Interworld Digi. Director Discussions


To,

The Members,

I am privileged to present, on behalf of the Board of Directors, 28th Annual Report on the business and operations of your Company for the Financial Year ended on 31st March, 2023 together with Audited Statement of Accounts, Auditors Report for the period ended on 31st March 2023.

1. Financial Results

The financial results of the Company for the period under review are summarized below. The previous figures in the financial statements have been regrouped, wherever necessary:

Particulars Current Year Previous Year
2022-23 2021-22
Income from Operations 5935.29 9422.90
Other Income - 28263.23
Total Income 5935.29 37686.13
Total Expenditure 24769.41 47054.13
Profit before Depreciation, Interest & Tax (PBDIT) (18834.12) (9368.00)
Financial Cost 20.76 121.94
Depreciation - -
Profit before tax (18854.88) (9489.94)
Exceptional items - 3801911.27
Provision for taxation - -
Deferred Tax - (42190.55)
Short Provision for earlier year - -
Profit after tax (PAT) (18854.88) (3769210.66)
Profit brought forward from previous year (3867991.91) (98781.25)
Balance carried to Balance Sheet (3886846.79) (3867991.91)
Paid-up equity share capital 4783770.00 4783770.00
Reserves & Surplus 3592572.07 3611426.95

2. Operations

During the year under review, total revenue from operation of the Company was Rs. 5935.29 Hundredas against Rs. 37686.13 Hundred in the previous year. During the year under review your company had incurred a loss aggregating to Rs18854.88 Hundred as against a loss of Rs. 3769210.66 Hundred during the previous financial year.

3. Dividend

Keeping in view the losses incurred by the company, the Board of Directors do not recommend any dividend for the year ended March 31, 2023.

4. Reserves

In view of losses incurred by the company, no amount is proposed to be transferred to Reserves for the year under review.

5. Brief description of the Companys working during the year A. Review Of Operations

There were not much operations during the year under review, The company, therefore had not earned any profit during the F.Y. 2022-2023. The company had incurred a net loss of Rs.18854.88 Hundred as against a net loss (after tax) of Rs. 3769210.66 Hundred in the previous year. Your Directors are putting in their best efforts to get back the business of the Company which was wrongly shifted by the then Managing Director of the Company in one of the Companies incorporated by him. The management of the company is also exploring the market and business opportunities in Indian and overseas markets and is putting necessary efforts in this respect so that the financial position & net worth of

6. Change in the nature of business, if any

During the year, there is no change in the nature of business activity of the company.

7. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

8. Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and companys operations in future

During the year under review, there is no significant and material order passed by the Regulators or Courts or Tribunals which may impact the going concern status and companys operations in future.

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

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

Your company had thereafter made representation, to the BSE and provided to the stock exchange, on their request, necessary documents and the Auditors Certificate, inter alia to following effect:

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

(b) Status w.r.t. your companys compliance with all requirements of Companies Act and Annual Returns filed during last three years; Your Company also provided Secretarial Audit Reports for the last three years.

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

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

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

Company had sought a personal hearing in the matter and after hearing the arguments of the company and representations made by it, the Exchange vide its letter to the company bearing reference no. L/SURV/OFL/KM/2 021- 2022/SHELL/COMP/ 532072/FO dated 31 March, 2022 and Notice No. 20220331-16 dated 31 March, 2022 has moved out the securities of the company from "Stage 3" of GSM framework w.e.f. April 01, 2022 and also the restrictions imposed on the Promoters and Directors of the Company earlier, i.e. the Promoters and Directors be permitted only to buy the securities of the Company and that, they shall not be allowed to sell their existing holding in the Company, as passed by the Exchange vide its interim order dated January 15, 2018, has been revoked by BSE vide its aforesaid Notice and further the company also has been moved out from the status of suspected shell companies.

9. Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence to the companys policies, the safeguarding of its asset, the prevention and detection of fraud and error, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosure.

10. Details of Subsidiary/Joint Ventures/Associate Companies

The Company has no Subsidiary/Joint-venture/Associate Company. During the year, no company has become or ceased as subsidiary/Joint-venture/Associate of the company.

11. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement

During the year, the company has prepared no consolidated financial statements as the Company has no subsidiary company.

