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Perfect-Octave Media Projects Ltd.

BSE: 521062 Sector: Industrials
NSE: N.A. ISIN Code: INE814L01013
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VOLUME 7614
52-Week high 3.25
52-Week low 1.23
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 1.36
Sell Qty 2086.00

Perfect-Octave Media Projects Ltd. (PERFECTOCTAVE) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 24th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2015.

1. FINANCIAL RESULTS:

Particulars (Standalone)

(Amount in INR/lakhs)

2014-15 2013-14
Total Income 337.33 1361.17
Total Expenditure 924.23 1775.14
Loss before exceptional items and Tax (586.89) (413.97)
Less: Exceptional Items (163.13) --
Loss before Tax 750.02 (413.97)
Less: Provision for Tax -- --
Tax Adjustment relating to prior years 0.43 --
Deferred Tax -- (33.05)
Net Loss after Tax (749.59) (447.02)
Loss brought forward from previous year (767.67) (320.65)
Balance carried to the Balance Sheet (1517.26) (767.67)
Earning per Equity Share (Face Value: Rs. 10/-)
Basic (2.16) (1.31)
Diluted (2.16) (1.31)

2. DIVIDEND:

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.

3. RESERVES:

In the absence of adequate profits no amount was transferred to Reserves.

4. INFORMATION ON THE STATE OF COMPANY’S AFFAIR:

During the year under review the flagship and maiden TV channel of your company named"Insync" has carved its niche among other music channels as the only channelcatering to pure music and also as the only channel for Indian classical based musicgenres. Insync now stands as one of the most respected brands in Music. Any TV channel tobe financially successful it takes minimum 2 to 3 years and many a times considering thefinancial viability of the genre of music there may be a course correction in terms ofcontent strategy and positioning. The management is happy to inform you that in terms ofsatellite/broadcasting rights to the High Definition video content in the classical basedmusic genres your company possesses the largest repertoire. Insync is now discussing withinternational players for broadcasting the content and also discussing with Tata Sky forcarriage of the channel. Insync has competed two years of operations on 15th August 2015.The revenue from broadcast operations is expected to commence from the current financialyear.

5. MATERIAL CHANGES AND COMMITMENTS BETWEEN END OF FINANCIAL YEAR AND DATE OF REPORT:

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report.

6. DIRECTORS’ RESPONSIBILITY STATEMENT:

As per the clause (c) of sub-section (3) of Section 134 of the Companies Act 2013 theDirectors’ state that:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) 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;

c) 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;

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

f) 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.

8. DEPOSITS:

During the financial year 2014-15 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 2015 was Rs. 347001000/- comprising34700100 Equity Shares of Rs. 10/- each. During the year under review the Companyraised funds through issue and allotment of 687300 Equity Shares at a price of Rs. 20/-per Equity Share (including a premium of Rs. 10/- per Equity Share) aggregating to Rs.13746000/- to Promoter and Non-Promoters. The object of the issue was to meet workingcapital requirements. These Equity Shares ranks pari passu in all respect with theexisting Equity Shares of the Company.

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 M/s. N. K. Jalan & Co. Chartered Accountants regardingcompliance of conditions of corporate governance as stipulated in Clause 49 of the Listingagreement has been annexed with the report.

14. BUSINESS RESPONSIBILITY REPORT:

Pursuant to circular no. CIR/CFD/DIL/8/2012 dated 13th August 2012 issuedby Securities and Exchange Board of India (SEBI) Clause 55 of the Listing Agreementrelating to Business Responsibility Report 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 headed by Ms.Komal Deshmukh-Samant to redress complaints received regarding sexual harassment. Allemployees (permanent contractual temporary trainees) are covered under this policy.During the year 2014-2015 no complaints were received by the Company related to sexualharassment.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Ratish Tagde Managing Director of your Company was re-appointed for a period of 3(three) years commencing from April 01 2015 to March 31 2018 by the shareholders of theCompany at 23rd AGM of your Company held on September 30 2014.

