tv vision ltd Directors report

To,

The Members, TV VISION LIMITED

Your Directors are pleased to present the 16 Annual Report together with the Audited (Standalone and Consolidated) Financial Statements of the Company for the Financial Year ended March 31, 2023.

FINANCIAL HIGHLIGHTS:

	Standalone		Consolidated
Particulars	Year ended March 31, 2023	Year ended March 31, 2022	Year ended March 31, 2023	Year ended March 31, 2022
1 Revenue from operations	7,126.92	8,025.75	7,126.92	8,025.75
2 Other income	4.36	5.91	22.72	6.56
3 Profit/(loss) before Depreciation & Amortization	68.89	(473.56)	23.23	(474.61)
Expenses, Finance Cost
4 Less: Depreciation and Amortization Expenses	1,880.68	2,475.65	1,880.68	2,475.65
5 Less: Finance Cost	136.69	196.44	136.72	196.47
6 Profit/ (Loss) before Tax	(1,948.48)	(3,145.66)	(1,994.17)	(3,146.74)
7 Less: Tax Expenses
Current Tax	-	-	-	-
MAT Credit Entitlement	-	-	-	-
Deferred Tax	-	-	-	-
Short / Excess income tax of previous years	1.17	(2.23)	1.17	(2.23)
8 Profit/ (Loss) after tax	(1,949.65)	(3,143.42)	(1,995.34)	(3,144.50)
9 Add: Share of Profit/(Loss) in Associate	-	-
10 Other Comprehensive Income	(36.69)	3.66	(36.69)	3.66
11 Total Comprehensive Income for the period	(1,986.35)	(3,139.77)	(2,032.03)	(3,140.85)
12 Earnings per Share
Basic	(5.31)	(8.96)	(5.43)	(8.96)
Diluted	(5.03)	(8.11)	(5.15)	(8.12)

The Audited (Standalone & Consolidated) Financial Statements of the Company for the Financial Year ended March 31, 2023 have been prepared in accordance with the Indian Accounting Standards prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder, IND AS and other accounting principles generally accepted in India.

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

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

REVIEW OF OPERATIONS & STATE OF COMPANYS AFFAIRS:

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

Despite of difficult market conditions, the Company could generate Revenue from operations of Rs. 7,126.92/- Lakhs as against Rs. 8,025.75/- Lakhs in the previous Financial Year on standalone basis. However, there is a loss before tax of Rs. 1,948.28/- Lakhs as against loss before tax of Rs. 3,145.66/- Lakhs in previous Financial Year on standalone basis. The Loss after tax is as Rs. 1,949.65/- against loss after tax of Rs. 3,143.42/- Lakhs of the previous Financial Year on standalone basis.

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

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

SHARE CAPITAL:

The paid-up Equity Share Capital as on March 31, 2023 was Rs.36.74 crores divided into 3,67,44,500 Equity Shares of Rs. 10/- each. 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 2022-23.

The Company had allotted 20,00,000 (Twenty Lakhs) Warrants on a preferential issue basis to Sri Adhikari Brothers Assets Holding Private Limited, an entity under Promoter Group with an option to convert the same into 20,00,000 Equity Shares at a price (including the warrant subscription price and the warrant exercise price) of Rs. 10/- each, within a period of 18 months from the

th

date of allotment of warrants i.e. February 28, 2022, as per the terms and conditions approved in the 14 (Fourteenth) Annual General Meeting (“AGM”) held on Saturday, September 18, 2021. The Company had also obtained in-principle approval from BSE Limited and the National Stock Exchange of India Limited.

Accordingly, the Company had received an application from Sri Adhikari Brothers Assets Holding Private Limited, (warrant holder) for conversion of 20,00,000 warrants of Rs. 10/- each of the Company into 20,00,000 Equity Shares of Rs. 10/- each of the Company. Subsequently, the Company has allotted 20,00,000 (Twenty Lakhs) Equity Shares pursuant to the conversion of 20,00,000 (Twenty lakhs) Warrants on July 06, 2023. And, the Company has now made the listing application with the Stock Exchanges for the aforesaid shares.

