Directors Report of TV Vision Ltd.

Mar 31, 2024

Your Directors are pleased to present the 17^th Annual Report together with the Audited (Standalone and Consolidated) Financial Statements of the Company for the Financial Year ended March 31,2024.

FINANCIAL HIGHLIGHTS: (INR in Lakhs except EPS)

		Standalone		Consolidated
	Particulars	Year ended March 31, 2024	Year ended March 31, 2023	Year ended March 31, 2024	Year ended March 31, 2023
1	Revenue from operations	5,836.16	7,126.92	5,836.16	7,126.92
2	Other income	22.64	4.36	81.24	22.72
3	Profit/(loss) before Depreciation & Amortization Expenses, Finance Cost	(581.54)	68.89	(579.04)	23.23
4	Less: Depreciation and Amortization Expenses	1,693.53	1,880.68	1,693.53	1,880.68
5	Less: Finance Cost	98.62	136.69	98.66	136.72
6	Profit/ (Loss) before Tax	(2,373.68)	(1,948.48)	(2,371.23)	(1,994.17)
7	Less: Tax Expenses Current Tax			0.95
	MAT Credit Entitlement	-	-	-	-
	Deferred Tax	-	-	-	-
	Short / Excess income tax of previous years	0.99	1.17	0.99	1.17
8	Profit/ (Loss) after tax	(2,374.67)	(1,949.65)	(2,373.16)	(1,995.34)
9	Add: Share of Profit/(Loss) in Associate	-	-	-	-
10	Other Comprehensive Income	(5.27)	(36.69)	(5.27)	(36.69)
11	Total Comprehensive Income for the period	(2,379.94)	(1,986.35)	(2,378.44)	(2,032.03)
12 Earnings per Share Basic		(6.13)	(5.31)	(6.13)	(5.43)
Diluted		(6.13)	(5.03)	(6.13)	(5.15)

The The Audited (Standalone & Consolidated) Financial Statements of the Company for the Financial Year ended March 31, 2024 have been prepared in accordance with the Indian Accounting Standards prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder, IND AS and other accounting principles generally accepted in India.

The comments of the Board of Directors (“the Board”) of the Company on the financial performance of the Company along with the state of Company affairs have been provided under the Management Discussion and Analysis Report which forms part of this Annual Report.

The previous year figures have been re-grouped/re-arranged/re-classified/reworked wherever necessary to confirm the current year accounting treatment.

REVIEW OF OPERATIONS & STATE OF COMPANY’S AFFAIRS:

The Company operates in a Single segment i.e. Broadcasting.

Despite difficult market conditions, the Company could generate Revenue from operations of INR 5,836.16 Lakhs as against INR 7,126.92/- Lakhs in the previous Financial Year on a standalone basis. However, there is a loss before tax of INR 2,373.68/-Lakhs as against a loss before tax of INR 1,948.48/- Lakhs in the previous Financial Year on a standalone basis. The Loss after tax is INR 2,374.67/- against a loss after tax of INR 1,949.65/- Lakhs of the previous Financial Year on a standalone basis.

During the Financial Year 2017-18, the Banks of the Company have declared the Company''s account as ''Non-Performing Assets''. Subsequently, the Company had submitted one-time settlement plan with the Banks which is under consideration. The Company regularly interacts with the Bank to consider the one-time settlement plan and the Board of Directors are taking steps to revive the performance of the Company.

The Business Developments and State of Company affairs have been provided under the Management Discussion & Analysis Report which is appended as “Annexure I” to this Report.

SHARE CAPITAL:

As on March 31,2024, the Authorized Share Capital of the Company stood at Rs.5,500 lakhs divided into 5,499 lakhs comprising of 549.9 lakhs Equity Shares of Rs.10/- each and Rs.1.00 lakh comprising of 0.1 lakh Preference Shares of Rs.10/- each.

During the financial year under review, there was a change in the paid-up capital of the Company. The Company had received an application from Sri Adhikari Brothers Assets Holding Private Limited, (warrant holder) for the conversion of 20,00,000 warrants of INR 10/- each of the Company into 20,00,000 Equity Shares of INR 10/- each of the Company, during the aforesaid period. Subsequently, the Company has allotted 20,00,000 (Twenty Lakhs) Equity Shares pursuant to the conversion of 20,00,000 (Twenty Lakhs) Warrants on July 06, 2023.

Consequent to the allotment of the Equity Shares pursuant to above mentioned conversion, the paid-up share capital of the Company stood increased to INR 3875.45 lakhs divided into 3,87,54,500 Equity Shares of INR 10/- each fully paid-up and INR 1.00 lakh comprising of 0.1 lakh 0.01% Non-Convertible Non-Cumulative Redeemable Preference Shares of INR 10/- each fully paid-up.

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

During the financial year under review, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

DIVIDEND:

In the event of losses, your directors do not recommend any dividend for the Financial Year 2023-24.

Further, there is no unpaid or unclaimed dividend pertaining to previous years to be transferred to Investor Education Protection Fund.

CHANGE IN THE NATURE OF BUSINESS:

During the financial year under review, there was no change in the nature of business.

TRANSFER TO RESERVES:

During the financial year under review, no amount was transferred to Reserves.

PUBLIC DEPOSITS:

During the financial year under review, the Company has not accepted any amount falling within the purview of provisions of Sections 73 and 76 of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The Board as on March 31,2024 comprises of 6 (Six) Directors out of which 4 (Four) are Independent Directors whereas 1 (One) is Executive Non-Independent Director and 1 (One) is Non-Executive Non-Independent Director. The composition of the Board of Directors is as follows:

Sr. No.	Name of the Director	Designation
1.	Mr. Markand Navnital Adhikari	Chairman & Managing Director
2.	Dr. Ganesh Prasad Raut	Independent Director
3.	Mr. Umakanth Bhyravajoshyulu	Independent Director
4.	Mr. Mariappanadar Soundara Pandian	Independent Director
5.	Mr. Pritesh Rajgor	Independent Director
6.	Mrs. Latasha Laxman Jadhav	Non-Executive Director

Pursuant to the provisions of Section 203 of the Act, the following continues to be the Key Managerial Personnel of the Company as on March 31,2024:

Sr. No.	Name	Designation
1	Mr. Markand Navnital Adhikari	Chairman & Managing Director
2	Mr. Santosh Thotam	Chief Financial Officer
3	Mrs. Shilpa Jain	Company Secretary & Compliance Officer

KeuremenT Dy roiaTion:

In accordance with the provisions of Section 152 of the Companies Act, 2013 Act read with the Companies (Management and Administration) Rules, 2014 and in accordance with the Articles of Association of the Company, Mr. Markand Adhikari (DIN: 00032016), Chairman & Managing Director of the Company, who is retiring by rotation at the ensuing Annual General Meeting (AGM), being eligible, offers himself for re-appointment. The Board recommends the re-appointment of Mr. Markand Adhikari as the Director of the Company.

