DIRECTORS' REPORT To The Members, Your Directors have pleasure in presenting the Thirty Third Annual Report on the business and operations of the Company and the accounts for the financial year ended March 31, 2015. Performance Review Financial year 2014-15 has indeed been a challenging year not just for the Indian Media & Entertainment Industry, or even the Indian economy, but for the larger world economy. With a view to this, the Company put hard efforts to achieve its target and consequently, managed to pull consolidated revenue of Rs. 564.93 million for the financial year ended March 31, 2015 including from digital media, e-commerce business as against previous year's revenue of Rs. 611.68 million. The EBITDA on consolidated basis for the financial year ended March 31, 2015 stands at Rs.15.86 million against Rs. 77.28 Million for the last year. The EBITDA on standalone basis has gone down to Rs. (20.64) Million against the last year's figure of Rs. 45.34 million. Further, the net loss figures both on consolidated basis as well as standalone basis were Rs. (69.64) million and Rs. (58.98) million respectively. Dividend Your Directors have not declared any dividend for the year 2014-15. Reserves No amount has been transferred to the reserves. Corporate Affairs Human Resources People are our most valuable asset and your Company places the engagement, development and retention of talent as its highest priority, to enable achievement of organisational vision. Structure, Process and Culture are the cornerstones of our Human Resources strategy and we have made strides in each area during the last year. Employee involvement across Indian and International locations and recognition for individual and team achievements received another fillip. The Company has always valued its employees. The HR department is geared towards ensuring recruitment, retention and development of the best talent in the industry with focus to contribute, strive towards excellence continuously. The Company practices various interactive sessions on Team Building, Motivation and on Stress Management to keep the employees motivated and improve their work style. The Company has also conducted various training programs across departments for enhancing the Sales, Edit and Managerial skill of the employees. Particulars of Employees and Related disclosures In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the year, no employee of the Company received remuneration in excess of the said rules. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are furnished in this Report.. Having regard to the provisions of Section 136(1) read with its relevant provisio of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee and free of cost. Corporate Governance Your Company is fully compliant with the Corporate Governance guidelines, as laid out in Clause 49 of the Listing Agreement. All the Directors (and also the members of the Senior Management) have affirmed in writing their compliance with and adherence to the Code of Conduct adopted by the Company. The details of the Code of Conduct are furnished in the Corporate Governance Report attached as Annexure B to this Report. The Chairman & Managing Director has given a certificate of compliance with the Code of Conduct, which forms part of Annexure B, as required under Clause 49 of the Listing Agreement. The Statutory Auditors of the Company have examined the requirements of Corporate Governance with reference to Clause 49 of the Listing Agreement and have certified the compliance, as required under Clause 49 of the Listing Agreement. The Certificate has given by the Statutory Auditors in this regard, which forms part of Annexure B. The Chairman & Managing Director / Chief Financial Officer (CEO/ CFO) have given certification as required under Clause 41 of the Listing Agreement, which forms part of Annexure B. Related Party disclosures/transactions are detailed in the Notes to the financial statements. Consolidated Financial Statements In accordance with the Accounting Standard (AS)-21 on Consolidated Financial Statements read with AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report. Subsidiaries/Joint Ventures/Associate Companies Your Company has Nine subsidiaries, out of which Three are Indian Companies and Six are foreign Companies. A. Indian Subsidiaries (i) Cyber Media Research & Services Limited, (ii) Cyber Astro Limited, and (iii) Cyber Media Services Limited B. Foreign Subsidiaries (i) Cyber Media Singapore Pte Limited (ii) Cyber Media (India) LLC (iii) Kurrent Media LLC, the Company which has become to be Subsidiary of the Company during the financial year (iv) TDA Group Inc., (subsidiary of Cyber Media (India) LLC) (v) Content Matrix LLC, (subsidiary of Cyber Media (India) LLC) (vi) Global Services Media LLC, (subsidiary of Cyber Media (India) LLC) A gist of the financial performance of the subsidiaries is contained in the Annual Report. The annual accounts of the subsidiaries companies are open for inspection by any member/investor and the Company will make available these documents/details upon request by any Member/investor of the Company or its subsidiaries interested in obtaining the same. C. Associate Companies (i) Cyber Media Careers Limited, (This Company is under process of striking-off). (ii) Cyber Media Foundation Limited, and (iii) Any Time Media Private Limited. Board Meetings held during the year During the financial year, 4 (Four) meeting of the Board of Directors of the Company were held. The details of the meetings are furnished in the Corporate Governance Report which is attached as Annexure B to this Report. Directors and Key Managerial Personnel a. Appointment of Director: Mrs. Varsha Bedi (DIN: 00850365) was appointed as Additional Director, under category 'Independent' with effect from February 11, 2015. Mrs. Varsha Bedi, an Additional Director, being eligible for re-appointment as Director, offers herself to be appointed as Independent Director. b. Key Managerial Personnel: (i) Mr. Hoshiediar Rastom Ghaswalla (DIN: 06371019), was appointed as Whole-Time Director by the Board of Directors at its meeting held on August 13, 2015. His appointment is to be effective from 01.10.2015, subject to approval of members of the Company at the ensuing annual general meeting to be held on 30th September, 2015. (ii) Mr. Dhaval Gupta (DIN: 05287458), was appointed as Whole-Time Director by the Board of Directors at its meeting held on August 13, 2015. His appointment is to be effective from 01.10.2015, subject to approval of members of