Mar 31, 2022
During the year ended March 31,2022 , the Company has issued Nil (March 31,2021: 200,000) equity shares of ?10/- each fully paid up at ?10/-per share respectively to the Info Edge Employees Stock Option Plan Trust which have been listed in the respective Stock Exchanges , ranking pari passu with the existing equity shares of the Company.
The Company has only one class of equity shares having a par value of ?10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company in proportion to their shareholding.
The Board of Directors in its meetings held on June 11,2021 and on January 07, 2022 had declared an Interim dividend of '' 8.00 per equity share on each date which was paid on July 05, 2021 and February 02, 2022 respectively.
The Board of Directors in its meeting held on May 27, 2022 has recommended a final dividend of '' 5.00 per equity share subject to approval of the shareholders in the ensuing Annual General Meeting.
a) Securities premium
Securities premium reserve is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.
Under the erstwhile Companies Act 1956, general reserve was created through an annual transfer of net income at a specified percentage in accordance with applicable regulations. The purpose of these transfers was to ensure that if a dividend distribution in a given year is more than 10% of the paid-up capital of the Company for that year, then the total dividend distribution is less than the total distributable results for that year. Consequent to introduction of Companies Act 2013, the requirement to mandatorily transfer a specified percentage of the net profit to general reserve has been withdrawn. However, the amount previously transferred to the general reserve can be utilised only in accordance with the specific requirements of Companies Act, 2013
The stock options based payment reserve is used to recognise the grant date fair value of options issued to employees under Employee stock option plan.
Capital Reserve represents the difference between cost of investment by the company in HighOrbit Careers Pvt Ltd, a wholly owned subsidiary of the company (which was amalgamated with the company pursuant to H''able NCLT order with appointed date of April 1,2020) and carrying value of all assets and liabilities and balances in reserve and surpluses of the transferee company, in accordance with para 16 "Accounting treatment" of the scheme of amalgamation and para 12 of Appendix C of IND AS 103. Please refer note for details. Refer note 43 for details.
The Company has elected to recognise changes in the fair value of certain investments in equity securities in other comprehensive income. These changes are accumulated within the Equity instruments through Other Comprehensive Income within equity. The company transfers amounts from this reserve to retained earnings when the relevant equity securities are derecognised.
Transactions related to investment in wholly owned subsidiaries made in debenture/preference share were made at face value.
All other transactions were made on normal commercial terms and conditions.
All outstanding balances are unsecured and are repayable in cash.
The remuneration to key managerial personnel does not include the provisions made for gratuity and leave benefits, as they are determined on an actuarial basis for the Company as a whole.
The establishment of the Info Edge Limited Employee Option Plan(s) are approved by shareholders at annual general meeting. ESOP scheme 2015 was approved by shareholders through postal ballot on April 16, 2016. The employee stock option plan is designed to provide incentives to employees generally at and above the designation of managers to deliver long-term returns. Under the plan, participants are granted options which vest upon completion of three years of service from the grant date. Participation in the plan is at the board appointed committee''s discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits.
The Company has set up a trust to administer the ESOP scheme under which Stock Appreciation Rights (SAR) and Stock options (ESOP), with substantially similar types of share based payment arrangements, have been granted to employees. The scheme only provides for equity settled grants to employees whereby the employees can purchase equity shares by exercising SAR/options as vested at the exercise price specified in the grant, there is no option of cash settlement. The SAR/options granted till March 31,2022 have a vesting period of maximum 3 years from the date of grant.
The fair value at grant date is determined using the Black Scholes Model which takes into account the exercise price, term of option, the share price at grant date, and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of option.
27. The Company has received various legal notices of claims/lawsuits filed against including suits relating to infringement of Intellectual Property Rights (IPR), Consumer suits, etc.in relation to the business activities carried on by it. The management based on internal assessment and legal opinion obtained, believes that no material liability is likely to arise on account of such claims/law suits.
28. The Company is primarily in the business of internet based service delivery operating in four service verticals through various web portals in respective verticals namely recruitment solutions comprising primarily naukri.com, other recruitment related portals and ancillary services related to recruitment, 99acres.com for real estate related services, Jeevansathi.com for matrimony related services and Shiksha.com for education related services.
The Managing Director & Chief Executive Officer of the Company examines the Company''s performance both from a business & geographical prospective and has identified as reportable segment of its business which are "Recruitment Solutions" and "99acres" ; the "Other segments" comprises primarily Jeevansathi & Shiksha verticals are not considered as reportable operating segment since they individually do not meet qualifying criteria for the reportable segment as per Ind AS 108.
a) Domestic segment revenue includes sales and services to customers located in India and overseas segment (primarily in Gulf countries) revenue includes sales and services rendered to customers located outside India. Segment revenue is measured in the same way as in the Statement of Profit and loss.
b) Segment assets includes fixed assets, trade receivables, cash and bank balances (except dividend bank account), loans & advances and other current assets and are measured in the same way as in the financial statements. These assets are allocated based on the operations of the segment and the physical location of the assets. Unallocated assets include dividend bank accounts, investments, Interest accrued and Deferred Tax asset.
c) Segment liabilities includes borrowings, trade payable, other current liabilities, provisions and other financials liabilities. Segment liabilities are measured in the same way as in the financial statements. These liabilities are allocated based on the operations of the segment.
29. As at March 31,2022 unclaimed dividend includes ?0.46 Mn (March 31,2021: ?0.50 Mn ) lying with Yes Bank, with ICICI Nil (March 31, 2021 ?0.05 Mn ) , with HDFC Bank ?0.31 Mn (March 31,2021 ?0.14 Mn ) and with Indusind Bank ?0.08 Mn (March 31,2021 ?0.08 Mn). These amounts would be credited to Investor Education & Protection Fund within stipulated timelines.
The Company has classified the various benefits provided to employees as under:
The Company has a defined contribution plan in respect of provident fund. The minimum amount of contribution to be made by the employer is set at a rate of 12% of wages, subject to ceiling of '' 1800 per month as defined under the Employees Provident Fund Scheme,1952. The contributions are made to registered provident fund administered by the Government. The obligation of the group is limited to the amount contributed and it has no further contractual nor any constructive obligation.
Contribution to Gratuity Funds - Life Insurance Corporation of India, Group Gratuity Scheme
The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees las1 drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The gratuity plan is a funded plan and the Company makes contribution to recognised funds in India.
31. During the year ended March 31,2022, the Company has issued Nil equity shares (March 31,2021; 200,000 nos. equity shares each fully paid up ?10/- respectively) respectively to Info Edge Employees Stock Option Plan (ESOP) Trust, which have been duly listed in the respective Stock Exchanges, ranking pari passu with the existing equity shares of the Company. The ESOP trust has in turn issued 182,086 nos. equity shares and 188,918 nos. equity shares fully paid up to the employees during the year ended March 31, 2022 & year ended March 31, 2021 respectively.
33. During the year ended March 31,2015 , the Company had issued 10,135,135 nos. equity shares of ?10/- each fully paid up at ?740/-per share (including securities premium of ?730/- per share) to qualified institutional buyers on September 12, 2014 pursuant to Qualified Institutional Placement (QIP) document, dated September 10th, 2014, as per provisions of section 42 of Companies Act, 2013 read with rule 14 of the Companies (Prospectus and Allotment of Securities) Rules 2014, and Chapter VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 which have been listed in the respective Stock Exchanges on September 16, 2014.
Expenses incurred in relation to QIP amounting to ?155.65 Mn had been adjusted from Securities Premium Account during the year ended March 31,2015.The utilisation out of such net amount of ?7,344.35 Mn till March 31,2022 is given below. The balance amount of QIP proceeds remains invested in Mutual funds (debt) & Term Deposits with banks.
34. During the year ended March 31, 2021 , the Company had issued 6,067,961 nos. equity shares of ?10/- each fully paid up at ? 3,090/- per share (including securities premium of ? 3,080/- per share) to qualified institutional buyers on August 08, 2020 pursuant to Qualified Institutional Placement (QIP) document, dated August 07, 2020, as per provisions of section 42 of Companies Act, 2013 read with rule 14 of the Companies (Prospectus and Allotment of Securities) Rules 2014, and Chapter VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 which have been listed in the respective Stock Exchanges on August 10, 2020.
Expenses incurred in relation to QIP paid/provided for amounting to ? 459.68 Mn has been adjusted from Securities Premium Account and the utilisation out of such net amount of ? 18,290.32 Mn till March 31,2022 is given below. The balance amount of QIP proceeds remains invested in Mutual funds (debt) & Term Deposits with banks.
36. There are numerous interpretative issues relating to the Supreme Court (SC) judgement on PF dated 28th February, 2019. As a matter of caution, the Company has made a provision on a prospective basis from the date of the SC order. The company will update its provision, on receiving further clarity on subject.
37. (a) During the year ended March 31,2022 the Company had acquired 100% share capital of Zwayam Digital Private Limited for an
aggregate consideration of ? 604.11 Mn.
(b) During the year ended March 31, 2022 the Company had acquired 100% share capital of Axilly Labs Private Limited for an aggregate consideration of ? 209.62 Mn.
38. The Social Security 2020 (Code), which received the President Assent on September 28, 2020 subsumes nine laws relating to social security retirement and employee benefits, including the Employees Provident Fund and Miscellaneous Provisions Act, 1952 and Payment of Gratuity Act, 1972. The effective date of the Code is yet to be notified. The Company will assess and record the impact of the Code, if any, when it comes into effect.
39. During the year ended March 31,2022, Zomato Limited (formerly known as Zomato Media Private Limited and later known as Zomato Private Limited), has issued bonus shares in the ratio of 1:6699 to existing equity shareholders. Further, it has converted CCCPS of Class A to C and CCPS of Class E to the equity shares in the ratio of 1: 1.
Zomato Limited, has also come out with initial public offer ("IPO") of its equity shares and such shares have been listed on NSE & BSE on July 23, 2021. The company has participated in offer for sale ("OFS") as ''selling shareholder'' and has sold 49.3 million shares at total consideration of '' 3,750 million.
Effective listing date, Zomato Limited has ceased to be a Joint venture (i.e. .Jointly Controlled entity) and hence has been reclassified as financial investment which will be fair valued at each reporting date in accordance with Ind AS109. Accordingly, unrealised mark to market gain of '' 89,411.95 million till date of listing of Zomato has been credited to P&L through exceptional item. Unrealised gain of '' 7,526.53 million from date of listing till year end has been taken to Other Comprehensive Income in accordance with one time irrevocable option available under IND AS.
40. During the year ended March 31, 2022, PB Fintech Limited, the associate company, which is held by company''s wholly owned subsidiaries (WOS) / Joint Venture (JV) companies, has come out with initial public offer ("IPO") of its equity shares aggregating up to ? 56,250 million and such shares have been listed on NSE & BSE on November 15, 2021.
Effective listing date, PB Fintech Limited has ceased to be an associate company and hence has been reclassified as financial investment which will be fair valued at each reporting date in accordance with Ind AS109 by respective WOS/ JV in their respective financials.
41. These financial statements include an unrealized notional gain upon fair valuation of financial investment (i.e. equity shares held in Zomato Limited) as stipulated under IND AS 109 amounting to '' 89,411.95 Million (credited to Exceptional Items which forms part of Profit after Tax) and '' 7,526.53 Million (credited to Other Comprehensive Income). Based on internal legal counsel assessment, the company believes that such notional unrealized gain is not required to be considered to calculate Financial Income with respect to threshold notified by Reserve Bank of India vide Press Release 1998-99/ 1269 dated April 8, 1999 issued under section 45-I(a) of the Reserve Bank of India Act, 1934, commonly known as 50:50 rule, to determine the requirement of registration as Non-Banking Financing Company. As a matter of abundant precaution,subsequent to year end, the company has intimated to the Reserve Bank of India about the same clearly spelling out the rationale for such assessment and shall abide by RBI''s further guidance on the matter, if and when received.
42. As per Section 135 of the Companies Act, 2013 (''Act''), a Corporate Social Responsibility (CSR) committee had already been formed by the Company in earlier years. The main areas for CSR activities, as per the CSR policy of the Company are promoting education, training to promote sports and contribution to appropriate funds set up by the Central Government, further the CSR Committee may consider other CSR activities subject to the condition that such activities relate to the subjects enumerated in Schedule VII of the Act.
43. COMMON CONTROL BUSiNESS COMBiNATiON
The Board of Directors of the Company, in its meeting held on November 10, 2020, approved the Scheme of Amalgamation between the company ("Transferee Company") and Highorbit Careers Private Limited ("Transferor Company"), the wholly owned subsidiary of the Transferee Company by way of and in accordance with a scheme of amalgamation as per the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (hereinafter referred to as the "Scheme") with the appointed date being April 1,2020 ("Appointed Date). The aforesaid Scheme was sanctioned by Hon''ble National Company Law Tribunal, New Delhi Bench ("NCLT") vide its Order dated March 08, 2022. The order was filed with Registrar of Companies on April 02, 2022 ("effective date"), on which date, the transferor company stood dissolved. There is no change in equity share capital (Promoter/ Pubic shareholding) of the Transferee Company, pursuant to the sanctioned Scheme, as no shares are being issued by the Transferee Company, in consideration of the sanctioned scheme.
With effect from the Appointed Date, the entire business and whole of the Undertaking (including all assets, properties, titles, licenses, interests, investments, liabilities, rights, commitments and obligations) of the Transferor Company, without any further act, instrument or deed, stood transferred to and vested in Transferee Company, as a going concern.
As the Transferor Company is a wholly owned subsidiary of the Transferee Company i.e. the entire issued, subscribed and paid up share capital of the Transferor Company was held by the Transferee Company and upon this Scheme becoming effective, entire such capital stood automatically cancelled and the Transferee Company was not required to issue and allot any shares to the shareholders of the Transferor Company.
On and from the Effective Date, the profits of Transferor Company, for the period beginning from the Appointed Date (i.e, April 1, 2020) belonged to and be the profits of Transferee Company and are included as such.
The Transferee Company has accounted for such merger in accordance with "Pooling of interest method" of accounting as laid down in Appendix C of IND AS-103 Business Combinations of entities under common control notified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as specified in the scheme, such that:
(a) All assets and liabilities of the transferor Company are stated at the carrying values as appearing in the consolidated financial statements of Transferee Company.
(b) The identity of the reserves have been preserved and are recorded in the same form and at the carrying amount as appearing in the consolidated financial statements of Transferee Company.
(c) The inter-company balances between both the companies have been cancelled.
(d) The value of investments held by the Transferee Company in the Transferor Company stood cancelled.
(e) The deficit arising after taking the effect of clauses (a) to (d) has been adjusted in "Capital reserve" in the financial statements of the Transferee Company and has been presented separately
(f) Comparative financial information in the financial statements of the Transferee Company has been restated for the accounting impact of merger, as stated above, as if the merger had occurred from the beginning of the comparative period.
The following section explains the judgements and estimates made in determining the fair values of the financial instruments that are recognised and measured at fair value through profit or loss. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial investments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.
Level 1 hierarchy includes financial instruments measured using quoted prices (unadjusted) in active market for identical assets that the entity can access at the measurement date. This represents mutual funds that have price quoted by the respective mutual fund houses and are valued using the closing Net asset value (NAV).
Level 2 hierarchy includes the fair value of financial instruments measured using quoted prices for identical or similar assets in markets that are not active.
Level 3 If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted compound instruments.
There are no transfers between any of these levels during the year. The Company''s policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.
Specific valuation techniques used to value financial instruments include:
- the use of quoted market prices or mutual fund houses quotes (NAV) for such instruments. This is included in Level 1.
- the fair value of the remaining financial instruments is determined using discounted cash flow analysis for which third party valuer is appointed. This is included in Level 3.
The carrying amounts of loans, trade receivables, cash and cash equivalents, other bank balances, other financial assets and trade payables are considered to be the same as their fair values, due to their short-term nature. The fair values for security deposits , Investment in preference shares & investment in debentures and borrowings are calculated based on cash flows discounted using a current lending rate, however the change in current rate does not have any significant impact on fair values as at the current period end.
For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.
The Company uses third party valuers to perform the valuations of the unquoted equity shares, preference shares and debentures required for financial reporting purposes for Level 3 purposes other than investment in compulsorily redeemable preference shares and debentures (Debt instruments) which are done by Finance department of the company.
The main Level 3 inputs for these unlisted securities are derived and evaluated as below.
⢠Discount rates are determined using a capital asset pricing model to calculate a pre-tax rate that reflects current market assessments of the time value of money and the risk specific to the asset.
⢠Earnings growth factor for unlisted equity securities are estimated based on market information for similar types of companies to the extent available.
The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The group uses its judgement to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting period. For details of the key assumptions used and the impact of changes to these assumptions see (c) and (e) above.
48. FINANCIAL RiSK AND CAPiTAL MANAGEMENT
A) Financial risk management framework
The Company''s board of directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The board has established the Risk Management Committee, which is responsible for developing and monitoring the Company''s risk management policies. The Committee holds regular meetings and report to board on its activities.
The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
The audit committee oversees how management monitors compliance with the Company''s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.
This note explains the sources of risk which the entity is exposed to and how the entity manages the risk.
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customers.
The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry and country in which customers operate.
A default on a financial asset is when the counterparty fails to make contractual payments within 90 days of when they fall due. This definition of default is determined by considering the business environment in which Company operates and other macro-economic factors.
Credit quality of a customer is assessed based on its credit worthiness and historical dealings with the Company, market intelligence & goodwill. Outstanding customer receivables are regularly monitored.
The Company has established an allowance for impairment that represents its expected credit losses in respect of trade and other receivables. The management uses a simplified approach for the purpose of computation of expected credit loss for trade receivables and 12-month expected credit loss for other receivables. An impairment analysis is performed at each reporting date on an individual basis for major parties. In addition, a large number of minor receivables are combined into homogenous categories and assessed for impairment collectively. The calculation is based on historical data of actual losses. The Company evaluates the concentration of risk with respect to trade receivables as low.
Credit risk on cash and cash equivalents and other deposits with banks is limited as the Company generally invest in deposits with banks with high credit ratings assigned by external credit rating agencies, accordingly the Company considers that the related credit risk is low. Impairment on these items are measured on the 12-month expected credit loss basis.
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.
The Company''s treasury maintains flexibility in funding by maintaining liquidity through investments in liquid funds and other committed credit lines. Management monitors rolling forecasts of the group''s liquidity position (comprising the undrawn borrowing facilities below) and cash and cash equivalents on the basis of expected cash flows.
Market risk is the risk arising from changes in market prices - such as foreign exchange rates and interest rates - will affect the Company''s income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables and long term debt. The Company is exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and the market value of the investments. Thus, the exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currency.
The Company is exposed to currency risk on account of foreign currency transactions including recognized assets and liabilities denominated in a currency that is not the Company''s functional currency (?), primarily in respect of US$, United Arab Emirates Dirham (AED), Saudi Riyal (SAR) and Bahraini Dinar (BHD). the Company ensures that the net exposure is kept to an acceptable level and is remain a net foreign exchange earner.
I nterest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.
The Company''s borrowings and deposits/loans are all at fixed rate and are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.
The Company''s exposure to securities price risk arises from investments held in mutual funds and classified in the balance sheet at fair value through profit or loss. To manage its price risk arising from such investments, the Company diversifies its portfolio. Further these are all debt base securities for which the exposure is primarily on account of interest rate risk. Quotes (NAV) of these investments are available from the mutual fund houses.
Profit for the year would increase/decrease as a result of gains/losses on these securities classified as at fair value through profit or loss.
The Company''s objectives when managing capital is to safeguard its ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders. The capital of the Company consist of equity capital and accumulated profits.
The Company avails borrowings only for buying vehicles.
49. CUSTOMER CONTRACT BALANCES
The Company is following Ind AS 115 on Revenue from Contracts with Customers, using the modified retrospective approach. The standard was applied retrospectively only to contracts that were not completed as at the date of initial application and comparative information was not restated in the statement of profit and loss. The adoption of the standard did not have any material impact on the recognition and measurement of revenue and related items in the financial statements/results. Revenue from sale of services is recognised over the period of time.
('' In million) |
||
Particulars |
March 31, 2022 |
March 31, 2021 |
Trade Receivable |
79.06 |
60.50 |
Contract Liabilities |
8,242.21 |
5,234.31 |
Trade receivables are non-interest bearing and are generally on terms of 30 to 90 days and are conditioned to be recovered purely on passage of time. Hence contract assets have been considered to be Nil.
Contract Liabilities includes Deferred Sales revenue and advance received from Customer
Other disclosure as specified under IndAS 115 are not required to be made as a matter of practical expedient , since the performance obligation is part of contract that has an original expected duration of one year or less.
Contract liabilities are primarily the deferred sales revenue against which amount has been received from customer but services are yet to be rendered on the reporting date either in full or in parts. Contract liabilities are recognized evenly over the subscription period, being performance obligation of the Company.
The Ministry of Corporate Affairs has notified Companies (Indian Accounting Standard) Amendment Rules 2022 dated March 23, 2022 to amend the following Ind AS which are effective from April 01,2022
The amendments specify that that the ''cost of fulfilling'' a contract comprises the ''costs that relate directly to the contract'' Costs that relate directly to a contract can either be incremental costs of fulfilling that contract (examples would be direct labour, materials) or an allocation of other costs that relate directly to fulfilling contracts. The amendment is essentially a clarification and the Company does not expect the amendment to have any significant impact in its financial statements.
The amendments specify that to qualify for recognition as part of applying the acquisition method, the identifiable assets acquired and liabilities assumed must meet the definitions of assets and liabilities in the Conceptual Framework for Financial Reporting under Indian Accounting Standards (Conceptual Framework) issued by the Institute of Chartered Accountants of India at the acquisition date. These changes do not significantly change the requirements of Ind AS 103. The Company does not expect the amendment to have any significant impact in its financial statements.
The amendments modified paragraph 17(e) of Ind AS 16 to clarify that excess of net sale proceeds of items produced over the cost of testing, if any, shall not be recognised in the profit or loss but deducted from the directly attributable costs considered as part of cost of an item of property, plant, and equipment. The amendments are not expected to have a material impact on the Company.
