Info Edge (India) Ltd
Directors Reports
Dear Member(s),
The Board of Directors of your Company take pleasure in presenting the Twenty Eight (28th)
Annual Report on the business and operations of Info Edge (India) Limited (the Company)
together with the Audited Standalone & Consolidated Financial Statements and the
Auditors Report thereon for the financial year ended March 31, 2023.
RESULTS OF OPERATIONS
The results of operations for the year under review are given below:
(f in Million)
| S. No. |
Particulars |
Standalone |
Consolidated |
| FY23 |
FY22 |
FY23 |
FY22 |
| 1. |
Net Revenue |
21,586.19 |
15,624.59 |
23,456.91 |
15,890.26 |
| 2. |
Other Income |
1,750.94 |
1,702.38 |
3,928.53 |
4,403.62 |
| 3. |
Total Income (1+2) |
23,337.13 |
17,326.97 |
27,385.44 |
20,293.88 |
|
Expenditure: |
|
|
|
|
|
a) Network and other direct Charges |
450.97 |
318.96 |
633.67 |
340.16 |
|
b) Employees Cost |
9,087.10 |
7,112.66 |
10,973.05 |
7,463.05 |
|
c) Advertising and Promotion Cost |
3,155.39 |
2,850.97 |
4,082.09 |
2,860.78 |
|
d) Depreciation/Amortization |
447.41 |
400.63 |
730.15 |
449.05 |
|
e) Administration & other Expenditure |
1,050.58 |
704.70 |
2,084.35 |
833.91 |
|
f) Finance Cost |
38.89 |
46.28 |
73.35 |
46.51 |
| 4. |
Total expenditure |
14,230.34 |
11,434.20 |
18,576.66 |
11,993.46 |
| 5. |
Share of Profit/(Loss) Joint Ventures & Associates |
- |
- |
(2,310.14) |
21,953.62 |
| 6. |
Operating PBT (1-4+5) |
7,355.85 |
4,190.39 |
2,570.11 |
25,850.42 |
| 7. |
Profit before tax and exceptional items (3-4+5) |
9,106.79 |
5,892.77 |
6,498.64 |
30,254.04 |
| 8. |
Exceptional Item-(loss)/gain |
(2,947.45) |
95,116.21 |
(5,092.52) |
111,747.10 |
| 9. |
Net Profit before tax (7+8) |
6,159.34 |
101,008.98 |
1,406.12 |
142,001.14 |
| 10. |
Tax Expense |
2,047.41 |
11,783.51 |
2,110.71 |
13,178.84 |
| 11. |
Net Profit after tax (9-10) |
4,111.93 |
89,225.47 |
(704.59) |
128,822.30 |
| 12. |
Share of Minority interest in the losses of Subsidiary Companies |
- |
- |
(372.84) |
(1,226.59) |
| 13. |
Other Comprehensive Income/(Loss) (including share of profit/(loss) of Joint Venture
and associate -Net of Tax) |
(33,434.00) |
7,000.44 |
(36,151.74) |
(7,701.53) |
| 14. |
Total Comprehensive Income/(Loss) (11+12+13) |
(29,322.07) |
96,225.91 |
(37,229.17) |
119,894.18 |
1. FINANCIAL REVIEW
STANDALONE FINANCIAL STATEMENTS
The annual Audited Standalone Financial Statements for the financial year ended March
31, 2023 have been prepared in accordance with the Companies (Indian Accounting Standards)
Rules, 2015 (Ind-AS) prescribed under Section 133 of the Companies Act, 2013 (the Act) and
other recognized accounting practices and policies to the extent applicable.
Your Company derives its revenue from recruitment, real estate, matrimonial and
education classifieds and related services and other income.
FY23 was the first full year of operations after the COVID related global economic and
business disruptions. As economic activity gained traction post the COVID related
disruptions, FY23 brought with it a new round of challenges and opportunities. While the
human dimension to the COVID tragedy will take a long time to heal, economic activity has
regained some traction. The only positive spin
off from the last few years is the accelerated absorption of digitisation across the
globe. Internet penetration has got a fillip and world is now much more connected over the
web in terms of actual ways of working and living.
Your Company has been one of India's leading digital companies that services different
economic domains through its specialised online offerings. It's strong legacy of
pioneering digital penetration in the country is well established over the last two
decades. During these last two years, the Company has looked within and improved its
internal efficiencies and re-engineered its businesses to better service the rapidly
changing demands of the customers. With a focused approach that constantly drives at
enhancing efficiencies and servicing new opportunities, your Company today has emerged as
one of the leaders in all the business domains where it operates. Essentially, the Company
is today entering into a new realm of transformation with the effective adoption of modern
technology tools like Generative AI and Machine Learning to create state of the art
interactive digital support platforms in the markets where it operates.
Your Company maintained its strong growth momentum in FY23. While each of the
independent businesses are dealing with different emerging opportunities and challenges,
the Company remains committed to its objective of continuous value creation and
maintain/establish it's market leadership.
The essence of the Company's business in FY23 is best characterised by the three words
- Robust, Resilient and Ready. Each of the businesses in the Company's portfolio are
strong and healthy with respect to their individual strategic positioning. Further, the
Company has a very healthy balance sheet, brands which are leaders in their respective
segments, businesses that have reach across a large market in India, a history of
effective execution and high calibre talent pool with strong functional support. Clearly,
the Company is placed on a robust foundation. The way the business overcame the COVID
slowdown, each of the entities in the portfolio is dealing with market downturns and
competition, yet has been able to maintain their strategic objectives reflects the strong
resilience inherent in the Company's business model. Across businesses, with focused
strategy in place and aggressive investment posturing and deployment of modern technical
tools like Generative AI and Machine Learning, the Company is ready to leverage upcoming
opportunities and overcome the challenges.
The Revenue from operations for FY23 was up by 38.16% to 721,586.19 Million from 71
5,624.59 Million for the FY22.
The total income of the Company stood at 723,337.13 Million up by 34.69% for FY23 from
717,326.97 Million for FY22. The other income of the Company contributed 71,750.94 Million
to the total income for FY23.
The total expenses for the year stood at 714,230.34 Million up by 24.45% for the FY23
from 711,434.20 Million for the FY22.
During the year under review, there was an exceptional loss of 72,947.45 Million
majorly on account of the impairment of investment worth 72883.81 Million made in 4B
Networks Pvt. Ltd. through Allcheckdeals India Pvt. Ltd., a wholly-owned subsidiary.
Operating PBT, for the year, was up by 75.54% over previous year and stood at 77,355.85
Million in comparison with 74,190.39 Million in FY22. Profit before tax (PBT) from
ordinary activities (before exceptional items) is 79,106.79 Million in FY23 as against
75,892.77 Million in FY22.
DIVIDEND
Your Company has been maintaining a consistent & impressive track record of
dividend payments for past many years, in line with its approved Dividend Distribution
Policy. The said Policy is available on the Company's website at https://www.infoedge.in/pdfs/Dividend-Policv.pdf
For the year under review, the Board of Directors of the Company had declared an
Interim Dividend as per following details:
| Type of Dividend |
Date of Declaration |
Record Date |
Rate of Dividend per share (face % value 710 per share) |
Total Payout (7 in Million) |
| Interim Dividend |
November 11, 2022 |
November 21, 2022 |
710/- 100 |
1289.84 |
Further, the Board of Directors in its meeting held on May 26, 2023 have recommended
payment of Final Dividend at the rate of 79/- per share for FY23. However, the payment of
Final Dividend is subject to the approval of the shareholders at the ensuing Annual
General Meeting of the Company to be held on August 25, 2023. The record date for the
purpose of the payment of Final Dividend is July 28, 2023 and the same will be paid on or
after September 5, 2023.
Pursuant to the amendments introduced in the Income- tax Act, 1961 vide Finance Act,
2020, w.e.f. April 1, 2020, Dividend Distribution Tax (DDT) which used to be payable by
the Company has been abolished, and instead, the concerned shareholder is liable to pay
tax on his dividend income. The Company is thus required to comply with the provisions
relating to tax deduction at source (TDS) under the Income-tax Act, 1961 in respect of
dividend paid by it on or after such date.
TRANSFER TO RESERVES
The Company did not transfer any amount to reserves during the year.
SHARE CAPITAL
During the year under review, the Company issued and allotted 400,000 equity shares
(200,000 shares on April 11, 2022 and 200,000 shares on December 2, 2022) at an issue
price of 710/- each to Info Edge Employees Stock Option Plan Trust. Pursuant to the above
allotment, the issued & paid up share capital of the Company increased to & stood,
as on March 31, 2023, at 71,291,841,200 divided into 129,184,120 equity shares of 710/-
each.
The fresh shares allotted as aforesaid have been duly listed on the Stock Exchanges.
The Company has not issued any shares with differential voting rights or sweat equity
shares during FY23.
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 FY23 to BSE and NSE has been paid.
DEPOSITS
During the year under review, your Company has not invited or accepted any Deposits
from the public/ members pursuant to the provisions of Sections 73 and 76 of the Act read
together with the Companies (Acceptance of Deposits) Rules, 2014.
2. OPERATIONS REVIEW
The Company is primarily in the business of operating multiple internet based services
through its various web portals and mobile applications. It currently operates in four
service verticals - in recruitment solutions through its brands naukri.com, iimjobs.com,
hirist.com, ambitionbox.com, bigshyft.com, jobhai.com, naukrigulf.com, quadrangle.in; in
real estate services through its brand 99acres.com; in matrimonial services through its
brand jeevansathi.com and in education services through its brand shiksha.com. The Board
of Directors of the Company examines the Company's performance both from a business &
geographical
perspective and has accordingly identified its business segments as the primary
segments to monitor their respective performance on regular basis and therefore the same
have been considered as reportable segments under Ind-AS 108 on Segment Reporting. The
reportable segments represent 'Recruitment Solutions', '99acres for real estate' and the
'Others' segment. The 'Others' segment comprises Jeevansathi and Shiksha service verticals
since they individually do not meet the qualifying criteria for reportable segment as per
the said Accounting Standard.
RECRUITMENT SOLUTIONS
The recruitment vertical, under the flagship naukri.com brand is the Company's core
business. It is now well- established, with clear market leadership and generating healthy
cash flows. With a large user base and strong market dominance, it is well positioned to
embark on the next round of growth by further leveraging revenue generation potential
within the overall recruitment space primarily in India. Naukri.com has a significant
online recruitment traffic share of over 70% amongst the conventional job boards in India,
which is growing further with the introduction of more niche services. As a leading brand
in its industry, Naukri continued its dominant market position in the industry with clear
leadership in traffic inflow and time share of the category. The brand remains strongly
committed to maintaining its deep connect and preference with professionals across
generations, be it the millennials or the next wave - Gen-Z.
Naukri.com, the Company's flagship product is being rapidly supported by a growing
bouquet of offerings within the recruitment space. The core associate brands including
naukrigulf.com, iimjobs.com, hirist.com, firstnaukri.com and jobhai.com continued to grow
well. The recruitment portfolio now has a more diversified source of revenues with 37.2%
jobs from non-IT services and around half of the jobs from recruitment firms are also from
non-IT sources. Further, customer base continued to grow steadily in FY23. The number of
unique customers on the naukri.com platform witnessed strong 1 5.5% growth from 11 0,000
in FY22 to 127,000 in FY23. Over a broader spectrum, new job seekers coming on the naukri
platform increased by 14.25% in FY23.
To enrich the offerings across the recruitment space, both at the back-end and the
front-end, during FY22, the Company had acquired Zwayam Digital Pvt. Ltd. (Zwayam) and
Axilly Labs Pvt. Ltd. (DoSelect). While Zwayam is engaged in the business of providing
SaaS based sourcing and screening recruitment solution and providing end to end
recruitment solutions with configurable plug and play modules. Essentially, it is an AI
enabled talent management platform. DoSelect provides technical assessment services,
increasingly used by clients to recruit tech talent and for learning solutions. It
delivers these services via its technical assessment platform doselect.com.