the Company at the ensuing annual general meeting to be held on 30th September, 2015. Declaration by Independent Director(s) and re-appointment, if any In terms of Section 149(6) of the Companies Act, the Company has received Declaration from the Independent Directors of the Company, the names of whom are as under: (i) Mr. Krishan Kant Tulshan (DIN: 00009764) (ii) Mr. Arun Kumar Dang (DIN: 00087126) (iii) Mrs. Varsha Bedi (DIN: 00850365) Formal Annual Evaluation Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Independent Directors at their meeting without the participation of the Non-independent Directors and Management, considered/evaluated the Boards' performance, Performance of the Chairman and other Non-independent Directors. The Board have undergone a formal review which comprised Board effectiveness survey and review of materials. This was delivered by an external specialist and resulted in a full Board effectiveness report and Directors' feedback. This is further supported by the Chairman's Annual Director Performance Review. The Board subsequently evaluated its own performance, the working of its Committees (Audit, Nomination and Remuneration and Stakeholders Relationship Committee) and Independent Directors (without participation of the relevant Director). The criteria for performance evaluation have been detailed in the Corporate Governance Report which is attached as Annexure B to this Report. Audit Committee During the financial year, 4 (Four) meeting of the Audit Committee of the Board of Directors of the Company were held. The details of the meetings are furnished in the Corporate Governance Report which is attached as Annexure B to this Report. Voluntary Delisting of Company's Equity Shares from the Bombay Stock Exchange Limited The Company has been facing financial crisis for a long period of time. In view of this, the Board of Directors of the Company found the listing fees payable to the Bombay Stock Exchange Limited (BSE) burdensome and disproportionate to the benefits accruing to the Company and there has been negligible trading for a considerable period of time. Hence, the Board of Directors, at its meeting held on May 27, 2015, approved a proposal for voluntary de-listing of Company's Equity Shares from BSE in accordance with Regulations 6 & 7 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 including any statutory modification(s) or enactment thereof ('Delisting Regulations'). Accordingly, on June 15, 2015, an application has been submitted to BSE in this regard which is yet to be approved by BSE. However, the Equity Shares of the Company will continue to remain listed on National Stock Exchange of India Limited (NSE) having nation-wide trading terminals. Share Capital A) Issue of equity shares with differential rights: There was no issuance of equity shares with differential rights during the period under review. B) Issue of sweat equity shares: There was no issuance of sweat equity shares of the Company during the period under review. C) Issue of employee stock options: There was no issuance of employee stock options of the Company during the period under review. D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees: There was no provision of money by the Company for purchase of its own shares by employees or by trustees for the benefits of employees during the period under review. Extract of Annual Report An Extract of Annual Return in Form MGT-9 as on March 31, 2015 is attached as Annexure C to this Report. Corporate Social Responsibility (CSR) The Company’s net worth and turnover are far below the limits as specified under the provisions of section 135 of the Companies Act 2013. Further, the Company has no profit during the financial year under review. In view of the above, the provisions of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility are not applicable on the Company. Material Changes and Commitments affecting the Financial Position of the company As on date, there are no material changes / events affecting the financial position of the Company. Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the going status and Company's operations in future: There are no significant and/or material orders during the financial year. Internal Financial Control The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including the Company's adhering policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the adequacy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. Deposits During the year under review, your Company has not accepted any deposits under Chapter V of the Companies Act, 2013, and Rules made there under. Auditors: Statutory Auditors The Statutory Auditors of the Company, M/s Goel Mintri & Associates, Chartered Accountants, (Firm Registration No. 013211N), appointed on the last Annual General Meeting of the Company held on 30.09.2014 for a period commencing 32nd AGM held on 30.09.2014 till conclusion of 37th AGM, being eligible, they offer themselves for re-appointment. They have furnished a Certificate stating that if they are re-appointment, it would be within the limits specified under section 141 of the Companies Act, 2013. Your Directors recommend the ratification of the appointment of M/s Goel Mintri & Associates, Chartered Accountants as Statutory Auditors by the members at the ensuing AGM of the Company and to authorise the Board of Directors to fix their remuneration. Statutory Auditors' Report There was no disqualification, adverse remarks or disclaimer in the report issued by the Statutory Auditor of the Company. Secretarial Audit Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 your Company engaged the services of Mr. Nagendra Singh, Company Secretary in Practice, Delhi to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2015. Secretarial Audit Report (in Form-3) is attached as Annexure D to this Report. Vigil Mechanism/Whistle Blower Policy Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower and the same was hosted on the website of the Company. In respect of all Protected Disclosures, those concerning the Chairman and/or Managing Director should be addressed to the Chairman of the Audit Committee; those concerning the Directors and employees at the levels of Vice Presidents and above should be addressed to the Managing Director of the Company; and those concerning other employees should be addressed to the Compliance Officer of the Company. No complaints were received during the year. Brief details about the policy are provided in the Corporate Governance Report attached as