12. Deposits

Your Company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, during the year under review. The details relating to deposits, covered under Chapter V of the Act is as under:-

(a) accepted during the year Rs Nil
(b) remained unpaid or unclaimed as at the end of the year Rs Nil
(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved N.A
(i) at the beginning of the year Rs Nil
(ii) maximum during the year Rs Nil
(iii) at the end of the year Rs Nil

13. Auditors

A. Statutory Auditors:

M/s.Nemani Garg Agarwal & Co. (Firm Registration No. 010192N), Chartered Accountants were appointed as the Statutory Auditors of the company, in the 23rd Annual General Meeting of the company held on 29th September, 2018, to hold the office for a term of 5 consecutive years, i.e., from the conclusion of the 23rd Annual General Meeting of the company until the conclusion of 28th Annual General Meeting and is eligible for reappointment. The Company has received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014. The Board is of the opinion that continuation of M/s. Nemani Garg Agarwal & Co., as Statutory Auditors will be in the best interests of the Company and therefore, the members are requested to consider their re-appointment as Statutory Auditors of the Company, for a term of 05 (Five) years, i.e., from the conclusion of the ensuing Annual General Meeting, till the Annual General Meeting to be held in the calendar year 2028, at such remuneration as my be mutually agreed and approved by the Board.

A brief profile of M/s. Nemani Garg Agarwal & Co. is as under:

M/s. Nemani Garg Agarwal & Co. is a leading Chartered Accountancy firm rendering comprehensive professional services which include Audit, Management Consultancy, Tax Consultancy, Accounting Services, Manpower Management, Secretarial Services etc.

M/s. Nemani Garg Agarwal & Co. is a professionally managed firm. The team consists of distinguished Chartered Accountants, Corporate Financial Advisors and Tax Consultants. The firm represents a combination of specialized skills, which are geared to offers sound financial advice and personalized proactive services. Those associated with the firm have regular interaction with industry and other professionals which enables the firm to keep pace with contemporary developments and to meet the needs of its clients.

M/s. Nemani Garg Agarwal & Co., Chartered Accountants (Firm Registration Number: 010192N) have conveyed their consent to be appointed as the Statutory Auditors of the Company along with a confirmation that their appointment, if made by the members, would be within the limits prescribed under the Companies Act, 2013.

Statutory Auditors Report:

The company always strives to present a unqualified Financial Statement. However, there are some observations on Auditors Report for the F.Y. 2022-23, which are as under:-

Auditors Observation :-

1. The past MD Mr. Man Mohan Gupta had fraudulently shifted the entire business of the company including its Intellectual Property, to his own entity, consequently there is no revenue from operations during the year. The Company is making efforts to get back this business.

2. The Company had increased the authorised capital from Rs 21 crores to Rs 70 crores during the FY 2010-2011. ROC fees of Rs. 55.97 lacs towards the same stands payable. No provision has been made for any interest or fines payable theron.

3. Statutory dues of Service Tax / TDS / Professional Tax aggregating to Rs. 1.91 crore are outstanding since F. Y. 2009-10; service tax returns have not been filed from F.Y. 2011-12 onwards. No provision has been made for interest /penalties payable on such default.

4. Company has not provided estimated credit loss on outstanding debtors as per IND AS-109 , since management is of the opinion , all the receivables are good and realiasable.

5. Company has not disclosed realisable value of investments of Rs. 1.47 Crore invested in unquoted non current investments hence we can not estimate the impairment in value of non current investment.

Report of the Statutory Auditor is annexed with the Annual Report, however, as regards qualifications made by the Auditors in their report your Directors states as under:-

1. The past MD Mr Man Mohan Gupta, had fraudulently shifted the entire business of the company including its Intellectual Property to the entities formed by him. The board has constituted an Investigation Committee to investigate into the matter of closure of Mumbai office of the company and the recovery of companys business and assets.

2. The Company has increased its authorised capital from Rs. 21 Crores to Rs. 70 Crores during the period from F.Y. 2010-11. However, due to financial constraints and technical problems the company could not file Form 5 with ROC for increase in its authorised share capital. With the advent of the Companies Act, 2013 which came into effect from 01st April, 2014, the schedule of fees applicable w.r.t. increase in Authorised capital has been revised and increased. The Schedule of fees as per the Companies Act, 2013 has been made applicable and payable on the increased authorised share capital which the Company had increased prior to the applicability of Companies Act, 2013. Therefore, the company had filed the writ petition in the Honble High Court of Delhi challenging the applicability of provisions prescribed under Para 3 of Table B under Registration of Offices and Fees Rules, 2014 vide diary no. 159963 dated 30/05/2016. The fees and Additional fees payable as per Companies Act, 1956 has already been provided for hence there is no further impact on the financials/ profitability of the company.

