TV VISION Directors Report

To,


The Members,


TV Vision Limited


The Directors are pleased to present the 9th Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended on 31st March, 2016.


FINANCIAL HIGHLIGHTS:


(Rs. in Lakhs)
























































Particulars



Year ended


31st March, 2016



Year ended


31st March, 2015



Total Revenue from business



8,598.67



6,613.62



Earnings before Finance charges, Depreciation and Tax



2,240.76



1,406.98



Less: Finance charges



398.41



436.70



Earnings before Depreciation and Tax (EBDTA)



1,842.35



970.28



Less: Depreciation



1,162.18



484.49



Earnings / (Loss) before TaxAdjustments (EBTA)



680.17



485.79



Tax Expenses



229.11



148.18



Profit / (Loss) After Tax (PAT)



451.06



337.61



Amount carried to reserves



451.06



337.61



The comments of the Board of Directors on the financial performance have been provided under the Management Discussion and Analysis which forms part of the 9th Annual Report.


UPDATE ON THE COMPOSITE SCHEME OF AMALGAMATION AND ARRANGEMENT:


During the year under review, the Hon''''ble High Court of Judicature at Bombay had vide its order dated dated 21st November, 2015 sanctioned the Composite Scheme of Amalgamation and Arrangement between Maiboli Broadcasting Private Limited (MBPL) and Sri Adhikari Brothers Assets Holding Private Limited (SAB Assets) and Sri Adhikari Brothers Television Network Limited (SABTNL) and UBJ Broadcasting Private Limited (UBJ) and HHP Broadcasting Services Private Limited (HHP) and MPCR Broadcasting Service Limited (MPCR) and TV Vision Limited (TVL) and SAB Events & Governance Now Media Limited (SAB Events) (Formerly known as ''''Marvick Entertainment Private Limited'''') and their respective shareholders ("Scheme") under Section 391 to 394 of the Companies Act, 1956 read with Section 78, Section 100tol03 of the Companies Act, 1956 and Section 52 and other relevant provisions of the Companies Act, 2013. In accordance with the Scheme, the Broadcasting Business Undertaking of SABTNL and its wholly owned subsidiaries namely UBJ, HHP and MPCR were transferred to the Company so as to become the properties and assets of the Company with effect from the Demerger Appointed date i.e. 15th January, 2016.


Upon the Scheme coming into effect, the Board of Directors at their meeting held on 30th March, 2016 had allotted 34,944,500 Equity Shares of Rs. 10/- each, in the ratio of 1 (One) fully paid-up equity share of face value of Rs.10/- each of the Company for every 1 (One) fully paid up equity share of face value of Rs. 10/- each held in SABTNL and 10,000 Non-cumulative Nonconvertible Redeemable Shares of face value of Rs. 10/- each, on proportionate basis, to the equity and preference shareholders of SABTNL respectively whose name appear in the Register of Members as on the Record date i.e. 23rd March, 2016.


Accordingly pursuant to Clause 33.1 of the Scheme, 26,375,000 Equity shares of Rs. 10/- each of the Company stand cancelled. The Equity Shares issued by the Company to the shareholders of the SABTNL are in the process of being listed on BSE Limited and National Stock Exchange of India Limited. The Preference Shares issued as stated above are not listed or admitted to trading on the Stock Exchanges. The Company has received In-principle approval from BSE Limited on 10th August, 2016 and from National Stock Exchange of India Limited on 21st July, 2016.


TELEVISION CHANNELS: MASTIII


The Company operates National Channel ‘MASTIII’. The music television channel ‘MASTIII’ 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.


Pursuant to Part IV of the Scheme, with the Scheme becoming effective on 15th January, 2016, the Broadcasting Business of the HHP UBJ and MPCR will be demerged into the Company.


DABANGG


“Dabangg” was launched in the Regional Entertainment space which has followed a regional focused programming strategy, The Channel is mainly focusing the target market of Uttar Pradesh, Bihar and Jharkhand. The programming strategy of the channel includes various entertainment tv shows, Movies, etc. The Channel is widely distributed in the targeted territory.


