Mar 31, 2025
Your Directors have pleasure to present the Twenty Ninth Annual Report of Cyber Media Research & Services Limited (âthe Companyâ or
âCMRSLâ) alongwith the audited financial statements for the financial year ended March 31, 2025. The consolidated performance of the
Company and its subsidiaries has been referred to wherever required.
1. Financial summary
The standalone and consolidated financial statements for the financial year ended March 31,2025, have been prepared in accordance
with the Indian Accounting Standards (Ind AS), provisions of the Companies Act, 2013 and the rules made thereunder (including any
statutory modification(s) or re-enactment thereof) (hereinafter referred to as âthe Actâ) and the guidelines issued by Securities and
Exchange Board of India.
The Directors are not happy with the FY 2024-25 performance. While the Company has grown at a CAGR of 15.76% in the previous
3 years, i.e. from FY 2021-22 to FY 2023-24, this past financial year has seen a decline of 13.79% YoY in consolidated earnings.
The Board has taken serious note of this and is proactively initiated process changes, technology automations and improving sales
engine of the Company. We are confident of reversing the trend and bringing growth trajectory back to the Company.
Key highlights are given as under: (INR in Lakhs)
|
Particulars |
Standalone |
Consolidated |
||
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
|
|
Revenue from Operations |
4864.24 |
5,573.27 |
7502.63 |
8,732.77 |
|
Other income |
86.85 |
73.55 |
91.08 |
76.16 |
|
Total Income |
4951.09 |
5,646.82 |
7593.71 |
8,808.93 |
|
Direct Expenses |
3606.07 |
4,255.32 |
6182.00 |
7,302.90 |
|
Employee Benefits Expenses |
827.87 |
685.84 |
827.87 |
685.84 |
|
Other Expenses |
200.93 |
128.67 |
210.42 |
140.41 |
|
EBITDA |
316.22 |
576.99 |
373.42 |
679.78 |
|
Financial Expenses |
71.51 |
80.81 |
71.51 |
80.81 |
|
Depreciation |
8.69 |
27.95 |
8.69 |
27.95 |
|
Profit Before Tax and Exceptional items |
236.02 |
468.23 |
293.22 |
571.02 |
|
Exceptional items |
- |
77.70 |
- |
77.70 |
|
Profit Before tax |
236.02 |
390.53 |
293.22 |
493.32 |
|
Tax Expenses |
56.98 |
125.36 |
61.58 |
134.06 |
|
Profit After Tax |
179.04 |
265.17 |
231.64 |
359.26 |
2. Share Capital
During the year under review, there was no change in the share capital.
Further, during the year under review, the Company has not issued any shares with differential voting rights or granted any stock
options or issued any sweat equity or issued any bonus shares. The Company has not bought back any of its securities during the
year and hence no details / information is provided in this respect.
3. Dividend
Based on the Companyâs performance and keeping in view the shareholdersâ interest, the Board of Directors recommends a dividend
of INR 2.00 per fully paid-up equity share (i.e. 20% on the face value of per equity share of INR 10 each) of the Company, for the
year 2024-25. The dividend would result in a cash outflow of INR 58,56,000, reflecting a pay-out ratio of 33.01%, in line with the
Companyâs Dividend Policy. The dividend on equity shares is subject to the Shareholdersâ approval at the ensuing Annual General
Meeting (âAGMâ).Relevant link for Dividend Distribution Policy is https://www.cmrsl.net/wp-content/uploads/2023/07/Dividend-Distribution-Policy.pdf
No amount has been transferred to the reserves during the year under review.
Consolidated Performance: During the year 2024-25, income from operations reduced to INR 75.03 crore as compared to INR
87.33 crore during the previous year, a downfall of 14.09 %. The Company has recorded earnings before interest, tax and depreciation
on consolidated basis during the year under review at INR 3.73 crore as compared to INR 6.80 crore in the previous year, a downfall
45.15%. The net profit margins recorded at INR 2.32 crore in the year under review as compared to INR 3.59 crore in the previous
year, a downfall of 35.38 %.
The performance may be attributed to reduced spends across various advertisers. However, the organization continued to retain
clients and maintained a high level of proactiveness in ensuring client satisfaction. Among our largest client remains Google both in
India and Singapore.
While FY 2024-25 earnings were lower the company was proactively able to control costs to ensure profitability. The company has
also invested energy in ensuring collections are done in a process driven and timely manner therefore maintaining good cashflows.
The Company management considers FY 2025-26 as an aberration and expects to return to strong growth in the current financial
year.
CMRSL also continues to invest in its Martech technology platform, CMGalaxy (cmgalaxy.com). This AI powered marketing tools helps
brands manage their paid marketing channels. CMGalaxy provides full-data management and performance marketing optimization
to advertisers. Technology based growth is a clear direction of the future of the company and will not only create scalability but also
improve profitability for the organization.
Standalone Performance: During the year under review, the revenue from operations reduced to INR 48.64 crore as compared to
INR 55.73 crore in the previous year, a downfall of 12.72%. During the year under review, profit before interest, tax and depreciation
stood at INR 3.16 crore against INR 5.77 crore during the previous year, a downfall of 45.23%. The net profit for the year under
review is INR 1.79 crore as compared to the previous year net profit of INR 2.65 crore, a downfall of 32.45%.
The Companyâs culture and reputation as a leader in digital technologies, adtech, data analytics, and next-generation technologies
(including AI) enable us to attract and retain high quality talent. The competency development of our employees continues to be
a key area of strategic focus for us. The management is keen to continuously improve hiring practices, and improve the quality of
the team across all functions. Furthermore, the Company has an increasing focus on internal training, external upskilling and team
building activities that help maintain a culture of camaraderie, innovation and motivation within the organization.
The Company invested in building tighter control systems improving processes and operational efficiencies as a result. This continual
pursuit has led to high retention rates among employees. Your company believes and recognises the employees as asset of the
Company. The overall attrition rate of employees of the Company was 1.40 percent at March 31,2025.
The Company believes and maintains the diversity of employees and in order to support the women, during the year, the women
employeesâ percentage was 35.23 percent.
The Company will continue to connect with all stakeholders on a regular basis, communicate in an open and transparent manner that
yield desired results. The total number of employees in the Company as on March 31,2025 were 85.
In compliance with the MCAâs vide MCA vide its General Circular No. 09/2024 dated September 19, 2024 and SEBI Circular No.
SEBI /HO/CFD/CFD-POD-2/P/CIR/ 2024/133 dated October 03, 2024, Notice of the AGM along with the Annual Report 2024-25 is
being sent only through electronic mode to all the Members whose email addresses are registered with the Company/Depositories.
Members may note that the Notice and Annual Report 2024-25 will also be available on the Companyâs website: www.cmrsl.net,
website of the stock exchange i.e. National Stock Exchange of India Limited at www.nseindia.com, and on the website of Companyâs
RTA, MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) https://instavote.linkintime.co.in.
The audited consolidated financial statements prepared in accordance with the Indian Accounting Standards (Ind AS) are provided
in the Annual Report.
As on March 31,2025, the Company has one subsidiary, Cyber Media Services Pte. Limited, Wholly Owned Subsidiary, Singapore.
Pursuant to Section 129(3) of the Act read with rule 5 of the Companies (Accounts) Rules, 2014), a Statement containing salient
features of the financial performance of subsidiaries and associates for the financial year 2024-25 in Form No. AOC-1 is attached to
this Report as Annexure-A.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial
statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the
website of the Company https://www.cmrsl.net/corporate-governance/.
As on March 31,2025, the Company has no associate company.
As on March 31,2025, the Company has no joint venture with any company, firm or body corporate etc.
Pursuant to the provisions of Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:
a. in the preparation of the annual accounts, 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 and loss of the Company for that period;
c. they 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 to be followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are
adequate and operating effectively.
The shareholders of the Company vide special resolution dated March 22, 2025 passed through postal ballot (remote evoting)
process have approved the following:
o Re-appointment of Mr. Pradeep Gupta (DIN:00007520) as Chairman (Non-Executive) for a period of three years w.e.f. February
01,2025; and
o Re-appointment of Mr. Dhaval Gupta (DIN:05287458) as Managing Director and fixation of his remuneration for a period of
three years w.e.f. February 01,2025.
On April 11,2025, Mr. Arun Seth has stepped down as Independent Director of the Company with effect from April 11,2025 (from the
close of business hours). The Board appreciates his remarkable support and contribution extended by him to the organisation during
his tenure as Independent Director. Mr. Arun Seth has accepted to continue as an observer to the Board.
Mr. Dhaval Gupta (DIN:05287458) retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment.
The Notice convening the ensuing AGM sets out the required details.
Your Companyâs Board consists of experience rich, professionals and visionaries who provide strategic direction and guidance to the
organization.
As on March 31,2025, the Board comprised of four non-executive independent directors.
Pursuant to the provisions of Section 149(7) of the Act, the independent directors have submitted declarations that each of them
meets the criteria of independence as provided in Section 149(6) of the Act read with Rules framed thereunder and Regulation 16(1)
(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the
Company.
