Your Directors have pleasure in presenting their 30th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2021.
1. FINANCIAL RESULTS:
|Particulars ||(Amount in INR/lakhs) |
| ||2020-21 ||2019-20 |
|I. Revenue From Operations ||107.69 ||154.63 |
|II. Other Income ||1.62 ||20.82 |
|III. Total Income (I + II) ||109.30 ||175.45 |
|IV. Expenses || || |
|a) Cost of Services Rendered ||55.50 ||57.00 |
|b) Purchases of Stock-in-Trade ||- ||- |
|c) Changes in inventories of finished goods Stock-in-Trade and work-in progress ||- ||- |
|d) Employee benefits expense ||36.70 ||35.27 |
|e) Finance Costs ||19.24 ||41.96 |
|f) Depreciation and amortization expenses ||1.53 ||1.52 |
|g) Other Expenses ||30.41 ||35.51 |
|Total Expenses (IV) ||143.38 ||171.27 |
|V. Profit/(loss) before exceptional items and tax (I-IV) ||(34.08) ||4.18 |
|VI. Exceptional Items ||- ||- |
|VII. Profit/ (loss) after exceptions items and tax(V-VI) ||(34.08) ||4.18 |
|VIII. Tax Expense: || || |
|(1) Current Tax ||- ||- |
|(2) Deferred Tax ||- ||- |
|IX. Profit/(Loss) for the period (VII-VIII) ||(34.08) ||4.18 |
|X. Other Comprehensive Income || || |
|A. (i) Items that will not be reclassified to profit or loss ||- ||- |
|(ii) Income tax relating to items that will not be reclassified to profit or loss ||- ||- |
|B. (i) Items that will be reclassified to profit or loss ||- ||- |
|(ii) Income tax relating to items that will be re-classifies to profit or loss ||- ||- |
|XI. Total Comprehensive Income for the period (XIII+XIV) Comprising Profit (Loss) and Other Comprehensive Income for the period) ||(34.08) ||4.18 |
|XII. Paid-up Equity Share Capital ||3470.01 ||3470.01 |
|(Face Value of the share Rs 10/- each) || || |
|XIII. Earnings per Share (not annualised) : || || |
|(1) Basic ||(0.10) ||0.01 |
|(2) Diluted ||(0.10) ||0.01 |
2. FINANCIAL PERFORMANCE
Total revenue for the year ended March 31 2021 amounted to Rs. 109.30 Lakhs as againstRs. 175.45 Lakhs in the previous Financial Year. Net Loss for the year under review wasRs. 34.08 Lakhs as against Net Profit of Rs. 4.18 Lakhs in the previous Financial Year.
Due to Losses in the current Financial Year your Directors do not recommend anydividend during the year under review
No amount was transferred to Reserves.
5. 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 Tata SkyIncable Siti cable Aadhar Jio TV (mobile platform) JPR and several other small cableoperators in different parts of the country.
6. MATERIAL CHANGES AND COMMITMENTS BETWEEN END OF FINANCIAL YEAR AND DATE OF REPORT:
There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year under review and thedate of this report.
7. 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 for the year ended March 31 2021 theapplicable Accounting Standards had been followed along with proper explanation relatingto material departures if any;
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 Lossof 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;
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.
8. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any subsidiary joint ventures and associate company.
During the financial year 2020-21 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.
10. SHARE CAPITAL:
The Paid-up Equity Share Capital as on March 31 2021 was Rs. 347001000/- comprising34700100 Equity Shares of Rs. 10/- each. During the year under review the Company hasneither issued any shares nor granted any stock options or sweat equity.
11. 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.
12. 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.
A report of the Auditors pursuant to Section 143(3)(i) of the Companies Act 2013certifying the adequacy of Internal Financial Controls is annexed with the Auditor'sReport.
13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required by Regulation 34 of the SEBI (Listing Obligation and Requirement)Regulations 2015 (Listing Regulations') the Management discussion and AnalysisReport forms part of this Annual Report.
14. CORPORATE GOVERNANCE:
The Company is committed to good corporate governance in line with the ListingRegulations and Perfect-Octave corporate governance norms. The Company is in compliancewith the provisions on corporate governance specified in the Regulations except asotherwise provided in Corporate Governance Section.. The Compliance certificate from Mr.Anirudh Kumar Tanvar Practicing Company Secretary regarding compliance of conditions ofcorporate governance as stipulated in the Regulations has been annexed with this report.
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 2020-2021 nocomplaints were received by the Company related to sexual harassment.
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mrs. Latika Ganeshkumar Kuppan Director (DIN: 00651103) retires by rotation and beingeligible offers herself for re-appointment. Your Directors commend her re-appointment.Further Ms. Rajshree Shekhawat was appointed as Company Secretary w.e.f 25thNovember 2020.
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 to 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:
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the Membersat the Registered Office of the Company during business hours on working days of theCompany up to the date of the ensuing Annual General Meeting. If any Member is interestedin obtaining a copy thereof such Member may write to the Company in this regard.
21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
Details of loans guarantees and investments made under the provisions of Section 186of the Companies Act 2013 are given in the notes to financial statements.
