DPPL Annual Report 2016-17

6th ANNUAL REPORT 2016-17
DIGITAL PAYMENTS PROCESSING LIMITED

CORPORATE INFORMATION

CIN: U74120MH2012PLC227020
NAME DESIGNATION DIN
RA JAT KUMAR SHARMA EXECUTIVE DIRECTOR 03024125
HAROLD MONTGOMERY DIRECTOR 05192670
SCOTT SHIAO AREY DIRECTOR 03595932
RANJEET OAK EXECUTIVE DIRECTOR 02803714
Company Secretary
Nandlal Yadav
Auditors
Chaturvedi and Shah
Chartered Accountants,
814/815, Tulsiani Chambers,
212 Nariman Point
Mumbai - 400 021
Registered Address
MOM House, Plot No. 61,
Ramchandra Lane, Kanchpada,
Malad (West), Mumbai - 400 021, INDIA
Email: info@moneyonmobile.in
Website: www.moneyonmobile.in
Tel: +91- 022- 4502 1500
Fax: +91- 022- 4502 1590
NOTICE
NOTICE is hereby given that the 6th Annual General Meeting of the Members of Digital
Payments Processing Limited (the Company) will be held on Monday, September 25, 2017 at
1:00 p.m. at the Registered Office of the Company at MOM House, Plot No. 61, Ramchandra
Lane, Kanchpada, Malad (West), Mumbai – 400064, to transact the following business:
ORDINARY BUSINESS:
1. To receive, consider and adopt the audited financial statements along with Auditors` Report
of the Company for the financial year ended 31st March, 2017 together with the reports of
the Board of Directors and Auditors thereon.
2. To appoint Mr. Scott Shiao Arey (DIN: 03595932) who retires by rotation and being eligible
for reappointment.
3. To ratify the appointment of M/s. Chaturvedi & Shah as Statutory Auditor of the Company.
SPECIAL BUSINESS:
4. TO APPOINT MS. PALLAVI PARIHAR AS AN INDEPENDENT DIRECTOR OF THE

COMPANY:
The members may pass the below resolution as special resolution with or without
modification(s);
“RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with
Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“the
Act”), The Companies (Appointment and Qualification of Directors) Rules, 2014 (including
any statutory modifications or re-enactment(s) thereof for the time being in force), approval
of the members be and is hereby accorded to appoint Ms. Pallavi Parihar (DIN 07911714),
as a Non-executive Independent Women Director of the Company, to hold office for a term
of five years with effect from September 25, 2017.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby
authorized to take all such steps as may be necessary, proper and expedient to give effect
to this Resolution.”
5. TO APPOINT MR. PRADEEP PHADKE AS AN INDEPENDENT DIRECTOR OF THE

COMPANY:
The members may pass the below resolution as special resolution with or without
modification(s);
“RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with
Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“the
Act”), The Companies (Appointment and Qualification of Directors) Rules, 2014 (including
any statutory modifications or re-enactment(s) thereof for the time being in force), approval
of the members be and is hereby accorded to appoint Mr. Pradeep Phadke (DIN
00370609), as a Non-executive Independent Director of the Company, to hold office for a
term of five years with effect from September 25, 2017.
Annual Report 2016-17

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby
authorized to take all such steps as may be necessary, proper and expedient to give effect
to this Resolution.”
By Order of the Board

For Digital Payments Processing Limited
SD/-
Dated: August 31, 2017 Nandlal Yadav

Place: Mumbai Company Secretary
ACS No.: 43027
NOTES:
a) The Statement pursuant to Section 102 of the Companies Act, 2013, which sets out details
relating to Special Businesses at the meeting, is annexed herewith.
b) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO

APPOINT A PROXY/PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF.
SUCH A PROXY/PROXIES NEED NOT BE A MEMBER OF THE COMPANY.
c) A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the
aggregate not more than ten percent of the total share capital of the Company carrying voting
rights. However, a member holding more than ten percent of the total share capital of the
Company carrying voting rights may appoint a single person as proxy and such person shall
not act as proxy for any other shareholder. The instrument of Proxy in order to be effective,
should be deposited at the Registered Office of the Company, duly completed and signed, not
less than 48 hours before the commencement of the meeting. A Proxy form is sent herewith.
Proxies submitted on behalf of the companies, societies etc., must be supported by an
appropriate resolution/authority, as applicable.
d) All documents referred in this Notice and Explanatory Statement annexed thereto are
available for inspection of the Members of the Company at the Registered Office of the
Company at bussiness hours from 10.00 a.m. to 4.00 p.m.
e) The route map of the venue of the meeting is given below:


STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:
ITEM No. 4
Pursuant to the provision of Sec. 149 of the Companies Act, 2013, Cos. (Appt. & Qualification
of Directors) Rules, 2014, the Company is required to have Independent Directors and one
woman Director, therefore to comply the provision of the said act, Ms. Pallavi Parihar may be
appointed as an Independent Director of the Company.
Ms. Pallavi Parihar aged 31 years is practicing Company Secretary since 2008. She is
practicing in corporate laws and Securities Laws. She is having rich experience of around 10
year in the field of Corporate and Securities Laws. She is very renowned guest speaker of
Institute of Company Secretaries of India, New Delhi. Mr. Pallavi Parihar is not a Director in any
other Company.
Ms. Pallavi Parihar vide, her letter dated August 21, 2017 conveyed her consent to act as a
Director of the company and has submitted a declaration that she meets the criteria of
independence under Section 149(6) of the Act, and who is eligible for appointment and in
respect of whom the Company has received a notice in writing from a Member under Section
160 of the Act, signifying his intention to propose the candidature of Ms. Pallavi Parihar (DIN
07911714) for the office of Director.
The Board of Directors of the Company has approved the said matter in its meeting held on 31st
August, 2017 and recommends the resolution as set out at Item No. 4 of the Notice for the
approval of the Members as a Special Resolution.
None of the Directors of the Company is directly/indirectly interested in the above matter.
ITEM No. 5
Pursuant to the provision of Sec. 149 of the Companies Act, 2013, Cos. (Appt. & Qualification
of Directors) Rules, 2014, the Company is required to have Independent Directors, therefore to
comply the provision of the said act, Mr. Pradeep Phadke may be appointed as an Independent
Director of the Company.
Mr. Pradeep Phadke aged 63 years is a highly experienced business manager with extensive
exposure to consumer marketing, High Capex Project sales/Consultative sales in sectors such
as Packaging Solutions, Telecom, Automation, ITES/BPO services, Mobile Payments,
Education and infrastructure sectors. At various stages of career he managed leading Indian
product brands such as Voltas, BPL-Sanyo, Videocon, Hawkins and Bector Automation RML
and top service brands like Aptech education, TringTring and DishnetDSL Internet services,
GTL-BPO and Money-On-Mobile B2B/B2C Mobile wallets based transaction services. High
focus on operations excellence, marketing, people development and branding.
Mr. Pradeep Phadke vide, his letter dated August 21, 2017 conveyed his consent to act as a
Director of the company and has submitted a declaration that he meets the criteria of
independence under Section 149(6) of the Act, and who is eligible for appointment and in
respect of whom the Company has received a notice in writing from a Member under Section
160 of the Act, signifying his intention to propose the candidature of Mr. Pradeep Phadke (DIN
00370609) for the office of Director. Mr. Pradeep Phadke is a Director in M/s. Maha Net
Infrastructure Limited.

The Board of Directors of the Company has approved the said matter in its meeting held on
31st August, 2017 and the Board of Directors recommends the resolution as set out at Item No.
5 of the Notice for the approval of the Members as a Special Resolution.
None of the Directors of the Company is directly/indirectly interested in the above matter.
By Order of the Board

For Digital Payments Processing Limited
SD/-
Dated: August 31, 2017 Nandlal Yadav

Place: Mumbai Company Secretary
ACS No.: 43027

DIRECTORS’ REPORT
To,
The Members,
Your directors have pleasure in presenting their 6th Annual Report on the business and operations
of the Company and the accounts for the Financial Year ended March 31, 2017.
1. FINANCIAL RESULTS:
The directors present the summarized financial results of the Company on a standalone
basis:
Particulars 2016-17 (INR) 2015-16 (INR)
Total Income 677,00,97,461 967,78,68,605

Total Expenditure 697,99,98,204 998,61,18,780
Profit / (Loss) before Tax (20,99,00,743) (30,82,50,175)
Provision for Tax Nil Nil
Profit / (Loss) after Tax (20,99,00,743) (30,82,50,175)
Add: Balance of Profit brought forward (95,35,97,403) (64,53,47,229)
Profit available for appropriation: (116,34,98,146) (95,35,97,403)
Less: Proposed Dividend on Equity Shares Nil Nil
Tax on proposed Dividend Nil Nil
Short Provision of Dividend distribution Tax Nil Nil
of earlier year.
Transfer to Reserves Nil Nil
Profit / (Loss) carried to the Balance Sheet (116,34,98,146) (95,35,97,403
2. DIVIDEND:
Having regard to the business loss, your directors do not recommend any dividend on equity
shares for the Financial Year under review.
3. RESERVES:
The Company has made the following appropriations for the financial year March 31, 2017.
Particulars Amount
(In Rupees)
Securities Premium 89,69,61,017
Add: On issuance of equity shares 9,58,98,960
Total 99,28,59,977
General Reserves Nil

Add: Transfer to capital redemption reserve Nil
Total Nil

Balance of Profit and Loss at the beginning of the year (95,35,97,403)

Net loss for the year (20,99,00,743)
Total (116,34,98,146)
Less: Preference Dividend paid Nil
Less: Dividend distribution Tax paid Nil
Less: Transfer to General Reserve Nil
Profit and Loss Account at end of the year (116,34,98,146)
4. INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY:
The Company has recorded a turnover of Rs 677.00 Crore during the current year, as
compare to Rs. 967.70 Crore during the previous year 2015-16. The loss incurred of Rs.
20.99 Crore as compare to loss of Rs. 30.82 Lac during the previous year 2015-16.
Cash is the preferred mode of transaction in India and only less than half the population
uses banking system for monetary transactions. The demonization initiative has caused a
sudden breakdown in India’s commerce and the unbanked and informal economy is hard hit.
Trade across all aspects of the economy has interrupted.
Due to demonization the Company’s business largely affected. The Company’s turnover
declined around by Rs. 290 crores as compared to previous financial year, however
moderately margin has improved, hence the Company net loss declined by Rs. 10 Crores as
compared to previous financial year. The Company is rigorously putting efforts to recover the
losses and making profitable.
5. MATERIAL CHANGES AND COMMITMENTS BETWEEN END OF FINANCIAL YEAR

AND DATE OF REPORT:
There have been no 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.
6. CHANGE IN BUSINESS:
The Company continues to carry on the business of mobile wallets. There has been no
change in the business of the Company for the period under review.
7. DEPOSITS:
Your Company has not accepted any deposits from the public during the period under
review.
8. DETAILS OF SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES:
During the year under review, the Company did not have any subsidiary, joint venture or
associate company.
9. PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARIES, AND

ASSOCIATES:
This section of the report is not applicable to your Company as it does not have any
subsidiary or associate company.

