Infibeam Avenues Ltd

Infibeam Avenues Limited, formerly known as Infibeam Corporation Limited, was incorporated on June 30, 2010 at Ahmedabad, Gujarat as a public limited company under the Companies Act, 1956 and a Certificate of Incorporation was issued by the RoC on June 30, 2010. A Certificate of Commencement of Business was issued by the RoC on July 3, 2010. The Company is Indias leading ecommerce and payment solutions provider to businesses and the government. It is primarily engaged in business of software development services, maintenance, web development, payment gateway services, ecommerce and other ancillary services. It provides a comprehensive suite of Digital Payment Solutions (Payments) Enterprise Marketplace Software Platforms (Platforms) along with data center services.In 2011 the Company launched 10.00 million SKUs across multiple categories and also launched rewards platformCrossword, Tata AIG and more than 100 brands. The company also entered into a Memorandum of Understanding with the Government of Gujarat to power rural ecommerce through Vishwagram.In 2012 the Company launched Buildabazaar enterprise platform.In 2013, the company established INDENT with Sony Music for digital downloads and distribution. The company also launched JIVE HD on Sony Experia phones in Asia. The company also expanded Buildabazaar platform for International clients.In 2014 the Company launched Adlabs Imagica on Buildabazaar large theme park implementation. The Company acquired 100% of OdigMa Consultancy Solutions Private Limited for providing online marketing services to merchants. The company also launched Shipdroid for merchants to use last mile logistics solution software.In 2015 the Company launched login by Infibeam to drive traffic to sites using buildabazaar platform.Infibeam Incorporation raised funds pursuant to Initial Public Offering (IPO) for the purpose of setting up of cloud data centre, purchase of property, for shifting and setting up of its registered and corporate office, setting up of 75 logistic centres, purchase of software and for general corporate purposes. The IPO was open for subscription during the period from 21 March 2016 to 23 March 2016. The company issued 1,04,16,666 equity shares at face value of Rs. 10/ and Premium of Rs. 422/ and the aggregate issue price of Rs. 432/ per equity share. On 4 July 2016, Infibeam Incorporation announced that the Company has executed an agreement with Gujarat Cooperative Milk Marketing Federation (GCMMF) to provide online ecommerce and mobile platform with integrated logistics framework for ondemand customer purchase of Amul Products.On 26 October 2016, Infibeam Incorporation announced that the Company has entered into an MoU with ILFS Township Urban Assets Limited (ITUAL) for undertaking and implementing projects in digital space and ecommerce for Central Government, various State Governments and Private Partners. Infibeam shall set up a Special Purpose Vehicle (SPV) which will be located at GIFT Two Building, GIFT City, Gandhinagar wherein Infibeam will provide its stateoftheart technology and office premises for expanding and implementing digital projects that would be implemented by the SPV. The said SPV will target indicative achievable revenue opportunity of Rs 1250 crore over a period of 5 (Five) years starting from F.Y. 201718.On 31 March 2017, Infibeam Incorporation announced that it has signed a binding addendum to the Memorandum of Understanding and made payment of Rs 150 crore to acquire 7.5% equity stake with control of CC Avenue. The Board has also approved further investment of Rs. 60 crores for acquiring 3.85% of stake of CC Avenue already held by NSI Infinium Global Pvt. Limited (NSI), the Wholly Owned Subsidiary of Infibeam Incorporation Limited. With this, the total investment made by Infibeam into CC Avenue increases to Rs 210 crore representing 11.35% stake in the CC Avenue. With this, investment made by NSI in CC Avenue would be entirely liquidated.On 11 May 2017, Infibeam Incorporation announced that the Board of Directors of the company has approved to make investment in preference shares along with Avenues (India) Private Limited (CCAvenue) into Avenues Payments India Private Limited (RemitGuru) as an anchor investor. As a part of this investment transaction, Infibeam and CC Avenue will invest Rs 3 crore in RemitGuru wherein Infibeam will invest Rs 2 crore. Prior to this investment, CCAvenue already holds 26.76% Equity stake in this Company. This partial acquisition would not fall within related party transaction(s) and no governmental or regulatory approvals are required. This will be a cash deal transaction and this investment will be helpful in increasing the crossborder ecommerce business transactions and making the remittance business cash free through fintech solutions. RemitGuru is a digital cross border money remittance solution with a secured, scalable and configurable platform. Customers from more than 25 countries send money to India through this platform in 8 currencies. The Company seamlessly integrates to multiple payment systems and compliance networks across the world. Furthermore, the company also offers its state of the art platform to banks across the globe to enable them to launch their own cross border transaction services.The Board of Directors Infibeam Incorporation at its meeting