PB Fintech Ltd
Directors Reports
Dear Member(s),
The Board of Directors of your Company have immense pleasure in presenting the
Fifteenth (15th) Director's Report on the business and operations of the PB Fintech
Limited ("the Company") for the financial year ended March 31, 2023.
COMPANY OVERVIEW AND STATE OF COMPANY AFFAIRS
The Company is an operating cum holding company. The Company launched Policybazaar, its
flagship platform, in 2008 and launched Paisabazaar in 2014. It has built the largest
online marketplaces to provide convenient access to insurance, credit and other financial
products. It's main focus is to create awareness amongst Indian households about the
financial impact of death, disease and damage. The Company's Policybazaar and Paisabazaar
platform offerings address the large and highly underpenetrated online insurance and
lending markets. The revenue is derived from various services provided to insurance
companies and banks/lenders, ranging from transaction support, platform development and
marketing activities.
Policybazaar.com is a consumer-centric platform that enables customers to seek online
research-based purchases of insurance products and increase transparency. By partnering
with insurer companies, it provides consumers with a wide choice while guiding them with
the policy purchase that best suit their requirements. Through Policybazaar platform, it
also provides corporate insurance, including employee benefit policies such as Group Term
& Group Health insurance as well as property and liability coverage. For life
insurance and general insurance products, the user can compare term insurance, pension or
retirement plans, child plans, endowment plans, tax-saving plans and unit linked plans,
health insurance or mediclaim plans, four- wheeler insurance, two-wheeler insurance,
travel insurance and home insurance products.
MSME and Corporate insurance vertical along with our investee company GetVisit, has
built a very strong platform for enhancing engagement and service capabilities. GetVisit
offers an integrated health-tech platform to Corporates for their employee health benefits
management and is engaged in connecting certified doctors, counsellors and coaches to
individuals through its web and mobile applications. It provides access to health care
services by disseminating healthcare information and data to its Consumers through the
website, mobile application and arranges for the provision of health care services to its
users.
The group also operates paisabazaar.com which is a facilitator for comparison and
application for banking products and acts as a digital facilitator between customers and
banks/financial institutions. It has partnerships with large banks, NBFCs and fintech
lenders who offer a wide choice of product offerings on the platform across personal
credit categories, including personal loans, business loans, credit cards, home loans and
loans against property. It runs India's largest credit awareness initiative in partnership
with all four credit bureaus in the country, offering free access to credit reports.
In 2018, the Company started operations in United Arab Emirates (UAE) through one of
the wholly owned subsidiaries, PB Fintech FZ-LLC, which operates an online financial
marketplace in UAE. With the main focus on health and life insurance, we are also
diversifying into financial products including personal lending and credit cards in UAE.
It has entered into a technical/API integration partnership with Al Etihad Credit Bureau
(AECB) to implement real-time eligibility checks for credit card applications based on the
AECB credit score and banks' approval criteria. Customers of PB Fintech FZ-LLC can apply
for credit cards with an immediate indication of the likelihood of their application being
pre-approved based on their AECB credit score.
The Company is listed on BSE Limited (BSE') and the National Stock Exchange of
India Limited (NSE').
FINANCIAL SUMMARY AND HIGHLIGHTS
A brief overview on Standalone and Consolidated Financial Performance for the Financial
Year (FY') ended March 31,2023 is as follows:
|
|
|
|
(Rs in Lacs) |
s. |
Standalone |
Consolidated |
.. Particulars No. |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
1 Revenue from Operations |
13,414.58 |
10,318.36 |
2,55,784.71 |
1,42,489.01 |
2 Add: Other Income |
19,473.71 |
11,424.79 |
25,899.21 |
12,538.85 |
3 Total Income (1 +2) |
32,888.29 |
21,743.15 |
2,81,683.92 |
1,55,027.86 |
Expenditure |
|
|
|
|
a. Employee benefit expense |
38,197.50 |
48,380.38 |
1,53,960.01 |
1,25,554.10 |
b. Depreciation and amortization expense |
373.90 |
389.57 |
6,382.17 |
4,283.97 |
c. Advertising and promotion expense |
302.67 |
378.16 |
1,35,724.64 |
86,445.25 |
d. Network and internet expenses |
461.44 |
356.17 |
9,686.34 |
6,951.60 |
e. Other expense |
878.82 |
2,148.54 |
22,573.82 |
13,771.54 |
4 Total Expenditure |
40,214.33 |
51,652.82 |
3,28,326.98 |
2,37,006.46 |
5 EBITDA (3-4+3b) |
-6,952.14 |
-29,520.10 |
-40,260.89 |
-77,694.63 |
6 Finance costs |
89.70 |
114.84 |
2,136.26 |
1,356.78 |
7 Profit/ (Loss) before Tax (3-4-6) |
-7,415.74 |
-30,024.51 |
-48,779.32 |
-83,335.38 |
8 Share of loss of associates |
- |
- |
-16.52 |
-3.88 |
9 Net (Loss)/Profit before Tax (7-8) |
-7,415.74 |
-30,024.51 |
-48,795.84 |
-83,339.26 |
10 Tax expense |
-0.13 |
-56.14 |
-1.92 |
-47.96 |
11 Net (Loss)/Profit after Tax (9-10) |
-7,415.61 |
-29,968.37 |
-48,793.92 |
-83,291.30 |
Other Comprehensive Income |
|
|
|
|
Items that may be reclassified to profit or loss |
|
|
|
|
Exchange differences on translation of foreign operations |
- |
- |
500.47 |
169.58 |
Changes in the fair value of debt instruments at FVOCI [Gain/(Loss)] |
- |
- |
-1.91 |
- |
Items that will not be reclassified to profit or loss |
|
|
|
|
Share of other comprehensive lncome/(loss) of associate |
- |
- |
- |
0.80 |
Remeasurement of post employment benefit obligations [Gain/(Loss)] |
19.17 |
94.17 |
-227.08 |
-141.25 |
Income Tax relating to Items that will not be reclassified to profit and loss |
- |
- |
0.06 |
-0.21 |
12 Other Comprehensive Income for the year, net of tax |
19.17 |
94.17 |
271.54 |
28.92 |
13 Total Comprehensive Income for the year |
-7,396.44 |
-29,874.20 |
-48,522.38 |
-83,262.38 |
STANDALONE FINANCIAL STATEMENTS
The above figures are extracted from the audited financial statements prepared in
accordance with Indian Accounting Standards (Ind AS) as specified in the Companies (Indian
Accounting Standard) Rules, 2015, as amended in terms of Regulation 33 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulation, 2015 (the "SEBI Listing
Regulations").
