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Next Mediaworks Directors Report, Next Mediaworks Reports by Directors
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Next Mediaworks
BSE: 532416|NSE: NEXTMEDIA|ISIN: INE747B01016|SECTOR: Media & Entertainment
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« Mar 10
Directors Report Year End : Mar '11
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
 
Source : Dion Global Solutions Limited
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