Home  »  Company  »  Media Matrix Worldwi  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Media Matrix Worldwide Ltd.

Mar 31, 2016

The Directors have pleasure in presenting the 31st Annual Report and Audited Accounts for the financial year ended 31st March, 2016.

FINANACIAL RESULTS

(in Rs.)

PARTICULARS 2015-2016 2014-2015

Gross Sales and Services 3,12,96,000 2,58,20,000

Other Income 41,32,964 72,22,730

Profit/(Loss) before depreciation, finance charges and taxation 59,25,302 57,87,931

Less: Depreciation & Amortization expenses 1,93,919 2,29,987

Less: Finance Charges 6,817 1,773

Profit before Exceptional items and Tax 57,24,566 55,56,171

Profit/(Loss) before taxes 57,24,566 55,56,171 Less: Tax Expenses

Current tax 18,75,592 22,01,965

Deferred tax 15,611 (2,62,713)

Profit/ (Loss) for the year after tax 38,33,363 36,16,919

DIVIDEND

The Board of Directors do not recommend any dividend on Equity Share Capital for the year under review with a view to conserve resources and to plough back the profits for the Financial Year ended 31st March, 2016 and to strengthen the net working capital of the Company.

MANAGEMENT DISCUSSIONS & ANALYSIS (MDA)

FINANCIAL REVIEW

The operating income during the financial year ended 31st March, 2016 stood at Rs. 3,12,96,000/- as against the operating income of Rs. 2,58,20,000 in the previous financial year ended 31st March, 2015. During the Year, the Company has earned a net profit of Rs. 38,33,363/- as compared to the net profit of Rs. 36,16,919 in the previous year.

SHARE CAPITAL

During the financial year 2015 -2016 the paid up capital of the Company stood at Rs. 1,13,27,42,219/- (Rupees One Hundred Thirteen Crore Twenty Seven Lacs Forty Two Thousand Two Hundred Nineteen Only) divided into Equity Shares of Re. 1/- each. Further during FY 2012-13, the Company came out with issue of 90,77,85,000 equity shares with a face value of Re.1/- each at a premium of Rs. 0.20 per equity share for an amount aggregating Rs. 108,93,42,000/- on a rights basis to the equity shareholders of the Company in the ratio of 9 equity shares for every 1 fully paid-up equity share held by the equity shareholders on the record date, that is, on March 19, 2013. The right issue was opened on March 30, 2013 and closed on April 27, 2013. As on March 31st, 2016, the Company has fully utilized the entire amount of Rs. 10893.42 Lacs for the objects of the issue as stated in the Letter of Offer.

INDUSTRY OVERVIEW FOR THE COMPANY & ITS SUBSIDIARIES

1. MOBILE HANDSETS MARKET IN INDIA

One of the subsidiaries of the Company, nexG Devices Private Limited (NDPL), is engaged into trading of mobile handsets business in India.

Mobile Handset Market Overview

FY2015-16 has seen some tectonic shifts for the India mobile handset industry. The handset market continued to see entry of new brands and the expansion of portfolio of existing ones. From a breakthrough point of view, there wasn''t anything remarkable except that Samsung came out with the curved design and Apple launched iPhone 6S and 6S with 3D touch functionality. Both the developments happened for the premium segment Rs. 50,000 which in India is just 0.6% of the market. So, while it has been time and again proved India is a low to medium priced handsets market, and year 2015-16, has not added some great feature sets to enrich user experience. However, the industry has been able to offer more to a user for same or even less. Anecdotally, the Average Selling Price (ASP) for a Smartphone in CY 2013 was Rs. 13,000 (volume: 41 mn units), which has come down to Rs.10,700 (volume: 95 mn units) by the end of CY 2015. At the same time, the specifications of a Smartphone have improved substantially. In CY 2013, just 0.07% of Smartphone''s shipped had 4GB RAM for instance, which in CY 2015, was a little over 0.6%. Similarly, other major specifications that trigger the buyer''s decision to purchase a Smartphone have improved while ASPs exhibited a receding trend.

Smartphone''s continued to show resilience and grew at an annual average growth of 32% while feature phones continued to shrink. The decline in feature phone shipments was 17% on an annual average basis. An examination of the present scenario, coupled with an analysis of historical trends tells us that the market for India mobile handsets will settle around 250 mn units in 2016, a 4% growth compared to 2015. The outlook seems that this trend will continue for a few more years, as we move towards a ''Smartphone''s only'' market; this is because the predicted demise of Feature phones does not seem likely anytime soon.

According to CMR''s India Monthly Mobile Handsets Market Review, 1Q CY 2016, May 2016 release, there were 53 million mobile phones in first quarter of CY 2016 with 4% de-growth. Of the total 53 million mobile handsets shipped during Q1 CY 2015, 45% (23.6 mn) were Smartphone''s. The following is the snapshot for Q1 CY 2016:

- Make in India contribution at 67% of the total shipments. Contribution rising in Smartphone''s as well as 4G sub-categories highlighting the latest being manufactured in India.

- Samsung, Micromax and Intex still remain the ''top three'' players in the overall market.

- Rs 10,000 - 15,000 price category of Smartphones saw maximum traction and for the first time it displaced Rs 6,000 - 8,000 bracket to 2nd rank.

- Average Selling Prices of Smartphones up 5.7% QoQ and 25% YoY.

According to CMR''s India Mobile Handset Report for 1Q CY 2016, India shipped a total of 52.6 million handsets against 55.4 million in 1Q CY 2015, registering a decline of 4% YoY. The QoQ decline was 12.8%.

Segment wise QoQ and YoY comparison for Q1CY 2016

(Figures are in millions)

Segment Q1FY2016 Q4CY2015 QoQ Growth

Feature phone 29.2 35.0 -16.8%

Smartphone 23.6 25.5 -7.4%

Grand total 52.8 60.5 -12.8%

Segment Q12015 YoY Growth

feature Phone 35.9 -18.8%

Smart Phone 19.5 21.4%

Grand total 55.4 -4.7%

Contribution of India brands was at an all-time high of 45%, up 7% compared to 4Q''15, while the handsets actually made out of India contributed 67% to the sales. The contribution of Chinese and Global brands has though declined QoQ by few percentage points.

