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Notes to Accounts of Infomedia Press Ltd.

Mar 31, 2014

1. Share capital

a. There is no movement in the share capital during the current and previous year

b. Description of the rights, preferences and restrictions attached to each class of shares.

Equity shares : The Company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

b. Shares reserved for issue under options and other commitments

As on 31 March 2014, 45,150 (31 March 2013 : 452,400) Employee Stock Options were outstanding under the Employee Stock Option Plan of the Company. Each option would entitle the holder thereof to subscribe to one Equity Share of Rs. 10 each in the Company. For details of shares reserved for issue under the employee stock option (ESOP) plan of the Company please refer note 30.

2. Trade payables

*The management has identified enterprises which have provided goods and services to the Company and which qualify under the definition of micro and small enterprises, as defined under Micro, Small and Medium Enterprises Development Act, 2006 (MSMEDA). Accordingly, the disclosure in respect of the amounts payable to such enterprises as at 31 March 2014 has been made in the financials statements based on information received and available with the Company. Futher in the view of the management, the impact of interest, if any, that may be payable in accordance with the provisions of the MSMEDA is not expected to be material.

3. Provisions and contingencies

a. Claims against the Company not acknowledged as debts

i. The Company has received demands of Rs. 97,416,646 (31 March 2013 - Rs. 97,416,646) towards Income Tax for the Assessment Years 2005-06, 2006-2007, 2008-2009 and 2010-2011. The Company has disputed the demands and has preferred appeals before appellate authorities. 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. 299,987,328 (31 March 2013 : Rs. 35,368,422) for the F.Y 2000-2001, 2001-2002, 2002- 2003, 2003-2004, 2004-2005, 2006-07, 2008-09 and F.Y 2009-10.

In respect of the demands/claims described in paragraphs (i) and (ii) 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 likely and hence no provision is required.

4. The Company has reached a compensation settlement with the permanent employees of the Company through a Voluntary Retirement Scheme resulting in expenditure amounting to Rs. 81,916,592 (31 March 2013 : Rs 100,836,817). The compensation was paid during the financial year and was charged to the statement of profit and loss for the year ended 31 March 2014 and presented as exceptional item in note 27.

5. Employees Stock Purchase Pian 2010 (ESRR 2010):

During the year 2010-2011, 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 7 May 2010. However, there has been no activity under this scheme till balance sheet date.

The Company has adopted the intrinsic value method as stipulated under the SEBI Guidelines and the Guidance Note on Accounting for Employee Share Based Payment issued by the Institute of Chartered Accountants of India for measuring the cost of the options granted.

6. Related parties disclosures

a. List of related parties

i. Parties where control exists (Holding company)

* Network18 Media & Investments Limited

ii. Fellow subsidiaries (with whom transactions have been undertaken during the year).

* TV18 Broadcast Limited

* Digital 18 Media Limited

iii. Key Management Personnel

* Raghav Bahl

* Sanjeev Singh

7. The Company has contributed Rs. 99,170 (previous year Rs. 3,246,866) towards Contribution to provident fund.

8. During the previous year the Company has closed the printing press business and discontinued the printing operations. As at 31 March 2014, the carrying amount of such assets and liabilities of discontinuing operations which were not disposed off was Rs.100,107,227 (previous year Rs.169,553,855) and Rs. 76,716,301 (previous year Rs.137,733,109) respectively. The following statement shows the revenue and expenses of continuing and discontinuing operations:

9. The Board of Directors of the Company, on 7 July 2010, announced and approved Scheme of Arrangement between the Company and Network18 Media & Investments Limited (‘Network18) 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 (‘Demerged undertaking'') have demerged into Network18 while the Printing Press business continued to remain with the Company. The Scheme was approved by the Hon''ble High Court of Delhi on 22 May 2012 and made effective on 1 June 2012 with an appointed date of 1 April 2010. Pursuant to the scheme, all properties and assets, rights and licenses, registrations (including Registrar of Newspapers of India) of the demerged undertaking stand transferred to Network18. Pending approval from Registrar of Newspapers of India for transfer of titles in the name of Network18, all the purchases of paper are being done by the Company on behalf of Network18.

10. The accumulated losses of the Company have resulted in the erosion of its net worth. The Company has been legally advised that in view of closure of its printing operations, the provisions of Sick Industrial Companies (Special provisions) Act, 1985 are not applicable to it.

11. The Company had discontinued its operations during the previous year and has incurred net loss of Rs. 99,215,339 during the year ended 31 March 2014 and as of that date the Company''s accumulated losses amount to Rs. 718,150,553 resulting in erosion of hundred percent of net worth of the Company. The management is evaluating various options, including starting a new line of business and has appointed external consultants to assist with the same. There is a material uncertainty related to the aforementioned conditions that may cast significant doubt on the Company continuing as a going concern and accordingly the Company may be unable to realize its assets and discharge its liabilities in the normal course of business. Network18 Media & Investments Limited has given a support letter to extend for the foreseeable future (i.e. twelve months from 31 March 2014), any financial and business support, which may be required by the Company. Considering these factors, the management has assessed that the Company continues to be a going concern and hence, these financial statements have been prepared on a going concern basis.

