Directors Report of Cyber Media (India) Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Thirty Third Annual Report on the business and operations of the Company and the accounts for the financial year ended March 31,2015.

Financial Summary of the Company

The comparative financial position of the Company for the year under report and the previous year is as follows:

(Rupees Million)

Particulars FY 15 FY 14

Total Income 169.05 245.14

Expenditure

- Direct Expenses 6.05 7.17

- Employee Benefits Expenses 59.14 64.16

- Other Expenses 124.50 128.47

EBITDA (20.64) 45.34

- Financial Expenses 40.35 38.70

- Depreciation 15.42 17.53

- Exceptional Expenses — —

Profit Before Tax for the Year (76.41) (10.89)

Provision for Taxation (17.43) (5.01)

Profit After Tax for the Year (58.98) (5.88)

Performance Review

Financial year 2014-15 has indeed been a challenging year not just for the Indian Media & Entertainment Industry, or even the Indian economy, but for the larger world economy. With a view to this, the Company put hard efforts to achieve its target and consequently, managed to pull consolidated revenue of Rs. 564.93 million for the financial year ended March 31, 2015 as against previous year's revenue of Rs. 611.68 million. The EBITDA on consolidated basis for the financial year ended March 31, 2015 stands at Rs.15.86 million against Rs. 77.28 Million for the last year. The EBITDA on standalone basis has gone down to Rs. (20.64) Million against the last year's figure of Rs. 45.34 million. Further, the net loss figures both on consolidated basis as well as standalone basis were Rs. (69.63) million and Rs. (58.98) million respectively.

Dividend

Your Directors have not declared any dividend for the year 2014-15. Reserves

No amount has been transferred to the reserves.

Corporate Affairs Human Resources

People are our most valuable asset and your Company places the engagement, development and retention of talent as its highest priority, to enable achievement of organisational vision. Structure, Process and Culture are the cornerstones of our Human Resources strategy and we have made strides in each area during the last

year. Employee involvement across Indian and International locations and recognition for individual and team achievements received another fillip.

The Company has always valued its employees. The HR department is geared towards ensuring recruitment, retention and development of the best talent in the industry with focus to contribute, strive towards excellence continuously.

The Company practices various interactive sessions on Team Building, Motivation and on Stress Management to keep the employees motivated and improve their work style. The Company has also conducted various training programs across departments for enhancing the Sales, Edit and Managerial skill of the employees.

Particulars of Employees and Related disclosures

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in this Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are furnished in this Report..

Having regard to the provisions of Section 136(1) read with its relevant provisio of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee and free of cost.

Corporate Governance

Your Company is fully compliant with the Corporate Governance guidelines, as laid out in Clause 49 of the Listing Agreement. All the Directors (and also the members of the Senior Management) have affirmed in writing their compliance with and adherence to the Code of Conduct adopted by the Company. The details of the Code of Conduct are furnished in the Corporate Governance Report attached as Annexure B to this Report.

The Chairman & Managing Director has given a certificate of compliance with the Code of Conduct, which forms part of Annexure B, as required under Clause 49 of the Listing Agreement.

The Statutory Auditors of the Company have examined the requirements of Corporate Governance with reference to Clause 49 of the Listing Agreement and have certified the compliance, as required under Clause 49 of the Listing Agreement. The Certificate has given by the Statutory Auditors in this regard, which forms part of Annexure B.

The Chairman & Managing Director / Chief Financial Officer (CEO/ CFO) have given certification as required under Clause 41 of the Listing Agreement, which forms part of Annexure B.

Related Party disclosures/transactions are detailed in the Notes to the financial statements.

Consolidated Financial Statements

In accordance with the Accounting Standard (AS)-21 on Consolidated Financial Statements read with AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

Subsidiaries/Joint Ventures/Associate Companies

Your Company has Nine subsidiaries, out of which Three are Indian Companies and Six are foreign Companies.

A. Indian Subsidiaries

(i) Cyber Media Research & Services Limited,

(ii) Cyber Astro Limited, and

(iii) Cyber Media Services Limited

B. Foreign Subsidiaries

(i) Cyber Media Singapore Pte Limited

(ii) Cyber Media (India) LLC

(iii) Kurrent Media LLC, the Company which has become to be Subsidiary of the Company during the financial year

(iv) TDA Group Inc., (subsidiary of Cyber Media (India) LLC)

(v) Content Matrix LLC, (subsidiary of Cyber Media (India) LLC)

(vi) Global Services Media LLC, (subsidiary of Cyber Media (India) LLC)

A gist of the financial performance of the subsidiaries is contained in the Annual Report. The annual accounts of the subsidiaries companies are open for inspection by any member/investor and the Company will make available these documents/details upon request by any Member/investor of the Company or its subsidiaries interested in obtaining the same.

