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Oyeeee Media Ltd.

BSE: 539310 Sector: Media
NSE: N.A. ISIN Code: INE365S01011
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OPEN 15.50
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VOLUME 42000
52-Week high 35.25
52-Week low 15.50
P/E 51.67
Mkt Cap.(Rs cr) 23
Buy Price 0.00
Buy Qty 0.00
Sell Price 15.50
Sell Qty 147000.00
OPEN 15.50
CLOSE 17.20
VOLUME 42000
52-Week high 35.25
52-Week low 15.50
P/E 51.67
Mkt Cap.(Rs cr) 23
Buy Price 0.00
Buy Qty 0.00
Sell Price 15.50
Sell Qty 147000.00

Oyeeee Media Ltd. (OYEEEEMEDIA) - Director Report

Company director report

TO THE MEMBERS OF OYEEEE MEDIA LIMITED

The Directors hereby present their Eighth Annual Report on the business and operationsof the Company and the financial statements for the year ended 31st March2016.

FINANCIAL HIGHLIGHTS/PERFORMANCE OF THE COMPANY

(Rs. in Lakhs)
Particulars Year ended 31st March 2016 Year ended 31st March 2015
Total Income 1439.75 101.40
Total Expenditure 1389.04 61.29
Profit before Tax 50.72 40.11
Tax Expense 16.44 12.39
Profit for the period 34.28 27.72
Brought forward from previous year 28.75 1.03
Surplus carried to Balance Sheet 63.03 28.75

COMPANY PERFORMANCE

The Company’s revenue during the year is Rs. 1439.75 Lakhs as compared to Rs.101.40 Lakhs in the previous year. The Company’s profit before tax is Rs. 50.72 Lakhsduring the year as compared to Rs. 40.11 Lakhs in the previous year. The Company earned anet profit of Rs. 34.28 Lakhs as against a net profit of Rs. 27.72 Lakhs in the previousyear.

DIVIDEND

In order to maintain a healthy capital adequacy ratio to support long term growth ofCompany Directors has not recommended any Dividend for the Financial Year 2015-16.

SHIFTING OF REGISTERED OFFICE

In order to meet the space requirement and keeping in view the expanded businessoperations the registered office of the Company was shifted from A-201 2nd FloorCrystal Plaza New Link Road Oshiwara Village Andheri West Mumbai- 400053 to Office No807 8th Floor Lotus Trade Center New Link Road Opp Star Bazar Andheri(West)Mumbai-400053 Maharashtra with effect from 18th December 2015.

INITIAL PUBLIC OFFER

The Company came out with the Initial Public Offer (Issue) to meet the business needsof the Company. The Issue of the Company was closed on 19th August 2015 whichreceived an overwhelming response from retail as well as non-retail investors. The Issuewas duly subscribed and the allotment was finalized in consultation with the Bombay StockExchange Limited. The Company allotted fully paid up 3975000 Equity Shares of Rs. 10/-each at Rs. 40/- each including a premium Rs. 30/- per share. The Equity Shares of theCompany were listed and admitted to dealings on the Small and Medium Enterprise Platformof Bombay Stock Exchange Limited with effect from 02nd September 2015.

CAPITAL STRUCTURE OF THE COMPANY

Subsequent to the aforesaid corporate actions the authorised share capital of theCompany as on date is Rs 180000000/- (Rupees Eighteen Crores) divided into 18000000Equity Shares of Rs. 10/- each and the issued subscribed and paid-up capital of theCompany is Rs. 148140000/- (Rupees Fourteen Crores Eighty One Lakhs Forty Thousand)divided into 14814000 Equity Shares of Rs. 10/- each.

USE OF PROCEEDS

The proceeds from the Issue of the Company have been utilized / are in process ofutilization for the purpose for which they were raised and there is no deviation in theutilization of proceeds.

TRANSFER TO RESERVES

The Company has not transferred any amount out of the profit earned to reserve accountduring the year under review. The entire profit earned during the year under review isproposed to be retained in the Statement of Profit and Loss.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting the financial positionof the company which have occurred between the end of the financial year of the company towhich the financial year relate and the date of this report.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant material orders passed by the Regulators or Courts orTribunals impacting the going concern status of the Company and its operations in future.

ADEQUACY OF INTERNAL CONTROLS

The Company’s Internal Control Systems are commensurate with the nature size andcomplexity of its business and ensure proper safeguarding of assets maintaining properaccounting record and providing reliable financial information.

