Directors Report of Interworld Digital Ltd.

Mar 31, 2024

I am privileged to present, on behalf of the Board of Directors, 29^th Annual Report on the business and operations of your Company for the Financial Year ended on 31^stMarch, 2024 together with Audited Statement of Accounts, Auditor’s Report for the period ended on 31^stMarch 2024.

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:

( s. I re
Particulars	Current Year 2023-24	Previous Year 2022-23
Income from Operations	6137.00	5935.29
Other Income	171.57	-
Total Income	6308.57	5935.29
Total Expenditure	3829.00	24769.41
Profit before Depreciation, Interest & Tax (PBDIT)	12000.95	(18834.12)
Financial Cost	103.58	20.76
Depreciation	-	-
Profit before tax	(19758.33)	(18854.88)
Exceptional items	-	-
Provision for taxation	-	-
Deferred Tax	-	-
Short Provision for earlier year	-	-
Profit after tax (PAT)	(19758.33)	(18854.88)
Profit brought forward from previous year	(3886846.79)	(3867991.91)
Balance carried to Balance Sheet	(3,906,605.12)	(3886846.79)
Paid-up equity share capital	4783770.00	4783770.00
Reserves & Surplus	3572813.74	3592572.07

2. Operations

During the year under review, total revenue from operation of the Company was Rs. 6308.57 Hundredas against Rs. 5935.29 Hundred in the previous year. During the year under review your company had incurred a loss aggregating to Rs.19758.33 Hundred as against a loss of Rs. 18854.88 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, 2024.

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 Company''s working during the yearA. 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. 2023-2024. The company had incurred a net loss of Rs.19758.33 Hundred as against a net loss (after tax) of Rs. 18854.88 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 the company could be improved.

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 company''s 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 company’s operations in future.

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 company’s 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. AuditorsA. Statutory Auditors:

M/s.Nemani Garg Agarwal & Co. (Firm Registration No. 010192N), Chartered Accountants were reappointed as the Statutory Auditors of the company, in the 28^thAnnual General Meeting of the company held on 30^th September, 2023, to hold the office for a term of 5 consecutive years, i.e., from the conclusion of the 28^th Annual General Meeting of the company until the conclusion of 33^rd Annual General Meeting.

Statutory Auditors'' Report:

The company always strives to present an unqualified Financial Statement. However, there are some observations on Auditor’s Report for the F.Y. 2023-24, which are as under:-

Auditor''s Observation :-

1. The past MD Mr. Manmahon 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.The Company operates in a single segment and the results pertain to a single segment in accordance with IND AS 108-Operating Segment.

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 thereon.

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 realisable.

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.

Explanation to aforesaid Auditors Observation:

1. The past MD Mr Manmohan Gupta, had fraudulently shifted the entire business of the company including its Intellectual Property to the other entities formed by him. The Board had constituted an Investigation Committee to investigate into the matter of closure of Mumbai Office of the Company and recovery of Company’s 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 Hon’ble 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 Auditor observation that the Statutory dues of Rs.1.91 crore 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. 2023-24.

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 27^thMay, 2024&10^th August, 2024 respectively; have reported that your company has maintained proper records under the provisions of SEBI Regulations and Circulars / Guidelines issued there under except to the fact that some documents, registers, files are needed to be maintained in more complied and updated manner and the company has defaulted in payment of the Annual Listing Fees of BSE and, therefore, BSE has suspended the trading of the scrip of the company on BSE’s web portal due to non-payment of annual listing fees. 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 Saurav Upadhyay & Associates, Company Secretaries 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 is reproduced herein below:

In the Certificate dated 24.06.2023 issued by M/s Kundan Aggrawal & Associates (PCS Firm having FRN S2009DE113700), they had stated that NSE vide its order dated 27.01.2022 expelled M/s. Omkam Capital Markets Private Limited & its director Mr. Peeyush Kumar Aggarwalwas disqualified from being Director of any Company which is a trading member of Stock Exchange.

M/s Kundan Aggrawal & Associates had also stated in their Certificate dated 24.06.2023 that M/s. Omkam Capital Markets Private Limited had filed an appeal against the expulsion order of NSE before the Hon’ble Securities Appellate Tribunal which was pending adjudication as on the date of the previous year’s certificate i.e. certificate dated 24.06.2023.

We have now been informed by the Management and on the basis of the order dated 22.08.2023 passed by the Hon’ble Securities Appellate Tribunal, the Hon’ble Securities Appellate Tribunal has set aside the expulsion order and penalty to the tune of Rs. 8.22 lakh has been informed; we certify that the disqualification of Directors of Omkam Capital Markets Pvt. Ltd. namely Mr. Peeyush Kumar Aggarwal (DIN No. 00090423), pursuant to Clause (iv) sub-rule 4(A) & 5 of the Securities (Contract) Regulation Rules, 1957 is not attracted now.

On the basis of records produced, we certify that the said penalty has been paid as on the date of this certificate.

The Annual Secretarial Compliance Report and the Secretarial Audit Report and certificate regarding disqualification of Directors for the F. Y. 2023-24 is provided as Annexure-I(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 2023-24.

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, 2024, pursuant to the sub section (3) of Section 92 of the Companies Act 2013 is placed at the Company’s website under the web link: : https://interworlddigital.in/reports/mgt9-23-24.pdf

Further, pursuant to Sections 92 and 134 of the Act, the Annual Return as at March 31, 2024 in Form MGT-7, is available on the website of the Company at the link: https://interworlddigital.in/reports/aretun23-24.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 energy efficient practices which has strengthened the Company’s 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 PersonnelA) Changes in Directors and Key Managerial Personnel 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.

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 31^st March, 2024in 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	POLAR MARMO AGGLOMERATES LIMITED	Director
4	ONUS PLANTATIONS AND AGRO LIMITED	Director
5	OMKAM DEVELOPERS LIMITED	Director
• Mr Peeyush Kumar Aggarwal resigned from the position of the Managing Director of MPS Infotecnics Limited w.e.f. 09/08/2024. However, he continues to be the Board member of the MPS Infotecnics Limited.

