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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
Notes to Accounts Year End : Mar '11
1.  Nature of Operations:
 
 Infomedia 18 Limited (''the Company'') is in the business of publishing
 Business Directories and Special Interest Magazines in India, Printing
 services and Agency services.
 
 2. The Board of Directors of the Company, on July 7,2010 announced and
 approved a Scheme of Arrangement (''the Scheme'') between Infomedia 18
 Limited and Network 18 Media & Investments Limited (''Network 18) and
 their respective shareholders and creditors. As per the Scheme, the
 Business Directories business, the New Media business and the
 Publishing business of the Company shall be demerged into Network 18
 Media & Investments Limited while the Printing Press business will
 continue to remain with the Company. The Scheme has been approved by
 the shareholders and creditors (secured and unsecured) of the Company
 at their meetings held on February 23,2011, convened pursuant to the
 directions of the Hon''ble High Court of Delhi. The Company has to file
 second motion application under Section 391-394 of the Companies Act,
 1956 with the Hon''ble High Court of Delhi for the approval of the
 Scheme. The Appointed date for the proposed restructuring is April
 1,2010 and the Scheme shall be effective when the certified copies of
 the High Court Orders are filed with the Registrar of Companies, which
 is still pending. Accordingly no effect of the Scheme has been given in
 these financial statements for the year ended March 31,2011.
 
 3.  The Company has cash credit facilities, working capital demand
 loans and term loans with banks which are secured by:
 
 a) Terms Loans: 
 
 Axis Bank
 
 Principal of Rs. Nil (2009-2010: Rs. 131,250,000)
 
 Interest accrued and due of Rs. Nil(2009-2010: Rs. 2,693,132)
 
 -The loan has been repaid during the year 
 
 Punjab National Bank
 
 Principal of Rs. 110,006,687 (2009-2010: Rs. 119,044,783) 
 
 Interest accrued and due of Rs. 1,574,178(2009-2010: Rs. 1,466,045)
 
 -First exclusive charge/ mortgage on all immovable and moveable assets
 of the Company.
 
 -Second charge on all existing fixed assets of the Company including
 all immovable properties of the Company.
 
 -Corporate Guarantee from Network18 Media & Investments Limited
 
 -Interest accrued and due of Rs. —1,574,178 has been duly debited by
 bank on April 2,2011
 
 b) Working Capital Demand Loans: 
 
 HSBC
 
 Principal of Rs. Nil (2009-2010: Rs. 50,000,000) 
 
 Interest accrued and due of Rs. Nil (2009-2010: Rs. Nil) 
 
 The loan has been repaid during the year
 
 c) Cash Credit Facilities: 
 
 Axis Bank
 
 Principal of Rs. —99,012,367 (2009-2010: Rs. 93,737,287)
 
 - Pari passu second charge on all fixed assets of the Company.
 
 - Pari passu first charge on all current assets of the Company.
 
 - Corporate Guarantee from Network 18 Media & Investments Limited
 
 4.  Other income for the year ended March 31,2011 includes Rs. Nil
 (2009-2010:72,062,162) pertaining to provision no longer required for
 printing expenses written back.
 
 5.  The net difference in foreign exchange (i.e. the difference between
 the spot rates on the dates of the transactions and the actual rates at
 which the transactions are settled/ appropriate rates applicable at the
 year end) debited to profit and loss account as disclosed under
 Schedule ''P'' is Rs. 2,567,471 (2009-2010:Rs. 1,807,119).
 
