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TV VISION LIMITED AGM Information 2024

Aug 30, 2024

64081_rns_2024-08-30_09c4301f-2112-4e12-86fd-2757cb4a691a.pdf

AGM Information

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August 30, 2024

To, The Manager – CRD, BSE Limited Phiroze Jeejeebhoy Towers, 2nd Floor, Dalal Street, Fort, Mumbai – 400 001 Scrip Code: 540083

To, The Manager – Listing Department National Stock Exchange of India Limited Exhange Plaza, Bandra Kurla Complex, Bandra ( East), Mumbai – 400 051 Symbol: TVVISION

Sub: Proceedings of the 17[th ] Annual General Meeting held on Friday, August 30, 2024.

Pursuant to the provisions of Regulation 30 read with Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the gist of proceedings of the 17th Annual General Meeting (“AGM”) of the Members of the Company held on Friday, August 30, 2024 at 3:30 P.M. (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) facility.

You are requested to kindly take the same on record.

Thanking you,

Yours faithfully,

For TV Vision Limited

Digitally signed by SHILPA SHILPA KETAN JAIN KETAN JAIN Date: 2024.08.30 19:21:13 +05'30'

Shilpa Jain Company Secretary ACS: 24978

Encl.: As above

Registered Office: 4th Floor, Adhikari Chambers, Oberoi Complex, New Link Road, Andheri (W), Mumbai - 400 053. Tel.: 022 - 40230000 / Fax 022 - 26395459 Website: www.tvvision.in CIN L64200MH2007PLC172707

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Gist of Proceedings of the 17[th ] Annual General Meeting (“the Meeting”/“AGM”) of the Company held on Friday, August 30, 2024.

The 17th Annual General Meeting (“AGM”/ “Meeting”) of the Company was duly convened and held on Friday, August 30, 2024 at 3:30 P.M. (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) facility in compliance with provisions of Companies Act, 2013 (“the Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and circulars issued by Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India (SEBI).

The Chairman, all the Directors and Key Managerial Personnel of the Company had joined the meeting through VC.

Representatives of Statutory Auditors, Secretarial Auditors and the Scrutinizer also attended the meeting through VC.

Mr. Markand Adhikari, Chairman & Managing Director of the Company, chaired the meeting.

Ms. Shilpa Jain, Company Secretary & Compliance Officer of the Company highlighted following points as meeting was conducted through VC/OAVM:

  • The registered office of the Company situated at 4th Floor, Adhikari Chambers, Oberoi Complex, New Link Road, Andheri (West), Mumbai - 400 053, was deemed to be the venue for this AGM and proceedings of the AGM was made and recorded from registered office.

  • The Register of Directors and Key Managerial Personnel, the Register of Contracts or Arrangements, was made available electronically for inspection by the members during the AGM. Members seeking to inspect such documents can send their requests at [email protected].

  • As the AGM was held through VC, the facility for appointment of proxies by the members was not applicable and hence the proxy register for inspection is not available.

  • The Company had received requests from a few members to register them as speakers at the meeting. The Company had allowed them to speak once they were directed to do the same.

  • As the meeting was convened through VC, resolutions have already been put to vote through remote e-voting and the requirement to propose and second would not applicable.

Thereafter, she handed over the proceedings to the Chairman of the Company.

Registered Office: 4th Floor, Adhikari Chambers, Oberoi Complex, New Link Road, Andheri (W), Mumbai - 400 053. Tel.: 022 - 40230000 / Fax 022 - 26395459 Website: www.tvvision.in CIN L64200MH2007PLC172707

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The Chairman informed the members that the AGM was conducted through VC / OAVM and that the AGM was called, convened and conducted in compliance with the provisions of the Act, Secretarial Standards-2 issued by the Institute of Company Secretaries of India and in accordance with the circulars issued by MCA and SEBI.

Total 42 (Forty Two) members were present through VC at the AGM.

As the requisite quorum was present, the Chairman called the meeting to order. Thereafter, Chairman authorized Mr. Kailasnath Adhikari, Business Head of the Company to conduct the proceedings of the meeting further.

Mr. Kailasnath Adhikari, Business Head introduced all the Directors and Key Managerial Personnel present at the meeting through VC/OAVM.

He informed that the Company had received 6 (Six) Authorized Representations from Bodies Corporates under Section 113 of the Companies Act, 2013 (“the Act”) in respect of 10607947 Equity shares representing (27.38%) of the paid up capital of the Company.

