1.  We have audited the attached Balance Sheet of Next Mediaworks
 Limited (formerly known as Mid-Day Multimedia Limited), as at 31st
 March 2011, 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 company''s
 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 (Auditor''s 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 2011 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
 subject to Note No. 5 of Schedule M with regard to non provision
 against fall in the value of investments of Rs. 138.25 crores in the
 subsidiary company, the said accounts 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 2011;
 
 (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
 
 [Referred to in paragraph 3 of the Auditors'' Report of even date to the
 Members'' of Next Mediaworks Limited (formerly known as Mid-Day
 Multimedia Limited) on the financial statements of the year ended March
 31, 2011]
 
 i) (a) The Company have maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) The fixed assets of the company have been physically verified by
 the management during the year and no material discrepancies between
 the book records and the physical inventory have been noticed. In our
 opinion, the frequency of verification is reasonable.
 
 (c) As mentioned in Note 2 of the Notes to Accounts the Company has
 demerged the print and publishing division during the year. However, we
 are of the opinion that such demerger has not affected the going
 concern assumption.
 
 ii) The company does not hold any inventory and hence Clause 4(ii) is
 not applicable to the Company.
 
 iii) (a) As informed, the Company has not granted any loans, secured or
 unsecured to companies, firms or other parties covered in the register
 maintained under section 301 of the Companies Act, 1956 except loan
 amounting to Rs. 1,308.00 lakhs to its subsidiary Radio One Limited
 (formerly known as Radio Mid-day West (India) Limited). The outstanding
 balance as on the balance sheet date is Rs. 1,324.08 lakhs.
 
 (b) In our opinion and according to the information and explanation
 given to us, the rate of interest and other terms and conditions for
 such loans are not, prima facie, prejudicial to the interest of the
 Company.
 
 (c) According to the information and explanation given to us, the
 company has not taken any loan, secured or unsecured, from companies,
 firms or other parties listed in the register maintained under Section
 301 of the Companies Act 1956 except loan of Rs. 1320.00 lakhs from two
 companies. The yearend balance is 1320.00 lakhs.
 
 (d) In our opinion and according to the information and explanation
 given to us, the rate of interest and other terms and conditions for
 such loans are, prima facie, not prejudicial to the interest of the
 Company.
 
 (e) In respect of the aforesaid loans, the company is regular in
 repaying the principal amounts as stipulated and has been regular in
 payment of interest.
 
 iv) In our opinion and according to the information and explanations
 given to us, there exists an adequate internal control system
 commensurate with the size of the Company and the nature of its
 business with regard to sale of services. During the course of our
 audit, we have not observed any continuing failure to correct major
 weakness in internal control system of the Company.
 
 v) (a) According to the information and explanations given to us, there
 are no contracts or arrangements that need to be entered into the
 register maintained under section 301 have been so entered.
 
 vi) The Company has not accepted any deposits from the public within
 the meaning of Sections 58A and 58AA of the Act and the rules framed
 there under.
 
 (vii) In our opinion, the Company have an internal audit system
 commensurate with the size and nature of its business.
 
 (viii) The Central Government of India has not prescribed the
 maintenance of cost records under clause (d) of sub-section (1) of
 Section 209 of the Act for any of the products of the company.
 
 ix) (a) (a) The Company is regular in depositing with appropriate
 authorities undisputed statutory dues including provident fund,
 investor education and protection fund, employees'' state insurance,
 income-tax, wealth-tax, customs duty, cess and other material statutory
 dues applicable to it.
 
 Further, since the Central Government has till date not prescribed the
 amount of cess payable under section 441A of the Companies Act,1956, we
 are not in a position to comment upon the regularity or otherwise of
 the company in depositing the same.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of provident fund, investor
 education and protection fund, employees'' state insurance, income-tax,
 wealth-tax, service tax, sales- tax, customs duty, excise duty, cess
 and other undisputed statutory dues were outstanding, at the year end,
 for a period of more than six months from the date they became payable.
 
 (c) According to the information and explanation given to us, there are
 no dues of income tax, sales-tax, wealth tax, service tax, customs
 duty, excise duty and cess which have not been deposited on account of
 any dispute.
 
 x) The accumulated losses of the Company does not exceed fifty percent
 of its net worth. Further, the company has not incurred cash losses
 during the financial year covered by our audit and the immediately
 preceding financial year.
 
 (xi) In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in repayment of dues to a
 financial institution, bank or debenture holders.
 
 (xii) According to the information and explanations given to us, the
 Company have not granted loans and advances on the basis of security by
 way of pledge of shares, debentures and other securities.
 
 (xiii) In our opinion, the Company is not a chit fund or a nidhi /
 mutual benefit fund / society. Therefore, the provisions of clause
 4(xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended)
 are not applicable to the Company.
 
 (xiv) In our opinion, the Company is not dealing in or trading in
 shares, securities, debentures and other investments.  Accordingly, the
 provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order,
 2003 (as amended) are not applicable to the Company.
 
 (xv) The Company has given counter guarantees for loans taken by others
 from banks or financial institutions aggregating Rs.2,240 lakhs (3,000
 lakhs) where the terms and conditions in our opinion are prima facie
 not prejudicial to the interest of the Company.
 
 (xvi) The Company has not obtained any term loans during the year.
 
 (xvii) According to the information and explanations given to us and on
 an overall examination of the balance sheet of the Company, we report
 that no funds raised on short-term basis have been used for long-term
 investment.
 
 (xviii) According to the information and explanations given to us, the
 company has not made any preferential allotment of shares to parties
 and companies covered in the register maintained under section 301 of
 the Act.
 
 (xix) The Company did not have any outstanding debentures during the
 year.
 
 (xx) The Company did not raise any money by way of public issue during
 the year.
 
 (xxi) During the course of our examination of the books and records of
 the company, carried out in accordance with the generally accepted
 auditing practices in India, and according to the information and
 explanations given to us, we have neither come across any instance of
 fraud on or by the company, noticed or reported during the year, nor
 have we been informed of such case by the management.
 
 
                                                  For Haribhakti & Co.  
                                                  Chartered Accountants 
                                                  Firm Reg No. 103523W
 
                                                  Chetan Desai
                                                  Partner
                                                  Membership No. 17000
 
 Place : Mumbai 
 Date  : 5th May, 2011