While in the 4Q''15, the Average Selling Price for a Smartphone was Rs 12,285, this has shot up to Rs 12,983 in 1Q''16. The same was Rs 10,364 in the first quarter of 2015. For the first time, price band of Rs 10,000 - 15,000 contributing the maximum (22%) towards the Smartphone shipments. Usually, the prime contributor used to be the price bracket of Rs 6,000 - 8,000. This increase has been primarily due to introduction of shipments by LeEco and launch of new handsets / significant increase in shipments from Lenovo, Oppo, LG, Panasonic, Micromax, Intex, LYF (RJio) and Vivo in Rs 10,000 - 15,000 price bands. Some of the Smartphone''s that have done exceptionally well in this price band include Lenovo''s K4 Note, LeEco''s Le 1S, Micromax''s Canvas Mega 4G, Huawei''s Honor 5X and Intex''s Aqua Freedom.

Among the handsets produced out of India, 66% of the Smartphone''s and 60% of the 4G Smartphone''s were manufactured in India itself.

Market Share Movements

Rankings of major players remain static; Samsung secured the top slot, followed by Micromax and Intex. While the global players are increasingly focusing on 4G LTE technology, domestic players could still see some profits in 3G technology. Moving forward, it would be all about 4G LTE and 2016 is the year when a major transformation is expected in the telecom sector with respect to change in technology.

(Source: CMR''s India Mobile Handsets Market Review, May 2016 release at http://cmrindia.com/as-mobile-markets-grow- flat-brands-pitching-to-sell-higher-value-smartphones- starting-1q-cy-2016-in-india)

2. BPO INDUSTRY

One of the subsidiaries of the Company, DigiCall Teleservices Private Limited along with step down subsidiary of the Company, are engaged into domestic and international BPO services in India respectively.

Domestic BPO Industry Overview

The Business Process Outsourcing Services industry has undergone a rigorous transformation; it has effectively grown to provide strategic partnership for clients today. It has surely left an indelible impact on the Indian BPO industry. The sector has rapidly evolved, in terms of expanding its verticals and geographic markets, attracting new customers, transforming from a technology partner to a strategic partner, thus cementing India''s position as the premier global sourcing destination. The fact that the gamut of services has seen a significant change with BPOs managing end-to-end services indicates the growing maturity of the industry. The industry has already begun moving from enterprise services to providing ''enterprising solutions'' - incorporating SMAC (Social, Mobile, Analytics and the Cloud) to create client impact, not only on cost, but revenues, profit margins and cash flows.

Key Trends in domestic BPO Industry

Growing adoption of outsourcing services by companies to even manage their core management process is giving a new perspective to the global sourcing industry. Every BPO Services is going beyond customer satisfaction to value added services and delivering customer services 24×7 with the help of secured social media networking platforms. As business is evolving, BPO industry is evolving with it - and the changes in the business world mean that today''s BPO players should pose ability to increase business responsibility and control.

On account of the resurgence in ecommerce based consumer businesses recently, BPO companies are also more focused on the domestic market. The ecommerce companies are expected to outsource their call center and customer care services to BPO/KPOs for faster and cost effective solutions. The stiff competition in the domestic consumer market is pushing these companies to focus more on the technology driven business offering. The growing demand for goods particularly among the India middle class, rising incomes and standard of life has led to the growth in this sector. Tier II & III cities emerged as the new centers for delivery of services, in fact many new tier II & III cities are emerging as delivery locations.

India''s competitiveness as the foremost outsourcing destination is being threatened by wage inflation, the rise of other locations, particularly the Philippines and China as alternative sourcing destinations. The changing market trends created more and more challenges to the global BPM sectors. Companies looking to build a satisfied and loyal customer base need to realize that only customer satisfaction does not drive customer delight, but by satisfying customers, companies can nurture long-term relationships and customer loyalty.

Industry Outlook for Domestic BPO

Future growth is expected to come from a combination of high value services, increasing non-linear play and further extension of the sector''s cost proposition. There will be increasing demand for domain based BPO services. A number of sectors in India are also expected to outsource higher percentage of their non-core work giving boost to the domestic sector. Growing talent pool of India has the ability to drive the R&D and innovation business in this space.

The BPO industry is likely to be moved by two trends over the next few years. One is in the approach to outsourcing, with multi-sourcing becoming more prevalent, and the other is in technology where previously specialist services are now becoming commodity based. The latter is especially noticeable in the current trend to cloud hosting.

(Source: Infotechlead.com & http://www.infotechlead.com/2013/12/19/outsourcing-trends-2014- bpo-companies-increase- focus-domestic-market-17407)

3. MOBILE TELEVISION OR MOBILE VIDEO STREAMING BUSINESS

One of the subsidiaries of the Company, Divisive Services Private Limited is engaged into mobile video streaming services in India.

Mobile Video Streaming Industry Overview

Globally, video consumption has grown rapidly to make it one of the largest categories on PC-Internet. Mobile has also begun to play a significant role in video consumption across the world with over 15% of the total video consumption already moving towards mobile devices in countries like Japan and UK. In the US, most players in the top ten offer free ad-supported videos through varying business models.

There are three types of business models which have been successful in the videos space - Ad-supported user generated content, Ad-supported premium content and Paid premium content. Fermium models also exist where a part of the content is offered for free (generally ad-supported), and the remaining part is offered for a fee.

In India too, videos have witnessed significant growth with total number of videos watched growing to 3.7 billion in March 2013 from 1.9 Billion in March 2011, an approximately 100% increase in 2 years.

Key Players in Mobile Video Streaming Industry

While players like YouTube and Unclip have developed a strong position in the online video distribution market in India, a significant quantum of local Indian content still remains to be digitized. This presents a large opportunity for local players who can build a differentiated position on the basis of their content catalogues.

Paid premium videos in India originated from telcos who offered mobile TV services to their consumers through a subscription model. The key players in the industry includes Apalya (a portfolio company of Kalaari Capital, IDG Ventures, Qualcomm Ventures and Cisco Ventures), nexGTv, Yupp TV, Sony LIV, Hello Tv, Ditto TV, Hotstar (a venture by Star group) and Zenga TV.

Key Trends in Mobile Video Streaming Industry

While larger global technology platforms dominate the list of top video websites (globally), a top-10 ranking by the number of ads served has as many as five video ad networks/exchanges in it. Video ad networks improve targeting capabilities and enhance awareness among advertisers. Video advertising is rapidly emerging as a substitute for brand advertising on TV due to the similarity in consumption and delivery patterns of these advertisements (with the introduction of pre-roll, in-roll and post-roll advertisements in online videos). While premium content providers attract brand advertisers directly, ad networks play a significant role in helping publishers with semi-premium and non-premium video inventory (a segment that is growing at a rapid pace) monetize their content.

