Notes to Accounts of Cyber Media (India) Ltd.

Mar 31, 2015

1. 5,00,000 (5,00,000) shares out of the subscribed and fully paid up share capital were alloted in the last five years to the shareholders of Cyber Media India Online Limited in scheme of amalgamation

2. NIL (5,00,000) shares of Rs. 10/- each fully paid, without payment being received in cash, pending allotment to the shareholders of Cyber Media India Online Limited

3. Secured term loans from banks to the extent of :

a) Rs. 15,000,000/- (Rs. 20,000,000/- ) From State Bank of Mysore, are secured by way of first charge on all the present and future, movable (excluding those charged to hire purchasers) and immovable assets including current assets of the company.

Also the loans are secured by personal guarantee of Mr. Pradeep Gupta.

b) Rs 2,18,777/- (Rs 353,044/-) from HDFC Bank Limited are secured against specific vehicles

c) Rs. 100,000,000/- (Rs.100,000,000) From Kotak Mahindra Bank, are secured by way of first charge on D-74, Panchsheel Enclave, New Delhi (Residential property of Chairman & Managing Director)

Note:

Pursuant to case ROC vs Pradeep Gupta & Others:

As per Sub-Section 4(e) of Section 125 of the Companies Act, 1956, a pledge is excluded from the application of the said section. The vehicle loans taken by the Company during the period from 2006-07 to 2008-09 have already been repaid in full and thereafter no vehicle loan was taken by the company. The non compliance of the provisions of section 125 of the said Act has automatically been made good and the company is in due compliance of the provisions of section 125 of the said Act, from financial year 2009-10 onwards

* Outstanding vehicles loan amount transferred from Cyber Media India Online Limited under the scheme of amalgamation duly approved by hon'ble High Court of Delhi vide its order dated 18.02.2011

4. The Company has not received any intimation from Micro, small and Medium enterprises under the 'Micro, Small and Medium Enterprises development Act, 2006'. As per information available with the company, no interest is paid or payable under the Act.

5. Trade Payables includes amount payable to vendors, consultants, employees etc

6. Other loans and advances includes the advances recoverable in cash or in kind or for value to be received, Rs. 56,09,359/ deposited with sales tax authorities

7. Trade receivable includes amount due from Subsidiary/Associates on account of expenses incurred on behalf.

Note:

Pursuant to case ROC vs Pradeep Gupta & Others:

The non compliances in respect of section 209(3)(b) of the Companies Act, 1956, has already been made good by the Company. The company is in proper compliance of the provision of said section.

8. Margin money includes Rs. 8,174,203/- (Rs. 7,862,484/-) as FDR with State Bank of Mysore against bank gurantee of loan taken in foreign and the same will be renewed every year till the loan is repaid

9. Margin money includes Rs. 5,000,000/- (Rs. NIL) as FDR with Kotak Mahindra Bank against gurantee of loan taken from Kotak Mahindra Bank and the same will be renewed every year till the loan is repaid

10. Total of bank guarantees outstanding as at year end amounting to Rs. 340,500/- given to customs and postal department against which 100% margin has been deposited with the bank. Total amount outstanding against Buyers Credit as on 31-03-2013 is Rs. 49,45,012 (91282.50 USD)

11. In accordance with the revised Accounting Standard 15 notified under the Companies (Accounting Standards) Rules, 2006 the requisite disclosures are as follows:

a. Description of the type of plan(s)

i. Gratuity Plan

The Gratuity liability arises on retirement, resignation and death of an employee. The aforesaid liability is calculated in accordance with The Payment of Gratuity Act, 1972.

ii. Leave Encashment Plan

The earned leave liability arises on retirement, withdrawal, resignation and death of an employee. The aforesaid liability is calculated on the basis of yearly accrual of 30 days salary (i.e last drawn salary) subject to maximum accumulation up to 90 days.

