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TV Vision Ltd.

BSE: 540083 Sector: Media
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OPEN 3.65
52-Week high 17.40
52-Week low 2.25
Mkt Cap.(Rs cr) 13
Buy Price 3.65
Buy Qty 1998.00
Sell Price 3.65
Sell Qty 2.00
OPEN 3.65
CLOSE 3.83
52-Week high 17.40
52-Week low 2.25
Mkt Cap.(Rs cr) 13
Buy Price 3.65
Buy Qty 1998.00
Sell Price 3.65
Sell Qty 2.00

TV Vision Ltd. (TVVISION) - Director Report

Company director report


The Members

TV Vision Limited

Your Directors to present the 11th Annual Report together with theStandalone and Consolidated Audited Financial Statements of the Company for the FinancialYear ended on March 312018.


(Rs. in Lakhs)



Particulars Year ended March 31 2018 Year ended March 31 2017 Year ended March 31 2018 Year ended March 31 2017
1 Total Revenue (Net) 12304.47 17559.43 12346.26 17638.70
2 Profit before Depreciation & Amortization Expenses
Finance Cost 2533.44 5075.10 2524.36 5084.00
3 Less: Depreciation and Amortization Expenses 2774.00 2114.40 2774.00 2114.40
4 Finance Cost 957.30 1678.02 957.32 1678.46
5 Profit/ (Loss) before Tax (1197.85) 1282.68 (1206.96) 1291.15
6 Less: Tax Expenses
Current Tax - 259.67 - 262.34
MAT Credit Entitlement - (259.67) - (259.67)
Deferred Tax 556.36 413.25 556.09 413.25
7 Profit/ (Loss) after tax (1754.22) 869.44 (1763.05) 874.95
8 Other Comprehensive Income (39.87) (5.32) (39.87) (5.32)
9 Total Comprehensive Income for the period (1794.09) 864.11 (3244.76) 874.27
10 Earnings per Share (Basic & Diluted) (5.02) 2.49 (5.05) 2.50

The Good and Service Tax (GST) has been implemented with effect from July 12017. Asper Indian Accounting Standards (IND AS) 18 the revenue for the year March 312018 isreported net of GST.

Company has adopted IND AS which is applicable to the Company w.e.f. April 01 2017. Asper the SEBI Circular CIR/CFD/FAC/62/2016 dated July 05 2016 the Company has alsoprovided IND AS Compliant Financial Results for the year ended March 312017.

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 which forms part of the 11th AnnualReport.

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


During the year under review the Company earned a total revenue of Rs. 12304.47 lakhsas against Rs.17559.43 lakhs in the previous financial year. The Loss before tax is Rs.1197.85 lakhs as against Profit before tax Rs. 1282.68 lakhs previous financial year.The Loss after tax is Rs. 1754.22 lakhs as against Profit after tax Rs. 869.44 lakhs ofthe previous financial year.

During the year under review performance of the Company got impacted due to variousreasons and Company has witnessed reduction / drop in operations of the Company due towhich Company could not make timely repayment of loans to banks and hence the banks haveclassified the Company's account as "Non-Performing Assets (NPA)". Further theCompany has submitted resolution plan to the bank which is under consideration.

The Board of Directors are taking all the steps to revive the performance of theCompany.


There was no change in Share Capital of the Company during the Financial Year 2017- 18.


In the event of losses during the year under review your directors do not recomend anydividend for the financial year 2017-18 CHANGE IN THE NATURE OF BUSINESS:

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


During the year under review the Company has not accepted any deposits within themeaning of Section 73 and 76 of the Companies Act 2013 ("the Act") read withthe Companies (Acceptance of Deposits) Rules 2014.


During the year review the Company lost its beloved leader Mr. Gautam AdhikariPromoter Director Chairman & Whole time Director of the Company who passed away onOctober 27 2017. Mr. Gautam Adhikari was known as one of the pioneers of IndianTelevision & Media Industry. The Company places its gratitude for his valuablecontribution guidance which lead the company to the path of growth during his tenure asChairman and Director of the Company.

