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Notes to Accounts of Media Matrix Worldwide Ltd.

Mar 31, 2016

1. Pursuant to the Composite Scheme of Amalgamation ("the Scheme") under Section 391 to 394 of the Companies Act 1956, sanctioned by the Hon''ble High Court of Judicature at Delhi vide its order dated 14th May 2015, Dig vision Holdings Private Limited merged with MN Ventures Private Limited. The Scheme has become effective on 22nd June 2015.

2. 75,00,000 Equity Shares of Re. 1/- each fully paid up allotted for consideration other than cash against acquisition of business and 5,39,10,000 Equity shares of Re.1/- each issued as bonus shares by capitalization of Share Premium.

3. 144,092,219 Equity Shares of Re. 1/- each fully paid up at premium of Rs. 2.47per equity share allotted pursuant to conversion of 144,092,219 Optionally Fully Convertible Debenture .

4. 907,785,000 Equity Share of Re 1/- each fully paid up at premium of Rs 0.20 per Equity Share allotted pursuant to subscription of Equity share by way of Right Issue.

* The Disclosure in respect of amount payable to the Company covered under the definition of Micro, Small and Medium Enterprises Development Act, 2006 (MSMEDA) as at 31.03.2016 has been made in the Financial Statement based on the information received and available with the Company.

5. A. Media Matrix Worldwide Limited (''MMWL'' or ''the Company''), a public limited company, was incorporated on June 07, 1985 in the State of Maharashtra. MMWL made its maiden public issue of Equity Shares in the year 1985 and got its Equity Shares listed at the Bombay Stock Exchange Ltd, Mumbai (BSE). As of March 31st, 2016, Company has been doing business of digital media content and dealing in related activities in media and entertainment industry.

B. The Company was incorporated as Rahul Trading and Finance Limited on 07th June, 1985 and was originally engaged in trading activities and later on, it changed its name to Giltfin Lease Limited. It obtained registration from Reserve Bank of India for carrying out Non-Banking Finance Company (NBFC) activities in the year 1999 vide certificate of Registration No. 13.01287 dated 13th August 1999. However, the Company didn''t carry out any activities related to NBFC since 13th August, 1999, the date on which it got the NBFC certificate, but only continues to be registered with Reserve Bank of India (RBI) as a Non-deposit accepting Non-Banking Finance Company. In the Year 2000, the Company started media and content business and further changed its name to Media Matrix Worldwide Limited. Considering that the Company had neither carried out any NBFC business in the past, nor it has any intention to carry the business of NBFC in future, the Company, on September 13, 2011, submitted an application to RBI for de-registration as an NBFC. RBI has vide its letter dated December 26, 2012 has asked the Company to lower its financials assets (representing investment in subsidiaries) as percentage of total assets to enable it to deregister as NBFC. Since the Company presently does not meet the criteria of principal business as specified by the RBI in its Press Release 1998-99/1269 dated April 8, 1999 and instead qualifies the criteria of Core Investment Company (CIC) based on its current investment structure, the Company has notified the same to RBI vide letter dated April 20, 2013. The Company qualifies for exemption from registration as CIC and has applied for the same to RBI. The same is under due consideration of RBI.

6. During FY2012-2013, 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 utilized the amount of Rs. 10,893.42 Lacs for the objects of the issue as stated in the Letter of Offer.

7. Investment

a) The Company had made an investment of Rs. 1,26,48,42,000( PY :Rs 1,06,83,93,000) by way of Compulsorily Convertible Debentures (CCDs) into its wholly owned subsidiaries with the following terms and conditions:

i. Face Value:Rs.1000/- & Rs100/-per Debenture

ii. Coupon rate : 0%

iii. Conversion: The said CCDs will be compulsorily converted into equity shares after 9 years from the date of allotment at Book Value or Face Value of Equity Shares at the time of conversion, whichever is higher

iv. Security: The CCDs will be unsecured and will carry no voting rights till such time as they are converted into Equity Shares.

i) The Company''s pending litigations comprise of claims against the Company and proceedings pending with Tax Authorities / Statutory Authorities. The Company has reviewed all its pending litigations and proceedings and has made adequate provisions, wherever required and disclosed the contingent liabilities, wherever applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a material impact on its financial position

ii) The Company periodically reviews all its long term contracts to assess for any material foreseeable losses. Based on such review wherever applicable, the Company has made adequate provisions for these long term contracts in the books of account as required under any applicable laws/accounting standards.

iii) As at March 31, 2016 the Company did not have any outstanding long term derivative contracts.

The above investment in Subsidiaries has been made by the Company in the form of Compulsorily Convertible Debentures (CCD) with the following terms and conditions:

i. Face Value:Rs.1000/- & Rs.100/-per Debenture

ii. Coupon rate : 0%

iii. Conversion: The said CCDs will be compulsorily converted into equity shares after 9 years from the date of allotment at Book Value or Face Value of Equity Shares at the time of conversion, whichever is higher.

iv. Security: The CCDs shall remain unsecured throughout and shall not carry any rights of a lender against the Company.

8. In the opinion of the Board of Directors, current assets, loan and advances have a value on realization at least equal to the amount at which they are stated in the books of accounts and provision for all known liabilities have been made, except as mentioned otherwise.

9. Employee Benefits

The Company has adopted Accounting Standard 15 (Revised) "Employees Benefits prescribed by the Companies (Accounting Standard) Rules, 2006. During the Year, Company has recognized the following amounts in the financial statements.

a) Defined Contribution Plans

During the year ended March 31st, 2016, Rs. 4,40,640/- (Previous Year Rs. 15,00,769) is recognized as an expense and shown under the "Employee Benefit Expenses" (Note 18).

b) Defined Benefits Plans

The Present value of Obligation is determined based on actuarial valuation using Project Unit Credit Method, which recognizes each period of services as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave encashment is recognized in the same manner as gratuity.

