Zomato Ltd
Directors Reports
Dear Members,
The Board of Directors ("Board") hereby submits the
report on the business and operations of Zomato Limited ("the Company")
along with audited financial statements of the Company for the financial year ended on
March 31, 2023. The consolidated performance of the Company and its subsidiaries has been
referred to wherever required.
1. Financial highlights
The highlights on the Company's financial statements on a standalone
and consolidated basis are summarised below:
(INR million)
| Particulars |
Standalone |
Consolidated |
|
For the financial year ended
on March 31 |
|
2023 |
2022 |
2023 |
2022 |
| Total income |
55,069 |
41,085 |
77,609 |
46,873 |
| Less: Total expenses |
53,897 |
53,773 |
87,753 |
62,055 |
| Add: Exceptional items |
- |
1,710 |
1 |
2,974 |
| Add: Share of profit of an associate and joint venture |
- |
- |
(3) |
3 |
| Profit/(loss) before tax |
1,172 |
(10,978) |
(10,146) |
(12,205) |
| Tax expenses |
3 |
2 |
(436) |
20 |
| Profit/(loss) for the year |
1,169 |
(10,980) |
(9,710) |
(12,225) |
| Other comprehensive income/(loss): |
|
|
|
|
| 1) Items that will not be reclassified to profit or (loss) in
subsequent periods: |
|
|
|
|
| a. Remeasurements of the defined benefit plans |
16 |
(85) |
39 |
(96) |
| b. Equity instruments through other comprehensive income |
(1,113) |
96 |
(1,113) |
96 |
| 2) Items that will be reclassified to profit or (loss) in
subsequent periods |
|
|
|
|
| a. Exchange differences on translation of foreign operations |
85 |
22 |
88 |
22 |
| b. Debt instruments through other comprehensive income |
1 |
- |
1 |
- |
| Total comprehensive income/ (loss) for the year |
158 |
(10,947) |
(10,695) |
(12,203) |
2. State of the Company's affairs
The consolidated financial statements of the Company include the
performance of its subsidiaries and associates and depicts the comprehensive performance
of the group.
The standalone financial statements of the Company reflect the
performance of the Company on a standalone basis. The financial statements for the
financial year ended on March 31, 2023 and March 31, 2022 have been prepared in accordance
with Indian Accounting Standards (IndAS) as prescribed under the Companies Act, 2013 read
with rules framed thereunder ("Act") and other accounting principles
generally accepted in India.
During the financial year under review, on a standalone basis, the
total income has increased from INR 41,085 Mn to INR 55,069 Mn and the total expenses have
increased from INR 53,773 Mn to INR 53,897 Mn as compared to the previous financial year.
The Company has made a profit after tax of INR 1,169 Mn as compared to the previous
financial year loss after tax of INR 10,980 Mn.
During the financial year under review, on a consolidated basis, the
total income has increased from INR 46,873 Mn to INR 77,609 Mn and the total expenses have
increased from INR 62,055 Mn to INR 87,753 Mn as compared to the previous financial year.
The Company has incurred a loss after tax of INR 9,710 Mn as compared to the previous
financial year loss after tax of INR 12,225 Mn.
3. Subsidiary(ies), associate company(ies) and joint venture(s)
During the financial year under review, pursuant to acquisition of
33,018 (thirty three thousand and eighteen) equity shares of Blink Commerce Private
Limited ("BCPL") by the Company, BCPL became a wholly owned subsidiary of
the Company.
Further, Zomato Media WLL, joint venture of the Company located in
Qatar was liquidated on October 25, 2022 and Zomato Ireland Limited - Jordan, step down
subsidiary of the Company located in Jordan was liquidated on March 12, 2023.
As on March 31, 2023, the Company has 16 (sixteen) direct subsidiaries
and 12 (twelve) step down subsidiaries and 1 (one) associate company.
In accordance with Section 129 of the Act, a statement containing the
salient features of the financial statements of the subsidiaries and associate company is
annexed in Form AOC-1 as Annexure-I to this Board Report.