The Directors have laid down internal financial controls to be followed by the Companyand such policies and procedures have been adopted by the Company for ensuring the orderlyand efficient conduct of its business including adherence to Company’s policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting record and the timely preparation of reliablefinancial information.

An external independent firm carries out the internal audit of the Company operationsand reports its findings to the Audit Committee on a regular basis. Internal Risk andControl function also evaluates organisational risk along with controls required formitigating those risks. Internal Audit provides assurance on functioning and quality ofinternal controls along with adequacy and effectiveness through periodic reporting.

The Company has a Code of Business Conduct for all employees and a clearly articulatedand internalized delegation of financial authority. These authority levels areperiodically reviewed by management and modifications if any are submitted to the AuditCommittee and Board for approval. The Company also takes prompt action on any violationsof the Code of Business Conduct by its employees.

The Audit Committee reviews the effectiveness of the internal control system and alsoinvites senior management personnel to provide updates on operating effectiveness andcontrols from time to time. A CEO/CFO Certificate signed by the Chief Financial Officer ofthe Company confirms the existence and effectiveness of internal controls and reiteratestheir responsibilities to report deficiencies to the Audit Committee. The Audit Committeealso reviews the Risk management framework periodically and ensures it is updated andrelevant.

During the year under review the Internal Financial Control Audit was carried out bythe Statutory Auditors the Report of which is forming part of this Annual Report.

DEPOSITS

During the year under review the Company has not accepted any deposit within themeaning of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014.

STATUTORY AUDITORS

M/s Agarwal & Mangal Chartered Accountants (Firm Registration No- 100061W)Statutory Auditors of the Company hold office till the conclusion of the ensuing AnnualGeneral Meeting of the Company and are eligible for re-appointment. They have confirmedtheir eligibility to the effect that their re-appointment if made would be within theprescribed limits under the Act and that they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors’ Report areself-explanatory and do not call for any further comments. The Auditors’ Report doesnot contain any qualification reservation or adverse remark or disclaimer.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhad appointed Ms. Kavita Raju Joshi Practising Company Secretary to undertake theSecretarial

Audit of the Company for a consecutive term of three financial years starting from2015-16 to 2017-18. The Secretarial Audit Report is given as "Annexure-A"forming part of this Report.

DETAILS OF SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any subsidiary/joint ventures/associate companies.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return is prepared in Form MGT-9 as per the provisions of theCompanies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules2014 and the same is annexed as "Annexure-B" to this Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Particulars of Conservation of Energy Technology Absorption

The Provisions of Section 134(m) of the Act relating to conservation of energy andtechnology absorption do not apply to this Company as the Company has not carried out anymanufacturing activities.

b) Foreign Exchange Earnings and Outgo

During the year under review there was no foreign exchange outgo nor was any foreignexchange earned.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Declaration by Independent Directors

All the Independent Directors have given a declaration that they meet the criteria ofIndependence as laid down under Section 149(6) of the Companies Act 2013 read with therules made there under and as per SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015. In the opinion of the Board they fulfil the conditions of Independenceas specified in the Act and the rules made there under.

b) Familiarisation Programme

The Independent Directors are familiarised with the Company their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. On appointment the Independent Director is issued aLetter of Appointment setting out in detail the terms of appointment dutiesresponsibilities and expected time commitments. The Director is also informed in brief thevarious compliances required from him/her as a Director. The Director is also explained indetail the various compliances required from him/her as a Director under the variousprovisions of the Companies Act 2013 SEBI (LODR) Regulations 2015. The details offamiliarisation programme are available on the Company’s website under the weblinkwww.oyeeeemedia.com.

c) Non-Independent Director

In accordance with the provisions of Companies Act 2013 Mr. Raj Saluja (DIN:07111214) Managing Director of the Company is liable to retire by rotation and beingeligible offers himself for re-appointment. The Board recommends his appointment with aview to avail his valuable advices and wise counsel.

A brief profile of the above Director seeking appointment/re-appointment required asper SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is given inthe Notice forming part of the Annual Report.

d) Changes in Directorship during the year

During the year under review Mr. Nitin Kishore Boricha (DIN: 05245737) was appointed asNon-Executive (Independent) Director of the Company by the Board at their meeting held on18th December 2015.

e) Key Managerial Personnel

Mr. Prasanjit Gupta (DIN: 07109349) was re-designated as Non-Executive Non-IndependentDirector from Whole Time Director with effect from 30th June 2015.

