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Directors Report of Info Edge (India) Ltd.
Mar 31, 2025
The Board of Directors of Info Edge (India) Limited (the 'Company') take pleasure in presenting the Thirtieth (30th) Annual Report
on the business and operations of the Company together with the Audited Standalone & Consolidated Financial Statements
and the Auditor's Report thereon for the financial year ended March 31, 2025.
RESULTS OF OPERATIONS
The results of operations for the year under review are given below:
Â
|
Sr. |
Particulars |
Standalone |
Consolidated |
||
|
No. |
FY25 |
FY24 |
FY25 |
FY24 |
|
|
1. |
Net Revenue |
26,536.13 |
23,809.58 |
28,495.51 |
25,363.40 |
|
2. |
Other Income |
3,137.75 |
2,591.80 |
10,732.47 |
4,137.35 |
|
3. |
Total Income (1+2) |
29,673.88 |
26,401.38 |
39,227.98 |
29,500.75 |
|
Expenditure: |
 |  |  |  | |
|
a) Network, Internet and other direct Charges |
531.61 |
496.04 |
783.01 |
747.07 |
|
|
b) Employees Cost |
10,814.76 |
9,820.90 |
12,353.41 |
11,282.37 |
|
|
c) Advertising and Promotion Cost |
3,124.52 |
2,743.95 |
3,731.14 |
3,424.58 |
|
|
d) Depreciation/Amortisation |
801.45 |
677.38 |
1,130.90 |
1,011.25 |
|
|
e) Administration & other Expenditure |
1,339.73 |
1,196.08 |
1,780.82 |
1,616.95 |
|
|
f) Finance Cost |
190.77 |
163.11 |
242.35 |
222.60 |
|
|
4. |
Total expenditure |
16,802.84 |
15,097.46 |
20,021.63 |
18,304.82 |
|
5. |
Share of Net (Loss) of Joint Ventures |
- |
- |
(1,229.93) |
(1,309.82) |
|
6. |
Operating Profit before tax (1-4+5) |
9,733.29 |
8,712.12 |
7,243.95 |
5,748.76 |
|
7. |
Profit before tax and exceptional items (3-4+5) |
12,871.04 |
11,303.92 |
17,976.42 |
9,886.11 |
|
8. |
Exceptional Item- gain/(loss) |
564.07 |
(171.44) |
1,469.77 |
(1,105.78) |
|
9. |
Net Profit before tax (7+8) |
13,435.11 |
11,132.48 |
19,446.19 |
8,780.33 |
|
10. |
Tax Expense |
5,700.91 |
2,801.66 |
6,347.18 |
2,834.80 |
|
11. |
Net Profit after tax (9-10) |
7,734.20 |
8,330.82 |
13,099.01 |
5,945.53 |
|
12. |
Share of Minority interest in the losses of Subsidiary |
- |
- |
(3,478.13) |
(195.29) |
|
13. |
Other Comprehensive Income (including share of profit/(loss) |
17,288.83 |
1,39,180.71 |
39,153.01 |
1,63,900.70 |
|
14. |
Total Comprehensive Income (11+12+13) |
25,023.03 |
1,47,511.53 |
48,773.89 |
1,69,650.94 |
Â
Info Edge has adopted a hybrid investment approach,
which combines direct investments from its balance
sheet with structured bets through dedicated funds.
This approach enables the Company to back promising
early-stage ventures while retaining a sharp focus on
building its core operating businesses.
Over the years, this segment has been structured more
efficiently, with two types of investments. The first
category includes investments made directly or through
wholly-owned subsidiaries into early-stage entities for
long-term value creation. A few of these investments
have started yielding returns, as seen with successful
IPOs. The second category includes investments made
through Alternative Investment Funds ('AIFs').
The standalone financial results reflect the performance
of the Company's core brands that are managed
internally, forming the basis of the Company's operative
business. These include the primary brands: Naukri,
99acres, Jeevansathi and Shiksha. As these businesses
evolve, strategic investments have been made into
entities that supports and expand the opportunity size
for these primary brands in their respective domains.
I n the core business, recruitments, the standalone
financial performance remained robust, with billings
growing at 14.57%. For the non-recruitment portfolio
comprising of 99acres, Jeevansathi and Shiksha, billings
continued to grow by an impressive 18.17%, while losses
in terms of operating Profit before tax ('PBT') reduced by
52.03%. The businesses became cash profitable for the
first time generating a cash inflow of ?206.49 Million.
Across these businesses, despite a highly competitive
environment, the Company continued to execute
on key drivers of long-term, steady growth in FY25,
strengthening its potential for sustained value creation.
The revenue from operations for FY25 was up by 11.45%
to ?26,536.13 Million from ?23,809.58 Million for FY24.
The total income of the Company stood at ?29,673.88
Million up by 12.40% for FY25 from ?26,401.38 Million
for FY24. The other income of the Company contributed
?3,137.75 Million to the total income for FY25.
The total expenses for the year stood at ?16,802.84
Million up by 11.30% for the FY25 from ?15,097.46
Million for the FY24.
Operating PBT, for the year, was up by 11.72% over previous
year and stood at ?9,733.29 Million in comparison with
?8,712.12 Million in FY24. PBT from ordinary activities
(before exceptional items) is ?12,871.04 Million in FY25
as against ?11,303.92 Million in FY24.
DIVIDEND
Your Company has been maintaining a consistent
& impressive track record of dividend payments for
past many years, in line with its approved Dividend
Distribution Policy. The said Policy is available on the
Company's website at https://www.infoedge.in/pdfs/
Dividend-Policy.pdf.
For the year under review, the Board of Directors
of the Company had declared Dividends as per
following details:
* Gross amount of Dividend
Â
|
Type of Dividend |
Date of Declaration |
Record Date |
Rate of Dividend per |
% |
Total Payout |
|
Final Dividend for FY24 |
August 28, 2024 |
July 29, 2024 |
H12/- |
120 |
1,552.61 |
|
Interim Dividend for FY25 |
November 8, 2024 |
November 20, 2024 |
H12/- |
120 |
1,555.01 |
AÂ Face value of equity shares of the Company after sub-division/split of equity shares is ?2/- per equity share, effective May 7, 2025
i.e. Record Date for such purpose.
Â
1. FINANCIAL REVIEW
STANDALONE FINANCIAL STATEMENTS
The Audited Standalone Financial Statements for the
financial year ended March 31,2025 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') and
other recognised accounting practices and policies tc
the extent applicable.
The Company derives its revenue from recruitment
real estate, matchmaking and education classifieds 8
related services and other income.
The Company has aligned its business segments
with a core objective of creating a long-term value.
From a strategic perspective, the Company has
two specific portfolios - the operational and the
investment business.
The core verticals encompass recruitment, real estate,
matchmaking and education, with varying levels of
maturity stages and established market leadership.
As digitisation and advanced technology reshape the
landscape, the competition intensifies, necessitating
continual strategic evolutions and significant
investments. Current initiatives focus on service
expansion and new revenue generation while preserving
market dominance. The core businesses are supported
by strategic investments that bolster existing business
platforms, allowing targeted business development
and enhanced service capabilities.
Further, the Board of Directors in its meeting held on
May 27, 2025 have also recommended payment of Final
Dividend at the rate of ?3.60/- per equity share of ?2/-
each for FY25. However, the payment of Final Dividend
is subject to the approval of the Members at the ensuing
Annual General Meeting ('AGM') of the Company to be
held on Monday, August 25, 2025. The record date for
the purpose of the payment of Final Dividend is Friday,
July 25, 2025 and the same will be paid on or after
Tuesday, September 2, 2025.
The Company pays dividend after deducting tax in
compliance with the Income Tax Act, 1961, as amended
from time to time.
TRANSFER TO RESERVES
The Company does not propose to transfer any amount
to the reserves.
SHARE CAPITAL
During the year under review, the Company issued and
allotted 200,000 equity shares on September 13, 2024
at an issue price of ?10/- each to Info Edge Employees
Stock Option Plan Trust. Pursuant to the above allotment,
the Issued, Subscribed & Paid-up share capital of the
Company increased to & stood, as on March 31, 2025, at
?1,295,841,200 divided into 129,584,120 equity shares
of ?10/- each.
The fresh shares allotted as aforesaid have been duly
listed on the Stock Exchanges.
The Company has not issued any shares with differential
voting rights or sweat equity shares during FY25.
Accordingly, the capital structure of the Company post sub-division/split of equity shares is as follows:
|
Type of Capital |
No. of equity shares |
Face Value (in f) |
Total Share Capital (in f) |
|
Authorised Share Capital |
750,000,000 |
2 |
1,500,000,000/- |
|
Issued, Subscribed and Paid-up Share Capital |
647,920,600 |
2 |
1,295,841,200/- |
Â
Sub-Division/Split of Equity Shares
During the year under review, the Board of Directors of
the Company in its meeting held on February 5, 2025,
approved, the sub-division/split of equity shares of the
Company, such that 1 (one) equity share having face
value of ?10/- each, fully paid-up, was sub-divided into 5
(five) equity shares having face value of ?2/- each, fully
paid-up.
Further, the Members vide resolution passed by
way of postal ballot on April 11, 2025, inter-alia,
approved the said sub-division/split of equity shares
and consequential alteration in the existing Capital
Clause of the Memorandum of Association ('MOA') of
the Company.
LISTING OF SHARES
The Company's shares are listed on BSE & NSE with
effect from November 21, 2006, post its initial public
offering ('IPO'). The annual listing fees for the FY25 and
FY26 to BSE and NSE has been paid.
DEPOSITS
During the year under review, the Company has not
invited or accepted any Deposits from the public/
Members pursuant to the provisions of Sections 73
and 76 of the Act read together with the Companies
(Acceptance of Deposits) Rules, 2014.
2. OPERATIONS REVIEW
The Company is primarily engaged in the business of
operating multiple internet based services through
its various web portals and mobile applications.
It currently operates in four service verticals - in
recruitment solutions through its brands Naukri,
iimjobs, Hirist, JobHai, NaukriGulf, Naukri Campus,
Naukri Fast Forward, AmbitionBox, Zwayam, DoSelect;
in real estate services through its brand 99acres; in
matchmaking services through its brand Jeevansathi
and in education services through its brand Shiksha.
The Board of Directors of the Company examines
the Company's performance both from a business &
geographical perspective and has accordingly identified
its business segments as the primary segments to
monitor their respective performance on regular basis
and therefore the same have been considered as
reportable segments under Indian Accounting Standard
(Ind-AS) 108 on Segment Reporting. The reportable
segments identified are 'Recruitment Solutions',
'99acres for real estate' and the 'Others' segment. The
'Others' segment comprises Jeevansathi and Shiksha
After the requisite approvals of the Stock Exchanges
i.e. BSE Ltd. ('BSE') and the National Stock Exchange
of India Ltd. ('NSE') and the depositories i.e. National
Securities Depository Ltd. ('NSDL') and Central
Depository Services (India) Ltd. ('CDSL'), new ISIN
(INE663F01032) was allotted to the equity shares of the
Company. The effect of change in face value of the share
was reflected on the share price at the Stock Exchanges
where the Company is listed (BSE and NSE) effective
from May 7, 2025 i.e. record date for the purpose of sub-
division/split of equity shares of the Company.
As a result of the sub-division/split of the Company's
equity shares, the shares have become more affordable,
encouraging broader investor participation.
service verticals since they individually do not meet the
qualifying criteria for reportable segment as per the said
Accounting Standard.
RECRUITMENT SOLUTIONS
The recruitment vertical, under the flagship brand
- Naukri is the Company's core business. It is well
established and generates substantial revenues and
profits, which are the basis for diversified investments
that have enabled the growth of the Company's
business portfolio. Naukri has strong market dominance
and caters to a wide user base. Following a muted
performance in FY24, Naukri, experienced a steady
recovery in FY25, with growth momentum improving
each quarter. The business strengthened its market
leadership by transitioning from a transactional job
platform into a comprehensive talent partner that
spans sourcing, assessment, employer branding, talent
engagement, and end-to-end recruitment automation.
Anchored by Naukri, India's largest job marketplace
and supported by niche and adjacent businesses and
specialised platforms such as iimjobs, Hirist, JobHai,
NaukriGulf, Naukri Campus, Naukri Fast Forward,
AmbitionBox, DoSelect and Zwayam, the Company is
well-positioned to address the evolving and complex
talent requirements of modern enterprises.
The business continued to enhance its value proposition
through Artificial Intelligence ('AI') driven solutions,
delivering smarter job matching, faster resume
discovery and improved candidate engagement. Efforts
are being made to promote the competitive positioning
of Naukri with the introduction of new features and
improved services for customers, both job providers and
job seekers.
With a robust and integrated product portfolio, Info
Edge has successfully transformed Naukri into a trusted
talent partner for corporate India, serving over 128,000
clients and expanding its role from mere job listings to
comprehensive talent management solutions.
⢠   Amongst the various offerings, employer branding
is a key growth area within recruitment business.
Branding solutions across Naukri, iimjobs, Hirist, and
AmbitionBox help employers craft targeted brand
narratives to attract the right talent and improved
brand visibility.
⢠   Naukri Talent Cloud is a unified ecosystem that
delivers seamless access, enhanced security, and
an integrated experience for recruiters.
⢠   AI Rex, Naukri's Agentic AI product that automates
repetitive tasks in large-scale hiring, increasing hiring
efficiency and speed, is currently in Beta stage.
⢠   Various data products that provides actionable
insights into talent planning, salary insights
and attrition, offering reports tailored for
large enterprises.
⢠   Naukri 360 is a career platform offering
specialised services for job seekers, including
resume preparation, interview training, and mock
interview sessions.
⢠   Naukri Campus supports students in job and
internship preparation through role exploration,
aptitude tests, expert sessions, and contests.
⢠   With curated, bite-sized news updates, Naukri minis
enables, users to stay informed about industry trends,
job market insights, and recruitment strategies.
Naukri has enhanced its platform with AI-driven tools
and value-added services to enhance job seeker
engagement. As of March 31, 2025, Naukri had a
database of 106 Million resumes with on an average over
22,000 resumes added daily.
Over the last couple of years, special focus has been
laid on reaching out to a new generation of users. This
involves exercises on targeted marketing campaigns,
rebranding and evolving formats of user interface that
resonates more with the new generation.
During the year under review, revenue from recruitment
solutions segment was up by 9.82% from ?18,052.66
Million in FY24 to ?19,826.18 Million in FY25. Operating
Profit before tax in recruitment solutions in FY25 was
?11,164.01 Million as compared to ?10,508.71 Million
in FY24.
99ACRES
The 99acres platform primarily operates across two
strategic business areas: the Primary Business, focused
on new projects and new homes, and the Secondary
Business, focused on resale properties in residential
and commercial segment. In addition, the platform
offers a wide range of rental listings in residential and
commercial segment, including co-living, paying guest
accommodations, small to mid-size shop and office
spaces, to serve the evolving needs of urban users
& clients.
In FY25, 99acres witnessed continued strong growth
in the secondary business, while the primary business
remained steady. The business has continued to focus
on improving the user interface and providing high-
quality content in well-packaged disaggregated form.
This has been at the core of the business's push to
gain user traffic. Among online real estate players,
99acres leads the market in terms of traffic share as of
March 31, 2025.
Online activity continues to be more prominent in
the secondary market, where vertical platforms like
99acres play a larger role due to their wider reach and
strong discovery capabilities. 99acres continues to
strengthen its leadership in the segment through tech
innovation, deeper market penetration, and a customer¬
centric approach.
99acres continues striving for its content's quality
and depth to create a robust market positioning and
enhance user satisfaction. AI continues to be a key
enabler in content generation, lead conversion, and
customer service. These tech based initiatives are
further supported by on ground telesales team. While
the key large metros remain the core contributors,
this wider geographic footprint is expected to support
mid to long-term business expansion. With continued
investment in technology, content, and reach, 99acres
is well-positioned to capture emerging opportunities in
India's evolving real estate market.
During the year under review, revenue from real estate
business was up by 16.94% from ?3,512.80 Million in
FY24 to ?4,107.93 Million in FY25. Operating loss before
tax in real estate business in FY25 was reduced to
?475.25 Million as compared to ?688.48 Million in FY24.
OTHERS
The Company also provides matchmaking and education-
based classifieds and related services through its portals
Jeevansathi and Shiksha, respectively.
From an all-India perspective, the online matrimonial site
- Jeevansathi - remains one of the top players. However,
in different regions and micro-markets, the different
service providers have varying levels of dominance.
Given the nature of the market and high levels of
customer fragmentation, Jeevansathi today focuses
on catering to specific regions and communities with a
relatively stronger positioning in North India and has a
good presence in Western India. Since 2022, the brand
has embarked on a revised business strategy, which is
firmly focused on providing a differentiated experience
to its users while catering to the specific demands of the
core regional customer segments it is catering to.
Core to this differentiated offering was the introduction
of 'free chatâ. This freemium model provided a solution
for the biggest bottleneck across these sites: the lack
of contact between potential brides and grooms in the
early stages of the matchmaking process. The free chat
option has played a major role in attracting people to
this site. Over the last couple of years, this strategic
initiative has started paying dividends with significant
increase in onsite engagement, translating into a growth
in user acquisition. The initial free chat-based onsite
interactions have become the mainstay, driving quality
traffic to the Jeevansathi platform.
A lot of focus in FY25 was about working on monetising
the increased traffic flow to the site. While the free
chat proposition remained, monetisation plans were
developed around this offering. These included a slew of
new products that feature exclusive new functionalities
for paying users. Additionally, more paywalls are being
tested to improve monetisation while maintaining
customer engagement. To successfully achieve this
twin objective, Jeevansathi must focus on offering a
high-quality matchmaking experience. This approach
is being driven by putting considerable effort into
developing algorithms that translate into improved
matching recommendations, significantly enhancing
user outcomes. Key metrics like acceptances and
two-way chats on the platform continue to show
healthy growth.
I nfo Edge has supplemented its online matrimonial
offering with a foray into the high intent app-based
dating market. The Company owns 96.31% stake in
Aisle Network Pvt. Ltd. ('Aisleâ). Aisle also launched
several vernacular dating sites and apps, considering
how a 'modern and young Indiaâ would want to pursue
love and relationships in a digital-first era. Among these
were Arike, the countryâs first vernacular dating app for
Malayalis, Anbe for Tamil users, Neetho for the Telugu
populace and Neene for Kannada speakers.
In the education space, Shiksha has evolved from a
simple information hub for students considering post¬
school education into a robust platform that provides in¬
depth insights on careers, exams, colleges and courses
through its two segments, Shiksha Domestic and
Shiksha Study Abroad. For those interested in domestic
education, the platform primarily serves as a valuable
informational resource, helping students navigate
their options effectively. Shiksha offers counselling
services specifically for study-abroad opportunities. It
is important to note that while the focus is on attracting
students and providing them value-added services in
their endeavour to seek a good fit for higher education,
colleges providing education and higher institutes are
also significant sources of revenues. Essentially, their
courses are supported and promoted through the
website. As student behaviour changes with widening
choice sets driven by cultural and demographic changes,
Shiksha positions itself best to serve these needs.
Billings from the domestic business grew by 26.3%,
supported by increasing demand from new private
universities and colleges and increasing expansion of
offerings beyond traditional engineering programmes.
However, the Study Abroad segment faced headwinds
due to global geopolitical developments, particularly in
key destinations like the USA and Canada. We are seeing
a shift in student preferences towards countries such as
the UK and continental Europe.
In recent years, the platform has undergone extensive
revamping of its content and user interface to offer a
more customer-centric service, establishing itself as a
leading resource for career and college selection within
the Indian student community.
The business is now developing with a student-centric
approach where the focus is on more exhaustive
coverage that effectively provides efficient outcomes
for students; developing the comprehensive content,
making it more user-friendly to interpret; utilising AI
to understand student needs and service them better;
working on enhancing the efficacy of back-end teams
servicing the business; and building on the active
relationship with private educational institutions who
have the need and focus of promoting their institutions.
AI tools are being effectively deployed to transform the
traditional 'Shiksha Assistantâ service to an upgraded
version called 'Shiksha GPTâ.
With revenues from these other verticals increasing by
15.95%, their combined contribution to the Companyâs
revenue was 9.81% in FY25. Jeevansathi grew by 28.79%
and Shiksha grew by 8.08%.
Detailed analysis of the performance of the Company
and its respective business segments has been
presented in the section on Management Discussion
and Analysis Report forming part of this Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements have been
prepared in accordance with the Ind-AS prescribed under
Section 133 of the Act and other recognised accounting
practices and policies to the extent applicable.
The Consolidated Financial Statements have been
prepared on the basis of the Audited Financial
Statements of the Company, its subsidiaries, controlled
trusts and jointly controlled companies, as approved
by their respective Board of Directors/Trustees, as
applicable, except for the companies in respect of
which investment has been fully impaired. However, for
the purpose of consolidation of financial statements
of the Company as regards the investment in LQ
Global Services Pvt. Ltd., Shop Kirana E Trading Pvt.
Ltd., Greytip Software Pvt. Ltd. and Printo Document
Services Pvt. Ltd., unaudited financial statements have
been considered.
The Company, on a consolidated basis, achieved net
revenue of ?28,495.51 Million during the year under
review as against ?25,363.40 Million during the previous
financial year, up by 12.35% year on year. The total
consolidated income for the year is ?39,227.98 Million
as compared to ?29,500.75 Million in FY24.
Operating PBT, on a consolidated basis, for the year,
stood at ?7,243.95 Million in comparison with ?5,748.76
Million in FY24. Total comprehensive Income, in FY25, is
reported to be ?48,773.89 Million in comparison to total
Income of ?169,650.94 Million in FY24.
DETAILS OF SUBSIDIARIES/JOINT VENTURE
(ASSOCIATE) COMPANIES
As on March 31, 2025, the Company had 16 subsidiaries.
During the year under review and the period between
the end of the financial year and the date of this
report, following changes have taken place in status
of subsidiary/joint venture (associate) companies of
the Company:
⢠Wishbook Infoservices Pvt. Ltd. ('Wishbookâ): During
the year under review, the Company divested its total
shareholding of 34.93% held in Wishbook, on fully
converted & diluted basis, through its wholly-owned
subsidiary, Startup Investments (Holding) Limited to
its director & promoter for sale value of about ?0.01
WHOLLY-OWNED SUBSIDIARIES/SUBSIDIARIES:
Million. The said investment in Wishbook was already
impaired during FY20. Consequently, Wishbook has
ceased to be an Associate of the Company.
⢠Greytip Software Pvt. Ltd. ('Greytipâ): During the year
under review, a new investor, Apax Digital Funds,
advised by Apax Partners LLP, had acquired 52.10%
stake in Greytip. Consequently, the Companyâs
shareholding in Greytip decreased from 22.70% to
18.71% on a fully diluted and converted basis, and
accordingly, following this dilution, Greytip had
ceased to be an Associate of the Company.
During the year under review, the Board of Directors of
the Company reviewed the affairs of the subsidiaries.
A statement containing the salient features of the
financial statements of the subsidiaries/joint ventures
(associate) companies in the prescribed format
AOC-1 is given as Annexure I to this report. The
statement also provides the details of performance
and financial position of each of the subsidiaries/joint
ventures (associate) companies and their contribution
to the overall performance of the Company.
The developments in the operations/performance of
each of the subsidiaries/joint ventures (associate)
companies included in the Consolidated Financial
Statements are presented as under:
|
Sr. No. |
Name of the |
Relationship with Joint Venture/ |
Business |
Details of investments/inter- |
Annual Financial |
|
1 |
Startup |
Wholly-owned |
SIHL is engaged |
SIHL, during the year under review, Further, SIHL divested its total |
Total Comprehensive Income/ For FY25 - ?5,094.15 Million For FY25 - ?8.60 Million |
| Â | Â | Â | Â |
Also, during the year under review, |
 |
| Â | Â | Â | Â |
⢠69,790, Compulsorily |
 |
Â
|
Sr. No. |
Name of the |
Relationship with Joint Venture/ |
Business |
Details of investments/inter- |
Annual Financial |
|
⢠   4,375, 0.01% Compulsorily ⢠   1,995,000, Class A Units of II AIF, registered under the ⢠   11,200,000, Class A Units of IE a trust registered with SEBI ⢠   4,000,000, Class A Units of ⢠   convertible note of LQ Global Subsequent to the end of the year |
|||||
|
2 |
Diphda |
Wholly-owned |
Diphda is engaged |
Nil |
Total Comprehensive Income/ |
| Â |
Internet |
Subsidiary |
in the business |
 |
(loss): |
| Â |
Services Ltd. |
 |
of providing all |
 |
For FY25 - ?7,023.48 Million |
| Â |
('Diphda') |
 |
kinds and types of |
 |  |
| Â | Â | Â |
internet, computer |
 |
For FY24 - ?8,107.37 Million |
| Â | Â | Â |
and electronics data |
 |
Net profit/(loss) after tax: |
| Â | Â | Â |
processing services. |
 |
For FY25 - ?(430.77) Million |
| Â | Â | Â | Â | Â |
For FY24 - ?(0.22) Million |
|
3 |
Naukri Internet |
Wholly-owned |
NISL is engaged in |
Nil |
Total Comprehensive Income/ |
| Â |
Services Ltd. |
Subsidiary |
the business of all |
 |
(loss): |
| Â |
('NISL') |
 |
types of internet, |
 |
For FY25 - ?57.07 Million |
| Â | Â | Â |
computer, electronic |
 |  |
| Â | Â | Â |
data processing and |
 |
For FY24 - ?570.67 Million |
| Â | Â | Â |
electronic and related |
 |
Net profit/(loss) after tax: |
| Â | Â | Â | Â | Â |
For FY25 - ?(9.23) Million |
| Â | Â | Â | Â | Â |
For FY24 - ?4.19 Million |
|
Sr. No. |
Name of the |
Relationship with Joint Venture/ |
Business |
Details of investments/inter- |
Annual Financial |
|
4 |
Allcheckdeals |
Wholly-owned Subsidiary |
ACD provides |
During the year under review, ACD Further, ACD has acquired 100,000, Subsequent to the end of the year |
Total Comprehensive Income/ For FY25 - ?(37.87) Million Net profit/(loss) after tax: For FY25 - ?(37.87) Million |
|
5 |
NewInc |
Wholly-owned |
NewInc is engaged |
During the year under review, NewInc issued and allotted 100,000, Further, NewInc has issued |
Total Comprehensive Income/ For FY25 - ?(10.94) Million For FY25 - ?(10.94) Million |
|
6 |
Interactive |
Wholly-owned |
Interactive is the |
Nil |
Total Comprehensive Income/ For FY25 - ?(0.30) Million For FY25 - ?(0.30) Million |
|
7 |
Jeevansathi |
Wholly-owned Subsidiary |
JISPL owns & holds |
During the year, JISPL acquired Further, JISPL issued and allotted, Also, 10,288 Compulsorily |
Total Comprehensive Income/ For FY25 - ?(371.29) Million For FY25 - ?(371.29) Million |
|
Sr. No. |
Name of the |
Relationship with Joint Venture/ |
Business |
Details of investments/inter- |
Annual Financial |
| Â | Â | Â | Â |
Further, JISPL has provided inter¬ |
 |
|
8 |
Smartweb |
Wholly-owned |
SMISL is engaged SMISL acts as an |
Nil |
The Total Comprehensive For FY25 - H110.97 Million For FY24 - H55.05 Million |
|
9 |
Startup |
Wholly-owned Subsidiary |
SISL is a wholly- |
Nil |
Total Comprehensive Income/ For FY25 - H659.82 Million For FY25 - H6.30 Million |
|
10 |
Redstart Labs |
Wholly-owned Subsidiary |
Redstart provides |
During the year under review, Further, Redstart has made the ⢠   1,392, Series 2D Compulsorily ⢠   8,252, Pre-Seed 0.001% |
Total Comprehensive Income/ For FY25 - H43.79 Million Net profit/(loss) after tax: For FY25 - H13.56 Million For FY24 - H(33.18) Million |
|
Sr. No. |
Name of the |
Relationship with Joint Venture/ |
Business |
Details of investments/inter- |
Annual Financial |
| Â | Â | Â | Â |
⢠   7,143, 0.01% Compulsorily ⢠   653, Series B Compulsorily ⢠   1,051, Seed-2 Series ⢠   385, Pre-Series A Compulsorily Pvt. Ltd. for an aggregate Subsequent to the end of the year |
 |
|
11 |
Zwayam |
Wholly-owned Subsidiary |
Zwayam is engaged |
During the year under review, |
Total Comprehensive Income/ For FY25 - ?(226.43) Million Net profit/(loss) after tax: For FY25 - ?(226.43) Million For FY24 - ?(185.45) Million |
|
12 |
Axilly Labs |
Wholly-owned Subsidiary |
DoSelect is engaged It delivers these |
Subsequent to the end of the year |
Total Comprehensive Income: For FY24 - ?133.40 Million For FY25 - ?204.53 Million |
|
13 |
Makesense |
Subsidiary. The |
MTL is engaged recruitment, staffing, |
Nil |
Total Comprehensive Income: For FY24 - ?25,717.38 Million For FY25 - ?(1,595.65) Million |
Scheme(s) of Amalgamation
1. Â Â Â Scheme of Amalgamation between MTL and PB
Fintech Ltd. ('PB Fintech/Policybazaar'):Â The
respective Boards of Directors of MTL ('Transferor
Company') and Policybazaar ('Transferee Company'),
at their respective meetings held on April 26, 2022,
approved a Scheme of Amalgamation under Sections
230 to 232 of the Act ('Scheme'), subject to requisite
regulatory and statutory approvals. Upon effectiveness
of the Scheme and proportionate share issuance by the
Transferee Company, the Company's economic interest
in Policybazaar shall remain unaffected.
The Scheme was filed by the Transferee Company
with NSE and BSE, and no-objection certificates were
received from both the stock exchanges. During FY24,
a joint application under Sections 230 to 232 of the
Act was filed before the Hon'ble National Company
Law Tribunal, Chandigarh Bench ('Hon'ble Tribunal').
Pursuant to the Hon'ble Tribunal's order dated July 5,
2023, meetings of the equity shareholders of MTL, and
the equity shareholders and unsecured creditors of
Policybazaar, were convened on September 2, 2023.
The Scheme was approved with the requisite majority in
respective meetings. The joint second motion petition
was filed before the Hon'ble Tribunal on September 14,
2023 and is currently under consideration.
2. Â Â Â Scheme of Amalgamation of wholly-owned
subsidiaries of the Company, namely Axilly Labs
Pvt. Ltd., Diphda Internet Services Ltd., Zwayam
Digital Pvt. Ltd., Allcheckdeals India Pvt. Ltd. with
the Company :Â The respective Board of Directors of
the Company ('Transferee Company') and its wholly-
owned subsidiaries, namely Axilly Labs Pvt. Ltd.,
Diphda Internet Services Ltd. and Zwayam Digital Pvt.
Ltd. ('Transferor Companies'), at their meetings held on
August 9, 2024, approved a Scheme of Amalgamation
amongst the Transferor Companies and the Transferee
Company, and their respective shareholders and
creditors ('Scheme').
Subsequently, at the meetings held on February 5, 2025,
the respective Board of Directors of the Transferee
Company, the aforementioned Transferor Companies,
and Allcheckdeals India Pvt. Ltd., a wholly-owned
subsidiary of the Transferee Company, approved an
amended Scheme, including Allcheckdeals India Pvt.
Ltd., as an additional Transferor Company, along with the
Transferor Companies originally included in the Scheme.
The Scheme is subject to the requisite approvals and
sanctions from the Hon'ble National Company Law
Tribunal, New Delhi Bench ('Hon'ble Tribunal'), or
other competent authorities, as well as the approval of
shareholders and creditors of the respective companies,
as applicable.
The Scheme was filed with the NSE and BSE, and
the Transferee Company along with the Transferor
Companies is in the process of filing a joint application
under Sections 230 to 232 of the Companies Act, 2013
before the Hon'ble Tribunal.
INVESTEE COMPANIES
The Company has the following continuing external
financial and strategic investments.
All holding percentages in the investee companies given
below are computed on fully converted and diluted
basis. The percentage holdings are held directly or
through its subsidiaries. It may be noted that the actual
economic interest in these investee companies may or
may not result into equivalent percentage shareholding
on account of the terms of the agreements with them
and ESOP Pool (if any).
|
Relationship with the |
 |
Details of investments/ |
|
Company (Subsidiaries/ |
 |
inter-corporate loans/ r Annual Financial |
|
Sr. Name of Joint Venture/Associate/ |
Business Overview of |
m | » 1 1 1 1 U d 1 1 III d 1 1W 1 d 1 fund-raising activities |
|
No. the entity Investee Company) and |
entity |
performance undertaken during |
|
Shareholding status as |
 |
FY25 and up to the date of the entity |
|
on March 31, 2025 |
 |
of this report, if any |
|
of other users with the |
aggregate consideration |
|
|
intent of finding their |
of ?299.93 Million. |
|
|
suitable partner. |
Further, Aisle issued and |
|
| Â |
allotted 30 equity shares |
|
| Â |
to its employees under |
|
| Â |
its ESOP Plan, which |
|
| Â |
were subsequently sold |
|
| Â |
by the employees to |
|
| Â |
JISPL , for an aggregate |
|
| Â |
consideration of ?0.73 |
|
| Â |
Million. Out of 30 |
|
| Â |
equity shares, 15 equity |
|
| Â |
shares were sold by one |
|
| Â |
employee after the close |
|
| Â |
of the financial year. |
|
| Â |
Additionally, 10,288 |
|
| Â |
Compulsorily Convertible |
|
| Â |
Preference Shares (CCPS) |
|
| Â |
of face value ?500/- each, |
|
| Â |
held by JISPL in Aisle, |
|
| Â |
were converted into |
|
| Â |
10,288 equity shares of |
|
| Â |
face value ?10/- each at |
|
| Â |
a premium of ?490/- per |
|
| Â |
share. |
|
| Â |
During the year, Aisle has |
|
| Â |
availed inter-corporate |
|
| Â |
loan(s) of ?60 Million |
|
| Â |
from JISPL, in multiple |
|
| Â |
tranches, which were fully |
|
| Â |
repaid as on March 31, |
|
| Â |
2025. Aisle also repaid |
|
| Â |
a loan of ?100 Million |
|
| Â |
during the year, which had |
|
| Â |
been granted by JISPL in |
|
| Â |
the preceding financial |
|
| Â |
year. |
|
Â
A. SUBSIDIARIES
Â
|
Sr. Name of |
Relationship with the |
Business Overview of |
Details of investments/ |
Annual Financial |
|
1 Sunrise |
Subsidiary. The Company's |
Sunrise is engaged in the |
Nil |
Total Comprehensive For FY25 - ?(299.60) Million For FY24 - ?(522.40) Million For FY24 - ?(526.36) Million |
|
2 Aisle |
Subsidiary. The Company's |
Aisle is engaged in the |
During the year under |
Total Comprehensive For FY25 - ?(176.86) Million For FY24 - ?(273.47) Million For FY24 - ?(274.20) Million |
Â
The Company's investment, made through its wholly-
owned subsidiary ACD, in 4B Networks Pvt. Ltd. ('Broker
Network') was fully impaired in FY23. Consequently,
ACD exercised its contractual rights by filing
applications for interim reliefs before the Delhi High
Court and the Arbitral Tribunal. The Delhi High Court,
through an order dated July 24, 2023, directed Broker
Network and its Promoter not to sell, transfer, alienate,
encumber, or create any third-party rights in Broker
Network's assets and properties, and to preserve all
books, records, accounts, and documentation of Broker
Network. The Arbitral Tribunal further reinforced these
directives with orders on August 14, 2023, allowing
inspection of Broker Network's books of accounts for
FY22, FY23, and FY24; on December 21, 2023, directing
status quo regarding assets of Broker Network and
Mr. Rahul Yadav and preservation of records of Broker
Network; and on May 10, 2024, directing Mr. Rahul
Yadav to provide the information requested during
the Forensic Audit initiated by ACD, within 4 weeks.
Despite these clear orders, Mr. Rahul Yadav has failed
to cooperate in providing complete inspection of books
of accounts and provide the information requested
during the Forensic Audit as well as inform the steps
taken to preserve the records of Broker Network. Due
to this wilful disobedience, ACD filed an application for
contempt proceedings against Mr. Rahul Yadav before
the Arbitral Tribunal which, vide order dated December 7,
2024, noted his failure to comply with the above orders.
Accordingly, ACD filed a contempt application before
the Delhi High Court, on which notice was issued on
March 18, 2025. This contempt application is next listed
on August 8, 2025. Further, in arbitration proceedings,
ACD has raised claims concerning breach of obligations
and damages for the failure of Broker Network and
its Promoter to honour the put option. The hearing in
arbitration is next listed on August 16 and 17, 2025, for
cross examination.
Â
Separately, the Company has learnt that the National
Company Law Tribunal ('NCLT'), Mumbai, initiated
Corporate Insolvency Resolution Process ('CIRP')
against Broker Network on January 12, 2024, based
on an application by a financial creditor. ACD has
filed an application before the NCLT contending
the CIRP was initiated fraudulently and seeking
its setting aside. The same is next listed on
June 6, 2025. The Resolution Professional ('RP') has
also filed applications before the NCLT, including
seeking directions for avoidance of certain transactions,
initiation of a contempt application against Broker
Network's suspended board of directors for non¬
supply of documents, and an application for approval
B. OTHER INVESTEE COMPANIES
of a resolution plan. These applications are currently
pending before the NCLT.
Furthermore, ACD has filed a criminal complaint
against Broker Network, its Promoter, and certain
other individuals before the Economic Offences Wing,
Mumbai. An FIR (no. 1759 of 2024) was registered on
November 29, 2024, by Bandra Police Station against
Mr. Rahul Yadav, Mr. Devesh Singh, Mr. Pratik Choudhary,
Mr. Sanjay Saini, Broker Network, and others, under
Sections 420, 406, 477-A read with 120B and 34 of
the Indian Penal Code. Currently, the anticipatory bail
applications filed by Mr. Pratik Choudhary and Mr. Sanjay
Saini are pending before the Bombay High Court.
|
Sr. No. |
Name of the |
Relationship with the Company (Joint Venture/ Associate/ Investee Company) |
Business Overview of entity |
Details of investments/inter- |
|
1 |
Eternal Ltd. |
Investee Company |
Eternal operates 4 (four) key businesses |
The Company directly holds stake of |
|
2 |
PB Fintech Ltd. |
Investee Company |
PB Fintech is doina business as www. The Company offers a consumer centric |
The aggregate investment of the Company, |
|
3 |
Printo Document |
Associate Company |
Printo is a print-on-demand platform for |
During the year under review, the Company The Company as on March 31,2025, |
|
4 |
NoPaperForms ('NoPaperForms') |
Associate Company |
NoPaperForms runs a business of |
The Company as on March 31,2025, |
Â
|
Sr. No. |
Name of the |
Relationship with the Company (Joint Venture/ Associate/ Investee Company) |
Business Overview of entity |
Details of investments/inter- |
|
5 |
Agstack |
Associate Company |
Gramophone is a technology enabled |
During the year under review, the Company The Company as on March 31, 2025, |
|
6 |
Shop Kirana E |
Associate Company |
Shopkirana is engaged in the business |
The Company as on March 31,2025, |
|
7 |
Greytip Software |
Investee Company |
Greytip is an HR and Payroll SaaS company |
During the year under review, a new investor, The Company as on March 31,2025, has |
|
8 |
LQ Global |
Associate Company |
LegitQuest is SaaS product at the |
During the year under review, Legitquest has The Company as on March 31,2025 |
|
9 |
Metis Eduventures Pvt. |
Associate Company |
Adda247 is an online government |
The Company as on March 31,2025 , has |
|
10 |
Terralytics |
Associate Company |
Terralytics is engaged in the business |
The Company as on March 31,2025, has Subsequent to the end of the year under |
Â
|
Sr. No. |
Name of the |
Relationship with the Company (Joint Venture/ Associate/ Investee Company) |
Business Overview of entity |
Details of investments/inter- |
|
11 |
Llama Logisol |
Associate Company |
Shipsy's vision is to digitalise the entire |
The Company as on March 31,2025 |
|
12 |
Sploot Pvt. Ltd. |
Associate Company |
Sploot is engaged in the business of |
During the year under review, the Company The Company as on March 31,2025, |
|
13 |
Crisp Analytics |
Investee Company |
Lumiq provides an AI based data platform |
The Company as on March 31,2025, |
|
14 |
Unboxrobotics Ltd. ('Unbox |
Investee Company |
Unbox Robotics is a leading supply Unbox Robotics' USP lies in its ability to |
The Company as on March 31,2025, |
|
Sr. No. |
Name of the |
Relationship with the Company (Joint Venture/ Associate/ Investee Company) |
Business Overview of entity |
Details of investments/inter- |
|
15 |
BrainSight |
Investee Company |
BrainSight is engaged in the business BrainSight is creating an advanced suite |
During the year under review, the Company The Company as on March 31,2025, |
|
16 |
String Bio Pvt. |
Investee Company |
String Bio is engaged in the business of |
The Company as on March 31,2025, |
|
17 |
Attentive AI |
Investee Company |
Attentive AI is a deep learning company |
The Company as on March 31,2025, |
|
18 |
Attentive OS Pvt. |
Investee Company |
Attentive OS is a wholly-owned subsidiary Redstart has invested in the US entity of |
The Company as on March 31,2025, |
|
19 |
Skylark Drones |
Investee Company |
Skylark is engaged in the business of |
During the year under review, the Company The Company as on March 31,2025, |
|
20 |
RAY IOT |
Investee Company |
Ray IOT develops a non-contact breathing |
The Company as on March 31,2025, |
|
Sr. No. |
Name of the |
Relationship with the Company (Joint Venture/ Associate/ Investee Company) |
Business Overview of entity |
Details of investments/inter- |
|
21 |
AarogyaAI |
Investee Company |
AarogyaAI Innovations is engaged in the |
The Company as on March 31,2025, |
|
22 |
Psila Tech Pte. |
Investee Company |
Psila is engaged in building a platform for |
The Company as on March 31,2025, |
|
23 |
Vyuti Systems |
Investee Company |
Vyuti is engaged in business of designing, |
During the year under review, the Company The Company as on March 31,2025, |
|
24 |
Ubifly Technologies |
Investee Company |
Ubifly is engaged in the business of |
During the year under review, the Company The Company as on March 31,2025, |
|
25 |
SkyServe INC. |
Investee Company |
SkyServe is an Insights-as-a-Service |
The Company as on March 31,2025, |
|
26 |
VLCC Healthcare |
Investee Company |
VLCC founded as a beauty and slimming It manages one of the largest chains |
The Company as on March 31,2025, |
Â
|
Sr. No. |
Name of the |
Relationship with the Company (Joint Venture/ Associate/ Investee Company) |
Business Overview of entity |
Details of investments/inter- |
|
27 |
Nexstem |
Investee Company |
Nexstem is a technology company that |
During the year under review, the Company The Company as on March 31,2025, |
Note: The above table doesn't include the investments that have been impaired over the years and have been reported in the financial
results from time to time.
Â
The aforesaid Investee Company(ies), including the
companies that became part of the portfolio during the
year (except Lumiq, Unbox Robotics, BrainSight, String
Bio, Attentive AI, Skylark, Ray IoT, AarogyaAI Innovations,
Psila, Vyuti, Ubifly, Attentive OS, SkyServe, Nexstem,
Greytip and other listed investee companies), achieved
an aggregate revenue of ?11,837.53 Million as against
?14,515.04 Million during the previous financial year.
The aggregate operating PBT level loss was ?3,168.58
Million as compared to ?4,148.92 Million during the
previous financial year.
The above companies are treated as 'Associate
Company/Joint Venturesâ, except where mentioned
specifically, in our Consolidated Financial Statements
as per the Accounting Standards issued by the Institute
of Chartered Accountants of India and notified by the
Ministry of Corporate Affairs.
Contributions made to Alternative Investment
Funds
The Company had set up its first Alternative Investment
Fund (AIF) in FY20 named Info Edge Venture Fund (IEVF)
to invest in technology and technology-enabled entities.
Smartweb Internet Services Ltd., a wholly-owned
subsidiary of the Company, acts as an Investment
Manager/Sponsor to the said AIF.
IEVF has been floated with a corpus of ?7,575 Million
where the Company together with its group companies
committed approximately ?3,800 Million and a
commitment of ?3,750 Million was made by MacRitchie
Investments Pte. Limited (an indirect wholly owned
subsidiary of Temasek Holdings (Private) Limited).
Subsequently, the Company during FY23 added a
second scheme, IE Venture Fund Follow-on I (IEVF
Follow-on Fund) to the IEVF and floated other two AIFs
namely, Info Edge Capital (IEC) and Capital 2B (C2B).
IEC and C2B are registered with SEBI as Category II
- AIF, under the SEBI (Alternative Investment Funds)
Regulations, 2012. Smartweb Internet Services Ltd. acts
as an Investment Manager/Sponsor to IEC and C2B. IEC
launched a scheme namely, IE Venture Investment Fund
II (IEVI Fund II) and C2B launched a scheme by the name
of Capital 2B Fund I (C2B Fund). Initially, MacRitchie
Investments Pte. Ltd. had committed to approximately
50% of the total corpus of IEVI Fund II and C2B Fund
(schemes of IEC and C2B, respectively) along with
the Company.
Further, during FY24, IEVI Fund II and C2B Fund entered
into Contribution Agreements with DFOSG Pte. Ltd.
(DFOSG). The updated details of the funds and schemes
as of March 31, 2025, are as follows:
|
Particulars |
IEVF |
IEVF Follow- |
IEVI Fund II |
C2B Fund |
|
Fund Size |
7,575 |
7,560 |
12,716.25 |
6,378.13 |
|
Commitment* |
3,800 |
3,800 |
5,675 |
2,862.5 |
|
Drawdown* (including through SIHL, SISL and SMISL) |
3,600 |
3,120 |
3,147.50 |
1,317.50 |
*Note: Above information includes commitment/contribution made by the Company directly and through wholly-owned subsidiaries.
Â
During the year under review, the Company has directly
acquired 2,755,000, Class A Units of the IEVF Follow-
on Fund, a scheme of IEVF for consideration of about
?275.50 Million.
During the year under review, SIHL has also made the
following contributions to AIFs by acquisition of:
⢠   1,995,000, Class A Units of IEVF Follow-on Fund for
consideration of about ?199.50 Million.
⢠   11,200,000, Class A Units of IEVI Fund II for
consideration of about ?1,120 Million.
⢠   4,000,000, Class A Units of C2B Fund for
consideration of ?400 Million.
Subsequent to the end of the year under review, SIHL
has acquired 1,700,000, Class A Units of IEVI Fund II for
a consideration of about ?170 Million.
Further, subsequent to the end of the year under review,
the Company has set up a new AIF named Karkardooma
Trust (KT), registered with SEBI as Category II -
AIF, under the SEBI (Alternative Investment Funds)
Regulations, 2012, which has floated a scheme by the
name of IE Venture Investment Fund III (IEVI Fund III) to
invest in technology and technology-enabled entities.
Smartweb Internet Services Ltd., a wholly-owned
subsidiary of the Company, acts as an Investment
Manager/Sponsor to the said AIF.
Basis the guiding principles of previous funds and
adhering to the guardrails of this fundâs mandate, KT
will continue to invest in early-stage entities across
tech led businesses including consumer internet
platforms, B2B marketplaces, SaaS products, AI & AI
enabled platforms, and emerging technologies such as
robotics and cybersecurity among others. The target
corpus of IEVI Fund III shall be ?10,000 Million with a
green shoe option of an additional ?10,000 Million.
The Company has obtained shareholdersâ approval
for the capital commitment of not exceeding ?10,000
Million in IEVI Fund III, directly and/or through its
wholly-owned subsidiaries. IEVI Fund III is also open
to taking investment contribution from a select set of
external investors.
Pursuant to the provisions of Section 136 of the Act,
the Standalone Financial Statements of the Company,
the Consolidated Financial Statements along with all
relevant documents and the Auditorsâ Report thereon
form part of this Annual Report. Further, the audited
financial statements of each of the subsidiaries along
with relevant Directorsâ Report and Auditorsâ Report
thereon are available on our website www.infoedge.in.
These documents will also be available for inspection
during business hours at our registered office.
PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS
During FY25, the Company invested (including
outstanding inter-corporate loans), directly or indirectly,
about ?774.94 Million into the aforesaid investee
companies. This excludes investments made in AIFs
directly or indirectly.
Further, particulars of all investments and loans are
provided in notes to the financial statements forming
part of this Annual Report.
PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES
As per the provisions of the Act and the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (the
'Listing Regulations'), the Company has formulated a
Policy on Related Party Transactions, which is available
on Companyâs website at http://www.infoedge.in/pdfs/
Related-Partv-Transaction-Policv.pdf.
The Policy intends to ensure that proper reporting,
approval and disclosure processes are in place for all
related party transactions. This policy also specifically
deals with the review and approval of material related
party transactions keeping in mind the potential or
actual conflicts of interest that may arise because of
entering into these transactions.
All related party transactions are periodically placed
before the Audit Committee for review and approval.
Prior omnibus approval is also obtained for related party
transactions on an annual basis for transactions which
are of repetitive nature and/or entered in the ordinary
course of business and at armâs length basis and such
transactions are reviewed by the Audit Committee on
quarterly basis.
During the year under review, in line with the approval of
the Members of the Company obtained through postal
ballot process in April 2022, pursuant to Regulation 23
of the Listing Regulations, the Company has entered
into material related party transactions, directly and/
or through wholly-owned subsidiaries, with Info
Edge Venture Fund, Info Edge Capital and Capital 2B,
Trusts registered with SEBI as Category II Alternative
Investment Funds, under the SEBI (Alternative
Investment Funds) Regulations, 2012 and related parties
of the Company within the meaning of Regulation 2(1)
(zb) of the Listing Regulations, for subscription or
purchase of units of their respective Schemes.
The particulars of contracts or arrangements with
related parties referred to in sub-section (1) of Section
188 of the Act in the prescribed Form AOC-2 are given in
Annexure II.
Further, subsequent to the end of the year under
review, the Company through postal ballot process has
obtained approval of the Members of the Company
pursuant to Regulation 23 of the Listing Regulations
for entering into material related party transactions
with Karkardooma Trust, a Trust registered with SEBI
as Category II Alternative Investment Funds, under the
SEBI (Alternative Investment Funds) Regulations, 2012
and related party of the Company within the meaning
of Regulation 2(1)(zb) of the Listing Regulations, for
subscription or purchase of units of its Scheme namely
IE Venture Investment Fund III, directly and/or through
its wholly-owned subsidiaries.
MATERIAL CHANGES AND COMMITMENT
There have been no material changes affecting the
financial position of the Company which have occurred
between the end of the financial year of the Company
and the date of the Report.
As required under Section 134(3) of the Act, the Board of
Directors informs the Members that during the financial
year, there have been no material changes, except as
disclosed elsewhere in report:
⢠   In the nature of Companyâs business;
⢠   In the Companyâs subsidiaries or in the nature of
business carried out by them; and
⢠   In the classes of business in which the Company has
an interest.
FUTURE OUTLOOK
Indiaâs job market in FY25 remained moderate,
navigating global economic headwinds through the
strength of its domestic economy, government-led
infrastructure investments and accelerated digital
adoption across industries. The rise of AI is set to
reshape the job landscape in the country, influencing
sectors differently based on their pace of adoption and
technological maturity, requiring a nuanced approach.
India, with its strong technical education base, is well-
positioned to become a global AI talent hub, provided the
skilling ecosystem evolves quickly. This rising demand
for AI talent may also lead to higher attrition and mobility,
driving more activity across Info Edgeâs platforms.
The Company continues to identify high-potential
categories. Niche and adjacent businesses continue
to witness good traction. AmbitionBox becoming a
leader in company reviews and salary insights. JobHai
is also gaining traction in the blue-collar job segment.
By leveraging its portfolio of brands, Info Edge
continues to consolidate its leadership in Indiaâs online
recruitment space.
In real estate, 99acres is capitalising on market growth
through initiatives like new launch solutions, expanded
city coverage, and enhanced decision-making tools.
99acres continues to strengthen its leadership in
the segment and focus on further gaining market
share through AI led tech innovation, deeper market
penetration, and a customer-centric approach.
The matchmaking business is focused on expanding
the customer base cost-effectively through innovative
marketing campaigns, improved recommendations via
AI/Machine Learning models, investments towards data
privacy and security and better user experience.
The business remains focused on strategic, resource-
efficient investments. Shiksha is enhancing engagement
through in-house video content and a new app, while
Study Abroad leverages AI and automation to support
student decisions. We continue to focus on growing
the Shiksha Domestic and Study Abroad segment
and strengthening the overall value proposition of
the business.
At Info Edge, a strong foundation has already been built
through over a decade of focused investment in AI. The
Company is leveraging AI to boost product efficiency
and personalisation, enhance user engagement, explore
new products and revenue streams, and improve internal
operations, decision-making, and agility. This will be
strategically leveraged to drive the next phase of growth.
Through these initiatives, each of the businesses
aims to increase traffic/ user share and position the
platforms for substantial future growth, all while
maintaining a focus on capital efficiency and improving
cash generation.
i. CORPORATE GOVERNANCE
The Company consistently prioritises managing its
affairs with diligence, transparency, responsibility
and accountability, thereby upholding the important
dictum that an organisationâs corporate governance
philosophy is directly linked to high performance. The
Company understands and respects its fiduciary role
and responsibility towards its stakeholders and society
at large and strives to serve their interests, resulting in
creation of value for all its stakeholders.
In terms of Regulation 34 of the Listing Regulations,
a separate section on 'Corporate Governanceâ with a
detailed compliance report on corporate governance
and a certificate from M/s. Chandrasekaran Associates,
Company Secretaries, a peer reviewed firm, Secretarial
Auditors of the Company regarding compliance of the
conditions of Corporate Governance, forms part of this
Annual Report. The report on Corporate Governance
also contains certain disclosures required under the Act.
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion & Analysis Report for the
year under review as stipulated under Regulation 34
of the Listing Regulations is presented in a separate
section forming part of this Annual Report.
NUMBER OF MEETINGS OF THE BOARD OF
DIRECTORS
The Board of Directors of the Company met 6 (six)
times during the year under review on May 16, 2024,
August 9, 2024, September 9, 2024, November 8, 2024,
February 5, 2025 and March 7, 2025. The details of the
meetings of the Board including that of its Committees
and Independent Directors' meeting(s) are given in the
Report on Corporate Governance forming part of this
Annual Report.
BOARD COMMITTEES
The Company has several Board Committees which
have been established as part of the best corporate
governance practices and are in compliance with the
requirements of the relevant provisions of applicable
laws and statutes. As on March 31, 2025, the Board
has 7 (seven) Committees, namely, Audit Committee,
Stakeholders' Relationship Committee, Corporate
Social Responsibility Committee, Risk Management
Committee, Nomination & Remuneration Committee,
Committee of Executive Directors and Business
Responsibility & Sustainability Reporting Committee.
During the year under review, all recommendations of
Audit Committee were accepted by the Board.
The details of the composition, powers, functions,
meetings of the Committees of the Board held during the
year are given in the Report on Corporate Governance
forming part of this Annual Report.
ESTABLISHMENT OF THE VIGIL MECHANISM
The Company has formulated an effective Whistle
Blower Mechanism and a policy that lays down the
process for raising concerns about unethical behaviour,
actual or suspected fraud or violation of the Company's
Code of Ethics & Conduct. The Company has appointed
M/s. Thought Arbitrage Consulting, as an Independent
External Ombudsman. This policy is further explained
under Corporate Governance section, forming part of
this Report and the full text of the Policy is available on
the website of the Company at https://www.infoedge.in/
InvestorRelations/CorporateGovernance WBP
The Company hereby affirms that no Director/Employee
have been denied access to the Chairperson of the Audit
Committee. 3 (three) complaints were received through
the said mechanism which were duly resolved during the
year under review.
RISK MANAGEMENT
The Company has duly approved a Risk Management
Policy, formulated in compliance with the Listing
Regulations and applicable provisions of the Act, which
inter-alia requires the Company to lay down procedures
about risk assessment and risk minimisation. The
Company has an effective risk management procedure,
which is governed at the highest level by the Board of
Directors, covering the process of identifying, assessing,
mitigating, reporting and review of critical risks
impacting the achievement of Company's objectives
or threaten its existence. The Board is responsible for
reviewing the risk management structure, processes
and guidelines which are developed and maintained by
the Company. To further strengthen and streamline the
procedures about risk assessment and minimisation
procedures, the Board of Directors constituted a Board
level Risk Management Committee ('RMC'). RMC
is responsible for monitoring and reviewing the risk
management plan and ensuring its effectiveness. The
Risk Management Policy and the Charter of RMC are
reviewed and amended by the Board from time to time,
as and when required, based on the recommendations
of the RMC. The detailed terms of reference of RMC are
given in the Report on Corporate Governance forming
part of this Annual Report.
The Company follows a 4 (four) step Risk Management
framework which includes identification of the risk to
which Company is exposed to (basis relevance, type,
source, impact, severity, probability and function) as a
first step, risk assessment (each risk assessed to have
a primary and secondary owner) as a second step,
mitigation plan as third step and monitoring as the
fourth and the last step. The major risks identified by the
businesses and functions are systematically addressed
through mitigating actions on a continuing basis.
INTERNAL FINANCIAL CONTROLS
The Company has put in place adequate internal financial
controls with reference to the financial statements.
During the year under review, such controls were tested
and no reportable material weakness in the design or
operation was observed.
The Company has also put in place adequate systems
of Internal Control to ensure compliance with policies
and procedures which is commensurate with size,
scale and complexity of its operations. The Company
has appointed an external professional firm as Internal
Auditor. The Internal Audit of the Company is regularly
carried out to review the internal control systems and
processes. The Internal Audit Reports along with
implementation and recommendations contained
therein are periodically reviewed by Audit Committee 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 by the regulators or courts
or tribunals impacting the going concern status and
Company's operations in future.
INSOLVENCY AND BANKRUPTCY CODE, 2016
No application or any proceeding has been filed against
the Company under the Insolvency and Bankruptcy
Code, 2016 ('IBC Code') during FY25.
DETAILS OF DIFFERENCE BETWEEN
AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS
THEREOF
The Company has not made any one-time settlement,
therefore, the above disclosure is not applicable.
ANNUAL RETURN
As required by Section 92(3) of the Act read with Rule
12 of the Companies (Management and Administration)
Rules, 2014, the Annual Return of the Company is
available on the website of the Company at www.
infoedge.in/InvestorRelations/IR Annual Return.
DIRECTORS AND KEY MANAGERIAL
PERSONNEL
At Info Edge, a strong Board is considered imperative for
fostering a culture of leadership, providing a long-term
vision, and strengthening the quality of governance.
During the year under review, Ms. Geeta Mathur (DIN:
02139552) was re-appointed as an Independent Director
of the Company, not liable to retire by rotation, for a
second term for 5 (five) consecutive years effective from
May 28, 2024 up to May 27, 2029 (both days inclusive)
which was approved by the Members of the Company
through Postal Ballot on April 20, 2024.
Pursuant to clause (iii)(a) of sub-rule 5 of Rule 8 of the
Companies (Accounts) Rules, 2014, the Board is of the
opinion that Ms. Geeta Mathur, who was re-appointed
during the year under review as an Independent Director,
possesses high integrity, expertise and experience,
enabling her to effectively perform her duties.
Further, in accordance with the approval of the Members
obtained at the 29th AGM, Mr. Chintan Thakkar (DIN:
00678173) was re-appointed as the Whole-time Director,
designated as a Whole-time Director & Chief Financial
Officer of the Company, for another period of 5 (five)
consecutive years, i.e. from October 16, 2024 to October
15, 2029 (both days inclusive).
Mr. Sharad Malik (DIN: 07045964) completed his
second consecutive term as an Independent Director
on December 15, 2024 and consequently ceased to be
an Independent Director of the Company with effect
from close of business hours on December 15, 2024.
The Board places on record its heartiest gratitude
and sincere appreciation for the contribution made by
Mr. Malik during his tenure as Director of the Company
and wishes him success, happiness and best of health
in life.
Further, the present term of appointment of Mr. Sanjeev
Bikhchandani (DIN: 00065640) as the Executive Vice¬
Chairman & Whole-time Director is valid up to April 26,
2026. The Board of Directors at its meeting held on May
27, 2025, on the recommendation of the Nomination &
Remuneration Committee and subject to the approval
of the Members in the ensuing AGM, approved the re¬
appointment of Mr. Bikhchandani as the Executive Vice¬
Chairman & Whole-time Director for another period of 5
(five) years, i.e. with effect from April 27, 2026 to April 26,
2031 (both days inclusive), not liable to retire by rotation.
Also, the present term of appointment of Mr. Hitesh
Oberoi (DIN: 01189953) as the Managing Director &
Chief Executive Officer is valid up to April 26, 2026. The
Board of Directors at its meeting held on May 27, 2025,
on recommendation of Nomination & Remuneration
Committee and subject to the approval of the Members
in the ensuing AGM, approved the re-appointment of
Mr. Oberoi as the Managing Director & Chief Executive
Officer for another period of 5 (five) years, i.e. with
effect from April 27, 2026 to April 26, 2031 (both days
inclusive), liable to retire by rotation.
As required under Regulation 36(3) of the Listing
Regulations and Secretarial Standard-2 on General
Meetings, details of Directors seeking appointment/
re-appointment at the ensuing AGM are given in the
Annexure to the Notice of the ensuing AGM.
DIRECTORS LIABLE TO RETIRE BY ROTATION
In accordance with the provisions of the Act read with
Article 48 of the Articles of Association of the Company,
Mr. Pawan Goyal, Whole-time Director & Chief Business
Officer-Naukri (DIN: 07614990) is liable to retire by
rotation at the ensuing AGM and, being eligible, has
offered himself for re-appointment.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors hold office for their
respective term and are not liable to retire by rotation.
The Company has received declarations from all the
Independent Directors of the Company confirming that
they meet the criteria of independence as prescribed
both under the Act and the Listing Regulations and that
they are not aware of any circumstance or situation,
which exists or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties
with an objective independent judgement and without
any external influence as required under Regulation 25
of the Listing Regulations. Further, in pursuance of Rule
6 of the Companies (Appointment and Qualifications
of Directors) Rules, 2014, all Independent Directors
of the Company have duly confirmed their respective
registration with the Indian Institute of Corporate Affairs
('IICA') database.
Further, in the opinion of the Board, the Independent
Directors of the Company possess the requisite
qualifications, expertise and experience (including the
proficiency) and are persons of high integrity and repute.