The details of Listed Companies from which Mr. Peeyush Kumar Aggarwal resigned during the past Three years::-Mr Peeyush Kumar Aggarwal resigned from the position of the Managing Director of MPS Infotecnics Limited w.e.f. 09/08/2024. However, he continues to be the Board member of the MPS Infotecnics Limited.

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.

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 30.05.2023, 12.08.2023,

29.08.2023,10.11.2023, 13.02.2024 and 30.03.2024.

One separate meeting of Independent Directors of the Company was held on 26.03.2024.

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 26-03-2024, 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 2023-24, 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 Company’s 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 arm’s length basis

The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s 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 31^st March, 2024, 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 31^st March 2024, 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 29^thMarch, 2024 has 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 2023-24.

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 company’s 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 Company’s 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 Mumbai’s corporate office of the Company and for recovery of Company’s 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 2023- 24 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, 2024, 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.

---

Mar 31, 2015

I am privileged to present, on behalf of the Board of Directors, 20th Annual Report on the business and operations of your Company for the Financial Year ended on 31st March, 2015 together with Audited Statement of Accounts, Auditor's Report for the period ended on 31st March 2015.

1. Financial Results

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

(Rs. In Lacs)

Particulars Current Year 2014-15 Previous Year 2013-14

Income from Operations 1429.66 1682.22

Other Income 7.16 14.37

Total Income 1436.82 1696.59

Total Expenditure 1230.43 1488.67 Profit before Depreciation, Interest & Tax (PBDIT) 206.39 207.92

Interest 12.05 9.53 Depreciation 149.44 127.24

Profit before tax 44.90 71.15

Extraordinary Items 29.50 -

Provision for taxation 15.71 19.41

Deferred Tax (11.75) 5.16

Profit after tax (PAT) 11.44 42.30

Profit brought forward from previous year 376.80 330.23

Balance carried to Balance Sheet 362.77 376.80

Paid-up equity share capital 4783.77 4783.77

Reserves & Surplus 7842.19 7856.22

2. Operations

During the year, company was engaged in expansion of business activities and also undertook some new projects for expansion of its business activities worldwide and implementation of the same is going on. Your Company has focused on Cinema advertising on screen & off screen plus increasing number of screens in coming future.

Your Company is planning to start eCommerce business again with new thoughts and system and the Board is much more confident that this time your Company will get larger spectrum of product and services and will establish itself in India market among top players.

During the year under review, your company's total income was 1436.82 Lacs in as compared to Rs 1696.59 Lacs in the previous financial year. The operating profit for the year ended March 31, 2015 is Rs. 15.40 Lacs as compared to Rs. 71.15 Lacs in the preceding financial year. The profit after-tax in 2014-15 is Rs.11.44 Lacs and was Rs.46.58 Lacs in 2013-14.

3. Dividend

Keeping in view the insufficiency of profits, the Board of Directors do not recommend any dividend for the year ended March 31, 2015.

4. Reserves

In view of insufficiency of profits, no amount is proposed to be transferred to Reserves for the year under review.

5. Brief description of the Company's working during the year

A. Review Of Operations

During the year under review, total revenue of the Company was Rs. 1436.82 Lacs as against Rs. 1696.59 Lacs in the previous year. The company earned a net profit (before tax ) of Rs. 15.40 Lacs as against a net profit (before tax ) of Rs. 71.15 Lacs during the previous year. Your Directors are putting in their best efforts to improve the profitability of the Company.

B. Future Prospects

There is no denying the fact that e-commerce has re-entered India and is here to stay. Even the small and medium retailers of the country want to ride the wave and are ready to make a fortune out of the market place concept. It may be now that online shopping has become popular but the concept of e-Commerce was introduced long back in the 20th century.

India's eCommerce market, which was at 2.5 billion in 2009, reached $8.5 billion in 2012 and now it is estimated to reach $20 billion by the end of 2015. The survey also estimates that the country's eCommerce market to reach $56 billion by 2023, driven by rising online retail.

The base of the online shopper is estimated to grow 3X by 2016 and more than 50 million buyers are expected to come from tier I and II cities.

We have made a plan to rollout our ecommerce business in a very different mode which may provide the good profits by serving a large number of ecommerce clients and vendors. We plan to invest US$ 20 million ecommerce business..

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 During the period between the end of the financial year of the company and the date of the report, there are no material changes and commitments which affect the financial position of the company.

8. Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company's operations in future During the year, there is no significant and material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and company's operations in future.

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 company's 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. 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, no consolidated financial statements have been prepared by the company 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 No interest thereon during the year and if so, number of such cases and the total amount involved

(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

In accordance with the provisions of Section 139(1) of the Companies Act, 2013, the members had at the last Annual General Meeting held on 30th September, 2014 appointed M/s. RMA & Associates, Chartered Accountants, New Delhi, the Statutory Auditors of the Company (Registration No. 000978N), for five consecutive financial years, i.e. from the conclusion of the 19th AGM till the conclusion of the 24th AGM of the shareholders of the Company. Section 139(1) further provides that the appointment of statutory auditors shall be placed before the members at every AGM for ratification.

They have confirmed that their appointment, if ratified, shall be in accordance with the provisions of Section 139(1) of the Act read with Companies (Audit and Auditors) Rules, 2014 and that they are not disqualified for their reappointment as Statutory Auditors of the Company. They have furnished a certificate of their eligibility and consent under Section 139(1) and 141 of the Companies Act, 2013 and the rules framed there under. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41 (1 )(h) of the Listing Agreement.

Accordingly, a resolution seeking members' ratification for the continued appointment of M/s. RMA& Associates, Chartered Accountants, New Delhi, the Statutory Auditors of the Company is included at Item No. 2 of the Notice convening the AGM.

The Board recommends the aforesaid resolution for approval of members.

14. Auditors' Report

Clarification on Auditors 'Observation:

The Company has increased its authorized capital from Rs. 21 Crores to Rs. 70 Crores during the FY. 2010-11, however, due to financial constraints and technical problems the company could not file Form 5 with ROC for increase in its authorized 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 Authorized 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 authorized share capital which the Company had increased prior to the applicability of Companies Act, 2013. However, your Company is trying its level best to arrange the funds for filing relevant Form with ROC and shall file the aforesaid Form with ROC soon.