 6.  Provisions and Contingencies -
 
 a) Claims against the Company not acknowledged as debts:
 
 i. The Company has received demands of Rs. 109,870,463 (2009-2010:
 Rs.36,404,621) towards Income Tax for the Assessment Year
 2005-06,2006-2007,2007-2008 & 2008-2009 and Rs. Nil (2009-2010:
 Rs.2,506,882) for Fringe benefit Tax for Assessment Year 2006-07. The
 Company has disputed the demands and has preferred / is in the process
 of preferring appeals before appellate authorities, to set aside the
 demands and carry out necessary rectifications. The Company has also
 been legally advised that the possibility of matters being decided
 against the Company and the demands crystallizing is not likely.
 
 ii. Sales tax / Works Contract tax matters disputed by the Company
 relating to issue of applicability, allowability, etc. aggregating to
 Rs. 41,556,776 (2009-2010: Rs. 4,839,279) for the F.Y 1999-2000,2000-
 2001,2001-2002 and 2002-03.
 
 iii. Third party claim relating to compensation before Monopolies and
 Restrictive Trade Practices Commission aggregating to Rs. Nil
 (2009-2010: Rs. 20,000,000), net of tax Rs.Nil (2009-2010:
 Rs.13,268,000).
 
 iv. Third party claim relating to Service Tax pending with Allahabad
 High Court aggregating to Rs. 16,993,598 (2009-2010: Rs. Nil)
 
 In respect of the demands/claims described in paragraphs (i), (ii) and
 (iv) above, the Company has also assessed that the possibility of these
 cases being decided against the Company and the demand crystallizing on
 the Company is not probable and hence no provision is required.
 
 v. Bank guarantee given to Bombay Stock Exchange (''BSE'') towards issue
 of Equity shares on rights basis amounting to Rs. 5,000,000(2009-2070:
 Rs.5,000,000).
 
 b) Provision
 
 A provision is recognised for expected returns on products sold during
 the year based on past experience of level of returns. It is expected
 that most of this cost will be utilised in the next financial year.
 Assumptions used to calculate the provision for returns are based on
 current sales level and current information available about returns.
 
 7.  Employee Stock Option Plans (ESOP) 2004 and 2007
 
 This scheme (ESOP 2004) is covered under the approval of the
 shareholders vide their Annual General Meeting held on July 28, 2004 as
 modified at Extra Ordinary General Meeting held on January 20, 2005 and
 Annual General Meeting held on October 10,2006 and further modified
 through postal ballot resolution , results whereof were declared on
 July 15,2010.
 
 Employee Stock Option Plan 2007 (ESOP 2007):
 
 This scheme (ESOP 2007) is covered under the approval of the
 shareholders vide their Extra-Ordinary General Meeting held on January
 10, 2008 and further modified through postal ballot resolution, results
 whereof were declared on May 7,2010.
 
 Employee Stock Purchase Plan 2010 (ESPP 2010):
 
 During the year, the Company had also introduced an Employee Stock
 Purchase Plan, 2010 (ESPP 2010) which was approved by shareholders vide
 postal ballot resolution, results whereof were declared on May 7, 2010.
 However, there has been no activity under this Scheme till balance
 sheet date.
 
 Since the Company uses the intrinsic value method, the impact on the
 reported net profit/(loss) and earnings per share by applying the fair
 value based method needs to be disclosed.
 
 8. The Company''s significant leasing arrangements are in respect of
 operating leases for premises (offices, residential, stores, godowns,
 etc.). These leasing arrangements, which are mutually cancellable
 generally, range between 11 months and 60 months. There is no
 escalation clause in the lease agreements. There are no restrictions
 imposed by lease arrangements. The aggregate lease rentals amounting to
 Rs. 156,088,443 (2009-2010: Rs. 111,720,792) are charged as Rent under
 Schedule P
 
 9. The identification of Micro, Small and Medium enterprises is based
 on the management''s knowledge of their status as at March 31,2011.The
 Company has requested and received intimation from suppliers
 regarding their status as at March 31, 2011 under the Micro, Small and
 Medium Enterprises Development Act, 2006. Hence disclosures, as per
 such intimations relating to amounts unpaid as at the year end together
 with interest paid / payable as required under the said Act have been
 made.
 
 10.  Derivative transactions:
 
 The above disclosures have been made consequent to announcement by the
 Institute of Chartered Accountants of India in December 2005, which is
 applicable to the financial periods ending on or after March 31,2006.
 
