Mar 31, 2016
DEAR MEMBERS,
Your Directors are pleased to present the 61st Annual Report and the Companyâs audited financial statement for the financial year ended March 31, 2016.
FINANCIAL RESULTS
The financial performance of the Company for the year ended March 31, 2016 is summarized below:
Rs. in lakhs
Particulars |
2015-16 |
2014-15 |
Loss before interest and depreciation |
(72.61) |
(43.01) |
Less: Finance Cost |
291.99 |
303.45 |
Less: Depreciation |
6.16 |
0.95 |
Net operating Loss for the year |
(370.76) |
(347.41) |
RESULTS OF OPERATIONS AND THE STATE OF COMPANYâS AFFAIR
There is no operating revenue in the Company as the Company had ceased its print operations, therefore your Company has incurred a net loss of Rs.370.76 lakhs for the year 2015-16.
DIVIDEND
In view of the losses, the Board of Directors have not recommended any dividend for the year under review.
MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT
Managementâs Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by Securities and Exchange Board of India (SEBI).
The detailed Corporate Governance Report of the Company in pursuance of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationâ) 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 the aforesaid Regulations is attached to the Corporate Governance Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Lalit Kumar Jain was appointed as an Additional Director (Independent) w.e.f. October 9, 2015 for a term of five years and he shall hold office as an Additional Director upto the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing his candidature for appointment at the ensuing Annual General Meeting as an Independent Director, not liable to retire by rotation.
During the year under review, Mr. Manoj Mohanka resigned from the Directorship of the Company with effect from October 14, 2015, due to his preoccupations. The Board places on record its appreciation for the valuable services rendered by him during his tenure.
Mr. Vinay Chand Chhajlani, Non-Executive Director of the Company, shall retire by rotation at the ensuing Annual General Meeting of the Company. However, being eligible, he has offered himself for re-appointment.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 read with Regulation 16 of the Listing Regulations.
The following policies of the Company are annexed herewith marked as Annexure IA and Annexure IB respectively:
a) Policy for selection of Directors and determining Directorâs Independence; and
b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.
The Company has formulated a policy on performance evaluation of the Independent Directors, Board and its Committees Chairman of the Board and other individual Directors.
On the basis of policy for performance evaluation of the Independent Directorâs, Board and its Committees, Chairman of the Board and other individual Directors, a process of performance evaluation was carried out.
SUBSIDIARIES / JOINT VENTURES/ ASSOCIATE COMPANIES
Your Company does not have any Subsidiaries/ Joint Ventures/ Associate Companies, therefore disclosures on Subsidiaries/ Joint Ventures/ Associate Companies are not applicable.
NUMBER OF MEETINGS OF THE BOARD
During the financial year ended on March 31, 2016, four Board Meetings were held. Further, details of the meetings, including the dates of the meetings, of the Board and its Committees are given in Corporate Governance Report, forming part of the Annual Report.
AUDIT COMMITTEE
The Audit Committee of the Company comprises Mr. Gagan Kumar (Chairman), Mr. Lalit Kumar Jain, Independent Directors and Mr. Rohit Bansal, Non-Executive Director. All the recommendations made by the Audit Committee were accepted by the Board. During the year under review, four Audit Committee Meetings were held. Further, details of Meetings of the Audit Committee are given in Corporate Governance Report, forming part of the Annual Report.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to Directorsâ Responsibility Statement, it is hereby confirmed that:
i) in the preparation of the annual accounts for the financial year ended March 31, 2016, the applicable Accounting Standards read with the requirements set out under Schedule III to the Companies Act, 2013, 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, 2016 and of the loss of the Company for the year ended on that date;
iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv) the Directors have prepared the annual accounts of the Company for the financial year ended March 31, 2016 on a âgoing concernâ basis;
v) the Directors have laid down internal financial control to be followed by the Company and that such internal financial control are adequate and were operating effectively; and
vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
RISK MANAGEMENT
The Board of Directors of the Company is responsible for the direction and establishment of internal controls to mitigate material business risks. The Company has formulated and adopted a Risk Management Policy to identify the element of risk for achieving its business objective and to provide reasonable assurance that all the material risks will be mitigated.
