Directors Report of Media Matrix Worldwide Ltd.
Mar 31, 2023
DIRECTORS'' REPORT
Dear Members,
The Directors have pleasure in presenting the 38th Annual Report and Financial Statements (Standalone & Consolidated)
for the financial year ended 31st March, 2023
The Company''s Standalone and Consolidated Financial Performance during the year ended 31st March, 2023 as compared
to the previous year''s is summarized as below:
|
PARTICULARS |
Standalone |
Consolidated |
||
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
|
|
Gross Sales and Services |
3,30,00,000 |
3,25,00,000 |
9,46,76,62,000 |
5,81,54,34,000 |
|
Other Income |
69,63,000 |
48,34,706 |
1,61,73,000 |
6,53,88,000 |
|
Profit/(Loss) before depreciation, |
97,26,000 |
60,08,489 |
13,03,77,000 |
9,72,07,106 |
|
Less: Depreciation & Amortisation |
11,73,000 |
5,36,906 |
1,58,13,000 |
1,74,40,077 |
|
Less: Finance Charges |
4,43,000 |
1,91,025 |
6,81,36,000 |
3,52,65,216 |
|
Profit before Exceptional items and |
81,10,000 |
52,80,558 |
4,64,28,000 |
4,45,01,813 |
|
Less: Exceptional items |
- |
- |
- |
- |
|
Profit/(Loss) before taxes |
81,10,000 |
52,80,558 |
4,64,28,000 |
4,45,01,813 |
|
Less: Tax Expenses |
||||
|
Current tax |
5,34,000 |
3,70,675 |
2,25,95,000 |
2,07,14,692 |
|
Deferred tax |
2,01,000 |
55,339 |
(3,58,000) |
(5,95,900) |
|
Income Tax for Earlier Years |
5,75,000 |
- |
5,77,000 |
2,56,272 |
|
Profit/ (Loss) for the year after tax |
68,00,000 |
48,54,411 |
2,36,14,000 |
2,41,26,749 |
INDIAN ACCOUNTING STANDARDS (IND-AS)
Financial Statements of your Company and its subsidiaries for the financial year ended 31st March, 2023, are prepared
in accordance with Indian Accounting Standards (Ind-AS), as notified under Section 133 of the Companies Act, 2013 read
with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.
The Board of Directors has decided to retain the entire amount of profits for the FY23 except the 20 percent of the profit
transfer to Reserve Fund U/s 45-IC of the RBI Act, 1934 and remaining amount has been transferred to the Retained
Earnings and has not transferred any amount to the General Reserves, during the year under review.
Your Board of Directors has not recommended any dividend on Equity Share Capital for the year under review with a view
to conserve resources and to plough back the profits for the Financial Year ended 31st March, 2023 and to strengthen the
working capital of the Company.
As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
(Second Amendment) Regulations, 2021, top 1000 listed companies based on the market capitalization, shall formulate a
Dividend Distribution Policy.
Accordingly, the Policy has been adopted by the Board of Directors of the Company setting out the parameters and
circumstances that will be taken into account by the Board in determining the distribution of dividend to its Shareholders
and/ or retaining profits earned by the Company.
The Dividend Distribution Policy is available on the Companyâs website at https://mmwlindia.com/PDF/MMWL Dividend Policv.pdf
MANAGEMENT DISCUSSIONS & ANALYSIS (MDA)FINANCIAL REVIEW
The Company had a revenue of the Company of Rs.3,30,00,000/- during the financial year ended 2022-2023. During
the financial year ended 31st March, 2023, the Company has earned profit of Rs.68,00,000/- as compared to the profit
of Rs.48,54,000/- for the previous financial year ended 2022 on standalone basis. The Consolidated revenue during
the financial year ended 31st March, 2023 stood at Rs.9,46,76,62,000/- as against the Consolidated revenue of
Rs.5,81,54,34,000/- in the previous financial year ended 31st March, 2022. During the financial year ended 31st March,
2023, the Company has earned a profit of Rs.2,36,14,000/- as compared to profit of Rs.2,41,27,000/- in the previous year
ended 31st March, 2022 on consolidated basis.
|
Particulars |
Standalone |
|
|
Ratios |
FY 2022-23 |
FY 2021-22 |
|
Debtors Turnover |
NA |
NA |
|
Inventory Turnover |
NA |
NA |
|
Interest Coverage Ratio |
NA |
NA |
|
Current Ratio |
0.22 |
1.33 |
|
Debt Equity Ratio |
NA |
NA |
|
Operating Profit Margin (%) |
24.16 |
16.84 |
|
Net Profit Margin (%) |
20.61 |
14.94 |
|
Net Worth (In Rs.) |
1,47,58,16,000 |
1,46,85,48,185 |
SHARE CAPITAL
As on 31st March, 2023, the Authorized Share Capital of your Company stood at Rs.150 Crores (Rupees One Hundred
Fifty Crores only) divided into 150 Crores equity shares of face value of Rs.1/- (Rupee One) each.
During the financial year 2022-23, the paid up equity share capital of the Company stood at Rs.1,13,27,42,219 (Rupees One
Hundred Thirteen Crore Twenty Seven Lacs Forty Two Thousand Two Hundred Nineteen Only) divided into 1,13,27,42,219
Equity Shares of Re.1/- each.
industry OVERVIEW FOR THE company & ITS SUBSIDIARIES
Media Matrix Worldwide Limited is a B2B Value Added Services player providing niche and differentiated offerings to help
clients towards consistent high performance, revenue optimization, enhanced end-user experience and growth.
MOBILE HANDSETS MARKET IN INDIA
One of the subsidiaries of the Company, nexG Devices Private Limited (NDPL), is engaged into trading of mobile handsets
business in India.
Mobile Handset Market Overview
According to CyberMedia Research (CMR)''s India Mobile Handset Market Review Report for Q1 2023 released on May,
2023, the 5G smartphone shipment share in India increased to 41%, with 5G smartphone shipments growing 14% YoY.
India''s 5G smartphone momentum continued through Q1 2023 with 34 new 5G launches. Samsung led the 5G smartphone
market in India with a 23% market share, followed by Apple with a 17% market share. During Q1 2023, India''s smartphone
market shipments declined 21% YoY, while the overall mobile market in India declined 20% YoY
The decline in smartphone shipments during Q1 2023 marks the first ever Q1 decline since 2019 and is attributed to
extended inventory, weakened demand, and inflation. The overall feature phone segment declined by 19% YoY, driven by
muted demand and an increase in feature phone to smartphone upgrades. 5G smartphone shipments are all set to surpass
the cumulative 4G smartphone shipments done in CY2022.
India''s smartphone shipments declined 9% YoY to reach over 152 million units in 2022, according to the latest research
from Counterpoint''s Market Monitor service. The YoY decline, which is the second ever in India''s smartphone market, can
be attributed to the decline in entry-level and budget segments which faced supply constraints at the beginning of the year
and then witnessed lower demand throughout the year. However, the premium segment continued to rise and captured a
double-digit share for the first time, leading to growth in retail ASP. Counterpoint said, we believe that the inventory and
demand situation will continue to affect the market in the first half of 2023 before improving in the latter half driven by the
festive season and upgrades to 5G devices.â
In spite of the overall decline in the smartphone market in the calender year 2022, nexG Devices with its robust distribution
and logistics network had achieved growth of 59% in its turnover in the year 2022 as compared to year 2021.
The overall feature phone segment declined by 34% YoY, driven by the weak consumer sentiment, owing to high device
prices. Both 2G and 4G feature phone segment declined by 30% and 57% YoY respectively.
Q1 2022: Key Smartphone Market Highlights
Samsung held the top spot in the smartphone market with a 20% market share. The company was also the leader in the
5G smartphone segment with a 23% share, and its 5G shipments increased by 16% YoY. Furthermore, Samsung led the
Premium smartphone segment (INR 25,000-INR 50,000) with a 24% share.
Vivo secured the second spot with a 17% market share thanks to its robust channel marketing. Its 5G smartphone shipments
were largely driven by the vivo Y75 5G, vivo T1 and vivo V23E models, accounting for 42% of its total 5G shipments.
Xiaomi slipped to the third position in the smartphone leaderboard with a 16% share, mainly due to the stock build-up and
muted demand. Redmi A1, Redmi 10A and Redmi 10 (2022) were the top three models. Xiaomi''s sub-brand, Poco saw
a 4% YoY decline in its shipments.
OPPO secured the fourth position with a market share of 10%. Its top three shipped models were the OPPO A16k, OPPO
A16e, and OPPO A76.
Realme held the fifth position with a market share of 9%, and its shipments saw a YoY decline of 55%. The top three
models shipped by Realme were Realme C33, Realme 10 Pro, and Realme C55.
OnePlus recorded a 39% YoY growth in smartphone shipments, with the OnePlus Nord CE 2 Lite and Nord CE 2
models accounted for 69% of its 5G smartphone shipments.
Apple maintained its steady growth with a 7% market share in the smartphone market in Q1 2023, recording a significant
YoY increase of 67% in its shipments.
Transsion Group brands (Itel, Infinix and Tecno) overall (Smartphone Feature Phone) shipments increased by 9% YoY.
Future Market Outlook
According to CMR''s estimates, market conditions are expected to remain moderate with muted growth in Q2 2023.
Smartphone shipments for the entire year are projected to grow in single digits YoY.
According to CyberMedia Research (CMR), âThe smartphone market is expected to bounce back in H2 2023, especially
in the run-up to the festive season. All said the smartphone market is going to post muted growth. The overall foldable
smartphone shipments grew 125% YoY in Q1 2023. This growth in the foldable smartphone market will bolster the overall
smartphone market in CY2023 and beyond.â
The strategy of Company and/or its subsidiaries has been towards investing in the new application and/or technologies
related to Mobile on account of rising demand for data services/solution in 4G era and now future technologies of 5G, and
making investments in next generation businesses including Contents, Telecom and Media businesses which are expected
to have substantial growth over the next decade on account of rising demand from online and e-commerce businesses.
The Company would be working either directly or through its subsidiaries to take up existing and/or new projects to achieve
the above.
The Company and/or its subsidiaries operates in a competitive environment and faces competition from both the
international as well as domestic players and within domestic industry from both the organized and unorganized players.
However, no player in the industry is an integrated player.
OUR SUBSIDIARIESNEXG DEVICES PRIVATE LIMITED (NDPL)
Our Subsidiary, NDPL, has rich experience in procurement and distribution of Mobile Handsets of various brands. NDPL
has distribution arrangement with various brands for distribution and marketing of handsets in the Indian markets. NDPL
has marketing offices and warehouses located at various cities in India and over a period of time it has established a
nationwide network to handle the distribution business all over India.
With the launch of 4G services, mainly by Reliance Jio, this market has expanded very fast and is going to expand manifold
in future as well and will have more opportunities for NDPL, having a strong presence with warehouses across the country.
NDPL is currently doing business with VIVO, Xiaomi, TECNO and ITEL mobile brands to distribute mobile handsets to
LFRs (Large Format Retail outlets) across the Country. NDPL has also entered in Audio segment and is doing business
with HARMAN for distribution of their brand âInfinityâ in general trade and it brand JBL in modern trade. NDPL has also
ventured into the segment of consumer electronics market through brand AKAI and AIWA.
NDPL is in the process of further tie-ups with renowned brands by leveraging its logistics, warehousing & distribution
expertise across the country
MEDIA MATRIX ENTERPRISES PRIVATE LIMITED (MMEPL)
Media Matrix Enterprises Private Limited is engaged in business of making investments in existing/new projects to be
undertaken by us jointly or severally.
Your Company is committed to benchmark itself with global standards for providing good corporate governance. Your Board
constantly endeavors to take the business forward in such a way that it maximizes long term value for the stakeholders. The
Company has put in place an effective corporate governance system which ensures that the provisions of The Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) regulation, 2015 (Hereinafter referred to as
Listing Regulations) are duly complied with.
A detailed report on the Corporate Governance pursuant to the requirements of the SEBI Listing Regulations forms part of
this Annual Report.
A Certificate from the Secretarial Auditor of the Company, confirming compliance of conditions of corporate governance
as stipulated in SEBI Listing Regulations, is provided in the Report on Corporate Governance which forms part of the
Corporate Governance Report.
A separate statement in Form AOC-1, containing the salient features of financial statements of all subsidiaries of your
Company forms part of Consolidated Financial Statements in compliance with Section 129 and other applicable provisions,
if any, of the Companies Act, 2013.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
As stipulated under Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility & Sustainability
Report, describing the initiatives taken by the Company from environmental, social and governance perspective forms part
of this Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of your Company for the financial year 2022-23 are prepared in accordance
with the provision of the Companies Act, 2013 read with the rules issued thereunder, Accounting Standard AS -21 on
Consolidated Financial Statements read with AS-23 on Accounting for Investments in Associates, AS -27 on Financial
Reporting of Interests in Joint Ventures and the provisions of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the âListing Regulationsâ). The
Audited Consolidated Financial Statements are provided in the Annual Report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
A separate statement in Form AOC-1, containing the salient features of financial statements of all subsidiaries of your
Company forms part of Consolidated Financial Statements in compliance with Section 129 and other applicable provisions,
if any, of the Companies Act, 2013.
The financial statements of the subsidiary companies and related information are available for inspection by the members
at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public
holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013.
Any shareholder desirous of obtaining the Annual Accounts and related information of the above subsidiary companies
may write to the Company Secretary at Media Matrix Worldwide Ltd. Plot No. 38, 4th Floor, Sector 32, Institutional Area,
Gurugram-122001, Haryana and the same shall be sent by post. The financial statements including the consolidated
financial statements and all other documents required to be attached to this report have been uploaded on the website of
the Company i.e. www.mmwlindia.com.
The Company has adopted a ''Policy for determining Material Subsidiaries'' as per requirements stipulated in Explanation
to Regulation 16(1)(c) of the SEBI Listing Regulations.
During the year under review, there was no change in the Policy for Determining Material Subsidiaries.
The said policy may be accessed on the website of the Company at
https://mmwlindia.com/PDF/PDF 17-Mar-22/Policv%20for%20determining%20material%20subsidiaries.pdf
The Company has one material subsidiary company viz. nexG Devices Private Limited as on 31st March, 2023.
During the financial year 2022-23, your Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act 2013 (âthe Actâ) read with the Companies (Acceptance of Deposit) Rules,
2014. Hence, the requirement of furnishing details relating to Deposits covered under Chapter V of the Act or the details of
Deposits which are not in compliance with the Chapter V of the Act is not applicable.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND
PARTICULARS OF employees
The remuneration paid to the Directors is in accordance with the Remuneration Policy formulated in accordance with
Section 178 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in
force) and Regulation 19 of the Listing Regulations. The salient aspects covered in the Remuneration Policy have been
outlined in the Corporate Governance Report which forms part of this report.