Opportunities And Outlook

The strategy of Company and/or its subsidiaries has been towards investing in the new application and/or technologies related to Mobile on account of rising demand for data services/solution in 3G/4G era, and making investments in next generation businesses including Contents, Telecom and Media businesses which are expected to have substantial growth over the next decade on account of rising demand from online and e-commerce businesses. The Company would be working either directly or through its subsidiaries to take up existing and/or new projects to achieve the above.

Threat, Risks & Concern

The Company and/or its subsidiaries operates in a competitive environment and faces competition from both the international as well as domestic players and within domestic industry, from both the organized and unorganized players. However, no player in the industry is an integrated player.

Adequacy of Internal Control

The Company has a well laid out internal control system for the various agencies. M/s. Oswal Sunil & Company, Chartered Accountants, Firm Registration No. 016520N are currently the Internal Auditors of the Company. The internal control system is so designed to ensure that there is adequate safeguard, maintenance and usage of assets of the Company.

Internal Financial Controls related to Financial Statements

Your Company has put in place adequate Internal Financial Controls with reference to the financial statements, some of which are outlined below. Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 1956, to the extent applicable. These are in accordance with generally accepted accounting principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Statutory Auditors.

The policies to ensure uniform accounting treatment are prescribed to the subsidiaries of your Company. The accounts of the subsidiary companies are audited and certified by their respective Statutory Auditors for consolidation.

Your Company in preparing its financial statements makes judgments and estimates based on sound policies and uses external agencies to verify/ validate them as and when appropriate. The basis of such judgments and estimates are also approved by the Statutory Auditors and Audit Committee.

The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes necessary action, wherever necessary.

RISK MANAGEMENT

The management periodically briefs the Committee on the emerging risks along with the risk mitigation plans put in place. Risk management is interlinked with the annual planning exercise where each function and business carries out a fresh risk identification, assessment and draws up treatment plans.

There are no risk which in the opinion of the Board threaten the existence of the Company.

Human Resources

The Company currently has a strong technical team with experience in developing new applications and technologies required for supporting the Mobile Content distribution platform and we would like to thank each and every member of the MMWL family, its Subsidiaries for their role and continuous contribution towards the Company''s performance.

Our Subsidiaries

nexG Devices Private Limited (NDPL)

Our Wholly owned Subsidiary, NDPL, has rich experience in procurement and distribution of Mobile Handsets of various brands including OPPO, Karbonn, Samsung and Micromax. NDPL has distribution arrangement with these brands for distribution and marketing of handsets in the Indian markets. NDPL has marketing offices and warehouses located at various cities in India and over a period of last 5 years have established a nationwide network to handle the distribution business all over India.

With the entrance of 4G mainly by Reliance Jio, this market is going to expand manifold and will have more opportunities for NDPL having a strong presence of warehouses pan India. NDPL has tied up with OPPO mobiles to distribute mobile handsets to Reliance Retail Limited''s LFR (Large Format Retail outlets) in 9 cities at present and which would increase to over 20 cities by the end of 2017.

NDPL is in the process of further tie-ups with renowned brands such as Blue, One plus, etc. by leveraging NDPL''s logistics, warehousing & distribution expertise to create a win-win opportunity both for NDPL & these brands.

DigiVive Services Private Limited (DSPL)

DSPL is in the business of running next generation mobile video OTT streaming services. It is running a Mobile TV service "nexGTv" since May 2011. nexGTv offers a bouquet of over 150 Television channels to a current subscriber base of around 11 Lakh customers and the nexGTv app has been downloaded by more than 25 million users from the various app stores. NexGTv also has a large VOD library of Tv content and movies. The delivery mechanisms for nexGTv include Native Client, Website, Mobile WAP browsers. Further, DSPL has also entered into offering Multiscreen solutions for Direct To Home (DTH) Industry and has tied up with Airtel DTH and Videocon DTH.

DSPL has entered into operator tie-ups with almost all telecom operators in India for subscription Billing & Data packs bundling. DSPL is currently in process of integration with International operators like Dialog Srilanka, Dubai Telecom via Billing Aggregators like Junotel, Fortumo etc.

DSPL have tied up with multiple partners for nexGTv alliance in recent times for distribution of OTT service. Few of the key partners include Paytm, Oxigen, DEN boomband, Shopclues, Zen mobile, Karbonn etc.

DigiCall Teleservices Private Limited (DTPL)

DTPL, operating in the BPO segment, was set up primarily as an ITES organization and supports a wide range of service offering. It was incorporated as Pagepoint Services (India) Private Limited in 1992 for providing Radio Paging services. DTPL discontinued the Paging business in 2004-05, given the declining use of paging services and closure of the paging industry internationally. DTPL started the business of domestic call center in 1999 and since then has been developing this business. DTPL today employees over 5,000 people nationwide in its various centers located in some of the major cities across India.

DigiCall Global Private Limited (DGPL)

DigiCall Global Private Limited is a 100% subsidiary of DigiCall Teleservices Private Limited which itself is a subsidiary of the Company. By virtue of subsidiary of subsidiary, DGPL has also become subsidiary of the Company. DGPL is also in the BPO operations and caters to the need of international markets and primarily to the global clients based out in the UK and US through global delivery network and a comprehensive outsourcing services infrastructure.

Media Matrix Enterprises Private Limited (formerly Media Matrix Holdings Private Limited) (MMEPL)

Media Matrix Enterprises Private Limited (formerly Media Matrix Holdings Private Limited) has been incorporated with a view to make investments in existing/new projects to be undertaken by us jointly or severally.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company for the financial year 2015-16 are prepared in accordance with the Companies Act, 2013 read with the Rules issued there under, Accounting Standard AS -21 on Consolidated Financial Statements read with AS-23 on Accounting for Investments in Associates, AS -27 on Financial Reporting of Interests in Joint Ventures and the provisions of the Listing Regulations. The Audited Consolidated Financial Statement is provided in the Annual Report.

Subsidiaries, Joint Ventures and Associate Companies

M/s DigiCall Teleservices Private Limited, M/s DigiVive Services Private Limited, M/s DigiCall Global Private Limited, M/s. nexG Devices Private Limited and M/s Media Matrix Enterprises Private Limited (Formerly Media Matrix Holdings Private Limited) continue to be the subsidiaries of your Company. The Company does not have any Joint Ventures / Associates during the year under review.