10. Business Segment

(a) Primary ( Business) Segment

The Company is mainly engaged in the business of digital media content and dealing in related activities in media and entertainment industry and does not have more than one reportable segment.

(b) Secondary (Geographical) Segment

Considering that the Company caters mainly to the needs of Indian market and the export turnover is NIL for the year ended March 31st, 2016, there are no reportable geographical segments.

Notes:

* As defined in paragraph 2(1)(xii) of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998.

** Provisioning norms shall be applicable as prescribed in Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007

*** All Accounting Standards and Guidance Notes issued by ICAI are applicable including for valuation of investments and other assets as also assets acquired in satisfaction of debt. However, market value in respect of quoted investments and break up/fair value/NAV in respect of unquoted investments should be disclosed irrespective of whether they are classified as long term or current in (4) above.

# considering the long term nature, fair value of investment in subsidiaries companies are shown at cost.

11. Value of imports on CIF basis: Rs.Nil/- (Previous Year: Rs.Nil/-)

12. Expenditure in foreign currency (on payment basis): Rs. Nil - (Previous Year: Rs. NIL)

13. Earnings in foreign currency: NIL (Previous Year Rs. Nil)

14. Figures of previous year have been re-grouped/reclassified wherever necessary to confirm current year classification.


Mar 31, 2015

1. A. Media Matrix Worldwide Limited ('MMWL' or 'the Company'), a public limited company, was incorporated on June 07, 1985 in the State of Maharashtra. MMWL made its maiden public issue of Equity Shares in the year 1985 and got its Equity Shares listed at the Bombay Stock Exchange Ltd, Mumbai (BSE). As of March 31st, 2015, Company has been doing business of digital media content and dealing in related activities in media and entertainment industry.

B. The Company was incorporated as Rahul Trading and Finance Limited on 07th June, 1985 and was originally engaged in trading activities and later on, it changed its name to Giltfin Lease Limited. It obtained registration from Reserve Bank of India for carrying out Non-Banking Finance Company (NBFC) activities in the year 1999 vide certificate of Registration No. 13.01287 dated 13th August 1999. However, the Company didn't carry out any activities related to NBFC since 13th August, 1999, the date on which it got the NBFC certificate, but only continues to be registered with Reserve Bank of India (RBI) as a Non-deposit accepting Non-Banking Finance Company. In the Year 2000, the Company started media and content business and further changed its name to Media Matrix Worldwide Limited. Considering that the Company had neither carried out any NBFC business in the past, nor it has any intention to carry the business of NBFC in future, the Company, on September 13, 2011, submitted an application to RBI for de-registration as an NBFC. RBI has vide its letter dated December 26, 2012 has asked the Company to lower its financials assets (representing investment in subsidiaries) as percentage of total assets to enable it to deregister as NBFC. Since the Company presently does not meet the criteria of principal business as specified by the RBI in its Press Release 1998-99/1269 dated April 8, 1999 and instead qualifies the criteria of Core Investment Company (CIC) based on its current investment structure, the Company has notified the same to RBI vide letter dated April 20, 2013. The Company qualifies for exemption from registration as CIC and has applied for the same to RBI. The same is under due consideration of RBI.

2. During FY2012-2013, 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, 2015, the Company has utilized the amount of Rs. 8928.93 Lacs for the objects of the issue as stated in the Letter of Offer.

3. Investment

a) The Company had made an investment of Rs. 16,50,00,000 and Rs. 700,00,000 by way of Optionally Fully Convertible Debentures(OFCDs) into DigiVive Services Private Limited (DSPL) and DigiCall Teleservices Private Limited (DTPL) respectively, on March 31, 2012. During FY2012-13, considering the request received by the Company from DTPL and DSPL for extension of the time period for repayment of the amount of OFCDs, the Board of Directors of the Company had accepted to convert the investment made by way of OFCDs in DTPL and DSPL into Compulsorily Convertible Debentures (CCDs) with the following terms and conditions:

i. Face Value:Rs.1000/-per Debenture

ii. Coupon rate : 0%

iii. Conversion: The said CCDs will be compulsorily converted into equity shares after 9 years from the date of allotment at Book Value or Face Value of Equity Shares at the time of conversion, whichever is higher.

iv. Security: The CCDs shall remain unsecured throughout and shall not carry any rights of a lender against the Company.

During the year, investment by way of CCD amounting to Rs. 7,00,00,000 in DigiCall Teleservices Private Limited has been converted into Equity shares at Face Value of Rs. 10 each.

b) During FY2014-15, the Company had made an investment of Rs. 2,65,00,000 by way of Compulsorily Convertible Debentures (CCDs) into DigiVive Services Private Limited (DSPL) with the following terms and conditions:

i. Face Value:Rs.1000/-per Debenture

ii. Coupon rate : 0%

iii. Tenure: The tenure of the CCDs will be 9 years from the date of allotment with an option with the issuing Company to extend it up to one year.

iv. Conversion: The every issued CCD will be convertible into 100 equity shares of the Company after 9 years from the date of allotment.

v. Security: The CCDs will be unsecured and will carry no voting rights till such time as they are converted into Equity Shares.