During the year under review, the independent directors of the Company had no pecuniary relationship or transactions with the
Company.
Pursuant to the provisions of Section 203 of the Act, Mr. Dhaval Gupta, Managing Director, Mr. Sankaranarayanan V. V., Chief
Financial Officer and Mrs. Savita Rana, Company Secretary are the Key Managerial Personnel as on March 31,2025.
The Board comprises of six directors viz. Executive, Non-Executive and Independent Directors including one woman director. The
details of composition of the Board of Directors are given in the Corporate Governance Report which forms part of this report.
Four meetings of the Board were held during the financial year under review. For details of meetings of the Board including attendance
at the meetings, number of directorships in other entities, please refer the Corporate Governance Report which forms part of this
report.
The Companyâs Board has following committees:
o Audit Committee
o Nomination and Remuneration Committee
o Stakeholders Relationship Committee
o Risk Management Committee
o Investment Committee
During the year, all recommendations made by the Committees were approved by the Board.
Details of Committee meetings, terms of reference of the Committees, Committee membership and attendance of Directors at the
meetings of the Committees are provided in the Corporate Governance Report which is part of this report.
The Companyâs external communication has transitioned to virtual formats. Events, such as quarterly results, meetings of the Board
and the AGM, have been executed successfully virtually and also recruitment drives have also been conducted virtually.
In terms of the Policy for Evaluation of the Performance of the Board of the Company, the Board has carried out an annual evaluation
of its own performance, board committees, and individual directors pursuant to the provisions of the Act and Listing Regulations.
Performance evaluation is carried out in the following manner:
o Evaluation of Independent Directors by the Board excluding the Independent Director being evaluated;
o Evaluation of the Chairman/Non-Independent Directors by the Independent Directors excluding the Director being evaluated;
o Evaluation of the Overall Board by the Independent Directors; and
o Evaluation of the Committees by the Board.
All the Board members are provided forms having the criteria for evaluation of the Independent Directors, Chairman/Non-executive
Directors, Committees, seeking ratings on the performance of the respective Directors, Chairman/Non-executive Directors,
Committees as mentioned above. After seeking the filled in and signed forms, an analysis report is prepared with respect to the
rating given to the person being evaluated.
The Company recognizes that good corporate governance is a continuous exercise and requires everyone to raise their level of
competency and capability to meet the expectations in managing the enterprise and its resources optimally with prudent ethical
standards. Adherence to transparency, accountability, fairness and ethical standards are an integral part of the Companyâs function.
The criteria for performance evaluation have been detailed in the Corporate Governance Report which forms part of this Report.
Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure-B.
a. During the year under review, there were some transactions entered into by the Company with related parties, which were in
the Ordinary Course of Business and at Armâs Length pricing basis for which the Audit Committee granted omnibus approval
(which are repetitive in nature) and the same were reviewed by the Audit Committee and the Board.
b. During the year under review, there were no significant transactions with related parties which were at armâs length basis:
c. There were no materially significant transactions with related parties which were in conflict with the interest of the Company.
d. As required under section 134(3)(h) of the Act, the details of the transactions entered into with related parties during the year
under review, which fall under the scope of Section 188(1) of the Act, are given in Form AOC-2 attached as Annexure-C to this
report.
As per Listing Regulations, the Corporate Governance Report with the Practicing Company Secretaryâs Certificate thereon and MD/
CEOâs certificate and the Management Discussion and Analysis are attached to this report which form part thereof.
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued
by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
Related Party disclosures/transactions are detailed in the Notes to the financial statements.
The Companyâs net worth, turnover and net profit are below the limits specified under the provisions of section 135 of the Act. Hence,
the provisions with respect to Corporate Social Responsibility are not made applicable to the Company.
The Board of your Company has laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the Companyâs 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 disclosures.
The statutory auditorâs report does not contain any qualifications, reservations, or adverse remarks or disclaimer.
Pursuant to Section 143(12) of the Act, the statutory auditor has not reported to the Company, any instances of fraud committed
against the Company by its officers or employees.
Secretarial Auditorâs report
The secretarial auditorâs report does not contain any qualifications, reservations, or adverse remarks or disclaimer. Secretarial
auditorâs report is attached to this report as Annexure-D.
Internal Auditorâs Report
The Internal Auditor submitted their report to the Audit Committee on quarterly basis.
Vigil Mechanism/Whistle Blower Policy
The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in
confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behavior.
The details of the policy have been disclosed in the Corporate Governance Report which is attached to this report. The policy is also
available on Companyâs website link: https://www.cmrsl.net/corporate-governance/.
During the year, the Company did not receive any complaint under vigil mechanism and there was no complaint pending at the
opening and closing of the year under review.
Nomination and Remuneration Policy
The Company has the policy on the appointment and remuneration of directors and key managerial personnel which provides a
framework based on which our human resources management aligns their recruitment plans for the strategic growth of the Company.
The policy is available on the Companyâs website. The related weblink is: https://www.cmrsl.net/corporate-governance/.
Policy on Related Party Transactions
The Company has a policy for contracts or arrangements to be entered into by the Company with related parties which is available
on Companyâs website link, https://www.cmrsl.net/corporate-governance/.
Policy for Determining Material Subsidiaries
The Company has policy for determining material subsidiaries which is available on the Companyâs website. The relevant weblink is:
https://www.cmrsl.net/corporate-governance/.
Code of Conduct for Prevention of Insider Trading in Companyâs Securities
The Company has Code of Conduct for Prevention of Insider Trading in Companyâs Securities which is available on the Companyâs
website. The relevant weblink is: https://www.cmrsl.net/corporate-governance/.
Document Preservation Policy
The Company has established a policy in confirmation of Regulation 9 of the Listing Regulations for preserving the documents, files,
information etc. of the Company. The policy may be downloaded from the Companyâs website. The relevant weblink is: https://www.
cmrsl.net/corporate-governance/.
The Company has policy for determining materiality of an event or information which is available on the Companyâs website. The
relevant weblink is: https://www.cmrsl.net/corporate-governance/.
Risk is an integral and unavoidable component of business and your company is committed to managing the risk in a proactive and
effective manner. In todayâs challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the
growth plans of the Company are imperative. The common risks inter alia are: regulations, competition, business risk, technology
obsolescence, investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk,
political risk, legal risk. Your Company adopts systematic approach to mitigate risks associated with accomplishment of objectives,
operations, revenues and regulations. The Company has a Risk Management Policy. The Audit Committee of the Company reviews
the Risk Management Policy and its implementation.
The Policy is also available on the Companyâs website. The relevant link is: https://www.cmrsl.net/corporate-governance/.
Code of Conduct for the Board of Directors and Senior Management
The Company has on place Code of Conduct for the Board of Directors and Senior Management which is available on the Companyâs
website. The relevant weblink is: https://www.cmrsl.net/corporate-governance/.
The Company has on place a policy for the diversity of the Board which is available on the Companyâs website. The relevant weblink
is: https://www.cmrsl.net/corporate-governance/.
Policy for Evaluation of Board Performance
In accordance with the provisions of clause (p) of sub-section (3) of section 134 of the Companies Act, 2013, the Company has
criteria for evaluation of Board performance which is available on the Companyâs website. The relevant weblink is: https://www.cmrs!.
net/corporate-governance/.
Sexual Harassment Policy
Pursuant to provisions of section 134(3)(q) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014,
required disclosure is given below:
The Company has constituted Internal Committee as per provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and also has a policy and framework for employees to report sexual harassment cases at
workplace and its process ensures complete anonymity and confidentiality of information. Workshops and awareness programmes
against sexual harassment are conducted across the organization.
Details of complaints at the opening of, filed and resolved during, and pending at the end of, the financial year are as under:
Number of complaints at the opening of the Financial Year: Nil
Number of complaints filed during the Financial Year: Nil
Number of complaints disposed of during the Financial Year: Nil
Number of complaints pending as on end of the Financial Year: Nil
The Company has not accepted any deposits under Chapter V of the Act and the rules made there under, (including any statutory
modification(s) or re-enactment(s) thereof).
The particulars prescribed under Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to
Conservation of Energy, technology Absorption, Foreign Exchange Earnings and outgo are given below:
Conservation of energy:
i. The operations of the Company are not energy-intensive. However, significant measures are taken to reduce energy
consumption by using energy-efficient equipment. The Company constantly evaluates and invests in new technology to make
its infrastructure more energy efficient and also under cost reduction measure the management has internally issued different
circulars for use of natural light in place of tube lights; Administration keep a regular check on whether the Computer systems
provided to the employees have been shut down properly at the time of closure of office etc.
ii. No new investment is made on such energy saving devices during the financial year.
iii. Further, since energy costs comprise a very small part of your Companyâs total expenses, the financial implications of these
measures are not material.
> The Company provides a tech friendly environment to its employees. We are investing in process-driven technology automation
across all operational functions. This includes proprietary products developed in-house as well as leveraging tools from the
market.
