Perfect Octave Media Projects Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in presenting their 27th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2018.

1. FINANCIAL RESULTS:

Particulars (Amount in INR/lakhs)
2017-18 2016-17
I. Revenue From Operations - 1.65
II. Other Income 48.88 1.21
III. Total Income (I + II) 48.88 2.86
IV. Expenses
a) Cost of Material Consumed - -
b) Purchases of Stock-in-Trade - -
c) Changes in inventories of finished goods, Stock-in-Trade and work-in progress - -
d) Employee benefits expense 17.35 13.01
e) Finance Costs - 16.71
f) Depreciation and amortisation expenses 4.64 155.09
g) Other Expenses 88.73 237.68
Total Expenses (IV) 110.72 496.77
V. Profit/(loss) before exceptional items and tax (I-IV) (61.84) (493.91)
VI. Exceptional Items - -
VII. Profit/ (loss) after exceptions items and tax(V-VI) (61.84) (493.91)
VIII. Tax Expense:
(1) Current Tax - -
(2) Deferred T ax - -
IX. Profit/(Loss) for the period (VII-VIII) (61.84) (493.91)
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) (61.84) (493.91)
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 (0.18) (1.42)
(2) Diluted (0.18) (1.42)

2. FINANCIAL PERFORMANCE

Total revenue for the year ended March 31, 2018 amounted to Rs.48.88 Lakhs as against Rs. 2.86 Lakhs in the previous Financial Year. Net Loss for the year under review was Rs. 61.84 Lakhs as against Rs.493.91 Lakhs in the previous Financial Year.

3. 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.

4. RESERVES:

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

5. INFORMATION ON THE STATE OF COMPANYS AFFAIR:

The Company is operating a satellite television channel "Insync" which is showcasing Indian Classical Music and other non-film music genres. Since it is operating in a niche segment, its viewership is limited and therefore it is challenging to distribute Insync in a cost effective manner. It is currently distributed on Hathway Cable, Tata Sky, SCOD18 and other cable operators in different part of the country.

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

a) One of the main source of revenue for any TV channel is FCT Support. During the year we strengthened the marketing support and have received FCT support from Shriram Group, The New India Assurance Co. Ltd., National Insurance Company Limited, Life Insurance Corporation, Stock Holding Corporation of India Limited & Aditya Birla Group

b) For carriage of the channel, we have executed Agreements with M/s. Hathway, TATA SKY, Incable and other cable operators have already been carrying our channel.

c) Professionals with substantial and relevant experience have been inducted into Board. We are also in the process of inducting additional Staff for content creation and editing.

d) The Managing Director carries a substantial experience in the domain of Indian Classical Music and heads several institutions connected to Music Industry.

7. DIRECTORS RESPONSIBILITY STATEMENT:

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

In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

a) That in the preparation of the annual accounts for the year ended 31st March, 2018 the applicable Accounting Standards have been followed.

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 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.

8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary, joint ventures and associate company.

9. DEPOSITS:

During the financial year 2017-18, 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.

10. SHARE CAPITAL:

The Paid-up Equity Share Capital as on March 31, 2018 was Rs. 34,70,01,000/- comprising 3,47,00,100 Equity Shares of Rs. 10/- each.

11. 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.

12. 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.

A report of the Auditors pursuant to Section 143(3)(i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors Report.

13. 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.

14. 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 Mr. Anirudh Tanwar, Practicing Company Secretaries regarding compliance of conditions of corporate governance as stipulated in SEBI (Listing Obligation and Requirement) Regulation, 2015 has been annexed with the report.

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 to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2017-2018, no complaints were received by the Company related to sexual harassment.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Bharat Gada., Mr. Vivek Salian & Mr. Mahesh Tagde resigned as Director of the company w.e.f. 3rd April 2018, 9th April 2018 & 11th May 2018 respectively.

Mrs. Latika Ganeshkumar appointed as Director w.e.f. 18th May 2018.Mr. Snehal Natvarlal Muzoomdar, Mr. Raghunath Sundaresan & Mr. Gopalarathnam appointed as Independent Director w.e.f. 18th May 2018, 30th May 2018 & 24th July 2018 respectively.

The aforesaid appointments of directors are subject to approval of the shareholders at the forthcoming Annual General Meeting of the Company and necessary resolutions of their appointment are incorporated in the Notice of Annual General Meeting.

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.

18. EVALUATION OF BOARDS PERFORMANCE:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, the Board has to carry 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 employees 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".

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:

All transactions entered into with Related Parties as defined under the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015 during the financial year were in the ordinary course of business and on an arms length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with related parties 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 the notes to the Financial Statements.

The Board has approved a policy for related party transactions which has been uploaded on the Companys website https://www.perfectoctave.com/pdf/RPT%20Policv.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:

(Information pursuant to the Section 134 (3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rule, 2014 and forming part of the Directors Report in Annexure to the Members for the year ended March 31, 2018

PARTICULARS REMARKS
1. CONSERVATION OF ENERGY 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.
A. The steps taken or impact on Conservation of energy
i. Process optimization and automation
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 Petroleum Product offering from the Company are continuously upgraded and optimized to explore the export market.
b. The benefits derived like product improvement, cost reduction, product development or import substitution
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 has been given in the Note no. 57 forming part of the Audited Financial Statements for the year ended March 31, 2018.

