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Directors Report of Infomedia Press Ltd.

Mar 31, 2014

Dear Members,

The Directors hereby present the Fifty-Ninth Annual Report of the Company together with the Audited Accounts for the financial year ended March 31, 2014.

ACQUISITION OF CONTROLLING STAKE BY INDEPENDENT MEDIA TRUST AND CHANGE IN PROMOTERS

Independent Media Trust (IMT), of which Reliance Industries Limited is the sole beneficiary, has acquired an indirect controlling stake of the Promoter Group entities namely RB Mediasoft Private Limited, RRB Media soft Private Limited, Adventure Marketing Private Limited, Watermark Infratech Private Limited, Colorful Media Private Limited, RB Media Holdings Private Limited, and RB Holdings Private Limited (collectively referred to as ‘Holding Companies'') from Mr. Raghav Bahl and Ms. Ritu Kapur on July 7, 2014. Holding Companies collectively hold controlling stake of Network18 Media & Investments Limited.

Consequently Mr. Raghav Bahl, Ms. Ritu Kapur and other existing promoters/promoter group of the Company (other than Network18 Media & Investments Limited) have ceased to be Promoters/Promoter Group of the Company from July 7, 2014.

In terms of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, IMT has made an open offer to acquire up to 1,30,62,224 Equity Shares ("Offer Shares") of face value of Rs. 10/- each of the Company at an offer price of Rs. 3.00 per Offer Share aggregating to Rs. 3.92 crore payable in cash.

FINANCIAL RESULTS

The financial performance of your Company for the financial year ended March 31, 2014, is summarized below.

Financial Results (Rs. in lakhs) 2013-141 2012-13

Profit/(loss) before Interest (180.03) (1264.37) Depreciation & Amortization

Less: Interest 301.12 26.14

Profit/(loss) After interest (481.14) (1290.51) but before Depreciation & Amortisation

Less: Depreciation & 21.60 49.21 Amortisation

Exceptional items (489.41) (1008.37)

Profit/(Loss) before Tax (992.15) (2348.09)

Less : Tax (prior years) - 74.52

Profit/(Loss) after Tax (992.15) (2422.61)

Operating Results and Performance

There is no operating revenue in the Company since the Company had ceased its print operations during the last financial year. Therefore your Company has incurred a net loss of Rs.992.15 lakhs for the year 2013-14.

Dividend

In view of the losses, the Board of Directors has not recommended any dividend for the year under review.

Management Discussion and Analysis

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Director

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rohit Bansal and Mr. Vinay Chhajlani were appointed as Additional Directors of the Company w.e.f. July 7, 2014 and they shall hold office as such upto the date of the ensuing Annual General Meeting of the Company. The Company has received requisite notices in writing from members proposing the candidature of Mr. Rohit Bansal and Mr. Vinay Chhajlani as Directors of the Company.

Further, the Company has received declarations from Mr. Manoj Mohanka and Mr. Gagan Kumar, Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed both under sub-section (6) of Section 149 of the Act and under Clause 49 of the Listing Agreement with the Stock Exchange. The Company has also received requisite notices in writing from members proposing the candidature of Mr. Manoj Mohanka and Mr. Gagan Kumar for appointment as Independent Directors of the Company. Mr. Saikumar Ganapathy Balasubramanian has resigned from the directorship of the Company w.e.f. June 9, 2014. Further, Mr. Raghav Bahl and Mr. Senthil Chengalvarayan have resigned from the directorship of the Company w.e.f. July 7, 2014. The Board places on record its appreciation for the valuable contribution made by them during their tenure. Transfer to Investor Education and Protection Fund: Pursuant to the Provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on July 29, 2013 (date of last Annual General Meeting) on the Company''s website, as also on the Ministry of Corporate Affairs'' website.

Corporate Governance

Your Company strives for excellence with the objective of enhancing shareholders'' value and protecting the interest of shareholders. Your Company ensures the practice of the Principles of Good Corporate Governance. The detailed Corporate Governance Report of the Company in pursuance of Clause 49 of the Listing Agreement forms part of the Annual Report of the Company. The requisite Certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance, as stipulated under Clause 49, is also attached to this Report.

