Directors Report of Thinkink Picturez Ltd.

Mar 31, 2018

TO THE MEMBERS THINK INK STUDIO LIMITED

(Formerly, Oyeeee Media Limited)

The Directors have pleasure in presenting the Tenth (10th) Annual Report of Think Ink Studio Limited (hereinafter referred to as “the Company”), along with the Audited Accounts of your Company for the Financial Year ended March 31,2018. The Financial performance of your Company during the Financial Year ended March 31,2018, as compared to the previous financial year are summarised below:

(Rs. in Lacs)

Particulars	Year ended March 31, 2018	Year ended March 31, 2018
Total Income	3257.98	4509.53
Total Expenditure	3189.29	4446.04
Profit Before Taxation	68.69	63.49
Tax Expense	17.73	19.62
Profit for the period	50.96	43.87
Brought forward from previous year	106.90	63.03
Surplus carried to Balance Sheet	157.86	106.90

COMPANY PERFORMANCE

Your Company has prepared the Financial Statements for the financialyear ended March 31,2018 under Sections 129,133 and Schedule II to the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

The Company’s total income during the year stood atRs. 3257.98 Lakhs, as compared to Rs. 4509.53 Lakhs in the previous year. The Company’s profit before tax is Rs. 68.69 Lakhs during the year, as compared to Rs. 63.49 Lakhs in the previous year. The Company earned a net profit ofRs. 50.96 Lakhs, as against a net profit ofRs. 43.87 Lakhs in the previous year.

DIVIDEND

Your Directors did notrecommend any dividend to its shareholders for the financialyear 2017-18, keeping in mind various financials and business plans of the Company.

AMOUNTS PROPOSED TO CARRY TO THE RESERVES

The Company has not transferred any amount out of the profit earned to reserve account during the year under review. The entire profit earned during the year under review is being carried forward under Profit & Loss Account

.MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial year relate and the date of this report.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company’s Internal Control Systems are commensurate with the nature, size and complexity of its business and ensure proper safeguarding of assets, maintaining proper accounting record and providing reliable financial information. Your Company’s Internal Control ensures that all assets of the Company are safeguarded and protected, proper prevention and detection of frauds and errors and all transactions are authorized, recorded and reported appropriately.

Your Company has an adequate system of internalfinancial controls commensurate with its size and scale of operations, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

Such practice provides reasonable assurance that transactions are recorded as necessary to permit preparation of Financial Statements in accordance with the applicable legislations. Your Company also monitors through its Internal Audit Team the requirements of processes in order to prevent or timely detect unauthorized acquisition, use or disposition of the Company’s Assets which could have a material effect on the Financial Statements of the Company. The Internal Audit function is responsible to assist the Audit Committee on an independent basis with a complete review of the risk assessments and associated management action plans.

During the year under review, the Internal Financial Control Audit was carried out by the Statutory Auditors, the Report of which is forming part of this Annual Report.

DEPOSITS

During the year under review, the Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits] Rules, 2014.

STATUTORY AUDITORS

M/sAgarwal & Mangal, Chartered Accountants, (Firm Registration No-100061W) Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting of the Company, and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for reappointment.

The Notes on financial statement referred to in the Auditors’Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark or disclaimer.

SECRETARIAL AUDIT

In terms of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company had appointed Ms. Kavita Raju Joshi, Practicing Company Secretary (Certificate of Practice No. 8893), as the Secretarial Auditor.

The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith as [Annexure-A] to this report.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does nothave any subsidiary/jointventures/associate companies.

SHARE CAPITAL & SUBDIVISION OF EQUITY SHARES

Pursuant to approval of the Shareholders obtained through Postal Ballot whose results were declared on March 26,2018, your Company has sub-divided the face value of its Equity Shares ofRs. 10/- each, fully paid up into Equity Shares of Re. 1/- each, fully paid-up. The Board of Directors had fixed April 18,2018 as “Record Date” for the purpose of ascertaining the eligible shareholders for receiving the aforesaid subdivided Equity Shares. Subsequent to the aforesaid Record Date, new Share Certificates have been dispatched to the Shareholders who held shares in physical mode and also credited to the respective demat account that held in electronic mode.

Accordingly, the Authorised Share Capital of your Company stands re-classified at Rs. 18,00,00,000/divided in to 18,00,00,000 Equity Shares of Re. 1 /- each. At present the Issued, Subscribed and Paid up Share Capital of your Company is Rs. 14,81,40,000/- divided into 14,81,40,000 Equity Shares of Re. 1/- each, fully paid-up.

NAMECHANGE

Pursuant to approval of the Shareholders obtained through Postal Ballot whose results were declared on March 26,2018, your Company’s name was changed to “THINK INK STUDIO LIMITED” and the Company has also received fresh Certificate of Incorporation dated April 05, 2018from Registrar of Companies, Mumbai, Maharashtra.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 and the same is annexed herewith as [Annexure-B] to this Report.

CHANGE OF REGISTERED OFFICE

Keeping in view the expanded business operations, the registered office of the Company was shifted from Office No. 807,8^th Floor, Lotus Trade Center, New Link Road, Opp Star Bazar, Andheri (West), Mumbai-400053, Maharashtra to Bunglow No. 8/71, Mhada, S V P Nagar, 4 Bunglow Mhada, Andheri (West) Mumbai-400053, Maharashtra with effect from May 14,2018.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO a) Particulars of Conservation of Energy, Technology Absorption

The Provisions of Section 134(m) of the Act relating to conservation of energy and technology absorption do not apply to this Company as the Company has not carried out any manufacturing activities.

ib) Foreign Exchange Earnings and Outgo

During the year under review there was no foreign exchange outgo nor was any foreign exchange earned. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has a duly constituted Board of Directors which is in compliance with the requirements of the Companies Act, 2013, schedules thereto and rules framed there under and also in terms of the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provisions of the Articles of Association of the Company.

a) Declaration by Independent Directors

All the Independent Directors have given a declaration that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 read with the rules made there underand as per Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015. In the opinion of the Board, they fulfil the conditions of Independence as specified in the Act and the rules made there under.

b) Non-Independent Director

In accordance with the provisions of Companies Act, 2013, Mr. Raj Saluja (DIN: 07111214), Director of the Company, is liable to retire by rotation and being eligible, offers himself for re-appointment. The Board recommends his appointmentwith a view to avail his valuable advices and wise counsel.