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:
All transactions entered into with Related Parties as defined under the Companies Act2013 as well as SEBI (Listing Obligations and Disclosure Requirement) Regulation 2015during the financial year were in the ordinary course of business and on an arm's lengthpricing basis and do not attract the provisions of Section 188 of the
Companies Act 2013. There were no materially significant transactions with relatedparties during the financial year which were in conflict with the interest of the Company.Suitable disclosure as required by the Accounting Standards (AS-18) has been made in thenotes to the Financial Statements. The Board has approved a policy for related partytransactions which has been uploaded on the Company's websitehttp://www.insyncmusic.net/reports.php
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:
Information pursuant to the Section 134 (3) (m) of the Companies Act 2013 read withCompanies (Accounts) Rule 2014 for the year ended March 31 2021
|PARTICULARS ||REMARKS |
|1. CONSERVATION OF ENERGY || |
|A. The steps taken or impact on Conservation of energy || |
|i. Process optimization and automation ||Your Company took many initiatives to reduce the electricity consumption through productivity increase. Your company has focused on productivity so that unit consumption per unit is reduced. |
|ii. Optimization of Electrical Equipment || |
|iii. Lighting || |
|iv. Other Key initiatives for Energy conservation || |
|B. The steps taken by the Company for utilizing alternate sources of energy || |
|C. The Capital Investment on energy conservation equipment || |
|2. TECHNOLOGY ABSORPTION || |
|a. The efforts made by the Company towards technology absorption || |
|b. The benefits derived like product improvement cost reduction product development or import substitution ||Company is taking active steps for technology absorption. |
|c. In case of imported technology ( imported during the last three years reckoned from the beginning of the Financial year) || |
|d. The expenditure incurred on Research and Development || |
|3. FOREIGN EXCHANGE EARNINGS AND OUTGO ||The required information in respect of the Foreign Exchange earnings and outgo as applicable has been given in the Notes forming part of the Audited Financial Statements for the year ended March 31 2021. |
26. STATUTORY AUDITORS:
The Statutory Auditors M/s. Gupta Raj & Co. Chartered Accountant having FirmRegistration No. 001687N were appointed for a period of next 5 years subject toratification of appointment in every AGM. The requirement of ratification of appointmentof Statutory Auditors at every AGM has been omitted pursuant to Companies (Amendment) Act2017 notified on May 07 2018. Thus M/s. Gupta Raj & Co. will continue to hold officetill the conclusion of 31st AGM of the Company.
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 will bein the best interests of the Company.
27. AUDITORS' OBSERVATION & REPORT:
The Auditor's Report on financial statements is a part of this Annual Report. There hasbeen no qualification reservation adverse remark or disclaimer given by the Auditors intheir Report.
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 appointedMr. Anirudh Kumar Tanvar practicing Company Secretary for conducting secretarial audit ofthe Company for the financial year 2020-2021.
The Secretarial Audit Report is annexed herewith as "Annexure A".
Board's Reply of the comments in the Secretarial Audit Report:
|The Company has not appointed a Company Secretary after resignation of Mr. Pawan Kumar Tiwary on 05th July 2019 for the financial year under review as required under Section 203 of the Companies Act 2013. ||Ms. Rajshree Shekhawat has been appointed as Company Secretary w.e.f. 25th November 2020. |
|The Company has not published in the newspaper the financial results as well as the notice of Board meeting where the financial results were discussed as required under Regulation 47 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 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. |
|The Company has not published in the newspaper the Notice of Book Closure and the Notice of Annual General Meeting as required by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. ||Due to funds constraints the notice of Book Closure and notice of Annual General Meeting is missed. However the company publishes the results on BSE website as well as on its own site. |
|The Company has not submitted shareholding pattern within 21 days for quarter ended 31st December 2020 pursuant to Regulation 31(1) of SEBI (LODR) 2015. ||Due to late receipt of Shareholding Pattern details from RTA the same is submitted with delay of one day. |
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 is available at Companies websiteon the link http://www.insyncmusic.net/reports.php
30. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable mandatory Secretarial Standards issued bythe Institute of Company Secretaries of India.
31. REMUNERATION POLICY
The Board of Directors has framed a Policy which lays down a framework in relation toremuneration of Directors KMP and other employees of the Company. The salient features ofthis Policy are given in the Corporate Governance Report. The said Policy is available onthe Company's website at http://www.insyncmusic.net/reports.php.
32. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Section 177(9) and (10) of the Companies Act 2013 and Regulation 22 ofSEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 the Company has aWhistle-Blower Policy for establishing a vigil mechanism for Directors and employees toreport genuine concerns regarding unethical behavior actual or suspected fraud orviolation of the Companys Code of Conduct and Ethics policy. The said Whistle-BlowerPolicy has been hosted on the website of the Company athttp://www.insyncmusic.net/reports.php
33. MAINTENANCE OF COST RECORDS:
Maintenance of cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 is not required by the Company
The Board of Directors wish to acknowledge the continued support and co-operationextended by the 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 |
|Date: June 24 2021 ||Sd/- |
|Place: Mumbai ||Ganeshkumar Kuppan |
| ||Managing Director |
| ||(DIN: 00650784) |