On a standalone basis, the Company's revenue from operations for FY23 was Rs13,414.58
lacs in the financial year under review, as against T10,318.36 lacs in the FY22, an
increase of around 30.01 % year on year.
The total income of the Company stood at Rs32,888.29 Lacs up by 51.26% for FY23 from
Rs21,743.15 Lacs for FY22. The other income of the Company contributed Rs19,473.71 Lacs to
the total income for FY23.
The total expenses for the year stood at 740,214.33 Lacs down by 22.14% for the FY23
from 751,652.82 Lacs for the FY22.
EBITDA, for the year, was increased by 76.45% over previous year and stood at
7(6,952.14) Lacs in comparison with (29,520.10) Lacs in FY22. Loss before tax (PBT) from
ordinary activities is 7(7415.74) Lacs in FY23 as against 7(30,024.51) Lacs in FY22.
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 based on the audited financial
statements of the Company, its subsidiaries and associate companies, as approved by their
respective Board of Directors. Flowever, for the purpose of consolidation of financial
statements of the Company as regards the investment in PB Fintech FZ-LLC, YKNP Marketing
Management and Zphin Computer Systems and Software Designing- Sole Proprietorship L.L.C.,
unaudited financial statements have been considered.
On a consolidated basis, your Company, achieved net revenue of 72,55,784.71 Lacs during
the year under review as against 71,42,489.01 Lacs during the previous financial year, up
by 79.51 % year on year.
The total consolidated income of the Company stood at 2,81,683.92 Lacs increased by
81.70% for FY23 from 7 1,55,027.86 Lacs for FY22. The Net loss for the financial year
under review was 7 (48,793.92) as against a loss of 7 (83,291.30) lacs in the previous
financial year.
EBITDA, on a consolidated basis, for the year, stood at 7 (40,260.89) Lacs in
comparison with 7 (77,694.63) Lacs in FY22. Total Comprehensive Income, in FY23, is
reported to be 7 (48522.38) Lacs in comparison to total Comprehensive Income of 7
(83,262.38) Lacs in FY22.
DIVIDEND
Since the Company did not make any profit during the financial year, the Directors of
your Company do not recommend any dividend for the financial year under review.
TRANSFER TO RESERVES
In view of the losses during the financial year, no amount is proposed to be
transferred to the reserve, except as required under any statute.
UTILISATION OF IPO PROCEEDS
During the year under review, the IPO proceeds were utilized as per the objects stated
in the prospectus of the Company and pursuant to Regulation 32 of the SEBI Listing
Regulations. There were no instances of deviation(s) or variation in the utilization of
proceeds as mentioned in the objects stated in the Prospectus dated November 8, 2021, in
respect of the Initial Public Offering of the Company. The Company has obtained Monitoring
Agency Reports from ICICI Bank Limited ("Monitoring Agency") in terms of
Regulation 41 of the Securities & Exchange Board of India (Issue of Capital &
Disclosure Requirements) Regulations, 2018, as amended from time to time, for the quarter
ended June 30, 2022, September 30, 2022, December 31, 2022 and March 31, 2023 to monitor
the utilization of IPO proceeds.
The Company has submitted the statements) and report as required under Regulation 32 of
the SEBI Listing Regulations to both the exchanges where the shares of the Company are
listed, namely, National Stock Exchange of India Limited ("NSE") and BSE Limited
("BSE") on timely basis.
SHARE CAPITAL
During the year under review, your Company has increased its issued, subscribed and
paid-up share capital pursuant to the resolution of the Nomination and Remuneration
Committee of the Board of Directors passed through circulation on November 21, 2022 from
789,89,99,612/- divided into 44,94,99,806 equity shares of 72/- each to 790,02,32,698/-
divided into 45,01,16,349 equity shares of 72/- each consequent to the allotment of
6,16,543 equity shares of 72/- each to eligible employees who have exercised stock options
under PB Fintech Employees Stock Option Plan 2021. The listing and trading approval for
the 6,16,543 equity shares was granted by National Stock Exchange of India Limited and BSE
Limited on December 13, 2022 vide their letter no NSE/LIST/2022/33629 and LOD /ESOP/TP/No.
120/ 2022-2023 respectively and admitted to trade w.e.f. December 14, 2022.
The authorized share capital of the Company is 7100,00,00,000/- divided into
49,05,00,000 equity shares of 72/- each and 9,50,000 preference shares of 720/- each.
Your Company has not issued shares with differential voting rights and sweat equity
shares during the FY 2022-23.