A brief profile of the above Director seeking appointment/re-appointment required as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 will be provided in the Notice of Annual General Meeting of the Company.

None of the Directors of the Company are disqualified for being appointed as Directors, as specified in Section 164 (2) of the Companies Act, 2013 and rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

c) Changes in Directorship/Key Managerial Personnel during theyear

During the year under review Mr. RajeshSharma (DIN: 07610210) was re-designated as Managing Director of the Company by the Board at their meeting held on December 07,2017.

Mr. Raj Saluja (DIN: 07111214) was re-designated as an Executive Director and Chief Executive Officer (CEO) of the Company by the Board at their meeting held on December07,2017.

ANNUAL EVALUATION OF BOARD’S PERFORMANCE

Your Company understands the requirements of an effective Board Evaluation process and accordingly conducts a Performance Evaluation every year in respect of the following:

i. Board of Directors as a whole;

ii. Committees of the Board of Directors;

iii. Individual Directors including the Chairman of the Board of the Directors.

In compliance with the requirements of the provisions of Section 178 of the Companies Act, 2013, the Listing Regulations and the Guidance Note on Board Evaluation issued bySEBI in January 2017, your Company has carried out a Performance Evaluation for the Board / Committees of the Board / Individual Directors including the Chairman of the Board of Directors for the financial year ended March 31, 2018. The key objectives of conducting the Board Evaluation were to ensure that the Board and various Committees of the Board have appropriate composition of Directors and they have been functioning collectively to achieve common business goals of your Company. Similarly, the key objective of conducting performance evaluation of the Directors through individual assessment and peer assessmentwas to ascertain if the Directors actively participate in Board Meetings and contribute to achieve the common business goal of the Company.

The Directors carry out the aforesaid Performance Evaluation in a confidential manner and provided their feedback. Duly completed feedback were sent to the Chairman of the Board and the Chairman/Chairperson of the respective Committees of the Board for their consideration. The Performance Evaluation feedback of the Chairman was sent to the Chairperson of the Nomination and Remuneration Committee.

The Nomination and Remuneration Committee forwarded their recommendation based on such Performance Evaluation to the Board of Directors. All the criteria of Evaluation as envisaged in the SEBI Circularon ‘Guidance Note on Board Evaluation’had been adhered to by your Company.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In order to encourage active participation from the Independent Directors and also to enable them to understand the business environment of the Company, a Familiarization Programme for the Independent Directors has been adopted and implemen ted.

Once appointed, the Independent Directors undergo Familiarization Programme of the Company to familiarize them about their roles, rights and responsibilities in the Company, nature of the Industry in which the Company operates. Necessary information and supportive documents in respect of the Company, the regulatory environment under which the Company operates and Annual Reports of pastfinancial years are provided to the Independent Directors. The Independent Directors visit the Office of the Company and hold one-on-one discussions with key Functional Heads of the Company to understand various functions which are critical to the business performance of the Company. The Independent Directors are also provided with financial results, internal audit findings, and other specific documents as sought for from time to time. The Independent Directors are also made aware of all Policies and Code of Conduct and Business Ethics adopted by the Board.

The details of the familiarization programme is available on the website of the Company www.thinkinkstudio.in.

THE BOARD OF DIRECTORS

a) Composition and category of Directors

Your Company’s Board is duly constituted and is in compliance with the requirements of the Companies Act, 2013, the Listing Regulations and provisions of the Articles of Association of the Company. Your Board has been constituted with requisite diversity, wisdom and experience commensurate to the scale of operations of your Company. The Company has a judicious combination of Executive and Non-Executive Directors. As on March 31,2018. The Board has an appropriate mix of knowledge, wisdom and varied industry experience to guide the Company in achieving its objectives in a sustainable manner. The Board comprised of Four (4) Directors out of which One (1) is Executive Director, One (1) is Chairman and Two (2) are Independent Directors. The Chairman of the Board is Executive Director.

The details of each member of the Board along with the number of Directorship/Committee Membership are given below:

Name	Category of Director	Directorship in other Public Limited Companies	No. of Board Committees in which Chairman/ Member,
			Chairman	Member
Mr. Rajesh Sharma	Managing Director/Chairman	-	-	-
Mr. Abhishek Awasthi	Independent Director	-	-	-
Ms. Vividha Kirti	Independent Director	-	-	-
Mr. Raj Saluja	Executive Director	-	-	-

Notes:

1. Directorships exclude Private Limited Companies, Foreign Companies and Section 8 Companies.

2. Chairmanship/Membership of Committee only includes Audit Committee and Stakeholder Relationship Committee in other Public Limited Company. Members of the Board of the Company do not have membership of more than ten Board-level Committees or Chairman of more than five such Committees.

3. None of the Directors are inter-se related with each other.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and decide on business strategies/policies and review the financial performance of the Company. The notice and detailed agenda along with the relevant notes and other material information are sent in advance separately to each Director and in exceptional cases tabled at the Meeting with the approval of the Board. This ensures timely and informed decisions by the Board. The Board reviews the performance of the Company vis-a-vis the budgets/targets. The necessary quorum was present for all the meetings.

In the Financial Year 2017-2018, the Board met Seven (7) times. The details of Board Meetings held during the year are listed below. The interval between two Meetings was well within the maximum period mentioned under Section 173 of the Companies Act, 2013 and as per Regulation 17(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

SI. No	Date of Board Meeting	Total strength of the Board	No. of director present
1.	May 30, 2017	4	4
2.	August 28, 2017	4	4
3.	December 07, 2017	4	4
4.	December 14, 2017	4	4
5.	February 12, 2018	4	4
6.	February 20, 2018	4	4
7.	March 26, 2018	4	4

Attendance at aforesaid Board Meetings, at last Annual General Meeting of each of the Directors as on March 31,2018 is given below:

Name of the Director	Category of Directorship	Attendance at the Board Meeting(s)		Attendance at last AGM
		Held	Attended
Mr. Rajesh Sharma	Managing Director	7	7	Yes
Mr. Abhishek Awasthi	Independent Director	7	7	Yes
Ms. Vividha Kirti	Independent Director	7	7	Yes
Mr. Raj Saluja	Executive Director	7	7	Yes

MEETING OF INDEPENDENT DIRECTOR

In compliance with the requirements of Schedule IV to the Companies Act, 2013 read with Regulation 25 of the Listing Regulations, a separate meeting of the Independent Directors was held on March 05,2018, where all the Independent Directors were present. The Independent Directors discussed inter alia, to:

- Evaluate performance of Non-Independent Directors and the Board of Directors as a whole;

- Evaluate performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors;

- Evaluation of the quality, contentand timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

APPOINTMENT AND TENURE OF DIRECTORS

The Directors of the Company are appointed by the Members at the General Meetings. Generally, the Managing Director and Whole-time Directors (Executive Directors) are appointed for a period of five years. Other than Managing Director and Independent Directors, not less than two-thirds of the total number of Directors are liable to retire by rotation, out of which one-third shall retire at every AGM and if eligible, may seekapprovalfrom the Members for their re-appointment.