Further, during the year under review, the Company has made further investment in
Sunrise Mentors Pvt. Ltd. (Coding Ninjas) which is engaged in the business of education
and operation of an e-learning platform - codingninjas.com. Post this investment, Sunrise
has become subsidiary of the Company. This investment would help the Company to explore
and maximize
business synergies between the two platforms - Naukri and Coding Ninjas.
During the year under review, revenue from recruitment solutions segment was up by
45.52% from Rs.11,542.16 Million in FY22 to Rs.16,795.86 Million in FY23. Operating Profit
before tax in recruitment solutions in FY23 was Rs.10,059.56 Million as compared to
Rs.6,572.73 Million in FY22.
99ACRES
99acres.com derives its revenues from projects including listings, featured listings,
email campaigns and banner advertisements; resale of properties including listings,
featured listings and features dealers showcase; and rental properties including listings,
featured listings and features dealers showcase. Structurally, in line with market
dynamics, the business is segregated into four different categories - new projects,
resale, rental and commercial. Across all the categories there was good growth during
FY23.
Amongst them, notably, the commercial real estate business witnessed the highest
revenue growth with strong revival in commercial office and retail/shop transactions in a
post-Covid environment.
During FY23, considerable efforts were undertaken to improve the overall platform
experience. This included upgradations on type of information being provided and their
relevance, the method of communicating the information and enhancing the quality of online
customer interaction. Investments were stepped up to further augment all aspects of client
delivery. The online interactions were also supported by focused efforts in leveraging
offsite communication channels. Finally, focused improvements in the overall site
operations were driven by effective deployment of machine learning and data science to
match buyers to property and project options. With these continuous efforts, the operating
platform was kept well in tune with the dynamic needs of the users.
While the market provided opportunities of growth, there was also fierce competition.
In line with this trend, the 99acres portfolio managed to generate strong growth in
topline and billings, however, operating losses increased during the year. Given the
development stage in which the business is, this is part of a calculated strategy. With
scale, the market dominance will translate into sustainable profit.
Clearly, the real estate portfolio is at a critical juncture of its business
development. Going forward there are substantial opportunities for growth, yet it will
also be a very competitive market.
The Company through its wholly-owned subsidiary, Allcheckdeals India Pvt. Ltd., had
acquired substantial stake in 4B Networks Pvt. Ltd. (4B Networks) which is engaged in
enabling real estate developers and brokers to communicate with each other and conduct
their business via Broker Network platform. However, during the year under review, the
Company has fully written off/impaired the investments made in 4B Networks considering its
state of affairs and other relevant factors.
During the year under review, real estate business was up by 30.91% from Rs.2,173.22
Million in FY22 to
Rs.2,845.06 Million in FY23. Operating loss before tax in real estate business in FY23
was ,185.01 Million as compared to Rs.895.90 Million in FY22.
OTHERS
Your Company also provides matrimonial/matchmaking and education-based classifieds and
related services through its portals jeevansathi.com and shiksha.com respectively.
From a strategic perspective, the Company is extending its activities in matrimonial
domain from online 'matrimonial' to online 'matchmaking'. Essentially, given the changing
fabric of the Indian society, the Company believes there are opportunities to extend the
brand and the business from the traditional marriage related matchmaking to ones related
to other types of relationships and dating. Within this space, the online matrimony market
remains the dominant space for jeevansathi.com. It is one of the leading and most trusted
matrimony websites in India. It offers a platform for free listing, searching and
expressing interest for marriage and its revenues are generated from payments to get
contact information and certain value-added services. Initiating conversation with other
users through various means on the platform requires users to buy subscriptions for
certain pre-defined durations. Some subscription plans also offer higher visibility on the
platforms and assisted services. Almost the entire revenue of jeevansathi.com is generated
from subscriptions which includes first time and renewing user payments.
Business operations during FY23 have solely focused on creating superior user
experience across platforms. This has been driven by several initiatives, which are trend
setters in the matchmaking services business in India. First, the focus on leveraging the
strong underlying data by mining the relevant parts and understanding behavioral patterns
to provide best recommendations based on artificial intelligence and machine learning.
Second, the whole experience on the site has been enhanced with the introduction of video
profiles and chat for free model. Third, the entire communication process amongst users
has been supplemented with video and audio calling tools to add a much greater
personalized touch to the interactions amongst stakeholders on this site. Fourth, the
quality of profiles has been improved by introducing the concept of online ID based
verification of users. Fifth, has been the effective hosting of online video based 'match
hour' events. Sixth, include all the efforts undertaken to create a top rated application
based experience. Finally, profile recommendations to users are powered by AI/ML models
taking user behavior and platform activity into account.
Further, during FY22 the Company had acquired substantial stake in an online dating
company Aisle Network Pvt. Ltd. (Aisle) which runs multiple dating platforms on the web
and mobile apps-Aisle, Anbe, Arike, Neetho and Neene, which allow users to browse through
profiles of other users with the intent of finding their suitable partner. The Company
expects a strong growth in utilization of such platforms directly by prospective brides
and grooms to interact before deciding on their life partners. Introducing this product in
the matchmaking business portfolio adds a new dimension to the business, which is designed
specifically for future growth. During FY23, Aisle has continued to grow
aggressively in the online dating space and has gained share across all markets where
it operates.
Further, within the online education classifieds space, the Company provides
educational classifieds and related services through its website www.shiksha.com. This
website is a platform that helps students decide undergraduate and postgraduate options,
by providing useful information on careers, exams, colleges and courses. It is essentially
a college and course selection site and not a course provider site. The scope and
positioning of shiksha.com, which was originally envisaged as purely an online higher
education classifieds platform, has been strategically extended into being an interactive
internet site providing composite student counselling that helps students decide
undergraduate and postgraduate options, by providing useful information on careers, exams,
colleges and courses. This business generates revenues from branding and advertising
solutions for colleges and universities (UG, PG, post-PG) and lead generation, wherein
potential students or applicants' details are bought by colleges and their agents. Full
counselling services are provided for international university partners. The strategic
vision of the 'shiksha' business portfolio is to emerge as most useful platform for career
selection and college selection.
With revenues from these other verticals increasing by 1.89%, their combined
contribution to the Company's revenue was 9.01% in FY23. Jeevansathi.com degrew by 22.53%
& shiksha.com grew by 28.88%. 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 STATEMENT
The Consolidated Financial Statements have been
prepared in accordance with the Ind-AS prescribed under Section 133 of the Act and
other recognized accounting practices and policies to the extent applicable.
The Consolidated Financial Statements have been
prepared on the basis of the audited financial statements of the Company, its
subsidiaries, controlled trusts and associate/jointly controlled companies, as approved by
their respective Board of Directors/Trustees, as applicable, except for the companies in
respect of which investment has been fully impaired. However, for the purpose of
consolidation of financial statements of the Company as regards the investment in Llama
Logisol Pvt. Ltd. and Metis Eduventures Pvt. Ltd., unaudited financial statements have
been considered.
Your Company, on a consolidated basis, achieved net revenue of Rs.23,456.91 Million
during the year under review as against Rs.15,890.26 Million during the previous financial
year, up by 47.62% year on year. The total consolidated income for the year is
Rs.27,385.44 Million as compared to Rs.20,293.88 Million in FY22.
Operating PBT, on a consolidated basis, for the year, stood at Rs.2,570.11 Million in
comparison with Rs.25,850.42 Million in FY22. Total comprehensive loss, in FY23, is
reported to be Rs.37,229.17 Million in comparison to total comprehensive income of
Rs.119,894.18 Million in FY22.
DETAILS OF SUBSIDIARIES/JOINT VENTURE (ASSOCIATE) COMPANIES
As on March 31, 2023, the Company has 17 subsidiaries. During the year under review and
the period between the end of the financial year and the date of this report following
changes have taken place in status of subsidiary and joint venture companies of the
Company:
Highorbit Careers Pvt. Ltd. (Highorbit/iimjobs.com)
Highorbit became wholly-owned subsidiary of the Company in FY20, consequent to
acquisition of its 100% share capital by the Company.
Given the similarity in nature of businesses of Highorbit and the Company, it was
proposed to merge Highorbit with the Company and accordingly, a Scheme of Amalgamation
with Highorbit (the Scheme) was approved by the Board in its meeting held on November 10,
2020.
The Hon'ble National Company Law Tribunal had pronounced the Order to sanction the
Scheme which was uploaded on its official portal on February 23, 2022 and the same was
submitted to the Stock Exchanges for information and record. Further, the Hon'ble Tribunal
had issued a certified copy of the Order on March 8, 2022, which was duly filed with the
Stock Exchanges and Registrar of Companies.
According to the statutory provisions and the terms stated under the Scheme, the
amalgamation took place with effect from the Appointed Date i.e. April 1,2020 and became
operative from April 2, 2022, the Effective Date i.e. the date of filing of the certified
copy of the order of the Hon'ble Tribunal with the Registrar of Companies, NCT of Delhi
& Haryana.
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.
Further, during the year under review, the Company through its wholly-owned subsidiary,
Startup Investments (Holding) Limited (SIHL) has further acquired, 3,789 Compulsorily
Convertible Preference Shares for an aggregate consideration of about Rs.40 Million.
Consequently, Univariety has become the step-down subsidiary of the Company.
The Company till March 31, 2023, has invested an aggregate amount of Rs.305.01 Million
in Univariety through SIHL for a stake of 53.55% on a fully converted and diluted basis.
Sunrise Mentors Pvt. Ltd. (Sunrise)
Sunrise is engaged in the business of providing online education and operates an
e-learning platform Coding Ninjas.
During the year under review, the Company, through its wholly-owned subsidiary, Startup
Investments (Holding) Ltd. (SIHL) had acquired, 2,356 Compulsorily Convertible Preference
Shares of Sunrise for an aggregate consideration of about Rs.70 Million.
Further, the Company had acquired 22,836 Compulsorily Convertible Preference Shares and
27,089 Equity Shares of Sunrise for an aggregate consideration of about Rs.1,353.92
Million, via a mix of primary and secondary acquisition. Post this investment, the
Company's stake in Sunrise increased to 54.64% on a fully converted & diluted basis,
including 1.37% stake through its wholly-owned subsidiary, SIHL and consequently Sunrise
became subsidiary of the Company.
Further, the Company has also entered into a Business Cooperation Cum License
Arrangement with Sunrise for mutual benefit in order to explore and maximize business
synergies between their respective platforms, i.e. Naukri, Coding Ninjas and Code Studio,
to provide a better user experience with cross offerings, develop and create content and
products for end users and ultimately achieve seamless integration of their respective
platforms.
There is also an option to enhance stake in Sunrise in the future subject to fulfilment
of certain conditions and performance milestones. Revenue of Sunrise for FY23 stood at
about Rs.589.08 Million.
Sploot Pvt. Ltd. (Sploot)
Sploot is engaged in the business of providing products and services to pet parents
with respect to the pet's health, behaviour and nutrition through content and app-based
help. This includes organization of pet's medical records, everyday tasks and access to
professionals and services.
During the year under review, the Company through Redstart Labs (India) Ltd.
(Redstart), a wholly-owned subsidiary, acquired 3,822 Compulsorily Convertible Preference
Shares of Sploot for an aggregate consideration of about Rs.89.48 Million.
Consequently, Sploot became an associate of the Company. As on March 31, 2023, the
Company through Redstart, holds an aggregate stake of about 27.65%.
This follow on investment by the Company through Redstart is in furtherance of
Company's investment strategy, which includes making external financial investments that
are focused on value creation in the medium to long term.
During the year, the Board of Directors of your Company reviewed the affairs of the
subsidiaries. A statement containing the salient features of the financial statements of
the subsidiaries/joint ventures (associate) companies in the prescribed format AOC-I is
given as Annexure I to this report. The statement also provides the details of performance
and financial position of each of the subsidiaries/joint ventures (associate) companies
and their contribution to the overall performance of the Company.
