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Directors Report of MPS Ltd.

Mar 31, 2022

On behalf of the Board of Directors (''the Board'') of the Company, it gives me immense pleasure to present the 52nd Directors'' Report, along with Balance Sheet, Profit and Loss Account and Cash Flow Statements, for the financial year ended March 31, 2022.

FINANCIAL HIGHLIGHTS

Key highlights of the financial performance of your Company for the financial year 2021-22 is summarized below:

(H in lakhs)

Particulars

Standalone

Consolidated

For the year ended 31.03.2022

For the year ended 31.03.2021

For the year ended 31.03.2022

For the year ended 31.03.2021

Gross Income

29,520.36

28,791.24

46,297.05

43,242.01

Profit Before Interest, Depreciation and Tax (Excluding Exceptional Income)

11,290.85

10,172.20

14,009.64

11,664.75

Finance Charges

116.21

136.05

153.22

203.77

Provision for Depreciation

1,335.52

1,245.99

2,060.63

2,121.59

Profit Before Tax (Excluding Exceptional Item)

9,839.12

8,790.16

11,795.79

9,339.39

Provision for Tax

2,693.12

2,736.79

3,083.74

3,483.43

Net Profit After Tax

7,146.00

6,053.37

8,712.05

5,855.96

Other Comprehensive Income

140.01

(155.46)

421.76

(220.59)

Total comprehensive income for the year, net of tax

7,286.63

5,897.91

9,133.81

5,635.37

Retained Earnings brought forward from previous year

20,931.76

14,876.42

22,434.79

16,526.88

Retained Earnings available for appropriation

28,078.37

20,931.75

31,172.19

22,434.79

Surplus Carried to Balance Sheet

28,078.37

20,931.75

31,172.19

22,434.79

OPERATIONAL HIGHLIGHTS

Standalone

Revenue from operations for the year ended March 31, 2022 stood at INR 284.02 crores as against INR 279.02 crores for the previous year. Profit after tax and before other comprehensive income for the year ended March 31, 2022 was INR 71.46 crores and EPS INR 39.87 per share as against INR 60.53 crores and INR 33.00 per share respectively for the previous year.

Standalone Ind AS Financial Statements ("financial statements”) have been prepared in accordance with Indian Accounting Standards (Ind AS) as prescribed under Section 133 of the Companies Act, 2013 ("the Act”) read with

Companies (Indian accounting standard) rules as amended from time to time andother relevant provisions of the Act.

Consolidated

Revenue from operations for the year ended March 31,2022 stood at INR 448.88 crores as against INR 422.55 crores for the previous year. Profit after tax and before other comprehensive income for the year ended March 31, 2022 was INR 87.12 crores and EPS INR 48.61 per share as against INR 58.56 crores and INR 31.92 per share respectively for the previous year.

Consolidated Ind AS Financial Statements ("financial statements”) have been prepared in accordance with Indian Accounting Standards (Ind AS) as prescribed under

section 133 of the Companies Act, 2013 ("the Act”) read with Companies (Indian accounting standard) rules as amended from time to time and all other relevant provisions of the Act are separately disclosed in the Annual Report.

As per the requirements of Section 129 of the Act read with Rule 5 of the Companies (Account) Rules, 2014, a statement containing salient features of the financial statements of subsidiaries in Form AOC - 1, is attached to the Consolidated Financial Statement.

DIVIDEND

The Directors are pleased to recommend final dividend of INR 30 per equity share of face value of INR 10 each. The Final dividend if approved by the shareholders would be paid to those shareholders whose name appears on the register of members as on the record date mentioned in the notice convening the 52nd Annual General Meeting of the Company.

SHARE CAPITAL AND BUY BACK

During the financial year 2021-22, your Company has bought back 9,44,444 (Nine Lacs Forty Four Thousand Four Hundred Forty Four only) fully paid equity shares of face value of INR 10 each, representing up to 5.23% of the total paid-up Equity Share capital of the Company at a price of INR 900 (Indian Rupees Nine Hundred only) per Equity Share (the "Buyback Price”) payable in cash for an aggregate consideration of INR 84,99,99,600 (Indian Rupees Eighty Four Crores Ninety Nine Lacs Ninety Nine Thousand Six Hundred only) ("Buyback Size”), which represents 21.50% and 20.35% of the fully paid-up Equity Share capital and free reserves of the Company as at September 30, 2021 (being the latest standalone and consolidated un-audited & limited reviewed condensed interim financial statements as on September 30, 2021, available after the audited financial statements for the period ended March 31, 2021) on a proportionate basis through the "tender offer” route as prescribed under the SEBI Buyback Regulations, from all of the shareholders of the Company who hold Equity Shares as of the Record Date i.e. Friday, December 17, 2021.

The Buyback was completed on February 11, 2022. Pursuant to the completion of buyback, paid up share capital of the Company stands reduced from INR 18,05,02,600 (Eighteen Crore Five Lakhs Two Thousand Six Hundred only) to INR 17,10,58,160 (Seventeen Crore Ten Lakhs Fifty Eight Thousand One Hundred Sixty only).

STATUTORY AUDITORS AND AUDIT REPORT

At the 51st Annual General Meeting ("AGM”), M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm

Registration Number-001076N/N500013) was appointed as the Statutory Auditors of the Company for a term of 5 years to hold office till the conclusion of the 56th AGM of the Company to be held in the calendar year 2026.

The Audit Report on the Financial Statements of the Company for the financial year ended March 31, 2022 read with relevant Notes thereon is self-explanatory and does not call for any further explanations. The Auditor''s Report does not contain any qualification, reservation or adverse remark.

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

SUBSIDIARIES

MPS North America, LLC (MPS North America), wholly owned subsidiary of the Company, is focused on content creation and development, project management, and media asset development for K12, Higher Education, Academic and STM publishers.

The revenue of MPS North America LLC for the year ended March 31, 2022 was INR 92.37 Crores compared to INR 84.16 crores during the previous year. The Profit before tax for the year was INR 5.64 crores and Profit after tax and before other comprehensive income was INR 3.91 crores as compared to the previous year''s Profit before tax of INR 7.25 crores and Profit after tax and before other comprehensive income of INR 5.35 crores respectively.

MPS Interactive Systems Limited, wholly owned subsidiary of your Company is focused on high end custom digital learning delivery including web-based learning, simulations, serious games, custom apps, and micro learning.

The revenue of MPS Interactive Systems Limited for the year ended March 31,2022 was INR 53.87 crores compared to INR 47.38 crores during the previous year. The profit before tax for the year was INR 10.29 crores and profit after tax and before other comprehensive income was INR 7.68 crores as compared to the previous year''s loss before tax of INR 0.79 crores and loss after tax and before other comprehensive income of INR 6.54 crores respectively.

TOPSIM GmbH: The Company is focused on multiplayer workshop-based simulations platform for management education.

The revenue of TOPSIM GmbH for the financial year ended March 31, 2022 was INR 14.91 crores compared to INR 15.59 crores during the previous year. The profit before tax for the year was INR 2.50 crores and profit after tax and before other comprehensive income was INR 2.74 crores as

compared to the previous year''s profit before tax of INR 0.23 crores and profit after tax and before other comprehensive income of INR 0.62 crores respectively.

MPS Europa AG: The Company is focused on Assessment Engine, Learning Management Platform for management education.

The revenue of MPS Europa AG for the year ended March 31, 2022 was INR 15.19 crores compared to INR 11.07 crores during the previous year. The profit before tax for the year was INR 2.93 crores and profit after tax and before other comprehensive income was INR 2.5 crores as compared to the previous year''s loss before tax of INR 3.17 crores and loss after tax and before other comprehensive income of INR 3.03 crores respectively.

The Company also has two downstream subsidiaries named as Highwire Press Limited and Semantico Limited. Highwire Press Limited is a wholly owned subsidiary of MPS North America LLC. Semantico Limited is a wholly owned subsidiary of Highwire Press Limited.

Highwire North America LLC, wholly owned subsidiary company was voluntary dissolved w.e.f December 21, 2021, as the subsidiary of the Company did not have any operations during the financial year 2021-22.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents, and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

BOARD MEETINGS

The Board met Five (5) times during the financial year 202122, to transact the business of the Company. Details of the Board Meetings, including the attendance of Directors at these meetings are covered in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two consecutive Board meetings did not exceed 120 days.

AUDIT COMMITTEE

Audit Committee of your Company is constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Composition, role, terms of reference, and details of meetings of the Audit Committee are provided in the Corporate Governance Report forming part of the Annual Report.

BOARD EVALUATION

The Board of Directors have carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The Performance of the Individual Directors was reviewed based on inputs from the Board Members, covering the inputs on the contribution of the individual Director to the Board and Committee meetings.

The performance of the Committees was evaluated based on inputs from the Committee Members, covering the inputs on the composition of Committees, effectiveness of Committee meetings, degree of fulfillment of key responsibilities, Committee dynamics, quality of relationship of the Committee with the Board and the management.

The performance of the Board was evaluated based on inputs from the Board Members, on composition of the Board, effectiveness of Board processes, information and functioning, areas and quality of review, establishment and delineation of responsibilities to Committees.

The performance of the Chairman was evaluated based on inputs from the Board Members, on his leadership, stakeholder management, vision and strategy.

In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

The Board in its meeting reviewed the performance of the Independent Directors and the performance of the Committees.

DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

Director Retiring by Rotation

In accordance with the provisions of the Act and the Articles of Association of the Company, Ms. Yamini Tandon, retires by rotation at the ensuing AGM and being eligible, offers herself for re-appointment. Accordingly, a resolution is included in the Notice of the forthcoming 52nd Annual General Meeting of the Company for seeking approval of members for her reappointment as a Director of the Company.

Changes in the Board

Mr. Nishith Arora (DIN: 00227593), Chairman & Non -Executive Director of the Company, retired with effect from

June 30, 2021 and did not offer himself for re-appointment. Mr. Rahul Arora, Managing Director of the Company was appointed as the Executive Chairman of the Company with effect from June 30, 2021.

Ms. Jayantika Dave, Ms. Achal Khanna and Mr. Ajay Mankotia were re-appointed as Independent Directors of the Company, by approval of the shareholders through postal ballot on December 02, 2021. Ms. Jayantika Dave and Ms. Achal Khanna will hold office for a period of three (3) years with effect from October 30, 2021 till October 29, 2024 and Mr. Ajay Mankotia will hold office for a period of three(3) years w.e.f January 29, 2022 till January 28, 2025.

Key Managerial Personnel

During the year Mr. Sunit Malhotra, Company Secretary of the Company relinquished as the Chief Financial Officer from closing of the business hour on October 31, 2021 and continued as the Company Secretary thereafter.

Mr. Ratish Mohan Sharma was appointed as the Chief Financial Officer of the Company from the start of the business hours on November 01, 2021.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2022 are: Mr. Rahul Arora, Chairman and Managing Director, Mr. Sunit Malhotra, Company Secretary and Mr. Ratish Mohan Sharma, Chief Financial Officer.

Mr. Ratish Mohan Sharma will relinquish his position as Chief Financial Officer at the close of business hours on May 18, 2022 and Mr. Sunit Malhotra, Company Secretary of the Company will continue as the Chief Financial Officer w.e.f May 19, 2022.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s R Sridharan and Associates, Practicing Company Secretaries, carried out the Secretarial Audit of the Company for the financial year 2021-22.

Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015, the Secretarial audit report of material unlisted subsidiary is also to be annexed with the Annual Report of the Company.

The Secretarial Audit Report of the Company and its material unlisted subsidiary, MPS Interactive Systems Limited for the financial year 2021-22 is annexed to this Report as Annexure A.

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

Secretarial Auditors have not reported any matter under Section 143 (12) of the Act, and therefore no details are required to be disclosed under Section 134 (3)(ca) of the Act.

DEPOSITS

Your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

Details of Loans, Guarantees, advances, Securities and Investments covered under the provisions of Section 186 of the Act are given in the Notes to the Standalone Financial Statements. All the investments made by the Company were in accordance with the provisions of Section 186 of the Act and the rules made thereunder.

TRANSFER TO GENERAL RESERVE

The Directors do not propose to transfer any amount to reserves.

NOMINATION AND REMUNERATION POLICY

To comply with the provisions of Section 178 of the Act and Rules made thereunder and Regulation 19 of SEBI (LODR) Regulations, the Company''s updated Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Senior Management Personnel is available on website of the Company at www.mpslimited.com. The Policy includes, inter alia, the criteria for appointment and remuneration of Directors, KMPs and Senior Management Personnel of the Company.

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, Key Managerial Personnel and Employees are set out in Annexure B to this Report.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm the following:

a. In the preparation of the Annual Accounts for the financial year ended March 31, 2022, 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 these 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.

RISK MANAGEMENT COMMITTEE

Pursuant to the provisions of Regulation 21(5) of SEBI (LODR) Regulations, the company has constituted a Risk Management Committee. The Risk Management Committee monitors and reviews the risk management plan and such other functions as assigned from time to time. The Company has a robust Risk Management Policy which identifies and evaluates business risks and opportunities, strategies for timely evaluation, reporting and monitoring of the key business risks and its mitigation. The Company recognize that these risks need to be managed and mitigated to protect the interest of the stakeholders and to achieve business objectives. The Company''s risk management approach comprises of the components i.e. Risk Governance, Risk Identification, Risk Description & Mitigation and its Monitoring. The company has appointed Mr. Vijendra Narendra Kumar as Chief Risk Officer. Chief Risk Officer plays a pivotal role in the oversight and execution of a Company''s risk management functions. The Risk Management Committee met twice during the year ended March 31, 2022.


INTERNAL CONTROLS

The Company has well-equipped and effective internal control systems in place that match the scale of its sector and the complexity of the market it works in. Internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies.

The Audit Committee is undertaking a periodic assessment to ensure compliance with best practices. The Company has laid down Internal Financial Controls as detailed in the Companies Act, 2013.

For the Financial year 2021-2022, Company availed services of M/s. BDO India LLP, the Internal Auditors of the Company to verify and report on the operational and financial controls of the Company and M/s. Walker Chandiok & Co., the Statutory Auditors of the Company to report on the financial statements (Standalone & Consolidated financials) of the Company.

Internal Audit team of M/s. BDO India LLP, conducts quarterly internal audits across the Company, which includes review of operating effectiveness of internal controls. The audit committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditors. Suggestions for improvement are considered and the audit committee follows up on corrective action.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year 2021-22, were on arm''s length basis and in the ordinary course of business. The Audit Committee reviews all the related party transactions and approves wherever such approval is required as per the provisions of Section 188 of the Act, rules made thereunder, Regulation 23 of the Listing Regulations, and applicable Accounting Standards. The Company has not, during the year, entered into any related party transaction that had a 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 financials statements of the Company.

Your Company has updated the Policy on Related Party Transaction disseminated on the Company''s website viz. www.mpslimited.com.

VIGIL MECHANISM

The Vigil Mechanism as envisaged in the Act and the Rules prescribed thereunder and the Listing Regulations is implemented through the Whistle Blower Policy. This Policy provides for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee.

The Whistleblower Policy of the Company is available on the website of the Company and can be accessed at the web link: https://www.mpslimited.com/investors-overview/

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has a zero tolerance towards sexual harassment at the workplace and has adopted a Policy on Prevention and Prohibition of Sexual Harassment at Workplace and has also put in place a redressal mechanism for resolving complaints received with respect to sexual harassment. Internal Complaint Committees have been constituted at all the locations of the Company in India to redress the complaints, if any, received.

The details of the complainant are kept confidential. 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) and 134(3) of the Act, an extract of Annual Return in Form MGT-9 shall place a copy of the annual return on the website of the Company. A copy of the Annual Return is available on the website of the Company and can be accessed at the web link: https:// www.mpslimited.com/annual-general-meeting/.

CORPORATE SOCIAL RESPONSIBILITY

MPS has been an early adopter of Corporate Social Responsibility (the "CSR") initiatives. In terms of the provisions of Section 135 of the Act the Company has constituted a CSR Committee. The composition and terms

of reference of the CSR Committee are provided in the Corporate Governance Report forming part of this Annual Report. The Company has also formulated a CSR Policy which is available on the website of the Company viz. www.mpslimited.com.