In accordance with Section 136 of the Act, the audited financial
statements, including the consolidated financial statements and related information of the
Company and accounts of its subsidiaries, are available on the website of the Company at
www.zomato.com
4. Change in nature of business
There has been no change in the nature of business of the Company
during the financial under review.
5. Dividend
During the financial year under review, the Board has not recommended
any dividend. The dividend distribution policy of the Company can be accessed at
https://b.zmtcdn.com/investor-relations/0e4c2a2 14b341cff8c0afde09f161815_1685079747.pdf
6. Amounts transferred to reserves
The Company has not transferred any amount to general reserves during
the financial year under review.
7. Transfer to investor education and protection fund
The Company was not required to transfer any funds to the investor
education and protection fund as per the provisions of Section 125 of the Act during the
financial year under review.
8. Capital structure
i. Authorised share capital
The Company has not made any change to the authorised share capital of
the Company during the financial year under review. However, the Company is proposing to
reclassify the authorised share capital by cancelling the unissued authorised preference
share capital of the Company and reallocating the same to authorised equity share capital
in the ensuing Annual General Meeting ("AGM").
ii. Issued, subscribed and paid up share capital
The issued, subscribed and paid up share capital of the Company as on
March 31, 2023 is INR 8,553,509,770/- (Indian rupees eight hundred fifty five crores
thirty five lakhs nine thousand seven hundred and seventy only), divided into
8,553,509,770 (eight hundred fifty five crores thirty five lakhs nine thousand seven
hundred and seventy) equity shares of INR 1/- (Indian rupee one) each.
Details of equity shares allotted by the Company during the financial
year under review are given below:
| Sr. Date of allotment No. of equity shares |
Brief details |
No. of equity shares |
| 1 May 16, 2022 |
Allotment against exercise of options granted under Zomato
Employee Stock Option Plan 2018 ("ESOP 2018") |
1,721,9001 |
| 2 July 25, 2022 |
Allotment against exercise of options granted under Zomato
Employee Stock Option Plan 2021 ("ESOP 2021") |
40,200,000 |
| 3 July 25, 2022 |
Allotment against exercise of options granted under ESOP 2018 |
6,351,6001 |
| 4 August 10, 2022 |
Allotment under preferential issue for acquisition of 33,018
(thirty three thousand and eighteen) equity shares of BCPL |
628,530,012 |
| 5 November 03, 2022 |
Allotment against exercise of options granted under ESOP 2018 |
3,008,3001 |
| 6 January 25, 2023 |
Allotment against exercise of options granted under ESOP 2018 |
1,762,1001 |
| 7 January 25, 2023 |
Allotment against exercise of options granted under ESOP 2021 |
3,082 |
1 Equity shares allotted against exercise of ESOPs under ESOP
2018 also includes equity shares allotted to the allottees/employees in the ratio of
6699:1, pursuant to the corporate action adjustment made under aforesaid scheme.
iii. Equity shares with differential rights and sweat equity shares
The Company has neither issued equity shares with differential rights
as to dividend, voting or otherwise nor issued sweat equity shares during the financial
year under review.
iv. Listing on stock exchanges
The Company's equity shares are listed on BSE Limited ("BSE")
and the National Stock Exchange of India Limited ("NSE") (collectively
referred to as ("Stock Exchanges"). Further, trading in the Company's
shares was not suspended during the financial year under review.
9. Directors and Key Managerial Personnel ("KMP")
i. Appointment / resignation of director(s)
Mr. Sanjeev Bikhchandani (DIN: 00065640), Non-Executive and Nominee
Director, who retired by rotation during the financial year under review was re-appointed
by the shareholders in the AGM held on August 30, 2022.
