Cyber Media (India) Ltd.
|BSE: 532640||Sector: Media|
|NSE: CYBERMEDIA||ISIN Code: INE278G01037|
|BSE LIVE 15:02 | 15 Dec||14.48||
|NSE 15:07 | 15 Dec||14.00||
|Mkt Cap.(Rs cr)||19|
|Mkt Cap.(Rs cr)||18.64|
Cyber Media (India) Ltd. (CYBERMEDIA) - Director Report
Company director report
Your Directors have pleasure in presenting the Thirty Fourth Annual Report onthe business and operations of the Company and the accounts for the financial year endedMarch 312016.
1. FINANCIAL SUMMARY OF THE COMPANY
The comparative financial position of the Company for the year under report and theprevious year is as follows:
(Rs. in Millions)
The financial year under review has been very challenging to the Company. Your Companymade huge efforts to invest talented and experienced human resources and skills in printmedia and publishing digital media services products and network in the domestic andinternational market in the year. The Company collected from domestic as well asinternational market a total consolidated revenue of Rs. 511.24 millions against the lastyear consolidated revenue of Rs. 564.56 millions from print media business digitalmedia e-commerce and providing services in the areas of Interactive media etc. Theearnings before interest tax and depreciation on consolidated basis for the financialyear under review stands at Rs. (79.57) million against Rs. 14.64 million for the lastyear. During the year the net loss figures both on consolidated basis as well asstandalone basis were Rs. (129.95) million and Rs. (111.40) million respectively.
Your Directors have not declared any dividend for the year under review.
3. TRANSFER TO RESERVES
No amount has been transferred to the reserves during the year under review.
4.1 Human Resources
People are our most valuable asset and your Company places the engagement developmentand retention of talent as its highest priority to enable achievement of organisationalvision. Structure Process and Culture are the cornerstones of our Human Resourcesstrategy and we have made strides in each area during the last year. Employee involvementacross Indian and International locations and recognition for individual and teamachievements received another fillip.
The Company has always valued its employees. The HR department is geared towardsensuring recruitment retention and development of the best talent in the industry withfocus to contribute strive towards excellence continuously.
The Company practices various interactive sessions on Team Building Motivation andStress Management to keep the employees motivated and improve their work style. TheCompany has also conducted various training programs across departments for enhancing theSales Edit and Managerial skill of the employees.
4.2 Writing off of Investments and Debtors
Cyber Media Careers Limited (CMCL) an associate and Cyber Media SingaporePte. Limited (CMSPTL) a WOS of the Company had not been doing any businessfor a long time. Hence to avoid expenditures to be incurred on their regulatorycompliances and maintenance these were closed during the year under report.
Consequently the Company had written off its investments of Rs. 44623990 anddebtors of Rs. 35020140 in CMCL and investments of Rs. 836400 and debtors of Rs.20191601 in CMSPTL during the year.
4.3 Prevention of Sexual Harassment at Workplace
As per the requirement of the Sexual Harassment of Woman at Workplace (PreventionProhibition and Redressal) Act 2013 and rules made thereunder your Company has anInternal Complaints Committee. During the year under review no complaint regarding sexualharassment was filed with the Company.
4.4 Particulars of Employees and Related disclosures
In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 including any statutory modification or re-enactment thereofduring the year no employee of the Company received remuneration in excess of the limitsspecified in the said rules.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 including any statutory modification orre-enactment thereof are furnished in this Report.
4.5 Annual Report circulation
Having regard to the provisions of Section 136(1) read with its relevant proviso of theCompanies Act 2013 as amended the Annual Report containing the audited financialstatements including consolidated audited financial statements is being sent by electronicmode to the members whose shareholdings are in dematerialised form and their email ids areregistered with depository participants for communication purpose and the shareholders whohave registered their email ids for this purpose; and those who have not registered emailids
for this purpose by physical mode. The said information is available for inspection atthe Registered Office of the Company during working hours and any member interested inobtaining such information may write to the Company Secretary and the same will befurnished without any fee and free of cost. The Annual Report may also be downloaded fromCompany's website: www.cybermedia . co.in.
