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Directors Report of Next Mediaworks Ltd.

Mar 31, 2016

TO THE MEMBERS,

The Directors have pleasure in presenting their 35th Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2016.

Particulars

Standalone

Consolidated

2015-16

2014-15

2015-16

2014-15"

Income

64.79

-1

7,772.02

6,723.43

Profit / (Loss) before Finance Cost & Exceptional Items

(147.64)

(259.14)

228.35

871.45

Finance Cost

106.62

100.57

553.39

292.34

Profit / (Loss) after Finance Cost but before Exceptional Items

(254.26)

(359.71)

(325.04)

579.11

Exceptional Items

-

-

-

-

Profit / (Loss) before tax

(254.26)

(359.71)

(325.04)

579.11

Tax Expense

-

111.30

3,745.41

377.30

Profit / (Loss) after tax

(254.26)

(471.01)

(4,070.45)

201.80

Extra-Ordinary Item

11,709.54

-

5,489.67

-

Net Profit / (Loss) for the year

(11,963.80)

(471.01)

(9,560.12)

201.80

During the year under review, on a standalone basis, your Company generated business income of Rs,65 lacs and posted loss of RS,11,964 lakh as against RS,471 lakhs in the previous year. The Company has provided an amount of RS,11,710 Lacs (appearing as Extra-Ordinary Item in the above table) on account of diminution in the value of the Company''s investment in its subsidiary viz. Next Radio Limited ("NRL"). The said diminution is pursuant to the approval of Scheme of Capital Reduction (the "Scheme") of NRL by the Hon''ble High Court at Bombay on 1st April 2016. As per the Scheme, 68.14 equity shares for every 100 equity shares of NRL were cancelled against the accumulated losses of NRL.

On a consolidated basis, your Company''s income from operation increased by 16% over the previous year and stood at RS,7,772 Lacs. The Company posted loss of RS,9,560 Lacs as against profit of RS,202 Lacs in the previous year. On account of the approval of the Scheme of Capital Reduction of NRL by the Hon''ble

High Court at Bombay, as explained in the above para, the goodwill amounting to RS,5,490 Lacs recognized on consolidation of accounts has been written-off fully.

2. OPERATIONAL PERFORMANCE:

Your Company operates through its subsidiary viz. Next Radio Limited ("NRL"). NRL is into the business of FM radio broadcasting. It was among the first private players to venture into private FM broadcasting and has established "Radio One" as the premium FM Brand in top 7 cities of the country viz. (i) Delhi, (ii) Mumbai, (iii) Chennai, (iv) Kolkata, (v) Bangalore, (vi) Pune, and (vii) Ahmadabad. NRL operates under frequency 94.3 MHz in all its cities except for the city of Ahmadabad where it operates under the frequency 95 MHz.

During the year under review, NRL migrated its existing licenses in all the seven (7) cities from Phase-II to Phase-III. The said licenses, allotted to NRL by the Ministry of Information & Broadcasting ("MIB"), are valid for a period of fifteen (15) years. The financial year 201516 was an important year since successful migration of all the licenses has given NRL a huge opportunity to run its business for another 15 years. In order to migrate into Phase-III, NRL was required to pay One Time Migration Fees. These fees were funded by debt availed by NRL from bank and by issue of preference shares to Rakesh Jhunjhunwala. NRL also paid fees for migration and the annual license fees in advance. As a result, there has been an increase in the finance cost of NRL.

Despite the growing market competition, the revenues of NRL have shown increase. During the year under review, NRL earned revenues of RS,7,618.23 Lacs as against RS,6,542.88 Lacs in the previous year. On a positive note, it is worth mentioning that the revenues of NRL have also shown consistent increase over the past years. The revenues of NRL increased by 16% in 2013-14, by 11% in 2014-15 and by 16% in 2015-16 which is significantly higher than the market growth.

3. DIVIDEND:

In view of the loss incurred by the Company during the year under review, your Directors do not recommend any dividend for the financial year ended 31st March 2016.

4. FINANCE:

During the year under review, your Company did not raise any capital from the capital markets either by way of issue of equity shares / ADR / GDR / or any debt by way of debentures.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR AND DATE OF REPORT:

During the year under review, the Board of Directors of Next Radio Limited ("NRL") (the Company''s subsidiary) approved Scheme of Capital Reduction (the "Scheme") for setting-off its accumulated losses against its equity paid up capital. The Scheme was approved by the Hon''ble High Court at Bombay on 1st April 2016. Though there is no impact on the profit and loss account of NRL, the following effects have been given in the Company''s standalone and consolidated accounts:

(a) The value of the Company''s investment in the equity shares of NRL has been impaired to the tune of RS,117.10 Crores in the Company''s standalone financials.

(b) The goodwill amounting to RS,54.90 Crores recognized on consolidation has been written off in the Company''s consolidated financials.

6. DEPOSITORY SYSTEM:

The Company''s equity shares are compulsorily tradable in electronic form. As of 31st March 2016, 99.99%0 of the Company''s total paid-up capital representing 65,333,311 equity shares is in dematerialized form. In view of the benefits offered by the depository system, members holding shares in physical mode are advised to avail the demat facility,

7. PUBLIC DEPOSITS:

Your Company did not invite or accept deposits from public during the year under review.

8. SUBSIDIARY COMPANIES:

During the year under review, the Company has not incorporated / acquired any subsidiary.