As stipulated under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'') and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI), brief resume of the Director proposed to be re-appointed is given in the Notice forming part of this Annual Report.

Apart from the above, there was no change in composition of the Board of Directors of the Company during the financial year under review.

Declaration from Independent Directors:

The Company has received declarations from all Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and under Regulation 16(1)(b) of Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014 as per the Ministry of Corporate Affairs Notification dated October 22, 2019.

Remuneration to Non-Executive Directors:

During the financial year under review, Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committees of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3) (C) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. 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 at the end of the Financial Year and of the loss of the Company for that period;

c. the directors have 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 have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:

Pursuant to the applicable provisions of the Act read with Schedule IV of the Act and the Listing Regulations, the Board of Directors has put in place a process to formally evaluate the effectiveness of the Board along with performance evaluation of each Director to be carried out on an annual basis. The criteria devised for the performance evaluation of each Director consist of maintaining confidentiality, maintaining transparency, participation in company meetings, monitoring compliances, sharing the knowledge and experience for the benefit of the Company.

The Independent Directors met on February 24, 2024 without the presence of other directors or members of the Management. In the meeting, they reviewed the performance of Non-Independent Directors, the Board as a whole and the Chairman. They assessed the quality, quantity and timeliness of the flow of information between the Company Management and the Board. The Independent Directors expressed satisfaction with the performance and effectiveness of the Board, individual NonIndependent Directors and the Chairman.

During the financial year under review, the Nomination & Remuneration Committee reviewed the performance of all the executive and non-executive directors.

A formal performance evaluation was also carried out at the meeting of the Board of Directors held on May 24, 2024 where the Board made an annual evaluation of its own performance, the performance of Directors individually as well as the evaluation of the working of its various Committees for the Financial Year 2023-24 on the basis of a structured questionnaire on performance criteria. The Board expressed its satisfaction with the evaluation process.

MEETINGS OF THE BOARD OF DIRECTORS:

The Board met on various occasions to discuss and decide on affairs, operations of the Company and to supervise and control the activities of the Company. During the financial year under review, the Board met 5 (Five) times. The details of the composition of the Board, Meetings and the attendance of the Directors at the meetings are provided in the Report on Corporate Governance, forming part of this Report.

COMMITTEES OF THE BOARD:

In compliance with the requirements of the relevant provisions of applicable laws and statutes, as on March 31, 2024 the Company had 3 (Three) committees of the Board viz.:

• Audit Committee;

• Nomination & Remuneration Committee; and

• Stakeholders'' Relationship Committee

The details of the Committees along with their composition, number of meetings held and attendance of the members are provided in the Corporate Governance Report, forming part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

During the Financial Year under review, the Provisions relating to Corporate Social Responsibility under Section 135 of the Companies Act 2013 were not applicable to the Company.

AUDIT COMMITTEE AND ITS COMPOSITION:

The Audit Committee is duly constituted as per the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. The Composition of the Audit Committee and its terms of reference, the number of meetings held and attended is given in the Report on Corporate Governance which is annexed to this Report.

The Audit Committee of the Company reviews the reports to be submitted to the Board of Directors with respect to auditing and accounting matters. It also supervises the Company''s internal control and financial reporting process. All the recommendations made by the Audit Committee were accepted and approved by the Board.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

Pursuant to the provisions of Section 178 of the Act read with the Rules made thereunder, Regulation 19 of the Listing Regulations and on the recommendation of the Nomination & Remuneration Committee, the Company has in place, a Policy on “Criteria for appointment of Directors, Key Managerial Personnel, Senior Management Employees and their remuneration”. The salient features of the said Policy are stated in the Report on Corporate Governance which forms part of this Annual Report. There has been no change in the aforesaid policy during the financial year under review. The Policy is available on the website of the Company and can be accessed at https://www.twision.in/pdf-2022/Nomination%20and%20Remuneration%20Policv TVVL. pdf.

RISK MANAGEMENT:

The Company has devised and adopted a Risk Management Policy and implemented a mechanism for risk assessment and management. The policy is devised to identify the possible risks associated with the business of the Company, assessment of the same at regular intervals and taking appropriate measures and controls to manage, mitigate and handle them. The key categories of risk covered in the policy are Strategic Risks, Financial Risks, Operational Risks and such other risks that may potentially affect the working of the Company.

The Board and the Audit Committee periodically reviews the risks associated with the Company and recommend steps to be taken to control and mitigate the same through a properly defined framework. The risk management policy adopted by the Company can be accessed on the Company''s website at https://www.1wision.in/pdf/Risk-Management-Policv.pdf.

WHISTLE BLOWER POLICY / VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy / Vigil Mechanism as per the provisions of Section 177 of the Act and Regulation 22 of the Listing Regulations. The Policy provides a mechanism for reporting of unethical behavior and fraud made to the Management. The mechanism provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The details of the Vigil Mechanism/ Whistle Blower Policy are explained in the Report on Corporate Governance and are also available on the website of the Company and can be accessed at https://www.twision.in/pdf-2024/Whistle-Blower-Policy.pdf.

We affirm that during the Financial Year 2023-24, no employee or Director was denied access to the Audit Committee.

ANNUAL RETURN:

The Annual Return of the Company for the Financial Year ended March 31, 2024 is available on the Company''s website at http://www.twision.in/annual-return.php.

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES:

The particulars of Loans, Investments, Guarantees and Securities made by the Company, in accordance with the provisions of Section 186 of the Act during the Financial Year 2023-24, has been furnished at the notes to accounts of the Financial Statements forming integral part of this Annual Report.