10. SHARE CAPITAL:
a) Issue of equity shares of the Company:
During the financial year under review, the Company has issued 10,65,554 equity shares.
The details of the same are detailed as under:
Date of Allotment Name of the Number of Face Issue

Shareholder shares Value Price
allotted (In Rs.) (In Rs.)
November 11, 2016 MoneyOnMobile Inc. 8,97,554 10 100
February 2, 2017 MoneyOnMobile Inc. 1,67,990 10 100
Total 10,65,554
b) Issue of sweat equity shares/ ESOP:
During the year under review, the Company has not issued any sweat equity shares/
ESOP to employee/ Directors.
11. DOWNSTREAM INVESTMENTS:
Your Company has not made any downstream investments during the year under review.
12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
During the year 6 (Six) Board Meetings were convened and held on: (i) June 24, 2016;
(ii) September 2, 2016; (iii) October 17, 2016; (iii) November 11, 2016; (iv) December 12,
2017 and (v) February 03, 2017. The intervening gap between the Meetings was within the
period prescribed under the Companies Act, 2013.
The attendance of the Directors at the Board Meeting is as under:
Name of Directors No. of Meetings for which No. of Meetings Attended

entitled to Attend
Mr. Harold Montgomery 6 4
Mr. Scott Arey 6 2
Mr. Ranjeet Oak 5 4
Mr. Rajat Sharma 6 5
Mr. Shashank Joshi 2 0
13. DIRECTORS:
a) During the period under review, Mr. Ranjeet Oak appointed as an additional Director on
July 20, 2016 was confirmed as a Director in the 5th Annual General Meeting held on
September 27, 2016.
b) During the year under review, Mr. Scott Shiao Arey (DIN: 03595932) retire by rotation
and being eligible offers himself for re-appointment.

14. DIRECTOR’S RESPONSIBILITY STATEMENT:
As per the clause (c) of sub-section (3) of Section 134 of the Act, the Directors’ state that:
a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
b) the directors had 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 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 this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis; and
e) the directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
15. FORMAL ANNUAL EVALUATION:
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out the annual
performance evaluation of its own performance, the Directors individually as well as the
evaluation of the working of its Audit, Nomination and Remuneration Committees.
A separate exercise was carried out to evaluate the performance of individual Directors
including the Chairman of the Board, who were evaluated on parameters such as level of
engagement and contribution, independence of judgment, safeguarding the interest of the
Company. The performance evaluation of the Non-executive and Independent Directors was
carried out by the entire Board. All the Non-executive and Independent Directors are eminent
personalities having wide experience in the field of business, industry and administration.
Their presence on the Board is advantageous and fruitful in taking business decisions. The
Directors expressed their satisfaction with the evaluation process.
The amended Policy for appointment of Directors and Senior Management Employees and
their Remuneration is annexed as Annexure – I.
16. PARTICULARS OF EMPLOYEES:
As the Company is an unlisted company, the Company is not required to disclose the details
of employee remuneration in this Report.
17. PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS UNDER SECTION 186:
During the year under review, the Company has not granted any loans, or given any
guarantee or provided security or acquired by way of subscription, purchase or otherwise the
securities of any other body corporate except below;
The Company has purchased 2,62,800 equity shares having face value of Rs. 10 each of My
Mobile Payments Limited.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of every contract or arrangements entered into by the Company with related
parties as per section 188(1) of the Act have been disclosed in Form No. AOC -2 annexed
as Annexure II.
19. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE EARNINGS AND OUTGO:
In view of the nature of operations of your Company, the provisions relating to technology
absorption and conservation of energy are not applicable.
Foreign exchange earnings and outgo (including dividend) during the year under review
were:
a) Earnings: There are no Foreign exchange earnings during the year under review; and
b) Outgo: Rs. 1,78,506 /-
20. CORPORATE SOCIAL RESPONSIBILITY:
The Company is not required to constitute a Corporate Social Responsibility Committee as it

does not fall within purview of Section 135(1) of the Act and hence it is not required to
formulate policy on corporate social responsibility.
21. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Audit function is defined
in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit
function reports to the Chairman of the Audit Committee of the Board.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control
system in the Company, its compliance with operating systems, accounting procedures and
policies of the Company.
Based on the report of internal audit function, process owners undertake corrective action in
their respective areas and thereby strengthen the controls. Significant audit observations
and recommendations along with corrective actions thereon are presented to the Audit
Committee of the Board. The Internal financial controls with reference to the financial
statements were adequate and operating effectively.
22. RISK MANAGEMENT:
The Company has in place a mechanism to identify, assess, monitor and mitigate various
risks to key business objectives. The Company’s insurable assets like server, computer
equipment, office equipment, furniture and fixtures, etc. have been adequately insured
against major risks.
23. VIGIL MECHANISM:
The Company is not required to constitute a vigil mechanism as it has not crossed the
threshold limit prescribed under the Act.

24. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at its workplace and has adopted
a Policy on prevention, prohibition and redressal of sexual harassment at the workplace in
line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and
redressal of complaints of sexual harassment at workplace.
During the year under review the Company has not received any complaints on sexual
harassment.
25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:
During the year under review, no significant material orders were passed by the regulators
or courts or tribunals impacting the going concern status and the Company’s operations.
26. STATUTORY AUDITORS:
M/s Chaturvedi & Shah., Chartered Accountants, Mumbai, having registration number
101720W were appointed by the shareholders at the Third Annual General Meeting to hold
office until the conclusion of the Eighth Annual General Meeting.
Pursuant to the provisions of Section 139 and all other applicable provisions of the Act read
with Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014 (including any statutory
modification(s) or re-enactment thereof for the time being in force), the appointment of the
M/s. Chaturvedi & Shah, Chartered Accountants, having registration number 101720W will
require to be ratified at the ensuing Annual General Meeting.
27. AUDITOR’S OBSERVATION & REPLY
Sr. Statutory Auditor’s observation Reply

No.
1. The Company has not maintained proper records The Company was in the process
showing full particulars including quantitative of shifting its Registered office and
details and situation of fixed assets on the basis operations since the last year.
of available information. During the year the Company has
completed its shifting the Office in
its own Building situated at Malad.
As it is normal, the shifting took a
lot of time. From the current
financial year the Company has
begun the process of quantifying
the fixed Assets maintaining the
proper record of fixed assets.
2. As explained to us, the company has not done During the year under review, the
physical verification of fixed assets in a phased Company has shifted completely its
periodical manner, during the year. Registered Office in its own
Building situated at Malad. As it is
Normal the shifting took lot of time.
However during the current
financial year the Company has

begun the process of quantifying

the fixed Assets to maintain the
proper record of fixed assets.
3. The Company has instituted controls over As we understand that the M-wallet
approvals of purchase of prepaid talk/air time business is very dynamic and
balances and discount to be given to frequent changing of promotional
distributors/retailers that requires the approvals schemes, which is required to
of higher levels of management who can sustain in the Market. All such
override the controls. Company does not changes in discount / pricing rates
maintain the documentary evidence of the are done through proper approvals
approvals for such transaction. This could and mails. However, the same
potentially result in the material misstatement of have not been documented in a
purchases and inventory balances. Register on specific dates.
It is decided that the Company

shall hereinafter properly document
the same and keep a
physical/digital log book of all such
changes along with approvals and
confirmations for the same to
ensure that the same can be
checked / maintained in manner is
that is to the satisfaction to the
Statutory Auditors.
4. The Company did not have the adequate internal As the Statutory Auditor advised to
control over the sales transactions with regard to enhance the control over the
reconciliation of sale to prepaid talk/air time to reconciliation of sales to prepaid
customer wallets on periodical basis. This could talk/air time to consumer wallets.
potentially result in material misstatement of The management has agreed to
sales and wallet balances. put more check points and
documentation as per the
suggestions of the Auditors to
avoid any material misstatement of
sales and wallet balance and
strengthen the internal control over
the sales transactions.
5. The Company did not have adequate internal It is ensured by the Management
control over the credit sales for establishing the that for giving credit sales,
credit limits and terms for sales which could verification process has been
result in the Company recognizing revenue conducted and approval is
without establishing reasonable certainly of obtained from the senior
ultimate collection. management.
All such approval have been taken
on mails. However, the same have
not been documented in a Register
on specific dates.
It is decided that the Company
shall hereinafter properly document
the same and keep a
physical/digital log book of all such
credit sale along with approvals
and confirmations for the same to
ensure that the same can be

checked / maintained in manner is

that is to the satisfaction to the
Statutory Auditors.
28. EXTRACT OF THE ANNUAL RETURN:
The extract of the annual return has been annexed with this report in Form MGT 9 as
Annexure III.
29. SECRETARIAL AUDIT REPORT:
A Secretarial Audit Report given by M/s. Z. M. Shaikh & Associates, Company Secretaries
has been annexed with the Report as Annexure IV.
30. OBSERVATION OF SECRETARIAL AUDIT REPORT:
Sr. Secretarial Auditor’s observation Reply

No.
1 The Company has not appointed The Company was in process to find
Independent Directors. suitable candidate and pursuant to the
Provision of Section 149 of the
Companies Act, 2013 the Board in its
Meeting held on 31st August, 2017 has
recommend the appointment of Ms.
Pallavi Parihar and Mr. Pradeep Phadke
as an Independent Directors in the
Annual General Meeting to be held on
September 25, 2017.
2 The Company has not appointed The Company was in process to find
Women Director. suitable candidate and pursuant to the
Provision of Section 149 of the
Companies Act, 2013 the Board in its
Meeting held on 31st August, 2017 has
recommend the appointment of Ms.
Pallavi Parihar as Women Director of the
Company in the Annual General Meeting
to be held on September 25, 2017.
3 No proper composition of Audit, The composition of Committees is not
Remuneration and Nomination proper due to non-appointment of
Committee because of non- Independent Directors. Now, the same
appointment of Independent Directors. will be complied after appointment of
Independent Directors i.e. September
25, 2017
4 The Company has not filed Advance The delay was unintentional. The Board
Reporting and FC-GPR within the ensured that the Company will follow the
stipulated time with RBI. instruction of RBI for the said delayed
compliance.
5 The Company has made an Investment Inadvertently, the Investment has made
on 01/07/2016, 27/09/2016 and by the Company without the approval of
28/03/2017 at My Mobile Payment the Board, however the same is ratified
Limited but no board approval has unanimously by the Board of Directors at
taken as per sec 186 of Companies Act its Meeting held on July 14, 2017.
2013, However, advised the

management of the Company to take

active steps to comply with the required
norms of the said provision of the Act.
31. ACKNOWLEDGEMENTS:
Your Directors wish to record their sincere appreciation of the services rendered by the
employees of the Company. They are also grateful to the Government of India, Bankers,
and Customers of the Company for their continued and valuable support.
For and on behalf of the Board

Digital Payments Processing Limited
Date: 31st August, 2017 Rajat Kumar Sharma Ranjeet Oak

Place: Mumbai Executive Director Executive Director
DIN: 03024125 DIN: 02803714

Annexure - I
Policy for appointment of Directors and Senior Management Employees and their
Remuneration
1. Objective:
The objective of remuneration policy is to attract, motivate and retain qualified and
expert individuals that the Company needs in order to achieve its strategic and
operational objectives, whilst acknowledging the societal context around remuneration
and recognizing the interests of the Company’s stakeholders.
2. The Nomination & Remuneration Committee:

The Nomination & Remuneration Committee (Committee) is responsible for formulating
and making the necessary amendments to the Remuneration Policy for the Directors
and Senior Executives of the Company from time to time.
3. Appointment:
The Non-Executive Directors shall be of high integrity with relevant expertise and
experience so as to have a diverse Board with Directors having expertise in the fields
of marketing, finance, taxation, law, governance and general management.
In case of appointment of Independent Directors, the Committee shall satisfy itself with
regard to the independent nature of the Directors vis-à-vis the Company so as to
enable the Board to discharge its function and duties effectively. The Committee shall
ensure that the candidate identified for appointment as a Director is not disqualified for
appointment under Section 164 of the Companies Act, 2013. The Committee shall
consider the following attributes / criteria, whilst recommending to the Board the
candidature for appointment as Director:
i. Qualification, expertise and experience of the Directors in their respective fields;

ii. Personal, Professional or business standing;
iii. Diversity of the Board.
In case of re-appointment of Non-Executive Directors, the Board shall take into

consideration the performance evaluation of the Director and his engagement level.
CEO & Executive Director - Criteria for selection / appointment For the purpose of
selection of the CEO & ED, the Committee shall identify persons of integrity who
possess relevant expertise, experience and leadership qualities required for the
position and shall take into consideration recommendation, if any, received from any
member of the Board.
The Committee will also ensure that the incumbent fulfills such other criteria with regard
to age and other qualifications as laid down under the Companies Act, 2013 or other
applicable laws.
4. Remuneration:
The Non-Executive Directors may receive remuneration by way of sitting fees,
reimbursement of expenses for participation in the Board meetings. A Non-Executive
Director shall be entitled to receive sitting fees for each meeting of the Board attended
by him, of such sum as may be approved by the Board of Directors within the overall
limits prescribed under the Companies Act, 2013 and The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.

Remuneration for the CEO & Executive Director At the time of appointment or re-
appointment, the CEO & Executive Director shall be paid such remuneration as may be
mutually agreed between the Company (which includes the Committee and the Board
of Directors) and the CEO & Executive Director within the overall limits prescribed
under the Companies Act, 2013. The remuneration shall be subject to the approval of
the Members of the Company in General Meeting.
The remuneration of the CEO & Executive Director may comprise fixed and variable
component. The fixed component may comprise salary, allowances, perquisites,
amenities and retrial benefits and variable component includes performance pay.
5. Remuneration for the Senior Management Employees:

In determining the remuneration of the Senior Management Employees (just one level
below the Board) the Committee shall ensure the relationship of remuneration and
performance benchmark is clear.
The Executive Director will carry out the individual performance review based on the
standard appraisal matrix and shall take into account the appraisal score card and
other factors mentioned herein-above, whilst recommending the annual increment, if
any and performance incentive, to the Committee for its review and approval.


DIN: 03024125 DIN: 02803714

ANNEXURE II
FORM AOC-2
Form of disclosure pursuant to clause (h) of sub-section (3) of section 134 of the Act and
Rule 8(2) of the Companies (Accounts) Rules, 2014:
Form for disclosure of particulars of contracts/arrangements entered into by the company with
related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including
certain arm’s length transactions under third proviso thereto.
1. Details of contracts or arrangements or transactions not at arm’s length basis – Not

Applicable
2. Details of material contracts or arrangement or transactions at arm’s length basis:
Sr. Name(s) of Nature of contracts/ Amount Duration of Salient terms of the Amount
No. the related arrangements/ the contracts/ contract/ paid as
party and transactions arrangements arrangement/ advance
nature of / transactions transaction s, if any
relationship
1. My Mobile Interest Paid 2,07,07,035 7 Years from MMPL hereby grants Nil
Payments Airtime Purchase 666,32,88,178 the date of an irrevocable,
Limited Service Charge Paid 1,81,35,101 Service exclusive and
Rent Paid 90,00,000 Agreement perpetual license in
dated 31st favour of DPPL to
March, 2015 use the MMPL
executed Software and IP
between the Rights. MMPL further
Company undertakes that it
and Digital shall not during the
Payments Tenure, sub-license,
Processing pledge, alienate,
Limited. encumber or create
any third party rights
or interests in the
MMPL Software and
IP Rights.
Transactions at arm’s
length basis


DIN: 03024125 DIN: 02803714

ANNEXURE III
Form No. MGT-9
EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON MARCH 31,

2017:
[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014]
I. Registration and other details:
Sr. Particulars Details

No.
i. CIN U74120MH2012PLC227020
ii. Registration Date 16.02.2012
iii. Name of the Company Digital Payments Processing Limited
iv. Category / Sub-Category of the Company Limited by Shares
Company
v. Address of the Registered office and MOM House, Plot No. 61, Ramchandra Lane,
contact details Kanchpada, Malad (West), Mumbai- 400064,
Maharashtra, India.
vi. Whether listed Company No
vii. Name, Address and Contact details of Not applicable
Registrar and Transfer Agent, if any.
II. Principal business activities of the Company:
All the business activities contributing 10% or more of the total turnover of the company shall be
stated:-
Sr. Name and Description of NIC Code of the % to total turnover of

No. main products/ services Product/ service the company
1 Mobile Wallet 822 100%

(as per NIC Code 2008)
III. Particulars of holding, subsidiary and associate companies:
Sr. Name and CIN/GLN Holding/ % of Applicable

No. Address of Subsidiary shares Section
the /Associate held
Company
1. Money On Not Applicable Holding Company 74.60% Section 2
Mobile., (46) of
U.S.A. Companies
Act, 2013

IV. Share Holding Pattern (Equity Share Capital Breakup as percentage of Total Equity):
Category of No. of Shares held at the beginning No. of Shares held at the end of the %
Shareholders of the year year Change
during
The
year
Demat Physical Total % of Demat Physical Total % of
Total Total
Share Share
s s
A. Promoter
1) Indian
a) Individual/ HUF - 6,79,250 6,79,250 15.08 - 6,79,250 6,79,250 12.20 (2.88)
b) Central Govt - - - - - - - - -
c) State Govt(s) - - - - - - - - -
d) Bodies Corp - - - - - - - - -
e) Banks / FI - - - - - - - - -
f) Any Other - - - - - - - - -
- -
Sub-total(A)(1):-
2) Foreign - -
g) NRIs-Individuals - - - - - - - - -
h) Other-Individuals - - - - - - - - -
i) Bodies Corp. - - - - - - - - -
j) Banks / FI - - - - - - - - -
k) Any Other…. - - - - - - - - -
Sub-total(A)(2):- 6,79,250 6,79,250 15.08 - 6,79,250 6,79,250 12.20 (2.88)

B. Public
Shareholding
1. Institutions
a) Mutual Funds
b) Banks / FI - - - - - - - - -
c) Central Govt - - - - - - - - -
d) State Govt (s) - - - - - - - - -
e) Venture Capital - - - - - - - - -
Funds
f) Insurance - - - - - - - - -
Companies
g) FIIs - - - - - - - - -
h) Foreign Venture - - - - - - - - -
Capital Funds
i) Others (specify) - - - - - - - - -
- - - - - - - -
Sub-total (B)(1)
2. Non Institutions
a) Bodies Corp.
(i) Indian - - - - - - - - -
(ii) Overseas - 34,53,385 34,53,385 76.69 - 46,04,761 46,04,761 82.69 6.00
b) Individuals
(i) Individual

shareholders - - - - - - - - -
holding nominal
share capital upto
Rs. 1 lakh
(ii) Individual
shareholders - 3,70,602 3,70,602 8.23 - 2,84,770 2,84,770 5.11 (3.12)
holding nominal
share capital in
excess of Rs 1
lakh
- 38,23,987 38,23,987 82.92 - 48,89,531 48,89,531 84.92 2.00
Sub-total(B)(2)
C. Others - - - - - - - - -
(Partnership
firm)
- - - - - - - - -
TotalPublicSharehol
ding (B)=(B)(1)+
(B)(2)+C
Shares held by - - - - - - - - -
Custodian for
GDRs &ADRs
Grand Total - 45,03,237 45,03,237 100 - 55,68,781 55,68,781 100 -
(A+B+C)
V. Share Holding is provided below:
i. Shareholding of Promoters:
Sr. Shareholder’s Shareholding at the Shareholding at the end of the

No Name beginning of the year year
No. of % of %of No. of % of total %of *%
Shares total Shares Shares equity Share chan
equity Pledged shares s ge in
shares / of the Pledg share
of the encumb compan ed / holdi
compa ered to y encum ng
ny total bered durin
shares to total g the
shares year
1. Shashank Joshi 501,800 11.14 - 501,800 9.01 - (2.13)
2. Jolly Mathur 38,025 0.84 - 38,025 0.68 - (0.16)
3. Ranjeet Oak 12,675 0.28 - 12,675 0.23 - (0.05)
4. Rajat Sharma 48,200 1.07 - 48,200 0.87 - (0.20)
5. Sanjay Malik 38,025 0.84 - 38,025 0.68 - (0.16)
6. Sushil Poddar 38,025 0.84 - 38,025 0.68 - (0.16)
7. Ravi Subramanian 2,500 0.06 - 2,500 0.04 - (0.02)
Total 6,79,250 15.08 - 6,79,250 12.20 - (2.88)
* The Company has issued 10,65,544 Equity Shares during the year and due to which the
individual percentage has been diluted.

ii. Change in Promoters’ Shareholding (please specify, if there is no change): No Change
Sr. Shareholding at the Cumulative

no beginning of the year Shareholding during
the year
No. of % of total No. of % of total
shares shares of share shares of the
the s company
company
1. At the beginning of the year
2. Date wise Increase / Decrease in
Promoters Shareholding during the year
specifying the reasons for increase/
decrease (e.g. allotment / transfer /
bonus/ sweat equity etc.)
3. At the End of the year
VI. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters &
Holders of GDRs & ADRs)
Sl. Shareholding at the end of Cumulative Shareholding

No the year during the year
For Each of the Top 10 No. of shares % of total No of shares % of total
Shareholders shares of the shares of the
company company
1. MoneyOnMobile Inc. - - - -
- At the beginning of the year 30,03,006 66.69 - -
- Allotment on 11.11.2016 8,97,554 16.62 39,00,560 72.22
- Transfer on 11.11.2016 85,832 1.59 39,86,392 73.81
- Allotment of 3.02.2017 1,67,990 3.02 41,54,382 74.60
- At the end of the year 41,54,382 74.60
2. Mr. Mark Houghton Berry - - - -

- At the beginning of the year 85,832 1.91 - -
- Transfer on 11.11.2016 (85,832) 1.91 - -
- At the end of the year - -
3. Mr. Bobby B. Lyle - - - -

- At the end of the year 88,028 1.58
4. Mr. Michael Barish - - - -

5. M/s. Hall MOM LLC. - - - -


VII. Shareholding of Director and KMP:
Sl. Shareholding at the end of Cumulative Shareholding

No the year during the year
For Each of the Directors & No. of shares % of total No of shares % of total
KMP shares of the shares of the
company company
3. Mr. Rajat Kumar Sharma - - - -
4. Mr. Ranjeet Oak - - - -