15. Share Capital

A Issue of equity shares with differential During the year, company has not issued any equity shares with rights: differential rights.

B Issue of sweat equity shares During the year, company has not issue 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 Rs Nil purchase of its own shares by employees or by trustees for the benefit of employees E Bonus Shares No bonus shares were issued during the year under review.

16. Extract of the annual return (MGT-9)

The extract of the annual return in Form No. MGT-9 is annexed herewith (Annexure 1).

17. 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 energy efficient practices which has strengthened the Company's 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:

Rs Foreign Exchange Earned in terms of actual inflows Nil

Foreign Exchange outgo in terms of actual outflows | Nil

18. 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.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Changes in Directors and Key Managerial Personnel

Appointment and Cessation

During the year under review, Ms. Anita Devi was appointed as an Additional Director in the category of Non-Executive, Woman Director of the Company and Mr. Soban Singh Aswal was appointed as an Additional Director in the category of Non-Executive, Independent Director of the Company with effect from 25th March, 2015 in terms of relevant provisions of the Companies Act, 2013 to hold office till the conclusion of this Annual General Meeting.

Appropriate resolution seeking your approval for the appointment of Mr. Soban Singh Aswal as an Independent Director of the Company for five consecutive years forms part of the notice calling AGM.

Further, during the year under review, Mr. Man Mohan Gupta was duly reappointed as the Managing Director of the Company w.e.f. 02/09/2014 in the annual general meeting held on 30/09/2014 for a period of three years.

During the year under review, Mr. Narender Kumar Baid was appointed as the Company Secretary of the Company w..e.f. 20th November, 2014.

Cessation

Ms. Anita Sahu resigned from the Directorship of the Company w.e.f. 30th May, 2015 due to some personal reasons, Further, Mr. Kamal Kishore Sharma, Director of the Company resigned from the Board w.e.f. 25th March, 2015.

Ms. Heena Jain, Company Secretary of the Company has tendered her resignation w.e.f. 31st May, 2014. The Board puts its sincere appreciation towards the valuable contribution shown by them in meeting out the Statutory Compliances of the Company.

B. 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 Clause 49(II)(B) of Listing Agreement confirming that they met with the criteria of independence as prescribed under the aforesaid Section and Clause.

C Formal Annual Evaluation

In compliance with the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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.

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.

20. Number of meetings of the Board of Directors : Eight meetings of the Board of Directors were held during the year

21. Committees of the Board

During the year under, in accordance with the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board reconstituted some of its Committees. The Committees are as follows:

- Audit Committee

- Stakeholders' Relationship Committee

- Nomination and Remuneration Committee

- Risk Management 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.

22. Board Evaluation

Clause 49 of the Listing Agreement 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 Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the Board 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.

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.

In a separate meeting of Independent Directors, 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 director 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.

23. Policy On Directors' Appointment And Remuneration

Your Company has a policy to have an appropriate mix of Executive and Independent Directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2015, the Board consisted of 4 members and out of them, 1 Director is an Executive Director, 2 are Independent Directors and 1 Director is a non executive Woman Director.

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 - 2 to the Board Report. Further the remuneration paid to the Directors is as per the terms laid out in the nomination and remuneration policy of the Company.

24. 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.

25. 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 Company's 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 website of the Company at www.interworld.co.in.

26. Particulars of loans, guarantees or investments under Section 186 During the year under review, no loans, guarantees or investments under Section 186 was given/ taken or made by your Company.

27. Contracts and arrangements with related parties

All the related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions, contracts, arrangements, including certain arm's length transactions, during the year under review. Hence, the disclosure in Form AOC 2 is not required. Details and particulars of all such transactions, are contained in the Notes to the Financial Statements.

28. Secretarial Audit Report

In terms of Section 204(1) of the Companies Act, 2013 and the rules made there under M/s A. K. Friends & Co. was appointed as the Secretarial Auditor to undertake the Secretarial Audit of the Company for the FY. 2014-15. The report of the Secretarial Audit in Form No. MR -3 is annexed to and forms part of this Report as per Annexure -3.

Explanation on Secretarial Auditors' Observation

The Company has increased its authorized capital from Rs. 21 Crores to Rs. 70 Crores during the FY 2010-11, However, due to financial constraints and technical problems the company could not file Form 5 with ROC for increase in its authorized 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 Authorized 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 authorized share capital which the Company had increased prior to the applicability of Companies Act, 2013. However, your Company is trying its level best to arrange the funds for filing relevant Form with ROC and shall file the aforesaid Form with ROC soon.

29. Corporate Governance

Your Company comply with the Securities and Exchange Board of India's guidelines on Corporate Governance in accordance with Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance alongwith Auditors' Certificate on the compliance is attached with the Report.

30. Directors' Responsibility Statement

Pursuant to the provisions contained in Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board to the best of its knowledge and belief confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards read with requirements set out under schedule III to the Act, have 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 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.

31. Particulars Of Employees

There are no employees employed throughout the financial year who were in receipt of remuneration of Rs. 60 Lacs or more or employed for part of the year who were in receipt of remuneration of Rs. 5 lacs 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.

32. Internal Auditors & Their Report

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and Rules made there under, the Company had appointed M/s Sanghi & Co. as Internal Auditor for the financial year 2014-15.

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 company's 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.

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

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

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. Acknowledgments

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

Sd/-

Man Mohan Gupta Chairman cum Managing Director

Place : New Delhi

Date : 03.09.2015

---

Mar 31, 2014

Dear Members,

I am privileged to present, on behalf of the Board of Directors, 19th Annual Report on the business and operations of your Company for the Financial Year ended on 31st March, 2014 together with Audited Statement of Accounts, Auditor''s Report for the period ended on 31 st March 2014.