The developments in the operations/performance of each of the subsidiaries & joint
ventures (associate)
companies included in the Consolidated Financial Statements are presented below:
WHOLLY-OWNED SUBSIDIARIES/SUBSIDIARIES:
Startup Investments (Holding) Ltd. (SIHL), is a wholly- owned subsidiary company which
is engaged in the business of being a holding & investment company and management
consultancy activities including provision of advice, guidance or operational assistance
to businesses. During the year, SIHL made following investments by way of
subscription/purchase of shares/debentures/units:
• 62 equity shares through secondary acquisition of shares of LLAMA Logisol Pvt.
Ltd. for an aggregate consideration of about Rs.23.08 Million.
• 9,847 equity shares and 1,870 Compulsorily Convertible Preference Shares via a
mix of primary and secondary acquisition of Printo Document Services Pvt. Ltd. for an
aggregate consideration of about 109.72 Million.
• 3,789 Compulsorily Convertible Preference Shares of International Educational
Gateway Pvt. Ltd. for an aggregate consideration of about Rs.40 Million.
• 3,530 Ordinary Shares of Shop Kirana E Trading Pvt. Ltd. for an aggregate
consideration of about Rs.133.48 Million.
• 2,356 Compulsorily Convertible Preference Shares of Sunrise Mentors Pvt. Ltd.
for an aggregate consideration of about Rs.70 Million.
• 875 Non-cumulative Compulsorily Convertible Preference Shares of Happily
Unmarried Marketing Pvt. Ltd. for an aggregate consideration of about Rs.75 Million.
• 10,000,000 Class A Units, having face value of Rs.100/- each of IE Venture Fund
Follow-on I, a scheme of Info Edge Venture Fund (IEVF), a Category II AIF, under the SEBI
(Alternate Investment Funds Regulations), 2012 for an aggregate consideration of about
Rs.1,000 Million.
• 2,000,000 Class A Units, having face value of Rs.100/- each of IE Venture Fund
I, a scheme of IEVF for consideration of Rs.200 Million.
• 3,000,000 Class A Units, having face value of Rs.100/- each of IE Venture
Investment Fund II, a scheme of Info Edge Capital, a trust organized in India and
registered with SEBI as a Category II AIF, under the SEBI (Alternate Investment Funds
Regulations), 2012 for consideration of about Rs.300 Million.
• 10,315 Compulsorily Convertible Preference Shares of Agstack Technologies Pvt.
Ltd. for an aggregate consideration of about Rs.93.13 Million.
Further, SIHL, during the year under review, issued and allotted, 30,000,000, 0.0001%
Compulsorily Convertible Debentures of Rs.100/- each to the Company for Rs.3,000 Million.
Also, during the year under review, SIHL has availed an inter-corporate loan of Rs.200
Million from the Company which was fully repaid during the year.
Further, subsequent to the end of the year under review and before the date of this
report, SIHL has granted an inter-corporate loan amounting to Rs.10 Million to Happily
Unmarried Marketing Pvt. Ltd.
Other investments made by SIHL are mentioned hereinafter in this report.
SIHL had no revenue from operations during the year and it reported total comprehensive
loss of Rs.916.27 Million in FY23 as compared to income of Rs.4,760.61 Million in FY22.
Diphda Internet Services Ltd. (Diphda), is engaged in the business of providing all
kinds and types of internet, computer and electronics data processing services. It had no
revenue from operations during the year and had the total comprehensive loss of Rs.908
Million in FY23 as compared to income of Rs.8,537.54 Million in FY22.
Diphda holds 4.19% stake in PB Fintech Ltd. (Policybazar) on fully converted and
diluted basis.
Naukri Internet Services Ltd. (NISL), is engaged in the business of all types of
internet, computer, electronic data processing and electronic and related services. It had
no revenue during the year. The total comprehensive loss of NISL on account of Fair value
loss is Rs.129.15 Million in FY23 as compared to income of Rs.290.68 Million in FY22.
Further, NISL holds a stake of 0.06% in Zomato Ltd., on fully convertible and diluted
basis.
Allcheckdeals India Pvt. Ltd. (ACD), provides brokerage services in the real estate
sector in India. The total income of ACD was Rs.43.71 Million in FY23 as compared to
Rs.1.40 Million in FY22 on account of other Income.
ACD, during the year under review, issued and allotted,
10.000. 000, 0.0001 % Compulsorily Convertible Debentures of Rs.100/- each to the
Company for Rs.1,000 Million.
During the year under review, ACD acquired 1,913 Compulsorily Convertible Preference
Shares of 4B Networks for aggregate consideration of about Rs.900 Million. Further, ACD
has also acquired 650,000 Compulsorily Convertible Debentures of NewInc Internet Services
Pvt. Ltd. for aggregate consideration of about Rs.65 Million.
Further, ACD had extended an inter-corporate of Rs.120 Million to 4B Networks.
Further, during the year under review, the Company has fully written-off the
investments made in 4B Networks considering its state of affairs and other relevant
factors including excessive cash burn, liquidity issues and significant uncertainty
towards funding options.
NewInc Internet Services Pvt. Ltd. (NewInc), a wholly- owned subsidiary of ACD, is
engaged in the business of providing all kinds and types of internet, computer and
electronics data processing services. During the year under review, the total income of
NewInc was Rs.7.59 Million as compared to Rs.8.23 Million in FY22 on account of other
income.
During the year under review, NewInc issued and allotted
650.000, 0.0001% Compulsorily Convertible Debentures of Rs.100/- each to ACD for Rs.65
Million.
Interactive Visual Solutions Pvt. Ltd. (Interactive),
is the owner of a proprietary software which enables a high quality virtual video/3D
image of a proposed or existing real estate development to be viewed online by customers.
The total income of Interactive stood at Rs.0.01 Million in FY23 as compared to Rs.0.02
Million in FY22 on account of other income.
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.1.34 Million in FY23 as against Rs.0.24 Million in FY22.
Smartweb Internet Services Ltd. (SMISL), is engaged in the business of providing all
kinds of internet services and to act as investment advisor, financial consultant,
management consultant, investment manager and/or sponsor of alternative investment
fund(s).
SMISL acts as an investment manager to Alternative Investment Funds (AIFs) registered
with SEBI, named as Info Edge Venture Fund (IEVF), Info Edge Capital (IEC) and Capital 2B
(C2B) Trusts, registered with SEBI as a Category-II AIF under the SEBI (Alternative
Investment Funds) Regulations, 2012, for which Trustees are Beacon Trusteeship Ltd. for
IEVF and Credentia Trusteeship Services Pvt. Ltd. for IEC and C2B.
Further, during the year under review, SMISL has made the following contributions in
AIFs in capacity of a Sponsor:
• Contribution of Rs.50 Million in IE Venture Fund Follow- on I, second Scheme of
IEVF by subscription of 500,000 Class B Units of Rs.100/- each;
• Contribution of Rs.50 Million in IE Venture Investment Fund II, a Scheme of IEC
by subscription of 500,000 Class B Units of Rs.100/- each; and
• Contribution of Rs.50 Million in Capital 2B Fund I, a Scheme of C2B by
subscription of 500,000 Class B Units of Rs.100 each.
Further during the year under review, SMISPL issued and allotted 1,500,000, 0.0001%
Compulsorily Convertible Debentures of Rs.100/- each to the Company for Rs.150 Million.
SMISL had the total income of Rs.450.29 Million in FY23 as compared to Rs.160 Million
in FY22.
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.6.74 Million in FY23 as compared to Rs.7.73 Million in FY22 on
account of other income.
During FY21, SISL had extended an inter-corporate loan of Rs.60 Million to Printo
Document Services Pvt. Ltd. Further, during FY23 such loan including interest was
converted into 9,847 equity shares and such equity shares were transferred by SISL to SIHL
for an aggregate consideration of about Rs.69.74 Million.
Redstart Labs (India) Ltd. (Redstart), provides all kinds and types of Internet
services, development of software, consultancy, technical support for consumer companies,
internet or SaaS providers and any other services in the area of information technology
and product development.
Redstart, during the year, issued and allotted 500,000, 0.0001% Compulsorily
Convertible Debentures of Rs.100/- each to the Company for Rs.50 Million. Further,
Redstart has made the following investments by way of subscription/ purchase of shares:
• 146 Compulsorily Convertible Preference Shares of Attentive OS Pvt. Ltd. for an
aggregate consideration of about Rs.1,460/-.
• 38,639 Compulsorily Convertible Preference Shares of String Bio Pvt. Ltd. for an
aggregate consideration of about Rs.149.99 Million.
• 73 Compulsorily Convertible Preference Shares of Crisp Analytics Pvt. Ltd. for
an aggregate consideration of about Rs.11.97 Million.
• 3,822 Compulsorily Convertible Preference Shares of Sploot Pvt. Ltd. for an
aggregate consideration of about Rs.89.48 Million.
• 2,308 Compulsorily Convertible Preference Shares of Vyuti Systems Pvt. Ltd. for
an aggregate consideration of about Rs.22.50 Million.
• 587 Compulsorily Convertible Preference shares of Ubifly Technologies Pvt. Ltd.
for an aggregate consideration of about Rs.44.39 Million.
Further, during the year under review, Redstart has availed an inter-corporate loan of
Rs.650 Million from the Company, out of which Rs.420 Million was repaid as on March
31,2023.
Further, subsequent to the end of the year under review and upto the date of this
report, Redstart has issued and allotted
20,000,000 equity shares having face value of Rs.10/- each to the Company for Rs.200
Million and also granted an intercorporate loan of about Rs.13 Million to Rayiot Solutions
Private Limited, a subsidiary of Ray IOT Solutions Inc.
The total income of Redstart stood at Rs.11.98 Million in FY23 as against Rs.4.42
Million in FY22 on account of other income.
Zwayam Digital Pvt. Ltd. (Zwayam), Zwayam is engaged in the business of providing SaaS
based end to end recruitment process automation Solutions to its corporate customers. It
had the total income of Rs.388.59 Million in FY23 as compared to Rs.116.58 Million in
FY22.
During the year under review, Zwayam has issued and allotted 200,000, 0.0001%
Compulsorily Convertible Debentures of Rs.100/- each to the Company for an aggregate
consideration of about Rs.20 Million.
Axilly labs Pvt. Ltd. (Doselect), Doselect is engaged in the business of providing
technical assessment services to its clients for recruitment and learning purposes. It
delivers these services via its technical assessment platform doselect.com. It had the
total income of Rs.324.65 Million in FY23 as compared to Rs.163.1 8 Million in FY22.
Makesense Technologies Ltd. (MTL), is engaged in the business of providing services and
solutions in relation to placement consultancy, personnel recruitment, staffing,
professional hiring and management consultancy to all kinds of persons, firms or
organizations. It had no revenue from operations during the year. The total income
of MTL from other sources was Rs.0.65 Million in FY23 as compared to Rs.0.64 Million in
FY22.
The Company owns 50.01% of MTL while MTL holds about 13.31% in Policybazaar.
During FY22, MTL and Policybazaar had approved a Scheme of Amalgamation between MTL and
Policybazaar and their respective shareholders, pursuant to the provisions of Sections 230
to 232 and other applicable provisions of the Act, including rules made thereunder
(Scheme). The Joint Application before the Hon'ble National Company Law Tribunal ('Hon'ble
Tribunal'), Chandigarh Bench, under the provisions of Sections 230 to 232 of the Act was
filed on May 28, 2021. However, MTL received a request letter from Policybazaar seeking
its consent for withdrawal of the aforesaid Scheme from the Hon'ble Tribunal in order to
expedite the process of its IPO. In view of the above, the Board of Directors of MTL had
passed a resolution approving the withdrawal of the aforesaid Scheme, subject to approval
of the Hon'ble Tribunal. Thereafter, the Hon'ble Tribunal vide its Order dated October 28,
2021, had approved the withdrawal of the said Scheme. Thereafter, both the companies had
agreed that they intend to file a fresh scheme, in the same form as the current Scheme,
after making requisite changes due to listing of Policybazaar post completion of the said
IPO.