4.6 Consolidated Financial Statements
In accordance with the Accounting Standard (AS)-21 on Consolidated Financial Statementsread with AS-23 on Accounting for Investments in Associates and AS-27 on FinancialReporting of Interests in Joint Ventures the audited consolidated financial statementsare provided in the Annual Report.
4.7 Subsidiaries/Joint Ventures/Associate Companies
Your Company has Six subsidiaries Indian and foreign the details of which are asunder:
(i) Cyber Media Research & Services Limited;
(ii) Cyber Astro Limited;
(iii) Cyber Media India LLC;
(iv) Kurrent Media LLC.
Further some of the subsidiaries have further subsidiaries:
(i) TDA Group Inc. WOS of Cyber Media India LLC
(ii) Cyber Media Services Limited WOS of Kurrent Media LLC
During the financial year the following companies were closed:
a) Cyber Media Singapore Pte. Limited a WOS of the company;
b) Content Matrix LLC WOS of Cyber Media India LLC and
c) Global Services Media LLC a WOS of Cyber Media India LLC
A gist of the financial performance of the subsidiaries is contained in this Report.The annual accounts of the subsidiaries companies are open for inspection by anymember/investor and the Company will make available these documents/details upon requestby any Member/ investor of the Company or its subsidiaries interested in obtaining thesame.
The Company has only one associate namely Cyber Media Foundation Limited.
4.8 Board Meetings held during the year
Four meetings of the Board of Directors of the Company were held during the year. Thedetails of the meetings are furnished in the Corporate Governance Report which is attachedas Annexure B to this Report.
4.9 Audit Committee Meetings held during the year
Four meetings of the Audit Committee were held during the year. The details of themeetings are furnished in the Corporate Governance Report which is attached as Annexure Bto this Report.
4.10 Material Changes and Commitments affecting the Financial Position of the company
As on date there are no material changes / events affecting the financial position ofthe Company.
4.11 Significant and Material Orders passed by the Regulators or Courts or Tribunalsimpacting the going status and Company's operations in future:
There are no significant and/or material orders during the financial year.
4.12 Voluntary Delisting of Company's Equity Shares from the Bombay Stock ExchangeLimited
As you are aware that the Company has been facing financial crisis for a long period oftime. In view of this the Board of Directors of the Company found the listing feespayable to the Bombay Stock Exchange Limited (BSE) burdensome and disproportionate to thebenefits accruing to the Company and there has been negligible trading for a considerableperiod of time. Hence the Board of Directors at its meeting held on May 27 2015approved a proposal for voluntary de-listing of Company's Equity Shares from BSE inaccordance with Regulations 6 & 7 of the Securities and Exchange Board of India(Delisting of Equity Shares) Regulations 2009 including any statutory modification(s) orre-enactment thereof (Delisting Regulations'). However the Equity Shares of theCompany will continue to remain listed on National Stock Exchange of India Limited (NSE)having nation-wide trading terminals. Accordingly on June 15 2015 an application hasbeen submitted to BSE in this regard. However Company's shares have yet not beendelisted.
4.13Loans Guarantees or Investments under Section 186
During the period under review the Company had not made any loan to or borrowed anyfunds from any bank/ financial institutions or made any investments seeking therequirement of compliance with section 186 of the Companies Act 2013 as amended.
4.14Managerial Personnel Remuneration
A. Details as required pursuant to Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 read with the Companies (Appointment andRemuneration of Managerial Personnel) Amended Rules 2016 :
(i) Ratio of the remuneration of each Executive Director to the median remuneration ofthe Employees of the Company for the financial year 2015-16 the percentage increase inremuneration of each executive Director Chief Financial Officer and Company Secretaryduring the financial year 2015-16.
1. In view of the stressed financial condition of the Company Mr. Pradeep GuptaChairman and Managing Director of the Company has not voluntarily been drawing hisremuneration since April 2014;
2. Remuneration of Mr. Pradeep Gupta Chairman and Managing Director was enhanced witheffect from 25th May 2016 within the limits stipulated in section 197 read withSchedule V of the Companies Act 2013;
3. During the financial year Mr. Sankaranarayanan V.V. Chief Financial Officer drawnhis remuneration from Cyber Media Research & Services Limited a hundred percentsubsidiary of the Company.