The Whole-time Director of your Company does not receive remuneration from any of the subsidiaries of the Company.
The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1), 5(2) & 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of the Company and
a statement showing the names of top ten employees of the Company in terms of remuneration drawn and other particulars of
the employees drawing remuneration in excess of the limits set out in said rules are given in âAnnexure - Aâ to this Report.
The remuneration paid to the Directors is in accordance with the Remuneration Policy formulated in accordance with
Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations (including any statutory modification(s) or re¬
enactments) thereof for the time being in force).
DISCLOSURE UNDER SECTION 197(14) OF THE COMPANIES ACT, 2013
The whole-time Director cum Chief Financial Officer of the Company does not receive remuneration or commission from
any of the subsidiaries of the Company.
Pursuant to provisions of Section 178 of the Act and the SEBI Listing Regulations, the Nomination and Remuneration
Committee of your Board has formulated a Remuneration Policy for the appointment and determination of remuneration
of the Directors including criteria for determining qualifications, positive attributes, and independence of a Director, Key
Managerial Personnel, Senior Management Personnel and other employees of your Company.
The NRC Committee has also developed the criteria for determining the qualifications, positive attributes and independence
of Directors and for making payments to Executive and Non-Executive Directors and Senior Management Personnel of
the Company.
The detailed Policy is available on the Company''s website at https://mmwlindia.com/PDF/CorporateGovernance/Remuneration%20Policv.pdf
and the salient aspects covered in the Remuneration Policy have been outlined in the Corporate Governance Report,
which forms part of this Report.
DIRECTORS & KEY MANAGERIAL PERSONNEL APPOINTMENTS/RE-APPOINTMENTS/RESIGNATIONS
Shri Chhattar Kumar Goushal and Shri Suresh Bohra was appointed as Independent Directors of the Company at the
32nd Annual General Meeting (AGM) held on 29th September, 2017 to hold office for 5 (five) consecutive years upto
the conclusion of 37th AGM of the Company. The term of both of them has come to end on 37th Annual General Meeting
(AGM). Shri Suresh Bohra ceased to be director from the conclusion of 37th AGM. Shri Chhattar Kumar Goushal was
appointed as a Non-Executive Director of the Company, liable to retire by rotation w.e.f. the conclusion of Annual General
Meeting held on 29th September, 2022.
Smt. Mansi Gupta was appointed as an Independent Director through postal ballot dated 26th April, 2023 to hold office for
5 (five) consecutive years for a term commencing w.e.f. 27th March, 2023 to 26th March, 2028 pursuant to Section 149,
152 and 160 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies
(Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof
for the time being in force).
The Nomination and Remuneration Committee and the Board of Directors at its respective meeting held on 8th August,
2023 has approved reappointment of Mr. Aasheesh Verma (DIN: 08199653) as an Independent Director on the Board of
the Company, not liable to retire by rotation for the second term, for a period of 5 (five) consecutive years w.e.f. 13th August,
2023 to 12th August, 2028, subject to the approval of shareholders of the Company by way of a Special Resolution in the
ensuing Annual General Meeting.
Shri Sarvdeep Garg was appointed as an Independent Director through Postal Ballot dated 26th April, 2023 to hold office
for first term of 5 (five) consecutive years for a term commencing w.e.f. 26th April, 2023 to 25th April, 2028 pursuant to
Section 149, 152 and 160 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and
the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) or re¬
enactment thereof for the time being in force).
Shri Sunil Batra, Director is liable to retire by rotation at ensuing Annual General Meeting pursuant to Section 152 of the
Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Article of
Association of your Company and being eligible offers herself for re-appointment.
Appropriate resolution for his re-appointment is being placed for your approval at the ensuing AGM. A brief resume of him
and other related information has been detailed in the Notice convening the 38th AGM of your Company.
During the financial year ended 31st March, 2023, Shri Sandeep Jairath, Whole-time Director cum Chief Financial Officer
and Shri Gurvinder Singh Monga, Company Secretary remained the Key Managerial Personnel in accordance with the
provisions of Section 203 of the Companies Act, 2013 and Rules made thereunder.
The Company has issued confirmation to its Directors, confirming that it has not made any default under Section 164(2) of
the Act, as on March 31, 2023.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights,
responsibilities in the Company and related matters are put up on the website of the Company at the link:
https://mmwlindia.com/PDF/mmwl pdf/MMWL Familiarisation Prog.ID.pdf
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
As stipulated under Regulation 34(2)(f ) of the SEBI Listing Regulations, the Business Responsibility and Sustainability
Report, describing the initiatives taken by the Company from environmental, social and governance perspective forms part
of this Annual Report.
ANNUAL EVALUATION OF BOARD PERFORMANCE
Pursuant to the provisions of the Companies Act, 2013, read with the rules issued thereunder (including any statutory
modification(s) or re-enactment(s) thereof for the time being in force) and Listing Regulations, the Nomination and
Remuneration Committee/Committee of Independent Directors have evaluated the effectiveness of the Board/Committee/
Directors for the financial year 2022-23.
Further, the Board of Directors have also evaluated the performance of Independent Directors as required under Regulation
17 of the Listing Regulations. The criteria applied in the evaluation process are detailed in the Corporate Governance
Report which forms part of this Report.
NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE
Six meetings of the Board of Directors were held during the financial year 2022-23.
The intervening gap between any two consecutive meetings of the Board was within the stipulated time frame prescribed
under the Act and the SEBI Listing Regulations.
Details of meetings held and attendance of directors are mentioned in Corporate Governance Report, which forms part of
this Report.
The provisions of the Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosures
Requirements), Regulation, 2015 have prescribed and mandated forming of Committees of the Board for efficient working
and effective delegation of work and to ensure transparency in the practices of the Company. Accordingly, the Committees
formed by the Board are as follows:
Pursuant to Section 177 of the Companies Act, the Board has formed an Audit Committee. The details of which have
been disclosed in the Corporate Governance Report.
The Board of Directors of the Company had accepted all the recommendations of the Committee.
B. Nomination and Remuneration Committee:
The Company pursuant to Section 178(1) of the Companies Act, 2013 has formed the Nomination and Remuneration
Committee. The details are disclosed in the Corporate Governance Report.
C. Stakeholders'' Relationship Committee:
The Board has in accordance with the provisions of Section 178(5) of the Companies Act, 2013 constituted Stakeholder
Relationship Committee. The details of which have been disclosed in detail in the Corporate Governance report.
Pursuant to the Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements), 2015, the Board has
framed a Risk Management Committee. The details of which have been disclosed in the Corporate Governance
Report.
The details with respect to the composition, powers, roles, terms of reference, number of meetings etc. of the Committees
held during the financial year 2022-23 and attendance of the Members at each Committee Meeting, are provided in the
Corporate Governance Report which forms part of this Report.
The Company has issued confirmation to its Directors, confirming that it has not made any default under Section 164(2) of
the Act as on 31st March, 2023.
The Company has received declarations from all the Independent Directors confirming that they meet the criteria of
independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued
thereunder as well as Regulation 16(1)(b) of Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations,
the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact their ability to discharge their duties.
The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct.
In the opinion of the Board, Independent Directors fulfil the conditions specified in the Act, Rules made thereunder and the
SEBI Listing Regulations and are independent of the management.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:
(a) in the preparation of the annual accounts for the financial year ended 31st March, 2023, the applicable accounting
standards and Schedule III to the Companies Act, 2013, have been followed and there are no material departures
from the same;
(b) the Directors have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as
at 31st March, 2023 and of the profit of the Company for the financial year ended 31st March, 2023;
(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
(d) the Directors have prepared the annual accounts on a ''going concern'' basis;
(e) the Directors have laid down proper internal financial controls to be followed by the Company and that such internal
financial controls are adequate and are operating effectively; and
(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems are adequate and operating effectively.
AUDITORS AND AUDITORS'' REPORT
SGN & CO, Chartered Accountants (Firm registration number 134565W) (âSGNâ) were appointed as statutory auditor of
the Company for a term of five consecutive years at the 36th Annual General Meeting of the Company for auditing accounts
of the Company from the financial year 2020-2021 to 2024-2025.
The requirement to place the matter relating to appointment of auditors for ratification by members at every AGM has been
done away by the Companies (Amendment) Act, 2017 with effect from May 07, 2018. Accordingly, no resolution is being
proposed for ratification of appointment of Statutory Auditors at the ensuing AGM and a note in respect of the same has
been included in the Notice convening ensuing AGM.
The Statutory Auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company
The Auditors'' Report does not contain any qualification, reservation or adverse remark.
Further, there were no frauds reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12)
of the Act.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s MZ & Associates, Company
Secretaries to conduct the Secretarial Audit of your Company.
The Secretarial Audit Report is annexed herewith as âAnnexure - Bâ to this Report. The Secretarial Auditor has issued
its Report with following qualification
âDuring the year under review, BSE Limited has imposed a fine of Rs. 5,42,800/-for non-compliance of Regulation 17(1)
of SEBI (LODR) Regulations, 2015 with respect to the composition of the Board. The Company has fallen short of one
Independent Director in its composition of Board of Directors during the period beginning from 30th September, 2022 to
9th February, 2023. Subsequently, the Company at its meeting held on 10th February, 2023, has designated Mr. Chhattar
Kumar Goushal, non-Executive Director as the Chairman of the Board of Directors of the Company w.e.f 10th February,
2023 and has also appointed Mr. Sarvdeep Garg as an Independent director w. e.f 26th April, 2023 and thereby making the
Compliance good on that date.â
Management reply on qualification by statutory auditor.
The Company at its meeting held on 10th February,2023, on the recommendation of Nomination and Remuneration
Committee, has designated Mr. Chhattar Kumar Goushal, non-Executive Director as the Chairman of the Board of Directors
of the Company w.e.f 10th February, 2023. Subsequently the Company has also appointed Mr. Sarvdeep Garg as an
independent director on its Board effective from 26th April, 2023 and hence complying with the requirement of regulations
17(1) of SEBI (LODR) Regulations, 2015
The Annual Return of the Company as on 31st March, 2022, in prescribed e-form MGT-7 in accordance with Section 92(3)
of the Act, read with Section 134(3)(a) of the Act, is available on the Company''s website at https://mmwlindia.com/PDF/
Annual%20Return%2022-2023.pdf
Further, the Annual Return (i.e. e-form MGT-7) for the FY23 shall be filed by the Company with the Registrar of Companies,
Mumbai Maharashtra, within the stipulated period and the same can also be accessed thereafter on the Company''s
website at http://www.mmwlindia.com.
In line with the requirements of the Companies Act, 2013 and amendment to the Listing Regulations, your Company
has formulated a revised ''Policy on Related Party Transactions'', which is also available on the Company''s website at
https://mmwlindia.com/PDF/MMWL-Related-partv-transactions-policv.pdf. The Policy intends to ensure that proper
reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.
All Related Party Transactions and subsequent material modifications are placed before the Audit Committee for review
and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions
which are of repetitive nature and/ or entered in the Ordinary Course of Business and are at Arm''s Length. All Related
Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the
requirements of Related Party Transactions under the Companies Act, 2013, and Listing Regulations.
All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arm''s Length basis.
No Material Related Party Transactions, as per the materiality threshold adopted by the Board of Directors, were entered
during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section
134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable.
The details of the related party transactions as required under Indian Accounting Standard (Ind AS) - 24 are set out in Note
- 32 to the standalone financial statements forming part of this Annual Report.
There are no transactions with the person(s) or entities forming part of the Promoter(s) / Promoter(s) Group, which
individually hold 10% or more shareholding in the Company.
LOANS, GUARANTEES AND INVESTMENTS
The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies
(Meetings of Board and its Powers) Rules, 2014 are as follows:
Amounts outstanding as at 31st March, 2023
|
Particulars |
(Rs. in Lacs) |
|
Loans given |
NIL |
|
Guarantees given |
11200.03 |
|
Investments made |
14674.36 |
Loans, Guarantees and Investments made during the financial year 2022-23:
|
Name of Entity |
Relation |
Amount (Rs.in |
Particulars of |
Purpose for which the Loans, |
|
nexG Devices |
Subsidiary |
9000.00 |
Guarantee |
Corporate Guarantee in favour |
|
nexG Devices |
Subsidiary |
2200.00 |
Guarantee |
Corporate Guarantee in favour of |
The Board of Directors of the Company has formulated a Vigil Mechanism/ Whistle Blower Policy which is in compliance
with the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations.
The Company through this Policy envisages to encourage the Directors and Employees of the Company to report to the
appropriate authorities any unethical behaviour, improper, illegal or questionable acts, deeds, actual or suspected frauds
or violation of the Company''s Code of Conduct for Directors and Senior Management Personnel.
During the financial year 2022-23, no complaint was received and no individual was denied access to the Audit Committee
for reporting concerns, if any.
The Policy on Vigil Mechanism/ Whistle blower policy may be accessed on the Company''s website at the link:
https://mmwlindia.com/PDF/investors/Whisle-Blower-Policv.pdf
Brief details of establishment of Vigil Mechanism in the Company, is also provided in the Corporate Governance Report
which forms part of this Report.
Trading in the Equity Shares of the Company is only permitted in the dematerialized form as per the Securities and
Exchange Board of India (SEBI) circular dated May 29, 2000.
The Company has established connectivity with both the Depositories viz. National Security Depository Ltd. (NSDL) as well
as Central Depository Services (India) Ltd. (CDSL) to facilitate the demat trading. As on 31st March, 2023, 99.99% of the
Company''s Share Capital is in dematerialized form.
The ISIN allotted to the equity shares of the Company is INE200D01020. The Company''s shares are frequently traded on
BSE Limited.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated
under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is as under:
Part A and Part B relating to conservation of energy and technology absorption are not applicable to the Company as your
Company is not a manufacturing Company.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
|
Particulars |
Financial Year Ended |
Financial Year Ended |
|
Foreign exchange earned in terms of actual inflows |
NIL |
NIL |
|
Foreign exchange outgo in terms of actual outflows |
NIL |
NIL |
MATERIAL CHANGES AFFECTING THE COMPANY
There are no material changes and commitments affecting the financial position of the Company which have occurred
between the end of financial year and date of this report.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern
status of your Company and its operations in future.
insolvency AND bankruptcy CODE, 2016
There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016)
during the Financial Year 2023.
a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise;
b) Your Company does not have any ESOP scheme for its employees/directors.
c) No fraud has been reported by the Auditors to the Audit Committee or the Board of Directors of the Company.
d) During the year, your Company was not required to maintained cost records as prescribed under Section 148(1) of
the Companies Act, 2013.
e) The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India
on Meetings of the Board of Directors and General Meetings.