 11.  Particulars of goods manufactured, etc:
 
 a.  Class of goods manufactured: Printed products of all kinds include
 annual reports, greeting cards, calendars, diaries, books, newspapers,
 magazines and other periodicals, directories, catalogues, publicity
 material, stationery, typesetting, half-tones, colour separations,
 plates and combinations there of.
 
 b.  The nature of the Company''s operations is such that there is no
 known physical measure of standard classification for its saleable
 products. Consequently, quantitative information regarding production,
 turnover and opening and closing stocks of finished goods has not been
 given.
 
 c.  The printing industry has been delicensed.The installed printing
 capacity as on March 31,2011, computed on the basis of normal shifts
 worked, was 3,406 million (2009-2010 : 3,406 million) standard
 impressions. The actual production (including wastage) during the year
 was 1,215 million (2009-2010:1,306 million) standard impressions. The
 installed printing capacity and actual production have been certified
 by the management and accepted by the auditors being a technical
 matter.
 
 d.  Sales include 13,426 numbers (2009-2010; 7,774 numbers) of
 Touchstone'' gift articles worth Rs. 1,963,916 (2009-2010: Rs.401,805)
 and 10,065 numbers (2009-2010 : 2,429 numbers) of other traded goods
 worth Rs. 893,957 (2009-2010 :Rs. 343,795).
 
 12.  Related Parties Disclosures:
 
 a Particulars of parties where control exists:
 
 i. Television Eighteen India      Holding company of l-Ven 
    Limited (''TV 18'')              Interactive Limited till August 
                                   24,2009. Holding Company of 
                                   Infomedia 18 Limited from August 
                                   21,2008 by virtue of control of 
                                   the Board of Directors.
 
 ii.Network18 Media &              Holding company of Television
    Investments Limited            Eighteen India Limited.
    (''Network 18'')
 
 iii.Cepha Imaging Private         Subsidiary company w.e.f December 
     Limited (CEPHA)               22,2005 till May 31,2010
 
 iv.Glyph International UK         Subsidiary company w.e.f December
    Limited                        22,2005 till May 31,2010 
    (Formerly Keyword Group
     Limited)(GIUK)
 
 v.Keyword Publishing Services     Subsidiary company of Glyph
                                   International UK Limited (Formerly 
                                   Keyword Group Limited)(GIUK) till 
                                   September 22,2009
 
 vi.Keyword Typesetting Services   Subsidiary company of Glyph
    Limited                        International UK Limited
                                   (Formerly Keyword Group Limited)
                                   (GIUK) till September 22,2009
 
 vii.Glyph International Limited   Subsidiary company since April 1,
     (Formerly American            2006 till May 31,2010 
     Devices India Private 
     Limited)(ADIPL)
 
 viii.Glyph International US LLC   Subsidiary company since April 1,
      (Formerly American           2006 till May 31,2010
       Services LQ(SSLC) 
 
 b Particulars of other parties:
 
 Key Management Personnel
 
 Mr.Haresh Chawla         - Managing Director of the Company since 
                            August 21,2008
 
 c Joint Venture:
 
 Reed Infomedia India 
 Private Limited (''REED'') - Joint control since March 30,2006 
 
 d Fellow subsidiaries:
 
 i. ibn18 Broadcast Limited (''ibn 18'') - Fellow subsidiary since 
                                         August 21,2008
 
 ii.TV18 Home Shopping Network Limited - Fellow subsidiary since
 (''Homeshop 18'')                         August 21,2008
 
 iii.Viacom18 Media Private Limited    - Fellow subsidiary since
 (''Viacom 18'')                           August 21,2008
 
 iv.Network18 Publication Limited      - Fellow subsidiary since 
                                         August 21,2008
 
 v. Digital 18 Media Limited           - Fellow subsidiary since
 (''Digital 18'')                          August 21,2008
 
 vi.Web18 Software Services Limited    - Fellow subsidiary since
 (''Web 18'')                              August 21,2008
 
 vii.e-Eighteen.Com Limited (E-18.Com) - Fellow subsidiary since
                                         August 21,2008
 
 viii.E18, division of Network18       - Fellow subsidiary since
 (''E-18'')                                August 21,2008
 
 ix.Sports18, division of Network 18   - Fellow subsidiary since
 (''Sports18'')                            August 21,2008
 
 x.IBN Lokmat News Private Limited     - Fellow subsidiary since 
 (''IBN Lokmat'')                          August 21,2008
 