(ii) The percentage increase in the median remuneration of employees during thefinancial year: 6%;
(iii) The number of permanent employees on the roll of the company as on 31stMarch 2016 was 80;
(iv) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: NA
B. Details as required under Rule 5(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 as amended:
(i) No employee of the Company during the financial year was in receipt of totalannual remuneration of not less than Rs. 1.02 Crore or Rs. 8.50 Lakh per month.
(ii) No employee during the financial year was in receipt of the remuneration inexcess of that drawn by Managing Director or Whole-Time Director and holds by himself oralong with his spouse and dependent children not less than 2 % of the equity shares ofthe Company.
4.15 Extract of Annual Report
As per section 92 of the Companies Act 2013 read with Rule 12 of the Companies(Management and Administration) Rules 2014 as amended from time to time an Extract ofAnnual Return in Form MGT-9 as on March 312016 is attached as Annexure C to thisReport.
4.16 Particulars of contracts or arrangement with related parties
In accordance with section 188(1) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 as amended all transactions entered by the Company withRelated 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 innature) and the same were reviewed by the Audit Committee and the Board of Directors.
There were no materially significant transactions with Related Parties during thefinancial year which were in conflict with the interest of the Company.
The particulars of contracts or arrangements entered into by the Company with therelated parties are given in Form AOC-2 attached as Annexure-E to this report.
4.17 In accordance with section 143(12) of the Companies Act 2013 asamended as per the Statutory Auditors' Report there is no fraud in the Company
5. CORPORATE GOVERNANCE
5.1 Listing Regulations
Your Company is fully compliant with the Corporate Governance guidelines as laid outin the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 includingthe amended Regulations SEBI circulars notifications etc. (the ListingRegulations). All the Directors (and also the members of the Senior Management) haveaffirmed in writing their compliance with and adherence to the Code of Conduct adopted bythe Company. The details of the Code of Conduct are furnished in the Corporate GovernanceReport attached as Annexure B to this Report.
The Chairman & Managing Director has given a certificate of compliance with theCode of Conduct which forms part of Annexure B as required under the ListingRegulations. M/s. N S & Associates Practicing Company Secretaries have examined therequirements of Corporate Governance with reference to the Listing Regulations and havecertified the compliance. The Certificate has given by them in this regard which formspart of Annexure B.
The Managing Director / Chief Financial Officer (CEO/ CFO) have given certification asrequired under the Listing Regulations which forms part of Annexure B.
Related Party disclosures/transactions are detailed in the Notes to the financialstatements.
5.2 Directors and Key Managerial Personnel
a. Appointment of Mr. Pradeep Gupta as Chairman and Managing Director:
Mr. Pradeep Gupta (DIN: 00007520) whose term of three years as Chairman and ManagingDirector has completed on 29th February 2016. The Board of Directors has at its meetingheld on 25th May 2016 further appointed Mr. Pradeep Gupta as Chairman andManaging Director for a term of three years effective from 25th May 2016. Your directorsrecommend his appointment as such.
b. Re-appointment of Mr. Hoshiediar Rastom Ghaswalla who retires by rotation:
Mr. Hoshiediar Rastom Ghaswalla (DIN: 06371019) Whole-Time Director who retires byrotation and being eligible has offered himself for re-appointment as Director. Yourdirectors recommend his reappointment as such.
Declaration by Independent Directors
In terms of Section 149(7) of the Companies Act the Company has received declarationfrom the Independent Directors of the Company with respect to meeting the criteria of theindependence as stipulated under section 149(6) of the Act. The names of independentdirectors are as under:
5.3 Formal Annual Evaluation
Pursuant to the provisions of the Companies Act 2013 as amended from time to time andRegulation 25(3) of the Listing Regulations Independent Directors at their meetingwithout the participation of the Non-independent Directors and Managementconsidered/evaluated the
Boards' performance Performance of the Chairman and other Non-independent Directors.
The Board has undergone a formal review which comprised Board effectiveness survey andreview of materials.
The Board subsequently evaluated its own performance the working of its Committees(Audit Nomination and Remuneration and Stakeholders Relationship Committee) andIndependent Directors (without participation of the relevant Director).