A separate statement containing the salient features of financial statements of all subsidiaries of your Company forms part of Consolidated Financial Statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any shareholder desirous of obtaining the Annual Accounts and related information of the above subsidiary companies may write to the Company Secretary at M/s Media Matrix Worldwide Ltd. Plot No. 38, 4th Floor, Sector 32, Institutional Area, Gurgaon 122001, Haryana and the same shall be sent by post. The financial statements including the consolidated financial statements, financial statements of subsidiaries and all other documents required to be attached to this report have been uploaded on the website of the Company i.e. www.mmwlindia.com.

A report on the performance and financial position of each of subsidiaries, associates and joint venture companies as per the Companies Act, 2013 is provided as "Annexure - A" to the consolidated financial statement and hence not repeated for sake of brevity. The policy for determining material subsidiaries as approved by the Board of Directors may be accessed on the Company''s website at the link: http://mmwlindia.com/CorporateGovernance/Policy%20for%20determining% 20material%20subsidiaries.pdf

FIXED DEPOSITS

During the financial year 2015-16, your Company has not accepted any deposit within the meaning of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The remuneration paid to the Directors is in accordance with the Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force) and Regulation 19 of the Listing Regulations. The salient aspects covered in the Remuneration Policy have been outlined in the Corporate Governance Report which forms part of this report.

The Whole-Time Director of your Company does not receive remuneration from any of the subsidiaries of the Company.

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of the Company is set out in "Annexure - A" to this Report and is available on the website of the Company.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Appointments/Re-appointments

Shri Bharat Bhushan Chugh, Whole-time Director designated as Director (Finance) is liable to retire by rotation at ensuing Annual General Meeting pursuant to Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company and being eligible offers himself for re-appointment. Appropriate resolution for his re-appointment is being placed for your approval at the ensuing AGM. The Brief resume of him and other related information have been detailed in the Notice convening the 31st AGM of your Company. Your Directors recommend his re-appointment as Whole-time Director of your Company.

In compliance with the provisions of Section 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Smt. Bela Banerjee was appointed as an Independent Director of your Company at 30th Annual General Meeting (AGM) held on 28th September, 2015.

Smt. Bela Banerjee was appointed as an Independent Director to hold office up to 1 (one) year for a term up to the conclusion of this Annual General Meeting. Accordingly the term of the Independent Directors will come to end with the conclusion of this Annual General Meeting.

On the recommendations of the Nomination & Remuneration Committee of the Company, Smt. Bela Banerjee is proposed to be re-appointed as an Independent Director pursuant to the provision of Section 149 of the Companies Act, 2013 and rules made thereunder and Listing Regulations at the ensuing Annual General Meeting for the second term of two years. Appropriate resolution for her re-appointment is being placed for your approval at the ensuing AGM. Your Directors recommend her re-appointment as an Independent Director of your Company.

Familiarization Programme for Independent Directors

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company and related matters are put up on the website of the Company at the link: http://mmwlindia.com/ CorporateGovernance/FAMILIARIZATION%20PROGRAM%20FOR%20INDEPENDENT% 20DIRCTORS.pdf

Annual Evaluation of Board Performance

Pursuant to the provisions of the Companies Act, 2013, read with the rules issued there under (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and Listing Regulations, the Nomination and Remuneration Committee/Independent Directors Committee have evaluated effectiveness of the Board/Committee/Directors for the financial year 2015-16. Further the Board of Directors also evaluated the performance of Independent Directors as required under Regulation 17 of Listing Regulations. The criteria applied in the evaluation process are detailed in the Corporate Governance Report which forms part of this report.

Key Managerial Personnel

During the year under review, Shri Bharat Bhushan Chugh, Director (Finance), Shri Vineet Mittal, CFO and Shri Gurvinder Singh Monga, Company Secretary remained the Key Managerial Personnel in accordance with the provisions of the Companies Act, 2013 and Rules made there under. Shri Shitij Wadhwa, Company Secretary resigned on 1st October, 2015 and Shri Gurvinder Singh Monga was appointed as a Company Secretary w.e.f. 9th February, 2016.

PARTICULARS OF EMPLOYEES'' AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re- enactment(s) thereof for the time being in force), a statement showing the names of top ten employees of the Company in terms of remuneration drawn and other particulars of the employees drawing remuneration in excess of the limits set out in said rules are given in "Annexure-A" annexed herewith.

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

The details of the number of Board and Audit Committee meetings of the Company are set out in the Corporate Governance Report which forms part of this Report.

AUDIT COMMITTEE

The details pertaining to Composition of Audit Committee are included in the Corporate Governance Report which forms part of this report.

DECLARATAION OF INDEPENDENCE

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3) (c) of the Companies Act, 2013, the Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) the Directors 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 as at 31st March, 2016 and of the profit of the Company for the financial year ended 31st March, 2016;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a ''going concern'' basis;

(e) the Directors have laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS AND AUDITORS'' REPORT

At the 30th Annual General Meeting (AGM) of the Company, Khandelwal Jain & Company, Chartered Accountants (Firm Registration No. 105049W) was appointed as the Statutory Auditors to hold office till the conclusion of the 31st AGM of the Company. Khandelwal Jain & Co., Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and having confirmed their eligibility, offer themselves for re-appointment. The Company has received necessary letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. The Audit Committee and the Board of Directors, therefore, recommended re-appointment of Khandelwal Jain & Co., Chartered Accountants as Auditors of the Company for the financial year 2016-17 till the conclusion of next AGM for the approval of the Shareholders.

The observations in the Standalone and Consolidated Auditors'' Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s MZ & Associates, Company Secretaries to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure - B" to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

EXTRACT OF ANNUAL RETURN

The details forming part of the extracts of the Annual Return in Form MGT - 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 are set out herewith as "Annexure - C" to this Report.

RELATED PARTY TRANSACTIONS

During the financial year 2015-16, there were no transactions with related parties which qualify as material transactions under the Listing Agreement and Listing Regulations.

