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Oyeeee Media Ltd.

BSE: 539310 Sector: Media
NSE: N.A. ISIN Code: INE365S01029
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NSE 05:30 | 01 Jan Oyeeee Media Ltd
OPEN 1.75
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VOLUME 30000
52-Week high 2.87
52-Week low 1.15
P/E 58.33
Mkt Cap.(Rs cr) 26
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Sell Price 0.00
Sell Qty 0.00
OPEN 1.75
CLOSE 1.75
VOLUME 30000
52-Week high 2.87
52-Week low 1.15
P/E 58.33
Mkt Cap.(Rs cr) 26
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Oyeeee Media Ltd. (OYEEEEMEDIA) - Director Report

Company director report

TO THE MEMBERS OYEEEE MEDIA LIMITED

Your Directors are pleased to present the Ninth (9th) Annual Report together with theAudited Accounts of your Company for the Financial Year ended March 31 2017. TheFinancial performance of your Company during the Financial Year ended March 31 2017 ascompared to the previous financial year are summarised below:

(Rs. in Lakhs)

Particulars Year ended March 31 2017 Year ended March 31 2016
Total Income 4509.53 1439.75
Total Expenditure 4446.04 1389.04
Profit Before Taxation 63.49 50.72
Tax Expense 19.62 16.44
Profit for the period 43.87 34.28
Brought forward from previous year 63.03 28.75
Surplus carried to Balance Sheet 106.90 63.03

COMPANY PERFORMANCE

The Company's total income during the year is Rs. 4509.53 Lakhs as compared to Rs.1439.75 Lakhs in the previous year. The Company's profit before tax is Rs. 63.49 Lakhsduring the year as compared to Rs. 50.72 Lakhs in the previous year. The Company earned anet profit of Rs. 43.87 Lakhs as against a net profit of Rs. 34.28 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 2016-17.

AMOUNTS PROPOSED TO CARRY TO THE 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 isbeing carried forward under Profit & Loss Account.

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 does notcontain any qualification reservation or adverse remark or disclaimer.

SECRETARIAL AUDIT

In terms of Section 204 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed Ms. Kavita Raju Joshi Practicing Company Secretary (Certificate of Practice No.8893) as the Secretarial Auditor.

The Secretarial Audit Report for the financial year ended March 31 2017 is annexedherewith as [Annexure-A] to this report.

DETAILS OF SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES

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

SHARE CAPITAL

The Authorised Share Capital of your Company stands at Rs. 180000000/- divided into18000000 Equity Shares of Rs. 10/- each. At present the Issued Subscribed and Paid UpShare Capital of your Company is Rs. 148140000/- divided into 14814000 Equity Sharesof Rs. 10/ - each fully paid-up.

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 herewith 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

The Company has a duly constituted Board of Directors which is in compliance with therequirements of the Companies Act 2013 schedules thereto and rules framed there underand also in terms of the provisions of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 and provisions of the Articlesof Association of the Company.

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 Securities and Exchange Board of India (ListingObligations & Disclosure Requirements) Regulations 2015. In the opinion of the Boardthey fulfil the conditions of Independence as specified in the Act and the rules madethere 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 explained in detailthe various compliances required from him/her as a Director under the various provisionsof the Companies Act 2013 Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015. The details of familiarisation programmeare available on the website of the Company viz. www.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 Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 will be provided in the Notice of Annual General Meetingof the Company.

None of the Directors of the Company are disqualified for being appointed as Directorsas specified in Section 164 (2) of the Companies Act 2013 and rule 14(1) of the Companies(Appointment and Qualification of Directors) Rules 2014.

d) Changes in Directorship/Key Managerial Personnel during the year

During the year under review Mr. Rajesh Sharma (DIN: 07610210) was appointed asAdditional Director of the Company by the Board at their meeting held on October 01 2016.

Mr. Umesh Kumar Chejara was appointed as Chief Financial Officer (CFO) of the Companyby the Board at their meeting held on October 01 2016.