Names of related parties and description of relationship:

Subsidiaries

Cyber Media Research & Services Limited Cyber Media Services Limited Cyber Media Singapore Pte Limited Cyber Media India LLC Cyber Astro Limited

Subsidiaries of subsidiary

TDA Group LLC Global Services Media LLC

Associates

Cyber Media Foundation Limited Any Time Media Pvt Ltd Cyber Media Careers Limited

Key Management Personnel

Mr. Pradeep Gupta

Relative of key management personnel

Mrs. Sudha Bala Gupta Mr. Dhaval Gupta

12. Segment Reporting

The Company is engaged in the Media Business which is identified as the only and primary business segment of the company. Therefore no further information is required to be disclosed. Further all the operating facilities are located in India. The information required to be given for secondary segment being geographical segment is as under:

13. Contingent Liabilities and commitments:

a) Guarantees given to State Bank of Mysore to secure facilities of:

i) As per Accounting Standard 29 on Provisions, Contingent Liabilities and Contingent Assets following are the contingent liabilities: Guarantees given to State Bank of Mysore to secure facilities of Rs. 17.50 million to Cyber Media Research Limited

ii) Stand -by letter of credit favouring Citi Bank, New York to secure the term loan of USD 3.4 million [outstanding as on 31-03-2013 Rs. 111.09 million (Previous year Rs. 126.61 million) sanctioned to Cyber Media India LLC towards the assets purchase of the TDA Group, California.

14. In the opinion of the Management, there is no permanent diminition in the value of investments.

15. Previous year figures have been regrouped/ reclassified, wherever necessary, to confirm to current year's classification.

16, The Company has no other information required to be disclosed pursuant to Schedule III to the Companies Act, 2013.

17. The Company has taken various offices under cancellable lease agreement. There are no non-cancellable leases. Lease payment recognized under cancellable lease for the year are Rs 19,84,338/- (Previous Year Rs 53,90,381/-)

18. Company has not capitalized any borrowing cost during the year.

---

Mar 31, 2014

1.1 The Company has not received any intimation from Micro, small and Medium enterprises under the ''Micro, Small and Medium Enterprises development Act, 2006''. As per information available with the company, no interest is paid or payable under the Act.

1.2 Trade Payables includes amount payable to vendors, consultants, employees etc

2.1 Margin money includes Rs. 8,174,203/- (Rs. 7,862,484/-) as FDR with State Bank of Mysore against bank gurantee of loan taken in foreign and the same will be renewed every year till the loan is repaid

2.2 Margin money includes Rs. 5,000,000/- (Rs. NIL) as FDR with Kotak Mahindra Bank against gurantee of loan taken from Kotak Mahindra Bank and the same will be renewed every year till the loan is repaid

2.3 Total of bank guarantees outstanding as at year end amounting to Rs. 340,500/- given to customs and postal department against which 100% margin has been deposited with the bank. Total amount outstanding against Buyers Credit as on 31-03-2013 is Rs. 49,45,012 (91282.50 USD)

2.4 In accordance with the revised Accounting Standard 15 notified under the Companies (Accounting Standards) Rules, 2006 the requisite disclosures are as follows:

a. Description of the type of plan(s)

i. Gratuity Plan

The Gratuity liability arises on retirement, resignation and death of an employee. The aforesaid liability is calculated in accordance with The Payment of Gratuity Act, 1972.

ii. Leave Encashment Plan

The earned leave liability arises on retirement, withdrawal, resignation and death of an employee. The aforesaid liability is calculated on the basis of yearly accrual of 15 days salary (i.e last drawn salary) subject to maximum accumulation up to 90 days.

3 Contingent Liabilities and commitments:

a) Guarantees given to State Bank of Mysore to secure facilities of:

i) As per Accounting Standard 29 on Provisions, Contingent Liabilities and Contingent Assets following are the contingent liabilities: Guarantees given to State Bank of Mysore to secure facilities of Rs. 17.50 million to Cyber Media Research & Services Limited (Formerly Known as Cyber Media Research Limited)

ii) Stand -by letter of credit favouring Citi Bank, New York to secure the term loan of USD 3.4 million [outstanding as on 31-03- 2013 Rs. 111.09 million (Previous year Rs. 126.61 million) sanctioned to Cyber Media India LLC towards the assets purchase of the TDA Group, California.

