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Perfect-Octave Media Projects Ltd			Industry : Entertainment / Electronic Media Software


BSE Code:	521062	NSE Symbol:	Not Listed	P/E(TTM):	76.67

ISIN Demat:	INE814L01013	Div & Yield %:	0	EPS(TTM):	0.06

Book Value(Rs):	2.3888116	Market Cap ( Cr.):	15.96	Face Value(Rs):	10

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To,

The Members,

Your Directors have pleasure in presenting their 33^rdAnnual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2024.

1. FINANCIAL RESULTS:

Particulars	(Amount in INR/lakhs)
	2023-24	2022-23
I. Revenue From Operations	167.33	155.84
II. Other Income	0.65	2.20
III. Total Income (I + II)	167.98	158.04
IV. Expenses
a) Cost of Services Rendered	51.00	38.25
b) Purchases of Stock-in-Trade	-	-
c) Changes in inventories of finished goods, Stock- in-Trade and work-in progress	-	-
d) Employee benefits expense	35.68	37.61
e) Finance Costs	32.56	12.39
f) Depreciation and amortization expenses	0.02	0.16
g) Other Expenses	26.11	27.57
Total Expenses (IV)	145.38	115.98
V. Profit/(loss) before exceptional items and tax (I-	22.60	42.06
IV)
VI. Exceptional Items	-	-
VII. Profit/ (loss) after exceptions items and tax(V-	22.60	42.06
VI)
VIII. Tax Expense:
(1) Current Tax	-	-
(2) Deferred Tax	-	-
IX. Profit/(Loss) for the period (VII-VIII)	22.60	42.06
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	22.60	42.06
(XIII+XIV) Comprising Profit (Loss) and Other
Comprehensive Income for the period)
XII. Paid-up Equity Share Capital	3470.01	3470.01
(Face Value of the share Rs 10/- each)
XIII. Earnings per Share (not annualized) :
(1) Basic	0.07	0.12
(2) Diluted	0.07	0.12

2. FINANCIAL PERFORMANCE

Total revenue for the year ended March 31, 2024 amounted to Rs. 167.33 Lakhs as against Rs. 155.84 Lakhs in the previous Financial Year. Net Profit for the year under review was Rs. 22.60 Lakhs as against Net Profit of Rs. 42.06 Lakhs in the previous Financial Year.

3. DIVIDEND:

To conserve the profit in the current Financial Year, your Directors do not recommend any dividend during the year under review

4. RESERVES:

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 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 Tata Sky, Incable, Siti cable, Aadhar, Jio TV (mobile platform) , JPR and several other small 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:

a) in the preparation of the annual accounts for the year ended March 31, 2024 the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any; 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; 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 2023-24, 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, 2024 was Rs. 34,70,01,000/- comprising 3,47,00,100 Equity Shares of Rs. 10/- each. During the year under review, the Company has neither 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 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 Auditor's 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 except as otherwise provided in Corporate Governance Section.. The Compliance certificate from Mr. Anirudh Kumar Tanvar, Practicing Company Secretary 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 2023-24, no complaints were received by the Company related to sexual harassment.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mrs. Latika Ganeshkumar , Director (DIN: 00651103), retires by rotation and being eligible, offers herself for re-appointment. Your Directors commend her 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.

18. EVALUATION OF BOARD'S 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:

The requisite details in respect of employees of the Company required pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed and forms an integral part of this report. There is no employee in the company getting salary above the limit prescribed.

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 arm's 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 Company's website http://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 would impact the going concern status of the Company and its future operations except as hereinafter provided in this report

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 for the year ended March 31, 2023

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	Company is taking active steps for technology absorption.
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, as applicable has been given in the Notes forming part of the Audited Financial Statements for the year ended March 31, 2024.

26. STATUTORY AUDITORS:

The Statutory Auditors, M/s. Gupta Raj & Co., Chartered Accountant having Firm Registration No. 001687N were appointed for a period of 5 years in the AGM held in the year 2022 from the conclusion of 31^st AGM till the conclusion of the 36^th Annual General Meeting to be held in the year 2027,.

27. AUDITORS' OBSERVATION & REPORT:

The Auditor's 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 Kumar Tanvar, practicing Company Secretary for conducting secretarial audit of the Company for the financial year 2022-23.

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 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 Does not have a full time company secretary wef 01^st February, 2023 and bse has also imposed penalty for non appointment of Company Secretary cum compliance officer	Company is searching for a suitable candidate for the position and new company secretary would be appointed as soon as a suitable candidate is finalized.
The Company has filed few forms with late fees SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655dated November 3, 2021 Mandatory furnishing of PAN, KYC details and Nomination by holders of physical securities, The Company is under process for complying with the same. SEBI has imposed a Penalty of Rs. 4 Lac on the Company for violation of Regulation 31A(8)(a), 31A,	Due to site issue, few forms were filed with late fees.
	This is 25 year old company and in the process of ascertaining the required details and will company comply with the same in due course of time.
	The Company has paid the fine.

29. EXTRACT OF THE ANNUAL RETURN:

The details forming part of the extract of the Annual Return in accordance with Section 92(3) of the Companies Act, 2013 is available at Companies website on the link http://www.insyncmusic.net/reports.php

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 are given in the Corporate Governance Report. The said

Policy is available on the 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 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 http://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

34. ACKNOWLEDGEMENTS:

The Board of Directors wish to acknowledge the continued support and co-operation extended by the 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.