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TV Vision Ltd.

BSE: 540083 Sector: Media
NSE: TVVISION ISIN Code: INE871L01013
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VOLUME 3206
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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) - Director Report

Company director report

To

The Members

TV Vision Limited

Your Directors are pleased to present the 13th Annual Report together withthe Audited Standalone and Consolidated Financial Statements of the Company for theFinancial Year ended March 312020.

FINANCIAL HIGHLIGHTS:

Standalone

Consolidated

Particulars Year ended March 31 2020 Year ended March 31 2019 Year ended March 31 2020 Year ended March 31 2019
1 Total Revenue (Net) 10971.72 1 1727.15 10971.72 1 1727.15
2 Other income - - - 0.32
3 Profit/(loss) before Depreciation & Amortization Expenses Finance Cost & Exception Items 109.83 (566.06) (19.78) (654.83)
4 Less: Depreciation and Amortization Expenses (2816.81) (2818.18) (2816.81) (2818.18)
5 Less: Finance Cost (170.53) (36.12) (170.57) (36.13)
6 Profit/ (Loss) before Tax (2877.51) (3420.36) (3007.17) (3509.14)
7 Less: Tax Expenses - - - -
Current Tax - - - -
MAT Credit Entitlement - - - -
Deferred Tax - - - -
8 Profit/ (Loss) after tax (2877.51) (3420.36) (3007.17) (3509.14)
9 Add: Share of Profit/(Loss) in Associate - - - (1540.67)
10 Other Comprehensive Income 4.27 (9.64) 4.27 (9.64)
11 Total Comprehensive Income for the period (2873.24) (3429.99) (3002.90) (5059.44)
12 Earnings per Share (Basic & Diluted) (8.23) (9.79) (8.61) (10.04)

The Standalone & Consolidated Financial Statements of the Company for the financialyear ended March 312020 have been prepared in accordance with the Indian AccountingStandards prescribed under Section 133 of the Companies Act 2013 read with relevant rulesissued thereunder (IND AS) and other accounting principles generally accepted in India.

The comments of the Board of Directors (“the Board”) on the financialperformance of the Company along with state of Company affairs have been provided underthe Management Discussion and Analysis Report which forms part of the 13thAnnual Report.

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

EMERGENCE OF COVID-19

In the last month of FY 2020 the COVID-19 pandemic developed rapidly into a globalcrisis forcing governments to enforce lock-downs of all economic activity. For theCompany the focus immediately shifted to ensuring the health and well-being of allemployees and on minimizing disruption to broadcasting our channels PAN India. As ofMarch 312020 work from home was enabled to close to 90 percent of the employees to workremotely and securely. This response has reinforced confidence in our

Company and many of them have expressed their appreciation and gratitude for keepingtheir businesses running under most challenging conditions.

REVIEW OF OPERATIONS:

Despite of difficult market conditions the Company could generate Revenue of Rs.10971.72 Lakh as against Rs. 1 1727.15 Lakh in the previous financial year. Howeverthere is loss of Rs. 2877.51 Lakh as against loss of Rs. 3420.36 Lakh in previousfinancial year.

During the previous financial year the Banks of the Company have declared theCompany's account as 'Non- Performing Assets'. Subsequently the Company had submittedresolution plan with the Banks which is under consideration. The Company regularlyinteracts with the Bank to consider the resolution plan and the Board of Directors aretaking steps to revive the performance of the Company.

SHARE CAPITAL:

The paid-up Equity Share Capital of the Company as on March 312020 was Rs. 34.94Crore. During the year under review the Company has not issued any shares.

There was no change in Share Capital of the Company during the financial year 2019-20.

STATE OF THE COMPANY'S AFFAIRS:

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

DIVIDEND:

In the event of losses during the financial year under review your Directors do notrecommend any dividend for the financial year 2019 -20.

CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of business during the financial year under review.