The criteria for performance evaluation have been detailed in the Corporate GovernanceReport attached as Annexure B to this Report.
5.4 Internal Financial Control
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including the Company's adhering policies thesafeguarding of its assets the prevention and detection of frauds and errors theadequacy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
6. SHARE CAPITAL
A) Issue of equity shares with differential rights:
There was no issuance of equity shares with differential rights during the period underreview.
B) Issue of sweat equity shares:
There was no issuance of sweat equity shares of the Company during the period underreview.
C) Issue of employee stock options:
There was no issuance of employee stock options of the Company during the period underreview.
D) Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees:
There was no provision of money by the Company for purchase of its own shares byemployees or by trustees for the benefits of employees during the period under review.
7. CORPORATE SOCIAL RESPONSIBILITY
The Company's net worth and turnover are far below the limits as specified under theprovisions of section 135 of the Companies Act 2013 as amended from time to time. Furtherthe 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 asamended from time to time regarding Corporate Social Responsibility are not applicable tothe Company.
8. PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARIES ASSOCIATES AND JOINTVENTURES
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014) including any statutory modifications/amendmentsthereto.
(i) Statement containing salient features of the financial statement of subsidiaries.
(Rs. in Lakhs except % of shareholding)
* Wholly Owned Subsidiary of Cyber Media India LLC.
** Wholly Owned Subsidiary of Kurrent Media LLC
(ii) Statement containing salient features of the financial statement of associatecompanies.
(Rs. in Lakhs except % of shareholding)
(iii) The Company has no joint venture with any company firm or body corporate etc.
During the year under review your Company has not accepted any deposits under ChapterV of the Companies Act 2013 and Rules made there under as amended.
10.1 Statutory Auditors
The Statutory Auditors of the Company M/s Goel Mintri & Associates CharteredAccountants (Firm Registration No. 013211N) were appointed in the 32nd AnnualGeneral Meeting of the Company held on 30.09.2014 for a period of 5 years commencing from32nd AGM held on 30.09.2014 until the conclusion of 37th AGM.
Pursuant to section 139 of the Companies Act 2013 as amended from time to time theappointment of statutory auditors is required to be ratified at every annual generalmeeting of the Company. Hence your Directors recommend the ratification to theappointment of M/s Goel Mintri & Associates Chartered Accountants as StatutoryAuditors by the members at the ensuing AGM of the Company and to authorise the Board ofDirectors to fix their remuneration in consultation with them.
Statutory Auditors' Report
There was no qualification adverse remarks or disclaimer in the report issued by theStatutory Auditors of the Company.
10.2 Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial personnel) Rules 2014 yourCompany engaged the services of M/s. N S & Associates Company Secretaries inPractice Delhi to conduct the Secretarial Audit of the Company for the financial yearended March 31 2016. There was no qualification adverse remarks or disclaimer in thereport of Secretarial Auditors. The Secretarial Audit Report (in Form MR-3) is attached asAnnexure D to this Report.
10.3 Internal Auditors Report
The Internal Auditors submit their report to the Audit Committee on quarterly basis.
11. COMPANY'S POLICIES
I. 1 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 including any statutory amendments theretoand Regulation 22 of the Listing Regulations the Company has the Policy on VigilMechanism/ Whistle Blower. The policy is available on the Company's website link:
During the year the Company did not receive any complaint under vigil mechanism.
II. 2 Nomination and Remuneration Policy
The Company has the policy on the appointment and remuneration of directors and keymanagerial personnel
which provides a framework based on which our human resources management aligns theirrecruitment plans for the strategic growth of the Company. The policy is uploaded in theCompany's website. The related weblink is: http://cybermedia.co.in/corporate-governance/ .