Ms. Komal Behl was appointed as Whole Time Secretary and Compliance Officer of theCompany by the Board at their meeting held on March 31 2017.

Mr. Nitin Kishor Boricha (DIN: 05245737) resigned from the directorship of the Companywith effect from October 01 2016.

Ms. Shaila Ramesh Gholap Whole Time Secretary and Compliance Officer of the Companyresigned with effect from October 01 2016.

Mr. Narendra Kumar Chief Financial Officer (CFO) of the Company resigned with effectfrom October 01 2016. The Board places on record their appreciation and gratitude forthem for the assistance and guidance provided by them during their association with theCompany

ANNUAL EVALUATION OF BOARD'S PERFORMANCE

Pursuant to the provisions of Section 178 of the Companies Act 2013 and the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 evaluation of all Board members is done on an annual basis. The evaluation is doneby the Board Nomination and Remuneration Committee and Independent Directors withspecific focus on the performance and effective functioning of the Board and IndividualDirectors. Such performance evaluation process was formulated in consultation with theNomination and Remuneration Committee and approved by the Board. The performanceevaluation 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.

THE BOARD OF DIRECTORS

a) Composition and category of Directors

The Board is broad-based and consists of eminent individuals from IndustrialManagerial Financial and Marketing background. The Company is managed by the Board ofDirectors in coordination with the Senior Management Team. The composition and strength ofthe Board is reviewed from time to time for ensuring that it remains aligned withstatutory as well as business requirements.

The Company has a judicious combination of Executive and Non-Executive Directors. As onMarch 31 2017 the Board comprised of Four (4) Directors out of which One (1) isExecutive Director and Three (3) are Non-Executive Directors. The Chairman of the Board isExecutive Director.

The details of each member of the Board along with the number of Directorship/CommitteeMembership are given below:

Name Category of Director Directorship in other Public Limited Companies No. of Board Committees in which Chairman/ Member
Chairman Member
Mr. Raj Saluja Managing Director - - -
Mr. Abhishek Awasthi Independent Director - - -
Ms. Vividha Kirti Independent Director - - -
Mr. Rajesh Sharma Director - - -

Notes:

1. Mr. Rajesh Sharma (DIN: 07610210) was appointed as Additional Director of theCompany with effect from October 01 2016 by the Board of Directors.

2. Mr. Nitin Kishor Boricha (DIN: 05245737) resigned from the directorship of theCompany with effect from October 01 2016.

3. Directorships exclude Private Limited Companies Foreign Companies and Section 8Companies.

4. Chairmanship/Membership of Committee only includes Audit Committee and StakeholderRelationship Committee in other Public Limited Company. Members of the Board of theCompany do not have membership of more than ten Board-level Committees or Chairman of morethan five such Committees.

5. None of the Directors are inter-se related with each other.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on businessstrategies/policies and review the financial performance of the Company. The notice anddetailed agenda along with the relevant notes and other material information are sent inadvance separately to each Director and in exceptional cases tabled at the Meeting withthe approval of the Board. This ensures timely and informed decisions by the Board. TheBoard reviews the performance of the Company vis-a-vis the budgets/targets. The necessaryquorum was present for all the meetings.

In the Financial Year 2016-2017 the Board met Nine (9) times. The details of BoardMeetings held during the year are listed below. The interval between two Meetings was wellwithin the maximum period mentioned under Section 173 of the Companies Act 2013 and asper Regulation 17(2) of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015.

Sl. No Date of Board Meeting Total strength of the Board No. of directors present
1. May 02 2016 4 4
2. May 30 2016 4 4
3. June 22 2016 4 4
4. September 01 2016 4 4
5. October 01 2016 5 5
6. November 14 2016 4 4
7. January 20 2017 4 4
8. February 20 2017 4 2
9. March 31 2017 4 4

Attendance at aforesaid Board Meetings at last Annual General Meeting of each of theDirectors as on March 31 2017 is given below:

Name of the Director Category of Directorship Attendance at the Board Meeting(s) Attendance at last AGM
Held Attended
Mr. Raj Saluja Managing Director 9 8 Yes
Mr. Abhishek Awasthi Independent Director 9 9 Yes
Ms. Vividha Kirti Independent Director 9 9 Yes
Mr. Rajesh Sharma Director 9 4 NA

Notes:

1. Mr. Nitin Kishor Boricha (DIN: 05245737) resigned from the directorship of theCompany with effect from October 01 2016.

