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Media Matrix Worldwide Ltd.

BSE: 512267 Sector: Media
NSE: MMWL ISIN Code: INE200D01020
BSE 00:00 | 27 Jan 12.55 -0.66
(-5.00%)
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13.01

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NSE 05:30 | 01 Jan Media Matrix Worldwide Ltd
OPEN 13.01
PREVIOUS CLOSE 13.21
VOLUME 210069
52-Week high 15.85
52-Week low 7.85
P/E 1255.00
Mkt Cap.(Rs cr) 1,422
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 13.01
CLOSE 13.21
VOLUME 210069
52-Week high 15.85
52-Week low 7.85
P/E 1255.00
Mkt Cap.(Rs cr) 1,422
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Media Matrix Worldwide Ltd. (MMWL) - Director Report

Company director report

Dear Members

The Directors have pleasure in presenting the 37th Annual Report and FinancialStatements (Standalone & Consolidated) of Media Matrix Worldwide Limited for thefinancial year ended 31st March 2022.

FINANCIAL HIGHLIGHTS

The Company's Standalone and Consolidated Financial Performance during the financialyear ended 31st March 2022 as compared to the previous financial year ended March 312021 is summarized as below:

(Amount in Rs)

PARTICULARS

Standalone

Consolidated

2021-22 2020-21 2021-22 2020-21
Gross Sales and Services 32500000 30000000 5757679919 11109445962
Other Income 4834706 4066350 57753582 41797754
Profit/(Loss) before depreciation finance charges and taxation 6008489 5186055 97207106 157680295
Less: Depreciation & Amortisation expenses 536906 1471767 17440077 18189604
Less: Finance Charges 191025 264351 35265216 17512901
Profit before Exceptional items and Tax 5280558 3449937 44501813 121977790
Less: Exceptional items - - - -
Profit/(Loss) before taxes 5280558 3449937 44501813 121977790
Less: Tax Expenses
Current tax 370675 867302 20714692 46492967
Deferred tax 55339 (43759) (595900) 35034853
Income Tax for Earlier Years - (38503) 256272 1166877
Profit/ (Loss) for the year after tax 4854411 2664897 24126749 39283093

INDIAN ACCOUNTING STANDARDS (IND-AS)

Financial Statements of your Company and its subsidiaries for the financial year ended31st March 2022 are prepared in accordance with Indian Accounting Standards (IND-AS) asnotified under Section 133 of the Companies Act 2013 ('the Act') read with the Companies(Indian Accounting Standards) Rules 2015 as amended from time to time.

TRANSFER TO RESERVE

The Board of Directors has decided to retain the entire amount of profits for the FY22except the 20 percent of the profit transfer to Reserve Fund U/s 45-IC of the RBI Act1934 and remaining amount has been transferred to the Retained Earnings and has nottransferred any amount to the General Reserves during the year under review.

DIVIDEND

Your Board of Directors has not recommended any dividend on Equity Shares of theCompany for the year under review with a view to conserve resources and to plough back theprofits for the Financial Year ended 31st March 2022 and to strengthen the workingcapital of the Company.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) (Second Amendment) Regulations 2021 top 1000listed Companies based on the market capitalization shall formulate a DividendDistribution Policy.

Accordingly the Policy has been adopted by the Board of Directors of the Companysetting out the parameters and circumstances that will be taken into account by the Boardin determining the distribution of dividend to its Shareholders and/ or retaining profitsearned by the Company.

The Dividend Distribution Policy is available on the Company's website athttps://mmwlindia.com/PDF/MMWL Dividend Policy.pdf

MANAGEMENT DISCUSSIONS & ANALYSIS (MDA) FINANCIAL REVIEW

The Company had a revenue of the Company of Rs.32500000/-.during the financial yearended 2021-2022. During the financial year ended 31st March 2022 the Company has earnedprofit of Rs.4854411/- as compared to the profit of Rs.2664897/- for the previousfinancial year ended 2021 on standalone basis. The Consolidated revenue during thefinancial year ended 31st March 2022 stood at Rs.5815433501/- as against theConsolidated revenue of Rs.11109445962/- in the previous financial year ended 31stMarch 2021. During the financial year ended 31st March 2022 the Company has earned aprofit of Rs.24126749/- as compared to profit of Rs.39283093/- in the previous yearended 31st March 2021 on consolidated basis.