The details of the related party transactions as required under Accounting Standard - 18 are set out in Note - 30 to the Standalone Financial Statements forming part of this Annual Report.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: http://mmwlindia.com/CorporateGovernance/MMWL-Related- party-transactions-policy.pdf

LOANS, GUARANTEES AND INVESTMENTS

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

Amounts outstanding as at 31st March, 2016

Particulars Amount (In Lac)

Loans given 67.43

Guarantees given 2422

Investments made 16155.91

Loans, Guarantees and Investments made during the financial year 2015-16

Name of entity Relation Amount Particulars of Loans, (Rs. in Lac) Guarantees and Investments

DigiCall Subsidiary under 728.43 Investment in 0 % TeleServices Section 2(87) of Compulsory Convertible

Private Limited the Companies Debentures (CCD''s) Act, 2013

Media Matrix Subsidiary under 384.50 Investment in 0 % Enterprises Section 2(87) of Compulsory Convertible Private Ltd the Companies Debentures (CCD''s) Act, 2013

DigiVive Subsidiary under 851.56 Investment in 0 % Services Section 2(87) of Compulsory Convertible Private Limited the Companies Debentures (CCD''s) Act, 2013

DigiCall Subsidiary under 536.00 Guarantee

TeleServices Section 2(87) of Private Limited the Companies Act, 2013

DigiCall Global Subsidiary under 150.00 Guarantee Private Limited Section 2(87) of the Companies Act, 2013

Name of entity Purpose for which the Loans, Guarantees and Investments are proposed to be utilized

Digi call For Business Purpose tele Service pivate Limited

Media Matrix For Business Purpose Enterprises private ltd

Digi vive For Business Purpose Service private Limited



Digi Call Corporate Guarantee in favour Tele Seice of Andhra Bank on behalf of private Limited DigiCall TeleServices Private Limited, a wholly owned subsidiary of the Company, for a term loan of Rs. 236 Lacs and short term loan of Rs. 300 Lacs availed of by wholly owned subsidiary.

Digi call global Corporate Guarantee in favour Private limited of Andhra Bank on behalf of DigiCall Global Private Limited, a wholly owned subsidiary of the Company, for a short term loan of Rs. 150 Lacs availed of by the wholly owned subsidiary for the purchase of new equipment.

VIGIL MECHANISM

The Board of Directors of the Company have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The Company, through this policy envisages to encourage the Directors and Employees of the Company to report to the appropriate authorities any unethical behavior, improper, illegal or questionable acts, deeds, actual or suspected frauds or violation of the Company''s Code of Conduct for Directors and Senior Management Personnel. The Policy on Vigil Mechanism/ Whistle blower policy may be accessed on the Company''s website at the link: http://mmwlindia.com/CorporateGovernance/ Whisle%20Blower%20Policy.pdf

DEMATERIALIZATION OF SHARES

Trading in the Equity Shares of the Company is only permitted in the dematerialized form as per the Securities and Exchange Board of India (SEBI) circular dated May 29, 2000.

The Company has established connectivity with both the Depositories viz. National Securities Depository Ltd. (NSDL) as well as Central Depository Services (India) Ltd. (CDSL) to facilitate the demat trading. As on 31st March, 2016, 99.99% of the Company''s Share Capital is in dematerialized form.

The ISIN allotted to the equity shares of the Company is INE200D01020. The Company''s shares are frequently traded on BSE Limited.

CORPORATE GOVERNANCE

In Compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with certificate from the Company Secretaries Firm on its compliance, forms an integral part of this report.

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 as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is as under:

Part A and Part B relating to conservation of energy and technology absorption are not applicable to the Company as your Company is not a manufacturing Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars Financial Year Ended Financial Year Ended

31.03.2016 31.03.2015

Foreign exchange earned in terms of actual inflows NIL NIL

Foreign exchange outgo in terms of actual outflows NIL NIL



SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

GENERAL

a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

b) Your Company does not have any ESOP scheme for its employees/directors.

c) The Whole-time Director of the Company does not receive any remuneration or commission from any of its subsidiaries.

d) Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

e) No fraud has been reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

CAUTIONARY STATEMENT

Statement in the Management Discussions and Analysis describing the Company''s projections, estimates, expectations or predictions may be ''forward looking statements'' within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Company''s operations include demand supply conditions, changes in government regulations, tax regimes and economic developments within the country and abroad and such other factors.

ACKNOWLEDGEMENTS

The Directors of the Company are grateful to all the stakeholders including the customers, bankers, suppliers and employees of the Company for their co-operation and assistance.

For and on behalf of the Board

Date: - 12th August, 2016 (B.B. Chugh) (C.K. Goushal)

Place: - Gurgaon Director (Finance) Director

DIN : 00472532 DIN : 01187644


Mar 31, 2015

The Directors of the Company have pleasure in presenting the 30th Annual Report and Audited Statement of Accounts for the financial year ended 31st March, 2015.

(in Rs.)

FINANCIAL RESULTS 2014-15 2013-14

Sales and Services 2,58,20,000 3,05,76,000

Other Income 72,22,730 1,30,44,215

Profit/(Loss) before depreciation, finance charges and taxation 57,86,158 63,11,914

Less: Depreciation & Amortization 2,29,987 1,86,446

Profit/ (Loss) before Exceptional Items and tax 55,56,171 61,25,468

Profit before Tax 55,56,171 61,25,468

Less: Tax Expense

Current Tax 22,01,965 20,20,270

Deferred Tax (2,62,713) (1,20,595)

Profit/Loss for the year after tax 36,16,919 42,25,793

DIVIDEND

The Board of Directors do not recommend any dividend on Equity Share Capital for the year under review with a view to conserve resources and to plough back the profits for the Financial Year ended 31st March, 2015 and to strengthen the net working capital.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) the Directors 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 as at 31st March, 2015 and of the profit of the Company for the financial year ended 31st March, 2015;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a 'going concern' basis;

(e) the Directors have laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS AND AUDITORS' REPORT

At the 29th Annual General Meeting (AGM) of the Company, M/s Khandelwal Jain & Company, Chartered Accountants (Firm Registration No. 105049W) was appointed as the Statutory Auditors to hold office till the conclusion of the 30th AGM of the Company. M/s Khandelwal Jain & Company, Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and having confirmed their eligibility, offer themselves for re-appointment. The Company has received necessary letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re –appointment. The Audit Committee and the Board of Directors, therefore, recommended the re- appointment of M/s Khandelwal Jain & Company, Chartered Accountants as Auditors of the Company for the financial year 2015-16 for the approval of Shareholders.