Employee Stock Option Plan/Employee Stock Purchase Scheme:

The Company had floated the Employees Stock Option Plan 2007. The Company has not granted any option during the year 2013-14. Further details regarding the Plan are being provided in the Annexure to this report. Further there has been no activity under Employee Stock Purchase Scheme, 2010 so far.

The Company has implemented the Employees Stock Options Schemes in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and the resolutions passed by the shareholders. Certificate(s) confirming the same shall be placed before the Annual General Meeting for inspection by the members.

Particulars of Employees

None of the employee is in receipt of salary attracting the limits prescribed under provisions of Section 217(2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, hence no details are required to be given.

Conservation of Energy and Technology Absorption

The Company has ceased its printing operations and as on date there is no business in the Company. Accordingly disclosures relating to Conservation of Energy and Technology Absorption are not required to be given.

Foreign Exchange Earnings/Outgo

The foreign exchange earned during the year was nil (previous year: nil) .The total foreign exchange utilized, including for import of raw materials and spare parts for machinery not available indigenously, amounted to Rs Nil (previous year: Rs 10.81 Crores).

Auditors & the Auditor''s Report

The Statutory Auditors, Walker Chandiok & Co LLP (Firm Registration No: 001076N) (formerly known as M/s. Walker Chandiok & Co.), New Delhi hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

Walker Chandiok & Co LLP was appointed as Statutory Auditors of the Company at the Annual General Meeting held on September 14, 2012 and would complete a tunure of two years at the ensuing Annual General Meeting. The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. Accordingly, the Board recommends the re-appointment of the Statutory Auditors for three years to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of 62nd Annual General Meeting of the Company, subject to ratification by the members at every Annual General Meeting. The Auditors Report is self-explanatory and does not call for further explanation in this regard. The comment made by the Auditors in para no. (x) and (xvii) of Annexure to their report are only factual statements. In the absence of long term funds, the available funds were used in the normal course of business. However such usage does not have impact on the profitability of the Company. Further the management is making constant efforts to set right this position.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable Accounting Standards read with the requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same.

ii) the Directors have selected such accounting policies and applied them consistently and 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 as at March 31, 2014 and of the loss of the Company for the year ended on that date.

iii) the Directors have taken proper and sufficient care for 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; and

iv) the Directors have prepared the annual accounts of the Company for the financial year ended March 31, 2014 on a ‘going concern'' basis.

Appreciation

Your Directors wish to place on record their appreciation for the stakeholders for their continued support and faith reposed in the Company.



ON BEHALF OF THE BOARD OF DIRECTORS

Place: Mumbai (Manoj Mohanka) Date : August 12, 2014 Chairman


Mar 31, 2013

To, The Members of Infomedia Press Limited,

The Directors hereby present their Fifty-Eighth Annual Report and Audited Statement of Accounts for the year ended March 31,2013.

Financial Results

(Rs. in lakhs) 2012-13 2011-12

Profit/(loss) before Interest (1264.37) 52.75

Depreciation & Amortization

Less .-Interest 26.14 25.85

Profit/(loss) After interest (1290.51) 26.90

but before Depreciation &

Amortisation

Less : Depreciation & 49.21 51.01

Amortisation

Less: Exceptional items 1008.37

Profit/(Loss) Before Tax (2348.09) (24.11)

Less: Tax

Income tax prior years 74.52

Deferred tax (credit)/charge (128.56) relating to prior years

Profit/floss) after tax (2422.61) 104.45

Operating Results and Performance

The operating revenue of the Company in the printing business was Rs 36.38 crores in financial year 2012-13 as against revenue of Rs. 36.43 crores in financial year 2011-12.

Your Company has incurred a net loss after tax of Rs. 24.22 crores (Previous year profit Rs. 1.04 crores) for the year 2012-13.

Dividend

In view of the losses for the year ended March 31, 2013 and accumulated losses, the Board of Directors of your Company is constrained to recommend any dividend for the year under review.

Transfer to Reserves

The Company has not made any transfer to the reserves during the financial year ended March 31,2013.

