Notes to Accounts of Next Mediaworks Ltd.

Mar 31, 2018

Corporate Information

Next Mediaworks Limited (‘the Company’) is a public Company domiciled in India and incorporated under the provisions of Companies Act, 1956.

The company stock is listed on National Stock Exchange (NSE) and Bombay Stock Exchange (BSE)

These financial statements were approved for issue by the Company’s Board of Directors on May 8, 2018.

a Terms / rights attached to equity shares

The company has only one class of equity shares having par value of Rs. 10 per share. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees. The dividend proposed, if any, by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

1 SEGMENT REPORTING

In accordance with Ind AS-108 ‘Operating Segments’, the Company’s business segment is providing management consultancy in India and it has no other primary reportable segments. Accordingly, the segment revenue, segment results, total carrying amount of segment assets and segment liabilities, total cost incurred to acquire segment assets and total amount of charge for depreciation during the year, is as reflected in the Financial Statements as at and for the year ended March 31, 2018. The Company primarily caters to the domestic market and hence there are no reportable geographical segments.

2 CONTINGENT LIABILITIES AND CAPITAL COMMITMENTS

(A) Contingent Liabilities

a. Corporate guarantee issued to banks for Company’s Subsidiary amounting to Rs. 9,500 lakhs (previous year Rs. 9,300 lakhs and as at April 1, 2016 Rs. 9,300 lakhs) for term loan Cash Credit limit facility availed by the subsidiary.

b. In respect of Income Tax demand under dispute Rs. 193.11 lakhs (Previous Year Rs. 193.11 lakhs, as at April 1, 2016 Rs. 265.54 lakhs) against the same the company has paid tax under protest of Rs. 40.46 lakhs (previous year Rs. 40.46 lakhs, as at April 1, 2016 Rs. 40.46 lakhs).

(B) Capital Commitments

Estimated amount of contracts remaining to be executed on capital account is Rs. Nil (Previous Year)

3 DEFERRED TAX

In the absence of reasonable certainty, the Company has not recognised the deferred tax assets (net) amounting to Rs. 234.65 lakhs (Previous year Rs. 150.61 lakhs and as on April 1, 2016 Rs. 74.83 lakhs) arising out of tangible and intangible assets, financial assets, unabsorbed depreciation, brought forward tax losses and other items. the same shall be reassessed at subsequent balance sheet date.

4 RELATED PARTY DISCLOSURES

Names of related parties and related party relationship

a. Subsidiary Companies - Next Radio Limited

One Audio Limited

Digital One Private Limited

Next Outdoor Limited

Syngience Broadcast Ahmedabad Limited

(Subsidiary of Next Radio Limited)

b. Under control of Management - Next Publishing Services Private Limited

Mid-Day Exports Private Limited Inquilab Offset Printers Limited Ferari Investments and Trading Co Private Limited Meridian Holding & Leasing Co Private Limited

c. Key Managerial Personnel - Mr. Tarique Ansari, Managing Director

Mr. Mandar Godbole (till November 24, 2017 )

Mr. Gaurav Sharma (from February 13, 2018)

Mr. Ismail Dabhoya, CFO

d. Independent Directors - Adille Sumariwalla

Dilip Cherian I Venkat

Ms.Monisha Shah Rajbir Singh Bhandal Sunil Dalal

5. EMPLOYEE BENEFITS

The Company has classified the various benefits provided to the employees as under.

a. Defined Benefit Plans Provident Fund

The Company has recognized Rs. 5.72 lakhs in Statement of Profit and Loss towards employer’s contribution to provident fund.

b. Defined Benefit Plans

i. Contribution to Gratuity Fund (Funded Scheme)

The Company has invested in HDFC GROUP Unit Linked Plan- Option A through trust “MidDay Multimedia Ltd Employees Group Gratuity Cum Life Assurance Scheme.

ii. Leave Encashment (Non-funded Scheme)

In accordance with the Ind AS 19, actuarial valuation was performed in respect of the aforesaid defined benefit plans based on the following assumptions:

The expected rate of return on plan assets is based on market expectation at the beginning of the year. The rate of return on risk free investments is taken as reference for this purpose.

The company has based on actuarial Valuations reversed an amount of ‘ 0.04 lakhs on account of leave encashment payable to the employees.

