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Cyber Media (India) Ltd.

BSE: 532640 Sector: Media
NSE: CYBERMEDIA ISIN Code: INE278G01037
BSE LIVE 14:30 | 06 Dec 12.00 -0.60
(-4.76%)
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NSE LIVE 14:59 | 06 Dec 10.20 0.10
(0.99%)
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10.20

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OPEN 12.00
PREVIOUS CLOSE 12.60
VOLUME 533
52-Week high 14.58
52-Week low 5.85
P/E
Mkt Cap.(Rs cr) 12.60
Buy Price 12.00
Buy Qty 567.00
Sell Price 0.00
Sell Qty 0.00
OPEN 12.00
CLOSE 12.60
VOLUME 533
52-Week high 14.58
52-Week low 5.85
P/E
Mkt Cap.(Rs cr) 12.60
Buy Price 12.00
Buy Qty 567.00
Sell Price 0.00
Sell Qty 0.00

Cyber Media (India) Ltd. (CYBERMEDIA) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the Thirty Second Annual Report on thebusiness and operations of your Company together with the Audited Annual Accounts of theCompany for the financial year ended 31st March 2015.

FINANCIAL RESULTS

The comparative financial position of the Company for the year under report and theprevious year is as follows in accordance with the provisions of clause (a) of sub-section(1) of section 217 of the Companies Act 1956:

Consolidated

Standalone

Particulars FY 15 FY 14 FY 15 FY 14
Total Income 598.56 716.09 245.12 319.05
Expenditure
- Direct Expenses 11.57 30.85 7.17 27.16
- Personnel Expenses 199.98 239.54 64.16 92.32
- Other Expenses 322.88 399.05 128.47 182.35
EBITDA 64.13 56.57 45.32 17.22
- Financial Expenses 50.76 46.42 38.70 35.94
- Depreciation 50.68 46.16 17.53 14.35
- Exceptional Expenses
Profit Before Tax (24.18) (36.02) (10.89) (33.07)
for the Year
Provision for Taxation (12.12) (18.33) (5.01) (8.98)
Profit After Tax (12.07) (17.69) (5.88) (24.09)
for the Year

FINANCIAL/OPERATION PERFORMANCE REVIEW

Financial year 2014-14 has indeed been a challenging year not just for the Indian Media& Entertainment Industry or even the Indian economy but for the larger worldeconomy. With a view to this the Company put hard efforts to achieve its target andconsequently managed to pull consolidated revenue of Rs. 598.56 million for the financialyear ended March 31 2015 as against previous year's revenue of Rs. 716.09 million. TheEBITDA on consolidated basis for the financial year ended March 31 2015 stands at Rs.64.13 million against Rs.56.57 Million for the last year. The EBITDA on standalone basishas gone up to Rs. 45.32 Million against the last year's figure of Rs. 17.22 million.Further the net loss figures both on consolidated basis as well as standalone basis wereRs. 12.07 million and Rs. 5.88 million respectively.

CONSOLIDATED FINANCIAL STATEMENT

As stipulated by Clause 32 of the Listing Agreement with the Stock Exchanges theconsolidated financial statements have been prepared by the Company in accordance withapplicable Accounting Standards issued by the Institute of Chartered Accountants of Indianotified under Section 209 of the Companies Act 1956. The Audited consolidated financialstatements together with Auditors Report form part of the Annual Report.

DIVIDEND

Your Directors have not declared any dividend for the year 2014-14.

RESERVES

No amount has been transferred to the reserves.

SUBSIDIARIES AND ASSOCIATE COMPANIES

Your Company has Eight subsidiaries out of which three are Indian Companies and fiveare foreign Companies.

Indian Subsidiaries include:

Cyber Media Research & Services Limited (Formerly known as Cyber Media ResearchLimited) Cyber Media Services Limited and Cyber Astro Limited.

Foreign subsidiaries include Cyber Media Singapore Pte Limited and Cyber Media IndiaLLC.

Cyber Media India LLC further has three subsidiaries viz: TDA Group Inc. ContentMatrix LLC and Global Services Media LLC.

