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Information Memorandum September 08, 2016 TV VISION LIMITED Our Company Was Originally Incorporated As “TV Vision Private Limi

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Information Memorandum September 08, 2016 TV VISION LIMITED Our Company Was Originally Incorporated As “TV Vision Private Limi Information Memorandum September 08, 2016 TV VISION LIMITED Our Company was originally incorporated as “TV Vision Private Limited” on July 30, 2007 under the Companies Act, 1956 with the Registrar of Companies, Mumbai. Our Company was converted into a Public Limited Company vide fresh certificate of incorporation dated June 23, 2011 and consequently the name of our Company was changed to “TV Vision Limited”. The Corporate Identification Number (CIN) of our Company is U64200MH2007PLC172707. Registered Office: 4th Floor, Adhikari Chambers, Oberoi Complex, New Link Road, Andheri (West),Mumbai-400053, Maharashtra Tel. No.: +91-22- 40230000; Fax No.: +91-22- 26395459; Website: www.tvvision.in; Email: [email protected] Contact Person: Mr. Anand Shroff, Chief Financial Officer INFORMATION MEMORANDUM FOR LISTING OF 34944500 EQUITY SHARES OF RS 10/- EACH OF TV VISION LIMITED (“THE COMPANY”) NO EQUITY SHARES ARE PROPOSED TO BE SOLD OR OFFERED PURSUANT TO THE INFORMATION MEMORANDUM OUR PROMOTERS: MR. GAUTAM NAVNITLAL ADHIKARI & MR.MARKAND NAVNITLAL ADHIKARI GENERAL RISKS Investment in equity and equity - related securities involve a degree of risk and investors should not invest in the equity shares of the Company unless they can afford to take risk of losing part or all of their investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in the equity shares of the Company. For taking an investment decision, investors must rely on their own examination of the Company including the risk involved. ABSOLUTE RESPONSIBILITY OF THE COMPANY The Company having made all reasonable inquiries, accepts responsibility for and confirms that the Information Memorandum contains all information with regard to our company, which is material, and that the information contained in the Information Memorandum is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no facts, the omissions of which makes the Information Memorandum as a whole or any of such information or the expression of any such opinions misleading in any material respect. LISTING The Equity shares of our Company are proposed to be listed on the BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE” and “together the Stock Exchanges”). Our Company has submitted the Information Memorandum with BSE & NSE and the same has been made available on our Company’s website viz. www.tvvision.in. The Information Memorandum would also be made available on the website of BSE (www.bseindia.com) and NSE (www.nseindia.com) Registrar and Share Transfer Agent Sharex Dynamic (India) Private Limited Unit no.1, Luthra Ind.Premises, Safed Pool, Andheri Kurla Road, Andheri (East), Mumbai – 400072 Contact Person: Mr. Ajit kumar Tel: 022-28515606/5644;Fax: 022-28512885 Website: [email protected] ;SEBI Regn No: INR000002102 1 TABLE OF CONTENTS PARTICULARS Page No SECTION I – GENERAL 3 DEFINITIONS AND ABBREVIATIONS 3 CURRENCY OF PRESENTATION 7 CERTAIN CONVENTIONS, USE OF MARKET DATA 7 FORWARD LOOKING STATEMENTS 8 SECTION II - RISK FACTORS 9 SECTION III – INTRODUCTION 20 SUMMARY OF INDUSTRY 20 SUMMARY OF OUR BUSINESS 22 SUMMARY OF FINANCIAL INFORMATION 24 GENERAL INFORMATION 32 CAPITAL STRUCTURE 36 COMPOSITE SCHEME OF AMALGAMATION AND ARRANGEMENT 15 STATEMENT OF POSSIBLE TAX BENEFITS 52 SECTION IV - ABOUT THE COMPANY 63 INDUSTRY OVERVIEW 63 BUSINESS OVERVIEW 67 KEY REGULATIONS AND POLICIES 75 HISTORY AND CERTAIN CORPORATE MATTERS 79 OUR MANAGEMENT 86 OUR PROMOTERS 95 OUR GROUP COMPANIES 99 DIVIDEND POLICY 110 RELATED PARTY TRANSACTIONS 111 SECTION V- FINANCIAL INFORMATION 112 FINANCIAL STATEMENTS 115 FINANCIAL INDEBTEDNESS 191 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 195 OF OPERATIONS SECTION VI – LEGAL AND OTHER INFORMATION 201 OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS 201 GOVERNMENT AND OTHER APPROVALS 209 OTHER REGULATORY AND STATUTORY DISCLOSURES 215 SECTION VII – MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION 218 SECTION IX – OTHER INFORMATION 270 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION 270 DECLARATION 271 2 SECTION I – GENERAL Definitions, Abbreviations and Industry Related Terms Unless the context otherwise indicates or implies, the following terms have the following meanings in this Information Memorandum and references to any statute or regulations or policies shall include amendments thereto, from time to time: Definitions Terms Description “TV Vision Limited” or TV Vision Limited, a public limited company incorporated under the “TV Vision” or “the Companies Act,1956 having its registered