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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

To

The Members

I am privileged to present on behalf of the Board of Directors 23rdAnnualReport on the business and operations of your Company for the Financial Year ended on 31stMarch 2018 together with Audited Statement of Accounts Auditor's Report for the periodended on 31st March 2018.

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:

Particulars Current Year Previous Year
2017-18 2016-17
Income from Operations - 7.18
Other Income 4.19 5.59
Total Income 4.19 12.77
Total Expenditure 83.40 14.34
Profit before Depreciation Interest & Tax (PBDIT) (79.21) (1.57)
Interest 4.57 8.56
Depreciation 68.13 97.19
Profit before tax (151.91) (107.33)
Provision for taxation - -
Deferred Tax (28.34) (19.40)
Short Provision for earlier year 15.42 25.57
Profit after tax (PAT) (139.00) (113.50)
Profit brought forward from previous year 183.06 296.56
Balance carried to Balance Sheet 44.06 183.06
Paid-up equity share capital 4783.77 4783.77
Reserves & Surplus 7523.48 7662.48

2. Operations

During the year under review your company's total income was 4.19Lacs in as comparedto Rs 12.77Lacs in the previous financial year. The operating Loss for the year endedMarch 31 2018 is Rs. 151.92 Lacs as compared Loss to Rs. 107.33Lacs in the precedingfinancial year. The Loss after tax in 2017-18 is Rs.139.00 Lacs and was Loss Rs. 113.50Lacs in 2016-17.

3. Dividend

Keeping in view the insufficiency of profits the Board of Directors does not recommendany dividend for the year ended March 31 2018.

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. 4.19 Lacs as againstRs. 12.77 Lacs in the previous year. The company earned a netloss (before tax ) of Rs.151.92 Lacs as against a net loss (before tax ) of Rs. 107.33 Lacs during the previousyear. Your Directors are putting in their best efforts to improve the profitability of theCompany and necessary steps are being taken by the Directors to get back the business ofthe Company which was wrongly shifted by the then Managing Director of the Company in oneof 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 of thecompany which have occurred between the end of the financial year of the company to whichthe 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 Courts orTribunals 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.

However SEBI vide its letter dated 7th August 2017 took pre-emptive interim measuresunder section 11 (1) of SEBI Act in respect of listed shall companies which included thename of your company also. SEBI directed stock exchanges to place trading restrictions onpromoters / directors and place the scrip in the ‘trade to trade' category withlimitation on the frequency of trade and imposed a limitation on the buyers by way of 200%deposit on the trade value. The said measures were directed by SEBI pending finaldetermination after verification of credentials and fundamentals by the Stock Exchangesincluding by way of Audit and forensic audit if necessary.

Pursuant to the above Bombay Stock Exchange (BSE) vide notice dated August 7 2018addressed to all its market participants initiated actions envisaged in SEBI letter datedAugust 7 2018 in respect of all the listed companies including your company w.e.f. 8thAugust 2017.

Your company had thereafter made representation provided the stock exchange on theirrequest the Auditors Certificate inter alia to following effect:

(a) Status of filing of Income Tax Returns for the last three years and status ofdisputes if any pending with the Income Tax Department.

(b) Status w.r.t. your company's compliance with all requirements of Companies Act andAnnual Returns filed during last three years; Your Company also provided Secretarial AuditReports for the last three years.

(c) Description of business model along with Bank statements of last year with active /dormant status evidencing the company is a going concern

(d) Status of Company w.r.t. defaults to any bank / financial institution

(e) Status of compliance with all the listing regulations requirements for a period oflast three years

Your company was given an opportunity of personal hearing in the matter by BSE.Pursuant to which BSE vide order bearing Ref No:L/SURV/OFL/KM/2017-2018/SHELL/COMP/532072/1 dated 15th January 2018 disposedof the representation filed by the Company and ordered forensic audit of the Company. TheStock exchange while directing forensic audit advised the Company that the persons incontrol of the Company and the directors of the Company who are prima facie liable foraction as directed by SEBI should not be permitted to exit the Company at the cost ofinnocent shareholders.

In view of the above directions passed by the Exchange the trading in securities ofthe Company shall be reverted to the status as it stood prior to issuance of SEBI letterdated August 07 2017.The Stock Exchange to appoint independent Auditors to conductforensic audit of the Company for verification including the credentials/financials ofthe Company.

The promoters and directors in the Company are permitted only to buy the securities ofthe Company and they shall not sell their existing holding in the Company.