PARTICULARS OF THE EMPLOYEES AND REMUNERATION:

Pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of the ratio of remuneration of each Director to the median employee''s remuneration are appended to this report as “Annexure II - Part A”.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 is provided in this Report as “Annexure II - Part B” and forms a part of this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts or arrangements entered into by the Company with its related parties during the Financial Year were in accordance with the provisions of the Act and the Listing Regulations. All such contracts or arrangements have been approved by the Audit Committee, as applicable.

No material transactions were entered with the related parties during the Financial Year under review. Further, the prescribed details of related party transactions in Form AOC-2, in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is given in the “Annexure III” to this Report.

In accordance with the provisions of Regulation 23 of the Listing Regulations, the Company has formulated the Related Party Transactions Policy and the same is uploaded on the Company''s website at http://tvvision.in/pdf-2022/Policv%20on%20Related%20Pal^tv%20transaction TVVL.pdf.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:

The Company has 3 (Three) Subsidiary Companies and 1 (One) Associate Company as on March 31,2024. The details of the above-mentioned Companies have also been mentioned in the Report on Corporate Governance forming part of this Annual Report.

During the financial year under review, the Board of Directors have reviewed the affairs of the Subsidiaries and Associate Company. In accordance with Section 129(3) of the Act, the Company has prepared Consolidated Financial Statements of the Company, its subsidiaries and associate Company which forms part of this Annual Report. Further, a statement containing the salient features of the Financial Statements of the subsidiaries and associate Companies in the prescribed format Form AOC-1 is forming part of the Financial Statements. The statement also provides the details of performance, financial positions of the subsidiaries and associate Company.

The financial highlights of subsidiary/associate companies and their contribution to the overall performance of the Company for the year ended March 31,2024 is stated herewith:-

(Amount in Lakhs)

Name of Subsidiaries / Associates	Subsidiaries / Associates	Revenue from Operations (Current year)	Revenue from Operations (Previous year)	Profit/(Loss) before/after tax (Current year)	Profit/(Loss) before/after tax (Previous year)
UBJ Broadcasting Private Limited	Wholly owned subsidiary	Nil	Nil	2.54	(44.65)
HHP Broadcasting Services Private Limited	Wholly owned subsidiary	Nil	Nil	(0.52)	(0.58)
MPCR Broadcasting Service Private Limited	Wholly owned subsidiary	Nil	Nil	(0.52)	(0.45)
Krishna Showbiz Services Private Limited	Associate Company	Nil	Nil	Nil	Nil

In accordance with Section 136 of the Act, the Audited Financial Statements, including the Audited Consolidated Financial Statements and related documents of subsidiaries of the Company are available on the Company''s website at http://1wision.in/subsidiaries.php.

During the financial year under review, no Company ceased to be subsidiary or associate or joint venture. The Company does not have any joint venture companies as on March 31,2024.

STATUTORY AUDITORS AND AUDIT REPORT:

Statutory Auditors

M/s. P Parikh & Associates, Chartered Accountants (ICAI Firm No. 107564W), were appointed as the Statutory Auditors of the Company for a second consecutive tenure of 5 (five) years, to hold office from the conclusion of the 16th AGM held on September 25, 2023 till the conclusion of the 21st Annual General Meeting to be held in the year 2028.

The Company has received confirmation from the Statutory Auditors to the effect that their appointment is in accordance with the limits specified under the Act and the firm satisfies the criteria specified in Section 141 of the Act read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014.

The Board of Directors of the Company on the recommendation of the Audit Committee has re-appointed M/s. P Parikh & Associates, Chartered Accountants as the Statutory Auditors of the Company pursuant to Section 139 of the Act for a second term 5 (five) years to hold office from the conclusion of the ensuing AGM till the conclusion of 21st AGM of the Company to be held in the year 2028 pursuant to the approval by the Members at the ensuing AGM.

Further, during the Financial Year under review, the Auditor had not reported any fraud under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

Qualifications in Statutory Auditor’s Report

Following is the management''s reply to the qualifications raised by the Statutory Auditors in their report for the Financial Year under review.

(i) Due to defaults in re-payment of loans taken from the Banks, the Account of the Company has been classified as NonPerforming Asset by the banks in the previous financial years and the banks have not charged the interest I reversed the unpaid interest charged from the date the account has been classified as Non-Performing. No provision has been made in the books of accounts maintained by the Company for interest / penal interest, if any, on these term loans amounting to about INR 1,386.82 Lakhs (exact amount cannot be ascertained) for the year ending March 31, 2024, hence to that extent, finance cost, total loss and current financial liabilities is estimated to be understated by about INR 1,386.82 Lakhs (exact amount cannot be ascertained) for the year ending March 31,2024.

Further, no provision for interest / penal interest, if any, on such term loans has been made in books of accounts, from the date the account of the Company has been classified as Non-Performing in the books of those banks. Also, such loan outstanding balances as per books of accounts are subject to confirmation I reconciliation with the balance as per banks as on March 31,2024. Further, bank balances totaling to INR 0.33 Lakhs are subject to confirmation / reconciliation as on March 31, 2024 due to the non-availability of bank statements / balance confirmation received from such banks, as represented to us by the Company.

The documents upon which the Company relies for the purpose of finalisation of accounts doesn''t indicate charge of any interest/ penal interest. Accordingly, no provision is made in the Profit and Loss account of the Company.

(ii) No provision for diminution in the value of the investment is made in the books of accounts as on March 31,2024 even though the fair value of the Investment of the Company of INR 300 Lakhs in Equity Shares of the Company''s Subsidiary Companies i.e. HHP Broadcasting Services Private Limited, MPCR Broadcasting Service Private Limited, UBJ Broadcasting Private Limited and INR 3,012 Lakhs in Company''s Associate Company i.e. Krishna Showbiz Services Private Limited, is lower than their cost of acquisition. The loss for the quarter and year ended March 31,2024 is understated and non-current investments of the Company as on March 31,2024 are overstated to that extent.

Management’s reply:

Though the present value of Investment of the Company of Rs. 3,00,00,000/- in Equity Shares of the Company''s Subsidiaries i.e. HHP Broadcasting Services Private Limited, MPCR Broadcasting Service Private Limited, UBJ Broadcasting Private Limited and Rs. 30,12,00,000/- in Company''s Associate i.e. Krishna Showbiz Services Private Limited, is lower than their cost of acquisition, management is of the opinion that keeping in view their long term business synergy and potential, no provision for diminution in value of investment is made as on March 31,2024.

