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Notes to Accounts of Media Matrix Worldwide Ltd.

Mar 31, 2023

Provision, Contingent Liabilities & Contingent Assets

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past
event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation,
and a reliable estimate can be made of the amount of the obligation.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation
at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When
a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the
present value of those cash flows.

Contingent liabilities are disclosed in the Financial Statements by way of notes to accounts, unless possibility of an
outflow of resources embodying economic benefit is remote.

Contingent assets are disclosed in the Financial Statements by way of notes to accounts when an inflow of economic
benefits is probable.

4.17 Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, other short term, highly liquid investments with original maturities
of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant
risk of changes in value.

4.18 Exceptional Items

Exceptional items refer to items of income or expense within the statement of profit and loss from ordinary activities
which are non-recurring and are of such size, nature or incidence that their separate disclosure is considered
necessary to explain the performance of the Company.


Mar 31, 2021

(a) The Company incurred Rs. 180,266/- for the year ended March 31, 2021 (March 31, 2020: Rs. 230,421/-) towards expenses relating to short-term leases and leases of low-value assets. The total cash outflow for leases is Rs. 1,626,826/- for the year ended March 31,2021 (March 31,2020: Rs. 2,367,381/-), including cash outflow of short-term leases and leases of low-value assets. Interest on lease liabilities for the year ended March 31, 2021 is Rs. 159,344/-(March 31, 2020:Rs. 308,671/-).

(b) Lease contracts entered by the Company majorly pertains for buildings taken on lease to conduct its business in the ordinary course.

(c) The weighted average incremental borrowing rate applied to lease liabilities is 7.10%

(d) The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when they fall due."

a) Securities Premium

Securities premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the provision of the Companies Act, 2013

b) Reserve Fund U/s 45-IC RBI Act, 1934

Statutory reserve is the reserve created by transferring the sum not less than 20% of its net profit after tax in terms of Section 45-IC of The Reserve Bank of India Act, 1934

c) Retained Earnings

Retained earnings are the profits that the Company has earned till date, less any transfers to dividends or other distributions paid to shareholders.

26. Critical accounting estimates and judgments

"The estimates and judgements used in the preparation of the said financial statements are continuously evaluated by the Company, and are based on historical experience and various other assumptions and factors (including expectations of future events), that the Company believes to be reasonable under the existing circumstances.The said estimates and judgements are based on the facts and events, that existed as at the reporting date, or that occurred after that date but provide additional evidence about conditions existing as at the reporting date.

Although the Company regularly assesses these estimates, actual results could differ materially from these estimates-even if the assumptions under-lying such estimates were reasonable when made, if these results differ from historical experience or other assumptions do not turn out to be substantially accurate. The changes in estimates are recognised in the financial statements in the period in which they become known."

The Company has considered the possible effects that may result from the pandemic relating to COVID-19 on the carrying amounts of receivables and tangible assets. In developing the assumptions relating to the possible future uncertainties in the global economic conditions because of this pandemic, the Company, as at the date of approval of these financial statements has used internal and external sources of information on the expected future performance of the Company. The Company has performed sensitivity analysis on the assumptions used and based on current estimates expects the carrying amount of these assets will be recovered. The impact of COVID-19 on the Company financial statements may differ from that estimated as at the date of approval of these financial statements.

The areas involving critical estimates or judgments are:

1. Useful lives of property, plant and equipments Note No. 4.2 & 11

2. Judgement required for ascertainment of contracts in the nature of lease, lease term and fair value of lease as per Ind AS 116 Note No. 4.13 & 12

3. Measurement of defined benefit obligation Note No. 4.10 & 27

4. Estimation of Provisions & Contingent liabilities Note No 4.16 & 29

27 During the year, Company has recognised the following amounts in the financial statements as per Ind AS -19 "Employees Benefits"b) Defined Benefit Plan

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

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

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

III. As at March 31, 2021 the Company did not have any outstanding long term derivative contracts.

1. During the year the Company has given Financial Guarantee of Rs. 50,00,00,000 on behalf of nexG Devices Pvt. Ltd. to HDFC Bank and the same has been fair valued and recognized as deferred financial guarantee obligation.