C. Associate Companies

(i) Cyber Media Careers Limited, (This is under process of striking-off).

(ii) Cyber Media Foundation Limited, and

(iii) Any Time Media Services Limited.

Board Meetings held during the year

During the financial year, 4 (Four) meeting of the Board of Directors of the Company were held. The details of the meetings are furnished in the Corporate Governance Report which is attached as Annexure B to this Report.

Directors and Key Managerial Personnel

a. Appointment of Director:

Mrs. Varsha Bedi (DIN: 00850365) was appointed as Additional Director, under category 'Woman and Independent' with effect from February 11,2015. Mrs. Varsha Bedi, an Additional Director, being eligible for re-appointment as Director, offers herself to be appointed as Independent Director.

b. Key Managerial Personnel:

(i) Mr. Hoshiediar Rastom Ghaswalla (DIN: 06371019), was appointed as Whole-Time Director by the Board of Directors at its meeting held on August 13, 2015. His appointment is to be effective from 01.10.2015, subject to approval of members of the Company at the ensuing annual general meeting to be held on 30th September, 2015.

(ii) Mr. Dhaval Gupta (DIN: 0528745), was appointed as Whole-Time Director by the Board of Directors at its meeting held on August 13, 2015. His appointment is to be effective from 01.10.2015, subject to approval of members of the Company at the ensuing annual general meeting to be held on 30th September, 2015.

Declaration by an Independent Director(s) and re-appointment, if any

In terms of Section 149(6) of the Companies Act, the Company has received Declaration from the Independent Directors of the Company, the names of whom are as under:

(i) Mr. Krishan Kant Tulshan (DIN: 00009764)

(ii) Mr. Arun Kumar Dang (DIN: 00087126)

(iii) Mrs. Varsha Bedi (DIN: 00850365)

Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Independent Directors at their meeting without the participation of the Non-independent Directors and Management, considered/evaluated the Boards' performance, Performance of the Chairman and other Non-independent Directors.

The Board have undergone a formal review which comprised Board effectiveness survey and review of materials.

This was delivered by an external specialist and resulted in a full Board effectiveness report and Directors' feedback. This is further supported by the Chairman's Annual Director Performance Review.

The Board subsequently evaluated its own performance, the working of its Committees (Audit, Nomination and Remuneration and Stakeholders Relationship Committee) and Independent Directors (without participation of the relevant Director).

The criteria for performance evaluation have been detailed in the Corporate Governance Report which is attached as Annexure B to this Report.

Audit Committee

During the financial year, 4 (Four) meeting of the Audit Committee of the Board of Directors of the Company were held. The details of the meetings are furnished in the Corporate Governance Report which is attached as Annexure B to this Report.

Voluntary Delisting of Company's Equity Shares from the Bombay Stock Exchange Limited

The Company has been facing financial crisis for a long period of time. In view of this, the Board of Directors of the Company found the listing fees payable to the Bombay Stock Exchange Limited (BSE) burdensome and disproportionate to the benefits accruing to the Company and there has been negligible trading for a considerable period of time. Hence, the Board of Directors, at its meeting held on May 27, 2015, approved a proposal for voluntary de-listing of Company's Equity Shares from BSE in accordance with Regulations 6 & 7 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 including any statutory modification(s) or enactment thereof ('Delisting Regulations'). Accordingly, on June 15, 2015, an application has been submitted to BSE in this regard which is yet to be approved by BSE.

However, the Equity Shares of the Company will continue to remain listed on National Stock Exchange of India Limited (NSE) having nation-wide trading terminals.

Share Capital

A) Issue of equity shares with differential rights:

There was no issuance of equity shares with differential rights during the period under review.

B) Issue of sweat equity shares:

There was no issuance of sweat equity shares of the Company during the period under review.

C) Issue of employee stock options:

There was no issuance of employee stock options of the Company during the period under review.

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees:

There was no provision of money by the Company for purchase of its own shares by employees or by trustees for the benefits of employees during the period under review.

Extract of Annual Report

An Extract of Annual Return in Form MGT-9 as on March 31,2015 is attached as Annexure C to this Report.