Particulars Standalone
Ratios FY 2021-22 FY 2020-21
Debtors Turnover NA NA
Inventory Turnover NA NA
Interest Coverage Ratio NA NA
Current Ratio 1.33 1.16
Debt Equity Ratio NA NA
Operating Profit Margin (%) 16.84 12.38
Net Profit Margin (%) 14.94 8.88
Net Worth (In Rs.) 1476375476 1463793774

SHARE CAPITAL AUTHORIZED SHARE CAPITAL

As on 31st March 2022 the Authorized Share Capital of your Company stood at Rs.150Crores (Rupees One Hundred Fifty Crores only) divided into 150 Crores equity shares offace value of Rs.1/- (Rupee One) each.

PAID-UP SHARE CAPITAL

During the financial year 2021-22 the paid up equity share capital of the Companystood at Rs.1132742219 (Rupees One Hundred Thirteen Crore Twenty Seven Lacs Forty TwoThousand Two Hundred Nineteen Only) divided into 1132742219 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 Cyber Media Research (CMR)'s India Mobile Handset Market Review Report forQ1 2022 released today 5G shipments grew >300% YoY with overall smartphone shipmentsgrowing 1.6% YoY. Samsung led the 5G smartphone segment with 23% market share followed byXiaomi with 18% market share.

5G smartphone shipments posted a robust growth in Q1 2022. The overall smartphonemarket has posted a considerable growth of 16% compared to the pre-pandemic levels of Q12019. However the smartphone industry continues to face major headwinds includingprevailing supply side dynamics and resultant raw material shortages. While the initialtwo months of the quarter remain muted March bucked the trend with growth picking-up.

Smartphone Segment

As per the report published by International Data Corporation commonly known as IDCthe overall smart phone market in India had grown by 7% in the year 2021 as compared toyear 2020. The smart phone shipments were 161 million units in the year 2021 as comparedto 150 million units in the year 2020.

In particularly to VIVO brand the market share has gone down to 15% from 17.6% in theyear 2021 as compared to year 2020. The turnover of VIVO brand in India is reduced by 6%in the year 2021 as compared to year 2020. The smart phone shipments were 25.1 millionunits in the year 2021 as compared to 26.7 million units in the year 2020. The offlinemarket share of the brand VIVO is increased to 28% in the year 2021 from 25% in the year2020.

In spite of decline in market share and growth in VIVO turnover in the year 2021 NexgDevices with its robust distribution and logistics network had achieved growth of 34% inturnover of VIVO mobile phones in the year 2021 as compared to year 2020.

Some of the key highlights from the smartphone market for Q1 CY2021 are as under:

Xiaomi (24%) Samsung (19%) and Realme (15%) captured the top three spots in thesmartphone leaderboard in Q1 2022 followed by Vivo (14%) and OPPO (8%).

While affordable smartphone shipments (sub-INR 7000) declined premium smartphones(>INR 25000) grew 58% YoY indicating strong consumer appetite to switch and upgrade.

Feature Phone Segment

In Q1 2022 the overall feature phone segment declined 43% YoY driven by supply sideconstraints increase in operator tariff plans as well as rising inflationary trends. The2G feature phone and 4G feature phone segment declined by 42% and 50% YoY respectively.

Q1 2022: Key Smartphone Market Highlights

Xiaomi captured the top spot with 24% market share. Redmi 9A Sport and Note 11 werethe most popular models. Xiaomi's shipments declined by 13% YoY owing to toughcompetition. Its sub-brand Poco recorded a 52% YoY decline in its shipments in Q12022.

Samsung was placed second with 19% market share in the smartphone market overtakingrealme. Samsung topped the 5G smartphone leaderboard with its new 5G offeringsincluding the Samsung F23 Samsung A23 amongst others. Samsung was NO 1 in 5G Value formoney Price Band(7000-25000K).

Realme was placed third with 15% market share with its shipments growing 40% YoYthe most amongst the top five players. realme C11(2021) realme 9i and realme C21Y werethe top selling models and accounted for most of realme's market share.

Vivo garnered 15% market share along with its sub-brand iQOO. The vivo Y72and vivo Y75 models accounted for the bulk of its 5G shipments.

OPPO was placed fifth with 8% market share. The OPPO A54 and A16 series werehighest shipped models. OPPO captured 5% share in the overall 5G shipments.

