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