Mr. Prasanjit Gupta (DIN: 07109349) resigned from the Directorship of the Company witheffect from 18th December 2015. The Board places on record their appreciationfor the valuable services rendered by Mr. Prasanjit Gupta (DIN: 07109349) during histenure.

ANNUAL EVALUATION OF BOARD’S PERFORMANCE

Pursuant to the provisions of Section 178 of the Companies Act 2013 and the SEBIListing Regulations evaluation of all Board members is done on an annual basis. Theevaluation is done by the Board Nomination and Remuneration Committee and IndependentDirectors with specific focus on the performance and effective functioning of the Boardand Individual Directors. Such performance evaluation process was formulated inconsultation with the Nomination and Remuneration Committee and approved by the Board. Theperformance evaluation thus included the following:

a) Criteria for evaluation of Board of Directors as a Whole

• The frequency of meetings;

• The length of meetings;

• The number of committees and their roles;

• The flow of information to board members and between board members;

• The quality and quantity of information;

• The disclosure of information to the stakeholders.

b) Criteria for evaluation of the Individual Directors

• Ability to contribute and monitor corporate governance practices;

• Ability to contribute by introducing best practices to address top managementissues;

• Participation in long term strategic planning;

• Commitment to the fulfilment of Director obligations and fiduciaryresponsibilities;

• Guiding strategy;

• Monitoring management performance and development;

• Statutory compliance & Corporate Governance;

• Attendance and contribution at Board/Committee meetings;

• Time spent by each of the member; and

• Core competencies.

The Directors expressed their satisfaction over the evaluation process and resultsthereof.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year ended 31st March 2016 Eleven Board Meetings wereheld on 16th April 2015 28th April 2015 05th May 201530th May 2015 30th June 2015 04th August 2015 28thAugust 2015 14th November 2015 18th December 2015 15thFebruary 2016 & 07th March 2016. The maximum time gap between any twomeetings was less than four months as stipulated under SEBI (LODR) Regulations 2015.

Sl No Date of Board Meeting Total strength of the Board No. of directors present
1. 16.04.2015 4 4
2. 28.04.2015 4 4
3. 05.05.2015 4 4
4. 30.05.2015 4 4
5. 30.06.2015 4 4
6. 04.08.2015 4 4
7. 28.08.2015 4 4
8. 14.11.2015 4 4
9. 18.12.2015 5 5
10. 15.02.2016 4 4
11. 07.03.2016 4 3

The maximum time gap between any two meetings was less than four months as stipulatedunder Clause 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

Attendance at aforesaid Board Meetings at the last Annual General Meeting and thenumber of Directorships and Committee Chairmanship/Memberships in other Companies of eachof the Directors as on 31st March 2016 are below:

Name of Director Board Meeting attended during the year Attendance at the last AGM Number of Directorships and Committee Membership/Chair- manship as on 31st March 2016
Other Directorship # Committee Member- ship ## Committee Chairman- ship
Mr. Raj Saluja 10 Yes - 1 -
Mr. Abhishek Awasthi 11 Yes - 1 1
Ms. Vividha Kirti 11 Yes 1 1
Mr. Nitin Kishore Boricha 3 No - 1 -

# Excluding Private Limited Companies and Companies under section 8 of the CompaniesAct 2013.

## Includes only membership of Audit Committee and Stakeholders Relationship/GrievanceCommittee as per SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015.

None of the Directors on the Board is a Member of more than 10 Board-level Committeesor Chairman of more than 5 such Committees as specified in SEBI (Listing Obligations andDisclosure Requirement) Regulation 2015 across all the Companies in which he/she is aDirector.

None of the other Directors is acting as Independent Director in more than seven listedcompanies.

None of the Directors are related inter-se.

MEETINGS OF INDEPENDENT DIRECTOR

During the year under review a separate meeting of Independent Directors was held on07th March 2016 wherein the performance of the non-independent directors andthe Board as a whole was reviewed. The Independent Directors at their meeting alsoassessed the quality quantity and timeliness of flow of information between the Companymanagement and the Board of Directors of the Company.

COMMITTEES OF THE BOARD

The Company has constituted/re-constituted various Board level committees in accordancewith the requirements of Companies Act 2013. Details of all the above Committees alongwith the composition and meetings held during the year under review are provided below.