Given that Mr. Douglas Feagin (DIN: 07868696), Non-Executive and
Nominee Director, resigned from the Company w.e.f February 9, 2023, Mr. Sanjeev
Bikhchandani (DIN: 00065640) will again be liable to retire by rotation in the ensuing
AGM. A resolution seeking approval of the shareholders for his re-appointment forms part
of the notice of the AGM.
ii. Appointment / resignation of KMP
During the financial year under review, there were no
appointments/resignations of the KMP(s).
iii. Declarations from independent director(s)
Independent directors have confirmed that:
• they meet the criteria of independence laid down under the Act
and the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations");
• they have complied with the code for independent directors
prescribed under Schedule IV to the Act;
• they have registered themselves with the independent director's
database maintained by the Indian Institute of Corporate Affairs;
• 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.
iv. Company's policy on directors' appointment and remuneration
including criteria for determining qualifications, positive attributes, independence of a
director and other matters
The Nomination and Remuneration Policy ("NRC Policy")
is intended to set out a framework for nomination, evaluation and remuneration of
directors and senior management personnel of the Company. The NRC Policy also reflects the
remuneration philosophy and principles of the Company and considers the pay and employment
conditions with peers / competitive market to ensure that pay structures are appropriately
aligned. The primary objective of NRC Policy is to attract, recruit, retain, and
incentivise the most qualified and skilled individuals available in the talent pool.
Throughout the financial year under review, the NRC Policy remained
unchanged and no amendments were introduced. The NRC Policy of the Company can be accessed
at https://b.zmtcdn.com/data/file_assets/ d334ce29b2ed635dbd531d5c92fda1221625837674. pdf
10. Number of Board meetings
During the financial year under review, the Board met 8 (eight) times.
The maximum interval between any two meetings of the Board did not exceed 120 days.
Details of the meetings of the Board along with the attendance of the directors therein
have been disclosed in the corporate governance report forming part of this Annual Report.
11. Board evaluation
In line with the requirements of the Act and SEBI Listing Regulations,
NRC and the Board have defined a process and identified the criteria for performance
evaluation of the Board, committee, chairman and individual board members including
independent directors, through policy for evaluation of the performance of the Board which
includes the Board composition and structure, effectiveness of Board processes,
information and functioning, contribution of the individual director to the Board and
committee meetings etc.
The Board had engaged Nasdaq Corporate Solutions International
Limited" ("Nasdaq"), to conduct the Board evaluation for the
financial year ended on March 31, 2023. The process included various techniques such as
questionnaires, one-on-one discussions, etc. The aggregated feedback report followed by
composite board evaluation report incorporating SWOT analysis, highlights and action
points and other relevant sections has been submitted to the Chairperson of the NRC and
also placed before the
Board. The Board considered and took note of the same.
12. Committees of the Board
As on March 31, 2023, the Board had 7 (seven) committees: the Audit
Committee, the Nomination and Remuneration Committee, the Risk Management Committee, the
Stakeholders Relationship Committee, the Corporate Social Responsibility Committee, the
Initial Public Offer (IPO) Committee and the Investment Committee. A detailed note on the
composition of the committees and other mandatory details is provided in the corporate
governance report forming part of this Annual Report.
13. Corporate Social Responsibility ("CSR") policy
The Company has a CSR policy which has been approved by the Board,
outlines the Company's philosophy and responsibility and lays down the guidelines and
mechanism for undertaking socially impactful programs towards welfare and sustainable
development of the community around the area of its operations. The brief outline of the
CSR policy of the Company along with other mandatory details is annexed in Annexure -
II of this report.
14. Vigil mechanism and whistle blower policy
The Company has in place vigil mechanism and whistle blower policy and
has established the necessary procedures for directors and employees in confirmation with
Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report
concerns about unethical behavior and also provides for direct access to the Chairperson
of the Audit Committee in exceptional cases.
During the financial year under review, 44 (forty four) complaints were
reported, all complaints were resolved in a timely manner. These complaints were of the
nature of suspicious reimbursements by employees, misuse of access rights and other
violations of code of conduct of the Company. Appropriate action such as suspension /
warning / termination of employment was done in accordance with the vigil mechanism and
whistle blower policy.
15. Risk management
i. Risk management policy:
The Board has formulated a Risk Management Committee ("RMC")
to frame, implement and monitor the risk management procedures for the Company. RMC is
responsible for monitoring and reviewing the risk management procedures and ensuring its
effectiveness. The Audit Committee has additional oversight in the area of financial risks
and controls. Strategic risks impacting the organization are identified through an
Enterprise Risk Management exercise, which includes identifying risk owners and their
mitigation measures. These risks are closely monitored & tracked and results are
reported to the RMC on a periodic basis.
