DIRECTORS' REPORT TO THE MEMBERS, The Directors of the Company have pleasure in presenting the 30th Annual Report and Audited Statement of Accounts for the financial year ended 31st March, 2015. DIVIDEND The Board of Directors do not recommend any dividend on Equity Share Capital for the year under review with a view to conserve resources and to plough back the profits for the Financial Year ended 31st March, 2015 and to strengthen the net working capital. MANAGEMENT DISCUSSIONS & ANALYSIS (MDA) Financial Review The operating income during the financial year ended 31st March, 2015 stood at Rs. 2,58,20,000/- as against the total operating income of Rs. 3,05,76,000 in the previous financial year ended 31st March, 2014. During the Year the Company has earned a net profit of Rs. 36,16,919 /- as compared to the net profit of Rs. 42,25,793 in the previous year. The drop in net profit was on account of marginal drop in revenue during the year ended March 31, 2015. SHARE CAPITAL During the financial year 2014 -2015 the paid up capital of the Company stood at Rs. 1,13,27,42,219 (Rupees One Hundred and Thirteen Crore Twenty Seven Lacs Forty Two Thousand Two Hundred Nineteen Only) Equity Shares of Re. 1/- each. Further during FY 2012-13, the Company came out with issue of 90,77,85,000 equity shares with a face value of Re.1/- each at a premium of Rs. 0.20 per equity share for an amount aggregating Rs. 10893.42 Lacs on a rights basis to the equity shareholders of the Company in the ratio of 9 equity shares for every 1 fully paid-up equity share held by the equity shareholders on the record date, i.e. on March 19, 2013. The right issue was opened on March 30, 2013 and closed on April 27, 2013. As on March 31st, 2015, the Company has utilized the amount of Rs. 8928.93 Lacs for the objects of the issue as stated in the Letter of Offer. INDUSTRY OVERVIEW FOR THE COMPANY & ITS SUBSIDIARIES 1. Mobile Handsets Market in India One of the subsidiaries of the Company, nexG Devices Private Limited (NDPL), is engaged into trading of mobile handsets business in India respectively. Mobile Handset Market Overview According to CMR's India Monthly Mobile Handsets Market Review, 1Q CY 2015, May 2015 release, the India mobile handsets market declined 15% in terms of overall shipments over 4Q CY 2014. Of the total 53 million mobile handsets shipped during Q1CY2015, 37% (19.5 mn) were Smartphones. Although Smartphone shipments also declined quarter-on-quarter, the decline registered was only 7%, as compared to over 18% in the case of the Featurephones segment. The following is the snapshot for Q1CY2015: • Samsung retains leadership in the India market; leads Smartphone segment as well. • Against a Q-o-Q -18% decline in Feature phone shipments, Smartphones manage to limit the damage to -7% Q-o-Q. • Samsung improves its market share, Micromax declines while Microsoft remains more or less static. • While Samsung, Micromax and Microsoft lead the market in that order, the third position in Smartphones is maintained by Intex in this quarter. As per CMR, with major announcements of new handsets and entry of some new brands happening in a big way in 4Q CY 2014, there wasn't really something very exciting in the market for customers that could push up sales in 1Q CY 2015. At the same time, change in duty structure and the consequent impact on the supply chain due to the Chinese New Year festivities contributed to the market contraction. From the perspective of handset brands, the interesting point to note is that Samsung has been able to garner a higher market share in featurephones during 1Q CY 2015 as compared to the previous quarter. Samsung's share also increased in the Smartphones segment at 27.9%, up from 23.7% in 4Q CY 2014. Samsung's ability to add to its portfolio in all the major price segments within Smartphones, by launching new models in each of the entry level, midrange and high end segments of the market contributed to this increase. Market Share Movements At the level of individual brands, the CMR report states that Micromax, at second spot, registered a decline to 12.1% in terms overall mobile handset shipments, while in the Smartphones segment its market share was 16.2% as compared to 14% and 17.8% in 4Q CY 2014, respectively. While in 4Q CY 2014, Micromax was just behind by 1.2% compared to Samsung in the overall mobile handsets market and in the Smartphones segment the gap was 5.9%, in 1Q CY 2015, these gaps have increased to 6.4% and 11.7%, respectively. The significant gap in market shares in the Smartphones segment is the most critical issue for Micromax to address in the coming quarters. Possible reasons for this could be very few new models being launched by Micromax in the past year, and attempts to focus on a number of simultaneous marketing campaigns such as online sales and the Yureka subbrand. The third player in the market, Microsoft, on the other hand has been able to consolidate its position with 9.6% share in 1Q CY 2015, compared to 10.8% in the previous quarter for the overall mobile handsets market. Within the Smartphones segment, Intex that emerged at third spot during 4Q CY 2014 continued to strengthen its ranking with a 9.2% market share in 1Q CY 2015, an increase of 1.3%. (Source: CMR's India Mobile Handsets Market Review, May, 2015 release) 2. BPO Industry One of the subsidiaries of the Company, DigiCall Teleservices Private Limited along with step