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Auditor Report of Perfect-Octave Media Projects Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of PERFECT OCTAVE MEDIA PROJECTS LTD ('the company"), which comprise the Balance Sheet as at 31st March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 ('the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material mis-statement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company's Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

1. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015 and its loss and its cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

2. As required by the Companies (Auditor's Report) Order, 2015, ('the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013 and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanation given to us, we give in the Annexure a statement on the matters specified in paragraphs 3 & 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) 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.

c) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report

are in agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on 31st March, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure to the Independent Auditors' Report

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements section of our report of even date)

1. In respect of its fixed assets:

(a) The company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets.

(b) The fixed assets are physically verified by the management according to a phased program design to cover all the items over a period, which in our opinion is reasonable having regard to the size of the company and the nature of its assets. Pursuant to the program, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.

2. In respect of its inventories:

The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to size of company and nature of business.

(c) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3 During the year the Company has not granted loan to any party covered in the register maintained under Section 189 of the Companies Act, 2013. Therefore, provisions of sub-clause (a), (b) of clause (iii) of paragraph 3 of the order are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. The company has not accepted any deposits from the public of the nature which attracts the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules made there under. Therefore, the provisions of clause (vi) of paragraph 3 of the Order are not applicable to the Company.

6. As per the information and explanations given to us, in respect of the class of industry in which the Company falls, the maintenance of cost records has not been prescribed by the Central Government under sub-section (1) of section 148 of the Companies Act. Therefore, the provisions of clause (viii) paragraph 3 of the Order are not applicable to the Company.

7. In respect of statutory dues:

(a) The company is regular in depositing with appropriate authority undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise or value added taxes and any other statutory dues applicable to it with the appropriate authorities except in certain cases where there were minor delays in payment of TDS.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, service tax were in arrears as at 31st March 2015, for a period of more than six months from the date they became payable.

(c) In our opinion and according to the information and explanations given to us, there are no amounts which are required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 and rules made there under

8. The company is registered for a period of more than 5 years and its accumulated losses at the end of the financial year are less than the fifty percent of its net worth. The company has incurred cash losses during the financial year under review and in the immediately preceding financial year.

9. The Company has not taken loan from any financial institutions, banks or debenture holder. Therefore, the provisions of clause (ix) of paragraph 3 of the Order are not applicable to the Company.

10. In our opinion and according to the information and explanations given to us, the company has not given any guarantees for loans taken by others from banks or financial institutions. Therefore, the provisions of clause (x) paragraph 3 of the Order are not applicable to the Company.

11. The company has not availed any term loan during the year. Therefore, the provisions of clause (xi) of paragraph 3 of the order are not applicable to the Company.

12. To the best of our knowledge and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

FOR N.K. JALAN & CO. CHARTERED ACCOUNTANTS FIRM NO. 104019W

Place: Mumbai Sd/- Dated: May 30, 2015 (N.K. JALAN) PROPRIETOR Membership No.011878


Mar 31, 2014

We have audited the accompanying financial statements of PERFECT OCTAVE MEDIA PROJECTS LIMITED (the "Company"), which comprise the Balance sheet as at 31st March, 2014, the statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management Responsibility for the Financial Statement''s

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") and in accordance with the accounting principles generally accepted in India. These responsibilities includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risk of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

We believe that, audit evidence that we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2014;

(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 flow of the company for the year ended on that date.

Report on other Legal and Regulatory Requirement

1. As required by ''the Companies (Auditor''s Report) Order, 2003, as amended by the Companies (Auditor''s Report) (Amended) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 (hereinafter referred as to the "order"), and on the basis of such checks of the books and record of the Company as we considered appropriate and according to the information and explanation given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the order.

2. As required by the Section 227 (3) of the Act, we report that:

(a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purpose of our audit;

(b) In our opinion, proper Books of Accounts as required by the law have been kept by the Company so far as appears from our examination of those books;

(c) The Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the Books of Accounts;

(d) In our opinion, the Balance Sheet, 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 Act;

(e) On the basis of written representations received from the directors, as on 31st March, 2014 and taken on record by the Board of Directors, we report that none of the director is disqualified as on 31st March 2014, from being appointed as a director in terms of clause (g) of Sub-section (1) of section 274 of the Act.

ANNEXURE TO AUDITORS'' REPORT

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

1. In respect of its fixed assets:

(a) The Company is maintaining proper records showing full particular including quantitative details and situation, of fixed assets.