Accordingly, MTL and Policybazaar at their respective Board Meetings, held on April 26,
2022, had approved the fresh Scheme of Amalgamation between MTL (Transferor Company) and
Policybazaar (Transferee Company) and their respective shareholders, under Sections 230 to
232 and other applicable provisions of the Act, including rules made thereunder. The said
Scheme is subject to the necessary regulatory and statutory approvals. Upon the said
Scheme becoming effective and pursuant to proportionate share issuance by the Transferee
Company to the shareholders of the Transferor Company, economic interest of the Company in
Policybazaar shall remain unchanged.
The said Scheme of Amalgamation provides for the amalgamation of the Transferor Company
with the Transferee Company to derive the following benefits:
a. Streamlining of the corporate structure.
b. Pooling of resources of the Transferor Company with the resources of the Transferee
Company.
c. Significant reduction in the multiplicity of legal and regulatory compliances
required at present to be carried out by both the Transferor Company and the Transferee
Company.
d. Rationalization of costs, time and efforts by eliminating multiple record keeping,
administrative functions and consolidation of financials through legal entity
rationalization; and
e. Reduction of administrative responsibilities, multiplicity of records and legal as
well as regulatory compliances.
The aforesaid Scheme was filed by the Transferee Company with NSE and BSE and
no-objection certificate has also been issued by the NSE and BSE on the Scheme.
Further, during FY24, the Transferor Company and Transferee Company have filed a Joint
Application before the Hon'ble Tribunal, under the provisions of Sections 230 to 232 of
the Act and the same is under process.
INVESTEE COMPANIES
Your Company has the following continuing external financial and strategic investments.
All holding percentages in the investee companies given below are computed on fully
converted and diluted basis. The percentage holdings are held directly or indirectly
through its subsidiaries. It may be noted that the actual economic interest in these
investee companies may or may not result into equivalent percentage shareholding on
account of the terms of the agreements with them.
A. SUBSIDIARIES
Aisle Network Pvt. Ltd. (Aisle), is engaged in the business of running multiple dating
platforms on the web via its mobile apps Aisle, Anbe, Arike, Neetho and Neene. These
platforms allow users to browse through profiles of other users with the intent of finding
their suitable partner. It had the total income of Rs.325.89 Million in FY23 as compared
to Rs.141.77 Million in FY22.
Sunrise Mentors Pvt. Ltd. (Sunrise), is engaged in the business of providing online
education and operates an e-learning platform - CodingNinjas.
During the year under review, the Company, through its wholly-owned subsidiary SIHL,
had acquired 2,356 Compulsorily Convertible Preference Shares of Sunrise for an aggregate
consideration of about Rs.70 Million.
Further, the Company had also acquired 22,836 Compulsorily Convertible Preference
Shares and 27,089 Equity Shares via a mix of primary and secondary acquisition of Sunrise
for an aggregate consideration of about Rs.1,353.92 Million. As on March 31, 2023, the
Company holds an aggregate stake of 54.64% in Sunrise on a fully converted & diluted
basis and consequently, Sunrise has become the subsidiary of the Company.
During the year under review, it had net revenue of Rs.589.08 Million, as against
Rs.279.62 Million revenue during the previous financial year. The total income stood at
Rs.613.06 Million in FY23 as against Rs.289.12 Million in FY22.
International Educational Gateway Pvt. Ltd. (Univariety),
is engaged in an educational business of providing products and services and
counselling to students, schools, colleges and education. 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.
Further, during the year under review, the Company, through its wholly-owned subsidiary
SIHL, has acquired 3,789 Compulsorily Convertible Preference Shares of Univariety for an
aggregate consideration of Rs.40 Million. As on March 31, 2023, the Company holds an
aggregate stake of 53.55% in Univariety and consequently, Univariety has become step-down
subsidiary of the Company through SIHL.
During the year under review, it had net revenue of Rs.90.54 Million, as against
Rs.84.10 Million revenue during the previous financial year. The total income stood at
Rs.92.64 Million in FY23 as against Rs.89.23 Million in FY22.
4B Networks Pvt. Ltd. (4B Networks), enables real estate developers and brokers to
communicate with each other and conduct their business via the Broker Network platform. It
helps brokers conduct site visits and provide home loan related services to their clients.
During the year under review, the Company through its wholly-owned subsidiary, ACD has
acquired 1,913, 0.0001%, Compulsorily Convertible Preference shares of 4B Networks at an
aggregate consideration of about Rs.900 Million.
Further, during the year under review, ACD has extended an inter-corporate loan of
Rs.120 Million to 4B Networks.
Further, considering various factors including excessive cash burn, prevailing
liquidity issues and significant uncertainty towards funding options, the entire
investment made in 4B Networks was fully impaired during the year under review.
B. OTHER INVESTEE COMPANIES
Zomato Ltd. (Zomato)
Zomato Limited [Formerly known as Zomato Pvt. Ltd.] owns & operates the website,
www.zomato.com. It generates revenue from advertisements of restaurants and lead sales.
As on March 31, 2023, the Company directly holds an aggregate stake of 13.97% in Zomato
and indirectly, through NISL holds a stake of 0.06% in Zomato, on fully convertible and
diluted basis.
PB Fintech Ltd. (PB Fintech/Policybazaar)
PB Fintech [Formerly known as Etechaces Marketing & Consulting Pvt. Ltd.] doing
business as www.policybazaar.com, develops and publishes an online financial services
platform. The company offers a consumer centric platform by partnering with financial
services companies such as insurance companies to help customers select products/schemes
that best suit their requirements.
The aggregate investment of the Company, held indirectly through its Subsidiaries/Joint
Ventures, in PB Fintech as on March 31,2023 is 19.42%. However, since 49.99% of Makesense
Technologies Ltd. (holding 13.31 % in Policybazaar) is held by MacRitchie Investments Pte.
Ltd., an indirect wholly-owned subsidiary of Temasek Holdings (Pvt.) Ltd. (Temasek), the
Company's relevant economic interest in PB Fintech is 12.77%.
Printo Document Services Pvt. Ltd. (Printo)
Printo is a print-on-demand platform for personal and business print and corporate
merchandise in India. The Company provides business cards, business stationary, ID
cards/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 retails its products online and via retail
stores.
During the year under review, the Company through its wholly-owned subsidiary, SIHL has
further invested about Rs.39.98 Million in Printo. Further, during FY21, SISL had extended
an inter-corporate loan of Rs.60 Million to Printo and during FY23 such loan including
interest was converted into 9,847 equity shares and such equity shares were transferred by
SISL to SIHL for an aggregate consideration of about Rs.69.74 Million. The Company as on
March 31, 2023, through SIHL holds stake of 33.63% on a fully converted and diluted basis.
Happily Unmarried Marketing Pvt. Ltd. (HUM)
The business of HUM generates revenues from design and sale of fun creative products as
also a men's grooming range (Ustraa) and has a large addressable market.
During the year under review, the Company through its wholly-owned subsidiary, SIHL has
further invested about Rs.75 Million in HUM. The Company as on March 31, 2023 through its
wholly-owned subsidiary, SIHL, holds stake of 30.48% on a fully converted and diluted
basis.
Further, subsequent to the end of the year under review and before the date of this
report, HUM has availed an inter-corporate loan amounting to Rs.10 Million from SIHL.
Nopaperforms Solutions Pvt. Ltd. (Nopaperforms)
Nopaperforms runs a business of providing a SaaS platform (via website namely
www.nopaperforms.com) which has a suite of software products including lead management
system, application management system, campaign management etc. The site aims to create IP
out of providing an end-to-end solution to institutions and individuals, as the case may
be, for managing their leads and workflows.
The Company as on March 31, 2023 through its wholly- owned subsidiary, SIHL, holds
stake of 48.10% on a 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.
During the year under review, the Company through its wholly-owned subsidiary, SIHL has
further invested Rs.93.13 Million. The Company has invested aggregate amount of Rs.624.94
Million for a stake of 34.40% on fully converted and diluted basis.
Bizcrum Infotech Pvt. Ltd. (ShoeKonnect/Bijnis)
ShoeKonnect is a B2B marketplace (ShoeKonnect mobile app/www.shoekonnect.com website)
that
enables footwear brands, manufacturers, wholesalers and retailers to connect,
communicate & transact with each other for conducting and expanding their business.
The platform facilitates catalogue/inventory uploading, order placement, order receipt,
delivery scheduling and payment management amongst manufacturers, wholesalers,
manufacturers and retailers.
The Company through its wholly-owned subsidiary, SIHL has invested aggregate amount of
Rs.635.58 Million for a stake of 27.58% on fully converted and diluted basis.
Further, during the year under review, the business received strong levels of valuation
relative to the levels of its current business operations and financial fundamentals. Few
stipulations in the shareholders' agreement entitled the shareholders to execute a
buy-back of its shares. These are standard industry practices and such clauses are
normally included in today's shareholder agreements. However, if such a buy-back was
executed, inadequate cash reserves at the company would lead to default and as such gets
recorded as contingent liabilities. This led to adopting prudent accounting norms by the
Company as per regular practice resulting in an eventuality of provisioning for the entire
investment amount in the Company's books, resulting in a write-off of the investments
made. However, the business operates as usual post this provisioning.
Medcords Healthcare Solutions Pvt. Ltd. (Medcords)
Medcords (operated through a website www.medcords.com and its app 'Medcords') is a
cloud- based ML powered ecosystem that connects and enables various stakeholders of the
healthcare ecosystem. The ecosystem facilitates, among other things, remote consultations
and follow-up consultations with doctors, and intelligent digitization of users' medical
records and on-demand availability of such records. The venture aims to create IP out of
medical data and advanced analytics to create efficient healthcare decision systems for
doctors, hospitals, government, etc. They currently have a web-app for doctors and android
apps for pharmacies and patients.
The Company through SIHL, a wholly-owned subsidiary, has invested aggregate amount of
about Rs.96.38 Million for a stake of 14.24% on fully converted and diluted basis.
Shop Kirana E Trading Pvt. Ltd. (Shopkirana)
Shopkirana is engaged in the business of developing a B2B e-commerce platform for
ordering, delivery, payments and related products/services among various stakeholders in
grocery/FMCG supply chain. Shopkirana helps retailers with simple and efficient
M-distribution platform by ensuring the most competitive prices, quick delivery and single
sourcing channel for retailers while brands have visibility and direct connect to
retailers for promotions or product launch.
During the year under review, the Company through SIHL, a wholly-owned subsidiary, has
invested Rs.133.48 Million in Shopkirana.
The Company till March 31,2023 has invested aggregate amount of Rs.1,271.72 Million for
a stake of 26.41% on fully converted and diluted basis.
Greytip Software Pvt. Ltd. (Greytip)
Greytip is an HR and Payroll SaaS company focused on serving SME customers in India and
abroad. Their software solutions cover all areas, including employee information
management, leave and attendance management, payroll, expense claims and more. They enable
companies in their digital transformation by streamlining HR operations, increasing
productivity and by enhancing employee experience.
The Company has invested aggregate amount of about Rs.650 Million for a stake of 30.38%
on a fully converted and diluted basis.
LQ Global Services Pvt. Ltd. (Legitquest)
LegitQuest is SaaS product at the intersection of Technology & Legal utilizing
Machine Learning, Modern Search algorithm & Data Analytic for the legal professionals.
It is a Legal-Tech venture run by versatile team of techsavvy attorneys, engineers and
designers who aim to make the practice of law simpler for its end users.
The Company through its wholly-owned subsidiary SIHL, has invested aggregate amount of
Rs.40 Million for a stake of 23.07% on fully converted and diluted basis.
Metis Eduventures Pvt. Ltd. (Adda247)
Adda247 is an online government jobs preparation platform. It is India's leading
education-technology company that helps students prepare for several government jobs via
its multiple platforms bankersadda.com, sscadda.com, Adda247 mobile app, Adda247 Youtube
channel, ctetadda.com and Career Power.
During the year under review, the Company has further invested about Rs.750 Million in
Adda247. The Company has invested aggregate amount of Rs.1,441.88 Million for a stake of
25.88% on fully converted and diluted basis.