Further Bombay Stock Exchange Limited (BSE) vide letter bearing ref No:L/SURV/OFL/KM/2017-2018/SHELL/CoMp/532072/2 dated 22nd February 2018 appointedM/s Suresh Chandra & Associates Chartered Accountants to carry out the forensicaudit of the Company. The said forensic Auditors concluded their audit and we presumedthat they have submitted their report Bombay Stock Exchange (BSE). Your Company is yet toreceive any communication in this regard from Exchange.

9. Details in respect of adequacy of internal financial controls with reference to theFinancial 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 the company has prepared no consolidated financial statements as theCompany 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 interest thereon during the year and if so number of such cases and the total amount involved N.A
(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

M/s RMA & Associates the Statutory Auditors of the Company were originallyappointed in the 14th Annual General Meeting held in September 2009 as per theprovisions of Companies Act 1956.

Further In accordance with the provisions of Section 139(1) of the Companies Act2013 the members had at the 19thAnnual General Meeting held on 30thSeptember 2014 re-appointed M/s. RMA & Associates Chartered Accountants New Delhithe Statutory Auditors of the Company (Registration No. 000978N) for further term of fiveconsecutive financial years i.e. from the conclusion of the 19th AGM till the conclusionof the 23rd AGM of the shareholders of the Company.

Hence as per the provisions of section 139 of the Companies Act 2013 and Rules madethereunder the 2 consecutive terms of Statutory Auditors of the Company will be completedat the ensuring Annual General Meeting. Hence the Company needs to appoint anotherStatutory Auditor as per the Provisions of Section 139(1) of the Company Act 2013.

Therefore the Board of Directors has upon the recommendation of the Audit Committeedecided to appoint M/s Nemani Garg Agarwal & Co. (Firm Registration No.010192N)Chartered Accountants as the Statutory Auditor of the Company in place ofexisting Auditors in its meeting held on 13th August 2018 to hold the officefor a term of five consecutive years i.e. from the conclusion of the 23rdAnnual General meeting of the Company until the conclusion of 28th AnnualGeneral Meeting subject to the approval of members in the 23rd Annual GeneralMeeting.

The Company has received the consent letter from M/s Nemani Garg Agarwal & Co.(Firm Registration No. 010192N)to act as Statutory Auditor of the Company and has alsoobtained a certificate from M/ss Nemani Garg Agarwal & Co. (Firm Registration No.010192N)Chartered Accountants confirming that they are eligible for appointment asStatutory Auditors of the Company under Section 139 of the Companies Act 2013 andSEBI(LODR) Regulation 2015.

14. Auditors' Report

Auditors' Obervation:

(a) The Company has increased its authorised capital from Rs. 21 Crores to Rs. 70Crores during the period from FY 201011 ROC Fees of Rs. 55.97 lacs towards the samestands payable.

(b) Company is not regular in paying statutory dues Rs. 191.45 lacs are still payablehence shown under the head “Other Current Liabilities” in the FinancialStatement.

(c) Due to default in payments of bank loans the company's accounts have beenclassified as Non Performing Assets (NPA) by the bank. Bank of India has not chargedinterest on Cash credit limit. During the period under review no provision has been madefor such interest in the books of account of the company and to that extent bank's loanliability and total loss is understated by Rs. 3.44 lacs plus penal charges that the bankmay charge.

Further company has not cleared its term loan to Kotak Mahindra and around 4installments are pending and to that extent bank loan liability and total loss isunderstated by around Rs. 11000/- plus overdue charges that the bank may charge.

(d) Loans & Advances are subject to confirmation reconciliation adjustments &provisions if any which may arise out of confirmation and reconciliation.

Clarification on Auditors' Observation:

a. The Company has increased its authorised capital from Rs. 21 Crores to Rs. 70 Croresduring the period from F.Y. 2010-11. However due to financial constraints and technicalproblems the company could not file Form 5 with ROC for increase in its authorised sharecapital. With the advent of the Companies Act 2013 which came into effect from 01stApril 2014 the schedule of fees applicable w.r.t. increase in Authorised capital hasbeen revised and increased. The Schedule of fees as per the Companies Act 2013 has beenmade applicable and payable on the increased authorised share capital which the Companyhad increased prior to the applicability of Companies Act 2013. Therefore the companyhad filed the writ petition in the Hon'ble High Court of Delhi challenging theapplicability of provisions prescribed under Para 3 of Table B under Registration ofOffices and Fees Rules 2014 vide diary no. 159963 dated 30/05/2016. The fees &Additional fees payable as per Companies Act 1956 has already been provided for hencethere is no further impact on the financials/profitability of the Company.