(b) The fixed assets are physically verified by the management according to a phased program design to cover all the items over a period, which in our opinion is reasonable having regard to the size of the company and the nature of its assets. Pursuant to the program, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.

(c) The Company has not disposed off any fixed asset during the year.

2. In respect of its inventories:

(a) The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to size of company and nature of business.

(c) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3. In respect of the loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:-

(a) The company has not granted any loan secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act. Therefore, the provisions of sub clause (b), (c) & (d) of clause (iii) of paragraph 4 of the Order are not applicable to the Company.

(b) The company has not taken any loan secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act. Therefore, the provisions of sub clause (f) & (g) of clause (iii) of paragraph 4 of the Order are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. According to the information and explanation given to us, we are of the opinion that there are no transactions that need to be entered into the register maintained under section 301 of the Companies act, 1956. Therefore, provisions of sub clause (a) & (b) of Clause (v) of paragraph 4 of the Order are not applicable to the Company.

6. The company has not accepted any deposits from the public of the nature which attracts the provisions of sections 58A and 58AA of the Companies Act, 1956 and the rules made there under. Therefore, the provisions of clause (vi) of paragraph 4 of the Order are not applicable to the Company.

7. There is no internal audit done by an external auditor. However the company is maintaining internal control commensurate with its size & nature of its business.

8. As per the information and explanations given to us, in respect of the class of industry in which the Company falls, the maintenance of cost records has not been prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956. Therefore, the provisions of clause (viii) of paragraph 4 of the Order are not applicable to the Company.

9. In respect of statutory dues:

(a) The company is regular in depositing with appropriate authority undisputed statutory dues including provident fund, income tax, sales tax, service tax, and other statutory dues applicable to it except i) in certain cases where there were minor delays in payment of TDS and ii) In certain cases service tax liability is paid late. 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 income tax, wealth tax, sales tax, service tax were in arrears as at 31st March 2014, for a period of more than six months from the date they became payable.

(c ) According to the information and explanations given to us, there are no dues of sales tax, custom duty, income tax, wealth tax, excise duty and cess, which have not been deposited on account of any dispute.

10. The company is registered for a period of more than 5 years and its accumulated losses at the end of the financial year are less than the fifty percent of its net worth. The company has incurred cash losses during the financial year under review and in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to bank / financial institutions.

12. The company has not granted any advances in the nature of loans on the basis of Security by way of pledge of shares or other securities. Therefore, the provisions of clause (xii) of paragraph 4 of the Order are not applicable to the Company.

13. The Company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, provisions of sub clause (a), (b), (c) and (d) of clause (xiii) of paragraph 4 of the order are not applicable to the Company.

14. As per information & explanations given to us, proper records have been maintained of the transaction & contracts and other investments. All shares instruments and other investments have been held by the company in its own name.

15. In our opinion and according to the information and explanations given to us, the company has not given any guarantees for loans taken by others from banks or financial institutions. Therefore, the provisions of clause (xv) paragraph 4 of the Order are not applicable to the Company.

16. According to the information & explanation given to us, the term loan taken by the company have been applied for the purpose for which they have been obtained.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment.

18. The company has not made preferential allotment of shares to parties and companies covered in the registered maintained under section 301 of the companies Act, 1956. Therefore, the provisions of clause (xviii) of paragraph 4 of the order are not applicable to Company.

19. The company has not issued any debentures during the year. Therefore, the provisions of clause (xix) of paragraph 4 of the order are not applicable to the Company.

20. The company has not raised any money through a public issue during the year. Therefore, the provisions of clause (xx) of paragraph 4 of the order are not applicable to the company.

21. According to the information and explanations given to us, no fraud on or by the company has been noticed during the year.



FOR N.K. JALAN & CO. CHARTERED ACCOUNTANTS FIRM NO. 104019W

Place: Mumbai Sd/- Dated: May 30, 2014 (N.K. JALAN) PROPRIETOR Membership No.011878


Mar 31, 2012

We have audited the attached Balance sheet of M/S PERFECT - OCTAVE MEDIA PROJECTS LTD as at 31st March 2012 and also the Profit & Loss Account of the Company 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.

1. We conducted our audit in accordance with the accounting 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 misstatements. An audit includes examining, on 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditor''s Report) Order, 2003 (hereinafter referred to as "the order") issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in the paragraphs 4 & 5 of the said Order.