LISTING
The Company's shares are listed on BSE Ltd. (BSE) & National Stock Exchange of
India Ltd. (NSE) with effect from November 15, 2021, post its initial public offering
(IPO). The annual listing fees for FY 2022-23 to BSE and NSE has been paid.
FIXED DEPOSITS
Your Company has not accepted any public deposits during the year under review from the
public/members pursuant to the provisions of Sections 73 and 74 of the Companies Act, 2013
read together with the Companies (Acceptance of Deposits) Rules, 2014.
DOWNSTREAM INVESTMENT
During the year under review, the non-residents' shareholding in the Company is more
than 50% and the Company qualifies to be an Indian company owned by person's resident
outside India i.e. Foreign Owned or Controlled Company ("FOCC"). Your Company
has complied with all applicable provisions under the Companies Act, 2013 and Foreign
Exchange Management (Non-debt Instruments) Rules, 2019 in relation to investment and the
certificate from Statutory Auditors in respect to downstream investment compliance under
Foreign Exchange Management (Nondebt Instruments) Rules, 2019 will be obtained.
SCHEME OF AMALGAMATION
The Board of Directors of your Company had adopted a resolution dated April 15, 2021
approving a scheme of amalgamation between the Company and Makesense Technologies Limited
(Makesense') pursuant to the provisions of Sections 230 to 232 and other applicable
provisions of the Companies Act, 2013, read with the Companies (Compromises, Arrangements
and Amalgamations) Rules, 2016 ("Scheme") and accordingly, our Company and
Makesense filed a company application dated May 27, 2021, amended by way of company
application dated July 26,2021 before the NCLT, Chandigarh. However, pursuant to a
resolution dated September 23, 2021, the Board of Directors of your Company approved the
withdrawal of the Scheme of Amalgamation, and consequently a withdrawal application dated
September 28, 2021 was filed with the National Company Law Tribunal, Chandigarh. 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 the Company post completion of the Initial Public Offering (IPO).
Accordingly, during the year under review, the Company and Makesense, at their
respective Board Meetings, held on April 26, 2022, had approved the fresh Scheme of
Amalgamation between PB Fintech Limited (Transferee Company') and Makesense Technologies
Limited (Transferor Company') and their respective shareholders, under Sections 230 to 232
and other applicable provisions of the Act, including rules made thereunder
(Scheme'). Upon the said Scheme becoming effective, subject to the necessary
regulatory and statutory approvals, and pursuant to proportionate share issuance by the
Company to the shareholders of the Transferor Company, their economic interest in the
Company shall remain unchanged.
Further, the Company, on May 18, 2022 had filed scheme of amalgamation along with the
other documents to National Stock Exchange of India Limited and BSE Limited for their
In-Principle Approval/ No Objection Letter as required under
Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. Further, the National Stock Exchange of India Limited and BSE Limited vide their
letter no. NSE/LIST/31102 and DCS/AMALVMJ/ IP/2624/2022-23 respectively dated January 06,
2023 issued no observation letters to the Company.
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 03, 2023.
Court Convened Meetings
The Hon'ble NCLT vide its order dated July 05,2023 (date of pronouncement) directed for
convening of the meetings of Unsecured Creditors and Equity Shareholder of the Company on
Saturday, September 02, 2023 at 11:30 AM and 02:30 PM respectively, through Video
Conferencing with the facility of Remote E-voting in compliance with the guidelines issued
by Ministry of Corporate Affairs (MCA), for the purpose of considering and, if thought
fit, approving, with or without modification, the proposed Scheme of Amalgamation of
Makesense Technologies Limited with the Company and other connected matters.
The Company had duly sent the Notices of the meetings of Equity Shareholders and
Unsecured Creditors through e-mail on Tuesday, August 01 2023. The Company had also
published in Newspaper declaring the details of dispatch on August 02, 2023 and other
requirements as mandated by the Hon'ble NCLT vide its order dated July 05 2023. The
Hon'ble NCLT had appointed Dr. Surekha Thukral, Advocate, as the Chairperson; Mrs. Krishna
Anmol Singh, Advocate, as the Alternate Chairperson and Mr Nikhil Sachdeva, Chartered
Accountant, as the Scrutinizer of the aforesaid meeting.
All the relevant documents related to the scheme of amalgamation can be viewed at
https://www.pbfintech.in/ investor-relations/.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES
As on March 31, 2023, the Company has twelve (12) subsidiaries and two (2) associate
companies within the meaning of Section 2(87) and 2(6) of the Companies Act, 2013
("Act") respectively. Out of these, two are material subsidiaries i.e.
Policybazaar Insurance Brokers Private Limited and Paisabazaar Marketing and Consulting
Private Limited. The required details of material subsidiaries as per Schedule V of SEBI
Listing Regulations are disclosed in Corporate Governance Report, which forms a part of
the Annual Report.
PB Financial Account Aggregators Private Limited ("PBFAA"), a wholly-owned
subsidiary of the Company had filed an application with Reserve Bank of India for grant of
Certificate of Registration ("GoR") as NBFC-Account Aggregator
("NBFC-AA") u/s 45-IA of the Reserve Bank of India Act, 1934. During the year
under review, RBI has granted In-Principle approval for setting up the business of Account
Aggregator to PBFAA vide Letter dated January 10, 2023. PBFAA is required to put in place
the necessary technology platform and complete all legal/operational formalities to be
ready for operation within that period and report position of compliance to RBI. On
satisfaction, the RBI may grant CoR as an NBFC-AA.
Further, there has been no material change in the nature of business of the
subsidiaries during the year under review.