The amendment clarifies the fees that an entity includes when assessing whether the terms of a new or modified financial liability are substantially different from the terms of the original financial liability. These fees include only those paid or received between the borrower and the lender, including fees paid or received by either the borrower or lender on the other''s behalf. The amendments are not expected to have a material impact on the Company.
51. Previous year figures have been regrouped/ reclassified to bring it in conformity with presentation required by Schedule III of the Act.
Mar 31, 2021
a) Securities premium
Securities premium reserve is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.
Under the erstwhile Companies Act 1956, general reserve was created through an annual transfer of net income at a specified percentage in accordance with applicable regulations. The purpose of these transfers was to ensure that if a dividend distribution in a given year is more than 10% of the paid-up capital of the Company for that year, then the total dividend distribution is less than the total distributable results for that year. Consequent to introduction of Companies Act 2013, the requirement to mandatorily transfer a specified percentage of the net profit to general reserve has been withdrawn. However, the amount previously transferred to the general reserve can be utilised only in accordance with the specific requirements of Companies Act, 2013
Transactions related to investment in wholly owned subsidiaries made in debenture/preference share were made at face value.
All other transactions were made on normal commercial terms and conditions.
All outstanding balances are unsecured and are repayable in cash.
The remuneration to key managerial personnel does not include the provisions made for gratuity and leave benefits, as they are determined on an actuarial basis for the Company as a whole
The establishment of the Info Edge Limited Employee Option Plan(s) are approved by shareholders at annual general meeting. ESOP scheme 2015 was approved by shareholders through postal ballot on April 16, 2016. The employee stock option plan is designed to provide incentives to employees generally at and above the designation of managers to deliver long-term returns. Under the plan, participants are granted options which vest upon completion of three years of service from the grant date. Participation in the plan is at the board appointed committee''s discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits.
The Company has set up a trust to administer the ESOP scheme under which Stock Appreciation Rights (SAR) and Stock options (ESOP), with substantially similar types of share based payment arrangements, have been granted to employees. The scheme only provides for equity settled grants to employees
27. The Company has received various legal notices of claims/lawsuits filed against including suits relating to infringement of Intellectual Property Rights (IPR), Consumer suits, etc.in relation to the business activities carried on by it. The management based on internal assessment and legal opinion obtained, believes that no material liability is likely to arise on account of such claims/law suits.
28. The Company is primarily in the business of internet based service delivery operating in four service verticals through various web portals in respective verticals namely recruitment solutions comprising primarily naukri.com, other recruitment related portals and ancillary services related to recruitment, 99acres.com for real estate related services, Jeevansathi.com for matrimony related services and Shiksha.com for education related services.
186 INFO EDGE (INDIA) I IMITED ANNUAI REPORT 2 02 0-21
a) Domestic segment revenue includes sales and services to customers located in India and overseas segment (primarily in Gulf countries) revenue includes sales and services rendered to customers located outside India. Segment revenue is measured in the same way as in the Statement of Profit and loss.
b) Segment assets includes fixed assets, trade receivables, cash and bank balances (except dividend bank account), loans & advances and other current assets and are measured in the same way as in the financial statements. These assets are allocated based on the operations of the segment and the physical location of the assets. Unallocated assets include dividend bank accounts, investments, Interest accrued and Deferred Tax asset.
c) Segment liabilities includes borrowings, trade payable, other current liabilities, provisions and other financials liabilities. Segment liabilities are measured in the same way as in the financial statements. These liabilities are allocated based on the operations of the segment.
29. As at March 31, 2021 the Company had ''0.50 Mn (March 31, 2020: ''0.56 Mn ) outstanding with Yes Bank, ''0.05 Mn [March 31, 2020 ''0.05 Mn ) outstanding with ICICI Bank, ''0.14 Mn (March 31, 2020 ''0.09 Mn ) outstanding with HDFC Bank and ''0.08 Mn (March 31, 2020 ''0.08 Mn) outstanding with Indusind Bank as unclaimed dividend. These amounts are not available for use by the Company and will be credited to Investor Education & Protection Fund as and when due.
The Company has classified the various benefits provided to employees as under:
The Company has a defined contribution plan in respect of provident fund. The minimum amount of contribution to be made by the employer is set at a rate of 12% of wages, subject to ceiling of '' 1800 per month as defined under the Employees Provident Fund Scheme,1952. The contributions are made to registered provident fund administered by the Government. The obligation of the group is limited to the amount contributed and it has no further contractual nor any constructive obligation.
Contribution to Gratuity Funds - Life Insurance Corporation of India, Group Gratuity Scheme
The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The gratuity plan is a funded plan and the Company makes contribution to recognised funds in India.
Through its defined benefit plans, the group is exposed to a number of risks, the most significant of which are detailed below:
Asset volatility
The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform this yield, this will create a deficit. The gratuity fund is administered through Life Insurance Corporation of India (insurer) under its group gratuity scheme. Accordingly almost the entire plan asset investments is maintained by the insurer. These are subject to interest rate risk which is managed by the insurer.
Changes in bond yields
A decrease in bond yields will increase plan liabilities, although this will be partially offset by an increase in the value of the plans'' assets maintained by the insurer.
The gratuity fund is administered through Life Insurance Corporation(LIC) of India under its Group Gratuity Scheme.
(G) Defined benefit liability and employer contribution
The Company generally eliminates the deficit in the defined benefit gratuity plan with in next one year.
Expected contribution to the post employment benefit plan (Gratuity) for the year ending March 31, 2021 is '' 201.44 mn.
The weighted average duration of the defined benefit obligation is 9 years (March 31, 2020- 9 years).
32. During the year ended March 31, 2021, the Company has issued 200,000 nos. equity shares (March 31, 2020; 400,000 nos. equity shares each fully paid up ''10/- respectively) each fully paid up at ''10/- per share respectively to Info Edge Employees Stock Option Plan (ESOP) Trust, which have been duly listed in the respective Stock Exchanges, ranking pari passu with the existing equity shares of the Company. The ESOP trust has in turn issued 188,918 nos. equity shares and 258,558 nos. equity shares fully paid up to the employees during the year ended March 31, 2021 & March 31, 2020 respectively.
33. During the year ended March 31, 2015 , the Company had issued 10,135,135 nos. equity shares of ''10/- each fully paid up at ''740/- per share (including securities premium of ''730/- per share) to qualified institutional buyers on September 12, 2014 pursuant to Qualified Institutional Placement (QIP) document, dated September 10th, 2014, as per provisions of section 42 of Companies Act, 2013 read with rule 14 of the Companies (Prospectus and Allotment of Securities) Rules 2014, and Chapter VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 which have been listed in the respective Stock Exchanges on September 16, 2014.
36. There are numerous interpretative issues relating to the Supreme Court (SC) judgement on PF dated 28th February, 2019. As a matter of caution, the Company has made a provision on a prospective basis from the date of the SC order. The company will update its provision, on receiving further clarity on subject.
37. During the previous year ended March 31, 2020; Naukri Internet Services Limited (âNISLâ), wholly owned Subsidiary company, pursuant to its application to National Company Law Tribunal (NCLT) under section 66 of Companies Act, 2013 for extinguishing, cancelling and reduction of its 0.0001% compulsory redeemable preference shares (âCRPSâ) amounting to '' 340 crores invested by the company, has obtained the said approval; basis which NISL has reduced its capital and remitted '' 340 crore to the Company.
38. During the previous year ended March 31, 2020 the Company had acquired 100% share capital of Highorbit Careers Pvt. Ltd. for an aggregate consideration of '' 808.25 Mn represented by ''656.41 Mn & '' 151.84 Mn for Equity shares & compulsory convertible preference shares respectively.
39. During the previous year ended March 31, 2020 the Company had sold its entire investment in Applect Learning systems private Limited to Aakash Educational Services Limited for an aggregate consideration of '' 145.39 Mn represented by '' 94.07 Mn & '' 51.32 Mn for Equity shares & compulsory convertible debentures respectively.
40. During the previous year ended March 31, 2020, the Company has set up an Alternative Investment Fund (âAIFâ) named Info Edge Venture Fund (âIEVFâ), a trust Registered with Stock Exchange Board Of India (âSEBIâ) as Category II AIF, under the SEBI Alternative Investment Funds Regulations 2012. Company had entered into a contribution agreement with Investment Manager namely Smartweb Internet Services Limited, its wholly owned subsidiary company and with IEVF trustees namely M/s Beacon Trusteeship Ltd, a Third Party Independent SEBI registered Debenture Trustee and had invested '' 100 crores in IEVF
41. The Social Security 2020 (Code), which received the President Assent on September 28, 2020 subsumes nine laws relating to social security retirement and employee benefits, including the Employees Provident Fund and Miscellaneous Provisions Act, 1952 and Payment of Gratuity Act, 1972. The effective date of the Code is yet to be notified. The Company will assess and record the impact of the Code, if any, when it comes into effect.
42. Post Balance sheet date, Zomato Limited (formerly known as Zomato Private Limited and Zomato Media Private Limited), the joint venture company, has filed draft red herring prospectus with market regulator for initial public offer (âIPOâ) of its equity shares. The Board of Directors of the Company during their meeting on April 27, 2021, has, subject to statutory approvals, approved to participate in offer for sale (âOFSâ) as ''selling shareholder'' to sell such number of shares as would aggregate upto '' 7,500 Mn.
43. The Board of Directors in their meeting held on November 10, 2020 had approved the Scheme of Amalgamation between Info Edge (India) Limited (Transferee Company), and Highorbit Careers Private Limited (Transferor Company), the wholly owned subsidiary of the Transferee Company. Subsequently, the company obtained approval for the scheme from its shareholders and secured and unsecured creditors in their respective meetings held on April 12, 2021 as per directions by Hon''ble National Company Law Tribunal, New Delhi bench (âNCLTâ). The next hearing has been scheduled on July 8, 2021. The requisite accounting treatment and disclosure shall be made in due course in accordance with applicable IND AS.
Level 1 hierarchy includes financial instruments measured using quoted prices (unadjusted) in active market for identical assets that the entity can access at the measurement date. This represents mutual funds that have price quoted by the respective mutual fund houses and are valued using the closing Net asset value (NAV).
Level 2 hierarchy includes the fair value of financial instruments measured using quoted prices for identical or similar assets in markets that are not active. Level 3 If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted compound instruments.
There are no transfers between any of these levels during the year. The Company''s policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.
Specific valuation techniques used to value financial instruments include:
- the use of quoted market prices or mutual fund houses quotes (NAV) for such instruments. This is included in Level 1.
- the fair value of the remaining financial instruments is determined using discounted cash flow analysis for which third party valuer is appointed. This is included in Level 3.
The carrying amounts of loans, trade receivables, cash and cash equivalents, other bank balances, other financial assets and trade payables are considered to be the same as their fair values, due to their short-term nature. The fair values for security deposits , Investment in preference shares & investment in debentures and borrowings are calculated based on cash flows discounted using a current lending rate, however the change in current rate does not have any significant impact on fair values as at the current period end.
For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.
There is Nil balance in Level 3 items for the period ended March 31, 2021 and previous year ended March 31, 2020
(f) Valuation processes
The Company uses third party valuers to perform the valuations of the unquoted equity shares, preference shares and debentures required for financial reporting purposes for Level 3 purposes other than investment in compulsorily redeemable preference shares and debentures (Debt instruments) which are done by Finance department of the company.
The main Level 3 inputs for these unlisted securities are derived and evaluated as below.
⢠Discount rates are determined using a capital asset pricing model to calculate a pre-tax rate that reflects current market assessments of the time value of money and the risk specific to the asset.
⢠Earnings growth factor for unlisted equity securities are estimated based on market information for similar types of companies to the extent available. Significant estimates
The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The group uses its judgement to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting period. For details of the key assumptions used and the impact of changes to these assumptions see (c) and (f) above.
The Company''s board of directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The board has established the Risk Management Committee, which is responsible for developing and monitoring the Company''s risk management policies. The Committee holds regular meetings and report to board on its activities.
The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
The audit committee oversees how management monitors compliance with the Company''s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customers.
The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry and country in which customers operate. A default on a financial asset is when the counterparty fails to make contractual payments within 90 days of when they fall due. This definition of default is determined by considering the business environment in which Company operates and other macro-economic factors.
Credit quality of a customer is assessed based on its credit worthiness and historical dealings with the Company, market intelligence & goodwill. Outstanding customer receivables are regularly monitored.
The Company has established an allowance for impairment that represents its expected credit losses in respect of trade and other receivables. The management uses a simplified approach for the purpose of computation of expected credit loss for trade receivables and 12-month expected credit loss for other receivables. An impairment analysis is performed at each reporting date on an individual basis for major parties. In addition, a large number of minor receivables are combined into homogenous categories and assessed for impairment collectively. The calculation is based on historical data of actual losses.
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Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.
The Company''s treasury maintains flexibility in funding by maintaining liquidity through investments in liquid funds and other committed credit lines. Management monitors rolling forecasts of the group''s liquidity position (comprising the undrawn borrowing facilities below) and cash and cash equivalents on the basis of expected cash flows.
Market risk is the risk arising from changes in market prices - such as foreign exchange rates and interest rates - will affect the Company''s income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables and long term debt. The Company is exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and the market value of the investments. Thus, the exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currency.
The Company is exposed to currency risk on account of foreign currency transactions including recognized assets and liabilities denominated in a currency that is not the Company''s functional currency (''), primarily in respect of US$, United Arab Emirates Dirham (AED), Saudi Riyal (SAR) and Bahraini Dinar (BHD). the Company ensures that the net exposure is kept to an acceptable level and is remain a net foreign exchange earner.
Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.
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The Company''s exposure to securities price risk arises from investments held in mutual funds and classified in the balance sheet at fair value through profit or loss. To manage its price risk arising from such investments, the Company diversifies its portfolio. Further these are all debt base securities for which the exposure is primarily on account of interest rate risk. Quotes (NAV) of these investments are available from the mutual fund houses.
Profit for the year would increase/decrease as a result of gains/losses on these securities classified as at fair value through profit or loss.
50. The company has considered the possible effects that may result from COVID 19 on its business and the carrying amount of non-current investments. The outbreak of Coronavirus (COVID-19) pandemic globally is causing a slowdown of economic activity. In many countries, businesses are being forced to cease or limit their operations for long or indefinite period. Measures taken to contain the spread of the virus, including travel bans, quarantines, social distancing, and closures of non-essential services have triggered disruptions to businesses worldwide, resulting in an economic slowdown and uncertainties pertaining to future operations. In developing the assumptions relating to the possible future uncertainties in the global conditions because of the pandemic, the Company, as on date of approval of these financial statements has used various information, as available. The Company has performed sensitivity analysis on the assumptions used and based on current estimates, expects the carrying amount of these non-current investments do not require any further diminution from the value at which these are stated. The Company will continue to closely monitor any material change arising of future economic conditions and its impact on its business. The actual impact of COVID 19 on investments may differ from that estimated as at the date of approval of these financial statements.
For S.R. Batliboi & Associates LLP For and on behalf of the Board of Directors
ICAI Firm Registration Number: 101049W/E300004
Mar 31, 2019
1. Corporate Information
Info Edge (India) Ltd (the Company) is a public limited company domiciled and incorporated under the provisions of the Companies Act applicable in India. The registered office of the Company is located at GF-12A, 94 Meghdoot Building, Nehru Place, New Delhi - 110019 and principal place of business is in B-8, Sector-132, Noida-201 304. Its shares are listed on two stock exchanges of India. The Company is primarily engaged in providing online & offline services primarily through its online portal Naukri.com, Jeevansathi.com, 99 acres.com, shiksha.com & offline portal Quadrangle.com.
The financial statements are approved for issue by the Companyâs Board of Directors on May 28, 2019.
During the year ended March 31, 2019 , the Company has issued 350,000 (March 31, 2018: 350,000 & 200,000 ) equity shares of Rs.10/- each fully paid up at Rs.10/-per share (March 31, 2018 : Rs.100/- & â10/- per share) respectively to the Info Edge Employees Stock Option Plan Trust which have been listed in the respective Stock Exchanges , ranking pari passu with the existing equity shares of the Company.
b. Terms/Rights attached to equity shares
The Company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company in proportion to their shareholding.
c. Dividends
The Board of Directors in its meeting held on May 30, 2018 proposed a final dividend of Rs. 1.5 per equity share and the same was approved by the shareholders at the Annual General Meeting held on July 24, 2018. The amount was recognised as distribution to equity shareholders during the quarter ended September 30, 2018.
The Board of Directors declared an Interim Dividend of Rs. 2.5 & Rs. 1.5 per equity share on October 31, 2018 & January 29, 2019 respectively and the same was paid on November 19, 2018 & February 14, 2019.
The Board of Directors in its meeting held on May 28, 2019 has recommended a final dividend of Rs. 2 per equity share subject to approval of the shareholders in the ensuing Annual General Meeting.
Nature and purpose of reserves
a) Securities premium
Securities premium reserve is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.
b) General reserve
Under the erstwhile Companies Act 1956, general reserve was created through an annual transfer of net income at a specified percentage in accordance with applicable regulations. The purpose of these transfers was to ensure that if a dividend distribution in a given year is more than 10% of the paid-up capital of the Company for that year, then the total dividend distribution is less than the total distributable results for that year. Consequent to introduction of Companies Act 2013, the requirement to mandatorily transfer a specified percentage of the net profit to general reserve has been withdrawn. However, the amount previously transferred to the general reserve can be utilised only in accordance with the specific requirements of Companies Act, 2013
c) Stock options outstanding account
The stock options based payment reserve is used to recognise the grant date fair value of options issued to employees under Employee stock option plan.
a. Term loans from banks are secured by hypothecation of vehicles taken on lease.
b. Term loans carry interest rates ranging from 8% to 13%. The loan is repayable along with interest within 3 years from the date of loan.
c. Outstanding installments for such term loans ranges from 1-30 installments.
Rental expense relating to operating lease:
The Company has entered into lease transactions mainly for leasing of office premises & Company provided leased accommodation to employees for periods between 11 months to 11 years. The operating lease payments, which are minimum lease payments, recognised in the Statement of Profit and Loss amount to Rs.232.27 Mn (previous year Rs.233.96 Mn )[included in Note 20 - Administration and other expenses].
A) Information concerning the classification of securities options
Options granted to employees under the Info edge Employee stock option plan are considered to be potential equity shares. They have been included in the determination of diluted earnings per share to the extent to which they are dilutive. The options have not been included in the determination of basic earnings per share.
2 (1) Related Party Disclosures for the year ended March 31, 2019:
(A) Subsidiaries
Jeevansathi Internet Services Private Limited ( JISPL)
Naukri Internet Services Limited (NISL)
Allcheckdeals India Private Limited (ACDIPL)
Applect Learning Systems Private Limited (ALSPL)
Canvera Digital Technologies Private Limited (CDTPL)(Subsidiary of SIHL) (till August 22, 2018)
Interactive Visual Solutions Private Limited (IVSPL) (Subsidiary of ACDIPL)
Startup Investments (Holding) Limited (SIHL)
Smartweb Internet Services Limited (SWISL)
Startup Internet Services Limited (SISL)
Newinc Internet Services Private Limited (NEWINC)(Subsidiary of ACDIPL)
Diphda Internet Services Limited (DISL) (w.e.f June 13, 2018)
(B) Terms & conditions
Transactions related to investment in wholly owned subsidiaries made in debenture/preference share were made at face value.
All other transactions were made on normal commercial terms and conditions.
All outstanding balances are unsecured and are repayable in cash.
The remuneration to key managerial personnel does not include the provisions made for gratuity and leave benefits, as they are determined on an actuarial basis for the Company as a whole.
3(1) Related Party Disclosures for the year ended March 31, 2018:
(A) Subsidiaries
Jeevansathi Internet Services Private Limited ( JISPL)
Naukri Internet Services Limited (NISL)
Allcheckdeals India Private Limited (ACDIPL)
Applect Learning Systems Private Limited (ALSPL)
Canvera Digital Technologies Private Limited (CDTPL)(Subsidiary of SIHL)
Interactive Visual Solutions Private Limited (IVSPL) (Subsidiary of ACDIPL)
Startup Investments (Holding) Limited (SIHL)
Smartweb Internet Services Limited (SWISL)
Startup Internet Services Limited (SISL)
Newinc Internet Services Private Limited (NEWINC)(Subsidiary of ACDIPL)
(C) Terms & conditions
Transactions related to investment in wholly owned subsidiaries made in debenture/preference share were made at face value.
All other transactions were made on normal commercial terms and conditions.
All outstanding balances are unsecured and are repayable in cash.
The remuneration to key managerial personnel does not include the provisions made for gratuity and leave benefits, as they are determined on an actuarial basis for the Company as a whole.
4. Share Based Payments
The establishment of the Info Edge Limited Employee Option Plan(s) are approved by shareholders at annual general meeting. ESOP scheme 2015 was approved by shareholders through postal ballot on April 16, 2016. The employee stock option plan is designed to provide incentives to employees generally at and above the designation of managers to deliver long-term returns. Under the plan, participants are granted options which vest upon completion of three years of service from the grant date. Participation in the plan is at the board appointed committeeâs discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits.
The Company has set up a trust to administer the ESOP scheme under which Stock Appreciation Rights (SAR) and Stock options (ESOP), with substantially similar types of share based payment arrangements, have been granted to employees. The scheme only provides for equity settled grants to employees whereby the employees can purchase equity shares by exercising SAR/options as vested at the exercise price specified in the grant, there is no option of cash settlement. The SAR/options granted till March 31, 2019 have a vesting period of maximum 3 years from the date of grant.
5. The Company has received various legal notices of claims/lawsuits filed against including suits relating to infringement of Intellectual Property Rights (IPR), Consumer suits, etc.in relation to the business activities carried on by it. The management based on internal assessment and legal opinion obtained, believes that no material liability is likely to arise on account of such claims/law suits.
6. The Company is primarily in the business of internet based service delivery operating in four service verticals through various web portals in respective verticals namely recruitment solutions comprising primarily naukri.com, other recruitment related portals and ancillary services related to recruitment, 99acres.com for real estate related services, Jeevansathi.com for matrimony related services and Shiksha.com for education related services.
The Managing Director & Chief Executive Officer of the Company examines the Companyâs performance both from a business & geographical prospective and has identified as reportable segment of its business which are âRecruitment Solutionsâ and â99acresâ ; the âOther segmentsâ comprises primarily Jeevansathi & Shiksha verticals are not considered as reportable operating segment since they individually do not meet qualifying criteria for the reportable segment as per Ind AS 108.