Matrix of key skills, expertise and core competencies of
the Board, including the Independent Directors, forms
part of the Corporate Governance Report, forming part
of this Annual Report.
FAMILIARISATION PROGRAMME FOR THE
INDEPENDENT DIRECTORS
In compliance with the requirements of the Listing
Regulations, the Company has put in place a
familiarisation programme for the Independent
Directors to familiarise them with their roles, rights and
responsibilities as Directors, the working of the Company,
nature of the industry in which the Company operates,
business model etc. They are given full opportunity to
interact with senior management personnel and are
provided with all the documents required and/or sought
by them to have a good understanding of the Company,
its business model and various operations and the
industry of which it is a part.
The details of the familiarisation programme are
explained in the Corporate Governance Report which
forms part of this Annual Report. The same is also
available on the website of the Company and can be
accessed by web-link http://www.infoedge.in/pdfs/
Board-Familiarisation.pdf.
PERFORMANCE EVALUATION OF THE BOARD
OF DIRECTORS
Listing Regulations laying down the key functions of the
Board, mandates that the Board shall monitor and review
the Board Evaluation Process and also stipulates that the
Nomination & Remuneration Committee of the Company
shall lay down the evaluation criteria for performance
evaluation of Independent Directors, Board of Directors,
Committee and Individual Directors. Section 134 of the
Act states that a formal evaluation needs to be made
by the Board of its own performance and that of its
committees and individual directors. Further, Schedule
IV to the Act states that performance evaluation of
Independent Directors shall be done by the entire Board
of Directors, excluding the director being evaluated. In
accordance with the aforesaid provisions, the Board
has carried out the annual performance evaluation of its
own performance, the Directors individually as well as
the evaluation of the working of its Committees through
structured questionnaires covering various aspects of
the functioning of Board and its Committees.
Further, in terms of Regulation 25(4) of Listing
Regulations, Independent Directors also evaluated the
performance of Non-Independent Directors, Chairperson
and Board as a whole at separate meeting(s) of
Independent Directors.
Some of the performance indicators based on which the
evaluation takes place are - attendance in the meetings,
quality of preparation/participation, ability to provide
leadership and work as team player. In addition, few
criteria for Independent Directors include commitment
to protecting/enhancing interests of all shareholders
and contribution in implementation of best governance
practices. Performance criteria for Whole-time Directors
includes contribution to the growth of the Company,
new ideas/planning and compliances with all policies of
the Company.
The Board of Directors had expressed their satisfaction
to the overall evaluation process.
SEPARATE MEETING OF INDEPENDENT
DIRECTORS
Pursuant to Schedule IV to the Act and the Listing
Regulations, 2 (two) meetings of Independent Directors
were held during the year i.e. on May 16, 2024 and
November 8, 2024 without the attendance of Executive
Directors and Members of Management.
In addition, the Company encourages regular separate
meetings of its Independent Directors to update them
on all business-related issues and new initiatives.
At such meetings, the Executive Directors and other
members of the Management make presentations on
relevant issues.
KEY MANAGERIAL PERSONNEL
The following persons have been designated as Key
Managerial Personnel of the Company pursuant
to Section 2(51) of the Act, read with the Rules
framed thereunder:
1. Â Â Â Mr. Sanjeev Bikhchandani, Founder & Executive
Vice Chairman;
2. Â Â Â Mr. Hitesh Oberoi, Managing Director & Chief
Executive Officer;
3. Â Â Â Mr. Chintan Thakkar, Whole-time Director & Chief
Financial Officer;
4. Â Â Â Mr. Pawan Goyal, Whole-time Director & Chief
Business Officer-Naukri; and
5. Â Â Â Ms. Jaya Bhatia, Company Secretary &
Compliance Officer.
4. AUDITORS AND AUDITOR'S REPORT
STATUTORY AUDITORS
In terms of the provisions of Section 139 of the
Act, M/s. S.R. Batliboi & Associates LLP, Chartered
Accountants (FRN: 101049W/E300004), pursuant to
your approval, were re-appointed as Statutory Auditors
of the Company, to hold office for the second term of 5
(five) consecutive years from the conclusion of the 27th
AGM, held on August 26, 2022, till the conclusion of the
32nd AGM of the Company.
The notes on financial statements referred to in the
Auditorsâ Report are self-explanatory and do not call for
any further comments. The Auditorsâ Report does not
contain any qualification, reservation or adverse remark
or disclaimer.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act
read with Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Board
of Directors had appointed M/s. Chandrasekaran
Associates, Company Secretaries, a peer reviewed firm,
as the Secretarial Auditors of the Company to undertake
Secretarial Audit of the Company for financial year
ended March 31, 2025. Their report is reviewed by the
Audit Committee and the Board on quarterly basis.
The Secretarial Audit Report and Secretarial Compliance
Report are annexed herewith as Annexure III. The
Secretarial Audit Report is self-explanatory and does not
contain any qualification, reservation or adverse remark
or disclaimer.
Further, pursuant to the amended provisions of
Regulation 24A of the Listing Regulations and Section
204 of the Act read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Audit Committee and the
Board of Directors have approved and recommended
the appointment of M/s. Chandrasekaran Associates,
Company Secretaries, (FRN: P1988DE002500), a peer
reviewed firm, as Secretarial Auditors of the Company
for a term of up to 5 (five) consecutive years to hold
office from the conclusion of ensuing AGM till the
conclusion of 35th (thirty fifth) AGM of the Company
to be held in the FY31, for carrying out the Secretarial
Audit of the period covering the financial years from
FY26 to FY30, for approval of the Members at ensuing
AGM of the Company. Brief profile and other details
of M/s. Chandrasekaran Associates, Company
Secretaries, are separately disclosed in the Notice of
the ensuing AGM.
M/s. Chandrasekaran Associates have given their
consent to act as Secretarial Auditors of the Company.
They have also confirmed that they are not disqualified
to be appointed as Secretarial Auditors in terms of
provisions of the Act & Rules made thereunder and
Listing Regulations.
INTERNAL AUDITORS
M/s. T.R. Chadha & Co. LLP, Chartered Accountants
perform the duties of Internal Auditors of the Company
and their report is reviewed by the Audit Committee on a
quarterly basis.
MAINTAINANCE OF COST RECORDS
The provisions of maintenance of Cost Records as
specified by the Central Government under sub-section
(1) of Section 148 of the Act are not applicable on
the Company.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, none of the Auditors, viz.
Statutory Auditors, Internal Auditors and Secretarial
Auditors have reported to the Audit Committee, under
Section 143(12) of the Act, any instances of fraud
committed against the Company by its officers or
employees, the details of which would need to be
mentioned in the Directors' Report.
5. CORPORATE SOCIAL RESPONSIBILITY
('CSR')
For the Company, CSR means the integration of social,
environmental and economic concerns in its business
operations. CSR involves operating Companyâs business
in a manner that meets or exceeds the ethical, legal,
commercial and public expectations that society has of
businesses. In alignment with vision of the Company,
Info Edge, through its CSR initiatives, will continue
to enhance value creation in the society through
its services, conduct & initiatives, so as to promote
sustained growth for the society.
The CSR Committee of the Company helps the Company
to frame, monitor and execute the CSR activities of the
Company. The Committee defines the parameters and
observes them for effective discharge of the social
responsibility of the Company. The CSR Policy of the
Company outlines the Companyâs philosophy & the
mechanism for undertaking socially useful programmes
for welfare & sustainable development of the community
at large as part of its duties as a responsible corporate
citizen. The CSR Committee also formulates and
recommends to the Board of the Company, CSR annual
action plan in pursuance to its Policy. The constitution of
the CSR Committee is given in the Corporate Governance
Report which forms part of this Annual Report. The CSR
Policy of the Company is available on the Companyâs
website at http://www.infoedge.in/pdfs/CSR-Policy.pdf.
CSR FUNDS ALLOCATED
A snapshot of the geography-wise and sector-wise
spread of the causes, entities and the kind of themes
supported by the Company is given on the next page:
CSR PROJECTS FUNDED IN FY25
Info Edgeâs CSR policy mainly focuses on supporting
organisations that are making impactful interventions at
various stages across the education and employability
spectrum. The details of the CSR Projects supported
by the Company during the year are available on the
Companyâs website at https://www.infoedge.in/pdfs/
CSR-Projects-FY2024-25.pdf
The Annual Report on CSR activities in accordance with
the Companies (Corporate Social Responsibility Policy)
Rules, 2014 as amended, is set out as Annexure IV to
this Report.
BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT
Pursuant to Regulation 34(2)(f) of the Listing
Regulations and related Circulars issued by Securities
and Exchange Board of India ('SEBI'), the Company has
provided the Business Responsibility and Sustainability
Report ('BRSRâ) in the format as specified by SEBI which
indicates the Companyâs performance against the
principles of the 'National Guidelines on Responsible
Business Conductâ. This would enable the Members
to have an insight into environmental, social and
governance initiatives of the Company.
Further, Independent Reasonable Assurance on the
BRSR Core Indicators in the BRSR for FY25 has been
provided by SGS India Pvt. Ltd. ('SGSâ). The scope
and basis of assurance have been described in the
Independent Reasonable Assurance Statement issued
by SGS which forms part of the BRSR.
In terms of Listing Regulations, a separate section on
BRSR with a detailed compliance report forms part
of this Annual Report and is given in Annexure V to
this Report.
CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars relating to conservation of energy and
technology absorption as required to be disclosed under
the Act are part of Annexure VI to the Directorsâ Report.
The particulars regarding foreign exchange earnings
and expenditure are furnished below:
|
Particulars |
FY25 |
FY24 |
|
Foreign exchange earnings |
 |  |
|
Revenue |
1,673.00 |
1,544.91 |
|
Total inflow |
1,673.00 |
1,544.91 |
|
Foreign exchange outflow |
 |  |
|
Internet & Server Charges |
0.20 |
0.12 |
|
Advertising & Promotion Cost |
37.70 |
19.89 |
|
Foreign Branch Expenses |
288.83 |
240.87 |
|
Others |
24.45 |
27.02 |
|
Total Outflow |
351.18 |
287.90 |
|
Net Foreign exchange inflow |
1,321.82 |
1,257.01 |
GREEN INITIATIVE
The Company has implemented the 'Green Initiativeâ to
enable electronic delivery of notice/documents/annual
reports to Members.
Further, the Ministry of Corporate Affairs, Government of
India ('MCAâ) and SEBI through their relevant circulars,
issued from time to time, have permitted the companies
to conduct their extra-ordinary general meeting ('EGMâ)/
AGM through video conferencing or other audio¬
visual means. They have also granted relaxations to
companies to issue/service notices and other reports/
documents of AGM/EGM/Postal Ballots to its Members,
only electronically, at their registered e-mail address(es).
Accordingly, in compliance with the aforementioned
Circulars, Notice of the AGM along with the Annual
Report 2024-25 is being sent only through electronic
mode to those Members whose e-mail addresses are
registered with the Company/Depository Participant.
Members may note that the Notice and Annual Report
2024-25 will also be available on the Companyâs website
at www.infoedge.in, websites of the Stock Exchanges i.e.
BSE and NSE at www.bseindia.com and www.nseindia.
com respectively, and on the website of e-voting agency
i.e. NSDL at https://www.evoting.nsdl.com.
The Members of the Company are requested to send
their request for registration of e-mails by following the
procedure given below for the purpose of receiving the
AGM Notice along with Annual Report 2024-25:
Registration of e-mail addresses for Members
holding shares in physical form:
The Members of the Company holding equity shares
of the Company in physical form and who have not
registered their e-mail addresses may get their e-mail
addresses registered with MUFG Intime India Private
Limited (formerly Link Intime India Pvt. Ltd.), by clicking
the link:Â https://web.in.mpms.mufg.com/EmailReg/
Email Register.html and follow the registration process
as guided therein. The Members are requested to
provide details such as name, folio number, certificate
number, PAN, mobile number and e-mail address and
also upload the image of PAN, aadhaar card, share
certificate & Form ISR-1, ISR-2 in PDF or JPEG format
(upto 1 MB). On submission of the Members details an
OTP will be received by the Member which needs to be
entered in the link for verification.
For Permanent Registration of e-mail
addresses for Members holding shares in
dematerialised form:
It is clarified that for permanent registration of e-mail
address, the Members are requested to register their
e-mail address, in respect of demat holdings with the
respective Depository Participant by following the
procedure prescribed by the Depository Participant.
For Temporary Registration of e-mail
addresses for Members holding shares in
dematerialised form:
The Members of the Company holding equity shares
of the Company in dematerialised form and who have
not registered their e-mail addresses may temporarily
get their e-mail addresses registered with MUFG Intime
India Private Ltd. by clicking the link:Â https://web.
in.mpms.mufg.com/EmailReg/Email Register.html and
follow the registration process as guided therein. The
Members are requested to provide details such as name,
DPID, Client ID/PAN, mobile number and e-mail address
and also upload the image of CML, PAN, aadhaar card
& Form ISR-1 in PDF or JPEG format (upto 1 MB). On
submission of the Members details an OTP will be
received by the Members which needs to be entered in
the link for verification.
In case of any queries, Member may write to RTA at
rnt.helpdesk@in.mpms.mufg.com, or call on Tel no.:
022-49186000
Those Members who have already registered their e-mail
addresses are requested to keep their e-mail addresses
validated with their Depository Participants/RTA to
enable servicing of communication and documents
electronically. In case of any queries, Member may write
either to the Company at investors@naukri.com or to the
RTA at aforesaid e-mail id provided.
Registering e-mail address will help in better
communication between the Company and you as
an esteemed stakeholder and most importantly
will reduce use of paper also contributing towards
green environment.
The Company is providing e-voting facility to all Members
to enable them to cast their votes electronically on all
resolutions set forth in the AGM Notice. This is pursuant
to Section 108 of the Act read with relevant rules thereon.
The instructions for e-voting are provided in the Notice
of the AGM.
6. HUMAN RESOURCES MANAGEMENT
Info Edge continues to be a people driven organisation,
pursuing businesses that thrive on strong human
engagement. The Company places its greatest value on
people, with 'Believing in Peopleâ forming the core of its
human resource strategy. At Info Edge, human resources
management extends beyond set boundaries such as
compensation, performance reviews and development.
The Company has made dedicated efforts in talent
management and succession planning, supported
by robust performance management systems and
comprehensive learning and training initiatives. These
efforts aim to consistently cultivate inspiring, capable,
and credible leadership within the organisation.
In FY25, Info Edge reinforced its commitment to building
a future-ready, high-performance organisation through
focused investments in talent acquisition, leadership
development, performance transformation, and
employee engagement.
The Company significantly expanded its talent pool
by augmenting hiring across critical functions such
as engineering, data science, business intelligence,
product, sales, and design. Notably, the data science
team grew by 45% during the year. Sales hiring
was strengthened through a Pan-India Internship
Programme for flagship businesses Naukri and 99acres,
along with participation in national talent initiatives such
as the National Apprenticeship Promotion Scheme
('NAPSâ) and the Prime Ministerâs Internship Scheme
('PMISâ).
Learning and development efforts gained momentum
through the Companyâs LEAD (Learning and Engagement
for Accelerated Development) framework, covering
|
Name of Director |
Designation |
% increase in |
Ratio of Remuneration |
|
Mr. Kapil Kapoor |
Non-Executive Chairman |
90.00% |
1.97 |
|
Mr. Sanjeev Bikhchandani |
Promoter, Executive Vice-Chairman |
31.67%* |
38.73 |
|
Mr. Hitesh Oberoi |
Promoter, Managing Director & CEO |
29.92%* |
36.34 |
|
Mr. Chintan Thakkar |
Whole-time Director & CFO |
4.29%*$ |
39.42 |
|
Mr. Pawan Goyal |
Whole-time Director & Chief Business |
6.87%*$ |
43.31 |
|
Mr. Ashish Gupta |
Independent Director |
85.19% |
2.60 |
|
Ms. Geeta Mathur |
Independent Director |
43.62% |
3.50 |
|
Ms. Aruna Sundararajan |
Independent Director |
109.03% |
2.80 |
|
Mr. Arindam Kumar Bhattacharya |
Independent Director |
69.78% |
2.67 |
|
Mr. Sanjiv Sachar |
Independent Director |
418.00% |
3.36 |
|
Mr. Sharad Malik |
Independent Director |
22.09%* |
2.73 |
|
Ms. Jaya Bhatia |
Company Secretary |
46.83%$* |
10.40 |
Note 1: Details of remuneration paid to Directors for FY25 are disclosed in the Corporate Governance Report forming part of this Annual
Report.
Â
Note 2: The Non-Executive/Independent Directors are paid sitting fees & commission on the basis of their attendance at the Board/
Committee/Strategic Meetings. Any variation highlighted above in remuneration of these Directors is on account of number
of meetings held or attended and revision of sitting fees structure during FY25.
Note 3: Mr. Pawan Goyal was appointed as Whole-time Director of the Company with effect from April 30, 2023. However, his
remuneration for entire FY24 is considered for calculating the % of increase in remuneration.
* The remuneration paid to the Executive Directors and Company Secretary of the Company includes the amount of Bonus paid for
the previous year.
$ Remuneration of Mr. Chintan Thakkar, Mr. Pawan Goyal and Ms. Jaya Bhatia considered for calculating increase above does not
include employee share based payment.
AÂ Mr. Sharad Malik ceased to be an Independent Director w.e.f. close of business hours on December 15, 2024.
Â
enterprise programmes, function-specific learning, self-
paced options, and peer learning initiatives.
The annual Merit Awards 2024 celebrated outstanding
contributions across the organisation. The Merit Awards
is a premier platform that recognises and rewards
exceptional innovation and significant business impact.
Each year, these awards elevate industry standards,
establish benchmarks for future endeavours, and
cultivate a culture of continuous improvement within
Info Edge.
FY25 also marked a transformational shift in
performance management with the introduction of
MyGPS - Grow. Perform. Succeed. This agile, people¬
centric platform features real-time collaborative goal¬
setting, continuous feedback mechanisms, and a
unique 'Anytime Feedbackâ functionality that promotes
transparency and recognition. The platform also
introduced Growth Check-Ins to separate developmental
discussions from performance evaluations. Additionally,
the Al-powered chatbot 'Mavenâ supported users with
structured inputs and smart nudges, fostering richer
performance conversations.
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 a gender neutral Policy on
the Prevention of Sexual Harassment at its workplaces
in line with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules made thereunder
for prevention and redressal of complaints of sexual
harassment at workplace. The Company has a
framework for employees to report sexual harassment
cases at workplace and the process ensures complete
confidentiality of information.
At Info Edge, fostering a safe and inclusive workplace
is a key priority. During the year under review, the
Company focused on ongoing awareness of Policy on
the Prevention of Sexual Harassment at its workplaces,
and redressal mechanisms, through digital and on-site
initiatives. Workshops for mid to senior managers and
sensitisation sessions at local offices were conducted
to reduce instances of sexual harassment at workplace.
The Company has complied with the provision relating to
the constitution of Internal Complaints Committee ('IC
Committeeâ) under the Sexual Harassment of Women at
the Workplace (Prevention, Prohibition and Redressal)
Act, 2013. The IC Committee includes external
member with relevant experience and majority of the
Members of the IC Committee are women. Thorough
investigation of each case are conducted by the IC
Committee and thereafter decisions are made. The role
of the IC Committee is not restricted to mere redressal
of complaints but also encompasses prevention and
prohibition of sexual harassment.
During FY25, the Company had received 12 (twelve)
complaints of sexual harassment under the Sexual
Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013. All the complaints
were duly investigated and resolved. Out of the 12
(twelve) complaints received during FY25, 10 (ten) were
resolved during the FY25 and the remaining 2 (two) were
resolved subsequent to the end of the year under review.
PARTICULARS OF EMPLOYEES
The particulars of employees required under Rule 5(2) &
(3) of the Companies (Appointment and Remuneration
of the Managerial Personnel) Rules, 2014, framed under
the Act forms part of this Report. However, pursuant
to provisions of Section 136 of the Act, the Annual
Report excluding the aforesaid information, is being
sent to all the Members of the Company and others
entitled thereto. Any Member interested in obtaining
such particulars may write to the Company Secretary
of the Company. The same shall also be available for
inspection by Members at the Registered Office of
the Company.
COMPANY'S POLICY RELATING TO
REMUNERATION FOR DIRECTORS, KEY
MANAGERIAL PERSONNEL AND OTHER
EMPLOYEES
The Companyâs Policy relating to Remuneration
for Directors, Key Managerial Personnel and other
Employees has been explained in the Report on
Corporate Governance forming part of this Annual
Report. The Remuneration policy of the Company is
available on Companyâs website at http://www.infoedge.
in/pdfs/Remuneration-Policy.pdf
MANAGERIAL REMUNERATION
Ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the
Financial Year is given on next page:
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 Company during the financial year
is 1.90% as compared to last year.
THE NUMBER OF PERMANENT EMPLOYEES
ON THE ROLLS OF THE COMPANY:Â 5,984
AVERAGE PERCENTILE INCREASE ALREADY
MADE IN THE SALARIES OF THE EMPLOYEES
OTHER THAN THE MANAGERIAL PERSONNEL
IN THE LAST FINANCIAL YEAR AND ITS
COMPARISON WITH THE PERCENTILE
INCREASE IN THE MANAGERIAL
REMUNERATION AND JUSTIFICATION
THEREOF AND POINT OUT IF THERE ARE
ANY EXCEPTIONAL CIRCUMSTANCES FOR
INCREASE IN MANAGERIAL REMUNERATION
The average increase in salaries of employees
other than managerial personnel in FY25 was around
11% in comparison with percentile increase in salaries
of managerial personnel of around 17.79%.
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 for Directors, Key Managerial
Personnel and other Employees.
EMPLOYEE STOCK OPTION PLAN
The ESOP schemes of the Company helps in sharing
wealth with the employees and are part of a retention-
oriented compensation programme. They help in
meeting the dual objective of motivating key employees
and retention while aligning their long-term career goals
with that of the Company.
ESOP-2007 (MODIFIED IN JUNE 2009):Â This is a SEBI
compliant ESOP scheme which was used to grant stock
based compensation to our associates since 2007. This
was approved by passing a special resolution in the EGM
held in March 2007 which was further amended in June
2009 through approval of Members by Postal Ballot
by introducing Stock Appreciation Rights ('SARsâ)/
Restricted Stock Units ('RSUsâ) and flexible pricing of
ESOP/SAR Grants. This scheme is not currently used by
the Company to make fresh ESOP/SAR/RSU grants and
all options granted under this Scheme have been either
exercised or lapsed.
ESOP-2015:Â This Scheme was introduced by the
Company to provide equity-based incentives to
employees of the Company i.e. the Options granted
under the Scheme may be in the form of ESOPs/SARs/
other Share based form of incentives. The Company
shall issue a maximum of 40 Lakh Options exercisable
into equity shares of the Company. This scheme is
currently used by the Company to make fresh ESOP/
SAR/RSU grants.
The applicable disclosures as stipulated under Act read
with the applicable Rules framed thereunder and the
Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021,
with regard to the Employees' Stock Options Scheme
('ESOS') are available on the website of the Company at
https://www.infoedge.in/pdfs/ESOPDisclosure FY25.
pdf.
Certificate(s) from M/s. Chandrasekaran Associates,
Company Secretaries with regard to the implementation
of the Companyâs Employee Stock Option Schemes in
accordance with the Securities and Exchange Board
of India (Share Based Employee Benefits) Regulations,
2014 which has been subsequently replaced by the
Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021,
will be available for inspection in electronic mode during
the AGM.
The shares to which Companyâs ESOP Schemes
relates are held by the Trustees on behalf of Info Edge
Employees Stock Option Plan Trust. The individual
employees do not have any claim against the shares
held by said ESOP Trust unless they are transferred
to their respective demat accounts upon exercise of
options vested in them.
TRANSFER OF UNCLAIMED DIVIDEND AND
SHARES TO INVESTOR EDUCATION AND
PROTECTION FUND ('IEPF')
Pursuant to Section 124 of the Act, final dividend for
FY17, and first and second interim dividend for the FY18
which remained unpaid/unclaimed for a period of seven
years from the date it was lying in the unpaid dividend
account, has been transferred by the Company to IEPF
of the Central Government.
In terms of Section 124(6) of the Act read with Rule 6
of the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016,
('IEPF Rulesâ) (as amended from time to time) shares
on which dividend has not been paid or claimed by
a Member for a period of seven consecutive years
or more shall be credited to the Demat Account of
Investor Education and Protection Fund Authority
('IEPFAâ) within a period of thirty days of such shares
becoming due to be so transferred. Upon transfer of
such shares, all benefits (like dividend, bonus, etc.),
Â
if any, accruing on such shares shall also be credited
to such Demat Account and the voting rights on such
shares shall remain frozen till the rightful owner claims
the shares. Shares which are transferred to the Demat
Account of IEPFA can be claimed back by the Member
from IEPFA by following the procedure prescribed
under the aforesaid rules. Therefore, it is in the interest
of Members to regularly claim the dividends declared
by the Company. In pursuance of the above provisions,
during FY25, 1,248 (One thousand two hundred and forty
eight) equity shares of the Company were transferred to
the IEPFA.
Further, during the year under review, following dividend
amount pertaining to shares already transferred to
IEPFA, was also transferred to I EPF:
Â
APPRECIATION
The Companyâs operational efficiency is a direct result
of fostering a culture centered around professionalism,
creativity, integrity, and continuous improvement across
all functions and domains. Additionally, the effective
utilisation of the Companyâs resources has been pivotal
in ensuring sustainable and profitable growth.
The Company wishes to express its sincere appreciation
for the efficient and loyal services provided by every
Â
employee. Their whole-hearted efforts have been
instrumental in the Companyâs consistent growth.
Additionally, the Company extends gratitude to the
investors, customers, website visitors, business
partners, bankers, and other stakeholders for their
unwavering support and confidence in the Company and
its Management. We eagerly anticipate their continued
partnership and support.
Â
|
Type of Dividend |
Amount transferred (in f) |
|
FY24 Final Dividend |
97,515 |
|
FY25 Interim Dividend |
96,555 |
Â
For and on behalf of Board of Directors
Kapil Kapoor
Date: May 27, 2025 Â Â Â Chairman
Place: Noida    DIN: 00178966
Â
7. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)
(c) and 134(5) of the Act, the Board of Directors
confirms that:
a) Â Â Â in the preparation of the Annual Accounts, the
applicable accounting standards have been
followed along with proper explanation relating to
material departures;
b) Â Â Â the Directors have selected such accounting
policies and applied them consistently and made
judgements and estimates that are reasonable
and prudent so as to give a true and fair view of
the state of affairs of the Company as at March 31,
2025 and of the profit of the Company for that year;
c) Â Â Â the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of this
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and
other irregularities;
d) Â Â Â the Directors have prepared the Annual Accounts
on a going concern basis;
e) Â Â Â the Directors have laid down internal financial
controls to be followed by the Company and that
such financial controls are adequate and were
operating effectively;
f) Â Â Â the Directors have devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.
The Company has complied with the revised Secretarial
Standards issued by the Institute of Company
Secretaries of India on Meetings of the Board of
Directors and General Meetings.
Mar 31, 2024
The Board of Directors of your Company take pleasure in presenting the Twenty Ninth (29th) Annual Report on the business and operations of Info Edge (India) Limited (the ''Company'') together with the Audited Standalone & Consolidated Financial Statements and the Auditorâs Report thereon for the financial year ended March 31, 2024.
RESULTS OF OPERATIONS
The results of operations for the year under review are given below:
|
(Rs. Mn) |
|||||
|
S.No |
Particulars |
Standalone |
Consolidated |
||
|
FY24 |
FY23 |
FY24 |
FY23 |
||
|
1. |
Net Revenue |
23,809.58 |
21,586.19 |
25,363.40 |
23,456.91 |
|
2. |
Other Income |
2,591.80 |
1,750.94 |
4,137.35 |
3,928.53 |
|
3. |
Total Income (1 2) |
26,401.38 |
23,337.13 |
29,500.75 |
27,385.44 |
|
Expenditure: |
|||||
|
a) Network and other direct Charges |
496.04 |
450.97 |
747.07 |
633.67 |
|
|
b) Employees Cost |
9,820.90 |
9,087.10 |
11,282.37 |
10,973.05 |
|
|
c) Advertising and Promotion Cost |
2,743.95 |
3,155.39 |
3,424.58 |
4,082.09 |
|
|
d) Depreciation/Amortization |
677.38 |
447.41 |
1,011.25 |
730.15 |
|
|
e) Administration & other Expenditure |
1,196.08 |
1,050.58 |
1,616.95 |
2,084.35 |
|
|
f) Finance Cost |
163.11 |
38.89 |
222.60 |
73.35 |
|
|
4. |
Total expenditure |
15,097.46 |
14,230.34 |
18,304.82 |
18,576.66 |
|
5. |
Share of Profit/(Loss) of Joint Ventures |
- |
- |
(1,309.82) |
(2,310.14) |
|
6. |
Operating PBT (1-4 5) |
8,712.12 |
7,355.85 |
5,748.76 |
2,570.11 |
|
7. |
Profit before tax and exceptional items (3-4 5) |
11,303.92 |
9,106.79 |
9,886.11 |
6,498.64 |
|
8. |
Exceptional Item-(loss) |
(171.44) |
(2,947.45) |
(1,105.78) |
(5,092.52) |
|
9. |
Net Profit before tax (7 8) |
11,132.48 |
6,159.34 |
8,780.33 |
1,406.12 |
|
10. |
Tax Expense |
2,801.66 |
2,047.41 |
2,834.80 |
2,110.71 |
|
11. |
Net Profit after tax (9-10) |
8,330.82 |
4,111.93 |
5,945.53 |
(704.59) |
|
12. |
Share of Minority interest in the losses of Subsidiary Companies |
- |
- |
(195.29) |
(372.84) |
|
13. |
Other Comprehensive Income/(Loss) (including share of profit/ (loss) of Joint Ventures - Net of Tax) |
139,180.71 |
(33,434.00) |
163,900.70 |
(36,151.74) |
|
14. |
Total Comprehensive Income/(Loss) (11 12 13) |
147,511.53 |
(29,322.07) |
169,650.94 |
(37,229.17) |
1. FINANCIAL REVIEW
STANDALONE FINANCIAL STATEMENTS
The annual Audited Standalone Financial Statements for the financial year ended March 31, 2024 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'') and other recognized accounting practices and policies to the extent applicable.
Your Company derives its revenue from recruitment, real estate, matrimonial and education classifieds & related services and other income.
Your Company has been one of India''s leading digital companies that services different economic domains through its specialised online offerings. It''s strong legacy of pioneering digital penetration in the country is well established over the last two decades. In this
phase of growth, the Company believes that the effective deployment of technology will be the key to success. Artificial Intelligence (AI), is in broad terms computer software that engages in human like activities, including learning, planning and problem-solving. Effective deployment of AI, especially Machine Learning (ML) is becoming pervasive across all networked businesses of of the Company. These tools are increasingly being used across the different business'' value chain - from product design and development to customer interfacing and solution generation. The Company has been investing into these tools and is focused on building strong competitive positioning by continuously deploying these tools effectively.
There was considerable uncertainty across the global economy in FY24. However, India stood out and was one of the world''s fastest growing economies of its size. So, across the Company''s business portfolio, ventures
|
Type of Dividend |
Date of Declaration |
Record Date |
Rate of Dividend per share % (face value ?10/- per share) |
Total Payout (? Mn) |
|
Interim Dividend |
November 7, 2023 |
November 17, 2023 |
?10/- 100 |
1,293.84 |
prospered that were primarily focused on domestic markets, while some segments that have direct or indirect exposure to global economic conditions faced some headwinds. In this market environment, across its different businesses, the Company remained focused on executing their respective mid-term growth strategies that have been developed over the last few years.
Over the last couple of years, the Company has effectively structured its businesses under specific organisational domains that are in line with its next round of growth objectives. From a strategic perspective, the business has two specific portfolios - an operational business and an investment business. The operational business primarily comprises the core business verticals, namely recruitment, real estate, matrimonial and education. While each of these businesses have attained market leadership, they are in different stages of their maturity and development cycle in line with the domain where they operate. Today, there is much greater digitisation across these domains with deployment of more sophisticated technology tools. Market potential have grown, and competition is fierce. This has warranted the development and adoption of revised strategic plans, which also warrants investments. As the markets have grown within each domain, today there is also concerted efforts to enlarge the bouquet of services and create greater revenue streams, while continuously striving to maintain market leadership. After maintaining adequate financial prudence, the Company continue to invest in new businesses in the online space with a mid to long term objective of getting returns from value creation. This includes investments in independently managed businesses where the management often has an equity stake.
In the core business, recruitments, while the strong growth momentum witnessed in the last few years moderated, the financial performance on a standalone basis remained strong. Importantly, for the developing business portfolio constituting 99acres, Jeevansathi and Shiksha, revenues continued to grow by an impressive 20.18%, while losses
Further, the Board of Directors in its meeting held on May 16, 2024 have recommended payment of Final Dividend at the rate of ?12/- per share for FY24. However, the payment of Final Dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company to be held on Wednesday, August 28, 2024. The record date for the purpose of the payment of Final Dividend is July 29, 2024 and the same will be paid on or after September 5, 2024.
Pursuant to the amendments introduced in the Income Tax Act, 1961 vide Finance Act, 2020, w.e.f. April 1, 2020, Dividend Distribution Tax (DDT) which used to be payable by the Company has been abolished, and instead, the concerned shareholder is liable to pay tax on his dividend income. The Company is thus required to comply with the provisions relating to tax deduction at source (TDS) under the Income Tax Act, 1961 in respect of dividend paid by it on or after such date.
in terms of operating PBT and cash burn from operations reduced by 43.38% and 75.21% respectively. Across these businesses, in a very competitive environment, in FY24 the Company continued to deliver on the facets that contribute to long term steady growth, enhancing its potential for increased value creation. The investment portfolio remained strong with good growth in market capitalisation of the two entities - Zomato Limited (Zomato) and PB Fintech Limited (Policybazaar)-during FY24 resulting in strong value appreciation of the Companyâs investments in them.
The revenue from operations for FY24 was up by 10.30% to ?23,809.58 Million from ?21,586.19 Million for the FY23.
The total income of the Company stood at ?26,401.38 Million up by 13.13% for FY24 from ?23,337.13 Million for FY23. The other income of the Company contributed ?2,591.80 Million to the total income for FY24.
The total expenses for the year stood at ?15,097.46 Million up by 6.09% for the FY24 from ?14,230.34 Million for the FY23.
Operating PBT, for the year, was up by 18.44% over previous year and stood at ?8,712.12 Million in comparison with ?7,355.85 Million in FY23. Profit before tax (PBT) from ordinary activities (before exceptional items) is ?11,303.92 Million in FY24 as against ?9,106.79 Million in FY23.
DIVIDEND
Your Company has been maintaining a consistent & impressive track record of dividend payments for past many years, in line with its approved Dividend Distribution Policy. The said Policy is available on the Companyâs website at https://www.infoedge.in/pdfs/ Dividend-Policy.pdf
For the year under review, the Board of Directors of the Company had declared an Interim Dividend as per following details:
TRANSFER TO RESERVES
The Company does not propose to transfer any amount to the general reserve.
SHARE CAPITAL
During the year under review, the Company issued and allotted 200,000 equity shares on October 6, 2023 at an issue price of ?10/- each to Info Edge Employees Stock Option Plan Trust. Pursuant to the above allotment, the issued & paid up share capital of the Company increased to & stood, as on March 31, 2024, at ?1,293,841,200 divided into 129,384,120 equity shares of ?10/- each.
The fresh shares allotted as aforesaid have been duly listed on the Stock Exchanges.
The Company has not issued any shares with differential voting rights or sweat equity shares during FY24.
LISTING OF SHARES
The Companyâs shares are listed on BSE Ltd. (BSE) & National Stock Exchange of India Ltd. (NSE) with effect from November 21, 2006, post its initial public offering (IPO). The annual listing fees for the FY24 to BSE and NSE has been paid.
DEPOSITS
During the year under review, your Company has not invited or accepted any Deposits from the public/ members pursuant to the provisions of Sections 73 and 76 of the Act read together with the Companies (Acceptance of Deposits) Rules, 2014.
2. OPERATIONS REVIEW
The Company is primarily in the business of operating multiple internet based services through its various web portals and mobile applications. It currently operates in four service verticals - in recruitment solutions through its brands Naukri, iimjobs, Hirist, AmbitionBox, Bigshyft, JobHai, NaukriGulf, Quadrangle; in real estate services through its brand 99acres; in matrimonial services through its brand Jeevansathi and in education services through its brand Shiksha. The Board of Directors of the Company examines the Companyâs performance both from a business & geographical perspective and has accordingly identified its business segments as the primary segments to monitor their respective performance on regular basis and therefore the same have been considered as reportable segments under Ind-AS 108 on Segment Reporting. The reportable segments represent ''Recruitment Solutionsâ, ''99acres for real estateâ and the ''Othersâ segment. The ''Othersâ segment comprises Jeevansathi and Shiksha service verticals since they individually do not meet the qualifying criteria for reportable segment as per the said Accounting Standard.
RECRUITMENT SOLUTIONS
The recruitment vertical, under the flagship brand - Naukri is the Companyâs core business. It is well established and generates strong revenues and cash, which drives investments for the next round of growth across the complete business portfolio. Naukri has strong market dominance and caters to a wide user base. Today, India is undergoing a generational transition, with people becoming more tech savvy. In this backdrop, Naukri is focused on further strengthening its market positioning by modernising its brand image and taking its offering to the next level of customer interfacing by deploying various new technology and AI based tools. There is also an endeavour to reach out to a wider industry segment and customer base that is spread across the next tier of cities and towns in the country. In essence, the business is transforming in line with fast changing market dynamics while still focused on its core objective of profitable business growth.
Naukri, is being rapidly supported by a growing bouquet of offerings within the recruitment space. The core associate brands including NaukriGulf, iimjobs, Hirist, Naukri Campus and JobHai continued to grow well.
As is evident with the market slowdown, especially in the IT recruitment front, especially from the second half of FY23, there has been a slowdown in growth for the recruitment business. This slowdown in topline growth is reflected in the verticalâs financial performance for the FY24. Profitability parameters were also affected as topline growth was not in sync with existing fixed costs. It is important to note, that given the market conditions, the strong growth momentum of the last two years has been considerably curtailed in FY24. However, on a standalone basis the billings, revenues, operating margins and cash generation from the recruitment portfolio, continued to be strong and healthy.
Fundamentally, for the suite of offering under Naukri, the emphasis is on transforming the offering from Indiaâs leading hiring site to a holistic career acquisition platform. This includes effective deployment of technology tools and embracing AI and data-powered automation. Further, there are the set of initiatives that are being implemented to transition from a job search site to a comprehensive career platform for jobseekers. It is also being endeavoured to offer a bouquet of new age technology based recruitment solutions that essentially evolves into an effective one stop shop for all hiring needs. By effectively leveraging the complete bouquet of brands, the Company is continuously taking steps to emerge as even more strong leader across the online recruitment space.
In FY24, the Company continued to leverage the investments made in the recruitment tools based businesses. Zwayam Digital Pvt. Ltd. (Zwayam) and Axilly Labs Pvt. Ltd. (DoSelect).
Further, during the previous year, the Company had made further investment in Sunrise Mentors Pvt. Ltd. (Coding Ninjas) which is engaged in the business of education and operation of an e-learning platform - Coding Ninjas. In FY24, Coding Ninjasâ integration with the naukri platform was completed and now, code studio is live on the comprehensive Naukri 360 offering.
During the year under review, revenue from recruitment solutions segment was up by 7.48% from ?16,795.86 Million in FY23 to ?18,052.66 Million in FY24. Operating Profit before tax in recruitment solutions in FY24 was ?10,508.71 Million as compared to ?10,059.56 Million in FY23.
99ACRES
99acres derives its revenues from projects including listings, featured listings, email campaigns and banner advertisements; resale of properties including listings, featured listings and featured dealers showcase; and rental properties including listings, featured listings and features dealers showcase. Structurally, in line with market dynamics, the business is segregated into four different categories - new projects, resale, rental and commercial. In FY24, there was healthy growth in enquiries to sellers especially in new projects, resale and commercial segments. The growth was driven primarily by the efforts undertaken in improving platform experience and stepping up investments in client delivery.
The initiative undertaken in FY23 to enhance the overall platform experience and synchronise the offering with the fast-changing customer expectations continued through FY24. As part of the secondary premiumisation strategy, the infinity (video) listings product was launched in December 2023. This witnessed a decent initial market offtake.
Considering the strong market competitive environment, the business continued to stress on digital marketing spends to maintain competitive edge. Concrete efforts were made to improve the efficiency of such investments with the effective deployment of analytics. This was further supported by focused efforts on creative and audience optimisation.
A major new initiative is a focus on ''new launchâ solutions, that specifically catered to the needs of developers initiating such projects. The site is also being regularly enhanced through more decision-making tools and content including video content for new projects and secondary sales, methods of making informed online comparisons, and focusing on re-engaging buyers. A new value based pricing mechanism for new projects and secondary projects is being developed. Finally, in a focused manner expansion is being done to increase city coverage and specifically have more presence in Tier-II and Tier-III towns.
The business has the pillar in place to generate good growth in FY25. The market will continue to be competitive, and the growth path will involve several enroute corrections.
During the year under review, real estate business was up by 23.47% from ?2,845.06 Million in FY23 to ?3,512.80 Million in FY24. Operating loss before tax in real estate business in FY24 was reduced to ?688.48 Million as compared to ?1,185.01 Million in FY23.
OTHERS
Your Company also provides matrimonial/matchmaking and education-based classifieds and related services through its portals Jeevansathi and Shiksha respectively.
From a strategic perspective, the Company is extending its activities in matrimonial domain from online ''matrimonialâ to online ''matchmakingâ. Essentially, given the changing fabric of the Indian society, the Company believes there are opportunities to extend the brand and the business from the traditional marriage related matchmaking to ones related to other types of relationships and dating. Within this space, the online matrimony market remains the dominant space for Jeevansathi. It is one of the leading and most trusted matrimony websites in India. It offers a platform for free listing, searching and expressing interest for marriage and its revenues are generated from payments to get contact information and certain value-added services. Initiating conversation with other users through various means on the platform requires users to buy subscriptions for certain pre-defined durations. Some subscription plans also offer higher visibility on the platforms and assisted services. Almost the entire revenue of Jeevansathi is generated from subscriptions which includes first time and renewing user payments.
During FY24 Jeevansathi continued to focus on building its strength in its core markets in North India. Its business has also been enabled by much faster than
expected internet absorption across India, especially in the North India. The business continued to focus on leveraging its strong analytics and understanding of markets in Tier-II and Tier-III cities to penetrate markets deeper. The growth objectives are primarily being driven by deployment of technology. This is applicable for the stress on enhancing the user experience on the site and generating high sales productivity by executing strong tech-driven sales processes.
Product deployment continues to be innovation led. The first phase ''free chatâ remains an exclusive offering whose interface continues to get upgraded to sustain customer interest. The value proposition is enhanced significantly by deployment of a sophisticated recommendation engine that provides solutions by leveraging the information from daily interactions on the platform stored in its background database.
There is considerable stress on providing superior customer experience. This includes provision of video profiles, video/audio calling and online video-based match-hour events. The security factor of the web application is being enhanced through an online ID based verification system. Importantly, one has already seen that around 90% of traffic and time spent is from ''appsâ, which indicates higher user stickiness and a more active user base.
To reach out to the pre-matrimonial dating space, the Company had added Aisle to its matchmaking portfolio in FY23, which runs multiple dating platforms on the web and mobile apps-Aisle, Anbe, Arike, Neetho, Neene, and Jalebi which allow users to browse through profiles of other users with the intent of finding their suitable partner. This app-based dating and matchmaking platform connects South Asians and Indians around the world to find the right soulmate for a relationship prior to getting married. This has further strengthened the offerings in the wider matchmaking space.
In the matchmaking space, the Companyâs focus is on the matrimonial business Jeevansathi. Here, the focus is on continuing with growing the customer base at a rapid pace using the ''chat for freeâ approach, but by minimizing ad-spends. Marketing activities are increasingly shifting to collaborations and support from alternate players like online influencers. A lot of emphasis is being laid on reaching out to prospective customers through ''word of mouthâ and significantly growing the customer base with minimized customer acquisition cost.
However, enhancing user experience is another prerogative. This is being driven by focusing on improving the recommendations that are provided to users and making them more relevant. This is being driven by improving the AI/ML models being deployed for this purpose.
Further, within the online education classifieds space, the Company provides educational classifieds and related services through its website www.shiksha.com. The core offering - Shiksha - has over the last couple of years adopted a restructured strategic roadmap and essentially evolved from merely being a course providersâ information site to a more composite platform guiding a student through higher education and essentially playing a critical role for college and course selection for every individual student. It provides comprehensive information on careers, exams, colleges, and courses that is the basis for effective student counselling,
helping them decide their undergraduate and post graduate options. It also has a specific offering catering to overseas admissions. With this composite offering, it has emerged as Indiaâs largest higher education classified platform with strong following amongst its key stakeholder communities - students and colleges. From the service providers perspective, there are 1,335 unique clients and over 64,100 colleges on the platform, with around 479,500 course listings and a little over 900 entrance exams being specified. Across all aspects, the business is now constantly working on upgrading itself with a focus on enhancing client delivery with emphasis on having quality content, which will drive traffic acquisition.
With revenues from these other verticals increasing by 15.36%, their combined contribution to the Companyâs revenue was 9.43% in FY24. Jeevansathi grew by 9.82% and Shiksha grew by 19.05%.
Detailed analysis of the performance of the Company and its respective business segments has been presented in the section on Management Discussion and Analysis Report forming part of this Annual Report.
CONSOLIDATED FINANCIAL STATEMENT
The Consolidated Financial Statements have been prepared in accordance with the Ind-AS prescribed under Section 133 of the Act and other recognized accounting practices and policies to the extent applicable.
The Consolidated Financial Statements have been prepared on the basis of the audited financial statements of the Company, its subsidiaries, controlled trusts and associate/jointly controlled companies, as approved by their respective Board of Directors/Trustees, as applicable, except for the companies in respect of which investment has been fully impaired. However, for the purpose of consolidation of financial statements of the Company as regards the investment in Happily Unmarried Marketing Pvt. Ltd., International Educational Gateway Pvt. Ltd., Medcords Healthcare Solutions Pvt. Ltd. and Printo Document Services Pvt. Ltd. unaudited financial statements have been considered.
Your Company, on a consolidated basis, achieved net revenue of ?25,363.40 Million during the year under review as against ?23,456.91 Million during the previous financial year, up by 8.13% year on year. The total consolidated income for the year is ?29,500.75 Million as compared to ?27,385.44 Million in FY23.
Operating PBT, on a consolidated basis, for the year, stood at ?5,748.76 Million in comparison with ?2,570.11 Million in FY23. Total comprehensive Income, in FY24, is reported to be ?169,650.94 Million in comparison to total comprehensive losses of ?37,229.17 Million in FY23.
DETAILS OF SUBSIDIARIES/JOINT VENTURE (ASSOCIATE) COMPANIES
As on March 31,2024, the Company had 16 subsidiaries. During the year under review and the period between the end of the financial year and the date of this report following changes have taken place in status of subsidiary and joint venture companies of the Company:
⢠Happily Unmarried Marketing Pvt. Ltd. (HUM): During the year under review, the Company had sold its entire shareholding of 30.48% held through its wholly-owned subsidiary, Startup Investments (Holding) Limited (SIHL) in its associate company namely HUM to VLCC Health Care Limited (VLCC) via a mix of cash and other than cash consideration (swap of shares) for an aggregate consideration of ?611.04 Million. Consequently, HUM has ceased to be an Associate of the Company and the Company, through SIHL holds a stake of 1.24% in VLCC.
⢠International Educational Gateway Pvt. Ltd. (Univariety): During the year under review, Univariety had allocated shares to its ESOP Trust, pursuant to its ESOP Scheme, due to which the shareholding of the Company in Univariety held through its wholly-owned subsidiary, Startup Investments (Holding) Limited (SIHL), diluted to 47.12% and therefore, it has ceased to be a step-down Subsidiary of the Company. However, it continues to be an Associate of the Company.
⢠Wishbook Infoservices Pvt. Ltd. (Wishbook): Subsequent to the end of the year under review, the Company has decided to divest its total shareholding of 34.93% held in Wishbook, on fully converted & diluted basis, through its wholly-owned subsidiary, Startup Investments (Holding) Limited to its director & promoter for sale value of about ?0.01 Million. The said investment in Wishbook has already been impaired during FY20.
During the year, the Board of Directors of your Company reviewed the affairs of the subsidiaries. A statement containing the salient features of the financial statements of the subsidiaries/joint ventures (associate) companies in the prescribed format AOC-I is given as Annexure I to this report. The statement also provides the details of performance and financial position of each of the subsidiaries/joint ventures (associate) companies and their contribution to the overall performance of the Company.
The developments in the operations/performance of each of the subsidiaries & joint ventures (associate) companies included in the Consolidated Financial Statements are presented in the next page:
INVESTEE COMPANIES
Your Company has the following continuing external financial and strategic investments.
All holding percentages in the investee companies given below are computed on fully converted and diluted basis. The percentage holdings are held directly or indirectly through its subsidiaries. It may be noted that the actual economic interest in these investee companies may or may not result into equivalent percentage shareholding on account of the terms of the agreements with them and ESOP Pool (if any).
MTL and Policybazaar at their respective Board Meetings, held on April 26, 2022, had approved the Scheme of Amalgamation between MTL (Transferor Company) and Policybazaar (Transferee Company) and their respective shareholders, under Sections 230 to 232 and other applicable provisions of the Act, including rules made thereunder. The said Scheme is subject to the necessary regulatory and statutory approvals. Upon the said Scheme becoming effective and pursuant to proportionate share issuance by the Transferee Company to the shareholders of the Transferor Company, economic interest of the Company in Policybazaar shall remain unchanged.
The aforesaid Scheme was filed by the Transferee Company with NSE and BSE and no-objection certificate has also been issued by the NSE and BSE on the
Scheme. Further, during FY24, the Transferor Company and Transferee Company have filed a Joint Application before the Honâble Tribunal, under the provisions of Sections 230 to 232 of the Act. The Honâble Tribunal vide its order dated July 05, 2023 had directed to convene meetings of equity shareholders of Transferor Company and equity shareholders & unsecured creditors of the Transferee Company. The meetings were convened on September 02, 2023, wherein the resolution approving the Scheme was duly passed with the requisite majority by the equity shareholders of Transferor Company and equity shareholders & unsecured creditors of the Transferee Company. Subsequently, the Transferor Company and Transferee Company had filed the joint second motion petition before the Honâble Tribunal on September 14, 2023 and the same is under process.
The investments made into the shares of 4B Networks Pvt. Ltd. (Broker Network) and the loans given to it, by the Company through its wholly-owned subsidiary, ACD, were fully impaired in FY23, in the backdrop of various factors including inter alia excessive cash burn, prevailing liquidity issues and significant uncertainty towards funding options. Further, ACD had decided to exercise its contractual rights under the Shareholders Agreement and initiated Forensic Audit into the affairs of Broker Network, since it committed multifarious events of defaults and repeatedly failed to provide the requested crucial information in terms of the Shareholders Agreement and its Articles of Association. The final report of the Forensic Audit is still pending owing to the continued failure of Broker Network and Mr. Rahul Yadav, the Promoter of Broker Network, to share the requested information.
Consequently, ACD exercised its legal rights under the Shareholders Agreement. ACD filed applications for interim reliefs before the Delhi High Court and the Arbitral Tribunal. Pertinently, the Delhi High Court, vide order July 24, 2023, inter alia directed Broker Network and its Promoter to not sell, transfer, alienate, encumber, or create any third-party rights in the assets and properties of Broker Network, and preserve the books, records, accounts, databases, servers, and any other devices, documentation, or information of Broker Network. Further, the Arbitral Tribunal passed an order dated August 14, 2023 allowing the inspection of books of accounts of Broker Network for the FY22, FY23 and FY24. Later, on December 21, 2023, the Arbitral Tribunal
directed Broker Network and its Promoter to maintain status quo as regards their assets and properties; and preserve the books, records etc. of Broker Network, its directors, and key managerial persons. Subsequently, vide order dated May 10, 2024, the Arbitral Tribunal inter alia directed the Promoter of Broker Network to provide the information requested during the Forensic Audit within 4 weeks of the said order. Despite the above orders, Broker Network has, till date, failed to cooperate in providing inspection of its books of accounts and to provide the information requested during the Forensic Audit.
Before the Arbitral Tribunal, the ACD has, inter alia, raised claims concerning breach of obligations and damages for failure of Broker Network and its Promoter to honour the put option. In the arbitration proceedings, the pleadings have been completed and the next date is fixed for settlement of issues on May 20, 2024.
Separately, the Company had learnt that, based on an application filed by a financial creditor of Broker Network, National Company Law Tribunal (''NCLT''), Mumbai, had vide order dated January 12, 2024, initiated corporate insolvency resolution process (''CIRP'') against Broker Network and consequently imposed moratorium.
Besides the above, ACD has filed a criminal complaint against Broker Network, its Promoter and certain persons before the Economic Offences Wing, Mumbai, which is carrying out the investigation against Broker Network. ACD is cooperating in such investigation.
The aforesaid Investee Company(ies), including the companies that became part of the portfolio during the year (except Lumiq, Unbox Robotics, BrainSight, String Bio, Attentive AI, Skylark, Ray IoT, AarogyaAI Innovations, Psila, Vyuti, Ubifly, Attentive OS, SkyServe, VLCC and other listed investee companies), achieved an aggregate revenue of ?14,515.04 Million as against ?16,337.70 Million during the previous financial year. The aggregate operating PBT level loss was ?4,148.92 Million as compared to ?7,195.52 Million during the previous financial year.
The above companies are treated as ''Associate Company/Joint Venturesâ, except where mentioned specifically, in our Consolidated Financial Statements as per the Accounting Standards issued by the Institute of Chartered Accountants of India and notified by the Ministry of Corporate Affairs.
Contributions made to Alternate Investment Funds
The Company had set up its first Alternative Investment Fund (AIF) in FY20 named Info Edge Venture Fund (IEVF) to invest in technology and technology-enabled entities. Smartweb Internet Services Ltd., a wholly-owned subsidiary of the Company, acts as an Investment Manager/Sponsor to the said AIF. IEVF was capitalized with ?7,500 Million with 50% being invested by the Company and 50% by MacRitchie Investments Pte. Ltd. [an indirect wholly owned subsidiary of Temasek Holdings (Pvt.) Ltd.]
Subsequently, the Company during FY23 added a second scheme, IE Venture Fund Follow-on I (IEVF Follow-on Fund) to the IEVF and floated other two AIFs namely, Info Edge Capital (IEC) and Capital 2B (C2B). IEC and C2B are registered with SEBI as Category II - AIF, under the SEBI (Alternative Investment Funds) Regulations, 2012. Smartweb Internet Services Ltd. acts as an Investment Manager/Sponsor to IEC and C2B. IEC had launched a scheme namely, IE Venture Investment Fund II (IEVI Fund II) and C2B had launched a scheme by the name of Capital 2B Fund I (C2B Fund). Initially, MacRitchie Investments Pte. Ltd. had committed to approximately 50% of total corpus of IEVI Fund II and C2B Fund (schemes of IEC and C2B, respectively) in partnership with the Company.
Further, during FY24, IEVI Fund II and C2B Fund entered into Contribution Agreements with DFOSG Pte. Ltd. (DFOSG). The updated details of the fund and schemes after such commitments are as follows.
|
Name of the Fund |
Name of the scheme |
Revised Corpus after DFOSG Commitment (? Mn) as on March 31,2024 |
% of Info Edge (India) Ltd. (direct and indirect) commitment to total Corpus |
|
IEC |
IEVI Fund II |
12,706.25 |
44.66 |
|
C2B |
C2B Fund |
6,378.13 |
44.88 |
During the year under review, the Company has directly acquired 1,015,000, Class A Units of the IEVF Follow-on Fund, a scheme of IEVF for consideration of about ?101.5 Million.
Further, IEVF Follow-on Fund, has returned the unutilized capital of ?780 Million to the Company.
During the year under review, SIHL has also made the following contributions to AIFs by acquisition of:
⢠735,000, Class A Units of IEVF Follow-on Fund, a scheme of IEVF for consideration of about ?73.5 Million.
⢠6,775,000 Class A Units of IEVI Fund II, a scheme of IEC for consideration of about ?677.5 Million.
⢠3,675,000, Class A Units of C2B Fund a scheme of C2B for consideration of ?367.5 Million.
Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, the Consolidated Financial Statements along with all relevant documents and the Auditorsâ Report thereon form part of this Annual Report. Further, the audited financial statements of each of the subsidiaries alongwith relevant Directorsâ Report and Auditorsâ Report thereon are available on our website www.infoedge.in. These documents will also be available for inspection during business hours at our registered office.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the FY24, your Company invested (including outstanding inter-corporate loans), directly or indirectly, about ?756.67 Million into the aforesaid investee companies. This excludes investments made in AIFs directly or indirectly.
Further, particulars of all investments and loans are provided in notes to the financial statements forming part of this Annual Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
As per the provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Company has formulated a Policy on Related Party Transactions, which is available on Companyâs website at http://www.infoedge.in/pdfs/ Related-Partv-Transaction-Policv.pdf.
The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all related party transactions. This policy also specifically deals with the review and approval of material related party transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions.
All related party transactions are periodically placed before the Audit Committee for review and approval. Prior omnibus approval is also obtained for related party transactions on an annual basis for transactions which are of repetitive nature and/or entered in the ordinary course of business and at armâs length basis and such transactions are reviewed by the Audit Committee on quarterly basis.
The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Act in the prescribed Form AOC-2 are given in Annexure II.
MATERIAL CHANGES AND COMMITMENT
There have been no material changes affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date of the Report.
As required under Section 134(3) of the Act, the Board of Directors informs the members that during the financial year, there have been no material changes, except as disclosed elsewhere in report:
⢠In the nature of Companyâs business;
⢠In the Companyâs subsidiaries or in the nature of business carried out by them; and
⢠In the classes of business in which the Company has an interest.
FUTURE OUTLOOK
FY24 was year when the Companyâs core operations grew as a more diversified portfolio. These trends are anticipated to continue in FY25. However, the Companyâs largest business, Naukri, will continue to face certain headwinds until the turnaround in IT sector hiring begins. The business will clearly offset this with the new developments in the non-IT customer base. Also, there will be focus on increase in average revenue per customer with focused value added offerings. Many of the niche offering that form a part of the recruitment business portfolio are also expected to see good traction in business. The online real estate business is expected to thrive under favorable market conditions. However, there will be stiff competition and continuous steps have to be taken to stay competitive. In both the education and matrimonial space, there will be developments in the specific market segments that Info Edge has strategically positioned its offerings. These businesses are expected to drive new channels of revenue generation and deliver better bottom-lines in FY25. Overall, the operating business has potential of maintaining the existing growth rates even as the largest recruitment business will be under some pressure. The investment side of the business is well organised and today the businesses are in early phase of development. The two matured businesses have already had an IPO and the Companyâs investments in this will continuously be monitored according to market movements and internal requirements of liquidity. FY25 should be a positive year in the next round of development.
3. CORPORATE GOVERNANCE
Your Company consistently prioritizes managing its affairs with diligence, transparency, responsibility and accountability, thereby upholding the important dictum that an organizationâs corporate governance philosophy is directly linked to high performance. The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in creation of value for all its stakeholders.
In terms of Regulation 34 of the Listing Regulations, a separate section on ''Corporate Governanceâ with a detailed compliance report on corporate governance and a certificate from M/s. Chandrasekaran Associates, Company Secretaries, Secretarial Auditors of the Company regarding compliance of the conditions of Corporate Governance, forms part of this Annual Report. The report on Corporate Governance also contains certain disclosures required under the Act.
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion & Analysis Report for the year under review as stipulated under Regulation 34 of the Listing Regulations is presented in a separate section forming part of this Annual Report.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Company met 6 (six) times during the year under review on May 26, 2023, August 11, 2023, November 7, 2023, February 13, 2024, March 18, 2024 and March 26, 2024. The details of the meetings of the Board including that of its Committees and Independent Directorsâ meeting(s) are given in the Report on Corporate Governance section forming part of this Annual Report.
BOARD COMMITTEES
The Company has several Board Committees which have been established as part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes. As on March 31, 2024, the Board has 7 (seven) Committees, namely, Audit Committee, Stakeholdersâ Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee, Nomination & Remuneration Committee, Committee of Executive Directors and Business Responsibility & Sustainability Reporting Committee.
During the year, all recommendations of Audit Committee were accepted by the Board.
The details of the composition, powers, functions, meetings of the Committees of the Board held during the year are given in the Report on Corporate Governance section forming part of this Annual Report.
ESTABLISHMENT OF THE VIGIL MECHANISM
The Company has formulated an effective Whistle Blower Mechanism and a policy that lays down the process for raising concerns about unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Ethics & Conduct. The Company has appointed M/s. Thought Arbitrage Consulting, as an Independent External Ombudsman. This policy is further explained under Corporate Governance section, forming part of this Report and the full text of the Policy is available on the website of the Company at www.infoedge.in.
Your Company hereby affirms that no Director/Employee have been denied access to the Chairperson of the Audit Committee. Two (2) complaints were received through the said mechanism which were duly resolved during the year under review.
RISK MANAGEMENT POLICY
The Company has duly approved a Risk Management Policy, formulated in compliance with the Listing Regulations and applicable provisions of the Act, which inter-alia requires the Company to lay down procedures about risk assessment and risk minimization. The Company has an effective risk management procedure, which is governed at the highest level by the Board of Directors, covering the process of identifying, assessing, mitigating, reporting and review of critical risks impacting the achievement of Companyâs objectives or threaten its existence. The Board is responsible for reviewing and ratifying the risk management structure, processes
and guidelines which are developed and maintained by the Company.To further strengthen & streamline the procedures about risk assessment and minimization procedures, the Board of Directors constituted a Board level Risk Management Committee (RMC). RMC is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. During the year under review, the Risk Management Policy and Charter of the RMC were reviewed and amended by the Board, considering the recommendations of the RMC. The detailed terms of reference of RMC are given in the Report on Corporate Governance section forming part of this Annual Report.
The Company follows a 4 (four) steps Risk Management framework which includes identification of the risk to which Company is exposed to (basis relevance, type, source, impact, severity, probability and function) as a first step, risk assessment (each risk assessed to have a primary and secondary owner) as a second step, mitigation plan as third step and monitoring as the fourth and the last step. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
INTERNAL FINANCIAL CONTROLS
Your Company has put in place adequate internal financial controls with reference to the financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.
