BOARD OF DIRECTORS

Subhash Chandra Chairman

Jawahar Lal Goel Managing Director
Ashok Kurien Non-Executive Director
Bhagwan Dass Narang Independent Director
Arun Duggal Independent Director
Eric Zinterhofer Independent Director
Lakshmi Chand Independent Director
Mintoo Bhandari Non-Executive Nominee Director
Utsav Baijal Alt.Director to Mintoo Bhandari
Ranjit Singh Company Secretary
B S R & Co., Gurgaon Auditors
Chartered Accountants
ICICI Bank Bankers
Standard Chartered Bank
State Bank of India
Yes Bank
Bank of India
Central Bank of India
Dena Bank
IDBI Bank
ING Vysya Bank
Axis Bank
Essel House Registered Office
B-10, Lawrence Road
Industrial Area, Delhi 110035, India
Tel: +91-11-27156040/41/43
Fax: +91-11-27156042
FC 19, Sector 16A, Corporate Office
Noida, UP 201301, India
Tel: +91-120-2599555/391
Fax: +91-120-4357078
Website: www.dishtv.in
The year gone by has seen progressive improvements in the global macro environment especially
towards the latter part of the year. The continued supportive actions by the Federal Reserve and ECB
have acted to soothe the nerves of investors across the world, and the periodic crisis type situations
which emerged over the last three years following the 2008 financial crisis have ebbed giving rise to
hopes of stabilization in the Global economy.
Closer home, the RBI continued to fight its resolute battle against inflation preferring to sacrifice growth
in the short term. Inflation remained stubbornly high through most part of the year, however it showed
signs of coming down towards the end of the fiscal year. The macro economic situation remained
challenging in India with the consumer retrenching in the
face of high cost of credit as well as high inflation. The good
news however is that with inflation pressures giving signs
of easing, monetary policy should follow suit soon and the
dividends of the pain of the last few years in the form of high
growth with low inflation is something we can eagerly look
forward to.
The Broadcasting Industry during the course of the year
witnessed momentous steps being taken by the Industry
and the Government to entirely convert the analog
infrastructure into digital as per the roadmap laid out
under the Digital Addressable Systems (DAS) Regulations
of the Government of India. Though implementations
in many cities have left much to be still desired, and in
many other states litigation has thwarted the progress,
nonetheless the tide has finally turned and the move to a
Digital India is now clearly unstoppable.
Your Company continued to be in the forefront of digitization
achieving the highest share of Direct-to-Home (DTH)
subscribers in the Phase I digitization markets of Delhi,
Kolkatta, Chennai and Mumbai. Your Company continued
to lead the way in innovation by launching Indias first
Standard Definition Recorder at an affordable price to the
consumer. This Standard Definition Recorder is a unique
product which brings the benefit of recording to the mass
consumers for the first time and was enthusiastically
lapped up by the consumers.
During the year, your Company also took the initiative to roll
out its Service Network Pan India from a presence in around
CHAIRMANS MESSAGE
200 cities earlier. This move represents a significant investment by the Company in putting the customer
first and will dramatically improve the service quality across all top strata and across income groups.
Your Company continues to expand its distribution footprint and now reaches over 100,000 outlets
for Set Top Boxes and its customers can recharge from over 25,000 outlets nationally. In keeping
pace with the changing technological trends, your Company has made available payment solutions
for recharge through the Interbank Mobile Payment Service (IMPS). This will allow customers to very
easily recharge their subscription using a simple mobile phone. We continue to work to expand the
availability of recharge facilities for our customers both directly and through third parties so that our
customers have recharge facilities available anytime and anywhere.
During the year under review, your Company added 2.2 mn subscribers taking the total to 15 mn
gross subscribers, retaining your platform as the third largest global provider of Direct-to-Home
Satellite Services.
Total revenues of your Company grew 11 % to ` 2169 Crs. while subscription revenue which is the
core revenue grew much faster at 16% over the prior year to ` 1922 Crs. EBITDA registered a strong
increase of 16% over the prior year to close at ` 580 Crs.
I am also very pleased to share with you that your Company continued to generate operational Cash
Flow for the full year. This is truly a landmark which demonstrates the robustness of our business
model and reinforces Dish TVs position as not only the largest, but also the most profitable DTH
operator in Business in India.
In a fitting recognition, the Internationally renowned business magazine Euromoney ranked Dish TV
as the best managed media Company in all of Asia, in a poll conducted amongst over one hundred
and fifty bankers, analysts and investment advisors across Asia.
At Dish TV today we have renewed the focus on creating value for all of our Stakeholders by focusing
on profitable growth. The core metrics that we are focusing on revolve around quality, be it in
subscriber acquisitions or in product delivery or in customer satisfaction. The Industry is in the
process of maturing while still growing and the core emphasis on revenue growth and profitability
that we have adopted in Dish TV will ensure that your Company will remain as the leader in content
aggregation and delivery and will continue to be the Industry benchmark in value creation for all
Stakeholders.
Subhash Chandra
Chairman
INDEX
Notice of Annual General Meeting ............................................................................................ 05
Directors Report ....................................................................................................................... 08
Statement pursuant to Section 212 of the Companies Act, 1956 ............................................ 19
Corporate Governance Report .................................................................................................. 20
Shareholders Information ........................................................................................................ 40
Certification of Financial Statements of the Company ............................................................ 47
Management Discussion and Analysis ..................................................................................... 48
Independent Auditors Report ................................................................................................... 51
Standalone Financial Statements............................................................................................. 56
Standalone Cash Flow Statements .......................................................................................... 58
Consolidated Financial Statements .......................................................................................... 97
Financial Highlights of Subsidiary Companies ...................................................................... 134
5
DISH TV INDIA LIMITED
Regd. Office: Essel House, B-10, Lawrence Road Industrial Area, Delhi - 110 035
Corporate Office: FC-19, Sector-16A, Noida, U.P. - 201 301
NOTICE
Notice is hereby given that the 25
th
Annual General Meeting of the Members of Dish TV India Limited will be held
at Dr. Sarvepalli Radhakrishnan Auditorium, Kendriya Vidyalaya No. 2, A. P. S. Colony, Delhi Cantt, New Delhi 110
010, on Friday, the 23
rd
day of August, 2013, at 11:00 A.M. to transact the following businesses:
ORDINARY BUSINESS:
1. To receive, consider and adopt the Audited Balance Sheet of the Company as at March 31, 2013, the
Statement of Profit & Loss Account of the Company for the Financial Year ended on that date on a stand
alone and consolidated basis and the Reports of the Auditors and Board of Directors thereon.
2. To appoint a Director in place of Mr. Subhash Chandra, who retires by rotation and being eligible, offers
himself for re-appointment.
3. To appoint a Director in place of Mr. Eric Louis Zinterhofer, who retires by rotation and being eligible, offers
himself for re-appointment.
4. To appoint M/s B S R & Co., Chartered Accountants, Gurgaon, having Firm Registration No. 101248W, as
the Statutory Auditors of the Company to hold such office from the conclusion of this meeting until the
conclusion of next Annual General Meeting at a remuneration to be determined by the Board of Directors
of the Company.
By order of the Board
Ranjit Singh
Company Secretary
Place : Noida
Date : 23 May 2013
Registered Office:
Essel House, B-10,
Lawrence Road Industrial Area,
Delhi - 110 035
6
NOTES:
1. A Member entitled to attend and vote at the meeting may appoint a proxy to attend and vote on a poll on
his behalf. A proxy need not be a Member of the Company.
Proxies, in order to be effective, must be received at the Registered Office of the Company not less than
48 hours before the commencement of the Annual General Meeting.
2. Corporate Members are requested to send at the Registered Office of the Company, a duly certified copy of
the Board Resolution, pursuant to Section 187 of the Companies Act, 1956, authorizing their representatives
to attend and vote at the Annual General Meeting.
3. Members / Proxies should fill-in the attendance slip for attending the Meeting and bring their attendance
slip along with their copy of the Annual Report to the Meeting.
4. In case of joint holders attending the meeting, only such joint holder who is higher in the order of name and
attending the meeting, will be entitled to vote.
5. Members who are holding Companys shares in dematerialized form are required to bring details of their
Depository Account Number for identification.
6. Brief details of all Directors including those proposed to be re-appointed, as stipulated under Clause
49 of the Listing Agreement with the Stock Exchanges in India, are provided in the Report of Corporate
Governance, forming part of the Annual Report.
7. The Register of Members and Share Transfer Books of the Company will remain closed from Monday,
August 19, 2013 to Wednesday, August 21, 2013 (both days inclusive).
8. Members desirous of obtaining any information / clarification concerning the accounts and operations of
the Company are requested to address their queries in writing to the Company Secretary at least ten days
before the Annual General Meeting, so that the information required may be made available at the Annual
General Meeting.
9. Recognizing the spirit of the Green Initiative in Corporate Governance initiated by the Ministry of Corporate
Affairs, the Company proposes to send Annual Report and other documents/notices to shareholders to
the e-mail address provided to the Depository / Company. Shareholders are requested to register and/
or update e-mail address with their respective Depository Participant or the Company to ensure that
documents from the Company reach their preferred e-mail address.
10. All documents referred to in the accompanying Notice are open for inspection at the Registered Office of
the Company on all working days, except Saturdays between 2 P.M. to 4 P.M. upto the date of the Annual
General Meeting.
11. The statutory registers maintained under Sections 301 and 307 of the Companies Act, 1956 and the certificate
from the auditors of the Company certifying that the Companys Stock Option Plan has been implemented
in accordance with the SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme)
Guidelines, 1999, and in accordance with the resolutions passed by the members in the General Meeting
will be available at the venue for inspection by members.
12. While Members holding shares in physical form may write to the Companys Registrar and Share Transfer
Agent i.e. Sharepro Services (India) Pvt. Ltd., Unit: Dish TV India Limited, 13AB, Samhita Warehousing
Complex, Second Floor, Sakinaka Telephone Exchange Lane, Off Andheri Kurla Road, Sakinaka, Andheri
(East), Mumbai 400 072, India, for changes, if any, in their address and bank mandates, members having
shares in electronic form may inform such changes directly to their Depository Participant immediately.
13. The Securities Exchange Board of India has mandated the submission of Permanent Account Number
(PAN) by every participant in securities market. Members holding shares in electronic form are, therefore
requested to submit PAN with their DP with whom they are maintaining their Demat Accounts. It has also
been made mandatory for the transferee to furnish a copy of PAN to the Company / Companys Registrar
and Share Transfer Agent for their registration of transfers and securities market transactions and off-
market/ private transactions involving transfer of shares of listed Companies in physical form. Accordingly,
members holding shares in physical mode should attach a copy of their PAN Card for every transfer request
sent to the Company/ Companys Registrar and Share Transfer Agent.
7
14. Members who hold shares in physical form in multiple folios in identical names or joint accounts in the same
order of names are requested to send share certificates to the Company for consolidation into a single folio.
15. Under Section 109A of the Companies Act, 1956, Shareholders are entitled to make nomination in respect
of shares held by them in physical form. Shareholders desirous of making nominations are requested to
send their requests in Form No. 2B in duplicate (which will be made available on request) to M/s. Sharepro
Services (India) Pvt. Ltd.
16. In all correspondences with the Company, members are requested to quote their account/folio numbers and
in case their shares are held in the dematerialized form, they must quote their DP I.D. and Client I.D. No(s).
17. Please note that due to strict security reasons, brief cases, eatables, bags and other belongings are not
allowed inside the Auditorium.
By order of the Board
Ranjit Singh
Company Secretary
Place: Noida
Date: 23 May 2013
Registered Office:
Essel House, B-10,
Lawrence Road Industrial Area,
Delhi - 110 035
Important Intimation to Members
As you all may be aware, the Ministry of Corporate Affairs (MCA) has undertaken a Green Initiative in Corporate
Governance (Circular No. 17/2011 dated April 21, 2011 and Circular No. 18/2011 dated April 29, 2011) allowing
paperless compliances by Companies through electronic mode, whereby the companies have been permitted
to send notices / documents to its Shareholders through electronic mode to the registered e-mail addresses
of Shareholders. Securities and Exchange Board of India (SEBI) vide its Circular No. CIR/CFD/DIL/2011 dated
October 5, 2011, have also, in line with the aforesaid MCA circulars, permitted listed entities to supply soft copies
of full annual reports to all those Shareholders who have registered their e-mail addresses for the purpose.
This move by the MCA and SEBI is a welcome measure since it will benefit the society at large through reduction
in paper consumption and contribution towards a Greener Environment. In view of the Green Initiatives announced
as above, the Company shall send all documents to Shareholders like General Meeting Notices (including AGM),
Annual Reports comprising Audited Financial Statements, Directors Report, Auditors Report and any other future
communication (hereinafter referred as documents) in electronic form, in lieu of physical form, to all those
Shareholders, whose e-mail address is registered with Depository Participant (DP) / Registrars & Share Transfer
Agents (RTA) (hereinafter registered e-mail address) and made available to us, which has been deemed to
be the Shareholders registered e-mail address for servicing documents including those covered under Section
219 of the Companies Act, 1956 (the Act) read with Section 53 of the Act and Clause 32 of the Listing Agreement
executed with the Stock Exchanges. Physical copies of documents are also being provided to Shareholders who
have sought the same.
To enable the servicing of documents electronically to the registered e-mail address, we request the Shareholders
to keep their e-mail addresses validated/updated from time to time.
Please note that the Annual Report of the Company will also be available on the Companys website www.dishtv.
in for ready reference. Shareholders are also requested to take note that they will be entitled to be furnished, free
of cost, the aforesaid documents, upon receipt of requisition from the Shareholder, any time, as a member of the
Company.
8
DIRECTORS REPORT
To the Members,
Your Directors are pleased to present the Twenty
Fifth (25
th
) Annual Report together with the Audited
Statement of Accounts of the Company for the
Financial Year ended March 31, 2013.
FINANCIAL RESULTS
The Financial Performance of your Company for the
year ended March 31, 2013 is summarized below:
(`/Thousand)
Particulars Year ended
March 31, 2013
Year ended
March 31, 2012
Sales & Services 21,668,050 19,578,236
Other Income 511,952 578,706
Total Income 22,180,002 20,156,942
Total Expenses 23,431,940 21,745,440
Profit/(Loss)
before Tax (1,251,938) (1,588,498)
Provision for
Taxation (net) - -
Profit/(Loss)
after Tax (1,251,938) (1,588,498)
Exceptional
items 594,442 -
Profit/(Loss) for
the Year (657,496) (1,588,498)
Add: Balance
brought forward (17,522,920) (15,934,422)
Amount
available for
appropriations (18,180,416) (17,522,920)
Appropriations:
Dividend Nil Nil
Tax on Dividend Nil Nil
General Reserve Nil Nil
Balance Carried
Forward (18,180,416) (17,522,920)
DIVIDEND
Your Directors have not recommended any dividend
on the equity shares of the Company for the year
under review.
BUSINESS OVERVIEW
The year under review continued to bring strength
to your Company with constant acquisition of
Subscribers and the Digitization yielding expected
results. The Broadcasting and Distribution Industry
gained momentum in the year under review with large
number of HD Channels becoming available to the
consumers. Over the years, Dish TV has carved a niche
for itself on account of its adaptability to the state
of the art technology, variety of content, affordable
offerings and quick response to the consumers. Dish
TV is aiming at growth in revenue and subscriber base
inter alia on account of provision of customer oriented
support service, highest number of Hi-Definition
channels & services, premium on demand services
for niche content and latest international movie
channels.
The favorable demographic pattern and constant rise
in the net disposable income is also driving major
change in the Media and Entertainment Industry,
more particularly, the ever growing pay TV Industry.
The quality and veracity of contents is also improving
with the increased demand, desire and expectations
of the consumers. The rise in education level and
increased expectations mainly because of the access
to international media, internet and social networking
platforms is also driving the Industry. The consumer of
today is more evolved, tech savvy, broadband oriented
and is willing to go places to satiate his demand for
content. Fortunately, Indian Broadcast Industry has
moved in tandem with such change in the consumer
behavior.
The Government of India is participating actively in
the overall digitization process pushing the entire
category towards achieving the objective of complete
digitization. The wide buzz and noise created by the
stakeholders of media Industry has helped the cause,
however the digitization process needs to grow faster
to accomplish the desired aim.
The year gone by has been the most opportunistic and
challenging for the Digital Broadcast Industry. The
mandate of digitization set open a gigantic market
of analog users waiting to get digitized across top 42
cities. Aggressive play by digital cable systems was
witnessed wherein Direct-to-Home (DTH) clearly
went on establishing itself as the most preferred
choice for digital viewing of pay television content.
9
Out of the approximately 60 Mn installed base of digital
connections, substantial number of connections have
become part of the DTH category. Dish TV strategy was
encompassed keeping in mind these challenges as well
as maximizing the opportunity for DTH, presented by
the Digital Addressable Systems (DAS) mandate of the
Government of India. To spearhead the DTH advantage,
Dish TV with a well crafted insight re-positioned
the brand in the space of passion for entertainment;
tapping into consumers who are passionate about their
dose of entertainment and establish Dish TV as an
endpoint for all TV entertainment needs.
With consumers seeking maximum value for their
money, the Company brought forth unparalleled
offerings in form of lucrative entry offers, schemes
like 70+ channels free for Lifetime, cash back offers
to ensure best competitive advantage. Carrying
forward the spirit of innovation and leadership, Dish
TV unveiled its Standard Definition Box with Recorder,
thus redefining the recorder category.
The Company with focused enhancement in the pillars
of Content, Service and Technology continued to gain
significant edge over the competition prevailing in
the DTH Industry. To ensure maximum coverage and
visibility around the digitization wave, incremental
steps were made on ground and inshops. Dish TV
carried expansion in service infrastructure across
India to cater to the massive demand and providing
quick service support to the customers.
With a robust sales and distribution network, Dish TV
ensured strong foothold in retail outlets combined
with an All India Service Network. In a service driven
Industry, it is also pivotal for a Company to enhance
the existing subscriber experience by constantly
designing and offering services that match their
dynamic needs. The strategy was to position Dish TV
as a service led brand with the objective of meeting
customer delight. With this endeavor, the Company
introduced an exclusive Dish delight program to
recognize its valuable subscriber base and benefit
them with unique privileges such as Free relocation,
Free upgrade, Express queue etc.
The challenges to the DTH Industry includes
successful implementation of the Digitization process
in phased manner, availability of satellite capacity
due to ever rising demand of the content, competitive
intensity, reasonable growth in Average Revenue Per
User (ARPU) and reasonable taxation structure.
SUBSIDIARY OPERATIONS
Subsidiary in Singapore
During the year under review, the name of Dish TV
Singapore Pte. Limited, which was your Companys
Wholly Owned Subsidiary (WOS) in Singapore, was
changed to Digital Network Distribution Pte. Limited
on March 12, 2013.
Further, upon approval of the Board, the shareholding
of your Company in Digital Network Distribution Pte.
Ltd. (earlier known as Dish TV Singapore Pte. Ltd.)
was divested consequent to which Digital Network
Distribution Pte. Ltd. has ceased to be Subsidiary of
your Company with effect from April 1, 2013. The said
divestment was carried out in accordance with the
provisions of Foreign Exchange Management (Transfer
or issue of any Foreign Security), Regulations, 2004
and other applicable guidelines.
Subsidiary in Sri Lanka
During the year under review, your Company, upon the
approval of Board of Directors, incorporated a Joint
Venture (JV) Company with Satnet (Private) Limited, a
DTH license holder in Sri Lanka, in the name and style
of Dish T V Lanka (Private) Limited on April 25, 2012
with a paid up share capital of 1 million Sri Lankan
Rupees. Your Company holds 70% in the JV Company
and Satnet (Private) Limited holds 30% in the said JV
Company. Your Company and Satnet (Private) Limited
had entered into a JV agreement on April 24, 2012.
The Ministry of Corporate Affairs, Government of
India had allowed general exemption to Companies
from complying with Section 212 (8) of the Companies
Act, 1956, provided such companies publish the
audited Consolidated Financial Statements in the
Annual Report. Your Board has decided to avail
the said general exemption from applicability of
provisions of Section 212 of the Companies Act,
1956, and accordingly, the Annual Accounts of the
Subsidiaries of the Company as on March 31, 2013
viz. Digital Network Distribution Pte. Ltd. and Dish TV
Lanka (Private) Limited are not being attached with
the Annual Report of the Company and the specified
financial highlights of these Subsidiary Companies
are disclosed in the Annual Report, as part of the
Consolidated Financial Statements of the Company.
The audited Annual Accounts and related information
of the Subsidiaries will be made available, upon
request and shall also be open for inspection at the
Registered Office of the Company, by any Shareholder.
10
As required under the Accounting Standard AS 21
Consolidated Financial Statements, issued by the
Institute of Chartered Accountants of India (ICAI) and
applicable provisions of the Listing Agreement with
the Stock Exchange(s), the Financial Statements of the
Company reflecting the Consolidation of the Accounts
of its subsidiaries to the extent of equity holding in
these Companies are included in this Annual Report.
HOLDING COMPANY
During the year under review, Direct Media Distribution
Ventures Private Limited ceased to be the Holding
Company of your Company. As on March 31, 2013, Direct
Media Distribution Ventures Private Limited holds
48,17,86,397 fully paid up equity shares (aggregating to
45.24% of the share capital) of your Company.
LISTING
Your Companys fully paid equity shares continue to
be listed and traded on BSE Limited (BSE) and the
National Stock Exchange of India Limited (NSE). Both
these Stock Exchanges have nation-wide terminals
and hence facilitates the shareholders/investors of the
Company in trading the shares. The Global Depository
Receipts (GDR) of the Company are listed on the
Luxembourg Stock Exchange. The Company has paid
annual listing fee for the Financial Year 2013-14 to
the Stock Exchanges and the annual custody fees to
National Securities Depository Limited (NSDL) and
Central Depository Services (India) Limited (CDSL),
the Depositories of the Company.
SHARE CAPITAL
Upon the approval of the Shareholders, your
Company increased its Authorized Share Capital from
` 135,00,00,000/- (Rupees One Hundred and Thirty
Five Crores Only) divided into 135,00,00,000 Equity
Shares of ` 1/- each to ` 150,00,00,000/- (Rupees
One Hundred and Fifty Crores Only) divided into
150,00,00,000 Equity Shares of ` 1/- each on November
26, 2012. Your Company has made necessary filings
and applications to the statutory authorities in this
regard and requisite approvals have been received.
During the year, your Company issued and allotted
461,300 equity shares upon exercise of Stock Option by
the Employees/Independent Directors of the Company
pursuant to Employee Stock Option Scheme - 2007
(ESOP - 2007) of the Company and these shares were
duly admitted for trading on NSE and BSE.
During the Financial Year 2008-09, your Company
had come up with Rights Issue of 518,149,592
equity shares of ` 1 each, issued at ` 22 per share
(including premium of ` 21 per share), payable in
three installments. Upon receipt of valid first and
second call money, during the year under review, the
Company converted 459,308 equity shares from 0.50
paid up to 0.75 paid up and 2,499,507 equity shares
from 0.75 paid up to fully paid up.
Pursuant to the issue of further equity shares under
ESOP and subsequent to conversion of partly paid
equity shares, the paid up capital of your Company
during the year has increased from ` 1,064,423,875
comprising of 1,061,701,440 equity shares of ` 1 each,
fully paid up, 2,062,513 equity shares of ` 1 each,
paid up ` 0.75 per equity share and 659,922 equity
shares of ` 1 each, paid up ` 0.50 per equity share to
` 1,064,779,289.5 comprising of 1,064,662,247 equity
shares of ` 1 each, fully paid up, 22,314 equity shares
of ` 1 each, paid up ` 0.75 per equity share and 200,614
equity shares of ` 1 each, paid up ` 0.50 per equity
share. As on March 31, 2013, the Company has not
received the valid Second call on 22,314 partly paid
equity shares and first and second call on 200,614
partly paid equity shares.
RIGHT ISSUE OF SHARES & UTILISATION OF PROCEEDS
THEREOF
Out of the total Right Issue size of ` 113,992.91 Lakhs,
the Company has received a sum of ` 113,959.03
Lakhs towards the Share Application and Call Money
as at March 31, 2013, the details of which has been
provided under the preceding heading.
The utilization of Rights Issue proceeds are placed
before the Audit Committee of the Board on Quarterly
and Annual basis. Further, the Company also provides
the details of the utilization of Rights Issue proceeds to
the Monitoring Agency on half yearly basis and furnishes
the Monitoring Report to the Stock Exchanges.
The Board at its meeting held on May 28, 2009 approved
to make changes in the manner of usage of right issue
proceeds. The manner of utilization of rights issue
proceeds as on March 31, 2013, is as under:
11
Particulars Amount
(` In Lacs)
Repayment of loans 28,421.44
Repayment of loans received after
launch of the Rights Issue 24,300.00
General Corporate Purpose/
Operation Expenses 19,693.06
Acquisition of Consumer Premises
Equipment (CPE) including leased CPE
26,000.00
Issue Expenses 544.52
Total 98,959.03
The Eighth (8
th
) Monitoring Report for Half Year period,
July 2012 - December 2012 containing deviation
from the original proposed expenditure plan and in
accordance with the revised plan was recorded by the
Audit Committee and the Board at their respective
meetings and necessary compliance in this regard
had been carried out.
GLOBAL DEPOSITORY RECEIPT
The Global Depository Receipt (GDR) Offer of the
Company for 117,035 GDRs at a price of US $ 854.50
per GDR, each GDR representing 1,000 fully paid
equity shares of the Company were fully subscribed
by Apollo India Private Equity II (Mauritius) Limited.
The underlying shares against each of the GDRs were
issued in the name of the Depository - Deutsche
Bank Trust Company Americas. As on March 31,
2013, 85,035 GDRs have remained outstanding, the
underlying shares of which forms part of the existing
paid up share capital of the Company.
The manner of utilization of GDR proceeds as on
March 31, 2013, is as under:
Particulars Amount
(` In Lacs)
Assets purchases including CPE 7,669.88
Issue Expenses 344.63
Advance to Subsidiary 56.14
Repayment of Bank Loans 755.22
Operation Expenses 21,819.05
Less: Interest Earned (439.94)
Bank Balances 22,266.15
Total 52,471.13
EMPLOYEE STOCK OPTION SCHEME
In compliance with the Securities and Exchange Board
of India (Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999, as amended
from time to time, your Board had authorized the
Remuneration Committee to administer and implement
the Companys Employees Stock Option Scheme (ESOP
2007) including deciding and reviewing the eligibility
criteria for grant and/or issuance of stock options to
the eligible Employees/Independent Directors under
the Scheme. Further, your Board also constituted
an ESOP Allotment Committee to consider, review
and allot equity shares to the eligible Employees/
Independent Directors exercising the stock options
under the Employee Stock Option Scheme (ESOP
2007) of your Company.
During the period under review, the Remuneration
Committee of the Board granted 141,450 stock
options at ` 68.10/- per stock option to the eligible
employee as per the ESOP 2007.The ESOP Allotment
Committee of the Board, during the year, issued
and allotted 461,300 fully paid equity shares, upon
exercise of the stock options by eligible Employees/
Independent Directors under the ESOP 2007.
Applicable disclosures relating to Employees Stock
Options as at March 31, 2013, pursuant to Clause
12 (Disclosure in the Directors Report) of the SEBI
(Employees Stock Option Scheme and Employees
Stock Purchase Scheme) Guidelines, 1999 are given
as Annexure A to this Report.
A certificate to the effect that the ESOP 2007 Scheme
has been implemented in accordance with the SEBI
Guidelines and as per the resolution passed by the
members of the Company authorizing issuance of the
said ESOP, as prescribed under Clause 14 of the said
Guidelines has been issued by the Statutory Auditors
of the Company. The said certificate shall be available
for inspection at the Annual General Meeting of the
Company and a copy of the same shall be available for
inspection at the Registered Office of the Company.
PUBLIC DEPOSITS AND LOANS / ADVANCES
During the year under review, your Company has not
accepted any Deposits under Section 58A and Section
58AA of the Companies Act, 1956 read with Companies
(Acceptance of Deposits) Rules, 1975. Pursuant to
Clause 32 of the Listing Agreement, the particulars of
loans/advances given to Subsidiary Companies have
been disclosed in the Annual Accounts of the Company.
12
CORPORATE GOVERNANCE
Your Company continues to practice the principles of
good Corporate Governance over the years and lays
strong emphasis on transparency, accountability and
integrity. Your Company believes that pursuing good
Corporate Governance practices is indispensable for
sustaining any business and generate long term value
for all of its Stakeholders. The Corporate Governance
practice in place at your Company has a holistic
view with value based governance aiming at and
committed towards corporate social upliftment and
social responsibility.
Your Company has documented internal governance
policies and put in place a formalized system of
Corporate Governance which sets out the structure,
processes and practices of governance within the
Company and serves as a guide for day to day business
and strategic decision making in your Company.
Your Company is committed to benchmarking itself
with global standards for providing good Corporate
Governance. It has put in place an effective Corporate
Governance System which ensures that the provisions
of Clause 49 of the Listing Agreement are duly
complied with. The Board has also evolved and
adopted a Code of Conduct based on the principles of
Good Corporate Governance and best management
practices being followed globally.
Based on Corporate Governance Voluntary Guidelines
2009 issued by the Ministry of Corporate Affairs
in December 2009, your Company has in place a
Nomination Committee to inter-alia evaluate the
current process of nominating / appointing Directors
on the Board of the Company, formulating guidelines
for evaluation of candidature of individuals for
nominating and/or appointing as Director etc.
A separate detailed report on Corporate Governance
pursuant to requirement of Clause 49 of the Listing
Agreement together with Certificate issued by the
Statutory Auditors of the Company on compliance of
the same forms part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Statement for
the year under review as provided under Clause 49 of
the Listing Agreement with the Stock Exchanges in
India is separately attached hereto and forms a part
of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility (CSR) is at the
core of your Companys vision and mission which is
achieved by focusing on the interest of the employees,
customers and shareholders of your Company and
the society at large. Your Company continues to
strive for sustainability in its operations by promoting
integration of CSR into the business strategy as well
as its everyday functioning. Your Company aims at
managing its business processes in such a way so as
to produce an overall positive impact on the society.
As part of the Essel Group of Companies, your
Company has at a unified and centralized level, put in
place a Corporate Social Responsibility (CSR) policy
which is based on a belief that a business cannot
succeed in a society that fails and therefore it is
imperative for business houses, to invest in the future
by taking part in social-building activities.
During the year under review, Essel Group continued
to support cause of Ekal Vidyalaya Foundation, an NGO
that works to bring about basic literacy and health
awareness amongst the tribal and rural population
of India; Global Vipassana Foundation which helps
propagate Vipassana, the non-sectarian rational
process of self-purification with the aim of bringing
about peace both within the individual and the society
in general; and Global Foundation for Civilizational
Harmony, a body which aims to create a peaceful and
harmonious society.
POSTAL BALLOT
During the year under review, your Company sought
the approval of the Shareholders on the following
matters, vide Postal Ballot Notice(s) dated August 9,
2012 and October 18, 2012. The said notices along with
Postal Ballot Form and Business Reply Envelopes
were duly sent to the Shareholders of your Company
and your Company also offered E-Voting facility as
an alternate option for voting by the Shareholders,
which enabled them to cast their votes electronically,
instead of Physical Postal Ballot Form. The results on
the voting conducted through Postal Ballot process
were declared on October 17, 2012 and November 26,
2012 respectively.
13
I. Resolutions passed on October 17, 2012 vide
Postal Ballot Notice dated August 9, 2012
Resolution 1 - Alteration of the Other Objects
clause of Memorandum of
Association of the Company.
Resolution 2 - Re-Appointment of Mr.
Jawahar Lal Goel as the
Managing Director of the
Company.
Resolution 3 - Consent under Section 314(1B)
of the Companies Act, 1956
for revision in remuneration
and terms of appointment of
Mr.Gaurav Goel.
Resolution 4 - Approval pursuant to Section
372A of the Companies Act,
1956.
II. Resolutions passed on November 26, 2012 vide
Postal Ballot Notice dated October 18, 2012
Resolution 1 - Increase of Authorised Share
Capital of the Company and
consequent change in Clause
V of the Memorandum of
Association of the Company
relating to Share Capital.
Resolution 2 - Amendments to Articles of
Association of the Company.
Resolution 3 - Increase In Foreign Investment
Limits.
Resolution 4 - Raising of Funds through further
Issue of Securities.
The procedure prescribed under Section 192A of
the Companies Act, 1956, read with the Companies
(Passing of the Resolution by Postal Ballot) Rules
2011, was adopted for both the Postal Ballots.
Further, details related to the Postal Ballot procedure
adopted, voting pattern and results thereof have
been provided under the General Meeting Section of
Corporate Governance Report.
DIRECTORS
During the year under review, Dr. Pritam Singh,
Independent Non-Executive Director of your Company
and Mr. Sanjay Hiralal Patel, Alternate Director to Mr.
Mintoo Bhandari (Non-Executive Nominee Director)
ceased to be the Directors of your Company due to
their resignation from the Board with effect from
October 1, 2012 and October 18, 2012 respectively.
Also, Mr. Utsav Baijal was appointed as Alternate
Director to Mr. Mintoo Bhandari with effect from
October 18, 2012.
In accordance with the provisions of Companies Act,
1956, Mr. Subhash Chandra, Non-Executive Director
and Mr. Eric Zinterhofer, Independent Non-Executive
Director, will retire by rotation at the ensuing Annual
General Meeting of your Company and being eligible,
have offered themselves for re-appointment. Your
Board has recommended their re-appointment in the
overall interest of your Company.
A brief resume, nature of expertise, details of
directorship in other Indian Public Limited Companies,
of the Directors proposing their re-appointment, along
with their shareholding in the Company as stipulated
under Clause 49 of the Listing Agreement with the
Stock Exchanges is included in the Report on Corporate
Governance forming part of this Annual Report.
AUDITORS
The Statutory Auditors M/s B S R & Co., Chartered
Accountants, Gurgaon, having Firm Registration
No. 101248W, hold office until the conclusion of the
ensuing Annual General Meeting and are eligible for
re-appointment.
Your Company has received confirmation from the
Auditors to the effect that (i) their re-appointment,
if made would be within the limits prescribed under
Section 224(1B) of the Companies Act, 1956; (ii) that
they are not disqualified for re-appointment within
the meaning of Section 226 of the said Act and (iii)
they have been provided a valid certificate from the
Peer Review Board of the Institute of Chartered
Accountants of India (ICAI).
AUDITORS REPORT
The report of the Statutory Auditor of the Company
contains qualification statement.
The response of the Management to the comment of the
Statutory Auditor mentioned at serial number 4 of the
Audit Report is as follows The Lease rental is a financial
transaction based on cost of fund, taxation and cash flow
consideration. Depreciation is not directly linked with
the lease period but it is more to do with life of the set
top box, repair, maintenance and other service related
issues. However, your Company has already put in place
the process of charging depreciation and amortisation
of lease rentals on Consumer Premises Equipment
14
(CPE) in terms of the Accounting Standard - 19 from
April 1, 2012. The lease rental and depreciation period is
synchronised without any gap in recognition of both the
items. Both of them are amortized/depreciated over a
period of five years.
COST AUDIT
In compliance with The Companies (Cost Audit
Report) Rules, 2011 and Cost Accounting Records
(Telecommunication Industry) Rules, 2011 issued
by the Central Government, your Company has
re-appointed M/s Chandra Wadhwa & Co., Cost
Accountants (Membership Number 6797), as the
Cost Auditor of your Company for carrying out the
audit of cost accounts, cost records & cost statements
and submission of Cost Audit Report & Compliance
Report for the Financial Year 2012-13. The due date for
submission of the Cost Audit Report and Compliance
Report for the financial year 2012-13 is September 30,
2013.
For the Financial Year 2011-12, The Ministry of
Corporate Affairs, Government of India vide its
General Circular No. 2/2013 dated January 31, 2013
allowed the Companies to file their Cost Audit Report
and Compliance Report for the Financial Year 2011-12
in eXtensible Business Reporting Language (XBRL)
mode, within 180 days from the close of the Financial
Year or by February 28, 2013, whichever is later. In
compliance with the same, your Company has duly
submitted the Cost Audit Report along with requisite
Annexures and attachments in XBRL mode with the
Ministry of Corporate Affairs, Government of India on
January 29, 2013.
Your Board, upon recommendation of the members
of the Audit Committee, have approved the re-
appointment of M/s Chandra Wadhwa & Co. as the
Cost Accountant for the Financial Year 2013-14.
M/s Chandra Wadhwa & Co. has furnished their
consent, compliance certificate and affirmations
pursuant to Sections 224(1B), 233B, 226(3) and 226(4)
of the Companies Act, 1956.
CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNING AND
OUTGO
Your Company is in the business of providing Direct-
to- Home (DTH) services. Since the said activity does
not involve any manufacturing activity, most of the
Information required to be provided under Section
217(1)(e) of the Companies Act, 1956 read with the
Companies (Disclosure of Particulars in the Report of
the Board of Directors) Rules, 1988, are not applicable.
However the information, as applicable, are given
hereunder:
Conservation of Energy:
Your Company, being a service provider, requires
minimal energy consumption and every endeavor is
made to ensure optimal use of energy, avoid wastages
and conserve energy as far as possible.
Technology Absorption:
In its endeavor to deliver the best to its viewers
and business partners, your Company is constantly
active in harnessing and tapping the latest and best
technology in the Industry.
Foreign Exchange Earnings and Outgo:
Particulars of foreign currency earnings and outgo
during the year are given in Note no. 30, 31 and 32 to
the notes to the Accounts forming part of the Annual
Accounts.
HUMAN RESOURCE MANAGEMENT
Long term development of human capital and
strategic employment of retention tools is at the core
of your Companys strategy. Your Company believes
that its Employees are the most valuable assets and
vital for the sustained growth of the Company. We at
Dish TV, encourage innovation, meritocracy and the
pursuit of excellence by setting up robust recruitment
and human resource management policies.
Your Company has young and vibrant team of highly
qualified professionals at all levels.To retain and develop
these employees, your Company has been working
with an objective to enhance employee competence
through various initiatives and maximizing employee
contribution towards the organizational goals.
The Management of your Company aims at developing
such strategies that not only promise attraction of
best talent in your Company but also ensures their
retention by building trust and instilling devotion in
the employees at all levels. Your Company aims to
incorporate the planning and control of manpower
resource into the corporate level plans so that all
resources are used together in the best possible
combination. Pay revisions and other benefits are
designed in such a way to compensate for good
15
performance of the employees of your Company. Your
Company has also put in place a feedback mechanism
and has taken steps towards employee growth and
sustaining high level of motivation amongst all.
PARTICULARS OF EMPLOYEES
Your Board wishes to extend its appreciation to all the
employees of the Company for their contribution in
the business of the Company during the year under
review. The information required under Section
217(2A) of the Companies Act, 1956 (Act) read with
the Companies (Particulars of Employees) Rules,
1975, is required to be set out in an annexure to this
report. However, in terms of Section 219(1)(b) of the
Act, the Report and Accounts are being sent to the
shareholders excluding the aforesaid annexure. Any
shareholder interested in obtaining copy of the same
may write to the Company Secretary at the Corporate
Office of the Company. None of the employees, except
Mr. Jawahar Lal Goel, mentioned in the said list are
related to any Director of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of and pursuant to Section 217(2AA) of the
Companies Act, 1956, as amended from time to time,
in relation to the Annual Financial Statements for the
Financial Year 2012-13, your Directors confirm the
following:
a) The Financial Statements have been prepared on
a going concern basis and in such preparation
the applicable Accounting Standards had been
followed with proper explanation relating to
material departures;
b) Accounting policies selected were applied
consistently and the judgments and estimates
related to the Financial Statements have been
made on a prudent and reasonable basis, so as
to give a true and fair view of the state of affairs
of the Company as at March 31, 2013, and of the
profit or loss of the Company for the year ended
on that date;
c) Proper and sufficient care has been taken for
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 1956, to safeguard the assets of the Company
and to prevent and detect fraud and other
irregularities; and
d) Adequate internal systems and controls are in
place to ensure compliance of laws applicable to
the Company.