down subsidiary, DigiCall Global Private Limited of the Company, are engaged into domestic and international BPO services in India respectively. Domestic BPO Industry Overview The Business Process Outsourcing Services industry has undergone a rigorous transformation; it has effectively grown to provide strategic partnership for clients today. It has surely left an indelible impact on the Indian BPO industry. The sector has rapidly evolved, in terms of expanding its verticals and geographic markets, attracting new customers, transforming from a technology partner to a strategic partner, thus cementing India's position as the premier global sourcing destination. The fact that the gamut of services has seen a significant change with BPOs managing end-to-end services indicates the growing maturity of the industry. The industry has already begun moving from enterprise services to providing 'enterprising solutions' incorporating SMAC (Social, Mobile, Analytics and the Cloud) to create client impact, not only on cost, but revenues, profit margins and cash flows. Key Trends in domestic BPO Industry Growing adoption of outsourcing services by companies to even manage their core management process is giving a new perspective to the global sourcing industry. Every BPO Services is going beyond customer satisfaction to value added services and delivering customer services 24x7 with the help of secured social media networking platforms. As business is evolving, BPO industry is evolving with it - and the changes in the business world mean that today's BPO players should pose ability to increase business responsibility and control. On account of the resurgence in ecommerce based consumer businesses recently, BPO companies are also more focused on the domestic market. The e-commerce companies are expected to outsource their call center and customer care services to BPO/KPOs for faster and cost effective solutions. The stiff competition in the domestic consumer market is pushing these companies to focus more on the technology driven business offering. The growing demand for goods particularly among the India middle class, rising incomes and standard of life has led to the growth in this sector. Tier II & III cities emerged as the new centers for delivery of services, in fact many new tier II & III cities are emerging as delivery locations. India's competitiveness as the foremost outsourcing destination is being threatened by wage inflation, the rise of other locations, particularly the Philippines and China as alternative sourcing destinations. The changing market trends created more and more challenges to the global BPM sectors. Companies looking to build a satisfied and loyal customer base need to realize that only customer satisfaction does not drive customer delight, but by satisfying customers, companies can nurture long-term relationships and customer loyalty. Industry Outlook for Domestic BPO Future growth is expected to come from a combination of high value services, increasing non-linear play and further extension of the sector's cost proposition. There will be increasing demand for domain based BPO services. A number of sectors in India are also expected to outsource higher percentage of their non-core work giving boost to the domestic sector. Growing talent pool of India has the ability to drive the R&D and innovation business in this space. The BPO industry is likely to be moved by two trends over the next few years. One is in the approach to outsourcing, with multi- sourcing becoming more prevalent, and the other is in technology where previously specialist services are now becoming commodity based. The latter is especially noticeable in the current trend to cloud hosting. (Source: Infotechlead.com & <http://www.infotechlead.com/2013/12/19/outsourcing-trends-2014-bpo-companies-increase->focus-domestic-market-17407) 3. Mobile Television Or Mobile Video Streaming Business One of the subsidiaries of the Company, Digi Vive Services Private Limited is engaged into mobile video streaming services in India. Mobile Video Streaming Industry Overview Globally, video consumption has grown rapidly to make it one of the largest categories on PC-Internet. Mobile has also begun to play a significant role in video consumption across the world with over 15% of the total video consumption already moving towards mobile devices in countries like Japan and UK. In the US, most players in the top ten offer free ad-supported videos through varying business models. There are three types of business models which have been successful in the videos space - Ad-supported user generated content, Ad-supported premium content and Paid premium content. Fermium models also exist where a part of the content is offered for free (generally ad-supported), and the remaining part is offered for a fee. Key Players in Mobile Video Streaming Industry While players like YouTube and Vuclip have developed a strong position in the online video distribution market in India, a significant quantum of local Indian content still remains to be digitized. This presents a large opportunity for local players who can build a differentiated position on the basis of their content catalogues. Paid premium videos in India originated from telcos who offered mobile TV services to their consumers through a subscription model. The key players in the industry includes Apalya (a portfolio company of Kalaari Capital, IDG