AUDIT COMMITTEE

Composition:

As on 31st March 2016 the Committee consists of 3 Directors all endowedwith years of experience in the field of operations finance and accounts. The Committeecomprises of:

Sl No Name Category Designation
1. Mr. Abhishek Awasthi Independent Director Chairman
2. Ms. Vividha Kirti Independent Director Member
3. Mr. Nitin Kishore Boricha Non-Executive Director Member

The Chairman of the Audit Committee is an Independent Director and the Secretary of theCompany acts as the Secretary to the Committee.

The Committee’s composition and its terms of reference meet the requirements ofSection 177 of the Companies Act 2013 and SEBI (listing Obligations and DisclosureRequirements) Regulations 2015.

The Audit Committee is empowered pursuant to its terms of reference inter-aliato:

• Investigate any activity within its terms of reference

• Seek information from any employee

• Obtain outside legal or other professional advice

• Secure attendance of outsiders with relevant expertise if it considersnecessary

• Have full access to information contained in the records of the Company

The Audit Committee of the Company is entrusted with the responsibility to supervisethe Company’s internal controls and financial reporting process and inter aliaperforms the following functions:

1. Overseeing the Company’s financial reporting process and the disclosure of itsinformation to ensure that the financial statements are correct sufficient and credible;

2. Recommending to the Board the appointment reappointment and if required thereplacement or removal of the statutory auditor fixing of audit fees and approvingpayments for any other service;

3. Reviewing with the management the annual financial statements and auditor’sreport thereon before submission to the Board for approval with particular reference to:

• Matters required to be included in the Directors’ Responsibility Statementto be included in the Board’s Report as per Sec 134(3)(c) of the Companies Act 2013;

• Changes if any in the accounting policies and practices and the reasons forthe same.

• Major accounting entries involving estimates based on the exercise of judgmentby management.

• Significant adjustments made in the financial statements arising out of auditfindings;

• Compliance with the Listing Regulations and other legal requirements relating tofinancial statements;

• Disclosure of any related party transactions; and

• Qualifications in the draft audit report if any.

4. Examination of financial statements and the Auditors’ report thereon.

5. Reviewing with the management quarterly half-yearly nine months and annualfinancial statements before submission to the Board for approval;

6. Reviewing and monitoring the auditors’ independence and performance andeffectiveness of audit process.

7. Reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit;

8. Formulating in consultation with the Internal Auditor the scope functioningperiodicity and methodology for conducting the internal audit;

9. Discussion with the internal auditors on internal audit reports relating to internalcontrol weaknesses and any other significant findings and follow-up thereon;

10. Evaluating the internal financial controls and risk management policies system ofthe Company;

11. Discussion with the statutory auditors before the audit commences about the natureand scope of audit as well as post-audit discussion to ascertain any area of concern;

12. To review the functioning of the Whistle Blower Mechanism.

13. Any other matter referred to by the Board of Directors.

Meetings and Attendance during the year

The Audit Committee held Four (4) Meetings during the Financial Year 2015-16 the datesof the meeting being 15th May 2015 20th August 2015 14thNovember 2015 & 29th March 2016. The maximum gap between any two Meetingsof the Audit Committee held during the year was not more than 120 days.

The attendance of the Members at the above Audit Committee meetings was as follows:

Name of the Member No. of meetings held No. of meetings attended
Mr. Abhishek Awasthi 4 4
Ms. Vividha Kirti 4 4
Mr. Prasanjit Gupta 4 3
Mr. Nitin Kishore Boricha 4 1

Notes:

1. Mr. Prasanjit Gupta (DIN: 07109349) resigned from the Directorship of the Companywith effect from 18th December 2015.

2. Mr. Nitin Kishore Boricha (DIN: 05245737) was appointed as Non-Executive(Additional) Director of the Company with effect from 18th December 2015.

NOMINATION AND REMUNERATION COMMITTEE

The role of the Nomination and Remuneration Committee is governed by its Charter andits composition is in compliance with the provisions of Section 178 of the Companies Act2013 and Regulation 19 of the Listing Regulations.

Composition

As on 31st March 2016 the Committee comprises of:

Sl No Name Category Designation
1 Mr. Abhishek Awasthi Independent Director Chairman
2 Ms. Vividha Kirti Independent Director Member
3 Mr. Nitin Kishore Boricha Non-Executive Director Member

The composition and the terms of reference of the Committee meet with the requirementsof SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and provisionsof Section 178 of the Companies Act 2013 including rules framed there under.