Thereafter, he briefed the business highlights of the Company during the financial year 2023-24.

Thereafter, Ms. Shilpa Jain, Company Secretary & Compliance Officer of the Company informed the Members that the Company had tied up with National Securities Depositories Limited (NSDL) to provide facility for electronic voting system (remote e- voting and e-voting at the AGM) and participation in the AGM through VC/OAVM facility. She also informed the Members that the facility for voting through e-voting system was made available during the Meeting for Members who had not cast their vote prior to the Meeting.

Further, she informed that the Board of Directors had appointed Mr. Bhavesh Chheda (Membership No. A48035, CP No. 24147), Proprietor of M/s. Bhavesh Chheda & Associates, Company Secretaries, Mumbai as the Scrutinizer to scrutinize the remote e-voting process and e-voting during the AGM, in a fair and transparent manner.

Thereafter, Mr. Kailasnath Adhikari informed that the Notice of the 17th AGM and the Annual Report containing the Audited Financial Statements (including Audited Consolidated Financial Statements) of the Company for the financial year ended March 31, 2024, together with the Board’s Report and Auditors’ Report thereon along with

Registered Office: 4th Floor, Adhikari Chambers, Oberoi Complex, New Link Road, Andheri (W), Mumbai - 400 053. Tel.: 022 - 40230000 / Fax 022 - 26395459 Website: www.tvvision.in CIN L64200MH2007PLC172707

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relevant Notes to Financial Statements were to be taken as read as the same had already been circulated to the members.

He further informed that since the qualifications, observations or adverse comments in the Reports of Statutory Auditor and Secretarial Auditor did not have any material bearing on the functioning of the Company, the same was not required to be read. However, attention of the members was drawn to the reply of the Board of Directors to such observations, which were provided in the Board’s Report of the Company and accordingly, the same was taken as read.

Then, the Meeting was taken ahead to the Agenda items as appended in the Notice of the said AGM.

Item No.
Agenda Items
Item No.
Agenda Items
Type
of
Resolution
Ordinary Business
1.
To receive, consider and adopt the Audited
Financial
Statements
(including
Audited
Consolidated
Financial
Statements)
of
the
Company for the Financial Year ended March 31,
2024 together with the Reports of the Board of
Directors and Auditors thereon.
Ordinary
2.
To appoint a Director in place of Mr. Markand
Navnital Adhikari (DIN: 00032016), Chairman and
Managing Director of the Company, who retires
by rotation and being eligible, offers himself for
re-appointment.

Ordinary
Special Business
3. To approve material related party transaction with
Sri Adhikari Brothers Television Network Limited,
a relatedpartyof the company.
Ordinary

Thereafter, the Company Secretary welcomed the shareholders who had registered themselves as speakers to ask questions.

On invitation, members who had registered themselves as speakers, addressed the meeting through VC/ OAVM and sought clarification with respect to the turnover of the Company, whether the Management planning to add any other FTA channel in the bouquet of channels of the Company, the status of the OTS plan and the revenue contribution of the subsidiary companies in the Consolidated Balance sheet.

Registered Office: 4th Floor, Adhikari Chambers, Oberoi Complex, New Link Road, Andheri (W), Mumbai - 400 053. Tel.: 022 - 40230000 / Fax 022 - 26395459 Website: www.tvvision.in

CIN L64200MH2007PLC172707

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Mr. Kailasnath Adhikari responded to all the queries of the members and provided clarifications.

Thereafter, the Company Secretary announced that the voting on the NSDL platform will continue to be available for the next 15 minutes from the conclusion of the AGM. Therefore, members who had not cast their vote were requested to do so. It was also informed that the voting results shall be announced within 2 (Two) working days of the conclusion of the Meeting. The same shall be intimated to Stock exchanges and also be placed on the website of the Company and NSDL.

The meeting was concluded at 4:15 P.M. with a vote of thanks to the Chair by Dr. Ganesh P. Raut, Independent Director of the Company.

Yours faithfully,

For TV Vision Limited

Digitally signed by SHILPA SHILPA KETAN JAIN KETAN JAIN Date: 2024.08.30 19:21:54 +05'30' Shilpa Jain Company Secretary & Compliance Officer ACS: 24978

Registered Office: 4th Floor, Adhikari Chambers, Oberoi Complex, New Link Road, Andheri (W), Mumbai - 400 053. Tel.: 022 - 40230000 / Fax 022 - 26395459 Website: www.tvvision.in CIN L64200MH2007PLC172707