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Public Company
Category/sub-category of company
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Details of principal business activities contributing 10% or more of total turnover of company [Table] ..(1)
Unless otherwise specified, all monetary values are in INR
Product/service 1
Principal business activities of company [Axis]
[Member]
01/04/2015
to
31/03/2016
Details of principal business activities contributing 10% or more of total turnover of company [Abstract]
Details of principal business activities contributing 10% or more of total turnover of company
[LineItems]
Percentage to total turnover of company 100.00%
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Details of shareholding pattern of directors and key managerial personnel [Table] ..(1)
Unless otherwise specified, all monetary values are in INR
Directors and key managerial personnel [Axis] Brijesh Agrawal
Shareholding at beginning of year Cumulative shareholding during year
Change in shareholding [Axis]
[Member] [Member]
01/04/2015 01/04/2015
to 31/03/2015 to 31/03/2015
31/03/2016 31/03/2016
Total number of shares held at end of period [shares] 32,13,100 [shares] 32,13,100 [shares] 32,13,100 [shares] 32,13,100
Percentage of total shares held at end of period 35.04% 35.04% 35.04% 35.04%
Total number of shares held at end of period [shares] 32,13,100 [shares] 32,13,100 [shares] 32,13,100 [shares] 32,13,100
Percentage of total shares held at end of period 35.04% 35.04% 35.04% 35.04%
Increase decrease in shareholding during year [shares] 0 [shares] 32,13,100
Percentage increase decrease in
0.00% 35.04%
shareholding during year
Total number of shares held at end of period [shares] 32,13,100 [shares] 32,13,100 [shares] 32,13,100 [shares] 32,13,100
Percentage of total shares held at end of
35.04% 35.04% 35.04% 35.04%
period
Increase decrease in shareholding during year [shares] 0 [shares] 32,13,100
Percentage increase decrease in shareholding
0.00% 35.04%
during year
Total number of shares held at end of period [shares] 32,13,100 [shares] 32,13,100 [shares] 32,13,100 [shares] 32,13,100
Percentage of total shares held at end of period 35.04% 35.04% 35.04% 35.04%
Details of shareholding pattern of directors
and key managerial personnel [Abstract]
Details of shareholding pattern of
directors and key managerial personnel
[LineItems]
Name of directors and key managerial BRIJESH BRIJESH
personnel AGRAWAL AGRAWAL
Increase decrease in shareholding during year [shares] 0 [shares] 32,13,100
Percentage increase decrease in
0.00% 35.04%
shareholding during year
Total number of shares held at end of period [shares] 32,13,100 [shares] 32,13,100 [shares] 32,13,100 [shares] 32,13,100
Percentage of total shares held at end of
35.04% 35.04% 35.04% 35.04%
period
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Details of shareholding pattern of directors and key managerial personnel [Table] ..(2)
Unless otherwise specified, all monetary values are in INR
Directors and key managerial personnel [Axis] Dinesh Chandra Agarwal
Shareholding at beginning of year Cumulative shareholding during year
Change in shareholding [Axis]
[Member] [Member]
01/04/2015 01/04/2015
to 31/03/2015 to 31/03/2015
31/03/2016 31/03/2016
[shares] [shares]
Total number of shares held at end of period [shares] 47,41,600
47,41,600
[shares] 47,41,600
47,41,600
Percentage of total shares held at end of period 51.71% 51.71% 51.71% 51.71%
[shares] [shares]
Total number of shares held at end of period [shares] 47,41,600
47,41,600
[shares] 47,41,600
47,41,600
Percentage of total shares held at end of period 51.71% 51.71% 51.71% 51.71%
Increase decrease in shareholding during year [shares] 0 [shares] 47,41,600
Percentage increase decrease in
0.00% 51.71%
shareholding during year
[shares] [shares]
Total number of shares held at end of period [shares] 47,41,600
47,41,600
[shares] 47,41,600
47,41,600
Percentage of total shares held at end of
51.71% 51.71% 51.71% 51.71%
period
Increase decrease in shareholding during year [shares] 0 [shares] 47,41,600
Percentage increase decrease in shareholding
0.00% 51.71%
during year
[shares] [shares]
Total number of shares held at end of period [shares] 47,41,600
47,41,600
[shares] 47,41,600
47,41,600
Percentage of total shares held at end of period 51.71% 51.71% 51.71% 51.71%
Details of shareholding pattern of directors
and key managerial personnel [Abstract]
Details of shareholding pattern of
directors and key managerial personnel
[LineItems]
Name of directors and key managerial DINESH CHANDRA DINESH CHANDRA
personnel AGARWAL AGARWAL
Increase decrease in shareholding during year [shares] 0 [shares] 47,41,600
Percentage increase decrease in
0.00% 51.71%
shareholding during year
[shares] [shares]
Total number of shares held at end of period [shares] 47,41,600
47,41,600
[shares] 47,41,600
47,41,600
Percentage of total shares held at end of
51.71% 51.71% 51.71% 51.71%
period
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Total number of shares held at end of period [shares] 47,41,600 [shares] 47,41,600 [shares] 32,13,100 [shares] 32,13,100
Percentage of total shares held at end of period 51.71% 51.71% 35.04% 35.04%
Percentage of shares pledged/encumbered
0.00% 0.00% 0.00% 0.00%
to total shares at end of period
Percentage of change in shares held during year 0.00% 0.00%
Total number of shares held at end of period [shares] 47,41,600 [shares] 47,41,600 [shares] 32,13,100 [shares] 32,13,100
Percentage of total shares held at end of
51.71% 51.71% 35.04% 35.04%
period
Total number of shares held at end of period [shares] 47,41,600 [shares] 47,41,600 [shares] 32,13,100 [shares] 32,13,100
Percentage of total shares held at end of period 51.71% 51.71% 35.04% 35.04%
Total number of shares held at end of period [shares] 47,41,600 [shares] 47,41,600 [shares] 32,13,100 [shares] 32,13,100
Percentage of total shares held at end of
51.71% 51.71% 35.04% 35.04%
period
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Percentage of total shares held at end of period 0.33% 0.33% 0.16% 0.16%
Percentage of change in shares held during year 0.00% 0.00%
Details of shareholding of promoters [Abstract]
Details of shareholding of promoters [LineItems]
Dinesh Chandra Agarwal
Shareholders name '(HUF)
Madhu Agarwal
[shares]
Total number of shares held at end of period [shares] 30,000
30,000
[shares] 14,500 [shares] 14,500
Percentage of total shares held at end of period 0.33% 0.33% 0.16% 0.16%
Percentage of shares pledged/encumbered
0.00% 0.00% 0.00% 0.00%
to total shares at end of period
Percentage of change in shares held during year 0.00% 0.00%
[shares]
Total number of shares held at end of period [shares] 30,000
30,000
[shares] 14,500 [shares] 14,500
Percentage of total shares held at end of period 0.33% 0.33% 0.16% 0.16%
[shares]
Total number of shares held at end of period [shares] 30,000
30,000
[shares] 14,500 [shares] 14,500
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
D u e
to absence of profits
during the year under
Disclosure relating to amounts if any which is proposed to carry to any
review, your Company has
reserves not transferred funds to
any reserve during the
current financial
year.
Textual information (3)
Disclosures relating to amount recommended to be paid as dividend [See below]
Textual information (4)
Details regarding energy conservation [See below]
Textual information (5)
Details regarding technology absorption [See below]
Textual information (6)
Details regarding foreign exchange earnings and outgo [See below]
Textual information (7)
Disclosures in directors responsibility statement [See below]
Details of material changes and commitment occurred during period Textual information (8)
affecting financial position of company [See below]
Textual information (9)
Particulars of loans guarantee investment under section 186 [TextBlock] [See below]
Particulars of contracts/arrangements with related parties under section Textual information (10)
188(1) [TextBlock] [See below]
Whether there are contracts/arrangements/transactions not at arm's
No
length basis
Whether there are material contracts/arrangements/transactions at
Yes
arm's length basis
Details of statement indicating manner in which formal
Textual information (11)
annual evaluation made by board of its performance and of its [See below]
committees and individual directors [TextBlock]
Disclosure of extract of annual return as provided under section 92(3) Textual information (12)
[TextBlock] [See below]
Details of change in promoters shareholding [TextBlock]
Details of shareholding pattern of directors and key managerial
personnel [TextBlock]
Disclosure of statement on declaration given by independent directors Textual information (13)
under section 149(6) [TextBlock] [See below]
Disclosure for companies covered under section 178(1) on
Textual information (14)
directors appointment and remuneration including other matters [See below]
provided under section 178(3) [TextBlock]
Disclosure of statement on development and implementation of risk Textual information (15)
management policy [TextBlock] [See below]
T h e
Company, at present, does
Details on policy development and implementation by company on not fall in any of the
corporate social responsibility initiatives taken during year criteria(s) as provided
[TextBlock] under section 135 of the
Companies Act, 2013 and
Rules made there
under.
Textual information (16)
Disclosure as per rule 8(5) of companies accounts rules 2014 [TextBlock] [See below]
Textual information (17)
Disclosure of financial summary or highlights [TextBlock] [See below]
Textual information (18)
Disclosure of change in nature of business [TextBlock] [See below]
Details of directors or key managerial personnels who were Textual information (19)
appointed or have resigned during year [TextBlock] [See below]
Disclosure of companies which have become or ceased to be its
subsidiaries, joint ventures or associate companies during Not Applicable
year [TextBlock]
Details relating to deposits covered under chapter v of companies act Textual information (20)
[TextBlock] [See below]
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Boards Report
Dear Members,
Your Directors are delighted to present the 17thBoard Report on the Business and Operations of the Company together with the Audited
Financial Statement for the year ended March 31, 2016.
FINANCIAL HIGHLIGHTS
The financial performance of the Company for the year ended on 31st March, 2016 is as follows:
'Amount In Lac'
Standalone Consolidated
Deferred Revenue
22,210.64 16,204.17 22284.93 16,223.45
(including advances from Customers)
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
REVIEW OF OPERATIONS
During the year under review, your company achieved revenue from operations of Rs. 24,624.52 Lacs as compared to Rs. 17,289.05 Lacs last
year, resulting in a growth of 42.43%. In addition to recognized revenue the Company has deferred revenue of Rs. 22,210.64 Lacs at the end of
the year. There has been no change in the nature of business during the reporting period.
There has been no change in the nature of business during the period under review and there have been no material changes and commitments
occurred between the end of financial year to which financial statements relates and the date of this report which may affect the financial
position of the Company.
SHARE CAPITAL
During the Financial Year 2015-16 the Authorised Share Capital of the Company was re-classified and increased to Rs. 86,22,04,884 (Rupees
Eighty Six Crore Twenty Two Lacs Four Thousand Eight Hundred Eighty Four) divided into 2,00,00,000 (Two Crore) Equity Shares of Rs.
10/- (Rupees Ten Only) each and 14,93,903 (Fourteen Lacs Ninety-Three Thousand and Nine Hundred Three) 0.01 % Cumulative Preference
Shares of Rs 328/- (Rupees Three Hundred Twenty-Eight only) each and 17,22,047 (Seventeen Lacs Twenty Two Thousand and Forty Seven)
Compulsory Convertible Preference Shares of Rs. 100/- (Rupees Hundred only) each.
During the financial year the Company issued and allotted Series B Compulsory Convertible Preference Sharesof Rs. 100/- each amounting to
Rs. 132.60 Crores (including premium)under Private Placement mode pursuant to Section 42, 55 and 62(1)(c) of Companies Act, 2013.
DIVIDEND
Due to absence of profits during the year under review, your Directors have not recommended any dividend on equity shares for the Financial
Year 2015-16.
TRANSFER TO RESERVES
Due to absence of profits during the year under review, your Company has not transferred funds to any reserve during the current financial year.
FIXEDDEPOSITS
The Company does not accept any fixed deposits and it does not have any amount of principal or interest outstanding to be paid as on the date of
Balance Sheet.
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or investments
or guarantee or security is proposed to be utilized by the recipient are provided in Note No. 11&13 to the Financial Statements.
During the year, the Board of Directors (the Board) reviewed the affairs of its subsidiaries. In accordance with Section 129(3) of the
Companies Act, 2013, your Company has prepared the Consolidated Financial Statements of the Company and all its subsidiaries, which form
part of the Annual Report.
Tolexo is an online marketplace platform which makes it easier for millions of businesses, from small to large, to buy & sell goods online, by
providing technology & services that enable selection, payments, customer support & fulfillment - all as an integrated experience. By virtue of
being 100% subsidiary of IndiaMART, it leverages the existing buyer & seller networks and has built the largest collection of 1,000,000+
products in a short span. It has already served customers from more than 900 cities & towns across India.
During the year under review Tolexo earned revenue of INR 469.15 Lakhs from its operation against INR 26.53 Lakhs for Financial Year
2014-15. The Company incurred losses of INR 7293.66 Lakhs for the Financial Year under review versus INR 1291.52 Lakhs for last Financial
Year.
Ten Times Online Private Limited- Incorporated on February 26, 2014, it is currently engaged in the business of operating www.10times.com,
a web aggregator for business events, conferences and trade shows. During the year under the review, its revenue from operation was Rs. 364.76
Lakhs and Net Profit after taxation was Rs. 17.18 Lakhs.
Tradezeal International Private Limited incorporated on May 31, 2005. The Company is engaged in business of providing domestic trade &
international business facilitation services.During the year under the review, its revenue from operation was Rs. 2.14Lakhs and Net Losses after
taxation was Rs. 0.07 Lakhs.
Hello Trade Online Private Limited- The Company havent commenced any business activity as of yet.
A statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended as
Annexure -1 to this Report. Further, the Company doesnt have any Joint Ventures or Associate Companies, hence no information in this
regard required to be furnished.
