To The Members
Your Directors have pleasure in presenting their 26h Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2017.
1. FINANCIAL RESULTS:
|Particulars || |
(Amount in INR/lakhs)
| ||2016-17 ||2015-16 |
|Total Income ||2.85 ||10.51 |
|Total Expenditure ||660.38 ||654.10 |
|Loss before exceptional items and Tax ||(657.52) ||(643.58) |
|Less: Exceptional Items ||- ||- |
|Loss before Tax ||(657.52) ||(643.58) |
|Less: Provision for Tax ||- ||- |
|Tax Adjustment relating to prior years ||- ||- |
|Deferred Tax ||- ||- |
|Net Loss after Tax ||(657.52) ||(643.58) |
|Loss brought forward from previous year ||(2166.95) ||(1517.26) |
|Add/(Less): Tax adjustments relating to earlier years ||(4.35) ||(6.10) |
|Balance carried to the Balance Sheet ||(2828.82) ||(2166.95) |
|Earning per Equity Share (Face Value: Rs. 10/-) || || |
|Basic ||(1.89) ||(1.85) |
|Diluted ||(1.89) ||(1.85) |
In view of loss incurred during the year under review and losses of earlier years yourDirectors do not recommend any dividend during the year under review.
In the absence of adequate profits no amount was transferred to Reserves.
4.INFORMATION ON THE STATE OF COMPANY'S AFFAIR:
The Company is operating a satellite television channel "Insync" which isshowcasing Indian Classical Music and other non-film music genres. Since it is operatingin a niche segment its viewership is limited and therefore it is challenging todistribute Insync in a cost effective manner. It is currently distributed on Hathway Cablein a pay channel category and also on In cable UCN Den and other cable operators indifferent part of the country.
5.MATERIAL CHANGES AND COMMITMENTS BETWEEN END OF FINANCIAL YEAR AND DATE OF REPORT:
There are no material changes and commitments between end of financial year and date ofreport.
6.DIRECTORS' RESPONSIBILITY STATEMENT:
As per the clause (c) of sub-section (3) of Section 134 of the Companies Act 2013 theDirectors' state that:
In the preparation of the annual accounts the applicable accounting standards had beenfollowed along with proper explanation relating to material departures;
a) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
b) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
c) the directors had prepared the annual accounts on a going concern basis; and
d) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
e) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
7. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any subsidiary joint ventures and associate company.
During the financial year 2016-17 your Company has not accepted any deposit within themeaning of Section 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.
9. SHARE CAPITAL:
The Paid-up Equity Share Capital as on March 31 2017 was Rs. 347001000/- comprising34700100 Equity Shares of Rs. 10/- each.
10. RISK MANAGEMENT POLICY:
The Company has adopted a Risk Management Policy duly approved by the Board and isoverseen by the Audit Committee of the Company on a continuous basis to identify assessmonitor and mitigate various risks to key business objectives.
11. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.
12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required by Clause 49 of the Listing Agreements with Stock Exchanges the Managementdiscussion and Analysis Report which forms part of this Annual Report.
13. CORPORATE GOVERNANCE:
The Company is committed to good corporate governance in line with the ListingAgreement and Perfect-Octave corporate governance norms. The Company is in compliance withthe provisions on corporate governance specified in the Listing Agreement with BSE. TheCompliance certificate from KomalDeshmukh and Associates Company Secretariesregardingcompliance of conditions of corporate governance as stipulated in SEBI (Listing Obligationand Requirement) Regulation 2015 has been annexed with the report.
14. BUSINESS RESPONSIBILITY REPORT:
Preparation of Business Responsibility Report under Regulation 34 of SEBI (ListingObligation and Requirement) Regulation 2015 is not applicable to the Company.
15. PREVENTION OF SEXUAL HARASSMENT POLICY:
The Company has in place a Prevention of Sexual Harassment policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. During the year 2016-2017 nocomplaints were received by the Company related to sexual harassment.
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Ratish Tagde Founder was appointed as an Executive Chairman of the Company forthree years w.e.f. 23rd August 2016 subject to consent of shareholders in theensuing Annual General Meeting
Mr. K. Ganesh Kumar was appointed a Managing Director of the Company for three yearsw.e.f. 23rd August 2016 subject to consent of shareholders in the ensuingAnnual General Meeting Further in compliance with the provisions of Sections 149 152Schedule IV and other applicable provisions if any of the Companies Act 2013 read withCompanies (Appointment and Qualification of Directors) Rules 2014 Mr. Bharat Gada (DIN:00417954) and Mr. VivekSalian (DIN: 00858694) were appointed as Independent Directors onthe Board of Directors of your Company at 23rd AGM of your Company held onSeptember 30 2014 to hold office upto 5 (five) consecutive years.
Further in compliances with the provisions of Section 149(3) of the Companies Act2013 the Board has approved the appointment of Mrs. Seema Tagde as a Woman Director onJune 27 2014; subject to approval from the Ministry of Broadcasting (MIB).
