Mar 31, 2014
Dear members,
The directors are pleased to present the 23rd Annual Report and the
Company''s audited accounts for the financial year ended March 31, 2014.
FINANCIAL RESULTS:
The Company''s financial performance, for the year ended March 31, 2014
is summarized below:
(Amount in Rs.)
FINANCIAL RESULTS 2013-2014 2012-2013
Revenue from operations 136,117,389 81,318,225
Less: Operational & Other expenses 150,354,787 85,487,566
Profit/(Loss) before Depreciation (14,237,398) (4,169,341)
Less: Depreciation and amortization 27,158,839 1,753,009
Profit/(Loss) After depreciation and
amortization (41,396,237) (5,922,350)
Add/(Less) Prior Period Adjustment Nil Nil
Profit/(Loss) Before Taxation (41,396,237) (5,922,350)
Less: Provision for Tax Nil Nil
Current Tax Nil Nil
Deferred Tax (Net) (3,305,488) (633,186)
Net Profit After Tax (44,701,726) (5,289,164)
Profit/(Loss) brought forward
from previous year (32,065,384) (17,448,648)
Transfer under scheme of Amalgamation - (9,327,572)
Balance carried to Balance Sheet (76,767,110) (32,065,384)
OPERATIONS:
During the year under review, the Company has launched its maiden
venture, Insync, a satellite broadcasting channel, India''s first 24X7
music channel based on Indian Classical Music. It went on air on 15th
August, 2013. Now the channel is reaching to approximately 10 million
households through various MSOs catering to the audiences in Mumbai,
Pune, Delhi, Bangalore, Kolkata, Mysore, Thane, Vashi, Kalyan, etc.
Being "Free to Air" Channel, Insync''s signals are available/shown in
many other parts of India and overseas. Insync has already gained
extensive popularity in the targeted music segment.
Revenue from operations includes revenue of content syndication. It was
first year of operation for the broadcasting business of the Company
and accordingly the expenses have been increased in manifold. During
the year under review, the Company has incurred a cash loss of Rs. 1.42
chore. Total losses after depreciation and amortization is Rs. 4.47
chores. The expenses rose for increase in manpower expenditure,
broadcasting expenses and content creation expenses.
TRANSFER TO RESERVES:
In the absence of adequate profits, no amount was transferred to
Reserves.
DIVIDEND:
Due to inadequacy of profits during the year under review, your
Directors do not recommend any dividend for the financial year
2013-2014.
SHARE CAPITAL:
As on 31st March, 2014, the paid up share capital of the Company is Rs.
34,01,28,000/- divided into 3,40,12,800 equity shares of Rs. 10/- each.
DIRECTORS:
During the year under review, the Board has approved the appointment of
Mr. Ganesh Kumar Sriniwasan as an Executive Director and Mrs. Seema
Tagde as a Director on the Board subject to approval of Ministry of
Information and Broadcasting. Once the approval is received, the
appointment shall be confirmed by the Board subject to approval of
shareholders in their next general meeting and statutory compliances
under the Companies Act, 2013 will be followed.
Mr. Mahesh Tagde, Non-Executive Director is liable to retire by
rotation at the ensuing Annual General Meeting and, being eligible he
has offered himself for re-appointment. Your Board has recommended his
re-appointment.
Mr. Ratish Tadge continues to be Managing Director on the Board of the
Company.
In terms of Section 149 of the Companies Act, 2013, which has come into
force with effect from April 01, 2014, an Independent Director shall
hold office for a term up to five consecutive years on the Board of a
company and is not liable to retire by rotation.
In compliances with the provisions of Section 149 read with Schedule IV
of the Act, the appointment of Mr. Bharat Gada and Mr. Vivek Salian as
Independent Directors is being placed before the Members in General
Meeting for their approval. The Company has received declarations from
all the Independent Directors of the Company confirming that they meet
the criteria of independence as prescribed under sub-section (6) of
Section 149 of the Companies Act, 2013.
Members are requested to refer to the notice of the Annual General
Meeting and the Explanatory Statement for details of the qualifications
and experience of the Directors.
BROADCASTING:
There are two main streams of revenue for a broadcaster namely,
advertising revenue and subscription revenue. Your Company is in the
process of distributing its TV Channel across India. Distribution of a
channel is a gradual and time consuming process especially for
standalone and niche channels. We are hopeful of achieving adequate
viewership for the channel by the end of current financial year which
will attract the advertisers to consider Insync for placement of their
advertisement.
Broadcasting industry is in the process of transformation and very soon
will become content and technology driven. Advertisers require wide
distribution of channel and ratings from TAM. The distribution system
of digital cable is in the process of adopting "Subscriber Management
System" technology and thereafter a customer can pay for the channel of
his choice which will help us to position Insync as a pay channel.
Considering the low operating costs of the Company we expect an early
breakeven once the revenue from the above two stream start.
FUTURE OUTLOOK:
The Company intent to be available on all major DTH players like Tata
Sky, DISH, Airtel, Videocon shortly. The Company is also looking for
monitisation of its content through available digital media.
