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Cyberscape Multimedia Ltd.

BSE: 532364 Sector: IT
NSE: N.A. ISIN Code: INE519B01019
BSE 00:00 | 12 Feb Cyberscape Multimedia Ltd
NSE 05:30 | 01 Jan Cyberscape Multimedia Ltd
OPEN 0.87
PREVIOUS CLOSE 0.87
VOLUME 51
52-Week high 0.87
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.87
CLOSE 0.87
VOLUME 51
52-Week high 0.87
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Cyberscape Multimedia Ltd. (CYBERSCAPMULTI) - Director Report

Company director report

To the Members

Your Directors have pleasure in presenting the 22nd Annual Report together with theaudited accounts of the Company for the year ended March 31 2018.

FINANCIAL RESULTS (Rupees in lacs) (Standalone) (Standalone) (Consolidated) (Consolidated)
PARTICULARS 2017-18 2016-17 2017-18 2016-17
Total Income 2.86 2.38 2.93 2.45
Total Expenses including Depreciation 14.27 4.76 14.33 4.82
Financial Cost and other expenses
Profit / (Loss) before Tax (11.41) (2.38) (11.40) (2.38)
Deferred Tax (75.35) - (75.35) -
Profit / (Loss) after Tax 63.94 (2.38) 63.94 (2.38)

OPERATIONS AND STATUS OF COMPANY'S AFFAIRS

The Company's business prospects dipped southwards for the first three quarters butthe last quarter of the year saw some renewed hopes. The management identified buyers forthe shares held by the company in Forethought Technologies Pvt Ltd and Micro AssociatesConsultancy (I) Pvt Ltd. and will use the proceeds for revival of the company.

AMOUNT PROPOSED TO BE CARRIED TO RESERVE

In view of the losses suffered by the Company during the FY 2017-18 the question ofcarrying any amount to reserve does not arise.

RISK MANAGEMENT

The Company has developed and implemented a Risk Management Policy for the Companyincluding identification therein of elements of risk which in the opinion of the Boardmay threaten the existence of the Company. Company has been making constant efforts tocontinue its status as a going concern.

DIVIDEND

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

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Directors of the company have laid down internal financial controls in terms of thepolicies and procedures for ensuring the orderly and efficient conduct of its businessincluding adherence to Company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information. Such internalfinancial controls are adequate with the size and operations of the Company and wereoperating efficiently.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 134(3)(a)

The auditors of the company have not reported any fraud under sub- section (12) ofSection 143 of the Companies Act 2013 whether reportable to the Central Government orotherwise and hence no details are furnished in this regard

CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of business during the year

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

The company does not have any shares in the demat suspense account or unclaimedsuspense account and hence the question of making any disclosure in this regard does notarise.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS

During the year under review no significant or material orders were passed by theregulators courts or tribunal impacting the going concern status and company's operationsin future.

LISTING PARTICULARS

As required by LODR with the stock exchange a cash flow statement is appended. As perthe revised LODR a Report on Corporate Governance is attached to this report.

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 atMalleswaram Bangalore. The Company with an objective of friendly investor relations hasset up a Shareholders'/Investors' Grievances Committee. The Committee ensures that all thequeries and suggestions are properly attended to.

CORPORATE GOVERNANCE

Your Company adheres to all the mandatory recommendations of Corporate Governance Codelaid down under SEBI LODR. A report on Corporate Governance is provided in this Report.The Auditors' Certificate on Corporate Governance forms part of Annual Report.

PUBLIC DEPOSITS

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 2017-18.

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 Managementor their relatives which could have had a potential conflict with the interests ofthe 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 recommendation of 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 there under 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 energy goes 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.

DIRECTORS

(1) Mr. Anand S K (DIN 00325468) as the Managing Director who is subject to retirementby rotation at the ensuing AGM Meeting being eligible offers himself for reappointment.

(2) Mr. M.S. Sridhar (DIN 00804097) Director who is subject to retirement by rotationat the ensuing AGM has expressed his desire to retire and not to seek re-appointment owingto professional commitments.

(3) Independent Directors Mr. Milind K Mehta (DIN 03154414) and Mr. Vijaykumar N A (DIN 03596768) have tendered their resignation.

