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TV Vision Ltd.

BSE: 540083 Sector: Media
NSE: TVVISION ISIN Code: INE871L01013
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OPEN 2.70
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VOLUME 3206
52-Week high 3.85
52-Week low 1.25
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Mkt Cap.(Rs cr) 9
Buy Price 0.00
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OPEN 2.70
CLOSE 2.58
VOLUME 3206
52-Week high 3.85
52-Week low 1.25
P/E
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

TV Vision Ltd. (TVVISION) - Auditors Report

Company auditors report

To the Members of TV Vision Limited

Report on the Audit of the Standalone Financial Statements

Qualified Opinion

We have audited the standalone financial statements of TV Vision Limited (“theCompany”) which comprise the Balance Sheet as at March 312020 and the statement ofProfit and Loss statement of Changes in Equity and the statement of Cash Flows for theyear then ended and notes to the financial statements including a summary of significantaccounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanationsgiven to us except for the effects of the matter described in the Basis for QualifiedOpinion and Emphasis of Matters section of our report the aforesaid financial statementsgive the information required by the Companies Act 2013 in the manner so required and givea true and fair view in conformity with the accounting principles generally accepted inIndia of the state of affairs of the Company as at March 312020 and its loss changes inequity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

I) Due to defaults in repayment of loans taken from Bank/s the account of the companyhas been classified as nonperforming asset by banks in the previous financial years andthe banks have not charged the interest / reversed the unpaid interest charged from thedate the account has been classified as non-performing. No provision has been made in thebooks of accounts maintained by the Company for interest / penal interest if any onthese term loans amounting to about Rs. 140736639 /- [exact amount cannot beascertained) for the year ended March 31 2020 hence to that extent finance cost totalloss and current financial liabilities is estimated to be understated by about Rs.140736639 /- [exact amount cannot be ascertained) for the year ended March 31 2020.Further no provision for interest / penal interest if any on such term loans has beenmade in books of accounts from the date the account of the Company has been classified asnon-performing in the books of those banks.

ii) No provision for dimunition in value of investment is made in books of accounts ason March 31 2020 even though the fair value of Investment of the Company of Rs.30000000/- in Equity Shares of the Company's Subsidiaries i.e. HHP BroadcastingServices Private Limited MPCR Broadcasting Service Private Limited UBJ BroadcastingPrivate Limited and Rs. 301200000/- in Company's Associate i.e. Krishna ShowbizServices Private Limited is lower than their cost of acquisition. The loss for the yearended March 312020 is understated and non-current investments of the Company as on March312020 are overstated to that extent.

iii) The aggregate carrying value of Business and Commercial Rights and ChannelDevelopment Cost in the books of the Company as on March 312020 is Rs. 1278134460 /-.There is no revenue generation from monetization of these assets during the year endedMarch 312020 due to which the Company has incurred substantial losses during the yearended March 312020 and previous financial years. There is a strong indication ofimpairment in the value of these Business and Commercial Rights and Channel DevelopmentCost and therefore we are of the opinion that the impairment loss of Rs. 1278134460 /-should be provided on all such assets in the books of accounts of the Company as on March31 2020. The assets of the Company are overstated and net loss for the year ended March312020 is understated to that extent.

iv) The Company has not provided for loss allowances on financial guarantee contractsamounting to Rs. 115980252 /- [excluding interest / penalty charges if any) given bythe Company on behalf of its related group companies to its secured lenders which is to berecognized as required by Indian Accounting Standard [IND-AS 109). The financialliabilities of the Company and net loss for the year ended March 312020 is understated tothat extent.

v) The Company has not accounted the lease transactions as per requirements of IndianAccounting Standard [IND AS) 116 which is applicable from April 12019. The impact ifany of such non-compliance of IND-AS 116 on the financials of the Company for the yearended March 312020 is unascertainable.

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Companies Act 2013. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theFinancial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Companies Act 2013 and we have fulfilledour other ethical responsibilities in

accordance with these requirements and the ICAI's Code of Ethics. We believe that theaudit evidence we have obtained is sufficient and appropriate to provide a basis for ourqualified opinion.

Emphasis of Matters

i) The financial statements are prepared on going concern basis notwithstanding thefact that loans have been recalled back by secured lenders current liabilities aresubstantially higher than the current assets issue of notices under Securitisation andReconstruction of Financial Assets and Enforcement of Security Interest Act 2002recovery proceedings initiated with debt recovery tribunal symbolic possession ofmortgaged property provided as collateral by promoters invocation of part of the sharespledged as collaterals by bank invocation of corporate guarantees from guarantors of theloan by the secured lenders of the Company and substantial losses incurred by the Companyduring the year ending March 312020 and previous financial years. All of the aboveconditions indicate that a material uncertainty exists that may cast significant doubt onthe company's ability to continue as a going concern.

ii) Attention is drawn to Note No.32 to the Standalone financial statements whichdescribes that the extent to which the COVID-19 Pandemic will impact the Company'sfinancial statements in next financial year will depend on future developments which arehighly uncertain.

iii) The qualified opinion expressed in the present report is based on the limitedinformation facts and inputs made available to us through electronic means by theCompany. We wish to highlight that due to the COVID-19 induced restrictions on physicalmovement and strict timelines the entire audit team could not visit the office of theCompany for undertaking the required audit procedures as prescribed under ICAI issuedStandards on Auditing including but not limited to:

• Inspection Observation examination and verification of the original documentsof invoices legal agreements bank accounts statements / loan accounts statements andfiles.

