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Info Edge India

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Directors Report Year End : Mar '19    Mar 18

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 Auditor’s 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)

Standalone

Consolidated

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 Company’s 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 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 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 “Recruitment Solutions”, “99acres” and the “Others” 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 Company’s 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, 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 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 students’ or applicants’ details bought by colleges and their agents.

With revenues from these other verticals increasing by 8.21%, their combined contribution to the Company’s 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. (“Etechaces”). 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 (“PIOF”) 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, 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 subsidiary, Makesense Technologies Ltd, (“MTL”) 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, Company’s 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 men’s grooming range (“Ustra”) 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 one’s 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 ‘Blue Dolphin’ 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 “Unnati Recruiter” 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 “Wishbook catalog App”, 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 ‘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.

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 (“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 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 ‘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.

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 “Associate Companies/Joint Venture”, 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 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 Company’s 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 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 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

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 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 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 Directors’ 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 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 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 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.

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 shareholders’ 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 shareholders’ 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 AUDITOR’S 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 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 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 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 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 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 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 (“BR Report”) 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 “Business Responsibility Report” 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 Directors’ 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 “Green Initiative” 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 “Green Initiative”, the Company has decided to forego the practice of printing financial statements of its subsidiaries as part of the Company’s 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 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.

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 People’ 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 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 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.

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 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 Employees’ 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 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 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 Company’s organizational culture upholds professionalism, integrity and continuous improvement across all functions, as well as efficient utilization of the Company’s 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 Company’s 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

Source : Dion Global Solutions Limited
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