The Company has also invested the proceeds from right issue of Rs. 10893.42 Lacs in its subsidiaries, besides utilizing the amount in meeting right issue expenses and for meeting general corporate purpose. The details of utilization as on March 31st, 2015 is as under:

The above investment in Subsidiaries has been made by the Company in the form of Compulsorily Convertible Debentures (CCD) with the following terms and conditions:

I. Face Value:Rs.1000/-per Debenture

ii. Coupon rate : 0%

iii. Conversion: The said CCDs will be compulsorily converted into equity shares after 9 years from the date of allotment at Book Value or Face Value of Equity Shares at the time of conversion, whichever is higher.

iv. Security: The CCDs shall remain unsecured throughout and shall not carry any rights of a lender against the Company.

4. In the opinion of the Board of Directors, current assets, loan and advances have a value on realization at least equal to the amount at which they are stated in the books of accounts and provision for all known liabilities have been made, except as mentioned otherwise.

5. Contingent liabilities not provided for:

Sl. No. Particulars Year ended Year ended March 31, 2015 March 31, 2014 (in Rs.) (in Rs.)

I Guarantees given by banks on behalf of the Company (Margin 251,00,000 251,00,000

Money kept by way of Fixed deposits Rs.25,100,000/-; (Previous Year Rs 25,100,000/-)

I) The Company's pending litigations comprise of claims against the Company and proceedings pending with Tax Authorities /

Statutory Authorities. The Company has reviewed all its pending litigations and proceedings and has made adequate provisions, wherever required and disclosed the contingent liabilities, wherever applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a material impact on its financial position

ii) The Company periodically reviews all its long term contracts to assess for any material foreseeable losses. Based on such review wherever applicable, the Company has made adequate provisions for these long term contracts in the books of account as required under any applicable laws/accounting standards.

iii) As at March 31, 2015 the Company did not have any outstanding long term derivative contracts.

6. Employee Benefits

The Company has adopted Accounting Standard 15 (Revised) "Employees Benefits prescribed by the Companies (Accounting Standard) Rules, 2006. During the Year, Company has recognized the following amounts in the financial statements.

a) Defined Contribution Plans

During the year ended March 31st, 2015, Rs. 15,00,769 (Previous Year Rs. 12,91,545) is recognized as an expense and shown under the "Employee Benefit Expenses" (Note 18).

b) Defined Benefits Plans

The Present value of Obligation is determined based on actuarial valuation using Project Unit Credit Method, which recognizes each period of services as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave encashment is recognized in the same manner as gratuity.

7. Business Segment

(a) Primary ( Business) Segment

The Company is mainly engaged in the business of digital media content and dealing in related activities in media and entertainment industry and does not have more than one reportable segment.

(b) Secondary (Geographical) Segment

Considering that the Company caters mainly to the needs of Indian market and the export turnover is NIL for the year ended March 31st, 2015, there are no reportable geographical segments.

8. The Company has revised useful life of some of its fixed assets with effect from 1st April, 2014 as prescribed in Schedule II of the Companies Act, 2013. In case of fixed assets where the useful life was "nil" as at 1st April, 2014, residual value of Rs. 4,34,048/- has been adjusted from the accumulated profits of the Company. Further, the depreciation for the year is higher by Rs. 10,000/- and the profit for the year has been lower by Rs.10,000/- due to change in depreciation rates as per Schedule II of the Companies Act, 2013.

9. Value of imports on CIF basis: Rs. Nil /- (Previous Year: Rs. 4,866,850/-)

10. Expenditure in foreign currency (on payment basis): Rs. Nil - (Previous Year: Rs. NIL)

11. Earnings in foreign currency: NIL (Previous Year Rs. Nil)

12. The details of un hedged foreign currency exposure as at the year end is as follows:

13. Figures of previous year have been re-grouped/reclassified wherever necessary to confirm current year classification


Mar 31, 2014

SHARE CAPITAL

1 75,00,000 Equity Shares of Re. 1/- each fully paid up alloted for consideration other than cash against acquisition of business and 5,39,10,000 Equity shares of Re.1/- each issued as bonus shares by capitalisation of Share Premium.

2 12,40,92,219 ( Prevoius Year: 2,00,00,000) Equity Shares of Re. 1/- each fully paid up at premium of Rs. 2.47per equity share alloted pursuant to conversion of 124,092,219 (Previous Year: 2,00,00,000) Optionally Fully Convertiable Debenture .

3 90,77,85,000 Equity Share of Re 1/- each fully paid up at premium of Rs 0.20 per Equity Share alloted pursuant to subscription of Equity share by way of Right Issue

A. Media Matrix Worldwide Limited (''MMWL'' or ''the Company''), a public limited company, was incorporated on June 07, 1985 in the State of Maharashtra. MMWL made its maiden public issue of Equity Shares in the year 1985 and got its Equity Shares listed at the Bombay Stock Exchange Ltd, Mumbai (BSE). As of March 31st, 2014 , Company has been doing business of digital media content and dealing in related activities in media and entertainment industry.

