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
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