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Cyber Media (India) Ltd.

BSE: 532640 Sector: Media
NSE: CYBERMEDIA ISIN Code: INE278G01037
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VOLUME 400
52-Week high 19.85
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P/E 83.88
Mkt Cap.(Rs cr) 9
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OPEN 6.71
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VOLUME 400
52-Week high 19.85
52-Week low 6.71
P/E 83.88
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

To

The Members

Your Directors have pleasure in presenting the Thirty Fifth Annual Report on thebusiness and operations of the Company and the accounts for the financial year ended March31 2017.

1. FINANCIAL SUMMARY OF THE COMPANY

The financial statements of the Company have been prepared in accordance with theGenerally Accepted Accounting Principles in India (Indian GAAP) to comply with theAccounting Standards specified under Section 133 of the Companies Act 2013 read withRule 7 of the Companies (Accounts) Rules 2014 and the relevant provisions of theCompanies Act 2013 ("2013 Act") as applicable and guidelines issued by theSecurities and Exchange Board of India ("SEBI"). Accounting policies have beenconsistently applied except where a newly issued accounting standard if initially adoptedor a revision to an existing accounting standard requires a change in the accountingpolicy hitherto in use. Management evaluates all recently issued or revised accountingstandards on an ongoing basis. The Company has six subsidiary companies across the globe.The financial results of the Company for the year under report and the previous year areas follows:

Consolidated: (Rs. in Lakhs)
Particulars As on 31.03.2017 As on 31.03.2016
Total Income 5354.00 5112.42
Expenditure
Direct Expenses 77.87 62.59
Employee Benefits Expenses 2104.15 2131.53
Other Expenses 3167.06 3714.54
EBITDA 4.92 (796.24)
Financial Expenses 114.24 191.53
Depreciation 325.90 415.72
Profit Before Tax for the Year (435.22) (1403.49)
Provision for Taxation (196.25) (117.41)
Profit After Tax for the Year (238.97) (1286.08)
Standalone: (Rs. in Lakhs)
Particulars As on 31.03.2017 As on 31.03.2016
Total Income 865.60 1256.00
Expenditure
Direct Expenses 50.60 51.63
Employee Benefits Expenses 660.27 563.76
Other Expenses 445.66 1633.07
EBITDA (290.93) (992.46)
Financial Expenses 49.99 66.05
Depreciation 47.64 112.04
Profit Before Tax for the Year (388.56) (1170.55)
Provision for Taxation (182.94) (56.55)
Profit After Tax for the Year (205.62) (1114.00)

Performance Review Consolidated Operations

The year under review has been very challenging to the Company. Your Company made hugeefforts to invest talented and experienced human resources and skills in print media andpublishing digital media services products and network in the domestic and internationalmarkets. The Company reports total consolidated revenue of Rs. 53.54 crore againstconsolidated revenue of Rs. 51.24 crore in the previous financial year from print mediabusiness digital media e-commerce and providing services in the areas of Interactivemedia etc. The earnings before interest tax and depreciation on consolidated basis forthe financial year under review stand at Rs. 0.05 crore against a loss of Rs. 7.96 crorein the previous financial year. There is a net loss of Rs. 2.38 crore on consolidatedbasis for the year against a net loss of Rs. 12.86 crore in the previous financial year.

Standalone operations

The Company reports total standalone revenue of Rs. 8.66 crore against revenue of Rs.12.56 crore in the previous financial year from print media business digital mediae-commerce and providing services in the areas of Interactive media etc. The earningsbefore interest tax and depreciation on standalone basis for the financial year underreview stand at Rs. 2.91 crore against a loss of Rs. 9.92 crore in the previous financialyear. There is a net loss of Rs. 2.05 crore on standalone basis for the year against a netloss of Rs. 11.14 crore in the previous financial year

2. DIVIDEND

In the absence of profits Your Directors do not recommend any dividend for the yearunder review.