MAIBOLI


“Maiboli” is a regional Marathi language channel which was launched targeting the audience located in the territory of Maharashtra, thus the group has expanded its presence in Marathi market. The channel showcases the Marathi culture and heritage. At Maiboli, viewers can listen to Marathi music, watch Marathi movies and Marathi plays and other shows. It has popular shows like “Filmy Gappa”, “M.. M.. Marathicha”. Maiboli is a complete family channel, which entertains people of Maharashtra in the best possible way.


DHAMAAL


“Dhamaal” is the youth focused regional channel for the territory of Gujarat. The programming of the channel includes comedy shows in the Hindi and regional language combination of music, interaction, vibrancy and the hyperlocal nature of radio on TV, The channel is very well distributed in the targeted territory.


DILLAGI


“Dillagi” a dedicated TV channel for small towns & villages of India. Dillagi is a family entertainment channel, believes in touching people''''s hearts through real, genuine emotions that will be depicted through their shows that Indian television has ever seen. It stands for the most invaluable things in life - love, family, fun & memories. The Channel offers a distinctive line up of comedy & children shows along with combination of latest as well as classic movies.


DIVIDEND:


To conserve the resources for future business requirements of the Company, your Directors do not recommend any payment of dividend for the year under review.


SHARE CAPITAL:


Authorized Share Capital


Pursuant to the sanction of the Scheme, the Authorized Share Capital of the Company was reclassified into Rs.55,00,00,000/comprising of Rs.54,99,00,000/- divided into 5,49,90,000 Equity Shares of ''''10/- each and ''''1,00,000/- divided into 10,000 Redeemable Preference Shares of ''''10/- each.


Issued, Subscribed and Paid up capital


Pursuant to the Scheme, the Company had allotted 3,49,44,500 Equity Shares of ''''10/- aggregating to Rs.34,94,45,000/ and 10,000 Non-cumulative Non-Convertible Redeemable Preference Shares of ''''10/- each aggregating to Rs.1,00,000/- on 30th March, 2016 and consequently the existing paid up share capital stand cancelled. Accordingly, as on 31st March, 2016, the issued, subscribed and paid up capital of the Company is Rs.34,95,45,000 divided into 3,49,44,500 Equity Shares of ''''10/aggregating to Rs.34,94,45,000/- and 10,000 Non-cumulative Non-Convertible Redeemable Preference Shares of ''''10/- each aggregating to ''''1,00,000/-.


CHANGE IN THE NATURE OF BUSINESS:


There was no change 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, 2014.


DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):


In accordance with the provisions of Section 152 of the Companies Act, 2013, read with Rules made there under and the Articles of Association of the Company, Mr. GautamAdhikarifDIN: 00026444), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.


On recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company appointed Mr. Pritesh Rajgor and Mrs. Sandhya Malhotra as Additional (Independent) Directors of the Company on 1st October, 2015 and 11,h February, 2016 respectively for a period of 5 (Five) years, subject to approval of the shareholders at the ensuing Annual General Meeting who shall not be liable to retire by rotation. The Company has received a Notice along with requisite deposit from a member of the Company under Section 160 of Companies Act, 2013 proposing their candidature for the office of Independent Director of the Company.


The Company has received declaration from all Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and under Regulation 16(l)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").


As stipulated under the Regulation 36(3) of the Listing Regulations and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI), brief resume of the Directors proposed to be appointed/re-appointed is given in the Notice convening 9th Annual General Meeting.


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


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


On 21st December, 2015, Mrs. Jyotsna Kashid, Company Secretary of the Company was re-designated as Company Secretary & Compliance Officer of the Company.


ANNUAL PERFORMANCE EVALUATION:


Pursuant to the provisions of Companies Act, 2013 read with Schedule IV of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, 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 Board has also carried out evaluation of the working of its Audit, Stakeholders'''' Relationship and Nomination and Remuneration Committee. The criteria devised for performance evaluation consists of maintaining confidentiality, maintaining transparency, participation in company meetings, monitoring compliances, sharing the knowledge and experience for the benefit of the Company.


