Perfect Octave Media Projects Ltd Directors Report.

To, The Members,

Your Directors have pleasure in presenting their 28th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2019.

1. FINANCIAL RESULTS:

Particulars

(Amount in INR/lakhs)

2018-19 2017-18
I. Revenue From Operations - -
II. Other Income 110.97 48.88
III. Total Income (I + II) 110.97 48.88
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 13.34 17.35
e) Finance Costs - -
f) Depreciation and amortisation expenses 2.56 4.64
g) Other Expenses 94.54 88.73
Total Expenses (IV) 110.43 110.72
V. Profit/(loss) before exceptional items and tax (I-IV) 0.54 (61.84)
VI. Exceptional Items - -
VII. Profit/ (loss) after exceptions items and tax(V-VI) 0.54 (61.84)
VIII. Tax Expense:
(1) Current Tax - -
(2) Deferred Tax - -
IX. Profit/(Loss) for the period (VII-VIII) 0.54 (61.84)
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) 0.54 (61.84)
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 (0.18)
(2) Diluted 0 (0.18)

2. FINANCIAL PERFORMANCE

Total revenue for the year ended March 31, 2019 amounted to Rs. 110.97 Lakhs as against Rs. 48.88 Lakhs in the previous Financial Year. Net Profit for the year under review was Rs. 0.54 Lakhs as against Net Loss of Rs. 61.84 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 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 the Company, which have occurred between the end of the financial year under review and the date of this report.

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, 2019 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 2018-19, 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, 2019 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 Regulation 34 of the SEBI (Listing Obligation and Requirement) Regulations, 2015 (‘Listing Regulations), the Management discussion and Analysis Report, forms part of this Annual Report.

14. CORPORATE GOVERNANCE:

The Company is committed to good corporate governance in line with the Listing Regulations and Perfect-Octave corporate governance norms. The Company is in compliance with the provisions on corporate governance specified in the Regulations. The Compliance certificate from Mr. Anirudh Tanwar, Practicing Company Secretaries regarding compliance of conditions of corporate 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 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 2018-2019, no complaints were received by the Company related to sexual harassment.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Mahesh Tagde resigned as Director of the company w.e.f. 11th May 2018.

Mr. Bharat Gada and Mr. Vivek Salian had resigned as Independent Directors w.e.f. 3rd April 2018 and 9th April 2018 respectively due to personal reasons. They confirmed that there were no other material reasons personal reasons as stated in their resignation letters. Mrs. Latika Ganeshkumar was appointed as Director w.e.f. 18th May 2018. Mr. Snehal Natvarlal Muzoomdar, Mr. Raghunath Sundaresan & Mr. Gopalarathnam were appointed as Independent Directors w.e.f. 18th May 2018, 30th May 2018 & 24th July 2018 respectively. The appointments of aforesaid directors were regularized at the 27th Annual General Meeting of the Company. Mr. Ratish Tagde has resigned wef 26th April, 2019.

Mr. Pawan Kumar Tiwary and Ms. Namita Nitin Desai were appointed as Company Secretary and CFO w.e.f 13th June, 2019. Subsequently, Mr. Pawan Kumar Tiwary, Company Secretary had resigned w.e.f 5th July, 2019.

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 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 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". The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any Member interested in obtaining a copy of the same may write to the Company .

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of loans, guarantees and investments made under the provisions of Section 186 of 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 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%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:

(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, 2019

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 has been given in the Notes forming part of the Audited Financial Statements for the year ended March 31, 2019.

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 The requirement of ratification of appointment of Statutory Auditors at every AGM has been omitted pursuant to Companies (Amendment) Act, 2017 notified on May 07, 2018. Thus, M/s. Gupta Raj & Co. will continue to hold office till the conclusion of 31st AGM of the Company. 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 will be in the best interests of the Company.

27. AUDITORS OBSERVATION & REPORT:

The Auditors Report on financial statements is a part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

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 2018-2019. The Secretarial Audit Report is annexed herewith as "Annexure B".

Boards Reply of the comments in the Secretarial Audit Report:

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 did not appoint a Company Secretary and Chief Financial Officer for the financial year under review as required under Section 203 of the Companies Act, 2013. Due to funds constraints,the Company is looking for proper candidature within the set budget. And had appointed CFO and CS in June 2019. Though CS has resigned w.e.f 5th July, 2019
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. Due to funds constraints,the notice of Book Closure and notice of Annual General Meeting is missed.
The Company has not published 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.
As per Regulation 17 the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, half the Board shall comprise of Independent Directors where Chairperson is not a regular non-executive chairperson. Mr. Ratish Tagde is an executive chairperson, however half the Board did not comprise of Independent Directors during the beginning of the financial year ending 2017-18 which was not in accordance with Regulation 17. However, during the later part of the year, the Company has complied with the aforesaid provision. The Company has complied with the aforesaid provisions.
The Company has not submitted the Statement Of Investor Complaints For The Quarter Ended December, 2018 within 21 days as required under Regulation 13 (3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Missed due to inadvertence .
The Company has failed to submit to the stock exchange, within 48 hours of conclusion of its General Meeting, details regarding the voting results in the format specified by the Board as required under Regulation 44 (3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Missed due to technical issue faced while uploading the documents for the same .

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

30. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

31. REMUNERATION POLICY

The Board of Directors has framed a Policy which lays down a framework in relation to remuneration of Directors, KMP and other employees of the Company. The salient features of this Policy is given in the Corporate Governance Report. The said Policy is available on the Companys website at https://www.perfectoctave.com/investor-relation.html.

32. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has a Whistle-Blower Policy for establishing a vigil mechanism for Directors and employees to report genuine concerns regarding unethical behavior, actual or suspected fraud or violation of the Company‘s Code of Conduct and Ethics policy. The said Whistle-Blower Policy has been hosted on the website of the Company at https://www.perfectoctave.com/pdf/whistler%20Blower%20Policy.pdf

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

34. ACK NOWLEDGEMENTS:

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: August 30, 2019 Sd/-
Place: Mumbai Ganeshkumar Kuppan
Managing Director
(DIN: 00650784)