12. Previous year''s figures have been regrouped wherever necessary to conform with figures of the current year.


Mar 31, 2013

1. Background:

Infomedia Press Limited (''the Company'') was incorporated on 30 May 1955.The Company is engaged in the business of printing operations.

2. The Hon''ble High Court of Delhi approved the Scheme of Arrangement (''the Scheme'') between Infomedia Press Limited (''the Demerged Company''or ''Infomedia'') and Network 18 Media & Investments Limited (''Network 18'' or ''the Resulting Company'') and their respective shareholders and creditors vide its orders dated 22 May 2012 (read with orders dated 3 May 2012,10 February 2012 and 22 November 2011). The appointed date as per the scheme was 1 April 2010 and the scheme was made effective on 1 June 2012 (the ''Effective Date'') on filing the copies of the order of the Hon''ble High Court with the Registrar of Companies. Accordingly the effect of the Scheme was given in the financial statements of the Company for the year ended 31 March 2012.

Pursuant to the Scheme, the ''Demerged Undertaking'' (as defined in the Scheme) inter alia comprising of the Business Directories business, the New Media business and the Publishing business of the Company demerged into Network18 with effect from appointed date of 1 April 2010. The printing press business (the''Remaining Businesses defined in the Scheme) continued to remain with the Company. Further the book value of the assets and liabilities of the Demerged Undertaking as at 1 April 2010 standing in the books of account of Infomedia have been transferred to Network18 and the aggregate of the net assets of the Demerged Undertaking as at 1 April 2010 transferred to Networkl 8 amounting to Rs 289,523,052 as increased by the debit balance of Statement of profit and loss of Infomedia Press Limited as at 1 April 2010 have been adjusted against the following balances as at 1 April 2010.

i. Capital reserve Rs 142,200,000; and

ii. Securities premium account Rs 679,458,130

Pursuant to the provisions of the Scheme and Section 100 and all other applicable provisions of the Act, reduction in the balance in Securities premium account and Capital reserve as mentioned above has been effected as an integral part of this Scheme only, as the same does not involve either diminution of liability in respect of unpaid capital or payment to any shareholder of any amount paid in respect of shares issued and the order of the Court is deemed to be an order under Section 102 of the Act, confirming the reduction. Notwithstanding the reduction in capital of the Company as aforesaid, it shall not be required to add "and reduced" as suffix to its name.

The Scheme provides that as and from the appointed date, upto and including the effective date:

(i) Demerged Company (to the extent of the Demerged Undertaking), shall carry on and be deemed to have carried on its business and activities and shall stand possessed of all the assets and properties, in trust for Resulting Company and shall account for the same to Resulting Company.

(ii) Income or profit accruing or arising to the Demerged Undertaking and all costs, charges, expenses and losses or taxes incurred by the Demerged Undertaking shall for all purposes be treated as the income, profits, costs, charges, expenses and losses or taxes, as the case may be, of Resulting Company and shall be available to the Resulting Company for being disposed off in any manner as it thinks fit.

Accordingly the loss of the Demerged Undertaking for the period 1 April 2010 to 31 March 2011 amounting to Rs 320,979,704 has also been transferred to the Resulting Company.

Pursuant to the Scheme, the name of Company has been changed to Infomedia Press Limited with effect from 5 July, 2012.

The Company has incurred a loss of Rs. 242,261,261 during the year ended 31 March 2013 and has discontinued its printing operations. The management is evaluating various options, including sale of certain assess of the Printing Press business and starting a new line of business in the Company. There is a material uncertainty related to the aforementioned conditions that may cast significant doubt on the Company continuing as a going concern and accordingly the Company may be unable to realize its assets and discharge its liabilities in the. normal course of business. Networkl 8 has given a support letter to, extend for the foreseeable future (i.e. twelve months from the balance sheet date), any financial and business support, which may be required by the Company. Considering these '' factors the management has assessed that the Company continues to be a going concern and hence, these financial statements have been prepared on a going concern basis.

3. Provisions and contingencies

a. Claims against the Company not acknowledged as debts:

i. The Company has received demands of Rs. 97,416,646 (31 March 2012 - Rs. 109,870,463) towards Income Tax for the Assessment Year 2005-06, 2006-2007, 2008-09 and 2010-2011. The Company has disputed the demands and has preferred 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. 35,568,422 (31 March 2012 : Rs. 36,717,487) for the F.Y 2001-2002, 2002-2003, 2003- 2004 and 2004-2005.

In respect of the demands/claims described in paragraphs (i) and (ii) 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.

iii. Bank guarantee given to Bombay Stock Exchange (''BSE'') towards issue of Equity shares on rights basis amounting to Rs. Nil (31 March 2012 - Rs. 5,000,000).

4. During the year ended 31 March 2013, the Company reached a compensation settlement with majority of the permanent employees of the Company through a Voluntary Retirement Scheme resulting in expenditure amounting to Rs. 100,836,817. The compensation was paid during the financial year and was charged to profit and loss for the year ended 31 March 2013 and presented as exceptional item.

