Your Directors have pleasure to present the Thirty Eighth Annual Report of CyberMedia (India) Limited ("the Company" or "CyberMedia") alongwith theaudited financial statements for the financial year ended March 31 2020. The consolidatedperformance of the Company and its subsidiaries has been referred to wherever required.
1. Financial Results
The standalone and consolidated financial statements for the financial year ended March31 2020 have been prepared in accordance with the Indian Accounting Standards (Ind AS)provisions of the Companies Act 2013 and the rules made thereunder (including anystatutory modification(s) or re-enactment thereof) (hereinafter referred to as "theAct") and the guidelines issued by Securities and Exchange Board of India. Keyhighlights are given as under:
(INR in Lakhs)
|Particulars_ ||Standalone ||Consolidated |
| ||2019-20 ||2018-19 ||2019-20 ||2018-19 |
|Revenue from ||631.53 ||633.74 ||4012.84 ||5668.25 |
|Operations || || || || |
|Other income ||178.67 ||348.66 ||191.25 ||396.77 |
|Total Income ||810.20 ||982.40 ||4204.09 ||6065.02 |
|Direct Expenses ||18.62 ||18.93 ||31.64 ||30.63 |
|Employee Benefits ||356.56 ||376.41 ||986.92 ||1651.66 |
|Expenses || || || || |
|Other Expenses ||377.13 ||387.12 ||2975.36 ||3983.76 |
|EBITDA ||57.89 ||199.94 ||210.17 ||398.97 |
|Financial Expenses ||106.04 ||132.87 ||172.74 ||196.38 |
|Depreciation ||8.36 ||14.04 ||85.16 ||281.57 |
|Profit Before Tax and ||(56.51) ||53.03 ||(47.73) ||(78.98) |
|Exceptional items || || || || |
|Exceptional items ||2595.35 || ||2344.42 || |
|Profit Before tax ||(2651.86) ||53.03 ||(2392.15) ||(78.98) |
|Provision for Taxation || ||210.83 ||363.09 ||201.07 |
|Profit After Tax ||(2651.86) ||(157.80) ||(2755.24) ||(280.05) |
2. Covid-19 pandemic
In the last month of the financial year 2020 the Covid-19 pandemic developed rapidlyinto a global crisis forcing governments to enforce lock-downs of all economicactivities. For the Company the focus immediately shifted to ensuring the health andwell-being of all employees and on minimizing disruption to services for all ourcustomers. The employees had to switch to work from home. As of March 31 2020 work fromhome was enabled to the employees to work remotely and securely. This response hasreinforced customer confidence in the Company and many of them have expressed theirappreciation and gratitude for keeping their businesses running under most challengingconditions.
In the absence of profits the Directors do not recommend any dividend for the yearunder review.
4. Transfer to reserves
No amount has been transferred to the reserves during the year under review.
5. Company's performance Consolidated operations
The Company closed its US operations in financial year 2019-20. Consequently aone-time exceptional loss of nearly $3.5 Mn has been booked in the year. Investors mayrecall that the Company had unrolled a US strategy and made severalinvestments/acquisitions in the past. Unfortunately these investments did not bear fruit.We therefore took a decision to exit the US media and media services market.
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 and social media services sponsorship of events etc. products andnetwork in the domestic and international markets. The Company reports total consolidatedincome of INR 42.04 crore against consolidated income of INR 60.65 crore in the previousfinancial year from print media business digital media e-commerce and providingservices in the areas of Interactive media etc. The earnings before interest tax anddepreciation on consolidated basis for the financial year under review stand at INR 2.10crore against a profit of INR 3.99 crore in the previous financial year. There is a netloss of INR 27.55 crore on consolidated basis for the year against a net loss of INR 2.80crore in the previous financial year.
The Company reports total standalone income of INR 8.10 crore against income of INR9.82 crore in the previous financial year from print media business and providingservices in the areas of Interactive media etc. The earnings before interest tax anddepreciation on standalone basis for the financial year under review stand at INR 0.58crore against a profit of INR 2.00 crore in the previous financial year. There is a netloss of INR 26.52 crore on standalone basis for the year against a net loss of INR 1.58crore in the previous financial year. The amount of net loss in the financial year underreview has been increased as such due to the write off of investments/ goodwill/balancesof CyberMedia India LLC wholly owned subsidiary and TDA Group LLC step down wholly ownsubsidiary. These entities had ceased their business operations due to adverse businesscircumstances.