Statement in the Management Discussions and Analysis describing the Company''s projections, estimates, expectations
or predictions may be ''forward looking statements'' within the meaning of applicable securities laws and regulations. Actual
results could differ materially from those expressed or implied. Important factors that would make a difference to the
Company''s operations include demand supply conditions, changes in government regulations, tax regimes and economic
developments within the country and abroad and such other factors.
The Directors of the Company are grateful to all the stakeholders including the customers, bankers, suppliers and
employees of the Company for their co-operation and assistance.
For and on behalf of the Board
Place : Gurugram (Sandeep Jairath) C.K. Goushal
Date : 4th September, 2023 Whole-time Director (Director)
Cum Chief Financial Officer (DIN : 01187644)
(DIN : 05300460)
Mar 31, 2018
To the Members,
The Directors have pleasure in presenting the 33rd Annual Report and Audited Accounts for the financial year ended 31st March, 2018.
FINANCIAL RESULTS
(in Rs.)
|
PARTICULARS |
Standalone |
Consolidated |
||
|
2017-2018 |
2016-2017 |
2017-2018 |
2016-2017 |
|
|
Gross Sales and Services |
2,86,39,485 |
3,60,00,000 |
6,47,57,37,425 |
2,63,76,90,668 |
|
Other Income |
29,39,650 |
19,37,284 |
9,19,18,865 |
6,56,39,448 |
|
Profit/(Loss) before depreciation, finance charges and taxation |
11,53,918 |
78,01,472 |
6,31,04,570 |
29,58,94,520 |
|
Less: Depreciation & Amortisation expenses |
62,217 |
1,52,785 |
4,49,30,386 |
13,43,35,694 |
|
Less: Finance Charges |
9,615 |
1,480 |
5,16,42,970 |
5,65,85,627 |
|
Profit before Exceptional items and Tax |
10,82,086 |
76,47,207 |
(3,34,68,786) |
10,49,73,199 |
|
Less: Exceptional items |
21,39,81,202 |
- |
31,43,45,200 |
- |
|
Profit/(Loss) before taxes |
(21,28,99,116) |
76,47,207 |
(34,78,13,986) |
10,49,73,199 |
|
Less: Tax Expenses |
||||
|
Current tax |
3,27,118 |
23,67,309 |
9,09,776 |
24,22,987 |
|
Deferred tax |
(1,45,989) |
2,19,024 |
7,67,337 |
14,35,418 |
|
Profit/ (Loss) for the year after tax |
(21,30,80,245) |
50,60,874 |
(34,94,91,099) |
10,11,14,794 |
DIVIDEND
In view of loss incurred by the company during the year under review, the Board of Directors do not recommend any dividend on Equity Shares of the Company.
MANAGEMENT DISCUSSIONS & ANALYSIS (MDA)
FINANCIAL REVIEW
The Standalone gross turnover during the financial year ended 31st March, 2018 stood at Rs.2,86,39,485/- as against the Standalone gross turnover of Rs.3,60,00,000/- in the previous financial year ended 31st March, 2017. During the financial year ended 31st March, 2018, the Company has incurred a loss of Rs.21,30,80,245/- due to an exceptional item as compared to profit of Rs.50,60,874/- in the previous year ended 31st March, 2017 on standalone basis. The Consolidated gross turnover during the financial year ended 31st March, 2018 stood at 6,47,57,37,425/- as against the Consolidated gross turnover of Rs.2,63,76,90,668/- in the previous financial year ended 31st March, 2017. During the financial year ended 31st March, 2018, the Company has incurred a loss of Rs.34,94,91,099/- as compared to profit of Rs.10,11,14,794/- in the previous year ended 31st March, 2017 on consolidated basis.
SHARE CAPITAL
During the financial year 2017-18 the paid up capital of the Company stood at Rs. 113,27,42,219/- (Rupees One Hundred Thirteen Crore Twenty Seven Lacs Forty Two Thousand Two Hundred Nineteen Only) divided into 113,27,42,219 Equity Shares of Re. 1/- each.
INDUSTRY OVERVIEW FOR THE COMPANY & ITS SUBSIDIARIES
1. MOBILE HANDSETS MARKET IN INDIA
One of the subsidiaries of the Company, nexG Devices Private Limited (NDPL), is engaged into trading of mobile handsets business in India.
Mobile Handset Market Overview
According to CMRâs India Quarterly Mobile Handset Market Review, Q4â CY 2017, mobile handset vendors shipped 88 million mobile handset units in 4Q 2017.
For the entire year, mobile handset vendors have shipped around 287 million mobile handset units in India. The smartphone market recorded a 19% sequential decline in 4Q 2017, with 30 million units shipped. The feature phone market, on the other hand, witnessed a 36% sequential growth in 4Q 2017, and YoY growth of 62%.
Traditionally, December is a lean period. However, 4Q 2017 bucked this trend. From the throes of demonetization at the beginning of 2017, the India mobile handset market touched a new historic high in ONDâ2017. If one were to look at historic trends, the India mobile handset market usually sees high refresh cycles in May-June, coinciding with the college admission season, and in September-October, owing to the festive season.
2017 was remarkable with certain pioneering mobile handset brands like HTC, Asus and Gionee, among others, seeing worrisome warning signals, while a new breed of exciting handset brands, like Comio and NUU Mobile, among others, came to the fore. As per CMR, this trend will deepen further in 2018. LYFâs JioPhone was major growth driver for 4Q CY2017. Its shipments grew more than five-fold in 4Q. This new trend led to surge in market share of feature phones. With local manufactured JioPhones hitting the market in coming quarters, the vendor is expected to better its performance, as per CMR. In smartphones, Xiaomi became the clear market leader, on the back of its growing offline penetration and value for money products. CME is expecting to witness revival in online strategy of Samsung along with its enhanced focus on enterprise business and Appgets.
As per CMR, 2018 will continue to witness growth of entry-level smartphones which will largely cater to first time smartphone buyers. Aggressive, pre-paid 4G entry level plans launched by telcos in 1Q 2018 will further accelerate the adoption of 4G
CMR 4Q Brand Leaderboard
- In feature phones, LYF scaled a new high, emerging as the market leader with 27% market share, followed by Samsung with 14% market share.
- In smartphones, Xiaomi emerged as the market leader with 25% market share, followed by Samsung with 23% market share.
YoY Market Movement Trends
Winners and Losers: According to CMR Mobile Handset Report, major Chinese brands saw exceedingly healthy year-on-year growth. On the other hand, some pioneering brands saw their growth decline. For them, 2018 will be a challenging year.
(Source: CMRâs India Mobile Handsets Market Review, Feb 2018 release at http://cmrindia.com/india-mobile-handset-market-touches-historic-high-4q-2017/)
2. MOBILE TELEVISION OR MOBILE VIDEO STREAMING BUSINESS
One of the wholly owned subsidiaries of the Company, DigiVive Services Private Limited (DSPL) is engaged into mobile video streaming services in India.
Mobile Video Streaming Industry Overview
Globally, video consumption has grown rapidly to make it one of the largest categories on PC-Internet. Mobile has also begun to play a significant role in video consumption across the world with over 15% of the total video consumption already moving towards mobile devices in countries like Japan and UK. In the US, most players in the top ten offer free ad-supported videos through varying business models.
Like music industry, video industry is also observing shift towards digital formats. Traditionally, the highest video consumption has been happening on TV; however with the faster growing internet penetration and access to multimedia devices, more and more time is being spent on consuming digital videos. The traditional form of TV viewership is giving way to the new segment of consumers who are choosing to consume multimedia content on-demand. This has led to a sharp increase in video traffic consumption.
Key Players in Mobile Video Streaming Industry
While players like YouTube and Vuclip have developed a strong position in the online video distribution market in India, a significant quantum of local Indian content still remains to be digitized. This presents a large opportunity for local players who can build a differentiated position on the basis of their content catalogues. Paid premium videos in India originated from telcos who offered mobile TV services to their consumers through a subscription model. The key players in the industry include Yupp TV, Voot, Netflix, Amazon Prime, nexGTv, Sony LIV, Ditto TV, Hotstar (a venture by Star group), EROS Now and Spuul (focused only on movies), and Zenga TV. Beside, there are players likeALT Balaji, that apart from their movie catalogue, is focusing on original web series. Then thereâs HOOQ, the Singapore-based video streaming company that solely focuses on Hollywood content and it launched in India a couple of years ago and went into oblivion. But recently, the company announced a revamp of its service and now allows users to stream movies and TV shows at an introductory price of Rs. 89 (US$1.36) for the first three months. HOOQ has also introduced Transactional Video-on-demand (TVOD) allowing users to rent content on a pay-per-view basis, like Hollywood movies after 90 days cinema release.
Business Model in Mobile Video Streaming Industry
There are three types of business models which have been successful in the videos space - Ad-supported user generated content, Ad-supported premium content and Paid premium content. Freemium models also exist where a part of the content is offered for free (generally ad-supported), and the remaining part is offered for a fee.
Players like Netflix and Amazon are expected to both pave the way for paid content in India and also benefit from the tailwinds that are driving the subscription model. So far, there have been three main barriers to this subscription model. 1) The mindset: At a basic monthly package of around USD $ 3, cable TV is cheaper in India than in most places around the world. The average Indian consumer doesnât like paying extra (beyond cable) for content that is delivered at home. They are willing to pay extra for content only if it is part of an experience - like an outing to a movie theatre. 2) High data costs: & 3) Limited options and low adoption of online payments.
These barriers are now reducing. The aggressive launch of telecom service provider Reliance Jio in September 2016 has shaken up Indian telecom sector and is resulting in lowering data prices and making it affordable and accessible. In the KPMG India -FICCI 2017 report, as per Nielsen estimates, the average time spent by an individual on streaming videos has increased nearly nine times from two minutes a day in Q2 2014 to 18 minutes a day in Q4 2016. After the demonetization exercise in November 2016 and the push towards a less-cash society, online payment is gaining traction. There is also increasing awareness and growing popularity of online video, and consumers are opening up to the idea of paying for original and exclusive content and for immediacy. The entry of Netflix and Amazon is both a challenge and boon for industry. It creates a proof of concept and opens a brand new category - of people willing to pay for content.
Voot currently has 17 million users and is ad-based focused with over 120 brands advertising on its platform and is looking to introduce a subscription model shortly. We have to be mindful of both models and see how it all plays out. Itâs an emerging space and players are all at learning stage at present. A bundling of data and content could help players to unlock the value of the subscription model. Based on the current industry dynamics, âa model which can support a gradual shift from AVOD (advertisement-led video on demand) to SVOD (subscription-led) and TVOD (transaction-led) will survive in the longer run. Also, how effectively AVOD models can be put into play would depend largely on how better targeted advertising can be created by analyzing individual consumer behaviors through appropriate data mining. Video streaming canât be profitable purely on an ad-led model.
Key Trends in Mobile Video Streaming Industry
Indiansâ appetite for binge-watching online videos is set to make the country among the top 10 OTT (Over the Top) video market in the world in next four year. With major OTT players, Netflix, Hotstar, Amazon Prime, pushing deeper into people living rooms, OTT video market in India is growing at CAGr of around 23%, as per data revealed by PwC.
OTT revenue in India has been pegged at Rs. 2019 Crore in 2017 and is expected to reach Rs. 5595 crore by 2022 as per PwC report quoted in the TOI article. The growing rivalry among the international and regional subscription video on demand (SVOD) platforms is evident with 70% of the revenue in 2017 attributable to subscription services. An example of standalone SVOD services delivered over the open internet is Netflix. In contrast Hotstar follows a hybrid subscription model where some programs are free and some are chargeable. As per PwC, this trend is expected to be continued and by 2022, 79.4% of the total market revenue is expected to be from SVOD. With Indian economy surging past at rapid pace, customers personal and professional life are getting busier, travel is getting longer and technology is becoming simpler.
(Source:http://timesofindia.indiatimes.com/articleshow/64488591.cms?utm source=contentofinterest&utm medium= text&utm campaign=cppst)
Opportunities and Outlook
The strategy of Company and/or its subsidiaries has been towards investing in the new application and/or technologies related to Mobile on account of rising demand for data services/solution in 3G/4G era, and making investments in next generation businesses including Contents, Telecom and Media businesses which are expected to have substantial growth over the next decade on account of rising demand from online and e-commerce businesses. The Company would be working either directly or through its subsidiaries to take up existing and/or new projects to achieve the above.
Risks, Threat & Concern
The Company and/or its subsidiaries operates in a competitive environment and faces competition from both the international as well as domestic players and within domestic industry, from both the organized and unorganized players. However, no player in the industry is an integrated player.
Adequacy of Internal Control
The Company has a well laid internal control system commensurate with size of the Company. M/s Sunder Sharma & Company, Chartered Accountant (FRN No.008629N) are the internal auditors of the Company. The internal control system is so designed to ensure that there is adequate safeguard, maintenance and usage of assets of the Company.
Internal Financial Controls related to Financial Statements
Your Company has put in place adequate Internal Financial Controls with reference to the financial statements, some of which are outlined below. Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. These are in accordance with generally accepted accounting principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Statutory Auditors.
The policies to ensure uniform accounting treatment are prescribed to the subsidiaries of your Company. The accounts of the subsidiary companies are audited and certified by their respective Statutory Auditors for consolidation.
Your Company in preparing its financial statements makes judgments and estimates based on sound policies and uses external agencies to verify/ validate them as and when appropriate. The basis of such judgments and estimates are also approved by the Statutory Auditors and Audit Committee.
The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes necessary action, wherever necessary.
RISK MANAGEMENT
The management periodically briefs the Board on the emerging risks along with the risk mitigation plans put in place. Risk management is interlinked with the annual planning exercise where each function and business carries out a fresh risk identification, assessment and draws up treatment plans.
There are no risk which in the opinion of the Board threaten the existence of the Company.
Human Resources
The Company currently has a technical team with experience in developing new applications and technologies required for supporting the Mobile Content distribution platform and we would like to thank each and every member of the MMWL family, its Subsidiaries for their role and continuous contribution towards the Companyâs performance. The Company had 6 (six) employees on its roll as on 31st March, 2018.
