Description
The report for the financial year 2011 - 2012 of Dish tv india limited.
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
Pritam Singh (Dr.) Independent Director
Eric Zinterhofer Independent Director
Lakshmi Chand Independent Director
Mintoo Bhandari Non-Executive Nominee Director
Sanjay Hiralal Patel Alt.Director to Mintoo Bhandari
Ranjit Singh Company Secretary
M/ s 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 Ltd.
ING Vysya Bank
Axis Bank Ltd.
Esse| House Reg|stered Offce
B-10, Lawrence Road
Industrial Area, Delhi – 110035, India
Tel: +91-11-27156040/ 41/ 43
Fax: +91-11-27156042
FO - 19, Sector 16A, Oorporate Offce
Noida, UP – 201301, India
Tel: +91-120-2599555/ 391
Fax: +91-120-4357078
Website: www.dishtv.in
CHAIRMAN’S MESSAGE
The Indian economy continued to face macro
headwinds through FY 11-12 as the sovereign debt
crisis in Europe took a new and dangerous turn
during the second and third quarter. Unprecedented
action by the ECB helped stave off a grave situation;
however the reverberations continue to impact capital
fows and |nvestments |n deve|op|ng econom|es such
as ours. While India has enjoyed the fruits of being
a part of the interconnected global economy over
the past decade, recent events also highlight the
downside risks associated with the same. The year
under review saw continued erosion of the Rupee
as well as below trendline economic growth as a
consequence of demand contraction as well as the
ba||oon|ng fsca| defc|t. The good news however |s
that the |nfat|on gen|e seems to have been brought
under control with the resolute policies of the RBI, with
core |nfat|on d|pp|ng to 5%. These deve|opments as
well as the gradual return to normalcy in the US, bode
well for future growth as hopefully the painful period
of deleveraging across the globe should be drawing
to a close.
For the digital pay TV industry, FY 11-12 was a
remarkable year during which the Government wrote
into law the Digital Addressable System mandate,
which envisages the mandatory transformation of the
entire television distribution system through a digital
pipe by December 2014.
This is truly a landmark opportunity for all digital
television distribution platforms and your Company
as the pioneer and leader in the digital TV revolution
|s un|que|y p|aced to reap the benefts of the DAS
mandate.
Your Company continues to strengthen its infrastructure, service, and CRM capabilities in anticipation of the
huge surge in demand expected over the next three years as an outcome of this mandate and is well placed
to retain its leadership position in the market place. Your Company now has the deepest distribution reach in
both urban and rural areas, reaching over 80,000 retail outlets for STBs and reaching over 2,00,000 outlets
for recharge availability. Unique tie ups with organizations such as FINO enable your Company to reach out
deep into rural India as well. Your Company has expanded its direct service network to 96 cities and has
plans to increase this network to over 200 cities in the near future. Your Company has substantially increased
its investments in Customer relationship management and support and currently has the capability of handling
and servicing over 3 million queries and customer calls every month.
During the year under review, your Company continued to maintain its leadership in the marketplace and
added 2.5 Mn subscribers, taking the overall subscriber base to 12.7 Mn subscribers as of March 31, 2012.
Your Company is now the third largest DTH platform by subscribers globally and the largest operator outside
of the USA.
Revenues cont|nued to grow strong|y w|th top||ne grow|ng 36% to 1957.8 cr, wh||e EBlTDA marked a substant|a|
jump of 109% to 498.4 Or. Steady growth |n ARPÜ was ma|nta|ned w|th ARPÜ for the year be|ng ` 153.
Your Oompany cont|nues to focus on |nnovat|on and product deve|opment. Dur|ng the year, |n the |ndustry frst,
your Company introduced the HD DVR with unlimited recording facility at no extra cost to its customers. The
product has been extremely well received in the marketplace and should further help reinforce the Company’s
leadership position in the market.
During the fourth quarter, your Company unveiled the new brand positioning “Sab Par Dish Sawaar Hai” to
capture the passion of the television viewing as experienced through Dish TV. The campaign with a memorable
j|ng|e, resu|ted for the frst t|me, |n a DTH Oompany bagg|ng the top spot |n the most reca||ed advert|sement
during the month of February 2012.
Your Company continues to set the trend and tone for the industry both in product innovation, communication
and customer delight. The huge opening up of the market with the advent of the DAS mandate will provide yet
another opportunity for your Company to demonstrate its continued leadership in communication, innovation
and customer satisfaction leading to superior returns to all stakeholders in the years ahead.
Subhash Chandra
Chairman
INDEX
Notice of Annual General Meeting 05
Directors’ Report 08
Statement pursuant to Section 212 of the Companies Act, 1956 18
Corporate Governance Report 19
Shareholders’ Information 36
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Management Discussion and Analysis 44
Auditors’ Report 47
Standalone Financial Statements 52
Standalone Cash Flow Statements 54
Consolidated Financial Statements 90
5
DISH TV INDIA LIMITED
Regd. Offce: Esse| House, B-10, |awrence Road lndustr|a| Area, De|h| - 110 035
Oorporate Offce: FO-19, Sector-16A, No|da, Ü.P. - 201 301
NOTICE
Notice is hereby given that the 24
th
Annual General Meeting of the Members of Dish TV India Limited will
be held at NCUI Auditorium, 3, Siri Institutional Area, August Kranti Marg, New Delhi -110 016, on Thursday,
the 9
th
day of August, 2012, 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, 2012, the
Proft & |oss Account for the F|nanc|a| Year ended on that date on a stand a|one and conso||dated bas|s
and the Reports of the Auditors’ and Board of Directors’ thereon.
2. To appoint a Director in place of Mr. Arun Duggal, who retires by rotation and being eligible, offers
himself for re-appointment.
3. To appoint a Director in place of Dr. Pritam Singh, 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 Aud|tors of the Oompany to ho|d such offce from the conc|us|on of th|s meet|ng unt||
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: 29 May 2012
3FHJTUFSFE0GæDF
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.
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not less than 48 hours before the commencement of the Annual General Meeting.
2. Oorporate Members are requested to send at the Reg|stered Offce of the Oompany, a du|y cert|fed
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 / Prox|es shou|d f||-|n the attendance s||p for attend|ng the Meet|ng and br|ng the|r 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 Company’s shares in dematerialized form are required to bring details of their
Depos|tory Account Number for |dent|fcat|on.
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,
July 9, 2012 to Wednesday, July 11, 2012 (both days inclusive).
8. Members des|rous of obta|n|ng any |nformat|on / c|ar|fcat|on concern|ng the accounts and operat|ons
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. A|| documents referred to |n the accompany|ng Not|ce are open for |nspect|on at the Reg|stered Offce
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
cert|fcate from the aud|tors of the Oompany cert|fy|ng that the Oompany`s Stock Opt|on P|an 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 Company’s 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.
7
13. Members who hold shares in physical form in multiple folios in identical names or joint accounts in the
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single folio.
14. 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.
15. 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).
By order of the Board
Place: Noida
Date: 29 May 2012
Ranjit Singh
Company Secretary
3FHJTUFSFE0GæDF
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.
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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 Shareholder’s 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 Company’s 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 Fourth
(24
th
) Annual Report together with the Audited Statement
of Accounts of the Company for the Financial Year ended
March 31, 2012.
FINANCIAL RESULTS
The Financial Performance of your Company for the year
ended March 31, 2012 is summarized below:
(`/ Thousand)
DIVIDEND
Your Directors have decided not to recommend any
dividend for the Financial Year ended March 31, 2012.
BUSINESS OVERVIEW
The Indian Broadcasting Industry is going through an
evolutionary phase. Limited number of channels and sub-
standard picture quality has become a thing of the past.
Entertainment through satellite dish though a common
phenomenon in the western world, was introduced in
India by dishtv, which has brought about a sea-change
in the Indian television market. The brand has changed
consumer preferences and enhanced the standards of
television viewership by offering digital picture quality with
stereophonic sound and uninterrupted viewing of more
than 400+ channels and services. With value added
services like Movie on Demand, Books Active, Active
Games to name a few, owning a dishtv is more than just
channel entertainment. Dishtv has left no stone unturned in
providing outstanding services that has the viewers glued to
their television screens.
The DTH industry consolidated its gain of last 5 years
and continued the upward march in terms of customer
acquisition, launch of new products, evolution of new
technologies and wide variety of customer propositions
in terms of acquisition & retention schemes. The industry
added more than 10 Million subscribers during the period
under review. The industry was quite ahead of the numbers
acquired by the digital cable operators during this period.
Strong brand proposition, differentiated customer offerings,
|aunch of new H|gh Defn|t|on (HD} Ohanne|s and |ncrease |n
the number of channel offering by the industry was the key
highlights of the year gone by.
Despite intense competition, your Company was able
to maintain its leadership position by virtue of having the
maximum number of registered subscribers among all the
DTH operators. Customer delight was the main theme of
the year under review facilitated by door step services and
wider reach.
In view of the growing appetite of the Indian consumers
demanding more channels, your Company proactively
contracted for a new satellite located in the vicinity of the
ex|st|ng sate|||te to augment the fac|||ty of H|gh Defn|t|on
channe|s a|ong w|th convent|ona| Standard Defn|t|on (SD}
channels. During the year under review, your Company
acquired additional transponders on the Asiasat 5 satellite
thus increasing its total transmission bandwidth to 648
MHz from 432 MHz previously. The increased transponder
capacity enabled your Company to increase its Standard
Defn|t|on channe| capac|ty to over 320 and H|gh Defn|t|on
capacity to over 30 which is substantially higher than
any competing DTH operator in both HD as well as SD
transmission. With the availability of additional capacity,
your Company is far ahead of the competition in respect
of satellite bandwidth for provision of additional channels
Particulars Year ended
March 31, 2012
Year ended
March 31, 2011
Sales & Services 19,578,236 14,365,518
Other Income 385,904 880,295
Total Income 19,964,140 15,245,813
Total Expenses 21,552,638 17,142,719
Proft/(|oss} before
Tax
(1,588,498) (1,896,906)
Provision for Taxation
(net)
- -
Proñt/(Loss| after
Tax
(1,588,498| (1,896,906|
Proft/(|oss} for the
Year
(1,588,498) (1,896,906)
Add: Balance brought
forward
(15,934,422) (14,037,516)
Amount available for
appropriations
(17,522,920) (15,934,422)
Appropriations :
Dividend Nil Nil
Tax on Dividend Nil Nil
General Reserve Nil Nil
Balance Carried
Forward
(17,522,920) (15,934,422)
9
and services to the subscribers. This will continue to be a
differentiator and game changer in the months to come.
During the year, your Company launched Niche channels
like Khana Khazana, Ten Golf, MTune – HD etc. Your
Company will continue to look for opportunities of similar
nature to be ahead of the competition and create value for
the Stakeholders.
The Digital Addressable Systems (DAS), a long awaited event
for the development and growth of the cable and satellite
sector, wh|ch has now been not|fed by the Government
to become applicable in four phases will push the industry
towards a new parad|gm beneft|ng a|| the Stakeho|ders of
the industry including the Broadcasters, Distributors, DTH
operators, the Government and above all – the Consumers.
The DTH industry is expected to grow faster and stronger in
the areas where DAS has been not|fed by the Government
because of brand equity, execution strength, understanding
of the consumer behavior, well established sales and
distribution outlets, value proposition to the consumer and
above all – best quality service at the door steps of the
customers.
The year under review also saw the emergence of
Advertisement sales as a new and growing revenue stream.
In this segment, your Company established its presence,
c|os|ng the fnanc|a| year at a net revenue of ` 15.68 crores
(FY 11 – 12), against last year’s revenue of ` 5.65 crores,
an |ncrease of 178%. The brand count of advert|sers on
D|sh Tv |ncreased by 279% w|th |ead|ng g|oba| brands /
organizations such as Microsoft, Pepsi, Coca-Cola, P&G,
HUL advertising on our platform. In fact, Dish TV was
the only DTH platform in India where Microsoft launched
its global Windows 7 campaign. The metrics based on
advertisers and broadcasters requirements include CPT
(cost per thousand), digital ratings and multiple case
studies – all showcasing Dish TV as THE new medium to
be present on.
Various innovations were experimented with, in this year
the advertiser sponsored Free to Subscriber MOD (which
saw an |ncrease of a|most 300% |n orders |n that per|od},
the advertiser sponsored Open-to-all MOD format (reaching
a|most 77% of our base}, defau|t boot up screen, banners
on the EPG, brand slugs on Buzz (the default landing
channel), Red bug innovations on Buzz & MOD channels,
sponsorship of free to subscriber and paid for by subscriber
by leading advertisers, making broadcasters the default
landing channel leading to an increase in digital ratings
and many more, which have all been established as case
studies to be monetized with more brands this year.
Your Company continued its efforts to bring value and
additional features in its services. Your Company launched
a H|gh Defn|t|on Set Top Box w|th D|g|ta| v|deo Recod|ng
facility with the facility of getting to record as much content
as a subscriber wishes to. The launch of HD - DVR was
a big stride in the direction of acquiring the largest HD
subscriber base.
With deep market understanding and a well crafted
consumer insight, entertainment as an interest was
immaculately matched to the emotion of Passion. For every
television lover, it is their endless passion for entertainment
which makes them demand more content, best technology
and superior experience. Some people go to any extent to
catch their favorite dose of entertainment and dishtv, as a
brand wants to target those thought leaders in the world of
entertainment and uniquely positioned the brand to stand
for Passion for entertainment i.e. Dish Sawaar Hai. With
a frst of |ts k|nd |n|t|at|ve |n the |ndustry, an a|| exc|us|ve
dishtv anthem communicates the passion and zeal of dishtv
to its consumers across segments that are practically run
by TV entertainment today. The brand is built around their
commitment to provide the most technologically advanced
products with the maximum content and excellent services
that refects the em|nence of not on|y the market |eader but
a set of people behind dishtv who are thought leaders in the
world of entertainment.
The key challenges in the future will be harnessing the
opportunities created out of DAS regime, containing the
cost of fund, steep taxation, satiate the ever increasing
appetite for new content.
SUBSIDIARY OPERATIONS
During the year under review, Essel Business Processes
Limited (earlier known as Integrated Subscriber
Management Services Limited) ceased to be a subsidiary of
your Company. For the purpose of enabling your Company
to have enhanced focus on its core DTH operations so that
it can expand customer base, raise revenue contributions
through product innovations and provisions of various
value added services, your Company divested its entire
shareholding in Essel Business Processes Limited on June
1, 2011. Accordingly, Essel Business Processes Limited
ceased to be a subsidiary of your Company from the date
of transfer.
10
Subsidiary in Singapore
Your Company, on the approval of the Board of Directors,
has incorporated a wholly owned subsidiary in Singapore
under the name and style of “Dish TV Singapore Pte. Ltd.”
The said Company is engaged in providing DTH related
service. The subsidiary company has been in operation
since November 2011.
The Ministry of Corporate Affairs, Government of India, has
allowed general exemption to Companies from complying
with Section 212 (8) of the Companies Act, 1956, provided
such compan|es pub||sh the aud|ted conso||dated fnanc|a|
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 Subsidiary of the
Oompany v|z. D|sh Tv S|ngapore Pte. |td., for the fnanc|a|
year ended March 31, 2012 are not being attached with the
Annua| Report of the Oompany and the spec|fed fnanc|a|
highlights of the said subsidiary company are disclosed in
the Annua| Report, as part of the Oonso||dated fnanc|a|
statements. The audited Annual Accounts and related
information of the subsidiary will be made available, upon
request and also be open for inspection at the Registered
Offce, by any Shareho|der.
As required by the Accounting Standard AS – 21 issued
by the Institute of Chartered Accountants of India and
||st|ng Agreement w|th the Stock exchange(s} the fnanc|a|
statements of the Oompany refect|ng the Oonso||dat|on
of the Accounts of its subsidiaries to the extent of equity
holding of the Company in these Companies are included
in this Annual Report.
Subsidiary in Sri Lanka
Your Company, on the approval of the Board of Directors,
formed a Joint Venture Company with Satnet (Private)
Limited, a DTH License holder in Sri Lanka, in the name
and style of Dish T V Lanka (Private) Limited in Sri Lanka in
Apr|| 2012. Your Oompany ho|ds 70% of the share cap|ta|
|n the sa|d Subs|d|ary Oompany and the ba|ance 30% |s
being held by Satnet (Private) Limited. The Management is
in the process of initiating the commercial operations of the
Subsidiary Company.
HOLDING COMPANY
Direct Media Distribution Ventures Private Limited (earlier
known as Dhaka Warriors Sports Private Limited), a
Company incorporated in India and being a part of
Promoter Group, held 515,916,648 fully paid up equity
shares (aggregat|ng to 48.51% of the pa|d up share cap|ta|}
of your Company and it acquired additional 28,975,000
fully paid up equity shares of the Company on December
26, 2011. Consequent to such acquisition, its aggregate
shareholding in the Company increased to 544,891,648
fu||y pa|d up equ|ty shares |.e. 51.19% of the pa|d up share
capital of the Company and thus Direct Media Distribution
Ventures Private Limited became the Holding Company of
your Company.
As on March 31, 2012, Direct Media Distribution Ventures
Private Limited holds 637,212,260 fully paid up equity
shares const|tut|ng 59.86% of the pa|d up share cap|ta| of
the Company.
SHARE CAPITAL
During the year, your Company issued and allotted 447,340
fully paid equity shares upon exercise of Stock Options by
the employees under the ‘ ESOP Scheme – 2007’ of the
Company.
During the Financial Year 2008-09, your Company had
come up with Rights Issue of 51,81,49,592 equity shares
of ` 1 each, issued at ` 22 per share (including premium of
` 21 per share), payable in three installments. Upon receipt
of va||d frst and second ca|| money, dur|ng the year under
review, the Company converted 307,331 equity shares
from ` 0.50 paid up to ` 0.75 paid up and 313,464 equity
shares from ` 0.75 paid up to fully paid up.
Pursuant to the issue of further shares under ESOP and
subsequent to conversion of partly paid shares, the paid up
capital of your Company during the year has increased from
` 1062,975,747 comprising of 1060,940,636 equity shares
of ` 1 each, fully paid up, 2,068,646 equity shares of ` 1
each - paid up ` 0.75 per share and 967,253 equity shares
of ` 1 each - paid up ` 0.50 per share to ` 1064,423,875
comprising of 1061,701,440 equity shares of ` 1 each, fully
paid up, 2,062,513 equity shares of ` 1 each - paid up `
0.75 per share and 659,922 equity shares of ` 1 each - paid
up ` 0.50 per share. As on March 31, 2012 the Company
has not received the valid Second call on 2,062,513 partly
pa|d shares and frst and second ca|| on 659,922 part|y pa|d
shares.
RIGHT ISSUE OF SHARES & UTILISATION OF
PROCEEDS THEREOF
Out of the total Right Issue size of ` 113,992.91 Lakhs,
your Company has received a sum of ` 113,722.32 Lakhs
11
your Company has received a sum of ` 113,722.32 Lakhs
towards the Share application and call money as at March
31, 2012, the details of which have been provided under
the preceding heading.
The utilization of Rights Issue proceeds are placed before
the Audit Committee on quarterly basis. The utilization is
du|y cert|fed by the Statutory Aud|tors on ha|f year|y &
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.
Your Board at its meeting held on May 28, 2009 approved
to make change in the manner of usage of right issue
proceeds. The manner of utilization of rights issue proceeds
as on March 31, 2012, is as under:
The Sixth Monitoring Report for half year period, July 2011
- December 2011 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, 2012, 117,035 GDRs have remained outstanding, the
underlying shares of which forms part of the existing paid
up capital of the Company.
The manner of utilization of GDR proceeds as on March 31,
2012, is as under:
EMPLOYEE STOCK OPTION SCHEME
In pursuance of the Securities and Exchange Board of India
(Employee Stock Option Scheme and Employee Stock
Purchase Scheme) Guidelines, 1999, your Board had
authorized the Remuneration Committee to administer and
implement the Company’s Employee Stock Option Scheme
(ESOP – 2007) including deciding and reviewing the eligibility
criteria for grant and / or issuance of stock options to the
eligible employees / directors under the Scheme. Further, in
view of the growing frequency of allotment of equity shares
pursuant to exercise of stock options by eligible employees
/ directors, your Board constituted an ESOP Allotment
Committee to consider, review and allot equity shares to the
eligible Employees / Directors exercising the stock options
under the Employee Stock Option Scheme (ESOP – 2007)
of the Company.
During the period under review, your Company allotted
447,340 fully paid equity shares upon exercise of the stock
options by eligible employee under the ESOP – 2007. During
the year, your Board approved the grant of 125,000 shares
to the eligible employees in pursuance to the ESOP – 2007.
Applicable disclosures relating to Employees Stock Options
as at March 31, 2012, pursuant to Clause 12 (Disclosure
in the Directors’ Report) of the SEBI (Employee Stock
Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999, are given as ‘ Annexure A’ to this Report.
A cert|fcate, as prescr|bed under O|ause 14 of the sa|d
Guidelines, obtained from Statutory Auditors shall be
available for inspection at the Annual General Meeting and
a copy of the same shall be available for inspection at the
reg|stered offce of the Company.
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
Operational Expenses 21,064.86
Less: Interest Earned (439.94)
Margin Money -
Bank Balances 20,633.77
Total 50084.55
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/ Operational
Expenses
19,407.28
Acquisition of Consumer Premises Equipment
(CPE) including leased CPE
26,000.00
Issue Expenses 544.52
Total 98,673.24
12
PUBLIC DEPOSITS AND LOANS / ADVANCES
During the year, your Company has not accepted any
Deposits under Section 58A and Section 58AA of the Act,
read with Companies (Acceptance of Deposits) Rules,
1975.
Pursuant to Clause 32 of the Listing Agreement, the
particulars of loans/ advances given to subsidiary have been
disclosed in the Annual Accounts of the Company.
CORPORATE GOVERNANCE
Your Company has in place the best governance practice
as laid down in Clause 49 of the Listing Agreement with the
Stock Exchanges. Your Company has documented internal
governance policies and put in place a formalized system
of Corporate Governance which sets outs 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 the Company.
Based on ‘ Corporate Governance Voluntary Guidelines
2009’ issued by the Ministry of Corporate Affairs in December
2009, your Board at its meeting held on July 20, 2011 has
constituted a Nomination Committee of your Board to inter-
alia evaluate the current process of nominating / appointing
Directors on the Board of your Company, formulating
guidelines for evaluation of candidature of individuals for
nominating and/ or appointing as a Director etc.
Your Company is in compliance of all mandatory
requirements regarding Corporate Governance as
stipulated under Clause 49 of the listing agreement with the
Stock Exchange(s). For the Financial Year ending 2012, the
Compliance Report is provided in the Corporate Governance
sect|on of the Annua| Report. A cert|fcate |ssued by the
Statutory Auditors of the Company on compliance of the
conditions of Corporate Governance stipulated in Clause
49 of the listing agreement with the Stock Exchange(s)
forms part of the Corporate Governance Report.
The report on Corporate Governance has been separately
provided in 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 the continuing
commitment by business to behave ethically and contribute
to economic development while improving the quality of life
of the workforce and their families as well as of the local
community and society at large. Your Company aims at
managing its business processes in such a way so as to
produce an overall positive impact on the society. CSR is
at the core of your Company’s vision and mission which
is achieved by focusing on the interest of the employees,
customers and shareholders of the Company and the
society at large.
As part of the Essel Group of Companies, your Company
has at a un|fed and centra||zed |eve|, put |n p|ace 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-sectar|an rat|ona| process of se|f-pur|fcat|on w|th
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, the Company did not pass any resolution
through postal ballot process prescribed under Section
192A of the Companies Act, 1956 read with Companies
(Postal Ballot) Rules, 2011.
DIRECTORS
In accordance with the provisions of Companies Act, 1956,
Mr. Arun Duggal and Dr. Pritam Singh, Directors, retire
by rotation at the ensuing Annual General Meeting of the
Company and being eligible, have offered themselves for
re-appointment. Your Board has recommended their re-
appointment in the overall interest of the Company.
Br|ef prof|e of the D|rectors proposed to be re-appo|nted,
has been included in the Report on Corporate Governance
forming part of the Annual Report.
AUDITORS
The Statutory Auditors M/ s B S R & Co., Chartered
Accountants, Gurgaon, having Firm Registration No.
13
101248W, ho|d offce unt|| the conc|us|on of the ensu|ng
Annual General Meeting and are eligible for re-appointment.
Your Oompany has rece|ved confrmat|on from the Aud|tors
to the effect that (i) their reappointment, if made would be
within the limits prescribed under Section 224(1B) of the
Oompan|es Act, 1956; (||} that they are not d|squa||fed for
reappointment within the meaning of Section 226 of the
sa|d Act and (|||} they have been prov|ded a va||d cert|fcate
from the Peer Review Board of the Institute of Chartered
Accountants of India.
AUDITORS’ REPORT
The report of the Statutory Auditor of the Company contains
qua||fcat|on statements.
The response of the Management to the comment of the
Statutory Auditor mentioned at serial number 5 (f) of the
Aud|t Report |s as fo||ows - The |ease renta| |s a fnanc|a|
transact|on based on cost of fund, taxat|on and cash fow
consideration. Depreciation is not directly linked with the
lease period but it is more to do with life of the set top
boxes, repair, maintenance and other service related
issues. However the Company has already put in place the
process of charging depreciation on Consumer Premises
Equipment in terms of the Accounting Standard 19 from
April 01, 2012.
The response of the Management to the comment of the
Statutory Auditor mentioned at serial number 5 (g) of the
Audit Report is as follows - The Company had received
a notice from Income Tax Department about the short
deduction of TDS on account of payment made to various
content prov|ders. We are frm|y of the op|n|on, on the
basis of various judicial pronouncements and legal advice
received, that we are not required to provide for such short
deduction.
The response of the Management to the comment of the
Statutory Auditor mentioned in Serial (viii) of the Annexure to
the Auditors’ Report is as follows - The relevant provisions
were made applicable to the Company in the current
fnanc|a| year and your Oompany |mmed|ate|y |n|t|ated steps
to develop and put in place infrastructure and process for
implementation of the same. The process of integration
of the records with SAP and the IT systems have been
completed. Further, though the Audit of Cost Records are
not mandatorily applicable for the Financial Year 2011 – 12,
your Company has proactively appointed M/ s Chandra
Wadhwa & Co., Cost Accountants as the Cost Auditor of
the Company for carrying out the said audit for the Financial
Year 2011-12 and issuance of necessary report.
The response of the Management to the comment of the
Statutory Auditor mentioned in Serial (ix) (a) of the Annexure
to the Auditors’ Report is as follows - The Entertainment
Tax is a state subject and in the year under review, some
additional states have imposed entertainment tax on
the DTH services. The Company has been proactive in
providing information and depositing taxes / levy / fee to
the Government Authorities within the prescribed time. The
delay in depositing the Entertainment tax has been due to
legal and procedural issues.
COST AUDIT
The Company has appointed M/ s Chandra Wadhwa & Co.,
Cost Accountants, as the Cost Auditor of the Company
for carrying out the Cost Audit for the Financial Year 2011-
12 and issuance of necessary report. The due date for
subm|ss|on of the Oost Aud|t Report for the fnanc|a| year
2011-12 is September 30, 2012.
CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNING AND
OUTGO
Your Company is in the business of providing Direct to
Home 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. 29, 30 and 31 to the notes to
the Accounts forming part of the Annual Accounts.