Further following Directors / Key Managerial Personnel resigned from the Company duringthe year under review:-

1. Mrs. Sandhya Malhotra (DIN: 06450511) Independent Director w.e.f. close ofbusiness hours of November 29 2017;

2. Mr. Pritesh Rajgor (DIN: 07237198) Independent Director w.e.f. close of businesshours of December 19 2017;

3. Mr. Prasannakumar Gawde (DIN: 01456510) Independent Director w.e.f. close ofbusiness hours of March 26 2018

4. Mr. Anand Shroff Chief Financial Officer Vice President- Finance & Accountsw.e.f. close of business hours of October 30 2017;

5. Ms. Nirali Shah Company Secretary and Compliance Officer of the Company w.e.f.close of business hours of January 312018.

The Board expresses its appreciation for the valuable guidance contributed to theCompany by the resigning Directors Chief Financial Officer and Company Secretary &Compliance Officer.


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) Managing Director of the Company retires by rotation at the ensuing AnnualGeneral Meeting (AGM) and being eligible has offered himself for re-appointment. TheBoard recommends the reappointment of Mr. Markand Adhikari as Director of the Company tothe shareholders in the ensuing AGM.

During the year under review on recomendation of Nomination and Remuneration committeeof the Company Dr. Ganesh P Raut (DIN: 08047742) Mr. Umakanth Bhyravajoshyulu (DIN:08047765) and Mr. M Soundara Pandian (DIN:07566951) were appointed as Additional(Independent) Directors on the Board of the Company w.e.f. January 17 2018 for a term of5 (five) consecutive years subject to the approvals of the members of the Company.

The Board of Directors on recommendation of Nomination and Remuneration Committeeappointed Ms. Nishita Nagrecha as Company Secretary and Compliance Officer of the Companyw.e.f March 16 2018.

Your Board recommends appointment of Dr. Ganesh P Raut Mr. Umakanth Bhyravajoshyuluand Mr. M Soundara Pandian as Independent Directors of the Company to the shareholders ofthe Company at the ensuing Annual General Meeting of the Company for a period of 5consecutive years who shall not be liable to retire by rotation.

The tenure of Mr. Markand Adhikari Managing Director of the Company expired on May312018. Upon recommendation of the Nomination & Remuneration Committee the Board ofDirectors at its meeting held on May 30 2018 re-appointed Mr. Markand Adhikari asManaging Director of the Company for a further period of 3 (Three) years w.e.f. June012018 to May 312021 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.

Mrs. Latasha L. Jadhav has been appointed as a Woman Director (Additional Non-Executive) of the Company w.e.f May 30 2018 subject to the approval of the members ofthe Company in the ensuing Annual General Meeting.

Your Directors recommends the appointment of the Mrs. Latasha L. Jadhav as Directors onthe Board of the Company to the shareholders.

As stipulated under the Regulation 36(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") and SecretarialStandards on General Meetings (SS-2) issued by the Institute of Company Secretaries ofIndia (ICSI) brief resume of the Directors proposed to be appointed / re- appointed isgiven in the Notice convening the ensuing AGM dated August 13 2018.

The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of Independence as prescribed under Section 149(6)of the Act and Regulation 16(1)(b) of the Listing Regulations.

The Company has received Notices in writing by the appointee directors as requiredunder Section 160 of the Act signifying their candidature as the Director(s) of theCompany.


Pursuant to the applicable provisions of the Act read with Schedule IV to the Act andRegulation 17 of the Listing Regulations the Board of Directors has put in place aprocess to formally evaluate the effectiveness of the Board along with performanceevaluation of each Director to 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 as a whole wasdone by Independent Directors for the financial year 2017-18. The Board has also carriedout evaluation of the working of its Audit Stakeholders Relationship and Nomination andRemuneration Committee. The criteria devised for performance evaluation consists ofmaintaining confidentiality maintaining transparency participation in company meetingsmonitoring compliances sharing the knowledge and experience for the benefit of theCompany.


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 year underreview the Board met 8 (Eight) 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.


In compliance with the requirements of the relevant provisions of the Act and theListing Regulations the Company currently has 4 (four) committees of the Board viz.:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders Relationship Committee;

• Corporate Social Responsibility Committee.

During the year under review the Committee has been re-constituted. The revisedcomposition along with details of terms of reference meetings and attendance at themeetings held during the year are provided in the Report on Corporate Governance formingpart of this Annual Report.


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 isgiven in the Report on Corporate 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.


In accordance with the provisions of Section 92(3) of the Act and the Rules framedthereunder an Extract of Annual Return in the prescribed Form MGT 9 is appended to thisReport as "Annexure I".