held on 13 July 2017 approved split/ sub division of equity shares of the company from existing face value of Rs 10/ (Rupees Ten Only) per Equity Share to Face Value of Rs. 1/ (Rupee One Only) per equity share. The Board also approved the Scheme of Amalgamation of Avenues (India) Private Limited (CCAvenue) with the company. Avenues (India) Private Limited is engaged into the business of online payment gateway, online reservation solution for hotels, online event, the brand CC Avenue and admission collection solution etc.With respect to media reports Fairfax seeks a bite of India EComm pie with Infibeam stake or Fairfax eyes Infibeam stake, Infibeam Incorporation clarified to the stock exchanges on 17 August 2017 that the company has not released any specific information pertaining to the news report, so far. Under the circumstances, the company is unable to confirm or deny the news reports.On 15 March 2018, Infibeam Incorporation informed the stock exchanges that the Company is in receipt of letter dated March 15, 2018 from one of the Joint Statutory Auditors i.e. M/s. S S R Associates LLP, Chartered Accountants of the Company, expressing its inability to continue due to time and resource constraints and voluntarily resigning as the Joint statutory auditors w.e.f. March 15, 2018. Furthermore, the Company will continue its association with them through other professional services on mutually agreed terms in future. Whereas M/s. S R S C Co. LLP, Chartered Accountants shall continue to be the Statutory Auditors of the Company.On 29 March 2018, Infibeam Incorporation announced that it has entered into Warrant Subscription Agreement dated March 28, 2018 with TV18 Broadcast Limited to issue, offer and allot 21,45,002 fully convertible warrants (Warrants) convertible in to one Equity Share per warrant at an aggregate consideration not exceeding Rs 40 Crore. The Board of Directors of Infibeam Incorporation Limited at its meeting held on 7 May 2018 considered and approved acquisition of entire share capital of Unicommerce eSolutions Private Limited from its existing Shareholders i.e. Jasper Infotech Private Limited (Snapdeal) (Sellers and the Proposed Transaction) for a consideration other than cash for an aggregate consideration not exceeding Rs 120 crore and execution of the Share Purchase Agreement (SPA) on May 7, 2018 for acquisition of entire share capital of Unicommerce eSolutions Private Limited from its existing shareholders. Consequent to acquisition of the entire share capital, Unicommerce eSolutions Private Limited will become the wholly owned subsidiary of Infibeam Incorporation Limited. The consideration for the acquisition will be by way of issue of Preferential Issue of Optionally Convertible Debenture(s) (OCD), either redeemable or convertible into equivalent number of Equity Shares of Rs. 1/ each for an aggregate consideration not exceeding Rs 120 croresOn 21 May 2018, Infibeam Incorporation announced that its wholly owned subsidiary based in Dubai Infibeam Global EMEAFZLLC has acquired 100% Shareholding of Vavian International Limited, a company formed and registered in Dubai (Target Company). The acquisition is expected to be completed in next 2 to 4 weeks. Vavian International Limited is engaged in the online digital payments processing business (Payment Gateway services) offered to merchants in the Middle East region. The Target Company processes approx. 2,500 transactions having transaction value of AED 2 Million on daily basis.With reference to an article on Infibeam Incorporation circulated in social media, Infibeam Incorporation clarified to the stock exchanges on 19 June 2018 that it has been the philosophy of the company to forward invest and not to burn cash in order to just to gain market share rather to continue generating profits while increasing the market share. The company also clarified that it Infibeam IWS does not sell products. It sells web services for which it charges merchants by way of successful transactions. Infibeam has adopted a different strategy to focus on products, which are not necessarily fast selling products. However, they do sell for the value that they possess. While the fast moving consumer products have lower profit margins, Infibeam believes in selling such products where they remain contribution positive. The company also clarified that it has not announced any plans to venture into the payments bank business.On 27 June 2018, Infibeam Incorporation announced that it has partnered with Network18 Group for launching one of the largest online financial platform moneycontrol.ooo in Hindi. Network18 and Infibeam will jointly promote Moneycontrol Hindi to channelize traffic. Further, Infibeam Web Services will enable Network18 to explore various synergistic business strategies specifically in the digital space focusing on collaborative innovation and market expansion. Moneycontrol Hindi on Infibeam platform will enable Network18 to expand its audience reach while offering seamless experience to search and consume financial information in regional format.The name of the company was changed from Infibeam Incorporation Limited to Infibeam Avenues Limited, with effect from 23 July 2018 by virtue of Certificate of Incorporation issued by the office of Registrar of Companies, Gujarat.On 28 September 2018, Infibeam Avenues clarified to the stock