Terralytics Analysis Pvt. Ltd. (Terralytics)
Terralytics is engaged in the business of developing real estate intelligence and
analytics platform for sale to banks, developers, consulting firms, etc. for diligence,
information and other purposes.
During the year under review, the Company had invested an amount of Rs.36.98 Million in
Terralytics.
The Company till March 31, 2023 has invested about Rs.86.98 Million in Terralytics for
a stake of 23.03% on a fully converted and diluted basis.
Llama Logisol Pvt. Ltd. (Shipsy)
Shipsy's vision is to digitalize the entire logistics ecosystem. It has launched the
platform for Exporters and Importers to manage their vendors for Price Procurement,
Shipment Execution and end to end container tracking. The product is designed to empower
exporters and importers to digitalize their operations and bring about significant time
and cost savings.
During the year under review, the Company through its wholly-owned subsidiary, SIHL has
invested an amount of Rs.23.08 Million. The Company has till March 31, 2023 invested
aggregate amount of Rs.683.87 Million in Shipsy for a stake of 22.58% on fully converted
and diluted basis.
Juno Learning Pvt. Ltd. (Juno)
Juno is engaged in the business, which is an interactive, online school that teaches
sales techniques, processes, and tools to students and entry-level professionals in an
experiential manner, to enhance employability.
The Company, till March 31, 2023 has invested about Rs.112.50 Million in Juno for a
stake of 25% on a fully converted and diluted basis.
Crisp Analytics Pvt. Ltd. (Lumiq)
Lumiq provides an AI based data platform catering to Banks, Insurance companies, NBFCs
and other BFSI clients. Their product uses a layer of data adaptors which captures data
across workflows creating a data lake which acts as a single source of truth for their
clients. They also provide their own data storage and have proprietary AI engine using
which they have built various products on top of it like smart underwriting, collection
analytics, omni-channel customer experience management among others. It also acts like a
PaaS as many of their clients choose to build their own modules on top of their data
platform.
During the year under review, the Company through its wholly-owned subsidiary, Redstart
has invested an amount of Rs.11.97 Million.
The Company, through Redstart till March 31, 2023, has invested aggregate amount of
Rs.26.98 Million in Lumiq for a stake of 2.50% on a fully converted and diluted basis.
Unboxrobotics Labs Pvt. Ltd. (Unbox Robotics)
Unbox Robotics is a leading supply chain robotics technology company, specialising in
robotics-based fulfilment and distribution technology for small to large e-commerce,
retail and logistics enterprises. Unbox Robotics' cutting edge technology solutions
accelerates the parcel sortation and order fulfilment to facilitate efficient express
logistics operations delivering seamless end customer experience.
Unbox Robotics' USP lies in its ability to scan, sort and dispatch packages in less
than 50-70% physical space through its innovative and compact vertical sorting robotic
solution.
The Company through Redstart has invested aggregate amount of Rs.105.98 Million in
Unbox Robotics for a stake of 6.12% on fully converted and diluted basis.
BrainSight Technology Pvt. Ltd. (BrainSight)
BrainSight is engaged in the business of facilitating the discovery of holistic
reporting built with imaging modalities such as fMRI, sMRI and digital phenotypes
processed through AI powered platform developed by the company.
BrainSight is creating an advanced suite of neuroinformatics, which combines 3D
visualization, 3D modeling, AI and advanced imaging modalities like resting-state fMRI
with other modalities, to offer a comprehensive picture of the brain.
The Company through Redstart has invested an aggregate amount of about Rs.10.95 Million
in BrainSight for a stake of 4% on a fully converted and diluted basis.
String Bio Pvt. Ltd. (String Bio)
String Bio is engaged in the business of developing, manufacturing and selling of value
added products from biological processes, including but not limited to developing,
manufacturing, marketing and selling of feed protein, human protein, carotenoids, acetic
acid, lactic acid, succinic acid or any other products by applying the technology (SIMP
platform) of converting
the organic waste, biogas, methane using recombinant methanotrophic bacteria,
micro-organisms and processes for fermentation and purification of value added products
from gaseous substrates.
During the year under review, the Company through Redstart, has invested about Rs.150
Million in String Bio.
The Company through Redstart has invested an aggregate amount of about Rs.165 Million
in String Bio till March 31, 2023, for a stake of 0.93% on a fully converted and diluted
basis.
Attentive AI Solutions Pvt. Ltd. (Attentive AI)
Attentive AI is a deep learning company that applies machine learning computer vision
algorithms on satellite imagery to generate business insights useful for insurance,
navigation, landscaping and other industries.
The Company through Redstart has invested an aggregate amount of about Rs.37.10 Million
in Attentive AI for a stake of 4.43% on a fully converted and diluted basis.
Attentive OS Pvt. Ltd. (Attentive OS)
Attentive OS is a wholly-owned subsidiary of Attentive Inc, US and it is engaged in
providing software development support to Attentive Inc, US.
Redstart has invested in the US entity of Attentive OS Private Limited and had the
right to invest in the Indian entity under the executed Transaction documents, pursuant to
which Attentive AI had restructured the business and issued shares to Redstart in the
Indian namely, Attentive OS.
The Company through Redstart, during the year under review, invested an aggregate
amount of about Rs.1,460 in Attentive OS for a stake of 10.25% on a fully converted and
diluted basis.
Skylark Drones Pvt. Ltd. (Skylark)
Skylark is engaged in the business of providing worksite intelligence (including data
such as site conditions and/or data analytics) (on platform developed by the Company) to
its customers of data collected by it and any other business that the Company undertakes
in the future as permitted by its charter documents.
The Company through Redstart has invested an aggregate amount of about Rs.6 Million in
Skylark for a stake of 1.20% on a fully converted and diluted basis.
RAY IOT Solutions Inc. (Ray IOT)
Ray IOT develops a non-contact breathing and sleep tracker for babies. Raybaby analyzes
and relays a host of information about your baby's health through an app called 'Smart
Journal'. Ray IOT has created the first and only non-contact wellness and sleep tracker.
The Company through Redstart, has invested about Rs.22.36 Million in Ray IOT for a
stake of 4.14% on a fully converted and diluted basis.
Further, subsequent to the end of the year under review and before the date of this
report, Redstart has extended an inter-corporate loan of about Rs.13 Million to Rayiot
Solutions Private Limited, a subsidiary of Ray IOT.
AarogyaAl Innovations Pvt. Ltd. (AarogyaAl Innovations)
AarogyaAl Innovations is engaged in the business of diagnosis of drug-resistant
diseases with the help of machine learning and Al-powered software. There machine learning
algorithm provides the output report of the comprehensive drug susceptibility status of
the patient based on the DNA sequence of the patient.
The Company through Redstart, has invested an
aggregate amount of about Rs.22.50 Million in AarogyaAl Innovations by acquisition of
convertible notes for a stake of 4.17% on a fully converted and diluted basis.
Psila Tech Pte. Ltd. (Psila)
Psila is engaged in building a platform for discovering and understanding crypto and
allied assets, community led social trading through integration with crypto exchanges.
The Company through Redstart, has invested an
aggregate amount of about Rs.57.30 Million in Psila for a stake of 13.38% on a fully
converted and diluted basis.
Sploot Pvt. Ltd. (Sploot)
Sploot is engaged in the business of providing products and services to pet parents
with respect to the pet's health, behaviour and nutrition through content and app-based
help. This includes organization of pet's medical records, everyday tasks and access to
professionals and services.
During the year under review, the Company through Redstart, invested an aggregate
amount of about Rs.89.48 Million in Sploot for a stake of 27.65% on a fully converted and
diluted basis. Consequently, Sploot became an associate of the Company.
Vyuti Systems Pvt. Ltd. (Vyuti)
Vyuti is engaged in business of designing, developing, manufacturing, selling and
servicing of hardware and software solutions based on machine vision technology that
enables industrial robotic arms in auto component and OEM manufacturing sectors, to
universally pick, orient and place rigid objects from random orientations.
During the year under review, the Company through Redstart, invested an aggregate
amount of about Rs.22.50 Million in Vyuti for a stake of 2.06% on a fully converted and
diluted basis.
Ubifly Technologies Pvt. Ltd. (Ubifly)
Ubifly is engaged in the business of development and commercialization of aerial
vehicles and related technologies.
During the year under review, the Company through Redstart, invested about Rs.44.39
Million in Ubifly for a stake of 2.86% on a fully converted and diluted basis.
The aforesaid Investee Company(ies), including the companies that became part of the
portfolio during the year (except Lumiq, Unbox Robotics, BrainSight, String Bio, Attentive
Al, Skylark, Ray loT, AarogyaAl Innovations, Psila, Vyuti, Ubifly, Attentive OS and other
listed investee companies), achieved an aggregate revenue of Rs.16,337.70 Million as
against Rs.10,323.16 Million during the previous financial year. The aggregate operating
PBT level loss was Rs.7,195.52 Million as compared to Rs.3,654.81 Million during the
previous financial year.
The above companies are treated as 'Associate Company/Joint Ventures', except where
mentioned specifically, in our Consolidated Financial Statements as per the Accounting
Standards issued by the lnstitute of Chartered Accountants of India and notified by the
Ministry of Corporate Affairs.
Contributions made to Alternate Investment Funds
The Company had set up its first Alternative Investment Fund (AIF) in FY20 named Info
Edge Venture Fund (IEVF) to invest in technology and technology enabled entities. Smartweb
Internet Services Ltd., a wholly- owned subsidiary of the Company, acts as an Investment
Manager/Sponsor to the said AIF. IEVF was capitalized with Rs.750 Crore with 50% being
invested by the Company and 50% by MacRitchie Investments Pte. Ltd. (an indirect
wholly-owned subsidiary of Temasek Holdings (Pvt.) Ltd.)
Subsequently, the Company during FY23 had added second scheme, IE Venture Fund
Follow-on I (IEVF Follow-on Fund) to the IEVF and floated other two AIFs namely, Info Edge
Capital (IEC) and Capital 2B (C2B). IEC and C2B are registered with SEBI as a Category II
- AIF, under the SEBI (Alternative Investment Funds) Regulations, 2012. Smartweb Internet
Services Ltd. acts as an Investment Manager/Sponsor to IEC and C2B. IEC had launched a
scheme namely, IE Venture Investment Fund II (IEVI Fund II) and C2B had launched a scheme
by the name of Capital 2B Fund I (C2B Fund). MacRitchie Investments Pte. Ltd. had
committed to approximately 50% of total corpus of each scheme in partnership with the
Company in the aforesaid AIFs sponsored through Smartweb Internet Services Ltd., viz. IEVF
Follow- on Fund- Rs.375 Crore (about $50 Million), IEVI Fund II- Rs.562.50 Crore (about
$75 Million) and C2B Fund- Rs.281.25 Crore (about $37.5 Million).
During the year under review, the Company has directly made the following contributions
to AIFs:
• Contribution of Rs.2,200 Million to IEVF Follow-on Fund, second Scheme of IEVF,
by subscription of 22,000,000 Class A Units, having face value of Rs.100/- each,
• Contribution of Rs.500 Million to C2B Fund, a Scheme of C2B by subscription of
5,000,000 Class A Units, having face value of Rs.100/- each, and
• Contribution of Rs.1,000 Million to IEVI Fund II, a Scheme of IEC by
subscription of 10,000,000 Class A Units of Rs.100 each.
During the year under review, SIHL has also made the following contributions in AIFs by
acquisition of:
• 2,000,000 Class A Units, having face value of Rs.100/- each of IE Venture Fund
I, a scheme of IEVF for consideration of Rs.200 Million,
• 10,000,000 Class A Units, having face value of Rs.100/- each of IEVF Follow-on
Fund, a scheme of IEVF for consideration of Rs.1000 Million, and
• 3,000,000 Class A Units, having face value of Rs.100/- each of IEVI Fund II, a
scheme of IEC for consideration of Rs.300 Million.