3. As regards Auditors observation that the Statutory dues of Rs. 1.91 crores are still payable, we hereby state that our Company has already provided for the amount payable towards Service Tax. Hence this liability will have no further impact on the profits/ losses of the company for the period under consideration. Further, the management of the company is making necessary efforts to arrange the funds required to repay the same.

4. As per management opinion debtors are fully realisable and no estimated credit loss on outstanding debtors is required.

5. As per management assessment of value of investment, no impairment provision on investment is required since there is no permanent diminution in value of investments.

B. Secretarial Auditors:

As required under Section 204 of the Companies Act, 2013 and Rules thereunder, the Board has appointed M/s. Kundan Agrawal & Associates, Practicing Company Secretaries, as Secretarial Auditor of the Company for the F.Y. 2022-23.

Annual Secretarial Compliance Report & Secretarial Audit Report

SEBI Vide its circular bearing no. CIR/CFD/CMD1/27/2019 dated February 8, 2019 mandated that all listed entities in addition to Secretarial Audit, on an annual basis, require a check by the PCS on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder.

In compliance with the said circular, M/s. Kundan Agarwal & Associates, Company Secretaries, the Secretarial Auditors of the Company examined the compliance of all applicable SEBI Regulations and circulars / guidelines and provided their report. The Secretarial Auditors vide their Secretarial Compliance Report & Secretarial Audit Report dated 27thMay, 2023 & 03rdJuly, 2023 respectively; have reported that your company has maintained proper records under the provisions of SEBI Regulations and Circulars / Guidelines issued thereunder except to the fact that the company has not paid the Annual Listing Fees of BSE.

However, BSE vide its notice no. 20210219-31 dated 19 Feb, 2021 has allowed the trading of shares of the company on Trade-for-Trade basis only on the first trading day of every week till the company makes payment of outstanding ALF to the Exchange.

The company is facing financial hardships and liquidity crunch and, therefore, at present is unable to pay the outstanding listing fees of BSE. However, the management of the company is trying to arrange necessary funds to clear its outstanding annual listing fees and to revoke the consequent suspension on trading of its shares.

There are no other qualifications, reservations, adverse remarks or disclaimers given by the Secretarial Auditor in the Report except those mentioned above.

The company has also obtained a certificate from M/s Kundan Agrawal & Associates, Practising Company Secretary confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India/ Ministry of Corporate Affairs or any such Statutory Authority. However, there are few observations made by the Secretarial Auditor of the company in the said certificate, which are reproduced herein below:

? National Stock Exchange vide order no NSE/COMP/51141 Circular Ref. No: 03/2022 dated 27/01/2022 declared Omkam Capital Markets Pvt. Ltd. as a defaulter and expelled the company from being its trading member and disqualified Mr. Peeyush Kumar Aggarwal from being director of any company which is a trading member of stock exchange citing clause (iv) sub-rule 4(A) & 5 of Rule 8 of Securities (Contract) Regulation Rules, 1957.

? Clause (iv) of sub-rule 4(A) of Rule 8 provides that a company as defined in the Companies Act, 1956 (1 of 1956), shall also be eligible to be elected as a member of a stock exchange if the directors of the company are not disqualified from being members of a stock exchange under clause (1) [except sub-clause (b) and subclause (f) thereof] or clause (3) [except sub-clause (a) and sub-clause (f) thereof] and the Directors of the company had not held the offices of the Directors in any company which had been a member of the stock exchange and had been declared defaulter or expelled by the stock exchange.

? In view of the provisions contained in Securities (Contract) Regulation Rules, 1957, Mr. Peeyush Kumar Aggarwal is disqualified to act as Director in companies, which are also a trading member of Stock Exchange, However, he can still hold directorship in companies which are not a trading member of Stock Exchange.

? The Management of Omkam Capital Markets Private Limited has filed an appeal against the said order of NSE before the honorable Securities Appellate Tribunal (SAT).The appeal has been registered as A. NO 213 of 2022. Perusal of orders passed by honorable SAT, we understand SAT vide its order dated 09/06/2023 has directed NSE to reconsider its decision of expelling the Company after affording an opportunity within a period of two months from the date of the order.

The Annual Secretarial Compliance Report and the Secretarial Audit Report and certificate regarding disqualification of Directors for the F. Y. 2022-23 is provided as Annexure-1(A), 1(B) & 1(C) respectively.