VIII.Indebtedness:
Indebtedness of the Company including interest outstanding/accrued but not due for payment:
Secured Loans Unsecured Deposits Total
excluding Loans Indebtedness
deposits
Indebtedness at the beginning of the
financial year
i) Principal Amount Nil Nil Nil Nil
ii) Interest due but not paid Nil Nil Nil Nil
iii) Interest accrued but not paid Nil Nil Nil Nil
Total (i+ii+iii) Nil Nil Nil Nil
Change in Indebtedness during the
financial year
- Addition Nil Nil Nil Nil
- Reduction Nil Nil Nil Nil
Net Change Nil Nil Nil Nil
Indebtedness at the
end of the financial year
i) Principal Amount
ii) Interest due but not paid iii) Interest Nil Nil Nil Nil
accrued but not due
Total (i+ii+iii) Nil Nil Nil Nil
IX.Remuneration of directors and key managerial personnel:
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
Sl. Particulars of Remuneration Name of MD/WTD/ Manager Total

No. Mr. Rajat Kumar Amount
Mr. Ranjeet Oak (INR)
Sharma
1. Gross salary 34,83,000 64,11,600 98,94,600
(a) Salary as per provisions contained in -- -- --

section 17(1) of the Income-tax

Act,1961
(b) Value of perquisites u/s 17(2) -- -- --
Income-tax Act,1961
(c) Profits in lieu of salary under section
17(3) Income- tax Act,1961 -- -- --
2. Stock Option -- -- --
3. Sweat Equity -- -- --
4. Commission -- -- --
- as % of profit
- Others, specify
5. Others, please specify -- -- --
6. Total (A) 34,83,000 64,11,600 98,94,600
Ceiling as per the Act Rs. 1,20,00,000 (Annual remuneration of each Executive
Director as per Section II of Part II of schedule V)
B. Remuneration to other directors:
Sl. Particulars of Remuneration Name of MD/WTD/ Total

No. Manager Amount
1. Independent Directors -- -- -- -- --
·Fee for attending board committee
meetings
·Commission
·Others, please specify
Total(1) -- -- -- -- --
2. Other Non-Executive Directors -- -- -- -- --
·Fee for attending board committee
meetings
·Commission
·Others, please specify
Total(2) -- -- -- -- --
Total(B)=(1+2) -- -- -- -- --
Total Managerial Remuneration -- -- -- -- --
Overall Ceiling as per the Act -- -- -- -- --
C. Remuneration to Key Managerial Personnel Other Than MD/Manager/WTD:

Sl. Particulars of Key Managerial Personnel
no. Remuneration
CEO Company CFO Total
Secretary
(Nandlal
Yadav)
1. Gross salary (per annum) -- 4,80,000 -- 4,80,000
(a) Salary as per provisions
contained in section17(1) of
the Income-tax Act,1961
(b) Value of perquisites u/s 17(2)
Income-taxAct,1961
(c) Profits in lieu of salary under
section17(3) of Income-

taxAct,1961
2. Stock Option -- -- -- --
3. Sweat Equity -- -- -- --
4. Commission -- -- -- --
- as % of profit
-others, specify
5. Others, please specify -- -- -- --
6. Total -- 4,80,000 -- 4,80,000
X.Penalties/Punishment/Compounding of Offences:
Type Section of Brief Details of Penalty/ Authority[R Appeal

the description Punishment/Com D/NCLT/Co made. If
companie pounding fees urt] any(give
s Act imposed details)
A. Company
Penalty
Punishment
Compounding
B. Directors
Penalty
Punishment
Compounding
C. Other Officers In Default
Penalty
Punishment
Compounding


DIN: 03024125 DIN: 02803714

Annexure -IV
Secretarial Audit Report
FORM NO. MR-3
(For the period 31st March, 2017)
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members
(U74120MH2012PLC227020)
We have conducted the secretarial audit of the compliance of applicable statutory provisions and
the adherence to good corporate practices by DIGITAL PAYMENTS PROCESSING LIMITED
(hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a
reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my
opinion thereon.
Based on our verification of the books, papers, minute books, forms and returns filed and other
records maintained by the Company and also the information provided by the Company, its
officers, agents and authorized representatives during the conduct of secretarial audit, we hereby
report that in our opinion, the Company has, during the audit period ended on 31st March, 2017
complied with the statutory provisions listed hereunder and also that the Company has proper
Board-processes and compliance-mechanism in place to the extent, in the manner and subject to
the reporting made hereinafter:
1. We have examined the books, papers, minute books, forms and returns filed and other records
maintained by DIGITAL PAYMENTS PROCESSING LIMITED (“The Company”) for the
period ended on 31st March, 2017 according to the provisions of:
i. The Companies Act, 2013 (the Act) and the Rules made thereunder;
ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made
thereunder; not applicable;
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; not
applicable;
iv. Foreign Exchange Management Act, 1999 and the Rules and Regulations made
thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and
External Commercial Borrowings;
v. The following Regulations and Guidelines prescribed under the Securities and Exchange
Board of India Act, 1992 (‘SEBI Act’) to the extent applicable to the Company:-
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011; not applicable as the Company did not acquired any
shares and takeover any other company during the financial year under review

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
1992; not applicable during the Audit period
c. The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009; - not applicable as the Company did not issue
any security during the financial year under review;
d. The Securities and Exchange Board of India (Employee Stock Exchange Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999; - not applicable as the
Company has not granted any Option to employees during the financial year
under review;
e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulation, 2008; - not applicable as the Company has not issued any debt
securities during the financial year under review;
f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer
Agents) Regulations, 1993 regarding the Companies Act and dealing with client; not
applicable to the Company during the Audit period
g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,
2009; - not applicable as the Company has not delisted its equity shares from any
stock exchange during the financial year under review;
h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;
- not applicable as the Company has not bought back any of its securities during
the financial year under review;
vi. Other laws specifically applicable to the Company as per representation made by
the Company are as follows:
a. The Shop & Establishment Act, 1948 and the rules made thereunder
b. Payment of Gratuity Act, 1972 and the rules made thereunder
c. The Sexual Harassment of Women at Workplace (prevention, prohibition and
redressal) Act, 2013 and the rules made thereunder;
d. Employees Provident Fund Act, 1952 and Miscellaneous Provision Act 1952 and the
rules made thereunder;
e. Employees State Insurance Act, 1948
f. Professional Tax Act, 1975
2. We have also examined compliance with the applicable clauses of the following:
i) Secretarial Standards issued by The Institute of Company Secretaries of India. (only SS1
and SS2 applicable to the Company other standard not notified hence not applicable to the
Company)
ii) The Listing Agreements entered into by the Company with the BSE Limited, National Stock
Exchange of India Limited. (not applicable)

iii) The SEBI (Listing Regulations & Disclosure Requirements) Regulations, 2015 which were
effective from 1st December, 2015. (not applicable)
During the period under review the Company has complied with the provision of the Act,
Rules, Regulation, Guidelines, Standards, etc. Mentioned above subject to the following
observations:
1. The Company has not appointed Independent Directors.

2. The Company has not appointed Women Director.
3. No proper composition of Audit, Remuneration and Nomination Committee because of
non-appointment of Independent Directors.
4. The Company has not filed Advance Reporting and FC-GPR within the stipulated time
with RBI.
5. The Company has made an Investment on 01/07/2016, 27/09/2016 and 28/03/2017 at My
Mobile Payment Limited but no board approval has taken as per sec 186 of Companies
Act 2013, However, advised the management of the Company to take active steps to
comply with the required norms of the said provision of the Act.
6. We are unable to express our opinion in respect to the accounts and financial statement
of the company as the company was not able to provide the Audited financial statements
for the financial year 2016-17 on the date of the signing of Secretarial Audit Report.
4. We further report that:
a) The Board of Directors of the Company is not duly constituted with improper balance of
Independent Directors and Women Director. The changes in the composition of the
Board of Directors that took place during the period under review were carried out in
compliance with the provisions of the Act.
b) Adequate notice is given to all directors to schedule the Board Meetings, agenda and
detailed notes on agenda were sent at least seven days in advance, and a system
exists for seeking and obtaining further information and clarifications on the agenda
items before the meeting and for meaningful participation at the meeting.
c) Majority decision is carried through while the dissenting members’ views are captured
and recorded as part of the minutes.
d) The Company has obtained all necessary approvals under the various provisions of the
Act;
e) There was no prosecution initiated and no fines (except for the additional fee paid by
the Company for delay in filing of the necessary eForms with the Ministry of Corporate
Affairs) or penalties were imposed during the year under review under the Act, SEBI

Act, SCRA, Depositories Act, Listing Agreement, Listing Regulations and Guidelines
framed under these Acts against / on the Company, its Directors and Officers.
f) The Directors have complied with the disclosure requirements in respect of their
eligibility of appointment, their being independent and compliance with the Code of
Business Conduct & Ethics for Directors and Management Personnel;
g) The Company has complied with the provisions of the FEMA, 1999 (except the return
has not filed within stipulated time) and the Rules and Regulations made under that Act
to the extent applicable.
5. We have relied on the information and representation made by the Company and its
Officers for system and mechanism formed by the company for compliances under the
applicable Acts, Laws and Regulation to the Company.
6. We further report that compliance of applicable financial law including Direct and Indirect
Tax laws by the Company has not been reviewed in this Audit since the same has been
subject to review by the Statutory Auditors and other designated professionals.
7. We further report that during the Audit period there was an instance of Private Placement
for 897,554 equity shares on 11/11/2016 the company has filed the necessary forms to the
ROC.
8. We further report that during the Audit period there was an instance of Right Issue of equity
shares on 12/12/2016 the company has offered 186,234 equity shares but only 167,990
shares subscribed by the existing shareholder.
9. I further report that based on the information received and records maintained there are
adequate systems and process in the Company commensurate with the size and operation
of the Company to monitor and ensure compliance with applicable laws, rules, regulation
and guidelines
Place: Mumbai
Date: 20th May, 2017
For Z. M. Shaikh & Associates
Zaheeruddin Shaikh
Proprietor
ACS No: 38731
C P No: 14443
*This report is to be read with our letter of even date which is annexed as ’Annexure
A’ and forms an integral part of this report.

Annexure A
To,
The Members
(U74120MH2012PLC227020)
MOM House, Plot No. 61, Ramchandra Lane, Kanchpada,
Malad (W), Mumbai – 400064
Our report of even date is to be read along with this letter.
a. Maintenance of secretarial record is the responsibility of the management of the Company.