Further, SMISL has made the following contributions in AIFs in capacity of a investment
manager/sponsor:
• Contribution of Rs.50 Million in IEVF Follow-on Fund, second Scheme of IEVF by
subscription of 500,000 Class B Units of Rs.100 each;
• Contribution of Rs.50 Million in IEVI Fund II, a Scheme of IEC by subscription
of 500,000 Class B Units of Rs.100 each; and
• Contribution of Rs.50 Million in C2B Fund, a Scheme of C2B by subscription of
500,000 Class B Units of Rs.100 each.
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 FY23, your Company invested (including outstanding inter-corporate loans),
directly or indirectly, about Rs.3,953.90 Million into the aforesaid Investee companies.
This excludes investments made in AIFs directly or indirectly.
Further, particulars of all investments and loans are provided in notes to the
financial statements forming part of this Annual Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
As per the provisions of the Act and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (Listing Regulations), as amended, your Company had
revised its Policy on Related Party Transactions effective April 1, 2022, which is also
available on Company's website at http://www.infoedge.in/pdfs/
Related-Party-Transaction-Policy.pdf
The Policy intends to ensure that proper reporting, approval and disclosure processes
are in place for all related party transactions. This policy also specifically deals with
the review and approval of material related party transactions keeping in mind the
potential or actual conflicts of interest that may arise because of entering into these
transactions.
All related party transactions are periodically placed before the Audit Committee for
review and approval. Prior omnibus approval is also obtained for related party
transactions on an annual basis for transactions which are of repetitive nature and/or
entered in the ordinary course of business and at arm's length basis and such transactions
are reviewed by the Audit Committee on quarterly basis.
Further, during the year under review, the Company through postal ballot process had
obtained approval of the members of the Company pursuant to Regulation 23 of the Listing
Regulations for entering into material related party transactions, directly or indirectly,
with AIFs namely, IEVF, IEC and C2B, related parties of the
Company within the meaning of Regulation 2(1)(zb) of the Listing Regulations, for
subscription or purchase of units of their respective Schemes.
The particulars of contracts or arrangements with related parties referred to in
sub-section (1) of Section 188 of the Act in the prescribed Form AOC-2 are given in
Annexure II.
MATERIAL CHANGES AND COMMITMENT
There have been no material changes affecting the financial position of the Company
which have occurred between the end of the financial year of the Company and the date of
the Report.
As required under Section 134(3) of the Act, the Board of Directors informs the members
that during the financial year, there have been no material changes, except as disclosed
elsewhere in report:
• In the nature of 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
Global economic conditions are expected to continue to be difficult in FY24 with low
levels of growth even in faster growing economies like India. Therefore, across the
domains where the Company operates there is going to be strong competitive pressures. The
positive for the Company's business domain is faster than expected pace of mobile
penetration across India and the COVID led push for digitisation of several work processes
that were erstwhile human dependent. The Company has at an early stage made investments
into technology and in things like AI and machine learning. So FY24, will essentially be
an early phase of digital transformation in the operations mechanism of the Company. The
growth momentum is expected to continue while there are going to be pressure of market
slowdowns and heavy competition across the different segments where it operates. However,
the Company is confident that with the strategic positioning of its different businesses,
FY24 will be another year of reasonably good growth for the Company.
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 Listing Regulations, a separate section on 'Corporate
Governance' with a detailed compliance report on corporate governance and a certificate
from M/s. Chandrasekaran Associates, Company Secretaries, Secretarial Auditors of the
Company regarding compliance of the conditions of Corporate Governance, forms part of this
Annual Report. The report on Corporate Governance also contains certain disclosures
required under the Act.
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion & Analysis Report for the year under review as stipulated
under Regulation 34 of the Listing Regulations is presented in a separate section forming
part of this Annual Report.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Company met 12 (twelve) times during the year under
review on April 15, 2022, May 27, 2022, August 12, 2022, September 20, 2022, October 3,
2022, November 11,2022, December 20, 2022, January 5, 2023 (adjourned and reconvened on
January 6, 2023), January 18, 2023, January 20, 2023, February 10, 2023 and February 21,
2023. The details of the meetings of the Board including that of its Committees and
Independent Directors' meeting(s) are given in the Report on Corporate Governance section
forming part of this Annual Report.
BOARD COMMITTEES
The Company has several Board Committees which have been established as part of the
best corporate governance practices and are in compliance with the requirements of the
relevant provisions of applicable laws and statutes. As on March 31, 2023, the Board has 7
(seven) Committees, namely, Audit Committee, Stakeholders' Relationship Committee,
Corporate Social Responsibility Committee, Risk Management Committee, Nomination &
Remuneration Committee, Committee of Executive Directors and Business Responsibility &
Sustainability Reporting Committee (hitherto known as Business Responsibility Reporting
Committee).
During the year, all recommendations of Audit Committee were accepted by the Board.
The details of the composition, powers, functions, meetings of the Committee held
during the year are given in the Report on Corporate Governance section forming part of
this Annual Report.
ESTABLISHMENT OF THE VIGIL MECHANISM
The Company has formulated an effective Whistle Blower Mechanism and a policy that lays
down the process for raising concerns about unethical behavior, actual or suspected fraud
or violation of the Company's Code of Ethics & Conduct. The Company has appointed M/s.
Thought Arbitrage Consulting, as an Independent External Ombudsman. This policy is further
explained under Corporate Governance section, forming part of this Report and the full
text of the Policy is available on the website of the Company at www.infoedge.in.
Your Company hereby affirms that no Director/Employee have been denied access to the
Chairperson of the Audit Committee. One complaint was received through the said mechanism
which was duly resolved during the year under review.
RISK MANAGEMENT POLICY
The Company has duly approved a Risk Management Policy. The Company has an effective
risk management procedure, which is governed at the highest level by the Board of
Directors, covering the process of identifying, assessing, mitigating, reporting and
review of critical
risks impacting the achievement of Company's objectives or threaten its existence.
To further strengthen & streamline the procedures about risk assessment and
minimization procedures, the Board of Directors constituted a Board level Risk Management
Committee (RMC). RMC is responsible for monitoring and reviewing the risk management plan
and ensuring its effectiveness. The detailed terms of reference of RMC are given in the
Report on Corporate Governance section forming part of this Annual Report. The Company
follows a 4 (four) steps Risk Management framework which includes identification of the
risk to which Company is exposed to (basis relevance, type, source, impact, severity,
probability and function) as a first step, risk assessment (each risk assessed to have a
primary and secondary owner) as a second step, mitigation plan as third step and
monitoring as the fourth and the last step. The major risks identified by the businesses
and functions are systematically addressed through mitigating actions on a continuing
basis.
INTERNAL FINANCIAL CONTROLS
Your Company has put in place adequate internal financial controls with reference to
the financial statements. During the year, such controls were tested and no reportable
material weakness in the design or operation was observed.
The Company has also put in place adequate systems of Internal Control to ensure
compliance with policies and procedures which is commensurate with size, scale and
complexity of its operations. The Company has appointed an external professional firm as
Internal Auditor. The Internal Audit of the Company is regularly carried out to review the
internal control systems and processes. The Internal Audit Reports along with
implementation and recommendations contained therein are periodically reviewed by Audit
Committee of the Board.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS
During the year under review, no significant and material orders have been passed by
the regulators or courts or tribunals impacting the going concern status and Company's
operations in the future.
INSOLVENCY AND BANKRUPTCY CODE, 2016
No application or any proceeding has been filed against the Company under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) (IBC Code) during the FY23.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
The Company has not made any one-time settlement, therefore, the above disclosure is
not applicable.
ANNUAL RETURN
As required by Section 92(3) of the Act read with Rule 12 of the Companies (Management
and Administration) Rules, 2014, the Annual Return of the Company is available on the
website of the Company at www.infoedge.in/InvestorRelations/IR Annual Return.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
At Info Edge, it is our belief that a strong Board is imperative to create a culture of
leadership to provide a long-term vision and policy approach to improve the quality of
governance.
Mr. Ashish Gupta (DIN: 00521511) has been re-appointed as Independent Director of the
Company to hold office for a second term of 4 (four) consecutive years on the Board of the
Company effective from July 21, 2022 to July 20, 2026 in accordance with the approval of
the shareholders obtained at the 26th AGM of the Company held on August 27,
2021.
The respective second term(s) of Mr. Saurabh Srivastava (DIN: 00380453) and Mr. Naresh
Gupta (DIN: 00172311) as Independent Directors and tenure of Ms. Bala C Deshpande (DIN:
00020130) as a Non-executive Director, was nearing the end on March 31, 2023, therefore as
appropriate measure to achieve the objective of harmonious and seamless transition, Mr.
Arindam Kumar Bhattacharya (DIN: 01570746) and Ms. Aruna Sundararajan (DIN: 03523267), on
the basis of recommendation of Nomination & Remuneration Committee and approval of the
Board of Directors were appointed as Non-executive, Independent Directors of the Company
with effect from February 11,2023, for a period of 5 (five) years effective from February
11, 2023 upto February 10, 2028. The aforesaid appointment(s) of Non-executive,
Independent Directors was subsequently approved by the members through Postal Ballot
process concluded on March 30, 2023.
Also, in order to ensure that new Independent Directors have a better grasp of the
strategic directions and assimilate the organisation culture before taking up the baton
completely from the outgoing Directors, in the best interests of the Company and on the
basis of recommendation of the Nomination & Remuneration Committee, the Board of
Directors decided to continue the directorships of Mr. Saurabh Srivastava, Mr. Naresh
Gupta and Ms. Bala C Deshpande as Non-executive Directors for about four months, after
expiry of their respective tenure(s) i.e. with effect from April 01,2023 till August 12,
2023. The aforesaid continuation of directors was subsequently approved by the members
through Postal Ballot process concluded on March 30, 2023.
Further, on the basis of recommendation of Nomination & Remuneration Committee and
approval of the Board of Directors, Mr. Pawan Goyal (DIN: 07614990) was appointed as a
Whole-time Director of the Company, liable to retire by rotation, for a term of 5 (five)
consecutive years, effective from April 30, 2023 upto April 29, 2028. The aforesaid
appointment of Mr. Pawan Goyal as Whole-time Director was subsequently approved by the
members through Postal Ballot process concluded on March 30, 2023.
Also, the Board of Directors of the Company, on the basis of recommendation of the
Nomination and Remuneration Committee of the Company, had appointed Ms. Jaya Bhatia as the
Company Secretary & Compliance Officer w.e.f April 15, 2022.
DIRECTORS LIABLE TO RETIRE BY ROTATION
In accordance with the provisions of the Act, not less than 2/3rd
(Two-third) of the total number of Directors (other than Independent Directors) shall be
liable to retire by rotation. Accordingly, pursuant to the Act
read with Article 48 of the Articles of Association of the Company, Mr. Chintan Thakkar
(DIN: 00678173) and Mr. Hitesh Oberoi (DIN: 01189953) are liable to retire by rotation
and, being eligible, offers themselves for re-appointment.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors hold office for their respective term and are not liable to
retire by rotation. The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of independence as
prescribed both under the Act and under the Listing Regulations and that they are not
aware of any circumstance or situation, which exists or may be reasonably anticipated,
that could impair or impact their ability to discharge their duties with an objective
independent judgment and without any external influence as required under Regulation 25 of
the Listing Regulations. Further, in pursuance of Rule 6 of the Companies (Appointment and
Qualifications of Directors) Rules, 2014, all Independent Directors of the Company have
duly confirmed renewal of their respective registration with the Indian Institute of
Corporate Affairs (IICA) database.
Further, in the opinion of the Board, the Independent Directors of the Company possess
the requisite expertise and experience (including the proficiency) and are persons of high
integrity and repute.
FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
In compliance with the requirements of the Listing Regulations, the Company has put in
place a familiarization programme for the Independent Directors to familiarize them with
their roles, rights and responsibilities as Directors, the working of the Company, nature
of the industry in which the Company operates, business model etc. They are given full
opportunity to interact with senior management personnel and are provided with all the
documents required and/or sought by them to have a good understanding of the Company, its
business model and various operations and the industry of which it is a part.
