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Directors Report of Perfect-Octave Media Projects Ltd.

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 "INSYNC”. 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 perfectoctaves@gmail.com. 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 perfectoctaves@gmail.com

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 – 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 perfectoctaves@gmail.com.

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

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