14
HUMAN RESOURCE MANAGEMENT
Human Resource Management continues to be the focus
area arising out of intense competition in the sector and
adoption of new technologies, contemporary practices and
cutting edge customer delivery system. This acts as one of
the differentiator in our customer satisfaction matrix vis-a-
vis the peer group and rising expectation of the subscribers.
During the year, various programmes were initiated to
upgrade the skill of the human resource of the Company.
The management of your Company aims at developing
such strategies that not only promise attraction of best
talent into the Company but also ensures their retention
by building trust and instilling devotion in them. Your Board
believes that employees are vital to the Company and
hence your Company aims to incorporate the planning &
control of manpower resource into the corporate level plans
so that all resources are used together in the best possible
comb|nat|on. Pay rev|s|ons and other benefts are des|gned
in such a way to compensate for good performance of the
employees of your Company.
The talent base of your Company has steadily increased and
your Company has created a favorable work environment
which encourages innovation and meritocracy.
The Company has also put in place a scalable recruitment
and human resource management process which ensures
retention of competent employees.
PARTICULARS OF EMPLOYEES
Your Board wishes to extend its appreciation to all the
employees of the Company for their exceptional 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
Oorporate Offce. None of the emp|oyees, except Mr.
Jawahar Lal Goel, listed in the said annexure are related to
any Director of the Company.
DIRECTORS’ RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217(2AA) of
the Companies Act, 1956, in relation to the Annual Financial
Statements for the Financial Year 2011-12, your Directors
confrm the fo||ow|ng:
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
fnanc|a| 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,
2012, and of the proft or |oss of the Oompany for the
year ended on that date;
c} Proper and suffc|ent 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.
ACKNOWLEDGEMENT
Your Board takes this opportunity to place on record
its appreciation for the dedication and commitment of
employees shown at all levels that has lead to the success
of your Company. Your Directors are obliged and express
gratitude to the continued support and assistance received
from the Central and State Governments, The Ministry of
Corporate Affairs (MCA), the Ministry of Information and
Broadcasting (MIB), the Department of Telecommunication
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.
For and on behalf of the Board
Jawahar Lal Goel B D Narang
Managing Director Director
Place: Noida
Date : 29 May 2012
15
Annexure ‘A’ to Directors’ Report
Statement as at March 31, 2012 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
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
3,073,050
184,500
30,000
589,200
160,900
201,250
837,050
125,000
` 75.20*
` 63.25*
` 37.55
` 47.65
` 41.45
` 57.90
` 58.95
` 93.20
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 numb er of Op tions Granted 5 , 2 0 0 , 9 5 0
D Total numb er of Op tions vested
(inc lud es op tion exerc ised )
1 , 3 9 4 , 0 3 6
E Op tions exerc ised 1 , 0 1 6 , 4 8 0
F the total numb er of shares
arising as a result of exerc ise of
op tions
1 , 0 1 6 , 4 8 0
G Total numb er of op tions lap sed 2 , 4 0 5 , 2 9 0
H Variation of terms of op tions Pursuant to ap p roval d ated August 2 8 , 2 0 0 8 of Remuneration Committee of the Board of
Direc tors and Sharehold ers, the op tions granted on August 2 1 , 2 0 0 7 and Ap ril 2 4 , 2 0 0 8 were
re- p ric ed at ` 3 7 . 5 5 p er op tion
I Money realized b y exerc ise of
op tions
` 3 9 , 7 6 2 , 9 5 0
J Total numb er of op tions in forc e 1 , 7 7 9 , 1 8 0
K Emp|oyee w|se deta||s of opt|ons granted (as on March 31, 2012|:
(|| Sen|or manager|a| personne|
Name Designation No. of Options Granted No. of Options outstanding
R C Venkateish CEO 563,400 563,400
Amitabh Kumar President - Technology 164,700 32,940
Rajiv Khattar President - Projects 167,950 33,590
Rajeev Kumar Dalmia CFO 171,100 34,220
Salil Kapoor COO 142,950 85,770
(||| Any other emp|oyee(s| who rece|ved a grant |n any one year of opt|on amount|ng to 5% or more of opt|on
granted during the year
Name Designation No. of Options granted
Sailaja Charan Pattnayak Deputy Vice President – Central Zone 40,000
Dilip Jayaram Vice President – Advertisement Sales 85,000
* Re-priced at ` 37.55 on August 28, 2008
16
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. 42 to the Standalone Financial
Statement
M Where the
Company has
calculated
the employee
compensation
cost using
the intrinsic
value of the
stock options,
the difference
between the
employee
compensa-
tion 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 profts and
on EPS of the
Company.
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
Expenses
accounted
for during the
period based
on intrinsic
value of the
options
- - - - - - - -
Additional
Expense had
the Company
recorded the
ESOP ex-
pense based
on fair value of
option (using
Black Scholes
method)
6,045,135 - 102,512 2,449,397 961,930 1,474,566 9,030,207 1,786,336
Impact on
profts and
EPS in case
of fair value
method was
employed for
accounting of
ESOP
EPS decrease by ` 0.02 per share
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
Weighted
– average
exercise
price (Pre re-
pricing) (` )
75.20 63.25 37.55 47.65 41.45 57.90 58.95 93.20
Weighted
– average
exercise
price (Post
re-pricing) (` )
37.55 37.55 37.55 47.65 41.45 57.90 58.95 93.20
Weighted –
average Fair
Value (Pre re-
pricing) (` )
40.45 - 23.87 30.61 26.64 36.57 37.54 55.32
Weighted –
average Fair
Value (Post
re-pricing) (` )
21.49 - 23.87 30.61 26.64 36.57 37.54 55.32
(|||} |dent|fed emp|oyees who were granted opt|ons, dur|ng
any year, equa| to or exceed|ng 1% of the |ssued cap|ta|
(excluding outstanding warrants and conversions) of the
Company at the time of grant
None
* Re-priced at ` 37.55 on August 28, 2008
17
ANNEXURE ‘A’ to Directors’ Report
O A descr|pt|on of the method and s|gn|fcant assumpt|ons used dur|ng the year to est|mate the fa|r va|ue of opt|ons, |nc|ud|ng 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
(i) risk-free interest rate
8.45% - 8.48% 6.36% 7.35% 7.89% 8.01% 8.23%
(ii) expected life (yrs.)
5 - 5 5 5 5 5 5
(iii) expected volatility
68.23% - 68.23% 73.47% 71.72% 64.89% 63.65% 60.68%
(iv) the price of the underlying share in
the market at the time of option grant
(` ); and
75.2* - 37.55 47.65 41.45 59.25 61.05 89.10
(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. Adjust-
ments 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
|s greater than one year, there |s cons|derab|e d|ffcu|ty |n est|mat|ng 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 B D Narang
Date : 29 May 2012 Managing Director Director
18
STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956 RELATING TO SUBSIDIARY
COMPANIES
1. Name of the Subsidiary Company Dish TV Singapore Pte. Limited
2. Financial year of the Subsidiary Company ended on 31-Mar-12
3. Holding Company’s interest 100%
4. Shares held by the Holding Company in the Subsidiary 1 Equity Share of 1 SGD fully ( ` 41) paid up
5. The net aggregate amount of proft / (|osses} of the Subs|d|ary
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, 2012 NIL
b) For the previous Financial Years of the Subsidiaries since it
became a Subsidiary
NIL
6. The net aggregate amount of proft / (|osses} of the Subs|d|ary
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, 2012 (2)
b) For the previous Financial Years of the Subsidiaries since it
became a Subsidiary
-
For and on behalf of the Board
Place : Noida Jawahar Lal Goel B D Narang
Date : 29 May 2012 Managing Director Director
Annexure to Directors’ Report
(` in lacs)
19
REPORT ON CORPORATE GOVERNANCE
Dish TV’s philosophy on Corporate Governance clearly envisages that Good Corporate Governance practices are sine qua
non for a sustainable business that aims at generating long term value for all its Stakeholders. Corporate Governance mainly
involves the establishment of structures and processes, with appropriate checks and balances that enable the Board, as
co||eg|an, to d|scharge the|r |ega| respons|b|||t|es |n a manner wh|ch |s benefc|a| to a|| Stakeho|ders. Your Oompany frm|y
believes that maintaining the highest standards of Corporate Governance is imperative in its pursuit of leadership in the
DTH Industry. Your Company strongly believes that Good Governance is a pre-requisite for establishing a relationship of
trust between the Company and its Stakeholders. Corporate Governance is a journey for constantly improving sustainable
value creation and maintaining an appropriate balance between the Stakeholders, the directors and the managers of the
Company. It is about how an organization is managed and operated. This includes its corporate structure, culture, policies
and the manner in which it deals with various Stakeholders.
Corporate Governance philosophy of Dish TV India Limited (Dish TV) stems from its belief that the Company’s business
strategy, plans and decisions should be consistent with the welfare of all its Stakeholders, including Shareholders,
Subscribers, Employees, etc. Your Company further believes that the quest for excellence in performance rests on
unf|nch|ng adherence to the core va|ues of |ntegr|ty, honesty, transparency and accountab|||ty |n a|| bus|ness transact|ons.
These beliefs are based on a rich legacy of fair and ethical business practices and steadfast commitment to uphold
professional integrity. Your Company believes that sound Corporate Governance is critical for enhancing and retaining
investor trust and your Company always seeks to ensure that its performance goals are met with integrity.
Your Company is committed to adopt best governance practices and its adherence in true spirits at all times. 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 |ts Manua|, the Oompany ensures that the Board of D|rectors are we|| |nformed and equ|pped to fu|f|| the|r overa||
responsibilities and to provide management with the strategic direction needed to generate long term shareholders value.
Effective Corporate Governance requires a clear understanding of the respective roles of the Board and the Senior
Management and their relationship with others in the corporate structure. With this understanding in mind, your Board
exercises its 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
va|ue for the ent|re spectrum of |ts Stakeho|ders |ead|ng to |ong term benefts to the soc|ety at |arge. Our d|sc|osures 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.
In accordance with the requirement of Stock Exchanges and as per Clause 49 of the Listing Agreement, the Compliance
Report on the Corporate Governance is as under:
BOARD OF DIRECTORS
Your Company believes that a dynamic, vigorous, well - informed and independent Board is necessary to ensure highest
standards of Corporate Governance. The composition of the Board of Directors of your Company is in conformity with
the provisions of the Listing Agreement and the Companies Act, 1956. The day-to-day management of the Company is
entrusted with the Key Management Personnel led by the Managing Director who operates under the superintendence,
direction and control of the Board. The Board reviews and approves strategy and oversees the actions and performance
of the management to ensure that the long-term objective of improving Stakeholders’ value is met.
The major|ty of your Board members, |.e. 5 (fve} out of 9 (n|ne}, are lndependent D|rectors and the Aud|t, Remunerat|on
and Selection Committees of the Board comprise of majority of Independent Directors.
B $PNQPTJUJPOPG#PBSE
Your Company has a balanced Board with combination of Executive and Non-Executive Directors, to ensure
independent functioning and the composition of the Board is in conformity with Clause 49 (I) (A) of the Listing
20
Agreement. The Board reviews and approves strategy and oversees the actions and performance of the
Management to ensure that the long-term objective of enhancing Stakeholder’s value is met. Independent Directors
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their being Independent as laid down in Clause 49 of the Listing Agreement.
Composition of the Board as at March 31, 2012
b| Board Membersh|p & Term:
The Non-Executive Directors are liable to retire by rotation and one third of the said Directors retire every year and
if eligible, offer themselves for re-appointment.
c| Board Meet|ngs and Procedures:
During the Financial Year 2011-12 under review, 5 (Five) meetings of the Board were held on - May 23, 2011, July
20, 2011, October 19, 2011, January 19, 2012 and March 27, 2012. The intervening period between the Board
Meetings were well within the maximum 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
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Particulars of Directors, their attendance at the Annual General Meeting and Board Meetings held during the Financial
Year 2011-12 and also their other directorships in Public Companies (excluding Private Limited Companies, Foreign
Companies and Section 25 Companies) and membership of other Board Committees as at March 31, 2012 are as
under:
*Alternate Director to Mr. Mintoo Bhandari
PD: Promoter Director NED: Non-Executive Director ED: Executive Director
ID: Independent Director ND: Nominee Director ALT: Alternate Director
Category of Directors No. of Directors % to Tota| No. of D|rectors
Exec utive Direc tor(s) 1 1 1
Non- Exec utive Ind ep end ent Direc tors 5 5 6
Other Non- Exec utive Direc tors 3 3 3
Total 9 100
Name of Director Category Attendance at: No. of Director-
ships of other
Public
Companies
No. of Memberships of
Board Committees**
Board Meetings
(Tota| F|ve Meet-
|ngs|
23rd AGM held
on August 30,
2011
As Member As
Chairman
Subhash Chandra PD, NED 3 No 5 - -
Jawahar Lal Goel PD, ED 5 Yes 5 1 -
Ashok Kurien PD,NED 3 Yes 1 2 2
Bhagwan Dass
Narang
NED,ID 5 Yes 9 6 4
Arun Duggal NED,ID 5 Yes 11 2 3
Pritam Singh (Dr.) NED,ID 2 No 4 2 1
Eric Zinterhofer NED,ID - No - - -
Lakshmi Chand NED,ID 5 Yes - - -
Mintoo Bhandari NED,ND 3 No 2 4 -
Sanjay H Patel ALT* - No - - -
21
**Committee Membership details do 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 alone has been considered.
The calendar of meetings is planned in advance for the whole year 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
g|v|ng appropr|ate not|ce to dea| w|th the bus|ness ex|genc|es/urgenc|es/spec|fc needs of the Oompany. Board
meet|ngs are genera||y he|d at the Oorporate Offce of the Oompany at No|da wh|ch are governed by a su|tab|y
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 meeting. Any 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. In special circumstances additional or supplementary items
are permitted to be taken up under ‘ any other item’ . To afford necessary insight into the working of the Company
and for d|scuss|ng corporate strateg|es, the Oh|ef Execut|ve Offcer and Oh|ef F|nanc|a| Offcer are |nv|ted to the
Meetings of the Board. In addition, the functional heads of various departments of the organization are also invited
at the meetings, as and when required, to present updates on their core areas. All information required to be placed
before the Board of Directors as per Clause 49 of the Listing Agreement, are considered and taken on record /
approved by the Board. The Board reviews Compliance Reports in respect of laws and regulations relevant to the
Company.
d| Br|ef Proñ|e of D|rectors of the Company, |nc|ud|ng those to be re-appo|nted at the ensu|ng Annua|
General Meeting:
1. Mr. Subhash Chandra, is Non-Executive Chairman of the Company and promoter of Essel Group of
Companies which 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 country`s frst sate|||te H|nd| channe| Zee Tv |n 1992 and |ater the frst pr|vate news channe|, Zee News. The
ZEE Network today has over 600 million viewers in 168 countries. His bouquet of businesses includes television
networks (ZEE & ZNL), a newspaper chain (DNA), cable systems (Wire and Wireless (India) Ltd.), Direct-to-
Home (Dish TV), Satellite Communications (Agrani and Procall), Theme parks (Essel World and Water Kingdom),
Online Gaming (Playwin), Education (Zee Learn), Flexible packaging (Essel Propack), Infrastructure development
(Essel Infraprojects Ltd.) 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. Chandra’s ventures are path-breaking in nature, be it the Essel Propack, which is the largest speciality
packag|ng company |n the wor|d; As|a`s |argest amusement park Esse| Wor|d; or the frst sate|||te te|ev|s|on |n
India (Zee TV).
Mr. Chandra has been recipient of numerous industry awards and civic honors including (a) Entrepreneur of the
Year (Ernst & Young) [1998]; (b) Businessman of the Year (Business Standard) [1999]; (c) Enterprising CEO of
the Year (International Brand Summit) [1999]; (d) Global Indian Entertainment Personality of the Year by 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. Ohandra has made h|s mark as an |nfuent|a| ph||anthrop|st |n lnd|a. He has set up TA|EEM (Transnat|ona|
Alternate Learning for Emancipation and Empowerment through Multimedia) to provide access to quality
22
education through distance and open learning. He is also the Chairman of the Ekal Vidyalaya Foundation of
India — a movement to eradicate illiteracy from rural and tribal India. The Foundation provides free education
to nearly 10,35,444 (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 Oompany, Mr. Ohandra ho|ds d|rectorsh|p |n fve (5} other lnd|an Pub||c ||m|ted Oompan|es v|z.
Zee Entertainment Enterprises Limited, Essel Infraprojects Limited, Essel Propack Limited, Wire and Wireless
(India) Limited and Zee News Limited.
Mr. Chandra does not hold any equity shares of the Company in his name as at March 31, 2012.
2. Mr. Jawahar Lal Goel, was appointed as the Managing Director of the 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 India’s most modern and advanced technological infrastructure.
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 India’s most modern and advanced technological infrastructure for the implementation
of Conditional Access System (CAS) and Direct To Home (DTH) services through Headend 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 to the consumers (TV viewers) enormously.
Apart from the Oompany, Mr. Goe| ho|ds d|rectorsh|p |n fve (5} other lnd|an Pub||c ||m|ted Oompan|es v|z.,
Chiripal Industries Ltd., Essel International Ltd., Essel Infraprojects Ltd., Rankay Investment and Trading
Company Ltd. and Zee-Turner Limited.
As on March 31, 2012, Mr. Goe| ho|ds 176,800 equ|ty shares compr|s|ng of 0.02% of the pa|d up cap|ta| |n the
Company.
3. Mr. Bhagwan Dass Narang, is an Independent Non-Executive Member of the Board. 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 Chairman of the Committee on Banking procedures set
up by lnd|an Banks Assoc|at|on for the year 1997-98, Oha|red a pane| on ser|ous fnanc|a| frauds appo|nted by
RBl, Oha|red a Pane| on fnanc|a| construct|on |ndustry appo|nted by lnd|an Banks Assoc|at|on(lBA}, appo|nted
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 IBA’s 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 nine (9) other Indian Public Limited Companies viz.,
Shivam Autotech Ltd., Afcon Infrastructure Ltd., VA Tech Wabag Ltd., Amar Ujala Publications Ltd., Revathi
Equipment Ltd., Karvy Stock Broking Ltd., DSE Financial Services Ltd., Lakshmi Precision Screws Ltd. and
Mayar Health Resorts Limited.
As on March 31, 2012, Mr. Narang ho|ds 3,000 equ|ty shares compr|s|ng of 0.00% of the pa|d up cap|ta| |n the
Company.
23
4. Mr. Ashok Kurien, is a Non-Executive member of the Board. Mr. Kurien has been in the business of building
brands for over 35 years, part|cu|ar|y |n the fe|ds of Med|a, Market|ng and Oommun|cat|ons. An ear|y b|rd, Mr.
Ashok Kurien has the keen eye of driving start-ups in emerging businesses and guiding them to size and scale,
such as TV, Lottery, PR and dot coms, where he both invested and mentored, which have been resounding
success stor|es. Mr. Ashok Kur|en`s Pass|on to 'go on h|s own` fred h|s amb|t|on, resu|t|ng |n the format|on of
Amb|ence Advert|s|ng |n 1987, one of the most form|dab|e creat|ve powerhouse |n |ts frst decade. Amb|ence
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 leads their mergers and acquisitions for India.
Mr. Ashok Kurien is a Founder-Promoter/ Director of Zee Entertainment Enterprises Limited (ZEEL), under the
leadership of Mr. Subhash Chandra. He is a Founder-Promoter/ Director and Strategic Marketing Advisor to
Dish TV and Playwin. He is a Founder-Promoter of India.com, the Joint Venture between ZEEL and Mail.com,
which he helped conceptualize and establish. He is also a Founder Partner of Hanmer & Partners, one of India’s
top-three Pub||c Re|at|ons agenc|es, He |s Founder Partner |n F|ora2000, one of the |ead|ng g|oba| on||ne fower
d|str|but|on serv|ces, as we|| as Rem|ndo, an Offce Emp|oyee Engagement Network.
Desp|te the he|ghts he has ach|eved |n h|s career, Mr. Kur|en has h|s feet frm|y rooted to the ground. He be||eves
in commitment to society and is involved with a number of charities, NGOs and social service organizations.
Apart from the Company, Mr. Kurien holds directorship in one (1) other Indian Pubic Limited Company viz., Zee
Entertainment Enterprises Ltd.
As on March 31, 2012, Mr. Kur|en ho|ds 1,174,150 equ|ty shares, compr|s|ng of 0.11% of pa|d up cap|ta| of the
Company.
5. Mr. Arun Duggal, is an Independent Non-Executive member of the Board. 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
compan|es and fnanc|a| |nst|tut|ons on F|nanc|a| Strategy, M&A and Oap|ta| Ra|s|ng. He |s a ÜS Nat|ona| and
Overseas Citizen of India.
Mr. Duggal is involved in several initiatives in social and education sectors. Mr. Duggal is Chairman of Bellwether
M|crofnance Fund, a soc|a| sector fund, wh|ch prov|des equ|ty cap|ta| to sma||er, prom|s|ng M|cro F|nance
organizations. He was erstwhile Chairman of the American Chamber of Commerce, India. He was 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
|nternat|ona| fnance and from 1981-1990 he was head of Bank of Amer|ca`s (o|| & gas} pract|ce hand||ng
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 America’s business in Japan, Australia and Korea. From 2001 to 2003
he was Oh|ef F|nanc|a| Offcer of HO| Techno|og|es, lnd|a.
. Apart from the Company, Mr. Duggal holds directorship in Eleven (11) other Indian Public Limited Companies
viz., Patni Computer Systems Ltd., Shriram EPC Ltd., Shriram City Union Finance Ltd., Shriram Transport
Finance Co. Ltd., Shriram Properties Ltd., Shriram Capital Ltd., Info Edge (India) Ltd., Adani Ports and Special
Economic Zone Limited, Educomp School Management Limited, Zuari Holdings Limited and Zuari Industries
Ltd.
As on March 31, 2012, Mr. Duggal does not hold any shares in the Company.
24
6. Pr|tam S|ngh (Dr.|, is an Independent Non-Executive member of the Board. Dr. Singh is an M.Com (BHU),
MBA (USA), Ph.D. (BHU) and author of seven academically reputed books and published over 50 research
papers. Dr. Pritam Singh is one of the pioneers of management education in India who has devoted his life to
the development of management education in India and abroad. Dr. Singh received the “Padam Shri” award
|n 2003 for h|s contr|but|ons |n th|s fe|d. He |n|t|ated a number of soc|a| projects focus|ng on Hea|thcare,
Education, Water Management and Road Building for the surrounding community to improve the quality of life.
Owing to his contributions towards building intellectual capital at Administrative Staff College and refocusing of
IIM Bangalore as a truly integrated management school, he is branded as a Change Master par excellence and
a Renaissance leader.
Dr. Singh holds directorship in four (4) other Indian Public Limited Companies viz., Hero Motocorp Limited,
Parsvnath Developers Ltd., Godrej Properties Ltd. and Dena Bank Ltd.
As on March 31, 2012, Dr. Singh does not hold any shares in the Company.
7. Mr. Eric Louis Zinterhofer, is an Independent Non-Executive member of the Board. Prior to co-founding
Searchlight Capital Partners, L.P. in 2010, Eric was a senior partner at Apollo Management, L.P. (“Apollo”) which
he jo|ned |n 1998. ln the |ast fve years, Mr. Z|nterhofer served on the Board of D|rectors of Affn|on 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. and Hunter Boot Limited. 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 from the Harvard Business
School.
Mr. Zinterhofer does not hold directorship in any other Indian Public Limited Companies.
As on March 31, 2012, Mr. Zinterhofer does not hold any shares in the Company.
8. Mr. Lakshmi Chand, is an Independent Non-Executive Director on the Board of the 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 I.A.S. in 1969 in UP cadre. 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 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
Oomm|ss|on for Denot|fed, Nomad|c & Sem|-Nomad|c Tr|bes as Member Secretary for 2 ½ years. He ho|ds
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, 2012, Mr. Lakshmi Chand does not hold any shares in the Company.
9. Mr. Mintoo Bhandari, is a Non – Executive Nominee Director of Apollo India Private Equity II (Mauritius) Limited
on the Board of the Company with effect from October 27, 2010. Prior to that he was on the Board of the
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.
25
Mr. Bhandari is the Managing Director of AGM India Advisors Private Ltd., 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, 2012, Mr. Bhandari does not hold any shares in the Company.
10. Mr. Sanjay Hiralal Patel, is an Alternate Director to Mr. Mintoo Bhandari on the Board of the Company with
effect from October 27, 2010 to December 16, 2010 and then with effect from March 25, 2011. Mr. Patel is
Managing Partner and Head of International Private Equity at Apollo Management International, resident in
the |ondon offce. He jo|ned Apo||o |n March 2010 and s|ts on the Sen|or Management Oomm|ttee. He was
previously a partner at Goldman Sachs where he was co-head of European and Indian Private Equity for the
Principal Investment Area (PIA).
Mr. Patel was also a member of Goldman Sachs Partnership Committee and also a member of the Investment
Committee of the Goldman Sachs Foundation. Mr. Patel started his career at Goldman Sachs in 1983 and
spent seventeen years in PIA in New York and London. He also served as President of Greenwich Street
Capital from 1998 to 2003. Mr. Patel serves on the Boards of Brit Insurance N.V., Countrywide Holdings Ltd. He
is a Trustee of the American School in London and the Private Equity Foundation in the UK. He also serves on
the Board of Overseers’ Committee on University Resources for Harvard College and the Executive Committee
of the Harvard College Fund.
Mr. Patel received an engineering degree, magna cum laude, from Harvard College and received his MBA from
Stanford University. He was educated at Eton College in the U.K., where he was a King’s Scholar.
Mr. Patel does not hold directorship in any other Indian Public Limited Company.
As on March 31, 2012, Mr. Patel does not hold any shares in the Company.
F $PEFPG$POEVDU
In conformity with the Clause 49 of the Listing Agreement, the Company has adopted a Code of Conduct for the
Board and the Sen|or Management of the Oompany. The Board and Sen|or Management Personne| annua||y affrm
the compliance of such Code of Conduct. The Code has also been posted on Company’s website viz. www.dishtv.in.
A|| the members of the Board and the Sen|or Management have affrmed comp||ance to the sa|d Oode of Oonduct
during the Financial Year ended March 31, 2012. A declaration signed by the Managing Director of the Company as
per the ||st|ng Agreement affrm|ng comp||ance w|th the code of conduct by the members of the Board and Sen|or
Management personnel is given below:
26
BOARD COMMITTEES
Your Board has const|tuted var|ous Board and Execut|ve Management Oomm|ttees |n order to fac|||tate smooth fow of
day-to-day business of the Company. 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| Aud|t Comm|ttee
Composition: The composition of the Audit Committee of the Board is in compliance of the Section 292A of
the Companies Act, 1956, and Clause 49 of the Listing Agreement with the Stock Exchanges. It consists of 5
(Five) members as on March 31, 2012, three of whom are Independent Directors, with Mr. B D Narang, a Non-
Execut|ve lndependent D|rector, as |ts Oha|rman. A|| members of the Oomm|ttee are fnanc|a||y ||terate and possess
account|ng and re|ated fnanc|a| management expert|se.