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.7,78,832/- being unclaimed dividend for the year 2004-05 has been transferred to the Investor Education & Protection Fund established by the Central Government.

Also unclaimed amount of dividend pertaining to the year 2005-06 will be transferred to the Investor Education &

Protection Fund established by the Central Government in the due course.

Management Discussion and Analysis

In terms of requirement of Clause 49 of the Listing Agreement with the Stock Exchange(s) Management''s Discussion and Analysis Report, disclosing the operations of the Company, in detail, is separately provided forming a part of Directors'' 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.

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.

Manager

The Board of Directors, in compliance with section 269 of the Companies Act 1956, has appointed Mr. Sanjeev Kumar Singh as Manager of the Company w.e.f. June 1,2012.

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 2012-13. 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. Your Company has not allotted any option during the year 2012-13. Further details regarding the Plan are being provided in the Annexure to this report.

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.

The Company has implemented the Employees Stock Options Schemes in accordance with the SEBI Guidelines and the resolutions passed by the shareholders. Certificate(s) confirming the same shall be placed before the Annual General Meeting for inspection by the shareholders.

Particulars of Employees

None of the employee is in receipt salary beyond the limits prescribed under section 217(2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975 hence no details are required to be given.

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 skiffs.

Foreign Exchange Earnings/Outgo

The foreign exchange earned during the year was nil (previous year: nil) The total foreign exchange utilized, including for import of raw materials and spare parts for machinery not available indigenously, amounted to Rs 10.81 crores. (previous year: Rs.4.08crores).

Auditors & the Auditor''s Report

The Statutory Auditors, M/s. Walker Chandiok & Co., 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 7 of the Auditors''Report and point x and xvii of Annexure to the Auditors''Report and accordingly state that the management of the Company is evaluating various options, including sale of certain assets of Printing Press and starting a new line of business.

Cost Auditors & Compliance Report & Cost Audit Report

Your Company had appointed, M/s Pramod Chauhan & Associates, Cost Accountants, as the Cost Auditor of the Company for the financial year 2012-13. The Company has filed the Compliance Report pertaining to cost records for the Financial Year 2011-12 on January 24,2013, which was required to be submitted with the Central Government by 28th February, 2013.

Voluntary Retirement Scheme:

During the year, the Company reached a compensation settlement with majority of the permanent employees of the Company through a Voluntary Retirement Scheme (''VRS''). The compensation of Rs 10.08 crores was paid during the financial year and shown as exceptional item in the profit and loss for the year ended March 31,2013.

SKA

Since the accumulated losses of the Company have resulted in the erosion of its net worth, the Company is evaluating the applicability of the provisions of Sick Industrial Companies Act (SICA) and will take necessary steps to comply with the same, as applicable.

Directors'' Responsibility Statement

Pursuant to the provision of Section 217 (2AA) of the Companies Act, 1956 as amended, your Directors confirm:

i) that in the preparation of the annual accounts for the financial year ended March 31, 2013, the applicable Accounting Standards have been followed;

ii) that the Directors have selected such accounting policies and applied them consistently and 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 profit or loss of the Company for the year under review;

iii) that the Directors have taken proper and sufficient care for 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 irregularities;

iv) that the Directors have prepared the accounts for the financial year ended March 31, 2013 on a ''going concern''basis.

i 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

Noida, Manoj Mohanka

May 13,2013 Chairman


Mar 31, 2012

To,The Members of Info media Press Limited

The Directors hereby present their Fifty-Seventh Annual Report and Audited Statement of Accounts for the year ended March 31,2012.

Financial Results (Rs. in lakhs)

2011-12* 2010-11*

Profit/(loss) before Interest

Depreciation & Amortization 52.75 (1952.61)

Interest 25.85 525.41

Profit/(loss) After interest but

before Depreciation & Amortization 26.90 (2,478.02) Depreciation & Amortization 51.01 553.10

Profit/(Loss) Before Tax (24.11) (3,031.12)

Tax

Current tax - 35.19

Deferred tax (credit)/ charge - (0.66)

Deferred tax (credit)/ charge

relating to prior years (128.56) -

Profit/(loss) after tax 104.45 (3,065.65)

* Please refer to the note under the heading Scheme of Arrangement, given below, as these figures are not comparable.