Corporate Social Responsibility (CSR)

The Company's net worth and turnover are far below the limits as specified under the provisions of section 135 of the Companies Act 2013. Further, the Company has no profit during the financial year under review.

In view of the above, the provisions of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility are not applicable on the Company.

Material Changes and Commitments affecting the Financial Position of the company

As on date, there are no material changes / events affecting the financial position of the Company.

Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the going status and Company's operations in future:

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

Internal Financial Control

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including the Company's adhering policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the adequacy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

Deposits

During the year under review, your Company has not accepted any deposits under Chapter V of the Companies Act, 2013, and Rules made there under.

Auditors:

Statutory Auditors

The Statutory Auditors of the Company, M/s Goel Mintri & Associates, Chartered Accountants, (Firm Registration No. 013211N), appointed on the last Annual General Meeting of the Company held on 30.09.2014 for a period commencing 32nd AGM held on 30.09.2014 till conclusion of 37th AGM, being eligible, they offer themselves for re-appointment. They have furnished a Certificate stating that if they are re-appointment, it would be within the limits specified under section 139 of the Companies Act, 2013.

Your Directors recommend the ratification of the appointment of M/ s Goel Mintri & Associates, Chartered Accountants as Statutory Auditors by the members at the ensuing AGM of the Company and to authorise the Board of Directors to fix their remuneration.

Statutory Auditors' Report

There was no disqualification, adverse remarks or disclaimer in the report issued by the Statutory Auditor of the Company.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act,

2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 your Company engaged the services of Mr. Nagendra Singh, Company Secretary in Practice, Delhi to conduct the Secretarial Audit of the Company for the financial year ended March 31,2015. Secretarial Audit Report (in Form-3) is attached as Annexure D to this Report.

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 and Clause 49 of the Listing Agreement, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower and the same was hosted on the website of the Company.

In respect of all Protected Disclosures, those concerning the Chairman and/or Managing Director should be addressed to the Chairman of the Audit Committee; those concerning the Directors and employees at the levels of Vice Presidents and above should be addressed to the Managing Director of the Company; and those concerning other employees should be addressed to the Compliance Officer of the Company. No complaints were received during the year.

Brief details about the policy are provided in the Corporate Governance Report attached as Annexure B to this Report.

Nomination and Remuneration Policy

Company's policy on the appointment and remuneration of directors and key managerial personnel provides a framework based on which our human resources management aligns their recruitment plans for the strategic growth of the Company, which is attached as Annexure E to this Report.

Loans, Guarantees or Investments under Section 186

During the period under review, the Company had not made any loan to or borrowed any funds from any bank/financial institutions or made any investments seeking the requirement of compliance with section 186 of the Companies Act, 2013.

Related Party Transactions

All transactions entered by the Company with Related Parties were in the Ordinary Course of Business and at Arm's Length pricing basis. The Audit Committee granted omnibus approval for the transactions (which are repetitive in nature) and the same was reviewed by the Audit Committee and the Board of Directors.

There were no materially significant transactions with Related Parties during the financial year which were in conflict with the interest of the Company.

During the year, your Company entered into a transaction (not being materially significant transaction as per) with Kurrent Media LLC, WOS, to sell its 100% stake (90000 equity shares of Rs. 10 each) in Cyber Media Services Limited, a 100% Indian Subsidiary of the Company, for a total sale consideration of USD 900,000.

The Board had approved policies on Related Party Transactions and Material Subsidiary. The policies have been uploaded on the Company's website.

In accordance with sub-section (1) of section 188 of the Companies Act, 2013, the particulars of contracts or arrangements entered into by the company with related parties including arm's length transactions are given herein in Form No. AOC-2, which is attached as Annexure F to this Report.

Management Remuneration Policy

A. Details as required pursuant to Rule 5(1) of the Companies

(Appointment and Remuneration of Managerial Personnel)

Rules, 2014:

(i) During the financial year, there was only one executive director (Chairman & Managing Director). Other directors were independent directors. Being the bad financial condition of the Company, executive director voluntarily refused to receive his remuneration during that period. Hence, no ratio was measured between the remuneration of a director to the median employees of the Company during the period under review.

(ii) Being the bad financial condition of the Company, no increment was made in remuneration of directors and company secretary. Chief financial officer has not voluntarily been receiving any remuneration from the Company.