> In FY 2024-25, CMRSL further enhanced its in-house platform âAryaâ allowing seamless coordination across projects, the sales
cycle as well as invoicing. This streamlining brings in efficiencies enabling teams to work closely both internally as well as with
customers. Arya further leverages AI to improve productivity.
> CMRSL is also carrying out training across multiple functions so that teams are AI ready. In a fast changing environment of
technology, it is critical to have a good team that is able to adapt and find opportunities quickly.
> By virtue of the above initiatives, the Company is able to adopt appropriate technology for rendering better services at competitive
prices.
> The Company firmly believes in that research and development of new techniques and processed will help the Company to
grow and thus it is taking steps to upgrade and modernize its processes by adopting latest technology developments in the field.
The details of foreign exchange earned and outgo during the year are as follows:
(Amount in INR)
|
Particulars |
Standalone |
Consolidated |
|
Foreign Exchange earnings |
3,90,65,169.79 |
30,28,38,612.01 |
|
Foreign Exchange Expenditure |
32,56,795.14 |
22,72,43,831.93 |
The Company is continuously putting efforts for more global recognition. As a part of this Transformation Agenda, we continue to
make changes in how we are organized and how we build and deliver technologies.
Cyber Media Services Pte. Ltd (CMSPL), wholly owned subsidiary based in Singapore, continues to build its book of business. Our
partnership with Google Asia Pacific continues to grow, and adds to our Auxo Ads product offerings.
The Companyâs mission is to partner with enterprises, industry associations and governments and enable them to achieve success
and sustained growth.
There was no change in nature of business of the Company.
Names of companies which have become or have ceased to be its subsidiaries, joint ventures or associate companies during the
year under review: None
During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting
the going concern status and Companyâs operations in future.
a. In April, 2024, the Company received an Order dated April 26, 2024 (âGST Orderâ) from the GST Department under section
73 of the SGST/CGST Act, 2017 demanding a sum of INR 7,95,98,430 towards ITC, interest and penalty, with respect to the
financial year 2017-18.
b. Against the GST Order, on July 02, 2024, the Company filed a Writ Petition before the Honâble High Court of Delhi, New Delhi.
The Honâble High Court, vide its Order dated July 23, 2024, set aside the GST Order and remanded the matter back for fresh
adjudication by the GST Department.
c. GST Department, vide its Order dated October 10, 2024, considered the matter afresh and reduced the demand to INR 1,200
which has been deposited.
Particulars of loans, guarantees and investments
Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or
guarantee or security is proposed to be utilized by the recipient are provided in the financial statements.
In compliance of Section 134(3)(a) of the Act, copy of Annual Return for the financial year ended March 31, 2025 prepared as per
sub-section (3) of Section 92 of the Act has been hosted on the Companyâs website. The relevant weblink is: https://www.cmrsl.net/
corporate-governance/.
Listing on stock exchange
The Companyâs shares are listed on the SME platform, (NSE-EMERGE) with National Stock Exchange of India Limited (NSE) with
symbol CMRSL. The Company confirms that the annual listing fee to the stock exchange for the financial year 2024-25 has been
paid.
Depository System
The Companyâs equity shares are available for dematerialization through National Securities Depository Limited and Central
Depository Services (India) Limited. As of March 31,2025, 100% of the equity shares of the Company were held in dematerialised
form.
Details of application(s) made under the Insolvency and Bankruptcy Code, 2016
There was no application under the Insolvency and Bankruptcy Code, 2016 during the year.
The provisions of Section 148 of the Act are not applicable to the Company. Hence, the Company is not required to maintain any cost
records.
The additional information required to be given under the Act and the rules framed thereunder, has been laid out in the Notes
attached to and forming part of the financial statements. The Notes to the financial statements referred to the Auditorsâ Report are
self-explanatory and therefore do not call for any further explanation.
The Directors express their warm appreciation to the Companyâs employees for their unstinted commitment and continued contribution
to the growth of the Company.
The Directors thank the government, regulatory authorities, banks, financial institutions, shareholders, customers, vendors and other
business associates for their continued support and co-operation in the Companyâs progress.
The Directors appreciate and value the contribution made by every member of the CMRSL family.
For and on behalf of the Board of
Cyber Media Research & Services Limited
Managing Director Director
DIN:05287458 DIN:00009764
New Delhi
May 27, 2025
Mar 31, 2024
Your Directors have pleasure to present the Twenty Eighth Annual Report of Cyber Media Research & Services Limited (âthe Companyâ
or âCMRSLâ) alongwith the audited financial statements for the financial year ended March 31, 2024. The consolidated performance of
the Company and its subsidiaries has been referred to wherever required.
1. Financial summary
The standalone and consolidated financial statements for the financial year ended March 31,2024, have been prepared in accordance
with the Indian Accounting Standards (Ind AS), provisions of the Companies Act, 2013 and the rules made thereunder (including any
statutory modification(s) or re-enactment thereof) (hereinafter referred to as âthe Actâ) and the guidelines issued by Securities and
Exchange Board of India.
Key highlights are given as under: (INR in Lakhs)
|
Standalone |
Consolidated |
|||
|
Particulars |
2023-24 |
2022-23 |
2023-24 |
2022-23 |
|
Revenue from Operations |
5,573.27 |
4,134.27 |
8,732.77 |
6,312.63 |
|
Other income |
73.55 |
5.05 |
76.15 |
5.05 |
|
Total Income |
5,646.82 |
4,139.32 |
8,808.92 |
6,317.68 |
|
Direct Expenses |
4,255.32 |
3,049.56 |
7,302.90 |
5,157.92 |
|
Employee Benefits Expenses |
685.84 |
546.00 |
685.84 |
546.00 |
|
Other Expenses |
128.67 |
168.18 |
140.41 |
174.18 |
|
EBITDA |
576.99 |
375.58 |
679.77 |
439.58 |
|
Financial Expenses |
80.81 |
82.47 |
80.81 |
82.47 |
|
Depreciation |
27.95 |
27.31 |
27.94 |
27.31 |
|
Profit Before Tax and Exceptional items |
468.23 |
265.80 |
571.02 |
329.80 |
|
Exceptional items |
77.70 |
--- |
77.70 |
--- |
|
Profit Before tax |
390.53 |
265.80 |
493.32 |
329.80 |
|
Tax Expenses |
125.94 |
113.28 |
134.63 |
117.97 |
|
Profit After Tax |
264.59 |
152.52 |
358.69 |
211.83 |
2. Share Capital
During the year under review, there was no change in the share capital.
Further, during the year under review, the Company has not issued shares with differential voting rights or granted any stock options
or issued any sweat equity or issued any Bonus Shares. Further, the Company has not bought back any of its securities during the
year and hence no details / information is provided in this respect.
3. Dividend
Based on the Companyâs performance and keeping in view the shareholdersâ interest, the Board of Directors recommends a dividend
of INR 2.00 per fully paid-up equity share (i.e. 20% on the face value of per equity share of INR 10 each) of the Company, for the
year 2023-24. The dividend would result in a cash outflow of INR 58,56,000, reflecting a pay-out ratio of 22.13%, in line with the
Companyâs Dividend Policy. The dividend on equity shares is subject to the Shareholdersâ approval at the ensuing Annual General
Meeting (âAGMâ).
4. Transfer to reserves
No amount has been transferred to the reserves during the year under review.
Consolidated Performance: The Company has boosted its performance in terms of net profit during the year 2023-24 income from
operations which has grown to INR 87.33 crore as compared to INR 63.13 crore during the previous year, a growth of 38.33%. The
Company has recorded earnings before interest, tax and depreciation on consolidated basis during the year under review at INR
6.80 crore as compared to INR 4.40 crore in the previous year, a growth of 54.54%. The net profit margins recorded at INR 3.59 crore
in the year under review as compared to INR 2.12 crore in previous year, a growth of 69.34%.
Standalone Performance: During the year under review, your company reported a jump in revenue from operations over the
previous year due to the speed up of digital marketing, contents, analytics and decrease in the cost of operations including work from
home policy followed by the Company. The Revenue from operations increased to INR 55.73 crore as compared to INR 41.34 crore
in the previous year, a growth of 34.81%. During the year under review, profit before interest, tax and depreciation stood at INR 5.77
crore against INR 3.76 crore during the previous year, a growth of 53.46%. The net profit for the year under review is INR 2.65 crore
as compared to the previous year net profit of INR 1.53 crore, a growth of 73.20%.
We affirm our commitment to continue growing the Companyâs revenues and profitability in the coming year.
The Companyâs culture and reputation as a leader in digital technologies, adtech, data analytics, and next-generation technologies
(including AI) enable us to attract and retain high quality talent. The competency development of our employees continues to be
a key area of strategic focus for us. The management is keen to continuously improve hiring practices, and improve the quality of
the team across all functions. Furthermore, the Company has an increasing focus on internal training, external upskilling and team
building activities that help maintain a culture of camaraderie, innovation and motivation within the organization.