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 depositswithin the meaning of Sections 73 and 76 of the Companies Act 2013 (“the Act”)read with the Companies (Acceptance of Deposits) Rules 2014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

Retirement by rotation

In accordance with the provisions of Section 152 of the Act read with the Rules madethereunder and the Articles of Association of the Company Mr. Markand Adhikari (DIN:00032016) Chairman & Managing Director of the Company retires by rotation at theensuing Annual General Meeting (AGM) and being eligible offers himself forre-appointment. The Board recommends the re-appointment of Mr. Markand Adhikari asDirector of the Company.

As stipulated under Regulation 36(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ('Listing Regulations') and Secretarial Standard onGeneral Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI)brief resume of the Directors proposed to be re-appointed is given in the Notice formingpart of this Annual Report.

Appointment and Resignation

During the financial year under review Mr. Santosh Thotam was appointed as ChiefFinancial Officer of the Company w.e.f. April 18 2019.

Re-appointment of Mr. Markand Adhikari Managing Director

The tenure of Mr. Markand Adhikari Managing Director of the Company shall expire onMay 312021. Upon recommendation of the Nomination & Remuneration Committee the Boardof Directors at its meeting held on August 12 2020 re-appointed Mr. Markand Adhikari asManaging Director of the Company for a further period of 5 ( Five) years w.e.f. June012021 to May 31 2026 subject to the approval of members in the general meeting at Nilremuneration and on such terms and conditions as given in explanatory statement of thenotice forming part of this Annual Report. Your Directors recommends his re-appointment asManaging Director to the shareholders of the Company.

Declaration from Independent Directors

The Company has received declaration from all Independent Directors of the Companyconfirming 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 changein the circumstances affecting their status as Independent Directors of the Company.

Remuneration to Non-Executive Directors

During the financial year under review the non-executive directors of the Company hadno pecuniary relationship or transactions with the Company other than sitting fees andreimbursement of expenses incurred by them for the purpose of attending meetings of theBoard/Committee of the Company.

Key Managerial Personnel fKMP!

Pursuant to the provisions of Section 203 of the Act the KMPs of the Company as onMarch 312020 are Mr. Markand Adhikari Chairman and Managing Director Mr. SantoshThotam Chief Financial Officer and Ms. Shilpa Jain Company Secretary & ComplianceOfficer of the Company.

ANNUAL PERFORMANCE EVALUATION:

Pursuant to the applicable provisions of the Act read with Schedule IV of the Act andthe Listing Regulations the Board of Directors has put in place a process to formallyevaluate the effectiveness of the Board along with performance evaluation of each Directorto be carried out on an annual basis.

Accordingly the Performance Evaluation of Independent Directors was done by the entireBoard excluding the Director being evaluated and evaluation of the Board (includingChairman) as a whole was done by Independent Directors for the financial year 2019-20. TheBoard has also carried out evaluation of the working of its Audit Committee Stakeholders'Relationship Committee and Nomination and Remuneration Committee. The criteria devised forperformance evaluation of each Director consists of maintaining confidentialitymaintaining transparency participation in company meetings monitoring compliancessharing the knowledge and experience for the benefit of the Company.

During the financial year under review the Nomination and Remuneration Committeereviewed the performance of all the executive and non-executive directors.

MEETINGS OF THE BOARD:

The Board met on various occasions to discuss and decide on affairs operations of theCompany and to supervise and control the activities of the Company. During the financialyear under review the Board met 5 (Five) times. The details of the Board Meetings and theattendance of the Directors at the meetings are provided in the Report on CorporateGovernance forming part of this Report. The intervening gap between the two consecutiveBoard meetings did not exceed the period prescribed by SS-1 issued by ICSI i.e. OneHundred and Twenty days.

COMMITTEES OF THE BOARD:

In compliance with the requirements of the relevant provisions of applicable laws andstatutes the Company currently has 4 (four) committees of the Board viz.:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders' Relationship Committee;

• Corporate Social Responsibility Committee.

The details of the Committees along with their composition number of meetings held andattendance of the members are provided in the Corporate Governance Report forming part ofthis Annual Report.

