Cyberscape Multimedia Ltd Directors Report.

To the Members,

Your Directors have pleasure in presenting the 23nd Annual Report together with the audited accounts of the Company for the year ended March 31, 2019.

FINANCIAL RESULTS (Rupees in lacs)

PARTICULARS 2018-19 2017-18
Total Income 24.78 2.86
Total Expenses including Depreciation, 152.19 14.27
Financial Cost and other expenses
Profit / (Loss) before Tax (127.41) (11.41)
Deferred Tax (33.13) (75.35)
Profit / (Loss) after Tax (94.29) 63.94

OPERATIONS AND STATUS OF COMPANYS AFFAIRS

The companys business is yet to show any substantial improvement and efforts are on to work on the Business Plan submitted to the BSE last year and try and pull it out of red. The companys revocation of suspension process is still on and we are eagerly looking forward to being traded on the exchage post-revocation.

AMOUNT PROPOSED TO BE CARRIED TO RESERVE

In view of the losses suffered by the Company during the FY 2018-19, the question of carrying any amount to reserve does not arise.

RISK MANAGEMENT

The Company has developed and implemented a Risk Management Policy for the Company including identification therein of elements of risk, which in the opinion of the Board may threaten the existence of the Company. Company has been making constant efforts to continue its status as a going concern.

DIVIDEND

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

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Directors of the company have laid down internal financial controls in terms of the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. Such internal financial controls are adequate with the size and operations of the Company and were operating 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) of Section 143 of the Companies Act, 2013 whether reportable to the Central Government or otherwise 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 unclaimed suspense account and hence the question of making any disclosure in this regard does not arise.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS

During the year under review, no significant or material orders were passed by the regulators, courts or tribunal impacting the going concern status and companys operations in future

LISTING PARTICULARS

As required by LODR with the stock exchange, a cash flow statement is appended.

As per the 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 Companys Share Transfer Agent. All correspondence regarding securities and investor grievances are being attended to at the Registered Office or at the Share Transfer Agents office located at Malleswaram, Bangalore. The Company, with an objective of friendly investor relations has set up a Shareholders/Investors Grievances Committee. The Committee ensures that all the queries and suggestions are properly attended to.

CORPORATE GOVERNANCE

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

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public during the year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company does not fall under the purview of section 135 of the Companies Act, 2013 during the financial year 2018-19.

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

RELATED PARTY TRANSACTIONS

Related party transactions that were entered during the financial year were on an arms length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Companys Promoters, Directors,Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval. The details are annexed as per Form AOC-2. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Listing Agreement. This Policy was considered and approved by the Board.

EXTRACT OF EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 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 and Directors is not given in view of the fact that there is no employee in the Company and the wholetime Directors are not drawing any remuneration. The sitting fee paid to independent 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 of the Companies (Accounts) Rules, 2014 on Conservation of energy, Research & Development and Technology Absorption:

a. Conservation of energy, Research and Development and technology absorption

The Companys operations are not energy intensive. However, adequate measures have been taken to reduce energy consumption by using energy efficient computers with latest technologies. 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 under review 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 full Annual Report, notices, quarterly results etc., to the e-mail IDs of shareholders, the Company has arranged to send the soft copies of the documents to the e-mail IDs of shareholders available with us or the depositories. In case any of the shareholder would like to receive physical copy of the Annual Report, the same shall be forwarded on written request to the Registrars M/s Integrated Enterprises (India) Limited.

DIRECTORS

(1) Mr. Anand S K (DIN 00325468) is the Managing Director, and is subject to retirement by rotation at the AGM Meeting of the year 2023.

(2) Independent Director, Mr. Veerabhadra P, (DIN 03596768) is subject to retirement by the AGM of year 2023.

(3) Independent Director, Mr. Sukirti Sogal (DIN 03599551) retires by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting (AGM). Brief profile of the Director 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 hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments 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 of the company for the same period;

c) 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 preventing and detecting fraud and other 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 and were operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualifythemselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

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

The Company has no tolerance for Sexual Harassment at Workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace ("Policy").

The Company has not received any complaints under the Prevention of Sexual Harassment Act for the FY 2018-19.

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2018-19, Company held 6 meetings of the Board of Directors. Details of attendance by the Directors at the Board Meetings during their tenure during the financial year and the previous Annual General meeting held on 29.09.2018 are furnished below:

No Name of Director No of Board Meetings held No of Board Meetings attended Attendance at the last AGM
1 Anand S.K. 5 5 Yes
2 Swarupa H.S. 5 5 Yes
3 Sukirti Sogal 5 5 Yes
4 Veerabhadra P. 2 2 Yes

ACCOUNTING STANDARDS FOLLOWED BY THE COMPANY

The Financial Statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014.

ADOPTION OF INDIAN ACCOUNTING STANDARDS

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

LISTING OF SHARES

The Equity Shares of the Company are listed on BSE Limited (BSE). The Annual Listing Fee for the financial year 2018-19 has been paid to the Stock Exchange.

AUDITORS

M/s. G Rajendra& Co., Bengaluru (FRN 014388S) have been functioning as auditors for a period of 5 years from the date of the last AGM.

SECRETARIAL AUDITORS AND AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed Mrs. Shashikala Hemanth, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report dated May 29, 2018 in Form MR-3 received from the said Secretarial auditors is annexed to this report: The Secretarial Audit Report does not contain any qualification, reservation and adverse remarks or disclaimers made by Mrs. Shashikala Hemanth , Practicing Company Secretary in her Report dated May 29, 2018 and hence 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 the Companies Act, 2013. Your Directors have made necessary disclosures as required under various provisions of the Companies Act, 2013 and SEBI LODR.

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-operation received from all its clients, vendors, bankers, advisors, regulatory and Government authorities.

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

FORM AOC-2

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

Details of contracts or arrangements or transactions not at Arms 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 Arms 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 asadvances, if any NA