Dear Shareholders,
The Board of Directors of your Company take pleasure in presenting the
Twenty Second annual Report of the Company together with the audited consolidated &
standalone financial statements and the auditor?s Report thereon for the financial
year ended March 31, 2023.
The results of operations for the year under review are given below:
RESULTS OF OPERATIONS
in Rs Lakhs, except per equity share data
|
Consolidated |
Standalone |
|
FY 23 |
FY 22 |
FY 23 |
FY 22 |
1. Net Revenue |
45,576.92 |
43,449.56 |
44,865.18 |
42,966.68 |
2. Other Income |
751.13 |
297.85 |
1,093.96 |
611.88 |
3. Total income (1+2) |
46,328.05 |
43,747.41 |
45,959.14 |
43,578.56 |
Expenditure: |
|
|
|
|
a) Employee Benefit Expenses |
14,409.60 |
13,231.69 |
14,206.73 |
13,057.94 |
b) Marketing Expenses |
18,230.62 |
16,212.10 |
18,149.99 |
16,131.18 |
c) Infrastructure /Communication/ Administration Expenses |
6,193.19 |
5,308.00 |
6,109.92 |
5,197.87 |
4. Total expenditure |
38,833.41 |
34,751.79 |
38,466.64 |
34,386.99 |
5. EBITDA(3-4) |
7,494.64 |
8,995.62 |
7,492.50 |
9,191.57 |
6. Depreciation/Amortization |
2,997.21 |
2,690.68 |
2,893.31 |
2,632.45 |
7. Finance Cost |
590.75 |
536.00 |
588.24 |
531.34 |
8. Finance Income |
1,687.32 |
1,496.23 |
1,709.42 |
1,507.59 |
9. Profit before tax and share of profit / (loss) from
associate (5-6-7+8) |
5,594.00 |
7,265.17 |
5,720.37 |
7,535.37 |
10. Share of loss from associate, net of taxes |
(0.96) |
(78.95) |
- |
- |
11. Net Profit before tax (9-10) |
5,593.04 |
7,186.22 |
5,720.37 |
7,535.37 |
12. Tax Expense |
925.80 |
1,827.07 |
947.88 |
1,837.19 |
13. Net Profit after tax (11-12) |
4,667.24 |
5,359.15 |
4,772.49 |
5,698.18 |
14. Other Comprehensive Income- Net of Tax |
0.12 |
(41.94) |
(32.13) |
(51.51) |
15. Total Comprehensive Income (13+14) |
4,667.36 |
5,317.21 |
4,740.36 |
5,646.67 |
16. Retained Earnings (Opening Balance) 17. Transfer to
General Reserve |
16,690.06 3,475.33 |
12,178.40 4,511.66 |
16,843.40 3,581.96 |
11,990.60 4,852.80 |
18. Retained earnings (Closing Balance) |
20,165.39 |
16,690.06 |
20,425.36 |
16,843.40 |
19. EPS Basic |
20.73 |
23.42 |
21.20 |
24.90 |
20. EPS Diluted |
20.72 |
23.39 |
21.19 |
24.87 |
BUSINESS REVIEW
Your Company achieved consolidated revenue of Rs. 45,576.92 Lakhs
during the year under review as against Rs. 43,449.56 Lakhs during the previous financial
year, a growth of 4.90 % year on year. The operating expenses stood at Rs. 38,833.41 Lakhs
during the year as against Rs. 34,751.79 Lakhs of the previous year, representing an
increase of 11.75 %. The Earnings before Interest, Tax and Depreciation (EBITDA) for the
year was at Rs. 7,494.64 as against Rs. 8,995.62 Lakhs for the previous year, a decrease
of 16.69%. The Profit before tax for the year was at Rs. 5,593.04 Lakhs as against Rs.
7,186.22 Lakhs of the previous year, representing a decrease of 22.17%. The Company?s
consolidated Net Profit (PAT) for the year was at Rs. 4,667.24 Lakhs as against Rs.
5,359.15 Lakhs of the previous year, a decrease of 12.91%.