OnePlus shipments witnessed 50% YoY increase. The OnePlus Nord series accounted for> 75% of OnePlus market share.

Apple shipments recorded 20% YoY growth. It topped the Super-premium (INR50000-100000) segment with 77% market share.

Transsion Group brands (Itel Infinix and Tecno) overall (smartphone+ featurephone) shipments declined 12% YoY. Its smartphone shipments declined by 3% YoY.However its online exclusive brand Infinix shipments increased by a whopping 60%.

Future Market Outlook

CMR estimates the overall smartphone shipments topping the 170+Mn mark in CY2022.

"Going forward in Q2 2022 CMR estimates point to a potential 5-8% YoY growth insmartphone shipments. We anticipate H2 2022 to potentially see some easing of supply-sideconstraints. Consumer demand at the premium smartphone end will continue to remain robustwith demand remaining muted at the affordable end of the market"

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 4G era and now future technologies of 5G and making investments innext generation businesses including Contents Telecom and Media businesses which areexpected to have substantial growth over the next decade on account of rising demand fromonline and e-commerce businesses. The Company would be working either directly or throughits subsidiaries to take 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 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 someof which are outlined below.

Your Company has adopted accounting policies which are in line with the AccountingStandards prescribed in the Companies (Accounting Standards) Rules 2006 that continue toapply under Section 133 and other applicable provisions if any of the Companies Act2013 read with Rule 7 of the Companies (Accounts) Rules 2014. These are in accordancewith generally accepted accounting principles in India. Changes in policies if any areapproved by the Audit Committee 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 believes that during financial year 2022 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 3 (Three) employees on its roll as on 31st March 2022.

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 VIVO TECNO and ITEL mobile brands to distributemobile handsets to LFRs (Large Format Retail outlets) across the Country. NDPL has alsoentered in Audio segment and is doing business with HARMAN for distribution of their brand"Infinity" in general trade.

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

MEDIA MATRIX ENTERPRISES PRIVATE LIMITED (MMEPL)

Media Matrix Enterprises Private Limited is engaged in business of making investmentsin existing/new projects to be undertaken by us jointly or severally.

CORPORATE GOVERNANCE

Your Company is committed to benchmark itself with global standards for providing goodcorporate governance. Your Board constantly endeavors to take the business forward in sucha way that it maximizes long term value for the stakeholders. The Company has put in placean effective corporate governance system which ensures that the provisions of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 ('SEBI Listing Regulations') are duly complied with.

A detailed report on the Corporate Governance pursuant to the requirements of the SEBIListing Regulations forms part of this Annual Report.

A Certificate from the Secretarial Auditor of the Company confirming compliance ofconditions of corporate governance as stipulated in SEBI Listing Regulations is providedin the Report on Corporate Governance which forms part of the Corporate Governance Report.

BUSINESS RESPONSIBILITY REPORT

As stipulated under Regulation 34(2)(f) of the SEBI Listing Regulations the BusinessResponsibility Report describing the initiatives taken by the Company from environmentalsocial and governance perspective forms part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company for the financial year 2021-22are prepared in accordance with the provision of the Act Companies (Indian AccountingStandards) Rules 2015 read with the rules issued thereunder Accounting Standard("AS') -21 on Consolidated Financial Statements read with AS-23 on Accounting forInvestments in Associates AS -27 on Financial Reporting of Interests in Joint Venturesand the provisions of the SEBI Listing Regulations".

In accordance with the provisions of the Act and Regulation 33 of the SEBI ListingRegulations and applicable Accounting Standards the Audited Consolidated FinancialStatements of the Company for the FY 2021-22 together with the Auditors' Report forms anintegral part of this Annual Report.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has one wholly owned subsidiary i.e. Media Matrix Enterprises Pvt. Ltd. andone subsidiary i.e. nexG Devices Private Limited.

A separate statement pursuant to first proviso to Section 129(3) of the Act containingthe salient features of financial statements of each of the subsidiaries of your Companywhich forms a part of Consolidated Financial Statements is provided in Form AOC-1.