All related party transactions that were entered into during the financial year under review were on arms length basis and in the ordinary course
of business. There were few significant related party transactions made by the Company with other related parties. The particulars of contracts or
arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, as prescribed in Form AOC-2 of the rules prescribed
under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure -2 to this Report
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
PARTICULARS OF EMPLOYEES
A statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of
Rs. 60 Lakhs or more, or employed for part of the year and in receipt of Rs. 5 lakhs or more a month, in accordance with the provisions of
Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & Rule 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is enclosed as Annexure 3 to this Report.
BOARD DIVERSITY
The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage
differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity,
race and gender, which will help us retain our competitive advantage. Your Board comprises of experts in the field of Finance, Corporate
Governance excellence, People Management and Leadership skills. Your Company has also appointed a Woman Director on the Board.
NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR INCULDING THE ATTENDANCE OF DIRECTORS
The Board met six (6) times during the financial year under review on April 30, 2015, June 8th 2015, July 25th 2015, October 28th 2015,
January 16th 2016, and January 28th 2016.
The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 read with the Para 2.1 of the
Secretarial Standards -1.
The Details regarding Attendance of Directors of the Company in the above Board Meetings are as follows:
Sl. No. Name Designation &Category No. of Meeting Attended during the year ended March 31, 2016
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
The policy of the Company on Directors' appointment and remuneration, including criteria for determining qualifications, positive attributes,
independence of a Director and other matters provided under Sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board
in its Board Meeting held on January 27,2015, is appended as Annexure 4 to this report. The remuneration paid to the Directors, Key
Managerial Personnel and other employees is in accordance with the provisions of such policy and the Companies Act, 2013.
The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013 confirming
that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with the Schedules and Rules made
there under.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, the Board is required to monitorand review the Board evaluation framework. The
Annual PerformanceEvaluation is conducted for all Board Members as wellas the working of the Board and its Committees. Thisevaluation is
led by the Chairman of the Board and Nomination and RemunerationCommittee with specific focus on the performance and effective
functioning of theBoard. The evaluation process also considers the time spentby each of the Board Member, core competencies,
personalcharacteristics, accomplishment of specific responsibilitiesand expertise. The Board evaluation is conducted throughquestionnaire
having qualitative parameters and feedbackbased on ratings. The outcome of the Board evaluation for financial year 2015-16 was discussed by
the Nomination and Remuneration Committeeand the Board at their meeting held in May 2016.
Every new Independent Director of the Board attends an orientation program. To familiarize the new inductees with the strategy, operations and
functions of our Company, the Executive Directors / Senior Managerial Personnel make presentations to the inductees about the Company's
strategy, operations, policies, product and service offerings, markets, software delivery, organization structure, finance, human resources,
technology, quality, facilities and risk management. Since there were no Independent Directors inducted on the board during the financial year
no such trainings were conducted.
Induction
Mr. Dhruv Prakash was appointed as Additional Director by the Board w.e.f October 28, 2015, who shall hold office upto the ensuing Annual
General Meeting where his candidature is subject to regularization in the meeting.
RESIGNATIONS &APPOINTMENT
- Mr. Dhruv Prakash appointed as Additional Director w.e.f. October 28, 2015. Our Directors recommend the appointment of Mr. Dhruv Prakash
as Director of the Company.
- Mr. Brijesh Agrawal resigned as Chief Financial Officer w.e.f. April 30, 2015 and Mr. Prateek Chandra was appointed as Chief Financial
Officerw.e.f. April 30, 2015 in his place.
- Ms. Neha Mittal was appointed as Company Secretary w.e.f. April 30, 2015 in terms of section 203 of the Companies Act, 2013. However, she
has resigned as Company Secretary w.e.f. June 2, 2015and Mr. Anil Dwivedi was appointed as Company Secretary in her place w.e.f. July 25,
2015.
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
AUDIT COMMITTEE:
The Company has constituted an Audit Committee in accordance with the provisions of Section 177 of the Companies Act, 2013 and that the
composition of the Audit Committee as on the date of this report is as under:
During the year under review Mr. Dinesh Chandra Agarwal, resigned from the Committee and Mr. DhruvPrakash ,non executive Director was
inducted in the Committee w.e.f. October 28, 2015.
The Audit Committee met (4) times during the financial year under review on April 30th 2015, July 25th, 2015, October 28th 2015 and January
28th 2016.
Sl. No. Name Designation & Category No. of Meeting Attended during the year ended March 31, 2016
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
The terms of reference for the Audit Committee were adopted by the Board in its Board Meeting held on January 27, 2015 are as per Section 177
of the Companies Act, 2013.
The Board has accepted all the recommendations of the Audit Committee, as applicable.
The Company has constituted a Nomination & Remuneration Committee in accordance with the provisions of Section 178 of the Companies
Act, 2013 and that the composition of the Nomination and Remuneration Committee as on the date of this report is as under:
During the year under review Mr. M.K. Chouhan, resigned from the Committee and Mr. Dhruv Prakash, Non-Executive Director was inducted
in the Committee.
The Nomination & Remuneration Committee met four times during the financial year under review on April 30th 2015, June 8th 2015, July
25th 2015 and October 12th 2015.
Sl. No. Name Designation & Category No. of Meeting Attended during the year ended March 31, 2016
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
The Roles and Responsibility of Nomination and Remuneration Committee is as per Section 178 of the Companies Act, 2013.
The Nomination and Remuneration Committee has framed the Nomination and Remuneration Policy which includes criteria for determining
qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Companies Act, 2013. The
copy of the Policy is appended as Annexure A to this Report.
The Board has constituted a Series B Management Committee of the Directors for the purpose of closing of activities of Series B Preference
Share Subscription Agreement and Amended and Restated Shareholders Agreement both dated January 15, 2016, including the allotments,
stamping of shares and filing the same with respective authorities and any other matter incidental thereto in its meeting held on January 16, 2016
for the purpose of taking necessary actions for the closing activities of Series B Share Subscription Agreement and Amended and Restated
Shareholders Agreement both dated January 15, 2016. The members of the Series B Management Committee are:
The Series B Management Committee met two (2) times during the financial year under review on January 29, 2016 and February 05, 2016.
The Company has constituted an Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal), Act, 2013 and the Complaints Committee will comprise of the Five Members out of which three members are women as on the
date of this report.
The Internal Complaint Committee has framed the Prevention of Sexual Harassment of Women at Workplace Policy. The following is a
summary of sexual harassment complaints received and disposed-off during period under review:
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
No. of Workshops or awareness programs against sexual harassment carried out: One program
Your Company has always believed in motivating employees and rewarding them for their continuous hard work, dedication and support, which
has led the Company on the growth path. The detail of the employee Stock Options is attached as Annexure 5 to this Report.
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby confirmed that:
a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;
b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profits and loss of the Company
for the year ended March 31 , 2016.
c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 and the Companies Act, 1956, to the extent applicable, for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
d) the annual accounts have been prepared on a going concern basis. and
e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and
were operating effectively.
AUDITORS
Internal Auditors
The Internal Auditors, Deloitte Haskin & Sells, Chartered Accountants, have conducted the internal audits periodically. Significant observations,
if any, and follow-up actions thereon are reported by the Internal Auditors to the Audit Committee. The Audit Committee reviews the adequacy
and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations including those
relating to strengthening the Companys risk management policies and systems.
Secretarial Auditor
M/s. Sanjay Grover & Associates, Practicing Company Secretary were appointed to conduct the Secretarial Audit of the Company for the
Financial Year 2015-2016, as required under Section 204 of the Companies Act and Rules made thereunder. The Secretarial Audit Report for
Financial Year 2015-2016 is attached as Annexure 6 to this Report. The report of Secretarial Auditors is self-explanatory and therefore do not
require further explanation or comments.
Statutory Auditors
At the 15th Annual General Meeting of the Company held on September 5, 2014, S.R. Batliboi & Associates, LLP were appointed as Statutory
Auditors of the Company to hold office till the conclusion of 20th Annual General Meeting of the Company, as recommended by the Audit
Committee and subject to the ratification of shareholders at every general meeting. Therefore, the ratification in respect with the appointment of
M/s S. R. Batliboi & Co LLP, Chartered Accountants as the Statutory Auditors of the Company is proposed for the approval of shareholders in
the Notice of 17th Annual General Meeting of the Company.
50
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
The Auditors Report on Standalone and Consolidated Financial Statements which comprise the Balance Sheet as at March 31, 2016, the
Statement of Profit and Loss and Cash Flow Statement for the year then ended are self-explanatory and therefore do not call for any further
explanations or comments.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS
The Company's internal control systems are supplemented by an extensive internal audit program conducted by an independent professional
agency. The internal control system is designed to ensure that all financial and other records are reliable for preparing financial statements and
for maintaining accountability of assets. During the year, such controls were tested and no reportable material weaknesses in controls were
observed.
In accordance with Section 134(3) (a) of the Companies Act 2013, an extract of the Annual Return in the prescribed Form No.MGT 9 is
appended as Annexure 7to the Boards Report.
The Company, at present, does not fall in any of the criteria(s) as provided under section 135 of the Companies Act, 2013 and Rules made there
under.
VIGIL MECHANISM
The Company, at present, does not fall in any of the criteria(s) as provided under section 177 (9) of the Companies Act, 2013 and Rules made
there under.
The Company has the Risk Management Policy in place which identifies elements of risk, if any, which in the opinion of the Board may threaten
the existence of the Company. The Audit Committee and the Board of Directors of the Company periodically review the risks involved in the
Company from time to time and take appropriate measures with in time to minimize the same.
No orders have been passed by any Regulators or Courts or Tribunals which has been received by the Company which can have impact on the
going concern status and the Companys operation in future.
DISCLOSURE UNDER SECTION 43(A)(II) & SECTION 54(1)(D) OF THE COMPANIES ACT, 2013
During the financial year under review, the Company has not issued any shares with differential voting rights and sweat equity shares and hence,
no information as required under Section 43(a)(ii) & Section 54(1)(d) of the Companies Act, 2013 read with applicable rules is required to be
disclosed.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m)
of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is attached as Annexure 8 to this Report.
51
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
ACKNOWLEDGEMENT
The Board of Directors of the Company take on record their sincere appreciation to the contributions made by the employees through their hard
work, dedication, competence, support and co-operation towards the success of your Company. Last but not the least, your Directors are also
thankful for consistent co-operation and assistance received from its investors, business associates, customers, vendors, bankers, regulatory and
government authorities.
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures as on March 31, 2016
Part A: Subsidiaries
(Amount in
Lacs)
S.No 1 2 3 4
Tolexo Tradezeal
Online Pvt. Ten Times International Pvt. Hello Trade
1 Name of the subsidiary
52
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Reporting period for the subsidiary concerned, if different from the Same as of Same as of Same as of Same as of
2
holding company's reporting period Holding Co. Holding Co. Holding Co. Holding Co.
Reporting currency and Exchange rate as on the last date of the relevant Indian
3 Indian Rupees Indian Rupees Indian Rupees
Financial year in the case of foreign subsidiaries. Rupees
9 Investments - - - -
14 Proposed Dividend - - - -
Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures
S.No. 1 2
53
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
No. NA NA
Extend of Holding % NA NA
Considered in Consolidation NA NA
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
The Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1)
of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto.
1. Details of contracts or arrangements or transactions not at arms length basis: There are no contracts or arrangements or transactions entered
into during the year ended March 31, 2016 which were not at arms length basis.
The details of material contracts or arrangement or transactions at arms length basis for the year ended March 31, 2016 are as follows:-
54
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
ii) Mr. Dhruv Prakash A Non-Executive Director on the Board of the Company.
iii) Tolexo Online Private Limited- Wholly owned subsidiary of the Company
i) Mansa Enterprises Private Limited Rent Agreement dated November 22, 2013 and August 31, 2015. By virtue of both the Rent Agreements,
the Company acquired the right to use and possess the property bearing number E-75, Sector 63, Noida 201301.
ii) Training Fees Paid to Mr. Dhruv Prakash - Service Agreement dated December 01, 2011 with Mr. Dhruv Prakash, the Non-Executive
Director.
iii)Tolexo Online Private Limited- Memorandum of Understanding (MOU) dated April 30, 2015 entered between the Company and Tolexo
Online Private Limited for providing bulk Online Traffic Services, Buy Leads Services and other related services to Tolexo Online Private
Limited.
i) Mansa Enterprises Pvt. Ltd. - Rent Agreement dated November 22, 2013 is for a period of 9 years commencing from November 01, 2013 and
Rent agreement dated August 31, 2015 is for a period of 9 years commencing from September 01, 2015.
ii) Service Agreement - The said Arrangement is valid for the period of 5 years starting from December 01, 2011.
iii) Tolexo Online Private Limited-Memorandum of Understanding (MOU) is valid from April 30, 2015 and will remain in force unless
terminated earlier in accordance with the following provisions of MOU:
(i) IndiaMART may at any time terminate this MOU, without assigning any reason, by written notice of not less than 30 days to Tolexo; and
(ii) Tolexo may at any time terminate this MOU, without assigning any reason, by written notice of not less than 30 days to the IndiaMART; and
The termination of this MOU shall not affect any of the rights or obligations that may have accrued or arisen to a Party prior to such termination.
(d) Salient terms of the contracts or arrangements or transactions including the value, if any:
i) Mansa Enterprises Private Limited Rent under Agreement dated November 22, 2013 Rs. 2,00,000/- per month subject to an escalation of
15% after every three years; Rent under Agreement dated August 31, 2015 Rs. 2,30,000 per month subject to an escalation of 15% after every
three years.
ii) Service Agreement Mr. Dhruv Prakash need to devote at least 2 days in a month in providing executive coaching to the Top Managerial
Executives. In consideration, he shall be paid Rs. 75,000 for every day of coaching apart from the reimbursement of the expenses.
iii) Tolexo Online Private Limited The Company will provide the following services to Tolexo Online Private Limited as below stated: -
a) Emailing: - IndiaMART will facilitate email IDs for all Tolexos employees and will Rs.90 per email ID per month from Tolexo for the
same.