5. Employee Stock Option Plans

The Company''s Employee Stock Option Plans (ESOPs) framed in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ("SEBI Guidelines") which have been approved by the Board of Directors and the Shareholders are listed below. Employee Stock Option Plan 2004 (ESOP 2004):

6. Related parties disclosures: a. List of related parties

i. Parties where control exists:

- Network18 Media & Investments Limited (w.e.f. 11 June 2011)

- Television Eighteen India Limited by virtue of control of the Board of Directors (upto 10 June 2011) ii. Fellow subsidiaries (with whom transactions have been undertaken during the year)

- TV18 Broadcast Limited

- Digital 18 Media Limited iii. Key Management Personnel

- Mr. Haresh Chawla - Managing Director of the Company upto 15 February 2012 iv. Joint Venture

7. Employee benefits

Defined Contribution Plan

The Company has contributed Rs. 3,246,866 (previous year Rs. 2,908,455) to Provident Fund

Defined Benefit Plan

Gratuity

The Company has given voluntary retirement to certain employees and is in the process of giving voluntary retirement to the remaining employees. Considering the same, the gratuity liability has been has been assessed on actual basis and the same has been classified as short term in nature.

Statement of profit and loss Net employee benefit expense

The present value of defined benefit obligations and the related current service cost are measured using the projected unit credit method with actuarial valuation being carried at each balance sheet date. The details are set out as under:

8. During the year the Company has closed the printing press business and discontinued the printing operations. As at 31 March 2013, the carrying amount of such assets and liabilities of discontinuing operations which were not disposed off was Rs 161,786,077 (previous year Rs 234,830,829) and Rs 129,965,331 (previous year Rs 96,538,436) respectively. The following statement shows the revenue and expenses of continuing and discontinuing operations:

9. 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.

10. As the Company operates in a single business and geographical segment, the reporting requirements for primary and secondary segment disclosures prescribed by Accounting Standard 17 "Segment Reporting", have not been provided in these financial statements.

11. Previous year''s figures have been regrouped wherever necessary to conform with figures of the current year.


Mar 31, 2012

Notes:

1. Direct taxes (paid)/refunded are treated as arising from operating activities and are not allocated to investing and financing activities.

Nature of Operations:

Info media Press Limited ('the Company') is in the business of Printing services (31 March 2011: publishing Business Directories and Special Interest Magazines in India, Printing services and Agency services).

a Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

a Reconciliation of the shares outstanding at the beginning and at the end of the year

d Aggregate number of bonus shares issued for consideration other than cash and shares bought back during their period of five years immediately preceding the reporting date:

In addition, the Company has issued total 628,750 shares (31 March 2011:304,800) during the period of five years immediately preceding the reporting date on exercise of options granted under the employee stock option plan (ESOP) wherein part consideration was received in form of employee services.

As per records of the Company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

f Shares reserved for issue under options

For details of shares reserved for issue under the employee stock option (ESOP) plan of the Company, please refer note 33.

Security for Secured Loan

Rs. Nil (Refer Note : 28)(31 March 2011 :Term loan from Punjab National Bank was taken during the financial year 2009-2010 and carries interest @14.50% to 16.50% pa. The loan is repayable in 27 quarterly installments. The loan is secured by first hypothecation charge/mortgage on all movable assets of the Company which are acquired out of Term Loan and second charge on all existing fixed assets of the Company including all immovable properties of the Company. Further the loan has been guaranteed by the corporate guarantee of Network18 Media & Investments Limited, the holding company).

Security for Secured Loan

Rs.Nil (Refer Note : 28) (31 March 2011 :Cash Credit from Axis Bank Limited is secured by pari passu second charge on all fixed assets of the Company and pari passu first charge on all current assets of the Company. Further the cash credit has been guaranteed by the corporate guarantee of Network18 Media & Investments Limited, the holding company. The cash credit is repayable on demand and carries interest @ 12.75%-16% pa)

Land includes land held on leasehold basis:

Gross block Rs. 1,873,125(31st March 2011: Rs. 1,873,125) Depreciation charge for the year Rs. 31,219 (31 March 2011: Rs. 31,219) Accumulated depreciation Rs. 842,910 (31 March 2011: Rs. 811,691) Net book value Rs. 1,030,215 (31 March 2011: Rs. 1,101,434) Building includes those constructed on leasehold land: Gross block Rs. 33,885,516 (31 March 2011: Rs. 33,885,516)

Depreciation charge for the year Rs. 1,253,822 (31 March 2011: Rs. 1,253,822) Accumulated depreciation Rs. 26,848,554 (31 March 2011: Rs. 25,594,732) Net book value Rs. 7,036,962 (31 March 2011: Rs. 8,290,784)

Notes to Accounts

1. The Hon'ble High Court of Delhi approved the Scheme of Arrangement ('the Scheme') between Info media Press Limited ('the Demerged Company' or' Info media') and Network 18 Media & Investments Limited ('Network 18'or 'the Resulting Company') and their respective shareholders and creditors vide its orders dated 22nd May 2012 (read with orders dated May 3, 2012, February 10,2012 and November 22, 2011). The Appointed Date as per the scheme was April 1,2010 and the Scheme has been made effective on June 1, 2012 (the 'Effective Date') on filing the copies of the order of the Hon'ble High Court with the Registrar of Companies. Accordingly the effect of the Scheme has been given in the financial statements of the Company for the year ended March 31,2012.

