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Interworld Digital Ltd.

BSE: 532072 Sector: IT
NSE: N.A. ISIN Code: INE177D01020
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Interworld Digital Ltd. (INTERWORLDDIGI) - Director Report

Company director report

Director's Report

To

The Members

I am privileged to present on behalf of the Board of Directors 22nd AnnualReport on the business and operations of your Company for the Financial Year ended on 31stMarch 2017 together with Audited Statement of Accounts Auditor's Report for the periodended on 31st March 2017.

1. Financial Results

The financial results of the Company for the period under review are summarized below.The previous figures in the financial statements have been regrouped wherever necessary:The Members

(Rs. In Lacs)
Particulars Current Year Previous Year
2016-17 2015-16
Income from Operations 7.18 673.95
Other Income 5.59 -
Total Income 12.77 673.95
Total Expenditure 14.34 614.23
Profit before Depreciation Interest & Tax (PBDIT) (1.57) 59.72
Interest 8.56 11.10
Depreciation 97.19 127.42
Profit before tax (107.33) (78.80)
Provision for taxation - -
Deferred Tax (19.40) (12.59)
Profit after tax (PAT) (113.50) (66.21)
Profit brought forward from previous year 296.56 362.77
Balance carried to Balance Sheet 183.06 296.56
Paid-up equity share capital 4783.77 4783.77
Reserves & Surplus 7662.48 7775.98

2. Operations

The year under review showed tough times to the Company as during the year Company'sMumbai operations were suddenly closed down due to unforeseen circumstances.

The Company was engaged in the business of Digital Cinema from 2005-06 to 2015-16. Thebusiness of the company was wrongly shifted by the then Managing Director of the Companyin one of the Companies incorporated by him. Since then the Company is taking necessaryefforts to get back its business. The Board of Directors of the Company has appointed aManagement Committee to regain the Company's business.

During the year under review your company's total income was 12.77 Lacs in as comparedto Rs 673.95 Lacs in the previous financial year. The operating Loss for the year endedMarch 31 2017 is Rs. 107.33 Lacs as compared Loss to Rs. 78.80 Lacs in the precedingfinancial year. The Loss after tax in 2016-17 is Rs.113.50 Lacs and was Loss Rs.66.21 Lacsin 2015-16.

3. Dividend

Keeping in view the insufficiency of profits the Board of Directors do not recommendany dividend for the year ended March 31 2017.

4. Reserves

In view of insufficiency of profits no amount is proposed to be transferred toReserves for the year under review.

5. Brief description of the Company's working during the year A. Review of Operations

During the year under review total revenue of the Company was Rs. 12.77 Lacs asagainst Rs. 673.95 Lacs in the previous year. The company earned a net loss (before tax)of Rs. 107.33 Lacs as against a net loss (before tax) of Rs. 78.80 Lacs during theprevious year. Your Directors are putting in their best efforts to improve theprofitability of the Company and necessary steps are being taken by the Directors to getback the business of the Company which was wrongly shifted by the then Managing Directorof the Company in one of the Companies incorporated by him.

B. Future Prospects

The Indian Media and Entertainment (M&E) industry is a sunrise sector for theeconomy and is making high growth strides. Proving its resilience to the world the IndianM&E industry is on the cusp of a strong phase of growth backed by rising consumerdemand and improving advertising revenues.

Ministry of Information and Broadcasting has set up the Film Facilitation Office (FFO)to facilitate efficient approvals and improving the ease of shooting in India. Filmmakerscan expect clearance between 6-8 weeks depending on the shooting location. India hassigned film co-production treaties with 11 countries (UK Spain Germany Canada NewZealand Brazil Italy France Poland China and most recently South Korea) providing ahuge opportunity for growth. Negotiations are ongoing to finalize the agreement withAustralia. Over past few years international film studios have collaborated with localfilm production houses to develop Hindi and regional movies. Local film production canleverage the experience of these international studios to expand their international reachand incorporate enhanced project planning and cost controls.

India is still under penetrated in terms of screens which means there is a huge scopeof growth for the film sector. With the proliferation of multiplex screens coupled withtechnology to conveniently book tickets footfalls are expected to increase. Many foreignplayers have expanded their base in India by acquiring a controlling stake and increasingthe number of screens across the country. On account of huge Indian population residingoverseas there is an opportunity for Indian broadcasters to expand their footprintoverseas by broadcasting channels in such countries. Apart from the above contentsyndication now extends to local audiences as well.