C. Internal Auditor:

Pursuant to the provision of the Companies Act, 2013, and Rules framed thereunder, the Board of Directors on the recommendation of the Audit Committee had appointed M/s. Sanghi & Co., Chartered Accountants as the Internal Auditor of the company for the FY 2022-23.

14. Share Capital

A Issue of equity shares with differential rights: During the year, company has not issued any equity shares with differential rights.
B Issue of sweat equity shares During the year, company has not issued any Sweat equity shares.
C Issue of employee stock options During the year, company has not issued employee stock options.
D Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees Rs Nil
E Bonus Shares No bonus shares were issued during the year under review.

15. Annual return

An Extract of the Annual Return in form MGT-9 as of March 31, 2023, pursuant to the sub section (3) of Section 92 of the Companies Act 2013 is placed at the Companys website under the web link: : https://interworlddigital.in/reports/annualrpt/mgt9-23.pdf

Further, pursuant to Sections 92 and 134 of the Act, the Annual Return as at March 31, 2023 in Form MGT-7, is available on the website of the Company at the link: https://interworlddigital.in/reports/annualrpt/mgt7-23.pdf

16. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) Conservation of energy:

Your company has undertaken various e nergy efficient practices which has strengthened the Companys commitment towards becoming an environment friendly organization. The Company makes all efforts towards conservation of energy, protection of environment and ensuring safety. As far as possible, company is utilizing alternate sources of energy.

(B) Technology absorption:

The business of the company is not technology driven. No technology has been imported. There is nothing to be disclosed on account of technology absorption.

(C) Foreign exchange earnings and Outgo during the year:

Particulars Rs.
Foreign Exchange Earned in terms of actual inflows Nil
Foreign Exchange outgo in terms of actual outflows Nil

17. Corporate Social Responsibility (CSR)

In terms of Section 135(1) of the Companies Act, 2013, the provisions of Corporate Social Responsibility are not applicable to the Company.

18. Directors And Key Managerial Personnel

A) Changes in Directors and Key Managerial Personnel

Appointment and Cessation

During the year under review, Mr. Soban Singh Aswal, (DIN: 00349919) Independent Director of the Company resigned w.e.f. 09.08.2022 .Mr.Soban Singh Aswal has vide his letter dated 09.08.2022 confirmed that there is no other material reason for his resignation other than that provided in his resignation letter dated 09.08.2022. The detailed reason for his resignation is mentioned herein below:

Reason for Resignation of Mr. Soban Singh Aswal, Independent Director of the Company Resignation due to personal reasons and preoccupation. Mr.Soban Singh Aswal had been associated as an Independent Director of the company since 30-09-2015.

A confirmation dated 09.08.2022 in this regard has already been received from Mr. Soban Singh Aswal pursuant to Clause 7B of Para A of Part A of Schedule III to the SEBI(LODR)Regulations, 2015.

The details of Listed Companies from which Mr. Soban Singh Aswal resigned during the past Three years::- NIL

Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013, Mr. Peeyush Kumar Aggarwal, (DIN 00090423), Director of the Company, retires by rotation at the forthcoming AGM, and being eligible offers himself for reappointment.

Considering the background of Mr. Peeyush Kumar Aggarwal, the Board is of the opinion that his reappointment will immensely benefit your Company. The Board recommends his reappointment as a Director liable to retire by rotation.

Brief profile of Mr. Peeyush Kumar Aggarwal, Director of the Company who is proposed to be re-appointed is mentioned herein below:

Mr. Peeyush Kumar Aggarwal, is a fellow Member of the Institute of Chartered Accountants of India. He has rich experience of around Four decades. A first generation Entrepreneur having a clear business vision and practicing a hands- off approach. He has mastered the art of Mergers & Acquisitions. His business interests today are in the areas of Information Technology; Telecom VAS; Digital Cinema; Retail ; Broking (Shares, Commodities, Insurance) ; Real Estate ; Construction & Hospitality. In addition, he has had an extensive experience in strategic and feasibility consulting, preparing business plans, conducting due diligence, reviews and business valuation. He has had significant expertise in assisting Indian Companies in financial and management audits. He also has rich and vast experience in the field of Corporate Laws, Finance and Taxation, Project Management etc. He is an emerging Venture Capitalist who has helped several young entrepreneurs in establishing and growing their dream businesses.

Mr. Peeyush Kumar Aggarwal holds 2,50,00,000 shares in the company and is a Promoter of the Company. Further, Mr. Peeyush Kumar Aggarwal is not related to any of the Directors of the company.