2. Mr. Rajesh Sharma (DIN: 07610210) was appointed as Additional Director of theCompany with effect from October 01 2016.

MEETINGS OF INDEPENDENT DIRECTOR

During the year under review the Independent Directors met on February 20 2017 interalia to:

• Evaluate performance of Non-Independent Directors and the Board of Directors asa whole;

• Evaluate performance of the Chairman of the Company taking into account theviews of the Executive and Non-Executive Directors;

• Evaluation of the quality content and timeliness of flow of information betweenthe Management and the Board that is necessary for the Board to effectively and reasonablyperform its duties.

All the Independent Directors were present at this Meeting.

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:

Audit Committee of the Board of Directors ("the Audit Committee") isentrusted with the responsibility to supervise the Company's internal controls andfinancial reporting process. The composition quorum powers role and scope are inaccordance with Section 177 of the Companies

Act 2013 and the provisions of Regulation 18 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015. All members of theAudit Committee are financially literate and bring in expertise in the fields of FinanceTaxation Accounts etc. It functions in accordance with its terms of reference thatdefines its authority responsibility and reporting function.

Meetings and Attendance

The Audit Committee met Five times during the Financial Year 2016-17. The maximum gapbetween two Meetings was not more than 120 days. The Committee met on May 30 2016 August12 2016 October 01 2016 November 14 2016 & February 25 2017. The requisitequorum was present at all the meetings. The Chairman of the Audit Committee was present atthe Annual General Meeting of the Company.

The Table below provides the attendance of the Audit Committee members.

Name Category Designation Meeting(s)
Held Attended
Mr. Abhishek Awasthi Independent Director Chairman 5 5
Ms. Vividha Kirti Independent Director Member 5 5
Mr. Nitin Kishor Boricha Non-Executive Director Member 5 2
Mr. Rajesh Sharma Director Member 5 3

Notes:

1. Mr. Nitin Kishor Boricha (DIN: 05245737) resigned from the directorship of theCompany with effect from October 01 2016.

2. Mr. Rajesh Sharma (DIN: 07610210) was appointed as Additional Director of theCompany with effect from October 01 2016.

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

1. To investigate any activity within its terms of reference

2. To seek information from any employee

3. To obtain outside legal or other professional advice

4. To secure attendance of outsiders with relevant expertise if it considersnecessary.

5. Oversight of the Company's financial reporting process and the disclosure of itsinformation to ensure that the financial statements are correct sufficient and credible;

6. Recommending to the Board the appointment reappointment and if required thereplacement or removal of the statutory auditors fixing of audit fees.

7. Approval of payment to statutory auditors for any other services rendered by thestatutory auditors.

8. Reviewing with the management the annual financial statements before submission tothe Board for approval with particular reference to:

• Matters required to be included in the Directors' Responsibility Statement to beincluded in the Board's Report as per Section 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.

9. Reviewing with the management the financial statements before submission to theboard for approval.

10. Reviewing with the management the statement of uses / application of funds raisedthrough an issue (public issue rights issue preferential issue etc.) the statement offunds utilized for purposes other than those stated in the offerdocument/prospectus/notice and the report submitted by the monitoring agency monitoringthe utilization of proceeds of a public or rights issue and making appropriaterecommendations to the Board to take up steps in this matter.

11. Reviewing with the management performance of statutory and internal auditors andadequacy of the internal control systems.

12. 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.

13. Discussion with the internal auditors any significant findings and follow-upthereon; 14. Reviewing the findings of any internal investigations by the internalauditors into matters where there is suspected fraud or irregularity or a failure ofinternal control systems of a material nature and reporting the matter to the board.