55
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
b) Traffic Services: - IndiaMART will provide online traffic service to Tolexo and will charge Rs.5/Click from Tolexo.
c) Buy Lead Services-IndiaMART will sell buy lead to Tolexo and will charge Rs. 100/- per lead.
(e) Date(s) of approval by the Board, if any: April 30, 2014 & April 30, 2015.
Information as per Rule 5(2) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as on
March 31, 2016
Previous
Name of Gross % of
Educational Age Employment Nature of
the Designation Remuneration Date of Joining Exp. (Yrs) Equity
Qualification (Yrs) and Employment
Employees paid (in Lakhs) Shares
designation
Miebach
56
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Brijesh Whole Time Rs. 194.88 PGDBM, Since Inception 18 39 Logistics Permanent 35.04%
Agrawal Director Management Gmbh ,
Bangalore
National Head -
*Vinita
Human Rs. 56.74 B.Sc &
TikooKaul
Resources
Religare
October 24, Enterprises
M.B.A. 18 44 Permanent -
2013 Limited, Bharti
Airtel
The Board of Directors of IndiaMART InterMESH Limited (the Company) constituted the Nomination, and Remuneration Committee at the
Meeting held on January 27, 2015 with immediate effect, in compliance with the Companies Act, 2013.
1. OBJECTIVE
The Nomination and Remuneration Committee and its Policy are in compliance with Section 178 of the Companies Act, 2013 read along with
the applicable rules thereto. The Key Objectives of the Committee would be:
1.1 To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.
57
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
1.2. To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board.
1.3. To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.
1.4. To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and
achievement relating to the Companys operations.
1.5. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive
advantage.
1.7. To develop a succession plan for the Board and to regularly review the plan.
2. DEFINITIONS
2.1. Act means the Companies Act, 2013 and Rules framed there under, as amended from time to time.
2.5. Senior Management means personnel of the company who are one level below the Board.
3. ROLE OF COMMITTEE
3.1. Matters to be dealt with, perused and recommended to the Board by the Nomination and Remuneration Committee
3.1.1. Formulate the criteria for determining qualifications, positive attributes and independence of a director.
58
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
3.1.2. Identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management
positions in accordance with the criteria laid down in this policy.
3.1.3. Recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel.
3.2. Policy for appointment and removal of Director, KMP and Senior Management
a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director,
KMP or at Senior Management level and recommend to the Board his / her appointment.
b) A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The
Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the
concerned position.
c) The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years.
Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by
passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of
appointment beyond seventy years.
The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not
exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.
b) Independent Director:
-An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for
re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.
- No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment
after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period
of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly. However, if a person who
has already served as an Independent Director for 5 years or more in the Company as on October 1, 2014 or such other date as may be
determined by the Committee as per regulatory requirement; he/ she shall be eligible for appointment for one more term of 5 years only.
- At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is
restricted to seven listed companies as an Independent Director and three listed companies in case such person is serving as a Whole-time
Director of a listed company or such other number as may be prescribed under the Act.
3.2.3. Evaluation
The Committee shall carry out evaluation of performance of every Director and KMP at regular interval (yearly).
3.2.4. Removal
59
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, rules and regulations there under, the Committee
may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the
provisions and compliance of the said Act, rules and regulations.
3.2.5. Retirement
The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the
Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or
otherwise even after attaining the retirement age, for the benefit of the Company.
3.3. Policy relating to the Remuneration for the Whole-time Director, KMP and Senior Management Personnel
3.3.1. General:
a) The remuneration / compensation / commission etc. to the Whole-time Director, KMP and Senior Management Personnel will be determined
by the Committee and recommended to the Board for approval. The remuneration / compensation / commission etc. shall be subject to the
prior/post approval of the shareholders of the Company and Central Government, wherever required.
b) The remuneration and commission to be paid to the Whole-time Director shall be in accordance with the percentage / slabs / conditions laid
down in the Articles of Association of the Company and as per the provisions of the Act.
c) Increments to the existing remuneration/ compensation structure may be recommended by the Committee to the Board which should be within
the slabs approved by the Shareholders in the case of Whole-time Director.
d) Where any insurance is taken by the Company on behalf of its Whole-time Director, Chief Executive Officer, Chief Financial Officer,
Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be
treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such
insurance shall be treated as part of the remuneration.
3.3.2. Remuneration to Whole-time / Executive / Managing Director, KMP and Senior Management Personnel:
a) Fixed pay:
The Whole-time Director/ KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may be approved by the
Board on the recommendation of the Committee. The breakup of the pay scale and quantum of perquisites including, employers contribution to
Pension Fund, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board/ the Person authorized by the Board
on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.
b) Minimum Remuneration:
If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Whole-time
Director in accordance with the provisions of Schedule V of the Act and rules made there under and if it is not able to comply with such
provisions, with the previous approval of the Central Government.
If any Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed
under the Act or without the prior sanction of the Central Government, where required, he / she shall refund such sums to the Company and until
such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by
the Central Government.
60
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
a)Remuneration / Commission:
The remuneration / commission shall be fixed as per the slabs and conditions mentioned in the Articles of Association of the Company and the
Act.
b)Sitting Fees:
The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board of Committee thereof.
Provided that the amount of such fees shall not exceed Rs. One Lac per meeting of the Board or Committee or such amount as may be prescribed
by the Central Government from time to time.
c) Commission:
Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the profits of the
Company computed as per the applicable provisions of the Act.
d)Stock Options:
An Independent Director shall not be entitled to any stock option of the Company.
4. MEMBERSHIP
4.1 The Committee shall consist of a minimum 3 non-executive directors, majority of them being Independent Directors.
4.2 Minimum two (2) members shall constitute a quorum for the Committee meeting.
4.4 Term of the Committee shall be continued unless terminated by the Board of Directors.
5. CHAIRMAN
5.2 Chairperson of the Company may be appointed as a member of the Committee but shall not be a Chairman of the Committee.
5.3 In the absence of the Chairperson, the members of the Committee present at the meeting shall choose one amongst them to act as
Chairperson.
5.4 Chairman of the Nomination and Remuneration Committee meeting could be present at the Annual General Meeting or may nominate some
other member to answer the shareholders queries.
6. FREQUENCY OF MEETINGS
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
The meeting of the Committee shall be held at such regular intervals as may be required.
7.1 A member of the Committee is not entitled to be present when his or her own remuneration is discussed at a meeting or when his or her
performance is being evaluated.
7.2 The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee.
8. SECRETARY
The Company Secretary of the Company shall act as Secretary of the Committee.
9. VOTING
9.1 Matters arising for determination at Committee meetings shall be decided by a majority of votes of Members present and voting and any
such decision shall for all purposes be deemed a decision of the Committee.
9.2 In the case of equality of votes, the Chairman of the meeting will have a casting vote.
10.1 Ensuring that there is an appropriate induction in place for new Directors and members of Senior Management and reviewing its
effectiveness;
10.2 Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment in accordance with the
Guidelines provided under the Act;
10.3Identifying and recommending Directors who are to be put forward for retirement by rotation.
10.4 Determining the appropriate size, diversity and composition of the Board;
10.5 Setting a formal and transparent procedure for selecting new Directors for appointment to the Board;
10.6 Developing a succession plan for the Board and Senior Management and regularly reviewing the plan;
10.6 Evaluating the performance of the Board members and Senior Management in the context of the Companys performance from business
and compliance perspective;
10.7 Making recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including
the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their
service contract.
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
10.8 Delegating any of its powers to one or more of its members or the Secretary of the Committee;
11.1 to consider and determine the Remuneration Policy, based on the performance and also bearing in mind that the remuneration is reasonable
and sufficient to attract retain and motivate members of the Board and such other factors as the Committee shall deem appropriate.
11.2 to approve the remuneration of the Senior Management including key managerial personnel of the Company maintaining a balance between
fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company.
11.3 to delegate any of its powers to one or more of its members or the Secretary of the Committee.
11.5 Professional indemnity and liability insurance for Directors and senior management.
Proceedings of all meetings must be maintained and signed by the Chairman of the Committee at the subsequent meeting. Minutes of the
Committee meetings will be tabled at the subsequent Board and Committee meeting.
INTRODUCTION
The Company conducts its operations under the directions of Board of Directors within the framework laid down by various statutes, more
particularly by the Companies Act, 2013, the Articles of Association, and policies formulated by the Company for its internal execution. The
Companys Board of Directors is dedicated to act in good faith; exercise their judgment on an informed basis, in the best interest of the company
and its stakeholders. Accordingly, the present policy for performance evaluation is being put into place in accordance with the requirements of
section 178 of the Companies Act, 2013 which provides for a policy to be formulated and recommended to the Board, setting the criteria, based
on which the performance of each and every director including the performance of the Board as a whole shall be assessed by the Board of
Directors of the Company. Such an evaluation procedure will provide a fine system of checks and balances on the performance of the directors
and will ensure that they exercise their powers in a rational manner.
The Act, under clause VIII of Schedule IV, casts an obligation on part of the board of directors for evaluating the performance of independent
directors. All the directors on the board of a company, except the independent director whose performance is being evaluated, will assess the
performance of the independent director. Accordingly, a report of performance evaluation of each independent director of the company would be
prepared, which would determine whether to extend or continue the term of appointment of the concerned independent director or not.
63
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
With an aim to maintain an energized, proactive and effective Board, the Board is committed to a continuing process of recommending and
laying down the criteria to evaluate the performance of the entire Board of the Company.
As one of the most important functions of the Board of Directors is to oversee the functioning of Companys top management, this Board
Performance Evaluation process aims to ensure individual directors (Directors) and the Board of Directors of the Company (Board) as a
whole work efficiently and effectively in achieving their functions. This policy aims at establishing a procedure for conducting periodical
evaluation of its own performance and of its committees and individual directors. Hence it is important that every individual Board Member
effectively contributes in the Board deliberations.
The overall effectiveness of the Board shall be measured on the basis of the ratings obtained by each Director and accordingly the Board shall
decide the Appointments, Re-appointments and Removal of the non-performing Directors of the Company. For this reason, based on the fore
stated criteria of evaluation the remuneration of the Directors and Key Managerial Personnel shall be determined and reviewed from time to
time.
It shall be the duty of the Board, who shall be supported by the Management to organize the evaluation process and accordingly conclude the
steps required to be taken. The evaluation process will be used constructively as a system to improve the directors and committees
effectiveness, to maximize their strength and to tackle their shortcomings.
The Board of Directors shall undertake the following activities on an annual basis:
I. Review the various strategies of the Company and accordingly set the performance objectives for directors, in consistency with varying nature
and requirements of Companys business.
II. The Board as a whole shall discuss and analyze its own performance during the year together with suggestions for improvement thereon,
pursuant to the performance objectives.
In conformity with the requirement of the Act, the performance evaluation of all the directors shall be done by the entire Board of Directors,
excluding the director being evaluated.
Independent Directors are duty bound to evaluate the performance of non - independent directors and board as a whole. The independent
directors of the Company shall hold at least one meeting in a year to review the performance of the non- independent directors, performance of
chairperson of the Company and board as a whole, taking into account the views of executive directors and non-executive directors.
EVALUATION FACTORS
The Board of Directors shall pay regards to the following parameters for the purpose of evaluating the performance of a particular director:
In respect of each of the evaluation factors, various aspects have been provided to assist with the evaluation process in respect of performance of
Board itself, and of its committees and individual directors as, such evaluation factors may vary in accordance with their respective functions
and duties.
Evaluation of Independent Director shall be carried on by the entire Board in the same way as it is done for the Executive Directors of the
Company except the Director getting evaluated
Appraisal of each Director of the Company shall be based on the criteria as mentioned herein below.
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Rating Scale
Performance Rating
Satisfactory 1
Not Satisfactory 0
The Company has chosen to adopt the following Board Performance Evaluation Process:
INDEPENDENT DIRECTORS
Some of the specific issues and questions that should be considered in a performance evaluation of Independent Director, in which the concerned
director being evaluated shall not be included, are set out below:
7 Timely inputs on the minutes of the meetings of the Board and Committee's, if any
65
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Some of the specific issues and questions that should be considered in a performance evaluation of Chairperson/Non-Independent Director /
Executive Director by Independent Directors, in which the concerned director being evaluated shall not be included, are set out below:
1 Leadership initiative
7 Timely inputs on the minutes of the meetings of the Board and Committee, if any
BOARD OF DIRECTORS
Some of the specific issues and questions that should be considered in a performance evaluation of the entire Board by Independent Directors,
are set out below:
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
1.
The Board of Directors of the company is effective in decision making.
2. The Board of Directors is effective in developing a corporate governance structure that allows and encourages the
Board to fulfill its responsibilities.
3. The Companys systems of control are effective for identifying material risks and reporting material violations of
policies and law.
4.
The Board reviews the organizations performance in carrying out the stated mission on a regular basis.
5.
The Board of Directors is effective in providing necessary advice and suggestions to the companys management.
6.
Is the board as a whole up to date with latest developments in the regulatory environment and the market?
7. The information provided to directors prior to Board meetings meets your expectations in terms of length and level of
detail.
8. Board meetings are conducted in a manner that encourages open communication, meaningful participation, and timely
resolution of issues.
9. The Board Chairman effectively and appropriately leads and facilitates the Board meetings and the policy and
governance work of the board.
10. The Board appropriately considers internal audit reports, managements responses, and steps towards improvement.
The Board oversees the role of the independent auditor from selection to termination and has an effective process to
11.
evaluate the independent auditors qualifications and performance.
12. The board considers the independent audit plan and provides recommendations.
COMMITTEES OF BOARD
For evaluating the performance of each committee, the Board of Directors shall pay regards to the following aspects as set out in the annexure
67
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
below:
S. Remarks/
Audit Committee (for Audit Committee members only) Rating
No Comments
1. Committee meetings are conducted in a manner that encourages open communication, meaningful participation
and timely resolution of issues
2.