The annual audited financial statements of the Company''s subsidiary namely, Next Radio Limited have been included in this Annual Report.

A statement containing salient features of the financial statement and related information of the subsidiaries in the prescribed format AOC-1 is provided in the consolidated financial statements and hence not repeated here for the sake of brevity.

Pursuant to Section 136 of the Companies Act, 2013, the financial statements of the subsidiary companies are kept for inspection by the shareholders at the Registered Office of the Company. The Company shall provide the copy of the financial statements of its subsidiary companies to the shareholders upon their request. The statements are also available on the website of the Company www.nextmediaworks.com under the Investor''s Desk section.

9. CONSOLIDATED FINANCIAL STATEMENTS:

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to the provisions of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India in this regard and forms part of the Annual Report.

10. AUDITED FINANCIAL STATEMENTS OF THE COMPANY''S SUBSIDIARIES:

The audited financial statements, the Auditors Report thereon and the Board''s Report for the year ended 31st March 2016 for the Company''s subsidiary i.e. Next Radio Limited is annexed to this Report. Further a summary of the financial position of all the subsidiaries is also provided in the report.

11. PARTICULARS OF LOANS, GUANARNTEES OR INVESTMENTS:

Particulars of loans, guarantees given and investments made during the year are provided in Notes of the Standalone Financial Statements as required under Section 186 of the Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2015.

12. RELATED PARTY TRANSACTIONS:

AH related party transactions that were entered into during the financial year were in compliance with the requirement of the Companies Act, 2013 and the Rules framed there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. AH Related Party Transactions are placed before the Audit Committee and also the Board, as the case may be, for approval. A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval / noting on a quarterly basis. During the year under review, the contracts or arrangements with related parties referred to in section 188 of Companies Act, 2013 have been on arms'' length and in ordinary course of business and were not material in nature. Accordingly, the particulars of the transactions as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013 are not required to be disclosed as they are not applicable. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website.

13. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

Report on Corporate Governance and Management Discussion and Analysis Report for the year under review, together with a Certificate from the M/s A. Y. Sathe & Co., Company Secretaries regarding compliance of the conditions of Corporate Governance, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

14. ADOPTION OF NEW ARTICLES:

The Companies Act, 2013 has necessitated changes in the Articles of Association of the Company. It is accordingly proposed that a new set of Articles of Association be adopted by the Members and a Resolution to this effect is included at Item No. 4 in the Notice of the Annual General Meeting. The Board recommends the resolution for adoption by the Members.

15. DIRECTORS & KEY MANAGERIAL PERSONNEL:

(a) Directors:

Mr. Narayan Varma, Independent Director, expired on 24th December 2015. The Board expresses its deepest condolences and places on record its appreciation for the services rendered by Mr. Varma during his tenure as an Independent Director of the Company.

As on the date of this report, the Company''s Board consists of the following Independent Directors:

a) Mr. Adille Sumariwalla

b) Mr. Venkat Idupuganti

c) Mr. Dilip Cherian

d) Ms. Monisha Shah

e) Mr. Rajbir Singh Bhandal

In accordance with Section 152 and other applicable provisions of Companies Act, 2013, Mr. Tarique Ansari (DIN: 00101820) - Chairman & Managing Director, retires by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting. The Board commends his re-appointment for your approval.

Note: The office of Mr. Tarique Ansari as the Chairman & Managing Director of the Company expires on 30th June 2016. Further, the re-appointment of Mr. Torque Ansari as the Chairman & Managing Director of the Company for a further period of 3 years effective 1st July 2016 has already been approved by the shareholders at the 34th Annual General Meeting of the Company held on 6th August 2015. The aforementioned reappointment is being commended for shareholders'' approval only for complying with the provisions of Section 152 of the Companies Act, 2013 and shall not be construed as a break in his current tenure.

(b) Key Managerial Personnel:

As on the date of this Report, the following persons have been appointed as the Key Managerial Personnel (KMP) of the Company pursuant to Section 2(51) and 203 of the Companies Act, 2013:

(a) Mr. Tarique Ansari - Chairman & Managing Director

(b) Mr. Ismail Dabhoya - Chief Financial Officer

(c) Mr. Mandar Godbole - Company Secretary & Compliance Officer

During the year, Mr. Manoj Gujaran resigned as the Company Secretary & Compliance Officer of the Company. Mr. Mandar Godbole was appointed as the Company Secretary & Compliance Officer of the Company effective 1st June 2015.

16. BOARD & COMMITTEE MEETINGS:

During the year under review, the following Board / Committee Meetings were convened and held:

(a) Five (5) Board Meetings were held, details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

(b) Five (5) Audit Committee Meetings were held, details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

(c) One (1) Nomination & Remuneration Committee Meeting was held, details of which are given in the Corporate Governance Report.

17. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee and the Nomination & Remuneration Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

18. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Since the Company functions through its subsidiary viz. Next Radio Limited which is into FM broadcasting business, the familiarization programme aims to provide Independent Directors with the radio industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The policy on Company''s familiarization programme for Independent Directors is posted on the Company''s website at www.nextmediaworks.com.

19. REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and is also available on the Company''s Website at www.nextmediaworks.com.

20. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) 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 your Company as at 31st March, 2016 and of the profit and loss of the Company for the financial year ended 31st March, 2016;

(c) proper and sufficient care has been taken 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;

(d) the annual accounts have been prepared on a ''going concern'' basis;

(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

21. STATUTORY AUDITORS:

M/s. Haribhakti & Co. LLP, Chartered Accountants, (Firm Registration No. 103523W), Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. A certificate to the effect that their appointment, if made, will be within the limits prescribed under Section 141 of the Companies Act,

2013, has been obtained from them. The Board, on the recommendation of the Audit Committee, recommends the appointment of M/s. Haribhakti & Co. LLP, as the Statutory Auditors of the Company for the financial year 2016-17.

22. STATUTORY AUDITORS'' REPORT ON THE ANNUAL FINANCIAL STATEMENTS:

The Auditors'' Report on the Standalone and Consolidated Annual Accounts do not contain any qualification.

Members'' attention is drawn to "Emphasis of Matter" stated in the Auditor''s Report dated 13th May 2016 on the Standalone Financial Statements and in the Audit Report dated 13th May 2016 on the Consolidated Financial statements for the financial year ended 31st March 2016. The Directors would like to state that the said matters are for the attention of members only and have been explained in detail in the relevant notes to accounts as stated therein and hence require no further clarification.

23. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, the Company had appointed M/s. A. Y. Sathe & Co., Company Secretaries to undertake the Secretarial Audit of the Company for the financial year ended 31st March 2016. The Report of the Secretarial Audit is annexed herewith as Annexure ''A''. With reference to the observation made by the Secretarial Audit Report dated 13th May 2016 on the notice received by the Company from the National Stock Exchange of India ("NSE"), we wish to state that the Company had received the said notice regarding non-compliance of Clause 41 of the erstwhile Listing Agreement pertaining to issuance of notice of the Board Meeting. Your Directors would like to state that the Company had inadvertently issued the said notice six days prior to the date of the Board Meeting instead of the requirement of seven days prior notice. The Company had replied to the said notice and no further notice / action has been issued / taken by NSE.

24. INTERNAL FINANCIAL CONTROL SYSTEM:

According to Section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Company''s internal financial control system also comprises of compliances with the Company''s policies and Standard Operating Procedures (SOPs), which is further reviewed by M/s T. R. Chadha & Co., LLP, the Internal Auditors. The Internal Auditors independently evaluate the adequacy of internal controls.

25. ADEQUACY OF INTERNAL FINANCIAL CONTROLS IN RELATION TO FINANCIAL STATEMENTS:

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company. The system should be designed and operated effectively. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board''s report. To ensure effective Internal Financial Controls, the Company has laid down the following measures:

- All operations are executed through Standard Operating Procedures (SOPs) in all functional activities for which key manuals have been put in place. The manuals are updated and validated periodically.

- All legal and statutory compliances are ensured on a monthly basis for all locations in India through a fully automated tool. Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately.

- Approval of all transactions is ensured through a preapproved delegation of authority schedule. The schedule is reviewed periodically by the management and compliance of the same is regularly checked and monitored by the auditors.

- The Company follows a robust internal audit process wherein audits are conducted on a regular basis throughout the year by the Internal Auditors as per agreed audit plan.

- The audit reports of the Internal Auditors are submitted to the Audit Committee and the Board for review and necessary action.

- The Company has a comprehensive risk management framework.

- The Company has a robust mechanism of building budgets at an integrated cross- functional level. The budgets are reviewed on a monthly basis so as to analyze the performance and take corrective action, wherever required.

- The Company has in place a well-defined Whistle Blower Policy / Vigil Mechanism.

- The Company has a system of Internal Business Reviews. All departmental heads discuss their business issues and future plans in monthly review meetings. They review their achievements in quarterly review meetings.

- Compliance of the secretarial functions is ensured by way of secretarial audit.

26. EXTRACT OF ANNUAL RETURN:

Pursuant to sub-section 3(a) of section 134 and sub-section (3) of section 92 of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extract of the annual return as on 31st March, 2016 forms part of this report as Annexure ''B''.

27. EMPLOYEE STOCK OPTION PLAN:

During the year, 66,660 options were exercised by one (1) employee pursuant to the Company''s Employee Stock Option Scheme 2012 after the same were vested.

The applicable disclosures as stipulated under the SEBI Regulations as on 31st March 2016 with regard to Employees Stock Option Plan are provided in Annexure ''C'' to this report.

28. EMPLOYEE REMUNERATION:

The ratio of the remuneration of each director to the median employee''s remuneration and other details in terms of sub-section (12) of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming the part of this report as Annexure ''D''. The Company does not have any employees, apart from the employees mentioned in Annexure ''D''.

29. SEXUAL HARRASMENT POLICY:

During the year under review the Company has not received any complaint from the employees related to sexual harassment. The Company has in place sexual harassment policy which is available on the Company''s website.

30. RISK MANAGEMENT:

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has, on 23rd January, 2015, constituted a Risk Management Committee comprising of the following persons viz. (i) Mr. I. Venkat -Independent Director, (ii) Ms. Monisha Shah - Independent Director and (iii) Mr. Ismail Dabhoya - Chief Financial Officer as its members.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are periodically discussed at the meetings of the Company.

