Media Matrix Worldwide Ltd Management Discussions.

FINANCIAL REVIEW

The Standalone gross turnover during the financial year ended 31st March, 2019 stood at Rs.3,00,00,000/- as against the Standalone gross turnover of Rs. 2,86,39,485/- in the previous financial year ended 31st March, 2018. During the financial year ended 31st March, 2019, the Company has earned profit of Rs.35,77,945/- as compared to loss of Rs. 21,30,80,245/- in the previous year ended 31st March, 2018 on standalone basis. The Consolidated gross turnover during the financial year ended 31st March, 2019 stood at Rs.14,24,61,09,877/- as against the Consolidated gross turnover of Rs.6,47,57,37,425/- in the previous financial year ended 31st March, 2018. During the financial year ended 31st March, 2019, the Company has earned a profit of Rs.99,92,62,136/- as compared to loss of Rs.34,94,91,099/- in the previous year ended 31st March, 2018 on consolidated basis.

(in Rs.)
Particulars Standalone
Ratios FY 2018-19 FY 2017-18
Debtors Turnover NA 15.43
Inventory Turnover NA NA
Interest Coverage Ratio NA NA
Current Ratio 1.29 0.96
Debt Equity Ratio NA NA
*Operating Profit Margin (%) 16.10 3.81
Net Profit Margin (%) 11.93 3.15
Net Worth 1,45,93,51,623 1,45,57,73,678

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

SHARE CAPITAL

During the financial year 2018-19, the paid up capital of the Company stood at Rs. 1,13,27,42,219 (Rupees One Hundred Thirteen Crore Twenty Seven Lacs Forty Two Thousand Two Hundred Nineteen Only) divided 1,13,27,42,219 into Equity Shares of Re.1/- each.

INDUSTRY OVERVIEW FOR THE COMPANY & ITS SUBSIDIARIES 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.

Mobile Handset Market Overview

According to CMRs India Mobile Handset Market Review Report for Q1 2019, mobile handset shipments in India recorded a 25% YoY decline in 1Q 2019. Feature phone shipments saw a noticeable decline of around 49%, while smartphones recorded a healthy 10% growth.

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

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

Smartphone Segment

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

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

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

• Xiaomi continued to rule the Value for Money (<INR 7000) segment with a 41% market share, with its Xiaomi Redmi 6A contributing a healthy 35% market share. During Q1 2019, Xiaomi had two notable new launches, including the Redmi Note 7 series and the Redmi Go.

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

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

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

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

Featurephone Segment

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

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

Future Outlook

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

As per CMR, the dominant thread for CY2019 would be the return to prominence of offline channels. All major brands that enjoyed an online-exclusive growth, would now further expand aggressively. The battle ground for market dominance for mobile handset players would shift to Indias hinter land. At the same time, the focus on online channels would continue for smartphone brands."

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 internal control system commensurate with size of the Company. M/s Sunder Sharma & Company, Chartered Accountant (FRN No.008629N) are the internal auditors of the Company. The internal control system is designed to ensure that there 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 to the financial statements, some of which are outlined below. Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. These are in accordance with generally accepted accounting principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Statutory Auditors.

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

Your Company in preparing its financial statements makes judgments and estimates based on sound policies and uses external agencies to verify/ validate them as and when appropriate. The basis of such judgments and estimates are also approved by the Statutory Auditors and Audit Committee.

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

Risk Management

The management periodically briefs the Board on the emerging risks along with the risk mitigation plans put in place. Risk management is interlinked with the annual planning exercise where each function and business carries out a fresh risk identification, assessment and draws up treatment plans.

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

Human Resources

The Company currently has a technical team 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, its Subsidiaries for their role and continuous contribution towards the Companys performance. The Company had 5 (Five) employees on its roll as on 31st March, 2019.

Our Subsidiaries nexG Devices Private Limited (NDPL)

Our Subsidiary, NDPL, has rich experience in procurement and distribution of Mobile Handsets of various brands. NDPL has distribution arrangement with various brands for distribution and marketing of handsets in the Indian markets. NDPL has marketing offices and warehouses located at various cities in India and over a period of time it has established 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 very fast and is going to expand manifold in future as well and will have more opportunities for NDPL, having a strong presence with warehouses across the country.

