SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
Form 6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES
EXCHANGE ACT OF 1934
October 22, 2014
Commission File Number: 000-30735
Rediff.com India Limited
(Translation of registrant's name into English)
1st
Floor, Mahalaxmi Engineering Estate, L.J. First Cross Road
Mahim (West), Mumbai 400 016
(Address of principal executive office)
_____________________
(Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F þ Form
40-F o
(Indicate by check mark whether the registrant by furnishing
the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b)
under the Securities Exchange Act of 1934.)
Yes o No
þ
(If "Yes" is marked, indicate below the file number
assigned to the registrant in connection with Rule 12g3-2(b)):
This report on Form 6-K shall be deemed to be incorporated by
reference in the Registration Statements on Form S-8 (File Nos. 333-111432, 333-121773, 333-143836 and 333-143837) filed with the
Securities and Exchange Commission and to be a part thereof from the date on which this report is filed, to the extent not superseded
by documents or reports subsequently filed or furnished.
On October 22, 2014, Rediff.com India Limited
(“Rediff.com”) issued a press release announcing its financial results for its Second fiscal quarter ended September
30, 2014. A copy of the related press release is attached hereto as Exhibit 99.1.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: October 22, 2014 |
Rediff.com India Limited |
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(Registrant) |
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By: |
/s/ Swasti Bhowmick |
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Name: |
Swasti Bhowmick |
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Title: |
Chief Financial Officer |
[SIGNATURE PAGE TO FORM 6-K]
EXHIBIT NO. |
DESCRIPTION |
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99.1 |
Press release issued by the registrant dated October 22, 2014.
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Exhibit 99.1
Fee-based
Businesses Leading Growth Drivers for Rediff.com in 2Q14.
Mumbai, India, October 22, 2014
Rediff.com’s overall performance
in the past two quarters signaled the emergence of an internet media business model in which fee-based revenue is the key driver
and online advertising is in a supporting role. Revenues from such fee-based businesses contributed to 54% of the India Online
Revenue in the immediate past quarter.
Such fee-based businesses for the quarter
grew 31% on a year over year basis and helped to some extent offset a decline of 22% in advertising revenue. Overall revenue for
the quarter ended September 30, 2014, declined 8% compared to the corresponding quarter last year.
Our diligent focus on analytics helped
us achieve industry metrics for these businesses during the recently completed quarter, such as a 26% take rate (fees earned as
a percentage of value of products transacted), a 14% positive product margin and a merchandise return rate as low as 14%.
“We are witnessing a change in our
revenue streams where the revenues from the fee-based businesses are playing a leading role supported by the traditional display
advertising revenues. We believe our strength lies in our ability to grow and monetize the 16 million + unique users coming to
our site every month through various offerings for consumers and small and medium enterprises. The use of data science to monitor
key business metrics is helping us keep our business performance on the growth path,” said Ajit Balakrishnan, Chairman and
CEO, Rediff.com India Ltd.
According to ComScore Media Metrix, Rediff.com’s
reach in India grew 17.5% on a year-on-year basis to 16.5 million unique users in a market which grew just 1% in the same time
period.
Further details of Rediff.com’s results
for the second fiscal quarter ended September 30, 2014 are appended in tabular form to this press release. A script of the earnings
result conference call held on October 22, 2014 will also be made available on Rediff’s Investor Information website at investor.rediff.com.
About Rediff.com
Rediff.com (NASDAQ: REDF) is one of the
premier worldwide online providers of news, information, communication, entertainment and shopping services to Indians worldwide.
Founded in 1996, Rediff.com is headquartered in Mumbai, India with offices in New Delhi, India and New York, USA.
Safe Harbor
Except for historical information and discussions
contained herein, statements included in this release may constitute "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and
reflect our current expectations. Forward-looking statements are identified by certain words or phrases such as "may",
"will", "aim", "will likely result", "believe", "expect", "will continue",
"anticipate", "estimate", "intend", "plan", "contemplate", "seek to",
"future", "objective", "goal", "project", "should", "will pursue" and
similar expressions or variations of such expressions. These statements involve a number of risks, uncertainties and other factors
that could cause actual results to differ materially from those that may be projected by these forward looking statements. These
risks and uncertainties include but are not limited to the slowdown in the economies worldwide and in the sectors in which our
clients are based, the slowdown in the Internet and IT sectors world-wide, competition, success of our past and future acquisitions,
attracting, recruiting and retaining highly skilled employees, technology, acceptance of new products and services, the development
of broadband Internet and 3G networks in India, legal and regulatory policies, managing risks associated with customer products,
the wide spread acceptance of the Internet as well as other risks detailed in the Form 20-F and other reports filed by Rediff.com
India Limited with the U.S. Securities and Exchange Commission. Rediff.com India Limited and its subsidiaries may, from time to
time, make additional written and oral forward looking statements, including statements contained in the Company's filings with
the Securities and Exchange Commission and our reports to shareholders. Rediff.com India Limited does not undertake to update any
forward-looking statement that may be made from time to time by or on behalf of the Company.