Pursuant to the Scheme, the 'Demerged Undertaking' (as defined in the Scheme) inter alia comprising of the Business Directories business, the New Media business and the Publishing business of the Company stands demerged into Network18 with effect from Appointed Date of April 1, 2010. The Printing Press business (the 'Remaining Business's defined in the Scheme) continues to remain with the Company. Further the book value of the assets and liabilities of the Demerged Undertaking as at April 1, 2010 standing in the books of account of Info media have been transferred to Network 18 and the aggregate of the net assets of the Demerged Undertaking as at April 1, 2010 transferred to Network 18 amounting to Rs 289,523,052 as increased by the debit balance of Statement of profit and loss of Info media Press Limited as at April 1,2010 have been adjusted against the following balances as at April 1,2010.

i. Capital Reserve Account Rs 142,200,000; and

ii. Securities Premium Account Rs 679,458,130

Pursuant to the provisions of the Scheme and Section 100 and all other applicable provisions of the Act, reduction in the balance in Securities Premium account and Capital Reserves as mentioned above has been effected as an integral part of this Scheme only, as the same does not involve either diminution of liability in respect of unpaid capital or payment to any shareholder of any amount paid in respect of shares issued and the order of the Court is deemed to be an order under Section 102 of the Act, confirming the reduction. Notwithstanding the reduction in capital of the Company as aforesaid, it shall not be required to add "and reduced" as suffix to its name.

The Scheme provides that as and from the Appointed Date, upto and including the Effective Date:

(i) Demerged Company (to the extent of the Demerged Undertaking), shall carry on and be deemed to have carried on its business and activities and shall stand possessed of all the assets and properties, in trust for Resulting Company and shall account for the same to Resulting Company.

(ii) Income or profit accruing or arising to the Demerged Undertaking and all costs, charges, expenses and losses or taxes incurred by the Demerged Undertaking shall for all purposes be treated as the income, profits, costs, charges, expenses and losses or taxes, as the case may be, of Resulting Company and shall be available to the Resulting Company for being disposed off in any manner as it thinks fit.

Accordingly the loss of the Demerged Undertaking for the period April 1,2010 to March 31,2011 amounting to Rs 320,979,704 has also been transferred to the Resulting Company.

Since the Effective date is June 1,2012, the 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.

Pursuant to the Scheme, the name of Company has been changed to Infomedia Press Limited with effect from July 5, 2012.

The term loan from Punjab National Bank Limited has been transferred to Network18 in pursuance of the Scheme. With the approval of the Lender, Network18 is in the process of creating necessary charges and existing first charge inter alia on immovable properties, plant and machinery and immovable properties of the Company shall be vacated.

The cash credit limits from Axis Bank Limited has been transferred to Network18 in pursuance of the Scheme of Arrangement. With the approval of the Lender, Network18 is in the process of creating necessary charges and existing pari passu first charge inter alia on all currents assets of the Company shall be vacated.

Network18 has also given a guarantee Rs. 85.00 crores in the previous year to the bankers in connection with the above term loan from Punjab National Bank and the cash credit from Axis Bank limited.

2. As stated in Note 28 above, as per the Scheme, the Business Directories business, the New Media business and the Publishing business(together the 'Publishing' and 'Other' Segments) of the Company have been demerged into Network 18 Media & Investments Limited from April 1, 2010 (Appointed Date) while the Printing Press business (Printing Segment) continues fo remain with the Company. Since the Effective date is June 1, 2012, the effect of the Scheme has been given in the financial statements of the Company for the year ended March 31,2012. As at and for the year ended March 31, 2011, the Business Directories business, the New Media business and the Publishing business were considered as Discontinuing Operations and the Printing business was considered as Continuing Operations. The following statement shows the revenue, expenses, assets and liabilities of Continuing and Discontinuing operations as at and for the year ended March 31, 2011:

3. 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 yearend) debited to statement of profit and loss as disclosed under note '24' is Rs.175,430 (31 March 2011: Rs. 2,567,471).

4. Provisions and Contingencies -

a. Claims against the Company not acknowledged as debts:

i. The Company has received demands of Rs. 109,870,463 (31 March 2011:Rs. 109,870,463,) towards Income Tax for the Assessment Year 2005-06, 2006-2007, 2007-2008, 2008-2009 and 2009-2010. 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, allow ability, etc. aggregating to Rs. 36,717,487 (31 March 2011:Rs. 41,556,776)for the F.Y 2000-2001,2001- 2002 and 2002-03.

iii. Third party claim relating to Service Tax pending with Allahabad High Court aggregating to Rs. Nil (31 March 2011: Rs. 16,993,598)

In respect of the demands/claims described in paragraphs (i), (ii) and (iii) 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.

iv. Bank guarantee given to Bombay Stock Exchange ('BSE') towards issue of Equity shares on rights basis amounting to Rs. 5,000,000(37 March 2011: Rs.5,000,000).