INTERNAL FINANCIAL CONTROLS
The Company has adequate system of internal financial controls to safeguard and protect the Company from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the Company also checks and verifies the internal financial control systems and monitors them.
VIGIL MECHANISM
The Company promotes ethical behavior in all its activities. Towards this end, the Company has adopted a policy on vigil mechanism and whistle blower. The Company has constituted an Ethics & Compliance Task Force to process and investigate a protected disclosure made under the policy. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice or victimization. The Audit Committee oversees the Vigil Mechanism. The policy on vigil mechanism and whistle blower is available on the Companyâs website and may be accessed at the link: http:// infomediapress.in/wp-content/uploads/2015/06/Infomedia Vigil Mechanism Policy.pdf.
RELATED PARTY TRANSACTIONS
All the related party transactions were entered on armsâ length basis and were in the ordinary course of business. Further, the transactions with related parties were in compliance with applicable provisions of the Companies Act, 2013 and the Listing Regulations (and erstwhile Listing Agreement entered into with the Stock Exchanges). Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transaction is presented before the Audit Committee on a quarterly basis.
During the year, the Company had not entered into any contract/ arrangement/ transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Also, during the year, there were no contracts/.arrangements/ transactions with Related Parties, which are required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014. The policy on dealing with Related Party Transaction and determining the materiality of related party transactions is posted on the Companyâs website and may be accessed at the link: http://infomediapress.in/wp-content/uploads/2015/06/Infomedia Policy for determining material RPT.pdf
The details of the transactions with Related Parties are provided in Note No. 20 to the financial statement.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place Prevention of Sexual Harassment (POSH) Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy. During the year, no complaint on Sexual Harassment was received.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
The Company has not given any Loans, Investments, Guarantees and Securities therefore this disclosure is not applicable.
AUDITOR & AUDITORSâ REPORT Statutory Auditor
Walker Chandiok & Co LLP Chartered Accountants, New Delhi (ICAI Firm Regn No. 001076N/N500013) were appointed as the Statutory Auditors of the Company for a period of three years at the 59th Annual General Meeting held on September 30, 2014 and the appointment was subject to the ratification at each Annual General Meeting. The Company has received confirmation from them to the effect that the ratification of their appointment would be within the limits prescribed under the Companies Act, 2013 and that they are not disqualified for holding the office of the Auditors. Accordingly, the Board recommends ratification of their appointment as Statutory Auditors of the Company by the members.
The Auditorsâ Report does not contain any qualification. Further the emphasis of matter given in para 9 of the Auditorsâ Report is self-explanatory and does not call for futher comments.
Secretarial Auditor
The Board had appointed Chandrasekaran Associates, Company Secretaries, to conduct the Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016, is annexed herewith and marked as Annexure II. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
PARTICULARS OF EMPLOYEES AND RELATED INFORMATION
None of the employee is in receipt of salary beyond the limits prescribed under section 197(12) of the Companies Act, 2013 read with Rules 5(1), (2) and (3) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
EXTRACT OF ANNUAL RETURN
Extract of the Annual Return in the prescribed format is annexed with this report and marked as Annexure III.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has discontinued its operations, therefore disclosures on Conservation Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are not applicable.
GENERAL
During the year under review:-
1. The Company had not issued any equity shares with differential voting rights as to dividend, voting or otherwise.
2. The Company had not issued any shares (including sweat equity shares) to employees of the Company under any scheme.
3. No significant and/or material order was passed by any Regulator / Court / Tribunal which impacts the going concern status of the Company or its future operations.
4. No fraud has been reported by Auditors to the Audit Committee or the Board.
Acknowledgement
Your Directors wish to place on record their appreciation for the continuous support extended by all the stakeholders and faith reposed in the Company.
For and on behalf of the Board of Directors
Gagan Kumar
Chairman of the Board
Date: April 20, 2016
Place: Noida
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 ÂHolding 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 Âgoing 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