The financial statements of the subsidiary companies and related information areavailable for inspection by the members at the Registered Office of your Company duringbusiness hours on all days except Saturdays Sundays and public holidays up to the date ofthe Annual General Meeting (AGM) as required under Section 136 of the Act. Any shareholderdesirous of obtaining the Annual Accounts and related information of the above subsidiarycompanies may write to the Company Secretary at Media Matrix Worldwide Ltd. Plot No. 384th Floor Sector 32 Institutional Area Gurugram-122001 Haryana and the same shall besent by post. The financial statements including the consolidated financial statements andall other documents required to be attached to this report have been uploaded on thewebsite of the Company i.e. www.mmwlindia.com.

MATERIAL SUBSIDIARIES

The Company has adopted a 'Policy for determining Material Subsidiaries' as perrequirements stipulated in Explanation to Regulation 16(1)(c) of the SEBI ListingRegulations.

During the year under review there was no change in the Policy for DeterminingMaterial Subsidiaries.

The said policy may be accessed on the website of the Company athttps://mmwlindia.com/PDF/PDF 17-Mar-22/Policy%20for%20determining%20material%20subsidiaries.pdf

The Company has one material subsidiary company viz. nexG Devices Private Limited as on31st March 2022.

FIXED DEPOSITS

During the financial year 2021-22 your Company has neither accepted nor renewed anyamount falling within the purview of provisions of Section 73 of the Act read with theCompanies (Acceptance of Deposit) Rules 2014. Hence the requirement of furnishingdetails relating to Deposits covered under Chapter V of the Act or the details of Depositswhich are not in compliance with the Chapter V of the Act is not applicable.

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

The remuneration paid to the Directors is in accordance with the Nomination andRemuneration Policy formulated in accordance with Section 178 of the Act (including anystatutory modification(s) or re-enactment(s) for the time being in force) and Regulation19 of the SEBI Listing Regulations. The salient aspects covered in the Nomination andRemuneration Policy have been outlined in the Corporate Governance Report which forms partof 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 CompaniesAct 2013 read with Rule 5(1) 5(2) & 5(3) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofDirectors/employees of the Company and a statement showing the names of top ten employeesof the Company in terms of remuneration drawn and other particulars of the employeesdrawing remuneration in excess of the limits set out in said rules are given in "Annexure- A" to this Report.

The remuneration paid to the Directors is in accordance with the Remuneration Policyformulated in accordance with Section 178 of the Act and Regulation 19 of the SEBI ListingRegulations (including any statutory modification(s) or reenactments) thereof for the timebeing in force).

DISCLOSURE UNDER SECTION 197(14) OF THE COMPANIES ACT 2013

The whole-time Director cum Chief Financial Officer of the Company does not receiveremuneration or commission from any of the subsidiaries of the Company.

REMUNERATION POLICY

Pursuant to provisions of Section 178 of the Act and the SEBI Listing Regulations theNomination and Remuneration Committee ('NRC Committee') of your Board has formulated aRemuneration Policy for the appointment and determination of remuneration of theDirectors Key Managerial Personnel Senior Management Personnel and other employees ofyour Company.

The NRC Committee has also developed the criteria for determining the qualificationspositive attributes and independence of Directors and for making payments to Executive andNon-Executive Directors and Senior Management Personnel of the Company.

The detailed Policy is available on the Company's website athttps://mmwlindia.com/PDF/CorporateGovernance/ Remuneration%20Policv.pdf and the salientaspects covered in the Remuneration Policy have been outlined in the Corporate GovernanceReport which forms part of this Report.

DIRECTORS & KEY MANAGERIAL PERSONNEL APPOINTMENTS/RE-APPOINTMENTS/RESIGNATIONS

During the year under review there were no changes in the Board of the Company.

In accordance with the provisions of Section 152 read with the Companies (Appointmentand Qualification of Directors) Rules 2014 and the Article of Association of your Companyand other applicable provisions if any of the Act Smt. Bela Banerjee (DIN 07047271)Non-Executive Director of the Company is liable to retire by rotation at ensuing AGM andbeing eligible has offered herself for re-appointment. The Board of Directors hasproposed the re-appointment for approval of the shareholders at the ensuing AGM of theCompany.

Pursuant to the provisions of Section 149 of the Act the Independent Directors havesubmitted declarations that each of them meet the criteria of independence as provided inSection 149(6) of the Act along with Rules framed thereunder and Regulation 16(1) (b) ofthe SEBI Listing Regulations and also none of the Directors of the Company aredisqualified under Section 164(2) of the Act. The Independent Directors have alsoconfirmed that they have complied with the Company's Code of Conduct for Directors andSenior Management Personnel.