Notes :-
a) Domestic segment revenue includes sales and services to customers located in India and overseas segment (primarily in Gulf countries) revenue includes sales and services rendered to customers located outside India. Segment revenue is measured in the same way as in the Statement of Profit and loss.
b) Segment assets includes fixed assets, trade receivables, cash and bank balances (except dividend bank account), loans & advances and other current assets and are measured in the same way as in the financial statements. These assets are allocated based on the operations of the segment and the physical location of the assets. Unallocated assets include dividend bank accounts, investments, Interest accrued and Deferred Tax asset.
c) Segment liabilities includes borrowings, trade payable, other current liabilities, provisions and other financials liabilities. Segment liabilities are measured in the same way as in the financial statements. These liabilities are allocated based on the operations of the segment.
7. As at March 31, 2019 the Company had Rs.0.58 Mn (March 31, 2018: Rs.0.22 Mn) outstanding with Yes Bank, Rs.0.05 Mn (March 31, 2018 Rs.0.04 Mn) outstanding with ICICI Bank and Rs.0.09 Mn (March 31, 2018 Rs.0.00* Mn) outstanding with Indusind Bank as unclaimed dividend. These amounts are not available for use by the Company and will be credited to Investor Education & Protection Fund as and when due.
*below rounding of norms.
8. Employee Benefits
The Company has classified the various benefits provided to employees as under:
A. Defined Contribution Plans
The Company has a defined contribution plan in respect of provident fund. Contributions are made to provident fund in India for employees at the rate of 12% of basic salary as per regulations. The contributions are made to registered provident fund administered by the Government. The obligation of the group is limited to the amount contributed and it has no further contractual nor any constructive obligation.
B. Other Long term benefits
Leave obligations:
The leave obligations cover the Companyâs liability for earned leave.
The amount of the provision for Rs.54.25 Mn (March 31, 2018 - Rs.45.04) is presented as current, since the Company does not have an unconditional right to defer settlement for any of these obligations. However, based on past experience, the Company does not expect all employees to take the full amount of accrued leave or require payment with in the next twelve months.
The estimates of future salary increases considered in the actuarial valuation takes into account factors like inflation, seniority, promotions and other relevant factors.
C. Defined Benefit Plans
Contribution to Gratuity Funds - Life Insurance Corporation of India, Group Gratuity Scheme
The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The gratuity plan is a funded plan and the Company makes contribution to recognised funds in India.
The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined obligation calculated with the projected unit credit method at the end of reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior year.
(D) Risk exposure
Through its defined benefit plans, the group is exposed to a number of risks, the most significant of which are detailed below:
Asset volatility
The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform this yield, this will create a deficit. The gratuity fund is administered through Life Insurance Corporation of India (insurer) under its group gratuity scheme. Accordingly almost the entire plan asset investments is maintained by the insurer. These are subject to interest rate risk which is managed by the insurer.
Changes in bond yields
A decrease in bond yields will increase plan liabilities, although this will be partially offset by an increase in the value of the plansâ assets maintained by the insurer.
The gratuity fund is administered through Life Insurance Corporation(LIC) of India under its Group Gratuity Scheme.
(E) Defined benefit liability and employer contribution
The Company generally eliminates the deficit in the defined benefit gratuity plan with in next one year.
Expected contribution to the post employment benefit plan (Gratuity) for the year ending March 31, 2019 are Rs. 52.75 mn.
The weighted average duration of the defined benefit obligation is 8 years (March 31, 2018- 7.63 years).
9. The Company has made long term strategic investments in certain subsidiaries/associate companies {refer Note 4(a)}, which are in their initial/developing stage of operation and would generate growth and returns over a period of time. These subsidiaries/associates have incurred significant expenses for building the brand and market share which have added to the losses of these entities, thereby resulting in erosion of their net worth as at March 31, 2019. Based on the potential of the business model of these entities to generate profits, coupled with recent third party valuations, management is of the opinion that considering the nature of the industry and the stage of operations of these entities there is no diminution in carrying value of the investments as compared to their current net worth and therefore no provision, other than those already made, is required at this stage.
10. During the year ended March 31, 2019, the Company has issued 350,000 nos. equity shares (March 31, 2018; 350,000 & 200,000 nos. equity shares each fully paid up Rs.100/- & â10/- respectively) each fully paid up at Rs.10/- per share respectively to Info Edge Employees Stock Option Plan (ESOP) Trust, which have been duly listed in the respective Stock Exchanges, ranking pari passu with the existing equity shares of the Company. The ESOP trust has in turn issued 418,845 nos. equity shares and 507,516 nos. equity shares fully paid up to the employees during the year ended March 31, 2019 & March 31, 2018 respectively.
11. During the year ended March 31, 2015 , the Company had issued 10,135,135 nos. equity shares of Rs.10/- each fully paid up at Rs.740/- per share (including securities premium of Rs.730/- per share) to qualified institutional buyers on September 12, 2014 pursuant to Qualified Institutional Placement (QIP) document, dated September 10th, 2014, as per provisions of section 42 of Companies Act, 2013 read with rule 14 of the Companies (Prospectus and Allotment of Securities) Rules 2014, and Chapter VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 which have been listed in the respective Stock Exchanges on September 16, 2014.
Expenses incurred in relation to QIP amounting to Rs.155.65 Mn had been adjusted from Securities Premium Account during the year ended March 31, 2015.The utilisation out of such net amount of Rs.7,344.35 Mn till March 31, 2019 is given below. The balance amount of QIP proceeds remains invested in Mutual Funds (Debt) & Term Deposits with banks.
12. During the year ended March 31, 2019 diminution in the carrying value of investment in respect of Startup Investments (Holding) Ltd amounting to Rs.391.75 Mn, Smartweb Internet Services Ltd Rs.56.12 Mn (previous year ended March 31, 2018 for Startup Investments (Holding) Ltd amounting to Rs.702.17 Mn, Naukri Internet Services Ltd. amounting to Rs.203.78 Mn and Startup Internet Services Ltd amounting to Rs. 7.42 Mn) [represented by Investments in equity shares] and reversal of diminution in the carrying value of investment in respect of Naukri Internet Services Ltd. amounting to Rs. 113.79 Mn is made.
13. Contingent Liability :
There are numerous interpretative issues relating to the Supreme Court (SC) judgement on PF dated 28th February, 2019. As a matter of caution, the Company has made a provision on a prospective basis from the date of the SC order. The company will update its provision, on receiving further clarity on the subject.
14. As per Section 135 of the Companies Act, 2013 (âActâ), a Corporate Social Responsibility (CSR) committee had been formed by the Company in previous year. The main areas for CSR activities, as per the CSR policy of the Company are promoting education, training to promote sports and contribution to appropriate funds set up by the Central Government, further the CSR Committee may consider other CSR activities subject to the condition that such activities relate to the subjects enumerated in Schedule VII of the Act.
15. Income Tax Expenses
This note provides an analysis of the Companyâs income tax expense, show amounts that are recognised directly in equity and how the tax expense is affected by non-assessable and non-deductible items. It also explains significant estimates in relation to the Companyâs tax position.
Fair value hierarchy
The following section explains the judgements and estimates made in determining the fair values of the financial instruments that are recognised and measured at fair value through profit or loss. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial investments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.
Notes:
Level 1 hierarchy includes financial instruments measured using quoted prices (unadjusted) in active market for identical assets that the entity can access at the measurement date. This represents mutual funds that have price quoted by the respective mutual fund houses and are valued using the closing Net asset value (NAV).
Level 2 hierarchy includes the fair value of financial instruments measured using quoted prices for identical or similar assets in markets that are not active. Level 3 If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted compound instruments.
There are no transfers between any of these levels during the period/year. The Companyâs policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.
c) Valuation techniques used to determine fair value
Specific valuation techniques used to value financial instruments include:
- the use of quoted market prices or mutual fund houses quotes (NAV) for such instruments. This is included in Level 1.
- the fair value of the remaining financial instruments is determined using discounted cash flow analysis for which third party valuer is appointed. This is included in Level 3.
d) Fair value of financial assets and liabilities measured at amortised cost
The carrying amounts of loans, trade receivables, cash and cash equivalents, other bank balances, other financial assets and trade payables are considered to be the same as their fair values, due to their short-term nature. The fair values for security deposits, investment in preference shares & investment in debentures and borrowings are calculated based on cash flows discounted using a current lending rate, however the change in current rate does not have any significant impact on fair values as at the current period end. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs, including counter party credit risk.
For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.
(e) Fair value measurements using significant unobservable inputs (level 3)
There is Nil balance in Level 3 items for the year ended March 31, 2019 and previous year ended March 31, 2018
(f) Valuation processes
The Company uses third party valuers to perform the valuations of the unquoted equity shares, preference shares and debentures required for financial reporting purposes for Level 3 purposes other than investment in compulsorily redeemable preference shares and debentures (Debt instruments) which are done by Finance department of the Company.
The main Level 3 inputs for these unlisted securities are derived and evaluated as below.
- Discount rates are determined using a capital asset pricing model to calculate a pre-tax rate that reflects current market assessments of the time value of money and the risk specific to the asset.
- Earnings growth factor for unlisted equity securities are estimated based on market information for similar types of companies to the extent available. Significant estimates
The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The group uses its judgement to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting period. For details of the key assumptions used and the impact of changes to these assumptions see (c) and (f) above.
16. Financial risk and Capital management
A) Financial risk management framework
The Companyâs board of directors has overall responsibility for the establishment and oversight of the Companyâs risk management framework. The board has established the Risk Management Committee, which is responsible for developing and monitoring the Companyâs risk management policies. The Committee holds regular meetings and report to board on its activities.
The Companyâs risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Companyâs activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
The audit committee oversees how management monitors compliance with the Companyâs risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.
a) Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Companyâs receivables from customers.
Trade and other receivables
The Companyâs exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry and country in which customers operate. A default on a financial asset is when the counterparty fails to make contractual payments within 90 days of when they fall due. This definition of default is determined by considering the business environment in which Company operates and other macro-economic factors.
Credit quality of a customer is assessed based on its credit worthiness and historical dealings with the Company, market intelligence & goodwill. Outstanding customer receivables are regularly monitored.
The Company has established an allowance for impairment that represents its expected credit losses in respect of trade and other receivables. The management uses a simplified approach for the purpose of computation of expected credit loss for trade receivables and 12-month expected credit loss for other receivables. An impairment analysis is performed at each reporting date on an individual basis for major parties. In addition, a large number of minor receivables are combined into homogenous categories and assessed for impairment collectively. The calculation is based on historical data of actual losses. The Company evaluates the concentration of risk with respect to trade receivables as low.
Cash and cash equivalents
Credit risk on cash and cash equivalents and other deposits with banks is limited as the Company generally invest in deposits with banks with high credit ratings assigned by external credit rating agencies, accordingly the Company considers that the related credit risk is low. Impairment on these items are measured on the 12-month expected credit loss basis.
b) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Companyâs approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Companyâs reputation.
The Companyâs treasury maintains flexibility in funding by maintaining liquidity through investments in liquid funds and other committed credit lines. Management monitors rolling forecasts of the groupâs liquidity position (comprising the undrawn borrowing facilities below) and cash and cash equivalents on the basis of expected cash flows.
(ii) Maturities of financial liabilities
The amount disclosed in the above table represent the contractual undiscounted cash flows. Balances equal their carrying balances as the impact of discounting is not significant.
(c) Market risk
Market risk is the risk arising from changes in market prices - such as foreign exchange rates and interest rates - will affect the Companyâs income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables and long term debt. The Company is exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and the market value of the investments. Thus, the exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currency.
(i) Currency risk
The Company is exposed to currency risk on account of foreign currency transactions including recognized assets and liabilities denominated in a currency that is not the Companyâs functional currency (â), primarily in respect of US$, United Arab Emirates Dirham (AED), Saudi Riyal (SAR) and Bahraini Dinar (BHD). The Company ensures that the net exposure is kept to an acceptable level and is remain a net foreign exchange earner.
Sensitivity analysis
Any change with respect to strengthening (weakening) of the Indian Rupee against various currencies as at March 31, 2019 & March 31, 2018 would have affected the measurement of financial instruments denominated in respective currencies and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates.
(ii) Interest rate risk
Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.
Exposure to interest rate risk
The Companyâs borrowings and deposits/loans are all at fixed rate and are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.
(iii) Price risk Exposure
The Companyâs exposure to securities price risk arises from investments held in mutual funds and classified in the balance sheet at fair value through profit or loss. To manage its price risk arising from such investments, the Company diversifies its portfolio. Further these are all debt base securities for which the exposure is primarily on account of interest rate risk. Quotes (NAV) of these investments are available from the mutual fund houses.
Profit for the year would increase/decrease as a result of gains/losses on these securities classified as at fair value through profit or loss.
B) Capital management
a) Risk management
The Companyâs objectives when managing capital is to safeguard its ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders. The capital of the Company consist of equity capital and accumulated profits.
17. Customer contract balances
The Company has adopted Ind AS 115 on Revenue from Contracts with Customers, using the modified retrospective approach. The standard is applied retrospectively only to contracts that are not completed as at the date of initial application and comparative information is not restated in the statement of profit and loss. The adoption of the standard did not have any material impact on the recognition and measurement of revenue and related items in the financial statements/results.
Trade receivables are non-interest bearing and are generally on terms of 30 to 90 days and are conditioned to be recovered purely on passage of time. Hence contract assets have been considered to be Nil.
Contract Liabilities includes Deferred Sales revenue and advance received from Customer
Other disclosure as specified under IndAS 115 are not required to be made as a matter of practical expedient , since the performance obligation is part of contract that has an original expected duration of one year or less.
Contract liabilities are primarily the deferred sales revenue against which amount has been received from customer but services are yet to be rendered on the reporting date either in full or in parts. Contract liabilities are recognized evenly over the subscription period, being performance obligation of the Company.
18. Standards/ammendments issued but not yet effective
A) New standard issued
The Ministry of Corporate Affairs on 30 March 2019 notified the new leasing standard, viz., Ind AS 116 Leases. Ind AS 116 is applicable for the financial year beginning on or after 1 April 2019 for all Ind AS companies. It replaces virtually all the existing leasing requirements under Ind AS 17 Leases.
The new standard will require lessees to recognize most leases on their balance sheets. Lessees will use a single accounting model for all leases, with limited exemptions. Foreign currency leases will increase P&L volatility due to a restatement of foreign currency liability.
An entity has an option to adopt Ind AS 116 using either the full retrospective method or the modified retrospective method. An entity that elects the modified retrospective method would apply Ind AS 116 retrospectively to only the current period by recognising the cumulative effect of initially applying Ind AS 116 as an adjustment to the opening balance of retained earnings (or other components of equity) at the date of initial application. Under the modified retrospective method, Ind AS 116 would be applied either to all contracts at the date of initial application or only to contracts that are not completed at this date. An entity would need to disclose how it applied the modified retrospective method.
The Company is in process to evaluate the impact of the new standard on financial statements
B) On March 30, 2019, the Ministry of Corporate Affairs (MCA) notified certain amendments to Indian Accounting Standards (Ind AS)
(i) Appendix C to Ind AS 12 Uncertainty over Income Tax Treatment
The Interpretation addresses the accounting for income taxes when tax treatments involve uncertainty that affects the application of Ind AS 12 and does not apply to taxes or levies outside the scope of Ind AS 12, nor does it specifically include requirements relating to interest and penalties associated with uncertain tax treatments. The Interpretation specifically addresses the following:
- Whether an entity considers uncertain tax treatments separately
- The assumptions an entity makes about the examination of tax treatments by taxation authorities
- How an entity determines taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates
- How an entity considers changes in facts and circumstances
An entity has to determine whether to consider each uncertain tax treatment separately or together with one or more other uncertain tax treatments. The approach that better predicts the resolution of the uncertainty should be followed. In determining the approach that better predicts the resolution of the uncertainty, an entity might consider, for example, (a) how it prepares its income tax filings and supports tax treatments; or
(b) how the entity expects the taxation authority to make its examination and resolve issues that might arise from that examination.
The interpretation is effective for annual reporting periods beginning on or after 1 April 2019, but certain transition reliefs are available. The Company will apply the interpretation from its effective date.In addition, the Company may need to establish processes and procedures to obtain information that is necessary to apply the Interpretation on a timely basis.
(ii) Amendments to Ind AS 19: Plan Amendment, Curtailment or Settlement
The amendments to Ind AS 19 address the accounting when a plan amendment, curtailment or settlement occurs during a reporting period. The amendments specify that when a plan amendment, curtailment or settlement occurs during the annual reporting period, an entity is required to:
- Determine current service cost for the remainder of the period after the plan amendment, curtailment or settlement, using the actuarial assumptions used to remeasure the net defined benefit liability (asset) reflecting the benefits offered under the plan and the plan assets after that event.
- Determine net interest for the remainder of the period after the plan amendment, curtailment or settlement using: the net defined benefit liability (asset) reflecting the benefits offered under the plan and the plan assets after that event; and the discount rate used to remeasure that net defined benefit liability (asset).
The amendments also clarify that an entity first determines any past service cost, or a gain or loss on settlement, without considering the effect of the asset ceiling. This amount is recognised in profit or loss.
An entity then determines the effect of the asset ceiling after the plan amendment, curtailment or settlement. Any change in that effect, excluding amounts included in the net interest, is recognised in other comprehensive income.
The amendments apply to plan amendments, curtailments, or settlements occurring on or after the beginning of the first annual reporting period that begins on or after 1 April 2019. These amendments will apply only to any future plan amendments, curtailments, or settlements of the Company.
Mar 31, 2018
B) Information concerning the classification of securities Options
Options granted to employees under the Info edge Employee stock option plan are considered to be potential equity shares. They have been included in the determination of diluted earnings per share to the extent to which they are dilutive. The options have not been included in the determination of basic earnings per share.
25 (1). Related Party Disclosures for the year ended March 31, 2018:
(A). Subsidiaries
Jeevansathi Internet Services Private Limited ( JISPL)
Naukri Internet Services Limited (NISL)
Allcheckdeals India Private Limited (ACDIPL)
Applect Learning Systems Private Limited (ALSPL)
Canvera Digital Technologies Private Limited (CDTPL)(Subsidiary of SIHL)
Interactive Visual Solutions Private Limited (IVSPL) (Subsidiary of ACDIPL)
Startup Investments (Holding) Limited (SIHL)
Smartweb Internet Services Limited (SWISL)
Startup Internet Services Limited (SISL)
Newinc Internet Services Private Limited (NEWINC)(Subsidiary of ACDIPL)
25 (2) Related Party Disclosures for the year ended March 31, 2017:
(A). Subsidiaries
Jeevansathi Internet Services Private Limited ( JISPL)
Naukri Internet Services Limited (NISL)
Allcheckdeals India Private Limited (ACDIPL)
Applect Learning Systems Private Limited (ALSPL)
Canvera Digital Technologies Private Limited (CDTPL) (w.e.f. 29.08.2016) (Subsidiary of SIHL) Interactive Visual Solutions Private Limited (IVSPL) (Subsidiary of ACDIPL)
Startup Investments (Holding) Limited (SIHL)
Smartweb Internet Services Limited (SWISL)
Startup Internet Services Limited (SISL)
Newinc Internet Services Private Limited (NEWINC) (w.e.f. 05.01.2017) (Subsidiary of ACDIPL) Info Edge (India) Mauritius Limited (IEIML) (Liquidated on 04.06.16)
(E). Terms & conditions
The loans to wholly owned subsidiaries are generally repayable on demand, at interest rate based on zero coupon bond rates which generally ranges from 6% to 7% and loan given to other subsidiaries/associates are generally for 1 year and repayable at the end of tenure at interest rate of 8% p.a.
Transactions related to sale of shares and investment property were made at carrying value and cost respectively.
Transactions related to investment in wholly owned subsidiaries made in debenture/preference share were made at face value.
All other transactions were made on normal commercial terms and conditions.
All outstanding balances are unsecured and are repayable in cash.
26. Share Based Payments
The establishment of the Info Edge Limited Employee Option Plan(s) are approved by shareholders at annual general meeting. ESOP scheme 2015 was approved by shareholders through postal ballot on April 16, 2016. The employee stock option plan is designed to provide incentives to employees generally at and above the designation of managers to deliver long-term returns. Under the plan, participants are granted options which vest upon completion of three years of service from the grant date. Participation in the plan is at the board appointed committeeâs discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits.
The Company has set up a trust to administer the ESOP scheme under which Stock Appreciation Rights (SAR) and Stock options (ESOP), with substantially similar types of share based payment arrangements, have been granted to employees. The scheme only provides for equity settled grants to employees whereby the employees can purchase equity shares by exercising SAR/options as vested at the exercise price specified in the grant, there is no option of cash settlement. The SAR/options granted till March 31, 2018 have a vesting period of maximum 3 years from the date of grant.
Fair value of SAR/options granted
The fair value at grant date is determined using the Black Scholes Model which takes into account the exercise price, term of option, the share price at grant date, and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of option.
Model inputs for Options/SAR granted during the year are as follows:-
Options are granted for no consideration and vest upon completion of service for a period of two years. Vested options are exercisable for a period of two years after vesting.
27. The Company has received various legal notices of claims/lawsuits filed against including suits relating to infringement of Intellectual Property Rights (IPR), Consumer suits, etc.in relation to the business activities carried on by it. The management based on internal assessment and legal opinion obtained, believes that no material liability is likely to arise on account of such claims/law suits.
28. The Company is primarily in the business of internet based service delivery operating in four service verticals through various web portals in respective verticals namely recruitment solutions comprising primarily naukri.com, other recruitment related portals and ancillary services related to recruitment, 99acres.com for real estate related services, Jeevansathi.com for matrimony related services and Shiksha.com for education related services.
The Managing Director & Chief Operating Officer of the Company examines the Companyâs performance both from a business & geographical prospective and has identified as reportable segment of its business which are âRecruitment Solutionsâ and â99acresâ ; the âOther segmentsâ comprises primarily Jeevansathi & Shiksha verticals are not considered as reportable operating segment since they individually do not meet qualifying criteria for the reportable segment as per Ind AS 108.