(iii) The percentage increase in the median remuneration of employees during the financial year was 3.45 percent.

(iv) The number of permanent employees on the rolls of the Company was 105.

(v) The average increase in remuneration and the Company performance:

Company performance was -31.05 percent and increase in remuneration -7.82 percent.

(vi) Being the bad financial condition of the Company, no increment was made in remuneration of key Managerial Personnel during the financial year.

(vii) During the financial year, the remuneration was as per the policy of the Company.

(viii) Price earning ration as at the closing date of the current financial year was: Basic: (5.62) and Diluted (5.62), at previous year: Basic: (0.56) and Diluted (0.56). Percentage increase over decrease in the market quotations of the shares of the company came out with the latest public offer was 28.70%

B. Details as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: No employee in the Company received any remuneration exceeding the limit as specified under the said rule. Further, no employee of the Company received any remuneration in excess of that of managing director of the Company.

C. No director of the Company is in the receipt of any commission from the Company. Any director including Managing Director (Executive) of the Company was not in receipt of any remuneration, sitting fee, commission from the Company. Further, no director of the Company including Managing Director (Executive) is receiving any remuneration or commission from any subsidiary of the Company.

Risk Management Policy:

Your Company has a robust Risk Management policy. The Company through a Risk Management Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting.

The details of Risk Management as practiced by the Company is provided as part of Management Discussion and Analysis Report attached as Annexure G to this Report.

Directors' Responsibility Statement

Directors Responsibility Statement prepared in accordance with clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013 regarding compliance with the accounting standards, accounting policies while preparing the financial results of the Company is as follows:

The Directors hereby state:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) That the Directors had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities.

d) That the Directors had prepared the annual accounts on an ongoing concern basis.

e) That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Conservation of Energy, Technology Absorption and Foreign Exchange and Outgo

The particulars prescribed under Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, technology Absorption, Foreign Exchange Earnings and outgo are furnished in Annexure A to this Report.

Acknowledgements

Your Directors would like to take this opportunity to express sincere thanks to the valued members and associates of the Company with a special reference to the valuable services and support of The State Bank of Mysore.

The Directors would also like to express their deep sense of appreciation to all the employees who are committed to strong work ethics, excellent performance and commendable teamwork and have thrived in a challenging environment.

The Directors thank the valued customers for the continued patronage extended by them to your Company. Finally, the Directors wish to express their gratitude to the valued shareholders for their unwavering trust and support.

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

Sd/- Sd/-

Pradeep Gupta Krishan Kant Tulshan Place: New Delhi Chairman & Director Date : August 13, 2015 Managing Director DIN: 00009764 DIN: 00007520

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Mar 31, 2014

Dear Members,

The Directors are pleased to present the Thirty Second Annual Report on the business and operations of your Company together with the Audited Annual Accounts of the Company for the financial year ended 31st March, 2014.

FINANCIAL RESULTS

The comparative financial position of the Company for the year under report and the previous year is as follows in accordance with the provisions of clause (a) of sub-section (1) of section 217 of the Companies Act, 1956:

(Rupees Million) Consolidated Standalone Particulars FY14 F13 FY14 FY13

Total Income 598.56 716.09 245.12 319.05

Expenditure

- Direct Expenses 11.57 30.85 7.17 27.16

- Personnel Expenses 199.98 239.54 64.16 92.32

- Other Expenses 322.88 399.05 128.47 182.35

EBITDA 64.13 56.57 45.32 17.22

- Financial Expenses 50.76 46.42 38.70 35.94

- Depreciation 50.68 46.16 17.53 14.35

- Exceptional Expenses - - - -

Profit Before Tax (24.18) (36.02) (10.89) (33.07) for the Year

Provision for Taxation (12.12) (18.33) (5.01) (8.98)

Profit After Tax (12.07) (17.69) (5.88) (24.09) for the Year



FINANCIAL/OPERATION PERFORMANCE REVIEW

Financial year 2013-14 has indeed been a challenging year not just for the Indian Media & Entertainment Industry, or even the Indian economy, but for the larger world economy. With a view to this, the Company put hard efforts to achieve its target and consequently, managed to pull consolidated revenue of Rs. 598.56 million for the financial year ended March 31, 2014 as against previous year''s revenue of Rs. 716.09 million. The EBITDA on consolidated basis for the financial year ended March 31, 2014 stands at Rs. 64.13 million against Rs.56.57 Million for the last year. The EBITDA on standalone basis has gone up to Rs. 45.32 Million against the last year''s figure of Rs. 17.22 million. Further, the net loss figures both on consolidated basis as well as standalone basis were Rs. 12.07 million and Rs. 5.88 million respectively.