A provision is recognized 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 utilized 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.

5. As mentioned in Note 28 above, the Scheme of Arrangement has become effective on June 1, 2012. Pursuant to the Scheme, the' Demerged Undertaking'(as defined in the Scheme) inter alia comprising of the Business Directories business, the New Media business and the Publishing business of the Company stands demerged into Network18 with effect from Appointed Date of April 1,2010. The Printing Press business (the 'Remaining Business' as defined in the Scheme) continues to remain with the Company. The Company has made profit of Rs. 10,445,298 during year ended March 31, 2012 and the net worth of the Company as at March 31, 2012 is Rs 146,359,571 after considering accumulated losses of Rs.376,673,953 after giving effects of the scheme as per Note 28 above. 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 total amount of Rs. 998,989,062 stands fully utilized. The Parent Company has also given support letter to extend any financial and business support, which may be required by the Company. 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 may consider starting a new line of business in the Company. 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.

6. Employee Stock Option Plans (ESOP) 2004 and 2007

The Company has provided share based payment schemes to its employees. During the year ended March 31, 2012 the following schemes were in operation:

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.

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 2010-2011, 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.

The expected life of the stock is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may also not necessarily be the actual outcome.

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.

In March 2005 the ICAI has issued a Guidance Note on "Accounting for Employees Share Based Payments "applicable to employee based share plan, the grant date in respect of which falls on or after April 1,2005. The said Guidance Note requires Preformed disclosures of the impact of the fair value method of accounting of employee stock compensation accounting in the financial statements. Applying the fair value based method defined in the said Guidance Note, the impact on the reported net profit/(loss) and earnings per share would be as follows:

Since the intrinsic value being Rs.46,797(3 1 March 201 l:Rs. 9,822,491), accrual has been made towards compensation cost in the financial statements for the year ended March 31,2012.

7. The Company's significant leasing arrangements are in respect of operating leases for premises (offices, residential, stores, godowns etc.). These leasing arrangements, are mutually cancellable generally, in 25 months(57 March 2011:11 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. 16,458,611 (31 March 2011: Rs. 156,088,443) are disclosed as Rent under Note "24"

The identification of micro and small enterprises is based on the management's knowledge of their status as at March 31,2012. The Company has requested and received intimation from "suppliers" regarding their status as at March 31,2012 under the Micro, Small and Medium Enterprises Development Act, 2006. Hence disclosures, as per such intimations relating to amounts unpaid as at the yearend together with interest paid / payable as required under the said Act have been made.

* These shares are anti -dilutive and are ignored in the calculation of diluted earnings per share computed on the basis of the total loss for the year ended 31 March, 2011.

** Effect of dilution due to stock options granted under ESOP for the purpose of calculating weighted average number of equity shares in calculating diluted EPS for the year ended 31 March 2012 is negative, hence ignored.

8. Derivative transactions:

The Company has not entered into any derivative transactions (including Forward Exchange Contracts) during the year. The yearend foreign currency exposures that have not been hedged by a derivative instrument or otherwise are given below:

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.

9. 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, color separations, plates and combinations thereof.

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. Sales include 115,308 numbers (31 March 2011; 13,426 numbers) of' Touchstone' gift articles worth Rs. 7,339,368(3 1 March 2011: Rs. 1,963,916) and 9,241 numbers (31 March 2011: 10,065 numbers) of other traded goods worth Rs. 1,082,284(31 March 2011: Rs. 893,957).

b Particulars of other parties:

Key Management Personnel

Mr. Haresh Chawla - Managing Director of the Company since August 21,2008 till February 15,2012. c Joint Venture:

Reed Infomedia India Private Limited ('REED') - Joint control since March 30,2006 (Refer Note 28) d Fellow subsidiaries :

i. ibn18 Broadcast Limited ('bn 18') - Fellow subsidiary since August 21,2008

ii. TV18 Home Shopping Network Limited ('Homeshop 18') - Fellow subsidiary since August 21,2008

iii. Viacom 18 Media Private Limited ('Viacom 18')- Fellow subsidiary since August 21, 2008

iv. Network18 Publication Limited - Fellow subsidiary since August 21,2008

v. Digital 18 Media Limited ('Digital 18') - Fellow subsidiary since August 21,2008

vi. Web18 Software Services Limited ('Web 18') - Fellow subsidiary since August 21,2008

vii. e-Eighteen.Com Limited (E-18.Com) - Fellow subsidiary since August 21,2008

viii. E18, division of Network18 ('El8')- Fellow subsidiary since August 21,2008

ix. Sports 18, division of Network 18('Sports18') - Fellow subsidiary sfnee August 21,2008

x. IBN Lokmat News Private Limited ('IBN Lokmat') - Fellow subsidiary since August 21,2008

(Refer Note 28 relating to Scheme of arrangement between Info media Press Limited and Network18 Media & Investments Limited)

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 basic salary for every completed year of service of more than 10 years but less than 15 years; three fourth month basic salary for every completed year of service of more than 15 years but less than 20 years; and for completed years of services of more than 20 years, 20 months basic salary plus half month basic salary for every completed year of service in excess of 20 years. 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 statement of profit and loss and the funded status and amounts recognized in the balance sheet for the respective plan.