As on March 31, 2012, the Audit Committee comprised of the following members:
Primary Objective: The Primary objective of the Audit Committee of the Company is to assist the Board in effective
superv|s|on of the fnanc|a| report|ng processes to ensure proper d|sc|osure of fnanc|a| statements and report|ng
practices of your Company and its credibility and compliance with the Accounting Standards, Stock Exchanges and
other |ega| and regu|atory requ|rements. lts key purpose |s to ana|yze the management fnanc|a| report|ng process
|n order to ensure spec|fc, t|me|y and proper d|sc|osure and transparency, |ntegr|ty and qua||ty of fnanc|a| report|ng.
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:
º Oversee|ng of Oompany`s fnanc|a| report|ng process and d|sc|osure of |ts fnanc|a| |nformat|on;
º Rev|ew w|th the management, quarter|y and annua| fnanc|a| statements;
º Rev|ew of Re|ated Party Transact|ons;
Dec|arat|on pursuant to C|ause 49 I (D| (||| of the L|st|ng Agreement
l confrm that the Oompany has obta|ned from a|| D|rectors and Sen|or Management personne| of the Oompany the|r affrmat|on 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, 2012.
Jawahar Lal Goel
Managing Director
Noida, May 29, 2012
Name of the Director Designation Category Date of the Appointment
B.D. Narang Chairman Non-Executive Independent January 6, 2007
Arun Duggal Member Non-Executive Independent January 6, 2007
Pritam Singh (Dr.) Member Non-Executive Independent April 27, 2007
Ashok Kurien Member Non-Executive - Promoter February 1, 2009
Mintoo Bhandari Member Non-Executive - Nominee October 27, 2010
27
º Rev|ew of Oompany`s fnanc|a| and r|sk management po||c|es;
º Rev|ew w|th the management, Statutory and lnterna| Aud|tors, adequacy of |nterna| contro| systems;
º Rev|ew of fnanc|a| statements, |nvestment, m|nutes and re|ated party transact|ons of Subs|d|ary Oompany;
º Recommend to the Board the appo|ntment, re-appo|ntment and remova| of the Statutory Aud|tor and Oh|ef
lnterna| Aud|tor, Oost Aud|tor and fxat|on of the|r remunerat|on;
º D|scuss|on w|th Statutory Aud|tors about the nature and scope of aud|t as we|| as post aud|t d|scuss|on to
ascertain any area of concern and internal control weaknesses observed by the Statutory Auditors;
º Rev|ew|ng w|th the Management, the Annua| F|nanc|a| Statements before subm|ss|on to the Board |n re|at|on
to items to be included for compliance of Section 217(2AA) of the Companies Act, 1956, compliance with
||st|ng and other requ|rements and qua||fcat|ons |n the Draft Aud|t Report, |f any;
º D|scuss|on of lnterna| Aud|t Reports w|th lnterna| Aud|tors and s|gn|fcant fnd|ngs and fo||ow up thereon and
in particular internal control weaknesses and reviewing the adequacy of internal audit function; and
º Rev|ew the funct|on|ng of the Wh|st|e B|ower Mechan|sm.
Aud|t Oomm|ttee meet|ngs are genera||y attended by the Manag|ng D|rector, Oh|ef Execut|ve Offcer, Oh|ef F|nanc|a|
Offcer and representat|ve of Statutory Aud|tors of the Oompany. lnterna| Aud|tors attends Aud|t Oomm|ttee Meet|ngs
wherein the Internal Audit reports are considered by the Committee. 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 2011-12. The Company’s
system of |nterna| contro|s cover|ng a|| departments |nc|ud|ng fnanc|a|, operat|ona|, comp||ance, lT, HR, Serv|ce,
etc., are reviewed by the Internal Auditors from time to time. Presentations are also made by the Auditors before the
Audit Committee on quarterly basis covering the Audit areas covered.
Your Company’s Audit Committee inter-alia, reviews the adequacy of internal audit function, the internal audit
reports and reviews the internal control weaknesses. The Audit Committee is provided necessary assistance and
|nformat|on to render |ts funct|on effc|ent|y.
Audit Committee Meetings
During the Financial year 2011-12, the Committee met six (6) times i.e. on May 2, 2011, May 23, 2011, July 20,
2011, October 19, 2011, January 19, 2012 and March 27, 2012.
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 Tota|
B.D. Narang 6 6 100 Y
Arun Duggal 6 5 83 Y
Pritam Singh (Dr.) 6 2 33 N
Ashok Kurien 6 3 50 Y
Mintoo Bhandari 6 3 50 N
28
Mr. B.D. Narang, Chairman of the Audit Committee was present at the Annual General Meeting of the Company
held on August 30, 2011, to answer the Shareholder queries.
b| Remunerat|on Comm|ttee
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.
The Composition of the Remuneration Committee as on March 31, 2012 is as under:
Terms of Reference: The Committee has the mandate to inter-alia, review the overall compensation policy, service
agreements and other employment conditions of Senior Management and Executive Director(s). 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
compensat|on |s we|| w|th|n the overa|| ||m|t spec|fed by the Oompan|es Act, 1956, subject to the approva| 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, two (2) Remuneration Committee Meetings were held on the following dates - May
23, 2011 and July 20, 2011.
Attendance at Remuneration Committee Meetings:
Remunerat|on Oomm|ttee Meet|ngs are genera||y attended by the Manag|ng D|rector and Oh|ef F|nanc|a| Offcer of
the Company also.
Remuneration paid to the Managing Director during the year:
* The above remuneration includes payment of the permitted Leave Travel Allowance of ` 337,097/ - which pertains
to the prev|ous fnanc|a| year.
Name of the Director Designation Date of the Appointment
B.D. Narang Chairman January 6, 2007
Arun Duggal Member January 6, 2007
Pritam Singh (Dr.) Member April 27, 2007
Names of the Committee Members Meeting Details
Held during the tenure
of Director
Attended % of Tota|
B.D. Narang 2 2 100
Arun Duggal 2 2 100
Pritam Singh (Dr.) 2 1 50
Name Position Remunerat|on (`|
Salary and Allowances
Employer’s Contribution
to Prov|dent Fund (`|
Jawahar Lal Goel Managing Director 7,868,297* 388,800
29
Mr. Jawahar Lal Goel, Managing Director of the Company had been re-appointed w.e.f January 6, 2010 for period
of 3 years in terms of resolution passed by the shareholders at the 21
st
AGM held on August 3, 2009. The said re-
appointment and terms thereof has been approved by the Ministry of Corporate Affairs, Government of India, vide
their approval letter dated July 23, 2010 and his term as Managing Director of the Company shall expire on January
5, 2013.
Remuneration to Non-Executive Directors
During the Financial Year 2011-12, 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, which is within the permissible limits prescribed
by Section 310 of the Companies Act, 1956, read with Rule 10B Central Government (General Rules and Forms)
1956.
Particulars of Sitting Fee paid to Non-Executive Directors of the Company for Financial Year 2011-12 are as under:
Besides the above stated sitting fees, 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) on August 28, 2008 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.
Particulars of Stock Options Granted to the Non-Executive Directors and exercised / outstanding as at March 31,
2012 is as under:
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.
S. No. Name of Director 4JUUJOH'FFT`
1 Subhash Chandra 60,000
2 B D Narang 2,35,000
3 Ashok Kurien 1,65,000
4 Arun Duggal 2,05,000
5 Pritam Singh (Dr.) 85,000
6 Eric Zinterhofer Nil
7 Lakshmi Chand 1,90,000
8 Mintoo Bhandari 1,20,000
9 Sanjay Hiralal Patel Nil
Name of the Directors Category No. of Options Granted Options Vested Options Exercised
B. D. Narang Non-Executive Independent 7500 4500 3000
Pritam Singh (Dr.) Non-Executive Independent 7500 4500 -
Arun Duggal Non-Executive Independent 7500 4500 -
Eric Zinterhofer Non-Executive Independent 7500 4500 -
30
c| Se|ect|on Comm|ttee
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 on 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 w|th D|rector`s Re|at|ves (Offce or P|ace of Proft} Amendment Ru|es, 2011 to eva|uate the process of se|ect|ng
and appo|nt|ng a D|rector or a re|at|ve of D|rector to ho|d any offce or p|ace of proft |n the Oompany wh|ch carr|es
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 July 20,
2011, to consider and approve an appointment under Section 314 (1B) of the Companies Act, 1956.
d| Share Transfer and Investors Gr|evance Comm|ttee
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 Members. The
Company Secretary is the Secretary to the Committee.
The pr|mary ro|e of the Oomm|ttee |s to bu||d |nvestor re|at|ons, by superv|s|ng and ensur|ng effc|ent and jud|c|ous
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,
demater|a||zat|on, sp||t of shares, conso||dat|on, etc. of shares of the Oompany to the offc|a|s of the secretar|a|
department.
Mr. Ranj|t S|ngh, Oompany Secretary |s the Oomp||ance Offcer of the Oompany.
Meeting and attendance during the year: During the period under review, Share Transfer and Investors
Grievance Committee met on July 20, 2011, October 19, 2011 and March 27, 2012. The meetings were attended
by all the members of the Committee.
Deta||s of number of requests/comp|a|nts rece|ved and reso|ved dur|ng the year ended March 31, 2012,
are as under:
e| Budget Comm|ttee
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 Company’s Annual Budget, and
to review, ratify and approve variation(s) in any particular revenue budgeted line item from the approved budget for
Nature of Correspondence Received Rep||ed/Reso|ved Pending
Non receipt of Shares
Non receipt of Annual Report
Non receipt of Dividend Payment
Non receipt of Fractional Payment
Non rece|pt of confrmat|on on Oa|| Money
Complaint lodged with SEBI
Complaint lodged with ROC
Complaint lodged with NSE/ BSE
0
5
3
0
0
1
1
1
0
5
3
0
0
1
1
1
-
-
-
-
-
-
-
-
Total 11 11 Nil
31
that part|cu|ar |tem. The Oompany Secretary |s the Secretary to the Oomm|ttee and the Oh|ef F|nanc|a| Offcer 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 27, 2012. The meeting was attended by all the members.
(f| ESOP A||otment Comm|ttee
Composition: The ESOP Allotment Committee was constituted on October 26, 2010 and comprises of Mr.
Jawahar Lal Goel, Managing Director, Mr. Ashok Kurien, Non–Executive 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 of your
Company.
Mr. Ranjit Singh, Company Secretary of the Company acts as Secretary to the Committee.
Dur|ng the year fve (5} ESOP A||otment Oomm|ttee Meet|ngs were he|d on Apr|| 29, 2011, June 6, 2011, Ju|y 6,
2011, August 23, 2011 and November 28, 2011.
Attendance at ESOP Allotment Committee Meetings
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
fnanc|ng fac|||t|es offered and/or sanct|oned to the Oompany by var|ous Banks and/or lnd|an F|nanc|a|
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. 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.
3. 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.
4. Nomination Committee: 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, the Board has constituted a
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.
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
Names of the
Committee Members
Meeting Details
Held during the tenure of
Director
Attended % of Tota|
Jawahar Lal Goel 5 5 100
Lakshmi Chand 5 5 100
Ashok Kurien 5 0 0
32
meetings held after previous Board Meeting are circulated to the Board members along with agenda papers and
are placed for record by the Board at its Meeting.
RELATIONSHIP BETWEEN DIRECTORS INTER-SE
Mr. Subhash Chandra, Non-Executive Director and Chairman 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. Arun Duggal and Dr.Pritam Singh, Directors of the Company, retire at the ensuing Annual General Meeting
and being eligible, have offered their re-appointment as Directors of the Company. Your Board has recommended the re-
appointment of these retiring Directors.
AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE
As enunc|ated by O|ause 49 of the ||st|ng Agreement, the Statutory Aud|tors` Oert|fcate |s annexed to th|s Annua| Report.
$&0$'0$&35*'*$"5*0/
ln terms of the prov|s|ons of O|ause 49 (v} of the ||st|ng Agreement w|th the Stock Exchanges, the OEO/OFO cert|fcat|on
is annexed to this Annual Report.
GENERAL MEETINGS
The 24
th
Annual General Meeting of the Company for the Financial Year 2011-12 will be held at 11:00 A.M. on Thursday,
August 9, 2012 at NCUI Auditorium, 3, Siri Institutional Area, August Kranti Marg, New Delhi – 110 016.
Details of Annual General Meetings held during last 3 years are as follows:
Financial year Ended Date & Time Venue Special Resolution Passed
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. Sub-
hash Chandra, Chairman, to hold
an offce or p|ace of proft as 'Zona|
Head – Delhi Zone’ of the Company
March 31, 2010 Thursday, December 16,
2010, 1130 Hrs
Seven Seas, B-28, Ring
Road, Lawrence Road In-
dustrial Area, Delhi -110 035
Appointment of Mr. Gaurav Goel,
to ho|d an offce or p|ace of prof-
it 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 cre-
ation of mortgage and / or charge on
all or any of Company’s immovable
and / or movable assets, both pres-
ent and future, pursuant to Section
293(1)(a) of the Companies Act, 1956.
33
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.
DISCLOSURES:
(a| Bas|s of Re|ated Party Transact|ons:
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 arm’s length basis are required to be placed
before the Audit Committee.
5IFSF BSF OP NBUFSJBMMZ TJHOJåDBOU 3FMBUFE 1BSUZ 5SBOTBDUJPOT JF USBOTBDUJPOT NBUFSJBM JO OBUVSF CFUXFFO UIF
$PNQBOZ BOE JUT 1SPNPUFST %JSFDUPST PS .BOBHFNFOU PS UIFJS SFMBUJWFT FUD IBWJOH BOZ QPUFOUJBM DPOæJDU XJUI
interests of the Company at large. The Company places all the relevant details before the Audit Committee and the
Board on Quarterly and Annual Basis.
(b| R|sk Management
The Company shall put in place procedures and guidelines for risk assessment and minimization for information
of the Board Members. Such procedures need and shall be periodically reviewed in light of industry dynamics to
FOTVSFUIBUFYFDVUJWFNBOBHFNFOUDPOUSPMTSJTLUISPVHINFBOTPGBQSPQFSMZEFåOFEGSBNFXPSL
The Company has a comprehensive risk management policy and the same is periodically reviewed by the Board
of Directors. The Risk Management and Internal Control is discussed in detail in the Management Discussion and
Analysis that forms a part of this Annual Report.
(c| Proceeds from pub||c |ssues, r|ghts |ssues, preferent|a| |ssues etc.
In terms of Clause 49 IV (D) of the Listing Agreement with the Stock Exchanges, if the Company raises any Capital
during the year, then it should disclose to the Audit Committee, the uses / applications of funds on a quarterly basis
BTBQBSUPGUIFJSRVBSUFSMZEFDMBSBUJPOPGåOBODJBMSFTVMUT'VSUIFSPOBOBOOVBMCBTJTUIF$PNQBOZTIBMMQSFQBSF
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.
5IJTTUBUFNFOUTIBMMCFDFSUJåFECZUIF4UBUVUPSZ"VEJUPSTPGUIF$PNQBOZ'VSUIFSNPSFXIFSFUIF$PNQBOZIBT
appointed a Monitoring Agency to monitor the utilization of proceeds, it shall place before the Audit Committee the
Monitoring Report of such agency.
March 31, 2009 Monday, August 3, 2009
1130 Hrs
NCUI Auditorium, 3, Siri
Institutional Area, August
Kranti Marg, New Delhi –
110 016
Re-Appointment of Mr. Jawa-
har Lal Goel as Managing Direc-
tor for a period of three years;
Fund raising in the form of any
security(ies), convertible into eq-
uity shares and / or equity linked
securities, upto maximum of the
equivalent of USD 200 Million;
Alteration of Articles of Association of
the Company by insertion of a new ar-
ticle 3A to enable the Company to is-
sue inter-alia any Depository Receipts.
34
As per the disclosure requirements, the utilization of Rights Issue proceeds is placed before the Board and Audit
Oomm|ttee on quarter|y and annua| bas|s. The ut|||zat|on |s du|y cert|fed by the Statutory Aud|tors on ha|f year|y
& annual basis. The Monitoring Report received from the Monitoring Agency for period July to December 2011
containing the deviation from the original proposed expenditure plan but in accordance with the revised plan as
approved by the Board, was recorded by the Audit 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| Deta||s of non-comp||ance by the Company, pena|t|es, str|ctures |mposed 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| Wh|st|e B|ower po||cy
Your 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 in terms of the said policy no
personnel has been denied access to the Audit Committee.
(f| Aud|t Qua||ñcat|on
Management responses on the Aud|t qua||fcat|ons have been du|y prov|ded |n the D|rectors` Report.
COMPLIANCE WITH NON-MANDATORY REQUIREMENTS
The Oompany confrms that |t has comp||ed w|th a|| mandatory requ|rements of O|ause 49 of the ||st|ng 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 to recommend/ review overall
compensation policy, service agreements and other employment conditions of Senior Management and Executive
Director(s).
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 the fraud whether actual or suspected, unethical behavior, malpractice
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. This mechanism has been appropriately communicated within the
organization.
MEANS OF COMMUNICATION
The Oompany had t|me|y and w|thout de|ay reported every s|gn|fcant |nformat|on re|evant to the Oompany |nc|ud|ng
dec|arat|on of quarter|y fnanc|a| resu|ts, press re|eases, etc. to the Stock Exchanges where the secur|t|es of the Oompany
are listed. Such information has also been simultaneously displayed in the Investor Info section on the Company’s 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.
35
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corporate website, www.dishtv.in. Further, the Company ensures that the hard copies of the said disclosures and
DPSSFTQPOEFODFTBSFUJNFMZåMFEXJUIUIF4UPDL&YDIBOHFT
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, 2012, 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
PG$PSQPSBUF(PWFSOBODF*UJTOFJUIFSBOBVEJUOPSBOFYQSFTTJPOPGPQJOJPOPOUIFåOBODJBMTUBUFNFOUTPGUIF$PNQBOZ
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.
8FGVSUIFSTUBUFUIBUTVDIDPNQMJBODFJTOFJUIFSBOBTTVSBODFBTUPUIFGVUVSFWJBCJMJUZPGUIF$PNQBOZOPSFGåDJFODZPS
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. 90075
Place: Gurgaon
Date: 29 May 2012
36
Shareholders’ Information
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
B. Financial Year : 2011-12
C. Reg|stered Ofñce:
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 Re|at|ons Ofñcer: 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:
ISIN at NSDL / CDSL: INE 836 F 01026 (Equ|ty shares of ` 1 each, fu||y pa|d up|
F. GDRs Details
Dur|ng the fnanc|a| year 2009-10, G|oba| Depos|tory Rece|pt (GDR} Offer of the Oompany 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.
Date : Thursday, August 9, 2012
Venue : NCUI Auditorium, 3, Siri Institutional Area, August Kranti Marg,
New Delhi – 110 016
Time : 11:00 A.M.
Last date of receipt of Proxy Form : Tuesday, August 7, 2012
(Before 11:00 A.M. at the Reg|stered Offce of the Oompany}
Book Closure : Monday, July 9, 2012 to Wednesday, July 11, 2012
(both days inclusive)
Name of the Stock Exchanges Stock Code / Symbo|
(Fu||y Pa|d 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
The Bombay Stock Exchange Limited (BSE)
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 023
532839
37
The detail of the GDRs and listing thereof is as under:
Market Data relating to GDRs Listed on Luxembourge Stock Exchange:
G. Corporate Ident|ty Number (CIN| : L51909DL1988PLC101836
H. Registrar & Share Transfer Agent:
Sharepro Serv|ces (Ind|a| 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]
Listed at Societe DE LA Bourse De Luxembourg
Société 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 / Trad|ng Code US25471A1043
Common Code 045051439
Payment of Fee Annual Service fee for the calendar year 2012 has been paid
by the Company
(ñgures |n USD|
Month Month|y C|os|ng (Max|mum| Month|y C|os|ng (M|n|mum| Average
April 2011 1589.50 1494.50 1536.20
May 2011 1739.35 1475.50 1558.09
June 2011 1985.05 1715.55 1840.47
July 2011 2094.60 1897.90 1988.54
August 2011 1952.15 1566.30 1800.94
September 2011 1764.30 1526.85 1628.81
October 2011 1635.10 1472.15 1552.95
November 2011 1553.95 1152.80 1345.38
December 2011 1336.85 1110.05 1194.35
January 2012 1283.15 1086.20 1190.55
February 2012 1425.25 1085.75 1286.72
March 2012 1255.70 1048.35 1118.02
38
I. Listing Fee
Company has paid listing fees upto March 31, 2013 to the National Stock Exchange of India Ltd. (“NSE”) and
Bombay Stock Exchange 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 Company’s
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).
The MCA vide Circular Nos. 17/ 2011 and 18/ 2011 dated April 21, 2011 and April 29, 2011, respectively (the said
O|rcu|ars} has c|ar|fed that a company w||| be deemed to have comp||ed w|th the prov|s|ons of Sect|on 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 2010-11, 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
Not|ce and Annua| Report for the fnanc|a| year 2011-12 |n e|ectron|c form to the members whose e-ma|| 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 email address with their DP yet and
members holding shares in physical form are requested to register their email address with their DP / Company, as
the case may be.
Members who have registered their email address with their DP/ the Company but wish to receive the said documents
in physical form are requested to write to [email protected], duly quoting their DP I.D. and Client I.D. / 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.
K. Shareholders’ Correspondence
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 Shareho|der |s not sat|sfed w|th the response or do not get any response w|th|n reasonab|e per|od, they may
approach the lnvestor Re|at|ons Offcer at the address g|ven above.
L. Share Transfer System
Equity Shares sent for physical transfer or for dematerialisation are generally 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 and Investors Grievance Committee has delegated the power for transfer etc.,
of the shares to the Oomp||ance Offcer of the Oompany who cons|der the transfer proposa|s genera||y on a fortn|ght|y
bas|s. SEBl v|de |ts O|rcu|ar No. MRD/DoP/O|r-05/2009 dated May 20, 2009 c|ar|fed that for secur|t|es 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 requ|rement |n O|ause 47(c} of the ||st|ng Agreement, cert|fcate on ha|f year|y bas|s confrm|ng 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.
M. 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:
39
The voting rights on the shares outstanding in the Suspense Account as on March 31, 2012 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.
N. 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:
º 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.
º 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.
º 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.
º 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
ho|d|ng shou|d be obta|ned from the concerned DP and ho|d|ng shou|d be ver|fed.
º $POæEFOUJBMJUZPG4FDVSJUZ%FUBJMT
Do not disclose your Folio No. / DP I.D. / Client I.D. to an unknown person. Do not hand-over signed blank
transfer deeds / delivery instruction slip to any unknown person.
O. 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 agreements 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, 2012, 99.9% of the equ|ty shares of the Oompany are |n the demater|a||zed form. Ent|re Shareho|d|ng
of the Promoters in the Company are held in dematerialized form.
P. Custodial Fees to Depositories:
The Company has paid custodial fees for the year 2012-13 to National Securities Depository Limited (NSDL) and
Central Depository Services (India) Limited (CDSL).
Description Number of Shareholders Number of Equity Shares
Aggregate number of Shareholders and the outstanding shares in
the Suspense Account as at April 1, 2011
134 75591
Number of Shareholders who approached the Company for
transfer of shares from Suspense Account till March 31, 2012
- -
Number of Shareholders to whom shares were transferred from
the Suspense Account till March 31, 2012
- -
Aggregate number of Shareholders and the outstanding shares in
the Suspense Account lying as on March 31, 2012
134 75591
40
Q. Stock Market Data Re|at|ng to Shares L|sted |n Ind|a
a) The monthly high and low prices and volumes of Company’s shares traded on Bombay Stock Exchange and National
Stock Exchange for the period April 2011 to March 2012 are as under:
Fully Paid Equity Shares
b) Relative Performance of Dish TV India Limited Shares (fully paid) Vs. BSE Sensex & Nifty Index
0.00
10.00
20.00
30.00
40.00
50.00
60.00
70.00
80.00
90.00
100.00
0.00
1000.00
2000.00
3000.00
4000.00
5000.00
6000.00
7000.00
C
L
O
S
I
N
G
P
R
I
C
E
C
L
O
S
I
N
G
N
I
F
T
Y
M ONTH
DISHTVINDIALIM ITED
CLOSINGM ONTHLYPRICE VS CLOSINGM ONTHLYNIFTY
^??????
^??????
MONTH NSE BSE
H|gh (In ` | Low (In ` | Volume of
Shares Traded
H|gh (In ` ) Low (In ` | Volume of
Shares Traded
April 2011 71.95 63.60 53,717,985 72.00 63.80 9,949,650
May 2011 78.90 62.25 48,184,491 78.90 65.35 7,466,128
June 2011 90.65 76.00 91,726,965 90.70 75.00 16,879,444
July 2011 97.00 81.50 89,553,711 94.20 81.60 15,921,580
August 2011 87.75 71.25 76,131,592 87.70 71.25 11,069,497
September 2011 82.30 72.75 63,152,261 82.50 72.85 6,484,412
October 2011 83.70 71.50 65,678,569 83.75 71.25 11,056,939
November 2011 77.40 58.55 66,998,969 77.40 58.65 7,184,081
December 2011 73.00 56.60 77,407,603 69.20 56.10 8,572,335
January 2012 67.10 56.20 105,448,045 67.10 56.25 18,459,071
February 2012 72.20 52.00 143,843,367 72.10 52.00 24,390,626
March 2012 64.10 51.65 129,260,596 64.00 52.00 24,510,432
0.00
10.00
20.00
30.00
40.00
50.00
60.00
70.00
80.00
90.00
100.00
0
5000
10000
15000
20000
25000
C
L
O
S
I
N
G
P
R
I
C
E
C
L
O
S
I
N
G
S
E
N
S
E
X
M ONTH
DISHTVINDIALIM ITED
CLOSINGPRICE VS CLOSINGSENSEX
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?Ž??W????
41
c) Distribution of Shareholding as on March 31, 2012 – Consolidated
d) Top 10 Public Equity Shareholders as on March 31, 2012 – Consolidated
e) Promoter Shareholding as on March 31, 2012
No. of Equity Shares Share holders No. of Shares
Numbers PG)PMEFST Number PG4IBSFT
Upto 5000 168,446 99.30 33,702,957 3.17
5001 – 10000 537 0.32 3,965,277 0.37
10001 - 20000 215 0.13 3,131,246 0.29
20001 – 30000 71 0.04 1,739,983 0.16
30001 – 40000 48 0.03 1,670,538 0.16
40001 - 50000 26 0.02 1,227,232 0.12
50001 – 100000 74 0.04 5,553,156 0.52
100001 and above 213 0.13 1,013,433,486 95.21
Total 169,630 100 1,064,423,875 100
S. No. Name of Shareholder No of Shares held PG4IBSFIPMEJOH
1 Agrani Holding ( Mauritius ) Ltd. 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%
5 Briggs Trading Company Pvt. Ltd. 11,469,419 1.08%
6 Churu Trading Co. Pvt. Ltd. 100 0.00%
7 Dhaka Warriors Sports Pvt. Ltd. 637,212,260 59.86%
8 Delgrada Limited (renamed as Essel Media Ventures Limited) 460,000 0.04%
9 Jawahar Lal Goel 176,800 0.02%
S.
No.