Pursuant to applicable Accounting Standards on Consolidated Financial Statements and
Financial Reporting issued by the Institute of Chartered Accountants of India
(ICAI') and as prescribed by Securities and Exchange Board of India (SEBI),
Consolidated Financial Statements, which includes the financial information of the
subsidiaries, are enclosed and form part of this Annual Report.
The Company is required to attach along with its financial statements a separate
statement containing the salient features of financial statements of its subsidiaries/
Associates/Joint Ventures in Form AOC-1.
Further, the Annual Accounts of the Subsidiary Companies and the related detailed
information will be made available to the Members seeking such information at any point of
time and the Annual Accounts of the subsidiary companies will also be kept for inspection
by any Member at the Corporate Office of the Company. Further, the annual accounts for the
FY 2022-23 of all the subsidiary companies are available on the website of the Company at
https:// www.pbfintech.in/ investor-relations/.
Note: The word "subsidiaries" and "associate companies" used in
this Annual Report includes both direct and step- down subsidiaries and both direct and
indirect associate companies.
Subsidiaries / Associate Companies incorporated / added during the financial year ended
31st March 2023:
a. MLC Finotech Private Limited
MLC Finotech Private Limited is a private company limited by shares and incorporated on
October 11, 2022 under the Companies Act, 2013 as a Wholly Owned Subsidiary of MyloanCare
Ventures Private Limited with an authorized and paid up share capital of Rs2,00,00,000/-
divided into 20,00,000 Equity shares of Rs10/- each.
The company is engaged in providing consultancy and advisory services in respect of
loans and cards.
b. YKNP Marketing Management -LLC
During the year under review, PB Fintech FZ LLC, a Wholly owned subsidiary of the
Company in Dubai acquired and holds 26.72% shares of YKNP Marketing Management -LLC.
YKNP Marketing Management was established as a Sole Establishment registered under
Department of Economic Development, Dubai-U.A.E. on 21st December, 2017. It has
now been converted to an LLC- Single Owner on 14th July, 2022. It is a leading
provider of outsourced sales and marketing services for companies in the UAE..
c. Zphin Computer Systems and Software Designing-LLC
Zphin Computer Systems and Software Designing- Sole Proprietorship LLC received its
commercial license from the Department of Economic Development-Abu Dhabi on November 23,
2022. During the year under review, it became a wholly owned subsidiary of PB Fintech FZ-
LLC.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT
There have been no material changes and commitments, which affect the financial
position of the Company, that have occurred between the end of the financial year to which
the financial statements relate and as on the date of this report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report as required under Regulation 34(2) (e) of
the SEBI Listing Regulations forms part of this Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on March 31, 2023, the Board of Directors of your Company comprised of nine
Directors, viz., two Executive Directors, two Non-Executive Non-Independent Directors and
five Independent Directors, including three women Directors on the Board. The composition
of the Board of Directors is in accordance with the provisions of Section 149 of the Act
and Regulation 17 of the SEBI Listing Regulations. None of the Director is debarred from
holding or continue to hold the office of director. The composition of the Board of
Directors and details of Key Managerial Personnel's, their appointments / re- appointments
during and after the financial year under review is given below:
a. Composition:
The composition of the Board as on March 31,2023:
Name of Directors |
Position & Category |
DIN |
Mr. Yashish Dahiya |
Chairman, Executive Director & CEO |
00706336 |
Mr. Alok Bansal |
Executive Vice Chairman & Whole Time Director |
01653526 |
Mr. Kaushik Dutta |
Non-Executive, Independent Director |
03328890 |
Mr. Gopalan Srinivasan |
Non-Executive, Independent Director |
01876234 |
Ms. Veena Vikas Mankar |
Non-Executive, Independent Director |
00004168 |
Mr. Nilesh Bhaskar Sathe |
Non-Executive, Independent Director |
02372576 |
Ms. Lilian Jessie Paul |
Non-Executive, Independent Director |
02864506 |
Mr. Sarbvir Singh* |
Non-Executive, Non-Independent Director |
00509959 |
Ms. Kitty Agarwal |
Non-Executive, Non-Independent Director |
07624308 |
*Mr. Sarbvir Singh has been appointed as Joint Group CEO and Executive Director wef
August 26, 2023 subject to the approval of shareholders in the ensuing AGM.
Key Managerial Personnel as on March 31,2023:
The Key Managerial Personnel (KMP') of the Company as per Section 2(51) and 203
of the Companies Act are as follows:
Mr. Yashish Dahiya Mr. Alok Bansal* |
Chairman, Executive Director & Chief Executive Officer Whole Time
Director |
Mr. Mandeep Mehta** |
Chief Financial Officer |
Mr. Bhasker Joshi |
Company Secretary & Compliance Officer |
*Mr. Alok Bansal ceased to be the CFO of the company and elevated as Executive Vice
Chairman w.e.f. May 02, 2022.
**Mr. Mandeep Mehta has been appointed as a Group CFO w.e.f. May 02, 2022.
b. Induction, Re-appointment and Resignation
During the year under review, Mr. Alok Bansal, Whole Time Director was elevated as
Executive Vice Chairman of the Company and discontinued as Chief Financial Officer of the
Company effective from May 02, 2022. Mr. Mandeep Mehta was appointed as Chief Financial
Officer of the company effective from May 02, 2022.
c. 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 Companies Act, 2013 read with Article
119 of the Articles of Association of the Company, Mr. Sarbvir Singh (DIN: 00509959) and
Ms. Kitty Agarwal (DIN:07624308) are liable to retire by rotation and, being eligible,
offers themselves for re-appointment.
DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to the provisions under Section 134(3)(d) of the Act, with respect to
statement on declaration given by Independent Directors under Section 149(6) of the Act,
the Board hereby confirms that all the Independent Directors of the Company have given a
declaration and have confirmed that they meet the criteria of independence as provided in
the said Section 149(6) and relevant Regulation of SEBI
Listing Regulations and they have complied with the Code for Independent Directors
prescribed in Schedule IV to the Act. Terms and conditions for appointment of Independent
Directors are put up on the website of the Company and can be accessed at https://www.
pbfintech.in/pdf/Terms- Letter-of-Appointment-of- lndependent-Director.pdf.
MEETING OF BOARD OF DIRECTORS
The Board met Seven (07) times during the year under review on April 26, 2022, May 13,
2022, May 27, 2022, August 10, 2022, August 23, 2022, November 07, 2022 and February 10,
2023. The details of attendance of meeting of Board of Directors held during the year and
other relevant information are included in the Corporate Governance Report, which forms
part of this Annual Report.
The intervening gap between any two Board meetings were within the period prescribed by
the Companies Act, 2013 & SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015.
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 31,2023, the Board has seven (7) Committees, namely, Audit Committee,
Stakeholders' Relationship Committee, Corporate Social Responsibility Committee,
Risk Management Committee, Nomination & Remuneration Committee, Business
Responsibility and Sustainability Reporting Committee and IPO Committee.
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.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
In compliance with the requirements of the SEBI 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 operation and the industry of which it is a part.
The details of the familiarization programme have been provided under the Corporate
Governance Report, which forms part of this Annual Report and also available on the
website of the company at the weblink: hhttps://www. pbfintech.in/investor-relations/.
BOARD EVALUATION
SEBI 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 aspect of the functioning of Board and its Committees.
Information on the manner in which a formal annual evaluation for the financial year
2022-23 has been made by the Board of its own performance and that of its Committees,
Chairperson and Individual directors is given in the Corporate Governance Report, which
forms a part of the Annual Report.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
Pursuant to Schedule IV to the Act and the SEBI Listing
Regulations, one meeting of Independent Directors was held during the year i.e. on
March 30, 2023 without the attendance of Executive Directors and members of Management.
AUDITORS AND AUDITORS' REPORT STATUTORY AUDITORS
M/s Price Waterhouse Chartered Accountants LLP (Firm Registration No: 012754N/ N500016)
were re-appointed as the Statutory Auditors of the Company to hold office for five
consecutive years starting from the conclusion of the tenth Annual General Meeting (AGM)
held on September 29, 2018 until the conclusion of the fifteenth AGM of the Company to be
held during the current year 2023. Accordingly, the existing Statutory Auditors are due
for retirement at the ensuring Annual General Meeting.
Subject to the approval of the members of the Company, the Audit Committee and the
Board of Directors during their respective meetings held on August 07, 2023 have
considered and recommended the appointment of Walker Chandiok & Co LLP (Firm
Registration Number:001076N/ N500013) as the Statutory Auditors of the Company, to hold
office from the conclusion of the fifteenth Annual General Meeting until the conclusion of
the twentieth Annual General Meeting of the Company to be held in the year 2028.
Walker Chandiok & Co LLP (Firm Registration Number:001076N/N500013 ) have given
their consent for the proposed appointment as Statutory Auditors of the Company from the
conclusion of the ensuing Annual General Meeting of the members of the Company. They have
further confirmed that the said appointment, if made, would be within the prescribed
limits under Section 141 (3) of the Companies act, 2013 and that they are not disqualified
for appointment.
The Auditor's Reports on the Standalone and the Consolidated Financial Statements for
the financial year ended March 31, 2023 does not contain any qualification, reservation or
adverse remark requiring any explanations / comments by the Board of Directors. The
Auditor had not reported any matter under Section 143(12) of the Act, therefore no detail
is required to be disclosed under Section 134(3)(ca) of the Act.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 read with section 134(3) of the Companies
Act, 2013 and rules made thereunder, the Board has appointed Mr. Dhananjay Shukla,
Proprietor of M/s Dhananjay Shukla & Associates (CP No. 8271) Company Secretaries, to
undertake Secretarial Audit of the company for the FY2022-23. The Secretarial Audit Report
for the year 2022-23 as issued by him in the prescribed form MR-3 is annexed to this
Report as Annexure IA. Further, pursuant to amendments under SEBI Listing
Regulations and SEBI circular dated 8 February 2019, a report on secretarial compliance as
required under
Regulation 24A has been submitted to the stock exchanges as obtained from M/s Dhananjay
Shukla & Associates for FY2022-23. The Audit Report does not contain any
qualification, reservation or adverse comments requiring reply/ explanation by the Board
of Directors.
The material unlisted subsidiary of the Company namely, Policybazaar Insurance Brokers
Private Limited and Paisabazaar Marketing and Consulting Private Limited have also
undergone Secretarial Audit for the FY 2022-23 and the Secretarial Audit Reports as issued
by Mr. Dhananjay Shukla, Proprietor of M/s Dhananjay Shukla & Associates in the
prescribed form MR-3 are annexed to this Report as an Annexure IB and Annexure
1C respectively.
INTERNAL AUDITORS
The Company has appointed KPMG Assurance and Consulting Services LLP (KPMG) as an
Independent Internal Auditors under Section 138(1) of the Act for the FY 2022- 23.
Internal Audit is governed by the Internal Audit Charter approved by the Audit Committee
and outcome of Internal Audits are submitted and presented in the Audit Committee meeting
periodically.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
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 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.
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.