The Company has also put in place adequate systems of Internal Control to ensure compliance with policies and procedures which is commensurate with size, scale and complexity of its operations. The Company has appointed an external professional firm as Internal Auditor. The Internal Audit of the Company is regularly carried out to review the internal control systems and processes. The Internal Audit Reports along with implementation and recommendations contained therein are periodically reviewed by Audit Committee 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 by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in the future.
INSOLVENCY AND BANKRUPTCY CODE, 2016
No application or any proceeding has been filed against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 201 6) (IBC Code) during the FY24.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
The Company has not made any one-time settlement, therefore, the above disclosure is not applicable.
ANNUAL RETURN
As required by Section 92(3) of the Act, the Annual Return of the Company is available on the website of the Company at www.infoedge.in/InvestorRelations/ IR Annual Return.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
At Info Edge, it is our belief that a strong Board is imperative to create a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance.
In accordance with the approval of the members obtained through Postal Ballot process which concluded on March 30, 2023, Mr. Pawan Goyal (DIN: 07614990) was appointed as a Whole-time Director of the Company, liable to retire by rotation, for a term of 5 (five) consecutive years, effective from April 30, 2023 upto April 29, 2028.
Further, Mr. Sanjiv Sachar (DIN: 02013812) was appointed as an Independent Director of the Company to hold office for a term of 5 (five) consecutive years on the Board of the Company effective from July 15, 2023 upto July 14, 2028 in accordance with the approval of the members obtained at the 28th AGM of the Company held on August 25, 2023.
Thereafter, with effect from August 12, 2023,
Mr. Saurabh Srivastava, Mr. Naresh Gupta and Ms. Bala C Deshpande ceased to be the Non-executive Directors of the Company, after expiry of their respective tenure(s) on August 12, 2023. The Board places on record its deep appreciation for the contribution made by Mr. Saurabh Srivastava, Mr. Naresh Gupta and Ms. Bala C Deshpande during their respective tenure(s) as Director of the Company and wishes them all success, happiness and best of health in life.
Further, on the basis of recommendation of Nomination & Remuneration Committee, the Board Directors, at its meeting held on February 13, 2024, had approved the re-appointment of Ms. Geeta Mathur (DIN: 02139552) as an Independent Director of the Company, not liable to retire by rotation, for a second term for 5 (five) consecutive years effective from May 28, 2024 up to May 27, 2029 (both days inclusive), which was subsequently approved by the members through Postal Ballot process on April 20, 2024.
Pursuant to clause (iiia) of sub-rule 5 of Rule 8 of the Companies (Accounts) Rules, 2014, the Board is of the opinion that Mr. Sanjiv Sachar and Ms. Geeta Mathur, who were appointed/re-appointed during the year under review as Independent Directors, possesses high integrity, expertise and experience, enabling them to effectively perform their duties.
The present term of appointment of Mr. Chintan Thakkar (DIN: 00678173) as the Whole-time Director is valid up to October 15, 2024. In view of the above, the Board has in its meeting held on May 16, 2024, subject to the approval of the members in the forthcoming Annual General Meeting, and on recommendation of Nomination & Remuneration Committee approved the re-appointment of Mr. Thakkar as the Whole-time Director designated as a Whole-time Director & Chief Financial Officer of the Company for another period of 5 (five) consecutive years, after completion of his present term i.e. from October 16, 2024 to October 15, 2029.
DIRECTORS LIABLE TO RETIRE BY ROTATION
In accordance with the provisions of the Act, not less than 2/3rd (Two-third) of the total number of Directors (other than Independent Directors) shall be liable to retire by rotation and 1/3rd (One-third) of such directors shall retire at every annual general meeting of the Company. Accordingly, pursuant to the Act read with
Article 48 of the Articles of Association of the Company, Mr. Kapil Kapoor, Non- Executive Director & Chairman, (DIN: 00178966) is liable to retire 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 to retire by rotation. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and under the Listing Regulations and that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence as required under Regulation 25 of the Listing Regulations. Further, in pursuance of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, all Independent Directors of the Company have duly confirmed their respective registration with the Indian Institute of Corporate Affairs (IICA) database.
Further, in the opinion of the Board, the Independent Directors of the Company possess the requisite expertise and experience (including the proficiency) and are persons of high integrity and repute. Matrix of key skills, expertise and core competencies of the Board, including the Independent Directors, forms a part of the Corporate Governance Report part of this Annual Report.
FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
In compliance with the requirements of the Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. They are given full opportunity to interact with senior management personnel and are provided with all the documents required and/or sought by them to have a good understanding of the Company, its business model and various operations and the industry of which it is a part.
During the year under review, a familiarization programme was conducted for the new Independent Director, namely Mr. Sanjiv Sachar. The Company has also issued formal letter of appointment outlining his role, functions, duties and responsibilities.
The details of the familiarization programme are explained in the Corporate Governance which forms part of this Annual Report. The same is also available on the website of the Company and can be accessed by web link http://www.infoedge.in/pdfs/Board-Familiarisation.pdf.
PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS
Listing Regulations laying down the key functions of the Board, mandates that the Board shall monitor and review the Board Evaluation Process and also stipulates that the
Nomination & Remuneration Committee of the Company shall lay down the evaluation criteria for performance evaluation of Independent Directors, Board of Directors, Committee and Individual Directors. Section 134 of the Act states that a formal evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Further, Schedule IV to the Act states that performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated. In accordance with the aforesaid provisions, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees through structured questionnaires covering various aspects of the functioning of Board and its Committees.
Some of the performance indicators based on which the evaluation takes place are - attendance in the meetings, quality of preparation/participation, ability to provide leadership and work as team player. In addition, few criteria for independent Directors include commitment to protecting/enhancing interests of all shareholders and contribution in implementation of best governance practices. Performance criteria for Whole-time Directors includes contribution to the growth of the Company, new ideas/planning and compliances with all policies of the Company.
The Board of Directors had expressed their satisfaction to the overall evaluation process.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
Pursuant to Schedule IV to the Act and the Listing Regulations, 1 (one) meeting of Independent Directors was held during the year i.e. on May 26, 2023 without the attendance of Executive Directors and members of Management.
In addition, the Company encourages regular separate meetings of its Independent Directors to update them on all business-related issues and new initiatives. At such meetings, the Executive Directors and other members of the Management make presentations on relevant issues.
KEY MANAGERIAL PERSONNEL
The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) of the Act, read with the Rules framed thereunder:
1. Mr. Sanjeev Bikhchandani, Founder & Executive Vice Chairman;
2. Mr. Hitesh Oberoi, Managing Director & Chief Executive Officer;
3. Mr. Chintan Thakkar, Whole-time Director & Chief Financial Officer;
4. Mr. Pawan Goyal, Whole-time Director & Chief Business Officer-Naukri with effect from April 30, 2023; and
5. Ms. Jaya Bhatia, Company Secretary & Compliance Officer.
4. AUDITORS AND AUDITOR''S REPORT
STATUTORY AUDITORS
In terms of the provisions of Section 139 of the Act, M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (FRN: 101049W/E300004), pursuant to your approval, were re-appointed as Statutory Auditors of the Company, to hold office for the second term of 5 (five) consecutive years from the conclusion of the 27th Annual General Meeting, held on August 26, 2022, till the conclusion of the 32nd Annual General Meeting of the Company.
The notes on financial statements referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation or adverse remark or disclaimer.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Chandrasekaran Associates, Company Secretaries as the Secretarial Auditors of the Company to undertake Secretarial Audit of the Company for financial year ended March 31, 2024. Their report is reviewed by the Audit Committee and the Board on quarterly basis.
The Secretarial Audit Report and Secretarial Compliance Report are annexed herewith as Annexure III. The Secretarial Audit Report is self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer.
INTERNAL AUDITORS
M/s. T.R. Chadha & Co LLP, Chartered Accountants perform the duties of internal auditors of the Company and their report is reviewed by the Audit Committee on a quarterly basis.
MAINTAINANCE OF COST RECORDS
The provisions of maintenance of Cost Records as specified by the Central Government under subsection (1) of Section 148 of the Act are not applicable on the Company.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, none of the auditors, viz. Statutory Auditors and Secretarial Auditors have reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boardâs Report.
5. CORPORATE SOCIAL RESPONSIBILITY (CSR)
For your Company, CSR means the integration of social, environmental and economic concerns in its business operations. CSR involves operating Companyâs business in a manner that meets or exceeds the ethical, legal, commercial and public expectations that society has of businesses. In alignment with vision of the Company, Info Edge, through its CSR initiatives, will continue to enhance value creation in the society through its services, conduct & initiatives, so as to promote sustained growth for the society.
The CSR Committee of the Company helps the Company to frame, monitor and execute the CSR activities of the Company. The Committee defines the parameters and observes them for effective discharge of the social responsibility of your Company. The CSR Policy of your Company outlines the Companyâs philosophy & the mechanism for undertaking socially useful programmes for welfare & sustainable development of the community at large as part of its duties as a responsible corporate citizen. The CSR Committee also formulates and recommends to the Board of the Company, CSR annual action plan in pursuance to its Policy. The constitution of the CSR Committee is given in the Corporate Governance Report which forms part of this Annual Report. The CSR Policy of the Company is available on the Companyâs website at http://www.infoedge.in/pdfs/CSR-Policv.pdf.
CSR PROJECTS FUNDED IN FY24
Info Edgeâs CSR policy mainly focuses on supporting organizations that are making impactful interventions at various stages across the education and employability spectrum. The details of the CSR Projects supported by the Company during the year are available on the Companyâs website at https://www.infoedge.in/pdfs/ CSR-Projects-FY2023-24.pdf.
The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended, is set out as Annexure IV to this Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34(2)(f) of the Listing Regulations and related Circulars issued by SEBI, the Company has provided the Business Responsibility and Sustainability Report (BRSR) in the format as specified by SEBI which indicates the Companyâs performance against the principles of the ''National Guidelines on Responsible Business Conductâ. This would enable the Members to have an insight into environmental, social and governance initiatives of the Company.
Further, Independent Reasonable Assurance on the BRSR Core Indicators in the BRSR for FY24 has been provided by SGS India Private Limited (SGS). The scope and basis of assurance have been described in the Independent Reasonable Assurance Statement issued by SGS which forms part of the BRSR.
In terms of Listing Regulations, a separate section on BRSR with a detailed compliance report forms part of this Annual Report and is given in Annexure V.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy and technology absorption as required to be disclosed under the Act are part of Annexure VI to the Directorsâ Report. The particulars regarding foreign exchange earnings and expenditure are furnished below:
|
(? Mn) |
||
|
Particulars |
FY24 |
FY23 |
|
Foreign exchange earnings |
||
|
Revenue |
1,544.91 |
1,317.51 |
|
Total inflow |
1,544.91 |
1,317.51 |
|
Foreign exchange outflow |
||
|
Internet & Server Charges |
0.12 |
0.22 |
|
Advertising & Promotion Cost |
19.89 |
40.00 |
|
Foreign Branch Expenses |
240.87 |
212.71 |
|
Others |
27.02 |
25.81 |
|
Total Outflow |
287.90 |
278.74 |
|
Net Foreign exchange inflow |
1,257.01 |
1,038.77 |
GREEN INITIATIVE
The Company has implemented the ''Green Initiativeâ to enable electronic delivery of notice/documents/annual reports to shareholders.
Further, the Ministry of Corporate Affairs, Government of India (MCA) vide General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 02/2021 dated January 13, 2021, 10/2021 dated June 23, 2021, 19/2021 dated December
8, 2021,20/2021 dated December 8, 2021,21/2021 dated December 14, 2021 2/2022 dated May 5, 2022, 10/2022 dated December 28, 2022 and 09/2023 dated September 25, 2023 (collectively referred to as "MCA Circularsâ) and circulars issued by the Securities and Exchange Board of India (SEBI) bearing Circular Nos. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated May 12, 2020, SEBI/HO/CFD/ CMD2/CIR/P/2021/11 dated January 15, 2021, SEBI/ HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December
09, 2020 SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023 and SEBI/HO/DDHS/P/CIR/2023/0164 dated October 06, 2023 (hereinafter collectively referred to as ''the Circularsâ) has allowed companies to conduct their extra-ordinary general meeting/annual general meeting (EGM/AGM) through video conferencing or other audio visual means and also granted relaxations to issue/service notices and other reports/documents of AGM/EGM/Postal Ballots to its shareholders, only electronically, at their registered e-mail address(es).
Accordingly, in compliance with the aforementioned Circulars, Notice of the AGM along with the Annual Report 2023-24 is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depository Participant. Members may note that the Notice and Annual Report 2023-24 will also be available on the Companyâs website www.infoedge.in. websites of the Stock Exchanges i.e. BSE and NSE at www.bseindia.com and www.nseindia. com respectively, and on the website of e-voting agency i.e. National Securities Depository Limited (NSDL) https://www.evoting.nsdl.com.
The members of the Company are requested to send their request for registration of e-mails by following the procedure given below for the purpose of receiving the AGM Notice along-with Annual Report 2023-24:
Registration of e-mail addresses for shareholders holding shares in physical form:
The members of the Company holding equity shares of the Company in physical form and who have not registered their e-mail addresses may get their e-mail addresses registered with Link Intime India Pvt. Ltd. (RTA), by clicking the link: https://liiplweb.linkintime. co.in/EmailReg/Email Register.html and follow the registration process as guided therein. The members are requested to provide details such as name, folio number, certificate number, PAN, mobile number and e-mail address and also upload the image of PAN, aadhar card, share certificate & Form ISR-1, ISR-2 in PDF or JPEG format (upto 1 MB). On submission of the shareholders details an OTP will be received by the shareholder which needs to be entered in the link for verification.
For Permanent Registration of e-mail addresses for shareholders holding shares in demat form:
It is clarified that for permanent registration of e-mail address, the members are requested to register their e-mail address, in respect of demat holdings with the respective Depository Participant by following the procedure prescribed by the Depository Participant.
For Temporary Registration of e-mail addresses for shareholders holding shares in demat form:
The members of the Company holding equity shares of the Company in Demat Form and who have not registered their e-mail addresses may temporarily get their e-mail addresses registered with Link Intime India Pvt. Ltd. by clicking the link: https://liiplweb.linkintime. co.in/EmailReg/Email Register.html and follow the registration process as guided therein. The members are requested to provide details such as name, DPID, Client ID/PAN, mobile number and e-mail address and also upload the image of CML, PAN, aadhar card & Form ISR-1 in PDF or JPEG format (upto 1 MB). On submission of the shareholders details an OTP will be received by the shareholder which needs to be entered in the link for verification.
In case of any queries, shareholder may write to rnt.helpdesk@linkintime.co.in. under Help section or call on Tel no.: 022-49186000;
Those shareholders who have already registered their e-mail addresses are requested to keep their e-mail addresses validated with their Depository Participants/ RTA to enable servicing of communication and documents electronically. In case of any queries, shareholder may write either to the Company at investors@naukri.com or to the RTA at aforesaid e-mail id provided.
Registering e-mail address will help in better communication between the Company and you as an esteemed stakeholder and most importantly will reduce use of paper also contributing towards green environment.
The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the AGM Notice. This is pursuant to Section 108 of the Act read with relevant rules thereon. The instructions for e-voting are provided in the Notice of the AGM.
6. HUMAN RESOURCES MANAGEMENT
Info Edge remains primarily a people driven organisation pursuing businesses that have strong human engagement. Your Company considers people as its biggest assets and ''Believing in Peopleâ is at the heart of its human resource strategy. Human resources management at Info Edge goes beyond the set boundaries of compensation, performance reviews and development. Your Company has put concerted efforts in talent management and succession planning practices, strong performance management and learning and training initiatives to ensure that your Company consistently develops inspiring, strong and credible leadership.
Your Company has established an organization structure that is agile and focused on delivering business results. With regular communication and sustained efforts, it is ensuring that employees are aligned on common objectives and have the right information on business evolution.Your Company is dedicated to nurturing an environment of trust and mutual respect among its employees, where its core values and principles serve as the cornerstone in all people-related matters.
Through FY24, the Company has added key skills across the functions of Engineering, Data Science, Marketing, Product, Quality Assurance and Design functions. The campus recruitment strategy has evolved over the last
few years. In addition, Info Edge harnessed the power of AI to enhance candidate sourcing and seamlessly integrated Zwayam for a more robust hiring process. Further, the internal job posting program iEvolve champions talent mobility, while our Bring Your Own Buddy referral initiative has experienced substantial growth.
At the heart of Companyâs evolution into a learning organization lies LEAD (Learning and Engagement for Accelerated Development). LEAD is built upon a robust learning framework, meticulously aligned with the organizational strategy and bespoke business requirements. This includes tailored internal and external learning interventions catering to associates across the organization, Self-Paced Learning like ''iLearnâ and peer learning initiatives like ''Brown Bag seriesâ. Further, the initiatives taken for strengthening employee engagement includes iSpeak survey and Al-enabled ''Chief Listening Officerâ - Amber. For FY24, the iSpeak Score is at 88% with high cores in areas such as inclusion, pride at work, safety, clarity of goals, managerial support and communication.
The Info Edge Merit Awards 2023 epitomize the Companyâs dedication to excellence through innovation and business impact. It honoured both individual achievements and the collective triumphs of different teams. Serving as a pinnacle of recognition within Info Edge, these awards symbolize its unwavering commitment to cultivating an innovative culture where bold ideas flourish and collaboration thrives.
The Infoedgeway Championship, a first-of-its-kind tournament, served as the crescendo to the Leadership Principles campaign. Built in-house with the intention of enabling associates to internalize our 11 Leadership Principles, this simulated business championship witnessed active participation from over 1,500 associates across two weeks.
The Company participated in the Great Place to Work study conducted by the Great Place to Work® Institute (GPTWI) for the second time in January 2024. The evaluation included an exhaustive Employee Survey floated to everyone in the organization and a thorough Culture Audit to review our People Practices. Basis the study, Info Edge has been certified by GPTWI as a Great Place to Work second time in a row. This is a special milestone and an important step towards building a Great Place to Work that continues to amplify the success of Info Edge as an organization.
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 a gender neutral Policy on the Prevention of Sexual Harassment at its workplaces in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder for prevention and redressal of complaints of sexual harassment at workplace. The Company has a framework for employees to report sexual harassment cases at workplace and the process ensures complete confidentiality of information.
The Company has complied with the provision relating to the constitution of Internal Complaints Committee (IC Committee) under the Sexual Harassment of Women
at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The IC Committee includes external member with relevant experience and majority of the members of the IC Committee are women. Thorough investigation of each case are conducted by the IC Committee and thereafter decisions are made. The role of the IC Committee is not restricted to mere redressal of complaints but also encompasses prevention and prohibition of sexual harassment.
During the FY24, the Company had received 4 (four) complaints on sexual harassment under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, which were duly investigated and resolved.
PARTICULARS OF EMPLOYEES
The particulars of employees required under Rule 5(2) & (3) of the Companies (Appointment and Remuneration of the Managerial Personnel) Rules, 2014 framed under
the Act forms part of this Report. However, pursuant to provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information, is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary of the Company. The same shall also be available for inspection by members at the Registered Office of your Company.
COMPANY''S POLICY RELATING TO REMUNERATION FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
The Companyâs Policy relating to Remuneration for Directors, Key Managerial Personnel and other Employees has been explained in the Report on Corporate Governance section forming part of this Annual Report. The Remuneration policy of the Company is available on Companyâs website at http://www.infoedge.in/pdfs/ Remuneration-Policy.pdf
MANAGERIAL REMUNERATION
Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the Financial Year is given below:
|
Name of Director |
Designation |
% increase in remuneration in the FY24 |
Ratio of Remuneration of each Director/ to median remuneration of employees |
|
Mr. Kapil Kapoor |
Non-Executive Chairman |
(44.44%) |
1.06 |
|
Mr. Sanjeev Bikhchandani |
Promoter, Executive Vice-Chairman |
0.77%* |
29.98 |
|
Mr. Hitesh Oberoi |
Promoter, Managing Director & CEO |
(1.12%)* |
28.50 |
|
Mr. Chintan Thakkar |
Whole-time Director & CFO |
10.35%*$ |
38.52 |
|
Mr. Pawan Goyal |
Whole-time Director & Chief Business Officer - Naukri |
N.A. |
41.30 |
|
Mr. Sharad Malik |
Independent Director |
(32.28%) |
2.28 |
|
Mr. Ashish Gupta |
Independent Director |
(20.59%) |
1.43 |
|
Ms. Geeta Mathur |
Independent Director |
(25.98%) |
2.49 |
|
Ms. Aruna Sundararajan |
Independent Director |
1,191.67%® |
1.37 |
|
Mr. Arindam Kumar Bhattacharya |
Independent Director |
1,416.67%® |
1.60 |
|
Mr. Sanjiv Sachar |
Independent Director |
N.A. |
0.66 |
|
Mr. Saurabh Srivastava |
Non-Executive Director |
(66.23%,)* |
1.35 |
|
Mr. Naresh Gupta |
Non-Executive Director |
(58.20%)* |
1.35 |
|
Ms. Bala C Deshpande |
Non-Executive Director |
(88.89%)* |
0.21 |
|
Ms. Jaya Bhatia |
Company Secretary |
52.14%$ |
7.22 |
Note 1: Details of remuneration paid to Directors for FY24 are disclosed in the Corporate Governance Report forming part of this Annual Report. Note 2: The Non-Executive/Independent Directors are paid sitting fees & commission on the basis of their attendance at the Board/Committee/ Strategic Meetings. Any variation highlighted above in remuneration of these Directors is on account of number of meetings held or attended.
Note 3: Mr. Pawan Goyal was appointed as Whole-time Director of the Company with effect from April 30, 2023, therefore, disclosure regarding percentage increase in his remuneration during the financial year is not applicable for FY24. Further, remuneration of Mr. Pawan Goyal considered above for calculation of ratio, includes remuneration paid to him for the entire FY24.
Note 4: Since Mr. Sanjiv Sachar was appointed as Independent Director with effect from July 15, 2023, disclosure regarding percentage increase in his remuneration during the financial year is not applicable for FY24.
@ The exponential increase in remuneration of Ms. Aruna Sundararajan and Mr. Arindam Kumar Bhattacharya is due to their appointment as Independent Directors with effect from February 11,2023, due to which they were eligible for attending 1 (one) Board meeting in the FY23.
* The remuneration paid to the Executive Directors of the Company includes the amount of Bonus paid for the previous year.
$ Remuneration of Mr. Chintan Thakkar and Ms. Jaya Bhatia considered for calculating increase above does not include employee share based payment.
* Mr. Saurabh Srivastava, Mr. Naresh Gupta and Ms. Bala C Deshpande ceased to be Directors of the Company upon completion of their respective term as Non-Executive Director on August 12,2023.
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the Company and that such financial controls are adequate and were operating effectively;
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
The Company has complied with the revised Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.
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 Company during the financial year is 13.20% as compared to last year.
THE NUMBER OF PERMANENT EMPLOYEES ON THE ROLLS OF THE COMPANY 5,71 2
AVERAGE PERCENTILE INCREASE ALREADY MADE IN THE SALARIES OF THE EMPLOYEES OTHER THAN THE MANAGERIAL PERSONNEL IN THE LAST FINANCIAL YEAR AND ITS COMPARISON WITH THE PERCENTILE INCREASE IN THE MANAGERIAL REMUNERATION AND JUSTIFICATION THEREOF AND POINT OUT IF THERE ARE ANY EXCEPTIONAL CIRCUMSTANCES FOR INCREASE IN MANAGERIAL REMUNERATION
The average increase in salaries of employees other than managerial personnel in FY24 was around 8.6% in comparison with percentile increase in salaries of managerial personnel of around 47.94%.
The above percentile increase in salaries of managerial personnel includes remuneration paid to Mr. Pawan Goyal for FY24, who was appointed during the year under review.
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 for Directors, Key Managerial Personnel and other Employees.
EMPLOYEE STOCK OPTION PLAN
Our ESOP schemes help us share wealth with our employees and are part of a retention-oriented compensation program. They help us meet the dual objective of motivating key employees and retention while aligning their long-term career goals with that of the Company.
ESOP-2007 (MODIFIED IN JUNE 2009): This is a SEBI compliant ESOP scheme which was used to grant stock based compensation to our associates since 2007. This was approved by passing a special resolution in the Extraordinary General Meeting (EGM) held in March 2007 which was further amended in June 2009 through approval of shareholders by Postal Ballot by introducing Stock Appreciation Rights (SARs)/Restricted Stock Units (RSUs) and flexible pricing of ESOP/SAR Grants. This scheme is not currently used by the Company to make fresh ESOP/SAR/RSU grants and all options granted under this Scheme have been either exercised or lapsed.
ESOP-2015: This Scheme was introduced by the Company to provide equity-based incentives to employees of the Company i.e. the Options granted under the Scheme may be in the form of ESOPs/SARs/other Share based form of incentives. The Company shall issue a maximum of 40 Lakh Options exercisable into equity shares of the Company. This scheme is currently used by the Company to make fresh ESOP/SAR/RSU grants.
The applicable Disclosures as stipulated under Act read with the applicable Rules framed thereunder and the SEBI Guidelines as on March 31, 2024 with regard to the Employees'' Stock Option Scheme (ESOS) are annexed with this report as Annexure VII.
Certificate(s) from M/s. Chandrasekaran Associates, Company Secretaries with regards to the implementation of the Company''s Employee Stock Option Schemes in line with SEBI (Share Based Employees Benefits) Regulations, 2014 will be available for inspection in electronic mode during the Annual General Meeting.
The shares to which Company''s ESOP Schemes relates are held by the Trustees on behalf of Info Edge Employees Stock Option Plan Trust. The individual employees do not have any claim against the shares held by said ESOP Trust unless they are transferred to their respective demat accounts upon exercise of options vested in them.
TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to Section 124 of the Act first interim dividend for the FY17 and second interim dividend for the FY17 which remained unpaid/unclaimed for a period of seven years from the date it was lying in the unpaid dividend account, has been transferred by the Company to IEPF of the Central Government.
In terms of Section 124(6) of the Act read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (IEPF Rules) (as amended from time to time) shares on which dividend has not been paid or claimed by a shareholder for a period of seven consecutive years or more shall be credited to the Demat Account of Investor Education and Protection Fund Authority (IEPFA) within a period of thirty days of such shares becoming due to be so transferred. Upon transfer of such shares, all benefits (like dividend, bonus, etc.), if any, accruing on such shares shall also be credited to such Demat Account and the voting rights on such shares shall remain frozen till the rightful owner claims the shares. Shares which are transferred to the Demat Account of IEPFA can be claimed back by the shareholder from IEPFA by following the procedure prescribed under the aforesaid rules. Therefore, it is in the interest of shareholders to regularly claim the dividends declared by the Company. In pursuance of the above provisions, during the FY24, 424 (Four hundred and twenty four) equity shares of the Company were transferred to the IEPFA.
Further, during the year under review, following dividend amount pertaining to shares already transferred to IEPFA, was also transferred to IEPF:
|
Type of Dividend |
Amount transferred (in f) |
|
FY23 Final Dividend |
70,688 |
|
FY24 Interim Dividend |
77,480 |
7. DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c) and
134(5) of the Act, the Board of Directors confirms that:
a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for that year;
APPRECIATION
Your Companyâs operational efficiency is a direct result of fostering a culture centered around professionalism, creativity, integrity, and continuous improvement across all functions and domains. Additionally, the effective utilization of the Company''s resources has been pivotal in ensuring sustainable and profitable growth.
We wish to express our sincere appreciation for the efficient and loyal services provided by every employee. Their whole-hearted efforts have been instrumental in our consistent growth. Additionally, we extend our gratitude to our investors, customers, website visitors, business partners, bankers, and other stakeholders for their unwavering support and confidence in the Company and its Management. We eagerly anticipate their continued partnership and support.
Mar 31, 2022
The Board of Directors of your Company take pleasure in presenting the Twenty Seventh (27th) Annual Report on the business and operations of Info Edge (India) Limited (the Company) together with the Audited Standalone & Consolidated Financial Statements and the Auditors Report thereon for the financial year ended March 31,2022.
The results of operations for the year under review are given below:
|
('' in million) |
|||||
|
sr. |
particulars |
standalone |
consolidated |
||
|
No. |
FY22 |
FY21 |
FY22 |
FY21 |
|
|
1. |
Net Revenue |
15,624.59 |
11,280.00 |
15,890.26 |
11,280.00 |
|
2. |
Other Income |
1,702.38 |
1,189.88 |
4,403.62 |
1,493.96 |
|
3. |
Total income (1 2) |
17,326.97 |
12,469.88 |
20,293.88 |
12,773.96 |
|
Expenditure: |
|||||
|
a) Network and other charges |
318.96 |
284.47 |
340.16 |
284.87 |
|
|
b) Employees Cost |
7,112.66 |
5,632.55 |
7,463.05 |
5,673.54 |
|
|
c) Advertising and Promotion Cost |
2,850.97 |
1,826.06 |
2,860.78 |
1,826.06 |
|
|
d) Depreciation/Amortization |
400.63 |
442.84 |
449.05 |
447.96 |
|
|
e) Administration & other Expenditure |
704.70 |
655.93 |
833.91 |
683.41 |
|
|
4. |
Total expenditure |
11,387.92 |
8,841.85 |
11,946.95 |
8,915.44 |
|
5. |
EBITDA(3-4 3d) |
6,339.68 |
4,070.87 |
8,795.98 |
4,306.48 |
|
6. |
Finance Cost |
46.28 |
57.87 |
46.51 |
57.89 |
|
7. |
Share of Profit/(loss) of Joint Ventures/Associate |
- |
- |
21,953.62 |
(2,118.73) |
|
8. |
profit before tax and exceptional items (3-4-6 7) |
5,892.77 |
3,570.16 |
30,254.04 |
1,681.90 |
|
9. |
Exceptional Item-(loss)/gain |
95,116.21 |
(32.24) |
111,747.10 |
14,341.16 |
|
10. |
Net profit before tax (8 9) |
101,008.98 |
3,537.92 |
142,001.14 |
16,023.06 |
|
11. |
Tax Expense |
11,783.51 |
753.09 |
13,178.84 |
1,842.76 |
|
12. |
Net profit after tax (10-11) |
89,225.47 |
2,784.83 |
128,822.30 |
14,180.30 |
|
13. |
Share of Minority interest in the (profit)/losses of Subsidiary Companies |
- |
- |
(1,226.59) |
(17.23) |
|
14. |
Other Comprehensive Income/(loss) (including share of profit/(loss) of Joint Venture/Associate-Net of Tax) |
7,000.44 |
74.04 |
(7,701.53) |
50.06 |
|
15. |
Total comprehensive Income (12 13 14) |
96,225.91 |
2,858.87 |
119,894.18 |
14,213.13 |
STANDALONE FINANCIAL STATEMENTS
The annual Audited Standalone Financial Statements for the financial year ended March 31,2022 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) and other recognized accounting practices and policies to the extent applicable.
Your Company derives its revenue from recruitment, real estate, matrimonial and education classifieds and related services and other income.
In FY22, COVID-19 pandemic continued to be a global challenge, creating disruption across the world. The second round of COVID-19 adversely affected India across regions during the first quarter. There was significant loss of lives and the economy hit another roadblock just as it was emerging on a recovery path post the first phase of COVID-19 in FY21. From an economic perspective, India withstood the second wave of COVID-19 reasonably well and rebounded on its growth path through the course of FY22.
The Company has been one of India''s leading digital companies that services different economic domains through its specialised online offerings. There has been a rapid shift of many economic activities from physical platforms to online domains during the last two years due to COVID-19. In fact, the Indian population has moved much faster towards adoption of digital technologies. This behavioural shift has provided further growth opportunities for the Company. With strong performance and steady quarter-on-quarter growth, the Company has emerged from the COVID-19 related slowdown and is back on a strong ''renewed growth momentum''.
The Revenue from operations for FY22 was up by 38.52% to ?15,624.59 Million from ?11,280.00 Million for the FY21.
The total income of the Company stood at ?17,326.97 Million up by 38.95% for FY22 from ?12,469.88 Million for FY21. The other income of the Company contributed ?1,702.38 Million to the total income for FY22.
The total expenses for the year stood at ?11,434.20 Million up by 28.48% for the FY22 from ?8,899.72 Million for the FY21.
During the year under review, there was an exceptional gain of ?95,116.21 Million majorly on account of unrealized mark to market gain on the date of listing of Zomato Ltd.
Operating EBITDA, for the year, was up by 60.96% over previous year and stood at ?4,637.30 Million in comparison with ?2,880.99 Million in FY21. Profit before tax (PBT) from ordinary activities (before exceptional items) is ?5,892.77 Million in FY22 as against ?3,570.16 Million in FY21.
DIVIDEND
Your Company has been maintaining a consistent & impressive track record of dividend payments for past many years, in line with its approved Dividend Distribution Policy. The said Policy is available on the Company''s website at http://www.infoedge.in/pdfs/Dividend-Policy-feb21.pdf
For the year under review, the Board of Directors of the Company had declared an Interim Dividend as per following details:
|
Type of Dividend |
Date of Declaration |
Record Date |
Rate of % Dividend per share (face value ?10 per share) |
Total Payout (^Million) |
|
Interim Dividend |
January 7, 2022 |
January 18, 2022 |
CO CO o |
1,030.27 |
Further, the Board of Directors in its meeting held on May 27, 2022 have recommended payment of Final Dividend at the rate of ?5/- per share for FY22. However, the payment of Final Dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company to be held on August 26, 2022. The record date for the purposes of the Annual General Meeting and payment of Final Dividend is August 19, 2022 and the same will be paid on or after September 16, 2022.
Pursuant to the amendments introduced in the Income-tax Act, 1961 vide Finance Act, 2020, w.e.f. April 1, 2020, Dividend Distribution Tax (DDT) which used to be payable by the Company has been abolished, and instead, the concerned shareholder is liable to pay tax on his dividend income. The Company is thus required to comply with the provisions relating to tax deduction at source (TDS) under the Income-tax Act, 1961 in respect of dividend paid by it on or after such date.
The Register of Members and Share Transfer Books of the Company shall remain closed from August 20, 2022 to August 26, 2022 for the purpose of the Annual General Meeting and payment of Final Dividend.
TRANSFER TO RESERVES
The Company did not transfer any amount to reserves during the year.
SHARE CAPITAL
During the year under review, there has been no change in the paid-up share capital of the Company. As on March 31, 2022, the paid-up share capital stood at ?1,287,841,200/-divided into 128,784,120 equity shares of ?10/- each.
The Company has not issued shares with differential voting rights or sweat equity shares during FY22.
LISTING OF SHARES
The Company''s shares are listed on BSE Ltd. (BSE) & National Stock Exchange of India Ltd. (NSE) with effect from November 21, 2006, post its initial public offering (IPO). The annual listing fees for the FY22 to BSE and NSE has been paid.
FIXED DEPOSITS
During the year under review, your Company has not invited or accepted any Deposits from the public/members pursuant to the provisions of Sections 73 and 76 of the Act read together with the Companies (Acceptance of Deposits) Rules, 2014.
The Company is primarily in the business of operating multiple internet based services through its various web portals and mobile applications. It currently operates in four service verticals - in recruitment solutions through its brands naukri.com, iimjobs.com, hirist.com, ambitionbox.com, bigshyft.com, jobhai.com; in real estate services through its brand 99acres.com; in matrimonial services through its brand jeevansaathi.com and in education services through its brand shiksha.com. The Board of Directors of the Company examines the Company''s performance both from a business & geographical perspective and has accordingly identified its business segments as the primary segments to monitor their respective performance on regular basis and therefore the same have been considered as reportable segments under Ind-AS 108 on Segment Reporting. The reportable segments represent ''Recruitment Solutions'', ''99acres'' and the ''Others'' segment. The ''Others'' segment comprises Jeevansathi and Shiksha service verticals since they individually do not meet the qualifying criteria for reportable segment as per the said Accounting Standard.
RECRUITMENT SOLUTIONS
The recruitment solutions portfolio pivots on the core brand-naukri.com, which remains the Company''s flagship product and continues to remain the primary source of revenue and cash generation for the Company. In terms of share of internet traffic amongst similar HR service providers, naukri.com has leadership with over 75% traffic share amongst traditional job boards in India and the share continues to improve. Over the last two decades, naukri. com emerged as a stand-out market winner. The business is being rapidly supported by a growing bouquet of offerings within the recruitment space viz. firstnaukri.com, naukrigulf.com, quadranglesearch.com, iimjobs.com, hirist. com, ambitionbox.com, bigshyft.com, jobhai.com.
Further, the Company has acquired Zwayam Digital Pvt. Ltd. (Zwayam) and Axilly Labs Pvt. Ltd. (DoSelect). Zwayam is engaged in the business of providing SaaS based sourcing and screening recruitment solutions and providing end to end recruitment solutions with configurable plug and play modules. Essentially, it is an AI enabled talent management platform. DoSelect provides technical assessment services, increasingly used by clients to recruit tech talent and for learning solutions. It delivers these services via its technical assessment platform doselect.com.
During the year under review, revenue from Recruitment Solutions segment was up by 44.21% from ?8,003.66 Million in FY21 to ?11,542.16 Million in FY22. Operating EBITDA from Recruitment Solutions in FY22 was ?6,798.49 Million as compared to ?4,375.10 Million in FY21.
99ACRES
99acres.com derives its revenues from property listings, builders'' and brokers'' branding and visibility through microsites, home page links and banners, servicing real estate developers, builders and brokers. With a share of around 40% of traffic, 99acres is the clear leader amongst major players in the market. In the past few years, it has witnessed a slew of external changes - be it demonetisation, RERA, the introduction of GST or the fallout from the COVID-19 pandemic. All these measures, reforms and scenarios have triggered an evolution in this industry. An industry that was earlier broken, unstructured, and unorganised, is today flooded with new concepts, innovative solutions and efficient practices. From a product perspective too, there have been innovations with strong growth in alternate asset classes like student housing, co-working and ResiTel.
The widespread utilisation of online media during the COVID phase has also permeated the real estate sector in India. With a significantly higher level of online activity, a new era of online home buying and selling has taken off. The broker community across the country has also increasingly started adopting online tools. In line with this trend the share of digital in advertising spends for the industry increased during FY22.
These trends have also significantly increased the competition levels amongst players in the online real estate classified space in India. Different players in the industry have increased their marketing spends, invested in product enhancements and focused on driving up their market shares. In this highly competitive environment, 99acres matched these developments and invested in brand, data science and customer experience to maintain its leadership position in terms of traffic share.
In line with the market conditions, the Company''s real estate portfolio went through a difficult phase in the first half of FY22. There has been a recovery in the second half. However, profitability has also been under pressure due to increased competition. The Company remains committed to develop the portfolio and from a strategic perspective, the business continues to be in development mode. During the year under review, the Company through its wholly-owned subsidiary, Allcheckdeals India Pvt. Ltd., acquired substantial stake in 4B Networks Pvt. Ltd. (''4B Networks''). 4B Networks is engaged in enabling real estate developers and brokers to communicate with each other and conduct their business via Broker Network platform.
During the year under review, real estate business was up by 25.06% from ?1,737.78 Million in FY21 to ?2,173.22 Million in FY22. Operating EBITDA loss from real estate business stood at ?782.14 Million in FY22.
OTHERS
Your Company also provides matrimonial and education-based classifieds and related services through its portals jeevansathi.com and shiksha.com respectively. These other business verticals have been gaining traction and are turning out to be strong brands in their segments. They were also relatively less affected by COVID.
Jeevansathi.com is one of the leading and most trusted matrimony websites in India. It offers a platform for free listing, searching and expressing interest for marriage and its revenues are generated from payments to get contact information and certain value-added services. Initiating conversation with other users through various means on the platform requires users to buy subscriptions for certain pre-defined durations. Some subscription plans also offer higher visibility on the platforms and assisted services. Almost the entire revenue of Jeevansathi is generated from subscriptions which includes first time and renewing user payments. The second wave of COVID-19 in the beginning of FY22 caused a slowdown in the category which was particularly acute in northern parts of the country. In November 2021, as the COVID-19 cases reduced and the traditional marriage season started across most parts of the country, this category started getting back to its original growth trajectory. Further, during FY22, the Company acquired substantial stake in an online dating company Aisle Network Pvt. Ltd. (Aisle) which runs multiple dating platforms on the web and mobile apps-Aisle, Anbe, Arike and HeyDil which allow users to browse through profiles of other users with the intent of finding their suitable partner. The Company expects a strong growth in utilization of such platforms directly by prospective brides and grooms to interact before deciding on their life partners. Introducing this product in the matchmaking business portfolio adds a new dimension to the business, which is designed specifically for future growth.
Further, within the online education classifieds space, the Company provides educational classifieds and related services through its website www.shiksha.com. This website is a platform that helps students decide undergraduate and postgraduate options, by providing useful information on careers, exams, colleges and courses. It is essentially a college and course selection site and not a course provider site. During the FY22, the focus of this business has been extended from merely being an online higher education classifieds platform to becoming an interactive internet site providing composite student counselling platform. This strategic shift has led to rapid changes in its course of operations with a much wider scope for value creation and revenue generation. This business generates its revenue from two sources, firstly by providing branding and advertising solutions for colleges and universities and secondly, through lead generation wherein potential student or applicants'' details are bought by colleges and their agents.
With revenues from these other verticals increasing by 24.09%, their combined contribution to the Company''s revenue was 12.22% in FY22. Jeevansathi.com grew by 3.44% & Shiksha.com grew by 59.22%. The Company would continue to invest more to scale up these businesses.
Detailed analysis of the performance of the Company and its respective business segments has been presented in the section on Management Discussion and Analysis Report forming part of this Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) prescribed under Section 133 of the Act and other recognized accounting practices and policies to the extent applicable.
The Consolidated Financial Statements have been prepared on the basis of the audited financial statements of the Company, its subsidiaries, controlled trust and associate/ jointly controlled companies, as approved by their respective Board of Directors/Trustees. However, for the purpose of consolidation of financial statements of the Company as regards the investment in Zomato Ltd., PB Fintech Ltd., International Educational Gateway Pvt. Ltd., Shopkirana E Trading Pvt. Ltd., Llama Logisol Pvt. Ltd. and Metis Eduventures Pvt. Ltd., unaudited financial statements have been considered.
Your Company, on a consolidated basis, achieved net revenue of ?15,890.26 Million during the year under review as against ?11,280.00 Million during the previous financial year, up by 40.87% year on year. The total consolidated income for the year is ?20,293.88 Million as compared to ?12,773.96 Million in FY21.
Operating EBITDA, on a consolidated basis, for the year, stood at ?4,392.36 Million in comparison with ?2,812.52 Million in FY21. Total Comprehensive Income, in FY22, is reported to be ?119,894.18 Million in comparison to total Comprehensive Income of ?14,213.13 Million in FY21.
DETAILS OF SUBSIDIARIES/JOINT VENTURE (ASSOCIATE) COMPANIES
As on March 31, 2022, the Company has 16 subsidiaries. During the year under review and the period between the end of the financial year and the date of this report following changes have taken place in status of subsidiary and joint venture companies of the Company:
Aisle Network pvt. ltd. (Aisle)
Aisle is engaged in the business of running multiple dating platforms on the web via its mobile apps Aisle, Anbe, Arike and HeyDil. These platforms allow users to browse through profiles of other users with the intent of finding their suitable partner.
During the year under review, the Company through Jeevansathi Internet Services Pvt. Ltd. (JISPL), a wholly-owned subsidiary, had agreed to acquire 21,483 shares comprising 11,699 Compulsorily Convertible Preference Shares and 9,784 Equity Shares via mix of primary infusion and secondary purchase for an aggregate cash consideration of about ?909.93 Million. As on March 31, 2022, the Company through JISPL holds an aggregate stake of about 79.22% of the paid-up share capital of Aisle, on a fully diluted basis (pre-creation of ESOP pool). Consequently, Aisle has become the step-down subsidiary of the Company.
As part of the Company''s strategic investments, this investment would help the Company to strengthen its offerings in the match making segment by addressing the needs of people of different age groups and beliefs, searching for a suitable match for them.
4b Networks pvt. ltd. (4b Network)
4B Network enables real estate developers and brokers to communicate with each other and conduct their business via the Broker Network platform. It helps brokers conduct site visits and provide home loan related services to their clients.
During the year under review, the Company, through Allcheckdeals India Pvt. Ltd., a wholly-owned subsidiary, invested ?1,769.98 Million in 4B Network. Further, the Company through its aforesaid wholly-owned subsidiary, had also extended a loan of ?100 Million to 4B Network, which had been repaid during the year.
The Company as on March 31,2022 holds stake of 62.52% of the paid-up share capital of 4B Network on a fully converted and diluted basis. Consequently, 4B Network has become the step down subsidiary of the Company.
zwayam Digital pvt. ltd. (zwayam)
During the year under review, the Company had acquired 100% paid-up share capital of Zwayam, on a fully diluted basis, for an aggregate cash consideration of about ?604.11 Million. Zwayam is engaged in the business of providing SaaS based end to end recruitment process automation solutions to its corporate customers.
The said acquisition would help the Company to further consolidate its position in the online recruitment solutions segment where its flagship brand Naukri.com already has an established leadership position. Zwayam''s revenue for FY22 stood at about ?116.30 Million.
Further, Zwayam during the year under review, issued and allotted 1,400,000, 0.0001% Compulsorily Convertible Debentures of ? 100/- each to the Company for ?140 Million. Further, Zwayam had availed an inter-corporate loan of about ?107.32 Million from the Company, which had been repaid during the year.
Axilly labs pvt. ltd. (DoSelect)
During the year under review, the Company acquired 100% paid-up share capital of DoSelect for an aggregate cash consideration of about ?209.61 Million. DoSelect is engaged in the business of providing technical assessment services to its clients for recruitment and learning purposes. It delivers these services via its technical assessment platform ''doselect.com'' This acquisition would help the Company to offer a new variety of services under its flagship brand naukri.com. DoSelect revenue for FY22 stood at about ?161.79 Million.
Further, DoSelect during the year under review, issued and allotted 200,000, 0.0001% Compulsorily Convertible Debentures of ?100/- each to the Company for ?20 Million. Further, DoSelect had availed an inter-corporate loan of about ?7.97 Million from the Company, which had been repaid during the year.
During the year, the Board of Directors of your Company reviewed the affairs of the subsidiaries. A statement containing the salient features of the financial statements of the subsidiaries/joint ventures (associate) companies in the prescribed format AOC-I is given as Annexure I to this report. The statement also provides the details of performance and financial position of each of the subsidiaries/joint ventures (associate) companies and their contribution to the overall performance of the Company.
The developments in the operations/performance of each of the subsidiaries & joint ventures (associate) companies included in the Consolidated Financial Statements are presented on next page:
1. Startup Investments (Holding) Ltd. (SIHL), is a
wholly-owned subsidiary company which is engaged in making investments in start-up companies. During the year, SIHL made following investments by way of subscription/purchase of shares/debentures/units:
⢠1,384 Compulsorily Convertible Preference Shares through a mix of primary and secondary acquisition of shares of Bizcrum Infotech Pvt. Ltd. (''ShoeKonnect'' or ''Bijnis'') for an aggregate consideration of about ?372.66 Million.
⢠30,835 Compulsorily Convertible Preference Shares of Agstack Technologies Pvt. Ltd. (''Gramophone'') for an aggregate consideration of about ?272.99 Million.
⢠5,682 Compulsorily Convertible Preference Shares of International Educational Gateway Pvt. Ltd. (''Univariety'') for an aggregate consideration of about ?60 Million.
⢠11,313 Compulsorily Convertible Preference Shares of Shop Kirana E Trading Pvt. Ltd. (''Shopkirana'') for an aggregate consideration of about ?534.72 Million.
⢠1,871 Compulsorily Convertible Preference Shares of Printo Document Services Pvt. Ltd. (''Printo'') for an aggregate consideration of about ?40 Million.
⢠6,000,000 Class A Units, having face value of ?100/- each of IE Venture Fund I, a scheme of Info Edge Venture Fund (''IEVF''), a trust registered with SEBI as Category II AIF, under the SEBI (Alternative Investment Funds Regulations) 2012, for consideration of ?600 Million.
⢠1,046 Compulsorily Convertible Cumulative Preference Shares of Llama Logisol Pvt. Ltd. (''Shipsy'') for an aggregate consideration of about ?389.39 Million.
SIHL invested ?2 Million in its group company namely NewInc Internet Services Pvt. Ltd. by way of acquisition of
20.000, 0.0001% Compulsorily Convertible Debentures at a price of ?100/- each.
SIHL, during the year under review, issued and allotted
21.700.000, 0.0001% Compulsorily Convertible
Debentures of ?100/- each to the Company for ?2,170 Million.
Further, subsequent to the end of the year under review and upto the date of this report, SIHL made following investments by way of subscription/ purchase of shares/units:
⢠3,789 Compulsorily Convertible Preference Shares of International Educational Gateway Pvt. Ltd. (''Univariety'') for an aggregate consideration of about ?40 Million.
⢠3,530 Ordinary Shares of Shop Kirana E Trading Pvt. Ltd. (''Shopkirana'') for an aggregate consideration of about ?133.48 Million.
⢠62 Equity Shares of Llama Logisol Pvt. Ltd. (''Shipsy'') for an aggregate consideration of about ?23.08 Million.
⢠2,000,000 Class A Units, having face value of ?100/- each of IE Venture Fund I, a scheme of Info Edge Venture Fund (''IEVF''), a trust registered with SEBI as Category II AIF, under the SEBI (Alternative Investment Funds Regulations) 2012, for consideration of ?200 Million.
Also, during the current financial year, SIHL has availed an inter-corporate loan of ?200 Million from the Company.
SIHL also holds a stake of 1.93% in PB Fintech Ltd. (''Policybazaar''), on fully convertible and diluted basis.
I t reported total comprehensive income of ?4,760.61 Million in FY22 as compared to income of ?2.54 Million in FY21.
2. Diphda Internet services Ltd. (Diphda), had the total comprehensive income of ?8,537.54 Million in FY22 as compared to loss of ?0.02 Million in FY21.
Diphda holds 4.20% stake in Policybazaar on fully converted and diluted basis.
3. Makesense Technologies ltd. (MTL), had no revenue from operations during the year. The total income of MTL from other sources was ?0.64 Million in FY22 as compared to ?0.90 Million in FY21.
The Company owns 50.01% of MTL while MTL holds about 13.32% in Policybazaar.
During the year under review, MTL and PB Fintech Ltd. approved a Scheme of Amalgamation between MTL (''Transferor Company'') and PB Fintech Ltd. (''Transferee Company'') and their respective shareholders, pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Act, including rules made thereunder (''Scheme''). The Joint Application before the Hon''ble National Company Law Tribunal (Hon''ble Tribunal), Chandigarh Bench, under the provisions of Sections 230 to 232 of the Act was filed on May 28, 2021. However, MTL received a request letter from PB Fintech Ltd. seeking its consent for withdrawal of the aforesaid Scheme from the Hon''ble Tribunal in order to expedite the process of its IPO. In view of the above, the Board of Directors of MTL had passed a resolution approving the withdrawal of the aforesaid Scheme, subject to approval of the Hon''ble Tribunal. Thereafter, the Hon''ble Tribunal vide its Order dated October 28, 2021, had approved the withdrawal of the said Scheme. Thereafter, both the companies had agreed that they intend to file a fresh scheme, in the same form as the current Scheme, after making requisite changes due to listing of PB Fintech Ltd. post completion of the said IPO.
Accordingly, MTL and PB Fintech Ltd., at their respective Board Meetings, held on April 26, 2022, had approved the fresh Scheme of Amalgamation between MTL (''Transferor Company'') and PB Fintech Ltd. (''Transferee Company'') and their respective shareholders, under Sections 230 to 232 and other applicable provisions of the Act, including rules made thereunder (''Scheme''). The said Scheme is subject to the necessary regulatory and statutory approvals. Upon the said Scheme becoming effective and pursuant to proportionate share issuance by the Transferee Company to the shareholders of the Transferor Company, economic interest of the Company in PB Fintech Ltd. shall remain unchanged.
The said Scheme of Amalgamation provides for the amalgamation of the Transferor Company with the Transferee Company to derive the following benefits:
a. streamlining of the corporate structure;
b. pooling of resources of the Transferor Company with the resources of the Transferee Company;
c. significant reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by both the Transferor Company and the Transferee Company;
d. rationalization of costs, time and efforts by eliminating multiple record keeping, administrative functions and consolidation of financials through legal entity rationalization; and
e. reduction of administrative responsibilities, multiplicity of records and legal as well as regulatory compliances.
The aforesaid Scheme has been filed by the Transferee Company with the NSE and BSE and after receipt of their respective no-objection certificate, a Joint Application shall be filed before the Hon''ble Tribunal, under the provisions of Sections 230 to 232 of the Act.
4. Naukri Internet Services Ltd. (NISL), had no revenue during the year. The total comprehensive income of NISL on account of other income & exceptional gain is ?290.68 Million in FY22 as compared to ?7.47 Million in FY21.
Further, NISL holds a stake of 0.06% in Zomato, on fully convertible and diluted basis.
5. Allcheckdeals India Pvt. Ltd. (ACD), provides brokerage services in the real estate sector in India. The total income was ?1.40 Million in FY22 as compared to ?2.35 Million in FY21 on account of other Income.
ACD, during the year under review, issued and allotted,
18,500,000, 0.0001% Compulsorily Convertible
Debentures of ?100/- each to the Company for ?1,850 Million.
During the year under review, ACD acquired 14,932 Compulsorily Convertible Preference Shares of 4B Network for aggregate consideration of about ?1,769.98 Million. Further, ACD has also acquired 50,000 Compulsorily Convertible Debentures of NewInc Internet Services Pvt. Ltd. for aggregate consideration of about ?5 Million.
Further, ACD had also extended a loan of ?100 Million to 4B Network, which has been repaid.
6. NewInc Internet services pvt. ltd. (NewInc), a wholly-owned subsidiary of ACD, is engaged in the business of providing all kinds and types of internet, computer and electronics data processing services. During the year under review, the total income of NewInc was ?8.23 Million as compared to ?0.01 Million in FY21 on account of other income.
During the year under review, NewInc issued and allotted 50,000, 0.0001% Compulsorily Convertible Debentures of ?100/- each to ACD for ?5 Million and
also issued and allotted 20,000-0.0001% Compulsorily Convertible Debentures at a price of ?100/- each to SIHL for ?2 Million.
7. Interactive Visual Solutions Pvt. Ltd. (Interactive), is
the owner of a proprietary software which enables a high quality virtual video/3D image of a proposed or existing real estate development to be viewed online by customers.
The total income of Interactive stood at ?0.02 Million in FY22 as compared to ?0.03 Million in FY21 on account of other income.
8. Jeevansathi Internet Services Pvt. Ltd. (JISPL), owns & holds the domain names & related trademarks of the Company. During the year under review, it had net revenue of ?0.1 Million, similar to ?0.1 Million revenue during the previous financial year. The total income stood at ?0.24 Million in FY22 as against ?0.11 Million in FY21.
During the year under review, JISPL issued and allotted 9,100,000, 0.0001% Compulsorily Convertible Debentures of ?100/- each to the Company for ?910 Million.
During the year, JISPL agreed to acquire 11,699 Compulsorily Convertible Preference Shares and 9,784 Equity Shares via mix of primary infusion and secondary purchase for aggregate consideration of about ?909.93 Million of Aisle Network Pvt. Ltd (Aisle). As on March 31, 2022, the Company through JISPL holds a stake of about 79.22% (pre-creation of ESOP pool) on a fully converted & diluted basis in Aisle.
9. smartweb Internet services ltd. (sMIsL), is a
company incorporated for the purpose of carrying on the business of providing all kinds of internet services and to act as investment advisor, financial consultant, management consultant, investment manager and/or sponsor of alternative investment fund(s).
SMISL acts as an investment manager to Alternative Investment Fund (AIF) registered with SEBI, named as Info Edge Venture Fund (IEVF) a Trust, registered with SEBI as a Category-II AIF under the SEBI (Alternative Investment Funds) Regulations, 2012, for which Beacon Trusteeship Limited is the Trustee.
Further, subsequent to the end of the year under review, SMISL has agreed to act as investment manager to two other AIFs namely Info Edge Capital
(''IEC'') and Capital 2B (''C2B''). IEC and C2B are trusts registered with SEBI as Category II - AIF, under the SEBI (Alternative Investment Funds) Regulations, 2012, for which Credentia Trusteeship Services Private Limited is the Trustee.
Further, upto the date of this report, SMISL has agreed to make the following contributions in AIFs in capacity of a contributor/investment manager:
⢠Contribution of ?50 Million in IE Venture
Fund Follow-on I, second Scheme of IEVF by subscription of 500,000 Class B Units of ?100/-each;
⢠Contribution of ?50 Million in IE Venture
Investment Fund II, a Scheme of IEC by subscription of 500,000 Class B Units of ?100/-each; and
⢠Contribution of ?50 Million in Capital 2B Fund I, a Scheme of C2B by subscription of 500,000 Class B Units of ?100 each.
SMISL had the total income of ?156.34 Million in FY22 as compared to ?80.53 Million in FY21.
10. startup Internet services ltd. (sisL), is a wholly-owned subsidiary of the Company, incorporated for the purpose of providing all kinds and types of internet services. It had the total income of ?7.73 Million in FY22 as compared to ?15.64 Million in FY21 on account of other income.
During the year under review, SISL issued and allotted
11,600,000, 0.0001% Compulsorily Convertible
Debentures of ?100/- each to the Company for ?1,160 Million.
Further, SISL acquired 13,000,000 Class A Units, having face value of ?100/- each of IE Venture Fund I, a scheme of Info Edge Venture Fund (''IEVF''), a trust registered with SEBI as Category II AIF, under the SEBI (Alternative Investment Funds regulations) 2012 for ?1,300 Million.
11. Highorbit careers pvt. Ltd. (Highorbit/iimjobs.com),
became wholly-owned subsidiary of the Company in FY20, consequent to acquisition of its 100% share capital by the Company.
The Board in its meeting held on November 10, 2020 had approved the Scheme of Amalgamation with Highorbit (the Scheme) and filed a Joint Application before the Hon''ble National Company Law Tribunal
(Hon''ble Tribunal), Principal Bench, New Delhi under the provisions of Sections 230 to 232 of the Act.
The Hon''ble Tribunal pursuant to the Order dated February 10, 2021, in the above referred Joint Application, dispensed with the requirement of holding the meetings of Equity Shareholders, Secured Creditors & Unsecured Creditors of iimjobs. com. Further, the Hon''ble Tribunal directed separate meetings of Equity Shareholders, Secured Creditors and Un-secured Creditors of the Company to be convened and held through Video Conferencing, on Monday, April 12, 2021. All the meetings were duly held under the supervision of court appointed chairman, alternate chairman and the scrutinizer and the resolutions for approval of the proposed scheme of amalgamation were duly passed in respective meetings by the requisite majority. Subsequently, the second motion Joint Petition was also filed with the Hon''ble Tribunal for obtaining sanction to the Scheme.
The matter w.r.t. second motion Joint Petition was allowed by the Hon''ble Tribunal on May 13, 2021. Requisite directions of the Hon''ble Tribunal issued vide its Order on such second motion Joint Petition were duly complied with by the Company.
The Hon''ble Tribunal had pronounced the Order to sanction the Scheme which was uploaded on its official portal on February 23, 2022 and the same was submitted to the Stock Exchanges for information and record. Further, the Hon''ble Tribunal issued a Certified Copy of the Order on March 8, 2022, which was duly filed with the Stock Exchanges and Registrar of Companies.
According to the statutory provisions and the terms stated under the Scheme, the amalgamation took place with effect from the Appointed Date i.e. April 1, 2020 and became operative from April 2, 2022, the Effective Date i.e. the date of filing of the certified copy of the order of the Hon''ble Tribunal with the Registrar of Companies, NCT of Delhi & Haryana.
12. Redstart Labs (India) Ltd. (Redstart), was incorporated as a wholly-owned subsidiary of the Company on July 7, 2020, for providing all kinds and types of Internet services, development of software, consultancy, technical support for consumer companies, internet or SaaS providers, and any other services in the area of information technology and product development.
Redstart, during the year, issued and allotted 4,500,000, 0.0001% Compulsorily Convertible Debentures of ?100/- each to the Company for ?450 Million. Further, Redstart made the following investments by way of subscription/purchase of shares/convertible notes:
⢠1,248 Compulsorily Convertible Preference Shares of Unboxrobotics Labs Pvt. Ltd. for an aggregate consideration of about ?95.03 Million.
⢠643 Compulsorily Convertible Preference Shares of BrainSight Technology Pvt. Ltd. for an aggregate amount of about ?10.95 Million.
⢠1 Equity Share and 54,092 Compulsorily Convertible Preference Shares of String Bio Pvt. Ltd. for an aggregate amount of about ?15 Million.
⢠316 Compulsorily Convertible Preference Shares through primary purchase & 216 Equity shares through secondary purchase of Attentive AI Solutions Pvt. Ltd. for an aggregate amount of about ?37.10 Million.
⢠2 Equity Shares & 1,390 Compulsorily
Convertible Preference Shares of Skylark Drones Pvt. Ltd. for an aggregate amount of about ?6 Million.
⢠841,514 Preferred stock of Ray loT Solutions Inc. for an aggregate amount of about ?22.36 Million.
⢠Convertible notes of AarogyaAl Innovations Pvt. Ltd. for an aggregate amount of about ?22.5 Million.
⢠16,667 Preference Shares of Psila Tech Pte. Ltd. for an aggregate amount of about ?57.30 Million.
Further, subsequent to the end of the year under review and upto the date of this report, following investments were made by Redstart by way of subscription/purchase of shares:
⢠2,308 Compulsorily Convertible Preference Shares of Vyuti Systems Pvt. Ltd. for an aggregate amount of about ?22.50 Million.
⢠2,000 Compulsorily Convertible Preference
Shares of Sploot Pvt. Ltd. for an aggregate amount of about ?37.50 Million.
Further, during the current financial year, Redstart has availed an inter-corporate loan of ?650 Million from the Company.
The total income of Redstart stood at ?4.42 Million in FY22 as against ?2.64 Million in FY21 on account of other income.
INVESTEE COMPANIES
Your Company has the following continuing external financial and strategic investments.
All holding percentages in the investee companies given below are computed on fully converted and diluted basis. The percentage holdings are held directly or indirectly through its subsidiaries. It may be noted that the actual economic interest in these investee companies may or may not result into equivalent percentage shareholding on account of the terms of the agreements with them.