During the year ended March 31, 2018 the company has, while enhancing the accuracy levels in segment results, revised its basis of expense allocation for âShare based compensation costâ from allocation based on segment average head count to actual segment employee wise basis. As a result the inter-se segment results split between the segments have been restated for the following corresponding period(s) along with change impact. The segment results for âRecruitment solutionsâ, â99 acresâ and âOthersâ segment have increased by by Rs, 0.17 Mn, Rs, 4.91 Mn & Rs, 3.04 Mn respectively for the quarter ended March 31, 2017 and by Rs, 0.51 Mn , Rs, 22.70 Mn & Rs, 10.38 Mn respectively for the year ended March 31, 2017 with a corresponding change in unallocated cost in each of the mentioned periods/year end. There is no change in the total segment result for any these periods/year end but only in the inter-se split between the three segments.
Notes
a) Domestic segment revenue includes sales and services to customers located in India and overseas segment (primarily in Gulf countries) revenue includes sales and services rendered to customers located outside India. Segment revenue is measured in the same way as in the Statement of Profit and loss.
b) Segment assets includes fixed assets, trade receivables, cash and bank balances (except dividend bank account), loans & advances and other current assets and are measured in the same way as in the financial statements. These assets are allocated based on the operations of the segment and the physical location of the assets. Unallocated assets include dividend bank accounts, investments, Interest accrued and Deferred Tax asset.
c) Segment liabilities includes borrowings, trade payable, other current liabilities, provisions and other financials liabilities. Segment liabilities are measured in the same way as in the financial statements. These liabilities are allocated based on the operations of the segment.
29. As at March 31, 2018 the Company had Rs,0.01 Mn (March 31, 2017: Rs,0.02 Mn ) outstanding with Kotak Mahindra Bank, Rs,0.21 Mn (March 31, 2017: Rs,0.21 Mn) outstanding with Yes Bank, Rs,0.04 Mn (March 31, 2017 Rs,0.04 Mn ) outstanding with ICICI Bank and Rs,0.00* Mn (March 31, 2017 Rs,0.11 Mn) outstanding with Indusind Bank as unclaimed dividend. These amounts are not available for use by the Company and will be credited to Investor Education & Protection Fund as and when due.
*below rounding of norms
30. Employee Benefits
The Company has classified the various benefits provided to employees as under:
A. Defined Contribution Plans
The Company has a defined contribution plan in respect of provident fund. Contributions are made to provident fund in India for employees at the rate of 12% of basic salary as per regulations. The contributions are made to registered provident fund administered by the Government. The obligation of the group is limited to the amount contributed and it has no further contractual nor any constructive obligation.
During the year, the Company has recognized the following amounts towards define contribution plan in the Statement of Profit and Loss -
B. Other Long term benefits
Leave obligations:
The leave obligations cover the Companyâs liability for earned leave.
The amount of the provision for Rs,45.04 Mn (March 31, 2017 - Rs,41.35) is presented as current, since the Company does not have an unconditional right to defer settlement for any of these obligations. However, based on past experience, the Company does not expect all employees to take the full amount of accrued leave or require payment with in the next twelve months.
The estimates of future salary increases considered in the actuarial valuation takes into account factors like inflation, seniority, promotions and other relevant factors.
C. Defined Benefit Plans
Contribution to Gratuity Funds - Life Insurance Corporation of India, Group Gratuity Scheme.
The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a
The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined obligation calculated with the projected unit credit method at the end of reporting period) has been applied as when calculating the defined benefit liability recognized in the balance sheet.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior year.
(F) Risk exposure
Through its defined benefit plans, the group is exposed to a number of risks, the most significant of which are detailed below:
Asset volatility
The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform this yield, this will create a deficit. The gratuity fund is administered through Life Insurance Corporation of India (insurer) under its group gratuity scheme. Accordingly almost the entire plan asset investments is maintained by the insurer. These are subject to interest rate risk which is managed by the insurer.
Changes in bond yields
A decrease in bond yields will increase plan liabilities, although this will be partially offset by an increase in the value of the plansâ assets maintained by the insurer.
The gratuity fund is administered through Life Insurance Corporation(LIC) of India under its Group Gratuity Scheme.
(G) Defined benefit liability and employer contribution
The Company generally eliminates the deficit in the defined benefit gratuity plan with in next one year.
Expected contribution to the post employment benefit plan (Gratuity) for the year ending March 31, 2019 are Rs,40 mn.
The weighted average duration of the defined benefit obligation is 7.63 years (March 31, 2017- 10.85 years).
31. The Company has made long term strategic investments in certain subsidiaries/associate companies {refer Note 4(a)}, which are in their initial/developing stage of operation and would generate growth and returns over a period of time. These subsidiaries/associates have incurred significant expenses for building the brand and market share which have added to the losses of these entities, thereby resulting in erosion of their net worth as at March 31, 2017. Based on the potential of the business model of these entities to generate profits, coupled with recent third party valuations, management is of the opinion that considering the nature of the industry and the stage of operations of these entities there is no diminution in carrying value of the investments as compared to their current net worth and therefore no provision, other than those already made, is required at this stage.
33. During the year, the Company has issued 350,000 & 200,000 nos. equity shares (March 31, 2017; 300,000 nos. equity shares each fully paid up Rs,100/ respectively) each fully paid up at Rs,100/- & Rs, 10/- per share respectively to Info Edge Employees Stock Option Plan (ESOP) Trust, which have been duly listed in the respective Stock Exchanges, ranking pari passu with the existing equity shares of the Company. The ESOP trust has in turn issued 507,516 nos. equity shares and 377,021 nos. equity shares fully paid up to the employees during the year ended March 31, 2018 & March 31, 2017 respectively.
34. During the year ended March 31, 2015 , the Company had issued 10,135,135 nos. equity shares of Rs,10/- each fully paid up at Rs,740/- per share (including securities premium of Rs,730/- per share) to qualified institutional buyers on September 12, 2014 pursuant to Qualified Institutional Placement (QIP) document, dated September 10th, 2014, as per provisions of section 42 of Companies Act, 2013 read with rule 14 of the Companies (Prospectus and Allotment of Securities) Rules 2014, and Chapter VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 which have been listed in the respective Stock Exchanges on September 16, 2014.
Expenses incurred in relation to QIP amounting to Rs,155.65 Mn had been adjusted from Securities Premium Account during the year ended March 31, 2015.The utilisation out of such net amount of Rs,7,344.35 Mn till March 31, 2018 is given below. The balance amount of QIP proceeds remains invested in Mutual Funds (Debt) & Term Deposits with banks.
35. During the year ended March 31, 2018 diminution in the carrying value of investment in respect of Startup Investment (Holding) Ltd amounting to Rs,702.17 Mn,Naukri Internet Services Ltd. amounting to Rs,203.78 Mn and Startup Internet Services Ltd amounting to Rs, 7.42 Mn (represented by Investments in equity shares) [previous year ended March 31, 2017, for Smartweb Internet Services Pvt Ltd amounting to Rs,39.84 Mn (represented by investments in equity shares of Rs, 35.59 Mn and Preference shares of Rs,4.25 Mn)] was made.
36. Based on the information available with the Company, the Company has certain dues to suppliers registered under the âThe Micro, Small and Medium Enterprises Development Act, 2006â(''MSMED Actâ). The disclosures pursuant to the said MSMED Act are as follows:
37. As per Section 135 of the Companies Act, 2013 (''Actâ), a Corporate Social Responsibility (CSR) committee had been formed by the Company in previous year. The main areas for CSR activities, as per the CSR policy of the Company are promoting education, training to promote sports and contribution to appropriate funds set up by the Central Government, further the CSR Committee may consider other CSR activities subject to the condition that such activities relate to the subjects enumerated in Schedule VII of the Act.
38. During the year ended March 31, 2018
a) the Company has transferred Nil nos. preference shares (previous year 743,808 nos) of Rare Media Company Private Limited to its wholly owned subsidiary Startup Investment (Holding) Limited at book value (previous GAAP) amounting to Rs,74.38 Mn.
b) the Company has transferred Nil nos. preference shares (Previous year 6,000,000 nos) of Mint Bird Technologies Private Limited to its wholly owned subsidiary Startup Investment (Holding) Limited at book value (previous GAAP) amounting to Rs,60.00 Mn.
c) the Company has transferred Nil nos. preference shares (Previous year 73,105 nos) of Kinobeo Software Private Limited to its wholly owned subsidiary
Startup Investment (Holding) Limited at book value (previous GAAP) amounting to Rs,135 Mn.
The above transfers, which are duly approved by Audit Committee and Board of Directors, have been made in line with the decision of the Company about creating a corporate structure where under the Companyâs investments are to be transferred to and held by the different wholly owned subsidiaries of the Company which will ensure that the stakeholders are adequately appraised about each of these investments in a focused & timely manner. Further this segregation of main business of the Company from the cluster of investments held by the Company will result into effective communication about its entire portfolio to its stakeholders.
39. Income Tax Expenses
This note provides an analysis of the Companyâs income tax expense, show amounts that are recognized directly in equity and how the tax expense is affected by non-assessable and non-deductible items. It also explains significant estimates in relation to the Companyâs tax position.
During the previous year, the management has assessed that, based on the direction issued by Commissioner of Income Tax (Appeals)/ Income Tax Appellate Tribunal (ITAT) to the Assessing Officer to consider the decision taken by the Special Bench of the ITAT in the case of Biocon Ltd. vs DCIT in Companyâs own case in earlier years with respect to the Companyâs claim on same matter, the above mentioned judgment of the Special Bench by the ITAT had decided that the Employee stock option scheme compensation (ESOP) expenses can be claimed basis the gain in the hands of the employees at the time of exercising the options by them as opposed to the ESOP expenses debited to the Profit & Loss (based on difference between the fair value at the date of grant and the exercise price). Accordingly, the Company has reversed the provision for income tax amounting to Rs,393.14 Mn for prior periods and further, the effect given for previous year amounts to Rs,102.75 Mn. The same may however be subject to litigation by the tax authorities and relief could be expected only at higher appellate forums.
- the fair value of the remaining financial instruments is determined using discounted cash flow analysis for which third party valuer is appointed. This is included in Level 3.
d) Fair value of financial assets and liabilities measured at amortized cost
The carrying amounts of loans, trade receivables, cash and cash equivalents, other bank balances, other financial assets and trade payables are considered to be the same as their fair values, due to their short-term nature. The fair values for security deposits , Investment in preference shares & investment in debentures and borrowings are calculated based on cash flows discounted using a current lending rate, however the change in current rate does not have any significant impact on fair values as at the current year end. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs, including counter party credit risk.
For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.
(e) Fair value measurements using significant unobservable inputs (level 3)
The following table presents the changes in Level 3 items for the year ended March 31, 2018 and previous year ended March 31, 2017.
(f) Valuation processes
The Company uses third party valuers to perform the valuations of the unquoted equity shares, preference shares and debentures required for financial reporting purposes for Level 3 purposes other than investment in compulsorily redeemable preference shares and debentures (Debt instruments) which are done by Finance department of the company.
The main Level 3 inputs for these unlisted securities are derived and evaluated as below.
- Discount rates are determined using a capital asset pricing model to calculate a pre-tax rate that reflects current market assessments of the time value of money and the risk specific to the asset.
- Earnings growth factor for unlisted equity securities are estimated based on market information for similar types of companies to the extent available. Significant estimates
The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The group uses its judgement to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting period. For details of the key assumptions used and the impact of changes to these assumptions see (c) and (f) above.
41. Financial risk and Capital management
A) Financial risk management framework
The Companyâs board of directors has overall responsibility for the establishment and oversight of the Companyâs risk management framework. The board has established the Risk Management Committee, which is responsible for developing and monitoring the Companyâs risk management policies. The Committee holds regular meetings and report to board on its activities.
The Companyâs risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Companyâs activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
The audit committee oversees how management monitors compliance with the Companyâs risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.
a) Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Companyâs receivables from customers.
Trade and other receivables
The Companyâs exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry and country in which customers operate. A default on a financial asset is when the counterparty fails to make contractual payments within 90 days of when they fall due. This definition of default is determined by considering the business environment in which Company operates and other macro-economic factors.
Credit quality of a customer is assessed based on its credit worthiness and historical dealings with the Company, market intelligence & goodwill. Outstanding customer receivables are regularly monitored.
The Company has established an allowance for impairment that represents its expected credit losses in respect of trade and other receivables. The management uses a simplified approach for the purpose of computation of expected credit loss for trade receivables and 12-month expected credit loss for other receivables. An impairment analysis is performed at each reporting date on an individual basis for major parties. In addition, a large number of minor receivables are combined into homogenous categories and assessed for impairment collectively. The calculation is based on historical data of actual losses. The Company evaluates the concentration of risk with respect to trade receivables as low.
Cash and cash equivalents
Credit risk on cash and cash equivalents and other deposits with banks is limited as the Company generally invest in deposits with banks with high credit ratings assigned by external credit rating agencies, accordingly the Company considers that the related credit risk is low. Impairment on these items are measured on the 12-month expected credit loss basis.
b) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Companyâs approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Companyâs reputation.
The Companyâs treasury maintains flexibility in funding by maintaining liquidity through investments in liquid funds and other committed credit lines. Management monitors rolling forecasts of the groupâs liquidity position (comprising the undrawn borrowing facilities below) and cash and cash equivalents on the basis of expected cash flows.
The bank overdraft facilities may be drawn at any time.
(ii) Maturities of financial liabilities
The amount disclosed in the above table represent the contractual undiscounted cash flows. Balances equal their carrying balances as the impact of discounting is not significant.
(c) Market risk
Market risk is the risk arising from changes in market prices - such as foreign exchange rates and interest rates - will affect the Companyâs income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables and long term debt. The Company is exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and the market value of the investments. Thus, the exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currency.
(i) Currency risk
The Company is exposed to currency risk on account of foreign currency transactions including recognized assets and liabilities denominated in a currency that is not the Companyâs functional currency (''), primarily in respect of US$, United Arab Emirates Dirham (AED), Saudi Riyal (SAR) and Bahraini Dinar (BHD). the Company ensures that the net exposure is kept to an acceptable level and is remain a net foreign exchange earner.
¦ Amount is below rounding on norm adopted by the Company.
Sensitivity analysis
Any change with respect to strengthening (weakening) of the Indian Rupee against various currencies as at March 31, 2018 & March 31, 2017 would have affected the measurement of financial instruments denominated in respective currencies and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates.
(ii) Interest rate risk
Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.
Exposure to interest rate risk
The Companyâs borrowings and deposits/loans are all at fixed rate and are carried at amortized cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.
(iii) Price risk Exposure
The Companyâs exposure to securities price risk arises from investments held in mutual funds and classified in the balance sheet at fair value through profit or loss. To manage its price risk arising from such investments, the Company diversifies its portfolio. Further these are all debt base securities for which the exposure is primarily on account of interest rate risk. Quotes (NAV) of these investments are available from the mutual fund houses.
Profit for the year would increase/decrease as a result of gains/losses on these securities classified as at fair value through profit or loss.
B) Capital management a) Risk management
The Companyâs objectives when managing capital is to safeguard its ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders. The capital of the Company consist of equity capital and accumulated profits. The Company avails borrowings only for buying vehicles.
42. Standards issued but not yet effective
On 28 March , 2018 the Ministry of Corporate Affairs (MCA), notified Companies (Indian Accounting Standards) (Amendments) Rule 2018, amending the following standards :
i) Ind AS 115 Revenue from Contracts with Customers
Ind AS 115 establishes a five-step model to account for revenue arising from contracts with customers. Under Ind AS 115, revenue is recognized at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer.
The new revenue standard will supersede all current revenue recognition requirements under Ind AS. Either a full retrospective application or a modified retrospective application is required for annual periods beginning on or after 1 April 2018. The Company will adopt the new standard on the required effective date using the modified retrospective method. The Company has established an implementation team to implement Ind AS 115 related to the recognition of revenue from contracts with customers and it continues to evaluate the changes to accounting system and processes, and additional disclosure requirements that may be necessary. A reliable estimate of the quantitative impact of Ind AS 115 on the financial statements will only be possible once the implementation project has been completed
ii) Appendix B to IndAS 21, Foreign Currency Transactions and Advance Consideration
The Appendix clarifies that, in determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part of it) on the derecognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction is the date on which an entity initially recognizes the non-monetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, then the entity must determine the transaction date for each payment or receipt of advance consideration. Entity may apply the Appendix requirements on a fully retrospective basis. Alternatively, an entity may apply these requirements prospectively to all the assets, expenses and income in its scope that are initially recognized on or after :
(i) The beginning of the reporting period in which the entity first applies the Appendix, or
(ii) The beginning of a prior reporting period presented as comparative information in the financial statements of the reporting period in which the entity first applies the Appendix.
The Appendix is effective for annual periods beginning on or after 1 April, 2018.
The Company has evaluated the effect of this on the financial statements and the impact is not material.
Mar 31, 2017
1. Reporting entity
Info Edge (India) Ltd (the Company) is a public limited company domiciled and incorporated under the provisions of the Companies Act applicable in India. The registered office of the Company is located at GF-12A, 94 Meghdoot Building, Nehru Place, New Delhi - 110019 and principal place of business is in B-8, Sector-132, Noida-201 304. Its shares are listed in two stock exchanges of India. The Company is primarily engaged in providing online & offline services primarily through its online portal Naukri.com, Jeevansathi.com, 99 acres.com, shiksha.com & offline portal Quadrangle.com.
(A). Subsidiaries
Jeevansathi Internet Services Private Limited ( JISPL)
Naukri Internet Services Limited (NISL)
Allcheckdeals India Private Limited (ACDIPL)
Applect Learning Systems Private Limited (ALSPL)
Canvera Digital Technologies Private Limited (CDTPL) (w.e.f. 29.08.2016) (Subsidiary of SIHL) Interactive Visual Solutions Private Limited (IVSPL) (Subsidiary of ACDIPL)
Startup Investments (Holding) Limited (SIHL)
Smartweb Internet Services Limited (SWISL)
Startup Internet Services Limited (SISL)
Newinc Internet Services Private Limited (NISPL) (w.e.f. 05.01.2017) (Subsidiary of ACDIPL) Info Edge (India) Mauritius Limited (IEIML) (Liquidated on 04.06.16)
(2) Related Party Disclosures for the year ended March 31, 2016:
(A) Subsidiaries
Jeevansathi Internet Services Private Limited ( JISPL)
Naukri Internet Services Limited (NISL)
Info Edge (India) Mauritius Limited (IEIML) (Under liquidation) Allcheckdeals India Private Limited (ACDIPL)
Applect Learning Systems Private Limited (ALSPL)
Interactive Visual Solutions Private Limited (IVSPL) (Subsidiary of ACDIPL) Startup Investments (Holding) Limited (SIHL)
Smartweb Internet Services Limited (SWISL)
Startup Internet Services Limited(SISL)
The establishment of the Info Edge Limited Employee Option Plan(s) are approved by shareholders at annual general meeting. ESOP scheme 2015 was approved by shareholders through postal ballot on April 16, 2016. The employee stock option plan is designed to provide incentives to employees generally at and above the designation of managers to deliver long-term returns. Under the plan, participants are granted options which vest upon completion of three years of service from the grant date. Participation in the plan is at the board appointed committeeâs discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits.
The Company has set up a trust to administer the ESOP scheme under which Stock Appreciation Rights (SAR) and Stock options (ESOP), with substantially similar types of share based payemnt arrangements, have been granted to employees. The scheme only provides for equity settled grants to employees whereby the employees can purchase equity shares by exercising SAR/options as vested at the exercise price specified in the grant, there is no option of cash settlement. The SAR/options granted till March 31, 2017 have a vesting period of maximum 3 years from the date of grant.
2. The Company has received various legal notices of claims/lawsuits filed against including suits relating to infringement of Intellectual Property Rights (IPR), Consumer suits, etc.in relation to the business activities carried on by it. The management based on internal assessment and legal opinion obtained, believes that no material liability is likely to arise on account of such claims/law suits.
3. The Company is primarily in the business of internet based service delivery operating in four service verticals through various web portals in respective verticals namely recruitment solutions comprising primarily naukri.com, other recruitment related portals and ancillary services related to recruitment, 99acres.com for real estate related services, Jeevansathi.com for matrimony related services and Shiksha.com for education related services.
The Managing Director & Chief Operating Officer of the Company examines the Companyâs performance both from a business & geographical prospective and has identified as reportable segment of its business which are âRecruitment Solutionsâ and â99acresâ ; the âOther segmentsâ comprises primarily Jeevansathi & Shiksha verticals are not considered as reportable operating segment since they individually do not meet qualifying criteria for the reportable segment as per Ind AS 108.
4. As at March 31, 2017 the Company had Rs.0.02 Mn (March 31, 2016: Rs.0.04 Mn & April 01, 2015: Rs.0.05 Mn) outstanding with Kotak Mahindra Bank, Rs.0.21 Mn (March 31, 2016: Rs.0.45 Mn & April 01, 2015 Rs.0.10 Mn) outstanding with Yes Bank, Rs.0.04 Mn (March 31, 2016 & April 01, 2015:Rs.0.04 Mn ) outstanding with ICICI Bank and Rs.0.11 Mn (March 31, 2016:Nil & April 01, 2015:Nil ) outstanding with Indusind Bank as unclaimed dividend. These amounts are not available for use by the Company and will be credited to Investor Education & Protection Fund as and when due.
5. Employee Benefits
The Company has classified the various benefits provided to employees as under:
A. Defined Contribution Plans
The Company has a defined contribution plan in respect of provident fund. Contributions are made to provident fund in India for employees at the rate of 12% of basic salary as per regulations. The contributions are made to registered provident fund administered by the Government. The obligation of the group is limited to the amount contributed and it has no further contractual nor any constructive obligation.
B. Other Long term benefits
Leave obligations:
The leave obligations cover the Companyâs liability for earned leave.
The amount of the provision for Rs.41.35 Mn (March 31, 2016 - Rs.46.81 Mn, April 1, 2015 - Rs.25.77 Mn) is presented as current, since the Company does not have an unconditional right to defer settlement for any of these obligations. However, based on past experience, the Company does not expect all employees to take the full amount of accrued leave or require payment with in the next twelve months.