During the year under review the non-executive Directors of the Company had nopecuniary relationship or transactions with the Company other than sitting fees.

The Board is of the opinion that the Independent Directors of the Company possessrequisite qualifications experience and expertise and that they hold highest standards ofintegrity. List of key skills expertise and core competencies of the Board including theIndependent Directors is provided in the Report on Corporate Governance forming part ofthe Annual Report.

Shri Chhattar Kumar Goushal shall complete his second term as an Independent Directorand will cease to be Independent Director of the Company with the conclusion of 37thAnnual General Meeting.

However the Board of Directors of the Company on the recommendation of Nomination andRemuneration Committee through circular resolution dated 1st September 2022 has appointedShri Chhattar Kumar Goushal as Non-Executive Director of the Company w.e.f. fromconclusion of the 37th Annual General Meeting. Your directors recommends his appointmentas a Non-Executive Director of the Company.

A brief resume of the Director seeking re-appointment and appointment along with theother details as stipulated under the SEBI Listing Regulations are provided in the Noticeconvening the 37th AGM of your Company.

KEY MANAGERIAL PERSONNEL

During the financial year ended 31st March 2022 Shri Sandeep Jairath Whole-timeDirector cum Chief Financial Officer and Shri Gurvinder Singh Monga Company Secretary ofthe Company are the Key Managerial Personnel of the Company in accordance with theprovisions of Section 2(51) and Section 203 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

There were no other change on the Board or in the Key Managerial Personnel.

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: https://mmwlindia.com/PDF/ mmwl pdf/MMWLFamiliarisation Prog.ID.pdf

BUSINESS RESPONSIBILITY REPORT

As stipulated under Regulation 34(2)(f ) of the SEBI Listing Regulations the BusinessResponsibility Report describing the initiatives taken by the Company from environmentalsocial and governance perspective forms part of this Annual Report.

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 Listing Regulations the Nomination and RemunerationCommittee/Committee of Independent Directors have evaluated the effectiveness of theBoard/Committee/ Directors for the financial year 2021-22.

Further the Board of Directors have also evaluated the performance of IndependentDirectors as required under Regulation 17 of the Listing Regulations. The criteria appliedin the evaluation process are detailed in the Corporate Governance Report which forms partof this Report.

NUMBER OF MEETINGS OF THE BOARD

During the year under review the Board of Directors duly met Four (4) times inaccordance with the provisions of the Act and Rules made there under

The intervening gap between any two consecutive meetings of the Board was within thestipulated time frame prescribed under the Act and the SEBI Listing Regulations.

Details of meetings held and attendance of directors are mentioned in CorporateGovernance Report which forms a part of this Report.

COMMITTEES OF THE BOARD

The provisions of the Act and the SEBI Listing Regulations have prescribed andmandated forming of Committees of the Board for efficient working and effective delegationof work and to ensure transparency in the practice of the Company. Accordingly thefollowing statutory Committees are constituted by the Board:

A. Audit Committee:

The Board has constituted an Audit Committee which comprises of Shri Chhattar KumarGoushal as the Chairman and Shri Suresh Bohra and Shri Sandeep Jairath as the Members. Thecomposition of the Audit Committee is in compliance with the requirements of Section 177of the Act and Regulation 18 of SEBI Listing Regulations. The details of the role andresponsibilities of the Audit Committee the particulars of meetings held and attendanceof the members at such meetings are given in the report on Corporate Governance whichforms part of the Annual report. The recommendations made by the Audit Committee wereaccepted by the Board.

B. Nomination and Remuneration Committee:

The Company pursuant to Section 178(1) of the Companies Act 2013 has formed theNomination and Remuneration Committee. The details are disclosed in the CorporateGovernance Report.

C. Stakeholders' Relationship Committee:

The Board has in accordance with the provisions of Section 178(5) of the Companies Act2013 constituted Stakeholder Relationship Committee. The details of which have beendisclosed in detail in the Corporate Governance report.

D. Risk Management Committee:

Pursuant to the Regulation 21 of the SEBI (Listing Obligations and DisclosureRequirements) 2015 the Board has framed a Risk Management Committee. The details ofwhich have been disclosed in the Corporate Governance Report.