Your Company has two business segments, Matchmaking & Marriage
Services and considers them as the primary segment under Ind AS 108 for reporting.
Matchmaking
The Company has added 9.94 Lakhs in paid subscriptions, an increase of
11.19% over the previous year. The revenue for the current year was at Rs. 44,602.50 Lakhs
as against Rs. 43,036.44 Lakhs for the previous year, resulting in a growth of 3.64%. The
matchmaking EBITDA for the year decreased by 14.48% to reach Rs. 9,553.71 Lakhs as against
Rs. 11,171.56 Lakhs of the previous year.
Marriage Services
The revenue from marriage services for the year was at Rs. 974.42 Lakhs
as against Rs. 413.12 Lakhs of the previous year, resulting in an increase of 135.87%. The
loss for the year was at Rs. 1300.46 Lakhs as compared to loss of Rs. 955.30 Lakhs of the
previous year.
Detailed analysis of the performance of the Company and its businesses
has been presented in the section on Management Discussion and Analysis Report forming
part of this report
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review
as stipulated under Regulation 34 (2) (e) of the SEBI (LODR) Regulations 2015 is presented
in a separate section and forms part of this report.
LIQUIDITY
As on March 31, 2023, on a consolidated basis, we had liquid assets
(includes cash and cash equivalents and investments) of Rs. 32,453.91 Lakhs as against Rs.
33,372.41 Lakhs at the previous year end. Your Company is also debt free as on 31st
March 2023. The details of these investments are disclosed under the Financial
Assets? section in the consolidated financial statements in this Annual Report.
FUTURE OUTLOOK
Company being the leader in the matchmaking space believes that growth
prospect is high since the Country has large unmarried population coupled with the
increasing internet and mobile penetration in India, cultural receptivity to arranged
marriages and increased freedom of choice over life decisions. Internet base in India is
expanding very rapidly and is expected to grow significantly in the coming years and this
augurs well for the on line matchmaking segment. To ride on the growth, your Company will
continue to focus on product and process improvements and invest in brand.
For more details kindly refer to Management Discussion and Analysis
report which is presented as separate section and forming part of this report.
DIVIDEND
Your Company has been consistent in generating operating cash flow over
the years. The dividend policy indicates that the Company endeavors to maintain a minimum
dividend pay-out ratio of 10-15% of standalone profits after tax, excluding exceptional
transactions. The payout ratio may be altered if cash is to be retained under certain
circumstances. The Board has recommended a final dividend of Rs.5 per equity share, in its
meeting held on May 09, 2023 subject to approval by the shareholders at the ensuing annual
general Meeting. The total dividend pay-out for the current year is Rs. 1,112.77 Lakhs
signifying a pay-out ratio of 23.84%
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not
apply as there is no dividend that has remained unclaimed and unpaid for a period of seven
years from the date it became due for payment.
SIGNIFICANT EVENTS
There are no significant events during the year.
SHARES
BUYBACK OF SECURITIES
During the year, the Company bought back 6,52,173 equity shares of Rs.
5 each at a price of Rs. 1,150/- per share for an amount not exceeding Rs. 7,500 lakhs .
SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year
under review.
BONUS SHARES
The Company has not issued any Bonus Shares during the year under
review.