31. VIGIL MECHANISM:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report.

32. ENERGY CONVERSATION, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

A. Conversation of Energy: NIL

B. Technology Absorption: NIL

C. Foreign Exchange Earning: NIL

D. Foreign Exchange Outgo: NIL

For Next Mediaworks Limited

Sd/-

Tarique Ansari

Chairman & Managing Director

(DIN: 00101820)

Place: Mumbai

Date: 13th May 2016


Mar 31, 2014

THE MEMBERS,

The Directors are pleased to present the 33rd Annual Report on the business and operations of the Company together with the Audited Financial Accounts for the year ended 31st March 2014.

Financial Performance of the Company: (Rs. in lakhs)

Particulars 2013-14 2012-13

profit before Interest, Depreciation, Taxes & Exceptional Items (261.03) (144.82)

Less : Interest 90.47 117.32

Depreciation 0.57 27.30

Less: Exceptional Item - (161.71)

profit / Loss before taxes (352.07) (127.73)

Less: Provision for Taxation - (30.47)

Net profit / Loss after Tax (352.07) (97.26)

As required under the Accounting Standards, related party transactions, calculation of earnings per share, provision of deferred tax liability and Consolidated Accounts of the Company and its four subsidiaries are made a part of the Annual Report. The consolidated statements of the Company have been prepared in accordance with Accounting Standard 21 on Consolidated Financial Statements. Also the financial performance is discussed in detail in the Management Discussion and Analysis Report which forms the part of the Annual Report.

Company Performance:

During the year under review, the Company has incurred a loss of Rs. 352.07 lakhs from Loss of Rs. 127.73 lakhs in last year. The Company made a net loss after tax of Rs. 352.07 in FY 2013-14 as compared to Rs. 97.26 lakhs in FY 2012- 13. Your Directors are continuously looking for avenues for future growth of the Company.

Consolidated Financial Statements:

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 32 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India in this regard. The Auditors Report to the shareholders thereupon does not contain any qualification.

- Total Income grew by 13% from Rs. 5217.88 lakhs in FY 2012-13 To Rs. 5896.56 lakhs in FY 2013-14.

- profit Before Tax (PBT) stands at Rs. 132.84 lakhs in the FY 2013-14 from the loss of Rs. 484.94 lakhs in FY 2012-13

- During the Current Year, the Loss has been reduced from Rs. 724.97 lakhs in FY 2012-13 to Rs. 99.14 lakhs in FY 2013-14.

- During the year the Long Term Borrowing has been reduced from Rs. 1933.23 lakhs to Rs. 1471.27 lakhs.

Dividend:

In view of the losses during the year and in order to preserve cash for the operating businesses, your Directors do not recommend any dividend for the financial year 2013 - 2014.

Fixed Deposits:

Your company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the balance sheet date.

Directors:

In terms of the Articles of Association, Mr. I. Venkat, and Mr. Dilip Cherian, Directors retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Audit Committee:

The Audit Committee of the Company presently comprises of Mr. Narayan Varma (Chairman), Mr. I.Venkat, Mr. Tarique Ansari and Mr. Adille Sumariwalla. The Internal Auditors of the Company M/S T.R.Chaddha & Co. report directly to the Audit Committee. Brief description of the terms of reference of the Audit Committee has been furnished in the Report on Corporate Governance.

Buy-Back of Shares:

During the financial year under review, the Company has not offered to buy-back any of its outstanding shares.

Share Capital & Listing of Securities:

The equity shares of the Company are listed and admitted to dealings on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) and the Annual Listing has been paid to each exchange before 30th April, 2014.

Corporate Governance:

A separate report on Corporate Governance is enclosed as a part of the Annual Report alongwith the Certifcate of the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges.

Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the financial year required as per the Clause 49 of the Listing Agreement is hereby annexed as a separate section forming part of the Annual Report.

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- 1. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

2. They have, in selection of the accounting policies, consulted the Statutory Auditors and have 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 the profit of the Company for that year;

3. 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;

4. They have prepared the annual accounts on a going concern basis.

5. Proper systems are in place to ensure compliance of all laws applicable to the Company.

Auditors:

The auditors, M/s Haribhakti & Co., Chartered Accountants, retire as auditors of the Company at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

The Company has received letter from the Auditor that their re-appointment, if made, would be within the prescribed limite under section 141(3)(g) of the Companies Act, 2013 and they are not disQualified for re-appointment.

Auditors'' Observation in their Report:

The Company''s exposure in its subsidiary Next Radio Limited through investments aggregating Rs. 15,602.86 lakhs as on March 31, 2014. Though net worth of the subsidiary is substantially eroded, no provision for impairment on this account as well as on goodwill on consolidation is considered necessary by the management taking into consideration the nature of Radio business and improvement in performance of the subsidiary.

As on 31st March 2014, the Company has recognized Deferred Tax Assets of Rs. 110.02 Lacs on unabsorbed Business Losses/ unabsorbed Depreciation on the basis of expected profits in future. This is not in accordance with Accounting Standard 22 on "Accounting for Taxes on Income" which requires that such assets should be recognized to the extent that there is virtual certainty supported by convincing evidence that the future taxable income will be available against which such assets can be realized. In our opinion such expectation cannot be considered as virtual certainty to recognize such assets. Consequently the relevant asset and the reserves and surplus are overstated by Rs. 110.02 lacs.