3. SHARE CAPITAL

ISSUED AND PAID UP CAPITAL

In the absence of profits Your Directors do not recommend any dividend for the yearunder review. a. During the year under review the Company allotted 1066000 equityshares of Rs. 10 each to Mr. Pradeep Gupta and Mr. Dhaval Gupta Promoter & Promoter'sGroup respectively on preferential basis on 31.03.2017. After issuance the issued andpaid up capital of the Company has increased from Rs. 105012420 comprising 10501242equity shares of Rs. 10/- each at par to Rs.115672420 comprising 11567242 equityshares of Rs. 10 each. b. Further after the close of the financial year under review butbefore the date of this report the Company allotted 1300000 equity shares of Rs. 10 eachat par to Mr. Pradeep Gupta and Mr. Dhaval Gupta Promoter & Promoter's Grouprespectively on preferential basis on 06.04.2017. After issuance the issued and paidup capital of the Company has increased from Rs. 115672420 comprising 11567242equity shares of Rs. 10 each to Rs. 128672420 comprising 12867242 equity shares ofRs. 10 each.

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 and there are no outstanding employee stock options issued and/ or vested as onMarch 31 2017.

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 forpurchase of its own shares by employees or by trustees for the benefits of employeesduring the period under review.

4. TRANSFER TO RESERVES

No amount has been transferred to the reserves during the year under review.

5. CORPORATE AFFAIRS

5.1 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 organizationalvision. Structure Process and Culture are the cornerstones of our Human Resourcesstrategy and we have made strides in each area during the year under review. Employeeinvolvement across Indian and International locations and recognition for individual andteam achievements received another fillip. The Company has always valued its employees.The HR department is geared towards ensuring recruitment retention and development of thebest talent in the industry with focus to contribute strive towards excellencecontinuously.

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.

5.2 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.

5.3 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(s) or re-enactment(s) theretoduring 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 and Remuneration of ManagerialPersonnel) Rules 2014 including any statutory modification(s) or re-enactment(s) theretoare furnished in this Report.

5.4 Annual Report circulation

Having regard to the provisions of Section 136(1) read with its relevant proviso of theCompanies Act 2013 including any statutory modification(s) or re-enactment(s) thereofthe Annual Report containing the audited financial statements including consolidatedaudited financial statements is being sent by electronic mode to the members whoseshareholdings are in dematerialised form and their email ids are registered withdepository participants for communication purpose and the shareholders who have registeredtheir email ids for this purpose; and those who have not registered email ids for thispurpose by physical mode. The said information is available for inspection at theRegistered Office of the Company during working hours and any member interested inobtaining such information may write to the Company Secretary and the same shall befurnished without any fee and free of cost. The Annual Report may also be downloaded fromCompany's website: www.cybermedia.co.in.

5.5 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.

5.6 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 LLC WOS ofCyber Media India LLC (ii) Cyber Media Services Limited WOS of Kurrent Media LLC A gistof the financial performance of the subsidiaries is contained in this Report. The annualaccounts of the subsidiaries companies are open for inspection by any member/ investor andthe Company will make available these documents/ details upon request by anyMember/investor of the Company or its subsidiaries interested in obtaining the same.

Associate Companies

The Company has only one associate company namely Cyber Media Foundation Limited.

5.7 Board Meetings held during the year

Eight 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 A to this Report.

5.8 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 Ato this Report.

5.9 Material Changes and Commitments affecting the Financial Position of the companyAllotment of equity shares to the Promoters on preferential basis

The Company had from time to time borrowed unsecured loans of Rs. 58818900.63 fromMr. Pradeep Gupta and Mr. Dhaval Gupta Promoter & belonging to Promoter's Group.During the year the Company has mutually agreed with them to convert part of the loanamounting to Rs. 23660000/- into equity of the company comprising 2366000 equityshares of Rs. 10/- each subject to shareholders approval and other statutory approvals asmay be required. The shareholders have approved the issue and allotment of fresh shares onpreferential basis as above vide postal ballot/E-voting on 25.03.2017. Of 2366000 equityshares the Company allotted 1066000 equity shares of Rs. 10/- each at par to Mr.Pradeep Gupta and Mr. Dhaval Gupta Promoter & Promoter's Group respectively onpreferential basis on 31.03.2017. Further the Company allotted the balance 1300000equity shares of Rs. 10/- each at par to Mr. Pradeep Gupta and Mr. Dhaval Gupta Promoter& Promoter's Group respectively on preferential basis on 06.04.2017.