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:

(Rs. In Lacs)

Particulars Current Year Previous Year 2013-14 2012-13

Income from Operations 1682.22 1597.39

Other Income 14.37 15.47

Total Income 1696.59 1612.86

Total Expenditure 1488.67 1430.90

Profit before Depreciation, 207.92 181.96 Interest & Tax (PBDIT)

Interest 9.53 6.51

Depreciation 127.24 110.84

Profit before tax 71.15 64.61

Provision for taxation 19.41 12.31

Deferred Tax 5.16 10.00

Profit after tax (PAT) 42.30 42.30

Profit brought forward from previous year 330.23 287.93

Balance carried to Balance Sheet 376.80 330.22

Paid-up equity share capital 4783.77 4783.77

Reserves & Surplus 7856.22 7809.64

OPERATIONS

During the year, company was engaged in expansion of business activities and also undertook some new projects for expansion of its business activities worldwide and implementation of the same is going on.

Your Company has focused on Cinema advertising on screen & off screen plus increasing number of screens in coming future.

Your Company is planning to start eCommerce business again with new thoughts and system and the Board is much more confident that this time your Company will get larger spectrum of product and services and will establish itself in India market among top players.

Your directors wish to inform you that during the year under review, your Company performed well as compared to the previous year''s performance. During the year under review, your company''s total income was Rs. 1696.59 Lacs as compared to Rs. 1612.86 Lacs in the previous financial year. The operating profit for the year ended March 31, 2014 is Rs. 71.15 Lacs as compared to Rs. 64.61 Lacs in the preceding financial year. The profit after tax in 2013-14 is Rs.46.58 Lacs and was Rs.42.30 Lacs in 2012-13.

SHARE CAPITAL

During the financial year 2013-14, there has been no change in the Authorised and Paid-up Share Capital of the Company. The paid up share capital of the company is Rs. 47,83,77,000/-

DIRECTORS

Pursuant to the provisions of Companies Act, 2013 and Articles of Association of the Company, the following changes took place in the office of Directors of the Company:

Mr. Peeyush Kumar Aggarwal and Mr. Shiv Nandan Sharma, Directors of the Company resigned from the Board with effect from 14th November, 2013 and 29th November, 2013 respectively.

Your Directors place on record their sincere appreciation for the valuable contribution made by Mr. Peeyush Kumar Aggarwal and Mr. Shiv Nandan Sharma towards the upliftment of the business of the Company.

Mr. Ajay Sharma, was appointed as an Additional Director in the category of Non-Executive, Independent Director of the Company with effect from 14th November, 2013. As per Section 161(1) of the Companies Act, 2013, Mr. Ajay Sharma will hold office of Director upto the date of the ensuing AGM. Appropriate resolution seeking your approval for the appointment of Mr. Ajay Sharma as an Independent Director of the Company whose office shall not be liable to retire by rotation for five consecutive years forms part of the notice calling AGM.

The Board of Directors of the Company in its Board Meeting held on 2nd September, 2014 had approved the re-appointment of Mr. Man Mohan Gupta as a Managing Director of the Company for a further period of three years w.e.f 1st September, 2014, whose term of office is liable to determination by retire of Directors by rotation. Appropriate resolution seeking your approval for the above re-appointment of Mr. Man Mohan Gupta as a Managing Director of the Company, liable to retire by rotation, forms part of the notice calling the AGM.

In accordance with the provisions of Section 149 of the Companies Act, 2013 and the Rules made thereunder, which came into effect from April 1, 2014, approval of the Members will be sought at the ensuing Annual General Meeting of the Company for formalizing the appointment of Mr.Kamal Kishore Sharma as an Independent Director of the Company whose office shall not be liable to retire by rotation for a period of five consecutive years from the date of this Annual General Meeting.

Your Company has received declarations from all the Independent Directors of the Company confirming that they met with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Brief resumes of the Directors seeking appointment at the AGM, as required under Clause 49 of the Listing Agreement and Companies Act, 2013, is furnished in the explanatory statement to the notice of the ensuing Annual General Meeting forms part of this Annual Report.

DIRECTORS'' IDENTIFICATION NUMBER (DIN)

The following are the Director Identification Number (DIN) of your Directors:

Name of Director Director Indentification Number

Mr. Man Mohan Gupta 00161861

Mr. Kamal Kishore Sharma 02039980

Mr. Ajay Sharma 03344008

PUBLIC DEPOSIT

During the year, your Company has not accepted any Deposits under Section 58A and Section 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS

M/s. RMA 8s Associates, Chartered Accountants, New Delhi, the Statutory Auditors of the Company (Firm Registration No. 000978N), retires as the Statutory Auditors of the company at the conclusion of the forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment. They have confirmed that their appointment, if made, shall be in accordance with the provisions of Section 139(1) of the Act read with Companies (Audit and Auditors) Rules, 2014 and that they are not disqualified for their reappointment as Statutory Auditors of the Company. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41 (1) (h) of the Listing Agreement.

The Board of Directors have recommended the reappointment of M/s. RMA & Associates, Chartered Accountants as the Statutory Auditors of the Company for a term of five years i.e. until the conclusion of the 24th Annual General Meeting of the Company.

DIVIDEND

The Board is of the view that the Company should take advantage of the tremendous growth potential. Accordingly, the directors do not recommend any dividend for the year ended March 31,2014.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF COMPANIES ACT. 1956

Pursuant to Section 217(2AA) of the Companies (Amendment Act), 2000, the Directors of your Company would like to inform the members that the Audited accounts for the Financial Year ended 31st March 2014 are in full conformity with the requirement of the Companies Act 1956. The Directors further confirm that:

i) in the preparation of the Annual Accounts for the Financial Year 2013-14, applicable accounting standards have been followed and proper explanation relating to material departures, if any, has been given.

ii) the accounting policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year.

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the Directors have prepared the Annual Accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

The Directors hereby wish to place their appreciation for the efficient and loyal services rendered by the staff of the Company. The Company has not paid any remuneration attracting the provisions, of the Companies (Particulars of Employees) Rules, 1975 read with section 217(2A) of the Companies Act, 1956. Hence, no information is required to be appended to this regard.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION. ADATATION AND INNOVATION

Information required to be provided under section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 in relation to Conservation of Energy and Technology Absorption are currently not applicable to the Company and therefore particulars in connection therewith are as under:

Year ended Year ended 31.03.2014 31.03.2013

Foreign exchange earnings NIL NIL

Foreign exchange Outgo 6,57,454.00 5,74,389.00

CORPORATE GOVERNANCE

The Company is proactive in following the principles & practices of good corporate governance. The Company has taken adequate steps to ensure that the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreements of the Stock Exchanges are complied with.