Zomato Ltd. (Zomato)
Zomato Limited [Formerly known as Zomato Pvt. Ltd.] owns & operates the website, www.zomato.com. It generates revenue from advertisements of restaurants and lead sales.
Initially, Zomato had filed its Draft Red Herring Prospectus in April, 2021 for its proposed Initial Public Offering (IPO) for such number of equity shares of ?1 each, aggregating to up to ?82,500 Million. This comprised of Offer for Sale of up to such number of equity shares by the Company aggregating up to ?7,500 Million. The Offer for Sale of shares by the Company was duly approved in the respective meetings of Audit Committee and the Board of Directors held on April 27, 2021.
Thereafter, the Company considered and decided on reduction in the size of the Offer for Sale to such number of Equity Shares, as would aggregate upto ?3,750 Million from the originally contemplated ?7,500 Million. Zomato filed the Red Herring Prospectus with Registrar of Companies with updated size of its IPO to upto ?93,750 Million, comprising of such number of equity shares of ?1 each aggregating to ?90,000 Million as fresh issue and such number of equity shares aggregating up to ?3,750 Million as part of Offer for Sale by the Company. The equity shares of Zomato got listed on BSE and NSE on July 23, 2021. The Company had also participated in the Offer for Sale and sold 49.3 Million
shares for a consideration of ?3,750 Million. With effect from its listing date, Zomato ceased to be a joint venture (i.e. jointly controlled entity).
As on March 31, 2022, the Company directly holds an aggregate stake of 15.18% in Zomato and indirectly, through NISL holds a stake of 0.06% in Zomato, on fully convertible and diluted basis.
PB Fintech Ltd. (PB Fintech/Policybazaar)
PB Fintech [Formerly known as Etechaces Marketing & Consulting Pvt. Ltd.] doing business as www.policybazaar. com, develops and publishes an online financial services platform. The company offers a consumer centric platform by partnering with financial services companies such as insurance companies to help customers select products/ schemes that best suit their requirements. During the year under review, shares of PB Fintech got listed on NSE & BSE on November 15, 2021. Effective listing date, PB Fintech has ceased to be an associate company.
The aggregate investment of the Company, held indirectly through its Subsidiaries/Joint Ventures, in PB Fintech as on March 31, 2022 is 19.45%. However, since 49.99% of Makesense Technologies Ltd. (holding 13.32% in Policybazaar) is held by by MacRitchie Investments Pte. Ltd., an indirect wholly-owned subsidiary of Temasek Holdings (Pvt.) Ltd. (Temasek), the Company''s relevant economic interest in PB Fintech is 12.79%.
printo Document services pvt. ltd. (printo)
Printo is a retail chain which provides personal and business print and corporate merchandise in India. The company provides business cards, business stationary, ID Cards and accessories, flyers/leaflets, posters, standees, brochures, signage, stickers, calendars and diaries, gif products, personalized greeting cards, photo books, T-shirts and apparel, and marketing collaterals. It sells products online at www.printo.in and through its retail stores in 6 states.
During the year under review, the Company through its wholly-owned subsidiary, SIHL has further invested about ?40 Million in Printo. The Company as on March 31, 2022, through SIHL holds stake of 26.20% 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 as also a men''s grooming range (Ustra) and has a large addressable market.
The Company as on March 31, 2022 through its wholly-owned subsidiary, SIHL, holds stake of 29.88% on a fully converted and diluted basis.
Nopaperforms Solutions Pvt. Ltd. (Nopaperforms)
Nopaperforms runs a business of providing a SaaS platform (via website namely www.nopaperforms.com) which has a suite of software products including lead management system, application management system, campaign management etc. The site aims to create IP out of providing an end-to-end solution to institutions and individuals, as the case may be, for managing their leads and workflows.
The Company as on March 31, 2022 through its wholly-owned subsidiary, SIHL, holds stake of 48.10% on a fully converted and diluted basis.
International Educational Gateway Pvt. Ltd. (Univariety)
Univariety is engaged in an educational business of providing products and services and counselling to students, schools, colleges and educators. These enable students and parents take better informed decisions on higher education and related products and services. The products and services are provided through physical connects, an online portal named as www.univariety.com and through third party portals of partner entities.
The Company through its wholly-owned subsidiary SIHL, during the year under review has further invested ?60.00 Million in Univariety. The Company till March 31, 2022 has invested aggregate amount of ?265.01 Million for a stake of 48.90% on fully converted and diluted basis. Further, during the current financial year, the Company through SIHL has invested ?40.00 Million in Univariety.
Agstack Technologies pvt. ltd. (Gramophone)
Gramophone is a technology enabled marketplace (operated through a website www.gramophone.in and its app''Gramophone'') for enabling efficient farm management. Farmers can buy quality agricultural input products like seeds, crop protection, nutrition and equipment directly from its m-commerce platform.
During the year under review, the Company through its wholly-owned subsidiary, SIHL has further invested ?272.99 Million. The Company has invested aggregate amount of ?531.81 Million for a stake of 34.58% on fully converted and diluted basis.
Bizcrum Infotech pvt. ltd. (shoeKonnect/Bijnis)
ShoeKonnect is a B2B marketplace (ShoeKonnect mobile app/www.shoekonnect.com website) that enables footwear brands, manufacturers, wholesalers and retailers to connect, communicate & transact with each other for conducting and expanding their business. The platform facilitates catalogue/inventory uploading, order placement, order receipt, delivery scheduling and payment management amongst manufacturers, wholesalers, manufacturers and retailers.
During the year under review, the Company through its wholly-owned subsidiary, SIHL has further invested ?372.66 Million in ShoeKonnect. The Company has invested aggregate amount of ?635.58 Million for a stake of 27.58% 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 of the healthcare ecosystem. The ecosystem facilitates, among other things, remote consultations and follow-up consultations with doctors, and intelligent digitization of users'' medical records and on-demand availability of such records. The venture aims to create IP out of medical data and advanced analytics to create efficient healthcare decision systems for doctors, hospitals, government, etc. They currently have a web-app for doctors and android apps for pharmacies and patients.
The Company through SIHL, a wholly-owned subsidiary, has invested aggregate amount of about ?96.38 Million for a stake of 14.24% 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 for ordering, delivery, payments and related products/services among various stakeholders in grocery/FMCG supply chain. Shopkirana helps retailers with simple and efficient M-distribution platform by ensuring the most competitive prices, quick delivery and single sourcing channel for retailers while brands have visibility and direct connect to retailers for promotions or product launch.
During the year under review, the Company through its wholly-owned subsidiary SIHL, has further invested ?534.72 Million in Shopkirana. The Company till March 31, 2022 has invested aggregate amount of ?1,138.24 Million for a stake of 24.88% on fully converted and diluted basis.
Further, during the current financial year, the Company through SIHL has invested ?133.48 Million in Shopkirana.
Greytip software pvt. ltd. (Greytip)
Greytip is an HR and Payroll SaaS company focused on serving SME customers in India and abroad. Their software solutions cover all areas, including employee information management, leave and attendance management, payroll, expense claims, and more. They enable companies in their digital transformation by streamlining HR operations, increasing productivity and by enhancing employee experience.
During the year under review, the Company has further invested ?300 Million in Greytip. The Company has invested aggregate amount of about ?650 Million for a stake of 30.19% on a fully converted and diluted basis.
LQ Global Services Pvt. Ltd. (Legitquest)
LegitQuest is SaaS product at the intersection of Technology & Legal utilizing Machine Learning, Modern Search algorithm & Data Analytic for the legal professionals. It is a Legal-Tech venture run by versatile team of techsavvy attorneys, engineers and designers who aim to make the practice of law simpler for its end users.
The Company through its wholly-owned subsidiary SIHL, has invested aggregate amount of ?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 India''s leading education-technology company that helps students prepare for several government jobs via its multiple platforms bankersadda.com, sscadda. com, Adda247 mobile app, Adda247 Youtube channel, ctetadda. com and Career Power.
During the year under review, the Company has further invested ?411.90 Million in Adda247. The Company has invested aggregate amount of ?691.88 Million for a stake of 25.60% on fully converted and diluted basis.
Terralytics analysis pvt. ltd. (Terralytics)
Terralytics is engaged in the business of developing real estate intelligence and analytics platform for sale to banks, developers, consulting firms, etc. for diligence, information and other purposes.
The Company till March 31, 2022 has invested about ?50 Million in Terralytics for a stake of 22.22% on a fully converted and diluted basis.
During the current financial year, the Company invested about ?36.98 Million in Terralytics.
Uama logisol pvt. ltd. (shipsy)
Shipsy''s vision is to digitalize the entire logistics ecosystem. It has recently launched the platform for Exporters and
Importers to manage their vendors for Price Procurement, Shipment Execution and end to end container tracking. The product is designed to empower exporters and importers to digitalize their operations and bring about significant time and cost savings.
During the year under review, the Company through its wholly-owned subsidiary, SIHL has invested an amount of ?389.39 Million. The Company has till March 31, 2022 invested aggregate amount of ?660.79 Million for a stake of 22.33% on fully converted and diluted basis.
Further, during the current financial year, the Company through SIHL also invested ?23.08 Million in Shipsy.
sunrise mentors pvt. ltd. (sunrise)
Sunrise is engaged in the business of providing online education and operates an e-learning platform -CodingNinjas.
The Company has invested about ?370.97 Million in Sunrise for a stake of 25% on a fully converted and diluted basis.
Juno learning pvt. ltd. (Juno)
Juno is engaged in the business, which is an interactive, online school that teaches sales techniques, processes, and tools to students and entry-level professionals in an experiential manner, to enhance employability.
The Company, during the year under review, invested about ?112.50 Million in Juno for a stake of 25% on a fully converted and diluted basis.
crisp analytics pvt. ltd. (lumiq)
Lumiq provides an AI based data platform catering to Banks, Insurance companies, NBFCs and other BFSI clients. Their product uses a layer of data adaptors which captures data across workflows creating a data lake which acts as a single source of truth for their clients. They also provide their own data storage and have proprietary AI engine using which they have built various products on top of it like smart underwriting, collection analytics, omni-channel customer experience management among others. It also acts like a PaaS as many of their clients choose to build their own modules on top of their data platform.
The Company, through Redstart, has invested about ?15.01 Million 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 Modular Sorting Robots, AI Software based on Swarm Intelligence and Dynamic Binning Module. Unbox Robotics has built a system that goes live in 2 weeks, saves 50% to 70% warehouse area by using better process layouts and algorithms and saves capital by up to 70% by reducing the number of robots and eliminating the need of capital intensive infrastructure.
The Company, through Redstart, during the year under review, invested about ?95.03 Million. The Company through Redstart has invested aggregate amount of ?105.98 Million for a stake of 6.12% on fully converted and diluted basis.
BrainSight Technology Pvt. Ltd. (BrainSight)
BrainSight is engaged in the business of facilitating the discovery of holistic reporting built with imaging modalities such as fMRI, sMRI and digital phenotypes processed through AI powered platform developed by the company.
BrainSight is creating an advanced suite of neuroinformatics, which combines 3D visualization, 3D modeling, AI and advanced imaging modalities like resting-state fMRI with other modalities, to offer a comprehensive picture of the brain.
The Company through Redstart, during the year under review, invested about ?10.95 Million for a stake of 4.00% on a fully converted and diluted basis.
String Bio Private Limited (String Bio)
String Bio is engaged in the business of developing, manufacturing and selling of value added products from biological processes, including but not limited to developing, manufacturing, marketing, and selling of feed protein, human protein, carotenoids, acetic acid, lactic acid, succinic acid or any other products by applying the technology (SIMP platform) of converting the organic waste, biogas, methane using recombinant methanotrophic bacteria, micro-organisms and processes for fermentation and purification of value added products from gaseous substrates.
The Company through Redstart, during the year under review, invested about ?15.00 Million for a stake of 1.19% on a fully converted and diluted basis.
Attentive AI solutions pvt. ltd. (Attentive AI)
Attentive AI is a deep learning company that applies machine learning computer vision algorithms on satellite imagery to generate business insights useful for insurance, navigation, landscaping and other industries.
The Company through Redstart, during the year under review, invested about ?37.10 Million for a stake of 4.43% on a fully converted and diluted basis.
skylark Drones pvt. ltd. (skylark)
Skylark is engaged in the business of providing worksite intelligence (including data such as site conditions and/or data analytics) (on platform developed by the Company) to its customers of data collected by it and any other business that the Company undertakes in the future as permitted by its Charter Documents.
The Company through Redstart, during the year under review, invested about ?6 Million for a stake of 1.19% on a fully converted and diluted basis.
ray IOT solutions Inc. (Ray IOT)
Ray IOT develops a non-contact breathing and sleep tracker for babies. Raybaby analyzes and relays a host of information about your baby''s health through an app called ''Smart Journal'' Ray IOT has created the first and only noncontact wellness and sleep tracker.
The Company through Redstart, during the year under review, invested about ?22.36 Million for a stake of 4.91% on a fully converted and diluted basis.
AarogyaAI Innovations pvt. ltd. (AarogyaAI Innovations)
AarogyaAI Innovations is engaged in the business of diagnosis of drug-resistant diseases with the help of machine learning and AI-powered software. There machine learning algorithm provides the output report of the comprehensive drug susceptibility status of the patient based on the DNA sequence of the patient.
The Company through Redstart, during the year under review, invested about ?22.50 Million in AarogyaAI Innovations by acquisition of convertible notes.
psila tech pte. ltd. (psila)
Psila is engaged in building a platform for discovering and understanding crypto and allied assets, community led social trading through integration with crypto exchanges. The Company through Redstart, during the year under review, invested about ?57.30 Million for a stake of 13.38% on a fully converted and diluted basis.
sploot pvt. ltd. (sploot)
Sploot is engaged in the business of providing products and services to pet parents with respect to the pet''s health, behaviour and nutrition through content and app-based help. This includes organization of pet''s medical records, everyday tasks and access to professionals and services.
During the current financial year, the Company through Redstart, invested about ?37.50 Million for a stake of 15% on a fully converted and diluted basis.
Vyuti Systems Pvt. Ltd. (Vyuti)
Vyuti is engaged in business of designing, developing, manufacturing, selling and servicing of hardware and software solutions based on machine vision technology that enables industrial robotic arms in auto component and OEM manufacturing sectors, to universally pick, orient and place rigid objects from random orientations.
During the current financial year, the Company through Redstart, invested about ?22.50 Million for a stake of 2.06% on a fully converted and diluted basis.
The aforesaid Investee Company(ies), including the companies that became part of the portfolio during the year (except Lumiq, Unbox Robotics, BrainSight, String Bio, Attentive AI, Skylark, Ray loT, AarogyaAl Innovations, Psila, Sploot, Vyuti and other listed investee companies), achieved an aggregate revenue of ?10,323.16 Million as against ?6,826.42 Million during the previous financial year. The aggregate operating EBITDA level loss was ?3,353.61 Million as compared to ?1,351.46 Million during the previous financial year.
The above companies are treated as ''Associate Company/ Joint Ventures'', except where mentioned specifically, in our Consolidated Financial Statements as per the Accounting Standards issued by the Institute of Chartered Accountants of India and notified by the Ministry of Corporate Affairs.
Contributions made to Alternate Investment Funds
The Company had set up its first Alternative Investment Fund (''AIF'') in FY20 named Info Edge Venture Fund (''IEVF'') to invest in technology and technology enabled entities. Smartweb Internet Services Ltd., a wholly-owned subsidiary of the Company, acts as an Investment Manager/Sponsor to the said AIF. IEVF was capitalized with ?750 crores with 50% being invested by the Company and 50% by MacRitchie Investments Pte. Ltd. (a wholly-owned subsidiary of Temasek Holdings (Pvt.) Ltd.)
Subsequently, the Company during the current financial year has added second scheme, IE Venture Fund Follow-on I (''IEVF Follow-on Fund'') to the IEVF and floated other two AIFs namely, Info Edge Capital (''IEC'') and Capital 2B (''C2B''). IEC and C2B are registered with SEBI as a Category II - AIF, under the SEBI (Alternative Investment Funds) Regulations, 2012. IEC has launched a scheme namely, IE Venture Investment Fund II (''IEVI Fund II'') and C2B has launched a scheme by the name of Capital 2B Fund I (''C2B Fund'').
During the year under review, the Company through its wholly-owned subsidiary, SIHL has made contribution in Info Edge Venture Fund I, first Scheme of IEVF, a trust registered with SEBI as Category II AIF, under the SEBI (Alternative Investment Funds Regulations) 2012, by subscription of 6,000,000 Class A Units, having face value of ?100/- each for consideration of ?600 Million.
Further, SISL acquired 13,000,000 Class A Units, having face value of ?100/- each of IE Venture Fund I, first Scheme of IEVF, for consideration of an amount not exceeding ?1,300 Million.
Subsequent to the end of the year under review and up to the date of this report, the Company has directly made the following contributions to AIFs:
⢠Contribution of ?650 Million to IEVF Follow-on Fund, second Scheme of IEVF, by subscription of 6,500,000 Class A Units, having face value of ?100/- each, and
⢠Contribution of ?200 Million to C2B Fund, a Scheme of C2B by subscription of 2,000,000 Class A Units, having face value of ?100/- each.
Further, SIHL has also acquired 2,000,000 Class A Units, having face value of ?100/- each of IE Venture Fund I, a scheme of IEVF for consideration of ?200 Million.
Further, SMISL has agreed to make the following contributions in AIFs in capacity of a contributor/investment manager:
⢠Contribution of ?50 Million in IEVF Follow-on Fund, second Scheme of IEVF by subscription of 500,000 Class B Units of ?100 each;
⢠Contribution of ?50 Million in IEVI Fund II, a Scheme of IEC by subscription of 500,000 Class B Units of ?100 each; and
⢠Contribution of ?50 Million in C2B Fund, a Scheme of C2B by subscription of 500,000 Class B Units of ?100 each.
Enthire Technologies pvt. ltd. (Enthire)
Enthire is engaged in the business of building a platform to help companies hire tech-talent that comes pre-vetted along with a detailed interview feedback. Its vetting is done over their proprietary interview conduction platform by a pool of interviewers, who are engineers at top tech companies and go through a strong calibration process, ensuring structured, high quality of interviews.
During the year under review, the Company purchased the Code base for Enthire.co and its sub-domains, Domain name and Standard Operating Procedures and business knowledge relating to interviewer on-boarding and recruiter on-boarding of Enthire for an aggregate consideration of about ''20 Million.
Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, the Consolidated Financial Statements along with all relevant documents and the Auditors'' Report thereon form part of this Annual Report. Further, the audited financial statements of each of the subsidiaries alongwith relevant Directors'' Report and Auditors'' Report thereon are available on our website www.infoedge.in. These documents will also be available for inspection during business hours at our registered office.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the FY22, your Company invested (including outstanding inter-corporate loans), directly or indirectly, about ''5,440.30 Million into the aforesaid Investee companies. This excludes investments made in AIFs directly or indirectly.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
As per the provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), as amended, your Company has revised its Policy on Related Party Transactions effective April 1, 2022, which is also available on Company''s website at http://www.infoedge.in/pdfs/Related-Partv-Transaction-Policy.pdf.
The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all related party transactions. This policy also specifically deals with the review and approval of material related party transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions.
All related party transactions are periodically placed before the Audit Committee for review and approval. Prior omnibus approval is also obtained for related party transactions on an annual basis for transactions which are of repetitive nature and/or entered in the ordinary course of business and at arm''s length basis and such transactions are reviewed by the Audit Committee on quarterly basis. During the year under review, the Company has not entered into any material related party transactions, i.e. transactions exceeding 10% of the annual consolidated turnover or ''1,000 Crore, whichever is lower, as per the last audited financial statements.
However, subsequent to the end of the year under review, the Company through postal ballot process has obtained approval of the members of the Company pursuant to Regulation 23 of the Listing Regulations for entering into material related party transactions, directly or indirectly, with Info Edge Venture Fund, Info Edge Capital and Capital 2B, Trusts registered with SEBI as Category II Alternate Investment Funds, under the SEBI (Alternative Investment Funds Regulations) 2012 and related parties of the Company within the meaning of Regulation 2(1)(zb) of the Listing Regulations, for subscription or purchase of units of their respective Schemes.
The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Act in the prescribed Form AOC-2 are given in Annexure II.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date of the Report.
As required under Section 134(3) of the Act, the Board of Directors informs the members that during the financial year, there have been no material changes, except as disclosed elsewhere in report:
⢠In the nature of Company''s business;
⢠In the Company''s subsidiaries or in the nature of business carried out by them; and
⢠In the classes of business in which the Company has an interest.
FUTURE OUTLOOK
In the post COVID environment, there has been an accelerated demand across the sectors where the Company operates. Due to the rapid digitisation in a post COVID era, the human resource requirement has massively increased in many sectors including IT, BFSI, Education and this trend is expected to continue for a few years. Under this prevailing environment, the core developed business of the Company, the recruitment vertical, is expected to witness significant growth. Related to this requirement of human skills, the education platform is also expected to evolve on a strong growth path as there will be greater requirement of focused knowledge in skilling and diversified education that caters to market demand. The business of the Company pertaining to education vertical is in a development mode
with a revised business strategy and there is already good momentum in its growth trajectory. The Shiksha business is being developed in a systematic manner to fulfil the twin objective of aggressively increasing the domestic client base and expanding the large global education institute related information base both in terms of quality and efficacy. The real estate sector in India is on a revival path and inventories are reducing and launch of new projects at a faster pace soon is expected. Whereas, the matrimonial business is being aggressively pursued with entry into certain focused new markets.
The Company is now targeting to provide a more comprehensive and focused support mechanism to its users and enhancing the offerings of core businesses through continuing strategic investments.
Your Company always places a major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an organization''s corporate governance philosophy is directly linked to high performance. The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve their interests, resulting 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 governance and a certificate from M/s. Chandrasekaran & Associates, Company Secretaries, Secretarial Auditors of the Company regarding compliance of the conditions of Corporate Governance, forms part of this Annual Report. The report on Corporate Governance also contains certain disclosures required under the Act.
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion & Analysis Report for the year under review as stipulated under Regulation 34 of the Listing Regulations is presented in a separate section forming part of this Annual Report.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Company met 13 (thirteen) times during the year under review on April 27, 2021, June 11, 2021, June 21, 2021, July 5, 2021, August 14, 2021, November 1,2021, November 13, 2021, November 14, 2021, January 7, 2022, January 14, 2022, January 20, 2022, January 28, 2022 and March 20, 2022. Further, 3 (three) Strategic Review/Off-site meetings of the Board were also held during
the year under review. The details of the meetings of the Board including that of its Committees and Independent Directors'' meeting(s) are given in the Report on Corporate Governance section forming part of this Annual Report.
BOARD COMMITTEES
The Company has several Board Committees which have been established as part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes. As on March 31, 2022, the Board has 7 Committees, namely, Audit Committee, Stakeholders'' Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee, Nomination & Remuneration Committee, Committee of Executive Directors and Business Responsibility Reporting Committee.
During the year, all recommendations of Audit Committee were accepted by the Board.
The details of the composition, powers, functions, meetings of the Committee held during the year are given in the Report on Corporate Governance section forming part of this Annual Report.
ESTABLISHMENT OF THE VIGIL MECHANISM
The Company has formulated an effective Whistle Blower Mechanism and a policy that lays down the process for raising concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The Company has appointed M/s. Thought Arbitrage Consulting, as an Independent External Ombudsman. This policy is further explained under Corporate Governance section, forming part of this Report and the full text of the Policy is available on the website of the Company at www.infoedge.in.
Your Company hereby affirms that no Director/Employee have been denied access to the Chairperson of the Audit Committee. There was one complaint received through the said mechanism which did not pertain to the nature of complaints sought to be addressed through this platform. However, the Company took cognizance of the matter and investigated this further to lead it to its logical conclusion.
RISK MANAGEMENT POLICY
The Company has duly approved a Risk Management Policy. The Company has an effective risk management procedure, which is governed at the highest level by the Board of Directors, covering the process of identifying, assessing, mitigating, reporting and review of critical risks impacting the achievement of Company''s objectives or threaten its existence.
To further strengthen & streamline the procedures about risk assessment and minimization procedures, the Board of Directors constituted a Board level Risk Management Committee (RMC). RMC is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The detailed Terms of Reference of RMC are given in the Report on Corporate Governance section forming part of this Annual Report. The Company follows a 4 (four) steps Risk Management framework which includes identification of the risk to which Company is exposed to (basis relevance, type, source, impact, severity, probability and function) as a first step, risk assessment (each risk assessed to have a primary and secondary owner) as a second step, mitigation plan as third step and monitoring as the fourth and the last step. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
INTERNAL FINANCIAL CONTROLS
Your Company has put in place adequate internal financial controls with reference to the financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.
The Company has also put in place adequate systems of Internal Control to ensure compliance with policies and procedures which is commensurate with size, scale and complexity of its operations. The Company has appointed an external professional firm as Internal Auditor. The Internal Audit of the Company is regularly carried out to review the internal control systems and processes. The Internal Audit Reports along with implementation and recommendations contained therein are periodically reviewed by Audit Committee 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 by the regulators or courts or tribunals impacting the going concern status and Company''s operations in the future.
INSOLVENCY AND BANKRUPTCY CODE, 2016
No application or any proceeding has been filed against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) (''IBC Code'') during the FY22.
DETAILS OF DIFFERENCE BETwEEN AMOuNT OF THE vALUATION DONE AT THE TIME OF ONE TIME
settlement and the valuation done while
TAKING LOAN FROM THE BANKS OR FINANCIAL institutions ALONG with THE REASONS THEREOF
The Company has not made any one time settlement, therefore, the above disclosure is not applicable.
annual return
As required by Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company will be available on the website of the Company at www.infoedge.in/annual-return.asp.
DIRECTORS AND Key MANAGERIAL pERSONNEL
At Info Edge, it is our belief that a strong Board is imperative to create a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance.
With this belief in mind, Mr. Sanjeev Bikhchandani (DIN: 00065640) has been re-appointed as Executive Vice Chairman & Whole-time Director of the Company, not liable to retire by rotation, for a period of 5 (five) years effective April 27, 2021 to April 26, 2026 in accordance with the approval of the shareholders obtained at the 25th Annual General Meeting (AGM) of the Company held on September 22, 2020.
Further, Mr. Hitesh Oberoi (DIN: 01189953) has also been reappointed as Managing Director & Chief Executive Officer of the Company, liable to retire by rotation, for a period of 5 (five) years effective April 27, 2021 to April 26, 2026 in accordance with the approval of the shareholders obtained at the 25th AGM of the Company held on September 22, 2020.
Further, after completion of Ms. Bala C Deshpande''s (DIN: 00020130) second term as an Independent Director on March 31, 2022, she has continued as a Non-Executive Director on the Board of the Company for a period of 1 (one) year i.e. with effect from April 01,2022 till March 31,2023, in accordance with the approval of the shareholders obtained at the 26th AGM of the Company held on August 27, 2021.
Also, in accordance with the approval of the shareholders obtained at the 26th AGM of the Company held on August 27, 2021, Mr. Ashish Gupta (DIN: 00521511) has been reappointed as an Independent 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.
Further, Mr. MM Jain had tendered his resignation from the office of Company Secretary & Compliance Officer of the Company w.e.f. March 31, 2022 and decided to pursue alternate career opportunities. Thereafter, the Board of Directors of the Company on the basis of recommendation of the Nomination & Remuneration Committee of the
Company has appointed Ms. Jaya Bhatia as the Company Secretary & Compliance Officer of the Company w.e.f. April 15, 2022.
DIRECTORS LIABLE TO RETIRE BY ROTATION
In accordance with the provisions of the Act, not less than 2/3rd (Two-third) of the total number of Directors (other than Independent Directors) shall be liable to retire by rotation. Accordingly, pursuant to the Act read with Article 119 of the Articles of Association of the Company, Mr. Kapil Kapoor (DIN: 00178966) is liable to retire 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 to retire by rotation. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and under the Listing Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence as required under Regulation 25 of the Listing Regulations. Further, in pursuance of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, all Independent Directors of the Company have duly confirmed renewal of their respective registration with the Indian Institute of Corporate Affairs (IICA) database.
Further, in the opinion of the Board, the Independent Directors of the Company possess the requisite expertise and experience (including the proficiency) and are persons of high integrity and repute.
FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
In compliance with the requirements of the Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. They are given full opportunity to interact with senior management personnel and are provided with all the documents required and/or sought by them to have a good understanding of the Company, its business model and various operations and the industry of which it is a part.
The details of the familiarization programme are explained in the Corporate Governance Report. The same is also available on the website of the Company and can be accessed by web link http://www.infoedge.in/pdfs/Board-Familiarisation.pdf.
PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS
Listing Regulations laying down the key functions of the Board, mandates that the Board shall monitor and review the Board Evaluation Process and also stipulates that the Nomination & Remuneration Committee of the Company shall lay down the evaluation criteria for performance evaluation of Independent Directors, Board of Directors, Committee and Individual Directors. Section 134 of the Act states that a formal evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Further, Schedule IV to the Act states that performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated. In accordance with the aforesaid provisions, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees through structured questionnaires covering various aspects of the functioning of Board and its Committees.
Some of the performance indicators based on which the evaluation takes place are - attendance in the meetings, quality of preparation/participation, ability to provide leadership and work as team player. In addition, few criteria for independent directors include commitment to protecting/enhancing interests of all shareholders and contribution in implementation of best governance practices. Performance criteria for Whole-time Directors includes contribution to the growth of the Company, new ideas/planning and compliances with all policies of the Company.
The Board of Directors had expressed their satisfaction to the overall evaluation process.
separate meeting of independent directors
Pursuant to Schedule IV to the Act and the Listing Regulations, one meeting of Independent Directors was held during the year i.e. on June 21,2021 without the attendance of Executive Directors and members of Management.
In addition, the Company encourages regular separate meetings of its Independent Directors to update them on all business-related issues and new initiatives. At such meetings, the Executive Directors and other members of the Management make presentations on relevant issues.
KEY MANAGERIAL PERSONNEL
The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) of the Act, read with the Rules framed thereunder:
1. Mr. Sanjeev Bikhchandani, Executive Vice Chairman & Whole-time Director;
2. Mr. Hitesh Oberoi, Managing Director & Chief Executive Officer;
3. Mr. Chintan Thakkar, Whole-time Director & Chief Financial Officer; and
4. Ms. Jaya Bhatia, Company Secretary & Compliance Officer with effect from April 15, 2022.
Mr. MM Jain, SVP-Secretarial & Company Secretary ceased to be the Company Secretary and Compliance Officer effective March 31, 2022.
4. AUDITORS AND AUDITOR''S REPORT
STATUTORY AUDITORS
In terms of the provisions of Section 139 of the Act, M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (FRN: 101049W/E300004), pursuant to your approval, were appointed as the Statutory Auditors of the Company in the 22nd Annual General Meeting of the Company for carrying out the audit of the financial statements of the Company for FY18 to FY22.
Further, based on the recommendation of the Audit Committee, the Board at its meeting held on May 27, 2022 has approved the re-appointment of M/s.
5. R. Batliboi & Associates LLP, Chartered Accountants (FRN: 101049W/E300004) as Statutory Auditors of the Company subject to approval of the members in the 27th Annual General Meeting of the Company for carrying out the audit of the financial statements of the Company for FY23 to FY27.
M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, have furnished a certificate of their eligibility as per Section 141 of the Act and have provided their consent for re-appointment as Statutory Auditors of the Company.
The notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark or disclaimer.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Chandrasekaran & Associates, Company Secretaries as the Secretarial Auditors of the Company to undertake Secretarial Audit of the Company for financial year ended March 31, 2022. Their report is reviewed by the Audit Committee and the Board on quarterly basis.
The Secretarial Audit Report and Secretarial Compliance Report are annexed herewith as Annexure III. The Secretarial Audit Report is self explanatory and does not contain any qualification, reservation or adverse remark or disclaimer.
INTERNAL AUDITORS
M/s. T.R. Chadha & Co LLP, Chartered Accountants perform the duties of internal auditors 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 Government under sub-section (1) of Section 148 of the Act are not applicable on the Company.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, none of the auditors, viz. Statutory Auditors and Secretarial Auditors have reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report.
5. CORPORATE SOCIAL RESPONSIBILITY (CSR)
For your Company, Corporate Social Responsibility (CSR) means the integration of social, environmental and economic concerns in its business operations. CSR involves operating Company''s business in a manner that meets or exceeds the ethical, legal, commercial and public expectations that society has of businesses. In alignment with vision of the Company, Info Edge, through its CSR initiatives, will continue to enhance value creation in the society through its services, conduct & initiatives, so as to promote sustained growth for the society.
The CSR Committee of the Company helps the Company to frame, monitor and execute the CSR activities of the Company. The Committee defines the parameters and observes them for effective discharge of the social responsibility of your Company. The CSR Policy of your Company outlines the Company''s philosophy & the mechanism for undertaking socially useful programmes for welfare & sustainable development of the community at large as part of its duties as a responsible corporate citizen. The CSR Committee also formulate and recommend to the Board of the Company, CSR annual action plan in pursuance to its Policy. The constitution of the CSR Committee is given
Mar 31, 2021
Dear Member(s],
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 (the Company] together with the Audited Standalone & Consolidated Financial Statements and the 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 |
|||
|
Standalone |
Consolidated |
|||
|
Particulars |
FY 2021 |
FY 2020 |
FY 2021 |
FY 2020 |
|
1. Net Revenue |
10,985.97 |
12,726.95 |
11,201.22 |
13,119.30 |
|
2. Other Income |
1,187.71 |
876.18 |
1,493.96 |
1,044.65 |
|
3. Total Income (1 2) |
12,173.68 |
13,603.13 |
12,695.18 |
14,163.95 |
|
Expenditure: |
||||
|
a) Network and other charges |
252.23 |
234.03 |
284.87 |
271.90 |
|
b) Employees Cost |
5,489.92 |
5,395.72 |
5,673.54 |
5,845.95 |
|
c) Advertising and Promotion Cost |
1,817.15 |
2,044.21 |
1,826.06 |
2,062.87 |
|
d) Depreciation/Amortization |
436.36 |
413.78 |
499.14 |
477.41 |
|
e) Cost of Material Consumed |
- |
- |
- |
21.05 |
|
f) Administration & other Expenditure |
651.71 |
1,025.68 |
683.07 |
1,191.30 |
|
4. Total expenditure |
8,647.37 |
9,113.42 |
8,966.28 |
9,870.48 |
|
5. EBITDA(3-4 3d) |
3,962.67 |
4,903.49 |
4,228.04 |
4,770.88 |
|
6. Finance Cost |
56.98 |
66.89 |
58.23 |
81.97 |
|
7. Profit before tax and exceptional items (3-4-6) |
3,469.33 |
4,422.82 |
3,670.67 |
4,211.50 |
|
8. Exceptional Item |
32.24 |
1,232.95 |
(14,341.16) |
(1,821.06) |
|
9. Net Profit before tax (7-8) |
3,437.09 |
3,189.87 |
18,011.83 |
6,032.56 |
|
10. Tax Expense |
727.71 |
1,133.22 |
1,805.06 |
1,199.86 |
|
11. Net Profit after tax (9-10) |
2,709.38 |
2,056.65 |
16,206.77 |
4,832.70 |
|
12. Share of Profit/(Loss) Joint Ventures/Associate |
- |
- |
(2,118.73) |
(7,290.18) |
|
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) |
2,783.38 |
2,008.11 |
14,120.87 |
(2,405.34) |
STANDALONE FINANCIAL STATEMENTS
The annual Audited Standalone Financial Statements for the financial year ended March 31, 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) and other recognized accounting practices and policies to the extent applicable.
Your Company derives its revenue from recruitment, real estate, matrimonial and education classifieds and related services and other income.
The outbreak of Coronavirus (COVID-19) pandemic globally is causing a slowdown of economic activity. In many countries, businesses are being forced to cease or limit their operations for long or indefinite period. Measures taken to contain the spread of the virus, including travel bans, quarantines, social distancing and closures of non-essential services have triggered disruptions to businesses worldwide, resulting in an economic slowdown and uncertainties pertaining to future operations.
Under these future uncertainties because of the pandemic, the Revenue from operations for FY 2021 was down by 13.68% to ''10,985.97 million from ''12,726.95 million for the FY 2020, on account of COVID-19 induced economic slowdown during the year on our businesses.
The total income of the Company stood at ''12,173.68 million down by 10.51% for FY 2021 from ''13,603.13 million for FY 2020.The other income of the Company contributed ''1,187.71 million to the total income for FY 2021.
The total expenses for the year stood at ''8,704.35 million down by 5.18% for the FY 2021 from ''9,180.31 million for the FY 2020.
During the year under review, there was a exceptional loss item of ''32.24 million on account of provision for diminution in the carrying value of investments in Startup Investments (Holding) Limited.
Operating EBITDA, for the year, was down by 31.10% over previous year and stood at ''2,774.96 million in comparison with ''4,027.31 million in FY 2020. Profit before tax (PBT) from ordinary activities (before exceptional items) is ''3,469.33 million in FY 2021 as against ''4,422.82 million in FY 2020.
DIVIDEND
Your Company has been maintaining a consistent & impressive track record of dividend payments for past many years, in line with its approved dividend policy. For the year under review, the Board of Directors of the Company declared an Interim Dividend as per following details:
Rate of Dividend per share Total Payout
Type of Dividend Date of Declaration Record Date , . % , .
(face value ''10 per share) K Mn)
Interim Dividend June 1 1, 2021 June 22, 2021 ''8/- 80 1030.27
Pursuant to the amendments introduced in the Income-tax Act, 1961 vide Finance Act, 2020, w.e.f. April 1, 2020, Dividend Distribution Tax (DDT) which used to be payable by the Company has been abolished, and instead, the concerned shareholder is liable to pay tax on his dividend income. The Company is thus required to comply with the provisions relating to tax deduction at source (TDS) under the Income-tax Act, 1961 in respect of dividend paid by it on or after such date. Accordingly, the Company has deducted tax, as applicable, on interim dividend declared by the Board of Directors as aforesaid, and paid the net dividend to the shareholder.
The Register of Members and Share Transfer Books of the Company shall remain closed from August 21, 2021 to August 27, 2021 for the purpose of the Annual General Meeting. The Annual 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.
SHARE CAPITAL
During the year under review, the Company issued and allotted 6,067,961 Equity Shares at a price of ''3,090/- per Equity Share, including a premium of ''3,080/- per Equity Share aggregating to about ''18,750 million pursuant to a Qualified Institutional Placement, on August 8, 2020.
In addition, the Company issued & allotted 200,000 Equity Shares on February 26, 2021 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 the Company increased to & stood, as on March 31, 2021, at ''1,287,841,200/- divided into 128,784,120 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 equity shares during the financial year 2020-21.
LISTING OF SHARES
The Company''s shares are listed on BSE Ltd. (BSE) & National Stock Exchange of India 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.
FIXED DEPOSITS
During the year under review, your Company has not invited or accepted any Deposits from the public/members pursuant to the provisions of Sections 73 and 76 of the Act read together with the Companies (Acceptance of Deposits) Rules, 2014.
The Company is primarily in the business of operating multiple internet based services through its various web portals and mobile applications. It currently operates in four service verticals - in recruitment solutions through its brands naukri.com, iimjobs.com, hirist.com, ambitionbox.com, bigshyft.com, jobhai.com; in real estate services through its brand 99acres.com; in matrimonial services through its brand jeevansaathi.com and in education services through its brand shiksha.com. The Board of Directors of the Company examines the Company''s performance both from a business & geographical perspective and has accordingly identified its business segments as the primary segments to monitor their respective performance on regular basis and therefore the same have been considered as reportable segments under Ind-AS 108 on Segment Reporting.
The reportable segments represent "Recruitment Solutionsâ, "99acresâ and the "Othersâ segment which comprises Jeevansathi and Shiksha service verticals since they individually do not meet the qualifying criteria for reportable segment as per the said Accounting Standard.
RECRUITMENT SOLUTIONS
The Company''s flagship brand in the recruitment solutions space is naukri.com. It offers job posting and database search services to companies and recruitment consultants, and job searching, applying and candidate profiling services to jobseekers. Besides naukri.com there are other brands which your Company operates in the recruitment segment - firstnaukri.com, naukrigu1f.com, quadrang1esearch.com, iimjobs.com, hirist.com, ambitionbox.com, bigshyft.com, jobhai.com. Recruitment Solutions, which is the Company''s core business showed resilience and delivered stable results in terms of revenues and profits despite widespread disruptions to the economic activities caused by COVID-19 Pandemic. The flagship portal of the Company- naukri.com, continue to remain the primary 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 ''9,067.60 million in FY 2020 to ''7,709.63 million in FY 2021. Operating EBITDA from Recruitment Solutions in FY 2021 was ''4,269.03 million as compared to ''5,041.16 million in FY 2020.
99ACRES
99acres.com derives its revenues from property listings, builders'' and brokers'' branding and visibility through microsites, home page links and banners, servicing real estate developers, builders and brokers. With a share of around 50% of traffic, 99acres is the clear leader amongst major players in the market. While the Company has established leadership in traffic share, the business environment in the real estate market continues to be difficult. In fact, in continuation with the past years, the real estate market remains sluggish and demand for new homes remains weak, as also the unfinished projects and inventory overhang continues. The real estate sector has been through turbulent times for many years now because of various sectoral reforms such as demonetization, GST and RERA. This difficult situation has been further perpetuated by the economic slowdown caused by COVID-19 pandemic.
During the year under review, real estate business was down by 23.77% from ''2,279.61 million in FY 2020 to ''1,737.78 million in FY 2021. Operating EBITDA loss from real estate business stood at ''221.58 million in FY 2021.
OTHERS
Your Company also provides matrimonial and education-based classifieds and related services through its portals jeevansathi.com and shiksha.com respectively. These other business verticals have been gaining traction and are turning out to strong brands in their segments. They were also relatively less affected by COVID.
While Jeevansathi offers a platform for free listing, searching and expressing interest for marriage, its revenues are generated from payments to get contact information and certain value-added services. Jeevansathi has two-pronged strategic focus. On the one hand, it is to cover specific communities to grow revenues. On the other hand, emphasis is being laid to convert the community already on the site to increase their use of paid services. In addition, the Company has made a lot of effort in creating a world class experience 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 âuser stickiness'' and helps increase time on site and active user base. Further, the multipronged advertising campaign undertaken by the Company over the last three years has enabled us to strengthen our brand presence in prominent communities in Northern and Western India. The Company has developed solid understanding of large metropolitan cities within these regions, which helps to drive our traffic.
Within the online education classifieds space, our Company provides educational classifieds and related services through its website www.shiksha.com. The website provides prospective undergraduate and postgraduate students a platform where they can research about various careers, educational institutes and courses provided by those institutes, to help them make course and institute choices. The Company also provide advertising space for colleges and universities from India and abroad on the site. Shiksha.com covers approximately 49,000 domestic and international colleges, approximately 295,000 courses and has over 215,000 reviews.
Revenues are generated from advertisements placed by colleges, institutes and universities. This site aims to provide students with information through which students can compare various educational institutes based on important features like placements and fees. Our website uses technology led differentiators to ensure that students and parents can easily find relevant content.
With revenues from these other verticals increasing by 11.51%, their combined contribution to the Company''s revenue was 14.0% in FY 2021. Jeevansathi.com grew by 14.39% & Shiksha.com grew by 6.93%. The Company would continue to invest more to scale up these businesses.
Detailed analysis of the performance of the Company and its respective business segments has been presented in the section on Management Discussion and Analysis Report forming part of this Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) prescribed under Section 133 of the Act and other recognized accounting practices and policies to the extent applicable.
The Consolidated Financial Statements have been prepared on the basis of the audited financial statements of the Company, its subsidiaries, controlled trust and associate/jointly controlled companies, as approved by their
respective Board of Directors. However, for the purpose of consolidation of financial statements of the Company as regards the investment in International Educational Gateway Private Limited, Bizcrum Infotech Private Limited, Medcords Healthcare Solutions Private Limited, Shopkirana E Trading Private Limited, Llama Logisol Private Limited and 4B Networks Private Limited, unaudited financial statements have been considered.
Your Company, on a consolidated basis, achieved net revenue of ''1 1,201.22 million during the year under review as against ''13,119.30 million during the previous financial year, down by 14.62% year on year. The total consolidated income for the year is ''12,695.18 million as compared to ''14,163.95 million in FY 2020.
Operating EBITDA, for the year, stood at ''2,734.08 million in comparison with ''3,726.23 million in FY 2020. Total Comprehensive Income, in FY 2021, is reported to be ''14,120.87 million in comparison to Total Comprehensive loss of ''2,405.34 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 and the period between the end of the financial year and the date of this report following changes have taken place in status of subsidiary and Joint Venture companies of the Company:
Zwayam Digital Pvt. Ltd. (Zwayam)
The Company acquired 100% of the Share Capital of Zwayam, on a fully diluted basis, for an aggregate cash consideration of about ''610 million after the end of the financial year of the Company and before the date of this Report. Zwayam is engaged in the business of providing SaaS based end to end recruitment process automation solutions to its corporate customers.
The said acquisition would help the Company to further consolidate its position in the online recruitment solutions segment where its flagship brand Naukri.com already has an established 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 DoSelect for 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 its clients for recruitment and learning purposes. It delivers these services via its technical assessment platform âdosetect.com''. This acquisition would help the Company to offer a new variety of services under its flagship brand Naukri.com. DoSelect revenue for FY 2021 stood at about ''42.30 mittion.
During the year, the Board of Directors of your Company reviewed the affairs of the subsidiaries. A statement containing the salient features of the financial statements of the subsidiaries/joint ventures (associate) companies in the prescribed format AOC-I is given as Annexure-I to this report. The statement also provides the details of performance and financial position of each of the subsidiaries/joint ventures (associate) companies and their contribution to the overall performance of the Company.
The developments in the operations/performance of each of the subsidiaries & joint ventures (associate) companies included in the Consolidated Financial Statements are presented betow:
1. Startup Investments (Holding) Ltd. (SIHL), is a whotty-owned subsidiary company which is engaged in making investments in start-up companies. During the year, SIHL made following investments by way of subscription/purchase of shares/debentures:
⢠2,780 cumulative, non-redeemabte, mandatority and futty convertible preference shares through a mix of primary and secondary acquisition of such shares of Bizcrum Infotech Pvt. Ltd. ("ShoeKonnectâ or "Bijnisâ) for an aggregate consideration of about ''102.93 mittion.
⢠10 equity shares and 7,259 computsority convertibte preference shares of Agstack Technotogies Pvt. Ltd. ("Gramophoneâ) for an aggregate consideration of about ''55 mittion.
⢠5,408 computsority convertibte preference shares of LQ Gtobat Services Pvt. Ltd. ("LegitQuestâ) for an aggregate consideration of about ''25 mittion.
⢠779 equity shares of ''10 each and 1,740 computsority convertibte cumutative preference shares of Ltama Logisot Pvt. Ltd. ("Shipsyâ) for an aggregate consideration of about ''221.41 mittion.
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 Services Pvt. Ltd. by way of acquisition of 25,000-0.0001% Compulsorily Convertible Debentures at a price of ''100/- each.
It reported total comprehensive income of ''2.54 million in FY 2021 as compared to loss of ''875.80 million in FY 2020.
2. Diphda Internet Services Ltd. (Diphda), had the total loss of ''0.02 million 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.] ("Policybazaarâ] on fully converted and diluted basis.
3. Makesense Technologies Ltd. (MTL), had no revenue from operations during the year. The total income of MTL from other sources is ''0.90 million in FY 2021 as compared 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 of Amalgamation between MTL ("Transferor Companyâ] and PB Fintech Limited ("Transferee Companyâ] and their respective shareholders, pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, including rules made thereunder ("Schemeâ]. The said Scheme of Amalgamation provides for the amalgamation of the Transferor Company with the Transferee Company to derive the following benefits:
a. streamlining of the corporate structure;
b. pooling of resources of the Transferor Company with the resources of the Transferee Company;
c. significant reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by both the Transferor Company and the Transferee Company;
d. rationalization of costs, time and efforts by eliminating multiple record keeping, administrative functions and consolidation of financials through legal entity rationalization; and
e. reduction of administrative responsibilities, multiplicity of records and legal as well as regulatory compliances.
The Joint Application before the Hon''ble National Company Law Tribunal (Hon''ble Tribunal], Chandigarh Bench, under the provisions of section 230 & 232 of the Companies Act, 2013 has been filed on May 28,
2021.
4. Naukri Internet Services Ltd. (NISL), had no revenue during the year. The total profit of NISL on account of other income is ''7.47 million in FY 2021 as compared to profit of ''89.88 million in FY 2020.
5. Allcheckdeals India Pvt. Ltd. (ACD), provides brokerage services in the real 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 1,600,000, 0.0001% Compulsorily Convertible Debentures (CCDs] of ''100/- each to the Company for ''160 million.
During the year, ACD acquired 1,747 Compulsorily Convertible Preference Shares of 4B Networks Private Ltd. for aggregate consideration of about ''90.02 million.
6. NewInc Internet Services Pvt. Ltd. (NewInc), a wholly-owned subsidiary of ACD, is engaged in the business of providing all kinds and types of internet, computer and electronics data processing services. During the year under review, the total income of NewInc was ''0.01 million as compared to ''0.02 million in FY 2020.
During the year under review, NewInc issued and allotted 25,000, 0.0001% Compulsorily Convertible Debentures (CCDs] of ''100/- each to the SIHL for ''2.5 million.
7. Interactive Visual Solutions Pvt. Ltd. (Interactive), is the owner of a proprietary software which enables a high quality virtual video/3D image of a proposed or existing 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 in FY 2020.
8. Jeevansathi Internet Services Pvt. Ltd. (JISPL), owns & holds the domain names & related trademarks of the Company. During the year under review, it had net revenue of ''0.1 million, similar to ''0.1 million revenue during the previous financial year. The total income stood at '' 0.11 million in FY 2021 as against ''0.11 million in FY 2020.
9. Smartweb Internet Services Ltd. (SMISL), is a company incorporated for the purpose of carrying on the business of providing all kinds of internet services and to act as investment advisor, financial consultant, management consultant, investment manager and/or sponsor of alternative investment fund(s).
SMISL acts as an Investment manager to Alternative Investment Fund (AIF) registered with SEBI, named as Info Edge Venture Fund (IEVF) a Trust, as a Category-II AIF under the SEBI (Alternative Investment Funds) Regulations, 2012, for which Beacon Trusteeship Limited is the Trustee.
SMISL had the total income of ''80.53 million in FY 2021 as compared to ''23.16 million in FY 2020.
10. Startup Internet Services Ltd. (SISL), is a wholly owned subsidiary of the Company, incorporated for the purpose of providing all kinds and types of internet services. It had the total income of ''15.64 million in FY 2021 as compared to ''2.14 million 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 owned subsidiary 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 Amalgamation with Highorbit and filed a Joint Application before the Hon''ble National Company Law Tribunal (Hon''ble Tribunal), Principal Bench, New Delhi under the provisions of section 230 & 232 of the Companies Act, 2013.
Hon''ble Tribunal pursuant to the Order dated February 10, 2021, in the above referred Joint Application, dispensed with the requirement of holding the meetings of Equity Shareholders, Secured Creditors & Unsecured Creditors of iimjobs.com. Further, the Hon''ble Tribunal directed separate meetings of Equity Shareholders, Secured Creditors and Un-secured Creditors of Info Edge (India) Limited to be convened and held through Video Conferencing, on Monday, April 12, 2021. All the meetings were duly held under the supervision of court appointed chairman, alternate chairman and the scrutinizer and the resolutions for the proposed scheme of amalgamation were duly passed in respective meetings by the requisite majority. Subsequently, the second motion Joint Petition was also filed with the Hon''ble National Company Law Tribunal, Principal Bench, New Delhi for obtaining sanction to the Scheme of Amalgamation of Highorbit Careers Pvt. Ltd with Info Edge (India) Ltd.
The matter w.r.t. second motion Joint Petition was allowed by the Hon''ble Tribunal on May 13, 2021. Requisite directions of the Hon''ble Tribunal through its Order on such second motion Joint Petition has been duly complied with by the Company. Final order of the Hon''ble 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-owned subsidiary of the Company on July 7, 2020, for providing all kinds and types of Internet services, development of software, consultancy, technical support for consumer companies, internet or SAAS providers, and any other services in the area of information technology and product development.
Redstart, during the year, issued and allotted 1,500,000, 0.0001 % Compulsorily Convertible Debentures (CCDs) of ''100 to the Company for ''150 million. Further, Redstart made following investments by way of subscription/purchase of shares:
⢠417 compulsorily convertible cumulative preference shares of Crisp Analytics Pvt. 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.
INVESTEE COMPANIES
Your Company has the following continuing external financial and strategic investments.
ALL holding percentages in the investee companies given below are computed on fully converted and diluted basis. The percentage holdings are held directly or indirectly through its subsidiaries. It may be noted that the actual economic interest in these investee companies may or may not result into equivalent percentage shareholding on account of the terms of the agreements with them.
Zomato Ltd. (Zomato)
Zomato Limited [Formerly known as Zomato Pvt. Ltd.] owns & operates the website, www.zomato.com.
It generates revenue from advertisements of restaurants and lead sales. The aggregate investment of the Company in Zomato is about ''1,521.98 million.
Zomato achieved, on consolidated basis, net revenue from operations of ''19,937.89 million during the current financial year as against ''26,047.37 million during the previous financial year. The total income decreased by 22.76% from ''27,427.39 million in FY 2020 to ''21,184.24 million in FY 2021.
Zomato filed its Draft Red Herring Prospectus in April, 2021 for its proposed Initial Public Offering (IPO) for such number of equity shares of ''1 each, aggregating to up to ''82,500 million. This comprised of Offer for Sale of up to such number of equity shares by the Company aggregating up to ''7,500 million. The Offer for Sale of shares by the Company was duly approved in the respective meetings of Audit Committee and the Board of Directors held on April 27, 2021. The Company considered and decided on reduction in the size of the Offer for Sale to such number of Equity Shares, as would aggregate upto ''3,750 million from the originally contemplated ''7,500 million. Zomato filed the Red Herring Prospectus with Registrar of Companies with updated size of its IPO to upto ''93,750 million, comprising of such number of equity shares of ''1 each aggregating to ''90,000 million as fresh issue and such number of equity shares aggregating up to ''3,750 million as part of Offer for Sale by the Company.
The Company currently holds 18.62% stake in Zomato on fully converted and diluted basis which 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/Policybazaarâ) doing business as www.poLicybazaar.com, develops and publishes an online financial services platform. The Company offers a consumer centric platform by partnering with financial services companies such as insurance companies to help customers select products/schemes that best suit their requirements.
The aggregate investment of the Company, held indirectly through its Subsidiaries/Joint Ventures, in PoLicyBazaar as on March 31, 2021 is 21.26%. However, since 49.99% of Makesense Technologies Ltd. (holding 14.56% in PoLicyBazaar) is held by Temasek, Company''s relevant 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 corporate merchandise in India. The company provides business cards, business stationary, ID Cards and accessories, ftyers/Leaftets, posters, standees, brochures, signage, stickers, caLendars and diaries, gif products, personaLized greeting cards, photo books, T-shirts and appareL, and marketing coLLateraLs. It seLLs products onLine at www.printo.in and through its retaiL stores in 6 states.
During the year under review, the Company through its wholly-owned subsidiary, SISL extended a loan of ''60 million to Printo. The Company as on March 31, 2021 holds stake of 27.51% on a fully converted and diluted basis.
Happily Unmarried Marketing Pvt. Ltd. (HUM)
The business of HUM generates revenues from design and sate of fun creative products as also a men''s grooming range ("Ustraâ] and has a targe addressable market.
The Company through its wholly-owned subsidiary, SIHL, holds stake of 29.88% on a fully converted and diluted basis.
During the year under review Company has made provision of ''32.24 million as diminution in carrying value of its investment in HUM.
Nopaperforms Solutions Pvt. Ltd. (Nopaperforms)
Nopaperforms runs a business of providing a SaaS platform (via website namely www.nopaperforms.com] which has a suite of software products including lead management system, application management system, campaign management etc. The site aims to create IP out of providing an end-to-end solution to institutions and individuals, as the case may be, 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 and counselling to students, schools, colleges and educators. These enable students and parents take better informed decisions on higher education and related products and services. The products and services are provided through physical connects, an online portal 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% on fully converted and diluted basis.
Agstack Technologies Pvt. Ltd. (Gramophone)
Gramophone is a technology enabled marketplace (operated through a website www.gramophone.in and its app âGramophone''] for enabling efficient farm management. Farmers can buy quality agricultural input products like seeds, crop protection, nutrition and equipment directly from its m-commerce platform.
The Company through its wholly owned subsidiary, during the year under review has further invested ''55 million. The Company has invested aggregate amount of ''258.82 million for a stake of 35.74% on fully converted and diluted basis.
Bizcrum Infotech Pvt. Ltd. (ShoeKonnect/Bijnis)
ShoeKonnect is a B2B marketplace ("ShoeKonnectâ mobile app, www.shoekonnect.com website] that enables footwear brands, manufacturers, wholesalers and retailers to connect, communicate & transact with each other for conducting and expanding their business. The platform facilitates catalogue/inventory uploading, order placement, order receipt, delivery scheduling and payment management amongst manufacturers, wholesalers, manufacturers and retailers.
During the year under review, the Company through its wholly owned subsidiary has further invested ''102.93 million in ShoeKonnect. The Company has invested aggregate amount of ''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 âMedcords''] is a cloud- based ML powered ecosystem that connects and enables various stakeholders of the healthcare ecosystem. The ecosystem facilitates, among other things, remote consultations and follow-up consultations with doctors, and intelligent digitization of users'' medical records and on-demand availability of such records. The venture aims to create IP out of medical data and advanced analytics to create efficient healthcare decision systems for doctors, hospitals, government, etc. They currently have a web-app for doctors and android apps for pharmacies and patients.
Shop Kirana E Trading Pvt. Ltd. (Shopkirana)
Shopkirana is engaged in the business of developing a B2B e-Commerce platform for ordering, delivery, payments and related products/services among various stakeholders in grocery/FMCG supply chain. Shopkirana helps retailers with simple and efficient M-distribution platform by ensuring the most competitive prices, quick delivery and single sourcing channel for retailers while brands have visibility and direct connect to retailers for promotions or product launch.
The Company has invested aggregate amount of ''603.51 million for a stake of 25.36% on fully converted and diluted basis.
Greytip Software Pvt. Ltd. (Greytip)
Greytip is an HR and Payroll SaaS company focused on serving SME customers in India and abroad. Their software solutions cover all areas, including employee information management, leave and attendance management, payroll, expense claims, and more. They enable companies in their digital transformation by streamlining HR operations, increasing productivity, 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 utilizing Machine Learning, Modern Search algorithm & Data Analytic for the legal professionals. It is a Legal-Tech venture run by versatile team of techsavvy attorneys, engineers and 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 further invested an amount of ''25 million in LegitQuest. The Company has invested aggregate amount of ''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 India''s leading education-technology company that helps students prepare for several government jobs via its multiple platforms bankersadda.com, sscadda. com, Adda247 mobile app, Adda247 Youtube channel, ctetadda.com and Career Power.
The Company has invested about ''280 million in Adda247 for a stake of 16.97% on a fully converted and diluted basis.
Terralytics Analysis Pvt. Ltd. (Terralytics)
Terralytics is engaged in the business of developing real estate intelligence and analytics platform for sale to banks, developers, consulting firms, etc. for diligence, information and other purposes.
The Company has invested about ''50 million in Terralytics for a stake of 20% on a fully converted and diluted basis.
Llama Logisol Pvt. Ltd. (Shipsy)
Shipsy''s vision is to digitalize the entire logistics ecosystem. It has recently launched the platform for Exporters and Importers to manage their vendors for Price Procurement, Shipment Execution and end to end container tracking. The product is designed to empower exporters and importers to digitalize their operations and bring about significant time and cost savings.
During the year under review, the Company through its wholly owned subsidiary invested an amount of ''221.41 million. The Company has invested aggregate amount of ''271.40 million for 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 an e-learning platform -CodingNinjas.
4B Networks Pvt. Ltd. (Broker Network)
Broker Network enables real estate developers and brokers to communicate with each other and conduct their business via the Broker Network platform.
During the year under review, Company, through ACD, invested about about ''90.02 million for 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, NBFCs and other BFSI clients. Their product uses a layer of data adaptors which captures data across workflows creating a data lake which acts as a single source of truth for their clients. They also provide their own data storage and have proprietary AI engine using which they have built various products on top of it like smart underwriting, collection analytics, omni-channel customer experience management among others. It also acts like a PaaS as many of their clients choose to build their own modules on top of their data platform.
The Company, through Redstart, during the year under review, invested about ''15.01 million 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 Modular Sorting Robots, AI Software based on Swarm Intelligence and Dynamic Binning Module. Unbox Robotics has built a system that goes live in 2 weeks, saves 50% to 70% warehouse area by using better process layouts and algorithms and saves capital by up to 70% by reducing the number of robots and eliminating the need of capital intensive infrastructure.
The Company, through Redstart, during the year under review, invested about ''10.95 million 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 the portfolio during the year (except Unbox Robotics and Lumiq), achieved an aggregate revenue of ''35,630.93 million as against ''38,775.94 million during the previous financial year. The aggregate operating EBITDA level loss was ''7,635.23 million as compared to ''27,330.19 million during the previous financial year.
Investments in following companies were fully provisioned for/written off in the previous 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 Venturesâ, except where mentioned specifically, in our Consolidated Financial Statements as per the Accounting Standards issued by the Institute of Chartered Accountants of India and notified by the Ministry of Corporate Affairs.
Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, the Consolidated Financial Statements along with all relevant documents and the Auditors'' Report thereon form part of this Annual Report. Further, the audited financial statements of each of the subsidiaries alongwith relevant Directors'' Report and Auditors'' Report thereon are available on our website www.infoedge.in. These documents will also be available for inspection during business hours at our registered office.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the FY 2021, your Company invested (including outstanding inter-corporate loans), directly or indirectly, about ''580.32 million into the aforesaid Investee companies.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
As per the provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), your Company has formulated a Policy on Related Party Transactions which is also available on Company''s website at http://infoedge.in/pdfs/Related-PartyTransaction-Policy.pdf.
The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties. This policy also specifically deals with the review and approval of material related party transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions.
All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is also obtained for related party transactions on an annual basis for transactions which are of repetitive nature and/ or entered in the ordinary course of business and at arm''s length basis. The Company has not entered into any material related party transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statements.