4 In the opinion of the Management, there is no permanent diminition in the value of investments.

5 Previous year figures have been regrouped/ reclassified, wherever necessary, to confirm to current year''s classification.

6 The Company has no other information required to be disclosed pursuant to Schedule VI to the Companies Act, 1956.

7 The Company has taken various offices under cancellable lease agreement. There are no non-cancellable leases. Lease payment recognized under cancellable lease for the year are Rs 53,90,381/- (Previous Year Rs 73,58,871/-)

8 Company has not capitalized any borrowing cost during the year.

---

Mar 31, 2013

1.1 Margin money includes Rs. 8,174,203/- (Rs. 7,862,484/-) as FDR with State Bank of Mysore against bank gurantee of loan taken in foreign and the same will be renewed every year till the loan is repaid.

1.2 Margin money includes Rs. 5,000,000/- (Rs. NIL) as FDR with Kotak Mahindra Bank against gurantee of loan taken from Kotak Mahindra Bank and the same will be renewed every year till the loan is repaid.

1.3 Total of bank guarantees outstanding as at year end amounting to Rs. 340,500/- given to customs and postal department against which 100% margin has been deposited with the bank. Total amount outstanding against Buyers Credit as on 31-03-2013 is Rs. 49,45,012 (91282.50 USD).

2.1 Sale of service represents Media services and it also includes services for subscription of magzine.

3.1 In accordance with the revised Accounting Standard 15 notified under the Companies (Accounting Standards) Rules, 2006 the requisite disclosures are as follows:

a. Description of the type of plan(s)

i. Gratuity Plan

The Gratuity liability arises on retirement, resignation and death of an employee. The aforesaid liability is calculated in accordance with The Payment Of Gratuity Act, 1972.

ii. Leave Encashment Plan

The earned leave liability arises on retirement, withdrawal, resignation and death of an employee. The aforesaid liability is calculated on the basis of yearly accrual of 30 days salary (i.e last drawn salary) subject to maximum accumulation up to 90 days.

4 SEGMENT REPORTING

The Company is engaged in the Media Business which is identified as the only and primary business segment of the company. Therefore no further information is required to be disclosed. Further all the operating facilities are located in India. The information required to be given for secondary segment being geographical segment is as under:

5 CONTINGENT LIABILITIES AND COMMITMENTS:

a) Guarantees given to State Bank of Mysore to secure facilities of:

i) As per Accounting Standard 29 on Provisions, Contingent Liabilities and Contingent Assets following are the contingent liabilities:

Guarantees given to State Bank of Mysore to secure facilities of Rs. 17.50 million to Cyber Media Research Limited.

ii) Stand -by letter of credit favouring Citi Bank, New York to secure the term loan of USD 3.4 million [outstanding as on 31-03- 2013 Rs. 111.09 million (Previous year Rs. 126.61 million) sanctioned to Cyber Media India LLC towards the assets purchase of the TDA Group, California.

6 In the opinion of the Management, there is no permanent diminition in the value of investments.

7 Previous year figures have been regrouped/ reclassified, wherever necessary, to confirm to current year''s classification.

8 The Company has no other information required to be disclosed pursuant to Schedule VI to the Companies Act, 1956.

9 "The Company has taken various offices under cancellable lease agreement. There are no non-cancellable leases. Lease payment recognized under cancellable lease for the year are Rs 73,58,871/- (Previous Year Rs 83,33,986/-).

10 Company has not capitalized any borrowing cost during the year.

* Signature to the Significant Accounting Policies & Notes to Accounts are forming the part of the financial statements.

---

Mar 31, 2010

1) Employee Benefits:

In accordance with AS 15 notified under the Companies (Accounting Standards) Rules 2006, the requisite disclosures are as under:

a. Description of the type of plan(s):

i. Gratuity Plan:

The gratuity liability arises on retirement, withdrawl, resignation and death of an employee. The aforesaid liability is calculated in accordance with the Payment of Gratuity Act, 1972.

