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Directors Report of Info Edge (India) Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Twentieth Annual Report of your Company along with the audited Financial Statements for the financial year ended March 31, 2015.

RESULTS OF OPERATIONS: (Rs. in Million) Standalone Consolidated FY2015 FY2014 FY2015 FY2014

I. Net Sales 6113.46 5051.35 7324.90 5662.62

2A. Other Operating Income 2.38 7.39 6.83 9.62

2B. Other Income 764.01 432.45 941.97 501.89

3. Total income (1 2A 2B) 6879.85 5491.19 8273.7 6174.13

Expenditure:

a) Network and other charges 196.31 160.22 341.01 210.47

b) Employees Cost 2520.38 1965.50 4143.32 2653.38

c) Advertising and Promotion Cost 841.60 662.48 1113.91 861.30

d) Depreciation/Amortization 173.24 173.70 469.36 211.59

e) Other Expenditure 764.27 626.40 1554.40 1009.53

4. Total Expenditure 4495.80 3588.30 7622.00 4946.27

5. EBITDA (3-4 3d) 2557.29 2076.59 1121.06 1439.45

6. Interest 0.97 1.00 0.97 1.00

7. Profit before tax and exceptional items (3-4-6) 2383.08 1901.89 650.73 1226.86

8. Exceptional Item (291.61) 26.01 55.18 26.01

9. Net Profit before tax (7-8) 2674.69 1875.88 595.55 1200.85

10. Tax Expense 736.10 590.94 739.95 591.00

II. Net Profit after tax (9-10) 1938.59 1284.94 (144.40) 609.85

12. Share in loss of associate companies - - (0.32) (5.03)

13. Share of Minority interest in the losses of Subsidiaries - - 756.08 291.83

14. Excess of Minority Interest in the losses of subsidiaries - - (370.76) - absorbed

15. Net profit for the year (11 12 13 14) 1938.59 1284.94 240.60 896.65

FINANCIAL REVIEW

Your Company, on a standalone basis, achieved net sales of Rs.6,113 million during the year under review as against Rs. 5,051 million during the previous financial year, a growth of more than 21% year on year. The total income increased by 25% from Rs. 5,491 million in FY 2014 to Rs. 6,880 million in FY 2015.

The total cost went up by 25% in FY 2015 over FY 2014 primarily by reason of increase in manpower cost and advertising and promotion costs to build brands.

Operating EBIDTA before lease equalization charge (a non- cash charge of Rs. 6.43 million in FY 2015) stood at Rs.1,800 million up by 6.5% over FY 2014. Profit before tax (PBT) from ordinary activities increased by 42.6% to Rs. 2,675 million in FY 2015. Net profit after taxes (PAT) has increased by about 50.8% from Rs. 1,285 million (after exceptional expense of Rs. 26.01 million in FY 2014) to Rs. 1,939 million in FY 2015 (with a large exceptional income of Rs. 291.61 million in FY 2015 ).

DIVIDEND

Your Company has a consistent record of divided payment.

During the financial year 2014-15, your Company declared and paid an interim dividend of Re.1/- (Rupee one only) per equity share of the face value of Rs.10/- (Rupee Ten only) each in the month of October, 2014. In addition, in line with its Dividend Policy, which indicates that the Company always strives to maintain a dividend pay-out ratio of 15%-25% of standalone profits after tax, the Board has recommended a Dividend of Rs. 2/- per equity share subject to approval by the shareholders at the ensuing Annual General Meeting as final dividend for the financial year 2014-15.

The total dividend pay-out (excluding Dividend Distribution tax) for the current year is Rs. 284.54 million as against Rs. 218.44 million in the previous year. The amount of Dividend Distribution Tax paid by the Company for the year is Rs. 52.78 million as compared to Rs. 36.27 million during the previous financial year.

The dividend, if approved, shall be payable to the Shareholders registered in the books of the Company and to the beneficial owners as per details furnished by the Depositories, determined with reference to the period of book closure from July 21, 2015 to July 27, 2015 (both days inclusive).

TRANSFER TO RESERVE

The company did not transfer any amount to reserves during the year.

SHARE CAPITAL

During the year under review, the Company issued and allotted 10,135,135 Equity Shares at a price of Rs.740 per Equity Share, including a premium of Rs.730 per Equity Share aggregating to Rs.7,500 million pursuant to a Qualified Institutional Placement, on September 12, 2014. In addition, two allotments of 6,00,000 & 3,00,000 equity shares were made on June 2, 2014 and November 12, 2014 respectively by the Committee of Directors duly authorized in this regard to Info Edge Employees Stock Option Plan Trust. Pursuant to above allotments, the paid up share capital of the Company increased to & stood at Rs.1,202,161,590 divided into 120,216,159 equity shares of Rs.10 each.

In order to give effect to the above issues, the Authorised Capital of the Company was increased from Rs.1,200 million to Rs. 1,500 million.

LISTING OF SHARES

The Company''s shares are listed on BSE Ltd. (BSE) & National Stock Exchange of India Ltd. (NSE) with effect from November 21, 2006, post its initial public offering (IPO). The annual listing fees for the financial year 2015-16 to BSE and NSE has been paid.

The aforesaid further allotment of shares has been duly listed on the both these stock exchanges.

OPERATIONS REVIEW

Recruitments

The flagship portal of the Company, Naukri.com, continues to remain the primary revenue generator for the Company in the recruitment classifieds and related services vertical , along with naukrigulf.com and quadrangle. The recruitment business continues to grow at an improved pace in line with improved business confidence level.

During the year under review recruitment solutions grew by 19.6% from Rs. 3,719.18 million in FY2014 to Rs. 4,449.53 million in FY2015. Operating EBITDA from recruitment solutions increased by 23.2 % from Rs. 1,850.43 million in FY2014 to Rs. 2,279.33 million in FY2015.

Real Estate

The real estate segment remained subdued in India, however, the online real estate classified space of your company i.e. 99acres.com continue to gain increased traction. There are a number of players competing in this business vertical resulting in a phase of investments. Your Company is making necessary investments in 99acres.com to establish clear market leadership.

During the year under review real estate business grew by 32.2 % from Rs. 759.36 million in FY2014 to Rs. 1,004.24 million in FY2015. Operating EBITDA from real estate business stood at Rs.(374.55) million in FY2015 as compared to Rs.(54.30) million in FY 2014 largely on account of additional investments in people & advertising costs.

Others

Your Company also provides matrimonial and education based classifieds and related services through our portals jeevansathi. com and shiksha.com respectively. The other business verticals of the Company have been gaining traction for some time and promise to keep improving as the economy continues to become more robust.

With revenues from these other verticals increasing by 14.1 %, their combined contribution to the company''s net sales was 10.8 % in FY2015. Jeevansathi.com grew by 8.8% & Shiksha.com grew by 22.8 %. The Company would continue to invest more to scale up these businesses in FY2016.

Detailed analysis of the performance of the Company and its businesses has been presented in the section on Management Discussion and Analysis Report forming part of this Annual Report.

FUTURE OUTLOOK

During last one year, with a new government at the centre with a decisive mandate, the economy has started to look up again positively at the future enabling improved business confidence. Though, the recovery has clearly begun, the pace of recovery has been somewhat muted. This subdued business sentiment is expected to prevail for some time more as the trailing economic slowdown continues to evaporate. Despite such slowdown impact, your Company continues to benefit by the growing transformation of physical transactions into online ones. In addition, the online infrastructure is continuing to grow in India. Deeper Internet penetration and enhanced broadband usage continued to show strong secular growth trends but promises to catch up the level of other developing countries in Asia alongwith big penetration of mobile internet usage. Therefore, the potential for growth of internet enabled businesses is immense.

At Info Edge, we believe in this potential and are going to invest in all our business primarily on people, product development, marketing and brand building. The aim is to be a dominant leader driving the internet led economic growth of the country. For FY2016, we remain optimistic. The recruitment business is expected to gain momentum with a higher pickup in activity witnessed with increased traction in the economy , strong business confidence and in fresh investment spending. The real estate business is close to the point of inflection for rapid growth. The matrimonial business is expected to strengthen its market position in its niche segments. While the education business is developing impressively. For your Company, FY2016 will be about gaining from growth in the overall internet market and further consolidating its position by focusing on gaining market share. The investee companies continue to keep developing their business models and gain more clear visibility on future prospects in the near future.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date of the Report.

CHANGES IN NATURE OF BUSINESS

There has been no change in the business of the Company during the year under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/ TRIBUNALS

During the year under review, no significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in the future.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate systems of Internal Control to ensure compliance with policies and procedures which is commensurate with size, scale and complexity of its operations. The Company has appointed an external professional firm as Internal Auditor. The Internal Audit of the Company is regularly carried out to review the internal control systems and processes. The internal Audit Reports along with implementation and recommendations contained therein are periodically reviewed by Audit Committee of the Board.

DETAILS OF SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

The developments in the operations/performance of each of the subsidiaries & associates included in the consolidated financial statement are presented below:

Naukri Internet Services Ltd. (formerly known as Naukri Internet Services Pvt. Ltd.}

Naukri Internet services Ltd. (NISL) had net revenue of Rs. 100 thousand during the year, similar to the Rs. 100 thousand during the previous financial year. The total income increased by 3% from Rs. 139 thousand in FY 2014 to Rs.143 thousand in FY 2015.

During the year, the said company was converted into a public limited company w.e.f. March 11, 2015. The Company invested an amount of Rs.1,862 million during the year in it by subscribing to 0.0001% cumulative redeemable preference shares.

NISL invested an amount of Rs.1,842 million in another subsidiary of the Company namely Zomato Media Private Limited and now holds 4.80% of the paid-up share capital of Zomato Media Private Limited on fully converted & diluted basis.

Jeevansathi Internet Services Pvt. Ltd., owns & holds the domain names & related trademarks of the Company. During the year under review, it had net revenue of Rs. 100 thousand, similar to Rs.100 thousand during the previous financial year. The total income stood at Rs.100 thousand in FY 2015 as against Rs. 101 thousand in FY 2014.