Our Subsidiaries
Pursuant to share purchase agreement signed on 2nd August, 2017 and approval of the shareholders of the Company obtained through postal ballot on 26th August, 2017, the Company had divested its entire stake in DigiCall Teleservices Private Limited (âDTPLâ) to Karvy Data Management Services Limited (âKDMSLâ) and transferred operational control of DTPL to KDMSL w.e.f. 1st July, 2017. Accordingly (i) DTPL has ceased to be a wholly owned subsidiary of the Company w.e.f 1st July, 2017 and (ii) DigiCall Global Private Limited, a wholly owned subsidiary of DTPL and a step down subsidiary of the Company, has also ceased to be a subsidiary of the Company w.e.f. 1st July, 2017. 4,75,99,900 equity shares of Rs.10/-each held by Company and 69,00,100 equity shares held by Media Matrix Enterprises Private Limited, a wholly owned subsidiary of the Company in DTPL have been transferred in favor of KDMSL on 5th September, 2017.
nexG Devices Private Limited (NDPL)
Our Subsidiary, NDPL, has rich experience in procurement and distribution of Mobile Handsets of various brands. NDPL has distribution arrangement with various brands for distribution and marketing of handsets in the Indian markets. NDPL has marketing offices and warehouses located at various cities in India and over a period of time it has established a nationwide network to handle the distribution business all over India.
With the launch of 4G services, mainly by Reliance Jio, this market has expanded very fast and is going to expand manifold in future as well and will have more opportunities for NDPL, having a strong presence with warehouses across the country. NDPL is currently doing business with Gionee, VIVO and Tecno. mobile brands to distribute mobile handsets to LFRs (Large Format Retail outlets) across the country.
NDPL is in the process of further tie-ups with renowned brands by leveraging its logistics, warehousing & distribution expertise across the country.
DigiVive Services Private Limited (DSPL)
DSPL is in the business of running next generation mobile video OTT streaming services. It is running an OTT service ânexGTvâ since May 2011. nexGTv offers a bouquet of over 150 Television channels to its current subscriber base of around 5 Lakh customers and the nexGTv app has been downloaded by more than 25 million users from the various app stores. NexGTv also has a large VOD library of Tv content and movies. The delivery mechanisms for nexGTv include Native Client, Website, Mobile WAP browsers. Further, DSPL has also entered into offering Multiscreen solutions for Direct To Home (DTH) Industry and has tied up with two large DTH players in the country.
After the entry of Reliance Jio in India, followed by new set of OTT players stepping into the market, nexGTv completely redesigned the product and re-launched. Earlier their product was only for Indian audience, and after this, it was available all over the world.
A number of OTT video service providers such as Vuclip, Hotstar, Voot, Amazon Prime, Netflix, etc emerged in the market by 2016. They were all major players in the international market and invested heavily in the Indian market. They saw huge potential for growth as India was a growing market, both in terms of better network connectivity and increase in the audience for OTT video services. Content was definitely the topmost agenda for them as they had reportedly set aside huge budget exclusively for acquiring content in India. Not only the content but, other players invested hugely in understanding and connecting to the audience through online and offline marketing & advertisement.
Though this sector has a high rate of growth, but is constrained by requirement of regular high level of capital investment. The market is getting more competitive because of launch of cost effective content streaming services by large players like Reliance Jio, HotStar etc . nexGTv has been a strong contender in this segment in the past, but is gradually losing market share due to the challenges posed by large new players with their better content offerings, huge investments requirement and big marketing budgets. In view of above, the management was exploring the options to either go for consolidation or for divesting stake to some strategic player to create long term value proposition for its shareholders.
The Company on August 13, 2018 has signed the Share Purchase Agreement, to divest its entire stake in DigiVive Services Private Limited (DSPL), a wholly owned subsidiary of the Company, at a consideration of Rs.10 crore i.e. book value of the investment to Infotel Business Solutions Limited , pursuant to which DSPL will cease to be a wholly owned subsidiary of the Company. The aforesaid transaction will be completed on or before 30th September, 2018.
Media Matrix Enterprises Private Limited
Media Matrix Enterprises Private Limited (formerly Media Matrix Holdings Private Limited) is engaged in business of making investments in existing/new projects to be undertaken by us jointly or severally.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of your Company for the financial year 2017-18 are prepared in accordance with the provision of the Companies Act, 2013 read with the Rules issued thereunder, Accounting Standard AS -21 on Consolidated Financial Statements read with AS-23 onAccounting for Investments in Associates, AS -27 on Financial Reporting of Interests in Joint Ventures and the provisions of the Listing Regulations. The Audited Consolidated Financial Statement is provided in the Annual Report.
Subsidiaries, Joint Ventures and Associate Companies
A separate statement containing the salient features of financial statements of all subsidiaries of your Company forms part of Consolidated Financial Statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any shareholder desirous of obtaining the Annual Accounts and related information of the above subsidiary companies may write to the Company Secretary at M/s Media Matrix Worldwide Ltd. Plot No. 38, 4th Floor, Sector 32 Institutional Area, Gurgaon 122001, Haryana and the same shall be sent by post. The financial statements including the consolidated financial statements, financial statements of subsidiaries and all other documents required to be attached to this report have been uploaded on the website of the Company i.e. www.mmwlindia.com.
A report on the performance and financial position of each of subsidiaries, associates and joint venture companies as per the Companies Act, 2013 is provided as âAnnexure - Aâ to the consolidated financial statement and hence not repeated here for sake of brevity. The policy for determining material subsidiaries as approved by the Board of Directors may be accessed on the Companyâs website at the link: http://www.mmwlindia.com/PDF/investors/Policy%20for%20determining%20material %20subsidiaries.pdf
FIXED DEPOSITS
During the financial year 2017-18, your Company has not accepted any deposit within the meaning of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMPs) AND PARTICULARS OF EMPLOYEES
The remuneration paid to the Directors is in accordance with the Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force) and Regulation 19 of the Listing Regulations. The salient aspects covered in the Remuneration Policy have been outlined in the Corporate Governance Report which forms part of this report.
The Whole-Time Director of your Company does not receive remuneration from any of the subsidiaries of the Company.
The information required under Section 197 of the CompaniesAct, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of the Company is set out in âAnnexure - Aâ to this Report and is available on the website of the Company.
DIRECTORS & KEY MANAGERIAL PERSONNELS
APPOINTMENTS/RE-APPOINTMENTS/RESIGNATIONS
Shri Sandeep Jairath, Whole-time Director cum Chief Financial Officer is liable to retire by rotation at ensuing Annual General Meeting pursuant to Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Article of Association of your Company and being eligible offers himself for re-appointment. Appropriate resolution for his re- appointment is being placed for your approval at the ensuing AGM. The Brief resume of him and other related information have been detailed in the Notice convening the 33rd AGM of the Company.
During the financial year 2017-18, the Board of Directors has appointed Shri Sunil Batra as an Additional/Non- Executive Director w.e.f. 31st January, 2018 subject to the approval of shareholders at the ensuing AGM. Your directors recommend his appointment as a Director of the Company.
Further, the Board of Directors appointed Shri Aasheesh Verma as an Additional/ Independent Director w.e.f 13th August, 2018 for the term of 5 (five) years upto 12th August, 2023 subject to the approval of shareholders at the ensuing Annual General Meeting. Your Directors recommend his appointments.
Smt. Bela Banerjee shall complete her second term as an Independent Director and will cease to be Independent Director of the Company with the conclusion of ensuing Annual General Meeting.
However, the Board of Directors of the Company on the recommendation of Nomination and Remuneration Committee at their meeting held on 13th August, 2018 has appointed Smt. Bela Banerjee as Non-Executive Director of the Company w.e.f. 29th September, 2018. Your directors recommends her apointment as a Non-Executive Director of the Company.
Shri Bharat Bhushan Chugh has resigned from the Board of the Company and has ceased to be a director of the company w.e.f 13th August, 2018.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company and related matters are put up on the website of the Company at the link: http://mmwlindia.com/PDF/ MMWL-Familiarisation-Prog-ID.pdf
ANNUAL EVALUATION OF BOARD PERFORMANCE
Pursuant to the provisions of the Companies Act, 2013, read with the rules issued thereunder, Regulation 17(10) of the Listing Regulations and the circular issued by Securities Exchange Board of India (SEBI) on 5th January, 2017 with respect to guidance note on Board Evaluation, the evaluation of the annual performance of the Directors/Board/Committees were carried out for the financial year 2017-18. The Details of the evaluation process are set out in Corporate Governance Report which form form part of the report.
KEY MANAGERIAL PERSONNEL
During the financial year ended 31st March, 2018, Shri Sandeep Jairath, Whole-time Director cum Chief Financial Officer and Shri Gurvinder Singh Monga, Company Secretary remained the Key Managerial Personnel in accordance with the provisions of the Companies Act, 2013 and Rules made thereunder.
Shri Vineet Mittal has ceased to be a Chief Financial Officer of the Company w.e.f. 29th August, 2017.
Shri Sandeep Jairath was appointed as Whole-time Director cum Chief Financial Officer of the Company w.e.f. 29th August, 2017.
PARTICULARS OF EMPLOYEESâ AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), a statement showing the names of top ten employees of the Company in terms of remuneration drawn and other particulars of the employees drawing remuneration in excess of the limits set out in said rules are given in âAnnexure-Aâ annexed herewith.
NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE
The details of the number of Board and Audit Committee meetings of the Company are set out in the Corporate Governance Report which forms part of this Report.
AUDIT COMMITTEE
The details pertaining to Composition of Audit Committee are included in the Corporate Governance Report which forms part of this report.
DECLARATION OF INDEPENDENCE
The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(3) (c) of the Companies Act, 2013, the Directors confirm that:
(a) in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;
(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the loss of the Company for the financial year ended 31st March, 2018;
(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors have prepared the annual accounts on a âgoing concernâ basis;
(e) the Directors have laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
AUDITORS AND AUDITORSâ REPORT
At the 32nd Annual General Meeting (AGM) of the Company, Khandelwal Jain & Company, Chartered Accountants (Firm Registration No. 105049W) was appointed as the Statutory Auditors to hold office till the conclusion of the 33rd AGM of the Company. Khandelwal Jain & Co., Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and having confirmed their eligibility, offer themselves for re-appointment. The Company has received necessary letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. The Audit Committee and the Board of Directors, therefore, recommended re-appointment of Khandelwal Jain & Co., Chartered Accountants as Auditors of the Company for the financial year 2018-19 till the conclusion of next AGM for the approval of the Shareholders.
The observations in the Standalone and Consolidated Auditorsâ Report are self-explanatory and do not call for any further comments.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s MZ & Associates, Company Secretaries to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as âAnnexure - Bâ to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
EXTRACT OF ANNUAL RETURN
The details forming part of the extracts of the Annual Return in Form MGT - 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 are set out herewith as âAnnexure - Câ to this Report.
RELATED PARTY TRANSACTIONS
During the financial year 2017-18, there were no transactions with related parties which qualify as material transactions under the Listing Regulations.
The details of the related party transactions as required under Accounting Standard - 18 are set out in Note - 31 to the standalone financial statements forming part of this Annual Report.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website at the link: http://www.mmwlindia.com/PDF/investors/Policy%20on%20Related% 20Party%20Transactions.pdf.
LOANS, GUARANTEES AND INVESTMENTS
The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:
Amounts outstanding as at 31st March, 2018 (In Rs.)
|
Particulars |
Amount (In Lacs) |
|
Loans given |
NIL |
|
Guarantees given |
2600.00 |
|
Investments made |
14554.36 |
Loans, Guarantees and Investments made during the financial year 2017-18
|
Name of entity |
Relation |
Amount (Rs. in Lacs) |
Particulars of Loans, Guarantees and Investments |
Purpose for which the Loans, Guarantees and Investments are proposed to be utilized |
|
nexG Devices Private Limited |
Subsidiary under Section 2(87) of the Companies Act, 2013 |
2200.00 |
Guarantee |
Corporate Guarantee in favour of IndusInd Bank Limited on behalf of nexG Devices Private Limited, a subsidiary of the Company, for the procurement of raw material, spares, stores and meeting working capital requirement. |
|
nexG Devices Private Limited |
Subsidiary under Section 2(87) of the Companies Act, 2013 |
5000.00 |
Guarantee |
Corporate Guarantee in favour of HDFC Bank Limited on behalf of nexG Devices Private Limited, a subsidiary of the Company, for carrying out the operations and business activities. |
|
Media Matrix Enterprises Private Limited |
Subsidiary under Section 2(87) of the Companies Act, 2013 |
9425.00 |
Investment in 0% Compulsory Convertible Debentures (CCDâs) |
For business activities of the Subsidiary Purpose |
VIGIL MECHANISM
The Board of Directors of the Company have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The Company, through this policy envisages to encourage the Directors and Employees of the Company to report to the appropriate authorities any unethical behaviour, improper, illegal or questionable acts, deeds, actual or suspected frauds or violation of the Companyâs Code of Conduct for Directors and Senior Management Personnel. The Policy on Vigil Mechanism/ Whistle blower policy may be accessed on the Companyâs website at the link: http://www.mmwlindia.com/PDF/investors/ Whisle%20Blower %20Policy.pdf
DEMATERIALIZATION OF SHARES
Trading in the Equity Shares of the Company is only permitted in the dematerialized form as per the Securities and Exchange Board of India (SEBI) circular dated May 29, 2000.
The Company has established connectivity with both the Depositories viz. National Security Depository Ltd. (NSDL) as well as Central Depository Services (India) Ltd. (CDSL) to facilitate the demat trading. As on 31st March, 2018, 99.99% of the Companyâs Share Capital is in dematerialized form.
The ISIN allotted to the equity shares of the Company is INE200D01020. The Companyâs shares are frequently traded on BSE Limited.
CORPORATE GOVERNANCE
In Compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with certificate from the Practising Company Secretary firm on its compliance forms an integral part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is as under:
Part A and Part B relating to conservation of energy and technology absorption are not applicable to the Company as your Company is not a manufacturing Company.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.
GENERAL
a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise;
b) Your Company does not have any ESOP scheme for its employees/directors.
c) The Whole-time Director of the Company does not receives any remuneration or commission from any of its subsidiaries.
d) Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
e) No fraud has been reported by the Auditors to the Audit Committee or the Board of Directors of the Company.
f) During the year, your Company was not required to maintain cost records as prescribed under Section 148(1) of the Companies Act, 2013.
CAUTIONARY STATEMENT
Statement in the Management Discussions and Analysis describing the Companyâs projections, estimates, expectations or predictions may be âforward looking statementsâ within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Companyâs operations include demand supply conditions, changes in government regulations, tax regimes and economic developments within the country and abroad and such other factors.
ACKNOWLEDGEMENTS
The Directors of the Company are grateful to all the stakeholders including its customers, bankers, suppliers and employees of the Company for their co-operation and assistance.
For and on behalf of the Board
Date : 13th August, 2018 (Sandeep Jairath) (C.K. Goushal)
Place : Gurgaon Whole-time Director Director
Cum Chief Financial Officer (DIN : 01187644)
(DIN : 05300460)
Mar 31, 2016
The Directors have pleasure in presenting the 31st Annual Report and
Audited Accounts for the financial year ended 31st March, 2016.