INDUSTRIAL OPERATIONS
The Company maintained healthy, cordial and
harmonious industrial relations at all levels. The
enthusiasm and unstinting efforts of the employees
have enabled your Company to remain at the
leadership position in the Industry. It has taken various
steps to improve productivity across the organization.
ACKNOWLEDGEMENT
It is our strong belief that caring for our business
constituents has ensured our success in the past and
will do so in future. Your Directors acknowledge with
sincere gratitude the co-operation and assistance
extended by the Central and State Governments, the
Ministry of Information and Broadcasting (MIB),
the Department of Telecommunication (DOT)
and Foreign Investment Promotion Board (FIPB),
Ministry of Finance, the Telecom Regulatory Authority
of India (TRAI), the Stock Exchanges - and other
stakeholders including viewers, vendors, bankers,
investors, service providers as well as other regulatory
and government authorities.
Your Board also takes this opportunity to express its
deep gratitude for the continued co-operation and
support received from its valued stakeholders.
For and on behalf of the Board
Jawahar Lal Goel Arun Duggal
Managing Director Director
Place : Noida
Date : 23 May 2013
16
ANNEXURE A TO DIRECTORS REPORT
K Employee wise details of options granted (as on March 31, 2013):
(i) Senior managerial personnel
Name Designation No. of Options
Granted
No. of Options
outstanding
R C Venkateish CEO 563,400 563,400
Amitabh Kumar President - Technology 164,700 -
Rajiv Khattar President Projects 167,950 -
Rajeev Kumar Dalmia CFO 171,100 -
Salil Kapoor COO 142,950 57,180
V K Gupta COO 97,200 58,320
(ii) Any other employee(s) who received a grant in any one year of option amounting to 5% or more of
options granted during the year
Name Designation No. of Options granted
Abhay S. Metkar Senior Vice President Sales 141,450
Statement as at March 31, 2013 pursuant to Clause 12 (Disclosure in the Directors Report) of the Securities and
Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,
1999, as amended from time to time.
S.
No.
Particulars Details
A Details of Options Granted and
Exercise Price per option
Date of Grant No. of Options
Granted
Exercise Price / Per
Equity Share
August 21, 2007
April 24, 2008
August 28, 2008
May 28, 2009
October 27, 2009
October 26, 2010
January 21, 2011
July 20, 2011
July 19, 2012
3,073,050
184,500
30,000
589,200
160,900
201,250
837,050
125,000
141,450
` 75.20*
` 63.25*
` 37.55
` 47.65
` 41.45
` 57.90
` 58.95
` 93.20
` 68.10
B Pricing formula The pricing formula as approved by the Shareholders of the
Company, shall be the market price as per the SEBI Guidelines,
i.e. the latest available closing price prior to the date of grant of
option at the Stock Exchange where there is highest trading volume
C Total number of Options Granted 5,342,400 (includes the lapsed options which were added back to
the kitty)
D Total number of Options vested
(includes options exercised)
1,554,700 (net options vested)
E Options exercised 1,477,780
F The total number of shares arising as
a result of exercise of options
1,477,780
G Total number of options lapsed 2,580,330
H Variation of terms of options Pursuant to approval dated August 28, 2008 of Remuneration
Committee of the Board of Directors and Shareholders, the options
granted on August 21, 2007 and April 24, 2008 were re-priced at
`37.55 per option.
I Money realized by exercise of options ` 58,902,792.50
J Total number of options in force 1,284,290
17
M where the
Company has
calculated
the employee
compensation
cost using
the intrinsic
value of the
stock options,
the difference
between the
employee
compensation
cost so
computed and
the employee
compensation
cost that shall
have been
recognized
if it had
used the fair
value of the
options. The
impact of this
difference on
profits and
on EPS of
the Company
shall also be
disclosed.
Date of Grant
21-Aug-07 24-Apr-08 28-Aug-08 28-May-09 27-Oct-09 26-Oct-10 21-Jan-11 20-Jul-11 19-Jul-12
Expenses
accounted
for during
the period
based on
intrinsic
value
of the
options
- - - - - - - -
Additional
Expense
had the
Company
recorded
the ESOP
expense
based on
fair value
of option
(using
Black
Scholes
method)
885,573 - 52,711 1,517,536 611,222 1,238,265 6,339,605 1,984,524 2,021,418
Impact
on profits
and EPS
in case of
fair value
method
was
employed
for
accounting
of ESOP
EPS decrease by Re. 0.01 per share
(iii) identified employees who were granted options,
during any year, equal to or exceeding 1% of the issued
capital (excluding outstanding warrants and conversions)
of the Company at the time of grant
None
L Diluted earning per share (EPS) pursuant to issue of
shares on exercise of option calculated in accordance with
Accounting Standard (AS 20) Earning per share
Please refer to Note no. 41 to the Standalone Financial
Statements of the Company
18
N Weighted average
exercise prices and
weighted average
fair values of
options, separately
for options whose
exercise price
either equals or
exceeds or is less
than the market
price of the stock
(Exercise Price has
been revised which
is equal to the
market price of the
Stock)
Date of Grant
21-Aug-07 24-Apr-08 28-Aug-08 28-May-09 27-Oct-09 26-Oct-10 21-Jan-11 20-Jul-11 19-Jul-12
Weighted
average
exercise
price
(Pre re-
pricing)
(`)
75.20 63.25 37.55 47.65 41.45 57.90 58.95 93.20 68.10
Weighted
average
exercise
price
(Post re-
pricing)
(`)
37.55 37.55 37.55 47.65 41.45 57.90 58.95 93.20 68.10
Weighted
average
Fair
Value
(Pre re-
pricing)
(`)
40.45 - 23.87 30.61 26.64 36.57 37.54 55.32 37.92
Weighted
average
Fair
Value
(Post re-
pricing)
(`)
21.49 - 23.87 30.61 26.64 36.57 37.54 55.32 37.92
O A description of the method and significant assumptions used during the year to estimate the fair value of options,
including the following weighted average information
Date of Grant
21-Aug-07 24-Apr-08 28-Aug-08 28-May-09 27-Oct-09 26-Oct-10 21-Jan-11 20-Jul-11 19-Jul-12
(i) risk-free interest
rate
8.45% - 8.48% 6.36% 7.35% 7.89% 8.01% 8.23% 8.06%
(ii) expected life (yrs.) 5 - 5 5 5 5 5 5 5
(iii) expected volatility 68.23% - 68.23% 73.47% 71.72% 64.89% 63.65% 60.68% 54.32%
(iv) the price of the
underlying share in
the market at the time
of option grant (`)
75.20* - 37.55 47.65 41.45 57.90 58.95 93.20 68.10
(v) expected dividends The shares issued under stock options shall rank pari-passu, including the right to receive
dividend. Expected dividend payouts to be paid during the life of the option reduce the
value of a call option by creating drop in market price of the stock. Adjustments for known
dividend payouts over the life of the option are made to the formulae under Black Scholes
method. However, in the present case, as the life of the option is greater than one year, there
is considerable difficulty in estimating the amount and time of future dividend payouts with
certainty. Hence, future dividend payouts have not been incorporated in the valuation analysis.
* Re-priced at ` 37.55 on August 28, 2008
For and on behalf of the Board
Place : Noida Jawahar Lal Goel Arun Duggal
Date : 23 May 2013 Managing Director Director
19
STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956 RELATING TO SUBSIDIARY COMPANIES
(` in Lacs)
1. Name of the Subsidiary Company Digital Network
Distribution Pte. Ltd.
(Previously Dish TV
Singapore Pte. Ltd.)
Dish T V Lanka
(Private) Limited
2. Financial year of the Subsidiary Company ended on 31-Mar-2013 31-Mar-2013
3. Holding Companys interest 100% 70%
4. Shares held by the Holding Company in the Subsidiary 1 Equity Share of 1 SGD
(` 41) fully paid up
70,000 Equity Share of
LKR 10/- (` 0.43)
fully paid up
5. The net aggregate amount of profit / (loss) of the
Subsidiary so far as it concerns the members of
the Holding Company and is dealt with in account
of Holding Company:
a) For the Financial Year ended on March 31, 2013 10 (36)
b) For the previous Financial Years of the
Subsidiaries since it became a Subsidiary
(2) NA
6. The net aggregate amount of profit / (loss) of the
Subsidiary so far as it concerns the members of the
Holding Company and is not dealt with in account
of Holding Company:
a) For the Financial Year ended on March 31, 2013 NIL NIL
b) For the previous Financial Years of the
Subsidiaries since it became a Subsidiary
NIL NIL
For and on behalf of the Board
Place : Noida Jawahar Lal Goel Arun Duggal
Date : 23 May 2013 Managing Director Director
ANNEXURE TO DIRECTORS REPORT
20
REPORT ON CORPORATE GOVERNANCE
Corporate Governance Policy of your Company seeks to align and synergize the Corporate Governance norms
prescribed by various regulatory bodies with a view to adopt best governance practices leading to sustained
growth of your Company embracing the inclusive growth and long term benefits for all its Stakeholders and the
economy as a whole. Corporate Governance mainly involves the establishment of structures and processes,
with appropriate checks and balances that enable the Board, as collegian, to discharge their responsibilities
in a manner which is beneficial to all Stakeholders. Being a value driven organization, the Company envisages
attainment of highest level of transparency, accountability and equity in all facets of its operations. Your Company
strongly believes that Corporate Governance goes beyond the practices enshrined in the laws and is imbibed in
the basic business ethics and values that needs to be adhered to in letter and spirit. Corporate Governance is
the acceptance by management of the inalienable rights of Stakeholders as the true owners of the corporation
and of their own role as trustees on behalf of the Stakeholders.
Strong leadership and effective Corporate Governance practices have been your Companys hallmark. Your
Company firmly believes that maintaining the highest standards of Corporate Governance is imperative in its
pursuit of leadership in the Direct-to-Home (DTH) Industry. Your Company continues to focus its resources,
strengths and strategies to achieve its vision of becoming true global leader in DTH Industry. Your Company
further believes that a sound, transparent, ethical and responsible Corporate Governance framework essentially
emanates from the intrinsic will and passion for good governance ingrained in the organization. This is ensured
by taking ethical business decisions and conducting the business with a firm commitment to values, while
meeting Shareholders expectations. Your Company considers it an inherent responsibility to disclose timely
and accurate information and places high emphasis on best business practices and standards of governance.
Your Company has laid strong foundation for making Corporate Governance a way of life by constituting a Board
with a balanced mix of professionals with eminence and integrity from within and outside the business, forming
a core group of top executives, inducting competent professionals throughout the organization and putting
in place systems, processes and technologies to strengthen such foundation. In its effort to improve on the
Corporate Governance practices, your Board has adopted a Corporate Governance Manual which serves as
guide to various activities and decisions in the ordinary course of business.Through its Manual, the Company
ensures that the Board of Directors are well informed and equipped to fulfill their overall responsibilities and
to provide management with the strategic direction needed to generate long term Shareholders value. Further,
the Corporate Governance policies are reviewed periodically to ensure their continuing relevance, effectiveness
and responsiveness to the needs of our Stakeholders.
Your Company believes that sustainable Corporate Growth can be achieved by managing potential conflict of
interests by putting in place a system of checks and balances between various Stakeholders. With a view to
achieve that, the respective roles of the Board and the Senior Management and their relationship with others
in the corporate structure needs to be identified and understood. With this understanding in mind, your Board
exercises its fiduciary responsibilities in the widest sense of the term. In its endeavor to act as a trustee of the
shareholders capital, your Board performs a pivotal role in the governance system focusing on Good Governance
in order to attain maximum value for the entire spectrum of its Stakeholders leading to long term benefits to the
society at large. Our disclosures seek to match best practices in International Corporate Governance. We also
endeavor to enhance long term Shareholders value and respect minority rights in all our business decisions.
Your Company is fully compliant with the mandatory requirements of Clause 49 of the Listing Agreement
formulated by the Securities and Exchange Board of India (SEBI). The Compliance Report on Corporate
Governance of your Company is detailed hereunder:
BOARD OF DIRECTORS
Dish TVs commitment to highest standards of Corporate Governance is backed by an independent, dynamic
and fully informed Board and comprehensive processes and policies to enable transparency in our functioning.
The day to day management of the Company is entrusted to the Key/Senior Management Personnel led by the
21
Managing Director who operates under the superintendence, direction and control of the Board. Your Board
reviews and approves strategy and oversees the actions and performance of the management to ensure that the
objective of improving Stakeholders value is met.
The composition of the Board of Directors of your Company is in conformity with the relevant provisions of
the Listing Agreement and the Companies Act, 1956. Half of your Board members, i.e. 4 (four) out of 8 (eight),
are Independent Directors and the Audit, Remuneration and Selection Committees of the Board comprises of
majority of Independent Directors.
a) Composition of Board :
In line with the best governance practices, your Company has adopted the policy of separating the Boards
supervisory role from the executive management. Your Company has put in place an appropriate mix
of Executive and Non-Executive Independent Directors to maintain the Independence of the Board and
separate its functions of Governance and Management. Your Board reviews and approves strategy and
oversees the actions and performance of the Management to ensure that the long-term objective of
enhancing Stakeholders value is met.
The Composition of Board as on March 31, 2013 is in conformity with Clause 49 of the Listing Agreement,
laying down an optimal combination of Executive and Non-Executive Directors, with not less than 50 per
cent of the Board comprising of Non-Executive Directors and at least one-half comprising of Independent
Directors for a Board chaired by Non-Executive Promoter Director.
Composition of the Board as at March 31, 2013
Category of Directors No. of Directors % to Total No. of Directors
Executive Director 1 12.5
Non-Executive Independent Directors 4 50.0
Other Non-Executive Directors 3 37.5
Total 8 100
b) Board Membership & Term :
The Non-Executive Directors and Non-Executive Independent Directors of the Company are liable to retire
by rotation and one third of the said Directors retire every year at the Annual General Meeting of the
Company and if eligible, offer themselves for re-appointment.
c) Board Meetings and Procedures :
During the Financial Year 2012-13 under review, 7 (Seven) meetings of the Board were held on - May 16,
2012, May 29, 2012, July 19, 2012, August 9, 2012, October 18, 2012, January 22, 2013 and March 5, 2013.
The intervening period between the Board Meetings were well within the time gap prescribed under the
Companies Act, 1956 and Clause 49 of the Listing Agreement. The annual calendar of meetings is broadly
determined at the beginning of each year. The Board meets at least once a quarter to review the quarterly
performance and financial results of the Company.
Particulars of Directors, their attendance at the Annual General Meeting and Board Meetings held during
the Financial Year 2012-13 and also their other directorships in Public Companies (excluding Directorships
in Private Limited Companies, Foreign Companies and Section 25 Companies) calculated as per
applicable provisions of the Companies Act, 1956 and membership of other Board Committees (excluding
Remuneration Committee) as at March 31, 2013 are as under. None of the Directors on the Board of your
Company are Members of more than ten Committees or Chairman of more than five Committees across
all the Public Companies in which they are Directors.
22
Name of Director Category Attendance at: No. of
Directorships
of other
Public
Companies
No. of Memberships of
Board Committees**
Board
Meetings
(Total
Seven
Meetings)
24th AGM
held on
August 9,
2012
As
Member
As
Chairman
Subhash Chandra PD,NED 2 Yes 5 - -
Jawahar Lal Goel PD, ED 7 Yes 4 1 -
Ashok Kurien PD,NED 6 Yes 1 2 2
Bhagwan Dass Narang NED,ID 6 Yes 8 7 3
Arun Duggal NED,ID 5 Yes 6 2 2
Pritam Singh (Dr.)*** NED,ID 2 No NA***** NA NA
Eric Louis Zinterhofer NED,ID - No - - -
Lakshmi Chand NED,ID 7 Yes - 1 -
Mintoo Bhandari NED,ND 2 No 2 4 -
Sanjay Hiralal Patel**** ALT* - No NA NA NA
Utsav Baijal****** ALT* 1 NA 5 - -
PD: Promoter Director NED: Non-Executive Director
ED: Executive Director ID: Independent Director
ND: Nominee Director ALT: Alternate Director
* Alternate Director to Mr. Mintoo Bhandari
** Committee Membership details does not include Chairmanship of Committees as it has been
provided separately. As per Clause 49 of the Listing Agreement, for reckoning the limit of Committee
Chairmanships/Memberships, Audit Committee and Share Transfer and Investors Grievance
Committee have been considered.
*** Dr. Pritam Singh, Independent Director on the Board of the Company, tendered his resignation with
effect from October 1, 2012.
**** Mr. Sanjay Hiralal Patel resigned from the position of Alternate Director to Mr. Mintoo Bhandari
{Non-Executive Nominee Director of Apollo India Private Equity II (Mauritius) Limited}, with effect
from October 18, 2012.
***** Mr. Ustav Baijal was appointed as Alternate Director to Mr. Mintoo Bhandari (Non-Executive
Nominee Director) in place of Mr. Sanjay Hiralal Patel with effect from October 18, 2012.
****** NA indicates that concerned person was not a Director on the Board on the relevant date.
The Board meeting dates for the entire Financial Year are scheduled in the beginning of the year and an
annual calendar of meetings of the Board is set accordingly. The calendar of meetings is planned in such a
manner that the time gap between two meetings does not exceed 4 months, as prescribed under applicable
laws. Board meetings are generally held during such time of the end of the Quarter so as to inter alia
incorporate announcement of Quarterly results. Also, in addition to the pre-scheduled meetings, additional
Board meetings, as and when required, are convened by giving appropriate notice to deal with the business
exigencies/urgencies/specific needs of the Company. Board meetings are generally held at the Corporate
Office of the Company at Noida which are governed by a suitably structured agenda, timely made available to
the Board Members. The Company Secretary in consultation with the Chairman / Managing Director plans
the agenda of the Meetings well in advance and circulates the same along with the explanatory notes amongst
the members of the Board in compliance with the prescribed Secretarial Standards in this regard to enable
them to take informed decisions and to facilitate meaningful and focused discussions at the meetings. Any
23
Board Member may, in consultation with the Chairman, bring up any matter in addition to the matter provided
in agenda for consideration by the Board. Senior Management Personnel are invited to the Board meetings to
make requisite presentations on relevant issues or provide necessary insights into the operations / working
of the Company and corporate strategies. Regular presentations are made at the Board and Committee
Meetings, on business and performance updates of the Company, global business environment, business
strategy and risks involved. To afford necessary insight into the working of the Company and for discussing
corporate strategies, the Chief Executive Officer and Chief Financial Officer are invited to the Meetings. All
information required to be placed before the Board of Directors and Committees thereof, as per Clause 49
of the Listing Agreement, are considered and taken on record / approved by the Board / Committees thereof.
The Board regularly reviews Compliance status in respect of laws and regulations relevant to the Company.
d) Brief Profile of Directors of the Company, including those to be re-appointed at the ensuing Annual
General Meeting :
1. Mr. Subhash Chandra, Non-Executive Chairman of your Company and Promoter of Essel Group of
Companies is among the leading lights of the Indian Industry. A self-made man, Mr. Chandra has
consistently demonstrated his ability to identify new businesses and lead them on the path to success.
Mr. Chandra who is referred to as the Media Moghul of India, revolutionised the Television Industry
by launching the countrys first satellite Hindi channel Zee TV in 1992 and later the first private news
channel, Zee News. The ZEE Network today has over 650 million viewers in 168 countries. His bouquet
of businesses includes television networks (ZEE & ZNL), a newspaper chain (DNA), cable systems
(Siti Cable), Direct-to-Home (Dish TV), Satellite Communications (Agrani and Procall), Theme parks
(EsselWorld and Water Kingdom), Online gaming (Playwin), Education (Zee Learn), Flexible packaging
(Essel Propack), Infrastructure Development (Essel Infraprojects) and Family Entertainment Centres
(Fun Cinemas). Credited with tremendous business astuteness, Mr. Chandra has charted a course of
growth and success, unparalleled in business history. All of Mr. Chandras ventures are path-breaking
in nature, be it the Essel Propack, which is the largest speciality packaging company in the world;
Asias largest amusement park Essel World; or the first satellite television in India (Zee TV).
Mr. Chandra has been recipient of numerous Industry awards and civic honors including (a)
Entrepreneur of the year (Ernst & Young) in 1998; (b) Businessman of the Year (Business Standard)
(1999); (c) Entrepreneur CEO of the Year (International Brand Summit) (1999); (d) Global Indian
Entertainment Personality of the Year (FICCI) (2004); (e) Lifetime Achievement Award at the CASBAA
Convention (2009); (f) Hall of Fame for continuing contribution to Industry in Entrepreneurs category
at the INBA (2010); and (g) International Emmy Directorate Award (2011).
Mr. Chandra has made his mark as an influential philanthropist in India. He set up TALEEM
(Transnational Alternate Learning for Emancipation and Empowerment through Multimedia), an
organisation which seeks to provide access to quality education through distance and open learning.
He is also the Chairman of Ekal Vidyalaya Foundation of India a movement to eradicate illiteracy
from rural and tribal India. The Foundation provides free education to nearly 1 million tribal children
across 36,783 villages through one-teacher schools. He is also the moving force behind the Global
Vipassana Foundation a trust set up to help people raise their spiritual quotient.
Apart from the Company, Mr. Chandra holds directorship in five (5) other Indian Public Limited
Companies viz., Zee Entertainment Enterprises Limited, Zee News Limited, Essel Propack Limited,
Essel Infraprojects Limited and Siti Cable Network Limited.
Mr. Chandra does not hold any shares of the Company in his name as at March 31, 2013.
2. Mr. Jawahar Lal Goel, was appointed as the Managing Director of your Company on January 6, 2007.
He has been actively involved in the creation and expansion of the Essel Group of Industries. A prophet
in pioneering the Direct-to-Home (DTH) services in India he has been instrumental in establishing
Dish TV as a prominent brand with Indias most modern and advanced technological infrastructure.
24
Mr. Goel led the initiatives of the Indian Broadcasting Foundation (IBF) as its president for four
consecutive years from September 06 to September 10 and continues to be its active Board member.
He is also on the Board of various committees and task forces set up by Ministry of Information &
Broadcasting (MIB), Government of India, and continues to address several critical matters related to
the Industry. He is a prime architect in establishing Indias most modern and advanced technological
infrastructure for the implementation of Conditional Access System (CAS) and Direct-to-Home
(DTH) services through Head-end in the Sky (HITS) which is poised to bring about a revolution in the
distribution of various entertainment and electronic media products in India in the ensuing months
and years and would enormously benefit consumers (TV viewers).
Apart from the Company, Mr. Goel holds directorship in Four (4) other Indian Public Limited Companies
viz., Chiripal Industries Ltd., Essel Infraprojects Ltd., Rankay Investment and Trading Company Ltd.
and Zee-Turner Limited.
As on March 31, 2013, Mr. Goel holds 176,800 equity shares comprising of 0.02% of the paid up share
capital in the Company.
3. Mr. Bhagwan Dass Narang, is an Independent Non-Executive Member of the Board of your Company.
Mr. Narang is a Post Graduate in Agricultural Economics and brings with him 32 years of Banking
experience. During this period, he also held the coveted position of the Chairman and Managing
Director of Oriental Bank of Commerce. Mr. Narang has handled special assignments viz. alternate
Chairmanship of the Committee on Banking procedures set up by Indian Banks Association for the
year 1997-98, Chaired a panel on serious financial frauds appointed by RBI, Chaired a Panel on
financial construction industry appointed by Indian Banks Association (IBA), appointed as Chairman
of Governing Council of National Institute of Banking Studies & Corporate Management, elected
member of Management Committee of IBA, Member of the Advisory Council of Bankers Training
College (RBI) Mumbai, Chairman of IBAs Advisory Committee on NPA Management, CDR Mechanism,
DRT, ARC etc., elected as a Fellow and Member of Governing Council of the Indian Institute of Banking
& Finance, Mumbai, elected as Deputy Chairman of Indian Banks Association, Mumbai and recipient
of Business Standard Banker of the year Award for 2004.
Apart from the Company, Mr. Narang holds directorship in Eight (8) other Indian Public Limited
Companies viz., Shivam Autotech Ltd., Afcon Infrastructure Ltd., VA Tech Wabag Ltd., Revathi
Equipments Ltd., Karvy Stock Broking Ltd., Lakshmi Precision Screws Ltd., Mayar Health Resorts
Limited and Karvy Financial Services Limited.
As on March 31, 2013, Mr. Narang holds 6,000 equity shares comprising of 0.00% of the paid up share
capital in the Company.
4. Mr. Ashok Kurien, is a NonExecutive Director on the Board of your Company. Mr. Kurien has been in the
business of building brands for over 35 years, particularly in the fields of media and communications.
An early bird, Ashok Kurien has the keen eye of driving start-ups in emerging businesses and guiding
them to size and scale, such as TV, DTH, PR (Public Relations) and dot coms, where he invested and
mentored, which have been resounding success stories. Mr. Kurien, a well known personality in the
Advertising world, founded Ambience Advertising, one of most formidable creative powerhouse in its
first decade. Ambience has come a long way, and was later sold to the Publicis Groupe. As a special
advisor to the US $ 7 billion Publicis Groupe, he assists their mergers and acquisitions for India. He is
founder and promoter of various business ventures including Hanmer & Partners, one of Indias top-
three Public Relations Agencies; Livinguard Technologies Pvt. Ltd., the worlds first self-disinfecting
textiles technology, as well as a few other internet ventures.
Despite the great heights he has achieved in his career, Mr. Kurien has his feet firmly rooted to the
ground. He believes in commitment to society and is involved with a number of charities, NGOs and
social service organisations.
25
Apart from the Company, Mr. Kurien holds directorship in one (1) other Indian Public Limited Company
viz., Zee Entertainment Enterprises Ltd.
As on March 31, 2013, Mr. Kurien holds 1,174,150 equity shares, comprising of 0.11% of paid up share
capital in the Company.
5. Mr. Arun Duggal, is an Independent Non-Executive member of the Board of your Company. Mr.
Duggal is a Mechanical Engineer from Indian Institute of Technology, Delhi, and holds an MBA from
the Indian Institute of Management, Ahmedabad. Mr. Duggal is a visiting Professor at the Indian
Institute of Management, Ahmedabad where he teaches a course on Venture Capital & Private Equity.
He is an experienced International Banker and has advised companies and financial institutions on
Financial Strategy, M&A and Capital Raising. He is a US National and Overseas Citizen of India.He
was erstwhile Chairman of the American Chamber of Commerce, India. He was also on the Board of
Governors of the National Institute of Bank Management.
Mr. Duggal had a 26 years career with Bank of America, mostly in the U.S., Hong Kong and Japan. His
last assignment was as Chief Executive of Bank of America in India from 1998 to 2001. He is an expert
in International Finance and from 1981-1990 he was head of Bank of Americas (Oil & Gas) practice
handling relationships with companies like Exxon, Mobil, etc. From 1991-94 as Chief Executive of
BA Asia Limited, Hong Kong, he looked after Investment Banking activities for the Bank in Asia. In
1995, he moved to Tokyo as the Regional Executive, managing Bank of Americas business in Japan,
Australia and Korea. From 2001 to 2003 he was Chief Financial Officer of HCL Technologies, India.
Apart from the Company, Mr. Duggal holds directorship in Six (6) other Indian Public Limited
Companies viz. Zuari Agro Chemicals Limited, Shriram City Union Finance Ltd., Shriram Transport
Finance Co. Ltd., Shriram Capital Ltd., Info Edge (India) Ltd. and Adani Ports and Special Economic
Zone Limited.
As on March 31, 2013, Mr. Duggal holds 6,000 equity shares comprising of 0.00% in the paid up share
capital of the Company.
6. Mr. Eric Louis Zinterhofer, is an Independent Non-Executive member of the Board of your Company.
Prior to co-founding Searchlight Capital Partners, L.P. in 2010, Mr. Eric was a senior partner at Apollo
Management, L.P. (Apollo) which he joined in 1998. In the last five years, Mr. Zinterhofer served
on the Board of Directors of Affinion Group, Inc., IPCS Inc. and Unity Media GmbH. He is currently
the Non-Executive Chairman of the Board of Charter Communications, Inc. and is also a member
of the Board of Directors at Central European Media Enterprises Ltd., Hunter Boot Limited, Integra
Telecom Inc., and Leo Cable LLC. From 1994-1996, Mr. Zinterhofer was a member of the Corporate
Finance Department at Morgan Stanley Dean Witter & Co. From 1993-1994, he was a member of the
Structured Equity Group at J.P. Morgan Investment Management. He graduated Cum Laude from the
University of Pennsylvania with BA degrees in Honors Economics and European History and received
his MBA Degree from the Harvard Business School.
Mr. Zinterhofer does not hold directorship in any other Indian Public Limited Companies.
As on March 31, 2013, Mr. Zinterhofer does not hold any shares in the Company.
7. Mr. Lakshmi Chand, is an Independent Non-Executive Director on the Board of your Company.
Mr. Lakshmi Chand is a Post Graduate in M.A (Economics) from Punjab University and is a Law
Graduate from Delhi University. He joined Indian Administrative Service, the countrys Premier Civil
Service, in 1969 and was assigned Uttar Pradesh Cadre. Mr. Lakshmi Chand held various important
positions in the Government of Uttar Pradesh and in Government of India. During his 36 years of
service he served both the Union Government and the State Government whereby he handled a variety
of assignments both at the policy formulation level and at the implementation level. While at the
State level, in addition to the usual assignments of SDM/DM/DIV Commissioner, he worked on the
26
posts of Secretary/Principal Tourism, Sugar Industry, CMD, UPSRTC and Chairman, Noida, Greater
Noida, UPSIDC, UPFC, UP Nirman Nigam, UP Bridge Corporation, UP Textile Corporation etc. While
at the Center he worked as Dy. Director (Admin) AIIMS, and Joint Secretary, Ministry of Development
of Industrial Policy & Promotion. He retired as Secretary, Ministry of Development of North Eastern
Region on July 31, 2005. He has widely travelled both in India & abroad. After retirement he joined the
National Commission for Denotified, Nomadic & Semi-Nomadic Tribes as Member Secretary for 2
years. He holds Directorship in Echelon Institute of Technology, Faridabad (Haryana).
Mr. Lakshmi Chand does not hold directorship in any other Indian Public Limited Companies.
As on March 31, 2013 Mr. Lakshmi Chand does not hold any shares in the Company.
8. Mr. Mintoo Bhandari, is a Non Executive Nominee Director of Apollo India Private Equity II (Mauritius)
Limited on the Board of your Company with effect from October 27, 2010. Prior to that he was on the
Board of your Company as an Alternate Director to Mr. Eric Zinterhofer. Mr. Bhandari graduated with
an SB in Mechanical Engineering from MIT and with an MBA from the Harvard Business School.
Mr. Bhandari is the Managing Director of AGM India Advisors Private Limited, the Indian Sub-Advisor
to Apollo Management. Prior to AGM India Advisors Private Ltd., Mr. Bhandari was Managing Director
of The View Group, an India-focused Private Equity Firm.He was an early participant in the sourcing,
execution and development of transactions and enterprises which leveraged operating resources in
India and has been integrally involved with approximately twenty such transactions, several of which
were pioneering in their structure, strategy and timing. Mr. Bhandari was also previously a member
of the private equity team, and later a manager of hedge fund capital at the Harvard Management
Company which manages the endowment of Harvard University.
Mr. Bhandari holds directorship as Nominee Director in two (2) other Indian Public Limited Company
viz., Welspun Corp Limited and Welspun Maxsteel Limited.
As on March 31, 2013, Mr. Bhandari does not hold any shares in the Company.
9. Mr. Utsav Baijal, is an Alternate Director to Mr. Mintoo Bhandari on the Board of your Company with
effect from October 18, 2012. He is a Principal at Apollo Management International, having joined
the firm in 2008. Mr. Baijal joined Apollo in its New York office and worked actively on distressed
investments before moving to India in 2009. Prior to Apollo, Mr. Baijal was with the private equity group
at Bain Capital in Boston, where he was focused on investments in the consumer and retail segments.
Mr. Baijal spent five years with McKinsey & Company and was the founding member of that firms
corporate finance practice in India. He worked extensively on corporate M&A assignments in India,
Hong Kong and China. Mr. Baijal graduated summa cum laude from St. Stephens College, University
of Delhi with a BA in economics. He also completed his MBA from Indian Institute of Management,
Ahmedabad, where he was an Industry Scholar.
Mr. Baijal holds directorship in five (5) other Indian Public Limited Companies viz., Welspun Corp
Limited, Welspun Maxsteel Limited, Welspun Infratech Limited, Welspun Energy Limited and Welspun
Tradings Limited.
As on March 31, 2013, Mr. Baijal does not hold any shares in the Company.
(e) Code of Conduct :
In conformity with the Clause 49 of the Listing Agreement, the Company has adopted a Code of Conduct
for the Board and the Senior Management of the Company. The Board and Senior Management Personnel
annually affirm the compliance of such Code of Conduct. The Code has also been posted on Companys
website viz. www.dishtv.in.
All the members of the Board and the Senior Management have affirmed compliance to the said Code of
Conduct during the Financial Year ended March 31, 2013. A declaration signed by the Managing Director of
27
the Company in terms of the requirement under the Listing Agreement affirming compliance with the Code
of Conduct by the members of the Board and Senior Management Personnel is given below:
Declaration pursuant to Clause 49 I (D) (ii) of the Listing Agreement
I confirm that the Company has obtained from all Directors and Senior Management Personnel of the
Company their affirmation of compliance with the Code of Conduct for Members of the Board and Senior
Management of the Company for the Financial Year ended March 31, 2013.
Jawahar Lal Goel
Managing Director
Noida, May 23, 2013
BOARD COMMITTEES
Your Board has constituted Committees to focus on specific areas and make informed decisions within
the authority delegated to each of the Committees. Each Committee of the Board is guided by its terms of
reference, which is in compliance with applicable laws and which defines the scope, powers and composition
of the Committees. All decisions and recommendations of the Committees are placed before the Board either
for information or for review and approval. Relevant details pertaining to the Audit Committee, Remuneration
Committee, Selection Committee, Share Transfer and Investors Grievance Committee, Budget Committee and
ESOP Allotment Committee are as detailed hereunder.
a) Audit Committee
Composition: The Audit Committee of the Board of your Company has been constituted in compliance
with the Section 292A of the Companies Act, 1956 read with Clause 49 of the Listing Agreement with the
Stock Exchanges. It consists of 5 (Five) members as on March 31, 2013, three of whom are Independent
Directors, with Mr. B D Narang, a Non-Executive Independent Director, as its Chairman. All members of the
Committee are financially literate and possess accounting and related financial management expertise.
During the year under review, Dr. Pritam Singh, Independent Director on the Board of your Company, tendered
his resignation with effect from October 1, 2012. Accordingly, the Audit Committee was reconstituted and
Mr.Lakshmi Chand, Independent Director of your Company was appointed as member of the Audit Committee
with effect from October 1, 2012.
Further, Mr. Sanjay Hiralal Patel resigned from the position of Alternate Director to Mr. Mintoo Bhandari
{Non-Executive Nominee Director of Apollo India Private Equity II (Mauritius) Limited}, with effect from
October 18, 2012. In place of Mr. Sanjay Hiralal Patel, Mr. Ustav Baijal was appointed as Alternate Director
to Mr. Mintoo Bhandari with effect from the said date.
As on March 31, 2013, the Audit Committee comprised of the following members:
Name of the Director Designation Category Date of the Appointment in
the Committee
B.D. Narang Chairman Non-Executive Independent January 6, 2007
Arun Duggal Member Non-Executive Independent January 6, 2007
Ashok Kurien Member Non-Executive - Promoter February 1, 2009
Mintoo Bhandari Member Non-Executive - Nominee October 27, 2010
Lakshmi Chand* Member Non-Executive Independent October 1, 2012
* Appointed as a member of the Committee with effect from October 1, 2012
Primary Objective: The Primary Objective of the Audit Committee of your Company is to assist the Board
in effective supervision of the financial reporting processes to ensure proper disclosure of financial
statements and reporting practices of your Company and its credibility and compliance with the Accounting
28
Standards, Stock Exchanges and other legal and regulatory requirements. Its key purpose is to analyze
the management financial reporting process in order to ensure specific, timely and proper disclosure and
transparency, integrity and quality of financial reporting. The Committee oversees the work carried out in
the financial reporting process by the Management, the Internal Auditors and the Independent Auditors,
and notes the processes and safeguards employed by each of them.
The functions and powers of the Audit Committee are as provided in Clause 49 of the Listing Agreement
with Stock Exchanges and Section 292A of the Companies Act, 1956.
Terms of Reference:
The terms of reference of the Audit Committee inter alia include:
Overseeing of Companys financial reporting process and disclosure of its financial information;
Review with the management, quarterly and annual financial statements;
Review of Related Party Transactions;
Review of Companys financial and risk management policies;
Review with the Management, Statutory and Internal Auditors, adequacy of internal control systems;
Review of financial statements, investment, minutes and related party transactions of Subsidiary
Company(s);
Reviewing, with the Management, the quarterly financial statements before submission to the Board
for approval;
Recommend to the Board the appointment, re-appointment and removal of the Statutory Auditor and
Chief Internal Auditor, Cost Auditor and fixation of their remuneration;
Discussion with Statutory Auditors about the nature and scope of audit as well as post audit discussion
to ascertain any area of concern and internal control weaknesses observed by the Statutory Auditors;
Reviewing with the Management, the Annual Financial Statements before submission to the Board
in relation to items to be included for compliance of Section 217(2AA) of the Companies Act, 1956,
compliance with listing and other requirements and qualifications in the Draft Audit Report, if any;
Discussion of Internal Audit Reports with Internal Auditors and significant findings and follow up there
on and in particular internal control weaknesses and reviewing the adequacy of internal audit function;
Reviewing with the Management, the statement of uses/application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other
than those stated in the offer document/prospectus/notice and the report submitted by the Monitoring
Agency monitoring the utilization of proceeds of the public or right issue, and making appropriate
recommendations to the Board to take up steps in this matter;
Review the functioning of the Whistle Blower Mechanism;
Carrying out all other functions as are mentioned in the terms of reference of the Audit Committee;
Additionally, the Audit Committee of your Board reviews the Management Discussion and Analysis of
financial conditions and results of operations of the Company; Management letters issued by the Statutory
Auditors and Internal Audit Reports prepared and presented by the Internal Auditors.
Audit Committee Meetings are generally attended by the Managing Director, Chief Executive Officer, Chief
Financial Officer and the Statutory Auditors of the Company. The Representative of Internal Auditors and
Cost Auditors of the Company are invited to attend and participate in the Audit Committee Meetings. The
Company Secretary acts as the Secretary of the Audit Committee.
Internal Audit
Your Company appointed M/s S. S. Kothari Mehta & Co., as its Internal Auditor for the FY 2012-13. The
Companys system of internal controls covering financial, operational, compliance, IT, HR, Service, etc., are
29
reviewed by the Internal Auditors from time to time and in addition to the same presentations are made by
them before the Audit Committee on quarterly basis covering few functions of the organization at a time.
Your Companys Audit Committee inter alia, reviews the adequacy of internal audit function, the internal
audit reports and reviews the internal control processes and systems. The Audit Committee is provided
necessary assistance and information to render its function efficiently.