Mr. Peeyush Kumar Aggarwal, Director, holds directorship as on 31st March, 2023 in following public limited companies:

S. No. Name of the Companies Designation
1 MPS INFOTECNICS LIMITED Managing Director
2 MPS PHARMAA LIMITED (FORMERLY ADVIK LABORATORIES LIMITED) Managing Director
3 ONUS PLANTATIONS AND AGRO LIMITED Director
4 OMKAM DEVELOPERS LIMITED Director

The details of Listed Companies from which Mr. Peeyush Kumar Aggarwal resigned during the past Three years::- NIL

B. Appointment of Independent Directors

Pursuant to the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, your Company has requisite number of Independent Directors on its Board. Your Company has duly complied with the requirements of the said provisions for appointment of Independent Directors during the year under review.

C. Declaration by Independent Directors

Your Company has received necessary declaration from each Independent Director of the Company under Section 149(6) of the Companies Act, 2013 read with Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, confirming that they meet with the criteria of independence as prescribed under the aforesaid Section and Regulation.

D. Formal Annual Evaluation

In compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the year, the Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and Individual Directors including the Chairman of the Board. Structured questionnaires were used in the overall Board evaluation comprising various aspects of Board function.

The evaluation of Independent Directors was carried out by the entire Board and that of the Chairman and Non – Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

19. Number of meetings of the Board of Directors

Six meetings of the Board of Directors were held during the year on 28.05.2022, 13.08.2022, 01.09.2022,14.11.2022, 02.02.2023 and 31.03.2023.

One separate meeting of Independent Directors of the Company was held on 30.03.2023.

20. Committees of the Board

The details of the Committees constituted by the Board as per the requirements of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 are as follows:

* Audit Committee

* Stakeholders Relationship Committee

* Nomination and Remuneration Committee

* Risk Management Committee

* Investigation Committee

Details of the said Committees alongwith their charters, compositions and meetings held during the year are provided in the Report of Corporate Governance as a part of this Annual Report.

Recommendation of Audit Committee

During the year under review, there were no instances of non-acceptance of any recommendation of the Audit Committee by the Board of Directors.

21. Board Evaluation

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board Evaluation framework. The Companies Act, 2013 provides that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual directors. Schedule IV of the Companies Act, 2013, states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Structured questionnaires were used in the overall Board evaluation comprising various aspects of Board function.

The performance of the Board was evaluated by the Board on the basis of Performance Evaluation Policy formulated by the Board and after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committees, effectiveness of Committee meetings, etc. and on such further criteria as is set out in the Performance Evaluation Policy (as per Annexure -2) formulated by the Nomination and Remuneration Committee and approved by the Board to evaluate the performance of the Board and its Committees.

In a separate meeting of Independent Directors held on 30-03-2023, performance of non-Independent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Based on the outcome of performance evaluation for the financial year 2022-23, further measures/actions have been suggested to improve and strengthen the effectiveness of the Board and its Committees.

22. Policy On Directors Appointment And Remuneration

Your Company has a policy to have an appropriate mix of non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management.

The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director, and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is attached as Annexure – 3 to the Board Report. Further, the remuneration paid to the Directors, if any, is as per the terms laid out in the nomination and remuneration policy of the Company.

23. Risk management policy and Internal Control

The Company has adopted a Risk Management Policy duly approved by the Board and also has in place a mechanism to identify, access, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

24. Whistle Blower Policy and Vigil Mechanism

Your Company has established a "Whistle Blower Policy" and Vigil Mechanism for directors and employees to report to the appropriate authorities concerns about the unethical behavior actual or suspected, fraud or violation of the Companys code of conduct policy and provides safeguards against victimization of employees who avail the mechanism and also provide for direct access to the Chairman of the Audit Committee. The said policy has been uploaded on the website of the company. The same can be accessed at the link http://www.interworlddigital.in/policy.html. None of the personnel has been denied access to the Audit Committee.

25. Particulars of loans, guarantees or investments under Section 186

Particulars and details of loans given, investments made or guarantees given and securities provided, if any, at the year end and maximum outstanding amount thereof during the year as required under Para A of Schedule V of the Listing Regulations have been provided in the notes to the Financial Statements of the Company

26. Contracts and arrangements with related parties

All Related Party Transactions, if any, that were entered into during the financial year were on an arms length basis

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website https://www.interworlddigital.in/reports/policies/PRPT.pdf. The details of the transactions with related parties are provided in Notes to Financial Statements.