A gist of the financial performance of the subsidiaries is contained in the report. Theannual 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 companies which are associates to the Company are: Cyber Media Careers LimitedCyber Media Foundation Limited and Any Time Media Services Limited.

The Ministry of Corporate Affairs Government of India issued a General Circular No.2/2011 dated February 8 2011 and granted a general exemption for complying with theprovisions of Section 212 of the Companies Act 1956 subject to certain conditions.Accordingly the Board of Directors of the Company at its meeting held on May 29 2015decided to comply with the conditions as stipulated in the said circular. A brief of theconditions are given hereunder for reference:

(i) The annual accounts of the subsidiary(ies) and other related information shall bemade available to Shareholders of the Company holding and subsidiary Companies and ondemand the copies of the same shall also be furnished to the shareholders.

(ii) The annual accounts of the subsidiary(ies) shall be kept for inspection to theshareholders in the Registered Office of the Company and/or the subsidiaries concerned.

(iii) The statement of financials of the subsidiaries shall form part of the auditedAnnual Report.

PUBLIC DEPOSITS

During the year under review your Company has not accepted any deposits under theprovisions of Section 58A of the Companies Act 1956 and Rules made there under.

BUY BACK OF SHARES

The Company has not under taken any exercise of buy back of its equity shares duringthe year under review.

LISTING AT STOCK EXCHANGES

The shares of the Company are listed on the National Stock Exchange of India Ltd. andBombay Stock Exchange Ltd. The annual listing fee for the financial year 2014-14 has beenpaid.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FORREIGN EXCHANGE EARNING AND OUTGO

Information relating to conservation of energy technology absorption research anddevelopment and foreign exchange earning and outgo forming part of directors' report interms of section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosureof particulars in the report of the Board of Directors) Rules 1988 as amended has beengiven in Annexure A to this report.

DIRECTOR'S RESPONSIBILITY STATEMENT

Directors Responsibility Statement prepared in accordance with sub-section 2AA ofSection 217 of the Companies Act 1956 regarding compliance with the accounting standardsaccounting policies while preparing the financial results of the Company is as follows:

The Directors hereby state:

That in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures.

That the Directors had selected such accounting policies and applied them consistentlyand made judgment and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period.

That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 1956for safeguarding the assets of the Company and for prevention and detection of fraud andother irregularities.

That the Directors had prepared the annual accounts on an ongoing concern basis.

BOARD OF DIRECTORS

(i) On February 11 2015 Mr Arun Kumar Dang was appointed as Additional Director interms of Section 161(1) of the Companies Act 2014 (section 260 of the Companies Act1956) in the category of 'Non-Executive' and is continuing as 'Independent Director' andfurther meets the criteria for independence as provided under Section 149(6) of theCompanies Act 2014 to be independent in the Board. In terms of the aforesaid section ofthe Companies Act 2014 as Additional Director shall hold office upto the date of thenext Annual General Meeting and be eligible for appointment to the office of a director atany general meeting in terms of Section 160 of the Companies Act 2014.

However in terms of Section 149(10) of the Companies Act 2014 an IndependentDirector shall hold office for a term of five consecutive years but shall be eligible forre-appointment on passing a Special Resolution by the Company. Further Section 149(13) ofthe Companies Act 2014 provides that the provisions pertaining to retirement of Directorsby rotation shall not be applicable to Independent Directors.

In order to ensure the compliance with the provisions of Section 149 and 152 of theCompanies Act 2014 read with the Rules made thereunder it is proposed that approval ofthe shareholders be accorded for the appointment of Mr. Arun Kumar Dang as 'IndependentDirector' for a term of five years effective from April 1 2015 to March 31 2019. Hisappointment is required to be in compliance with the provisions of Section 160 of theCompanies Act 2014.

Brief resume of Dr. Arun Kumar Dang nature of expertise details of directorships heldin other companies and shareholding in the Company as stipulated under Clause 49 of thelisting Agreement with the Stock Exchanges is summarized in the Corporate GovernanceReport forming part of this Annual Report.

Your Directors recommend their appointment as Independent Director.