 13.  Employee Benefits
 
 B Gratuity
 
 The Company has a defined benefit gratuity plan.The gratuity is payable
 to all employees of the Company at the rate of half month salary for
 services more than 10 years but less than 15 years, three fourth month
 salary for services more than 15 years but less than 20 years and one
 month salary for services more than 20 years with ceiling of 20 months
 salary. All payments are subject to minimum as paid under the Payment
 of Gratuity Act. The annual contributions made to the Trust are
 invested as per the rules of the Trust. The shortfall between the
 accumulated fund balance and the liability as determined on the basis
 of an independent actuarial valuation is provided for as at the year
 end.
 
 C Leave Encashment
 
 In accordance with leave policy, the Company has provided for leave
 entitlement on the basis of actuarial valuation carried out at the end
 of the year. The short term compensated absences are provided for on
 the basis of actuarial valuation as at the year end.
 
 The following tables summaries the components of net benefit expense
 recognized in the profit and loss account and the funded status and
 amounts recognized in the balance sheet for the respective plan.
 
 14.  Going Concern
 
 The Company has incurred a loss of Rs. 306,564,169 (2009-2010: Loss of
 Rs. 500,343,241) during year ended March 31, 2011 and the accumulated
 losses of the Company as at March 31, 2011 are Rs.1,240,234,034
 (2009-2010: 933,669,865). During the year 2009-10, the Company has
 raised equity vide rights issue, amounting to Rs. 998,989,062 to
 augment the equity in the Company. The unutilized funds from the Rights
 issue as at March 31, 2011 are Rs 109,454,000. The Parent Company has
 also given support letter to extend any financial support, which may be
 required by the Company. The Company is in the process of restructuring
 its business as described in Note 3 above. The Company''s Printing Press
 business may also be sold off. In the event that the assets of the
 Printing Press business are sold off, the Company shall consider
 starting a new line of business in the Company out of the resulting
 cash. The Company has also sold its entire equity stake in its four
 subsidiaries carrying on the Publishing BPO business which has resulted
 in significant cash flows to the Company during the year ended March
 31,2011.  Management has assessed and confirmed that considering these
 factors the Company shall continue to be a going concern and hence,
 these financial statements have been prepared on a going concern basis.
 
 15.  Exceptional items
 
 i) As per Share Purchase Agreement (''SPA'') with Knowledge works Global
 Private Limited (a Cenveo Inc company) on May 4,2010, the Company has
 sold its entire equity stake in its 4 subsidiaries. The net loss on the
 sale of these subsidiaries amounting to Rs.12,378,701 has been
 disclosed as an Exceptional item in the financial statements for the
 year ended March 31, 2011.
 
 ii) Excess impairment provision in respect of fixed assets held at
 leased office of Rs.7,560,048 has been reversed during the year which
 has been disclosed as an Exceptional item in the financial statements
 for the year ended March 31, 2011.
 
 iii) During the year ended March 31, 2009, the Company had made a
 provision for diminution in the value of long term investments in
 subsidiaries amounting to Rs 160,000,000. Considering the sales
 consideration to be received as per the SPA, the Company was of the
 view that there would be no diminution in the value of the said
 investments and hence the same was written back during the year ended
 March 31, 2010 and disclosed as an exceptional item. The Company had
 also made provision for diminution in the value of investments in a
 Joint Venture Company amounting to Rs.12,000,000 during the year ended
 March 31,2010 and the same has also been disclosed as an Exceptional
 item in the financial statements for the year ended March 31,2010.
 
