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Perfect-Octave Media Projects Directors Report, Perfect-Octave Reports by Directors
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Perfect-Octave Media Projects

BSE: 521062|ISIN: INE814L01013|SECTOR: Textiles - Hosiery & Knitwear
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Directors Report Year End : Mar '15    Mar 14
 Dear Members,
 
 The 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.
 
 1. FINANCIAL RESULTS:
 
 Particulars (Standalone)                          (Amount in INR/lakhs)
 
                                                    2014-15      2013-14
 
 Total Income                                       337.33      1361.17
 
 Total Expenditure                                  924.23      1775.14
 
 Loss before exceptional items and Tax             (586.89)     (413.97)
 
 Less: Exceptional Items                           (163.13)         --
 
 Loss before Tax                                    750.02      (413.97)
 
 Less: Provision for Tax                               --          --
 
 Tax Adjustment relating to prior years               0.43         --
 
 Deferred Tax                                          --        (33.05)
 
 Net Loss after Tax                                (749.59)     (447.02)
 
 Loss brought forward from previous year           (767.67)     (320.65)
 
 Balance carried to the Balance Sheet              (1517.26)    (767.67)
 
 Earning per Equity Share
 (Face Value: Rs. 10/-)
 
        Basic                                        (2.16)       (1.31)
 
        Diluted                                      (2.16)       (1.31)
 
 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 T agde, 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 re- appointment.
 
 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 thereunder. 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.
 
 The Secretarial Audit Report is annexed herewith as ''Annexure B.
 
 Board''s Reply on comments in the Secretarial Audit Report:
 
 Ms. Komal Deshmukh Samant is the Company Secretary & Chief Financial
 Officer of the Company. As per the provision of Sec. 203 of the
 Companies Act, 2013 CFO & CS should be separate persons.
 
 The Board has noted the observation made by the Secretarial Auditor and
 now the Company is looking for the fit and proper separate candidature
 for the position of CFO to comply with Section 203(1) of the Companies
 Act, 2013.
 
 The Company has passed requisite Board Resolution for appointed of Mrs.
 Seema Tagde as Additional Women Director required under Sec. 149 of the
 Companies Act, 2013 in the meeting duly conducted on June 27, 2014. But
 the appointment of Director is subject to approval of Ministry of
 Information and Broadcasting (MIB). The said approval is awaited from
 MIB.
 
 The observation made is self-explanatory and hence do not call for any
 further comments.
 
 The Company during the financial year has not published its results and
 notice of the Board Meeting as required under Clause 41 of the listing
 agreement in newspapers. However, it is regular in filing the same with
 BSE and uploading the same on its website.
 
 The Company publishes the results on BSE website as well as on its own
 site. The relevant documents are already in public domain.
 
 The Company has not yet appointed internal auditor as required under
 Sec 138 of the Companies Act, 2013
 
 The Company will finalized the said appointment in the current
 financial year 2015-2016.
 
 The Company has made preferential allotment of 687,300 equity shares on
 November 21, 2014. The allotment of shares was not made within 60 days
 of receipt of the share application money.
 
 The Company had obtained NOC from the proposed allottees conveying to
 keep the share application money with the Company till the allotment.
 
 Further the Company had filed the relevant e-form with the Registrar of
 Companies, Mumbai for registering the Board Resolution passed on
 30-May-2015.
 
 Financial results for the quarter ended September, 2014 under Clause 41
 of the Listing Agreement were submitted with delay of 3(three) days.
 
 Further the Company has paid penalty for Non- compliance to Bombay
 Stock Exchange on December 02, 2014.
 
 The observation made is self-explanatory and hence do not call for any
 further comments.
 
 During the year, the Company has received two show- cause notice from
 Ministry of Corporate Affairs for (i) non- appointment of Women
 Director (u/s 149 of the Companies Act, 2013).  and
 
 The observation made is self-explanatory and hence do not call for any
 further comments.
 
 (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
 
 Date: August 14, 2015                         Sd/-             Sd/-
 Place: Mumbai                            Ratish Tagde       Vivek Salian
                                        Managing Director     Director
 
 
 
 
 
Source : Dion Global Solutions Limited
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