Name of Shareholder No. of Shares held PG4IBSFIPMEJOH
1 Deutsche Bank Trust Company Americas 117,035,000 11.00
2 Reliance Capital Trustee Co. Ltd. A/ C Reliance Equity Option Fund 7,003,800 0.66
3 Robeco Capital Growth Funds 6,500,000 0.61
4 Goldman Sachs Investments (Mauritius) I Ltd 6,190,909 0.58
5 Napean Trading And Investment Co Pvt Ltd. 5,766,196 0.54
6 MFS International New Discovery Fund 5,714,176 0.54
7 Met Investors Series Trust-MFS Emerging Markets 5,404,423 0.51
8 Reliance Capital Trustee Co Ltd A/ C-Reliance Regular Balance Option 5,000,000 0.47
9 Regal Investment And Trading Co Pvt Ltd 4,788,136 0.45
10 Government Pension Fund Global 4,390,342 0.41
Total 167,792,982 15.76
42
f) Categories of Shareholders as on March 31, 2012 - Consolidated
SHAREHOLDERS SERVICES
Ranjit Singh
Oompany Secretary and Oomp||ance Offcer
Dish TV India Limited
FC-19, Sector 16A, Noida – 201 301, U.P., India
Tel.: +91-120-2599555/ 391, Fax: +91-120-4357078
Category No. of Shares held % of Shareho|d|ng
Promoters 689,222,979 64.75%
Individuals 43,964,873 4.13%
Domestic Companies 35,124,378 3.30%
FIs, Mutual Funds and Banks 57,915,909 5.44%
FIIs, OCBs, NRI & GDRs 238,195,736 22.38%
Total 1,064,423,875 100
10 Laxmi Narain Goel 1,006,500 0.09%
11 Nishi Goel 11,000 0.00%
12 Prajatma Trading Company Pvt. Ltd. 100 0.00%
13 Premier Finance & Trading Company Ltd. 100 0.00%
14 Priti Goel 11,000 0.00%
15 Suryansh Goel 5,100 0.00%
16 Sushila Devi 585,750 0.06%
17 Tapesh Goel 5,100 0.00%
18 Veena Investments Pvt. Ltd. 100 0.00%
Total 689,222,979 64.75%
43
CERTIFICATION PURSUANT TO CLAUSE 49 V OF
THE LISTING AGREEMENT
We, Jawahar |a| Goe|, Manag|ng D|rector and Rajeev K Da|m|a, Oh|ef F|nanc|a| Offcer of D|sh Tv lnd|a ||m|ted ('the
Company’ ) do hereby certify to the Board that :-
a. We have rev|ewed fnanc|a| statements and the cash fow statement of the Oompany for the year ended March 31,
2012 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 Company’s 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, 2012 are fraudulent, illegal or violative of the Company’s Code of Conduct.
c. We accept respons|b|||ty for estab||sh|ng and ma|nta|n|ng |nterna| contro|s for fnanc|a| report|ng and that we have
eva|uated the effect|veness of |nterna| contro| systems of the Oompany perta|n|ng to fnanc|a| report|ng and have
d|sc|osed to the Aud|tors and the Aud|t Oomm|ttee, defc|enc|es |n the des|gn or operat|on of such |nterna| contro|s,
|f any, of wh|ch we are aware and the steps we have taken or propose to take to rect|fy these defc|enc|es.
d. During the year :-
hthere has not been any s|gn|fcant change |n |nterna| contro| over fnanc|a| report|ng;
h there have not been any s|gn|fcant changes |n account|ng po||c|es; and
h there have been no |nstances of s|gn|fcant fraud of wh|ch we are aware that |nvo|ve management or other
emp|oyees hav|ng s|gn|fcant ro|e |n the Oompany`s |nterna| contro| system over fnanc|a| report|ng.
Jawahar Lal Goel Rajeev K Dalmia
Manag|ng D|rector Oh|ef F|nanc|a| Offcer
Place: Noida
Date: 16 May 2012
44
Forward Looking Statements
The report conta|ns forward-|ook|ng statements, |dent|fed
by words like ‘ plans’ , ‘ expects’ , ‘ will’ , ‘ anticipates’ , ‘ would
grow’ , ‘ likely’ , ‘ estimates’ and so on. All statements that
address expectations or projections about the future, but
not limited to the Company’s strategy for growth, product
deve|opment, market pos|t|on, expend|tures, and fnanc|a|
results, are forward looking-statements. Since these are
based on certain assumptions and expectations of future
events, the Company cannot guarantee that these are
accurate or will be realized. Thus the Company’s actual
performance/ results could differ from the projected
estimates in the forward-looking statements. The Company
does not assume any responsibility to publicly amend,
modify or revise any such statements on the basis of
subsequent developments, information or events.
Overview
Digitization continued to play a major role in transforming
the face of the Indian media and entertainment industry with
DTH being the single greatest force behind it. The Indian
DTH |ndustry grew exponent|a||y |n the prev|ous fsca|,
acquiring in its fold more than 10 million new subscribers.
The cumulative DTH subscribers in India stand at around
45 Million currently.
The Indian economy is going through a phase of contraction
wh|ch |s refected |n a|| consumer durab|e and FMOG
products but the TV set market continued to expand in
double digits. Further, there was marked improvement in
the sa|e of fat pane| Tv sets eg., |OD, |ED and HD Tv
sets. The continued growth of number of Television sets
|n the country, spec|a||y the h|gh end fat te|ev|s|on |s an
encouraging sign for the digital delivery platforms. This
trend is likely to continue due to the Digitization mandate
initiated by the Government of India and reduction in the
prices of such television sets. Television will continue to
provide cheaper modes of entertainment and DTH will
always be a preferred medium because of its inspirational
value, uninterrupted content delivery, proven and reliable
technology and plethora of value added services. Moreover,
DTH industry being highly capital intensive with long
gestation period, the players engaged in this industry, due
to the strong business and brand lineage, provide comfort
and delight to the user.
The DTH industry consolidated its gains across all
the segments namely launch of additional channels,
robustness of the service delivery, launch of contemporary
products and overall move from ‘ numbers’ to a new world
of customer relationship paradigm. We continue to believe
that technology, better consumer offer, launch of niche
channels, value added services, positive government
vibes and implementation of GST will continue to drive the
category towards new heights and glory. The Company is
well placed to encash and enrich itself from the opportunities
going forward.
SWOT ANALYSIS
Strengths
The lineage of the brand, availability of product all across
the country through an established distribution network,
enriched customer delivery of services – by way of call
center and direct interaction with the customers, highest
number of channels & services offering – both in High
Defn|t|on and Standard Defn|t|on, cutt|ng edge techno|ogy
and maximum bandwidth space will drive growth and
create further opportunities for your Company. Dish TV
today is recognized for its largest bouquet of channels,
pan-India selling and distribution network and the most
advanced infrastructure and technology amongst others.
Your Company, to cater to the requirement of each state
of this country, has established call centers where the
customer support is provided in major regional languages
also which has improved the customer interaction level.
The recent launch of Set Top Box with Digital Video
Recording facility is the clear differentiar since this newly
launched Set Top Box has a unique facility of providing
unlimited recording feature to the subscribers. The
availability of maximum number of channels & services in
H|gh Defn|t|on and the cont|nuous add|t|on of new HD and
niche channels has given a strong competitive advantage
to your Company.
The continuous efforts to increase the number of distribution
and support channel partners has given an impetus to
the upsurge story of your Company. Your Company has
an extensive and fully established active trade partners
network comprising of dealers, distributors, installers,
Service Franchisees, Dish Shoppees, Dish Care Centers,
modern trade, chain stores and e-stores spread all across
the country.
Weakness
The growth and the negat|ve |mpact on the proftab|||ty
and margin of the DTH sector continues to be plagued
due to high incidence of Multiple taxation and continuous
depreciation of Rupee leading to higher acquisition cost
Management Discussion and Analysis
45
of the hardware and other imported services. The biggest
competition of the DTH sector – the unorganized cable
operators continue to under declare subscribers and hence
the income and thus manage to operate with minimal
Average Revenue Per User. Due to low declaration by cable
operators, cable rates have been stagnant and restrictive to
the growth of ARPU for the DTH sector. Dish TV continues
to strive to increase its Average Revenue Per User through
measures like content enrichment, expansion of re-charge
points, churn management and continuous up-gradation of
service offered through the Dish TV platform.
Opportunities
The Government of lnd|a has not|fed the compu|sory
migration from Analog transmission to Digital transmission
in four phases. Effective the cutoff dates for digitization,
transmission of television signals in analog format will have
to be ceased. This effectively means that all those currently
viewing TV in the analog mode will have to switch to either
digital cable Set Top Box or choose to migrate to DTH which
is already digital and has a strong foothold in the market.
There are currently 70 Million analog homes which will
have to switch to digital format by December 2014. This
presents a huge opportunity for the DTH sector. The
current subscriber base for DTH being around 45 Mn, this
opportunity can be seen as doubling of the entire DTH
universe in a short span of 30 months.
Your Company will aim to maintain its incremental market
share w|th|n the DTH category of 25 %, g|v|ng D|sh Tv the
opportunity to add an incremental 11.4 Mn subscribers in
the next two years effectively doubling its subscriber base.
The impending Digitization brings a vast opportunity to your
Company as well as the Company could be facing intense
competition. However, in longer run and Post digitization
|t can be expected that there w||| be s|gn|fcant movement
upwards in ARPU as the cable companies face pressure due
to expanded balance sheets and revenue sharing with the
LCO as well as increased demands from the broadcasters
due to full declaration of the subscriber numbers.
Any upward movement of ARPU in the cable space arising
out of Digitization will be positive for DTH operators as DTH
already commands a premium over cable and therefore will
be able to move prices more aggressively.
The year gone by also saw the emergence of the High
Defn|t|on adopt|on across major c|t|es |ead by major
sport|ng events and mov|es be|ng te|ecast |n H|gh Defn|t|on
format. The year also saw launch of large number of new
H|gh Defn|t|on channe|s |ead|ng to h|gh dec|be| no|se and
consumer awareness about such ava||ab|||ty. The beneft of
HD is expected to accrue in the coming years.
Threats
Intense competition from other DTH players as well as
digital cable. High incidence of taxation and regulatory
|ntervent|on restr|ct|ng the growth and proftab|||ty of the
DTH sector is also a potential threat.
Strategy
In the Indian marketplace over the last six years, DTH has
clearly established itself as the preferred choice for digital
viewing of pay television content. Of the approximately 50
Mn installed base of digital connections almost 44 Mn or
88% |s accounted for by DTH w|th d|g|ta| cab|e account|ng
on|y for the ba|ance 12%.
However with the government mandate for Digital
Addressable Systems (DAS) set to kick in, in four phases,
it is expected that the terrestrial cable systems are likely to
get more aggressive and pose a challenge to the unfettered
growth of DTH. Any strategy will necessarily have to
encompass these challenges as well as maximizing the
opportunity for DTH presented by the DAS mandate.
The major advantages of DTH which are sought to
be strengthened by the organization are the extensive
infrastructure which has been developed by Dish TV in
terms of selling and recharge points as well as service
centers. Additionally an extensive CRM system is in place
which is capable of handling over 3 million calls per month.
Dish TV is further working on strengthening this backbone
to ensure a top class customer experience from the
moment a customer is acquired, right through the life cycle
of the customer.
This capability will remain a formidable differentiator, both
against existing DTH companies and also versus digital
cable systems.
Technology is the next big differentiator, in which DTH
has already taken the lead and Dish TV in particular will
seek to widen the gap with competition. With the largest
HD bouquet of 42 channels, Dish TV has set the trend
for movement from analog straight to third generation
technology. Additional innovations recently introduced like
HD DVR with unlimited recording feature allows for time shift
viewing to suit the changing life style of urban consumers.
46
Addition of new generation technologies and seamless
integration with the web, have seen the introduction of
web applications through which the customer can interface
with his CRM and transact on his Android/ Windows
mobile phone, providing a rich user experience for Dish TV
customers.
Dish TV is also working with content providers to provide
unique access to its subscribers for content through
multiple devices over the web. Thus a Dish TV customer will
be able to access content using his Dish TV subscription
BDDPVOU TQFDJåFE DPOUFOU EFMJWFSFE PWFS UIF JOUFSOFU BOE
received in his mobile phone, laptop or tablet computer.
The core strategy driving DishTV’s leadership position in the
marketplace will be threefold.
1) Be the leader in content delivery
2) Be the leader in customer satisfaction
3) Be the leader in technology and innovation
With Dish TV clearly focused on improving its delivery
capability in these core metrics, we believe we will be able
to successfully strengthen our position as both the leading
DTH player and successfully fend off any threat from cable
to remain India’s most preferred digital content delivery
platform.
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 higher value packs drew the management attention
all throughout the year. EBITDA margin continued to its
upward movement throughout the year. Customer Care,
service quality, expansion of Service Franchisee and Dish
Care Centers also remained the focal point for retaining and
servicing the customers.
During the year key highlights of operational performance
were as under:
? Gross subscriber base stood at 12.9 Million on March
31, 2012
? Operating Revenue for FY 12 stood at ` 1957.8 Cr
? EBITDA for FY 12 stood at ` 498.4 Cr
? Total Number of Channels & Services 340, being the
highest in the category
? Total number of HD service stood at 42, once again
the Highest in the category
? ARPU for FY 12 stood at ` 153
Risk Management and Internal Control
Owing to the nature of the business, the Company is bound
to come across various risks like political risk, competition
risk, technology obsolescence risk, human resource risk
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Risk Management Policy to control and mitigate the risks to
maximize opportunity and minimize adversity. Additionally,
risk management and mitigation are integral part of the
decision making process of the Company at all levels.
Further, the Company has also in place Insurance policies
to protect the assets of the Company from any loss arising
out of damage or loss of property of the Company.
The Company also has a comprehensive system of Internal
Control to safeguard the Company and its assets and to
FOTVSF QSPQFS BVUIPSJ[BUJPO PG åOBODJBM USBOTBDUJPOT 5IF
Company has instituted a process of Internal Control aimed
at providing high degree of assurance regarding effectiveness
BOE FGåDJFODZ PG PQFSBUJPOT SFMJBCJMJUZ PG åOBODJBM DPOUSPM
and compliance with applicable laws and regulations. The
internal control systems laid down by Company and their
adoption and compliance is continuously monitored by
independent Internal Auditors.
Talent Management
The Company has built a strong pool of talent by
committed efforts to attract, transform and retain the best
talent available. The Company has young and vibrant
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$PNQBOZ 4JHOJåDBOU FNQIBTJT JT BMTP MBJE PO FOIBODJOH
managerial and leadership qualities at senior management
level to propel the Company towards stronger and more
sustainable growth. A well laid down performance linked
compensation plan has also been adopted by the Company
that links compensation to individual performance as well as
the performance of the Company. We aim to continue and
nurture the talent management process of the Company
which is the back bone and essential to continue the
exponential growth of the Company.
Cautionary Statement
Statements in this report describing the Company’s
objectives, expectations or predictions may be forward
looking within the meaning of the applicable laws and
regulations. The actual results may differ materially from
those expressed in this statement. The Company does not
undertake to make any announcement or update in case
any of these forward looking statements become materially
incorrect in future.
47
Auditors’ report
To the Members of
Dish TV India Limited
1 We have audited the attached Balance Sheet of Dish
TV India Limited (‘ the Company’ ) as at 31 March 2012
and a|so the Statement of Proft and |oss and the
Cash Flow Statement of the Company for the year
ended on that date, annexed thereto. These fnanc|a|
statements are the responsibility of the Company’s
management. Our responsibility is to express an
op|n|on on these fnanc|a| statements based on our
audit.
2 We conducted our audit in accordance with auditing
standards generally accepted in India. Those
Standards require that we plan and perform the audit
to obtain reasonable assurance about whether the
fnanc|a| statements are free of mater|a| m|sstatement.
An audit includes examining, on a test basis, evidence
support|ng the amounts and d|sc|osures |n the fnanc|a|
statements. An audit also includes assessing the
account|ng pr|nc|p|es used and s|gn|fcant est|mates
made by management, as well as evaluating the
overa|| fnanc|a| statement presentat|on. We be||eve
that our audit provides a reasonable basis for our
opinion.
3 As required by the Companies (Auditor’s Report) Order,
2003 (‘ the Order’ ), issued by the Central Government
of India in terms of sub-section (4A) of section 227 of
the Companies Act, 1956 (‘ the Act’ ), we enclose in
the Annexure a statement on the matters spec|fed |n
paragraphs 4 and 5 of the said Order.
4 Without qualifying our opinion, attention is invited
to note 2(b} of the fnanc|a| statements. The
Oompany`s net worth as at the end of the fnanc|a|
year is completely eroded by its accumulated losses.
However, the management has prepared the fnanc|a|
statements assuming that the Company will continue
as a going concern since it has adequate resources
|n the form of operat|ng cash fows and sanct|oned
credit facilities from lenders to adequately meet its
obligation.
5 Further to our comments in the Annexure referred to in
para 3 above, 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 Ba|ance Sheet, the Statement of Proft and
Loss and the Cash Flow Statement, dealt with
by this report, are in agreement with the books
of account;
(d) subject to our comments in paragraph 5 (f)
below regarding non compliance in relation
to Accounting Standard 19 ‘ Leases’ , in our
opinion, the Balance Sheet, the Statement of
Proft and |oss and the Oash F|ow Statement
dealt with by this report, comply with the
accounting standards referred to in sub-section
(3C) of section 211 of the Companies Act, 1956,
to the extent applicable;
(e) on the basis of written representations received
from the directors of the Company as on 31
March 2012 and taken on record by the Board
of directors, we report that none of the directors
|s d|squa||fed as on 31 March 2012 from be|ng
appointed as a director in terms of clause (g) of
sub-section (1) of section 274 of the Companies
Act, 1956;
(f) the life of the Consumer Premises Equipment
(CPE) for the purposes of depreciation has
been est|mated by the management as fve
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 |mpact of wh|ch on the fnanc|a| statements
has not been ascertained by the management.
Th|s was a subject matter of qua||fcat|on |n our
aud|t report on the fnanc|a| statements for the
previous year ended 31 March 2011 also [Refer
to note 39 (b)];
(g) during the previous year, the Company received
a demand notice for income tax and interest
thereon aggregating ` 4,056 lacs in relation
to an earlier year, though reduced to ` 2,642
|acs dur|ng the year based on a rect|fcat|on
app||cat|on f|ed. The matter perta|ns to short
deduction of tax at source on certain payments
and interest thereon for delayed period. The
Company has disputed the above said demand
and has f|ed an appea| aga|nst the same w|th
48
the tax authorities. The Company, based on
a legal view obtained in the matter, has not
made any prov|s|on |n the fnanc|a| statements
and has not assessed the impact of the above
position on the subsequent years. Pending
fna| conc|us|on, we are unab|e to comment on
the matter and its consequent impact on the
Statement of Proft and |oss for the year and
the deb|t ba|ance |n the Statement of Proft and
Loss at the end of the year. This was a subject
matter of qua||fcat|on |n our aud|t report on the
fnanc|a| statements for the prev|ous year ended
31 March 2011 also [Refer to note 49 (c)]; and
(h) subject to our comments in paragraphs 5 (f) and
(g) above, the impact of which has not
been ascertained, in our opinion and to the
best of our information and according to the
explanations given to us, the said accounts give
the information required by the Companies Act,
1956, in the manner so required and give a true
and fair view in conformity with the accounting
principles generally accepted in India:
(i) in the case of the Balance Sheet, of the state of
affairs of the Company as at 31 March 2012;
(||} |n the case of the Statement of Proft and |oss,
of the loss for the year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the
cash fows for the year ended on that date.
For B S R & Co.
Chartered Accountants
Firm Registration No: 101248 W
Kaushal Kishore
Partner
Membership No: 090075
Place: Gurgaon
Date: 16 May 2012
49
Annexure referred to in paragraph 3 of the Auditors’
Report to the Members of Dish TV India Limited on
the accounts for the year ended 31 March 2012
(i) (a) The Company has maintained proper records
showing full particulars, including quantitative
deta||s and s|tuat|on of fxed assets.
(b} As exp|a|ned to us, the fxed assets, other than
consumer premises equipment (CPE), installed
at the customer premises and those in transit or
lying with the distributors, have been physically
ver|fed 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 nature
of |ts fxed assets. D|screpanc|es not|ced on
such ver|fcat|on were not s|gn|fcant 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
g|ven to us, phys|ca| ver|fcat|on has been
conducted by the management at reasonable
intervals during the year in respect of inventory of
stock in trade consisting of CPEs and accessories
in the Company’s possession. In our opinion, the
frequency of phys|ca| ver|fcat|on |s reasonab|e.
(b) In our opinion and according to the information
and explanations given to us, the procedures for
phys|ca| ver|fcat|on of |nventor|es fo||owed 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
phys|ca| ver|fcat|on of |nventor|es 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,
frms or other part|es covered |n the reg|ster ma|nta|ned
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 certa|n |tems of |nventor|es and fxed
assets are for the Company’s specialised requirements
and similarly certain goods/ services sold are for the
specialised requirements of the buyers and suitable
alternative sources are generally not available to
obtain comparable quotations, 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 |nventor|es and fxed 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) (a) In our opinion, and according to the information
and explanations given to us, the particulars of
contracts or arrangements referred to in section
301 of the Companies Act, 1956 have been
entered in the register required to be maintained
under that section.
(b) In our opinion, and according to the information
and explanations given to us, the transactions
made in pursuance of contracts or arrangements
referred to in para (v) (a) above, and exceeding the
value of ` 5 lakhs with any party during the year
have made at price which are reasonable having
regard to the prevailing market price except for
certain transactions which are for the specialized
requirements of the respective parties and for
which suitable alternate sources are not available
to obtain comparable quotations.
(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) 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.
According to the information and explanations given
to us, the Company is in the process of aligning its
50
åOBODJBM BDDPVOUJOH TZTUFN JO PSEFS UP NBJOUBJO UIF
requisite cost accounting records. As informed to
us, the Company is in the process of concluding and
producing such records.
(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, Cess 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 amount have
subsequently been paid to the authorities.
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 160 - January 2007 to
March 2007
VATO, Delhi VAT
7 7 March 2010 VATO, Delhi VAT
Value Added Tax
(including penalty
and interest)
244 20 April 2007 to
March 2008
VAT Tribunal, New Delhi
Value Added Tax 40 4 AY 2007-08 VATO, Delhi VAT
Andhra Pradesh
Value Added Tax
Act, 2005
Value Added Tax
(including interest)
344* 18 March 2008 to
September 2008
Andhra Pradesh High Court
Value Added Tax
(including penalty
and interest)
286 286 2006-08 State Tribunal Appellate
Authority, Hyderabad
Bihar Value Added
Tax Act, 2005
Value Added Tax 15 15 2007-08 $PNNFSDJBM5BY0GåDFS
Patna
59 43 2008-09 $PNNFSDJBM5BY0GåDFS
Patna
UP Trade Tax Act,
1948
Value Added Tax
(including interest)
1 - April 2005 to
March 2006
Joint Commissioner (Ap-
peal), Noida
Value Added Tax 1 1 2006-07 Additional Commissioner
Appeal, Noida
# # 2010-11 Deputy Commissioner,
Noida
10 5 April 2011 CTO, Noida
Income-tax Act,
1961
Income tax and
interest
2,642 400 Assessment year
2009-10
Commissioner of Income
Tax-Appeal, Noida.
Amount in ` lacs
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, Cess and
other material statutory dues, as applicable, were
in arrears as at 31 March 2012 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, Excise duty and Cess which have not been
deposited with the appropriate authorities on
account of any dispute, except as mentioned
below:
51
* Including disputed dues aggregating ` 344 lacs in respect of Value Added Tax which have been stayed by
the respective authorities.
# ` 36,000.
Amount in ` lacs
(x) The accumulated losses of the Company are more
UIBOåGUZQFSDFOUPGJUTOFUXPSUIBUUIFFOEPGUIFZFBS
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
BOZPVUTUBOEJOHEVFTUPBOZåOBODJBMJOTUJUVUJPOTPS
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/
NVUVBMCFOFåUGVOETPDJFUZ
(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
GPS MPBOT UBLFO CZ PUIFST GSPN CBOLT PS åOBODJBM
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
PGåYFEBTTFUTGPS` 86,934 lacs.
(xviii) The Company has not made any preferential
BMMPUNFOU PG TIBSFT UP DPNQBOJFTåSNTQBSUJFT
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 issue during the year. The Company has only
received outstanding call money against the rights
issue made in the previous 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: 101248W
Kaushal Kishore
Partner
Membership No: 090075
Place: Gurgaon
Date: 16 May 2012
9 - Assessment year
2006-07
Commissioner of Income
Tax-Appeal, Mumbai
Indian Customs Act,
1962
Special Additional
Duty
795 - April 2008 to
June 2009
CESTAT
Finance Act,1994
(Service tax case)
Service tax 167 - F Y 2006-07 to F
Y 2010-11
Commissioner of Excise &
Service Tax –Ghaziabad
Wealth Tax Act,1957
Wealth tax 1 - AY 05-06 Asst. Commissioner of
Income Tax, New Delhi
52
Balance Sheet as at 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
As at As at
Note No. 31 March 2012 31 March 2011
EQUITY AND LIABILITIES
Shareholders’ funds
(a) Share capital 3 10,636 10,630
(b) Reserves and surplus 4 (20,018) (4,355)
(9,382| 6,275
Non-current liabilities
(a) Long-term borrowings 5 101,935 64,853
(b) Other long term liabilities 6 17,984 20,627
(c) Long-term provisions 7 1,052 716
120,971 86,196
Current liabilities
(a) Short-term borrowings 8 19,500 -
(b) Trade payables 9 7,949 22,909
(c) Other current liabilities 10 75,425 121,305
(d) Short-term provisions 11 48,934 31,996
151,808 176,210
Total 263,397 268,681
ASSETS
Non-current assets
(a) Fixed assets
(i) Tangible assets 12.1 141,602 134,987
(ii) Intangible assets 12.2 433 1,382
(iii) Capital work-in-progress 38,843 44,211
180,878 180,580
(b) Non-current investments 13 15,000 20,015
(c) Long-term loans and advances 14 1,951 3,391
(d) Other non-current assets 15 695 1,281
17,646 24,687
Current assets
(a) Inventories 16 688 444
(b) Trade receivables 17 2,861 2,154
(c) Cash and bank balances 18 38,513 30,738
(d) Short-term loans and advances 19 21,983 29,777
(e) Other current assets 20 828 301
64,873 63,414
Total 263,397 268,681
S|gn|ñcant account|ng po||c|es 2
The accompany|ng notes (1 to 51} form an |ntegra| part of the fnanc|a| statements.
As per our report attached.
For B S R & Co. For and on behalf of the Board of Directors of
Chartered Accountants DISH TV INDIA LIMITED
Firm Registration No. 101248W
Kaushal Kishore Jawahar Lal Goel B. D. Narang
Partner Managing Director Director
Membership No. 090075
Rajeev K. Dalmia Ranjit Singh
Oh|ef F|nanc|a| Offcer Oompany Secretary
Place : Gurgaon Place : Noida
Dated : 16 May 2012 Dated : 16 May 2012
53
Statement of Profit and Loss for the year
ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
For the year For the year
Note No. ended ended
31 March 2012 31 March 2011
Income
Revenue from operations 21 195,782 143,655
Other income 22 3,859 8,804
Total revenue 199,641 152,459
Expenses
Purchases of stock-in-trade 32 737 392
Changes in inventories of stock-in-trade 23 (244) (166)
Operating expenses 24 99,753 78,582
Emp|oyee benefts expense 25 7,098 5,663
Selling and distribution expenses 26 29,093 28,471
Finance costs 27 17,780 15,114
Depreciation and amortization expense 12.1 and 12.2 51,800 36,540
Other expenses 28 9,509 6,832
Total expenses 215,526 171,428
Loss before tax 15,885 18,969
Tax expense - -
Loss for the year 15,885 18,969
Basic and diluted loss per equity share (in `) 1.49 1.79
(Face value of ` 1 each)
S|gn|ñcant account|ng po||c|es 2
The accompany|ng notes (1 to 51} form an |ntegra| part of the fnanc|a| statements.