B. The Company was incorporated as Rahul Trading and Finance Limited on 07th June, 1985 and was originally engaged in trading activities and later on, it changed its name to Giltfin Lease Limited. It obtained registration from Reserve Bank of India for carrying out Non-Banking Finance Company (NBFC) activities in the year 1999 vide certificate of Registration No. 13.01287 dated 13th August 1999. However, the Company didn''t carry out any activities related to NBFC since 13th August, 1999, the date on which it got the NBFC certificate, but only continues to be registered with Reserve Bank of India (RBI) as a Non-deposit accepting Non-Banking Finance Company. In the Year 2000, the Company started media and content business and further changed its name to Media Matrix Worldwide Limited. Considering that the Company had neither carried out any NBFC business in the past, nor it has any intention to carry the business of NBFC in future, the Company, on September 13, 2011, submitted an application to RBI for de-registration as an NBFC. RBI has vide its letter dated December 26, 2012 has asked the Company to lower its financials assets (representing investment in subsidiaries) as percentage of total assets to enable it to deregister as NBFC. Since the Company presently does not meet the criteria of principal business as specified by the RBI in its Press Release 1998-99/1269 dated April 8, 1999 and instead qualifies the criteria of Core Investment Company (CIC) based on its current investment structure, the Company has notified the same to RBI vide letter dated April 20, 2013. The Company qualifies for exemption from registration as CIC and has applied for the same to RBI. The same is under due consideration of RBI.

* During FY2012-2013, 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, 2014, the Company has utilized the amount of Rs. 8407.36 Lacs for the objects of the issue as stated in the Letter of Offer.

* The Company had taken an amount of Rs. 50,00,00,000 from M/s V&A Ventures LLP on March 29, 2012 in the form of Optionally Fully Convertible Debentures (OFCD). The salient features of OFCDs was as follows:

i. 14,40,92,219 OFCDs issued of Rs.3.47 each aggregating to Rs.50,00,00,000;

ii. In case the conversion option is exercised, each OFCD would be converted into one Equity Share of Re. 1/- each at a price of Rs.3.47 per equity share;

iii. After 4 months from the date of allotment of OFCDs and within 18 months from the date of allotment, OFCDs can be converted into equity shares at the option of the OFCD Holder. If the conversion option is not exercised by the OFCD holder within 18 months, the OFCDs would be redeemable by the Company at redemption premium of 15% of face value i.e. Rs.3.47 per OFCD;

iv. Coupon on the OFCD is 0% p.a. payable annually;

v. Tenure of the OFCDs is 18 months from the date of allotment.

Out of the above OFCDs, 2,00,00,000 OFCDs were converted into 2,00,00,000 equity shares of Re. 1 as fully paid up at premium of Rs. 2.47 per equity share pursuant to the option exercised by the OFCDs holder on Aug 7, 2012. Balance 12,40,92,219 OFCDs have been converted into 12,40,92,219 equity shares of Re. 1 each pursuant to the option exercised by the OFCDs holder on June 27, 2013. On account of above mentioned conversion of OFCDs into Equity Shares, a charge of Rs. 4,32,56,443/- which was made to reserve and surplus has been reversed from the Security Premium account.

Investment

a) The Company had made an investment of Rs. 16,50,00,000 and Rs. 700,00,000 by way of Optionally Fully Convertible Debentures(OFCDs) into DigiVive Services Private Limited (DSPL) and DigiCall Teleservices Private Limited (DTPL) respectively, on March 31, 2012. During FY2012-13, considering the request received by the Company from DTPL and DSPL for extension of the time period for repayment of the amount of OFCDs, the Board of Directors of the Company has accepted to convert the investment made by way of OFCDs in DTPL and DSPL into Compulsorily Convertible Debentures (CCDs) with the following terms and conditions:

i. Face Value: Rs.1000/-per Debenture

ii. Coupon rate : 0%

iii. Conversion: The said CCDs will be compulsorily converted into equity shares after 9 years from the date of allotment at Book Value or Face Value of Equity Shares at the time of conversion, whichever is higher.

iv. Security: The CCDs shall remain unsecured throughout and shall not carry any rights of a lender against the Company.

The above investment has been made by the Company in the form of Compulsorily Convertible Debentures (CCD) with the following terms and conditions:

i. Face Value:Rs.1000/-per Debenture

ii. Coupon rate : 0%

iii. Conversion: The said CCDs will be compulsorily converted into equity shares after 9 years from the date of allotment at Book Value or Face Value of Equity Shares at the time of conversion, whichever is higher.

iv. Security: The CCDs shall remain unsecured throughout and shall not carry any rights of a lender against the Company.

* In the opinion of the Board of Directors, current assets, loan and advances have a value on realization at least equal to the amount at which they are stated in the books of accounts and provision for all known liabilities have been made, except as mentioned otherwise.

Contingent liabilities not provided for:

Sl. Particulars Year ended Year ended No. March 31, 2014 March 31, 2013 (Rs.) (Rs.)

I Unexpired Letters of Credit NIL NIL (Margin money paid NIL (Previous Year Rs. 2,10,00,000) (provided by third party); (Previous Year Rs. 35,813,901)

II Guarantees given by banks on behalf 251,00,000 27,20,000 of the Company (Margin Money kept by way of Fixed deposits Rs. 25,100,000; (Previous Year Rs. 27,20,000/-)

III Income Tax matters 611,826 611,826 There has been a pending litigation related to income tax for the assessment year 2003-04 related to disallowance of revenue expenditure related to software. The Assessing officer has passed an order demanding tax/penalty of Rs. 611,826 which has been upheld by the CIT (Appeal), Mumbai vide its order dated Feb 16,2012. The Company had filed an appeal with Income Tax Appellate Tribunal against the order of CIT (Appeal) on April 12, 2012. The same is pending disposal with ITAT.

Employee Benefits

The Company has adopted Accounting Standard 15 (Revised) “Employees Benefits prescribed by the Companies (Accounting Standard) Rules, 2006. During the Year, Company has recognized the following amounts in the financial statements.

a) Defined Contribution Plans

During the year ended March 31st, 2014, Rs. 2,419,545 (Previous Year Rs. 1,055,665) is recognized as an expense and shown under the “Employee Benefit Expenses" (Note 20 ).

b) Defined Benefits Plans

The Present value of Obligation is determined based on actuarial valuation using Project Unit Credit Method, which recognizes each period of services as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave encashment is recognized in the same manner as gratuity.