During the year under review, your Company spent INR 157 Lakhs on CSR activities i.e. 2% of the average of the net profits of the Company during the past three financial years. In accordance with the provisions of Section 134(3)(o) of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014, a report on Corporate Social Responsibility covering brief extract of the CSR policy of the Company and the CSR projects undertaken during the financial year 2021-22, is annexed as Annexure - C to this Report.

Composition, role and terms of reference of the CSR Committee are stated in the Corporate Governance Report forming part of this Annual Report.

CORPORATE GOVERNANCE

Your Company believes in adopting best practices of corporate governance and adheres to the standards set out by the Securities and Exchange Board of India. Corporate governance is about maximizing shareholder''s value legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the term. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

A detailed report on Corporate Governance, pursuant to the requirements of Regulation 34 of the Listing Regulations, forms part of the Annual Report together with a certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance.

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.

BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report for the year under review, as stipulated under Regulation 34(2)(f) of SEBI (LODR) 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 D.

C. Foreign Exchange Earnings and Outgo

During the year under review, foreign exchange earned through exports was INR 280.70 crores as against INR 276.68 Crores for the previous year ended March 31, 2021. Foreign exchange outgo was INR 47.70 Crores as against INR 65.23 Crores for the previous year. Thus, the net foreign exchange earned by the Company during the year ended March 31, 2022 was INR 233 Crores.


SIGNIFICANT DEVELOPMENTS AFTER THE CLOSE OF THE FINANCIAL YEAR

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY ANY REGULATORS OR COURT

During the year under review, no significant material order was passed by any regulator or court that would impact the going concern status or future business operations of the Company.

APPRECIATION

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners / associates and Central and State Governments for their consistent support and encouragement to the Company. We place on record our appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.


Mar 31, 2019

REPORT OF THE BOARD OF DIRECTORS

DEAR SHAREHOLDERS,

The Board of Directors hereby submit the report of the business and operations of the Company along with Audited Financial Statements for the financial year ended March 31, 2019.

FINANCIAL HIGHLIGHTS

The summary of the financial performance of the Company during the financial year 2018-19 is as under:

(Rs in lacs)

 

Standalone

Consolidated

Particulars

For the year ended 31.03.2019

For the year ended 31.03.2018 |

For the year ended 31.03.2019

For the year ended 31.03.2018

Gross Income

24,998.00

24,343.33

38,779.70

29,001.23

Profit Before Interest, Depreciation and Tax (Excluding Exceptional Income)

11,251.40

10,822.98

11,860.82

11,003.22

Finance Charges

19.05

12.66

19.05

12.66

Provision for Depreciation

646.08

753.72

1,106.60

804.53

Profit Before Tax (Excluding Exceptional Item)

10,586.27

10,056.60

10,735.17

10,186.03

Exceptional Cost

-

-

-

-

Provision for Tax

3,112.27

3,23541

3,131.64

3,165.09

Net Profit After Tax

7,474.00

6,821.19

7,603.53

7,020.94

Other Comprehensive Income

(9.55)

(62.69)

337.70

28.04

Total comprehensive income for the year, net of tax

7,464.45

6,758.50

7,941.23

7,048.98

Retained Earnings brought forward from previous year

21,881.32*

15,122.82*

22,666.90*

15,708.65*

Retained Earnings available for appropriation

29,345.77

21,881.32*

30,331.30

22,666.90*

Dividend paid

(2,234.03)

-

(2,234.03)

-

Income tax on dividend

(459.21)

-

(459.21)

-

Transfer to General Reserve

-

-

-

-

Surplus Carried to Balance Sheet

26,652.53

21,881.32*

27,638.06

22,666.90*

OPERATIONAL HIGHLIGHTS

Standalone

Revenue from operations for the year ended March 31, 2019 stood at Rs 223.96 crores as against Rs 218.34 crores for the previous year. Profit after tax and before other comprehensive income for the year ended March 31, 2019 was Rs 74.74 crores and EPS Rs 40.14 per share as against Rs 68.21 crores and Rs 36.64 per share respectively for the previous year.

Consolidated

Revenue from operations for the year ended March 31, 2019 stood at Rs 362.54 crores as against Rs 26703 crores for the previous year. Profit after tax and before other comprehensive income for the year ended March 31, 2019 was Rs 76.04 crores and EPS Rs 40.83 per share as against Rs 70.21 crores and Rs 3771 per share respectively for the previous year.

In the preparation of Financial Statements the provisions of the Companies Act, 2013 (the "Act"), read with the Companies (Accounts) Rules, 2014, applicable Accounting Standards and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") have been followed.

DIVIDEND

Based on the Company's performance, the Board of Directors have recommended a dividend of Rs 25 per equity share (face value Rs 10 per equity share), amounting to Rs 56.11 crores including dividend distribution tax, for the financial year 2018-2019. The dividend is subject to the approval of shareholders at the ensuing Annual General Meeting of the Company and will be paid within the statutory period, to the members whose names appear in the Register of Members, as on record date, July 17, 2019.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the Companies Act, 2013 read with Investors Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all unpaid or unclaimed dividend are required to be transferred by the Company to the Investors Education and Protection Fund (IEPF) established by the Central Government of India, after the completion of seven years. Further, according to Section 124(6) of the Companies Act, 2013 and the rules made there in, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the Company in the name of IEPF

Accordingly during the year under review, the Company has transferred an amount of Rs 96,616 unpaid or unclaimed interim dividend for the Financial Year 2011-12 on March 02, 2019 to the Investors Education and Protection Fund established by the Central Government under Section 125 of the Act. The Company has transferred 247 shares to IEPF for which dividend have remained unpaid or unclaimed for seven consecutive years.

Details regarding unclaimed dividend lying with the Company as on July 27, 2018 (date of last Annual General Meeting) has been updated on the website of the Company, (www.mpslimited.com/investors). and also on the website of Ministry of Corporate Affairs. The shareholders, who have not yet claimed any of their previous dividends, are requested to contact the Company's Registrar and Share Transfer Agent (the "RTA") for claiming the same. The contact details of the RTA are provided in the Annual Report as well as on the Company's website.

CONSOLIDATED FINANCIAL STATEMENT

Consolidated Financial Statement prepared in accordance with Indian Accounting Standards (IND AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of Companies Act, 2013 is separately disclosed in the Annual Report.

The Consolidated Financial Statement up to and for the year ended March 31, 2019 was prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (previous GAAP), notified under Section 133 of the Act and other relevant provisions of the Act.

As per the requirements of Section 129 of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of subsidiaries in Form AOC -1, is attached to the Consolidated Financial Statement.

STATUTORY AUDITORS AND AUDIT REPORT

At the 46th Annual General Meeting ("AGM") held on July 19, 2016, M/s. BSR & Co. LLP, Chartered Accountants, (firm registration no. 101248W/W-100022) had been appointed as the Statutory Auditors of the Company for a term of 5 years to hold office till the conclusion of the 51st AGM of the Company to be held in the calendar year 2021.

The Audit Report on the Financial Statements of the Company for the financial year ended March 31, 2019 read with relevant Notes thereon is self-explanatory and does not call for any further explanations. The Auditor's Report does not contain any qualification, reservation or adverse remark.

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

SHARE CAPITAL

During the year there has been no change in the paid up equity share capital of the Company which stood at Rs 18.62 crores. During the year, the Company has neither introduced any Stock Option Scheme, nor issued any shares with differential voting rights.

ACQUISITION

During the year under review, the Company acquired Tata Interactive Systems, the eLearning business of Tata Industries Limited in India, through the wholly owned subsidiary, MPS Interactive Systems Limited and all the shares held by Tata Industries Limited in Tata Interactive Systems, AG and Tata Interactive Systems GmbH currently named as MPS Europa AG and TOPSIM Gmbh respectively. This marks the Company's definitive entry in the enterprise space and reduces the risk and dependence from its core business.

The acquisition takes the Company into an adjacent market segment of eLearning where it leverages on its strong content capabilities developed over 50 years. The acquisition has provided us with products and services that are driven by process efficiency and industry thought leadership and the Company has gained significant new capabilities in emerging technology and platform solutions along with onshore presence in Europe. It is now in the process of integrating the new acquisition with the rest of MPS.

SCHEME OF AMALGAMATION

During the Financial Year 2017-18 the Board of Directors of the Company had approved the scheme of amalgamation involving amalgamation of ADI BPO Services Limited (post demerger of its 'Infrastructure Management Business Undertaking' into ADI Media Private Limited') into the Company.

The scheme of amalgamation was also approved by the shareholders of the Company on October 25, 2018. Thereafter, the Board of Directors of ADI BPO Services Limited decided to withdraw the Scheme of Demerger of Infrastructure Management Business Undertaking of ADI BPO Services Limited into ADI Media Private Limited and Scheme of Amalgamation of ADI BPO Services Limited (post demerger of its Infrastructure Management Business Undertaking) into the Company. Based on such development, the Board of Directors of the Company approved the withdrawal of Scheme of Amalgamation and declared it to be null and void. Such withdrawal of Scheme of Amalgamation has been approved by NCLT Chennai on February 01, 2019.

SUBSIDIARIES

MPS North America, LLC (MPS North America), wholly owned subsidiary of the Company, is focused on content creation and development, project management, and media asset development for K12, Higher Education, Academic and STM publishers.

The revenue of MPS North America LLC for the year ended March 31, 2019 was Rs 6742 crores compared to Rs 71.27 crores during the previous year. The Profit before tax for the year was Rs 4.93 crores and Profit after tax and before other comprehensive income was Rs 341 crores as compared to the previous year's Profit before tax of Rs 3.60 crores and Profit after tax and before other comprehensive income of Rs 2.69 crores respectively.

MPS Interactive Systems Limited, wholly owned subsidiary of your Company, incorporated on May 10, 2018 is focused on high end custom digital learning delivery including web-based learning, simulations, serious games, custom apps, and micro learning.

The revenue of MPS Interactive Systems Limited for the period ended March 31, 2019 was Rs 63.03 crores. The Loss before tax for the period ended on March 31, 2019 was Rs 4.81 crores and Loss after tax and before other comprehensive income was Rs 4.09 crores respectively.

The primary focus during the year was to arrest revenue decline, optimize cost and to run the business profitably. The initiatives taken by us have started yielding favorable results.

TOPSIM GmbH: MPS Limited acquired the shares held by Tata Industries Limited in its wholly owned subsidiary, Tata Interactive System, GmbH on July 02, 2018 that is now named as TOPSIM GmbH. The Company is focused on multiplayer workshop-based simulations platform for management education.

The revenue of TOPSIM GmbH for the period ended March 31, 2019 was Rs 15.55 crores. The Loss before tax for the period was Rs 1.61 crores.

MPS Europa AG: MPS Limited acquired the shares held by Tata Industries Limited in its wholly owned subsidiary, Tata Interactive System AG on July 05, 2018, that is now named as MPS Europa AG. The Company is focused on Assessment Engine, Learning Management Platform for management education.

The revenue of MPS Europa AG for the period ended March 31, 2019 was Rs 8.73 crores. The Profit before tax for the period was Rs 0.41 crores.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents, and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

BOARD MEETINGS

The Board met seven (7) times during the financial year 2018-19, to transact the business of the Company. Details of the Board meetings, including the attendance of Directors at these meetings are covered in the Corporate Governance Report forming part of the Annual Report.

The maximum interval between any two consecutive Board meetings did not exceed 120 days.

AUDIT COMMITTEE

Audit Committee of your Company is constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Composition, role, terms of reference, and details of meetings of the Audit Committee are provided in the Corporate Governance Report forming part of the Annual Report.

BOARD EVALUATION

Pursuant to the provisions of the Act and the corporate governance requirements as prescribed under SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Independent Directors in their meeting evaluated and discussed the performance of Non-independent Directors, Managing Director, Board, Committees and Chairperson of the Company. After evaluation, all the Board Members submitted the duly filed in Evaluation Form for self-assessment, Board Evaluation Form and the Committees evaluation forms to the Chairman of the Company.

The Performance of the individual Directors was reviewed on the basis of criteria such as contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

The performance of the Committees was evaluated after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, quality of relationship of the Committee and the management, etc.

DIRECTORS, KEY MANAGERIAL

PERSONNEL AND EMPLOYEES

Director Retiring by Rotation

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Nishith Arora, retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. Accordingly, a resolution is included in the Notice of the forthcoming 49th Annual General Meeting of the Company for seeking approval of members for his appointment as a director of the Company.

Changes in the Board and Key Managerial Personnel Board

Mr. Ambarish Raghuvanshi was appointed as an Independent Director to hold office with effect from May 01, 2018 and up to April 30, 2023 as approved by the shareholders in the 48th AGM of the Company.

Mr. Rahul Arora had been CEO and Whole Time Director of the Company since August 12, 2013. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee appointed him as the Managing Director of the Company for a period of five years with effect from August 12, 2018 to August 11, 2023, subject to the approval of Central Government and shareholders of the Company. The appointment and remuneration of Mr. Rahul Arora was further approved by way of special resolution passed by the shareholders through postal ballot on October 24, 2018 and by the Central Government on January 30, 2019.

Mr. Sunil Shah was appointed as an Additional Independent Director of the Company on December 11, 2018. Thereafter, his appointment for a consecutive term of five years with effect from January 18, 2019 to January 17, 2024 was approved by the Board on January 18, 2019, subject to the approval of shareholders at the ensuing Annual General Meeting of the Company.

Mr. D.E. Udwadia resigned from the directorship of the Company with effect from March 29, 2019. The Board Members thank him for his guidance and contribution during his tenure of 25 years with the Company.

Mr. Vijay Sood was appointed as an Independent Director of the Company by the members at the 44th AGM of the Company held on August 08, 2014 for a period of five consecutive years commencing from May 22, 2014 to May 21, 2019. As per Section 149(10) of the Act, an Independent Director shall hold office for a term of five consecutive years on the Board of a Company, but shall be eligible for re-appointment subject to approval of the shareholders by passing a special resolution by the Company for another term of upto five consecutive years on the Board of a Company. Based on the recommendation of Nomination and Remuneration Committee, Mr. Vijay Sood, being  eligible for re-appointment as an Independent Director was re-appointed as an Independent Director for second term of five consecutive years from May 22, 2019 to May 21, 2024 by the Board, subject to the approval of shareholders at the ensuing Annual General Meeting of the Company.

The brief details of expertise and other Directorships/ Committee memberships held by the above Directors, form part of the Notice convening the 49th AGM of the Company.

Independent Directors 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.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s R Sridharan and Associates, Practicing Company Secretaries, carried out the Secretarial Audit of the Company during the financial year 2018-19.

Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 the Secretarial Audit Report of material unlisted subsidiary, shall also be annexed with the Annual Report of the Company.

The Secretarial Audit Report of the Company and its material subsidiary, MPS Interactive Systems Limited for the financial year 2018-19 is annexed to this Report as Annexure A

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

Secretarial Auditors had also not reported any matter under Section 143 (12) of the Act, and therefore no details are required to be disclosed under Section 134 (3) (ca) of the Act.

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

Pursuant to Section 186 of the Act and Schedule V of the Listing Regulations, disclosure on particulars relating to loans, advances, guarantees and investments are provided in the Financial Statements. All the investments made by the Company were in accordance with the provisions of Section 186 of the Act and the rules made thereunder.

During the financial year under review, your Company has not obtained any secured term loan. The company has provided term loan of Rs 23,00,00,000 (Rupees Twenty Three Crores) to its wholly owned subsidiary, MPS Interactive Systems Limited.

UTILIZATION OF THE PROCEEDS FROM QUALIFIED INSTITUTIONAL PLACEMENT

Your Company had raised a sum of Rs 150 crores through "Qualified Institutional Placement" (the "QIP") during the financial year 2014-15. The proceeds of the issue (net of issue expenses) were 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.