The observations in the Auditors' Report are self explanatory and do not call for any further comments.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed CS Mohd Zafar, Practicing Company Secretary, CP No. 13875, to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure - B" to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT – 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 are set out herewith as "Annexure – C" to this Report.

RELATED PARTY TRANSACTIONS

During the financial year 2014-15, there were no transactions with related parties which qualify as material transactions under the Listing Agreement.

The details of the related party transactions as required under Accounting Standard – 18 are set out in Note 31 to the standalone financial statements forming part of this Annual Report.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link:

http://www.mmwlindia.com/CorporateGovernance/Policy%20for%20 determining%20material%20subsidiaries.pdf

LOANS, GUARANTEES AND INVESTMENTS

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

Amount outstanding as at 31st March, 2015

(Rs. in lacs)

Particulars Amount

Loans given 1780.50

Guarantees given 1736.00

Investments made 14191.00

Loans, Guarantees and Investments made during the financial year 2014-15 (Rs. in lacs)

Name of entity Relation Amount Particulars of loan Purpose for which the Loans, Guarantee and Guarantees and investments are Investments proposed to be utilized

DigiCall Teleservices Wholly Owned 736.00 Guarantee For business purpose Private Limited Subsidiary

VIGIL MECHANISM

The Board of Directors of the Company have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Company, through this policy envisages to encourage the Directors and Employees of the Company to report to the appropriate authorities any unethical behaviour, improper, illegal or questionable acts, deeds, actual or suspected frauds or violation of the Company's Code of Conduct for Directors and Senior Management Personnel. The Policy on Vigil Mechanism / Whistle blower policy may be accessed on the Company's website at the link:

http://www.mmwlindia.com/CorporateGovernance/Whisle%20Blower%20Policy.pdf

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 as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is as under:

Part A and Part B relating to conservation of energy and technology absorption are not applicable to the Company as your Company is not a manufacturing company.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

(in Rs.)

Total foreign exchange earnings and outgo 2014-15 2013-2014

FOB Value of Exports Nil Nil

CIF Value of Imports Nil 48,66,850

Expenditure in foreign currency Nil Nil

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by any of the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

GENERAL

a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

b) Your Company does not have any ESOP scheme for its employees/directors.

c) The Whole - time Director of the Company does not receive any remuneration or commission from any of its subsidiaries.

DEMATERIALIZATION OF SHARES

Trading in the Equity Shares of the Company is only permitted in the dematerialized form as per the Securities and Exchange Board of India (SEBI) circular dated May 29, 2000.

The Company has established connectivity with both the Depositories viz. National Security Depository Ltd. (NSDL) as well as Central Depository Services (India) Ltd. (CDSL) to facilitate the demat trading. As on 31st March, 2015, 99.99% of the Company's Share Capital is in dematerialized form.

The Company's shares are regularly traded on BSE Limited.

DERECOGNITION OF MADHYA PRADESH STOCK EXCHANGE

Madhya Pradesh Stock Exchange Limited (MPSE) has opted for "Voluntary Exit" from the exchange business in view of the circular no. CIR/MRD/DSA/14/2012 dated May 30th, 2012. SEBI vide its WTM/RKA /MRD/50/2015 dated 09th June, 2015 has granted the Exit opportunity to MPSE and passed the order for its exit. In view of above the Shares of the Company are not listed at MPSE. The Company's Shares are now listed only at BSE Limited.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing agreement with BSE, the Corporate Governance report together with a certificate issued by a Company Secretary in whole time Practice having Membership Number, ACS 28165 on its compliance is made part of the Annual Report.

CAUTIONARY STATEMENT

Statement in the management's discussions and analysis describing the Company's projections, estimates, expectations or predictions may be 'forward looking statements' within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Company's operations include demand-supply conditions, changes in government regulations, tax regimes and economic developments within the country and abroad and such other factors.

ACKNOWLEDGEMENTS

The Directors of the Company are grateful to all the stakeholders including the customers, bankers, suppliers and employees of the Company for their co-operation and assistance.

Registered Office: By order of the Board

Office No.514, "B" wing, 215 Atrium, For Media Matrix Worldwide Limited

Andheri-Kurla Road, Chakala,

Andheri (E), Mumbai-400059

Date : 13th August, 2015 (B.B. Chugh) (C.K. Goushal)

Place: Gurgaon Director (Finance) Director


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Annual Report and Audited Accounts for the financial year ended 31st March, 2014.

(in Rs.) FINANCIAL RESULTS 2013-14 2012-13

Sales and Services 3,05,76,000 52,60,26,231

Other Income 1,30,44,215 3,61,271

Profit/(Loss) before depreciation, finance charges and taxation 63,11,914 1,62,61,792

Less: Depreciation & Amortization 1,86,446 1,35,256

Profit/ (Loss) before Exceptional Items and tax 61,25,468 11,470,601

Profit before Tax 61,25,468 1,14,70,601

Less: Tax Expense

Earlier Year Tax - 3,05,827

Current Tax 20,20,270 39,38,737

Deferred Tax (1,20,595) (1,96,156)

Profit/Loss for the year after tax 42,25,793 74,22,193

DIVIDEND

The Board of Directors do not recommend any dividend on Equity Shares for the Financial Year ended 31st March, 2014.

DIRECTORS

Pursuant to Section 152 of the Companies Act, 2013, Mr. Bharat Bhushan Chugh, Director of the Company, retires by rotation at ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Brief resume of Mr. Bharat Bhushan Chugh proposed to be reappointed as Director and other details as required under Clause 49 of the Listing Agreement, is provided in the Notice for convening the Annual General Meeting.

Mr. Chhattar Kumar Goushal and Mr. Suresh Bohra are Independent Directors of the Company and has held the positions as such from the year 2012. It is now, therefore, proposed to appoint Mr. Chhattar Kumar Goushal and Mr. Suresh Bohra as an Independent Directors of the Company under Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement to hold office for three consecutive years for a term up to the conclusion of the 32nd Annual General Meeting of the Company in the calendar year 2017. The Company has received requisite notice in writing from members proposing Mr. Chhattar Kumar Goushal and Mr. Suresh Bohra as an Independent Directors of the Company.

The Company has received declaration from Mr. Chhattar Kumar Goushal and Mr. Suresh Bohra confirming that they meets with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

AUDITORS AND AUDITORS" REPORT

M/s Khandelwal Jain & Company, Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and having confirmed their eligibility, offer themselves for re-appointment. The Company has received necessary letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re -appointment. The Audit Committee and the Board of Directors therefore recommended the re- appointment of M/s Khandelwal Jain & Company, Chartered Accountants as Auditors of the Company for the financial year 2014-15 for the approval of Shareholders.

