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Infomedia 18
BSE: 509069|NSE: INFOMEDIA|ISIN: INE669A01022|SECTOR: Printing & Stationery
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Explore Infomedia 18 connections « Mar 10
Directors Report Year End : Mar '11
The Members of Infomedia 18 Limited
 
 The Directors hereby present their Fifty-Sixth Annual Report and
 Audited Statement of Accounts for the year ended March 31,2011.
 
 Financial Results                            (Rs. in lakhs)
 
                                              2010-11      2009-10
 
 Profit/(loss) before Interest
 
 Depreciation & Amortization                (1,904.42)   (4,169.29)
 
 Interest                                      525.41     1,664.60
 
 Profit/(loss) After interest but before
 Depreciation & Amortisation                (2,429.83)   (5,833.89)
 
                                                    -            -
 
 Depreciation & Amortisation                   553.10       607.54
 
 Profit/(Loss) before tax                   (2,982.93)   (6,441.43)
 
 Exceptional Items                              48.19    (1,480.00)
 
 Profit /(Loss) Before Tax and
 Prior Period Items                         (3,031.12)   (4,961.43)
 
 Prior Period Items (Net) Income/
 (Expense)                                                   38.77
 
 Profit/ (Loss) Before Tax                  (3,031.12)   (5,000.20)
 
 Tax                                                -            -
 
 Current tax                                    35.19        36.70
 
 Deferred tax                                   (0.66)      (33.47)
 
 Profit/(loss) after tax                    (3,065.65)   (5,003.43)
 
 
 Operating Results and Performance
 
 The operating revenue of the Company from business operations increased
 from Rs.106.81 crores in 2009-10 to Rs.140.91 crores in 2010-11.
 
 The growth in the publishing business was 21.60% as compared to the
 previous year. The division reported revenue of Rs.105.38 crores in
 2010-11 as against Rs.68.59 crores in 2009-10. The revenue in the
 printing business was lower by 3.62% as compared to the previous year.
 The division reported revenue of Rs.27.85 crores in 2010- 11 as against
 revenue of Rs.32.35 crores in 2009-10. The year witnessed revenue
 levels in publishing growing back to pre economic slowdown levels, at
 the back of improving economic environment and a varied and much
 appreciated product offering by the company.
 
 Your Company has incurred a net loss of Rs.30.65 crores for the year
 2010-11 and after considering the balance brought forward from previous
 year of Rs.93.37, the cumulative loss as of 31st March 2011 stands to
 Rs. 124.02 crores.
 
 However, the management expects the revenue growths to be sustainable
 in the future years, which coupled with savings and improvement in
 operating results on account of the restructuring exercise carried out
 during the earlier years. Your company is constantly monitoring and
 exploring cost saving initiatives and opportunities, and also investing
 in research and product development.  Management believes that such
 measures would help in improvement of the Company''s performance in
 years to come.
 
 Dividend:
 
 Your Company has reported a loss during the year under review and
 therefore your Directors are constrained to recommend any dividend
 (previous year Nil %) on equity shares for the financial year 2010-11.
 
 SHIFTING OF REGISTERED OFFICE
 
 During the year under review, the members had approved shifting of the
 Registered Office of the company from the state of Maharashtra to the
 National Capital Territory of Delhi. Thereafter such alteration in the
 Memorandum of Association for shifting of the Registered Office was
 confirmed by the Hon''ble Company Law Board, Western Region Bench,
 Mumbai, vide order dated October 19,2010. Accordingly the Registered
 Office of the Company has been shifted to 503,504 & 507,5th Floor,
 Mercantile House, 15, Kasturba Gandhi Marg, New Delhi - 110 001 w.e.f.
 22nd October 2010.
 
 Change in the use of utilization of funds raised through Rights Issue:
 
 Shareholders have approved that the amount of approximately Rs. 1069.10
 lakhs, remaining unutilized from the objects of Upgradation of
 Machinery in Printing Press of the Company, the savings on issue
 expenses, excess left after repayment of Loan of Standard Chartered and
 investment in voice based and online directory and Information
 services, be utilized and deployed for general corporate purposes and
 also that the unutilized amount of Rs. 178.29 lacs remaining unutilized
 from the objects of Expansion of Call Centre, Investment in Brand
 Building initiative and General Corporate Purposes, may be utilized and
 deployed for the respective purposes up to the financial year ending
 March 31,2012.
 