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

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

DIVIDEND:

In the event of losses, our directors do not recommend any dividend for the Financial Year 2022-23.

CHANGE IN THE NATURE OF BUSINESS:

During the Financial Year under review, there was no change in the nature of business.

TRANSFER TO RESERVES:

During the Financial Year under review, no amount was transferred to Reserves.

PUBLIC DEPOSITS:

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The Board as on March 31, 2023 comprises of 6 (Six) Directors out of which 4 (Four) are Independent Directors whereas 1 (One) is Executive Director and 1 (One) is Non-Executive Non Independent Director. The composition of the Board of Directors is as follows:

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

Key Managerial Personnel (KMP):

Pursuant to the provisions of Section 203 of the Act, the following continue to be the Key Managerial Personnel of the Company as on March 31, 2023:

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

Retirement by rotation:

In accordance with the provisions of Section 152 of the Act read with the Companies (Management and Administration) Rules, 2014 and in accordance with the Articles of Association of the Company, Mrs. Latasha Jadhav (DIN: 08141498), Non-Executive Director of the Company, who is liable to retire by rotation at the ensuing Annual General Meeting (AGM), being eligible, offers herself for re-appointment. The Board recommends the re-appointment of Mrs. Latasha Jadhav as Director of the Company.

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

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

Declaration from Independent Directors:

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

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

Remuneration to Non-Executive Directors:

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

DIRECTORS RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

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

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

The Independent Directors met on February 04, 2023 without the presence of other directors or members of Management. In the meeting, they have reviewed the performance of Non Independent Directors, the Board as a whole and the Chairman. They assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board. The Independent Directors expressed satisfaction over the performance and effectiveness of the Board, individual Non Independent Directors and the Chairman.

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

A formal performance evaluation was also carried out at the meeting of the Board of Directors held on May 29, 2023 where the Board made an annual evaluation of its own performance, the performance of Directors individually as well as the evaluation of the working of its various Committees for the Financial Year 2022-23 on the basis of a structured questionnaire on performance criteria. The Board expressed its satisfaction with the evaluation process.

MEETINGS OF THE BOARD OF DIRECTORS:

The Board met on various occasions to discuss and decide on affairs, operations of the Company and to supervise and control the activities of the Company. During the Financial Year under review, the Board met 4 (Four) times. The details of the composition of the Board, Meetings and the attendance of the Directors at the meetings are provided in the Report on Corporate Governance, forming part of this Report.

COMMITTEES OF THE BOARD:

In compliance with the requirements of the relevant provisions of applicable laws and statutes, as on March 31, 2023, the Company has 3 (Three) committees of the Board viz.:

Audit Committee;

Nomination & Remuneration Committee; and

Stakeholders Relationship Committee

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

Corporate Social Responsibility Committee - The Company was not fulfilling any of the criteria as specified under Section 135 for consecutive 3 financial years and hence was not required to conduct any CSR activities. Further, pursuant to the provision of section 135(9), where the amount to be spent by a company does not exceed fifty lakh rupees, the requirement for constitution of the Corporate Social Responsibility Committee shall not be applicable and the functions of such Committee provided under this section shall, in such cases, be discharged by the Board of Directors of such company.

Accordingly, in the Board of Directors meeting held on May 20, 2022 Corporate Social Responsibility Committee was dissolved.

AUDIT COMMITTEE AND ITS COMPOSITION:

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

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

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

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

RISK MANAGEMENT:

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

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

WHISTLE BLOWER POLICY / VIGIL MECHANISM:

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

We affirm that during the Financial Year 2022-23, no employee or Director was denied access to the Audit Committee.