Terms of reference of the Committee inter alia includes the following:

• Identify persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the Boardtheir appointment and removal;

• Formulate a criteria for determining qualifications positive attributes andindependence of a director;

• Carry out the evaluation of every director’s performance and formulatecriteria for evaluation of Independent Directors Board/Committees of Board and review theterm of appointment of Independent Directors on the basis of the report of performanceevaluation of Independent Directors;

• Recommend to the Board a policy relating to the remuneration of the directorskey managerial personnel and other employees;

• Devise a policy on Board Diversity;

• Undertake any other matters as the Board may decide from time to time.

Meetings and attendance during the year

During the financial year ended 31st March 2016 one meeting of the Committee was heldon 10th December 2015.

The attendance of the members of the above Committee was as follows:

Name of the Member No. of meetings held No. of meeting attended
Mr. Abhishek Awasthi 1 1
Ms. Vividha Kirti 1 1
Mr. Prasanjit Gupta 1 1
Mr. Nitin Kishore Boricha 1 -

Notes:

1. Mr. Prasanjit Gupta (DIN: 07109349) resigned from the Directorship of the Companywith effect from 18th December 2015.

2. Mr. Nitin Kishore Boricha (DIN: 05245737) was appointed as Non-Executive(Additional) Director of the Company with effect from 18th December 2015.

Remuneration Policy

The success of the organization in achieving good performance and good governingpractices depends on its ability to attract and retain individual with requisite knowledgeand excellence as executive and non-executive directors.

The Remuneration Policy of the Company is attached as "Annexure-C" to theBoard’s Report.

Details of Remuneration to all Directors:

The details of remuneration paid to the Directors for the year ended 31stMarch 2016 are as under:-

Name Designation Salary Perquisites Sitting Fees Total
Raj Saluja Managing Director 488890 - - 488890
Abhishek Awasthi Independent Director - - - -
Vividha Kirti Independent Director - - - -
Prasanjit Gupta Director 150000 - - 150000
Nitin Kishore Boricha Non-Executive Director - - - -

Notes:

1. Mr. Prasanjit Gupta (DIN: 07109349) resigned from the Directorship of the Companywith effect from 18th December 2015.

2. Mr. Nitin Kishore Boricha (DIN: 05245737) was appointed as Non-Executive(Additional) Director of the Company with effect from 18th December 2015.

Disclosure pursuant to Part-II Section-II 3rd Provision Point No-IV ofSchedule-V under Section 196 and 197 of all the Directors

i. All elements of remuneration package such as salary benefits bonuses stockoptions pension etc of all the Directors- As stated above

ii. Details of fixed component and performance linked incentives along with performancecriteria- Nil

iii. Service Contracts notice period severance fees- Not Applicable

iv. Stock options details if any and whether the same has been issued at a discount aswell as the period over which accrued and over which exercisable- Not Applicable

None of the Non-Executive Director of the Company holds shares of the Company as on31st March 2016.

Performance Evaluation of Board its Committees and Directors

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations2015 the Board of Directors has carried out an annual evaluation of its own performanceand that of its Committees and Individual Directors.

The performance of the Board and Individual Directors was evaluated by the Boardseeking inputs from all the Directors. The performance of the Committees was evaluated bythe Board seeking inputs from the Committee members. The Nomination and RemunerationCommittee reviewed the performance of the Individual Directors.

A separate meeting of Independent Directors was also held to review the performance ofthe Board Non-Independent Directors and Chairman of the Company taking into account theviews of Executive Directors and Non-Executive Directors.

The criteria for performance evaluation of the Board include aspects like Boardcomposition and structure effectiveness of Board processes information and functioningetc. The criteria for performance evaluation of committees of the Board include aspectslike composition of committees effectiveness of committee meetings etc. The criteria forperformance evaluation of the Individual Directors include aspects like contribution tothe Board and Committee Meetings professional conduct roles and functions etc. Inaddition the performance of Chairman is also evaluated on the key aspects of his rolesand responsibilities.

STAKEHOLDER RELATIONSHIP COMMITTEE

The composition of the Stakeholder Relationship Committee is in compliance with theprovisions of Section 178 of the Companies Act 2013 and Regulation 20 of the ListingRegulations.