A separate report on Corporate Governance together with Auditors'' Certificate on compliance is attached to this Annual Report as also a Management Discussion and Analysis Statement.

ACKNOWLEDGEMENTS & APPRECIATION

The Board places on record its appreciation for the continued co-operation and support extended to the Company by Banks, Stock Exchanges, NSDL and CDSL. The Board wishes to express its grateful appreciation for the assistance and co-operation received from customers, banks, auditors, legal advisors, consultants, and other business associates.

The Board deeply acknowledges the trust and confidence placed by the consumers of the Company and, above all, the shareholders. The Board of Directors would particularly like to place on record its appreciation for the dedicated efforts of the employees at ail levels.

On Behalf of the Board of Directors

Sd/- Sd/-

Place : New Delhi Man Mohan Gupta Kamal Kishore Sharma

Date : 02.09.2014 Chairman & Managing Director Director

---

Mar 31, 2013

To, The Members,

The am privileged to present, on behalf of the Board of Directors, 18th Annual Report on the business and operations of your Company for the Financial Year ended on 31st March, 2013 together with Audited Statement of Accounts, Auditor''s Report for the period ended on 31 st March 2013.

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:

(Rs. In Lacs) Particulars Current Year Previous year 2012-13 2011-12

Income from Operations 1597.39 1152.14

Other Income 15.47 17.39

Total Income 1612.86 1169.53

Total Expenditure 1430.90 1032.87

Profit before Depreciation, Interest & Tax (PBDIT) 181.96 136.66

Interest 6.51 3.73

Depreciation 110.84 93.73

Profit before tax 64.61 39.20

Provision for taxation 12.31 7.47

Deferred Tax 10.00 13.49

Profit after tax (PAT) 42.30 18.24

Profit brought forward from previous year 287.93 269.69

Balance carried to Balance Sheet 330.23 287.93

Paid-up equity share capital 4783.77 783.77

Reserves & Surplus 7809.64 1477.45

OPERATIONS

During the year, company was engaged in expansion of business activities and also undertook some new projects for expansion of its business activities worldwide and implementation of the same is going on. Your Company has also moved on to Digital Advertisement Segment. Digital advertising refers to marketing media that is digitally displayed.

Further, your Company is in the process to approach 10000 Housing societies in all metros to setup Interworld''s Club House Cinema to enjoy First Day First Show. The concept is highly praised by senior citizens who cannot go to theaters due to certain reasons. They can enjoy not only movies but other alternative content like sports, health shows, live webinars, interviews, celebrity chats and onscreen shopping. Interworld''s Club- House Cinema model will also establish a new dimension in entertainment for Boardrooms, Home Cinemas, Farm House Cinemas, Lesiure Rooms at Railway Stations, Airports, Bus Stops, Malls having no multiplexes and Ships carrying passengers and any suitable place where people like to enjoy First Day First Show.

7Interworld for the first time in India presented the 40 seated miniplex model in 2005. Now due to technological advancement and reduction in cost of equipments, Interworld''s Club House Cinema Model is very attractive and in reach of most decision takers.

Your directors wish to inform you that during the year under review, your Company performed well as compared to the previous year''s performance. During the year under review, your company''s total income was 1612.86 Lacs in as compared to Rs 1169.53 Lacs in the previous financial year. The operating profit for the year ended March 31, 2013 is Rs. 64.61 Lacs as compared to Rs. 39.20 Lacs in the preceding financial year. The profit after tax in 2012-13 is Rs.42.30 Lacs and was Rs. 18.24 Lacs in 2011-12.

SHARE CAPITAL

During the financial year 2012-13, there has been no change in the Authorised Share capital of the Company.

However, Board of Directors at its Meeting held on May 08, 2012 has approved the allotment of 40 Crores equity shares to promoters and non promoters group. This allotment was made pursuant to conversion of Fully Convertible Warrants into Equity Shares. Hence, as on 31.03.2013, the paid up share capital of the company is Rs. 47,83,77,000.

DIRECTORS

Mr. Peeyush Kumar Aggarwal, Director of the Company retires by rotation at the ensuing Annual General Meeting of your Company and, being eligible, has offered himself for re-appointment.

Mr. Peeyush Kumar Aggarwal is a Fellow Member of the Institute of Chartered Accountants of India with his professional career spanning over 26 years and with over 15 years experience as a practicing CA covering the key areas of Corporate Laws, Finance 8s Taxation, Project Management, Imports & Exports, IT Consultancy, etc.

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, Finance, Legal, Strategic Planning, Project Planning & execution, Import 8s Export, Share Registry, Stock Broking, Construction & Hospitality.

He is a very enthusiastic entrepreneur with diverse business interest. Mr. Peeyush Kumar Aggarwal is the Founder and Chairman of Omkam Group. Before starting the Group, he practiced as a Chartered Accountant for about 15 years. He is an emerging Venture Capitalist who has helped several young entrepreneurs in establishing and growing their dream businesses

Your Board recommends his re-appointment.

PUBLIC DEPOSIT

During the year, your Company has not accepted any Deposits under Section 58A and Section 58AA of the Companies Act, 1956 , read with Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS

Statutory Auditors M/s. RMA 8s Associates, Chartered Accountants, New Delhi retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

DIVIDEND

The Board is of the view that the Company should take advantage of the tremendous growth potential. Accordingly, the directors do not recommend any dividend for the year ended March 31,2013.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF COMPANIES ACT. 1956

Pursuant to Section 217(2AA) of the Companies (Amendment Act), 2000, the Directors of your Company would like to inform the members that the Audited accounts for the Financial Year ended 31st March 2013 are in full conformity with the requirement of the Companies Act 1956. The Directors further confirm that:

i) in the preparation of the Annual Accounts, applicable accounting standards have been followed and proper explanation relating to material departures, if any, has been given.

ii) the accounting policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year.