CONSOLIDATED FINANCIAL STATEMENT

As stipulated by Clause 32 of the Listing Agreement with the Stock Exchanges, the consolidated financial statements have been prepared by the Company in accordance with applicable Accounting Standards issued by the Institute of Chartered Accountants of India notified under Section 209 of the Companies Act, 1956. The Audited consolidated financial statements together with Auditors Report form part of the Annual Report.

DIVIDEND

Your Directors have not declared any dividend for the year 2013- 14.

RESERVES

No amount has been transferred to the reserves.

SUBSIDIARIES AND ASSOCIATE COMPANIES

Your Company has Eight subsidiaries, out of which three are Indian Companies and five are foreign Companies.

Indian Subsidiaries include:

Cyber Media Research & Services Limited (Formerly known as Cyber Media Research Limited), Cyber Media Services Limited and Cyber Astro Limited.

Foreign subsidiaries include Cyber Media Singapore Pte Limited and Cyber Media India LLC.

Cyber Media India LLC further has three subsidiaries viz: TDA Group Inc., Content Matrix LLC, and Global Services Media LLC.

A gist of the financial performance of the subsidiaries is contained in the report. The annual accounts of the subsidiaries companies are open for inspection by any member/investor and the Company will make available these documents/details upon request by any Member/investor of the Company or its subsidiaries interested in obtaining the same.

The companies which are associates to the Company are: Cyber Media Careers Limited, Cyber Media Foundation Limited and Any Time Media Services Limited.

The Ministry of Corporate Affairs, Government of India, issued a General Circular No. 2/2011 dated February 8, 2011 and granted a general exemption for complying with the provisions of Section 212 of the Companies Act, 1956 subject to certain conditions. Accordingly, the Board of Directors of the Company at its meeting held on May 29, 2014 decided to comply with the conditions as stipulated in the said circular. A brief of the conditions are given hereunder for reference:

(i) The annual accounts of the subsidiary(ies) and other related information shall be made available to Shareholders of the Company holding and subsidiary Companies and on demand the copies of the same shall also be furnished to the shareholders.

(ii) The annual accounts of the subsidiary(ies) shall be kept for inspection to the shareholders in the Registered Office of the Company and/or the subsidiaries concerned.

(iii) The statement of financials of the subsidiaries shall form part of the audited Annual Report.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits under the provisions of Section 58A of the Companies Act, 1956, and Rules made there under.

BUY BACK OF SHARES

The Company has not under taken any exercise of buy back of its equity shares during the year under review.

LISTING AT STOCK EXCHANGES

The shares of the Company are listed on the National Stock Exchange of India Ltd. and Bombay Stock Exchange Ltd. The annual listing fee for the financial year 2013-14 has been paid.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FORREIGN EXCHANGE EARNING AND OUTGO

Information relating to conservation of energy, technology absorption, research and development and foreign exchange earning and outgo forming part of directors'' report in terms of section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 as amended, has been given in Annexure A to this report.

DIRECTOR''S RESPONSIBILITY STATEMENT

Directors Responsibility Statement prepared in accordance with sub-section 2AA of Section 217 of the Companies Act, 1956 regarding compliance with the accounting standards, accounting policies while preparing the financial results of the Company is as follows:

The Directors hereby state:

- That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

- That the Directors had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

- That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities.

- That the Directors had prepared the annual accounts on an ongoing concern basis.

BOARD OF DIRECTORS

(i) On February 11, 2014, Mr Arun Kumar Dang was appointed as Additional Director in terms of Section 161(1) of the Companies Act, 2013 (section 260 of the Companies Act, 1956) in the category of ''Non-Executive'' and is continuing as ''Independent Director'' and further meets the criteria for independence as provided under Section 149(6) of the Companies Act, 2013 to be independent in the Board. In terms of the aforesaid section of the Companies Act, 2013, as Additional Director shall hold office upto the date of the next Annual General Meeting and be eligible for appointment to the office of a director at any general meeting in terms of Section 160 of the Companies Act, 2013.