As per our report attached to the balance sheet.
For B S R & Co. For and on behalf of the Board of Directors of
Chartered Accountants DISH TV INDIA LIMITED
Firm Registration No. 101248W
Kaushal Kishore Jawahar Lal Goel B. D. Narang
Partner Managing Director Director
Membership No. 090075
Rajeev K. Dalmia Ranjit Singh
Oh|ef F|nanc|a| Offcer Oompany Secretary
Place : Gurgaon Place : Noida
Dated : 16 May 2012 Dated : 16 May 2012
54
Cash Flow Statement for the year
ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
For the year For the year
ended ended
31 March 2012 31 March 2011
A. Cash ñows from operat|ng act|v|t|es
Net loss before tax (15,885) (18,969)
Adjustments for :
Depreciation and amortization expense 51,800 36,540
|oss on sa|e/ d|scard of fxed assets and cap|ta| work-|n-progress 2,823 1,710
Proft on redempt|on of un|ts of mutua| funds (non trade, current} (75} (357}
Proft on sa|e of subs|d|ary (93} -
Fore|gn exchange fuctuat|on (net} 4,506 382
Provision for marked to market loss on derivatives - 124
Interest expense 10,903 12,797
Interest income (3,409) (7,338)
Operat|ng proñt before fo||ow|ng adjustments 50,570 24,889
(Increase) in inventories (244) (166)
(Increase)/ decrease in trade receivables (707) 1,231
(Increase) in long-term loans and advances (154) (411)
Decrease in short term loans and advances and other current assets 8,221 13,147
(Decrease) in other long-term liabilities and provisions (2,306) (384)
(Decrease) in trade payables, other short-term liabilities (7,860) (1,980)
Cash generated from operations 47,520 36,326
Income taxes paid 218 812
Net cash ñow from operat|ng act|v|t|es 47,302 35,514
B. Cash ñows from |nvest|ng act|v|t|es
Purchases of fxed assets (|nc|ud|ng cap|ta| work |n progress and cap|ta| advances} (65,527} (100,475}
Proceeds from sa|e of fxed assets 26 19
Purchases of investments (34,300) (59,241)
Proceeds from sale of investments 39,483 75,208
Loan given to body corporates (11) (79)
Refund of loans given to body corporates 11 8,756
Movements |n fxed depos|ts hav|ng matur|ty of more than 3 months 1,694 1,781
Refund of advance against share application money given to subsidiaries - 4,530
Interest received 3,451 7,120
Net Cash ñow used |n |nvest|ng act|v|t|es (55,173| (62,381|
C. Cash ñows from ñnanc|ng act|v|t|es
Interest paid (7,836) (11,517)
Proceeds from issue of capital / call money received 228 326
Advance call money on shares (7) 234
Proceeds from long term borrowings (excluding vehicle loans) 45,576 35,788
Repayments of long term borrowings (excluding vehicle loans) (43,247) (18,179)
Repayment of vehicle loans (8) (20)
Proceeds from short term borrowings 19,500 -
Net cash ñow from ñnanc|ng act|v|t|es 14,206 6,632
D. Effect of exchange difference on translation of foreign
currency cash and cash equivalents ## 0 (0)
Net cash ñows [|ncrease/(decrease|] dur|ng the year (A+B+C+D| 6,335 (20,235)
Cash and cash equ|va|ents at beg|nn|ng of the year (refer to note 18| 9,905 30,140
Cash and cash equ|va|ents at end of the year (refer note 18| # 16,240 9,905
Cash and cash equivalents at the end of the year comprises of :
Cash on hand 1 6
Balance with scheduled banks :
- in current account # 3,638 9,878
- deposits with maturity of upto 3 months 48 17
Cheques, drafts on hand 12,553 4
Total cash and cash equivalents 16,240 9,905
# include `338 lacs (previous year `310 lacs ) in share call money accounts in respect of rights issue.
## represent `3,708 as on 31 March 2012 and `14,795 as on 31 March 2011
The above cash fow statement has been prepared under the lnd|rect method set out |n Account|ng Standard 3 'Oash F|ow Statements".
S|gn|ñcant accounting policies
The accompany|ng notes (1 to 51} form an |ntegra| part of the fnanc|a| statements.
As per our report attached to the Balance Sheet.
For B S R & Co. For and on behalf of the Board of Directors of
Chartered Accountants DISH TV INDIA LIMITED
Firm Registration No. 101248W
Kaushal Kishore Jawahar Lal Goel B. D. Narang
Partner Managing Director Director
Membership No. 090075
Rajeev K. Dalmia Ranjit Singh
Oh|ef F|nanc|a| Offcer Oompany Secretary
Place : Gurgaon Place : Noida
Dated : 16 May 2012 Dated : 16 May 2012
55
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 customer
through Consumer Premise Equipment (CPE), used for receiving and broadcasting DTH signals to the subscriber.
Also refer to note 33 and 34 below.
2. S|gn|ñcant account|ng po||c|es
a| Bas|s of preparat|on of ñnanc|a| statements
The fnanc|a| statements are prepared under the h|stor|ca| cost convent|on, on accrua| bas|s of account|ng,
in accordance with the Generally Accepted Accounting Principles (‘ GAAP’ ) in India and comply with the
mandatory Account|ng Standards as not|fed by the Oompan|es (Account|ng Standards} Ru|es, 2006, to the
extent applicable, and the presentational requirements of the Companies Act, 1956.
A|| assets and ||ab|||t|es have been c|ass|fed as current or non-current as per the Oompany`s norma| operat|ng
cycle and other criteria set out in the revised schedule VI to the Companies Act, 1956. Based on the nature
of products/ services and the time between the acquisition of assets for processing and their realisation
in cash and cash equivalents, the Company has ascertained its operating cycle being a period within 12
months for the purposes of c|ass|fcat|on of assets and ||ab|||t|es as current and non-current.
b| Go|ng concern
The accompany|ng fnanc|a| statements have been prepared assum|ng the Oompany w||| cont|nue as a
go|ng concern. The management be||eves that |t |s appropr|ate to prepare these fnanc|a| statements on a
‘ going concern’ basis, for following reasons:-
i) The Company holds the valid DTH license from Government of India.
||} The DTH bus|ness necess|tates |ong gestat|on per|od. Be|ng frst mover, the Oompany has |ncurred
huge cost on establishment and on awareness of the product, brand building on a PAN India basis,
the benefts of wh|ch w||| accrue |n the future years.
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.
|v} The Oompany has reasonab|e operat|ng cash fows.
Accord|ng|y, the fnanc|a| statements do not requ|re any adjustment as to the ba|ances carr|ed |n the ba|ance
sheet.
c| Use of est|mates
The preparat|on of fnanc|a| statements |n conform|ty w|th the GAAP |n lnd|a requ|res management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of
cont|ngent ||ab|||t|es on the date of the fnanc|a| statements. Actua| resu|ts cou|d d|ffer from those est|mates.
Examp|es of such est|mates |nc|ude est|mated usefu| ||fe of fxed assets, c|ass|fcat|on of assets/||ab|||t|es as
current or non-current in certain circumstances, estimate of future obligations under employee retirement
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
56
benefts, etc. D|fferences between the actua| resu|ts and est|mates are recogn|sed |n the year |n wh|ch 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 current and future periods.
d| F|xed 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
lntang|b|e assets are recogn|sed |f |t |s probab|e that the future econom|c benefts that are attr|butab|e to the
asset w||| fow to the Oompany and the cost of the asset can be measured re||ab|y. These assets are va|ued
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.
e| Deprec|at|on/ amort|sat|on
Tangible assets
Deprec|at|on on tang|b|e fxed assets, except OPEs, |s prov|ded on the stra|ght-||ne method at the rates
spec|fed |n Schedu|e ×lv of the Oompan|es Act, 1956. OPEs are deprec|ated over the|r usefu| ||fe of
fve years, as est|mated by the management. (a|so refer to note 39 (b}}. OPEs that rema|n |nact|ve for a
spec|fed |ong per|od of t|me, determ|ned based on past exper|ence, are deprec|ated on acce|erated bas|s.
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.
Assets individually costing upto ` 5,000 are fully depreciated in the year of purchase.
Intangible assets
Goodw||| on acqu|s|t|on |s amort|sed over a per|od of fve years.
DTH license fee is amortized over the period of license and other license fees are amortized over the
management est|mate of usefu| ||fe of fve years.
Software are amortised on straight line method over an estimated life.
f| Impa|rment
The carrying amounts of the Company’s 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 asset’s 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
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
57
UIF4UBUFNFOUPG1SPåUBOE-PTT
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 asset’s carrying amount does not
exceed the carrying amount that would have been determined net of depreciation or amortisation, had no
impairment loss been recognised.
g| Borrow|ng costs
Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as
part of the cost of such assets to the extent that they relate to the period till such assets are ready to be put
to use. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended
VTF"MMPUIFSCPSSPXJOHDPTUTBSFDIBSHFEUP4UBUFNFOUPG1SPåUBOE-PTT
h| Inventor|es
Inventories of CPEs and related accessories 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.
|| 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 t r ansf er
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| Fore|gn currency transact|ons 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
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ii) In accordance with Accounting Standard-11, “Accounting for the Effects of Changes in Foreign Ex
change 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 life of asset.
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
58
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 spec|fed |n the contract and |s amort|sed 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 d|fferences are recogn|sed |n the Statement of Proft and |oss |n the report|ng per|od
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
Proft and |oss. Resu|tant ga|ns, |f any, on account of mark to market are |gnored. The Oompany does
not ho|d or |ssue der|vat|ve fnanc|a| |nstruments for trad|ng or specu|at|ve purposes.
k| Investments
lnvestments are c|ass|fed as |ong term or current based on the |ntent of the management at the t|me of
acquisition.
Long term investments are carried at cost. The carrying value of such investments is adjusted for other than
temporary diminution in value, where necessary. Current investments are valued at the lower of cost and fair
value.
|} Emp|oyee benefts
|} Short-term emp|oyee benefts
A|| emp|oyee benefts payab|e who||y w|th|n twe|ve months of render|ng the serv|ce are c|ass|fed as
short-term emp|oyee benefts. Benefts such as sa|ar|es, wages, and bonus, etc., are recogn|sed |n the
Statement of Proft and |oss |n the per|od |n wh|ch the emp|oyee renders the re|ated serv|ce.
||} Post emp|oyment beneft
Defned contr|but|on p|an
The Company deposits the contributions for provident fund to the appropriate government authorities and
these contr|but|ons are recogn|sed |n the Statement of Proft and |oss |n the fnanc|a| year to wh|ch they
relate.
Defned beneft p|an
The Oompany`s gratu|ty scheme |s a defned beneft p|an. The present va|ue of the ob||gat|on under such
defned beneft p|an |s determ|ned based on actuar|a| va|uat|on carr|ed out at the end of the year by an
independent actuary, using the Projected Unit Credit Method, which recognises each period of service as
g|v|ng r|se to add|t|ona| un|t of emp|oyee beneft ent|t|ement and measures each un|t separate|y to bu||d
up the fna| ob||gat|on. The ob||gat|on |s measured at the present va|ue of the est|mated future cash fows.
The d|scount rates used for determ|n|ng the present va|ue of the ob||gat|on under defned beneft p|ans |s
based on the market yields on Government Securities for relevant maturity. Actuarial gains and losses are
recogn|zed |mmed|ate|y |n the Statement of Proft and |oss.
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
59
|||} Other |ong term emp|oyee benefts
Benefts under the Oompany`s |eave encashment const|tute other |ong-term emp|oyee benefts. The ||ab|||ty
in respect of vacation pay is provided on the basis of an actuarial valuation done by an independent actuary
at the year end. Actuar|a| ga|ns and |osses are recogn|sed |mmed|ate|y |n the Statement of Proft and |oss.
m| Emp|oyee stock opt|on 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
|eases where the |essor effect|ve|y reta|ns substant|a||y a|| the r|sks and benefts of ownersh|p of the |eased
asset are c|ass|fed as operat|ng |eases. Operat|ng |ease charges are recogn|sed as an expense |n the
Statement of Proft and |oss on a stra|ght ||ne bas|s.
o| Earn|ngs per share
Bas|c earn|ngs/|oss per share are ca|cu|ated by d|v|d|ng the net proft or |oss for the per|od attr|butab|e to
equity shareholders by the weighted average number of equity shares outstanding during the year.
For the purpose of ca|cu|at|ng d||uted earn|ngs per share, the net proft or |oss for the year attr|butab|e 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| Taxat|on
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.
Deferred tax assets arising from unabsorbed depreciation or carry forward losses are recognised only if
there is virtual certainty of realisation of such amounts. 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 the|r rea||sab|||ty and are wr|tten down or wr|tten up to refect the amount that |s
reasonably/ virtually certain, as the case may be.
q| Prov|s|ons and cont|ngent ||ab|||t|es
The Company recognises a provision when there is a present obligation as a result of a past event and it is
more ||ke|y than not that there w||| be an outfow of resources embody|ng econom|c benefts to sett|e such
obligations and the amount of such obligation can be reliably estimated. Provisions are not discounted to
the|r present va|ue and are determ|ned based on the management`s est|mat|on of the outfow requ|red to
settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted
to refect current management est|mates.
Contingent liabilities are disclosed in respect of possible obligations that have arisen from past events and
the ex|stence of wh|ch w||| be confrmed on|y 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
|n respect of wh|ch |t |s not poss|b|e that there w||| be an outfow of resources or a re||ab|e est|mate of the
amount of obligation cannot be made.
When there |s an ob||gat|on |n respect of wh|ch the ||ke||hood of outfow of resources |s remote, no prov|s|on
or disclosure is made.
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
60
3 . Share capital
As at As at
31 March 2012 31 March 2011
Authorised
1,350,000,000 (previous year 1,350,000,000) equity shares of `1 each 13,500 13,500
Issued, subscribed and fully paid-up
1,061,701,440 (previous year 1,060,940,636) equity shares of `1 each, fully paid up 10,617 10,610
Issued, subscribed, but not fully paid-up
2,722,435 (previous year 3,035,899) equity shares of `1 each, fully called up (Footnote b) 27 30
|ess: ca||s |n arrears (other than from d|rectors/ offcers} (8} (10}
10,636 10,630
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 1,063,976,535 1,063,419,475
Add: Further issued during the year under Employees Stock Option Plan 447,340 557,060
Shares at the end of the year 1,064,423,875 1,063,976,535
b) 2,062,513 (previous year 2,068,646) equity shares of `1 each, `0.75 paid up
659,922 (previous year 967,253) 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.
d) Shares held by ultimate holding company/ holding company
Equity shares of `1 each, fully paid up by 637,212,260 -
- Dhaka Warr|ors Sports Pvt |td. 59.86% -
e} Deta||s of shareho|ders ho|d|ng more than 5% shares of the Oompany
As at 31 March 2012 As at 31 March 2011
Name Number of shares % ho|d|ng |n the Number of shares % ho|d|ng |n the
Company Company
Dhaka Warr|ors Sports Pr|vate ||m|ted 637,212,260 59.86% - -
Deutsche Bank Trust Oompany Amer|cas [footnote f(|||}| 117,035,000 11.00% 117,035,000 11.00%
veena lnvestments Pr|vate ||m|ted - - 223,385,943 21.00%
Ohuru Trad|ng Oompany Pr|vate ||m|ted - - 188,450,063 17.71%
Prajatma Trad|ng Oompany Pr|vate ||m|ted - - 169,693,575 15.95%
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) 1,016,480 (previous year 569,140) equity shares of `1 each, fully paid up, issued to the employees, under Employee Stock Option Plan, i.e., ESOP 2007.
iii) 117,035,000 (previous year 117,035,000) equity shares of `1 each, fully paid up, for underlying 117,035 nos. (previous year 117,035 nos.) Global Depository
Receipts (GDR). Each GDR represents 1000 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 35 for terms and
amount etc.)
4 . Reserves and surplus
As at As at
31 March 2012 31 March 2011
Securities premium account
Opening balance 153,140 152,823
Add: received during the year 222 317
Closing balance 153,362 153,140
General reserves
Opening balance 1,849 16,959
Less: adjustment pursuant to the Composite Scheme of Amalgamation and - 15,110
Arrangements (refer to note 33)
Closing balance 1,849 1,849
Deñc|t |n the Statement of Proñt and Loss
Opening balance (159,344) (140,375)
Add: Loss for the year (15,885) (18,969)
Closing balance (175,229| (159,344|
(20,018| (4,355|
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
61
5 . Long-term borrowings
As at As at As at As at
31 March 2012 31 March 2011 31 March 2012 31 March 2011
Non current Current maturities
Secured loans:
From banks
Term loans 16,192 23,919 7,727 29,238
Buyer’s credits 85,741 40,926 10,861 13,528
Vehicle loans* 0 3 2 4
From other parties
Vehicle loans 2 5 3 4
101,935 64,853 18,593 42,774
Less: amount disclosed under the head “other current liabilities” (refer to note 10) - - 18,593 42,774
101,935 64,853 - -
* ` 46,531 as on 31 March 2012
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
Footnotes:
Nature of security
a) Term loans
i) Term loans of ` 22,669 lacs (previous year ` 25,907 lacs) are under syndicate
Rupee |oan Fac|||ty and are secured by the creat|on of a frst rank|ng 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 (i) all the
moveable assets, present and future; (ii) the balances lying in and to the credit
of certain accounts and the proceeds of any investments made out of the
said balances; and (iii) 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 38 e)].
ii) Term loan from a bank of ` 1,250 lacs (previous year ` 6,250 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 38 e)].
iii) Term loan of nil (previous year ` 21,000 lacs) is secured by second pari passu
charge on ent|re fxed assets of the Oompany and |s guaranteed by two d|rectors
and also collaterally secured by immovable property and corporate guarantee
provided by Rama Associates Limited and Essel Infra Projects Limited, related
parties [refer to note 38 e)].
b) Buyer’s credits
i) Buyer’s credit of ` 33,280 lacs (previous year ` 7,628 lacs) is secured by pari
passu frst charge on the movab|e and |mmovab|e fxed assets and current assets
of the Company. Further, a corporate guarantee is given by Dhaka Warriors Sports
Private Limited in respect of this loan.
ii) Buyer’s credit of ` 20,033 lacs (previous year ` 16,994 |acs} |s secured by frst
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.
iii) Buyer’s credit of ` 36,857 lacs (previous year ` 10,689 |acs} |s secured by frst par|
passu charge on all present and future movable and immovable assets, including
but not limited to inventory of set-top-boxes and accessories etc., book debts,
operat|ng cash fows, rece|vab|es, comm|ss|ons, 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.
iv) Buyer’s credit of ` nil (previous year ` 7,578 |acs } |s secured by frst charge
on current assets, movable properties, receivables and equipment that rank pari
passu with the charge of certain other lenders, both present and future. Further, a
corporate guarantee is given by Zee Entertainment Enterprises Limited in respect
of these loans, under which, a default by the Company would give ICICI the right
to accelerate the loan, Zee Entertainment Enterprises Limited has covenanted that
it will not provide any guarantee for repayment of any facility in excess of ` 20,000
lacs.
Terms of repayment
Repayable in quarterly installments
i) Loan amounting to ` 3,351 lacs as on reporting date is payable in 14
quarter|y |nsta||ments a|ongw|th month|y |nterest at bank rate p|us 3.25% p.a.
ii) Loan amounting to ` 6,563 lacs as on reporting date is payable in 14
quarter|y |nsta||ments a|ongw|th month|y |nterest at bank rate p|us 2.25% p.a.
iii) Loan amounting to ` 8,380 lacs as on reporting date is payable in 14
quarter|y |nsta||ments a|ongw|th month|y |nterest at bank rate p|us 1.75% p.a.
iv) Loan amounting to ` 4,375 lacs as on reporting date is payable in 14 quarterly
|nsta||ments a|ongw|th month|y |nterest at bank rate p|us 0.50% p|us 1.80% p.a.
Loan amounting to ` 1250 lacs as on reporting date is payable in one quarterly
|nsta||ment a|ongw|th month|y |nterest at Pr|me |end|ng Rate (P|R} m|nus 4.5%
p.a.
The loan has been repaid during the year.
Buyer’s credit comprises of several loan transactions ranging between 2 to 3
years of maturities. Each transaction is repayable in full on maturity dates falling
between November’ 2014 (being farthest) and September’ 2013 (being closest).
Interest on all Buyer’s Credit is payable in half yearly installments ranging from Libor
plus 135 bps to Libor plus 240 bps
Buyer’s 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 farthest) and June’ 2013 (being closest).
Interest on all Buyer’s Credit is payable in half yearly installments at Libor plus 200
bps
Buyer’s 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 October’ 2014 (being farthest) and November’ 2012 (being closest).
Interest on all Buyer’s Credit is payable in half yearly installments ranging from Libor
plus 185 bps to Libor plus 350 bps
Buyer’s credit has been repaid during the year.
62
v) Buyer’s credit of ` 6,432 lacs (previous year ` 11,564 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 38e) .
c) Vehicle loans
Vehicle loans from banks and others are secured by way of hypothecation of
vehicles.
d) The Company did not have any continuing defaults as on the balance sheet date in
repayment of loans and interests.
Buyer’s credit comprises of several loan transactions ranging between 2.5 to
3 years of maturities. Whole amount is repayable in the period by June’ 2012.
Interest on all Buyer’s Credit is payable in half yearly installments and is based on
s|x months ||bor p|us 2% p.a.
i) Balance aggregating `2.20 lacs as at reporting date is repayable in 15 equated
monthly installments
ii) Balance aggregating `0.48 lac as at reporting date is repayable in 4 equated
monthly installments
iii) Balance aggregating `4.84 lacs as at reporting date is repayable in 19 equated
monthly installments
iv) Balance aggregating `0.27 lac as at reporting date is repayable in 3 equated
monthly installments
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
63
6 . Other long-term liabilities
Others:
Income received in advances
Money received against partly paid up shares
Less: amount disclosed under the head “other current liabilities” (refer to note 10)
7 . Long-term provisions
Prov|s|on for emp|oyee benefts
- Gratuity
- Vacation pay
Less: amount disclosed under the head short-term provisions (refer to note 11)
8 . Short-term borrowings
Secured loans
Loans repayable on demand
- Cash credit from banks
Other loans
- Short term loans from bank
Unsecured loans
Loan from a related party [refer to note 38 d)], repayable on demand
Footnotes:
a) Nature of security
|} Oash cred|t from banks |s secured by par| passu frst charge on the movab|e and
|mmovab|e fxed assets and current assets of the Oompany.
ii) Short-term loans from bank are 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 accessor|es etc., book debts, operat|ng cash fows, rece|vab|es,
commissions, revenue and on all intangible assets, including but not limited to
goodwill and uncalled capital, if any, of the Company.
b) The Company did not have any defaults as on the balance sheet date in repayment
of loans and interests.
9 . Trade payables
Sundry creditors
- Outstanding towards micro and small enterprises
- Others
The Company does not have any outstanding dues towards micro and small
enterprises, based on information available
10 . Other current liabilities
Current maturities of long-term borrowings (also refer note 5)
Interest accrued but not due on borrowings
Income received in advance (also refer note 6)
Other payables
- Statutory dues
- Accrued loss on forward contracts
- Advances/ deposits received
- Book overdraft
- Commission accrued
- Employees’ reimbursements
- Ored|tors for fxed assets
- Other creditors
11 . Short-term provisions
Prov|s|on for emp|oyee benefts (refer to note 7}
- Gratuity (refer to note 36)
- Vacation pay
Other provisions
-Regulatory dues (refer to note 40)
As at As at As at As at
31 March 2012 31 March 2011 31 March 2012 31 March 2011
Non current Current
17,702 20,338 30,148 38,527
282 289 - -
17,984 20,627 30,148 38,527
- - 30,148 38,527
17,984 20,627 - -
As at As at As at As at
31 March 2012 31 March 2011 31 March 2012 31 March 2011
Non current Current
654 414 6 12
398 302 11 10
1,052 716 17 22
- - 17 22
1,052 716 - -
As at As at
31 March 2012 31 March 2011
2,000 -
5,000 -
12,500 -
19,500 -
Terms of repayments
Payable on demand
Payab|e on matur|ty a|ong w|th |nterest at the rate of 12.50% pa.
As at As at
31 March 2012 31 March 2011
- -
7,949 22,909
7,949 22,909
As at As at
31 March 2012 31 March 2011
18,593 42,774
703 392
30,148 38,527
2,343 4,778
- 518
6,947 4,315
2,209 999
1,408 1,974
192 204
8,083 22,486
4,799 4,338
75,425 121,305
As at As at
31 March 2012 31 March 2011
6 12
11 10
48,917 31,974
48,934 31,996
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
64
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
12.1 . Fixed Assets - Tangible assets
As at 31 March 2012
As at 31 March 2011
As at 31 March 2011
Footnotes:
i) Additions/ adjustments to gross block of consumer premises equipment (CPE) and plant and machinery and computers include loss on account of foreign exchange
æVDUVBUJPOTBNPVOUJOHUP` 2,057 lacs (previous year deletion of ` 845 lacs as gain), ` 44 lacs (previous year deletion of ` 2 lacs as gain) and nil (previous year deletion of
` 9 lacs as gain) respectively.