The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Act in the prescribed Form AOC-2 are given in Annexure II.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date of the Report.
As required under section 134(3) of the Act, the Board of Directors informs the members that during the financial year, there have been no material changes, except as disclosed elsewhere in report:
⢠In the nature of Company''s business;
⢠In the Company''s subsidiaries or in the nature of business carried out by them; and
⢠In the classes of business in which the Company has an interest.
FUTURE OUTLOOK
It is more than one year since COVID-19 was declared a global pandemic, a year of terrible loss of lives and livelihoods. The rising human toll worldwide and the millions of people that remain unemployed are grim markers of the extreme social and economic strain that the global community still confronts. The entire global economic scenario has been adversely affected by the COVID-19 pandemic and there has been significant slowdown in economic activity. This has had an adverse effect on Info Edge''s core businesses as well i.e. recruitments and real estate. Yet, even with high uncertainty about the path of 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 can reduce the severity and frequency of infections. In parallel, adaptation to pandemic life has enabled the global economy to do well despite subdued overall mobility, leading to a stronger-than-anticipated rebound, on average, across regions. Additional fiscal support in some economies further uplifts the global economic outlook.
The Company expects that a gradual opening up of economies will slowly spur demand. We anticipate a stronger recovery in 2022 and 2023. Info Edge has continued to invest on all elements related to product and service development and has introduced several innovative measures to strengthen the Company''s competitive positioning. It has curtailed sales related and non-core expenditures.
The Company expects that in the post-COVID-19 environment there will be faster absorption of internet-based activities in the domains where it operates. Hence, it is preparing itself to best utilize the next wave of market opportunities as the COVID-19 crisis subsides, hopefully from the second half of FY 2022.
Your Company always places a major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an organization''s corporate governance philosophy is directly linked to high performance. The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in creation of value for all its stakeholders.
In terms of Regulation 34 of the Listing Regulations, a separate section on "Corporate Governanceâ with a detailed compliance report on corporate governance and a certificate from M/s. Chandrasekaran & Associates, Company Secretaries, Secretarial Auditors of the Company regarding compliance of the conditions of Corporate Governance, forms part of this Annual Report. The report on Corporate Governance also contains certain disclosures required under the Act.
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion & Analysis Report for the year under review as stipulated under Regulation 34 of the Listing Regulations is presented in a separate section forming part 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 details of the meetings of the Board including that of its Committees and Independent Directors'' meeting(s) are given in the Report on Corporate Governance section forming part of this Annual Report.
BOARD COMMITTEES
The Company has several Board Committees which have been established as part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes. As on March 31, 2021, the Board has 7 Committees, namely, Audit Committee, Stakeholders'' Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee,
Nomination and Remuneration Committee, Committee of Executive Directors and Business Responsibility Reporting Committee.
During the year, all recommendations of Audit Committee were accepted by the Board.
The details of the composition, powers, functions, meetings of the Committee held during the year are given in the Report on Corporate Governance section forming part of this Annual Report.
ESTABLISHMENT OF THE VIGIL MECHANISM
The Company has formulated an effective Whistle Blower Mechanism and a policy that lays down the process for raising concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The Company has appointed M/s. Thought Arbitrage Consulting, as an Independent External Ombudsman. This policy is further explained under Corporate Governance section, forming part of this Report and the full text of the Policy is available on the website of the Company at www.infoedge.in.
Your Company hereby affirms that no Director/Employee have been denied access to the Chairman of the Audit Committee. There was one complaint received through the said mechanism which did not pertain to the nature of complaints sought to be addressed through this platform. However, the Company took cognizance of the matter and investigated this further to lead it to its logical conclusion.
RISK MANAGEMENT POLICY
The Company has duly approved a Risk Management Policy. The Company has an effective risk management procedure, which is governed at the highest level by the Board of Directors, covering the process of identifying, assessing, mitigating, reporting and review of critical risks impacting the achievement of Company''s objectives or threaten its existence.
To further strengthen & streamline the procedures about risk assessment and minimization procedures, the Board of Directors constituted a Board level Risk Management Committee (RMC). The details on Risk Management plan of the Company are given in the Report on Corporate Governance section forming part of this Annual Report.
INTERNAL FINANCIAL CONTROLS
Your Company has put in place adequate internal financial controls with reference to the financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.
The Company has also put in place adequate systems of Internal Control to ensure compliance with policies and procedures which is commensurate with size, scale and complexity of its operations. The Company has appointed an external professional firm as Internal Auditor. The Internal Audit of the Company is regularly carried out to review the internal control systems and processes. The internal Audit Reports along with implementation and recommendations contained therein are periodically reviewed by Audit Committee 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 by the regulators or courts or tribunals impacting the going concern status and Company''s operations in the future.
INSOLVENCY AND BANKRUPTCY CODE, 2016
No application or any proceeding has been filed against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) ("IBC Codeâ) during the financial year 2020-21.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
The Company has not made any one time settlement, therefore, the same is not applicable.
ANNUAL RETURN
As required by Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company will be available on the website 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 culture of leadership to provide a long-term vision and policy approach to improve the quality of governance.
With this belief in mind, Mr. Sanjeev Bikhchandani (DIN:00065640) has been re-appointed as Executive Vice Chairman & Whole-time Director of the Company, not liable to retire by rotation, for a period of 5 years effective April 27, 2021 to April 26, 2026 in accordance with the approval of the shareholders obtained at the previous Annual General Meeting (AGM) of the Company held on September 22, 2020.
Further, Mr. Hitesh Oberoi (DIN:01 189953) has also been re-appointed as Managing Director & Chief Executive Officer of the Company, liable to retire by rotation, for a period of 5 years effective April 27, 2021 to April 26,
2026 in accordance with the approval of the shareholders obtained at the previous AGM of the Company held on September 22, 2020.
Mr. Ashish Gupta (DIN: 00521511) had been appointed as an Independent Director on the Board of the Company for his First Term of 5 years effective July 21, 2017. His present tenure as Independent Director is upto July 20, 2022. In the opinion of the Board, he is a well-respected professional who brings a wealth of experience and business acumen to the Board. His vast experience in the realm of Silicon Valley expertise, integrity and proficiency will provide invaluable insights to the Company as Info Edge pivots its service offerings with an intent of digital transformation.
The Board, pursuant to the recommendation of the Nomination & Remuneration Committee (NRC), has approved the proposal for re-appointment of Mr. Ashish Gupta as an Independent 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 members in the ensuing 26th Annual General Meeting of the Company. The notice convening the 26th AGM to be held on August 27, 2021 sets out the details.
Mr. Gupta has confirmed his eligibility and willingness to continue in the office of Non-Executive, Independent Director of the Company, if confirmed by the members at the ensuing 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 to March 31, 2022 pursuant to the Shareholders approval obtained by way of a Postal Ballot on March 10, 2019. Section 149 of the Companies Act, 2013 and provisions of the Listing Regulations inter-alia prescribe that an independent director may hold office for only upto two consecutive terms of maximum five years each.
As her second term as an Independent Director nears end on March 31, 2022, the Board has, pursuant to recommendation of the NRC and subject to the prior approval of the Shareholders in the ensuing 26th Annual General Meeting of the Company, decided to continue with Ms. Bala C Deshpande as a Non-Executive Director on the Board of the Company for a period of one year after expiry of her present tenure as an Independent Director i.e. with effect from April 01, 2022 till March 31, 2023. The Board believes that continuation of Ms. Bala C Deshpande on the Board, for the time being is vitally important for tackling the challenges around seamless continuity of the Board, seeking the continued benefits of the rich & varied experience of Ms. Bala C Deshpande who has been long associated with the Company and giving reasonable time & flexibility to the NRC & Board to identify suitable candidate for recommending her/his appointment as Independent Director with the right level of leadership ability and skills, particularly in view of the continued pandemic situation where physical meetings are rendered difficult to have face-to-face interactions with potential candidates due to travel & health advisory restrictions imposed by the Govt.
Ms. Bala C Deshpande has confirmed her eligibility and willingness to continue in the office of Non-Executive Director of the Company, if confirmed by the members at the ensuing AGM. The notice convening the 26th AGM to be held on August 27, 2021 sets out the details.
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 be liable to retire by rotation. Accordingly, pursuant to the Act read with Article 119 of the Articles of Association of the Company, Mr. Hitesh Oberoi (DIN- 01189953) is liable to retire 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 to retire by rotation. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and under the Listing Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence as required under Regulation 25 of the Listing Regulations. Further, in pursuance of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, all Independent Directors of the Company have confirmed 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 in place a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme are explained in the Corporate Governance Report. The same is also available on the website of the Company and can be accessed by web link www.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 Board shall monitor and review the Board Evaluation Process and also stipulates that the Nomination & Remuneration Committee of the Company shall lay down the evaluation criteria for performance evaluation of Independent Directors. Section 134 of the Act states that a formal evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Further, Schedule IV to the Act states that performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.
In accordance with the aforesaid provisions, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees.
Some of the performance indicators based on which the evaluation takes place are - attendance in the meetings, quality of preparation/participation, ability to provide leadership and work as team player. In addition, few criteria for independent directors include commitment to protecting/enhancing interests of all shareholders and contribution in implementation of best governance practices. Performance criteria for Whole-time Directors includes contribution to the growth of the Company, new ideas /planning and compliances with all policies of the Company.
The Board of Directors has expressed their satisfaction to the overall evaluation process.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
Pursuant to Schedule IV to the Act and the Listing Regulations, one meeting of Independent Directors was held during the year i.e. on June 22, 2020 without the attendance of Executive Directors and members of Management.
In addition, the Company encourages regular separate meetings of its Independent Directors to update them on all business-related issues and new initiatives. At such meetings, the Executive Directors and other members of the Management make presentations on relevant issues.
KEY MANAGERIAL PERSONNEL
The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed thereunder:
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 Auditor''s Report
STATUTORY AUDITORS
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 to your approval, were appointed as the Statutory Auditors of the Company in the 22nd Annual General Meeting of the Company for carrying out the audit of the financial statements of the Company for FY 2018 to FY 2022.
The notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark or disclaimer.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Chandrasekaran & Associates, Company Secretaries as the Secretarial Auditors of the Company to undertake Secretarial Audit of the Company for FY ended March 31, 2021.
The Secretarial Audit Report is annexed herewith as Annexure III. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.
INTERNAL AUDITORS
M/s. T.R. Chadha & Co LLP, Chartered Accountants perform the duties of internal auditors 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 Government under sub-section (1) of Section 148 of the Companies Act, 2013 are not applicable on the Company.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, none of the auditors, viz. Statutory Auditors and Secretarial Auditors have reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report.
5. Corporate Social Responsibility (CSR)
For your Company, Corporate Social Responsibility (CSR) means the integration of social, environmental and economic concerns in its business operations. CSR involves operating Company''s business in a manner that meets or exceeds the ethical, legal, commercial and public expectations that society has of businesses. In alignment with vision of the Company, Info Edge, through its CSR initiatives, will continue to enhance value creation in the society through its services, conduct & initiatives, so as to promote sustained growth for the society.
The CSR Committee of the Company helps the Company to frame, monitor and execute the CSR activities of the Company. The Committee defines the parameters and observes them for effective discharge of the social responsibility of your Company. The CSR Policy of your Company outlines the Company''s philosophy & the mechanism for undertaking socially useful programmes for welfare & sustainable development of the community at large as part of its duties as a responsible corporate citizen. The CSR Committee also formulate and recommend to the Board of the Company, CSR annual action plan in pursuance to its Policy. The constitution of the CSR Committee is given in the Corporate Governance Report 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 the kind of themes supported by the Company is given below.
CSR PROJECTS FUNDED IN FY 2020-21
Info Edge''s CSR policy mainly focuses on supporting organizations that are making impactful interventions at various stages across the education and employability spectrum.
The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility 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 market capitalization, to give Business Responsibility Report ("BR Reportâ) in their Annual Report describing the initiatives taken by the Company from an Environmental, Social and Governance perspective ("ESGâ) in the format specified by the SEBI. Further, SEBI in its continued efforts to enhance disclosures on ESG standards, introduced new requirements for sustainability reporting by listed companies. The new reporting format named, Business Responsibility and Sustainability Report ("BRSRâ), aims to 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 estimate of overall business stability, growth and sustainability (hitherto based on financial disclosures alone). SEBI has mandated that the BRSR will be applicable to the top 1,000 listed entities (by market capitalization) for reporting on a voluntary basis for FY2021â22 and on a mandatory basis from FY2022-23.
The concept of Business Responsibility Report lays down 9 (nine) core principles which a listed company shall follow while undertaking its business operations. In terms of aforesaid Regulations, a separate section on "Business Responsibility Reportâ with a detailed compliance report forms part of this Annual Report and is given in Annexure V.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy and technology absorption as required to be disclosed under the Act are part of Annexure VI to the Directors'' report. The particulars regarding foreign exchange earnings and expenditure are furnished below:
|
('' in Million) |
||
|
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 |
GREEN INITIATIVE
The Company has implemented the "Green Initiativeâ to enable electronic delivery of notice/documents/ annual reports to shareholders.
Further, in view of the COVID-19 pandemic, the Ministry of Corporate Affairs, Government of India ("MCAâ) vide General Circular No.14/2020 dated April 08, 2020, General Circular No.17/2020 dated April 13, 2020, General Circular No. 20/2020 dated May 5, 2020, General Circular No. 22/2020 dated June 15, 2020 and General Circular No. 02/2021 dated January 13, 2021 (the "MCA Circularsâ) has allowed companies to conduct their EGM/AGM through video conferencing or other audio visual means and also granted relaxations to issue/service notices and other reports/documents of AGM/EGM/Postal Ballots to its shareholders, only electronically, at their registered e-mail address(es).
Accordingly, in compliance with the aforementioned MCA Circulars, Notice of the AGM along with the Annual Report 2020-21 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depository Participant. Members may note that the Notice and Annual Report 202021 will also be available on the Company''s website www.infoedge.in, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, 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 of e-mails following the procedure given below for the purpose of receiving the AGM Notice alongwith Annual Report 2020-21:
a) You may temporarily get your email registered with the Company''s RTA by clicking the link-https://linkintime.co.in/EmailReg/Email_Register.html and following the registration process as guided thereafter. In case of any queries, shareholder may write to 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 requested, in respect of electronic holdings, to register their email address with the Depository through the concerned Depository Participants with whom you hold your demat account. In respect of physical holding, please send your email address for registration to the Registrar & Share Transfer Agents of the Company, M/s Link Intime India Pvt. Ltd. at https://linkintime.co.in/EmailReg/Email_Register.html providing Folio No., name of the shareholder, scanned copy of the share certificate (front & back), PAN (Self attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card).
Those shareholders who have already registered their email addresses are requested to keep their email addresses validated with their Depository Participants/RTA to enable servicing of communication and documents electronically. In case of any queries, shareholder may write either to the Company at investors@naukri.com or to the RTA at aforesaid email id provided.
Registering email address will help in better communication between the Company and you as an esteemed stakeholder and most importantly will reduce use of paper also contributing towards green environment.
The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to Section 108 of the Act read with relevant rules thereon. The instructions for e-voting are provided in the Notice of the AGM.
Your Company considers people as its biggest assets and âBelieving in People'' is at the heart of its human resource strategy. Human resources management at Info Edge goes beyond the set boundaries of compensation, performance reviews and development. Your Company has put concerted efforts in talent management and succession planning practices, strong performance management and learning and training initiatives to ensure that your Company consistently develops inspiring, strong and credible leadership.
During the year, the focus of your Company was to ensure that young talent is nurtured and mentored consistently, that rewards and recognition are commensurate with performance and that employees have the opportunity to develop and grow. Your Company has established an organization structure that is agile and focused on delivering business results. With regular communication and sustained efforts, it is ensuring that employees are aligned on common objectives and have the right information on business evolution. Your Company strongly believes in fostering a culture of trust and mutual respect in all its employees and seeks to ensure that company''s values and principles are understood by all and are 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 a Policy on the Prevention of Sexual Harassment at its workplaces in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder for prevention and redressal of complaints of sexual harassment at workplace.
The Company has complied with the provision relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the FY 2021, the Company had received no complaint on sexual harassment under the 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 and Remuneration of the Managerial Personnel) Rules, 2014 framed under the Act forms part of this Report. However, pursuant to provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information, is being sent to all the members of your Company and others entitled thereto. Any Member interested in obtaining such particulars may write to the Company Secretary of the Company. The same shall also be available for inspection by members at Registered Office of your Company.
COMPANY''S POLICY RELATING TO REMUNERATION FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
The Company''s Policy relating to Remuneration for Directors, Key Managerial Personnel and other Employees has been explained in the Report on Corporate Governance section forming part of this Annual Report.
MANAGERIAL REMUNERATION
Ratio of the remuneration of each director to the median remuneration of the employees of 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 & commission on the basis of their attendance at the Board/Committee Meetings. Any variation highlighted above in remuneration of these Directors is on account of number of meetings held or attended during the year
$ Remuneration of Mr. Chintan Thakkar in the table above does not include employee share based payment.
* The remuneration paid to the three Executive Directors of the Company last year did not include the amount of annual bonus/commission payable to them for FY2020, as mentioned in Annual Report last year. The Board of Directors reviewed the performance of the Company regularly & accordingly approved the payment of such annual Bonus in December 2020 @ 85% of the proposed eligiblity amount. Remuneration for FY 2021 includes the amount 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 Company during the financial year is 0.6% as compared to last year.
THE NUMBER OF PERMANENT EMPLOYEES ON THE ROLLS OF THE COMPANY.
4283
AVERAGE PERCENTILE INCREASE ALREADY MADE IN THE SALARIES OF THE EMPLOYEES OTHER THAN THE MANAGERIAL PERSONNEL IN THE LAST FINANCIAL YEAR AND ITS COMPARISON WITH THE PERCENTILE INCREASE IN THE MANAGERIAL REMUNERATION AND JUSTIFICATION THEREOF AND POINT OUT IF THERE ARE ANY EXCEPTIONAL CIRCUMSTANCES FOR INCREASE IN MANAGERIAL REMUNERATION
There were no increments given to employees of the Company generally in FY 2021 except few employees in the Tech & Product teams. Further, there was no increase in the managerial 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 for Directors, Key Managerial Personnel and other Employees.
EMPLOYEE STOCK OPTION PLAN
Our ESOP schemes help us share wealth with our employees and are part of a retention-oriented compensation program. They help us meet the dual objective of motivating key employees and retention while aligning their long-term career goals with that of the Company.
ESOP-2007 (MODIFIED IN JUNE 2009) : This is a SEBI compliant ESOP scheme being used to grant stock based compensation to our Associates since 2007. This was approved by passing a special resolution in the Extraordinary General Meeting (EGM) held in March 2007 which was further amended in June 2009 through approval of shareholders by Postal Ballot by introducing Stock Appreciation Rights (SARs)/ Restricted Stock Units (RSUs) and flexible pricing of ESOP/SAR Grants.
ESOP-2015: This is a new Scheme introduced by the Company to provide equity-based incentives to Employees of the Company i.e. the Options granted under the Scheme may be in the form of ESOPs / SARs / other Share-based form of incentives. The Company shall issue a maximum of 40 lac Options exercisable into equity shares of the Company. The scheme is currently used by the Company to make fresh ESOP/SAR grants.
The applicable Disclosures as stipulated under the SEBI Guidelines as on March 31, 2021 with regard to the Employees'' Stock Option Scheme (ESOS) are annexed with this report as Annexure VII.
A certificate from M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration Number: 101049W/E300004) with regards to the implementation of the Company''s Employee Stock Option Scheme in line with SEBI (Share Based Employees Benefits) Regulations, 2014 would be placed in the ensuing Annual General Meeting.
The shares to which Company''s ESOP Schemes relates are held by the Trustees on behalf of Info Edge Employees Stock Option Plan Trust. The individual employees do not have any claim against the shares held by said ESOP Trust unless they are transferred to their respective de-mat accounts upon exercise of options vested in them. Thus, there are no shares in which employees hold beneficial ownership however the voting rights in respect of which are exercised by someone other than such employees. The ESOP trust did not vote on any resolution moved at the previous annual general meeting.
7. Directors'' Responsibility Statement
In accordance with the provisions of Section 134(3)(c) and 134(5) of the Act the Board of Directors confirms that:
a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2021 and of the profit of the Company for that year;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the Company and that such financial controls are adequate and were operating effectively;
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
The Company has complied with the revised Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.
APPRECIATION
Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas as well as the efficient utilisation of the Company''s resources for sustainable and profitable growth.
We, hereby, wish to place on record our appreciation of the efficient and loyal services rendered by each and every employee, without whose whole-hearted efforts, our consistent growth would not have been possible. Your Directors further wish to thank our investors, customers, visitors to our websites, business partners, bankers and other stakeholders for their continued support & their confidence in the Company and its management 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
Mar 31, 2019
Dear Member(s),
The Board of Directors of your Company take pleasure in presenting the Twenty Fourth Annual Report on the business and operations of the Company together with the audited Standalone & Consolidated Financial Statements and the Auditorâs Report thereon for the financial year ended March 31, 2019.
The results of operations for the year under review are given below:
1. RESULTS OF OPERATIONS
( Rs. in Million)
| Â |
Standalone |
Consolidated |
||
| Â |
FY 2019 |
FY 2018 |
FY 2019 |
FY 2018 |
|
1. Net Revenue |
10,982.56 |
9,154.91 |
11,509.32 |
9,882.36 |
|
2. Other Income |
1,111.52 |
970.88 |
1,203.13 |
887.87 |
|
3. Total Income (1 2) |
12,094.08 |
10,125.79 |
12,712.45 |
10,770.23 |
|
Expenditure: |
 |  |  |  |
|
a) Network and other charges |
220.58 |
143.19 |
236.36 |
156.61 |
|
b) Employees Cost |
4,586.39 |
3,930.57 |
5,099.43 |
4,586.44 |
|
c) Advertising and Promotion Cost |
1,756.93 |
1,163.69 |
1,768.92 |
1,193.01 |
|
d) Depreciation/Amortization |
203.80 |
215.49 |
221.41 |
296.33 |
|
e) Cost of Material Consumed |
- |
- |
88.27 |
121.56 |
|
f) Other Expenditure |
1,005.24 |
944.31 |
1,188.75 |
1,242.79 |
|
4. Total expenditure |
7,772.94 |
6,397.25 |
8,603.14 |
7,596.74 |
|
5. EBITDA(3-4 3d) |
4,524.94 |
3,944.03 |
4,330.72 |
3,469.82 |
|
6. Finance Cost |
0.84 |
0.84 |
11.13 |
3.42 |
|
7. Profit before tax and exceptional items (3-4-6) |
4,320.30 |
3,727.70 |
4,098.18 |
3,170.07 |
|
8. Exceptional Item |
334.08 |
913.37 |
(6,165.80) |
(3,126.15) |
|
9. Net Profit before tax (7-8) |
3,986.22 |
2,814.33 |
10,263.98 |
6,296.22 |
|
10. Tax Expense |
1,169.19 |
990.66 |
1,242.80 |
844.99 |
|
11. Net Profit after tax (9-10) |
2,817.03 |
1,823.67 |
9,021.18 |
5,451.23 |
|
12. Share of Profit/(Loss) Joint Ventures/Associate |
- |
- |
(3,099.16) |
(441.74) |
|
13. Share of Minority interest in the losses of Subsidiary Companies |
- |
- |
114.61 |
109.43 |
|
14. Other Comprehensive Income (including share of profit/(loss) of Joint Venture/Associate-Net of Tax |
(22.28) |
(1.58) |
(30.66) |
12.17 |
|
15. Total Comprehensive Income (11 12 13 14) |
2,794.75 |
1,822.09 |
6,005.97 |
5,131.09 |
FINANCIAL REVIEW
STANDALONE FINANCIAL STATEMENTS
The annual audited Standalone Financial Statements for the year have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) prescribed under Section 133 of the Companies Act, 2013 and other recognized accounting practices and policies to the extent applicable. Necessary disclosures as regards to the key impact areas & other adjustments upon transition to Ind-AS reporting have been made under the Notes to Financial Statements.
Your Companyâs revenue from operations reached Rs. 10,982.56 million during the year under review as against Rs.9,154.91 million during the previous financial year, a growth of around 19.96% year on year. The total income increased by around 19.44% from Rs. 10,125.79 million in FY 2018 to Rs.12,094.08 million in FY 2019.
The operating expenses (excluding depreciation) in FY 2019 increased by 22.44% to Rs.7,569.14 million as compared to Rs.6,181.76 million in FY 2018, mainly on account of increase in marketing and technology enhancement expenses.
Operating EBITDA, for the year, recorded an increase of around 14.81% over previous year and stood at Rs.3,413.42 million in comparison with Rs.2,973.15 million in FY 2018. Profit before tax (PBT) from ordinary activities (before exceptional items) is Rs.4,320.30 million in FY 2019 as against Rs.3,727.70 million in FY 2018.
DIVIDEND
Your Company continues with its consistent & impressive track record of dividend payment.
The Dividend Policy of the Company indicates that the Company strives to maintain a dividend pay-out ratio of 15%-40% of standalone profits after tax, which may be modified in light of exceptional circumstances affecting the financials.
In line with its aforesaid Dividend Policy, the Board has recommended a Final Dividend of Rs.2.00/- per equity share in its meeting held on May 28, 2019 which will be paid on or after August 19, 2019, subject to approval by the shareholders at the ensuing Annual General Meeting. This is in addition to the two Interim Dividends at the rate of Rs.2.50/- per equity share and Rs. 1.50/- per equity share declared in the month of October, 2018 and in the month of January, 2019.
The total dividend pay-out (excluding Dividend Distribution tax) during the current year is Rs.671.34 million as against Rs.668.19 million for the previous year. The amount of Dividend Distribution Tax paid/provided by the Company for the year is Rs. 138.03 million as compared to Rs. 136.04 million during the previous financial year.
The Register of Members and Share Transfer Books of the Company shall remain closed from August 7, 2019 to August 13, 2019 for the purpose of final dividend for the financial year ended March 31, 2019 and the Annual General Meeting. The Annual General Meeting is scheduled to be held on August 13, 2019.
TRANSFER TO RESERVES
The Company did not transfer any amount to reserves during the year.
SHARE CAPITAL
During the year under review, the Company issued & allotted 350,000 equity shares (150,000 shares on June 8, 2018 & 200,000 shares on October 16, 2018) at an issue price of Rs.10 each to Info Edge Employees Stock Option Plan Trust. Pursuant to the above allotment, the issued & paid-up equity share capital of the Company increased to & stood, as on March 31, 2019, at Rs. 1,221,161,590 divided into 122,116,159 equity shares of Rs.10/- each.
The fresh shares allotted as aforesaid have been duly listed on the Stock Exchanges.
LISTING OF SHARES
The Companyâs shares are listed on BSE Ltd. (BSE) & National Stock Exchange of India Ltd. (NSE) with effect from November 21, 2006, post its initial public offering (IPO). The annual listing fees for the financial year 2019-20 to BSE and NSE has been paid.
FIXED DEPOSITS
During the year under review, your Company has not invited or accepted any Deposits from the public/members pursuant to the provisions of Sections 73 and 76 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.
2. OPERATIONS REVIEW
The Company considers its business segments as the primary segments to monitor their respective performance on regular basis and therefore the same have been considered as reportable segments under Ind-AS 108 on Segment Reporting. The reportable segments represent âRecruitment Solutionsâ, â99acresâ and the âOthersâ segment which comprises Jeevansathi and Shiksha service verticals since they individually do not meet the qualifying criteria for reportable segment as per the said Accounting Standard. The financial numbers given below for each of the reportable business segments are as per Ind-AS.
RECRULTMENT SOLUTIONS
The recruitment solutions business is built around naukri.com and comprises the www.naukri.com, www.quadranglsearch.com,www.naukrigulf.com,www.firstnaukri.com and Fast Forward- Candidate services. Recruitment Solutions, which is the Companyâs core business continued to deliver strong results in terms of growth in revenues and profits with the flagship portal of the Company naukri.com, continuing to remain the primary source of revenue and cash generation for the Company.
Recruitment Solutions has two major sources of revenue: (i) from recruiters, which accounts for around 90% of revenues and (ii) from job seekers, which relate to all job seeker advisory services.
During the year under review Recruitment Solutions grew by 17.51% from Rs.6,687.52 million in FY 2018 to Rs.7,858.49 million in FY2019. Operating EBITDA from Recruitment Solutions in FY 2019 was Rs.4,295.34 million.
99ACRES
99acres.com derives its revenues from property listings, buildersâ and brokersâ branding and visibility through microsites, home page links and banners, servicing real estate developers, builders and brokers.
With a share of around 50% of traffic, 99acres is the clear leader amongst major players in the market. While the Company has established leadership in traffic share, the business environment still continues to be difficult. In fact, the Real Estate market remains sluggish and demand for new homes remains weak as also the unfinished projects and inventory overhang continues.
During the year under review, real estate business grew by 41.74% from Rs. 1,354.33 million in FY 2018 to Rs. 1,919.64 million in FY 2019. Operating EBITDA loss from real estate business stood at Rs.221.76 million in FY 2019 largely on account of additional investments in marketing.
OTHERS
Your Company also provides matrimonial and education-based classifieds and related services through its portals jeevansathi.com and shiksha.com respectively. These other business verticals of the Company have been gaining traction for some time.
While Jeevansathi offers a platform for free listing, searching and expressing interest for marriage, its revenues are generated from payments to get contact information and certain value-added services. Jeevansathi has two-pronged strategic focus. On the one hand, it is to cover specific communities to grow revenues. On the other hand, emphasis is being laid to convert the community already on the site to increase their use of paid services. In addition, the Company has made a lot of effort in creating a world class experience for users on the mobile platform through its mobile site and app.
Within the online education classifieds space, Shiksha has been strategically positioned as a website which helps students decide undergraduate and post graduate options, by providing useful information on careers, exams, colleges and courses. The business model focuses on providing a platform for branding and advertising solution for colleges and universities (UG, PG, Post PG) where both Indian and foreign entities advertise. Revenues are also generated through lead generation for institutions in terms of potential studentsâ or applicantsâ details bought by colleges and their agents.
With revenues from these other verticals increasing by 8.21%, their combined contribution to the Companyâs revenue was 10.97% in FY 2019. Jeevansathi.com grew by 5.24% & Shiksha.com grew by 13.01%. The Company would continue to invest more to scale up these businesses.
Detailed analysis of the performance of the Company and its respective business segments has been presented in the section on Management Discussion and Analysis Report forming part of this Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) prescribed under Section 133 of the Companies Act, 2013 and other recognized accounting practices and policies to the extent applicable.
The Consolidated Financial Statements have been prepared on the basis of the audited financial statements of the Company, its subsidiaries and associate/jointly controlled companies, as approved by their respective Board of Directors. However, for the purpose of consolidation of financial statements of the Company as regards the investment in VCare Technologies Pvt. Ltd. and Etechaces Marketing & Consulting Pvt. Ltd., unaudited financial statements have been considered.
Your Company, on a consolidated basis, achieved net revenue of Rs. 11,509.32 million during the year under review as against Rs.9,882.36 million during the previous financial year, a growth of 16.46% year on year. The total consolidated income for the year is Rs.12,712.45 million as compared to Rs.10,770.23 million in FY 2018.
Operating EBITDA, for the year, stood at Rs.3,127.59 million in comparison with Rs.2,581.95 million in FY 2018. Total Comprehensive Income, in FY 2019, is reported to be Rs.6,005.97 million in comparison to Rs.5,131.09 million in FY 2018.
DETAILS OF SUBSIDIARIES/JOINT VENTURE (ASSOCIATE) COMPANIES
As on March 31, 2019 the Company has 11 subsidiaries. During the year, the Board of Directors of your Company reviewed the affairs of the subsidiaries. A statement containing the salient features of the financial statements of our subsidiaries/joint venture companies in the prescribed format AOC-I is given as Annexure-I to this report. The statement also provides the details of performance and financial positions of each of the subsidiaries/joint ventures (Associates) and their contribution to the overall performance of the Company.
The developments in the operations/performance of each of the subsidiaries & joint ventures (Associates) entities included in the Consolidated Financial Statements are presented below:
1. Startup Investments (Holding) Ltd. (SIHL), is a holding and investment company. During the year, SIHL made following investments by way of subscription/purchase of shares/debentures:
- 3,42,696 Series B Compulsorily Convertible Preference Shares of Rs.100/- each of Rare Media Company Pvt. Ltd. for a consideration of about Rs.34.27 million.
- 23,073 Series B Compulsorily Convertible Preference Shares having face value of Rs.10/- each at a premium of Rs.8,658.15/- per share of Printo Document Services Pvt. Ltd. for a consideration of about Rs.200 million.
- 3,906 Compulsorily Convertible Preference Shares having face value of Rs.10/- each and 10 Ordinary shares having face value of Rs.10/- each of Medcords Healthcare Solutions Pvt. Ltd. at Rs.6,740/- for a consideration of about Rs.26.39 million.
- 29,99,535 Series B Compulsorily Convertible Preference Shares, having face value of Rs.10/- each and 29,98,800 Series C Compulsorily Convertible Preference Shares having face value of Rs.10/- each of Bizcrum Infotech Pvt. Ltd. for an aggregate consideration of about ? 59.98 million.
- 1,986, 0.01% Compulsorily Convertible Preference Shares having face value of Rs.10/- each and 264 Ordinary shares having face value of Rs.10/- of Shop Kirana E-Trading Pvt. Ltd. for an aggregate consideration of about Rs. 133.89 million.
- 2,80,00,000, 0.01% Series B Compulsory Convertible Preference Shares of Rs.10/- each of Nopaperforms Solutions Pvt. Ltd. for a consideration of Rs.280 million.
- 41,652, 0.01% Series A2 Compulsorily Convertible Preference Shares having a face value of Rs.1/- each at a premium of Rs.239.08/- of Wishbook Infoservices Pvt. Ltd. for an aggregate consideration of about Rs.10 million.
During the year under review, the company also advanced an inter-corporate loan for an amount of Rs.78 million to Applect Learning Systems Pvt. Ltd. which remains outstanding at the end of the said financial year.
Also, SIHL made certain inter-corporate loans to one or more associate/jointly controlled entities which were settled during the year and there were no amount outstanding as on the date of this report.
SIHL, during the year under review, issued & allotted 1,31,82,214, 0.0001%, Compulsorily Convertible Debentures (CCDs) of Rs.100/- each to the Company for about Rs.1,318.22 million. This money was used for making the aforesaid investments through SIHL and to settle outstanding payable to Company including conversion of loan of ? 400 million advanced by the Company during the year. It also issued & allotted 0.0001%- 11,40,442 CCDs to Smartweb Internet Services Ltd. (SMISL), fellow subsidiary of SIHL, for about Rs.114.04 million to settle the payables to SMISL.
SIHL also subscribed to 25,000, 0.0001% -Compulsory Convertible Debentures of Rs.100/- each of NewInc, a fellow subsidiary of SIHL.
During the year under review, SIHL recorded diminution in the value of its investment held in Canvera Digital Technologies Pvt. Ltd. and transferred its entire holding therein to Printo Document Services Pvt. Ltd. for a nominal consideration of Rs. 0.70 million.
It had the total loss of Rs.565.63 million in FY 2019 as compared to loss of Rs.724.32 million in FY 2018.
2. Diphda Internet Services Ltd. (Diphda), is a wholly owned subsidiary of the Company as on March 31, 2019. During the current financial year, the Company invested a sum of Rs.3,446.32 million (approx. USD 50 million) through Diphda and a further sum of Rs.689.54 million (approx. USD 10 million) through another wholly owned subsidiary Startup Investments (Holding) Ltd. in Etechaces Marketing & Consulting Pvt. Ltd. (âEtechacesâ). Upon completion of this transaction, the Company acquired about 6.25% additional stake in Etechaces on fully converted and diluted basis.
Diphda had nil revenue and total income during the period of first year of its operations.
3. Makesense Technologies Ltd. (MTL), had no revenue from operations during the year. The total income of MTL from other sources is Rs.2.85 million in FY 2019 as compared to Rs.0.79 million in FY 2018.
During the year under review, MTL issued and allotted 1,08,311 & 1,08,289 equity shares of Rs.10/- each to the Company and to MacRitchie Investments Pte. Ltd. respectively at an issue price of Rs.8,805/- per equity share for an aggregate consideration of Rs.1907.16 million. MTL also acquired an additional 3.50% stake in Etechaces Marketing & Consulting Pvt. Ltd. from PI Opportunities Fund-I (âPIOFâ) for an aggregate consideration of Rs.1,905.18 million.
The Company owns 50.01% of MTL while MTL holds about 19.65% in Etechaces.
4. Naukri Internet Services Ltd. (NISL), had NIL revenue during the year, as compared to Rs.0.08 million during the previous financial year. The total profit of NISL is Rs.109.62 million in FY 2019 as compared to loss of Rs.89.37 million in FY 2018.
NISL, during the year under review, approved reduction of its issued, subscribed and paid-up, 0.0001% Cumulative Redeemable Preference Shares (CRPS) capital, from ^3,43,24,00,000 divided into 3,43,24,000 fully paid-up CRPS of Rs.100 each held by the Company, to Rs.3,24,00,000 divided into 3,24,000 fully paid-up CRPS of Rs.100/- each, by cancelling and extinguishing, in aggregate, ^3,40,00,00,000 divided into 3,40,00,000 CRPS of Rs.100/- each.
The application presented under section 66 of the Companies Act, 2013, is pending before National Company Law Tribunal (NCLT), at New Delhi Bench for confirming the reduction as aforesaid.
5. Allcheckdeals India Pvt. Ltd. (ACD), provides brokerage services in the real estate sector in India. During the year under review, it achieved net revenue of Rs.4.17 million as against Rs.4.20 million during the previous financial year. The total income is Rs.6.37 million in FY 2019 as compared to Rs.5.38 million in FY 2018.
During the year under review, ACD acquired 29,96,026, 0.01% Series B, Compulsorily Convertible Preference Shares having face value of Rs.10/- each of Ideaclicks Infolabs Pvt Ltd. It also raised funds by issuing Compulsory Convertible Debentures to the Company for an aggregate consideration of about Rs.30 million.
6. Newlnc Internet Services Pvt. Ltd. (Newlnc), a wholly-owned subsidiary of ACD issued & allotted 25,000 0.0001%, CCDs of Rs. 100/- each aggregating to Rs.25,00,000 to Startup Investments (Holding) Ltd. (SIHL), a fellow subsidiary of NewInc. During the year under review, the total income of the company is Rs.0.03 million as compared to Rs.0.02 million in FY 2018.
7. Interactive Visual Solutions Pvt. Ltd. (Interactive), is the owner of a proprietary software which enables a high-quality virtual video/3D image of a proposed or existing real estate development to be viewed online by customers.
During the year under review, the Company invested Rs. 1,00,000 in Interactive Visual Solutions Pvt. Ltd. through 0.0001% Compulsory Convertible Debentures of Rs. 100/- each. The total income of the company stood at Rs.0.14 million as compared to Rs.0.01 million in FY 2018.
8. Jeevansathi Internet Services Pvt. Ltd. (JISPL), owns & holds the domain names & related trademarks of the Company. During the year under review, it had net revenue of Rs.0.1 million, similar to Rs.0.1 million revenue during the previous financial year. The total income stood at Rs.0.17 million in FY 2019 as against Rs.0.11 million in FY 2018.
9. Smartweb Internet Services Ltd. (SMISL), is a company incorporated for the purpose of carrying on the business of providing all kinds of internet services. During the year under review, it subscribed to 11,40,442, 0.0001%-Compulsorily Convertible Debentures of Rs. 100/- each of SIHL for an aggregate consideration of about Rs. 114.04 million settling the entire amount receivable by it from SIHL.
It had the total income of Rs.0.66 million in FY 2019 as compared to Rs.3.06 million in FY 2018.
10. Startup Internet Services Ltd. (SISL), is a wholly owned subsidiary of the Company, incorporated for the purpose of providing all kinds and types of internet services. It had the total income of Rs.0.31 million in FY 2019 as compared to Rs.0.09 million in FY 2018.
INVESTEE COMPANIES
Your Company has following continuing external strategic investments.
All holding percentages in the investee companies given below are computed on fully converted and diluted basis. The percentage holdings are held directly or indirectly through its subsidiaries. It may be noted that the actual economic interest in these investee companies may or may not result into equivalent percentage shareholding on account of the terms of the agreements with them.
ZOMATO MEDIA PVT. LTD. (ZOMATO)
Zomato Media Pvt. Ltd. owns & operates the website, www.zomato.com. It generates revenue from advertisements of restaurants and lead sales. The aggregate investment of the Company in Zomato is about Rs. 1,522 million.
Zomato achieved, on consolidated basis, net sales of Rs. 13,125.86 million during the current financial year as against Rs.4,663.63 million during the previous financial year. The total income increased by 188% from Rs.4,850.94 million in FY 2018 to Rs.13,970.06 million in FY 2019.
APPLECT LEARNING SYSTEMS PVT. LTD. (MERITNATION/APPLECT)
Applect owns & operates a website with the name www.meritnation.com which is delivering kindergarten to Class 12 (K-12) study material. The company has an experienced team that specializes in content development and assessment modules in the education space. During the year, SIHL extended loan of Rs.78 million to Applect. Your Company has invested an aggregate amount of Rs. 1,379 million (net of diminution) in Applect and the Company holds around 65.67% stake on fully diluted & converted basis, in Applect.
During the year under review, it achieved net sales of Rs.347.66 million as against Rs.308.36 million during the previous financial year. The total income increased by 6.94% from Rs.328.23 million in FY 2018 to Rs.351.02 million in FY 2019.
Applect falls in the category of a subsidiary company of the Company.
ETECHACES MARKETING & CONSULTING PVT. LTD. (ETECHACES/POLIOYBAZAAR)
Etechaces operates through website, PolicyBzzar which helps customers understand their need for insurance and other financial products to select products/schemes that best suit their requirements.
During the year under review, Company through its subsidiary, Makesense Technologies Ltd, (âMTLâ) along with MacRitchie Investments Pte. Ltd.(a wholly-owned subsidiary of Temasek) invested about Rs. 1905.18 million in Policybazaar for 3.50% stake by purchasing the shares held by PI Opportunities Fund I.
The aggregate investment of the Company, held indirectly through its Subsidiaries/Joint ventures, in Policy Bazaar as on the date of this report is 24.10 %. However, since 49.99% of Makesense Technologies Ltd. (holding 19.65% in Policy Bazaar) is held by Temasek, Companyâs relevant economic interest in Etechaces is 15.85%.
Etechaces also received investment for an amount of Rs.4,135.86 million from Diphda and SIHL, as mentioned earlier herein.
KINOBEO SOFTWARE PVT. LTD.(KINOBEO/MYDALA)
Kinobeo operates through a website namely www.mydala.com, that offers discounts and deals with a focus on the mobile application space. Revenues are generated from merchant commissions and fees from telecom Operators.
Your Company has invested an aggregate amount of Rs.270 million in www.mydala.com for a 42.18% stake, however, the Company has, during the previous year, made provision for impairment of full amount.
CANVERA DIGITAL TECHNOLOGIES PVT. LTD. (CANVERA)
The website www.canvera.com is owned & operated by this company. The website is operational since 2008 and offers solutions to professional photographers. Revenues are generated primarily from sale of printed photo books.
During the year under review, your Company received diminution in value of investment and transferred its entire holding held through its wholly owned subsidiary, SIHL in Canvera to Printo Document Services Pvt. Ltd. for a consideration of Rs.0.70 million.
PRINTO DOCUMENT SERVICES PVT. LTD. (PRINTO)
Printo is a retail chain which provides personal and business print and corporate merchandise in India. The company provides business cards, business stationary, ID Cards and accessories, flyers/leaflets, posters, standees, brochures, signage, stickers, calendars and diaries, gift products, personalized greeting cards, photo books, T-shirts and apparel, and marketing collaterals. It sells products online at www.printo.in and through its retail stores in 6 states.
During the year under review, the Company through its wholly owned subsidiary, SIHL invested an amount of about Rs.200 million in Printo for a stake of 25.08% on a fully converted and diluted basis. Futher as mentioned above, the Company transferred its entire Shareholding in Canvera to Printo.
HAPPILY UNMARRIED MARKETING PVT. LTD. (HUM)
The business of HUM generates revenues from design and sale of fun creative products as also a menâs grooming range (âUstraâ) and has a large addressable market.
Your Company has invested Rs.263 million in HUM and holds through its wholly owned subsidiary, SIHL, stake of 41.14% on a fully converted and diluted basis.
MINT BIRD TECHNOLOGIES PVT. LTD. (VACATION LABS)
Vacation Labs is developing a software tool for tour & activity operators which apart from automating the online reservations & payments system also provides entire back office operations.
The Company has invested an amount of Rs.60 million in www.vacationlabs.com for 26.10% stake. During the year the Company has made provision for impairment of full amount.
GREEN LEAVES CONSUMER SERVICES PVT. LTD. (BIGSTYLIST)
Bigstylist is an on-demand marketplace for beauty professionals, which gives access to the network of certified beauty professionals in oneâs neighborhood.
The Company, through its wholly owned subsidiary, SIHL has invested Rs.174 million in Bigstylist for 49.56% stake, however during the previous year the Company has made provision for impairment of full amount.
RARE MEDIA COMPANY PVT. LTD. (BLUE DOLPHIN)
The service is delivered by means of the âBlue Dolphinâ application, which is pre-installed on smartphones running the Android Operating System, and the Blue Dolphin Portal, which is an access-controlled web portal.
It is a service offering Secure location tracking and workflow management of mobile employees.
The Company during the year under review, through its wholly owned subsidiary, SIHL invested Rs.34.27 million in Blue Dolphin. The Company as on the date of this report holds 43.86 % on a fully converted and diluted basis. However, during the year under review the Company has made provision for impairment of full amount.
Your Company also acquired Technology and Source Code of transfer of property verification app from Blue Dolphin, used by the Company in connection with 99acres for a consideration of Rs. 15.70 million (excluding GST) during the year under review.
VCARE TECHNOLOGIES PVT. LTD. (DIROLABS)
Vcare Technologies Pvt. Ltd. (Dirolabs) is a phonebook management company with features like allowing users to create a group phone books which can be shared with friends and family, creation of private phone books where only key members on the group will have rights to edit, removing duplicate accounts.
The Company has invested an aggregate amount of Rs.40 million for 15.0% stake.
UNNATI ONLINE PVT. LTD. (UNNATI)
Unnati Online Pvt. Ltd. is an internet company, which runs a website by the name of www.unnatihelpers.com and is in the business of providing a technology enabled employment exchange for enabling hiring of informal sector workers through its web portal. The Company has invested an aggregate amount of Rs.40 million in www. unnatihelpers.com for 31.64 % stake.
During the year under review, your Company acquired the technology on Job Broadcast Product âUnnati Recruiterâ from Unnati for a consideration of Rs.20 million (excluding GST).
IDEACLICKS INFOLABS PVT. LTD. (ZIPPSERV)
Zippserv is an online platform which provides risk assessment for safeguarding real estate investments, including legal & civil engineering due-diligence, fraud & forgery detection and technology to ascertain encroachments & city planning violations.
During the year under review, the Company has through its wholly owned subsidiary, invested Rs.29.96 million in www.zippserv.com.The Company has invested aggregate amount Rs.54 million for a stake of 45.31 % on a fully converted and diluted basis.
WISHBOOK INFOSERVICES PVT. LTD. (WISHBOOK)
Wishbook runs a business which offers âWishbook catalog Appâ, allowing catalog distribution from manufacturers to distributors to wholesalers to retailers and allowing the salesperson to show catalogs & take orders.
The Company has through its wholly-owned subsidiary invested about Rs. 10 million during the year under review. The Company holds 31.63 % stake in Wishbook on fully converted and diluted basis.
NOPAPERFORMS SOLUTIONS PVT. LTD. (NOPAPERFORMS)
Nopaperforms runs a business of providing a SaaS platform (via website namely www.nopaperforms.com) which has a suite of software products including lead management system, application management system, campaign management etc. The site aims to create IP out of providing an end-to-end solution to institutions and individuals, as the case may be, for managing their leads and workflows.
The Company through its wholly owned subsidiary invested Rs.280 million during the year under review. The Company has invested aggregate amount of Rs.337 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 and counselling to students, schools, colleges and educators. These enable students and parents take better informed decisions on higher education and related products and services. The products and services are provided through physical connects, an online portal named as www.univariety.com and through third party portals of partner entities.
The Company through its wholly owned subsidiary invested about Rs. 125 million for a stake of 31.39% on fully converted and diluted basis.
AGSTACK TECHNOLOGIES PVT. LTD. (GRAMOPHONE)
Gramophone is a technology enabled marketplace (operated through a website www.gramophone.in and its app âGramophoneâ) for enabling efficient farm management. Farmers can buy quality agricultural input products like seeds, crop protection, nutrition and equipment directly from its m-commerce platform.
The Company through its wholly owned subsidiary invested about Rs.64 million for a stake of 27.78% on fully converted and diluted basis.
BIZCRUM INFOTECH PRIVATE LTD. (SHOEKONNECT)
ShoeKonnect is a B2B marketplace (âShoeKonnectâ mobile app, www.shoekonnect.com website) that enables footwear brands, manufacturers, wholesalers and retailers to connect, communicate & transact with each other for conducting and expanding their business. The platform facilitates catalogue/inventory uploading, order placement, order receipt, delivery scheduling and payment management amongst manufacturers, wholesalers, manufacturers and retailers.
During the year under review, the Company through its wholly owned subsidiary has invested Rs.60 million in ShoeKonnect for a stake of 28.94% on a fully converted and diluted basis.
MEDCORDS HEALTHCARE SOLUTIONS PVT. LTD. (MEDCORDS)
Medcords (operated through a website www.medcords.com and its app âMedcordsâ) is a cloud- based ML powered ecosystem that connects and enables various stakeholders of the healthcare ecosystem. The ecosystem facilitates, among other things, remote consultations and follow-up consultations with doctors, and intelligent digitization of usersâ medical records and on-demand availability of such records. The venture aims to create IP out of medical data and advanced analytics to create efficient healthcare decision systems for doctors, hospitals, government, etc. They currently have a web-app for doctors and android apps for pharmacies and patients.
During the year under review, the Company through its wholly owned subsidiary invested an amount of Rs.26 million in Medcords for a stake of 11.37% on a 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 for ordering, delivery, payments and related products/services among various stakeholders in grocery/FMCG supply chain. Shopkirana helps retailers with simple and efficient M-distribution platform by ensuring the most competitive prices, quick delivery and single sourcing channel for retailers while brands have visibility and direct connect to retailers for promotions or product launch.
During the year under review, the Company through its wholly owned subsidiary invested (via mix of primary and secondary purchase) about Rs. 134 million in Shopkirana for a stake of 15.49% on a fully converted and diluted basis.
HIGHORBIT CAREERS PVT. LTD. (IIMJOBS.COM)
The Board of Directors of the Company at its meeting held on May 27, 2019 had approved the acquisition of 100% of the Share Capital on a fully converted and diluted basis of Highorbit Careers Pvt. Ltd for an aggregate consideration of about Rs.808.25 million.
Highorbit Careers Pvt. Ltd is engaged in the business of providing online classifieds, database, digital platform and recruitment solutions in the recruitment and employability vertical to small, medium and large enterprises and the job seekers across different verticals particularly Management and Technology verticals.
Post the acquisition is complete, iimjobs would become wholly owned subsidiary of the Company.
The aforesaid Investee Company (ies) achieved an aggregate revenue of Rs.20,122.98 million as against Rs.8,958.99 million during the previous financial year. The aggregate operating EBITDA level loss was Rs.26,399.61million as compared to Rs. 1,622.99 million during the previous financial year.
The above companies are treated as âAssociate Companies/Joint Ventureâ, except where mentioned specifically, in our Consolidated Financial Statements as per the Accounting Standards issued by the Institute of Chartered Accountants of India and notified by the Ministry of Corporate Affairs.
Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, the Consolidated Financial Statements along with all relevant documents and the Auditorsâ Report thereon form part of this Annual Report. Further, the audited financial statements of each of the subsidiaries alongwith relevant Directorsâ Report and Auditorsâ Report thereon are available on our website www.infoedge.in. These documents will also be available for inspection during business hours at our registered office.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the FY 2019, your Company invested (including inter-corporate deposit), directly or indirectly, about Rs.2,757.68 million into the aforesaid Investee companies.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
As per the provisions of the Act and the Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Companyâs website at http://infoedge.in/pdfs/Related-Party-Transaction-Policy.pdf.
The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.
This Policy specifically deals with the review and approval of Material Related Party transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is also obtained for related party transactions on an annual basis for transactions which are of repetitive nature and/ or entered in the ordinary course of business and at armâs length basis. The Company has not entered into any material related party transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statements.
The particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed Form AOC-2 are given in Annexure II.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date of the Report.
As required under section 134(3) of the Act, the Board of Directors informs the members that during the financial year, there have been no material changes, except as disclosed elsewhere in report:
- In the nature of Companyâs business;
- In the Companyâs subsidiaries or in the nature of business carried out by them, and
- In the classes of business in which the Company has an interest.
FUTURE OUTLOOK
The online classified industry has seen a rapid growth in the light of new categories/offerings, evolving business models, entry of multiple players and changing consumer behavior. The digital economy in India is on an accelerated growth trajectory and it has shown an enormous growth in the last couple of years and is projected to grow over USD1.2 billion by 2020. As the digital economy continues to expand, Info Edge finds itself well positioned to leverage many of the opportunities arising out of a more digitally connected Indian economy. Info Edge has the capability to do so because of its deep knowledge base of and on-ground experience with its customers and due to extensive investment made by it in technology and the best-in-class tech-savy people. Your Company will continue to leverage its leading positions across its business segments.
Info Edge continues to lay emphasis on promoting innovation and makes investments in branding, people, product development and processes to maintain its leadership position and defend markets. Many global companies are actively pursuing the Indian market and they have experience of building large global communities which can be translated into effective models in online recruitment space. The Company is proactively gearing itself to meet any such future challenge.
Naukri.com has established clear leadership position in India which position itself is the key to its success and growth. The Company continues to make investments into product innovation, engineering, brand support, sales network, servicing back office and hiring superior talent. 99acres.com has achieved its leadership position through continued investments in product aesthetics, data quality and marketing which has ensured quality and innovation driving customer retention and growth. The Sectoral uncertainty that arose with the introduction of demonetization, GST and RERA is gradually abating. With gradual recovery in the real estate segment future holds good promise of high growth and value creation. Info edge remains committed to this market and will continue to invest more in this business.
Jeevansathi.com is expected to continue on their gradual growth path with investments being made on brand development. Shiksha.com is still a small business but is gaining traction and becoming profitable.
Overall, the Company expects the economic conditions to improve in FY2020 and is well positioned to leverage market opportunities and grow. It will continue to explore opportunities to make strategic investments in investee companies while maintaining a war chest of cash in its reserves to preserve and protect existing brands under control.
3. CORPORATE GOVERNANCE
Your Company always places a major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an Organizationâs corporate governance philosophy is directly linked to high performance. The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in creation of value for all its stakeholders.
In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on âCorporate Governanceâ with a detailed compliance report on corporate governance and a certificate from M/s.Chandrasekaran & Associates, Company Secretaries, Secretarial Auditors of the Company regarding compliance of the conditions of Corporate Governance, forms part of this Annual Report. The report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013.
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion & Analysis Report for the year under review as stipulated under Listing Regulations with the Stock Exchanges in India is presented in a separate section forming part of this Annual Report.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Company met 8 (eight) times during the year under review. In addition to this, 2 (two) meetings of Independent Directors were also held. The details of the meetings of the Board including that of its Committees and Independent Directorsâ meeting(s) are given in the Report on Corporate Governance section forming part of this Annual Report.
COMPOSITION OF AUDIT COMMITTEE
During the year, all recommendations of Audit Committee were accepted by the Board.
The details of the composition, powers, functions, meetings of the Committee held during the year are given in the Report on Corporate Governance section forming part of this Annual Report.
ESTABLISHMENT OF THE VIGIL MECHANISM
The Company has formulated an effective Whistle Blower Mechanism and a policy that lays down the process for raising concerns about unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct or Ethics Policy. The Company has appointed M/s. Thought Arbitrage Consulting, as an Independent External Ombudsman. This policy is further explained under Corporate Governance section, forming part of this Report and the full text of the Policy is available on the website of the Company at www.infoedge.in.
Your Company hereby affirms that no Director/employee have been denied access to the Chairman of the Audit Committee. There were three complaints received through the said mechanism which did not pertain to the nature of complaints sought to be addressed through this platform. However, the Company took cognizance of the matters and investigated them further to lead to the logical conclusion of the said complaints.
RISK MANAGEMENT POLICY
The Company has an effective risk management procedure, which is governed at the highest level by the Board of Directors, covering the process of identifying, assessing, mitigating, reporting and review of critical risks impacting the achievement of Companyâs objectives or threaten its existence.
To further strengthen & streamline the procedures about risk assessment and minimization procedures, the Board of Directors constituted a Board level Risk Management Committee (RMC). The details on Risk Management plan of the Company are given in the Report on Corporate Governance section forming part of this Annual Report.
INTERNAL FINANCIAL CONTROLS
Your Company has put in place adequate internal financial controls with reference to the financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.
The Company has also put in place adequate systems of Internal Control to ensure compliance with policies and procedures which is commensurate with size, scale and complexity of its operations. The Company has appointed an external professional firm as Internal Auditor. The Internal Audit of the Company is regularly carried out to review the internal control systems and processes. The internal Audit Reports along with implementation and recommendations contained therein are periodically reviewed by Audit Committee 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 by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in the future.
EXTRACT OF ANNUAL RETURN
As required by Section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Extract of Annual Return in Form MGT-9 is furnished in Annexure III to this Report. The Annual Return filed for the FY 2017-18 is available on the website of the Company at url www.infoedge.in/annual-return.asp.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, Mr. Ashish Gupta, was appointed by the shareholders of the Company in the 23rd Annual General Meeting held on July 24, 2018 as an Independent Director of the Company to hold office for a term of five years i.e. July 21, 2017 till July 20, 2022.
Mr. Arun Duggal, Ms. Bala Despande, Mr. Saurabh Srivastava and Mr. Naresh Gupta were appointed as Independent Directors pursuant to Section 149 of the Companies Act 2013 and the Rules framed thereunder and provisions of erstwhile Listing Agreement for their first term of up to 5 consecutive years w.e.f. April 1, 2014 up till March 31, 2019. They were re-appointed as Independent Directors on the Board of the Company for their second term vide Postal Ballot dated January 29, 2019 duly passed by the shareholders of the Company on March 10, 2019.
The outer date of retirement in the Second term has been fixed and approved as 2 years for Mr. Arun Duggal, 3 years for Ms. Bala Despande and 4 years each for Mr. Naresh Gupta & Mr. Saurabh Srivastava.
The Board had issued the statement of the Board to the Shareholders w.r.t. Board Continuity & Succession Plan, which was submitted to Stock Exchanges vide intimation dated January 29, 2019 and were published in the Postal Ballot issued to the shareholders of the Company.
The first term of Mr. Sharad Malik, an Independent Director of the Company is up to December 15, 2019. The Board, subject to shareholdersâ approval, on recommendation of Nomination & Remuneration Committee has approved the re-appointment of Mr. Malik as an Independent Director for a second term of up to 5 years. It is proposed to seek shareholdersâ approval by means of Special Resolution in the ensuing Annual General Meeting of the Company.
The present term of appointment of Mr. Chintan Thakkar as the Whole-time Director & CFO is valid upto October 15, 2019. The Board has, subject to the approval of the members in the forthcoming Annual General Meeting, on recommendation of Nomination & Remuneration Committee approved the re-appointment of Mr. Thakkar as Wholetime Director to be designated as the Whole-time Director & CFO for another period of five years, post completion of his present term.
Also, Ms. Geeta Mathur has been appointed as an Additional Director to be designated as an Independent Director of the Company w.e.f. May 28, 2019 by the Board of Directors in its meeting held on May 28, 2019, on recommendation of Nomination & Remuneration Committee and subject to confirmation by the shareholders at the ensuing Annual General Meeting to hold office as an Independent Director for a term of upto 5 (five) consecutive years on the Board of the Company effective from May 28, 2019 to May 27, 2024.
In the opinion of the Board, Ms. Geeta Mathur possesses requisite qualifications and experience which would be useful to your Company and would enable her to contribute effectively to your Company in her capacity.
Ms. Mathur has confirmed her eligibility and willingness to accept office of Non-Executive, Independent Director, if confirmed by the members at the ensuing Annual General Meeting.
DIRECTORS LIABLE TO RETIRE BY ROTATION
In accordance with the provisions of the Act, not less than 2/3rd (Two-third) of the total number of Directors (other than Independent Directors) shall be liable to retire by rotation. Accordingly, pursuant to the Companies Act, 2013 read with Article 119 of the Articles of Association of the Company, Mr. Kapil Kapoor (DIN:00178966) is liable to retire 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 to retire by rotation. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and under the SEBI (LODR), Regulations, 2015.
FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
In compliance with the requirements of the Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme are explained in the Corporate Governance Report. The same is also available on the website of the Company and can be accessed by web link www.infoedge.in/pdfs/Board-Familiarisation.pdf.
PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS
Listing Regulations laying down the key functions of the Board, mandates that the Board shall monitor and review the Board Evaluation Process and also stipulates that the Nomination & Remuneration Committee of the Company shall lay down the evaluation criteria for performance evaluation of Independent Directors. Section 134 of the Companies Act, 2013 states that a formal evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Further, Schedule IV to the Companies Act, 2013 states that performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.
In accordance with the aforesaid provisions, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees.
Some of the performance indicators based on which the evaluation takes place are-attendance in the meetings, quality of preparation/participation, ability to provide leadership and work as team player. In addition, few criteria for independent directors include commitment to protecting/enhancing interests of all shareholders and contribution in implementation of best governance practices. Performance criteria for Whole-time Directors includes contribution to the growth of the Company, new ideas /planning and compliances with all policies of the Company.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
Pursuant to Schedule IV to the Companies Act, 2013 and Listing Regulations, two meetings of Independent Directors were held during the year i.e. on May 30, 2018 and on January 30, 2019, without the attendance of Executive directors and members of Management.
In addition, the Company encourages regular separate meetings of its independent directors to update them on all business-related issues and new initiatives. At such meetings, the executive directors and other members of the Management make presentations on relevant issues.