In terms of the provisions of Section 149 of the Companies Act, 2013 and Rules framed thereunder, the Independent Directors of the Company were appointed for a period of five years by the Members of the Company atthe General Meetings.

A formal letter of appointment setting out the terms and conditions of appointment, roles and functions, responsibilities, duties, fees and remuneration, liabilities, resignation / removal, etc., as specified under Schedule IV to the Companies Act, 2013 has been issued to each of the Independent Directors subsequent to obtaining approval of the Members to their respective appointments. The terms and conditions of such appointment of the Independent Directors are also made available on the website of the Company at www.thinkinkstudio.in.

In compliance with Regulation 36(3) of the Listing Regulations read with the Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI), the required information about the Directors proposed to be appointed / re-appointed will be provided in the Notice calling Annual General Meeting.

COMMITTEES OF THE BOARD

The Company has constituted/re-constituted various Board level committees in accordance with the requirements of Companies Act, 2013. Details of all the above Committees along with the composition and meetings held during the year under review are provided below.

AUDIT COMMITTEE

The Board of Directors of the Company has constituted an Audit Committee of the Board in terms of the requirements of Section 177 of the Companies Act, 2013 and Rules framed thereunder read with Regulation 18 of the Listing Regulations. The Audit Committee of the Company meets every quarter and inter alia, to review thefinancial results for the half yearly/yearly ended before the same are approved at Board Meetings, pursuant to Regulation 33 of the Listing Regulations. The Audit Committee may also meet from time to time, ifrequired.

Audit Committee of the Board of Directors (“the Audit Committee”) is entrusted with the responsibility to supervise the Company’s internal controls and financial reporting process. The composition, quorum, powers, role and scope are in accordance with Section 177 of the Companies Act, 2013 and the provisions of Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. All members of the Audit Committee are financially literate and bring in expertise in the fields of Finance, Taxation, Accounts, etc. It functions in accordance with its terms of reference that defines its authority, responsibility and reporting function.

Composition of the Committee, Meetings and Attendance

The Audit Committee consists of two Independent Directors and one Executive Director. Mr. Abhishek Awasthi, Independent Director is the Chairman of the Audit Committee. The Company Secretary acts as the Secretary to the Committee.

The Audit Committee met Four times during the Financial Year 2017-18. The maximum gap between two Meetings was not more than 120 days. The Committee met on May30,2017,August28,2017, December 12,2017 & February20,2018. The requisite quorum was present at all the meetings. The Chairman of the Audit Committee was present at the Annual General Meeting of the Company.

The Table below provides the attendance of the Audit Committee members.

Name	Category	Designation	Meeting(s)
			Held	Attended
Mr. Abhishek Awasthi	Independent Director	Chairman	4	4
Ms. Vividha Kirti	Independent Director	Member	4	4
Mr. Rajesh Sharma	Managing Director	Member	4	4

The Audit Committee has been vested, inter-alia, with the following powers:

1. To investigate any activity within its terms of reference

2. To seek information from any employee

3. To obtain outside legal or other professional advice

4. To secure attendance of outsiders with relevant expertise, if it considers necessary.

Terms ofReference

The Audit Committee reviews the Reports of the Internal Auditor and the Statutory Auditors periodically and discuss their findings. The role of the Audit Committee is as follows:

a. Oversight of the Company’s financial reporting process and the disclosure of its information to ensure that thefinancial statements are correct, sufficient and credible;

b. Recommending to the Board, the appointment, reappointment and, if required, the replacement or removal of the statutory auditors, fixing ofauditfees.

c. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

d. Reviewing, with the management, the annualfinancial statements before submission to the Board for approval, with particular reference to:

- Matters required to be included in the Directors’ Responsibility Statement to be included in the Board’s Report as per Section 134(3)(c) of the Companies Act, 2013;

- Changes, if any, in the accounting policies and practices and the reasons for the same.

- Major accounting entries involving estimates based on the exercise ofjudgmentby management.

- Significant adjustments made in thefinancial statements arising out of audit findings;

- Compliance with the Listing Regulations and other legal requirements relating to financial statements;

- Disclosure of any related party transactions; and

- Qualifications in the draft audit report, if any.

e. Reviewing, with the management, the financial statements before submission to the board for approval.

f. Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

g. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.

h. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing, and seniority of the official heading the department, reporting structure coverage andfrequency of internal audit.

i. Discussion with the internal auditors any significant findings and follow-up thereon;

j. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

k. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

I. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

m. To review thefunctioning of the Whistle Blower mechanism, in case if the same is existing.

n. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging thatfunction) after assessing the qualifications, experience & background, etc. of the candidate.

o. Carrying out any other function as mentioned in the terms of reference of the Audit Committee, p. Mandatorily reviews the following information:

- Management discussion and analysis of financial condition and results of operations;

- Statement of significant related party transactions (as defined by the audit committee), submitted by management;

- Managementletters/letters of internal control weaknesses issued by the statutory auditors;

- Internal audit reports relating to internal control weaknesses; and

- The appointment, removal and terms of remuneration of the Chiefinternal auditor shall be subject to review by the Audit Committee.

q. Review the Financial Statements of its Subsidiary Company, if any.

r. Review the composition of the Board of Directors of its Subsidiary Company, if any.

s. Review the use/application of funds raised through an issue (public issues, right issues, preferential issues etc.) on a half yearly basis as a part of the half yearly declaration of financial results. Further, review on annual basis statements prepared by the Company forfunds utilized for purposes other than those stated in the offer document.

t. In addition, to carry out such other functions/powers as may be delegated by the Board to the Committee from time to time.

