Infomedia 18

The Directors hereby present their Fifty-third Annual Report and
 Audited Statement of Accounts for the year ended March 31,2008.
 
 Financial Results                                     (Rs. in lakhs)
                                             2007-08         2006-07
 
 Profit before interest
 
 Depreciation & Amortisation                  605.18         1904.05
 
 Interest                                     979.10          477.74
 
 Profit/(Loss) after interest but before
 
 Depreciation & Amortisation                 (373.92)        1426.31
 
 Depreciation & Amortisation                  592.89          721.30
 
 Profit/(Loss) before tax                    (966.81)         705.07
 
 Tax                                          150.00          323.02
 
 Current tax
 
 Deferred tax                                (280.45)        (162.00)
 
 Fringe Benefit Tax                            75.00           69.29
 
 Tax of earlier year provided                  55.00           75.00
 
 Profit/(Loss) after tax                     (966.36)         399.7
 
 Dividend:
 
 Your Directors have recommended a dividend of 10% (previous year 20%)
 on equity shares for the financial year 2007-08. The dividend will
 absorb an amount of Rs. 197.74 lacs (previous year Rs. 393.82 lacs)
 with dividend tax of Rs.33.61 lacs (previous year Rs. 66.93 lacs). The
 dividend is tax-free in the hands of Shareholders. For the eighteenth
 year in succession, your Company has maintained dividend payout.
 
 Operating Results and Performance
 
 The operating revenue of the Company from business operations increased
 marginally from Rs 143.31 crores in 2006-07 to Rs 144.70 crores in
 2007-08.
 
 The core businesses of the Company registered moderate growths during
 the year. The publishing business grew by 4% from Rs 100.35 crores in
 2006-07 to Rs 104.49 crores in 2007-08. However, the printing business
 grew by 2% from Rs 38.88 crores in 2006-07 to Rs 39.78 crores in
 2007-08. Your Company discontinued the product range under its Direct
 Edge division during the current year, operating revenue from this
 business in 2006-07 was Rs 4.08 crores. The business directories
 division of your Company continued its expansion into smaller cities in
 2007-08 and opened new cross selling branches at
 
 Raipur, Goa and Chandigarh. During the year your Company launched the
 first issue of Infomedia Yellow Pages in Nasik, Nagpur, Bhopal and
 Rajkot.
 
 In the Special Interest Publishing division, your Company continued its
 focus on generating revenue through the Events category. Besides
 conducting the Engineering Expos at Ahmedabad and Pune, your Company
 launched the first edition of this expo at Ludhiana. The event was well
 received by the trade. Your Company also revived the AV Expo (Audio
 Video Expos) across the country and conducted them at Chennai and
 Delhi. The event had an average response.
 
 Subsidiaries and associate companies
 
 Subsidiaries
 
 During the year, your Company consolidated its e- publishing services
 operations at Noida and Bangalore.  The Noida facility was awarded the
 ISO 9000-9001 certification confirming its compliances to international
 standards and processes. The Bangalore facility successfully qualified
 the stringent audit systems and processes mandated by one of its
 customers M/s Reed Elsevier.
 
 The operating revenues from the consolidated e publishing businesses
 amounted to Rs 41.22 crores in 2007-08 and the profit before tax
 amounted to Rs 6.69 crores
 
 Joint Venture Company
 
 Reed Infomedia India Private Limited, the joint venture with Reed
 Business Information (RBI), launched two titles namely Logistics
 Management and Twice during the year under review. The JV launched 2
 web sites - JCK lndia.com and franchisebusiness.com during the year.The
 joint venture also successfully conducted a jewelers show - the JCK
 show in December 2007, which was well received by the trade.
 
 Plans are underway to launch new titles during which will include New
 Scientist, Control Engineering, Building Design + Construction, Hotels,
 Manufacturing Business Technology, and Money Management..
 
 Operating revenue of Reed Infomedia India Private Limited is Rs. 1.91
 crores while loss before tax for the period ended March 31, 2008 is Rs.
 3.61 crores.
 
 Transfer to Investor Education & Protection Fund:
 
 During the year, in terms of Section 205 C of The Companies Act, 1956,
 an amount of Rs. 1.78 lacs being unclaimed dividend for the year
 2000-01 would be transferred to the Investor Education & Protection
 Fund established by the Central Government in the due course.
 
 Aquisition of controlling stake by Television Eighteen India Limited
 and issue of equity warrants on preferential basis.
 