Operating Results and Performance

The operating revenue of the Company in the printing business was Rs. 36.42 crores in 2011 -12 as against revenue of Rs. 40.96 crores in 2010-11, lower by 11 % as compared to the previous year.

Your Company has recorded a net profit of Rs.1.04 crores for the year 2011-12 after considering the Deferred tax credit relating to prior years of Rs 1.28 crores.

Dividend

Your Company has reported marginal profit 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 2011-12.

Transfer to Reserves

The Company has not made any transfer to the reserves during the financial year ended March 31,2012.

Scheme of Arrangement:

The Board of Directors of the Company, on July 7, 2010, announced and approved a Scheme of Arrangement ("the Scheme") between your Company, Network18 Media & Investments limited (Network18) and their respective shareholders and creditors with the appointed date being April 1,2010.The Scheme has been approved by the Hon'ble High Court of Delhi and has been made effective from June 1, 2012 ("Effective Date").

As per the Scheme, Demerged Undertaking comprising of:

- publishing business including publication of business directories, yellow pages & city guides;

- publication of special interest publication/ magazines;

- search business including properties such as www.askme.com,www.askme.in and www.burrp.com and any other business except Remaining Business.

Being carried on by the Company on a going concern basis, along with all related assets, liabilities, rights and obligations stand transferred to Network18 as on the Appointed Date, while the Printing Press business will continue to remain with the Company.

In consideration of the demerger of the Demerged Undertaking of the Company with Network18, on June 19, 2012, Network18 had issued and allotted 36,79,356 equity shares to the shareholders of the Company at par on a proportionate basis in the ratio of 7:50 i.e., seven fully paid-up equity shares of Rs 5/- each of Network18 has been issued for every fifty fully paid-up equity shares of Rs 10/-each of the Company. However no equity shares were issued in respect of the equity shares held by Network18 in the Company.

Network18 has not issued shares against fractional entitlement. These fractional shares have been consolidated and issued to separate trustee nominated by Network18. The Trust shall sell such shares at the prevailing market prices in due course of time and distribute the net sale proceeds (after deduction of tax, if applicable) to the respective allotters in proportion to their fractional entitlements.

- Since the effective date is June 1 2012, effect of the Scheme has been given in the financial statements of the Company for the year ended March 31, 2012 and hence the figures as at and for the year ended March 31, 2012 are not comparable to the figures as at and for the year ended March 31, 2011.

Change in the name of your Company:

As a sequel to the Scheme, and as an integral part of the Scheme, name of your Company has been changed to "Info media Press Limited" with effect from July 5, 2012.

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.5,24,0647- being unclaimed dividend for the year 2003-04 has been transferred to the Investor Education & Protection Fund established by the Central Government.

Also unclaimed amount of dividend pertaining to the year 2004-05 will be transferred to the Investor Education & Protection Fund established by the Central Government in the due course.

Management Discussion and Analysis

In terms of requirement of Clause 49 of the Listing Agreement with the Stock Exchange(s) Management's Discussion and Analysis Report, disclosing the operations of the Company, in detail, is separately provided as a part of Directors' 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 and Managing Director

During the year under review, Mr. Sanjeev Manchanda has resigned from the office of directorship of the Company effective from November 3, 2011. Further Mr. Haresh Chawla has resigned from the office of directorship and as sequel Managing Directorship of the Company effective from February 15, 2012. The Board of Directors place on record appreciation for the valuable services rendered by them during their tenure.

Mr. Gagan Kumar was appointed as an Additional Director of the Company w.e.f. April 30,2012 and as such he holds office up to the date of the forthcoming Annual General Meeting. The Company has received a notice from one of the shareholders of the Company under section 257 of the Companies Act 1956 proposing his candidature for directorship. The Board recommends his appointment as a Director of the Company.

Further, Mr. Manoj Mohanka and Mr. Saikumar Ganapathy Balasubramanian, 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.