KEY MANAGERIAL PERSONNEL
The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed thereunder:
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 AUDITORâS REPORT
STATUTORY AUDITORS
M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (FRN:101049W/E300004), pursuant to your approval, were appointed as the Statutory Auditors of the Company in the 22nd Annual General Meeting of the Company for carrying out the audit of the financial statements of the Company for the financial years 2017-18 to 2021-22 subject to ratification by members at every Annual General Meeting.
The Companies (Amendment) Act, 2017, effective May 7, 2018 had done away with the requirement of annual ratification of appointment of Statutory Auditors. However, as a measure of good corporate governance practice, the Company had put the matter before shareholders in the 23rd Annual General Meeting for seeking their approval for ratification of appointment of the Statutory Auditors for the Financial Year ended March 31, 2019. Members affirmed, in the aforesaid Annual General Meeting, that in accordance with the amended Section 139 of the Companies Act, 2013, the appointment of M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, as the Statutory Auditors of the Company, shall not require any annual ratification for remaining period of their appointment from the conclusion of Twenty-Fourth Annual General Meeting till the conclusion of Twenty-Seventh Annual General Meeting of the Company.
The notes on financial statements referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation or adverse remark or disclaimer.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Chandrasekaran & Associates, Company Secretaries as the Secretarial Auditors of the Company to undertake Secretarial Audit of the Company for FY 2019. The Secretarial Audit Report is annexed herewith as Annexure IV
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.
INTERNAL AUDITORS
M/s. T.R. Chadha & Associates, Chartered Accountants perform the duties of internal auditors of the Company and their report is reviewed by the audit committee quarterly.
5. CORPORATE SOCIAL RESPONSIBILITY (CSR)
For your Company, Corporate Social Responsibility (CSR) means the integration of social, environmental and economic concerns in its business operations. CSR involves operating Companyâs business in a manner that meets or exceeds the ethical, legal, commercial and public expectations that society has of businesses. In alignment with vision of the Company, Info Edge, through its CSR initiatives, will continue to enhance value creation in the society through its services, conduct & initiatives, so as to promote sustained growth for the society.
The CSR Committee of the Company helps the Company to frame, monitor and execute the CSR activities of the Company. The Committee defines the parameters and observes them for effective discharge of the social responsibility of your Company. The CSR Policy of your Company outlines the Companyâs philosophy & the mechanism for undertaking socially useful programmes for welfare & sustainable development of the community at large as part of its duties as a responsible corporate citizen. The constitution of the CSR Committee is given in the Corporate Governance Report 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 the kind of themes supported by the Company is given below.
CSR PROJECTS FUNDED IN FY 2018-19
Info Edgeâs CSR policy mainly focuses on supporting organizations that are making impactful interventions at various stages across the education and employability spectrum.
The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as Annexure V to this Report.
BUSINESS RESPONSIBILITY REPORT
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates, the top 500 listed companies by market capitalization, to give Business Responsibility Report (âBR Reportâ) in their Annual Report describing the initiatives taken by the Company from an Environmental, Social and Governance perspective in the format specified by the SEBI. This requirement became applicable w.e.f. April 1, 2016.
The concept of Business Responsibility Report lays down nine (9) core principles which a Listed Company shall follow while undertaking its business operations. In terms of aforesaid Regulations, a separate section on âBusiness Responsibility Reportâ with a detailed compliance report forms part of this Annual Report and is given in Annexure VI.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy and technology absorption as required to be disclosed under the Act are part of Annexure VII to the Directorsâ report. The particulars regarding foreign exchange earnings and expenditure are furnished below:-
(Rs. in Million)
|
Particulars |
FY2019 |
FY2018 |
|
Foreign exchange earnings |
||
|
Sales |
845.02 |
716.95 |
|
Total inflow |
845.02 |
716.95 |
|
Foreign exchange outflow |
||
|
Internet & Server Charges |
17.20 |
55.70 |
|
Advertising and Promotion cost |
81.71 |
121.96 |
|
Travel & conveyance |
0.58 |
2.28 |
|
Foreign Branch Expenses |
172.35 |
164.22 |
|
Others |
27.31 |
14.97 |
|
Total Outflow |
299.15 |
359.13 |
|
Net Foreign exchange inflow |
545.87 |
357.82 |
GREEN INITIATIVE
The Company has implemented the âGreen Initiativeâ to enable electronic delivery of notice/documents/ annual reports to shareholders. Electronic copies of the Annual Report 2019 and Notice of the 24th Annual General Meeting are sent to all members whose e-mail addresses are registered with the Company/Depository Participant(s). For members, who have not registered their e-mail addresses, physical copies of the Annual Report 2019 and the Notice of the 24th Annual General Meeting are sent in permitted mode. Members requiring a physical copy may send a request to the Company Secretary.
The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to section 108 of the Companies Act, 2013 read with relevant rules thereon. The instructions for e-voting are provided in the Notice of the AGM.
In furtherance of the aforesaid principle of âGreen Initiativeâ, the Company has decided to forego the practice of printing financial statements of its subsidiaries as part of the Companyâs Annual Report with a view to help the environment by reducing paper consumption as it results in reduced carbon footprint for the Company. However, the audited financial statements of each of the subsidiaries alongwith relevant Directorsâ Report and Auditorsâ Report thereon are available on our website www.infoedge.in. These documents will also be available for inspection during business hours at our registered office.
6. HUMAN RESOURCES MANAGEMENT
Human resources management at Info Edge goes beyond the set boundaries of compensation, performance reviews and development. Your Company considers people as its biggest assets and âBelieving in Peopleâ is at the heart of its human resource strategy. Your Company has put concerted efforts in talent management and succession planning practices, strong performance management and learning and training initiatives to ensure that your Company consistently develops inspiring, strong and credible leadership. During the year, the focus of your Company was to ensure that young talent is nurtured and mentored consistently, that rewards and recognition are commensurate with performance and that employees have the opportunity to develop and grow. Your Company has established an organization structure that is agile and focused on delivering business results. With regular communication and sustained efforts, it is ensuring that employees are aligned on common objectives and have the right information on business evolution. Your Company strongly believes in fostering a culture of trust and mutual respect in all its employees and seeks to ensure that companyâs values and principles are understood by all and are the reference point in all people matters.
THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has complied with the provision relating to the constitution of Internal Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the FY 2018-19, the Company received no complaint on sexual harassment under The 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 and Remuneration of the Managerial Personnel) Rules, 2014 framed under Companies Act, 2013 forms part of this Report. However, pursuant to provisions of Section 136 of the Companies Act, 2013, the Annual Report excluding the aforesaid information, is being sent to all the members of your Company and others entitled thereto. Any Member interested in obtaining such particulars may write to the Company Secretary of the Company. The same shall also be available for inspection by members at Registered Office of your Company.
COMPANYâS POLICY RELATING TO REMUNERATION FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
The Companyâs Policy relating to Remuneration for Directors, Key Managerial Personnel and other Employees is given in the Report on Corporate Governance section forming part of this Annual Report.
MANAGERIAL REMUNERATION
Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the Financial Year is given on next page.
|
Name of Director |
Designation |
Remuneration of Director/ KMP for FY2018-19 (Rs.in million) |
% increase in remuneration in the FY 2018-19 |
Ratio of Remuneration of each Director/ to median remuneration of employees |
|
Mr. Kapil Kapoor |
Non-Executive Chairman |
1.30 |
4.00& |
2.15 |
|
Mr. Arun Duggal |
Non-Executive, Independent Director |
2.33 |
4.48& |
3.86 |
|
Mr. Sanjeev Bikhchandani |
Promoter, Executive Vice-Chairman |
27.31 |
21.22$ |
45.22 |
|
Mr. Hitesh Oberoi |
Promoter, Managing Director & CEO |
28.25 |
22.03$ |
46.77 |
|
Mr. Chintan Thakkar |
Whole Time Director & CFO |
22.31 |
8.20$* |
36.94 |
|
Mr. Saurabh Srivastava |
Non-Executive, Independent Director |
2.93 |
5.40& |
4.85 |
|
Mr. Naresh Gupta |
Non-Executive, Independent Director |
2.33 |
4.48& |
3.86 |
|
Ms. Bala Despande |
Non-Executive, Independent Director |
2.30 |
39.39& |
3.81 |
|
Mr. Sharad Malik |
Non-Executive, Independent Director |
1.91 |
(14.35) |
3.16 |
|
Mr. Ashish Gupta |
Non-Executive, Independent Director |
1.45 |
61.11& |
2.40 |
|
Mr. MM Jain |
Company Secretary |
5.30 |
47.22 |
8.77 |
&The non-executive/independent directors are paid sitting fees & commission on the basis of their attendance at the Board/Committee Meetings. The change in remuneration of these Directors is on account of number of meetings held or attended during the year.
$ Remuneration of Mr. Sanjeev Bikhchandani, Mr. Hitesh Oberoi and Mr. Chintan Thakkar was revised by the Nomination & Remuneration Committee through resolution by circulation dated August 9, 2018 and August 13, 2018, respectively effective April 1, 2018, in accordance with the authority granted by shareholders in their meeting held on July 25, 2016 (for Mr. Sanjeev Bikhchandani & Mr. Hitesh Oberoi) and on July 27, 2015 (for Mr. Chintan Thakkar).
* Without including employee share based payments.
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 Company during the financial year is 14.2% as compared to last year.
THE NUMBER OF PERMANENT EMPLOYEES ON THE ROLLS OF THE COMPANY.
4243.
AVERAGE PERCENTILE INCREASE ALREADY MADE IN THE SALARIES OF THE EMPLOYEES OTHER THAN THE MANAGERIAL PERSONNEL IN THE LAST FINANCIAL YEAR AND ITS COMPARISON WITH THE PERCENTILE INCREASE IN THE MANAGERIAL REMUNERATION AND JUSTIFICATION THEREOF AND POINT OUT IF THERE ARE ANY EXCEPTIONAL CIRCUMSTANCES FOR INCREASE IN MANAGERIAL REMUNERATION.
The average increase in salaries of employees other than managerial personnel in 2018-19 was around 12.18%. Percentage increase in the managerial remuneration paid for the year was around 17.5%.
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 for Directors, Key Managerial Personnel and other Employees.
EMPLOYEE STOCK OPTION PLAN
Our ESOP schemes help us share wealth with our employees and are part of a retention-oriented compensation program. They help us meet the dual objective of motivating key employees and retention while aligning their longterm career goals with that of the Company.
ESOP-2007 (MODIFIED IN JUNE 2009): This is a SEBI compliant ESOP scheme being used to grant stock based compensation to our Associates since 2007. This was approved by passing a special resolution in the Extraordinary General Meeting (EGM) held in March 2007 which was further amended in June 2009 through approval of shareholders by Postal Ballot by introducing Stock Appreciation Rights (SARs)/ Restricted Stock Units (RSUs) and flexible pricing of ESOP/SAR Grants.
ESOP-2015: This is a new Scheme introduced by the Company to provide equity-based incentives to Employees of the Company i.e. the Options granted under the Scheme may be in the form of ESOPs / SARs / other Share-based form of incentives. The Company shall issue a maximum of 40 lac Options exercisable into equity shares of the Company. The scheme is currently used by the Company to make fresh ESOP/SAR grants.
The applicable Disclosures as stipulated under the SEBI Guidelines as on March 31, 2019 with regard to the Employeesâ Stock Option Scheme (ESOS) are annexed with this report as Annexure VIII.
A certificate from M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration Number: 101049W/E300004) with regards to the implementation of the Companyâs Employee Stock Option Scheme in line with SEBI (Share Based Employees Benefits) Regulations, 2014 would be placed in the ensuing Annual General Meeting.
The shares to which Companyâs ESOP Schemes relates are held by the Trustees on behalf of Info Edge Employees Stock Option Plan Trust. The individual employees do not have any claim against the shares held by said ESOP Trust unless they are transferred to their respective de-mat accounts upon exercise of options vested in them. Thus, there are no shares in which employees hold beneficial ownership however the voting rights in respect of which are exercised by someone other than such employees. The ESOP trust did not vote on any resolution moved at the previous annual general meeting.
7. DIRECTORSâ RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013 the Board of Directors confirms that:
a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2019 and of the profit of the Company for that year;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the Company and that such financial controls are adequate and were operating effectively;
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;
g) the Company has complied with the revised Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings;
h) the Company has complied with the provisions relating to the constitution of Internal Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
APPRECIATION
Your Companyâs organizational culture upholds professionalism, integrity and continuous improvement across all functions, as well as efficient utilization of the Companyâs resources for sustainable and profitable growth.
Your Directors acknowledge with gratitude and wishes to place on record its appreciation for the dedication and commitment of your Companyâs employees at all levels which has continued to be our major strength. Your Directors also thank the shareholders, investors, customers, visitors to our websites, business partners, bankers and other stakeholders for their confidence in the Company and its management and look forward for their continuous support.
For and on behalf of Board of Directors
Date: May 28, 2019
Place: Noida Kapil Kapoor
Chairman
DIN:00178966
Mar 31, 2018
DIRECTORS'' REPORT
Dear Member(s),
The Board of Directors of your Company take pleasure in presenting the Twenty Third Annual Report on the business and operations of the Company together with the audited Standalone & Consolidated Financial Statements and the Auditorâs Report thereon for the financial year ended March 31, 2018.
The results of operations for the year under review are given below:
1. RESULTS OF OPERATIONS:
(Rs, in Million)
|
Standalone |
Consolidated |
|||
|
FY2018 |
FY2017 |
FY2018 |
FY2017 |
|
|
1. Net Sales |
9,154.91 |
8,021.06 |
9,882.36 |
8,876.31 |
|
2. Other Income |
970.88 |
625.23 |
887.87 |
828.45 |
|
3. Total income (1 2) |
10,125.79 |
8,646.29 |
10,770.23 |
9,704.76 |
|
Expenditure: |
||||
|
a) Network and other charges |
143.19 |
172.58 |
156.61 |
186.02 |
|
b) Employees Cost |
3,930.57 |
3,751.58 |
4,586.44 |
4,565.52 |
|
c) Advertising and Promotion Cost |
1,163.69 |
880.53 |
1,193.01 |
926.15 |
|
d) Depreciation/Amortization |
215.49 |
240.55 |
296.33 |
327.61 |
|
e) Cost of Material Consumed |
- |
- |
121.56 |
117.62 |
|
f) Other Expenditure |
944.31 |
941.47 |
1,242.79 |
1,309.02 |
|
4. Total expenditure |
6,397.25 |
5,986.71 |
7,596.74 |
7,431.94 |
|
5. EBITDA(3-4 3d) |
3,944.03 |
2,900.13 |
3,469.82 |
2,600.43 |
|
6. Finance Cost |
0.84 |
1.00 |
3.42 |
2.33 |
|
7. Profit before exceptional items, share of net losses of investments accounted for using equity method and tax (3-4-6) |
3,727.70 |
2,658.58 |
3,170.07 |
2,270.49 |
|
8. Share of Profit/(Loss) Joint Ventures |
- |
- |
(441.74) |
(1,895.56) |
|
9. Profit before exceptional items and tax (7 8) |
3,727.70 |
2,658.58 |
2,728.33 |
374.93 |
|
10. Exceptional Item |
913.37 |
39.84 |
(3,126.15) |
323.86 |
|
11. Net Profit before tax (9-10) |
2,814.33 |
2,618.74 |
5,854.48 |
51.07 |
|
12. Tax Expense |
990.66 |
574.71 |
844.99 |
477.97 |
|
13. Net Profit after tax (11-12) |
1,823.67 |
2,044.03 |
5,009.49 |
(426.90) |
|
14. Share of Minority interest in the losses of Subsidiary Companies |
- |
- |
109.43 |
189.48 |
|
15. Other Comprehensive Income (including share of profit/(loss) of Joint Venture-Net of Tax |
(1.58) |
(4.70) |
12.17 |
(1.14) |
|
16. Total Comprehensive Income (13 14 15) |
1,822.09 |
2,039.33 |
5,131.09 |
(238.56) |
Financial Review
Standalone Financial Statements
Your Company adopted, beginning April 1, 2016, Indian Accounting Standards for the first time with a transition date of April 1, 2015. The annual audited Standalone Financial Statements for the year have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) prescribed under Section 133 of the Companies Act, 2013 and other recognized accounting practices and policies to the extent applicable. Necessary disclosures as regards to the key impact areas & other adjustments upon transition to Ind-AS reporting have been made under the Notes to Financial Statements.
Your Companyâs revenue from operations reached Rs, 9,154.91 million during the year under review as against Rs, 8,021.06 million during the previous financial year, a growth of around 14.1% year on year. The total income increased by around 17.1% from Rs, 8,646.29 million in FY 2017 to Rs, 10,125.79 million in FY 2018.
The operating expenses (excluding depreciation) in FY 2018 increased by 7.6% to Rs, 6,181.76 million as compared to Rs, 5,746.16 million in FY 2017, mainly on account increase in marketing expenses.
Operating EBITDA, for the year, recorded an increase of around 30.7% over previous year and stood at Rs, 2,973.15 million in comparison with Rs, 2,274.90 million in FY 2017. Profit before tax (PBT) from ordinary activities (before exceptional items) is Rs, 3,727.70 million in FY 2018 as against Rs, 2,658.58 million in FY 2017.
Dividend
Your Company has a consistent & impressive track record of dividend payment.
The Board had revised the Dividend Policy of the Company in its meeting held on March 12, 2016. The revised dividend policy indicates that the Company strives to maintain a dividend pay-out ratio of 15%-40% of standalone profits after tax, which may be modified in light of exceptional circumstances affecting the financials.
In line with its aforesaid Dividend Policy, the Board has recommended a Final Dividend of Rs, 1.50/- per equity share in its meeting held on May 30, 2018 which will be paid on or after July 30, 2018, subject to approval by the shareholders at the ensuing Annual General Meeting. This is in addition to the two Interim Dividends at the rate of Rs, 2.50/- per equity share and Rs, 1.50/- per equity share declared in the month of October, 2017 and in the month of February, 2018.
The total dividend pay-out (excluding Dividend Distribution tax) during the current year is Rs, 668.19 million as against Rs, 363.50 million for the previous year. The amount of Dividend Distribution Tax paid/provided by the Company for the year is Rs, 136.04 million as compared to Rs, 74.01 million during the previous financial year.
The Register of Members and Share Transfer Books of the Company shall remain closed from July 18, 2018 to July 24, 2018 for the purpose of payment of final dividend for the financial year ended March 31, 2018 and the Annual General Meeting. The Annual General Meeting is scheduled to be held on July 24, 2018.
Transfer to Reserves
The Company did not transfer any amount to reserves during the year.
Share Capital
During the year under review, the Company issued & allotted 5,50,000 equity shares, from time to time, to Info Edge Employees Stock Option Plan Trust. Pursuant to the above allotment, the issued & paid-up equity share capital of the Company increased to & stood, as on March 31, 2018, at Rs, 1,217,661,590 divided into 121,766,159 equity shares of Rs, 10/- each.
The fresh shares allotted as aforesaid have been duly listed on the Stock Exchanges.
Listing of Shares
The Companyâs shares are listed on BSE Ltd. (BSE) & National Stock Exchange of India Ltd. (NSE) with effect from November 21, 2006, post its initial public offering (IPO). The annual listing fees for the financial year 201819 to BSE and NSE has been paid.
Fixed Deposits
During the year under review, your Company has not invited or accepted any Deposits from the public/members pursuant to the provisions of Sections 73 and 76 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.
2. OPERATIONS REVIEW
The Company considers its business segments as the primary segments to monitor the performance of each of its business segments on regular basis and therefore these have been considered as reportable segments under Ind-AS 108 on Segment Reporting. The reportable Segments represent âRecruitment Solutionsâ and â99acresâ and the âOthersâ segment which comprises Jeevansathi and Shiksha service verticals since they individually do not meet the qualifying criteria for reportable segment as per the said Accounting Standard. The financial numbers given below for each of the business segments are as per Ind-AS.
Recruitment Solutions
The recruitment solutions business is built around naukri.com and comprises the www.naukri.com,
www.quadrangle.com,www.naukrigulf.com,www.firstnaukri.com, and Fast Forward- Candidate services.
Recruitment solutions, which is the Companyâs core business continued to deliver strong results in terms of growth in revenues and profits with the flagship portal of the Company naukri.com, continuing to remain the primary source of revenue and cash generation for the Company.
Naukri.com has two major sources of revenue: (i) from recruiters, which accounts foraround 90% of revenues. The different elements include job listing/response management; employer branding/visibility, and others, such as resume short listing and screening, career site management and campus recruitment, and non-recruitment advertising other than for jobs; and (ii) from job seekers, which relate to all job seeker advisory services.
During the year under review recruitment solutions grew by 12.3 % from Rs, 5,953.45 million in FY 2017 to Rs, 6,687.52 million in FY 2018. Operating EBITDA from recruitment solutions in FY 2018 was Rs, 3,758.63 million.
99acres
99acres.com derives its revenues from property listings, buildersâ and brokersâ branding and visibility through microsites, home page links and banners servicing real estate developers, builders and brokers.
With a share of around 50% of traffic, 99acres is the clear leader amongst major players in the market. While the Company has established leadership in traffic share, the business environment still continues to be difficult. In fact, the Real Estate market remains sluggish and demand for new homes remains to be weak as also the unfinished projects and inventory overhang continues.
During the year under review, real estate business grew by 20.7 % from Rs, 1,122.24 million in FY 2017 to Rs, 1,354.33 million in FY 2018. Operating EBITDA loss from real estate business stood at Rs, 303.58 million in FY 2018 largely on account of additional investments in people.
Others
Your Company also provides matrimonial and education based classifieds and related services through its portals jeevansathi.com and shiksha.com respectively. The other business verticals of the Company have been gaining traction for some time.
While Jeevansathi offers a platform for free listing, searching and expressing interest for marriage, its revenues are generated from payments to get contact information and certain value added services. Jeevansathi has two pronged strategic focus. On the one hand, it is to cover specific communities to grow revenues. On the other hand, emphasis is being laid to convert the community already on the site to increase their use of paid services. In addition, the Company has made a lot of effort in creating a world class experience for users on the mobile platform through its mobile site and app.
Within the online education classifieds space, Shiksha has been strategically positioned as a website which helps students decide undergraduate and post graduate options, by providing useful information on careers, exams, colleges and courses. The business model focuses on providing a platform for branding and advertising solution for colleges and universities (UG, PG, post PG) where both Indian and foreign entities advertise. Revenues are also generated through lead generation for institutions in terms of potential student or applicants details bought by colleges and their agents.
With revenues from these other verticals increasing by 17.7 %, their combined contribution to the companyâs net sales was 12.2 % in FY 2018. Jeevansathi.com grew by 18.5 % & Shiksha.com grew by 16.5 %. The Company would continue to invest more to scale up these businesses.
Detailed analysis of the performance of the Company and its businesses has been presented in the section on Management Discussion and Analysis Report forming part of this Annual Report.
Consolidated Financial Statements
The Consolidated Financial Statements have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) prescribed under Section 133 of the Companies Act, 2013 and other recognized accounting practices and policies to the extent applicable.
The Consolidated Financial Statements have been prepared on the basis of the audited financial statements of the Company, its subsidiaries and associate/jointly controlled companies, as approved by their respective Board of Directors. However, for the purpose of consolidation of financial statements of the Company as regards the investment in Kinobeo Software Pvt. Ltd., unaudited financial statements have been considered.
Your Company, on a consolidated basis, achieved net sales of Rs, 9,882.36 million during the year under review as against Rs, 8,876.31 million during the previous financial year, a growth of more than 11.3 % year on year. The total income for the year is Rs, 10,770.23 million as compared to Rs, 9,704.76 million in FY 2017.
Operating EBITDA, for the year, stood at Rs, 2,581.95 million in comparison with Rs, 1,771.98 million in FY 2017. Total Comprehensive Income, in FY 2018, is reported to be Rs, 5,131.09 million in comparison to Rs, 238.56 million loss in FY
2017.
Details of Subsidiaries/Joint Venture (Associate) Companies
As on March 31, 2018 we have 11 subsidiaries. During the year, the Board of Directors reviewed the affairs of the subsidiaries. A statement containing the salient features of the financial statements of our subsidiaries/joint venture companies in the prescribed format AOC-I is given as Annexure-I to this report. The statement also provides the details of performance and financial positions of each of the subsidiaries/associate companies or joint ventures.
The developments in the operations/performance of each of the subsidiaries & associates/jointly controlled entities included in the Consolidated Financial Statement are presented below:
Naukri Internet Services Ltd. (NISL), had net revenue of Rs, 75 thousand during the year, as compared to Rs, 100 thousand during the previous financial year. The total loss of NISL is Rs, 89,373 thousand in FY 2018 as compared to Rs, 44,566 thousand in FY 2017. NISL, during the year under review, consequent to the approval of the Audit Committee, Board of Directors and Shareholders of the Company, approved to divest 32,629 equity shares held by it in Zomato Media Pvt. Ltd. (being 98% of its equity shareholding) by way of sale to Alipay Singapore Holding Pte. Ltd. for consideration of Rs, 3,284.07 million. The said transfer was completed on April 20, 2018 (i.e. in FY 19). After the aforesaid divestment, NISL holds 0.13% of the paid up capital of Zomato Media Pvt. Ltd on fully converted & diluted basis with voting rights. The aggregate shareholding of the Company in Zomato Media Pvt. Ltd. post this transaction would be 32.54% on fully converted & diluted basis.
Jeevansathi Internet Services Pvt. Ltd. (JISPL), owns & holds the domain names & related trademarks of the Company. During the year under review, it had net revenue of Rs, 100 thousand, similar to Rs, 100 thousand revenue during the previous financial year. The total income stood at Rs, 114 thousand in FY 2018 as against Rs, 109 thousand in FY 2017.
Allcheckdeals India Pvt. Ltd. (ACD), provides brokerage services in the real estate sector in India. During the year under review, it achieved net revenue of Rs, 4,203 thousand as against Rs, 5,221 thousand during the previous financial year. The total income is Rs, 5,380 thousand in FY 2018 as compared to Rs, 11,540 thousand in FY 2017.
During the year under review, ACD issued 0.0001%, 1,00,000 Compulsory Convertible Debentures of Rs, 100/- each (CCDs), aggregating to Rs, 10 million to Smartweb Internet Services Ltd., a fellow subsidiary of ACD.
MakeSense Technologies Ltd., (MTL), had no revenue from operations during the year. The total income of MTL is Rs, 785 thousand in FY 2018 as compared to Rs, 494 thousand in FY 2017.
The Company owns 50.01% of MTL while MTL holds about 16.42% in Etechaces Marketing & Consulting Pvt. Ltd. (Policybazaar).
Interactive Visual Solutions Pvt. Ltd. (Interactive), is the owner of a proprietary software which enables a high quality virtual video/3D image of a proposed or existing real estate development to be viewed online by customers.
During the year under review, the total income of the company stood at Rs, 7 thousand as compared to Rs, 38 thousand in FY 2017.
NewInc Internet Services Pvt. Ltd. (NewInc), a wholly-owned subsidiary of ACD. During the year under review, the total income of the company is Rs, 17 thousand as compared to no income in FY 2017. During the year, the Company invested an amount of Rs, 279.37 million in it.
Startup Investments (Holding) Ltd., (SIHL) is a holding and investment company. During the year, SIHL made following investments by way of purchase of shares/ debentures:
- 5,00,000, 0.001% Compulsorily Convertible Debentures (CCDs) in Green Leaves Consumer Services Pvt. Ltd. for a consideration of about Rs, 50 million.
- 1,82,292, 0.01% Compulsorily Convertible Preference Shares of Rs, 1 in Wishbook Infoservices Pvt. Ltd. for a consideration of about Rs, 35 million.
- 7,77,419, 0.1% Optionally Convertible Cumulative Redeemable Preference Shares having face value ofRs, 1 each in Canvera Digital Technologies Pvt. Ltd. for a consideration of about Rs, 86.67 million.
- 5 Equity Shares and 1,949 compulsorily convertible preference shares in Etechaces Marketing and Consulting Pvt. Ltd. for a consideration of about Rs, 507. 1 million.
- 1,89,664 Compulsorily Convertible Debentures (CCDs) in Applect LearningSystems Pvt. Ltd. fora consideration of about Rs, 189.66 million.
- 1,868 preference shares of Rs, 10 each in Happily Unmarried Marketing Pvt. Ltd. for a consideration of about Rs, 50 million.
- 56,63,826,0.01% Compulsorily Convertible Preference shares of Rs, 10 each in Nopaperforms Solution Pvt. Ltd. for a consideration of about Rs, 56.64 million.
- 8,855,0.01% Compulsorily Convertible Preference Shares of Rs, 100 each in International Education Gateway Private Ltd. for a consideration of Rs, 125 million.
- 63,82,530,0.01% Compulsorily Convertible Preference Shares of Rs, 10 each in Agstack Technologies Private Ltd. for a consideration of Rs, 63.83 million.
Also, during the year under review, SIHL made certain inter-corporate loans to one or more Associate/jointly controlled entities which were settled during the year and there are no amount outstanding as on the date of this report.
It had the total loss of Rs, 7,24,316 thousand in FY 2018 as compared to loss of Rs, 1,84,743 thousand in FY 2017
Smartweb Internet Services Ltd. (SMISL) a Company incorporated for the purpose of carrying on the business of providing all kinds of internet services, invested in the Compulsorily Convertible Debentures of ACD, a fellow subsidiary of SMISL.
SMISL had the total income of Rs, 3,061 thousand in FY 2018 as compared to Rs, 22,759 thousand in FY 2017
Startup Internet Services Ltd., (SISL) is a wholly owned subsidiary of the Company, for the purpose of providing all kinds and types of internet services. It had the total income of Rs, 85 thousand in FY 2018 as compared to Rs, 132 thousand in FY 2017
INVESTEE COMPANIES
Your Company has following continuing external strategic investments:
All holding percentages in the investee companies given below are computed on fully converted and diluted basis. The percentage holdings are held directly or indirectly through its subsidiaries. It may be noted that the actual economic interest in these investee companies may or may not result into equivalent percentage shareholding on account of the terms of the agreements with them.
Zomato Media Pvt. Ltd. (Zomato)
Zomato Media Pvt. Ltd. owns & operates the website, www.zomato.com. It generates revenue from advertisements of restaurants and lead sales. The aggregate investment of the Company in Zomato is about Rs, 4,838 million.
During the year under review, the Company (vide its shareholdersâ approval by postal ballot) approved to divest 32,629 equity shares held by NISL in Zomato (being 6.81% of the paid-up share capital of Zomato on fully converted & diluted basis) by way of sale to Alipay Singapore Holding Pte. Ltd. for consideration of '' 3,284.07 million. The transaction was completed on April 20, 2018, i.e. in FY 19. Post the aforesaid transfer, the Company together with NISL holds 32.54% on a fully diluted and converted basis, with voting rights.
Zomato achieved, on consolidated basis, net sales of Rs, 4,663.63 million during the current financial year as against Rs, 3,322.72 million during the previous financial year. The total income increased by 21.5% from Rs, 3,993.51 million in FY 2017 to Rs, 4,850.94 million in FY 2018.
Applect Learning Systems Pvt. Ltd. (Meritnation/Applect)
Applect owns & operates a website with the name www.meritnation.com which is delivering kindergarten to Class 12 (K-12) study material. The company has an experienced team that specializes in content development and
assessment modules in the education space. During the year, the Company invested an amount of Rs, 379.33 million in Applect. Your Company has invested an aggregate amount of Rs, 1,347 million and the Company holds around 65.67 % stake, on fully diluted & converted basis, in Applect.
During the year under review, it achieved net sales of Rs, 308.36 million as against Rs, 362.99 million during the previous financial year. The total income decreased by 12.4 % from Rs, 374.84 million in FY 2017 to Rs, 328.23 million in FY 2018.
Applect falls in the category of a Subsidiary company of the Company.
Etechaces Marketing & Consulting Pvt. Ltd. (Etechaces/Policybazaar)
Etechaces operates through website, www.policybazaar.com which helps customers understand their need for insurance and other financial products to select products/schemes that best suit their requirements.
During the year under review, Company through its wholly owned subsidiary viz. Startup Investments (Holding) Ltd. (âSIHLâ) invested Rs, 507.10 million in Policybazaar. The aggregate investment of the Company, held indirectly through its Subsidiaries/Joint ventures, in Policy Bazaar as on the date of this report is 18.05%. However, since 49.99% of Makesense Technologies Ltd. (holding 16.42% in Policy Bazaar) is held by Temasek, Companyâs relevant economic interest in Etechaces is 9.84%.
Kinobeo Software Pvt. Ltd. (Kinobeo/Mydala)
Kinobeo operates through a website namely www.mydala.com, that offers discounts and deals with a focus on the mobile application space. Revenues are generated from merchant commissions and fees from telecom Operators.
Your Company had invested an aggregate amount of '' 270 million in www.mydala.com for a 42.18% stake, however Company has made provision for impairment of full amount.
Canvera Digital Technologies Pvt. Ltd. (Canvera)
The website www.canvera.com is owned & operated by this company. The website is operational since 2008 and offers solutions to professional photographers. Revenues are generated primarily from sale of printed photo books.
During the year under review, your Company through its wholly owned subsidiary, SIHL, invested '' 86.67 million in Canvera in addition to Inter corporate deposit of '' 50.00 million made through SMISL.
Your Company has invested an aggregate amount of Rs, 1,211 million in Canvera for a 70.47% stake, out of which Rs, 1,060 million had been booked as loss on account of diminution in value/provision for impairment.
During the year under review, it achieved net sales of Rs, 415.67 million as against Rs, 488.91 million during the previous financial year. The total income decreased by 15.6 % from Rs, 496 million in FY 2017 to Rs, 418.42 million in FY 2018.
Canvera falls in the category of a subsidiary company of the Company.
Happily Unmarried Marketing Pvt. Ltd. (HUM)
The business of HUM generates revenues from design and sale of fun creative products as also a menâs grooming range (âUstraâ) and has a large addressable market.
Your Company during the year invested '' 50 million in HUM through its wholly owned subsidiary, SIHL taking its aggregate investment in HUM to '' 263 million for a stake of 47.21%.
Mint Bird Technologies Pvt. Ltd. (Vacation Labs)
Vacation Labs is developing a software tool for tour & activity operators which apart from automating the online reservations & payments system also provides entire back office operations.
Company has invested an amount of '' 60 million in www.vacationlabs.com for 26.1% stake.
Green Leaves Consumer Services Pvt. Ltd. (Bigstylist)
Bigstylist is an on-demand marketplace for beauty professionals, which gives access to the network of certified beauty professionals in oneâs neighborhood.
The Company during the year, through its wholly owned subsidiary, SIHL invested '' 50 million in Bigstylist resulting into an aggregate investment of Rs, 174 million for 49.56% stake, however Company has made provisions for impairment of full amount.
Rare Media Company Pvt. Ltd. (Blue Dolphin)
The service is delivered by means of the ''Blue Dolphinâ application, which is pre-installed on smart phones running the Android Operating System, and the Blue Dolphin Portal, which is an access-controlled web portal.
The Company has invested an amount of '' 74 million in www.bluedolph.in for 34.90% stake. It is a service offering Secure location tracking and workflow management of mobile employees.
VCare Technologies Pvt. Ltd. (Dirolabs)
Vcare Technologies Pvt. Ltd. (Dirolabs) is a phonebook management company with features like allowing users to create a group phone books which can be shared with friends and family, creation of private phone books where only key members on the group will have rights to edit, removing duplicate accounts.
The Company has invested an aggregate amount of '' 40 million for 15.06% stake.
Unnati Online Pvt. Ltd. (Unnati)
Unnati Online Pvt. Ltd. is an internet company, which runs a website by the name of www.unnatihelpers.com and is in the business of providing a technology enabled employment exchange for enabling hiring of informal sector workers through its web portal. The Company has invested an aggregate amount of '' 40 million in www.unnatihelpers.com for 31.64 % stake.
Ideaclicks Infolabs Private Limited (Zippserv)
Zippserv is an online platform which provides risk assessment for safeguarding real estate investments, including legal & civil engineering due-diligence, fraud & forgery detection and technology to ascertain encroachments & city planning violations.
The Company has invested an aggregate amount of '' 24 million in www.zippserv.com for 28.90% stake.
Wish book Info services Pvt. Ltd. (Wish book)
Wish book runs a business which offers âWish book catalog Appâ, allowing catalog distribution from manufacturers to distributors to wholesalers to retailers and allowing the salesperson to show catalogs & take orders.
The Company has through its wholly-owned subsidiary, invested about '' 35 million during the year under review for a stake of 25.74 % on fully converted and diluted basis.
No paper forms Solution Pvt. Ltd. (No paper forms)
No paper forms runs a business of providing SaaS platform (via website namely www.nopaperforms.com) which has a suite of software products including lead management system, application management system, campaign management etc. The site aims to create IP out of providing an end-to-end solution to institutions and individuals, as the case may be, for managing their leads and workflows. The Company through its wholly owned subsidiary, invested about Rs, 57 million during the year under review for a stake of 39.89% on fully converted and diluted basis.
International Education Gateway Private Ltd. (Univariety)
Univariety is engaged in an educational business of providing products and services and counselling to students, schools, colleges and educators. These enable students and parents take better informed decisions on higher education and related products and services. The products and services are provided through physical connects, an online portal named as www.univariety.com and through third party portals of partner entities.
The Company through its wholly owned subsidiary invested about Rs, 125 million for a stake of 31.39% on fully converted and diluted basis.
Agstack Technologies Private Ltd. (Gramophone)
Gramophone is a technology enabled marketplace (operated through a website www.gramophone.in and its app ''Gramophoneâ) for enabling efficient farm management. Farmers can buy quality agricultural input products like seeds, crop protection, nutrition and equipment directly from its m-commerce platform.
The Company through its wholly owned subsidiary invested about Rs, 64 million for a stake of 27.78% on fully converted and diluted basis.
The aforesaid Investee Companies achieved an aggregate revenue of Rs, 9,374.66 million as against Rs, 6,643.78 million during the previous financial year. The aggregate operating EBITDA level loss was Rs, 1,875.12 million as compared to Rs, 2,624.76 million during the previous financial year.
The above companies are treated as âAssociate Companies/Joint Ventureâ, except where mentioned specifically, in our Consolidated Financial Statements as per the Accounting Standards issued by the Institute of Chartered Accountants of India and notified by the Ministry of Corporate Affairs.
Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, the Consolidated Financial Statements along with all relevant documents and the Auditorsâ Report thereon form part of this Annual Report. Further, the audited financial statements of each of the subsidiaries along with relevant Directorsâ Report and Auditorsâ Report thereon are available on our website www.infoedge.in. These documents will also be available for inspection during business hours at our registered office.
Particulars of Loans, Guarantees or Investments
During the FY 2018, your Company invested (including inter-corporate deposit), directly or indirectly, about Rs, 1,403.54 million into the Investee companies.
Particulars of Contracts or Arrangements with Related Parties
As per the provisions of the Act and the Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Companyâs website at http://infoedge.in/pdfs/Related-Party-Transaction-Policy.pdf.
The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.
This Policy specifically deals with the review and approval of Material Related Party transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is also obtained for related party transactions on an annual basis for transactions which are of repetitive nature and/ or entered in the ordinary course of business and at armâs length basis. The Company has not entered into any material related party transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statements.
The particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed Form AOC-2 are given in Annexure II.
Material Changes and Commitments
There have been no material changes affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date of the Report.
As required under section 134(3) of the Act, the Board of Directors informs the members that during the financial year, there have been no material changes, except as disclosed elsewhere in report:
- In the nature of Companyâs business;
- In the Companyâs subsidiaries or in the nature of business carried out by them, and
- In the classes of business in which the Company has an interest.
Future Outlook
Internet business space in India is still in a developing phase, much of its growth depends on the way the overall digital economy evolves in the country. In the last couple of years, after a period of slow and steady expansion, the digital economy has crossed its inflexion point in India and now on a rapid growth trajectory.
Much of the sectorâs growth is attributable to two factors: rapid developments in the telecom space especially mobile telephony, and the changing attitude of the population towards digitization. In FY 2017, the Government of India also undertook several regulatory measures that signal the intent to transform much of Indian into a digital based economy. Adoption of digital technology is expected to deliver several social benefits more efficiently including improve ease of doing business, access to services and products and quality of governance. The internet economy in India is becoming a greater contributor to GDP. From its present level of 5% of GDP, it will increase to around 7.5% of the countryâs GDP by 2020. The growth is expected to be led by e-commerce and financial services with digital payments increasing to between 30% and 40% of all transactions.
With its experience and products in the market, Info Edge is well positioned to leverage this transformation. Having established a leadership position in its main business domains, your Company continues to lay emphasis on promoting innovation and makes investments in branding, people, product development and processes to maintain its leadership position and defend markets. Info Edge always focuses on delivering long term sustainable value by comprehensive discipline of ideation, strategizing, planning, implementing, reviewing and adopting corrective measures. Info Edgeâs competitive position in Naukri.com continues to be very strong. Newer products and site improvements undertaken recently have yielded good results. The Company will continue to invest more in this business mainly in areas like project development, machine learning & artificial intelligence.
The 99acres.com traffic share has grown even in a weak market. Introduction of RERA is positive for the business in the long run as a more transparent, organized and professional real estate industry is good for all concerned. Competitive intensity has subsided for the time being, but the impact of RERA in the short term could be negative as there is confusion around the new rules. Info Edge remains committed to this market and will continue to invest more in this business.
During FY2018, the response to jeevansathi.com has been very positive and the Company will continue to push this business. Shiksha is also close to breaking even. Though there are some macroeconomic uncertainties going into FY 2019, these should not come in the way of Info Edgeâs leadership position in terms of traffic share across its brands. The Company remains optimistic about FY 2019.
Our strategic investments in investee companies continue to perform up to expectations. In FY 2018, an additional '' 1,403.54 million (including loan) was invested into these ventures. Amongst the investee companies, two are starting to gain considerable traction-Zomato Media Private Limited and Etechaces Marketing and Consulting Private Limited that runs Zomato & Policybazaar.com, respectively. Overall, the Company is expected to deliver good growth in revenues across brands, profitability of the brands are expected to improve, but at the aggregate level the Company will have to keep on investing in products and people to maintain leadership in a market, which is fast getting exposed/prone to competition.
3.CORPORATEGOVERNANCE
Your Company always places a major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an Organizationâs corporate governance philosophy is directly linked to high performance. The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in creation of value for all its stakeholders.
In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on âCorporate Governanceâ with a detailed compliance report on corporate governance and a certificate from M/s. Chandrasekaran & Associates Company Secretaries, Secretarial Auditors of the Company regarding compliance of the conditions of Corporate Governance, forms part of this Annual Report. The report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013.
Management Discussion & Analysis
The Management Discussion & Analysis Report for the year under review as stipulated under Listing Regulations with the Stock Exchanges in India is presented in a separate section forming part of this Annual Report.
Number of Meetings of the Board of Directors
The Board of Directors of the Company met 7 (seven) times during the year under review. In addition to this, 2 (two) meetings of Independent Directors were also held. The details of the meetings of the Board including that of its Committees and Independent Directorsâ meeting are given in the Report on Corporate Governance section forming part of this Annual Report.
Composition of Audit Committee
During the year, all recommendations of Audit Committee were accepted by the Board.
The details of the composition, powers, functions, meetings of the Committee held during the year are given in the Report on Corporate Governance section forming part of this Annual Report.
Establishment of the Vigil Mechanism
The Company has formulated an effective Whistle Blower Mechanism and a policy that lays down the process for raising concerns about unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct
or Ethics Policy. The Company has appointed M/s. Thought Arbitrage Consulting, as an Independent External Ombudsman. This policy is further explained under Corporate Governance section, forming part of this Report and the full text of the Policy is available on the website of the Company at www.infoedge.in.
Your Company hereby affirms that no Director/employee have been denied access to the Chairman of the Audit Committee. There were two complaints received through the said mechanism which does not pertain to the nature of complaints sought to be addressed through this platform. However, the Company took cognizance of the matter and investigated them further to lead to the logical conclusion of the said complaints.
Risk Management Policy
The Company has an effective risk management procedure, which is governed at the highest level by the Board of Directors, covering the process of identifying, assessing, mitigating, reporting and review of critical risks impacting the achievement of Companyâs objectives or threaten its existence.
To further strengthen & streamline the procedures about risk assessment and minimization procedures, the Board of Directors constituted a Board level Risk Management Committee (RMC). The details on Risk Management plan of the Company are given in the Report on Corporate Governance section forming part of this Annual Report.
Internal Financial Controls
Your Company has put in place adequate internal financial controls with reference to the financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.
The Company has also put in place adequate systems of Internal Control to ensure compliance with policies and procedures which is commensurate with size, scale and complexity of its operations. The Company has appointed an external professional firm as Internal Auditor. The Internal Audit of the Company is regularly carried out to review the internal control systems and processes. The internal Audit Reports along with implementation and recommendations contained therein are periodically reviewed by Audit Committee 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 by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in the future.
Extract of Annual Return
As required by Section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Extract of Annual Return in Form MGT-9 is furnished in Annexure III to this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, Mr. Ashish Gupta (DIN: 00521511) was inducted as an Additional Director (Non Executive, Independent) of the Company w.e.f. July 21, 2017 for a term of five consecutive years to hold office from July 21, 2017 till July 20, 2022. During this tenure, he shall not be liable to retire and seek re-appointment at the AGM.
Mr. Gupta has confirmed his eligibility and willingness to accept the office of Non- Executive Independent Director, if confirmed by the members at the ensuing AGM. In opinion of the Board, Mr. Gupta possesses requisite qualifications and experience which would be useful to your Company and would enable him to contribute effectively to your Company in his capacity.
Directors liable to retire by rotation
In accordance with the provisions of the Act, not less than 2/3rd (Two-third) of the total number of Directors (other than Independent Directors) shall be liable to retire by rotation. Accordingly, pursuant to the Companies Act, 2013 read with Article 119 of the Articles of Association of the Company, Mr. Hitesh Oberoi (DIN: 01189953) is liable to retire by rotation and, being eligible, offers himself for re-appointment.
Declaration by Independent Directors
The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and under the SEBI (LODR), Regulations, 2015.
Familiarization Programme for the Independent Directors
In compliance with the requirements of the Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme are explained in the Corporate Governance Report. The same is also available on the website of the Company and can be accessed by web link http://www.infoedge.in/pdfs/Board-Familiarisation.pdf.
Performance Evaluation of the Board of Directors
Listing Regulations laying down the key functions of the Board, mandates that the Board shall monitor and review the Board Evaluation Process and also stipulates that the Nomination and Remuneration Committee of the Company shall lay down the evaluation criteria for performance evaluation of Independent Directors. Section 134 of the Companies Act, 2013 states that a formal evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Further, schedule IV to the Companies Act, 2013 states that performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.
In accordance with the aforesaid provisions, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees.
Some of the performance indicators based on which the evaluation takes place are- attendance in the meetings and quality of preparation/participation, ability to provide leadership, work as team player. In addition, few criteria for independent directors include commitment to protecting/enhancing interests of all shareholders, contribution in implementation of best governance practices. Performance criteria for Whole-time Directors includes contribution to the growth of the Company, new ideas /planning and compliances with all policies of the Company.
Separate Meeting of Independent Directors
Pursuant to Schedule IV to the Companies Act, 2013 and Listing Regulations, two meetings of Independent Directors were held during the year i.e. on May 29, 2017 and on February 3, 2018, without the attendance of Executive directors and members of Management.
In addition, the Company encourages regular separate meetings of its independent directors to update them on all business-related issues and new initiatives. At such meetings, the executive directors and other members of the Management make presentations on relevant issues.
Key Managerial Personnel
The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed thereunder:
1. Mr. Hitesh Oberoi, Managing Director & CEO.
2. Mr. Chintan Thakkar, Whole-time Director & CFO.
3. Mr. Murlee Manohar Jain, VP- Secretarial & Company Secretary.
4. AUDITORS AND AUDITOR''S REPORT Statutory Auditors
M/s. S.R. Batliboi &Associates LLP, Chartered Accountants (FRN:101049W/E300004), pursuant to yourapproval, were appointed as the Statutory Auditors of the Company in the 22nd Annual General Meeting of the Company for carrying out the audit of the financial statements of the Company for the financial years 2017-18 to 2021-22 subject to ratification by members at every Annual General Meeting.
On the recommendation of the Audit Committee and pursuant to Section 139 read with Section 142 of the Act, the Board recommends for the ratification by the Members, the appointment of M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, from the conclusion of the ensuing AGM till the conclusion of the next AGM i.e. 24th AGM and also recommends for the approval of the members, their remuneration for the financial year 2018-19. Appropriate resolution for the purpose is given in the Notice convening the 23rdAGM of the Company.
The notes on financial statements referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation or adverse remark or disclaimer.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Chandrasekaran & Associates, Company Secretaries as the Secretarial Auditors of the Company to undertake Secretarial Audit of the Company for FY 2018. The Secretarial Audit Report is annexed herewith as Annexure IV.
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.
Internal Auditors
M/s. T.R. Chaddha & Associates, Chartered Accountants perform the duties of internal auditors of the Company and their report is reviewed by the audit committee quarterly.
5. CORPORATE SOCIAL RESPONSIBILITY (CSR)
For your Company, Corporate Social Responsibility (CSR) means the integration of social, environmental and economic concerns in its business operations. CSR involves operating Companyâs business in a manner that meets or exceeds the ethical, legal, commercial and public expectations that society has of businesses. In alignment with vision of the Company, Info Edge, through its CSR initiatives, will continue to enhance value creation in the society through its services, conduct & initiatives, so as to promote sustained growth for the society.
The CSR Committee of the Company helps the Company to frame, monitor and execute the CSR activities of the Company. The Committee defines the parameters and observes them for effective discharge of the social responsibility of your Company. The CSR Policy of your Company outlines the Companyâs philosophy & the mechanism for undertaking socially useful programmes for welfare & sustainable development of the community at large as part of its duties as a responsible corporate citizen. The constitution of the CSR Committee is given in the Corporate Governance Report which forms part of this Annual Report.
The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as Annexure V to this Report.
Business Responsibility Report
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates, the top 500 listed companies by market capitalization, to give Business Responsibility Report (âBR Reportâ) in their Annual Report describing the initiatives taken by the Company from an Environmental, Social and Governance perspective in the format specified by the SEBI. This requirement became applicable w.e.f. April 1, 2016.
The concept of Business Responsibility Report lays down nine (9) core principles which a Listed Company shall follow while undertaking its business operations. In terms of aforesaid Regulations, a separate section on âBusiness Responsibility Reportâ with a detailed compliance report forms part of this Annual Report and is given in Annexure-VI.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The particulars relating to conservation of energy and technology absorption as required to be disclosed under the Act are part of Annexure VII to the Directorsâ report. The particulars regarding foreign exchange earnings and expenditure are furnished below:-
Million]
|
Particulars |
FY2018 |
FY2017 |
|
Foreign exchange earnings |
||
|
Sales |
716.95 |
672.96 |
|
Total inflow |
716.95 |
672.96 |
|
Internet & Server Charges |
55.70 |
57.74 |
|
Advertising and Promotion cost |
121.96 |
54.32 |
|
Travel & conveyance |
2.28 |
1.49 |
|
Foreign Branch Expenses |
164.22 |
145.07 |
|
Others |
14.97 |
14.10 |
|
Total Outflow |
359.13 |
272.72 |
|
Net Foreign exchange inflow |
357.82 |
400.24 |
Green Initiative
The Company has implemented the âGreen Initiativeâ to enable electronic delivery of notice/documents/ annual reports to shareholders. Electronic copies of the Annual Report 2018 and Notice of the 23rd Annual General Meetingare sent to all members whose e-mail addresses are registered with the Company/Depository Participant(s). For members, who have not registered theire-mail addresses, physical copies of the Annual Report 2018 and the Notice of the 23rd Annual General Meeting are sent in permitted mode. Members requiring a physical copy may send a request to the Company Secretary.
The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to section 108 of the Companies Act, 2013 read with relevant rules thereon. The instructions for e-votingare provided in the Notice of the AGM.
In furtherance of the aforesaid principle of âGreen Initiativeâ, the Company has decided to forego the practice of printing financial statements of its subsidiaries as part of the Companyâs Annual Report with a view to help the environment by reducing paper consumption as it results in reduced carbon footprint for the Company. However, the audited financial statements of each of the subsidiaries alongwith relevant Directorsâ Report and Auditorsâ Report thereon are available on our website www.infoedge.in. These documents will also be available for inspection during business hours at our registered office.
6. HUMAN RESOURCES MANAGEMENT
Human resources management at Info Edge goes beyond the set boundaries of compensation, performance reviews and development. Your Company considers people as its biggest assets and ''Believing in Peopleâ is at the heart of its human resource strategy. Your Company has put concerted efforts in talent management and succession planning practices, strong performance management and learning and training initiatives to ensure that your Company consistently develops inspiring, strong and credible leadership. During the year, the focus of your Company was to ensure that young talent is nurtured and mentored consistently, that rewards and recognition are commensurate with performance and that employees have the opportunity to develop and grow. Your Company has established an organization structure that is agile and focused on delivering business results. With regular communication and sustained efforts, it is ensuring that employees are aligned on common objectives and have the right information on business evolution. Your Company strongly believes in fostering a culture of trust and mutual respect in all its employees and seeks to ensure that companyâs values and principles are understood by all and are the reference point in all people matters.
Particulars of Employees
The particulars of employees required under Rule 5(2) of the Companies (Appointment and Remuneration of the Managerial Personnel) Rules, 2014 framed under Companies Act, 2013 forms part of this Report. However, pursuant to provisions of Section 136 of the Companies Act, 2013, the Annual Report excluding the aforesaid information, is being sent to all the members of your Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary of the Company. The same shall also be available for inspection by members at Registered Office of your Company.
Company''s Policy relating to Remuneration for Directors, Key Managerial Personnel and Other Employees
The Companyâs Policy relating to Remuneration for Directors, Key Managerial Personnel and other Employees is given in the Report on Corporate Governance section forming part of this Annual Report.
Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the Financial Year:
|
Name of Director |
Designation |
Remuneration of Director/ KMP for FY2017-18 ('' in million) |
% increase in remuneration in the FY 2017-18 |
Ratio of Remuneration of each Director/ to median remuneration of employees |
|
Mr. Kapil Kapoor |
Non-Executive Chairman |
1.25 |
25.00& |
2.36 |
|
Mr. Arun Duggal |
Non-Executive, Independent Director |
2.23 |
43.87& |
4.22 |
|
Mr. Sanjeev Bikhchandani |
Promoter, Executive Vice-Chairman |
22.53 |
23.18$ |
42.59 |
|
Mr. Hitesh Oberoi |
Promoter, Managing Director & CEO |
23.15 |
27.97$ |
43.76 |
|
Mr. Chintan Thakkar |
Whole Time Director & CFO |
20.62 |
14.43$ |
38.98 |
|
Mr. Saurabh Srivastava |
Non-Executive, Independent Director |
2.78 |
12.10& |
5.26 |
|
Mr. Naresh Gupta |
Non-Executive, Independent Director |
2.23 |
12.63& |
4.22 |
|
Ms. Bala Deshpande |
Non-Executive, Independent Director |
1.65 |
26.92& |
3.12 |
|
Mr. Sharad Malik |
Non-Executive, Independent Director |
2.23 |
36.81 |
4.22 |
|
Mr. Ashish Gupta |
Non-Executive, Independent Director |
0.90 |
N.A.* |
1.70 |
|
Mr. MM Jain |
Company Secretary |
3.60 |
15.38 |
6.81 |
5 The non-executive/independent directors are paid sitting fees & commission on the basis of their attendance at the Board/Committee Meetings. The increase in remuneration of these Directors is on account of increased number of meetings held during the year
$ Remuneration of Mr. Sanjeev Bikhchandani, Mr. Hitesh Oberoi and Mr Chintan Thakkar was revised by the Nomination & Remuneration Committee through resolution by circulation dated March 27, 2018, effective April 1, 2017, in accordance with the authority granted by shareholders in their meeting held on July 25, 2016 (for Mr. Sanjeev Bikhchandani & Mr Hitesh Oberoi} and on July 27, 2015 (for Mr Chintan Thakkar}.
* Mr. Ashish Gupta was appointed as a Director w.e.f. July 21, 2017, therefore comparative figures for the previous year are not available.
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 Company during the financial year is 20.2% as compared to last year.
The number of permanent employees on the rolls of the Company.
4036
Average percentile increase already made in the salaries of the employees other than the Managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in managerial remuneration.
The average increase in salaries of employees other than managerial personnel in 2017-18 was around 12.26%. Percentage increase in the managerial remuneration paid for the year was around 22%.
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 for Directors, Key Managerial Personnel and other Employees.
Employee Stock Option Plan
Our ESOP schemes help us share wealth with our employees and are part of a retention-oriented compensation program. They help us meet the dual objective of motivating key employees and retention while aligning their long term career goals with that of the Company.
ESOP-2007 (Modified In June 2009): This is a SEBI compliant ESOP scheme being used to grant stock based compensation to our Associates since 2007. This was approved by passing a special resolution in the Extraordinary General Meeting (EGM) held in March 2007 which was further amended in June 2009 through approval of shareholders by Postal Ballot by introducing Stock Appreciation Rights (SARs)/ Restricted Stock Units (RSUs) and flexible pricing of ESOP/SAR Grants.
ESOP-2015: This is a new Scheme introduced by the Company to provide equity-based incentives to Employees of the Company i.e. the Options granted under the Scheme may be in the form of ESOPs / SARs / other Share-based form of incentives. The Company shall issue a maximum of 40 lac Options exercisable into equity shares of the Company. The scheme is currently used by the Company to make fresh ESOP/SAR grants.
The applicable Disclosures as stipulated under the SEBI Guidelines as on March 31, 2018 with regard to the Employeesâ Stock Option Scheme (ESOS) are annexed with this report as Annexure VIII.
A certificate from M/s. S.R. Batliboi &Associates LLP, Chartered Accountants (Firm Registration Number: 101049W/ E300004) with regards to the implementation of the Companyâs Employee Stock Option Scheme in line with SEBI (Share Based Employees Benefits) Regulations, 2014 would be placed in the ensuing Annual General Meeting.
The shares to which Companyâs ESOP Schemes relates are held by the Trustees on behalf of Info Edge Employees Stock Option Plan Trust. The individual employees do not have any claim against the shares held by said ESOP Trust unless they are transferred to their respective de-mat accounts upon exercise of options vested in them. Thus, there are no shares in which employees hold beneficial ownership, however the voting rights in respect of which are exercised by someone other than such employees. The ESOP trust did not vote on any resolution moved at the previous annual general meeting.
7. DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013 the Board of Directors confirms that:
a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) the directors have selected such accounting policies and applied them consistently and made judgmentsâ and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for that year;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the Company and that such financial controls are adequate and were operating effectively;
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
g) The Company has complied with the revised Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.
APPRECIATION
Your Companyâs organizational culture upholds professionalism, integrity and continuous improvement across all functions, as well as efficient utilization of the Companyâs resources for sustainable and profitable growth.
Your Directors acknowledge with gratitude and wishes to place on record its appreciation for the dedication and commitment of your Companyâs employees at all levels which has continued to be our major strength. Your Directors also thank the shareholders, investors, customers, visitors to our websites, business partners, bankers and other stakeholders for their confidence in the Company and its management and look forward for their continuous support.
Date: May 30, 2018 For and on behalf of Board of Directors
Place: Noida Kapil Kapoor
Chairman
DIN: 00178966
Mar 31, 2017
Dear Member(s),
The Board of Directors of your Company take pleasure in presenting the Twenty Second Annual Report on the business and operations of the Company together with the audited Standalone & Consolidated Financial Statements and the Auditorâs Report thereon for the financial year ended March 31, 2017
The results of operations for the year under review are given below:
1. RESULTS OF OPERATIONS:
(Rs. in Million)
|
Standalone |
Consolidated |
|||
|
FY2017 |
FY2016 |
FY2017 |
FY2016 |
|
|
1. Net Sales |
8,021.06 |
7,176.07 |
8,876.31 |
7,475.12 |
|
2. Other Income |
625.23 |
785.02 |
828.45 |
4,406.55 |
|
3. Total income (1 2) |
8,646.29 |
7,961.09 |
9,704.76 |
11,881.67 |
|
Expenditure: |
||||
|
a) Network and other charges |
172.58 |
229.70 |
186.02 |
251.11 |
|
b) Employees Cost |
3,751.58 |
3,354.43 |
4,565.52 |
3,823.23 |
|
c) Advertising and Promotion Cost |
880.53 |
1,318.41 |
926.15 |
1,375.34 |
|
d) Depreciation/Amortization |
240.55 |
209.63 |
327.61 |
238.18 |
|
e) Cost of Material Consumed |
- |
- |
117.62 |
- |
|
f) Other Expenditure |
941.47 |
918.21 |
1,309.02 |
1,103.60 |
|
4. Total expenditure |
5,986.71 |
6,030.38 |
7,431.94 |
6,791.46 |
|
5. EBITDA(3-4 3d) |
2,900.13 |
2,140.34 |
2,600.43 |
5,328.39 |
|
6. Finance Cost |
1.00 |
0.77 |
2.33 |
0.87 |
|
7. Profit before tax and exceptional items (3-4-6) |
2,658.58 |
1,929.94 |
2,270.49 |
5,089.34 |
|
8. Exceptional Item |
39.84 |
114.58 |
323.86 |
322.29 |
|
9. Net Profit before tax (7-8) |
2,618.74 |
1,815.36 |
1,946.63 |
4,767.05 |
|
10. Tax Expense |
574.71 |
564.18 |
477.97 |
573.48 |
|
11. Net Profit after tax (9-10) |
2,044.03 |
1,251.18 |
1,468.66 |
4,193.57 |
|
12. Share of Profit/(Loss) Joint Ventures |
N.A. |
N.A. |
(1,895.56) |
(3,015.07) |
|
13. Share of Minority interest in the losses of |
N.A. |
N.A. |
189.48 |
177.17 |
|
Subsidiary Companies |
||||
|
14. Other Comprehensive Income (including share of profit/(loss) of Joint Venture-Net of Tax |
(4.70) |
(8.65) |
(1.14) |
92.00 |
|
15. Total Comprihensive Income (11 12 13 14) |
2,039.33 |
1,242.53 |
(238.56) |
1,447.67 |
Financial Review
Standalone Financial Statements
Your Company adopted, beginning April 1, 2016, Indian Accounting Standards for the first time with a transition date of April 1, 2015. The annual audited standalone financial results for the year have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) prescribed under Section 133 of the Companies Act, 2013 and other recognized accounting practices and policies to the extent applicable. Necessary disclosures as regards to the key impact areas & other adjustments upon transition to Ind-AS reporting have been made under the Notes to Financial Statements.