(4) Mr. Veerabhadra P being eligible seeks appointment as an Independent Director fora period of 5 years.

(5) Woman Director Ms. Swarupa H.S. retires by rotation and being eligible offersherself 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:

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 ended31st March 2018 the applicable accounting standards have been followed along with properexplanation relating to material departures; b) 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 of the company for the sameperiod; c) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities; 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 withthe provisions of all applicable laws and these are adequate and are operatingeffectively.

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 ofthe Companies Act 2013 and the relevant rules.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has no tolerance for Sexual Harassment at Workplace and has adopted aPolicy on Prevention Prohibition and

Redressal of Sexual Harassment at Workplace ("Policy"). The Company has notreceived any complaints under the Prevention of Sexual Harassment Act for the FY 2017-18.

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2017-18 Company held 4 meetings of the Board of Directors.Details of attendance by the Directors at the Board Meetings during their tenure duringthe financial year and the previous Annual General meeting held on September 30 2017 arefurnished below:

No Name of Director No of Board Meetings held during the tenure of Director No of Board Meetings attended Attendance at the last AGM
1 Anand S.K. 4 4 Yes
2 M.S. Sridhar 4 4 Yes
3 Swarupa H.S. 4 4 Yes
4 Sukirti Sogal 4 4 Yes
5 Vijaykumar N.A. 4 2 No
6 Milind Mehta 4 1 No

ACCOUNTING STANDARDS FOLLOWED BY 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 Act read with Rule 7 of theCompanies (Accounts) Rules 2014.

ADOPTION OF INDIAN ACCOUNTING STANDARDS

Company has adopted the Indian Accounting Standards pursuant to the provisions of IndAS Rules with effect from April 1 2017.

LISTING OF SHARES

The Equity Shares of the Company are listed on BSE Limited (BSE). The Annual ListingFee for the financial year 2017-18 has been paid to the Stock Exchange.

AUDITORS

The current Auditors M/s. Shabbir & Rita Associates LLP Mumbai (FRN 109420W) haveexpressed their inability to continue as auditors after the ensuing AGM. The Boardtherefore recommended the appointment of M/s. G Rajendra & Co. Bengaluru (FRN014388S) as auditors for a period of 5 years from the date of the ensuing AGM to the AGMto be held after 5 years subject to the approval of the Shareholders at the ensuing AGM.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors has appointedMrs. Shashikala Hemanth Practicing Company Secretary to undertake the SecretarialAudit of the Company. The Secretarial Audit Report dated May 29 2018 in Form MR-3received from the said Secretarial auditors is annexed to this report: The SecretarialAudit Report does not contain any significant qualification reservation and adverseremarks or disclaimers made by Mrs. Shashikala Hemanth Practicing CompanySecretary in her Report dated May 29 2018 and these have been remedied by the companyhence there is no need to furnish any explanation by the Board of Directors thereon.

STATUTORY DISCLOSURE

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

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 advisors regulatory and Governmentauthorities.

On behalf of the Board of Directors
Anand S.K.
Managing Director
Bengaluru
August 28 2018

FORM AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014) Form for Disclosure of particulars ofcontracts/arrangements entered into by the company with related parties referred to in subsection (1) of section 188 of the Companies Act 2013 including certain arm's lengthtransaction under third proviso is given below :

Details of contracts or arrangements or transactions not at Arm's length basis.

Sl.No. Particulars Details
1. Name (s) of the related party & nature of Relationship NIL
2. Nature of contracts/arrangements/transaction NA
3. Duration of the contracts/arrangements/transaction NA
4. Salient terms of the contracts or arrangements or transaction including the value if any NA
5. Justification for entering into such contracts or arrangements or transactions NA
6. Date of approval by the Board NA
7. Amount paid as advances if any NA
8. Date on which the special resolution was passed in General meeting as required under first proviso to section 188 NA

Details of contracts or arrangements or transactions at Arm's length basis.

Sl.No. Particulars Details
1. Name (s) of the related party & nature of Relationship NA
2. Nature of contracts/arrangements/transaction NA
3. Duration of the contracts/arrangements/transaction NA
4. Salient terms of the contracts or arrangements or transaction including the value if any NA
5. Date of approval by the Board NA
6. Amount paid as advances if any NA