Additionally, risk management procedures are driven by the Governance,
Risk & Compliance team within the organisation. These include periodic identification,
assessment and prioritisation of key operational, financial, strategic and regulatory
risks followed by coordinated efforts to mitigate these. A risk register is being
maintained and periodically updated to make sure that risks are tracked and mitigated
effectively.
ii. Risk and concerns
Key risks identified for Zomato on a standalone basis -
1. Brand reputation
Zomato may face a loss of brand perception and reputation due to
several factors, including negative publicity or feedback on various platforms. This can
be a result of dissatisfied customers, incidents that generate unfavourable public
attention, due to copyright infringement related matters, intellectual property conflicts,
or plagiarism among others and may have an impact on overall brand perception.
Zomato has implemented a set of branding guidelines to ensure accurate
and consistent branding and publicity across all channels. To monitor and address negative
publicity across platforms, Zomato has a dedicated public relations team which tracks and
monitors public sentiment and feedback. Through these measures, Zomato demonstrates its
commitment to maintaining the integrity of its brand, proactively managing negative
publicity, and protecting its intellectual property.
2. Customer experience
Customer experience on the Zomato platform may be impacted due to
multiple factors including non availability or delay of services in certain situations,
inadequate quality of service provided by merchant / restaurant partner or delivery
partners and inconsistent pricing, amongst others. In order to enhance the customer
experience, customer complaints related to the quality of items are conveyed to the
merchant / restaurant partner. Customers also have the option to provide reviews and
ratings for restaurant partners on the platform which are visible to everyone logging on
to the Zomato app. Periodic training is also conducted for delivery partners to improve
overall delivery experience for our customers.
3. Technology
Services on the Zomato platform may be disrupted due to various
factors, including app downtime, inadequate technology infrastructure to handle high
traffic volumes, inability to adapt to changes and cyber security threats. In order to
manage these risks, the Company has dedicated teams and defined frameworks in place.
Regular testing and maintenance is also conducted to assess the effectiveness and
readiness of our app against such risks. The Company has also implemented cyber security
tools to further strengthen its technology infrastructure.
4. Stakeholder management
We may not be able to fully manage expectations of some of our
stakeholders including grievances of key stakeholders, such as customers, merchants, and
delivery partners. Customer preferences are dynamic in nature and failure in keeping up
with these emerging trends can result in loss of trust or dissatisfaction which may have a
negative impact on the Company. To address grievances effectively, Zomato has dedicated
tools and teams in place. These resources track, monitor, and resolve complaints across
various communication channels including real-time chat / call support through the Zomato
app. For unresolved issues, stakeholders can directly write to us through designated email
addresses which are available on the Zomato website. Additionally, Zomato offers an SOS
Help Desk service which provides immediate assistance to delivery partners in case of
emergencies.
5. People management
Ability to attract, retain top talent and succession challenges may
limit our ability to achieve operational targets. In order to mitigate these risks, Zomato
has documented a policy on succession planning for the Board and critical management
positions. Zomato has also developed an Equal Opportunity, Diversity, and Inclusion policy
to promote a culture of diversity, equity and inclusion. This policy aims to foster,
nurture, and sustain a diverse and inclusive environment within the organization. As part
of these efforts, Zomato has introduced various initiatives, including equal parental
leaves and period leaves, among others.
6. Product innovation
Lack of product innovation can result in Zomato's offerings becoming
less relevant compared to other market players as customer preferences are dynamic in
nature and keep on evolving. This can lead to a negative impact on the Company. We remain
committed to enhancing overall stakeholder experience with a focus on driving long-term
engagement through innovation. Zomato continuously collects feedback from various
stakeholders to improve its offerings. Zomato also has a process in place to ensure
testing is done before any feature / product is rolled out to our customers.
16. Auditors and auditors' reports
i. Statutory auditor
M/s. Deloitte Haskins & Sells, Chartered Accountants, (FRN:
015125N), are appointed as the Statutory Auditors of the Company for a term of 5 (five)
consecutive years to hold office from the conclusion of the 10th AGM till the
conclusion of the 15th AGM.
