Cyberscape Multimedia Ltd.
|BSE: 532364||Sector: IT|
|NSE: N.A.||ISIN Code: INE519B01019|
|BSE 09:48 | 24 Jul||Cyberscape Multimedia Ltd|
|NSE 05:30 | 01 Jan||Cyberscape Multimedia Ltd|
|BSE: 532364||Sector: IT|
|NSE: N.A.||ISIN Code: INE519B01019|
|BSE 09:48 | 24 Jul||Cyberscape Multimedia Ltd|
|NSE 05:30 | 01 Jan||Cyberscape Multimedia Ltd|
To the Members
Your Directors have pleasure in presenting the 19th Annual Report togetherwith the audited accounts of the Company for the year ended March 312015.
(Rupees in lacs)
Your Directors do not recommend any dividend for the year in view of the accumulatedlosses in the Company.
As required by Clause 32 of the Listing Agreement with the stock exchange a cash flowstatement is appended.
As per the revised Clause 49 of the Listing Agreement a Report on Corporate Governanceis attached to this report.
Integrated Enterprises (India) Ltd. a SEBI registered Transfer Agent is the Company'sShare Transfer Agent. All correspondence regarding securities and investor grievances arebeing attended to at the Registered Office or at the Share Transfer Agent's office locatedat Malleswaram Bangalore. The Company with an objective of friendly investor relationshas set up a Shareholders'/Investors' Grievances Committee. The Committee ensures that allthe queries and suggestions are properly attended to.
Your Company adheres to all the mandatory recommendations of Corporate Governance Codelaid down under Clause 49 of the Listing Agreement with Bombay Stock Exchange. A report onCorporate Governance is provided in this Report. The Auditors' Certificate on CorporateGovernance forms part of this Annual Report.
Your Company has not accepted any deposits from the public during the year underreview.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company does not fall under the purview of section 135 of the Companies Act 2013during the financial year 2014-15. VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished.
RELATED PARTY TRANSACTIONS
Related party transactions that were entered during the financial year were on an arm'slength basis and were in the ordinary course of business. There were no materiallysignificant related party transactions with the Company's Promoters Directors
Management or their relatives which could have had a potential conflict with theinterests of the Company. Transactions with related parties entered by the Company in thenormal course of business are periodically placed before the Audit Committee for itsomnibus approval. The details are annexed as per Form AOC-2. The Board of Directors of theCompany has on the recommendation of the Audit Committee adopted a policy to regulatetransactions between the Company and its Related Parties in compliance with theapplicable provisions of the Companies Act 2013 the Rules thereunder and the ListingAgreement. This Policy was considered and approved by the Board.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees of the Company andDirectors is not given in view of the fact that there is no employee in the Company andthe wholetime Directors are not drawing any remuneration. The sitting fee paid toindependent directors is not significant.
ENERGY TECHNOLOGY AND FOREIGN EXCHANGE:
The information pursuant to 134(3) (m) of the Companies Act 2013 read with Rule 8 ofthe Companies (Accounts) Rules 2014 on Conservation of energy Research & Developmentand Technology Absorption:
a. Conservation of energy Research and Development and technology absorption
The Company's operations are not energy intensive. However adequate measures have beentaken to reduce energy consumption by using energy efficient computers with latesttechnologies. An effort to conserve energygoes on a continual basis
b. Foreign Exchange Earning and outgo
The information related to foreign exchange earnings and outgo during the year underreview is given in notes on accounts.
GREEN INITIATIVES IN CORPORATE GOVERNANCE
In line with the changes in law permitting companies to send electronic copies of fullAnnual Report notices quarterly results etc. to the e-mail IDs of shareholders theCompany has arranged to send the soft copies of the documents to the e-mail IDs ofshareholders available with us or the depositories. In case any of the shareholder wouldlike to receive physical copy of the Annual Report the same shall be forwarded on writtenrequest to the Registrars M/s Integrated Enterprises (India) Limited.
Mr. Sukirti Sogal and Mr. Prashanth Kamath retire by rotation and being eligible offerthemselves for re-appointment at the ensuing Annual General Meeting (AGM). Brief profileof the Directors is given in the notes to the Notice of the ensuing AGM. Mrs. Swarupa H.S.was appointed as an Additional Director effective from March 31 2015. Her brief profileis given in the Explanatory Statement to the Notice convening the Annual General Meeting.
Pursuant to Section 134(5) of the Companies Act 2013 Directors of your Company herebystate and confirm that:
a) in the preparation of the annual accounts for the year ended 31st March 2015 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;
b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitof the company for the same period;
c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls in the company that are adequate andwere operating effectively.
f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and these are adequate and are operating effectively.
DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfil all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify
themselves to be appointed as Independent Directors under the provisions of theCompanies Act 2013 and the relevant rules.
LISTING OF SHARES
The Equity Shares of the Company are listed on BSE Limited (BSE). The Annual ListingFee for the financial year 2015-16 has been partly paid to the Stock Exchange.
M/s Shabbir & Rita Associates LLP Chartered Accountants Mumbai StatutoryAuditors of the Company retire at the forthcoming AGM and have expressed their willingnessto continue as Statutory Auditors for the financial year 2015-16 and accordingly aresolution proposing their appointment is being submitted to the AGM. Members arerequested to re-appoint them and fix their remuneration.
None of the Directors of the Company is disqualified under the provisions of theCompanies Act 2013. Your Directors have made necessary disclosures as required undervarious provisions of the Companies Act 2013 and Clause 49 of the Listing Agreement.
MANAGEMENT DISCUSSION AND ANALYSIS T
he Management Discussion and Analysis forming part of this Annual Report is attached.
The Directors place on record their gratitude for all the guidance and co-operationreceived from all its clients vendors bankers advisors regulatory and Governmentauthorities.