The Company proposes to create 1000 hrs of content every year and
ensure to carry Indian Classical Music to the youth of India and
international in a newer and better way by using latest technological
platforms.
SIGNIFICANT DEVELOPMENTS AFTER END OF THE YEAR:
The Company is already showcasing Hindustani Classical Music, Ghazals,
Sufi and Fusion etc on its channel. We propose to start a slot for
dedicated viewers of Carnatic Music on Insync.
Subsequent to the year end, Company has roped in Mr. Ganesh Kumar. He
will be appointed as an Executive Director in the Company which
requires prior approval from the Ministry of Information and
Broadcasting, Government of India. Mr. Ganesh Kumar possesses 38 years
of rich experience in chemical trading business. He is a treasurer of
Indian Musicological Society and Chairman of Music Forum, Mumbai and
also Abhaang Ratna. Earlier he was president of Fine Arts Society,
Chembur. Further under his guidance Insync will be able to venture
into Carnatic Music Segment effectively.
PARTICULARS OF EMPLOYEES:
During the year under review, there were no employees drawing
remuneration of Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m. or more.
Hence there is no information to be provided in accordance with the
provisions of Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of employees) Rules, 1975.
DISCLOSURE UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956:
The particulars required under Section 217(1)(e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988, is given in Annexure-I to this
Directors Report.
AUDITORS AND AUDITORS'' REPORT:
The Statutory Auditors M/s. N.K. Jalan & Co., Chartered Accountants,
Mumbai, having Firm Registration No 104019w, holds office until the
conclusion of the ensuing Annual General Meeting and is eligible for
reappointment.
Your Company has received confirmation from the Auditors to the effect
that their appointment, if made, will be in accordance with the limits
specified under the Companies Act, 2013 and the firm satisfies the
criteria specified in Section 141 of the Companies Act, 2013 read with
Rule 4 of Companies (Audit & Auditors) Rules 2014. Your Board is of the
opinion that continuation of s M/s. N.K. Jalan & Co, Statutory Auditors
during FY 2014-15 will be in the best interests of the Company and
therefore, Members are requested to consider their re-appointment as
Statutory Auditors of the Company from the conclusion of ensuing Annual
General Meeting till the conclusion of the twenty-sixth AGM of the
Company to be held in the year 2017 at remuneration as may be decided
by the Board.
The observations and comments given in the Auditors'' Report read with
notes to accounts are self explanatory and do not require further
explanation.
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956 with respect to Director''s Responsibility Statement, it is
hereby confirmed:
1. That in the preparation of the accounts for the financial year ended
March 31, 2014; the applicable accounting standards have been followed
along with proper explanation relating to material departures.
2. That the Directors have adopted such accounting policies and applied
them consistently and made judgments estimates that were reasonable and
prudent so as to give a true and fair view of the state affair of the
Company at the end of the financial year and of the profit or loss of
the company for the year under review.
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4. That the Directors have prepared the accounts for the financial year
ended March 31, 2014 on a "going concern" basis.
SUBSIDIARIES:
The Company does not have any subsidiary Company within the meaning of
Section 4 of the Companies Act, 1956. Thus the Company is not required
to furnish a statement pursuant to the provisions of Section 212 of the
Companies Act, 1956.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement is presented in a
separate section forming part of the Annual Report.
DEPOSITS:
Your Company has not accepted any public deposits and as such no amount
on account of principal or interest on public deposits under Section
58A and Section 58AA of the Companies Act, 1956, read with Companies
(Acceptance of Deposits) Rules, 1975, was outstanding as on the date of
the Balance Sheet.
CORPORATE GOVERNANCE:
The Report on Corporate Governance alongwith the Practicing Company
Secretary Certificate regarding compliance of the conditions of
corporate governance pursuant to Clause 49 of the Listing Agreement is
annexed hereto and forms part of the Annual Report.
* Disclosure under Section 197 with reference to Section II of Schedule
V of the Companies Act, 2013
(i) all elements of remuneration package such as salary, benefits,
bonuses, stock options, pension, etc., of all the directors;
- The Company is giving remuneration to only Mr. Ratish Tagde, details
of which are given in explanatory statement of Item No. 10 and 11 of
Notice of Annual General Meeting.
(ii) details of fixed component and performance linked incentives along
with the performance criteria;
- Please go through explanatory statement of Item No. 10 and 11 of
Notice of Annual General Meeting
(iii) service contracts, notice period, severance fees;
- N.A
(iv) stock option details, if any, and whether the same has been issue
at a discount as well as the period over which accrued and over which
exercisable.
- N.A
CODE OF CONDUCT:
The Board has laid down a Code of Conduct for all Board Members and
Senior Management of the Company. The Code of Conduct has been posted
on the Company''s website.
MANAGEMENT DISCUSSION AND ANALYSIS:
A Management discussion and Analysis as required under the clause 49 of
the Listing Agreement is annexed hereto and forms part of the Annual
Report.