Business Segment

(a) Primary ( Business) Segment

The Company is mainly engaged in the business of digital media content and dealing in related activities in media and entertainment industry and does not have more than one reportable segment.

(b) Secondary (Geographical) Segment

Considering that the Company caters mainly to the needs of Indian market and the export turnover is NIL for the year ended March 31st, 2014, there are no reportable geographical segments.

Other information

Notes:

* As defined in paragraph 2(1)(xii) of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998.

** Provisioning norms shall be applicable as prescribed in Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007

*** All Accounting Standards and Guidance Notes issued by ICAI are applicable including for valuation of investments and other assets as also assets acquired in satisfaction of debt. However, market value in respect of quoted investments and break up/fair value/NAV in respect of unquoted investments should be disclosed irrespective of whether they are classified as long term or current in (4) above.

# considering the long term nature, fair value of investment in subsidiaries companies are shown at cost.

* Value of imports on CIF basis: Rs. 4,866,850 /- (Previous Year: Rs.361,918,150)

* Expenditure in foreign currency (on payment basis): Rs. Nil - (Previous Year: Rs. NIL)


Mar 31, 2013

1. A. Media Matrix Worldwide Limited (‘MMWL'' or ‘the Company''), a public limited company, was incorporated on June 07, 1985 in the State of Maharashtra. MMWL made its maiden public issue of Equity Shares in the year 1985 and got its Equity Shares listed at the BSE Ltd, Mumbai (Bombay Stock Exchange). As of March 31, 2013, the Company has been doing business of digital media content, mobile handsets and dealing in related activities in telecom, media and entertainment industry.

B. The Company was incorporated as Rahul Trading and Finance Limited on 07th June, 1985 and was originally engaged in trading activities and later on, it changed its name to Giltfin Lease Limited. It obtained registration from Reserve Bank of India for carrying out Non-Banking Finance Company (NBFC) activities in the year 1999 vide certificate of Registration No. 13.01287 dated 13th August 1999. However, the Company didn''t carry out any activities related to NBFC since 13th August, 1999, the date on which it got the NBFC certificate, but only continues to be registered with Reserve Bank of India (RBI) as a Non-deposit accepting Non-Banking Finance Company. In the Year 2000, the Company started media and content business and further changed its name to Media Matrix Worldwide Limited. Considering that the Company had neither carried out any NBFC business in the past, nor it has any intention to carry the business of NBFC in future, the Company, on September 13, 2011, submitted an application to RBI for de- registration as an NBFC. RBI has vide its letter dated December 26, 2012 has asked the Company to lower its financials assets (representing investment in subsidiaries) as percentage of total assets to enable it to deregister as NBFC. Since the Company presently does not meet the criteria of principal business as specified by the RBI in its Press Release 1998-99/1269 dated April 8, 1999 and instead qualifies the criteria of Core Investment Company (CIC) based on the current investment structure of the Company, the Board of Directors of the Company has decided on February 13, 2013 to notify the same to RBI and apply for registration as and when the assets size is Rs.100 cr or above. The response of RBI in this regard is awaited.

2. During the year, the Company has come out with issue of 907,785,000 (Ninety Crore Seventy Seven lacs Eighty Five Thousand) equity shares with a face value of Re.1/- each at a premium of 20 paisa per equity share for an amount aggregating Rs. 1,089,342,000/- on a rights basis to the existing equity shareholders of the Company in the ratio of 9 equity shares for every 1 fully paid-up equity share held by the existing equity shareholders on the record date, that is, on March 19, 2013. The right issue has opened on March 30, 2013 and would be closed on April 27, 2013.

3. The Company has taken an amount of Rs. 500,000,000/- from M/s V&A Ventures LLP on March 29, 2012 in the form of Optionally Fully Convertible Debentures (OFCD). The salient features of OFCDs is as follows:

i. 144,092,219 OFCDs issued of Rs.3.47 each aggregating to Rs. 500,000,000/-;

ii. In case the conversion option is exercised, each OFCD would be converted into one Equity Share of Re. 1/- each at a price of Rs.3.47 per equity share;

iii. After 4 months from the date of allotment of OFCDs and within 18 months from the date of allotment, OFCDs can be converted into equity shares at the option of the OFCD Holder. If the conversion option is not exercised by the OFCD holder within 18 months, the OFCDs would be redeemable by the Company at redemption premium of 15% of face value i.e. Rs.3.47 per OFCD;

iv. Coupon on the OFCD is 0% p.a. payable annually;

v. Tenure of the OFCDs is 18 months from the date of allotment.

Out of the above OFCDs, 20,000,000 OFCDs have been converted into 20,000,000 equity shares of Re. 1 as fully paid up at premium of Rs. 2.47 per equity share pursuant to the option exercised by the OFCDs holder on Aug 7, 2012.

4. Hitherto, premium payable on the redemption of OFCDs and Right Issue expenses were charged to Statement of Profit &Loss account. With effect from April 1, 2012, the Company has changed its policy for charging redemption premium on OFCDs and Right issue expenses. Accordingly, as per the revised policy the same has been adjusted against Securities Premium Account. Had the same accounting policy been followed, the profits after tax for the current year ended March 31, 2013 would have been lower by Rs. 47,928,606/-.