Statement of profit and loss

Net employee benefit expense (recognized in Employee Cost)

The present value of defined benefit obligations and the related current service cost are measured using the projected unit credit method with actuarial valuation being carried at each balance sheet date. The details are set out as under:

The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the period over which the obligation is to be settled. .

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

with Reed Elsevier Overseas B. V and the Company has been terminated and accordingly the Reed is not carrying any business. It has also been agreed to wind up the Reed.

10. 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.

11. 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 statement of profit and loss for the year ended March 31, 2011 has been grossed up to reflect revenue from barter transactions of Rs Nil (31 March 2011 :Rs. 33,184,369) and expenditure of Rs Nil (31 March 2011:Rs. 33,184,369) being the fair value of barter transactions provided and received.

12. Previous year's figures have been regrouped wherever necessary to conform with figures of the current year. Since the Effective date is June 1, 2012, the 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.


Mar 31, 2011

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.


Mar 31, 2010

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. Barter transactions are recognised 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, 2010, 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, 2010 has been grossed up to reflect revenue from barter transactions of Rs 46,123,298 (2008-2009:Rs. 34,787,605) and expenditure of Rs 46,123,298 (2008-2009:Rs . 34,787,605) being the fair value of barter transactions provided and received.

3. Estimated amount of contracts remaining to be executed on capital account and not provided for amounts to Rs. 17,293,874 (2008-2009: Rs.14,457,643).

4. 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. 131,250,000 (2008-2009 : Rs.218,750,000) Interest accrued and due of Rs. 2,693,132(2008-2009:Rs.2,302,440)

- First charge on all fixed assets of the Company. (Both movable and immovable, present and future)

- First pari passu charge on all current assets of the Company (Both present and future)

- Pledge of shares in subsidiary companies (29% of issued and subscribed share capital of American Devices India Private Limited and Cepha Imaging Private Limited pledged in Favour of bank)

- Corporate Guarantee from Network18 Media & Investments Limited

- Interest accrued and due of Rs. 2,693,132 has been duly debited by bank on April 5, 2010.



Punjab National Bank

Principal of Rs. 119,044,783 (2008-2009 : Rs. Nil)

Interest accrued and due of Rs. 1,466,045 (2008-2009 : Rs.Nil)

- First exclusive charge/ mortage on all immovable and moveable assets of the Company.

- Second charge on all existing fixed assets of the Company.

- Corporate Guarantee from Network18 Media & Investments Limited

- Interest accrued and due of Rs. 1,466,045 has been duly debited by bank on April 6, 2010

b) Working Capital Demand Loans: HSBC

Principal of Rs. 50,000,000 (2008-2009 : Rs. 50,000,000 ) Interest accrued and due of Rs. Nil (2008-2009 : Rs. 88,767 )

- First pari passu charge on all current assets of the Company (present and future)

- Second pari passu charge on movable and immovable fixed assets of the Company

c) Cash Credit Facilities: Axis Bank

Principal of Rs. 93,737,287(2008-2009 : Rs.89,486,550 )

- 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 Network18 Media & Investments Limited

Standard Chartered

Principal of Rs. Nil (2008-2009 : Rs 241,052,992 ) Charge exists till the loan is repaid

- First charge on all fixed assets of the Company (present and future)

- Second pari passu charge on all current assets of the Company (present and future) Letter of comfort given by Infomedia 18 Limited

5. Other income for the year ended March 31, 2010 includes Rs. 72,062,162(2008-2009: Nil) pertaining to provision no longer required for printing expenses written back.

6. 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 is Rs. 1,807,119 (2008-2009:gain of Rs. 1,047,794).

7. Provisions and Contingencies –

a) Claims against the Company not acknowledged as debts:

i. The Company has received demands of Rs. 36,404,621(2008-2009:Rs. 153,027,656) towards Income Tax for the Assessment Year 2005-06, 2006-2007, 2007-2008 & 2008-2009 and 2,506,882 (2008-2009: Rs. 2,506,882) for Fringe benefit Tax for Assessment Year 2006-07. The Company has disputed the demands and has preferred appeals with the appellate authorities, to set aside the demand and carry out necessary rectifications. The Management has assessed that the possibility of the case being decided against the Company and the demand crystallizing on the Company is not probable and hence no provision is required.

ii. Sales tax / Works Contract tax matters disputed by the Company relating to issue of applicability, allowability, etc. aggregating to Rs. 4,839,279 (2008-2009: Rs. 4,839,279).

iii. Third party claim relating to compensation before Monopolies and Restrictive Trade Practices Commission aggregating to Rs. 20,000,000 (2008-2009:Rs. 20,000,000), net of tax Rs.13,268,000 (2008-2009:Rs. 13,268,000). The matter is pending for final hearing.

iv. Standby Letter of Credit issued for GBP Nil (2008-2009: GBP 200,000), in favour of Barclays Bank Plc, towards banking facilities used by Glyph International UK Limited (Formerly Keyword Group Limited),UK (a subsidiary of the Company).

v. Bank guarantee given to Bombay Stock Exchange (BSE) towards issue of Equity shares on rights basis amounting to Rs. 5,000,000(2008-2009: Rs. Nil).

