1.  We have audited the attached Balance Sheet of Next Media works
 Limited (the Company), (formerly known as Midday Multimedia
 Limited), as at March 31, 2012, the Statement of Profit and Loss 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 (as
 amended) 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, the Statement of Profit and Loss and the Cash
 Flow Statement dealt with by this report are in agreement with the
 books of account;
 
 (iv) In our opinion, the Balance Sheet, the Statement of Profit and
 Loss and the 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, except for
 
 a) non compliance with Accounting Standard 13 Accounting for
 Investments with respect to non provisioning of permanent diminution
 in value of investments in subsidiaries more specifically explained in
 Note No.25 of notes to financial statement.
 
 b) Recognition of Deferred Tax Assets on unabsorbed tax losses and
 depreciation amounting to Rs.8,540,663 based on expected profits in
 future. We are unable to comment whether these can be considered as
 ''virtual certainty'' prescribed under Accounting Standard 22 -
 Accounting for Taxes on Income, to recognize such assets.
 
 (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 March 31, 2012 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, they said accounts give the information
 required by the Companies Act, 1956, in the manner so required and
 subject to our observations in Para (iv) above, 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 March 31, 2012;
 
 (b) in the case of the Statement of Profit and Loss, 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.
 
 (vii) Without qualifying our report we draw attention to Note No. 26 of
 notes to financial statements with respect to Managerial Remuneration
 paid during the year which is subject to approval of the members and
 Central Government as per the requirements of Schedule XIII to the
 Companies Act, 1956.
 
 ANNEXURE TO AUDITORS'' REPORT
 
 [Referred to in paragraph 3 of the Auditors'' Report of even date to the
 Members'' of Next Media works Limited (formerly known as Mid Day
 Multimedia Limited) on the financial statements of the year ended
 March 31, 2012]
 
 (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) In our opinion and according to the information and explanation
 given to us, a substantial part of fixed assets has not been disposed
 off by the Company during the year.
 
 (ii) The Company does not hold any inventory and hence Clause 4(ii)
 (a), 4(ii) (b) and 4(ii) (c) 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. 220.00 lacs to its subsidiary Radio One Limited
 (formerly known as Radio Mid-day West (India) Limited) . The maximum
 amount involved during the year was Rs.220 lacs and the year- end
 balance of loan granted to such party was Rs. 1489.08 lacs.
 
 (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. 50.00 lacs from two
 companies. The maximum amount involved during the year was Rs. 50 lacs
 and the year-end balance of loans taken from such parties was Rs.
 1290.00 lacs.
 
 (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 purchase of fixed assets and 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, we
 are of the opinion that the particulars of contracts or arrangements
 that need to be entered into the register maintained under section 301
 of the Companies Act, 1956 have been so entered.
 
 (b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of such contracts or
 arrangements exceeding value of Rs. five lakhs have been entered into
 during the financial year at prices which are reasonable having regard
 to the prevailing market prices at the relevant time.
 
 (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 has 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) Except for delays in payment of Income tax during the year,
 the Company is regular in depositing with appropriate authorities
 undisputed statutory dues including provident fund, cess and other
 material statutory dues applicable to it.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of provident fund, income-tax,
 wealth-tax, service tax, sales-tax, customs 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 records of the Company, the dues outstanding of
 income-tax, wealth-tax, service tax, customs duty, and cess as at March
 31, 2012 which have not been deposited with respective authorities on
 account of any dispute, are as follows:
 
 Name of the    Nature of dues   Amount   Period to which   Forum where
 statute                       (in Lacs)  the amount 
                                          relates           dispute is 
                                                            pending
 
 Income 
 Tax Act,       Income Tax        183.11   2008-2009      CIT- Appeal 
 1961
 
 
 (x) The Company does not have accumulated losses as on Balance sheet
 date. Further, the company has incurred cash losses during the
 financial year covered by our audit. There were no cash losses in 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 has 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.2250 lacs (2240
 lacs) 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
 
 Mumbai: May 8, 2012