FINANACIAL RESULTS
(in Rs.)
PARTICULARS 2015-2016 2014-2015
Gross Sales and Services 3,12,96,000 2,58,20,000
Other Income 41,32,964 72,22,730
Profit/(Loss) before
depreciation, finance
charges and taxation 59,25,302 57,87,931
Less: Depreciation &
Amortization expenses 1,93,919 2,29,987
Less: Finance Charges 6,817 1,773
Profit before Exceptional
items and Tax 57,24,566 55,56,171
Profit/(Loss) before taxes 57,24,566 55,56,171
Less: Tax Expenses
Current tax 18,75,592 22,01,965
Deferred tax 15,611 (2,62,713)
Profit/ (Loss) for the year
after tax 38,33,363 36,16,919
DIVIDEND
The Board of Directors do not recommend any dividend on Equity Share
Capital for the year under review with a view to conserve resources and
to plough back the profits for the Financial Year ended 31st March,
2016 and to strengthen the net working capital of the Company.
MANAGEMENT DISCUSSIONS & ANALYSIS (MDA)
FINANCIAL REVIEW
The operating income during the financial year ended 31st March, 2016
stood at Rs. 3,12,96,000/- as against the operating income of Rs.
2,58,20,000 in the previous financial year ended 31st March, 2015.
During the Year, the Company has earned a net profit of Rs. 38,33,363/-
as compared to the net profit of Rs. 36,16,919 in the previous year.
SHARE CAPITAL
During the financial year 2015 -2016 the paid up capital of the Company
stood at Rs. 1,13,27,42,219/- (Rupees One Hundred Thirteen Crore Twenty
Seven Lacs Forty Two Thousand Two Hundred Nineteen Only) divided into
Equity Shares of Re. 1/- each. Further during FY 2012-13, the Company
came out with issue of 90,77,85,000 equity shares with a face value of
Re.1/- each at a premium of Rs. 0.20 per equity share for an amount
aggregating Rs. 108,93,42,000/- on a rights basis to the equity
shareholders of the Company in the ratio of 9 equity shares for every 1
fully paid-up equity share held by the equity shareholders on the
record date, that is, on March 19, 2013. The right issue was opened on
March 30, 2013 and closed on April 27, 2013. As on March 31st, 2016,
the Company has fully utilized the entire amount of Rs. 10893.42 Lacs
for the objects of the issue as stated in the Letter of Offer.
INDUSTRY OVERVIEW FOR THE COMPANY & ITS SUBSIDIARIES
1. MOBILE HANDSETS MARKET IN INDIA
One of the subsidiaries of the Company, nexG Devices Private Limited
(NDPL), is engaged into trading of mobile handsets business in India.
Mobile Handset Market Overview
FY2015-16 has seen some tectonic shifts for the India mobile handset
industry. The handset market continued to see entry of new brands and
the expansion of portfolio of existing ones. From a breakthrough point
of view, there wasn''t anything remarkable except that Samsung came out
with the curved design and Apple launched iPhone 6S and 6S with 3D
touch functionality. Both the developments happened for the premium
segment Rs. 50,000 which in India is just 0.6% of the market. So, while
it has been time and again proved India is a low to medium priced
handsets market, and year 2015-16, has not added some great feature
sets to enrich user experience. However, the industry has been able to
offer more to a user for same or even less. Anecdotally, the Average
Selling Price (ASP) for a Smartphone in CY 2013 was Rs. 13,000 (volume:
41 mn units), which has come down to Rs.10,700 (volume: 95 mn units) by
the end of CY 2015. At the same time, the specifications of a
Smartphone have improved substantially. In CY 2013, just 0.07% of
Smartphone''s shipped had 4GB RAM for instance, which in CY 2015, was a
little over 0.6%. Similarly, other major specifications that trigger
the buyer''s decision to purchase a Smartphone have improved while ASPs
exhibited a receding trend.
Smartphone''s continued to show resilience and grew at an annual average
growth of 32% while feature phones continued to shrink. The decline in
feature phone shipments was 17% on an annual average basis. An
examination of the present scenario, coupled with an analysis of
historical trends tells us that the market for India mobile handsets
will settle around 250 mn units in 2016, a 4% growth compared to 2015.
The outlook seems that this trend will continue for a few more years,
as we move towards a ''Smartphone''s only'' market; this is because the
predicted demise of Feature phones does not seem likely anytime soon.
According to CMR''s India Monthly Mobile Handsets Market Review, 1Q CY
2016, May 2016 release, there were 53 million mobile phones in first
quarter of CY 2016 with 4% de-growth. Of the total 53 million mobile
handsets shipped during Q1 CY 2015, 45% (23.6 mn) were Smartphone''s.
The following is the snapshot for Q1 CY 2016:
- Make in India contribution at 67% of the total shipments.
Contribution rising in Smartphone''s as well as 4G sub-categories
highlighting the latest being manufactured in India.
- Samsung, Micromax and Intex still remain the ''top three'' players in
the overall market.
- Rs 10,000 - 15,000 price category of Smartphones saw maximum traction
and for the first time it displaced Rs 6,000 - 8,000 bracket to 2nd
rank.
- Average Selling Prices of Smartphones up 5.7% QoQ and 25% YoY.
According to CMR''s India Mobile Handset Report for 1Q CY 2016, India
shipped a total of 52.6 million handsets against 55.4 million in 1Q CY
2015, registering a decline of 4% YoY. The QoQ decline was 12.8%.
Segment wise QoQ and YoY comparison for Q1CY 2016
(Figures are in millions)
Segment Q1FY2016 Q4CY2015 QoQ Growth
Feature phone 29.2 35.0 -16.8%
Smartphone 23.6 25.5 -7.4%
Grand total 52.8 60.5 -12.8%
Segment Q12015 YoY Growth
feature Phone 35.9 -18.8%
Smart Phone 19.5 21.4%
Grand total 55.4 -4.7%
Contribution of India brands was at an all-time high of 45%, up 7%
compared to 4Q''15, while the handsets actually made out of India
contributed 67% to the sales. The contribution of Chinese and Global
brands has though declined QoQ by few percentage points.
While in the 4Q''15, the Average Selling Price for a Smartphone was Rs
12,285, this has shot up to Rs 12,983 in 1Q''16. The same was Rs 10,364
in the first quarter of 2015. For the first time, price band of Rs
10,000 - 15,000 contributing the maximum (22%) towards the Smartphone
shipments. Usually, the prime contributor used to be the price bracket
of Rs 6,000 - 8,000. This increase has been primarily due to
introduction of shipments by LeEco and launch of new handsets /
significant increase in shipments from Lenovo, Oppo, LG, Panasonic,
Micromax, Intex, LYF (RJio) and Vivo in Rs 10,000 - 15,000 price bands.
Some of the Smartphone''s that have done exceptionally well in this
price band include Lenovo''s K4 Note, LeEco''s Le 1S, Micromax''s Canvas
Mega 4G, Huawei''s Honor 5X and Intex''s Aqua Freedom.
Among the handsets produced out of India, 66% of the Smartphone''s and
60% of the 4G Smartphone''s were manufactured in India itself.
Market Share Movements
Rankings of major players remain static; Samsung secured the top slot,
followed by Micromax and Intex. While the global players are
increasingly focusing on 4G LTE technology, domestic players could
still see some profits in 3G technology. Moving forward, it would be
all about 4G LTE and 2016 is the year when a major transformation is
expected in the telecom sector with respect to change in technology.
(Source: CMR''s India Mobile Handsets Market Review, May 2016 release at
http://cmrindia.com/as-mobile-markets-grow-
flat-brands-pitching-to-sell-higher-value-smartphones-
starting-1q-cy-2016-in-india)
2. BPO INDUSTRY
One of the subsidiaries of the Company, DigiCall Teleservices Private
Limited along with step down subsidiary of the Company, are engaged
into domestic and international BPO services in India respectively.
Domestic BPO Industry Overview
The Business Process Outsourcing Services industry has undergone a
rigorous transformation; it has effectively grown to provide strategic
partnership for clients today. It has surely left an indelible impact
on the Indian BPO industry. The sector has rapidly evolved, in terms of
expanding its verticals and geographic markets, attracting new
customers, transforming from a technology partner to a strategic
partner, thus cementing India''s position as the premier global sourcing
destination. The fact that the gamut of services has seen a significant
change with BPOs managing end-to-end services indicates the growing
maturity of the industry. The industry has already begun moving from
enterprise services to providing ''enterprising solutions'' -
incorporating SMAC (Social, Mobile, Analytics and the Cloud) to create
client impact, not only on cost, but revenues, profit margins and cash
flows.
Key Trends in domestic BPO Industry
Growing adoption of outsourcing services by companies to even manage
their core management process is giving a new perspective to the global
sourcing industry. Every BPO Services is going beyond customer
satisfaction to value added services and delivering customer services
24Ã7 with the help of secured social media networking platforms. As
business is evolving, BPO industry is evolving with it - and the
changes in the business world mean that today''s BPO players should pose
ability to increase business responsibility and control.
On account of the resurgence in ecommerce based consumer businesses
recently, BPO companies are also more focused on the domestic market.
The ecommerce companies are expected to outsource their call center and
customer care services to BPO/KPOs for faster and cost effective
solutions. The stiff competition in the domestic consumer market is
pushing these companies to focus more on the technology driven business
offering. The growing demand for goods particularly among the India
middle class, rising incomes and standard of life has led to the growth
in this sector. Tier II & III cities emerged as the new centers for
delivery of services, in fact many new tier II & III cities are
emerging as delivery locations.
India''s competitiveness as the foremost outsourcing destination is
being threatened by wage inflation, the rise of other locations,
particularly the Philippines and China as alternative sourcing
destinations. The changing market trends created more and more
challenges to the global BPM sectors. Companies looking to build a
satisfied and loyal customer base need to realize that only customer
satisfaction does not drive customer delight, but by satisfying
customers, companies can nurture long-term relationships and customer
loyalty.
Industry Outlook for Domestic BPO
Future growth is expected to come from a combination of high value
services, increasing non-linear play and further extension of the
sector''s cost proposition. There will be increasing demand for domain
based BPO services. A number of sectors in India are also expected to
outsource higher percentage of their non-core work giving boost to the
domestic sector. Growing talent pool of India has the ability to drive
the R&D and innovation business in this space.
The BPO industry is likely to be moved by two trends over the next few
years. One is in the approach to outsourcing, with multi-sourcing
becoming more prevalent, and the other is in technology where
previously specialist services are now becoming commodity based. The
latter is especially noticeable in the current trend to cloud hosting.
(Source: Infotechlead.com &
http://www.infotechlead.com/2013/12/19/outsourcing-trends-2014-
bpo-companies-increase- focus-domestic-market-17407)
3. MOBILE TELEVISION OR MOBILE VIDEO STREAMING BUSINESS
One of the subsidiaries of the Company, Divisive Services Private
Limited is engaged into mobile video streaming services in India.
Mobile Video Streaming Industry Overview
Globally, video consumption has grown rapidly to make it one of the
largest categories on PC-Internet. Mobile has also begun to play a
significant role in video consumption across the world with over 15% of
the total video consumption already moving towards mobile devices in
countries like Japan and UK. In the US, most players in the top ten
offer free ad-supported videos through varying business models.
There are three types of business models which have been successful in
the videos space - Ad-supported user generated content, Ad-supported
premium content and Paid premium content. Fermium models also exist
where a part of the content is offered for free (generally
ad-supported), and the remaining part is offered for a fee.
In India too, videos have witnessed significant growth with total
number of videos watched growing to 3.7 billion in March 2013 from 1.9
Billion in March 2011, an approximately 100% increase in 2 years.
Key Players in Mobile Video Streaming Industry
While players like YouTube and Unclip have developed a strong position
in the online video distribution market in India, a significant quantum
of local Indian content still remains to be digitized. This presents a
large opportunity for local players who can build a differentiated
position on the basis of their content catalogues.
Paid premium videos in India originated from telcos who offered mobile
TV services to their consumers through a subscription model. The key
players in the industry includes Apalya (a portfolio company of Kalaari
Capital, IDG Ventures, Qualcomm Ventures and Cisco Ventures), nexGTv,
Yupp TV, Sony LIV, Hello Tv, Ditto TV, Hotstar (a venture by Star
group) and Zenga TV.
Key Trends in Mobile Video Streaming Industry
While larger global technology platforms dominate the list of top video
websites (globally), a top-10 ranking by the number of ads served has
as many as five video ad networks/exchanges in it. Video ad networks
improve targeting capabilities and enhance awareness among advertisers.
Video advertising is rapidly emerging as a substitute for brand
advertising on TV due to the similarity in consumption and delivery
patterns of these advertisements (with the introduction of pre-roll,
in-roll and post-roll advertisements in online videos). While premium
content providers attract brand advertisers directly, ad networks play
a significant role in helping publishers with semi-premium and
non-premium video inventory (a segment that is growing at a rapid pace)
monetize their content.
Opportunities And Outlook
The strategy of Company and/or its subsidiaries has been towards
investing in the new application and/or technologies related to Mobile
on account of rising demand for data services/solution in 3G/4G era,
and making investments in next generation businesses including
Contents, Telecom and Media businesses which are expected to have
substantial growth over the next decade on account of rising demand
from online and e-commerce businesses. The Company would be working
either directly or through its subsidiaries to take up existing and/or
new projects to achieve the above.
Threat, Risks & Concern
The Company and/or its subsidiaries operates in a competitive
environment and faces competition from both the international as well
as domestic players and within domestic industry, from both the
organized and unorganized players. However, no player in the industry
is an integrated player.
Adequacy of Internal Control
The Company has a well laid out internal control system for the various
agencies. M/s. Oswal Sunil & Company, Chartered Accountants, Firm
Registration No. 016520N are currently the Internal Auditors of the
Company. The internal control system is so designed to ensure that
there is adequate safeguard, maintenance and usage of assets of the
Company.
Internal Financial Controls related to Financial Statements
Your Company has put in place adequate Internal Financial Controls with
reference to the financial statements, some of which are outlined
below. Your Company has adopted accounting policies which are in line
with the Accounting Standards prescribed in the Companies (Accounting
Standards) Rules, 2006 that continue to apply under Section 133 and
other applicable provisions, if any, of the Companies Act, 2013 read
with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant
provisions of the Companies Act, 1956, to the extent applicable. These
are in accordance with generally accepted accounting principles in
India. Changes in policies, if any, are approved by the Audit Committee
in consultation with the Statutory Auditors.