b. As regards Auditor's observation that the Statutory dues of Rs.191.45 lacs are stillpayable our Company has already provided for the amount payable towards Service Tax.Hence this liability will have no further impact on the profits/losses of the Company forthe period under consideration. Further the management of the Company is making necessaryefforts to arrange the funds required to repay the same.

c. We wish to state that the management of the Company is making necessary efforts toarrange the funds required to repay the loan and other related dues of Bank of India andKotak Mahindra Bank. As soon as the necessary funds will be arranged the Company willclear its outstanding dues of both the Banks.

d. The Company is in the process of obtaining the necessary confirmations from theparties to whom loans & advances are given & the Company shall provide the same tothe Auditors as soon as it will be received by it.

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 (Annexure 1).

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

During the year under review Mr. Rachit Garg was appointed as a Chief FinancialOfficer and designated as the and Key managerial Personnel of the Company in the meetingof the Board held on 15th July 2017.

Further Mr. Manoj Kumar was appointed as a Chief Executive Officer and designated as aKey Managerial Personnel of the Company with effect from 14th November 2017 by the Boardof Directors in its meeting held on 14/11/2017.

Brief Profile of Mr. Manoj Kumar

Mr. Manoj Kumar aged 50 has a rich and vast experience of over 27 years in the areasof Corporate Laws Audit Finance &Taxation Project Management Import & ExportsStock Broking Information Technology and ecommerce etc. He worked with a reputedorganization MAS Services Ltd and has an enriched experience of share transfer registrywork. He has always demonstrated a certain dynamism and foresight seen in the mostpragmatic of professional.

Cessation

Mr. Rachit Garg resigned from the post of Chief Executive Officer of the Company witheffect from 15th May 2017 and the same was accepted by the Board in its meeting held on30th May 2017.

Vacation of office of Mr. Man Mohan Gupta Director of the Company

During the year under review the office of Mr. Man Mohan Gupta Director of theCompany stood vacated w.e.f 30th May 2017 as per the provisions of Section 167 (1) (b)of the Companies Act 2013 due to absenting himself from all the meetings of the Board fora continuous period of 12 months.

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 here in below:

Mr. Peeyush Kumar Aggarwal is a fellow Member of the Institute of CharteredAccountants of India. He has rich experience of over 32years. 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.

Mr. Peeyush Kumar Aggarwal held 25000000 shares in the company. Further Mr. PeeyushKumar Aggarwal is not related to any of the directors of the company.

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

Nine meetings of the Board of Directors were held during the year on 29.05.201730.05.2017 15.07.2017 02.09.2017 14.09.2017 14.11.2017 14.12.2017 14.02.2018 and22.03.2018.

During the year under review the meeting of the Board of Directors held on 29/05/2017was adjourned for 30/05/2017 due to paucity of time.

One separate meeting of Independent Directors of the Company was held on 22.03.2018.

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 Nomination andRemuneration Committee and approved by the Board to evaluate the performance of the Boardand 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 22.03.2018 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 2017-18 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 theremuneration paid to the Directors if any is as per the terms laid out in the nominationand 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

All Related Party Transactions if any that were entered into during the financialyear were on an arm's length basis

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website http://www.advikindia.com/reports/policy/related_party.pdf.”. Thedetails of the transactions with related parties are provided in Notes to 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. 2017-18. 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 and DisclosureRequirements) 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 2018 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 2018 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. 102 Lacs or more or employed for part of the year who were in receiptof remuneration of Rs. 8.5 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 22nd March 2018 has affirmed that the remuneration paid to the SeniorManagement Employee/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 2017-18.

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. REPORTING OF FRAUDS BY AUDITORS

During the year under review the Statutory Auditors and the Secretarial Auditor havenot reported any instances of frauds committed in the Company by its Officers or Employeesto the Audit Committee under Section 143(12) of the Companies Act 2013 details of whichneed to be mentioned in this Report.

35. SECRETARIAL STANDARDS

The Company has complied with the provisions of the applicable Secretarial Standardsi.e. SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2(Secretarial Standard on General Meetings).

36. 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.

37. Segment-wise performance

The Company is into single reportable segment only.

38. Management Discussion and Analysis

The Management Discussion and Analysis Report on the business of the Company andperformance review for the year ended March 31 2018 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.

39. 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 trust and support.

For and On Behalf of the Board
of Interworld Digital limited
Sd/-
Peeyush Kumar Aggarwal
Chairman
DIN 00090423
Place: New Delhi
Date: 01st September 2018