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Media Matrix Worldwide Ltd.

BSE: 512267 Sector: Media
NSE: MMWL ISIN Code: INE200D01020
BSE 00:00 | 30 Oct 4.85 -0.16
(-3.19%)
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5.00

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4.66

NSE 05:30 | 01 Jan Media Matrix Worldwide Ltd
OPEN 5.00
PREVIOUS CLOSE 5.01
VOLUME 5621
52-Week high 6.19
52-Week low 2.26
P/E
Mkt Cap.(Rs cr) 549
Buy Price 4.82
Buy Qty 206.00
Sell Price 4.85
Sell Qty 1.00
OPEN 5.00
CLOSE 5.01
VOLUME 5621
52-Week high 6.19
52-Week low 2.26
P/E
Mkt Cap.(Rs cr) 549
Buy Price 4.82
Buy Qty 206.00
Sell Price 4.85
Sell Qty 1.00

Media Matrix Worldwide Ltd. (MMWL) - Auditors Report

Company auditors report

TO THE MEMBERS OF

Media Matrix Worldwide Limited

Report on the Standalone Financial Statements

1. Opinion

We have audited the standalone financial statements of MEDIA MATRIX WORLDWIDELIMITED ("the Company") which comprise the balance sheet as at 31st March2019 and the Statement of Profit and Loss and Statement of Cash Flows for the year thenended and notes to the financial statements including a summary of significantaccounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at March 31 2019 and profitand its cash flows for the year ended on that date.

2. Basis of Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Companies Act 2013. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theFinancial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion on thestandalone financial statements.

3. Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the financial year ended March31 2019. These matters were addressed in the context of our audit of the financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters. We have determined that there is no key audit matter tocommunicate in our report.

4. Information Other than the Financial Statements and Auditor's Report Thereon

The Company's Management and Board of Directors are responsible for the preparation ofthe other information. The other information comprises the information included in theCompany's Annual Report Management Discussion and Analysis Board's Report BusinessResponsibility Report Corporate Governance and Shareholder's Information but does notinclude the financial statements and our auditor's report thereon.

Our opinion on the financial statements does not cover the other information and we donot express any form of assurance conclusion thereon.

In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained during thecourse of our audit or otherwise appears to be materially misstated. If based on the workwe have performed we conclude that there is a material misstatement of this otherinformation; we are required to report that fact. We have nothing to report in thisregard.

5. Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance cash flows of the Company in accordance with theaccounting principles generally accepted in India including the accounting Standardsspecified under section 133 of the Act. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingof the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.

In preparing the financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.

6. Auditor's Responsibility

Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order todesign auditprocedures that are appropriate in the circumstances. Under section 143(3)(i)of the Actwe are also responsible for expressing our opinion on whether the company hasadequate internal financial controls system in place and the operating effectiveness ofsuch controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basisofaccounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

• Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements thatindividually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope of our auditwork and in evaluating the results of our work; and (ii) to evaluate the effect of anyidentified misstatements in the financial statements.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the financial statements of thefinancial year ended March 31 2019 and are therefore the key audit matters. We describethese matters in our auditor's report unless law or regulation precludes public disclosureabout the matter or when in extremely rare circumstances we determine that a mattershould not be communicated in our report because the adverse consequences of doing sowould reasonably be expected to outweigh the public interest benefits of suchcommunication.

7. Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Companies Act 2013 we give in the Annexure "A" statement on the mattersspecified in paragraphs 3 and 4 of the Order to the extent applicable.

2) As required by the Non-Banking Financial Companies Auditor's Report (Reserve Bank)Directions 2016 dated 29th September 2016 we give a separate report "Auditors'Report on NBFC" for matter specified in said Direction.