(iii) The aggregate carrying value of Business and Commercial Rights in the books of the Company as on March 31,2024 is INR 4,192.23 Lakhs. There is no revenue generation from monetization of these assets during the quarter and the year ended March 31,2024 due to which the Company has incurred substantial losses during the quarter and year ended March 31,2024 and previous financial years. There is a strong indication of impairment in the value of these Business and Commercial Rights and therefore we are of the opinion that the impairment loss of INR 4,192.23 Lakhs should be provided on all such assets in the books of accounts of the Company as on March 31, 2024. The assets of the Company are overstated and net loss for the quarter and year ended March 31,2024 is understated to that extent.

Management’s reply:

The Management of the Company does not anticipate any impairment in the value of Intangible Business and Commercial Rights and related media assets as Management considers that Rights/assets can be commercially exploited in different ways to generate the revenue. Management is in continuous process of generating revenue from exploitation of rights in different ways. Management estimates that the decline in revenue in the recent past is temporary in nature which have the potential to get regularized in the near future. Management further estimates that the said assets, during their useful life, will be able to generate discounted cash flow at least equal to the present value of rights/assets in the books. The nature of assets is such that revenue generated from it is unevenly spread during the useful life of assets. The Company is in the process of forming a technical team of experienced persons to estimate the value in use.

(iv) The Company has not accounted the lease transactions as per requirements of the Indian Accounting Standard (IND AS-116) which is applicable from April 1,2020. The impact, if any, of such non-compliance of IND-AS 116 on the financials of the Company for the year ended March 31,2024 is unascertainable.

Management’s reply:

The impact of the adoption for IND-AS 116 in the Company''s financial statements is not material as the Company has not entered into a long term lease agreement with any lessor. However, the management will assess its impact in the next financial year and account for the same, if required, as per IND-AS 116.

(v) Inter-Company Related Party outstanding balance with Sri Adhikari Brothers Television Network Limited as on March 31, 2024 is subject to confirmation/ reconciliation. The impact, if any, due to non-reconciliation of Inter-Company accounts on the financial statements of the Company as on March 31,2024 is unascertainable.

Management’s reply:

The Company is in the process of reconciling the outstanding balance with Sri Adhikari Brothers Television Network Limited and the impact, if any, on the accounts of the Company will be provided in due course of time.

(vi) The Company has not provided for Interest expenses on late payment of Carriage Fees and other Operational Cost payable to various vendors whose balances are outstanding as on March 31,2024 which needs to be accounted as per the applicable Indian Accounting Standards as the same is payable to the vendors as per the agreements entered into with them. Further, the working for such interest expenses on late payment of such expenses has not been made by the Company, due to which the exact amount of provision for interest cannot be ascertained as on March 31, 2024. The financial liabilities of the Company and net loss for the quarter and year ended March 31,2024, due to non-accounting of provision for interest, are understated to that extent.

The Company is having strong relations with its vendors since decades and thus had arrived at an amicable settlement as and when needed and hence not been charged any interest on late payment made to the vendors.

SECRETARIAL AUDIT AND ANNUAL SECRETARIAL COMPLIANCE REPORT:

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Shweta Mundra & Associates, Practicing Company Secretaries, (COP: 15387) as the Secretarial Auditors to conduct the Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year 2023-24 is appended to this report as “Annexure IV”.

Pursuant to Circular No. CIR/ CFD/ CMD1/ 27/ 2019 dated February 08, 2019, issued by the Securities and Exchange Board of India, the Company has obtained the Annual Secretarial Compliance Report for the Financial Year 2023-24, from M/s. Shweta Mundra & Associates, Practicing Company Secretaries (COP: 15387) on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder and the copy of the same has been submitted to the Stock Exchanges within the prescribed timeline.

MAINTENANCE OF COST RECORDS:

Pursuant to the provisions of Section 148(1) of the Act, the Government has not prescribed maintenance of the cost records in respect of services dealt with by the Company. Hence, the prescribed section for maintenance of cost records or Cost Audit is not applicable to the Company during the financial year under review.

INTERNAL AUDITOR:

Pursuant to provisions of Section 138 read with rules made thereunder, M/s. Bhavesh Vora & Associates, Chartered Accountants, Mumbai, (FRN: 0113805W) was appointed as an Internal Auditors of the Company for the Financial Year 2023-24 to check the internal controls and functioning of the activities and recommend ways of improvement. However, M/s. Bhavesh Vora & Associates, Chartered Accountants has resigned as an Internal Auditor of the Company w.e.f August 11,2023.

Thereafter, M/s. N H S & Associates, Chartered Accountants, (FRN: 112429W) was appointed as an Internal Auditors of the Company on November 11,2023. The Company was not having an internal auditor from August 11,2023 to November 10, 2023.

Internal Audit is carried out on a quarterly basis, and the report is placed in the Meetings of the Audit Committee and the Board for their consideration and direction. Their scope of work is as decided by the Audit Committee and the Board of Directors.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company Policies, safeguarding of assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The Audit Committee in co-ordination with the Board evaluates the Internal Financial Control Systems and strives to maintain the appropriate Standards of Internal Financial Control. The management duly considers and takes appropriate actions on the recommendations made by the Internal Auditors, Statutory Auditors and the Audit Committee. The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis Report, which forms part of this Annual Report.

PREVENTION OF INSIDER TRADING:

Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”), as amended from time to time, the Company has formulated a Code of Conduct for Insiders (“Code of Conduct”) and the “Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information” (“Code of Fair Disclosure”) in lines with the provisions of PIT Regulations.

The aforementioned Codes can be accessed on the website of the Company at http://www.tvvision.in/desclosure.php.

Further, the Compliance Officer has received requisite disclosure from the Directors and Designated Persons in compliance with the Code from all the designated persons.