APPRECIATION:
Your Directors take this opportunity to place on record their
appreciation for the support and co-operation, which the Company
continues to receive from its associates and bankers. The Directors are
also thankful to the shareholders for their unstinted support to the
Company.
Your Directors recognize and appreciate the efforts and hard work of
all employees of the Company and their continued contribution to its
progress.
On behalf of Board of Directors
Sd/-
Ratish Tagde
Founder & Managing Director
Place: Mumbai
Date: August 14, 2014
Mar 31, 2013
The directors present herewith the 22nd Annual Report together with
the Audited Statement of Accounts of the Company for the year ended
31st March, 2013.
(Amount in Rs.)
FINANCIAL RESULTS 2012-2013 2011-2012
Revenue from operations 81,318,225 80,978,800
Less: Operational & Other expenses 85,487,566 77,044,502
Profit/(Loss) before Depreciation (4,169,341) 39,34,298
Less: Depreciation 1,753,009 1,620,856
Profit/(Loss) After depreciation (5,922,350) 2,313,442
Add/( Less ) Prior Period Adjustment Nil Nil
Profit/ (Loss) Before Taxation (5,922,350) 2,313,442
Less: Provision for Tax Nil Nil
Current Tax Nil Nil
Deferred Tax (Net) (633,186) Nil
Net Profit After Tax (5,289,164) 2,313,442
Profit / (Loss) brought forward
from previous year (17,448,648) (19,762,090)
Transfer under scheme of Amalgamation (9,327,572) NIL
Balance carried to Balance Sheet (32,065,384) (17,448,648)
OPERATIONS:
For the period ended March 2013 your Company has recorded revenue of Rs.
813 lacs compare to previous year of Rs. 809 lacs. However the expenses
incurred are more this year as compared to last year. Major spent on
the setting up broadcasting activity, appointment of necessary
personnel etc. The Company is yet to initiate its broadcasting
business.
MERGER OF GANDHAR MEDIA LIMITED:
During the year under review, the Bombay High Court has approved the
merger of Gandhar Media Ltd (GML) into Perfect-Octave Media Projects
Ltd (POMPL) vide its order dated September 07, 2012. As per the scheme
of amalgamation, all assets and liabilities of GML stands transferred
and vested in the Company.
TRANSFER TO RESERVES:
In the absence of adequate profits, no amount was transferred to
Reserves.
DIVIDEND:
Due to inadequacy of profits during the year under review, your
Directors do not recommend any dividend for the financial year
2012-2013.
SHARE CAPITAL:
During the year under review, the Bombay High Court has approved the
merger of Gandhar Media Ltd into Perfect- Octave Media Projects Ltd, as
per the said Scheme of Merger the Company has made an allotment of
2,58,22,800 equity shares of Rs. 10/- each to the shareholders of
Gandhar Media Ltd in a ratio of 1:62:1.
As on 31st March, 2013, the paid up share capital of the Company is Rs.
34,01,28,000/- divided into 3,40,12,800 equity shares of Rs. 10/- each.
DIRECTORS:
In accordance with the provisions of Companies Act, 1956 and the
Articles of Association of the Company, Mr. Bharat Gada, Director
retires by rotation and being eligible offer himself for
re-appointment.
During the year under review, Mr. Mahesh Tagde, Mr. Bharat Gada was
appointed as Directors w.e.f November 08, 2012 and Mr. Vivek Salian
appointed as Director w.e.f February 11, 2013.
Mr. Ratish Tadge continues to be Managing Director on the Board of
Director of the Company.
During the year under review, Mr. Santosh Kumar Jain resigned w.e.f
November 08, 2012 and Mr. Anand Jariwal resigned w.e.f February 11,
2013.
SIGNIFICANT DEVELOPMENTS AFTER END OF THE YEAR:
The Company is already airing test signals of India''s first ever
classical based music channel. The name of channel is "INSYNCÂ. The
test signals are available on two major digital cable networks Hathway
and In Cable showing the InSync channel on no 315 and 450 respectively
in Mumbai. The Company foresees that by end of July 2013, the channel
shall be launched in all major cities of India including all 4 metro
cities i.e. Mumbai, Delhi, Bangalore and Kolkata.
Subsequent to the year end, Company has roped in Mr. Manish Rach to
take responsibility of sales and distribution of the channel. Mr.
Manish Rach will be appointed as a Director in the company which
requires prior approval from the Ministry of Information and
Broadcasting, Government of India. Mr. Manish Rach possesses 20 years
of rich experience in broadcasting industry and under his able
guidance, we are sure that company will achieve its targets both in
distribution and sale efficiently and timely.
PARTICULARS OF EMPLOYEES:
During the year under review, there were no employees drawing
remuneration ofRs. 60,00,000/- p.a. orRs. 5,00,000/- p.m. or more. Hence
there is no information to be provided in accordance with the
provisions of Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of employees) Rules, 1975.
DISCLOSURE UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956:
The particulars required under Section 217(1)(e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988, is given in Annexure-I to this
Directors Report.