We are pleased to share that the QIP funds have been fully utilized for the objects of QIP as detailed below:-

QIP Fund (net of expenses)

14,780

Acquisition of Mag+ companies (net of working capital adjustments)

(2,328)

Acquisition of Think Subscription business

(2756)

Expenses related to acquisition of Tata Interactive Systems

(28)

Closing Balance as on April 01, 2018

11996

Acquisition of Business of Tata Interactive Systems through MPS Interactive Systems Limited

(6784)

Acquisition of Topsim GmBH

(599)

Acquisition of MPS Europa AG

(810)

Expenses related to acquisitions

(84)

Investment in MPS Interactive Systems Limited

(3803)

Closing QIP Fund

0

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, updated criteria for appointment, performance evaluation and for determining remuneration of Directors, Key Managerial and Senior Management Personnel. The Nomination and Remuneration policy of the Company on Director's appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of Director and other matters as required under sub section (3) of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing obligation and disclosure requirements) Regulations, 2015, is available on our website www.mpslimited.com/investors The policy has been updated to comply with the amendment in SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Policy is annexed as Annexure B to this Report.

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/informations related to the remuneration of Directors and Key Managerial Personnel are set out in Annexure C to this Report.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm the following:

a. In the preparation of the Annual Accounts for the financial year ended March 31, 2019, 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 these 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 CONTROLS

The Company has an external and independent firm of Internal Auditors that scrutinizes the financials and other operations of the Company. Based on the framework of internal financial controls and compliance systems, established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors, including audit of internal financial controls over financial reporting by the Statutory Auditors, and the reviews performed by management and the Audit Committee, the Board is of the opinion that the Company, in the financial year 2018-19, has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to its company's policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

RISK MANAGEMENT

The Company has in place, a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Identification of the business risks and their mitigation is a continuing process. Based on the diversified scale of business operations, 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 behavior together form a system that governs how the Company conducts its business and manage the associated risks.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year 2018-19, were on arm's length basis and in the ordinary course of business. The Audit Committee reviews all the related party transactions and approves wherever such approval is required as per the provisions of Section 188 of the Act, rules made thereunder, Regulation 23 of the Listing Regulations, and applicable Accounting Standards. 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 financials statements of the Company.

Your Company has formulated a Policy on Related Party Transaction disseminated on the Company's website www.mpslimited.com/investors

VIGIL MECHANISM

The Company has adopted a "Whistle Blower Policy", through which employees are provided a platform 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. Directors and employees can report to the Chairman of the Audit Committee and Company Secretary or Ombudsman, on a confidential basis, any practices or actions believed to be inappropriate or illegal. It is affirmed that no person has been denied access to the Audit Committee. The Policy provides complete confidentiality and safeguard of the employees who raises an issue against such improper conduct. The policy was further revised to enable employees to report instances of leak of unpublished price sensitive information pursuance to Regulation 9(2A)(6) of the SEBI ( Prohibition of Insider Trading) Regulations 2015.

Policy has been approved by the Directors and placed on the website of the Company at www.mpslimited. com/investors

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has a Policy for prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaint Committees have been constituted at all the locations of the Company in India to redress the complaints, if any, received. The details of the complainant are kept confidential. 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 annexed to this Report as Annexure D.

CORPORATE SOCIAL RESPONSIBILITY

MPS has been an early adopter of Corporate Social Responsibility (the "CSR") initiatives. In terms of the provisions of Section 135 of the Act, the Company has constituted a CSR Committee. The composition and terms of reference of the CSR Committee are provided in the Corporate Governance Report forming part of this Annual Report. The Company has also formulated a CSR Policy which is available on the website of the Company viz www.mpslimited.com

Your Company has, during the year, evolved various CSR initiatives which includes imparting primary high-quality education to out-of-school underprivileged girls, imparting computer education to underprivileged children, providing tailor made education to students with learning disabilities, building intellect and instill higher values of life in youths through education, building strengths of a person affected with mental illness and providing support to home/ care-center for mentally challenged and physically handicapped children. Your Company has also devised proper system to monitor the CSR activities as per its CSR Policy.

In terms of the provisions of Section 135 of the 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

CORPORATE GOVERNANCE

Your Company believes in adopting best practices of corporate governance and adheres to the standards set out by the Securities and Exchange Board of India. Corporate governance is about maximizing shareholder's value legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the term. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

A detailed report on Corporate Governance, pursuant to the requirements of Regulation 34 of the Listing Regulations, forms part of the Annual Report together with a certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance.

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 OUTGO

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 Rs 223.17 crores as against Rs 218.18 crores in the previous year ended March 31, 2018. Foreign exchange outgo was Rs 21.12 crores as against Rs 17.04 crores in the previous year. Thus, the net foreign exchange earned by the Company during the year ended March 31, 2019 was Rs 202.05 crores.

SIGNIFICANT DEVELOPMENTS AFTER THE CLOSE OF THE FINANCIAL YEAR

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY ANY REGULATORS OR COURT

During the year under review, no significant material order was passed by any regulator or court that would impact the going concern status or future business operations of the Company

APPRECIATION

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners / associates and Central and State Governments for their consistent support and encouragement to the Company. We place on record our appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of the Board of Directors

 

 

Gurugram

Nishith Arora

May 17, 2019

Chairman

Annexure A

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2019

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24 A of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 as amended/

The Members, MRS LIMITED

RR Tower IV, Super A, 16/17,

Thiru-Vi-Ka Industrial Estate, Guindy, Chennai - 600032.

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by MRS LIMITED (hereinafter called "the Company") [Corporate Identification Number: L22122TN1970PLC005795]. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conduct/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2019 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2019 and on the basis of our review, we hereby report that during the year under review, the Company has complied with the applicable provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 fSCRA) and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) The Company has complied with the applicable provisions of Foreign Exchange Management Act, 1999 and the rules and regulations made there under. There is no Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings during the year under review;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c) During the year under review the Company has not issued any new securities mandating compliance of the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 & Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

d) The Company has not formulated any Scheme of ESOP/ESPS and hence the requirement of compliance of the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 does not arise;

e) The Company has not issued any debentures during the period under review, and hence the requirement of compliance of the provisions of The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 does not arise;

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations, 1993 regarding the Companies Act and dealing with client;

g) During the year under review, the Company has not delisted its Securities from any of the Stock Exchanges in which it is listed and hence the compliance of the provisions of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 is not applicable; and

h) The Company has not bought back any Securities during the period under review, hence the requirement of complying with the provision of The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 & Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 does not arise;

(vi) The Management has identified and confirmed the following Laws as being specifically applicable to the Company.

1. The Information Technology Act, 2000 and the Rules made thereunder

2. The Special Economic Zones Act, 2005 and the Rules made thereunder

3. The Software Technology Parks of India rules and regulations

4. The Trade Marks Act, 1999

5. The Patents Act, 1970

6. The Copyrights Act, 1957

We have not examined compliance by the Company with applicable financial laws, like direct and indirect tax laws, since the same have been subject to review by statutory auditor, tax auditor, and other designated professionals.

We have also examined compliance with the applicable clauses / regulations of the following:

(i) Secretarial Standards with respect to Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India.

(ii) The Uniform Listing Agreement entered with BSE Limited and National Stock Exchange of India Limited pursuant to the provisions of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above. However, the Company has spent an amount of Rs 196.36 lakhs against the amount of Rs 196.94 lakhs to be spent during the year towards Corporate Social Responsibility.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors for the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Based on the verification of the records and minutes, the decisions were carried out with the consent of the Board of Directors / Committee Members and no Director / Member dissented on the decisions taken at such Board / Committee Meeting. Further, in the minutes of the General Meeting including Postal Ballot, the Members who voted against the resolution(s) have been recorded.

We further report that based on review of compliance mechanism established by the Company and on basis of the Compliance certificates issued by the Chief Financial Officer and Company Secretary and taken on record by the Board of Directors at their meeting(s), we are of the opinion that the management has adequate systems and processes commensurate with its size and operations, to monitor and ensure compliance with all applicable laws.

We further report that the above mentioned Company being a Listed entity this report is also issued pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended and circular No.CIR/CFD/CMDl/27/2019 dated February 08, 2019 issued by Securities and Exchange Board of India.

We further report that as per the information and explanations provided by the Management, the Company has a Material Unlisted Subsidiary, viz. MPS Interactive Systems Limited, Incorporated in India as defined in Regulation 16(l)(c) and Regulation 24 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

We further report that during the audit period, the Company has

1. Obtained the approval of the Board of Directors at their meeting held on April 17, 2018 to invest in MPS Interactive Systems Limited, wholly owned subsidiary of the Company, either by way of equity, preference shares, loans and/or convertible/non-convertible debentures, not exceeding an amount of Rs 80,00,00,000 (Rupees Eighty Crores).

2. Obtained the approval of the shareholders at the General Meeting convened by National Company Law Tribunal, Chennai Bench ("NCLT")on October 25, 2018, for Amalgamation between ADI BPO Services Limited (Post Demerger) (Transferor Company) with the Company.

3. Obtained the approval of the Board of Directors at their meeting held on January 18, 2019 to invest and subscribe 4,00,00,000 (Four Crores) equity shares of Rs 10 each equivalent to Rs 40,00,00,000 (Forty Crores) in MPS Interactive Systems Limited, a Wholly Owned Subsidiary of the Company.

4. Obtained the Approval of Central Government vide letter dated January 30, 2019 for the appointment of Mr. Rahul Arora (a Non-Resident Indian) as a Managing Director of the Company for a period of five years w.e.f. August 12, 2018 to 11th August, 2023.

5. Obtained the unanimous approval of the Board of Directors at their meeting held on December 11, 2018 for withdrawal of Scheme of Amalgamation between ADI BPO Services Limited (Post Demerger) (Transferor Company) with the Company. Further NCLT vide order dated February 01, 2019 has approved the withdrawal of the said Scheme.

For R.Sridharan & Associates

Company Secretaries

 

C S R.Sridharan

CP No. 3239

Place : Chennai PCS No. 4775

Date : May 17, 2019 UIN : S2003TN063400

This report is to be read with our letter of even date which is annexed as ANNEXURE -1 and forms an integral part of this report.

'ANNEXURE - 1'

The Members, MPS LIMITED

RR Tower IV, Super A, 16/17,

Thiru-Vi-Ka Industrial Estate, Guindy, Chennai - 600032.

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

 

For R. Sridharan & Associates

 

Company Secretaries

 

C S R.Sridharan

 

CP No. 3239

Place : Chennai

PCS No. 4775

Date : May 17, 2019

UIN : S2003TN063400

Annexure A1

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2019

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20141

The Members,

MPS INTERACTIVE SYSTEMS LIMITED

RR Tower IV, Super A, 16/17,

Thiru-Vi-Ka Industrial Estate, Guindy, Chennai - 600032.

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by MPS INTERACTIVE SYSTEMS LIMITED (hereinafter called "the Company") [Corporate Identification Number: U74999TN2018PLC122594]. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conduct/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the period ended on March 31, 2019 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the period ended on March 31, 2019 and on the basis of our review, we hereby report that during the year under review, the Company has complied with the applicable provisions of:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the period ended on March 31, 2019 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) Since the Company is an unlisted Company, the question of complying with the provisions of the Securities Contracts (Regulation) Act, 1956 ('SCRA) and the rules made there under does not arise;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) The Company has complied with the applicable provisions of Foreign Exchange Management Act, 1999 and the rules and regulations made there under. There is no Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings during the year under review;

(v) Since the Company is an unlisted Company, the question of complying with the provisions of the following Regulations (a to i) and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act') does not arise:-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 & Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

h) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; and

i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 and Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;

We have not examined compliance by the Company with applicable financial laws, like direct and indirect tax laws, since the same have been subject to review by statutory financial auditor, tax auditor and other designated professionals.

We have also examined compliance with the applicable clauses of the following:

Secretarial Standards with respect to Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Director. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors for the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Meetings which are convened at shorter notice and agenda / notes on agenda which are circulated less than the specified period, the necessary compliances under the Companies Act, 2013 and Secretarial Standards on Board Meeting are complied with. There are certain businesses which can be transacted through Video Conferencing / Audio Visual means as provided under the Companies Act, 2013 and the relevant Rules made there under. Such meetings of board through video conferencing were properly convened and recorded in compliance with the provisions of Section 173 (2) of the Companies Act, 2013 read with Rule 3 of Companies (Meetings of Board and its Powers) Rules, 2014 relating to businesses that have been transacted through Video Conferencing / Audio Visual means.

Based on the verification of the records and minutes, the decisions were carried out with the consent of the Board of Directors and no Director / Member dissented on the decisions taken at such Board Meetings. Further, in the minutes of the General Meeting, the Members who voted against the resolution(s) have been recorded.

We further report that based on review of compliance mechanism established by the Company and on basis of the Compliance certificates issued by the Chief Financial Officer and Company Secretary and taken on record by the Board of Directors at their meeting(s), we are of the opinion that the management has adequate systems and processes commensurate with its size and operations, to monitor and ensure compliance with all applicable laws.

We further report that during the audit period, the Company has

1. Obtained the approval of the Board of Directors at their meeting held on May 28, 2018

- to offer and issue 2,19,90,000 (Two Crores Nineteen Lakhs Nineteen Thousand Only) equity shares of Rs 10/- (Rupees Ten Only) per share aggregating to Rs 21,99,00,000/- (Rupees Twenty One Crores Ninety Nine Lakhs Only) at par on rights basis to the existing Equity shareholders which was allotted on June 18, 2018.

- To offer and issue 2,20,00,000 (Two Crores Twenty Lakhs Only) 8% Non-Cumulative Redeemable Preference Shares of Rs 10/- (Rupees Ten Only) per share aggregating to Rs 22,00,00,000/- (Rupees Twenty Two Crores Only) at par on rights basis to the existing Equity shareholders which was allotted on June 18, 2018.

2. Obtained the approval of the Board of Directors at their meeting held on January 16, 2019 to offer and issue 4,00,00,000 (Four Crores) Equity shares of Rs10/- (Rupees Ten Only) per share, aggregating to Rs 40,00,00,000/- (Rupees Forty Crores Only) at par on rights basis to the existing Equity shareholders which was allotted on February 18, 2019.

For R. Sridharan & Associates

Company Secretaries

 

C S R.Sridharan

 

CP No. 3239

Place : Chennai

PCS No. 4775

Date : May 16, 2019

UIN : S2003TN063400

This report is to be read with our letter of even date which is annexed as ANNEXURE -1 and forms an integral part of this report.

'ANNEXURE - 1'

The Members,

MPS INTERACTIVE SYSTEMS LIMITED

RR Tower IV, Super A, 16/17,

Thiru-Vi-Ka Industrial Estate, Guindy, Chennai - 600032.

Our report of even date is to be read along with this letter

1. Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For R.Sridharan & Associates

Company Secretaries

 

C S R.Sridharan

CP No. 3239

Place : Chennai PCS No. 4775

Date : May 16, 2019 UIN : S2003TN063400

Annexure B

NOMINATION AND REMUNERATION POLICY OBJECTIVE AND PURPOSE OF THE POLICY:

The objective and purpose of this policy are: e To [ay down 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 and recommend to the Board of Director their appointment and removal.

e To determine remuneration based on the Company's size and financial position and trends and practices on remuneration prevailing in peer companies engaged in the industry as the Company.

e To carry out evaluation of the performance of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel.

e To retain, motivate and promote talent and to ensure long term sustainability of talented Managerial Persons and create competitive advantage.

• To determine whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of independent directors.

• To recommend to the Board, all remuneration, in whatever form, payable to senior management.

EFFECTIVE DATE:

This policy shall be effective from April 01, 2019.

DEFINITIONS:

e Independent Director means a Director as defined in Section 149 (6) of the Companies Act, 2013 read with Schedule IV and Clause 49 of the Listing Agreement with the Stock Exchanges and any further amendment or modification made thereto.

e Key Managerial Personnel (KMP) means-

(i) Executive Chairman and / or Managing Director; (ii) Whole-Time Director; (iii) Chief Financial Officer; (iv) Company Secretary;

(v) Such other officer as may be prescribed under the applicable statutory provisions / regulations.

• Senior Management means officer/ personnel of the Company who are Members of its Core Management team excluding Board of Directors comprising all Members of Management one level below the Managing Director / Whole Time Director/ Manager Chief Executive Officer and shall specifically include the Chief Financial Officer and the Company Secretary. Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013 as may be amended from time to time shall have the meaning respectively assigned to them therein.