3. Further, to our comments referred to in para 3 above, we report that:

a. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. In our opinion, proper books of accounts as required by law have been kept by the company so far as appears from our examination of those books;

c. The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the books of accounts;

d. In our opinion, the Balance Sheet and Profit & Loss Account dealt with this report comply with the accounting standards referred to in section 211 (3C) of the Companies Act, 1956.

4. On the basis of written representation received by us from the Directors of the company as at 31st March 2012 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March 2012 from being appointed as Director of the company under section 274(1)(g) of the Companies Act, 1956.

5. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant accounting policies and notes to accounts, give information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

i. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2012;

ii. In the case of Profit & Loss Account, of the profit of the company for the year ended on that date; and

iii. In the case of Cash Flow Statement, the cash flows for the year ended on that date.

M/s. Perfect-Octave Media Projects Limited Annexure To Auditors'' Report

This is the Annexure referred to in Para 3 of our report of even date on the accounts of M/s Perfect-Octave Media Projects Limited for the year ended 31st March 2012.

1. (a) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b)The Company has maintained proper records showing full particulars including quantitative details of fixed assets. The fixed assets have been physically verified during the year by the management and we are informed that no discrepancies were noticed on such verification. In our opinion, having regard to the size of the Company and the nature of its operation, the program and frequency of verification is reasonable.

2. The Company is not carrying on any manufacturing or trading activity. Therefore, the provisions of such clause (a), (b) and (c) of clause (ii) of paragraph 4 of the Order are not applicable to the Company.

3. (a) The Company has not given loan to any party covered in the register Maintained under Section 301 of the Companies Act, 1956. Hence provisions of sub clause (a), (b), (c) & (d) of clause (3) of paragraph 4 of the Order are not applicable.

4. (e) The Company has not taken loan any one party covered in the register Maintained under Section 301 of the Companies Act, 1956. Hence provisions of sub clause (f), (g) & (h) of clause (3) of paragraph 4 of the Order are not applicable.

5. In our opinion and according to the information and explanations given to us, internal control procedures commensurate with the size of the Company and nature of its business, for the purchase of fixed assets and sale of services. Further, on the basis of our examination and according to the information and Explanations given to us, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control Procedures.

6. (a) In our opinion and according to the information and explanations given to us, transactions that need to be entered into a Register in pursuance if Section 301 of the Companies Act, 1956 has been so entered.

(b) In our opinion and according to the information and explanations given to us, the transaction in excess of Rs. 5 lacs each in value, have been made at prices, which are not comparable with the prevailing market prices of such product, as the same, in view of the management, are not readily available.

7. The Company has not accepted any deposits from the public of the nature which attracts the provisions of sections 58A and 58AA of the Companies Act, 1956 and the rules made there under. Therefore, the provision of clause (vi) of paragraph 4 of the Order is not applicable to the Company.

8. In our opinion, the Company has an internal audit system commensurate with its size and nature of business.

9. As per the information and explanations given to us, in respect of the class of industry the Company falls under, the maintenance of cost records has not been prescribed by the Central Government under section 209 (l) (d) of the companies Act, 1956. Therefore, the provision of clause (viii) paragraph 4 of the Order is not applicable to the Company.

10. (a) According to the information and explanations given to us, in our opinion, the Company is generally regular in depositing undisputed statutory dues including provident Fund, investor Education and protection Fund, Employees state insurance, income tax, sales tax, Wealth tax, Custom Duty, Excise duty cess and other, material statutory dues with the appropriate authorities, where applicable. Based on the information furnished to us, there are no undisputed statutory dues as at 31st March, 2012, which are outstanding for a period exceeding six months from the date they became payable.

(b) According to the information and explanations given to us, there are no cases of non-deposit with the appropriate authorities of disputed dies of sales tax/income tax/wealth tax /excise duty and Cess.

11. The company is registered for a period of more than 5 years and does not have accumulated losses of more than 50% of net worth and hence provision of this clause is not applicable.

12. There is no loan outstanding from financial institutions.

13. According to the information and explanations given to us, since the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, the Company in our opinion, need not maintain relevant documents and record.

14. The Company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, provisions of sub clause (a), (b) (c) and (d) of clause (xiii) of paragraph 4 of the order are not applicable to the Company.

15. Based on our examination of the records and evaluation of the related internal controls, the Company has maintained proper records of transactions and contracts in respect of its dealing in shares, securities and other investments and timely entries have been made therein. All the investments are held in the name of the Company.