AUDIT COMMITTEE AND ITS COMPOSITION:

The Audit Committee is duly constituted as per the provisions of Section 177 of the Actand Regulation 18 of the Listing Regulations. The Composition of the Audit Committee andits terms of reference number of meetings held and attended is given in the Report onCorporate Governance which is annexed to this Report.

All the recommendations made by the Audit Committee were accepted and approved by theBoard.

The Audit Committee of the Company reviews the reports to be submitted to the Board ofDirectors with respect to auditing and accounting matters. It also supervises theCompany's internal control and financial reporting process.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Pursuant to provisions of Section 135 of the Act and the Rules made thereunder theCompany had duly constituted the Corporate Social Responsibility Committee (CSRCommittee). During the year the Company was not required to spend any amount on CSRactivities as it did not have any profits.

However our Company has spent Rs. 500000/- under CSR activity with respect toCOVID-19 pandemic under an initiative called 'Hunnar' in the month of July 2020 (whichshall be considered in the Financial Year 2020-2021) towards the unspent amount of Rs.466035/- of previous financial year 2018-2019.

Further report on Corporate Social Responsibility is appended to the report as"Annexure II".

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

Pursuant to the provisions of Section 178 of the Act read with the Rules madethereunder Regulation 19 of the Listing Regulations and on the recommendation of theNomination and Remuneration Committee the Board has adopted a Policy on “Criteriafor appointment of Directors Key Managerial Personnel Senior Management Employees andtheir remuneration.” The salient features of the said Policy are stated in the Reporton Corporate Governance which forms part of this Annual Report.

RISK MANAGEMENT:

The Company has devised and adopted a Risk Management Policy and implemented amechanism for risk assessment and management. The policy is devised to identify thepossible risks associated with the business of the Company assessment of the same atregular intervals and taking appropriate measures and controls to manage mitigate andhandle them. The key categories of risk covered in the policy are Strategic RisksFinancial Risks Operational Risks and such other risks that may potentially affect theworking of the Company.

The Board and the Audit Committee periodically reviews the risks associated with theCompany and recommend steps to be taken to control and mitigate the same through aproperly defined framework.

WHISTLE BLOWER POLICY / VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy / Vigil Mechanism as per the provisionsof Section 177 of the Act and Regulation 22 of the Listing Regulations. The Policyprovides a mechanism for reporting of unethical behavior and frauds made to themanagement. The mechanism provides for adequate safeguards against victimization ofemployees who avail the mechanism and also provides for direct access to the Chairman ofthe Audit Committee in the exceptional cases. The details of the Vigil Mechanism/ WhistleBlower Policy are explained in the Report on Corporate Governance and are also availableon the website of the Company athttps://www.1wision.in/pdf/Vigil-Mechanism-or-Whistle-Blower-Policv.pdf

We affirm that during the financial year 2019-20 no employee or director was deniedaccess to the Audit Committee.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Act is annexed as Annexure I' which forms an integral part ofthis Report. Further pursuant to the provisions of Section 134(3)(a) the extract ofannual return of the Company for the financial year under review shall be made availableon the website of the Company i.e. www.twision.in.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

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

PARTICULARS OF THE EMPLOYEES AND REMUNERATION:

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

The statement containing particulars of employees as required under section 197(12) ofthe Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rule 2014 is provided in this Report as "Annexure III - PartB” 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 partiesduring the financial year were in accordance with the provisions of the Companies Act2013 and the Listing Regulations. All such contracts or arrangements have been approved bythe Audit Committee as applicable.

No material transactions were entered with the related parties during the financialyear under review. Further the prescribed details of related party transaction in FormAOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts)Rules 2014 is given in the "Annexure IV” to this Report.

In accordance with the provisions of Regulation 23 of the Listing Regulations theCompany has formulated the Related Party Transactions Policy and the same is uploaded onthe Company's website at http://www.tvvision.in/pdf/Policv-on-Related-Partv-transaction_done. pdf

SUBSIDIARY ASSOCIATE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:

As on March 312020 the Company has 3 (Three) Subsidiary Companies and 1 (One)Associate Company. The details of the above mentioned Companies are mentioned in Report onCorporate Governance forming part to this Annual Report.