EMPLOYEES? STOCK OPTION SCHEME
The Employee Stock option scheme enables the Company to hire and retain
the best talent for its senior management and key positions. The Nomination and
Remuneration Committee of the Board of Directors of the Company, inter alia, administers
and monitors the employee stock option scheme in accordance with the applicable SEBI
Regulations. The disclosure as required under Rule 12(9) of the Companies (Share Capital
and Debentures) Rules, 2014 is as under
i) Options movement during the year
Sl. No. |
Particulars |
ESOS 2014 |
1. |
Number of options outstanding at the beginning of the year |
1,27,697 |
2. |
Number of options granted during the year |
- |
3. |
Number of options forfeited / lapsed during the year |
25,100 |
4. |
Number of options vested during the year |
24,950 |
5. |
Number of options exercised during the year |
8,922 |
6. 7. |
Number of shares arising as a result of exercise of options
Exercise price of options granted during the year |
8,922 |
8. |
Variation of terms of options |
NIL |
9. |
Money realized by exercise of options (INR), if scheme is
implemented directly by the company |
35,94,098 |
10. |
Number of options outstanding at the end of the year |
93,675 |
Employee wise details of options granted to |
|
Key Managerial Personnel |
NIL |
Employees who received a grant in the year amounting to 5% or
more of options granted during the year |
NIL |
Identified employees who were granted option, during the year
equal to or exceeding 1% of the Issued Capital (excluding outstanding warrants and
conversions) of the company at the time of grant |
Nil |
The Employee Stock Option Scheme 2014 is in compliance with SEBI (Share
based Employee Benefits) Regulations 2014. The details required under Regulation 14 of the
SEBI (Share based Employee Benefits) Regulations 2014 are available on the Company?s
website at https://www.matrimony.com/investors/investor-reports?search=finandaLfillings&cat=Annual%20report
The Company has received a Certificate from the practising Company
Secretary that the Scheme has been implemented in accordance with the SEBI Regulations,
and the resolution passed the members. The Certificate would be placed at the Annual
General Meeting for inspection by members.
BOARD OF DIRECTORS
In the opinion of the Board, the independent Directors appointed by the
Company possess adequate experience, expertise with integrity and standing.
Shri Murugavel Janakiraman, Managing Director retires at this Annual
General Meeting and being eligible, offers himself for re-election. Smt. Akila
Krishnakumar, Independent Director being eligible, is seeking re-appointment for a period
of 5 years in the ensuing Annual General Meeting.
DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board
that they fulfill all the requirements as stipulated in Section 149(6) of the Companies
Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the
provisions of the Companies Act, 2013 and the relevant rules.
As per the provisions of the Companies (Appointment and Qualification
of Directors) Fifth Amendment Rules, 2019, every individual who has been appointed as an
independent director in a company, on the date of commencement of the above rules shall
within a period of thirteen months from the date of commencement apply to Indian Institute
of Corporate Affairs for inclusion of his name in the data bank for such period till he
continues as Independent Director of any Company.
As per the above provisions, every independent director shall submit a
declaration of compliance with sub-rule (1) and sub-rule (2) to the Board, each time
he/she submits the declaration required under sub-section (7) of section 149 of the Act.
The Company has obtained a declaration to that effect from the Independent Directors
All the independent Directors are exempted from passing online
proficiency self-assessment test based on their experience and hence the requirement of
passing online proficiency self-assessment test is not applicable for the Independent
Directors of the Company.
The detailed terms of appointment of Independent Directors is disclosed
on the Company's website in the following link https://
www.matrimony.com/sites/default/files/newsroom-assets/2022-12/letter-of-appointment-of-independant-director-06-02-18.pdf
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company had 6 Board meetings during the financial year under review
and a separate meeting of the Independent Directors on 30/03/2023.
BOARD EVALUATION
The performance evaluation of the Board, its committees and individual
Directors including independent Directors was conducted based on the criteria laid down by
the Nomination and Remuneration Committee of the Company covering various aspects of the
Board?s functioning such as adequacy of the composition of the Board and its
committees, Board culture, execution and performance of specific duties, obligation and
governance.