The policies to ensure uniform accounting treatment are prescribed to
the subsidiaries of your Company. The accounts of the subsidiary
companies are audited and certified by their respective Statutory
Auditors for consolidation.
Your Company in preparing its financial statements makes judgments and
estimates based on sound policies and uses external agencies to verify/
validate them as and when appropriate. The basis of such judgments and
estimates are also approved by the Statutory Auditors and Audit
Committee.
The Management periodically reviews the financial performance of your
Company against the approved plans across various parameters and takes
necessary action, wherever necessary.
RISK MANAGEMENT
The management periodically briefs the Committee on the emerging risks
along with the risk mitigation plans put in place. Risk management is
interlinked with the annual planning exercise where each function and
business carries out a fresh risk identification, assessment and draws
up treatment plans.
There are no risk which in the opinion of the Board threaten the
existence of the Company.
Human Resources
The Company currently has a strong technical team with experience in
developing new applications and technologies required for supporting
the Mobile Content distribution platform and we would like to thank
each and every member of the MMWL family, its Subsidiaries for their
role and continuous contribution towards the Company''s performance.
Our Subsidiaries
nexG Devices Private Limited (NDPL)
Our Wholly owned Subsidiary, NDPL, has rich experience in procurement
and distribution of Mobile Handsets of various brands including OPPO,
Karbonn, Samsung and Micromax. NDPL has distribution arrangement with
these brands for distribution and marketing of handsets in the Indian
markets. NDPL has marketing offices and warehouses located at various
cities in India and over a period of last 5 years have established a
nationwide network to handle the distribution business all over India.
With the entrance of 4G mainly by Reliance Jio, this market is going to
expand manifold and will have more opportunities for NDPL having a
strong presence of warehouses pan India. NDPL has tied up with OPPO
mobiles to distribute mobile handsets to Reliance Retail Limited''s LFR
(Large Format Retail outlets) in 9 cities at present and which would
increase to over 20 cities by the end of 2017.
NDPL is in the process of further tie-ups with renowned brands such as
Blue, One plus, etc. by leveraging NDPL''s logistics, warehousing &
distribution expertise to create a win-win opportunity both for NDPL &
these brands.
DigiVive Services Private Limited (DSPL)
DSPL is in the business of running next generation mobile video OTT
streaming services. It is running a Mobile TV service "nexGTv" since
May 2011. nexGTv offers a bouquet of over 150 Television channels to a
current subscriber base of around 11 Lakh customers and the nexGTv app
has been downloaded by more than 25 million users from the various app
stores. NexGTv also has a large VOD library of Tv content and movies.
The delivery mechanisms for nexGTv include Native Client, Website,
Mobile WAP browsers. Further, DSPL has also entered into offering
Multiscreen solutions for Direct To Home (DTH) Industry and has tied up
with Airtel DTH and Videocon DTH.
DSPL has entered into operator tie-ups with almost all telecom
operators in India for subscription Billing & Data packs bundling. DSPL
is currently in process of integration with International operators
like Dialog Srilanka, Dubai Telecom via Billing Aggregators like
Junotel, Fortumo etc.
DSPL have tied up with multiple partners for nexGTv alliance in recent
times for distribution of OTT service. Few of the key partners include
Paytm, Oxigen, DEN boomband, Shopclues, Zen mobile, Karbonn etc.
DigiCall Teleservices Private Limited (DTPL)
DTPL, operating in the BPO segment, was set up primarily as an ITES
organization and supports a wide range of service offering. It was
incorporated as Pagepoint Services (India) Private Limited in 1992 for
providing Radio Paging services. DTPL discontinued the Paging business
in 2004-05, given the declining use of paging services and closure of
the paging industry internationally. DTPL started the business of
domestic call center in 1999 and since then has been developing this
business. DTPL today employees over 5,000 people nationwide in its
various centers located in some of the major cities across India.
DigiCall Global Private Limited (DGPL)
DigiCall Global Private Limited is a 100% subsidiary of DigiCall
Teleservices Private Limited which itself is a subsidiary of the
Company. By virtue of subsidiary of subsidiary, DGPL has also become
subsidiary of the Company. DGPL is also in the BPO operations and
caters to the need of international markets and primarily to the global
clients based out in the UK and US through global delivery network and
a comprehensive outsourcing services infrastructure.
Media Matrix Enterprises Private Limited (formerly Media Matrix
Holdings Private Limited) (MMEPL)
Media Matrix Enterprises Private Limited (formerly Media Matrix
Holdings Private Limited) has been incorporated with a view to make
investments in existing/new projects to be undertaken by us jointly or
severally.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of your Company for the financial
year 2015-16 are prepared in accordance with the Companies Act, 2013
read with the Rules issued there under, Accounting Standard AS -21 on
Consolidated Financial Statements read with AS-23 on Accounting for
Investments in Associates, AS -27 on Financial Reporting of Interests
in Joint Ventures and the provisions of the Listing Regulations. The
Audited Consolidated Financial Statement is provided in the Annual
Report.
Subsidiaries, Joint Ventures and Associate Companies
M/s DigiCall Teleservices Private Limited, M/s DigiVive Services
Private Limited, M/s DigiCall Global Private Limited, M/s. nexG Devices
Private Limited and M/s Media Matrix Enterprises Private Limited
(Formerly Media Matrix Holdings Private Limited) continue to be the
subsidiaries of your Company. The Company does not have any Joint
Ventures / Associates during the year under review.
A separate statement containing the salient features of financial
statements of all subsidiaries of your Company forms part of
Consolidated Financial Statements in compliance with Section 129 and
other applicable provisions, if any, of the Companies Act, 2013. The
financial statements of the subsidiary companies and related
information are available for inspection by the members at the
Registered Office of your Company during business hours on all days
except Saturdays, Sundays and public holidays up to the date of the
Annual General Meeting (AGM) as required under Section 136 of the
Companies Act, 2013. Any shareholder desirous of obtaining the Annual
Accounts and related information of the above subsidiary companies may
write to the Company Secretary at M/s Media Matrix Worldwide Ltd. Plot
No. 38, 4th Floor, Sector 32, Institutional Area, Gurgaon 122001,
Haryana and the same shall be sent by post. The financial statements
including the consolidated financial statements, financial statements
of subsidiaries and all other documents required to be attached to this
report have been uploaded on the website of the Company i.e.
www.mmwlindia.com.
A report on the performance and financial position of each of
subsidiaries, associates and joint venture companies as per the
Companies Act, 2013 is provided as "Annexure - A" to the consolidated
financial statement and hence not repeated for sake of brevity. The
policy for determining material subsidiaries as approved by the Board
of Directors may be accessed on the Company''s website at the link:
http://mmwlindia.com/CorporateGovernance/Policy%20for%20determining%
20material%20subsidiaries.pdf
FIXED DEPOSITS
During the financial year 2015-16, your Company has not accepted any
deposit within the meaning of Section 73 and 74 of the Companies Act,
2013 read together with the Companies (Acceptance of Deposits) Rules,
2014.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND PARTICULARS OF EMPLOYEES
The remuneration paid to the Directors is in accordance with the
Remuneration Policy formulated in accordance with Section 178 of the
Companies Act, 2013 (including any statutory modification(s) or
re-enactment(s) for the time being in force) and Regulation 19 of the
Listing Regulations. The salient aspects covered in the Remuneration
Policy have been outlined in the Corporate Governance Report which
forms part of this report.
The Whole-Time Director of your Company does not receive remuneration
from any of the subsidiaries of the Company.
The information required under Section 197 of the Companies Act, 2013
read with Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of Directors/employees of the Company
is set out in "Annexure - A" to this Report and is available on the
website of the Company.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Appointments/Re-appointments
Shri Bharat Bhushan Chugh, Whole-time Director designated as Director
(Finance) is liable to retire by rotation at ensuing Annual General
Meeting pursuant to Section 152 of the Companies Act, 2013 read with
the Companies (Appointment and Qualification of Directors) Rules, 2014
and the Articles of Association of your Company and being eligible
offers himself for re-appointment. Appropriate resolution for his
re-appointment is being placed for your approval at the ensuing AGM.
The Brief resume of him and other related information have been
detailed in the Notice convening the 31st AGM of your Company. Your
Directors recommend his re-appointment as Whole-time Director of your
Company.
In compliance with the provisions of Section 149, 152, Schedule IV and
other applicable provisions, if any, of the Companies Act, 2013 read
with the Companies (Appointment and Qualification of Directors) Rules,
2014, Smt. Bela Banerjee was appointed as an Independent Director of
your Company at 30th Annual General Meeting (AGM) held on 28th
September, 2015.
Smt. Bela Banerjee was appointed as an Independent Director to hold
office up to 1 (one) year for a term up to the conclusion of this
Annual General Meeting. Accordingly the term of the Independent
Directors will come to end with the conclusion of this Annual General
Meeting.
On the recommendations of the Nomination & Remuneration Committee of
the Company, Smt. Bela Banerjee is proposed to be re-appointed as an
Independent Director pursuant to the provision of Section 149 of the
Companies Act, 2013 and rules made thereunder and Listing Regulations
at the ensuing Annual General Meeting for the second term of two years.
Appropriate resolution for her re-appointment is being placed for your
approval at the ensuing AGM. Your Directors recommend her
re-appointment as an Independent Director of your Company.
Familiarization Programme for Independent Directors
The details of programmes for familiarization of Independent Directors
with the Company, their roles, rights, responsibilities in the Company
and related matters are put up on the website of the Company at the
link: http://mmwlindia.com/
CorporateGovernance/FAMILIARIZATION%20PROGRAM%20FOR%20INDEPENDENT%
20DIRCTORS.pdf
Annual Evaluation of Board Performance
Pursuant to the provisions of the Companies Act, 2013, read with the
rules issued there under (including any statutory modification(s) or
re-enactment(s) thereof for the time being in force) and Listing
Regulations, the Nomination and Remuneration Committee/Independent
Directors Committee have evaluated effectiveness of the
Board/Committee/Directors for the financial year 2015-16. Further the
Board of Directors also evaluated the performance of Independent
Directors as required under Regulation 17 of Listing Regulations. The
criteria applied in the evaluation process are detailed in the
Corporate Governance Report which forms part of this report.
Key Managerial Personnel
During the year under review, Shri Bharat Bhushan Chugh, Director
(Finance), Shri Vineet Mittal, CFO and Shri Gurvinder Singh Monga,
Company Secretary remained the Key Managerial Personnel in accordance
with the provisions of the Companies Act, 2013 and Rules made there
under. Shri Shitij Wadhwa, Company Secretary resigned on 1st October,
2015 and Shri Gurvinder Singh Monga was appointed as a Company
Secretary w.e.f. 9th February, 2016.
PARTICULARS OF EMPLOYEES'' AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Companies Act,
2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (including any
statutory modification(s) or re- enactment(s) thereof for the time
being in force), a statement showing the names of top ten employees of
the Company in terms of remuneration drawn and other particulars of the
employees drawing remuneration in excess of the limits set out in said
rules are given in "Annexure-A" annexed herewith.
NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE
The details of the number of Board and Audit Committee meetings of the
Company are set out in the Corporate Governance Report which forms part
of this Report.
AUDIT COMMITTEE
The details pertaining to Composition of Audit Committee are included
in the Corporate Governance Report which forms part of this report.
DECLARATAION OF INDEPENDENCE
The Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence as
prescribed under the provisions of Companies Act, 2013 read with the
Schedules and Rules issued there under as well as Regulation 16(1)(b)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(3) (c) of the Companies
Act, 2013, the Directors confirm that:
(a) in the preparation of the annual accounts for the financial year
ended 31st March, 2016, the applicable accounting standards and
Schedule III of the Companies Act, 2013, have been followed and there
are no material departures from the same;
(b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2016 and of the profit of the Company
for the financial year ended 31st March, 2016;
(c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(d) the Directors have prepared the annual accounts on a ''going
concern'' basis;
(e) the Directors have laid down proper internal financial controls to
be followed by the Company and that such internal financial controls
are adequate and are operating effectively; and
(f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
AUDITORS AND AUDITORS'' REPORT
At the 30th Annual General Meeting (AGM) of the Company, Khandelwal
Jain & Company, Chartered Accountants (Firm Registration No. 105049W)
was appointed as the Statutory Auditors to hold office till the
conclusion of the 31st AGM of the Company. Khandelwal Jain & Co.,
Chartered Accountants, Auditors of the Company retire at the conclusion
of the ensuing Annual General Meeting and having confirmed their
eligibility, offer themselves for re-appointment. The Company has
received necessary letter from them to the effect that their
re-appointment, if made, would be within the prescribed limits under
Section 141(3)(g) of the Companies Act, 2013 and that they are not
disqualified for re-appointment. The Audit Committee and the Board of
Directors, therefore, recommended re-appointment of Khandelwal Jain &
Co., Chartered Accountants as Auditors of the Company for the financial
year 2016-17 till the conclusion of next AGM for the approval of the
Shareholders.
The observations in the Standalone and Consolidated Auditors'' Report
are self-explanatory and do not call for any further comments.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, your Company has appointed M/s MZ & Associates,
Company Secretaries to conduct the Secretarial Audit of your Company.
The Secretarial Audit Report is annexed herewith as "Annexure - B" to
this Report. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.
EXTRACT OF ANNUAL RETURN
The details forming part of the extracts of the Annual Return in Form
MGT - 9 in accordance with Section 92(3) of the Companies Act, 2013
read with the Companies (Management and Administration) Rules, 2014 are
set out herewith as "Annexure - C" to this Report.
RELATED PARTY TRANSACTIONS
During the financial year 2015-16, there were no transactions with
related parties which qualify as material transactions under the
Listing Agreement and Listing Regulations.
