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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
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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) - Director Report

Company director report

To the Members

The Directors have pleasure in presenting the 34th Annual Report and FinancialStatements (Standalone & Consolidated) for the financial year ended 31st March 2019.

FINANCIAL RESULTS

(in Rs.)
PARTICULARS Standalone Consolidated
2018-2019 2017-2018 2018-2019 2017-2018
Gross Sales and Services 30000000 28639485 14246109877 6475737425
Other Income 131488 2939650 78458063 91918865
Profit/(Loss) before depreciation finance charges and taxation 4850598 1153918 83613266 63104570
Less: Depreciation & Amortisation expenses 21467 62217 19610111 44930386
Less: Finance Charges 0 9615 38005252 51642970
Profit before Exceptional items and Tax 4829131 1082086 25997903 (33468786)
Less: Exceptional items 0 213981202 975951872 (314345200)
Profit/(Loss) before taxes 4829131 (212899116) 1001949775 (347813986)
Less: Tax Expenses
Current tax 1274343 327118 2114056 909776
Deferred tax (23157) (145989) 573583 767337
Profit/ (Loss) for the year after tax 3577945 (213080245) 999262136 (349491099)

DIVIDEND

Your Board of Directors has not recommended any dividend on Equity Share Capital forthe year under review with a view to conserve resources and to plough back the profits forthe Financial Year ended 31st March 2019 and to strengthen the working capital of theCompany.

MANAGEMENT DISCUSSIONS & ANALYSIS (MDA)

FINANCIAL REVIEW

The Standalone gross turnover during the financial year ended 31st March 2019 stood atRs.30000000/- as against the Standalone gross turnover of Rs. 28639485/- in theprevious financial year ended 31st March 2018. During the financial year ended 31stMarch 2019 the Company has earned profit of Rs.3577945/- as compared to loss of Rs.213080245/- in the previous year ended 31st March 2018 on standalone basis. TheConsolidated gross turnover during the financial year ended 31st March 2019 stood atRs.14246109877/- as against the Consolidated gross turnover of Rs.6475737425/- inthe previous financial year ended 31st March 2018. During the financial year ended 31stMarch 2019 the Company has earned a profit of Rs.999262136/- as compared to loss ofRs.349491099/- in the previous year ended 31st March 2018 on consolidated basis.

(in Rs.)
Particulars Standalone
Ratios FY 2018-19 FY 2017-18
Debtors Turnover NA 15.43
Inventory Turnover NA NA
Interest Coverage Ratio NA NA
Current Ratio 1.29 0.96
Debt Equity Ratio NA NA
*Operating Profit Margin (%) 16.10 3.81
Net Profit Margin (%) 11.93 3.15
Net Worth 1459351623 1455773678

* Operating Profit Margin has been improved due to decrease in expenses mainly legal& Professional.

SHARE CAPITAL

During the financial year 2018-19 the paid up capital of the Company stood at Rs.1132742219 (Rupees One Hundred Thirteen Crore Twenty Seven Lacs Forty Two Thousand TwoHundred Nineteen Only) divided 1132742219 into Equity Shares of Re.1/- each.

INDUSTRY OVERVIEW FOR THE COMPANY & ITS SUBSIDIARIES MOBILE HANDSETS MARKET ININDIA

One of the subsidiaries of the Company nexG Devices Private Limited (NDPL) is engagedinto trading of mobile handsets business in India.

Mobile Handset Market Overview

According to CMR's India Mobile Handset Market Review Report for Q1 2019 mobilehandset shipments in India recorded a 25% YoY decline in 1Q 2019. Feature phone shipmentssaw a noticeable decline of around 49% while smartphones recorded a healthy 10% growth.

4G contributed to 66% while 2G accounted for 34% of the mobile handset shipments.According to CMR the overall market decline was on expected lines for Q1 2019. The aboveindustry average stock build-up in the end of previous quarter resulted in lowershipments. Also the recent change in e-Commerce rules in India impacted the onlinedependent players.

During Q1 2019 Samsung topped the overall mobile handset leaderboard with a 22% marketshare followed by Xiaomi with 16% and LYF at 13%. Chinese brands continued to dominatethe mobile handset leaderboard while market share of Indian brands dipped to 30% duringQ1 2019.