Considering the increasing growth of Indian Media and Entertainment (M&E) industryyour Directors are optimistic that coming years will fetch better returns for the Company.

6. Change in the nature of business if any

During the year there is no change in the nature of business activity of the company.

7. Material changes and commitments if any affecting the financial position ofthe company which have occurred between the end of the financial year of the company towhich the financial statements relate and the date of the report

During the period between the end of the financial year of the company and the date ofthe report there are no material changes and commitments which affect the financialposition of the company.

8. Details of significant and material orders passed by the Regulators or Courtsor Tribunals impacting the going concern status and company's operations in future

During the year under review there is no significant and material orders passed by theRegulators or Courts or Tribunals which impact the going concern status and company'soperations in future.

9. Details in respect of adequacy of internal financial controls with referenceto the Financial Statements

The Board has adopted policies and procedure for ensuring the orderly and efficientconduct of its business including adherence to the company's policies the safeguardingof its asset the prevention and detection of fraud and error the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosure.

10. Details of Subsidiary/Joint Ventures/Associate Companies

The Company has no Subsidiary. During the year no company has become or ceased assubsidiary/Joint-venture/Associate of the company.

11. Performance and financial position of each of the subsidiaries associates andjoint venture companies included in the consolidated financial statement

During the year no consolidated financial statements have been prepared by the companyas the Company has no subsidiary company.

12. Deposits

Your Company has not accepted any deposits from public within the meaning of Section 73of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014during the year under review. The details relating to deposits covered under Chapter V ofthe Act is as under:-

(a) accepted during the year Rs Nil
(b) remained unpaid or unclaimed as at the end of the year Rs Nil
(c) whether there has been any default in repayment of deposits or payment of N.A
interest thereon during the year and if so number of such cases and the
total amount involved
(i) at the beginning of the year Rs Nil
(ii) maximum during the year Rs Nil
(iii) at the end of the year Rs Nil

13. Auditors

In accordance with the provisions of Section 139(1) of the Companies Act 2013 themembers had at the 19th Annual General Meeting held on 30thSeptember 2014 appointed M/s. RMA & Associates Chartered Accountants New Delhi theStatutory Auditors of the Company (Registration No. 000978N) for five consecutivefinancial years i.e. from the conclusion of the 19th AGM till the conclusionof the 24th AGM of the shareholders of the Company. Section 139(1) furtherprovides that the appointment of statutory auditors shall be placed before the members atevery AGM for ratification.

The Company has received a certificate from the Auditors confirming that they areeligible for appointment as Auditors of the Company under Section 139 of the CompaniesAct 2013 and meet the criteria for appointment specified in Section 141 of the CompaniesAct 2013 and SEBI Listing Regulations 2015.

Based on the recommendations of the Audit Committee and as per the provisions ofSection 139(1) of the Companies Act 2013 the Board of Directors of your Company proposesto ratify the appointment of M/s RMA & Associates Chartered Accountants as theStatutory Auditors of the Company for F.Y. 2017-18.

14. Auditors' Report

Clarification on Auditors' Observation:

The Company has increased its authorized capital from Rs. 21 Crores to Rs. 70 Croresduring the F.Y. 2010-11 However due to financial constraints and technical problems thecompany could not file Form 5 with ROC for increase in its authorized capital. With theadvent of the Companies Act 2013 which came into effect from 01st April 2014 theschedule of fees applicable w.r.t. increase in Authorised Capital has been revised andincreased. The Schedule of fees as per the Companies Act 2013 has been made applicableand payable on the increased authorised share capital which the Company had increasedprior to the applicability of Companies Act 2013.

The Company had filed a writ petition before the Hon'ble Delhi High Court challengingthe applicability of provisions prescribed under para 3 of Table B under Registration ofOffices and Fees Rules 2014 vide dairy no. 159963 dated 30/05/2016. The matter ispresently pending before the Hon'ble Delhi High Court. Hence the Company has no additionalexplanation to offer.

15. Share Capital

A Issue of equity shares with differential rights: During the year company has not issued any equity shares with differential rights.
B Issue of sweat equity shares During the year company has not issued any Sweat equity shares.
C Issue of employee stock options During the year company has not issued employee stock options.
D Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees Rs Nil
E Bonus Shares No bonus shares were issued during the year under review.