However, in terms of Section 149(10) of the Companies Act, 2013, an Independent Director shall hold office for a term of five consecutive years, but shall be eligible for re-appointment on passing a Special Resolution by the Company. Further, Section 149(13) of the Companies Act, 2013 provides that the provisions pertaining to retirement of Directors by rotation shall not be applicable to Independent Directors.

In order to ensure the compliance with the provisions of Section 149 and 152 of the Companies Act, 2013 read with the Rules made thereunder, it is proposed that approval of the shareholders be accorded for the appointment of Mr. Arun Kumar Dang as ''Independent Director'' for a term of five years effective from April 1, 2014 to March 31, 2019. His appointment is required to be in compliance with the provisions of Section 160 of the Companies Act, 2013.

Brief resume of Dr. Arun Kumar Dang, nature of expertise, details of directorships held in other companies and shareholding in the Company as stipulated under Clause 49 of the listing Agreement with the Stock Exchanges is summarized in the Corporate Governance Report forming part of this Annual Report.

Your Directors recommend their appointment as Independent Director.

(ii) Mr. Krishan Kant Tulshan was appointed as Director in the Board of the Company on February 7, 1997 in terms of section 260 of the Companies Act, 1956 (Section 161(1) of the Companies Act, 2013). Further, he was appointed as a Non- Executive Director from October 18, 2010 in the category of ''Non-Executive and is continuing as ''Non-Executive Director''. He has been as independent in the Board of the Company since October 18, 2010 and meets the criteria for independence as provided under Section 149(6) of the Companies Act, 2013 to be independent in the Board.

In terms of Section 149(10) of the Companies Act, 2013, an Independent Director shall hold office for a term of five consecutive years, but shall be eligible for re-appointment on passing a Special Resolution by the Company. Further, Section 149(13) of the Companies Act, 2013 provides that the provisions pertaining to retirement of Directors by rotation shall not be applicable to Independent Directors.

In order to ensure the compliance with the provisions of Section 149 and 152 of the Companies Act, 2013 read with the Rules made thereunder, it is proposed that approval of the shareholders be accorded for the appointment of Mr. Krishan Kant Tulshan as ''Independent Director'' for a term of five years effective from May 29, 2014 to May 28, 2019.

Brief resume of Mr. Krishan Kant Tulshan, nature of expertise, details of directorships held in other companies and shareholding in the Company as stipulated under Clause 49 of the listing Agreement with the Stock Exchanges is summarized in the Corporate Governance Report forming part of this Annual Report.

Your Directors recommend their appointment as Independent Director.

Resignations:

Dr. Ashok Agarwal, member of the Board, resigned from the services of the Company effective January 17, 2014. The Board would like to thank and record its appreciation for the services rendered by Dr. Agarwal to the Board and the Company.

Dr. K. S. Mehta stepped down as independent director of the Board, with effect from May 29, 2014. The Board would like to thank and record its appreciation for the services rendered by Dr. Mehta to the Board and the Company.

Mr. Rohitasava Chand tendered his resignation from his office of Directorship of the Company to be effective from June 18, 2014. The Board would like to thank and record its appreciation for his services rendered to the Board and the Company.

DIRECTOR IDENTIFICATION NUMBER

Mr. Pradeep Gupta: 00007520, Mr. Krishan Kant Tulshan: 00009764, Dr. Arun Kumar Dang: 00087126.

HUMAN RESOURCE DEVELOPMENT

The Company has always valued its employees. The HR department is geared towards ensuring recruitment, retention and development of the best talent in the industry with focus to contribute, strive towards excellence continuously.

The Company practices various interactive sessions on Team Building, Motivation and on Stress Management to keep the employees motivated and improve their work style. The Company has also conducted various training programs across departments for enhancing the Sales, Edit and Managerial skill of the employees.

INDUSTRIAL RELATIONS

The relation between the Company and its employees remained cordial throughout the year. Not a single day was spent idle due to any strike or bad relations with the employees.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance as per Clause 49 of the Listing Agreement alongwith the certificate of the Auditor''s of the Company confirming compliance of the various practices of Corporate Governance is set out in the Annexure forming part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the Listing Agreement is annexed to this report.

AUDITORS

The Statutory Auditors of the Company, M/s Goel Mintri & Associates, Chartered Accountants, (Firm Registration No. 013211N) retire at the ensuing Annual General Meeting. Being eligible, they offer themselves for re-appointment. They have furnished a Certificate stating that their re-appointment would be within the limits specified under section 224(1B) of the Companies Act, 1956.

Your Directors recommend their re-appointment.