• Physical verification of Cash including adequate internal controls thereof.

• Physical Verification of Property Plant and Equipment as on March 312020.

• Any other processes which required physical presence of the audit team.

Our opinion is not modified in respect of these matters.

Information Other than the Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Board's report and ManagementDiscussion and Analysis but does not include the Secretarial Audit report Standalonefinancial statements and our auditor's report thereon. The Board's report and ManagementDiscussion and Analysis is expected to be made available to us after the date of thisauditor's report.

Our opinion on the standalone financial statements does not cover the other informationand we will not express any form of assurance or conclusion thereon.

In connection with our audit of the standalone financial statements our responsibilityis to read the other information identified above when it becomes available and in doingso consider whether the other information is materially inconsistent with the standalonefinancial statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated.

When we read the Board's report and Management Discussion and Analysis if we concludethat there is a material misstatement therein we are required to communicate the matterto those charged with governance and make disclosures and take specific actions as perapplicable laws and regulations if required.

Key Audit Matters

Except for the matter described in the Basis for Qualified Opinion section and Emphasisof Matters paragraph we have determined that there are no other key audit matters tocommunicate in our report.

Responsibilities of Management and Those Charged with Governance for the FinancialStatements

The Company's Board of Directors is responsible for the matters stated in section134(5) of the Companies Act 2013 (“the Act”) with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition

financial performance changes in equity and cash flows of the Company in accordancewith the accounting principles generally accepted in India including the AccountingStandards specified under Section 133 of the Act. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding of the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.

In preparing the financial statements the Board of Directors is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessthe Board of Directors either intends to liquidate the Company or to cease operations orhas no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Companies Act 2013 we are also responsible for expressing our opinion on whetherthe company has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

• Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieve fair presentation.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most

significance in the audit of the financial statements of the current period and aretherefore the key audit matters.

We describe these matters in our auditor's report unless law or regulation precludespublic disclosure about the matter or when in extremely rare circumstances we determinethat a matter should not be communicated in our report because the adverse consequences ofdoing so would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 (“the Order”)issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Companies Act 2013 we give in the “Annexure A” a statement on the mattersspecified in paragraphs 3 and 4 of the Order to the extent applicable.

2. As required by Section 143(3) of the Act we report that:

a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purpose of our audit.

b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.

c) The Balance Sheet the Statement of Profit and Loss the Statement of Changes inEquity and the Cash Flow Statement dealt with by this Report are in agreement with thebooks of account.

d) In our opinion subject to Basis of Qualified Opinion and Emphasis of Matterssection in our report the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.

e) On the basis of the written representations received from the directors as on March312020 taken on record by the Board of Directors none of the directors is disqualifiedas on March 312020 from being appointed as a director in terms of Section 164(2) of theAct.

f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate report in “Annexure B”.

g) With respect to other matters to be included in the Auditor's Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion and to thebest of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financialposition in its financial statements - Refer Note No.29 to the financial statements.

ii. The Company did not have any long term contracts including derivate contracts forwhich there were any material foreseeable losses.

iii. According to the information and explanation given to us the Company is notrequired to transfer any amount to Investor Education and Protection Fund.

For R Parikh and Associates Chartered Accountants FR No.: 107564W

Sandeep Parikh Partner Membership No.: 039713 Mumbai June 27 2020

UDIN : 20039713AAAAAF7807

The Annexure referred to in our Independent Auditor's Report of even date to themembers of the Company on the standalone Ind AS financial statements for the year endedMarch 312020 we report that:

On the basis of such checks as we considered appropriate and according to theinformation and explanations given to us during the course of our audit we report that:

i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of

fixed assets.

(b) As informed to us by the management the fixed assets have been physically verifiedby the management at reasonable intervals however due to lockdown imposed by theGovernment in the current year due to Covid-19 Pandemic physical verification of fixedassets was not conducted by the management at the year end. However in our opinion theprogramme of physical verification every financial year is reasonable having regard to thesize of the Company and nature of its business. Pursuant to such program as perinformation provided by the management no material discrepancies between the books ofaccounts and physical fixed assets have been noticed.