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.

Since the Company uses the intrinsic value method, the impact on the reported net profit and earnings per share by applying the fair value based method needs to be disclosed.

In March 2005 the ICAI has issued a Guidance Note on "Accounting for Employees Share Based Payments" applicable to employee based share plan, the grant date in respect of which falls on or after April 1, 2005. The said Guidance Note requires Proforma disclosures of the impact of the fair value method of accounting of employee stock compensation accounting in the financial statements. Applying the fair value based method defined in the said Guidance Note, the impact on the reported net profit and earnings per share would be as follows:

Managing Directors remuneration for the year ended March 31, 2010 is Rs. Nil ((2008-2009 (from 01.04.2008 to 20.08.2008): Rs.3,744,756)) is inclusive of, estimated money value of perquisites of Rs. Nil. (2008-2009: 574,330). As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Company as a whole, the amount pertaining to the directors is not included above.

The Central Government approval for Managerial Remuneration paid to the Managing Director during financial year 2008-2009 has been received. The Auditors had modified their audit report in this respect for the financial year 2008-2009.

8. The Companys 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 39 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. 111,720,792 (2008-2009: 152,283,011) are charged as Rent under Schedule "P".

9. The identification of Micro, Small and Medium enterprises is based on the managements knowledge of their status as at March 31, 2010. The Company has requested and received intimation from "suppliers" regarding their status as at March 31, 2010 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 Company has not entered into any derivative transactions (including Forward Exchange Contracts) during the year. The year end foreign currency exposures that have not been hedged by a derivative instrument or otherwise are given below:

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 thereof.

b. The nature of the Companys 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, 2010, computed on the basis of normal shifts worked, was 3,406 million (2008-2009 : 3,406 million) standard impressions. The actual production (including wastage) during the year was 1,306 million (2008-2009 : 1,456 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 7,774 numbers (2008-2009 ; 123,023 numbers) of Touchstone gift articles worth Rs. 401,805 (2008-2009 : Rs. 7,712,211) and 2,429 numbers(2008-2009 : 5,628 numbers.) numbers of other traded goods worth Rs. 343,795 (2008-2009 : Rs. 923,569).

12. Related Parties Disclosures:

a Particulars of parties where control exists:

i. I-Ven Interactive Limited Holding company till August 24, 2009, Merged with Infomedia 18 Limited on August 25, 2009. (Refer Note 29)

ii. Television Eighteen India Limited (TV 18) Holding company of I-Ven Interactive Limited till August 24, 2009. Holding Company of Infomedia 18 Limited from August 21, 2008.

iii. Network18 Media & Investments Limited Holding company of Television Eighteen India Limited.

(Network 18)

iv. Cepha Imaging Private Limited (CEPHA) Subsidiary company since December 23, 2005

v. Glyph International UK Limited Subsidiary company since December 23, 2005

(Formerly Keyword Group Limited)(Keyword)

vi. Keyword Publishing Services Subsidiary company of Glyph International UK Limited

(Formerly Keyword Group Limited)(Keyword)

vii. Keyword Typesetting Services Limited Subsidiary company of Glyph International UK Limited

(Formerly Keyword Group Limited)(Keyword)

viii. Glyph International Limited Subsidiary company since April 1, 2006

(Formerly American Devices India Private Limited )(ADIPL)

ix. Glyph International US LLC Subsidiary company since April 1, 2006

(Formerly Software Services LC)(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 Group Companies:

i. ibn18 Broadcast Limited (ibn 18) — Group company since August 21,2008

ii. TV18 Home Shopping Network Limited — Group Company since August 21,2008 (Homeshop 18)

iii. Viacom18 Media Private Limited — Group company since August 21,2008

(Viacom 18)

iv. Network18 Publication Limited — Group company since August 21,2008

v. Digital 18 Media Limited (Digital 18) — Group company since August 21,2008

vi. Web18 Software Services Limited — Group company since August 21,2008

(Web 18)

vii. E18.com Limited(E 18) — Group company since August 21,2008

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.

Profit and Loss Account

Net employee benefit expense (recognised in Employee Cost)

13. Going Concern

The Company has incurred a loss of Rs. 500,343,241 during the financial year 2009-2010 (2008-2009: Loss of Rs. 846,539,165). During the year, the Company has raised equity vide rights issue, amounting to Rs. 998,989,062 to augment the equity in the Company. The Parent Company has already infused liquidity in the nature of Inter Corporate Deposits amounting to Rs 180,000,000 (2008-2009: Rs. 405,000,000). 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. Accordingly, new lines of business are being added, which along with consolidation of existing products and introduction of new products in the publishing segment are expected to improve the revenues of the Company. The Company is in the process of introducing new technologies in its product offering, so as to cater to newer markets and de-risk the revenue streams. The Company has also entered in to a Share Purchase Agreement (SPA) with Knowledgeworks Global Private Limited, a Cenveo Inc. company, in May 2010 to sell its entire equity stake in its four subsidiaries carrying on the Publishing BPO business which would result in significant cash flows to the Company during the year to end March 31, 2011, The SPA is subject to necessary approvals. Considering these factors, these financial results have been prepared on a going concern basis.