APPLICABILITY

The Policy is applicable to

e Directors (Executive and Non-Executive)

e Key Managerial Personnel

e Senior Management Personnel

GENERAL

e This Policy is divided in three parts:

Part - A covers the matters to be dealt with and recommended by the Committee to the Board,

Part - B covers the appointment, removal and nomination and

Part - C covers remuneration and perquisites etc.

e The key features of this policy shall be included in the Board's Report.

PART - A

MATTERS TO BE DEALT WITH, PERUSED AND RECOMMENDED TO THE BOARD BY THE NOMINATION AND REMUNERATION COMMITTEE

The Committee shall:

e Formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy relating to, the remuneration of the Director, Key Managerial Personnel and other employees.

e Identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.

e Recommend to the Board, their appointment (including terms thereof) and removal of Director, KMP and Senior Management Personnel.

e Devise a policy on diversity of Board of Directors.

e Formulate criteria for evaluation of performance of Independent Director and Board of Directors.

e Determine whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of independent directors.

e Recommend to the Board, all remuneration, in whatever form, payable to senior management.

The Committee may delegate the powers of appointment, remuneration and removal of Senior Management Personnel to the Chairman and Managing Director.

PART - B

POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT PERSONNEL

e Appointment criteria and qualifications:

1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, Senior Management and/or KMP and recommend to the Board his / her appointment.

2. A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient / satisfactory for the concerned position.

3. The Committee shall not recommend the appointment of any person as Director including a Managing Director or Whole Time Director who is below the age of twenty one years or has attained the age of Seventy Five years. Provided that the Committee can, subject to the subsisting laws on the subject, recommend the re-appointment of a person holding the position even if the tenure of re-appointment may extend beyond the age of Seventy Five years and such recommendation would be subject to the approval of shareholders by a special resolution.

4. The Committee shall not recommend the appointment or continue the employment of any person as Managing Director or Whole Time Director who is

a. an undischarged insolvent or has at any time been adjudged as an insolvent;

b. has at any time suspended payment to his creditors or makes, or has at any time made, a composition with them; or

c. has at any time been convicted by a court of an offence and sentenced for a period of more than six months.

Term /Tenure:

1. Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Managing Director / Whole Time Director for a term not exceeding five years at a time. No recommendation for re-appointment shall be made earlier than one year before the expiry of term.

2. Independent Director:

The recommendation of the Committee for the appointment or re-appointment of an Independent Director shall be guided by the following:

a. An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's Report.

b. No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly. However, if a person who has already served as an Independent Director for 5 years or more in the Company as on October 01, 2014 or such other date as may be determined by the Committee as per regulatory requirement, he / she shall be eligible for appointment for one more term of 5 years only.

c. At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director Serves is restricted to seven listed companies as an Independent Director and three listed

companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company.

d. To extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of independent directors.

• Evaluation:

The Committee shall carry out evaluation of performance of every Director.

• Removal:

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunder or under any other applicable Companies Act, 2013, rules and regulations or on the grounds mentioned in the terms of the contract, the Committee may recommend to the Board with reasons recorded in writing, removal of a Director and /or KMP or a Senior Management Personnel subject to the provisions and compliance of the Companies Act, 2013 or any other applicable law and rules and regulations made thereunder.

• Retirement:

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Companies Act, 2013 and/or the prevailing policy of the Company. The Board shall have the discretion to retain the Director, KMP and Senior Management in the same position / remuneration or otherwise even after attaining the retirement age, for the benefit of the Company in accordance with the provisions of the Companies Act, 2013.

PART - C

POLICY RELATING TO THE REMUNERATION FOR THE WHOLE-TIME DIRECTOR, KMP AND SENIOR MANAGEMENT PERSONNEL

e General:

1. The remuneration / compensation / commission etc. to the Whole-time Director, KMP and Senior Managerial Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration shall comprise a balance between fixed and incentive pay reflecting short and long term performance objectives  appropriate to the working of the Company and its goals. The remuneration / compensation / commission etc. shall be subject to the prior / post approval of the shareholders of the Company and Central Government, wherever required.

2. The remuneration and commission to be paid to the Whole-time Director shall be in accordance with the Articles of Association of the Company and as per the provisions of the Companies Act, 2013, and the rules made thereunder.

3. Increments to the existing remuneration / compensation structure may be recommended by the Committee to the Board in the case of Whole-time Director, KMP and Senior Management Personnel.

4. Where any insurance is taken by the Company on behalf of its Whole-time Director, Chief Executive Officer, Chief Financial Officer, Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel.

Remuneration to Whole-time / Executive / Managing Director, KMP and Senior Management Personnel:

1. Fixed pay:

a) The Whole-time Director and KMP shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee. The breakup of the pay scale and quantum of perquisites including, employer's contribution to PF, pension scheme, medical expenses, other perks etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.

b) The Remuneration of Senior Management Personnel, including any subsequent change in the remuneration, shall be decided in line with the HR practices of the Company.

c) Any subsequent change in the Remuneration of KMP (other than Executive Directors) shall be decided in line with the HR practices of the Company.

2. Minimum Remuneration:

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managing / Whole-time Director(s) in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the previous approval of the Central Government.

3. Provisions for excess Remuneration:

If any Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction of the Central Government, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

Remuneration to Non- Executive Directors:

1. Remuneration / Commission:

The remuneration / commission shall be recommended in accordance with the limits and conditions mentioned in the Articles of Association of the Company and the Companies Act, 2013 and the rules made thereunder.

2. Sitting Fees:

a) The Non- Executive Directors will receive remuneration by way of fees for attending meetings of Board or Committee thereof provided that the amount of such fees shall not exceed the amount as may be prescribed by the Central Government from time to time.

b) The sitting fee per Meeting, for attending the Board / Committee Meetings of the Company, will be as follows:

i) For Board Meeting - Rs 80,000 per Meeting

ii) For Audit Committee Meeting - Rs 80,000 per Meeting

iii) For Stakeholders Relationship Committee Meeting - Rs 60,000 per Meeting

iv) For Corporate Social Responsibility Committee Meeting - Rs 60,000 per Meeting

v) For Nomination and Remuneration Committee Meeting - Rs 60,000 per Meeting

3. Commission:

Commission may be paid as approved by the shareholders, subject to the limit as per the applicable provisions of the Companies Act, 2013.

Annexure C

DETAILS OF REMUNERATION UNDER SECTION 197 OF COMPANIES ACT, 2013 AND RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

A. Details as per Section 197 and Rule 5(1):

(i) Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2018-19, percentage increase in remuneration of Managing Director, Chief Executive officer. Chief Financial Officer, Company Secretary or Manager, if any, in the financial year 2018-19,is as follows:

SI. No.

Name of Executive Director/KMP

Designation

Percentage increase in Remuneration from previous year

Ratio of Remuneration of each Director to median remuneration of employees*

1

Nishith Arora*

Chairman & Non-Executive Director

Nil

Not Applicable

2

Rahul Arora**

Managing Director

17%

81:1

3

Ms Yamini Tandon***

Non-Executive Director

Nil

Not Applicable

4

Mr Vijay Sood

Independent Director

Nil

Not Applicable

5

Mr. D E Udwadia

Independent Director

Nil

Not Applicable

6

Mr. Ambarish Raghuvanshi

Independent Director

Nil

Not Applicable

7

Mr. Sunil Shah

Independent Director

Nil

Not Applicable

8.

Sunit Malhotra

Chief Financial Officer & Company Secretary

18%

Not Applicable

*Mr Nishith Arora, Chairman and Non-Executive Director of the Company did not receive any sitting fees from the Company.

**Mr Rahul Arora was CEO and Whole Time Director of the Company till August 11, 2018 and was appointed as Managing Director of the Company effective from August 12, 2018. The Appointment is for a term of 5 years w.e.f August 12, 2018 to August 11, 2023 and the Remuneration was approved by the shareholders by way of special resolution passed by postal ballot on October 24, 2018. Percentage increase in remuneration reflected from previous year is due to revision in the salary with effect from August 12, 2018. Also he is being paid remuneration in USD from the US Branch of the Company post his deputation to USA. The salary level at USA is not comparable to the salary level in India.

***Ms. Yamini Tandon, Non-Executive Director, did not receive any remuneration, including sitting fees from the Company.

# For the purpose of ratios, the PLB payable for the respective financial year has been considered in the same financial year. Median Annual Remuneration for the financial year 2018-19 was Rs 2,68,183

The Independent Directors of the Company are paid sitting fees and commission within the limits as approved and prescribed under the Companies Act, 2013. The details of remuneration paid to Independent Directors are detailed in the Corporate Governance Report. The ratio of remuneration and percentage increase for the Independent Directors' remuneration has not been considered for this purpose.

(ii) Increase in Median Remuneration:

During the financial year 2018-19, Median Annual Remuneration of employees has increased by 3.3% over the previous financial year.

(iii) Permanent Employees:

The Company had 2195 permanent employees on its rolls as on March 31, 2019.

(iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and exceptional circumstances, if any, for increase in the managerial remuneration:

During the financial year 2018-19, average increase in the remuneration of employees was 5%, while the increase in the average managerial remuneration from the previous year was 17%.

(v) The Company affirms that the remuneration to Directors and employees during the financial year 2018-19 is as per its Remuneration Policy..

B. Details as per Section 197 and Rule 5(2) and 5(3) of the Act:

1. During the financial year 2018-19, no employee of the Company, received remuneration of one crore and two lakh rupees or more per annum while working for the whole year or at the rate of eight lakh and fifty thousand rupees per month while working for a part of the year.

2. During the financial year 2018-19 or part thereof, no employee of the Company received remuneration in excess of the remuneration drawn by Managing Director or Whole-Time Director or Manager and no employee of the Company (by himself or along with his spouse and dependent children), was holding two percent or more of the equity shares of the Company.

3. During the financial year 2018-19, no employee of the Company, resident in India, posted and working in a country outside India, not being Directors or their relatives, had drawn more than sixty lakh rupees per year or five lakh rupees per month.

 

For and on behalf of the Board of Directors

 

 

Gurugram

Nishith Arora

May 17, 2019

Chairman

Annexure D

FORM MGT-9

EXTRACT OF ANNUAL RETURN

As on the financial year ended March 31, 2019

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

1

CIN

L22122TN1970PLC005795

2

Registration Date

January 19, 1970

3

Name of the Company

MPS Limited

4

Category / Sub-Category of the Company

Public company limited by shares

5

Address of the registered office and contact details

RR Towers IV, Super A, 16/17, Thiru Vi Ka Industrial Estate,

Guindy, Chennai - 600 032

Tel: +91 - 44 - 49162222

Fax:+91-44-49162225

6

Whether listed company (Yes/No)

Yes

7

Name, Address and Contact details of Registrar and Transfer Agent, if any

Cameo Corporate Services Limited

Subramanian Building, 1 Club House Road, Chennai - 600002

Tel: +91- 44 - 28460390

Fax: +91- 44- 28460129

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the Company:

Name and Description of main products/services

NIC Code of the Product/ service

% to total Turnover of the Company*

Content Solutions

 

 

» Content Authoring and Development

 

 

» Content Production

620

82%

® Content Transformation

 

 

» Fulfillment and Customer Support

 

 

Platform Solutions

 

 

e DigiCore

 

 

e THINK (recent acquisition)

632

18%

e mag+ (recent acquisition)

 

 

e ScholarStor (re-launched)

 

 

e Technology Services3

#On the basis of gross turnover.

*Company operates in two segments, i.e., Content Solutions and Platform Solutions.

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

s.No.

Name of Company

Address of Company

CIN/GLN

Holding/ Subsidiary / Associate

% of shares held as on 31/03/2019

Applicable Section

1

ADI BPO Services Limited

RR Tower IV, Super A, 16/17, Thiru-Vi-Ka Industrial Estate, Guindy, Chennai-600 032

U22110DL2006PLC144592

Holding Company

67.77%

2(46)

2

MPS North America, LLC

5728 Major Blvd., Orlando, Florida 32819

L13000078013 Subsidiary Company

100%

2(87)

3

MPS Interactive Systems Limited*

RR Tower IV, Super A, 16/17, Thiru-Vi-Ka Industrial Estate, Guindy, Chennai-600 032

U74999TN2018PLC122594

Subsidiary Company

100%

2(87)

4

MPS Europa AG

Lindenstrassese 14, 6340 Baar

CHE-101439161 (Firm Number)

Subsidiary Company

100%

2(87)

5.

Topsim GmbH

Neckarhalde 55 D- 72070, Tubingen, Germany

HRB 382769 (Local Business Number)

Subsidiary Company

100%

2(87)

*6 shares of MPS Interactive Systems Limited are held by Nominee shareholders of MPS Limited

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) CATEGORY - WISE SHARE HOLDING

S. No.

Category of Shareholders

No. of shares held at the beginning of the year (as on 01.04.2018)

No. of shares held at the end of the year (as on 31.03.2019)

% change

 

 

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

during the year

A.

Promoters

 

 

 

 

 

 

 

 

 

(1)

Indian

 

 

 

 

 

 

 

 

 

(a)

ndividual/HUF

-

-

-

-

-

-

-

-

-

(b)

Central Govt.

-

-

-

-

-

-

-

-

-

(c)

State Govt(s)

-

-

-

-

-

-

-

-

-

(c)

Bodies Corporate

12,616,996

-

12,616,996

67.77

12,616,996

-

12,616,996

6777

-

(d)

Banks/ Fl

-

-

-

-

-

-

-

-

-

(e)

Any Other

-

-

-

-

-

-

-

-

-

 

Sub-Total (A)(l)

12,616,996

-

12,616,996

67.77

12,616,996

-

12,616,996

67.77

-

(2)

Foreign

 

 

 

 

 

 

 

 

 

(a)

NRIs - Individuals

-

-

-

-

-

-

-

-

-

(b)

Other - Individuals

-

-

-

-

-

-

-

-

-

(c)

Bodies Corp

-

-

-

-

-

-

-

-

-

(d)

Banks/ Fl

-

-

-

-

-

-

-

-

-

(e)

Any Other

-

-

-

-

-

-

-

-

-

 

Sub-Total (A)(2)

-

-

-

-

-

-

 

s. No.

Category of Shareholders

No. of shares held at the beginning of the year (as on 01.04.2018)

No. of shares held at the end of the year (as on 31.03.2019)

% change during the year

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

 

Total

12,616,996

-

12,616,996

67.77

12,616,996

-

12616,996

67.77

-

 

shareholding of Promoter (A)= (A) (1)+(A)(2)

 

 

 

 

 

 

 

 

 

B.

Public Shareholding

 

 

 

 

 

 

 

 

 

(1)

Institutions

 

 

 

 

 

 

 

 

 

(a)

Mutual Funds

6,49,147

-

6,49,147

3.4868

85,083

-

85,083

0.4570

-3.0298

(b)

Banks/FI

2,125

-

2,125

0.0114

1651

-

1651

0.088

-0.0025

(c)

Central Govt

-

-

-

-

-

-

-

-

-

(d)

State Govt(s)

-

-

-

-

-

-

-

-

-

(e)

Venture Capital Funds

-

-

-

-

-

-

-

-

-

(f)

nsurance Companies

-

-

-

-

-

-

-

-

-

(g)

Flls

-

-

-

-

-

-

-

-

-

(h)

Foreign Venture Capital Investors

-

-

-

-

-

-

-

-

-

(i)

Qualified Foreign nvestor

-

-

-

-

-

-

-

-

-

(J)

Any Other

-

-

-

-

-

-

-

-

-

 

Alternate

-

-

-

-

-

-

65,333

0.3509

0.3509

 

nvestment Fund

 

 

 

 

 

 

 

 

 

 

Foreign Portfolio

3,92,114

-

3,92,114

2.1062

3,92,114

-

3,92,114

2.1062

-

 

nvestor

 

 

 

 

 

 

 

 

 

 

(Corporate)

 

 

 

 

 

 

 

 

 

 

Category

 

 

 

 

 

 

 

 

 

 

Foreign Portfolio

6,84,773

-

6,84,773

3.6782

7,05,170

-

7,05,170

3.7877

0.1095

 

nvestors

 

 

 

 

 

 

 

 

 

(Corporate)

 

 

 

 

 

 

 

 

 

 

Category II

 

 

 

 

 

 

 

 

 

 

Foreign Portfolio

-

-

-

-

36,000

-

36,000

0.1933

0.1933

 

nvestors

 

 

 

 

 

 

 

 

 

 

(Corporate)

 

 

 

 

 

 

 

 

 

 

Category III

 

 

 

 

 

 

 

 

 

 

Sub- Total (B)(l)

10,76,887

-

10,76,887

9.2827

12,85,351

-

12,85,351

6.9042

-2.3785

 

S.No.