Allcheckdeals India Pvt. Ltd., provides brokerage services in the real estate sector in India. During the year under review, it achieved net revenue of Rs. 33.57 million as against Rs. 107.47 million during the previous financial year. The total income is Rs. 44.64 milion in FY 2015 as compared to Rs. 113.78 million in FY 2014.

MakeSense Technologies Ltd. (Formerly known as Makesense Technologies Pvt.Ltd}

Makesense Technologies Ltd. (MTL) is the owner of a proprietary software for semantic search which augments search capabilities for both recruiters & job seekers, principally on Naukri.com.

During the year under review, its total income increased by Rs. 9 thousand as compared to FY 2014.

During the year the Company has transferred one half of its shareholding (5,975 equity and 2,672 cumulative convertible preference shares ) in Etechaces Marketing & Consulting Pvt.

Ltd. (EMCPL) to Makesense Technologies Limited (MTL), for Rs.500 million thereby resulting in a profit of Rs. 346.79 million.

Interactive Visual Solutions Pvt. Ltd. During the year, the wholly owned subsidiary of the Company Allcheckdeals India Pvt.

Ltd. acquired Interactive Visual Solutions Pvt. Ltd., owner of a proprietary software which enables a high quality virtual video/3D image of a proposed or existing real estate development to be viewed online by customers.

During the year under review, it achieved net sales of Rs. 469 thousand as against Rs. 1,823 thousand during the previous financial year. The total income is Rs. 497 thousand in FY 2015 as compared to Rs. 1,870 thousand in FY 2014.

During the year, a company named startup Investments (Holding) Ltd was also incorporated as a wholly owned subsidiary of the Company.

INVESTEE COMPANIES

Your Company has following continuing external strategic investments:

Zomato Media Pvt. Ltd.

Your Company has invested an aggregate amount of Rs.3,283.76 million for slightly more than 50% stake in Zomato Media Pvt.

Ltd. which owns & operates the website, www.Zomato.com. Zomato has started gaining significant acceptance in the market place. It generates revenue from advertisements of restaurants and lead sales. The Company invested an aggregate amount of Rs. 1,842 million in Zomato during the year through its wholly owned subsidiary, Naukri Internet Services Ltd.

During the year under review, it achieved, on consolidated basis, net sales of Rs. 966.73 million as against Rs. 306.03 million during the previous financial year. The total income increased by 214% from Rs. 361.20 million in FY 2014 to Rs. 1,135.74 million in FY 2015.

Applect Learning Systems Pvt. Ltd.

Applect owns & operates a website with the name www.meritnation. com which is delivering kindergarten to Class 12 (K-12) study material by an experienced team that specializes in content development and assessment modules in the education space. Your Company has invested an aggregate amount of Rs. 718 million for around 56% stake in Applect.

During the year under review, it achieved net sales of Rs. 216 million as against Rs. 203 million during the previous financial year. The total income increased by 2% from Rs. 225 million in FY 2014 to Rs. 229 million in FY 2015.

Both Zomato & Applect fall in category of Subsidiary Companies of the Company.

Etechaces Marketing & Consulting Pvt. Ltd.

Etechaces operates through website, www.policybazaar.com which helps customers understand their need for insurance and other financial products to selet product/schemes accordingly, that best suit their requirements. Your company has invested an aggregate amount of Rs. 325 million for 23% stake in Etechaces.

During the year the Company has transferred one half of its shareholding (5,975 equity and 2,672 cumulative convertible preference shares ) in Etechaces Marketing & Consulting Pvt. Ltd. (EMCPL) to Makesense Technologies Limited (MTL), for Rs.500 million thereby resulting in a profit of Rs. 346.79 million.

Kinobeo Software Pvt. Ltd.

Your Company has invested an aggregate amount of Rs. 270 million in www.mydala.com for a 45% stake. This is a website offering discount offers and deals with a focus on the mobile application space. Revenues are generated from merchant commissions and fees from telecom Operators.

Canvera Digital Technologies Pvt. Ltd

The website www.canvera.com is owned & operated by this company. The website is operational since 2008 and offers solutions to professional photographers. Revenues are generated from sale of printed photo books.

Your Company has invested an aggregate amount of Rs. 670 million in Canvera for a 36% stake.

Happily Unmarried Marketing Pvt. Ltd.

Company has invested an amount of Rs.93.50 million in www. happilyunmarried.com for 34% stake. This business generates revenues from design and sale of fun quirky creative products and has a large addressable market.

During the year under review, the aforesaid Investee Companies (other than Zomato Media Pvt. Ltd. & Applect Learning Systems Pvt. Ltd.) achieved an aggregate revenue of Rs. 2,115 million as against Rs. 1,413.9 million during the previous financial year. The aggregate operating EBITDA was Rs.(753.2) million as compared to Rs.(516.8) million during the previous financial year.

The above companies are treated as "Associate Companies" in our Consolidated Financial Statements as per the Accounting Standards

issued by the Institute of Chartered Accountants of India and notified by the Ministry of Corporate Affairs.

During the FY2015, your Company invested, directly or indirectly, about Rs. 1,982.31 million into the Investee companies.

All holding percentages in investee companies are computed on fully converted and diluted basis.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits, as defined in Section 73 and 74 of the Companies Act, 2013 read with the relevant rules, during the year under review.

AUDITORS

Statutory Auditors

M/s. Price Waterhouse & Co Bangalore LLP (FRN- 007567S/S-200012), Chartered Accountants hold office until the conclusion of forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

Secretarial Auditors

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. MNK & Associates, Company Secretaries as the Secretarial Auditors of the Company to undertake Secretarial Audit of the Company for FY2015. The Secretarial Audit Report is annexed herewith as Annexure I.

Internal Auditors

M/s. T.R. Chaddha & Associates, Chartered Accountants perform the duties of internal auditors of the Company and their report is reviewed by the audit committee quarterly.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY STATUTORY AUDITORS AND SECRETARIAL AUDITORS IN THEIR RESPECTIVE REPORTS

There was no qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors in their report and the said Auditor''s Report & notes to accounts are self- explanatory.

With regard to the observation contained in the Secretarial Auditors'' Report, the Management''s explanations are given below:

The Company has constituted a Central Internal Complaints Committee at its corporate office at B-8, Sector-132, Noida, Uttar Pradesh, India. As around 70% of the total employee strength of the Company is located in & around Delhi/NCR area whereas rest 30% are scattered at multiple locations across India, the Central Internal Complaints Committee has been given the responsibility to receive & address the complaints received, if any, at all locations where the Company is present. The Company has also taken certain steps to create awareness about and familiarization to the said policy having been put in place. There was one instance of alleged sexual harassment reported during the year under review which has been appropriately handled & addressed in accordance with the requirements of the law. The Company is in the process of filing requisite report with the prescribed authority under the provisions of the aforesaid Act.

DIRECTORS

Changes in Directors and Key Managerial Personnel

During the year under review, Mr. Ambarish Raghuvanshi (DIN 00233858), Whole -time Director and CFO, resigned w.e.f. end of the day on May 31, 2014 and Mr. Ashish Gupta (DIN 00521511), Non- Executive, Independent Director, resigned from the directorship of the Company w.e.f. October 16, 2014.

The Board places on record its appreciation and thanks to Mr. Raghuvanshi and Mr. Gupta for the immense contribution made by them during their tenure of directorship with the Company.

Mr. Chintan Thakkar (DIN 00678173), who was appointed as Chief Financial Officer-Designate w.e.f. January 27, 2014 took over as the Chief Financial Officer of the Company in terms of Section 203 of the Companies Act, 2013 w.e.f. June 1, 2014. He was further co-opted by the Board as an Additional Director to be designated as Whole-time Director & Chief Financial Officer, liable to retire by rotation pursuant to Section 152 of the Companies Act, 2013 of the Company w.e.f. October 16, 2014.

Also, Mr. Sharad Malik (DIN 07045964) was inducted as an Additional Director (Non -Executive, Independent) of the Company. His appointment became effective from December 16, 2014.

Mr. Thakkar and Mr. Malik confirmed their eligibility and willingness to accept the office of the Executive Director and Non- Executive, Independent Director respectively, if confirmed by the members at the ensuing Annual General Meeting. In the opinion of your Directors, Mr. Thakkar and Mr. Malik possesses requisite qualifications and experience which would be useful to your Company and would enable them to contribute effectively to your Company in their respective capacities.

The Company has received notices under Section 160 of the Companies Act, 2013, proposing appointment of Mr. Thakkar as a whole time Director and Mr. Malik as Non- Executive, Independent Director at the ensuing Annual General Meeting of the Company.

Further, as per Companies Act, 2013, not less than 2/3rd (Two- third) of the total number of Directors (other than Independent Directors) shall be liable to retire by rotation. Accordingly, pursuant to Companies Act, 2013 read with Article 119 of the Articles of Association of the Company, Mr. Hitesh Oberoi (DIN 01 189953) is liable to retire by rotation and, being eligible, offers himself for re-appointment.

Declaration by Independent Directors

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Performance Evaluation of the Board of Directors

Clause 49 of the Listing Agreement laying down the key functions of the Board has mandated that the Board shall monitor and review the Board Evaluation Process and also stipulates that the Nomination and Remuneration Committee of the Company shall lay down the evaluation criteria for performance evaluation of Independent Directors. Section 134 of the Companies Act, 2013 states that a formal evaluation needs to be made by the Board of its own performance and that of its committees and individual directors.

Further, Schedule IV to the Companies Act, 2013 states that performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.

In accordance with the aforesaid provisions, the Board in consultation with the Nomination and Remuneration Committee of Company, has laid down the evaluation criteria for the performance of executive/non-executive/independent Directors through a peer-evaluation excluding the director being evaluated through board effectiveness assessment and a questionnaire to evaluate the performance of the various committees of the Company. The questionnaire for the assessment is a key tool for the process of reviewing the effectiveness of the Board.

The tool takes the form of a series of assertions/questions which should be awarded a rating on a scale of 1 to 5 by all individual Directors.

