Mid Day Multimedia

1.  We have audited the attached Balance Sheet of Mid-Day Multimedia
 Limited, as at 31st March 2009, the Profit and Loss Account and also
 the Cash Flow Statement for the year ended on that date annexed
 thereto. These financial statements are the responsibility of the
 companys management. Our responsibility is to express an opinion on
 these financial statements based on our audit.
 
 2.  We conduct our audit in accordance with the auditing standards
 generally accepted in India. Those Standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatement. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 3.  As required by the Companies (Auditors Report) Order, 2003 issued
 by the Central Government of India in terms of sub-section (4A) of
 section 227 of the Companies Act. 1956 we enclose in the Annexure a
 statement on the matters specified in paragraphs 4 and 5 of the said
 Order.
 
 4.  Further to our comments in the Annexure referred to above, we
 report that:
 
 (i) We have obtained all the information and explanations, which to the
 best of our knowledge and belief were necessary for the purposes of our
 audit;
 
 (ii) In our opinion, proper books of account as required by law have
 been kept by the company so far as appears from our examination of
 those books;
 
 (iii) The Balance Sheet, Profit and Loss Account and Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 (iv) In our opinion, the Balance Sheet, Profit and Loss Account and
 Cash Flow Statement dealt with by this report comply with the
 Accounting Standards referred to in sub-section (3C) of section 211 of
 the Companies Act, 1956.
 
 (v) Based on the written representations received from the directors
 and taken on record by the Board of Directors, we report that none of
 them are disqualified as on 31st March 2009 from being appointed as a
 director in terms of clause (g) of sub- section (1) of section 274 of
 the Companies Act, 1956;
 
 (vi) In our opinion, and to the best of our information and according
 to the explanations given to us, the said accounts give the information
 required by the Companies Act, 1956 in the manner so required and give
 a true and fair view in conformity with the accounting principles
 generally accepted in India:
 
 (a) in the case of the Balance Sheet, of the state of affairs of the
 company as at 31st March 2009;
 
 (b) in the case of the Profit & Loss account, of the loss for the year
 ended on that date; and
 
 (c) in the case of the Cash Flow statement, of the cash flows for the
 year ended on that date
 
 Annexure to Auditors Report
 
 ANNEXTURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE
 MEMBERS OF MID-DAY MULTIMEDIA LIMITED.
 
 I.  Fixed Assets:
 
 1.  The company has maintained proper records showing full particulars,
 including quantitative details and situation of fixed assets.  We are
 informed that management at reasonable intervals has physically
 verified all the fixed assets of the company. As per the information
 and explanations given to us the discrepancies found on such
 verification were not material.
 
 2.  During the year the company has disposed off substantial part of
 its fixed assets. However, as per the information and explanations
 given to us such sale has not affected the going concern assumption.
 
 II.  Inventories:
 
 3.  As per the information and explanations given to us, the management
 has physically verified stock of newsprint and other consumables during
 the year. In our opinion the frequency of verification is reasonable.
 
 4.  In our opinion and according to the information and explanations
 given to us the procedures and method of physical verification of stock
 followed by the management are reasonable and adequate in relation to
 size of the company and the nature of its business.
 
 5.  In our opinion the Company has maintained proper records of
 inventory. As per the information and explanations given to us,
 discrepancies noticed between the physical stock and the book stock on
 physical verification were not material.
 
 III.  Internal Controls:
 
 6.  In our opinion and according to the information and explanations
 given to us there are adequate internal control systems commensurate
 with the size of the company and the nature of its business, for the
 purchase of inventory, fixed assets and for the sale of goods and
 services. During the course of our audit, we have not observed any
 major weaknesses in internal controls.
 
 IV.  Transaction with parties under section 301 of the Companies Act
 1956:
 
 7.  On the basis of our examination of relevant records and on the
 basis of representation received from the management, transaction that
 need to be entered in the register pursuant of the section 301 of the
 Act have been so far entered.
 
 8.  As per the information and explanations given to us, the
 transactions made in pursuance of contracts or arrangements entered in
 the register maintained under section 301 of the Companies Act, 1956
 and exceeding the value of rupees five lakhs in respect of any party
 during the year have been made at prices which are reasonable having
 regard to prevailing market prices at the relevant time.
 