Category of Shareholders

No. of shares held at the beginning of the year (as on 01.04.2018)

No. of shares held at the end of the year (as on 31.03.2019)

% change during the year

 

 

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

2.

Non-Institutions

 

 

 

 

 

 

 

 

 

(a)

Bodies Corporate

8,47,731

-

8,47,731

4.5535

8,79,589

-

8,79,589

4.7246

0.1711

(i)

ndian

-

-

-

-

-

-

-

-

-

(n)

Overseas

-

-

-

-

-

-

-

-

-

(b)

Individuals

 

 

 

 

 

 

 

 

 

 

ndividual shareholders holding nominal share capital up to Rs 1 lakh

18,31,331

22,250

18,53,581

9.9564

19,10,805

14,347

19,25,152

10.3408

0.3844

 

ndividual shareholders holding nominal share capital in excess of Rs1 lakh

8,33,874

 

8,33,874

4.4791

11,17,505

0

11,17,505

6.0026

1.5235

(c)

Others (specify)

 

 

 

 

 

 

 

 

 

 

Directors and Relatives

9,731

-

9,731

0.0522

9,731

-

9,731

0.0522

-

 

EPF

3580

-

3580

0.0192

3,580

-

3,580

0.0192

-

 

Hindu Undivided Family

2,51,870

-

2,51,870

1.3529

-

-

-

-

-1.3529

 

Non Resident ndians

4,48,871

-

4,48,871

2.4110

5,00,502

-

5,00,502

2.6884

0.2773

 

Clearing Members

22,533

-

22,533

0.1210

2,097

-

2097

0.0112

-0.1097

 

Resident HUF

-

-

-

-

2,69,423

-

2,69,423

1.4471

1.4471

 

TRUSTS

-

-

-

-

7,000

-

7,000

0.0376

0.0376

 

Others

7,36,585

-

7,36,585

3.9565

792333

-

792333

4.2559

0.2994

 

Sub- Total (B)(2)

42,49,521

22,250

42,71,771

22.9456

47,00,232

14,347

47,14,579

25.3241

2.3785

 

Total Public

5977680

22250

59999000

32.2283

5985583

14,347

59,99,930

32.2283

0.00

 

Shareholding (B)= (B)(1)+(B)(2)

 

 

 

 

 

 

 

 

 

(C)

Shares held by Custodian for GDRs and ADRs

 

 

 

 

 

 

 

 

 

 

GRAND TOTAL (A)+(B)+(C)

18594676

22250

18616926

100

18602579

14347

18616926

100

0.00

 

S.No.

Shareholder's Name

Shareholding at the beginning of the year (as on 01.04.2018)

Shareholding at the end of the year (as on 31.03.2019)

% change in shareholding during the year

 

 

No. of Shares

% of total Shares of the Company

%of Shares Pledged/ encumbered to total shares

No. of Shares

% of total Shares of the company

% of Shares Pledged/encumbered to total shares

1

ADI BPO Services Limited

12,616,996

67.77

NIL

12,616,996

6777

NIL

-

 

Total

12,616,996

67.77

NIL

12,616,996

67.77

NIL

-

 (III) CHANGE IN PROMOTERS' SHAREHOLDING

S. No.

 

Shareholding at the beginning of the year (as on 01.04.2018)

Cumulative Shareholding during the year

 

 

No. of Shares

% of total shares of the Company

No. of Shares

% of total shares of the company

 

At the beginning of the year

12,616,996

67.77

12,616,996

67.77

 

Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc)

 

 

 

 

 

At the end of the year (as on 31.03.2019)

 

 

12,616,996

67.77

(IV) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF GDRS AND ADRS):

s. No.

Name of Shareholder

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of total shares of the Company

No. of shares

% of total shares of the Company

1

ICICI LOMBARD GENERAL INSURANCE COMPANY LTD

 

At the beginning of the year 01-Apr-2018

564575 3.0325 564575

3.0325

 

At the end of the Year 31-Mar-2019

564575

3.0325

564575

3.0325

2

GOVERNMENT OF SINGAPORE - E

 

 

 

 

 

At the beginning of the year Ol-Apr-2018

390379

2.0969

390379

2.0969

 

At the end of the Year 31-Mar-2019

390379

2.0969

390379

2.0969

3

PINEBRIDGE GLOBAL FUNDS - PINEBRIDGE INDIA

 

 

 

 

 

EQUITY FUND

 

 

 

 

 

At the beginning of the year Ol-Apr-2018

344493

1.8504

344493

1.8504

 

At the end of the Year 31-Mar-2019

344493

1.8504

344493

1.8504

 

 

 

 

 

 

 

s.

No.

Name of Shareholder

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of total shares of the Company

No. of shares

% of total shares of the Company

4

MUKUL AGRAWAL JT1 : PARAM CAPITAL RESEARCH PVT LTD DP/CL ID: IN30021419901246

 

 

 

 

 

At the beginning of the year 01-Apr-2018

0

0.0000

0

0.0000

 

Purchase 10-Aug-2018

100000

0.5371

100000

0.5371

 

Purchase 30-Nov-2018

45000

0.2417

145000

0.7788

 

Purchase 28-Dec-2018

143386

0.7701

288386

1.5490

 

At the end of the Year 31-Mar-2019

288386

1.5490

288386

1.5490

4

MUKUL AGRAWAL JT1 : PARAM CAPITAL RESEARCH PVT LTD DP/CL ID: IN30021424195989

 

 

 

 

 

At the beginning of the year Ol-Apr-2018

0

0.0000

0

0.0000

 

Purchase 21-Sep-2018

185000

0.9937

185000

0.9937

 

Sale 30-Nov-2018

-41614

0.2235

143386

0.7701

 

Sale 28-Dec-2018

-143386

0.7701

0

0.0000

 

Purchase 08-Mar-2019

6614

0.0355

6614

0.0355

 

Purchase 15-Mar-2019

5000

0.0268

11614

0.0623

 

At the end of the Year 31-Mar-2019

11614

0.0623

11614

0.0623

5

PARAMJIT MANN

 

 

 

 

 

At the beginning of the year Ol-Apr-2018

200000

1.0742

200000

1.0742

 

Sale 11-May-2018

-535

0.0028

199465

1.0714

 

Sale 08-Jun-2018

-733

0.0039

198732

1.0674

 

Sale 13-Jul-2018

-448

0.0024

198284

1.0650

 

Sale 17-Aug-2018

-447

0.0024

197837

1.0650

 

Sale 14-Sep-2018

-186

0.0009

197651

1.0616

 

Sale 21-Sep-2018

-258

0.0013

197393

1.0602

 

Sale 16-Nov-2018

-605

0.0032

196788

1.0570

 

Sale 14-Dec-2018

-540

0.0029

196248

1.0541

 

Sale 25-Jan-2019

-350

0.0018

195898

1.0522

 

Sale 01-Feb-2019

-1071

0.0057

194827

1.0465

 

Sale 22-Feb-2019

-546

0.0029

194281

1.0435

 

Sale 15-Mar-2019

-91

0.0004

194190

1.0430

 

At the end of the Year 31-Mar-2019

194190

1.0430

194190

1.0430

6

NIHAR NILEKANI

 

 

 

 

 

At the beginning of the year Ol-Apr-2018

119858

0.6438

119858

0.6438

 

Purchase 13-Jul-2018

12500

0.0671

132358

0.7109

 

Purchase 15-Mar-2019

31000

0.1665

163358

0.8774

 

Purchase 22-Mar-2019

19000

0.1020

182358

0.9795

 

At the end of the Year 31-Mar-2019

182358

0.9795

182358

0.9795

7

PINEBRIDGE INDIA EQUITY FUND

 

 

 

 

 

At the beginning of the year 01-Apr-2018

162000

0.8701

162000

0.8701

 

At the end of the Year 31-Mar-2019

162000

0.8701

162000

0.8701

8

RAMESH S DAMANI

 

 

 

 

 

At the beginning of the year Ol-Apr-2018

115728

0.6216

115728

0.6216

 

Sale 18-May-2018

-628

0.0033

115100

0.6182

 

At the end of the Year 31-Mar-2019

115100

0.6182

115100

0.6182

9

ASIAN MARKETS SECURITIES PVT LTD. DP/CL ID: 1201400000007200

 

 

 

 

 

At the beginning of the year Ol-Apr-2018

0

0.0000

0

0.0000

 

Purchase 21-Sep-2018

100000

0.5371

100000

0.5371

 

Sale 30-Nov-2018

-2500

0.0134

97500

0.5237

 

Sale 07-Dec-2018

-2800

0.0150

94700

0.5086

 

At the end of the Year 31-Mar-2019

94700

0.5086

94700

0.5086

9

ASIAN MARKETS SECURITIES PVT. LTD DP/CL ID: 1201400000009305

 

 

 

 

 

At the beginning of the year Ol-Apr-2018

0

0.0000

0

0.0000

 

Purchase 07-Dec-2018

2800

0.0150

2800

0.0150

 

At the end of the Year 31-Mar-2019

2800

0.0150

2800

0.0150

9

ASIAN MARKETS SECURITIES PVT.LTD CLIENT MARGIN A/C) DP/CL ID: 201400000005106

 

 

 

 

 

At the beginning of the year Ol-Apr-2018

0

0.0000

0

0.0000

 

Purchase 30-Nov-2018

2500

0.0134

2500

0.0134

 

At the end of the Year 31-Mar-2019

2500

0.0134

2500

0.0134

10

DILEEP MORESHWAR WAGLE JT1 : VAIJAYANTI DILEEP WAGLE

 

 

 

 

 

At the beginning of the year Ol-Apr-2018

90000

0.4834

90000

0.4834

 

At the end of the Year 31-Mar-2019

90000

0.4834

90000

0.4834

 

NEW TOP 10 AS ON (31-Mar-2019)

 

 

 

 

                                       

 

(V) SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

s. No.

Name of Director/ KMP

Shareholding at the beginning of the year (as on 01.04.2018)

Change in no. of shares during the year

Cumulative Shareholding during the year/at the end of the year (as on 31.03.2019)

 

 

No. of shares

% of total shares of the Company

Date

Purchase/ Sale

No. of shares

No. of shares

% of total shares of the Company

A. Directors

1

Nishith Arora (Chairman)

Nil

Nil

Nil

Nil

Nil

Nil

Nil

2

D E Udwadia* (Independent Director)

Nil

Nil

Nil

Nil

Nil

Nil

Nil

3

Vijay Sood (Independent Director)

9,731

0.0522

-

-

-

9,731

0.0522

4

Rahul Arora (Managing Director)

Nil

Nil

Nil

Nil

Nil

Nil

Nil

5

Yamini Tandon (Non-Executive Director)

Nil

Nil

Nil

Nil

Nil

Nil

Nil

6

Ambarish Raghuvanshi** (Independent Director)

Nil

Nil

Nil

Nil

Nil

Nil

Nil

7

Sunil Munubhai Shah***

Nil

Nil

Nil

Nil

Nil

Nil

Nil

B. Key Managerial Personnel

1

Sunit Malhotra

Nil

Nil

Nil

Nil

Nil

Nil

Nil

 

(Chief Financial Officer &Company Secretary)

 

 

 

 

 

 

 

* Resigned as Independent Director with effect from March 29, 2019.

** Ambarish Raghuvanshi was appointed as an independent Director with effect from May 01, 2018.

*** Sunil. Manubhai Shah was appointed as an Independent Director with effect from December 11, 2018. Thereafter, he was appointed for a consecutive term of five years with effect from January 18, 2019.

V. INDEBTEDNESS

The Company has not availed any term loan from any bank / financial institution during the financial year 2018-19.

VI.

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A.

REMUNERATION TO MANAGING DIRECTOR, WHOLE-TIME DIRECTORS AND/OR MANAGER: (Rs in [acs)

SI. No

Particulars of Remuneration

Name of MD/WTD/Manager Rahul Arora# (Managing Director)

1

Gross salary

 

 

a) Salary as per provisions contained in Section 17(1) of the Income - Tax Act, 1961

Refer note 1

 

(b) Value of perquisites under Section 17(2) of Income-Tax Act,1961

-

 

c) Profits in lieu of salary under Section 17(3) of Income - Tax Act, 1961

-

2.

Stock Option

-

3.

Sweat Equity

-

4.

Commission

-

 

- as % of profit

 

 

- Others, specify

 

5.

Others, please specify

-

 

Total (A)

-

 

Ceiling as per the Act

Rs 536.8 lakhs (being 5% of the net profits of the Company for the year ended March 31, 2019 computed as per section 198 of the Companies Act, 2013)

B. REMUNERATION TO OTHER DIRECTORS (NON EXECUTIVE INDEPENDENT DIRECTORS)

(Rs in lacs)

SI. No

Particulars of Remuneration

Name of Directors

 

Mr. D. E. Udwadia

Mr .Vijay Sood

Mr. Ambarish Raghuvanshi

Mr. Sunil Manubhai Shah

Total Amount

1

Fee for attending Board 10.20 Committee Meetings

13.60

8.40

1.40

33.60

2

Commission *

14.12

19.16

11.09

2.01

46.40

3

Others, please specify

-

-

-

-

-

 

Total (B)

 

 

 

 

80.00

 

Ceiling as per the Act

Ceiling for the commission is Rs107.36 lakhs (being 1% of the net profits of the Company for the year ended March 31, 2019 computed as per Section 198 of the Companies Act, 2013.)

 

Total Managerial

 

 

Refer Note 1

 

 

 

Remuneration (A+B)

 

 

 

 

 

 

Overall Ceiling as per the Act

Rs1180.96 lakhs (being 11% of the net profits of the Company for the year ended March 31, 2019 computed as per Section 198 of the Companies Act, 2013.)

Note 1: * Mr Rahul Arora was CEO and Whole Time Director of the Company till August 11, 2018 and was appointed as Managing Director of the Company elective from August 12, 2018. The Appointment is for a term of 5 years w.e.f August 12, 2018 to August 11, 2023 and the Remuneration was approved by the shareholders by way of special resolution passed by postal ballot on October 24, 2018. He received a total of Rs 228.44 lakhs (including PLB) as remuneration in USD from the branch of the Company at USA, which is not subject to income tax at India under the Income Tax Act, 1961. The salary level at USA is not comparable to the salary level in ndia

Note 2: "Commission pertains to the financial year 2018-19, to be paid during the financial year 2019-20

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

(Rs in lacs)

SI. No

Particulars of Remuneration

Key Managerial Personnel

CEO & Whole Time Director*

CFO & Company Secretary Sunit Malhotra

1

Gross salary

 

 

 

a) Salary as per provisions contained in Section 17(1) of the Income - Tax Act, 1961

 

58.26

 

b) Value of perquisites under Section 17(2) of Income - Tax Act, 1961

 

-

 

c) Profits in lieu of salary under Section 17(3) of Income - Tax Act, 1961

Covered under point VI (A)

~

2.

Stock Option

 

-

3.

Sweat Equity

(in WTD)

-

4.

Commission

 

-

 

- as % of profit

 

 

 

- others, specify

 

 

5.

Others, please specify

 

-

 

Total

 

58.26

*Mr Rahul Arora was CEO and Whole Time Director of the Company till August 11, 2018 and was appointed as Managing Director of the Company effective from August 12, 2018.