Smartphone Segment

In smartphones Xiaomi (30%) and Samsung (27%) were major brands followed by Vivo(12%) Oppo (7%) and closely followed by Realme. According to CMR shipments of top 5smartphone players accounted for 83% of total smartphone shipments in Q1 2019. The hypercompetitive nature of the smartphone market saw intense competition resulting insequential decline by 10-12% for both Xiaomi and Samsung shipments.

The Indian smartphone market saw the affordable smartphone segment (INR 7000-INR 25000)growing by 75% while the value for money segment (<INR 7000) experienced a 22% growth.The premium segment (INR 25001-50000) grew at a flat 2.4% YoY.

Some of the key highlights from the smartphone market (by price segment) for Q1 2019are as under:

• Xiaomi continued to rule the Value for Money (<INR 7000) segment with a 41%market share with its Xiaomi Redmi 6A contributing a healthy 35% market share. During Q12019 Xiaomi had two notable new launches including the Redmi Note 7 series and the RedmiGo.

• In the affordable smartphone (INR 7000-25000) segment Samsung secured a 31%market share while Xiaomi came close with a 28% market share.

• OnePlus had a 43% market share in the premium segment (INR 25001-50000).

• The super-premium segment (INR 50001-100000) saw Samsung taking top positionduring Q1 2019 with 80% market share. Samsung Galaxy S10 was the most shippedsuper-premium smartphone with a 38% market share.

• The uber-premium segment (>INR 100000) saw Samsung and Apple split marketshare equally. Samsung's Galaxy S10 Plus had a 50% market share.

Featurephone Segment

• Feature phones still constitute for almost half of the overall mobile handsetshipments in the India market. There was a sharp decline of almost 50% YoY due to channelinventory and dip in 4G-enabled and 2G feature phones.

• For 2G feature phones major players were Samsung (20%) Lava (15%) and Nokia(12%)

Future Outlook

CMR anticipate the market demand to pick-up in upcoming quarters with many newexciting launches lined-up from all major brands including Xiaomi Oppo and Realme.Growth in entry level smartphone market is expected to be fuelled by new launches ofXiaomi (Redmi Go) and Samsung (J2 Core) especially beyond tier 1 cities.

As per CMR the dominant thread for CY2019 would be the return to prominence ofoffline channels. All major brands that enjoyed an online-exclusive growth would nowfurther expand aggressively. The battle ground for market dominance for mobile handsetplayers would shift to India's hinter land. At the same time the focus on online channelswould continue for smartphone brands."

Opportunities and Outlook

The strategy of Company and/or its subsidiaries has been towards investing in the newapplication and/or technologies related to Mobile on account of rising demand for dataservices/solution in 3G/4G era and making investments in next generation businessesincluding Contents Telecom and Media businesses which are expected to have substantialgrowth over the next decade on account of rising demand from online and e-commercebusinesses. The Company would be working either directly or through its subsidiaries totake up existing and/or new projects to achieve the above.

Threat Risks & Concern

The Company and/or its subsidiaries operates in a competitive environment and facescompetition from both the international as well as domestic players and within domesticindustry from both the organized and unorganized players. However no player in theindustry is an integrated player.

Adequacy of Internal Control

The Company has a well laid internal control system commensurate with size of theCompany. M/s Sunder Sharma & Company Chartered Accountant (FRN No.008629N) are theinternal auditors of the Company. The internal control system is designed to ensure thatthere is adequate safeguard maintenance and usage of assets of the Company.

Internal Financial Controls related to Financial Statements

Your Company has put in place adequate Internal Financial Controls with reference tothe financial statements some of which are outlined below. Your Company has adoptedaccounting policies which are in line with the Accounting Standards prescribed in theCompanies (Accounting Standards) Rules 2006 that continue to apply under Section 133 andother applicable provisions if any of the Companies Act 2013 read with Rule 7 of theCompanies (Accounts) Rules 2014. These are in accordance with generally acceptedaccounting principles in India. Changes in policies if any are approved by the AuditCommittee in consultation with the Statutory Auditors.