ANNUAL RETURN:

The Annual Return of the Company for the Financial Year ended March 31, 2023 is available on the Companys website at http://www.tvvision.in/annual-return.php

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES:

The particulars of Loans, Investments, Guarantees and Securities made by the Company, in accordance with the provisions of Section 186 of the Act during the Financial Year 2022-23, has been furnished at the notes to accounts of the Financial Statements forming integral part of this Annual Report.

PARTICULARS OF THE EMPLOYEES AND REMUNERATION:

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

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

In accordance with the provisions of Regulation 23 of the Listing Regulations, the Company has formulated the Related Party Transactions Policy and the same is uploaded on the Companys website at http://tvvision.in/pdf-2022/Policy%20on%20Related%20Party%20transaction_TVVL.pdf.

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

The Company has 3 (Three) Subsidiary Companies and 1 (One) Associate Company as on March 31, 2023. The details of the above mentioned Companies have also been mentioned in Report on Corporate Governance forming part to this Annual Report.

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

The financial highlights of subsidiary/associate companies and their contribution to the overall performance of the Company for the year ended March 31, 2023 is stated herewith:-

Name of Subsidiaries / Associates	Subsidiaries / Associates	Revenue from Operations (Current year)	Revenue from Operations (Previous year)	Profit/(Loss) before/after tax (Current year)	Profit/(Loss) before/after tax (Previous year)
UBJ Broadcasting Private Limited	Wholly owned subsidiary	Nil	Nil	(44,64,597)	(464)
HHP Broadcasting Services Private Limited	Wholly owned subsidiary	Nil	Nil	(58,476)	(57,935)
MPCR Broadcasting Service Private Limited	Wholly owned subsidiary	Nil	Nil	(45,495)	(49,534)
Krishna Showbiz Services Private Limited	Associate Company	Nil	Nil	(17,89,96,508)	(179,003,338)

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

During the Financial Year under review, no Company ceased to be subsidiary or associate or joint venture. The Company does not have any joint venture companies as on March 31, 2023.

STATUTORY AUDITORS AND AUDIT REPORT:

Statutory Auditors

M/s. P. Parikh & Associates, Chartered Accountants (ICAI Firm No. 107564W), were appointed as the Statutory Auditors of the Company for a tenure of 5 (five) years, to hold office from the conclusion of the 11th AGM held on September 25, 2018 until the conclusion of the ensuing AGM.

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

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

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

Qualifications in Statutory Auditors Report

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

(I) Due to defaults in repayment of loans taken from the Banks, the Account of the Company has been classified as Non-Performing Asset by the banks in the previous financial years and the banks have not charged the interest / reversed the unpaid interest charged from the date the account has been classified as Non-Performing. No provision has been made in the books of accounts maintained by the Company for interest / penal interest, if any, on these term loans amounting to about Rs. 1,386.82 Lakhs (exact amount cannot be ascertained) for the year ending March 31, 2023, hence to that extent, finance cost, total loss and current financial liabilities is estimated to be understated by about Rs.1,386.82 Lakhs (exact amount cannot be ascertained) for the year ending March 31, 2023.

Further, no provision for interest / penal interest, if any, on such term loans has been made in books of accounts, from the date the account of the Company has been classified as Non-Performing in the books of those banks. Also, such loan outstanding balances as per books of accounts are subject to confirmation / reconciliation with the balance as per banks as on March 31, 2023. Also, bank balances totaling to Rs. 0.33 Lakhs are subject to confirmation / reconciliation as on March 31, 2023 due to non-availability of bank statements /balance confirmation received from such banks, as represented to us by the Company.

Management Reply:

The documents upon which the Company relies for the purpose of finalisation 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 as on March 31, 2023 even though the fair value of Investment of the Company of Rs. 300 Lakhs in Equity Shares of the Companys Subsidiary Companies i.e. HHP

Broadcasting Services Private Limited, MPCR Broadcasting Services Private Limited, UBJ Broadcasting Private Limited and Rs. 3,012 Lakhs in Companys Associate Company i.e. Krishna Showbiz Services Private Limited, is lower than their cost of acquisition. The loss for the quarter and year ended March 31, 2023 is understated and non-current investments of the Company as on March 31, 2023 are overstated to that extent.