* ` 17,230 for the year 2011-12
** ` 4,914 for the year 2010-11
12.2 . Fixed Assets - Intangible assets
As at 31 March 2012
Particulars
Gross block Depreciation Net block
As at
31 March
2011
Additions Sa|e/
adjustments
As at
31 March
2012
Up to
31 March 2011
For the year Sa|e/
adjustment
Up to
31 March
2012
As at
31 March
2012
As at
31 March
2011
Plant and machinery 13,300 627 - 13,927 5,402 1,519 - 6,921 7,006 7,898
Consumer premises equipment
(refer to note 39 b)
212,642 56,533 - 269,175 86,440 49,062 - 135,502 133,673 126,202
Computers* 740 202 2 940 361 128 0 489 451 379
0GåDFFRVJQNFOU 171 38 - 209 34 11 - 45 164 137
'VSOJUVSFBOEåYUVSFT 206 7 1 212 36 15 1 50 162 170
Vehicles 282 (0) 32 250 82 26 3 105 145 200
Leasehold improvements 46 1 - 47 45 1 - 46 1 1
Total 227,387 57,408 35 284,760 92,400 50,762 4 143,158 141,602 134,987
Particulars
Gross block Depreciation Net block
As at
31 March
2010
Additions
Sa|e/
adjustment
As at
31 March
2011
Up to
31 March
2010
For the year
Sa|e/
adjustment
Up to
31 March
2011
As at
31 March
2011
As at
31 March
2010
Plant and machinery 14,238 3,885 4,823 13,300 4,589 1,312 499 5,402 7,898 9,649
Consumer premises equipment
(refer to note 39 b)
146,559 74,297 8,214 212,642 58,164 33,688 5,412 86,440 126,202 88,395
Computers 586 156 2 740 257 105 1 361 379 329
0GåDFFRVJQNFOUT 136 40 5 171 26 9 1 34 137 110
'VSOJUVSFBOEåYUVSFT 88 122 4 206 31 6 1 36 170 57
Vehicles 250 88 56 282 80 26 24 82 200 170
Leasehold improvements 78 - 32 46 76 1 32 45 1 2
Total 161,935 78,588 13,136 227,387 63,223 35,147 5,970 92,400 134,987 98,712
Particulars
Gross block Amortisation Net block
As at
31 March
2011
Additions
Sa|e/
adjustments
As at
31 March
2012
Up to
31 March
2011
For the year
Sa|e/
adjustment
Up to
31 March
2012
As at
31 March
2012
As at
31 March 2011
Goodwill 4,512 - - 4,512 3,835 677 - 4,512 - 677
License fees 1,174 - - 1,174 846 135 - 981 193 328
Software 2,131 89 - 2,220 1,754 226 - 1,980 240 377
Total 7,817 89 - 7,906 6,435 1,038 - 7,473 433 1,382
Particulars
Gross block Amortisation Net block
As at
31 March
2010
Additions
Sa|e/
adjustment
As at
31 March
2011
Up to
31 March
2010
For the year
Sa|e/
adjustment
Up to
31 March 2011
As at
31 March 2011
As at
31 March
2010
Goodwill 4,512 - - 4,512 2,933 902 - 3,835 677 1,579
License fees 1,174 - - 1,174 711 135 - 846 328 463
Software** 2,148 2 19 2,131 1,398 356 0 1,754 377 750
Total 7,834 2 19 7,817 5,042 1,393 0 6,435 1,382 2,792
65
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
13 . Non-current |nvestments (Unquoted|
|ong term |nvestments (at cost, un|ess spec|fed otherw|se}
Trade investments
Investments in equity instruments
In subsidiary companies (fully paid up)
Dish TV Singapore Pte Ltd.*
1 (previous year nil) equity share of one SGD fully paid up
* represent `41 (Singapore Dollor 1) as at 31 March 2012.
Integrated Subscribers Management Services Limited
Nil (previous year 150,000) equity shares of `10 each fully paid up
Others
Balance of unutilised monies raised by issue
- Oert|fcate of depos|t
Represents depos|t w|th SlOOM ||m|ted (a fnanc|a| |nst|tut|on}.
(refer to note 44)
Aggregate book value of unquoted investments
14 . Long-term loans and advances
(Unsecured and considered good, unless otherwise stated)
Capital advances
Security deposits
Others:
Prepaid expenses
Amounts/ taxes paid under protest
15 . Other non-current assets
Others:
Fixed deposits with banks with maturity period more than 12 months (refer to note 18)
16 . Inventories
Stock-in-trade (at the lower of cost and net realisable value)
-Customer premises equipment with accessories
17 . Trade receivables
(Unsecured and considered good, unless otherwise stated)
Debts outstanding for a period exceeding six months
- Considered good
- Considered doubtful
Other debts
- Considered good
Provision for doubtful debts
18 . Cash and bank balances
Cash and cash equivalents
Balances with banks :
- in current accounts #
- deposits with maturity of upto 3 months
Cheques, drafts on hand
Cash on hand
Other bank balances
- deposits with maturity of more than 3 months but upto 12 months ##
Less: amount disclosed under the head other non-current assets (refer to note 15)
As at As at
31 March 2012 31 March 2011
- -
- 15
15,000 20,000
15,000 20,015
15,000 20,015
As at As at
31 March 2012 31 March 2011
- 1,594
179 469
187 221
1,585 1,107
1,951 3,391
As at As at
31 March 2012 31 March 2011
695 1,281
695 1,281
As at As at
31 March 2012 31 March 2011
688 444
688 444
As at As at
31 March 2012 31 March 2011
521 1,254
117 30
2,340 900
2,978 2,184
(117) (30)
2,861 2,154
As at As at As at As at
31 March 2012 31 March 2011 31 March 2012 31 March 2011
Current Non Current
3,638 9,878 - -
48 17 - -
12,553 4 - -
1 6 - -
22,273 20,833 695 1,281
38,513 30,738 695 1,281
- - 695 1,281
38,513 30,738 - -
66
As at As at
31 March 2012 31 March 2011
8,703 12,426
568 1,024
4,037 2,545
1,529 1,311
6,615 10,402
531 2,069
21,983 29,777
- 58
- (58)
21,983 29,777
As at As at
31 March 2012 31 March 2011
28 190
15 23
5 88
780 -
828 301
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
19 . Short-term loans and advances
(Unsecured and considered good, unless otherwise stated)
Considered good
Loans and advances to related parties (refer to note 38 d)
Others
- Prepaid expenses
- Advances to vendors, distributors etc.
- Advance tax [net of provision ` 70 lacs (previous year ` 70 lacs)]
- Customs duty, service tax and sales tax
- Deposits
Considered doubtful
Other loans and advances
Advances to vendors, distributors, etc.
Provision for doubtful advances
20 . Other current assets
*ODPNFBDDSVFECVUOPUEVFPOåYFEEFQPTJUT
Insurance claim receivable
Unamortised premium on forward contracts
Accrued gains on forward contracts
# include ` 338 lacs (previous year ` 310 lacs ) in share call money accounts in
respect of rights issue.
## includes unutilised proceeds of GDR Issue amounting to ` 20,634 lacs (previous
year ` 17,320 lacs )
67
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
21 . Revenue from operations
Income from Direct to home (DTH) subscribers :
-Subscription revenue
-Lease rentals
Teleport services
Bandwidth charges
Sales of customer premises equipment (CPE) and accessories
Advertisement income
Other operating income
22 . Other income
Interest income from
- fxed depos|ts/ marg|n accounts
- others
Fore|gn exchange fuctuat|on
Proft on redempt|on of un|ts of mutua| funds (non trade, current}
Proft on sa|e of |nvestment (trade} |n a subs|d|ary
Liabilities written back
Miscellaneous income
23 . Changes in inventories of stock-in-trade
Opening stock
Less: Closing stock
24 . Operating expenses
Transponder lease
License fees
Uplinking charges
Programming and other costs (refer to note 50)
Entertainment tax
25 . Emp|oyee beneñts expenses
Salary, bonus and allowances
Contribution to provident and other funds
Staff welfare
Recruitment and training expenses
26 . Selling and distribution expenses
Advertisement and publicity expenses
Business promotion expenses
Commission
Customer support services
27 . Finance costs
Interest on:
-Term loans
-Buyer’s credits
-Interest on deferred payments
-Others
Fore|gn exchange fuctuat|on (net}
Other borrowing costs
For the year ended For the year ended
31 March 2012 31 March 2011
166,389 119,270
22,057 19,853
1,397 1,072
3,967 2,559
354 335
1,594 542
24 24
195,782 143,655
For the year ended For the year ended
31 March 2012 31 March 2011
3,047 2,408
362 4,930
- 732
75 357
93 -
201 358
81 19
3,859 8,804
For the year ended For the year ended
31 March 2012 31 March 2011
444 278
688 444
(244| (166|
For the year ended For the year ended
31 March 2012 31 March 2011
11,358 6,172
20,025 14,990
703 554
60,874 51,682
6,793 5,184
99,753 78,582
For the year ended For the year ended
31 March 2012 31 March 2011
6,543 5,232
402 311
76 57
77 63
7,098 5,663
For the year ended For the year ended
31 March 2012 31 March 2011
7,967 7,823
354 603
15,082 15,903
5,690 4,142
29,093 28,471
For the year ended For the year ended
31 March 2012 31 March 2011
5,857 8,181
2,078 655
- 1,447
2,968 2,514
5,099 -
1,778 2,317
17,780 15,114
68
28 . Other expenses
Electricity charges
Rent
Repairs and maintenance
- Plant and machinery
- Building
- Others
Insurance
Rates and taxes
Vehicle running
Legal and professional fees
Director’s sitting fees
Printing and stationary
Communication expenses
Travelling and conveyance
Service and hire charges
Freight, cartage and demurrage
Bad debts and balances written off
Provision for doubtful debts
-PTTPOTBMFEJTDBSEPGåYFEBTTFUT
Loss on sale/ discard of capital work in progress
Miscellaneous expenses
For the year ended For the year ended
31 March 2012 31 March 2011
361 250
533 419
210 101
45 17
144 57
39 16
44 52
12 10
1,367 945
11 12
511 607
610 529
848 610
404 266
801 1,173
163 -
41 -
- 1,710
2,823 -
542 58
9,509 6,832
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
69
29. CIF value of imports
30. Expend|ture |n fore|gn currency (accrua| bas|s|
31. Earn|ngs |n fore|gn currency (accrua| bas|s|
32. Particulars in respect of trading goods purchased for resale
Figures in brackets are for previous year
33. Compos|te Scheme of Ama|gamat|on and Arrangements ('the Scheme'|
i) Agrani Satellite Services Limited (‘ ASSL’ ), a wholly owned subsidiary of the Company, was formed to
own, establish and operate Ku band satellite system and to market and lease their bandwidth capacities.
However, due to unfavorab|e market cond|t|ons, the sate|||te bus|ness was d|scont|nued |n the fnanc|a| year
2009-10. Integrated Subscriber Management Services Limited (‘ ISMSL’ ), another wholly owned subsidiary
of the Company, was in the business of providing services on commercial basis pertaining to subscriber’s
management, including raising and collection of bills, collection and maintenance of subscriber’s information,
preparation of required reports and call centre activities.
||} ln order to s|mp||fy the group structure and |mprove cost effc|ency, the Board of D|rectors had approved
a Composite Scheme of Amalgamation and Arrangement between the Company, ASSL, ISMSL and their
C|ass|ñcat|on of
goods
Opening stock
Value
Purchase
Value
Sales
Value
Closing stock
Value
Customer premises
equipment with
accessories
444
(278)
737
(392)
354
(335)
688
(444)
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Components and spare parts 218 279
Capital equipments 47,926 75,505
Others 138 45
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Programming and other cost 5,589 3,246
Transponder leases 1,321 -
Professional and consultancy charges 49 59
Travelling expenses 6 7
lnterest and fnance expenses 2,078 825
Others 2 3
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Interest income 938 422
Bandwidth charges 109 223
Subscription income 585 -
Others 3 -
70
respective shareholders and creditors (‘ the Scheme’ ) at their meeting held on 11 June 2010. The Scheme
envisaged transfer of the Company’s non-DTH related business [including equity shares in ASSL and in
Agrani Convergence Limited (‘ ACL’ ), another subsidiary company], to ISMSL followed by the merger of
ASSL with ISMSL on 31 March 2010, the appointed date. As consideration for transfer of non-DTH related
business, ISMSL would issue and allot 100,000 equity shares of the face value of ` 10 each, fully paid up,
to the Company.
iii) The above Scheme was approved by the Hon’ ble High Court of Delhi, vide its Order dated 3 March 2011
and corr|gendum dated 31 March 2011 and became effect|ve on 31 March 2011 on f||ng the Order of the
Court with the Registrar of Companies, NCT of Delhi and Haryana.
iv) To give effect to the Scheme and the Order of the Hon’ ble High Court, the Company transferred its
undertaking, along with assets and liabilities as on 31 March 2010, relating to the non-DTH business to
ISMSL. In accordance with the Scheme, the excess of the book value of net assets transferred as at 31
March 2010, over the cons|derat|on rece|ved was d|rect|y adjusted |n the Genera| Reserve |n fnanc|a| year
2010-11 as under:
v} The non-DTH bus|ness, transferred as above and wh|ch was exc|uded from the fnanc|a| statements of the
Company after 31 March 2010, did not have any operations during the previous year.
vi) While the Company followed the accounting treatment prescribed in the Scheme, duly approved by the
Hon’ ble High Court of Delhi, it resulted in certain deviations as compared to the Generally Accepted
Account|ng Pr|nc|p|es (GAAP} |n lnd|a. Had the Oompany fo||owed the GAAP, the |mpa|rment of fxed
assets/ diminution in the value of investment [in accordance with Accounting Standard (‘ AS’ ) 28 and AS 13
respect|ve|y| wou|d have been recogn|sed |n the Proft and |oss Account of the fnanc|a| year 2009-10 and,
accord|ng|y, |oss for the year 2009-10 and the deb|t ba|ance |n the Proft and |oss Account as at 31 March
2010 would have been higher by ` 17,435 lacs.
S|nce the aforesa|d |mpa|rment of fxed assets/ d|m|nut|on |n the va|ue of |nvestment was not recogn|sed |n
the previous year as a prior period item, which together with the impact of the transfer of other net assets/
liabilities in the previous year, net of consideration received, was adjusted in General Reserve directly, the loss
for the prev|ous year and the deb|t ba|ance |n the Proft and |oss Account at the end of the prev|ous year
was lower by ` 15,110 lacs. However, on implementation of the Scheme, the above net loss stands adjusted
directly in the General Reserve in accordance with the accounting treatment approved in the Scheme by the
Hon’ ble High Court of Delhi
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
Particulars Amount
Fixed assets 4,324
Investments in ASSL 9,440
Advances including share application money in ASSL 3,671 17,435
Investments in ACL 1,247
Other loans and advances 12,084
Total assets 30,766
Less: liabilities
Provision for doubtful advances 12,084
Provision for diminution in the value of investment in ACL 1,247
Security deposits received 2,315
Total liabilities 15,646
Book value of net assets transferred 15,120
Consideration received by way of equity shares in ISMSL 10
Excess of book value of net assets over the consideration received, 15,110
adjusted in General Reserve
71
34. i) Further to enhance the focus of the Company on core Direct to Home (DTH) operations and to capitalize the
growth prospects of DTH industry, the Company divested its entire investment on 1 June 2011 in ISMSL
and recorded proft on sa|e of such |nvestment amount|ng to ` 93 lacs in other income.
ii) During the year, Dish TV Singapore Pte. Ltd. was incorporated on 6 October 2011 as a wholly owned
subsidiary of the Company under the laws of Singapore to provide DTH related services.
iii) During the year upon inter-se transfer of shares between the Promoters, with effect from 26 December 2011
the Company has become a subsidiary of Dhaka Warriors Sports Private Limited.
iv) Since April 1, 2010 the new CAS activity was undertaken by the Company. However, the Viewing Cards
(VC) activated prior to that date are being serviced by ISMSL (now a part of Cyquator Media Services Private
Limited, refer to as Cyquator).
With a desire to consolidate all the operations of the CAS division, the Company on 31 May 2011, acquired
the CAS division of ISMSL (now Cyquator) as a going concern at a value as under:-
35. Emp|oyee stock opt|on p|an (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
opt|ons, w|th 20% vest|ng each year. Once the opt|ons vest as per the Scheme, they wou|d be exerc|sab|e
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
account|ng of the above opt|ons, there |s no charge |n the Statement of Proft and |oss.
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
Particulars Amount
Fixed assets-VC cards 5,185
Receivables 123
5,308
Less
ayables for VC cards (Conax) 935
Net amount adjusted from the payable balance 4,373
72
The activity relating to the options granted and movements therein are set out below:
The following table summarizes information on the share options outstanding as of 31 March 2012:
The following table summarizes information on the share options outstanding as of 31 March 2011:
* re-priced as per Shareholders’ approval on 28 August 2008. Refer note above
# on a weighted average basis.
36. D|sc|osure pursuant to Account|ng Standard 15 on "Emp|oyee Beneñts"
Deñned contr|but|on p|ans
An amount of ` 360 lacs (previous year ` 277 lacs) and ` 6 lacs (previous year ` 6 lacs) for the year, have
been recognized as expenses in respect of the Company’s contributions to Provident Fund and Employee’s
State Insurance Fund respectively, deposited with the government authorities and have been included under
PQFSBUJOHBOEPUIFSFYQFOEJUVSFJOUIF4UBUFNFOUPG1SPåUBOE-PTT
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Options outstanding at the beginning of the year 2,293,220 2,054,300
Add: Options granted 125,000 1,038,300
Less: Exercised 447,340 557,060
Less: Lapsed 191,700 242,320
Options outstanding at the end of the year 1,779,180 2,293,220
Particulars Date of grant Number of shares Remaining Exercise price
remaining out of options contractual life
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#
Particulars Date of grant Number of shares Remaining Exercise price
remaining out of options contractual life
Lot 1 21 August 2007 714,040 6.39 37.55*
Lot 2 24 April 2008 - - -
Lot 3 28 August 2008 30,000 7.41 37.55*
Lot 4 28 May 2009 361,100 8.16 47.65
Lot 5 27 October 2009 149,780 8.58 41.45
Lot 6 26 October 2010 201,250 9.57 57.90
Lot 7 21 January 2011 837,050 9.81 58.95
Options outstanding at the end of the year 2,293,220 8.35# 48.99#
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
73
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Changes in present value of obligation
Present value of obligation as at the beginning of the year 426 310
Interest cost 36 25
Current service cost 191 131
Benefts pa|d (9} (5}
Actuarial (gain)/ loss on obligation 16 (35)
Present value of obligation as at end of the year 660 426
Short term 6 12
Long term 654 414
660 426
Deñned beneñt p|ans
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 Company’s Scheme, whichever is more
benefc|a|.The fo||ow|ng tab|e sets forth the status of the gratu|ty p|an of the Oompany and the amounts recogn|sed
|n the Ba|ance Sheet and Statement of Proft and |oss:
The principal assumptions used in determining gratuity for the Company’s plans are shown below:
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.
Sa|ary esca|at|on rate: The est|mates of sa|ary |ncreases, cons|dered |n actuar|a| va|uat|on, take account of |nfat|on,
promotion and other relevant factors.
Particulars As at As at
31 March 2012 31 March 2011
Discount rate 8.50 8.00
Salary escalation rate (per annum) 11.00 10.00
Withdrawal rates
Age- Üpto 30 years 13% 13%
31-44 years 2% 2%
Above 44 years 1% 1%
Mortality rate LIC (1994 - 96) LIC (1994 - 96) duly
mod|fed
Particulars As at As at
31 March 2012 31 March 2011
Expenses recogn|zed |n the Statement of Proft and |oss
Current service cost 191 131
lnterest cost on beneft ob||gat|on 36 25
Net actuarial (gain)/ loss recognised in the year 16 (35)
Expenses recogn|sed |n the Statement of Proñt and Loss 243 121
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
74
37. Segmental information
The Company is in the business of providing Direct to Home (‘ DTH’ ) and teleport services primarily in India. As the
Company’s business activity primarily falls within a single business and geographical segment, disclosures in terms
of Accounting Standard 17 on “Segment Reporting” are not applicable.
38. Related party disclosures
a) Related parties where control exists: Holding company:
Dhaka Warriors Sports Private Limited (with effect from 26
December 2011)
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)
Dish TV Singapore Pte Limited
Agrani Convergence Limited #
Agrani Satellite Services Limited #
(#Investments disposed of to ISMSL in pursuant to the
Scheme approved by the Hon’ ble High Court of Delhi, vide
its Order dated 3 March 2011 effective 31 March 2010)
b| Other re|ated part|es w|th whom the Company had transact|ons:.
Key management
personnel
Mr. Jawahar Lal Goel
Enterprises
over which key
management
personnel/
their relatives
IBWFTJHOJåDBOU
JOæVFODF
ASC Telecommunication Private Limited (formerly ASC Telecommunication Limited)
Asia Today Limited
Asia TV USA Limited
Churu Trading Company Private Limited
Cyquator Media Services Private Limited
Dakshin Media Gamming Solutions Private Limited
Diligent Media Corporation Limited
E-City Property Management & Services Private Limited
Essel Agro Private Limited
Essel Corporate Resources Private Limited
Essel Infraprojects Limited
Essel International Limited
Indian Cable Net Company 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
Procall Private Limited
Rama Associates Limited
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
;&&5FMFåMNT.JEEMF&BTU'[--$
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
75
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
c| Transact|ons w|th re|ated part|es:
Particular
For the year ended
31 March 2012
For the year ended
31 March 2011
Total Amount Amount for major parties Total Amount Amount for major Parties
(|| W|th key management personne| 83 81
Managerial remuneration
83 81
(||| W|th subs|d|ary compan|es
Purchase of goods and services: 1,400 7,503
Integrated Subscribers Management
Services Limited
1,398 7,503
Dish TV Singapore Pte Limited 2 -
Interest received 152 4,225
Integrated Subscribers Management
Services Limited
152 4,225
Short-term loans and advances 8,490 28,054
Integrated Subscribers Management
Services Limited
8,490 28,054
Refunds received against short-term
loans and advances given
2,122 48,632
Integrated Subscribers Management
Services Limited
2,122 48,632
Issue of equity shares - 10
Integrated Subscribers Management
Services Limited
- 10
Assets and liabilities taken over under
slump sale
Integrated Subscribers Management
Services Limited
4,373 -
- Total assets 5,308 -
- Total liabilities 935 -
Investment # -
Dish TV Singapore Pte. Limited # -
Collection on behalf of company 1,420 -
Dish TV Singapore Pte. Limited 1,420 -
Remittance received out of collection
on behalf of company
747 -
Dish TV Singapore Pte. Limited 747 -
76
Particular For the year ended
31 March 2012
For the year ended
31 March 2011
Total Amount Amount for
major parties
Total Amount Amount for
major parties
(|||| W|th other re|ated part|es:
Revenue from operation and other
|ncome (net of taxes|
1,541 1,180
Zee Entertainment Enterprises Limited 696 436
Zee News Limited 463 443
Zee Aakash News Private Limited 172 149
Asia Today Limited 126 130
Wire and Wireless (India) Limited 64 16
Other related parties 20 6
Purchase of goods and services 31,300 17,521
Zee Turner Limited 2,400 9,055
Zee Entertainment Enterprises Limited 4,529 4,259
ITZ Cash Card Limited 1,573 1,511
Taj Television India Private Limited 4,070 1,905
Essel Business Processes Limited (Now
merged with Cyquator Media Services
Private Limited )
4,875 -
Media Pro Enterprise India Private Limited 12,921 -
Other related parties 932 791
Rent paid 327 289
Zee Entertainment Enterprises Limited 287 253
Rama Associates Limited 32 28
Other related parties 8 8
Interest paid 4 1,447
Essel International Limited 4 1,447
Interest received 178 701
Essel Agro Private Limited - 596
ASC Telecommunication Limited 133 105
Essel Business Processes Limited (Now
merged with Cyquator Media Services
Private Limited )
45 -
Purchase of ñxed assets - 1,478
Essel International Limited - 1,431
Wire and Wireless (India) Limited - -
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
77
Particular For the year ended
31 March 2012
For the year ended
31 March 2011
Total Amount Amount for
major parties
Total Amount Amount for
major parties
Other related parties - 47
Sale of investments 108 -
Essel Corporate Resources Pvt. Ltd 108 -
Reimbursement of expenses paid 351 276
Zee Entertainment Enterprises Limited 335 224
ITZ Cash Card Limited - 43
Other related parties 16 9
Reimbursement of expenses received 3 10
Wire and Wireless (India) Limited 1 3
Zee Entertainment Enterprises Limited 1 7
Zee News Limited 1 -
Balance written Off 18 -
PAN India Network Limited 17 -
Dakshin Media Gaming Solutions Private
Limited
1 -
Short-term borrowings 12,500 -
Essel International Limited 12,500 -
Short-term loans and advances 1,429 695
ITZ Cash Card Limited 707 500
Essel Business Processes Limited (Now
merged with Cyquator Media Services
Private Limited )
610 -
Essel Agro Private Limited 101 -
Other related parties 11 195
Refunds received against short- term
loans and advances
7,324 10,961
Essel Agro Private Limited - 8,756
ITZ Cash Card Limited 821 1,990
Essel Business Processes Limited (Now
merged with Cyquator Media Services
Private Limited )
6,489 -
Other related parties 14 215
# Rs 41 (Singapore Dollar 1)
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
78
d| Ba|ance at the year end:
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
With subsidiary companies:
Investment - 15
Integrated Subscribers Management
Services Limited
- 15
Dish TV Singapore Pte Limited # -
Short term loans and advances - 7,746
Agrani Satellite Services Limited - -
Integrated Subscribers Management
Services Limited
- 7,746
Trade payables 2 -
Dish TV Singapore Pte Limited 2 -
Other rece|vab|e (co||ected on beha|f
of company|
673 -
Dish TV Singapore Pte Limited 673 -
With other related parties:
Loans and advances given 8,703 4,680
Essel Agro Private Limited 2,302 2,200
ITZ Cash Card Limited 523 579
ASC Telecommunication Private Limited 1,995 1877
Cyquator 3,882 21
Other related parties 1 3
Short-term borrowings 12,500 -
Essel International Limited 12,500 -
Trade payables 4,930 14,334
Zee Entertainment Enterprises Limited 955 1,412
Zee Turner Limited 1,758 12,693
Media Pro Enterprise India Private Limited 1,780 -
Other related parties 437 229
Particular As at
31 March 2012
As at
31 March 2011
Total Amount Amount for
major parties
Total Amount Amount for
major parties
79
# Rs 41 (Singapore Dollar 1)
e| Guarantees etc. g|ven by re|ated part|es |n respect of secured |oans:
i) As at 31 March 2012, 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 2012, corporate guarantee by Dhaka Warriors Sports Private Limited amounting to ` 20,000
lacs (Previous year ` 20,000 lacs from Churu Trading Company Private Limited). During the year corporate
guarantee of ` 20,000 lacs were released and transferred from Churu Trading Company Private Limited to
Essel Corporate Resources Private Limited which was later transferred to Cyquator Media Services Private
||m|ted and fna||y to Dhaka Warr|ors Sports Pr|vate ||m|ted
iii) As at 31 March 2012, corporate guarantee by Zee Entertainment Enterprises Limited amounting to
` 13,222 lacs (previous year ` 32,220 lacs). During the year, the guarantee of ` 18,998 lacs (previous year
` 10,840 lacs) was released. The remaining guarantee is outstanding as at the year end.
iv) As at 31 March 2012, corporate guarantee by Essel Infraprojects Limited and Rama Associates Limited
amounting to ` Nil (previous year ` 30,000 lacs), jointly and severally. During the current year the guarantee
was released.
v) As at 31 March 2012 completion support undertaking from Zee Entertainment Enterprises Limited for the
buyer’s credit of ` 6,432 lacs (previous year ` 11,564 lacs).
39. Leases
(a) Obligation on operating lease:
The Oompany`s s|gn|fcant |eas|ng arrangements are |n respect of operat|ng |eases taken for offces, res|dent|a|
premises, transponder, etc. These leases are generally cancellable operating lease agreements that are
renewable on a periodic basis at the option of both the lessee and the lessor except in case of leases for
offce prem|ses wh|ch are non-cance||ab|e |eases. The |n|t|a| tenure of the |ease genera||y |s for 11 months to
51 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 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
Particular As at 31 March 2012 As at 31 March 2011
Total Amount Amount for
major parties
Total Amount Amount for
major parties
Trade receivables 685 1,194
Asia Today Limited 96 277
Zee News Limited 200 337
Zee Entertainment Enterprises Limited 44 160
Dakshin Media Gaming Solution Private
Limited
148 268
Wire and Wireless (India) Limited 197 142
Zee Aakash News Private Limited - 10
80
M|n|mum |ease payments for non-cance||ab|e operat|ng |eases |n respect of offce prem|ses:
b| Assets g|ven under operat|ng |ease:
The Company has leased out assets by way of operating lease. The gross book value of such assets at the end of
the year, its accumulated depreciation and depreciation for the year are as given below:
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 agreement are
as follows:
The life of the Consumer Premises Equipment (CPE) for the purposes of depreciation has been estimated by the
management as fve years. However, |n certa|n cases, the one-t|me advance contr|but|ons towards the OPEs |n the
form of rentals are recognised as revenue over a period of three years. The Company is in the process of streamlin-
ing the above practices.