The details with respect to the composition powers roles terms of reference numberof meetings etc. of the Committees held during the financial year 2021-22 and attendanceof the Members at each Committee Meeting are provided in the Corporate Governance Reportwhich forms part of this Report.

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 March2022 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 had 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 2022 and of the profitof the Company for the financial year ended 31st March 2022;

(c) the Directors had 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 had prepared the annual accounts on a 'going concern' basis;

(e) the Directors had 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 had 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

a) Statutory Auditors

The members at the 36th AGM of the Company had appointed S G N & CO CharteredAccountants (Firm registration number 134565W) ("SGN") as the statutory auditorsof the Company for a term of five consecutive years to hold office from the conclusion ofthe 36th AGM till the conclusion of 41st AGM of the Company for auditing the accounts ofthe Company

The requirement to place the matter relating to appointment of auditors forratification by members at every AGM has been done away by the Companies (Amendment) Act2017 with effect from May 07 2018. Accordingly no resolution is being proposed forratification of appointment of Statutory Auditors at the ensuing AGM and a note in respectof the same has been included in the Notice convening ensuing AGM.

The Statutory Auditors have confirmed that they are not disqualified from continuing asStatutory Auditors of the Company

The Auditors' Report does not contain any qualification reservation or adverse remark.

Further there were no frauds reported by the Statutory Auditors to the Audit Committeeor the Board under Section 143(12) of the Act.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company hasappointed M/s MZ & Associates Company Secretaries to conduct the Secretarial Audit ofyour Company.

As required under the provisions of Section 204 of the Act and pursuant to Regulation24A of the SEBI Listing Regulations the report in respect of the Secretarial Audit for FY2021-22 carried out by M/s MZ & Associates Company Secretaries in Form MR-3 formspart to this report as "Annexure-B". Also the Secretarial Audit Reportfor FY 2021-22 in respect of nexG Devices Private Limited the material unlistedsubsidiary of your Company forms part of this report as "Annexure - C".The said reports are self-explanatory and do not contain any qualification reservation oradverse remark.

Pursuant to Regulation 24A of the SEBI Listing Regulations the Company has obtainedAnnual Secretarial Compliance Report from M/s. MZ & Associates Company Secretariesthe Secretarial Auditor of the Company on compliance of all applicable SEBI ListingRegulations and circulars/ guidelines issued there under and the same has been submittedwith the BSE Limited where the shares of the Company is listed within the prescribed duedate.

c) Cost Records and Cost Audit

Requirement of Cost Audit as stipulated under the provisions of Section 148 of the Actare not applicable for the business activities carried out by the Company.

EXTRACT OF ANNUAL RETURN

The Annual Return of the Company as on 31st March 2021 in prescribed e-form MGT-7 inaccordance with Section 92(3) of the Act read with Section 134(3)(a) of the Act isavailable on the Company's website at https://mmwlindia.com/PDF/Annual%20Return%202020-21.pdf.

Further the Annual Return (i.e. e-form MGT-7) for the FY22 shall be filed by theCompany with the Registrar of Companies Mumbai Maharashtra within the stipulated periodand the same can also be accessed thereafter on the Company's website athttp://www.mmwlindia.com.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act 2013 and amendment to the ListingRegulations your Company has formulated a revised 'Policy on Related Party Transactions'which is also available on the Company's website at https://mmwlindia.com/PDF/MMWL-Related-partv-transactions-policv.pdf. The Policy intends to ensurethat proper reporting approval and disclosure processes are in place for all transactionsbetween the Company and Related Parties.

All Related Party Transactions and subsequent material modifications are placed beforethe Audit Committee for review and approval. Prior omnibus approval is obtained forRelated Party Transactions on a quarterly basis for transactions which are of repetitivenature and/ or entered in the Ordinary Course of Business and are at Arm's Length. AllRelated Party Transactions are subjected to independent review by a reputed accountingfirm to establish compliance with the requirements of Related Party Transactions under theCompanies Act 2013 and the SEBI Listing Regulations.

All Related Party Transactions entered during the year were in Ordinary Course of theBusiness and at Arm's Length basis. No Material Related Party Transactions as per themateriality threshold adopted by the Board of Directors were entered during the year byyour Company. Accordingly the disclosure of Related Party Transactions as required underSection 134(3)(h) of the Companies Act 2013 in Form AOC-2 is not applicable.

