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Directors Report of MPS Ltd.

Mar 31, 2016

The financial performance of the Company for the financial year 2015-16 is summarized as under:

(Rs. in lacs)

Particulars For the year ended 31.03.2016 For the year ended 31.03.2015

Gross Income 24,237.65 21,379.90

Profit Before Interest Depreciation and Tax 10,784.59 8,649.58 (Excluding Exceptional Income)

Finance Charges 11.40 29.23

Provision for Depreciation 385.63 517.07

Profit Before Tax (Excluding Exceptional Income) 10,387.56 8,103.28

Exceptional Income - 772.05

Provision for Tax 3,335.05 3,005.21

Net Profit After Tax 7,052.51 5,870.12

Balance of Profit Brought Forward 7,452.66 6,549.98

Balance Available for Appropriation 9,575.66 8,039.67

Transfer to General Reserve 705.25 587.01

Surplus carried to Balance Sheet 8,870.41 7,452.66

OPERATIONAL PERFORMANCE

MPS delivered another year of steady growth. Revenue from operations for the year ended March 31, 2016 increased to H224.04 crores as against H203.17 crores for the previous year. The Profit After Tax for the year ended March 31, 2016 was H70.53 crores and EPS H37.88 per share as against H58.70 crores and H34.76 per share respectively for the previous year ended March 31, 2015. An amount of H7.05 crores has been transferred to General Reserve during the year ended March 31, 2016 as compared to an amount of H5.87 crores for the previous year ended March 31, 2015.

DIVIDEND

During the year under review, the Board of Directors of your Company declared and paid three interim dividends, viz. first interim dividend of H7 per share declared on July 20, 2015, second interim dividend of H7 per share declared on October 26, 2015 and the third interim dividend of H8 per share declared on January 27, 2016. The Board of Director recommends, these three Interim Dividend, aggregated to H22 per share as the final dividend for the financial year 2015-16. Total cash outflow (including dividend distribution tax thereon) was H49.30 crores. The total distribution of profit after tax as dividend for the financial year 2015-16 stands at 69.90%.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, no amount became due for transfer to the Investor Education and Protection Fund established by the Central Government under the provisions of Section 205C of the Companies Act, 1956.

Your Company updates the details of unclaimed dividend on its website, www.adi-mps.com. The shareholders, who have not yet claimed any of their dividends, are requested to contact the Company''s Registrar and Share Transfer Agent ("RTA") for timely claiming the same. Contact details of the RTA are provided in this Annual Report as well as available on the Company''s website.

SHARE CAPITAL

The paid up equity share capital as at March 31, 2016 stood at H18.62 crores. During the year, the Company has neither introduced any Stock Option Scheme, nor issued any shares with differential voting rights.

SUBSIDIARY

MPS North America, LLC (MPS North America) continues to be the subsidiary of your Company. The three US-based acquisitions (Element, EPS, and TSI) completed through MPS North America have been neatly integrated into the overall operations. MPS North America is focused on content creation and development, project management, and media asset development for K12, Higher Education, Academic and STM publishers. The subsidiary is gaining traction in these business areas and also contributing to winning offshore revenue for other business areas including content production, transformation, HTML5 development, and platform services.

The subsidiary continues to be the fastest growing part of the Company''s overall business. The revenue of MPS North America for the year ended March 31, 2016 was H37.41 crores as compared to H25.64 crores during the previous year. The profit before tax for the year was H1.27 crores and profit after tax was H0.71 crores as compared to previous year profit before tax of H4.35 crores and profit after tax of H2.74 crores respectively.

CONSOLIDATED FINANCIAL STATEMENT

As per requirement of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations) and in accordance with the Accounting Standard (AS) 21 on Consolidated Financial Statement, the Audited Consolidated Financial Statement for the year ended March 31, 2016 is provided in the Annual Report, which includes the assets, liabilities, income, expenses and other details of the Company and its subsidiary.

Pursuant to Section 129 of Companies Act, 2013, (the Act)read with Rule 5 of the Companies (Account) Rules, 2014, a statement containing salient features of the financial statements of subsidiary in Form AOC -1 is attached to Consolidated Financial Statement forming part of this Annual Report.

BOARD MEETINGS

During the financial year 2015-16, four (4) meetings of the Board of Directors were held to transact the business of the Company. The time gap between the two consecutive Board Meetings did not exceed 120 days. The details of the Board meetings, including the attendance of Directors at these meetings are provided in the Corporate Governance Report annexed to this Report.

DEPOSITS

During the year under review, your Company has not accepted any deposits under Chapter V of the Act and hence no amount of principal and interest thereof was outstanding.

LOANS, GUARANTEES AND INVESTMENT

All the investments made by the Company were in accordance with the provisions of Section 186 of the Act and the rules made thereunder. The Board of Directors of the Company has duly constituted an Investment Committee that after proper evaluation and assessment of all the proposed investment proposals as per specified parameters, provides its recommendation to the Board. The details of all current and non-current investments of the Company are duly disclosed in the Notes to Standalone Financial Statements.

During the financial year under review, your Company has not provided any secured / unsecured loan to other Body Corporate or guarantees / securities in respect of any such loan. Your Company has not obtained any secured term loan during the year.

UTILIZATION OF THE PROCEEDS FROM QUALIFIED INSTITUTIONAL PLACEMENT

During the financial year 2014-15, your Company had raised a sum of H150 crores through "Qualified Institutional Placement" (QIP). The net proceeds of the issue (net of issue expenses) are primarily to augment funds for growth opportunities such as acquisitions and strategic initiatives and for general corporate purposes and any other purposes as may be permissible under applicable law. These funds have been temporarily invested in interest / dividend bearing liquid instruments, including money market instrument and will be utilized as per the objects of the QIP as and when a suitable opportunity of acquisition and strategic growth materializes.

DIRECTORS, KEY MANAGERIAL PERSONNEL, AND EMPLOYEES

During the year under review to ensure the seamless implementation of management''s identified succession plan, Mr. Nishith Arora relinquished the position as Managing Director of the Company w.e.f. May 25, 2015. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Nishith Arora, as Whole Time Director and Executive Chairman of the Company for a period of three (3) years w.e.f. May 25, 2015 which has also been approved by the members of the Company at the 45th Annual General Meeting of the Company. Mr. Nishith Arora is now concentrating on the strategic and inorganic growth of the Company. Mr. Nishith Arora retires at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. Your Board of Directors recommends the appointment of Mr. Nishith Arora, as a Director, liable to retire by rotation at the ensuing 46th Annual General Meeting.

During the year under review, Mr. Rahul Arora was promoted as Chief Executive Officer (CEO) of the Company effective from May 25, 2015. The CEO and his core strategy team are now based in the United States and all customers have welcomed this development. The Company believes that its primary growth in the future will be from the United States. As publishers identify new areas of outsourcing and consolidate existing business with fewer strategic suppliers, MPS is in a differentiated position by providing its customers local access to senior management. Mr. Rahul Arora continues to be the Whole Time Director of the Company. As Mr. Rahul Arora was not a resident of India for a continuous period of 12 months preceding the date of his appointment as a Whole Time Director, the Company had applied to Central Government (Ministry of Corporate Affairs) as per the provisions of Sections 196 and 197 read with Clause (e), Part I, Schedule V to the Act. Company''s application has been approved by the Central Government (Ministry of Corporate Affairs) vide letter dated July 16, 2015.

Ms. Yamini Tandon was appointed as a Whole Time Director of the Company for a period of 5 (five) years with effect from August 11, 2014. As Ms. Tandon was not a resident of India for a continuous period of 12 months preceding the date of her appointment as a Whole Time Director, the Company had applied to the Central Government (Ministry of Corporate Affairs) pursuant to Sections 196 and 197 read with Clause (e), Part I, Schedule V to the Act. Company''s application has been approved by the Central Government (Ministry of Corporate Affairs) vide letter dated June 19, 2015. Ms. Tandon resigned as Whole Time Director of the Company w.e.f. May 8, 2015. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, appointed Ms. Yamini Tandon, as an Additional Director (Non-Executive) of the Company w.e.f. August 03, 2015. As an Additional Director Ms. Yamini Tandon would hold the office of Director upto the date of this ensuing 46th Annual General Meeting. The Company received a notice in writing from a member along with the deposit of requisite amount in accordance with the provisions of Section 160 of the Act, proposing the candidature of Ms. Yamini Tandon for the office of Director, liable to retire by rotation. The Board of Directors, after considering the expertise and performance of Ms. Yamini Tandon, is ofthe view that her association with the Company as a Director would be of immense help to the Company. Accordingly, your Board of Directors recommends the appointment of Ms. Yamini Tandon as a Non-Executive Director, liable to retire by rotation at the ensuing 46th Annual General Meeting of the Company.

A brief resume of Directors proposed to be appointed at the ensuing Annual General Meeting along with their expertise and directorships in other companies are given in the Notice to the Annual General Meeting.

DECLARATION BY INDEPENDENT DIRECTORS

Independent Directors of the Company have declared to the Company that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 17 of the Listing Regulations.

NOMINATION AND REMUNERATION POLICY

As per provisions of Section 178(3) of the Act, on the recommendation of the Nomination and Remuneration Committee, your Company has formulated a Nomination and Remuneration Policy. The policy is formulated for:

- setting criteria with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions of the Company;

- to determine remuneration, based on the Company''s size, financial position, trends and practices on remuneration prevailing in the industry; and

- to carry out evaluation of the performance of Directors, Key Managerial and Senior Management Personnel and to attract, retain, motivate, and promote talent and to ensure long term sustainability of talented Managerial Persons and create competitive advantage.

The Nomination and Remuneration Policy is appended as Annexure A to this Report.

BOARD EVALUATION

As per Section 178 of the Act and the corporate governance requirements as prescribed under Regulation 19 of the Listing Regulations, performance evaluation of the individual Directors, Chairman, Board and Committees thereof is an annual exercise. Based on the criteria set by the Nomination and Remuneration Committee, performance of Independent Directors was carried out by the Board of Directors. Independent Directors in their separate meeting evaluated the performance of non-independent Directors, including the Chairman, Board and Committees thereof. Evaluation results were discussed in the Board Meeting. The Board was satisfied with the evaluation results that reflected the overall engagement of the Directors individually, the Board and its Committees.