office at 4th Floor, Adhikari Company” or “TVL” or Chambers, Oberoi Complex, New Link Road, Andheri (West), Mumbai- “Our Company” 400053, Maharashtra “We” or “us” or “our” Unless the context otherwise requires, refers TV Vision Limited Conventional and General Terms/ Abbreviations Terms Description Act or Companies Act The Companies Act, 1956, as amended (without reference to the sections thereof that have ceased to have effect upon notification of sections of the Companies Act, 2013) (the “Companies Act, 1956”) read with the applicable provisions of the Companies Act, 2013, to the extent notified and in effect (the “Companies Act, 2013”), and together with the Companies Act, 1956, the “Companies Act”) including the rules made thereunder. Articles/ Articles of Articles of Association of TV Vision Limited, as amended from time to Association/AOA time. Auditors / Statutory The Statutory Auditors of our Company, M/s. A.R. Sodha & Co., Chartered Auditor Accountants. Audit Committee The Audit Committee of our Board of Directors Broadcasting Business Broadcasting Business Undertaking as defined under the Composite Undertaking/Broadcasting Scheme of Amalgamation and Arrangement. Business Board of Directors/Board The Board of Directors of our Company or a duly constituted committee thereof Demerged Companies SABTNL , UBJ, HHP & MPCR Demerger Appointed Date January 15,2016 Director(s)/ our Directors The Director(s) of TV Vision Limited, unless otherwise specified Depositories Act The Depositories Act, 1996, as amended from time to time Depository/Depositories A depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996, as amended from time to time, in this case being NSDL and CDSL Information This document dated September 8,2016 filed with BSE and NSE and Memorandum / IM referred to as Information Memorandum Effective Date January 15,2016 Equity Shares Equity Shares of our Company of face value of Rs 10/- each unless otherwise specified in the context thereof. Equity Shareholders Equity Shareholders of our Company Listing Agreement Listing Agreement to be entered with the Stock Exchanges in accordance with SEBI (LODR) Regulations. First Resulting Company TV Vision Limited GIR Number General Index Registry Number HHP HHP Broadcasting Services Private Limited High Court or Court Hon’ble High Court of Judicature at Bombay Indian GAAP Generally Accepted Accounting Principles in India 3 MOA/Memorandum/ Memorandum of Association of TV Vision Limited, as amended Memorandum of Association Promoter(s) Mr. Markand Navnital Adhikari and Mr. Gautam Navnital Adhikari Promoter Group The entities and persons constituting the promoter group of our Company in terms of Regulation 2(1)(zb) of the SEBI Regulations SABTNL Sri Adhikari Brothers Television Network Limited Scheme or Composite The Composite Scheme of Amalgamation and Arrangement between Maiboli Scheme or Composite Broadcasting Private Limited (‘Transferor Company/MBPL”) and Sri Scheme of Amalgamation Adhikari Brothers Assets Holding Private Limited (‘First Demerged and Arrangement Company’) and Sri Adhikari Brothers Television Network Limited (‘Transferee Company’ Or ‘Second Demerged Company’) and UBJ Broadcasting Private Limited (‘Third Demerged Company’) and HHP Broadcasting Services Private Limited (‘Fourth Demerged Company’) and MPCR Broadcasting Service Private Limited (‘Fifth Demerged Company’) and TV Vision Limited (‘First Resulting Company’) And SAB Events & Governance Now Media Limited (Formerly Known As “Marvick Entertainment Private Limited”) (‘Second Resulting Company’) and their Respective Shareholders under Sections 391 to 394 read with Section 78 And Sections 100 to 103 and Section 52 and other applicable provisions of the Companies Act, 1956 and Companies Act, 2013, as the case may be, has been sanctioned by the Hon’ble High Court of Judicature at Bombay on November 21,2015 SAB Events/Second SAB Events & Governance Now Media Limited Resulting Company Subsidiary Companies HHP Broadcasting Services Private Limited, MPCR Broadcasting Service Private Limited and UBJ Broadcasting Private Limited Registered Office Registered Office of our Company situated at 4th Floor, Adhikari Chambers, Oberoi Complex, New Link Road, Andheri (West), Mumbai-400053, Maharashtra Record Date March 23,2016 Resulting Companies TV Vision Limited and SAB Events & Governance Now Media Limited Registrar and Share Sharex Dynamic (India) Private Limited Transfer Agent UBJ UBJ Broadcasting Private Limited MPCR MPCR Broadcasting Service Private Limited Company and Industry Related Terms Terms Description 2D Two Dimensional 3D Three Dimensional 3G Third Generation Ad Advertisement ARPU Average Revenue Per User BARC India Broadcast Audience Research Council India C&S Cable & Satellite CAS Conditional Access System DTH Direct to Home DVD Digital
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