MEETINGS OF THE BOARD:


The Board meets at regular interval to discuss and review the business operations. During the year under review, the Board met 12 (Twelve) times. The details of the Board Meetings and the attendance of the Directors at the meetings are provided in the accompanying Report on Corporate Governance.


COMMITTEES OF THE BOARD:


Subsequent to the change in the Board of Directors of the Company, during the year, the Board re-constituted the Committees in accordance with the provisions of the Companies Act, 2013 and currently there are three Committees of the Board, as follows:


1. Audit Committee


2. Nomination and Remuneration Committee


3. Stakeholders'''' Relationship Committee























































Sr. No.



Name of Director



Audit Committee



Nomination and Remuneration Committee



Stakeholders''''


Relationship


Committee



1.



Mr. Arun Khakhar



Member (Up to 15.04.2015)



Chairman (Up to 15.04.2015)



Member (Up to 15.04.2015)



2.



Mr. Prasannakumar Gawde



Chairman (w.e.f. 15.04.2015 up to 30.09.2015)



Chairman (w.e.f. 15.04.2015 up to 30.09.2015)



Chairman (w.e.f. 15.04.2015 up to 30.09.2015)



Member (w.e.f 01.10.2015)



Member (w.e.f 01.10.2015)



Member (w.e.f 01.10.2015)



3.



Mr. Pritesh Rajgor



Chairman (w.e.f 01.10.2015) (up to 11.02.2016)



Chairman (w.e.f 01.10.2015)



Chairman (w.e.f 01.10.2015)



4.



Mrs. Sandhya Malhotra



Chairperson (w.e.f. 11.02.2016)



Member (w.e.f. 11.02.2016)



---



5.



Mr. Gautam Adhikari



Member



Member



Member



Details of the Committees with respect to their terms of reference, meetings and attendance at the meetings held during the year, are provided in the Report on Corporate Governance, forming part of this Annual Report.


AUDIT COMMITTEE AND ITS COMPOSITION:


The Audit Committee is duly constituted as per the provisions of Section 177 of the Companies Act, 2013 with Rules made there under and Regulation 18 of the Listing Regulations. The Composition of the Audit Committee 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.


REMUNERATION POLICY:


Pursuant to the provisions of section 178 of the Companies Act, 2013 read with Rules made there under, Regulation 19 of Listing Regulations and on the recommendation of the Nomination and Remuneration Committee, the Board has adopted a Policy on criteria for appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The salient features of the Remuneration Policy are stated in the Report on Corporate Governance which forms part of this Annual Report.


RISK AND AREAS OF CONCERN:


Pursuant to the provisions of Regulation 21 of Listing Regulations, the Company has devised and adopted a Risk Management Policy and implemented a mechanism for risk assessment and management. The policy provides for identification of 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 risk management framework is supported by the Board of Directors, Management and the Audit Committee. The Board and the Audit Committee periodically review the risks and suggest steps to be taken to control and mitigate the same through a properly defined framework.


WHISTLE BLOWER POLICY/VIGIL MECHANISM:


The Company has adopted a Whistle Blower Policy / Vigil Mechanism as per the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of Listing Regulations. The Policy provides a mechanism for reporting of unethical behavior and frauds 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 the exceptional cases. The details of the Vigil Mechanism Policy are explained in the Report on Corporate Governance and also available on the website of the Company at http://www.twision.in/pdf/Vigil-Mechanism-or-Whistle-Blower-Policy.pdf


We affirm that during the financial year 2015-16, no employee or director was denied access to the Audit Committee.


EXTRACT OF ANNUAL RETURN:


In accordance with the provisions of Section 92(3) of the Companies Act, 2013 and the Rules framed there under, an Extract of Annual Return in the prescribed Form MGT 9 is appended to this Report as “Annexure I”.


PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:


The particulars of Loans, Guarantees and Investments made by the Company under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to Financial Statements.


PARTICULARS OF THE EMPLOYEES AND REMUNERATION:


Pursuant to Section 197 of the Companies Act, 2013 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”.


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) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Other information under the said provisions is appended to the report as “Annexure II - Part B”.


PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013:


All the related party transactions were in the ordinary course of the business on arm''''s length basis and are reported in the Notes to the Financial Statements. Accordingly, the disclosure 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 transactions with related parties.