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

The financial highlights of subsidiaries/associate companies and their contribution tothe overall performance of the Company for the year ended March 312020 is statedherewith:-

(In Rs.)

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 0 Nil (11811754) (7917972)
HHP Broadcasting Services Private Limited Wholly owned subsidiary 0 Nil (1093891) (903056)
MPCR Broadcasting Service Private Limited Wholly owned subsidiary 0 Nil (60028) (57058)
Krishna Showbiz Services Private Limited Associate Company 4057799 6616557 (333469890) (331701386)

In accordance with Section 136 of the Act the Audited Financial Statements includingthe Audited Consolidated Financial Statements and related information of the Company areavailable on our website i.e. www.1wision.in.

Due to COVID -19 pandemic and lockdown situation these documents will not be madeavailable for inspection by members at the Registered Office of the Company but shall bemade available on the website of the Company.

During the financial year under review no company ceased to be subsidiary orassociate. The Company does not have joint venture companies as on March 312020.

STATUTORY AUDITORS AND AUDIT REPORT:

Statutory Auditors

M/s. P Parikh & Associates Chartered Accountants were appointed as the StatutoryAuditors of the Company at 11th Annual General Meeting (AGM) held on September25 2018 for a term of 5 (five) consecutive years to audit the books of accounts of theCompany from the F.Y. 2018-19 to F.Y. 2022-23 and who shall hold office from theconclusion of the 11th AGM of the Company till the conclusion of the 16thAGM to be held in the year 2023 at a remuneration as may be agreed upon between the Boardof Directors and the statutory auditors.

The Company has received a written consent and an eligibility certificate from M/s. PParikh & Associates stating that they are willing to act as statutory auditors of theCompany and that their appointment satisfies the criteria as provided under section 141 ofthe Act.

Statutory Auditors Report

Following is the management's reply to the qualification raised by the Statutoryauditor in their report for the financial year under review.

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.

Management Reply : The documents upon which the Company relies for the purpose offinalisation of accounts doesnt 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 dimunition in value of investment is made in books of accounts ason March 312020 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.

Management Reply : Though the present 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 management is of theopinion that keeping in view their long term business synergy and potential no provisionfor diminution in value of investment is made as on March 312020.

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 Development Cost and therefore we are of the opinion thatthe impairment loss of Rs. 1278134460 /- should be provided on all such assets in thebooks of accounts of the Company as on March 31 2020. The assets of the Company areoverstated and net loss for the year ended March 312020 is understated to that extent.

Management Reply:

Management of the company does not anticipate any impairment in the value of IntangibleBusiness and Commercial Rights and related media assets as management consider thatRights/assets can be commercially exploited in different ways to generate the revenue.Management is in continuous process of generating revenue from exploitation of rights indifferent ways. Management estimates that decline in revenue in recent past is temporaryin nature which have potential to get regularized in near future. Management furtherestimates that the said assets during their useful life will be able to generatediscounted 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 theuseful life of assets. The company is in process of forming a technical team ofexperienced persons to estimate the value in use.

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 quarter and period ended March 312020 isunderstated to that extent.

Management Reply:

The Company is not aware of invocation of its Corporate Guarantee and accordingly noprovisions is made for the same.

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.

Management Reply:

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

SECRETARIAL AUDIT AND 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 hadappointed M/s. Shweta Mundra & Associates Practicing Company Secretaries (CP Number:15387) as the Secretarial Auditors to conduct Secretarial Audit of the Company for thefinancial year 2019-20. The Secretarial Audit Report for the financial year 2019-20 isappended to this report as "Annexure V.

Following are the management's reply to the qualifications raised by the Secretarialauditor in their report for the financial year under review:

1. The Company has not appointed Internal Auditors during the period under review asrequired under Section 138 of the Act.