Further in compliance with the provisions of Sections 149 152 Schedule IV and otherapplicable provisions if any of the Companies Act 2013 read with Companies (Appointmentand Qualification of Directors) Rules 2014 Mr. Bharat Gada (DIN: 00417954) and Mr. VivekSalian (DIN: 00858694) were appointed as Independent Directors on the Board of Directorsof your Company at 23rd AGM of your Company held on September 30 2014 to holdoffice upto 5 (five) consecutive years.

Ms. Komal Deshmukh-Samant was appointed as Chief Financial Officer of the Companyw.e.f. August 14 2014.

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 and Clause 49 of theListing Agreement with the Stock Exchanges.

18. EVALUATION OF BOARD’S PERFORMANCE:

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsCommittees. The manner in which the evaluation has been carried out has been explained inthe Corporate Governance 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 medianemployee’s remuneration and other details as required pursuant to Section 197(12) ofthe Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 is provided as "Annexure A".

The details of remuneration paid to the Managing Director of the Company are given inForm 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 2014-15 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 year2014-15 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 does notrequire it to take steps for energy conservation.

Technology Absorption: company working in such business segment which does notrequire to to take steps for Technology Absorption.

Foreign Exchange Earnings and Outgo: During the period under review there was noforeign exchange earnings or out flow.

26. STATUTORY AUDITORS:

The Company pursuant to section 139 of the Companies Act 2013 and rules framedthereunder in the previous Annual General Meeting held on 30th September 2014had appointed M/s. N. K. Jalan & Co. Chartered Accountants as the Auditor of theCompany who shall hold office till the conclusion of Twenty-Sixth Annual General Meetingof the Company on such remuneration as may be determine by the Board after discussion withAudit Committee and the Auditors.

M/s. N. K. Jalan & Co. have express their willingness to get re appointed as theStatutory Auditor of the Company and has furnished a certificate of their eligibility andconsent under section 141 of the Companies act 2013 and the rules framed thereunder. Asrequired under Clause 49 of the Listing Agreement the auditors have also confirmed thatthey hold a valid certificate issued by the Peer Review Board of the Institute ofChartered Accountants of India.

The Board recommends ratification of the appointment of M/s. N. K. Jalan & Co. atthe ensuing Annual General Meeting of the Company.

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 appointedM/s. Mihen Halani & Associates Practicing Company Secretary for conductingsecretarial audit of the Company for the financial year 2014-2015.

The Secretarial Audit Report is annexed herewith as "Annexure B".

Board’s Reply on comments in the Secretarial Audit Report:

Ms. Komal Deshmukh Samant is the Company Secretary & Chief Financial Officer of the Company. As per the provision of Sec. 203 of the Companies Act 2013 CFO & CS should be separate persons. The Board has noted the observation made by the Secretarial Auditor and now the Company is looking for the fit and proper separate candidature for the position of CFO to comply with Section 203(1) of the Companies Act 2013.
The Company has passed requisite Board Resolution for appointed of Mrs. Seema Tagde as Additional Women Director required under Sec. 149 of the Companies Act 2013 in the meeting duly conducted on June 27 2014. But the appointment of Director is subject to approval of Ministry of Information and Broadcasting (MIB). The said approval is awaited from MIB. The observation made is self-explanatory and hence do not call for any further comments.
The Company during the financial year has not published its results and notice of the Board Meeting as required under Clause 41 of the listing agreement in newspapers. However it is regular in filing the same with BSE and uploading the same on its website. The Company publishes the results on BSE website as well as on its own site. The relevant documents are already in public domain.
The Company has not yet appointed internal auditor as required under Sec 138 of the Companies Act 2013 The Company will finalized the said appointment in the current financial year 2015-2016.
The Company has made preferential allotment of 687300 equity shares on November 21 2014. The allotment of shares was not made within 60 days of receipt of the share application money. The Company had obtained NOC from the proposed allottees conveying to keep the share application money with the Company till the allotment. Further the Company had filed the relevant e-form with the Registrar of Companies Mumbai for registering the Board Resolution passed on 30-May-2015.
Financial results for the quarter ended September 2014 under Clause 41 of the Listing Agreement were submitted with delay of 3(three) days. Further the Company has paid penalty for Non- compliance to Bombay Stock Exchange on December 02 2014. The observation made is self-explanatory and hence do not call for any further comments.
During the year the Company has received two show- cause notice from Ministry of Corporate Affairs for The observation made is self-explanatory and hence do not call for any further comments.
(i) non- appointment of Women Director (u/s 149 of the Companies Act 2013). and
(ii) for transfer of amount to Investor Education & Protection Fund under Sec 205 of the Companies Act 1956. The Company has duly replied to the show cause notice to the satisfaction of Ministry of Corporate Affairs.