Your Companyâs revenue from operations reached Rs.8,021.06 million (Rs.8,208.55 million as per IGAAP) during the year under review as against Rs.7,176.07 million (Rs.7,234.76 million as per IGAAP) during the previous financial year, a growth of around 11.8% (13.5% as per IGAAP) year on year. The total income increased by around 8.6% (13.3% as per IGAAP) from Rs.7,961.09 million (Rs.8,062.86 million as per IGAAP) in FY 2016 to Rs.8,646.29 million (Rs.9,138.17 million as per IGAAP) in FY 2017.
The operating expenses remained in line with previous year and stood at Rs.5,746.16 million (Rs.5,531.23 million as per IGAAP) in FY2017 as compared to Rs.5,820.75 million (Rs.5,656.31 million as per IGAAP) in FY2016.
Operating EBIDTA, for the year, recorded an increase of around 68% over previous year and stood at Rs.2,274.90 million (Rs.2,677.32 million as per IGAAP) in comparison with Rs.1,355.32 million (Rs.1,578.45 million as per IGAAP) in FY2016. Profit before tax (PBT) from ordinary activities and after exceptional items is Rs.2,618.74 million (Rs.3,325.55 million as per IGAAP) in FY2017 as against Rs.1,815.36 million (Rs.2,081.57 million as per IGAAP) in FY2016.
Total Comprehensive income, in FY2017, is reported to be Rs.2,039.33 million (Rs.2,660.62 million as per IGAAP) (after exceptional expense of Rs.39.84 million) with an increase of more than 64% over previous year and in comparison to Rs.1,242.53 million (Rs.1,415.80 million as per IGAAP) in FY2016 (after exceptional expense of Rs.114.58 million in FY 2016).
Dividend
Your Company has a consistent & impressive track record of divided payment.
The Board had revised the dividend policy of the Company in its meeting held on March 12, 2016. The revised dividend policy indicates that the Company strives to maintain a dividend pay-out ratio of 15%-40% of standalone profits after tax, which may be modified in light of exceptional circumstances affecting the financials.
In line with its aforesaid Dividend Policy the Board has recommended a Final Dividend of Rs.1.50/- per equity share in its meeting held on May 29, 2017 which will be paid on or after July 27, 2017, subject to approval by the shareholders at the ensuing Annual General Meeting. This is in addition to the two interim dividends at the rate of Rs.1.50/- per equity share declared in the month of October, 2016 and in the month of February, 2017
The total dividend pay-out (excluding Dividend Distribution tax) during the current year is Rs.363.50 million as against Rs.362.55 million for the previous year. The amount of Dividend Distribution Tax paid/provided by the Company for the year is Rs.74 million as compared to Rs.73.62 million during the previous financial year.
The Register of Members and Share Transfer Books of the Company shall remain closed from July 15, 2017 to July 21, 2017 for the purpose of payment of final dividend for the financial year ended March 31, 2017, and the Annual General Meeting. The Annual General Meeting is scheduled to be held on July 21, 2017
Transfer to Reserves
The Company did not transfer any amount to reserves during the year.
Share Capital
During the year under review, the Company issued & allotted 3,00,000 equity shares, from time to time, to info Edge Employees Stock Option Plan Trust. Pursuant to the above allotment, the issued & paid-up equity share capital of the Company increased to & stood, as on March 31, 2017, at Rs.1,212,161,590 divided into 121,216,159 equity shares of Rs.10/- each.
The fresh shares allotted as aforesaid have been duly listed on the Stock Exchanges.
Listing of Shares
The Companyâs shares are listed on BSE Ltd. (BSE) & National Stock Exchange of india Ltd. (NSE) with effect from November 21, 2006, post its initial public offering (iPO). The annual listing fees for the financial year 2017-18 to BSE and NSE has been paid.
Fixed Deposits
During the year under review, your Company has not invited or accepted any deposits from the public/members pursuant to the provisions of Sections 73 and 76 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.
2. OPERATIONS REVIEW
The Company considers its business segments as the primary segments to monitor the performance of each of its business segments on regular basis with effect from quarter ended June 30, 2015 and therefore these have been considered as reportable segments under ind-AS 108 on Segment Reporting. The reportable Segments represent âRecruitment Solutionsâ and â99acresâ and the âOthersâ segment which comprises Jeevansathi and
Shiksha service verticals since they individually do not meet the qualifying criteria for reportable segment as per the said Accounting Standard. The financial numbers given below for each of the business segments are as per ind - AS.
Recruitment Solutions
The recruitment solutions business is built around naukri.com and comprises the www.naukri.com, www.quadrangle. com, www.naukrigulf.com,www.firstnaukri.com, and Fast Forward- Candidate services.
Recruitment solutions, which is the Companyâs core business continued to deliver strong results in terms of growth in revenues and profits with the flagship portal of the Company naukri.com, continuing to remain the primary source of revenue and cash generation for the Company.
Naukri.com has two major sources of revenue: (i) from recruiters, which accounts for around 90% of revenues. The different elements include job listing/response management; employer branding/visibility, and others, such as resume short listing and screening, career site management and campus recruitment, and non-recruitment advertising other than for jobs; and (ii) from job seekers, which relate to all job seeker advisory services.
During the year under review recruitment solutions grew by 12.5% from Rs.5,289.91 million in FY 2016 to Rs.5,953.43 million in FY 2017. Operating EBiTDA from recruitment solutions in FY 2017 was Rs.3,213.51 million.
99acres
99acres.com derives its revenues from property listings, buildersâ and brokersâ branding and visibility through microsites, home page links and banners servicing real estate developers, builders and brokers.
With a share of around 50% of traffic, 99acres is the clear leader amongst major players in the market. While the Company has established leadership in traffic share, the business environment still continues to be difficult. in fact, the Real Estate market remains sluggish and demand for new homes remains to be weak as also the unfinished projects and inventory overhang continues.
During the year under review, real estate business grew by 4% from Rs.1,082.53 million in FY2016 to Rs.1,122.24 million in FY2017. Operating EBiTDA loss from real estate business stood at Rs.597.15 million in FY 2017 largely on account of additional investments in people.
Others
Your Company also provides matrimonial and education based classifieds and related services through its portals jeevansathi.com and shiksha.com respectively. The other business verticals of the Company have been gaining traction for some time.
While jeevansathi offers a platform for free listing, searching and expressing interest for marriage, its revenues are generated from payments to get contact information and certain value added services. Jeevansathi has two pronged strategic focus. On the one hand, it is to cover specific communities to grow revenues. On the other hand, emphasis is being laid to convert the community already on the site to increase their use of paid services. in addition, the Company has made a lot of effort in creating a world class experience for users on the mobile platform through its mobile site and app.
Within the online education classifieds space, shiksha has been strategically positioned as a website which helps students decide undergraduate and post graduate options, by providing useful information on careers, exams, colleges and courses. The business model focuses on providing a platform for branding and advertising solution for colleges and universities (UG, PG, post PG) where both indian and foreign entities advertise. Revenues are also generated through lead generation for institutions in terms of potential student or applicants details bought by colleges and their agents.
With revenues from these other verticals increasing by 18%, their combined contribution to the companyâs net sales was 12% in FY2017. Jeevansathi.com grew by 21.9% & Shiksha.com grew by 11.4%. The Company would continue to invest more to scale up these businesses.
Detailed analysis of the performance of the Company and its businesses has been presented in the section on Management Discussion and Analysis Report forming part of this Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements have been prepared in accordance with the Companies (indian Accounting Standards) Rules, 2015 (ind AS) prescribed under Section 133 of the Companies Act, 2013 and other recognised accounting practices and policies to the extent applicable.
The consolidated financial statements have been prepared on the basis of the audited financial statements of the Company, its subsidiaries and associate companies, as approved by their respective Board of Directors. However, for the purpose of consolidation of financial statements of the Company as regards the investment in Kinobeo Software Pvt. Ltd., unaudited financial statements have been considered.
Your Company, on a consolidated basis, achieved net sales of Rs.8,876.31 million during the year under review as against Rs.7,475.12 million during the previous financial year, a growth of more than 19% year on year. The total income for the year is Rs.9,704.76 million as compared to Rs.11,881.67 million in FY2016.
Operating EBIDTA, for the year, stood at Rs.1,771.98 million in comparison with Rs.921.84 million in FY2016. Total Comprehensive Income, in FY2017, is reported to be Rs.238.56 million loss in comparison to Rs.1,447 million in FY 2016.
Details of Subsidiaries/Joint Venture (Associate) Companies
As on March 31, 2017 we have 11 subsidiaries. During the year, the Board of Directors reviewed the affairs of the subsidiaries. A statement containing the salient features of the financial statement of our subsidiaries/joint venture companies in the prescribed format AOC-I is given as annexure-I to this report. The statement also provides the details of performance and financial positions of each of the subsidiaries.
The developments in the operations/performance of each of the subsidiaries & associates included in the consolidated financial statement are presented below:
Naukri Internet Services Ltd. (NISL), had net revenue of Rs.100 thousand during the year, similar to the Rs.100 thousand revenue during the previous financial year. The total loss of NISL is Rs.44,566 thousand in FY2017 as compared to Rs.50,994 thousand in FY2016.
NISL holds 702% of the paid-up share capital of Zomato Media Private Limited on fully converted & diluted basis, with voting rights.
Jeevansathi Internet Services Pvt. Ltd. (JISPL), owns & holds the domain names & related trademarks of the Company. During the year under review, it had net revenue of Rs.100 thousand, similar to the Rs.100 thousand revenue during the previous financial year. The total income stood at Rs.109 thousand in FY 2017 as against Rs.101 thousand in FY 2016.
Allcheckdeals India Pvt. Ltd. (ACD), provides brokerage services in the real estate sector in India. During the year under review, it achieved net revenue of Rs.5,221 thousand as against Rs.13,482 thousand during the previous financial year. The total income is Rs.11,540 thousand in FY 2017 as compared to Rs.37,775 thousand in FY 2016.
During the year under review, ACD allotted 0.0001%, 4,55,000 Compulsory Convertible Debentures of Rs.100/- each (CCDs), aggregating to Rs.45.50 million to the Company. It also allotted 2,53,550 CCDs to Smartweb Internet Services Ltd. upon conversion of loan, including interest thereon, extended by Smartweb to ACD during the year.
ACD during the year, acquired a Company i.e., NewInc Internet Services Pvt. Ltd. (NewInc) as its wholly-owned subsidiary, by acquiring its entire equity share capital at face value. The Company further invested in NewInc by subscribing to 2,48,000, 0.0001% Compulsory Convertible Debentures (CCDs) of Rs.100 each aggregating to Rs.24.80 million.
The Company through ACD, subscribed to 175 equity shares and 23,00,319 0.01%, optionally convertible cumulative redeemable preference shares of Ideaclicks Infolabs Pvt. Ltd. (Zippserv) for an aggregate consideration of about Rs.24.35 million during the year under review.
MakeSense Technologies Ltd., (MTL), had no revenue during the year, similar to the previous financial year. The total income of MTL is Rs.494 thousand in FY2017 as compared to NIL in FY2016.
During the year under review, MTL, pursuant to Investment-cum-Shareholders Agreement dated September 23, 2015 entered into amongst the MTL, MacRitchie Investments Pte. Ltd. and the Company, converted 4,99,900 fully paid-up Compulsory Convertible Preference Shares (âCCPSâ) of Rs.100 each aggregating to Rs.4,99,90,000/- held by M/s. MacRitchie Investments Pte. Ltd. into 4,99,900 Equity Shares of Rs.10 each aggregating to Rs.49,99,000.
The Company continues to own 50.01% of MTL while MTL holds about 19.65% in Etechaces Marketing & Consulting Pvt. Ltd. (Policybazaar).
Interactive Visual Solutions Pvt. Ltd., is the owner of a proprietary software which enables a high quality virtual video/3D image of a proposed or existing real estate development to be viewed online by customers.
During the year under review, the total income of the company is Rs.38 thousand only as compared to Rs.1 thousand in FY 2016.
During the year, the Authorised Share Capital of the company was increased from Rs.1,00,000 consisting of 10,000 equity shares of Rs.10/- each to Rs.10,00,000 consisting of 10,000 equity shares of Rs.10/- each and 9,000 Preference Shares of Rs.100/- each.
Interactive also allotted 1,37,281, 0.0001% Compulsory Convertible Debentures of Rs.100 each (CCDs) to ACD and 11,004 CCDs to the Company, on conversion of loan outstanding from ACD and the Company.
NewInc Internet Services Pvt. Ltd. (NewInc), was acquired by ACD on January 5, 2017 During the period under review Newinc acquired land measuring 4,992 square meters (53,713 square feet) from the Company at an acquisition cost of Rs.297.27 million. Necessary funds for the purpose were mobilized by issuing 2,48,000, 0.0001% Compulsory Convertible Debentures (CCDs) of Rs.100 each aggregating to Rs.24.80 million to ACD and balance is payable.
Startup Investments (Holding) Ltd., (SIHL) is a holding and investment company. During the year, SiHL made following investments by way of purchase of shares:
- 4,00,000 preference shares of Rs.100 each in VCare Technologies Pvt. Ltd. for consideration of about Rs.40 million.
- 39,998,395 preference shares of Re. 1 each in Unnati Online Pvt. Ltd. for consideration of about Rs.40 million.
- 1868 preference shares of Rs.10 each in Happily Unmarried Marketing Pvt. Ltd. for a consideration of about Rs.50 million.
- 1,554,841 preference shares in Canvera Digital Technologies Pvt. Ltd. for a consideration of about Rs.173.33 million.
- 6,00,000 Compulsorily Convertible Debentures (CCDs) in Green Leaves Consumer Services Pvt. Ltd. for a consideration of about Rs.60 million.
Additionally, the Company transferred the following investments held by it to SIHL, during the year:
- Remaining shareholding (73,150 preference shares) held by the Company in Kinobeo Software Pvt. Ltd. at cost of acquisition of about Rs.135 million.
- Entire shareholding (6,000,000 preference shares) held by the Company in Mint Bird Technologies Pvt. Ltd. at cost of acquisition of about Rs.60 million.
- Entire shareholding (743,808 preference shares) held by the Company in Rare Media Company Pvt. Ltd. at the cost of acquisition of about Rs.74.38 million.
It had the total income of Rs.149,904 thousand in FY2017 as compared to Rs.171,186 thousand in FY2016.
Smartweb Internet Services Ltd.(SMISL) a Company incorporated for the purpose of carrying on the business of providing all kinds of internet services, extended a loan for an amount of Rs.10 million to Happily Unmarried Marketing Pvt. Ltd., during the year.
The Company had also extended loan of Rs.25 million to ACD, which was converted into CCDs as elaborated earlier.
It had the total income of Rs.22,759 thousand in FY2017 as compared to loss of Rs.22,171 thousand in FY2016.
Startup Internet Services Ltd., (SISL) is a wholly owned subsidiary of the Company, for the purpose of providing all kinds and types of internet services. it had the total income of Rs.132 thousand in FY2017 as compared to NIL in FY2016.
INVESTEE COMPANIES
Your Company has following continuing external strategic investments:
All holding percentages in the investee companies given below are computed on fully converted and diluted basis. The percentage holding are held directly or indirectly through its subsidiaries. it may be noted that the economic interest in these investee companies may or may not be equal to the percentage shareholding on account of the terms of the agreements with them.
Zomato Media Pvt. Ltd.
Zomato Media Pvt. Ltd. owns & operates the website, www.zomato.com. it generates revenue from advertisements of restaurants and lead sales. The aggregate investment in Zomato is about Rs.4,838 million. During the year Zomato came out with a Bonus issue of shares, accordingly as at the end of the financial year, the percentage of paid-up share capital held by the Company including that of its wholly owned subsidiary stood at about 46.11% on a fully diluted and converted basis, with voting rights.
During the year under review, Zomato achieved, on consolidated basis, net sales of Rs.3,322.72 million as against Rs.1,839.47 million during the previous financial year. The total income increased by 94% from Rs.2,062.18 million in FY 2016 to Rs.3,993.51 million in FY 2017.
Applect Learning Systems Pvt. Ltd.
Applect owns & operates a website with the name www.meritnation.com which is delivering kindergarten to Class 12 (K-12) study material. The company has an experienced team that specializes in content development and assessment modules in the education space. Your Company has invested an aggregate amount of Rs.1,205 million including a loan of Rs.237 million. The Company holds around 59% stake, on fully diluted & converted basis, in Applect.
During the year under review, it achieved net sales of Rs.363 million as against Rs.287 million during the previous financial year. The total income increased by 26% from Rs.298 million in FY 2016 to Rs.374 million in FY 2017.
Applect falls in the category of a Subsidiary Company of the Company.
Etechaces Marketing & Consulting Pvt. Ltd.
Etechaces operates through website, www.policybazaar.com which helps customers understand their need for insurance and other financial products to select products/schemes accordingly, that best suit their requirements. Your Company had invested an aggregate amount of Rs.325 million in Etechaces.
During the year the Company had transferred its balance shareholding in Etechaces to one of its wholly owned subsidiary viz. Makesense Technologies Ltd. (âMTLâ) during the previous financial year. Accordingly, the Company continues to own 50.01% of MTL while MTL holds about 19.65% in Etechaces Marketing & Consulting Pvt. Ltd.
Kinobeo Software Pvt. Ltd.
Your Company has invested an aggregate amount of Rs.270 million in www.mydala.com for a 42% stake. This is a website offering discount offers and deals with a focus on the mobile application space. Revenues are generated from merchant commissions and fees from telecom Operators.
During the year, the Company transferred 73,150 preference shares in Kinobeo Software Pvt. Ltd. for a consideration of about Rs.135 million to its wholly owned subsidiary i.e. Startup investments (Holding) Ltd.
Canvera Digital Technologies Pvt. Ltd.
The website www.canvera.com is owned & operated by this company. The website is operational since 2008 and offers solutions to professional photographers. Revenues are generated primarily from sale of printed photo books.
Your Company had invested an aggregate amount of Rs.1074 million in Canvera for a 57.46% stake, out of which Rs.787 million had been booked as loss on account of diminution in value/provision for impairment. The additional investments were made through its wholly owned subsidiary viz. Startup investments (Holding) Ltd.
Canvera also falls in the category of a subsidiary company of the Company.
Happily Unmarried Marketing Pvt. Ltd.
Company has invested an amount of Rs.223 million including a loan of Rs.10 million in www.happilyunmarried.com. The Company holds around 48% stake in it. This business generates revenues from design and sale of fun creative products as also a menâs grooming range (âUstraâ) and has a large addressable market.
Mint Bird Technologies Pvt. Ltd.
Company has invested an amount of Rs.60 million in www.vacationlabs.com for 26% stake. Vacation Labs is developing a software tool for tour & activity operators which apart from automating the online reservations & payments system also provides entire back office operations.
During the year, the Company transferred its investment in 6,000,000 preference shares in Mint Bird Technologies Pvt. Ltd. for a consideration of about Rs.60 million to its wholly owned subsidiary i.e. Startup investments (Holding) Ltd.
Green Leaves Consumer Services Pvt. Ltd.
Company has invested an amount of Rs.124 million in www.bigstylist.com for 39% stake. Bigstylist is an on-demand marketplace for beauty professionals, which gives access to the network of certified beauty professionals in oneâs neighbourhood. The Company invested in bigstylist through its wholly owned subsidiary, Startup Investments (Holding) Ltd.
Rare Media Company Pvt. Ltd.
Company has invested an amount of Rs.74 million in www.bluedolph.in for 35% stake. It is a service offering Secure location tracking and workflow management of mobile employees. The service is delivered by means of the âBlue Dolphinâ application, which is pre-installed on smartphones running the Android Operating System, and the Blue Dolphin Portal, which is an access controlled web portal. Further, said investment was transferred by the Company, during the year, to its wholly owned subsidiary i.e. Startup Investments (Holding) Ltd.
VCare Technologies Pvt. Ltd.
Vcare Technologies Pvt. Ltd. (Dirolabs) is a phonebook management company with features like allowing users to create a group phone books which can be shared with friends and family, creation of private phone books where only key members on the group will have rights to edit, removing duplicate accounts.
During the year, the Company acquired 400,000 Preference Shares in VCare Technologies Pvt. Ltd. for a consideration of about Rs.40 million for around 15% stake, on fully diluted & converted basis.
Unnati Online Pvt. Ltd.
Unnati Online Pvt. Ltd. is an internet company, which runs a website by the name of www.unnatihelpers.com and is in the business of providing a technology enabled employment exchange for enabling hiring of informal sector workers through its web portal. The Company has invested an aggregate amount of Rs.40 million in www.unnatihelpers.com for 29% stake.
Ideaclicks Infolabs Private Limited
The Company has invested an aggregate amount of Rs.24 million in www.zippserv.com for 28% stake. Zippserv is an online platform which provides risk assessment for safeguarding real estate investments, including legal & civil engineering due-diligence, fraud & forgery detection and technology to ascertain encroachments & city planning violations.
The aforesaid Investee Companies achieved an aggregate revenue of Rs.6,643.78 million as against Rs.4,744.09 million during the previous financial year. The aggregate operating EBITDA level loss was Rs.2,624.76 million as compared to Rs.6,819.18 million during the previous financial year.
The above companies are treated as âAssociate Companies/Joint Ventureâ except where mentioned specifically in our Consolidated Financial Statements as per the Accounting Standards issued by the Institute of Chartered Accountants of India and notified by the Ministry of Corporate Affairs.
Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, the Consolidated Financial Statements along with all relevant documents and the Auditorsâ Report thereon form part of this Annual Report. Further, the audited financial statements of each of the subsidiaries alongwith relevant Directorsâ Report and Auditorsâ Report thereon are available on our website www.infoedge.in. These documents will also be available for inspection during business hours at our registered office.
Particulars of Loans, Guarantees or Investments
During the FY2017, your Company invested, directly or indirectly, about Rs.617 million into the Investee companies.
Particulars of Contracts or Arrangements with Related Parties
As per the provisions of the Act and the Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Companyâs website at http://infoedge.in/pdfs/Related-Party-Transaction-Policy. pdf.
The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.
This Policy specifically deals with the review and approval of Material Related Party transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is also obtained for related party transactions on an annual basis for transactions which are of repetitive nature and/ or entered in the ordinary course of business and at armâs length basis. The Company has not entered into any material related party transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statements.
The particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed Form AOC-2 are given in Annexure ii.
Material Changes and Commitments
There have been no material changes affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date of the Report.
As required under section 134(3) of the Act, the Board of Directors inform the members that during the financial year, there have been no material changes, except as disclosed elsewhere in report:
- In the nature of Companyâs business;
- In the Companyâs subsidiaries or in the nature of business carried out by them, and
- In the classes of business in which the Company has an interest.
Future Outlook
The digital economy in india has come of age and for entrenched players like info Edge there are several opportunities for growth. Deeper internet penetration and enhanced broadband usage continued to show strong secular growth trends. Therefore, the potential for growth of internet enabled businesses is immense. indiaâs internet base is expanding at an increasing rate which is expected to continue in the near future.
Having established a leadership position in its main business domains, your company continues to lay emphasis on promoting innovation and makes investments in branding, people, product development and processes to maintain its leadership position and defend markets. info Edge focuses on building businesses that have defensibility, sustainable competitive advantage, and an ability to make healthy profits in the long term. With the positive sentiments in the macro-economic space in india, the job market remained upward in FY2017 The Companyâs investments specifically in product development will continue to help maintain and strengthen its leadership position. With market hysteria dying down in the online real estate space, investment requirements into 99acres.com, especially from a marketing perspective are expected to reduce. By continuing to invest in various areas like verified listings, better user interface and designs, improving products and features on the site, the mobile platform, the platform for new projects, and analytics, 99acres is expected to firmly continue its leadership position in the market. This can be effectively leveraged once the real estate market in india picks up. Jeevansathi and shiksha have also gained some traction. Shiksha is going through its normal course of evolution in a steady manner and establishing several touchpoints that can be effectively monetised and scaled up in the future. At jeevansathi, too, this year we made some marketing spends and revitalised the brand. We continue to emphasize on building this as a product that addresses niche needs of specific regional communities in india.
Amongst the investee companies, cash burn has reduced significantly at zomato while revenues are picking up. This will realign the business model toward better performance on fundamental parameters. Overall, the Company is expected to deliver good growth in revenues across brands, profitability of the brands are expected to improve, but at the aggregate level the Company will have to keep on investing in products and people to maintain leadership in a market, which is fast getting exposed/prone to competition.
3. corporate governance
Your Company always places a major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an Organizationâs corporate governance philosophy is directly linked to high performance. The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in creation of value for all its stakeholders.
In terms of Regulation 34 of the SEBI (LODR) Regulations, a separate section on âCorporate Governanceâ with a detailed compliance report on corporate governance and a certificate from M/s. Chandrasekran & Associates Company Secretaries, Secretarial Auditors of the Company regarding compliance of the conditions of Corporate Governance, forms part of this Annual Report. The report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013.
Management Discussion & Analysis
The Management Discussion & Analysis Report for the year under review as stipulated under Listing Regulations with the Stock Exchanges in india is presented in a separate section forming part of this Annual Report.
Number of Meetings of the Board of Directors
The Board of Directors of the Company met 6 (six) times during the year under review. in addition to this, two meetings of independent Directors were also held. The details of the meetings of the Board including that of its Committees and independent Directorsâ meeting are given in the Report on Corporate Governance section forming part of this Annual Report.
Composition of Audit Committee
During the year, all recommendations of Audit Committee were accepted by the Board.
The details of the composition, powers, functions, meetings of the Committee held during the year are given in the Report on Corporate Governance section forming part of this Annual Report.
Establishment of the Vigil Mechanism
The Company has formulated an effective Whistle Blower Mechanism and a policy that lays down the process for raising concerns about unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct or Ethics Policy. The Company has appointed M/s. Thought Arbitrage Consulting, as an independent External Ombudsman. This policy is further explained under Corporate Governance section, forming part of this Report and the full text of the Policy is available on the website of the Company at www.infoedge.in
Your Company hereby affirms that no Director/employee have been denied access to the Chairman of the Audit Committee. There was one complaint received through the said mechanism which does not pertain to the nature of complaints sought to be addressed through this platform. However, the Company has taken cognizance of the matter and is investigating it further.
Risk Management Policy
The Company has an effective risk management procedure, which is governed at the highest level by the Board of Directors, covering the process of identifying, assessing, mitigating, reporting and review of critical risks impacting the achievement of Companyâs objectives or threaten its existence.
To further strengthen & streamline the procedures about risk assessment and minimization procedures, the Board of Directors constituted a Board level Risk Management Committee (RMC). The details on Risk Management plan of the Company are given in the Report on Corporate Governance section forming part of this Annual Report.
Internal Financial Controls
Your Company has put in place adequate internal financial controls with reference to the financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.
The Company has also put in place adequate systems of internal Control to ensure compliance with policies and procedures which is commensurate with size, scale and complexity of its operations. The Company has appointed an external professional firm as internal Auditor. The internal Audit of the Company is regularly carried out to review the internal control systems and processes. The internal Audit Reports along with implementation and recommendations contained therein are periodically reviewed by Audit Committee 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 by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in the future.
Extract of Annual Return
As required by Section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Extract of Annual Return in Form MGT-9 is furnished in Annexure iii to this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
There were no changes in the composition of the Board during the year under review.
Directors liable to retire by rotation
in accordance with the provisions of the Act, not less than 2/3rd (Two-third) of the total number of Directors (other than independent Directors) shall be liable to retire by rotation. Accordingly, pursuant to the Companies Act, 2013 read with Article 119 of the Articles of Association of the Company, Mr. Chintan Thakkar (DIN 00678173) is liable to retire by rotation and, being eligible, offers himself for re-appointment.
Declaration by Independent Directors
The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and under the SEBI (LODR), Regulations, 2015.
Familiarization Programme for the Independent Directors
In compliance with the requirements of the Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme are explained in the Corporate Governance Report. The same is also available on the website of the Company and can be accessed by web link Infoedge.in/ir-corporate-governance-ac. asp#A11.
Performance Evaluation of the Board of Directors
Listing Regulations laying down the key functions of the Board mandates that the Board shall monitor and review the Board Evaluation Process and also stipulates that the Nomination and Remuneration Committee of the Company shall lay down the evaluation criteria for performance evaluation of Independent Directors. Section 134 of the Companies Act, 2013 states that a formal evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Further, schedule IV to the Companies Act, 2013 states that performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.
In accordance with the aforesaid provisions, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees.
Some of the performance indicators based on which the evaluation takes place are-attendance in the meetings and quality of preparation/participation, ability to provide leadership, work as team player. In addition, few criteria for independent directors include commitment to protecting/enhancing interests of all shareholders, contribution in implementation of best governance practices. Performance criteria for Whole-time Directors includes contribution to the growth of the Company, New ideas /planning and compliances with all policies of the Company.
Separate Meeting of Independent Directors
Pursuant to Schedule IV to the Companies Act, 2013 and Listing Regulations, two meetings of Independent Directors were held during the year i.e. on May 25, 2016 and on December 19, 2016, without the attendance of Executive directors and members of Management.
In addition, the Company encourages regular separate meetings of its independent directors to update them on all business-related issues and new initiatives. At such meetings, the executive directors and other members of the Management make presentations on relevant issues.
Key Managerial Personnel
The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed thereunder:
1.Mr. Hitesh Oberoi, Managing Director & CEO.
2. Mr. Chintan Thakkar, Whole-time Director & CFO.
3. Mr. Murlee Manohar Jain, VP- Secretarial & Company Secretary.
4. AUDITORS AND AUDITORâS
Statutory Auditors
M/s. Price Waterhouse & Co Bangalore LLP (FRN-007567S/S-200012), Chartered Accountants hold office until the conclusion of forthcoming Annual General Meeting.
As provided under Section 139 of the Companies Act, 2013, M/s. Price Waterhouse & Co. Bangalore LLP has already served for more than 10 years as the Statutory Auditors of the Company and cannot be re-appointed as the Statutory Auditors of the Company.
in accordance with the aforesaid Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors] Rules, 2014, Audit Committee of the Company, has recommended the appointment of M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, as Statutory Auditors of the Company to the Board, which is a member firm in india of Ernst & Young Ltd. (EYG). The Board further recommends their appointment as Statutory auditors of the Company for carrying out the audit of the financial statements of the Company for the financial years 2017-18 to 2021-22 to the shareholders for approval in the ensuing AGM. Pursuant to first Proviso to Section 139, the said appointment, if approved by shareholders, shall be placed for ratification at every Annual General Meeting.
M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, have furnished a certificate of their eligibility as per Section 141 of the Companies Act, 2013 and have provided their consent for appointment as Statutory Auditors of the Company.
The notes on financial statements referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation or adverse remark.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Chandrasekaran & Associates, Company Secretaries as the Secretarial Auditors of the Company to undertake Secretarial Audit of the Company for FY2017 The Secretarial Audit Report is annexed herewith as Annexure iV.
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
Internal Auditors
M/s. T.R. Chaddha & Associates, Chartered Accountants perform the duties of internal auditors of the Company and their report is reviewed by the audit committee quarterly.
5. CORPORATE SOCIAL RESPONSIBILITY (CSR)
For your Company, Corporate Social Responsibility (CSR) means the integration of social, environmental and economic concerns in its business operations. CSR involves operating Companyâs business in a manner that meets or exceeds the ethical, legal, commercial and public expectations that society has of businesses. in alignment with vision of the Company, info Edge, through its CSR initiatives, will continue to enhance value creation in the society through its services, conduct & initiatives, so as to promote sustained growth for the society.
The CSR Committee of the Company helps the Company to frame, monitor and execute the CSR activities of the Company. The Committee defines the parameters and observes them for effective discharge of the social responsibility of your Company. The CSR Policy of your Company outlines the Companyâs philosophy & the mechanism for undertaking socially useful programmes for welfare & sustainable development of the community at large as part of its duties as a responsible corporate citizen. The constitution of the CSR Committee is given in the Corporate Governance Report which forms part of this Annual Report.
The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as Annexure V to this Report.
Business Responsibility Report
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates, the top 500 listed companies by market capitalisation, to give Buisness Responsibility Report (âBR Reportâ) in their Annual Report describing the initiatives taken by the Company from an Environmental, Social and Governance perspective in the format specified by the SEBi. This requirement became applicable w.e.f. April 1, 2016.
The concept of Business Responsibility Report lays down nine (9) core principles which a Listed Company shall follow while undertaking its business operations. in terms of aforesaid Regulations, a separate section on âBusiness Responsibility Reportâ with a detailed compliance report forms part of this Annual Report and is given in Annexure-Vi.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The particulars relating to conservation of energy and technology absorption as required to be disclosed under the Act are part of Annexure Vii to the Directorsâ report. The particulars regarding foreign exchange earnings and expenditure are furnished below:-
(Rs. Million)
|
Particulars |
FY2017 |
FY2016 |
|
Foreign exchange earnings |
||
|
Sales |
672.96 |
653.01 |
|
Total inflow |
672.96 |
653.01 |
|
Internet & Server Charges |
57.74 |
149.87 |
|
Advertising and Promotion cost |
54.32 |
79.83 |
|
Travel & conveyance |
1.49 |
1.75 |
|
Foreign Branch Expenses |
145.07 |
117.86 |
|
Others |
14.10 |
10.33 |
|
Total Outflow |
272.72 |
359.64 |
|
Net Foreign exchange inflow |
400.24 |
293.37 |
Green Initiative
The Company has implemented the âGreen initiativeâ to enable electronic delivery of notice/documents/ annual reports to shareholders. Electronic copies of the Annual Report 2017 and notice of the 22nd Annual General Meeting are sent to all members whose e-mail addresses are registered with the Company/Depository Participant(s). For members, who have not registered their e-mail addresses, physical copies of the Annual Report 2017 and the Notice of the 22nd Annual General Meeting are sent in permitted mode. Members requiring a physical copy may send a request to the Company Secretary.
The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to section 108 of the Companies Act, 2013 read with relevant rules thereon. The instructions for e-voting are provided in the Notice of the AGM.
in furtherance of the aforesaid principle of âGreen initiativeâ, the Company has decided to forego the practice of printing financial statements of its subsidiaries as part of the Companyâs Annual Report with a view to help the environment by reducing paper consumption as it results in reduced carbon footprint for the Company. However, the audited financial statements of each of the subsidiaries alongwith relevant Directorsâ Report and Auditorsâ Report thereon are available on our website www.infoedge.in. These documents will also be available for inspection during business hours at our registered office.
6. HUMAN RESOURCES MANAGEMENT
Human resources management at info Edge goes beyond the set boundaries of compensation, performance reviews and development. We look at the employeeâs entire lifecycle, to ensure timely interventions that help build a long-lasting and fruitful career. The Companyâs HR practices are aimed at finding a balance between optimizing the resources and investing in the value added activities. The Company conducted several employee engagement initiatives such as Holistic Healing and Stress management which observed encouraging participation.
Particulars of Employees
The particulars of employees required under Rule 5(2) of the Companies (Appointment and Remuneration of the Managerial Personnel) Rules, 2014 framed under Companies Act, 2013 forms part of this Report. However, pursuant to provisions of Section 136 of the Companies Act, 2013, the Annual Report excluding the aforesaid information, is being sent to all the Members of your Company and others entitled thereto. Any Member interested in obtaining such particulars may write to the Company Secretary of the Company. The same shall also be available for inspection by members at Registered Office of your Company.
Companyâs Policy relating to Remuneration for Directors, Key Managerial Personnel and Other Employees
The Companyâs Policy relating to Remuneration for Directors, Key Managerial Personnel and other Employees is given in the Report on Corporate Governance section forming part of this Annual Report.
MANAGERIAL REMUNERATION
Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the Financial Year:
|
Name of Director |
Designation |
Remuneration of Director/ KMP for FY2016-17 (Rs. in million) |
% increase in remuneration in the FY 2016-17 |
Ratio of Remuneration of each Director/ to median remuneration of employees |
|
Mr. Kapil Kapoor |
Non-Executive Chairman |
1.00 |
42.86%& |
2.27 |
|
Mr. Arun Duggal |
Non-Executive, Independent Director |
1.55 |
(11.43)%& |
3.52 |
|
Mr. Sanjeev Bikhchandani |
Promoter, Executive Vice-Chairman |
18.29 |
0.88% |
41.57 |
|
Mr. Hitesh Oberoi |
Promoter, Managing Director & CEO |
18.09 |
(0.77)% |
41.11 |
|
Mr. Chintan Thakkar |
Whole Time Director & CFO |
18.02 |
14.70%$ |
40.95 |
|
Mr. Saurabh Srivastava |
Non-Executive, Independent Director |
2.48 |
60.00% & |
5.64 |
|
Mr. Naresh Gupta |
Non-Executive, Independent Director |
1.98 |
13.14%& |
4.50 |
|
Ms. Bala Deshpande |
Non-Executive, Independent Director |
1.30 |
(7.14)%& |
2.95 |
|
Mr. Sharad Malik |
Non-Executive, Independent Director |
1.63 |
12.41% |
3.70 |
|
Mr. MM Jain |
Company Secretary |
2.93 |
25.21% |
6.66 |
& The non-executive/independent directors are paid sitting fees & commission basis their attendance at the Board/Committee Meetings. The variation in their remuneration is on account of increase in the amount of sitting fee/commission payable to them pursuant to the approval of the Board of Directors in its meeting held on May 25, 2016 within the overall limits approved by the Shareholders in their meeting held on July 25, 2016 within the permissible limits under the Companies Act, 201:3.
$ Mr. Chintan Thakkars remuneration was revised by the Board, on the recommendation of the Nomination & Remuneration Committee, in its meeting held on January 30, 2017 effective April 1, 2016, in accordance with the authority granted by shareholders in their meeting held on July 27, 2015.
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 Company during the financial year is 26.5% as compared to last year.
The number of permanent employees on the rolls of the Company.
3892
Average percentile increase already made in the salaries of the employees other than the Managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in managerial remuneration.
The average increase in salaries of employees other than managerial personnel in 2016-17 was around 10%. Percentage increase in the managerial remuneration paid for the year was 4.47%.
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 for Directors, Key Managerial Personnel and other Employees.
Employee Stock Option Plan
Our ESOP schemes help us share wealth with our employees and are part of a retention oriented compensation program. They help us meet the dual objective of motivating key employees and retention while aligning their long term career goals with that of the Company.
ESOP-2007 (Modified In June 2009): This is a SEBI compliant ESOP scheme being used to grant stock based compensation to our Associates since 2007 This was approved by passing a special resolution in the Extra-ordinary General Meeting (EGM) held in March 2007 which was further amended in June 2009 through approval of shareholders by Postal Ballot by introducing Stock Appreciation Rights (SARs)/ Restricted Stock Units (RSUs) and flexible pricing of ESOP/SAR Grants.
ESOP-2015: This is a new Scheme introduced by the Company to provide equity-based incentives to Employees of the Company i.e. the Options granted under the Scheme may be in the form of ESOPs / SARs / other Share-based form of incentives. The Company shall issue a maximum of 40 lac Options exercisable into equity shares of the Company. The scheme is currently used by the Company to make fresh ESOP/SAR grants.
The applicable Disclosures as stipulated under the SEBI Guidelines as on March 31, 2017 with regard to the Employeesâ Stock Option Scheme (ESOS) are annexed with this report as Annexure Viii.
A certificate from M/s Price Waterhouse & Co Bangalore LLP Chartered Accountants (Firm Registration Number: 007567S/S-200012) with regards to the implementation of the Companyâs Employee Stock Option Scheme in line with SEBI (Share Based Employees Benefits) Regulations, 2014 would be placed in the ensuing Annual General Meeting.
The shares to which Companyâs ESOP Scheme relates are held by the Trustees on behalf of info Edge Employees Stock Option Plan Trust. The individual employees do not have any claim against the shares held by said ESOP Trust unless they are transferred to their respective de-mat accounts upon exercise of vested options by them. Thus, there are no shares in which employees hold beneficial ownership however the voting rights in respect of which are exercised by someone other than such employees. The ESOP trust did not vote on any resolution moved at the previous annual general meeting.
7. directorâs responsibility statement
In accordance with the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013 the Board of Directors confirm that:
a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit of the Company for that year;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the Company and that such financial controls are adequate and were operating effectively;
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
APPRECIATION
Your Companyâs organisational culture upholds professionalism, integrity and continuous improvement across all functions, as well as efficient utilisation of the Companyâs resources for sustainable and profitable growth.
Your Directors acknowledge with gratitude and wishes to place on record its appreciation for the dedication and commitment of your Companyâs employees at all levels which has continued to be our major strength. Your Directors also thank the shareholders, investors, customers, visitors to our websites, business partners, bankers and other stakeholders for their confidence in the Company and its management and look forward for their continuous support.
Date: May 29, 2017 For and on behalf of Board of Directors
Place: Noida (Kapil Kapoor)
Chairman
DIN: 00178966
Mar 31, 2015
Dear Members,
The Directors are pleased to present the Twentieth Annual Report of
your Company along with the audited Financial Statements for the
financial year ended March 31, 2015.
RESULTS OF OPERATIONS: (Rs. in Million)
Standalone Consolidated
FY2015 FY2014 FY2015 FY2014
I. Net Sales 6113.46 5051.35 7324.90 5662.62
2A. Other Operating Income 2.38 7.39 6.83 9.62
2B. Other Income 764.01 432.45 941.97 501.89
3. Total income (1 2A 2B) 6879.85 5491.19 8273.7 6174.13
Expenditure:
a) Network and other charges 196.31 160.22 341.01 210.47
b) Employees Cost 2520.38 1965.50 4143.32 2653.38
c) Advertising and Promotion
Cost 841.60 662.48 1113.91 861.30
d) Depreciation/Amortization 173.24 173.70 469.36 211.59
e) Other Expenditure 764.27 626.40 1554.40 1009.53
4. Total Expenditure 4495.80 3588.30 7622.00 4946.27
5. EBITDA (3-4 3d) 2557.29 2076.59 1121.06 1439.45
6. Interest 0.97 1.00 0.97 1.00
7. Profit before tax and
exceptional items (3-4-6) 2383.08 1901.89 650.73 1226.86
8. Exceptional Item (291.61) 26.01 55.18 26.01
9. Net Profit before
tax (7-8) 2674.69 1875.88 595.55 1200.85
10. Tax Expense 736.10 590.94 739.95 591.00
II. Net Profit after tax
(9-10) 1938.59 1284.94 (144.40) 609.85
12. Share in loss of
associate companies - - (0.32) (5.03)
13. Share of Minority
interest in the losses of
Subsidiaries - - 756.08 291.83
14. Excess of Minority
Interest in the losses
of subsidiaries - - (370.76) -
absorbed
15. Net profit for the year
(11 12 13 14) 1938.59 1284.94 240.60 896.65
FINANCIAL REVIEW
Your Company, on a standalone basis, achieved net sales of Rs.6,113
million during the year under review as against Rs. 5,051 million during
the previous financial year, a growth of more than 21% year on year.
The total income increased by 25% from Rs. 5,491 million in FY 2014 to Rs.
6,880 million in FY 2015.
The total cost went up by 25% in FY 2015 over FY 2014 primarily by
reason of increase in manpower cost and advertising and promotion costs
to build brands.
Operating EBIDTA before lease equalization charge (a non- cash charge
of Rs. 6.43 million in FY 2015) stood at Rs.1,800 million up by 6.5% over
FY 2014. Profit before tax (PBT) from ordinary activities increased by
42.6% to Rs. 2,675 million in FY 2015. Net profit after taxes (PAT) has
increased by about 50.8% from Rs. 1,285 million (after exceptional
expense of Rs. 26.01 million in FY 2014) to Rs. 1,939 million in FY 2015
(with a large exceptional income of Rs. 291.61 million in FY 2015 ).
DIVIDEND
Your Company has a consistent record of divided payment.
During the financial year 2014-15, your Company declared and paid an
interim dividend of Re.1/- (Rupee one only) per equity share of the
face value of Rs.10/- (Rupee Ten only) each in the month of October,
2014. In addition, in line with its Dividend Policy, which indicates
that the Company always strives to maintain a dividend pay-out ratio of
15%-25% of standalone profits after tax, the Board has recommended a
Dividend of Rs. 2/- per equity share subject to approval by the
shareholders at the ensuing Annual General Meeting as final dividend
for the financial year 2014-15.
The total dividend pay-out (excluding Dividend Distribution tax) for
the current year is Rs. 284.54 million as against Rs. 218.44 million in the
previous year. The amount of Dividend Distribution Tax paid by the
Company for the year is Rs. 52.78 million as compared to Rs. 36.27 million
during the previous financial year.
The dividend, if approved, shall be payable to the Shareholders
registered in the books of the Company and to the beneficial owners as
per details furnished by the Depositories, determined with reference to
the period of book closure from July 21, 2015 to July 27, 2015 (both
days inclusive).
TRANSFER TO RESERVE
The company did not transfer any amount to reserves during the year.
SHARE CAPITAL
During the year under review, the Company issued and allotted
10,135,135 Equity Shares at a price of Rs.740 per Equity Share, including
a premium of Rs.730 per Equity Share aggregating to Rs.7,500 million
pursuant to a Qualified Institutional Placement, on September 12, 2014.
In addition, two allotments of 6,00,000 & 3,00,000 equity shares were
made on June 2, 2014 and November 12, 2014 respectively by the
Committee of Directors duly authorized in this regard to Info Edge
Employees Stock Option Plan Trust. Pursuant to above allotments, the
paid up share capital of the Company increased to & stood at
Rs.1,202,161,590 divided into 120,216,159 equity shares of Rs.10 each.
In order to give effect to the above issues, the Authorised Capital of
the Company was increased from Rs.1,200 million to Rs. 1,500 million.
LISTING OF SHARES
The Company''s shares are listed on BSE Ltd. (BSE) & National Stock
Exchange of India Ltd. (NSE) with effect from November 21, 2006, post
its initial public offering (IPO). The annual listing fees for the
financial year 2015-16 to BSE and NSE has been paid.
The aforesaid further allotment of shares has been duly listed on the
both these stock exchanges.
OPERATIONS REVIEW
Recruitments
The flagship portal of the Company, Naukri.com, continues to remain the
primary revenue generator for the Company in the recruitment
classifieds and related services vertical , along with naukrigulf.com
and quadrangle. The recruitment business continues to grow at an
improved pace in line with improved business confidence level.
During the year under review recruitment solutions grew by 19.6% from Rs.
3,719.18 million in FY2014 to Rs. 4,449.53 million in FY2015. Operating
EBITDA from recruitment solutions increased by 23.2 % from Rs. 1,850.43
million in FY2014 to Rs. 2,279.33 million in FY2015.
Real Estate
The real estate segment remained subdued in India, however, the online
real estate classified space of your company i.e. 99acres.com continue
to gain increased traction. There are a number of players competing in
this business vertical resulting in a phase of investments. Your
Company is making necessary investments in 99acres.com to establish
clear market leadership.
During the year under review real estate business grew by 32.2 % from Rs.
759.36 million in FY2014 to Rs. 1,004.24 million in FY2015. Operating
EBITDA from real estate business stood at Rs.(374.55) million in FY2015
as compared to Rs.(54.30) million in FY 2014 largely on account of
additional investments in people & advertising costs.
Others
Your Company also provides matrimonial and education based classifieds
and related services through our portals jeevansathi. com and
shiksha.com respectively. The other business verticals of the Company
have been gaining traction for some time and promise to keep improving
as the economy continues to become more robust.
With revenues from these other verticals increasing by 14.1 %, their
combined contribution to the company''s net sales was 10.8 % in FY2015.
Jeevansathi.com grew by 8.8% & Shiksha.com grew by 22.8 %. The Company
would continue to invest more to scale up these businesses in FY2016.
Detailed analysis of the performance of the Company and its businesses
has been presented in the section on Management Discussion and Analysis
Report forming part of this Annual Report.
FUTURE OUTLOOK
During last one year, with a new government at the centre with a
decisive mandate, the economy has started to look up again positively
at the future enabling improved business confidence. Though, the
recovery has clearly begun, the pace of recovery has been somewhat
muted. This subdued business sentiment is expected to prevail for some
time more as the trailing economic slowdown continues to evaporate.
Despite such slowdown impact, your Company continues to benefit by the
growing transformation of physical transactions into online ones. In
addition, the online infrastructure is continuing to grow in India.
Deeper Internet penetration and enhanced broadband usage continued to
show strong secular growth trends but promises to catch up the level of
other developing countries in Asia alongwith big penetration of mobile
internet usage. Therefore, the potential for growth of internet enabled
businesses is immense.
At Info Edge, we believe in this potential and are going to invest in
all our business primarily on people, product development, marketing
and brand building. The aim is to be a dominant leader driving the
internet led economic growth of the country. For FY2016, we remain
optimistic. The recruitment business is expected to gain momentum with
a higher pickup in activity witnessed with increased traction in the
economy , strong business confidence and in fresh investment spending.
The real estate business is close to the point of inflection for rapid
growth. The matrimonial business is expected to strengthen its market
position in its niche segments. While the education business is
developing impressively. For your Company, FY2016 will be about gaining
from growth in the overall internet market and further consolidating
its position by focusing on gaining market share. The investee
companies continue to keep developing their business models and gain
more clear visibility on future prospects in the near future.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes affecting the financial position of
the Company which have occurred between the end of the financial year
of the Company and the date of the Report.
CHANGES IN NATURE OF BUSINESS
There has been no change in the business of the Company during the year
under review.
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 by the regulators or courts or tribunals impacting the
going concern status and Company''s operations in the future.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate systems of Internal Control to ensure
compliance with policies and procedures which is commensurate with
size, scale and complexity of its operations. The Company has appointed
an external professional firm as Internal Auditor. The Internal Audit
of the Company is regularly carried out to review the internal control
systems and processes. The internal Audit Reports along with
implementation and recommendations contained therein are periodically
reviewed by Audit Committee of the Board.
DETAILS OF SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES
The developments in the operations/performance of each of the
subsidiaries & associates included in the consolidated financial
statement are presented below:
Naukri Internet Services Ltd. (formerly known as Naukri Internet
Services Pvt. Ltd.}
Naukri Internet services Ltd. (NISL) had net revenue of Rs. 100 thousand
during the year, similar to the Rs. 100 thousand during the previous
financial year. The total income increased by 3% from Rs. 139 thousand in
FY 2014 to Rs.143 thousand in FY 2015.
During the year, the said company was converted into a public limited
company w.e.f. March 11, 2015. The Company invested an amount of Rs.1,862
million during the year in it by subscribing to 0.0001% cumulative
redeemable preference shares.
NISL invested an amount of Rs.1,842 million in another subsidiary of the
Company namely Zomato Media Private Limited and now holds 4.80% of the
paid-up share capital of Zomato Media Private Limited on fully
converted & diluted basis.
Jeevansathi Internet Services Pvt. Ltd., owns & holds the domain names
& related trademarks of the Company. During the year under review, it
had net revenue of Rs. 100 thousand, similar to Rs.100 thousand during the
previous financial year. The total income stood at Rs.100 thousand in FY
2015 as against Rs. 101 thousand in FY 2014.
Allcheckdeals India Pvt. Ltd., provides brokerage services in the real
estate sector in India. During the year under review, it achieved net
revenue of Rs. 33.57 million as against Rs. 107.47 million during the
previous financial year. The total income is Rs. 44.64 milion in FY 2015
as compared to Rs. 113.78 million in FY 2014.
MakeSense Technologies Ltd. (Formerly known as Makesense Technologies
Pvt.Ltd}
Makesense Technologies Ltd. (MTL) is the owner of a proprietary
software for semantic search which augments search capabilities for
both recruiters & job seekers, principally on Naukri.com.
During the year under review, its total income increased by Rs. 9
thousand as compared to FY 2014.
During the year the Company has transferred one half of its
shareholding (5,975 equity and 2,672 cumulative convertible preference
shares ) in Etechaces Marketing & Consulting Pvt.
Ltd. (EMCPL) to Makesense Technologies Limited (MTL), for Rs.500 million
thereby resulting in a profit of Rs. 346.79 million.
Interactive Visual Solutions Pvt. Ltd. During the year, the wholly
owned subsidiary of the Company Allcheckdeals India Pvt.
Ltd. acquired Interactive Visual Solutions Pvt. Ltd., owner of a
proprietary software which enables a high quality virtual video/3D
image of a proposed or existing real estate development to be viewed
online by customers.
During the year under review, it achieved net sales of Rs. 469 thousand
as against Rs. 1,823 thousand during the previous financial year. The
total income is Rs. 497 thousand in FY 2015 as compared to Rs. 1,870
thousand in FY 2014.
During the year, a company named startup Investments (Holding) Ltd was
also incorporated as a wholly owned subsidiary of the Company.
INVESTEE COMPANIES
Your Company has following continuing external strategic investments:
Zomato Media Pvt. Ltd.
Your Company has invested an aggregate amount of Rs.3,283.76 million for
slightly more than 50% stake in Zomato Media Pvt.
Ltd. which owns & operates the website, www.Zomato.com. Zomato has
started gaining significant acceptance in the market place. It
generates revenue from advertisements of restaurants and lead sales.
The Company invested an aggregate amount of Rs. 1,842 million in Zomato
during the year through its wholly owned subsidiary, Naukri Internet
Services Ltd.
During the year under review, it achieved, on consolidated basis, net
sales of Rs. 966.73 million as against Rs. 306.03 million during the
previous financial year. The total income increased by 214% from Rs.
361.20 million in FY 2014 to Rs. 1,135.74 million in FY 2015.
Applect Learning Systems Pvt. Ltd.
Applect owns & operates a website with the name www.meritnation. com
which is delivering kindergarten to Class 12 (K-12) study material by
an experienced team that specializes in content development and
assessment modules in the education space. Your Company has invested an
aggregate amount of Rs. 718 million for around 56% stake in Applect.
During the year under review, it achieved net sales of Rs. 216 million as
against Rs. 203 million during the previous financial year. The total
income increased by 2% from Rs. 225 million in FY 2014 to Rs. 229 million
in FY 2015.
Both Zomato & Applect fall in category of Subsidiary Companies of the
Company.
Etechaces Marketing & Consulting Pvt. Ltd.
Etechaces operates through website, www.policybazaar.com which helps
customers understand their need for insurance and other financial
products to selet product/schemes accordingly, that best suit their
requirements. Your company has invested an aggregate amount of Rs. 325
million for 23% stake in Etechaces.
During the year the Company has transferred one half of its
shareholding (5,975 equity and 2,672 cumulative convertible preference
shares ) in Etechaces Marketing & Consulting Pvt. Ltd. (EMCPL) to
Makesense Technologies Limited (MTL), for Rs.500 million thereby
resulting in a profit of Rs. 346.79 million.
Kinobeo Software Pvt. Ltd.
Your Company has invested an aggregate amount of Rs. 270 million in
www.mydala.com for a 45% stake. This is a website offering discount
offers and deals with a focus on the mobile application space. Revenues
are generated from merchant commissions and fees from telecom
Operators.
Canvera Digital Technologies Pvt. Ltd
The website www.canvera.com is owned & operated by this company. The
website is operational since 2008 and offers solutions to professional
photographers. Revenues are generated from sale of printed photo books.
Your Company has invested an aggregate amount of Rs. 670 million in
Canvera for a 36% stake.
Happily Unmarried Marketing Pvt. Ltd.
Company has invested an amount of Rs.93.50 million in www.
happilyunmarried.com for 34% stake. This business generates revenues
from design and sale of fun quirky creative products and has a large
addressable market.
During the year under review, the aforesaid Investee Companies (other
than Zomato Media Pvt. Ltd. & Applect Learning Systems Pvt. Ltd.)
achieved an aggregate revenue of Rs. 2,115 million as against Rs. 1,413.9
million during the previous financial year. The aggregate operating
EBITDA was Rs.(753.2) million as compared to Rs.(516.8) million during the
previous financial year.
The above companies are treated as "Associate Companies" in our
Consolidated Financial Statements as per the Accounting Standards
issued by the Institute of Chartered Accountants of India and notified
by the Ministry of Corporate Affairs.
During the FY2015, your Company invested, directly or indirectly, about
Rs. 1,982.31 million into the Investee companies.
All holding percentages in investee companies are computed on fully
converted and diluted basis.
FIXED DEPOSITS
Your Company has not accepted any fixed deposits, as defined in Section
73 and 74 of the Companies Act, 2013 read with the relevant rules,
during the year under review.
AUDITORS
Statutory Auditors
M/s. Price Waterhouse & Co Bangalore LLP (FRN- 007567S/S-200012),
Chartered Accountants hold office until the conclusion of forthcoming
Annual General Meeting and being eligible offer themselves for
re-appointment.
Secretarial Auditors
Pursuant to provisions of Section 204 of the Companies Act, 2013 read
with Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Company had appointed M/s. MNK & Associates, Company
Secretaries as the Secretarial Auditors of the Company to undertake
Secretarial Audit of the Company for FY2015. The Secretarial Audit
Report is annexed herewith as Annexure I.
Internal Auditors
M/s. T.R. Chaddha & Associates, Chartered Accountants perform the
duties of internal auditors of the Company and their report is reviewed
by the audit committee quarterly.
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY STATUTORY AUDITORS AND SECRETARIAL
AUDITORS IN THEIR RESPECTIVE REPORTS
There was no qualification, reservation or adverse remark or disclaimer
made by the Statutory Auditors in their report and the said Auditor''s
Report & notes to accounts are self- explanatory.
With regard to the observation contained in the Secretarial Auditors''
Report, the Management''s explanations are given below:
The Company has constituted a Central Internal Complaints Committee at
its corporate office at B-8, Sector-132, Noida, Uttar Pradesh, India.
As around 70% of the total employee strength of the Company is located
in & around Delhi/NCR area whereas rest 30% are scattered at multiple
locations across India, the Central Internal Complaints Committee has
been given the responsibility to receive & address the complaints
received, if any, at all locations where the Company is present. The
Company has also taken certain steps to create awareness about and
familiarization to the said policy having been put in place. There was
one instance of alleged sexual harassment reported during the year
under review which has been appropriately handled & addressed in
accordance with the requirements of the law. The Company is in the
process of filing requisite report with the prescribed authority under
the provisions of the aforesaid Act.
DIRECTORS
Changes in Directors and Key Managerial Personnel
During the year under review, Mr. Ambarish Raghuvanshi (DIN 00233858),
Whole -time Director and CFO, resigned w.e.f. end of the day on May 31,
2014 and Mr. Ashish Gupta (DIN 00521511), Non- Executive, Independent
Director, resigned from the directorship of the Company w.e.f. October
16, 2014.
The Board places on record its appreciation and thanks to Mr.
Raghuvanshi and Mr. Gupta for the immense contribution made by them
during their tenure of directorship with the Company.
Mr. Chintan Thakkar (DIN 00678173), who was appointed as Chief
Financial Officer-Designate w.e.f. January 27, 2014 took over as the
Chief Financial Officer of the Company in terms of Section 203 of the
Companies Act, 2013 w.e.f. June 1, 2014. He was further co-opted by the
Board as an Additional Director to be designated as Whole-time Director
& Chief Financial Officer, liable to retire by rotation pursuant to
Section 152 of the Companies Act, 2013 of the Company w.e.f. October
16, 2014.
Also, Mr. Sharad Malik (DIN 07045964) was inducted as an Additional
Director (Non -Executive, Independent) of the Company. His appointment
became effective from December 16, 2014.
Mr. Thakkar and Mr. Malik confirmed their eligibility and willingness
to accept the office of the Executive Director and Non- Executive,
Independent Director respectively, if confirmed by the members at the
ensuing Annual General Meeting. In the opinion of your Directors, Mr.
Thakkar and Mr. Malik possesses requisite qualifications and experience
which would be useful to your Company and would enable them to
contribute effectively to your Company in their respective capacities.
The Company has received notices under Section 160 of the Companies
Act, 2013, proposing appointment of Mr. Thakkar as a whole time
Director and Mr. Malik as Non- Executive, Independent Director at the
ensuing Annual General Meeting of the Company.
Further, as per Companies Act, 2013, not less than 2/3rd (Two- third)
of the total number of Directors (other than Independent Directors)
shall be liable to retire by rotation. Accordingly, pursuant to
Companies Act, 2013 read with Article 119 of the Articles of
Association of the Company, Mr. Hitesh Oberoi (DIN 01 189953) is liable
to retire by rotation and, being eligible, offers himself for
re-appointment.
Declaration by Independent Directors
The Independent Directors have submitted their disclosures to the Board
that they fulfil all the requirements as stipulated in Section 149(6)
of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
Performance Evaluation of the Board of Directors
Clause 49 of the Listing Agreement laying down the key functions of the
Board has mandated that the Board shall monitor and review the Board
Evaluation Process and also stipulates that the Nomination and
Remuneration Committee of the Company shall lay down the evaluation
criteria for performance evaluation of Independent Directors. Section
134 of the Companies Act, 2013 states that a formal evaluation needs to
be made by the Board of its own performance and that of its committees
and individual directors.
Further, Schedule IV to the Companies Act, 2013 states that performance
evaluation of Independent Directors shall be done by the entire Board
of Directors, excluding the director being evaluated.
In accordance with the aforesaid provisions, the Board in consultation
with the Nomination and Remuneration Committee of Company, has laid
down the evaluation criteria for the performance of
executive/non-executive/independent Directors through a peer-evaluation
excluding the director being evaluated through board effectiveness
assessment and a questionnaire to evaluate the performance of the
various committees of the Company. The questionnaire for the assessment
is a key tool for the process of reviewing the effectiveness of the
Board.
The tool takes the form of a series of assertions/questions which
should be awarded a rating on a scale of 1 to 5 by all individual
Directors.
Some of the performance indicators based on which the evaluation takes
place are-attendance in the meetings and quality of
preparation/participation, ability to provide leadership, work as team
player. In addition, few criteria for independent directors include
commitment to protecting/ enhancing interests of all shareholders,
contribution in implementation of best governance practices.
Performance criteria for Whole-time Directors includes contribution to
the growth of the Company, new ideas /planning and compliances with all
policies of the Company.
On the basis of the response to the questionnaire, a formal annual
evaluation has been made by the Board of its own performance and that
of its Committees and individual Directors.
Separate Meeting of Independent Directors
Pursuant to Schedule IV to the Companies Act, 2013 and Clause 49 of the
Listing Agreement, a meeting of Independent Directors was held on
November 7, 2014, without the attendance of non-independent directors
and members of Management.