Cost Audit
In compliance with The Companies (Cost Audit Report) Rules, 2011 and Cost Accounting Records
(Telecommunication Industry) Rules, 2011 issued by the Central Government, your Company has re-
appointed M/s Chandra Wadhwa & Co., Cost Accountants (Membership Number 6797), as the Cost Auditor
of your Company for carrying out the audit of cost accounts, cost records & cost statements and submission
of Cost Audit Report & Compliance Report for the Financial Year 2012-13. The due date for submission of the
Cost Audit Report and Compliance Report for the Financial Year 2012-13 is September 30, 2013.
For the Financial Year 2011-12, The Ministry of Corporate Affairs, Government of India, vide its General
Circular No. 2/2013 dated January 31, 2013, allowed the Companies to file their Cost Audit Report and
Compliance Report for the Financial Year 2011-12 in eXtensible Business Reporting Language (XBRL)
mode, within 180 days from the close of the Financial Year or by February 28, 2013, whichever is later. In
compliance with the same, your Company has duly submitted the Cost Audit Report for the Financial Year
2011-12 along with requisite Annexures and Attachments in XBRL mode with the Ministry of Corporate
Affairs, Government of India, on January 29, 2013.
Your Board, upon recommendation of the members of the Audit Committee, have approved the re-
appointment of M/s Chandra Wadhwa & Co. as the Cost Accountant for the Financial Year 2013-14. M/s
Chandra Wadhwa & Co. has furnished their consent, compliance certificate and affirmations pursuant to
Sections 224(1B), 233B, 226(3) and 226(4) of the Companies Act, 1956.
Audit Committee Meetings
During the year under review, the Audit Committee met at least once in each quarter and the maximum time
gap between two Audit Committee Meetings did not exceed the limit prescribed in Clause 49 of the Listing
Agreement. The Committee met five (5) times i.e. on May 16, 2012, July 19, 2012, October 18, 2012, January
22, 2013 and March 5, 2013.The necessary quorum was present for all the meetings held during the year.
Attendance at Audit Committee Meetings:
Names of the
Committee Members
Meeting Details Whether attended last
AGM (Y/N)
Held during the
tenure of Director
Attended % of Total
B.D. Narang 5 4 80 Y
Arun Duggal 5 4 80 Y
Pritam Singh (Dr.)* 5 1 20 N
Ashok Kurien 5 5 100 Y
Mintoo Bhandari 5 2 40 N
Lakshmi Chand** 5 3 60 Y
Utsav Baijal*** 5 1 20 NA****
* Ceased to be a member of the Committee with effect from October 1, 2012
** Appointed as member of the Committee with effect from October 1, 2012
*** Appointed as Alternate Director to Mr. Mintoo Bhandari with effect from October 18, 2012
**** NA indicates that the concerned person was not a Director on the Board at the relevant date
30
Mr. B.D. Narang, Chairman of the Audit Committee was present at the 24
th
Annual General Meeting of the
Company held on August 9, 2012, to answer the Shareholder queries.
b) Remuneration Committee
Composition: The Remuneration Committee of the Board comprises three (3) Non-Executive Directors, all
of whom are Independent Directors. Mr. B. D Narang, Non-Executive Independent Director, is the Chairman
of the Committee. The Company Secretary is the Secretary of the Committee.
During the year under review, Dr. Pritam Singh, Independent Director on the Board of your Company,
tendered his resignation with effect from October 1, 2012. Accordingly, the Remuneration Committee was
reconstituted and Mr. Lakshmi Chand, Independent Director of your Company was appointed as member
of the Committee with effect from October 1, 2012.
The Composition of the Remuneration Committee as on March 31, 2013 is as under:
Name of the Director Designation Date of the Appointment in the
Committee
B.D. Narang Chairman January 6, 2007
Arun Duggal Member January 6, 2007
Lakshmi Chand* Member October 1,2012
* Appointed as member of the Committee w.e.f. October 1, 2012
Terms of Reference: The broad terms of reference of the Committee inter alia include reviewing the overall
compensation policy, service agreements and other employment conditions of Senior Management and
Executive Director(s) of your Company. The Committee has the powers to determine and recommend to the
Board the amount of remuneration,compensation and perquisites payable to the Executive Directors and
Senior Management. The Board, in turn, ensures that the remuneration and compensation is well within
the overall limit specified by the Companies Act, 1956, subject to the approval of the shareholders, where
necessary.
Additionally the Remuneration Committee has been vested with the powers for administration and
implementation of Employees Stock Option Scheme 2007, including matters with respect to review and
grant of options to the eligible employees under the Scheme.
During the year under review, Three (3) Remuneration Committee Meetings were held on the following
dates May 16, 2012, July 19, 2012 and August 9, 2012.
Attendance at Remuneration Committee Meetings
Names of the
Committee Members
Meeting Details
Held during the tenure
of Director
Attended % of Total
B.D. Narang 3 3 100
Arun Duggal 3 2 66
Pritam Singh (Dr.)* 3 2 66
Lakshmi Chand** 3 NA*** NA
* Ceased to be a member of the Committee with effect from October 1, 2012
** Appointed as member of the Committee with effect from October 1, 2012
*** NA indicates that the concerned person was not a Director on the Board at the relevant date
Remuneration Committee Meetings are generally attended by the Managing Director and Chief Financial
Officer of the Company.
31
Remuneration paid to the Managing Director during the year:
Name Position Remuneration (`)
Salary and Allowances
Employers Contribution
to Provident Fund (`)
Jawahar Lal Goel Managing Director 7,757,559 417,925
Mr. Jawahar Lal Goel, Managing Director of your Company has been re-appointed with effect from January
6, 2013 for period of 3 years in terms of Special Resolution passed by the Shareholders through the Postal
Ballot Mechanism with requisite majority of votes on October 17, 2012, and upon the approval of the Ministry
of Corporate Affairs (MCA), Government of India, as per applicable provisions of the Companies Act, 1956.
The Company had duly applied to the MCA for obtaining their approval for re appointment of Mr.Jawahar
Lal Goel as Managing Director of the Company. The MCA, vide its approval letter no. B56516156 / 2 / 2012
CL VII dated December 5, 2012, has approved the re appointment of Mr. Goel for a period of three years
with effect from January 6, 2013,at a remuneration of ` 90,00,000 per annum.
Remuneration to Non-Executive Directors:
During the Financial Year 2012-13, the Non-Executive Directors were paid sitting fee of ` 20,000/- for each
meeting of the Board of Directors and ` 15,000/- for each Committee meeting, attended by them which is
within the permissible limits prescribed by Section 310 of the Companies Act, 1956, read with Rule 10B of
the Central Government (General Rules and Forms) 1956.
Particulars of Sitting Fees paid to Non-Executive Directors of the Company for Financial Year 2012-13 are
as under:
S. No. Name of Director Sitting Fees (`)*
1 Subhash Chandra 40,000
2 B D Narang 240,000
3 Ashok Kurien 285,000
4 Arun Duggal 190,000
5 Pritam Singh (Dr.) 85,000
6 Eric Zinterhofer Nil
7 Lakshmi Chand 320,000
8 Mintoo Bhandari 85,000
9 Sanjay Hiralal Patel Nil
10 Utsav Baijal 35,000
At the Board Meeting held on August 28, 2008, the below mentioned four Non-Executive Independent
Directors were granted 7,500 Stock Options each (convertible into equivalent number of Equity Shares of `1
each of the Company) at an exercise price equivalent to Market Price, in terms of Securities and Exchange
Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999,
as on the date of grant of Option i.e. ` 37.55 per Stock Option.
32
Particulars of Stock Options Granted to the Non-Executive Directors and exercised/outstanding as at
March 31, 2013 is as under:
Name of the
Directors
Category No. of options
granted
Options Vested Options
Exercised
B. D. Narang Non-Executive Independent 7500 6000 6000
Pritam Singh (Dr.)* Non-Executive Independent 7500 6000 -
Arun Duggal Non-Executive Independent 7500 6000 6000
Eric Zinterhofer Non-Executive Independent 7500 6000 -
* Options granted to Dr. Pritam Singh lapsed upon his resignation from the Board on October 1, 2012
During the year, no new Stock Options have been granted to the Directors under ESOP - 2007 Scheme of
the Company.
The Non-Executive Independent Directors of the Company do not have any other material pecuniary
relationships or transactions with the Company or its Directors, Senior Management, Subsidiary or
Associate, other than in normal course of business.
As on March 31, 2013, the Non-Executive Directors of your Company held the following shares in the
Company:
Name of the Non Executive Directors No. of Shares held
Subhash Chandra Nil
B. D. Narang 6,000
Arun Duggal 6,000
Ashok Kurien 1,174,150
Eric Zinterhofer Nil
Mintoo Bhandari Nil
Lakshmi Chand Nil
c) Selection Committee
Composition: The Selection Committee of the Board comprises of Mr. B.D Narang, Non-Executive
Independent Director, Mr. Lakshmi Chand, Non-Executive Independent Director and Mr. Barun Das as an
outside expert as members of the Committee.
The said Committee had been constituted pursuant to provisions of Section 314 (1B) of the Companies
Act, 1956, read with Directors Relatives (Office or Place of Profit) Amendment Rules, 2011 to evaluate the
process of selecting and appointing a Director or a relative of Director to hold any office or place of profit
in the Company which carries a total monthly remuneration of not less than ` 2,50,000/- per month.
Meetings & Attendance during the year: During the year under review, the Committee met once on August
9, 2012 to consider and approve the change in terms and conditions of appointment of Mr. Gaurav Goel,
Senior Managerial Personnel of the Company, under Section 314 (1B) of the Companies Act, 1956. The
Meeting was attended by all the members of the Committee.
d) Share Transfer and Investors Grievance Committee
Composition: The Share Transfer and Investors Grievance Committee of the Board comprises of Mr. Ashok
Kurien, Non-Executive Director as the Chairman and Mr. Jawahar Lal Goel, Managing Director as its
Member. The Company Secretary is the Secretary to the Committee.
33
The Committee is vested with the power to approve and review all matters connected with transfer of
shares of the Company and to oversee quick and efficacious resolution of Investor complaints. The primary
role of the Committee is to build Investor relations, by supervising and ensuring efficient and judicious
transfer of shares and proper and timely attendance of Investors grievances like transfer of shares, non-
receipt of balance sheet, etc. The Committee has delegated the power of approving transfer, transmission,
rematerialization, dematerialization, split of shares, consolidation, etc. of shares of the Company to the
officials of the secretarial department.
Mr. Ranjit Singh, Company Secretary is the Compliance Officer of the Company.
Meeting and attendance during the year: During the period under review, Share Transfer and Investors
Grievance Committee met (4) four times i.e. on May 16, 2012, July 19, 2012, October 18, 2012 and January
22, 2013. The meetings were attended by all the members of the Committee.
Details of number of requests/complaints received and resolved during the year ended March 31, 2013,
are as under:
Nature of Correspondence Received Replied/Resolved Pending
Non Receipt of Shares
Non Receipt of Annual Report
Non Receipt of Dividend Payment
Non Receipt of Fractional Payment
Non Receipt of confirmation on Call Money
Complaint lodged with SEBI
Complaint lodged with ROC
Complaint lodged with NSE/BSE
0
6
9
0
0
6
0
4
0
6
9
0
0
6
0
4
-
-
-
-
-
-
-
-
Total 25 25 Nil
e) Budget Committee
Composition: The Budget Committee was constituted on January 22, 2010 and presently comprises of
Mr. Jawahar Lal Goel, Managing Director, Mr. Mintoo Bhandari, Non-Executive Nominee Director, and Mr.
Ashok Kurien, Non-Executive Director as its members.
The Committee is entrusted with the power to consider, review and approve the Companys Annual Budget
and Business Plan,and recommend the same to the Board of Directors and to review, ratify and approve
variation(s) in any particular revenue budgeted line item from the approved budget for that particular item.
The Company Secretary is the Secretary to the Committee and the Chief Financial Officer of the Company
is a permanent invitee to the Committee.
Meeting and attendance during the year: During the period under review, the Budget Committee met once
on March 5, 2013. The meeting was attended by all the members.
f) ESOP Allotment Committee
Composition: The ESOP Allotment Committee was constituted on October 26, 2010 and comprises of
Mr. Jawahar Lal Goel, Managing Director, Mr. Ashok Kurien, NonExecutive Director and Mr. Lakshmi
Chand, Non-Executive Independent Director as its members.The primary objective of the Committee is
to process and facilitate allotment of Equity Shares, from time to time, upon exercise of Stock Options
granted under ESOP Scheme 2007 of your Company.
Mr. Ranjit Singh, Company Secretary of the Company acts as Secretary to the Committee.
34
During the year eight (8) ESOP Allotment Committee Meetings were held on April 24, 2012, June 25, 2012, August
9, 2012, August 27, 2012, September 20, 2012, October 9, 2012, November 17, 2012 and December 27, 2012.
Attendance at ESOP Allotment Committee Meetings
Names of the Committee
Members
Meeting Details
Held during the tenure
of Director
Attended % of Total
Jawahar Lal Goel 8 8 100
Lakshmi Chand 8 8 100
Ashok Kurien 8 1 12.5
In addition to the above, your Board has constituted the following Committees:
1. Finance Committee to facilitate monitoring and expediting fund raising process of the Company,
from time to time, as may be required. The Finance Committee comprises of Mr. Jawahar Lal Goel,
Managing Director, Mr. Arun Duggal, Non-Executive Independent Director and Mr. Ashok Kurien,
Non-Executive Director. The primary function of the Finance Committee is to consider and approve
financing facilities offered and/or sanctioned to the Company by various Banks and/or Indian Financial
Institutions from time to time, in the form of Term Loans, Working Capital Facilities, Guarantee
Facilities, etc., including the acceptance of terms and conditions of such facilities being offered.
2. Corporate Management Committee comprising of Key Executives including the Managing Director
and CEO of the Company, to review, approve and/or grant authorities for managing day-to-day affairs
of the Company within the limits delegated by the Board.
3. Cost Evaluation & Rationalization Committee to evaluate various options to rationalize the cost and work
out the ways to increase the productivity / enhance the Average Return. Cost Evaluation & Rationalization
Committee comprises of senior executives including the Managing Director as its members.
4. Nomination Committee comprising of Mr. Subhash Chandra as Chairman and Mr. Ashok Kurien,
Non-Executive Director and Mr. Lakshmi Chand, Non-Executive Independent Director as members,
with a view to determine and recommend (a) appropriate criteria, expertise and skills for the Board
membership of the Company; (b) the framework for evaluation of performance of the Board and the
Directors; and (c) recommend appointment of Directors.
Your Board has provided for detailed guidelines on constitution, quorum, scope and procedures to be
followed by these Committees in discharging their respective functions. Minutes of the proceedings of
each Committee meetings held are circulated to the Board Members along with agenda papers and are
placed for record by the Board at its subsequent Meeting.
RELATIONSHIP BETWEEN DIRECTORS INTER-SE
Mr. Subhash Chandra, Non-Executive Director and Chairman of the Board and Mr. Jawahar Lal Goel, Managing
Director are related as brothers. Apart from them, no other Directors, are, in any way related.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed report on Management Discussion and Analysis is provided separately as a part of this Annual Report.
SHAREHOLDERS DISCLOSURE REGARDING RE-APPOINTMENT OF DIRECTORS
According to the Articles of Association of the Company one-third of the Non-Executive Directors retire by rotation
and, if eligible, may request for their re-appointment at the Annual General Meeting. As per the provisions of
the Companies Act, 1956, Mr. Subhash Chandra,Non-Executive Director and Mr. Eric Louis Zinterhofer, Non-
Executive Independent Director, retire at the ensuing Annual General Meeting and being eligible, have offered
their re-appointment as Directors of the Company. The Board has recommended the re-appointment of the
retiring Directors.
35
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
As enunciated by Clause 49 of the Listing Agreement, the Statutory Auditors Certificate is annexed in this
Annual Report.
CEO/ CFO CERTIFICATION
In terms of the provisions of Clause 49 (V) of the Listing Agreement with the Stock Exchanges, the CEO/CFO
certification by the Managing Director and the Chief Financial Officer of your Company is annexed in this Annual
Report.
GENERAL MEETINGS
The 25
th
Annual General Meeting of the Company for the Financial Year 2012 13 will be held at 11:00 A.M. on
Friday, August 23, 2013, at Dr. Sarvepalli Radhakrishnan Auditorium, Kendriya Vidyalaya No. 2, A.P.S. Colony
Delhi Cantt, New Delhi 110 010.
Details of Annual General Meetings held during last 3 years are as follows:
Financial year Ended Date & Time Venue Special Resolution Passed
March 31, 2012 Thursday,
August 9,
2012, 1100
Hrs
NCUI Auditorium, 3,
Siri Institutional Area,
August Kranti Marg,
New Delhi 110 016
None
March 31, 2011 Tuesday,
August 30,
2011, 1130
Hrs
NCUI Auditorium, 3,
Siri Institutional Area,
August Kranti Marg,
New Delhi 110 016
Appointment of Mr. Gaurav Goel relative of
Mr. Jawahar Lal Goel, Managing Director
and Mr. Subhash Chandra, Chairman, to
hold an office or place of profit as Zonal
Head Delhi Zone of the Company
March 31, 2010 Thursday,
December 16,
2010, 1130
Hrs
Seven Seas, B-28, Ring
Road, Lawrence Road,
Industrial Area,
Delhi -110 035.
Appointment of Mr. Gaurav Goel, to hold an
office or place of profit of or in Integrated
Subscriber Management Services Limited;
Raising of Long Term Funds upto USD
200 Million, through issue of Securities
including through the QIP and / or GDR
and / or ADR and / or FCCB and / or
Preferential issue, subject to applicable
SEBI Regulations, provisions under
Section 81(1A) of the Companies Act, 1956
and the relevant permissions;
Power to Board of Directors for creation of
mortgage and / or charge on all or any of
Companys immovable and / or movable
assets, both present and future, pursuant to
Section 293(1)(a) of the Companies Act, 1956.
All the above Special Resolutions were passed with requisite majority.
None of the Resolutions proposed at the ensuing Annual General Meeting needs to be passed by Postal Ballot
in terms of Section 192A of the Companies Act, 1956, read with the Companies (Passing of the Resolution by
Postal Ballot) Rules 2011.
POSTAL BALLOT
During the year under review, your Company sought the approval of the Shareholders through the Postal Ballot
Mechanism for the below mentioned Resolutions proposed by the Company vide Postal Ballot Notice(s) dated
36
August 9, 2012 and October 18, 2012. The Postal Ballot was conducted in terms of the procedure provided under
Section 192A of Companies Act, 1956 read with Companies (Passing of the Resolution by Postal Ballot) Rules,
2011, as amended from time to time. The results on the voting conducted through Postal Ballot process were
declared on October 17, 2012 and November 26, 2012. The Resolutions passed and the voting pattern of each
such Resolution is mentioned hereunder:
I. Resolutions passed on October 17, 2012 and Voting Pattern thereof
S. No. Particulars of Resolution % of Votes
In favour Against
1. Special Resolution under Section 17 of the Companies Act, 1956 for Alteration
of Sub Clause C of Clause III of Memorandum of Association of the Company by
insertion of New Clause No. 124 and approval under Section 149(2A) of the Act
for commencing business embodied in the newly inserted Other Objects.
99.9994 0.0006
2. Special Resolution under Section 198, 269, 309, 310, 311 read with Schedule XIII of
the Companies Act, 1956 for re-appointment of Mr. Jawahar Lal Goel as Managing
Director of the Company for a period of 3 years effective January 6, 2013.
99.9984 0.0016
3. Special Resolution under Section 314(1B) of the Companies Act, 1956 for
revision in terms and remuneration of Mr. Gaurav Goel (relative of Chairman
and Managing Director), upon his appointment as Executive Vice President
Business Development and Strategy with effect from November 1, 2012.
99.9982 0.0018
4. Special Resolution under Section 372A of the Companies Act, 1956 to make
Loans / Investments or give Guarantee or provide any Security up to a limit of `
70 Crores in Dish T V Lanka (Private) Limited over and above the limits prescribed
under the said Section.
99.9972 0.0028
The result of the Postal Ballot was declared on October 17, 2012, and published in Business Standard (English
all edition) and Business Standard (Hindi Delhi edition) on October 18, 2012.
II. Resolutions passed on November 26, 2012 and Voting Pattern thereof
S. No. Particulars of Resolution % of Votes
In favour Against
1. Ordinary Resolution under Section 16, 94 and other applicable provisions of the
Companies Act, 1956 for increase of Authorised Share Capital of the Company
from Rs. 135 Crores to Rs. 150 Crores and consequent change in Clause V of the
Memorandum of Association of the Company.
99.9958 0.0042
2. Special Resolution under Section 31 and other applicable provisions of the
Companies Act, 1956 for amendment in the Articles of Association of the
Company to provide for participation in Board Meetings, Committee Meetings,
General Meeting(s) and Postal Ballot and service of documents to the Members,
through permitted e-mechanism.
99.9993 0.0007
3. Special Resolution under all the applicable provisions including the provisions of
Foreign Exchange Management Act, 1999 and the rules framed there under, the
Companies Act, 1956 or such other applicable laws, rules, regulations, guidelines,
notifications, circulars (including Press Note 7 (2012 Series) dated September 20, 2012
issued by the Department of Industrial Policy & Promotion, Ministry of Commerce &
Industry, Government of India) for increase in Foreign Investment limit in the Company.
99.9989 0.0011
4. Special Resolution under Section 81 (1A) of the Companies Act, 1956 for Raising
of funds upto USD 200 Million through issue of further capital.
98.0535 1.9465
The result of the Postal Ballot was declared on November 26, 2012, and published on Business Standard
(English all edition) and Business Standard (Hindi Delhi edition) on November 27, 2012.
37
Procedure followed for Postal Ballots :
The procedure prescribed under Section 192A of the Companies Act, 1956, read with the Companies (Passing of
the Resolution by Postal Ballot) Rules 2011, was adopted for both the Postal Ballots.
In compliance with aforesaid provisions, your Company offered E-Voting facility as an alternate/option, for voting
by the Shareholders, in addition to the option of physical voting, to enable them to cast their votes electronically
instead of dispatching Postal Ballot Form. Each Shareholder/Member had to opt for only one mode for voting
i.e. either by Physical Ballot or by E-Voting. In case of Shareholder(s)/Member(s) who casted their vote via both
modes i.e. Physical Ballot as well as E-Voting, voting done through a valid Physical Postal Ballot Form was
treated as prevailing over the E-Voting of that Shareholder/Member.
Mr. Jayant Gupta, Jayant Gupta & Associates, Practicing Company Secretary was appointed as the Scrutinizer
to conduct the Postal Ballot processes.
DISCLOSURES :
(a) Basis of Related Party Transactions :
A statement in summary form of transactions with related parties in the ordinary course of business, details
of material individual transactions with related parties which are not in the normal course of business and
details of material individual transactions with related parties which are not on an arms length basis are
required to be placed before the Audit Committee.
During the Financial Year 2012-13, there were no materially significant related party transactions i.e.
transactions material in nature, between the Company and its Promoters, Directors or Management or
their relatives etc. having any potential conflict with interests of the Company at large. The Company places
all the relevant details before the Audit Committee and the Board on Quarterly and Annual Basis.
(b) Risk Management :
Your Company has put in place procedures and guidelines to inform the Board members about the risk
assessment and minimization procedures. Such procedures are periodically reviewed in light of industry
dynamics to ensure that executive management controls risk through means of a properly defined
framework.
The Company has a comprehensive risk management policy and the same is periodically reviewed by the
Board of Directors. The Risk Management and Internal Control is discussed in detail in the Management
Discussion and Analysis that forms a part of this Annual Report.
(c) Proceeds from public issues, rights issues, preferential issues etc. :
In terms of Clause 49 IV (D) of the Listing Agreement, if a Company raises any Capital during the year
through an issue (public issues, rights issues, preferential issues etc.), then it shall disclose to the Audit
Committee, the uses/applications of funds on a Quarterly basis as a part of their quarterly declaration of
financial results. Further, on an Annual basis, the Company shall prepare a statement of funds utilized
for purposes other than those stated in the offer document/prospectus/notice and place it before the
Audit Committee till such time that the full money raised through the issue has been fully spent. This
statement shall be certified by the Statutory Auditors of the Company. Furthermore, where the Company
has appointed a Monitoring Agency to monitor the utilization of proceeds, it shall place before the Audit
Committee the Monitoring Report of such agency.
As per the disclosure requirements required under Clause 49 IV (D) of the Listing Agreement, the Utilization
of Rights Issue proceeds is placed before the Board and Audit Committee on Quarterly and Annual basis.
The Utilization of Right Issue proceeds is duly certified by the Statutory Auditors on Half Yearly basis and
Annual basis.The Monitoring Report issued by the Monitoring Agency for the period July 2012 to December
2012 containing the report on the revised manner of utilization of Right Issue proceeds, as approved by
the Board, was placed before the Audit Committee and the Board and the same was recorded by the
38
Committee and the Board at their respective meetings and necessary compliance in this regard have been
carried out. Similarly, the utilization of proceeds arising out of GDR proceeds are also placed before the
Audit Committee and Board on Quarterly and Annual basis.
(d) Details of non-compliance by the company, penalties, strictures imposed on the Company by Stock
Exchange or SEBI or any statutory authority
There has not been any non-compliance by the Company and no penalties or strictures have been imposed
by SEBI or Stock Exchanges or any other statutory authority on any matter relating to capital markets,
during the last three years.
(e) Whistle Blower Policy
The Company promotes ethical behavior in all its business activities and has put in place a mechanism of
reporting illegal or unethical behavior. The Company has laid down a Whistle Blower Policy and the employees
aware of any alleged wrongful conduct are encouraged to make a disclosure to the Audit Committee. In terms
of the said policy, no personnel has been denied access to the Audit Committee of the Board.
(f) Audit Qualification
Management responses on the Audit qualifications have been duly provided in the Directors Report.
COMPLIANCE WITH NON-MANDATORY REQUIREMENTS OF CLAUSE 49 OF THE LISTING AGREEMENT
The Company confirms that it has complied with all mandatory requirements of Clause 49 of the Listing
Agreement. In addition to the above, the Company has complied with the following non-mandatory requirements
of Clause 49 of the Listing Agreement as detailed hereunder:
1. Remuneration Committee - The Company has set up Remuneration Committee comprising of three
Non-Executive Directors, to recommend/review overall compensation policy, service agreements and
other employment conditions of Senior Management and Executive Director(s). Further Mr. B.D. Narang,
Chairman of the Remuneration Committee is present at the Annual General Meeting to answer the
Shareholders query.
2. Whistle Blower Policy - The Board of Directors of the Company approved the Whistle Blower Policy,
pursuant to which employees can raise concern relating to unethical behavior, fraud/malpractice whether
actual or suspected, violation of the Companys Code of Conduct,or any other untoward activity or event
which is against the interest of the Company and / or its Stakeholders before the Audit Committee / Company
Secretary.The policy seeks to provide necessary safeguards for protection of employees from reprisals
or victimization, for whistle blowing in good faith.This mechanism has been appropriately communicated
within the organization.
3. Code for Prevention of Insider Trading Practices - The Company has instituted a comprehensive Code of
Conduct for Prevention of Insider Trading for its Directors / Officers and Employees in compliance with the
SEBI (Prohibition of Insider Trading) Regulations, 1992 as amended from time to time. The code lays down
guidelines which advice them on the procedures to be followed and disclosures to be made, while dealing
with shares of the Company and cautioning them on the consequences of violations.
4. Reconciliation of Share Capital Audit - As a measure of good Corporate Governance practice, your Company
appointed a qualified Practicing Company Secretary to conduct Share Capital Audit. The said audit was
carried out to reconcile the total admitted Equity Share Capital with the National Securities Depository
Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) and the total issued and listed
Equity Share Capital as per Clause 55A(1) of SEBI (Depositories and Participants) Regulations, 1996. The
Share Capital Audit Report confirms that the total issued / paid-up capital is in agreement with the total
number of Shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.
The same is submitted by the Company to the Stock Exchanges within 30 days of the end of each Quarter.
39
MEANS OF COMMUNICATION
The Company had timely and without delay reported every significant information relevant to the Company
including declaration of Quarterly and Annual financial results, press releases, etc. to the Stock Exchanges where
the securities of the Company are listed. Such information has also been simultaneously displayed in the investor
info section on the Companys corporate website i.e. www.dishtv.in. The Quarterly, Half Yearly and Annual Financial
Results including other statutory information were duly communicated to the shareholders through advertisement
in an English daily viz. Business Standard and in a vernacular language newspaper viz. Business Standard in
compliance with the requirements stated in the Listing Agreement with the Stock Exchanges.
Official press releases and presentations made to institutional investors or to the analysts are displayed on
Companys corporate website, www.dishtv.in. Further, the Company ensures that the hard copies of the said
disclosures and correspondences are timely filed with the Stock Exchanges.
Your Company has been regularly uploading information related to its financial results and other communications
on the online portal NEAPS (National Electronic Application Processing System), a web based filing system
designed by the National Stock Exchange of India Limited (NSE).
GENERAL SHAREHOLDER INFORMATION
The necessary information is provided in Shareholders Information Section of this Annual Report.
AUDITORS CERTIFICATE
To,
The Members of
Dish TV India Limited
We have examined the compliance of conditions of Corporate Governance by Dish TV India Limited (the
Company) for the year ended March 31, 2013, as stipulated in Clause 49 of the Listing Agreement with the
Stock Exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination
was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance
of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial
statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that
the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned
Listing Agreement.
We further state that such compliance is neither an assurance as to the future viability of the Company nor
efficiency or effectiveness with which the management has conducted the affairs of the Company.
For B S R & Co.
Chartered Accountants
Firm Registration No. 101248W
Kaushal Kishore
Partner
Membership No. 090075
Place: Gurgaon
Date: 23 May 2013
40
This section inter alia provides information pertaining to the Company, its shareholding pattern, means of
dissemination of information, share price movements and such other information in terms of Point no. 9 of
Annexure IC of Clause 49 of the Listing Agreement relating to Corporate Governance.
A. Annual General Meeting
Date : Friday, August 23, 2013
Venue : Dr. Sarvepalli Radhakrishnan Auditorium, Kendriya Vidyalaya
No. 2, A.P.S. Colony, Delhi Cantt, New Delhi - 110010
Time : 11.00 A.M
Last date of receipt of Proxy Form : Wednesday, August 21, 2013
(Before 11.00 A.M at the Registered Office of the Company)
Book Closure : Monday, August 19, 2013 to Wednesday, August 21, 2013
(both days inclusive)
B. Financial Year : 2012-13
C. Registered Office:
Essel House, B-10, Lawrence Road Industrial Area, Delhi -110 035
Tel: +91-11-27156040/41/43, Fax: + 91-11-27156042, Website: www.dishtv.in
D. Address for Correspondence:
FC 19, Sector 16A, Noida 201 301 U.P., India
Tel: + 91 -120-2599555/391, Fax: +91-120-435 7078
Investor Relation Officer: Mr. Ranjit Srivastava - Dy. Company Secretary
Dish TV India Limited, FC-19, Sector 16 A, Noida - 201 301, U.P., India
Tel: +91-120-2599555/391, Fax: +91-120-435 7078
Exclusive E-Mail ID for Investor Grievances: Pursuant to Clause 47(f) of the Listing Agreement, the
following e-mail id has been designated for communicating investors grievances: [email protected]
E. Listing details of Equity Shares:
The Equity Shares are at present listed at the following Stock Exchanges:
Name of the Stock Exchanges Stock Code / Symbol
(Fully Paid Shares)
National Stock Exchange of India Limited (NSE)
Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra-Kurla Complex,
Bandra (E), Mumbai - 400 051
DISHTV
BSE Limited (BSE)
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 023
532839
ISIN at NSDL / CDSL: INE 836 F 01026 (Equity shares of ` 1 each, fully paid up)
F. GDRs Details
During the Financial Year 2009-10, Global Depository Receipt (GDR) Offer of the Company for 117,035 GDRs
opened for subscription at a price of US $ 854.50 per GDR representing 1000 fully paid Equity Shares. Upon
subscription of the GDR, the Company issued and allotted 117,035,000 fully paid Equity Shares of `1 each
underlying Global Depository Receipts (GDRs) on November 30, 2009. 117,035 Global Depository Receipts
have been listed on the Euro MTF market since December 1, 2009. As on March 31, 2013, 85,035 GDRs have
remained outstanding, the underlying shares of which forms part of the existing paid up share capital of
the Company.
SHAREHOLDERS INFORMATION
41
The detail of the GDRs and listing thereof is as under:
Listed at Societe DE LA Bourse De Luxembourg
Socit Anonyme,
11, Av De La Porte Neuve,
L-2227, Luxembourg
Overseas Depository Deutsche Bank Trust Company Americas
Trust & Securities Services
Global Equity Services - Depositary Receipts
60 Wall Street, MS NYC60-2727
New York, NY 10005
Domestic Custodian ICICI Bank Ltd.
Securities Markets Services
Empire Complex, 1st Floor, 414, Senapati Bapat Marg, Lower Parel,
Mumbai 400 013, India
ISIN code / Trading Code US25471A1043
Common Code 045051439
Payment of Fee Annual Service fee for the calendar year 2012 has been paid by the
Company
Market Data relating to GDRs Listed on Luxembourg Stock Exchange:
Luxembourg Stock Exchange (figures in USD)
Month Monthly Closing (Maximum) Monthly Closing (Minimum) Average
April 2012 1,297.70 1,115.80 1,190.50
May 2012 1,128.00 1,013.90 1,064.17
June 2012 1,142.40 1,008.00 1,048.30
July 2012 1,291.60 1,163.55 1,237.44
August 2012 1,345.90 1,168.45 1,277.00
September 2012 1,561.15 1,187.55 1,388.11
October 2012 1,609.80 1,334.00 1,461.49
November 2012 1,445.70 1,321.55 1,385.11
December 2012 1,502.60 1,372.30 1,434.83
January 2013 1,455.25 1,349.35 1,406.21
February 2013 1,393.30 1,169.25 1,295.49
March 2013 1,303.05 1,123.05 1,219.95
G. Corporate Identity Number (CIN) : L51909DL1988PLC101836
H. Registrar & Share Transfer Agent:
Shareholders may correspond with the Registrar & Share Transfer Agents at the following address for all matters
related to transfer/dematerialization of shares and any other query relating to Equity Shares of your Company:
Sharepro Services (India) Pvt. Ltd.
Unit: Dish TV India Ltd.
13AB, Samhita Warehousing Complex, Second Floor,
Sakinaka Telephone Exchange Lane,
Off Andheri Kurla Road, Sakinaka
Andheri (East), Mumbai 400 072
Tel: +91-22- 67720300/67720400 Fax: +91 22 28591568 / 28508927
Email: [email protected]
42
I. Listing Fee:
Company has paid listing fees upto March 31, 2014 to the National Stock Exchange of India Ltd. (NSE) and
BSE Limited (BSE)
J. Change of Address
Members holding Equity Shares in physical form are requested to notify the change of address, if any, to the
Companys Registrar & Share Transfer Agent, at the address mentioned above. Members holding Equity
Shares in dematerialised form are requested to notify the change of address, if any, to their respective
Depository Participant (DP).
K. Service of Documents Through E-mail
The Ministry of Corporate Affairs (MCA) has vide its Circular Nos. 17/2011 and 18/2011 dated April 21,
2011 and April 29, 2011, has initiated a Green Initiative in Corporate Governance by allowing service of
documents on members of a Company through electronic mode.
The said Circulars clarify that a Company will be deemed to have complied with the provisions of Section
53 and 219(1) of the Companies Act, 1956, in case documents like Notice, Annual Report etc are sent in
electronic form to its Shareholders subject to compliance with the conditions stated therein. Accordingly for
FY 2011-12, your Company had sent the Notice and Annual Reports in electronic mode to its Shareholders
at their respective e-mail ids.
Further in an attempt to upkeep the spirit of Green Initiative as spelt out by MCA, your Company will be sending
the Notice and Annual Report for the Financial Year 2012-13 in electronic form to the members whose e-mail
address have been made available to the Company by the Depositories, in terms of the said circulars.
Members holding shares in electronic form but who have not registered their e-mail address (including those
who wish to change their already registered e-mail id) with their DP yet and members holding shares in
physical form are requested to register their e-mail address with their DP / Company, as the case may be.
Members who have registered their e-mail address with their DP / the Company but wish to receive the
said documents in physical form are requested to write to the Company at [email protected] duly quoting
their DP ID and Client ID / Folio No., as the case may be, to enable the Company to record their decision.
Please note that a Shareholder of the Company is entitled to receive on request, a copy of the said
documents, free of cost in accordance with the provisions of the Companies Act, 1956.
L. Shareholders Correspondence/Complaint Resolution
We ensure reply to all communications received from the Shareholders within a period of 7 working days.
All correspondence may be addressed to the Registrar & Share Transfer Agent at the address given above.
In case any Shareholder is not satisfied with the response or do not get any response within reasonable
period, they may approach the Investor Relation Officer at the address given above.
The Investors complaints are also being resolved by your Company through the Centralized Web Base
Complaint Redressal System SCORES (SEBI Complaints Redress System) initiated by Securities and
Exchange Board of India (SEBI). The salient features of SCORES are availability of centralized data base of
the complaints, uploading online action taken reports by the Company. Through SCORES the investors can
view online, the actions taken and current status of the complaints.
M. Share Transfer System
Equity Shares sent for physical transfer or for dematerialisation are registered and returned within a period of 15
days from the date of receipt of completed and validly executed documents. Shares under objection are returned
within two weeks. The Share Transfer Committee has delegated the power for transfer etc, of the shares to the
Compliance Officer of the Company who consider the transfer proposals generally on a fortnightly basis. SEBI
43
vide its circular no. MRD/DoP/Cir-05/2009 dated May 20, 2009 clarified that for securities market transactions
and off-market/ private transactions involving transfer of shares in physical form of listed companies, it shall
be mandatory for the transferee(s) to furnish copy of PAN card to the Company/RTAs for registration of such
transfer of shares. The Company and its RTA is complying with the aforesaid provisions.
As per the requirement in Clause 47(c) of the Listing Agreement, certificate on Half Yearly basis confirming
due compliance of share transfer formalities by the Company as received from the Practicing Company
Secretary was submitted to the Stock Exchanges within stipulated time.
N. Unclaimed Shares
Pursuant to Clause 5A of the Listing Agreement (as amended in December 2010), details in respect of the
physical shares, which were issued by the Company from time to time, and lying in the Suspense Account,
is as under:
Description Number of
Shareholders
Number of
Equity Shares
Aggregate number of Shareholders and the outstanding shares in
the Suspense Account as at April 1, 2012
134 75591
Fresh undelivered cases during the Financial Year 2012-13 - -
Number of Shareholders who approached the Company for
transfer of shares from Suspense Account till March 31, 2013
8 5750
Number of Shareholders to whom shares were transferred from
the Suspense Account till March 31, 2013
8 5750
Aggregate number of Shareholders and the outstanding shares in
the Suspense Account lying as on March 31, 2013
126 69841
The voting rights on the shares outstanding in the Suspense Account as on March 31, 2013 shall remain
frozen till the rightful owner of such shares claims the shares. In compliance with the said requirements,
these shares will be transferred into one folio in the name of Unclaimed Suspense Account in due course.
O. Investor Safeguards:
In order to serve you better and enable you to avoid risks while dealing in securities, you are requested to
follow the general safeguards as detailed hereunder:
Demat your Shares
Members are requested to convert their physical holding to demat / electronic form through any of
the nearest Depository Participants (DPs) to avoid the hassles involved in the physical shares such as
possibility of loss, mutilation etc., and also to ensure safe and speedy transaction in securities. The
trading of shares of the Company is permitted in dematerialized mode only.
Consolidate your multiple folios
Members are requested to consolidate their shareholding held under multiple folios to save them
from the burden of receiving multiple communications.
Register Nomination
To help your successors get the share transmitted in their favor, please register your nomination.