In addition, the Audit Committee also reviews the following:

- Management Discussion and Analysis of financial condition and results and operations;

- Statement of Related Party Transactions;

- Managementletters/letters of internal control weaknesses; and

- The appointment, removal and terms of remuneration of Internal Auditor.

NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors of the Company has constituted a Nomination and Remuneration Committee of the Board in terms of the requirements of Section 178 of the Companies Act, 2013 and Rulesframed thereunder read with Regulation 19 of the Listing Regulations.

Meeting and Attendance

The Committee met once during the financial year 2017-18 on November 27,2017. The requisite quorum was present at the Meeting. TheChairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the Company. The table below provides the attendance of the Nomination & Remuneration Committee.

Name	Category	Designation	Meeting(s)
			Held	Attended
Mr. Abhishek Awasthi	Independent Director	Chairman	1	1
Ms. Vividha Kirti	Independent Director	Member	1	1
Mr. Rajesh Sharma	Managing Director	Member	1	1

Terms ofReference

The Nomination and Remuneration Committee is empowered with the following terms of reference and responsibilities in accordance with the provisions of law and the Nomination and Remuneration Policy:

-The committee recommends to the board the compensation terms of the executive directors.

- The committee to carry out evolution of every director’s performance and recommend to the board his/her appointment and removal based on the performance.

- The committee to identify persons who may be appointed in senior management in accordance with the criteria laid down.

- Framing and implementing on behalf of the Board and on behalf of the shareholders, a credible and transparent policy on remuneration of executive directors including ESOP, Pension Rights and any compensation payment.

- Considering approving and recommending to the Board the changes in designation and increase in salary of the executive directors.

- Ensuring the remuneration policy is good enough to attract, retain and motivate directors.

- Bringing about objectivity in deeming the remuneration package while striking a balance between the interestofthe Company and the shareholders.

Remuneration Policy

The success of the organization in achieving good performance and good governing practices depends on its ability to attract and retain individual with requisite knowledge and excellence as executive and nonexecutive directors. The Nomination and Remuneration Policy of the Company is annexed herewith as [Annexure- C] to this Report.

Details of Remuneration to all Directors

The details ofremuneration paid to the Directors for the year ended March 31,2018 are as under:

Name	Designation	Salary	Perquisites	Sitting Fees	Total
Mr. Raj Saluja	Director	6,94,446	-	-	6,94,446
Mr. Abhishek Awasthi	Independent Director	-	-	-	-
Ms. Vividha Kirti	Independent Director	-	-	-	-
Mr. Rajesh Sharma	Managing Director	5,00,000	-	-	5,00,000

Disclosure pursuant to Part-II, Section-II, 3^rd Provision, Point No-IV of Schedule-V under Section 196 and 197 of all the Directors

- All elements of remuneration package such as salary, benefits, bonuses, stock options, pension etc of all the Directors- As stated above

- Details of fixed component and performance linked incentives along with performance criteria- Nil

- Service Contracts, notice period, severance fees- Not Applicable

- Stock options details, if any and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable- Not Applicable

STAKEHOLDER RELATIONSHIP COMMITTEE Composition

The composition of the Stakeholder Relationship Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Meeting & Attendance

The Committee met Four (4) times during the financial year2017-2018 on May 30,2017; August, 28,2017; December 14,2017 and February20,2018. The constitution of the Stakeholders Relationship Committee of the Board of Directors of your Company along with the details of the meetings held and attended by the members of the Committee during thefinancial year 2017-18 is detailed below:

Name	Category	Designation	Meeting(s)
			Held	Attended
Ms. Vividha Kirti	Independent Director	Chairman	4	4
Mr. Abhishek Awasthi	Independent Director	Member	4	4
Mr. Raj Saluja	Director	Member	4	4

The Board has clearly defined the terms of reference for this committee. The Committee looks into the matters of Shareholders/Investors grievances along with other matters or any other duties that may be delegated to the Committee by the Board of Directors from time to time.

The Secretarial Department of the Company and the Registrar and Share Transfer Agent, M/s Skyline Financial Services Private Limited attend to all grievances of the shareholders received directly or via any other authority. The Minutes of the Stakeholders Relationship Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings.

Continuous efforts are made to ensure that grievances are more expeditiously redressed to the complete satisfaction of the Investors. Shareholders are requested to furnish their updated telephone numbers and email addresses tofacilitate prompt action.

In compliance with the requirements of the SEBI Circular No. CIR/OIAE/2/2011 dated June 3, 2011, the Company has obtained exclusive User Id and Password for processing the investor complaints in a centralized web-based SEBI Complaints Redress System - ‘SCORES’. This enables the investors to view online

It is confirmed that there was no request for registration of share transfers / transmissions lying pending as on March 31, 2018 and that all requests for issue of new certificates, sub-division or consolidation of shareholdings, etc., received upto March 31,2018 have since been processed. The Company has an efficient system in place to record and process all requests for dematerialization and re-materialization of shares of the Company through National Securities Depository Limited (NSDL) / Central Depository Services (India) Limited (CDSL).

WHISTLE BLOWER POLICY/VIGIL MECHANISM

In terms of provisions of Section 177 of the Companies Act, 2013 and Rules framed thereunder read with Regulation 22 of the Listing Regulations, your Company has a vigil mechanism in place for the Directors and Employees of the Company through which genuine concerns regarding various issues relating to inappropriate functioning of the organization can be communicated. For this purpose, your Board adopted a Whistle Blower Policy which has been uploaded on the website of the Company at www.thinkinkstudio.in.

POLICYON PREVENTION OFSEXUAL HARASSMENT OFWOMEN AT WORKPLACE

The Company as an organization is committed to provide a healthy environment to all employees and thus does not tolerate any discrimination and/or harassmen t in any form. The Company has in place a Preven tion of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at work place (Prevention, Prohibition andRedressal) Act, 2013.

Your Company has adopted a Policy under the Sexual Harassmen t of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Your Company is committed to provide a safe and secure environment to its women employees across its functions and other women stakeholders, as they are considered as integral and important part of the Organization.

No complaints were received during thefinancialyear2017-2018.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any Loans, Guarantees or Investments or provided security in terms of Section 186 of the Companies Act, 2013 during the year under review.