The Company invested in building tighter control systems improving processes and operational efficiencies as a result. By establishing
smooth WFH processes and remote collaboration, our operation teams are able to ensure that client service level agreements are
met and project milestones delivered on time.
This continual pursuit has led to high retention rates among employees. Your company believes and recognises the employees as
asset of the Company. The overall attrition rate of employees of the Company was 20.51 percent at March 31,2024.
In order to ensure smooth functioning, maintain employeesâ overall data in one place, viz. attendance, leave records, declarations,
leave and WFH approval process etc., the Company maintains âZimyoâ application. During the year, the Company has explored the
requisitions of new hirings and appraisals of employees through âZimyoâ application.
The Company believes and maintain the diversity of employees and in order to support the women, during the year, the women
employeesâ percentage was 37.18 percent.
The Company will continue to connect with all stakeholders on a regular basis, communicate in an open and transparent manner that
yield desired results. The total number of employees in the Company as on March 31,2024 were 78.
In compliance with the MCAâs vide its General Circular No. 09/2023 dated 25.09.2023 read with its General Circular No. 20/2020
dated 05.05.2020, General Circular No. 02/ 2022 dated 05.05.2022 and General Circular No. 10/2022 dated 28.12.2022, and SEBI
Circular No. SEBI /HO/CFD/CFD-POD-2/P/CIR/ 2023/167 dated 07.10.2023, Notice of the AGM along with the Annual Report
2023-24 is being sent only through electronic mode to all the Members whose email addresses are registered with the Company/
Depositories. Members may note that the Notice and Annual Report 2023-24 will also be available on the Companyâs website: www.
cmrsl.net, website of the stock exchange i.e. National Stock Exchange of India Limited at www.nseindia.com, and on the website of
Companyâs RTA, Link Intime India Private Limited https://instavote.linkintime.co.in.
The audited consolidated financial statements prepared in accordance with the Indian Accounting Standards (Ind AS) are provided
in the Annual Report.
As on March 31,2024, the Company has one subsidiary, Cyber Media Services Pte. Limited, Wholly Owned Subsidiary, Singapore.
Pursuant to Section 129(3) of the Act read with rule 5 of the Companies (Accounts) Rules, 2014), a Statement containing salient
features of the financial performance of subsidiaries and associates for the financial year 2023-24 in Form No. AOC-1 is attached to
this Report as Annexure-A.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial
statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the
website of the Company https://www.cmrsl.net/corporate-governance/.
As on March 31,2024, the Company has no associate company.
As on March 31,2024, the Company has no joint venture with any company, firm or body corporate etc.
Pursuant to the provisions of Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:
a. in the preparation of the annual accounts, 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 and loss of the Company for that period;
c. they 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 to be followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are
adequate and operating effectively.
Mr. Rohitasava Chand (DIN:00011150) retires by rotation at the ensuing AGM and being eligible, has offered himself for re¬
appointment. The Notice convening the ensuing AGM sets out the required details.
Your Companyâs Board consists of experience rich, professionals and visionaries who provide strategic direction and guidance to the
organization.
As on March 31,2024, the Board comprised of four non-executive independent directors.
Pursuant to the provisions of Section 149(7) of the Act, the independent directors have submitted declarations that each of them
meets the criteria of independence as provided in Section 149(6) of the Act read with Rules framed thereunder and Regulation 16(1)
(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the
Company.
During the year under review, the independent directors of the Company had no pecuniary relationship or transactions with the
Company.
Pursuant to the provisions of Section 203 of the Act, Mr. Dhaval Gupta, Managing Director, Mr. Sankaranarayanan V. V., Chief
Financial Officer and Mrs. Savita Rana, Company Secretary are the Key Managerial Personnel as on March 31,2024.
The Board comprises of seven directors viz. Executive, Non-Executive and Independent Directors including one woman director. The
details of composition of the Board of Directors are given in the Corporate Governance Report which forms part of this report.
Five meetings of the Board were held during the financial year under review. For details of meetings of the Board including attendance
at the meetings, number of directorships in other entities, please refer the Corporate Governance Report attached to this report.
The Companyâs Board has following committees:
- Audit Committee
- Nomination and Remuneration Committee
- Stakeholders Relationship Committee
- Risk Management Committee
- Investment Committee
During the year, all recommendations made by the Committees were approved by the Board.
Details of Committee meetings, terms of reference of the Committees, Committee membership and attendance of Directors at
meetings of the Committees are provided in the Corporate Governance Report which is part of this report.
The Companyâs external communication has transitioned to virtual formats. Events, such as quarterly results, meetings of the Board
and the AGM, have been executed successfully virtually and also recruitment drives have also been conducted virtually.
Our focus towards our clients, employees, investors and partners remained unwavering through this period. This reflected in the
record number of large deals we secured even while working remotely.
In terms of the Policy for Evaluation of the Performance of the Board of the Company, the Board has carried out an annual evaluation
of its own performance, board committees, and individual directors pursuant to the provisions of the Act and Listing Regulations.
Performance evaluation is carried out in the following manner:
a. Evaluation of Independent Directors by the Board excluding the Independent Director being evaluated;
b. Evaluation of the Chairman/Non-Independent Directors by the Independent Directors excluding the Director being evaluated;
c. Evaluation of the Overall Board by the Independent Directors; and
d. Evaluation of the Committees by the Board.
All the Board members are provided forms having the criteria for evaluation of the Independent Directors, Chairman, Non-executive
Directors, Committees, seeking ratings on the performance of the respective Directors, Chairman, Committees as mentioned above.
After seeking the filled in forms, an analysis report is prepared with respect to the rating given to the person being evaluated.
The Company recognizes that good corporate governance is a continuous exercise and requires everyone to raise their level of
competency and capability to meet the expectations in managing the enterprise and its resources optimally with prudent ethical
standards. Adherence to transparency, accountability, fairness and ethical standards are an integral part of the Companyâs function.
The criteria for performance evaluation have been detailed in the Corporate Governance Report which forms part of this Report.
Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure-B.
a. During the year under review, there were some transactions entered into by the Company with related parties, which were in
the Ordinary Course of Business and at Armâs Length pricing basis for which the Audit Committee granted omnibus approval
(which are repetitive in nature) and the same were reviewed by the Audit Committee and the Board.
b. During the year under review, there were no significant transactions with related parties which were at armâs length basis:
c. There were no materially significant transactions with related parties which were in conflict with the interest of the Company.
d. As required under section 134(3)(h) of the Act, the details of the transactions entered into with related parties during the year
under review, which fall under the scope of Section 188(1) of the Act, are given in Form AOC-2 attached as Annexure-C to this
report.
As per Listing Regulations, the Corporate Governance Report with the Practicing Company Secretaryâs Certificate thereon and MD/
CEOâs certificate and the Management Discussion and Analysis are attached to this report which form part thereof.
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued
by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
Related Party disclosures/transactions are detailed in the Notes to the financial statements.
The Companyâs net worth, turnover and net profit are below the limits specified under the provisions of section 135 of the Act. Hence,
the provisions with respect to Corporate Social Responsibility are not made applicable to the Company.
The Board of your Company has laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the Companyâs 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 disclosures.
The statutory auditorâs report does not contain any qualifications, reservations, or adverse remarks or disclaimer.
Pursuant to Section 143(12) of the Act, the statutory auditor has not reported to the Company, any instances of fraud committed
against the Company by its officers or employees.
The secretarial auditorâs report does not contain any qualifications, reservations, or adverse remarks or disclaimer. Secretarial
auditorâs report is attached to this report as Annexure-D.
The Internal Auditor submitted their report to the Audit Committee on quarterly basis.
The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in
confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behavior.
The details of the policy have been disclosed in the Corporate Governance Report which is attached to this report. The policy is also
available on Companyâs website link: https://www.cmrsl.net/corporate-governance/.
During the year, the Company did not receive any complaint under vigil mechanism and there was no complaint pending at the
opening and closing of the year under review.
The Company has the policy on the appointment and remuneration of directors and key managerial personnel which provides a
framework based on which our human resources management aligns their recruitment plans for the strategic growth of the Company.
The policy is available on the Companyâs website. The related weblink is: https://www.cmrsl.net/corporate-governance/.
The Company has a policy for contracts or arrangements to be entered into by the Company with related parties which is available
on Companyâs website link, https://www.cmrsl.net/corporate-governance/.
Policy for Determining Material Subsidiaries
The Company has policy for determining material subsidiaries which is available on the Companyâs website. The relevant weblink is:
https://www.cmrsl.net/corporate-governance/.
Code of Conduct for Prevention of Insider Trading in Companyâs Securities
The Company has Code of Conduct for Prevention of Insider Trading in Companyâs Securities which is available on the Companyâs
website. The relevant weblink is: https://www.cmrsl.net/corporate-governance/.
The Company has established a policy in confirmation of Regulation 9 of the Listing Regulations for preserving the documents, files,
information etc. of the Company. The policy may be downloaded from the Companyâs website. The relevant weblink is: https://www.
cmrsl.net/corporate-governance/.
