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
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