40. 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
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Lease rental charges during the year (net of shared cost) 12,162 7,145
Sub-lease payment received (being shared cost) 669 596
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Within one year - 13
|ater than one year and not |ater than fve years - -
|ater than fve years - -
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Gross value of assets 269,176 212,643
Accumulated depreciation 135,502 86,440
Net block 133,674 126,203
Depreciation for the year 49,062 33,688
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Lease rental income recognised during the year 22,057 19,853
Total future Total future
minimum lease minimum lease
Particular rentals receivable as rentals receivable as
on 31 March 2012 on 31 March 2011
Within one year 13,827 18,155
|ater than one year and not |ater than fve years 8,655 14,288
|ater than fve years - -
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
81
considering the terms and conditions of the License given by the Regulatory Authority.
Prov|s|on for regu|atory dues (|nc|ud|ng |nterest|
The outfow of econom|c benefts w|th regard to the d|sputed port|on wou|d be dependent on the fna| dec|s|on by
the Regulatory Authority.
41. Auditors’ remunerations
42. Earnings per share
Reconciliation of basic and diluted shares used in computing earnings per share
Since the Company had losses during the current year and previous year, the basic and diluted earnings per share
are the same.
43. Deferred tax assets
Components of deferred tax asset:
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Opening provision 31,974 17,504
Add: Created during the year 22,637 16,470
Less: Utilised during the year 5,694 2,000
Closing provision 48,917 31,974
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Auditors 25 16
Other services 38 42
Reimbursement of expenses 3 1
Total 66 59
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Loss for the year attributable to equity shareholders (in ` lacs) 15,885 18,969
Number of shares considered as weighted 1,063,307,540 1,062,602,469
average shares outstanding for computing
basic earnings per share
Nominal value per share (in `) 1 1
Basic and diluted loss per share (in `) 1.49 1.79
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Deferred tax assets on account of:
-Depreciation 15,651 10,469
-Unabsorbed depreciation and tax losses 35,610 41,105
-Prov|s|on for vacat|on pay and ret|rement beneft prov|s|on 347 245
-Demerger expenses as per section 35DD 5 1
-Provision for doubtful debts and advances 38 10
-Unrealised Foreign exchange loss 1,467 -
Deferred tax assets 53,118 51,830
Recogn|sed |n the ñnanc|a| statement - -
82
In the absence of virtual certainty of realisation in future, deferred tax assets have not been recognized.
44. Rights issue
(a} The Oompany dur|ng the fnanc|a| year ended 31 March 2009 |ssued 518,149,592 equ|ty 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:
*Shareho|ders are ent|t|ed to make the ca|| payment after due date w|th s|mp|e |nterest @ 8% p.a.
Üpto the fnanc|a| year ended 31 March 2012, the Oompany has rece|ved ` 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; ` 41,399 lacs (previous year ` 41,375 |acs} towards the frst ca|| money on 517,489,670 (prev|ous year
517,182,339) equity shares; and ` 41,234 lacs (previous years ` 41,209 |acs} towards the second and fna| ca||
money on 515,427,157 (previous year 515,113,693) equity shares.
The Company has also received ` 282 lacs (previous year ` 289 |acs} towards frst ca|| and/ or second and fna| ca||.
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 uses aggregating to ` 98,673 lacs (previous year
` 93,672 lacs) is as under. The monitoring agency, IDBI Bank Limited, has issued its report dated 13 January 2012
on utilization of the Rights Issue proceeds upto 31 December 2011.
Particulars Total amount
due (per
share| (` |
Towards face
va|ue (per
share|(` |
Towards securi-
ties premium
(per share| (` |
Total
amount
(` | (|acs|
Due on (from the
date of allotment,
at the option of
the Company|
Date of making
the Call
On applica-
tion
6.00 0.50 5.50 31,089 Along with applica-
tion
Not applicable
On frst ca|| 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, pay-
able on or before
31 July 2009*
On second
and fna|
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 1
March 2010*
Total 22.00 1.00 21.00 113,993
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
83
The details of utilisation of Rights Issue proceeds by the Company, on an overall basis, is as below:
45. Issue of G|oba| Depos|tory Rece|pts (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 represent-
ing 1000 fully paid equity shares. The pricing of the GDR as per the pricing formula prescribed under For-
eign 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 23 November
2009.
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 Com-
mittee 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 GDR’s are listed at the Luxembourg
Stock Exchange.
The details of utilisation of GDR proceed by the Company, on an overall basis, is as below:
Particulars Upto Upto
31 March 2012 31 March 2011
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 19,407 14,406
Acquisition of Consumer Premises Equipment (CPE) 26,000 26,000
Right issue expenses 545 545
Tota| money ut|||sed (A| 98,673 93,672
Unutilised amount lying with:-
Oert|fcate of depos|t w|th a fnanc|a| |nst|tut|on 15,000 20,000
Balance in current account 49 1
Tota| unut|||sed money (B| 15,049 20,001
Tota| (A+B| 113,722 113,673
Particulars Upto Upto
31 March 2012 31 March 2011
Amount utilized
Acqu|s|t|on of fxed assets |nc|ud|ng OPEs 7,670 7,353
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, 21,065 20,679
bank charges and exchange fuctuat|on
Total 29,891 29,188
Less: interest earned (440) (423)
Tota| (A| 29,451 28,765
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
84
Particulars Upto Upto
31 March 2012 31 March 2011
Unutilised amount lying with:
lnvestments |n fxed depos|t/ marg|n money - 500
Ba|ance w|th other bank |n fxed depos|t/
margin money in foreign currency 20,634 17,320
Tota| (B| 20,634 17,820
Tota| (A+B| 50,085 46,585
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Expenses
Interest expense - 99
Total expenses - 99
46. Prior period income and expenses
47.
Foreign currency transactions
a} ln accordance w|th the Account|ng Standard 11 (AS-11} and re|ated not|fcat|ons, the fore|gn currency
exchange loss of ` 2,101 lacs has been adjusted (previous year foreign currency exchange gain of ` 856
|acs} |n the va|ue of fxed assets and `154 lacs (previous year foreign currency exchange gain of Rs 30 lacs)
in the capital work in progress.
b) i) The Company has outstanding forward contracts of US Dollars 126 lacs (previous year US Dollar 429 lacs)
at fxed amount of ` 5,652 lacs (` 19,660 lacs) which will be settled at future date. The purposes of these
derivative contracts are for repayment of loans of US Dollar 126 lacs.
ii) Foreign currency transactions outstanding as on balance sheet date that are not hedged by derivative
instruments or otherwise are as under:
* SGD 5,000
Particular As at 31 March 2012 As at 31 March 2011
Amount in USD Amount in SGD Amount in ` Amount in USD Amount in SGD Amount in `
Balances with bank 403 - 20,634 388 - 17,320
Receivables 13 - 687 33 - 1,452
Loans and borrowings 1,763 - 90,171 791 - 35,312
Trade Payable 98 -* 5,035 210 - 9,378
85
48. Supplementary statutory information required to be given pursuant to Clause 32 of the Listing Agreement,
in respect of loans and advances given:
49. Contingent liabilities and commitments
a| Cont|ngent ||ab|||t|es
b| Comm|tments
Name of the enterprise Balance as at 31
March 2012
Maximum Out-
standing during the
year 2011-12
Balance as at 31
March 2011
Maximum Outstanding
during the year 2010-11
Loans and Advances (|n-
cluding advance against
share application
money| to subs|d|ar|es
Agrani Satellite Services
Limited
- - - 24,214
Integrated Subscriber Man-
agement Services Limited
- 17,087 7,746 37,115
Loans and advances
given to companies
in which directors are
interested
Rama Associate Limited - 3 3 12
Loans and advances,
where there is no repay-
ment schedule
Essel Agro Private Limited 2,302 2,302 2,200 10,956
ASC Telecommunication
Private Limited
1,995 1,995 1,876 1,876
Cyquator 3,883 10,019 - -
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Claim against the Company not acknowledged as debt 483 483
Income-tax Act, 1961(refer note 49c) 2,652 4,056
Sales Tax and Value Added Tax demands 1,169 1,099
Indian Customs Act, 1962 795 1,494
Finance Act,1994 (Service tax case) 167 -
Wealth Tax Act,1957 1 -
Entertainment tax demands (refer note 49d) 1,244 1,182
Legal cases including customers against the Company Unascertained Unascertained
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Estimated amount of contracts 19,343 34,699
remaining to be executed
on capital account
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
86
c) During the previous year, the Company received a demand notice for income tax and interest thereon aggregating ` 4,056
lacs in relation to an earlier year. During the current year the Company received stay order on demand of ` 4,056 lacs,
depositing ` 400 lacs till disposal of appeal or 31 July 2012, whichever is earlier. Further, the assessing authority has
reduced the demand to ` 2,642 |acs on the bas|s of app||cat|on for rect|fcat|on f|ed by the Oompany. The matter perta|ns
to alleged short deduction of tax at source on certain payments and interest thereon for delayed period. The Company
has d|sputed the |ssue and has f|ed an appea| aga|nst the abovesa|d demand w|th the tax author|t|es. The Oompany,
supported by a |ega| v|ew |n the matter, |s of the v|ew that no prov|s|on |s necessary t||| the d|spute |s fna||y conc|uded by
the appropriate authorities.
d) 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.
50. Dur|ng the year, the Oompany m|grated from the fxed fee agreement w|th ESPN Software lnd|a Pr|vate ||m|ted (ESS} to a
Reference Interconnect Offer (RIO) based agreement for its content fees. Upon refusal by the ESS to migrate, the Company has
approached the Telecom Dispute Settlement Appellate Tribunal (TDSAT). The TDSAT, vide its judgement dated 10 April 2012, has
allowed the Company to pay the content fees to ESS w.e.f. 1 September 2011 on the basis of RIO rates published by ESS and
also allowed the Company a refund of any amount representing the difference between the amount paid by the Company as per
the fxed fee agreement and the amount payab|e under the RlO rates w.e.f. 1 September 2011. Though ESS has f|ed a spec|a|
leave petition against the above order before the Supreme Court after the year end, the company in lieu of the order of the TDSAT
has exercised its right to claim the above refund of the balance amount and/ or adjust the same from the monthly content fee
payable to ESS. The content charges aggregative ` 1,710 lacs with respect to the above party have accordingly been adjusted.
51. The fnanc|a| statements for the year ended 31 March 2011 had been prepared as per the then app||cab|e, pre-rev|sed Schedu|e
vl to the Oompan|es Act, 1956. Oonsequent to the not|fcat|on of rev|sed schedu|e vl under the Oompan|es Act, 1956, the
fnanc|a| statements for the year ended 31 March 2012 are prepared as per the rev|sed schedu|e vl. Accord|ng|y, the prev|ous year
fgures have a|so been rec|ass|fed to conform to th|s year`s c|ass|fcat|on. The adopt|on of rev|sed schedu|e vl for the prev|ous year
fgures does not |mpact recogn|t|on and measurement pr|nc|p|es fo||owed for preparat|on of fnanc|a| statements. The fo||ow|ng |s
a summary of s|gn|fcant effects that rev|sed schedu|e vl has pr|mar||y on presentat|on of Ba|ance Sheet of the Oompany as at 31
March 2011:
As per pre-revised schedule VI As per-revised schedule VI
Particulars Amount Amount Particulars
Deb|t ba|ance |n proft and |oss
account (shown under applica-
tion of funds)
159,344 159,344 Shown under reserves and surplus
Secured loans 107,628 64,853 Shown as long-term borrowing
42,775 Shown under other current liabilities
Current liabilities
Sundry creditors (other than
micro and small enterprises)
Book overdraft
Advance revenue/ deposits
received
Advance share call money
pending adjustment
Interest accrued but not due
54,555
999
63,180
289
392
22,909
29,002
2,644
999
42,842
20,338
289
392
Shown as trade payables
Shown under other current liabilities
Shown under short-term provisions
Shown under other current liabilities
Shown under other current liabilities
Shown under other long-term liabilities
Shown under other long-term liabilities
Shown under other current liabilities
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
87
As per pre-revised schedule VI As per-revised schedule VI
Particulars Amount Amount Particulars
Other liabilities
Forward cover payable on deriva-
tives
Provisions
Regulatory dues
3FUJSFNFOUCFOFåUT
Wealth Tax
4,778
518
29,329
738
1
4,778
518
29,329
716
22
1
Shown under other current liabilities
Shown under other current liabilities
Shown under short-term provisions
Shown under long-term provisions
Shown under short-term provisions
Shown under other current liabilities
Fixed Assets
Capital work-in-process including
capital advances
45,803 44,209
1,594
Shown as capital work-in-progress
Shown under long term loans and advances
as capital advances
Cash and bank balances
Fixed deposits/ margin accounts 22,131 20,833
1,281
17
Shown under other bank balances
Shown under other non-current assets
Shown under cash and cash equivalent
Other current assets 190 190 Shown under other current assets
Loans and advances
Considered good
Loans and advances to subsidiary
companies
Advances recoverable in cash or
in kind or for value to be received
Balances with customs, excise
and sales tax authorities
Advance tax
Loans to body corporate
7,746
6,905
10,402
1,311
1,676
7,746
6,573
221
111
10,402
1,311
1,676
Shown under short-term loans and advances
Shown under short-term loans and advances
Shown under long-term loans and advances
Shown under other current assets
Shown under short-term loans and advances
Shown under short-term loans and advances
Shown under short-term loans and advances
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
88
As per pre-revised schedule VI As per-revised schedule VI
Particulars Amount Amount Particulars
Deposits with government au-
thorities
Deposits others
1,215
2,430
1,576
2,069
Shown under long-term loans and advances
Shown under short-term loans and advances
Considered doubtful
Advances recoverable in cash or
in kind or for value to be received
Provision for doubtful advances
58
(58)
58
(58)
Shown under loans and advances
Shown under loans and advances
Per our report attached to the balance sheet
For B S R & Co. For and on behalf of Board of Directors of
Chartered Accountants Dish TV India Limited
Firm Registration No.: 101248W
Kaushal Kishore Jawahar Lal Goel B. D. Narang
Partner Managing Director Director
Membership No.: 090075
Rajeev K. Dalmia Ranjit Singh
$IJFG'JOBODJBM0GåDFS $PNQBOZ4FDSFUBSZ
Place: Gurgaon Place: Noida
Date: 16 May 2012 Date: 16 May 2012
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
CONSOLIDATED
FINANCIAL SECTION
90
AUDITORS' REPORT
Auditors’ report to the Board of Directors of Dish TV
*OEJB-JNJUFEPOUIFDPOTPMJEBUFEæOBODJBMTUBUFNFOUT
of Dish TV India Limited and its subsidiary
1 We have audited the attached Consolidated
Balance Sheet of Dish TV India Limited (‘ the
Company’ ) and its subsidiaries (collectively referred
to as ‘ the Group’ ) as at 31 March 2012 and also
the Oonso||dated Statement of Proft and |oss and
the Consolidated Cash Flow Statement (collectively
referred to as 'conso||dated fnanc|a| statements`}
for the year ended on that date, annexed thereto.
These conso||dated fnanc|a| statements are the
responsibility of the Company’s management. Our
responsibility is to express an opinion on these
conso||dated fnanc|a| statements based on our
audit.
2 We conducted our audit in accordance with auditing
standards generally accepted in India. Those
Standards require that we plan and perform the audit
to obtain reasonable assurance about whether the
conso||dated fnanc|a| statements are free of mater|a|
misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and
d|sc|osures |n the conso||dated fnanc|a| statements.
An audit also includes assessing the accounting
pr|nc|p|es used and s|gn|fcant est|mates made
by management, as well as evaluating the overall
conso||dated fnanc|a| statement presentat|on. We
believe that our audit provides a reasonable basis
for our opinion.
3 We d|d not aud|t the fnanc|a| statements of lntegrated
Subscribers Management Services Limited and
Dish TV Singapore Pte. Limited (the ‘ subsidiaries’ ).
The fnanc|a| statements of these subs|d|ar|es have
been audited by other auditors.
The fnanc|a| statements of lntegrated Subscr|bers
Management Services Limited (before eliminating
|ntercompany transact|ons} refect tota| revenue
of ` 1,641 lacs for the period 1 April 2011 to 31
May 2011 (i.e. the date of sale of investment in
subs|d|ary}. The fnanc|a| statements of D|sh Tv
Singapore Pte. Limited, incorporated outside India,
refect tota| assets amount|ng to ` 678 lacs as at 31
March 2012 and total revenues of ` 2 lacs for the
period then ended. 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.
4 We report that the conso||dated fnanc|a| statements
have been prepared by the Company’s management
in accordance with the requirements of Accounting
Standard (AS) 21, “Consolidated Financial
Statements” and on the basis of the separate
aud|ted fnanc|a| statements of the Oompany and |ts
subs|d|ar|es, |nc|uded |n the conso||dated fnanc|a|
statements.
5 Without qualifying our opinion, attention is invited
to note 2(b} of the attached conso||dated fnanc|a|
statements. The Group’s net worth as at the end of
the fnanc|a| year |s fu||y eroded by |ts accumu|ated
losses. However, the management has prepared the
conso||dated fnanc|a| statements assum|ng that the
Company will continue as a going concern since it
has adequate resources in the form of operating
cash fows and sanct|oned cred|t fac|||t|es from
lenders to adequately meet its obligation.
6 The life of the Consumer Premises Equipment (CPE)
for the purposes of depreciation has been estimated
by the management as fve years. However, |n certa|n
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
|mpact of wh|ch on the fnanc|a| resu|ts has not been
ascertained by the management [refer note 37(b) of
the attached conso||dated fnanc|a| statements|; and
7 During the previous year, the Company received a
demand notice for income tax and interest thereon
aggregating ` 4,056 lacs in relation to an earlier
year, though reduced to ` 2,642 lacs during the year
based on a rect|fcat|on app||cat|on f|ed. The matter
pertains to short deduction of tax at source on
certain payments and interest thereon for delayed
period. The Company has disputed the above said
demand and has f|ed an appea| aga|nst the same
with the tax authorities. The Company, based on
a legal view obtained in the matter, has not made
any prov|s|on |n the fnanc|a| statements and has
not assessed the impact of the above position on
the subsequent years. Pend|ng fna| conc|us|on,
we are unable to comment on the matter and its
91
consequent |mpact on the conso||dated fnanc|a|
statements. [refer note 43(C) of the attached
conso||dated fnanc|a| statements|
Subject to our comments in paragraphs 6 and
7 above, the impact of which has not been
ascertained, based on our audit, and to the best of
our information and according to the explanations
given to us, and on consideration of report of other
aud|tor on separate fnanc|a| statements of the
subs|d|ar|es, |n our op|n|on the conso||dated fnanc|a|
statements give a true and fair view in conformity
with the accounting principles generally accepted in
India, in the case of:
(i) the Consolidated Balance Sheet, of the state
of affairs of the Group as at 31 March 2012;
(||} the Oonso||dated Statement of Proft and
Loss, of the loss of the Group for the year
ended on that date; and
(iii) the Consolidated Cash Flow Statement,
of the cash fows of the Group for the year
ended on that date.
For B S R & Co.
Chartered Accountants
Firm Registration No: 101248 W
Kaushal Kishore
Partner
Membership No.: 090075
Place: Gurgaon
Date: 16 May 2012
92
'Consolidated Balance Sheet as
at 31 March 2012
(A|| amounts |n ` |acs, un|ess stated otherw|se|
Note No.
EQUITY AND LIABILITIES
Shareholders’ funds
(a) Share capital 3
(b) Reserves and surplus 4
Non-current liabilities
(a) Long-term borrowings 5
(b) Other long term liabilities 6
(c) Long-term provisions 7
Current liabilities
(a) Short-term borrowings 8
(b) Trade payables 9
(c) Other current liabilities 10
(d) Short-term provisions 11
Total
ASSETS
Non-current assets
(a) Fixed assets
(i) Tangible assets 12.1
(ii) Intangible assets 12.2
(iii) Capital work-in-progress
(b) Non-current investments 13
(c) Long-term loans and advances 14
(d) Other non-current assets 15
Current assets
(a) Inventories 16
(b) Trade receivables 17
(c) Cash and bank balances 18
(d) Short-term loans and advances 19
(e) Other current assets 20
Total
S|gn|ñcant account|ng po||c|es 2
The accompany|ng notes (1 to 45} form an |ntegra| part of the conso||dated fnanc|a| statements.
As per our report attached.
As at As at
31 March 2012 31 March 2011
10,636 10,630
(20,022) (6,930)
(9,386| 3,700
101,935 64,853
17,984 20,627
1,052 841
120,971 86,321
19,500 -
7,947 24,973
75,432 125,301
48,934 32,016
151,813 182,290
263,398 272,311
141,602 140,528
433 3,843
38,841 44,209
180,876 188,580
15,000 20,000
1,951 3,391
695 1,282
17,646 24,673
688 444
2,861 2,265
39,189 32,569
21,310 23,479
828 301
64,876 59,058
263,398 272,311
For B S R & Co. For and on behalf of t he Board of Direct ors of DISH TV INDIA LIMITED
Chartered Accountants
Firm Registration No. 101248W
Kaushal Kishore Jawahar Lal Goel B. D. Narang
Partner Managing Director Director
Membership No. 090075
Rajeev K. Dalmia Ranjit Singh
Oh|ef F|nanc|a| Offcer Oompany Secretary
Place : Gurgaon Place : Noida
Dated : 16 May 2012 Dated : 16 May 2012
93
Consolidated Statement of Profit and Loss for the
year ended 31 March 2012
(A|| amounts |n ` |acs, un|ess stated otherw|se|
For the year ended For the year ended
Note No. 31 March 2012 31 March 2011
Income
Revenue from operations 21 195,793 143,666
Other income 22 7,071 12,262
Total revenue 202,864 155,928
Expenses
Purchases of stock-in-trade 737 392
Changes in inventories of stock-in-trade 23 (244) (166)
Operating expenses 24 99,715 78,383
Emp|oyee benefts expense 25 7,481 7,609
Selling and distribution expenses 26 28,451 25,718
Finance costs 27 17,799 15,339
Depreciation and amortization expense 12.1 and 12.2 52,185 39,955
Other expenses 28 10,054 7,926
Total expenses 216,178 175,156
Loss before tax 13,314 19,228
Tax expense:
- Excess provision in earlier years written back - (29)
Loss for the year 13,314 19,199
Basic and diluted loss per equity share (in `) 1.25 1.81
(Face value of ` 1 each) (refer to note 39)
S|gn|ñcant account|ng po||c|es 2
The accompany|ng notes (1 to 45} form an |ntegra| part of the conso||dated fnanc|a| statements.
As per our report attached to the balance sheet.
For B S R & Co. For and on behalf of the Board of Directors of DISH TV INDIA LIMITED
Chartered Accountants
Firm Registration No. 101248W
Kaushal Kishore Jawahar Lal Goel B. D. Narang
Partner Managing Director Director
Membership No. 090075
Rajeev K. Dalmia Ranjit Singh
Oh|ef F|nanc|a| Offcer Oompany Secretary
Place : Gurgaon Place : Noida
Dated : 16 May 2012 Dated : 16 May 2012
94
Consolidated CASH FLOW STATEMENT for the
year ended 31 March 2012
(A|| amounts |n ` |acs, un|ess stated otherw|se|
For the year ended For the year ended
31 March 2012 31 March 2011
A. Cash ñows from operat|ng act|v|t|es
Net loss before tax (13,314) (19,228)
Adjustments for :
Depreciation and amortisation expense 52,185 39,955
|oss on sa|e/ d|scard of fxed assets and cap|ta| work-|n-progress 3,156 1,726
Proft on sa|e of |nvestment |n subs|d|ary (3,225} (1,849}
Proft on redempt|on of un|ts of mutua| funds (non trade, current} (75} (357}
Fore|gn exchange fuctuat|on (net} 4,503 378
Amount written back (13) -
Provision for marked to market loss on derivatives - 124
Miscellaneous income (2) (311)
Interest expenses 11,071 13,020
Interest incomes (3,626) (8,586)
Operat|ng proñt before fo||ow|ng adjustments 50,660 24,872
(Increase) in inventories (244) (166)
(Increase)/ decrease in trade receivables (599) 1,239
(Increase) in long-term loans and advances (154) (691)
Decrease in short-term loans and advances and other current assets 1,005 53,885
(Increase) in other long-term liabilities and provisions (2,306) (331)
(Increase) in trade payables, other short-term liabilities (7,472) (37,917)
Cash generated from operations 40,890 40,891
Income taxes paid (157) 1,408
Net cash ñow from operat|ng act|v|t|es 41,047 39,483
B. Cash ñows from |nvest|ng act|v|t|es
Purchases of fxed assets (|nc|ud|ng cap|ta| work |n progress and cap|ta| advances} (65,526} (100,521}
Proceeds from sa|e of fxed assets 5,211 19
Purchases of investments (34,300) (59,241)
Proceeds from sale of investments 39,375 75,208
Sale of investment in subsidiary 108 0
Loan given to body corporates (11) (79)
Refund of loans given to body corporates 11 8,756
Movements |n fxed depos|ts hav|ng matur|ty of more than 3 months 1,694 3,201
Interest received 3,489 8,368
Net Cash ñow used |n |nvest|ng act|v|t|es (49,949| (64,289|
C. Cash ñows from ñnanc|ng act|v|t|es
Interest paid (7,836) (11,518)
Proceeds from issue of capital / call money received 228 326
Advance call money on shares (7) 234
Proceeds from long term borrowings (excluding vehicle loans) 45,576 35,788
Repayments of long term borrowings (excluding vehicle loans) (43,247) (18,253)
Repayment of vehicle loans (8) (23)
Proceeds from short term borrowings 19,532 -
Net cash ñow from ñnanc|ng act|v|t|es 14,238 6,554
D. Effect of exchange difference on translation of foreign
currency cash and cash equivalents ## 0 (0)
Net cash ñows [|ncrease/(decrease|] dur|ng the year (A+B+C+D| 5,336 (18,252)
Decrease in cash and cash equivalents on disposal of subsidiary (155) (12)
Cash and cash equ|va|ents at beg|nn|ng of the year (refer to note 18| 11,735 29,999
Cash and cash equ|va|ents at end of the year (refer to note 18| # 16,916 11,735
Cash and cash equivalents at the end of the year comprises of :
Cash on hand 1 6
Balance with banks:
- in current account 4,314 11,596
- deposits with maturity of upto 3 months 48 128
Cheques, drafts on hand 12,553 5
Total cash and cash equivalents 16,916 11,735
# include `338 lacs (previous year `310 lacs ) in share call money accounts in respect of rights issue.
## represent `3,708 as on 31 March 2012 and `14,795 as on 31 March 2011
The above conso||dated cash fow statement has been prepared under the lnd|rect method set out |n Account|ng Standard 3 'Oash F|ow Statements".