C. Defined Benefit Plans
Contribution to Gratuity Funds - Life Insurance Corporation of India, Group Gratuity Scheme
The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The gratuity plan is a funded plan and the Company makes contribution to recognised funds in India.
(F) Risk exposure
Through its defined benefit plans, the group is exposed to a number of risks, the most significant of which are detailed below:
Asset volatility
The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform this yield, this will create a deficit. The gratuity fund is administered through Life Insurance Corporation of India (insurer) under its group gratuity scheme. Accordingly almost the entire plan asset investments is maintained by the insurer. These are subject to interest rate risk which is managed by the insurer.
Changes in bond yields
A decrease in bond yields will increase plan liabilities, although this will be partially offset by an increase in the value of the plansâ assets maintained by the insurer.
The gratuity fund is administered through Life Insurance Corporation(LIC) of India under its Group Gratuity Scheme.
(G) Defined benefit liability and employer contribution
The Company generally eliminates the deficit in the defined benefit gratuity plan with in next one year.
Expected contribution to the post employment benefit plan (Gratuity) for the year ending March 31, 2018 are Rs.40 mn.
The weighted average duration of the defined benefit obligation is 10.85 years (2016 - 10.6 years, 2015- 10.53 years).
6. Pursuant to notification no. 244 dated 30.03.2017, issued by Ministry of Corporate affairs, details of the specified bank notes held & transacted during the period November 08, 2016 to December 30, 2016 as provided in the table below :-
7. The Company has made long term strategic investments in certain subsidiaries/associate companies {refer Note 4(a)}, which are in their initial/developing stage of operation and would generate growth and returns over a period of time. These subsidiaries/associates have incurred significant expenses for building the brand and market share which have added to the losses of these entities, thereby resulting in erosion of their net worth as at March 31, 2017. Based on the potential of the business model of these entities to generate profits, coupled with recent third party valuations, management is of the opinion that considering the nature of the industry and the stage of operations of these entities there is no diminution in carrying value of the investments as compared to their current net worth and therefore no provision, other than those already made, is required at this stage.
8. During the year, the Company has issued 300,000 (March 31, 2016; 500,000 & 2,00,000 each fully paid up at Rs.10/- & Rs.100/ respectively) each fully paid up at Rs.10/- per share respectively to Info Edge Employees Stock Option Plan (ESOP) Trust, which have been duly listed in the respective Stock Exchanges, ranking pari passu with the existing equity shares of the Company. The ESOP trust has in turn issued 377,021 and 624,453 shares fully paid up to the employees during the year ended March 31, 2017 & March 31, 2016 respectively.
9. During the year ended March 31, 2015 , the Company had issued 10,135,135 equity shares of Rs.10/- each fully paid up at Rs.740/- per share (including securities premium of Rs.730/- per share) to qualified institutional buyers on September 12, 2014 pursuant to Qualified Institutional Placement (QIP) document, dated September 10th, 2014, as per provisions of section 42 of Companies Act, 2013 read with rule 14 of the Companies (Prospectus and Allotment of Securities) Rules 2014, and Chapter VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 which have been listed in the respective Stock Exchanges on September 16, 2014.
Expenses incurred in relation to QIP amounting to Rs.155.65 Mn had been adjusted from Securities Premium Account during the year ended March 31, 2015. The utilisation out of such net amount of Rs.7,344.35 Mn till March 31, 2017 is given below. The balance amount of QIP proceeds remains invested in Mutual Funds (Debt) & Term Deposits with banks.
10. Exceptional items includes
a) During the year ended March 31, 2016, the Company had transferred its investment [5,975 equity and 2,673 compulsorily convertible preference shares] in ETechaces Marketing & Consulting Private Limited (EMCPL) to its subsidiary Makesense Technologies Limited (MTL) formerly known as Makesense Technologies Pvt. Ltd. for a consideration of Rs.513.39 Mn thereby resulting in a profit of Rs.341.60 Mn, which is shown as an exceptional item in the Statement of Profit and Loss. The Audit Committee and the Board of Directors had approved the transaction during the year ended March 31, 2015, taking a holistic view of the same, based on the business rationale, which when considered in its entirety, provides a sound basis to conclude that the transaction is not prejudicial to the interest of the Company or its shareholders and demonstrates the intention of the Company to transact at armâs length with its subsidiary.
b) This represents an additional provision for bonus related to April 1, 2014 to March 31, 2015 amounting to Rs.29.42 Mn pursuant to retrospective amendment toâThe Payment of Bonus Act, 1965â notified on January 1, 2016.
c) During the year ended March 31, 2017, diminution in the carrying value of investment in respect of Smartweb Internet Services Pvt Ltd amounting to Rs.39.84 Mn (represented by investments in equity shares of Rs.35.59 Mn and Preference shares of Rs.4.25 Mn) was made. During the year ended March 31, 2016, diminution in the carrying value of investment in respect of Canvera Digital Technologies Private Limited amounting to Rs.426.76 Mn (represented by investments in equity shares of Rs.25.61 Mn and Preference shares of Rs.401.15 Mn) was initially made and later on transferred to wholly owned subsidiary.
11. Based on the information available with the Company, the Company has certain dues to suppliers registered under the âThe Micro, Small and Medium Enterprises Development Act, 2006â(âMSMED Actâ). The disclosures pursuant to the said MSMED Act are as follows:
12. As per Section 135 of the Companies Act, 2013 (âActâ), a Corporate Social Responsibility (CSR) committee had been formed by the Company in previous year. The main areas for CSR activities, as per the CSR policy of the Company are promoting education, training to promote sports and contribution to appropriate funds set up by the Central Government, further the CSR Committee may consider other CSR activities subject to the condition that such activities relate to the subjects enumerated in Schedule VII of the Act.
a) the Company has transferred 743,808 preference shares (Previous year Nil) of Rare Media Company Private Limited to its wholly owned subsidiary Startup Investment (Holding) Limited at book value (previous GAAP) amounting to Rs.74.38 Mn.
b) the Company has transferred 6,000,000/- preference shares (Previous year Nil) of Mint Bird Technologies Private Limited to its wholly owned subsidiary Startup Investment (Holding) Limited at book value (previous GAAP) amounting to Rs.60.00 Mn.
c) the Company has transferred 73,105 preference shares (Previous year 34,651) of Kinobeo Software Private Limited to its wholly owned subsidiary Startup Investment (Holding) Limited at book value (previous GAAP) amounting to Rs.135 Mn.
B) During the year ended March 31, 2016
a) the Company had transferred its entire shareholding (i.e. 34,711 equity shares & 532,216 preference shares) of Canvera Digital Technologies Private Limited to its subsidiary Smartweb Internet Services Limited at book value (previous GAAP) amounting to Rs.243.78 Mn
b) the Company had transferred its entire shareholding (i.e. 275 equity shares & 6,635 pref shares) of Happily Unmarried Marketing Private Limited to its wholly owned subsidiary Startup Investment (Holding) Limited at book value (previous GAAP) amounting to Rs.113.49 Mn
c) the Company had transferred 13,429 equity shares & 249,974,932 preference share of Applect Learning Systems Private Limited to its wholly owned subsidiary Startup Investment (Holding) Limited at book value (previous GAAP) amounting to Rs.919.54 Mn.
d) the Company has transferred 34,651 preference shares of Kinobeo Software Private Limited to its wholly owned subsidiary Startup Investment (Holding) Limited at book value (previous GAAP) amounting to Rs.135 Mn.
e) the Company had transferred 1,000 preference shares of Smartweb Internet Services Limited to its wholly owned subsidiary Startup Investment (Holding) Limited at book value (previous GAAP) amounting to Rs.0.01 Mn
The above transfers, which are duly approved by Audit Committee and Board of Directors, have been made in line with the decision of the Company about creating a corporate structure where under the Companyâs investments are to be transferred to and held by the different wholly owned subsidiaries of the Company which will ensure that the stakeholders are adequately appraised about each of these investments in a focused & timely manner. Further this segregation of main business of the Company from the cluster of investments held by the Company will result into effective communication about its entire portfolio to its stakeholders.
13. Income Tax Expenses
This note provides an analysis of the Companyâs income tax expense, show amounts that are recognised directly in equity and how the tax expense is affected by non-assessable and non-deductible items. It also explains significant estimates in relation to the Companyâs tax position.
During the year, the management has assessed that, based on the direction issued by Commissioner of Income Tax (Appeals)/ Income Tax Appellate Tribunal (ITAT) to the Assessing Officer to consider the decision taken by the Special Bench of the ITAT in the case of Biocon Ltd. vs DCIT in Companyâs own case in earlier years with respect to the Companyâs claim on same matter, the above mentioned judgement of the Special Bench by the ITAT had decided that the Employee stock option scheme compensation (ESOP) expenses can be claimed basis the gain in the hands of the employees at the time of exercising the options by them as opposed to the ESOP expenses debited to the Profit & Loss (based on difference between the fair value at the date of grant and the exercise price). Accordingly, the Company has reversed the provision for income tax amounting to Rs.393.14 Mn for prior periods and further, the effect given for current year amounts to Rs.102.75 Mn. The same may however be subject to litigation by the tax authorities and relief could be expected only at higher appellate forums.
Fair value hierarchy
The following section explains the judgements and estimates made in determining the fair values of the financial instruments that are recognised and measured at fair value through profit or loss.To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial investments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.
Notes:
Level 1 hierarchy includes financial instruments measured using quoted prices (unadjusted) in active market for identical assets that the entity can access at the measurement date. This represents mutual funds that have price quoted by the respective mutual fund houses and are valued using the closing Net asset value(NAV).
Level 2 hierarchy includes the fair value of financial instruments measured using quoted prices for identical or similar assets in markets that are not active. Level 3 If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted compound instruments.
There are no transfers between any of these levels during the year. The Companyâs policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.
c) Valuation techniques used to determine fair value
Specific valuation techniques used to value financial instruments include:
- the use of quoted market prices or mutual fund houses quotes (NAV) for such instruments. This is included in Level 1.
- the fair value of the remaining financial instruments is determined using discounted cash flow analysis for which third party valuer is appointed. This is included in Level 3.
d) Fair value of financial assets and liabilities measured at amortised cost
The carrying amounts of loans, trade receivables, cash and cash equivalents, other bank balances, other financial assets and trade payables are considered to be the same as their fair values, due to their short-term nature. The fair values for security deposits , Investment in preference shares & investment in debentures and borrowings are calculated based on cash flows discounted using a current lending rate, however the change in current rate does not have any significant impact on fair values as at the current year end. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs, including counter party credit risk.
For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.
The Company uses third party valuers to perform the valuations of the unquoted equity shares, preference shares and debentures required for financial reporting purposes for Level 3 purposes other than investment in compulsorily redeemable preference shares and debentures (Debt instruments) which are done by Finance department of the company.
The main Level 3 inputs for these unlisted securities are derived and evaluated as below.
- Discount rates are determined using a capital asset pricing model to calculate a pre-tax rate that reflects current market assessments of the time value of money and the risk specific to the asset.
- Earnings growth factor for unlisted equity securities are estimated based on market information for similar types of companies to the extent available.
Significant estimates
The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The group uses its judgement to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting period. For details of the key assumptions used and the impact of changes to these assumptions see (c) and (f) above.
14. Financial risk and Capital management
A) Financial risk management framework
The Companyâs board of directors has overall responsibility for the establishment and oversight of the Companyâs risk management framework. The board has established the Risk Management Committee, which is responsible for developing and monitoring the Companyâs risk management policies. The Committee holds regular meetings and report to board on its activities.
The Companyâs risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Companyâs activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
The audit committee oversees how management monitors compliance with the Companyâs risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.
a) Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Companyâs receivables from customers.
Trade and other receivables
The Companyâs exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry and country in which customers operate. A default on a financial asset is when the counterparty fails to make contractual payments within 90 days of when they fall due. This definition of default is determined by considering the business environment in which Company operates and other macro-economic factors.
Credit quality of a customer is assessed based on its credit worthiness and historical dealings with the Company, market intelligence & goodwill. Outstanding customer receivables are regularly monitored.
The Company has established an allowance for impairment that represents its expected credit losses in respect of trade and other receivables. The management uses a simplified approach for the purpose of computation of expected credit loss for trade receivables and 12-month expected credit loss for other receivables. An impairment analysis is performed at each reporting date on an individual basis for major parties. In addition, a large number of minor receivables are combined into homogenous categories and assessed for impairment collectively. The calculation is based on historical data of actual losses. The Company evaluates the concentration of risk with respect to trade receivables as low.
Cash and cash equivalents
Credit risk on cash and cash equivalents and other deposits with banks is limited as the Company generally invest in deposits with banks with high credit ratings assigned by external credit rating agencies, accordingly the Company considers that the related credit risk is low. Impairment on these items are measured on the 12-month expected credit loss basis.
b) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Companyâs approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Companyâs reputation.
The Companyâs treasury maintains flexibility in funding by maintaining liquidity through investments in liquid funds and other committed credit lines. Management monitors rolling forecasts of the groupâs liquidity position (comprising the undrawn borrowing facilities below) and cash and cash equivalents on the basis of expected cash flows.
(c) Market risk
Market risk is the risk arising from changes in market prices - such as foreign exchange rates and interest rates - will affect the Companyâs income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables and long term debt. The Company is exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and the market value of the investments. Thus, the exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currency.
(i) Currency risk
The Company is exposed to currency risk on account of foreign currency transactions including recognized assets and liabilities denominated in a currency that is not the Companyâs functional currency (Rs.), primarily in respect of US$, United Arab Emirates Dirham (AED), Saudi Riyal (SAR) and Bahraini Dinar (BHD). the Company ensures that the net exposure is kept to an acceptable level and is remain a net foreign exchange earner.
(ii) Interest rate risk
Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.
Exposure to interest rate risk
The Companyâs borrowings and deposits/loans are all at fixed rate and are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.
The exposure of the Companyâs financials assets/liabilities at the end of the reporting period are as follows:
(iii) Price risk Exposure
The Companyâs exposure to securities price risk arises from investments held in mutual funds and classified in the balance sheet at fair value through profit or loss. To manage its price risk arising from such investments, the Company diversifies its portfolio. Further these are all debt base securities for which the exposure is primarily on account of interest rate risk. Quotes (NAV) of these investments are available from the mutual fund houses.
Profit for the year would increase/decrease as a result of gains/losses on these securities classified as at fair value through profit or loss.
B) Capital management
a) Risk management
The Companyâs objectives when managing capital is to safeguard its ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders. The capital of the Company consist of equity capital and accumulated profits. The Company avails borrowings only for buying vehicles.
14. First time adoption of Ind AS Transition to Ind AS
These are the Companyâs first financial statements prepared in accordance with Ind AS.
The accounting policies set out in Note 2 have been applied in preparing the financial statements for the year ended 31 March 2017, the comparative information presented in these financial statements for the year ended March 31, 2016 and in the preparation of an opening Ind AS balance sheet at April 01, 2015 (the Companyâs date of transition). In preparing its opening Ind AS balance sheet, the Company has adjusted the amounts reported previously in financial statements prepared in accordance with the accounting standards notified under Companies (Accounting Standards) Rules, 2006 (as amended) and other relevant provisions of the Act (previous GAAP or Indian GAAP). An explanation of how the transition from previous GAAP to Ind AS has affected the Companyâs financial position, financial performance and cash flows is set out in the following tables and notes.
Exemptions and exceptions availed
Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from previous GAAP to Ind AS.
1 Ind AS optional exemptions
a) Business Combination
Ind AS 101 provides the option to apply Ind AS 103 prospectively from the transition date or from a specific date prior to the transition date. This provides relief from full retrospective application that would require restatement of all business combinations prior to the transition date. The Company elected to apply Ind AS 103 prospectively to business combinations occurring after its transition date. Business combinations occurring prior to the transition date have not been restated.
b) Deemed Cost
Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments for de-commissioning liabilities. This exemption can also be used for intangible assets covered by Ind AS 38 Intangible Assets and investment property covered by Ind AS 40 Investment Properties.
Accordingly, the Company has elected to measure all of its property, plant and equipment, intangible assets and investment property at their previous GAAP carrying value.
c) Share-based payment transactions
Ind AS 101 provides the option to apply Ind AS 102 only on ESOP that are unvested on the transition date.
Accordingly, the Company has elected to calculate ESOP cost only on unvested options as on the transition date.
d) Investments in subsidiaries, joint ventures and associates
IND AS 101 provides the option to the first-time adopter to account for its investments in subsidiaries, joint ventures and associates at either cost determined in accordance with IND AS 27 or in accordance with IND AS 109. The Company has elected to measure such investments at cost in accordance with Ind AS 27.
2 Ind AS mandatory exemptions
a) De-recognition of financial assets and liabilities
Ind AS 101 requires a first-time adopter to apply the de-recognition provisions of Ind AS 109 prospectively for transactions occurring on or after the date of transition to Ind AS. However, Ind AS 101 allows a first-time adopter to apply the de-recognition requirements in Ind AS 109 retrospectively from a date of the entityâs choice, provided that the information needed to apply Ind AS 109 to financial assets and financial liabilities derecognised as a result of past transactions was obtained at the time of initially accounting for those transactions.
The Company has elected to apply the de-recognition provisions of Ind AS 109 prospectively from the date of transition to Ind AS.
b) Classification and measurement of financial assets
Ind AS 101 requires an entity to assess classification and measurement of financial assets (investment in debt instruments) on the basis of the facts and circumstances that exist at the date of transition to Ind AS.
c) Estimates
An entityâs estimates in accordance with Ind ASs at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error.
Ind AS estimates as at April 01, 2015 are consistent with the estimates as at the same date made in conformity with previous GAAP. The Company made estimates for following items in accordance with Ind AS at the date of transition as these were not required under previous GAAP:
- Investment in equity instruments carried at Fair value through profit or loss or Fair value through other comprehensive income;
- Investment in debt instruments carried at Fair value through profit or loss; and
- Impairment of financial assets based on expected credit loss model.
3 Reconciliation between previous GAAP and Ind AS
Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the reconciliations from previous GAAP to Ind AS.
REFERENCE NOTE 1. Security Deposits
Under the previous GAAP, interest free lease security deposits (that are refundable in cash on completion of the lease term) are recorded at their transaction value. Under Ind AS, all financial assets are required to be recognised at fair value. Accordingly, the Company has fair valued these security deposits under Ind AS. Difference between the fair value and transaction value of the security deposit has been recognised as prepaid rent. Consequent to this change, the amount of security deposits decreased by Rs.48.43 Mn as at March 31, 2016 (April 01, 2015 -Rs.39.21 Mn). Total equity decreased by Rs.3.61 Mn as on April 01, 2015. Total equity decreased by Rs.1.39 Mn as on March 31, 2016. The prepaid rent increased by Rs.43.42 Mn as at March 31, 2016 (April 01, 2015 - Rs.35.60 Mn). The profit for the year and total equity as at March 31, 2016 decreased by Rs.1.39 Mn due to amortisation of the prepaid rent of Rs.7.34 Mn which is partially off-set by the notional interest income of Rs.5.94 Mn recognised on security deposits.
2. Trade Receivables
As per Ind AS 109, the Company is required to apply expected credit loss model for recognising the allowance for doubtful debts. As a result, the allowance for doubtful debts decreased by Rs.3.26 Mn as at March 31, 2016 (April 01, 2015 - Rs.3.97 Mn ). Consequently, the total equity as at March 31, 2016 increased by Rs.3.26 Mn (April 01, 2015 - Rs.3.97 Mn) and profit for the year ended March 31, 2016 increased by Rs.0.71
3. Proposed Dividend
Under the previous GAAP, dividends proposed by the board of directors after the balance sheet date but before the approval of the financial statements were considered as adjusting events. Accordingly, provision for proposed dividend was recognised as a liability. Under Ind AS, such dividends are recognised when the same is approved by the shareholders in the general meeting. Accordingly, the liability for proposed dividend and related liability of Dividend Distribution tax of Rs.289.66 Mn (i.e. Rs.240.43 Mn & Rs.49.23 Mn, respectively) as at April 01, 2015 included under provisions has been reversed with corresponding adjustment to retained earnings. Consequently, the total equity increased by an equivalent amount.
4. Remeasurements of post-employment benefit obligations
Under Ind AS, remeasurements i.e. actuarial gains and losses and the return on plan assets, excluding amounts included in the net interest expense on the net defined benefit liability are recognised in other comprehensive income instead of profit or loss. Under the previous GAAP, these remeasurements were forming part of the profit or loss for the year. As a result of this change, the profit for the year ended March 31, 2016 decreased by Rs.13.22 Mn. There is no impact on the total equity as at March 31, 2016.
5. Employee stock option expense
Under the previous GAAP, the cost of equity-settled employee share-based plan were recognised using the intrinsic value method. Under Ind AS, the cost of equity settled share-based plan is recognised based on the fair value of the options as at the grant date. Consequently, the amount recognised in share option outstanding account increased by Rs.257.85 Mn as at March 31, 2016 (April 01, 2015- Rs.95.48 Mn). The profit for the year ended March 31, 2016 decreased by Rs.162.37. There is no impact on total equity.
6. Revenue and Deferred revenue
As par Ind AS-18, certain items of non-refundable fees, received upfront, are now being recognised as revenue over the tenure of contracts as it better reflects the substance of the transaction, which were earlier recognised upfront, based on performance of specific acts. Accordingly the Company has deferred the income from such contracts outstanding as at the date of transition and for new contracts entered during the financial year 2015-16. Consequently, the amount recognised in Deferred sales revenue increased by Rs.750.56 Mn as at March 31, 2016 (April 01, 2015- Rs.684.91 Mn) . The profit for the year ended March 31, 2016 decreased by Rs.65.64 Mn. Apart from above the other adjustment under âeffects of transition to Ind ASâ is on account of sales on principal to principal basis considering gross amounts with fee/expenses recorded under Administration and other expenses. Consequently the amount recognised in amount recognised in Revenue increased by Rs.6.95 mn & amount recognised in Administration and other expenses decreased by Rs.6.95 mn. No impact on profit for the year ended March 31, 2016.