Subsidiary Companies:

As required under section 212 (1) (e) of the Companies Act, 1956, the audited statements of accounts, along with the Directors Report and the Auditors Report relating to the Company''s operating subsidiary Next Radio Limited and a summary of the financial statements relating to the Company''s subsidiaries Digital One Private Limited, One Audio Limited, Next Outdoor Limited thereon for the year ended March 31, 2014 are annexed.

Next Radio Limited is the Company''s wholly owned subsidiary. Next Radio Limited recorded total revenue of Rs. 5897 lakhs, EBITDA stood up at Rs. 2081 lakhs and this year Next Radio Limited has made a turnaround profit of Rs. 254 lakhs as against the loss of Rs. 627 lakhs in the previous financial year.

The Ministry of Corporate Affairs, vide its Circular No.2/2011 dated February 08, 2011, has granted general exemption under Section 212(8) of the Companies Act, 1956, for not attaching annual reports of subsidiary companies subject to certain conditions being fulfilled by the Company. As required under the said circular, the Board of Directors, at its meeting held on April 29, 2014, passed a resolution giving consent for not attaching the Balance Sheet of the subsidiary companies. The shareholders who wish to have a copy of the full report and accounts of the subsidiaries will be provided the same on the receipt of a written request from them. These documents will be placed on the Company''s website viz. www.nextmediaworks.com and will be available for inspection by any shareholder at the registered office of the Company.

Particulars of Employees:

Since there are no eligible employees, the provisions laid down in Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 shall not be applicable.

Conservation of Energy, Technology Absorption and Foreign Exchange earning and outgo:

a) Conservation of Energy : NIL

b) Technology Abs orption : NIL

c) Foreign Exchange Earning : NIL

d) Foreign Exchange Outgo : NIL

Acknowledgement:

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from the banks, customers, advertisers, advertising agencies, bankers, Government Authorities and all the local authorities. Your Directors also thank all the shareholders for their continued support and all the employees of the Company for their valuable services during the year.

For and on behalf of the Board Tarique Ansari Narayan Varma Chairman & Managing Director Director

Place: Mumbai Date: April 29, 2014


Mar 31, 2013

TO THE MEMBERS,

The Directors hereby present their 32nd Annual Report on the business and operations of the Company together with the Audited Financial Accounts for the year ended 31st March 2013.

Financial Performance

(Rs. in Lakhs) Particulars 2012-13 2011-12

Profit before Interest, Depreciation, Taxes & Amortization (144.82) (102.30)

Less: Interest 117.32 177.92

Depreciation 27.30 2.97

Less: Exceptional Item (161.71)

Profit/(Loss) before taxes (127.73) (283.19)

Less: Provision for Taxation (30.47) (77.72)

Net Profit/ (Net Loss) after Tax (97.26) (205.47)

As required under the Accounting Standards, related party transactions, calculation of earnings per share, provision of deferred tax liability and Consolidated Accounts of the Company and its four subsidiaries are made a part of the Annual Report. The consolidated statements of the company have been prepared in accordance with Accounting Standard 21 on Consolidated Financial Statements.

Company Performance

The Loss Before Taxes for the FY 2012-13 has reduced to Rs. 127.73 lakhs as compared to Rs. 283.19 lakhs in the FY 2011-12. The Company made a net loss after tax of Rs. 97.26 lakhs in FY 2012-13 as compared to Rs. 205.47 lakhs in FY 2011-12.

Dividend

In view of the losses during the year and in order to preserve cash for the operating businesses, your Directors do not recommend any dividend for the financial year 2012-2013.

Fixed Deposits

Your company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the balance sheet date.

Share Capital

During the year paid up capital of the company has increased by Rs. 6 crores on account of conversion of unsecured loan of Rs. 6 crores extended to the company by the promoter group companies by allotment of 60,00,000 equity shares of Rs. 10 each having face value of Rs. 10 each to the promoter group companies.

Directors

In accordance with the provisions of the Companies Act, 1956 and Articles of Association, Mr. Rajbir Singh Bhandal, and Ms. Monisha Shah, Director retire by rotation and are eligible for re-appointment.

Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance Practices followed by the Company together with a certificate from the Company''s Auditors confirming compliance is set out in the Annexure forming part of this Report.

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-

1. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

2. They have, in selection of the accounting policies, consulted the Statutory Auditors and have 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 the profit of the Company for that year;

3. 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;

4. They have prepared the annual accounts on a going concern basis.

Auditors

The auditors, M/s Haribhakti & Co., Chartered Accountants, retire as auditors of the Company at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

Auditors'' Observation in their Report

The Company''s exposure in its subsidiary Next Radio Limited (Formerly known as Radio One limited) through investments Rs. 15602.85 lakhs. Though net worth of the subsidiary is substantially eroded and the Company has been incurring constant losses, however no provision for impairment on this account is considered necessary by the management taking in to consideration the nature of Radio business and gradual improvement in performance of the subsidiary.

As on March 31, 2013, the Company has accounted for Rs. 110.02 lakhs as Deferred Tax Asset. The Company has started the digital business in the last financial year. However, as the Company has incurred losses in the said business activity, the Company has concluded the said digital business in the financial year 2012-13. The Company has operationalised strategy to get into new lines of business going forward. The Board reviews the carrying amount of Deferred Tax Assets at each Balance Sheet date and reviews the performance of the Company vis-a-vis the plan to arrive at a conclusion for carrying forward and creating a further Deferred Tax Asset.