 V Loans and Advances:
 
 9.  The Company has not granted any loan to companies, firms or other
 parties covered in the register maintained under section 301 of the Act
 except for loans granted to two of its subsidiary companies amounting
 to Rs. 5,096 lacs, the other terms and conditions of which are prima
 facie not prejudicial to the interest of the company.
 
 10.  According to the information and explanation given to us, the
 Company has accepted loan from one company listed in the Register
 maintained under section 301 of the Companies Act 1956.The amount
 involved is Rs. 165 lacs and the year end balance is Rs. 31.90 lacs. As
 per the information and explanations given to us the terms and
 conditions of the same are, prima facie, not prejudicial to the
 interest of the Company.
 
 11.  In respect of loans and advances in nature of loans given and
 accepted by the company to its subsidiaries we have been informed that
 there are no stipulations for repayment of principal and interest
 thereon. As informed to us there are no over due amounts as on the
 Balance Sheet date.
 
 12.  The Company has not granted any loans or advances on the basis of
 securities by way of pledge of shares, debentures and other securities.
 
 VI.  Deposits:
 
 13.  During the year the company has not accepted any deposits within
 the meaning of Section 58A or Section 58AA of the Companies Act, 1956
 or any other relevant provisions of the Act and the rules framed
 threreunder.
 
 VII.  Internal Audit:
 
 14.  In our opinion, the Companys Internal Audit system is
 commensurate with the size and nature of its business.
 
 VIII.  Statutory Payments:
 
 15.  According to the books and records as produced and examined by us
 in accordance with generally accepted auditing practices in India and
 also based on the management representations, undisputed Statutory Dues
 in respect of Provident Fund, Investor Education and Protection Fund,
 Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service
 Tax, Custom Duty, Excise Duty, and other Statutory dues have generally
 been regularly deposited by Company during the year with appropriate
 authorities in India.
 
 16.  As at March 31, 2009 there has been no disputed dues that have not
 been deposited with respective authorities in respect of Income Tax,
 Wealth Tax, Excise Duty & Service Tax.
 
 17.  According to the records of the Company, it has not defaulted in
 payment of its dues to any financial institution or Banks or Debenture
 Holders.
 
 IX.  Losses:
 
 18.  The Company has neither accumulated losses as at March 31, 2009
 nor it has incurred any cash loss, either during the financial year
 ended on that day or in the immediately preceding financial year.
 
 X.  Guarantees:
 
 19.  The company has given counter guarantees for loan taken by others
 from the banks and financial institutions, aggregating Rs. 5732.00
 lakhs, where the terms and conditions in our opinion, are prima facie
 not prejudicial to the interest of the company.
 
 XI.  Utilization of Funds:
 
 20.  On the basis of review of utilization of funds pertaining to term
 loans on overall basis and related information as made available to us,
 the term loans taken by the company have been applied for the purposes
 for which they were taken.
 
 21.  On the basis of review of utilization of funds, which is based on
 overall examination of the Balance Sheet of the company, related
 information made available to us and as represented to us by the
 management, funds raised on short basis have not been used for
 long-term investments.
 
 XII.  Preferential Allotment:
 
 22.  During the year the company has not made any preferential
 allotment of shares to parties or companies covered under Section 301
 of the Act.
 
 XIII.Miscellaneous:
 
 23.  The Company has not dealt or traded in shares, securities,
 debentures or other investments during the year except as shown in
 Schedule F of the Balance Sheet as at March 31, 2009.
 
 24.  As per information and explanation given to us and on the basis of
 examination of records, no material fraud on or by the company was
 noticed or reported during the year.
 
 25.  We are informed that the Central Government has not prescribed
 maintenance of cost records under section 209(1)(d) of the Companies
 Act, 1956 for the activities carried on by the company.
 
 26.  The provisions of chit funds and/or those applicable to
 nidhi/mutual benefit societies are not applicable to the Company.
 
 27.  The Company has not issued any secured Debentures during the year.
 
 28.  The Company has not raised any funds by way of public issue.
 
                                                  For Haribhakti & Co.
                                                 Chartered Accountants
                                                          Chetan Desai
 Place    : Mumbai                                             Partner
 Date    : May 19, 2009                           Membership No: 17000