(ii) Mr. Krishan Kant Tulshan was appointed as Director in the Board of the Company onFebruary 71997 in terms of section 260 of the Companies Act 1956 (Section 161(1) of theCompanies Act 2014). Further he was appointed as a Non-Executive Director from October18 2010 in the category of Non-Executive and is continuing as 'Non-Executive Director'.He has been as independent in the Board of the Company since October 18 2010 and meetsthe criteria for independence as provided under Section 149(6) of the Companies Act 2014to be independent in the Board.

In terms of Section 149(10) of the Companies Act 2014 an Independent Director shallhold office for a term of five consecutive years but shall be eligible for re-appointmenton passing a Special Resolution by the Company. Further Section 149(13) of the CompaniesAct 2014 provides that the provisions pertaining to retirement of Directors by rotationshall not be applicable to Independent Directors.

In order to ensure the compliance with the provisions of Section 149 and 152 of theCompanies Act 2014 read with the Rules made thereunder it is proposed that approval ofthe shareholders be accorded for the appointment of Mr. Krishan Kant Tulshan as'Independent Director' for a term of five years effective from May 29 2015 to May 282019.

Brief resume of Mr. Krishan Kant Tulshan nature of expertise details of directorshipsheld in other companies and shareholding in the Company as stipulated under Clause 49 ofthe listing Agreement with the Stock Exchanges is summarized in the Corporate GovernanceReport forming part of this Annual Report.

Your Directors recommend their appointment as Independent Director.

Resignations:

Dr. Ashok Agarwal member of the Board resigned from the services of the Companyeffective January 17 2015. The Board would like to thank and record its appreciation forthe services rendered by Dr. Agarwal to the Board and the Company.

Dr. K. S. Mehta stepped down as independent director of the Board with effect from May29 2015. The Board would like to thank and record its appreciation for the servicesrendered by Dr. Mehta to the Board and the Company.

Mr. Rohitasava Chand tendered his resignation from his office of Directorship of theCompany to be effective from June 18 2015. The Board would like to thank and record itsappreciation for his services rendered to the Board and the Company.

DIRECTOR IDENTIFICATION NUMBER

Mr. Pradeep Gupta: 00007520 Mr. Krishan Kant Tulshan: 00009764 Dr. Arun Kumar Dang:00087126.

HUMAN RESOURCE DEVELOPMENT

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 and onStress 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.

INDUSTRIAL RELATIONS

The relation between the Company and its employees remained cordial throughout theyear. Not a single day was spent idle due to any strike or bad relations with theemployees.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance as per Clause 49 of the Listing Agreementalongwith the certificate of the Auditor's of the Company confirming compliance of thevarious practices of Corporate Governance is set out in the Annexure forming part of thisReport.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the Listing Agreement isannexed to this report.

AUDITORS

The Statutory Auditors of the Company M/s Goel Mintri & Associates CharteredAccountants (Firm Registration No. 013211N) retire at the ensuing Annual General Meeting.Being eligible they offer themselves for re-appointment. They have furnished aCertificate stating that their re-appointment would be within the limits specified undersection 224(1 B) of the Companies Act 1956.

Your Directors recommend their re-appointment.

AUDIT COMMITTEE RECOMMENDATION

During the year there was no such recommendation of the Audit Committee which was notaccepted by the Board. Hence there is no need for the disclosure of the same in thisReport.

AUDITORS REPORT

The observations made by the Auditors with reference to notes on accounts for the yearended 31st March 2015 are self-explanatory and therefore do not call for any furthercomments under Section 217(3) of the Companies Act 1956.

MATERIAL CHANGES AND COMMITMENTS FROM THE END OF FINANCIAL YEAR TO THE DATE OF BALANCESHEET

There are no material changes / events after the date of the Balance Sheet.

PARTICULARS OF EMPLOYEES IN TERMS OF SECTION 217(2A) OF THE COMPANIES ACT. 1956

No employee of the Company is covered under the limits pursuant to the provisions ofSection 217(2A) of the Companies Act 1956 read with the Companies (Particulars ofEmployees) Rules 1975 s amended.