7. Valuation of Investments
Under the previous GAAP, investments in equity shares/preference shares of subsidiaries, Joint ventures & associates and investment in mutual funds were classified as long-term investments or current investments based on the intended holding period and realisability. Longterm investments were carried at cost less provision for other than temporary decline in the value of such investments. Current investments were carried at lower of cost and fair value. Under Ind AS, these investments, other than investments in equity instruments, are required to be measured at fair value/amortised cost. Investment in equity instruments have been carried at cost in accordance with Ind AS-27. The resulting fair value changes/amortisation of these investments have been recognised in retained earnings as at the date of transition and subsequently in the profit or loss for the year ended March 31, 2016. This decreased the retained earnings by Rs.62.03 Mn as at March 31, 2016 (April 01, 2015 - Rs.513.38 mn).
8. Consolidation of Info edge Employee Stock Option Plan Trust
Under IND AS, the ESOP trust has been treated as an extension of the Company and accordingly shares held by ESOP Trust are treated as treasury shares. Consequently, all the assets, liabilities, income and expenses of the trust area accounted for as assets, liabilities, income and expenses of the Company, other than dividend income and profit / loss on issue of shares to the employees which are directly adjusted in the Retained earnings. This increased/(decreased) the retained earnings by Rs.48.12 Mn as at March 31, 2016 [April 01, 2015 - ( Rs.130.30 Mn)]
9. Deferred Tax
Deferred tax have been recognised on the adjustments made on transition to Ind AS. This resulted increase in deferred tax assets by Rs.110.57 Mn as at March 31, 2016 [April 01, 2015 - Rs.322.28 Mn].
10. Retained earnings
Retained earnings as at April 1, 2015 has been adjusted consequent to the above Ind AS transition adjustments. This resulted increase in deferred tax assets by Rs.309.47 Mn for the year ending March 31, 2016 and for the year ending April 01, 2015 - Rs.570.87 Mn.
11. Other comprehensive income
Under Ind AS, all items of income and expense recognised in a period should be included in profit or loss for the period, unless a standard requires or permits otherwise. Items of income and expense that are not recognised in profit or loss but are shown in the statement of profit and loss as âother comprehensive incomeâ includes remeasurements of defined benefit plans. The concept of other comprehensive income did not exist under previous GAAP. In March 31, 2016, Other comprehensive income booked for remeasurements of defined benefit plans (i.e. for Gratuity) was Rs.13.23 Mn.
12. Investment property
Under IND AS, the land (including expenses related to developmental activities) have been considered as Investment property, since the same is being held for a currently undetermined future use. This resulted reclassification of Property, Plant and Equipment by (Rs.179.91 Mn) & Capital work in progress by (Rs.94.88 Mn) into Investment Property by Rs.274.78 Mn.
Mar 31, 2015
1. General Information
Info Edge (India) Ltd (the Company) is a public limited company
domiciled in India and incorporated under the provisions of the
Companies Act, 1956. Its shares are listed in two stock exchanges in
India.
The Company was converted to a public limited company and its name was
changed to Info Edge (India) Limited with effect from April 27, 2006.
b. Terms/Rights attached to equity shares
The Company has only one class of equity shares having a par value of Rs.
10 per share. Each holder of equity shares is entitled to one vote per
share. The Company declares and pays dividend in Indian rupees. The
dividend proposed by the Board of Directors is subject to the approval
of the shareholders in the ensuing Annual General Meeting, except in
case of interim dividend. In the event of liquidation, the equity
shareholders are eligible to receive the remaining assets of the
Company in proportion to their shareholding.
The Board of Directors has recommended a final dividend of Rs. 2.00 per
share (previous year Rs. 1.5 per share) which is subject to the approval
of the shareholders in the ensuing Annual General Meeting over and
above the interim dividend of Rs. 1.00 (previous year Rs. 1.00 ) per share.
2. CAPITAL COMMITMENTS/ ADVANCES
As on March 31, 2015 there is a capital advance of Rs. 15.81 Mn (previous
year Rs. 60.93 Mn) outstanding against capital account contracts. This
primarily includes the following:
a) Rs. Nil (previous year Rs. 55.18 Mn) relating to the project for
construction of office building on leasehold land in respect of which
extension for construction based on sanctioned plan have been taken
from the relevant authorities. Also refer note no.42 A
b) Rs. 3.94 Mn towards Furniture & Interior work ( previous year Rs. 5.75
Mn towards Desktop & Office equipment) (capital commitment - Rs.
3.8 Milion (previous year Nil)
c) Rs. 1.44 Milion (previous year NIL) towards ERP software. {capital
commitment-Nil (previous year Nil)}
d) Rs. 10.43 Mn towards networking work.{capital commitment-Nil (previous
year Nil)}
3. OPERATING LEASE
Operating Leases where the company Is a lessee:
The company has entered into lease transactions mainly for leasing of
office premises for periods between 11 months to 11 years. The terms of
lease include terms of renewal, increase in rents in future periods and
terms of cancellation. The operating lease payments recognized in the
Statement of Profit and Loss amount to Rs. 212.86 Mn (included in Note 23
- Administration and Other Expenses Rs. 212.56 Mn and in Note- 19
Employee Benefits Expense Rs. 0.30 Mn [(previous year Rs. 215.36 Mn)
(included in Note 23 - Administration and Other Expenses Rs. 214.91 Mn
and in Note 19 - Employee Benefits Expense Rs. 0.45 Mn)].
4 (1) Related Party Disclosures
A) Names of related parties with whom transactions were carried out and
description of relationship as identified and certified by the Company
as per the requirements of Accounting Standard - 18 specified in
Companies (Accounting Standard) Rules, 2006 (as amended) ("accounting
standards") and where control exists for the year ended March 31,2015:
Subsidiaries
Jeevansathi Internet Services Private Limited ( JISPL)
Naukri Internet Services Limited (NISL) (Formerly known as Naukri
Internet Services Pvt. Ltd.)
Info Edge (India) Mauritius Limited (IEIML) (Under liquidation)
Allcheckdeals India Pvt. Ltd. (ACDIPL)
Applect Learning Systems Pvt. Ltd. (ALSPL)
Makesense Technologies Ltd. (MTL) (Formerly known as Makesense
Technologies Pvt. Ltd.)
Interactive Visual Solutions Pvt Ltd. (Subsidiary of ACDIPL)
Startup Investments (Holding) Ltd. (SIHL)
Zomato Media Pvt. Ltd. (Formerly DC Foodiebay Online Services Private
Limited (ZMPL))
Zomato Midia Brasil Ltda (subsidiary of ZMPL)
Zomato Media Portugal Unipessoal Lda (subsidiary of ZMPL)
Zomato New Zeland Media Private Limited (w.e.f. 15 October 2014)
(subsidiary of ZMPL)
Zomato Ireland Limited (w.e.f 09 May 2014) (subsidiary of ZMPL)
PT Zomato Media Indonesia (w.e.f. 08 May 2014) (subsidiary of ZMPL)
Zomato Media (Private) Limited (w.e.f. 10 May 2013) (subsidiary of
ZMPL)
Zomato Chile Spa (w.e.f. 23 May 2014) (subsidiary of ZMPL)
Zomato Australia Pty Limited (100% subsidiary of Zomato Ireland
Limited, w.e.f. 09 December 2014)
Zomato Canada Inc. (100% subsidiary of Zomato Ireland Limited, w.e.f.26
June 2014)
Zomato UK Limited (100% subsidiary of Zomato Ireland Limited, w.e.f. 06
August 2014)
Lunchtime Cz S.R.O (100% subsidiary of Zomato Ireland Limited, w.e.f.
19 August 2014)
Zomato Slovakia S.R.O (100% subsidiary of Zomato Ireland Limited, w.e.f
19 August 2014)
Zomato Gastronauci Sp Z.O.O (100% subsidiary of Zomato Ireland Limited,
w.e.f 05 September 2014)
Cibando UK Limited (100% subsidiary of Zomato Ireland Limited, w.e.f.
19 December 2014)
Mekanist B.V. (100% subsidiary of Zomato Ireland Limited, w.e.f. 23
January 2015)
Mekanistnet Internet Hizmetleri Ticaret Anonim Sirketi (100% subsidiary
of Mekanist B.V. Netherland, w.e.f. 23 Januray 2015) Associates
eTechAces Marketing & Consulting Pvt. Ltd. (EMCPL)*
Kinobeo Software Private Limited (MYDALA)
Happily Unmarried Marketing Pvt. Ltd. (HUMPL)
Canvera Digital Technologies Private Limited (CDTPL)
Key Management Personnel (KMP) & Relatives
Mr Sanjeev Bikhchandani
Ms Surabhi Bikhchandani (Spouse of Mr. Sanjeev Bikhchandani)
Mr Sushil Bikhchandani (Brother of Mr Sanjeev Bikhchandani)
Mr Hitesh Oberoi
Ms Divya Batra (Sister of Mr. Hitesh Oberoi)
Mr. Ambarish Raghuvanshi (till May 31, 2014)
Mr Chintan Thakkar (w.e.f. October 16, 2014)
Enterprises over which KMP & Relatives have significant influence
Minik Enterprises (Proprietorship concern of Mr. Sushil Bikhchandani)
Endevaour Holding Trust [Sanjeev Bikhchandani (Trust)]
International Foundation for Research and Education (IFRE)-Ashoka
University -(Sanjeev Bikhchandani and Hitesh Oberoi are
founders/trustee)
Independent Directors- Non Executive
Arun Duggal
Ashish Gupta (till October 16, 2014)
Sharad Malik (w.e.f.December 16, 2014)
Bala Deshpande Naresh Gupta Saurabh Srivastava
Non-Executive Directors
Kapil Kapoor
* subsequent to the year end, the Company has ceased to have
significant influence
5 (2) Related Party Disclosures
A) Names of related parties with whom transactions were carried out and
description of relationship as identified and certified by the Company
as per the requirements of Accounting Standard - 18 specified in
Companies (Accounting Standard) Rules, 2006 (as amended) ("accounting
standards") and where control exists for the year ended March 31,2014:
Subsidiaries
Jeevansathi Internet Services Private Limited ( JISPL)
Naukri Internet Services Private Limited (NISPL)
Info Edge (India) Mauritius Limited (IEIML) (Under liquidation)
Allcheckdeals India Pvt. Ltd. (ACDIPL)
Applect Learning Systems Pvt. Ltd. (ALSPL)
Makesense Technologies Pvt. Ltd. (MTPL)
Zomato Media Pvt. Ltd. (Formerly DC Foodiebay Online Services Private
Limited (ZMPL))
Zomato Midia Brasil Ltda (Subsidiary of ZMPL)
Zomato Media Portugal Unipessoal Lda (Subsidiary of ZMPL)
Associates
Nogle Technologies Private Limited (NTPL) eTechAces Marketing &
Consulting Pvt. Ltd. (EMCPL)
Ninty Nine Labels Private Limited (99LABELS)
Kinobeo Software Pvt. Ltd. (MYDALA)
Happily Unmarried Marketing Pvt. Ltd. (HUMPL)
Canvera Digital Technologies Private Limited (CDTPL)
Key Management Personnel (KMP) & Relatives
Mr Sanjeev Bikhchandani
Ms Surabhi Bikhchandani (Spouse of Mr. Sanjeev Bikhchandani)
Mr Sushil Bikhchandani (Brother of Mr Sanjeev Bikhchandani)
Mr Hitesh Oberoi
Ms Divya Batra (Sister of Mr. Hitesh Oberoi)
Mr Ambarish Raghuvanshi
Enterprises over which KMP & Relatives have significant influence
Minik Enterprises (Proprietorship concern of Mr. Sushil Bikhchandani)
Endevaour Holding Trust [Sanjeev Bikhchandani (Trust)]
Independent Directors- Non Executive
Arun Duggal Ashish Gupta Bala Deshpande Naresh Gupta Saurabh Srivastava
Non-Executive Directors
Kapil Kapoor
* During the year, the company has ceased to exercise significant
influence.
33. The Company has received various legal notices of claims/lawsuits
filed against including suits relating to infringement of Intellectual
Property Rights (IPR), Consumer suits, etc.in relation to the business
activities carried on by it. In the opinion of the management, no
material liability is likely to arise on account of such claims/law
suits.
6. The Company has considered business segment as the primary segment.
The company is primarily in the business of internet based service
delivery operating in four service verticals through web portals in
respective vertical namely Naukri.com for recruitment related services,
Jeevansathi.com for matrimony related services, 99acres.com for real
estate related services and Shiksha.com for education related services.
The other activities comprise of placement search services, resume
sales services and real estate broking services. The segment revenues,
results and assets of the other activities do not constitute reportable
segment under Accounting Standard 17 on Segment Reporting and
accordingly no disclosure of business segment information is required
to be disclosed.
a) Domestic segment includes sales and services to customers located in
India
b) Overseas segment includes sales and services rendered to customers
located outside India
c) Unallocated assets include dividend bank accounts, investments,
Interest accrued and Deferred Tax asset.
d) Segment assets includes fixed assets, trade receivables, cash and
bank balances (except dividend bank account), loans & advances and
other current assets
e) Capital expenditure during the year includes fixed assets (tangible
and intangible assets) and net additions to capital work in progress.
7. As at March 31, 2015 the company had Rs. 0.05 (previous year Rs. 0.07
Mn) outstanding with Kotak Mahindra Bank, Rs. 0.10 Mn (previous year Rs.
0.07 Mn) outstanding with Yes Bank & Rs. 0.04 Mn (previous year Nil) with
ICICI Bank as unclaimed dividend . These amounts are not available for
use by the company and will be credited to Investor Education &
Protection Fund as and when due.
8. The company has made long term strategic investments in certain
subsidiaries/associate companies, which are in their initial/developing
stage of operation and would generate growth and returns over a period
of time. These subsidiaries/associates have incurred significant
expenses for building the brand and market share which have added to
the losses of these entities, thereby resulting in erosion of their net
worth as at March 31, 2015. Based on the potential of the business
model of these entities to generate profits, coupled with recent third
party valuations, management is of the opinion that considering the
nature of the industry and the stage of operations of these entities
there is no diminution in carrying value of the investments as compared
to their current net worth and therefore no provision is required at
this stage.
9. During the year
A) the Company had issued 600,000 equity shares of Rs. 10/- each fully
paid up at Rs. 250/- per share (including securities premium of Rs. 240/-
per share) to the Info Edge Employees Stock Option Plan Trust on June
02, 2014 which have been listed in the respective Stock Exchanges on
June 11, 2014. Dividend of Rs. 0.90 mn was paid on these Equity shares
for which no dividend was proposed as on March 31, 2014, since shares
were issued subsequent to that date, ranking pari passu with the
existing equity shares of the Company and were entitled to such
dividends and corporate benefits.
B) the Company had issued 10,135,135 equity shares of Rs. 10/- each fully
paid up at Rs. 740/- per share (including securities premium of Rs. 730/-
per share) to qualified institutional buyers on September 12, 2014
pursuant to Qualified Institutional Placement (QIP) document, dated
September 10, 2014, as per provisions of section 42 of Companies Act,
2013 read with rule 14 of the Companies (Prospectus and Allotment of
Securities) Rules 2014, and Chapter VIII of the Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009 which have been listed in the respective Stock
Exchanges on September 16, 2014.
Expenses incurred in relation to QIP amounting to Rs. 155.65 Mn have been
adjusted from Securities Premium Account .The utilisation out of such
net amount at Rs. 7344.35 Mn till March 31, 2015 is given below . The
balance amount of QIP proceeds remains invested in Mutual Funds (Debt)
& Term Deposits with banks.
Utilisation of funds upto March 31,2015 : Amount in Rs. Mn
1. Working capital and general corporate purposes (99acres) 53.44
Balance Unutilised funds as on March 31, 2015 7290.91
C) . the Company has issued 300,000 equity shares of Rs. 10/- each fully
paid up at Rs. 10/- per share to the Info Edge Employees Stock Option
Plan Trust on November 12, 2014 which have been listed in the
respective Stock Exchanges on November 24, 2014, ranking pari passu
with the existing equity shares of the Company.
The issuance is on arm''s length basis which has been concluded taking
into consideration the objective of ESOP trust to not earn any profit
or incur any loss on account of shares issued to employees by ESOP
Trust.
10. A) An advance of Rs. 55.18 Mn , was given to a party in earlier years
who was appointed as the consultant/contractor for a project to
construct an office building on a Company''s leased land. On the basis
of the current and future business plans of the Company, it is unlikely
that the Company will require construction of this office building in
the near future. Considering change in business plans and the low
recovery of this advance from the party, the Company has deemed it
appropriate to provide for the remaining advance of Rs. 55.18 Mn , which
is shown as an exceptional item in the Statement of Profit and Loss for
the year ended March 31, 2015.
B) During the year the Company has transferred one half of its
shareholding (5,975 equity and 2,672 compulsorily convertible
preference shares ) in eTechaces Marketing & Consulting Pvt. Ltd.
(EMCPL) to its wholly owned subsidiary Makesense Technologies Limited
(MTL), for Rs. 500 Mn thereby generating a profit of Rs. 346.79 Mn, which
is shown as an exceptional item in the Statement of Profit and Loss for
the year ended March 31, 2015. The transfer of shareholding in EMCPL
has been made by the Company to MTL taking a holistic view of the
transaction. The Audit Committee and the Board of Directors have
approved the transaction based on the business rationale for this
transaction, which when considered in its entirety, including planned
strategic actions of the management, provides a sound basis to conclude
that the transaction is not prejudicial to the interest of the Company
or its shareholders and demonstrates the intention of the Company to
transact at arm''s length with its wholly owned subsidiary.
C) The exceptional item for the year ended March 31, 2014 represents
provision for diminution in the carrying value of investment of Rs. 26.01
Mn in Nogle Technologies Pvt Ltd. (represented by investments in equity
shares of Rs. 0.01 Mn and Preference shares of Rs. 26.00 Mn)
11. As per Section 135 of the Companies Act, 2013 (''Act''), a
corporate social responsibility (CSR) committee has been formed by the
Company. The main areas for CSR activities, as per the CSR policy of
the Company are promoting education, training to promote sports and
contribution to appropriate funds set up by the Central Government,
further the CSR Committee may consider other CSR activities subject to
the condition that such activities relate to the subjects enumerated in
Schedule VII of the Act. During the year, the Company has made
contribution amounting to Rs. 33.80 Mn, in line with provisions of
Section 135(5) of the Act, to International Foundation for Research and
Education for proposed utilisation in Ashoka University campus
development and operation of the University (both capital and operating
expenditure), as per recommendations made by the CSR committee.
12. Previous year figures have been regrouped/rearranged to confirm to
the current year classification.
Mar 31, 2014
1. General Information
Info Edge (India) Ltd (the company) is a public limited company
domiciled in India and incorporated under the provisions of the
Companies Act, 1956. Its shares are listed in two stock exchanges in
India.
The Company was converted to a public limited company and its name was
changed to Info Edge (India) Limited with effect from April 27, 2006.
2. CAPITAL COMMITMENTS/ ADVANCES
As on March 31, 2014 there is a capital advance of Rs. 60.93 Million
(previous year Rs.58.55 Million) outstanding against capital account
contracts. This primarily includes the following:
a) Rs.55.18 Million (previous year Rs.58.28 Million) relating to the
project for construction of office building on leasehold land in
respect of which extension for construction based on sanctioned plan
have been taken from the relevant authorities. The management is
alternatively exploring possibilities of sale of the land/ project on a
lump sum basis
b) Rs. 5.75 towards Desktop & Office equipment ( previous year Rs. 0.27
Million towards Office equipment)
3. OPERATING LEASE
Operating Leases where the company is a lessee:
The company has entered into lease transactions mainly for leasing of
office premises for periods between 1 to 11 years. The terms of lease
include terms of renewal, increase in rents in future periods and terms
of cancellation. The operating lease payments recognized in the
Statement of Profit and Loss amount to Rs. 215.36 Million (included in
Note 23 - Administration and Other Expenses Rs.214.91 Million and in
Note-19 Employee Benefits Expense Rs. 0.45 Million [(previous year
Rs.172.09 Million) (included in Note 23 - Administration and Other
Expenses Rs.171.84 Million and in Note 19 - Employee Benefits Expense
Rs. 0.25 Million)].
4. (1) Related Party Disclosures
A) Names of related parties with whom transactions were carried out and
description of relationship as identified and certified by the Company
as per the requirements of Accounting Standard - 18 specified in
Companies (Accounting Standard) Rules, 2006 (as amended) ("accounting
standards") and where control exists for the year ended March 31, 2014:
Subsidiaries
Jeevansathi Internet Services Private Limited ( JISPL)
Naukri Internet Services Private Limited (NISPL)
Info Edge (India) Mauritius Limited (IEIML) (Under liquidation)
Allcheckdeals India Pvt. Ltd. (ACDIPL)
Applect Learning Systems Pvt. Ltd. (ALSPL)
Makesense Technologies Pvt. Ltd. (MTPL)
Zomato Media Pvt. Ltd. (Formerly DC Foodiebay Online Services Private
Limited (ZMPL))
Zomato Midia Brasil Ltda (Subsidiary of ZMPL)
Zomato Media Portugal Unipessoal Lda (Subsidiary of ZMPL)
Associates
Nogle Technologies Private Limited (NTPL)* eTechAces Marketing &
Consulting Pvt. Ltd. (EMCPL)
Ninty Nine Labels Private Limited (99LABELS) (till May 21, 2013) *
Kinobeo Software Private Limited (MYDALA)
Happily Unmarried Marketing Pvt. Ltd. (HUMPL)
Canvera Digital Technologies Private Limited (CDTPL)
Key Management Personnel (KMP) & Relatives
Mr Sanjeev Bikhchandani
Ms Surabhi Bikhchandani (Spouse of Mr. Sanjeev Bikhchandani)
Mr Sushil Bikhchandani (Brother of Mr Sanjeev Bikhchandani)
Mr Hitesh Oberoi
Ms Divya Batra (Sister of Mr. Hitesh Oberoi)
Mr Ambarish Raghuvanshi
Enterprises over which KMP & Relatives have significant influence
Minik Enterprises (Proprietorship concern of Mr. Sushil Bikhchandani)
Endevaour Holding Trust
Independent Directors- Non Executive
Arun Duggal Ashish Gupta Bala Deshpande Naresh Gupta Saurabh Srivastava
Non-Executive Directors
Kapil Kapoor
* During the year, the company has ceased to exercise significant
influence.