 Scheme of Arrangement:
 
 The proposed scheme of arrangement between your Company and Network18
 Media and Investments Limited (Network18) and their respective
 shareholders and creditors has been duly approved by the shareholders
 and secured/unsecured creditors at their respective meetings held
 pursuant to the orders of the Hon''ble High''Court of Delhi. Pursuant to
 the scheme all the businesses of the company including publishing and
 online business (except the Printing Press Undertaking) is proposed to
 be demerged into Network18 and shareholders of the Company shall get 14
 equity shares of Rs. 5 each of Network18 against every 100 shares of
 Rs. 10 each held in the Company. After coming into effect of the Scheme
 the Shareholders shall also continue to hold original shares of
 Company, representing the Printing Press Undertaking. The scheme is
 subject to further approval of the Hon''ble High Court of Delhi, at New
 Delhi.
 
 Transfer to Investor Education & Protection Fund:
 
 During the year under review, in terms of Section 205 C of The
 Companies Act, 1956, an amount of Rs.3,04,164/- being unclaimed
 dividend for the year 2002-03 has been transferred to the Investor
 Education & Protection Fund established by the Central Government.
 
 Also unclaimed amount of dividend pertaining to the year 2003-04 will
 be transferred to the Investor Education & Protection Fund established
 by the Central Government in the due course.
 
 Alibaba:
 
 The Co-operation agreement with Alibaba.com Singapore Investment
 Holding Private Limited (Alibaba) has been terminated in October 2010.
 However the Company has transferred its employees engaged in this
 project to the entity nominated by Alibaba.
 
 Sale of Subsidiaries:
 
 As a part of your company''s strategy to exit noncore businesses and
 deploy resources to focus on core media segments, search, internet and
 directories services, your company has sold all its holdings in its
 subsidiaries, namely Glyph International Limited, Glyph International
 US LLC, Glyph International UK Limited and CEPHA Imaging Private
 Limited to subsidiary of Cenveo Inc in India. Cenveo Inc. is one of the
 world''s leading providers of content management and print production
 services in India and US.
 
 Management Discussion and Analysis
 
 Annexed to this report
 
 Corporate Governance
 
 Pursuant to Clause 49 of the Listing Agreement with BSE and NSE, the
 Corporate Governance Report together with a certificate from the
 Company''s Auditors is made part of the Annual Report. All the Directors
 in the Board and the senior management of the Company have signed off
 the Code of Conduct of the Company. The code of conduct is also posted
 in the Company website, www.infomedia18.in.
 
 Directors
 
 Mr.Raghav Bahl and Mr.Senthil Chengalvarayan, Directors of the Company
 shall retire by rotation at the forthcoming Annual General Meeting of
 the Company. However being eligible they have offered themselves for
 re-appointment.  Accordingly the Board recommends their re-
 appointment.
 
 Employee Stock Option Plan/ Employee Stock Purchase Scheme:
 
 Your Company had introduced an Employee Stock Option Plan for all
 eligible employees including the Managing Director of the Company in
 July 2004. Your Company has not allotted any option during the year
 2010-11. Further details regarding the scheme are being provided in the
 Annexure to this report.
 
 Your Company had also floated the Employees Stock Option Plan 2007.
 During the year under review, Company has allotted 2,00,000 stock
 options under the Employees Stock Option Plan 2007. Further details
 regarding the scheme are being provided in the Annexure to this report.
 
 During the year under review, your Company has also introduced an
 Employee Stock Purchase Scheme, 2010 for all eligible employees and
 Directors of its Holding and Subsidiary Companies, including the
 Managing Director of the Company which was approved by shareholders
 vide postal ballot resolution, results whereof were declared on May
 7,2010. There has been no activity under this Scheme so far.
 
 Particulars of Employees
 
 Information to be provided under section 217(2A) of the Companies Act
 1956 read with the Companies (Particulars of Employees) Rules, 1975
 forms part of this report.  However, as per the provisions of section
 219(1)(b)(iv) of the Companies Act,1956, the Report and Accounts are
 being sent to all shareholders of the Company excluding the statement
 of particulars of employees under section 217(2A) of the Act. Any
 shareholder interested in obtaining a copy of the said statement may
 write to the Company Secretary at the Registered Office of the Company.
 