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the Directors have prepared the Annual Accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

The Directors hereby wish to place their appreciation for the efficient and loyal services rendered by the staff of the Company. The Company has not paid any remuneration attracting the provisions, of the Companies (Particulars of Employees) Rules, 1975 read with section 217(2A) of the Companies Act, 1956. Hence, no information is required to be appended to this regard.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION. ADATATION AND INNOVATION

Information required to be provided under section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 in relation to Conservation of Energy and Technology Absorption are currently not applicable to the Company and therefore particulars in connection therewith are as under:

- Conservation of Energy-Nil

- Technology Absorption-Nil

FOREIGN EXCHANGE EARNINGS 8b OUTGO

Particulars of foreign exchange earnings and outgo are as follows:

(Amount in Rs.) Year ended 31.03.2013 Year ended 31.03.2012

Foreign exchange earnings NIL NIL

Foreign exchange Outgo 5,74,389.00 6,08,378.00

CORPORATE GOVERNANCE

The Company is proactive in following the principles & practices of good corporate governance. The Company has taken adequate steps to ensure that the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreements of the Stock Exchanges are complied with.

A separate report on Corporate Governance together with Auditors'' Certificate on compliance is attached to this Annual Report as also a Management Discussion and Analysis Statement.

ACKNOWLEDGEMENTS & APPRECIATION

The Board places on record its appreciation for the continued co-operation and support extended to the Company by Banks, Stock Exchanges, NSDL and CDSL. The Board wishes to express its grateful appreciation for the assistance and co-operation received from customers, banks, auditors, legal advisors, consultants, and other business associates.

The Board deeply acknowledges the trust and confidence placed by the consumers of the Company and, above all, the shareholders. The Board of Directors would particularly like to place on record its appreciation for the dedicated efforts of the employees at all levels.

On Behalf of the Board of Directors

Sd/-

Place : New Delhi Man Mohan Gupta

Date : 02.09.2013 Chairman & Managing Director

---

Mar 31, 2011

The Directors are delighted to present 16th Annual Report and Audited Statement of Accounts of the Company for the period ended on 31st March 2011.

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.

Rs. (in Lacs) Particulars Current Year Previous Year

Income from Operations 1142.72 960.69

Other Income 9.27 2.99

Total Income 1151.99 963.69

Total Expenditure 1036.08 869.28

Profit before Depreciation, Interest & Tax (PBDIT) 115.91 94.41

Interest - -

Depreciation 77.28 66.88

Profit before tax 38.63 27.53

Provision for Income Tax 7.16 6.59

Deferred Tax 11.01 4.80

Profit after tax (PAT) 20.45 16.15

Profit brought forward from previous year 249.23 233.08

Balance carried to Balance Sheet 269.69 249.23

Paid-up equity share capital 738.00 689.50

Reserves & Surplus 1429.00 1368.99

OPERATIONS

During the year, your company was engaged in expansion of business activities and has adopted in processes to derive the synergies and optimize the use of available resources. Your directors wish to inform you that during the year company performed better as compared to performance with preceding year.

During the year under review, your company's total income is Rs. 1151.99 Lacs as compared to Rs. 963.69 Lacs in the previous financial year. The operating profit for the year ended March 31, 2011 was Rs. 38.63 Lacs as compared to Rs. 27.53 lacs in the preceding financial year. The profit after tax is Rs. 20.45 Lacs and was Rs. 16.15 lacs in the previous financial year.

KEY INITIATIVES

Your Company took several new initiatives towards media and technology. We are pleased to inform you that your company successfully upgraded 6 theaters in Mumbai film circuit with 3D technology. All these 6 theaters are currently showing India's first next generation stereoscopic 3D film "Haunted" directed by Vikram Bhatt. Our company received overwhelming response from the exhibitors as they find the 3D quality offered by us is much superior to available with other players in the market for single screen theatres. Company received a good number of inquires to convert their existing system with our 3D Digital Cinema System.

SHARE CAPITAL

During the financial year 2010-2011, there has been an increase in the Authorized Share Capital of the Company. The company's authorized share capital is enhanced from Rs. 21,00,00,000 (Rupees Twenty One Crore) divided into 21,00,00,000 Equity shares of Re 1/- each to Rs. 70,00,00,000 (Rupees Seventy Crore) divided into 70,00,00,000 Equity shares of Re 1/- each in the year under review.

Moreover, Board of Directors at its Meeting held on July 28, 2010 have approved the additions in paid up capital of 34,00,000 Equity shares & in January 28, 2011 have approved issue of 14,50,201 Equity Shares to promoters as well as to non-promoters group. These allotments were made pursuant to conversion of Fully Convertible Warrants into equity shares. Hence, as on 31.03.2011, the paid up share capital of the company is Rs. 7,38,00,000.

RAISING OF FUNDS

During the year under review, your company with a view to raise more funds has exercised the option, for issuance of Convertible Equity Warrants on preferential basis to the prospective investors belonging to both promoters and non promoters groups. This option was exercised at the Extra Ordinary General Meeting held on September 7, 2010 whereby Board with your permission has approved issuance of 40,00,00,000 convertible equity warrants to promoters and non promoters group. Your Company had duly made all the disclosures, as are applicable, relating to aforesaid issuance of warrants/shares to various Regulatory Authorities.

DIRECTORS

Mr. Peeyush Kumar Aggarwal, Director of the company, retires by rotation at the ensuing Annual General Meeting of your Company and, being eligible, has offered himself for re- appointment.

Your Board has recommended his re-appointment in the best interest of the company.

PUBLIC DEPOSIT

During the year, your Company has not accepted any Deposits under Section 58A and Section 58AA of the Act, read with Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS

M/s. RMA & Associates, Chartered Accountants, New Delhi, the statutory auditors of the company retire at the conclusion of the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment. The members are requested to appoint them as auditors till the conclusion of next Annual General Meeting.

The Board recommends M/s RMA & Associates., Chartered Accountants, to be reappointed as the Statutory Auditors. A certificate under section 224(1B) of the Companies Act, 1956 regarding their eligibility for the proposed appointment has been obtained from them.