AUDIT COMMITTEE RECOMMENDATION

During the year there was no such recommendation of the Audit Committee which was not accepted by the Board. Hence, there is no need for the disclosure of the same in this Report.

AUDITORS REPORT

The observations made by the Auditors with reference to notes on accounts for the year ended 31st March 2014 are self- explanatory and, therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

MATERIAL CHANGES AND COMMITMENTS FROM THE END OF FINANCIAL YEAR TO THE DATE OF BALANCE SHEET

There are no material changes / events after the date of the Balance Sheet.

PARTICULARS OF EMPLOYEES IN TERMS OF SECTION 217(2A) OF THE COMPANIES ACT, 1956

No employee of the Company is covered under the limits pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, s amended.

ACKNOWLEDGEMENT

Your Directors would like to take this opportunity to express sincere thanks to the valued members and associates of the Company with a special reference to the valuable services and support of The State Bank of Mysore.

The Directors would also like to express their deep sense of appreciation to all the employees who are committed to strong work ethics, excellent performance and commendable teamwork and have thrived in a challenging environment.

The Directors thank the valued customers for the continued patronage extended by them to your Company. Finally, the Directors wish to express their gratitude to the valued shareholders for their unwavering trust and support.

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

Sd/- Sd/- Pradeep Gupta Krishan Kant Tulshan Place : New Delhi Chairman & Director Date : May 29, 2014 Managing Director DIN: 00009764 DIN: 00007520

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Mar 31, 2010

The Directors are pleased to present the Twenty Eighth Annual Report on the business and operations of your Company together with the Audited Annual Accounts of the Company for the financial year ended on 31st March, 2010.

FINANCIAL RESULTS

The comparative financial position of the Company for the year under report and the previous year is as follows in accordance with the provisions of clause (a) of sub-section (1) of section 217 of the Companies Act, 1956:

(Rupees Million)

Consolidated Standalone

Particulars FY 10 FY 09 FY 10 FY 09

Total Income 1,011.37 1,216.82 388.10 578.93

Expenditure

- Direct Expenses 492.37 635.21 234.77 341.31

- Personnel Expenses 317.93 385.57 99.88 123.68

- Other Expenses 163.28 205.26 67.02 87.11

EBIDTA 37.79 (9.22) (13.57) 26.83

- Financial Expenses 44.57 51.09 17.58 20.65

- Depreciation 47.01 49.49 15.45 18.48

- Exceptional Expenses - 3.98 - -

Profit Before Tax for

the Year (53.79) (113.78) (46.60) (12.30)

Provision for Taxation (19.61) (35.58) (16.72) (2.74)

Profit After Tax for

the Year (34.18) (78.20) (29.88) (9.56)

FINANCIAL/OPERATION PERFORMANCE REVIEW Last two years have been extremely challenging for the Media & Media Services industry owing to worldwide recessionary trends. The trend now seems to be reversing with the indicators of growth depicting positive signals. Despite a negative growth in the topline on consolidated basis, the EBIDTA is positive at Rs. 37.97 million as against a negative of Rs. 9.22 million in the preceding financial year. This has been achieved through stringent cost control measures, organizational restructuring and strategic planning viz: giving significantly more weightage to media services segment when media segment is passing through an era of doldrums.

CONSOLIDATED FINANCIAL STATEMENT As stipulated by Clause 32 of the Listing Agreement with the Stock Exchanges, the consolidated financial statements have been prepared by the Company in accordance with applicable Accounting Standards notified under section 209 of the Companies Act, 1956 and other applicable pronouncements of the Institute of Chartered Accountants of India. The Audited consolidated financial statements together with Auditors Report form part of the Annual Report.

DIVIDEND

Your Directors have not declared any dividend for the year

2009-10.

RESERVES

No portion of profits has been transferred to General Reserve Account during the financial year.

SUBSIDIARIES AND ASSOCIATE COMPANIES

Your Company has twelve subsidiaries, out of which six are Indian Companies and six are foreign Companies.

Indian Subsidiaries include IDC (India) Limited, CyberMedia India Online Limited, Cyber Media Services Limited, Cyber Media Digital Limited, Cyber Media Events Limited and Cyber Holdings Limited.

Foreign subsidiaries include Cyber Media Singapore Pte Limited and Cyber Media India LLC.

Further Cyber Media India LLC has four subsidiaries viz: TDA Group LLC., Publication Services Inc., Content Matrix LLC, and Global Services Media LLC.