Member(s) desirous of availing this facility may submit nomination in Form 2B. Member(s) holding shares
in dematerialized form are requested to register their nominations directly with their respective DPs.
44
Prevention of frauds
We urge you to exercise due diligence and notify us of any change in address / stay in abroad or demise
of any Shareholder as soon as possible. Do not leave your demat account dormant for long. Periodic
statement of holding should be obtained from the concerned DP and holding should be verified.
Confidentiality of Security Details
Do not disclose your Folio No. / DP ID / Client ID to an unknown person. Do not hand-over signed blank
transfer deeds / delivery instruction slip to any unknown person.
P. Dematerialisation of Equity Shares & Liquidity
As per extant guidelines, trading in equity shares of the Company is mandatory in dematerialised form.
To facilitate trading in demat form, there are two Depositories i.e. National Securities Depository Limited
(NSDL) and Central Depository Services (India) Limited (CDSL). The Company has entered into agreement
with both these Depositories. Shareholders can open account with any of the Depository Participant
registered with any of these two Depositories.
As on March 31, 2013, 99.95% of the equity shares of the Company are in the dematerialized form. Entire
Shareholding of the Promoters in the Company is held in dematerialized form. The equity shares of the
Company are frequently traded at BSE Limited (BSE) and National Stock Exchange of India Limited
(NSE).
Q. Custodial Fees to Depositories
The Company has paid custodial fees for the year 2013-14 to National Securities Depository Limited
(NSDL) and Central Depository Services (India) Limited (CDSL), the Depositories of the Company.
R. Stock Market Data Relating to Shares Listed in India
a) The monthly high and low prices and volumes of Companys shares traded on BSE Limited (BSE)
and National Stock Exchange of India Limited (NSE) for the period April 2012 to March 2013 are as
under:
Fully Paid Shares
MONTH
NSE BSE
High
(In `)
Low
(In `)
Volume of
Shares Traded
High
(In `)
Low
(In `)
Volume of
Shares Traded
April 2012 66.95 57.65 64,684,094 66.90 57.85 1,48,83,885
May 2012 61.45 53.75 76,992,238 61.45 53.10 91,82,944
June 2012 64.10 55.05 70,360,414 64.00 55.15 97,02,931
July 2012 73.25 58.00 82,695,252 73.20 58.50 1,26,87,934
August 2012 75.40 63.30 47,907,359 75.35 63.30 65,72,126
September 2012 84.85 64.60 62,055,519 84.85 64.15 90,72,019
October 2012 84.85 71.25 121,012,367 84.90 71.25 2,28,24,081
November 2012 80.70 73.00 75,749,259 80.45 72.60 1,26,09,374
December 2012 82.40 74.70 62,790,132 82.40 74.85 79,14,507
January 2013 80.70 70.55 75,728,246 80.75 70.60 1,12,58,171
February 2013 74.80 62.90 56,658,581 74.65 62.90 78,87,706
March 2013 71.60 60.70 55,670,387 71.70 60.65 59,94,754
45
c) Distribution of Shareholding as on March 31, 2013 Consolidated
No. of Equity Shares Shareholders No. of Shares
Numbers % of Holders Number % of Shares
Upto 5000 164,446 99.38 31,982,981 3.00
5001 10000 461 0.28 3,404,882 0.32
10001 - 20000 223 0.13 3,229,746 0.30
20001 30000 71 0.04 1,775,481 0.17
30001 40000 28 0.02 981,167 0.09
40001 - 50000 20 0.01 921,784 0.09
50001 100000 49 0.03 3,779,164 0.35
100001 and above 170 0.10 1,018,809,970 95.67
Total 165,468 100.00 1,064,885,175 100.00
d) Top 10 Public Equity Shareholders as on March 31, 2013 Consolidated
S. No. Name of Shareholder No. of
Shares held
% of
Shareholding
1 Deutsche Bank Trust Company Americas 85,035,000 7.99
2 Apollo India Private Equity II (Mauritius) Ltd. 32,000,000 3.01
3 Credit Suisse (Singapore) Limited 13,091,280 1.23
4 Government Pension Fund Global 9,978,109 0.94
5 Briggs Trading Co. Private Ltd. 9,969,759 0.94
6 MFS International New Discovery Fund 9,303,367 0.87
7 MET Investors Series Trust-MFS Emerging Markets 8,084,560 0.76
8 Goldman Sachs Investments (Mauritius) I Ltd. 8,021,496 0.75
9 Reliance Capital Trustee Co. Ltd. A/C-Reliance Regular
Balance Option
7,500,000 0.70
10 Sundaram Mutual Fund A/C Sundaram Select Midcap 6,004,680 0.56
TOTAL 188,988,251 17.75
e) Promoter Shareholding as on March 31, 2013
S. No. Name of Shareholder No of Shares
held
% of
Shareholding
1 Agrani Holding (Mauritius) Limited 35,172,125 3.30
2 Ambience Business Services Pvt. Ltd. 1,308,125 0.12
3 Ashok Kumar Goel 625,250 0.06
4 Ashok Mathai Kurien 1,174,150 0.11
0
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DISH TV INDIA LIMITED
Closing Monthly Price Vs Closing Monthly Nifty
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DISH TV INDIA LIMITED
Closing Monthly Price Vs Closing Monthly Sensex
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Series 2
Series 1
b) Relative Performance of Dish TV India Limited Shares (fully paid) Vs. BSE Sensex & Nifty Index
46
S. No. Name of Shareholder No of Shares
held
% of
Shareholding
5 Churu Trading Company Pvt. Ltd. 100 0.00
6 Essel Media Ventures Limited 460,000 0.04
7 Direct Media Distribution Ventures Pvt. Ltd. 481,786,397 45.24
8 Direct Media Solutions Pvt. Ltd. 155,425,863 14.60
9 Jawahar Lal Goel 176,800 0.02
10 Nishi Goel 11,000 0.00
11 Prajatma Trading Company Pvt. Ltd. 100 0.00
12 Premier Finance and Trading Co. Ltd. 100 0.00
13 Priti Goel 11,000 0.00
14 Suryansh Goel 5,100 0.00
15 Sushila Devi 585,750 0.06
16 Tapesh Goel 5,100 0.00
17 Veena Investments Pvt. Ltd. 100 0.00
Total 676,747,060 63.55
f) Categories of Shareholders as on March 31, 2013
Category No. of Shares
held
% of
Shareholding
Promoters 676,747,060 63.55
Individuals 39,705,146 3.73
Domestic Companies 40,689,091 3.82
FIs, Mutual Funds and Banks 46,935,636 4.41
FIIs, OCBs, Trusts, NRI & GDRs 260,808,242 24.49
Total 1,064,885,175 100
DISH TV INDIA LIMITED
SHARE PATTERN AS ON 31
ST
MARCH, 2010
PROMOTERS
64.81%
DOMESTIC COMPANIES
4.91%
INDIVIDUALS
7.48%
FIIs/OCBs/NRIs/GDRs
16.97%
FIs/MUTUAL FUND/BANK
5.83%
DISH TV INDIA LIMITED
SHARE PATTERN AS ON 31
ST
MARCH, 2013
PROMOTERS
63.55%
INDIVIDUALS
3.73%
INDIAN COMPANIES
3.82%
FIs/MF/BANK
4.41%
FIIs/NRIs/OCBs/Trust & GDRs
24.49%
SHAREHOLDERS SERVICES
Ranjit Singh
Company Secretary and Compliance Officer
Dish TV India Limited
FC-19, Sector 16A, Noida 201 301, U.P., India
Tel.: +91-120-2599555/391 Fax: +91-120-4357078
47
We, Jawahar Lal Goel, Managing Director and Rajeev K Dalmia, Chief Financial Officer of Dish TV India Limited
(the Company) do hereby certify to the Board that :-
a. We have reviewed financial statements and the cash flow statement of the Company for the year ended
March 31, 2013 and that to the best of our knowledge and belief :
i. these statements do not contain any materially untrue statement or omit any material fact or contain
statements that might be misleading;
ii. these statements together present a true and fair view of the companys affairs and are in compliance
with existing accounting standards, applicable laws and regulations.
b. To the best of our knowledge and belief, no transactions entered into by the Company during the year
ended March 31, 2013 are fraudulent, illegal or violative of the Companys code of conduct.
c. We accept responsibility for establishing and maintaining internal controls for financial reporting and that
we have evaluated the effectiveness of internal control systems of the company pertaining to financial
reporting and have disclosed to the Auditors and the Audit Committee, deficiencies in the design or
operation of such internal controls, if any, of which they are aware and the steps they have taken or propose
to take to rectify these deficiencies.
d. During the year :-
there have not been any significant changes in internal control over financial reporting;
there have not been any significant changes in accounting policies ; and
there have been no instances of significant fraud of which we are aware that involve management
or other employees having significant role in the Companys internal control system over financial
reporting.
Jawahar Lal Goel Rajeev K Dalmia
Managing Director Chief Financial Officer
Place : Noida
Date : 23 May 2013
CERTIFICATION PURSUANT TO CLAUSE
49 V OF THE LISTING AGREEMENT
48
MANAGEMENT DISCUSSION AND ANALYSIS
Forward Looking Statements
Statements in this Management Discussion and Analysis
of the Company describing the Companys objectives,
expectations or predictions may be forward looking
within the meaning of applicable securities laws and
regulations. Forward looking statements are based on
certain assumptions and expectations of future events.
The Company cannot guarantee that these assumptions
and expectations are accurate or will be realised. The
Company assumes no responsibility to publicly amend,
modify or revise forward-looking statements, on the
basis of any subsequent developments, information or
events. Thus the Companys actual performance/results
could differ from the projected estimates in the forward-
looking statements.
The following discussions on our financial condition and
result of operations should be read together with our
audited consolidated financial statements and the notes
to these statements included in the Annual Report.
Overview
The year gone by has been the most opportunistic and
challenging for the Digital Broadcast Industry. The
mandate of digitization set open a gigantic market of
analog users waiting to get digitized across Top 42 cities.
Aggressive play by digital cable systems was witnessed
wherein DTH clearly went on establishing itself as the
most preferred choice for digital viewing of pay television
content. Out of the approximately 60 Million installed
base of digital connections, substantial number of
connections have become part of the DTH category.
Dish TVs strategy was encompassed keeping in mind these
challenges as well as maximizing the opportunity for DTH
presented by the DAS mandate of the Government of India.
Your Company continued to be in the forefront of digitization
achieving a substantial part of the DTH subscribers in the
Phase I digitization markets of Delhi, Kolkata, Chennai and
Mumbai. Our strategy has been to deliver sensible growth
with long term profitability as the ultimate objective. We
have been able to achieve our objective of sustainable
growth through sustained consumer delight based on
better offerings - product as well as services. It has been
our endeavor to maximize consumer value proposition
thereby leading to better acquisitions as well as earnings.
Your Company continued to lead the way in innovation by
launching Indias first Standard Definition Recorder at an
affordable price to the consumer. This Standard Definition
Recorder is a unique product which brings the benefit of
recording to the mass consumers for the first time and
was enthusiastically lapped up by the consumers.
During the year under review your Company also took the
initiative to roll out its service network Pan India from a
presence in around 200 cities earlier. This move represents
significant steps by the Company in putting the customer
first and will dramatically improve our service quality
across all pop strata and across income groups.
Your Company continues to expand its distribution
footprint and now reaches over a 1,00,000 outlets for
Set Top Boxes and the customers can recharge from
over 25,000 outlets nationally. In keeping pace with the
changing technological trends, your Company has made
available payment solution for recharge through the
Interbank Mobile Payment Service (IMPS). This will allow
customers to easily recharge their subscription using
a simple mobile phone. We continue to work to expand
the availability of recharge facilities for our customers
both directly and through third parties so that our
customers have recharge facilities available anytime and
anywhere. We continue to believe that continuous process
improvement, better technology, focus on end-to-end
customer experience management and evolving exclusive
techniques to combat intense competition will continue to
drive the Company towards new heights and glory.
SWOT ANALYSIS
Strengths
The legacy of the brand coupled with the heritage, lead
in technology and innovation through Dish+, Indias first
SD Box with recorder has helped brand proliferation and
adoption of recording in many Indian households. Wide
spread availability of product across the length and
breadth of the country, maximum number of channels
and services offering in Standard Definition, cutting
edge satellite technology with dedicated satellite for
HD services has paved the way for addition of new HD
channels .The increase in bandwidth by the Company has
fueled addition of new channels thereby strengthening
channel offerings. Dish TV today is the undisputed leader
in content offering and satellite technology with state of
the art broadcast facility which is future ready.
With enhanced call centre support, our Company is
a benchmark in query resolution and providing great
consumer experience. With multi lingual support to cater
to linguistic masses it has improved customer relations
and brought delight.
As a path breaking measure, the launch of Dish+ made
the competition sit up and take notice of this significant
product and technology. For the first time ever this
Standard Definition Set Top Box with recording facility
was provided without any additional cost. The viewers
immediately adopted the recording feature and the
unlimited recording feature served as a boon for the
Company. This was a significant competitive advantage
which the Company enjoyed.
49
The sustained efforts of the Company to increase the
dealer and distributor count resulted in an increase in
their total numbers. The increased count has lead to
more accessibility and provided a momentum amongst
trade community. The trade partner network comprising
of dealers, distributors, installers, Service Franchisees,
Dish Shoppes, Dish Care Centers, modern trade, chain
stores and e-stores are spread all across the country to
cater to the increasing consumer demands.
Weakness
The growth in the category has been impacted by
increasing number of de-active consumers. This has led
to a marginal increase in the net additions of consumers
which is below the Industry expectations. Due to the
impact of digitization the cable operators have been able
to seed in the boxes with ease leading to easy conversion
of cable connections to digital cable connections.
With the pack pricing across the category normalizing
itself, there is not much scope to create packaging
differentiation. This was a big impediment which made it
difficult to provide any value for money hook on the basis
of which the brand can positively leverage itself.
Opportunities
After the successful completion of digitization in Phase
1, it has led to a myriad of possibilities. The biggest
one would be the exposure of imperfections in the
cable Industry. The Industry due to its nature of not
being organized is slowly going to deliver bad customer
experiences be it the billing system, service deliveries
or call centre experiences. Since it is going to take time
for cable fraternity to put their act together there lies an
opportunity to inform consumers about the impeccable
experience which a DTH can deliver.
The ongoing digitization also represents a shift in
consumer attitude and focus. Since they have become
more discerning, the likelihood of adopting modern and
convenient technology like DTH is highly probable.
Opportunity also lied in acquiring quality consumers
who made a difference to the bottom line. Not only
their contribution to ARPU was significant but they also
increased brand loyalty.
The positive disposition of the government towards the
Industry was a positive sign and it helped in fast access
devoid of any drastic decisions.
The emergence of Recorder as a category across major
cities was a big event of the year. It also saw the initiation
of consumers to the recording phenomena. All the
major sporting events and movies were archived by the
consumers and watched over and over again.
Threats
Intense competition from other DTH players as well
as digital cable and compulsory digitization leading to
diminishing market potential poses a likely threat to the
Industry as a whole. Easy access of cable into homes as
a measure to seed in the digital cable boxes easily vis-
-vis an intense logistically driven exercise for DTH is
also a potential threat. High incidence of taxation and
regulatory intervention will continue restricting the
growth and profitability of the DTH sector.
Strategy
The year gone by has been the most opportunistic and
challenging for the Digital Broadcast Industry. The mandate
of digitization set open a gigantic market of analog users
waiting to get digitized across top 42 cities. Aggressive
play by digital cable systems was witnessed wherein DTH
clearly went on establishing itself as the most preferred
choice for digital viewing of pay television content.
Dish TV strategy was encompassed keeping in mind
these challenges as well as maximizing the opportunity
for DTH presented by the Digital Addressable System
(DAS) mandate of the Government of India. To spear head
the DTH advantage, Dish TV with a well crafted insight,
re-positioned the brand in the space of passion for
entertainment, tapping into consumers who are passionate
about their dose of entertainment and establish Dish TV as
an endpoint for all TV entertainment needs.
With consumers seeking maximum value for their money,
the Company brought forth unparalleled offerings in form
of lucrative entry offers, schemes like 70+ channels free
for Lifetime, cash back offers to ensure best competitive
advantage. Carrying forward the spirit of innovation and
leadership, Dish TV unveiled its Standard Definition Box
with Recorder, thus redefining the recorder category.
The Company with focused enhancements in the
pillars of Content, Service and Technology continued to
gain significant edge from the competition. To ensure
maximum coverage and visibility around the digitization
wave, incremental investments were made on ground
and in shops. Dish TV carried expansion in service
infrastructure across India to cater to the massive
demand and providing quick service support to the
customers. The Company upgraded to new CRM system
to establish seamless service delivery.
With a robust sales and distribution network, Dish TV
ensured strong foothold in retail outlets combined with
an All India Service Network. In a service driven Industry,
it is also pivotal for a Company to enhance the existing
50
subscriber experience by constantly designing offering
to match their dynamic needs. The strategy was to
position Dish TV as a service led brand with the objective
of meeting customer delight. Within this endeavor,
the Company introduced an exclusive Dish delight
programme to recognize our valuable subscriber base
and benefit them with unique privileges such as Free
relocation, Free upgrade, Express queue etc.
Your Company will look for growth in terms of value
per customer, innovative technology driven offerings,
harnessing the opportunity of convergence and create
value for all the stakeholders.
Key Performance Indicators
In view of intense competition in the DTH segment and a
competitive pricing environment - providing subsidy on
the DTH hardware, brand building, penetration in the rural
market and up-gradation of the existing subscribers to
the higher value packs drew the management attention
all throughout the year. EBITDA margin continued to
surge upwards during the year. Customer Care, service
quality, expansion of Service Franchisee and Dish
Care Centres also remained the focal for retaining and
servicing the customers.
During the year key highlights of operational performance
were as under:
Gross subscriber base stood at 15.1 Million on
March31, 2013;
Operating Revenue for FY 13 stood at ` 2166.8 Cr;
EBITDA for FY 13 stood at ` 579.5 Cr;
Total Number of Channels & Services 325, being
the highest in the category;
Total number of HD service stood at 42, once again
the Highest in the category;
ARPU for FY 13 stood at ` 158
Risk Management and Internal Control
Your Company believes that risk management and internal
control are fundamental to effective Corporate Governance
and the development of a sustainable business. Dish TV
has a robust process to identify key risks and prioritize
relevant action plans that can mitigate these risks.
Dish TVs philosophy towards control systems is mindful
of leveraging resources towards optimization while
ensuring the protection of its assets. The Company
maintains insurance for its assets which provides cover for
damage caused by fire, import, transport perils etc. Your
Company deploys a robust system of internal controls that
facilitates proper authorization of financial transactions,
accurate and timely compilation of financial statements
and management reports and ensures regulatory and
statutory compliance and safeguards investors interest
by ensuring highest level of governance.
Internal control systems are continuously monitored
by the Internal Auditors and are also periodically
reviewed by the management for not only checking
any deviation or departure from the policies laid down
across various business processes but also for further
upgradation and modifications suited to the prevalent
changes in the Industry. The Company also endeavors to
minimize the effect of fluctuation in forex rate, interest
rate, commodity purchases by entering into long term
contracts and adopting prudent commercial practices.
The Company has ventured in business continuity plans
and disaster recovery initiatives in order to ensure
continuity with normal operations and seamless service
to its customers under most circumstances.
Readers are cautioned that the risk related information
outlined here is not exhaustive and is for information
purpose only.
Talent Management
With the expansion of the Industry and the upsurge in
the DTH market as a whole, people have increasingly
emerged as a strategic driver of the Companys
business. Over the last years, people policies and people
management framework have been aligned to serve the
larger business goals of the Company.
Long term development of human capital and strategic
employment of retention tools remained at the core of the
Companys strategy. The Company has young and vibrant
team of highly qualified professionals at all levels
Significant emphasis is also laid on enhancing managerial
and leadership qualities at senior management level
to propel the Company towards stronger and more
sustainable growth. The Company has paid focused
attention on management of available resources by training,
re training, incentivizing and a fair policy of promotion,
transfer and equal pay for equal work. The Company aims
to continue to nurture the talent management process of
the Company which is the quintessential to continue with
the exponential growth of the Company.
Cautionary Statement
Statements in the Management Discussion and Analysis
describing the Companys objectives, projections,
estimate, expectations may constitute a forward-
looking statement within the meaning of applicable
securities laws and regulations. Actual results could
differ materially from those expressed or implied.
Important factors that could make a difference to the
Companys operations include economic conditions
affecting demand/ supply and price conditions in the
domestic markets in which the Company operates,
changes in the Government Regulations, Tax Laws and
other Statutes and other incidental factors.
51
INDEPENDENT AUDITORS REPORT
To
The Members of
Dish TV India Limited
1. Report on the Financial Statements
We have audited the accompanying financial
statements of Dish TV India Limited (the
Company), which comprise the Balance Sheet
as at 31 March 2013 and the Statement of Profit
and Loss and the Cash Flow Statement for the
year then ended and a summary of significant
accounting policies and other explanatory
information.
2. Managements Responsibility for the Financial
Statements
Management is responsible for the preparation
of the financial statements that give a
true and fair view of the financial position,
financial performance and cash flows of the
Company in accordance with the Accounting
Standards referred to in sub-section (3C) of
section 211 of the Companies Act, 1956 (the
Act). This responsibility includes the design,
implementation and maintenance of internal
controls relevant to the preparation and
presentation of the financial statements that give
a true and fair view and are free from material
misstatement, whether due to fraud or error.
3. Auditors Responsibility
Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with the
Standards on Auditing issued by the Institute
of Chartered Accountants of India. Those
Standards require that we comply with ethical
requirements and plan and perform the audit
to obtain reasonable assurance about whether
the financial statements are free from material
misstatement.
An audit involves performing procedures to
obtain audit evidence about the amounts and
disclosures in the financial statements. The
procedures selected depend on the auditors
judgment, including the assessment of the
risks of material misstatement of the financial
statements, whether due to fraud or error. In
making those risk assessments, the auditor
considers internal controls relevant to the
Companys preparation and fair presentation
of the financial statements in order to design
audit procedures that are appropriate in the
circumstances. An audit also includes evaluating
the appropriateness of accounting policies
used and the reasonableness of the accounting
estimates made by management, as well as
evaluating the overall presentation of the
financial statements.
We believe that the audit evidence we have
obtained is sufficient and appropriate to provide
a basis for our audit opinion.
4. Basis for Qualified Opinion
The life of the Consumer Premises Equipment
(CPE) for the purposes of depreciation has
been estimated by the management as five
years. However, in certain cases, the one-time
advance contributions towards the CPEs in the
form of rentals are recognized as revenue over
a period of three years, which is not in line with
the estimated life of such assets, in terms of
Accounting Standard 19 Leases. The impact of
which on the financial statements has not been
ascertained by the management. The Company
has streamlined the above practice by recognising
the revenue over a period of five years in respect
of CPEs installed with effect from 1 April 2012.
This was a subject matter of qualification in our
audit report on the financial statements for the
previous year ended 31 March 2012 [also refer to
note 50];
5. Opinion
In our opinion and to the best of our information
and according to the explanations given to us,
except for the effects of the matter described
in para 4 above, Basis for Qualified Opinion,
the financial statements give the information
required by the Act in the manner so required
and give a true and fair view in conformity with
the accounting principles generally accepted in
India:
(a) in the case of the Balance Sheet, of the state
of affairs of the Company as at 31 March
2013;
(b) in the case of the Statement of Profit and
Loss, of the losses for the year ended on
that date; and
52
(c) in the case of the Cash Flow Statement, of
the cash flows for the year ended on that
date.
6. Emphasis of matter
Without qualifying our opinion, attention is
invited to note 2(c) of the financial statements.
The Companys net worth as at the end of
the financial year is completely eroded by its
accumulated losses. However, the management
has prepared the financial statements assuming
that the Company will continue as a going
concern since it has adequate resources in the
form of operating cash flows and sanctioned
credit facilities from lenders to adequately meet
its obligation.
7. Report on Other Legal and Regulatory
Requirements
(i) As required by the Companies (Auditors
Report) Order, 2003 (the Order), issued by
the Central Government of India in terms of
sub-section (4A) of section 227 of the Act,
we give in the Annexure a statement on the
matters specified in paragraphs 4 and 5 of
the Order.
(ii) As required by section 227(3) of the Act, we
report that:
a. we have obtained all the information
and explanations which to the best
of our knowledge and belief were
necessary for the purposes of our audit;
b. in our opinion proper books of account
as required by law have been kept by
the Company so far as appears from
our examination of those books;
c. the Balance Sheet, Statement of Profit
and Loss and Cash Flow Statement
dealt with by this Report are in
agreement with the books of account;
d. except for the effects of the matter
described in para 4 above, Basis for
Qualified Opinion, in our opinion, the
Balance Sheet, Statement of Profit and
Loss and Cash Flow Statement comply
with the Accounting Standards referred
to in sub section (3C) of section 211 of
the Companies Act, 1956; and
e. on the basis of written representations
received from the directors as on 31
March 2013, and taken on record by
the Board of Directors, none of the
directors is disqualified as on 31 March
2013 from being appointed as a director
in terms of clause (g) of sub-section (1)
of section 274 of the Companies Act,
1956.
For B S R & Co.
Chartered Accountants
Firm Registration No: 101248 W
Kaushal Kishore
Partner
Membership No: 090075
Place : Gurgaon
Date : 23 May 2013
53
Annexure referred to in paragraph 7 of the
Independent Auditors Report to the Members of
Dish TV India Limited on the financial statements for
the year ended 31 March 2013.
(i) (a) According to the information and explanations
given to us, the Company has maintained
proper records showing full particulars,
including quantitative details and situation of
fixed assets.
(b) As explained to us, the fixed assets, other
than consumer premises equipment (CPE),
installed at the customer premises and those
in transit or lying with the distributors, have
been physically verified by the management
as per a phased programme to cover over a
period of three years, which, in our opinion,
is reasonable having regard to the size of the
Company and the nature of its fixed assets.
Discrepancies noticed on such verification
were not significant and have been properly
dealt with in the books of account. According
to the information and explanations given
to us, the existence of CPEs lying at the
customer premises is considered on the
basis of the active user status of the CPE.
(c) Fixed assets disposed off during the year
were not substantial and, therefore, do not
effect the going concern assumption.
(ii) (a) According to the information and explanations
given to us, physical verification has been
conducted by the management at reasonable
intervals during the year in respect of
inventories of stock in trade consisting of
CPE related accessories in the Companys
possession. In our opinion, the frequency of
physical verification is reasonable.
(b) In our opinion and according to the information
and explanations given to us, the procedures
for physical verification of inventories
followed by the management are reasonable
and adequate in relation to the size of the
Company and the nature of its business.
(c) On the basis of our examination of the
records of inventories, we are of the opinion
that the Company is maintaining proper
records of inventories. The discrepancies
noticed on physical verification of inventories
as compared to book records were not
material and have been properly dealt with in
the books of account.
(iii) According to the information and explanations
given to us, the Company has neither granted
nor taken any loans, secured or unsecured, to or
from companies, firms or other parties covered in
the register maintained under Section 301 of the
Companies Act, 1956. Accordingly, paragraphs
4(iii)(b) to (g) of the Order are not applicable.
(iv) According to the information and explanations
given to us, and having regard to the explanation
that purchases of certain items of inventories
and fixed assets are for the Companys
specialized requirements and similarly certain
goods/ services sold are for the specialized
requirements of the buyers and suitable
alternative sources are generally not available to
obtain comparable prices, there is an adequate
internal control system commensurate with
the size of the Company and the nature of its
business with regard to purchase of inventories
and fixed assets and with regard to the sale of
goods and services. Further, on the basis of our
examination and according to the information
and explanations given to us, we have neither
come across nor have been informed of any
major weaknesses in the aforesaid internal
control system.
(v) In our opinion, and according to the information
and explanations given to us, there are no contracts
and arrangements the particulars of which need
to be entered into the register maintained under
section 301 of the Companies Act, 1956.
(vi) According to the information and explanations
given to us, the Company has not accepted any
deposits from the public during the year within
the meaning of Sections 58A and 58AA or other
relevant provisions of the Companies Act, 1956
and the rules framed there under.
(vii) In our opinion and according to the information
and explanations given to us, the Company has
an internal audit system commensurate with its
size and the nature of its business.
(viii) We have broadly reviewed the books of account
maintained by the Company in respect of the
activities where, pursuant to the rules made by
the Central Government, the maintenance of cost
records has been prescribed under section 209(1)
(d) of the Companies Act, 1956 and are of the
opinion that, prima facie, the prescribed accounts
and records have been made and maintained.
However, we have not made a detailed examination
54
of such records with a view to determine whether
they are accurate or complete.
(ix) (a) According to the information and explanations
given to us and on the basis of our examination
of the records of the Company, amounts
deducted/ accrued in the books of account in
respect of undisputed statutory dues including
Provident Fund, Investor Education and
Protection Fund, Employees State Insurance,
Income tax, Sales tax, Wealth tax, Service tax,
Customs duty, Excise duty and other material
statutory dues, as applicable, have generally
been regularly deposited during the year by
the Company with the appropriate authorities
except in respect of entertainment tax dues
where there have been several delays, though
the amounts have subsequently been paid to
the authorities.
According to the information and explanations
given to us, no undisputed amounts payable
in respect of Provident Fund, Investor
Education and Protection Fund, Employees
State Insurance, Income tax, Sales tax,
Wealth tax, Service tax, Customs duty, Excise
duty, and other material statutory dues, as
applicable, were in arrears as at 31 March
2013 for a period of more than six months
from the date they became payable.
(b) According to the information and explanations
given to us and the records of the Company
examined by us, there are no dues of Income
tax, Sales tax, Wealth tax, Service tax,
Customs duty, Cess and Excise duty, which
have not been deposited with the appropriate
authorities on account of any dispute, except
as mentioned below:
(Amount in ` lacs)
Name of the Statute Nature of the
dues
Amount
involved
**
Amount
paid under
protest
Period to which
the amount
relates
Forum where dispute is pending
Delhi Value Added Tax
Act, 2004
Value Added Tax 7 7 March 2010 VAT Officer, Delhi VAT
Value Added Tax 244 20 April 2007 to
March 2008
VAT Tribunal, New Delhi
Andhra Pradesh Value
Added Tax Act, 2005
Value Added Tax 344* 18 March 2008 to
September 2008
Andhra Pradesh High Court
Value Added Tax 286 286 2006-08 State Tribunal Appellate Authority,
Hyderabad
Bihar Value Added Tax
Act, 2005
Value Added Tax 15 15 2007-08 Commercial Tax Officer, Patna
Value Added Tax 59 43 2008-09 Commercial Tax Officer, Patna
UP Trade Tax Act, 1948 Value Added Tax 1 - April 2005 to
March 2006
Joint Commissioner (Appeal),
Noida
Value Added Tax
# 1 2006-07, 2010-
11
Additional Commissioner Appeal,
Noida
## ## 2010-11 Deputy Commissioner, Noida
10 5 April 2011 Commercial Tax Officer, Noida
4 4 March 2013 Additional Commissioner, Noida
Value Added Tax 41 2 2008-09 Appellate Authority, Noida
Haryana VAT Act-2003 Value Added Tax ### - Dec 2012 Joint Commissioner (Appeal);
Haryana
Kerala Value Added Tax
Act 2003
Value Added Tax 34 11 2009-10 Kerala High Court
Income-tax Act, 1961
Income tax and
interest
2,642 730 Assessment
year 2009-10
Commissioner of Income Tax-
Appeal, Noida
9 - Assessment
year 2006-07
Commissioner of Income Tax-
Appeal, Mumbai
Indian Customs Act,
1962
Additional Duty
Special
795 - April 2008 to
June 2009
Custom Excise and Service Tax
Appellate Tribunal
55
(Amount in ` lacs)
Name of the Statute Nature of the
dues
Amount
involved
**
Amount
paid under
protest
Period to which
the amount
relates
Forum where dispute is pending
Finance Act, 1994
(Service tax)
Service tax
167 - FY 2006-07 to
FY 2010-11
Custom Excise and Service Tax
Appellate Tribunal
2,921 - FY 2007-08 to
FY 2011-12
Directorate General of Central
Excise Intelligence, Delhi
Wealth Tax Act, 1957 Wealth tax 2 - AY 2005-06 Asst. Commissioner of Income Tax,
New Delhi
* Including disputed dues aggregating ` 344 lacs in respect of Value Added Tax which have been stayed by the respective authorities
** Including interest/penalty, where identified
# ` 41,000
## ` 36,000
### ` 40,540
(x) The accumulated losses of the Company are
more than fifty percent of its net worth at the end
of the year. The Company has not incurred cash
losses during the year and in the immediately
preceding year.
(xi) According to the information and explanations
given to us, the Company has not defaulted in
repayment of dues to its bankers. The Company
did not have any outstanding dues to any financial
institutions or debenture-holders during the year.
(xii) According to the information and explanations
given to us, the Company has not granted any
loans and advances on the basis of security by
way of pledge of shares, debentures and other
securities.
(xiii) According to the information and explanations
given to us, the Company is not a chit fund or a
nidhi/ mutual benefit fund/ society.
(xiv) According to the information and explanations
given to us, the Company is not dealing or trading
in shares, securities, debentures and other
investments.
(xv) According to the information and explanations
given to us, the Company has not given any
guarantees for loans taken by others from banks
or financial institutions during the year.
(xvi) According to the information and explanations
given to us, on an overall basis, the term loans
have been applied for the purposes for which
they were obtained.
(xvii) According to the information and explanations given
to us and on an overall examination of the balance
sheet of the Company, we are of the opinion that the
funds raised on short-term basis have been used
for long-term investments, primarily for acquisition
of fixed assets for `70,173 lacs.
(xviii) The Company has not made any preferential
allotment of shares to companies/firms/parties
covered in the register maintained under Section
301 of the Companies Act, 1956 during the year.
(xix) The Company did not have any outstanding
debentures during the year.
(xx) The Company has not raised any money by way of
public issues during the year. The Company has
only received outstanding call money against the
rights issue made in an earlier year.
(xxi) Based on the audit procedures performed and
according to the information and explanations
given to us, no fraud on or by the Company has
been noticed or reported during the course of our
audit.
For B S R & Co.
Chartered Accountants
Firm Registration No: 101248 W
Kaushal Kishore
Partner
Membership No: 090075
Place : Gurgaon
Date : 23 May 2013
56
Note no. As at
31 March 2013
As at
31 March 2012
EQUITY AND LIABILITIES
Shareholders funds
(a) Share capital 3 10,648 10,636
(b) Reserves and surplus 4 (26,177) (20,018)
(15,529) (9,382)
Non-current liabilities
(a) Long-term borrowings 5 84,602 101,935
(b) Other long term liabilities 6 15,042 17,984
(c) Long-term provisions 7 1,274 1,052
100,918 120,971
Current liabilities
(a) Short-term borrowings 8 3,000 19,500
(b) Trade payables 9 21,374 12,747
(c) Other current liabilities 10 140,264 70,626
(d) Short-term provisions 11 65,469 48,935
230,107 151,808
Total 315,496 263,397
ASSETS
Non-current assets
(a) Fixed assets
(i) Tangible assets 12.1 142,734 141,602
(ii) Intangible assets 12.2 651 433
(iii) Capital work-in-progress 65,352 38,843
208,737 180,878
(b) Non-current investments 13 3 15,000
(c) Long-term loans and advances 14 6,546 3,480
(d) Other non-current assets 15 970 695
7,519 19,175
Current assets
(a) Current investments 16 27,818 -
(b) Inventories 17 861 688
(c) Trade receivables 18 3,036 2,861
(d) Cash and bank balances 19 36,210 38,513
(e) Short-term loans and advances 20 30,778 20,454
(f) Other current assets 21 537 828
99,240 63,344
Total 315,496 263,397
Significant accounting policies 2
The accompanying notes (1 to 53) form an integral part of the financial statements.
As per our report attached.
BALANCE SHEET AS AT 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
For B S R & Co.
Chartered Accountants
Firm Registration No.: 101248W
For and on behalf of the Board of Directors of
Dish TV India Limited
Kaushal Kishore
Partner
Membership No.: 090075
Jawahar Lal Goel
Managing Director
DIN: 00076462
Arun Duggal
Director
DIN: 00024262
Rajeev K. Dalmia
Chief Financial Officer
Ranjit Singh
Company Secretary
Membership No: A15442
Place: Gurgaon
Dated: 23 May 2013
Place: Noida
Dated: 23 May 2013
57
STATEMENT OF PROFIT AND LOSS FOR
THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
Note no. For the
year ended
31 March 2013
For the
year ended
31 March 2012
Income
Revenue from operations 22 216,680 195,782
Other income 23 5,120 5,787
Total revenue 221,800 201,569
Expenses
Purchases of stock-in-trade 920 737
Changes in inventories of stock-in-trade 24 (173) (244)
Operating expenses 25 110,806 99,753
Employee benefits expense 26 8,217 7,098
Selling and distribution expenses 27 30,364 29,093
Finance costs 28 12,836 19,708
Depreciation and amortization expense 12.1 and 12.2 62,755 51,800
Other expenses 29 8,594 9,509
Total expenses 234,319 217,454
Loss before tax and exceptional items 12,519 15,885
Exceptional items (refer to note 52) 5,944 -
Loss before tax after exceptional items 6,575 15,885
Tax expense - -
Loss for the year 6,575 15,885
Basic and diluted loss per equity share (in `) 41 0.62 1.49
(Face value of ` 1 each)
Significant accounting policies 2
The accompanying notes (1 to 53) form an integral part of the financial statements.
As per our report attached to the balance sheet.
For B S R & Co.
Chartered Accountants
Firm Registration No.: 101248W
For and on behalf of the Board of Directors of
Dish TV India Limited
Kaushal Kishore
Partner
Membership No.: 090075
Jawahar Lal Goel
Managing Director
DIN: 00076462
Arun Duggal
Director
DIN: 00024262
Rajeev K. Dalmia
Chief Financial Officer
Ranjit Singh
Company Secretary
Membership No: A15442
Place: Gurgaon
Dated: 23 May 2013
Place: Noida
Dated: 23 May 2013
58
CASH FLOW STATEMENT FOR THE YEAR
ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
For the
year ended
31 March 2013
For the
year ended
31 March 2012
A. Cash flows from operating activities
Net loss before tax (6,575) (15,885)
Adjustments for :
Depreciation and amortization expense 63,879 51,800
Loss on sale/ discard of fixed assets and capital work-in-progress 809 2,890
Profit on redemption of units of mutual funds (non trade, current) (412) (75)
Profit on sale of subsidiary - (93)
Foreign exchange fluctuation (net) (8,739) 4,506
Interest expense 11,018 10,903
Interest income (3,459) (3,409)
Operating profit before following adjustments 56,521 50,637
(Increase) in inventories (173) (244)
(Increase) in trade receivables (175) (707)
(Increase) in long-term loans and advances (2,232) (154)
(Increase)/ decrease in short term loans and advances and other
current assets (12,500) 8,221
(Decrease) in other long-term liabilities and provisions (2,467) (2,306)
Increase/(decrease) in trade payables, other short-term liabilities 23,248 (7,860)
Cash generated from operations 62,222 47,587
Income taxes paid (822) (218)
Net cash flow from operating activities 61,400 47,369
B. Cash flows from investing activities
Purchases of fixed assets (including capital work in progress and
capital advances) (69,803) (65,594)
Proceeds from sale of fixed assets 21 26
Purchases of investments (90,503) (34,300)
Proceeds from sale of investments 78,094 39,483
Loans given to body corporates - (11)
Refund of loans given to body corporates 1,795 11
Movements in fixed deposits having maturity of more than 3 months (1,695) 1,694
Interest received 3,430 3,451
Net cash flow used in investing activities (78,661) (55,240)
C. Cash flows from financing activities
Interest paid (6,909) (7,836)
Proceeds from issue of capital / call money received 428 228
Advance call money on shares (253) (7)
Proceeds from long term borrowings (excluding vehicle loans) 50,712 45,576
Repayments of long term borrowings (excluding vehicle loans) (15,257) (43,247)
Repayments of vehicle loans (6) (8)
Proceeds/ (repayments) from short term borrowings (16,500) 19,500
Net cash flow from financing activities 12,215 14,206
59
For the
year ended
31 March 2013
For the
year ended
31 March 2012
D. Effect of exchange difference on translation of foreign currency
cash and cash equivalents ## - 0
Net cash flows [increase/(decrease)] during the year (A+B+C+D) (5,046) 6,335
Cash and cash equivalents at the beginning of the year (refer to note 19) 16,240 9,905
Cash and cash equivalents at the end of the year (refer note 19) # 11,194 16,240
Cash and cash equivalents at the end of the year comprise of :
Cash on hand 2 1
Balances with scheduled banks :
- in current accounts # 11,037 3,638
- deposits with maturity of upto 3 months 52 48
Cheques, drafts on hand 103 12,553
Total cash and cash equivalents 11,194 16,240
# include ` 29 lacs (previous year ` 338 lacs) in share call money accounts in respect of rights issue.
## represent ` 3,708 as on 31 March 2012.
The above cash flow statement has been prepared under the Indirect method set out in Accounting Standard
3 Cash Flow Statements.
Significant accounting policies 2
The accompanying notes (1 to 53) form an integral part of the financial statements.