Annexure B to this Report. Nomination and Remuneration Policy Company's policy on the appointment and remuneration of directors and key managerial personnel provides a framework based on which our human resources management aligns their recruitment plans for the strategic growth of the Company, which is attached as Annexure E to this Report. Loans, Guarantees or Investments under Section 186 During the period under review, the Company had not made any loan to or borrowed any funds from any bank/financial institutions or made any investments seeking the requirement of compliance with section 186 of the Companies Act, 2013. Formacion of WOS A WOS namely, Kurrent Media LLC at State of delaware, USA was formed on December 5, 2014. Related Party Transactions All transactions entered by the Company with Related Parties were in the Ordinary Course of Business and at Arm's Length pricing basis. The Audit Committee granted omnibus approval for the transactions (which are repetitive in nature) and the same was reviewed by the Audit Committee and the Board of Directors. There were no materially significant transactions with Related Parties during the financial year which were in conflict with the interest of the Company. During the year, your Company entered into a transaction (not being materially significant transaction) with Kurrent Media LLC, WOS, to sell its 100% stake (90000 equity shares of Rs. 10 each) of Cyber Media Services Limited, a 100% Indian Subsidiary of the Company, for a total sale consideration of USD 899,970. The Board had approved policies on Related Party Transactions and Material Subsidiary. The policies have been uploaded on the Company's website. The related weblink is: <http://cybermedia.co.in/> corporate-governance/ In accordance with sub-section (1) of section 188 of the Companies Act, 2013, the particulars of contracts or arrangements entered into by the company with related parties including arm's length transactions are given herein in Form No. AOC-2, which is attached as Annexure F to this Report. Management Remuneration Policy A. Details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: (i) During the financial year, there was only one executive director (Chairman & Managing Director). Other directors were independent directors. Being the bad financial condition of the Company, executive director voluntarily refused to receive his remuneration during that period. Hence, no ratio was measured between the remuneration of a director to the median employees of the Company during the period under review. (ii) Being the bad financial condition of the Company, no increment was made in remuneration of directors and company secretary. Chief financial officer has not been receiving any remuneration from the Company. (iii) The percentage increase in the median remuneration of employees during the financial year was 3.45 percent. (iv) The number of permanent employees on the rolls of the Company was 105. (v) The average increase in remuneration and the Company performance: Company performance was -31.05 percent and increase in remuneration -7.82 percent. (vi) Being the bad financial condition of the Company, no increment was made in remuneration of key Managerial Personnel during the financial year. (vii) During the financial year, the remuneration was as per thepolicy of the Company. (viii) Price earning ration as at the closing date of the current financial year was: Basic: (5.62) and Diluted (5.62), at previous year: Basic: (0.56) and Diluted (0.56). Percentage increase over decrease in the market quotations of the shares of the company came out with the latest public offer was 28.70% B. Details as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: No employee in the Company received any remuneration exceeding the limit as specified under the said rule. Further, no employee of the Company received any remuneration in excess of that of managing director of the Company. C. No director of the Company is in the receipt of any commission from the Company. Any director including Managing Director (Executive) of the Company was not in receipt of any remuneration, sitting fee, commission from the Company. Further, no director of the Company including Managing Director (Executive) is receiving any remuneration or commission from any subsidiary of the Company. Risk Management Policy: Your Company has a robust Risk Management policy. The Company through a Risk Management Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. The details of Risk Management as practiced by the Company is provided as part of Management Discussion and Analysis Report attached as Annexure G to this Report. Directors' Responsibility Statement Directors Responsibility Statement prepared in accordance with clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013 regarding compliance with the accounting standards, accounting policies while preparing the financial results of the Company is as follows: The Directors hereby state: a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures. b) That the Directors had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period. c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities. d) That the Directors had prepared the annual accounts on an ongoing concern basis. e) That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. f) That 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. Conservation of Energy, Technology Absorption and Foreign Exchange and Outgo The particulars prescribed under Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, technology Absorption, Foreign Exchange Earnings and outgo are furnished in Annexure A to this Report. Acknowledgements Your Directors would like to take this opportunity to express sincere thanks to the valued members and associates of the Company with a special reference to the valuable services and support of The State Bank of Mysore. The Directors would also like to express their deep sense of appreciation to all the employees who are committed to strong work ethics, excellent performance and commendable teamwork and have thrived in a challenging environment. The Directors thank the valued customers for the continued patronage extended by them to your Company. Finally, the Directors wish to express their gratitude to the valued shareholders for their unwavering trust and support. For and on behalf of the Board of Cyber Media (India) Ltd Sd/- Pradeep Gupta Chairman & Director DIN: 00009764 Sd/- Krishan Kant Tulshan Managing Director DIN: 00007520 Place: New Delhi Date : August 13, 2015 |