26. STATUTORY AUDITORS:

The Statutory Auditors, M/s. Gupta Raj & Co., Chartered Accountant having Firm Registration No. 001687N were appointed for a period of next 5 years subject to ratification of appointment in every AGM.

Your Company has received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014. Your Board is of the opinion that continuation of M/s. Gupta Raj & Co., Statutory Auditors during next five financial years will be in the best interests of the Company and therefore Members are requested to consider their appointment as Statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting till the conclusion of the Thirty First AGM of the Company to be held in the year 2022 at remuneration as may be decided by the Board.

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 Mr. Anirudh Tanvar, practicing Company Secretary for conducting secretarial audit of the Company for the financial year 2017-2018.

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

Boards Reply of the comments in the Secretarial Audit Report:

Half the Board did not comprise of Independent Directors for the financial year ending 2017-18. The Board was under the process of appointing Independent Directors but due to various difficulties was unable a find suitable candidates. The Board has however appointed Mr. Raghunath Sundaresan, Mr. Snehal Muzoomdar and Mr. Gopalarathnam as Additional Independent Directors of the Company.
The Company has not appointed internal auditor for the financial year under review Due to financial constraints and also extremely low business transactions, no internal auditor has been appointed. Company is optimistic for its future plan and will take a correct course of action in this connection.
The Company has not yet appointed a Company Secretary and Chief Financial Officer for the financial year under review The Company is looking for proper a candidate within the set budget and will appoint a Company Secretary and Chief Financial Officer in due course.
The Company has not filed resolution for appointment of Secretarial Auditor and other requisiteresolutions with the Registrar of Companiesas required under the Companies Act, 2013 for the financial year under review. The Boardhas taken a corrective action and recently appointed a proper candidate to oversee the compliances. Requisite filing will be done in due course.
The Company has not appointed a Women Director as required under Section 149(1) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements), 2015. The Board was under the process of appointing a woman director but due to various difficulties was unable a find a suitable candidate. However, the Board has appointed Mrs. Latika Kuppan as an Additional Director of the Company thereby fulfilling the criteria of Woman Director.
The Company has not filed form MGT-10 for change in Promoters Shareholding for requisitetransactions as required under Section 93 of the Companies Act, 2013 and details of stock exchange filing for the said pledge/transfer/acquisitions during the year under review are not submitted to me for verification. Due to lack of suitable manpower the Company was unable to file its disclosure, However requisite disclosures will be made in due course.
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 52(8) and Regulation 47 of the SEBI (Listing Obligations and Disclosure Requirements), 2015. The company publishes the financial results on BSE website as well as on its own website. The relevant documents are already in public domain. However, due to financial constraints and high publishing costs the Company was unable to publish its financial results in the newspaper. The Company will take corrective action in due course.
The Company has not published the Notice of Book Closure and the Notice of Annual General Meeting as required by the SEBI (Listing Obligations and Disclosure Requirements), 2015. The Company will comply with the code of compliances as laid down in the Act and Regulations in the interest of the Company and its shareholders.
The Company has not appointed internal auditor for the financial year under review Due to funds constraints and also extremely low business transactions, no internal auditor has been appointed. Company is optimistic for its future plan and will take a correct course of action in this connection.
The Company has not yet appointed a Company Secretary and Chief Financial Officer for the financial year under review The Company is looking for proper candidature within the set budget. Till then company has appointed a practicing Company Secretary to look into the relevant compliances.
The Company has not filed resolution for appointment of Secretarial Auditor and other relevant resolutions with the Registrar of Companiesas required under the Companies Act, 2013 for the financial year under review. The Company has recently appointed proper candidature for the compliances.However, due to late appointment filing of resolutions would need time.
The Company has not appointed a Women Director as required under Section 149(1) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements), 2015. Due to various reasons the company got difficulties in appointing a women director. However, the Company has appointed woman director.
The Company has not filed form MGT-10 for change in Promoters Shareholding for relevant transactions as required under Section 93 of the Companies Act, 2013 and details of stock exchange filing for the said pledge/transfer/acquisitions during the year under review are not submitted to me for verification. Due to lack of proper candidature, the company was unable to file its disclosure. however, belated filing are done to maintain shareholders interest.
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 52(8) and Regulation 47 of the SEBI (Listing Obligations and Disclosure Requirements), 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 the Notice of Book Closure and the Notice of Annual General Meeting as required by the SEBI (Listing Obligations and Disclosure Requirements), 2015. The Company will follow the code of compliances as laid down in the Act in the interest of shareholders.

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, this Report is available at Companies websites on the link https://www.perfectoctave.com/investor-relation.html

30. SECRETARIAL STANDARD:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

31. 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
Date: September 3rd, 2018 Sd/-
Place: Mumbai Ganeshkumar Kuppan
Managing Director
(DIN: 00650784)