The Directors hereby present their 31st Annual Report on the business
 and operations of the Company together with the Audited Financial
 Accounts for the year ended 31st March 2012.
 
 Financial Performance                                   (Rs. In Lakhs)
 
 Particulars                                      2011-12      2010-11
 
 Profit before Interest, Depreciation, 
 Taxes & Exceptional Items                           (102)         182
 
 Less : Interest                                      178           18
 
 Depreciation                                           3            1
 
 Less: Exceptional Item                                 -         1753
 
 Profit before taxes                                 (283)       (1590)
 
 Less: Provision for Taxation                         (78)          55
 
 Net Profit after Tax                                (205)       (1645)
 
 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
 
 During the year under review, the Company has incurred a loss of Rs.
 205 lakhs from Loss of Rs. 1645 in last year.  Your Directors are
 continuously looking for avenues for future growth of the Company.
 
 The Company launched a digital radio business under the India One
 brand. The application is available on all i-pad, i-phone and most
 recently to blackberry OS7 users.
 
 Dividend
 
 In view of the losses during the year and in order to preserve cash for
 the operating businesses, your Directors do not recommend any dividend
 for the financial year 2011-2012.
 
 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. I. Venkat, and Mr. Dilip Cherian,
 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.
 
 Auditors'' Observation in their Report
 
 The company''s exposure in its subsidiary Radio One Ltd. (Formerly
 known as Radio Mid-Day West (India) Ltd) through
 
 investments and loans aggregate Rs. 1,531,400,334 (investment Rs.
 1,382,491,498 and loan Rs. 148,908,836).  Though net worth of the
 subsidiary is substantially eroded and the company has been incurring
 constant losses, however no provision for impairment on this account is
 considered necessary by the management taking in to consideration the
 nature of Radio business and gradual improvement in performance of the
 subsidiary.
 
 As on March 31, 2012, the Company has accounted for Rs. 85,40,663/-
 Lacs as Deferred Tax Asset. The company has started digital business in
 current year and losses during the year were on account of setting up
 of new business and which is expected to generate substantial revenue
 going forward. The Board reviews the carrying amount of Deferred Tax
 Assets at each Balance Sheet date and reviews the performance of the
 Company vis-a-vis the plan to arrive at a conclusion for carrying
 forward and creating a further Deferred Tax Asset.
 
 As the Board is virtually certain that there will be sufficient future
 taxable income against which the Deferred Tax Asset can be realized,
 the Company has decided to recognize the Deferred Tax Asset for the
 carry forward loss.
 
 Employee Stock Option Scheme
 
 The management is in the process of formulating Combined ESOP Scheme
 for the company and its subsidiaries.  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), One
 Audio Limited (Formerly Mid Day Radio North (India) Limited), Next
 Outdoor Ltd (Formerly Mid Day Outdoor Limited) and respective
 Auditor Reports thereon for the year ended March 31, 2012 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
 
                                                         Tarique Ansari 
 
                                           Chairman & Managing Director
 
 Place : Mumbai 
 
 Date: May 8, 2012