Some of the performance indicators based on which the evaluation takes place are-attendance in the meetings and quality of preparation/participation, ability to provide leadership, work as team player. In addition, few criteria for independent directors include commitment to protecting/ enhancing interests of all shareholders, contribution in implementation of best governance practices. Performance criteria for Whole-time Directors includes contribution to the growth of the Company, new ideas /planning and compliances with all policies of the Company.

On the basis of the response to the questionnaire, a formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual Directors.

Separate Meeting of Independent Directors

Pursuant to Schedule IV to the Companies Act, 2013 and Clause 49 of the Listing Agreement, a meeting of Independent Directors was held on November 7, 2014, without the attendance of non-independent directors and members of Management.

In addition, the Company encourages regular separate meetings of its independent directors to update them on all business-related issues and new initiatives. At such meetings, the executive directors and other members of the Management make presentations on relevant issues.

CORPORATE GOVERNANCE

Your Company is committed to adopting and adhering to established world-class corporate governance practices. It always places a major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an Organization''s corporate governance philosophy is directly linked to high performance. The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in creation of value for all its stakeholders.

In line with Info Edge''s philosophy on Corporate Governance, Companies Act, 2013 and Listing Agreement the Company re-constituted its various Committees of the Board and formulated/revised their Charters. Various Codes and policies have also been revised and adopted to ensure the compliance of the law in true letter and spirit. The Company has also adopted a revised Code of Conduct to regulate, Monitor & Report Trading by Insiders in terms of SEBI (Prohibition of Insider Trading) Regulations, 2015.A separate section on "Corporate Governance" with a detailed compliance report on corporate governance and a certificate from M/s. Price Waterhouse & Co Bangalore LLP (FRN-007567S/S-200012) Chartered Accountants, Statutory Auditors of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of the listing agreement with the Stock Exchanges, forms part of this Annual Report. The report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion & Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India is presented in a separate section forming part of the this Annual Report.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company met 8 (eight) times during the year under review. In addition to this, one meeting of Independent Director''s was also held. The details of the meetings of the Board including of its Committees and Independent Directors'' meeting are given in the Report on Corporate Governance section forming part of this Annual Report.

COMPOSITION OF AUDIT COMMITTEE

During the year, all the recommendations of Audit Committe were accepted by the Board.

The details of the composition, powers, functions, meetings of the Committee held during the year are given in the Report to Corporate Governance section forming part of this Annual Report.

ESTABLISHMENT OF THE VIGIL MECHANISM

The Company has formulated an effective Whistle Blower

Mechanism and a policy that lays down the process for raising concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Company has appointed M/s. Thought Arbitrage Consulting, as an Independent External Ombudsman. This policy is further explained under Corporate Governance section, forming part of this Report and the full text of the Policy is available on the website of the Company at www.infoedge.in

CORPORATE SOCIAL RESPONSIBILITY (CSR)

For your Company, Corporate Social Responsibility (CSR) means the integration of social, environmental and economic concerns in its business operations. CSR involves operating Company''s business in a manner that meets or exceeds the ethical, legal, commercial and public expectations that society has of businesses. In alignment with vision of the Company, Info Edge, through its CSR initiatives, will continue to enhance value creation in the society through its services, conduct & initiatives, so as to promote sustained growth for the society.

The Board of your Company has constituted the CSR Committee to help the Company to frame, monitor and execute the CSR activities of the Company. The Committee defines the parameters and observes them for effective discharge of the social responsibility of your Company. The constitution of the CSR Committee is given in the Corporate Governance Report which forms part of this Annual Report.

The Board of your Company has further formulated and adopted a policy on Corporate Social Responsibility with the broad objectives highlighted herein below. The CSR Policy of your Company outlines the Company''s philosophy & the mechanism for undertaking socially useful programmes for welfare & sustainable development of the community at large as part of its duties as a responsible corporate citizen.

1) To lay down guidelines for the Company to operate its business in an economically, socially & environmentally sustainable manner.

2) To contribute to society at large by way of social and cultural development, imparting education, training and development and skill enhancement programs for their development and generation of income.

3) To reinforce a positive and socially responsible image of the Company in the society.

The Board of your Company, pursuant to the policy framed, has approved to undertake development program in Ashoka University which is a philanthropic initiative founded by eminent scholars and visionaries offering education at par with the best in the world into multidisciplinary courses.

In accordance with the same, your Company has made a contribution of Rs.33.8 million calculated as per the applicable provisions of the Companies Act, 2013, being 2% of the average net profits of the Company for previous three financial years, to Ashoka University in accordance with the proposal submitted by them towards discharge of Company''s Social Responsibility for the financial year 2014-15.

The disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure II.

RISK MANAGEMENT POLICY

The Company has an effective risk management procedure, which is governed at the highest level by the Board of Directors, covering the process of identifying, assessing, mitigating, reporting and review of critical risks impacting the achievement of Company''s objectives or threaten its existence.

To further strengthen & streamline the procedures about risk assessment and minimization procedures, the Board of Directors, in its meeting held on March 16, 2015, constituted a Board level Risk Management Committee (RMC). The details on Risk Management plan of the Company are given in the Report to Corporate Governance section forming part of this Annual Report.

COMPANY''S POLICY RELATING TO REMUNERATION FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Company''s Policy relating to Remuneration for Directors, Key Managerial Personnel and other Employees is given in the Report to Corporate Governance section forming part of this Annual Report.

MANAGERIAL REMUNERATION

Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the Financial Year The percentage increase in the median remuneration of employees in the financial year.

The median remuneration of the employees of the Company during the financial year was Rs. 308,848/-.

The number of permanent employees on the rolls of the Company.

3826

Explanation on the relationship between average increase in remuneration and Company performance.

The increase in company''s net sales for the Financial Year FY 2014-15 was 21% and the average increase given to employees was 19%. The average increase in remuneration is based on factors such as company''s performance, the average increases being given by similar companies in the industry and overall budgetary impact within the Company.

Name of Designation Remuneration % increase in Director of Director/KMP remuneration for FY2014-15 in the FY (Rs. In million) 2014-15

Mr. Kapil Non-Executive 0.87 770% & Kapoor Chairman

Mr. Arun Non-Executive, 1.64 67.3% & Duggal Independent Director

Mr. Sanjeev Promoter, Executive 17.72 (0.2)% Bikhchandani Vice-Chairman

Mr. Hitesh Promoter, Managing 18.23 2.4% Oberoi Director & CEO

Mr. Chintan Whole Time Director 5.99 * Thakkar & CFO

Mr. Saurabh Non-Executive, 2.24 154.5% & Srivastava Independent Director

Mr. Naresh Non-Executive, 1.64 90.7% & Gupta Independent Director

Ms. Bala Non-Executive, 1.27 58.8% & Deshpande Independent Director

Mr. Sharad Non-Executive, 0.55 ** Malik Independent Director

Mr. MM Jain Company Secretary 1.98 ***

Name of Director Ratio of Remuneration Comparison of of each Director/to Remuneration of KMP median remuneration against performance of employees of the Company

Mr. Kapil Kapoor 2.81

Mr. Arun Duggal 5.29

Mr. Sanjeev Bikhchandani 57.16

Mr. Hitesh Oberoi 58.81 The increase in company''s net sales Mr. Chintan Thakkar 19.32 for the Financial Year 14-15 was 21%

Mr. Saurabh Srivastava 7.23

Mr. Naresh Gupta 5.29

Ms. Bala Deshpande 4.10

Mr. Sharad Malik 1.77

Mr. MM Jain 6.39 The increase in company''s net sales for the Financial Year 14-15 was 21%

& The increase in the remuneration of Non-executive/Independent Directors is on account of increase in the amount of sitting fee/commission payable to them pursuant to the approval of the Board of Directors in its meeting held on July 18, 2014 within the overall limits approved by the Shareholders in their meeting held on July 21, 2011 and within the permissible limits under the Companies Act, 2013.

* Details not given as Mr. Chintan Thakkar became a director, only w.e.f. October 16, 2014.

** Details not given as Mr. Sharad Malik became a director, only w.e.f. December 16, 2014.

*** Details not given as Mr. MM Jain was Company Secretary only for part of the financial year 2013-14 i.e. w.e.f. December 16, 2013.

Particulars Unit As at March 31 As at March 31, Variation 2015 2014

Closing rate of Shares at NSE rs 839.90 619.60 35.55%

Market Capita lization rs-Mn. 100,969.60 67,648.56 49.25%

Price Earnings Ratio (based on diluted EPS) X 50.63 52.64 (3.81%)

Price of share for Public offer rs 320 320 -

% increase/decrease in share price in comparison to % 949.87%* 674.50%* - Public offer price

* The % increase in share price in comparison to the public offer price has been adjusted to factor in the two Bonus Issues (1:1) of the Company in years 2010 & 2012.

Variation in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with last public offer.

Average percentile increase already made in the salaries of the employees other than the Managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in managerial remuneration.

The average increase in salaries of employees other than managerial personnel in FY2014-15 was 19%. Percentage increase in the managerial remuneration for the year was 1.08%. The remuneration paid to Mr. Chintan Thakkar has not been considered for the purpose as he joined during the year only & no comparative figures are available for him.

The key parameters for any variable component of remuneration availed by the directors.

The key parameters for the variable component of remuneration availed by the directors are as laid down in the Remuneration Policy for Directors, Key Managerial Personnel and other Employees. The Nomination and Remuneration Committee recommends the payment of variable component, to the Board within the overall limits approved by the shareholders.

The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in the excess of the highest paid director during the year.

-Not Applicable

Affirmation that the remuneration is as per the remuneration policy of the Company.