The Company has sought the approval from Central Government under section 212(8) of the Companies Act, 1956, which exempts the Company from attaching a copy of the Balance Sheet, Profit & Loss Accounts, Director’s Report and Auditors Report of the subsidiary companies and other documents required to be attached under section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the subsidiaries is contained in the report. The annual accounts of the subsidiaries companies are open for inspection by any member/investor and the Company will make available these documents/details upon request by any Member/investor of the Company or it’s subsidiaries interested in obtaining the same.

The companies which are associate to the Company are Cyber Astro Limited; Cyber Media Careers Limited and Cyber Media Foundation Limited.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits under the provisions of Section 58A of the Companies Act, 1956, and Rules made there under.

BUY BACK OF SHARES

The Company has not exercised the buy back of its equity

shares during the year under review.

LISTING AT STOCK EXCHANGES

The shares of the Company are listed on the National Stock Exchange of India and The Bombay Stock Exchange. The annual listing fee for the financial year 2010-11 has been paid.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information relating to conservation of energy, technology absorption, research and development and foreign exchange earning and outgo forming part of directors’ report in terms of section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules 1988 as amended, has been given in Annexure A to this report.

DIRECTOR’S RESPONSIBILITY STATEMENT

Directors Responsibility Statement prepared in accordance with sub-section 2AA of Section 217 of the Companies Act, 1956 regarding compliance with the accounting standards, accounting policies while preparing the financial results of the Company is as follows:

The Directors hereby state:

- That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

-That the Directors had selected such accounting policies

and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

- That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities.

- That the Directors had prepared the annual accounts on an ongoing concern basis.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Pradeep Gupta, Chairman & Managing Director and Mr. Krishan Kant Tulshan, Executive Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Your Directors recommend their re-appointment.

DIRECTORS IDENTIFICATION NUMBER

Pradeep Gupta: 00007520; Krishan Kant Tulshan: 00009764;

Shyam Malhotra: 0000645; Rohitasava Chand: 00011150;

Ashok Agarwal: 00019511; Kulmohan Singh Mehta:

00034726.

HUMAN RESOURCE DEVELOPMENT

The Company has always valued its employees. The HR department is geared towards ensuring recruitment, retention and development of the best talent in the industry with focus to contribute, strive towards excellence continuously.

The Company practices various interactive sessions on Team Building, Motivation and on Stress Management to keep the employees motivated and improve their work style. The Company has also conducted various training programs across departments for enhancing the Sales, Edit and Managerial skill of the employees.

The relation between the Company and its employees remained cordial throughout the year. Not a single day was spent idle due to any strike or bad relations with the employees.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance as per Clause 49 of the Listing Agreement alongwith the certificate of the Auditor’s of the Company confirming compliance of the various practices of Corporate Governance is set out in the Annexure forming part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion and Analysis Report as required under the Listing Agreement is annexed to this report.

AUDITORS

M/s Arun Dua & Co.,Chartered Accountants, the Statutory Auditors of the Company, retire at the ensuing Annual General Meeting. Being eligible, they offer themselves for re-appointment. They have furnished a certificate stating that their re-appointment would be within the limits specified under section 224(1B) of the Companies Act, 1956. Your Directors recommend their re-appointment.

AUDIT COMMITTEE RECOMMENDATION

During the year there was no such recommendation of the

Audit Committee which was not accepted by the Board.

Hence there is no need for the disclosure of the same in this

Report.

AUDITORS REPORT

The observations made by the Auditors with reference to notes on accounts for the year ended 31st March 2010 are self-explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES IN TERMS OF SECTION 217(2A) OF THE COMPANIES

ACKNOWLEDGEMENT

Your Directors would like to take this opportunity to express sincere thanks to the valued members and associates of the Company with a special reference to the valuable services and support of The State Bank of Mysore.

The Directors would also like to express their deep sense of appreciation to all the employees who are committed tostrong work ethics, excellent performance andcommendable teamwork and have thrived in a challenging environment.

The Directors thank the valued customers for the continuedpatronage extended by them to your Company. Finally, the Directors wish to express their gratitude to the valuedshareholders for their unwavering trust and support.



For and on behalf of the Board of Directors of

Cyber Media (India) Ltd

Pradeep Gupta Krishan Kant Tulshan

Place : New Delhi Chairman & Executive Director

Date : August 12, 2010 Managing Director