Management Reply:

The Company is in process of appointing an appropriate candidate for the said position.

2. The Company does not have a Chief Financial Officer for the period from 01.04.2019to 18.04.2019 under review as is required under Section 203 of the Companies Act 2013.The Company has appointed a CFO with effect from 18.04.2019.

Management Reply:

The Company had appointed Mr. Santosh Thotam Chief Financial Officer of the Companyw.e.f April 18 2019.

3. During the year under review the Company has not spent the complete amount as hasbeen mandated on CSR activities

under Section 135 of the Companies Act 2013 which has been pending related to previousyear i.e. FY 2018-19. Later the Company has spent INR 5 Lakh with respect to COVID-19pandemic under an initiative called 'Hunar'.

Management Reply:

The Company has spent INR 5 Lakh under CSR activity with respect to Covid 19 pandemicunder an initiative called 'Hunnar' in the month of July 2020.

Pursuant to circular No. CIR/ CFD/ CMD1/ 27/ 2019 dated February 8 2019 issued bySecurities and Exchange Board of India (SEBI) the Company has obtained SecretarialCompliance Report from M/s Shweta Mundra & Associates Practicing Company Secretaries(COP - 15387) on compliance of all applicable SEBI Regulations and circulars / guidelinesissued thereunder and the copy of the same is submitted to the Stock Exchanges within theprescribed due date.

MAINTAINENCE OF COST RECORDS:

Pursuant to the provisions of Section 148(1) of the Act the government has notprescribed maintenance of the cost records in respect of services dealt with by theCompany. Hence the prescribed section for maintenance of cost records is not applicableto the company during the year under review.

INTERNAL AUDIT:

Pursuant to the provisions of Section 138 of the Act the Company is required toappoint an internal auditor. Despite of constant efforts the Company could not identify asuitable candidate to be appointed as internal auditor of the Company. However theCompany is making rigorous efforts to search for suitable candidate for the said position.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

The Audit Committee in co-ordination with the Board evaluates the Internal FinancialControl Systems and strives to maintain the appropriate Standards of Internal FinancialControl. The details in respect of internal financial control and their adequacy areincluded in the Management Discussion & Analysis Report which forms part of thisAnnual Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS 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 thegoing concern status of the Company or will have any bearing on Company's operations infuture.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTRELATES AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year 2019-20 to which this financial statementsrelates and the date of this Annual Report.

REPORT ON CORPORATE GOVERNANCE:

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

a. Management Discussion and Analysis Report (Annexure VI);

b. Report on Corporate Governance (Annexure VII);

c. Declaration on Compliance with Code of Conduct;

d. Certificate from Practicing Company Secretary that none of the Directors on theboard of the company have been debarred or disqualified from being appointed or to act asdirector of the Company;

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

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

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

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

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to Section 134(3)(m) of the Act read with the Rule 8 of the Companies(Accounts) Rules 2014 details regarding Conservation of Energy Technology AbsorptionForeign 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 arenot much energy intensive. However the Company continues to implement prudent practicesfor saving electricity and other energy resources in day-to-day activities.

b) Steps taken by the Company for utilizing alternate sources of energy - Though theactivities undertaken by the Company are not much energy intensive the Company shallexplore 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 forthe business has been absorbed.

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

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

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

C. Foreign Exchange earnings

Particulars Year ended March 312020 Year ended March 312019
Foreign Exchange earned - 20.38

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3) (c) of the Act the Board of Directorsstate and confirm that:

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

b. the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe loss of the Company for that period;

c. the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 theCompany and that such internal financial controls are adequate and were operatingeffectively; and

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

COMPLIANCE WITH SECRETARIAL STANDARDS:

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

ACKNOWLEDGEMENT:

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

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

The Directors regret the loss of life due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic.

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

For and on behalf of the Board of Directors
Markand Adhikari
Chairman & Managing Director
DIN: 00032016
Place: Mumbai
Date: August 12 2020

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