M/s. Deloitte Haskins & Sells, Chartered Accountants, Statutory
Auditors have confirmed that:
a. their appointment is within the limit prescribed under the Section
141 of the Act;
b. they are not disqualified from continuing as Statutory Auditors
under the Section 141 of the Act; and</p>
c. they hold a valid certificate issued by the peer review board of the
Institute of Chartered Accountants of India.
The Statutory Auditors have given unmodified opinion on the audited
financial statements (standalone and consolidated) of the Company for the financial year
ended on March 31, 2023, which forms part of this annual report. The Statutory Auditors
have not given any qualification or reservation or adverse remark or disclaimer in its
report.
ii. Secretarial auditor
M/s. Chandrasekaran Associates, Company Secretaries, (FRN:
P1988DE002500) were
appointed as Secretarial Auditor of the Company for the financial year
ended on March 31, 2023 as per provisions of Section 204 of the Act and Regulation 24A of
the SEBI Listing Regulations. The secretarial audit report of the Company annexed as Annexure
- III A issued by the Secretarial Auditor does not contain any qualification,
reservation, observation or adverse remark.
M/s. Chandrasekaran Associates, Company Secretaries, (FRN:
P1988DE002500), also acted as Secretarial Auditor for Zomato Hyperpure Private Limited,
(Formerly known as Zomato Internet Private Limited), material unlisted subsidiary of the
Company (" ZHPL") for the financial year ended on March 31, 2023 as per
Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations. The secretarial
audit report of ZHPL annexed as Annexure - III B.
The Company has submitted the secretarial compliance report with BSE
and NSE in compliance of Regulation 24A of the SEBI Listing Regulations and the same can
be accessed on the website of the Company at https://b.zmtcdn.com/investor-
relations/8bb3f492933cc8841241511e5f324f 6b_1685618459.pdf
iii. Internal auditor
Mr. Deepak Ahluwalia, Chartered Accountant, head of Governance, Risk
& Compliance of the Company is appointed as Internal Auditor of the Company. He has
been assigned to provide governance over internal audit and controls, systems and
processes within the Company. He is supported in discharge of his duties by firms of
chartered accountants.
17. Internal financial controls and their adequacy
Internal financial controls are an integral part of the risk &
governance framework of the Company that address financial and operational risks impacting
the organisation. The internal financial controls have been documented, automated wherever
possible and embedded in the respective business processes. Assurance to the Board on the
effectiveness of internal financial controls is obtained through 3 lines of defence which
include: a) Management reviews and self-assessment; b) Continuous controls monitoring by
the Governance, Risk and Compliance Function and c) Independent design and operational
testing by the Statutory Auditor. Based on the framework of internal financial controls
for financial reporting and compliance systems established and maintained by the Company,
work performed by the internal, statutory and secretarial auditor and the reviews
performed by the management and the relevant Board committees, including the Audit
Committee, the Company is of the opinion that the internal financial controls were
adequate and effective during the financial year under review.
18. Human resources
As on March 31, 2023, the permanent employees on the rolls of the
Company were 3,440 (three thousand four hundred and forty). The Company's employees have
always been one of the key stakeholders. We are committed to hiring and retaining the best
talent. We focus on promoting a collaborative, transparent and participative organization
culture and rewarding merit and sustained high performance.
Disclosures with respect to the remuneration of directors and employees
as required under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed as "Annexure - IV"
to this report.
In terms of Section 136 of the Act, this Report and financial
statements of the Company are being sent to the shareholders excluding information on
details of employee remuneration as required under provisions of Section 197 of the Act
and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. Any shareholder interested in obtaining the copy
of the aforesaid information, may send an email to the Company
Secretary and Compliance Officer at companysecretary@zomato.com.
19. Disclosure regarding employee stock options plans
During the financial year under review, the Company had formulated
Zomato Employee Stock Option Plan 2022 (" ESOP 2022") pursuant to the
resolution passed by the shareholders on July 25, 2022.
