Draft Red Herring Prospectus Dated: September 28, 2011 Please read Section 60B of the Companies Act, 1956 Draft Red Herring Prospectus shall be updated upon filing with RoC Book Built Issue TV VISION LIMITED Our Company was originally incorporated as TV Vision Private Limited on July 30, 2007 under the Companies Act, 1956 and was registered with the Registrar of Companies, Maharashtra. It was converted into a public limited company under the name TV Vision Limited and a fresh certificate of incorporation pursuant to the change of name was issued by the RoC on June 23, 2011. Registered & Corporate Office: 4th Floor, Adhikari Chambers, Oberoi Complex, New Link Road, Andheri (West), Mumbai-400053, Maharashtra; (For the details of change in our Registered Office, please refer to page no. 11 of this Draft Red Herring Prospectus) Tel. No.: +91-22- 40230000; Fax No.: +91-22- 26395459; Website: www.tvvision.in; Email: [email protected] Contact Person: Mr. Anand Shroff, Vice President - Finance & Accounts and Compliance Officer;Email: [email protected] Name of Promoter: Sri Adhikari Brothers Television Network Limited PUBLIC ISSUE OF [●] EQUITY SHARES OF ` 10/- EACH FOR CASH AT A PRICE OF ` [●] PER EQUITY SHARE, AGGREGATING ` 13,500.00 LAKHS (THE “ISSUE”). THE ISSUE CONSTITUTES [●] % OF THE FULLY DILUTED POST ISSUE PAID-UP CAPITAL OF OUR COMPANY. Our Company is considering a Pre-IPO placement of upto 32,00,000 Equity Shares with certain investors (“Pre-IPO Placement”) for an amount not exceeding ` 2,500.00 lakhs. The Pre-IPO Placement will be at the discretion of our Company and at a price to be decided by our Company. Our Company will complete the issuance and allotment of Equity Shares pursuant to the Pre-IPO Placement prior to filing of the Red Herring Prospectus with the RoC. If the Pre-IPO Placement is completed, the Issue size offered to the public would be reduced to the extent of such Pre-IPO Placement, subject to a minimum Issue size of 25% of the post-Issue paid-up equity share capital being offered to the public. PRICE BAND: ` [●] TO ` [●] PER EQUITY SHARE OF FACE VALUE OF ` 10/- EACH THE ISSUE PRICE IS [●] TIMES THE FACE VALUE AT THE LOWER END OF THE PRICE BAND AND [●] TIMES THE FACE VALUE AT THE HIGHER END OF THE PRICE BAND This Issue is being made through a 100% Book Building Process wherein at least 50% of the Issue to Public shall be available for allocation on a proportionate basis to Qualified Institutional Buyers “QIBs”( ). 5% of the QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only and the remainder shall be available for allotment on a proportionate basis to QIBs and Mutual Funds, subject to valid bids being received from them at or above the Issue Price. Further, not less than 15% of the Issue to Public shall be available for allocation on a proportionate basis to Non Institutional Bidders and not less than 35% of the Issue to Public shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid bids being received at or above the Issue Price. If at least 50% of the Issue cannot be allotted to QIBs, then the entire application money will be refunded forthwith. In case of revision in the Price Band, the Bidding/Issue Period shall be extended for 3 additional working days after such revision of the Price Band, subject to the Bidding/Issue Period not exceeding 10 working days. Any revision in the Price Band, and the revised Bidding/Issue Period, if applicable, shall be widely disseminated by a notice to the Bombay Stock Exchange Limited and National Stock Exchange of India Limited, by issuing a press release and also by indicating the change on the websites of the Book Running Lead Managers (“BRLMs”) and the terminals of the members of the Syndicate. All potential investors, may participate in the Issue through an Application Supported by Blocked Amount (“ASBA”) process providing details about the bank account which will be blocked by the Self Certified Syndicate Banks (“SCSBs”) for the same. For details, please see the section titled “Issue Procedure” on page no. 203 of this Draft Red Herring Prospectus. RISK IN RELATION TO THE FIRST ISSUE This being the first issue of the shares of TV Vision Limited (our “Company”), there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares of our Company is ` 10/- per Equity Share and the Issue Price of ` [●] per Equity Share is [●] times of the face value of the Equity Shares of our Company. The