The Board has carried out the annual performance evaluation pursuant to
the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (LODR)
Regulations, of its own performance, the individual Directors including independent
Directors and its Committees based on the predetermined templates designed as a tool to
facilitate evaluation process, on parameters such as level of engagement, contribution,
independence of judgement, safeguarding the interest of the Company and its minority
shareholders etc.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE
The particulars of Loans, guarantees or investments made under section
186 of the Companies Act, 2013 is furnished below Investment
Name of the Company |
No of shares |
Amount (in Rs.) |
Sys India Private Limited* |
1,00,000 |
1,00,000 |
Consim Info USA Inc., USA |
1,000 |
45,120 |
Matrimony DMCC |
50 |
10,16,474 |
Astro-Vision Futuretech Private Limited |
3,341 |
6,14,43,400 |
Bangladeshi Matrimony Private Limited* |
10,99,785 |
95,58,400 |
Boatman Tech Private Limited* |
16,692 |
9,94,95,400 |
* Includes shares held by Shri. Murugavel Janakiraman on behalf of the
Company
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The disclosures to be made under Section 134(3)(m) of the Companies
Act, 2013 read with rule 8 (3) of the Companies (Accounts) Rules, 2014 by the Company are
as under
i) Conservation of Energy
Steps Taken or Impact on Conservation of Energy
The Company strives and makes conscious efforts to reduce its energy
consumption though business operations of the Company is not energy intensive. Some of the
measures undertaken are listed below:
1. Usage of LED lights in office spaces that are more energy efficient.
2. Regular monitoring of temperature inside the office premises and
controlling the Air Conditioning system.
3. Rationalisation of usage of electricity
4. Planned preventive maintenance
ii) Technology Absorption
The Company by itself operates in the dynamic information technology
space. It has constantly evolved through the use of technology. From modernisation of the
data centre, to automation powered by Artificial Intelligence (AI), to Machine Learning
(ML), and to the deployment of the Big Data platform and the Analytical database, the
Company has constantly been at the forefront when it comes to Technological advancements
and transformations. The Company has adequate members in Technology development functions
and keeps updating the changes in technology.
iii) Foreign Exchange earnings and outgo
The details of the Foreign Exchange earnings and outgo are given below
a) Earnings in Foreign Currency (in Rs. Lakhs)
Sl No |
Particulars |
2022-23 |
2021-22 |
1 |
Income from services |
6,096.23 |
5,832.19 |
>
2 |
Database access fees |
122.23 |
104.23 |
3 |
Business License fees |
71.70 |
53.90 |
Total |
6,290.16 |
5,990.32 |
|
b) Expenditure in Foreign Currency |
|
(in Rs. Lakhs) |
|
Sl No |
Particulars |
2022-23 |
2021-22 |
1 |
Advertisement Expenses |
345.63 |
233.56 |
2 |
Technical & Web hosting charges |
43.61 |
133.20 |
3 |
Other Expenses |
135.88 |
112.89 |
Total |
525.12 |
479.65 |
|
PARTICULARS OF EMPLOYEES & REMUNERATION
The ratio of the remuneration of each Director to the median
employee?s remuneration and other details in terms of sub-section 12 of Section 197
of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are forming part of this report as
ANNEXURE A.
The information required under 5(2) and (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as ANNEXURE
B.
The Managing Director has not received any remuneration or commission
from the subsidiary Companies.
SECRETARIAL AUDIT
The provisions of the secretarial audit under Section 204 are
applicable to the Company. Accordingly, the Secretarial Auditor was appointed to carry out
the audit. The Audit report is attached as ANNEXURE C. The explanation for the observation
made by the secretarial auditor is given below:
Observations
The gap between two Risk Management Committee meetings exceeds 180 days
under Regulation 21 (3) (3C) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
Management Response:
The gap between the two meetings in the current financial year did not
exceed 180 days but exceeded 180 days between the last meeting held in the previous year
and the first meeting of the current year. This has happened due to inadvertence. Efforts
are being taken to ensure that the gap will not exceed 180 days in the future.
SECRETARIAL STANDARDS
The Company complies with all applicable secretarial standards
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL
STATEMENT RELATES AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which this financial
statement relates on the date of this report.
FIXED DEPOSITS
The Company has not accepted any deposits from the public falling
within the ambit of Section 73 of the Companies Act, 2013 read with Companies (Acceptance
of Deposits) Rules, 2014, and no amount of principal or interest was outstanding as of the
Balance Sheet date.