 16.  i) During the year 2009-10 the Company has made an issue of equity
 shares on rights basis in the ratio of three
 equity shares for every two equity shares held on the record date. The
 rights issue consisted of 29,827,655 equity shares issued at a premium
 of Rs.23.50 per equity share aggregating to Rs. 998,989,062. The issue
 opened on December 29, 2009 and closed on January 15,2010 and was fully
 subscribed.
 
 ii) The Company has incurred expenses of Rs. Nil (2009-2010:
 Rs.21,325,242) in connection with the rights issue of its equity
 shares. This amount has been set off against the share premium arising
 from the rights issue of equity shares as permitted under section 78 of
 the Companies Act,1956.
 
 iii) The Company has utilized an aggregate sum of Rs. 889,535,062
 towards the purposes as stated in the prospectus filed for the offer of
 shares on rights basis, from the proceeds of the rights issue of equity
 shares of Rs.33.50 each. The unutilized funds of Rs. 109,454,000 are
 deployed in Liquid Mutual Funds disclosed as Current Investments in the
 Balance sheet.
 
 17.  Barter transactions are recognized at the fair value of
 consideration receivable or payable. When the fair value of the
 transactions cannot be measured reliably, the revenue/expense is
 measured at the fair value of the goods/ services provided/received
 adjusted by the amount of cash or cash equivalent transferred. During
 the year ended March 31, 2011, the Company had entered into barter
 transactions, which were recorded at the fair value of consideration
 receivable or payable. The profit and loss account for the year ended
 March 31, 2011 has been grossed up to reflect revenue from barter
 transactions of Rs 33,184,369(2009-2010:Rs. 46,123,298) and expenditure
 of Rs. 33,184,369(2009-2070: Rs 46,123,298) being the fair value of
 barter transactions provided and received.
 
 18.  Estimated amount of contracts remaining to be executed on capital
 account and not provided for amounts to Rs.  3,010,655 (2009-2010: Rs.
 17,293,874).
 
 19.  During the previous year, Hon''ble High Court of Bombay had
 approved the Scheme of Arrangement (''the Scheme'') between l-Ven
 Interactive Limited (''l-Ven''), Infomedia 18 Limited and their
 respective shareholders vide its order dated 24th July 2009. The Scheme
 was effective from 25th August 2009 on filing the copies of the order
 of the Hon''ble High Court with the Registrar of Companies. Accordingly
 l-Ven was merged with Infomedia 18 Limited on the effective date.
 Further pursuant to the Scheme, the Company had extinguished 12,338,112
 Equity Shares held by l-Ven and equivalent number of shares have been
 issued by the Company to the shareholders of l-Ven in the swap ratio of
 96.076:100. Upon the scheme becoming effective, the Company had
 recorded l-Ven Undertaking vested in it pursuant to the Scheme, at the
 respective book values as appearing in the financial statements of I-
 Ven as on the effective date, in accordance with The Pooling of
 Interest method as prescribed under Accounting Standard - 14 issued by
 The Institute of Chartered Accountants of India. The Company had
 credited to its Share Capital Account, the aggregate face value of the
 new equity shares issued on amalgamation to the shareholders of l-Ven.
 The Company had recorded the balances in the share premium and the
 general reserve of l-Ven in the same form and at the same values as
 they appeared in the financial statements of l-Ven immediately
 preceding the effective date. The aggregate of the excess/deficit of
 the value of assets over the value of liabilities of l-Ven vested in
 the Company, and the differential between the value of the investment
 in the equity share capital of the Company appearing in the books of
 accounts of l-Ven and the face value of the equity share capital of the
 Company held by l-Ven, had been debited to following accounts in the
 under-mentioned sequence: balance in security premium account, balance
 in general reserve account and balance in profit and loss account.
 
 20.  Interest in Joint venture
 
 The Company has a 49% interest in the assets, liabilities, expenses and
 income of Reed Infomedia India Private Limited, incorporated in India,
 which is involved in business of publishing B2B magazines.
 
 21.  The registered office of the Company has been shifted to 503,504 &
 507,5th Floor, Mercantile House, 15, Kasturba Gandhi Marg, New Delhi
 -110001, pursuant to confirmation by Company Law Board, Mumbai bench
 with effect from October 19,2010.
 
 22.  Previous year''s figures have been regrouped wherever necessary to
 conform with figures of the current year.
Source : Dion Global Solutions Limited
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