Subsequent to allotment the loans from Mr. Pradeep Gupta and Mr. Dhaval Gupta stand atRs. 48158900.63 on March 31 2017 and Rs. 35158900.63 on April 6 2017.

5.10 Significant and Material Orders passed by the Regulators or Courts or Tribunalsimpacting the going concern status and Company's operations in future:

There are no significant and/or material orders during the financial year.

5.11 Loans 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 the requirementof compliance with section 186 of the Companies Act 2013 including any statutorymodification(s) or re-enactment(s) thereof.

5.12 Managerial 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 remunerationof each Executive Director to the median remuneration of the Employees of the Company forthe financial year 2016-17 the percentage increase in remuneration of each executiveDirector Chief Financial Officer and Company Secretary during the financial year 2016-17.

Name of Director/ Designation Ratio of remuneration of each Director to median remuneration of Employees Percentage increase in Remuneration
1. Pradeep Gupta Chairman & Managing Director 6.9:1 Nil
2. Dhaval Gupta Whole-Time Director 1.6:1 Nil
4. Sankaranarayanan V.V. Chief Financial Officer Not Applicable 7%
5. Anoop Singh Company Secretary Not Applicable 6%

Note:

In view of the poor financial condition of the Company Mr. Pradeep Gupta Chairman andManaging Director of the Company has voluntarily not been drawing his remuneration sinceApril 01 2014.

(ii) The percentage increase in the median remuneration of employees during thefinancial year: 7%; (iii) The number of permanent employees on the rolls of the company ason 31st March 2017 was 70; (iv) Average percentile increase already made in thesalaries of employees other than the managerial personnel in the last financial year andits comparison with the percentile increase in the managerial remuneration andjustification thereof and point out if there are any exceptional circumstances forincrease in the managerial remuneration: NA

B. Details as required under Rule 5(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 (including any statutory modification(s) orre-enactment(s) thereof): (i) No employee of the Company during the financial year wasin receipt of total annual remuneration of not less than Rs. 1.02 Crore or Rs. 8.50 Lakhper 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.

5.13 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 (including any statutory modification(s) orre-enactment(s) thereof) an Extract of Annual Return in Form MGT-9 as on March 31 2017is attached as Annexure B to this Report.

5.14 Particulars of contracts or arrangement with related parties

a. Transactions with Related Parties in the ordinary course of business which were atArm's Length Basis: During the year under review there were some transactions enteredinto by the Company with related parties which were in the Ordinary Course of Businessand at Arm's Length pricing basis for which the Audit Committee granted omnibus approval(which are repetitive in nature) and the same were reviewed by the Audit Committee and theBoard of Directors.

b. Significant Transactions with Related Parties which were at Arm's Length Basis:

During the year under review on 22.02.2017 the Company entered into acontract/arrangement with Mr. Pradeep Gupta Chairman & Managing Director and Mr.Dhaval Gupta Whole-Time Director (both Key Managerial Personnel) (Promoter &Promoters' Group respectively) with respect to conversion of partial outstanding amount ofloan (borrowed from them from time to time) aggregating to Rs. 23660000 into equity ofthe company comprising 2366000 equity shares of Rs. 10 each and to issue and allot theseshares at a price of Rs. 10 each to them on Preferential Basis for which the AuditCommittee and the Board had granted their approval. For the purpose the Company obtainedthe approval of shareholders of the Company through Postal Ballot/e-voting process theresults of which were declared on 25.03.2017. Out of 2366000 equity shares the Companyallotted 1066000 equity shares of Rs. 10 each at par to Mr. Pradeep Gupta Chairman& Managing Director and Mr. Dhaval Gupta Whole-Time Director (both Key ManagerialPersonnel) (Promoter & Promoters' Group respectively) on 31.03.2017 on PreferentialBasis. After the close of the financial year ended March 31 2017 further 1300000equity shares of Rs. 10 each at par were allotted to Mr. Pradeep Gupta Chairman &Managing Director and Mr. Dhaval Gupta Whole-Time Director (both Key ManagerialPersonnel) (Promoter

& Promoters' Group respectively) on 06.04.2017 on Preferential Basis.

c. During the year there were no materially significant transactions with relatedparties which were in confiict with the interest of the Company. d. In accordance withsection 188(1) of the Companies Act 2013 read with Rule 8(2) of the Companies (Accounts)Rules 2014 (including any statutory modification(s)/ amendment(s) thereto) theparticulars of contracts or arrangement entered into by the Company with related partiesare given in Form AOC-2 attached as Annexure C to this report.