VII.PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES AGAINST COMPANY/ DIRECTORS/OFFICERS IN DEFAULT:

Type Section of the Brief H Details of Authority Appeal made. Companies Act Description Penalty/ [RD/NCLT if any (give Punishment/ / COURT] details) Compounding fees imposed

Penalty

Nil

Nil

Nil

Nil

Nil

Punishment

Nil

Nil

Nil

Nil

Nil

Compounding

Nil

Nil

Nil

Nil

Nil

 

 

For and on behalf of the Board of Directors

 

 

Date: May 17, 2019

Nishith Arora

Place: Gurugram

Chairman

Annexure E

ANNUAL REPORT ON CSR ACTIVITIES OF MPS LIMITED DURING THE YEAR ENDED MARCH 31, 2019.

1. A brief outline of the Company's CSR Policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs:

The Corporate Social Responsibility ('CSR') is an integral part of the social performance of the Company. Our CSR activities intend to make a positive difference to society and contribute its share towards the social cause of betterment of the society and the area in which it operates. Our focus areas comprise of education to underprivileged children, healthcare, research, mental illness, empowering poor and marginalized.

In its CSR Policy, the Company encompasses its philosophy for delineating its responsibility as a Corporate Citizen and lays down the guidelines and mechanism for undertaking socially useful programmes for welfare and sustainable development of the community at large and empowers MPS to undertake all or any of the activities as specified under Schedule VII to the Companies Act, 2013 (the "Act")

The Corporate Social Responsibility (CSR) Policy of the Company, as approved by the Board of Directors, is available on the Company's website at www.mpslimited.com.

2. Composition of Corporate Social Responsibility

Committee

The CSR committee of the Board is responsible for overseeing the execution of the Company's CSR Policy. The CSR Committee comprises of one Independent Director, the Chairman and Managing Director of the Company. The Members of the Committee are:

Mr. Nishith Arora, (Chairman)

Mr. Vijay Sood, (Independent Director)

Mr. Rahul Arora, (Managing Director)

3. Average net profit of the Company for last three financial years: Rs 9847.14 Lakhs

1. Prescribed CSR Expenditure (2% of the amount mentioned at point 3 above): Rs 196.94 lakhs.

2. Details of CSR spent during the financial year:

(i) Amount spent during the financial year 2018-19: Rs 196.36 Lakh

(ii) Amount unspent, if any: Rs 0.58 Lakhs*

* The marginal shortfall in the approved budget was due to non-receipt of funds request by Sambandh Healthcare Foundation as per approved budget.

During the year, the Company has undertaken the following CSR Projects:

A. Girls Education through IIMPACT

Education is an essential part of a living being, whether it's a boy or a girl. It helps an individual to be smarter, to learn new things and to know about the facts of the world. Education plays one of the most important roles in Women Empowerment. Education helps women to be more productive in her work. A knowledgeable woman has the skills, information, talent, and self-confidence that she requires to be a superior mother, employee, and resident. In association with IIMPACT, a non-profit making organization, MPS continued its support to "MPS Limited - Girl's Education Project", for imparting primary education to out-of-school under privileged girls, between 6 to 14 years of age, from marginalized communities across India.

Under this Project, MPS adopts various teaching schools, called "Learning Centers" wherein Company covers the cost of running these Learning Centers, such as teachers and other staff salaries, teacher's training, teaching and learning materials for students. Girl's education is one of the most effective ways for ending poverty in developing nations. This Project is based on deep realization that education is the only tool with which a girl or a woman can empower herself and eventually her family.

Teachers Training:

In order to ensure successful implementation of the curriculum IIMPACT conducts trainings for teachers on a regular basis. These trainings are primarily aimed at enhancing the knowledge base of the participants thereby enlightening them with different methodologies that can be incorporated in teaching. Education is a continuous process of learning with different experiences in our life and also in our formal education system. It is very important for a teacher that she/he is aware of how a child learns, what should be taught and how he/she can deliver their best in the classroom in spite of all the diversities in the group namely age, physical capabilities, mental diversities, and health and also with the students background diversities. All over teacher training makes a teacher capable to teach according to the students, ensure subjective concepts are clear and a as result children are confident and disciplined. At the end of each training, the teacher gains a certain set of knowledge and skills to understand how and when various tools best support their curriculum and when should they be introduced in the classroom.

The Company's contribution to this Project is in accordance with the requirements of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, and Schedule VII to Act. During the financial year 2018-19, the Company contributed an amount of Rs 103.68 lakhs towards this Project.

B. Computer Education to Underprivileged Students through Computer Shiksha:

Computer Shiksha offers computer literacy service programmes as a service to the schools who are already successfully engaging with the communities but do not have assets and resource capabilities to produce an effective digital literacy programme. With a dream to bridge the digital divide in country they intend catering to all sections of society which are not computer literate. Started at the bottom of the pyramid by enabling those who have the least hope of getting computer literate in the near future.

Computer Shiksha is currently operational 230 CS enabled centers across eleven providing world class computer education to 40000+ children from under-served communities in 13 different states and expanding fast.

Computer Shiksha won The best NGO AWARD amongst SAARC countries in Learning & Education category and also has been certified to be having 'Desirable Norms prescribed for Good Governance of voluntary organizations" by CAI, Credibility Alliance, a global organization certifying NGOs.

The Company's contribution to this Project is in accordance with the requirements of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, and Schedule VII to Act. During the financial year 2018-19, the Company contributed an amount of Rs 24.00 lakhs towards this Project.

C. Mental Health Care through Sambandh:

Mental disorder nowadays has become a major concern all over the world. Mental Disorder is estimated to be the second largest cause of morbidity and mortality. Today in India the attention given to mental health is grossly inadequate. The absence of a strategic plan, the dire lack of mental health resources, inadequate number of health professionals, including psychiatrists and mental health professionals, deeply rooted beliefs that mental illness can be treated by faith or traditional healers, together with the pervasive stigma leaves both families and their loved ones suffering in silence.

Sambandh has successfully completed three years, with the support of MPS Limited in the villages under community mental health programme. With the vision to provide, support to people, living with serious mental illness and their families. The programme also develops community support structures with their community

Sambandh Health Foundation is a charitable trust dedicated to understanding mental illness and addressing mental health issues in India. The objectives encompass building the capacity of people living with mental illness and their families to lead fuller lives, raising awareness about mental health and mental illness while advocating for improved treatment and community supports.

Sambandh Health Foundation is successfully running a community mental health programs in Gurgaon for the last five years. The program draws upon the recovery research, strengths based practices, and the principles of community development. The programs and activities facilitate the capacity of to gain life skills, make social connections, and rebuild bonds with their natural communities. This is accomplished by building social skills, confidence, facilitating social inclusion and the independence to choose desired life paths. Sambandh initially initiated such activities from a Community Integrated Center (CIC) from a government polyclinic in Gurgaon. CIC is a day support center designed to help people suffering from mental illness to recover and get back to normal society. CIC is being run successfully for past several years. Sambandh current project areas are:

• Gurgaon Gaon

• Gandhi Nagar (including Shivji Park, Sakti Park and Om Nagar)

• Basai (including Basai Enclave, Bhawani Enclave)

• Jharsa.

The Company's contribution to this Project is in accordance with the requirements of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, and Schedule VII to Act. During the financial year 2018-19, the Company contributed an amount of Rs 26.02 lakhs towards this Project.

D. Imparting Higher Values of Life through Vedanta Cultural Foundation:

Education is the penance to all evils. Including Higher Values of life in today's education system has become a necessity. Today's youth, if educated with Values of life, will help build a better nation tomorrow. With this objective, the Company, during the previous year, undertook the project of "Imparting Higher Values of Life" in youths through educational programs and lectures in association with Vedanta Cultural Foundation (VCF), a public charitable trust registered  under the provisions of the Bombay Public Trust Act, 1950, established in 1976 by renowned philosopher Mr. A. Parthasarathy and continued its support during the financial year 2018-19 too. VCF runs Vedanta Academy in Malavli, near Pune, Maharashtra, India, which is a unique educational institution designed to build the intellect and instill higher values of life. It harnesses the different aspects of the student's personality for self-development through education, yoga, sports, research and welfare activities.

VCF conducts various educational programs (on tuition-free basis) in its Vedanta Academy such three-year full-time residential courses, youth camps for students as well as corporate seminars and retreats for professionals and business persons. The Academy disseminates knowledge through a scientific programme of study and reflection. It encourages a spirit of enquiry based on liberal approach that enables the development of the intellect and not merely providing intelligence on a subject.

The Company's contribution to this Project is in accordance with the requirements of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, and Schedule VII to Act. During the financial year 2018-19, the Company contributed an amount of Rs 20 lakhs towards this Project.

E. Care Centers for Physically Challenged Children

During the financial year 2018-19, the Company continued to provide financial assistance to establish homes for mentally retarded and physically handicapped children, providing opportunities for rehabilitation and use of their limited talents and youth in their respective fields through a registered charitable trust "Prem Charitable Trust".

The Company's contribution to this Project is in accordance with the requirements of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, and Schedule VII to Act. During the financial year 2018-19, the Company contributed an amount of Rs 12 lakhs towards this Project.

F. Empower the poor and the marginalized SAPNA

During the financial year 2018-19 Company

associated in the new Project "Empowering the poor and marginalized" through NGO Sapna, a registered charitable trust, engaged, inter-alia, to work towards the creation of a just and equitable society, empowering of the poor and marginalized communities, to create public awareness and participation in the social and economic up-liftment of society and to work in the area of health and medical aid, sanitation, education, self-employment, social welfare & community development.

The project supported by the Company will give a short stay to sick and destitute, a project of NGO Sapna Anandam (A home for Sick and Destitute).

The Company's contribution to this Project is in accordance with the requirements of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, and Schedule VII to Act. During the financial year 2018-19, the Company contributed an amount of Rs 5.66 lakhs towards this Project.

G. Imparting High Values of Life through Vedanta Institute Delhi

During the financial year 2018-19 Company associated with the new Project with Vedanta Institute Delhi, a Public Charitable Trust registered in Delhi, to promote, advance, diffuse, and propagate education, knowledge and research in philosophy, culture, heritage, Vedanta allied subjects in India and Abroad and to make available financial aid or other assistance in any manner in India and abroad for the knowledge, study, education, and research of philosophy, culture, heritage, Vedanta and allied subjects.

The Company's contribution to this Project is in accordance with the requirements of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, and Schedule VII to Act. During the financial year 2018-19, the Company contributed an amount of Rs 5.00 lakhs towards this Project

Details of the amount spent on CSR activities are detailed below:

SI. No

CSR project or activity identified

Sector in which the Project is covered

Projects or programs (1) Local area or other (2) Specify the State and district where projects or programs were undertaken

Amount outlay (budget) project or programs wise

Amount spent on the projects or programs Subheads: 1. Direct expenditure on projects or programs 2. Overheads

Cumulative expenditure upto to the reporting period

Amount spent: Direct or through implementing agency

1

Imparting quality primary education to young girls between 6 to 14 years of age, from marginalized communities titled as MPS Limited Girls Education Project

Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects.

Project is being carried on in local as well as other areas. Project is being carried on in rural areas in various districts of Uttarakhand, Himachal Pradesh, Haryana & Rajasthan

Rs1 Lakh/-per Learning Center per annum.

Direct Expense: Rs 103.68 lakhs

Overheads: Nil

Rs 103.68 lakhs

Through implementing agency: IIMPACT

2

Imparting High Values of Life in youths through educational programs and lectures

Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects.

Project is being carried on in local as well as other areas. Project is being carried on in Maharashtra and other various locations in India.

Rs 20 lakhs

Direct Expense: Rs 20 lakhs

Overheads: Nil

Rs 20 lakhs

Through implementing agency: Vedanta Cultural Foundation

3

Imparting free 'Computer Education' to underprivileged students

Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects.

Project is being carried on in local as well as other areas. Project is being carried on in Gurgaon, Haryana, Rajasthan, UP and Punjab.

Rs 24 lakhs

Direct Expense: Rs 24 Lakhs

Overheads: Nil

Rs 24 lakhs

Through implementing agency: Computer Shiksha

4

Addressing "Mental Health Care"

Promoting preventive health care.

Project is being carried on in local area.

Project is being carried on in the villages of Gurgaon district

Rs 26.60 lakhs

Direct Expense: Rs 26.02

Overheads: Nil

Rs 26.02 lakhs

Through implementing agency: Sambandh Health Foundation

 

SI. No

CSR project or activity identified

Sector in which the Project is covered

Projects or programs (1) Local area or other (2) Specify the State and district where projects or programs were undertaken

Amount outlay (budget) project or programs wise

Amount spent on the projects or programs Subheads: 1. Direct expenditure on projects or programs 2. Overheads

Cumulative expenditure upto to the reporting period

Amount spent: Direct or through implementing agency

5

"Supporting Care Centers for Physically Challenged Children"

Promoting preventive health care.

Project is being carried on in local area.

Project is being carried on in Chennai

Rs 12 Lakhs

Direct Expense: Rs 12 Lakhs

Overheads: Nil

Rs 12 Lakhs

Through implementing agency: Prem Charitable Trust

6

Imparting High Values of Life in youths through educational programs and lectures

Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects.

Project is being carried on in local as well as other areas.

Rs 5 Lakhs

Direct Expense: Rs 5 Lakhs

Overheads: Nil

Rs 5 Lakhs

Through implementing agency: Vedanta Institute Delhi

7

Empower the poor and the marginalized

 

 

Rs 5.66 Lakhs

Direct Expense:

Rs 5.66 Lakhs

Through implementing agency: NGO Sapna

 

TOTAL

-

-

-

 

196.36 Lakhs

-

Responsibility Statement:

The implementation and monitoring of CSR Policy of the Company is in compliance with CSR objectives and Policy of the Company.

For MPS Limited

 

Nishith Arora

(Chairman - CSR Committee)

Date: May 17, 2019

Place: Gurugram

Rahul Arora

Managing Director

 

DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT:

Disclosure of Particulars with Respect to Technology Absorption, Research& Development:

1.

Specific areas in which R & D was carried out by the Company

• A new product branded as 'MPS Review' launched for Manuscript Submission and Review. This addresses long pending market demand and makes our solution comprehensive.

• Advanced analytics and reporting dashboards

• Rights and Permission Management System

• Content Profiling to check the complexity of content

• HTML5/CSS based auto composition

• Further automation in the composition engine and quality checking tools

• PDF automation tools

• Optimization of production process and workflow

• Custom Development and QA projects for customers

• Technology migration

• Digital Asset Management integrated with MPSTrak

• Enhancements done on ScholarStor

• Custom Development and QA projects for customers:

- Advanced editing and XML generation tools

- Advanced graphics automation tools

- Advanced server based auto composition systems

- Implementation of workflows / processes with more automation

- Cloud based systems including remote workspace

2.

Benefits derived from the above

• Improved competitive positioning

• Improved business continuity at optimized cost

• Improved communication standards and cost efficiency

• Improvement in quality and consistency of service deliveries

• Improved productivity with lean workflow

3.

Future plan of action

• Enhancing DigiCore platform as per project roadmap

• Further enhancing security of cloud architecture and platforms

• HTML5-based composition system with automated quality tools

• Further leverage of HTML5 for providing enhanced experience and powering

interactive products

• Migration of more systems to cloud with increased scalability and availability

• Centralization of key processes for cost efficiency

• Improved process automation resulting in increased productivity

4.

Expenditure on R & D result

Expenses on R&D towards development and enhancement of platforms like

DigiCore (Digital Publishing Platform), Ms Submission and Peer Review and

Rights & Permissions Management System.

Technology Absorption, Adaptation and Innovation

1.

Efforts in brief made towards technology absorption, adaptation, and innovation.

• Implementing projects using latest technologies like Machine Learning, Artificial Intelligence and Natural Language Processing for achieving higher automation and reducing touch time

• Development and implementation of innovative cloud-based systems for end-to-end publishing services

• Adoption of PCI-DSS standards of security

• Implementation of ITIL process frame work and IS 27001

• Implementation of deep security processes for key applications

2.

Benefits derived from the above

• Increased value addition to customers leading to higher satisfaction

• Tangible benefits to clients in terms of reducing time to publish and increasing productivity

• More secured and scalable products

• Improved customer interests and associated service/technology requests from various customers

• Standardization of measurement techniques and information flows

• Ability to produce and deliver larger value at existing resource level

3.