PARTICULARS OF DIRECTORS AND EMPLOYEES

Pursuant to Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details/information''s related to the remuneration of Directors and Key Managerial Personnel are set out in Annexure B to this Report.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, the Directors confirm the following:

a. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

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 at the end of the financial year and of the profit and loss of the Company for that period;

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the Annual Accounts on a going concern basis;

e. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

INTERNAL FINANCIAL CONTROL

The Company has a robust system of internal financial control, commensurate with the size and complexity of its business operations. It ensures that all the business transactions are recorded in a fair and transparent manner. The Company has an external and independent firm of Internal Auditors that scrutinizes the financials and other operations of the Company. The Internal Auditors also checks if the applicable laws have been complied with or not. Internal Auditors directly report to the Audit Committee. Based on the findings of Internal Auditors, process owners undertake corrective actions in their respective areas. During the year and at the year-end, such controls were tested for adequacy and operating effectiveness and no reportable material weakness or significant deficiency was observed in the design or operations.

RISK MANAGEMENT

During the year, your Company has formulated a Risk Management Policy to assist the Board in:

- Overseeing and approving the Company''s enterprise wide risk management framework; and

- Overseeing that all the risks that the organization faces such as strategic, financial, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The Company''s management systems, organizational structure, processes, standards, code of conduct, and behaviors together form a System that governs how the Company conducts its business and manage the associated risks.

Your Company carries out a periodical exercise to identify various risks involved in the business and operations of the Company. After identification, such risks are assessed for the degree of risks involved and accordingly steps are taken to mitigate those risks. The objective of such exercise is to mitigate the probable adverse impact on business operations and thus enhance the competitiveness. The risk assessment process of the Company defines the risk management approach at all levels across the organization including determining the degree of risks and suitable steps to be taken to avoid the probable harm.

RELATED PARTY TRANSACTIONS

Your Company has formulated a Policy on Related Party Transaction (available on the Company''s website www.adi-mps.com) as recommended by the Audit Committee to the Board, which defines materiality of related party transactions and sets the procedure for dealing with related party transactions based on the Companies Act, 2013, Regulation 23 of the Listing Regulations, applicable Accounting Standards and other applicable laws and regulations.

All new contracts and arrangements that were entered into during the financial year 2015-16 with related parties were on arm''s length basis and in the ordinary course of business. The Audit Committee has approved all such contracts and arrangements. The Company has not, during the year, entered into any related party transaction that may have a potential conflict with that of the Company at large. During the year, the Company has not entered into any material related party transactions as specified in Section 188(1) of the Act with any of its related parties. Accordingly, the disclosure of related party transactions as per Section 134(3)(h) of the Act in Form AOC-2 is not applicable. The details of related party transactions of the Company are disclosed in Financial Statement of the Company.

AUDIT COMMITTEE

Composition of the Audit Committee of the Company is in accordance with Section 177 of the Act and the Listing Regulations, consisting of majority of Independent Directors. Composition, role, terms of reference, and details of meetings of the Audit Committee are provided in the Corporate Governance Report annexed to this report. The Board has accepted all the recommendations made by the Audit Committee.

VIGIL MECHANISM

The Company has adopted a "Whistle Blower Policy" (Policy) that has been communicated to all the Directors and employees of the Company through intranet site of the Company. MPS is committed to have highest possible transparency in its operations. The objective of the Company''s Whistle Blower Policy is to allow employees an avenue to raise concerns, in line with MPS'' commitments to the highest possible standards of ethical, moral and legal business conduct and its commitment to open communications. Employees can, on a confidential basis, report such matters to ombudsman which may lead to incorrect financial reporting, or of serious nature, unlawful, not in line with the Code of Conduct of the Company or amounts to improper conduct. Employees also have access to the Chairman of Audit Committee. The Policy provides complete confidentiality and safeguard of the employees who raises the whistle against such improper conduct.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACES

The Company has adopted an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has set up an Internal Complaint Committee to redress the complaints, if any, received. During the year under review, no complaint was received from any employee of the Company involving sexual harassment and thus, no case was filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ANNUAL RETURN

As per the requirements of Section 92(3) of the Act, and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in Form MGT-9, is attached to this Report as Annexure C.

AUDITORS AND AUDIT REPORTS

Statutory Auditors

M/s. Deloitte Haskins & Sells, (Deloitte) Chartered Accountants, are the Statutory Auditors of the Company since more than 10 years. They would hold the office of Statutory Auditors of the Company till the conclusion of the ensuing Annual General Meeting. In terms of requirements of Section 139 of the Act read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014, relating to the rotation of the Statutory Auditors, your Company proposed to appoint M/s BSR & Co. LLP (firm registration no.101248W/W-100022) as the Statutory Auditors of your Company for a term of 5 years commencing from the conclusion of the ensuing Annual General Meeting till the conclusion of the 51st Annual General Meeting of the Company to be held in the calendar year 2021. The Company has received written consent and confirmation from M/s BSR & Co. LLP to the effect that their appointment, if made, would be within the limits prescribed under Section 141 of the Act, and rules framed thereunder and that they satisfy the criteria provided thereunder for the appointment as Statutory Auditors of the Company.

The Audit Report of Deloitte, the Statutory Auditors, on the Financials Statements of the Company for the financial year ended March 31, 2016 read with relevant Notes thereon are self-explanatory and do not call for any further explanation. The Auditors Report does not contain any qualification, reservation, or adverse remark.

During the year under review, the Statutory Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 your Board, during the year, appointed M/s R Sridharan and Associates, Practicing Company Secretaries, as Secretarial Auditors of your Company for the financial year 2015-16. The Secretarial Audit Report, for the financial year 2015-16 prepared by them is annexed to this Report as Annexure D.

The Secretarial Auditors have not expressed any qualification or reservation in their report and the report is self-explanatory.

During the year under review, the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

CORPORATE SOCIAL RESPONSIBILITY

Your Company''s overarching aspiration to create significant and sustainable societal value, inspired by a vision to sub-serve a larger national purpose and abide by the strong value of trusteeship, is manifested in its CSR initiatives that embrace the most disadvantaged sections of society, especially in rural India. The CSR initiatives undertaken by the Company includes imparting primary high- quality education to out-of-school under privileged girls, imparting computer educations to underprivileged children and building intellect and instill higher values of life through education.

In terms ofthe provisions of Section 135 ofthe Act, and the Companies (Corporate Social Responsibility) Rules, 2014, as amended, the details of the CSR Projects undertaken by the Company during the year are detailed in Annexure E. Your Company has devised proper system to monitor the CSR activities as per its CSR Policy.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Regulations is presented in a separate section forming part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUT-GO

Pursuant to Section 134(3)(m) of the Act, read with the Rule 8 of the Companies (Accounts) Rules, 2014, the following information is provided:

A. Conservation of Energy:

The provisions regarding disclosure of particulars with respect to Conservation of Energy are not applicable to the publishing services industry as the operations are not energy-intensive. However, constant efforts are being made to make the infrastructure more energy-efficient.

B. Technology Absorption

Particulars regarding Technology Absorption are annexed to this Report as Annexure F.

C. Foreign Exchange Earnings and Outgo

During the year under review, foreign exchange earned through exports was H223.87 crores as against H202.97 crores for the previous year ended March 31, 2015. Foreign exchange outgo was H14.82 crores as against the previous year of H12 crores. Thus, the net foreign exchange earned by the Company during the year ended March 31, 2016 was H209.05 crores. The details of foreign exchange earnings and outgo are given in the Notes forming part of the Audited Accounts for the year ended March 31, 2016.

CORPORATE GOVERNANCE

Your Directors reaffirm their continued commitment to good Corporate Governance practices. Your Company fully adheres to the standards set out by the Securities and Exchange Board of India for Corporate Governance practices that lays strong emphasis on integrity, transparency and overall accountability.

As stipulated under Regulation 34 of the Listing Regulations, a detailed report on Corporate Governance together with a certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to this Report.

SIGNIFICANT DEVELOPMENTS AFTER THE CLOSE OF THE FINANCIAL YEAR

Except the events disclosed elsewhere in the Annual Report, no significant change or development which could affect the Company''s financial position, have occurred between the end of the financial year and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY ANY REGULATORS OR COURT

There is no significant material order passed by any regulator or court that would impact the going concern status or future business operations of the Company.

APPRECIATION

Your Directors wish to place on record their sincere appreciation for the contributions made by the Company''s employees at all level. The Board also thanks its members, customers, vendors, government, banks and all other business associates for their continuous support.

For and on behalf of the Board of Directors

Place: Gurgaon Nishith Arora

Date: May 17, 2016 Executive Chairman


Mar 31, 2015

Dear Members,

The Directors are pleased to present the Forty-Fifth Annual Report together with the Accounts for the year ended March 31,2015.

Financial Performance

The financial performance of the Company for the Financial Year 2014-15 is summarised as under:

Rs. in lacs

Particulars for the year for the year ended ended 31.03.2015 31.03.2014

Gross Income 21,379.90 19,495.81

Profit Before Interest, 8,649.58 7,138.23 Depreciation and Tax (Excluding Exceptional Income)

Finance Charges 29.23 38.43

Provision for Depreciation 517.07 505.22

Profit Before Tax 8,103.28 6,594.58 (Excluding Exceptional Income)

Exceptional Income 772.05

Provision for Tax 3,005.21 2,250.14

Net Profit After Tax 5,870.12 4,344.44

Balance of Profit brought forward* 6,549.98 6,154.77

Balance available for appropriation 8,039.67 7,153.33

Transfer to General Reserve 587.01 434.44

Surplus carried to Balance Sheet 7,452.66 6,718.89

* Opening balance of surplus in statement of profit and loss as as on April 1, 2014 adjusted with depreciation on transition to Schedule II of the Companies Act, 2013 on tangible fixed assets with nil remaining useful life for Rs. 168.91 lacs (Net of deferred tax of Rs. 85.83 lacs).

Operational Performance

Revenue from Operations for the year ended March 31, 2015 was Rs. 203.17 crores as against Rs. 188.29 crores for the previous year. The Profit after Tax for the year ended March 31,2015 was Rs. 58.70 crores and EPS Rs. 34.76 per share as against Rs. 43.44 crores and '25.82 per share respectively for the previous year ended March 31,2014.

Price pressure on sales continued during the year though it was partly compensated by higher volume from the customers.