Management Reply:

Though the present value of Investment of the Company of Rs. 300 Lakhs in Equity Shares of the Companys Subsidiaries i.e. HHP Broadcasting Services Private Limited, MPCR Broadcasting Services Private Limited, UBJ Broadcasting Private Limited and Rs. 3012 Lakhs in Companys Associate i.e. Krishna Showbiz Services Private Limited, is lower than their cost of acquisition, management is of the opinion that keeping in view their long term business synergy and potential, no provision for diminution in value of investment is made as on March 31, 2023.

(iii) The aggregate carrying value of Business and Commercial Rights and Channel Development Cost in the books of the Company as on March 31, 2023 is Rs. 5,869.33 Lakhs. There is no revenue generation from monetization of these assets during the quarter and the year ended March 31, 2023 due to which the Company has incurred substantial losses during the quarter and year ended March 31, 2023 and previous financial years. There is a strong indication of impairment in the value of these Business and Commercial Rights and Channel Development Cost and therefore we are of the opinion that the impairment loss of Rs. 5,869.33 Lakhs should be provided on all such assets in the books of accounts of the Company as on March 31, 2023. The assets of the Company are overstated and net loss for the quarter and year ended March 31, 2023 is understated to that extent.

Management Reply:

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

(iv) The Company has not provided for loss allowances on financial guarantee contracts amounting to Rs. 1,159.80 Lakhs (excluding interest / penalty charges, if any) given by the Company on behalf of its related group companies to its secured lenders which is to be recognized as required by Indian Accounting Standard (IND-AS 109). The financial liabilities of the Company and net loss for the quarter and year ended March 31, 2023 is understated to that extent.

Further, as per the information and explanations provided to us by the management, currently a Resolution plan of the Group Company given by Resolution Applicant, which includes the extinguishment of the Corporate Guarantees given by the Company, has been approved by majority of Committee of Creditors of that Group Company and the same is pending for approval before Honble NCLT. The financial impact / disclosure, if any, will be provided by the Company on receiving the final approval of the Resolution Plan from Honble NCLT and on complying with all the terms and conditions of the approved Resolution Plan.

Management Reply:

The Company is not aware of invocation of its Corporate Guarantee and accordingly, no provisions are made for the same.

(v) The Company has not accounted the lease transactions as per requirements of Indian Accounting Standard (IND AS-116) which is applicable from April 1, 2020. The impact, if any, of such non-compliance of IND-AS 116 on the financials of the Company for the year ended March 31, 2023 is unascertainable.

Management Reply:

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

(vi) Inter-Company Related Party outstanding balance with Sri Adhikari Brothers Television Network Limited as on March 31, 2023 is subject to confirmation / reconciliation. The impact, if any, due to non-reconciliation of Inter-Company accounts on the financial statements of the Company as on March 31, 2023 is unascertainable.

Management Reply:

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

(vii) The Company has not provided for Interest expenses on late payment of Carriage Fees and other Operational Cost payable to various vendors whose balances are outstanding as on March 31, 2023 which needs to be accounted as per the applicable Indian Accounting Standards as the same is payable to the vendors as per the agreements entered into with them. Further, the working for such interest expenses on late payment of such expenses has not been made by the Company, due to which the exact amount of provision for interest cannot be ascertained as on March 31, 2023. The financial liabilities of the Company and net loss for the quarter and year ended March 31, 2023, due to non-accounting of provision for interest, are understated to that extent.