The Company has policy for determining materiality of an event or information which is available on the Companyâs website. The
relevant weblink is: https://www.cmrsl.net/corporate-governance/.
Risk is an integral and unavoidable component of business and your company is committed to managing the risk in a proactive and
effective manner. In todayâs challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the
growth plans of the Company are imperative. The common risks inter alia are: regulations, competition, business risk, technology
obsolescence, investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk,
political risk, legal risk. Your Company adopts systematic approach to mitigate risks associated with accomplishment of objectives,
operations, revenues and regulations. The Company has a Risk Management Policy. The Audit Committee of the Company reviews
the Risk Management Policy and its implementation.
The Policy is also available on the Companyâs website. The relevant link is: https://www.cmrsl.net/corporate-governance/.
Code of Conduct for the Board of Directors and Senior Management
The Company has on place Code of Conduct for the Board of Directors and Senior Management which is available on the Companyâs
website. The relevant weblink is: https://www.cmrsl.net/corporate-governance/.
The Company has on place a policy for the diversity of the Board which is available on the Companyâs website. The relevant weblink
is: https://www.cmrsl.net/corporate-governance/.
Dividend Distribution Policy
In accordance with Regulation 43A of the Listing Regulations, the Company has a Dividend Distribution Policy. The Policy is available
on the Companyâs website at https://www.cmrsl.net/corporate-governance/
In accordance with the provisions of clause (p) of sub-section (3) of section 134 of the Companies Act, 2013, the Company has
criteria for evaluation of Board performance which is available on the Companyâs website. The relevant weblink is: https://www.cmrsl.
net/corporate-governance/.
Pursuant to provisions of section 134(3)(q) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014,
required disclosure is given below:
The Company has constituted Internal Committee as per provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and also has a policy and framework for employees to report sexual harassment cases at
workplace and its process ensures complete anonymity and confidentiality of information. Workshops and awareness programmes
against sexual harassment are conducted across the organization.
Details of complaints at the opening of, filed and resolved during, and pending at the end of, the financial year are as under:
Number of complaints at the opening of the Financial Year: Nil
Number of complaints filed during the Financial Year: Nil
Number of complaints disposed of during the Financial Year: Nil
Number of complaints pending as on end of the Financial Year: Nil
The Company has not accepted any deposits under Chapter V of the Act and the rules made there under, (including any statutory
modification(s) or re-enactment(s) thereof).
The particulars prescribed under Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to
Conservation of Energy, technology Absorption, Foreign Exchange Earnings and outgo are given below:
i. The operations of the Company are not energy-intensive. However, significant measures are taken to reduce energy
consumption by using energy-efficient equipment. The Company constantly evaluates and invests in new technology to make
its infrastructure more energy efficient and also under cost reduction measure the management has internally issued different
circulars for use of natural light in place of tube lights; Administration keep a regular check on whether the Computer systems
provided to the employees have been shut down properly at the time of closure of office etc.
ii. No new investment is made on such energy saving devices during the financial year.
iii. Further, since energy costs comprise a very small part of your Companyâs total expenses, the financial implications of these
measures are not material.
> The Company uses latest equipment and state of the art products and technology to provide a tech friendly environment
to its employees. We are investing in process-driven technology automation across all operational functions. This includes
proprietary products developed in-house as well as leveraging tools from the market.
- The Company uses diverse mix of technology platforms across its business functions driven by business needs. Some of
the technologies being utilized are C , corePHP, React, Angular, MongoDB, Hadoop, javascript, node.js, GO, Python,
Ruby, among others. The Company has the internal knowledge and expertise across all these technologies.
- For our product offerings, we are currently working with prominent cloud computing partners including Amazon Web
Services, Automattic, DigitalOcean, Liquidweb, Kinsta, Escan, Stracture digital database, tdsman, zimyo hr management
among others. Our systems also put high premium on security protocols, and ensure the data is protected.
> The Company is actively investing in AI related technology including OpenAIâs ChatGPT, Googleâs Gemini, among other LLMâs.
It is clear that AI will bring significant changes to how organizations across industries operate, and it is already starting to show
impact on marketing and data oriented businesses. There is a proactive effort to deploy AI first workflows that bring efficiency,
automation and cost savings. This would be applicable to both internal tools as well as our product development roadmap.
> By virtue of the above initiatives, the Company is able to adopt appropriate technology for rendering better services at competitive
prices.
> The Company firmly believes in that research and development of new techniques and processed will help the Company to
grow and thus it is taking steps to upgrade and modernize its processes by adopting latest technology developments in the field.
The details of foreign exchange earned and outgo during the year are as follows:
I''Amnnnf in IMR\
|
Particulars |
Standalone |
Consolidated |
|
Foreign Exchange earnings |
4,99,78,396 |
42,56,97,269 |
|
Foreign Exchange Expenditure |
1,09,98,381 |
35,59,46,634 |
The Company is continuously putting efforts for more global recognition. As a part of this Transformation Agenda, we continue to
make changes in how we are organized and how we build and deliver technologies.
Cyber Media Services Pte. Ltd (CMSPL), wholly owned subsidiary based in Singapore, continues to build its book of business. Our
partnership with Google Asia Pacific continues to grow, and adds to our Auxo Ads product offerings.
The Company sees large opportunity in being able to provide tier-1 country clients digital marketing, data analytics, consulting and
other quality services. In this transformation journey, our experience of over two decades of managing international businesses and
partnerships will enable us better decision making and business growth.
The Companyâs mission is to partner with enterprises, industry associations and governments and enable them to achieve success
and sustained growth.
There was no change in nature of business of the Company.
Names of companies which have become or have ceased to be its subsidiaries, joint ventures or associate companies during the
year under review: None
During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting
the going concern status and Companyâs operations in future.
a. The Company is in receipt of Order dated April 26, 2024 from the GST Authority passed under section 73 of the SGST/CGST
Act, 2017 disallowing the GST input tax credit of INR 3,91,52,397 availed of by the Company during the financial year 2018¬
19, levying an interest of INR 3,65,30,794 and a penalty of INR 39,15,239 thereon, aggregating to a total demand of INR
7,95,98,430. Further, the Order has also levied an interest of INR 12,95,568 for the late payment of tax for the financial year
2018-19.
b. The Company is seeking legal advice from the GST consultant on the above orders and shall take appropriate steps available
under law.
Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or
guarantee or security is proposed to be utilized by the recipient are provided in the financial statements.
In compliance of Section 134(3)(a) of the Act, copy of Annual Return for the financial year ended March 31, 2024 prepared as per
sub-section (3) of Section 92 of the Act has been hosted on the Companyâs website. The relevant weblink is: https://www.cmrsl.net/
corporate-governance/.
The Companyâs shares are listed on the SME platform, (NSE-EMERGE) with National Stock Exchange of India Limited (NSE) with
symbol CMRSL. The Company confirms that the annual listing fee to the stock exchange for the financial year 2023-24 has been
paid.
The Companyâs equity shares are available for dematerialization through National Securities Depository Limited and Central
Depository Services (India) Limited. As of March 31,2024, 100% of the equity shares of the Company were held in dematerialised
form.
There was no application under the Insolvency and Bankruptcy Code, 2016 during the year.
The provisions of Section 148 of the Act are not applicable to the Company. Hence, the Company is not required to maintain any cost
records.
The additional information required to be given under the Act and the rules framed thereunder, has been laid out in the Notes
attached to and forming part of the financial statements. The Notes to the financial statements referred to the Auditorsâ Report are
self-explanatory and therefore do not call for any further explanation.
The Directors express their warm appreciation to the Companyâs employees for their unstinted commitment and continued contribution
to the growth of the Company.
The Directors thank the government, regulatory authorities, banks, financial institutions, shareholders, customers, vendors and other
business associates for their continued support and co-operation in the Companyâs progress.
The Directors appreciate and value the contribution made by every member of the CMRSL family.
For and on behalf of the Board of
Cyber Media Research & Services Limited
Dhaval Gupta Krishan Kant Tulshan
Managing Director Director
DIN: 05287458 DIN: 00009764
New Delhi
May 28, 2024
Mar 31, 2023
Your Directors have pleasure to present the Twenty Seventh Annual Report of Cyber Media Research & Services Limited (âthe Companyâ or âCMRSLâ) alongwith the audited financial statements for the financial year ended March 31, 2023. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.
1. Financial summary
The standalone and consolidated financial statements for the financial year ended March 31,2023, have been prepared in accordance with the Indian Accounting Standards (Ind AS), provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof) (hereinafter referred to as âthe Actâ) and the guidelines issued by Securities and Exchange Board of India.