MAI NTAI NANCE 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.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
In November 2018, the Ministry of Corporate Affairs (MCA) constituted a Committee on
Business Responsibility Reporting ("the Committee") to finalize business
responsibility reporting formats for listed and unlisted companies, based on the framework
of the National Guidelines on Responsible Business Conduct (NGRBC). Through its report,
the Committee recommended that Business Responsibility Report "BRR" be
rechristened Business Responsibility and Sustainability Report "BRSR", where
disclosures are based on ESG parameters, compelling organizations to holistically engage
with stakeholders and go beyond regulatory compliances in terms of business measures and
their reporting.
SEBI, vide its circular dated May 10, 2021, made BRSR mandatory for the top 1,000
listed companies (by market capitalization) from fiscal 2023. In compliance of Regulation
34(2) of SEBI Listing Regulations and above-mentioned SEBI Circular, the company has
prepared its first BRSR Report for the FY 2022-23. The BRSR Report is a forming part of
Annual Report as an Annexure II.
DIRECTORS AND OFFICERS INSURANCE (D AND O INSURANCE')
Pursuant to SEBI Listing Regulations, the Company has taken Directors & Officers
insurance (D&O') from IFFCO TOKIO General Insurance Company Limited.
INVESTOR RELATIONS
As per the Circular No. CIR/OIAE/2/2011 dated June 03, 2011 issued by the Securities
and Exchange Board of India, Company is timely redressing the Investor Complaints through
the SEBI Complaint Redress System (SCORES). As a part of compliance, the Company has
constituted Stakeholders Relationship Committee (SRC) to redress investors' related
issues. The SRC comprised of four Members namely Ms. Kitty Agarwal, Chairperson, Mr. Alok
Bansal, Member, Ms. Lilian Jessie Paul, Member and Mr. Nilesh Bhaskar Sathe, Member. The
details of this Committee are provided in the Corporate Governance Report forming part of
the Annual Report. Mr. Bhasker Joshi, company secretary is the Compliance Officer of the
company.
CORPORATE GOVERNANCE REPORT
The Directors adhere to the requirements set out by the Securities and Exchange Board
of India's Corporate Governance practices and have implemented all the stipulations
prescribed. Secretarial compliances, reporting, intimations etc. under the Companies Act,
2013, SEBI Regulations and other applicable laws, rules and regulations are noted in the
Board/ Committee Meetings from time to time. The Company has implemented several best
corporate governance practices.
The Corporate Governance Report as stipulated under Regulation 34(3) and other
applicable Regulations read with Part C of Schedule V of SEBI Listing Regulations, forms
part of this Report. The Report on Corporate Governance also contains certain disclosures
required under the Companies Act, 2013.
CERTIFICATE ON CORPORATE GOVERNANCE
The requisite Certificate from Mr. Dhananjay Shukla, proprietor of M/s Dhananjay Shukla
& Associates (C. P. No.: 8271), Company Secretaries in respect of compliance with the
conditions of Corporate Governance as stipulated under
Regulation 34(3) read with Clause E of Schedule V of the SEBI Listing Regulations, is
attached and forms part of the Annual Report.
WEBLINK OF ANNUAL RETURN
Pursuant to Section 92(3) read with Rule 12 of the Companies (Management and
Administration) Rules, 2014 and Section 134(3)(a) of the Companies Act, 2013, the copy of
Annual Return in form MGT-7 for FY 2022-23 will be available at the official website of
the Company https://www.pbfintech.in/ investor-relations/.
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
All related party transactions entered during the financial year under review were
approved by the audit committee and the board, from time to time and the same are
disclosed in the notes forming part of the financial statements provided in this Annual
Report. The attention of the Members is drawn to Note No 28 & 29 of the standalone
financial statements which set out related party disclosures. During the year under
review, the Company had not entered into any contract/ arrangement/transaction with the
related parties which could be considered material.
The Policy on Related Party Transaction and its materiality as approved by the board is
available on the Company's website under the web link https://www.pbfintech.in/
investor-relations/.
All transactions with related parties are in accordance with the policy on related
party transactions formulated by the Company. Accordingly, Form No. AOC-2, prescribed
under the provisions of Section 134(3)(h) of the Act and rule 8 of the Companies
(Accounts) Rules, 2014, for disclosure of details of related party transactions, which are
not at "arm's length basis" and also which are "material and at arm's
length basis", is not applicable since all the transaction are at arm length basis
and not material.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT
Particulars of loans, guarantees or investments covered under Section 186 of the
Companies Act, 2013 as at the end of the Financial Year 2022-23 are provided in the
standalone financial statements. All the loans, guarantees and investments made are in
compliance with the provisions of the Companies Act, 2013 and rules thereunder.
CODE FOR PREVENTION OF INSIDER TRADING
Pursuant to the provisions of Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations,2015, (amended from time to time) your Company has adopted
the code of conduct to regulate, monitor & report insider trading activities and Code
of practice and procedure for fair disclosure of unpublished price sensitive information.
The Code of practice and procedure for fair disclosure of unpublished price sensitive
information is in compliance with the provisions of Regulation 8 of SEBI (Prohibition of
Insider Trading) Regulations,2015 and also available on website of the Company at
https://www.pbfintech.in/investor-relations/
DIRECTOR'S APPOINTMENT AND REMUNERATION POLICY
Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19
of SEBI Listing Regulations, 2015 the Board of Directors on the recommendation of
Nomination and Remuneration Committee has adopted a policy on Nomination and Remuneration
in its meeting held on June 28 2021, which is accessible at https://www.
pbfintech.in/investor-relations/. The details pertaining to composition of Nomination and
Remuneration Committee are included in the Corporate Governance Report, which forms part
of this Annual Report.