The details of the related party transactions as required under
Accounting Standard - 18 are set out in Note - 30 to the Standalone
Financial Statements forming part of this Annual Report.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be
accessed on the Company''s website at the link:
http://mmwlindia.com/CorporateGovernance/MMWL-Related-
party-transactions-policy.pdf
LOANS, GUARANTEES AND INVESTMENTS
The details of loans, guarantees and investments under Section 186 of
the Companies Act, 2013 read with the Companies (Meetings of Board and
its Powers) Rules, 2014 are as follows:
Amounts outstanding as at 31st March, 2016
Particulars Amount (In Lac)
Loans given 67.43
Guarantees given 2422
Investments made 16155.91
Loans, Guarantees and Investments made during the financial year
2015-16
Name of entity Relation Amount Particulars of Loans,
(Rs. in Lac) Guarantees and
Investments
DigiCall Subsidiary
under 728.43 Investment in 0 %
TeleServices Section
2(87) of Compulsory Convertible
Private
Limited the
Companies Debentures (CCD''s)
Act, 2013
Media Matrix Subsidiary
under 384.50 Investment in 0 %
Enterprises Section
2(87) of Compulsory Convertible
Private Ltd the
Companies Debentures (CCD''s)
Act, 2013
DigiVive Subsidiary
under 851.56 Investment in 0 %
Services Section
2(87) of Compulsory Convertible
Private
Limited the
Companies Debentures (CCD''s)
Act, 2013
DigiCall Subsidiary
under 536.00 Guarantee
TeleServices Section
2(87) of
Private
Limited the
Companies
Act, 2013
DigiCall
Global Subsidiary
under 150.00 Guarantee
Private
Limited Section
2(87) of
the
Companies
Act, 2013
Name of entity Purpose for which the Loans,
Guarantees and Investments
are proposed to
be utilized
Digi call For Business Purpose
tele Service
pivate Limited
Media Matrix For Business Purpose
Enterprises
private ltd
Digi vive For Business Purpose
Service
private Limited
Digi Call Corporate Guarantee in favour
Tele Seice of Andhra Bank on behalf of
private Limited DigiCall TeleServices Private
Limited, a wholly owned
subsidiary of the Company,
for a term loan of Rs. 236
Lacs and short term loan of
Rs. 300 Lacs availed of by
wholly owned subsidiary.
Digi call global Corporate Guarantee in favour
Private limited of Andhra Bank on behalf of DigiCall
Global Private Limited, a
wholly owned subsidiary of
the Company, for a
short term loan of Rs. 150
Lacs availed of by the wholly owned
subsidiary for the purchase of
new equipment.
VIGIL MECHANISM
The Board of Directors of the Company have formulated a Whistle Blower
Policy which is in compliance with the provisions of Section 177(10) of
the Companies Act, 2013 and Regulation 22 of the Listing Regulations.
The Company, through this policy envisages to encourage the Directors
and Employees of the Company to report to the appropriate authorities
any unethical behavior, improper, illegal or questionable acts, deeds,
actual or suspected frauds or violation of the Company''s Code of
Conduct for Directors and Senior Management Personnel. The Policy on
Vigil Mechanism/ Whistle blower policy may be accessed on the Company''s
website at the link: http://mmwlindia.com/CorporateGovernance/
Whisle%20Blower%20Policy.pdf
DEMATERIALIZATION OF SHARES
Trading in the Equity Shares of the Company is only permitted in the
dematerialized form as per the Securities and Exchange Board of India
(SEBI) circular dated May 29, 2000.
The Company has established connectivity with both the Depositories
viz. National Securities Depository Ltd. (NSDL) as well as Central
Depository Services (India) Ltd. (CDSL) to facilitate the demat
trading. As on 31st March, 2016, 99.99% of the Company''s Share Capital
is in dematerialized form.
The ISIN allotted to the equity shares of the Company is INE200D01020.
The Company''s shares are frequently traded on BSE Limited.
CORPORATE GOVERNANCE
In Compliance with Regulation 34 of the Listing Regulations, a separate
report on Corporate Governance along with certificate from the Company
Secretaries Firm on its compliance, forms an integral part of this
report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo as stipulated under Section 134 of
the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014
is as under:
Part A and Part B relating to conservation of energy and technology
absorption are not applicable to the Company as your Company is not a
manufacturing Company.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars Financial Year Ended Financial Year Ended
31.03.2016 31.03.2015
Foreign exchange
earned in terms
of actual inflows NIL NIL
Foreign exchange
outgo in terms of
actual outflows NIL NIL
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant/material orders passed by the Regulators or
Courts or Tribunals impacting the going concern status of your Company
and its operations in future.
GENERAL
a) Your Company has not issued equity shares with differential rights
as to dividend, voting or otherwise;
b) Your Company does not have any ESOP scheme for its
employees/directors.
c) The Whole-time Director of the Company does not receive any
remuneration or commission from any of its subsidiaries.
d) Your Directors further state that during the year under review,
there were no cases filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
e) No fraud has been reported by the Auditors to the Audit Committee or
the Board of Directors of the Company.
CAUTIONARY STATEMENT
Statement in the Management Discussions and Analysis describing the
Company''s projections, estimates, expectations or predictions may be
''forward looking statements'' within the meaning of applicable
securities laws and regulations. Actual results could differ materially
from those expressed or implied. Important factors that would make a
difference to the Company''s operations include demand supply
conditions, changes in government regulations, tax regimes and economic
developments within the country and abroad and such other factors.
ACKNOWLEDGEMENTS
The Directors of the Company are grateful to all the stakeholders
including the customers, bankers, suppliers and employees of the
Company for their co-operation and assistance.
For and on behalf of the Board
Date: - 12th August, 2016 (B.B. Chugh) (C.K. Goushal)
Place: - Gurgaon Director
(Finance) Director
DIN : 00472532 DIN : 01187644
Mar 31, 2015
The Directors of the Company have pleasure in presenting the 30th
Annual Report and Audited Statement of Accounts for the financial year
ended 31st March, 2015.
(in Rs.)
FINANCIAL RESULTS 2014-15 2013-14
Sales and Services 2,58,20,000 3,05,76,000
Other Income 72,22,730 1,30,44,215
Profit/(Loss) before depreciation,
finance charges and taxation 57,86,158 63,11,914
Less: Depreciation & Amortization 2,29,987 1,86,446
Profit/ (Loss) before
Exceptional Items and tax 55,56,171 61,25,468
Profit before Tax 55,56,171 61,25,468
Less: Tax Expense
Current Tax 22,01,965 20,20,270
Deferred Tax (2,62,713) (1,20,595)
Profit/Loss for the year after tax 36,16,919 42,25,793
DIVIDEND
The Board of Directors do not recommend any dividend on Equity Share
Capital for the year under review with a view to conserve resources and
to plough back the profits for the Financial Year ended 31st March,
2015 and to strengthen the net working capital.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(3)(c) of the Companies
Act, 2013, the Directors confirm that:
(a) in the preparation of the annual accounts for the financial year
ended 31st March, 2015, the applicable accounting standards and
Schedule III of the Companies Act, 2013, have been followed and there
are no material departures from the same;
(b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2015 and of the profit of the Company
for the financial year ended 31st March, 2015;
(c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(d) the Directors have prepared the annual accounts on a 'going
concern' basis;
(e) the Directors have laid down proper internal financial controls to
be followed by the Company and that such internal financial controls
are adequate and are operating effectively; and
(f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
AUDITORS AND AUDITORS' REPORT
At the 29th Annual General Meeting (AGM) of the Company, M/s Khandelwal
Jain & Company, Chartered Accountants (Firm Registration No. 105049W)
was appointed as the Statutory Auditors to hold office till the
conclusion of the 30th AGM of the Company. M/s Khandelwal Jain &
Company, Chartered Accountants, Auditors of the Company retire at the
conclusion of the ensuing Annual General Meeting and having confirmed
their eligibility, offer themselves for re-appointment. The Company has
received necessary letter from them to the effect that their
re-appointment, if made, would be within the prescribed limits under
Section 141(3)(g) of the Companies Act, 2013 and that they are not
disqualified for re Âappointment. The Audit Committee and the Board of
Directors, therefore, recommended the re- appointment of M/s Khandelwal
Jain & Company, Chartered Accountants as Auditors of the Company for
the financial year 2015-16 for the approval of Shareholders.
The observations in the Auditors' Report are self explanatory and do
not call for any further comments.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, your Company has appointed CS Mohd Zafar,
Practicing Company Secretary, CP No. 13875, to conduct the Secretarial
Audit of your Company. The Secretarial Audit Report is annexed herewith
as "Annexure - B" to this Report. The Secretarial Audit Report does not
contain any qualification, reservation or adverse remarks.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form
MGT Â 9 in accordance with Section 92(3) of the Companies Act, 2013
read with the Companies (Management and Administration) Rules, 2014 are
set out herewith as "Annexure  C" to this Report.
RELATED PARTY TRANSACTIONS
During the financial year 2014-15, there were no transactions with
related parties which qualify as material transactions under the
Listing Agreement.
The details of the related party transactions as required under
Accounting Standard  18 are set out in Note 31 to the standalone
financial statements forming part of this Annual Report.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be
accessed on the Company's website at the link:
http://www.mmwlindia.com/CorporateGovernance/Policy%20for%20
determining%20material%20subsidiaries.pdf
LOANS, GUARANTEES AND INVESTMENTS
The details of loans, guarantees and investments under Section 186 of
the Companies Act, 2013 read with the Companies (Meetings of Board and
its Powers) Rules, 2014 are as follows:
Amount outstanding as at 31st March, 2015
(Rs. in lacs)
Particulars Amount
Loans given 1780.50
Guarantees given 1736.00
Investments made 14191.00
Loans, Guarantees and Investments made during the financial year
2014-15 (Rs. in lacs)
Name of entity Relation Amount Particulars
of loan Purpose for which
the Loans,
Guarantee and Guarantees and
investments are
Investments proposed to be
utilized
DigiCall
Teleservices Wholly
Owned 736.00 Guarantee For business
purpose
Private
Limited Subsidiary
VIGIL MECHANISM
The Board of Directors of the Company have formulated a Whistle Blower
Policy which is in compliance with the provisions of Section 177(10) of
the Companies Act, 2013 and Clause 49 of the Listing Agreement. The
Company, through this policy envisages to encourage the Directors and
Employees of the Company to report to the appropriate authorities any
unethical behaviour, improper, illegal or questionable acts, deeds,
actual or suspected frauds or violation of the Company's Code of
Conduct for Directors and Senior Management Personnel. The Policy on
Vigil Mechanism / Whistle blower policy may be accessed on the
Company's website at the link:
http://www.mmwlindia.com/CorporateGovernance/Whisle%20Blower%20Policy.pdf
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo as stipulated under Section 134 of
the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014
is as under:
Part A and Part B relating to conservation of energy and technology
absorption are not applicable to the Company as your Company is not a
manufacturing company.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
(in Rs.)
Total foreign exchange
earnings and outgo 2014-15 2013-2014
FOB Value of Exports Nil Nil
CIF Value of Imports Nil 48,66,850
Expenditure in foreign currency Nil Nil
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant/material orders passed by any of the
Regulators or Courts or Tribunals impacting the going concern status of
your Company and its operations in future.
GENERAL
a) Your Company has not issued equity shares with differential rights
as to dividend, voting or otherwise;
b) Your Company does not have any ESOP scheme for its
employees/directors.
c) The Whole - time Director of the Company does not receive any
remuneration or commission from any of its subsidiaries.
DEMATERIALIZATION OF SHARES
Trading in the Equity Shares of the Company is only permitted in the
dematerialized form as per the Securities and Exchange Board of India
(SEBI) circular dated May 29, 2000.
The Company has established connectivity with both the Depositories
viz. National Security Depository Ltd. (NSDL) as well as Central
Depository Services (India) Ltd. (CDSL) to facilitate the demat
trading. As on 31st March, 2015, 99.99% of the Company's Share Capital
is in dematerialized form.
The Company's shares are regularly traded on BSE Limited.
DERECOGNITION OF MADHYA PRADESH STOCK EXCHANGE
Madhya Pradesh Stock Exchange Limited (MPSE) has opted for "Voluntary
Exit" from the exchange business in view of the circular no.
CIR/MRD/DSA/14/2012 dated May 30th, 2012. SEBI vide its WTM/RKA
/MRD/50/2015 dated 09th June, 2015 has granted the Exit opportunity to
MPSE and passed the order for its exit. In view of above the Shares of
the Company are not listed at MPSE. The Company's Shares are now listed
only at BSE Limited.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing agreement with BSE, the Corporate
Governance report together with a certificate issued by a Company
Secretary in whole time Practice having Membership Number, ACS 28165 on
its compliance is made part of the Annual Report.
CAUTIONARY STATEMENT
Statement in the management's discussions and analysis describing the
Company's projections, estimates, expectations or predictions may be
'forward looking statements' within the meaning of applicable
securities laws and regulations. Actual results could differ
materially from those expressed or implied. Important factors that
would make a difference to the Company's operations include
demand-supply conditions, changes in government regulations, tax
regimes and economic developments within the country and abroad and
such other factors.
ACKNOWLEDGEMENTS
The Directors of the Company are grateful to all the stakeholders
including the customers, bankers, suppliers and employees of the
Company for their co-operation and assistance.
Registered Office: By order of the Board
Office No.514, "B" wing, 215 Atrium, For Media Matrix
Worldwide Limited
Andheri-Kurla Road, Chakala,
Andheri (E), Mumbai-400059
Date : 13th August, 2015 (B.B. Chugh) (C.K. Goushal)
Place: Gurgaon Director (Finance) Director
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the Annual Report and Audited
Accounts for the financial year ended 31st March, 2014.
(in Rs.)
FINANCIAL RESULTS 2013-14 2012-13
Sales and Services 3,05,76,000 52,60,26,231
Other Income 1,30,44,215 3,61,271
Profit/(Loss) before depreciation,
finance charges and taxation 63,11,914 1,62,61,792
Less: Depreciation & Amortization 1,86,446 1,35,256
Profit/ (Loss) before
Exceptional Items and tax 61,25,468 11,470,601
Profit before Tax 61,25,468 1,14,70,601
Less: Tax Expense
Earlier Year Tax - 3,05,827
Current Tax 20,20,270 39,38,737
Deferred Tax (1,20,595) (1,96,156)
Profit/Loss for the year after tax 42,25,793 74,22,193
DIVIDEND
The Board of Directors do not recommend any dividend on Equity Shares
for the Financial Year ended 31st March, 2014.
DIRECTORS
Pursuant to Section 152 of the Companies Act, 2013, Mr. Bharat Bhushan
Chugh, Director of the Company, retires by rotation at ensuing Annual
General Meeting and being eligible, offers himself for re-appointment.
Brief resume of Mr. Bharat Bhushan Chugh proposed to be reappointed as
Director and other details as required under Clause 49 of the Listing
Agreement, is provided in the Notice for convening the Annual General
Meeting.
Mr. Chhattar Kumar Goushal and Mr. Suresh Bohra are Independent
Directors of the Company and has held the positions as such from the
year 2012. It is now, therefore, proposed to appoint Mr. Chhattar Kumar
Goushal and Mr. Suresh Bohra as an Independent Directors of the Company
under Section 149 of the Companies Act, 2013 and Clause 49 of the
Listing Agreement to hold office for three consecutive years for a term
up to the conclusion of the 32nd Annual General Meeting of the Company
in the calendar year 2017. The Company has received requisite notice in
writing from members proposing Mr. Chhattar Kumar Goushal and Mr.
Suresh Bohra as an Independent Directors of the Company.