It is hereby affirmed that the remuneration paid is as per the as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

PARTICULARS OF THE EMPLOYEES

The particulars of employees required under Sub-rule 2 to Rule 5 of the Companies (Appointment and Remuneration of the Managerial Personnel) Rules, 2014 framed under Companies Act, 2013 are required to be included in this Report. However, pursuant to provisions of Section 136 of the Companies Act, 2013, the Annual Report excluding the aforesaid information, is being sent to all the Members of your Company and others entitled thereto. Any Member interested in obtaining such particulars may write to the Company Secretary of the Company. The same shall also be available for inspection by members at Registered Office of your Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The detail of the investments made by Company are given in note no. 10A, 10B &14 of the notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed Form AOC-2 are given in Annexure III.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure IV and is attached to this Report.

EMPLOYEE STOCK OPTION PLAN

Our ESOP schemes help us share wealth with our employees and are part of a retention oriented compensation program. They help us meet the dual objective of motivating key employees and retention while aligning their long term career goals with that of the Company.

ESOP-2003 The Company made this initial plan when it was a private limited unlisted company and therefore SEBI ESOP Guidelines were not applicable to this scheme. The scheme was used to grant ESOPs till listing i.e. November 2006 and thereafter, no fresh grants have been made under the scheme. This scheme was registered with the Income Tax authorities as per the rules applicable at that time. Upon implementation of ESOP Scheme 2007, this Scheme got subsumed in the said ESOP Scheme 2007.

ESOP-2007 (Modified In June 2009) This is a SEBI compliant ESOP scheme being used to grant stock based compensation to our Associates since 2007. This was approved by passing a special resolution in the Extra-ordinary General Meeting (EGM) held on March 26, 2007 which was further amended in June 2009 through approval of shareholders by Postal Ballot by introducing Stock Appreciation Rights (SARs)/ Restricted Stock Units (RSUs) and flexible pricing of ESOP/SAR Grants. The scheme is currently used by the Company to make fresh ESOP/SAR grants.

Pursuant to the provisions of Companies Act, 2013 and SEBI (Share Based Employee Benefits) Regulations, 2014, a person cannot be appointed as a Trustee if he is a Director, Key Managerial Personnel or the Promoter of the Company, its holding, subsidiary or associate or any relative of such Director, Key Managerial Personnel and Promoter. In compliance with the same, the Directors/ Promoters of the Company, who were Trustee of the ESOP Trust, resigned as Trustee during the year under review & were replaced by new trustees.

Disclosures as required by SEBI (Share Based Employees Benefits) Regulations, 2014 read with Companies Act, 2013 are annexed with this report as Annexure V.

A certificate from M/s Price Waterhouse & Co Bangalore LLP Chartered Accountants (FRN: 007567S/S-200012) with regards to the implementation of the Company''s Employee Stock Option Scheme in line with SEBI (Share Based Employee Benefits) Regulations, 2014 would be placed in the ensuing Annual General Meeting.

The shares to which Company''s ESOP Scheme relates are held by the Trustees on behalf of Info Edge Employees Stock Option Plan Trust. The individual employees do not have any claim against the shares held by said ESOP Trust unless they are transferred to their respective de-mat accounts upon exercise of vested options by them. Thus, there are no shares in which employees hold beneficial ownership however the Voting rights in respect of which are exercised by someone other than such employees. The ESOP trust did not vote on any resolution moved at the previous annual general meeting or extra- ordinary general meeting of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

We have disclosed the details of energy conservation and technology absorption as part of Annexure VI to the Directors'' report. The particulars regarding foreign exchange earnings and expenditure are furnished below:-

(Rs. Million) Foreign exchange earnings

Sales 620.24 532.75

Total inflow 620.24 532.75

Server Charges 133.80 114.91

Advertising, Promotion & 53.49 19.85

Marketing Expenses

Travel Expenses 0.52 0.21

Foreign Branch Expenses 96.86 62.66

Others 22.66 7.06

Total Outflow 307.33 204.69

Net Foreign exchange inflow 312.91 328.06

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013 the Board of Directors confirms that:

a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for that year;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such financial controls are adequate and were operating effectively;

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

GREEN INITIATIVE

The Company has implemented the "Green Initiative" to enable electronic delivery of notice/ documents annual reports to shareholders. Electronic copies of the Annual Report 2015 and notice of the 20th Annual General Meeting are sent to all members whose e-mail addresses are registered with the Company/Depository Participant(s). For members, who have not registered their e-mail addresses, physical copies of the Annual Report 2015 and the Notice of the 20th Annual General Meeting are sent in permitted mode. Members requiring a physical copy may send a request to the Company Secretary.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to section 108 of the Companies Act, 2013 read with relevant rules thereon. The instructions for e-voting are provided in the Notice of the AGM.

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude and wishes to place on record its appreciation for the dedication and commitment of your Company''s employees at all levels which has continued to be our major strength. Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas as well as the efficient utilization of the Company''s resources for sustainable and profitable growth.

Your Directors also thank the shareholders, investors, customers, visitors to our websites, business partners, bankers and other stakeholders for their confidence in the Company and its management and look forward for their continuous support.

Date June 26, 2015 For and on behalf of Board of Directors Place: Hong kong (Kapil Kapoor) Chairman DIN:00178966


Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the Seventh Annual Report together with the Audited Accounts for the year ended March 31, 2013.

(Rs. Million)

Standalone Consolidated Particulars FY2013 FY2012 FY2013 FY2012

1. Net Sales 4,349.00 3,756.38 4,699.52 3,903.04

2. Other Operating Income 23.58 14.46 23.69 15.80

2A. Other Income 464.94 394.57 475.27 394.72

3. Total Income (1 2 2A) 4,837.52 4,165.41 5,198.48 4,313.56

4. Expenditure:

a) Network and other charges 139.40 93.17 163.96 104.66

b) Employees Cost 1,672.17 1,369.96 1,983.32 1,482.24

c) Advertising and Promotion Cost 576.50 515.97 750.34 563.21

d) Depreciation /Amortization 94.46 76.61 117.80 83.21

e) Other Expenditure 510.27 368.75 642.47 607.26

Total Expenditure 2,992.80 2424.46 3,657.89 2,840.58

5. EBITDA(3-4 4d) 1939.18 1817.56 1,658.39 1,556.19

6. Interest 0.95 0.67 0.95 0.67

7. Profit from Ordinary Activities before tax and 1,843.77 1,740.28 1,539.64 1,472.31 exceptional items (3-4-6)

8. Exceptional Item 292.87 3.53 236.92 8.33

9. Net Profit from Ordinary Activities before tax (7-8) 1,550.90 1,736.75 1,302.72 1,463.98

10. Tax Expense 528.44 510.52 528.51 528.76

11. Net Profit from Ordinary Activities after tax (9-10) 1,022.46 1,226.23 774.21 935.22

12. Extraordinary item - - - -

13. Net Protit after Tax(11 12) 1,022.46 1,226.23 774.21 935.22

14. Share in loss of Associate Companies - - (15.12) (30.04)

15. Share of Minority Interest in the losses of Subsidiaries - - 152.52 13.68

16. Reversal of Subsidiary in to Associate - - - 114.43

17. Reversal of Associate into Subsidiary - - 4.33 -

18. Net protit for the year (13 14 15 16 17) 1,022.46 1,226.23 915.94 1,033.29

FINANCIAL REVIEW

Net sales increased by 15.78% from Rs.3,756 million in FY2012 to Rs.4,349 million in FY2013. Total income increased by 16.14% to Rs.4,837 million in FY2013.

The total cost went up by 23.44% in FY2013 over FY2012 mainly owing to increased employee cost and advertisement expenses to build brands. A large proportion of the increased costs can be attributed to investment in our businesses.

Net profit before exceptional items and taxes increased by 5.95% from Rs.1,740 million in FY2012 to Rs.1,844 million in FY2013. Net profit after taxes has decreased by 16.62% from Rs.1,226 million in FY2012 to Rs.1,022 million in FY2013 owing to a large exceptional item of Rs.289.34 million in FY2013.

DIVIDEND

Your Directors are pleased to recommended dividend at the rate Rs.1.00/- per share for the FY2013, subject to the approval of the shareholders.

The proposed dividend together with corporate dividend tax would mean an outflow of Rs.126.89 million.

TRANSFER TO RESERVES

Since the Board decided to recommend payment of dividend @Rs.1.00/- per share (10%) for the financial year ended March 31, 2013, there is no requirement to transfer any amount to reserve under Companies (Transfer of Profit to Reserves Rules), 1975.

LISTING OF SHARES

The Company''s shares are listed on Bombay Stock Exchange Ltd. (BSE) & National Stock Exchange of India Ltd. (NSE) with effect from November 21, 2006, post its initial public offering (IPO).

OPERATIONS REVIEW

While the other businesses are gaining traction, your Company''s primary revenue generator is still the online recruitment classifieds and related services through naukri.com, naukrigulf.com and quadrangle business divisions. Net sales from recruitment solutions increased by 10.7% from Rs.3,042 million in FY2012 to Rs.3,367 million in FY2013. Operating EBITDA from recruitment solutions increased by 7% from Rs.1550 million in FY2012 to Rs.1659 million in FY2013.

We also provide property, matrimonial, and education based classifieds and related services through our portal 99acres.com, jeevansathi.com, and shiksha.com respectively. With revenues from these other verticals increasing by 37.5%, their combined contribution to the company''s net sales was 22.6% in FY2013. 99acres.com grew by 48.1% and Shiksha.com grew by 29.6%. The Company would continue to invest more to scale up these businesses in FY2014.

Detailed analysis of the performance of the Company and its businesses has been presented in the section on Management Discussion and Analysis of this Annual Report.

FUTURE OUTLOOK

The economic slowdown in India and relatively subdued business sentiment is expected to prevail in FY2014. This may have an impact on both the recruitments and the real estate business.

While Info Edge''s business might witness some slowdown, much of it will be offset by the growing transformation of physical transactions into online ones.

In addition, the online infrastructure is continuing to grow in India. Internet penetration and broadband usage continued to show strong secular growth trends and even today they are on the lower side in terms of penetration when compared to similar developing countries in Asia. Therefore, the potential for growth of internet enabled businesses is immense.