6. Human resource development
We adopted a variable compensation program which links compensation to the Company andindividual performance. Attracting enabling and retaining talent have been thecornerstone of the Human Resource function and the results underscore the important rolethat human capital plays in critical strategic activities such as growth.
A robust talent acquisition system enables the Company to balance unpredictablebusiness demands with a predictable resource supply through organic and inorganic growth.The re-imagined focus on competency building of fresh recruits prior to joining throughunique digital Initial Learning Program approach has enabled faster release of freshers toprojects. Post-offer engagement activities have also witnessed increased focus.
Continual pursuit to connect with associates on a regular basis communicate in an openand transparent manner progressive HR policies and distinctive HR Business Partner modelguided by CyberMedia culture are yielding desired results. This is evident from the highretention rates and improved engagement levels of the associates.
Our culture and reputation as a leader in consulting technology outsourcing andnext-generation services enable us to attract and retain some of the best talent. Thecompetency development of our employees continues to be a key area of strategic focus forus.
7. Annual report circulation
In compliance with the MCA Circular dated May 5 2020 read with circulars dated April8 2020 and April 13 2020 and SEBI Circular dated May 12 2020 Notice of the AGM alongwith the Annual Report 2019-20 is being sent only through electronic mode to those Memberswhose email addresses are registered with the Company/Depositories. Members may note thatthe Notice and Annual Report 2019-20 will also be available on the Company's website:www.cybermedia.co.in websites of the Stock Exchanges i.e. BSE Limited and National StockExchange of India Limited at www.bseindia.com and www.nseindia.com respectively and onthe website of Company's RTA Link Intime India Private Limitedhttps://instavote.linkintime.co.in.
8. Consolidated financial statements
The audited consolidated financial statements prepared in accordance with the IndianAccounting Standards (Ind AS) are provided in the Annual Report.
9. Company subsidiaries/joint ventures/associate companies Subsidiaries
The Company has 8 (eight) subsidiaries Indian and foreign the details of which are asunder: i. Cyber Media Research & Services Limited; ii. Cyber Astro Limited; iii. CyberMedia India LLC; iv. Cyber Media Services Limited; v. Kurrent Media LLC; and vi.Cybermedia Digitix Limited Further some of the subsidiaries have further subsidiaries: a.TDA Group LLC WOS of CyberMedia India LLC b. Cyber Media Services Pte. Limited WOS ofCyber Media Research & Services Limited Pursuant to Section 129(3) of the Act readwith rule 5 of the Companies (Accounts) Rules 2014) a Statement of containing salientfeatures of the financial performance of subsidiaries and associates for the financialyear 2019-20 in Form No. AOC-1 is attached to this Report as Annexure-A.
Further pursuant to the provisions of Section 136 of the Act the financial statementsof the Company consolidated financial statements along with relevant documents andseparate audited financial statements in respect of subsidiaries are available on thewebsite of the Company https://www.cybermedia.co.in/ investor-relations.
Discontinuance of business of foreign subsidiaries:
CyberMedia India LLC wholly owned subsidiary and TDA Group LLC step down wholly ownedsubsidiary and Kurrent Media LLC incorporated in USA have been consistently loss makingentities for a long period of time hence the business of these subsidiaries has beendiscontinued from November 2019. Considering non-realisation of Company's investments/goodwill/balances aggregating to INR 202927928 in these subsidiaries the Company haswritten off these investments/ goodwill/balances in the financial year under review.
Joint venture/associate company
As on March 31 2020 the Company has an associate company Cyber Media FoundationLimited.
As on March 31 2020 the Company has no joint venture with any company firm or bodycorporate etc.