As the Board is virtually certain that there will be sufficient future taxable income against which the Deferred Tax Asset can be realized, the Company has decided to recognize the Deferred Tax Asset for the carry forward loss.

Subsidiary Companies

As required under section 212 (1) (e) of the Companies Act, 1956, the audited statements of accounts, along with the report of the Board of Directors relating to the Company''s subsidiaries, Next Radio Limited (Formerly Radio One Limited), Digital One Private Ltd-(Formerly Mid Day Broadcasting South (India) Private Limited), One Audio Limited (Formerly Mid Day Radio North (India) Limited), Next Outdoor Ltd (Formerly Mid Day Outdoor Limited) and respective Auditors'' Reports thereon for the year ended March 31, 2013 are annexed.

Particulars of Employees

Since there are no eligible employees, the provisions laid down in Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 shall not be applicable.

Conservation of Energy, Technology Absorption and Foreign Exchange earning and outgo:

a) Conservation of Energy : NIL

b) Technology Absorption : NIL

c) Foreign Exchange Earning : NIL

d) Foreign Exchange Outgo : NIL

Acknowledgement

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co- operation received from the banks, customers, advertisers, advertising agencies, bankers, Government Authorities and all the local authorities. Your Directors also thank all the shareholders for their continued support and all the employees of the Company for their valuable services during the year.

For and on behalf of the Board of Directors Tarique Ansari Chairman & Managing Director

Place : Mumbai

Date: April 25, 2013


Mar 31, 2012

The Directors hereby present their 31st Annual Report on the business and operations of the Company together with the Audited Financial Accounts for the year ended 31st March 2012.

Financial Performance (Rs. In Lakhs)

Particulars 2011-12 2010-11

Profit before Interest, Depreciation, Taxes & Exceptional Items (102) 182

Less : Interest 178 18

Depreciation 3 1

Less: Exceptional Item - 1753

Profit before taxes (283) (1590)

Less: Provision for Taxation (78) 55

Net Profit after Tax (205) (1645)

As required under the Accounting Standards, related party transactions, calculation of earnings per share, provision of deferred tax liability and Consolidated Accounts of the Company and its four subsidiaries are made a part of the Annual Report. The consolidated statements of the company have been prepared in accordance with Accounting Standard 21 on Consolidated Financial Statements.

Company Performance

During the year under review, the Company has incurred a loss of Rs. 205 lakhs from Loss of Rs. 1645 in last year. Your Directors are continuously looking for avenues for future growth of the Company.

The Company launched a digital radio business under the "India One" brand. The application is available on all i-pad, i-phone and most recently to blackberry OS7 users.

Dividend

In view of the losses during the year and in order to preserve cash for the operating businesses, your Directors do not recommend any dividend for the financial year 2011-2012.

Fixed Deposits

Your company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the balance sheet date.

Directors

In accordance with the provisions of the Companies Act, 1956 and Articles of Association, Mr. I. Venkat, and Mr. Dilip Cherian, Directors retire by rotation and are eligible for re-appointment.

Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance Practices followed by the Company together with a certificate from the Company's Auditors confirming compliance is set out in the Annexure forming part of this Report.

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-

1. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

2. They have, in selection of the accounting policies, consulted the Statutory Auditors and have 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 the profit of the Company for that year;

3. 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;

4. They have prepared the annual accounts on a going concern basis.

Auditors

The auditors, M/s Haribhakti & Co., Chartered Accountants, retire as auditors of the Company at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

Auditors' Observation in their Report

The company's exposure in its subsidiary Radio One Ltd. (Formerly known as Radio Mid-Day West (India) Ltd) through

investments and loans aggregate Rs. 1,531,400,334 (investment Rs. 1,382,491,498 and loan Rs. 148,908,836). Though net worth of the subsidiary is substantially eroded and the company has been incurring constant losses, however no provision for impairment on this account is considered necessary by the management taking in to consideration the nature of Radio business and gradual improvement in performance of the subsidiary.

As on March 31, 2012, the Company has accounted for Rs. 85,40,663/- Lacs as Deferred Tax Asset. The company has started digital business in current year and losses during the year were on account of setting up of new business and which is expected to generate substantial revenue going forward. The Board reviews the carrying amount of Deferred Tax Assets at each Balance Sheet date and reviews the performance of the Company vis-a-vis the plan to arrive at a conclusion for carrying forward and creating a further Deferred Tax Asset.

As the Board is virtually certain that there will be sufficient future taxable income against which the Deferred Tax Asset can be realized, the Company has decided to recognize the Deferred Tax Asset for the carry forward loss.

Employee Stock Option Scheme

The management is in the process of formulating Combined ESOP Scheme for the company and its subsidiaries. Subsidiary Companies

As required under section 212 (1) (e) of the Companies Act, 1956, the audited statements of accounts, along with the report of the Board of Directors relating to the Company's subsidiaries, Radio One Ltd (Formerly Radio Mid Day West (India) Limited), Digital One Private Ltd (Formerly Mid Day Broadcasting South (India) Private Limited), One Audio Limited (Formerly Mid Day Radio North (India) Limited), Next Outdoor Ltd (Formerly Mid Day Outdoor Limited) and respective Auditor Reports thereon for the year ended March 31, 2012 are annexed.

Particulars of Employees

Since there are no eligible employees, the provisions laid down in Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 shall not be applicable.