REPORT ON CORPORATE GOVERNANCE:

Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, the following are part of this Annual Report and are appended to this report:

a. Management Discussion & Analysis Report (Annexure I);

b. Report on Corporate Governance (Annexure V);

c. Declaration on Compliance with Code of Conduct;

d. Certificate from Practicing Company Secretary that none of the Directors on the board of the Company have been debarred or disqualified from being appointed or to act as director of the Company; and

e. Auditors'' Certificate regarding compliance of conditions of Corporate Governance.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

There was no order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have any bearing on the Company''s operations in future.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the Financial Year 2023-24 to which this financial statements relates and the date of this Annual Report.

INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at the workplace and therefore has adopted a “Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace” in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (''POSH Act'') and the Rules made thereunder. All the women employees either permanent, temporary or contractual are covered under the said policy. The said policy is updated internally to all the employees of the Company. An Internal Compliant Committee (ICC) has been set up in compliance with the provision of the said Act.

The details of the complaints'' in relation to the Sexual Harassment of Women at the Workplace filed/disposed/pending is given in the Report on Corporate Governance which is forming part of this Annual Report.

During the financial year under review, no complaints pertaining to sexual harassment was received by the Company. The Company has submitted the Annual Returns to the local authorities, as required under the above mentioned Act.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo for the year under review are as follows:

A. Conservation of Energy

a) Steps taken or impact on conservation of energy - The Operations of the Company are not much energy intensive. However, the Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b) Steps taken by the Company for utilizing alternate sources of energy - Though the activities undertaken by the Company are not much energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

c) The capital investment on energy conservation equipment - Nil.

B. Technology Absorption

a) The efforts made towards technology absorption - the minimum technology required for the business has been absorbed.

b) The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable.

c) In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year) - Not Applicable.

d) The expenditure incurred on Research and Development - Not Applicable.

C. Foreign Exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows and the Foreign Exchange outgo during the Financial Year in terms of actual outflows.

Particulars	March 31,2024	March 31,2023
Foreign Exchange Earnings	8.50	53.47
Foreign Exchange Outgo	-	-

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the ICSI and the Company has complied with all the applicable provisions of the same during the financial year under review.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

No application made and no such proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the Financial Year 2023-24.

DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

No such valuation has been done during the Financial Year 2023-24.

ACKNOWLEDGEMENT:

The Board of Directors express their gratitude for the valuable support and co-operation extended by various Government authorities and stakeholders'' including shareholders, banks, financial institutions, viewers, vendors and service providers.

The Board also place on record their deep appreciation towards the dedication and commitment of your Company''s employees at all levels and look forward to their continued support in the future as well.

The Directors appreciate and value the contribution made by every member of the TVVL family.

For and on behalf of the Board of Directors Markand Adhikari

^{Place: Mumbai} Chairman & Managing Director

Date: July 08, 2024 DIN: 00032016

---

Mar 31, 2015

To,

The Members,

TV Vision Limited

The Directors present the 8^th Annual Report together with the Audited Financial Statements of the Company for the financial year ended 31^st March, 2015.

FINANCIAL HIGHLIGHTS:

(Rs. in lacs)

Particulars	Year ended 31st March 2015	Year ended 31st March, 2014
Total Revenue	6613.62	586.59
Less: Total Expenses	6127.83	5492.49
Profit/ (Loss) before Tax	485.79	372.10
Less: Tax Expenses - Current Tax - MAT Credit Entitlement - Deferred Tax(Asset)/Liability	24.69 (24.69) 148.18	- - 122.80
Profit/ (Loss) after tax	337.61	249.30

REVIEW OF OPERATIONS:

During the year under review, the Company earned total revenue of Rs. 6613.62 Lacs as against Rs. 5864.59 Lacs in the previous year. The Profit before tax was Rs. 483.79 Lacs as against Rs. 372.10 Lacs in the previous year. The profit after tax was Rs. 337.61 Lacs as against Rs. 249.30 Lacs in the previous year. Your Directors except better performance in the coming year.

TELEVISION CHANNEL “MASTIII”:

The Company operates National Channel ‘ MASTIII’. “MASTIII” the music television channel continues to maintain the number one position in the target market. The music on ‘MASTIII” has a universal appeal, ranging from peppy to romantic and from retro to latest blockbusters. Keeping in mind the viewer’s mood during different day parts, the channel telecasts a mix of old and new Hindi songs.

DIVIDEND:

In order to conserve the resource for the future business requirements, your Directors do not recommended any dividend for the year under review.

SHARE CAPITAL:

There was no charges in Share Capital of the Company during the Financial Year 2014-15.

CHANGE IN THE NATURE OF BUSINESS:

There was no charge in the nature of business during the Financial Year under review.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2004.

MATERIAL CHANGES AND COMMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT:

No material changes and commitment affecting the financial position of the Company occurred between the end of the Financial Year 2014-15 to which this financial statements relate and the date of this report.

SUBSIDISRIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Comply has 3 (Three) subsidiary companies:

(i) MPCR Broadcasting Service Private Limited (MPCR)

(ii) UBJ Broadcasting Private Limited (UB)

(iii) HHP Broadcasting Services Private Limited (HHP).

In accordance with Section 129(3) of the Companies Act 2013, read with Rule 6 of Companies (Accounts) Rules, 2014, the Company, being an intermediate wholly – owned subsidiaries, is not required prepare consolidated financial statements of the Company and all its Subsidiaries, A statement containing the salient features of the Financial Statement of the subsidiaries in the prescribed format AOC-1 is appended as Annexure II to this report. The statement also provides the details of performance, financial position of each of the subsidiaries. These documents will also be available for inspection at the Registered Office of the Company and of the subsidiary companies during business hours on all working days and during the Annual General Meeting.

The Company does not have any Joint Venture or Associate Companies.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs):

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 and the Articles of Association of the Company, Mr. Markand Adhikari, Managing Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your Directors recommends the re-appointment of Mr. Markand Adhikari.

Mr. Markand Adhikari is re-appoint as Managing Director of the Company for a future period of 3 years w.e.f. 1^st June, 2015, subject to approval of members.

Mr. Arun Khakari, Independent Director resigned from the directorship of the Company w.e.f. 15^th April, 2015. The Board expenses its appreciation for his valuable guidance as Independent Director of the Company.

The company has received declaration from all the independent directors of the Company conforming that the criteria of independence as prescribed under sub- section (6) of Section 149 of the Companies Act, 2013.