3) As required by Section 143 (3) of the Act we report that:

(a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit;

(b) in our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books;

(c) the standalone Balance Sheet standalone Statement of Profit and Loss andstandalone Cash Flow Statement dealt with by this Report are in agreement with the booksof account;

(d) in our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Companies Act 2013 read with Rule7 of the Companies (Accounts) Rules 2014;

(e) on the basis of the written representations received from the directors as on 31stMarch 2019 and taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2019 from being appointed as a director in terms ofsubsection (2) of Section 164 of the Companies Act 2013;

(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate report in "Annexure B"; and

(g) with respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of information and according to the explanations given to us:

i. The Company has disclosed the impact if any of pending litigations on itsfinancial position in its financial statements - Refer Note 25 to the financialstatements;

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses. Refer Note 25 to the financialstatements;

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

For KHANDELWAL JAIN & Co
Chartered Accountants
Firm's Registration No. 105049W
Naveen Jain
Place: Gurugram (Partner)
Date: 29th May 2019 Membership No. 511596

ANNEXURE "A" TO THE AUDITORS' REPORT

Annexure referred to in paragraph 7(1) of the Independent Auditors' Report of even dateto the Members of Media Matrix Worldwide Limited on the standalone financialstatements for the year ended 31st March 2019 we report that:

I. (a) The Company has maintained proper records showing full particulars includingquantitative details and situations of its Fixed Assets.

(b) All fixed assets have not been physically verified by the management during theyear but there is a regular program of verification which in our opinion is reasonablehaving regard to the size of the Company and the nature of its assets and as informed nomaterial discrepancies were noticed on such verification.

(c) Company has not owned any immovable property. Accordingly paragraph 3 (I) (c) ofthe order is not applicable.

II. As the Company does not have any Inventory. Accordingly paragraph 3 (II) (a) (b)and (c) of the Order is not applicable.

III. As per the information furnished the Company has not granted any loans securedor unsecured to companies firms and other parties covered in the register maintainedunder Section 189 of the Companies Act 2013. Accordingly paragraphs 3(III) (a) and (b)of the Order are not applicable.

IV. In our opinion and according to the information and explanations given to us thecompany has in respect of loans investments guarantees and security complied with theprovisions of section 185 and 186 of the Companies Act 2013.

V. In our opinion and according to the information and explanation given to us theCompany has not accepted any deposits within the meaning of the provisions of Sections 73to 76 or any other relevant provisions of the Companies Act 2013 and the rules framedthere under.

VI. According to the information and explanations given to us the Central Governmenthas not prescribed the maintenance of cost records under sub-section (1) of section 148 ofthe Companies Act 2013 for any products of the company.

VII. (a) According to the information and explanations given to us and records examinedby us the Company has generally been regular in depositing undisputed statutory dues withthe appropriate authorities in respect of provident fund employees' state insuranceincome-tax VAT service tax excise duty GST and other statutory dues applicable to itwith the appropriate authorities. According to the information and explanations given tous there are no undisputed amounts payable in respect of such statutory dues at the yearend for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and as certified by themanagement no dues pending which have not been deposited on account of disputes.

VIII. According to the information and explanations given to us and records examined byus as at the Balance Sheet date the Company has not defaulted in repayment of dues tofinancial institution or banks or debenture holders.

IX. As per information given to us no money was raised by way of initial public offeror further public offer (including debt instruments) and no term loan has been takenduring the year by the company.

X. To the best of our knowledge and belief and according to the information andexplanations given to us no fraud on or by the company has been noticed or reportedduring the course of our audit.

XI. According to the information and explanation given to us and the books of accountsverified by us the Managerial remuneration has been paid or provided in accordance withthe requisite approvals mandated by the provisions of section 197 read with the Schedule Vto the Companies Act.

XII. The Company is not a Nidhi Company. Accordingly paragraph 3(xii) of the order isnot applicable.

XIII. According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with Sections 177 and 188 of Companies Act 2013 where applicable and details ofsuch transactions have been disclosed in the Financial Statements as required by theapplicable accounting standards.