10. Directors' responsibility statement
Pursuant to the provisions of Section 134(5) of the Act the Board of Directors to thebest of their knowledge and ability confirm that: i. in the preparation of the annualaccounts the applicable accounting standards have been followed along with properexplanation relating to material departures. ii. they have selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the profit and loss of the Company forthat period. iii. they have 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. they have prepared the annualaccounts on an ongoing concern basis. v. they have laid down internal financial controlsto be followed by the Company and that such internal financial controls are adequate andwere operating effectively. vi. they have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
11. Directors and key managerial personnel Re-appointment of directors
The Board of Directors of the Company at their meeting held on July 31 2020 approvedthe following subject to approval of the Members: a. Re-appointment of Mr. Dhaval Gupta(DIN:05287458) as Whole-Time Director of the Company without any remuneration for afurther period of 5 years with effect from October 01 2020 to September 30 2025 whosecurrent period of 5 years as Whole-Time Director of the Company is completing on September30 2020. b. Re-appointment of Mr. Pradeep Gupta (DIN: 00007520) Director retires byrotation and being eligible has offered himself for re-appointment as Director.
Independence of directors
Your Company's Board consists of experience rich professionals and visionaries whoprovide strategic direction and guidance to the organization. As on March 31 2020 theBoard comprised of two Executive Directors and three Non-Executive Independent Directors.
The Company has received necessary declarations under Section 149(7) of the Act fromthe Independent Directors stating that they meet the prescribed criteria for independence.The Board of Directors after undertaking assessment and on evaluation of therelationships disclosed considered Mr. Krishan Kant Tulshan DIN:00009764 Mr. ShravaniDang
DIN:02131359 and Mr. Pramod Kumar Sanghi DIN:00010024) as Non-Executive IndependentDirectors: All Independent Directors have affirmed compliance to the code of conduct forindependent directors as prescribed in Schedule IV of the Act.
12. Number of meetings of the Board
Four meetings of the Board of Directors were held during the financial year underreview. For details of meetings of the Board including attendance at the meetings numberof directorships in other entities please refer the Corporate Governance Report attachedas Annexure-B to this report.
13. Committees of the Board:
The Company's Board has the following committees:
- Audit Committee
- Nomination and Remuneration Committee
- Stakeholders Relationship Committee
Details of Committee meetings terms of reference of the Committees Committeemembership and attendance of Directors at meetings of the Committees are provided in theCorporate Governance Report which is part of this report.
14. Board Evaluation_
In line with the Corporate Governance Guidelines of your Company Annual PerformanceEvaluation was conducted for all Board Members for the Board and its Committees. Thisevaluation was led by the Chairman of the Board Governance Nomination and RemunerationCommittee with specific focus on performance and effective functioning of the Board.Evaluation of the Board was based on criteria such as composition and role of the BoardBoard communication and relationships functioning of Board Committees review ofperformance of Executive Directors succession planning strategic planning etc.
Evaluation of Committees was based on criteria such as adequate independence of eachCommittee frequency of meetings and time allocated for discussions at meetingsfunctioning of Board Committees and effectiveness of its advice/ recommendation to theBoard etc. Evaluation of Directors was based on criteria such as participation andcontribution in Board and Committee meetings representation of shareholder interest andenhancing shareholder value experience and expertise to provide feedback and guidance totop management on business strategy governance risk and understanding of theorganization's strategy etc. The outcome of the Board evaluation for financial year underreview was discussed by the Board Nomination and Remuneration Committee. The Board notedthe actions taken in improving Board effectiveness based on feedback given in the previousyear. Further the Board also noted areas requiring more focus in the future whichinclude spending more time on trends long-term threats and opportunities.
The criteria for performance evaluation have been detailed in the Corporate GovernanceReport which forms part of this Report.
15. Particulars of employees and related disclosures
Disclosure pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed to the Report as Annexure-C.
In terms of the provisions of Section 197 (12) of the Act read with Rule 5(2) andRule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 Statement showing the particulars of top ten employees and other details is providedas separate addendum forming part of this report. In terms of proviso to Section 136(1) ofthe Act the Annual Report is being sent to the shareholders excluding the aforesaidStatement. The said Statement is open for inspection. Any member interested in obtaining acopy of the same may write to the Company Secretary. None of the employees listed in thesaid Statement is related to any Director of the Company.
