1.1 75,00,000 Equity Shares of Re. 1/- each fully paid up allotted for
consideration other than cash against acquisition of business and
5,39,10,000 Equity shares of Re.1/- each issued as bonus shares by
capitalisation of Share Premium.
* The Disclosure in respect of amount payable to the Company covered
under the definition of Micro, Small and Medium Entreprises Development
Act, 2006 (MSMEDA) as at 31.03.2012 has been made in the Financial
Statement based on the information received and available with the
A. Media Matrix Worldwide Limited (''MMWL'' or h>the Company''), a public
limited company, was incorporated on June 07, 1985 in the State of Maharashtra. MMWL made its maiden public
issue of Equity Shares in
the year 1985 and got its Equity Shares listed at the Bombay Stock
Exchange Ltd, Mumbai (BSE). Till March 31, 2012, the Company has been
doing trading of Software/Contents and mobile handsets.
DigiVision Holdings Private Limited (DHPL), the new promoter, on
October 12, 2011 acquired 1,13,21,100 Equity Shares constituting 14% of
the Paid-up Capital by way of market purchases. DHPL also entered into
a Share Purchase Agreements with erstwhile promoters of MMWL for
acquisition of 12,767,148 equity shares of Re. 1 each representing
15.79% (SPA1), as well as with one of the public shareholders i.e.
Vimochan Pictures Limited for acquisition of 96, 67,622 equity shares
of Re. 1 each representing 11.96% (SPA2), both SPAs at a price of Rs.
1.90 per equity share, payable in cash.
Pursuant to acquisition of more than 15% equity shareholding in MMWL,
DHPL made an Open Offer under Securities Exchange Board of India
(Substantial Acquisition of the Shares and Takeover) Regulations, 1997,
to the public Shareholders of Media Matrix Worldwide Limited to acquire
21,024,900 equity shares representing 26% of the paid up and voting
equity shares capital of the Company at Rs. 1.90 fully paid equity
shares of face value of Re. 1/-. Accordingly, DHPL acquired 20,726,038
equity shares of Re. 1/- each representing 25.63% of the paid up share
capital. As at March 31, 2012, the shareholding of DHPL in the Company
B. The Company was originally engaged in trading activities. The
Company was registered with Reserve Bank of India (RBI) as NBFC vide
registration No. 13.01287 dated 13th August 1999. The Company is
currently engaged in media and entertainment business. Since the
Company has not carried on NBFC activities nor it has intention of
carrying on said activities in the future, the Company has, on
September 13, 2011 submitted an application to RBI, seeking to
de-register it as an NBFC. The process of de-registration is in
advances stage and is expected to be completed in financial year 2013.
C. The Company has taken an amount of Rs. 50 crore from M/s V & A
Ventures LLP on March 29, 2012 in the form of OFCD. The salient
features of OFCDs is as follows:
i. 14,40,92,219 OFCDs to be issued of Rs.3.47 each aggregating to
ii. In case the conversion option is exercised, each OFCD would be
converted into one Equity Share of Re. 1/- each at a price of Rs.3.47
per equity share;
iii. After 4 months from the date of allotment of OFCDs and within 18
months from the date of allotment, OFCDs can be converted into equity
shares at the option of the OFCD Holder. If the conversion option is
not exercised by the OFCD holder within 18 months, the OFCDs would be
redeemable by the Company at redemption premium of 15% of face value
i.e. Rs.3.47 per OFCD;
iv. Coupon on the OFCD is 0% p.a. payable annually;
v. Tenure of the OFCDs is 18 months from the date of allotment.
a. The Company has made an investment of Rs.1,00,000 each in 10,000
equity shares each of M/s nexG Devices Private Limited and M/s DigiCall
Holdings Private Limited respectively. Pursuant to the aforesaid
investments made by the Company, M/s nexG Devices Private Limited and
M/s DigiCall Holdings Private Limited have become the wholly owned
subsidiaries of the Company w.e.f.05/03/2012.
b. The Company has also made an investment of Rs. 1,650 Lacs and Rs.