Sensitivity analysis

Significant actuarial assumptions for the determination of the defined obligation are discount rate, expected salary increase and mortality. The sensitivity analyses below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

6 EXPENDITURE IN FOREIGN CURRENCY

Expenditure in Foreign Currency - NIL (Previous Year - NIL)

Earning in Foreign Currency - NIL (Previous Year - NIL)

7 LEASES

Pursuant to Indian Accounting Standard ( Ind AS-17) - Leases, the following information is given In case of assets taken on operating lease

The lease rent and amenities charges recognized in the Statement of Profit and Loss during the year ended March 31, 2018 is Rs. 26.77 lakhs (previous year: Rs. 25.79 Lakhs)

3. Vesting schedule of the ESOP plan is as follow:

12 months from the grant date-33.33%

24 months from the grant date-33.33%

36 months from grant date -33.33%

8 FINANCIAL RISK MANAGEMENT

The Company’s activities expose it to a variety of market risks, liquidity risks and credit risks. This note explains the sources of risk which the entity is exposed to and how the entity manages the risk in the financial statements.

a. Credit risk

Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including investments in debt mutual funds and deposits with banks. The company’s maximum exposure to credit risk is limited to the carrying amount of the financial assets recognised as at March 31, 2018.

Customer credit risk is managed by each business unit subject to the Company’s established policy, procedures and control relating to customer credit risk management. The Company undertakes a detailed review of the credit worthiness of clients before extending credit. Outstanding customer receivables are regularly monitored. The Company believes the concentration of risk with respect to trade receivables as low, as its customers are in several jurisdictions and industries and operate in largely independent markets. Management monitors the Company’s net liquidity position through rolling forecasts based on expected cash flows.

The Company uses the expected credit loss model as per IND AS 109 - ‘Financial Instruments’ to assess the impairment loss or gain. The Company uses a provision matrix to compute the expected credit loss allowance for trade receivables. The provision matrix considers available external and internal credit risk factors and the Company’s historical experience in respect of customers.

b. Liquidity Risk

Liquidity risk is defined as a risk that the Company will not be able to settle or meet its obligations on time. The Company’s treasury department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by the Senior Management.

The Company’s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The company has short term borrowings in the form of loan from related parties. The Company believes that the same can be paid out from internal accruals and mutual fund investments. The Company believes that the working capital is sufficient to meet its current requirements. Accordingly, no liquidity risk is perceived.

At the end of the reporting period the Company held Mutual fund investments of ‘51.80 lakhs (Previous year : Nil, April 1, 2016 : Nil) that are expected to readily generate cash inflows for managing liquidity risk.

Maturities of financial liabilities

The tables below analyze the Company’s Financial liabilities into relevant maturity groupings based on their contractual maturities for all non-derivative financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows.

c. Foreign Currency risk

Foreign currency risk arises due to the fluctuations in foreign currency exchange rates. The Company does not have any material transactions in foreign currencies. Accordingly, its exposure to the foreign currency risk is limited.

d. Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s fixed rate borrowings are carried at amortized cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate on account of a change in market interest rates.

e. Price risk

The Company’s exposure to mutual fund securities arises from investments held by the Company and classified in the balance sheet at fair value through profit or loss. To manage its price risk arising from investments in mutual funds, the Company diversifies its portfolio. Diversification of the portfolio is done in accordance with the framework and policies set by the Board of Directors.

9 CAPITAL MANAGEMENT

The Company manages its capital to ensure that it will continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The Company monitors capital using the gearing ratio.

10 FAIR VALUE MEASUREMENT

The fair values of financial assets and liabilities are included at the amount at which the instrument can be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The following methods and assumptions were used to estimate the fair vales:

a. Fair value of cash and cash equivalents, trade and other current financial assets, trade & other payables and short term borrowings approximate their carrying amounts due to the short maturities of these instruments.

b. The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation techniques:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.

Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

11 RECONCILIATIONS BETWEEN PREVIOUS GAAP AND IND AS

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the reconciliations from Previous GAAP to Ind AS.

Reconciliation of equity as previously reported under Previous GAAP to Ind AS

The Previous GAAP figures hve been reclassified to confim to Ind-AS presentation requirement for the purpose of this note

12 Figures for Previous Year have been regrouped/rearranged wherever required to make them comparable.

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Mar 31, 2016

1. Segment Reporting

The Company has only one segment namely providing management consultancy, hence no separate disclosure of segment wise information has been made.