16. Extract of the annual return (MGT-9)

The extract of the annual return in Form No. MGT–9 is annexed herewith (Annexure1).

17. Conservation of energy technology absorption and foreign exchange earnings andoutgo

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:

A) Conservation of energy:

Your company has undertaken various energy efficient practices which has strengthenedthe Company's commitment towards becoming an environment friendly organization. TheCompany makes all efforts towards conservation of energy protection of environment andensuring safety. As far as possible company is utilizing alternate sources of energy.

(B) Technology absorption:

The business of the company is not technology driven. No technology has been imported.There is nothing to be disclosed on account of technology absorption.

(C) Foreign exchange earnings and Outgo during the year:

Particulars Rs
Foreign Exchange Earned in terms of actual inflows Nil
Foreign Exchange outgo in terms of actual outflows Nil

18. Corporate Social Responsibility (CSR)

In terms of Section 135(1) of the Companies Act 2013 the provisions of CorporateSocial Responsibility are not applicable to the Company.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL A) Changes in Directors and Key ManagerialPersonnel Appointment

In the Board Meeting held on 23.07.2016 Ms. Shweta Chawla was appointed as CompanySecretary cum Compliance Officer as well as Key Managerial Personnel of the Company w.e.f.23.07.2016.

Cessation

Mr. Man Mohan Gupta who tendered his resignation from the post of Managing Director ofthe Company vide his resignation letter dated 31st October 2015 ceased to bethe Managing Director of the Company w.e.f 23/07/2016 since his resignation was acceptedby the Board of Directors in its meeting held on 23/07/2016.

Even though the Board has accepted the resignation of Mr. Man Mohan Gupta from theoffice of Managing Director of the Company but he continued as the Director of theCompany.

However due to absenting himself from all the meetings of the Board of Directors for acontinuous period of twelve (12) months Mr. Man Mohan Gupta ceased to be a Director andhis office from the Directorship of the Company stands vacated w.e.f. 30th May2017 as per the provisions of Section 167(1)(b) of the Companies Act 2013.

Change in designation

Mr. Rachit Garg Chief Financial Officer of the Company was promoted from the post ofChief Financial Officer of the Company to Chief Executive Officer of the Company in themeeting of the Board of Directors held on 18/01/2017.

However due to some personal reasons Mr. Rachit Garg resigned from the post of CEO ofthe Company w.e.f. 15.05.2017.

Retirement by Rotation

In accordance with the provisions of the Companies Act 2013 Mr. Peeyush KumarAggarwal (DIN 00090423) Director of the Company retires by rotation at the forthcomingAGM and being eligible offers himself for reappointment.

Considering the background of Mr. Peeyush Kumar Aggarwal the Board is of the opinionthat his reappointment will immensely benefit your Company. The Board recommends hisreappointment.

Brief profile of Mr. Peeyush Kumar Aggarwal Director of the Company who is proposed tobe re-appointed is mentioned hereinbelow:

Mr. Peeyush Kumar Aggarwal is a fellow Member of the Institute of CharteredAccountants of India. He has rich experience of over 31 years. A first generationEntrepreneur having a clear business vision and practicing a hands- off approach. He hasmastered the art of Mergers & Acquisitions. His business interests today are in theareas of Information Technology; Telecom VAS; Digital Cinema ; Retail ; Broking (SharesCommodities Insurance) ; Real Estate ; Construction & Hospitality. In addition hehas had an extensive experience in strategic and feasibility consulting preparingbusiness plans conducting due diligence reviews and business valuation. He has hadsignificant expertise in assisting Indian Companies in financial and management audits. Healso has rich and vast experience in the field of Corporate Laws Finance and TaxationProject Management etc. He is an emerging Venture Capitalist who has helped several youngentrepreneurs in establishing and growing their dream businesses

B. Appointment of Independent Directors

Pursuant to the provisions of Section 149 of the Companies Act 2013 and Regulation 17of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 asamended from time to time your Company has requisite number of Independent Directors onits Board. Your Company has duly complied with the requirements of the said provisions forappointment of Independent Directors during the year under review.

C. Declaration by Independent Directors

Your Company has received necessary declaration from each Independent Director of theCompany under Section 149(6) of the Companies Act 2013 read with Regulation 16 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 confirming that theymeet with the criteria of independence as prescribed under the aforesaid Section andRegulation.