2. During the year the Company has given Financial Guarantee of Rs. 15,00,00,000 on behalf of nexG Devices Pvt. Ltd. to Indusind Bank and the same has been fair valued and recognized as deferred financial guarantee obligation.

30. In the opinion of the Board and of the best of their knowledge and belief, the value of realization in respect of the Current Assets, Loans and advances in the ordinary course of business would not be less than the amount at which they are stated in the Balance Sheet and the provision for all known and determined liabilities is adequate and not in excess of amount reasonably required.

31. Segmental Reporting

(a) Primary Segment Information

The Board of Directors are the Company''s Chief Operating Decision Maker (CODM) i.e. Board of Directors within the meaning of Ind AS 108 ''Operating Segments''. The Company is mainly engaged in the business of digital media content and dealing in related activities in media and entertainment industry, etc. which is reviewed by the CODM as single primary segment. CODM examines the Company''s performance, reviews internal management reports, allocates resources based on analysis of various performance indicator of the Company as a single unit. Therefore, there is no reportable segment for the Company as per the requirements of Ind AS 108 "Operating Segment".

(b) Secondary segment information

Secondary segment reporting is on the basis of geographical location of the customers. Considering that the Company caters mainly to the needs of Indian market and the export turnover is NIL for the year ended March 31st, 2021, there are no reportable geographical segments.

36. The Company is registered with Reserve Bank of India (RBI) vide registration no. 13.01287 dated August 13, 1999 as a NBFC Company. The Company had applied for deregistration as NBFC, however, as per the extant guidelines of RBI, the Company shall continue as NBFC till the time it reduces its investment below 50% of total assets to qualify for deregistration and would continue to do compliances of NBFC as applicable. Interest Income for the year considered as other income being not from the operation of the Company.

37. Financial Risk Management Objectives and Policies

The Company''s principal financial liabilities comprise trade and other payables, lease liabilities and financial guarantee contracts. The main purpose of these financial liabilities is to finance the Company''s operations and to provide guarantees to support its subsidiaries operations. The Company''s principal financial assets include cash and cash equivalents that derive directly from its operations.

The Company''s financial risk management is an integral part of how to plan and execute its business strategies. The Company is exposed to market risk, credit risk and liquidity risk.

The Company''s business activities expose it to a variety of financial risks, namely liquidity risk, market risks and credit risk. The Company''s senior management has the overall responsibility for the establishment and oversight of the Company''s risk management framework. The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities.

Management of Liquidity Risk

"Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial liabilities. The Company''s approach to managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses. In doing this, management considers both normal and stressed conditions. The following table shows the maturity analysis of the Company''s financial liabilities based on contractually agreed

Credit Risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its financing activities (primarily trade receivables) and from its financing activities, including deposits with banks and other financial instruments.

Trade Receivables

Customer credit risk is managed by each business unit subject to the Company established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit limits are defined in accordance with this assessment. Outstanding customer receivables are regularly monitored. As at March 31, 2021, the Company does not have any outstanding customers.

Financial Instruments and Cash Deposits

"Credit risk from balances with banks and financial institutions is managed by the management in accordance with the Company''s policy. Counterparty credit limits are reviewed by the management on an annual basis, and may be updated throughout the year. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty''s potential failure to make payments. The Company''s maximum exposure to credit risk for the components of the balance sheet at March 31,2021 and March 31,2020 is the carrying amounts as illustrated in Note 5."