Secretarial Audit Report
For the Financial Year ended March 31 2015
[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]
The Board of Directors Cyberscape Multimedia Limited
# 1456 23rd Main 30th Cross
Banashankari 2nd Stage
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Cyberscape MultimediaLimited(hereinafter called the Company). Secretarial Audit was conducted in a mannerthat provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon. Based on our verification of the bookspapers minute books forms and returns filed and other records maintained by the Companyand also the informationprovided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit we hereby report that in ouropinion the Company has during the audit period ended on March 31 2015 complied withthe statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter:
1. I have examined the books papers minute books forms and returns filed and otherrecords maintained by Cyberscape Multimedia Limited ("The Company") forthe period ended on March 312015 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 madethereunder;
III. The Depositories Act 1996 and the Regulations and Byelaws framed thereunder;
IV. Foreign Exchange Management Act 1999 and the Rules and Regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;
V. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act') to the extent applicable to theCompany: -
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
d. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
e. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; and
f. The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;
g. the Company has complied with the requirements under the Equity Listing Agreementsentered into with BSE Limited National Stock Exchange of India Limited; and
h. The Memorandum and Articles of Association.
I have also examined compliance with the applicable clauses of the following:
i) Secretarial Standards issued by the Institute of Company Secretaries of India (notyet notified)
ii) The Listing Agreements entered into by the Company with the BSE Limited.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards Listing Agreements etc mentioned above.
2.1 further report that the Company has in my opinion complied with the provisions ofthe Companies Act 1956 and the Rules made under that Act and the provisions of CompaniesAct 2013 as notified by Ministry of Corporate Affairs and the Memorandum and Articles ofAssociation of the Company with regard to:
a) maintenance of various statutory registers and documents
and making necessary entries therein;
b) closure of the Register of Members.
c) forms returns documents and resolutions required to be filed with the Registrar ofCompanies and the Central Government;
d) service of documents by the Company on its Members Auditors and the Registrar ofCompanies;
e) notice of Board meetings and Committee meetings of Directors;
f) the meetings of Directors and Committees of Directors including passing ofresolutions by circulation;
g) the 18th Annual General Meeting held on 25th September 2014;
h) minutes of proceedings of General Meetings and of the Board and its Committeemeetings;
i) approvals of the Members the Board of Directors the Committees of Directors andthe Government authorities wherever required;
j) constitution of the Board of Directors / Committee(s) of Directors appointmentretirement and reappointment of Directors including the Managing Director and Whole-timeDirectors;
k) payment of remuneration to Directors including the Managing Director and Whole-timeDirectors
l) appointment and remuneration of Auditors
m) transfers and transmissions of the Company's shares and issue and dispatch ofduplicate certificates of shares;
n) declaration and payment of dividends;
o) transfer of certain amounts as required under the Act to the Investor Education andProtection Fund and uploading of details of unpaid and unclaimed dividends on the websitesof the Company and the Ministry of Corporate Affairs;
p) borrowings and registration modification and satisfaction of charges whereverapplicable;
q) investment of the Company's funds including investments and loans to others;
r) form of balance sheet as prescribed under Part I form of statement of profit andloss as prescribed under Part II and General Instructions for preparation of the same asprescribed in Schedule VI to the Act;
s) Directors' report;
t) contracts common seal registered office and publication of name of the Company;and
u) Generally all other applicable provisions of the Act and the Rules made under theAct.
3.1 further report that:
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members' views are capturedand recorded as part of the minutes.
The Company has obtained all necessary approvals under the various provisions of theAct; and
There was no prosecution initiated and no fines or penalties were imposed during theyear under review under the Act SEBI Act SCRA Depositories Act Listing Agreement andRules Regulations and Guidelines framed under these Acts against / on the Company itsDirectors and Officers.
The Directors have complied with the disclosure requirements in respect of theireligibility of appointment their being independent and compliance with the Code ofBusiness Conduct & Ethics for Directors and Management Personnel;
4. The Company has complied with the provisions of the Securities Contracts(Regulation) Act 1956 and the Rules made under that Act with regard to maintenance ofminimum public shareholding.
5. I further report that the Company has complied with the provisions of theDepositories Act 1996 and the Byelaws framed thereunder by the Depositories with regardto dematerialization / rematerialisation of securities and reconciliation of records ofdematerialized securities with all securities issued by the Company.
6. The Company has complied with the provisions of the FEMA 1999 and the Rules andRegulations made under that Act to the extentapplicable.
7.1 further report that:
a. the Company has complied with the requirements under the Equity Listing Agreementsentered into with BSE Limited.
b. the Company has complied with the provisions of the Securities and Exchange Board oflndia (Substantial Acquisition of Shares and Takeovers) Regulations 2011 including theprovisions with regard to disclosures and maintenance of records required under the saidRegulations;
c. the Company has complied with the provisions of the Securities and Exchange Board ofIndia (Prohibition of Insider Trading) Regulations 1992 including the provisions withregard to disclosures and maintenance of records required under the said Regulations;
8. I further report that the compliance by the company of the applicable financiallaws like direct and indirect tax laws has not been reviewed in this Audit since thesame have been subject to review by the statutory financial audit and other designatedprofessionals.
9. I further report that based on the information received and records maintained thereare adequate systems and processes in the Company commensurate with the size andoperations of the Company to monitor and ensure compliance with applicable laws rulesregulations and guidelines.
I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
(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 thecompany with related parties referred to in subsection (1) of section 188 of the CompaniesAct 2013 including certain arm's length transaction under third proviso is given below:
1. Details of contracts or arrangements or transactions not at Arm's length basis.
2. Details of contracts or arrangements or transactions at Arm's length basis.