700 Lacs by way of Optionally Fully Convertible Debentures(OFCDs) into
DigiVive Services Private Limited and DigiCall Teleservices Private
Limited respectively, on March 31, 2012 with the following terms and
i. Face Value: The face Value of OFCDs shall be Rs.1000/-.
ii. Coupon rate : 0%
iii. Redemption: The OFCDs may be redeemable on or after two months
from the date of allotment. The Company has the option of redeeming the
OFCD anytime by giving seven day,s notice to the OFCD holder provided
the OFCD holder has not exercised the conversion option. The same, if
not redeemed earlier, shall be compulsorily redeemed after 5 years from
the date of allotment.
iv. Conversion: The option to convert OFCDs into equity shares can be
exercised after 1 month from the date of allotment of OFCDs at a price
mutually to be agreed between the Company and OFCD holder.
v. Usage of Funds: The amount received by the Company on issue of
OFCDs shall be at the exclusive disposal of the Board of Directors of
the Company and may be utilized by the Company for any bona-fide
purpose and in any manner as it may deem fit. The OFCD Holder shall not
have any right to claim and/or question anything in this regard.
vi. Security and Rights: The OFCDs shall remain unsecured throughout
and shall not carry any rights of a lender against the Company, other
than the right to seek conversion as per clause iv above.
E. Business Segment
(a) Primary ( Business) Segment
The Company is mainly engaged in the business of digital media content,
distributing of television program, film, music, mobile handsets and
dealing in related activities in media and entertainment industry and
there is no separate reportable segment as per Accounting Standard (AS)
17 on segment reporting.
(b) Secondary (Geographical) Segment
The Company caters mainly to the needs of Indian market and the export
turnover being Nil of the total turnover of the Company, there are no
reportable geographical segments.
F. In the opinion of the Board, current assets, loan and advances have
a value on realization at least equal to the amount at which they are
stated in the books of accounts and provisions for all known
liabilities have been made, except as mentioned otherwise.
G. Deferred Tax
The Company estimates deferred tax Assets/ Liabilities using the
applicable rate of taxation based on the impact of timing difference
between financial statements and estimated taxable income for the
current year related to depreciation on fixed assets. Deferred tax
liability/ (assets) for the year aggregating to Rs. (378,234) (Previous
year Rs. (401,069) has been recognised in Profit & Loss Account and net
deferred tax liability as at 31st March, 2012 is Rs. 38,841.
H. Related Party Disclosures
(a) Name of Related parties and its relationship:
- DigiVision Holdings Private Limited Subsidiary Companies:
- DigiCall Holdings Private Limited
- DigiVive Service Private Limited
- DigiCall Teleservices Private Limited
- nexG Devices Private Limited Fellow Subsidiary Companies:
- DigiCall Global Private Limited
- DigiVision Wireless Private Limited
In addition to the above, the following were the additional Related
Parties which have been ceased to be Related Parties with effect from
January 26, 2012 on account of the change in control and management of
- Mr. Anil Vedmehta (Director)
- M/s Mobile Telecommunication Limited (Director was Managing
- M/s Quantum E-Services Private Limited (Director was Director)
Beside the above, during the year, the Company has entered into
financial transactions amounting to Rs. 18,704,418, Rs. 26,203,470 and
Rs. 1,810,002 with Mr. Anil Vedmehta, Director of the Company, M/s
Mobile Telecommunication Limited (Director was Managing Director) and
M/s Quantum E-Services Private Limited (Director was Director),
respectively. All of these have ceased to be Related Parties with
effect from Jan 26, 2012.
* As defined in paragraph 2(1)(xii) of the Non-Banking Financial
Companies Acceptance of Public Deposits (Reserve Bank) Directions,
** Provisioning norms shall be applicable as prescribed in Non-Banking
Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms
(Reserve Bank) Directions, 2007
*** All Accounting Standards and Guidance Notes issued by ICAI are
applicable including for valuation of investments and other assets as
also assets acquired in satisfaction of debt. However, market value in
respect of quoted investments and break up/fair value/NAV in respect of
unquoted investments should be disclosed irrespective of whether they
are classified as long term or current in (4) above.
# considering the long term nature, fair value of investment in
subsidiaries companies are shown at cost.
I. Value of imports on CIF basis : Rs. 6,508,510 (Previous Year : NIL)
J Employee Benefits
The Company, during the period has adopted Accounting Standard 15
(Revised) Employees Benefits prescribed by the Companies (Accounting
Standard) Rules, 2006. During the period, Company has recognized the
following amounts in the financial statements
Defined Benefits Plans
The Present value of Obligation is determined based on actuarial
valuation using Project Unit Credit Method, which recognizes each
period of services as giving rise to additional unit of employee
benefit entitlement and measures each unit separately to build up the
final obligation. The obligation for leave encashment is recognized in
the same manner as gratuity.
K. Earnings in foreign currency: NIL
L. The previous year figures are regrouped, rearranged or recast,
wherever required, to make them comparable.