The policies to ensure uniform accounting treatment are prescribed to the subsidiariesof your Company. The accounts of the subsidiary companies are audited and certified bytheir respective Statutory Auditors for consolidation.

Your Company in preparing its financial statements makes judgments and estimates basedon sound policies and uses external agencies to verify/ validate them as and whenappropriate. The basis of such judgments and estimates are also approved by the StatutoryAuditors and Audit Committee.

The Management periodically reviews the financial performance of your Company againstthe approved plans across various parameters and takes necessary action wherevernecessary. The Board of Directors believe that during financial year 2019 internalfinancial controls were adequate in the Company.

Risk Management

The management periodically briefs the Board on the emerging risks along with the riskmitigation plans put in place. Risk management is interlinked with the annual planningexercise where each function and business carries out a fresh risk identificationassessment and draws up treatment plans.

There are no risk which in the opinion of the Board threaten the existence of theCompany.

Human Resources

The Company currently has a technical team with experience in developing newapplications and technologies required for supporting the Mobile Content distributionplatform and we would like to thank each and every member of the MMWL family itsSubsidiaries for their role and continuous contribution towards the Company's performance.The Company had 5 (Five) employees on its roll as on 31st March 2019.

Our Subsidiaries nexG Devices Private Limited (NDPL)

Our Subsidiary NDPL has rich experience in procurement and distribution of MobileHandsets of various brands. NDPL has distribution arrangement with various brands fordistribution and marketing of handsets in the Indian markets. NDPL has marketing officesand warehouses located at various cities in India and over a period of time it hasestablished a nationwide network to handle the distribution business all over India.

With the launch of 4G services mainly by Reliance Jio this market has expanded veryfast and is going to expand manifold in future as well and will have more opportunitiesfor NDPL having a strong presence with warehouses across the country.

NDPL is currently doing business with Gionee VIVO and Tecno. mobile brands todistribute mobile handsets to LFRs (Large Format Retail outlets) across the country.

NDPL is in the process of further tie-ups with renowned brands by leveraging itslogistics warehousing & distribution expertise across the country.

DigiVive Services Private Limited (DSPL)

The Company has transferred its entire stake held in DigiVive Services Private Limited(DSPL) to Infotel Business Solutions Limited (IBSL) in terms of Share Purchase Agreementsigned on 13th August 2018 pursuant to which DSPL has ceased to be wholly ownedsubsidiary of the Company w.e.f. 1st September 2018.

Media Matrix Enterprises Private Limited (formerly Media Matrix Holdings PrivateLimited) (MMEPL)

Media Matrix Enterprises Private Limited (formerly Media Matrix Holdings PrivateLimited) is engaged in business of making investments in existing/new projects to beundertaken by the Company jointly or severally.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company for the financial year 2018-19are prepared in accordance with the provision of the Companies Act 2013 read with therules issued thereunder Accounting Standard AS -21 on Consolidated Financial Statementsread with AS-23 on Accounting for Investments in Associates AS -27 on Financial Reportingof Interests in Joint Ventures and the provisions of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafterreferred to as the "Listing Regulations"). The Audited Consolidated FinancialStatement are provided in the Annual Report.

Subsidiaries Joint Ventures and Associate Companies

A separate statement in form AOC-1 containing the salient features of financialstatements of all subsidiaries of your Company forms part of Consolidated FinancialStatements in compliance with Section 129 and other applicable provisions if any of theCompanies Act 2013. The financial statements of the subsidiary companies and relatedinformation are available for inspection by the members at the Registered Office of yourCompany during business hours on all days except Saturdays Sundays and public holidays upto the date of the Annual General Meeting (AGM) as required under Section 136 of theCompanies Act 2013. Any shareholder desirous of obtaining the Annual Accounts and relatedinformation of the above subsidiary companies may write to the Company Secretary at MediaMatrix Worldwide Ltd. Plot No. 38 4th Floor Sector 32 Institutional AreaGurugram-122001 Haryana and the same shall be sent by post. The financial statementsincluding the consolidated financial statements and all other documents required to beattached to this report have been uploaded on the website of the Company i.e.www.mmwlindia.com.