Timely inputs on the minutes of the meetings
S. Remarks/
Nomination and Remuneration Committee (For Nomination and Remuneration Committee members only) Rating
No. Comments
1. Committee meetings are conducted in a manner that encourages open communication, meaningful participation
and timely resolution of issues.
2.
Timely inputs on the minutes of the meetings
For evaluating the performance of Key Managerial Personnel and other Senior Executives, the Board of Directors shall pay regards to the
following aspects as set out below:
1. Abidance and behavior in accordance with ethical standards & code of conduct of Company
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
REVIEW
The performance evaluation process will be reviewed annually by the Nomination and Remuneration Committee.
Subject to the approval of Board of Directors, the Committee may amend the Policy, if required, to ascertain its appropriateness as per the needs
of the Company.
DISCLOSURE
Company will disclose details of its Board Performance Evaluation processes in its Boards Report. The Boards report containing such
statement shall indicate the manner in which formal evaluation has been made by the Board of its own performance and that of the committees
of the Board and individual directors of the Company.
EMPLOYEE STOCK OPTION PLAN DETAILS FOR THE YEAR ENDED MARCH 31, 2016
A. DETAILS OF ESOP AS PER RULE 12(9) OF COMPANIES ( SHARE CAPITAL AND DEBENTURES) RULES, 2014
Particulars Details
Fiscal 2015 - 16
Options vested (excluding the options that have been exercised) - 1,90,828 3,300 -
Options exercised - - - -
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
TOTAL - 50000
(ii) Any other employee who receives a grant in any one year of options amounting to 5% or more of the options granted during the year
70
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
TOTAL - - - 3,70,000
(iii) Identified directors/employees who were granted options during any one year equal to exceeding 1% of the issued capital (excluding
outstanding warrants and conversions) of our Company at the time of grant
None - - - -
FORM MR-3
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014]
To
The Members
Indiamart Intermesh Limited
71
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
(CIN: U74899DL1999PLC101534)
1st Floor, 29-Daryaganj, Netaji Subhash Marg
New Delhi- 110002
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by
Indiamart Intermesh Limited (hereinafter called the Company), which is an unlisted company. Secretarial Audit was conducted in a manner that
provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
We report that-
a) Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on
these secretarial records based on our audit.
b) We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents
of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that
the processes and practices, we followed, provide a reasonable basis for our opinion.
c) We have not verified the correctness and appropriateness of the financial statements of the Company.
d) Wherever required, we have obtained the Management representation about the compliances of laws, rules and regulations and happening of
events etc.
e) The compliance of the provisions of the corporate and other applicable laws, rules, regulations, standards is the responsibility of the
management. Our examination was limited to the verification of procedures on test basis.
f) The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which
the management has conducted the affairs of the Company.
Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company
and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit,
we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2016 (Audit
Period) complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance
mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year
ended on March 31, 2016 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment,
Overseas Direct Investment and External Commercial Borrowings;
We have also examined compliance with the applicable clauses of the Secretarial Standard on Meetings of the Board of Directors and Secretarial
Standard on General Meetings issued by the Institute of Company Secretaries of India of which the Company has generally complied with.
During the Audit Period, the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines, to the extent applicable,
as mentioned above.
(v) The Company is primarily engaged in the business-to-business e-marketplace, which acts as an interactive hub for domestic and international
buyers and suppliers. There is no sector specific law applicable on the Company.
72
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive
Directors and Independent Directors. The changes in the Board of Directors that took place during the period under review were carried out in
compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, Agenda and detailed notes on agenda were sent at least seven days in
advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting for
meaningful participation at the meeting.
Board decisions are carried out with unanimous consent and therefore, no dissenting views were required to be captured and recorded as part of
the minutes.
We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to
monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
We further report that during the audit period, the Shareholders of the Company at its Extra-Ordinary General Meeting held on January 20, 2016
passed the following resolution(s):-
- the Authorised Share Capital of the Company was first re-classified and then increased to Rs. 86,22,04,884 (Rupees Eighty Six Crore Twenty
Two Lacs Four Thousand Eight Hundred Eighty Four) divided into 2,00,00,000 (Two Crore) Equity Shares of Rs. 10/- (Rupees Ten Only) each
and 14,93,903 (Fourteen Lacs Ninety-Three Thousand and Nine Hundred Three) 0.01 % Cumulative Preference Shares of Rs 328/- (Rupees
Three Hundred Twenty-Eight only) each and 17,22,047 (Seventeen Lacs Twenty Two Thousand and Forty Seven) Compulsory Convertible
Preference Shares of Rs. 100/- (Rupees Hundred only) each.
- Special resolution under Section 42, 55 and 62(1)(c) of the Act in regard to offer, issue and allot, Equity/ Compulsory Convertible Preference
Shares in one or more tranches up to Rs. 135,00,00,000 (Rupees One Hundred Thirty Five Crores only) including premium on private placement
basis pursuant to Series B Preference Share Subscription Agreement dated January 15, 2016 to the person(s) specified therein.
Sanjay Grover
New Delhi
Managing Partner
July 28, 2016
CP No.: 3850
73
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.
1 CIN U74899DL1999PLC101534
Email- cs@indiamart.com
Website- www.indiamart.com
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of
the company shall be stated)
74
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
S. No. Name and Description of main products / services NIC Code of the Product/service % to total turnover of the company
% of
S. Holding/ Applicable
Name of the Company Address of Company CIN shares
No. Subsidiary Section
Held
2 (87) of the
Ten Times Online 1st Floor, 29- Daryagang, Netaji Subash
2 U72300DL2014PTC265480 Subsidiary 96.25% Companies Act,
Private Limited Marg, New Delhi- 110002
2013
2 (87) of the
Tradezeal International 1st Floor, 29- Daryagang, Netaji Subash
3 U72200DL2005PTC136907 Subsidiary 99.01% Companies Act,
Private Limited Marg, New Delhi- 110002
2013
2 (87) of the
Hello Trade Online 1st Floor, 29- Daryagang, Netaji Subash
4 U51909DL2008PTC180430 Subsidiary 99% Companies Act,
Private Limited Marg, New Delhi- 110002
2013
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
A) Category-wise Share Holding
% of % of
Demat Physical Total Total Demat Physical Total Total
Shares Shares
A. Promoters
(1) Indian
75
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
b) Central Govt - - - - - - - - -
c) State Govt(s) - - - - - - - - -
d) Bodies Corp. - - - - - - - - -
e) Banks / FI - - - - - - - - -
f) Any other - - - - - - - - -
(2) Foreign - - - - - - - - -
a) NRIs Individuals - - - - - - - - -
b) Other Individuals - - - - - - - - -
c) Bodies Corp. - - - - - - - - -
d) Banks / FI - - - - - - - - -
e) Any Other. - - - - - - - - -
Total shareholding of
Promoter (A) = - 83,09,600 83,09,600 90.63% - 83,09,600 83,09,600 90.63% -
(A)(1)+(A)( 2)
B. Public Shareholding - - - - - - - - -
1. Institutions - - - - - - - - -
a) Mutual Funds - - - - - - - - -
b) Banks / FI - - - - - - - - -
c) Central Govt - - - - - - - - -
d) State Govt(s) - - - - - - - - -
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
f) Insurance Companies - - - - - - - - -
g) FIIs - - - - - 30 30 0.00% -
h) Foreign Venture
- 100 100 0.00% - 100 100 0.00%
Capital Funds
2. Non-Institutions
a) Bodies Corp.
i) Indian - - - - - - - - -
ii) Overseas - - - - - - - - -
b) Individuals
i) Individual shareholders
holding nominal share - 46,000 46,000 0.50% - 46,000 46,000 0.50% -
capital upto Rs. 1 lakh
ii) Individual
shareholders holding
- 1,73,600 1,73,600 1.89% - 1,73,600 1,73,600 1.89% -
nominal share capital in
excess of Rs 1 lakh
c) Others (specify)
Trusts - - - - - - - - -
C. Shares held by
Custodian for GDRs &
ADRs
77
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Public - - - - - - - - -
Sub-total (C) - - - - - - - - -
B) Shareholding of Promoter-
%of Shares
% of total % of total %of Shares Pledged
Pledged/
No. of Shares Shares of the No. of Shares Shares of the / encumbered to
encumbered to total
company company total shares
shares
Dinesh
1 Chandra 47,41,600 51.71% - 47,41,600 51.71% - -
Agarwal
Brijesh
2 32,13,100 35.04% - 32,13,100 35.04% - -
Agrawal
Naresh
3 Chandra 20,100 0.22% - 20100 0.22% - -
Agarwal
Prakash
4 Chandra 20,100 0.22% - 20100 0.22% - -
Agarwal
Pankaj
5 75,600 0.82% - 75,600 0.82% - -
Agarwal
Chetna
6 77,600 0.85% - 77,600 0.85% - -
Agarwal
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Gunjan
9 10,000 0.11% - 10,000 0.11% - -
Agarwal
Keshar Devi
10 10,000 0.11% - 10,000 0.11% - -
Agarwal
Anand
11 Kumar 35,000 0.38% - 35,000 0.38% - -
Agarwal
Meena
12 35,000 0.38% - 35,000 0.38% - -
Agarwal
Dinesh
Chandra
13 30,000 0.33% - 30,000 0.33% - -
Agarwal
(HUF)
Madhu
14 14,500 0.16% - 14,500 0.16% - -
Agarwal
Kiran Lata
15 11,500 0.13% - 11,500 0.13% - -
Agarwal
Prakash
Chandra
16 3000 0.03% - 3000 0.03% - -
Agarwal
(HUF)
Naresh
Chandra
17 4500 0.05% - 4500 0.05% - -
Agarwal
(HUF)
Anand
Kumar
18 3000 0.03% - 3000 0.03% - -
Agarwal
(HUF)
Shareholding at Cumulative
SN Particulars the beginning of Shareholding
the year during the year
79
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
2015]
% of total % of total
No. of shares shares of the No. of shares shares of the
company company
D) Shareholding Pattern of top ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs):
(No. of
Shares)
80
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
March At the
- - 31, end of 4741600 51.71%
2015 year
Brijesh Agrawal, No
2 3213100 35.04% - - -
Whole-time Director Change
March At the
- - 31, end of 3213100 35.04%
2015 year
V) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.
81
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
i) Principal Amount - - - -
Total (I +ii+iii) - - - -
* Addition - - - -
* Reduction - - - -
Net Change - - - -
i) Principal Amount - - - -
Total (i+ii+iii) - - - -
Total
SNo. Particulars of Remuneration Name of MD/WTD/ Manager
Amount
Mr. Brijesh
Agrawal,
Mr. Dinesh Chandra Agarwal, Managing Director Manager*
Whole-time
Director
1 Gross salary
82
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
2 Stock Option - - - --
3 Sweat Equity - - - -
4 Commission - - - -
- as % of profit
- others, specify
1 Independent Directors Mr. M. K. Chouhan Mr. Rajesh Sawhney Ms. Elizabeth Chapman Total
Fee for attending Board &Committee meetings 5,60,000/- 5,10,000/- 3,90,000/- 14,60,000/-
83
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Commission - -
Total Managerial
Rs. 4,88,15,778/-
Remuneration Total=(A+B)
Key Managerial
SN Particulars of Remuneration
Personnel
Prateek Chandra
Anil Dwivedi (Company
( Chief Financial Total
Secretary)
Officer)
1 Gross salary
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 - - -
2 Stock Option - - -
3 Sweat Equity - - -
84
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Commission
4 - as % of profit - - -
-others, specify
A. COMPANY
Penalty NA
Punishment
Compounding
B. DIRECTORS
Penalty
Punishment
Compounding
C. OTHER OFFICERS IN
DEFAULT
Penalty
Punishment
Compounding
85
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
A. Conservation of Energy
The operations of your Company are not energy intensive. Adequate measures have, however, been taken to reduce energy consumption by
using energy efficient instruments. For Example- Air-conditioners are used only when required, thereby enhancing energy efficiency.
(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy:
(c) Impact of measures at (a) & (b) above for reduction of energy consumption and consequent impact on the cost of production of goods:
The impacts of the measures indicated in (a) above are expected to be favorable i.e., reduction in energy consumption.
Not Applicable
ii. Steps taken by the Company for utilizing alternate sources of energy
Your Company is in process to explore the alternative sources of energy and all efforts are being made in this regard.
B. TECHNOLOGY OF ABSORPTION
ii. Benefits derived like product improvement, cost reduction, product development or import substitution; NIL
iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
86
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
Specific areas in which R&D carried out by the company: The Company has not carried out R&D in any specific area.
2. Future plan of action: The management of the company has not yet decided to carry out any R&D.
The Foreign Exchange earned in terms of actual inflows and the Foreign Exchange outgo in terms of actual outflows, during financial year
2015-16 are as follow :-
Amount in Lacs
2015-2016 2014-2015
87
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
The financial performance of the Company for the year ended on 31st March, 2016 is as follows:
'Amount In Lac'
Standalone Consolidated
Deferred Revenue
22,210.64 16,204.17 22284.93 16,223.45
(including advances from Customers)
88
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Details of material changes and commitment occurred during period affecting financial position of company
There has been no change in the nature of business during the period under review and there have been no material changes and commitments
occurred between the end of financial year to which financial statements relates and the date of this report which may affect the financial
position of the Company.