As per our report attached to the balance sheet.
CASH FLOW STATEMENT FOR THE YEAR
ENDED 31 MARCH 2013 (CONTD.)
(All amounts in ` lacs, unless stated otherwise)
For B S R & Co.
Chartered Accountants
Firm Registration No.: 101248W
For and on behalf of the Board of Directors of
Dish TV India Limited
Kaushal Kishore
Partner
Membership No.: 090075
Jawahar Lal Goel
Managing Director
DIN: 00076462
Arun Duggal
Director
DIN: 00024262
Rajeev K. Dalmia
Chief Financial Officer
Ranjit Singh
Company Secretary
Membership No: A15442
Place: Gurgaon
Dated: 23 May 2013
Place: Noida
Dated: 23 May 2013
60
1. Background
Dish TV India Limited (Dish TV or the Company) was incorporated on 10 August 1988. The Company is
engaged in the business of Direct to Home (DTH) and Teleport services. The DTH services are rendered
to the customers through Consumer Premise Equipment (CPE), used for receiving and broadcasting DTH
signals to the subscriber.
2. Significant accounting policies
a) Basis of preparation of financial statements
The financial statements are prepared under the historical cost convention, on accrual basis of
accounting, in accordance with the Generally Accepted Accounting Principles (GAAP) in India and
comply with the mandatory Accounting Standards as notified by the Companies (Accounting Standards)
Rules, 2006, to the extent applicable, and the presentational requirements of the Companies Act, 1956
b) Current/ Non-current classification
All assets and liabilities are classified as current and non-current.
Assets
An asset is classified as current when it satisfies any of the following criteria:
i) it is expected to be realized in, or is intended for sale or consumption in, the Companys normal
operating cycle;
ii) it is held primarily for the purpose of being traded;
iii) it is expected to be realized within 12 months after the reporting date; or
iv) it is cash or cash equivalent unless it is restricted from being exchanged or used to settle a
liability for at least 12 months after the reporting date.
Current assets include the current portion of non-current financial assets.
All other assets are classified as non-current.
Liabilities
A liability is classified as current when it satisfies any of the following criteria:
i) it is expected to be settled in the Companys normal operating cycle;
ii) it is held primarily for the purpose of being traded;
iii) it is due to be settled within 12 months after the reporting date; or
iv) the Company does not have an unconditional right to defer settlement of the liability for at least
12 months after the reporting date.
Current liabilities include current portion of non-current financial liabilities.
All other liabilities are classified as non-current.
Operating cycle
Operating cycle is the time between the acquisition of assets for processing and their realization in
cash or cash equivalents.
c) Going concern
The management believes that it is appropriate to prepare these financial statements on a going
concern basis, for the following reasons:-
i) The Company holds a DTH license from Government of India which is valid till 30 September
2013 and the process of renewal of the same has been initiated. The Company is of the view that
the license would certainly be renewed considering the involvement of interest of public at large.
ii) The DTH business necessitates long gestation period. Being first mover, the Company has
incurred huge cost on establishment and on awareness of the product, brand building on a pan
India basis, the benefits of which will accrue in the future years.
NOTES TO THE FINANCIAL STATEMENTS FOR
THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
61
iii) The management is fully seized of the matter and is of the view that going concern assumption
holds true and that the Company will be able to discharge its liabilities in the normal course of
business since the Company holds sanctioned loan facilities from banks and would meet the
debt obligations on due dates.
iv) The Company has positive operating cash flows.
Accordingly, the financial statements do not require any adjustment as to the balances carried in the
balance sheet.
d) Use of estimates
The preparation of financial statements in conformity with the GAAP in India requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and
the disclosure of contingent liabilities on the date of the financial statements. Actual results could
differ from those estimates. Examples of such estimates include estimated useful life of fixed assets,
classification of assets/liabilities as current or non-current in certain circumstances, estimate of
future obligations under employee retirement benefits, etc. Differences between the actual results
and estimates are recognised in the year in which such results are known/ materialized. Any revision to
accounting estimates is recognised in accordance with the requirements of the respective Accounting
Standards, generally prospectively, in the current and future periods.
e) Fixed assets
Tangible assets;
Fixed assets are recorded at the cost of acquisition, net of cenvat credit including all incidental
expenses attributable to the acquisition and installation of assets, upto the date when the assets are
ready for use.
Consumer Premise Equipments (CPE) are capitalized on activation of the same.
Intangible assets;
Intangible assets are recognised if it is probable that the future economic benefits that are attributable
to the asset will flow to the Company and the cost of the asset can be measured reliably. These assets
are valued at cost which comprises the purchase price and any directly attributable expenditure on
making the asset ready for its intended use.
License fees paid, including fee paid for acquiring license to operate DTH services, is capitalized as
intangible asset.
Cost of computer software includes license fees, cost of implementation and appropriate system
integration expenses. These costs are capitalized as intangible assets in the year in which related
software is implemented.
f) Depreciation/ amortisation
Tangible assets
Depreciation on tangible fixed assets, except CPEs, is provided on the straight-line method at the
rates specified in Schedule XIV of the Companies Act, 1956. CPEs are depreciated over their useful life
of five years, as estimated by the management [also refer to note 50]. CPEs that remain inactive for a
specified long period of time, determined based on past experience, are depreciated on accelerated
basis. Corresponding lease advances in such cases are recognised as income.
Leasehold improvements are amortised over the period of lease or their useful lives, whichever is
shorter.
Aircraft is depreciated over the estimated useful life of ten years.
Assets individually costing upto ` 5,000 are fully depreciated in the year of purchase, wherever
necessary in terms of Schedule XIV to the Companies Act, 1956.
Intangible assets
Goodwill on acquisition is amortised over a period of five years.
NOTES TO THE FINANCIAL STATEMENTS FOR
THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
62
DTH license fee is amortized over the period of license and other license fees are amortized over the
management estimate of useful life of five years.
Software are amortised on straight line method over an estimated life.
g) Impairment
The carrying amounts of the Companys assets (including goodwill) are reviewed at each balance
sheet date in accordance with Accounting Standard 28 Impairment of Assets, to determine whether
there is any indication of impairment. If any such indication exists, the assets recoverable amount
is estimated as higher of its net selling price and value in use. An impairment loss is recognized
whenever the carrying amount of an asset or its cash generating unit exceeds its recoverable amount.
Impairment losses are recognised in the Statement of Profit and Loss.
An impairment loss is reversed if there has been a change in the estimates used to determine the
recoverable amount. An impairment loss is reversed only to the extent that the assets carrying
amount does not exceed the carrying amount that would have been determined net of depreciation or
amortisation, had no impairment loss been recognised.
h) Inventories
Inventories of CPE related accessories and spares are valued at the lower of cost and net realisable
value. Cost of inventories includes all costs incurred in bringing the inventories to their present
location and condition. Cost is determined on a weighted average basis.
i) Revenue recognition
i) Service income
- Subscription and other service revenues are recognized on an accrual basis on rendering of
the service.
- Lease rental is recognized as revenue as per the terms of the contract of operating lease
over the period of lease on a straight line basis.
ii) Sale of goods
- Revenue from sale of stock-in-trade is recognised when the products are dispatched
against orders to the customers in accordance with the contract terms, which coincides
with the transfer of risks and rewards.
- Sales are stated net of rebates, trade discounts, sales tax and sales returns.
iii) Interest income
Income from deployment of surplus funds is recognised using the time proportion method,
based on interest rates implicit in the transaction.
j) Foreign currency transactions and forward contracts
Foreign currency transactions
i) Foreign currency transactions are accounted for at the exchange rate prevailing on the date
of the transaction. All monetary foreign currency assets and liabilities are converted at the
exchange rates prevailing at the date of the balance sheet. All exchange differences, other than
in relation to acquisition of fixed assets and other long term foreign currency monetary liabilities
are dealt with in the Statement of Profit and Loss.
ii) In accordance with Accounting Standard-11, Accounting for the Effects of Changes in Foreign
Exchange Rates, exchange differences arising in respect of long term foreign currency monetary
items used for acquisition of depreciable capital asset, are added to or deducted from the cost of
asset and are depreciated over the balance useful life of asset.
iii) The premium or discount arising on entering into a forward exchange contract for hedging
underlying assets and liabilities is measured by the difference between the exchange rate at
the date of the inception of the forward exchange contract and the forward rate specified in the
NOTES TO THE FINANCIAL STATEMENTS FOR
THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
63
contract and is amortised as expense or income over the life of the contract. Exchange difference
on a forward exchange contract is the difference between:
- the foreign currency amount of the contract translated at the exchange rate at the reporting
date, or the settlement date where the transaction is settled during the reporting period,
and;
- the same foreign currency amount translated at the latter of the date of inception of the
forward exchange contract and the last reporting date.
These exchange differences are recognised in the Statement of Profit and Loss in the reporting
period in which the exchange rates change.
iv) Derivatives
The Company enters into derivative transactions for hedging purposes. In respect of interest
rate swaps, which are not covered by Accounting Standard 11 The Effects of Changes in Foreign
Exchange Rates, such contracts are marked to market and provision for net loss, if any, is
recognised in the Statement of Profit and Loss. Resultant gains, if any, on account of mark to
market are ignored. The Company does not hold or issue derivative financial instruments for
trading or speculative purposes.
k) Investments
Long-term investments, including their current portion, are carried at cost less diminution, other
than temporary in value. Current investments are carried at the lower of cost and fair value which is
computed category wise.
l) Employee benefits
i) Short-term employee benefits
All employee benefits payable wholly within twelve months of rendering the service are classified
as short-term employee benefits. Benefits such as salaries, wages, and bonus, etc., are
recognised in the Statement of Profit and Loss in the period in which the employee renders the
related service.
ii) Post employment benefit
Defined contribution plan
The Company deposits the contributions for provident fund to the appropriate government
authorities and these contributions are recognised in the Statement of Profit and Loss in the
financial year to which they relate.
Defined benefit plan
The Companys gratuity scheme is a defined benefit plan. The present value of the obligation under
such defined benefit plan is determined based on actuarial valuation carried out at the end of the
year by an independent actuary, using the Projected Unit Credit Method, which recognises each
period of service as giving rise to additional unit of employee benefit entitlement and measures
each unit separately to build up the final obligation. The obligation is measured at the present
value of the estimated future cash flows. The discount rates used for determining the present
value of the obligation under defined benefit plans is based on the market yields on Government
Securities for relevant maturity. Actuarial gains and losses are recognized immediately in the
Statement of Profit and Loss.
iii) Other long term employee benefits
Benefits under the Companys leave encashment constitute other long-term employee benefits.
The liability in respect of vacation pay is provided on the basis of an actuarial valuation done by
an independent actuary at the year end. Actuarial gains and losses are recognised immediately
in the Statement of Profit and Loss.
NOTES TO THE FINANCIAL STATEMENTS FOR
THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
64
m) Employee stock option scheme
The Company calculates the compensation cost based on the intrinsic value method wherein the
excess of value of underlying equity shares as on the date of the grant of options over the exercise
price of the options given to employees under the employee stock option schemes of the Company, is
recognised as deferred stock compensation cost and amortised over the vesting period on a graded
vesting basis.
n) Leases
Operating lease
Leases where the lessor effectively retains substantially all the risks and benefits of ownership of
the leased asset are classified as operating leases. Operating lease charges are recognised as an
expense in the Statement of Profit and Loss on a straight line basis.
o) Earnings per share
Basic earning/loss per share are calculated by dividing the net profit or loss for the period attributable
to equity shareholders by the weighted average number of equity shares outstanding during the year.
For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable
to equity shareholders and the weighted average number of shares outstanding during the year are
adjusted for the effects of all dilutive potential equity shares.
p) Taxation
Income tax expense comprises current tax and deferred tax charge or credit. Current tax provision is
made based on the tax liability computed after considering tax allowances and exemptions under the
Income tax Act, 1961. The deferred tax charge or credit and the corresponding deferred tax liability
and assets are recognised using the tax rates that have been enacted or substantively enacted on the
balance sheet date.
In case of unabsorbed depreciation or carry forward losses, deferred tax assets are recognised only if
there is virtual certainty of realisation of such amounts. In other cases, other deferred tax assets are
recognised only to the extent there is reasonable certainty of realisation in future. Deferred tax assets
are reviewed at each balance sheet date to reassess their realisability and are written down or written
up to reflect the amount that is reasonably/ virtually certain, as the case may be.
q) Provisions and contingent liabilities
The Company recognises a provision when there is a present obligation as a result of a past event and
it is more likely than not that there will be an outflow of resources embodying economic benefits to
settle such obligations and the amount of such obligation can be reliably estimated. Provisions are not
discounted to their present value and are determined based on the managements estimation of the
outflow required to settle the obligation at the balance sheet date. These are reviewed at each balance
sheet date and adjusted to reflect current management estimates.
Contingent liabilities are disclosed in respect of possible obligations that have arisen from past events
and the existence of which will be confirmed only by the occurrence or non-occurrence of future
events, not wholly within the control of the Company. Contingent liabilities are also disclosed for the
present obligations that have arisen from past events in respect of which it is not probable that there
will be an outflow of resources or a reliable estimate of the amount of obligation cannot be made.
When there is an obligation in respect of which the likelihood of outflow of resources is remote, no
provision or disclosure is made.
NOTES TO THE FINANCIAL STATEMENTS FOR
THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
65
3 . Share capital
As at
31 March 2013
As at
31 March 2012
Authorised
1,500,000,000 (previous year 1,350,000,000) equity shares of ` 1 each 15,000 13,500
Issued, subscribed and fully paid-up
1,064,662,247 (previous year 1,061,701,440) equity shares of ` 1 each,
fully paid up 10,647 10,617
Issued, subscribed, but not fully paid-up
222,928 (previous year 2,722,435) equity shares of ` 1 each, fully called
up (Footnote b) 2 27
Less: calls in arrears (other than from directors/ officers) (1) (8)
10,648 10,636
Footnotes:
a) Reconciliation of the number of shares outstanding at the beginning
and at the end of the year Nos Nos
Shares at the beginning of the year 1,064,423,875 1,063,976,535
Add: Further issued during the year under Employees Stock Option
Plan 461,300 447,340
Shares at the end of the year 1,064,885,175 1,064,423,875
b) 22,314 (previous year 2,062,513) equity shares of ` 1 each, ` 0.75 paid up
200,614 (previous year 659,922) equity shares of ` 1 each, ` 0.50 paid up.
c) The Company has only one class of equity shares, having a par value of ` 1 per share. Each shareholder
is eligible to one vote per fully paid equity share held (i.e. in proportion to the paid up shares in equity
capital). The dividend proposed, if any, by the Board of Directors is subject to approval of shareholders in
the ensuing Annual General Meeting, except in case of interim dividend. The repayment of equity share
capital in the event of liquidation and buy back of shares are possible subject to prevalent regulations. In
the event of liquidation, normally the equity shareholders are eligible to receive the remaining assets of the
Company after distribution of all preferential amounts, in proportion to their shareholding.
As at
31 March 2013
As at
31 March 2012
d) Shares held by ultimate holding company/ holding company
Equity shares of ` 1 each, fully paid up by - 637,212,260
Direct Media Distribution Ventures Private Limited (formerly known as
Dhaka Warriors Sports Private Limited) *
- 59.86%
* 481,786,397 number of equity shares comprising of 45.24% holding in the Company as at 31 March 2013
NOTES TO THE FINANCIAL STATEMENTS FOR
THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
66
e) Details of shareholders holding more than 5% shares of the Company
Name As at 31 March 2013 As at 31 March 2012
Number of
shares
% holding in
the Company
Number of
shares
% holding in
the Company
Direct Media Distribution Ventures
Private Limited (formerly known
as Dhaka Warriors Sports Private
Limited) 481,786,397 45.24% 637,212,260 59.86%
Deutsche Bank Trust Company
Americas [footnote f(iii)] 85,035,000 7.99% 117,035,000 11.00%
Direct Media Solutions Private
Limited 155,425,863 14.60% - -
f) Issued, subscribed and fully paid up shares include:
i) 249,300,890 (previous year 249,300,890) equity shares of ` 1 each fully paid up, allotted for consideration
other than cash pursuant to the Scheme of Arrangement made effective from 1 April, 2006.
ii) 1,477,780 (previous year 1,016,480) equity shares of ` 1 each, fully paid up, issued to the employees,
under Employee Stock Option Plan, i.e., ESOP 2007.
iii) 85,035,000 (previous year 117,035,000) equity shares of ` 1 each, fully paid up, for underlying 85,035
nos. (previous year 117,035 nos.) Global Depository Receipts (GDR). Each GDR represents 1,000 Equity
Shares of ` 1 each.
g) 4,282,228 (previous year 4,282,228) equity shares of ` 1 each are reserved for issue under Employee Stock
Option Plan 2007. (refer to note 34 for terms and amount etc.)
4 . Reserves and surplus
As at
31 March 2013
As at
31 March 2012
Securities premium account
Opening balance 153,362 153,140
Add: received during the year 416 222
Closing balance 153,778 153,362
General reserves
Opening balance 1,849 1,849
Closing balance 1,849 1,849
Deficit in the Statement of Profit and Loss
Opening balance (175,229) (159,344)
Less: Loss for the year (6,575) (15,885)
Closing balance (181,804) (175,229)
(26,177) (20,018)
NOTES TO THE FINANCIAL STATEMENTS FOR
THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
67
5 . Long-term borrowings
As at
31 March 2013
As at
31 March 2012
As at
31 March 2013
As at
31 March 2012
Non current Current maturities
Secured loans:
From banks
- Term loans 11,590 16,192 7,102 7,727
- Buyers credits 73,012 85,741 68,591 10,861
- Vehicle loans* - 0 - 2
From other parties
- Vehicle loans - 2 2 3
84,602 101,935 75,695 18,593
Less: amount disclosed under the
head Other current liabilities
(refer to note 10)
- - 75,695 18,593
84,602 101,935 - -
* ` 46,531 as on 31 March 2012
Footnotes:
Nature of security Terms of repayment
a) Term loans
i) Term loans of ` 16,192 lacs (previous year `22,669
lacs) are under syndicate Rupee Loan Facility and
are secured by the creation of a first ranking
charge by way of mortgage in favor of a security
trustee over all the immoveable assets, present
and future, a charge by way of hypothecation over
(a) all the moveable assets, present and future; (b)
the balances lying in and to the credit of certain
accounts and the proceeds of any investments
made out of the said balances; and (c) all the
rights, title and interest in various contracts,
authorizations, approvals and licenses, including
the DTH license (to the extent that it is capable of
being charged or assigned) and insurance policies.
Further, an amount equal to three months payment
of principal and interest on the outstanding facility
is guaranteed by Zee Entertainment Enterprises
Limited, a related party [refer to note 37 e)].
Repayable in quarterly installments
a) Loan amounting to ` 4,688 lacs as on reporting
date is payable in ten quarterly installments
alongwith monthly interest at bank base rate plus
2.25 % per annum.
b) Loan amounting to ` 5,986 lacs as on reporting
date is payable in ten quarterly installments
alongwith monthly interest at bank base rate
plus 1.50 % per annum.
c) Loan amounting to ` 3,125 lacs as on reporting
date is payable in ten quarterly installments
alongwith monthly interest at bank base rate plus
2.30 % per annum.
d) Loan amounting to ` 2,393 lacs as on reporting
date is payable in ten quarterly installments
alongwith monthly interest at 12.75% per annum.
ii) Term loan of ` nil (previous year ` 1,250 lacs) is
secured by subservient charge on all assets (both
present and future).
Further, unconditional and irrevocable Corporate
Guarantee of Zee Entertainment Enterprises
Limited, a related party [refer to note 37 e)].
Loan has been repaid during the year.
NOTES TO THE FINANCIAL STATEMENTS FOR
THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
68
iii) Term loan of ` 2,500 lacs (previous year ` nil)
is secured by (a) first pari-passu charges on
consumer premises equipment (CPE), (both
present and future), of the Company; (b) first pari-
passu charges on all current assets including stock
of raw materials, semi finished and finished goods,
consumable stores and spares and such other
movable including book debts, bills, outstanding
monies receivables (both present and future);
(c) first pari-passu charges on all movable and
immovable fixed assets, (both present and future);
(d) assignment of insurance policies pertaining to
CPE charged, current assets and movable fixed
assets, of the Company. Further, a corporate
guarantee is given by Direct Media Distribution
Ventures Private Limited (formerly known as Dhaka
Warriors Sports Private Limited), a related party in
respect of this loan [refer to note 37 e)].
Loan amounting to ` 2,500 lacs as on reporting date
is payable in eight quarterly installments after a
moratorium period of 12 months from the date of
first disbursement alongwith monthly interest at
bank base rate plus 2.25 % per annum.
b) Buyers credits
i) Buyers credit of ` 42,743 lacs (previous year
`33,280 lacs) is secured by pari passu first charge
on the movable and immovable fixed assets
and current assets of the Company. Further, a
corporate guarantee is given by Direct Media
Distribution Ventures Private Limited (formerly
known as Dhaka Warriors Sports Private Limited),
a related party [refer to note 37 e)].
Buyers credit comprises of several loan transactions
ranging between 1.75 to 3 years of maturities.
Each transaction is repayable in full on maturity
dates falling between December 2015 (being the
farthest) and September 2013 (being the closest).
Interest on all Buyers Credit is payable in half yearly
installments ranging from Libor plus 45 bps to Libor
plus 240 bps.
ii) Buyers credit of ` 21,299 lacs (previous year
`20,033 lacs) is secured by first ranking pari passu
charge on all present and future tangible movable/
immovable and current assets of the Company
including proceeds account; exclusive charge
on reserve account; assignment of rights, titles
and interest of the Company in all the contracts,
authorisations, approvals, and licenses (to the
extent the same are capable of being assigned);
and assignment of all insurance policies.
Buyers credit comprises of several loan
transactions ranging between 2.5 to 3 years of
maturities. Each transaction is repayable in full on
maturity dates falling between April 2014 (being
the farthest) and June 2013 (being the closest).
Interest on all Buyers Credit is payable in half yearly
installments at Libor plus 200 bps.
iii) Buyers credit of ` 49,915 lacs (previous year
`36,857 lacs) is secured by first pari passu charge
on all present and future moveable and immovable
assets, including but not limited to inventory of
set-top-boxes and accessories etc., book debts,
operating cash flows, receivables, commissions,
revenue of whatever nature and wherever arising,
present and future, and on all intangibles assets
including but not limited to goodwill and uncalled
capital, present and future, of the Company.
Further, a corporate guarantee is given by Churu
Trading Company Private Limited and Jayneer
Capital Private Limited and a personal guarantee
by key managerial personnel in respect of this
loan. [refer to note 37 e)].
Buyers credit comprises of several loan transactions
ranging between 1.75 to 3 years of maturities.
Each transaction is repayable in full on maturity
dates, falling between November 2015 (being
the farthest) and August 2013 (being the closest).
Interest on ` 33,064 lacs buyers credit is
payable in half yearly installments ranging
from Libor plus 45 bps to Libor plus 350 bps.
Interest on ` 16,851 lacs buyers credit is payable in
yearly installments ranging from Libor plus 157 bps
to Libor plus 165 bps.
NOTES TO THE FINANCIAL STATEMENTS FOR
THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
69
iv) Buyers credit of ` nil (previous year ` 6,432 lacs)
is secured by an exclusive charge on consumer
premises equipment (CPE) imported under this
facility, a charge on Reserves Account, which
shall have minimum balance equal to Minimum
Reserve Amount, the assignment of insurance
policies pertaining to the CPE charged, if any,
and completion support undertaking from Zee
Entertainment Enterprises Limited, a related
party [refer to note 37 e)] .
Loan has been repaid during the current year.
v) Buyers credit of ` 16,316 lacs (previous year
` nil) is secured by (a) first pari passu charge
on consumer premises equipment (CPE) (both
present and future); (b) first pari passu charges
by way of hypothecation on the Companys entire
current assets which would include stocks
of raw materials, semi finished and finished
good, consumable stores and spares and such
other movables, including books debts, bills,
outstanding monies receivables (both present and
future) in a form and manner satisfactory to the
bank; (c) first pari passu charge on all movable
fixed assets of the Company; (d) assignment of
insurance policies pertaining to CPE charged,
current assets and movable fixed assets.
Buyers credit comprises of several loan
transactions ranging between 1.75 to 3 years of
maturities. Each transaction is repayable in full on
maturity dates, falling between January 2016 (being
the farthest) and April 2014 (being the closest).
Interest on all buyers credit is payable in half yearly
installments ranging from Libor plus 165 bps to
Libor plus 250 bps.
vi) Buyers credit of ` 11,330 lacs (previous year
` nil) secured by (a) first pari-passu charges
on consumer premises equipment (CPE) (both
present and future); (b) first pari-passu charges
on all current assets including stock of raw
materials, semi finished and finished goods,
consumable stores and spares and such other
movable including book debts, bills, outstanding
monies receivables (both present and future);
(c) first pari-passu charges on all movable and
immovable fixed assets (both present and future);
(d) assignment of insurance policies pertaining to
CPE charged, current assets and movable fixed
assets. Further, a corporate guarantee is given
by Direct Media Distribution Ventures Private
Limited (formerly known as Dhaka Warriors
Sports Private Limited), a related party in respect
of this loan [refer to note 37 e)].
Buyers credit comprises of several loan transactions
ranging between 2.5 to 3 years of maturities.
Each transaction is repayable in full on maturity
dates, falling between December 2015 (being
the farthest) and Sep 2015 (being the closest).
Interest on all buyers credit is payable in yearly
installments ranging from Libor plus 155 bps to
Libor plus 165 bps.
c) Vehicle loans
Vehicle loans from banks and others are secured by
way of hypothecation of vehicles.
Balance aggregating ` 2 lacs as at reporting date is
repayable in 7 equated monthly installments.
d) The Company did not have any continuing defaults
as on the balance sheet date in repayment of loans
and interests.
NOTES TO THE FINANCIAL STATEMENTS FOR
THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
70
6 . Other long-term liabilities
As at
31 March 2013
As at
31 March 2012
As at
31 March 2013
As at
31 March 2012
Non current Current
Others:
Income received in advance 15,013 17,702 29,464 30,148
Money received against partly paid
up shares (refer to note 43) 29 282 - -
15,042 17,984 29,464 30,148
Less: amount disclosed under the
head Other current liabilities
(refer to note 10) - - 29,464 30,148
15,042 17,984 - -
7 . Long-term provisions
As at
31 March 2013
As at
31 March 2012
As at
31 March 2013
As at
31 March 2012
Non current Current
Provision for employee benefits
- Gratuity (refer to note 35) 794 654 38 6
- Vacation pay 480 398 32 11
1,274 1,052 70 17
Less: amount disclosed under the
head Short-term provisions
(refer to note 11)
- - 70 17
1,274 1,052 - -
8 . Short-term borrowings
As at
31 March 2013
As at
31 March 2012
Secured loans
Loans repayable on demand
- Cash credit from bank 3,000 2,000
Other loans
- Short term loan from bank - 5,000
Unsecured loans
Loan from a related party [refer to note 37 d)], repayable on demand - 12,500
3,000 19,500
NOTES TO THE FINANCIAL STATEMENTS FOR
THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
71
Footnotes:
a) Nature of security Terms of repayments
i) Cash credit from bank is secured by first pari passu
charge on the movable and immovable fixed assets
and current assets of the Company.
Payable on demand
ii) Short-term loan from bank is secured by pari
passu charge on all present and future moveable
and immovable assets, including but not limited
to inventory of set-top-box and accessories etc.,
book debts, operating cash flows, receivables,
commissions, revenue and on all intangible assets,
including but not limited to goodwill and uncalled
capital, if any, of the Company.
Payable on maturity along with interest at the
rate of 12.50% per annum.
b) The Company did not have any defaults as on the
balance sheet date in repayment of loans and
interests.
9 . Trade payables
As at
31 March 2013
As at
31 March 2012
Sundry creditors
- Outstanding towards micro and small enterprises - -
- Others 21,374 12,747
21,374 12,747
The Company does not have any outstanding dues towards micro and small enterprises, based on the
information available
10. Other current liabilities
As at
31 March 2013
As at
31 March 2012
Current maturities of long-term borrowings (also refer to note 5) 75,695 18,593
Interest accrued but not due on borrowings 828 703
Income received in advance (also refer to note 6) 29,464 30,148
Other payables
- Statutory dues 4,231 2,343
- Accrued loss on forward contracts 69 -
- Advances/ deposits received 8,935 6,947
- Book overdraft 1,258 2,209
- Commission accrued 1,164 1,408
- Employees reimbursements 266 192
- Creditors for fixed assets 18,354 8,083
140,264 70,626
NOTES TO THE FINANCIAL STATEMENTS FOR
THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
72
11. Short-term provisions
As at
31 March 2013
As at
31 March 2012
Provision for employee benefits (refer to note 7)
- Gratuity (refer to note 35) 38 6
- Vacation pay 32 11
Other provisions
-Regulatory dues (refer to note 39) 65,366 48,917
-Wealth tax 33 1
65,469 48,935
12.1. Fixed Assets - Tangible assets
As at 31 March 2013
Particulars Gross block Depreciation Net block
As at
31 March
2012
Additions Sales/
adjustments
As at
31 March
2013
As at
31 March
2012
For the
year#
Sales/
adjustments
As at
31 March
2013
As at
31 March
2013
Plant and machinery 13,927 356 - 14,283 6,921 1,490 - 8,411 5,872
Consumer premises
equipment [Refer to
note 38 b)] 269,175 60,772 - 329,947 135,502 61,764 - 197,266 132,681
Computers 940 223 13 1,150 489 157 2 644 506
Office equipment* 209 45 0 254 45 12 0 57 197
Furniture and fixtures 212 5 - 217 50 16 - 66 151
Vehicles and aircraft 250 3,376 36 3,590 105 172 14 263 3,327
Leasehold
improvements** 47 - - 47 46 1 - 47 0
Total 284,760 64,777 49 349,488 143,158 63,612 16 206,754 142,734
As at 31 March 2012
Particulars Gross block Depreciation Net block
As at
31 March
2011
Additions Sales/
adjustments
As at
31 March
2012
As at
31 March
2011
For the
year
Sales/
adjustments
As at
31 March
2012
As at
31 March
2012
Plant and machinery 13,300 627 - 13,927 5,402 1,519 - 6,921 7,006
Consumer premises
equipment [Refer to
note 38 b)] 212,642 56,533 - 269,175 86,440 49,062 - 135,502 133,673
Computers*** 740 202 2 940 361 128 0 489 451
Office equipments 171 38 - 209 34 11 - 45 164
Furniture and fixtures 206 7 1 212 36 15 1 50 162
Vehicles 282 - 32 250 82 26 3 105 145
Leasehold
improvements 46 1 - 47 45 1 - 46 1
Total 227,387 57,408 35 284,760 92,400 50,762 4 143,158 141,602
NOTES TO THE FINANCIAL STATEMENTS FOR
THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
73
12.2 . Fixed Assets - Intangible assets
As at 31 March 2013
Particulars Gross block Amortisation Net block
As at
31 March
2012
Additions Sales/
adjustments
As at
31 March
2013
As at
31 March
2012
For the
year
Sales/
adjustments
As at
31 March
2013
As at
31 March
2013
Goodwill 4,512 - - 4,512 4,512 - - 4,512 -
License fees 1,174 - - 1,174 981 135 - 1,116 58
Software 2,220 485 - 2,705 1,980 132 - 2,112 593
Total 7,906 485 - 8,391 7,473 267 - 7,740 651
As at 31 March 2012
Particulars Gross block Amortisation Net block
As at
31 March
2011
Additions Sales/
adjustments
As at
31 March
2012
As at
31 March
2011
For the
year
Sales/
adjustments
As at
31 March
2012
As at
31 March
2012
Goodwill 4,512 - - 4,512 3,835 677 - 4,512 -
License fees 1,174 - - 1,174 846 135 - 981 193
Software 2,131 89 - 2,220 1,754 226 - 1,980 240
Total 7,817 89 - 7,906 6,435 1,038 - 7,473 433
Footnotes:
i) Additions/ adjustments to gross block of consumer premises equipment (CPE) and plant and machinery include loss on account
of foreign exchange fluctuations amounting to ` 12,302 lacs (previous year ` 2,057 lacs), and ` 165 lacs (previous year ` 44 lacs)
respectively [also refer to note 45 a)].
# Depreciation for the current year includes ` 1,124 lacs pertaining to foreign exchange fluctuations adjustment relating to previous
year ended 31 March 2012 as referred in note 52.
* ` 20,450 in additions and ` 1,249 in sales/ adjustments for the year 2012-13.
** ` 44,851 is the net block as at 31 March 2013.
*** ` 17,230 is the sales/adjustments of accumulated depreciation for the year 2011-12.
13. Non-current investments (Unquoted)
As at
31 March 2013
As at
31 March 2012
Long term investments (at cost, unless specified otherwise)
Trade investments
Investments in equity instruments
In subsidiary companies (fully paid up)
Digital Network Distribution Pte Limited (formerly known as Dish
TV Singapore Pte Limited)*
- 0
Nil (previous year 1) equity share of SGD 1, fully paid up [also
refer to note 33 a)].
* represents ` 41 (SGD 1).
Dish T V Lanka (Private) Limited 3 -
70,000 (previous year nil) equity shares of LKR 10, each fully paid
up [also refer to note 33 b)].
Others
Balance of unutilised monies raised by issue
- Certificate of deposit - 15,000
Represents deposits with SICOM Limited (a financial institution).
(refer to note 43)
3 15,000
Aggregate book value of unquoted investments 3 15,000
NOTES TO THE FINANCIAL STATEMENTS FOR
THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
74
14. Long-term loans and advances
(Unsecured and considered good, unless otherwise stated)
As at
31 March 2013
As at
31 March 2012
Capital advances 11 -
Security deposits 156 179
Loans and advances to related parties [refer to note 37 d)]
Prepaid expenses 1,065 -
Others 89 -
Others:
Prepaid expenses 840 187
Advance tax [net of provision ` nil (previous year ` 70 lacs)] 2,352 1,529
Amounts/ taxes paid under protest 2,033 1,585
6,546 3,480
15. Other non-current assets
As at
31 March 2013
As at
31 March 2012
Deposits with banks with maturity period more than 12 months (refer
to note 19) 970 695
970 695
16. Current investments
As at
31 March 2013
As at
31 March 2012
Investments in Mutual Funds# (unquoted) (refer to note 49) 7,818 -
# Net assets value ` 7,916 lacs (previous year ` nil) of mutual funds,
though unquoted
Trade investments
- Current maturities of long-term investment
In subsidiary companies (fully paid up)
Digital Network Distribution Pte Limited (formerly known as
Dish TV Singapore Pte Limited)* 0 -
1 (previous year nil) equity share of one SGD fully paid up [also
refer to note 33 a)].
* represent ` 41 (SGD 1).
Others
- Certificate of deposit 20,000 -
Represents deposits with SICOM Limited (a financial
institution). (refer to note 43)
Out of ` 20,000 lacs, ` 15,000 lacs, being unutilised monies
raised by issue, represents current maturities of long-term
investments.
27,818 -
Aggregate book value of unquoted investments 27,818 -
NOTES TO THE FINANCIAL STATEMENTS FOR
THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
75
17. Inventories
As at
31 March 2013
As at
31 March 2012
Stock-in-trade (at the lower of cost and net realisable value)
-Customer premises equipment related accessories and spares 861 688
861 688
18. Trade receivables
(Unsecured and considered good, unless otherwise stated)
As at
31 March 2013
As at
31 March 2012
Debts outstanding for a period exceeding six months
- Considered good 761 521
- Considered doubtful 76 117
Other debts
- Considered good 2,275 2,340
3,112 2,978
Provision for doubtful debts (76) (117)
3,036 2,861
19. Cash and bank balances
As at
31 March 2013
As at
31 March 2012
As at
31 March 2013
As at
31 March 2012
Current Non current
Cash and cash equivalents
Balances with banks :
- in current accounts # 11,037 3,638 - -
- deposits with maturity of upto 3
months
52 48 - -
Cheques, drafts on hand 103 12,553 - -
Cash on hand 2 1 - -
Other bank balances
- deposits with maturity of more
than 3 months ## 25,016 22,273 970 695
36,210 38,513 970 695
Less: amount disclosed under
the head other non-current assets
(refer to note 15) - - 970 695
36,210 38,513 - -
# include ` 29 lacs (previous year ` 338 lacs) in share call money accounts in respect of rights issue.
## includes unutilised proceeds of GDR Issue amounting to ` 22,266 lacs (previous year ` 20,634 lacs)
NOTES TO THE FINANCIAL STATEMENTS FOR
THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
76
20. Short-term loans and advances
(Unsecured and considered good, unless otherwise stated)
As at
31 March 2013
As at
31 March 2012
Considered good
Loans and advances to related parties [refer to note 37 d)]
- Prepaid expenses 3,193 -
- Others 10,437 9,376
Others
- Prepaid expenses 2,039 568
- Advances to vendors, distributors, etc. 5,193 3,364
- Customs duty, service tax and sales tax, etc 9,212 6,615
-Security deposits 704 531
30,778 20,454
21. Other current assets
As at
31 March 2013
As at
31 March 2012
Income accrued but not due on fixed deposits 57 28
Insurance claim receivable 396 15
Unamortised premium on forward contracts 84 5
Accrued gains on forward contracts - 780
537 828
NOTES TO THE FINANCIAL STATEMENTS FOR
THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
77
22. Revenue from operations
For the
year ended
31 March 2013
For the
year ended
31 March 2012
Income from Direct to home (DTH) subscribers :
- Subscription revenue 192,281 166,389
- Lease rentals 15,965 22,057
Teleport services 1,975 1,397
Bandwidth charges 3,196 3,967
Sales of customer premises equipment (CPE) and accessories 502 354
Advertisement income 2,528 1,594
Other operating income 233 24
216,680 195,782
23. Other income
For the
year ended
31 March 2013
For the
year ended
31 March 2012
Interest income from
- long-term investments 1,612 1,882
- current investments 259 -
- fixed deposits/ margin accounts 1,338 1,165
- others 250 362
Foreign exchange fluctuation 686 1,928
Profit on redemption of units of mutual funds (non trade, current) 412 75
Profit on sale of investment (trade) in a subsidiary [refer to note 33 d)] - 93
Liabilities written back 56 201
Miscellaneous income 507 81
5,120 5,787
24. Changes in inventories of stock-in-trade
For the
year ended
31 March 2013
For the
year ended
31 March 2012
Opening stock 688 444
Less: Closing stock 861 688
(173) (244)
NOTES TO THE FINANCIAL STATEMENTS FOR
THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
78
25. Operating expenses
For the
year ended
31 March 2013
For the
year ended
31 March 2012
Transponder lease 11,669 11,358
License fees 22,570 20,025
Uplinking charges 708 703
Programming and other costs (refer to note 51) 65,247 60,874
Entertainment tax 10,612 6,793
110,806 99,753
26. Employee benefits expenses
For the
year ended
31 March 2013
For the
year ended
31 March 2012
Salary, bonus and allowances 7,546 6,543
Contribution to provident and other funds 477 402
Staff welfare 99 76
Recruitment and training expenses 95 77
8,217 7,098
27. Selling and distribution expenses
For the
year ended
31 March 2013
For the
year ended
31 March 2012
Advertisement and publicity expenses 7,609 7,967
Business promotion expenses 426 354
Commission 15,587 15,082
Customer support services 6,742 5,690
30,364 29,093
28. Finance costs
For the
year ended
31 March 2013
For the
year ended
31 March 2012
Interest on:
-Term loans from banks 2,759 5,857
-Buyers credits from banks 3,261 2,078
-Others 4,998 2,968
Foreign exchange fluctuation (net) - 7,027
Other borrowing costs 1,818 1,778
12,836 19,708
NOTES TO THE FINANCIAL STATEMENTS FOR
THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
79
29. Other expenses
For the
year ended
31 March 2013
For the
year ended
31 March 2012
Electricity charges 503 361
Rent 892 533
Repairs and maintenance
- Plant and machinery 429 210
- Building 35 45
- Others 158 156
Insurance 88 39
Rates and taxes 89 44
Legal and professional fees 1,791 1,367
Directors sitting fees 13 11
Printing and stationary 572 511
Communication expenses 854 610
Travelling and conveyance 1,147 848
Service and hire charges 890 707
Freight, cartage and demurrage 2 498
Bad debts and balances written off 209 163
Provision for doubtful debts - 41
Loss on sale/discard of fixed assets 12 5
Loss on sale/discard of capital work-in-progress 797 2,885
Miscellaneous expenses 113 475
8,594 9,509
NOTES TO THE FINANCIAL STATEMENTS FOR
THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
80
30. CIF value of imports
Particulars For the
year ended
31 March 2013
For the
year ended
31 March 2012
Capital equipment 62,382 47,926
CPE related accessories and spares 358 356
31. Expenditure in foreign currency (accrual basis)
Particulars For the
year ended
31 March 2013
For the
year ended
31 March 2012
Programming and other cost 7,540 5,589
Transponder leases - 1,321
Professional and consultancy charges 504 49
Travelling expenses 11 6
Finance expenses 3,261 2,078
Others 44 2
32. Earnings in foreign currency (accrual basis)
Particulars For the
year ended
31 March 2013
For the
year ended
31 March 2012
Interest income 1,089 938
Bandwidth charges 601 109
Subscription income* 9,469 585
Others 5 3
* represents collection in foreign currency with regard to services rendered in India.