As on financial year ended on March 31, 2023, the Company has four
Employee's Stock Option Plans namely i) Foodie Bay Employee Stock Option Plan 2014 ("ESOP
2014"), ii) Zomato Employee Stock Option Plan 2018, iii) Zomato Employee Stock
Option Plan 2021 and iv) Zomato Employee Stock Option Plan 2022.
In accordance with the terms of the aforesaid schemes, options may be
granted to employees of the Company and subsidiaries which gives them rights to receive
equity shares of the Company having face value of INR 1/- (Indian rupee one) each on
vesting. The Company confirms that the ESOP Schemes are in compliance with the Securities
and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations,
2021 ("SEBI ESOP Regulations").
Further, details for employee stock options plans of the Company also
form part of the notes to accounts of the financial statements. The details as required to
be disclosed under Regulation 14 of the SEBI ESOP Regulations can be accessed at
https://b.zmtcdn. com/investor-relations/esopdisclosurefy2023.pdf.
The Company has obtained certificate(s) from Secretarial Auditor
confirming that ESOP 2014, ESOP 2018, ESOP 2021 and ESOP 2022 have been implemented in
accordance with the SEBI ESOP Regulations. The said certificate(s) will be made available
for inspection by the members electronically during business hours till ensuing AGM of the
Company.
20. Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Company has adopted zero tolerance for sexual harassment at the
workplace and has formulated a policy on prevention, prohibition, & redressal of
sexual harassment ("POSH") and complies with all provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
rules thereunder. The Company has also constituted an Internal Complaints Committee
(" ICC") for timely and impartial resolution to complaints of sexual
harassment in line with the above provisions.
The summary of POSH training and initiatives taken during the financial
year under review is given below:
• Annual training of all the ICC members;
• Periodic communication on the POSH policy to employees via
messaging, emails and posters; and
• Mandatory session on POSH for all new joiners.
Details of complaints received and resolved during the financial year
under review by the ICC is given below:
| tNumber of complaints filed during the financial year |
4 |
| Number of complaints disposed of during the financial year |
4 |
| Number of complaints pending as at the end of the financial
year |
0 |
21. Conservation of energy, technology absorption, foreign exchange
earnings and outgo
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be disclosed under Section
134 of Act are as under:
i. Conservation of energy
In view of the nature of activities that are being carried on by the
Company, the provisions of the Companies (Accounts) Rules, 2014 concerning conservation of
energy are not applicable. However, every effort is made to ensure that energy efficient
equipment is used to avoid wastage and conserve energy, as far as possible. The Company is
committed towards conservation of energy and climate action which is reaffirmed in its
environmental policy which is also available on the website of the Company. The Company
continuously strives to reduce the environmental impact of its operations and lower its
carbon footprint. It focuses on improving energy efficiency and improving waste management
to reduce the overall environment footprint.
Steps taken to improve energy conservation -
• Usage of LED lights and LED monitors in its Corporate offices;
• Regular monitoring of temperature inside the buildings and
controlling the air-conditioning systems; and
• Rationalization of usage of electrical equipment:
air-conditioning system, office illumination, beverage dispensers etc.
The Company has converted all its electricity purchases to 100%
renewable by purchasing International Renewable Energy Certificates equivalent to its
total electricity consumption for financial year ended on March 31, 2023.
ii. Technology absorption
The Company believes in leveraging technology to transform every
dimension of its business. Investments in technology infrastructure is an important
element of the Company's commitment to delivering a seamless customer experience. The
Company is a technology first organisation leveraging artificial intelligence, machine
learning and deep data science to continuously drive innovations on our platform for our
community of customers, delivery partners and restaurant partners. Our products are highly
personalised, intuitive, simple to use, visually appealing and are designed to drive high
engagement with our customers. The Company enables restaurant partners with fully
automated order management systems. These systems offer dashboards that have features such
as, order transmission, order processing, menu synchronisation, payment reconciliation,
content promotion, marketing tools and invoice management features.
The Company has automated the process of on boarding of delivery
partners via Aadhaar based verification through Digilocker for enhanced quality and
impersonation checks. Further, the Company has implemented Application Programming
Interface
(API) based checks to validate regulatory licenses (wherever possible).