27. Corporate Governance

Your Company has been benchmarking itself with well established Corporate Governance practices besides strictly complying with the requirements of Regulation 17 to 27 and any other applicable Regulation of the SEBI under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

A separate "Report on Corporate Governance" together with requisite certificate obtained from Statutory Auditors of the Company, confirming compliance with the provisions of Corporate Governance as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this Report.

28. Directors Responsibility Statement

Pursuant to Section 134(3)(c) read with 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and belief confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2023, the applicable accounting standards had been followed and no material departures have been made 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 at the end of the financial year i.e. on 31st March 2023, and of the profit or loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act 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 had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating efficiently; 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.

29. Particulars of Employees

There are no employees employed throughout the financial year who were in receipt of remuneration of Rs. 102Lacs or more or employed for part of the year who were in receipt of remuneration of Rs. 8.5lacs or more a month under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Remuneration) Rules, 2014.

Disclosure u/s 197(12) and Rule 5(1) of the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as Annexure – 4.

During the year under review, none of the Directors of the Company have received remuneration from the Company.

The Nomination and Remuneration Committee of the Company has affirmed in its meeting held on 30thMarch, 2023has affirmed that the remuneration paid to the KMPs is as per the remuneration policy of the Company.

30. Internal Auditors & Their Report

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed M/s Sanghi & Co. as Internal Auditor for the financial year 2022-23.

Internal Financial Control And Their Adequacy

The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence to the companys policies, the safeguarding of its asset, the prevention and detection of fraud and error, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosure.

The Company has an adequate internal controls system commensurate with its size and the nature of its business. All the transactions entered into by the Company are duly authorized and recorded correctly. All operating parameters are monitored and controlled. The top management and the Audit Committee of the Board of Directors review the adequacy and effectiveness of internal control systems from time to time.

31. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules thereunder

Pursuant to the provisions of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules thereunder, the Company has not received any complaint of sexual harassment during the year under review.

32. Reporting Of Frauds By Auditors

During the year under review, the Statutory Auditors and the Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which need to be mentioned in this Report except to the extent of siphoning off of the business of the Company by the erstwhile Managing Director of the Company, Mr. Man Mohan Gupta to the other companies incorporated by him and carrying on the similar business as that of Interworld. The Board had constituted an Investigation Committee to investigate into the matter of closure of Mumbai Office of the Company and recovery of Companys business and assets. The members of the Investigation Committee are Mr. Peeyush Kumar Aggarwal and Mr. Ajay Sharma. The Committee meets regularly to investigate into the matter of Mr. Man Mohan Gupta, erstwhile Managing Director of the Company and sudden closure of Mumbais corporate office of the Company and for recovery of Companys business and assets.

33. Secretarial Standards

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

34. Human Resources

Your Company treats its "human resources" as one of its most important assets. We focus on all aspects of the employee lifecycle. This provides holistic experience for the employees as well. During their tenure at the Company, employees are motivated through various skill development programs. We create effective dialogue through our communication channels to ensure effective dialogue through our communication channels to ensure that feedback reach the relevant team, including leadership.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

35. Segment-wise performance

The Company is into single reportable segment only.

36. Details relating to material variations

The Company has not issued any prospectus or letter of offer and raised no money from public and as such the requirement for providing the details relating to material variation is not applicable to the Company for the year under review.

37. Details of the difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from banks or financial institutions along with the reasons thereof.

There was no one time settlement made with the Banks or Financial Institutions during the Financial Year 2022- 23 and accordingly no question arises for any difference between the amount of the valuation done at the time of one time settlement and the valuation done while taking loan from Banks or Financial Institutions during the year under review.

38. Management Discussion and Analysis

The Management Discussion and Analysis Report on the business of the Company and performance review for the year ended March 31, 2023, as stipulated in Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate report which forms part of the Report.

39. Acknowledgements

Your Directors are grateful to the Government of India, the Reserve Bank of India, the Securities and Exchange Board of India, the Stock Exchanges and other regulatory authorities for their valuable guidance and support and wish to express their sincere appreciation for their continues co-operation and assistance. We look forward for their continued support in future.

Your directors would like to express their sincere appreciation for the assistance and cooperation received from banks, customers, vendors, Government, members and employees during the year under review. Finally, the Directors thank you for your continued trust and support.

For and On Behalf of the Board
of Interworld Digital limited
Sd/-
Peeyush Kumar Aggarwal
Chairman
DIN: 00090423
Place: New Delhi
Date: 29.08.2023