11.3 Related Party Transactions
Your Company has a policy for contracts or arrangements to be entered into by theCompany with related parties. The policy has been uploaded in the Company's website. Therelated weblink is: http://cybermedia.co.in/corporate- governance/
11.4 Policy for Determining Material Subsidiaries
Your company has policy for determining material subsidiaries which is uploaded in theCompany's website. The relevant weblink is: http://cybermedia.co.in/corporate- governance/
11.5 Risk Management Policy:
Your Company has a robust Risk Management policy. The Company through a Risk ManagementCommittee oversees the Risk Management process including risk identification impactassessment effective implementation of the mitigation plans and risk reporting. TheCompany has a risk management policy which is available on Company's website link:http://cybermedia.co.in/corporate- governance/
The details of Risk Management as practiced by the Company is provided as part ofManagement Discussion and Analysis Report attached as Annexure F to this Report.
11.6 Document Preservation Policy
Pursuant to the provisions of Regulation 9 of the Listing Regulations the Company hasformed a policy for preserving the documents files information etc. of the company. Thepolicy may be downloaded from the Company's website. The relevant weblink is: http://cybermedia.co.in/corporate-governance/.
12. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of section 134(5) of the Companies Act 2013 as amended fromtime to time the Board of Directors to the best of their knowledge and ability confirmthat:
(i) That in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures.
(ii) That the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period.
(iii) That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013as amended from time to time for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities.
(iv) That the Directors had prepared the annual accounts on an ongoing concern basis.
(v) That the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
(vi) That the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
13. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE AND OUTGO
The particulars prescribed under Section 134 of the Companies Act 2013 read with Rule8(3) of the Companies (Accounts) Rules 2014 including any statutory modification(s)/amendment(s) thereto relating to Conservation of Energy technology Absorption ForeignExchange Earnings and outgo are furnished in Annexure A to this Report.
The Directors would also like to express their deep sense of appreciation to all theemployees who are committed to strong work ethics excellent performance and commendableteamwork and have thrived in a challenging environment.
The Directors thank the valued clients and vendors for the continued patronage extendedby them to your Company. It will be Company's endeavour to build and nurture strong linkswith the service based on mutuality of benefits respect for and cooperation with eachother consistent with clients interests. The Directors also take this opportunity tothank all Clients Vendors Banks Government and Regulatory Authorities and StockExchanges for their continued support.
Finally the Directors wish to express their gratitude to the valued shareholders fortheir unwavering trust and support.
ANNEXURE TO THE DIRECTORS' REPORT
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGOConservation of energy:
The operations of the Company are not energy-intensive. However significantmeasures are taken to reduce energy consumption by using energy-efficient equipment. TheCompany constantly evaluates and invests in new technology to make its infrastructure moreenergy efficient and also under cost reduction measure the management has internallyissued different circulars for use of natural light in place of tube lights;Administration keep a regular check on whether the Computer systems provided to theemployees have been shut down properly at the time of closure of office etc.
No new investment is made on such energy saving devices during the financialyear.
Further since energy costs comprise a very small part of your Company's totalexpenses the financial implications of these measures are not material.
(i) The Company uses latest equipments and state of the art technology to provide asophisticated and tech friendly environment to its employees.
Company uses diverse mix of technology platforms across its national andregional headquarters that's partly driven by business need; partly by its publications'need to test a lot of technologies they write about both within its extensive test labsand in a real business environment; and finally by its need to use a number of thetechnology areas that it evangelizes such as intranet applications and the Linuxplatform.
Cyber House and regional headquarters are also wireless-enabled with Wi-Fiaccess points deployed and wireless-enabled laptops with editors and managers. Virtuallyevery employee has a PC in fully networked environment.
The applications include Circulation Accounts CRM and HR.
(i) By virtue of the above initiatives the Company is able to adopt appropriatetechnology for rendering better services at competitive prices.
(ii) The Company firmly believes in that research and development of new techniques andprocessed will help the Company to grow and thus it is taking steps to upgrade andmodernize its processes by adopting latest technology developments in the field. Howeverpresently Research & Development costs comprise a very small part of your Company'stotal expenses and hence the financial implications of these measures are not material.
Foreign exchange earnings and Outgo:
As per the requirements of Section 134 of the Companies Act 2013 read with Companies(Accounts) Rules 2014 including any statutory modification(s)/re-enactments(s) thereofthe details of foreign earnings and outgo are as follows:
Efforts and Initiatives in relation to Exports
The Company's publications are well accepted globally. The Company is providing digitalmedia services and is continuously putting efforts for more global recognition.