AUDITORS:
The Auditor of the Company M/s. N.K. Jalan & Co., Chartered
Accountants, Mumbai, retires at the ensuing Annual General Meeting and
being eligible offers themselves for re-appointment. The appointment if
made will be in accordance with the sub section (1B) of section 224 of
the Companies Act, 1956 as per certificate furnished by the auditor.
Members will be required to appoint Auditors for the current year and
to authorize the Board of Directors to fix their remuneration.
AUDITOR''S OBSERVATIONS:
The Balance confirmation of some of the Debtors and Creditors were
obtained after completion of Audit.
Other observations of auditor are self explanatory and do not require
any further to be commented by directors in this report.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 217 (2AA) of the Companies
Act, 1956 with respect to Director''s Responsibility Statement, it is
hereby confirmed:
1. That in the preparation of the accounts for the financial year
ended 31st March 2013; the applicable accounting standards have been
followed along with proper explanation relating to material departures.
2. That the Directors have adopted such accounting policies and
applied them consistently and made judgments estimates that were
reasonable and prudent so as to give a true and fair view of the state
affair of the Company at the end of the financial year and of the
profit or loss of the company for the year under review.
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4. That the Directors have prepared the accounts for the financial
year ended 31st March 2013 on a "going concern basis.
SUBSIDIARIES:
The Company does not have any subsidiary Company.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report for the year under review as
required under Clause 49 of the Listing Agreement is presented in a
separate section forming part of the Annual Report.
DEPOSITS:
The Company has not accepted deposits falling within the provisions of
Section 58A of the Companies Act, 1956 read with Companies (Acceptance
of the Deposits) Rules, 1975 during the year under review.
CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement entered into with the
Stock Exchanges, the Company has complied with the provisions of
Corporate Governance and a report on Corporate Governance is annexed
hereto and forms part of this report. A certificate from Practicing
Company Secretary of the Company regarding compliance of Corporate
Governance, as stipulated under Clause 49 of the Listing Agreement, is
appended to the Annual Report.
DEPOSITORY SYSTEM:
The Company has electronic connectivity with both depositories namely
Central Depository Services (India) Limited and National Securities
Depository Limited. As on March 31, 2013, 75.11% of the Company''s
paid-up share capital representing 2,55,48,400 equity shares is in
dematerialized form. In view of the numerous advantages offered by the
Depository system, Members holding shares in physical mode are
requested to avail of the facility of dematerialization of the
Company''s shares on either of Depositories.
GO GREEN INITIATIVE:
The Ministry of Corporate Affairs, Government of India, through its
Circular nos. 17/2011 and 18/2011 dated April 21, 2011 and April 29,
2011 respectively, has allowed companies to send the annual reports and
other official documents to their shareholders electronically as part
of its green initiatives in Corporate, provided the email address of
the shareholder is obtained by the Company from the shareholders.
This move by the Ministry will benefit the society at large through
reduction in paper consumption and contribution towards a Greener
Environment. It will also ensure prompt receipt of communication and
avoid loss in postal transit.
Keeping the above in view, your Company proposes to send documents such
as the Notice of the Annual General Meeting and Annual Reports
henceforth to the shareholders by Electronic means, to the e-mail
address provided by them and/or made available to the Company by the
Depositories. In absence of any communication from the shareholders,
email id in the records of depositories shall be considered registered
email id of the respective shareholder.All the shareholders who hold
their shares in physical form and whose e-mail address are not
available with the Company, may if they wish to receive the Annual
Report in electronic form, please send their email to
[email protected]. The Company solicits active cooperation of
shareholders in helping the Company to implement the e-governance
initiatives of the Government.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation for the
support and co-operation, which the Company continues to receive from
its associates and bankers. The Directors are also thankful to the
shareholders for their unstinted support to the Company.
On behalf of Board of Directors
Sd/-
Ratish Tagde Managing Director
Place: Mumbai
Date: 30th May, 2013
Mar 31, 2012
The directors present herewith the 21st Annual Report together with
the Audited Statement of Accounts of the Company for the year ended
31st March, 2012.
(Amount In Rs.)
Financial Results 2011-2012 2010-2011
Revenue from operations 80,978,800 1,543,009
Less: Operational & Other expenses 77,044,502 2,926,016
Profit / (Loss) before Depreciation 39,34,298 (1,383,007)
Less: Depreciation 1,620,856 379,726
Profit / (Loss) After depreciation 2,313,442 (1,762,733)
Add / (Less ) Prior Period Adjustment Nil Nil
Profit / (Loss) Before Taxation 2,313,442 (1,762,733)
Less: Provision for Tax Nil Nil
Current Tax Nil Nil
Deferred Tax (Net) Nil Nil
Net Profit After Tax 2,313,442 (1,762,733)
Profit / (Loss) brought forward from
previous year (19,762,090) (17,999,357)
Balance carried to Balance Sheet (17,448,648) (19,762,090)
Operations
During the year under review, your Company has remarkably expanded its
operations in the media segment and registered substantial growth. Your
company is proud to announce its foray in the media industry as "a
first mover" in the untapped segment of non-film music. The Directors
of your Company are pleased to report that during the year under
review, your Company has decided to start a non-news Television Channel
in the non-film music segment. During the year under review Company has
also established itself as a major player in content creation and
acquisitions in the non-film music video content segment. Company has
also commenced providing content to various players in the segment. We
have already tied up various important aspects like airtime sales,
distribution etc in respect of the proposed TV Channel business with
leading agencies. We propose to launch the TV Channel tentatively by
November/December 2012.