DETAILS OF SUBSIDIARIES & ASSOCIATE COMPANY
Your Company has five wholly owned subsidiaries, viz. Sys India Private
Limited, Consim Info USA Inc, Bangladeshi Matrimony Private Limited, Matrimony DMCC, Dubai
and Boatman Tech Private Limited. The Company has one Associate Company viz Astro Vision
Futuretech Private Limited.
The details of the financial performance of Subsidiaries/Associate
Company are furnished in ANNEXURE D and attached to this report.
HUMAN RESOURCES MANAGEMENT
Your Company has a pan India presence and employs around 3172
associates to accomplish the purpose of the Company?s "HAPPY MARRIAGES". We
have unleashed the power of inclusion through our geographical spread to cater to various
Indian communities across the globe. Gender equity is our strength, as more than 55% of
our associates are women, with an average age of our associates being 29 years.
As Human Resources Function, we achieved many significant milestones
with technology and automation at the heart of this FY?23 journey.
Some of the initiatives we implemented as part of people practices
included:
Employee Value Proposition ("EVP")
An Employee Value Proposition deck showcasing Matrimony.com as
an attractive career choice was done. This aesthetically designed deck was infused with
audio visuals showcasing the credentials of Senior Leaders, bytes of Managing Director
(MD), Senior Leadership, and a few smart associates. An internally created audio visual
with candid visuals on culture and ambiance was a star attraction of the EVP deck.
Internship: Project Interns from Tier 1 B Schools and Tech
institutes were hired in the product/tech teams. The move brought in a young bunch of
talented youngsters from pedigreed institutions with a view to infuse fresh ideas in the
product teams and also showcase matrimony.com as a happening place to be in.
HR Capability Building
All Business HR people in Pan India underwent an internally
designed Induction certification program that trained them on best Induction practices as
they are the front-ending brand ambassadors of the organization to an incoming associate.
All Trainers Pan India were given a 2-day Train the Trainer
Certification Programme to hone their competency in Sales training and experiential
learning methodology. The program was a mix of Instructor led training and outbound
experiential learning.
New Policies
An Internal Job Posting Policy was framed and implemented this
year opening avenues for existing associates to apply for roles within the organization as
per their interests and skillsets - a progressive move that widens the career scope of
associates.
Human Rights Policy: A human rights policy was drafted and
rolled out that focused on the organization?s commitment to fundamental human rights
and zero tolerance of any kind of workplace abuse. The policy is a forerunner to
initiating a positive and healthy work culture and fosters inclusivity and respect at the
workplace.
Enhancing Employee Experience
Leader Visits: The Senior Leadership team including the Managing
Director (MD) took turns visiting all office locations in Pan India. They addressed the
associates, understood ground-level concerns and addressed them, and also participated in
the on- floor Rewards and Recognition ("R&R") in the region.
Events: All National and Religious festivals and occasions like
Women?s day, Children?s Day, Cancer awareness day were observed and celebrated
with great fanfare across regions. Associates were made to participate in local flavors
and festivities. Unlimited synergy was the hallmark of all events.
Culture of Recognition
The internal rewards & recognition platform was revamped to include
more categories of awards. Certain categories of awards that were hitherto non-monetized
were monetized and a focused campaign was done to bring in more nominations overall and
unique nominations. This consciously led to a culture of appreciation and recognition
across the organization.
People who were nominated for these awards were now acknowledged on the
floor with a physical rewards & recognition event that was conducted. Business Leaders
in the regions participated and distributed the awards to the associates. This initiative
was welcomed by associates across the regions.
Cultural Integration through Audio visual Mode
An internal audio-visual team was set up and audiovisuals on various
aspects of organizational culture were produced. Candid visuals highlighting the
employee-friendly culture, awareness and sensitization videos on aspects of health and
wellness, ESG, Event round ups and videos highlighting the rewards & recognition,
celebration, leader visits, occasion based special campaigns were all internally produced
and an exclusive YouTube channel called life@matrimony.com was started.