The Committee met 2 (Two) times during the financial year 2015-16 on 10thSeptember 2015 & 01st March 2016. The constitution of the StakeholdersRelationship Committee of the Board of Directors of the Company as on 31stMarch 2016 comprises of:

Sl No Name Category Designation
1 Ms. Vividha Kirti Independent Director Chairman
2 Mr. Abhishek Awasthi Independent Director Member
3 Mr. Raj Saluja Managing Director Member

Meetings and Attendance during the year

The Committee held Two (2) Meetings during the Financial Year 2015-16 the dates of themeeting being 10th September 2015 & 01st March 2016.

The attendance of the Members at the above Committee meetings was as follows:

Name of the Member No. of meetings held No. of meetings attended
Ms. Vividha Kirti 2 2
Mr. Abhishek Awasthi 2 2
Mr. Raj Saluja 2 2

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Board has adopted a Whistle Blower Policy to maintain highest standards ofprofessionalism honesty integrity ethical behaviour and to provide a vigil mechanismfor Directors/Employees to voice concern in a responsible and effective manner regardingunethical matters involving serious malpractice abuse or wrongdoing within theorganisation. The Company affirms that during the year no personnel have been deniedaccess to the Audit Committee. The Whistle Blower Policy is available on theCompany’s official website: www.oyeeeemedia.com.

PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company as an organization is committed to provide a healthy environment to allemployees and thus does not tolerate any discrimination and/or harassment in any form. TheCompany has in place a Prevention of Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at work place (Prevention Prohibition andRedressal) Act 2013.

No complaints were received during the financial year 2015-2016.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The Company has not given any Loans Guarantees or Investments or provided security interms of Section 186 of the Companies Act 2013 during the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

A Related Party Policy has been devised by the Board of Directors for determining themateriality of transactions with related parties and dealings with them. The said policymay be referred to at the Company’s official website www.oyeeeemedia.com.

There are no contracts or arrangements entered into by the Company during the year withRelated Parties referred to in Section 188 (1) of the Companies Act 2013. There are nomaterially significant related party transactions made by the Company with promotersdirectors key managerial personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.

Directors draw attention of the members to Note No. 22 to the financial statement whichset out related party disclosures.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDEMPLOYEES:

A statement containing the details of the Remuneration of Directors Key ManagerialPersonnel (KMP) and Employees as required under Section 197(12) of the Companies Act 2013read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is given as "Annexure-D" forming part of this Report.

The Company have no employee drawing a remuneration of Rs. 6000000/- (Rupees SixtyLakhs) per annum or part thereof in terms of the provisions of Section 197(12) of theCompanies Act 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

CORPORATE GOVERNANCE

The Company being listed on the Small and Medium Enterprise platform is exempted fromprovisions of corporate governance as per Regulation 15 of Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015.

Hence no corporate governance report is disclosed in this Annual Report. It ispertinent to mention that the Company follows majority of the provisions of the corporategovernance voluntarily.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis is given as "Annexure-E" forms anintegral part of this report and gives details of the overall industry structure economicdevelopments performance and state of affairs of the Company’s various businessesinternal controls and their adequacy risk management systems and other materialdevelopments during the financial year 2015-16.

RISK AND MITIGATING STEPS

The Company has identified various risks faced by the Company from different areas.Appropriate structures are present so that risks are inherently monitored and controlledinter alia through strict quality assurance measures.

The Company has adequate internal control system and procedures to combat risks. Therisk management procedure is reviewed by the Audit Committee and Board of Directors onregular basis as and when required.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act 2013 the Directors ofthe Company confirm that:

• in the preparation of the annual accounts for the financial year ended 31stMarch 2016 the applicable Accounting Standards had been followed along with properexplanation relating to material departures if any;

• the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31stMarch 2016 and of the profit & loss of the Company for the Financial Year ended 31stMarch 2016;

• the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records for the year ended 31st March 2016 in accordancewith the provisions of the Act for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;

• the directors had prepared the annual accounts on a ‘going concern’basis;

• the internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and operating effectivelyduring the year; and

• proper systems to ensure compliance with the provisions of all applicable lawswere in place and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

The Directors wish to convey their gratitude and place on record their appreciation forall the employees at all levels for their hard work solidarity co-operation anddedication during the year.

The Directors sincerely convey their appreciation to customers shareholders vendorsbankers business associates regulatory and government authorities for their continuedsupport.

On behalf of the Board
Raj Saluja
Place: Mumbai Managing Director
Date: 30th May 2016 DIN: 07111214