14. The Company had issued 5,000,000 and 1,000,000 preferential Equity Warrants to Television Eighteen India Limited and India Advantage Fund II respectively, convertible into equity shares at an exercise price of Rs.237/- per equity share. The Convertible warrants were issued as per Chapter XIII of SEBI Guidelines on preferential basis and each warrant was convertible into one equity share within a period of eighteen months from the date of allotment i.e. January 30, 2008. The amount received from the above parties was Rs.142,200,000 representing 10% of the total value of convertible warrants, as per the terms of issue the investors were required to pay balance 90% at the time of conversion of said warrants into equity. Further in case the investors do not opt for conversion of the warrants, the upfront amount so paid would stand forfeited by the Company and all the rights attached to the warrants lapse automatically.

However, none of the warrant holders exercised the option to convert any of the aforesaid warrants till the last date of conversion (within 18 months from date of allotment). Accordingly, during the year the Company forfeited the amount of Rs. 142,200,000 paid on the warrants due to non exercise of the option by the warrant holders. This amount has been transferred from Share Application money account and credited to Capital Reserve Account during the year.

15. Exceptional items

i) The Company has entered into a Share Purchase Agreement (SPA) with Knowledgeworks Global Private Limited, a Cenveo Inc. company, in May 2010 to sell its entire equity stake in its four subsidiaries carrying on the Publishing BPO business. In the previous year, the Company had made a provision of Rs.160,000,000, for diminution in the value of investments. Considering the sales consideration to be received as per the SPA, the Company is of the view that the provision made of Rs.160,000,000 is no longer required and hence the same has been reversed during the year. This amount has been disclosed as an exceptional item. The Company has also made provision for diminution in the value of investments in a joint venture company amounting to Rs.12,000,000 during the year and the same has also been disclosed as an exceptional item.

ii) Exceptional items for the year ended March 31, 2009 includes Rs. 22,778,641 towards Termination cost of employees, Rs. 20,010,941 towards Impairment of assets held at leased office, Rs. 37,000,000 towards Provision for diminution in value of Investment and Receivable in Joint Venture Company, Rs. 160,000,000 towards Provision for estimated diminution in the Value of Investment.

16. i) During the year, 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. 21,325,242 (Rs. 20,000,000 up to March 31, 2009) in connection with the rights issue of its equity shares. This amount has been set off against the share premium arises from the rights issue of equity shares as permitted under section 78 of the Companies Act, 1956. This amount was disclosed under the head Advances recoverable in cash or kind or for value to be received under Loans and Advances in the Balance Sheet in the previous year.

iii) The Company has utilized an aggregate sum of Rs. 778,989,062 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. 220,000,000 are deployed in Liquid Mutual Funds disclosed as Current Investments in the Balance sheet.

17. Honble High Court of Bombay had approved the Scheme of Arrangement (the Scheme) between I-Ven Interactive Limited (I-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 Honble High Court with the Registrar of Companies. Accordingly I-Ven was merged with Infomedia 18 Limited on the effective date. Further pursuant to the Scheme, the Company has extinguished 12,338,112 Equity Shares held by I-Ven and equivalent number of shares have been issued by the Company to the shareholders of I-Ven in the swap ratio of 96.076:100. Upon the scheme becoming effective, the Company has recorded I-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 has credited to its Share Capital Account, the aggregate face value of the new equity shares issued on amalgamation to the shareholders of I-Ven. The Company has recorded the balances in the share premium and the general reserve of I-Ven in the same form and at the same values as they appeared in the financial statements of I-Ven immediately preceding the effective date. The aggregate of the excess/deficit of the value of assets over the value of liabilities of I-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 I-Ven and the face value of the equity share capital of the Company held by I-Ven, has 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.

18. The Company had paid Rs. 21,000,000 for acquisition of trade marks, copyrights, domain names etc. in connection with starting of call centre services. In addition to this, the Company has incurred expenditure on consultancy charges, rent and lease hold improvements as detailed below:

The management of the Company had planned to float a separate company for the call centre services. The expenditure incurred as listed above was for setting up of the new company which was to be exchanged for shares in the new company. Accordingly, this amount was carried forward under the head "Advances recoverable in cash or in kind or for value to be received" under "Loans and Advances" in the Balance-Sheet as at March, 31 2009. During the year ended March 31, 2010 Management has decided that the call center service will be part of Infomedia operations, and hence all the expenditure (other than the Capital expenditure) amounting to Rs. 26,536,791 has been charged off to the profit and loss account during the year ended March 31, 2010.

19. The Company has, pursuant to the resolution of the shareholders of the Company passed on 12th June 2009 by way of a postal ballot, increased and altered the Authorised Share Capital of the Company from Rs. 600,000,000 to Rs. 1,000,000,000 including reclassification of 100,00,000 Redeemable Preference Shares of Rs. 10/- into 100,00,000 equity shares of Rs. 10/- each.

20. Previous years figures have been regrouped wherever necessary to conform with figures of the current year.

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