Imported Technology

No technologies were imported

 

 

For and on behalf of the Board of Directors

 

 

Gurugram

Nishith Arora

May 17, 2019

Chairman

 


Mar 31, 2018

The Board of Directors hereby submits their Forty-Eighth Annual Report on the business and operations of your Company along with Audited Financial Statements for the financial year ended March 31, 2018.

FINANCIAL HIGHLIGHTS

The summary of the financial performance of the Company during the financial year 2017-18 is as under: Rs,in lacs)

Standalone

Consolidated

Particulars

For the year ended 31.03.2018

For the year ended 31.03.2017

For the year ended 31.03.2018

For the year ended 31.03.2017

Gross Income

24,343.33

24,161.73

29,001.23

30,811.96

Profit Before Interest, Depreciation and Tax (Excluding Exceptional Income)

10,822.98

10,540.42

11,003.22

11,272.24

Finance Charges

12.66

17.46

12.66

17.46

Provision for Depreciation

753.72

459.69

804.53

588.45

Profit Before Tax (Excluding Exceptional Item)

10,056.60

10,063.27

10,186.03

10,666.33

Exceptional Cost

-

-

-

411.40

Provision for Tax

3,235.41

3,149.23

3,165.09

3,213.01

Net Profit After Tax

6,821.19

6,914.04

7,020.94

7,041.92

Other Comprehensive Income

(62.69)

(38.43)

28.04

(268.26)

Total comprehensive income for the year, net of tax

6,758.50

6,875.61

7,048.98

6,773.66

Retained Earnings brought forward from previous year

15,161.25

8,942.22

15,747.08

9,400.17

Retained Earnings available for appropriation

21,982.44

15,856.26

22,768.02

16,442.09

Transfer to General Reserve

-

695.01

-

695.01

Surplus Carried to Balance Sheet

21,982.44

15,161.25

22,768.02

1 5,747.08

OPERATIONAL HIGHLIGHTS Standalone

The revenue from operations on standalone basis for the year ended March 31, 2018 stood at RS,218.34 crores as against RS,223.56 crores for the previous year. The standalone Profit after tax and before other comprehensive income for the year ended March 31, 2018 was RS,68.21 crores and EPS H36.64 per share as against RS,69.14 crores and H37.14 per share respectively for the previous year. No amount has been transferred to General Reserve during the year ended March 31, 2018 as compared to an amount of RS,6.95 crores for the previous year.

Consolidated

The consolidated revenue from operations for the year ended March 31, 2018 stood at RS,267.03 crores as against RS,288.70 crores for the previous year. The consolidated Profit after Tax and before other comprehensive income for the year ended March 31, 2018 was RS,70.21 crores and EPS RS,37.71 per share as against RS,70.42 crores and H37.83 per share respectively for the previous year. Nil amount has been transferred to General Reserve during the year ended March 31, 2018 as compared to an amount of RS,6.95 crores for the previous year.

In the preparation of Financial Statements the provisions of the Companies Act, 2013 (the "Act"), read with the Companies (Accounts) Rules, 2014, applicable Accounting Standards and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") have been followed.

DIVIDEND

Based on the Company''s performance, the Board of Directors have recommended a dividend of H12 per equity share (face value H10 per equity share), amounting to RS,26.93 Crores including dividend distribution tax, for the financial year 2017-2018. The dividend is subject to the approval of shareholders at the ensuing Annual General Meeting of the Company and will be paid within statutory period, to the members whose names appear in the Register of Members, as on Tuesday, July 24th 2018.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, an amount of H83,434 was transferred to the Investors Education and Protection Fund established by the Central Government under Section 125 of the Act.

Details regarding unclaimed dividend has been updated on the website of the Company, www.mpslimited.com. The shareholders, who have not yet claimed any of their previous dividends, are requested to contact the Company''s Registrar and Share Transfer Agent (the "RTA") for claiming the same. The contact details of the RTA are provided in the Annual Report as well as on the Company''s website.

CONSOLIDATED FINANCIAL STATEMENT

Consolidated Financial Statement prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian accounting Standards) Rules, 2015 notified under Section 133 of Companies Act, 2013 is separately disclosed in the Annual Report. Your Company has adopted Indian Accounting Standards for the first time.

The consolidated financial statement up to and for the year ended 31 March 2017 were prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (previous GAAP), notified under Section 133 of the Act and other relevant provisions of the Act.

As per the requirements of Section 129 of the Act read with Rule 5 of the Companies (Account) Rules, 2014, a statement containing salient features of the financial statements of subsidiaries in Form AOC -1, is attached to the Consolidated Financial Statement.

STATUTORY AUDITORS AND AUDIT REPORT

At the 46th Annual General Meeting ("AGM") held on July 19, 2016, M/s. BSR & Co. LLP, Chartered Accountants, (firm registration no. 101248W/W-100022) had been appointed as the Statutory Auditors of the Company for a term of 5 years to hold office till the conclusion of the 51st AGM of the Company to be held in the calendar year 2021.

The Audit Report on the Financial Statements of the Company for the financial year ended March 31, 2018 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 have not reported any matter under Section 143(12) of the Act, and therefore no details are required to be disclosed under Section 134 (3)(ca) of the Act.

SHARE CAPITAL

During the year there has been no change in the paid up equity share capital of the Company which 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.

ACQUISITION

Think Subscription: During the year the Company acquired THINK Subscription (Provo, Utah) from Digital River on April 1, 2017. The Company migrated technical operations and support to Noida and integrated Business Development and Marketing with MPS North America LLC and Noida Office. The THINK Subscription platform has been integrated with MPS'' platforms, Scholar Stor and MPS Insight, and the three are now offered as a platform suite - THINK360. The suite architecture is in a modular manner allowing our customers to pick and choose, depending on their legacy systems and current investments.

TATA Interactive Systems: After the close of the financial year the Company and Tata Industries Limited have entered into definitive agreements on April 24, 2018 for the acquisition of E-Learning business of TATA Industries Limited. Over the last 27 years, Tata Interactive Systems (TIS) has established itself as a pioneer in this area. The company''s innovative products and services are driven by excellence in learning and development and process efficiency. Through this acquisition, MPS will acquire:

Tata Interactive Systems India: High end custom digital learning delivery including web-based learning, simulations, serious games, custom apps, and micro learning

Tata Interactive Systems AG: Assessment Engine, Learning Management Platform, and custom digital learning services

- Tata Interactive Systems GmbH: Multiplayer workshop-based simulations platform for management education.

The Company is confident that the transaction will close in the near future on fulfillment of customary closing conditions. This acquisition willprovide the platform to your company to enter into the Enterprise Learning Solutions market and add a global sales and marketing engine.

SCHEME OF AMALGAMATION

Your Company is one layer subsidiary of ADI BPO Services Limited and any acquisition(s) by the Company involving two layers of Indian subsidiaries would not be possible as per the notified Companies (Restriction on number of layers) Rules 2017. Therefore to provide flexibility for the Company to consider acquisition opportunity of an Indian entity having an existing subsidiary at India the Board of Director of the Company, at its meeting held on 22nd January 2018, had approved the Scheme of Amalgamation of ADI BPO Services Limited (post demerger of its infrastructure Management Business Undertaking) with the Company as per Section 230 to 232 read with section 66 of the Companies Act 2013. This scheme has no impact on the financial structure or the public shareholding in the Company.

SUBSIDIARIES

MPS North America, LLC (MPS North America), wholly owned subsidiary of your Company, is focused on content creation and development, project management, and media asset development for K12, Higher Education, and Academic and STM publishers.

The revenue of MPS North America for the year ended March 31, 2018 was RS,71.27 crores compared to RS,79.69 crores during the previous year. The Profit Before Tax for the year was RS,3.60 crores and Profit after Tax and before other comprehensive income was RS,2.69 crores as compared to the previous year''s Profit Before Tax of RS,1.53 crores and Profit After Tax and before other comprehensive income of RS,0.86 crores respectively.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company''s subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents, and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

Restructuring or closure of subsidiaries during the year

MagPlus Inc - MagPlus Inc, step down foreign subsidiary of the company, merged with MPS North America LLC, a wholly owned Subsidiary Company of the Company, with effect from August 10, 2017.

Mag AB - Mag AB, wholly owned foreign subsidiary of the Company was dissolved with effect from December

21, 2017 by transfer of Software and Intellectual Properties registered in its name to MPS Limited.

BOARD MEETINGS

The Board met four (4) times during the financial year 2017-18, to transact the business of the Company. Details of the Board meetings, including the attendance of Directors at these meetings are covered in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two consecutive Board meetings did not exceed 120 days.

AUDIT COMMITTEE

Audit Committee of your Company is constituted in accordance with the provisions of Section 177 of the Act and the Listing Regulations. Composition, role, terms of reference, and details of meetings of the Audit Committee are provided in the Corporate Governance Report forming part of the Annual Report.

BOARD EVALUATION

Pursuant to the provisions of the Act and the corporate governance requirements as prescribed under Listing Regulations, the Board of Directors carried out an annual performance evaluation of individual Directors including the Chairman, the Board as a whole and its Committees based on the criteria set out by the Nomination and Remuneration Committee. The performance of the

Board was evaluated after seeking inputs from individual Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, quality of relationship between the Board and the management, etc.

The Board reviewed the performance of the individual Directors on the basis of criteria such as contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

The Board evaluated the performance of the Committees after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, quality of relationship of the Committee and the management, etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, Board as a whole and the Chairman were evaluated, taking into account the views of Executive Directors and Non Executive Directors. This was discussed in the Board meeting, at which the performance of the Board, its Committees and individual Directors were also discussed. The entire Board, excluding the Independent Director being evaluated, completed the performance evaluation of Independent Directors.

DIRECTORS, KEY MANAGERIAL PERSONNEL, AND EMPLOYEES Director Retiring by Rotation

In accordance with the provisions of the Act and the Articles of Association of the Company, Ms. Yamini Arora, retires by rotation at the ensuing AGM and being eligible, offers herself for re-appointment. Accordingly, a resolution is included in the Notice of the forthcoming 48th Annual General Meeting of the Company for seeking approval of members for his appointment as a director of the Company.

Changes in the Board and Key Managerial Personnel

Board

Mr. Nishith Arora was appointed as Non - Executive Director of the Company w.e.f. May 15 2017

Mr. Ashish Dalal resigned as Independent Director of the Company with effect from March 9, 2018. The Board appointed Mr. Ambarish Raghuvanshi as an Independent Director to hold office with effect from May 01, 2018 and up to April 30, 2023, subject to the approval of shareholders at the ensuing Annual General Meeting of the Company.

A brief resume, details of expertise and other Directorships/Committee memberships held by the above Directors, form part of the Notice convening the 48th AGM of the Company.

Independent Directors 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.

Key Managerial Personnel

Mr. Hitesh Jain, Company Secretary resigned from the Company with effect from September 12, 2017. The Board of Directors, on recommendation of the Nomination and Remuneration Committee, at its meeting held on October 23, 2017 appointed Mr. Sunit Malhotra as the Company Secretary of the Company with effect from October 23, 2017. Mr. Malhotra has been working as Chief Financial officer of the Company since November 2012.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s R Sridharan and Associates, Practicing Company Secretaries, carried out the Secretarial Audit of the Company during the financial year 2017-18. The Secretarial Audit Report, for the financial year 2017-18 prepared by them, is annexed to this Report as Annexure A.

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

Secretarial Auditors had also not reported any matter under Section 143 (12) of the Act, and therefore no details are required to be disclosed under Section 134 (3)(ca) of the Act.

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

Pursuant to Section 186 of the Act and Schedule V of the Listing Regulations, disclosure on particulars relating to loans, advances, guarantees and investments are provided in the Financial Statements. All the investments made by the Company were in accordance with the provisions of Section 186 of the Act and the rules made there under.

During the financial year under review, your Company has neither obtained any secured term loan nor provided any secured/unsecured loan to other bodies corporate or guarantees/securities with respect to any such loan.

UTILIZATION OF THE PROCEEDS FROM QUALIFIED INSTITUTIONAL PLACEMENT

Your Company had raised a sum of H 150 crores through "Qualified Institutional Placement" (the "QIP") during the financial year 2014-15. 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.

Details of the funds utilized and remaining unutilized as on March 31, 2018 is as follows :-

(Figures in Lakhs)

QIP Fund (net of expenses)

14,780

Acquisition of Mag companies (net of working

(2,328)

capital adjustments)

Acquisition of Think Subscription business

(428)

Expenses incurred on acquisition opportunity

(28)

QIP Fund pending unutilization

11,996

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed criteria for appointment, performance evaluation and for determining remuneration of Directors, Key Managerial and Senior Management Personnel. The Board has also adopted a Nomination and Remuneration Policy for Directors, Key Managerial Personnel/Senior Management and other employees, which is annexed as Annexure B to this Report.

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 related to the remuneration of Directors and Key Managerial Personnel are set out in Annexure C to this Report.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm the following:

a. In the preparation of the Annual Accounts for the financial year ended March 31, 2018, 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 these 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 CONTROLS

The Company has an external and independent firm of Internal Auditors that scrutinizes the financials and other operations of the Company. Based on the framework of internal financial controls and compliance systems, established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors, including audit of internal financial controls over financialreporting by the Statutory Auditors, and the reviews performed by management and the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2017-18.

RISK MANAGEMENT

The Company has in place, a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Identification of the business risks and their mitigation is a continuing process. Based on the diversified scale of business operations, 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 behavior together form a system that governs how the Company conducts its business and manage the associated risks.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year 2017-18, were on arm''s length basis and in the ordinary course of business. The Audit Committee reviews all the related party transactions and approves wherever such approval is required as per the provisions of Section 188 of the Act, rules made there under, Regulation 23 of the Listing Regulations, and applicable Accounting Standards. 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 financials statements of the Company.

Your Company has formulated a Policy on Related Party Transaction disseminated on the Company''s website www.mpslimited.com.

VIGIL MECHANISM

The Company has adopted a "Whistle Blower Policy" (the "Policy"), through which employees are provided a platform 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. Directors and employees can report to the Chairman of the Audit Committee and Company Secretary or Ombudsman, on a confidential basis, any practices or actions believed to be inappropriate or illegal. It is affirmed that no person has been denied access to the Audit Committee. The Policy provides complete confidentiality and safeguard of the employees who raises the whistle against such improper conduct

Policy has been communicated to all the Directors and employees of the Company through intranet site of the Company.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has a Policy for prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaint Committees have been constituted at all the locations of the Company in India to redress the complaints, if any, received. The details of the complainant are kept confidential. 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 annexed to this Report as Annexure D.

CORPORATE SOCIAL RESPONSIBILITY

MPS has been an early adopter of Corporate Social Responsibility (the "CSR") initiatives. In terms of the provisions of Section 135 of the Act your Company has constituted a CSR Committee. The composition and terms of reference of the CSR Committee are provided in the Corporate Governance Report forming part of this Annual Report. The Company has also formulated a CSR Policy which is available on the website of the Company viz. www.mpslimited.com.

Your Company has during the year, evolved various CSR initiatives which includes imparting primary high-quality education to out-of-school under privileged girls, imparting computer education to underprivileged children, providing tailored made education to students with learning disabilities, building intellect and instill higher values of life in youths through education, building strengths of a person affected with mental illness and providing support to home/ care-center for mentally retarded and physically handicapped children. Your Company has also devised proper system to monitor the CSR activities as per its CSR Policy.

In terms of the provisions of Section 135 of the 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.

CORPORATE GOVERNANCE

Your Company believes in adopting best practices of corporate governance and adheres to the standards set out by the Securities and Exchange Board of India. Corporate governance is about maximizing shareholder''s value legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the term. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

A detailed report on Corporate Governance, pursuant to the requirements of Regulation 34 of the Listing Regulations, forms part of the Annual Report together with a certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance.

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 H218.18 crores as against H223.36 crores for the previous year ended March 31, 2017. Foreign exchange outgo was H17.04 crores as against H12.56 crores for the previous year. Thus, the net foreign exchange earned by the Company during the year ended March 31, 2018 was H201.14 crores.

