DIRECTOR'S REPORT To, The Members, Your Directors have pleasure in presenting their 24th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015. 2. DIVIDEND: In view of loss incurred during the year under review and losses of earlier years, your Directors 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 channel catering to pure music and also as the only channel for Indian classical based music genres. Insync now stands as one of the most respected brands in Music. Any TV channel to be financially successful, it takes minimum 2 to 3 years and many a times, considering the financial viability of the genre of music, there may be a course correction in terms of content strategy and positioning. The management is happy to inform you that in terms of satellite/broadcasting rights to the High Definition video content in the classical based music genres, your company possesses the largest repertoire. Insync is now discussing with international players for broadcasting the content and also discussing with Tata Sky for carriage 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 financial year. 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 Company occurred between the end of the financial year to which this financial statements relate on 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, the Directors' state that: a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the company and that such internal financial controls are adequate and were operating effectively. f) the directors had devised proper systems to ensure compliance with the provisions of all 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 the meaning 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. 34,70,01,000/- comprising 3,47,00,100 Equity Shares of Rs. 10/- each. During the year under review, the Company raised funds through issue and allotment of 687,300 Equity Shares at a price of Rs. 20/- per Equity Share (including a premium of Rs. 10/- per Equity Share), aggregating to Rs. 1,37,46,000/- to Promoter and Non-Promoters. The object of the issue was to meet working capital requirements. These Equity Shares ranks pari passu in all respect with the existing Equity Shares of the Company. 10. RISK MANAGEMENT POLICY: The Company has adopted a Risk Management Policy duly approved by the Board and is overseen by the Audit Committee of the Company on a continuous basis to identify, assess, monitor 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 to financial statements. During the year, such controls were tested and no reportable material 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 Management discussion 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 Listing Agreement and Perfect-Octave corporate governance norms. The Company is in compliance with the provisions on corporate governance specified in the Listing Agreement with BSE. The Compliance certificate from M/s. N. K. Jalan & Co., Chartered Accountants regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement has been annexed with the report. 14. BUSINESS RESPONSIBILITY REPORT: Pursuant to circular no. CIR/CFD/DIL/8/2012 dated 13th August, 2012 issued by Securities and Exchange Board of India (SEBI), Clause 55 of the Listing Agreement relating 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 the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up headed by Ms. Komal Deshmukh-Samant to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2014-2015, no complaints were received by the Company related to sexual harassment. 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 the Company at 23rd AGM of your Company held on September 30, 2014. Further, in compliance with the provisions of Sections 149, 152, Schedule IV and other applicable provisions, if any of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Bharat Gada (DIN: 00417954) and Mr. Vivek Salian (DIN: 00858694) were appointed as Independent Directors on the Board of Directors of your Company at 23rd AGM of your Company held on September 30, 2014 to hold office upto 5 (five) consecutive years. Ms. Komal Deshmukh-Samant was appointed as Chief Financial Officer of the Company w.e.f. August 14, 2014. Further in compliances with the provisions of Section 149(3) of the Companies Act, 2013, the Board has approved the appointment of Mrs. Seema Tagde as a Woman Director on June 27, 2014; subject to approval from the Ministry of Broadcasting (MIB). Mr. Mahesh Tagde (DIN: 03446418), Non-Executive Director is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible he has offered himself for 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 the criteria of independence as laid down under Section 149(6) of the Act and Clause 49 of the Listing 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 Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. 19. BOARD AND BOARD COMMITTEES: The details of Board Meetings held during the year, attendance of the directors at the meetings and details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report. 20. MANAGERIAL REMUNERATION: Disclosures of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as "Annexure A". The details of remuneration paid to the Managing Director of the Company are given 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 investments covered 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 Social Responsibility 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 with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014. During the financial year 2014-15, there were no transactions with related parties which qualify as material transactions under the Listing Agreement. Your Company has framed a Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board. The same can be accessible on the Company's website at the <http://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 would impact 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 exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are as below: • Energy Conservation: Company working in such business segment which does not require it to take steps for energy conservation. • Technology Absorption: company working in such business segment which does not require to to take steps for Technology Absorption. • Foreign Exchange Earnings and Outgo: During the period under review there was no foreign exchange earnings or out flow 26. STATUTORY AUDITORS: The Company, pursuant to section 139 of the Companies Act, 2013 and rules framed thereunder, in the previous Annual General Meeting held on 30th September 2014, had appointed M/s. N. K. Jalan & Co., Chartered Accountants, as the Auditor of the Company who shall hold office till the conclusion of Twenty-Sixth Annual General Meeting of the Company on such remuneration as may be determine by the Board after discussion with Audit Committee and the Auditors. M/s. N. K. Jalan & Co. have express their willingness to get re appointed as the Statutory Auditor of the Company and has furnished a certificate of their eligibility and consent under section 141 of the Companies act, 2013 and the rules framed there under. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The Board recommends ratification of the appointment of M/s. N. K. Jalan & Co. at the ensuing Annual General Meeting of the Company. 27. AUDITORS' OBSERVATION & REPORT: The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013. 28. SECRETARIAL AUDIT: Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. Mihen Halani & Associates, Practicing Company Secretary for conducting secretarial audit of the Company for the financial year 2014-2015. (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 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as "Annexure C" to this Report. 30. ACKNOWLEDGEMENTS: The Board of Directors wish to acknowledge the continued support and co-operation extended by the Securities and Exchange Board of India, Reserve Bank of India, Stock Exchanges, Ministry of Corporate Affairs, Forward Markets Commission, other government authorities, Bankers, material suppliers, customers and other stakeholders for their support and guidance. Your Directors would also like to take this opportunity to express their appreciation for 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 Ratish Tagde Managing Director Vivek Salian Director Date: August 14, 2015 Place: Mumbai |