RISK MANAGEMENT POLICY
The Company has adopted a Risk Management Policy in accordance with the provisions of
Regulation 21 of SEBI Listing Regulations, which identifies and evaluates business risks
and opportunities. The Company recognizes that these risks need to be managed and
mitigated to protect the interest of the shareholders and stakeholders, to achieve
business objectives and enable sustainable growth. The Company has also constituted a Risk
Management Committee in accordance with SEBI Listing Regulations, 2015 and the details of
which, including terms of reference, have been mentioned in Corporate Governance Report
forming part this Annual Report. The risk management framework is aimed at effectively
mitigating Company's various business and operational risks, through strategic actions.
Risk management is embedded in critical business activities, functions, and processes. It
also provides control measures for risk and future action plans. The copy of the risk
management policy is available at https://www. pbfintech.in/investor-relations/.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
Your Board of Directors pursuant to Regulation 22 of the SEBI Listing Regulations and
Section 177 (9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of
Board and its Powers) Rules, 2014 has adopted a robust vigil mechanism named Whistle
Blower 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. The Whistle
Blower Policy has been uploaded on Company's website and can be accessed at
https://www.pbfintech.in/investor-relations/. The details of same has been provided in the
Corporate Governance Report forming part of this Annual Report.
DIVIDEND DISTRIBUTION POLICY
The Board of Directors of your Company has approved the Dividend Distribution Policy in
accordance with the
Regulation 43A of SEBI Listing Regulations at its meeting held on July 26, 2021. The
objective of this policy is to establish the parameters to be considered by the Board of
Directors of the Company before declaring or recommending dividend. The Policy is
available at the website of the Company i.e. https://www.pbfintech.in/investor-relations/.
CORPORATE SOCIAL RESPONSIBILITY
The Company has constituted Corporate Social Responsibility Committee in accordance
with the provisions of Companies Act, 2013. The CSR Committee presently consist of three
directors including two independent directors. The Composition including other details is
given in the Corporate Governance Report, which forms part of this Annual Report.
In accordance with the provisions of Section 135 of the Companies Act, 2013 read with
the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2014, as amended,
Pursuant to Section 135 of the Companies Act, 2013 and rules made thereunder read with CSR
Policy of the Company, the Company is required to spend two percent of the average net
profit of the Company for three immediately preceding financial years calculated as per
Section198 of the Companies Act, 2013 on the activities and programs fulfilling its
Corporate Social Responsibilities. As the Company's average net profit of the last three
consecutive years (i.e 2019-20, 2020-21 and 2021-22) is negative it is not required to
spend any amount on CSR activities during the FY 2022-23. The CSR Policy of the Company
can be viewed at https://www.pbfintech.in/investor-relations/.
The annual report on CSR including a brief outline of the CSR Policy and the activities
undertaken during the year under review is enclosed as Annexure III to this Report.
COMPLIANCE WITH SECRETARIAL STANDARDS ISSUED BY ICSI
During the year under review, your Company has complied with the provisions of
Secretarial Standards issued by the Institute of Company Secretaries of India
("ICSI") in consultation with the Central Government which are mandatory to be
complied with the Company.
PARTICULARS OF EMPLOYEES
Pursuant to the provisions of Section 197 of the Companies Act, 2013 read with Rule 5
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014,
details of the Employees are set out in Annexure IV.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
Pursuant to the provisions stipulated under Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, the Company has framed a Policy on
Prevention of Sexual Harassment of Women at
Workplace. Your Company is fully committed to uphold and maintain the dignity of women
working in the Company and has zero tolerance towards any action, which may fall under the
ambit of sexual harassment at workplace.
The Company has complied with provisions relating to the constitution of Internal
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 ("POSH"). During the year under review, the number of cases
filed and their disposal under Section 22 of the POSH are as follows:
Particulars |
Numbers |
Number of complaints pending as on the beginning of the financial year |
NIL |
Number of complaints filed during the financial year |
NIL |
Number of complaints pending as on the end of the financial year |
NIL |
EMPLOYEE STOCK OPTION PLAN
The Company grants share-based benefits to eligible employees with a view to attract
and retain talent, align individual performance with the Company's objectives, and promote
increased participation by them in the growth of the Company.
The Company has three Employee Stock Option Schemes, namely, PB Fintech Employees Stock
Option Plan, 2014 ("ESOP 2014"), PB Fintech Employees Stock Option Plan, 2020
("ESOP 2020") and PB Fintech Employees Stock Option Plan, 2021 ("ESOP
2021"). After the institution of ESOP 2020 which has been effective from November 24,
2020, no fresh options have been granted to employees under ESOP 2014.
The shares to which Company's ESOP Schemes relates are held by the Trustees on behalf
of Etechaces Employees Stock Option Plan Trust. The individual employees do not have any
claim against the shares held by the said ESOP Trust unless they are transferred to their
respective de-mat accounts upon exercise of options vested in them. ESOP schemes can be
viewed at the website of the company at https://www.pbfintech.in/investor-relations/.
Post IPO of equity shares of the Company, ESOP 2020 has been ratified as per the
requirements of 12(1) of the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 ("SEBI SBEB Regulations 2021"), by the members of the Company
through Postal Ballot on March 11, 2022. Further, under ESOP 2021, the aggregate pool of
options available for grant is 2,05,61,725 Options, out of which 1,60,80,256 options
granted to the Founders and eligible employees prior to the IPO on October 05, 2021, were
ratified by the shareholders post listing of the Company through Postal Ballot on March
11,2022.