The Company has received declaration from Mr. Chhattar Kumar Goushal
and Mr. Suresh Bohra confirming that they meets with the criteria of
independence as prescribed both under sub-section (6) of Section 149 of
the Companies Act, 2013 and under Clause 49 of the Listing Agreement
with the Stock Exchanges.
AUDITORS AND AUDITORS" REPORT
M/s Khandelwal Jain & Company, Chartered Accountants, Auditors of the
Company retire at the conclusion of the ensuing Annual General Meeting
and having confirmed their eligibility, offer themselves for
re-appointment. The Company has received necessary letter from them to
the effect that their re-appointment, if made, would be within the
prescribed limits under Section 141(3)(g) of the Companies Act, 2013
and that they are not disqualified for re -appointment. The Audit
Committee and the Board of Directors therefore recommended the re-
appointment of M/s Khandelwal Jain & Company, Chartered Accountants as
Auditors of the Company for the financial year 2014-15 for the approval
of Shareholders.
The observations in the Auditors'' Report are self explanatory and do
not call for any further comments.
PUBLIC DEPOSITS:
The Company has not accepted any deposits from the public during the
year.
DIRECTORS'' RESPONSIBILTY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to the Directors'' Responsibility statement, it
is hereby confirmed:
1. That in the preparation of the annual account for the Financial Year
2013-2014, the applicable accounting standards have been followed along
with proper explanations relating to material development;
2. That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and profit
of the Company for the year under review;
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the asset of the
Company and for preventing and detecting fraud and other
irregularities;
4. That the Directors have prepared the annual accounts for the
financial year ended 31st March, 2014 on a going concern basis.
PARTICULARS OF EMPLOYEES:
The provisions of Section 217(2A) of the Companies Act, 1956 does not
apply, as there was no employee drawing salary above the limits
prescribed therein.
DEMATERIALIZATION OF SHARES
Trading in the Equity Shares of the Company is only permitted in the
dematerialized form as per the Securities and Exchange Board of India
(SEBI) circular dated May 29, 2000.
The Company has established connectivity with both the Depositories
viz. National Security Depository Ltd. (NSDL) as well as Central
Depository Services (India) Ltd. (CDSL) to facilitate the demat
trading. As on 31st March, 2014, 99.99% of the Company''s Share Capital
is in dematerialized form.
The Company''s shares are regularly traded on BSE Limited. The Company''s
shares are also listed at Madhya Pradesh Stock Exchange Limited where
no trading took place during the year ended March 31, 2014.
LISTING OF SHARES AT CALCUTTA STOCK EXCHANGE
Madhya Pradesh Stock Exchange Limited (MPSE) has opted for ÂVoluntary
Exit" from the exchange business in view of the circular no.
CIR/MRD/DSA/14/2012 dated May 30th, 2012. In order to safeguard the
interest of its Listed Companies they have entered into a Strategic
Business Consolidation Agreement with the Calcutta Stock Exchange
Limited (CSE) and pursuant to which Company''s Shares will continue to
be traded at National Stock Exchange of India Limited (NSE). The
Company in its board meeting held on 28th May 2014 accorded its
approval to get the Equity shares of the Company for listing and
dealing at Calcutta Stock Exchange (CSE).
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information pursuant to Section 217(1)(e) of the Companies Act, 1956,
read with the Companies (Disclosure of Particulars in the report of the
Board of Directors) Rules, 1988 is as under:
Part A and Part B relating to conservation of energy and technology
absorption are not applicable to the Company as your Company is not a
manufacturing company.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Total foreign exchange Finacalial year ended Finacial year ended
earnings and outgo 31st March 2014 31st March 2013
FOB Value of Exports Nil 55,72,530
CIF Value of Imports 48,66,850 36,19,18,150
Expenditure in
foreign currency Nil Nil
CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing agreement with BSE and MPSE, the
Corporate Governance report together with a certificate from the
Company''s Auditors on its compliance is made part of the Annual Report
ACKNOWLEDGEMENT:
The Directors of the Company are grateful to all the stakeholders
including the customers, bankers, suppliers and employees of the
Company for their co-operation and assistance.
Registered Office: By order of the Board
Office No.514,"B" wing, 215 Atrium, For MEDIA MATRIX WORLDWIDE LIMITED
Andheri-Kurla Road, Chakala,
Andheri (E), Mumbai-400059
Date : 11th August, 2014 (B.B. Chugh) (C.K. Goushal)
Place : Gurgaon Director (Finance) Director
Mar 31, 2013
To the Members,
The Directors have pleasure in presenting the Annual Report and Audited
Accounts for the financial year ended 31st March, 2013.
FINANCIAL RESULTS
(in Rs.)
Particulars 2012-13 2011-12
Sales and Services 526,026,231 31,240,922
Other Income 361,271 758,283
Profit/(Loss) before
depreciation, finance charges and
taxation 16,261,792 (25,772,511)
Less: Depreciation & Amortization 135,256 1,411,677
Profit/ (Loss) before Exceptional
Items and tax 11,470,601 (27,691,225)
Exceptional Items(Loss on sale
of buildings) (1,207,321)
Profit/ (Loss) after
Exceptional Items 11,470,601 (28,898,546)
Profit before Tax 11,470,601 (28,898,546)
Less: Tax Expense
Earlier Year Tax 305,827
Current Tax 3,938,737 1,159,981
Deferred Tax (196,156) (378,234)
Profit/Loss for the year after tax 7,422,193 (29,680,292)
DIVIDEND
The Board of Directors do not recommend any dividend on Equity Shares
for the Financial Year ended 31st March, 2013.
DIRECTORS
Pursuant to Section 256 of the Companies Act, 1956, Mr. Mahesh Ranglal
Jain, Director of the Company, retires by rotation at ensuing Annual
General Meeting and being eligible, offers himself for re-appointment.
Brief resume of Mr. Mahesh Ranglal Jain, proposed to be reappointed as
Director and other details as required under Clause 49 of the Listing
Agreement, is provided in the Notice of the Annual General Meeting.
AUDITORS
M/s Khandelwal Jain & Company, Chartered Accountants, Statutory
Auditors of the Company retires at the conclusion of the ensuing Annual
General Meeting and being eligible have offered themselves for
re-appointment.
AUDITORS'' REPORT
The information and explanation, Qualifications/Observations in the
Annexure to Auditors'' Report are given in Annexure - I to this Report.
PUBLIC DEPOSITS
The Company has not accepted any deposits from the public during the
year.
DIRECTORS'' RESPONSIBILTY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to the Directors'' Responsibility statement, it
is hereby confirmed:
1. That in the preparation of the annual account for the Financial
Year 2012- 2013, the applicable accounting standards have been followed
along with proper explanations relating to material departure;
2. That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and profit
of the Company for the year under review;
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4. That the Directors have prepared the annual accounts for the
financial year ended 31st March, 2013 on a going concern basis.
PARTICULARS OF EMPLOYEES
The provisions of Section 217(2A) of the Companies Act, 1956 does not
apply, as there was no employee drawing salary above the limits
prescribed therein.
DEMATERIALIZATION OF SHARES
Trading in the Equity Shares of the Company is only permitted in the
dematerialized form as per the Securities and Exchange Board of India
(SEBI) circular dated May 29, 2000.
The Company has established connectivity with both the Depositories
viz. National Securities Depository Ltd. (NSDL) as well as Central
Depository Services (India) Ltd. (CDSL) to facilitate the demat
trading. As on 31st March, 2013, 99.99% of the Company''s Share Capital
is in dematerialized form.
The Company''s shares are regularly traded on BSE Limited. The Company''s
shares are also listed at Madhya Pradesh Stock Exchange Limited where
no trading took place during the year ended March 31, 2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information pursuant to Section 217(1) (e) of the Companies Act, 1956,
read with the Companies (Disclosure of Particulars in the report of the
Board of Directors) Rules, 1988 is as under:
Part A and Part B relating to conservation of energy and technology
absorption are not applicable to the Company as your Company is not a
manufacturing company.
CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing agreement with BSE and MPSE, the
Corporate Governance report together with a certificate from the
Company''s Auditors on its compliance is made part of the Annual Report.
ACKNOWLEDGEMENT:
The Directors of the Company are grateful to all the stakeholders
including the customers, bankers, suppliers and employees of the
Company for their co-operation and assistance.
Registered Office: By order of the Board
Flat No 155, 15th Floor,
Mittal Court, "A" Wing For MEDIA MATRIX WORLDWIDE LIMITED
Nariman Point,
Mumbai - 400021 Sd/- Sd/-
Date : 31st August, 2013 (B.B. Chugh) (C.K. Goushal)
Place: Gurgaon Director Finance Director
Mar 31, 2009
The Directors are pleased in presenting the Twenty Fourth Annual
Report and Audited Accounts for the year ended March 31, 2009.
FINANCIAL RESULTS:
(Rs in lacs)
2009 2008
Total Income 1648.07 1894.36
Total expenditure 1576.52 1795.55
Operating profit (PBIDT) 71.54 98.81
Interest 36.61 10.37
Profit before Depreciation/Taxation 34.93 88.44
Depreciation 20.40 196.34
Profit before Taxation/Prior period
Adjustment 14.53 (107.90)
Prior period Adjustment -- --
Provision for Tax :
Current : 1.78 0.46
Deferred: 5.43 37.01
Profit after Taxation 7.32 (71.35)
Balance brought forward 51.15 12.88
Profit available for appropriation (51.15) (58.47)
Results of Operations
In view of the insufficient profit during the year, the Board has not
recommended any dividend for the year under review.
Corporate Governance
Your Company has been fully compliant with the SEBI Guidelines on
Corporate Governance, which have been incorporated in Clause 49 of the
Listing Agreement with the Stock Exchanges. A detailed report on the
subject forms part of this Report.
The Statutory Auditors of the Company have examined the Companys
compliance, and have certified the same, as required under SEBI
Guidelines. Such certificate is reproduced as part of this Report.
A Management Discussion and Analysis Report covering a wide range of
issues relating to performance, outlook etc., is given as part of this
report.
Fixed Deposits
Your company has not accepted any fixed deposits and, as such, no
amount of principal or interest was outstanding as of the balance sheet
date.
Directors
Mr. Vikas Desai and Ms.Mona Mehta retire at the ensuing annual general
meeting and have not offered themselves for re-appointment hence the
term of their office of the directorship will expire on the date of
ensuing Annual General Meeting.
Mr. Suhas Jadhav and Mr. Deepak Doshi were appointed as additional
directors w.e.f. 31st October, 2008 and Mr.Mendalu Chaitanya Naidu was
appointed as an additional director w.e.f. 30th April, 2009. The tenure
of Mr. Jadhav, Mr. Doshi and Mr. Naidu as the directors is upto the
date of ensuing annual general meeting and they have offered themselves
for appointment as directors. Your directors recommend appointment of
Mr. Suhas Jadhav, Mr. Deepak Meghraj Doshi and Mr.Mendalu Chaitanya
Naidu as directors of the Company.
Further, the tenure of Ms. Priyanka Vedmehta as the Managing Director
of the Company ended on 13th November, 2008. The Board had, at its
meeting held on 31st October, 2008, re-appointed Ms. Vedmehta as the
managing director for a further period of 3 (Three) years w.e.f. 13
November, 2008 subject to the approval of the shareholders in the
ensuing AGM. The necessary resolution for approval of the shareholders
has been placed in the notice of AGM.
Auditors
M/s. N. S. Bhatt & Co., Chartered Accountants, Statutory auditors of
the Company, retires at the conclusion of the forthcoming Annual
General Meeting of the company and being eligible, offers themselves
for re- appointment.
The comments by the Auditors in their Report are self explanatory and
in the opinion of the Board, do not require any further clarifications.
Secretarial Audit
As directed by Securities and Exchange Board of India (SEBI),
Secretarial Audit is being carried out at the specified periodicity by
a Practicing Company Secretary. The results of Secretarial Audit were
satisfactory.
Directors Responsibility Statement
Pursuant to Section 21 7(2AA) of the Companys Act 1956, your Directors
would like to confirm the following:
i) The applicable accounting standards have been followed in preparing
Annual Accounts and material departures, if any, have been properly
explained;
ii) The Directors have selected such accounting policies and applied
them consistently making reasonable, prudent estimates so as to give a
true and fair view of the state of affairs of the company;
iii) Sufficient care has been taken by the Directors for the
maintenance of adequate accounting records for safeguarding the assets
of the company and for preventing frauds and irregularities; and
iv) The accounts have been prepared on a going concern basis.
Going Concern
In the opinion of the Directors, the Company will be in a position to
carry on its existing Media and Entertainment business and accordingly
it is considered appropriate to prepare the financial statements on the
basis of going concern.
Maintenance of accounting records & Internal controls
The Company has taken proper and sufficient care for the maintenance of
adequate accounting records as required by the Statute.
Directors have overall responsibility for the Companys internal
control system, which is designed to provide a reasonable assurance for
safeguarding of assets, reliability of financial records and for
preventing and detecting fraud and other irregularities.
The system of internal control is monitored by internal audit function,
which comprises of the examination and evaluation of the adequacy and
effectiveness of the system of internal control and quality of
performance in carrying out assigned responsibilities. Internal Audit
Department interacts with all levels of management and the Statutory
Auditors, and reports significant issues to the audit committee of the
Board.
Audit Committee supervises financial reporting process through review
of accounting and reporting practices, financial and accounting
controls and financial statements. Audit Committee also periodically
interacts with internal and statutory auditors to ensure quality and
veracity of Companys accounts. Internal Auditors, Audit Committee and
Statutory Auditors have full and free access to all the information and
records as considered necessary to carry out their responsibilities.
All the issues raised by them have been suitably acted upon and
followed up.
Particulars of Employees
Pursuant to the provisions of Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975
nobody of the Company is drawing salary or commission, which exceeds
the limit set out in the above section. Therefore nothing has been
mentioned in this regard.
Statutory Disclosure
Information pursuant to Section 21 7(1 )(e) of the Companies Act, 1
956, read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988 is as under:
Part A and Part B relating to Conservation of Energy and Technology
Absorption are not applicable to the company as your company is not a
manufacturing company.
Foreign Exchange Earning and Outgo:
Total foreign exchange earnings and outgo during the year.
FOB Value of Exports : Rs. Nil
CIF Value of Imports : Rs. Nil
Expenditure in foreign currency : Rs. Nil
Appreciation
The Directors wish to express their appreciation of the continued
co-operation of the Bankers, Customers, Dealers and Suppliers and also
the valuable assistance and advice received from major shareholders,
the employees for their contribution, support and continued
co-operation through the year.
For and on behalf of the Board
Place : Mumbai Priyanka Vedmehta
Date : 31st August, 2009 Chairperson & Managing Director
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