2A. Contingent Liabilities

a In respect of guarantees issued by Company''s bankers to MSRDC and other authorities for RS, NIL (Previous Year RS, 3.00 lakhs)

b Corporate guarantee issued to banks for Company''s Subsidiary for term loan of RS, 11,193.00 lakhs (Previous Year RS, 412.73 lakhs) and Cash Credit limit of RS, 1,000.00 lakhs.(Previous Year RS, 740.00 lakhs) c In respect of Income Tax demand under dispute (net of advances) RS, 265.64 lakhs (Previous Year RS, 532.49 lakhs) 20B. Estimated amount of contracts remaining to be executed on capital account is RS, Nil(Previous Year RS, Nil)

3. The Board of Directors of the subsidiary company Next Radio Limited has on June 18, 2015 approved a proposal for reduction of capital of the company by cancelling approximately 68 shares out of 100 shares held as on date against the accumulated losses. Pursuant to approval for the same from the Hon''ble High Court on April 1, 2016, the company has provided for RS, 11,709.54 Lacs for provision for diminution in value of investment in Next Radio Limited. This has been disclosed as an extra ordinary item in the financial statement of the company.

4. Related Party Disclosures

Names of related parties and related party relationship

a. Subsidiary Companies - Next Radio Limited (Formerly known as Radio One Limited)

One Audio Limited Digital One Private Limited Next Outdoor Limited

b. Under control of Management - Next Publishing Services Private Limited

Mid-Day Exports Private Limited Inquilab Offset Printers Limited Ferari Investments and Trading Co Private Limited Meridian Holding & Leasing Co Private Limited

c. Key Managerial Personnel - Mr. Tarique Ansari, Managing Director

Compiled by: Dion Global Solutions Limited

MSworks

LIMITED

5. Employee Benefits

The Company has classified the various benefits provided to the employees as under.

a. Defined Contribution Plans Provident Fund

The Company has recognized RS, 6.15 lakhs in Profit & Loss Statement towards employer''s contribution to provident fund.

b. Defined Benefit Plans

i. Contribution to Gratuity Fund (Funded Scheme)

ii. Leave Encashment (Non-funded Scheme)

In accordance with the Accounting Standards (AS 15) (Revised 2005), actuarial valuation was performed in respect of the aforesaid defined benefit plans based on the following assumptions:

Discount Rate - 7.81% pa

Rate of Increase in compensation levels (pa) - 6.00% pa

Attrition Rate - 1.00% pa

The expected rate of return on plan assets is based on market expectation at the beginning of the year. The rate of return on risk free investments is taken as reference for this purpose.

The company has provided an amount of RS, 0.83 lakhs on account of leave encashment payable to the employees.

6. Managerial Remuneration

During the period July 2013 to March 2014 the company has paid remuneration to Managing Director which is in excess of the limit specified in section 197 of the Companies Act, 2013. Pursuant to non-approval of such higher remuneration from Central Government the company has recovered RS, 23.35 Lacs from Managing Director towards such higher remuneration paid.

7. Leases

Pursuant to Accounting Standard (AS-19) - Leases, the following information is given In case of assets taken on operating lease

The lease rent and amenities charges recognized in the Statement of Profit and Loss during the year ended March 31, 2016 is RS,23.68 Lacs (previous year: RS,23.56 Lacs)

8. Figures for Previous Year have been regrouped/rearranged wherever required to make them comparable.

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Mar 31, 2014

1. Corporate Information

Next Mediaworks Limited (''the company'') is a public company domiciled in India and incorporated under the provisions of Companies Act, 1956.

The Company was incorporated for several multimedia activities; including but not limited to; the business as broadcasters, marketers of television programs, television flms and television software, to carry on the business of a Advertising agents, to provide on-line and/or interactive information, online music and news for business and general use, to deal in internet commerce and all internet related activity, the main business being that of printing and publishing.

Pursuant to the Scheme of Arrangement with Jagran Prakashan Limited ("JPL") the entire print and publishing business of the Company, along with all the related licences, trade marks, logos etc transferred in the name of JPL and accordingly the name "MiD DAY" and its Logo were transferred to JPL in order to avoid any disruption in the use of the name "MiD DAY" and its Logo. The Company''s name was thus changed to "Next Mediaworks Ltd".