Manager

The Board of Directors, in compliance with section 269 of the Companies Act 1956, has appointed Mr. Sanjeev Kumar Singh as Manager of the Company w.e.f. June 1, 2012.

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 2011-12. 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 1,30,000 stock options under the Employees Stock Option Plan 2007. Further details regarding the scheme are being provided in the Annexure to this report.

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.

The Company has implemented the Employees Stock Options Schemes in accordance with the SEBI Guidelines and the resolutions passed by the shareholders. Certificate(s) of the statutory Auditors of the Company confirming the same shall be placed before the Annual General Meeting for inspection by the shareholders.

Particulars of Employees

None of the employee is in receipt of salary beyond the limits prescribed under section 217(2A) of the Companies Act 1956 read with the Companies {Particulars of Employees) Rules, 1975, hence no details are required to be given.

Conservation of Energy

The Company on a continuous basis undertakes programmes for conserving energy.

ON BEHALF OF THE BOARD OF DIRECTORS,

Mumbai,

July 19, 2012 Chairman


Mar 31, 2011

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


Mar 31, 2010

The Directors hereby present their Fifty-Fifth Annual Report and Audited Statement of Accounts for the year ended March 31, 2010.

Financial Results (Rs. in lakhs)

2009-10 2008-09

Profit/(loss) before Interest

Depreciation & Amortization (4187.82) (4161.73)

Interest 1646.07 1098.55

Profit/(loss) After interest but before

Depreciation & Amortisation (5833.89) (5260.28)

Depreciation & Amortisation 607.54 571.28

Profit/(Loss) before tax (6441.43) (5831.56)

Exceptional Items (1480.00) 2397.90

Profit/(Loss) Before Tax and

Prior Period Items (4961.43) (8229.46)

Prior Period Items (Net) Income/

(Expense) 38.77 -

Profit/ (Loss) Before Tax (5000.2) (8229.46)

Tax

Current tax 36.69 -

Deferred tax (33.47) 129.79

Fringe Benefit Tax - 106.14

Tax of earlier year provided - -

Profit/(loss) after tax (5003.43) (8465.39)

Operating Results and Performance

The operating revenue of the Company from business operations reduced from Rs.123.94 crores in 2008-09 to Rs.106.81 crores in 2009-10.

The growth in the publishing business was lower by 21.60% as compared to the previous year. The division reported revenue of Rs.68.59 crores in 2009-10 as against Rs.87.48 crores in 2008-09. The revenue in the printing business was lower by 3.62% as compared to the previous year. The division reported revenue of Rs.32.34 crores in 2009-10 as against revenue of Rs.33.45 crores in 2008- 09. The economic recession has adversely affected the growth across the Industry.

As explained earlier, the performance of your Company for the year ended March 31, 2010 has not been satisfactory. Your Company has incurred a net loss of Rs.50.03 crores for the year 2009-10 and after considering the balance brought forward from previous year of Rs.46.36 crores and reducing the net impact of merger of I-Ven Interactive Limited with your Company of Rs.3.02 crores, the cumulative loss as of 31st March 2010 stands to Rs.93.37 crores.

However, the management expects savings and improvement in operating results on account of the restructuring exercise carried out during the earlier years. Your Company has raised equity through an issue of equity shares on a rights basis aggregating to Rs.99.89 crores. Management believes that such measures would help in improvement of the Companys 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 2009-10.

Rights Issue

During the year under review your Company has successfully raised Rs.99.89 Crores through the Rights Issue vide the Letter of Offer dated December 9, 2009. The rights issue was fully subscribed including additional application of the Promoters and Company has allotted 2,98,20,569 Equity Shares of Rs. 10/- each, at a premium of Rs.23.50 per equity share, offered in the ratio of three Equity Share for every two Equity Shares held.

During the year under review, your Company had to make a reference to the Board of Industrial and Financial Restructuring as its net worth was fully eroded due to exceptional losses incurred during the previous years. The management in addition to various measures of cost control has successfully raised about Rs.100 Crores by way of above referred Rights Issue. Now the net worth of your Company is positive and your Company is no longer a sick company as defined under the said Act and the Company has accordingly informed the BIFR that it is out of the purview of definition of sick company.