In accordance with the provisions of Regulation 23 of Listing Regulations, the Company has formulated the Related Party Transactions Policy and the same is uploaded on the Company''''s website at www.twisi0n.in/pdf/p0licv-0n-related-pgrtv-transactions.pdf


SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:


The Company has 3 (Three) Subsidiary Companies and 1 (One) Associate Company:


(i) MPCR Broadcasting Service Private Limited (MPCR) "»


(ii) UBJ Broadcasting Private Limited (UBJ) X Subsidiary Companies (Hi) HHP Broadcasting Services Private Limited (HHP) J


(iv) Krishna Showbiz Services Private Limited (KSSPL) - Associate Company


In accordance with Section 129(3) of the Companies Act, 2013 read with Rule 6 of Companies (Accounts) Rules, 2014, we have prepared Consolidated Financial Statements of the Company, its subsidiaries and associates which form part of the Annual Report. Further, a statement containing the salient features of the Financial Statements of the subsidiaries and associates in the prescribed format AOC-1 is forming part of the Financial Statements. The statement also provides the details of performance, financial positions of each of its subsidiaries and associates.


The Company does not have any Joint Ventures,


In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company are available on our website i.e. http://www.twision.in. These documents will also be available for inspection at the Registered Office of the Company and of the Subsidiary and Associate Companies during business hours on all working days and during the Annual General Meeting.


DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BYTHE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:


The provisions relating to Corporate Social Responsibility under Section 135 of the Companies Act, 2013 and rules made there under are not applicable to the Company. However, the Company voluntarily adopts different measures/initiatives to contribute to the society in the possible ways in the larger interest of the society.


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 bearing on 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 2015-16 to which this financial statements relate and the date of this Report.


STATUTORY AUDITORS:


M/s. A.R. Sodha & Co., Chartered Accountants, Mumbai, (FRN: 110324W) were appointed as Statutory Auditors of the Company at the 8th Annual General Meeting held on 26th September, 2015 for a term of four consecutive years. The Company has received a letter from them to the effect that they are willing to continue as Statutory Auditors of the Company and their appointment is within limits prescribed ubder Section 139 of the Companies Act, 2013 and they satisfy the criteria as provided under Section 141 of the said Act.


On recommendation of the Audit Committee, the Board recommends the ratification of appointment of M/s. A.R. Sodha & Co., Chartered Accountants, Mumbai, as Statutory Auditors of the Company to audit Financial Statements for the financial year 2016-17 and to fix their remuneration.


INTERNAL FINANCIAL CONTROL:


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 Board evaluates the Internal Financial Control Systems and strives to maintain the Standards of Internal Financial Control. The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this Annual Report.


REPORT ON CORPORATE GOVERNANCE:


The Company is in the process of listing its equity shares with the Stock Exchange(s) i.e. BSE Ltd. and National Stock Exchange of India Ltd. However, the Company has proactively adopted the principles of Corporate Governance as provided under Listing Regulations.


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


- Management Discussion and Analysis


- Report on Corporate Governance


- Auditors'''' Certificate regarding compliance of conditions of Corporate Governance


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


The Company has zero tolerance for sexual harassment at workplace and 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 and the Rules there under. There was no complaint reported on sexual harassment during the year under review.


CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE 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 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 energy intensive. However, 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 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-


(Rs. in Lakhs)





















Particulars



Year ended 31st March, 2016



Year ended 31st March, 2015



Foreign Exchange earned



67.56



0.00



Foreign Exchange used



3.54



0.00



DIRECTORS’ RESPONSIBILITY STATEMENT:


Pursuant to the provisions contained in Section 134(3) (c) of the Companies Act, 2013, the Board of Directors, state 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. 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 fair view of the state of affairs of the Company as at 31st March, 2016 and of the profit of the Company for that period;


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


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


ACKNOWLEDGMENT:


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 future as well.


For and on behalf of the Board of Directors


Markand Adhikari Gautam Adhikari


Place: Mumbai Managing Director Director


Date: 20th August, 2016 DIN:00032016 DIN:00026444


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