For the period ended March 2012 your Company has recorded revenue of Rs.
809 lacs compare to previous years of Rs. 15.43 lacs, thereby registering
substantial growth. Since non-film based music content is not
available, therefore content creation is a major challenge and at the
same time a booming business opportunity.
Transfer To Reserves
In the absence of adequate profits, no amount was transferred to
Reserves.
Dividend
Due to inadequacy of profits during the year review, your Directors do
not recommend any dividend for the financial year 2011-2012.
Share Capital
During the year under review, The Company has made allotment of
8,00,000 equity shares Rs. 10/- each at a premium of Rs. 15/- per share to
a Non-promoter.
As on 31st March, 2012, The paid up share capital of the Company is Rs.
8,19,00,000/- divided into 81,90,000 equity shares of Rs. 10/- each.
Directors
In accordance with the provisions of Companies Act, 1956 and the
Articles of Association of the Company, Mr. Ratish Tagde, director
retires by rotation and being eligible offer himself for
re-appointment.
During the year under review, Mr. Mahesh Tagde was appointed as a
Director w.e.f 22nd June, 2011 and resigned in the post financial year.
Mr. Anand Jariwal, is continuing his Directorship on the Board of
Director of the Company..
During the year under review, Mr. Vimal Bhatnagar and Mr. Vijay
Negandhi were appointed as directors on 21st May, 2011 and resigned on
13th October, 2011. Subsequent to year end, Mr. Ratish Tagde was
appointed as a Managing Director.
Significant Developments During The Year
During the year under review, the Board of Directors, in their meeting
held on 9th March 2012 approved the scheme of merger of M/s Gandhar
Media Limited (GML) into Perfect Octave Media Projects Limited. GML
possess musical content in the targeted musical segment and also all
top music maestros like Padmabhushan Pt. Shivkumar Sharma, Padmabhushan
Pt. Hariprasad Chaurasia, Padmashri Ustad Rashid Khan, Padmashri
Shankar Mahadevan, Niladri Kumar, Pt Vijay Ghate have signed up as an
advisors with GML. Therefore, the proposed merger will bring in immense
content library as well as expertise from these maestros to the
Company. The synergy between the companies will add enormous value to
the entire television channel project of the Company.
The members of the Company have approved the said scheme of merger in
the Court Convened Meeting held on 28thMay, 2012.
Particulars Of Employees
During the year under review, there were no employees drawing
remuneration of Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m. or more. Hence
there is no information to be provided in accordance with the
provisions of Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975.
Disclosure Under Section 217(1)(e) Of The Companies Act, 1956
The particulars required under Section 217(1)(e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988, is given in Annexure-I to this
Directors Report.
Auditors
The Auditor of the Company M/s. N.K. Jalan & Co., Chartered
Accountants, Mumbai, retires at the ensuing Annual General Meeting and
being eligible offers themselves for re-appointment. The appointment if
made will be in accordance with the sub section (1B) of section 224 of
the Companies Act, 1956 as per certificate furnished by the auditor.
Members will be required to appoint Auditors for the current year and
to authorize the Board of Directors to fix their remuneration.
Auditor''s Observations
Observations of auditor are self explanatory and do not require to be
commented further by directors in this report. Dirctors Responsibility
Statement
Pursuant to the requirement under section 217 (2AA) of the Companies
Act, 1956 with respect to Director''s Responsibility Statement, it is
hereby confirmed:
1. That in the preparation of the accounts for the financial year
ended 31st March 2012; the applicable accounting standards have been
followed along with proper explanation relating to material departures.
2. That the Directors have adopted such accounting policies and
applied them consistently and made judgments estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit or loss of the company for the year under review.
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4. That the Directors have prepared the accounts for the financial
year ended 31st March 2012 on a "going concern" basis.
Subsidiaries
The Company does not have any subsidiary Company.
Management Discussion And Analysis
Management Discussion and Analysis Report for the year under review as
required under Clause 49 of the Listing Agreement is presented in a
separate section forming part of the Annual Report.
Deposits
The Company has not accepted deposits falling within the provisions of
Section 58A of the Companies Act, 1956 read with Companies (Acceptance
of the Deposits) Rules, 1975 during the year under review.
Corporate Governance
Pursuant to Clause 49 of the Listing Agreement entered into with the
Stock Exchanges, the Company has complied with the provisions of
Corporate Governance and a report on Corporate Governance is annexed
hereto and forms part of this report. A certificate from Practicing
Company Secretary regarding compliance of Corporate Governance, as
stipulated under Clause 49 of the Listing Agreement, is appended to the
Annual Report.