Our responsibility is to express an opinion on these secretarial records based on our audit.
b. We have followed the audit practices and processes as were appropriate to obtain
reasonable assurance about the correctness of the contents of the secretarial records. The
verification was done on test basis to ensure that correct facts are reflected in secretarial
records. We believe that the processes and practices, we followed provide a reasonable
basis for our opinion.
c. We have not verified the correctness and appropriateness of financial records and Books
of Accounts of the Company.
d. Where ever required, we have obtained the Management representation about the
compliance of laws, rules and regulations and happening of events etc.
e. The compliance of the provisions of Corporate and other applicable laws, rules,
regulations, standards is the responsibility of management. Our examination was limited to
the verification of procedures on test basis.
f. The Secretarial Audit report is neither an assurance as to future viability of the Company
nor of the efficacy or effectiveness with which the management has conducted the affairs
of the Company.
g. We have reported in our audit report, only those non-compliances, especially in respect of
filling of applicable forms/documents, which, in my opinions, are material and having major
bearing of on financials of the Company.
Place: Mumbai
Date: 20th May, 2017
For Z. M. Shaikh & Associates
Zaheeruddin Shaikh
Proprietor
ACS No: 38731
C P No: 14443

INDEPENDENT AUDITOR’S REPORT
To the Members of Digital Payments Processing Limited

Report on the Financial Statements
We have audited the accompanying standalone financial statements of Digital Payments

Processing Limited (“the Company”), which comprise the Balance Sheet as at 31st March, 2017,
and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a
summary of significant accounting policies and other explanatory information.
Management’s Responsibility for the Financial Statements
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the
Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial
statements that give a true and fair view of the financial position, financial performance and cash
flows of the company in accordance with the accounting principles generally accepted in India,
including the Accounting Standards specified under section 133 of the Act, read with rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate
accounting records in accordance with the provision of the Act for safeguarding the assets of the
Company and for preventing and detecting frauds and other irregularities; selection and
application of the appropriate accounting policies; making judgements and estimates that are
reasonable and prudent; and design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and fair presentation of the financial statements
that give a true and fair view and are free from material misstatement, whether due to fraud or
error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these standalone financial statements based on our
audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report under the provisions of the Act and
the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section
143(10) of the Act. Those standards require that we comply with ethical requirements and plan
and perform the audit to obtain reasonable assurance about whether the financial statements are
free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial statements. The procedures selected depend on the auditor’s
judgement, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, the auditor considers
internal financial control relevant to the Company’s preparation of the financial statements that
give a true and fair view in order to design audit procedures that are appropriate in the
circumstances. An audit also includes evaluating the appropriateness of accounting policies used
and the reasonableness of the accounting estimates made by the Company’s Directors, as well as
evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion on the standalone financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid financial statements give the information required by the Act in the manner so required
and give a true and fair view in conformity with the accounting principles generally accepted in
India, of the state of affairs of the Company as at 31st March, 2017, and its loss and its cash flows
for the year ended on that date.
Matter of Emphasis :
As stated in note no. 29 of the accompanying financial statements, Company has receivable of
Rs.23,56,60,296/- due from a fellow subsidiary and Rs. 1,54,82,025/- from other parties which are
outstanding for more than one year. Based on the comfort of the holding company and the
discussion with the other parties, the management has considered these receivables as good of
recovery and no provision has been made.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the
Central Government of India in terms of sub-section (11) of section 143 of the Act , we give in
the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the
Company so far as appears from our examination of those books.
c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by
this report are in agreement with the books of account.
d) In our opinion, the aforesaid financial statements comply with the accounting standards
specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014.
e) On the basis of written representations received from the directors as on 31st March, 2017
taken on record by the Board of Directors, none of the directors are disqualified as on 31st
March, 2017, from being appointed as a director in terms of section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the
Company and the operating effectiveness of such controls, refer to our separate Report in
“Annexure B”.
g) With respect to the other matters to be included in the Auditor’s Report in accordance with
Rules 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best
of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in
its financial statements – Refer Note 28 to the financial statements.

ii. The Company did not have any material foreseeable losses on long-term contracts
including derivative contracts that require provision under any law or accounting
standards for which there were any material foreseeable losses.
iii. There were no amounts which are required to be transferred to the Investor Education
and Protection Fund by the Company during the year.
iv. The Company has provided requisite disclosures in the Standalone financial statements
as regards to its holdings and dealings in Specified Bank Notes as defined in the
Notification S.O. 3407 (E) dated 8th November, 2016 of the Ministry of Finance, during
the period from 8th November, 2016 to 30th December, 2016. Based on audit procedure
performed and representations provided to us by the management, we report that the
disclosures are in accordance with the books of account maintained by the Company
and as produced to us by the management.
For Chaturvedi & Shah

Chartered Accountants
Registration no. 101720W
Jignesh Mehta
Partner
Membership No.: 102749
Place : Mumbai
Date : 31st August, 2017

“Annexure A” to Independent Auditors’ Report referred to in Paragraph 1 under the
heading of “Report on other legal and regulatory requirements” of our report of even date.
1) In respect of its fixed assets :
a) The Company has not maintained proper records showing full particulars including
quantitative details and situation of fixed assets on the basis of available information.
b) As explained to us, the company has not done physical verification of fixed assets in a
phased periodical manner, during the year.
c) As the Company has no immovable assets during the year, clause (c) (i) of paragraph 3
of the Order is not applicable to the company.
2) In respect of its inventories of pre-paid talk time/airtime/tickets :
As explained to us, the Company is engaged in the business of dealing in Bus tickets/railway
tickets, which is in a digital form and can’t be verified.
In respect of its inventories of SIM cards & Dongles:
As explained to us, the physical verification of the inventories have been conducted at
reasonable intervals by the management, which in our opinion is reasonable, having regard
to the size of the Company and nature of its inventories. No material discrepancies were
noticed on such physical verification.
3) The company has not granted and loan, secured or unsecured to companies, firm or other
parties covered in the register maintained under section 189 of the Act. Therefore, the
provision of Clause (iii) of paragraph 3 of the Order is not applicable to the company.
4) In respect of loans, investments, guarantees and security, the Company has complied with
the provisions of section 185 and 186 of the Act.
5) According to the information and explanations given to us, the Company has not accepted
any deposits within the meaning of provisions of sections 73 to 76 or any other relevant
provisions of the Act and the rules framed there under. Therefore, the clause (v) of
paragraph 3 of the Order is not applicable to the Company.
6) To the best of our knowledge and explanations given to us, the Central Government has not
prescribed the maintenance of cost records under sub section (1) of Section 148 of the Act
in respect of the activities undertaken by the Company.
7) In respect of Statutory dues :

a) According to the records of the Company, undisputed statutory dues including provident
fund, employees’ state insurance, income tax, sales tax, service tax, duty of customs,
duty of excise, value added tax, cess and any other statutory dues have been regularly
deposited with appropriate authorities. According to the information and explanations
given to us, no undisputed amounts payable in respect of the aforesaid dues, were
outstanding as at March 31, 2017 for a period of more than six months from the date
they became payable Except following:
Name of the Statue Nature of the Dues Amount

Income Tax Act, 1961 Tax Deducted at Source 6,29,224/-

b) According to the information and explanations given to us, there are no dues of income
tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess on
account of any dispute, which have not been deposited.
8) In our opinion and according to information and explanations given to us, the company has
not defaulted in repayment of loans and borrowings to a financial institution or bank or to
government or dues to debenture holders of the company.
9) The company has not raised money by way of initial public offer or further public offer
(including debt instruments) or term Loan and hence clause (ix) of paragraph 3 of the Order
is not applicable to the Company.
10) Based on the audit procedures performed for the purpose of reporting the true and fair view
of the financial statements and as per information and explanations given to us, no fraud by
the Company or on the Company by its officers or employees has been noticed or reported
during the year.
11) As per the information and explanation given to us, at the extra ordinary general meeting
held on July 27, 2017, members has approved and ratified the increase in remuneration of
two directors to Rs. 64,26,600/- and Rs. 39,98,000/-, respectively w.e.f. 1st April,2016.
Accordingly, based on the above facts the managerial remuneration has been paid or
provided in accordance with the requisite approvals mandated by the provisions of section
197 read with Schedule V to the Act.
12) In our opinion company is not a nidhi company. Therefore, the provisions of clause (xii) of
paragraph 3 of the Order are not applicable to the company.
13) In respect of transactions with related parties :

Except that constitution of audit committee which is not in compliance of u/s 177, all the
transaction with related party are in compliance of section 177 and section 188 of the
companies act, 2013 and details have been disclosed in the financial statements etc., as
required by the applicable accounting standards.
14) In our opinion and according to the information and explanations given to us, the Company
have made private placement of equity shares. The amount raised have been used for the
purposes for which the funds were raised. Company has not issued fully or partly convertible
debentures during the year. However the compliance of section 42 of Companies Act, 2013 is
not made to the extent as stated below ;
15)
Nature of securities viz. Amount Nature of noncompliance
Equity shares/Preference Involved
shares/Convertible
debentures
Equity Shares 10,65,54,400/- Not deposited in the separate bank
account.
Not allotted within a specified period of
time
Further Share application money received
without allotment of the existing share
application money received on private
placement basis.

16) In our opinion and according to the information and explanations given to us, the Company
has not entered into any non-cash transaction with the directors or persons connected with
him and covered under section 192 of the Act. Hence, clause (xv) of the paragraph 3 of the
Order is not applicable to the Company.
17) To the best of our knowledge and as explained, the Company is not required to be registered
under section 45-IA of the Reserve Bank of India Act, 1934.

(Registration no. 101720W
Jignesh Mehta
Partner
Place : Mumbai

“Annexure B” to Independent Auditors’ Report referred to in paragraph 2(f) under the
heading “Report on other legal and regulatory requirements” of our report of even date.
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of
the Companies Act, 2013 (“the Act”)
We have audited the Internal Financial Control over financial reporting of Digital Payments
Processing Limited (“the company”) as of 31st March, 2017 in conjunction with our audit of the
financial statements of the Company for the year then ended.
Management Responsibility for the Internal Financial Controls
The Company’s management is responsible for establishing and maintaining internal financial
controls based on the internal control over financial reporting criteria established by the Company
considering the essential components of internal control stated in the Guidance Note on Audit of
Internal Financial Controls over Financial Reporting issued by the Institute of Chartered
Accountants of India (ICAI). These responsibilities include the design, implementation and
maintenance of adequate internal financial controls that were operating effectively for ensuring the
orderly and efficient conduct of its business, including adherence to company’s policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial
information, as required under the Act.
Auditor’s Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls over
financial reporting based on our audit. We conducted our audit in accordance with the Guidance
Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and
the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of
the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit
of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance
Note require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether adequate internal financial controls over financial reporting
was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the
internal financial controls system over financial reporting and their operating effectiveness. Our
audit of internal financial controls over financial reporting included obtaining an understanding of
internal financial controls over financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk. The procedures selected depend on the auditor’s judgment, including the
assessment of the risks of material misstatement of the financial statements, whether due to fraud
or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion on the Company’s internal financial controls system over financial
reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company's internal financial control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A

company's internal financial control over financial reporting includes those policies and procedures
that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company; provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of
the company are being made only in accordance with authorisations of management and directors
of the company; and provide reasonable assurance regarding prevention or timely detection of
unauthorised acquisition, use, or disposition of the company's assets that could have a material
effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including
the possibility of collusion or improper management override of controls, material misstatements
due to error or fraud may occur and not be detected. Also, projections of any evaluation of the
internal financial controls over financial reporting to future periods are subject to the risk that the
internal financial control over financial reporting may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Qualified Opinion
According to the information and explanation given to us and based on our audit, following
material weaknesses have been identified as at March 31, 2017:
1. Company has instituted controls over approvals of purchase of prepaid talk/air time balances
and discount to be given to distributors / retailers that requires the approvals of higher levels of
management who can override the controls. Company does not maintain the documentary
evidence of the approvals for such transactions. This could potentially result in the material
misstatement of purchases and inventory balances.
2. Company did not have the adequate internal control over the sales transactions with regard to
reconciliation of sale to prepaid talk/air time to customer wallets on periodical basis. This could
potentially result in material misstatement of sales and wallet balances.
3. Company did not have adequate internal control over the credit sales for establishing the credit
limits and terms for sales which could result in the Company recognizing revenue without
establishing reasonable certainty of ultimate collection.
A ‘material weakness’ is a deficiency, or a combination of deficiencies, in internal financial control

over financial reporting, such that there is a reasonable possibility that a material misstatement of
the company's annual or interim financial statements will not be prevented or
detected on a timely basis.
In our opinion, except for effects/possible effects of the material weaknesses described above on
achievements of the objectives of the control criteria, the Company has maintained, in all material
respects, adequate internal financial controls system over financial reporting and such internal
financial controls over financial reporting were operating effectively as at March 31, 2017, based
on the internal control over financial reporting criteria established by the Company considering the
essential components of internal control stated in the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting issued by the ICAI

We have considered the material weaknesses identified and reported above in determining the
nature, timing, and extent of audit tests applied in our audit of the March 31, 2017 financial
statements of the Company, and these material weaknesses have not affected our opinion on the
standalone financial statements of the Company.