5. Investment

a) The Company has invested an amount of Rs.49,800,000/- in 4,980,000 equity shares of Rs. 10/- each of nexG Devices Private Limited by way of conversion of short term loans.

b) The Company had made an investment of Rs. 165,000,000/- and Rs. 70,000,000/- by way of Optionally Fully Convertible Debentures(OFCDs) into DigiVive Services Private Limited (DSPL) and DigiCall Teleservices Private Limited (DTPL) respectively, on March 31, 2012 with the following terms and conditions:

i. Face Value: The face Value of OFCDs shall be Rs.1000/-.

ii. Coupon rate : 0%

iii. Redemption: The OFCDs may be redeemable on or after two months from the date of allotment. The Company has the option of redeeming the OFCD anytime by giving seven day''s notice to the OFCD holder provided the OFCD holder has not exercised the conversion option. The same, if not redeemed earlier, shall be compulsorily redeemed after 5 years from the date of allotment. iv. Conversion: The option to convert OFCDs into equity shares can be exercised after 1 month from the Date of Allotment of OFCDs at a price mutually to be agreed between the Company and OFCD holder. v. Usage of Funds: The amount received by the Company on issue of OFCDs shall be at the exclusive disposal of the Board of Directors of the Company and may be utilized by the Company for any bona-fide purpose and in any manner as it may deem fit. The OFCD holder shall not have any right to claim and/or question anything in this regard.

vi. Security and Rights: The OFCDs shall remain unsecured throughout and shall not carry any rights of a lender against the Company, other than the right to seek conversion as per clause d) above. During the year, considering the request received by the Company from DTPL and DSPL for extension of the time period for repayment of the amount of OFCDs, the Board has accepted to convert the investment made by way of OFCDs in DTPL and DSPL into Compulsorily Convertible Debentures (CCDs) with the following terms and conditions:

i. Face Value:Rs.1000/-per Debenture

ii. Coupon rate : 0%

iii. Conversion: The said CCDs will be compulsorily converted into equity shares after 9 years from the date of allotment at Book Value or Face Value of Equity Shares at the time of conversion, whichever is higher. iv. Security: The CCDs shall remain unsecured throughout and shall not carry any rights of a lender against the Company.

6. In the opinion of the Board of Directors, current assets, loan and advances have a value on realization at least equal to the amount at which they are stated in the books of accounts and provision for all known liabilities have been made, except as mentioned otherwise.

7. Employee Benefits

The Company has adopted Accounting Standard 15 (Revised) "Employees Benefits prescribed by the Companies (Accounting Standard) Rules, 2006. During the Year, Company has recognized the following amounts in the financial statements.

Defined Contribution Plans

During the year ended March 31, 2013, Rs. 1,055,665/- (Previous Year NIL) is recognized as an expense and shown under the "Employee Benefit Expenses" (Note 20).

Defined Benefits Plans

The Present value of Obligation is determined based on actuarial valuation using Project Unit Credit Method, which recognizes each period of services as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave encashment is recognized in the same manner as gratuity.

8. Business Segment

(a) Primary ( Business) Segment

The Company is mainly engaged in the business of digital media content, mobile handsets and dealing in related activities in telecom, media and entertainment industry and there is no separate reportable segment as per Accounting Standard (AS) 17 on segment reporting.

(b) Secondary (Geographical) Segment

The Company caters mainly to the needs of Indian market and the export turnover is insignificant of the total turnover of the Company i.e.1.1% for the year ended March 31, 2013, there are no reportable geographical segments.

9. Earnings in foreign currency: Rs. 5,572,530/-(Previous Year NIL)

10. Figures of previous year have been regrouped/reclassified wherever necessary to confirm current year classification.


Mar 31, 2012

1.1 75,00,000 Equity Shares of Re. 1/- each fully paid up allotted for consideration other than cash against acquisition of business and 5,39,10,000 Equity shares of Re.1/- each issued as bonus shares by capitalisation of Share Premium.

* The Disclosure in respect of amount payable to the Company covered under the definition of Micro, Small and Medium Entreprises Development Act, 2006 (MSMEDA) as at 31.03.2012 has been made in the Financial Statement based on the information received and available with the Company.

A. Media Matrix Worldwide Limited ('MMWL' or h>the Company'), a public limited company, was incorporated on June 07, 1985 in the State of Maharashtra. MMWL made its maiden public issue of Equity Shares in the year 1985 and got its Equity Shares listed at the Bombay Stock Exchange Ltd, Mumbai (BSE). Till March 31, 2012, the Company has been doing trading of Software/Contents and mobile handsets.

DigiVision Holdings Private Limited (DHPL), the new promoter, on October 12, 2011 acquired 1,13,21,100 Equity Shares constituting 14% of the Paid-up Capital by way of market purchases. DHPL also entered into a Share Purchase Agreements with erstwhile promoters of MMWL for acquisition of 12,767,148 equity shares of Re. 1 each representing 15.79% (SPA1), as well as with one of the public shareholders i.e. Vimochan Pictures Limited for acquisition of 96, 67,622 equity shares of Re. 1 each representing 11.96% (SPA2), both SPAs at a price of Rs. 1.90 per equity share, payable in cash.

Pursuant to acquisition of more than 15% equity shareholding in MMWL, DHPL made an Open Offer under Securities Exchange Board of India (Substantial Acquisition of the Shares and Takeover) Regulations, 1997, to the public Shareholders of Media Matrix Worldwide Limited to acquire 21,024,900 equity shares representing 26% of the paid up and voting equity shares capital of the Company at Rs. 1.90 fully paid equity shares of face value of Re. 1/-. Accordingly, DHPL acquired 20,726,038 equity shares of Re. 1/- each representing 25.63% of the paid up share capital. As at March 31, 2012, the shareholding of DHPL in the Company was 67.37%.