TABLES FOLLOW
STATEMENT OF OPERATIONS
QUARTER ENDED SEPTEMBER 30, 2014
(All figures are in US$ millions, unless
otherwise indicated below)
|
Quarter ended September 30 |
|
2014 |
2013 |
Revenues |
|
|
India Online |
3.17 |
3.18 |
US Publishing |
0.48 |
0.78 |
Total Revenues |
3.65 |
3.96 |
Cost of Revenues * |
(2.75) |
(2.61) |
Gross Margin |
0.90 |
1.35 |
Gross Margin % |
25% |
34% |
Operating Expenses * |
(3.77) |
(2.97) |
Operating EBITDA |
(2.87) |
(1.62) |
Depreciation / Amortization |
(0.44) |
(0.75) |
Interest Income |
0.26 |
0.32 |
Gain on Sale of Investment |
- |
2.74 |
Miscellaneous income |
0.04 |
0.35 |
Foreign Exchange gain (loss) |
(0.01) |
0.02 |
Net loss before income taxes |
(3.02) |
1.06 |
Tax |
- |
- |
Net loss |
(3.02) |
1.06 |
Net loss per ADS (in US dollars), basic |
(0.109) |
0.038 |
Net loss per ADS (in US dollars), diluted |
(0.109) |
0.038 |
Weighted average ADSs outstanding (in millions) |
27.59 |
27.59 |
* Stock-Based Compensation included in: |
|
|
Cost of Revenues |
0.00 |
0.01 |
Operating Expenses |
0.12 |
0.13 |
Notes
| · | Each ADS represents one half of an equity
share. |
| | |
| · | The above numbers are subject to audit.
An audit could result in adjustments which would result in the audited numbers varying from the numbers set forth above. |
| | |
| · | The company established an ESOP trust
for the benefit of employees, which has acquired 1,015,000 shares (equivalent to 2,030,000 ADSs). These shares are treated as treasury
stock and therefore are excluded from the EPS calculations. |
Non-GAAP Measures Note
Operating EBITDA and non-GAAP operating
expenses are the non-GAAP measures in this press release. These measurements are not recognized under generally accepted accounting
principles (“GAAP”).
Operating EBITDA represents loss from operations
prior to adjustments for depreciation/ amortization, non-recurring items and other income or expense and tax. However, other companies
may calculate operating EBITDA differently. Operating EBITDA is not intended to represent cash flows as defined by generally accepted
accounting principles and should not be considered as an indicator of cash flow from operations. We have included information concerning
Operating EBITDA in this press release because management and our board of directors use it as a measure of our performance. In
addition, future investment and capital allocation decisions are based on Operating EBITDA. Investors and industry analysts use
Operating EBITDA to measure the Company’s performance compared to historic results and our peer group. The reconciliation
between Operating EBITDA and net loss, the GAAP measure, is as follows:
RECONCILIATION FROM OPERATING EBITDA
TO NET INCOME
QUARTER ENDED SEPTEMBER 30, 2014
(All figures are in US$ millions)
|
Quarter ended September 30 |
|
2014 |
2013 |
Operating EBITDA (Non-GAAP) |
(2.87) |
(1.62) |
Depreciation / Amortization |
(0.44) |
(0.75) |
Interest Income |
0.26 |
0.32 |
Gain on Sale of investment |
- |
2.74 |
Miscellaneous income |
0.04 |
0.35 |
Foreign Exchange gain (loss) |
(0.01) |
0.02 |
Net loss before income taxes |
(3.02) |
1.06 |
Tax |
- |
- |
Net loss (GAAP) |
(3.02) |
1.06 |
Non-GAAP operating expenses represent our
operating expenses comprised of sales and marketing, product development and general and administrative expenses excluding depreciation
and amortization. We have used non-GAAP operating expenses measure to compute our Operating EBITDA. A reconciliation of GAAP operating
expenses to non-GAAP operating expenses is as follows:
RECONCILIATION FROM GAAP TO NON-GAAP
OPERATING EXPENSES
QUARTER ENDED SEPTEMBER 30, 2014
(All figures are in US$ millions)
|
Quarter ended September 30 |
|
2014 |
2013 |
Operating Expenses (GAAP) |
4.22 |
3.69 |
Depreciation/Amortization |
(0.44) |
(0.75) |
Foreign Exchange gain (loss) |
(0.01) |
0.02 |
Operating Expenses (Non-GAAP) |
3.77 |
2.97 |
For further details contact:
Mandar Narvekar
Rediff.com India Ltd.
Investor Relations and Corporate Affairs Contact
Tel.: +91-22-6182-0000
Email:
investor@rediff.co.in
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