89
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Particulars of contracts/arrangements with related parties under section 188(1) [Text Block]
All related party transactions that were entered into during the financial year under review were on arms length basis and in the ordinary course
of business. There were few significant related party transactions made by the Company with other related parties. The particulars of contracts or
arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, as prescribed in Form AOC-2 of the rules prescribed
under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure -2 to this Report
Details of statement indicating manner in which formal annual evaluation made by board of its performance and of
its committees and individual directors [Text Block]
Pursuant to the provisions of the Companies Act, 2013, the Board is required to monitor and review the Board evaluation framework. The
Annual Performance Evaluation is conducted for all Board Members as well as the working of the Board and its Committees. This evaluation is
led by the Chairman of the Board and Nomination and Compensation Committee with specific focus on the performance and effective
functioning of the Board. The evaluation process also considers the time spent by each of the Board Member, core competencies, personal
characteristics, accomplishment of specific responsibilities and expertise. The Board evaluation is conducted through questionnaire having
qualitative parameters and feedback based on ratings. The outcome of the Board evaluation for financial year 2015-16 was discussed by the
Nomination and Compensation Committee and the Board at their meeting held in May 2016.
Disclosure of extract of annual return as provided under section 92(3) [Text Block]
In accordance with Section 134(3) (a) of the Companies Act 2013, an extract of the Annual Return in the prescribed Form No.MGT 9 is
appended as Annexure 7to the Boards Report.
Disclosure of statement on declaration given by independent directors under section 149(6) [Text Block]
The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013 confirming
that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with the Schedules and Rules made
there under.
90
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Disclosure for companies covered under section 178(1) on directors appointment and remuneration including other
matters provided under section 178(3) [Text Block]
- Mr. Dhruv Prakash appointed as Additional Director w.e.f. October 28, 2015. Our Directors recommend the appointment of Mr. Dhruv Prakash
as Director of the Company.
- Mr. Brijesh Agrawal resigned as Chief Financial Officer w.e.f. April 30, 2015 and Mr. Prateek Chandra was appointed as Chief Financial
Officer w.e.f. April 30, 2015 in his place.
- Ms. Neha Mittal was appointed as Company Secretary w.e.f. April 30, 2015 in terms of section 203 of the Companies Act, 2013. However, she
has resigned as Company Secretary w.e.f. June 2, 2015 and Mr. Anil Dwivedi was appointed as Company Secretary in her place w.e.f. July 25,
2015.
Disclosure of statement on development and implementation of risk management policy [Text Block]
The Company has the Risk Management Policy in place which identifies elements of risk, if any, which in the opinion of the Board may threaten
the existence of the Company. The Audit Committee and the Board of Directors of the Company periodically review the risks involved in the
Company from time to time and take appropriate measures with in time to minimize the same.
91
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Disclosure as per rule 8(5) of companies accounts rules 2014 [Text Block]
FINANCIAL HIGHLIGHTS
The financial performance of the Company for the year ended on 31st March, 2016 is as follows:
'Amount In Lac'
Standalone Consolidated
Deferred Revenue
22,210.64 16,204.17 22284.93 16,223.45
(including advances from Customers)
92
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
There has been no change in the nature of business during the period under review and there have been no material changes and commitments
occurred between the end of financial year to which financial statements relates and the date of this report which may affect the financial
position of the Company.
RESIGNATIONS &APPOINTMENT
- Mr. Dhruv Prakash appointed as Additional Director w.e.f. October 28, 2015. Our Directors recommend the appointment of Mr. Dhruv Prakash
as Director of the Company.
- Mr. Brijesh Agrawal resigned as Chief Financial Officer w.e.f. April 30, 2015 and Mr. Prateek Chandra was appointed as Chief Financial
Officer w.e.f. April 30, 2015 in his place.
- Ms. Neha Mittal was appointed as Company Secretary w.e.f. April 30, 2015 in terms of section 203 of the Companies Act, 2013. However, she
has resigned as Company Secretary w.e.f. June 2, 2015 and Mr. Anil Dwivedi was appointed as Company Secretary in her place w.e.f. July 25,
2015.
FIXED DEPOSITS
The Company does not accept any fixed deposits and it does not have any amount of principal or interest outstanding to be paid as on the date of
Balance Sheet.
No orders have been passed by any Regulators or Courts or Tribunals which has been received by the Company which can have impact on the
going concern status and the Companys operation in future.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS
The Company's internal control systems are supplemented by an extensive internal audit program conducted by an independent professional
agency. The internal control system is designed to ensure that all financial and other records are reliable for preparing financial statements and
for maintaining accountability of assets. During the year, such controls were tested and no reportable material weaknesses in controls were
observed.
93
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Deferred Revenue
22,210.64 16,204.17 22284.93 16,223.45
(including advances from Customers)
Employee benefits expense 15,321.72 11,369.78 18,127.35 11,900.89
Other expenses 13,682.36 8,661.75 18,850.56 9,739.12
Depreciation and amortization expenses 262.09 299.01 367.26 302.15
Financial costs 101.69 45.01 103.57 47.17
Profit/Loss before tax -4,278.01 -1,897.94 -11,545.20 -3,186.56
Tax expenses 37.07 - 45.44 1.85
Profit/Loss after tax -4,315.08 -1,897.94 -11,590.64 -3,188.41
Surplus/Deficit brought forward -15,721.64 -13,823.69 -17,006.80 -13,818.33
Surplus/Deficit carried to Balance Sheet -20,036.72 -15,721.64 -28,598.08 -17,006.80
Details of directors or key managerial personnels who were appointed or have resigned during year [Text Block]
Mr. Dhruv Prakash appointed as Additional Director w.e.f. October 28, 2015. Our Directors recommend the appointment of Mr. Dhruv Prakash
as Director of the Company.
Mr. Brijesh Agrawal resigned as Chief Financial Officer w.e.f. April 30, 2015 and Mr. Prateek Chandra was appointed as Chief Financial
Officerw.e.f. April 30, 2015 in his place.
Ms. Neha Mittal was appointed as Company Secretary w.e.f. April 30, 2015 in terms of section 203 of the Companies Act, 2013. However, she
has resigned as Company Secretary w.e.f. June 2, 2015 and Mr. Anil Dwivedi was appointed as Company Secretary in her place w.e.f. July 25,
2015.
Details relating to deposits covered under chapter v of companies act [Text Block]
The Company does not accept any fixed deposits and it does not have any amount of principal or interest outstanding to be paid as on the date of
Balance Sheet.
94
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Details of significant and material orders passed by regulators or courts or tribunals impacting going concern status
and companys operations in future [Text Block]
No orders have been passed by any Regulators or Courts or Tribunals which has been received by the Company which can have impact on the
going concern status and the Companys operation in future.
Details regarding adequacy of internal financial controls with reference to financial statements [Text Block]
The Company's internal control systems are supplemented by an extensive internal audit program conducted by an independent professional
agency. The internal control system is designed to ensure that all financial and other records are reliable for preparing financial statements and
for maintaining accountability of assets. During the year, such controls were tested and no reportable material weaknesses in controls were
observed.
95
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Disclosure of auditor's qualification(s), reservation(s) or adverse remark(s) in auditors' report [Table] ..(1)
Unless otherwise specified, all monetary values are in INR
Auditor's Clause not
Auditor's qualification(s), reservation(s) or adverse remark(s) in auditors' report [Axis] favourable remark applicable
[Member] [Member]
01/04/2015 01/04/2015
to to
31/03/2016 31/03/2016
Disclosure of auditor's qualification(s), reservation(s) or adverse remark(s) in
auditors' report [Abstract]
Disclosure of auditor's qualification(s), reservation(s) or adverse remark(s) in
auditors' report [LineItems]
Textual information
Disclosure in auditors report relating to fixed assets (23) [See below]
The Company has
maintained proper
records showing
full particulars,
Disclosure relating to quantitative details of fixed assets including
quantitative details
and situation of
fixed assets.
Disclosure relating to physical verification and material discrepancies of fixed Textual information
assets (24) [See below]
Textual information
Disclosure relating to title deeds of immovable properties (25) [See below]
Textual information
Disclosure in auditors report relating to inventories (26) [See below]
Disclosure in auditors report relating to loans Not Applicable
Disclosure in auditors report relating to compliance with Section 185 and 186 of Textual information
Companies Act, 2013 (27) [See below]
The Company has
not accepted any
Disclosure in auditors report relating to deposits accepted deposits from the
public.
Disclosure in auditors report relating to maintenance of cost records Not Applicable
Textual information
Disclosure in auditors report relating to statutory dues [TextBlock] (28) [See below]
Disclosure relating to regularity in payment of undisputed statutory dues Textual information
[TextBlock] (29) [See below]
Textual information
Disclosure relating to disputed statutory dues [TextBlock] (30) [See below]
Textual information
Disclosure in auditors report relating to default in repayment of financial dues (31) [See below]
Disclosure in auditors report relating to public offer and term loans used for Textual information
purpose for which those were raised (32) [See below]
Disclosure in auditors report relating to fraud by the company or on the Textual information
company by its officers or its employees reported during period (33) [See below]
Textual information
Disclosure in auditors report relating to managerial remuneration (34) [See below]
Textual information
Disclosure in auditors report relating to Nidhi Company (35) [See below]
Textual information
Disclosure in auditors report relating to transactions with related parties (36) [See below]
Disclosure in auditors report relating to preferential allotment or private Textual information
placement of shares or convertible debentures (37) [See below]
Disclosure in auditors report relating to non-cash transactions with directors Textual information
or persons connected with him (38) [See below]
Disclosure in auditors report relating to registration under section 45-IA of Textual information
Reserve Bank of India Act, 1934 (39) [See below]
96
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
N o
Auditor's
Auditor's qualification(s), reservation(s) or adverse remark(s) in qualification(s),
auditors' report reservation(s) or
adverse remark(s) in
auditors'
report
97
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Disclosure in auditors report relating to compliance with Section 185 and 186 of Companies Act, 2013
In our opinion and according to the information and explanations given to us, there are no loans, investments, guarantees, and securities given in
respect of which provisions of section 185 and 186 of the Companies Act 2013 are applicable and hence not commented upon.
98
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Disclosure in auditors report relating to public offer and term loans used for purpose for which those were raised
According to the information and explanations given by the management, the Company has not raised any money way of initial public offer /
further public offer / debt instruments and term loans hence, reporting under clause (ix) is not applicable to the Company and hence not
commented upon.
Disclosure in auditors report relating to fraud by the company or on the company by its officers or its employees
reported during period
Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the
information and explanations given by the management, we report that no fraud on the Company by the officers and employees of the Company
has been noticed or reported during the year
99
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Disclosure in auditors report relating to preferential allotment or private placement of shares or convertible
debentures
According to the information and explanations given by the management,the Company has complied with provisions of section 42 of the
Companies Act, 2013 in respect of the preferential allotment or private placement of shares during the year. According to the information and
explanations given by the management, we report that the amounts raised, have been used for the purposes for which the funds were raised.
Disclosure in auditors report relating to non-cash transactions with directors or persons connected with him
According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with
directors or persons connected with him as referred to in section 192 of Companies Act, 2013.
Disclosure in auditors report relating to registration under section 45-IA of Reserve Bank of India Act, 1934
According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not
applicable to the Company.
100
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
We have audited the accompanying standalone financial statements of Indiamart Intermesh Limited (the Company), which comprise the
Balance Sheet as at March 31,2016, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of
significant accounting policies and other explanatory information.
The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (the Act)with respect to
the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash
flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under
section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting
frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable
and prudent; and the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring
the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true
and fair view and are free from material misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the
provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the
provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing, issued by the
Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures
selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companys preparation of
the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Companys
Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the standalone financial statements give the
information required by the Actin the manner so required and give a true and fair view in conformity with the accounting principles generally
accepted in India of the state of affairs of the Company as at March 31, 2016, its loss, and its cash flows for the year ended on that date.
101
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
1. As required by the Companies (Auditors report) Order, 2016(the Order) issued by the Central Government of India in terms of sub-section
(11) of section 143 of the Act, we give in the Annexure 1 statement on the matters specified in paragraphs 3 and 4 of the Order.
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the
purpose of our audit;
(b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those
books;
(c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of
account;
(d) In our opinion, the aforesaidstandalone financial statements comply with the Accounting Standards specified under section 133 of the Act,
read with Rule 7 of the Companies (Accounts) Rules, 2014;
(e) On the basis of written representations received from the directors as on March 31, 2016, and taken on record by the Board of Directors, none
of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of section 164 (2) of the Act;
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of
such controls, refer to our separate Report in Annexure 2 to this report;
(g) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements Refer Note 29 to the
financial statements.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
102
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Annexure 1 referred to in paragraph (1) of report on the other legal & regulatory requirement of our report of even date
i. a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
b) All fixed assets were physically verified by the management in the previous year in accordance with a planned programme of verifying them
once in three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material
discrepancies were noticed on such verification.
c) According to the information and explanations given by the management, the title deeds of immovable properties included in fixed assets are
held in the name of the company.
ii. The Companys business does not involve inventories and, accordingly, the requirements under paragraph 3(ii) of the Order are not applicable
to the Company.
iii. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies,
firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013.