Key highlights are given as under: (Rs. in Lakhs)
|
Particulars |
Standalone |
Consolidated |
||
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
|
|
Revenue from Operations |
4,134.27 |
3,418.17 |
6,312.63 |
5,662.34 |
|
Other income |
5.05 |
15.78 |
5.05 |
15.79 |
|
Total Income |
4,139.32 |
3,433.95 |
6,317.68 |
5,678.13 |
|
Direct Expenses |
3,049.56 |
2,547.49 |
5,157.92 |
4,709.92 |
|
Employee Benefits Expenses |
546.00 |
419.31 |
546.00 |
419.32 |
|
Other Expenses |
168.18 |
146.74 |
174.18 |
198.36 |
|
EBITDA |
375.58 |
320.41 |
439.58 |
350.53 |
|
Financial Expenses |
82.47 |
92.62 |
82.47 |
92.62 |
|
Depreciation |
27.31 |
26.57 |
27.31 |
26.56 |
|
Profit Before Tax and Exceptional items |
265.80 |
201.22 |
329.80 |
231.35 |
|
Exceptional items |
- |
- |
- |
- |
|
Profit Before tax |
265.80 |
201.22 |
329.80 |
231.35 |
|
Tax Expense |
113.28 |
67.03 |
117.97 |
71.34 |
|
Profit After Tax |
152.52 |
134.19 |
211.83 |
160.01 |
2. Initial Public Offer
During the year under review, the Company has undertaken Initial Public Offer (âIPOâ) aggregating to 7,80,000 equity shares, comprising of fresh issue of 4,08,000 equity shares and Offer for Sale of 3,72,000 equity shares of face value of Rs. 10 each offered by Cyber Media (India) Limited, holding company. The IPO was over-subscribed by 29.55 times in aggregate. The Issue was opened on September 27, 2022 and closed on September 29, 2022. The issue was led by Book Running Lead Manager i.e. Swastika Investmart Limited. Pursuant to the IPO, the Equity Shares of the Company were listed on SME-EMERGE Platform of National Stock Exchange of India Limited on October 10, 2022.
3. Share Capital
During the year under review, the Company has allotted 4,08,000 equity shares (of the face value of Rs. 10 each) at a price of Rs. 180 per equity share (including premium of Rs. 170 per equity share) on October 04, 2022 in the Initial Public Offer. With the said allotment, the paid-up equity share capital of the Company has been increased to Rs. 2,92,80,000 consisting of 29,28,000 equity shares of Rs. 10 each from Rs. 2,52,00,000 consisting of 25,20,000 equity shares of Rs. 10 each.
During the year under review, the Company has not issued shares with differential voting rights or granted any stock options or issued any sweat equity or issued any Bonus Shares. Further, the Company has not bought back any of its securities during the financial year and hence no details / information is provided in this respect.
In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), the Board of Directors of the Company has adopted a Dividend Distribution Policy (âPolicyâ) based on the need to balance the twin objectives of appropriately rewarding the Companyâs shareholders with dividend, and of conserving resources to meet its future requirements. The Policy is available on the Companyâs website at https://www.cmrsl.net/corporate-governance/.
Based on the Companyâs performance and keeping in view the shareholdersâ interest, the Board of Directors recommends a dividend of Rs. 2.00 per fully paid-up equity share (i.e. 20% on the face value of per equity share of Rs. 10 each) of the Company, for the year 2022-23. The dividend would result in a cash outflow of Rs. 58,56,000, reflecting a pay-out ratio of 39.37%, in line with the Companyâs Dividend Policy. The dividend on equity shares is subject to the Shareholdersâ approval at the ensuing Annual General Meeting (âAGMâ).
No amount has been transferred to the reserves during the year under review.
Consolidated Performance: The Company has boosted its performance in terms of net profit during the year 2022-23 income from operations which has grown to Rs. 63.13 crore as compared to Rs. 56.62 crore during the previous year, a growth of 11.50%. The Company has recorded earnings before interest, tax and depreciation on consolidated basis during the year under review at Rs. 4.40 crore as compared to Rs. 3.51 crore in the previous year, a growth of 25.36%. The net profit margins recorded at Rs. 2.12 crore in the year under review as compared to Rs. 1.60 crore in previous year, a growth of 32.50%.
Standalone Performance: During the year under review, your company reported a jump in revenue from operations over the previous year due to the speed up of digital marketing, contents, analytics and decrease in the cost of operations including work from home policy followed by the Company. The Revenue from operations increased to Rs. 41.34 crore as compared to Rs. 34.18 crore in the previous year, a growth of 20.95%. During the year under review, profit before interest, tax and depreciation stood at Rs. 3.76 crore against Rs. 3.20 crore during the previous year, a growth of 17.50%. The net profit for the year under review is Rs. 1.53 crore as compared to the previous year net profit of Rs. 1.34 crore, a growth of 14.18%.
Moving ahead, the outlook for digital marketing, data analytics, eCommerce marketing and other related digital services remains strong. Key highlights for FY 2023-24 are:
⢠The Company continues to expand its international footprint via its Singapore subsidiary.
⢠Launch of SaaS product offering - CMGalaxy - continues to gain traction. While the revenue impact is currently small, this will help us add more long-term advertisers as clients.
⢠Data monetization continued to grow at a steady pace. Our team is rolling out more industry reports and data trackers to enterprise clients.
⢠In line with our Google Partnership, we are continuing to add successful partnerships at a global level.
⢠Investing tech resources in AI solutions that enable growth and automation for our customers.
We affirm that the Company will continue its performance and generate higher revenues in the coming year.
The Companyâs culture and reputation as a leader in digital technologies, adtech, data analytics, AI tools, and next-generation services enable us to attract and retain high quality talent. The competency development of our employees continues to be a key area of strategic focus for us. There is a constant endeavor to conduct training and team building activities that help in maintaining camaraderie, knowledge, motivation and culture within the organization.
The Company invested in building tighter control systems improving processes and operational efficiencies as a result. By establishing smooth WFH processes and remote collaboration, our operation teams are able to ensure that client service level agreements are met and project milestones delivered on time.
Balancing employee well-being, the Company has explored new ways of remote and hybrid working and managing the changing expectations of employees. This continual pursuit has led to high retention rates among employees. Your company believes and recognises the employees as asset of the Company. The overall attrition rate of employees of the Company was 18 percent at March 31,2023.
In order to ensure smooth functioning, maintain employeesâ overall data in one place, viz. attendance, leave records, declarations, leave and WFH approval process etc., the Company maintains âZimyoâ application.
The Company believes and maintain the diversity of employees and in order to support the women, during the year, the women employeesâ percentage was 32 percent.
The Company will continue to connect with all stakeholders on a regular basis, communicate in an open and transparent manner that yield desired results. The total number of employees in the Company as on March 31,2023 were 68.
In compliance with the MCA General Circular No. 10/2022 dated December 28, 2022 read with General Circular No. 02/2022 dated May 05, 2022, General Circular No. 20/2020 dated May 5, 2020, and SEBI Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 05, 2023, Notice of the AGM along with the Annual Report 2022-23 is being sent only through electronic mode to all the Members whose email addresses are registered with the Company/Depositories. Members may note that the Notice and Annual Report 2022-23 will also be available on the Companyâs website: www.cmrsl.net, website of the stock exchange i.e. National Stock Exchange of India Limited at www.nseindia.com, and on the website of Companyâs RTA, Link Intime India Private Limited https:// instavote.linkintime.co.in.
The audited consolidated financial statements prepared in accordance with the Indian Accounting Standards (Ind AS) are provided in the Annual Report.
As on March 31,2023, the Company has one subsidiary, Cyber Media Services Pte. Limited, Wholly Owned Subsidiary, Singapore.
Pursuant to Section 129(3) of the Act read with rule 5 of the Companies (Accounts) Rules, 2014), a Statement containing salient features of the financial performance of subsidiaries and associates for the financial year 2022-23 in Form No. AOC-1 is attached to this Report as Annexure-A.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company https://www.cmrsl.net/corporate-governance/.
As on March 31,2023, the Company has no associate company.
As on March 31,2023, the Company has no joint venture with any company, firm or body corporate etc.
Pursuant to the provisions of Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:
a) in the preparation of the annual accounts, 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 and loss of the Company for that period;
c) they 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 to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
The Shareholders at their Extra-Ordinary General Meeting (i.e. through postal ballot/remote evoting process) on March 13, 2023, approved the appointment of Mr. Shravan Sampath as an Independent Director on the Board effective from February 07, 2023.
Director liable to retire to rotation
Mr. Pradeep Gupta (DIN:00007520) retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. The Notice convening the ensuing AGM sets out the required details.
Your Companyâs Board consists of experience rich, professionals and visionaries who provide strategic direction and guidance to the organization.
As on March 31,2023, the Board comprised of four non-executive independent directors.
Pursuant to the provisions of Section 149(7) of the Act, the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act read with Rules framed thereunder and Regulation 16(1) (b) of the Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.
During the year under review, the independent directors of the Company had no pecuniary relationship or transactions with the Company.
Pursuant to the provisions of Section 203 of the Act, Mr. Dhaval Gupta, Managing Director, Mr. Sankaranarayanan V. V., Chief Financial Officer and Mrs. Savita Rana, Company Secretary are the Key Managerial Personnel as on March 31,2023.