5.15 During the year under review the Company has written off debtors aggregatingto Rs. 1530827 (Rs. 55211741 in the previous financial year).

5.16 In accordance with section 143(12) of the Companies Act 2013 as amended fromtime to time as per the Statutory Auditors' Report there is no fraud in the Company

6. CORPORATE GOVERNANCE

6.1 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

Governance Report attached as Annexure A to this Report. The Chairman & ManagingDirector has given a certificate of compliance with the Code of Conduct which forms partof Annexure A as required under the Listing Regulations. M/s. MKP & AssociatesPracticing Company Secretaries have examined the requirements of Corporate Governance withreference to the Listing Regulations and have certified the compliance. The Certificatehas given by them in this regard which forms part of Annexure A.

The Managing Director /Chief Financial Officer (CEO/ CFO) have given certification asrequired under the Listing Regulations which forms part of Annexure A. Related Partydisclosures/transactions are detailed in the Notes to the financial statements.

6.2 Directors and Key Managerial Personnel

a. Appointment of Directors

(i) Mrs. Shravani Dang (DIN:02131359) was appointed as Independent AdditionalDirector (Non-Executive) with effect from 13.12.2016; (ii) Mr. Pramod Kumar Sanghi(DIN:00010024) was inducted as Independent Additional Director (Non-Executive) on theBoard effective from 13.12.2016.

The above appointments were approved by the shareholders of the company through postalballot/E-voting the results of which were declared on 20.01.2017.

Brief profile of Directors appointed during the year under review: Shravani Dang

Shravani Dang aged 57 years is senior Communications and CSR leader with over twodecades of quantifiable achievements. Her experience base spans multinational companiesacross Technology Financial Not-for-profit and Industrial sectors in both complex andlarge organizations. Currently she serves as the Vice President and Global Group HeadCorporate Communications and Public Relations at the Avantha Group one of India's largestand broad-based industrial conglomerate. Previously she was Head & Associate DirectorCorporate Communications at Fidelity and has worked with internationally reputed brandslike IT giants CSC ($17b billion) and HCL as well as international relief and developmentorganization CARE India. Shravani headed the CSR portfolio at Fidelity CSC and HCL.Shravani also serves as a Member of the Board of Trustees of international NGO - CharitiesAid Foundation (CAF) in India and a co-founder of Asia Pacific Association ofCommunication Directors (APACD) and is a frequent jury member of SABRE awards APACDawards IPRCC and many other Indian and international communications and CSR awards.

Reputation Today magazine recently ranked Shravani as among the top ten corporatecommunications professionals in the country.

Pramod Kumar Sanghi

Mr. Pramod Kumar Sanghi aged 62 years has a PGDM from IIM Calcutta and B.Com (H) fromDelhi University. He has over 38 years of experience in a wide variety of functional areasincluding IPO capital markets investor interaction and road shows corporate governancerisk & compliance capital appropriation-feasibility and project planning audittaxation and controllership foreign exchange and investment management. His lastassignment was as President- Finance and CFO at Nucleus Software Exports Ltd. a leadingSoftware Product company known for its corporate governance and disclosure of policies.Prior to Nucleus software he has worked with both large companies and smallerentrepreneur led companies mainly as Head of Finance

b. Re-appointment of Mr. Dhaval Gupta who retires by rotation:

Mr. Dhaval Gupta (DIN: 05287458) Director retires by rotation and being eligible hasoffered himself for reappointment as Director. Your directors recommend his re-appointmentas such.

c. Resignation of Directors:

(i) Mrs. Varsha Bedi has stepped down as Director (Independent category) from the Boardof the Company effective from 09.09.2016; (ii) Mr. Arun Dang has resigned as Director(Independent category) from the Board of the Company effective from 07.12.2016 (iii) Mr.Hoshiediar Rastom Ghaswalla has also stepped down as Director from Board effective from20.02.2017.