16. Transactions with related parties a. During the financial year there were sometransactions entered into by the Company with related parties which were in the ordinarycourse of business and at arm's length pricing basis for which the Audit Committee grantedomnibus approval (which are repetitive in nature) and the same were reviewed by the AuditCommittee and the Board of Directors. b. There were no materially significant transactionswith related parties which were in conflict with the interest of the Company. c. None ofthe transactions with related parties fall under the scope of Section 188(1) of the Act.The information on transactions with related parties pursuant to Section 134(3)(h) of theAct read with Rule 8(2) of the Companies (Accounts) Rules 2014 are given in Annexure-Din Form
No. AOC-2 and the same forms part of this report.
17. Disclosure requirements
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015including any statutory modification(s) or re-enactment thereto circulars guidelinesnotifications etc. (hereinafter referred to as "SEBI Listing Regulations") theCorporate Governance Report with the Practicing Company Secretary's Certificate thereonand MD/CEO's certificate is attached as Annexure-B and the Management Discussion andAnalysis as Annexure-E which forms part of this report. The Company has devisedproper systems to ensure compliance with the provisions of all applicable SecretarialStandards issued by the Institute of Company Secretaries of India and that such systemsare adequate and operating effectively.
Related Party disclosures/transactions are detailed in the Notes to the financialstatements.
18. Corporate Social Responsibility
The Company's net worth and turnover are below the limits specified under theprovisions of section 135 of the Act. Further the Company has no profit during thefinancial year under review. Hence the provisions of aforesaid Section 135 regardingCorporate Social Responsibility are not made applicable to the Company.
19. Internal financial control and their adequacy
The Board of your Company has laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and operatingeffectively. Your Company has adopted policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
20. Auditor's report and Secretarial audit report Statutory Auditor's report
The statutory auditor's report does not contain any qualifications reservations oradverse remarks or disclaimer. Pursuant to Section 143(12) of the Act the statutoryauditor has not reported to the Company any instances of fraud committed against theCompany by its officers or employees.
The secretarial audit report does not contain any qualifications reservations oradverse remarks or disclaimer. Secretarial audit report is attached to this report as Annexure-F1.However there are some observations in the report which are as under: Annual listing feepayable to National Stock Exchange of India Limited and BSE Limited for the financial yearis pending.
Secretarial audit of material unlisted subsidiary
In compliance of Regulation 24A read with Regulation 16(1) (c) of the SEBI ListingRegulations and Section 204 of the Act and the rules made thereunder the secretarialaudit report of Cyber Media Research & Services Limited a material unlistedsubsidiary of the Company is attached to this report as Annexure-F2.
Internal Auditors' Report
The Internal Auditors submitted their report to the Audit Committee quarterly.
21. Company's policies
Vigil Mechanism/Whistle Blower Policy
The Company has a Whistle Blower Policy and has established the necessary vigilmechanism for directors and employees in confirmation with Section 177(9) of the Act andRegulation 22 of SEBI Listing Regulations to report concerns about unethical behavior.The details of the policy have been disclosed in the Corporate Governance Report which isattached to this report. The policy is also available on Company's website link: https://cybermedia.co.in/corporate-governance/. During the year the Company did not receive anycomplaint under vigil mechanism.
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 resourcesmanagement aligns their recruitment plans for the strategic growth of the Company. Thepolicy is available on the Company's website. The related weblink is: https://cybermedia.co.in/corporate-governance/.
Policy on Related Party Transactions
The Company has a policy for contracts or arrangements to be entered into by theCompany with related parties which is available on Company's website linkhttps://cybermedia.co.in/ corporate-governance/
Policy for Determining Material Subsidiaries
The Company has policy for determining material subsidiaries which is available on theCompany's website. The relevant weblink is: https://cybermedia.co.in/corporate-governance/
Code of Conduct for Prevention of Insider Trading in Company's Securities
The Company has Code of Conduct for Prevention of Insider Trading in Company'sSecurities which is available on the Company's website. The relevant weblink is:https://cybermedia. co.in/corporate-governance/
Document Preservation Policy
The Company has established a policy in confirmation of Regulation 9 of the SEBIListing Regulations for preserving the documents files information etc. of the Company.The policy may be downloaded from the Company's website. The relevant weblink is:https://cybermedia.co.in/corporate-governance/
22. Prevention from Sexual Harassment of Women at Workplace
The Company has constituted Internal Complaints Committee as per provisions of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and also has a policy and framework for employees to report sexual harassment cases atworkplace and its process ensures complete anonymity and confidentiality of information.Workshops and awareness programmes against sexual harassment are conducted across theorganization.