Dividend

During the year under review, the Board of Directors of your Company has declared and paid two Interim Dividends, viz. first Interim Dividend of Rs. 12 per share declared on August 20, 2014 and the second Interim Dividend of Rs. 10 per share declared on January 29, 2015, aggregating to Rs. 22 per share, which is the Final Dividend for the Financial Year 2014-15, against the total dividend paid during the previous Financial Year of Rs. 17 per share. Total cash outflow (including dividend distribution tax thereon) was Rs. 43.80 crores for the Financial Year 2014-15 as against Rs. 33.46 crores for the previous Financial Year. The total distribution of profit after tax as dividend for the Financial Year 2014-15 stands at 74.62%.

Transfer to the Investor Education and Protection Fund

In terms of Section 205A of the Companies Act, 1956 (as applicable) (the 1956 Act) an amount of Rs. 310 being unclaimed dividend for the Financial Year ended December 31,2008, which remained unclaimed for a period of 7 years from the date of transfer of the same to Unclaimed / Unpaid Dividend Account, has been transferred during the year to the Investor Education and Protection Fund established by the Central Government under Section 205C of the 1956 Act.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unclaimed dividend amounts, lying in the respective Unpaid / Unclaimed Dividend Accounts of the Company as on August 8, 2014 (date of last Annual General Meeting), on the Company's website, as also on the Ministry of Corporate Affairs' website.

Board Meetings

During the year under review, 6 (Six) meetings of the Board of Directors were held to transact the business of the Company. The time gap between the two consecutive Board Meetings was not exceeding 120 days. Details of the Board meetings, including the attendance of Directors at these meetings are provided in the Corporate Governance Report annexed to this Report.

Subsidiary

The Company's subsidiary MPS North America, LLC (MPSNA) was incorporated in the State of Florida on May 29, 2013. The revenue for the year ended March 31,2015 was USD 4.17 million as compared to the USD 1.45 million during the previous period. The pretax profit for the year was USD 0.71 million and post - tax profit was USD 0.45 million as compared to previous period pretax loss of USD 0.31 million and post-tax loss of USD 0.19 million respectively.

During the Financial Year 2014-15, MPSNA acquired the business of Electronic Publishing Services Inc. and TSI Evolve Inc.

Details of the subsidiary as per first proviso to Section 129 (3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 are attached to this Report as Annexure A.

Consolidated Financial Statement

As required under the Listing Agreement(s) entered into with the Stock Exchange(s) and in accordance with the Accounting Standard (AS) 21 on Consolidated Financial Statement, the audited Consolidated Financial Statement for the year ended March 31, 2015 is provided in the Annual Report. The Consolidated Financial Statement discloses the assets, liabilities, income, expenses and other details of the Company and its subsidiary.

Annual Return

An extract of Annual Return in Form MGT - 9, pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is attached to this Report as Annexure B.

Registered Office

Your Company had filed a petition with Regional Director, Southern Region, for shifting of its Registered Office from the state of Tamil Nadu to the National Capital Territory, Delhi. However due to various administrative reasons, the Company has withdrawn the said petition.

Deposits

Your Company has not accepted any deposits from the public during the year under review.

Loans, Guarantees And Investment

All the investments of the Company are as per the provisions of Section 186 of the Companies Act, 2013 and the rules made thereunder. Your Company has constituted an Investment Committee which, after proper evaluation and assessment of all the proposed investment proposals as per specified parameters, provides its recommendation to the Board. Details of the investments made by the Company are disclosed in the Notes to Standalone Financial Statements.

During the Financial Year under review, your Company has not provided any secured / unsecured loan or guarantees / securities in respect of any such loan. Your Company has not obtained any secured term loan during the year.

Qualified Institutional Placement

During the Financial Year 2014-15, your Company had raised Rs. 150 crores by issue of 1794258 Equity Shares of Rs. 10/- each at Rs. 836 (including premium of Rs. 826) each to the Qualified Institutional Buyers through Qualified Institutional Placement (QIP) pursuant to the provisions of Section 42 of the Companies Act, 2013 and the Rules made thereunder and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009. The net proceeds of the Issue (net of issue expenses) are to augment funds for growth opportunities such as acquisitions and strategic initiatives and for general corporate purposes and any other purposes as may be permissible under applicable law. These funds have temporarily been invested in high quality interest/dividend bearing liquid instruments, including money market mutual funds pending utilization for the objects of the QIP

Paid Up Share Capital

Subsequent to the issue of 1794258 Equity Shares of the Company under QIP, the Subscribed, Issued and Paid-up share Capital of the Company has increased to Rs. 18,61,69,260/- (consisting of 1,86,16,926 Equity Shares of Rs. 10 each) from Rs. 16,82,26,680/- (consisting of 16822668 Equity Shares of Rs. 10 each).

Directors, Key Managerial Personnel and Employees

On the recommendation of the Nomination and Remuneration Committee, Ms. Yamini Tandon, Vice President- Service Delivery, was appointed as an Additional Director and thus a Whole Time Director for a period of 5 years with effect from August 11, 2014 subject to the approval of the member. Thereafter, member accorded their approval for the appointment of Ms. Yamini Tandon as a Whole Time Director of the Company for a period of 5 (five) years with effect from August 11, 2014 through Postal Ballot, results of which were declared on March 13, 2015. An application pursuant to Sections 196 and 197 read with Clause (e), Part I, Schedule V to the Companies Act, 2013, in Form MR-2 has been filed with the Central Government (Ministry of Corporate Affairs) on November 6, 2014 since Ms. Tandon was not a resident in India for a continuous period of 12 months preceding the date of her appointment as a Whole Time Director and the application is currently pending. Ms. Tandon has resigned from the Board of the Company w.e.f. May 8, 2015. The Board places on record its deep appreciation for the valuable contributions made by Ms. Tandon during her tenure as a Director of the Company.

Mr. Rahul Arora, Whole Time Director, retires at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. As part of succession plan of the Company, Mr. Rahul Arora has been appointed as the Chief Executive Officer of the Company effective from May 25, 2015. He will also continue to be the Whole Time Director of the Company. The Company had earlier filed an application on November 8, 2013, under the Companies Act, 1956 before the Central Government (Ministry of Corporate Affairs), since Mr. Rahul Arora was not a resident in India for a continuous period of 12 months preceding the date of his appointment as a Whole Time Director of the Company. Pursuant to the provisions of Sections 196 and 197 read with Clause (e), Part I, Schedule V to the Companies Act, 2013, the Company, in continuation, has applied afresh vide its application in Form MR-2 filed on March 11, 2015 and the application is currently pending.

During the year under review, members approved the re- appointment of Mr. Nishith Arora, as Managing Director of the Company for a further period of 3 (Three) years with effect from April 19, 2015. To ensure the seamless implementation of management's succession plan, Mr. Nishith Arora resigned as Managing Director of the Company w.e.f. May 25, 2015. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, at its meeting held on May 25, 2015 appointed Mr. Nishith Arora, as an Additional Director and also as Whole Time Director of the Company for a period of 3 (three) years w.e.f. May 25, 2015. As an Additional Director Mr. Nishith Arora would hold the office of Director upto the date of the ensuing 45th Annual General Meeting. The Company received a Notice in writing from a member along with the deposit of requisite amount under Section 160 of the Companies Act, 2013, proposing the candidature of Mr. Nishith Arora for the office of Director, liable to retire by rotation. The Board of Directors, considering Mr. Nishith Arora's expertise and performance is of the view that his continued association with the Company as a Director, liable to retire by rotation and as Whole Time Director, would be of immense help to the Company. Accordingly your Board of Directors recommend the appointment of Mr. Nishith Arora as a Director, liable to retire by rotation and as Whole Time Director for a period of 3 (three) years w.e.f. May 25, 2015 at the ensuing 45th Annual General Meeting of the Company. Upon appointment Mr. Nishith Arora will continue to be the Executive Chairman.

Mr. Supriya Kumar Guha ceased to be the Company Secretary and Compliance Officer of the Company with effect from September 30, 2014 consequent to his resignation. Mr. Hitesh Kumar Jain, a fellow member of the Institute of Company Secretaries of India, has been appointed as the Company Secretary and Compliance Officer of the Company with effect from October 29, 2014.

Declaration by Independent Directors

All the Independent Directors of the Company have given declarations that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Nomination and Remuneration Policy

As per the provisions of Section 178 (3) of the Companies Act, 2013, on the recommendation of the Nomination and Remuneration Committee, your Company has formulated a Nomination and Remuneration Policy. The policy is formulated for setting criteria with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions of the Company, to determine remuneration, based on the Company's size, financial position, trends and practices on remuneration prevailing in the industry, to carry out evaluation of the performance of Directors, Key Managerial and Senior Management Personnel and to attract, retain, motivate, and promote talent and to ensure long term sustainability of talented Managerial Persons, and create competitive advantage. The Nomination and Remuneration Policy is appended as Annexure C to this Report.

Particulars of Directors and Employees

Pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details/ informations related to the remuneration of Directors and Key Managerial Personnel are set out in Annexure D to this Report.

Board Evaluation

Pursuant to the provisions of the of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out a formal annual performance evaluation of its own performance, the Directors individually, the Chairman of the Board and its various Committees. The criteria of evaluation have been laid down in the Performance Evaluation Policy adopted by the Company. The performance evaluation was based on the set of structured questionnaire relating to the functioning of the Board as a whole, various Committees of the Board within the terms of powers delegated to them, the Directors individually and the Chairman of the Board as well as discussion with each Director or Committee Member.

Director's Responsibility Statement

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

a. in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

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 at the end of the Financial Year and of the profit and loss of the Company for that period;

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

d. the Directors have prepared the Annual Accounts on a going concern basis;

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were generally operating effectively; and

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

Internal Financial Control

The Company has a robust system of internal financial control, commensurate with the size and complexity of its business operations. It ensures that all the business transactions are recorded in a fair and transparent manner. The Company has an external and independent firm of Internal Auditors which scrutinizes the financials and other operations of the Company. The Internal Auditors also checks if the applicable laws have been complied with or not. Internal Auditors reports to the Audit Committee. Based on the findings of Internal Auditors, process owners undertake corrective action in their respective areas. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee. The Company has also appointed an external and independent firm to review and access the adequacy of Internal Financial Control system of the Company and to suggest the measures to strengthen the same wherever they would find any scope for further improvement.