Ventures, Qualcomm Ventures and Cisco Ventures), nexGTv, Sony LIV, Hello Tv, Ditto TV, Hotstar (a venture by Star group) and Zenga TV. Key Trends in Mobile Video Streaming Industry While larger global technology platforms dominate the list of top video websites (globally), a top-10 ranking by the number of ads served has as many as five video ad networks/exchanges in it. Video ad networks improve targeting capabilities and enhance awareness among advertisers. Video advertising is rapidly emerging as a substitute for brand advertising on TV due to the similarity in consumption and delivery patterns of these advertisements (with the introduction of pre-roll, in-roll and post- roll advertisements in online videos). While premium content providers attract brand advertisers directly, ad networks play a significant role in helping publishers with semi-premium and non-premium video inventory (a segment that is growing at a rapid pace) monetize their content. Opportunities and Outlook The strategy of Company and/or its subsidiaries has been towards investing in the new application and/or technologies related to Mobile on account of rising demand for data services/solution in 3G/4G era, and making investments in next generation businesses including Contents, Telecom and Media businesses which are expected to have substantial growth over the next decade on account of rising demand from online and e-commerce businesses. The Company would be working either directly or through its 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 faces competition from both the international as well as domestic players and within domestic industry, from both the organized and unorganized players. However, no player in the industry is an integrated player. Adequacy of Internal Control The Company has a well laid out internal control system for the various agencies. M/s. Oswal Sunil & Company, Chartered Accountants, Firm Registration No. 016520N are currently the Internal Auditors of the Company. The internal control system is so designed to ensure that there is adequate safeguard, maintenance and usage of assets of the Company. Human Resources The Company currently has a strong technical team of more than 40 employees with experience in developing new applications and technologies required for supporting the Mobile Content distribution platform and we would like to thank each and every member of the MMWL family for their role and continuous contribution towards the Company's performance. Our Subsidiaries nexG Devices Private Limited (NDPL) Our Wholly owned Subsidiary, NDPL is currently engaged in procurement and distributorship of Mobile Handsets of various brands including Karbonn and Micromax. NDPL has distribution arrangement with these brands for distribution and marketing of handsets in the Indian markets. NDPL has marketing offices and warehouses located at various cities in India and have established a nationwide network to handle the distribution business all over India. The Mobile Handsets market in India has grown significantly in the last 10 years following the exponential growth of mobile phone services. The growth segments are Smart Phone, Tablets, 3G Phones, Dual SIMs phones, etc. DigiVive Services Private Limited (DSPL) DSPL is in the business of running next generation mobile video streaming services. It has developed a Mobile TV application "nexGTv" in May 2011. nexGTv offers a bouquet of over 150 Television channels to a current subscriber base of around 11 Lakh+ customers and the nexGTv app has been downloaded by more than 15 million users from the various app stores. nexGTv also has a large VOD library of Tv content and movies. The delivery mechanisms for nexGTv include Native Client, WAP and Video IVR (VIVR). Further, DSPL has also entered into offering solutions for Direct To Home (DTH) Industry and has tied up with Airtel DTH and Videocon DTH. DSPL has entered into operator tie-ups with almost all telecom operators in India and Etisalat in Sri Lanka, and is in the process of tying-up with other DTH operators in India. DigiCall Teleservices Private Limited (DTPL) DTPL, operating in the BPO segment, was set up primarily as an ITES organization and supports a wide range of service offering. It was incorporated as Pagepoint Services (India) Private Limited in 1992 for providing Radio Paging services. DTPL discontinued the Paging business in 2004-05, given the declining use of paging services and closure of the paging industry internationally. DTPL started the business of domestic call center in 1999 and since then has been developing this business. DTPL today employees over 5,000 people nationwide in its various centers located in some of the major cities across India. Media Matrix Enterprises Private Limited (formerly Media Matrix Holdings Private Limited) (MMEPL) Media Matrix Enterprises Private Limited (formerly Media Matrix Holdings Private Limited) has been incorporated with a view to make investments in existing/new projects to be undertaken by us jointly or severally. The name of the Company has been changed from Media Matrix Holdings Private Limited to its present name Media Matrix Enterprises Private Limited on 23rd February, 2015. The Company has also changed its object clause and currently is engaged in the business of making investment and also the business of mobile content and trading business DigiCall Global Private Limited (DGPL) DigiCall