The observations in the Auditors'' Report are self explanatory and do not call for any further comments.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public during the year.

DIRECTORS'' RESPONSIBILTY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility statement, it is hereby confirmed:

1. That in the preparation of the annual account for the Financial Year 2013-2014, the applicable accounting standards have been followed along with proper explanations relating to material development;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profit of the Company for the year under review;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the asset of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis.

PARTICULARS OF EMPLOYEES:

The provisions of Section 217(2A) of the Companies Act, 1956 does not apply, as there was no employee drawing salary above the limits prescribed therein.

DEMATERIALIZATION OF SHARES

Trading in the Equity Shares of the Company is only permitted in the dematerialized form as per the Securities and Exchange Board of India (SEBI) circular dated May 29, 2000.

The Company has established connectivity with both the Depositories viz. National Security Depository Ltd. (NSDL) as well as Central Depository Services (India) Ltd. (CDSL) to facilitate the demat trading. As on 31st March, 2014, 99.99% of the Company''s Share Capital is in dematerialized form.

The Company''s shares are regularly traded on BSE Limited. The Company''s shares are also listed at Madhya Pradesh Stock Exchange Limited where no trading took place during the year ended March 31, 2014.

LISTING OF SHARES AT CALCUTTA STOCK EXCHANGE

Madhya Pradesh Stock Exchange Limited (MPSE) has opted for “Voluntary Exit" from the exchange business in view of the circular no. CIR/MRD/DSA/14/2012 dated May 30th, 2012. In order to safeguard the interest of its Listed Companies they have entered into a Strategic Business Consolidation Agreement with the Calcutta Stock Exchange Limited (CSE) and pursuant to which Company''s Shares will continue to be traded at National Stock Exchange of India Limited (NSE). The Company in its board meeting held on 28th May 2014 accorded its approval to get the Equity shares of the Company for listing and dealing at Calcutta Stock Exchange (CSE).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 is as under:

Part A and Part B relating to conservation of energy and technology absorption are not applicable to the Company as your Company is not a manufacturing company.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Total foreign exchange Finacalial year ended Finacial year ended earnings and outgo 31st March 2014 31st March 2013

FOB Value of Exports Nil 55,72,530

CIF Value of Imports 48,66,850 36,19,18,150 Expenditure in foreign currency Nil Nil

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing agreement with BSE and MPSE, the Corporate Governance report together with a certificate from the Company''s Auditors on its compliance is made part of the Annual Report

ACKNOWLEDGEMENT:

The Directors of the Company are grateful to all the stakeholders including the customers, bankers, suppliers and employees of the Company for their co-operation and assistance.



Registered Office: By order of the Board

Office No.514,"B" wing, 215 Atrium, For MEDIA MATRIX WORLDWIDE LIMITED Andheri-Kurla Road, Chakala, Andheri (E), Mumbai-400059

Date : 11th August, 2014 (B.B. Chugh) (C.K. Goushal) Place : Gurgaon Director (Finance) Director


Mar 31, 2013

To the Members,

The Directors have pleasure in presenting the Annual Report and Audited Accounts for the financial year ended 31st March, 2013.

FINANCIAL RESULTS

(in Rs.) Particulars 2012-13 2011-12

Sales and Services 526,026,231 31,240,922

Other Income 361,271 758,283

Profit/(Loss) before depreciation, finance charges and taxation 16,261,792 (25,772,511)

Less: Depreciation & Amortization 135,256 1,411,677

Profit/ (Loss) before Exceptional Items and tax 11,470,601 (27,691,225)

Exceptional Items(Loss on sale of buildings) (1,207,321)

Profit/ (Loss) after Exceptional Items 11,470,601 (28,898,546)

Profit before Tax 11,470,601 (28,898,546)

Less: Tax Expense

Earlier Year Tax 305,827

Current Tax 3,938,737 1,159,981

Deferred Tax (196,156) (378,234)

Profit/Loss for the year after tax 7,422,193 (29,680,292)

DIVIDEND

The Board of Directors do not recommend any dividend on Equity Shares for the Financial Year ended 31st March, 2013.

DIRECTORS

Pursuant to Section 256 of the Companies Act, 1956, Mr. Mahesh Ranglal Jain, Director of the Company, retires by rotation at ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Brief resume of Mr. Mahesh Ranglal Jain, proposed to be reappointed as Director and other details as required under Clause 49 of the Listing Agreement, is provided in the Notice of the Annual General Meeting.

AUDITORS

M/s Khandelwal Jain & Company, Chartered Accountants, Statutory Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

AUDITORS'' REPORT

The information and explanation, Qualifications/Observations in the Annexure to Auditors'' Report are given in Annexure - I to this Report.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year.

DIRECTORS'' RESPONSIBILTY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility statement, it is hereby confirmed:

1. That in the preparation of the annual account for the Financial Year 2012- 2013, the applicable accounting standards have been followed along with proper explanations relating to material departure;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profit of the Company for the year under review;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the annual accounts for the financial year ended 31st March, 2013 on a going concern basis.

PARTICULARS OF EMPLOYEES

The provisions of Section 217(2A) of the Companies Act, 1956 does not apply, as there was no employee drawing salary above the limits prescribed therein.

DEMATERIALIZATION OF SHARES

Trading in the Equity Shares of the Company is only permitted in the dematerialized form as per the Securities and Exchange Board of India (SEBI) circular dated May 29, 2000.

The Company has established connectivity with both the Depositories viz. National Securities Depository Ltd. (NSDL) as well as Central Depository Services (India) Ltd. (CDSL) to facilitate the demat trading. As on 31st March, 2013, 99.99% of the Company''s Share Capital is in dematerialized form.

The Company''s shares are regularly traded on BSE Limited. The Company''s shares are also listed at Madhya Pradesh Stock Exchange Limited where no trading took place during the year ended March 31, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information pursuant to Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 is as under:

Part A and Part B relating to conservation of energy and technology absorption are not applicable to the Company as your Company is not a manufacturing company.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing agreement with BSE and MPSE, the Corporate Governance report together with a certificate from the Company''s Auditors on its compliance is made part of the Annual Report.