DIVIDEND

The Board is of the view that the Company should take advantage of the tremendous growth potential. Accordingly, the directors do not recommend any dividend for the year ended March 31, 2011.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF COMPANIES ACT, 1956

Pursuant to Section 217(2AA) of the Companies (Amendment Act), 2000, the Directors of your Company would like to inform the members that the Audited accounts for the Financial Year ended 31st March, 2011 are in full conformity with the requirement of the Companies Act 1956. The Directors further confirm that:

i) in the preparation of the Annual Accounts, applicable accounting standards have been followed and proper explanation relating to material departures, if any, has been given.

ii) the accounting policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year.

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the Directors have prepared the Annual Accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

The Directors hereby wish to place their appreciation for the efficient and loyal services rendered by the staff of the Company. The Company has not paid any remuneration attracting the provisions, of the Companies (Particulars of Employees) Rules, 1975 read with section 217(2A) of the Company Act, 1956. Hence, no information is required to be appended to this regard.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION, ADATATION AND INNOVATION

Information required to be provided under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules,1988 in relation to Conservation of Energy and Technology Absorption are currently not applicable to the Company and therefore particulars in connection therewith are as under:

- Conservation of Energy- Nil

- Technology Absorption- Nil.

FOREIGN EXCHANGE EARNINGS & OUTGO

There is no Foreign Exchange earnings and outflow during the year.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has at a unified and centralized level, put in place Corporate Social Responsibility policy. The CSR Policy is based on a belief that a Business cannot succeed in a society that fails and therefore it is imperative for business houses, to invest in the future by taking part in society building activities. Your company implements these social responsibility.

CORPORATE GOVERNANCE

The Company is proactive in following the principles & practices of good corporate governance. The Company has taken adequate steps to ensure that the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreements of the Stock Exchanges are complied with.

A separate report on Corporate Governance together with Auditors' Certificate on compliance is attached to this Annual Report as also a Management Discussion and Analysis statement.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their sincere appreciation for the co- operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

On Behalf of the Board of Directors

Sd/-

Place : New Delhi (Man Mohan Gupta)

Date : 02.09.2011 Chairman & Managing Director

---

Mar 31, 2010

The Directors take pleasure in presenting the 15th Annual Report and Audited Statement of Accounts of the Company for the year ended on 31st March 2010.

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

Income from Operations 960.69 840.14

Other Income 2.75 0.92

Total Income 963.44 841.06

Total Expenditure 869.03 751.63

Profit before Depreciation, Interest & Tax (PBDIT) 94.41 89.42

Interest - -

Depreciation 66.88 63.94

Profit before tax 27.53 25.48

Provision for taxation 6,59 3.27

Deferred Tax 4.80 (24.42)

Profit after tax (PAT) 16.15 46.63

Profit brought forward from previous year 233.08 186.45

Balance carried to Balance Sheet 249.23 233.08

Paid-up equity share capital 689.50 704.00

Reserves & Surplus 1368.99 1133.96

OPERATIONS

During the year, company was engaged in expansion of business activity and indulges in processes to derive the synergies and optimize the use of available resources. Your directors wish to inform you that during the year company well performed as compare previous year performance.

During the year under review, your companys total income was Rs. 963.44 Lacs in 31.03.2010 as compared to Rs 841.06 Lacs in the previous financial year. The operating profit for the year ended March 31, 2010 was Rs. 27.53 Lacs as compared to Rs. 25.48 Lacs in the preceding financial year. The profit after tax is Rs. 16.14 Lacs and was Rs. 46.63 Lacs in the previous financial year.

SHARE CAPITAL

During the financial year 2009-2010, there has been increase in the Authorized Share Capital of the Company. The Companys authorized share capital was increased from Rs. 11,00,00,000 (Rupees Eleven Crore) dived into 11,00,00,000 Equity shares of Re. 1/- each to Rs. 21,00,00,000 (Twenty One Crore) dived into 21,00,00,000 Equity shares of Re. 1/- each under review.

As per directions of Bombay Stock Exchange (BSE), the Company had duly obtained the approval of its shareholders at its annual general meeting held on 30/09/2008 to reduce its paid up share capital by Rs. 2,00,00,000 which could not be listed by the BSE despite of several efforts made by the company to get the same listed. The Company further filed a petition to Honble High Court of Delhi and the Honble High Court vide its order dated October 27, 2009 approved the aforesaid reduction of capital of the Company by Rs. 2,00,00,000 . The aforesaid reduction of capital was also approved by ROC, NCT of Delhi & Haryana on December 15, 2009 and consequently, the paid up share capital of the company was reduced from Rs. 7,04,00,000 to Rs. 5,04,00,000.

Further, the Company at extraordinary general meetings of its shareholders held on July 4, 2009 & October 16 , 2009 had issued 2,00,00,000 & 2,96,38,600 Convertible Equity Warrants respectively on preferential basis to the prospective investors belonging to promoters and non promoters group.

Thereafter, pursuant to conversion of aforesaid fully convertible warrants into equity shares, the Board of Directors at its Meetings held on December 15, 2009 and March 29, 2010 has approved the conversion of 1,37,67,030 and 47,82,769 warrants respectively into the similar number of equity shares thereby increasing the total paid up capital to Rs. 6,89,49,799. Hence, the paid up share capital of the company as on March 31, 2010 is Rs. 6,89,49,799.

DIRECTORS

Mr. Sanjay Kumar Gupta, Director, retires by rotation at the ensuing Annual General Meeting of your Company and, being eligible, offered himself for re-appointment.

Your Board has recommended his re-appointment.

PUBLIC DEPOSIT

During the year, your Company has not accepted any Deposits under Section 58A and Section 58AA of the Act, read with Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS

Statutory Auditors M/s. RMA & Associates, Chartered Accountants, New Delhi retires at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. The company has obtained a certificate from them u/s 224(1B) of the Companies Act, 1956 confirming that their reappointment, if made, will be within the limits provided under the aforesaid Section.