Audit Committee and Vigil Mechanism

Composition of the Audit Committee and details regarding the Vigil Mechanism established by your Company, as required under Section 177 of the Companies Act, 2013 are mentioned in the Corporate Governance Report annexed to this report.

Risk Management

Your Company carries out a periodical exercise to identify various risks involved in the business and operations of the Company. After identification, such risks are assessed for the degree of risks involved and accordingly steps are taken to mitigate those risks. The objective of such exercise is to mitigate the probable adverse impact on business operations and thus enhance the competitiveness. The risk assessment process of the Company defines the risk management approach at all levels across the organisation including determination of the degree of risks and proper steps to be taken to avoid the probable harm. The Board is updated periodically on the risks identified and steps taken for mitigating them.

Auditors and Audit Reports

Statutory Auditors

M/s. Deloitte Haskins & Sells, Chartered Accountants, existing Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting. The Company has received written consent and confirmation from them to the effect that their appointment, if made, would be within the limits prescribed under Section 141 of the Companies Act, 2013 and rules framed thereunder and that they satisfy the criteria provided thereunder for re-appointment.

Your Directors, on the recommendation of the Audit Committee, decided to recommend to the members the appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, (Firm Registration No. 015125N) as the Statutory Auditors of the Company to hold office from the conclusion of the forthcoming Annual General Meeting till the conclusion of the next Annual General Meeting.

The report of the Statutory Auditors on the Financials of the Company for the Financial Year ended March 31,2015 read with relevant Notes thereon are self-explanatory and do not call for any further explanation. The Auditors report does not contain any qualification, reservation or adverse remark.

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 the Board has appointed M/s R Sridharan and Associates, Practicing Company Secretaries, as Secretarial Auditors of your Company for the Financial Year 2014-15. The Secretarial Audit Report for the Financial Year 2014-15 prepared by them, is annexed to this Report as Annexure E.

The Secretarial Auditor has not expressed any qualification or reservation in their report and the report is self-explanatory.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance that lays strong emphasis on integrity, transparency and overall accountability. A detailed report on Corporate Governance together with a certificate from the Statutory Auditors of the Company confirming compliance with the conditions of corporate governance stipulated in Clause 49 of the Listing Agreement, is annexed to this Report.

Management's Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of the Annual Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out-Go

Pursuant to Section 134(3) (m) of the Companies Act, 2013 read with the Rule 8 of the Companies (Accounts) Rules, 2014, the following information is provided:

A. Conservation of Energy:

The provisions regarding disclosure of particulars with respect to Conservation of Energy are not applicable to the Publishing Services industry as the operations are not energy intensive. However, constant efforts are being made to make the infrastructure more energy efficient.

B. Technology Absorption

Particulars regarding Technology Absorption are annexed to this Report as Annexure F.

C. Foreign Exchange earnings and Outgo

During the year under review, foreign exchange earned through exports was Rs. 202.97 crores as against Rs. 188.06 crores for the previous year ended March 31, 2014. Foreign exchange outgo was Rs. 12 crores as against the previous year figure of Rs. 12.34 crores. Thus, the net foreign exchange earned by the Company during the year was Rs. 190.97 crores. The details of foreign exchange earnings and outgo are given in the Notes forming part of the Audited Accounts for the year ended March 31,2015.

Corporate Social Responsibility

Enactment of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by the Ministry of Corporate Affairs has brought in more responsibility on the Corporate Sector for nation building through participation in Corporate Social Responsibility programs.

Your Company is running its Corporate Social Responsibilities (CSR) programs since January 2013, even before the new requirements under the Companies Act, 2013. As per the requirement of Section 135 of the Companies Act, 2013, your Company constituted a Corporate Social Responsibility Committee in the Financial Year 2014-15 and on the recommendation of this committee also laid down its CSR Policy. Your Company has launched 'MPS Limited Girls Education Project' (the "CSR Project") under which your Company provides supports through grant-in-aid to IIPMACT, a non- profit making organisation, for imparting primary high quality education to out-of-school under privileged girls, between 6 to 14 years of age, from marginalized communities across India. Under the CSR Project your Company adopts teaching schools, called 'Learning Centers' wherein Company covers expenses of the CSR Project such as teachers and other staff salaries, training, teaching and learning materials.

The Project aims to provide equal opportunities, with regard to education to girls. By establishing a mechanism of learning within the villages through these Learning Centers, established right inside the villages where the girls live, and by using comprehensive and innovative strategies to deliver learning to these children and equipping them with literacy and other life skills, these girls will be able to complete their education and develop into productively contributing citizens of the country.

Your Company has supported 90 Learning Centers spread in villages of Dehradun (Uttarakhand), Mewat (Haryana) and Bundi (Rajasthan). Your Company has devised proper system to monitor the activities under the CSR Project as per its CSR Policy.

The Company's contributions to its CSR Projects are in accordance with the requirements of Schedule VII to the Companies Act, 2013. The Company spent Rs. 63.31 lacs towards the CSR Project during 2014-15 as compared to Rs. 16.60 lacs in the previous year.

Details of the CSR Activities undertaken by the Company are specified in Annexure G to this Report.

Related Party Transactions

Your Company has formulated a Policy on Related Party Transaction (available on the Company's website "www.adi-mps.com") as recommended by the Audit Committee to the Board, which defines materiality of related party transactions and sets the procedure for dealing with related party transactions based on the Companies Act, 2013, Clause 49 of the Listing Agreement, applicable Accounting Standards and other laws and regulations.

All related party transactions that were entered into during the Financial Year 2014-15 were on arm's length basis and in the ordinary course of business of the Company. The Company has not entered into any material related party transactions with its Promoters, Directors and Key/ Senior Managerial Personnel which may have a potential conflict with that of the Company at large. All the related party transactions are placed before the Audit Committee for its prior approval. Details of all the related party transactions of the Company are disclosed in Notes to Standalone Financial Statements for the year ended March 31, 2015.

Prevention of Sexual Harassment at Workplaces

The Company has adopted an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has set up an Internal Complaint Committee to redress the complaints, if any, received. During the year under review, no complaint was received from any employee of the Company involving sexual harassment and no case was filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Significant and Material Orders Passed by any Regulators or Court

There is no significant material order passed by any regulator or court which would impact the going concern status or future business operations of the Company.

Acknowledgments

The Company is dependent for its success on the support of its members, its customers, its vendors, bankers and above all its management and staff and the Directors wish to place on record their deep appreciation of this support during the year.

For and on behalf of the Board of Directors

Gurgaon Nishith Arora May 25, 2015 Chairman


Mar 31, 2014

Dear Members,

The Directors are pleased to present the Forty-fourth Annual Report together with the Accounts for the year ended March 31, 2014. The Profit for the year ended is as under:

INR in Lacs

For the year For the year Accounts ended 31.03.2014 ended 31.03.2013

Profit for the year after depreciation and taxation 4,344.44 3,189.02

Surplus brought forward from previous year 6,154.77 5,239.83

Total 10,499.21 8,428.85

Adjustments/Appropriations:

Interim Dividend Paid 2,859.85 1,682.27

Tax on interim dividend 486.03 272.91

Transfer to General Reserve 434.44 318.90

Surplus carried forward 6,718.89 6,154.77

Total 10,499.21 8,428.85

Dividend

The Board declared 1st Interim Dividend of Rs. 5 per share on August 5, 2013 followed by a second Interim Dividend of Rs. 5 per share on November 13, 2013 and a third interim dividend of Rs. 7 per share on February 14, 2014. The aggregate of dividend paid for the year was Rs. 17 per share (previous year Rs 10 per share) and the total cash outflow (including dividend distribution tax thereon) was Rs 33.46 crores for 2013-14 as against Rs. 19.55 crores for the previous year. The total distribution of Profit after tax as dividend for the current year stands at 77.01%. The above is the final dividend declared by the Company.

Progress of the Business

Revenue from Operations for the year ended March 31, 2014 was Rs 188.29 crores as against Rs 164 crores for the previous year. The Profit after Tax was Rs. 43.44 crores and EPS Rs 25.82 as against Rs 31.89 crores and Rs. 18.96 per share respectively for the previous year ended March 31, 2013.

The Company''s efort to expand operations in Tier II cities continued during the year that resulted in achieving lower staf costs. Strong focus remained on cost optimization with low value added work being outsourced. Company''s marketing operations were further strengthened with the induction of senior resource for customer relationship management. Price pressure on sales continued during the year though it was partly compensated by higher volume from the customers.

During the year the Company through its subsidiary MPS North America LLC acquired the assets of Element LLC through a court approved process. This acquisition has now given the Company a foothold in full-service editorial, design and production services to the educational publishing market with expertise in developing turn-key solutions for print and online products and developing content and products for learners of all ages in a broad range of curriculum and subject, with specialization in pre kindergarten and Kindergarten to Standard XII market sectors. The business so acquired will enhance the Company''s presence in the US educational publishing market.

Subsidiary

The Company''s subsidiary MPS North America LLC (MPSNA) was incorporated in the State of Florida on May 29, 2013. The revenue for the period ended March 31, 2014 was USD 1.45 million. The employee cost during the period was USD 1.05 million and other costs were USD 696 thousand, resulting in a pretax loss of USD 305 thousand and after tax adjustment a loss of USD 190 thousand.

MPSNA has broken even from March 2014 with increased revenue and proper manpower planning. Barring unforeseen circumstances, MPSNA will start generating surplus from the current year 2014-15.

Shifting of registered ofce

The members will recall that a special resolution for shifting of the registered ofce was passed in May 2013. Following the passing of the special resolution, application has been fled with Regional Director, Chennai for approval for shifting of the registered ofce to National Capital Territory, Delhi. The matter is yet to be heard by the Regional Director.

Outlook

The Company has embarked on expanding its client base by strengthening the marketing organization to meet the changing marketing dynamics. While economies will be sought by major clients, an emphasis on improving operating efciencies, automating processes for higher productivity and close customer interface for volume growth is likely toofset their impact on the company''s financial performance. The challenge as always will be to increase the top line in foreign currency terms.

As publishers continue to evolve their digital strategy, the Company is in a good position to exploit the upside in digital business and barring unforeseen circumstances, will be able to cater to the entire value chain of the publishing services domain. Your Company is well positioned to provide fexibility to clients to select upstream and downstream services from existing service relationship.