ACKNOWLEDGEMENT:

The Directors of the Company are grateful to all the stakeholders including the customers, bankers, suppliers and employees of the Company for their co-operation and assistance.

Registered Office: By order of the Board

Flat No 155, 15th Floor,

Mittal Court, "A" Wing For MEDIA MATRIX WORLDWIDE LIMITED

Nariman Point,

Mumbai - 400021 Sd/- Sd/-

Date : 31st August, 2013 (B.B. Chugh) (C.K. Goushal)

Place: Gurgaon Director Finance Director


Mar 31, 2009

The Directors are pleased in presenting the Twenty Fourth Annual Report and Audited Accounts for the year ended March 31, 2009.

FINANCIAL RESULTS:

(Rs in lacs)

2009 2008

Total Income 1648.07 1894.36

Total expenditure 1576.52 1795.55

Operating profit (PBIDT) 71.54 98.81

Interest 36.61 10.37

Profit before Depreciation/Taxation 34.93 88.44

Depreciation 20.40 196.34

Profit before Taxation/Prior period Adjustment 14.53 (107.90)

Prior period Adjustment -- --

Provision for Tax :

Current : 1.78 0.46

Deferred: 5.43 37.01

Profit after Taxation 7.32 (71.35)

Balance brought forward 51.15 12.88

Profit available for appropriation (51.15) (58.47)

Results of Operations

In view of the insufficient profit during the year, the Board has not recommended any dividend for the year under review.

Corporate Governance

Your Company has been fully compliant with the SEBI Guidelines on Corporate Governance, which have been incorporated in Clause 49 of the Listing Agreement with the Stock Exchanges. A detailed report on the subject forms part of this Report.

The Statutory Auditors of the Company have examined the Companys compliance, and have certified the same, as required under SEBI Guidelines. Such certificate is reproduced as part of this Report.

A Management Discussion and Analysis Report covering a wide range of issues relating to performance, outlook etc., is given as part of this report.

Fixed Deposits

Your company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the balance sheet date.

Directors

Mr. Vikas Desai and Ms.Mona Mehta retire at the ensuing annual general meeting and have not offered themselves for re-appointment hence the term of their office of the directorship will expire on the date of ensuing Annual General Meeting.

Mr. Suhas Jadhav and Mr. Deepak Doshi were appointed as additional directors w.e.f. 31st October, 2008 and Mr.Mendalu Chaitanya Naidu was appointed as an additional director w.e.f. 30th April, 2009. The tenure of Mr. Jadhav, Mr. Doshi and Mr. Naidu as the directors is upto the date of ensuing annual general meeting and they have offered themselves for appointment as directors. Your directors recommend appointment of Mr. Suhas Jadhav, Mr. Deepak Meghraj Doshi and Mr.Mendalu Chaitanya Naidu as directors of the Company.

Further, the tenure of Ms. Priyanka Vedmehta as the Managing Director of the Company ended on 13th November, 2008. The Board had, at its meeting held on 31st October, 2008, re-appointed Ms. Vedmehta as the managing director for a further period of 3 (Three) years w.e.f. 13 November, 2008 subject to the approval of the shareholders in the ensuing AGM. The necessary resolution for approval of the shareholders has been placed in the notice of AGM.

Auditors

M/s. N. S. Bhatt & Co., Chartered Accountants, Statutory auditors of the Company, retires at the conclusion of the forthcoming Annual General Meeting of the company and being eligible, offers themselves for re- appointment.

The comments by the Auditors in their Report are self explanatory and in the opinion of the Board, do not require any further clarifications.

Secretarial Audit

As directed by Securities and Exchange Board of India (SEBI), Secretarial Audit is being carried out at the specified periodicity by a Practicing Company Secretary. The results of Secretarial Audit were satisfactory.

Directors Responsibility Statement

Pursuant to Section 21 7(2AA) of the Companys Act 1956, your Directors would like to confirm the following:

i) The applicable accounting standards have been followed in preparing Annual Accounts and material departures, if any, have been properly explained;

ii) The Directors have selected such accounting policies and applied them consistently making reasonable, prudent estimates so as to give a true and fair view of the state of affairs of the company;

iii) Sufficient care has been taken by the Directors for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing frauds and irregularities; and

iv) The accounts have been prepared on a going concern basis.

Going Concern

In the opinion of the Directors, the Company will be in a position to carry on its existing Media and Entertainment business and accordingly it is considered appropriate to prepare the financial statements on the basis of going concern.

Maintenance of accounting records & Internal controls

The Company has taken proper and sufficient care for the maintenance of adequate accounting records as required by the Statute.

Directors have overall responsibility for the Companys internal control system, which is designed to provide a reasonable assurance for safeguarding of assets, reliability of financial records and for preventing and detecting fraud and other irregularities.

The system of internal control is monitored by internal audit function, which comprises of the examination and evaluation of the adequacy and effectiveness of the system of internal control and quality of performance in carrying out assigned responsibilities. Internal Audit Department interacts with all levels of management and the Statutory Auditors, and reports significant issues to the audit committee of the Board.

Audit Committee supervises financial reporting process through review of accounting and reporting practices, financial and accounting controls and financial statements. Audit Committee also periodically interacts with internal and statutory auditors to ensure quality and veracity of Companys accounts. Internal Auditors, Audit Committee and Statutory Auditors have full and free access to all the information and records as considered necessary to carry out their responsibilities. All the issues raised by them have been suitably acted upon and followed up.

Particulars of Employees

Pursuant to the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 nobody of the Company is drawing salary or commission, which exceeds the limit set out in the above section. Therefore nothing has been mentioned in this regard.

Statutory Disclosure

Information pursuant to Section 21 7(1 )(e) of the Companies Act, 1 956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is as under:

Part A and Part B relating to Conservation of Energy and Technology Absorption are not applicable to the company as your company is not a manufacturing company.

Foreign Exchange Earning and Outgo:

Total foreign exchange earnings and outgo during the year.

FOB Value of Exports : Rs. Nil

CIF Value of Imports : Rs. Nil

Expenditure in foreign currency : Rs. Nil

Appreciation

The Directors wish to express their appreciation of the continued co-operation of the Bankers, Customers, Dealers and Suppliers and also the valuable assistance and advice received from major shareholders, the employees for their contribution, support and continued co-operation through the year.

For and on behalf of the Board

Place : Mumbai Priyanka Vedmehta

Date : 31st August, 2009 Chairperson & Managing Director

Find IFSC