Conservation of Energy, Technology Absorption and Foreign Exchange earning and outgo

a) Conservation of Energy : NIL

b) Technology Absorption : NIL

c) Foreign Exchange Earning : NIL

d) Foreign Exchange Outgo : NIL

Acknowledgement

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co- operation received from the banks, customers, advertisers, advertising agencies, bankers, Government Authorities and all the local authorities. Your Directors also thank all the shareholders for their continued support and all the employees of the Company for their valuable services during the year.

For and on behalf of the Board

Tarique Ansari

Chairman & Managing Director

Place : Mumbai

Date: May 8, 2012


Mar 31, 2011

TO THE MEMBERS,

The Directors hereby present their 30th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended 31st March 2011.

Financial Performance

(Rs. In Lakhs)

Particulars 2010-11 2009-10

Profit before Interest, Depreciation, Taxes & Exceptional Items 182 372

Less : Interest 18 121

Depreciation 1 1

Less: Exceptional Item 1753 -

Profit before taxes (1590) 250

Less: Provision for Taxation 55 54

Net Profit after Tax (1645) 196

Add: Balance brought from the previous year 2614 2418

Total 969 2614

Profit available for appropriation 969 2614

As required under the Accounting Standards, related party transactions, calculation of earnings per share, provision of deferred tax liability and Consolidated Accounts of the Company and its four subsidiaries are made a part of the Annual Report. The consolidated statements of the company have been prepared in accordance with Accounting Standard 21 on Consolidated Financial Statements.

Company Performance

In the present year under review, the Company's print and publishing subsidiary “Mid-day Infomedia Ltd” was fully transferred to Jagran Prakashan Ltd vide its scheme of demerger; and therefore; the Company only had radio business through its subsidiary, Radio One Ltd (formerly Radio Mid-day West (India) Ltd. The Company during the year incurred a Net Loss After Tax of Rs. 1645 lakhs as against a Net profit of Rs. 196 lakhs due to Loss on Demerger of Mid-day Infomedia Ltd (Exceptional Item) amounting to Rs. 1753 lakhs (please refer point 2 of Schedule M (Notes to Accounts) for details). In view of the above, the current year figures are not comparable to the previous year figures.

Demerger of Print Business

Pursuant to the Scheme of Arrangement between the Company and Jagran Prakashan Limited (“JPL”) and their respective Shareholders and Creditors ("The Scheme"), which was approved by the respective Hon'ble High Court of Judicature of Bombay and Allahabad, the entire print and publishing business of the Company along with all the related licences, trade marks, logos etc was transferred in the name of Jagran Prakashan Limited w.e.f 1st April 2010.

Change in Name of the Company:-

Pursuant to the demerger of the print business, the name “MiD DAY” and its Logo were also transferred to Jagran Prakashan Limited. In order to avoid any disruption in the use of the name “MiD DAY” and its Logo, the Company's name has been changed to “Next Mediaworks Ltd” w.e.f 26th April 2011.

Dividend

In view of the losses during the year and inorder to preserve cash for the operating businesses, your Directors do not recommend any dividend for the financial year 2010-2011

Fixed Deposits

Your company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the balance sheet date.

Directors

In accordance with the provisions of the Companies Act, 1956 and Articles of Association, Mr. Narayan Varma and Mr. Nana Chudasama, Directors retire by rotation and are eligible for re-appointment.

Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance Practices followed by the Company together with a certificate from the Company's Auditors confirming compliance is set out in the Annexure forming part of this Report.

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- 1. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

2. They have, in selection of the accounting policies, consulted the Statutory Auditors and have 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 the profit of the Company for that year;

3. 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;

4. They have prepared the annual accounts on a going concern basis.

Auditors

The auditors, M/s Haribhakti & Co., Chartered Accountants, retire as auditors of the Company at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

Employee Stock Option Scheme

The Company had floated the ESOP Scheme 2005 for employees of the Company and its subsidiary companies. Pursuant to the Scheme of Demerger, all employees in the Company's print and publishing entity were also transferred w.e.f.1st April 2010 and hence there were no options granted or vested or exercised by any persons. The total options outstanding or exercisable at the beginning of the year and at the end of the year were the same and hence there was neither change in the share capital nor any impact on the net profit or the EPS for the year.

Subsidiary Companies

As required under section 212 (1) (e) of the Companies Act, 1956, the audited statements of accounts, along with the report of the Board of Directors relating to the Company's subsidiaries, Radio One Ltd (Formerly Radio Mid Day West (India) Limited), Digital One Private Ltd (Formerly Mid Day Broadcasting South (India) Private Limited), Mid Day Radio North (India) Limited (Awaiting confirmation for name change), Next Outdoor Ltd (Formerly Mid Day Outdoor Limited) and respective Auditors' Reports thereon for the year ended March 31, 2011 are annexed.

Particulars of Employees

Since there are no eligible employees, the provisions laid down in Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 shall not be applicable.

Conservation of Energy, Technology Absorption and Foreign Exchange earning and outgo

a) Conservation of Energy : NIL

b) Technology Absorption : NIL

c) Foreign Exchange Earning : NIL

d) Foreign Exchange Outgo : NIL

Acknowledgement

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from the banks, customers, advertisers, advertising agencies, bankers, Government Authorities and all the local authorities. Your Directors also thank all the shareholders for their continued support and all the employees of the Company for their valuable services during the year.