2) The Company has taken various offices and premises under cancellable operating lease agreement .There are no non–cancellable leases. Lease payment recognized under cancelable lease for the year are Rs.9,165,654 (Previous year Rs.8,673,316) are disclosed under the head rent in Schedule 17.

3) Related Party Transactions:

Subsidiaries IDC (India) Limited

Cyber Media India Online Limited

Cyber Media Digital Limited

Cyber Media Events Limited

Cyber Holdings Limited

Cyber Media Services Limited

Cyber Media Singapore Pte Limited

Cyber Media India LLC

Subsidiaries of Subsidiary Publication Services Inc.

TDA Group LLC

Global Services Media LLC(Formerly known as CMP Cyber Media LLC)

Associates Cyber Astro Limited

Cyber Media Foundation Limited Cyber Media Careers Limited

Key Management Personnel Mr. Pradeep Gupta

Mr. Shyam Malhotra

Mr. Krishan Kant Tulshan

Relative of Key Management Personnel Mrs. Sudha Bala Gupta

Mrs. Dipika Tulshan

Mr. Dhaval Gupta

4) Segment Reporting:

The Company is engaged in the Media business which is identified as the only and primary business segment of the company. Further all the operating facilities located in India. The information required to be given for secondary segment being geographical segment is as under:

5) Contingent Liabilities:

a. Guarantees given to State Bank of Mysore to secure facilities of:

i. As per Accounting Standard 29 on Provisions, Contingent Liabilities and Contingent Assets following are the contingent liabilities: Guarantees given to State Bank of Mysore to secure facilities of Rs 17.50 million to IDC (India) Limited, Rs. 10 million, to Cyber Media Digital Limited and Rs. 10 million, to Cyber Media India Online Limited (Formerly Cyber India Online Limited), subsidiaries of Cyber Media (India) Limited.

ii. Stand–by letter of credit favouring Citi Bank, New York to secure the term loan of USD 3.4 million [Rs. 139.40 million (Previous Year Rs. 177.38) million)] sanctioned to Cyber Media India LLC towards the assets purchase of the TDA Group, California.The outstanding amount has been increased due to conversion of closing balance into closing foreign exchange rates.

b. Total of bank guarantees outstanding as at year end amounting to Rs. 245,700/– given to customs and postal department against which 100% margin has already been deposited with the bank. Total of letter of Credit outstanding as at year end were amounting to Rs.3,655,330 against import of paper.

c. Income–tax demand on regular assessment by the revenue authorities disputed in appeal as under :

S. Nature of Dues Amount Period of Which Forum where dispute

No. amount relates is pending

1. Tax on Regular Assessment 4,447,193 Financial Year Commissioner of Income Tax U/S 143(1) of Income Tax Act,1961 ended 31.03.2006 (Appeals) IV , New Delhi

2. Tax on Regular Assessment 530,095 Financial Year Commissioner of Income Tax U/S 143(3) of Income Tax Act,1961 ended 31.03.2007 (Appeals) VI , New Delhi

6) Other Notes:

a. As on 31st March 2010 an amount of Rs. 17,880/– was lying in the public issue refund account as refund warrants have not been presented for clearance.

b. In the opinion of the Management, there is no permanent diminution in the value of investments.

c. The Company has not received any intimation from Micro and Small Enterprises under The Micro, Small and Medium Enterprises Act, 2006. As per the information available with the Company, no interest is paid or payable under the Act.

d. Detail of amount outstanding in unclaimed dividend accounts is as under:

e. The Company has not capitalized any borrowing cost during the year.

f. The Company has filed a scheme of Arrangement and Merger under section 391-394 of the Companies Act ,1956 in the Honble High Court at New Delhi ,pursuant to which it is proposed to merge Cyber Media India Online Limited, Cyber Media Digital Limited, Cyber Media Events Limited and Cyber Holdings Limited with Cyber Media (India) Limited w.e.f.appointed date 01.04.2009

g. Previous year figures have been regrouped/reclassified, wherever necessary, to confirm to current years classification h. The Company has no other information required to be disclosed pursuant to Schedule VI to the Companies Act, 1956.