ACKNOWLEDGEMENT

Your Directors would like to take this opportunity to express sincere thanks to thevalued members and associates of the Company with a special reference to the valuableservices and support of The State Bank of Mysore.

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 customers for the continued patronage extended by themto your Company. Finally the Directors wish to express their gratitude to the valuedshareholders for their unwavering trust and support.

For and on behalf of the Board of Directors of

Cyber Media (India) Ltd
Sd/- Sd/-
Pradeep Gupta Krishan Kant Tulshan
Place : New Delhi Chairman & Managing Director Director
Date : May 29 2015 DIN: 00007520 DIN: 00009764

ANNEXURE - A TO THE DIRECTOR'S REPORT AS PER SECTION 217 (1) (e) OF COMPANIES ACT1956.

Information relating to conservation of energy technology absorption research anddevelopment and foreign exchange earning and outgo forming part of directors' report interms of section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosureof particulars in the report of the Board of Directors) Rules 1988 as follows:-

A. Conservation of Energy

The operations of the Company are not energy-intensive. However significant measuresare taken to reduce energy consumption by using energy-efficient equipment. The Companyconstantly evaluates and invests in new technology to make its infrastructure more energyefficient and also under cost reduction measure the management has internally issueddifferent circulars for use of natural light in place of tube lights; Administration keepa regular check on whether the Computer systems provided to the employees have been shutdown properly at the time of closure of office etc.

No new investment is made on such energy saving devices during the financial year.

Further since energy costs comprise a very small part of your Company's totalexpenses the financial implications of these measures are not material.

B. Technology absorption

Research and Development (R & D)

(i) Specific areas in which R&D carried out by the Company

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.

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 and regionalheadquarters that's partly driven by business need; partly by its publications' need totest a lot of technologies they write about both within its extensive test labs and in areal business environment; and finally by its need to use a number of the technologyareas that it evangelizes such as intranet applications and the Linux platform.

CyberHouse and all three CyberHouse regional headquarters are also wireless-enabledwith Wi-Fi access points deployed and wireless-enabled laptops with editors and managers.Virtually every employee has a PC in fully networked environment. The applications includeCirculation Accounts CRM and HR.

(ii) Benefits derived as a result of the above R&D

By virtue of the above initiatives the Company is able to adopt appropriate technologyfor rendering better services at competitive prices.

(iii) Future plan of action

The Company continues to evaluate and adopt innovative and high quality products andtechnologies to meet the dynamic consumer needs and drive growth. Continuous focus onreducing costs to fund the growth and reduce the operating costs.

(iv) Expenditure on R & D

a) Capital - N.A.

b) Recurring - N.A.

c) Total - N.A.

d) Total R&D expenditure - N.A. as a percentage of total turnover

Due to nature of the business of the Company the Company is not into any specificresearch therefore all the expenditures incurred for the activities mentioned in B(i)above are charged to the respective expenditures accounts and cannot be separatelyidentified.

No imported technology is required by the company.

C. Foreign Exchange Earnings and Outgo

As per the requirements of clause (e) of sub-section 1 of Section 217 of the CompaniesAct 1956 read with Companies (Disclosure of Particulars in the Report of Board ofDirectors) Rules 1988 the detail of foreign earnings and outgo is as follows:

Foreign Exchange particulars (Rs. In '000')
a) Foreign Exchange earnings 13772.84
b) Foreign Exchange Expenditure 2027.89

Efforts and Initiatives in relation to Exports:

The Company's publications are well accepted globally. The Company is continuouslyputting efforts for more global recognition.

Development of new export markets for products and services and export plans:

Since the year 2014-14 has been a challenging year not just for Indian Media&entertainment Industry or even the Indian economy but for the larger world economyit is an ambitious task for the Company to upgrade its products in the internationalmarket.

For and on behalf of the Board of Directors of
Cyber Media (India) Ltd
Sd/- Sd/-
Pradeep Gupta Krishan Kant Tulshan
Place : New Delhi Chairman & Managing Director Director
Date : May 29 2015 DIN 00007520 DIN 00009764

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