During the year no complaint regarding sexual harassment was filed with the Company.There was no pending complaint at the end of the financial year under review.
23. Deposits from public
The Company has not accepted any deposits under Chapter V of the Companies Act 2013and the Rules made there under (including any statutory modification(s) orre-enactment(s) thereof).
24. Conservation of energy technology absorption and foreign exchange and outgo
The particulars prescribed under Section 134 of the Act read with Rule 8(3) of theCompanies (Accounts) Rules 2014 relating to Conservation of Energy technologyAbsorption Foreign Exchange Earnings and outgo are given below:
Conservation of energy: i. The operations of the Company are not energy-intensive.However significant measures are taken to reduce energy consumption by usingenergy-efficient equipment. The Company constantly evaluates and invests in new technologyto make its infrastructure more energy efficient and also under cost reduction measure themanagement has internally issued different circulars for use of natural light in place oftube lights; Administration keep a regular check on whether the Computer systems providedto the employees have been shut down properly at the time of closure of office etc. ii. Nonew 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 total expensesthe 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.
- 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.
By virtue of the above initiatives the Company is able to adopt appropriatetechnology for rendering better services at competitive prices.
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:
The details of foreign exchange earned and outgo during the year are as follows:Foreign Exchange particulars : (INR) Foreign Exchange earnings : 1491436 ForeignExchange Expenditure : Nil
Efforts and Initiatives in relation to Exports
The Company is continuously putting efforts for more global recognition. As a part ofthis Transformation Agenda we continue to make changes in how we are organized and how webuild and deliver_technologies._In this transformation journey we decided to leverage ourexperience of over two decades by extending our suite of services to other websites adagencies and clients. For this purpose we tied up around four years back with Google asa Premier Partner. We partner Google for AdSense AdX Adwords DFP leadgen and otherprograms. The Company serves its Digital and Social Media clients with analytics asspecified earlier. Besides those services the company also offers standalone Analyticsservices to its ICT clients.
The Company's mission is to partner with enterprises industry associations andgovernments in research consulting & advisory and go-to-market services and enablethem to achieve success and sustained growth
25. Other disclosures
Material changes and commitments affecting the financial position of the Company
The Company's wholly owned subsidiaries in USA CyberMedia India LLC and its step downwholly owned subsidiary TDA Group LLC had been facing adverse business circumstances for along time and during the year under review both these entities have ceased theirbusiness operations. Consequently the Company has taken impairment of investmentgoodwill other balances as represented by exceptional item in the audited financialstatements which materially impacted the Company's net financial results for thefinancial year 2019-20.
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.
Loans Guarantees or Investments under Section 186 of the Act
During the year 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 Act.
In compliance of Section 134(3)(a) of the Act (as amended in 2017) copy of AnnualReturn for the financial year ended March 31 2020 prepared as per sub-3 of Section 92 ofthe Act has been hosted on the Company's website. The relevant weblink is:https://cybermedia.co.in/corporate-governance/
Listing on stock exchanges
The Company's shares are listed on BSE Limited and National Stock Exchange of IndiaLimited.
The Company's equity shares are available for dematerialization through NationalSecurities Depository Limited and Central Depository Services (India) Limited. As of March31 2020 98.35% of the equity shares of the Company were held in dematerialised form.
The additional information required to be given under the Act and the rules framedthereunder has been laid out in the Notes attached to and forming part of the financialstatements. The Notes to the financial statements referred to the Auditors' Report areself-explanatory and therefore do not call for any further explanation.
The Directors express their warm appreciation to the Company's employees for theirunstinted commitment and continued contribution to the growth of the Company.
The Directors thank the Government Regulatory Authorities Banks FinancialInstitutions Shareholders Customers Vendors and other Business Associates who throughtheir continued support and co-operation have helped as partners in the Company'sprogress.
The Directors are deeply grateful and have immense respect for every person who riskedtheir life and safety to fight Covid-19 pandemic.
The Directors appreciate and value the contribution made by every member of theCyberMedia family.
| ||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 : New Delhi
Date : July 31 2020