At Info Edge, we believe in this potential and are going to invest in all our business primarily on people, product development, marketing and brand building. The aim is to be domain leaders driving the internet led economic growth of the country. For FY2014, we remain cautiously optimistic. The recruitment business is expected to maintain its growth momentum although a pickup in activity will have to wait for growth in GDP, business confidence and in investment spending. The real estate business has shown all signs in FY2013 of being close to the point of inflection for rapid growth. The matrimonial business is expected to strengthen its market position in its niche segments in north India, while the education business is developing impressively. For your Company, FY2014 will be about gaining from growth in the overall internet market and further consolidating its position by focusing on gaining market share. The investee companies are still developing their business models and will gain some visibility on future prospects in the next 2 to 3 years.

SUBSIDIARY COMPANIES

During FY2013, Info Edge had following subsidiary companies -

- Naukri Internet Services Private Limited and Jeevansathi Internet Services Private Limited, which own internet domain names and related trademarks;

- Allcheckdeals India Private Limited which provides brokerage services in the real estate sector in India;

- Info Edge (India) Mauritius Limited primarily to make overseas investments of the Company;

- Applect Learning Systems Private Limited which is engaged in business of kindergarten to class12 (K-12) assignment and tuitions through its online portal Meritnation.com;

- Zomato Media Pvt. Ltd., added as a subsidiary during the year operates an online food guide portal zomato.com

- During the year, the company acquired MakeSense Technologies Pvt. Ltd., owner of a proprietary software for semantic search which will augment search capabilities for both recruiters & job seekers, principally on naukri.com.

INVESTEE COMPANIES

During the year, the company had the following continuing external strategic investments -

- Etechaces Marketing & Consulting Pvt. Ltd., is engaged in aggregation and comparison of financial products including online insurance & loans through its online portal policybazaar.com had a fresh round of funding by us & Intel Capital in addition to Inventus, pursuant to its capital raising exercise in last two years, it is an associate company now.

- Canvera Digital Technologies Pvt. Ltd., a digital photograph storage and printing business through its website canvera.com.

- Happily Unmarried Pvt. Ltd which is into designing & selling creative fun products through its website happilyunmarried.com.

- Kinobeo Software Pvt. Ltd., which is in business of providing online discount offers and group deals through its web portal mydala.com.

- Nogle Technologies Pvt. Ltd., which is a web based sharing platform through its Website fioost.com.

The companies are treated as "Associate Companies" in our Consolidated Financial Statements as per the Account Standards issued by Institute of Chartered Accountants of India and notified by Ministry of Corporate Affairs.

During the FY2013, your Company invested about Rs.1,465 million into the external businesses/ companies.

PARTICULARS OF EMPLOYEES

The particulars of employees required under Section 217 (2A) of the Companies Act, 1956 and the rules there under, are required to be annexed to this Report as Annexure. However, pursuant to the provisions of Section 219(1)(b) (iv) of the Companies Act, 1956, the Annual Report and Accounts are being sent to all the shareholders of the Company without the above information. Any shareholder interested in obtaining such particulars may write to the Company.

EMPLOYEES STOCK OPTION PLAN (ESOP)

Our ESOP schemes help us share wealth with our employees and have retention oriented compensation program.

ES0P-2003 The Company made this initial plan when it was a private limited unlisted company and therefore SEBI ESOP Guidelines were not applicable to this scheme. The scheme was used to grant ESOPs till listing i.e. November 2006 and thereafter, no fresh grants have been made under the scheme. Options granted prior to November 2006 continue to vest and exercised till their validity under this scheme.

ESOP-2007 (modified in June 2009) This is a SEBI compliant ESOP scheme being used to grant stock based compensation to our Associates since 2007., This was approved by passing a special resolution in the Extra- ordinary General Meeting (EGM) held on March 26, 2007 which was further amended in June 2009 through approval of shareholders by Postal Ballot by introducing Stock Appreciation Rights (SARs)/ Restricted Stock Units (RSUs) and flexible pricing of ESOP/SAR Grants. The scheme is currently used by the Company to make fresh ESOP/SAR grants.

Disclosures as required by clause 12 of the SEBI Employees Stock Option Scheme and Employee Stock Purchase Scheme Guidelines, 1999 are annexed to this report.

A certificate from M/s Price Waterhouse & Co., Bangalore, Statutory Auditors, with regards to the implementation of the Company''s Employee Stock Option Scheme in line with SEBI Employees Stock Option Scheme and Employee Stock Purchase Scheme Guidelines, 1999 would be placed in the ensuing Annual General Meeting.

CORPORATE GOVERNANCE

Separate detailed chapters on Corporate Governance, Additional Shareholder Information and Management Discussion and Analysis are attached herewith and forms a part of this annual report.

PUBLIC DEPOSITS AND LIQUIDITY

We continue to be almost debt-free, and believe we maintain sufficient cash to meet our strategic objectives. During FY2013, your Company has not accepted any deposits or raised any fresh equity from the public.

Energy Conservation, Technology Adoption and Foreign Exchange Flows

Since the Company is a service sector company and does not own any manufacturing facility, the other particulars in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1998 are not applicable. However, on a proactive basis, we are disclosing the details of energy conservation and technology absorption as part of annexure A to the directors'' report. The particulars regarding foreign exchange earnings and expenditure are furnished below-

DIRECTORS

There has been no change in the directors of your Company.

As per the requirements of Section 256 of the Companies two-thirds of the Board shall consist of retiring directors out of which one third shall retire at every annual general meeting. Accordingly, Mr. Arun Duggal and Mr. Ashish Gupta shall retire and being eligible offer themselves for re-appointment in the ensuing Annual General Meeting.

INTERNAL CONTROL SYSTEMS

The Company has in place adequate systems of Internal Control to ensure compliance with policies and procedures. The Company has appointed an external professional firm as Internal Auditor. The Audits of all the units of the Company are regularly carried out to review the internal control systems & processes. The Internal Audit Reports along with implementation and recommendations contained therein are constantly reviewed by the Audit Committee of the Board.

AUDITORS

M/s. Price Waterhouse & Co., Bangalore, Chartered Accountants hold office until the conclusion of forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed;

- they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for the year;

- they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- they have prepared the annual accounts on a going concern basis.

NOTES TO ACCOuNTS

There was no qualification in the Auditors Report and both the Auditors Report & notes on accounts are self- explanatory.

ACKNOWLEDGMENTS

We thank our clients, vendors, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels. Our consistent growth has been made possible by their hard work, solidarity, cooperation and support.

For and on behalf of the Board of Directors

Date- June 18, 2013 Kapil Kapoor

Place- Hongkong Chairman


Mar 31, 2012

The Directors have pleasure in presenting the sixth Annual Report together with the audited accounts for the year ended March 31, 2012.

ABRIDGED PROFIT AND LOSS STATEMENT Rs in Million

Standalone Consolidated

FY2012 FY2011 FY2012 FY2011

I. Net Sales 3,756.38 2,936.21 3,903.04 3,217.31

2A Other Operating Income 14.46 3.92 15.80 5.55

2B Other Income 394.57 278.81 394.72 273.81

3. Total Income (1 2A 2B) 4,165.41 3,218.94 4,313.56 3,496.67

a) Network and other charges 93.17 100.38 104.66 110.11

b) Employees Cost 1,369.96 1,137.13 1,482.24 1,278.65

c) Advertising and Promotion Cost 515.97 380.25 563.21 505.93

d) Depreciation/Amortization 76.61 71.15 83.21 80.04

e) Other Expenditure 368.75 341.44 607.26 516.85

4. Total Expenditure 2,424.46 2,030.35 2,840.58 2,491.58

5. EBITDA (3-4 3d) 1,817.56 1,259.74 1,556.19 1,085.13

6. Interest 0.67 0.77 0.67 0.80

7. Profit from Ordinary Activities before tax (3-4-6) 1,740.28 1,187.82 1,472.31 1,004.29

8. Exceptional Item 3.53 (51.74) 8.33 (51.74)

9. Net Profit from Ordinary Activities before tax (7-8) 1,736.75 1,239.56 1,463.98 1,056.03

10. Tax Expense 510.52 399.84 528.76 400.42

II. Net Profit from Ordinary Activities after tax (9-10) 1,226.23 839.72 935.22 655.61

12. Extraordinary Item -

13. Net Profit after tax (11 12) 1,226.23 839.72 935.22 655.61

14. Share in loss of Associate companies - - 30.04 1.36



Standalone Consolidated

FY2012 FY2011 FY2012 FY2011

15. Share of Minority Interest in the losses of Subsidiaries - - (13.68) 22.82

16. Reversal of Subsidiary into associate - - (114.43) -

17. Net Profit for the year (13-14-15-16) 1,226.23 839.72 1,033.29 631.43

FINANCIAL REVIEW (STANDALONE BASIS)

With a recovery in the business environment, Net sales increased by 27.9% from Rs 2,936 million in 2010-11 to Rs 3,756 million in 2011-12. Total income increased by 29.4% to Rs 4,165 million in 2011-12.

The total cost went up by 19.4% in FY2011-12 over FY 2010-11 mainly owing to increased employee cost and advertisement to build brands. Since top-line growth was faster than expenditure growth operating profit margins increased during 2011-12.

With healthy growth in total income and improved operational profit margins, net profit before exceptional items and taxes increased by 46.5% from Rs 1,188 million in 2010-11 to Rs 1,740 million in 2011-12. Net profit after taxes has increased by 46% from Rs 840 million in 2010-11 to Rs 1,226 million in 2011-12.

BONUS ISSUE

The Company made a bonus allotment of 54,590,512 bonus shares of face value of Rs 10/- each in ratio of 1:1 (i.e. one equity share for every one equity share already held) to the Members on June 25, 2012. With this allotment, the total issued and paid-up capital of the Company has increased to Rs 1,091,810,240/- comprising of 109,181,024 equity shares of face value of Rs 10/- each.

DIVIDEND

Your Directors are pleased to recommended dividend @ Rs 1 per share for the financial year 2011-12 on post bonus expanded paid-up capital (as above), subject to the approval of the shareholders The proposed dividend together with corporate dividend tax would mean an outflow of Rs 126.89 million as compared to Rs 47.74 million last year.