exchanges that the company has given interest free unsecured loan to its wholly owned subsidiary M/s. NSI Infinium Global Pvt Ltd (NSI) since inception. The outstanding loan as on 31 March 2018 stood at Rs 135.02 crore. This is a short term loan which is repayable on demand and has been utilised by NSI solely for its business and operations. NSI is involved in the business of online multibrand retail trading activity through web portal and also operates a marketplace for products, to enable sale of various products on line by merchants. It owns and operates the flagship portal www.infibeam.com. NSI also owns and operates ecommerce technology platform Buildabazaar for products, its portal being www.buildabazaar.com for merchants to build their online presence which comes integrated with their own payment gateway and logistics couriers. Given the nature of business of NSI, the net worth of NSI has been negative. The net worth of NSI has improved in the last two Fiscals and the Company expects net worth of NSI to improve in coming years. Further, the Company has also obtained a legal opinion that it qualifies as an einfrastructure company and accordingly, Section 186 of the Companies Act, 2013 is not applicable on Infibeam Avenues as the company falls under Clause 9(b) of the Schedule VI (see Sections 55 and 186) of the Companies Act, 2013. Accordingly, the company has complied with all applicable provisions of the Companies Act, 2013.With regard to a sharp fall in the companys share price on 28 September 2018, Infibeam Avenues said in a statement that the company believes that any increase/decrease in volume of price or shares of the company is purely market driven and that the company has no control over the same. The company does not comment on the market speculation.On 29 September 2018, Infibeam Avenues denied media reports that the companys Chief Financial Officer (CFO) Mr. Hiren Padhya has resigned. In a clarification issued to the stock exchanges, the company said that there is no such truth in the matter and Mr. Padhya continues as the CFO of the company.On 15 October 2018, Infibeam Avenues Limited announced that it has executed an agreement with Sintex BAPL Limited (SBAPL). As per the Agreement signed, Infibeam will develop, integrate, implement and maintain an online ecommerce and mobile platform with integrated logistics framework. It will cater the on demand customer purchase of Sintex brand Products. As per the Agreement, Infibeam will be remunerated as per the Contractual rates and sales performance. On 3 December 2018, Infibeam Avenues informed the stock exchanges that it has entered into an agreement for investment of Rs 6 crore in Instant Global Paytech Private Limited (IGPL). IGPL is in the business of offering next generation payment technology for offline transactions. The technology enables merchants and retailers to offer digital solutions to the largely cash transacting customers. IGPL largely caters to Tier II and Tier III markets and plans to further penetrate these markets, as cash transactions in these markets are relatively higher. IGPL was incorporated on 19 April 2018. It is a related party transaction for Infibeam Avenues and the same is on arms length basis. However, the Promoters do not have any interest. On 10 December 2018, credit rating agency ICRA downgraded the rating on long term fund based facilities of Infibeam Avenues Limited to ICRA A from ICRA A+ due to subdued scaling up of profits in certain business segments of the company.In 2018, the Company launched CCAvenue payments in UAE. It expanded to Middle East digital payment market in June 2018. During the year, Infibeam Global EMEA FZLLC ceased to be the wholly owned subsidiary of the Company with effect from March 21, 2019.Infibeam Global EMEA FZLLC, the erstwhile wholly owned subsidiary of the Company, acquired Vavian International Limited, a Company formed and registered in Dubai on July 01, 2018. Vavian International Limited became the step down wholly owned subsidiary of the Company. The Company acquired Vavian International Limited from Infibeam Global EMEA FZLLC, the erstwhile wholly owned subsidiary on March 21, 2019. Hence, Vavian International Limited became the direct wholly owned subsidiary of the Company. Avenues word FZLLC is wholly owned subsidiary of Vavian International Limited hence, it is a step down wholly owned subsidiary Company of the Company.Infibeam Global EMEA FZLLC, the erstwhile wholly owned subsidiary of the Company, incorporated its wholly owned subsidiary named Richrelevants Limited in British Virgin Islands on October 31, 2018. Hence, Richrelevants Limited became the step down wholly owned subsidiary of the Company. Pursuant to cessation of Infibeam Global EMEA FZ LLC as wholly owned subsidiary, as mentioned above, the Richrelevants Limited also ceased to be the step down wholly owned subsidiary of the Company with effect from March 21, 2019.NSI Infinium Global Private Limited ceased to be the material wholly owned subsidiary of the Company with effect from February 28, 2019. Sine Qua Non Solutions Private Limited is wholly owned subsidiary of NSI Infinium Global Private Limited, hence ceased to be a subsidiary of the Company.The Company acquired 51% stake in DRC Systems India Private Limited, a step down subsidiary, from NSI Infinium Global Private Limited, the