Mr. Mahesh Tagde (DIN: 03446418) Non-Executive Director is liable to retire byrotation at the ensuing Annual General Meeting and being eligible he has offered himselffor re-appointment. Your Board has recommended his reappointment.
17. DECLARATION OF INDEPENDENT DIRECTORS:
The Company has received declarations from all Independent Directors that they meet thecriteria of independence as laid down under Section 149(6) of the Act.
18. EVALUATION OF BOARD'S PERFORMANCE:
Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations theBoard has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Committees. Themanner in which the evaluation has been carried out has been explained in the CorporateGovernance Report.
19. BOARD AND BOARD COMMITTEES:
The details of Board Meetings held during the year attendance of the directors at themeetings and details of all the Committees along with their charters composition andmeetings held during the year are provided in the "Report on CorporateGovernance" a part of this Annual Report.
20. MANAGERIAL REMUNERATION:
Disclosures of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided as "Annexure A".
The details of remuneration paid to Chairman and Managing Director of the Company aregiven in Form MGT-9 forming part of the Directors Report.
21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The Company has not granted any loans or given guarantees or made any investmentscovered under the provisions of Section 186 of the Companies Act 2013.
22. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company is not required to develop and implement any Corporate SocialResponsibility initiatives as the said provisions are not applicable.
23. RELATED PARTY TRANSACTIONS:
During the financial year 2016-17 your Company has not executed any transactions withrelated parties as defined under Section 2(76) of the Companies Act 2013 read withCompanies (Specification of Definitions Details) Rules 2014. During the financial year2016-17 there were no transactions with related parties which qualify as materialtransactions under the Listing Agreement.
Your Company has framed a Policy on materiality of related party transactions anddealing with related party transactions as approved by the Board. The same can beaccessible on the Company's website at thehttp://www.perfectoctave.com/pdf/RPT%20Policy.pdf.
24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS &OUTGO:
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 are as below:
Energy Conservation: Company working in such business segment which doesnot require it to take steps for energy conservation.
Technology Absorption: company working in such business segment whichdoes not require toto take steps for Technology Absorption.
Foreign Exchange Earnings and Outgo: During the period under review therewas no foreign exchange earnings or out flow.
26. STATUTORY AUDITORS:
The Statutory Auditors M/s. N. K. Jalan & Co. Chartered Accountants Mumbai hasvacated its office by operation of law and new auditors M/s. Gupta Raj & Co.Chartered Accountant having Firm Registration No
.. areappointed for a period of next 5 years subject to ratification of appointment in everyyear.
Your Company has received confirmation from the Auditors to the effect that theirappointment if made will be in accordance with the limits specified under the CompaniesAct 2013 and the firm satisfies the criteria specified in Section 141 of the CompaniesAct 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014. Your Board isof the opinion that continuation of M/s. Gupta Raj & Co. Statutory Auditors duringnext five financial years will be in the best interests of the Company and thereforeMembers are requested to consider their appointment as Statutory Auditors of the Companyfrom the conclusion of ensuing Annual General Meeting till the conclusion of the ThirtyFirst AGM of the Company to be held in the year 2022 at remuneration as may be decided bythe Board.
27. AUDITORS' OBSERVATION & REPORT:
The observation made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.
28. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors has appointedMs. KomalDeshmukh& Associates practicing Company Secretary for conducting secretarialaudit of the Company for the financial year 2016-2017.
The Secretarial Audit Report is annexed herewith as "Annexure B".
Board's Reply of the comments in the Secretarial Audit Report:
|The Company has not appointed internal auditor for the financial year under review. ||Due to funds constraints and also extremely low business transactions no internal auditor has been appointed. Company is optimistic for its future plan and will take a correct course of action in this connection. |
|The Company does not have a Company Secretary. ||The Company is looking for proper candidature within the set budget. Till then company has appointed a practicing Company secretary to look into the relevant compliances. |
|The Company has not published the financial results in the newspapers as mentioned in regulation 52(8) of SEBI (LODR) Regulation 2015. ||The Company publishes the results on BSE website as well as on its own site. The relevant documents are already in public domain. However the Company will comply with this additional publication henceforth. |
29. EXTRACT OF THE ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT- 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as "AnnexureC" to this Report.
The Board of Directors wish to acknowledge the continued support and co-operationextended by the Securities and Exchange Board of India Reserve Bank of India StockExchanges Ministry of Corporate Affairs Forward Markets Commission other governmentauthorities Bankers material suppliers customers and other stakeholders for theirsupport and guidance.
Your Directors would also like to take this opportunity to express their appreciationfor the dedicated efforts of the employees of the Company at all the levels.
| ||On behalf of Board of Directors of |
| ||Perfect-Octave Media Projects Limited |
| ||Sd/- ||Sd/- |
|Date: August 14 2017 ||Ratish Tagde ||K. Ganesh Kumar |
|Place: Mumbai ||Executive Chairman ||Managing Director |