Pursuant to the provisions of Section 135 of the Act and the Rules made thereunder theCompany had duly constituted the Corporate Social Responsibility Committee (CSR Committee)in the Company. Further it was duly reconstituted during the year on January 17 2018. Aspart of its initiatives under CSR the Company is in the process of identification ofvarious projects in accordance with Schedule VII to the Act and shall incur the requiredexpenditure in accordance with the Act and the Rules made thereunder. Further the reporton Corporate Social Responsibility is appended to the report as "Annexure II".


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 Remuneration Policy are stated inthe Report on Corporate Governance which forms part of this Annual Report.


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 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.


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 of the mechanism and also provides for direct access to the Chairmanof the Audit Committee in the exceptional cases. The details of the Whistle Blower Policy/ Vigil Mechanism are explained in the Report on Corporate Governance and are alsoavailable on the website of the Company atHREF="">

We affirm that during the financial year 2017-18 no employee or director was deniedaccess to the Audit Committee.


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.


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".

During the year under review no employee was in receipt of remuneration exceeding thelimits as prescribed under provisions of Section 197 of the Act read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Otherinformation under the said provisions is appended to the report as "Annexure III -Part B".


All the transactions with the related parties during the year under review were inthe ordinary course of the business and on arm's length basis and the same are beingreported in the Notes to the Financial Statements. No material transactions were enteredwith the related parties during the year under review. Accordingly the disclosure ofRelated Party Transactions as required under Section 134(3) of the Act in Form AOC 2 isnot applicable.

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 atHREF=""> .


As on March 312018 the Company has 3 (Three) Subsidiary Companies and 1 (One)Associate Company. The details of the said Companies are mentioned in Report on CorporateGovernance forming part to this Annual Report.

During the year under review the Board of Directors reviewed the affairs of thesubsidiaries and associate Companies. In accordance with Section 129(3) of the Act wehave prepared Consolidated Financial Statements of the Company its subsidiary andassociate Company which forms part of this Annual Report. Further a statement containingthe salient features of the Financial Statements of the subsidiaries and associate companyin the prescribed format Form AOC-1 is forming part of Financial Statements. The statementalso provides the details of performance financial positions of the subsidiaries andassociate companies.

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. These documents will also be made availablefor inspection at the Registered Office of the Company during business hours on allworking days and up to the date of AGM.


Statutory Auditors

M/s. A.R. Sodha & Co. Chartered Accountants Mumbai (FRN: 110324W) the Statutory(retiring) Auditors of the Company will retire by rotation and hold office till theconclusion of the ensuing Annual General Meeting of the Company.

As per the provisions of Section 139 140(4)(i) of the Act the Board of the Directorsas recommended by the Audit Committee has recommended the appointment of M/s P Parikh& Associates Chartered Accountants (FRN 107564W) as the Statutory Auditors of theCompany in the place of the retiring auditors for a term of 5 (five) consecutive yearsto audit the books of accounts of the Company from the F.Y. 2018-19 to F.Y. 2022-23 whoshall hold office from the conclusion of the 11th Annual General Meeting of theCompany till the conclusion of the 16th Annual General Meeting to be held inthe financial year ending 2023 at a remuneration as may be agreed upon between the Boardof Directors and the Statutory Auditors for F.Y. 2018-19 to F.Y. 2022-23.

Statutory Auditors Report

1) Details of Audit Qualification: Non Provision of Interest on loan:

Due to defaults in repayment of dues company's accounts has been classified as nonperforming by the banks. One of the banks has not charged the interest from the dateaccounts has been classified as non performing and has reversed the unpaid interest in theloan account. No provision has been made for interest on this loan and to that extentfinance cost total loss and current financial liability is estimated to be understatedapproximately by Rs. 672.16 Lakhs.

Managements reply:

During the year under review due to various market conditions and business scenariothe performance of the Company has been impacted as a result the Company has made defaultin repayment for dues. Accordingly the accounts of the Company became NPA. Company hasfurther submitted its resolution plan to banks which is under consideration with thebanks effect of the same will be given when resolution plans with bank is finalized.

2) Details of Audit Qualification: Non Provision for Impairment of Investment inassociate

Performance of the Company's associate concern Krishna Showbiz Services Private Limited"KSPL" in which the Company has an investment of Rs. 3012 Lakhs issignificantly lower than the expected during the financial year and it has reduced itsoperational activity significantly during the later part of the financial year. Also thereis impairment indication with respect to intangible assets held by the associate. Theassociate has incurred loss of Rs. 3003.84 Lakhs during the Financial year.