The Board comprises of seven directors viz. Executive, Non-Executive and Independent Directors including one woman director. The details of composition of the Board of Directors are given in the Corporate Governance Report which forms part of this report.
Seven meetings of the Board were held during the financial year under review. For details of meetings of the Board including attendance at the meetings, number of directorships in other entities, please refer the Corporate Governance Report attached to this report.
The Companyâs Board has following committees:
- Audit Committee
- Nomination and Remuneration Committee
- Stakeholders Relationship Committee
- Risk Management Committee
- Investment Committee
During the year, all recommendations made by the Committees were approved by the Board.
Details of Committee meetings, terms of reference of the Committees, Committee membership and attendance of Directors at meetings of the Committees are provided in the Corporate Governance Report which is part of this report.
The Companyâs external communication has transitioned to virtual formats. Events, such as quarterly results, meetings of the Board and the AGM, have been executed successfully virtually and also recruitment drives have also been conducted virtually.
Our focus towards our clients, employees, investors and partners remained unwavering through this period. This reflected in the record number of large deals we secured even while working remotely.
In terms of the Policy for Evaluation of the Performance of the Board of the Company, the Board has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and Listing Regulations.
The performance of the Board was self-evaluated after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. Further, The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
The Company recognizes that good corporate governance is a continuous exercise and requires everyone to raise their level of competency and capability to meet the expectations in managing the enterprise and its resources optimally with prudent ethical standards. Adherence to transparency, accountability, fairness and ethical standards are an integral part of the Companyâs function.
The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.
In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.
At the Board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.
The criteria for performance evaluation have been detailed in the Corporate Governance Report which forms part of this Report.
Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure-B.
a. During the year under review, there were some transactions entered into by the Company with related parties, which were in the Ordinary Course of Business and at Armâs Length pricing basis for which the Audit Committee granted omnibus approval (which are repetitive in nature) and the same were reviewed by the Audit Committee and the Board.
b. Significant Transactions with Related Parties which were at Armâs Length Basis:
The Company had from time to time given to Cyber Media (India) Limited (âCMILâ), holding company, a sum aggregating to Rs. 9,85,00,000 which included capital advance of Rs. 7,60,00,000 to purchase CMILâs immovable property being corporate office, namely âCyber Houseâ located at Plot No. B-35, Sector-32, Gurguram-122001, and Rs. 2,25,00,000 to meet working capital requirements.
The Company has expressed its unwillingness to purchase the property and requested CMIL to refund the capital advance and also to repay the amount given for working capital requirements. CMIL requested to repay the aforesaid entire amount as loan with interest over 20 yearsâ period in equated monthly installments, the Company agreed to the proposal @ interest of 7.30% p.a.
The Board, at its meeting held on February 07, 2023, approved the aforesaid inter-corporate loan to CMIL.
c. There were no materially significant transactions with related parties which were in conflict with the interest of the Company.
d. As required under section 134(3)(h) of the Act, the details of the transactions entered into with related parties during the year under review, which fall under the scope of Section 188(1) of the Act, are given in Form AOC-2 attached as Annexure-C to this report.
As per Listing Regulations, the Corporate Governance Report with the Practicing Company Secretaryâs Certificate thereon and MD/ CEOâs certificate and the Management Discussion and Analysis are attached to this report which form part thereof.
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
Related Party disclosures/transactions are detailed in the Notes to the financial statements.
The Companyâs net worth, turnover and net profit are below the limits specified under the provisions of section 135 of the Act. Hence, the provisions with respect to Corporate Social Responsibility are not made applicable to the Company.
The Board of your Company has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs 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 disclosures.
The statutory auditorâs report does not contain any qualifications, reservations, or adverse remarks or disclaimer.
Pursuant to Section 143(12) of the Act, the statutory auditor has not reported to the Company, any instances of fraud committed against the Company by its officers or employees.
The secretarial auditorâs report does not contain any qualifications, reservations, or adverse remarks or disclaimer. Secretarial auditorâs report is attached to this report as Annexure-D.
The Internal Auditor submitted their report to the Audit Committee on quarterly basis.
The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behavior. The details of the policy have been disclosed in the Corporate Governance Report which is attached to this report. The policy is also available on Companyâs website link: https://www.cmrsl.net/corporate-governance/.
During the year, the Company did not receive any complaint under vigil mechanism and there was no complaint pending at the opening and closing of the year under review.
The Company has the policy on the appointment and remuneration of directors and key managerial personnel which provides a framework based on which our human resources management aligns their recruitment plans for the strategic growth of the Company. The policy is available on the Companyâs website. The related weblink is: https://www.cmrsl.net/corporate-governance/.
The Company has a policy for contracts or arrangements to be entered into by the Company with related parties which is available on Companyâs website link, https://www.cmrsl.net/corporate-governance/.
The Company has policy for determining material subsidiaries which is available on the Companyâs website. The relevant weblink is: https://www.cmrsl.net/corporate-governance/.
The Company has Code of Conduct for Prevention of Insider Trading in Companyâs Securities which is available on the Companyâs website. The relevant weblink is: https://www.cmrsl.net/corporate-governance/.
The Company has established a policy in confirmation of Regulation 9 of the Listing Regulations for preserving the documents, files, information etc. of the Company. The policy may be downloaded from the Companyâs website. The relevant weblink is: https://www. cmrsl.net/corporate-governance/.
The Company has policy for determining materiality of an event or information which is available on the Companyâs website. The relevant weblink is: https://www.cmrsl.net/corporate-governance/.
Risk is an integral and unavoidable component of business and your company is committed to managing the risk in a proactive and effective manner. In todayâs challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: regulations, competition, business risk, technology obsolescence, investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, legal risk. Your Company adopts systematic approach to mitigate risks associated with accomplishment of objectives, operations, revenues and regulations. The Company has a Risk Management Policy. Our risk management policy focuses on three key elements, (i) risk assessment; (ii) risk management; and (iii) risk monitoring. Risk assessment consists of a detailed study of threats and vulnerability and resultant exposure to various risks. Risk management and risk monitoring are important in recognizing and controlling risks. Risk mitigation is an exercise aiming to reduce the loss or injury arising out of various risk exposures. The Audit Committee of the Company reviews the Risk Management Policy and its implementation.
The Policy is also available on the Companyâs website. The relevant link is: https://www.cmrsl.net/corporate-governance/.
The Company has on place Code of Conduct for the Board of Directors and Senior Management which is available on the Companyâs website. The relevant weblink is: https://www.cmrsl.net/corporate-governance/.
The Company has on place a policy for the diversity of the Board which is available on the Companyâs website. The relevant weblink is: https://www.cmrsl.net/corporate-governance/.
The Company has constituted Internal Committee as per provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and also has a policy and framework for employees to report sexual harassment cases at
workplace and its process ensures complete anonymity and confidentiality of information. Workshops and awareness programmes against sexual harassment are conducted across the organization.
During the year, no complaint regarding sexual harassment was filed with the Company. There was no pending complaint at the opening and closing of the year under review.
The Company has not accepted any deposits under Chapter V of the Act and the rules made there under, (including any statutory modification(s) or re-enactment(s) thereof).
The particulars prescribed under Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, technology Absorption, Foreign Exchange Earnings and outgo are given below:
i. The operations of the Company are not energy-intensive. However, significant measures are taken to reduce energy consumption by using energy-efficient equipment. The Company constantly evaluates and invests in new technology to make its infrastructure more energy efficient and also under cost reduction measure the management has internally issued different circulars for use of natural light in place of tube lights; Administration keep a regular check on whether the Computer systems provided to the employees have been shut down properly at the time of closure of office etc.
ii. No new investment is made on such energy saving devices during the financial year.
iii. Further, since energy costs comprise a very small part of your Companyâs total expenses, the financial implications of these measures are not material.
Technology absorption:
⢠The Company uses latest equipment and state of the art products and technology to provide a tech friendly environment to its employees. We are investing in process-driven technology automation across all operational functions. This includes proprietary products developed in-house as well as leveraging tools from the market.
- The Company uses diverse mix of technology platforms across its business functions driven by business needs. Some of the technologies being utilized are C , corePHP, React, Angular, MongoDB, Hadoop, javascript, node.js, GO, Python, Ruby, among others. The Company has the internal knowledge and expertise across all these technologies.
- For our product offerings, we are currently working with prominent cloud computing partners including Amazon Web Services, Automattic, DigitalOcean, Liquidweb, Kinsta, Escan, Stracture digital database, tdsman, zimyo hr management among others. Our systems also put high premium on security protocols, and ensure the data is protected.
⢠By virtue of the above initiatives, the Company is able to adopt appropriate technology for rendering better services at competitive prices.
⢠The Company firmly believes in that research and development of new techniques and processed will help the Company to grow and thus it is taking steps to upgrade and modernize its processes by adopting latest technology developments in the field.