Detailed analysis, discussion, and progress reports are available in the Management Discussion and Analysis.

Overall Company Strategy

The Company''s current strategy remains:

To increase the size, scope, and technological advantage of its business as a global, high value-add, IT-enabled service provider for publishing activities including e-Pub and be a leader in this area. The strategic intent is to play a major part in the harnessing of India''s skills, abilities, and cost-advantages and to contribute to India''s domination of IT-enabled services in the coming years.

Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Out-go

The provisions regarding disclosure of particulars in Form A with respect to Conservation of Energy are not applicable to the Publishing Services industry as the operations are not energy intensive. However constant eforts are being made to make the infrastructure more energy efcient. Particulars regarding Technology Absorption, Research and Development in Form B are annexed to this report.

During the year under review, foreign exchange earned through exports was Rs188.06 crores as against Rs163.89 crores for the previous year ended March 31, 2013. Foreign exchange outgo was Rs.12.69 crores as against the previous year fgure of Rs.13.02 crores. Thus the net foreign exchange earned by the Company was Rs 175.37 crores. The details of earnings and outgo are given in the Notes forming part of the Accounts for the year ended March 31, 2014.

Directors

Mr. Rahul Arora, Chief Marketing Ofcer of the Company was appointed as an Additional Director efective from August 12, 2013. Mr. Rahul Arora is a Whole Time Director of the Company. His period of appointment is for a period of 5 (five) years from August 12, 2013 subject to the approval of the members at a general meeting. He holds ofce till the ensuing Annual General Meeting and being eligible ofers himself for appointment. Notice has been received from a member proposing his candidature for the ofce of director in the Company. The relevant details of the appointment are given in the explanatory statement in the notice of the Annual General Meeting.

The Board appointed Mr. Darius E Udwadia, Mr. Ashish Dalal and Mr. Vijay Sood as Directors of the Company for a period of 5 (five) years pursuant to section 149, 150 read with Schedule IV of the Companies Act, 2013 to hold ofce from the conclusion of the ensuing Forty- fourth Annual General Meeting. Mr. Darius E Udwadia, Mr. Ashish Dalal and Mr. Vijay Sood hold ofce till the conclusion of the ensuing Annual General Meeting. Notice has been received from a member proposing their candidature for the ofce of Director(s) in the Company. Details of the proposal for appointment of Darius E Udwadia, Mr. Ashish Dalal and Mr. Vijay Sood are given in the Explanatory statement under section 102 of the Companies Act, 2013 to the notice of the Annual General Meeting.

Mr. Nishith Arora retires at the forthcoming Annual General Meeting pursuant to Section 149 and Section 152 of the Companies Act, 2013 read with the Article 139 of the Articles of Association of the Company, and being eligible ofers himself for reappointment.

Auditors

The Company''s Auditors, Messrs. Deloitte Haskins & Sells, Chartered Accountants, Bengaluru (firm registration no. 008072S) retire at the forthcoming Annual General Meeting and have not sought to be reappointed.

Your directors on the recommendation of the Audit Committee decided to appoint Messrs. Deloitte Haskins & Sells, Chartered Accountants, New Delhi (firm registration no 015125N) as the Auditors of the Company from the conclusion of the forthcoming Annual General Meeting till the conclusion of the next Annual General Meeting.

The Company has obtained a written certifcate from Messrs. Deloitte Haskins & Sells, Chartered Accountants, New Delhi to the efect that their appointment, if made at the Annual General Meeting, would be in conformity with the limits specified in the Companies Act, 2013.

Particulars of Employees

Information as per sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 forming part of the Directors'' Report for the year ended March 31, 2014 is annexed to this Report.

Clause 49 Requirement

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis Report and a compliance report on Corporate Governance together with a certifcate from the statutory auditors confirming compliance with the conditions of corporate governance stipulated in the said clause, is annexed to this report.

The Board has laid down a "Code of Conduct" for all Board members and senior management of the Company and the "Code of Conduct" has been posted in the website of the Company, www.adi-mps.com.

CEO/CFO certification

Mr. Nishith Arora, Chairman & Managing Director and Mr. Sunit Malhotra, CFO have given a certifcate to the Board as contemplated in Clause 49 of the Listing Agreement.

Transfer to the Investor Education and Protection Fund

In terms of Section 205C of the Companies Act, 1956 an amount of Rs. 100,959 being unclaimed dividend for 2005-06 was transferred during the year under report to the Investor Education and Protection Fund established of the Central Government.

Director''s Responsibility Statement

Pursuant to sub-section (2AA) of Section 217 of the Companies (Amendment) Act 2001, the Directors confirm that:

a. In preparation of the Annual Accounts for the financial year ended March 31, 2014, the applicable accounting standards had been followed and proper explanations have been provided for material departures, wherever applicable.

b. The Directors had 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 afairs of the Company as at March 31, 2014 and the Profit of the Company for the year ended March 31, 2014.

c. The Directors had taken proper and sufcient 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.

d. The Directors had prepared the Annual Accounts on a ''going concern'' basis.

Consolidated financial statement

As required under the Listing Agreement(s) entered into with the Stock Exchange(s), consolidated financial statement of the Company and its subsidiary is attached. The consolidated financial statement have been prepared in accordance with Indian Generally Accepted Accounting Principles as prescribed under section 211 (3C) of the Companies Act, 1956. The consolidated financial statement discloses the assets, liabilities, income, expenses and other details of the company and its subsidiary.

Pursuant to the provision of Section 212(8) of the Companies Act, 1956, the Ministry of Corporate Afairs vide its Circular dated February 8, 2011 has granted general exemption from attaching the balance sheet, statement of Profit & loss and other documents of the subsidiary companies with the balance sheet of the Company required under Section 212(1) of The companies Act,1956 subject to the approval of the Board and fulfllment of certain other conditions. The Board of Directors pursuant to the aforesaid Circular had given their consent and resolved for not attaching the balance sheet & other documents. A statement containing brief financial details of the Company''s subsidiary for the period ended March 31, 2014 is included in the Annual Report. The annual accounts of the subsidiary and the related information will be made available to any member of the company seeking such information and are available for inspection by any member of the Company at its registered ofce of the Company on any working day between 10 am to 5 pm.

Corporate Social Responsibility

The Companies Act, 2013 has brought in more responsibility on the Corporate Sector for nation building through participation in Corporate Social Responsibility programs. However, the Company without this becoming mandatory had been playing its part in the feld of providing education, especially to the girl child.

Your Company has participated with IIMPACT, a nonProfit organization that provides access to quality primary education to young girls between 6 to 14 years of age, from marginalized communities across India, thereby empowering and mobilizing them to become active change agents in their community by helping change society around them.

''MPS Limited Girls Education Project'' has been operational since January 2013 where your Company provides grant-in-aid to IIMPACT for the teaching schools (''learning centers''). This grant covers expenses of the Project such as teachers'' salaries, staf salaries, training, teaching and learning materials, monitoring, travel and management expenses.

The project aims to provide equal opportunities, with regard to education to girls. By establishing a mechanism of learning within the villages, through these learning centers established right inside the villages where the girls live, and by using comprehensive and innovative strategies to deliver learning to these children and equipping them with literacy and other life skills, these girls will be able to complete their education and develop into productively contributing citizens of the country.

Initially, 20 villages of Dehradun, Uttarakhand were identified for the Project. With efect from January 2014, with the support of your Company, IIMPACT added 20 more learning centers. These additional learning centers are located in villages of Dehradun, Uttarakhand, Mewat, Haryana and Bundi, Rajasthan.

Your Company has contributed Rs. 16.60 lakhs towards the Project during 2013-14 (previous year Rs. 8.40 lakhs was contributed).

Acknowledgments

The Company is dependent for its success on the support of its members, its customers, its vendors, bankers and above all its management and staf and the Directors wish to place on record their deep appreciation of this support during the year.

For and on behalf of the Board of Directors

Mumbai Nishith Arora

May 22, 2014 Chairman & Managing Director


Mar 31, 2013

The Directors are pleased to present the Forty Third Annual Report together with the Accounts for the year ended 31st March 2013.

The profit for the year ended is as under:

Rs. in lacs

Accounts 12 months ended 15 months period 31.03.2013 ended 31.03.2012

Profit for the year after depreciation and taxation 3,189.02 1,087.13

Surplus brought forward from previous year 5,239.83 5,043.47

Total 8,428.85 6,130.60

Adjustments / Appropriations:

Interim Dividend Paid 1,682.27 336.45

Proposed Final Dividend - 336.45

Corporate Tax on Dividend 272.91 109.16

Transfer to General Reserve 318.90 108.71

Surplus carried forward 6,154.77 5,239.83

Total 8,428.85 6,130.60

Dividend

The Board had declared 1st Interim Dividend of Rs.5 per share on 9th November 2012 and a 2nd Interim Dividend of Rs.5 per share on 14th February 2013. The total cash outflow on account of interim dividend for the year (including dividend distribution tax thereon] aggregated to Rs.19.55 crores. The Board has not declared a Final dividend.

Progress of the Business

Sales for the year ended 31st March 2013 were Rs.164 crores as against Rs.191 crores for the fifteen months period ended 31st March 2012. The Profit after Tax was Rs.31.89 crores giving an EPS of Rs.18.96 per share as against a profit of Rs.10.87 crores and an EPS of Rs.6.46 per share in the previous period of fifteen months ended 31st March 2012.

The Company''s business was further restructured during the year with strong focus on cost reduction, outsourcing non value added items and reducing redundancy. Facilities in Bengaluru and Chennai were restructured leading to savings both in rentals and other administrative costs. The Company''s effort to expand in Tier II cities was fruitful with the Company offering gainful employment while achieving lower staff costs. Company''s marketing operations in US were also restructured with the Chief Marketing Officer relocating to US with focus on new business and being closer to customers. Price pressure on sales continued during the year though it was partly compensated by higher volume from the customers.

The Company has entered into a Membership Interest Purchase Agreement to acquire subsequent to the year under report a limited liability company in Florida, USA named Element LLC (Element] at a consideration of USD 1.8 million (approximately Rs.10 crores]. Element provides full-service editorial, design and production services to the educational publishing market with expertise in developing turn-key solutions for print and online products. Element is also engaged in developing content and products for learners of all ages in a broad range of curriculum and subject, with specialization in pre kindergarten and Kindergarten to Standard XII market sectors. Element will enhance the Company''s presence in US educational publishing market.