XIV. According to information and explanations given to us the Company during the yearhas not made any preferential allotment as private placement of shares or fully or partlyconvertible debentures. Accordingly paragraph 3(xiv) is not applicable.

XV. According to the information and explanation given to us and certified by themanagement the company has not entered into any non-cash transaction with directors orpersons connected with him.

XVI. The company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.

For KHANDELWAL JAIN & Co
Chartered Accountants
Firm's Registration No. 105049W
Naveen Jain
Place: Gurugram (Partner)
Date : 29th May 2019 Membership No. 511596

ANNEXURE "B" TO THE AUDITORS' REPORT

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act") TO THE MEMBERS OF MEDIA MATRIXWORLDWIDE LIMITED

We have audited the internal financial controls over financial reporting of MEDIAMATRIX WORLDWIDE LIMITED ("the Company") as of March 31 2019 in conjunctionwith our audit of the standalone financial statements of the company for the year ended onthat date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the company considering the essential components of internal control statedin the guidance note on Audit of Internal financial control over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to the Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on audit of Internal financial controls over financial reporting(the "Guidance Note") and the standards on auditing as specified under Section143 (10) of the companies act 2013 to the extent applicable to an audit of internalfinancial controls both applicable to an audit of internal financial controls and bothissued by Institute of Chartered Accountants of India. Those standards and the guidancenote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate Internal financial controls overfinancial reporting were established and maintained and if such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial control system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the internal financial controls system overfinancial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with the generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 312019 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls over Financial Reporting issued by the Institute of CharteredAccountants of India.

For KHANDELWAL JAIN & Co
Chartered Accountants
Firm's Registration No. 105049W
Naveen Jain
Place: Gurugram (Partner)
Date: 29th May 2019 Membership No. 511596

AUDITOR'S REPORT ON NBFC

To

The Board of Directors

Media Matrix Worldwide Limited

Gurugram.

We have audited the accounts of Media Matrix Wordwide limited ('the Company') for theyear ended 31st March 2019. As required by the Non-Banking Financial Companies Auditor'sReport (Reserve Bank) Directions 2016 issued by the Reserve Bank of India on the mattersspecified in Chapter - II of the said Directions to the extent applicable to the Companywe give below our report on the matters specified in the above-mentioned directions andstate that:

1. The Company has obtained a Certification of Registration (CoR) (No. 13.01287) on the13th August 1999 from the Reserve Bank of India. However as referred in Note No. 1(C) ofFinancial Statement of the Company for the year ended 31st March 2019 the Company hasfiled an application with the Reserve Bank of India(RBI) for de-registration as a NBFC on13th September 2011. However as per the extant guidelines of RBI the company shallcontinue as NBFC till time it reduces itsstrategic investments below 50% of total assetsto qualify for deregistration and would continue to do compliance of NBFC as applicable.

2. The Company is entitled to continue to hold such CoR in terms of its principalbusiness criteria of financial assets being fulfilled as on March 31 2019.

3. The Company is meeting the requirement of net owned funds applicable to Company ascontained in Master Direction - Non-Banking Financial Company - Non-Systemically ImportantNon-Deposit taking Company (Reserve Bank) Directions 2016.

4. The Board of Directors had passed a resolution for non-acceptance of any publicdeposit in their meeting held on Sept 7 2011

5. In our opinion and to the best of our information and according to the explanationsgiven to us the Company has not accepted any public deposits during the financial year2018-19.

6. The Company has complied with the prudential norms to Income recognition accountingstandards assets classification and provisioning for bad and doubtful debts asapplicable to it.

7. In our opinion and to the best of our information and according to the explanationgiven to us para (iv) and para (v) of paragraph 3(C) of chapter-II of the said Directionsare not applicable to the Company.

For KHANDELWAL JAIN & Co
Chartered Accountants
Firm's Registration No. 105049W
Naveen Jain
Place: Gurugram (Partner)
Date: 29th May 2019 Membership No. 511596

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