2. Basis of preparation

The Financial statements of the company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the accounting standard notifed under the Companies (Accounting Standard) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on an accrual basis and under historical cost convention. The accounting policies have been consistently applied by the company and are consistent with those used in previous year.

a. Terms / rights attached to equity shares

The company has only one class of equity shares having par value of Rs. 10 per share. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees. The dividend proposed, if any, by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

3. Contingent Liabilities

a. In respect of guarantees issued by Company''s bankers to MSRDC and other authorities for Rs. 3.00 lakhs (Previous Year Rs. 3.00 lakhs)

b In respect of guarantees issued by the Company''s bankers for company''s subsidiary to government and other parties Rs. 348.37 lakhs (Previous Year Rs. 332.70 lakhs).

c Corporate guarantee issued to banks for Company''s Subsidiary for term loan of Rs. 1031.00 lakhs (Previous Year Rs. 1150.00 lakhs) and Cash Credit limit of Rs. 740.00 lakhs.(Previous Year Rs. 740.00 lakhs)

d In respect of Income Tax demand under dispute (net of advances) Rs. 1454.20 lakhs (Previous Year Rs. 1793.58 lakhs)

4. The company''s exposure in its subsidiary Next Radio Ltd.( Formerly known as Radio One Ltd) limited through investments is Rs. 15,602.86 lakhs . Though net worth of the subsidiary is substantially eroded, 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.

5. In the opinion of the Board of Directors, all assets other than fixed assets have a value on realization in the ordinary course of business atleast equal to the amounts stated in balance sheet.

6. Segment Reporting

The Company has only one segment namely sale of online digital music; hence no separate disclosure of segment wise information has been made.

7. Managerial Remuneration

During the year, the company has paid remuneration to Managing Director which is in excess of the limits specified in Section 198 of the Companies Act. Such higher remuneration is approved by the Remuneration Committee and the Board of Directors. As required under Schedule XIII to the Companies Act, the Company has made an application to the Central Government for the approval of the same. The approval of the members by way of special resolution was taken at the previous Annual General Meeting. Managerial Remuneration debited to Statement of profit and Loss is subject to approval of the Central Government.

8. Related party disclosures

Names of related parties and related party relationship

a. Subsidiary Companies

Next Radio Limited (Formerly known as Radio One Limited) One Audio Limited Digital One Private Limited Next Outdoor Limited

b. Under control of Management

Next Publishing Services Private Limited

Mid-Day Exports Pvt Ltd

Inquilab Offset Printers Ltd

Ferari Investments and Trading Co Pvt Ltd

Meridian Holding & Leasing Co Pvt Ltd

c. Key Managerial Personnel - Mr. Tarique Ansari, Managing Director

9. Employee benefits

The Company has classifed the various benefits provided to the employees as under.

a. Defined Contribution Plans

Provident Fund

The Company has recognized Rs. 7.51 lakhs in profit & Loss Statement towards employer''s contribution to provident fund.

The expected rate of return on plan assets is based on market expectation any the beginning of the year. The rate of return on risk free investments is taken as reference for this purpose.

The company has based on actuarial Valuations charged an amount of Rs. 0.53 lakhs as expenses on account of leave encashment payable to the employees.

10. Figures for Previous Year have been regrouped/rearranged wherever required to make them comparable.

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Mar 31, 2013

1. Corporate Information

Next Mediaworks Limited (''the company'') is a public company domiciled in India and incorporated under the provisions of Companies Act, 1956.

The Company was incorporated for several multimedia activities; including but not limited to; the business as broadcasters, marketers of television programs, television films and television software, to carry on the business of a Advertising agents, to provide on-line and/or interactive information, online music and news for business and general use, to deal in internet commerce and all internet related activity, the main business being that of printing and publishing.

Pursuant to the Scheme of Arrangement with Jagran Prakashan Limited ("JPL") the entire print and publishing business of the Company, along with all the related licences, trade marks, logos etc transferred in the name of JPL and accordingly the name "MiD DAY" and its Logo were transferred to JPL in order to avoid any disruption in the use of the name "MiD DAY" and its Logo. The Company''s name was thus changed to "Next Mediaworks Ltd".

2. Basis of preparation

The Financial statements of the company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the accounting standard notified under the Companies (Accounting Standard) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on an accrual basis and under historical cost convention. The accounting policies have been consistently applied by the company and are consistent with those used in previous year.