RELATED PARTY TRANSACTIONS

During the financialyear ended March 31,2018, all transactions with the Related Parties as defined under the Companies Act, 2013 read with Rules framed thereunder were in the ‘ordinary course of business’and ‘at arm’s length’ basis. Your Company does not have a ‘Material Subsidiary’ as defined under Regulation 16(l)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [‘Listing Regulations’]. Your Board shall formulate a Policy to determine Material Subsidiary as and when considered appropriate in the future.

During the year under review, your Company did not enter into any Related Party Transactions which require prior approval of the Members. All Related Party Transactions of your Company had prior approval of the Audit Committee and the Board of Directors, as required under the Listing Regulations. Subsequently, the Audit Committee and the Board have reviewed the Related Party Transactions on a quarterly basis.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES:

A statement containing the details of the Remuneration of Directors, Key Managerial Personnel (KMP) and Employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as [Annexure-D] to this Report.

The Company have no employee drawing a remuneration ofRs. 60,00,000/- (Rupees Sixty Lakhs) per annum or part thereof in terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014.

CORPORATE GOVERNANCE

The Company being listed on the Small and Medium Enterprise platform is exempted from provisions of corporate governance as per Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence no corporate governance report is disclosed in this Annual Report. It is pertinent to mention that the Company follows majority of the provisions of the Corporate Governance voluntarily.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company, as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as [Annexure-E] to this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

DIRECTORS RESPONSIBILITY STATEMENT

Pursuantto Section 134(5) of the Companies Act, 2013 (including any statutory modification(s) or reenactments) for the time being in force), the Directors of your Company confirm that:

- In the preparation of the Annual Accounts for the financial year ended March 31,2018, the applicable Accounting Standards and Schedule III of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), have been followed and there are no material departures from the same;

- The Directors have 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 as at March 31,2018 and of the profit & loss of the Company for the Financial Year March 31, 2018;

- The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s)forthe time being inforce) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- The annual accounts have been prepared on a ‘going concern ‘basis;

- Proper internal financial controls laid down by the Directors were followed by your Company and that such internal financial controls are adequate and operating effectively; and

- Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

The Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, co-operation and dedication during theyear.

The Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

For and on behalf of the Board

Rajesh Sharma Raj Saluja

Place: Mumbai Managing Director Director

Date: May 30,2018 DIN: 07610210 DIN: 07111214

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Mar 31, 2016

TO THE MEMBERS OF OYEEEE MEDIA LIMITED

The Directors hereby present their Eighth Annual Report on the business and operations of the Company and the financial statements for the year ended 31^st March, 2016.

FINANCIAL HIGHLIGHTS/PERFORMANCE OF THE COMPANY

(Rs. in Lakhs)

Particulars	Year ended 31st March, 2016	Year ended 31st March, 2015
Total Income	1439.75	101.40
Total Expenditure	1389.04	61.29
Profit before Tax	50.72	40.11
Tax Expense	16.44	12.39
Profit for the period	34.28	27.72
Brought forward from previous year	28.75	1.03
Surplus carried to Balance Sheet	63.03	28.75

COMPANY PERFORMANCE

The Company’s revenue during the year is Rs. 1439.75 Lakhs, as compared to Rs. 101.40 Lakhs in the previous year. The Company’s profit before tax is Rs. 50.72 Lakhs during the year, as compared to Rs. 40.11 Lakhs in the previous year. The Company earned a net profit of Rs. 34.28 Lakhs, as against a net profit of Rs. 27.72 Lakhs in the previous year.

DIVIDEND

In order to maintain a healthy capital adequacy ratio to support long term growth of Company, Directors has not recommended any Dividend for the Financial Year 2015-16.

SHIFTING OF REGISTERED OFFICE

In order to meet the space requirement and keeping in view the expanded business operations, the registered office of the Company was shifted from A-201, 2nd Floor, Crystal Plaza, New Link Road, Oshiwara Village, Andheri West Mumbai- 400053 to Office No 807, 8th Floor, Lotus Trade Center, New Link Road, Opp Star Bazar Andheri(West), Mumbai-400053, Maharashtra with effect from 18^th December 2015.

INITIAL PUBLIC OFFER

The Company came out with the Initial Public Offer (Issue) to meet the business needs of the Company. The Issue of the Company was closed on 19^th August, 2015 which received an overwhelming response from retail as well as non-retail investors. The Issue was duly subscribed and the allotment was finalized in consultation with the Bombay Stock Exchange Limited. The Company allotted fully paid up 39,75,000 Equity Shares of Rs. 10/- each at Rs. 40/- each, including a premium Rs. 30/- per share. The Equity Shares of the Company were listed and admitted to dealings on the Small and Medium Enterprise Platform of Bombay Stock Exchange Limited with effect from 02^nd September 2015.

CAPITAL STRUCTURE OF THE COMPANY

Subsequent to the aforesaid corporate actions, the authorized share capital of the Company as on date is Rs 18,00,00,000/- (Rupees Eighteen Crores) divided into 1,80,00,000 Equity Shares of Rs. 10/- each and the issued, subscribed and paid-up capital of the Company is Rs. 14,81,40,000/- (Rupees Fourteen Crores Eighty One Lakhs Forty Thousand) divided into 1,48,14,000 Equity Shares of Rs. 10/- each.

USE OF PROCEEDS

The proceeds from the Issue of the Company have been utilized / are in process of utilization for the purpose for which they were raised and there is no deviation in the utilization of proceeds.

TRANSFER TO RESERVES

The Company has not transferred any amount out of the profit earned to reserve account during the year under review. The entire profit earned during the year under review is proposed to be retained in the Statement of Profit and Loss.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial year relate and the date of this report.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

ADEQUACY OF INTERNAL CONTROLS

The Company’s Internal Control Systems are commensurate with the nature, size and complexity of its business and ensure proper safeguarding of assets, maintaining proper accounting record and providing reliable financial information.

The Directors have laid down internal financial controls to be followed by the Company and such policies and procedures have been adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting record and the timely preparation of reliable financial information.

An external independent firm carries out the internal audit of the Company operations and reports its findings to the Audit Committee on a regular basis. Internal Risk and Control function also evaluates organizational risk along with controls required for mitigating those risks. Internal Audit provides assurance on functioning and quality of internal controls along with adequacy and effectiveness through periodic reporting.