B. The Company was originally engaged in trading activities. The Company was registered with Reserve Bank of India (RBI) as NBFC vide registration No. 13.01287 dated 13th August 1999. The Company is currently engaged in media and entertainment business. Since the Company has not carried on NBFC activities nor it has intention of carrying on said activities in the future, the Company has, on September 13, 2011 submitted an application to RBI, seeking to de-register it as an NBFC. The process of de-registration is in advances stage and is expected to be completed in financial year 2013.

C. The Company has taken an amount of Rs. 50 crore from M/s V & A Ventures LLP on March 29, 2012 in the form of OFCD. The salient features of OFCDs is as follows:

i. 14,40,92,219 OFCDs to be issued of Rs.3.47 each aggregating to Rs.50.00 crore;

ii. In case the conversion option is exercised, each OFCD would be converted into one Equity Share of Re. 1/- each at a price of Rs.3.47 per equity share;

iii. After 4 months from the date of allotment of OFCDs and within 18 months from the date of allotment, OFCDs can be converted into equity shares at the option of the OFCD Holder. If the conversion option is not exercised by the OFCD holder within 18 months, the OFCDs would be redeemable by the Company at redemption premium of 15% of face value i.e. Rs.3.47 per OFCD;

iv. Coupon on the OFCD is 0% p.a. payable annually;

v. Tenure of the OFCDs is 18 months from the date of allotment.

D. Investment

a. The Company has made an investment of Rs.1,00,000 each in 10,000 equity shares each of M/s nexG Devices Private Limited and M/s DigiCall Holdings Private Limited respectively. Pursuant to the aforesaid investments made by the Company, M/s nexG Devices Private Limited and M/s DigiCall Holdings Private Limited have become the wholly owned subsidiaries of the Company w.e.f.05/03/2012.

b. The Company has also made an investment of Rs. 1,650 Lacs and Rs. 700 Lacs by way of Optionally Fully Convertible Debentures(OFCDs) into DigiVive Services Private Limited and DigiCall Teleservices Private Limited respectively, on March 31, 2012 with the following terms and conditions:

i. Face Value: The face Value of OFCDs shall be Rs.1000/-.

ii. Coupon rate : 0%

iii. Redemption: The OFCDs may be redeemable on or after two months from the date of allotment. The Company has the option of redeeming the OFCD anytime by giving seven day,s notice to the OFCD holder provided the OFCD holder has not exercised the conversion option. The same, if not redeemed earlier, shall be compulsorily redeemed after 5 years from the date of allotment.

iv. Conversion: The option to convert OFCDs into equity shares can be exercised after 1 month from the date of allotment of OFCDs at a price mutually to be agreed between the Company and OFCD holder.

v. Usage of Funds: The amount received by the Company on issue of OFCDs shall be at the exclusive disposal of the Board of Directors of the Company and may be utilized by the Company for any bona-fide purpose and in any manner as it may deem fit. The OFCD Holder shall not have any right to claim and/or question anything in this regard.

vi. Security and Rights: The OFCDs shall remain unsecured throughout and shall not carry any rights of a lender against the Company, other than the right to seek conversion as per clause iv above.

E. Business Segment

(a) Primary ( Business) Segment

The Company is mainly engaged in the business of digital media content, distributing of television program, film, music, mobile handsets and dealing in related activities in media and entertainment industry and there is no separate reportable segment as per Accounting Standard (AS) 17 on segment reporting.

(b) Secondary (Geographical) Segment

The Company caters mainly to the needs of Indian market and the export turnover being Nil of the total turnover of the Company, there are no reportable geographical segments.

F. In the opinion of the Board, current assets, loan and advances have a value on realization at least equal to the amount at which they are stated in the books of accounts and provisions for all known liabilities have been made, except as mentioned otherwise.

G. Deferred Tax

The Company estimates deferred tax Assets/ Liabilities using the applicable rate of taxation based on the impact of timing difference between financial statements and estimated taxable income for the current year related to depreciation on fixed assets. Deferred tax liability/ (assets) for the year aggregating to Rs. (378,234) (Previous year Rs. (401,069) has been recognised in Profit & Loss Account and net deferred tax liability as at 31st March, 2012 is Rs. 38,841.

H. Related Party Disclosures

(a) Name of Related parties and its relationship:

Holding Company:

- DigiVision Holdings Private Limited Subsidiary Companies:

- DigiCall Holdings Private Limited

- DigiVive Service Private Limited

- DigiCall Teleservices Private Limited

- nexG Devices Private Limited Fellow Subsidiary Companies:

- DigiCall Global Private Limited

- DigiVision Wireless Private Limited

In addition to the above, the following were the additional Related Parties which have been ceased to be Related Parties with effect from January 26, 2012 on account of the change in control and management of the Company:

- Mr. Anil Vedmehta (Director)

- M/s Mobile Telecommunication Limited (Director was Managing Director)

- M/s Quantum E-Services Private Limited (Director was Director)

Beside the above, during the year, the Company has entered into financial transactions amounting to Rs. 18,704,418, Rs. 26,203,470 and Rs. 1,810,002 with Mr. Anil Vedmehta, Director of the Company, M/s Mobile Telecommunication Limited (Director was Managing Director) and M/s Quantum E-Services Private Limited (Director was Director), respectively. All of these have ceased to be Related Parties with effect from Jan 26, 2012.

Notes:

* As defined in paragraph 2(1)(xii) of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998.