33. a) The name of the Companys wholly owned subsidiary in Singapore viz Dish TV Singapore Pte Limited
was changed to Digital Network Distribution Pte Limited on 12 March 2013. The Company entered
into Share Purchase Agreement dated 19 March 2013 with a party for transfer of its investment at an
agreed price of Singapore Dollar 12,000. On 1 April 2013, shareholding in Digital Network Distribution
Pte Limited was transferred to other party and, accordingly, as at 31 March 2013, the investment has
been shown under current maturities of long term investment.
b) Dish T V Lanka (Private) Limited, a Joint Venture (JV) Company, was incorporated on 25 April 2012
under the laws of Sri Lanka. Dish TV India Ltd holds 70% share capital in the JV Company with Satnet
(Private) Limited, a company duly incorporated and having a DTH License in Sri Lanka, holding 30% of
the share capital. The said JV Company shall engage in providing DTH related services in Sri Lanka.
c) During the previous year, upon inter-se transfer of shares between the Promoters, with effect from
26 December 2011 the Company became a subsidiary of Direct Media Distribution Ventures Pvt. Ltd
(formerly known as Dhaka Warriors Sports Private Limited).
During the current year, Direct Media Distribution Ventures Pvt. Ltd. disinvested its holding in the
Company from 59.86% to 45.24% and consequently, it ceases to be the holding company of Dish TV
India Limited.
d) The Company, to enhance its focus on core Direct to Home (DTH) operations and to capitalize the
growth prospects of DTH industry, divested its entire investment on 1 June 2011 in Integrated
Subscribers Management Services Limited and recorded profit on sale of such investment amounting
to ` 93 lacs in Other income in the previous year.
NOTES TO THE FINANCIAL STATEMENTS FOR
THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
81
34. Employee stock option plan (ESOP) 2007
In the Annual General Meeting held on 3 August 2007, the shareholders of the Company have approved
Employee Stock Option Plan, i.e., ESOP 2007 (the Scheme). The Scheme provided for issue of 4,282,228
stock options (underlying fully paid equity share of ` 1 each) to the employees of the Company as well as
that of its subsidiaries and also to non-executive directors including independent directors of the Company
at the exercise price which shall be equivalent to the market price determined as per the Securities
and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999 [SEBI (ESOP) Guidelines, 1999].
The options granted under the Scheme shall vest between one year to six years from the date of grant of
options, with 20% vesting each year. Once the options vest as per the Scheme, they would be exercisable
by the grantee at any time within a period of four years from the date of vesting and the shares arising on
exercise of such options shall not be subject to any lock-in period.
The shareholders in their meeting held on 28 August 2008 approved the re-pricing of outstanding options
which were granted till that date and consequently the options were re-priced at ` 37.55 per option,
determined as per SEBI (ESOP) Guidelines, 1999.
However, in respect of options granted subsequent to 28 August 2008, the exercise price of the options has
been maintained as equivalent to the market price determined as per the SEBI (ESOP) Guidelines, 1999.
As stated above, the options are granted to the employees at an exercise price, being the latest market
price as per SEBI (ESOP) Guidelines, 1999. Further, since the Company follows intrinsic value method for
accounting of the above options, there is no charge in the Statement of Profit and Loss.
The activity relating to the options granted and movements therein are set out below:
Particulars For the
year ended
31 March 2013
(Nos.)
For the
year ended
31 March 2012
(Nos.)
Options outstanding at the beginning of the year 1,779,180 2,293,220
Add: Options granted 141,450 125,000
Less: Exercised 461,300 447,340
Less: Lapsed 175,040 191,700
Options outstanding at the end of the year 1,284,290 1,779,180
The following table summarizes information on the share options outstanding as of 31March2013:
Particulars Date of grant Number of shares
remaining out of
options
Remaining
contractual life
Exercise price
Lot 1 21 August 2007 80,300 4.39 37.55*
Lot 2 24 April 2008 - - -
Lot 3 28 August 2008 10,500 5.41 37.55*
Lot 4 28 May 2009 195,040 6.16 47.65
Lot 5 27 October 2009 64,360 6.58 41.45
Lot 6 26 October 2010 112,440 7.57 57.90
Lot 7 21 January 2011 640,200 7.81 58.95
Lot 8 20 July 2011 40,000 8.30 93.20
Lot 9 19 July 2012 141,450 9.30 68.10
Options outstanding at the end of the year 1,284,290 7.42# 56.83#
NOTES TO THE FINANCIAL STATEMENTS FOR
THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
82
The following table summarizes information on the share options outstanding as of 31March2012:
Particulars Date of grant Number of shares
remaining out of
options
Remaining
contractual life
Exercise price
Lot 1 21 August 2007 364,350 5.39 37.55*
Lot 2 24 April 2008 - - -
Lot 3 28 August 2008 27,000 6.41 37.55*
Lot 4 28 May 2009 302,030 7.16 47.65
Lot 5 27 October 2009 133,480 7.58 41.45
Lot 6 26 October 2010 131,720 8.57 57.90
Lot 7 21 January 2011 695,600 8.81 58.95
Lot 8 20 July 2011 125,000 9.30 93.20
Options outstanding at the end of the year 1,779,180 7.72# 53.34#
* re-priced as per Shareholders approval on 28 August 2008. Refer note above
# on a weighted average basis.
35. Disclosure pursuant to Accounting Standard 15 on Employee Benefits
Defined contribution plans
An amount of ` 430 lacs (previous year ` 360 lacs) and ` 5 lacs (previous year ` 6 lacs) for the year, have
been recognized as expenses in respect of the Companys contributions to Provident Fund and Employees
State Insurance Fund respectively, deposited with the government authorities and have been included
under Employee benefits expenses.
Defined benefit plans
Gratuity is payable to all eligible employees of the Company on superannuation, death or permanent
disablement, in terms of the provisions of the Payment of Gratuity Act or as per the Companys Scheme,
whichever is more beneficial.
The following table sets forth the status of the gratuity plan of the Company and the amounts recognised
in the Balance Sheet and Statement of Profit and Loss:
Particulars For the
year ended
31 March 2013
For the
year ended
31 March 2012
Changes in present value of obligation
Present value of obligation as at the beginning of the year 660 426
Interest cost 53 36
Current service cost 207 191
Benefits paid (19) (9)
Actuarial (gain)/loss on obligation (69) 16
Present value of obligation as at the end of the year 832 660
Short term 38 6
Long term 794 654
832 660
Expenses recognized in the Statement of Profit and Loss
Current service cost 207 191
Interest cost on benefit obligation 53 36
Net actuarial (gain)/loss recognised in the year (69) 16
Expenses recognised in the Statement of Profit and Loss 191 243
NOTES TO THE FINANCIAL STATEMENTS FOR
THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
83
The principal assumptions used in determining gratuity for the Companys plans are shown below:
Particulars As at
31 March 2013
As at
31 March 2012
Discount rate 8.00 8.50
Salary escalation rate (per annum) 10.00 11.00
Withdrawal rates
Age- Upto 30 years 13% 13%
31-44 years 2% 2%
Above 44 years 1% 1%
Mortality rate IALM (1994 - 96) LIC (1994 - 96)
Discount rate: The discount rate is estimated based on the prevailing market yields of Indian
government securities as at the balance sheet date for the estimated term of the obligation.
Salary escalation rate: The estimates of salary increases, considered in actuarial valuation, take account
of inflation, promotion and other relevant factors.
Experience adjustment:-
Particulars As at
31 March
2009
As at
31 March
2010
As at
31 March
2011
As at
31 March
2012
As at
31 March
2013
Defined benefit obligation (DBO) 202 310 426 660 832
Plan assets - - - - -
Net assets (liability) (202) (310) (426) (660) (832)
Experience adjustment on DBO-Gain (Loss) (25) 7 35 16 73
Experience adjustment on plan assets - - - - -
36. Segmental information
The Company is in the business of providing Direct to Home (DTH) and teleport services primarily in India.
As the Companys business activity primarily falls within a single business and geographical segment,
disclosures in terms of Accounting Standard 17 on Segment Reporting are not applicable.
37. Related party disclosures
a) Related parties where control exists: Holding company:
Direct Media Distribution Ventures Private Limited. (formerly
known as Dhaka Warriors Sports Private Limited) (with
effect from 26 December 2011 upto 30 March 2013)
Subsidiary companies:
Integrated Subscriber Management Services Limited (ISMSL)
{ISMSL was subsidiary till 31 May 2011; renamed as Essel
Business Processes Limited (EBPL), and with effect from 16
October 2011 merged with Cyquator Media Services Private
Limited (all referred to as Cyquator)}
Digital Network Distribution PTE Limited. (formerly known
as Dish TV Singapore Pte Limited.)
Dish TV Lanka (Private) Limited (with effect from 25 April 2012)
NOTES TO THE FINANCIAL STATEMENTS FOR
THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
84
b) Other related parties with whom the Company had transactions:
Key management
personnel
Mr. Jawahar Lal Goel
Relative of key
management
personnel
Mr. Gaurav Goel
Enterprises
over which key
management
personnel/ their
relatives have
significant influence
Agrani Convergence Limited
ASC Telecommunication Private Limited (formerly known as ASC
Telecommunication Limited)
Asia Today Limited
Churu Trading Company Private Limited
Cyquator Media Services Private Limited/ Essel Business Processes Limited
(referred to as Cyquator) (w.e.f. 1 June 2011)
Dakshin Media Gamming Solutions Private Limited
Diligent Media Corporation Limited
E-City Property Management & Services Private Limited
E-City Bioscope Entertainment Private Limited
Essel Agro Private Limited
Essel Corporate Resources Private Limited
Essel Infraprojects Limited
Essel International Limited
Interactive Finance and Trading Services Private Limited.
ITZ Cash Card Limited
Media Pro Enterprise India Private Limited
PAN India Network Infravest Private Limited
PAN India Network Limited
PAN India Paryatan Private Limited
Procall Private Limited
Rama Associates Limited
Siti Cable Network Limited (formerly known as Wire and Wireless (India)
Limited)
Taj Television India Private Limited
Taj TV Limited
Zee Akash News Private Limited
Zee Entertainment Enterprises Limited
Zee News Limited
Zee Turner Limited
ZEE Telefilms Middle East Fz LLC
NOTES TO THE FINANCIAL STATEMENTS FOR
THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
85
c) Transactions with related parties:
Particulars For the year ended
31 March 2013
For the year ended
31 March 2012
Total
Amount
Amount
for major
parties
Total
Amount
Amount for
major
parties
(i) With key management personnel 82 83
Managerial remuneration 82 83
(ii) Relative of key management personnel 34 16
Remuneration 34 16
(iii) With subsidiary companies
Purchase of goods and services: 33 1,400
Cyquator - 1,398
Digital Network Distribution PTE Limited 33 2
Interest received 8 152
Dish TV Lanka (Private) Limited 8 -
Cyquator - 152
Short-term/Long term loans and advances 89 8,490
Cyquator - 8,490
Dish TV Lanka (Private) Limited 89 -
Refund received against loans, advances
and deposits given
- 2,122
Cyquator - 2,122
Assets and liabilities taken over under
slump sale
Cyquator - 4,373
- Total assets - 5,308
- Total liabilities - 935
Investments 3 #
Digital Network Distribution PTE Limited - #
Dish TV Lanka (Private) Limited 3 -
Collections on behalf of company 9,395 1,420
Digital Network Distribution PTE Limited 9,395 1,420
Remittance received out of collections on
behalf of company
9,851 747
Digital Network Distribution PTE Limited 9,851 747
(iv) With other related parties:
Revenue from operation and other income
(net of taxes)
2,562 1,541
Zee Entertainment Enterprises Limited 1,419 696
Zee News Limited 572 463
Zee Aakash News Private Limited 212 172
Asia Today Limited 147 126
Siti Cable Network Limited 1 64
Other related parties 211 20
NOTES TO THE FINANCIAL STATEMENTS FOR
THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
86
Particulars For the year ended
31 March 2013
For the year ended
31 March 2012
Total
Amount
Amount
for major
parties
Total
Amount
Amount for
major
parties
Purchase of goods and services 36,195 31,300
Zee Turner Limited - 2,400
Zee Entertainment Enterprises Limited 1,933 4,529
ITZ Cash Card Limited 1,575 1,573
Taj Television India Private Limited 4,500 4,070
Cyquator 6,871 4,875
Media Pro Enterprise India Private Limited 20,457 12,921
Other related parties 859 932
Rent paid 326 327
Zee Entertainment Enterprises Limited 288 287
Rama Associates Limited 32 32
Other related parties 6 8
Interest paid 9 4
Essel International Limited 9 4
Interest received 118 178
Essel Agro Private Limited 4 -
ASC Telecommunication Private Limited 113 133
Cyquator - 45
Agrani Convergence Limited 1 -
Sale of investments - 108
Essel Corporate Resources Pvt. Ltd. - 108
Reimbursement of expenses paid 581 351
Zee Entertainment Enterprises Limited 479 335
E-City Bioscope Entertainment Pvt. Ltd. 95 5
Other related parties 8 11
Reimbursement of expenses received 2 3
Siti Cable Network Limited @ 1
Zee Entertainment Enterprises Limited 1 1
Zee News Limited 1 1
Other related parties * ^
Balances written off - 18
PAN India Network Limited - 17
Dakshin Media Gaming Solutions Private
Limited
- 1
Prepaid expenses 4,258 -
Media Pro Enterprise India Private Limited 4,258 -
Short-term borrowings taken - 12,500
Essel International Limited - 12,500
NOTES TO THE FINANCIAL STATEMENTS FOR
THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
87
Particulars For the year ended
31 March 2013
For the year ended
31 March 2012
Total
Amount
Amount
for major
parties
Total
Amount
Amount for
major
parties
Repayment of Short-term borrowings 12,500 -
Essel International Limited 12,500 -
Short-term loans and advances made 4,557 1,429
ITZ Cash Card Limited 362 707
Cyquator 4,120 610
Essel Agro Private Limited 29 101
Other related parties 46 11
Refunds received against short- term loans
and advances
1,048 7,324
ITZ Cash Card Limited 559 821
Cyquator 443 6,489
Other related parties 46 14
# ` 41 (Singapore Dollar 1)
@ ` 20,439
* `15,897
^ ` 14,636
d) Balances at the year end:
Particulars As at 31 March 2013 As at 31 March 2012
Total
Amount
Amount
for major
parties
Total
Amount
Amount for
major
parties
With subsidiary companies:
Investments 3 #
Digital Network Distribution PTE Limited # #
Dish T V Lanka (Private) Limited 3 -
Trade payables - 2
Digital Network Distribution PTE Limited - 2
Interest receivable 8 -
Dish T V Lanka (Private) Limited 8 -
With other related parties:
Short-term loans and advances 13,630 9,376
Essel Agro Private Limited 2,333 2,302
Digital Network Distribution PTE Limited 217 673
ITZ Cash Card Limited 327 523
ASC Telecommunication Private Limited - 1,995
Cyquator 7,560 3,882
Media Pro Enterprise India Private Limited 3,193 -
Other related parties ! 1
NOTES TO THE FINANCIAL STATEMENTS FOR
THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
88
Particulars As at 31 March 2013 As at 31 March 2012
Total
Amount
Amount
for major
parties
Total
Amount
Amount for
major
parties
Long-term loans and advances 1,154 -
Dish TV Lanka (Private) Limited 89 -
Media Pro Enterprise India Private Limited 1,065 -
Short-term borrowings - 12,500
Essel International Limited - 12,500
Trade payables 13,292 4,930
Zee Entertainment Enterprises Limited 502 955
Zee Turner Limited - 1,758
Media Pro Enterprise India Private Limited 12,697 1,780
Other related parties 93 437
Trade receivables 1,371 685
Asia Today Limited 145 96
Zee News Limited 314 200
Zee Entertainment Enterprises Limited 569 44
Dakshin Media Gaming Solution Private Limited 148 148
Siti Cable Network Limited 142 197
Zee Aakash News Private Limited 53 -
Others Related Parties * -
# ` 41 (Singapore Dollar 1)
! ` 18,206
* ` 15,695
e) Guarantees etc. given by related parties in respect of secured loans:
i) As at 31 March 2013, personnel guarantees by key managerial personnel amounting to ` 30,000
lacs (previous year ` 30,000 lacs) and corporate guarantee by Churu Trading Company Private
Limited amounting to `30,000 lacs (previous year ` 30,000 lacs) are outstanding as at the year
end.
ii) As at 31 March 2013, corporate guarantee by Direct Media Distribution Ventures Private Limited
(formerly known as Dhaka Warriors Sports Private Limited) amounting to ` 60,000 lacs (previous
year ` 20,000 lacs) are outstanding at the year end.
iii) As at 31 March 2013, corporate guarantee by Zee Entertainment Enterprises Limited amounting
to ` 4,370 lacs (previous year ` 13,222 lacs).The remaining guarantee is outstanding as at the
year end.
iv) As at 31 March 2013 completion support undertaking from Zee Entertainment Enterprises
Limited for the buyers credit of ` nil (previous year ` 6,432 lacs).
38. Leases
a) Obligation on operating lease:
The Companys significant leasing arrangements are in respect of operating leases taken for offices,
residential premises, transponder, etc. These leases are cancellable operating lease agreements that
are renewable on a periodic basis at the option of both the lessee and the lessor. The initial tenure
of the lease generally is for 11 months to 69 months. The details of assets taken on operating leases
during the year are as under:
NOTES TO THE FINANCIAL STATEMENTS FOR
THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
89
Particulars For the
year ended
31 March 2013
For the
year ended
31 March 2012
Lease rental charges during the year (net of shared cost) 12,904 12,162
Sub-lease payment received (being shared cost) 749 669
b) Assets given under operating lease:
The Company has leased out assets by way of operating lease. The gross book value of such assets at
the end of the year, their accumulated depreciation and depreciation for the year are as given below:
Particulars As at
31 March 2013
As at
31 March 2012
Gross value of assets 329,947 269,175
Accumulated depreciation 197,266 135,502
Net block 132,681 133,673
Depreciation for the year 61,764 49,062
The lease rental income recognised during the year in respect of non cancellable operating leases
and maximum obligations on long term non-cancellable operating lease receivable as per the rentals
stated in the agreements are as follows:
Particulars For the
year ended
31 March 2013
For the
year ended
31 March 2012
Lease rental income recognised during the year 15,965 22,057
Particulars Total future
minimum
lease rentals
receivable as at
31 March 2013
Total future
minimum
lease rentals
receivable as at
31 March 2012
Within one year 8,144 13,827
Later than one year and not later than five years 8,328 8,655
Later than five years - -
39. The Company has been making payment of license fee to the Regulatory Authority considering the present
legal understanding. However, in view of the ongoing dispute, the Company has made provision on a
conservative basis considering the terms and conditions of the License given by the Regulatory Authority.
Provision for regulatory dues (including interest)
Particulars As at
31 March 2013
As at
31 March 2012
Opening provision 48,917 31,974
Add: Created during the year 26,023 22,637
Less: Utilised during the year 9,574 5,694
Closing provision 65,366 48,917
The outflow of economic benefits with regard to the disputed portion would be dependent on the final deci-
sion by the Regulatory Authority. Presently, it has been considered under the Short-term provisions.
NOTES TO THE FINANCIAL STATEMENTS FOR
THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
90
40. Auditors remuneration
Particulars For the
year ended
31 March 2013
For the
year ended
31 March 2012
As auditors
-Statutory audit 25 25
-Limited review of quarterly results 15 15
-Certifications 12 23
In other capacity
-Others 21 -
Reimbursement of expenses 5 3
Total 78 66
41. Earnings per share
Reconciliation of basic and diluted shares used in computing earnings per share
Particulars For the
year ended
31 March 2013
For the
year ended
31 March 2012
Loss for the year attributable to equity shareholders (in ` lacs) 6,575 15,885
Number of shares considered as weighted average shares outstanding
for computing basic earnings per share
1,064,067,536 1,063,307,540
Nominal value per share (in `) 1 1
Basic and diluted loss per share (in`) 0.62 1.49
Since the Company had losses during the current year and previous year, the basic and diluted earnings
per share are the same.
42. Deferred tax assets
Components of deferred tax asset:
Particulars For the
year ended
31 March 2013
For the
year ended
31 March 2012
Deferred tax assets on account of:
- Depreciation 21,921 15,651
- Unabsorbed depreciation and tax losses 31,044 35,610
- Provision for vacation pay and retirement benefit provision 457 347
- Demerger expenses as per section 35DD 6 5
- Provision for doubtful debts and advances 26 38
- Unrealised foreign exchange loss (gain) (878) 1,467
Deferred tax assets 52,576 53,118
Recognised in the financial statements - -
In the absence of virtual certainty of realisation, deferred tax assets have not been recognized.
43. Rights issue
The Company during the financial year ended 31 March 2009 issued 518,149,592 equity shares of `1 each
at a premium of ` 21 per share for cash to the existing equity shareholders on the record date. The terms
of payment were as under:
NOTES TO THE FINANCIAL STATEMENTS FOR
THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
91
Particulars Total
amount
due (per
share)
Towards
face value
(per share)
Towards
securities
premium
(per share)
Total
amount
Due on (from
the date of
allotment, at
the option of
the Company)
Date of making
the Call
(`) (`) (`) (in ` lacs)
On application 6.00 0.50 5.50 31,089 Along with
application
Not applicable
On first call 8.00 0.25 7.75 41,452 After 3 months
but within 9
months
The Board at its
meeting held on 18
June 2009 decided to
make the First Call,
payable on or before
31 July 2009*
On second and
final call
8.00 0.25 7.75 41,452 After 9 months
but within 18
months
The Board at its
meeting held on
22 January 2010
decided to make the
Second and Final Call,
payable on or before
1March2010*
Total 22.00 1.00 21.00 113,993
* Shareholders are entitled to make the call payment after due date with simple interest @ 8% p.a.
Upto the financial year ended 31 March 2013, the Company has received ` 31,089 lacs (previous year `31,089
lacs) towards the application money on 518,149,592 (previous year 518,149,592) equity shares issued
on Rights basis; ` 41,436 lacs (previous year ` 41,399 lacs) towards the first call money on 517,948,978
(previous year 517,489,670) equity shares; and ` 41,434 lacs (previous years ` 41,234 lacs) towards the
second and final call money on 517,926,664 (previous year 515,427,157) equity shares.
The Company has also received ` 29 lacs (previous year ` 282 lacs) towards first call and/ or second and
final call. Pending completion of corporate action, the amount has been recorded as Share call money
pending adjustments under Other long term liabilities.
The utilisation of Rights Issue proceeds have been in accordance with the revised manner of usage of
Rights Issue proceeds, as approved by the Board of Directors of the Company, in their meeting held on 28
May 2009. The utilization of the Rights Issue proceeds as per the revised usage aggregating to `98,959 lacs
(previous year ` 98,673 lacs) is as under. The monitoring agency, IDBI Bank Limited, has issued its report
dated January 18, 2013 on utilization of the Rights Issue proceeds upto 31December 2012.
The details of utilisation of Rights Issue proceeds by the Company, on an overall basis, are as below:
Particulars Upto
31 March 2013
Upto
31 March 2012
Amount utilized
Repayment of loans 28,421 28,421
Repayment of loans, received after right issue launch 24,300 24,300
General corporate purpose/operational expenses 19,693 19,407
Acquisition of Consumer Premises Equipment (CPE) 26,000 26,000
Right issue expenses 545 545
Total money utilised (A) 98,959 98,673
NOTES TO THE FINANCIAL STATEMENTS FOR
THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
92
Particulars Upto
31 March 2013
Upto
31 March 2012
Unutilised amount:-
Deposits with SICOM Limited 15,000 15,000
Balance in current accounts - 49
Total unutilised money (B) 15,000 15,049
Total (A+B) 113,959 113,722
44. Issue of Global Depository Receipts (GDR Issue):
Pursuant to the approvals obtained by the Company and in accordance with the applicable laws including
the Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipts Mechanism)
Scheme, 1993, as amended, the Global Depository Receipt (GDR) Offer of the Company for 117,035 GDRs
opened for subscription on 23 November 2009 at a price of US$854.50 per GDR, each GDR representing
1000 fully paid equity shares. The pricing of the GDR as per the pricing formula prescribed under
Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Mechanism) Scheme,
1993, as amended, was ` 39.80 per fully paid equity share and the relevant date for this purpose was
23November2009.
Upon opening, the GDR issue for USD 100 Million (approx) was fully subscribed and the Company received
USD 1,000 lacs towards the subscription money. Upon receipt of the subscription money, the Issue
Committee of the Board at its meeting held on 30 November 2009, issued and allotted 117,035,000 fully paid
equity shares @ ` 39.80 per fully paid equity share to M/s Deutsche Bank Trust Company Americas (being
the depository) in lieu of the Global Depository Receipts issued. The GDRs are listed at the Luxembourg
Stock Exchange.
During the year, 32,000 Global Depository Receipts were cancelled and converted into 32,000,000 equity
shares of ` 1 each, by the holder and accordingly, the current outstanding GDRs are 85,035, each GDR
representing 1000 fully paid equity shares.
The details of utilisation of GDR proceeds by the Company, on an overall basis, is as below:
Particulars Upto
31 March 2013
Upto
31 March 2012
Amount utilised
Acquisition of fixed assets including CPEs 7,670 7,670
GDR issue expenses 345 345
Advance against share application money given to subsidiaries 56 56
Repayment of bank loan 755 755
Operational expenses including interest payments, bank charges and
exchange fluctuation
21,819 21,065
Total 30,645 29,891
Less: interest earned (440) (440)
Total (A) 30,205 29,451
Unutilised amount lying with:
Balance with bank in fixed deposit in foreign currency 22,266 20,634
Total (B) 22,266 20,634
Total (A+B) 52,471 50,085
NOTES TO THE FINANCIAL STATEMENTS FOR
THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
93
45. Foreign currency transactions
a) In accordance with the Accounting Standard 11 (AS-11) and related notifications, the foreign currency
exchange loss of ` 12,467 lacs has been adjusted (previous year foreign currency exchange loss of
`2,101 lacs) in the value of fixed assets and the foreign currency exchange gain of ` 51 lacs (previous
year foreign currency exchange loss of ` 154 lacs) in the capital work in progress.
b) i) The Company has outstanding forward contracts of US Dollars 70 lacs (previous year US Dollar
126 lacs) at fixed amount of ` 3,879 lacs (`5,652 lacs) which will be settled at a future date. These
derivative contracts are for the repayment of Buyers credit loans.
ii) Foreign currency transactions outstanding as on the balance sheet date that are not hedged by
derivative instruments or otherwise are as under.
(Amount in lacs)
Particulars As at 31 March 2013 As at 31 March 2012
Amount in
USD
Amount in
SGD
Amount in
`
Amount in
USD
Amount in
SGD
Amount in
`
Balances with bank 409 - 22,266 403 - 20,634
Loans given# 2 - 97 - - -
Receivables 4 - 217 13 - 687
Loans and borrowings# 2,548 - 138,591 1,775 - 90,797
Trade Payable 277 - 15,078 100 -* 5,112
* SGD 5,000
# includes interest accrued
46. Supplementary statutory information pursuant to Clause 32 of the Listing Agreement, in respect of loans
and advances given:
Name of the enterprise Balance as at
31 March 2013
Maximum
Outstanding
during the
year 2012-13
Balance as at
31 March 2012
Maximum
Outstanding
during the
year 2011-12
Loans and advances (including
advance against share application
money) to subsidiaries

Dish T V Lanka (Private) Limited 89 89 - -
Cyquator Media Services Private
Limited
- - - 17,087
Loans and advances given to
companies in which directors are
interested
Rama Associate Limited - - - 3
Loans and advances, where there is
no repayment schedule*
Essel Agro Private Limited - - 2,302 2,302
ASC Telecommunication Private
Limited
- - 1,995 1,995
Cyquator Media Services Pvt. Ltd. - - 3,883 10,019
* the Company has repayment schedule with these companies and, accordingly, disclosure requirements
are not applicable.
NOTES TO THE FINANCIAL STATEMENTS FOR
THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
94
47. Contingent liabilities and commitments
a) Contingent liabilities
Particulars As at
31 March 2013
As at
31 March 2012
Claims against the Company not acknowledged as debt 483 483
Income-tax (refer note 47b) 2,652 2,652
Sales tax and Value Added tax 1,046 1,169
Customs duty 795 795
Service tax 5,721 167
Wealth tax 2 1
Entertainment tax (refer note 47c) 1,279 1,244
Legal cases including from customers against the Company Unascertained Unascertained
b) During the year ended 31 March 2011, the Company received a demand notice for income tax and
interest thereon aggregating ` 4,056 lacs in relation to an earlier year. During the previous year, the
assessing authority had reduced the demand to ` 2,642 lacs on the basis of application for rectification
filed by the Company. The Company deposited ` 400 lacs during the previous year; and deposited
additional amount of ` 330 lacs during the year. The matter pertains to alleged short deduction of tax
at source on certain payments and interest thereon for delayed period. The Company has disputed
the issue and has filed an appeal against the above said demand with the tax authorities. During the
current year, the Company had submitted with the tax authorities the requisite supporting documents/
clarification from vendors. The Company, supported by legal view in the matter, is of the view that
outcome of the litigation will not have significant impact on the financial statements.
c) The Company has received notices in various States on applicability of Entertainment Tax, for which
no demands have been received. The Company has contested these notices at various Appellate
Forums/Courts and the matter is subjudice.
d) Commitments
Particulars As at
31 March 2013
As at
31 March 2012
Estimated amount of contracts remaining to be executed on capital
account 48,133 19,343
48. Bank balances include:-
Particulars As at
31 March 2013
As at
31 March 2012
Provided as security to Government authorities 8 7
Held as margin money for bank guarantees 217 178
49. The details of current investments in Mutual funds as on 31 March 2013:
Particulars As at
31 March 2013
As at
31 March 2012
Unquoted at cost
216,621 units of IDBI Liquid Fund growth (previous year nil) 2,707 -
309,388 units of DSP BlackRock Liquidity Fund-Growth
(previous year nil) 5,111 -
Total 7,818 -
NOTES TO THE FINANCIAL STATEMENTS FOR
THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
95
50. The life of the Consumer Premises Equipment (CPE) for the purposes of depreciation has been estimated
by the management as five years. Upto 31 March 2012, in certain cases, the one-time advance contribution
towards the CPEs in the form of rental was being recognized over a period of three years from the activation
date. The implication of this on these financial statements has not been determined presently.
However, such practice, with effect from 1 April 2012, has been changed to five years in respect of CPEs
activated on or after 1 April 2012. There is no significant impact on financial statements for year ended 31
March 2013 on account of change in estimate for revenue recognition.
51. During the financial year 2011-12, the Company migrated from the fixed fee agreement with ESPN Software
India Private Limited (ESPN) to the Reference Interconnect Offer (RIO) based agreement for its content fees.
Upon refusal by the ESPN to the said migration, the Company approached the Telecom Dispute Settlement
Appellate Tribunal (TDSAT). The TDSAT, vide its judgment dated 10 April 2012, allowed the Company to pay
the content fees to ESPN w.e.f. 1 September 2011 on the basis of RIO rates published by ESPN and also
allowed the Company a refund of any amount representing the difference between the amount paid by the
Company as per the fixed fee agreement and the amount payable under the RIO rates w.e.f. 1 September
2011. ESPN filed a Special Leave Petition before the Honble Supreme Court. The Honble Supreme Court,
vide its order dated 17 July 2012 refused to grant interim stay on the order of the Honble TDSAT. The
Company in view of the order of the TDSAT has exercised its right to claim the above refund amount and
adjusted the same from the monthly content fee payable to ESPN.
Further, during the current year, a petition has been filed by the Company against ESPN in TDSAT against
the public notices dated 5 November 2012 and 12 November 2012 issued by them for disconnection of their
channels from Dish TV DTH platform. TDSAT vide its order dated 23 November 2012 has granted an interim
stay on the operation of the said notices and the matter is pending at the TDSAT.
52. Hitherto, the exchange differences arising from foreign currency borrowing to the extent that they are
regarded as an adjustment to interest cost, were treated as borrowing cost in terms of AS 16, Borrowing
Costs. During the year ended 31 March 2013, pursuant to a clarification dated 9 August 2012 from the
MCA, the Company has changed the accounting policy w.e.f. 1 April 2011, to treat the same as foreign
exchange fluctuation, to be accounted as per AS 11 Effects of Changes in Foreign Exchange Rates,
instead of AS 16 Borrowing Costs. This change has resulted into reversal of prior year finance cost of
` 7,068 lacs and consequential increase in depreciation by ` 1,124 lacs during the year ended 31 March
2013. The aforesaid change, resulting in net gain of ` 5,944 lacs, has been shown as an exceptional items
in the financial statements for the year ended 31 March 2013. In this regard, if the Company had followed
the same accounting policy as in the previous year, finance costs for the year would have been higher by
` 5,841 lacs; depreciation expense would have been lower by ` 1,415 lacs and the loss for the year would
have been higher by ` 4,426 lacs.
53. Figures of the previous year have been regrouped / rearranged, wherever considered necessary to conform
to the current years presentation. Significant items in this regard are as under:
a) Foreign exchange gain amounting to ` 1,928 lacs which was classified under Finance costs has been
reclassified under Other income as foreign exchange fluctuation.
b) Other creditors under Other Current liabilities amounting to ` 4,798 lacs have been reclassified in
Sundry creditors under Trade payable.
c) Advance tax which was classified under Short-term loans and advance amounting to ` 1,529 lacs
have been reclassified in Advance tax under Long-term loans and advance.
NOTES TO THE FINANCIAL STATEMENTS FOR
THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
96
d) Advances to vendors, distributors, etc., under Short-term loans and advance amounting to ` 673 lacs
have been reclassified in Loans and advances to related parties under short-term loans and advance
e) Interest income from fixed deposits/margin money amounting to ` 3,047 lacs have been reclassified
in Interest income from long-term investments ` 1,882 lacs and in Interest income from fixed
deposits/ margin money ` 1,165 lacs.
As per our report attached to the balance sheet
For B S R & Co.
Chartered Accountants
Firm Registration No.: 101248W
For and on behalf of the Board of Directors of
Dish TV India Limited
Kaushal Kishore
Partner
Membership No.: 090075
Jawahar Lal Goel
Managing Director
DIN: 00076462
Arun Duggal
Director
DIN: 00024262
Rajeev K. Dalmia
Chief Financial Officer
Ranjit Singh
Company Secretary
Membership No: A15442
Place: Gurgaon
Dated: 23 May 2013
Place: Noida
Dated: 23 May 2013
NOTES TO THE FINANCIAL STATEMENTS FOR
THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
97
INDEPENDENT AUDITORS REPORT
To the Board of Directors of
Dish TV India Limited
1. Report on the Consolidated nancial statements
We have audited the accompanying consolidated
nancial statements of Dish TV India Limited (the
Company) and its subsidiaries, which comprise the
consolidated Balance Sheet as at 31 March 2013,the
consolidated Statement of Prot and Loss and the
consolidated Cash Flow Statement for the year then
ended and a summary of signicant accounting policies
and other explanatory information.
2. Managements Responsibility for the Consolidated
Financial Statements
Management is responsible for the preparation of these
consolidated nancial statements that give a true and fair
view of the consolidated nancial position, consolidated
nancial performance and consolidated cash ows of the
Company in accordance with the accounting principles
generally accepted in India. This responsibility includes
the design, implementation and maintenance of internal
control relevant to the preparation and presentation of the
consolidated nancial statements that give a true and fair
view and are free from material misstatement, whether
due to fraud or error.
3. Auditors Responsibility
Our responsibility is to express an opinion on these
consolidated nancial statements based on our
audit. We conducted our audit in accordance with
the Standards on Auditing issued by the Institute of
Chartered Accountants of India. Those Standards
require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable
assurance about whether the consolidated nancial
statements are free from material misstatement.
An audit involves performing procedures to obtain
audit evidence about the amounts and disclosures in
the consolidated nancial statements. The procedures
selected depend on the auditors judgment, including the
assessment of the risks of material misstatement of the
consolidated nancial statements, whether due to fraud
or error. In making those risk assessments, the auditor
considers internal control relevant to the Companys
preparation and presentation of the consolidated
nancial statements that give a true and fair view in
order to design audit procedures that are appropriate
in the circumstances. An audit also includes evaluating
the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made
by management, as well as evaluating the overall
presentation of the consolidated nancial statements.
We believe that the audit evidence we have obtained
is sufcient and appropriate to provide a basis for our
audit opinion.