TRANSFER TO RESERVES

Since the Board decided to recommend payment of dividend on post bonus expanded capital base, the company provided for dividend which was 20% on the paid-up capital as on 31 March 2012. Accordingly, the Company transferred Rs 91.97 million to Reserves under Companies (Transfer of Profit to Reserves Rules), 1975.

LISTING OF SHARES

The Company's shares are listed on Bombay Stock Exchange Ltd. (BSE) & National Stock Exchange of India Ltd. (NSE) with effect from November 21, 2006, post its initial public offering (IPO).

OPERATIONS REVIEW

While the other businesses are gaining traction, your Company's primary revenue generator is still the online recruitment classifieds and related services through naukri.com. With improvements in the Indian economy and hiring picking up, recruitment solutions had a good year in 2011-12. Net sales from recruitment increased by 25.4% from Rs 2,425 million in FY2011 to Rs 3,042 million in FY2012. Operating EBITDA from recruitment increased by 41.2% from Rs 1,098 million in FY2011to Rs 1,550 million in FY 2012.

We also provide property, matrimonial, and education based classifieds and related services through our portal 99acres.com, jeevansathi.com and shiksha.com. With revenues from these other verticals increasing by 39.4%, their combined contribution to the company's net sales increased to 19% in 2011-12. 99acres.com grew by 52.2% and shiksha.com grew by 85%. However, the Company would invest more to scale up these businesses in FY 2012-13.

Detailed analysis of the performance of the Company and its businesses has been presented in the section on Management Discussion and Analysis of this Annual Report.

FUTURE OUTLOOK

The macro-economic scenario will be challenging in the next couple of years The global economy has to deal with slow and sporadic improvements in USA, complete economic recalibration in Europe and lower than usual growth in China. While these external developments will to some extent affect the Indian economy, much of the economic slowdown in the country is due to internal reasons emanating from issues related to socio- politics, environment and slow decision making by key governmental agencies.

In this macro-economic milieu, while Info Edge's business might witness some slowdown, much of it will be offset by the growing transformation of physical transactions into online ones. In addition, the online infrastructure is continuing to grow in India. Internet penetration and broadband usage continued to show strong secular growth trends and even today they are on the lower side in terms of penetration when compared to similar developing countries in Asia. Therefore, the potential for growth of internet enabled businesses is immense.

At Info Edge, we believe in this potential and are going to invest in all our businesses primarily on people, product development, marketing and brand building. The aim is to be domain leaders driving the internet led economic growth of the country. For FY-2013, we remain cautiously optimistic. The recruitment business is expected to maintain its growth momentum. The real estate business has shown all signs in FY-2012 of being close to the point of inflection for rapid growth. The matrimonial business is expected to strengthen its market position in its niche segments in north India, while the education business is developing impressively. For your Company, FY2013 will be about gaining from growth in the overall internet market and further consolidating its position by focusing on gaining market share. The investee companies are still developing their business models and will gain some visibility on future prospects in the next 2 to 3 years

SUBSIDIARY COMPANIES

During FY 2011-12, Info Edge had five subsidiary companies- Naukri Internet Services Private Limited and Jeevansathi Internet Services Private Limited, which own internet domain names and related trademarks, Allcheckdeals India Private Limited which provides brokerage services in the real estate sector in India, Info Edge (India) Mauritius Limited primarily to make overseas investments of the Company and Applect Learning Systems Private Limited which is engaged in business of kindergarten to class12 (K-12) assignment and tuitions through its website meritnation.com.

OTHER STRATEGIC INVESTMENTS

Etechaces Marketing & Consulting Private Limited engaged in aggregation and comparison of financial products including life insurance & general insurance quote through its online portal policybazaar.com which was our subsidiary last year had a fresh round of funding by us & Intel Capital, pursuant to which it is an associate company now.

DC Foodiebay Online Services Private Limited which owns an online food guide portal zomato.com, Ninety Nine Labels Private Limited which is engaged in business of online retailing of fashion merchandise through web portal 99labels.com, Kinobeo Software Private Limited which is in business of providing online group deals through its web portal mydala.com and Nogle Technologies Private Limited operating a online content sharing platform www.floost.com.

The companies are treated as "Associate Companies" in our Consolidated Financial Statements as per the Accounting Standards issued by Institute of Chartered Accountants of India and notified by Ministry of Corporate Affairs

During the financial year 2011-12, your Company invested about Rs 992.7 million into external businesses.

PARTICULARS OF EMPLOYEES

The particulars of employees required under Section 217 (2A) of the Companies Act, 1956 and the rules there under, are required to be annexed to this Report as Annexure. However, pursuant to the provisions of Section 219(1)(b) (iv) of the Companies Act, 1956, the Annual Report and Accounts are being sent to all the shareholders of the Company without the above information. Any shareholder interested in obtaining such particulars may write to the Company.

EMPLOYEES STOCK OPTION PLAN (ESOP)

Our ESOP schemes help us share wealth with our employees and have retention oriented compensation program.

ESOP-2003 The Company made this initial plan when it was a private limited unlisted company and therefore SEBI ESOP Guidelines were not applicable to this scheme. The scheme was used to grant ESOPs till listing i.e. November 2006 and thereafter, no fresh grants have been made under the scheme. Options granted prior to November 2006 continue to vest and exercised till their validity under this scheme.

ESOP-2007 (modified in June 2009) This is a SEBI compliant ESOP scheme being used to grant stock based compensation to our Associates since 2007. This was approved by passing a special resolution in the Extra- ordinary General Meeting (EGM) held on March 26, 2007 which was further amended in June 2009 through approval of shareholders by Postal Ballot by introducing Stock Appreciation Rights (SARs)/ Restricted Stock Units (RSUs) and flexible pricing of ESOP/SAR Grants. The scheme is currently used by the Company to make fresh ESOP/SAR grants.

Disclosures as required by clause 12 of the SEBI Employees Stock Option Scheme and Employee Stock Purchase Scheme Guidelines, 1999 are annexed to this report.

A certificate from M/s Price Waterhouse & Co., Statutory Auditors, with regards to the implementation of the Company's Employee Stock Option Scheme in line with SEBI Employees Stock Option Scheme and Employee Stock Purchase Scheme Guidelines, 1999 would be placed in the ensuing Annual General Meeting.

CORPORATE GOVERNANCE

Separate detailed chapters on Corporate Governance, Additional Shareholder Information and Management Discussion and Analysis are attached herewith and forms a part of this annual report.

PUBLIC DEPOSITS AND LIQUIDITY

We continue to be almost debt-free, and believe we maintain sufficient cash to meet our strategic objectives. During FY 2011-12, your Company has not accepted any deposits or raised any fresh equity from the public.

ENERGY CONSERVATION, TECHNOLOGY ADOPTION AND FOREIGN EXCHANGE FLOWS

Since the Company is a service sector company and does not own any manufacturing facility, the other particulars in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1998 are not applicable. However, on a proactive basis, we are disclosing the details of energy conservation and technology absorption as part of annexure A to the directors' report. The particulars regarding foreign exchange earnings and expenditure are furnished below-

DIRECTORS

There has been no change in the directors of the company.

As per the requirements of Section 256 of the Companies two-thirds of the Board shall consist of retiring directors out of which one third shall retire at every annual general meeting. Accordingly, Mr. Kapil Kapoor and Ms. Bala Deshpande shall retire and being eligible offer themselves for re-appointment in the ensuing Annual General Meeting.

INTERNAL CONTROL SYSTEMS

The Company has in place adequate systems of Internal Control to ensure compliance with policies and procedures. The Company has appointed an external professional firm as Internal Auditor. The audit is regularly carried out to review the internal control systems & processes. The Internal Audit Reports along with implementation and recommendations contained therein are constantly reviewed by the Audit Committee of the Board.

AUDITORS

M/s. Price Waterhouse & Co., Chartered Accountants hold office until the conclusion of forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed;

- they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for the year;

- they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

and

- they have prepared the annual accounts on a going concern basis.

NOTES TO ACCOUNTS

There was no qualification in the Auditors Report and both the Auditors Report & notes on accounts are self- explanatory.

ACKNOWLEDGMENTS

We thank our clients, vendors, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels. Our consistent growth has been made possible by their hard work, solidarity, cooperation and support.

Date: June 28, 2012

Place: Hongkong

For and on behalf of the

Board of Directors

Kapil Kapoor

Chairman


Mar 31, 2011

The Directors have pleasure in presenting the fifth Annual Report together with the audited accounts for the year ended March 31, 2011.

STANDALONE FINANCIAL RESULTS (Rs. MILLiON)

PARTICULARS 2010-11 2009-10

Revenue

Net sales 2,936.21 2,322.23

Other income 282.74 320.14

Total income 3,218.95 2,642.37

Expenditure

Advertising and Promotion Cost 380.25 374.04

Administration and Other

expenses 320.48 294.33

Personnel expenses 1,137.13 879.50

Network and other charges 100.38 89.68

Depreciation 71.15 61.07

Finance & Other Charges 21.74 19.25

Total expenditure 2,031.13 1,717.87

Net profit before exceptional 1,187.82 924.50

item and tax

Exceptional Item (51.74) 37.74

Tax 399.84 317.48

Net profit after tax 839.72 569.28

Financial Review

With a recovery in the business environment, Net sales increased by 26.4% from Rs.2,322.2 million in 2009-10 to Rs.2,936.2 million in 2010-11 and Total income increased by 21.8% to Rs.3,218.9 million in 2010-11.

While employee costs went up as a ratio to net sales (as an investment into the newer/ similar verticals), Info Edge controlled the other key expenses, namely advertising and promotion costs, administration and other expenses and network and other charges. Consequently, total expenditure increased by 18.2% from Rs.1,717.9 million in 2009-10 to Rs.2,031.1 million in 2010-11. Since top-line growth was faster than expenditure growth operating profit margins increased during 2010-11.