Capability building
Individual Development Plan for High Potential people: 25 High
Potential employees were identified across functions and Individual development plans
along with their managers were drafted for them in line with their growth aspirations and
the need of the organization. Hogan assessments were done for the Band 4 and Band 5
associates and one on one feedback was given. This gave them an insight into their own
strengths and areas of development and laid the foundation for their developmental
journey.
FLDP: Frontline Leadership Development Programme which is a
continual development program to hone the competencies of the Telemarketing Executives in
certain segments was launched. This was a 2-pronged approach that addressed the business
need as well as paved the way for opening future career avenues for Tele Marketing
Executives (TMEs).
ESAT Survey
My Voice 22 an Employee Satisfaction Survey was conducted for all
associates of Matrimony.com. 2208 associates participated in the survey. The survey?s
comprised of an Engagement Index, Leadership Index, Manager Index, HR Index and Wellbeing
Index. We came out with an engagement score of 65% which was closely on par with Industry
standards.
We Matter Awards
It rained awards for matrimony.com and its Senior Leadership at the WE
Matter awards evening. While Matrimony.com as an organization won the award for the best
organization for Diversity & Inclusion, Shri. Murugavel Janakiraman won the award for
best CEO, Shri. Rajesh Balaji won the award for the best CHRO and Shri. Sushanth S Pai and
Smt. Saichitra Swaminathan won awards for Role Model Leaders.
HR helpdesk Ticketing Tool: Channelizing the employee queries and
efficiently managing the turnaround time have been one of the key priorities on the HR
agenda for this year. As an important step towards streamlining HR Operations processes,
HR Helpdesk Ticketing Tool was launched on Jan?23. The launch of this tool has
consolidated the multiple query channels that prevailed, helped us measure the quantum of
queries reaching us under various categories and sub-categories, and has been built based
on the Global Net Promotor Score concept which has a direct measurement of the employee
experience scale.
Other initiatives
We conducted various initiatives in the health related area such as
General health check up, blood donation camp, Eye camp, covid booster vaccination camp and
work place related improvements such as revamp of facilities, branding, hygiene related
measures etc.
Giving back to society
The Company signed an MOU with Greater Chennai Corporation for park
maintenance at a prominent location in Chennai stretching 2.1 km as part of its CSR
project. This was part of the initiative of the Tamilnadu Government to develop parks in
honour of the 75th Anniversary of India?s Independence. The Honourable Chief Minister
of Tamilnadu inaugurated this Independence Day Park. It comprises a Miyawaki Forest, a
kids' play area, and a dedicated bicycle lane, among other attractions. The extra
amenities include an open gym, a badminton court, LED lights, wall art, and artificial
water fountain. The park also features a separate area where kids can practice martial
arts and Skating, as well as an outdoor theatre for cultural events. The Company took over
the maintenance activity and did various activities such as CCTV installation, manpower
deployment, water coolers, toilet works, game zone, Police booth etc. Matrimony.com also
planted 100 new saplings along with its employees as part of this initiative.
RELATED PARTY TRANSACTIONS
The Company has a Policy for dealing with Related Parties as per the
requirements of the Companies Act, 2013 and Regulation 23 of the Listing Regulations.
In line with its stated policy, all Related Party transactions are
placed before the Audit Committee for review and approval. The related party transactions
of the Company that are disclosed in the financial statements are transactions that are
entered into with the wholly owned subsidiaries & associate company pursuant to an
agreement with them generally for a minimum period of three years. The Company has not
entered into any related party transactions other than with the Associate Company &
Wholly owned subsidiaries. The list of Related Parties is reviewed and updated
periodically as per the prevailing regulatory conditions.