Foreign exchange earnings and outgo:
The details of foreign exchange earned and outgo during the year are as follows:
|
Particulars |
Standalone |
Consolidated |
|
(Rs.) |
(Rs.) |
|
|
Foreign Exchange earnings |
2,97,50,849.25 |
28,76,19,826.37 |
|
Foreign Exchange Expenditure |
11,30,276.00 |
21,91,48,263.48 |
The Company is continuously putting efforts for more global recognition. As a part of this Transformation Agenda, we continue to make changes in how we are organized and how we build and deliver technologies.
Cyber Media Services Pte. Ltd (CMSPL), wholly owned subsidiary based in Singapore, continues to build its book of business. Our partnership with Google Asia Pacific continues to grow, and adds to our Auxo Ads product offerings.
The Company sees large opportunity in being able to provide tier-1 country clients digital marketing, data analytics, consulting and other quality services. In this transformation journey, our experience of over two decades of managing international businesses and partnerships will enable us better decision making and business growth.
The Companyâs mission is to partner with enterprises, industry associations and governments and enable them to achieve success and sustained growth.
There was no change in nature of business of the Company.
Names of companies which have become or have ceased to be its subsidiaries, joint ventures or associate companies during the year under review: None
During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.
Pridhvi Asset Reconstruction and Securitisation Company Limited (âPARASâ), had filed an Original Application bearing No. 321/2017 (âOAâ under Section 19 of the Recovery of the Debts Due to Banks and Financial Institutions Act, 1993 before the Honâble Debts Recovery Tribunal-I, Delhi (âDRTâ) on March 28, 2017 for recovery of Rs. 17,67,32,603, against (i) Cyber Media (India) Limited, Borrower (ii) the Company, Corporate Guarantor; and (iii) Mr. Pradeep Gupta, Chairman and Managing Director of the Borrower, Personal Guarantor.
Pursuant to the terms of OTS dated January 29, 2022 for Rs. 14.25 with PARAS, the Borrower had paid the entire OTS amount to PARAS. PARAS has withdrawn the said OA pending before the Honâble DRT, on January 30, 2023, against all the three respondents, and the said OA has been dismissed as withdrawn and disposed off by the Honâble DRT.
Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statements.
In compliance of Section 134(3)(a) of the Act, copy of Annual Return for the financial year ended March 31, 2023 prepared as per sub-section (3) of Section 92 of the Act has been hosted on the Companyâs website. The relevant weblink is: https://www.cmrsl.net/ corporate-governance/.
The Companyâs shares are listed on the SME platform, (NSE-EMERGE) with National Stock Exchange of India Limited (NSE) with symbol CMRSL. The Company confirms that the annual listing fee to the stock exchange for the financial year 2022-23 has been paid.
The Companyâs equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As of March 31,2023, 100% of the equity shares of the Company were held in dematerialised form.
Pridhvi Asset Reconstruction and Securitisation Company Limited, Financial Creditor, on March 27, 2021, filed applications under sections 7 and 95 of the Insolvency and Bankruptcy Code, 2016 before the Honâble National Company Law Tribunal-New Delhi Branch, against (i) Cyber Media (India) Limited, Corporate Debtor (Borrower), (ii) the Company, Corporate Guarantor; and (iii) Mr. Pradeep Gupta, Chairman & Managing Director of the Corporate Debtor, Personal Guarantor.
The Borrower entered into One Time Settlement (âOTSâ) dated January 29, 2022 with PARAS for Rs. 14.25 Crore. The Borrower has paid the entire OTS amount, and PARAS has withdrawn all the above three applications.
The provisions of Section 148 of the Act are not applicable to the Company. Hence, the Company is not required to maintain any cost records.
Additional Information
The additional information required to be given under the Act and the rules framed thereunder, has been laid out in the Notes attached to and forming part of the financial statements. The Notes to the financial statements referred to the Auditorsâ Report are self-explanatory and therefore do not call for any further explanation.
The Directors express their warm appreciation to the Companyâs employees for their unstinted commitment and continued contribution to the growth of the Company.
The Directors thank the government, regulatory authorities, banks, financial institutions, shareholders, customers, vendors and other business associates for their continued support and co-operation in the Companyâs progress.
The Directors appreciate and value the contribution made by every member of the CMRSL family.
For and on behalf of the Board of Cyber Media Research & Services Limited
Dhaval Gupta Krishan Kant Tulshan Managing Director Director
DIN: 05287458 DIN: 00009764
New Delhi August 08, 2023
Mar 31, 2009
The Directors have pleasure in presenting the Thirteenth Annual Report
on the working of your Company together with the Audited Annual
Accounts of the Company for the financial year ended 31st March 2009.
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:
Particulars Year Ended 31/03/2009 Year Ended 31/03/2008
Total Income 169,175,482 157,785,155
Expenditure
-Direct Expenses 84,425,856 69,732,600
-Personnel Expenses 42,188,857 40,830,903
-Other Expenses 21,765,314 22,307,439
-Financial Expenses 1,789,462 1,235,731
-Depreciation 4,186,942 3,920,929
Profit Before Tax for
the year 14,819,052 19,757,553
Provision for Taxation 4,433,099 7,787,000
Profit After Tax for
the year 10,385,953 11,970,553
FINANCIAL/OPERATION PERFORMANCE REVIEW : The Company has shown growth
in 2008-09, from Rs. 157.79 million in FY08 to Rs.169.17 million in
FY09 being a growth rate of 7.2% and further the Company has booked a
profit of Rs. 10.38 million in the financial year 2008-09 as compared
to Rs. 11.97 million in financial year 2007-08.
Recognitions : The IDC brand was ranked amongst the top ten firms in
consultancy space in year 2009 in a survey conducted by Business
Today-Cirrus.
TRANSFER TO RESERVES : An amount of Rs.1,244,538 has been transferred
to the reserves.
INTERIM DIVIDEND : Your Company declared an interim dividend of Rs.
3.333 per share in Financial Year 2008-09 which involved an outflow of
Rs. 5,000,000 towards dividend and Rs. 849,750 towards dividend tax.
BUY BACK OF SHARES : Your Company has not bought back any shares during
the financial year
SUBSIDIARIES : Your Company does not have any subsidiary.
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.
MATERIAL CHANGES AFTER THE DATE OF BALANCE SHEET : There are no
material changes / events after the date of the Balance Sheet.
DIRECTORS RESPONSIBILITY STATEMENT : The Directors Responsibility
Statement setting out the compliance with the accounting and financial
reporting requirements specified under Section 217(2AA) of the
Companies Act, 1956, in respect of the financial statements, is as
follows:
The Directors hereby state:
1. That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures.
2. 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.
3. 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.
4. That the Directors had prepared the annual accounts on an ongoing
basis.
DIRECTORS : In accordance with the provisions of the Companies Act,
1956 and the Articles of Association of the Company, Mr. Pradeep Gupta,
Director of the Company, retires by rotation at the ensuing Annual
General Meeting and being eligible offers himself for re- appointment.
Your Directors recommend his re-appointment.
DIRECTOR IDENTIFICATION NUMBER: Pradeep Gupta: 00007520; Krishan
KantTulshan; 00009764; Shyam Malhotra: 00006456.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO : Information relating to conservation of energy,
foreign exchange earning and outgo, technology absorption viz: research
and development, Technology absorption, adaptation, and Innovation
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.
AUDITORS : M/s N.K. Goel & Co., Chartered Accountants and Auditors of
the Company retire at the ensuing Annual General Meeting and being
eligible offer themselves for re- appointment.
Your Directors recommend their re-appointment.
AUDITORS REPORT : The observations made by the Auditors with reference
to notes on accounts for the year under report are self-explanatory.
PARTICULARS OF EMPLOYEES : Your Company does not have any employee to
be disclosed under the provisions of sub-section 2A of Section 217 of
the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975.
HUMAN RESOURCE DEVELOPMENT : Your Company has always valued its
employees. The HR department is geared towards ensuring recruitment,
retention and development of the best talent in the industry.
Your Company practices various interactive sessions on Team Building,
Motivation and on Stress Management to keep the employees motivated and
improve their work style. Your Company 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.
SECRETARIAL COMPLIANCE REPORT : A Secretarial Compliance Report
pursuant to the provisions of Section 383A of the Companies Act, 1956
as issued by M/s. Sanjay Graver & Associates, Company Secretaries is
annexed with this report.
ACKNOWLEDGEMENTS : Your Directors acknowledge with thanks, the support
and cooperation of the members and associates of the Company. Your
Directors also extend their gratitude toward International Data
Corporation, Inc. for providing its valued support.
Last but not the least your Directors wish to record their appreciation
for the dedicated and loyal services of the employees at all levels
without whose cooperation and efforts the achievements made by your
Company would not have been possible.
Above all, the Directors thank the valued clients for the continued
patronage extended by them to your Company.
For and on behalf of the
Board of Directors of IDC (India) Limited
Sd/- Sd/-
Place: New Delhi Pradeep Gupta Krishan Kant Tulshan
Date: 23 June, 2009 Director Director
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