Issue Price (as determined and justified by the Book Running Lead Managers and our Company as stated herein under the paragraph “Basis for the Issue Price”) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares of our Company or the price at which the Equity Shares will be traded after listing. GENERAL RISKS Investments in equity and equity related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of the Issuer and the Issue including the risks involved. The Equity Shares issued in the Issue have not been recommended or approved by Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this Draft Red Herring Prospectus. Specific attention of investors is invited to the section titled ‘Risk Factors’ beginning on page no. iv of this Draft Red Herring Prospectus. ISSUER’S ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for, and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Draft Red Herring Prospectus is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The Equity Shares are proposed to be listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). The in-principle approvals of the BSE and NSE for listing of Equity Shares have been received pursuant to letters dated [●] and [●] respectively. For the purpose of the Issue, the Designated Stock Exchange shall be the “BSE”. IPO GRADING The Issue has been graded by CARE and has been assigned “IPO GRADE [●]”indicating [●] vide its letter dated [●]. For more information on IPO Grading, please refer to the section titled “General Information” on page no. 16 of this Draft Red Herring Prospectus. BOOK RUNNING LEAD MANAGERS TO THE ISSUE REGISTRAR TO THE ISSUE ALMONDZ GLOBAL SECURITIES LIMITED IDBI CAPITAL MARKET SERVICES LIMITED BIGSHARE SERVICES PRIVATE LIMITED Level-5, Grande Palladium, 175, CST Road, 3rd Floor, Mafatlal Centre, Nariman Point, E/2, Ansa Industrial Estate, Kalina, Santacruz (E), Mumbai – 400 098 Mumbai-400 021 Saki Vihar Road, Saki Naka, Andheri (E), Tel.: +91-22-66437600; Fax: +91-22-66437700 Tel.: +91-22-4322 1212; Fax: +91-22-22850785 Mumbai-400 072 Website: www.almondzglobal.com Website: www.idbicapital.com Tel.: +91-22-40430200; Fax : +91-22-28475207 Email : [email protected] Email: [email protected] Website: www.bigshareonline.com Investor Grievance Email Id: [email protected] Investor Grievance Email Id: [email protected] Email : [email protected] Contact Person: Ms. Sugandha Kaushik / Ms. Deepa Laungani Contact Person: Mr. Hemant Bothra / Mr. Swapnil Thakur Contact Person: Mr. Ashok Shetty SEBI Registration No.: INM000000834 SEBI Registration No.: INM000010866 SEBI Registration No.: INR00000138 BID / ISSUE PROGRAMME BID/ISSUE OPENS ON : [] BID/ISSUE CLOSES ON : []* *Our Company may consider closing the Bid/Issue Period for QIBs one Working Day prior to the Bid/Issue Closing Date. TABLE OF CONTENTS Page no. Section I: General Definitions and Abbreviations a Conventional or General Terms a Issue Related Terms b Company and Industry Related Terms h Abbreviations i Section II: Risk Factors Certain Conventions; Use of Financial Information and Market Data i Forward Looking Statements iii Risk Factors iv Section III: Introduction Summary 1 Summary of Financial Data 5 The Issue 10 General Information 11 Capital Structure 22 Objects of the Issue 33 Basic Terms of the Issue 43 Basis for the Issue Price 47 Statement of Tax Benefits 50 Section IV: About our Company Industry Overview 62 Our Business 76 Regulations and Policies 88 History and Certain Corporate Matters 94 Our Management 101 Our Promoter 114 Our Promoter Group 120 Related Party Transactions 128 Dividend Policy 129 Section V: Financial Information of our Company Financial Statements of our Company 130 Management’s Discussion and Analysis of Financial Condition and Results of Operations 159 Our Indebtedness/Loans and Borrowings 166 Section VI: Legal and Other Information Outstanding Litigations and Material Developments 169 Government and other Approvals 178 Section VII: Other Regulatory and Statutory Disclosures 186 Section VIII: Issue Related Information Terms of the Issue 199 Issue Procedure 203 Section IX: Main Provisions of Articles of Association of our Company 249 Section X: Other Information Material Contracts and Documents for Inspection 274 Declaration 276 i SECTION I – GENERAL Definitions and Abbreviations This Draft Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies, shall have the meaning as provided below.