For improving logistics for end consumers during rains the Company has installed automatic
weather stations in a few cities
(Delhi NCR, Bangalore and Chennai) for better rain predictability and
better visibility to customers on the application.
| Sr. No. Particulars |
Category |
| (i) Efforts made for technology absorption |
As mentioned above |
| (ii) Benefits derived like product improvement, cost
reduction, product development or import substitution |
As mentioned above |
| (iii) In case of imported technology (imported during the
last three years reckoned from the beginning of the financial year)- |
|
| a) Details of technology imported, if any |
NIL |
| b) Year of import |
NIL |
| c) Whether imported technology fully absorbed |
NIL |
| d) If not fully absorbed, areas where absorption of imported
technology has not taken place, if any |
NIL |
| (iv) The expenditure incurred on research and development |
NIL |
iii. Foreign exchange earnings and outgo
| Particulars |
(INR million) |
| Foreign exchange earned |
1,012 |
| Foreign exchange outgo |
1,269 |
Foreign exchange earnings and outgo are on an accrual basis.
22.Statutory disclosures
i. Details in respect of frauds reported by auditors
During the financial year under review, M/s Deloitte Haskins &
Sells, Statutory Auditors have not reported any instances of frauds committed in the
Company by its officers or employees to the audit committee under section 143 of the Act.
ii. Requirements for maintenance of cost records
During the financial year under review, requirement for maintenance of
cost records as specified by Central Government under Section 148 of the Act is not
applicable on the Company.
iii. Annual return
The annual return of the Company as on the financial year ended on
March 31, 2023 in terms of Section 92 and Section 134 of the Act read with rules made
thereunder is available on the website of the Company at www.zomato.com.
iv. Material changes and commitments, if any
No material changes and commitments have occurred after the closure of
the financial year March 31, 2023 till the date of this report, which affect the financial
position of the Company.
v. Details of significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company's operations in
Future
No significant and material order has been passed by the regulators or
courts or tribunals impacting the going concern status and Company's operations in future.
vi. Management discussion and analysis
In terms of the provisions of Regulation 34 of the SEBI Listing
Regulations, management discussion and analysis is set out as a separate section under
this Annual Report.
vii. Business Responsibility Report and Sustainability Report
("BRSR")
SEBI, vide its circular dated May 10, 2021, made BRSR mandatory for the
top 1,000 (one thousand) listed companies (by market capitalisation). The BRSR maps the
sustainability performance of the Company against the principles forming part of the
National Guidelines on Responsible Business Conduct (NGRBC). In compliance with Regulation
34 of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report
is annexed as Annexure-V.
viii. Corporate governance report
The Company has complied with the corporate governance requirements
under the Act and SEBI Listing Regulations. Report on corporate governance under the SEBI
Listing Regulations is set out as a separate section under this Annual Report.
ix. Transactions with related parties
During the financial year under review, the Company has not entered
into any materially significant related party transaction. Related party transactions
entered into were approved by the audit committee and the
Board, from time to time and are disclosed in the notes to accounts of
the financial statements which forms part of this Annual Report.
The policy on dealing with related party transactions ("RPT
Policy") formulated by the Board can be accessed at
https://b.zmtcdn.com/investor-relations/ ad6fe87b868944e29bb187fd8a22b53e_1684912850. pdf
All transactions with related parties are in accordance with the RPT
Policy. Further, during the financial under review, in terms of Section 188 and Section
134 of the Act, all contracts/ arrangements/ transactions entered into by the Company with
its related parties were on arm's length basis and non material. Hence, disclosure under
the prescribed Form AOC-2 in terms of Section 134 of the Act is not required.
x. Deposits
The Company has not accepted any deposit under section 73 of the Act.