Subsequent to the end of the year under review, a familiarization programme was
conducted for the new Independent Directors, namely Mr. Arindam Kumar Bhattacharya and Ms.
Aruna Sundararajan. The Company has also issued formal letter(s) of appointment outlining
his/her role, functions, duties and responsibility.
The details of the familiarization programme are explained in the Corporate Governance
which forms part of this Annual Report. The same is also available on the website of the
Company and can be accessed by web link http://www.infoedge.in/pdfs/Board-Familiarisation.pdf.
PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS
Listing Regulations laying down the key functions of the Board, mandates that the Board
shall monitor and review the Board Evaluation Process and also stipulates that the
Nomination & Remuneration Committee of the Company shall lay down the evaluation
criteria for performance evaluation of Independent Directors, Board of Directors,
Committee and Individual Directors. Section 134 of the
Act states that a formal evaluation needs to be made by the Board of its own
performance and that of its committees and individual directors. Further, Schedule IV to
the Act states that performance evaluation of Independent Directors shall be done by the
entire Board of Directors, excluding the director being evaluated. In accordance with the
aforesaid provisions, the Board has carried out the annual performance evaluation of its
own performance, the Directors individually as well as the evaluation of the working of
its Committees through structured questionnaires covering various aspects of the
functioning of Board and its Committees.
Some of the performance indicators based on which the evaluation takes place are -
attendance in the meetings, quality of preparation/participation, ability to provide
leadership and work as team player. In addition, few criteria for independent Directors
include commitment to protecting/enhancing interests of all shareholders and contribution
in implementation of best governance practices. Performance criteria for Whole-time
Directors includes contribution to the growth of the Company, new ideas/planning and
compliances with all policies of the Company.
The Board of Directors had expressed their satisfaction to the overall evaluation
process.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
Pursuant to Schedule IV to the Act and the Listing Regulations, 2 (two) meetings of
Independent Directors were held during the year i.e. on May 27, 2022 and November 11, 2022
without the attendance of Executive Directors and members of Management.
In addition, the Company encourages regular separate meetings of its Independent
Directors to update them on all business-related issues and new initiatives. At such
meetings, the Executive Directors and other members of the Management make presentations
on relevant issues.
KEY MANAGERIAL PERSONNEL
The following persons have been designated as Key Managerial Personnel of the Company
pursuant to Section 2(51) of the Act, read with the Rules framed thereunder:
1. Mr. Sanjeev Bikhchandani, Founder & Executive Vice Chairman;
2. Mr. Hitesh Oberoi, Managing Director & Chief Executive Officer;
3. Mr. Chintan Thakkar, Whole-time Director & Chief Financial Officer;
4. Mr. Pawan Goyal, Whole-time Director with effect from April 30, 2023; and
5. Ms. Jaya Bhatia, Company Secretary & Compliance Officer with effect from April
15, 2022.
4. AUDITORS AND AUDITOR'S REPORT
STATUTORY AUDITORS
In terms of the provisions of Section 139 of the Act, M/s. S.R. Batliboi &
Associates LLP Chartered Accountants (FRN: 101049W/E300004), pursuant to your approval,
were
re-appointed as Statutory Auditors of the Company, to hold office for the second term
of 5 (five) consecutive years from the conclusion of the 27th Annual General
Meeting, held on August 26, 2022, till the conclusion of the 32nd Annual
General Meeting of the Company.
The notes on financial statements referred to in the Auditors' Report are
self-explanatory and do not call for any further comments. The Auditors' Report does not
contain any qualification, reservation or adverse remark or disclaimer.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had
appointed M/s. Chandrasekaran Associates, Company Secretaries as the Secretarial Auditors
of the Company to undertake Secretarial Audit of the Company for financial year ended
March 31, 2023. Their report is reviewed by the Audit Committee and the Board on quarterly
basis.
The Secretarial Audit Report and Secretarial Compliance Report are annexed herewith as
Annexure III. The Secretarial Audit Report is self-explanatory and does not contain any
qualification, reservation or adverse remark or disclaimer.
INTERNAL AUDITORS
M/s. T.R. Chadha & Co LLP, Chartered Accountants perform the duties of internal
auditors of the Company and their report is reviewed by the Audit Committee on quarterly
basis.
MAINTAINANCE OF COST RECORDS
The provisions of maintenance of Cost Records as specified by the Central Government
under subsection (1) of Section 148 of the Act are not applicable on the Company.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, none of the auditors, viz. Statutory Auditors and
Secretarial Auditors have reported to the Audit Committee, under Section 143(12) of the
Act, any instances of fraud committed against the Company by its officers or employees,
the details of which would need to be mentioned in the Board's Report.
5. CORPORATE SOCIAL RESPONSIBILITY (CSR)
For your Company, CSR means the integration of social, environmental and economic
concerns in its business operations. CSR involves operating Company's business in a manner
that meets or exceeds the ethical, legal, commercial and public expectations that society
has of businesses. In alignment with vision of the Company, Info Edge, through its CSR
initiatives, will continue to enhance value creation in the society through its services,
conduct & initiatives, so as to promote sustained growth for the society.
The CSR Committee of the Company helps the Company to frame, monitor and execute the
CSR activities of the Company. The Committee defines the parameters and observes them for
effective discharge of the social responsibility of your Company. The CSR Policy of your
Company outlines the Company's philosophy & the mechanism for undertaking socially
useful programmes for welfare & sustainable development of the community
at large as part of its duties as a responsible corporate citizen. The CSR Committee
also formulate and recommend to the Board of the Company, CSR annual action plan in
pursuance to its Policy. The constitution of
the CSR Committee is given in the Corporate Governance Report which forms part of this
Annual Report. The CSR Policy of the Company is available on the Company's website at
http://www.infoedge.in/pdfs/CSR-Policy.pdf.
CSR FUNDS ALLOCATED
A snapshot of the geography-wise and sector-wise spread of the causes, entities and the
kind of themes supported by the Company is given below:
CSR PROJECTS FUNDED IN FY23
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 details of the CSR Projects supported by the Company during the year are available on
the Company's website at https://www.infoedge.in/pdfs/ CSR-Projects-FY2022-23.pdf
The Annual Report on CSR activities in accordance with the Companies (Corporate Social
Responsibility Policy) Rules, 2014 as amended, is set out as Annexure IV to this Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
FY23 onwards, the top 1,000 (one thousand) listed entities based on market
capitalization are required to submit a Business Responsibility and Sustainability Report
(BRSR) in the format as specified by SEBI.
The BRSR indicates the Company's performance against the principles of the 'National
Guidelines on Responsible Business Conduct'. This would enable the members to have an
insight into Environmental, Social and Governance initiatives of the Company. The concept
of BRSR lays down 9 (nine) core principles which a listed company shall follow while
undertaking its business operations.
Further, in view of the aforesaid 9 principles, the Company has also approved and
adopted certain BRSR policies, viz. ESG Policy, Anti-Bribery and Anti-Corruption Policy,
Health and Safety Policy, Human Rights Policy, Procurement Policy, Sustainable Supply
Chain Policy and Supplier Code of Conduct Policy. Further, the nomenclature of the
Business Responsibility Reporting Committee has been changed to 'Business Responsibility
& Sustainability Reporting Committee' (BRSR Committee).
In terms of Listing Regulations, a separate section on BRSR with a detailed compliance
report forms part of this Annual Report and is given in Annexure V.
CONSERVATION OF ENERGY, TECH NOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy and technology absorption as
required to be disclosed under the Act are part of Annexure VI to the Directors' Report.
The particulars regarding foreign exchange earnings and expenditure are furnished below:
(f in Million)
| Particulars |
| FY23 |
FY22 |
| Foreign exchange earnings |
|
|
| Revenue |
1,317.51 |
1,076.35 |
| Total inflow |
1,317.51 |
1,076.35 |
| Foreign exchange outflow |
|
|
| Internet & Server Charges |
0.22 |
3.26 |
| Advertising & Promotion Cost |
40.00 |
20.06 |
| Foreign Branch Expenses |
212.71 |
201.36 |
| Others |
25.81 |
17.13 |
| Total Outflow |
278.74 |
241.81 |
| Net Foreign exchange inflow |
1,038.77 |
834.54 |
GREEN INITIATIVE
The Company has implemented the 'Green Initiative' to enable electronic delivery of
notice/documents/annual reports to shareholders.
Further, the Ministry of Corporate Affairs, Government of India (MCA) vide General
Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 20/2020 dated
May 5, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated
December 31, 2020, 02/2021 dated January 13, 2021, 10/2021 dated June 23, 2021, 19/2021
dated December 8, 2021, 20/2021 dated December 8, 2021, 21/2021 dated December 14, 2021
2/2022 dated May 5, 2022 and 10/2022 dated December 28, 2022 and circulars issued by
the Securities and Exchange Board of India (SEBI) bearing Circular Nos. SEBI/HO/CFD/
CMD1/CIR/P/2020/79 dated May 12, 2020, SEBI/HO/ CFD/CMD2/CIR/P/2021/11 dated January 15,
2021, SEBI/ HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 and
SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023 (hereinafter collectively referred to
as 'the Circulars') has allowed companies to conduct their extra-ordinary general
meeting/annual general meeting (EGM/AGM) through video conferencing or other audio visual
means and also granted relaxations to issue/service notices and other reports/ documents
of AGM/EGM/Postal Ballots to its shareholders, only electronically, at their registered
e-mail address(es).
Accordingly, in compliance with the aforementioned Circulars, Notice of the AGM along
with the Annual Report 2022-23 is being sent only through electronic mode to those Members
whose e-mail addresses are registered with the Company/Depository Participant. Members may
note that the Notice and Annual Report 2022- 23 will also be available on the Company's
website www.infoedge.in. websites of the Stock Exchanges i.e. BSE and NSE at www.bseindia.com
and www.nseindia. com respectively, and on the website of e-voting agency i.e.
National Securities Depository Limited (NSDL) https://www.evoting.nsdl.com.
The members of the Company are requested to send their request for registration of
e-mails by following the procedure given below for the purpose of receiving the AGM Notice
along-with Annual Report 2022-23:
Registration of e-mail addresses for shareholders holding shares in physical form:
The members of the Company holding equity shares of the Company in physical form and
who have not registered their e-mail addresses may get their e-mail addresses registered
with Link Intime India Pvt. Ltd. (RTA), by clicking the link: https://web.linkintime.
co.in/EmailReg/Email Register.html on their website www.linkintime.co.in at the
Investor Services tab by choosing the E-mail heading and following the registration
process as guided therein. The members are requested to provide details such as name,
folio number, certificate number, PAN, mobile number and e-mail id and also upload the
image of PAN, aadhar card, share certificate & Form ISR-1 in PDF or JPEG format (upto
1 MB). On submission of the shareholders details an OTP will be received by the
shareholder which needs to be entered in the link for verification.
For Permanent Registration of e-mail addresses for shareholders holding shares in demat
form:
It is clarified that for permanent registration of e-mail address, the members are
requested to register their e-mail address, in respect of demat holdings with the
respective Depository Participant by following the procedure prescribed by the Depository
Participant.
For Temporary Registration of e-mail addresses for shareholders holding shares in demat
form:
The members of the Company holding equity shares of the Company in Demat Form and who
have not registered their e-mail addresses may temporarily get their e-mail addresses
registered with Link Intime India Pvt. Ltd. by clicking the link: https://web.linkintime.
co.in/EmailReg/Email Register.html on their website
www.linkintime.co.in at the Investor Services tab by choosing the E-mail
Registration heading and following the registration process as guided therein. The members
are requested to provide details such as name, DPID, Client ID/PAN, mobile number and
e-mail id and also upload the image of CML, PAN, aadhar card & Form ISR-1 in PDF or
JPEG format (upto 1 MB). In case of any queries, member may write to
rnt.helpdesk@linkintime.co.in, under Help section or call on Tel no.: 022-49186000.