The Company has a Code of Business Conduct for all employees and a clearly articulated and internalized delegation of financial authority. These authority levels are periodically reviewed by management and modifications, if any, are submitted to the Audit Committee and Board for approval. The Company also takes prompt action on any violations of the Code of Business Conduct by its employees.

The Audit Committee reviews the effectiveness of the internal control system and also invites senior management personnel to provide updates on operating effectiveness and controls from time to time. A CEO/CFO Certificate signed by the Chief Financial Officer of the Company confirms the existence and effectiveness of internal controls and reiterates their responsibilities to report deficiencies to the Audit Committee. The Audit Committee also reviews the Risk management framework periodically and ensures it is updated and relevant.

During the year under review, the Internal Financial Control Audit was carried out by the Statutory Auditors, the Report of which is forming part of this Annual Report.

DEPOSITS

During the year under review, the Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

STATUTORY AUDITORS

M/s Agarwal & Mangal, Chartered Accountants, (Firm Registration No- 100061W) Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting of the Company, and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark or disclaimer.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Ms. Kavita Raju Joshi, Practicing Company Secretary to undertake the Secretarial Audit of the Company for a consecutive term of three financial years starting from 2015-16 to 2017-18. The Secretarial Audit Report is given as “Annexure-A” forming part of this Report.

DETAILS OF SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any subsidiary/joint ventures/associate companies.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 and the same is annexed as “Annexure-B” to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO a) Particulars of Conservation of Energy, Technology Absorption

The Provisions of Section 134(m) of the Act relating to conservation of energy and technology absorption do not apply to this Company as the Company has not carried out any manufacturing activities.

b) Foreign Exchange Earnings and Outgo

During the year under review there was no foreign exchange outgo nor was any foreign exchange earned.

DIRECTORS AND KEY MANAGERIAL PERSONNEL a) Declaration by Independent Directors

All the Independent Directors have given a declaration that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 read with the rules made there under and as per SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. In the opinion of the Board, they fulfill the conditions of Independence as specified in the Act and the rules made there under.

b) Familiarization Programme

The Independent Directors are familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. On appointment, the Independent Director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. The Director is also informed in brief the various compliances required from him/her as a Director. The Director is also explained in detail the various compliances required from him/her as a Director under the various provisions of the Companies Act, 2013, SEBI (LODR) Regulations, 2015. The details of familiarization programme are available on the Company’s website under the weblink www.oyeeeemedia.com.

c) Non-Independent Director

In accordance with the provisions of Companies Act, 2013, Mr. Raj Saluja (DIN: 07111214), Managing Director of the Company, is liable to retire by rotation and being eligible, offers himself for re-appointment. The Board recommends his appointment with a view to avail his valuable advices and wise counsel.

A brief profile of the above Director seeking appointment/re-appointment required as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in the Notice forming part of the Annual Report.

d) Changes in Directorship during the year

During the year under review Mr. Nitin Kishore Boricha (DIN: 05245737) was appointed as Non-Executive (Independent) Director of the Company by the Board at their meeting held on 18^th December, 2015.

e) Key Managerial Personnel

Mr. Prasanjit Gupta (DIN: 07109349) was re-designated as Non-Executive NonIndependent Director from Whole Time Director with effect from 30^th June 2015.

Mr. Prasanjit Gupta (DIN: 07109349) resigned from the Directorship of the Company with effect from 18^th December, 2015. The Board places on record their appreciation for the valuable services rendered by Mr. Prasanjit Gupta (DIN: 07109349) during his tenure.

ANNUAL EVALUATION OF BOARD’S PERFORMANCE

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and the SEBI Listing Regulations, evaluation of all Board members is done on an annual basis. The evaluation is done by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors. Such performance evaluation process was formulated in consultation with the Nomination and Remuneration Committee and approved by the Board. The performance evaluation, thus, included the following:

a) Criteria for evaluation of Board of Directors as a Whole

- The frequency of meetings;

- The length of meetings;

- The number of committees and their roles;

- The flow of information to board members and between board members;

- The quality and quantity of information;

- The disclosure of information to the stakeholders.

b) Criteria for evaluation of the Individual Directors

- Ability to contribute and monitor corporate governance practices;

- Ability to contribute by introducing best practices to address top management issues;

- Participation in long term strategic planning;

- Commitment to the fulfillment of Director obligations and fiduciary responsibilities;

- Guiding strategy;

- Monitoring management performance and development;

- Statutory compliance & Corporate Governance;

- Attendance and contribution at Board/Committee meetings;

- Time spent by each of the member; and

- Core competencies.

The Directors expressed their satisfaction over the evaluation process and results thereof.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year ended 31^st March, 2016, Eleven Board Meetings were held on 16^th April 2015, 28^th April 2015, 05^th May 2015, 30^th May 2015, 30^th June 2015, 04^th August 2015, 28^th August 2015, 14^th November 2015, 18^th December 2015, 15^th February 2016 & 07^th March 2016. The maximum time gap between any two meetings was less than four months as stipulated under SEBI (LODR) Regulations, 2015.

Sl. No	Date of Board Meeting	Total strength of the Board	No. of directors present
1.	16.04.2015	4	4
2.	28.04.2015	4	4
3.	05.05.2015	4	4
4.	30.05.2015	4	4
5.	30.06.2015	4	4
6.	04.08.2015	4	4
7.	28.08.2015	4	4
8.	14.11.2015	4	4
9.	18.12.2015	5	5
10.	15.02.2016	4	4
11.	07.03.2016	4	3

The maximum time gap between any two meetings was less than four months as stipulated under Clause 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Attendance at aforesaid Board Meetings, at the last Annual General Meeting and the number of Directorships and Committee Chairmanship/Memberships in other Companies of each of the Directors as on 31^st March, 2016 are below:

Name of Director	Board Meeting attended during the year	Attendance at the last AGM	Number of Directorships and Committee Membership/Chairmanship as on 31st March, 2016
			Other Directorship #	Committee Membership ##	Committee Chairman ship
Mr. Raj Saluja	10	Yes	-	1	-
Mr. Abhishek Awasthi	11	Ye s	-	1	1
Ms. Vividha Kirti	11	Ye s		1	1
Mr. Nitin Kishore Boricha	3	No	-	1	-

# Excluding Private Limited Companies and Companies under section 8 of the Companies Act, 2013.

## Includes only membership of Audit Committee and Stakeholders Relationship/Grievance Committee as per SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015.