Management Reply:

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

SECRETARIAL AUDIT AND ANNUAL SECRETARIAL COMPLIANCE REPORT:

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Shweta Mundra & Associates, Practicing Company Secretaries, (COP: 15387) as the Secretarial Auditors to conduct Secretarial Audit of the Company for the Financial Year 2022-23. The Secretarial Audit Report for the Financial Year 2022-23 is appended to this report as “Annexure IV”.

Following were the qualifications of the Secretarial Auditors of the Company alongwith the reply of the Management of the Company

1. The Company is in receipt of adjudication order imposing penalty under Section 15HB of Securities and Exchange Board of India Act, 1992 and under Section 15G and Section 23H of Securities Contract (Regulation) Act, 1956. SEBI has passed an Adjudication order dated March 31, 2023 in the said matter imposing a penalty on TV Vision Limited under Section 15HB of Securities and Exchange Board of India Act, 1992 under Regulation 30 (6) of SEBI (LODR) Regulations, 2015 & Clause 1 and 4 of Schedule A read with Regulation 8(1) of SEBI PIT) regulations 2015.

Management Reply:

The Company has already paid the penalty imposed on May 10, 2023.

2. The Adjudication order dated March 31, 2023 was also passed against Mr. Markand Adhikari, Chairman & Managing Director of the Company under Section 15G and Section 23H of Securities Contract (Regulation) Act, 1956 for violation of Section 12A (e) of SEBI Act, 1992, Regulation 3(1) of SEBI (Prohibition of Insider Trading) Regulation 4(2) (f) (8) of SEBI (LODR) Regulations, 2015.

Management Reply:

Mr. Markand Adhikari, Chairman & Managing Director of the Company has paid penalty imposed on him on July 28, 2023.

Pursuant to circular No. CIR/ CFD/ CMD1/ 27/ 2019 dated February 08, 2019, issued by Securities and Exchange Board of India, the Company has obtained Annual Secretarial Compliance Report for the Financial Year 2022-23, from M/s. Shweta Mundra & Associates, Practicing Company Secretaries (COP: 15387) on compliance of all applicable SEBI Regulations and circulars / guidelines issued thereunder and the copy of the same has been submitted to the Stock Exchanges within the prescribed timeline.

MAINTAINENCE OF COST RECORDS:

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

INTERNAL AUDITOR:

Pursuant to provisions of Section 138 read with rules made thereunder, M/s. Bhavesh Vora & Associates, Chartered Accountants, Mumbai, (FRN: 0113805W) was appointed as an Internal Auditors of the Company for the Financial Year 2022-23 to check the internal controls and functioning of the activities and recommend ways of improvement.

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

M/s. Bhavesh Vora & Associates, Chartered Accountants has resigned as the Internal Auditor of the Company w.e.f August 11, 2023.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

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

PREVENTION OF INSIDER TRADING:

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

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

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

REPORT ON CORPORATE GOVERNANCE:

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

a. Management Discussion & Analysis Report (Annexure I); b. Report on Corporate Governance (Annexure V); c. Declaration on Compliance with Code of Conduct;

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

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

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

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

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

No material changes and commitments affecting the financial position of the Company occurred between the end of the Financial Year 2022-23 to which this financial statements relates and the date of this Annual Report.

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

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

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

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

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

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

A. Conservation of Energy

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

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

c) The capital investment on energy conservation equipment Nil.

B. Technology Absorption

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

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

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

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

C. Foreign Exchange earnings and Outgo:

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

Particulars	March 31, 2023	March 31, 2022
Foreign Exchange Earnings	53,47,053	65,01,039
Foreign Exchange Outgo	-	-

COMPLIANCE WITH SECRETARIAL STANDARDS:

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

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

No application made and no such proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the Financial Year 2022-23.

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

No such valuation has been done during the Financial Year 2022-23.

ACKNOWLEDGEMENT:

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

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

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

	For and on behalf of the Board of Directors
	Markand Adhikari
Place: Mumbai	Chairman & Managing Director
Date: August 11, 2023	DIN: 00032016