 During the year under review a Share Purchase and Share Subscription
 Agreement between India Advantage Fund II (IAF-II), l-Ven Interactive
 Limited (l-Ven), Television Eighteen India Limited (TV 18) and
 Infomedia India Limited (the Company) was signed on 11th December 2007.
 In this regard TV 18 had made Cash Open Offer to acquire upto 51,87,621
 fully paid up Equity Shares of Rs.  10/- each representing 20.00% of
 the Equity Capital of the Company at a price of Rs. 237/- per Share.
 Pursuant to the said Open Offer TV 18 has acquired 7,20,931 equity
 shares representing approximately 3.63% of the total paid up capital of
 the Company.
 
 Pursuant to the said agreement IAF II has also sold and transferred
 approx 63.76% equity shares of l-Ven to the TV 18. l-Ven currently
 holds approx. 62.13% of the outstanding equity capital of the Company
 resulting in transfer of approx 40% indirect stake in the Company to TV
 18. Accordingly TV 18 has acquired approx 43.63% stake in the Company.
 
 Further pursuant to the said agreement and approval of the Shareholders
 by way of a special resolution passed at the EGM held on 10th January
 2008 the Company has issued 50, 00,000 and 10, 00,000 Equity Warrants
 to Television Eighteen India Limited and India Advantage Fund II
 respectively. Each Equity Warrant shall be exercisable, at the option
 of the holder, within a period of 18 months from the date of allotment,
 and would entitle the holder thereof for allotment of one fully paid up
 Equity Share of Rs. 10/- (Rupees Ten Only) each, at an exercise price
 of Rs. 237/- (Rupees two hundred and thirty seven only) per Equity
 Share.
 
 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
 Companys 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.infomediaindia.com.
 
 Directors
 
 During the year under review Ms. Renuka Ramnath, Mr.  Prakash Iyer, Mr.
 M. J. Subbaiah, Mr. James A. Casella, Mr.  Sanjay Asher and Mr. Vijay
 Kumar have resigned form the directorship of the Company effective from
 August 21, 2008. However Mr. Prakash Iyer would continue as CEO of the
 Company.
 
 The Board of Directors place on record appreciation for the valuable
 services rendered by them during their tenure.
 
 Mr Haresh Chawla was appointed Additional Director on Board of
 Directors of the Company w.e.f. August 21,2008.  He was also appointed
 as the Managing Director of the Company on the same date for a period
 of five years without remuneration.
 
 Further consequent upon taking over the controlling stake in the
 Company by Television Eighteen India Limited Mr.  Raghav Bahl,
 Mr.Sanjeev Manchanda, Mr. Manoj Mohanka, Mr. Saikumar Ganapathy
 Balasubramanian and Mr. Senthil Chengalvarayan were appointed as
 additional directors of the Company with effect from August 21, 2008
 and as such they hold office upto the date of the forthcoming Annual
 General Meeting. The Company has received notices from members of the
 Company under section 257 of the Companies Act 1956 proposing the
 candidature of these directors.
 
 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 except to
 comply with the accounting standards made applicable to the Company for
 the first time during the year ended March 31, 2008 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.
 
 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.
 
 Employee Stock Option Plan
 
 Your Company had introduced an Employee stock option plan for all
 eligible employees including the Managing Director of the Company in
 July 2004. Continuing with the plan, your Company allotted 38500
 options to various employees during the year 2007-2008. Further details
 regarding the scheme are being provided in the Annexure to this report.
 Further during the year under review a total of 83,050 options have
 been exercised by various employees.
 
 During the year under review your Company has formulated Employees
 Stock Option Plan 2007, for which in principal approval for its listing
 have been obtained from both the stock exchanges. However, during the
 year, the Company has not implemented the scheme and has not allotted
 any ESOP.
 
 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. 215.59 lacs
 (previous year Rs. 255.59 lakhs) .The total foreign exchange utilized,
 including for import of raw materials and spare parts for machinery not
 available indigenously, amounted to Rs. 1297.33 lacs (previous year:
 Rs. 1053.02 lakhs).
 
 Auditors & the Auditors 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 given their consent to act as
 Auditors of the Company, if appointed. 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.
 
 Acknowledgements
 
 The Directors are grateful to the customers, suppliers and employees of
 the Company for their co-operation and assistance during the year.
 
                                  ON BEHALF OF THE BOARD OF DIRECTORS
 Mumbai, August 21, 2008                                  Chairperson