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

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

DigiVive Services Private Limited (DSPL)

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

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

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

CONSOLIDATED FINANCIAL STATEMENTS

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

Subsidiaries, Joint Ventures and Associate Companies

A separate statement in form AOC-1, 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 Media Matrix Worldwide Ltd., Plot No. 38, 4th Floor, Sector 32, Institutional Area, Gurugram-122001, Haryana and the same shall be sent by post. The financial statements including the consolidated financial statements 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, associates and joint venture companies as per the Companies Act, 2013 is provided in form AOC-1 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 Companys website at the link: http://www.mmwlindia.com/PDF/investors/Policy-for-determining-material-subsidiaries.pdf

FIXED DEPOSITS

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

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The remuneration paid to the Directors is in accordance with the Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force) and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "Listing Regulations"). The salient aspects 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 PERSONNELS

APPOINTMENTS/RE-APPOINTMENTS/RESIGNATIONS

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

Smt. Bela Banerjee completed her second term as an Independent Director and ceased to be Independent Director of the Company with the conclusion of Annual General Meeting held on 29th September, 2018.

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

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

Shri Sunil Batra, Director is liable to retire by rotation at ensuing Annual General Meeting pursuant to Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Article of Association of your Company and being eligible offers himself for re-appointment. Appropriate resolution for his reappointment is being placed for your approval at the ensuing AGM. The brief resume of him and other related information have been detailed in the Notice convening the 34th AGM of your Company.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of programmes for familiarisation 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/ PDF/MMWL-Familiarisation-Prog.ID.pdf

ANNUAL EVALUATION OF BOARD PERFORMANCE

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

KEY MANAGERIAL PERSONNEL

During the financial year ended 31st March, 2019, Shri Sandeep Jairath, Whole-time Director cum Chief Financial Officer and Shri Gurvinder Singh Monga, Company Secretary remained the Key Managerial Personnel in accordance with the provisions of the Companies Act, 2013 and Rules made thereunder.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

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

NOMINATION AND REMUNERATION POLICY

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

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

AUDIT COMMITTEE

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

DECLARATION BY THE COMPANY

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

DECLARATION OF INDEPENDENCE

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

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, 2019, the applicable accounting standards and Schedule III to 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, 2019 and of the profits of the Company for the financial year ended 31st March, 2019;

(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 33rd Annual General Meeting (AGM) of the Company, M/s Khandelwal Jain & Company, Chartered Accountants (Firm Registration No. 105049W) were appointed as the Statutory Auditors to hold office till the conclusion of the 34th AGM of the Company. M/s Khandelwal Jain & Co., Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and having confirmed their eligibility. 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 re-appointment of M/s Khandelwal Jain & Co., Chartered Accountants as Auditors of the Company for the financial year 2019-20 till the conclusion of next AGM, for the approval of the Shareholders.

The observations in the Standalone and Consolidated 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 M/s MZ & Associates, Company Secretaries 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 remark. Pursuant to Regulation 24A of the Listing Regulations, the secretarial audit of nexG devices Private Limited, a material subsidiary of the Company has been conducted. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

EXTRACT OF ANNUAL RETURN

The details forming part of the extracts 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 2018-19, there were no transactions with related parties which qualify as material transactions under the Listing Regulations.

The details of the related party transactions as required under Accounting Standard - 18 are set out in Note - 30 to the standalone financial statements forming part of 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 Companys website at the link: http://www.mmwlindia.com/PDF/investors/MMWL-Related- party-transactions-policy.pdf.

LOANS, GUARANTEES AND INVESTMENTS

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

Amounts outstanding as at 31st March, 2019

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

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

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

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 (9) & (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. 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 Companys Code of Conduct for Directors and Senior Management Personnel.

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

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

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

DEMATERIALIZATION OF SHARES

Trading in the Equity Shares of the Company is only permitted in the 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, 2019, 99.99% of the Companys Share Capital is in dematerialized form.

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

CORPORATE GOVERNANCE

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign 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.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts 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) No fraud has been reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

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

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

CAUTIONARY STATEMENT

Statement in the Management Discussions and Analysis describing the Companys 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 Companys 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.

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