Depository System
The Company has electronic connectivity with both the depositories
namely Central Depository Services (India) Limited and National
Securities Depository Limited. As on March 31, 2012, 78.86% of the
Company''s paid-up share capital representing 64,58,800 equity shares is
in dematerialized form.
In view of the numerous advantages offered by the Depository system,
Members holding shares in physical mode are requested to avail of the
facility of dematerialization of the Company''s shares on either of
Depositories.
Go Green Initiative
The Ministry of Corporate Affairs, Government of India, through its
Circular nos. 17/2011 and 18/2011 dated April 21, 2011 and April 29,
2011 respectively, has allowed companies to send the annual reports and
other official documents to their shareholders electronically as part
of its green initiatives in Corporate, provided the email address of
the shareholder is obtained by the Company from the shareholders.
This move by the Ministry will benefit the society at large through
reduction in paper consumption and contribution towards a Greener
Environment. It will also ensure prompt receipt of communication and
avoid loss in postal transit.
Keeping the above in view, your Company proposes to send documents such
as the Notice of the Annual General Meeting and Annual Reports
henceforth to the shareholders by Electronic means, to the e-mail
address provided by them and/or made available to the Company by the
Depositories. In absence of any communication from the shareholders,
email id in the records of depositories shall be considered registered
email id of the respective shareholder.
All the shareholders who hold their shares in physical form and whose
e-mail address are not available with the Company, may if they wish to
receive the Annual Report in electronic form, please send their email
to [email protected]
The Company solicits active cooperation of shareholders in helping the
Company to implement the e-governance initiatives of the Government.
Acknowledgement
Your Directors wish to place on record their appreciation for the
support and co-operation, which the Company continues to receive from
its associates and bankers. The Directors are also thankful to the
shareholders for their unstinted support to the Company.
On behalf of Board of Directors
Place: Mumbai Ratish Tagde
Date: August 11, 2012 Managing Director
Mar 31, 2011
The directors present herewith the 20th Annual Report together with
the Audited Statement of Accounts of the Company for the year ended
31st March, 2011.
FINANCIAL RESULTS (Amount In Rs.)
2010 2011 2009-2010
Total Income 1,543,009 732,100
Less: Total Expenditure 2,926,016 501,370
Profit/(Loss) before
Depreciation (1,383,007) 230,730
Less: Depreciation 379,726 Nil
Profit/(Loss) After
depreciation (1,762,733) 230,730
Add/( Less ) Prior
Period Adjustment Nil Nil
Profit (Loss) Before
Taxation (1,762,733) 230,730
Less: Provision for Tax Nil Nil
Current Tax Nil 39,580
Deferred Tax (Net) Nil Nil
Net Profit After Tax (1,762,733) 191,150
Profit / (Loss) brought
forward from previous year (17,999,357) 18,190,507)
Balance carried to
Balance Sheet (19,762,090) (17,999,357)
OPERATIONS:
During the year under review, the Company has diversified its business
activity from Manufacturing to Media Industry. Company is proposing to
venturing into content creation business in Indian music and
broadcasting the same through its proposed own TV Channel. The
management of your company has recently changed hands and the new
management has taken over the business activities.
TRANSFER TO RESERVES:
In the absence of adequate profits, no amount was transferred to
Reserves.
DIVIDEND:
Due to inadequacy of profits during the year review, your Directors do
not recommend any dividend for the financial year 2010-2011.
SIGNIFICANT DEVELOPMENT DURING THE YEAR:
During the year under review, M/s. Raga Café Private Limited and Mr.
Ratish Tagde, (Acquirers) have given an Open Offer to the existing
shareholders of the Company in compliance with the Regulations 10 & 12
of the Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 1997. The offer was opened on
March 28, 2011 and closed on April 18, 2011. During the said open offer
105,400 shares were tendered to the Acquirer. Mr. Santosh Kumar Jain
also controls the management and is the only executive director of the
Board. Now the management is in process of completion of procedural
formalities for change in management control in hands of Mr. Ratish
Tagde and M/s. Raga Café Private Limited.
SHARE CAPITAL:
During the year under review, the Authorised Share Capital of the
Company has increased from Rs. 70,000,000/- to Rs. 86,000,000/- in the
Extra Ordinary General Meeting of the members of the Company held on
December 30, 2011.
The Company has made a preferential allotment of 4,390,000 Equity
shares of Rs. 10/- each at par to the promoters and non promoters which
had triggered Open Offer by the Promoters viz. Mr. Ratish Tagde and
M/s. Raga Café Private Limited.
As on March 31, 2011, Paid à up Share Capital of the Company is Rs.
73,900,000/- divided into 73,90,000 equity shares of Rs. 10/- each
fully paid-up.
DIRECTORS:
In accordance with the provisions of Companies Act, 1956 and the
Articles of Association of the Company, Mr. Santosh Kumar Jain,
director retires by rotation and being eligible offer himself for
re-appointment.
Mr. Vimal Bhatnagar and Mr. Vijay Negandhi were appointed as an
Additional Directors with effect from May 21, 2011. They hold office
upto the date of conclusion of ensuing Twentieth Annual General Meeting
of the Company. The Company has received notice from members proposing
the candidature of Mr. Vimal Bhatnagar and Mr. Vijay Negandhi as
Directors of the Company in terms of Section 257 of the Companies Act,
1956.