None of the Directors on the Board is a Member of more than 10 Board-level Committees or Chairman of more than 5 such Committees as specified in SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015, across all the Companies in which he/she is a Director.

None of the other Directors is acting as Independent Director in more than seven listed companies.

None of the Directors are related inter-se.

MEETINGS OF INDEPENDENT DIRECTOR

During the year under review, a separate meeting of Independent Directors was held on 07^th March 2016, wherein the performance of the non-independent directors and the Board as a whole was reviewed. The Independent Directors at their meeting also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board of Directors of the Company.

COMMITTEES OF THE BOARD

The Company has constituted/re-constituted various Board level committees in accordance with the requirements of Companies Act, 2013. Details of all the above Committees along with the composition and meetings held during the year under review are provided below.

AUDIT COMMITTEE Composition:

As on 31^st March, 2016, the Committee consists of 3 Directors, all endowed with years of experience in the field of operations, finance and accounts. The Committee comprises of:

Sl. No	Name	Category	Designation
1.	Mr. Abhishek Awasthi	Independent Director	Chairman
2.	Ms. Vividha Kirti	Independent Director	Member
3.	Mr. Nitin Kishore Boricha	Non-Executive Director	Member

The Chairman of the Audit Committee is an Independent Director and the Secretary of the Company acts as the Secretary to the Committee.

The Committee’s composition and its terms of reference meet the requirements of Section 177 of the Companies Act, 2013 and SEBI (listing Obligations and Disclosure Requirements) Regulations, 2015.

The Audit Committee is empowered, pursuant to its terms of reference inter-alia, to:

- Investigate any activity within its terms of reference

- Seek information from any employee

- Obtain outside legal or other professional advice

- Secure attendance of outsiders with relevant expertise, if it considers necessary

- Have full access to information contained in the records of the Company

The Audit Committee of the Company is entrusted with the responsibility to supervise the Company’s internal controls and financial reporting process and inter alia performs the following functions:

1. Overseeing the Company’s financial reporting process and the disclosure of its information to ensure that the financial statements are correct, sufficient and credible;

2. Recommending to the Board, the appointment, reappointment and, if required, the replacement or removal of the statutory auditor, fixing of audit fees and approving payments for any other service;

3. Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the Board for approval, with particular reference to:

- Matters required to be included in the Directors’ Responsibility Statement to be included in the Board’s Report as per Sec 134(3)(c) of the Companies Act, 2013;

- Changes, if any, in the accounting policies and practices and the reasons for the same.

- Major accounting entries involving estimates based on the exercise of judgment by management.

- Significant adjustments made in the financial statements arising out of audit findings;

- Compliance with the Listing Regulations and other legal requirements relating to financial statements;

- Disclosure of any related party transactions; and

- Qualifications in the draft audit report, if any.

4. Examination of financial statements and the Auditors’ report thereon.

5. Reviewing with the management quarterly, half-yearly, nine months and annual financial statements, before submission to the Board for approval;

6. Reviewing and monitoring the auditors’ independence and performance, and effectiveness of audit process.

7. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

8. Formulating in consultation with the Internal Auditor, the scope, functioning, periodicity and methodology for conducting the internal audit;

9. Discussion with the internal auditors on internal audit reports relating to internal control weaknesses and any other significant findings and follow-up thereon;

10. Evaluating the internal financial controls and risk management policies system of the Company;

11. Discussion with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

12. To review the functioning of the Whistle Blower Mechanism.

13. Any other matter referred to by the Board of Directors.

Meetings and Attendance during the year

The Audit Committee held Four (4) Meetings during the Financial Year 2015-16, the dates of the meeting being 15^th May 2015, 20^th August 2015, 14^th November 2015 & 29^th March 2016. The maximum gap between any two Meetings of the Audit Committee held during the year was not more than 120 days.

The attendance of the Members at the above Audit Committee meetings was as follows:

Name of the Member	No. of meetings held	No. of meetings attended
Mr. Abhishek Awasthi	4	4
Ms. Vividha Kirti	4	4
Mr. Prasanjit Gupta	4	3
Mr. Nitin Kishore Boricha	4	1

Notes:

1. Mr. Prasanjit Gupta (DIN: 07109349) resigned from the Directorship of the Company with effect from 18^th December, 2015.

2. Mr. Nitin Kishore Boricha (DIN: 05245737) was appointed as Non-Executive (Additional) Director of the Company with effect from 18^th December 2015.

NOMINATION AND REMUNERATION COMMITTEE

The role of the Nomination and Remuneration Committee is governed by its Charter and its composition is in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations.

Composition

As on 31^st March, 2016, the Committee comprises of:

Sl. No	Name	Category	Designation
1	Mr. Abhishek Awasthi	Independent Director	Chairman
2	Ms. Vividha Kirti	Independent Director	Member
3	Mr. Nitin Kishore Boricha	Non-Executive Director	Member

The composition and the terms of reference of the Committee meet with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provisions of Section 178 of the Companies Act, 2013 including rules framed there under.

Terms of reference of the Committee, inter alia, includes the following:

- Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal;

- Formulate a criteria for determining qualifications, positive attributes and independence of a director;

- Carry out the evaluation of every director’s performance and formulate criteria for evaluation of Independent Directors, Board/Committees of Board and review the term of appointment of Independent Directors on the basis of the report of performance evaluation of Independent Directors;

- Recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

- Devise a policy on Board Diversity;

- Undertake any other matters as the Board may decide from time to time.

Meetings and attendance during the year

During the financial year ended 31st March, 2016, one meeting of the Committee was held on 10^th December, 2015.

The attendance of the members of the above Committee was as follows:

Name of the Member	No. of meetings held	No. of meeting attended
Mr. Abhishek Awasthi	1	1
Ms. Vividha Kirti	1	1
Mr. Prasanjit Gupta	1	1
Mr. Nitin Kishore Boricha	1	-

Notes:

1. Mr. Prasanjit Gupta (DIN: 07109349) resigned from the Directorship of the Company with effect from 18^th December, 2015.

2. Mr. Nitin Kishore Boricha (DIN: 05245737) was appointed as Non-Executive (Additional) Director of the Company with effect from 18^th December 2015.