16. The Company has not given any guarantee to bank or financial institution the terms of which are prejudicial to the interest on Company.

17. The company has not availed any term loan during the year. Therefore, the provision of clause (xvi) of paragraph 4 of the order is not applicable to the Company.

18. According to 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 use for long term investments.

19. The Company has not allotted any shares to the parties and companies covered in the Registered maintained under section 301 of the Companies Act, 1956.

20. The Company has not issued any debentures during the year. Therefore, the provision of clause (xix) of paragraph 4 of the order is not applicable to Company.

20. The company has raised money through share issue as the Company has ventured into content creation in segment of non-bollywood music and has also planned to set up its own production house as well as a TV channel. The issue proceeds have been deployed in the said activity.

21. Based on the audit procedures performed and information given to us and the representation made by the Management, we report that no fraud on or by the Company has been noticed or reported during the year.

For N.K Jalan & Co.

Chartered Accountants

Firm No. 104019W

Place: Mumbai (N.K Jalan) Proprietor

Date: August 11, 2012 Mem. No. 11878


Mar 31, 2011

We have audited the attached Balance sheet of M/s. Perfect-Octave Media Projects Ltd. (Formerly known as New Bombay Printing & Dyeing Mills Limited) as at 31st March 2011 and also the Profit & Loss Account of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with the accounting 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 misstatements. An audit includes examining, on 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditors Report) Order, 2003 (hereinafter referred to as "the order") issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in the paragraphs 4 & 5 of the said Order.

3. Further, to our comments referred to in Para 3 above, we report that:

a. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. In our opinion, proper books of accounts as required by law have been kept by the company so far as appears from our examination of those books;

c. The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the books of accounts;

d. In our opinion, the Balance Sheet and Profit & Loss Account dealt with this report comply with the accounting standards referred to in section 211 (3C) of the Companies Act, 1956.

4. On the basis of written representation received by us from the Directors of the company as at 31st March 2011 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March 2011 from being appointed as Director of the company under section 274(1)(g) of the Companies Act, 1956.

5. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant accounting policies and notes to accounts, give information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

i. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2011;

ii. In the case of Profit & Loss Account, of the profit of the company for the year ended on that date; and

iii. In the case of Cash Flow Statement, the cash flows for the year ended on that date.

Annexure to Auditors Report

This is the Annexure referred to in Para 3 of our report of even date on the accounts of M/s. Perfect-Octave Media Projects Limited (Formerly known as New Bombay Printing & Dyeing Mills Limited) for the year ended 31st March 2011.

1. (a) The company has maintained proper records showing full particulars, including quantitative details and situation of

fixed assets.

(b) The Company has maintained proper records showing full particulars including quantitative details of fixed assets. The fixed assets have been physically verified during the year by the management and we are informed that no discrepancies were noticed on such verification. In our opinion, having regard to the size of the Company and the nature of its operation, the program and frequency of verification is reasonable.

2. The Company is not carrying on any manufacturing or trading activity. Therefore, the provisions of such clause (a), (b) and (c) of clause (ii) of paragraph 4 of the Order are not applicable to the Company.

3. (a) The Company has not given loan to any party covered in the register Maintained under Section 301 of the Companies Act,

1956. Hence provisions of sub clause (a), (b), (c) & (d) of clause (3) of paragraph 4 of the Order are not applicable.

(e) The Company has not taken loan from parties covered in the register Maintained under Section 301 of the Companies Act, 1956. Hence provisions of sub clause (f) & (g) of clause (3) of paragraph 4 of the Order are not applicable.

4. In our opinion and according to the information and explanations given to us, internal control procedures commensurate with the size of the Company and nature of its business, for the purchase of fixed assets and sale of services. Further, on the basis of our examination and according to the information and Explanations given to us, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control Procedures.

5. (a) In our opinion and according to the information and explanations given to us, transactions that need to be entered

into a Register in pursuance of Section 301 of the Companies Act, 1956 has been so entered.

(b) In our opinion and according to the information and explanations given to us, the transaction in excess of Rs. 5 lacs each in value, have been made at prices, which are not comparable with the prevailing market prices of such product, as the same, in view of the management, are not readily available.

6. The Company has not accepted any deposits from the public of the nature which attracts the provisions of sections 58A and 58AA of the Companies Act, 1956 and the rules made there under. Therefore, the provision of clause (vi) of paragraph 4 of the Order is not applicable to the Company.