Notes:

*As defined in point xxv of paragraph 3 of Chapter -II of Master Direction - Non-Banking Financial Company -Non-Systemically Important Non-Deposit taking Company (Reserve Bank) Directions, 2016

**Provisioning norms shall be applicable as prescribed in Master Direction - Non-Banking Financial Company -Non-Systemically Important Non-Deposit taking Company (Reserve Bank) Directions, 2016

***All Accounting Standards and Guidance Notes issued by ICAI are applicable including for valuation of investments and other assets as also assets acquired in satisfaction of debt. However, market value in respect of quoted investments and break up / fair value / NAV in respect of unquoted investments shall be disclosed irrespective of whether they are classified as long term or current in (5) above.

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

42. The Code on Social Security, 2020 (''Code'') relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. The Ministry of Labour and Employment (''Ministry'') has released draft rules for the Code on November 13, 2020 and has invited suggestions from stakeholders which are under active consideration by the Ministry. However, the date on which the Code will come into effect has not been notified. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period in which the Code becomes effective.

43. Previous year''s figures have been regrouped and reclassified wherever necessary and the figures have been rounded off to the nearest rupee.


Mar 31, 2018

1.1 144,092,219 Equity Shares of Re. 1/- each fully paid up at premium of Rs. 2.47per equity share alloted pursuant to conversion of 144,092,219 Optionally Fully Convertible Debenture.

1.2 907,785,000 Equity Share of Re. 1/- each fully paid up at premium of Rs 0.20 per Equity Share alloted pursuant to subscription of Equity share by way of Right Issue.

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

2. A. Media Matrix Worldwide Limited (‘MMWL’ or ‘the Company’), a Public Limited Company, was incorporated on June 07, 1985 in the State of Maharashtra. MMWL made its maiden public issue of Equity Shares in the year 1985 and got its Equity Shares listed at the Bombay Stock Exchange Ltd, Mumbai (BSE). As of March 31st, 2018, Company has been doing business of digital media content and dealing in related activities in media and entertainment industry. In order to venture into new business activities viz defence, Railways, Telecom and electronics, the Company has amended its main object clause of the Memorandum of Association of the Company by seeking shareholders’ approval through postal ballot on 1st February, 2017. The aforesaid amendments in the objects have already been approved by the Registrar of Companies, Mumbai. The Company is yet to start the aforesaid new businesses.

B. The Company was incorporated as Rahul Trading and Finance Limited on 7th June, 1985 and was originally engaged in trading activities and later on, it changed its name to Giltfin Lease Limited. It obtained registration from Reserve Bank of India for carrying out Non-Banking Finance Company (NBFC) activities in the year 1999 vide certificate of Registration No. 13.01287 dated 13th August 1999. However, the Company didn’t carry out any activities related to NBFC since 13th August, 1999, the date on which it got the NBFC certificate, but only continues to be registered with Reserve Bank of India (RBI) as a Non-deposit accepting Non-Banking Finance Company. In the Year 2000, the Company started media and content business and further changed its name to Media Matrix Worldwide Limited. Considering that the Company had neither carried out any NBFC business in the past, nor it has any intention to carry the business of NBFC in future, the Company, on September 13, 2011, submitted an application to RBI for de-registration as an NBFC. RBI has vide its letter dated December 26, 2012 has asked the Company to lower its financials assets (representing investment in subsidiaries) as percentage of total assets to enable it to deregister as NBFC. Since the Company presently does not meet the criteria of principal business as specified by the RBI in its Press Release 1998-99/1269 dated April 8, 1999 and instead qualifies the criteria of Core Investment Company (CIC) based on its current investment structure, the Company has notified the same to RBI vide letter dated April 20, 2013. The Company qualifies for exemption from registration as CIC and has applied for the same to RBI. Simultaneously, Company has applied for de registration as NBFC and is pursuing the same with RBI .