With healthy growth in total income and improved operational profit margins, net profit before exceptional items and taxes increased by 28.5% from Rs.924.5 million in 2009-10 to Rs.1,187.8 million in 2010-11. During the year there has been an exceptional income item net of taxes worth Rs.37.1 million from sale of shares of makemytrip. com. Net profit after taxes has increased by 47.5% from Rs.569.3 million in 2009-10 to Rs.839.7 million in 2010-11.

DIVIDEND

Your Directors are pleased to recommended dividend at the rate Rs.0.75 per share for the financial year 2010-11, subject to the approval of the shareholders. The proposed dividend together with corporate dividend tax would mean an outflow of Rs.47.74 million as compared to Rs.23.95 million last year due to bonus issue & consequent increase in the paid-up shares of the Company.

Bonus issue

During 2010-11, your Company issued 27,295,256 bonus shares of face value of Rs.10/- each in ratio of 1:1 (i.e. one equity share for every one equity share already held), to the shareholders as on record date. With this allotment, the total issued and paid-up capital of the Company has increased to Rs.545,905,120/- ( Rupees Fifty Four Crores Fifty Nine Lacs Five Thousand One Hundred and Twenty only) comprising of 54,590,512 equity shares of face value of Rs.10/- each.

LISTING OF SHARES

The Companys shares are listed on Bombay Stock Exchange Limited (BSE) & National Stock Exchange of India Limited (NSE) with effect from November 21, 2006, post its initial public offering (IPO)

TRANSFER TO RESERVES

Since your company is not paying dividend exceeding 10% of the paid-up capital, the Companies (Transfer of Profit to Reserves) Rules, 1975 is not applicable.

OPERATIONS Review

While the other businesses are gaining traction, you Companys primary revenue generator is still the online recruitment classifieds and related services through naukri.com and quadrangle business divisions. With improvement in the Indian economy and hiring picking up, recruitment solutions had a good year in 2010-11. Net sales from recruitment increased by 24.1% from Rs.1,954 million in FY2010 to Rs.2,425 million in FY2011 and operating EBIDTA from recruitment increased by 36.7% from Rs.803 million in FY2010 to Rs.1,097 million in FY2011.

We also provide matrimonial, property and education based classifieds and related services through our portal jeevansathi.com, 99acres.com and shiksha.com. With revenues from these other verticals increasing by 42%, their combined contribution to the companys net sales increased to 17% in 2010-11. While jeevansathi. com witnessed a 11% growth in revenues, driven by an improvement in the Indian real estate market, 99acres. com grew by 72% and broke even during 2010-11. Shiksha.com is in the early stage of development and is getting good response.

Detailed analysis of the performance of the Company and its businesses, including initiatives in the area of Human Resources, Information Technology, has been presented in the section on Management Discussion and Analysis of this Annual Report.

FUTURE outlook

India has an ideal demographic structure for high utilisation of the medium of internet. However, internet penetration has been abysmally low mainly due to poor connectivity and high cost of usage. With both these factors improving, internet penetration is growing rapidly in the last two years. If this growth of rate of penetration is maintained, then the internet will become a significant medium for transactions and information sharing in India. At Info Edge we are fairly confident that we are poised for such internet based growth in India. There might be a slight temporary slowdown in the economy in the near term but the long term trajectory is positive. We are fairly optimistic of the future for well established internet businesses like ours in India.

We will continue to focus internally on improving our products, our sale channels and our internal processes and systems. We are gaining market share across businesses and are confident of maintaining this trend. We will continue to invest in developing the matrimonial, real estate, and education businesses, and in emerging technologies like BWA, mobile apps and 3G.

SUBSIDIARY COMPANIES

During FY2010-11, Info Edge had seven subsidiary companies - Naukri Internet Services Private Limited and Jeevansathi Internet Services Private Limited, which own internet domain names and related trademarks, Allcheckdeals India Private Limited which provides brokerage services in the real estate sector in India, Info Edge (India) Mauritius Limited primarily to make overseas investments of the Company and Info Edge USA Inc. Investee Companies -Applect Learning Systems Private Limited, engaged in the business of kindergarten to class12 (K-12) assessment & tuition portal and Etechaces Marketing & Consulting Private Limited, engaged in comparison of financial products (mainly life & general insurance).

OTHER STRATEGIC INVESTMENTS

During the financial year 2010-11, your Company committed an investment of Rs.47 million in DC Foodie Bay Online Services Private Limited (www.zomato.com) which is an online food guide and restaurant directory business. Your Company also committed an investment of Rs.10 million in Nogle Technologies Private Limited (www.blinkk.me) which is initiating an online information sharing portal.

The company has also committed the following investments during April-June 2011

- Rs.90 million in Kinobeo Software Private Limited, engaged in business of providing online group deals through their website www.mydala.com; - An additional investment of Rs.100 million in Etechaces Marketing and Consulting Private Limited. The Company had already committed to invest Rs.200 million in the first round till FY2010-11;

- Rs.157 million through an equity stake in Ninety Nine Labels Private limited, engaged in online retailing of merchandise e.g. clothes, perfumes, fashion accessories, vouchers and discount deals on the internet, principally through the web portal www.99labels.com. The investment is through a mix of buying out some existing shareholders while the major portion is directly into the Company to enable it to invest in its business.

PARTICULARS OF EMPLOYEES

The particulars of employees required under Section 217 (2A) of the Companies Act, 1956 and the rules there under, are required to be annexed to this Report as Annexure. However, pursuant to the provisions of Section 219(1)(b) (iv) of the Companies Act, 1956, the Annual Report and Accounts are being sent to all the shareholders of the Company without the above information. Any shareholder interested in obtaining such particulars may write to the Company.

EMPLOYEES STOCK OPTION PLAN (ESOP)

Our ESOP schemes help us share wealth with our employees and have retention oriented compensation program.

ESOP-2003 The Company made this initial plan when it was a private limited unlisted company and therefore SEBI ESOP Guidelines were not applicable to this scheme. The scheme was used to grant ESOPs till listing i.e. November 2006 and thereafter, no fresh grants have been made under the scheme. Options granted prior to November 2006 continue to vest and exercised till their validity under this scheme.

ESOP-2007 (modified in June 2009) The Company introduced a new SEBI compliant ESOP scheme, which was approved by passing a special resolution in the Extra- ordinary General Meeting (EGM) held on March 26, 2007 which was further amended in June 2009 through approval of shareholders by Postal Ballot by introducing Stock Appreciation Rights (SARs)/ Restricted Stock Units (RSUs) and flexible pricing of ESOP/SAR Grants. The scheme is currently used by the Company to make fresh ESOP/SAR grants.

Disclosures as required by clause 12 of the SEBI Employees Stock Option Scheme and Employee Stock Purchase Scheme Guidelines, 1999 are annexed to this report.

CORPORATE GOVERNANCE

Separate detailed chapters on Corporate Governance, Additional Shareholder Information and Management Discussion and Analysis are attached herewith and forms a part of this annual report.

PUBLIC DEPOSITS AND LIQUIDITY

We continue to be almost debt-free, and believe we maintain sufficient cash to meet our strategic objectives. During 2010- 11, your Company has not accepted any deposits or raised any fresh equity from the public.

ENERGY CONSERVATION, TECHNOLOGY ADOPTION AND FOREIGN EXCHANGE FLOWS

Since the Company is a service sector company and does not own any manufacturing facility, the other particulars in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1998 are not applicable. However, on a proactive basis, we are disclosing the details of energy conservation and technology absorption as part of annexure A to the directors report. The particulars regarding foreign exchange earnings and expenditure are furnished below.

(Rs. MILLION)

PARTICULARS 2010-11 2009-10

Foreign exchange earnings

Sales 289.49 244.54

Total Inflow 289.49 244.54

Foreign exchange outgo

Travel 1.58 2.13

Expenses on server, etc 54.30 56.90

Promotion and Marketing 3.70 7.90

Foreign Branch Expenses 36.78 30.92 Others 4.94 7.33

Total Outflow 101.30 105.18

Net Foreign exchange inflow 188.19 139.36

DIRECTORS

There has been no change in the directors of the company, however, the Board re-designated the three Whole-time Directors. Mr. Hitesh Oberoi was appointed as Managing Director & Chief Executive Officer in place of Mr. Sanjeev Bikhchandani who transited to the role of Founder and Executive Vice Chairman.

Mr. Bikhchandani will continue to be actively involved in the business and will focus primarily on strategic matters, investments and acquisitions while Mr. Oberoi will oversee the current businesses of the company. Both Mr. Bikhchandani and Mr. Oberoi will report directly to the Board. Mr. Ambarish Raghuvanshi, the current Chief Financial Officer & Whole-time Director, transited to the role of Group President -Finance and Chief Financial Officer.

Their initial term of five years was completed on April 26, 2011 and the Board of Directors in their meeting held on April 28, 2011 re-appointed Mr. Sanjeev Bikhchandani as Executive Vice-Chairman, Mr. Hitesh Oberoi as Managing Director & CEO, and Mr. Ambarish Raghuvanshi as Whole- time Director ,CFO & Group President-Finance for a period of five years w.e.f. April 27, 2011 on terms and conditions as mentioned in the notice of Annual General Meeting.

As per the requirements of Section 256 of the Companies Act, 1956, two-thirds of the Board shall consist of retiring directors out of which one third shall retire at every annual general meeting. Accordingly. Mr. Saurabh Srivastava and Mr. Naresh Gupta shall retire and being eligible offer themselves for re-appointment in the ensuing Annual General Meeting.

INTERNAL CONTROL SYSTEMS

The Company has in place adequate systems of Internal Control to ensure compliance with policies and procedures. The Company has appointed an external professional firm as Internal Auditor. The Audits of all the units of the Company are regularly carried out to review the internal control systems & processes. The Internal Audit Reports along with implementation and recommendations contained therein are constantly reviewed by the Audit Committee of the Board.

AUDITORS

M/s. Price Waterhouse & Co., Chartered Accountants hold office until the conclusion of forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed;

- they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for the year;

- they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- they have prepared the annual accounts on a going concern basis.