Registration no. 101720W
Jignesh Mehta
Partner
Place : Mumbai


BALANCE SHEET AS AT 31st March, 2017
( Amount in ` )
AS AT 31st AS AT 31st March,
Particulars Note No.
March, 2017 2016
EQUITY AND LIABILITIES
Shareholders' Funds
Share capital 2 55,687,810 45,032,370
Reserves and surplus 3 (170,638,169) (56,636,386)
Share Application Money Pending for Allotment - 1,905,051
Non Current Liabilities

Long Term Provisions 4 6,567,296 3,846,712
Current Liabilities
Trade Payable 5
Micro & Small Enterprises - -
Others 275,533,581 102,961,567
Other Current Liabilities 6 276,999,162 413,672,699
Short Term Provisions 4 422,064 101,394
444,571,744 510,883,406
ASSETS
Non Current Assets
Fixed Assets 7
Tangible Assets 572,896 1,199,150
Intangible Assets 67,110,360 101,164,134
Investment 12 41,540,000 -
Long-term Loan and Advances 8 2,026,012 4,010,000
Current Assets
Inventories 9 25,710,465 46,491,033
Trade Receivables 10 251,964,321 325,791,383
Cash and Bank Balance 11 1,008,349 1,898,309
Short-term Loan and Advances 8 54,639,342 30,329,397
444,571,744 510,883,406
Summary of Significant accounting policies 1

Accompanying notes to the financial statement 2-30 .
As per our report of even date For and on behalf of the Board
For Chaturvedi & Shah Digital Payments Processing Limited
Firm Registration No.101720W
Jignesh Mehta Rajat Kumar Sharma Ranjeet Oak Nandlal Yadav

Partner Director Director Company Secretary
Membership No.102749 Din No: 03024125 Din No: 02803714 M. No. - A43027
Place : Mumbai Place : Mumbai
Date : 31st August, 2017 Date : 31st August, 2017

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st March, 2017
April 2016 to April 2015 to March

Particulars Note No.
March 2017 2016
INCOME
Revenue From Operations 13 6,770,097,461 9,677,037,991
Other Income 14 - 830,614
6,770,097,461 9,677,868,605
EXPENDITURE
Purchases of Airtime 6,663,288,178 9,479,915,806
(Increase) /Decrease in inventory 20,780,568 135,336,067
Employee benefit expenses 15 118,288,461 117,919,362
Other operating expenses 16 122,349,627 186,518,772
Depreciation & Amortisation 7 34,584,335 36,274,238
Finance Cost 17 20,707,035 30,154,535
6,979,998,204 9,986,118,780
PROFIT / (LOSS) BEFORE TAX (209,900,743) (308,250,175)

Provision for Tax - -
PROFIT / (LOSS) AFTER TAX (209,900,743) (308,250,175)
Basic & Diluted Earnigs Per share (Face Value of Rs. 10 Each) 20 (43.05) (87.43)
Summary of Significant accounting policies 1

Accompanying notes to the financial statement 2-30

Notes forming Part of Financial Statements for the Year Ended 31st March, 2017
April 2016 to April 2015 to March

Particulars
March 2017 2016
13 REVENUE FROM OPERATION
Sale of Products 6,751,544,031 9,667,215,022
Sale of Services 18,553,430 9,822,969
6,770,097,461 9,677,037,991
Broad Category
-Pre-paid Talk time/ air time/ Ticket 6,751,544,031 9,667,215,022
-Remitance Service Charges Recd 18,135,101 6,568,783
-Commission Received 418,329 3,254,186
14 OTHER INCOME
Interest on Income Tax Refund - 11,420
Sundry Balance written back 819,194
- 830,614
15 EMPLOYEE BENEFIT EXPENSES

Salaries, wages and bonus 114,799,259 115,878,226
Contribution to PF & Other Fund 2,462,368 1,254,443
Staff Welfare 1,026,834 786,693
118,288,461 117,919,362
16 OTHER OPERATING EXPENSES

Sales, Distribution & Promotion Expenses 19,697,390 51,559,925
Contract Charges for Back Office - 12,000,000
Travelling & Conveyance Expenses 8,706,484 18,264,804
Rent 15,600,141 16,473,871
Legal and professional charges 18,337,717 14,644,947
Printing & Stationery 1,305,741 1,305,226
Communication Expenses 3,237,865 3,429,611
Rates & Taxes 6,510,191 2,216,596
Office Expenses 1,530,935 1,997,763
Write Off of Inventory Asset 760,889 22,089,132
Write Off of Trade Receivable 2,192,891 2,255,720
IMPS Transaction Charges 436,859 -
Liquidated Damages 3,588,635
Miscellaneous Expenses 127,860 523,944
Electricity Charges 1,503,435 1,666,699
Payment to Auditors as a Auditor:
Statutory Audit fees 1,400,000 1,400,000
Tax Audit fees 100,000 100,000
Preliminiary Expenses Written off - 488,000
Recruitment & Training 486,569 528,871
Repairs & Maintance 1,466,219 1,128,103
Server Maintenance Expenses 6,979,263 4,786,767
Bank Charges 28,380,544 29,658,793
122,349,627 186,518,773
17 FINANCE COST 20,707,035 30,154,535

Interest Expenses 20,707,035 30,154,535

Cash Flow Statement for the Year Ended 31st March, 2017
( Amount in Rs. )
Sr. No. Particulars 2016-17 2015-16

A CASH FLOWS FROM OPERATING ACTIVITIES
Profit/(Loss) before tax (209,900,743) (308,250,175)
Adjustment for:
Depreciation & amortisation 34,584,335 36,274,238
Interest Income - 11,420
Preliminiary Expenses Written Off - 488,000
Interest paid 20,707,035 30,154,535
Fixed Assets W/off 600,893 171,750
Operating profit/loss before working capital changes (154,008,481) (241,150,232)
Movements in working capital:
Decrease / (increase) in Trade Receivable 73,827,062 (282,045,492)
Decrease / (Increase) in Loans & Advances (22,325,957) (2,804,820)
Decrease / (Increase) in Inventories 20,780,568 157,425,199
Increase / (Decrease) in Trade Payable 172,572,014 84,401,401
Increase / (Decrease) Provisions 3,041,255 839,726
Increase / (Decrease) in Other current liabilities (136,673,537) 80,881,841
Cash generated / (used in) from operations (42,787,075) (202,452,377)
Direct taxes paid - -
Net cash generated from / (used in) operating activities (42,787,075) (202,452,377)
B CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of Fixed assets (505,199) (131,025)
Purchase of Investments (41,540,000) -
Interest paid (20,707,035) (30,154,535)
Interest received - (11,420)
Net cash from / (used in) investing activities (62,752,234) (30,296,980)
C CASH FLOWS FROM FINANCING ACTIVITIES

Proceed from Shares application money received and allotment 104,649,349 234,423,456
Net cash from financing activities 104,649,349 234,423,456
Net increase / (decrease) in cash and cash equivalents (A+B+C) (889,960) 1,674,099
Cash and cash equivalents at the beginning of the year 1,898,309 224,210
Cash and cash equivalents at the end of the year 1,008,349 1,898,309
11 Notes to the cash flow statement

Components of cash and cash equivalents
Cash on hand 48,022 93,466
Balance with scheduled banks
In Current accounts 960,327 1,804,843
1,008,349 1,898,309

Place : Mumbai
Notes forming Part of Financial Statements for the Year Ended 31st March, 2017
AS AT AS AT
31ST MARCH 2017 31ST MARCH 2016
( Amount in ` ) ( Amount in ` )
2 SHARE CAPITAL
AUTHORISED
70,00,000 (P.Y.70,00,000) Equityshares of Rs.10 each 70,000,000 70,000,000
70,000,000 70,000,000
ISSUED,SUBSCRIBED, PAID UP
55,68,781 (P.Y. 45,03,237) Equity Shares of Rs.10 each, fully paid-up 55,687,810 45,032,370
55,687,810 45,032,370
2.1 Reconciliation of the number of Equity Shares outstanding As at As at

Particulars
Fully Paid Fully Paid
Number of shares outstanding at the beginning of the year 4,503,237 2,997,946
Shares Issued during the year 1,065,544 1,505,291
Number of shares outstanding at the end of the year 5,568,781 4,503,237
2.2 List of Shareholders holding more than 5% shares

As at As at
Particulars
Number of Shares Number of Shares
Fully Paid % Fully Paid %
Money On Mobile Inc. (Calpian Inc.) 4,154,382 74.60% 3,003,006 66.69%
Hall Mom, LLC 450,379 8.09% 450,379 10.00%
Shashank Joshi 501,800 9.01% 501,800 11.14%
2.3 Of the total number of share 4,154,382 (P.Y - 3,003,006) share held by the holding company Calpian Inc.
2.4 The company has only one class of equity shares having face value of Rs. 10 each. Each holder of Equity Shares is entitled to one vote per share.
Equity share holders are also entitled to dividend as and when proposed by the Board of Directors and approved by the shareholders in Annual General
Meeting. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company after
distribution of all preferential amount which shall be in proportion to number of shares held by the shareholders.
3 RESERVES AND SURPLUS ( Amount in ` ) ( Amount in ` )

As at As at
Particulars
Securities Premium:
Opening Balance 896,961,017 648,588,002
Add: on issue of Equity Shares 95,898,960 248,373,015
992,859,977 896,961,017
Surplus/(Deficit) in the Statement of Profit & Loss:

Opening Balance (953,597,403) (645,347,229)
Add: Net Profit/(Loss) for the year (209,900,743) (308,250,175)
(1,163,498,146) (953,597,403)
Total (170,638,169) (56,636,386)

4. Provisions ( Amount in ` ) ( Amount in ` )

As at As at
Particulars
Current Non Current Current Non Current
Provision for Gratuity 422,064 6,567,296 101,393 3,846,712
422,064 6,567,296 101,393 3,846,712