15. Discussion with statutory auditors before the audit commences about the nature andscope of audit as well as post-audit discussion to ascertain any area of concern.

16. To look into the reasons for substantial defaults in the payment to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors.

17. To review the functioning of the Whistle Blower mechanism in case if the same isexisting.

18. Approval of appointment of CFO (i.e. the whole-time Finance Director or any otherperson heading the finance function or discharging that function) after assessing thequalifications experience & background etc. of the candidate.

19. Carrying out any other function as mentioned in the terms of reference of the AuditCommittee. 20. Mandatorily reviews the following information:

• Management discussion and analysis of financial condition and results ofoperations;

• Statement of significant related party transactions (as defined by the auditcommittee) submitted by management;

• Management letters / letters of internal control weaknesses issued by thestatutory auditors;

• Internal audit reports relating to internal control weaknesses; and

The appointment removal and terms of remuneration of the Chief internal auditor shallbe subject to review by the Audit Committee.

21. Review the Financial Statements of its Subsidiary Company if any.

22. Review the composition of the Board of Directors of its Subsidiary Company if any.23. Review the use/application of funds raised through an issue (public issues rightissues preferential issues etc.) on a half yearly basis as a part of the half yearlydeclaration of financial results. Further review on annual basis statements prepared bythe Company for funds utilized for purposes other than those stated in the offer document.

24. In addition to carry out such other functions/powers as may be delegated by theBoard to the Committee from time to time.

NOMINATION AND REMUNERATION COMMITTEE

Composition

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 Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.

Meeting and Attendance

The Committee met twice during the financial year 2016-17 on September 27 2016 &October 01 2016. The requisite quorum was present at the Meeting. The Chairman of theNomination and Remuneration Committee was present at the last Annual General Meeting ofthe Company. The table below provides the attendance of the Nomination & RemunerationCommittee.

Name Category Designation Meeting(s)
Held Attended
Mr. Abhishek Awasthi Independent Director Chairman 2 2
Ms. Vividha Kirti Independent Director Member 2 2
Mr. Nitin Kishor Boricha Non-Executive Director Member 2 1
Mr. Rajesh Sharma Director Member 2 1

Notes:

1. Mr. Nitin Kishor Boricha (DIN: 05245737) resigned from the directorship of theCompany with effect from October 01 2016.

2. Mr. Rajesh Sharma (DIN: 07610210) was appointed as Additional Director of theCompany with effect from October 01 2016.

The Nomination and Remuneration Committee is empowered with the following terms ofreference and responsibilities in accordance with the provisions of law and the Nominationand Remuneration Policy:

• The committee recommends to the board the compensation terms of the executivedirectors.

• The committee to carry out evolution of every director's performance andrecommend to the board his/her appointment and removal based on the performance.

• The committee to identify persons who may be appointed in senior management inaccordance with the criteria laid down.

• Framing and implementing on behalf of the Board and on behalf of theshareholders a credible and transparent policy on remuneration of executive directorsincluding ESOP Pension Rights and any compensation payment.

• Considering approving and recommending to the Board the changes in designationand increase in salary of the executive directors.

• Ensuring the remuneration policy is good enough to attract retain and motivatedirectors.

• Bringing about objectivity in deeming the remuneration package while striking abalance between the interest of the Company and the shareholders.

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 Nomination and RemunerationPolicy of the Company is annexed herewith as [Annexure- C] to this Report.

Details of Remuneration to all Directors

The details of remuneration paid to the Directors for the year ended March 31 2017 areas under:

Name Designation Salary Perquisites Sitting Fees Total
Mr. Raj Saluja Managing Director 333336 - - 333336
Mr. Abhishek Awasthi Independent Director - - - -
Ms. Vividha Kirti Independent Director - - - -
Mr. Nitin Kishor Boricha Director - - - -
Mr. Rajesh Sharma Director - - - -

Notes:

1. Mr. Nitin Kishor Boricha (DIN: 05245737) resigned from the directorship of theCompany with effect from October 01 2016.

2. Mr. Rajesh Sharma (DIN: 07610210) was appointed as Additional Director of theCompany with effect from October 01 2016.