NOTES TO ACCOUNTS

There was no qualification in the Auditors Report and both the Auditors Report & notes on accounts are self explanatory.

ACKNOWLEDGMENTS

We thank our clients, vendors, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels. Our consistent growth has been made possible by their hard work, solidarity, cooperation and support.



Date- June 17, 2011 Place- Hong Kong

For and on behalf of the Board of Directors Kapil Kapoor Chairman


Mar 31, 2010

The Directors have pleasure in presenting the fourth Annual Report together with the audited accounts for the year ended March 31, 2010.

FINANCIAL RESULTS (RS MILLION)

PARTICULARS 2009-10 2008-09

Revenue

Net sales 2,322.23 2,451.66

Other income 320.14 286.30

Total Income 2,642.37 2,737.96

Expenditure

Advertising and Promotion Cost 374.04 433.20

Administration and Other

expenses 303.24 324.92

Personnel expenses 870.99 933.88

Network and other charges 89.28 90.41

Depreciation 61.07 71.10

Finance & Other Charges 19.25 17.26

Total expenditure 1,717.87 1,870.77

Net profit before exceptional

item and tax 924.50 867.19

Exceptional Item 37.74 0

Tax 317.48 270.33

Net Profit after Tax 569.28 596.86



FINANCIAL REVIEW

Net Sales decreased by 5% from Rs.2451.66 million in 2008-09 to Rs.2322.23 million in 2009-10. Other income increased by 12% to Rs.320.14 million in 2009-10, primarily interest income from banks. Total income decreased by 3% from Rs.2737.96 million in 2008-09 to Rs.2642.37 million in 2009-10.

Total expenditure decreased by 8% from Rs.1870.77 million in 2008-09 to Rs.1717.87 million in 2009-10. There was a conscious effort to optimize advertisement and promotion expenditure. In fact, advertising and promotion costs decreased by 14% from Rs.433.20 million in 2008-09 to Rs.374.04 million in 2009-10.

Profit before tax increased by 2% from Rs. 867.19 million in 2008-09 to Rs.886.77 million (net of exceptional item) in 2009-10. Profit after tax decreased by 5% to Rs.569.28 million in 2009-10. The exceptional item of Rs 37.74 million is on account of a provision made for permanent dimunition in carrying value of the investment in Studypaces Inc, USA through the Mauritian subsidiary.

DIVIDEND

Your Directors are pleased to recommend dividend at the rate Re. 0.75 per share for 2009-10, subject to the approval of the shareholders. The proposed dividend together with corporate dividend tax would mean an outflow of Rs. 23.95 million.

TRANSFER TO RESERVES

Since your Company is not paying a dividend exceeding 10% of the paid-up capital, the Companies (Transfer of Profits to Reserves) rules, 1975 is not applicable.

OPERATIONS REVIEW

In terms of revenue, our primary business remains online recruitment classifieds and related services through naukri.com and quadrangle business divisions. This business was under stress due to reduction in recruitment in India. Revenues from the recruitment solutions business decreased by 8% from Rs.2117 million in 2008-09 to Rs.1954 million in 2009-10. This vertical now generates around 84% of the companys net sales. We also provide matrimonial and property related classifieds and related services through our portal jeevansathi.com and 99acres .com. With revenues from these other verticals increasing by 10%, their combined contribution to the companys net sales increased to 16% in 2009-10. Jeevansathi.com continues to perform well and was close to breaking even in 2009-10. The newly launched shiksha.com received encouraging customer response.

Detailed analysis of the performance of the Company and its businesses, including initiatives in the area of Human Resources, Information Technology, has been presented in the section on Management Discussion and Analysis of this Annual Report.

FUTURE OUTLOOK

We remain cautiously optimistic about the long term prospects of the company. The long term trends of a demographic change towards upwardly mobile younger population in India and the steady increase in internet penetration continue to support growth of internet based businesses like Info Edge. Early trends in the last half of 2009-10 suggest that economic conditions are fast improving in India and both the recruitment and the real estate sector are seeing increased activity. By focusing internally on improving our products, our sale channel and our internal processes and systems, we have come out stronger from the economic slowdown. We are gaining market share across businesses and are confi dent of maintaining this trend. We will continue to invest in the developing matrimonial, realesate and education businesses.

SUBSIDIARY COMPANIES

As of March 31, 2010, Info Edge has six subsidiary companies - Naukri Internet Services Private Limited and Jeevansathi Internet Services Private Limited, which own internet domain names and related trademarks, Allcheckdeals India Pvt Limited which provides brokerage services in the Indian real estate sector, Info Edge (India) Mauritius Limited for making overseas investments of the Company and Info Edge USA Inc. Applect Learning Systems Pvt. Ltd., an investee company engaged in the business of kindergarden to class12 (K-12) assessment & tuition portal is the new entry to the list of subsidiary companies.

PARTICULARS OF EMPLOYEES

We continue to focus on our employees. We did not undertake any salary cuts or lay-offs during the slowdown. We continue to focus on training activities specifi cally on the sales side. We entered into corporate tie up with ISB for competency building in Senior Management through ISB Executive Education Programs. The HRIS system implemented in FY 2008-09 stabilized during the year and some of the functionalities were automated.

The particulars of employees required under Section 217 (2A) of the Companies Act, 1956 and the rules there under, are required to be annexed to this Report as Annexure. However, pursuant to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report and Accounts are being sent to all the shareholders of the Company without the above information. Any shareholder interested in obtaining such particulars may write to the Company.

EMPLOYEES STOCK OPTION PLAN (ESOP)

We had adopted an ESOP scheme in 2004 to include our employees in wealth sharing and in adopting a more retention oriented compensation program. As the Company was a private limited unlisted company at that time, therefore SEBI ESOP Guidelines were not applicable to our old ESOP scheme. The Company introduced a new SEBI compliant ESOP scheme, which was approved by passing a special resolution in the Extra-ordinary General Meeting (EGM) held on March 26, 2007 which was further amended in June 2009 through approval of shareholders by Postal Ballot by introducing Stock Appreciation Rights (SARs) and flexible pricing of ESOP/ SAR Grants.

Disclosures as required by clause 12 of the SEBI Employees Stock Option Scheme and Employee Stock Purchase Scheme Guidelines, 1999 are annexed to this report.

A certificate M/s Price Waterhouse, Statutory Auditors, with regards to the implementation of the Companys Employees Stock Option Schemes, would be placed before the shareholders in the Annual General Meeting.

CORPORATE GOVERNANCE

Separate detailed chapters on Corporate Governance, Additional Shareholder Information and Management Discussion and Analysis are attached herewith and forms a part of this annual report.

PUBLIC DEPOSITS AND LIQUIDITY

We continue to be almost debt-free, and believe we maintain sufficient cash to meet our strategic objectives. During 2009-10, your Company has not accepted any deposits or raised any fresh equity from the public.

ENERGY CONSERVATION, TECHNOLOGY ADOPTION AND FOREIGN EXCHANGE FLOWS

Since the Company is a service sector company and does not own any manufacturing facility, the other particulars in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1998 are not applicable. However, on a proactive basis, we are disclosing the details of energy conservation and technology absorption as part of annexure A to the directors report. The particulars regarding foreign exchange earnings and

expenditure are furnished below. (RS MILLION)

PARTICULARS 2009-10 2008-09

Foreign Exchange Earnings

Sales 244.54 290.44

Total Inflow 244.54 290.44

Foreign Exchange Outgo

Travel 2.13 0.58

Expenses on server, etc 56.9 58.47

Promotion and Marketing 7.90 4.45

Foreign Branch Expenses 30.92 26.17

Others 7.33 10.03

Total Outflow 105.18 99.70

Net Foreign Exchange Flow 139.36 190.74

LISTING OF SHARES

The Companys shares are listed on Bombay Stock Exchange Ltd. (BSE) & National Stock Exchange of India Ltd. (NSE) with effect from November 21, 2006, post its initial public offering (IPO)

DIRECTORS

Mr. Sandeep Murthy, Nominee of Murugan Capital and Sherpalo LLC Mauritius resigned from the Board w.e.f. 30 April 2010 consequent to the investors having sold most of the shares held by them. The Board appreciates his contribution to the Company and wish him all the best for his future endeavors.

As per the requirements of Section 256 of the Companies two-third of the Board shall consist of retiring directors out of which one third shall retire at every annual general meeting. Accordingly. Mr. Arun Duggal and Mr. Ashish Gupta shall retire and shall be re-nominated for election for Directorship in the ensuing AGM.

INTERNAL CONTROL SYSTEMS

The Company has in place adequate systems of Internal Control to ensure compliance with policies and procedures. The Company has appointed an external professional firm as Internal Auditor. The Audits of all the units of the Company are regularly carried out to review the internal control systems & processes. The Internal Audit Reports along with implementation and recommendations contained therein are constantly reviewed by the Audit Committee of the Board.

AUDITORS

The Board of Directors propose to appoint M/s Price Waterhouse & Co., Chartered Accountants as Auditors of the Company in place of M/s. Price Waterhouse, Chartered Accountants, the retiring auditors who have expressed their inability for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed;

- they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for the year;

- they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- they have prepared the annual accounts on a going concern basis.

NOTES TO ACCOUNTS

The observation of auditors and notes on accounts are self explanatory

CLARIFICATION ON POINT NO. 3 (IX) (B) OF AUDITORS REPORT

A demand of Rs. 25.74 million was raised by Income Tax department in reference to scrutiny assessment of AY 2007-08. This demand was erroneously computed by the Income Tax Department and the company hasfi led arectifi cation application with correct computation of Rs. 5.34 million and also against that has deposited Rs. 3 million under protest. An appeal has duly been filed with Commissioner of Income Tax (Appeals)pending hearing.

ACKNOWLEDGMENTS

We thank our clients, vendors, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels. Our consistent growth has been made possible by their hard work, solidarity, cooperation and support

For and on behalf of

the Board of Directors

Kapil Kapoor

Chairman

Date: June 28, 2010

Place: Connecticut, USA

 
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