3. Related party disclosures

Names of related parties and related party relationship

a. Subsidiary Companies - Next Radio Limited (Formerly known as Radio One Limited)

One Audio Limited Digital One Private Limited Next Outdoor Limited

b. Under control of Management - Next Publishing Services Private Limited

Mid-Day Exports Pvt Ltd

Inquilab Offset Printers Ltd

Ferari Investments and Trading Co Pvt Ltd

Meridian Holding & Leasing Co Pvt Ltd

c. Key Managerial Personnel - Mr. Tarique Ansari, Managing Director

4. Employee Benefits

The Company has classified the various benefits provided to the employees as under.

a. Defined Contribution Plans

Provident Fund

The Company has recognized Rs. 7.87 lakhs in Profit & Loss Statement towards employer''s contribution to provident fund.

b. Defined Benefit Plans

i. Contribution to Gratuity Fund (Funded Scheme)

ii. Leave Encashment (Non-funded Scheme)

In accordance with the Accounting Standards (AS 15) (Revised 2005), actuarial valuation was performed in respect of the aforesaid defined benefit plans based on the following assumptions: Discount Rate - 8.00% pa

Rate of Increase in compensation levels (pa) - 6.00% pa

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Mar 31, 2012

1. Corporate Information

Next Media works Limited ("the company") is a public company domiciled in India and incorporated under the provisions of Companies Act, 1956.

The Company was incorporated for several multimedia activities; including but not limited to; the business as broadcasters, marketers of television programs, television films and television software, to carry on the business of a Advertising agents, to provide on-line and/or interactive information, online music and news for business and general use, to deal in internet commerce and all internet related activity, the main business being that of printing and publishing.

Pursuant to the Scheme of Arrangement with Jagran Prakashan Limited ("JPL") the entire print and publishing business of the Company, along with all the related licenses, trademarks, logos etc transferred in the name of JPL and accordingly the name "MID DAY" and its Logo were transferred to JPL in order to avoid any disruption in the use of the name "MID DAY" and its Logo. The Company's name was thus changed to "Next Media works Ltd".

2. Basis of preparation

The Financial statements of the company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the accounting standard notified under the Companies (Accounting Standard) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on an accrual basis and under historical cost convention. The accounting policies have been consistently applied by the company and are consistent with those used in previous year.

a. Terms / rights attached to equity shares

The company has only one class of equity shares having par value of Rs. 10 per share. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees. The dividend proposed, if any, by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

b. Terms of conversion / redemption of preference shares

0.01% Optionally Convertible Preference shares are convertible in equity shares in the ratio of 1:1 on or after 18 months from the date of allotment.

3. Contingent Liabilities

a. In respect of guarantees issued by Company's bankers to MSRDC and other authorities for Rs. 3,00,000 (Previous Year Rs. 3,00,000)

b. In respect of guarantees issued by the Company's bankers for company's subsidiary to government and other parties Rs. 3,32,70,000 (Previous Year Rs. 3,32,70,000).

c. Corporate guarantee issued to banks for Company's Subsidiary for term loan of Rs. 17,50,00,000 and Cash Credit limit of Rs. 6,40,00,000.

d. In respect of Income Tax demand under dispute (net of advances) Rs. 1,83,11,080 (Previous Year Rs. NIL)

4. The company's exposure in its subsidiary Radio One Ltd.( Formerly known as Radio Mid-Day West ( India) Ltd) limited through investments and loans aggregate Rs. 1,53,14,00,334 (investment Rs. 1,38,24,91,498 and loan Rs. 14,89,08,836). 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.

5. During the year the Company has paid remuneration to Managing Director which is in excess of the limits specified in Section 198 of the Companies Act. Such higher remuneration has been approved by the Remuneration Committee and the Board of Directors. As required under Schedule XIII to the Companies Act, the Company has made an application to the Central Government for the approval of the same. The approval of the members by way of special resolution will be taken at the ensuing Annual General Meeting. Managerial remuneration debited to Statement of Profit and Loss is subject to the above approval from the members and Central Government.

6. In the opinion of the Board of Directors, all assets other than fixed assets have a value on realization in the ordinary course of business at least equal to the amounts stated in balance sheet.

7. Segment Reporting

The Company has only one segment namely sale of online digital music; hence no separate disclosure of segment wise information has been made.