Subsidiaries and associate companies

- Sale of stake in Subsidiaries

As a part of your Companys strategy to exit noncore businesses and deploy resources to focus on core media segments, search, internet and directories services, your Company has entered into a definitive agreement with Cenveo Inc, one of the worlds leading providers of content management and print production services, whereby, subject to necessary regulatory approval, your Company will transfer all its holdings in its subsidiaries, namely Glyph International Limited, Glyph International US LLC, Gyph International UK Limited and CEPHA Imaging Private Limited to Cenveo or its nominated entity/ subsidiaries in India/US

The operating revenues from the consolidated e- publishing businesses amounted to Rs.41.94 crores (previous year: Rs. 39.33 crores) in 2009-10 and the profit before tax amounted to Rs.17.26 crores (previous year: Rs. 8.58 crores).

Joint Venture Company

The Joint Venture between M/s Reed Elsevier Oversease B.V and your Company has been terminated during the year 2008-09. Accordingly the joint venture Company namely Reed Infomedia India Pvt Ltd has ceased publication of all its magazines. It has also been agreed between the partners to wind up Reed Infomedia India Private Limited.

Your Companys share of the operating revenue of Reed Infomedia India Private Limited is Rs.43.79 lakhs (previous year: Rs.235.10 lakhs) while the loss before tax for the period ended March 31, 2010 is Rs.0.97 lakhs (previous year: Rs.433.68 lakhs).

"Ask Me" and "burrp"

During the year under review your Company has successfully launched beta version of local search website askme.in. Your Company has also acquired domain name askme.com. Further, during the previous year, acquisition of burrp! has been well received in the market and the response is reasonably good. The management believes that the said acquisitions will be important assets for the Companys local search initiatives in the emerging media space.

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.2,09,813/- being unclaimed dividend for the year 2001-02 has been transferred to the Investor Education & Protection Fund established by the Central Government.

Also unclaimed amount of dividend pertaining to the year 2002-03 will be transferred to the Investor Education & Protection Fund established by the Central Government in the due course.

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 at the Company website, www.infomedia18.in.

Directors

Mr. Manoj Mohanka and Mr. Saikumar Ganapathy Balasubramanian, 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.

Merger of I-Ven Interactive Limited with Company.

The Scheme of Arrangement pursuant to Sections 391 & 394 read with section 100 and 103 of the Companies Act, 1956 between the Company and I-Ven Interactive Limited and their respective shareholders has been made effective 25th August 2009 in accordance with Orders of the Honble High Court of Bombay. Accordingly from the effective date I-Ven Interactive Limited cease to exist and stand merged with the Company.

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 2009-10. 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 9,67,500 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. 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.11.18 crores (previous year Rs.3.19 crores) .The total foreign exchange utilized, including for import of raw materials and spare parts for machinery not available indigenously, amounted to Rs.9.97 crores (previous year: Rs.11.12 crores).

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 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.

We refer to Point 4 of the Auditors Report wherein, without qualifying their opinion they have emphasized the matter of "Going Concern", in view of the accumulated losses of your company and also mentioned about the same in Point "x" of the Annexure to the Auditors Report. In this regard the Company has undertaken mitigating steps as mentioned in Note 25 of Schedule S of the Financial Statements. The management is of the opinion that these mitigating factors will help towards the Company achieving significant cash flows and ensuring that the Company continues as a Going Concern. We refer to point (v)(b) of the annexure to the Auditors report, and state that these transactions are covered by agreements and are at arms length consideration. We refer to point (ix)(a) of the annexure to the Auditors report, and state that all statutory dues have been paid in accordance with the law, except for certain cases of delay in profession tax, employees state insurance and service tax, where they have been deposited along with interest and penalty if any applicable to such delays. We refer to point (xvii) of the annexure to the Auditors report, and state that the Company has funded its losses and investments amounting to Rs. 435,206,069/-, through support in the form of short term loans extended by 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

Mumbai, Chairman

May 7, 2010

 
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