Global Private Limited is a 100% subsidiary of DigiCall Teleservices Private Limited which itself is a subsidiary of the Company. By virtue of subsidiary of subsidiary, DGPL has also become subsidiary of the Company. DGPL is also in the BPO operations and caters to the need of international markets and primarily to the global clients based out in the UK and US through global delivery network and a comprehensive outsourcing services infrastructure. CONSOLIDATED FINANCIAL STATEMENT In accordance with the Companies Act, 2013 and Accounting Standard (AS) -21 on Consolidated Financial Statements read with AS-23 on Accounting for Investments in Associates and AS -27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES M/s DigiCall Teleservices Private Limited, M/s DigiVive Services Private Limited, M/s DigiCall Global Private Limited, M/s. nexG Devices Private Limited and M/s Media Matrix Enterprises Private Limited (Formerly Media Matrix Holdings Private Limited) continue to be the subsidiaries of your Company. A separate statement containing the salient features of financial statements of all subsidiaries of your Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered office of your Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any shareholder desirous of obtaining the Annual Accounts and related information of the above subsidiary companies may write to the Company Secretary at M/s Media Matrix Worldwide Limited, Plot No 38, 4th Floor, Sector 32, Gurgaon 122001 and the same shall be sent by post. The financial statements including the consolidated financial statements, financial statements of subsidiaries and all other documents required to be attached 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 as per the Companies Act, 2013 is provided as Annexure A to the consolidated financial statement and hence not repeated here for sake of brevity. The policy for determining material subsidiaries as approved by the Board of Directors may be accessed on the Company's website at the link: <http://www.mmwlindia.com/CorporateGovernance/Policy%20for%20determining%20material%20subsidiaries.pdf> FIXED DEPOSITS During the financial year 2014-15, your Company has not accepted any deposit within the meaning of Sections 73 and 74 the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014. NOMINATION & REMUNERATION POLICY AND PARTICULARS OF EMPLOYEES In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued thereunder and Clause 49 of the Listing Agreement, the Board of Directors of the Company at their meeting held on 11th August,2014 formulated the Remuneration Policy on the recommendations of the Nomination & Remuneration Committee. The salient features covered in the Remuneration Policy have been outlined 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 the subsidiaries of the Company. The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of the Company is set out in Annexure A to this Report and is available on the website of the Company. DIRECTORS & KEY MANAGERIAL PERSONNEL APPOINTMENTS/RE-APPOINTMENTS: DIRECTORS Pursuant to Section 152 of the Companies Act, 2013, Mr. Bharat Bhushan Chugh, Director of the Company, retires by rotationat ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Brief resume of Mr. Bharat Bhushan Chugh proposed to be reappointed as Director and other details as required under Clause 49 of the Listing Agreement, is provided in the Notice for convening the Annual General Meeting. Further during the year under review the Board of Directors appointed Mrs. Bela Banerjee as Additional/Non Executive Independent Director w.e.f 31st March, 2015 subject to the approval of shareholder at the ensuing AGM. Your directors recommend their appointment. RESIGNATIONS During the year under review, Mr. Mahesh Ranglal Jain, Director resigned from the Board w.e.f. 31st March, 2015. The Board places on record its appreciation for his valuable contributions made during his association with the Company. KEY MANAGERIAL PERSONNELS Mr. Bharat Bhushan Chugh, Whole Time Director, Mr. Vineet Mittal, CFO and Mr. Shitij Wadhwa, Company Secretary are the Key Managerial Personnel in accordance with the provisions of the Companies Act, 2013 and Rules made thereunder. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company and related matters are put up on the website of the Company at the link <http://www.mmwlindia.com/CorporateGovernance/FAMILIARIZATION%20PROGRAM%20FOR%20INDEPENDENT%20D> IRCTORS.pdfAnnual Evaluation of Board performance In terms of the provisions of the Companies Act, 2013 read with Rules issued thereunder and Clause 49 of the Listing Agreement, the Board of Director on recommendation of Nominations & Remuneration Committee have evaluated the effectiveness of the Board/Director(s) for financial year 2014-15. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES The provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 does not apply in your Company. NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE The details of the number of Board and Audit Committee meetings of the Company are set out in the Corporate Governance Report which forms part of this Report. DECLARATION OF INDEPENDENCE The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued there under as well as Clause 49 of the Listing Agreement. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that: (a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same; (b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the financial year ended 31st March, 2015; (c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities (d) the Directors have prepared the annual accounts on a 'going concern' basis; (e) the Directors have laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and (f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. AUDITORS AND AUDITORS' REPORT At the 29th Annual General Meeting (AGM) of the Company, M/s Khandelwal Jain & Company, Chartered Accountants (Firm Registration No. 105049W) was appointed as the Statutory Auditors to hold office till the conclusion of the 30th AGM of the Company. M/s Khandelwal Jain & Company, Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and having confirmed their eligibility, offer themselves for re-appointment. The Company has received necessary letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re -appointment. The Audit Committee and the Board of Directors, therefore, recommended the re- appointment of M/s Khandelwal Jain & Company, Chartered Accountants as Auditors of the Company for the financial year 2015-16 for the approval of Shareholders. The observations in the Auditors' Report are self 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 the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed CS Mohd Zafar, Practicing Company Secretary, CP No. 13875, to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure - B" to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in Form MGT - 9 in accordance 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 2014-15, there were no transactions with related parties which qualify as material transactions under the Listing Agreement. The details of the related party transactions as required under Accounting Standard - 18 are set out in Note 31 to the standalone financial statements forming part of this Annual Report. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: <http://www.mmwlindia.com/CorporateGovernance/Policy%20for%20determining%20material%20subsidiaries.pdf> VIGIL MECHANISM The Board of Directors of the Company have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Company, through this policy envisages to encourage the Directors and Employees of the Company to report to the appropriate authorities any unethical behaviour, improper, illegal or questionable acts, deeds, actual or suspected frauds or violation of the Company's Code of Conduct for Directors and Senior Management Personnel. The Policy on Vigil Mechanism / Whistle blower policy may be accessed on the Company's website at the link: <http://www.mmwlindia.com/CorporateGovernance/Whisle%20Blower%20Policy.pdf> CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is as under: Part A and Part B relating to conservation of energy and technology absorption are not applicable to the Company as your Company is not a manufacturing company. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS There are no significant/material orders passed by any of the Regulators or Courts or Tribunals 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 dividend, voting or otherwise; b) Your Company does not have any ESOP scheme for its employees/directors. c) The Whole - time Director of the Company does not receive any remuneration or commission from any of its subsidiaries. DEMATERIALIZATION OF SHARES Trading in the Equity Shares of the Company is only permitted in the dematerialized form 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. National Security Depository Ltd. (NSDL) as well as Central Depository Services (India) Ltd. (CDSL) to facilitate the demat trading. As on 31st March, 2015, 99.99% of the Company's Share Capital is in dematerialized form. The Company's shares are regularly traded on BSE Limited. DERECOGNITION OF MADHYA PRADESH STOCK EXCHANGE Madhya Pradesh Stock Exchange Limited (MPSE) has opted for "Voluntary Exit" from the exchange business in view of the circular no. CIR/MRD/DSA/14/2012 dated May 30th, 2012. SEBI vide its WTM/RKA /MRD/50/2015 dated 09th June, 2015 has granted the Exit opportunity to MPSE and passed the order for its exit. In view of above the Shares of the Company are not listed at MPSE. The Company's Shares are now listed only at BSE Limited. CORPORATE GOVERNANCE Pursuant to Clause 49 of the Listing agreement with BSE, the Corporate Governance report together with a certificate issued by a Company Secretary in whole time Practice having Membership Number, ACS 28165 on its compliance is made part of the Annual Report. CAUTIONARY STATEMENT Statement in the management's discussions and analysis describing the Company's projections, estimates, expectations or predictions may be 'forward looking statements' within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Company's operations include demand-supply conditions, changes in government regulations, tax regimes and economic developments within the country and abroad and such other factors. ACKNOWLEDGEMENTS The Directors of the Company are grateful to all the stakeholders including the customers, bankers, suppliers and employees of the Company for their co-operation and assistance. Registered Office: Office No.514, "B" wing, 215 Atrium, Andheri-Kurla Road, Chakala, Andheri (E), Mumbai-400059 By order of the Board For Media Matrix Worldwide Limited (B.B. Chugh) Director (Finance) (C.K. Goushal) Director Date : 13th August, 2015 Place: Gurgaon |