Accordingly, the provisions of clause 3(iii)(a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.
iv. In our opinion and according to the information and explanations given to us, there are no loans, investments, guarantees, and securities given
in respect of which provisions of section 185 and 186 of the Companies Act 2013 are applicable and hence not commented upon.
v. The Company has not accepted any deposits from the public.
vi. To the best of our knowledge and as explained, the Company is not in the business of sale of any goods. Therefore, in our opinion, the
provisions of clause 3(vi) of the Order are not applicable to the Company.
vii. a)The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state
insurance, income-tax, service tax, cess and other material statutory dues applicable to it. The provision of value added tax, custom duty and
excise duty are not applicable to the Company.
b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees state
insurance, income-tax, service tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months
from the date they became payable. The provision of value added tax, custom duty and excise duty are not applicable to the Company.
c) According to the records of the Company, the dues outstanding of income-tax, service tax, duty of custom, value added tax and cess on
account of any dispute, are as follows:
The Income Tax Act, Additional fringe benefit tax & income tax Commissioner of income tax
8,19,143 Assessment Year 2006-07
1961 demand (appeals)
103
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
viii. In our opinion and according to information and explanations given by the management, the Company has not defaulted in repayment of
dues to a financial institution, bank or debenture holders or government.
ix. According to the information and explanations given by the management, the Company has not raised any money way of initial public offer /
further public offer / debt instruments and term loans hence, reporting under clause (ix) is not applicable to the Company and hence not
commented upon.
x. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the
information and explanations given by the management, we report that no fraud on the Company by the officers and employees of the Company
has been noticed or reported during the year
xi. Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the
information and explanations given by the management, we report that the managerial remuneration has been paid / provided in accordance with
the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013 / rule 7(2) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 since the remuneration has been paid after fulfilling the conditions
specified in the said rule .
xii.In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the Order are not applicable to the
Company and hence not commented upon.
xiii.According to the information and explanations given by the management, transactions with the related parties are in compliance with section
177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by
the applicable accounting standards.
xiv. According to the information and explanations given by the management,the Company has complied with provisions of section 42 of the
Companies Act, 2013 in respect of the preferential allotment or private placement of shares during the year. According to the information and
explanations given by the management, we report that the amounts raised, have been used for the purposes for which the funds were raised.
xv. According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with
directors or persons connected with him as referred to in section 192 of Companies Act, 2013.
xvi. According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not
applicable to the Company.
ANNEXURE 2 TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS
OF INDIAMART INTERMESH LIMITED
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (the Act)
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
We have audited the internal financial controls over financial reporting of Indiamart Intermesh Limited (the Company) as of March 31, 2016in
conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
The Companys Management is responsible for establishing and maintaining internal financial controls based on the internal control over
financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on
Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities
include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the
orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial
information, as required under theCompanies Act, 2013.
Auditors Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We
conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance
Note) and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of
internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of
India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such
controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial
reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding
of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the
assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial
controls system over financial reporting.
A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of
management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised
acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper
management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any
evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over
financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
105
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such
internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial
reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of
Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
Explanatory paragraph
We also have audited, in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India,as specified under
Section 143(10) of the Act, thefinancial statements of theCompany, which comprise the Balance Sheet as at March 31, 2016, and the related
Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other
explanatory information, and our report dated July28, 2016 expressed unqualified opinion thereon.
106
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Footnotes
(A) Non-current liabilities, Trade payables : 6663893 Current liabilities,Trade payables : 237666950
(B) Non-current liabilities, Trade payables : 7316628 Current liabilities,Trade payables : 194732946
107
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
108
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Adjustments for decrease (increase) in other current assets (E) 7,87,81,057 (F) 7,35,88,237
Adjustments for increase (decrease) in trade payables 4,22,81,269 1,55,60,809
Adjustments for increase (decrease) in other current liabilities (G) 60,46,08,101 (H) 41,20,34,894
Adjustments for provisions (I) -1,00,46,215 (J) 1,15,10,056
Total adjustments for working capital 71,48,82,483 51,37,33,015
Total adjustments for reconcile profit (loss) 69,72,13,970 42,54,23,525
Net cash flows from (used in) operations 26,94,13,410 23,56,29,150
Income taxes paid (refund) -1,78,39,468 -1,80,17,644
Net cash flows from (used in) operating activities before extraordinary
28,72,52,878 25,36,46,794
items
Net cash flows from (used in) operating activities 28,72,52,878 25,36,46,794
Cash flows from used in investing activities [Abstract]
Cash flows used in obtaining control of subsidiaries or other businesses (K) 77,95,00,000 (L) 8,01,00,000
Other cash receipts from sales of equity or debt instruments of other
entities (M) 174,08,49,888 (N) 128,07,20,382
Other cash payments to acquire equity or debt instruments of other
entities (O) 235,90,89,796 (P) 118,80,20,379
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INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Footnotes
(A) Net (gain) on sale of current investments : -33986176 (Gain)/loss on sale of fixed assets : 0
(B) Net (gain) on sale of current investments : -113247054 (Gain)/loss on sale of fixed assets : -1233
(C) Interest income : -11352043 Provision for diminution in value of Investment : 1431502
(D) Interest income : -5050143 Provision for diminution in value of Investment : 0
(E) Increase in other current assets : -9397210 Increase in loans & advances : -46528438 Cash generated from operations : 134706705
(F) Increase in other current assets : 0 Increase in loans & advances : -44226338 Cash generated from operations : 117814575
(G) Increase in other current liabilities : 344970726 Increase in other long-term liabilities : 259637375
(H) Increase in other current liabilities : 233299048 Increase in other long-term liabilities : 178735846
(I) Increase/ (decrease) in short-term provisions : -10046215
(J) Increase/ (decrease) in short-term provisions : 11510056
(K) Investment in subsidiary company : 779500000
(L) Investment in subsidiary company : 80100000
(M) Proceeds from sale/maturity of current investments : 1740849888
(N) Proceeds from sale/maturity of current investments : 1280720382
(O) Purchase of current investments : 2359089796
(P) Purchase of current investments : 1188020379
(Q) Purchase of fixed assets including capital work in progress and capital advance : 60596069
(R) Purchase of fixed assets including capital work in progress and capital advance : 21261851
(S) Investments in bank deposits (having original maturity of more than three months) : -8994714
(T) Investments in bank deposits (having original maturity of more than three months) : -104529567
(U) Repayment of short term borrowings : 569318
(V) Repayment of short term borrowings : 564814
110
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Value of shares subscribed and fully paid 75,38,94,774 58,16,89,774 9,16,89,890 9,16,89,590
Number of shares subscribed but not fully paid [shares] 0 [shares] 0 [shares] 0 [shares] 0
Value of shares subscribed but not fully paid 0 0 0 0
[shares]
Total number of shares subscribed [shares] 1,23,84,939
1,06,62,862
[shares] 91,68,989 [shares] 91,68,959
111
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
112
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113
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114
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115
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116
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117
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118
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119
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120
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121
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Terms of securities convertible into equity/preference shares issued along with earliest date of conversion in
descending order starting from farthest such date [Text Block]
1) Each Series A CCPS holder is entitled to participate pari-passu in any dividends paid to the holders of the shares of any other class (including
Equity Shares) or series on a pro-rata, as if converted basis. 2) Each Series A CCPS may be converted into equity shares at any time at the option
of the holder of the Series A preference share. 3) Subject to compliance with applicable laws, each Series A Preference share shall automatically
be converted at the Series A Conversion Price (Rs. 293.86 subject to prescribed adjustments) into equity shares upon the earlier of (i) December
31, 2027; or (ii) immediately prior to the IPO for the purpose of enabling the listing of the shares in accordance with the requirement under the
applicable law. 4) In the event of liquidation, each holder of Series A Preference Shares shall be entitled to receive an amount, per Series A
Preference Share equal to the Original Series A Share Issue Price plus any arrears of declared and accrued but unpaid dividends calculated to the
date of such payment (the Series A Preference Amount), which shall rank pari passu with the Series B Preference Amount and upon receipt of
such Series A Preference Amount by the holders of the SeriesA Preference Shares and upon receipt of the Series B Preference Amount by the
holders of the Series B Preference Shares, any assets or funds remaining and distributable to the shareholders of the Company shall be distributed
pari passu among the holders of the outstanding Series A Preference Shares, Series B Preference Shares, and Equity Shares on a pro-rata, as if
converted basis. 5) Subject to Applicable Laws, the holders of the Series A Preference Shares shall be entitled to receive notice of and vote on all
matters that are submitted to the vote of the shareholders of the Company (including the holders of Equity Shares).
122
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Terms of securities convertible into equity/preference shares issued along with earliest date of conversion in
descending order starting from farthest such date [Text Block]
1) Each Series A CCPS holder is entitled to participate pari-passu in any dividends paid to the holders of the shares of any other class (including
Equity Shares) or series on a pro-rata, as if converted basis. 2) Each Series A CCPS may be converted into equity shares at any time at the option
of the holder of the Series A preference share. 3) Subject to compliance with applicable laws, each Series A Preference share shall automatically
be converted at the Series A Conversion Price (Rs. 293.86 subject to prescribed adjustments) into equity shares upon the earlier of (i) December
31, 2027; or (ii) immediately prior to the IPO for the purpose of enabling the listing of the shares in accordance with the requirement under the
applicable law. 4) In the event of liquidation, each holder of Series A Preference Shares shall be entitled to receive an amount, per Series A
Preference Share equal to the Original Series A Share Issue Price plus any arrears of declared and accrued but unpaid dividends calculated to the
date of such payment (the Series A Preference Amount), which shall rank pari passu with the Series B Preference Amount and upon receipt of
such Series A Preference Amount by the holders of the SeriesA Preference Shares and upon receipt of the Series B Preference Amount by the
holders of the Series B Preference Shares, any assets or funds remaining and distributable to the shareholders of the Company shall be distributed
pari passu among the holders of the outstanding Series A Preference Shares, Series B Preference Shares, and Equity Shares on a pro-rata, as if
converted basis. 5) Subject to Applicable Laws, the holders of the Series A Preference Shares shall be entitled to receive notice of and vote on all
matters that are submitted to the vote of the shareholders of the Company (including the holders of Equity Shares).
123
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Terms of securities convertible into equity/preference shares issued along with earliest date of conversion in
descending order starting from farthest such date [Text Block]
1) Each Series A CCPS holder is entitled to participate pari-passu in any dividends paid to the holders of the shares of any other class (including
Equity Shares) or series on a pro-rata, as if converted basis. 2) Each Series A CCPS may be converted into equity shares at any time at the option
of the holder of the Series A preference share. 3) Subject to compliance with applicable laws, each Series A Preference share shall automatically
be converted at the Series A Conversion Price (Rs. 293.86 subject to prescribed adjustments) into equity shares upon the earlier of (i) December
31, 2027; or (ii) immediately prior to the IPO for the purpose of enabling the listing of the shares in accordance with the requirement under the
applicable law. 4) In the event of liquidation, each holder of Series A Preference Shares shall be entitled to receive an amount, per Series A
Preference Share equal to the Original Series A Share Issue Price plus any arrears of declared and accrued but unpaid dividends calculated to the
date of such payment (the Series A Preference Amount), which shall rank pari passu with the Series B Preference Amount and upon receipt of
such Series A Preference Amount by the holders of the SeriesA Preference Shares and upon receipt of the Series B Preference Amount by the
holders of the Series B Preference Shares, any assets or funds remaining and distributable to the shareholders of the Company shall be distributed
pari passu among the holders of the outstanding Series A Preference Shares, Series B Preference Shares, and Equity Shares on a pro-rata, as if
converted basis. 5) Subject to Applicable Laws, the holders of the Series A Preference Shares shall be entitled to receive notice of and vote on all
matters that are submitted to the vote of the shareholders of the Company (including the holders of Equity Shares).
124
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125
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126
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127
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128
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129
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130
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131
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132
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133
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134
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135
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136
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137
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138
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139
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140
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141
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142
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143
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144
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
145
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
146
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
147
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148
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149
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150
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151
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152
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153
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154
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155
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Footnotes
(A) 109,900 (31 March 2015: 109,900) equity shares of Rs. 10 each in Tradezeal International Private Limited 1,099,000 Less: Provision
for diminution in value of Investment in subsidiaries 1,099,000
(B) 109,900 (31 March 2014: 109,900) equity shares of Rs. 10 each in Tradezeal International Private Limited 1,099,000 Less: Provision
for diminution in value of Investment in subsidiaries 1,099,000
(C) 9,900 (31 March 2015: 9,900) equity shares of Rs. 10 each in HelloTrade Online Private Limited 99,000 Less: Provision for
diminution in value of Investment in subsidiaries 99,000
(D) 9,900 (31 March 2014: 9,900) equity shares of Rs. 10 each in HelloTrade Online Private Limited 99,000 Less: Provision for
diminution in value of Investment in subsidiaries 99,000
156
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Footnotes
(A) 5,750,000 (31 March 2015: Nil) Optionally Convertible Redeemable Preference Shares of Rs. 10 each in Tolexo Online Private
Limited- 57500000 2,635,000 (31 March 2015: Nil) Optionally Convertible Redeemable Preference Shares of Rs. 10 each in Tolexo
Online Private Limited- 263500000
Unless otherwise specified, all monetary values are in INR
31/03/2016 31/03/2015
Disclosure of notes on non-current investments explanatory [TextBlock]
Aggregate amount of quoted non-current investments 0 0
Market value of quoted non-current investments 0 0
Aggregate amount of unquoted non-current investments 86,02,00,000 8,07,00,000
Aggregate provision for diminution in value of non-current investments 0 0
157
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
158
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
159
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Footnotes
(A) 449,425 Units (31 March 2015: Nil) Birla Sun Life Floating Rate Fund Short Term Plan Growth- 90000000 Less: Provision for
diminution in value of Investment in Mutual Funds- 1431502
160
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Footnotes
(A) (note 23) : 12432153
(B) (note 23) : 24385301
161
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Footnotes
(A) *Represents interest free loans to employees, which is recoverable in maximum 24 monthly instalments. : 330522
(B) *Represents interest free loans to employees, which is recoverable in maximum 24 monthly instalments. : 1325583
162
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Footnotes
(A) *Represents interest free loans to employees, which is recoverable in maximum 24 monthly instalments. : 9427369
(B) *Represents interest free loans to employees, which is recoverable in maximum 24 monthly instalments. : 5443551
163
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Footnotes
(A) Balances with statutory/ government authorities : 3456344
(B) Balances with statutory/ government authorities : 5179543
(C) Advances recoverable in cash or kind or for value to be received : 9031983
(D) Advances recoverable in cash or kind or for value to be received : 4739573
164
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Footnotes
(A) Other receivables- 1735682 Amount recoverable from related party- 3308177
(B) Other receivables- 4302130
165
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Non-current bank
balances
Non-current bank
Nature of other non-current assets, others balances
166
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Footnotes
(A) Current maturities of long-term borrowings- 569318
(B) Tax deducted at source payable : 15885095 Professional tax payable : 213084
(C) Tax deducted at source payable : 13589302 Professional tax payable : 190196
(D) Payable to employees (against insurance claims) : 32856
(E) Payable to employees (against insurance claims) : 470471
(F) Deferred Revenue : 1224178122 Contribution to ESI payable : 135445 Payable for Labour Welfare Fund : 20800
(G) Deferred Revenue : 927635279 Contribution to ESI payable : 191317 Payable for Labour Welfare Fund : 10504
(H) Non-current bank balances (Note 15) : 113524280
(I) Non-current bank balances (Note 15) : 104529567
(J) On current accounts : 20726322
(K) On current accounts : 17499590
(L) Amount recoverable from Payment Gateway banks- 9397210
[200800] Notes - Disclosure of accounting policies, changes in accounting policies and estimates
Unless otherwise specified, all monetary values are in INR
01/04/2015
to
31/03/2016
Disclosure of accounting policies, change in accounting policies and Textual information (52)
changes in estimates explanatory [TextBlock] [See below]
167
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Disclosure of accounting policies, change in accounting policies and changes in estimates explanatory [Text Block]
1. Corporate Information
IndiaMART Intermesh Limited (the Company) was incorporated on September 13, 1999. Company is e-marketplace for business needs,
which acts as an interactive hub for domestic and international buyers and suppliers.