8. Employee Benefits

The Company has classified the various benefits provided to the employees as under.

a. Defined Contribution Plans Provident Fund

The Company has recognized Rs. 727,224 in Profit & Loss Statement towards employer's contribution to provident fund.

b. Defined Benefit Plans

i. Contribution to Gratuity Fund (Funded Scheme)

ii. Leave Encashment (Non-funded Scheme)

In accordance with the Accounting Standards (AS 15) (Revised 2005), actuarial valuation was performed in respect of the aforesaid defined benefit plans based on the following assumptions:

Discount Rate - 8.50% pa

Rate of Increase in compensation levels (pa) - 6.00% pa

The expected rate of return on plan assets is based on market expectation any the beginning of the year. The rate of return on risk free investments is taken as reference for this purpose.

The company has based on actuarial Valuations charged an amount of Rs. 16,132 as expenses on account of leave encashment payable to the employees.

9. Expenditure in Foreign Currency

For Space on Server - Rs. 3,44,405 (Previous Year - Rs. Nil)

For Commission on Sales - Rs. 58,256 (Previous Year - Nil)

Earning in Foreign Currency - - Rs. 1,38,100 (Previous Year - Nil)

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Mar 31, 2011

1. Demerger

Pursuant to Scheme of Arrangement submitted by the company to Honourable High court of Bombay and an order dated October 15th , 2010 of the court, the entire Print & Publishing business of the company stands transferred to and vested in Jagran Prakashan Ltd with effect from the appointed date 01/04/2010. A loss of Rs 17.53 crores as per following details has been debited to P& L A/c as exceptional item. Consequently the figures of the previous year are not comparable with current year.

2. Contingent Liability

a) In respect of guarantees issued by Company's bankers to MSRDC and other authorities for Rs. 3 Lakhs (Rs 3 Lakhs).

b) Corporate guarantee issued to Bank of Baroda for Radio One Ltd.( Formerly known as Radio Mid-Day West ( India) Ltd) against CC limit of Rs. 140 Lakhs (140 Lakhs).

Bank Guarantee issued to Ministry of Information & Broadcasting for Radio One Ltd.( Formerly known as Radio Mid- Day West ( India) Ltd) Rs. 332 Lakhs (332 Lakhs).

Bank Guarantee issued to Phonographic Performance Limited for Radio One Ltd.( Formerly known as Radio Mid-Day West ( India) Ltd). Rs. 0.70 Lakhs (NIL).

Counter guarantee issued to Axis Bank for Radio One Ltd.( Formerly nown as Radio Mid-Day West ( India) Ltd) against term loan of Rs. 2,240 Lakhs (3,000 Lakhs) and corporate guarantee for CC limit of Rs. 500 Lakhs (500 lakhs).

c) Claims against the company in respect of various defamation suits and claims of employees, amount not ascertainable (Previous year Unascertainable)

3. The company's exposure in its subsidiary Radio One Ltd.( Formerly known as Radio Mid-Day West ( India) Ltd) limited through investments and loans aggregate Rs 15,148.99 lakhs (investment Rs. 13,824.91 lakhs and loan Rs.1,324.08 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.

4. The company does not have multiple operating segments hence separate disclosure of the segment wise information is not required.

5. Disclosure with regard to related party transactions as per Accounting Standard AS- 18 is as follows:

b) Other related parties where control exists:

During the year, there were no transactions with the following associate companies:

i) Digital One Pvt.Ltd. (Formerly known as Mid-Day Broadcasting South (India) Pvt Ltd.)

ii) Mirror Films Private Limited.

iii) Mid-Day Radio North (I) Ltd

iv) Inquilab Offset Printers Pvt Ltd

v) Next Publishing Pvt Ltd.( Formerly known as Mid-day Publishing Pvt Ltd)

c) Key Management Personnel :

Mr. Tarique Ansari (Remuneration Rs 942,300 Refer Note 6)

d) Relatives of key management personnel and their enterprises where transactions have taken place:

Not Applicable

Note: Related party relationship is as identified by the Company and relied upon by the Auditors.