Outlook

Your Company has embarked on expanding its client base. For this purpose the marketing organization is being reorganized to meet the challenges. The price pressure from clients is expected to continue during the year. The challenge is to increase both the top line and the bottom line.

As publishers continue to evolve their digital strategy, the Company is in a good position to exploit the upside in digital business and the Company, barring unforeseen circumstances, will be able to cater to the entire value chain of the publishing services domain.

Detailed analysis, discussion, and progress reports are available in the Management Discussion and Analysis.

Overall Company Strategy

The Company''s current strategy remains:

To increase the size, scope, and technological advantage of its business as a global, high value-add, IT-enabled service provider for publishing activities including e-Pub and be a leader in this area. The strategic intent is to play a major part in the harnessing of India''s skills, abilities, and cost-advantages and to contribute to India''s domination of IT-enabled services in the coming years.

Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Out-going

The provisions regarding disclosure of particulars in Form A with respect to Conservation of Energy are not applicable to the Publishing Services industry as the operations are not energy - intensive. However constant efforts are made to make the infrastructure more energy efficient. Particulars regarding Technology Absorption, Research and Development in Form B are annexed to this report.

During the year under review, foreign exchange earned through exports was Rs.16,389.37 lacs as against Rs.19,087.34 lacs for the previous 15 month period ended 31st March 2012. The outgo of foreign exchange was Rs.1,310.15 lacs as against the previous period outgo of Rs.2,376.58 lacs. Thus the net foreign exchange earned by the Company was Rs.15,079.22 lacs. The details of earnings and outgo are given in the Notes forming part of the Accounts for the year ended 31st March, 2013.

Directors

Mr. Ashish Dalal retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment as a Director. Auditors

The Company''s Auditors, Messrs. Deloitte Haskins & Sells, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

As required under the provisions of section 224(1B) of the Companies Act, 1956, the Company has obtained a written certificate from Messrs. Deloitte Haskins & Sells, Chartered Accountants, to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said section.

Particulars of Employees

Information as per sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees] Rules 1975 forming part of the Directors'' Report for the year ended 31st March 2013 is annexed to this Report.

Clause 49 Requirement

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a compliance report on Corporate Governance together with a certificate from the statutory auditors confirming compliance with the conditions of corporate governance stipulated in the said clause, is annexed to this report.

The Board has laid down a "Code of Conduct" for all Board members and senior management of the Company and the "Code of Conduct" has been posted in the website of the Company, www.adi-mps.com.

Director''s Responsibility Statement

Pursuant to sub-section (2AA) of Section 217 of the Companies (Amendment] Act 2001, the Directors confirm that:

a. In preparation of the Annual Accounts for year ended 31st March 2013, the applicable accounting standards have been fol- lowed and proper explanations have been provided for material departures, wherever applicable.

b. The Directors have selected such accounting policies and applied them consistently, and made judgment 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, 2013 and the profit of the Company for the year ended 31st March, 2013.

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, 1956 for safeguarding the assets of the Company and for preventing and detect- ing fraud and other irregularities.

d. The Directors have prepared the Annual Accounts on a ''going concern'' basis.

Acknowledgments

The Company is dependent for its success on the support of its members, its customers, its vendors, bankers and above all its management and staff and the Directors wish to place on record their deep appreciation of this support during the year.

For and on behalf of the Board of Directors

Mumbai Nishith Arora

27th May 2013 Chairman & Managing Director


Mar 31, 2012

The Directors are pleased to present the Forty Second Annual Report together with the Accounts for the fifteen-month period ended 31st March 2012.

The profit for the fifteen-month period ended is as under:

Rs.in lacs

Accounts 15 months Period Year ended 31.03.2012 ended 31.12.2010

Profit / (Loss) for the year a after depreciation and 1,087.13 (880.71) taxation

Surplus brought forward from previous year 5,043.47 8,666.82

6,130.60 7,786.11

Adjustments / Appropriations:

Adjustment for Subsidiary Companies profits/losses - 2,742.64 on amalgamation

Interim Dividend Paid 336.45 -

Tax on interim dividend 54.58 -

Proposed Final Dividend 336.45 -

Corporate Tax on Dividend 54.58 -

Transfer to General Reserve 108.71 -

Surplus carried forward 5,239.83 5,043.47

6,130.60 7,786.11

Dividend

The Board had declared an Interim Dividend of Rs2 per share on 3rd February 2012. The said dividend was paid out on 18th February 2012. The Board has now proposed a Final dividend of Rs2 per share. The Final Dividend, if declared, will be paid out to all shareholders whose names appear on the register of members on 3rd August 2012. Cash outflow for the Final dividend, if declared, will be Rs336.45 lacs and dividend tax on the same will be Rs54.58 lacs and consequently the total cash outflow on account of dividend for the year would aggregate to Rs782.06 lacs. This will translate into a payout of 71.94% (including the dividend distribution tax) of the net profit of the Company for the current year.

Acquisition of shares by ADI BPO Services Limited

The erstwhile promoter of the Company, namely HM Publishers Holdings Limited, UK, (HMPHL] sold its entire shareholding in the Company to ADI BPO Services Limited (ADI - erstwhile ADI BPO Services Private Limited). In accordance with SEBI (Substantial Acquisition of Shares and Takeover] Regulations, 1997 (SAST regulations), ADI made an open offer to acquire up to 20% of the balance share capital of the Company. ADI in the open offer acquired a further 14.81% of the share capital of the Company. ADI consequently owns 76.27% of the Company's capital as on date. This open offer was in accordance with SAST regulations that were prevailing before 20th October 2011 i.e. before the subsequent amendments came into force.

Progress of the Business

Sales for the fifteen-month period ended were Rs191.00 crores as against Rs127.42 crores for the corresponding previous year. The Profit after Tax was Rs10.87 crores giving an EPS of Rs6.46 per share as against a Loss of Rs8.81 crores and an EPS of Rs(5.24) per share in the previous period of 12 months.

The Company's business was restructured during the period with focus on cost reduction, outsourcing non value added items and reducing redundancy. Facilities were also restructured leading to savings in rentals and other costs.

Business outlook

Your Company continues to pursue its initiatives stated earlier. It is focused on establishing a seamless delivery mechanism to cater to a variety of demands of its key clients. There is a greater emphasis on improving efficiencies, automating processes for higher productivity and closer customer interface for volume growth. The drive for monitoring and controlling costs through better reporting and accountability has started showing results. The go-to-market strategy continues to be technology-driven to leverage on investments made and is being fruitful in driving sales for so- called commodity services like pre-press and digital services.

There is increased activity to establish the new entity in the market and this is manifested through the presence at many conferences and exhibitions catering to various domains which the Company service. As the publishers continue to evolve their digital strategy, the Company is at the right stage to exploit the upside in digital business. Since the Company is able to cater to the entire value chain of the publishing services domain, the Company is well-positioned to provide flexibility to clients to select services both upstream and downstream from the existing service relationship.

Though the Company closed its UK operations, the Company does not expect any adverse affect on business or relationships with the existing client base as relations are well established with the Company's delivery units. In the US the Company continue to push towards even better accountability from our on-shore operations and driving it through the profitability matrix. The Company is focused on expanding in tier II cities. Besides giving the cost advantage, this will also prove to be a lucrative opportunity for providing a viable and profitable alternative for many services currently being provided through the existing service centers. This is being diligently pursued and is certain to provide a healthy push to the profitability of some business lines. The Company is well- positioned to leverage the above mentioned factors both at the business end and the delivery side, and is reasonably confident to look at an even healthier bottom-line.

Overall Company Aims

The Company's current strategy remains:

To increase the size, scope and technological advantage of its business as a global, high value- add, IT-enabled service provider for publishing activities including e-Pub and be a leader in this area. The strategic intent is to play a major part in the harnessing of India's skills, abilities and cost-advantages and to contribute to India's domination of IT-enabled services in the coming years.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out-going

The provisions regarding disclosure of particulars in Form A with respect to Conservation of Energy are not applicable to the Publishing Services industry as the operations are not energy-intensive. However constant efforts are made to make the infrastructure more energy efficient. Particulars regarding Technology Absorption, Research and Development in Form B are annexed to this report.

During the period under review, foreign exchange earned through exports was Rs19,087.34 lacs as against Rs12,742.27 lacs for the year ended 31st December 2010. The outgo of foreign exchange was Rs2,376.58 lacs as against the previous year outgo of Rs1,838.08 lacs. Thus the net foreign exchange earned by the Company was Rs16,710.76 lacs. The details of earnings and outgo are given in the Notes forming part of the Accounts for the period ended 31st March, 2012.

Directors

Following the sale of shares by HMPHL of its entire shareholding, Mr. Lawrence Jennings and Mr. Hanson Farris resigned from the Board of Directors of the Company on 17th January 2012.

The Board places on record its appreciation of valuable advice given by Mr. Lawrence Jennings and Mr. Hanson Farries, during their tenure as Directors of the Company and the committees that they were members of. The Company and the Board benefitted from the wisdom and advice of Mr. Lawrence Jennings and Mr. Hanson Farries during their tenure as Directors of the Company.

Mr. Nishith Arora, Director of ADI was appointed as an Additional Director of the Company on 7th December 2011 under Section 260 of the Companies Act 1956 read with Article 125 of the Articles of Association of the Company. Mr. Nishith Arora retires at the ensuing Annual General Meeting and being eligible offers himself for appointment as a Director. Notice has been received from a member signifying his intention to propose Mr. Nishith Arora as a Director of the Company.

The Board also appointed Mr. Vijay Sood as an Additional Director effective from 17th January 2012 under Section 260 of the Companies Act 1956 read with Article 125 of the Articles of Association of the Company. Mr. Vijay Sood retires at the ensuing Annual General Meeting and being eligible offers himself for appointment as a Director. Notice has been received from a member signifying his intention to propose Mr. Vijay Sood as a Director of the Company.

Auditors

The Company's Auditors, Messrs. Deloitte Haskins & Sells, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

As required under the provisions of Section 224(1B) of the Companies Act, 1956, the Company has obtained a written certificate from Messrs. Deloitte Haskins & Sells, Chartered Accountants, to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said section.