4. Basis for Qualied Opinion
The life of the Consumer Premises Equipment (CPE)
for the purposes of depreciation has been estimated
by the management as ve years. However, in certain
cases, the one-time advance contributions towards the
CPEs in the form of rentals are recognized as revenue
over a period of three years, which is not in line with the
estimated life of such assets, in terms of Accounting
Standard 19 Leases, though the impact of which on
the consolidated nancial statements has not been
ascertained by the management. The Company has
streamlined the above practice by recognising the
revenue over a period of ve years in respect of CPEs
installed with effect from 1 April 2012.
This was a subject matter of qualication in our audit
report on the consolidated nancial statements for the
previous year ended 31 March 2012 [also refer to note 33)];
5. Opinion
In our opinion and to the best of our information and
according to the explanations given to us, except for
the effects of the matter described in the Basis for
Qualied Opinion paragraph, the consolidated nancial
statements give the information required by the Act in
the manner so required and give a true and fair view
in conformity with the accounting principles generally
accepted in India:
(a) in the case of the consolidated Balance Sheet, of the
state of affairs of the Company as at 31 March 2013;
(b) in the case of the consolidated Statement of Prot
and Loss, of the loss for the year ended on that
date; and
(c) in the case of the consolidated Cash Flow Statement,
of the cash ows for the year ended on that date.
6. Emphasis of matter
Without qualifying our opinion, attention is invited to
note 2(c) of the consolidated nancial statements. The
Companys net worth as at the end of the nancial year is
completely eroded by its accumulated losses. However,
the management has prepared the consolidated nancial
statements assuming that the Company will continue
as a going concern since it has adequate resources in
the form of operating cash ows and sanctioned credit
facilities from lenders to adequately meet its obligation.
7. Other matters
We did not audit the nancial statements of Dish T V
Lanka (Private) Limited and Dish TV Singapore Pte.
Limited (the subsidiaries). The nancial statements of
these subsidiaries have been audited by other auditors.
The nancial statements of Dish T V Lanka (Private)
Limited (before eliminating intercompany transactions),
incorporated outside India,reects total assets amounting
to ` 68 lacs as at 31 March 2013 and total revenues of
` Nil for the period ended 31 March 2013. The nancial
statements of Dish TV Singapore Pte. Limited(before
eliminating intercompany transactions), incorporated
outside India, reect total assets amounting to Rs. 230
lacs as at 31 March 2013 and total revenues of Rs. 25 lacs
for the year ended 31 March 2013.
The audit reports for the above mentioned subsidiaries
have been furnished to us and our opinion, insofar as
it relates to the amounts included in respect of the
subsidiaries, is based solely upon the reports of the
other auditors.
For B S R & Co.
Chartered Accountants
Firm Registration No: 101248 W
Kaushal Kishore
Partner
Membership No: 090075
Place : Gurgaon
Date : 23 May 2013
98
CONSOLIDATED BALANCE SHEET AS AT
31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
As per our report attached
For B S R & Co.
Chartered Accountants
Firm Registration No.: 101248W
For and on behalf of the Board of Directors of
Dish TV India Limited
Kaushal Kishore
Partner
Membership No.: 090075
Jawahar Lal Goel
Managing Director
DIN: 00076462
Arun Duggal
Director
DIN: 00024262
Rajeev K. Dalmia
Chief Financial Officer
Ranjit Singh
Company Secretary
Membership No: A15442
Place: Gurgaon
Dated: 23 May 2013
Place: Noida
Dated: 23 May 2013
Note no. As at
31 March 2013
As at
31 March 2012
EQUITY AND LIABILITIES
Shareholders funds
(a) Share capital 3 10,648 10,636
(b) Reserves and surplus 4 (26,206) (20,022)
(15,558) (9,386)
Non-current liabilities
(a) Long-term borrowings 5 84,602 101,935
(b) Other long term liabilities 6 15,042 17,984
(c) Long-term provisions 7 1,274 1,052
100,918 120,971
Current liabilities
(a) Short-term borrowings 8 3,000 19,500
(b) Trade payables 9 21,380 12,749
(c) Other current liabilities 10 140,266 70,629
(d) Short-term provisions 11 65,470 48,935
230,116 151,813
Total 315,476 263,398
ASSETS
Non-current assets
(a) Fixed assets
(i) Tangible assets 12.1 142,734 141,602
(ii) Intangible assets 12.2 667 433
(iii) Capital work-in-progress 65,352 38,841
208,753 180,876
(b) Non-current investments 13 - 15,000
(c) Long-term loans and advances 14 6,462 3,480
(d) Other non-current assets 15 970 695
7,432 19,175
Current assets
(a) Current investments 16 27,818 -
(b) Inventories 17 861 688
(c) Trade receivables 18 3,036 2,861
(d) Cash and bank balances 19 36,449 39,189
(e) Short-term loans and advances 20 30,598 19,781
(f) Other current assets 21 529 828
99,291 63,347
Total 315,476 263,398
Significant accounting policies 2
The accompanying notes (1 to 48) form an integral part of the financial statements.
99
CONSOLIDATED STATEMENT OF PROFIT AND
LOSS FOR THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
For B S R & Co.
Chartered Accountants
Firm Registration No.: 101248W
For and on behalf of the Board of Directors of
Dish TV India Limited
Kaushal Kishore
Partner
Membership No.: 090075
Jawahar Lal Goel
Managing Director
DIN: 00076462
Arun Duggal
Director
DIN: 00024262
Rajeev K. Dalmia
Chief Financial Officer
Ranjit Singh
Company Secretary
Membership No: A15442
Place: Gurgaon
Dated: 23 May 2013
Place: Noida
Dated: 23 May 2013
Note no. For the
period ended
31 March 2013
For the
year ended
31 March 2012
Income
Revenue from operations 22 216,680 195,793
Other income 23 5,114 8,999
Total revenue 221,794 204,792
Expenses
Purchases of stock-in-trade 920 737
Changes in inventories of stock-in-trade 24 (173) (244)
Operating expenses 25 110,807 99,715
Employee benefits expense 26 8,217 7,481
Selling and distribution expenses 27 30,364 28,451
Finance costs 28 12,842 19,727
Depreciation and amortization expense 12.1 and 12.2 62,758 52,185
Other expenses 29 8,603 10,054
Total expenses 234,338 218,106
Loss before tax and exceptional items 12,544 13,314

Exceptional items (refer to note 47) 5,944 -
Loss before tax after exceptional items 6,600 13,314
Tax expense 1 -
Loss after tax 6,601 13,314
Less: loss attributable to minority (1) -
Loss for the year 6,600 13,314
Basic and diluted loss per equity share (in `) 40 0.62 1.25
(Face value of ` 1 each)
Significant accounting policies 2
The accompanying notes (1 to 48) form an integral part of the financial statements.
As per our report attached to the consolidated balance sheet.
100
CONSOLIDATED CASH FLOW STATEMENT FOR
THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
For the
year ended
31 March 2013
For the
year ended
31 March 2012
A. Cash flows from operating activities
Net loss before tax (6,600) (13,314)
Adjustments for :
Depreciation and amortization expense 63,882 52,185
Loss on sale/ discard of fixed assets and capital work-in-progress 809 3,223
Profit on sale of subsidiary - (3,225)
Profit on redemption of units of mutual funds (non trade, current) (412) (75)
Foreign exchange fluctuation (net) (8,739) 4,503
Amount written back - (13)
Miscellaneous income - (2)
Interest expense 11,018 11,071
Interest income (3,451) (3,626)
Operating profit before following adjustments 56,507 50,727
(Increase) in inventories (173) (244)
(Increase) in trade receivables (175) (599)
(Increase) in long-term loans and advances (2,151) (154)
(Increase)/ decrease in short term loans and advances and other
current assets (12,316) 1,005
(Decrease) in other long-term liabilities and provisions (2,467) (2,306)
Increase/(decrease) in trade payables, other short-term liabilities 22,542 (7,472)
Cash generated from operations 61,767 40,957
Income taxes (paid)/ received (net) (822) 157
Net cash flow from operating activities 60,945 41,114
B. Cash flows from investing activities
Purchases of fixed assets (including capital work in progress and
capital advances) (69,825) (65,593)
Proceeds from sale of fixed assets 21 5,211
Purchases of investments (90,500) (34,300)
Proceeds from sale of investments 78,094 39,375
Sale of investment in subsidiary - 108
Loans given to body corporates - (11)
Refund of loans given to body corporates 1,795 11
Movements in fixed deposits having maturity of more than 3 months (1,695) 1,694
Interest received 3,422 3,489
Net cash flow used in investing activities (78,688) (50,016)
101
CONSOLIDATED CASH FLOW STATEMENT FOR
THE YEAR ENDED 31 MARCH 2013 (CONTD.)
(All amounts in ` lacs, unless stated otherwise)
For the
year ended
31 March 2013
For the
year ended
31 March 2012
C. Cash flows from financing activities
Interest paid (6,909) (7,836)
Proceeds from issue of capital / call money received 428 228
Advance call money on shares (253) (7)
Proceeds from long term borrowings (excluding vehicle loans) 50,712 45,576
Repayments of long term borrowings (excluding vehicle loans) (15,257) (43,247)
Repayments of vehicle loans (6) (8)
Proceeds/ (repayments) from short term borrowings (16,500) 19,532
Net cash flow from financing activities 12,215 14,238
D. Effect of exchange difference on translation of foreign currency
cash and cash equivalents ## 45 0
Net cash flows [increase/(decrease)] during the year (A+B+C+D) (5,483) 5,336
Decrease in cash and cash equivalents on disposal of subsidiary - (155)
Cash and cash equivalents at beginning of the year (refer to note 19) 16,916 11,735
Cash and cash equivalents at end of the year (refer to note 19) # 11,433 16,916
Cash and cash equivalents at the end of the year comprises of :
Cash on hand 2 1
Balance with scheduled banks :
- in current account # 11,276 4,314
- deposits with maturity of upto 3 months 52 48
Cheques, drafts on hand 103 12,553
Total cash and cash equivalents 11,433 16,916
# include ` 29 lacs (previous year ` 338 lacs) in share call money accounts in respect of rights issue.
## represent ` 3708 as on 31 March 2012.
The above cash flow statement has been prepared under the Indirect method set out in Accounting Standard 3
Cash Flow Statements.
Significant accounting policies 2
The accompanying notes (1 to 48) form an integral part of the financial statements.
As per our report attached to the consolidated balance sheet.
For B S R & Co.
Chartered Accountants
Firm Registration No.: 101248W
For and on behalf of the Board of Directors of
Dish TV India Limited
Kaushal Kishore
Partner
Membership No.: 090075
Jawahar Lal Goel
Managing Director
DIN: 00076462
Arun Duggal
Director
DIN: 00024262
Rajeev K. Dalmia
Chief Financial Officer
Ranjit Singh
Company Secretary
Membership No: A15442
Place: Gurgaon
Dated: 23 May 2013
Place: Noida
Dated: 23 May 2013
102
1. Background
Dish TV India Limited (Dish TV or the Company or the parent company) and its subsidiaries [refer
to note 2(d) (iii) below], together referred as the Group, is engaged in the business of Direct to Home
(DTH) and Teleport services. The DTH services are rendered to the customer through Consumer Premise
Equipment (CPE), used for receiving and broadcasting DTH signals to the subscriber.
2. Significant accounting policies
a) Basis of preparation of consolidated financial statements
The consolidated financial statements are prepared under the historical cost convention, on accrual basis
of accounting, in accordance with the Generally Accepted Accounting Principles (GAAP) in India and
comply with the mandatory Accounting Standards as notified by the Companies (Accounting Standards)
Rules, 2006, to the extent applicable, and the presentational requirements of the Companies Act, 1956.
b) Current/ Non-current classification
All assets and liabilities are classified as current and non-current.
Assets
An asset is classified as current when it satisfies any of the following criteria:
i) it is expected to be realized in, or is intended for sale or consumption in, the Groups normal
operating cycle;
ii) it is held primarily for the purpose of being traded;
iii) it is expected to be realized within 12 months after the reporting date; or
iv) it is cash or cash equivalent unless it is restricted from being exchanged or used to settle a
liability for at least 12 months after the reporting date.
Current assets include the current portion of non-current financial assets.
All other assets are classified as non-current.
Liabilities
A liability is classified as current when it satisfies any of the following criteria:
i) it is expected to be settled in the Groups normal operating cycle;
ii) it is held primarily for the purpose of being traded;
iii) it is due to be settled within 12 months after the reporting date; or
iv) the Group does not have an unconditional right to defer settlement of the liability for at least 12
months after the reporting date.
Current liabilities include current portion of non-current financial liabilities.
All other liabilities are classified as non-current.
Operating cycle
Operating cycle is the time between the acquisition of assets for processing and their realization in
cash or cash equivalents.
c) Going concern
The management believes that it is appropriate to prepare these financial statements on a going
concern basis, for the following reasons:-
i) The Company holds a DTH license from Government of India which is valid till 30 September
2013 and the process of renewal of the same has been initiated. The Group is of the view that the
license would certainly be renewed considering the involvement of interest of public at large.
ii) The DTH business necessitates long gestation period. Being first mover, the Group has incurred
huge cost on establishment and on awareness of the product, brand building on a pan India
basis, the benefits of which will accrue in the future years.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
103
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
iii) The management is fully seized of the matter and is of the view that going concern assumption
holds true and that the Group will be able to discharge its liabilities in the normal course of
business since the Group holds sanctioned loan facilities from banks and would meet the debt
obligations on due dates.
iv) The Group has positive operating cash flows.
Accordingly, the consolidated financial statements do not require any adjustment as to the
balances carried in the balance sheet.
d) Principles of consolidation
i) The consolidated financial statements relate to the parent company and its subsidiaries. The
consolidated financial statements have been prepared in accordance with the principles and
procedures for the preparation and presentation as laid down under Accounting Standard 21
on Consolidated Financial Statements as specified in the Companies (Accounting Standards)
Rules, 2006.
ii) The consolidated financial statements have been prepared on the following basis:
a. The consolidated financial statements of the Company and its subsidiaries have been
combined on a line by line basis by adding together the book values of all items of
assets, liabilities, incomes and expenses after eliminating inter-company transactions in
accordance with the Accounting Standard 21 on Consolidated Financial Statements.
b. The consolidated financial statements have been prepared by using uniform accounting
policies for significant transactions.
c. The excess/ shortfall of cost to the parent company, on the date of acquisition of its
investment in subsidiaries over its portion of equity, as the case may be, is recognised in the
consolidated financial statements as goodwill/ capital reserve.
iii) The companies considered in the consolidated financial statements are:
Name of the company Country of
incorporation
% shareholding
as at
31 March 2013
% shareholding
as at
31 March 2012
Dish TV Singapore Pte. Limited
$
Singapore 100 100
Dish T V Lanka (Private) Limited
1
Sri Lanka 70 -
During current year:

$
The name of Dish TV Singapore Pte Limited was changed to Digital Network Distribution Pte
Limited on 12 March 2013. The Company entered into a Share Purchase Agreement dated 19
March 2013 with a party for transfer of its investment at an agreed price of Singapore Dollar
12,000 and on 1 April 2013 share holding in Digital Network Distribution Pte Limited was
transferred to other party. Accordingly, consolidated financial statements include the financials
of the subsidiary.

1
Dish T V Lanka (Private) Limited, a Joint Venture (JV) Company, was incorporated on 25 April
2012 under the laws of Sri Lanka. Dish TV India Ltd holds 70% share capital in the JV company
with Satnet (Private) Limited, a company duly incorporated and having a DTH License in Sri
Lanka, holding 30% of the share capital. The said JV Company shall engage in providing DTH
related services in Sri Lanka.
During the previous year:
To enhance the focus of the Group on core Direct to Home (DTH) operations and to capitalize
the growth prospects of DTH industry, the Group divested its entire investment in Integrated
Subscriber Management Services Limited (ISMSL) on 31 May 2011. Accordingly, the Consolidated
Statement of Profit and Loss and Consolidated Cash Flow Statement include results and cash
flows relating to ISMSL for the period 1 April 2011 to 31 May 2011. The Consolidated Balance
104
Sheet as at 31 March 2012 does not include balances of assets and liabilities of ISMSL, due to its
disposal on 31 May 2011.
e) Use of estimates
The preparation of consolidated financial statements in conformity with the GAAP in India requires
management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and the disclosure of contingent liabilities on the date of the consolidated financial
statements. Actual results could differ from those estimates. Examples of such estimates include
estimated useful life of fixed assets, classification of assets/liabilities as current or non-current
in certain circumstances, estimate of future obligations under employee retirement benefits, etc.
Differences between the actual results and estimates are recognised in the year in which such results
are known/ materialized. Any revision to accounting estimates is recognised in accordance with the
requirements of the respective Accounting Standards, generally prospectively, in the current and
future periods.
f) Fixed assets
Tangible assets:
Fixed assets are recorded at the cost of acquisition, net of Cenvat credit, including all incidental
expenses attributable to the acquisition and installation of assets, upto the date when the assets are
ready for use.
CPEs are capitalized on activation of the same.
Intangible assets:
Intangible assets are recognised if it is probable that the future economic benefits that are attributable
to the asset will flow to the Group and the cost of the asset can be measured reliably. These assets
are valued at cost which comprises the purchase price and any directly attributable expenditure on
making the asset ready for its intended use.
License fees paid, including fee paid for acquiring license to operate DTH services, is capitalized as
intangible asset.
Cost of computer software includes license fees, cost of implementation and appropriate system
integration expenses. These costs are capitalized as intangible assets in the year in which related
software is implemented.
g) Depreciation/ amortisation
Tangible assets:
Depreciation on tangible fixed assets, except CPEs, is provided on the straight-line method at the
rates specified in Schedule XIV of the Companies Act, 1956. CPEs are depreciated over their useful life
of five years, as estimated by the management [also refer to note 33].CPEs that remain inactive for a
specified long period of time, determined based on past experience, are depreciated on accelerated
basis. Corresponding lease advances in such cases are recognised as income.
Leasehold improvements are amortised over the period of lease or their useful lives, whichever is
shorter.
Aircraft is depreciated over the estimated useful life of ten years.
Assets individually costing upto ` 5,000 are fully depreciated in the year of purchase, wherever
necessary in terms of Schedule XIV to the Companies Act, 1956.
Intangible assets:
Goodwill on acquisition is amortised over a period of five years.
DTH license fee is amortized over the period of license and other license fees are amortized over the
management estimate of useful life of five years.
Software are amortised on straight line method over an estimated life.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
105
h) Impairment
The carrying amounts of the Groups assets (including goodwill) are reviewed at each balance sheet
date in accordance with Accounting Standard 28 Impairment of Assets, to determine whether
there is any indication of impairment. If any such indication exists, the assets recoverable amount
is estimated as higher of its net selling price and value in use. An impairment loss is recognized
whenever the carrying amount of an asset or its cash generating unit exceeds its recoverable amount.
Impairment losses are recognised in the Consolidated Statement of Profit and Loss.
An impairment loss is reversed if there has been a change in the estimates used to determine the
recoverable amount. An impairment loss is reversed only to the extent that the assets carrying
amount does not exceed the carrying amount that would have been determined net of depreciation or
amortisation, had no impairment loss been recognised.
i) Inventories
Inventories of CPE related accessories and spares are valued at the lower of cost and net realisable
value. Cost of inventories includes all costs incurred in bringing the inventories to their present
location and condition. Cost is determined on a weighted average basis.
j) Revenue recognition
i) Service income:
- Subscription and other service revenues are recognized on an accrual basis on rendering of
the service.
- Lease rental is recognized as revenue as per the terms of the contract of operating lease
over the period of lease on a straight line basis.
ii) Sale of goods:
- Revenue from sale of stock -in- trade is recognised when the products are dispatched
against orders to the customers in accordance with the contract terms, which coincides
with the transfer of risks and rewards
- Sales are stated net of rebates, trade discounts, sales tax and sales returns.
iii) Interest income:
Income from deployment of surplus funds is recognised using the time proportion method,
based on interest rates implicit in the transaction.
k) Foreign currency transactions and forward contracts
Foreign currency transactions
i) Foreign currency transactions are accounted for at the exchange rate prevailing on the date
of the transaction. All monetary foreign currency assets and liabilities are converted at the
exchange rates prevailing at the date of the balance sheet. All exchange differences, other than
in relation to acquisition of fixed assets and other long term foreign currency monetary liabilities
are dealt with in the Consolidated Statement of Profit and Loss.
ii) In accordance with Accounting Standard-11, Accounting for the Effects of Changes in Foreign
Exchange Rates, exchange differences arising in respect of long term foreign currency monetary
items used for acquisition of depreciable capital asset, are added to or deducted from the cost of
asset and are depreciated over the balance useful life of asset.
iii) The premium or discount arising on entering into a forward exchange contract for hedging
underlying assets and liabilities is measured by the difference between the exchange rate at
the date of the inception of the forward exchange contract and the forward rate specified in the
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
106
contract and is amortised as expense or income over the life of the contract. Exchange difference
on a forward exchange contract is the difference between:
- the foreign currency amount of the contract translated at the exchange rate at the reporting
date, or the settlement date where the transaction is settled during the reporting period,
and;
- the same foreign currency amount translated at the latter of the date of inception of the
forward exchange contract and the last reporting date.
These exchange differences are recognised in the Consolidated Statement of Profit and Loss in
the reporting period in which the exchange rates change.
iv) Derivatives
The Group enters into derivative transactions for hedging purposes. In respect of interest rate
swaps, which are not covered by Accounting Standard-11 The Effects of Changes in Foreign
Exchange Rates, such contracts are marked to market and provision for net loss, if any, is
recognised in the Consolidated Statement of Profit and Loss. Resultant gains, if any, on account
of mark to market are ignored. The Group does not hold or issue derivative financial instruments
for trading or speculative purposes.
l) Investments
Long-term investments, including their current portion, are carried at cost less diminution, other
than temporary in value. Current investments are carried at the lower of cost and fair value which is
computed category wise.
m) Employee benefits
i) Short-term employee benefits
All employee benefits payable wholly within twelve months of rendering the service are classified
as short-term employee benefits. Benefits such as salaries, wages, and bonus, etc., are
recognised in the Consolidated Statement of Profit and Loss in the period in which the employee
renders the related service.
ii) Post employment benefit
Defined contribution plan
The Group deposits the contributions for provident fund to the appropriate government authorities
and these contributions are recognised in the Consolidated Statement of Profit and Loss in the
financial year to which they relate.
Defined benefit plan
The Groups gratuity scheme is a defined benefit plan. The present value of the obligation under
such defined benefit plan is determined based on actuarial valuation carried out at the end of the
year by an independent actuary, using the Projected Unit Credit Method, which recognises each
period of service as giving rise to additional unit of employee benefit entitlement and measures
each unit separately to build up the final obligation. The obligation is measured at the present
value of the estimated future cash flows. The discount rates used for determining the present
value of the obligation under defined benefit plans, is based on the market yields on Government
Securities for relevant maturity. Actuarial gains and losses are recognized immediately in the
Consolidated Statement of Profit and Loss.
iii) Other long term employee benefits
Benefits under the Groups leave encashment constitute other long-term employee benefits. The
liability in respect of vacation pay is provided on the basis of an actuarial valuation done by an
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
107
independent actuary at the year end. Actuarial gains and losses are recognised immediately in
the Consolidated Statement of Profit and Loss.
n) Employee stock option scheme
The Group calculates the compensation cost based on the intrinsic value method wherein the excess
of value of underlying equity shares as on the date of the grant of options over the exercise price of the
options given to employees under the employee stock option schemes of the Group, is recognised as
deferred stock compensation cost and amortised over the vesting period on a graded vesting basis.
o) Leases
Operating lease
Leases where the lessor effectively retains substantially all the risks and benefits of ownership of
the leased asset are classified as operating leases. Operating lease charges are recognised as an
expense in the Consolidated Statement of Profit and Loss on a straight line basis.
p) Earnings per share
Basic earning/loss per share are calculated by dividing the net profit or loss for the period attributable
to equity shareholders by the weighted average number of equity shares outstanding during the year.
For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable
to equity shareholders and the weighted average number of shares outstanding during the year are
adjusted for the effects of all dilutive potential equity shares.
q) Taxation
Income tax expense comprises current tax and deferred tax charge or credit. Current tax provision is
made based on the tax liability computed after considering tax allowances and exemptions under the
Income tax Act, 1961. The deferred tax charge or credit and the corresponding deferred tax liability
and assets are recognised using the tax rates that have been enacted or substantively enacted on the
balance sheet date.
In case of unabsorbed depreciation or carry forward losses, deferred tax assets are recognised only if
there is virtual certainty of realisation of such amounts. In other cases, other deferred tax assets are
recognised only to the extent there is reasonable certainty of realisation in future. Deferred tax assets
are reviewed at each balance sheet date to reassess their realisability and are written down or written
up to reflect the amount that is reasonably/ virtually certain, as the case may be.
r) Provisions and contingent liabilities
The Group recognises a provision when there is a present obligation as a result of a past event and
it is more likely than not that there will be an outflow of resources embodying economic benefits to
settle such obligations and the amount of such obligation can be reliably estimated. Provisions are not
discounted to their present value and are determined based on the managements estimation of the
outflow required to settle the obligation at the balance sheet date. These are reviewed at each balance
sheet date and adjusted to reflect current management estimates.
Contingent liabilities are disclosed in respect of possible obligations that have arisen from past events
and the existence of which will be confirmed only by the occurrence or non-occurrence of future
events, not wholly within the control of the Group. Contingent liabilities are also disclosed for the
present obligations that have arisen from past events in respect of which it is not probable that there
will be an outflow of resources or a reliable estimate of the amount of obligation cannot be made.
When there is an obligation in respect of which the likelihood of outflow of resources is remote, no
provision or disclosure is made.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
108
3. Share capital
As at
31 March 2013
As at
31 March 2012
Authorised
1,500,000,000 (previous year 1,350,000,000) equity shares of ` 1 each 15,000 13,500
Issued, subscribed and fully paid-up
1,064,662,247 (previous year 1,061,701,440) equity shares of ` 1 each,
fully paid up 10,647 10,617
Issued, subscribed, but not fully paid-up
222,928 (previous year 2,722,435) equity shares of ` 1 each, fully called
up (Footnote b) 2 27
Less: calls in arrears (other than from directors/ officers) (1) (8)
10,648 10,636
Footnotes:
a) Reconciliation of the number of shares outstanding at the beginning and
at the end of the year
Shares at the beginning of the year 1,064,423,875 1,063,976,535
Add: Further issued during the year under Employees Stock Option Plan 461,300 447,340
Shares at the end of the year 1,064,885,175 1,064,423,875
b) 22,314 (previous year 2,062,513 ) equity shares of ` 1 each, ` 0.75 paid up
200,614 (previous year 659,922 ) equity shares of ` 1 each, ` 0.50 paid up.
c) The Company has only one class of equity shares, having a par value of `1 per share. Each shareholder is
eligible to one vote per fully paid equity share held (i.e. in proportion to the paid up shares in equity capital).
The dividend proposed, if any, by the Board of Directors is subject to approval of shareholders in the ensuing
Annual General Meeting, except in case of interim dividend. The repayment of equity share capital in the
event of liquidation and buy back of shares are possible subject to prevalent regulations. In the event of
liquidation, normally the equity shareholders are eligible to receive the remaining assets of the Company
after distribution of all preferential amounts, in proportion to their shareholding.
As at
31 March 2013
As at
31 March 2012
d) Shares held by ultimate holding company/holding company
Equity shares of ` 1 each, fully paid up by - 637,212,260
Direct Media Distribution Ventures Private Limited (formerly known as
Dhaka Warriors Sports Private Limited) * - 59.86%
* 481,786,397 number of equity shares comprising of 45.24% holding in the Company as at 31 March 2013
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
109
e) Details of shareholders holding more than 5% shares of the Company
As at 31 March 2013 As at 31 March 2012
Name Number of
shares
% holding in
the Company
Number of
shares
% holding in
the Company
Direct Media Distribution Ventures
Private Limited (formerly known
as Dhaka Warriors Sports Private
Limited) 481,786,397 45.24% 637,212,260 59.86%
Deutsche Bank Trust Company
Americas [footnote f(iii)] 85,035,000 7.99% 117,035,000 11.00%
Direct Media Solutions Private
Limited 155,425,863 14.60% - -
f) Issued, subscribed and fully paid up shares include:
i) 249,300,890 (previous year 249,300,890) equity shares of ` 1 each fully paid up, allotted for consideration
other than cash pursuant to the Scheme of Arrangement made effective from 1 April, 2006.
ii) 1,477,780 (previous year 1,016,480) equity shares of ` 1 each, fully paid up, issued to the employees,
under Employee Stock Option Plan, i.e., ESOP 2007.
iii) 85,035,000 (previous year 117,035,000) equity shares of ` 1 each, fully paid up, for underlying 85,035
nos. (previous year 117,035 nos.) Global Depository Receipts (GDR). Each GDR represents 1,000 Equity
Shares of ` 1 each.
g) 4,282,228 (previous year 4,282,228) equity shares of ` 1 each are reserved for issue under Employee Stock
Option Plan 2007. (refer to note 34 for terms and amount etc.)
4 . Reserves and surplus
As at
31 March 2013
As at
31 March 2012
Securities premium account
Opening balance 153,362 153,140
Add: received during the year 416 222
Closing balance 153,778 153,362
General reserves
Opening balance 1,849 1,849
Closing balance 1,849 1,849
Deficit in the Statement of Profit and Loss
Opening balance (175,233) (161,919)
Less: Loss for the year (6,600) (13,314)
Closing balance (181,833) (175,233)
(26,206) (20,022)
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
110
5 . Long-term borrowings
As at
31 March
2013
As at
31 March
2012
As at
31 March
2013
As at
31 March
2012
Non current Current maturities
Secured loans:
From banks
Term loans 11,590 16,192 7,102 7,727
Buyers credits 73,012 85,741 68,591 10,861
Vehicle loans * - 0 - 2
From other parties
Vehicle loans - 2 2 3
84,602 101,935 75,695 18,593
Less: amount disclosed under the head
Other current liabilities (refer to note 10) - - 75,695 18,593
84,602 101,935 - -
* ` 46,531 as on 31 March 2012
Footnotes:
Nature of security Terms of repayment
a) Term loans
i) Term loans of ` 16,192 lacs (previous year `22,669
lacs) are under syndicate Rupee Loan Facility and
are secured by the creation of a first ranking
charge by way of mortgage in favor of a security
trustee over all the immoveable assets, present
and future, a charge by way of hypothecation over
(a) all the moveable assets, present and future; (b)
the balances lying in and to the credit of certain
accounts and the proceeds of any investments
made out of the said balances; and (c) all the
rights, title and interest in various contracts,
authorizations, approvals and licenses, including
the DTH license (to the extent that it is capable of
being charged or assigned) and insurance policies.
Further, an amount equal to three months payment
of principal and interest on the outstanding facility
is guaranteed by Zee Entertainment Enterprises
Limited, a related party [refer to note 37 e)].
Repayable in quarterly installments
a) Loan amounting to ` 4,688 lacs as on reporting
date is payable in ten quarterly installments
alongwith monthly interest at bank base rate plus
2.25 % per annum.
b) Loan amounting to ` 5,986 lacs as on reporting
date is payable in ten quarterly installments
alongwith monthly interest at bank base rate
plus 1.50 % per annum.
c) Loan amounting to ` 3,125 lacs as on reporting
date is payable in ten quarterly installments
alongwith monthly interest at bank base rate plus
2.30 % per annum.
d) Loan amounting to ` 2,393 lacs as on reporting
date is payable in ten quarterly installments
alongwith monthly interest at 12.75% per annum.
ii) Term loan of ` nil (previous year ` 1,250 lacs) is
secured by subservient charge on all assets (both
present and future).
Further, unconditional and irrevocable Corporate
Guarantee of Zee Entertainment Enterprises
Limited, a related party [refer to note 37 e)].
Loan has been repaid during the year.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
111
iii) Term loan of ` 2,500 lacs (previous year ` nil)
is secured by (a) first pari-passu charges on
consumer premises equipment (CPE), (both
present and future), of the Company; (b) first pari-
passu charges on all current assets including stock
of raw materials, semi finished and finished goods,
consumable stores and spares and such other
movable including book debts, bills, outstanding
monies receivables (both present and future);
(c) first pari-passu charges on all movable and
immovable fixed assets, (both present and future);
(d) assignment of insurance policies pertaining to
CPE charged, current assets and movable fixed
assets, of the Company. Further, a corporate
guarantee is given by Direct Media Distribution
Ventures Private Limited (formerly known as Dhaka
Warriors Sports Private Limited), a related party in
respect of this loan [refer to note 37 e)].
Loan amounting to ` 2,500 lacs as on reporting date
is payable in eight quarterly installments after a
moratorium period of 12 months from the date of
first disbursement alongwith monthly interest at
bank base rate plus 2.25 % per annum.
b) Buyers credits
i) Buyers credit of ` 42,743 lacs (previous year
`33,280 lacs) is secured by pari passu first charge
on the movable and immovable fixed assets
and current assets of the Company. Further, a
corporate guarantee is given by Direct Media
Distribution Ventures Private Limited (formerly
known as Dhaka Warriors Sports Private Limited),
a related party [refer to note 37 e)].
Buyers credit comprises of several loan transactions
ranging between 1.75 to 3 years of maturities.
Each transaction is repayable in full on maturity
dates falling between December 2015 (being the
farthest) and September 2013 (being the closest).
Interest on all Buyers Credit is payable in half yearly
installments ranging from Libor plus 45 bps to Libor
plus 240 bps.
ii) Buyers credit of ` 21,299 lacs (previous year
`20,033 lacs) is secured by first ranking pari passu
charge on all present and future tangible movable/
immovable and current assets of the Company
including proceeds account; exclusive charge
on reserve account; assignment of rights, titles
and interest of the Company in all the contracts,
authorisations, approvals, and licenses (to the
extent the same are capable of being assigned);
and assignment of all insurance policies.
Buyers credit comprises of several loan
transactions ranging between 2.5 to 3 years of
maturities. Each transaction is repayable in full on
maturity dates falling between April 2014 (being
the farthest) and June 2013 (being the closest).
Interest on all Buyers Credit is payable in half yearly
installments at Libor plus 200 bps.
iii) Buyers credit of ` 49,915 lacs (previous year
`36,857 lacs) is secured by first pari passu charge
on all present and future moveable and immovable
assets, including but not limited to inventory of
set-top-boxes and accessories etc., book debts,
operating cash flows, receivables, commissions,
revenue of whatever nature and wherever arising,
present and future, and on all intangibles assets
including but not limited to goodwill and uncalled
capital, present and future, of the Company.
Further, a corporate guarantee is given by Churu
Trading Company Private Limited and Jayneer
Capital Private Limited and a personal guarantee
by key managerial personnel in respect of this
loan. [refer to note 37 e)].
Buyers credit comprises of several loan transactions
ranging between 1.75 to 3 years of maturities.
Each transaction is repayable in full on maturity
dates, falling between November 2015 (being
the farthest) and August 2013 (being the closest).
Interest on ` 33,064 lacs buyers credit is
payable in half yearly installments ranging
from Libor plus 45 bps to Libor plus 350 bps.
Interest on ` 16,851 lacs buyers credit is payable in
yearly installments ranging from Libor plus 157 bps
to Libor plus 165 bps.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
112
iv) Buyers credit of ` nil (previous year ` 6,432 lacs)
is secured by an exclusive charge on consumer
premises equipment (CPE) imported under this
facility, a charge on Reserves Account, which
shall have minimum balance equal to Minimum
Reserve Amount, the assignment of insurance
policies pertaining to the CPE charged, if any,
and completion support undertaking from Zee
Entertainment Enterprises Limited, a related
party [refer to note 37 e)] .
Loan has been repaid during the current year.
v) Buyers credit of ` 16,316 lacs (previous year
` nil) is secured by (a) first pari passu charge
on consumer premises equipment (CPE) (both
present and future); (b) first pari passu charges
by way of hypothecation on the Companys entire
current assets which would include stocks
of raw materials, semi finished and finished
good, consumable stores and spares and such
other movables, including books debts, bills,
outstanding monies receivables (both present and
future) in a form and manner satisfactory to the
bank; (c) first pari passu charge on all movable
fixed assets of the Company; (d) assignment of
insurance policies pertaining to CPE charged,
current assets and movable fixed assets.
Buyers credit comprises of several loan
transactions ranging between 1.75 to 3 years of
maturities. Each transaction is repayable in full on
maturity dates, falling between January 2016 (being
the farthest) and April 2014 (being the closest).
Interest on all buyers credit is payable in half yearly
installments ranging from Libor plus 165 bps to
Libor plus 250 bps.
vi) Buyers credit of ` 11,330 lacs (previous year
` nil) secured by (a) first pari-passu charges
on consumer premises equipment (CPE) (both
present and future); (b) first pari-passu charges
on all current assets including stock of raw
materials, semi finished and finished goods,
consumable stores and spares and such other
movable including book debts, bills, outstanding
monies receivables (both present and future);
(c) first pari-passu charges on all movable and
immovable fixed assets (both present and future);
(d) assignment of insurance policies pertaining to
CPE charged, current assets and movable fixed
assets. Further, a corporate guarantee is given
by Direct Media Distribution Ventures Private
Limited (formerly known as Dhaka Warriors
Sports Private Limited), a related party in respect
of this loan [refer to note 37 e)].
Buyers credit comprises of several loan transactions
ranging between 2.5 to 3 years of maturities.
Each transaction is repayable in full on maturity
dates, falling between December 2015 (being
the farthest) and Sep 2015 (being the closest).
Interest on all buyers credit is payable in yearly
installments ranging from Libor plus 155 bps to
Libor plus 165 bps.
c) Vehicle loans
Vehicle loans from banks and others are secured by
way of hypothecation of vehicles.
Balance aggregating ` 2 lacs as at reporting date is
repayable in 7 equated monthly installments.
d) The Company did not have any continuing defaults
as on the balance sheet date in repayment of loans
and interests.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
113
6. Other long-term liabilities
As at
31 March 2013
As at
31 March 2012
As at
31 March 2013
As at
31 March 2012
Non current Current
Others:
Income received in advance 15,013 17,702 29,464 30,148
Money received against partly paid
up shares 29 282 - -
15,042 17,984 29,464 30,148
Less: amount disclosed under the
head Other current liabilities
(refer to note 10) - - 29,464 30,148
15,042 17,984 - -
7. Long-term provisions
As at
31 March 2013
As at
31 March 2012
As at
31 March 2013
As at
31 March 2012
Non current Current
Provision for employee benefits
- Gratuity (refer to note 35) 794 654 38 6
- Vacation pay 480 398 32 11
1,274 1,052 70 17
Less: amount disclosed under the
head Short-term provisions (refer
to note 11) - - 70 17
1,274 1,052 - -
8. Short-term borrowings
As at
31 March 2013
As at
31 March 2012
Secured loans
Loans repayable on demand
- Cash credit from bank 3,000 2,000
Other loans
- Short term loan from bank - 5,000
Unsecured loans
Loan from a related party [refer to note 37 c)], repayable on demand - 12,500
3,000 19,500
Footnotes:
a) Nature of security Terms of repayments
i) Cash credit from bank is secured by first pari passu
charge on the movable and immovable fixed assets
and current assets of the Company.
Payable on demand
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
114
ii) Short-term loan from bank is secured by pari passu
charge on all moveable and immovable assets (present
and future), including but not limited to inventory of set-
top-box and accessories etc., book debts, operating
cash flows, receivables, commissions, revenue and
on all intangible assets, including but not limited to
goodwill and uncalled capital, if any, of the Company.
Payable on maturity along with interest at the rate
of 12.50% per annum.
b) The Company did not have any defaults as on the balance sheet date in repayment of loans and interests.