5. (2) Related Party Disclosures
A) Names of related parties with whom transactions were carried out and
description of relationship as identified and certified by the Company
as per the requirements of Accounting Standard - 18 specified in
Companies (Accounting Standard) Rules, 2006 (as amended) ("accounting
standards") and where control exists for the year ended March 31, 2013:
Subsidiaries
Jeevansathi Internet Services Private Limited ( JISPL)
Naukri Internet Services Private Limited (NISPL)
Info Edge (India) Mauritius Limited (IEIML)
Allcheckdeals India Pvt. Ltd. (ACDIPL)
Applect Learning Systems Pvt. Ltd. (ALSPL)
Makesense Technologies Pvt. Ltd. (MTPL)
Zomato Media Pvt. Ltd. (Formerly DC Foodiebay Online Services Private
Limited (ZMPL))
Associates
Nogle Technologies Private Limited (NTPL) eTechAces Marketing &
Consulting Pvt. Ltd. (EMCPL)
Ninty Nine Labels Private Limited (99LABELS)
Kinebeo Software Pvt. Ltd. (MYDALA)
Happily Unmarried Marketing Pvt. Ltd. (HUMPL)
Canvera Digital Technologies Private Limited (CDTPL)
Key Management Personnel (KMP) & Relatives
Mr Sanjeev Bikhchandani
Ms Surabhi Bikhchandani (Spouse of Mr. Sanjeev Bikhchandani)
Mr Sushil Bikhchandani (Brother of Mr Sanjeev Bikhchandani)
Mr Hitesh Oberoi
Ms Divya Batra (Sister of Mr. Hitesh Oberoi)
Mr Ambarish Raghuvanshi
Enterprises over which KMP & Relatives have significant influence
Minik Enterprises (Proprietorship concern of Mr. Sushil Bikhchandani)
Oyster Learning ( Proprietorship concern of Ms. Rimy Oberoi) Endevaour
Holding Trust
Independent Directors- Non Executive
Arun Duggal Ashish Gupta Bala Deshpande Naresh Gupta Saurabh Srivastava
Non-Executive Directors
Kapil Kapoor
6. Employee Stock Option Scheme
1. The Company has set up a trust to administer the ESOP scheme under
which SAR/options have been granted to employees. Under this scheme the
employees can purchase equity shares by exercising the SAR/options as
vested at the price specified in the grant. The options granted till
March 31, 2014 have a vesting period of maximum of 3 years from the
date of grant.
2. (A) - In respect of options vested during the year, had the fair
value method been used, the profit for the year would be lower by Rs.
71.24 Million (previous year Rs. 61.29 Million) and the EPS would be
Rs. 11.12 (previous year Rs. 8.80).
7. The Company has received legal notices of claims/lawsuits filed
against it relating to infringement of Intellectual Property Rights
(IPR) in relation to the business activities carried on by it. In the
opinion of the management, no material liability is likely to arise on
account of such claims/law suits.
8. The Company has considered business segment as the primary
segment. The company is primarily in the business of internet based
service delivery operating in four service verticals through web
portals in respective vertical namely Naukri.com for recruitment
related services, Jeevansathi.com for matrimony related services,
99acres.com for real estate related services and Shiksha.com for
education related services. The other activities comprise of placement
search services and real estate broking services. The segment revenues,
results and assets of the other activities do not constitute reportable
segment under Accounting Standard 17 on Segment Reporting and
accordingly no disclosure of business segment information is required
to be disclosed
The geographical segments have been considered for disclosure as the
secondary segment, under which the domestic segment includes sales to
customers located in India and the overseas segment includes sales to
customers located outside India.
9. As at March 31, 2014 the company had Rs. Nil (previous year Rs.
0.12 Million) outstanding with ICICI bank towards unpaid application
money received by the company for allotment of securities and due for
refund and Rs. 0.07 Million (previous year Rs. 0.07 million)
outstanding with Kotak Mahindra Bank & Rs. 0.07 Million (previous year
Rs. 0.02 Million) outstanding with Yes Bank as unclaimed dividend .
These amounts are not available for use by the company and will be
credited to Investor Education & Protection Fund as and when due.
10. The exceptional item in the year ended March 31, 2014 represents
provision for diminution in the carrying value of investment of Rs.
26.01 Million in Nogle Technologies Pvt Ltd. (represented by
investments in equity shares of Rs. 0.01 Million and Preference shares
of Rs. 26.00 Million). The exceptional item in the year ended March 31,
2013 represents provision for diminution in the carrying value of
investment of Rs. 185.05 Million in Ninety Nine Labels Private Limited
(represented by Investments in equity shares of Rs. 53.55 Millions and
Preference shares of Rs. 131.50 Millions), Rs. 0.60 Millions
representing dimunition in the carrying value of investment and Rs.
1.80 Million representing waiving off advance given to Info Edge
(India) Mauritius Limited ( a company which had been initiated
voluntary winding up proceedings during the previous year) and also
loss on sale of debentures (inclusive of accrued interest) Rs. 105.42
Millions held in Ninety Nine Labels Private Limited
11. The company has made long term strategic investments in certain
subsidiaries/associate companies, which are in their initial/developing
stage of operation and would generate growth and returns over a period
of time. These subsidiaries/associates have incurred significant
expenses for building the brand and market share which have added to
the losses of these entities, thereby resulting in erosion of their net
worth as at March 31, 2014. Based on the potential of the business
model of these entities to generate profits, coupled with recent third
party valuations, management is of the opinion that considering the
nature of the industry and the stage of operations of these entities
there is no diminution in carrying value of the investments as compared
to their current net worth and therefore no provision is required at
this stage (other than the investments referred in Note 39 above).
12. Previous year figures have been regrouped/rearranged to confirm to
the current year classification.
Mar 31, 2013
1. General Information
Info Edge (India) Ltd (the company) is a public limited company
domiciled in India and incorporated under the provisions of the
Companies Act, 1956. Its shares are listed on two stock exchanges in
India.
The Company was converted to a public limited company and its name was
changed to Info Edge (India) Limited with effect from April 27, 2006.
2. CAPITAL COMMITMENTS
As on March 31, 2013 there is a capital advance of Rs.58.55 Million
(Previous Year Rs.64.87 Million) outstanding against capital account
contracts. This primarily includes the following:
(i) Rs.58.28 Million (Previous year Rs.60.94 Million) relating to the
project for construction of office building on leasehold land in
respect of which extension for construction based on sanctioned plan
have been taken from the relevant authorities. The management is
alternatively exploring possibilities of sale of the land/ project on a
lump sum basis.
(ii) Rs.0.27 Million towards office equipment ( Previous Year Rs.3.93
Million towards ERP software)
3. Operating Leases where the company is a lessee:
The company has entered into lease transactions mainly for leasing of
office premises for periods between 1 to 11 years. The terms of lease
include terms of renewal, increase in rents in future periods and terms
of cancellation. The operating lease payments recognized in the
Statement of Profit and Loss amount to Rs.172.09 Million (included in
Note 23 - Administration and Other Expenses Rs.171.84 Million and in
Note-19 Employee Benefits Expense Rs.0.25 Million [(Previous Year
Rs.108.38 Million) (included in Note 23 - Administration and Other
Expenses Rs.107.59 Million and in Note 19 - Employee Benefits Expense
Rs.0.79 Million)].
4. (1) Related Party Disclosures A) Names of related parties with
whom transactions were carried out and description of relationship as
identified and certified by the Company as per the requirements of
Accounting Standard - 18 specified in Companies (Accounting Standard)
Rules, 2006 and where control exists for the year ended March 31, 2013:
Subsidiaries
Jeevansathi Internet Services Private Limited ( JISPL)
Naukri Internet Services Private Limited (NISPL)
Info Edge (India) Mauritius Limited (IEIML)
Allcheckdeals India Pvt. Ltd. (ACDIPL)
Applect Learning Systems Pvt. Ltd. (ALSPL)
Makesense Technologies Pvt. Ltd.(MTPL)
Zomato Media Pvt. Ltd. (Formerly DC Foodiebay Online Services Private
Limited (ZMPL))
Associates
Nogle Technologies Private Limited (NTPL) eTechAces Marketing &
Consulting Pvt. Ltd. (EMCPL)
Ninty Nine Labels Private Limited (99LABELS)
Kinobeo Software Private Limited (Mydala)
Happily Unmarried Marketing Pvt. Ltd.(HUMPL)
Canvera Digital Technologies Private Limited (CDTPL)
Key Management Personnel (KMP) & Relatives
Sanjeev Bikhchandani
Surabhi Bikhchandani (Spouse of Sanjeev Bikhchandani)
Sushil Bikhchandani (Brother of Sanjeev Bikhchandani)
Hitesh Oberoi
Divya Batra (Sister of Hitesh Oberoi)
Ambarish Raghuvanshi
Enterprises over which KMP & Relatives have significant influence
Minik Enterprises (Proprietorship concern of Sushil Bikhchandani)
Oyster Learning ( Proprietorship concern of Rimy Oberoi)
Independent Directors- Non Executive
Arun Duggal Ashish Gupta Bala Deshpande Naresh Gupta Saurabh Srivastava
Non-Executive Directors
Kapil Kapoor
5 (2) (1) Related Party Disclosures
A) Names of related parties with whom transactions were carried out and
description of relationship as identified and certified by the Company
as per the requirements of Accounting Standard - 18 specified in
Companies (Accounting Standard) Rules, 2006 and where control exists
for the year ended March 31, 2012:
Subsidiaries
Jeevansathi Internet Services Private Limited ( JISPL)
Naukri Internet Services Private Limited (NISPL)
Info Edge (India) Mauritius Limited (IEIML)
Allcheckdeals India Pvt. Ltd. (ACDIPL)
Applect Learning Systems Pvt. Ltd. (ALSPL)
Associates
DC Foodiebay Online Services Private Limited (DCFOSPL)
Nogle Technologies Private Limited (NTPL) eTechAces Marketing &
Consulting Pvt. Ltd. (EMCPL)
Ninty Nine Labels Private Limited (99LABELS)
Kinobeo Software Private Limited (Mydala)
Key Management Personnel (KMP) & Relatives
Sanjeev Bikhchandani
Surabhi Bikhchandani (Spouse of Sanjeev Bikhchandani)
Sushil Bikhchandani (Brother of Sanjeev Bikhchandani)
Hitesh Oberoi
Rimy Oberoi (Spouse of Hitesh Oberoi)
Divya Batra (Sister of Hitesh Oberoi)
Ambarish Raghuvanshi
Enterprises over which KMP & Relatives have significant influence
Minik Enterprises (Proprietorship concern of Sushil Bikhchandani)
Oyster Learning ( Proprietorship concern of Rimy Oberoi)
Independent Directors- Non Executive
Arun Duggal Ashish Gupta Bala Deshpande Naresh Gupta Saurabh Srivastava
Non-Executive Directors
Kapil Kapoor
6. Employee Stock Option Scheme
The company has set up a trust to administer the ESOP scheme under
which options have been granted to employees. Under this scheme the
employees can purchase equity shares by exercising the options as
vested at the price specified in the grant. The options granted till
March 31st 2013 have a vesting period of maximum of 3 years from the
date of grant.
7. The Company has received legal notices of claims/lawsuits filed
against it relating to infringement of Intellectual Property Rights
(IPR) in relation to the business activities carried on by it. In the
opinion of the management, no material liability is likely to arise on
account of such claims/law suits.
8. The company is primarily in the business of internet based service
delivery operating in four service verticals through web portals in
respective vertical namely Naukri.com for recruitment related services,
Jeevansathi.com for matrimony related services, 99acres.com for real
estate related services and Shiksha.com for education related services.
The other activities comprise of placement search services and real
estate broking services. The segment revenues, results and assets of
the other activities do not constitute reportable segment under
Accounting Standard 17 on Segment Reporting and accordingly no
disclosure is required.
9. The Company had raised Rs.1,704 Million through Initial Public
Offer of Shares (IPO) in the month of November, 2006 by issuance of
5,323,851 equity shares of Rs.10/- each at a premium of Rs.310/- per
share. The full amount of Rs.1,704 Million has been utilised upto the
year ended March 31, 2012 .
10. As at March 31, 2013 the company had Rs.0.12 Million (Previous
Year Rs.0.12 Million) outstanding with ICICI bank towards unpaid
application money received by the company for allotment of securities
and due for refund and Rs.0.07 Million (Previous Year Rs.0.07 million)
outstanding with Kotak Mahindra Bank & Rs.0.02 Million (Previous year
NIL) outstanding with Yes Bank as unclaimed dividend. These amounts are
not available for use by the company and will be credited to Investor
Education & Protection Fund as and when due.
11. The exceptional item in the year ended March 31, 2013 represents
provision for diminution in the carrying value of investment of
Rs.185.05 Million in Ninety Nine Labels Private Limited (represented by
Investments in equity shares of Rs.53.55 Millions and Preference shares
of Rs.131.50 Millions), Rs.0.60 Millions representing dimunition in the
carrying value of investment and Rs.1.80 Million representing waiving
off advance given to Info Edge (India) Mauritius Limited ( a company
which has initiated voluntary winding up proceedings during the year)
and also loss on sale of debentures (inclusive of accrued interest)
Rs.105.42 Millions held in Ninety Nine Labels Private Limited. The
exceptional item in the year ended March 31, 2012 represents provision
for diminution in the carrying value of investment of Rs.3.53 million
in Info Edge (India) Mauritius Limited.
12. The company has made long term strategic investments in certain
subsidiaries/associate companies, which are in their initial stage of
operation and would generate growth and returns over a period of time.
These subsidiaries/associates have incurred significant expenses for
building the brand and market share which have added to the losses of
these entities, thereby resulting in erosion of their net worth as at
March 31, 2013. Based on the potential of the business model of these
entities to generate profits, coupled with recent third party
valuations, management is of the opinion that considering the nature of
the industry and the stage of operations of these entities the
diminution in carrying value of the investments as compared to their
current net worth, is considered to be temporary in nature and
therefore no provision is required at this stage (other than the
investments referred in Note 40 above).
13. Contingent Liability - Claims against the company not acknowledged
as debt -Service tax matters Rs.Nil (Previous Year Rs.4.68 million).
14. Previous year figures have been regrouped/rearranged to confirm to
the current year classification.
Mar 31, 2012
1. General Information
Info Edge (India) Ltd (the company) is a public limited company
domiciled in India and incorporated under the provisions of the
Companies Act, 1956. Its shares are listed on two stock exchanges in
India.
The Company was converted to a public limited company and its name was
changed to Info Edge (India) Limited with effect from April 27, 2006.
a. Terms/Rights attached to equity shares
The company has only one class of equity shares having a par value of Rs
10 per share. Each holder of equity shares is entitled to one vote per
share. The company declares and pays dividend in Indian Rupees. The
dividend proposed by the Board of Directors is subject to the approval
of the shareholders in the ensuing Annual General Meeting.
The company proposes to distribute a dividend of Rs 2/- per share to
equity shareholders in reference to paid up capital as on March 31,
2012. The Board of Directors have approved, subject to the approval of
shareholders of the Company and other regulatory authorities, an issue
of bonus shares in the ratio of 1:1 (i.e. One new equity share for
every one equity share held) to the existing equity shareholders of the
Company. Therefore, the proposed dividend will be Rs 1/- per share, once
the requisite approvals for bonus issue, as stated above are obtained.
In reference to the above, the company proposes to increase the
authorised share capital from existing Rs 600 million to Rs 1200 million
subject to approval of the shareholders.
a. Term Loans from banks are secured by hypothecation of Vehicles
taken on lease.
b. Term loans carry interest rates ranging from 8% to 10%. The loan is
repayable along with interest with in 2 to 3 years from the date of
loan.
Based on information available with the Company, there are no dues to
micro, small and medium enterprises, as defined in Micro, Small and
Medium Enterprises Development Act, 2006 as on March 31, 2012.
* Will be credited to Investor Education and Protection Fund as and
when due
2. CAPITAL COMMITMENTS
1. As on March 31, 2012 there is a capital advance of Rs 64.87 Million
(Previous Year Rs 65.01 Million) outstanding against capital account
contracts. This primarily includes the following:
(i) Rs 60.78 Million (Previous year Rs 60.78 Million) relating to the
project for construction of office building on leasehold land in
respect of which the project for construction has commenced with an
estimated value of contract of Rs 782 Million to be executed on capital
account..
(ii) Rs 3.93 Million (Previous year Rs 3.36 Million) relating to ERP
implementation project with an estimated value of contract of Rs 3.93
Million (Previous year Rs 4.57 Million) to be executed on capital
account.
(iii) Rs 0.16 Million (Previous year Rs 0.87 Million) advanced against
multiple contracts with total estimated value of contracts of Rs 0.16
Million (gross) (Previous year Rs 1.37 Million) (gross)to be executed on
capital account.
3. Operating Leases where the company is a lessee:
The company has entered into lease transactions mainly for leasing of
office premises for periods between 1 to 9 years. The terms of lease
include terms of renewal, increase in rents in future periods and terms
of cancellation. The operating lease payments recognized in the
Statement of Profit and Loss amount to Rs 108.38 Million (included in
Note 23 Ã Administration and Other Expenses Rs 107.59 Million and in
Note-19 Employee Benefits Expense Rs 0.79 Million [(Previous Year
Rs 107.80 Million) (included in Note 23 Ã Administration and Other
Expenses Rs 106.65 Million and in Note 19 Ã Employee Benefits Expense Rs
1.14 Million)].
4. (1) Related Party disclosures
A) names of related parties with whom transactions were carried out and
description of relationship as identified and certified by the Company
as per the requirements of Accounting standard à 18 specified in
Companies (Accounting standard) Rules, 2006 and where control exists
for the year ended March 31, 2012:
Subsidiaries
Jeevansathi Internet Services Private Limited (JISPL)
Naukri Internet Services Private Limited (NISPL)
Info Edge (India) Mauritius Limited (IEIML)
Allcheckdeals India Pvt. Ltd. (ACDIPL)
Applect Learning Systems Pvt. Ltd. (ALSPL)
Associates
DC Foodiebay Online Services Private Limited (DCFOSPL)
Nogle Technologies Private Limited (NTPL)
eTechAces Marketing & Consulting Pvt. Ltd. (EMCPL)
Ninty Nine Labels Private Limited (99LABELS)
Kinobeo Software Private Limited (MYDALA)
Key Management Personnel (KMP) & Relatives
Mr Sanjeev Bikhchandani
Ms Surabhi Bikhchandani (Spouse of Mr. Sanjeev Bikhchandani)
Mr Sushil Bikhchandani (Brother of Mr Sanjeev Bikhchandani)
Mr Hitesh Oberoi
Ms. Rimy Oberoi (Spouse of Mr. Hitesh Oberoi)
Ms. Divya Batra (Sister of Mr. Hitesh Oberoi)
Mr Ambarish Raghuvanshi
Enterprises over which KMP & Relatives have significant influence
Minik Enterprises (Proprietorship concern of Mr. Sushil Bikhchandani)
Oyster Learning ( Proprietorship concern of Ms. Rimy Oberoi)
Independent directors- non executive
Arun Duggal
Ashish Gupta
Bala Deshpande
Naresh Gupta
Saurabh Srivastava
Non-executive directors
Kapil Kapoor
1. Amounts paid to / on behalf of Info Edge Employee Stock Option Trust
during the year are as below:
(a) Dividend paid Rs 0.50 Million
(b) Advances paid (net) Rs (13.43) Million
2. Amount due from Info Edge Employee Stock Option Trust as on March
31, 2012 is Rs 0.03 Million
5 (2) Related Party disclosures
A) names of related parties with whom transactions were carried out and
description of relationship as identified and certified by the Company
as per the requirements of Accounting standard à 18 specified in
Companies (Accounting standard) Rules, 2006 and where control exists
for the year ended March 31, 2011:
Subsidiaries
Jeevansathi Internet Services Private Limited ( JISPL)
Naukri Internet Services Private Limited (NISPL)
Info Edge (India) Mauritius Limited (IEIML)
Allcheckdeals India Pvt. Ltd. (ACDIPL)
Applect Learning Systems Pvt. Ltd. (ALSPL)
Info Edge USA Inc. (IEUI)
eTechAces Marketing & Consulting Pvt. Ltd. (EMCPL)
Associates
DC Foodiebay Online Services Private Limited (DCFOSPL)
Nogle Technologies Private Limited (NTPL)
Key Management Personnel (KMP) & Relatives
Mr Sanjeev Bikhchandani
Ms Surabhi Bikhchandani (Spouse of Mr. Sanjeev Bikhchandani)
Mr Sushil Bikhchandani (Brother of Mr Sanjeev Bikhchandani)
Mr Hitesh Oberoi
Ms. Rimy Oberoi (Spouse of Mr. Hitesh Oberoi)
Ms. Divya Batra (Sister of Mr. Hitesh Oberoi)
Mr Ambarish Raghuvanshi
Enterprises over which KMP & Relatives have significant influence
Minik Enterprises (Proprietorship concern of Mr. Sushil Bikhchandani)
Oyster Learning (Proprietorship concern of Ms. Rimy Oberoi)
Independent Directors-Non executive
Arun Duggal
Ashish Gupta
Bala Deshpande
Naresh Gupta
Saurabh Srivastava
Non-Executive Directors
Kapil Kapoor
1. Amounts paid to / on behalf of Info Edge Employee Stock Option Trust
during the year are as below:
(a) Dividend paid Rs 0.35 Million
(b) Advances paid (net) Rs (6.17) Million
2. Amount due from Info Edge Employee Stock Option Trust as on March
31, 2011 is Rs 13.40 Million.
6. Employee Stock Option Scheme
The company has set up a trust to administer the ESOP scheme under
which options have been granted to employees. Under this scheme the
employees can purchase equity shares by exercising the options as
vested at the price specified in the grant. The options granted till
March 31st 2012 have a vesting period of maximum of 3 years from the
date of grant.
* During the year the company granted 377,600 (Previous Year 222,000)
Stock Appreciation Rights (SAR) with a maximum exercise period of five
years (Previous Year Five Years).
The options outstanding at the end of year had exercise prices in the
range of Rs 10/- to Rs 732/- (Previous Year Rs 10/- to Rs 654/-) and a
weighted average remaining contractual life of 5.41 years (Previous
Year 5.41 years).