The Board places on record the contributions made by Mrs. Bedi Mr. Dang and Mr.Ghaswalla towards the company during their tenure as Directors.

d. 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: (i) Mr. Krishan Kant Tulshan (DIN: 00009764) (ii) Mrs. ShravaniDang (DIN:02131359) (iii) Mr. Pramod Kumar Sanghi (DIN:00010024)

6.3 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 otherNon-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 ofits Committees (Audit Nomination and Remuneration and Stakeholders RelationshipCommittee) and Independent Directors (without participation of the relevant Director).

The criteria for performance evaluation have been detailed in the Corporate GovernanceReport attached as Annexure A to this Report.

6.4 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.

7. CORPORATE SOCIAL RESPONSIBILITY

The Company's net worth and turnover are below the limits specified under theprovisions of section 135 of the Companies Act 2013 including any statutorymodification(s) or re-enactment(s) thereof. Further the Company has no profit during thefinancial year under review. In view of the above the provisions of Section 135 of theCompanies Act 2013 including any statutory modification(s) or re-enactment(s) thereofregarding Corporate Social Responsibility are not applicable to the 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 inForm AOC-1.

Name of Associate Companies Reporting Period ended Currency & Exchange Rate Share Capital Rs. Reserves & Surplus Rs. Total Assets Rs. Total Liabilities Investments Rs. Turnover Rs. Profit Before Taxation Provision for Taxation Profit After Taxation Rs. Proposed Dividend Rs. % of Shareholding
Rs. Rs.
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (14) (15)
1. Cyber Media Research & Services Ltd. March 31 2017 N.A 15.00 138.88 845.02 691.14 - 1952.33 28.28 (5.22) 33.49 - 100
2. Cyber Astro Limited March 31 2017 N.A 20.00 (96.88) 83.84 160.72 - 142.32 (26.13) (8.10) (18.04) - 37.5
3. Cyber Media India LLC March 31 2017 64.84 1288.25 2097.47 4358.66 972.94 - 438.17 269.88 - 269.88 - 100
4. TDA Group LLC* March 31 2017 64.84 1713.59 (63.88) 2358.55 708.84 - 2382.67 (224.06) - (224.06) 110.87 100
5. Kurrent Media LLC March 31 2017 64.84 - (97.01) 627.26 724.27 - .68 (41.21) - (41.21) - 100
6. Cyber Media Services Limited** March 31 2017 N.A 9.00 102.69 658.24 546.55 - 58.63 57.22 - 57.22 - 100

(ii) Statement containing salient features of the financial statement of associatecompanies in Form AOC-1.

(Rs. in Lakhs except % of shareholding)

Name of Associate Companies Reporting Period ended Currency & Exchange Rate Share Capital Rs. Reserves & Surplus Rs. Total Assets Rs. Total Liabilities Rs. Investments Rs. Turnover Rs. Profit Before Taxation Rs. Provision for Taxation Rs. Profit After Taxation Rs. Proposed Dividend Rs. % of Shareholding
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (14) (15)
1. Cyber Media Foundation Limited March 31 2017 N.A 50.00 (122.35) 7.97 80.31 Nil Nil (4.21) Nil (4.21) Nil 50.00

(iii) The Company has no joint venture with any company firm or body corporate etc.

9. DEPOSITS

During the year under review your Company has not accepted any deposits under ChapterV of the Companies Act 2013 and the Rules made there under (including any statutorymodification(s) or re-enactment(s) thereof).

10. AUDITORS:

10.1 Statutory Auditors

The Statutory Auditors of the Company M/s. Goel Mintri & Associates CharteredAccountants (Firm Registration No. 013211N) were appointed on the 32nd AnnualGeneral Meeting of the Company held on 30.09.2014 for a period of 5 years commencing from32nd AGM until the conclusion of 37th AGM. Pursuant to section 139 of theCompanies Act 2013 including any statutory modification(s) or re-enactment(s) thereofthe appointment 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 is no qualification adverse remarks or disclaimer in the report issued by theStatutory Auditors of the Company. However there are some emphasis matters in the reportwhich are as under:

1. The Company is a defendant in lawsuits of Kreatio Software Private Limited; KotakMahindra Bank Ltd. and Mr. Girish Chandra.