6. Employees Benefit

The Company has classified the various benefits provided to employees as under:

a) Defined Contribution Plans:

Provident Fund (PF, FPF)

b) Defined Benefit Plans:

Contribution to Gratuity Fund (Funded Scheme)

In accordance with the Accounting Standard (AS 15) (Revised 2005), actuarial valuation was performed in respect of the aforesaid defined benefit plans based on the following assumptions:

The current year information in the following tables represents the figure for employees retained after the slump sale of news print division and is not comparable with previous year's information.

7. Current liabilities include overdue amounts of Rs. Nil (Previous year Rs. Nil) including interest of Rs. Nil (Previous year Rs. Nil) payable to Micro Small and Medium Enterprises. Total outstanding dues to Micro Small and Medium Enterprises have been determined to the extent such parties have been identified on the basis of information available with the company.

8. Previous year's figures have been re-grouped / re-arranged wherever necessary. Figures in bracket indicate previous year's figures.

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Mar 31, 2010

1.Business Transfer

The members of the company by way of Postal Ballot have approved transfer of Printing and Publishing business of the Company by way of slump sale together with all its properties,assets,rights,liabilities/obligations of whatsoever nature and kind and its employees on a going concern basis to a New Wholly Owned Subsidiary Midday Infomedia Ltd,through Business Transfer Agreement pursuant to Section 293 (1)(a)of the Companies Act,1956.This was effective from July 1,2008. Cash credit and term loan facilities forming part of the Newsmedia division which has been transferred by way of slump sale are secured by pari passu charge on present &future movable and immovable assets of the company and also secured by personal guarantee of Chairman &Managing Director.

Pursuant to the BTA,the leasehold land &factory premises,bank balances and Secured loans are in the process of being transferred in the name of the purchaser company Midday Infomedia Ltd.

2.Contingent Liability

a)In respect of guarantees issued by Company ’s bankers to MSRDC and other authorities for Rs.3 Lakh (Rs.3 Lakh).

b)Corporate guarantee issued to Bank of Baroda for Radio Mid Day West (India)Limited against term loan of Rs.NIL (Rs.15 Lakh)and CC limit Rs.140 Lakh (Rs.140 Lakh).

Bank Guarantee issued to Ministry of Information &Broadcasting for Radio Mid Day West (India)Limited Rs.332 Lakh (Rs.332 Lakh).

Counter guarantee issued to Axis Bank for Radio Mid Day West (India)Limited against term loan of Rs.3,000 Lakh (Rs.4,000 Lakh)and corporate guarantee for CC limit of Rs.500 Lakh (NIL).

Corporate guarantee issued to Bank of India for Midday Infomedia Limited against unsecured loan of Rs.1,050 Lakh (Rs.1,250 Lakh)and to Bank of Baroda for Midday Infomedia Limited against CC limit of Rs.1,800 Lakh (Rs.1,800 Lakh)and for ECB Term Loan of Rs.225 Lakh (Rs.651 Lakh).

c)Claims against the company in respect of various defamation suits and claims of employees,amount not ascertainable (Previous year Unascertainable)

3.Credit balance in ESOS Compensation account represent write back of ESOP expense arising as a result of options being lapsed/not exercised by the employees.

4.The company ’s exposure in its subsidiary Radio Mid day West (India)Limited through investments and loans aggregate Rs.13,850 lakh (investment Rs.11,320 lakh and loan Rs.2,530 lakh).Though net worth of the subsidiary is substantially eroded,the investments and loans have not been considered as impaired as management is certain of realizing value of investments and loans.

5.The company does not have multiple operating segments hence separate disclosure of the segment wise information is not required.

During the year,there were no transactions with the following associate companies:

i)Mid-Day Broadcasting South (India)Pvt.Limited

ii)Meridian Holding &Leasing Co Pvt.Limited

iii)Mirror Films Private Limited

iv)Ferari Investments and Trading Co Pvt.Limited

v)Mid-Day Radio North (India)Limited

C.Key Management Personnel :

Mr.Khalid Ansari

Mr.Tarique Ansari (Remuneration Rs.5,112,782 Refer Note 8)

6.Current liabilities include overdue amounts of Rs.Nil (Previous year Rs.Nil)including interest of Rs.Nil (Previous year Rs.Nil) payable to Micro Small and Medium enterprises.Total outstanding dues to Micro Small and Medium enterprises have been determined to the extent such parties have been identified on the basis of information available with the company.

7.Previous year ’s figures have been re-grouped /re-arranged wherever necessary.Figures in bracket indicate previous year ’s figures.