For and on behalf of the Board of Directors Next Mediaworks Limited

Tarique Ansari Chairman & Managing Director

Place : Mumbai Date : May 5, 2011


Mar 31, 2010

The Directors hereby present their 29th Annual Report on the business and operations of the Company together with the Audited Financial Accounts for the year ended 31st March 2010.

Note: Previous years’ figures are not comparable as in last year there was 3 months operation of publishing business.

As required under the Accounting Standards, Segment-wise financial statements, related party transactions, calculation of earnings per share, provision of deferred tax liability and Consolidated Accounts of the Company and its four subsidiaries are made a part of the Annual Report. The consolidated statements of the company have been prepared in accordance with Accounting Standard 21 on Consolidated Financial Statements.

Company Performance

The Company is operating in Publishing Business and Radio Business through its subsidiaries, Midday Infomedia Limited and Radio Mid- Day West (India) Limited respectively. Operations in the company represent income & expense from financial and investment activities with its subsidiaries. The Company has recorded a Net Profit after Tax of Rs. 196 Lakh for FY 2009-10 as against loss of Rs. 1,358 Lakh during Last year.

Scheme of Arrangement

The Scheme has been approved by the respective boards of Mid-Day Multimedia Limited and Jagran Prakashan Limited .

This Scheme proposes to demerge the investment arm of Mid-Day Multimedia Limited, holding investment in Midday Infomedia Limited, comprising of the entire Publishing Business and all the assets, rights, claims, title, interest, licenses, liabilities and authorities pertaining to the Publishing Business (“Demerged Undertaking”) and transfer it to Jagran Prakashan Limited. The proposed demerger of the Demerged Undertaking envisaged in this Scheme, is aimed at achieving the following business and commercial objectives and is expected to result in the following benefits for MML and the Transferee Company:

- Demerger of the Demerged Undertaking would enable MML to streamline its operations by being focused in the Radio Business and explore strategic options to grow the Radio Business and to rationalize its management, businesses and finances;

- The Transferee Company’s existing management expertise and quality system in the print media sector are expected to further enhance the performance of the Print Business.

- The strong marketing network across the country of the Transferee Company is expected to bring to the Print Business new advertisers and thus increase the advertisement revenue.

- The Transferee Company is expected to pass on the benefits of scale of economy to the Demerged Undertaking which along with the Transferee Company is also expected to benefit from various other synergies between the two resulting in cost savings.

- The pan India presence of the Transferee Company through its various publication brands and other media related businesses and the resources at its disposal will help in meeting more effectively the high intensity competition in Mumbai being faced by the Print Business and in rapid expansion of various publication brands, internet properties and other related activities of MIFL, thereby enhancing the value of MIFL and its own business in the interest of all the stake holders of both the companies.

The respective boards of directors feel that the Scheme is beneficial to the respective shareholders, creditors, employees and all stakeholders of MML as well as the Transferee Company. The Scheme is expected to contribute in furthering and fulfilling the objects of both the companies and in the growth and development of their respective businesses

Dividend

In order to preserve cash for the operating businesses, your Directors do not recommend any dividend for the financial year 2009-2010.

Fixed Deposits

Your company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the balance sheet date.

Directors

In accordance with the provisions of the Companies Act, 1956 and Articles of Association, Mr. Khalid Ansari and Mr. Adille Sumariwalla, directors retire by rotation and are eligible for re-appointment.

Mr. I. Venkat has been appointed as an additional Director of the Company with effect from 29.10.2009.

Mr. Dilip Cherian has been appointed as an additional Director of the Company with effect from 28.01.2010.

Mr. Nikhil Khattau has resigned as a Director from the Board as well as from the Remuneration Committee w.e.f. 24.02.2010.

Mr. Rakesh Jhunjhunwala has resigned as a Director of the company on 20.04.2010

Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance Practices followed by the Company together with a certificate from the Company’s Auditors confirming compliance is set out in the Annexure forming part of this Report.

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- 1. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

2. They have, in selection of the accounting policies, consulted the Statutory Auditors and have 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 the profit of the Company for that year;

3. 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;

4. They have prepared the annual accounts on a going concern basis.

Auditors

The auditors, M/s Haribhakti & Co., Chartered Accountants, retire as auditors of the Company at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

Subsidiary Companies

As required under section 212 (1) (e) of the Companies Act, 1956, the audited statements of accounts, along with the report of the Board of Directors and respective Auditors’ Reports thereon for the year ended March 31, 2010 relating to the following subsidiaries of the Company are annexed.

- Midday Infomedia Limited

- Radio Mid-Day West (India) Limited

- Mid-Day Broadcasting South (India) Private Limited

- Mid-Day Radio North (India) Limited, Mid Day Outdoor Limited

Particulars of Employees

Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, forms part of the Directors’ Report. However, as per provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956 the Annual Report is being sent to all shareholders of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, particulars relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are also annexed.

Acknowledgement

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from the banks, customers, advertisers, advertising agencies, bankers, Government Authorities and all the local authorities. Your Directors also thank all the shareholders for their continued support and all the employees of the Company for their valuable services during the year.

.

For and on behalf of the Board of Directors Of Mid-Day Multimedia Limited

Khalid A.H. Ansari

Chairman

Place : Mumbai Date : May 5, 2010

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