3. During FY2012-2013, the Company came out with issue of 90,77,85,000 equity shares with a face value of Re.1/- each at a premium of Rs. 0.20 per equity share for an amount aggregating Rs. 108,93,42,000 on a rights basis to the equity shareholders of the Company in the ratio of 9 equity shares for every 1 fully paid-up equity share held by the equity shareholders on the record date, that is, on March 19, 2013. The right issue opened on March 30, 2013 and closed on April 27, 2013. Till March 31st, 2016, the Company has utilized the amount of Rs. 1,089,342,000/- Lacs for the objects of the issue as stated in the Letter of Offer.

4. 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 disinvested its entire stake in DigiCall Teleservices Private Limited (“DTPL”) to Karvy Data Management Services Limited (“KDMSL”) and transferred operational control of DTPL to KDMSL w.e.f. 1st July, 2017 for a cash consideration of Rs.262,017,798/- resulted in a loss on sale of long term investment of Rs 214,171,602 . The transaction was at arm’s length based on a valuation done by an independent valuer. This transaction has been disclosed as an exceptional item. DTPL has ceased to be a wholly owned 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, have been transferred in favour of KDMSL on 5th September, 2017

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

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

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

iii) As at March 31, 2018 the Company did not have any outstanding long term derivative contracts.

6. Employee Benefits

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

a) Defined Contribution Plans

During the year ended March 31st, 2018, Rs. 3,57,997/- (Previous Year Rs. Rs. 3,98,875/-) is recognized as an expense and shown under the “Employee Benefit Expenses” (Note 19).

b) Defined Benefits Plans

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

7. Business Segment

(a) Primary ( Business) Segment

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

(b) Secondary (Geographical) Segment

Considering that the Company caters mainly to the needs of Indian market and the export turnover is NIL for the year ended March 31st, 2018, there are no reportable geographical segments.

8. Earnings Per Share (EPS)

Computation of earnings per share is as under:

9. Related Party Disclosures

As required under Accounting Standard 18 on “Related Party Disclosures”, the disclosure of transactions with related parties as defined in the Accounting Standard are given below:

10. Disclosure required Regulation 34(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 :

Amount of loans/advances in nature of loans outstanding from Subsidiaries and/or Associates for the period from 1st April, 2017 to March 31st, 2018

11. Schedule to the Balance Sheet of a non-deposit taking non-banking financial company (as required in terms of paragraph 13 of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007).

Notes:

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

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

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

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

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

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

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

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


Mar 31, 2016

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

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

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

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

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

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

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

6. During FY2012-2013, the Company came out with issue of 90,77,85,000 equity shares with a face value of Re.1/- each at a premium of Rs. 0.20 per equity share for an amount aggregating Rs. 108,93,42,000 on a rights basis to the equity shareholders of the Company in the ratio of 9 equity shares for every 1 fully paid-up equity share held by the equity shareholders on the record date, that is, on March 19, 2013. The right issue was opened on March 30, 2013 and closed on April 27, 2013. As on March 31st, 2016, the Company has utilized the amount of Rs. 10,893.42 Lacs for the objects of the issue as stated in the Letter of Offer.

7. Investment

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

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

ii. Coupon rate : 0%

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

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

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

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

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

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

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

ii. Coupon rate : 0%

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

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

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

9. Employee Benefits

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

a) Defined Contribution Plans

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

b) Defined Benefits Plans

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

10. Business Segment

(a) Primary ( Business) Segment

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

(b) Secondary (Geographical) Segment

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

Notes:

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

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

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

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

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

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

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

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


Mar 31, 2015

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

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

2. During FY2012-2013, the Company came out with issue of 90,77,85,000 equity shares with a face value of Re.1/- each at a premium of Rs. 0.20 per equity share for an amount aggregating Rs. 108,93,42,000 on a rights basis to the equity shareholders of the Company in the ratio of 9 equity shares for every 1 fully paid-up equity share held by the equity shareholders on the record date, that is, on March 19, 2013. The right issue was opened on March 30, 2013 and closed on April 27, 2013. As on March 31st, 2015, the Company has utilized the amount of Rs. 8928.93 Lacs for the objects of the issue as stated in the Letter of Offer.