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.

30. ACKNOWLEDGEMENTS:

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 2015 Ratish Tagde Vivek Salian
Place: Mumbai Managing Director Director

Annexure A to Board’s Report

Information required under Section 197 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014

A. Ratio of remuneration of each Director to the median remuneration of all theemployees of your Company for the Financial year 2014-15 is as follows:

Name of Director Total Remuneration (Rs.) Ratio of remuneration of director to the median remuneration
Mr. Ratish Tagde 1214500 5.5:1

Notes:

1. The aforesaid details are calculated on the basis of remuneration for the financialyear 2014-15.

B. Details of percentage increase in the remuneration of each Director and CFO &Company Secretary in the financial year 2014-15 are as follows:

Name Designation Remuneration (Rs.) Increase %
2014-2015 2013-2014
Mr. Ratish Tagde Managing Director 1214500 NIL +(N.A.)
Ms. Komal Deshmukh-Samant Company Secretary and CFO 750000 720000 +4

Notes:

1. The remuneration to Directors is within the overall limits approved by theshareholders.

C. Percentage increase in the median remuneration of all employees in the financialyear 2014-15:

There is no increase in the median remuneration of all employees during the financialyear 2014-15.

D. Number of employees on the rolls of the Company as on March 31 2015:

2014-2015 2013-2014
Employees 25 22

E. Explanation on the relationship between average increase in remuneration and CompanyPerformance:

The Company has increased the remuneration of employees by 5% inspite of incurringlosses. There was no appraisal made in the last two years. During the year under reviewthe "Insync" has competed first year of operation and on the said occasion themanagement has considered the marginal hike in the salaries of the employees.

F. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company.

Key Managerial personnel includes only two employees viz Managing Director and CS ofthe Company. Managing Director has started drawing remuneration form 1st June2014 which is very minimal considering media industry norms. He is supervising overallbroadcasting operations of the company. CS is also drawing remuneration lower than theprescribed industry norms after having rich corporate experience of more than 10 years.She is handling important functions of the company viz. Accounts Finance Legal andSecretarial. The remuneration drawn by both of these KMPs is moderate.

G. Details of Share price and market capitalization:

The details of variation in the market capitalization and price earnings ratio as atthe closing date of the current and previous financial years are as follows:

As on March 31 2015 As on March 31 2014 Increase / (Decrease) in %
Price Earning Ratio 9.28 13.44 -30.95
Market Capitalisation (in lacs) 6957.37 5986.25 16

Comparison of share price at the time of first public offer and market price of theshare of 31st March 2015:

Market price as on 31st March 2015 20.05
Price at the time of initial public offer in April 1993 10
% increase of Market price over the price at the time of initial public offer 100.5

Note:

1. Closing share price on Bombay Stock Exchange of India Limited (BSE) has been usedfor the above tables.

H. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration;

The Company has increase salaries of the employees by 5% during the year under review.Salalry of one of the managerial personnel i.e Managing Director started from June 2014and in case of other KMP i.e. CS of the Company the same was increased by 4%. There is nomuch difference in percentile increase in remuneration of employees and that of managerialpersonnel.

I. Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the company

As stated above in point no. A and F.

J. The key parameters for any variable component of remuneration availed by thedirectors;

There is no variable component included in the remuneration of the director.

K. There are no employees of the Company who receive remuneration in excess of thehighest paid Director of the Company.

L. Affirmation:

Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 it is affirmed that the remuneration paid to the Directors KeyManagerial Personnel and senior management is as per the Remuneration decided byNomination and Remuneration Committee of your Company.

Annexure B to Board’s Report

Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st March 2015

[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the CompaniesAppointment and Remuneration Personnel)Rules 2014]

To

The Members

Perfect-Octave Media Projects Limited

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Perfect-Octave Media ProjectsLimited (hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon.

Based on my verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on31st March 2015 compliedwith the statutory provisions listed hereunder and also that the Company has proper Boardprocesses and compliance-mechanism in place to the extent in the manner and subject tothe reporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March2015 according to the provisions of:

i. The Companies Act 2013 (the Act) and the rules made there under;

ii. The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade there under;

iii. The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

iv. Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

v. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

d. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;(Not applicable to the Company during the Audit Period)

f. The Securities and Exchange Board of India (Registrars to and Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; (Not applicable to the Company during the Audit Period)and

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;(Not applicable to the Company during the Audit Period)

vi. Employees Provident Fund and Miscellaneous Provisions Act 1952 (NA) vii. EmployeesState Insurance Act 1948 (NA) I have also examined compliance with the applicable clausesof the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange(BSE) During the period under review the Company has complied with the provisions of theAct Rules Regulations Guidelines Standards etc. mentioned above.

I further report that:

a) The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

b) Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

c) Majority decision is carried through while the dissenting members’ views arecaptured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

I further report that during the year:

Ms. Komal Deshmukh Samant is the Company Secretary & Chief Financial Officer of theCompany. As per the provision of Sec 203 of the Companies Act 2013 CFO & CS should beseparate persons. The Company has passed requisite Board Resolution for appointed of Mrs.Seema Tagde as Additional Women Director required under Sec 149 of the Companies Act 2013in the meeting duly conducted on June 27 2014. But the appointment of Director is subjectto approval of Ministry of Information and Broadcasting (MIB). The said approval isawaited from MIB. The Company during the financial year has not published its results andnotice of the Board Meeting as required under Clause 41 of the listing agreement innewspapers. However it is regular in filing the same with BSE and uploading the same onits website. The Company has not yet appointed internal auditor as required under Sec 138of the Companies Act 2013. The Company has made preferential allotment of 687300 equityshares on November 21 2014. The allotment of shares was not made within 60 days ofreceipt of the share application money. Financial results for the quarter ended September2014 under Clause 41 of the Listing Agreement were submitted with delay of 3(three) days.Further the Company has paid penalty for Non-compliance to Bombay Stock Exchange onDecember 02 2014. During the year the Company has received two show-cause notice fromMinistry of Corporate Affairs for

(i) non- appointment of Women Director (u/s 149 of the Companies Act 2013) and

(ii) for transfer of amount to Investor Education & Protection Fund under Sec 205of the Companies Act 1956. The Company has duly replied to the show cause notice to thesatisfaction of Ministry of Corporate Affairs.

I further report that during the audit period the following event has taken placein the company (i) Preferential Issue of Shares.

For Mihen Halani & Associates

Practicing Company Secretary

Sd/-

Mihen Halani

Proprietor CP No. 12015

Date: August 14 2015

Place: Mumbai

APPENDIX A

To

The Members

PERFECT OCTAVE MEDIA PROJECTS LIMITED

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected inSecretarial records. We believe that the process and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Wherever required we have obtained the Management representation about theCompliance of laws rules and regulations and happening of events etc

5. The Compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management. Our examination waslimited to the verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

For Mihen Halani & Associates

Practicing Company Secretary

Sd/-

Mihen Halani

Proprietor CP No. 12015

Date: August 14 2015

Place: Mumbai