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

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

• Details of fixed component and performance linked incentives along withperformance criteria- Nil

• Service Contracts notice period severance fees- Not Applicable

• Stock options details if any and whether the same has been issued at a discountas well as the period over which accrued and over which exercisable- Not Applicable

Performance Evaluation of Board its Committees and Directors

Pursuant to the provisions of the Companies Act 2013 and Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors has carried out an annual evaluation of its own performance and that of itsCommittees 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

Composition

The composition of the Stakeholder Relationship Committee is in compliance with theprovisions of Section 178 of the Companies Act 2013 and Regulation 20 of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

Meeting & Attendance

The Committee met Four (4) times during the financial year 2016-2017 on May 30 2016August 12 2016 November 14 2016 and March 15 2017. The constitution of theStakeholders Relationship Committee of the Board of Directors of your Company along withthe details of the meetings held and attended by the members of the Committee during thefinancial year 2016-17 is detailed below:

Name Category Designation Meeting(s)
Held Attended
Ms. Vividha Kirti Independent Director Chairman 4 4
Mr. Abhishek Awasthi Independent Director Member 4 4
Mr. Raj Saluja Managing Director Member 4 4

The Board has clearly defined the terms of reference for this committee. The Committeelooks into the matters of Shareholders/Investors grievances along with other matters orany other duties that may be delegated to the Committee by the Board of Directors fromtime to time. The Secretarial Department of the Company and the Registrar and ShareTransfer Agent M/s Skyline Financial Services Private Limited attend to all grievances ofthe shareholders received directly or via any other authority. The Minutes of theStakeholders Relationship Committee Meetings are circulated to the Board and noted by theBoard of Directors at the Board Meetings. Continuous efforts are made to ensure thatgrievances are more expeditiously redressed to the complete satisfaction of the Investors.Shareholders are requested to furnish their updated telephone numbers and e-mail addressesto facilitate prompt option.

Details pertaining to the number of complaints received and responded and the statusthereof during the financial year 2016-2017 are given below:

No. of Complaints received during the year -
No. of Complaints resolved during the year -
No. of Complaints pending at the end of the year -

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 the website of the Company viz.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 2016-2017.

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

All transactions entered into during the financial year 2016-17 with Related Parties asdefined under the Companies Act and Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 were in the ordinary course ofbusiness and on an arm's length basis. During the year the Company had not entered intoany transaction referred to in Section 188 of the Companies Act 2013 with related partieswhich could be considered material under Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015. Accordingly the disclosure ofRelated Party Transactions as required under Section 134(3) of the Companies Act 2013 inForm AOC-2 is not applicable.

Necessary disclosures required under the Accounting Standards (AS-18) have been made inthe Notes to Financial Statements.

As required under Regulation 23 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has formulated aRelated Party Transactions Policy which is available at the website of the Company viz.www.oyeeeemedia.com.

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 annexed herewith as [Annexure-D] to 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 nocorporate governance report is disclosed in this Annual Report. It is pertinent to mentionthat the Company follows majority of the provisions of the corporate governancevoluntarily.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company asrequired under Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed herewith as [Annexure-E] to this Report.

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(5) of the Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) for the time being in force) the Directors of yourCompany confirm that:

• in the preparation of the Annual Accounts for the financial year ended March 312017 the applicable Accounting Standards and Schedule III of the Companies Act 2013(including any statutory modification(s) or re-enactment(s) for the time being in force)have been followed and there are no material departures from the same;

• the Directors have 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 March 31 2017 andof the profit & loss of the Company for the Financial Year March 31 2017;

• the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013(including any statutory modification(s) or re-enactment(s) for the time being in force)for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

• the annual accounts have been prepared on a ‘going concern' basis;

• proper internal financial controls laid down by the Directors were followed byyour Company and that such internal financial controls are adequate and operatingeffectively; 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.

For and on behalf of the Board
Raj Saluja
Place: Mumbai Managing Director/Chairman
Date: May 30 2017 DIN: 07111214