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Cyberspace Ltd.

BSE: 511656 Sector: IT
NSE: CYBERSPACE ISIN Code: INE063B01026
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Cyberspace Ltd. (CYBERSPACE) - Director Report

Company director report

DIRECTORS

To the Members,

Your Directors have pleasure in presenting the 17* Annual Report together with theaudited accounts of the Company for the year ended March 31, 2013.

FINANCIAL RESULTS

(Rupees in lacs)

PARTICULARS 2012-13 2011-12
Total Income 118.72 87.28
Profit before interest, depreciation and tax (PBIDT) (56.10) (6.54)
Interest 0.17 0.24
Depreciation 7.72 9.39
Profit before Tax (63.99) (16.17)
Deferred Tax (2.13) 7.38
Profit/(Loss) after Tax (61.86) (23.56)

During the year, the Company has recorded an increase in the total income from Rs.87.28 lacs to Rs. 118.72 lacs over the previous year. Including interest and depreciationthe Company has incurred a loss of Rs. 63.99 lacs as against loss of Rs. 16.17 lacs in theprevious year. Due to paucity of funds the Company could not strengthen its marketing teamto push its software products in the market. Depreciation was Rs. 7.72 lacs as against Rs.9.39 lacs in the previous year. The Company has been unable to stem the downshde in thebottomline due to rising costs and worsened economic conditions.

DIVIDEND

Your Directors do not recommend any dividend for the year in view of the accumulatedlosses in the Company.

INVESTORS RELATIONS

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.

CORPORATE GOVERNANCE

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.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public during the year underreview.

PARTICULARS OF EMPLOYEES

None of the employees of the Company employed through out the year or part of the yearwas in receipt of remuneration in excess of limits specified in Section 217(2A) of theCompanies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended.

ADDITIONAL INFORMATION

Particulars pursuant to Section 217(l')(e) of the Companies Act, 1956 and Companies(Disclosure of Particulars in the report of Board of Directors) Rules, 1988.

a. Conservation of energy 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 energy goes on a continual basis.

b. Foreign Exchange Earning and outgo

There were no foreign exchange earnings and outgo during the year.

DIRECTORS

Mr. Sukirti Sogal and Mr. Prashanth Kamath retire by rotation and being eligible, offerthemselves for reappointment at the ensuing Annual General Meeting (AGM). Brief profile ofthe Directors is given in the notes to the Notice of the ensuing AGM.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors accept the responsibility for the integrity and objectivity of theStatement of Profit and Loss for the year ended March 31, 2013 and the Balance Sheet as atthat date. Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956,the Directors hereby confirm that:

i. In the preparation of annual accounts for the year 2012-13 the Generally AcceptedAccounting Principles (GAAP) of India and the applicable accounting standards have beenfollowed along with proper explanation relating to material departures.

ii. The Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that were reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company at the end of the financial year andof the profits of the Company for the year under review.

iii. The Directors have taken proper and sufficient care for maintenance of adequateaccounting records in accordance with the provisions of the Companies Act, 1956 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

iv. The Directors have prepared the annual accounts for the financial year ended March31, 2013 on a 'going concern' basis.

AUDITORS

M/s Shabbir & Rita Associates, Chartered Accountants, Mumbai, Statutory Auditors ofthe Company retire at the forthcoming AGM and have expressed their willingness to continueas Statutory Auditors for the financial year 2013-14 and accordingly a resolutionproposing their appointment is being submitted to the AGM. Members are requested tore-appoint them and fix their remuneration.

STATUTORY DISCLOSURE

None of the Directors of the Company is disqualified under the provisions of Section274(l)(g) of the Companies Act, 1956. Your Directors have made necessary disclosures asrequired under various provisions of the Companies Act, 1956 and Clause 49 of the ListingAgreement.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forming part of this Annual Report is attached.

ACKNOWLEDGEMENTS

The Directors place on record their gratitude for all the guidance and co-operationreceived from all its clients, vendors, bankers, business associates, advisors, regulatoryand Government authorities. The Directors also appreciate and value the contributions madeby every member of the Cyberscape family.

On behalf of the Board of Directors
M.S. Sridhar Anand S.K.
Joint Managing Director Managing Director
Bangalore
May 28, 2013

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