Remuneration Policy

The success of the organization in achieving good performance and good governing practices depends on its ability to attract and retain individual with requisite knowledge and excellence as executive and non-executive directors.

The Remuneration Policy of the Company is attached as “Annexure-C” to the Board’s Report. Details of Remuneration to all Directors:

The details of remuneration paid to the Directors for the year ended 31^st March, 2016 are as under:-

Name	Designation	Salary	Perquisites	Sitting Fees	Total
Raj Saluja	Managing Director	4,88,890	-	-	4,88,890
Abhishek Awasthi	Independent Director	-	-	-	-
Vividha Kirti	Independent Director	-	-	-	-
Prasanjit Gupta	Director	1,50,000	-	-	1,50,000
Nitin Kishore Boricha	Non-Executive Director	-	-	-	-

Notes:

1. Mr. Prasanjit Gupta (DIN: 07109349) resigned from the Directorship of the Company with effect from 18^th December, 2015.

2. Mr. Nitin Kishore Boricha (DIN: 05245737) was appointed as Non-Executive (Additional) Director of the Company with effect from 18^th December 2015.

Disclosure pursuant to Part-II, Section-II, 3^rd Provision, Point No-IV of Schedule-V under Section 196 and 197 of all the Directors

i. All elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc of all the Directors- As stated above

ii. Details of fixed component and performance linked incentives along with performance criteria- Nil

iii. Service Contracts, notice period, severance fees- Not Applicable

iv. Stock options details, if any and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable- Not Applicable

None of the Non-Executive Director of the Company holds shares of the Company as on 31st March, 2016.

Performance Evaluation of Board, its Committees and Directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance and that of its Committees and Individual Directors.

The performance of the Board and Individual Directors was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee members. The Nomination and Remuneration Committee reviewed the performance of the Individual Directors.

A separate meeting of Independent Directors was also held to review the performance of the Board, Non-Independent Directors and Chairman of the Company taking into account the views of Executive Directors and Non-Executive Directors.

The criteria for performance evaluation of the Board include aspects like Board composition and structure, effectiveness of Board processes, information and functioning, etc. The criteria for performance evaluation of committees of the Board include aspects like composition of committees, effectiveness of committee meetings, etc. The criteria for performance evaluation of the Individual Directors include aspects like contribution to the Board and Committee Meetings, professional conduct, roles and functions, etc. In addition, the performance of Chairman is also evaluated on the key aspects of his roles and responsibilities.

STAKEHOLDER RELATIONSHIP COMMITTEE

The composition of the Stakeholder Relationship Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the Listing Regulations.

The Committee met 2 (Two) times during the financial year 2015-16 on 10^th September 2015 & 01^st March 2016. The constitution of the Stakeholders Relationship Committee of the Board of Directors of the Company as on 31^st March, 2016 comprises of:

Sl No	Name	Category	Designation
1	Ms. Vividha Kirti	Independent Director	Chairman
2	Mr. Abhishek Awasthi	Independent Director	Member
3	Mr. Raj Saluja	Managing Director	Member

Meetings and Attendance during the year

The Committee held Two (2) Meetings during the Financial Year 2015-16, the dates of the meeting being 10^th September 2015 & 01^st March 2016.

The attendance of the Members at the above Committee meetings was as follows:

Name of the Member	No. of meetings held	No. of meetings attended
Ms. Vividha Kirti	2	2
Mr. Abhishek Awasthi	2	2
Mr. Raj Saluja	2	2

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Board has adopted a Whistle Blower Policy to maintain highest standards of professionalism, honesty, integrity, ethical behaviour and to provide a vigil mechanism for Directors/Employees to voice concern in a responsible and effective manner regarding unethical matters involving serious malpractice, abuse or wrongdoing within the organization. The Company affirms that during the year no personnel have been denied access to the Audit Committee. The Whistle Blower Policy is available on the Company’s official website: www.oyeeeemedia.com.

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company as an organization is committed to provide a healthy environment to all employees and thus does not tolerate any discrimination and/or harassment in any form. The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013.

No complaints were received during the financial year 2015-2016.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any Loans, Guarantees or Investments or provided security in terms of Section 186 of the Companies Act, 2013 during the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

A Related Party Policy has been devised by the Board of Directors for determining the materiality of transactions with related parties and dealings with them. The said policy may be referred to, at the Company’s official website www.oyeeeemedia.com.

There are no contracts or arrangements entered into by the Company during the year with Related Parties referred to in Section 188 (1) of the Companies Act, 2013. There are no materially significant related party transactions made by the Company with promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Directors draw attention of the members to Note No. 22 to the financial statement which set out related party disclosures.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES:

A statement containing the details of the Remuneration of Directors, Key Managerial Personnel (KMP) and Employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as “Annexure-D” forming part of this Report.

The Company have no employee drawing a remuneration of Rs. 60,00,000/- (Rupees Sixty Lakhs) per annum or part thereof in terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CORPORATE GOVERNANCE

The Company being listed on the Small and Medium Enterprise platform is exempted from provisions of corporate governance as per Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Hence no corporate governance report is disclosed in this Annual Report. It is pertinent to mention that the Company follows majority of the provisions of the corporate governance voluntarily.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis is given as “Annexure-E” forms an integral part of this report and gives details of the overall industry structure, economic developments, performance and state of affairs of the Company’s various businesses, internal controls and their adequacy, risk management systems and other material developments during the financial year 2015-16.

RISK AND MITIGATING STEPS

The Company has identified various risks faced by the Company from different areas. Appropriate structures are present so that risks are inherently monitored and controlled inter alia through strict quality assurance measures.

The Company has adequate internal control system and procedures to combat risks. The risk management procedure is reviewed by the Audit Committee and Board of Directors on regular basis as and when required.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Directors of the Company confirm that:

- in the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

- 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 as at 31^st March, 2016 and of the profit & loss of the Company for the Financial Year ended 31^st March, 2016;

- the Directors had taken proper and sufficient care for the maintenance of adequate accounting records for the year ended 31^st March, 2016, in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the directors had prepared the annual accounts on a ‘going concern’ basis;

- the internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating effectively during the year; and

- proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

The Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, co-operation and dedication during the year.

The Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

On behalf of the Board

Raj Saluja

Place: Mumbai Managing Director

Date: 30^th May, 2016 DIN: 07111214