Observations in the Auditor's Report

With regard to the Auditors observation in para 3 of their Report on Note no. 5b in Schedule 19, the Company has filed appeals with the concerned authorities against the service tax demands and disallowance of service tax refund. The matter is sub judice. For further details, please refer to note no. 5b of Schedule 19 to the accounts.

Particulars of Employees

Information as per sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees] Rules 1975 forming part of the Directors' Report for the fifteen-month period ended 31st March 2012 is annexed to this Report.

Clause 49 Requirement

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a compliance report on Corporate Governance together with a certificate from the statutory auditors confirming compliance with the conditions of corporate governance stipulated in the said clause, is annexed to this report.

The Board has laid down a "Code of Conduct" for all Board members and senior management of the Company and the "Code of Conduct" has been posted in the website of the Company, www.adi-mps.com.

CEO/CFO Certification

Mr. Nishith Arora, Managing Director and Mr. Ratul Shome, Vice President - Finance of the Company have given a certificate to the Board as contemplated in Clause 49 of the Listing Agreement.

Director's Responsibility Statement

Pursuant to sub-section (2AA) of Section 217 of the Companies (Amendment) Act 2001, the Directors confirm that:

(i) In preparation of the annual accounts for fifteen-month period ended 31st March 2012, the applicable accounting standards have been followed and proper explanations have been provided for material departures, wherever applicable.

(ii) The Directors have selected such accounting policies and applied them consistently, and made judgment 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, 2012 and the profit of the Company for the fifteen-month period ended 31st March, 2012.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Company's Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

Acknowledgments

The Directors wish to place on record their appreciation of the support and guidance received from ADI BPO Services Limited. The Company is dependent for its success on the support of its members, its authors, its customers and above all its management and staff and the Directors wish to place on record their deep appreciation of this support during the year.

For and on behalf of the Board of Directors

Mumbai Nishith Arora

28th May 2012 Chairman & Managing Director


Dec 31, 2010

Report of the BOARD OF DIRECTORS

The Directors present the Forty First Annual Report together with the Accounts for the year ended 31st December 2010

The Profit & Loss Account for the year is as under:

Rs in lakhs

Year ended Year ended Particulars 31.12.2010 31.12.2009

Profit / (Loss) for the year after (880.71) 712.65 depreciation and taxation

Surplus brought forward from 8,666.82 8,650.99 previous year

7,786.11 9,363.64

Adjustments /Appropriations:

Proposed Dividend - 168.23

Corporate Tax on Dividend - 28.59

Transfer to General Reserve - 500.00

Surplus carried forward 7,786.11 8,666.82

7,786.11 9,363.64

Dividend

In view of the loss for the year, the Board has not declared any dividend for the year.

Merger of the Subsidiary Companies

A Scheme of Amalgamation (Scheme) of the wholly owned subsidiaries of the Company, namely, MPS Technologies Ltd. and MPS Content Services Inc. and its wholly owned subsidiary MPS Content Services (India) Pvt. Ltd. with the parent company, MPS Limited, with effect from 31st December 2010 (the Appointed Date under the Scheme) was approved by their respective Board of Directors in January 2011. As required under the Listing Agreements between the Company and the Madras Stock Exchange, the Bombay Stock Exchange and the National Stock Exchange, the requisite approvals of the Stock Exchanges to the scheme was obtained. Legal proceedings were thereafter initiated in the High Court at Madras, pursuant to the applicable provisions of the Companies Act, 1956 towards seeking its sanction to the Scheme. The Madras High Court granted dispensation from holding Shareholders' meetings in view of the fact that the amalgamation contemplated by the Scheme was of two wholly owned subsidiaries and one indirect wholly owned subsidiary and directed the Companies, namely MPS Content Services India Private Limited and MPS Technologies Limited (petitioner Companies) to file the Company petitions. The Company petitions were filed and admitted by the Madras High Court and directions were issued to the Official Liquidator to appoint an Auditor to scrutinize the books of accounts of the petitioner Companies and to submit his report. The matter was heard by the Madras High Court on 15th June 2011 and after hearing the Counsel for the Company and the standing Counsel of the Central Government, the Madras High Court was pleased to sanction the Scheme of Amalgamation as submitted to the Madras High Court for merger of the Companies with MPS Limited. Consequent to the same, the Subsidiary Companies financials have been drawn upto 30lh December 2010 being one day earlier to the appointed date. Your Company's financials have been drawn on a standalone basis consequent to the above sanction and only the profits / losses of the subsidiary companies have been dealt with in the reserves as per the Scheme sanctioned by the High court.

Extension of time for holding Annual General Meeting

In view of the merger application of MPS Content Services India Private Limited, MPS Technologies Limited and MPS Content Services Inc. before the Honorable Madras High Court, which has now been sanctioned with the appointed date of 31st December 2010, the Company had to place before you the Financials with the profits / losses of the subsidiary companies dealt with in the reserves as per the Scheme sanctioned by the High Court. Since the Honorable Madras High Court sanctioned the Company petitions on merger only on 15th June 2011, the Company sought extension of time for holding the Annual General Meeting from the Registrar of Companies, Tamil Nadu, which was granted upto 30th September 2011.

Progress of the Business

The sales for the year were Rs 127.42 crores as against a figure of Rs 139.95 crores for the corresponding previous year in respect of the Publishing Services business. The Loss After Tax was Rs. 8.81 crores giving an EPS of Rs (5.24) per Rs. 10 share.

The lower profitability as compared to the previous year is mainly due to the following reasons:

- Continuing commoditization of the core journals and books services markets coupled with strong competition amidst pricing pressure

- Strengthening of the Indian Rupee versus the US dollar;

- Higher debtors provisioning due to bankruptcy filing by a client in USA

Business Outlook

With the merger of all the subsidiary companies, the Company is now uniquely positioned and is being considered as a complete solutions provider and this has opened up more opportunities to cross-sell services across all publishing verticals and solution types.

The current year has seen an expansion of our client base into new segments. The Company is continuing its partnership with large IT Companies to bid for new clients jointly; we expect such initiatives to grow in the next year. With the availability of better reading devices, the demand for digital and online content has seen a healthy growth. This has forced publishers to change their digital strategies and focus on enhanced learning and new media offerings that are expected to grow significantly next year.

Your Company evolved during the year in response to market changes and adopted a new sales process. This process puts greater responsibility and accountability on the production teams for maintaining existing clients. This is expected to increase our sales focus in bringing in new business.

In addition to the above, the Company had embarked to reduce its costs and close down one of the subsidiary company's offices in USA and also closed down one office space each in Gurgaon and Bengaluru. In addition to the above, the Company is taking further steps to rationalize cost and increase the bottom line.

Detailed analysis, discussion and progress reports are available in the Management Discussion and Analysis Report of the Annual Report.

Awards and Recognition

The Company won the Special Export Award for 2009-10 from CAPEXIL in its category of products.

Overall Company Aims

The Company's current strategy remains:

To increase the size, scope and technological advantage of its business as a global, high value-add, IT-enabled service provider for publishing activities and be a leader in this area. The strategic intent is to play a major part in the harnessing of India's skills, abilities and cost-advantages and to contribute to India's domination of IT-Enabled Services in the coming years.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out-going

The provisions regarding disclosure of particulars in Form A with respect to Conservation of Energy are not applicable to the Publishing Services industry as the operations are not energy-intensive. However constant efforts are made to make the infrastructure more energy efficient. Particulars regarding Technology Absorption, Research and Development in Form B are annexed to this report.

During the year under review, foreign exchange earned through exports was Rs. 12,742 lakhs as against Rs 13,995 lakhs for the year ended 31st December, 2009. The outgo of foreign exchange was Rs. 2.131 lakhs as against the previous year outgo of Rs. 1,695 lakhs. Thus the net foreign exchange earned by the Company was Rs. 10,611 lakhs. The details of earnings and outgo are given in the Notes forming part of the Accounts for the period ended 31st December, 2010.

Directors

Mr. R R Chari, Director and Audit Committee Chairman resigned during the year due to advanced age. He was a Director of the Company for over a decade. The Company and the Board benefitted from the wisdom and advice during his tenure as a Director. The Board places on record its appreciation of the tremendous work done by Mr. R R Chari, both as a Director and erstwhile Chairman of Audit Committee. The Board also wishes Mr. R R Chari a very happy retired life.

Mr. Ardeshir Contractor also resigned from the Board of Directors due to personal reasons. The Board places on record the valuable advice and guidance received during his tenure as a Director of the Company.

Following Mr. R R Chari's resignation, the Board appointed Mr. Ashish Dalai as an Additional Director effective from 28th October, 2010 under Section 260 of the Companies Act 1956 read with Article 125 of the Articles of Association of the Company. Mr. Ashish Dalai retires at the ensuing Annual General Meeting and being eligible offers himself for appointment as a Director. Notice has been received from a member signifying his intention to propose Mr. Ashish Dalai as a Director of the Company.

Under Articles 139 to 142 of the Articles of Association of the Company, Mr. Hanson Farries retires by rotation and being eligible, offer himself for reappointment.

Auditors

The Company's Auditors, Messrs. Deloitte Haskins & Sells, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

As required under the provisions of section 224(1 B) of the Companies Act, 1956, the Company has obtained a written certificate from Messrs. Deloitte Haskins & Sells, Chartered Accountants, to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said section.

Observations in the Auditors' Report

With reference to para 4(e) of the Auditors' Report, it is clarified that the Company has submitted necessary application with the Ministry of Corporate Affairs, New Delhi, with respect to the payment of Bonus for the year 2010 as approved by the Remuneration Committee and the Board of Directors, which is within the overall remuneration approved by the Shareholders at the 39th Annual General Meeting held on 23rd June, 2009. The approval of the Central Government is awaited.

With regard to the Auditor's observation in para 4(f) of their Report on Note no. 5(a) in Schedule 19, the Company has filed appeals with the concerned authorities against the service tax demands and disallowance of service tax refund. Detailed Note no. 5(b) & (c) of Schedule 19 to the accounts is self explanatory.

Particulars of Employees

Information as per sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 forming part of the Directors' Report for the year ended 31st December, 2010 is annexed to this Report.