2. The Company has secured loans outstanding in its books of accounts from State Bankof Mysore is restructured by M/s. Pridhvi Asset Reconstruction and SecuritizationCompany Limited of Rs. 13.65 crore and Kotak Mahindra Bank of Rs. 7.74 crore for whichthe company has made a repayment of Rs. 2.00 crore to Kotak for the entire period underaudit and provision for interest liability were also not provided in its books of accountsfrom the date when the loans were considered as NPA by the concerned bank because as perinformation provided by management the liability of company is crystallized.

3. The company has made default in payment of undisputed statutory liability such as(service tax liability TDS PF contribution) and period of more than 6 months has elapsedin case of service Tax.

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 Secretary in PracticeDelhi to conduct the Secretarial Audit of the Company for the financial year ended March31 2017. The Secretarial Audit Report (in Form MR-3) is attached as Annexure D tothis

Report.

There is no qualification adverse remarks or disclaimer in the report of SecretarialAuditors. However there are some observations in the report which are as under: TheCompany was still liable to pay the statutory liabilities such as service tax liabilityTDS PF contribution due for more than 6 months.

10.3 Internal Auditors Report

The Internal Auditors submitted their report to the Audit Committee for the year underreview.

11. COMPANY'S POLICIES

11.1 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:http://cybermedia.co.in/ corporate-governance/.

During the year the Company did not receive any complaint under vigil mechanism.

Brief details about the policy are provided in the Corporate Governance Report attachedas Annexure A to this Report.

11.2 Nomination and Remuneration Policyfi

The Company has the policy on the appointment and remuneration of directors and keymanagerial personnel which provides a framework based on which our human resourcesmanagement aligns their recruitment plans for the strategic growth of the Company. Thepolicy is available on the Company's website. The related weblink is: http://cybermedia.co.in/corporate-governance/.

11.3 Policy for Related Party Transactions

Your Company has a policy for contracts or arrangements to be entered into by theCompany with related parties. The policy is available on 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 available on theCompany's website. The relevant weblink is: http://cybermedia.co.in/corporate-governance/

11.5 Risk Management Policy:

Your Company has a 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 practicedby the Company is provided as part of Management Discussion and Analysis Report attachedas Annexure E 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 sub-section (3) read with subsection (5) of Section 134of the Companies Act 2013 including any statutory modification(s) or re-enactment(s)thereof the Board of Directors to the best of their knowledge and ability confirm that:(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 statutorymodifications/amendments thereto relating to Conservation of Energy technologyAbsorption Foreign Exchange Earnings and outgo are given below:

13.1 Conservation of energy:

(i) 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.

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

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

13.2 Technology absorption:

(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 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.

Cyber House and regional headquarters are also wireless-enabled with Wi-Fi accesspoints deployed and wireless-enabled laptops with editors and managers. Virtually everyemployee has a PC in fully networked environment.

The applications include Circulation Accounts CRM and HR.

(ii) By virtue of the above initiatives the Company is able to adopt appropriatetechnology for rendering better services at competitive prices.

(iii) The Company firmly believes in that research and development of new techniquesand processed 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.

13.3 Foreign exchange earnings and Outgo:

The details of foreign exchange earned and outgo during the year are as follows:

Foreign Exchange particulars (Rs.) a) Foreign Exchange earnings 1674747.00 b) ForeignExchange Expenditure 2004257.00

13.4 Efforts and Initiatives in relation to Exports

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

14. ACKNOWLEDGEMENTS

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.

For and on behalf of the Board of Cyber Media (India) Limited

Sd/- Sd/-
Pradeep Gupta Krishan Kant Tulshan
Chairman & Managing Director Director
DIN: 00007520 DIN: 00009764

Place: Gurugram Date: May 29 2017