Those shareholders who have already registered their e-mail addresses are requested to
keep their e-mail addresses validated with their Depository Participants/ RTA to enable
servicing of communication and documents electronically. In case of any queries,
shareholder may write either to the Company at investors@naukri.com or to the RTA at
aforesaid e-mail id provided.
Registering e-mail address will help in better communication between the Company and
you as an esteemed stakeholder and most importantly will reduce use of paper also
contributing towards green environment.
The Company is providing e-voting facility to all members to enable them to cast their
votes electronically on all resolutions set forth in the AGM Notice. This is pursuant to
Section 108 of the Act read with relevant rules thereon. The instructions for e-voting are
provided in the Notice of the AGM.
6. HUMAN RESOURCES MANAGEMENT
Info Edge remains primarily a people driven organisation pursuing businesses that have
strong human engagement. Your Company considers people as its biggest assets and
'Believing in People' is at the heart of its human resource strategy. Human resources
management at Info Edge goes beyond the set boundaries of compensation, performance
reviews and development. Your Company has put concerted efforts in talent management and
succession planning practices, strong performance management and learning and training
initiatives to ensure that your Company consistently develops inspiring, strong and
credible leadership.
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 organization added key skills in functions such as Engineering, Marketing, Product,
Quality Assurance and Design during FY23. There was also focus on further strengthening
manpower in emerging businesses like Zwayam, DoSelect and AmbitionBox. While the Company
continues to hire talent from the market, there is equal commitment to looking inwards and
encouraging internal talent mobility through our Inter Job Postings (IJP) program,
iEvolve. With around 40% of women associates in our workforce, Info Edge continued to
promote diversity in its workforce and took strides in building an inclusive environment.
As an organization, the Company is focused on creating a Great Place to Work that works
for all.
The Company participated in a study conducted by the Great Place to Work? Institute
(GPTWi) in December 2022. The study included an exhaustive Employee Survey floated to
everyone in the organization and a thorough Culture Audit to review the company's people
practices. Based on this study, Info Edge has been certified by GPTWI as a Great Place to
Work. This is a special milestone for the organisation. This study has empowered the
Company to obtain an outside-in perspective by benchmarking employee perceptions of the
workplace environment with selected benchmarks from the industry in turn enabling the
Company to better appreciate our strengths and identify focus areas for improvement. Info
Edge's key strengths as an organization that have emerged from the study include providing
a safe, just and fair workplace with a strong mass vote of confidence in the competence of
the leadership.
THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a
gender neutral Policy on the Prevention of Sexual Harassment at its workplaces in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules made thereunder for prevention and
redressal of complaints of sexual harassment at workplace. The Company has a framework for
employees to report sexual harassment cases at workplace and the process ensures complete
confidentiality of information.
The Company has complied with the provision relating to the constitution of Internal
Complaints Committee (IC Committee) under the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The IC Committee includes external
members with relevant experience and majority of the
members of the IC Committee are women. Thorough investigation of each case are
conducted by the IC Committee and thereafter decisions are made. The role of the IC
Committee is not restricted to mere redressal of complaints but also encompasses
prevention and prohibition of sexual harassment.
During the FY23, the Company had received 2 (two) complaints on sexual harassment under
the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal)
Act, 2013, which were duly investigated and resolved.
PARTICULARS OF EMPLOYEES
The particulars of employees required under Rule 5(2) & (3) of the Companies
(Appointment and Remuneration of the Managerial Personnel) Rules, 2014 framed under the
Act forms part of this Report. However, pursuant to provisions of Section 136 of the Act,
the Annual Report excluding the aforesaid information, is being sent to all the members of
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 the Registered Office of your Company.
COMPANY'S POLICY RELATING TO REMUNERATION FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND
OTHER EMPLOYEES
The Company's Policy relating to Remuneration for Directors, Key Managerial Personnel
and other Employees has been explained in the Report on Corporate Governance section
forming part of this Annual Report. The Remuneration policy of the Company is available on
Company's website at http://www.infoedge.in/pdfs/ Remuneration-Policy.pdf
MANAGERIAL REMUNERATION
Ratio of the remuneration of each director to the median remuneration of the employees
of the Company for the Financial Year is given below:
| Name of Director |
Designation |
% increase in remuneration in the FY23 |
Ratio of Remuneration of each Director/to median remuneration of employees |
| Mr. Kapil Kapoor |
Non-Executive Chairman |
(10)# |
2.16 |
| Mr. Sanjeev Bikhchandani |
Founder & Executive Vice-Chairman |
4.66* |
33.67 |
| Mr. Hitesh Oberoi |
Co-Promoter, Managing Director & CEO |
0.74* |
32.63 |
| Mr. Chintan Thakkar |
Whole Time Director & CFO |
22.80*$ |
39.51 |
| Mr. Saurabh Srivastava |
Non-Executive, Independent Director |
10#* |
4.52 |
| Mr. Naresh Gupta |
Non-Executive, Independent Director |
1#* |
3.65 |
| Ms. Bala C Deshpande |
Non-Executive Director |
(35)# |
2.16 |
| Mr. Sharad Malik |
Non-Executive, Independent Director |
(1)# |
3.80 |
| Mr. Ashish Gupta |
Non-Executive, Independent Director |
(28)# |
2.04 |
| Ms. Geeta Mathur |
Non-Executive, Independent Director |
(1)# |
3.80 |
| Ms. Aruna Sundararajan |
Non-Executive, Independent Director |
N.A.@# |
0.12 |
| Mr. Arindam Kumar Bhattacharya |
Non-Executive, Independent Director |
N.A.@# |
0.12 |
Note 1: Details of remuneration paid to Directors for FY23 are disclosed in the
Corporate Governance Report forming part this Annual Report.
Note 2: Since Ms. Jaya Bhatia was appointed as Company Secretary effective April 15,
2022, disclosure regarding percentage increase in remuneration of Company Secretary in the
financial year is not applicable for FY23.
'The Non-Executive/Independent Directors are paid sitting fees & commission on the
basis of their attendance at the Board/Committee/Strategic Meetings. Any variation
highlighted above in remuneration of these Directors is on account of number of meetings
held or attended.
Remuneration of Mr. Chintan Thakkar considered for calculating increase above does not
include employee share based payment.
*The remuneration paid to the three Executive Directors of the Company includes the
amount of Bonus paid for the previous year.
A
Mr. Saurabh Srivastava and Mr. Naresh Gupta ceased to be Independent Directors
of the Company upon completion of their respective second term as Independent Directors on
March 31,2023 and are continuing as Non-Executive Directors of the Company.
@Ms. Aruna Sundararajan and Mr. Arindam Kumar Bhattacharya were appointed as
Non-Executive, Independent Directors effective February 11, 2023 for respective tenure(s)
of 5 (five) years, hence, disclosure regarding percentage increase in their remuneration
in the financial year is not applicable for FY23.
THE PERCENTAGE INCREASE IN THE MEDIAN REMUNERATION OF EMPLOYEES IN THE FINANCIAL YEAR
The percentage increase in the median remuneration of the employees of the Company
during the financial year is 13% as compared to last year.
THE NUMBER OF PERMANENT EMPLOYEES ON THE ROLLS OF THE COMPANY 5,268
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 FY23
was around 23% in comparison with percentile increase in salaries of managerial personnel
of around 9.39%.
AFFIRMATION THAT THE REMUNERATION IS AS PER THE REMUNERATION POLICY OF THE COMPANY
It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for
Directors, Key Managerial Personnel and other Employees.
EMPLOYEE STOCK OPTION PLAN
Our ESOP schemes help us share wealth with our employees and are part of a
retention-oriented compensation program. They help us meet the dual objective of
motivating key employees and retention while aligning their long-term career goals with
that of the Company.
ESOP-2007 (MODIFIED IN JUNE 2009): This is a SEBI compliant ESOP scheme which was used
to grant stock based compensation to our associates since 2007. This was approved by
passing a special resolution in the Extraordinary General Meeting (EGM) held in March 2007
which was further amended in June 2009 through approval of shareholders by Postal Ballot
by introducing Stock Appreciation Rights (SARs)/Restricted Stock Units (RSUs) and flexible
pricing of ESOP/SAR Grants. This scheme is not currently used by the Company to make fresh
ESOP/SAR/RSU grants.
ESOP-2015: This Scheme was introduced by the Company to provide equity-based incentives
to employees of the Company i.e. the Options granted under the Scheme may be in the form
of ESOPs/SARs/ other Share based form of incentives. The Company shall issue a maximum of
40 Lakh Options exercisable into equity shares of the Company. This scheme is
currently used by the Company to make fresh ESOP/ SAR/RSU grants.
The applicable Disclosures as stipulated under Act read with the applicable Rules
framed thereunder and the SEBI Guidelines as on March 31,2023 with regard to the
Employees' Stock Option Scheme (ESOS) are annexed with this report as Annexure VII.
Certificate(s) from M/s. Chandrasekaran Associates, Company Secretaries with regards to
the implementation of the Company's Employee Stock Option Schemes in line with SEBI (Share
Based Employees Benefits) Regulations, 2014 will be available for inspection in electronic
mode during the Annual General Meeting.
The shares to which Company's ESOP Schemes relates are held by the Trustees on behalf
of Info Edge Employees Stock Option Plan Trust. The individual employees do not have any
claim against the shares held by said ESOP Trust unless they are transferred to their
respective demat accounts upon exercise of options vested in them.
TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)
Pursuant to Section 124 of the Act final dividend for the FY15 and interim dividend for
the FY16 which remained unpaid/unclaimed for a period of seven years from the date it was
lying in the unpaid dividend account, has been transferred by the Company to IEPF of the
Central Government.
In terms of Section 124(6) of the Act read with Rule 6 of the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (IEPF
Rules) (as amended from time to time) shares on which dividend has not been paid or
claimed by a shareholder for a period of seven consecutive years or more shall be credited
to the Demat Account of Investor Education and Protection Fund Authority (IEPFA) within a
period of thirty days of such shares becoming due to be so transferred. Upon transfer of
such shares, all benefits (like bonus, etc.), if any, accruing on such shares shall also
be credited to such Demat Account and the voting rights on such shares shall remain frozen
till the rightful owner claims the shares. Shares which are transferred to the Demat
Account of IEPFA can be claimed back by the shareholder from IEPFA by following the
procedure prescribed under the aforesaid rules. Therefore, it is in the interest of
shareholders to regularly claim the dividends declared by the Company. In pursuance of the
above provisions, during the FY23, 320 (three hundred and twenty) equity shares of the
Company were transferred to the IEPFA.
Further, during the year under review, following dividend amount pertaining to shares
already transferred to IEPF, was also transferred to IEPF:
| Type of Dividend |
Amount transferred (in Rs.) |
| FY23 Interim Dividend |
73,084 |
| FY22 Final Dividend |
37,776 |
7. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c) and 134(5) of the Act the Board
of Directors confirms that:
a) in the preparation of the Annual Accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
b) the Directors have selected such accounting policies and applied them consistently
and made judgements and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of
the Company for that year;
c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the Annual Accounts on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by the
Company and that such financial controls are adequate and were operating effectively;
f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
The Company has complied with the revised Secretarial Standards issued by the Institute
of Company Secretaries of India on Meetings of the Board of Directors and General
Meetings.
APPRECIATION
Your Company has been able to operate efficiently because of the culture of
professionalism, creativity, integrity and continuous improvement in all functions and
areas as well as the efficient utilisation of the Company's resources for sustainable and
profitable growth.
We, hereby, wish to place on record our appreciation of the efficient and loyal
services rendered by each and every employee, without whose whole-hearted efforts, our
consistent growth would not have been possible. Your Directors further wish to thank our
investors, customers, visitors to our websites, business partners, bankers and other
stakeholders for their continued support & their confidence in the Company and its
Management and look forward for their continuous support.
For and on behalf of Board of Directors
|
Kapil Kapoor |
| Date: May 26, 2023 |
Chairman |
| Place: Noida |
DIN: 00178966 |
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