During the year under review, Mr. Gopiram Jariwal resigned from the
position of directorship of the Company with effect from March 22,
2011.
PARTICULARS OF EMPLOYEES:
During the year under review, there were no employees drawing
remuneration of Rs. 24,00,000/- p.a. or Rs. 2,00,000/- p.m. or more.
Hence there is no information to be provided in accordance with the
provisions of Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of employees) Rules, 1975.
DISCLOSURE UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956:
The particulars required under Section 217(1)(e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988, is given in Annexure-I to this
Directors Report.
AUDITORS:
The Auditor of the Company M/s. N.K. Jalan & Co., Chartered
Accountants, Mumbai, retires at the ensuing Annual General Meeting and
being eligible offers themselves for re-appointment. The appointment if
made will be in accordance with the sub section (1B) of section 224 of
the Companies Act, 1956 as per certificate furnished by the auditor.
Members will be required to appoint Auditors for the current year and
to authorize the Board of Directors to fix their remuneration.
AUDITORS OBSERVATIONS:
Observations of auditor are self explanatory and do not require any
further to be commented by directors in this report.
DIRCTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 217 (2AA) of the Companies
Act, 1956 with respect to Directors Responsibility Statement, it is
hereby confirmed:
1. That in the preparation of the accounts for the financial year
ended 31st March 2011; the applicable accounting standards have been
followed along with proper explanation relating to material departures.
2. That the Directors have adopted such accounting policies and
applied them consistently and made judgments estimates that were
reasonable and prudent so as to give a true and fair view of the state
affair of the Company at the end of the financial year and of the
profit or loss of the company for the year under review.
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4. That the Directors have prepared the accounts for the financial
year ended 31st March 2011 on a "going concern" basis.
SUBSIDIARIES:
The Company does not have any subsidiary Company.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report for the year under review as
required under Clause 49 of the Listing Agreement is presented in a
separate section forming part of the Annual Report.
DEPOSITS:
The Company has not accepted deposits falling within the provisions of
Section 58A of the Companies Act, 1956 read with Companies (Acceptance
of the Deposits) Rules, 1975 during the year under review.
CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement entered into with the
Stock Exchanges, the Company has complied with the provisions of
Corporate Governance and a report on corporate governance is annexed
hereto and forms part of this report. A certificate from Auditors of
the Company regarding compliance of Corporate Governance, as stipulated
under Clause 49 of the Listing Agreement, is appended to the Annual
Report.
DEPOSITORY SYSTEM:
During the year under review, the Company has obtained electronic
connectivity with both the depositories namely Central Depository
Services (India) Limited and National Securities Depository Limited. As
on March 31, 2011, 64.54% of the Companys paid-up share capital
representing 4,769,500 equity shares is in dematerialized form.
Further, as on date i.e. May 20, 2011, 68.40% of the Companys paid-up
share capital representing 5,054,700 equity shares is in dematerialized
form.
In view of the numerous advantages offered by the Depository system,
Members holding shares in physical mode are requested to avail of the
facility of dematerialization of the Companys shares on either of
Depositories.
GO GREEN INITIATIVE:
Very recently the Ministry of Corporate Affairs, Government of India,
through its Circular nos. 17/2011 and 18/2011 dated April 21, 2011 and
April 29, 2011 respectively, has allowed companies to send the annual
reports and other official documents to their shareholders
electronically as part of its green initiatives in Corporate, provided
the email address of the shareholder is obtained by the Company from
the shareholders.
This move by the Ministry will benefit the society at large through
reduction in paper consumption and contribution towards a Greener
Environment. It will also ensure prompt receipt of communication and
avoid loss in postal transit.
Keeping the above in view, your Company proposes to send documents such
as the Notice of the Annual General Meeting and Annual Reports
henceforth to the shareholders by Electronic means, to the e-mail
address provided by them and/or made available to the Company by the
Depositories. In absence of any communication from the shareholders,
email id in the records of depositories shall be considered registered
email id of the respective shareholder.
All the shareholders who hold their shares in physical form and whose
e-mail address are not available with the Company, may if they wish to
receive the Annual Report in electronic form, please send their email
to [email protected].
The Company solicits active cooperation of shareholders in helping the
Company to implement the e-governance initiatives of the Government.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation for the
support and co-operation, which the Company continues to receive from
its associates and bankers. The Directors are also thankful to the
shareholders for their unstinted support to the Company.
On behalf of Board of Directors of
Santosh Jain
Whole Time Director
Place: Mumbai
Date: May 21, 2011
Mar 31, 2010
The directors present herewith the 19th Annual Report together with
the Audited Statement of Accounts of the Company for the year ended
31st March, 2010.