In accordance with the above mentioned ESOP Scheme, Rs 14.98 Million
(Previous Year Rs 17.67 Million) has been charged to the Profit and Loss
Account in relation to the options vested during the year ended March
31, 2012 as Employee Stock Option Scheme Compensation.
1. (A) - In respect of options vested during the year, had the fair
value method been used, the profit for the year would be lower by Rs
82.67 Million (Previous year 74.22 Million) and the EPS would be Rs
20.96 (Previous year 14.02).
7. The Company has received legal notices of claims/lawsuits filed
against it relating to infringement of Intellectual Property Rights
(IPR) in relation to the business activities carried on by it. In the
opinion of the management, no material liability is likely to arise on
account of such claims/law suits.
8. The company is primarily in the business of internet based service
delivery operating in four service verticals through web portals in
respective vertical namely Naukri.com for recruitment related services,
Jeevansathi.com for matrimony related services, 99acres.com for real
estate related services and Shiksha.com for education related services.
The other activities comprise of placement search services and real
estate broking services. The segment revenues, results and assets of
the other activities do not constitute reportable segment under
Accounting Standard 17 on Segment Reporting and accordingly no
disclosure is required.
9. As at March 31, 2012 the company had Rs 0.12 Million (Previous Year
Rs 0.12 Million) outstanding with ICICI bank towards unpaid application
money received by the company for allotment of securities and due for
refund and Rs 0.07 Million (Previous Year Rs 0.06 Million) as unclaimed
dividend outstanding with Kotak Mahindra Bank. These amounts are not
available for use by the company and will be credited to Investor
Education & Protection Fund as and when due.
The above amounts exclude company's contribution / provision for
gratuity and leave encashment for the year, which is determined
annually on actuarial basis.
a. State Plans
a) Employer's Contribution to Employee State Insurance
*Included in Contribution to Provident and Other Funds under Employee
Benefits Expense (Refer Note 19)
C. defined benefit Plans
a) Contribution to Gratuity Funds à Life Insurance Corporation of
India, Group Gratuity Scheme
b) Leave Encashment/ Compensated Absences for Employees
Fair Value of Plan Assets as at March 31, 2012 confirmed by LIC is Rs
63.26 Million (Previous Year 46.54 Million)
In respect of leave encashment/compensated absence the present value of
obligation as at March 31, 2012 is Rs 20* Million (Previous Year 19*
Million). The expense recognized in the profit & loss account is Rs 14**
Million (Previous Year Rs 15** Million)
*included in Provision for Employee Benefits Expense (Refer Note 8)
**Included in Staff Welfare and Benefits under Employee Benefits
Expense (Refer Note 19)
10. The exceptional item in the year ended March 31, 2012 represents
provision for diminution in the carrying value of investment of Rs 3.53
million in Info Edge (India) Mauritius Limited. The exceptional item in
the year ended March 31, 2011 represents provision for diminution in
the carrying value of investment of Rs 3.75 million in Info Edge (India)
Mauritius Limited offset by the profit on sale of equity shares of
MakemyTrip Limited, Mauritius amounting to Rs 55.49 million (Rs 37.06
million net of Tax).
11. The company has made long term strategic investments in certain
subsidiaries/associate companies, which are in their initial stage of
operation and would generate growth and returns over a period of time.
These subsidiaries/associates have incurred significant expenses for
building the brand and market share which have added to the losses of
these entities, thereby resulting in erosion of their net worth as at
March 31, 2012. Based on the potential of the business model of these
entities to generate profits, coupled with recent third party
valuations, management is of the opinion that considering the nature of
the industry and the stage of operations of these entities the
diminution in carrying value of the investments as compared to their
current net worth, is considered to be temporary in nature and
therefore no provision is required at this stage (other than the
investments referred in Note 40 above).
12. Contingent Liability - Claims against the company not acknowledged
as debt include demand from the service tax authorities for payment of
service tax of Rs 4.68 million. The company is contesting the demand and
the management believes that its position will likely be upheld in the
appellate process. No tax expense has been accrued in the financial
statements for the tax demand raised. The management believes that the
ultimate outcome of this proceeding will not have a material adverse
effect on the Company's financial position and results of operations.
13. The financial statements for the year ended March 31, 2011 had
been prepared as per the then applicable, pre-revised Schedule VI to
the Companies Act, 1956. Consequent to the notification of Revised
Schedule VI under the Companies Act, 1956, the financial statements for
the year ended March 31,2012 are prepared as per Revised Schedule VI.
Accordingly, the previous year figures have also been reclassified to
conform to this year's classification. The adoption of Revised Schedule
VI for previous year figures does not impact recognition and
measurement principles followed for preparation of financial
statements.
Mar 31, 2011
1. The Company was converted to a public limited company and its name
was changed to Info Edge (India) Limited with effect from April 27,
2006.
2. As on March 31, 2011 there is an advance of Rs.154,236 Thousand
(Previous Year Rs.69,260 Thousand) outstanding against capital account
contracts. This primarily includes the following:
(i) Rs.149,997 Thousand (Previous year Rs.62,286 Thousand) relating to
the project for construction of office building on leasehold land in
respect of which the project for construction has commenced with an
estimated value of contract of Rs.782,000 Thousand to be executed on
capital account.
(ii) Rs.3,358 Thousand (Previous year Rs.6,089 Thousand) relating to
ERP implementation project with an estimated value of contract of
Rs.4,570 Thousand (Previous year Rs.8,682 Thousand) to be executed on
capital account.
(iii) Rs.881 Thousand (Previous year Rs.885 Thousand) advanced against
multiple contracts with total estimated value of contracts of Rs.1,370
Thousand (gross) (Previous year Rs.1,281 Thousand) (gross)to be
executed on capital account.
3. Based on information available with the Company, there are no dues
to micro, small and medium enterprises, as defined in Micro, Small and
Medium Enterprises Development Act, 2006 as on March 31, 2011.
4. Operating Leases where the company is a lessee:
The company has entered into lease transactions mainly for leasing of
office premises for periods between 1 to 9 years. The terms of leas
include terms of renewal, increase in rents in future periods and terms
of cancellation. The operating lease payments recognized in the Profit
& Loss Account amount to Rs.107,796 Thousand (included in Schedule 14 Ã
Administration and Other Expenses Rs.106,654 Thousand and in Schedule
15 Ã Personnel Expenses Rs.1,142 Thousand [(Previous Year Rs.113,487
Thousand) (included in Schedule 14 Ã Administratio and Other Expenses
Rs.112,123 Thousand and in Schedule 15 Ã Personnel Expenses Rs.1,364
Thousand)].
5. The Company is not engaged in either manufacturing or trading of
goods. Accordingly disclosures relating to Quantitative information as
required under Part II of Schedule VI to the Act, with regard to
finished goods / raw materials and components consumed are not
applicable.
6. (1) Related Party Disclosures
A) names of related parties with whom transactions were carried out and
description of relationship as identified and certified by the Company
as per the requirements of Accounting Standard à 18 specified in
Companies (Accounting Standard) Rules, 2006 and where control exists
for the year ended march 31, 2011:
Subsidiaries
Jeevansathi Internet Services Private Limited ( JISPL)
Naukri Internet Services Private Limited (NISPL)
Info Edge (India) Mauritius Limited (IEIML)
Allcheckdeals India Pvt. Ltd. (ACDIPL)
Applect Learning Systems Pvt. Ltd. (ALSPL)
Info Edge USA Inc. (IEUI)
eTechAces Marketing & Consulting Pvt. Ltd. (EMCPL)
Associates
DC Foodiebay Online Services Private Limited (DCFOSPL)
Nogle Technologies Private Limited (NTPL)
Key management Personnel (KmP) & Relatives
Mr Sanjeev Bikhchandani
Ms Surabhi Bikhchandani (Spouse of Mr. Sanjeev Bikhchandani)
Mr Sushil Bikhchandani (Brother of Mr Sanjeev Bikhchandani)
Mr Hitesh Oberoi
Ms. Rimy Oberoi (Spouse of Mr. Hitesh Oberoi)
Ms. Divya Batra (Sister of Mr. Hitesh Oberoi)
Mr Ambarish Raghuvanshi
Enterprises over which KMP & Relatives have significant influence
Minik Enterprises (Proprietorship concern of Mr. Sushil Bikhchandani)
Oyster Learning ( Proprietorship concern of Ms. Rimy Oberoi)
Independent Directors- Non Executive
Arun Duggal
Ashish Gupta
Bala Deshpande
Naresh Gupta
Saurabh Srivastava
Non-Executive Directors
Sandeep Murthy (resigned w.e.f April 30, 2010)
Kapil Kapoor
7 (2) Related Party Transactions for the year ended march 31, 2010
A) names of related parties with whom transactions were carried out and
description of relationship as identified and certified by the Company
as per the requirements of Accounting Standard à 18 specified in
Companies (Accounting Standard) Rules, 2006 and where control exists
for the year ended march 31, 2010:
Subsidiaries
Jeevansathi Internet Services Private Limited ( JISPL)
Naukri Internet Services Private Limited (NISPL)
Info Edge (India) Mauritius Limited (IEIML)
Allcheckdeals India Pvt. Ltd. (ACDIPL)
Info Edge USA Inc.
Associates
eTechAces Marketing & Consulting Pvt. Ltd. (EMCPL)
Applect Learning Systems Pvt. Ltd. (ALSPL)
Key management Personnel (KMP) & Relatives
Mr Sanjeev Bikhchandani
Ms Surabhi Bikhchandani (Spouse of Mr. Sanjeev Bikhchandani)
Mr Sushil Bikhchandani (Brother of Mr Sanjeev Bikhchandani)
Mr Hitesh Oberoi
Ms. Rimy Oberoi (Spouse of Mr. Hitesh Oberoi)
Mr Ambarish Raghuvanshi
Enterprises over which KMP & Relatives have significant influence
Minik Enterprises (Proprietorship concern of Mr. Sushil Bikhchandani)
Oyster Learning (Proprietorship concern of Ms. Rimy Oberoi)
Independent Directors- Non Executive
Arun Duggal
Ashish Gupta
Bala Deshpande
Naresh Gupta
Saurabh Srivastava
Non-Executive Directors
Sandeep Murthy
Kapil Kapoor
8. Employee Stock Option Scheme
The company has set up a trust to administer the ESOP scheme under
which options have been granted to employees. Under this scheme the
employees can purchase equity shares by exercising the options as
vested at the price specified in the grant. The options granted till
March 31, 2011 have a vesting period of maximum of 3 years from the
date of grant.
9. (A) In respect of options vested during the year, had the fair
value method been used, the profit for the year would be lower by
Rs.74,224 Thousand (Previous year 76,939 Thousand) and the EPS would be
Rs.14.02 (Previous year 9.02).
10. The Company has received legal notices of claims/lawsuits filed
against it relating to infringement of Intellectual Property Rights
(IPR) in relation to the business activities carried on by it. In the
opinion of the management, no material liability is likely to arise on
account of such claims/law suits.
11. The company is primarily in the business of internet based service
delivery operating in four service verticals through web portals in
respective vertical namely Naukri.com for recruitment related services,
Jeevansathi.com for matrimony related services, 99acres.com for real
estate related services and Shiksha.com for education related services.
The other activities comprise of placement search services and real
estate broking services. The segment revenues, results and assets of
the other activities do not constitute reportable segment under
Accounting Standard 17 on Segment Reporting and accordingly no
disclosure is required.
12. The Company had raised Rs.1,703,632 Thousand through Initial
Public Offer of Shares (IPO) in the month of November, 2006 by issuance
of 5,323,851 equity shares of Rs.10/- each at a premium of Rs.310/- per
share. The utilisation out of such gross proceeds till March 31, 2011
is as given below. The balance amount of IPO proceeds remains invested
in debt based mutual funds and fixed deposits in banks.
13. As at March 31, 2011 the company had Rs.122 Thousand (Previous Year
Rs.122 Thousand) outstanding with ICICI bank towards unpaid application
money received by the company for allotment of securities and due for
refund and Rs.62 Thousand (Previous Year Rs.46 Thousand) as unclaimed
dividend outstanding with Kotak Mahindra Bank. These amounts are not
available for use by the company and will be credited to Investor
Education & Protection Fund as and when due.
14. Employee benefits
The Company has classified the various benefits provided to employees
as under:
b. State Plans
a) Employers Contribution to Employee State Insurance
C. Defined benefit Plans
a) Contribution to Gratuity Funds à Life Insurance Corporation of
India, Group Gratuity Scheme
b) Leave Encashment/ Compensated Absences for Employees
21 (b) Employee benefits for the previous financial year 2009-10:
The Company has classified the various benefits provided to employees
as under:
A. Defined Contribution Plans
a) Provident Fund
b. State Plans
a) Employers Contribution to Employee State Insurance
C. Defined benefit Plans
a) Contribution to Gratuity Funds à Life Insurance Corporation of India
b) Leave Encashment/ Compensated Absences for Employees
15. Exceptional item in Profit & Loss Account represents provision for
permanent diminution in carrying value of long term investment in Info
Edge (India) Mauritius Limited and the capital gains of Rs.55,487
Thousand (Net of Tax Rs.37,055 Thousand) on account of sale of
investment in equity shares of MakemyTrip, Mauritius.
16. The company has made long term strategic investments in certain
subsidiaries/associate companies, which are in their initial stage of
operation and would generate growth and returns over a period of time.
These subsidiaries/associates have incurred significant expenses for
building the brand and market share which have added to the losses of
these entities, thereby resulting in erosion of their net worth as at
March 31, 2011. Based on the potential of the business model of these
entities to generate profits, coupled with recent third party
valuations, management is of the opinion that considering the nature of
the industry and the stage of operations of these entities the
diminution in carrying value of the investments as compared to their
current net worth, is considered to be temporary in nature and
therefore no provision is required at this stage (other than the
investments referred in Note 23 above).
17. Previous years figures have been regrouped / recast to confirm to
current years presentation.
Mar 31, 2010
1. The Company was converted to a public limited company and its name
was changed to Info Edge (India) Limited with effect from April 27,
2006.
2. As on March 31, 2010 there is an advance of Rs 69,260 Thousand
(Previous Year Rs. 82,942 Thousand) outstanding against capital account
contracts. This primarily includes the following:
(i) Rs. 62,286 Thousand (Previous year Rs. 62,286 Thousand) relating to
the project for construction of office building on leasehold land which
remains outstanding as the project has been delayed. The management
expects to commence this project in the next financial year for which
appropriate permissions for extending the time limit for construction
have been taken from the local development authority.
(ii) Rs. 6,089 Thousand (Previous year Rs. 18,926 Thousand) relating to
ERP implementation project with an estimated value of contract of Rs.
8,682 Thousand (Previous year Rs 25,000 Thousand) (gross) remaining to
be executed on capital account.
(iii) Rs. 885 Thousand (Previous year Rs. 1,730 Thousand) advanced
against multiple contracts with total estimated value of contracts of
Rs. 1,281 Thousand (gross) (Previous year Rs. 2,658 Thousand) (gross)
remaining to be executed on capital account.
3. Based on information available with the Company, there are no dues
to micro, small and medium enterprises, as defined in Micro, Small and
Medium Enterprises Development Act, 2006 as on March 31, 2010.
4. Operating Leases where the company is a lessee:
The company has entered into lease transactions mainly for leasing of
office premises for periods between 1 to 9 years. The terms of lease
include terms of renewal, increase in rents in future periods and terms
of cancellation. The operating lease payments recognized in the Profit
& Loss Account amount to Rs 113,487 Thousand (included in Schedule 13 -
Administration and Other Expenses Rs. 112,123 Thousand and in Schedule
14 - Personnel Expenses Rs 1,364 Thousand [(Previous Year Rs. 111,329
Thousand) (included in Schedule 13 - Administration and Other Expenses
Rs. 108,821 Thousand and in Schedule 14 - Personnel Expenses Rs 2,508
Thousand)].
5. The Company is not engaged in either manufacturing or trading of
goods. Accordingly disclosures relating to Quantitative information as
required under Part II of Schedule VI to the Act, with regard to
finished goods / raw materials and components consumed are not
applicable.
6. (1) Related Party Disclosures
A) Names of related parties with whom transactions were carried out and
description of relationship as identified and certified by the Company
as per the requirements of Accounting Standard à 18 specified in
Companies (Accounting Standard) Rules, 2006 and where control exists
for the year ended March 31, 2010:
Subsidiaries
Jeevansathi Internet Services Private Limited ( JISPL)
Naukri Internet Services Private Limited (NISPL)
Info Edge (India) Mauritius Limited (IEIML)
Allcheckdeals India Pvt. Ltd. (ACDIPL)
Applect Learning Systems Pvt. Ltd. (ALSPL)
Info Edge USA Inc. (IEUI)
Associates
eTechAces Marketing & Consulting Pvt. Ltd. (EMCPL)
Key Management Personnel (KMP) & Relatives
Mr Sanjeev Bikhchandani
Ms Surabhi Bikhchandani (Spouse of Mr. Sanjeev Bikhchandani)
Mr Sushil Bikhchandani (Brother of Mr Sanjeev Bikhchandani)
Mr Hitesh Oberoi
Ms. Rimy Oberoi (Spouse of Mr. Hitesh Oberoi)
Mr Ambarish Raghuvanshi
Enterprises over which KMP & Relatives have significant infl uence
Minik Enterprises (Proprietorship concern of Mr. Sushil Bikhchandani)
Oyster Learning ( Proprietorship concern of Ms. Rimy Oberoi)
Independent Directors- Non Executive
Arun Duggal
Ashish Gupta
Bala Deshpande
Naresh Gupta
Saurabh Srivastava
Non-Executive Directors
Sandeep Murthy Kapil Kapoor
1. Amounts paid to / on behalf of Info Edge Employee Stock Option Trust
during the year are as below:
(a) Dividend paid Rs. 451 Thousand
(b) Advances paid (net) Rs. 3,470 Thousand
7 (2) Related Party Transactions for the year ended 31st March, 2009
A) Names of related parties with whom transactions were carried out and
description of relationship as identified and certifi ed by the Company
as per the requirements of Accounting Standard à 18 specifi ed in
Companies (Accounting Standard) Rules, 2006 and where control exists
for the year ended March 31, 2009:
Subsidiaries
Jeevansathi Internet Services Private Limited ( JISPL) Naukri Internet
Services Private Limited (NISPL) Info Edge (India) Mauritius Limited
(IEIML) Allcheckdeals India Pvt. Ltd. (ACDIPL) Info Edge USA Inc.
Associates
eTechAces Marketing & Consulting Pvt. Ltd. (EMCPL)
Applect Learning Systems Pvt. Ltd. (ALSPL)
Key Management Personnel (KMP) & Relatives
Mr Sanjeev Bikhchandani
Ms Surabhi Bikhchandani (Spouse of Mr. Sanjeev Bikhchandani)
Mr Sushil Bikhchandani (Brother of Mr Sanjeev Bikhchandani)
Mr Hitesh Oberoi
Ms. Rimy Oberoi (Spouse of Mr. Hitesh Oberoi)
Mr Ambarish Raghuvanshi
Enterprises over which KMP & Relatives have significant influence
Minik Enterprises (Proprietorship concern of Mr. Sushil Bikhchandani)
Oyster Learning ( Proprietorship concern of Ms. Rimy Oberoi)
Independent Directors- Non Executive
Arun Duggal
Ashish Gupta
Bala Deshpande
Naresh Gupta
Saurabh Srivastava
Non-Executive Directors
Sandeep Murthy
Kapil Kapoor
8 . Employee Stock Option Scheme
The company has set up a trust to administer the ESOP scheme under
which options have been granted to employees. Under this scheme the
employees can purchase equity shares by exercising the options as
vested at the price specified in the grant. The options granted till
March 31st 2010 have a vesting period of maximum of 3 years from the
date of grant.
9. (A) In respect of options vested during the year, had the fair
value method been used, the profit for the year would be lower by Rs
76,939 Thousand (Previous year 108,038 Thousand) and the EPS would be
Rs 18.04 (Previous year 17.91).
10. The Company has received legal notices of claims/lawsuits filed
against it relating to infringement of Intellectual Property Rights
(IPR) in relation to the business activities carried on by it. In the
opinion of the management, no material liability is likely to arise on
account of such claims/law suits.
11. The company is primarily in the business of internet based service
delivery operating in four service verticals through web portals in
respective vertical namely Naukri.com for recruitment related services,
Jeevansathi.com for matrimony related services, 99acres. com for real
estate related services and Shiksha.com for education related services.
The other activities comprise of placement search services and real
estate broking services. The segment revenues, results and assets of
the other activities do not constitute reportable segment under
Accounting Standard 17 on Segment Reporting and accordingly no
disclosure is required.
12. The Company had raised Rs 1,703,632 Thousand through Initial
Public Offer of Shares (IPO) in the month of November, 2006 by issuance
of 5,323,851 equity shares of Rs. 10/- each at a premium of Rs. 310/-
per share. The utilisation out of such gross proceeds till March 31,
2010 is as given below. The balance amount of IPO proceeds remains
invested in debt based mutual funds and fixed deposits in banks.
13. As at March 31, 2010 the company had Rs 122 Thousand (Previous Year
Rs. 122 Thousand) outstanding with ICICI bank towards unpaid
application money received by the company for allotment of securities
and due for refund and Rs 46 Thousand (Previous Year Rs. 33 Thousand)
as unclaimed dividend outstanding with Kotak Mahindra Bank. These
amounts are not available for use by the company and will be credited
to Investor Education & Protection Fund as and when due.
14. Exceptional item in Profit & Loss Account represents provision for
permanent diminution in carrying value of long term investment in Info
Edge (India) Mauritius Limited.
15. The company has made long term strategic investments in certain
subsidiary/associate companies, which are in their initial stages of
operations and would generate growth and returns over a period of time.
These subsidiaries/associates have incurred significant expenses for
building the brand and market share which have added to the losses of
these entities, thereby resulting in erosion of their net worth. In the
opinion of the management considering the nature of the industry and
the stage of operations of these entities, the diminution in carrying
value of the investments is considered to be temporary in nature and
therefore not considered for any provision at this stage (other than
the investments referred in Note 23 above).
16. Previous years figures have been regrouped / recast to confirm to
current years presentation.
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