erstwhile wholly owned subsidiary. DRC Systems India Private Limited is now the direct subsidiary of the Company with effect from 19 January 2019.Infinium (India) Limited ceased to be the wholly owned subsidiary of the Company with effect from 23 January 2019.During the year 2019, the Company after obtaining necessary approvals, allotted 11,98,60,000 equity shares of Re. 1/ each on 30 May 2018, to the shareholders of Avenues (India) Private Limited pursuant to the Scheme of Amalgamation as approved by the Honble National Company Law Tribunal, Ahmedabad Bench vide its order dated 7 May 2018. In August 2019, Company partnered with Riyad Bank for digital payments solution and made early inroads into Saudi Arabias digital payment space. In September, 2019 the payment gateway business was launched in Saudi Arabia to process cards for banks. In February 2020, the product was launched in USA followed by in Oman. The Board at its meeting held on September 12, 2019, approved the Composite Scheme of Arrangement amongst Infibeam Avenues Limited (Formerly known as Infibeam Incorporation Limited), Suvidhaa Infoserve Limited, DRC Systems India Limited and NSI Infinium Global Limited and their respective shareholders and creditors for demerger and vesting of the SME ECommerce Services Undertaking from Infibeam Avenues Ltd. (Demerged Company 1) to Suvidhaa Infoserve Limited (Resulting Company 1) on a going concern basis and the consequent issue of shares by Suvidhaa to shareholders of Infibeam for demerger and vesting of the ECommerce Business Undertaking from NSI Infinium Global Limited(NSI or Demerged Company 2) to Suvidhaa on a going concern basis and the consequent issue of shares by Suvidhaa to shareholders of NSI and the demerger and vesting of the Themepark Event Software Undertaking from Infibeam to DRC Systems India Limited (DRC or Resulting Company 2) on a going concern basis and the consequent issue of shares by DRC to shareholders of Infibeam. The Company initiated the process with NCLT and the said Scheme was sanctioned on July 31, 2020.In FY 2020, the Company launched digital payments in the KSA, Oman and USA. On October 9th, 2020, it partnered with Bank Dhofar, to offer CCAvenue Payment Gateway Service (CPGS) and process online transactions of various payment networks for Bank Dhofar SAOG and customers. In November, 2020, the Company collaborated with Bank Muscat. In FY 2021, the Company signed a contract with Jio Platforms Ltd (JPL) to offer Enterprise Platforms and Payments. It also contracted with JPMC Bank India to offer enterprise payments as whitelabel solution. It launched payment issuance such as, neo banking, cards lending thru subsidiary, Go Payments. For this, it acquired Cardpay Technologies Pvt Ltd in June 2020, based in Bengaluru. It applied for Retail Payment Network license from RBI, along with consortium partners, which helped the Company to become a onestop digital payments provider. During the year 202021, DRC Systems India Limited ceased to be subsidiary and became an associate of the Company pursuant to a Composite Scheme of Arrangement effective from November 27, 2020. NSI Infinum Global Limited ceased to be an Associate Company effective from November 27, 2020. It divested 100% stake in Cardpay Technologies Private Limited to its Subsidiary i.e. Instant Global Paytech Private Limited, where Cardpay became a step down Subsidiary of the Company effective from December 31, 2020. It acquired 50.50% stake in So Hum Bharat Digital Payments Private Limited, where So Hum became subsidiary of the Company with effect from February 20, 2021.During FY 2022, the company forayed into the Australian market to focus on online digital payments to operate as a payment processor, to provide services for Mobile Point of Sale (mPOS), Near Field Communication (NFC) and contactless card technology in the area of online payments and non cash transactions. On February 14, 2022 the Company incorporated a Wholly Owned Subsidiary Company, namely, Infibeam Projects Management Private Limited. It acquired 100% stake of UVIK Technologies Private Limited(UVIK) which became a Wholly Owned Subsidiary of Company w.e.f. March 01, 2022.During the year 2023, the Company incorporated a Wholly Owned Subsidiary Company, namely, Infibeam Avenues Australia Pty Limited in Australia the Company made an investment in Vishko22 Products and Services Private Limited by acquiring its 50.00% stake. Post investment, Vishko22 became an Associate Company. The Company divested its entire stake held in its Wholly Owned subsidiaries namely Infibeam Avenues Australia Pty Limited, Infibeam Avenues Saudi Arabia for Information System Technology Co. and AI Fintech Inc. to Vavian International Limited, Wholly Owned Subsidiary of the Company. Post dilution, Infibeam Avenues Australia Pty Limited, Infibeam Avenues Saudi Arabia for Information System Technology Co. and AI Fintech Inc. became Step down subsidiaries of the Company. The Company divested 19% stake in DRC Systems India Limited. DRC ceased to be an Associate of the Company w.e.f. September 30, 2022.In 2023, the Company launched lending solutions where it offers early settlement to payment merchants. It launched CCAvenue TapPay, an advanced omnichannel payment solution that can replace expensive, bulky and less portable, cardswiping POS machines with a smartphonebased app.