** Provisioning norms shall be applicable as prescribed in Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007

*** All Accounting Standards and Guidance Notes issued by ICAI are applicable including for valuation of investments and other assets as also assets acquired in satisfaction of debt. However, market value in respect of quoted investments and break up/fair value/NAV in respect of unquoted investments should be disclosed irrespective of whether they are classified as long term or current in (4) above.

# considering the long term nature, fair value of investment in subsidiaries companies are shown at cost.

I. Value of imports on CIF basis : Rs. 6,508,510 (Previous Year : NIL)

J Employee Benefits

The Company, during the period has adopted Accounting Standard 15 (Revised) "Employees Benefits prescribed by the Companies (Accounting Standard) Rules, 2006. During the period, Company has recognized the following amounts in the financial statements

Defined Benefits Plans

The Present value of Obligation is determined based on actuarial valuation using Project Unit Credit Method, which recognizes each period of services as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave encashment is recognized in the same manner as gratuity.

K. Earnings in foreign currency: NIL

L. The previous year figures are regrouped, rearranged or recast, wherever required, to make them comparable.


Mar 31, 2011

1. The Company is mainly engaged in the business of Digital Cinema, producing/ distributing of television program, film, music and dealing in related activities in media and entertainment industry and there are no separate reportable segment as per Accounting Standard (AS) 17 on segment reporting.

2. In the opinion of the Board, current assets, loans and advances have a value on realization at least equal to the amount at which they are stated in the books of accounts and provision for all known liabilities have been made, except as mentioned otherwise.

3. Deferred Tax

The Company estimates deferred tax Assets/Liabilities using the applicable rate af taxation based on the impact of timing difference between financial statements and estimated taxabie income for the current year related to depreciation on fixed assets. Deferred tax liability/ (assets) for the year aggregating to Rs/- (4,01,069)/- (Previous year Rs. 145496/-) has been recognized in Profit & Loss Account And net deferred tax liability as at 31st March, 2011 is Rs.l8,95,148/- (Rs.22,96,216/-)

4. Contingent Liabilities

According to information and explanation given to us there are no contingents liabilities exist in the Company.

5. Related Party Disclosures

(a) Name of Related party and its relation ship Key Management Personnel

Mr Anil B Vedmehta - Additional Director

M/s. Mobile Telecommunications Ltd. - Additional Director is CMD

M/s. Quantum E services R Ltd. - Additional Director is Director

M/s. Proximus Knowledge

& Technology Services P Ltd - Additional Director is Director

6. The balances of debtors, creditors, loans & advances are subject to confirmation.

7. M/s. Proximus Knowledge and Technologies Services Pvt, Ltd. Is no longer the subsidiary of the Company as During the year 2009 - 10 Company has liquidated 33,03,636 Nos. of its Shares hence, its holding has been reduced from 50.03% to 31.69%.

8. The previous year figures are regrouped, rearranged or recast, wherever required, to make them comparable.


Mar 31, 2010

1. The Company is mainly engaged in the business of Digital Cinema, producing/ distributing of television program, film, music and dealing in related activities in media and entertainment industry and there are no separate reportable segment as per Accounting Standard (AS) 17 on segment reporting.

2. In the opinion of the Board, current assets, loans and advances have a value on realization at least equal to the amount at which they are stated in the books of accounts and provision for all known liabilities have been made, except as mentioned otherwise.

3. Deferred Tax

The Company estimates deferred tax Assets/Liabilities using the applicable rate of taxation based on the impact of timing difference between financial statements and estimated taxable income for the current year related to depreciation on fixed assets. Deferred tax liability/ (assets) for the year aggregating to Rs/- (145496)/- (Previous year Rs.543546/-) has been recognized in Profit & Loss Account And net deferred tax liability as at 31st March, 2010 is Rs.22,96,216 (Rs.24,41712)

4. The balances of debtors, creditors, loans & advances are subject to confirmation.

5. M/s Proximus Knowledge and Technologies Services Pvt. Ltd is no longer the subsidiary of the Company as During the year Company has liquidated 33,03,636 Nos. of its Shares hence its holding has been reduced from 50.03% to 31.69%.

6. The previous year figures are regrouped, rearranged or recast, wherever required, to make them comparable.


Mar 31, 2009

A : NOTES

1. The Company is mainly engaged in the business of Digital Cinema, producing/distributing of television program, film, music and dealing in related activities in media and entertainment industry and there are no separate reportable segment as per Accounting Standard (AS) 1 7 on segment reporting.

2. In the opinion of the Board, current assets, loans and advances have a value on realization at least equal to the amount at which they are stated in the books of accounts and provision for all known liabilities have been made, except as mentioned otherwise.

3. The provision for taxation is made based on computation after considering rebates, deductions and relief as per section 115JB under the Income Tax Act and relevant finance Act.

4. Related Party Disclosures

(a) Name of Related party and its relationship

Key Management Personnel

Mrs. Priyanka Vedmehta - Managing Director

M/s. Mobile Telecommunications Ltd. - CMDs relatives are Directors

M/s. Vimochan Pictures Ltd. - CMD is Director

M/s. Quantum E Services P. Ltd. - CMD & her relatives are Directors

Mr. Anil B. Vedmehta - Relative of director

M/s. Media Matrix Worldwide LLC

M/s. Proximus Know. & Tech. Services Pvt. Ltd. - CMD & her relatives are Directors

5. The balances of debtors, creditors, loans & advances are subject to confirmation.

6. The previous year figures are regrouped, rearranged or recast, wherever required, to make them comparable.

 
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