The details of the related party transactions as required under Indian AccountingStandard (Ind AS) - 24 are set out in Note - 32 to the standalone financial statementsforming part of this Annual Report.

There are no transactions with the person(s) or entities forming part of thePromoter(s) / Promoter(s) Group which individually hold 10% or more shareholding in theCompany.

LOANS GUARANTEES AND INVESTMENTS

The details of loans guarantees and investments under Section 186 of the Act read withthe Companies (Meetings of Board and its Powers) Rules 2014 are as follows:

Amounts outstanding as at 31st March 2022

Particulars (Rs. in Lacs)
Loans given NIL
Guarantees given 6200.00
Investments made 14556.36

Loans Guarantees and Investments made during the financial year 2021-22: NIL VIGILMECHANISM

The Board of Directors of the Company has formulated a Vigil Mechanism/ Whistle BlowerPolicy which is in compliance with the provisions of Section 177(9) & (10) of the Actand Regulation 22 of the SEBI Listing Regulations. The Company through this Policyenvisages to encourage the Directors and Employees of the Company to report to theappropriate authorities any unethical behaviour improper illegal or questionable actsdeeds actual or suspected frauds or violation of the Company's Code of Conduct forDirectors and Senior Management Personnel.

During the financial year 2021-22 no complaint was received and no individual wasdenied access to the Audit Committee for reporting concerns if any.

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

Brief details of establishment of Vigil Mechanism in the Company is also provided inthe Corporate Governance Report which forms part of this Report.

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 2022 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.

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 Act read with the 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 the Company is not a manufacturing Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars Financial Year Ended 31.03.2022 Financial Year Ended 31.03.2021
Foreign exchange earned in terms of actual inflows NIL NIL
Foreign exchange outgo in terms of actual outflows NIL NIL

CHANGE IN NATURE OF BUSINESS

The Company has not undergone any change in the nature of the business during thefinancial year ended 31st March 2022.

MATERIAL CHANGES AFFECTING THE COMPANY

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of financial year and date of this report.

Further as we are aware that the COVID-19 pandemic developed rapidly into a globalcrisis forcing government to enforce lock-down in the entire country. We have seen anunprecedented global breakout of the COVID-19 pandemic leading to a humanitarian crisisand significant economic fallout.

During the first quarter as a result of lock down in various parts of the Country oneof the subsidiaries sales for the quarter ended June 30 2021 had been impacted. Thoughthe liquidity position has been impacted but is in the nature of short term and will notimpact Company's ability to service its debts and other financial arrangements. TheCompany's assets are safe and following up all adequate internal financial and operationalcontrols. The Management has evaluated the impact on its financial results and have madeappropriate adjustments wherever required on revenue debtors and actuarial assumptions.In assessing the recoverability of its assets including receivables and inventories theCompany has considered internal and external information up to the date of approval ofthese financial results including economic forecasts. The above evaluations are based onscenario analysis carried out by the management and internal and external informationavailable up to the date of approval of these results which are subject to uncertaintiesthat COVID-19 outbreak might pose in future on economic recovery.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

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

There were no proceedings initiated/pending against the Company under the Insolvencyand Bankruptcy Code 2016 (31 of 2016) during the financial year under review.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIMESETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALINSTITUTIONS ALONG WITH THE REASONS THEREOF

There are no instances of one time settlement during the financial year under review.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION_PROHIBITION ANDREDRESSAL) ACT 2013

The Company has zero tolerance towards sexual harassment at the workplace. The Companyhas adopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules made thereunder.

The Company has complied with the provisions relating to the constitution of theInternal Complaints Committee as per the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

The Company's process ensures complete anonymity and confidentiality of information.The below table provides details of complaints received/ disposed during the financialyear 2021-22.

Number of complaints filed during the financial year NIL
Number of complaints disposed of during the financial year NIL
Number of complaints pending as on end of the financial year NIL

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) During the period under review the Board confirms that the Company has compliedwith the Secretarial Standards issued by the Institute of Company Secretaries of India onMeetings 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
Place : Gurugram (Sandeep Jairath) C.K. Goushal
Date : 9th August 2022 Whole-time (Director)
Director Cum Chief Financial Officer (DIN : 01187644)

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