(Rs. In lakhs)
FINANCIAL RESULTS 2009-2010 2008-2009
Total Income 7.32 15.51
Less: Total Expenditure 4.43 (42.14)
Profit/(Loss) before Depreciation 2.88 (26.64)
Less: Depreciation Nil Nil
Profit/(Loss) After depreciation 2.88 (26.64)
Add/( Less ) Prior Period Adjustment Nil Nil
Profit/ (Loss) Before Taxation 2.88 (26.64)
Less: Provision for Tax
Current Tax Nil Nil
Deferred Tax (Net) Nil Nil
Net Profit After Tax 2.88 (26.64)
Profit / (Loss) brought forward from
previous year (181.90) (155.27)
Balance carried to Balance Sheet (179.02) (181.90)
OPERATIONS:
During the year under review, the company earned income of Rs. 7.32
Lacs from investments. However the management has decided to diversify
its business to media industry. Accordingly the effective steps have
been taken by inducting Mr. Ratish Tagde on the Board of the Company
who has an experience of a decade in the field of media industry
especially of music industry. Your management is confident of turning
around the company in this diversified business.
In the absence of adequate profits, no amount was transferred to
Reserves.
DIVIDEND:
Due to inadequacy of profits during the year review, your Directors do
not recommend any dividend for the financial year 2009-2010.
CHANGE OF NAME:
The Board has proposed a change in name of the Company from New Bombay
Printing & Dyeing Mills Limited to Perfect-Octave Media Projects
Limited. An explanatory statement is appended to the Notice of the
ensuing Annual General Meeting of the Company.
DIRECTORS:
In accordance with the provisions of Companies Act, 1956 and the
Articles of Association of the Company Mr. Anand Gariwal, director
retires by rotation and being eligible offer himself for re-
appointment.
Mr. Ratish Tagde was appointed as an Additional Director with effect
from June 14, 2010. He holds office upto the date of ensuing Nineteenth
Annual General Meeting of the Company. The Company has received a
notice from a member proposing the candidature of Mr. Ratish Tagde as a
Director of the Company in terms of Section 257 of the Companies Act,
1956.
During the year under review, Mr. Gajesh Abani has resigned from the
position of Managing Director as well as from the Board. Mr. Santosh
Jain was appointed as the Whole Time Director w.e.f. June 4, 2009 for a
period of five years at no remuneration.
PARTICULARS OF EMPLOYEES:
During the year under review, there were no employees drawing
remuneration of Rs. 24,00,000/- p.a. or Rs. 2,00,000/- p.m. or more.
Hence there is no information to be provided in accordance with the
provisions of Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of employees) Rules, 1975.
DISCLOSURE UNDER SECTION 217(l)(e) OF THE COMPANIES ACT. 1956:
The particulars required under Section 217(l)(e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988, is given in Annexure-I to this
Directors Report.
AUDITORS:
The Auditor of the Company M/s. N.K. Jalan & Company, Chartered
Accountants, Mumbai, retires at the ensuing Annual General Meeting and
being eligible offers themselves for re- appointment. The appointment
if made will be in accordance with the sub section (IB) of section 224
of the Companies Act, 1956 as per certificate furnished by the auditor.
Members will be required to appoint Auditors for the current year and
to authorize the Board of Directors to fix their remuneration.
AUDITORS OBSERVATIONS:
Observations of auditor are self explanatory and do not reauired
further to be commented bv directors in this report.
DIRCTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 217 (2AA) of the Companies
Act, 1956 with respect to Directors Responsibility Statement, it is
hereby confirmed:
1. That in the preparation of the accounts for the financial year
ended 31st March 2010; the applicable accounting standards have been
followed along with proper explanation relating to material departures.
2. That the Directors have adopted such accounting policies and
applied them consistently and made judgments estimates that were
reasonable and prudent so as to give a true and fair view of the state
affair of the Company at the end of the financial year and of the
profit or loss of the company for the year under review.
3. .That the Directors have taken proper and sufficient car,e for the
maintenance of adequate accounting records in accordance with
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4. That the Directors have prepared the accounts for the financial
year ended 31st March 2010 on a "going concern" basis.
SUBSIDIARIES;
The Company does not have any subsidiary Company.
MANAGEMENT DISCUSSION AND ANALYSIS;
Management Discussion and Analysis Report for the year under review as
required under Clause 49 of the Listing Agreement is presented in a
separate section forming part of the Annual Report.
DEPOSITS:
The Company has not accepted deposits falling within the provisions of
Section 58A of the Companies Act, 1956 read with Companies (Acceptance
of the Deposits) Rules, 1975 during the year under review.
CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement entered into with the
Stock Exchanges, the Company has complied with the provisions of
Corporate Governance and a report on corporate governance is annexed
hereto and forms part of this report. A certificate from Auditors of
the Company regarding compliance of Corporate Governance, as stipulated
under Clause 49 of the Listing Agreement, is appended to the Annual
Report.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation for the
support and co-operation, which the Company continues to receive from
its associates and bankers. The Directors are also thankful to the
shareholders for their unstinted support to the Company.
On behalf of Board of Directors of
Sd/-
Santosh Jain
Whole Time Director
Place: Mumbai
Date: September 4, 2010