 Conservation of Energy
 
 The Company on a continuous basis undertakes programmes for conserving
 energy.
 
 Technology Absorption
 
 The Company continued its efforts towards improving the efficiency of
 its operations. Employee training programmes were regularly conducted
 at all levels to improve employee skills.
 
 Foreign Exchange Earnings/Outgo
 
 The foreign exchange earned during the year amounted to Rs.27.49 crores
 (previous year Rs. 11.18 crores) The total foreign exchange utilized,
 including for import of raw materials and spare parts for machinery not
 available indigenously, amounted to Rs.13.72 crores (previous year: Rs.
 9.97 crores).
 
 Auditors & the Auditor''s Report
 
 The Statutory Auditors, M/s. S. R. Batliboi & Associates, Chartered
 Accountants retire at the forthcoming Annual General Meeting and being
 eligible for re-appointment, have conveyed their consent to act as
 auditors of the Company. Further they have also furnished a certificate
 u/s 224 (1B) of the Companies Act, 1956 that their appointment, if
 made, will be within the limits specified under the said section.
 
 The Auditors'' Report is self explanatory however the auditors have
 modified their opinion on certain issues.  We refer to point 3 of the
 Auditors'' Report and accordingly state that the management will
 evaluate options and take appropriate steps upon finalization of
 definitive arrangement concerning sale and/or transfer, etc of Printing
 Business Undertaking of the Company.  We refer to point 4 of the
 Auditors'' Report and accordingly state that the Company has evaluated
 the said demand and also sought expert legal and professional opinion
 on the matter. On the basis of said legal opinion, the management
 believes that the matter being decided against the Company and the
 demand crystalising is not likely. We refer to point v(b) of Annexure
 to the Auditors'' Report and accordingly state that the transactions
 referred to were made at prevailing market prices at the relevant time.
 We refer to point ix(a) of Annexure to the Auditors'' Report and
 accordingly state that delays in income tax, profession tax, employees''
 state insurance and service tax were due to unavoidable reasons and
 management is taking appropriate steps to avoid such delays in future.
 
 We refer to point vii of Annexure to the Auditors'' Report and
 accordingly believe that the internal audit systems and procedures in
 the Company are adequate and in commensurate with the size and nature
 of its business.  However, the management has been taking initiatives
 to further improve the quality of internal audit system. We refer to
 point x of Annexure to the Auditors'' Report and accordingly state that
 the Company is in the process of restructuring its business and the
 Printing Press business may be sold off. Further the parent Company
 continues to extend any financial support, which may be required by the
 Company. These factors, as more detailed in Note 24 of Schedule S of
 the Financial Statements, will help towards the company achieving
 significant cash flows in the coming year. We refer to point x of
 Annexure to the Auditors'' Report and state that the Company has
 significant losses resulting into utilization of funds for the long
 term purposes, however the Company shall continue to get financial
 support from the Holding Company.
 
 Directors'' Responsibility Statement
 
 Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
 based on the representations received from the Operating Management
 confirm that:
 
 i) in the preparation of the annual accounts, the applicable accounting
 standards have been followed and that there are no material departures;
 
 ii) they have, in the selection of the accounting policies, consulted
 the Statutory Auditors and have applied them consistently and have made
 judgments and estimates that are reasonable and prudent so as to give a
 true and fair view of the state of affairs of the Company at the end of
 the financial year and of the profit of the Company for that period;
 
 iii) they have taken proper and sufficient care to the best of their
 knowledge and ability, 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 preventing and
 detecting fraud and other irregularities;
 
 iv) they have prepared the annual accounts on a going concern basis.
 
 Acknowledgements
 
 The Directors are grateful to all the stakeholders including the
 customers, bankers, suppliers and employees of the Company for their
 co-operation and assistance during the year.
 
 
                                 ON BEHALF OF THE BOARD OF DIRECTORS
 
                                                            Chairman
 
 Mumbai, 
 May 2, 2011
 
Source : Dion Global Solutions Limited
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