5. Trade Payables ( Amount in ` ) ( Amount in ` )

As at As at
Particulars 31ST MARCH 2017 31ST MARCH 2016
Trade Payables :
- Micro & Small Enterprises * - -
- Others 275,533,581 102,961,567
275,533,581 102,961,567
* The company has not received the required information from the vendors regarding their status under the
Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act). Hence disclosures , if any
relating to amounts unpaid as at the period/ year end together with interest paid/payable as required under the
said act have not been made.
6. Other Current Liabilities ( Amount in ` ) ( Amount in ` )

As at As at
Payable for B2B Business Purchase (Refer Note: 18) 115,278,659 115,039,081
Statutory Liabilities 10,302,627 23,059,029
Remuneration to Directors 1,110,944 2,529,129
Book Overdraft 10,010,039 2,547,043
Advance From Distributors (B2B) 126,603,738 240,900,394
Other payables * 13,693,155 29,598,023

276,999,162 413,672,699
* Other payables mainly includes employees reimbursement, salary, provision for expenses

FOR THE YEAR ENDED 31ST MARCH, 2017
7. FIXED ASSETS
( Amount in ` )
GROSS BLOCK DEPRECIATION/ AMORTISATION NET BLOCK
Description of Assets As On Addition in Sale / Discard As on As on For the year On Sale / discard As on As on As on
01.04.2016 the year* during the year 31.03.2017 01.04.2016 during the year 31.03.2017 31.03.2017 31.03.2016
TANGIBLE ASSETS :
COMPUTERS 2,985,077 155,505 40,200 3,100,382 2,798,092 91,619 34,348 2,855,363 245,019 186,985
-
OFFICE EQIPMENTS 962,506 309,081 64,128 1,207,459 741,468 198,340 60,227 879,582 327,877 221,038
FURNITURE & FIXTURES 2,377,288 40,613 2,417,901 - 1,586,161 240,601 1,826,761 0 (0) 791,127
TOTAL (A) 6,324,871 505,199 2,522,229 4,307,841 5,125,721 530,560 1,921,336 3,734,945 572,896 1,199,150
INTANGIBLE ASSETS :
Customer List 78,138,534 - - 78,138,534 55,347,916 14,446,965 69,794,882 8,343,652 22,790,618
Retailer Acquisition Cost Intangible Assets 2,015,021 - - 2,015,021 404,108 403,004 807,113 1,207,908 1,610,913
Goodwill on purchase of B2B Business 96,019,021 - - 96,019,021 19,256,417 19,203,804 38,460,222 57,558,799 76,762,604
Total (B) 176,172,576 - - 176,172,576 75,008,442 34,053,774 - 109,062,216 67,110,360 101,164,134
Total (A+B) 182,497,447 505,199 2,522,229 180,480,417 80,134,163 34,584,335 1,921,336 112,797,161 67,683,256 102,363,284
Previous year 182,538,172 131,025 171,750 182,497,447 43,859,926 36,274,238 - 80,134,163 102,363,284
8. Loans & Advances ( Amount in ` ) ( Amount in ` )

As at As at
Current Non Current Current Non Current
- Unsecured Considered good

Service tax Receivable 32,841,674 - 27,762,945 -
Security Deposits - 2,026,012 - 4,010,000
Advance given - - - -
Advance Income Tax 1,514,022 - 1,514,022 -
Advance to Vendor & Other advances 20,029,492 - 680,000 -
Prepaid Expenses 254,154 - 372,430 -
54,639,342 2,026,012 30,329,397 4,010,000
9. Inventory (Valued at cost or Net Realizable Value whichever is less, Certified by management)
( Amount in ` ) ( Amount in ` )
Particulars As at As at
Closing Stock of Airtime 25,710,465 46,491,033

25,710,465 46,491,033
10. Trade Receivables ( Amount in ` ) ( Amount in ` )

As at As at
Particulars
Unsecured, Considered Good:

Trade Recivable outstanding for a period exceeding six months
from the date they become due for payment 251,142,321 -
Others 822,000 325,791,383
251,964,321 325,791,383
11 Cash and Bank Balance ( Amount in ` ) ( Amount in ` )

As at As at
Particulars
Balances with banks :

Current account 960,327 1,804,843
Cash In Hand 48,022 93,466
1,008,349 1,898,309
12. Investment ( Amount in ` ) ( Amount in ` )
As at As at
Current Current
Investment in Equity Instruments :
In Other, Unquoted
2,62,800 (P.Y. Nil) Equity Shares of My Mobile
Payments Limited of Rs.10/- each 41,540,000 -
41,540,000 -

Notes on Financial Statements for the Year Ended 31st March, 2017
Background:
Digital Payments Processing Limited (“Company”) is a public limited company, incorporated on February 16, 2012, having registered office at
Mom House, Plot No.61, Ramchandra Lane, Opp. To Bikaji Foods, Kanchpada, Malad (West), Mumbai - 400065, India.
1 Significant Accounting Policies
A Use of Estimates:
The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities on the
date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Difference between the actual
results and estimates are recognised in the period in which the results are known / materialised.
B Revenue Recognition :
Revenue is recognised when it is earned and no significant uncertainity exists as to its realisation or collection and inline with service aggrement
executed by the company and My Mobile Payments Ltd.
a. Sale of talk time: Income from sale of talk time is recognized on transfer of talk time to the respective customer on net of discount.
b. Commission/ Processing fees on Money transfer is booked on the, successful completion of transaction.
c. Commission income on bill payment is recognised based on the execution of successful transactions.
C Employee Benefits:
(i) Short -term employee benefits are recognised as an expense at the undiscounted amount in the Statement of Profit and loss in which the related
service is rendered.
(ii) Post employment and other long term employee benefits are recognised as an expense in the Statement of Profit and loss in which the employee has
rendered services . The expense is recognised at the present value of the amounts payable determined using actuarial valuation technique. Actuarial
gains and losses in the respect of post employment and other long term benefits are charged to the profit and loss account.
(iii) Company does not have policy of carried forward of leave, no laibility on account of compansated leave is accounted by the company.
D Foreign Currency Transactions:

The foreign currency transactions are accounted for at the rates prevailing on the dates of the transactions. The gain / loss if any, arising on account
of such transactions are credited/charged to Statement of Profit and Loss.
E Provision for Current and Deferred Tax:

Provision for current tax is made on the assessable income at the tax rate applicable to the relevant assessment year. Deferred tax asset and liability
is calculated by applying tax rate and tax laws that are enacted or substantively enacted as on the balance sheet date. The deferred tax asset is
recognized and carried forward only to the extent that there is a reasonable / virtual (if applicable) certainty that the asset will be realized in future.
F Fixed Assets:
Fixed Assets are stated at cost of acquisition and subsequent improvements thereto, including taxes and duties and other incidental expenses related
to acquisition and installation.
Intangible Assets are recorded at the cost incurred/consideration paid for development/acquisition of such assets and are carried at cost less
accumulated amortisation and imparment.
G Depreciation :
Depreciation is provided based on the life span of assets at rates prescribed and in the manner specified in schedule II of the Companies Act, 2013.
Depreciation on additions are provided from the date of purchase/put to use. Depreciation is provided on "written down value method " on the
useful life of the assets and the residual value specified in the shedule II of the Companies Act 2013. Intangible Assets comprising goodwill and
retailer acquisition cost has been written off over a period of 5 Years.
H Miscellaneous Expenditure:
Preliminary Expenses incurred by the company prior to the incorporation of the company have been accounted as miscellaneous expenses have been
amortized over 5 years.
I Provision, Contingent Liabilities and Contingent Assets

Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation as a result of past events and
it is probable that there will be an outflow of resources. Contingent Liabilities are not recognised but are disclosed in the notes. Contingent Assets
are neither recognised nor disclosed in the financial statements.
J Inventories
Items of inventories are measured at lower of cost or net realizable value. Cost is determined on weighted average basis.
18 Purchase of Airtime Business to Business (B2B) :

Company had, financial year 2014-15, acquired B2B business of My Mobile Payments Limited vide Business Trasfer Agreement (BTA) dated
31.3.2015. Both parties have further entered into Service Aggrement dated 31.03.2015 and amendment thereto, in order to ensure the continuity of
business, all or any information and revenues arising in the name of My Mobile Payments Limited in respect of B2B Business, as more particularly
defined in the BTA, are to be in the name of the Company and My Mobile Payments Limited shall hold such monies in trust on behalf of the
Company.”
20 Earning Per Share : ( Amount in ` )
April 2016 To April 2015 To
Particulars
March 2017 March 2016
Net Profit/(Loss) after tax as per statement of profit and loss (209,900,743) (308,250,175)
Net Profit/(Loss) attributable to Equity Shareholders (209,900,743) (308,250,175)
Weighted Average number of equity shares used as denominator for calculating EPS 4,876,197 3,525,850
Basic & Dilluted Earnings per share of face value of Rs.10/- each (43.05) (87.43)
21 As per Accounting Standard 15 " Employee Benefits", the disclosures as defined in Accounting Standard is given below:
Define Contribution Plan: Company has not recognsied any expenditure under Define Contribution Plan
Define Benefit Plan: The gratuity liability is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises
each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final
Sr. Nos. Particulars GRATUITY

I Assumptions as at 31-Mar-17 31-Mar-16
Mortality LIC (1994-96) Ult.
Interest / Discount Rate 6.69% 7.46%
Rate of increase in compensation 10.00% 10.00%
Rate of return (expected) on plan assets
Employee Attrition Rate( )Past Service (PS) PS: 0 to 5 : 10% PS: 0 to 5 : 10%
PS: 5 to 15 : 5% PS: 5 to 15 : 5%
PS: 15 to 42 : 0% PS: 15 to 42 : 0%
Expected average remaining service 12.99 12.60
II Changes in present value of obligations

PVO at beginning of period 3,948,105 3,108,379
Interest cost 294,529 241,521
Current Service Cost 2,330,345 2,293,253
Past Service Cost-(non vested benefits) - -
Past Service Cost -(vested benefits) - -
Benefits Paid - -
Actuarial (Gain)/Loss on obligation 416,381 (1,695,048)
PVO at end of period 6,989,360 3,948,105
III Changes in fair value of plan assets 31-Mar-17 31-Mar-16
Fair Value of Plan Assets at beginning of period - -
Expected Return on Plan Assets - -
Contributions - -
Benefit Paid - -
Actuarial Gain/(Loss) on plan assets - -
Fair Value of Plan Assets at end of period - -
IV Fair Value of Plan Assets

Fair Value of Plan Assets at beginning of period - -
Actual Return on Plan Assets - -
Contributions - -
Benefit Paid - -
Funded Status (including unrecognised past service cost) (6,989,360) (3,948,105)
Excess of actual over estimated return on Plan Assets - -
V Experience History
(Gain)/Loss on obligation due to change in Assumption 791,214 177,985
Experience (Gain)/ Loss on obligation (374,833) (1,873,033)
Actuarial Gain/(Loss) on plan assets - -
VI Actuarial Gain/(Loss) Recognized

Actuarial Gain/(Loss) for the period (Obligation) (416,381) 1,695,048
Actuarial Gain/(Loss) for the period (Plan Assets) - -
Total Gain/(Loss) for the period (416,381) 1,695,048
Actuarial Gain/(Loss) recognized for the period (416,381) 1,695,048
Unrecognized Actuarial Gain/(Loss) at end of period - -
VII Past Service Cost Recognised