9. Trade payables
As at
31 March 2013
As at
31 March 2012
Sundry creditors
- Outstanding towards micro and small enterprises
- Others 21,380 12,749
21,380 12,749
The Company does not have any outstanding dues towards micro and small enterprises, based on the
information available
10. Other current liabilities
As at
31 March 2013
As at
31 March 2012
Current maturities of long-term borrowings (also refer to note 5) 75,695 18,593
Interest accrued but not due on borrowings 828 703
Income received in advance (also refer to note 6) 29,464 30,148
Other payables
- Statutory dues 4,231 2,343
- Accrued loss on forward contracts 69 -
- Advances/ deposits received 8,937 6,950
- Book overdraft 1,258 2,209
- Commission accrued 1,164 1,408
- Employees reimbursements 266 192
- Creditors for fixed assets 18,354 8,083
140,266 70,629
11. Short-term provisions
As at
31 March 2013
As at
31 March 2012
Provision for employee benefits (refer to note 7)
- Gratuity (refer to note 35) 38 6
- Vacation pay 32 11
Provision for income tax 1 -
Other provisions
- Regulatory dues (refer to note 39) 65,366 48,917
- Wealth tax 33 1
65,470 48,935
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
115
12.1. Fixed Assets - Tangible assets
As at 31 March 2013
Particulars Gross block Depreciation Net block
As at
31 March
2012
Additions Sales/
adjustments
As at
31 March
2013
As at
31 March
2012
For the
year#
Sales/
adjustments
As at
31 March
2013
As at
31 March
2013
Plant and machinery 13,927 356 - 14,283 6,921 1,490 - 8,411 5,872
Consumer premises
equipment (Refer to
note 38 b) 269,176 60,772 1 329,947 135,503 61,764 1 197,266 132,681
Computers 941 223 14 1,150 489 157 2 644 506
Office equipments * 210 45 1 254 44 12 (1) 57 197
Furniture and
fixtures 211 5 (1) 217 50 16 - 66 151
Vehicles and aircraft 250 3,376 36 3,590 106 172 15 263 3,327
Leasehold
improvements ** 47 - - 47 46 1 - 47 0
Total 284,762 64,777 51 349,488 143,159 63,612 17 206,754 142,734
As at 31 March 2012
Particulars Gross block Depreciation Net block
As at
31 March
2011
Additions Sales/
adjustments
As at
31 March
2012
As at
31 March
2011
For the
year
Sales/
adjustments
As at
31 March
2012
As at
31 March
2012
Plant and machinery 13,300 627 - 13,927 5,402 1,519 - 6,921 7,006
Consumer premises
equipment (Refer to
note 38 b) 224,395 56,533 11,752 269,176 93,438 49,409 7,344 135,503 133,673
Computers *** 1,220 202 481 941 668 139 318 489 452
Office equipments 499 39 328 210 86 13 55 44 165
Furniture and fixtures 315 7 111 211 69 16 35 50 161
Vehicles 296 - 46 250 85 27 6 106 144
Leasehold
improvements 433 1 387 47 182 9 145 46 1
Total 240,458 57,409 13,105 284,762 99,930 51,132 7,903 143,159 141,602
12.2. Fixed Assets - Intangible assets
As at 31 March 2013
Particulars Gross block Amortisation Net block
As at
31 March
2012
Additions Sales/
adjustments
As at
31 March
2013
As at
31 March
2012
For the
year
Sales/
adjustments
As at
31 March
2013
As at
31 March
2013
Goodwill 4,512 - - 4,512 4,512 - - 4,512 -
License fees 1,174 18 - 1,192 980 138 - 1,118 74
Software 2,219 485 (1) 2,705 1,979 132 (1) 2,112 593
Total 7,905 503 (1) 8,409 7,471 270 (1) 7,742 667
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
116
As at 31 March 2012
Particulars Gross block Amortisation Net block
As at
31 March
2011
Additions Sales/
adjustments
As at
31 March
2012
As at
31 March
2011
For the
year
Sales/
adjustments
As at
31 March
2012
As at
31 March
2012
Goodwill 6,837 - 2,325 4,512 3,835 677 - 4,512 -
License fees 1,174 - - 1,174 845 135 - 980 193
Software* 2,839 89 709 2,219 2,327 241 589 1,979 240
Total 10,850 89 3,034 7,905 7,007 1,053 589 7,471 433
Footnotes:
i) Additions/ adjustments to gross block of consumer premises equipment (CPE) and plant and machinery include loss on account of foreign
exchange fluctuations amounting to ` 12,302 lacs (previous year ` 2,057 lacs), and ` 165 lacs (previous year ` 44 lacs) respectively. (also
refer to note 42 a).
# Depreciation for the current year includes ` 1,124 lacs pertaining to foreign exchange fluctuations adjustment relating to previous year
ended 31 March 2012 as referred in note 47.
* ` 1,249 in sales/ adjustments for the year 2012-13.
** ` 44,851 is the net block as at 31 March 2013.
13. Non-current investments (Unquoted)
As at
31 March 2013
As at
31 March 2012
Non trade investments
Balance of unutilised monies raised by issue
- Certificate of deposit - 15,000
Represents deposits with SICOM Limited (a financial institution).
- 15,000
Aggregate book value of unquoted investments - 15,000
14. Long-term loans and advances
(Unsecured and considered good, unless otherwise stated)
As at
31 March 2013
As at
31 March 2012
Capital advances 11 -
Security deposits 156 179
Loans and advances to related parties [refer to note 37 d)]
Prepaid expenses 1,065 -
Others:
Prepaid expenses 845 187
Advance tax [net of provision ` nil (previous year ` 70 lacs)] 2,352 1,529
Amounts/ taxes paid under protest 2,033 1,585
6,462 3,480
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
117
15. Other non-current assets
As at
31 March 2013
As at
31 March 2012
Deposits with banks with maturity period more than 12 months
(Refer to note 19) 970 695
970 695
16. Current investments
As at
31 March 2013
As at
31 March 2012
Investments in Mutual Funds # (unquoted) (refer to note 45) 7,818 -
# Net assets value ` 7,916 lacs (previous year ` nil) of mutual funds,
though unquoted
Balance of unutilised monies raised by issue
- Certificate of deposit 20,000 -
Represents deposits with SICOM Limited (a financial institution).
Out of ` 20,000 lacs, ` 15,000 lacs, being unutilised monies raised by
issue, represents current maturities of long-term investments.
27,818 -
Aggregate book value of unquoted investments 27,818 -
17. Inventories
As at
31 March 2013
As at
31 March 2012
Stock-in-trade (at the lower of cost and net realisable value)
-Customer premises equipment related accessories and spares 861 688
861 688
18. Trade receivables
(Unsecured and considered good, unless otherwise stated)
As at
31 March 2013
As at
31 March 2012
Debts outstanding for a period exceeding six months
- Considered good 761 521
- Considered doubtful 76 117
Other debts
- Considered good 2,275 2,340
3,112 2,978
Provision for doubtful debts (76) (117)
3,036 2,861
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
118
19. Cash and bank balances
As at
31 March 2013
As at
31 March 2012
As at
31 March 2013
As at
31 March 2012
Current Non current
Cash and cash equivalents
Balances with banks :
- in current accounts 11,276 4,314 - -
- deposits with maturity of upto 3
months 52 48 - -
Cheques, drafts on hand 103 12,553 - -
Cash on hand 2 1 - -
Other bank balances
- deposits with maturity of more
than 3 months 25,016 22,273 970 695
36,449 39,189 970 695
Less: amount disclosed under
the head other non-current
assets (Refer to note 15) - - 970 695
36,449 39,189 - -
20. Short-term loans and advances
(Unsecured and considered good, unless otherwise stated)
As at
31 March 2013
As at
31 March 2012
Considered good
Loans and advances to related parties [refer to note 37 d)]
- Prepaid expenses 3,193 -
- Others 10,220 8,703
Others
- Prepaid expenses 2,048 568
- Advances to vendors, distributors etc. 5,221 3,364
- Customs duty, service tax and sales tax 9,212 6,615
- Deposits 704 531
30,598 19,781
21. Other current assets
As at
31 March 2013
As at
31 March 2012
Income accrued but not due on fixed deposits 49 28
Insurance claim receivable 396 15
Unamortised premium on forward contracts 84 5
Accrued gains on forward contracts - 780
529 828
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
119
22 . Revenue from operations
For the
year ended
31 March 2013
For the
year ended
31 March 2012
Income from DTH subscribers :
- Subscription revenue 192,281 166,389
- Lease rentals 15,965 22,057
Teleport services 1,975 1,397
Bandwidth charges 3,196 3,967
Sales of customer premises equipment (CPE) and accessories 502 354
Advertisement income 2,528 1,594
Other operating income 233 35
216,680 195,793
23. Other income
For the
year ended
31 March 2013
For the
year ended
31 March 2012
Interest income from:
- long-term investments 1,612 1,882
- current investments 259 -
- fixed deposits/margin accounts 1,338 1,165
- others 242 427
Foreign exchange fluctuation 688 1,928
Profit on redemption of units of mutual funds (non trade, current) 412 75
Profit on sale of subsidiary (refer to note 31) - 3,225
Liabilities written back 56 201
Miscellaneous income 507 96
5,114 8,999
24. Changes in inventory of stock-in-trade
For the
year ended
31 March 2013
For the
year ended
31 March 2012
Opening stock 688 444
Less: Closing stock 861 688
(173) (244)
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
120
25. Operating expenses
For the
year ended
31 March 2013
For the
year ended
31 March 2012
Transponder lease 11,669 11,358
License fees 22,570 20,025
Uplinking charges 708 703
Programming and other costs (refer to note 46) 65,247 60,658
Entertainment tax 10,613 6,793
Telephone and fax charges-call center - 178
110,807 99,715
26. Employee benefits expenses
For the
year ended
31 March 2013
For the
year ended
31 March 2012
Salary, bonus and allowances 7,546 6,888
Contribution to provident and other funds 477 433
Staff welfare 99 82
Recruitment and training expenses 95 78
8,217 7,481
27. Selling and distribution expenses
For the
year ended
31 March 2013
For the
year ended
31 March 2012
Advertisement and publicity expenses 7,609 7,967
Business promotion expenses 426 354
Commission 15,587 15,082
Customer support services 6,742 5,048
30,364 28,451
28. Finance costs
For the
year ended
31 March 2013
For the
year ended
31 March 2012
Interest on:
- Term loans from banks 2,759 5,857
- Buyers credits from banks 3,261 2,078
- Others 4,998 2,984
Foreign exchange fluctuation (net) - 7,030
Other borrowing costs 1,824 1,778
12,842 19,727
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
121
29. Other expenses
For the
year ended
31 March 2013
For the
year ended
31 March 2012
Electricity charges 503 378
Rent 894 550
Repairs and maintenance
- Plant and machinery 429 210
- Building 35 45
- Others 158 198
Insurance 88 39
Rates and taxes 90 44
Legal and professional fees 1,821 1,382
Directors sitting fees 13 11
Printing and stationary 572 512
Communication expenses 854 655
Travelling and conveyance 1,149 920
Service and hire charges 890 711
Freight, cartage and demurrage 2 498
Bad debts and balances written off 209 163
Provision for doubtful debts - 41
Loss on sale/ discard of fixed assets 12 338
Loss on sale/ discard of capital work-in-progress 797 2,885
Miscellaneous expenses 87 474
8,603 10,054
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
122
30. During the previous year, upon inter-se transfer of shares between the Promoters, with effect from 26
December 2011 the Company became a subsidiary of Direct Media Distribution Ventures Pvt. Ltd (formerly
known as Dhaka Warriors Sports Private Limited).
During the current year, Direct Media Distribution Ventures Pvt. Ltd. disinvested its holding in the Company
from 59.86% to 45.24% and consequently, it ceases to be the holding company of Dish TV India Limited.
31. As stated in note 2(d) (iii) above, the group has disposed off investment in ISMSL on 31 May 2011 for a
sale consideration of ` 108 lacs. The net liabilities of ISMSL amounting to ` 3,117 lacs, along with sale
consideration of ` 108 lacs has been recognised as Profit on sale of subsidiary in the Consolidated
Statement of Profit and Loss of the previous year.
32. Depreciation expense for the current year includes ` nil (previous year ` 28 lacs) on account of re-alignment
of estimated useful life of viewing cards (VC), as adopted by the subsidiary company (ISMSL), with the
estimated useful life considered by the parent company.
33. The life of the Consumer Premises Equipment (CPE) for the purposes of depreciation has been estimated
by the management as five years. Upto 31 March 2012, in certain cases, the one-time advance contribution
towards the CPEs in the form of rental was being recognized over a period of three years from the activation
date. The implication of this on these financial statements has not been determined presently.
However, such practice, with effect from 1 April 2012, has been changed to five years in respect of CPEs
activated on or after 1 April 2012. There is no significant impact on financial statements for year ended 31
March 2013 on account of change in estimate for revenue recognition.
34. Employee stock option plan (ESOP) 2007
In the Annual General Meeting held on 3 August 2007, the shareholders of the Company have approved
Employee Stock Option Plan i.e. ESOP 2007 (the Scheme). The Scheme provided for issue of 4,282,228 stock
options (underlying fully paid equity share of ` 1 each) to the employees of the Group and also to non-executive
directors including independent directors of the Company at the exercise price which shall be equivalent to the
market price determined as per the Securities and Exchange Board of India (Employee Stock Option Scheme
and Employee Stock Purchase Scheme) Guidelines, 1999 [SEBI (ESOP) Guidelines, 1999].
The options granted under the Scheme shall vest between one year to six years from the date of grant of
options, with 20% vesting each year. Once the options vest as per the Scheme, they would be exercisable
by the grantee at any time within a period of four years from the date of vesting and the shares arising on
exercise of such options shall not be subject to any lock-in period.
The shareholders in their meeting held on 28 August 2008 approved the re-pricing of outstanding options
which were granted till that date and consequently the options were re-priced at ` 37.55 per option,
determined as per SEBI (ESOP) Guidelines, 1999.
However, in respect of options granted subsequent to 28 August 2008, the exercise price of the options has
been maintained as equivalent to the market price determined as per the SEBI (ESOP) Guidelines, 1999.
As stated above, the options are granted to the employees at an exercise price, being the latest market
price as per SEBI (ESOP) Guidelines, 1999. Further, since the Group follows intrinsic value method for
accounting of the above options, there is no charge in the Consolidated Statement of Profit and Loss.
The activity relating to the options granted and movements therein are set out below:
Particulars For the
year ended
31 March 2013
(Nos.)
For the
year ended
31 March 2012
(Nos.)
Options outstanding at the beginning of the year 1,779,180 2,293,220
Add: Options granted 141,450 125,000
Less: Exercised 461,300 447,340
Less: Lapsed 175,040 191,700
Options outstanding at the end of the year 1,284,290 1,779,180
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
123
The following table summarizes information on the share options outstanding as of 31March2013
Particulars Date of grant Number of shares
remaining out of
options
Remaining
contractual life
Exercise price
Lot 1 21 August 2007 80,300 4.39 37.55*
Lot 2 24 April 2008 - - -
Lot 3 28 August 2008 10,500 5.41 37.55*
Lot 4 28 May 2009 195,040 6.16 47.65
Lot 5 27 October 2009 64,360 6.58 41.45
Lot 6 26 October 2010 112,440 7.57 57.90
Lot 7 21 January 2011 640,200 7.81 58.95
Lot 8 20 July 2011 40,000 8.30 93.20
Lot 9 19 July 2012 141,450 9.30 68.10
Options outstanding at the end of the year 1,284,290 7.42# 56.83#
The following table summarizes information on the share options outstanding as of 31March2012
Particulars Date of grant Number of shares
remaining out of
options
Remaining
contractual life
Exercise price
Lot 1 21 August 2007 364,350 5.39 37.55*
Lot 2 24 April 2008 - - -
Lot 3 28 August 2008 27,000 6.41 37.55*
Lot 4 28 May 2009 302,030 7.16 47.65
Lot 5 27 October 2009 133,480 7.58 41.45
Lot 6 26 October 2010 131,720 8.57 57.90
Lot 7 21 January 2011 695,600 8.81 58.95
Lot 8 20 July 2011 125,000 9.30 93.20
Options outstanding at the end of the year 1,779,180 7.72# 53.34#
* re-priced as per Shareholders approval on 28 August 2008. Refer note above
# on a weighted average basis.
35. Disclosure pursuant to Accounting Standard 15 on Employee Benefits
Defined contribution plans
An amount of ` 430 lacs (previous year ` 367 lacs) and ` 5 lacs (previous year `16 lacs) for the year, have
been recognized as expenses in respect of the Groups contributions to Provident Fund and Employees
State Insurance Fund respectively, deposited with the government authorities and have been included
under operating and other expenditure in the Consolidated Statement of Profit and Loss.
Defined benefit plans
Gratuity is payable to all eligible employees of the Group on superannuation, death or permanent
disablement, in terms of the provisions of the Payment of Gratuity Act or as per the Groups Scheme,
whichever is more beneficial.
The following table sets forth the status of the gratuity plan of the Group and the amounts recognised in
the Consolidated Balance Sheet and Consolidated Statement of Profit and Loss:
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
124
Particulars For the
year ended
31 March 2013
For the
year ended
31 March 2012
Changes in present value of obligation
Present value of obligation as at the beginning of the year 660 426
Interest cost 53 36
Current service cost 207 191
Benefits paid (19) (9)
Actuarial (gain)/loss on obligation (69) 16
Present value of obligation as at end of the year 832 660
Short term 38 6
Long term 794 654
832 660
Particulars For the
year ended
31 March 2013
For the
year ended
31 March 2012
Expenses recognized in the Consolidated Statement of Profit and Loss
Current service cost 207 191
Interest cost on benefit obligation 53 36
Net actuarial (gain)/loss recognised in the year (69) 16
Expenses recognised in the Consolidated Statement of Profit and Loss 191 243
The principal assumptions used in determining gratuity for the Groups plans are shown below:
Particulars As at
31 March 2013
As at
31 March 2012
Discount rate 8.00 8.50
Salary escalation rate (per annum) 10.00 11.00
Withdrawal rates
Age - Upto 30 years 13% 13%
31-44 years 2% 2%
Above 44 years 1% 1%
Mortality rate IALM (1994 - 96) LIC (1994 - 96)
Discount rate: The discount rate is estimated based on the prevailing market yields of Indian government
securities as at the balance sheet date for the estimated term of the obligation.
Salary escalation rate: The estimates of salary increases, considered in actuarial valuation, take account
of inflation, promotion and other relevant factors.
Experience adjustment:-
Particulars As at
31 March
2009
As at
31 March
2010
As at
31 March
2011
As at
31 March
2012
As at
31 March
2013
Defined benefit obligation (DBO) 267 350 506 660 832
Plan assets - - - - -
Net assets (liability) (267) (350) (506) (660) (832)
Experience adjustment on DBO-Gain (Loss) (20) 54 42 16 73
Experience adjustment on plan assets - - - - -
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
125
36. Segmental information
The Group is in the business of providing Direct to Home (DTH) and teleport services primarily in India. As
the Groups business activity primarily falls within a single business and geographical segment, disclosures
in terms of Accounting Standard 17 on Segment Reporting are not applicable.
37. Related party disclosures
a) Related parties where control exists: Holding company;
Direct Media Distribution Ventures Private Limited. (formerly
known as Dhaka Warriors Sports Private Limited) (with effect
from 26 December 2011 upto 30 March 2013)
b) Related parties with whom the Group had transactions:
Key management
personnel
Mr. Jawahar Lal Goel
Relative of key
management personnel
Mr. Gaurav Goel
Enterprises over which
key management
personnel/ their relatives
have significant influence
Agrani Convergence Limited
ASC Telecommunication Private Limited (formerly known as ASC
Telecommunication Limited)
Asia Today Limited
Cyquator Media Services Private Limited (formerly known as known as
Essel Business
Processes Limited) (w.e.f 1 June 2011)
Churu Trading Company Private Limited
Dakshin Media Gamming Solutions Private Limited
Diligent Media Corporation Limited
E-City Property Management & Services Private Limited
E-City Bioscope Entertainment Private Limited
Essel Agro Private Limited
Essel Corporate Resources Private Limited
Essel Infraprojects Limited
Essel International Limited
Interactive Finance and Trading Services Private Limited.
ITZ Cash Card Limited
Media Pro Enterprise India Private Limited
PAN India Network Infravest Private Limited
PAN India Network Limited
PAN India Paryatan Private Limited
Procall Private Limited
Rama Associates Limited
Siti Cable Network Limited (formerly known as Wire and Wireless
(India) Limited)
Taj Television India Private Limited
Taj TV Limited
Zee Akash News Private Limited
Zee Entertainment Enterprises Limited
Zee News Limited
Zee Turner Limited
ZEE Telefilms Middle East Fz LLC
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
126
c) Transactions with related parties:
Particulars For the year ended
31 March 2013
For the year ended
31 March 2012
Total
amount
Amount
for major
parties
Total
amount
Amount for
major
Parties
(i) With key management personnel 82 83
Managerial remuneration 82 83
(ii) Relative of key management personnel 34 16
Remuneration 34 16
(iii) With other related parties:
Revenue from operation and other
income (net of taxes)
2,562 1,550
Zee Entertainment Enterprises Limited 1,419 705
Zee News Limited 572 463
Asia Today Limited 147 126
Siti Cable Network Limited 1 64
Zee Aakash News Private Limited 212 172
Other related parties 211 20
Purchase of goods and services 36,195 31,300
Media Pro Enterprise India Private Limited 20,457 12,921
Zee Turner Limited - 2,400
Zee Entertainment Enterprises Limited 1,933 4,529
ITZ Cash Card Limited 1,575 1,573
Taj Television India Private Limited 4,500 4,070
Cyquator Media Services Private Limited 6,871 4,875
Other related parties 859 932
Rent paid 326 327
Zee Entertainment Enterprises Limited 288 287
Rama Associates Limited 32 32
Other related parties 6 8
Interest paid 9 4
Essel International Limited 9 4
Interest received 118 178
ASC Telecommunication Private Limited 113 133
Cyquator Media Services Private Limited - 45
Essel Agro Private Limited 4 -
Agrani Convergence Limited 1 -
Sale of Investments - 108
Essel Corporate Resources Pvt. Ltd. - 108
Reimbursement of expenses paid 582 351
Zee Entertainment Enterprises Limited 479 335
E-City Bioscope Entertainment Pvt. Ltd. 95 4
Other related parties 8 12
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
127
Particulars For the year ended
31 March 2013
For the year ended
31 March 2012
Total
amount
Amount
for major
parties
Total
amount
Amount for
major
Parties
Reimbursement of expenses received 2 3
Siti Cable Network Limited @ 1
Zee Entertainment Enterprises Limited 1 1
Zee News Limited 1 1
Other related parties $ ^
Prepaid expenses 4,258 -
Media Pro Enterprise India Private Limited 4,258 -
Short-term borrowings taken - 12,500
Essel International Limited - 12,500
Repayment of Short-term borrowings 12,500 -
Essel International Limited 12,500 -
Short-term loans and advances made 4,557 1,442
ITZ Cash Card Limited 362 707
Cyquator Media Services Private Limited 4,120 610
Essel Agro Private Limited 29 101
Other related parties 46 24
Refunds received against Short-term
loans and advances
1,048 7,324
Cyquator Media Services Private Limited 443 6,489
ITZ Cash Card Limited 559 821
Other related parties 46 14
Balances written off - 18
PAN India Network Limited - 17
Dakshin Media Gaming Solutions Private
Limited
- 1
Other related parties - -
@ ` 20,439
$ ` 15,897
^ ` 14,636
d) Balances at the year end:
Particulars As at 31 March 2013 As at 31 March 2012
Total
amount
Amount
for major
parties
Total
amount
Amount
for major
parties
With related parties:
Long-term loans and advances 1,065 -
Media Pro Enterprise India Private Limited 1,065 -
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
128
Particulars As at 31 March 2013 As at 31 March 2012
Total
amount
Amount
for major
parties
Total
amount
Amount
for major
parties
Short-term loans and advances 13,413 8,703
Essel Agro Private Limited 2,333 2,302
ITZ Cash Card Limited 327 523
ASC Telecommunication Private Limited - 1,995
Cyquator Media Services Private Limited 7,560 3,882
Media Pro Enterprise India Private Limited 3,193 -
Other related parties & 1
Short-term borrowings - 12,500
Essel International Limited - 12,500
Trade payables 13,292 4,930
Zee Entertainment Enterprises Limited 502 955
Zee Turner Limited - 1,758
Media Pro Enterprise India Private Limited 12,697 1,780
Other related parties 93 437
Trade receivables 1,371 685
Asia Today Limited 145 96
Zee News Limited 314 200
Zee Entertainment Enterprises Limited 569 44
Siti Cable Network Limited 142 197
Dakshin Media Gaming Solution Private
Limited
148 148
Zee Aakash News Private Limited 53 -
Other related parties * -
& ` 18,206
* ` 15,695
e) Guarantees etc. given by related parties in respect of secured loans:
i) As at 31March 2013, personnel guarantees by key managerial personnel amounting to ` 30,000
lacs (previous year ` 30,000 lacs) and corporate guarantee by Churu Trading Company Private
Limited amounting to ` 30,000 lacs (previous year ` 30,000 lacs) are outstanding as at the year
end.
ii) As at 31 March 2013, corporate guarantee by Direct Media Distribution Ventures Private Limited
(formerly known as Dhaka Warriors Sports Private Limited) amounting to ` 60,000 lacs (previous
year ` 20,000 lacs) are outstanding at the year end.
iii) As at 31 March 2013, corporate guarantee by Zee Entertainment Enterprises Limited amounting
to ` 4,370 lacs (previous year ` 13,222 lacs). The remaining guarantee is outstanding as at the
year end.
iv) As at 31 March 2013 completion support undertaking from Zee Entertainment Enterprises
Limited for the buyers credit of ` nil (previous year ` 6,432 lacs).
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
129
38. Leases
a) Obligation on operating lease:
The Groups significant leasing arrangements are in respect of operating leases taken for offices,
residential premises, transponder, etc. These leases are cancellable operating lease agreements that
are renewable on a periodic basis at the option of both the lessee and the lessor. The initial tenure of
the lease generally is for 11 months to 69 months. The details of lease rental charges in respect of
assets taken on operating leases are as under:
Particulars For the
year ended
31 March 2013
For the
year ended
31 March 2012
Lease rental charges during the year (net of shared cost) 12,906 12,180
Sub-lease payment received (being shared cost) 749 669
b) Assets given under operating lease:
The Group has leased out assets by way of operating lease. The gross book value of such assets, its
accumulated depreciation and depreciation for the year are as given below:
Particulars As at
31 March 2013
As at
31 March 2012
Gross value of assets 329,947 269,176
Accumulated depreciation 197,266 135,503
Net block 132,681 133,673
Depreciation for the year 61,764 49,409
The lease rental income recognised during the year in respect of non cancellable operating leases
and maximum obligations on long term non-cancellable operating lease receivable as per the rentals
stated in the agreements are as follows:
Particulars For the year
ended
31 March 2013
For the year
ended
31 March 2012
Lease rental income recognised during the year 15,965 22,057
Particulars Total future
minimum
lease rentals
receivable as at
31 March 2013
Total future
minimum
lease rentals
receivable as at
31 March 2012
Within one year 8,144 13,827
Later than one year and not later than five years 8,328 8,655
Later than five years - -
39. The Company has been making payment of license fee to the Regulatory Authority considering
the present legal understanding. However, in view of the ongoing dispute, the Company has made
provision on a conservative basis considering the terms and conditions of the License given by the
Regulatory Authority.
Provision for regulatory dues (including interest)
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
130
Particulars As at
31 March 2013
As at
31 March 2012
Opening provision 48,917 31,974
Add: Created during the year 26,023 22,637
Less: Utilised during the year 9,574 5,694
Closing provision 65,366 48,917
The outflow of economic benefits with regard to the disputed portion would be dependent on the
final decision by the Regulatory Authority. Presently, it has been considered under the Short-term
provisions.
40. Earnings per share
Reconciliation of basic and diluted shares used in computing earnings per share
Particulars For the year
ended
31 March 2013
For the year
ended
31 March 2012
Loss for the year attributable to equity shareholders (in ` lacs) 6,600 13,314
Number of shares considered as weighted average shares outstanding
for computing basic earnings per share 1,064,067,536 1,063,307,540
Nominal value per share (in `) 1 1
Basic and diluted loss per share (in`) 0.62 1.25
Since the Company had losses during the current year and previous year, the basic and diluted earnings
per share are the same.
41. Deferred tax assets
Components of deferred tax asset:
Particulars For the year
ended
31 March 2013
For the year
ended
31 March 2012
Deferred tax assets on account of:
- Depreciation 21,921 15,651
- Unabsorbed depreciation and tax losses 31,044 35,610
- Provision for vacation pay and retirement benefit provision 457 347
- Demerger expenses as per section 35DD 6 5
- Provision for doubtful debts and advances 26 38
- Unrealised foreign exchange loss (gain) (878) 1,467
Deferred tax assets 52,576 53,118
Recognised in the financial statements - -
In the absence of virtual certainty of realisation, deferred tax assets have not been recognized.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
131
42. Foreign currency transactions
a) In accordance with the Accounting Standard 11 (AS-11) and related notifications, the foreign currency
exchange loss of `12,467 lacs has been adjusted (previous year foreign currency exchange loss of
`2,101 lacs) in the value of fixed assets and the foreign currency exchange gain of ` 51 lacs (previous
year foreign currency exchange loss of ` 154 lacs) in the capital work in progress.
b) i) The Company has outstanding forward contracts of US Dollars 70 lacs (previous year US Dollar
126 lacs) at fixed amount of ` 3,879 lacs (`5,652 lacs) which will be settled at a future date. These
derivative contracts are for the repayment of Buyers credit loans.
ii) Foreign currency transactions outstanding as on the balance sheet date that are not hedged by
derivative instruments or otherwise are as under:
(Amount in lacs)
Particulars As at 31 March 2013 As at 31 March 2012
Amount in
USD
Amount in
SGD
Amount
in `
Amount in
USD
Amount in
SGD
Amount
in `
Balances with bank 409 - 22,266 403 - 20,634
Loans given# 2 - 97 - - -
Receivables 4 - 217 13 - 687
Loans and borrowings# 2,548 - 138,591 1,775 - 90,797
Trade payables 277 - 15,078 100 -* 5,112
* SGD 5,000
# includes interest accrued
43. Contingent liabilities and commitments
a) Contingent liabilities
Particulars As at
31 March 2013
As at
31 March 2012
Claims against the Company not acknowledged as debt 483 483
Income-tax (refer note 43b) 2,652 2,652
Sales tax and Value Added tax 1,046 1,169
Customs duty 795 795
Service tax 5,721 167
Wealth tax 2 1
Entertainment tax (refer note 43c) 1,279 1,244
Legal cases including from customers against the Company Unascertained Unascertained
b) During the year ended 31 March 2011, the Company received a demand notice for income tax and
interest thereon aggregating ` 4,056 lacs in relation to an earlier year. During the previous year, the
assessing authority had reduced the demand to ` 2,642 lacs on the basis of application for rectification
filed by the Company. The Company deposited ` 400 lacs during the previous year; and deposited
additional amount of ` 330 lacs during the year. The matter pertains to alleged short deduction of tax
at source on certain payments and interest thereon for delayed period. The Company has disputed
the issue and has filed an appeal against the above said demand with the tax authorities. During the
current year, the Company had submitted with the tax authorities the requisite supporting documents/
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
132
clarification from vendors. The Company, supported by legal view in the matter, is of the view that
outcome of the litigation will not have significant impact on the financial statements.
c) The Company has received notices in various States on applicability of Entertainment Tax, for which
no demands have been received. The Company has contested these notices at various Appellate
Forums/ Courts and the matter is subjudice.
d) Commitments
Particulars As at
31 March 2013
As at
31 March 2012
Estimated amount of contracts remaining to be executed on
capital account 48,133 19,343
44. Bank balances include:-
Particulars As at
31 March 2013
As at
31 March 2012
Provided as security to Government authorities 8 7
Held as margin money for bank guarantees 217 178
45. The details of current investments in Mutual funds as on 31 March 2013:
Particulars As at
31 March 2013
As at
31 March 2012
Unquoted at cost
216,621 units of IDBI Liquid Fund growth (previous year nil) 2,707 -
309,388 units of DSP BlackRock Liquidity Fund-Growth (previous
year nil) 5,111 -
Total 7,818 -
46. During the financial year 2011-12, the Company migrated from the fixed fee agreement with ESPN Software
India Private Limited (ESPN) to the Reference Interconnect Offer (RIO) based agreement for its content fees.
Upon refusal by the ESPN to the said migration, the Company approached the Telecom Dispute Settlement
Appellate Tribunal (TDSAT). The TDSAT, vide its judgment dated 10 April 2012, allowed the Company to pay
the content fees to ESPN w.e.f. 1 September 2011 on the basis of RIO rates published by ESPN and also
allowed the Company a refund of any amount representing the difference between the amount paid by the
Company as per the fixed fee agreement and the amount payable under the RIO rates w.e.f. 1 September
2011. ESPN filed a Special Leave Petition before the Honble Supreme Court. The Honble Supreme Court,
vide its order dated 17 July 2012 refused to grant interim stay on the order of the Honble TDSAT. The
Company in view of the order of the TDSAT has exercised its right to claim the above refund amount and
adjusted the same from the monthly content fee payable to ESPN.
Further, during the current year, a petition has been filed by the Company against ESPN in TDSAT against
the public notices dated 5 November 2012 and 12 November 2012 issued by them for disconnection of their
channels from Dish TV DTH platform. TDSAT vide its order dated 23 November 2012 has granted an interim
stay on the operation of the said notices and the matter is pending at the TDSAT.
47. Hitherto, the exchange differences arising from foreign currency borrowing to the extent that they are
regarded as an adjustment to interest cost, were treated as borrowing cost in terms of AS 16, Borrowing
Costs. During the year ended 31 March 2013, pursuant to a clarification dated 9 August 2012 from the
MCA, the Company has changed the accounting policy w.e.f. 1 April 2011, to treat the same as foreign
exchange fluctuation, to be accounted as per AS 11 Effects of Changes in Foreign Exchange Rates,
instead of AS 16 Borrowing Costs. This change has resulted into reversal of prior year finance cost of
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
133
` 7,068 lacs and consequential increase in depreciation by ` 1,124 lacs during the year ended 31 March
2013. The aforesaid change, resulting in net gain of ` 5,944 lacs, has been shown as an exceptional items
in the financial statements for the year ended 31 March 2013. In this regard, if the Company had followed
the same accounting policy as in the previous year, finance costs for the year would have been higher by
`5,841 lacs; depreciation expense would have been lower by ` 1,415 lacs and the loss for the year would
have been higher by ` 4,426 lacs.
48. Figures of the previous year have been regrouped / rearranged, wherever considered necessary to conform
to the current years presentation. Significant items in this regard are as under:
a) Foreign exchange gain amounting to ` 1,928 lacs which was classified under Finance costs has been
reclassified under Other income as foreign exchange fluctuation.
b) Other creditors under Other Current liabilities amounting to ` 4,802 lacs have been reclassified in
Sundry creditors under Trade payable.
c) Advance tax which was classified under Short-term loans and advance amounting to ` 1,529 lacs
have been reclassified in Advance tax under Long-term loans and advance.
d) Interest income from fixed deposits/ margin money amounting to ` 3,047 lacs have been reclassified
in Interest income from long-term investments ` 1,882 lacs and in Interest income from fixed
deposits/margin money ` 1,165 lacs.
As per our report attached to the consolidated balance sheet
For B S R & Co.
Chartered Accountants
Firm Registration No.: 101248W
For and on behalf of the Board of Directors of
Dish TV India Limited
Kaushal Kishore
Partner
Membership No.: 090075
Jawahar Lal Goel
Managing Director
DIN: 00076462
Arun Duggal
Director
DIN: 00024262
Rajeev K. Dalmia
Chief Financial Officer
Ranjit Singh
Company Secretary
Membership No: A15442
Place: Gurgaon
Dated: 23 May 2013
Place: Noida
Dated: 23 May 2013
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013
(All amounts in ` lacs, unless stated otherwise)
134
STATEMENT PURSUANT TO EXEMPTION RECEIVED UNDER SECTION 212(8) OF
THE COMPANIES ACT, 1956 RELATING TO THE SUBSIDIARY COMPANIES FOR THE
YEAR ENDED MARCH 31, 2013
Particulars Digital Network
Distribution Pte. Ltd
(previously Dish TV
Singapore Pte. Limited)
(Amount in ` Lacs)
Dish T V Lanka (Private)
Limited (Amount in ` Lacs)
Summary Balance Sheet
Share Capital 0* 4
Reserve and Surplus (Including debit balance of
Prot & Loss Account)
8 (36)
Total Assets 230 68
Total Liabilities 230 68
Investments (excluding subsidiaries) NIL NIL
Summary Profit and Loss Account
Turnover 25 NIL
Prot / (Loss) before tax 11 (36)
Provision for tax 1 NIL
Prot / (Loss) After tax 10 36
Proposed Dividend NIL NIL
* Equivalent to ` 41/-.
135
DISH TV INDIA LIMITED
Regd. Office: Essel House B-10, Lawrence Road, Industrial Area, Delhi - 110 035
ATTENDANCE SLIP
PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL.
Name and Address of Equity Shareholder (IN BLOCK LETTERS):_______________________________________
__________________________________________________________________________________________
Name and Address of the Proxy (IN BLOCK LETTERS, to be filled in by the Proxy attending instead of the Equity
Shareholder): ______________________________________________________________________________
__________________________________________________________________________________________
I hereby record my presence at the 25
th
Annual General Meeting of the Company, convened on Friday, the
23
rd
Day of August, 2013 at Dr. Sarvepalli Radhakrishnan Auditorium, Kendriya Vidyalaya No. 2, A.P.S. Colony,
Delhi Cantt, New Delhi- 110 010, at 11.00 A.M.
Reg. Folio No. : _______________ DP ID No. : _____________
Client ID No. : _______________ No. of Shares : _____________
________________________________________
Signature of the Equity Shareholder/Proxy
NOTE: Equity Shareholders attending the Meeting in person or through Proxy are requested to complete the
Attendance Slip and hand it over at the entrance of the meeting hall.
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _
DISH TV INDIA LIMITED
Regd. Office: Essel House B-10, Lawrence Road, Industrial Area, Delhi -110 035
FORM OF PROXY
I/We _______________________________________ of ________________________________________ being
a member / members of Dish TV India Limited, hereby appoint ________________________________________
__________ of _______________________________ failing him ____________________________________
_ of _________________________________________________ as my/ our proxy to attend and vote for me/
us on my/our behalf at the 25
th
Annual General Meeting of the Company, to be held on Friday, the 23
rd
Day of
August, 2013 at 11.00 A.M. at Dr. Sarvepalli Radhakrishnan Auditorium, Kendriya Vidyalaya No. 2, A.P.S. Colony,
Delhi Cantt, New Delhi - 110 010, and /or at any adjournment(s) thereof.
Dated this ________ day of _______2013.
Name: ____________________________________________________________________________________
Address: ___________________________________________________________________________________
Reg. Folio No. : _______________ DP ID No. : _____________
Client ID No. : _______________ No. of Shares : _____________

_ ____ _ _ _ _ _ _ _ _ __ __ _ _ _ _ _ _ _ __ _
Signature of the Equity Shareholder/Proxy
Notes: 1. The Proxy Form must be deposited at the Registered Office of the Company at Essel House B-10,
Lawrence Road Industrial Area , Delhi -110 035 at least 48 hours before the time for holding the
meeting. The proxy need not to be member of the Company.
2. All alterations made in the Proxy Form should be initiated.
3. In case of multiple proxies, proxy later in time shall be treated as valid and accepted.
Affix ` 1/-
Revenue
Stamp