A statement containing the nature and value of the transactions entered
into by the Company with Related Parties is presented by the Chief Financial Officer for
quarterly review by the Committee. All transactions with Related Parties entered during
the financial year were in the ordinary course of business and on an arm?s length
basis. There are no materially significant related party transactions made by the Company
with its Promoters, Directors, Key Managerial Personnel or their relatives which may have
a potential conflict with the interest of the Company at large. There are no other
contracts or arrangements entered into with Related Parties except with the Wholly owned
subsidiaries during the year. However, the details of the contracts that are subsisting
during the year are disclosed under Sections 188(1) and 134(h) of the Companies Act, 2013
in form AOC-2 as ANNEXURE E
CORPORATE GOVERNANCE
Your Company strongly believes that the spirit of Corporate Governance
goes beyond the statutory form. Sound corporate governance is the key driver of
sustainable corporate growth and long-term value creation for the stakeholders and the
protection of their interests. Your Company endeavors to meet the growing aspirations of
all stakeholders including shareholders, employees and customers. Your Company is
committed to maintaining the highest level of transparency, accountability and equity in
its operations. Your Company always strives to follow the path of good governance through
a broad framework of various processes.
PREVENTION OF SEXUAL HARASSMENT POLICY
The Company has zero tolerance for sexual harassment at the workplace
and has adopted a policy on prevention, prohibition and redressal of sexual harassment at
the workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention
and redressal of complaints of sexual harassment at workplace. The company has complied
with provisions relating to the constitution of the Internal Complaints Committee under
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.
During the financial year 2022-23, there were 4 complaints of sexual
harassment and appropriate action was taken after the investigation. Necessary steps were
taken to create awareness of the prevention of Sexual harassment policy.
ANNUAL RETURN
The extracts of the Annual Return pursuant to the provisions of Section
92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014
available on the website of the Company under the link
https://www.matrimony.com/investors/
investor-reports?search=financial_fillings&cat=Extract%20of%20annual%20return
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
No significant and material orders were passed by the regulators,
courts or tribunals impacting the going concern status and future operation of the
Company.
DISCLOSURE UNDER SUB-RULE 5(XI) & (XII) OF RULE 8 OF COMPANIES
(ACCOUNTS) RULES, 2014
The Company has neither made any application nor any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year. Further, the
Company has neither taken any loan from the Banks or Financial institutions nor entered
into any one-time settlement with them.
INTERNAL CONTROL SYSTEMS
Internal control systems in the organization are looked at as key to
its effective functioning. The Internal Audit team periodically evaluates the adequacy and
effectiveness of these internal controls, recommends improvements, and also reviews
adherence to policies based on which corrective action is taken to address gaps, if any.
Revenue and capital expenditures are governed by approved budgets and the levels are
defined by a delegation of authority mechanism. A review of capital expenditure is
undertaken with reference to benefits expected in line with the policy for the same
Investment decisions are subject to formal detailed evaluation and approved by the
relevant authority as defined in the delegation of authority mechanism. The Audit
Committee reviews the plan for internal audit, significant internal audit observations,
and functioning of the Company?s Internal Audit department on a periodic basis.
Internal Financial Control Systems with reference to the Financial
Statements
The Company has a formal system of internal financial control to ensure
the reliability of financial and operational information and regulatory & statutory
compliances. The Company?s business processes are enabled by an Enterprise-wide
Resource Platform (ERP) for monitoring and reporting processes resulting in financial
discipline and accountability. An independent audit has been carried out for testing the
Internal Financial Control system during the financial year for ascertaining the control
effectiveness.
Disclosure of maintenance of Cost Record
The Company is not required to maintain the cost records under
sub-section (1) of section 148 of the Companies Act, 2013.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 the Board hereby submits its responsibility Statement-
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures;
(b) they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the company at the end of the
financial year and of the profit of the company for that period;
(c) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the company and for preventing and detecting fraud and other irregularities;
(d) they have prepared the annual accounts on a going-concern basis;
(e) They have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and were operating
effectively
(f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
ACKNOWLEDGMENTS
Your Directors place on record their sincere thanks to bankers,
business associates, consultants, and various Government
Authorities for their continued support extended to your Company?s
activities during the year under review. Your Directors also acknowledges gratefully the
shareholders for their support and confidence reposed on your Company.
|
For and on behalf of the Board of Directors of Matrimony.com
Limited |
Place: Chennai |
Murugavel Janakiraman |
Date: May 09, 2023 |
Chairman & Managing Director & Chairman of CSR
committee |