The financial statements of the company have been prepared in accordance with the generally accepted accounting principles in India (Indian
GAAP). The company has prepared these financial statements to comply in all material respects with the accounting standards notified under
section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules 2014. The financial statements have
been prepared on an accrual basis and under the historical cost convention.
The accounting policies adopted in the preparation of financial statement are consistent with those of previous year.
The preparation of financial statements in conformity with Indian GAAP requires the management to make judgments, estimates and
assumptions that affect the reported amounts of revenues, expenses for the reporting period, assets, liabilities and the disclosure of contingent
liabilities, as at the end of there porting period. Although these estimates are based on the managements best knowledge of current events and
actions, however actual results could differ from these estimates.
Fixed assetsare stated at cost net of accumulated depreciation and accumulated impairment losses, if any. The cost comprises purchase price, and
directly attributable cost of bringing the asset to its working condition for the intended use. Any trade discounts and rebates are deducted in
arriving at the purchase price.
Subsequent expenditure related to an item of fixed asset is added to its book value only if it increases the future benefits from the existing asset
beyond its previously assessed standard of performance. All other expenses on existing fixed assets, including day-to-day repair and
maintenance expenditure and cost of replacing parts, are charged to the statement of profit and loss for the period during which such expenses
are incurred.
Gains or losses arising from de-recognition of fixed assets are measured as the difference between the net disposal proceeds and the carrying
amount of the asset and are recognized in the statement of profit and loss when the asset is derecognized.
Depreciation on fixed assets is calculated on a written down value basis using the rates arrived at based on the useful lives prescribed under
schedule II to Companies Act, 2013. The company has used the following rates to provide depreciation on its fixed assets.
168
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Computers 63.16%
Vehicles 25.89%
Leasehold improvements are depreciated on a straight line basis over the lease period or the assessed useful lives of three years, whichever is
lower.
Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost
less accumulated amortization and accumulated impairment losses, if any. Internally generated intangible assets, excluding capitalized
development costs, are not capitalized and expenditure is reflected in the statement of profit and loss in the year in which the expenditure is
incurred.
The company uses a rebuttable presumption that the useful life of an intangible asset will not exceed ten years from the date when the asset is
available for use. If the persuasive evidence exists to the affect that useful life of an intangible asset exceeds ten years, the company amortizes
the intangible asset over the best estimate of its useful life. Such intangible assets and intangible assets not yet available for use are tested for
impairment annually, either individually or at the cash-generating unit level. All other intangible assets are assessed for impairment whenever
there is an indication that the intangible asset may be impaired.
The amortization period and the amortization method are reviewed at least at each financial year end. If the expected useful life of the asset is
significantly different from previous estimates, the amortization period is changed accordingly. If there has been a significant change in the
expected pattern of economic benefits from the asset, the amortization method is changed to reflect the changed pattern. Such changes are
accounted for in accordance with AS 5Net Profit or Loss for the Period, Prior Period Items and Changes in Accounting Policies.
The company has adopted component accounting as required under Schedule II to the Companies Act, 2013.The company identifies the
components separately, if it has useful life different from the respective fixed asset.
Based on the analysis, Company believes that it does not have any asset having useful life ofits major components different from the fixed
assets, hence Company believes that there is no material impact on the financial statement of the Company due to component accounting.
Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the
carrying amount of the asset and are recognized in the statement of profit and loss when the asset is derecognized.
i) Unique telephone numbers are capitalized at cost and amortized on a written down value @ 40% annually.
ii) Intangibles being Software acquired by the company which provide long term benefits to the company are capitalized at cost and amortized
on a written down value @ 40% annually.
169
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
(e) Leases
Finance leases, which effectively transfer to the company substantially all the risks and benefits incidental to ownership of the leased item, are
capitalized at the inception of the lease term at the lower of the fair value of the leased property and present value of minimum lease payments.
Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the
remaining balance of the liability. Finance charges are recognized as finance costs in the statement of profit and loss. Lease management fees,
legal charges and other initial direct costs of lease are capitalized.
A leased asset is depreciated on a straight-line basis over the useful life of the asset. However, if there is no reasonable certainty that the
company will obtain the ownership by the end of the lease term, the capitalized asset is depreciated on a straight-line basis over the shorter of the
estimated useful life of the asset or the lease term.
Leases, where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item, are classified as operating
leases. Operating lease payments are recognized as an expense in the statement of profit and loss on a straight-line basis over the lease term.
Borrowing cost includes interest and amortization of ancillary costs incurred in connection with the arrangement of borrowings.
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time
to get ready for its intended use or sale are capitalized as part of the cost of the respective asset. All other borrowing costs are expensed in the
period they occur.
The company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when
annual impairment testing for an asset is required, the company estimates the assets recoverable amount. An assets recoverable amount is the
higher of an assets or cash-generating units (CGU) net selling price and its value in use. The recoverable amount is determined for an
individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets.
Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its
recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money and the risks specific to the asset. In determining net selling price, recent
market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used.
The company bases its impairment calculation on detailed budgets and forecast calculations which are prepared separately for each of the
companys cash-generating units to which the individual assets are allocated. These budgets and forecast calculations are generally covering a
period of five years. For longer periods, a long term growth rate is calculated and applied to project future cash flows after the fifth year.
Impairment losses if any, of continuing operations are recognized in the statement of profit and loss. After impairment, depreciation is provided
on the revised carrying amount of the asset over its remaining useful life.
An assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer
exist or may have decreased. If such indication exists, the company estimates the assets or cash-generating units recoverable amount. A
previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the assets recoverable
amount since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed its
recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been
recognized for the asset in prior years. Such reversal is recognized in the statement of profit and loss unless the asset is carried at a revalued
amount, in which case the reversal is treated as a revaluation increase.
(h) Investments
170
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Investments, which are readily realizable and intended to be held for not more than one year from the date on which such investments are made,
are classified as current investments. All other investments are classified as long-term investments.
On initial recognition all investment, all investments are measured at cost. The cost comprises purchase price and directly attributable
acquisition charges such as brokerage, fees and duties.
Current investments are carried in the financial statement at lower of cost and fair value determined on an individual investment basis.
Long-term investments are carried at cost. However, provision for diminution in value is made to recognize a decline other than temporary in the
value of the investments.
On disposal of an investment, the difference between its carrying amount and net disposal proceed is charged or credited to the statement of
profit and loss.
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably
measured. The following specific recognition criteria must also be met before revenue is recognized.
Revenue from development, hosting and promotion of web catalogs are recognized pro-rata over the period of the contract as and when services
are rendered. Revenues from lead based services are recognized as and whenleads are consumed by the customer. The Company collects service
tax on behalf of the government and, therefore, it is not an economic benefit flowing to the Company. Hence, it is excluded from revenue.
The unaccrued amounts are not recognized as revenue till all obligation are fulfilled and are reflected in balance sheet as deferred revenue
(income received in advance).
Interest
Interest income is recognized on a time proportion basis taking into account the amount outstanding and the applicable interest rate. Interest
income is included under the head other income in the statement of profit and loss.
Dividends
Dividend from investments is recognized when the right to receive the payment is established and when no significant uncertainty as to
measurability or collectability exists.
Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the
reporting currency and the foreign currency at the date of the transaction.
(ii) Conversion
171
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Foreign currency monetary items are retranslated using the exchange rate prevailing at the reporting date.
(iii)Exchange differences
Retirement benefit in the form of provident fund is a defined contribution scheme. The company has no obligation, other than the contribution
payable to the provident fund. The company recognizes contribution payable to the provident fund scheme as expenditure, when an employee
renders the related service. If the contribution payable to the scheme for service received before the balance sheet date exceeds the contribution
already paid, the deficit payable to the scheme is recognized as a liability after deducting the contribution already paid. If the contribution
already paid exceeds the contribution due for services received before the balance sheet date, then excess is recognized as an asset to the extent
that the pre-payment will lead to, for example, a reduction in future payment or a cash refund.
The company operates only one defined benefit plan for its employees, i.e. gratuity. The costs of providing benefits under this plan are
determined on the basis of actuarial valuation at each year-end. Actuarial valuation is carried out for plan using the projected unit credit method.
Actuarial gain or loss for defined benefit plan is recognized in full in the period in which it occur, in the statement of profit and loss.
Accumulated leave, which is expected to be utilized within the next 12 months, is treated as short-term employee benefit. The company
measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has
accumulated at the reporting date.
The company treats accumulated leave expected to be carried forward beyond twelve months, as long-term employee benefit for measurement
purposes. Such long-term compensated absences are provided for based on the actuarial valuation using the projected unit credit method at the
year-end. Actuarial gains/losses are immediately taken to the statement of profit and loss and are not deferred. The company presents the leave
as a current liability in the balance sheet; to the extent it does not have an unconditional right to defer its settlement for 12 months after the
reporting date. Where company has the unconditional legal and contractual right to defer the settlement for a period beyond 12 months, the same
is presented as non-current liability.
Tax expense comprises current and deferred tax. Current income-tax is measured at the amount expected to be paid to the tax authorities in
accordance with the Income-tax Act, 1961 enacted in India. The tax rates and tax laws used to compute the amount are those that are enacted or
substantively enacted, at the reporting date. Current income tax relating to items recognized directly in equity is recognized in equity and not in
the statement of profit and loss.
Deferred income taxes reflect the impact of timing differences between taxable income and accounting income originating during the current
year and reversal of timing differences for the earlier years. Deferred tax is measured using the tax rates and the tax laws enacted or
substantively enacted at the reporting date. Deferred income tax relating to items recognized directly in equity is recognized in equity and not in
the statement of profit and loss.
Deferred tax liabilities are recognized for all taxable timing differences. Deferred tax assets are recognized for deductible timing differences only
to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be
realized. In situations where the company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognized only if
there is virtual certainty supported by convincing evidence that they can be realized against future taxable profits.In situations where the
company has carry forward tax losses on account of long term capital losses (which can be set off only against the income arising under the head
Capital gains) deferred tax assets arising on such losses are recognized only if virtual certainty supported by convincing evidence that sufficient
future taxable income will be available under the head capital gains against which the loss can be set off.
The company restricts recognition of deferred tax assets to the extent that it has become reasonably certain or virtually certain, as the case may
be, that sufficient future taxable income will be available against which such deferred tax assets can be realized. For recognition of deferred
taxes, the timing differences which originate first are considered to reverse first.
At each reporting date, the company re-assesses unrecognized deferred tax assets. It recognizes unrecognized deferred tax asset to the extent that
it has become reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which
such deferred tax assets can be realized.
172
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
The carrying amount of deferred tax assets are reviewed at each reporting date. The company writes-down the carrying amount of deferred tax
asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be
available against which deferred tax asset can be realized. Any such write-down is reversed to the extent that it becomes reasonably certain or
virtually certain, as the case may be, that sufficient future taxable income will be available.
Measurement and disclosure of the employee share-based payment plans is done in accordance with the Guidance Note on Accounting for
Employee Share-based Payments, issued by the Institute of Chartered Accountant of India. The Company measures compensation cost relating
to employee stock options using the intrinsic value method. Compensation expenses are amortized over the vesting period of the option on a
straight line basis.
Identification of segments:
The company activities of providing e marketplace for business goods is considered to be a single business segment. The analysis of
geographical segments is based on the areas in which customers are based.
Segment Policies:
The company prepares its segment information in conformity with the accounting policies adopted for preparing and presenting the financial
statements of the company as a whole.
Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting
preference dividends and taxes attributable) by the weighted average number of equity shares outstanding during the period, adjusted for bonus
issues, share splits, if any.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted
average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.
(p) Provisions
A provision is recognized when the company has a present obligation as a result of past event, it is probable that an outflow of resources
embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
Provisions are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the
reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates.
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or
non-occurrence of one or more uncertain future events beyond the control of the company or a present obligation that is not recognized because
it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases
where there is a liability that cannot be recognized because it cannot be measured reliably. The company does not recognize a contingent liability
but discloses its existence in the financial statements.
173
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank and in hand and short-term investments with an
original maturity of three months or less.
174
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
175
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
176
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
23. Gratuity
The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure
at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with insurance company in form of qualifying
insurance policy.
The following tables summarizes the components of net benefit expense recognized in the statement of profit and loss and the funded status and
amounts recognized in the balance sheet for the respective plans.