During the year under review, the Board of Directors of the Company in compliance with the requirements of Section 203 of Companies Act, 2013 and rules made there under; re-designed Mr. Anand Shreff as VP – Finance & Accounts and Chief Financial Officer (CFO) of the Company w.e.f 10^th February, 2015.

RECONSTITUTION/COMPOSITIONS OF COMMITTEES:

Your Company has the following mandatory Committees as per requirement of the Companies Act, 2013;

- Audit Committee

The composition of the Committee is given below:

Sr. No.	Name of the Member	Designation
1	Mr. Prasannakumar Gawde	Chairman
2	Mr. Arun Khakhar	Member
3	Mr.Gulam Adhaikari	Member

-Nomination and Remuneration Committee

The composition of the Committees is given below

Sr. No.	Name of the Member	Designation
1	Mr. Arun Khakhar	Chairman
2	Mr. Prasannakumar Gawde	Member
3	Mr.Gulam Adhaikari	Member

-Stakeholders’ Relationship Committee

The composition of the Committees is given below

Sr. No.	Name of the Member	Designation
1	Mr. Prasannakumar Gawde	Chairman
2	Mr. Arun Khakhar	Member
3	Mr. Gulam Adhaikari	Member

Mr. Arun Khakhar resigned w.e.f. 15^th April, 2015 from the directorship of the Company.

As per the provisions of Schedule IV to the Act, an independent director who resigns from the Board of the Company shall be replaced by a new independent director within a period of not more than one hundred and eighty days from the date of such resignation. The Company is in process of appointing a new independent director.

PERFORMANCE EVALUATION POLICY:

Pursuant to the provisions of Companies Act, 2013, the Performance Evaluation of Independent Directors was done by the entire Board excluding the Director being evaluated and evaluation of the Board as a whole was done by Independent Directors. The criteria devised for performance evaluation consists of maintaining transparency, participation in company meeting monitoring, compliances, sharing the knowledge and experience for the Company.

REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and on the recommendation of the Nomination and Remuneration Committee, the Board has adopted a Policy on criteria for appointment of Directors, Key Managerial Personal, Senior Management and their remuneration. The salient features of the Remuneration Policy are stated in this Report.

The Company follows a comprehensive policy for selection, recommendation, appointment of Directors and other senior managerial employees and also on the remuneration, and such other related provision as applicable.

REMUNERATION OF EXECUTIVE DIRECTORS:

-At the time of appointment or re-appointment, the Executive Directors shall be paid such remuneration as may be mutually agreed between the Company (which includes the Nomination & Remuneration Committee and the Board of Directors) and the Executive Directors within the overall limits prescribed under the Companies Act, 2013.

-The Remuneration shall be subject to the approval of the Members of the Company in General Meeting.

-The remuneration of the Executive Directors is fixed and consists of various components of pay and perquisites. The fixed remuneration shall comprise salary, allowances perquisites, amenities and retrial benefits.

-In determining the remuneration including the fixed increment the Nomination Remuneration Committee shall consider the following.

i. The relationship of remuneration and performance benchmarks;

ii. Balance between fixed and incentive pay reflecting short and long- term performance objectives appropriate to the working of the Company and its goals;

iii. Responsibility of the Executive Directors and the industry benchmarks and the current trends;

REMUNERATION OF NON-EXECUTIVE DIRECTORS:

The Non-Executive Directors shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for attending the Board/ Committee meetings. The amount of such sitting fees shall be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013 and The Company (Appointment and Remuneration of Management Personnel) Rules, 2014.

The Independent Directors of Company shall not be entailed to participate in Stock Option Scheme of the Company, if any, introduced by the Company.

REMUNERATION OF SENIOR MANAGEMENT EMPLOYEES:

In determining the remuneration of the Senior Management employees (i.e. KMPs and Committee members )the Nomination & Remuneration Committee shall consider the following:

-The relationship of remuneration and performance benchmark:

-The fixed pay reflecting short and long –term performance objectives for the Company and its goals:

The remuneration includes salaries, perquisites an detainment benefit, and the increment is decided based on the criticality of the rates, and responsibilities, the Company’s performance vis-à-vis the annual budget achievement, industry benchmarks and current compensation trends in the market.

Details of Remuneration /Sitting fees paid/ No. of Equity shares held by the Directors during the year ended 31^st March, 2015.

(Rs. in Lacs except of shares)

Name	Category	Salary	Perquisites 0r Allowances	Stock Option	Sitting Fees*	Total	No. of shares held
Mr. Gulam Adhaikari	Directors	-	-	-	-	-	-
Mr. Markand Adhikari	Managing Director	18.00	-	-	-	18.00	-
Mr. Arun Khakhar	Independent Director	-	-	-	-	-	-
Mr. Prasannakumar Gawde	Independent Director	-	-	-	-	-	-

* None of the Directors are paid any sitting fees for attending the Board or Committee meeting.

*Registered w.e.f. 15^th April, 2015

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT-9 is appended to this Report as Annexure I

MEETING OF THE BOARD:

The board meets at regular intervals on discount and discuss and review the business operations. During the year under review, the Board met 10 (Ten) times. The intervening gap between the two consecutive meetings was within the period under the Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 134(3) (c ) of the Companies Act, 2013 the Board of Directors State that:

a) In the preparation of annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed and there are no material departures;

b) 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, 2015 and of the profit of the Company for the ended on the date;

c) The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for detecting and preventing fraud and other irregularities.

d) The Directors have prepared the annual accounts on a ‘going concern’ basis and

e) The directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.

STATUTORY AUDITORS:

M/s. A. Sodha & Co. Chartered Accountants, Mumbai (FRN : 110324W), were appointed as the Saturday Auditors of the Company and hold such office up to the conclusion of the ensuring Annual General Meeting and the eligible for reappointment. The Company has received a letter from them regarding their willingness to act as Statutory Auditors of the Company. The Company has also received a certificate from them to the effect that their re-appointment, if made would be in compliance with the conditions as prescribed under Section 141 of the said Act.

Your Directors recommends the reappointment of M/s. A.R. Sodha & Co. Chartered Accountants, Mumbai as Statutory Auditors of the Company to hold the office from the conclusion of 8^th Annual General Meeting to the conclusion of 11^th Annual General Meeting of the Company and to audit Financial Statements for the financial year from 2015 to 2018-19.

