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. |