Balance Sheet
Benefit asset/liability
177
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Changes in the present value of the defined benefit obligation are as follows:
178
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
The Company expects to contribute Rs. 11,139,649 to gratuity in FY 2016-17 (31 March, 2015: Rs. 7,479,776)
The major categories of plan assets as a percentage of the fair value of the total plan assets are as follows:
The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the period over
which the obligation is to be settled. There has been significant change in expected rate of return on assets due to the improved stock market
scenario.
The principal assumptions used in determining gratuity obligations for the companys plans are shown below:
179
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
For Service:4 years and below 75% p.a and 17% For Service:4 years and below 75% p.a and 17%
Attrition rate
thereafter thereafter
The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant
factors, such as supply and demand in the employment market.
The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the period over
which the obligation is to be settled. There has been significant change in expected rate of return on assets due to change in the market scenario.
31 March, 2016 31 March, 2015 31 March, 2014 31 March, 2013 31 March, 2012
(Amount in Rs) (Amount in Rs) (Amount in Rs) (Amount in Rs) (Amount in Rs)
Gratuity
Experience adjustments on plan liabilities: Gain/ (Loss) 3943608 13333877 7981954 3051411 -512855
180
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Experience adjustments on plan assets: Gain/ (Loss) -171063 1114740 56443 -87048 -561309
Additional geographical disclosure of details on assets based on location of assets [Table] ..(1)
Unless otherwise specified, all monetary values are in INR
Geographical disclosure of details on assets based on location of assets
1 2
[Axis]
01/04/2015 01/04/2014 01/04/2015 01/04/2014
to to to to
31/03/2016 31/03/2015 31/03/2016 31/03/2015
Disclosure of reportable segments [Abstract]
Disclosure of secondary reportable segments [Abstract]
Additional geographical disclosure of
details on assets based on location of assets
[Abstract]
Geographical disclosure of details on
assets based on location of assets
[LineItems]
Description of segment assets based on
India India Other Other
location of assets
Segment assets based on location of assets 260,09,74,277 106,76,42,742 17,35,682 43,02,130
Cost incurred to acquire tangible and
intangible assets based on location
of assets [Abstract]
Cost incurred to acquire tangible
5,82,75,552 0
assets based on location of assets
Cost incurred to acquire intangible
2,12,61,851 0
assets based on location of assets
Total cost incurred to acquire
tangible and intangible assets 5,82,75,552 2,12,61,851 0 0
based on location of assets
181
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Revenue secondary reportable segment 246,24,52,255 172,89,04,781 (A) 242,56,27,931 (B) 168,37,53,948
Total revenues from external customers and
transactions with other reportable segments
246,24,52,255 172,89,04,781 242,56,27,931 168,37,53,948
of same enterprise secondary reportable
segment
Segment result secondary reportable segment 0 0 0 0
Assets secondary reportable segment 0 0 0 0
Liabilities secondary reportable segment 0 0 0 0
Cost incurred to acquire tangible and
intangible assets secondary reportable
segment [Abstract]
Cost incurred to acquire tangible assets
5,82,75,552 2,12,61,851 5,82,75,552 2,12,61,851
secondary reportable segment
Total cost incurred to acquire tangible
and intangible assets secondary 5,82,75,552 2,12,61,851 5,82,75,552 2,12,61,851
reportable segment
Description of types of products and services
As specified in As specified in
included in each reported segment secondary relevant line item relevant line item
India India
reportable segment
Footnotes
(A) India : 2425627931
(B) India : 1683753948
Footnotes
(A) Others : 36824324
(B) Others : 45150833
Unless otherwise specified, all monetary values are in INR
01/04/2015
to
31/03/2016
Textual information (54)
Disclosure of enterprise's reportable segments explanatory [TextBlock] [See below]
182
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
The following table shows the carrying amount of segment assets and addition to segment assets by geographical area in which assets are
located:
Carrying amount of segment assets and Intangible assets Addition to fixed assets and intangible assets
31 March, 2016 31 March, 2015
(Amt in Rs.) (Amt in Rs.)
India 2600974274 1067642742 58275552 21261851
Other 1735682 4302130 - -
Total 2602709956 1071944872 58275552 21261851
183
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Footnotes
(A) rent
184
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Footnotes
(A) Managing Director
(B) Whole-time Director
185
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Footnotes
(A) Fee for attending Board &Committee meetings
Unless otherwise specified, all monetary values are in INR
01/04/2015 01/04/2014
to to
31/03/2016 31/03/2015
Disclosure of notes on related party explanatory [TextBlock]
Whether there are any related party transactions during year Yes Yes
Whether company is subsidiary company No No
186
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
187
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
188
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Footnotes
(A) Dividend on 0.01% Series A CCPS- 359656 Dividend on 0.01% Series B CCPS- 2870
(B) Dividend on 0.01% Series A CCPS- 310656
189
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Disclosure of notes on other provisions, contingent liabilities and contingent assets explanatory [Text Block]
29. Contingent Liabilities not provided for
31 31
March, March,
2016 2015
(Amt in (Amt in
Rs.) Rs.)
Income Tax in respect of Assessment Year 2006-07 (31 March 2013: assessment years 2007-08) in respect of which
company has gone on appeal in CIT(A). Based on judicial pronouncements, the company's claim is likely to be accepted by 819143 819143
appellate authorities.
Service Tax in respect of Financial Years 2006-07, 2007-08, 2008-09, 2009-10, 2010-11 and 2011-12. Based on judicial
6568335 6568335
pronouncements, the company's claim is likely to be accepted by appellate authorities.
Dividend on 0.01% Series A CCPS 359656 310656
Dividend on 0.01% Series B CCPS 2870 -
190
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
191
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
192
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
193
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Footnotes
(A) Income from web services : 2462452255
(B) Income from web services : 1728904781
(C) Bank deposits : 11352043
(D) Bank deposits : 5050143
(E) Others- 1195141
(F) Bank charges : 10140070
(G) Bank charges : 4412926
(H) Salaries, wages and bonus : 1443465097
(I) Salaries, wages and bonus : 1060096550
(J) Plant and machinery : 10539904
(K) Plant and machinery : 8531941
(L) Content development expenses : 211920814
(M) Content development expenses : 185536994
(N) Communication costs : 10717337
(O) Communication costs : 9019239
(P) Printing and stationery : 10231257
(Q) Printing and stationery : 7786033
(R) Recruitment and training expenses : 39595441
(S) Recruitment and training expenses : 30352975
(T) Customer Support Expenses : 175023783
(U) Customer Support Expenses : 79535392
(V) Provision for diminution in value of Investment- 1431502
(W) Buyer Engagement Expenses : 117417426 Outsourced sales cost : 141849390 Internet and other online expenses : 63014458
Exhibition expenses : 6100 General expenses : 658399
(X) Buyer Engagement Expenses : 69580859 Outsourced sales cost : 34603800 Internet and other online expenses : 41785872 Exhibition
expenses : 1889258 General expenses : 507854
Total gross income from services rendered (A) 246,24,52,255 (B) 172,89,04,781
Expenditure on dividend paid 0 0
Total expenditure in foreign currency 0 0
Total amount of dividend remitted in foreign currency 0 0
Total earnings in foreign currency 0 0
Total revenue from sale of products 0 0
Domestic revenue services 231,28,68,827 164,11,27,155
Export revenue services 14,95,83,428 8,77,77,626
Total revenue from sale of services 246,24,52,255 172,89,04,781
Gross value of transaction with related parties as per AS-18 0 0
Bad debts of related parties as per AS-18 0 0
Footnotes
(A) Income from web services : 2462452255
(B) Income from web services : 1728904781
194
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
The Company, has during the year, not received any intimation from any of its suppliers regarding their status under The Micro, Small and
Medium Enterprises Development Act, 2006 and hence disclosures, if any, relating to amounts unpaid as at the year end along with interest
paid/payable as required under the said Act have not been given. Based on the information available with the Company there are no
principal/interest amounts due to micro and small enterprises.
195
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Revenue recognition
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably
measured. The following specific recognition criteria must also be met before revenue is recognized:
Revenues from development hosting and promotion of web catalogs are recognized pro-rata over the period of the contract as and when services
are rendered.Revenues from lead based services are recognized as and when leads are consumed by the customer.The group collects service tax
on behalf of the government and, therefore, it is not an economic benefit flowing to the company. Hence, it is excluded from revenue.
The un accrued amount are not recognized as revenue till all obligation are fulfilled and are reflected in balance sheet as deferred revenue
(income received in advance).
Interest
Interest income is recognized on a time proportion basis taking into account the amount outstanding and the applicable interest rate. Interest
income is included under the head other income in the statement of profit and loss.
Dividends
Dividend from investments is recognized when the right to receive the payment is established and when no significant uncertainty as to
measurability or collectability exists.
Revenue from marketing fees & service fee is recognized on delivery. The Company collects service tax on commission income on behalf of the
government and, therefore, it is not economic benefits flowing to the Company. Hence, it is excluded from revenue.
The company provides services of arranging exhibitions, trade shows and concerts for the clients. Revenue is recognized on the basis of
provision of services to the client. The company collects service tax on behalf of Government and therefore it is not an economic benefit
therefore excluded from revenue.
196
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Revenue recognition
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably
measured. The following specific recognition criteria must also be met before revenue is recognized:
Revenues from development hosting and promotion of web catalogs are recognized pro-rata over the period of the contract as and when services
are rendered.Revenues from lead based services are recognized as and when leads are consumed by the customer.The group collects service tax
on behalf of the government and, therefore, it is not an economic benefit flowing to the company. Hence, it is excluded from revenue.
The un accrued amount are not recognized as revenue till all obligation are fulfilled and are reflected in balance sheet as deferred revenue
(income received in advance).
Interest
Interest income is recognized on a time proportion basis taking into account the amount outstanding and the applicable interest rate. Interest
income is included under the head other income in the statement of profit and loss.
Dividends
Dividend from investments is recognized when the right to receive the payment is established and when no significant uncertainty as to
measurability or collectability exists.
Revenue from marketing fees & service fee is recognized on delivery. The Company collects service tax on commission income on behalf of the
government and, therefore, it is not economic benefits flowing to the Company. Hence, it is excluded from revenue.
The company provides services of arranging exhibitions, trade shows and concerts for the clients. Revenue is recognized on the basis of
provision of services to the client. The company collects service tax on behalf of Government and therefore it is not an economic benefit
therefore excluded from revenue.
197
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
[300700] Notes - Key managerial personnels and directors remuneration and other information
Disclosure of key managerial personnels and directors and remuneration to key managerial personnels and directors [Table] ..(1)
Unless otherwise specified, all monetary values are in INR
Key managerial personnels and directors [Axis] 1 2 3 4
01/04/2015 01/04/2015 01/04/2015 01/04/2015
to to to to
31/03/2016 31/03/2016 31/03/2016 31/03/2016
Disclosure of key managerial personnels and directors and
remuneration to key managerial personnels and directors
[Abstract]
Disclosure of key managerial personnels and directors
and remuneration to key managerial personnels and
directors [LineItems]
RAJESH MAHENDRAKUMAR ELIZABETH LUCY
Name of key managerial personnel or director Brijesh Agrawal
SAWHNEY CHOUHAN CHAPMAN
Director identification number of key managerial
00191760 01519511 00187253 06459440
personnel or director
Date of birth of key managerial personnel or
16/09/1976 02/02/1966 05/12/1955 20/07/1980
director
Whole Time Independent
Designation of key managerial personnel or director Director Director
Independent Director Independent Director
Bchelor of
Science(Hons)(Medical
Qualification of key managerial personnel or
Graduate Graduate Graduate Microbiology),
director Chartered Financial
Analyst
Shares held by key managerial personnel or director [shares] 32,13,100 [shares] 0 [shares] 0 [shares] 0
Key managerial personnel or director remuneration
[Abstract]
Gross salary to key managerial personnel or
director [Abstract]
Salary key managerial personnel or director 1,91,23,200
Perquisites key managerial personnel or
3,64,600
director
Profits in lieu of salary key managerial
0 0 0 0
personnel or director
Gross salary to key managerial personnel or
1,94,87,800 0 0 0
director
Sitting fees key managerial personnel or
5,10,000 5,60,000 3,90,000
director
Total key managerial personnel or director
1,94,87,800 5,10,000 5,60,000 3,90,000
remuneration
198
INDIAMART INTERMESH LIMITED Standalone Financial Statements for period 01/04/2015 to 31/03/2016
Disclosure of key managerial personnels and directors and remuneration to key managerial personnels and directors [Table] ..(2)
Unless otherwise specified, all monetary values are in INR
Key managerial personnels and directors [Axis] 5 6
01/04/2015 01/04/2015
to to
31/03/2016 31/03/2016
Disclosure of key managerial personnels and directors and remuneration to key
managerial personnels and directors [Abstract]
Disclosure of key managerial personnels and directors and remuneration to key
managerial personnels and directors [LineItems]
DINESH
Name of key managerial personnel or director CHANDRA Dhruv Prakash
AGARWAL
Director identification number of key managerial personnel or director 00191800 05124958
Date of birth of key managerial personnel or director 19/02/1969 13/11/1951
Other Non Executive
Designation of key managerial personnel or director Managing Director
Director
Qualification of key managerial personnel or director Graduate Graduate
Shares held by key managerial personnel or director [shares] 47,41,600 [shares] 0
Key managerial personnel or director remuneration [Abstract]
Gross salary to key managerial personnel or director [Abstract]
Salary key managerial personnel or director 2,66,28,378
Perquisites key managerial personnel or director 3,64,600
Profits in lieu of salary key managerial personnel or director 0 0
Gross salary to key managerial personnel or director 2,69,92,978 0
Sitting fees key managerial personnel or director 2,00,000
Other compensation key managerial personnel or director (A) 6,75,000
Total key managerial personnel or director remuneration 2,69,92,978 8,75,000
Footnotes
(A) Others, please specify[ Training Fee]
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