SIGNIFICANT DEVELOPMENTS AFTER THE CLOSE OF THE FINANCIAL YEAR

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY ANY REGULATORS OR COURT

During the year under review, no significant material order was passed by any regulator or court that would impact the going concern status or future business operations of the Company.

APPRECIATION

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates and Central and State Governments for their consistent support and encouragement to the Company. We place on record our appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of the Board of Directors

Gurugram Nishith Arora

May 23, 2018 Chairman


Mar 31, 2017

Dear Members,

The Board of Directors hereby submits their Forty - Seventh Annual Report on the business and operations of your Company along with Audited Financial Statements for the financial year ended March 31, 2017.

Financial Highlights

The summary of the financial performance of the Company during the financial year 2016 - 17 is summarized as under:

(Rs.in lacs)

Standalone

Consolidated

Particulars

For the year ended

For the year ended

For the year ended

For the year ended

31.03.2017

31.03.2016

31.03.2017

31.03.2016

Gross Income

24,239.53

24,236.54

30,889.76

27,557.33

Profit Before Interest, Depreciation and Tax (Excluding Exceptional Income)

10,595.56

10,784.59

1 1,328.37

10,938.03

Finance Charges

17.46

11.40

17.46

11.40

Provision for Depreciation

459.69

385.63

667.90

412.16

Profit Before Tax (Excluding Exceptional Item)

10,118.41

10,387.56

10,643.01

10,514.47

Exceptional Cost

-

-

411.40

-

Provision for Tax

3,168.32

3,335.05

3,235.68

3,390.82

Net Profit After Tax

6,950.09

7,052.51

6,995.93

7,123.65

Balance of Profit Brought Forward

8,870.41

7,452.66

9,079.57

7,590.68

Balance Available for Appropriation

15,820.50

9,575.66

16,075.50

9,784.81

Transfer to General Reserve

695.01

705.25

695.01

705.25

Surplus carried to Balance Sheet

15,125.49

8,870.41

15,380.49

9,079.57

Operational Highlights

Standalone

The revenue from operations on standalone basis for the year ended March 31, 2017 stood at RS.223.56 crores as against RS.224.04 crores for the previous year. Standalone operational expenses for the year were RS.136.44 crores as compared to RS.134.52 crores for the previous year. The standalone Profit After Tax for the year ended March 31, 2017 was RS.69.50 crores and EPS RS.37.33 per share as against RS.70.53 crores and RS.37.88 per share respectively for the previous year. An amount of RS.6.95 crores has been transferred to General Reserve during the year ended March 31, 2017 as compared to an amount of RS.7.05 crores for the previous year.

Consolidated

The consolidated revenue from operations for the year ended March 31, 2017 increased to RS.288.70 crores as against RS.257.21 crores for the previous year. Consolidated operational expenses for the year were RS.195.61 crores as compared to RS.166.19 crores for the previous year. The consolidated Profit After Tax for the year ended March 31, 2017 was RS.69.96 crores and EPS RS.37.58 per share as against RS.71.24 crores and RS.38.26 per share respectively for the previous year. An amount of RS.6.95 crores has been transferred to General Reserve during the year ended March 31, 2017 as compared to an amount of RS.7.05 crores for the previous year.

In the preparation of Financial Statements the provisions of the Companies Act, 2013 (the “Act”), read with the Companies (Accounts) Rules, 2014, applicable Accounting Standards and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”) have been followed.

Dividend

In order to conserve the resources for the inorganic growth and business expansion, the Board of Directors of the Company did not declare any dividend during the year.

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 Section 125 of the Act.

Details regarding unclaimed dividend has been updated on the website of the Company, www.adi-mps.com. The shareholders, who have not yet claimed any of their previous dividends, are requested to contact the Company’s Registrar and Share Transfer Agent (the “RTA”) for timely claiming the same. The contact details of the RTA are provided in the Annual Report as well as on the Company’s website.

Consolidated Financial Statement

Consolidated Financial Statements prepared in accordance with Accounting Standard 21 is separately disclosed in the Annual Report. As per the requirements of Section 129 of the Act read with Rule 5 of the Companies (Account) Rules, 2014, a statement containing salient features of the financial statements of subsidiaries in Form AOC - 1, is attached to the Consolidated Financial Statement.

Statutory Auditor and Audit Report

At the 46th Annual General Meeting (“AGM”) held on July 19, 2016, M/s. BSR & Co. LLP, Chartered Accountants, (firm registration no. 101248W/W-100022) had been appointed as the Statutory Auditors of the Company for a term of 5 years to hold office till the conclusion of the 51st AGM of the Company to be held in the calendar year 2021. In terms of the first proviso to Section 139 of the Act, the appointment of the auditors shall be placed for ratification at every AGM. Accordingly, the appointment of M/s. BSR & Co. LLP, as Statutory Auditors of the Company, is placed for ratification by the shareholdes. 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 they satisfy the criteria provided under the Act for being appointed as the Statutory Auditors of the Company.

The Audit Report on the Financials Statements of the Company for the financial year ended March 31, 2017 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 have not reported any matter under Section 143(12) of the Act, and therefore no details are required to be disclosed under Section 134 (3)(ca) of the Act.

Share Capital

During the year there has been no change in the paid up equity share capital of the Company which stood at RS.18.62 crores. During the year, the Company has neither introduced any Stock Option Scheme, nor issued any shares with differential voting rights.

Acquisitions

Mag : During the year the Company acquired Mag , a leading digital platform for creating and distributing content apps, through a Share Purchase Agreement dated July 01, 2016. Mag is a complete ecosystem for creating and distributing content to apps on the 1 billion mobile devices in the world. Mag apps are content hubs that engage users and keep them coming back. It gives users tools for creating and delivering designed touchscreen - native documents and issues, news items, real - time notifications, in - app messaging and web content. Mag pioneered touchscreen publishing on the first iPad and remains the fastest and simplest publishing platform for creating content optimized for mobile devices, without the need for programming skills. Mag acquisition enhanced MPS’ platform capabilities and expanded its reach into newer publishing markets including enterprises and magazine publishers.

Think Subscription: The Company signed an Assets Purchase Agreement dated February 03, 2017 for acquisition of THINK Subscription Business (“THINK”) based in Provo, Utah, USA. This acquisition was subject to customary closing conditions which were completed on April 1, 2017. THINK is a provider of subscription management and fulfillment software to content publishers, online service providers, media vendors and other subscription based businesses. Acquisition of THINK will enhance Company’s platform capabilities to include subscription management and fulfillment solutions.

Subsidiaries

MPS North America, LLC (“MPS North America”), wholly owned subsidiary of your Company, is focused on content creation and development, project management, and media asset development for K12, Higher Education, Academic and STM publishers. The operations of past three USA - based acquisitions (Element, EPS, and TSI) completed through MPS North America, have now been completely integrated into the overall operations of MPS North America.

The revenue of MPS North America for the year ended March 31, 2017 was RS.79.69 crores as compared to RS.37.41 crores during the previous year. The Profit Before Tax for the year was RS.1.48 crores and Profit After Tax was RS.0.80 crores as compared to the previous year’s Profit Before Tax of RS.1.27 crores and Profit After Tax of RS.0.71 crores respectively.

During the financial year 2016 - 17, your Company acquired 100% securities of Mag AB, a Sweden based company, which became its direct wholly owned subsidiary. MPS North America acquired 100% securities of MagPlus Inc., a USA based company, which became a step down subsidiary of your Company.

The revenue of Mag AB for the period from July 01, 2016 to March 31, 2017 was RS.9.56 crores. The loss for the period was RS.0.26 crores. To strengthen the product and market focus which will be driven from India & USA and in order to rationalize these operations, Mag AB, Sweden, has opted for voluntary dissolution. The Company Registrar at Sweden, on Mag AB application, appointed a liquidator. The liquidation process is expected to be completed in the next financial year.

Board Meetings

The Board met four (4) times during the financial year 2016-17, to transact the business of the Company. Details of the Board meetings, including the attendance of Directors at these meetings are covered in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two consecutive Board meetings did not exceed 120 days.

Audit Committee

Audit Committee of your Company is constituted in accordance with the provisions of Section 177 of the Act and the Listing Regulations. Composition, role, terms of reference, and details of meetings of the Audit Committee are provided in the Corporate Governance Report forming part of the Annual Report.

Board Evaluation

Pursuant to the provisions of the Act and the corporate governance requirements as prescribed under Listing Regulations, the Board of Directors carried out an annual performance evaluation of individual Directors, the Board as a whole and its Committees based on the criteria set out by the Nomination and Remuneration Committee. The performance of the Board was evaluated after seeking inputs from individual Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, quality of relationship between the Board and the management, etc.

The Board reviewed the performance of the individual Directors on the basis of criteria such as contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, quality of relationship of the Committee and the management, etc.

In a separate meeting of Independent Directors, performance of Non - Independent Directors, Board as a whole and the Chairman were evaluated, taking into account the views of Executive Directors and Non - Executive Directors. Same was discussed in the Board meeting, at which the performance of the Board, its Committees and individual Directors were also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Directors, Key Managerial Personnel, and Employees

There has been no change in the Board of Directors during the year under review.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Rahul Arora, retires by rotation at the ensuing AGM and being eligible, offers himself for re - appointment.

Further, post closure of the financial year 2016 - 17, Mr. Nishith Arora resigned as Whole Time Director of the Company and has been appointed as an Additional Director (Non - Executive) of the Company, both effective from May 15, 2017. As an Additional Director, Mr. Nishith Arora would hold office upto the date of 47th AGM. The Company has received a notice from a Member alongwith deposit of requisite amount under Section 160 of the Act, notifying the directorship of Mr. Nishith Arora at 47th AGM. Your Directors recommend the appointment of Mr. Nishith Arora at the 47th AGM as a Non - Executive Director, liable to retire by rotation. Mr. Nishith Arora has been elected as a Chairman (Non - Executive) of the Board, effective May 15, 2017.

A brief resume, details of expertise and other Directorships/ Committee memberships held by the above Directors, form part of the Notice convening the 47th AGM of the Company.

Independent Directors 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.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s R Sridharan and Associates, Practicing Company Secretaries, carried out the Secretarial Audit of the Company during the financial year 2016 - 17. The Secretarial Audit Report, for the financial year 2016 - 17 prepared by them, is annexed to this Report as Annexure A.

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

Secretarial Auditors had also not reported any matter under Section 143(12) of the Act, and therefore no details are required to be disclosed under Section 134 (3)(ca) of the Act.

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

Pursuant to Section 186 of the Act and Schedule V of the Listing Regulations, disclosure on particulars relating to loans, advances, guarantees and investments are provided in the Financial Statements. All the investments made by the Company were in accordance with the provisions of Section 186 of the Act and the rules made thereunder.

During the financial year under review, your Company has neither obtained any secured term loan nor provided any secured / unsecured loan to other bodies corporate or guarantees / securities with respect to any such loan.

Utilization of the Proceeds from Qualified Institutional Placement

Your Company had raised a sum of RS.150 crores through “Qualified Institutional Placement” (the “QIP”) during the financial year 2014 - 15. The net proceeds of the issue (net of issue expenses) are primarily to augment funds for growth opportunities such as acquisitions and strategic initiatives, for general corporate purposes and any other purposes as may be permissible under applicable law.

During the year, an amount of RS.27.56 crores was utilized by the Company for the acquisitions of Mag and THINK. The remaining net proceeds of RS.120.24 crores from QIP remain invested in interest / dividend bearing liquid instruments, and will be utilized as per the objects of the QIP as and when a suitable opportunity of acquisition materializes.

Nomination and Remuneration Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed criteria for appointment, performance evaluation and determining remuneration of Directors, Key Managerial and Senior Management Personnel. The Board has also adopted a Nomination and Remuneration Policy for Directors, Key Managerial Personnel / Senior Management and other employees, which is annexed as Annexure B to this Report.

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/informations related to the remuneration of Directors and Key Managerial Personnel are set out in Annexure C to this Report.

Director’s Responsibility Statement

Pursuant to Section 134(3)(c) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm the following:

a. In the preparation of the Annual Accounts for the financial year ended March 31, 2017, 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 these Annual Accounts (Standalone) 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 an external and independent firm of Internal Auditors that scrutinizes the financials and other operations of the Company. Based on the framework of internal financial controls and compliance systems, established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors, including audit of internal financial controls over financial reporting by the Statutory Auditors, and the reviews performed by management and the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2016 - 17.

Risk Management

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Identification of the business risk and their mitigation is a continuing process. Based on the diversified scale of business operations, 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 behavior together form a system that governs how the Company conducts its business and manages the associated risks.

Related Party Transactions

All related party transactions that were entered into during the financial year 2016 - 17, were on arm’s length basis and in the ordinary course of business. The Audit Committee reviews all the related party transactions and approves wherever such approval is required as per the provisions of Section 188 of the Act, rules made thereunder, Regulation 23 of the Listing Regulations, and applicable Accounting Standards. 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 the Financials Statements of the Company.

Your Company has formulated a Policy on Related Party Transactions which is disseminated on the Company’s website www.adi-mps.com.

Vigil Mechanism

The Company has adopted a “Whistle Blower Policy” (the “Policy”), through which employees are provided a platform 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. Directors and employees can report to the Chairman of the Audit Committee and Company Secretary or Ombudsman, on a confidential basis, any practices or actions believed to be inappropriate or illegal. It is affirmed that no person has been denied access to the Audit Committee. The Policy provides complete confidentiality and safeguard of the employees who raises the whistle against such improper conduct.

Policy has been communicated to all the Directors and employees of the Company through intranet site of the Company.

Prevention of Sexual Harassment at Workplace

Your Company has a Policy for prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaint Committees has been constituted at all the locations of the Company in India to redress the complaints, if any, received. The details of the complainant are kept confidential. 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 annexed to this Report as Annexure D.

Corporate Social Responsibility

MPS has been an early adopter of Corporate Social Responsibility (the “CSR”) initiatives. In terms of the provisions of Section 135 of the Act your Company has constituted a CSR Committee. The composition and terms of reference of the CSR Committee are provided in the Corporate Governance Report forming part of this Annual Report. The Company has also formulated a CSR Policy which is available on the website of the Company viz. www.adi-mps.com.

Your Company has evolved various CSR initiatives which includes imparting primary high - quality education to out- of - school under privileged girls, imparting computer education to underprivileged children, providing tailored made education to students with learning disabilities, building intellect and instill higher values of life in youths through education, building strengths of a person affected with mental illness and providing support to home/ care -center for mentally retarded and physically handicapped children. Your Company has also devised proper system to monitor the CSR activities as per its CSR Policy.

In terms of the provisions of Section 135 of the 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 provided in Annexure E.

Corporate Governance

Your Company believes in adopting best practices of corporate governance and adheres to the standards set out by the Securities and Exchange Board of India. Corporate governance is about maximizing shareholder’s value legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the term. We also endeavor to enhance long - term shareholder value and respect minority rights in all our business decisions.

A detailed report on Corporate Governance, pursuant to the requirements of Regulation 34 of the Listing Regulations, forms part of the Annual Report together with a certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance.

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 RS.223.36 crores as against RS.223.87 crores for the previous year ended March 31, 2016. Foreign exchange outgo was RS.12.56 crores as against RS.14.82 crores for the previous year. Thus, the net foreign exchange earned by the Company during the year ended March 31, 2017 was RS.210.80 crores. The details of foreign exchange earnings and outgo are provided in the Notes forming part of the Financial Statements of the Company for the year ended March 31, 2017.

Significant Developments After the Close of the Financial Year

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

Significant and Material Orders Passed by any Regulators or Court

During the year under review, no significant material order was passed by any regulator or court that would impact the going concern status or future business operations of the Company.

Appreciation

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners / associates and Central and State Governments for their consistent support and encouragement to the Company. We place on record our appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of the Board of Directors

Gurugram Nishith Arora

May 10, 2017 Chairman


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.

(Charector not visible)

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.

(Charector not visible)

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

(Charector not visible)

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.

(Charector not visible)

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.

(Charector not visible)

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.

(Charector not visible)

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.

(Charector not visible)

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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