(c) According to the information and explanation given to us and on the basis ofrecords furnished to us the Company does not have any immovable property and hence thisclause is not applicable to the Company.

ii) The Company is not having any inventory of material amount at any time during theyear; hence this clause is not applicable to the Company.

iii) The Company has not granted any loan secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained u/s 189of the Act; hence the Clause (iii) of paragraph 3 of the Order are not applicable to theCompany.

iv) In our opinion and according to the information and explanations given to us theprovisions of section 185 and 186 of the Act in respect of loans investments guaranteesand security given as applicable have been complied by the Company.

v) The company has not accepted any deposit and hence directive issued by the ReserveBank of India and provisions of sections 73 to 76 or any other provisions of CompaniesAct 2013 and Rules framed thereunder will not be applicable to the Company.

vi) We have broadly reviewed the cost records maintained by the Company pursuant to theCompanies (Cost Records and Audit) Rules 2014 prescribed by the Central Government underSection 148(1) of the Companies Act 2013 and are of the opinion that prima facie theprescribed accounts and cost records have been maintained. We have however not made adetailed examination of the cost records with a view to determine whether they areaccurate or complete.

vii) a) According to the information and explanations given to us and on the basis ofour examination of the records the

Company has been generally regular in depositing undisputed statutory dues includingProvident Fund Employees State Insurance Income Tax GST and other statutory dues withthe appropriate authorities.

According to the information and explanations given to us there were no outstandingstatutory dues as on March 312020 for a period of more than six months from the date theybecame payable.

b) According to information and explanation given to us there are no disputedstatutory dues including Provident Fund Employees State Insurance Income Tax GST andother statutory dues which have not been deposited on account of dispute except as statedbelow : -

Name of Statute Nature of dues Year(s) to which it pertains Amount Not Paid (in Lakhs) Forum where dispute is pending
Central Goods and Services Tax Act 201 7 Service Tax demand Period from April 1 2012 to June 30 2017 100.65 Commissioner GST & CX Audit-III

viii) The company has defaulted in repayment of loans or borrowings to banks. Thelender wise details with the period and amount of default is as follows :-

Serial No. Name of Bank Period of default (in months) Amount of default as on March 312020
1. Punjab National Bank 30 Rs. 989382663 /-
2. Indian Overseas Bank 33 Rs. 80666237 /-

The default of interest / penal interest / late payment / other charges if any onloans outstanding as on March 312020 cannot be precisely ascertained as the account ofthe Company has turned non-performing and some banks have not charged interest from thedate the account has turned non-performing. The disclosure of the same is also mentionedin Point (i) of Basis of Qualified Opinion paragraph of our audit report. Further sinceall the loans have been recalled the entire outstanding amount as per books of accountsis disclosed as amount of default as on March 312020.

ix) Based upon the audit procedures performed and according to the information andexplanations given to us the company has not raised money by way of initial public offeror further public offer (including debt instruments) and term loans during the financialyear hence clause (ix) of paragraph 3 of the Order is not applicable to the company.

x) To the best of our knowledge and belief and according to the information andexplanations given to us and considering the size and nature of the Company's operationsno fraud of material significance on or by the Company have been noticed or reportedduring the year and nor have we been informed of such case by the management.

xi) According to the information and explanation given to us and based on ourexamination of the records the Company has paid for managerial remuneration in accordancewith the requisite approvals mandated by the provisions of section 19 7 read with ScheduleV of the Act.

xii) In our opinion and according to the information and explanation given to us theCompany is not a Nidhi Company; hence Clause (xii) of paragraph 3 of the Order is notapplicable.

xiii) According to the information and explanations given to us and based on ourexamination of records of the Company transactions with the related parties are incompliance with section 1 77 and 188 of the Act where applicable and the details of suchtransactions have been disclosed in the standalone Ind AS financial statements as requiredby the applicable accounting standards.

xiv) Based upon the audit procedures performed and according to the information andexplanations given by the management the company has not made any preferential allotmentor private placement of shares or fully or partly convertible debentures during the year;hence the clause (xiv) of paragraph 3 of the Order is not applicable to the Company.

xv) According to the information and explanations given to us and based on ourexamination of records of the Company the Company has not entered into any non-cashtransactions with directors or persons connected with him; hence the clause (xv) ofparagraph 3 of the Order is not applicable.

xvi) In our opinion and according to the information and explanations given to us thecompany is not required to be registered under section 45 - IA of Reserve Bank of IndiaAct 1934.

For R Parikh and Associates

Chartered Accountants

FR No.: 107564W

Sandeep Parikh Partner

Membership No.: 039713

Mumbai

June 27 2020

UDIN : 20039713AAAAAF7807

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 (“the Act”).

We have audited the internal financial controls over financial reporting of TV VisionLimited (“the Company”) as of March 31 2020 in conjunction with our audit ofthe financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the “Guidance Note”) and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.

Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2020 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls over Financial Reporting issued by the Institute of CharteredAccountants of India.

For R Parikh and Associates Chartered Accountants FR No.: 107564W

Sandeep Parikh Partner Membership No.: 039713 Mumbai June 272020

UDIN : 20039713AAAAAF7807

.