Average remaining future service till vesting of the benefit - -
Recognised Past service Cost-non vested benefits - -
Recognised Past service Cost-vested benefits - -
Unrecognised Past Service Cost-non vested benefits - -
VIII Amounts to be recognized in the balance sheet and statement

of profit & loss account
PVO at end of period 6,989,360 3,948,105
Funded Status (6,989,360) (3,948,105)
Unrecognized Actuarial Gain/(Loss) - -
Net Asset/(Liability) recognized in the balance sheet (6,989,360) (3,948,105)
IX Expense recognized in the statement of P & L A/C

Current Service Cost 2,330,345 2,293,253
Interest cost 294,529 241,521
Expected Return on Plan Assets - -
Net Actuarial (Gain)/Loss recognized for the period 416,381 (1,695,048)
Expense recognized in the statement of P & L A/C 3,041,255 839,726
X Movements in the Liability recognized in Balance Sheet

Opening Net Liability 3,948,105 3,108,379
Expenses as above 3,041,255 839,726
Contribution paid - -
Closing Net Liability 6,989,360 3,948,105
XI Revised Schedule VI
Current Liability 422,064 101,393
Non-Current Liability 6,567,296 3,846,712
The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply
and demand in the employment market. The above information is certified by the actuary.
* Company does not have policy to carry forward Leaves hence no liability has been provided
22 Pursuant to Accounting Standard ( AS ) 22 " Accounting for Taxes on Income ", the component and classification of deferred tax assets and
liabilities on account of timing differences as on 31st March 2016.
( Amount in ` )
April 2016 To April 2015 To
Particulars
March 2017 March 2016
Deferred Tax Liabilities :
Tax effect due to:
Difference between the WDV as per the Companies Act,2013 and the Income Tax Act, 1961
-
Total of Deferred Tax Liabilities - -
Deferred Tax Assets :

Tax effect due to:
Difference between the WDV as per the Companies Act,2013 and the Income Tax Act, 1961
(4,976,909) (1,677,493)
Provision For Gratuity (2,418,878) (1,366,360)
Carried Forwarded Losses as per IT (348,937,759) (291,119,995)
Total of Deferred Tax Assets (356,333,545) (294,163,848)
Total of Deferred Tax Liabilities/(Assets)* (356,333,545) (294,163,848)

* The workings for defered tax provisions have resulted into deffered tax assets (net) and hence on a conservative basis, no provision for
deffered tax assets has been made in the financial statement.
23 Related Party
(i) List of related parties where control exists and related parties with whom transactions have
taken place and relationships:
Sr. No Name of the Related Party Relationship
1 Mr. Shashank Joshi (upto August 12, 2016)
2 Mr. Rajat Sharma Key Managerial Personnel
3 Mr. Ranjeet Oak
4 Money On Mobile Inc. (Formerly Known as Calpian Inc.) Holding Company
My Mobile Payments Ltd. Enterprises over which Key Managerial Personnel are able to
5
exercise significant influence.
(ii) Transactions during the year with related parties : (Amount in `)

Nature of Transactions (Excluding Reimbursements) 2016-17 2015-16
Transaction with Key Managerial Persons :
Remunerations
- Mr. Shashank Joshi - 16,940,750
- Mr. Rajat Sharma 6,426,600 3,685,000
- Mr. Ranjeet Oak 3,998,000 -
Outstanding balance with Key Managerial Persons :

Remunerations Payable
- Mr. Shashank Joshi - 540,126
- Mr. Rajat Sharma 435,585 1,989,003
- Mr. Ranjeet Oak 675,359 -
Transaction with Holding Company :

Share Application Money Received 104,649,375 215,496,389
Share Alloted 106,554,426 213,591,338
Outstanding balance with Holding Company :

Share Application Money Pending for allotement - 1,905,051
Transaction with My Mobile Payments Ltd. :

Airtime Purchase 6,663,288,178 9,479,915,806
Service Charge 18,135,101 6,568,783
Advance Given - -
Interest Paid 20,707,035 30,154,535
Purchase of B2B Business - -
Rent Paid 9,000,000 9,000,000
Outstanding balance with My Mobile Payments Limited

Trade Payable 244,445,431 53,349,025
Rent Payable 11,402,699 9,456,449
Payable on purchase of B2B Business 115,278,659 115,039,081

24 Segment Reporting
The company is mainly engaged in the Mobile based payment system in India on the basis of service agreement with My Mobile Payments Limited. All it's
activities revolves around the main business. As such there are no separate reportable segments as defined in Accounting Standard (AS 17) Segment Reporting
notified by Companies (Accounting Standards) Rules, 2006.
25 Current Assets, Loans and advances are approximately of the value stated in the balance sheet if realized in the ordinary course of the business.
26 Expenditure in foreign currency: (Amount in `)

Particulars 2016-17 2015-16
Business Promotion Expenses 170,157 1,566,413
Server Hosting Expenses - -
Travelling Expenses - 78,324
Staff Welfare Expenses 8,349 184,202
Total 178,506 1,828,939
27 Specified bank notes disclosure (SBN's)

The details of Specified Bank Notes (SBN) held and transacted during the period from November 8, 2016 to December, 30 2016 as per MCA notification
G.S.R. 308 (E) dated March 31, 2017 is given below:
Other denomination
Particulars SBNs Total
notes
Closing cash in hand as on 08.11.2016 - 8,802 8,802
(+) Permitted receipts - 217,172 217,172
(-) Permitted payments 166,421 166,421
(-) Amount deposited in Banks - - -
Closing balance 30.12.2016 - 59,553 59,553
Company has receivable of Rs.23,56,60,296/- due from a fellow subsidiary and Rs. 1,54,82,025/- from other parties which are outstanding for more than one
28 year. Based on the comfort of the holding company (i.e. MoM Inc) and the discussion with the other parties,these receivables as good of recovery and no
provision is required for.
29 Going Concern :
Company has started its operation during the year 2012. The accumulated losses of as at March 31, 2017 have exceeded it’s Net Worth.
During the last few years Money on Mobile Inc. (MoM Inc) (Formely know as Calpian Inc), holding company, has infused funds in the various tranches
towards equity subscription to the extent of Rs.976.39 millions.
Money on Mobile Inc. and its management are committed to infuse required funds to meet present and future financial obligation of the Company as and when
it arises and accordingly, these Financial Statements are prepared based on the "Going Concern" basis.
The previous year figures have been regrouped, reworked, rearranged and reclassified, whenever necessary and are to be read in relation to the amounts and
30
other disclosures relating to the current year.
As per our report of even date

Chartered Accountants For Digital Payments Processing Limited

FORM NO. MGT-11

Proxy form
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies
(Management and Administration) Rules, 2014]
Name of the Company: DIGITAL PAYMENTS PROCESSING LIMITED

Registered Office: MOM House, Plot No. 61, Ramchandra Lane,
Kanchpada, Malad (West), Mumbai – 400064,
Maharashtra, India.
Name of the member(s):

Registered address:
E-mail Id:
Folio No /Client Id:
DP ID:
I/We, being the member(s) of ____________shares of the above named company, hereby appoint
1. Name:
Address:
E-mail Id:
Signature:
or failing him
2. Name:
Address:
E-mail Id:
Signature:
or failing him
3. Name :
Address:
E-mail Id:
Signature:

as my/ our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Fifth Annual
General Meeting of the company, to be held on the 25th day of September, 2017 at 1.00 p.m. at MOM
House, Plot No. 61, Ramchandra Lane, Kanchpada, Malad (West), Mumbai-400064, Maharashtra,
India and at any adjournment thereof in respect of such resolutions as are indicated below:
Sr. Resolution
No.
1. To receive, consider and adopt the audited financial statements along with Auditors` Report
of the Company for the financial year ended 31st March, 2017 together with the reports of
the Board of Directors and Auditors thereon.
2. To appoint Mr. Scott Shiao Arey (DIN: 03595932) who retires by rotation and being
eligible for reappointment.
3. To ratify the appointment of M/s. Chaturvedi & Shah as Statutory Auditor of the Company.
4. To Appoint Ms. Pallavi Parihar as an Independent Director of the Company.
5. To appoint Mr. Pradeep Phadke as an Independent Director of the Company.
Affix
Revenue
Signed this _____day of _____20___ Stamp
Signature of shareholder:
Signature of Proxy holder(s):
Note: This form of proxy in order to be effective should be duly completed and deposited at
the Registered Office of the Company, not less than 48 hours before the commencement of the
Meeting.

DPPL Annual Report 2016-17

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6th ANNUAL REPORT 2016-17

DIGITAL PAYMENTS PROCESSING LIMITED

DIGITAL PAYMENTS PROCESSING LIMITED

NAME DESIGNATION DIN

RA JAT KUMAR SHARMA EXECUTIVE DIRECTOR 03024125

HAROLD MONTGOMERY DIRECTOR 05192670

SCOTT SHIAO AREY DIRECTOR 03595932

RANJEET OAK EXECUTIVE DIRECTOR 02803714

4. TO APPOINT MS. PALLAVI PARIHAR AS AN INDEPENDENT DIRECTOR OF THE

5. TO APPOINT MR. PRADEEP PHADKE AS AN INDEPENDENT DIRECTOR OF THE

Annual Report 2016-17

By Order of the Board

Dated: August 31, 2017 Nandlal Yadav

b) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO

e) The route map of the venue of the meeting is given below:

Annual Report 2016-17

Annual Report 2016-17

Annual Report 2016-17

By Order of the Board

Dated: August 31, 2017 Nandlal Yadav

Annual Report 2016-17

Particulars 2016-17 (INR) 2015-16 (INR)

Total Income 677,00,97,461 967,78,68,605

General Reserves Nil

Annual Report 2016-17

Balance of Profit and Loss at the beginning of the year (95,35,97,403)

4. INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY:

5. MATERIAL CHANGES AND COMMITMENTS BETWEEN END OF FINANCIAL YEAR

8. DETAILS OF SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES:

9. PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARIES, AND

Annual Report 2016-17

10. SHARE CAPITAL:

a) Issue of equity shares of the Company:

Date of Allotment Name of the Number of Face Issue

b) Issue of sweat equity shares/ ESOP:

11. DOWNSTREAM INVESTMENTS:

12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The attendance of the Directors at the Board Meeting is as under:

Name of Directors No. of Meetings for which No. of Meetings Attended

Annual Report 2016-17

14. DIRECTOR’S RESPONSIBILITY STATEMENT:

15. FORMAL ANNUAL EVALUATION:

16. PARTICULARS OF EMPLOYEES:

17. PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS UNDER SECTION 186:

Annual Report 2016-17

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

19. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND

20. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committee as it

21. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

22. RISK MANAGEMENT:

23. VIGIL MECHANISM:

Annual Report 2016-17

24. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

26. STATUTORY AUDITORS:

27. AUDITOR’S OBSERVATION & REPLY

Sr. Statutory Auditor’s observation Reply

Annual Report 2016-17

begun the process of quantifying

It is decided that the Company

Annual Report 2016-17

checked / maintained in manner is