Employee Stock Option Scheme (ESOP)

Since the ESOP scheme as approved by the members of the Annual General meeting held on 30th June, 2005 was not implemented, it was withdrawn.

Clause 49 Requirement

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a compliance report on Corporate Governance together with a certificate from the Statutory Auditors confirming compliance with the conditions of corporate governance stipulated in the said Clause, is annexed to this report.

The Board has laid down a "Code of Conduct" for all Board members and senior management of the Company and the "Code of Conduct" has been posted in the website of the Company www.macmillanpublishingsolutions.com.

CEO / CFO Certification

Mr. Rajiv K Seth, Managing Director and Mr. Gautam Mukherjee, Chief Financial Officer of the Company have given a certificate to the Board as contemplated in Clause 49 of the Listing Agreement.

Director's Responsibility Statement

Pursuant to Sub-section (2AA) of Section 217 of the Companies (Amendment) Act 2001, the Directors confirm, to the best of their knowledge, that:

i) In preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations have been provided for material departures, wherever applicable. The profit / loss of the subsidiaries have been dealt with in the accounts in pursuance of the Scheme of Amalgamation as sanctioned by the Honorable Madras High Court by its order dated 15th June, 2011.

ii) The Directors have selected such accounting policies and applied them consistently, and made judgements 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 31s' December, 2010andthe profit of the Company for the financial year ended 31st December, 2010.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Company's Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts on a 'going concern' basis.

Acknowledgments

The Directors with to place on record their deep appreciation of the support and guidance recieved from Macmillan-UK and veriagsgruppe Georg Von Holizbrinck Germany. The Comapny is dependent for its success on the support of its members, its customers and above all its management and the Directors with to place on record their deep appreciation of this support during the year.

For and on behalf of the Board of Directors

LAWRENCE JENNINGS CHAIRMAN

Place: Mumbai Date: 13th July, 2011


Dec 31, 2009

The profit for the year is as under.

Rs. in lacs

Year* Year Accounts ended ended 31.12.2009 31.12.2008

Profit for the year 712.65 1,816.09 after depreciation and taxation

To which is added:

Surplus brought forward 8,650.99 12,977.57 from previous year

From which is deducted: - (5,642.67)

Adjustments arising on account of Scheme of Arrangement

9,363.64 9,150.99

Appropriations:

Proposed Dividend 168.23 -

Corporate Tax on 28.59 - Dividend Transfer to General 500.00 500.00 Reserve

Surplus carried forward 8,666.82 8,650.99

9,363.64 9,150.99

* Figures are not comparable to previous year due to demerger of the domestic publishing business in 2008.

Dividend

The Directors have recommended a final dividend of 10% (i.e. Re. 1 per equity share) for the financial year ended 31st December, 2009, which, if approved at the forthcoming Annual General Meeting, would be paid to all those Members whose names appear in the Register of Members as on 1st July 2010.

Transfer to reserves

In accordance with the provisions of the Companies Act, 1956 read with Companies (Transfer to Reserves) Rules, 1975, the directors propose to transfer a sum of Rs. 500 lacs to general reserve out of the profits earned by the Company. A sum of Rs. 8,666.82 lacs is proposed to be retained in the profit & loss account.

Progress of the business

The sales for the year in respect of the Publishing Services business was Rs. 140 crores as against of Rs. 122 crores (after eliminating Rs. 40 crores sales of Publishing entity demerged from Company on 1 2th May, 2008) for the corresponding previous year. The net profit after tax was Rs.7.13 crores giving an EPS of Rs. 4.24 per Rs. 10 share."

The lower profitability as compared to the previous year is mainly due to the following reasons:

- Recessionary conditions in the major markets and strong competition, leading to higher discounts, pricing pressures and continuing commoditization of the core journals and books services markets.

- Strategic investments made in new technologies and processes which have increased short term cost but will produce benefits in future years.

- Demerger of the domestic publishing business with effect from 1 2th May 2008 as a consequence of the implementation of the Scheme of Arrangement.

Business Outlook

The company renamed itself as MPS Limited and brought all its services and its subsidiary MPS Technologies services under the same brand - MPS. This has improved the companys image as a complete solutions provider and opened up more opportunities to cross-sell our services.

The year has seen an expansion of our client base into new segments like university presses and magazines. The magazine production team has received magazine work from existing clients and has partnered with a large IT company to bid for new clients jointly; we expect this business to keep growing in the next year. With the availability of better reading devices, the demand for digital and online content has seen tremendous growth. This has forced publishers to change their digital strategies and the eBook, enhanced learning and new media segments are expected to show significant growth next year.

The company evolved during the year in response to market changes and adopted a new sales process. This process puts greater responsibility and accountability on the production teams for maintaining existing clients. This will enhance our sales focus in bringing in new business.

Detailed analysis, discussion and progress are given in the segmental reporting section in the Management Discussion and Analysis Report of the Annual Report.

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The registration of MPS Mobile Inc which was incorporated as a subsidiary of MPS Content Services Inc, USA in 2009 as a legal entity was de-activated with the Office of the Secretary of State, Oregon due to onset of recessionary conditions and downturn in the global economic environment.

MPS Mobile Inc, a subsidiary of MPS Content Service Inc (formerly ICC Macmillan Inc, USA) which was formed during the year was dissolved on 28th December 2009 since the company did not commence business.

Approval under Section 212 (8) of the Companies Act, 1956 was received from the Ministry of Company Affairs exempting publication of the accounts of the subsidiary companies and therefore the accounts of MPS Technologies Limited, MPS Content Services India Private Limited (Formerly ICC India Private Limited) MPS Content Services Inc, USA (Formerly ICC Macmillan Inc, USA) and MPS Mobile Inc are not attached. Financial information of the subsidiary companies, as required by the said approval, is disclosed in the Annual Report. Pursuant to Clause 41 of the Listing Agreement and as prescribed by Accounting Standard-21 issued by the Institute of Chartered Accountants of India, the audited consolidated financial statement incorporating accounts of the subsidiary companies are attached. The Company will, however make available the annual accounts of the subsidiary companies and the related detailed information to the holding and subsidiary company investors seeking such information at any point of time. The annual accounts of the subsidiary companies will also be available for inspection by any investor in its registered office and at the offices of the concerned subsidiary companies.

Detailed analysis, discussion and progress of the subsidiaries are given in the segmental reporting section in the Management Discussion and Analysis section of the Annual Report.

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The Company won the Special Export Award for 2008-09 from CAPEXIL in its category of products.

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The Companys current strategy remains:

To increase the size, scope and technological advantage of its business as a global, high value-add, IT-enabled service provider for publishing activities and be a leader in this area. The strategic intent is to play a major part in the harnessing of Indias skills, abilities and cost-advantages and to contribute to Indias domination of IT-enabled services in the coming years.

(Charector not visible)

The provisions regarding disclosure of particulars in Form A with respect to Conservation of Energy are not applicable to the Publishing Services industry as the operations are not energy- intensive. However constant efforts are made to make the infrastructure more energy efficient. Particulars regarding Technology Absorption, Research and Development in Form B are annexed to this report.

During the year under review, foreign exchange earned through exports was Rs. 14,057 lacs as against Rs. 12,239 lacs for the year ended 31st December 2008. The outgo of foreign exchange was Rs. 1,584 lacs as against the previous year outgo of Rs. 1,696 lacs. Thus the net foreign exchange earned by the Company was Rs. 12,473 lacs. The details of earnings and outgo are given in the Notes forming part of the Accounts for the period ended 31st December, 2009.

Under Articles 139 to 142 of the Articles of Association of the Company, Mr. D E Udwadia and Mr. R R Chari retire by rotation and being eligible, offer themselves for reappointment.

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The Companys Auditors, Messrs. Deloitte Haskins & Sells, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

As required under the provisions of section 224(1 B) of the Companies Act, 1956, the Company has obtained a written certificate from Messrs. Deloitte Haskins & Sells, Chartered Accountants, to the effect that their re- appointment, if made, would be in conformity with the limits specified in the said section.

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With reference to point no. (vi) of the Auditors Report, it is submitted that the Company has submitted an application with the Ministry of Corporate Affairs, New Delhi, in e-Form 25A on 6th July 2009 with respect to the appointment of Mr. Rajiv K Seth as the Managing Director of the Company for a period of three years with effect from 1st February, 2009 till 31st January, 201 2 on the terms and conditions as approved by the Remuneration Committee, the Board of Directors and the Shareholders at the 39th Annual General Meeting held on 23rd June, 2009; the approval of the Central Government is awaited.

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Information as per sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 forming part of the Directors Report for the year ended 31st December 2009 is annexed to this Report.

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The Members at the Annual General Meeting on 30th June 2005 had approved formulation of the "Employee Stock Option Scheme" for the eligible employees including Directors of your Company and its subsidiaries. No stock option was granted until the year ended 31st December 2009.

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a compliance report on Corporate Governance together with a certificate from the statutory auditors confirming compliance with the conditions of corporate governance stipulated in the said clause, is annexed to this report.

A declaration of Code of Conduct from its Managing Director, Mr Rajiv K Seth forms part of the Corporate Governance Report.

The Board has laid down a "Code of Conduct" for all Board members and senior management of the Company and the "Code of Conduct" has been posted in the website of the Company, www.macmillanpublishingsolutions.com.

Mr. Rajiv K Seth, Managing Director and Mr. Gautam Mukherjee, Chief Financial Officer of the Company have given a certificate to the Board as contemplated in Clause 49 of the Listing Agreement.

Pursuant to sub-section (2AA) of Section 217 of the Companies (Amendment) Act 2001, the Directors confirm that:

i. In preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations have been provided for material depar- tures, wherever applicable.

ii. The Directors have selected such accounting policies and applied them consistently, and made judgements and es- timates 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 December, 2009 and the profit of the Com- pany for the financial year ended 31st December, 2009.

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

iv. The Directors have prepared the annual accounts on a going concern basis.

Acknowledgements

The Directors wish to place on record their deep appreciation of the support and gvidance received from Macmillion, UK and Vertogsgruppe Geord Von Holzbrinck, Germany. The Company is dependent for its success on the support of its members, its outhars, itss costomers and above all its management and staff and the Directors wish to place on record their deep appreciation of this support during the year.

For and on behalf of the Board of Directors

LAWRENCE JENNINGS

CHAIRMAN

Bengaluru

3rd March 2010

 
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