A report on the performance and financial position of each of subsidiaries associatesand joint venture companies as per the Companies Act 2013 is provided in form AOC-1 tothe consolidated financial statement and hence not repeated here for sake of brevity. Thepolicy for determining material subsidiaries as approved by the Board of Directors may beaccessed on the Company's website at the link:http://www.mmwlindia.com/PDF/investors/Policy-for-determining-material-subsidiaries.pdf

FIXED DEPOSITS

During the financial year 2018-19 your Company has not accepted any deposit within themeaning of Section 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES

The remuneration paid to the Directors is in accordance with the Remuneration Policyformulated in accordance with Section 178 of the Companies Act 2013 (including anystatutory modification(s) or re-enactment(s) for the time being in force) and Regulation19 of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (hereinafter referred to as the "ListingRegulations"). The salient aspects covered in the Remuneration Policy have beenoutlined in the Corporate Governance Report which forms part of this Report.

The Whole-time Director of your Company does not receive remuneration from any of thesubsidiaries of the Company.

The information required under Section 197 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofDirectors/employees of the Company is set out in "Annexure - A" to thisReport and is available on the website of the Company.

DIRECTORS & KEY MANAGERIAL PERSONNELS

APPOINTMENTS/RE-APPOINTMENTS/RESIGNATIONS

The Board of Directors had appointed Shri Aasheesh Verma as an Additional/ IndependentDirector w.e.f 13th August 2018 for the term of 5 (five) years upto 12th August 2023which was approved by the shareholders at their Annual General Meeting held on 29thSeptember 2018.

Smt. Bela Banerjee completed her second term as an Independent Director and ceased tobe Independent Director of the Company with the conclusion of Annual General Meeting heldon 29th September 2018.

However the Board of Directors of the Company on the recommendation of Nomination andRemuneration Committee at their respective meeting held on 13th August 2018 had appointedSmt. Bela Banerjee as Non-Executive Director of the Company w.e.f. 29th September 2018which was approved by the shareholders at their Annual General Meeting held on 29thSeptember 2018.

Shri Bharat Bhushan Chugh had resigned from the Board of the Company and had ceased tobe a Director (Non-Executive) of the company w.e.f 13th August 2018.

Shri Sunil Batra Director is liable to retire by rotation at ensuing Annual GeneralMeeting pursuant to Section 152 of the Companies Act 2013 read with the Companies(Appointment and Qualification of Directors) Rules 2014 and the Article of Association ofyour Company and being eligible offers himself for re-appointment. Appropriate resolutionfor his reappointment is being placed for your approval at the ensuing AGM. The briefresume of him and other related information have been detailed in the Notice convening the34th AGM of your Company.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of programmes for familiarisation of Independent Directors with theCompany their roles rights responsibilities in the Company and related matters are putup on the website of the Company at the link: http://www.mmwlindia.com/PDF/MMWL-Familiarisation-Prog.ID.pdf

ANNUAL EVALUATION OF BOARD PERFORMANCE

Pursuant to the provisions of the Companies Act 2013 read with the rules issuedthereunder (including any statutory modification(s) or re-enactment(s) thereof for thetime being in force) and the Listing Regulations the Nomination and RemunerationCommittee/Committee of Independent Directors have evaluated effectiveness of theBoard/Committee/ Directors for the financial year 2018-19. Further the Board of Directorsalso evaluated the performance of Independent Directors as required under Regulation 17 ofthe Listing Regulations. The criteria applied in the evaluation process are detailed inthe Corporate Governance Report which forms part of this Report.

KEY MANAGERIAL PERSONNEL

During the financial year ended 31st March 2019 Shri Sandeep Jairath Whole-timeDirector cum Chief Financial Officer and Shri Gurvinder Singh Monga Company Secretaryremained the Key Managerial Personnel in accordance with the provisions of the CompaniesAct 2013 and Rules made thereunder.

PARTICULARS OF EMPLOYEES' AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 (including any statutory modification(s) or re-enactment(s) thereoffor the time being in force) a statement showing the names of top ten employees of theCompany in terms of remuneration drawn and other particulars of the employees drawingremuneration in excess of the limits set out in said rules are given in "Annexure-A"annexed herewith.