3. Investment

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

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

ii. Coupon rate : 0%

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

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

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

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

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

ii. Coupon rate : 0%

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

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

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

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

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

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

ii. Coupon rate : 0%

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

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

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

5. Contingent liabilities not provided for:

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

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

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

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

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

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

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

6. Employee Benefits

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

a) Defined Contribution Plans

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

b) Defined Benefits Plans

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

7. Business Segment

(a) Primary ( Business) Segment

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

(b) Secondary (Geographical) Segment

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

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

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

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

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

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

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


Mar 31, 2014

SHARE CAPITAL

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

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

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

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

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

* During FY2012-2013, the Company came out with issue of 90,77,85,000 equity shares with a face value of Re.1/- each at a premium of Rs. 0.20 per equity share for an amount aggregating Rs. 108,93,42,000 on a rights basis to the equity shareholders of the Company in the ratio of 9 equity shares for every 1 fully paid-up equity share held by the equity shareholders on the record date, that is, on March 19, 2013. The right issue was opened on March 30, 2013 and closed on April 27, 2013. As on March 31st, 2014, the Company has utilized the amount of Rs. 8407.36 Lacs for the objects of the issue as stated in the Letter of Offer.

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

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

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

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

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

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

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

Investment

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

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

ii. Coupon rate : 0%

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

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

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

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

ii. Coupon rate : 0%

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

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

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

Contingent liabilities not provided for:

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

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

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

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

Employee Benefits

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

a) Defined Contribution Plans

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

b) Defined Benefits Plans

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

Business Segment

(a) Primary ( Business) Segment

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

(b) Secondary (Geographical) Segment

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

Other information

Notes:

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

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

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

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

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

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


Mar 31, 2013

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

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

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

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

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

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

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

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

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

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

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

5. Investment

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

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

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

ii. Coupon rate : 0%

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

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

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

ii. Coupon rate : 0%

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

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

7. Employee Benefits

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

Defined Contribution Plans

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

Defined Benefits Plans

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

8. Business Segment

(a) Primary ( Business) Segment

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

(b) Secondary (Geographical) Segment

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

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

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


Mar 31, 2012

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

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

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

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

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

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

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

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

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

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

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

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

D. Investment

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

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

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

ii. Coupon rate : 0%

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

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

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

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

E. Business Segment

(a) Primary ( Business) Segment

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

(b) Secondary (Geographical) Segment

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

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

G. Deferred Tax

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

H. Related Party Disclosures

(a) Name of Related parties and its relationship:

Holding Company:

- DigiVision Holdings Private Limited Subsidiary Companies:

- DigiCall Holdings Private Limited

- DigiVive Service Private Limited

- DigiCall Teleservices Private Limited

- nexG Devices Private Limited Fellow Subsidiary Companies:

- DigiCall Global Private Limited

- DigiVision Wireless Private Limited

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

- Mr. Anil Vedmehta (Director)

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

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

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

Notes:

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

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

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

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

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

J Employee Benefits

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

Defined Benefits Plans

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

K. Earnings in foreign currency: NIL

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


Mar 31, 2011

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

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

3. Deferred Tax

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

4. Contingent Liabilities

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

5. Related Party Disclosures

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

Mr Anil B Vedmehta - Additional Director

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

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

M/s. Proximus Knowledge

& Technology Services P Ltd - Additional Director is Director

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

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

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


Mar 31, 2010

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

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

3. Deferred Tax

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

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

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

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


Mar 31, 2009

A : NOTES

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

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

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

4. Related Party Disclosures

(a) Name of Related party and its relationship

Key Management Personnel

Mrs. Priyanka Vedmehta - Managing Director

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

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

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

Mr. Anil B. Vedmehta - Relative of director

M/s. Media Matrix Worldwide LLC

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

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

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

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