A statement containing relevant disclosures pursuant to Rule 12(9) of the Companies
(Share Capital and Debentures) Rules, 2014 and Regulation 14 of the SEBI
SBEB Regulations 2021 is available on the website of the Company at
https://www.pbfintech.in/investor-relations/.
The following information is disclosed with respect to ESOP 2014, ESOP 2020 and ESOP
2021 in compliance
of SEBI SBEB & SE Regulations and Section 62(1 )(B) of the Companies Act, 2013 read
with Rule 12(9) of the Companies (Share Capital & Debentures) Rules, 2014:
S. No Particulars |
ESOP 2014 |
ESOP 2020 |
ESOP 2021 |
Opening balance as on 01st April 2022 |
153,500 |
1,01,61,240 |
1,60,75,156 |
1. Number of Options granted during the year |
- |
- |
14,58,364 |
2. Exercise price or Pricing formula |
Rs2/- |
m- |
Rs2/- |
3. Number of Options vested and exercisable as at March 31,2023 |
|
137,624 |
140,700 |
4. Number of Options exercised during the year |
153,500 |
64,92,762 |
616,543 |
5. Total number of shares arising out of exercise of Options during the year |
Note 1 |
Note 1 |
NA |
6. Number of Options lapsed (includes forfeited and lapsed options) during the year |
- |
99,314 |
419,603 |
7. Variation in the terms of the Options |
NA |
No |
Note 2 |
8. Money realized by exercise of Options |
Note -2 |
Note -2 |
12,33,086 |
9. Total number of Options in force as on 31 st March 2023 |
- |
35,69,164 |
1,64,97,374 |
10. Employee wise details of options granted to: |
|
|
|
(i)KMP |
|
|
|
(ii)any other employee who receives a grant of options in any one year of option
amounting to five per cent or more of options granted during that year |
|
|
|
(iii) identified employees who were granted option, during any one year, equal to or
exceeding one per cent of the issued capital (excluding outstanding warrants and
conversions) of the company at the time of grant |
|
|
|
11 Any material change to the scheme and whether such scheme is in compliance with the
SEBI (Share Based Employee Benefits) Regulations, 2014 |
NA |
NA |
NA |
Note-1: There is no shares arising out of exercise under ESOP 2014 and ESOP 2020 scheme
as these schemes are managed through a Trust.
Note-2: The exercise of options under ESOP 2014 and ESOP 2020 schemes does not realise
any money as these schemes are managed through a Trust.
A certificate from Mr. Dhananjay Shukla, Proprietor of M/s Dhananjay Shukla &
Associates (CP No. 8271) Company Secretaries with regards to the implementation of the
Company's Employee Stock Option Schemes in line with SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 will be available for inspection in electronic mode
during the Annual General Meeting.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT/ TECHNOLOGY ABSORPTION/ FOREIGN
EXCHANGE EARNING AND OUTGO
The particulars as required under the provisions of Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of
conservation of energy, technology absorption, foreign exchange earnings and outgo are
as under:
(A) Conservation of energy:
i. Steps taken / impact on conservation of energy;
Considering the nature of the business in which the Company is engaged, operation of
the Company is not energy-intensive, however the Company, being a responsible corporate
citizen, makes conscious efforts to reduce its energy consumption. To affirm its
commitment to Company's ESG Vision and to proactively reduce its carbon footprint, some of
the significant measures undertaken by the Company on
a continuous basis including during the year, are listed below:
Rationalisation of usage of electricity and electrical equipment - air-conditioning
system, office illumination beverage dispensers, desktops
Installation of LED lights across all floors which almost emit no heat & UV
emissions;
Regular monitoring of temperature inside the buildings and controlling the air
conditioning system.
Usage of energy efficient illumination fixtures.
VRV/VRF air-conditioned systems are installed that are second generation energy
efficient products.
All electrical appliances that we are sourcing for the office are 5* (star) rated for
higher energy efficiency.
ii. Steps taken by the Company for utilizing alternate sources of energy;
The business operations of the Company are not energy- intensive, hence apart from
steps mentioned above to conserve energy, the management would also explore feasible
alternate sources of energy.
iii. Capital investment on energy conservation Equipment
In view of the nature of activities carried on by the Company, there is no capital
investment made on energy conservation Equipment.
(B) Technology absorption:
The Company itself operates into the dynamic information technology space. The Company
has a sizeable team of Information technology experts to evaluate technology developments
on a continuous basis and keep the organisation updated.
This allows the Company to serve its users in innovated ways and provide satisfaction
and convenience to the users and customers.
(C) Foreign Exchange earnings and outgo:
The Foreign Exchange outgo during the year under review in terms of actual outflows was
INR1,50,68,686/-
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Companies Act,
2013, with respect to Directors' Responsibility Statement, it is hereby confirmed 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 had 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, 2023 and of the
profit/(loss) 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.
ACKNOWLEDGEMENT
Your Directors have pleasure in recording their appreciation for all the guidance and
co-operation received from all its customers, Members, investors, vendors, partners,
bankers, government authorities and other stakeholders for their consistent support to
your Company in its operations. Your Directors take this opportunity to place on record
their sincere appreciation of the dedication, contribution and commitment of all
stakeholders and investors in Company's growth.
For and on behalf of the Board of Directors |
PB Fintech Limited |
Sd /- |
Yashish Dahiya |
Chairman, Executive Director & CEO |
DIN: 00706336 |
Address: Plot No.119, Sector 44, Gurugram-122001, Haryana |
Date: August 26, 2023 |
Place: Gurugram |
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