Accordingly, disclosures related to deposits as required to be made under the Act are not
applicable to the Company.
xi. Utilisation of proceeds of IPO and preferential issue
Details of utilisation of proceeds of IPO and preferential issue
including deviation or variation, if any for the financial year under review, are given
herein below:
(INR million)
| Particulars of issue |
Shares issued and allotted |
Amount raised |
Amount utilised |
Deviation(s) or variation(s) in the use of proceeds of
issue, if any |
| Allotment under IPO |
1,184,210,526 (one hundred eighteen crores forty two lakhs
ten thousand five hundred and twenty six) equity shares of face value of INR 1/- (Indian
rupee one) each by way of fresh issue; and 49,342,105 (four crores ninety three lakhs
forty two thousand one hundred and five) equity shares of face value of INR 1/- (Indian
rupee one) each by way of an offer for sale, at an Offer price of INR 76/- (Indian Rupees
Seventy Six only) per equity share (premium of INR 75/- (Indian Rupees Seventy five only)
per equity share) through IPO of the Company. |
90,000 |
90,0001 |
There were no instances of deviation(s) or variation(s) in
the utilization of proceeds of IPO as mentioned in the objects of Offer in the Prospectus
dated July 19, 2021, in respect of the IPO of the Company. |
| Allotment under preferential issue |
Preferential issue of 628,530,012 (sixty two crores eighty
five lakhs thirty thousand and twelve) equity shares of face value of INR 1/- (Indian
rupee one) each at a price of INR 70.76/- (Indian rupees seventy and seventy six paisa
only) per equity share for a consideration other than cash, being discharge of total
purchase consideration of INR 44,474,784,078 (Indian rupees four thousand four hundred
forty seven crores forty seven lakhs eighty four thousand and seventy eight only) for the
acquisition of 33,018 (thirty three thousand and eighteen) equity shares of BCPL. |
NIL 2 |
NA |
NA |
lAmount utilised includes the offer related expenses of INR 2,720 Mn in
relation to the fresh issue. 2 Preferential issue was made for consideration
other than cash.
xii. Particulars of loan and advances, guarantees and investments
Details of loans and advances given, investments made or guarantees
given or security provided as per the provisions of Section 186 of the Act and Regulation
34 read with Schedule V of the SEBI Listing Regulations are given in the notes forming
part of the financial statements provided in this Annual Report.
xiii. Downstream investment
The Company being a foreign owned and controlled company has complied
with the provisions of the Foreign Exchange Management Act, 1999 ("FEMA")
read with the Foreign Exchange Management (Nondebt Instruments) Rules, 2019 ("NDI
Rules") for the downstream investment made in other Indian entities. The Company
has obtained a certificate, confirming compliance with FEMA and the NDI Rules from M/s.
Deloitte Haskins & Sells, Chartered Accountants, (FRN: 015125N), Statutory Auditor of
the Company.
xiv. Details of application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016
During the financial year under review, neither any application is made
by the Company nor any proceeding is pending under the Insolvency and Bankruptcy Code,
2016.
xv. Compliance with Secretarial Standards
During the financial year under review, the Company has complied with
the applicable provisions of the secretarial standards issued by the Institute of Company
Secretaries of India.
xvi. Revision of financial statements and Board Report
There was no revision of financial statements and Board Report of the
Company during the financial year under review.
xvii. Other disclosures
During the financial year under review, disclosure w.r.t. 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, is not applicable.
23. Directors responsibility statement
In accordance with the provisions of Section 134 of the Act, directors
to the best of their knowledge and belief confirm and state that:
a) In the preparation of the annual accounts for the financial year
ended on March 31, 2023, 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 judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year March 31, 2023 and of the profit of the Company for that period;
c) The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the 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 internal financial controls are adequate and were
operating effectively; and
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.
Acknowledgments
The Board would also like to thank all stakeholders including but not
limited to shareholders, customers, delivery partners, restaurant partners and all other
business associates for their continuous support to the Company and their confidence in
its management.
We look forward to their continuous support in the future.
|
For and on behalf of the Board |
|
Zomato Limited |
| Sd/- |
Sd/- |
| Deepinder Goyal |
Kaushik Dutta |
| Managing Director and Chief Executive Officer |
Chairman and Independent Director |
| DIN:02613583 |
DIN:03328890 |
| Date: August 03, 2023 |
Date: August 03, 2023 |
| Place: Gurugram |
Place: Gurugram |
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