In addition, the Company encourages regular separate meetings of its
independent directors to update them on all business-related issues and
new initiatives. At such meetings, the executive directors and other
members of the Management make presentations on relevant issues.
CORPORATE GOVERNANCE
Your Company is committed to adopting and adhering to established
world-class corporate governance practices. It always places a major
thrust on managing its affairs with diligence, transparency,
responsibility and accountability thereby upholding the important
dictum that an Organization''s corporate governance philosophy is
directly linked to high performance. The Company understands and
respects its fiduciary role and responsibility towards its stakeholders
and society at large and strives to serve their interests, resulting in
creation of value for all its stakeholders.
In line with Info Edge''s philosophy on Corporate Governance, Companies
Act, 2013 and Listing Agreement the Company re-constituted its various
Committees of the Board and formulated/revised their Charters. Various
Codes and policies have also been revised and adopted to ensure the
compliance of the law in true letter and spirit. The Company has also
adopted a revised Code of Conduct to regulate, Monitor & Report Trading
by Insiders in terms of SEBI (Prohibition of Insider Trading)
Regulations, 2015.A separate section on "Corporate Governance" with a
detailed compliance report on corporate governance and a certificate
from M/s. Price Waterhouse & Co Bangalore LLP (FRN-007567S/S-200012)
Chartered Accountants, Statutory Auditors of the Company regarding
compliance of the conditions of Corporate Governance, as stipulated
under Clause 49 of the listing agreement with the Stock Exchanges,
forms part of this Annual Report. The report on Corporate Governance
also contains certain disclosures required under the Companies Act,
2013.
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion & Analysis Report for the year under review
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India is presented in a separate section forming part of
the this Annual Report.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Company met 8 (eight) times during the
year under review. In addition to this, one meeting of Independent
Director''s was also held. The details of the meetings of the Board
including of its Committees and Independent Directors'' meeting are
given in the Report on Corporate Governance section forming part of
this Annual Report.
COMPOSITION OF AUDIT COMMITTEE
During the year, all the recommendations of Audit Committe were
accepted by the Board.
The details of the composition, powers, functions, meetings of the
Committee held during the year are given in the Report to Corporate
Governance section forming part of this Annual Report.
ESTABLISHMENT OF THE VIGIL MECHANISM
The Company has formulated an effective Whistle Blower
Mechanism and a policy that lays down the process for raising concerns
about unethical behavior, actual or suspected fraud or violation of the
Company''s Code of Conduct or ethics policy. The Company has appointed
M/s. Thought Arbitrage Consulting, as an Independent External
Ombudsman. This policy is further explained under Corporate Governance
section, forming part of this Report and the full text of the Policy is
available on the website of the Company at www.infoedge.in
CORPORATE SOCIAL RESPONSIBILITY (CSR)
For your Company, Corporate Social Responsibility (CSR) means the
integration of social, environmental and economic concerns in its
business operations. CSR involves operating Company''s business in a
manner that meets or exceeds the ethical, legal, commercial and public
expectations that society has of businesses. In alignment with vision
of the Company, Info Edge, through its CSR initiatives, will continue
to enhance value creation in the society through its services, conduct
& initiatives, so as to promote sustained growth for the society.
The Board of your Company has constituted the CSR Committee to help the
Company to frame, monitor and execute the CSR activities of the
Company. The Committee defines the parameters and observes them for
effective discharge of the social responsibility of your Company. The
constitution of the CSR Committee is given in the Corporate Governance
Report which forms part of this Annual Report.
The Board of your Company has further formulated and adopted a policy
on Corporate Social Responsibility with the broad objectives
highlighted herein below. The CSR Policy of your Company outlines the
Company''s philosophy & the mechanism for undertaking socially useful
programmes for welfare & sustainable development of the community at
large as part of its duties as a responsible corporate citizen.
1) To lay down guidelines for the Company to operate its business in an
economically, socially & environmentally sustainable manner.
2) To contribute to society at large by way of social and cultural
development, imparting education, training and development and skill
enhancement programs for their development and generation of income.
3) To reinforce a positive and socially responsible image of the
Company in the society.
The Board of your Company, pursuant to the policy framed, has approved
to undertake development program in Ashoka University which is a
philanthropic initiative founded by eminent scholars and visionaries
offering education at par with the best in the world into
multidisciplinary courses.
In accordance with the same, your Company has made a contribution of
Rs.33.8 million calculated as per the applicable provisions of the
Companies Act, 2013, being 2% of the average net profits of the Company
for previous three financial years, to Ashoka University in accordance
with the proposal submitted by them towards discharge of Company''s
Social Responsibility for the financial year 2014-15.
The disclosure as per Rule 9 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 is annexed as Annexure II.
RISK MANAGEMENT POLICY
The Company has an effective risk management procedure, which is
governed at the highest level by the Board of Directors, covering the
process of identifying, assessing, mitigating, reporting and review of
critical risks impacting the achievement of Company''s objectives or
threaten its existence.
To further strengthen & streamline the procedures about risk assessment
and minimization procedures, the Board of Directors, in its meeting
held on March 16, 2015, constituted a Board level Risk Management
Committee (RMC). The details on Risk Management plan of the Company are
given in the Report to Corporate Governance section forming part of
this Annual Report.
COMPANY''S POLICY RELATING TO REMUNERATION FOR DIRECTORS, KEY MANAGERIAL
PERSONNEL AND OTHER EMPLOYEES
The Company''s Policy relating to Remuneration for Directors, Key
Managerial Personnel and other Employees is given in the Report to
Corporate Governance section forming part of this Annual Report.
MANAGERIAL REMUNERATION
Ratio of the remuneration of each director to the median remuneration
of the employees of the Company for the Financial Year The percentage
increase in the median remuneration of employees in the financial year.
The median remuneration of the employees of the Company during the
financial year was Rs. 308,848/-.
The number of permanent employees on the rolls of the Company.
3826
Explanation on the relationship between average increase in
remuneration and Company performance.
The increase in company''s net sales for the Financial Year FY 2014-15
was 21% and the average increase given to employees was 19%. The
average increase in remuneration is based on factors such as company''s
performance, the average increases being given by similar companies in
the industry and overall budgetary impact within the Company.
Name of Designation Remuneration % increase in
Director of Director/KMP remuneration
for FY2014-15 in the FY
(Rs. In million) 2014-15
Mr. Kapil Non-Executive 0.87 770% &
Kapoor Chairman
Mr. Arun Non-Executive, 1.64 67.3% &
Duggal Independent Director
Mr. Sanjeev Promoter, Executive 17.72 (0.2)%
Bikhchandani Vice-Chairman
Mr. Hitesh Promoter, Managing 18.23 2.4%
Oberoi Director & CEO
Mr. Chintan Whole Time Director 5.99 *
Thakkar & CFO
Mr. Saurabh Non-Executive, 2.24 154.5% &
Srivastava Independent Director
Mr. Naresh Non-Executive, 1.64 90.7% &
Gupta Independent Director
Ms. Bala Non-Executive, 1.27 58.8% &
Deshpande Independent Director
Mr. Sharad Non-Executive, 0.55 **
Malik Independent Director
Mr. MM Jain Company Secretary 1.98 ***
Name of Director Ratio of Remuneration Comparison of
of each Director/to Remuneration of KMP
median remuneration against performance
of employees of the Company
Mr. Kapil Kapoor 2.81
Mr. Arun Duggal 5.29
Mr. Sanjeev Bikhchandani 57.16
Mr. Hitesh Oberoi 58.81 The increase in
company''s net sales
Mr. Chintan Thakkar 19.32 for the Financial Year
14-15 was 21%
Mr. Saurabh Srivastava 7.23
Mr. Naresh Gupta 5.29
Ms. Bala Deshpande 4.10
Mr. Sharad Malik 1.77
Mr. MM Jain 6.39 The increase in
company''s net sales
for the Financial Year
14-15 was 21%
& The increase in the remuneration of Non-executive/Independent
Directors is on account of increase in the amount of sitting
fee/commission payable to them pursuant to the approval of the Board of
Directors in its meeting held on July 18, 2014 within the overall
limits approved by the Shareholders in their meeting held on July 21,
2011 and within the permissible limits under the Companies Act, 2013.
* Details not given as Mr. Chintan Thakkar became a director, only
w.e.f. October 16, 2014.
** Details not given as Mr. Sharad Malik became a director, only w.e.f.
December 16, 2014.
*** Details not given as Mr. MM Jain was Company Secretary only for
part of the financial year 2013-14 i.e. w.e.f. December 16, 2013.
Particulars Unit As at March 31 As at March 31, Variation
2015 2014
Closing rate of
Shares at NSE rs 839.90 619.60 35.55%
Market Capita
lization rs-Mn. 100,969.60 67,648.56 49.25%
Price Earnings
Ratio (based on
diluted EPS) X 50.63 52.64 (3.81%)
Price of share
for Public offer rs 320 320 -
% increase/decrease
in share price
in comparison to % 949.87%* 674.50%* -
Public offer price
* The % increase in share price in comparison to the public offer price
has been adjusted to factor in the two Bonus Issues (1:1) of the
Company in years 2010 & 2012.
Variation in the market capitalisation of the Company, price earnings
ratio as at the closing date of the current financial year and previous
financial year and percentage increase over decrease in the market
quotations of the shares of the Company in comparison to the rate at
which the Company came out with last public offer.
Average percentile increase already made in the salaries of the
employees other than the Managerial personnel in the last financial
year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in managerial remuneration.
The average increase in salaries of employees other than managerial
personnel in FY2014-15 was 19%. Percentage increase in the managerial
remuneration for the year was 1.08%. The remuneration paid to Mr.
Chintan Thakkar has not been considered for the purpose as he joined
during the year only & no comparative figures are available for him.
The key parameters for any variable component of remuneration availed
by the directors.
The key parameters for the variable component of remuneration availed
by the directors are as laid down in the Remuneration Policy for
Directors, Key Managerial Personnel and other Employees. The Nomination
and Remuneration Committee recommends the payment of variable
component, to the Board within the overall limits approved by the
shareholders.
The ratio of the remuneration of the highest paid director to that of
the employees who are not directors but receive remuneration in the
excess of the highest paid director during the year.
-Not Applicable
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 as per
the Remuneration Policy for Directors, Key Managerial Personnel and
other Employees.
PARTICULARS OF THE EMPLOYEES
The particulars of employees required under Sub-rule 2 to Rule 5 of the
Companies (Appointment and Remuneration of the Managerial Personnel)
Rules, 2014 framed under Companies Act, 2013 are required to be
included in this Report. However, pursuant to provisions of Section 136
of the Companies Act, 2013, the Annual Report excluding the aforesaid
information, is being sent to all the Members of your Company and
others entitled thereto. Any Member interested in obtaining such
particulars may write to the Company Secretary of the Company. The
same shall also be available for inspection by members at Registered
Office of your Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The detail of the investments made by Company are given in note no.
10A, 10B &14 of the notes to the financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of contracts or arrangements with related parties
referred to in sub-section (1) of section 188 in the prescribed Form
AOC-2 are given in Annexure III.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return pursuant to the provisions of Section 92 read
with Rule 12 of the Companies (Management and Administration) Rules,
2014 is furnished in Annexure IV and is attached to this Report.
EMPLOYEE STOCK OPTION PLAN
Our ESOP schemes help us share wealth with our employees and are part
of a retention oriented compensation program. They help us meet the
dual objective of motivating key employees and retention while aligning
their long term career goals with that of the Company.
ESOP-2003 The Company made this initial plan when it was a private
limited unlisted company and therefore SEBI ESOP Guidelines were not
applicable to this scheme. The scheme was used to grant ESOPs till
listing i.e. November 2006 and thereafter, no fresh grants have been
made under the scheme. This scheme was registered with the Income Tax
authorities as per the rules applicable at that time. Upon
implementation of ESOP Scheme 2007, this Scheme got subsumed in the
said ESOP Scheme 2007.
ESOP-2007 (Modified In June 2009) This is a SEBI compliant ESOP scheme
being used to grant stock based compensation to our Associates since
2007. This was approved by passing a special resolution in the
Extra-ordinary General Meeting (EGM) held on March 26, 2007 which was
further amended in June 2009 through approval of shareholders by Postal
Ballot by introducing Stock Appreciation Rights (SARs)/ Restricted
Stock Units (RSUs) and flexible pricing of ESOP/SAR Grants. The scheme
is currently used by the Company to make fresh ESOP/SAR grants.
Pursuant to the provisions of Companies Act, 2013 and SEBI (Share Based
Employee Benefits) Regulations, 2014, a person cannot be appointed as a
Trustee if he is a Director, Key Managerial Personnel or the Promoter
of the Company, its holding, subsidiary or associate or any relative of
such Director, Key Managerial Personnel and Promoter. In compliance
with the same, the Directors/ Promoters of the Company, who were
Trustee of the ESOP Trust, resigned as Trustee during the year under
review & were replaced by new trustees.
Disclosures as required by SEBI (Share Based Employees Benefits)
Regulations, 2014 read with Companies Act, 2013 are annexed with this
report as Annexure V.
A certificate from M/s Price Waterhouse & Co Bangalore LLP Chartered
Accountants (FRN: 007567S/S-200012) with regards to the implementation
of the Company''s Employee Stock Option Scheme in line with SEBI (Share
Based Employee Benefits) Regulations, 2014 would be placed in the
ensuing Annual General Meeting.
The shares to which Company''s ESOP Scheme relates are held by the
Trustees on behalf of Info Edge Employees Stock Option Plan Trust. The
individual employees do not have any claim against the shares held by
said ESOP Trust unless they are transferred to their respective de-mat
accounts upon exercise of vested options by them. Thus, there are no
shares in which employees hold beneficial ownership however the Voting
rights in respect of which are exercised by someone other than such
employees. The ESOP trust did not vote on any resolution moved at the
previous annual general meeting or extra- ordinary general meeting of
the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
We have disclosed the details of energy conservation and technology
absorption as part of Annexure VI to the Directors'' report. The
particulars regarding foreign exchange earnings and expenditure are
furnished below:-
(Rs. Million)
Foreign exchange earnings
Sales 620.24 532.75
Total inflow 620.24 532.75
Server Charges 133.80 114.91
Advertising, Promotion & 53.49 19.85
Marketing Expenses
Travel Expenses 0.52 0.21
Foreign Branch Expenses 96.86 62.66
Others 22.66 7.06
Total Outflow 307.33 204.69
Net Foreign exchange inflow 312.91 328.06
DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c) and 134(5) of
the Companies Act, 2013 the Board of Directors confirms that:
a) in the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
b) the directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2015 and of the profit of the Company
for that year;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets 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 the Company and that such financial controls are adequate
and were operating effectively;
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
GREEN INITIATIVE
The Company has implemented the "Green Initiative" to enable electronic
delivery of notice/ documents annual reports to shareholders.
Electronic copies of the Annual Report 2015 and notice of the 20th
Annual General Meeting are sent to all members whose e-mail addresses
are registered with the Company/Depository Participant(s). For members,
who have not registered their e-mail addresses, physical copies of the
Annual Report 2015 and the Notice of the 20th Annual General Meeting
are sent in permitted mode. Members requiring a physical copy may send
a request to the Company Secretary.
The Company is providing e-voting facility to all members to enable
them to cast their votes electronically on all resolutions set forth in
the Notice. This is pursuant to section 108 of the Companies Act, 2013
read with relevant rules thereon. The instructions for e-voting are
provided in the Notice of the AGM.
ACKNOWLEDGEMENTS
Your Directors acknowledge with gratitude and wishes to place on record
its appreciation for the dedication and commitment of your Company''s
employees at all levels which has continued to be our major strength.
Your Company has been able to operate efficiently because of the
culture of professionalism, creativity, integrity and continuous
improvement in all functions and areas as well as the efficient
utilization of the Company''s resources for sustainable and profitable
growth.
Your Directors also thank the shareholders, investors, customers,
visitors to our websites, business partners, bankers and other
stakeholders for their confidence in the Company and its management and
look forward for their continuous support.
Date June 26, 2015 For and on behalf of Board of Directors
Place: Hong kong (Kapil Kapoor)
Chairman
DIN:00178966
Mar 31, 2013
Dear Shareholders,
The Directors have pleasure in presenting the Seventh Annual Report
together with the Audited Accounts for the year ended March 31, 2013.
(Rs. Million)
Standalone Consolidated
Particulars FY2013 FY2012 FY2013 FY2012
1. Net Sales 4,349.00 3,756.38 4,699.52 3,903.04
2. Other Operating
Income 23.58 14.46 23.69 15.80
2A. Other Income 464.94 394.57 475.27 394.72
3. Total Income
(1 2 2A) 4,837.52 4,165.41 5,198.48 4,313.56
4. Expenditure:
a) Network and
other charges 139.40 93.17 163.96 104.66
b) Employees Cost 1,672.17 1,369.96 1,983.32 1,482.24
c) Advertising and
Promotion Cost 576.50 515.97 750.34 563.21
d) Depreciation
/Amortization 94.46 76.61 117.80 83.21
e) Other Expenditure 510.27 368.75 642.47 607.26
Total Expenditure 2,992.80 2424.46 3,657.89 2,840.58
5. EBITDA(3-4 4d) 1939.18 1817.56 1,658.39 1,556.19
6. Interest 0.95 0.67 0.95 0.67
7. Profit from
Ordinary Activities
before tax and 1,843.77 1,740.28 1,539.64 1,472.31
exceptional items
(3-4-6)
8. Exceptional Item 292.87 3.53 236.92 8.33
9. Net Profit from
Ordinary Activities
before tax (7-8) 1,550.90 1,736.75 1,302.72 1,463.98
10. Tax Expense 528.44 510.52 528.51 528.76
11. Net Profit from
Ordinary Activities
after tax (9-10) 1,022.46 1,226.23 774.21 935.22
12. Extraordinary item - - - -
13. Net Protit after
Tax(11 12) 1,022.46 1,226.23 774.21 935.22
14. Share in loss
of Associate Companies - - (15.12) (30.04)
15. Share of
Minority Interest
in the losses of
Subsidiaries - - 152.52 13.68
16. Reversal of
Subsidiary in to Associate - - - 114.43
17. Reversal of
Associate into Subsidiary - - 4.33 -
18. Net protit
for the year (13
14 15 16 17) 1,022.46 1,226.23 915.94 1,033.29
FINANCIAL REVIEW
Net sales increased by 15.78% from Rs.3,756 million in FY2012 to
Rs.4,349 million in FY2013. Total income increased by 16.14% to
Rs.4,837 million in FY2013.
The total cost went up by 23.44% in FY2013 over FY2012 mainly owing to
increased employee cost and advertisement expenses to build brands. A
large proportion of the increased costs can be attributed to investment
in our businesses.
Net profit before exceptional items and taxes increased by 5.95% from
Rs.1,740 million in FY2012 to Rs.1,844 million in FY2013. Net profit
after taxes has decreased by 16.62% from Rs.1,226 million in FY2012 to
Rs.1,022 million in FY2013 owing to a large exceptional item of
Rs.289.34 million in FY2013.
DIVIDEND
Your Directors are pleased to recommended dividend at the rate
Rs.1.00/- per share for the FY2013, subject to the approval of the
shareholders.
The proposed dividend together with corporate dividend tax would mean
an outflow of Rs.126.89 million.
TRANSFER TO RESERVES
Since the Board decided to recommend payment of dividend @Rs.1.00/- per
share (10%) for the financial year ended March 31, 2013, there is no
requirement to transfer any amount to reserve under Companies (Transfer
of Profit to Reserves Rules), 1975.
LISTING OF SHARES
The Company''s shares are listed on Bombay Stock Exchange Ltd. (BSE) &
National Stock Exchange of India Ltd. (NSE) with effect from November
21, 2006, post its initial public offering (IPO).
OPERATIONS REVIEW
While the other businesses are gaining traction, your Company''s primary
revenue generator is still the online recruitment classifieds and
related services through naukri.com, naukrigulf.com and quadrangle
business divisions. Net sales from recruitment solutions increased by
10.7% from Rs.3,042 million in FY2012 to Rs.3,367 million in FY2013.
Operating EBITDA from recruitment solutions increased by 7% from
Rs.1550 million in FY2012 to Rs.1659 million in FY2013.
We also provide property, matrimonial, and education based classifieds
and related services through our portal 99acres.com, jeevansathi.com,
and shiksha.com respectively. With revenues from these other verticals
increasing by 37.5%, their combined contribution to the company''s net
sales was 22.6% in FY2013. 99acres.com grew by 48.1% and Shiksha.com
grew by 29.6%. The Company would continue to invest more to scale up
these businesses in FY2014.
Detailed analysis of the performance of the Company and its businesses
has been presented in the section on Management Discussion and Analysis
of this Annual Report.
FUTURE OUTLOOK
The economic slowdown in India and relatively subdued business
sentiment is expected to prevail in FY2014. This may have an impact on
both the recruitments and the real estate business.
While Info Edge''s business might witness some slowdown, much of it will
be offset by the growing transformation of physical transactions into
online ones.
In addition, the online infrastructure is continuing to grow in India.
Internet penetration and broadband usage continued to show strong
secular growth trends and even today they are on the lower side in
terms of penetration when compared to similar developing countries in
Asia. Therefore, the potential for growth of internet enabled
businesses is immense.
At Info Edge, we believe in this potential and are going to invest in
all our business primarily on people, product development, marketing
and brand building. The aim is to be domain leaders driving the
internet led economic growth of the country. For FY2014, we remain
cautiously optimistic. The recruitment business is expected to maintain
its growth momentum although a pickup in activity will have to wait for
growth in GDP, business confidence and in investment spending. The real
estate business has shown all signs in FY2013 of being close to the
point of inflection for rapid growth. The matrimonial business is
expected to strengthen its market position in its niche segments in
north India, while the education business is developing impressively.
For your Company, FY2014 will be about gaining from growth in the
overall internet market and further consolidating its position by
focusing on gaining market share. The investee companies are still
developing their business models and will gain some visibility on
future prospects in the next 2 to 3 years.
SUBSIDIARY COMPANIES
During FY2013, Info Edge had following subsidiary companies -
- Naukri Internet Services Private Limited and Jeevansathi Internet
Services Private Limited, which own internet domain names and related
trademarks;
- Allcheckdeals India Private Limited which provides brokerage
services in the real estate sector in India;
- Info Edge (India) Mauritius Limited primarily to make overseas
investments of the Company;
- Applect Learning Systems Private Limited which is engaged in
business of kindergarten to class12 (K-12) assignment and tuitions
through its online portal Meritnation.com;
- Zomato Media Pvt. Ltd., added as a subsidiary during the year
operates an online food guide portal zomato.com
- During the year, the company acquired MakeSense Technologies Pvt.
Ltd., owner of a proprietary software for semantic search which will
augment search capabilities for both recruiters & job seekers,
principally on naukri.com.
INVESTEE COMPANIES
During the year, the company had the following continuing external
strategic investments -
- Etechaces Marketing & Consulting Pvt. Ltd., is engaged in
aggregation and comparison of financial products including online
insurance & loans through its online portal policybazaar.com had a
fresh round of funding by us & Intel Capital in addition to Inventus,
pursuant to its capital raising exercise in last two years, it is an
associate company now.
- Canvera Digital Technologies Pvt. Ltd., a digital photograph
storage and printing business through its website canvera.com.
- Happily Unmarried Pvt. Ltd which is into designing & selling
creative fun products through its website happilyunmarried.com.
- Kinobeo Software Pvt. Ltd., which is in business of providing
online discount offers and group deals through its web portal
mydala.com.
- Nogle Technologies Pvt. Ltd., which is a web based sharing platform
through its Website fioost.com.
The companies are treated as "Associate Companies" in our Consolidated
Financial Statements as per the Account Standards issued by Institute
of Chartered Accountants of India and notified by Ministry of Corporate
Affairs.
During the FY2013, your Company invested about Rs.1,465 million into
the external businesses/ companies.
PARTICULARS OF EMPLOYEES
The particulars of employees required under Section 217 (2A) of the
Companies Act, 1956 and the rules there under, are required to be
annexed to this Report as Annexure. However, pursuant to the
provisions of Section 219(1)(b) (iv) of the Companies Act, 1956, the
Annual Report and Accounts are being sent to all the shareholders of
the Company without the above information. Any shareholder interested
in obtaining such particulars may write to the Company.
EMPLOYEES STOCK OPTION PLAN (ESOP)
Our ESOP schemes help us share wealth with our employees and have
retention oriented compensation program.
ES0P-2003 The Company made this initial plan when it was a private
limited unlisted company and therefore SEBI ESOP Guidelines were not
applicable to this scheme. The scheme was used to grant ESOPs till
listing i.e. November 2006 and thereafter, no fresh grants have been
made under the scheme. Options granted prior to November 2006 continue
to vest and exercised till their validity under this scheme.
ESOP-2007 (modified in June 2009) This is a SEBI compliant ESOP scheme
being used to grant stock based compensation to our Associates since
2007., This was approved by passing a special resolution in the Extra-
ordinary General Meeting (EGM) held on March 26, 2007 which was further
amended in June 2009 through approval of shareholders by Postal Ballot
by introducing Stock Appreciation Rights (SARs)/ Restricted Stock Units
(RSUs) and flexible pricing of ESOP/SAR Grants. The scheme is currently
used by the Company to make fresh ESOP/SAR grants.
Disclosures as required by clause 12 of the SEBI Employees Stock Option
Scheme and Employee Stock Purchase Scheme Guidelines, 1999 are annexed
to this report.
A certificate from M/s Price Waterhouse & Co., Bangalore, Statutory
Auditors, with regards to the implementation of the Company''s Employee
Stock Option Scheme in line with SEBI Employees Stock Option Scheme and
Employee Stock Purchase Scheme Guidelines, 1999 would be placed in the
ensuing Annual General Meeting.
CORPORATE GOVERNANCE
Separate detailed chapters on Corporate Governance, Additional
Shareholder Information and Management Discussion and Analysis are
attached herewith and forms a part of this annual report.
PUBLIC DEPOSITS AND LIQUIDITY
We continue to be almost debt-free, and believe we maintain sufficient
cash to meet our strategic objectives. During FY2013, your Company has
not accepted any deposits or raised any fresh equity from the public.
Energy Conservation, Technology Adoption and Foreign Exchange Flows
Since the Company is a service sector company and does not own any
manufacturing facility, the other particulars in the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1998 are not applicable. However, on a proactive basis, we are
disclosing the details of energy conservation and technology absorption
as part of annexure A to the directors'' report. The particulars
regarding foreign exchange earnings and expenditure are furnished
below-
DIRECTORS
There has been no change in the directors of your Company.
As per the requirements of Section 256 of the Companies two-thirds of
the Board shall consist of retiring directors out of which one third
shall retire at every annual general meeting. Accordingly, Mr. Arun
Duggal and Mr. Ashish Gupta shall retire and being eligible offer
themselves for re-appointment in the ensuing Annual General Meeting.
INTERNAL CONTROL SYSTEMS
The Company has in place adequate systems of Internal Control to ensure
compliance with policies and procedures. The Company has appointed an
external professional firm as Internal Auditor. The Audits of all the
units of the Company are regularly carried out to review the internal
control systems & processes. The Internal Audit Reports along with
implementation and recommendations contained therein are constantly
reviewed by the Audit Committee of the Board.
AUDITORS
M/s. Price Waterhouse & Co., Bangalore, Chartered Accountants hold
office until the conclusion of forthcoming Annual General Meeting and
being eligible offer themselves for re-appointment.
DIRECTORS'' RESPONSIBILITY STATEMENT
The Directors confirm that:
- in the preparation of the annual accounts, the applicable
accounting standards have been followed;
- they have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent, so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profits of the
Company for the year;
- they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
- they have prepared the annual accounts on a going concern basis.
NOTES TO ACCOuNTS
There was no qualification in the Auditors Report and both the Auditors
Report & notes on accounts are self- explanatory.
ACKNOWLEDGMENTS
We thank our clients, vendors, investors and bankers for their
continued support during the year. We place on record our appreciation
of the contribution made by employees at all levels. Our consistent
growth has been made possible by their hard work, solidarity,
cooperation and support.
For and on behalf of the Board of Directors
Date- June 18, 2013 Kapil Kapoor
Place- Hongkong Chairman
Mar 31, 2012
The Directors have pleasure in presenting the sixth Annual Report
together with the audited accounts for the year ended March 31, 2012.
ABRIDGED PROFIT AND LOSS STATEMENT Rs in Million
Standalone Consolidated
FY2012 FY2011 FY2012 FY2011
I. Net Sales 3,756.38 2,936.21 3,903.04 3,217.31
2A Other Operating Income 14.46 3.92 15.80 5.55
2B Other Income 394.57 278.81 394.72 273.81
3. Total Income (1 2A 2B) 4,165.41 3,218.94 4,313.56 3,496.67
a) Network and other charges 93.17 100.38 104.66 110.11
b) Employees Cost 1,369.96 1,137.13 1,482.24 1,278.65
c) Advertising and Promotion
Cost 515.97 380.25 563.21 505.93
d) Depreciation/Amortization 76.61 71.15 83.21 80.04
e) Other Expenditure 368.75 341.44 607.26 516.85
4. Total Expenditure 2,424.46 2,030.35 2,840.58 2,491.58
5. EBITDA (3-4 3d) 1,817.56 1,259.74 1,556.19 1,085.13
6. Interest 0.67 0.77 0.67 0.80
7. Profit from Ordinary
Activities before tax (3-4-6) 1,740.28 1,187.82 1,472.31 1,004.29
8. Exceptional Item 3.53 (51.74) 8.33 (51.74)
9. Net Profit from Ordinary
Activities before tax (7-8) 1,736.75 1,239.56 1,463.98 1,056.03
10. Tax Expense 510.52 399.84 528.76 400.42
II. Net Profit from Ordinary
Activities after tax (9-10) 1,226.23 839.72 935.22 655.61
12. Extraordinary Item -
13. Net Profit after
tax (11 12) 1,226.23 839.72 935.22 655.61
14. Share in loss of Associate
companies - - 30.04 1.36
Standalone Consolidated
FY2012 FY2011 FY2012 FY2011
15. Share of Minority Interest
in the losses of Subsidiaries - - (13.68) 22.82
16. Reversal of Subsidiary
into associate - - (114.43) -
17. Net Profit for the year
(13-14-15-16) 1,226.23 839.72 1,033.29 631.43
FINANCIAL REVIEW (STANDALONE BASIS)
With a recovery in the business environment, Net sales increased by
27.9% from Rs 2,936 million in 2010-11 to Rs 3,756 million in 2011-12.
Total income increased by 29.4% to Rs 4,165 million in 2011-12.
The total cost went up by 19.4% in FY2011-12 over FY 2010-11 mainly
owing to increased employee cost and advertisement to build brands.
Since top-line growth was faster than expenditure growth operating
profit margins increased during 2011-12.
With healthy growth in total income and improved operational profit
margins, net profit before exceptional items and taxes increased by
46.5% from Rs 1,188 million in 2010-11 to Rs 1,740 million in 2011-12.
Net profit after taxes has increased by 46% from Rs 840 million in
2010-11 to Rs 1,226 million in 2011-12.
BONUS ISSUE
The Company made a bonus allotment of 54,590,512 bonus shares of face
value of Rs 10/- each in ratio of 1:1 (i.e. one equity share for every
one equity share already held) to the Members on June 25, 2012. With
this allotment, the total issued and paid-up capital of the Company has
increased to Rs 1,091,810,240/- comprising of 109,181,024 equity shares
of face value of Rs 10/- each.
DIVIDEND
Your Directors are pleased to recommended dividend @ Rs 1 per share for
the financial year 2011-12 on post bonus expanded paid-up capital (as
above), subject to the approval of the shareholders The proposed
dividend together with corporate dividend tax would mean an outflow of
Rs 126.89 million as compared to Rs 47.74 million last year.
TRANSFER TO RESERVES
Since the Board decided to recommend payment of dividend on post bonus
expanded capital base, the company provided for dividend which was 20%
on the paid-up capital as on 31 March 2012. Accordingly, the Company
transferred Rs 91.97 million to Reserves under Companies (Transfer of
Profit to Reserves Rules), 1975.
LISTING OF SHARES
The Company's shares are listed on Bombay Stock Exchange Ltd. (BSE) &
National Stock Exchange of India Ltd. (NSE) with effect from November
21, 2006, post its initial public offering (IPO).
OPERATIONS REVIEW
While the other businesses are gaining traction, your Company's primary
revenue generator is still the online recruitment classifieds and
related services through naukri.com. With improvements in the Indian
economy and hiring picking up, recruitment solutions had a good year in
2011-12. Net sales from recruitment increased by 25.4% from Rs 2,425
million in FY2011 to Rs 3,042 million in FY2012. Operating EBITDA from
recruitment increased by 41.2% from Rs 1,098 million in FY2011to Rs
1,550 million in FY 2012.
We also provide property, matrimonial, and education based classifieds
and related services through our portal 99acres.com, jeevansathi.com
and shiksha.com. With revenues from these other verticals increasing by
39.4%, their combined contribution to the company's net sales increased
to 19% in 2011-12. 99acres.com grew by 52.2% and shiksha.com grew by
85%. However, the Company would invest more to scale up these
businesses in FY 2012-13.
Detailed analysis of the performance of the Company and its businesses
has been presented in the section on Management Discussion and Analysis
of this Annual Report.
FUTURE OUTLOOK
The macro-economic scenario will be challenging in the next couple of
years The global economy has to deal with slow and sporadic
improvements in USA, complete economic recalibration in Europe and
lower than usual growth in China. While these external developments
will to some extent affect the Indian economy, much of the economic
slowdown in the country is due to internal reasons emanating from
issues related to socio- politics, environment and slow decision making
by key governmental agencies.
In this macro-economic milieu, while Info Edge's business might witness
some slowdown, much of it will be offset by the growing transformation
of physical transactions into online ones. In addition, the online
infrastructure is continuing to grow in India. Internet penetration and
broadband usage continued to show strong secular growth trends and even
today they are on the lower side in terms of penetration when compared
to similar developing countries in Asia. Therefore, the potential for
growth of internet enabled businesses is immense.
At Info Edge, we believe in this potential and are going to invest in
all our businesses primarily on people, product development, marketing
and brand building. The aim is to be domain leaders driving the
internet led economic growth of the country. For FY-2013, we remain
cautiously optimistic. The recruitment business is expected to maintain
its growth momentum. The real estate business has shown all signs in
FY-2012 of being close to the point of inflection for rapid growth. The
matrimonial business is expected to strengthen its market position in
its niche segments in north India, while the education business is
developing impressively. For your Company, FY2013 will be about gaining
from growth in the overall internet market and further consolidating
its position by focusing on gaining market share. The investee
companies are still developing their business models and will gain some
visibility on future prospects in the next 2 to 3 years
SUBSIDIARY COMPANIES
During FY 2011-12, Info Edge had five subsidiary companies- Naukri
Internet Services Private Limited and Jeevansathi Internet Services
Private Limited, which own internet domain names and related
trademarks, Allcheckdeals India Private Limited which provides
brokerage services in the real estate sector in India, Info Edge
(India) Mauritius Limited primarily to make overseas investments of the
Company and Applect Learning Systems Private Limited which is engaged
in business of kindergarten to class12 (K-12) assignment and tuitions
through its website meritnation.com.
OTHER STRATEGIC INVESTMENTS
Etechaces Marketing & Consulting Private Limited engaged in aggregation
and comparison of financial products including life insurance & general
insurance quote through its online portal policybazaar.com which was
our subsidiary last year had a fresh round of funding by us & Intel
Capital, pursuant to which it is an associate company now.
DC Foodiebay Online Services Private Limited which owns an online food
guide portal zomato.com, Ninety Nine Labels Private Limited which is
engaged in business of online retailing of fashion merchandise through
web portal 99labels.com, Kinobeo Software Private Limited which is in
business of providing online group deals through its web portal
mydala.com and Nogle Technologies Private Limited operating a online
content sharing platform www.floost.com.
The companies are treated as "Associate Companies" in our Consolidated
Financial Statements as per the Accounting Standards issued by
Institute of Chartered Accountants of India and notified by Ministry of
Corporate Affairs
During the financial year 2011-12, your Company invested about Rs 992.7
million into external businesses.
PARTICULARS OF EMPLOYEES
The particulars of employees required under Section 217 (2A) of the
Companies Act, 1956 and the rules there under, are required to be
annexed to this Report as Annexure. However, pursuant to the
provisions of Section 219(1)(b) (iv) of the Companies Act, 1956, the
Annual Report and Accounts are being sent to all the shareholders of
the Company without the above information. Any shareholder interested
in obtaining such particulars may write to the Company.
EMPLOYEES STOCK OPTION PLAN (ESOP)
Our ESOP schemes help us share wealth with our employees and have
retention oriented compensation program.
ESOP-2003 The Company made this initial plan when it was a private
limited unlisted company and therefore SEBI ESOP Guidelines were not
applicable to this scheme. The scheme was used to grant ESOPs till
listing i.e. November 2006 and thereafter, no fresh grants have been
made under the scheme. Options granted prior to November 2006 continue
to vest and exercised till their validity under this scheme.
ESOP-2007 (modified in June 2009) This is a SEBI compliant ESOP scheme
being used to grant stock based compensation to our Associates since
2007. This was approved by passing a special resolution in the Extra-
ordinary General Meeting (EGM) held on March 26, 2007 which was further
amended in June 2009 through approval of shareholders by Postal Ballot
by introducing Stock Appreciation Rights (SARs)/ Restricted Stock Units
(RSUs) and flexible pricing of ESOP/SAR Grants. The scheme is currently
used by the Company to make fresh ESOP/SAR grants.
Disclosures as required by clause 12 of the SEBI Employees Stock Option
Scheme and Employee Stock Purchase Scheme Guidelines, 1999 are annexed
to this report.
A certificate from M/s Price Waterhouse & Co., Statutory Auditors, with
regards to the implementation of the Company's Employee Stock Option
Scheme in line with SEBI Employees Stock Option Scheme and Employee
Stock Purchase Scheme Guidelines, 1999 would be placed in the ensuing
Annual General Meeting.
CORPORATE GOVERNANCE
Separate detailed chapters on Corporate Governance, Additional
Shareholder Information and Management Discussion and Analysis are
attached herewith and forms a part of this annual report.
PUBLIC DEPOSITS AND LIQUIDITY
We continue to be almost debt-free, and believe we maintain sufficient
cash to meet our strategic objectives. During FY 2011-12, your Company
has not accepted any deposits or raised any fresh equity from the
public.
ENERGY CONSERVATION, TECHNOLOGY ADOPTION AND FOREIGN EXCHANGE FLOWS
Since the Company is a service sector company and does not own any
manufacturing facility, the other particulars in the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1998 are not applicable. However, on a proactive basis, we are
disclosing the details of energy conservation and technology absorption
as part of annexure A to the directors' report. The particulars
regarding foreign exchange earnings and expenditure are furnished
below-
DIRECTORS
There has been no change in the directors of the company.
As per the requirements of Section 256 of the Companies two-thirds of
the Board shall consist of retiring directors out of which one third
shall retire at every annual general meeting. Accordingly, Mr. Kapil
Kapoor and Ms. Bala Deshpande shall retire and being eligible offer
themselves for re-appointment in the ensuing Annual General Meeting.
INTERNAL CONTROL SYSTEMS
The Company has in place adequate systems of Internal Control to ensure
compliance with policies and procedures. The Company has appointed an
external professional firm as Internal Auditor. The audit is regularly
carried out to review the internal control systems & processes. The
Internal Audit Reports along with implementation and recommendations
contained therein are constantly reviewed by the Audit Committee of the
Board.
AUDITORS
M/s. Price Waterhouse & Co., Chartered Accountants hold office until
the conclusion of forthcoming Annual General Meeting and being eligible
offer themselves for re-appointment.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors confirm that:
- in the preparation of the annual accounts, the applicable accounting
standards have been followed;
- they have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent, so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profits of the
Company for the year;
- they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
and
- they have prepared the annual accounts on a going concern basis.
NOTES TO ACCOUNTS
There was no qualification in the Auditors Report and both the Auditors
Report & notes on accounts are self- explanatory.
ACKNOWLEDGMENTS
We thank our clients, vendors, investors and bankers for their
continued support during the year. We place on record our appreciation
of the contribution made by employees at all levels. Our consistent
growth has been made possible by their hard work, solidarity,
cooperation and support.
Date: June 28, 2012
Place: Hongkong
For and on behalf of the
Board of Directors
Kapil Kapoor
Chairman
Mar 31, 2011
The Directors have pleasure in presenting the fifth Annual Report
together with the audited accounts for the year ended March 31, 2011.
STANDALONE FINANCIAL RESULTS (Rs. MILLiON)
PARTICULARS 2010-11 2009-10
Revenue
Net sales 2,936.21 2,322.23
Other income 282.74 320.14
Total income 3,218.95 2,642.37
Expenditure
Advertising and Promotion Cost 380.25 374.04
Administration and Other
expenses 320.48 294.33
Personnel expenses 1,137.13 879.50
Network and other charges 100.38 89.68
Depreciation 71.15 61.07
Finance & Other Charges 21.74 19.25
Total expenditure 2,031.13 1,717.87
Net profit before exceptional 1,187.82 924.50
item and tax
Exceptional Item (51.74) 37.74
Tax 399.84 317.48
Net profit after tax 839.72 569.28
Financial Review
With a recovery in the business environment, Net sales increased by
26.4% from Rs.2,322.2 million in 2009-10 to Rs.2,936.2 million in
2010-11 and Total income increased by 21.8% to Rs.3,218.9 million in
2010-11.
While employee costs went up as a ratio to net sales (as an investment
into the newer/ similar verticals), Info Edge controlled the other key
expenses, namely advertising and promotion costs, administration and
other expenses and network and other charges. Consequently, total
expenditure increased by 18.2% from Rs.1,717.9 million in 2009-10 to
Rs.2,031.1 million in 2010-11. Since top-line growth was faster than
expenditure growth operating profit margins increased during 2010-11.
With healthy growth in total income and improved operational profit
margins, net profit before exceptional items and taxes increased by
28.5% from Rs.924.5 million in 2009-10 to Rs.1,187.8 million in
2010-11. During the year there has been an exceptional income item net
of taxes worth Rs.37.1 million from sale of shares of makemytrip. com.
Net profit after taxes has increased by 47.5% from Rs.569.3 million in
2009-10 to Rs.839.7 million in 2010-11.
DIVIDEND
Your Directors are pleased to recommended dividend at the rate Rs.0.75
per share for the financial year 2010-11, subject to the approval of
the shareholders. The proposed dividend together with corporate
dividend tax would mean an outflow of Rs.47.74 million as compared to
Rs.23.95 million last year due to bonus issue & consequent increase in
the paid-up shares of the Company.
Bonus issue
During 2010-11, your Company issued 27,295,256 bonus shares of face
value of Rs.10/- each in ratio of 1:1 (i.e. one equity share for every
one equity share already held), to the shareholders as on record date.
With this allotment, the total issued and paid-up capital of the
Company has increased to Rs.545,905,120/- ( Rupees Fifty Four Crores
Fifty Nine Lacs Five Thousand One Hundred and Twenty only) comprising
of 54,590,512 equity shares of face value of Rs.10/- each.
LISTING OF SHARES
The Companys shares are listed on Bombay Stock Exchange Limited (BSE)
& National Stock Exchange of India Limited (NSE) with effect from
November 21, 2006, post its initial public offering (IPO)
TRANSFER TO RESERVES
Since your company is not paying dividend exceeding 10% of the paid-up
capital, the Companies (Transfer of Profit to Reserves) Rules, 1975 is
not applicable.
OPERATIONS Review
While the other businesses are gaining traction, you Companys primary
revenue generator is still the online recruitment classifieds and
related services through naukri.com and quadrangle business divisions.
With improvement in the Indian economy and hiring picking up,
recruitment solutions had a good year in 2010-11. Net sales from
recruitment increased by 24.1% from Rs.1,954 million in FY2010 to
Rs.2,425 million in FY2011 and operating EBIDTA from recruitment
increased by 36.7% from Rs.803 million in FY2010 to Rs.1,097 million in
FY2011.
We also provide matrimonial, property and education based classifieds
and related services through our portal jeevansathi.com, 99acres.com
and shiksha.com. With revenues from these other verticals increasing
by 42%, their combined contribution to the companys net sales
increased to 17% in 2010-11. While jeevansathi. com witnessed a 11%
growth in revenues, driven by an improvement in the Indian real estate
market, 99acres. com grew by 72% and broke even during 2010-11.
Shiksha.com is in the early stage of development and is getting good
response.
Detailed analysis of the performance of the Company and its businesses,
including initiatives in the area of Human Resources, Information
Technology, has been presented in the section on Management Discussion
and Analysis of this Annual Report.
FUTURE outlook
India has an ideal demographic structure for high utilisation of the
medium of internet. However, internet penetration has been abysmally
low mainly due to poor connectivity and high cost of usage. With both
these factors improving, internet penetration is growing rapidly in the
last two years. If this growth of rate of penetration is maintained,
then the internet will become a significant medium for transactions and
information sharing in India. At Info Edge we are fairly confident
that we are poised for such internet based growth in India. There might
be a slight temporary slowdown in the economy in the near term but the
long term trajectory is positive. We are fairly optimistic of the
future for well established internet businesses like ours in India.
We will continue to focus internally on improving our products, our
sale channels and our internal processes and systems. We are gaining
market share across businesses and are confident of maintaining this
trend. We will continue to invest in developing the matrimonial, real
estate, and education businesses, and in emerging technologies like
BWA, mobile apps and 3G.
SUBSIDIARY COMPANIES
During FY2010-11, Info Edge had seven subsidiary companies - Naukri
Internet Services Private Limited and Jeevansathi Internet Services
Private Limited, which own internet domain names and related
trademarks, Allcheckdeals India Private Limited which provides
brokerage services in the real estate sector in India, Info Edge
(India) Mauritius Limited primarily to make overseas investments of the
Company and Info Edge USA Inc. Investee Companies -Applect Learning
Systems Private Limited, engaged in the business of kindergarten to
class12 (K-12) assessment & tuition portal and Etechaces Marketing &
Consulting Private Limited, engaged in comparison of financial products
(mainly life & general insurance).
OTHER STRATEGIC INVESTMENTS
During the financial year 2010-11, your Company committed an investment
of Rs.47 million in DC Foodie Bay Online Services Private Limited
(www.zomato.com) which is an online food guide and restaurant directory
business. Your Company also committed an investment of Rs.10 million in
Nogle Technologies Private Limited (www.blinkk.me) which is initiating
an online information sharing portal.
The company has also committed the following investments during
April-June 2011
- Rs.90 million in Kinobeo Software Private Limited, engaged in
business of providing online group deals through their website
www.mydala.com; - An additional investment of Rs.100 million in
Etechaces Marketing and Consulting Private Limited. The Company had
already committed to invest Rs.200 million in the first round till
FY2010-11;
- Rs.157 million through an equity stake in Ninety Nine Labels Private
limited, engaged in online retailing of merchandise e.g. clothes,
perfumes, fashion accessories, vouchers and discount deals on the
internet, principally through the web portal www.99labels.com. The
investment is through a mix of buying out some existing shareholders
while the major portion is directly into the Company to enable it to
invest in its business.
PARTICULARS OF EMPLOYEES
The particulars of employees required under Section 217 (2A) of the
Companies Act, 1956 and the rules there under, are required to be
annexed to this Report as Annexure. However, pursuant to the
provisions of Section 219(1)(b) (iv) of the Companies Act, 1956, the
Annual Report and Accounts are being sent to all the shareholders of
the Company without the above information. Any shareholder interested
in obtaining such particulars may write to the Company.
EMPLOYEES STOCK OPTION PLAN (ESOP)
Our ESOP schemes help us share wealth with our employees and have
retention oriented compensation program.
ESOP-2003 The Company made this initial plan when it was a private
limited unlisted company and therefore SEBI ESOP Guidelines were not
applicable to this scheme. The scheme was used to grant ESOPs till
listing i.e. November 2006 and thereafter, no fresh grants have been
made under the scheme. Options granted prior to November 2006 continue
to vest and exercised till their validity under this scheme.
ESOP-2007 (modified in June 2009) The Company introduced a new SEBI
compliant ESOP scheme, which was approved by passing a special
resolution in the Extra- ordinary General Meeting (EGM) held on March
26, 2007 which was further amended in June 2009 through approval of
shareholders by Postal Ballot by introducing Stock Appreciation Rights
(SARs)/ Restricted Stock Units (RSUs) and flexible pricing of ESOP/SAR
Grants. The scheme is currently used by the Company to make fresh
ESOP/SAR grants.
Disclosures as required by clause 12 of the SEBI Employees Stock Option
Scheme and Employee Stock Purchase Scheme Guidelines, 1999 are annexed
to this report.
CORPORATE GOVERNANCE
Separate detailed chapters on Corporate Governance, Additional
Shareholder Information and Management Discussion and Analysis are
attached herewith and forms a part of this annual report.
PUBLIC DEPOSITS AND LIQUIDITY
We continue to be almost debt-free, and believe we maintain sufficient
cash to meet our strategic objectives. During 2010- 11, your Company
has not accepted any deposits or raised any fresh equity from the
public.
ENERGY CONSERVATION, TECHNOLOGY ADOPTION AND FOREIGN EXCHANGE FLOWS
Since the Company is a service sector company and does not own any
manufacturing facility, the other particulars in the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1998 are not applicable. However, on a proactive basis, we are
disclosing the details of energy conservation and technology absorption
as part of annexure A to the directors report. The particulars
regarding foreign exchange earnings and expenditure are furnished
below.
(Rs. MILLION)
PARTICULARS 2010-11 2009-10
Foreign exchange earnings
Sales 289.49 244.54
Total Inflow 289.49 244.54
Foreign exchange outgo
Travel 1.58 2.13
Expenses on server, etc 54.30 56.90
Promotion and Marketing 3.70 7.90
Foreign Branch Expenses 36.78 30.92
Others 4.94 7.33
Total Outflow 101.30 105.18
Net Foreign exchange inflow 188.19 139.36
DIRECTORS
There has been no change in the directors of the company, however, the
Board re-designated the three Whole-time Directors. Mr. Hitesh Oberoi
was appointed as Managing Director & Chief Executive Officer in place
of Mr. Sanjeev Bikhchandani who transited to the role of Founder and
Executive Vice Chairman.
Mr. Bikhchandani will continue to be actively involved in the business
and will focus primarily on strategic matters, investments and
acquisitions while Mr. Oberoi will oversee the current businesses of
the company. Both Mr. Bikhchandani and Mr. Oberoi will report directly
to the Board. Mr. Ambarish Raghuvanshi, the current Chief Financial
Officer & Whole-time Director, transited to the role of Group President
-Finance and Chief Financial Officer.
Their initial term of five years was completed on April 26, 2011 and
the Board of Directors in their meeting held on April 28, 2011
re-appointed Mr. Sanjeev Bikhchandani as Executive Vice-Chairman, Mr.
Hitesh Oberoi as Managing Director & CEO, and Mr. Ambarish Raghuvanshi
as Whole- time Director ,CFO & Group President-Finance for a period of
five years w.e.f. April 27, 2011 on terms and conditions as mentioned
in the notice of Annual General Meeting.
As per the requirements of Section 256 of the Companies Act, 1956,
two-thirds of the Board shall consist of retiring directors out of
which one third shall retire at every annual general meeting.
Accordingly. Mr. Saurabh Srivastava and Mr. Naresh Gupta shall retire
and being eligible offer themselves for re-appointment in the ensuing
Annual General Meeting.
INTERNAL CONTROL SYSTEMS
The Company has in place adequate systems of Internal Control to ensure
compliance with policies and procedures. The Company has appointed an
external professional firm as Internal Auditor. The Audits of all the
units of the Company are regularly carried out to review the internal
control systems & processes. The Internal Audit Reports along with
implementation and recommendations contained therein are constantly
reviewed by the Audit Committee of the Board.
AUDITORS
M/s. Price Waterhouse & Co., Chartered Accountants hold office until
the conclusion of forthcoming Annual General Meeting and being eligible
offer themselves for re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors confirm that:
- In the preparation of the annual accounts, the applicable accounting
standards have been followed;
- they have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent, so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profits of the
Company for the year;
- they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
- they have prepared the annual accounts on a going concern basis.
NOTES TO ACCOUNTS
There was no qualification in the Auditors Report and both the Auditors
Report & notes on accounts are self explanatory.
ACKNOWLEDGMENTS
We thank our clients, vendors, investors and bankers for their
continued support during the year. We place on record our appreciation
of the contribution made by employees at all levels. Our consistent
growth has been made possible by their hard work, solidarity,
cooperation and support.
Date- June 17, 2011
Place- Hong Kong
For and on behalf of the Board of Directors
Kapil Kapoor
Chairman
Mar 31, 2010
The Directors have pleasure in presenting the fourth Annual Report
together with the audited accounts for the year ended March 31, 2010.
FINANCIAL RESULTS (RS MILLION)
PARTICULARS 2009-10 2008-09
Revenue
Net sales 2,322.23 2,451.66
Other income 320.14 286.30
Total Income 2,642.37 2,737.96
Expenditure
Advertising and Promotion Cost 374.04 433.20
Administration and Other
expenses 303.24 324.92
Personnel expenses 870.99 933.88
Network and other charges 89.28 90.41
Depreciation 61.07 71.10
Finance & Other Charges 19.25 17.26
Total expenditure 1,717.87 1,870.77
Net profit before exceptional
item and tax 924.50 867.19
Exceptional Item 37.74 0
Tax 317.48 270.33
Net Profit after Tax 569.28 596.86
FINANCIAL REVIEW
Net Sales decreased by 5% from Rs.2451.66 million in 2008-09 to
Rs.2322.23 million in 2009-10. Other income increased by 12% to
Rs.320.14 million in 2009-10, primarily interest income from banks.
Total income decreased by 3% from Rs.2737.96 million in 2008-09 to
Rs.2642.37 million in 2009-10.
Total expenditure decreased by 8% from Rs.1870.77 million in 2008-09 to
Rs.1717.87 million in 2009-10. There was a conscious effort to
optimize advertisement and promotion expenditure. In fact, advertising
and promotion costs decreased by 14% from Rs.433.20 million in 2008-09
to Rs.374.04 million in 2009-10.
Profit before tax increased by 2% from Rs. 867.19 million in 2008-09 to
Rs.886.77 million (net of exceptional item) in 2009-10. Profit after
tax decreased by 5% to Rs.569.28 million in 2009-10. The exceptional
item of Rs 37.74 million is on account of a provision made for
permanent dimunition in carrying value of the investment in Studypaces
Inc, USA through the Mauritian subsidiary.
DIVIDEND
Your Directors are pleased to recommend dividend at the rate Re. 0.75
per share for 2009-10, subject to the approval of the shareholders. The
proposed dividend together with corporate dividend tax would mean an
outflow of Rs. 23.95 million.
TRANSFER TO RESERVES
Since your Company is not paying a dividend exceeding 10% of the
paid-up capital, the Companies (Transfer of Profits to Reserves) rules,
1975 is not applicable.
OPERATIONS REVIEW
In terms of revenue, our primary business remains online recruitment
classifieds and related services through naukri.com and quadrangle
business divisions. This business was under stress due to reduction in
recruitment in India. Revenues from the recruitment solutions business
decreased by 8% from Rs.2117 million in 2008-09 to Rs.1954 million in
2009-10. This vertical now generates around 84% of the companys net
sales. We also provide matrimonial and property related classifieds and
related services through our portal jeevansathi.com and 99acres
.com. With revenues from these other verticals increasing
by 10%, their combined contribution to the companys net sales
increased to 16% in 2009-10. Jeevansathi.com continues to perform well
and was close to breaking even in 2009-10. The newly launched
shiksha.com received encouraging customer response.
Detailed analysis of the performance of the Company and its businesses,
including initiatives in the area of Human Resources, Information
Technology, has been presented in the section on Management Discussion
and Analysis of this Annual Report.
FUTURE OUTLOOK
We remain cautiously optimistic about the long term prospects of the
company. The long term trends of a demographic change towards upwardly
mobile younger population in India and the steady increase in internet
penetration continue to support growth of internet based businesses
like Info Edge. Early trends in the last half of 2009-10 suggest that
economic conditions are fast improving in India and both the
recruitment and the real estate sector are seeing increased activity.
By focusing internally on improving our products, our sale channel and
our internal processes and systems, we have come out stronger from the
economic slowdown. We are gaining market share across businesses and
are confi dent of maintaining this trend. We will continue to invest in
the developing matrimonial, realesate and education businesses.
SUBSIDIARY COMPANIES
As of March 31, 2010, Info Edge has six subsidiary companies - Naukri
Internet Services Private Limited and Jeevansathi Internet Services
Private Limited, which own internet domain names and related
trademarks, Allcheckdeals India Pvt Limited which provides brokerage
services in the Indian real estate sector, Info Edge (India) Mauritius
Limited for making overseas investments of the Company and Info Edge
USA Inc. Applect Learning Systems Pvt. Ltd., an investee company
engaged in the business of kindergarden to class12 (K-12) assessment &
tuition portal is the new entry to the list of subsidiary companies.
PARTICULARS OF EMPLOYEES
We continue to focus on our employees. We did not undertake any salary
cuts or lay-offs during the slowdown. We continue to focus on training
activities specifi cally on the sales side. We entered into corporate
tie up with ISB for competency building in Senior Management through
ISB Executive Education Programs. The HRIS system implemented in FY
2008-09 stabilized during the year and some of the functionalities were
automated.
The particulars of employees required under Section 217 (2A) of the
Companies Act, 1956 and the rules there under, are required to be
annexed to this Report as Annexure. However, pursuant to the provisions
of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report
and Accounts are being sent to all the shareholders of the Company
without the above information. Any shareholder interested in obtaining
such particulars may write to the Company.
EMPLOYEES STOCK OPTION PLAN (ESOP)
We had adopted an ESOP scheme in 2004 to include our employees in
wealth sharing and in adopting a more retention oriented compensation
program. As the Company was a private limited unlisted company at that
time, therefore SEBI ESOP Guidelines were not applicable to our old
ESOP scheme. The Company introduced a new SEBI compliant ESOP scheme,
which was approved by passing a special resolution in the
Extra-ordinary General Meeting (EGM) held on March 26, 2007 which was
further amended in June 2009 through approval of shareholders by Postal
Ballot by introducing Stock Appreciation Rights (SARs) and flexible
pricing of ESOP/ SAR Grants.
Disclosures as required by clause 12 of the SEBI Employees Stock Option
Scheme and Employee Stock Purchase Scheme Guidelines, 1999 are annexed
to this report.
A certificate M/s Price Waterhouse, Statutory Auditors, with regards to
the implementation of the Companys Employees Stock Option Schemes,
would be placed before the shareholders in the Annual General Meeting.
CORPORATE GOVERNANCE
Separate detailed chapters on Corporate Governance, Additional
Shareholder Information and Management Discussion and Analysis are
attached herewith and forms a part of this annual report.
PUBLIC DEPOSITS AND LIQUIDITY
We continue to be almost debt-free, and believe we maintain sufficient
cash to meet our strategic objectives. During 2009-10, your Company
has not accepted any deposits or raised any fresh equity from the
public.
ENERGY CONSERVATION, TECHNOLOGY ADOPTION AND FOREIGN EXCHANGE FLOWS
Since the Company is a service sector company and does not own any
manufacturing facility, the other particulars in the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1998 are not applicable. However, on a proactive basis, we are
disclosing the details of energy conservation and technology absorption
as part of annexure A to the directors report. The particulars
regarding foreign exchange earnings and
expenditure are furnished below. (RS MILLION)
PARTICULARS 2009-10 2008-09
Foreign Exchange Earnings
Sales 244.54 290.44
Total Inflow 244.54 290.44
Foreign Exchange Outgo
Travel 2.13 0.58
Expenses on server, etc 56.9 58.47
Promotion and Marketing 7.90 4.45
Foreign Branch Expenses 30.92 26.17
Others 7.33 10.03
Total Outflow 105.18 99.70
Net Foreign Exchange Flow 139.36 190.74
LISTING OF SHARES
The Companys shares are listed on Bombay Stock Exchange Ltd. (BSE) &
National Stock Exchange of India Ltd. (NSE) with effect from November
21, 2006, post its initial public offering (IPO)
DIRECTORS
Mr. Sandeep Murthy, Nominee of Murugan Capital and Sherpalo LLC
Mauritius resigned from the Board w.e.f. 30 April 2010 consequent to
the investors having sold most of the shares held by them. The Board
appreciates his contribution to the Company and wish him all the best
for his future endeavors.
As per the requirements of Section 256 of the Companies two-third of
the Board shall consist of retiring directors out of which one third
shall retire at every annual general meeting. Accordingly. Mr. Arun
Duggal and Mr. Ashish Gupta shall retire and shall be re-nominated for
election for Directorship in the ensuing AGM.
INTERNAL CONTROL SYSTEMS
The Company has in place adequate systems of Internal Control to ensure
compliance with policies and procedures. The Company has appointed an
external professional firm as Internal Auditor. The Audits of all the
units of the Company are regularly carried out to review the internal
control systems & processes. The Internal Audit Reports along with
implementation and recommendations contained therein are constantly
reviewed by the Audit Committee of the Board.
AUDITORS
The Board of Directors propose to appoint M/s Price Waterhouse & Co.,
Chartered Accountants as Auditors of the Company in place of M/s. Price
Waterhouse, Chartered Accountants, the retiring auditors who have
expressed their inability for reappointment.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors confirm that:
- in the preparation of the annual accounts, the applicable accounting
standards have been followed;
- they have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent, so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profits of the
Company for the year;
- they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;
and
- they have prepared the annual accounts on a going concern basis.
NOTES TO ACCOUNTS
The observation of auditors and notes on accounts are self explanatory
CLARIFICATION ON POINT NO. 3 (IX) (B) OF AUDITORS REPORT
A demand of Rs. 25.74 million was raised by Income Tax department in
reference to scrutiny assessment of AY 2007-08. This demand was
erroneously computed by the Income Tax Department and the company
hasfi led arectifi cation application with correct computation of
Rs. 5.34 million and also against that has deposited Rs. 3 million
under protest. An appeal has duly been filed with Commissioner of
Income Tax (Appeals)pending hearing.
ACKNOWLEDGMENTS
We thank our clients, vendors, investors and bankers for their
continued support during the year. We place on record our appreciation
of the contribution made by employees at all levels. Our consistent
growth has been made possible by their hard work, solidarity,
cooperation and support
For and on behalf of
the Board of Directors
Kapil Kapoor
Chairman
Date: June 28, 2010
Place: Connecticut, USA
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