PARTICULARS OF LOANS, GUARANTEES OR INVENSTMENTS:

The details of loans, guarantee or investment made by your Company under Section 186 of the Companies Act 2013 during the financial year 2014-15 are given under Notes to Accounts of financial statements.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WOKPLACE (PREVENTION, PROHIBITION AND REDRESSAL), ACT, 2013:

The Company has zero tolerance for sexual harassment workplace and adopted Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the prevention of the Sexual Harassment of Women Workplace (Provision, Prohibition and Redressal ) Act, 2013 and the Rules there under. There was no complaint on sexual harassment during the year under review.

PARTICULARS OF CONTRACTS OR ARRENGEMENTS WITH RELATED PARTIES:

All the related party transactions were in the ordinary course of the business and arm’s length basis and are reported in the Notes to the Financial Statements. Accordingly the disclosers of related Party Transactions as required under Section 134(3) of the Companies Act, 2013 in Form, AOC- 2 is not applicable, during the financial year under review, the Company did not enter into any material related party transactions.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLOSERS MADE BY THE AUDITORS IN THEIR REPORT:

No adverse remarks/ comments/observation are made by the Statutory Auditors in their report.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIAVES:

The provisions relating to Corporate Social Responsibility under Section 135 of the Companies Act, 2013 and rules made there under are applicable to the Company. Therefore, the Company has not developed and implemented any Corporate Social Responsibility imitative.

PARTICULARS OF EMPLOYEES:

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personal) Rules, 2014.

COMPOSITE CSHEME OF AMALGAMATION AND ARRANGMENT:

The Board of Directors at its meeting held on 28^th August 2014 approval the Compensate Scheme of Amalgamation and Arrangement between Moiboli Broadcasting Private Limited (MBPL) and Sri Adhikari Brothers Assets Holding Private Limited (SAB Assets) and Sri Adhikari Brothers Television Network Limited (SABNTL) and UBJ Broadcasting Private Limited (UBJ) and HHP Broadcasting Service Private Limited (TVL), and SAF Events and Governance Now Media Private Limited (SAB Events) ( Formerly known as ‘Marvick Entertainment Private Limited’)and their respective Shareholders (“Scheme”) under 391 to 394 of the Companies Act, 1956 read with Section 78, Section 100 to 103 of the Companies Act, 1956 and Section 52 and other relevant provisions of the Companies Act, 2013.

The Scheme provides for Demerger of Broadcasting business of SABTNL into TV Vision Limited. Pursuant to the Scheme, the issued, subscribed and paid up Equity Share Capital of the Company of Rs. 26,37,50,000 divided into 2,63,75,000 Equity Shares of Rs. 10/- each Company shall stands cancelled, representing the shareholding of SABTNL i.e. crating a mirror image of the shareholding pattern of SABTNI.

The proposed restricting will not cause any prejudice to the creditors of the Company since it does not involve any financial outlay/outgo on the Company. The reduction capital does not involve either the diminution of any liability in respect of unpaid capital or the payment to any shareholders of any paid-up capital. The reduction of Equity Share Capital of the Company by passing a Special Resolution required in terms of Section 100 of the Companies Act, 1956.

The Company Scheme Petition was admitted by the Hon’ble High Court on 7^th August, 2015 and final hearing is scheduled to be held on 25^th September 2015. Hence, the impact of the above mentioned Scheme has not been given in the Financial Statements for the year ended 31^st March, 2015.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANEGE EARNINGS AND OUTGO:

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy , Technology Absorption, Foreign Exchange Earnings And Outgo or the year under review are as follows.

A. Conservation Of Energy

a. Steps taken or impact on conservation of energy – The operations of the Company are not energy intensive, However, company continues to implement prudent practices for serving electricity and other energy recourses in day –to- day activities.

b. Steps taken by the Company for utilizing alternate sources of energy – Though the activities under taken by the Company are not energy indicatives the Company shall explore alternative sources of energy as and when the necessary arises.

c. The capital investment on energy conservation equipment- Nil

B. Technology Absorption

a. The efforts made towards technology absorption – the minimum technology required for the business has been absorbed.

b. The benefits derived like product improvement, cost reduction, product development or import substitution – Not Applicable

c. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) –Not Applicable

d. The expenditure incurred on Research and Development – Not Applicable

C. Foreign Exchange Earnings and Outgo – Nil

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Board is of the view that the elements are minimal and shall not prove to be a threat for the Company’s existence. There is no formal risk management policy ; however the Company undertakes adequate measures for assessment and minimization.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TIBUNALS IMPACTING THE GOLIG CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

There was no significant material order passed by any regulator or court or tribunal against the Company, which impacts the going concern status of the Company or will have bearing on company’s operations in future.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINACIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Board has adopted the policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence to Company Policies safeguarding of assets, pretension and detection of frauds and errors, the accuracy and competence of the accounting records and timely preparation of reliable financial disclosures .

The Audit Committee evaluates the Internal Financial Systems and services to maintain the Standards of Internal Financial Control.

APPRECIARION:

The Board Director expenses their gratitude and also place on their deep appreciation towards the support and co-operation received by Company during the period under review.

For and on behalf of the Board of Directors of

TV Vision Limited

Markand Adhikari Gutam Adhikari

Managing Director Director

DIN: 00032016 DIN: 00026444

Place: Mumbai

Date: 11^th August, 2015

---

Mar 31, 2014

To,

The Members,

TV Vision Limited

The Directors present the 7^th Annual Report together with the Financial Statements of the Company for the financial year ended 3st March, 2014.

FINANCIAL HIGHLIGHTS:

(Rs. In lacks)

Particulars	Year ended 31st March, 2014	Year ended 31st March 2013
Sales and other Income	5864.59	5506.73
Less: Expenses	549.49	5234.84
Profit / (Loss) before tax	372.10	271.89
Less: Provision for:
Current Tax	-	-
Differed Tax	122.80	84.21
Profit/ (Loss) after tax	249.31	187.68
Balance of Profit/ (loss) as per last Balance Sheet	(2013.40	(2201.08)
Balance of Profit/ (loss) carried to Balance Sheet	(1764.10)	(2013.40)

REVIEW F OPERATIONS:

During the year under review, the Company ended total revenue of Rs. 5864.59 Lacs. As against Rs. 5506.73 Lacs in the previous year. The profit before tax was Rs. 372.10 lacs as against Rs. 271.89 lacs in the previous year. The profit after tax was Rs. 249.31 lacs as against Rs. 187.68 lacs in the previous year. Your Directors except to continue such better performance in the coming year.