DIVIDEND

The Board is of the view that the Company should take advantage of the tremendous growth potential. Accordingly, the directors do not recommend any dividend for the year ended March 31, 2010.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217f2AAl OF COMPANIES ACT. 1956

Pursuant to Section 217(2AA) of the Companies (Amendment Act), 2000, the Directors of your Company would like to inform the members that the Audited accounts for the Financial Year ended 31st March, 2010 are in full conformity with the requirement of the Companies Act 1956. The Directors further confirm that:

i) in the preparation of the Annual Accounts, applicable accounting standards have been followed and proper explanation relating to material departures, if any, has been given.

ii) the accounting policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year.

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the Directors have prepared the Annual Accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

The Directors hereby wish to place their appreciation for the efficient and loyal services rendered by the staff of the Company. The Company has not paid any remuneration attracting the provisions, of the Companies (Particulars of Employees) Rules, 1975 read with section 217(2A) of the Company Act, 1956. Hence, no information is required to be appended to this regard.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION. ADATATION AND INNOVATION

Since the Company does not own any manufacturing facility, the provision of Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, are not applicable.

FOREIGN EXCHANGE EARNINGS & OUTGO

There is no Foreign Exchange earnings and outflow during the year.

CORPORATE GOVERNANCE

The Company is proactive following the principles & practices of good corporate governance. The Company has taken adequate steps to ensure that the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreements of the Stock Exchanges are complied with.

A separate report on Corporate Governance together with Auditors Certificate on its compliance is attached to this Annual Report.

ACKNOWLEDGEMENT

Your Board of Directors wishes their sincere thanks to Shareholders, Customers, Dealers, Bankers, Agencies and Business Associates who have extended their continued support.

On Behalf of the Board of Directors

For INTERWORLD DIGITAL LIMITED

Sd/-

Place : New Delhi Man Mohan Gupta

Date : 02.09.2010 Chairman & Managing Director

---

Mar 31, 2009

The Directors have pleasure in presenting the 14th Annual Report of Interworld Digital Limited together with the Audited Accounts of the Company, for the financial year ended 31st March, 2009.

FINANCIAL RESULTS

The financial results of the company for the year under review are as follows:

Rs.( In Lacs)

Particulars Current Year Previous Year

Income from Operations 840.14 3105.80

Other Income 0.92 0.22

Total Income 841.06 3106.02

Total Expenditure 751.63 2978.49

Profit before Depreciation, Interest & Tax (PBDIT) 89.42 127.54

Interest - -

Depreciation 63.94 64.58

Profit before tax 25.48 62.96

Provision for taxation 3.27 7.05

Deferred Tax (24.42) 9.79

Profit after tax (PAT) 46.63 46.12

Profit brought forward from previous year 186.45 140.33

Balance carried to Balance Sheet 233.08 186.45

Paid-up equity share capital 704.00 704.00

Reserves & Surplus 113.40 1087.33

REVIEW OF OPERATIONS

During the year under review, your companys total income was Rs.841.06 Lacs as compared to Rs 3106.02 Lacs in the previous financial year. The operating profit for the year ended March 31,2009 was Rs. 89.42 Lac as compared to Rs. 127.54 Lac in the preceding financial year. The profit after tax is Rs.46.63 Lac and was Rs. 46.12 Lac in the previous financial year.

DIVIDEND

Due to major expansion & diversification plans down the line, the Board has decided to retain the profits generated during the year. Therefore, the Board has decided not to declare any dividend for the year ended 31st March, 2009.

DIRECTORS

At the ensuing Annual General Meeting Mr. S. N. Sharma, Director of the Company retires by rotation and being eligible offers himself for reappointment. Mr. S.N. Sharma, aged 52 years, is a Science Graduate and a fellow member of Institute of Chartered Accountants of India with his professional career spanning over 25 years, covering the key areas of finance, legal, strategic planning, project planning & execution. His multi-faceted professional acumen has been recognized at a Global level, through his nomination in the 30th Edition of "Marquis Whos Who in Finance & industry," a USA based publication.

During his illustrious career he has held key positions with large corporate houses like Oswal Group, Bhilwara Group, Polar Group, Jumbo Global Ltd. and the DCM group. His specialization is in turn around and restructuring, with his last assignment being associated with the Madhya Pradesh Government as a nominee of MP Govt, Indian Financial Institutions and the State Bank Group.

He is the Managing Director of Global IT Options Ltd. and a Director of DCM International Ltd. and Hi-End Training (P) Ltd.

Your Directors recommend his reappointment in the overall interest of the Company.

AUDITORSREPORT

The observations made by the Auditors are self-explanatory & do not require further clarifications.

AUDITORS

M/s. RMA& Associates, Chartered Accountants, New Delhi, retiring as the Statutory Auditors, at the conclusion of the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for reappointment which, if made, will be in accordance with Section 224 (1B) of the Companies Act, 1956. Your Directors recommend their appointment.

PARTICULARS OF EMPLOYEES

There are no employees who are in receipt of remuneration aggregating the sum prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

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

Since the Company is not carrying any manufacturing activities, the details relating to the conservation of energy and technology absorption is not quite relevant to the Company.

There was no foreign exchange earning and outgo during the year under review.

PUBLIC DEPOSITS

Your Company has no fixed deposits. Further it has neither accepted nor renewed any Fixed Deposits from the public within the meaning of Section 58 Aof the Companies Act, 1956 during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement for the financial year ended 2008-2009, it is hereby confirmed:

D That in the preparation of annual accounts for the financial year ended March 31, 2009, the applicable accounting standards have been followed along with proper explanation relating to material departures.

? That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and of the profit of the Company for the year under consideration.

D That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

? That the Directors have prepared the annual accounts of the Company for the financial year ended March 31,2009 on a going concern basis.



CORPORATE GOVERNANCE

The report on Corporate Governance along with Auditors Certificate on its compliance is annexed and forms part of the Annual Report.

ACKNOWLEDGEMENT

Your Directors wish to record their appreciation of the sincere efforts put in by the employee towards the sustained growth, success and development of the company.

Your Directors are thankful for the support extended by the Customers, Vendors, Bankers, Government and Statutory Authorities, and last, but not the least to our Shareholders for their continuous support and encouragement.

By the order of the Board For Interworld Digital Limited

Sd/- Place: New Delhi Man Mohan Gupta

Dated: 2nd September, 2009 Chairman & Managing Director