The above performance reduction in operation activity and impairment indicationrelated to intangible assets indicate the impairment in the value of the Investment. Inthe absence of working for impairment we are unable to quantify the amount of impairmentprovision required and its possible effects on the financial statements.

Managements reply:

Management of the Company does not anticipate an immediate impairment in the value ofits investment in the Associate Company keeping in view their long term business synergyand potential. However Management is in process of appointing a team of experiencedpersons to value the same.

Further during the year under review the Auditor had not reported any fraud underSection 143(12) of the Act therefore no detail is required to be disclosed under Section134(3)(ca) of the Act.


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. Pankaj Nigam & Associates Company Secretaries as the SecretarialAuditors to conduct Secretarial Audit of the Company for the Financial Year 2017 -18 inits Board Meeting held on February 13 2018. The Secretarial Audit Report for theFinancial Year 2017-18 is appended to this report as "Annexure IV".

During the year under review following were the qualifications of the SecretarialAuditors of the Company alongwith the reply of the Management of the Company:

1. During the year under review the Women (Independent) Director of the Company hadresigned we.f closure of business hours on November 29 2017. Accordingly the Board ofDirectors does not have a Women Director which is mandatory under the provisions ofSection 149 of the Act and Regulation 17 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 from November 30 2017; However a new Women Director hasbeen subsequently appointed w.e.f May 30 2018 i.e. after the closure of the Financialyear ended March 312018.

Management Reply: Mrs. Latasha L. Jadhav was appointed as a Non -Executive AdditionalWomen Director of the Company w.e.f May 302018 .

2. The Chief Financial Officer of the Company has resigned w.e.f close of businesshours of October 30 2017 and the Company is yet to fill the said vacancy which ismandated under section 203 of the Act.

Management Reply: The Company is in the process of appointing a suitable person for thesaid post.

3. the Internal Auditors of the company have resigned with effect from November 082017 and the company is yet to fill the said vacancy;

Management Reply: The Company is in the process of appointing a suitable person for thesaid post.

4. The Company has not spend amount required on CSR activities as has been mandatedunder Section 135 of the Act read with the relevant Rules; However as per the Managementthe Company is in the process to identify the appropriate project where the CSR amount canbe spend.

Management Reply: The Company is actively looking for areas where CSR Funds can bespent and as soon as it identifies any projects / initiatives it will spend the entireunspent amount.


Mr. Hari Narayanan Internal Auditor of the Company resigned w.e.f. November 8 2017.Mr. Hari Naryanan has submitted his report for the quarter ended June 30 2017 andSeptember 30 2017 and based on the report of internal audit management has undertakencorrective actions in the respective areas and strengthened the levels of InternalFinancial and other operational controls. Accordingly the Company is in the process ofidentifying and appointing a new Internal Auditor for the Company.


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 are

included in the Management Discussion & Analysis which forms part of this AnnualReport.


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.


No material changes and commitments affecting the financial position of the Companyoccurred between the end of the Financial Year 2017-18 to which this financial statementsrelate and the date of this Annual Report.


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:

• Management Discussion and Analysis (Annexure V);

• Report on Corporate Governance (Annexure VI);

• Declaration on Compliance with Code of Conduct;

• Auditors' Certificate regarding compliance of conditions of CorporateGovernance.


The Company has adopted a Policy on prevention prohibition and Redressal of sexualharassment at workplace in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder. TheCompany has constituted an Internal Complaint Committee under Section 4 of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. Therewas no complaint received by committee on sexual harassment during the year under review.


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 energy intensive. However Company continues to implement prudent practices for savingelectricity 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 energy intensive the Company shall explorealternative 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 and Outgo

Particulars Year ended 31st March 2018 Year ended 31st March 2017
Foreign Exchange earned 25.70 34.71
Foreign Exchange used - 3.57


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. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 312018 and of the loss of the Companyfor that period;

c. they 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. 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 andthat such internal financial controls are adequate and were operating effectively; and

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


The Company has devised proper systems to ensure compliance with the applicableSecretarial Standards issued by the Institute of Company Secretaries of India and theCompany has complied with all the applicable provisions of the same during the year underreview.


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.

For and on behalf of the Board of Directors
Markand Adhikari
Place: Mumbai Managing Director
Date: August 13 2018 DIN: 00032016