7. In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

8. As per the information and explanations given to us, in respect of the class of industry the Company falls under, the maintenance of cost records has not been prescribed by the Central Government under section 209 (l) (d) of the companies Act, 1956. Therefore, the provision of clause (viii) paragraph 4 of the Order is not applicable to the Company.

9. (a) According to the information and explanations given to us, in our opinion, the Company is generally regular in depositing

undisputed statutory dues including provident Fund, investor Education and protection Fund, Employees state insurance, income tax, sales tax, Wealth tax, Custom Duty, Excise duty cess and other, material statutory dues with the appropriate authorities, where applicable. Based on the information furnished to us, there are no undisputed statutory dues as at 31st March, 2011, which are outstanding for a period exceeding six months from the date they became payable.

(b) According to the information and explanations given to us, there are no cases of non-deposit with the appropriate authorities of disputed dies of sales tax/income tax/wealth tax /excise duty and Cess.

10. The company is registered for a period of more than 5 years and does not have accumulated losses of more than 50% of net worth and hence provision of this clause is not applicable.

11. There is no loan outstanding from financial institutions.

12. According to the information and explanations given to us, since the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, the Company in our opinion, need not maintain relevant documents and record.

13. The Company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, provisions of sub clause (a), (b) (c) and (d) of clause (xiii) of paragraph 4 of the order are not applicable to the Company.

14. Based on our examination of the records and evaluation of the related internal controls, the Company has maintained proper records of transactions and contracts in respect of its dealing in shares, securities and other investments and timely entries have been made therein. All the investments are held in the name of the Company.

15. The Company has not given any guarantee to bank or financial institution the terms of which are prejudicial to the interest on Company.

16. The Company has not availed any term loan during the year. Therefore, the provision of clause (xvi) of paragraph 4 of the order is not applicable to the Company.

17. According to 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 use for long term investments.

18. The Company has allotted 38,45,000 shares of Rs.10 each to the parties and companies covered in the Registered maintained under Section 301 of the companies Act, 1956. Rs.3,84,50,000/- is received as application money towards subscription of the shares. The price at which shares have been issued is not prejudicial to the interest of the Company as a single price policy is followed for issuing shares.

19. The Company has not issued any debentures during the year. Therefore, the provision of clause (xix) of paragraph 4 of the order is not applicable to Company.

20. The Company has raised money through preferential issue as the Company has ventured into content creation in segment of non-bollywood music and has also planned to set up its own production house as well as a TV channel. The issue proceeds would be deployed in the said activity.

21. Based on the audit procedures performed and information given to us and the representation made by the Management, we report that no fraud on or by the Company has been noticed or reported during the year.

FOR N.K JALAN & CO. Chartered Accountants

N.K JALAN Proprietor Mem. No. 11878 Firm No. 104019W

Place: Mumbai Date : May 21, 2011


Mar 31, 2010

We have audited the attached Balance sheet of New Bombay Printing & Dyeing Mills Ltd as at 31st March 2010 and also the Profit & Loss Account of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with the accounting 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 misstatements. An audit includes examining, on 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditors Report) Order, 2003 (hereinafter referred to as "the order") issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in the paragraphs 4 & 5 of the said Order.

3. Further, to our comments referred to in Para 3 above, we report that:

a. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. In our opinion, proper books of accounts as required by law have been kept by the company so far as appears from our examination of those books;

c. The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the books of accounts;

d. In our opinion, the Balance Sheet and Profit & Loss Account dealt with this report comply with the accounting standards referred to in section 211 (3C) of the Companies Act, 1956.

4. On the basis of written representation received by us from the Directors of the company as at 31st March 2010 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March 2010 from being appointed as Director of the company under section 274(1 )(g) of the Companies Act, 1956.

5. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant accounting policies and notes to accounts, give information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

i. In the case of the Balance Sheet, of the*state of affairs of the Company as at 31st March 2010;

ii. In the case of Profit & Loss Account, of the profit of the company for the year ended on that date; and

iii. In the case of Cash Flow Statement, the cash flows for the year ended on that date.

Annexure to Auditors Report

This is the Annexure referred to in Para 3of our report of even date on the accounts of New Bombay Printing & Dyeing Mills Ltd. for the year ended 31st March 2010.

1. The company does not own any fixed assets, Hence provisions of sub clause (a), (b) and (c) of clause (1) of paragraph 4 of the Order are not applicable.