TELEVISION CHANNEL “ MASTIII”:

The Company returns and operates National Channel ‘ MASTIII’, the music & comedy channel has established its position and became popular Channel among Hindhi Music genre, Further the Channel has maintained its leadership position in the targeted Market and genre. The Company through its subsidiaries had launched regional Hindi general entertainment television channels namely “ DABANGG” and “ DHAMAAL”.

DIVIDEND:

In order to conserve the resource for the future business requirements, your Directors do not recommended any dividend for the under revive.

DIRECTORS:

In accordance with the provisions of Section 152 of Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and the Articles of Association of the Company. Mr. Gautam Adhikari, Director of the Company retires by rotation at the ensuring Annual General Meeting and being eligible himself for re-appointment.

In terms of the provisions of section 152 of companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 which became effective from 1^st April, 2014, Independent Director of the Company can be appointed for a term of 5 consecutive years and shall not be liable to retire by rotation.

To comply with the above provisions, it is proposed to appoint Mr. Prasannakumar B.Gawde and Mr. Arun Khakhar as Independent Director of the Company to hold office as such up to 31^st March, 2019, who shall not be liable retire by rotation.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub- section (6) of Section 149 of the Companies Act, 2013. Your Board recommends for their re-appointment as Independent Directors of the Company in terms of provisions of Companies Act, 2013.

Your Directors recommends the appointment/ re-appointment of directors aforesaid.

DIRECTORS RESPOSIBILITY STATEMENT:

Pursuant to Section 217 (2AA)of the Companies Act, 1956, the Directors of your Company confirm the following.

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same.

b) that they 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 view of the state of affairs of the Company at 31^st March, 2014 and profit of the Company for the year ended on that date;

c) that they have proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) that they have prepared the Annual Accounts for the year ended 31^st March 2014 on a “Going Concern” basis.

AUDITORS:

M/s. A.R. Sodha & Co, Chartered Accounts Mumbai (FRN : 110324W), the Statutory Auditors of the Company hold such office up to the conclusion of the ensuring Annual General Meeting and are eligible for reappointment. The Company has received a letter from them regarding their willingness to act as Statutory Auditors of the Company. The Company has also received a certificate from them to effect that their re-appointment, if made, would be in compliance with the conditions as prescribed Under Section 139 of the Companies Act, 2013 and they satisfy the criteria as provided under Section 141 of the said Act.

PUBLIC DEPOSITS :

During the year under review, your company has neither accepted nor renewed any deposit within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules made there under.

AUDIT COMMITTEE:

Pursuant to be provisions of Section 292A of the Companies Act, 1956, the Company has an Audit Committee comprising of the following Directors:

1. Mr. Prasannakumar Gawde -Chairman

2. Mr. Arunkumar Khakhar -Member

3. Mr.Gulam Adhaikari -Member

Mr. Prasannakumar Gawde is a Chairman of the Committee.

REMUNERATION COMMITTEE (Now Known as Nomination and Remuneration Committee)

The Board of Directors of the Company at its meeting held on 12^th August 2014, had re-christened the Remuneration Committee as the Nomination and Remuneration Committee, to comply with the provisions of Section 178 of the Companies Act, 2013(the Act ) and the Companies (Meetings of Board and its Powers) Rules, 2014 (the Rules).

The Compensation is as below:

1. Mr. Arunkumar Khakhar -Chairman

2. Mr. Prasannakumar Gawde -Member

3. Mr.Gulam Adhaikari -Member

INVESTORS’ GRIEVANCE COMMITTEE (Now known as Stakeholders Relationship Committee)

The Board of Directors of the Company at its meeting held on 12^th August, 2014, had re-christened the Investors’ Grievances Committee as the Stakeholders Relationship Committee, to comply with the provisions of Section 178 of the Companies Act, 2013 (the Act) and the Companies (Meeting of Board and its Powers ) Rules, 2014 (the Rules).

The Composition is as below:

1. Mr. Prasannakumar Gawde -Chairman

2. Mr. Arunkumar Khakhar -Member

3. Mr.Gulam Adhaikari -Member

SUBSIDIARY COMPANIES:

The Comply has following three subsidiary companies:

MPCR Broadcasting Service Private Limited (MPCR)

UBJ Broadcasting Private Limited (UB) and

HHP Broadcasting Services Private Limited (HHP).

As required under Section 212 of the Companies Act 1956, the Annual Accounts along with the Report of Directors’ and Auditors’ thereon of above referred subsidiaries are attached herewith . The statement pursuant to section 212(1)(e) of the Companies Act, 1956 containing the details of the Subsidiary Companies is annexere hereto.

PARTICULARS OF EMPLOYEES:

No employee was in receipt of remuneration exceeding the limits prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employee) Rules, 1975, a amended hence no such particulars are furnished.

Information in terms of requirements of clause ( c ) of sub-section (I) of Section 217 of the Companies Act, 1956 regarding conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo, read along with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is as follows:

(A) Conservation of Energy

The Company continues to implement prudent practices for saving electrically and other energy recourses in day –to-day activities. However, considering the business activities carried out by the Company, your directors have nothing to report with respect to Conservation of Energy.

(B) Research and Development:

The Company has not carried out any specific research activity.

(C) Technology absorption and Outgo:

There were no transactions during the year under review in which Foreign Exchange Earnings or Outgo was involved.

APPRECIATION:

The Directors acknowledge with gratitude and wish to place on record, their deep appreciation towards the continued support and co-operation received by the Company from the various artist, Government authorities, shareholders, bankers, business associates, customer and financial institution during the year.

The Directors place on record their sincere appreciation for the deduction and commitment of your Company’s employees at all levels and look forward to their continued support in the future as well.

For and on behalf of the Board of Directors

Gautam Adhikari

Chairman

DIN: 00026444

Place: Mumbai

Date: 12^th August. 2014