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

The details of the number of Board and Audit Committee meetings of the Company are setout in the Corporate Governance Report which forms part of this Report.

NOMINATION AND REMUNERATION POLICY

During the year under review the Company has revised the Remuneration Policy inaccordance with the amendments to the Listing Regulations. The salient features of thePolicy and changes therein are set out in the Corporate Governance Report which forms partof this Annual Report.

The said Policy of the Company inter-alia provides that the Nomination andRemuneration Committee shall formulate the criteria for appointment of Directors on theBoard of the Company and persons holding Senior Management positions in the Companyincluding their remuneration and other matters as provided under Section 178 of the Actand Listing Regulations.

AUDIT COMMITTEE

The details pertaining to composition of Audit Committee are included in the CorporateGovernance Report which forms part of this Report.

DECLARATION BY THE COMPANY

The Company has issued confirmation to its Directors confirming that it has not madeany default under Section 164(2) of the Act as on 31st March 2019.

DECLARATION OF INDEPENDENCE

The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions of theCompanies Act 2013 read with the Schedules and Rules issued thereunder as well asRegulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. In terms of Regulation 25(8) of the Listing Regulations the Independent Directorshave confirmed that they are not aware of any circumstance or situation which exist ormay be reasonably anticipated that could impair or impact their ability to dischargetheir duties.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3) (c) of the Companies Act 2013 theDirectors confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March2019 the applicable accounting standards and Schedule III to the Companies Act 2013have been followed and there are no material departures 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 as at 31st March 2019 and of the profitsof the Company for the financial year ended 31st March 2019;

(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) the Directors have prepared the annual accounts on a 'going concern' basis;

(e) the Directors have laid down proper internal financial controls to be followed bythe Company and that such internal financial controls are adequate and are operatingeffectively; 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.

AUDITORS AND AUDITORS' REPORT

At the 33rd Annual General Meeting (AGM) of the Company M/s Khandelwal Jain &Company Chartered Accountants (Firm Registration No. 105049W) were appointed as theStatutory Auditors to hold office till the conclusion of the 34th AGM of the Company. M/sKhandelwal Jain & Co. Chartered Accountants Auditors of the Company retire at theconclusion of the ensuing Annual General Meeting and having confirmed their eligibility.The Company has received necessary letter from them to the effect that theirre-appointment if made would be within the prescribed limits under Section 141(3)(g) ofthe Companies Act 2013 and that they are not disqualified for re-appointment. The AuditCommittee and the Board of Directors therefore recommended re-appointment of M/sKhandelwal Jain & Co. Chartered Accountants as Auditors of the Company for thefinancial year 2019-20 till the conclusion of next AGM for the approval of theShareholders.

The observations in the Standalone and Consolidated Auditors' Report areself-explanatory and do not call for any further comments.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas appointed M/s MZ & Associates Company Secretaries to conduct the SecretarialAudit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure- B" to this Report. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark. Pursuant to Regulation 24A of the ListingRegulations the secretarial audit of nexG devices Private Limited a material subsidiaryof the Company has been conducted. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.

EXTRACT OF ANNUAL RETURN

The details forming part of the extracts of the Annual Return in Form MGT - 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as "Annexure - C"to this Report.

RELATED PARTY TRANSACTIONS

During the financial year 2018-19 there were no transactions with related partieswhich qualify as material transactions under the Listing Regulations.

The details of the related party transactions as required under Accounting Standard -18 are set out in Note - 30 to the standalone financial statements forming part of thisAnnual Report.

The Policy on "Materiality of Related Party Transactions and dealing with RelatedParty Transactions" as approved by the Board may be accessed on the Company's websiteat the link: http://www.mmwlindia.com/PDF/investors/MMWL-Related-party-transactions-policy.pdf.