2. The Company is not carrying on any manufacturing or trading activity. Therefore, the provisions of such clause (a), (b) and (c) of clause (ii) of paragraph 4 of the Order are not applicable to the Company.

3. (a) The Company has not given loan to any party covered in the register Maintained under Section 301 of the Companies Act, 1956. Hence provisions of sub clause (a), (b), (c) & (d) of clause (3) of paragraph 4 of the Order are not applicable.

(e) The Company has taken loan from one party covered in the register Maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.16, 00,000 and year-end balance of loan taken from such party was Rs. 11, 00,000.

(b) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from/granted to companies, firms or other parties listed in register maintained Under section 301 of the Companies Act, 1956 are not, prima-facie, prejudicial to the interest of the company.

(c) There is no installments due on loans taken by the company. Hence provisions of sub clause (g) of paragraph 4 of the Order are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, internal control procedures commensurate with the size of the Company and nature of its business, for the purchase of fixed assets and sale of services. Further, on the basis of our examination and according to the information and Explanations given to us, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control Procedures.

5. (a) In our opinion and according to the information and explanations given to us, transactions that need to be entered into a Register in pursuance if Section 301 of the Companies Act, 1956 has been so entered.

(b) In our opinion and according to the information and explanations given to us, the transaction in excess of Rs. 5 lacs each in value, have been made at prices, which are not comparable with the prevailing market prices of such services, as the same, in view of the management, are not readily available.

6. The company has not accepted any deposits from the public of the nature which attracts the provisions of sections 58A and 58AA of the Companies Act, 1956 and the rules made there under. Therefore, the provision of clause (vi) of paragraph 4 of the Order is not applicable to the Company.

7. There is no internal audit done by external auditor. However the company is maintaining internal control commensurate with its size and nature of its business.

8. As per the information and explanations given to us, in respect of the class of industry the Company falls under, the maintenance of cost records has not been prescribed by the Central Government under section 209 (1) (d) of the companies Act, 1956. Therefore, the provision of clause (viii) paragraph 4 of the Order is bit applicable to the Company.

9. (a) According to the information and explanations given to us, in our opinion, the Company is generally regular in depositing undisputed statutory dues including provident Fund, investor Education and protection Fund, Employees state insurance, income tax, sales tax, Wealth tax, Custom Duty, Excise duty cess and other, material statutory dues with the appropriate authorities, where applicable. Eased on the information furnished to us, there are no undisputed statutory dues as at 31st March, 2010, which are outstanding for a period exceeding six months from the date they became payable.

(b) According to the information and explanations given to us, there are no cases of non-deposit with the appropriate authorities of disputed dies of sales tax/income tax/wealth tax /excise duty and Cess.

10. The Company is registered for a period of more than five years. It has accumulated losses more than 50% of its net worth at the end of financial year and it has incurred cash losses in such financial year but not in the immediately preceding financial year.

11. The Company does not have any outstanding loans with banks and financial institutions. Hence provisions of clause (11) of paragraph 4 of the Order is not applicable.

12. According to the information and explanations given to Us, since the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, the Company in our opinion, need not maintain relevant documents and record.

13. The Company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, provisions of sub clause (a), (b) (c) and (d) of clause (xiii) of paragraph 4 of the order are not applicable to the Company.

14. Based on our examination of the records and evaluation of the related internal controls, the Company has maintained proper records of transactions and contracts in respect of its dealing in shares, securities and other investments and timely entries have been made therein. All the investments are held in the name of the company.

15. The company has not given any guarantee to bank or financial institution the terms of which are prejudicial to the interest on Company.

16. The company has not availed any term loan during the year. Therefore, the provision of clause (16) of paragraph 4 of the order is not applicable to the Company.

17. According to 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 use for long term investments. No long term funds have been used to finance short term assets except the working capital.

18. The company has not made preferential allotment of shares to parties and companies covered in the Registered maintained under section 301 of the companies Act, 1956.

19. The company has not issued any debentures during the year. Therefore, the provision of clause (19) of paragraph 4 of the order is not applicable to Company.

20. The company has not raised any money through a public issue during the year. Therefore, the provision of clause (20) of paragraph 4 of the order is not applicable to the company.

21. Based on the audit procedures performed and information given to us and the representation made by the Management, we report that no fraud on or by the Company has been noticed or reported during the year.

FOR N.K JALAN & CO. Chartered Accountants sd/-

(N.K JALAN) Proprietor Membership No. 11878 Firm No. 104019W Place: Mumbai Date: 04.09.2010

 
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