D. Formal Annual Evaluation

In compliance with the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 during the year the Board adopted a formalmechanism for evaluating its performance as well as that of its Committees and IndividualDirectors including the Chairman of the Board. Structured questionnaires were used in theoverall Board evaluation comprising various aspects of Board function.

The evaluation of Independent Directors was carried out by the entire Board and that ofthe Chairman and Non – Independent Directors were carried out by the IndependentDirectors.

The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.

20. Number of meetings of the Board of Directors

Seven meetings of the Board of Directors were held during the year on 30.05.201623.07.2016 11.08.2016 03.09.2016 14.11.2016 18.01.2017 and 14.02.2017.

One separate meeting of Independent Directors of the Company was held on 14.02.2017.

21. Committees of the Board

During the year under review in accordance with the Companies Act 2013 and Clause 49of the erstwhile Listing Agreement and the applicable SEBI Listing Regulations 2015 theBoard reconstituted some of its Committees. The Committees are as follows:

* Audit Committee

* Stakeholders' Relationship Committee

* Nomination and Remuneration Committee

* Risk Management Committee

* Investigation Committee

Details of the said Committees alongwith their charters compositions and meetings heldduring the year are provided in the Report of Corporate Governance as a part of thisAnnual Report.

Recommendation of Audit Committee

During the year under review there were no instances of non-acceptance of anyrecommendation of the Audit Committee by the Board of Directors.

22. Board Evaluation

SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board Evaluation framework. The Companies Act 2013provides that a formal annual evaluation needs to be made by the Board of its ownperformance and that of its Committees and individual directors. Schedule IV of theCompanies Act 2013 states that the performance evaluation of Independent Directors shallbe done by the entire Board of Directors excluding the director being evaluated.

The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual directors pursuant to the provisions of the Companies Act2013 and the corporate governance requirements as prescribed by Securities and ExchangeBoard of India ("SEBI") under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Structured questionnaires were used in the overall Boardevaluation comprising various aspects of Board function.

The performance of the Board was evaluated by the Board on the basis of PerformanceEvaluation Policy formulated by the Board and after seeking inputs from all the directorson the basis of the criteria such as the Board composition and structure effectiveness ofboard processes information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee members on the basis of the criteria such as the composition of committeeseffectiveness of Committee meetings etc. and on such further criteria as is set out inthe Performance Evaluation Policy (as per Annexure 2) formulated by the Nominationand Remuneration Committee and approved by the Board to evaluate the performance of theBoard and its Committees.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and Committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.

In a separate meeting of Independent Directors held on 14.02.2017 performance ofnon-Independent Directors performance of the Board as a whole and performance of theChairman was evaluated taking into account the views of executive directors andnon-executive directors. The same was discussed in the board meeting that followed themeeting of the Independent Directors at which the performance of the Board itscommittees and individual directors was also discussed.

Based on the outcome of performance evaluation for the financial year 2016-17 furthermeasures/actions have been suggested to improve and strengthen the effectiveness of theBoard and its Committees.

23. Policy On Directors' Appointment And Remuneration

Your Company has a policy to have an appropriate mix of non executive and independentdirectors to maintain the independence of the Board and separate its functions ofgovernance and management.

The policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Companies Act2013 adopted by the Board is attached as Annexure – 3 to the Board Report.Further the remuneration paid to the Directors if any is as per the terms laid out inthe nomination and remuneration policy of the Company.

24. Risk management policy and Internal Control

The Company has adopted a Risk Management Policy duly approved by the Board and alsohas in place a mechanism to identify access monitor and mitigate various risks to keybusiness objectives. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis.

25. Whistle Blower Policy and Vigil Mechanism

Your Company has established a "Whistle Blower Policy" and Vigil Mechanismfor directors and employees to report to the appropriate authorities concerns about theunethical behavior actual or suspected fraud or violation of the Company's code ofconduct policy and provides safeguards against victimization of employees who avail themechanism and also provide for direct access to the Chairman of the Audit Committee. Thesaid policy has been uploaded on the website of the company. The same can be accessed atthe link http://www.interworlddigital.in/policy.html.

26. Particulars of loans guarantees or investments under Section 186

Particulars and details of loans given investments made or guarantees given andsecurities provided if any are given in the Notes to the Financial Statements.

27. Contracts and arrangements with related parties

During the year under review no contracts have been entered into by the company withrelated parties. which could be considered as material in accordance with the policy ofthe Company on materiality of related party transactions.

The policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website at thehttp://www.interworlddigital.in/policy.html.

However as a matter of Company's policy all contracts/arrangements/transactions ifany which will be entered by the company with related parties would be in the ordinarycourse of business and on an arm's length basis and details and prescribed particulars ofall such transactions (if any) will be contained in the Notes to the FinancialStatements.

28. Secretarial Audit Report

In terms of Section 204(1) of the Companies Act 2013 and the rules made thereunderM/s Kundan Agrawal & Associates. was appointed as the Secretarial Auditor to undertakethe Secretarial Audit of the Company for the F.Y. 2016-17. The report of the SecretarialAudit in Form No. MR -3 is annexed to and forms part of this Report as per Annexure– 4

29. Corporate Governance

Your Company has been benchmarking itself with well established Corporate Governancepractices besides strictly complying with the requirements of Regulation 17 to 27 and anyother applicable Regulation of the SEBI under SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended from time to time.

A separate "Report on Corporate Governance" together with requisitecertificate obtained from Statutory Auditors of the Company confirming compliance withthe provisions of Corporate Governance as per the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed to this Report.

30. Directors' Responsibility Statement

Pursuant to Section 134(3)(c) read with 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and belief confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31stMarch 2017 the applicable accounting standards had been followed and no materialdepartures have been made from the same;

(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year i.e. on31st March 2017 and of the profit or loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and operating efficiently;and

(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

31. Particulars Of Employees

There are no employees employed throughout the financial year who were in receipt ofremuneration of Rs. 60 Lacs or more or employed for part of the year who were in receiptof remuneration of Rs. 5 lacs or more a month under Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Remuneration) Rules 2014.

Disclosure u/s 197(12) and Rule 5(1) of the Companies Appointment and Remuneration ofManagerial Personnel) Rules 2014 are annexed herewith as Annexure – 5.

During the year under review none of the Directors of the Company have receivedremuneration from the Company.

The Nomination and Remuneration Committee of the Company has affirmed in its meetingheld on February 14 2017 has affirmed that the remuneration paid to the Senior ManagementEmployee/KMPs is as per the remuneration policy of the Company.

32. Internal Auditors & Their Report

Pursuant to the provisions of Section 138 of the Companies Act 2013 and Rules madethereunder the Company had appointed M/s Sanghi & Co. as Internal Auditor for thefinancial year 2016-17.

Internal Financial Control And Their Adequacy

The Board has adopted policies and procedure for ensuring the orderly and efficientconduct of its business including adherence to the company's policies the safeguardingof its asset the prevention and detection of fraud and error the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosure.

The Company has an adequate internal controls system commensurate with its size and thenature of its business. All the transactions entered into by the Company are dulyauthorized and recorded correctly. All operating parameters are monitored and controlled.The top management and the Audit Committee of the Board of Directors review the adequacyand effectiveness of internal control systems from time to time.

33. Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 read with Rules thereunder

Pursuant to the provisions of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 read with Rules thereunder theCompany has not received any complaint of sexual harassment during the year under review.

34. Human Resources

Your Company treats its "human resources" as one of its most importantassets. We focus on all aspects of the employee lifecycle. This provides holisticexperience for the employees as well. During their tenure at the Company employees aremotivated through various skill development programs. We create effective dialogue throughour communication channels to ensure effective dialogue through our communication channelsto ensure that feedback reach the relevant team including leadership.

Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.

35. Segment-wise performance

The Company is into single reportable segment only.

36. Management Discussion and Analysis

The Management Discussion and Analysis Report on the business of the Company andperformance review for the year ended March 31 2017 as stipulated in Regulation 34 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is presentedin a separate report which forms part of the Report.

37. Acknowledgements

Your Directors are grateful to the Government of India the Reserve Bank of India theSecurities and Exchange Board of India the Stock Exchanges and other regulatoryauthorities for their valuable guidance and support and wish to express their sincereappreciation for their continues co-operation and assistance. We look forward for theircontinued support in future.

Your directors would like to express their sincere appreciation for the assistance andcooperation received from banks customers vendors Government members and employeesduring the year under review. Finally the Directors thank you for your continued trustand support.

For and On Behalf of the Board
of Interworld Digital limited
Sd/-
Peeyush Kumar Aggarwal
Chairman
DIN 00090423
Place : New Delhi
Date : 30th May 2017