LOANS GUARANTEES AND INVESTMENTS

The details of loans guarantees and investments under Section 186 of the CompaniesAct 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 are asfollows:

Amounts outstanding as at 31st March 2019

Particulars Amount (In Lacs)
Loans given NIL
Guarantees given 7200.00
Investments made 14554.36

Loans Guarantees and Investments made during the financial year 2018-19

Name of entity Relation Amount (Rs. in Lacs) Particulars of Loans Guarantees and Investments Purpose for which the Loans Guarantees and Investments are proposed to be utilized
nexG Devices Private Limited Subsidiary under Section 2(87) of the Companies Act 2013 5000.00 Guarantee Corporate Guarantee in favour of HDFC Bank Limited on behalf of nexG Devices Private Limited a subsidiary of the Company for carrying out the operations and business activities.
Media Matrix Enterprises Private Limited Subsidiary under Section 2(87) of the Companies Act 2013 800.50 Investment in 0% Compulsory Convertible Debentures (CCD's) For business activities of the Subsidiary Purpose

VIGIL MECHANISM

The Board of Directors of the Company have formulated a Whistle Blower Policy which isin compliance with the provisions of Section 177 (9) & (10) of the Companies Act 2013and Regulation 22 of the Listing Regulations. The Company through this Policy envisages toencourage the Directors and Employees of the Company to report to the appropriateauthorities any unethical behaviour improper illegal or questionable acts deeds actualor suspected frauds or violation of the Company's Code of Conduct for Directors and SeniorManagement Personnel.

During the financial year 2018-19 no complaint was received and no individual wasdenied access to the Audit Committee for reporting concerns if any.

The Whistle-Blower Policy was amended in line with the SEBI (Prohibition of InsiderTrading) Amendment Regulations 2018 enabling employees to report instances of leak ofUnpublished Price Sensitive Information (UPSI).

The Policy on Vigil Mechanism/ Whistle blower policy may be accessed on the Company'swebsite at the link: http://www.mmwlindia.com/PDF/investors/Whisle-Blower-Policy.pdf.

DEMATERIALIZATION OF SHARES

Trading in the Equity Shares of the Company is only permitted in the dematerializedform as per the Securities and Exchange Board of India (SEBI) circular dated May 29 2000.

The Company has established connectivity with both the Depositories viz. NationalSecurity Depository Ltd. (NSDL) as well as Central Depository Services (India) Ltd. (CDSL)to facilitate the demat trading. As on 31st March 2019 99.99% of the Company's ShareCapital is in dematerialized form.

The ISIN allotted to the equity shares of the Company is INE200D01020. The Company'sshares are frequently traded on BSE Limited.

CORPORATE GOVERNANCE

In Compliance with Regulation 34 of the Listing Regulations a separate report onCorporate Governance along with certificate from the Auditors on its compliance forms anintegral part of this Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under Section 134 of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 is as under:

Part A and Part B relating to conservation of energy and technology absorption are notapplicable to the Company as your Company is not a manufacturing Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

(in Rs.)
Particulars Financial Year ended 31.03.2019 Financial Year ended 31.03.2018
Foreign exchange earned in terms of actual inflows NIL NIL
Foreign exchange outgo in terms of actual outflows NIL NIL

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.

GENERAL

a) Your Company has not issued equity shares with differential rights as to dividendvoting or otherwise;

b) Your Company does not have any ESOP scheme for its employees/directors.

c) No fraud has been reported by the Auditors to the Audit Committee or the Board ofDirectors of the Company.

d) During the year your Company was not required to maintained cost records asprescribed under Section 148(1) of the Companies Act 2013.

e) The Company has complied with Secretarial Standards issued by the Institute ofCompany Secretaries of India on Meetings of the Board of Directors and General Meetings.

CAUTIONARY STATEMENT

Statement in the Management Discussions and Analysis describing the Company'sprojections estimates expectations or predictions may be 'forward looking statements'within the meaning of applicable securities laws and regulations. Actual results coulddiffer materially from those expressed or implied. Important factors that would make adifference to the Company's operations include demand supply conditions changes ingovernment regulations tax regimes and economic developments within the country andabroad and such other factors.

ACKNOWLEDGEMENTS

The Directors of the Company are grateful to all the stakeholders including thecustomers bankers suppliers and employees of the Company for their co-operation andassistance.

For and on behalf of the Board
Date : 29th August 2019 (Sandeep Jairath) (C.K. Goushal)
Place : Gurugram Whole-time Director Director
Cum Chief Financial Officer (DIN : 01187644)
(DIN : 05300460)

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