S|gn|ñcant account|ng po||c|es 2
The accompany|ng notes (1 to 45} form an |ntegra| part of the conso||dated fnanc|a| statements.
As per our report attached attached.
For B S R & Co. For and on behalf of the Board of Directors of DISH TV INDIA LIMITED
Chartered Accountants
Firm Registration No. 101248W
Kaushal Kishore Jawahar Lal Goel B. D. Narang
Partner Managing Director Director
Membership No. 090075
Rajeev K. Dalmia Ranjit Singh
Oh|ef F|nanc|a| Offcer Oompany Secretary
Place : Gurgaon Place : Noida
Dated : 16 May 2012 Dated : 16 May 2012
95
1. Background
Dish TV India Limited (‘ Dish TV’ or ‘ the Company’ or ‘ the parent company’ ) and its subsidiaries [refer to note
2(c)(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. Also refer note 29 and 30 below.
2. S|gn|ñcant account|ng po||c|es
a| Bas|s of preparat|on of conso||dated ñnanc|a| statements
The conso||dated fnanc|a| statements are prepared and presented under the h|stor|ca| cost convent|on |n
accordance with the Generally Accepted Accounting Principles (‘ GAAP’ ) in India and mandatory Accounting
Standards as spec|fed |n the Oompan|es (Account|ng Standards} Ru|es, 2006, to the extent app||cab|e, and the
presentational requirements of the Companies Act, 1956.
A|| assets and ||ab|||t|es have been c|ass|fed as current or non-current as per the Group`s norma| operat|ng
cycle and other criteria set out in the revised schedule VI to the Companies Act, 1956. Based on the nature of
products/ services and the time between the acquisition of assets for processing and their realisation in cash
and cash equivalents, the Group has ascertained its operating cycle being a period within 12 months for the
purposes of c|ass|fcat|on of assets and ||ab|||t|es as current and non-current
b| Go|ng concern
The accompany|ng conso||dated fnanc|a| statements have been prepared assum|ng the Group w||| cont|nue
as a go|ng concern. The management be||eves that |t |s appropr|ate to prepare these fnanc|a| statements on a
‘ going concern’ basis, for following reasons:-
i) The Group holds the valid DTH license from Government of India.
||} The DTH bus|ness necess|tates |ong gestat|on per|od. Be|ng frst mover, the Group has |ncurred huge cost
on estab||shment and on awareness of the product, brand bu||d|ng on a pan lnd|a bas|s, the benefts of
which will accrue in the future years.
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.
|v} The Group has reasonab|e operat|ng cash fows.
Accord|ng|y, the conso||dated fnanc|a| statements do not requ|re any adjustment as to the ba|ances carr|ed |n
the balance sheet.
c| Pr|nc|p|es of conso||dat|on
|. The conso||dated fnanc|a| statements re|ate to the parent company and |ts subs|d|ar|es. The conso||dated
fnanc|a| statements have been prepared |n accordance w|th the pr|nc|p|es and procedures for the preparat|on
and presentation as laid down under Accounting Standard 21 on “Consolidated Financial Statements” as
spec|fed |n the Oompan|es (Account|ng Standards} Ru|es, 2006.
||. The conso||dated fnanc|a| statements have been prepared on the fo||ow|ng bas|s:
a. The conso||dated fnanc|a| statements of the Oompany and |ts subs|d|ar|es have been comb|ned on a ||ne by
line basis by adding together the book values of all items of assets, liabilities, incomes and expenses after
Notes to the consolidated financial statements
for the year ended 31 March 2012
(A|| amounts |n ` |acs, un|ess stated otherw|se|
96
eliminating inter-company transactions in accordance with the Accounting Standard 21 on “Consolidated
Financial Statements”.
b. The conso||dated fnanc|a| statements have been prepared by us|ng un|form account|ng po||c|es for
s|gn|fcant transact|ons.
c. The excess/ shortfall of cost to the parent company, on the date of acquisition of its investment in
subs|d|ar|es over |ts port|on of equ|ty, as the case may be, |s recogn|sed |n the conso||dated fnanc|a|
statements as goodwill/ capital reserve.
|||. The compan|es cons|dered |n the conso||dated fnanc|a| statements are:
During current year:
$ Dish TV Singapore Pte. Limited was incorporated on 6 October 2011 as a wholly owned subsidiary of the
Company under the laws of Singapore to provide DTH related services.
^ 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 ISMSL on 31 May 2011. Accordingly,
the Oonso||dated Statement of Proft and |oss and Oonso||dated Oash F|ow Statement |nc|ude resu|ts and
cash fows re|at|ng to lSMS| for the per|od 1 Apr|| 2011 to 31 May 2011. The Oonso||dated Ba|ance Sheet
as at 31 March 2012 does not include balances of assets and liabilities of ISMSL, due to its disposal on 31
May 2011.
During previous year:
@ ASSL has been merged with ISMSL as per the Composite Scheme of Amalgamation and Arrangement
between the Company, ASSL, ISMSL and their respective shareholders and creditors (‘ the Scheme’ )
approved by the Hon’ ble High Court of Delhi (also refer to note 29).
#The investment in ACL had been transferred to ISMSL as per the Scheme (as stated above) and
subsequently disposed off to Essel Agro Private Limited, a related party (refer to note 36) for a consideration
of ` 0.01 |acs (a|so refer to notes 29 and 31}. Accord|ng|y, the Oonso||dated Statement of Proft and |oss
and Oonso||dated Oash F|ow Statement |nc|ude resu|ts and cash fows re|at|ng to AO| for the per|od 1 Apr||
2010 to 31 March 2011. The Consolidated Balance Sheet as at 31 March 2011 did not include balances of
assets and liabilities of ACL, due to its disposal on 31 March 2011
d| Use of est|mates
The preparat|on of conso||dated fnanc|a| statements |n conform|ty w|th the GAAP |n lnd|a requ|res
management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and the d|sc|osure of cont|ngent ||ab|||t|es on the date of the conso||dated fnanc|a| statements. Actua| resu|ts
cou|d d|ffer from those est|mates. Examp|es of such est|mates |nc|ude est|mated usefu| ||fe of fxed assets,
Name of the company Oountry of % shareho|d|ng as % shareho|d|ng as
incorporation at at
31 March 2012 31 March 2011
Dish TV Singapore Pte. Limited$ Singapore 100 -
Integrated Subscriber Management
Services Limited (‘ ISMSL’ )^ India - 100
Agrani Satellite Services Limited India - -
(‘ ASSL’ )@
Agrani Convergence Limited (‘ ACL’ ) # India - -
Notes to the consolidated financial statements
for the year ended 31 March 2012
(A|| amounts |n ` |acs, un|ess stated otherw|se|
97
est|mate of future ob||gat|ons under emp|oyee ret|rement benefts, etc. D|fferences between the actua|
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 current and future periods.
e| F|xed 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:
lntang|b|e assets are recogn|sed |f |t |s probab|e that the future econom|c benefts that are attr|butab|e to
the asset w||| fow to the Group and the cost of the asset can be measured re||ab|y. These assets are va|ued
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| Deprec|at|on/ amort|sat|on
Tangible assets:
Deprec|at|on on tang|b|e fxed assets, except OPEs, |s prov|ded on the stra|ght-||ne method at the rates
spec|fed |n Schedu|e ×lv of the Oompan|es Act, 1956. OPEs are deprec|ated over the|r usefu| ||fe of
fve years, as est|mated by the management [a|so refer to note 37 (b}|.OPEs that rema|n |nact|ve for a
spec|fed |ong per|od of t|me, determ|ned based on past exper|ence, are deprec|ated on acce|erated bas|s.
Corresponding lease advances in such cases are recognised as income
Leasehold land and cost of leasehold improvements are amortised over the period of lease or their useful
lives, whichever is shorter.
Assets individually costing upto ` 5,000 are fully depreciated in the year of purchase.
Intangible assets:
Goodw||| on acqu|s|t|on |s amort|sed over a per|od of fve years.
DTH license fee is amortized over the period of license and other license fees are amortized over the
management est|mate of usefu| ||fe of fve years.
Softwares are amortised on straight line method over an estimated life.
g| Impa|rment
The carrying amounts of the Group’s 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 asset’s 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
Notes to the consolidated financial statements
for the year ended 31 March 2012
(A|| amounts |n ` |acs, un|ess stated otherw|se|
98
an asset or its cash generating unit exceeds its recoverable amount. Impairment losses are recognised in
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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 asset’s 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| Borrow|ng costs
Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as
part of the cost of such assets to the extent that they relate to the period till such assets are ready to be put
to use. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended
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|| Inventor|es
Inventories of CPEs and related accessories 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 recogn|t|on
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| Fore|gn currency transact|ons 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
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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 life of asset.
Notes to the consolidated financial statements
for the year ended 31 March 2012
(A|| amounts |n ` |acs, un|ess stated otherw|se|
99
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 spec|fed |n the contract and |s amort|sed 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 d|fferences are recogn|sed |n the Oonso||dated Statement of Proft and |oss |n 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
Oonso||dated Statement of Proft and |oss. Resu|tant ga|ns, |f any, on account of mark to market are
|gnored. The Group does not ho|d or |ssue der|vat|ve fnanc|a| |nstruments for trad|ng or specu|at|ve
purposes.
|| Investments
lnvestments are c|ass|fed as |ong term or current based on the |ntent of the management at the t|me of
acquisition.
Long term investments are carried at cost. The carrying value of such investments is adjusted for other than
temporary diminution in value, where necessary. Current investments are valued at the lower of cost and
fair value.
m| Emp|oyee beneñts
|} Short-term emp|oyee benefts
A|| emp|oyee benefts payab|e who||y w|th|n twe|ve months of render|ng the serv|ce are c|ass|fed as
short-term emp|oyee benefts. Benefts such as sa|ar|es, wages, and bonus, etc., are recogn|sed |n the
Oonso||dated Statement of Proft and |oss |n the per|od |n wh|ch the emp|oyee renders the re|ated
service.
||} Post emp|oyment beneft
Defned contr|but|on p|an
The Group deposits the contributions for provident fund to the appropriate government authorities and
these contr|but|ons are recogn|sed |n the Oonso||dated Statement of Proft and |oss |n the fnanc|a| year
to which they relate.
Defned beneft p|an
The Group`s gratu|ty scheme |s a defned beneft p|an. The present va|ue of the ob||gat|on under such
Notes to the consolidated financial statements for
the year ended 31 March 2012
(A|| amounts |n ` |acs, un|ess stated otherw|se|
100
Notes to the consolidated financial statements for
the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
defned beneft p|an |s determ|ned based on actuar|a| va|uat|on carr|ed out at the end of the year by an
|ndependent actuary, us|ng the Projected Ün|t Ored|t Method, wh|ch recogn|ses each per|od of serv|ce as
g|v|ng r|se to add|t|ona| un|t of emp|oyee beneft ent|t|ement and measures each un|t separate|y to bu||d
up the fna| ob||gat|on. The ob||gat|on |s measured at the present va|ue of the est|mated future cash fows.
The d|scount rates used for determ|n|ng the present va|ue of the ob||gat|on under defned beneft p|ans, |s
based on the market y|e|ds on Government Secur|t|es for re|evant matur|ty. Actuar|a| ga|ns and |osses are
recogn|zed |mmed|ate|y |n the Oonso||dated Statement of Proft and |oss.
|||} Other |ong term emp|oyee benefts
Benefts under the Group`s |eave encashment const|tute other |ong-term emp|oyee benefts. The ||ab|||ty
|n respect of |eave encashment |s prov|ded on the bas|s of an actuar|a| va|uat|on done by an |ndependent
actuary at the year end. Actuar|a| ga|ns and |osses are recogn|sed |mmed|ate|y |n the Oonso||dated
Statement of Proft and |oss.
n) Employee stock option scheme
The Group ca|cu|ates the compensat|on cost based on the |ntr|ns|c va|ue method where|n the excess of
va|ue of under|y|ng equ|ty shares as on the date of the grant of opt|ons over the exerc|se pr|ce of the opt|ons
g|ven to emp|oyees under the emp|oyee stock opt|on schemes of the Group, |s recogn|sed as deferred
stock compensat|on cost and amort|sed over the vest|ng per|od on a graded vest|ng bas|s.
o) Leases
Operat|ng |ease
|eases where the |essor effect|ve|y reta|ns substant|a||y a|| the r|sks and benefts of ownersh|p of the |eased
asset are c|ass|fed as operat|ng |eases. Operat|ng |ease charges are recogn|sed as an expense |n the
Oonso||dated Statement of Proft and |oss on a stra|ght ||ne bas|s.
p) Earnings per share
Bas|c earn|ngs per share are ca|cu|ated by d|v|d|ng the net proft or |oss for the per|od attr|butab|e to equ|ty
shareho|ders by the we|ghted average number of equ|ty shares outstand|ng dur|ng the year.
For the purpose of ca|cu|at|ng d||uted earn|ngs per share, the net proft or |oss for the year attr|butab|e to
equ|ty shareho|ders and the we|ghted average number of shares outstand|ng dur|ng the year are adjusted
for the effects of a|| d||ut|ve potent|a| equ|ty shares.
q) Taxation
lncome tax expense compr|ses current tax and deferred tax charge or cred|t. Ourrent tax prov|s|on |s made
based on the tax ||ab|||ty computed after cons|der|ng tax a||owances and exempt|ons under the lncome
tax Act, 1961. The deferred tax charge or cred|t and the correspond|ng deferred tax ||ab|||ty and assets are
recogn|sed us|ng the tax rates that have been enacted or substant|ve|y enacted on the ba|ance sheet date.
Deferred tax assets ar|s|ng from unabsorbed deprec|at|on or carry forward |osses are recogn|sed on|y |f there
|s v|rtua| certa|nty of rea||sat|on of such amounts. Other deferred tax assets are recogn|sed on|y to the extent
there |s reasonab|e certa|nty of rea||sat|on |n future. Deferred tax assets are rev|ewed at each ba|ance sheet
date to reassess the|r rea||sab|||ty and are wr|tten down or wr|tten up to refect the amount that |s reasonab|y/
v|rtua||y certa|n, as the case may be.
r) Provisions and contingent liabilities
The Group recogn|ses a prov|s|on when there |s a present ob||gat|on as a resu|t of a past event and |t |s more ||ke|y
101
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
than not that there w||| be an outfow of resources embody|ng econom|c benefts to sett|e such ob||gat|ons
and the amount of such ob||gat|on can be re||ab|y est|mated. Prov|s|ons are not d|scounted to the|r present
va|ue and are determ|ned based on the management`s est|mat|on of the outfow requ|red to sett|e the
ob||gat|on at the ba|ance sheet date. These are rev|ewed at each ba|ance sheet date and adjusted to refect
current management est|mates.
Oont|ngent ||ab|||t|es are d|sc|osed |n respect of poss|b|e ob||gat|ons that have ar|sen from past events and
the ex|stence of wh|ch w||| be confrmed on|y by the occurrence or non-occurrence of future events, not
who||y w|th|n the contro| of the Group. Oont|ngent ||ab|||t|es are a|so d|sc|osed for the present ob||gat|ons
|n respect of wh|ch |t |s not poss|b|e that there w||| be an outfow of resources or a re||ab|e est|mate of the
amount of ob||gat|on cannot be made.
When there |s an ob||gat|on |n respect of wh|ch the ||ke||hood of outfow of resources |s remote, no prov|s|on
or d|sc|osure |s made.
102
3 . Share capital
Authorised
1,350,000,000 (prev|ous year 1,350,000,000} equ|ty shares of ` 1 each
Issued, subscribed and fully paid-up
1,061,701,440 (prev|ous year 1,060,940,636} equ|ty shares of ` 1 each, fu||y pa|d
up
Issued, subscribed, but not fully paid-up
2,722,435 (prev|ous year 3,035,899} equ|ty shares of ` 1 each, fu||y ca||ed up
(Footnote b}
|ess: ca||s |n arrears (other than from d|rectors/ offcers}
Footnotes:
a} Reconc|||at|on of the number of shares outstand|ng at the beg|nn|ng and at the end
of the year
Shares at the beg|nn|ng of the year
Add: Further |ssued dur|ng the year under Emp|oyees Stock Opt|on P|an
Shares at the end of the year
b} 2,062,513 (prev|ous year 2,068,646} equ|ty shares of ` 1 each, ` 0.75 pa|d up
659,922 (prev|ous year 967,253} equ|ty shares of ` 1 each, ` 0.50 pa|d up.
c} The Oompany has on|y one c|ass of equ|ty shares, hav|ng a par va|ue of ` 1 per
share. Each shareho|der |s e||g|b|e to one vote per fu||y pa|d equ|ty share he|d (|.e. |n
proport|on to the pa|d up shares |n equ|ty cap|ta|}. The d|v|dend proposed, |f any, by
the Board of D|rectors |s subject to approva| of shareho|ders |n the ensu|ng Annua|
Genera| Meet|ng, except |n case of |nter|m d|v|dend. The repayment of equ|ty share
cap|ta| |n the event of ||qu|dat|on and buy back of shares are poss|b|e subject to
preva|ent regu|at|ons. ln the event of ||qu|dat|on, norma||y the equ|ty shareho|ders
are e||g|b|e to rece|ve the rema|n|ng assets of the Oompany after d|str|but|on of a||
preferent|a| amounts, |n proport|on to the|r shareho|d|ng.
d} Shares he|d by u|t|mate ho|d|ng company/ ho|d|ng company
Equ|ty shares of ` 1 each, fu||y pa|d up by
- Dhaka Warr|ors Sports Pvt |td.
e} Deta||s of shareho|ders ho|d|ng more than 5% shares of the Oompany
Name
Dhaka Warr|ors Sports Pr|vate ||m|ted
Deutsche Bank Trust Oompany Amer|cas [footnote f(|||}|
veena lnvestments Pr|vate ||m|ted
Ohuru Trad|ng Oompany Pr|vate ||m|ted
Prajatma Trad|ng Oompany Pr|vate ||m|ted
f} lssued, subscr|bed and fu||y pa|d up shares |nc|ude:
|} 249,300,890 (prev|ous year 249,300,890} equ|ty shares of ` 1 each, fu||y pa|d up,
a||otted for cons|derat|on other than cash pursuant to the Scheme of Arrangement
made effect|ve from 1 Apr||, 2006.
||} 1,016,480 (prev|ous year 569,140} equ|ty shares of ` 1 each, fu||y pa|d up, |ssued
to the emp|oyees, under Emp|oyee Stock Opt|on P|an, |.e., ESOP 2007.
|||} 117,035,000 (prev|ous year 117,035,000} equ|ty shares of ` 1 each, fu||y pa|d
up, for under|y|ng 117,035 nos. (prev|ous year 117,035 nos.} G|oba| Depos|tory
Rece|pts (GDR}. Each GDR represents 1000 Equ|ty Shares of ` 1 each.
g} 4,282,228 (prev|ous year 4,282,228} equ|ty shares of ` 1 each are reserved for |ssue
under Emp|oyee Stock Opt|on P|an 2007. (refer to note 33 for terms and amount
etc.}
4 . Reserves and surplus
Securities premium account
Open|ng ba|ance
Add: rece|ved dur|ng the year
O|os|ng ba|ance
General reserves
Open|ng ba|ance
|ess: adjustment pursuant to the Oompos|te Scheme of Ama|gamat|on and
Arrangements (refer to note 29 }
O|os|ng ba|ance
%FæDJUJOUIF4UBUFNFOUPG1SPæUBOE-PTT
Open|ng ba|ance
Add: |oss for the year
O|os|ng ba|ance
As at As at
31 March 2012 31 March 2011
13,500 13,500
10,617 10,610
27 30
(8} (10}
10,636 10,630
1,063,976,535 1,063,419,475
447,340 557,060
1,064,423,875 1,063,976,535
637,212,260 -
59.86% -
As at 31 March 2012 As at 31 March 2011
Number of shares % ho|d|ng |n the Number of shares % ho|d|ng |n the
Oompany Oompany
637,212,260 59.86% - -
117,035,000 11.00% 117,035,000 11.00%
- - 223,385,943 21.00%
- - 188,450,063 17.71%
- - 169,693,575 15.95%
As at As at
31 March 2012 31 March 2011
153,140 152,823
222 317
153,362 153,140
1,849 16,959
- 15,110
1,849 1,849
(161,919} (142,720}
(13,314} (19,199}
(175,233) (161,919)
(20,022) (6,930)
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
103
5 . Long-term borrowings
Secured |oans:
From banks
Term |oans
Buyer`s cred|ts
veh|c|e |oans *
From other part|es
veh|c|e |oans
|ess: amount d|sc|osed under the head other current ||ab|||t|es (refer to note 10}
* ` 46,531 as on 31 March 2012
Footnotes:
Nature of security
a} Term |oans
|} Term |oans of ` 22,669 |acs (prev|ous year ` 25,907 |acs} |s under synd|cate Rupee
|oan Fac|||ty and |s secured by the creat|on of a frst rank|ng charge by way of mortgage
|n favor of a secur|ty trustee over a|| the |mmoveab|e assets, present and future, a
charge by way of hypothecat|on over (|} a|| the moveab|e assets, present and future;
(||} the ba|ances |y|ng |n and to the cred|t of certa|n accounts and the proceeds of any
|nvestments made out of the sa|d ba|ances; and (|||} a|| the r|ghts, t|t|e and |nterest |n
var|ous contracts, author|zat|ons, approva|s and ||censes, |nc|ud|ng the DTH ||cense
(to the extent that |t |s capab|e of be|ng charged or ass|gned} and |nsurance po||c|es.
Further an amount equa| to three months payment of pr|nc|pa| and |nterest on
the outstand|ng fac|||ty |s guaranteed by Zee Enterta|nment Enterpr|ses ||m|ted, a
re|ated party (refer to note 36 d}.
||} Term |oan from a bank of ` 1,250 |acs (prev|ous year ` 6,250 |acs} |s
secured by subserv|ent charge on a|| assets (both present and future}.
Further uncond|t|ona| and |rrevocab|e Oorporate Guarantee of Zee Enterta|nment
Enterpr|ses ||m|ted, a re|ated party (refer to note 36 d}.
|||} Term |oan of n|| (prev|ous year ` 21,000 |acs} |s secured by second par| passu
charge on ent|re fxed assets of the Oompany and |s guaranteed by two d|rectors
and a|so co||atera||y secured by |mmovab|e property and corporate guarantee
prov|ded by Rama Assoc|ates ||m|ted and Esse| lnfra Projects ||m|ted, re|ated
part|es [refer to note 36 d}|.
b} Buyer`s cred|ts
|} Buyer`s cred|t of ` 33,280 |acs (prev|ous year ` 7,629 |acs} |s secured by par|
passu frst charge on the movab|e and |mmovab|e fxed assets and current assets
of the Oompany. Further, a corporate guarantee |s g|ven by Dhaka Warr|ors Sports
Pr|vate ||m|ted |n respect of th|s |oan.
||} Buyer`s cred|t of ` 20,033 |acs (prev|ous year ` 16,994 |acs} |s secured by frst
rank|ng par| passu charge on a|| present and future tang|b|e movab|e/ |mmovab|e
and current assets of the Oompany |nc|ud|ng proceeds account; exc|us|ve charge
on reserve account; ass|gnment of r|ghts, t|t|es and |nterest of the Oompany |n a||
the contracts, author|sat|ons, approva|s, and ||censes (to the extent the same are
capab|e of be|ng ass|gned}; and ass|gnment of a|| |nsurance po||c|es.
|||} Buyer`s cred|t of ` 36,857 |acs (prev|ous year ` 10,689 |acs} |s secured by frst par|
passu charge on a|| present and future moveab|e and |mmovab|e assets, |nc|ud|ng
but not ||m|ted to |nventory of set-top-boxes and accessor|es etc., book debts,
operat|ng cash fows, rece|vab|es, comm|ss|ons, revenue of whatever nature and
wherever ar|s|ng, present and future, and on a|| |ntang|b|es assets |nc|ud|ng but
not ||m|ted to goodw||| and unca||ed cap|ta|, present and future, of the Oompany.
Further, a corporate guarantee |s g|ven by Ohuru Trad|ng Oompany Pr|vate ||m|ted
and Jayneer Oap|ta| Pr|vate ||m|ted and a persona| guarantee by key manager|a|
personne| |n respect of th|s |oan.
|v} Buyer`s cred|t of ` n|| (prev|ous year ` 7,578 |acs } |s secured by frst charge
on current assets, movab|e propert|es, rece|vab|es and equ|pment that ranks par|
passu w|th the charge of certa|n other |enders, both present and future. Further, a
corporate guarantee |s g|ven by Zee Enterta|nment Enterpr|ses ||m|ted |n respect
of these |oans, under wh|ch, a defau|t by the Oompany wou|d g|ve lOlOl the r|ght
to acce|erate the |oan, Zee Enterta|nment Enterpr|ses ||m|ted has covenanted that
|t w||| not prov|de any guarantee for repayment of any fac|||ty |n excess of ` 20,000
|acs.
v} Buyer`s cred|t of ` 6,432 |acs (prev|ous year ` 11,564 |acs} |s secured by an
exc|us|ve charge on Oonsumer Prem|ses Equ|pment (OPE} |mported under th|s
fac|||ty, a charge on Reserves Account, wh|ch sha|| have m|n|mum ba|ance equa| to
M|n|mum Reserve Amount, the ass|gnment of |nsurance po||c|es perta|n|ng to the
OPE charged, |f any, and comp|et|on support undertak|ng from Zee Enterta|nment
Enterpr|ses ||m|ted [refer to note 36 d}|.
c} veh|c|e |oan
veh|c|e |oans from banks and others are secured by way of hypothecat|on of
veh|c|es.
d} The Oompany d|d not have any cont|nu|ng defau|ts as on the ba|ance sheet date |n
repayment of |oans and |nterests.
As at As at As at As at
31 March 2012 31 March 2011 31 March 2012 31 March 2011
Non current Non current Current maturities Current maturities
16,192 23,919 7,727 29,238
85,741 40,926 10,861 13,528
0 3 2 4
2 5 3 7
101,935 64,853 18,593 42,777
- - 18,593 42,777
101,935 64,853 - -
Terms of repayment
Repayab|e |n quarter|y |nsta||ments
|} |oan amount|ng to ` 3,351 |acs as on report|ng date |s payab|e |n 14
quarter|y |nsta||ments a|ongw|th month|y |nterest at bank rate p|us 3.25% p.a.
||} |oan amount|ng to ` 6,563 |acs as on report|ng date |s payab|e |n 14
quarter|y |nsta||ments a|ongw|th month|y |nterest at bank rate p|us 2.25% p.a.
|||} |oan amount|ng to ` 8,380 |acs as on report|ng date |s payab|e |n 14
quarter|y |nsta||ments a|ongw|th month|y |nterest at bank rate p|us 1.75% p.a.
|v} |oan amount|ng to ` 4,375 |acs as on report|ng date |s payab|e |n 14 quarter|y
|nsta||ments a|ongw|th month|y |nterest at bank rate p|us 0.50% p|us 1.80%
p.a.
|oan amount|ng to ` 1250 |acs as on report|ng date |s payab|e |n one quarter|y |nsta||ment
a|ongw|th month|y |nterest at Pr|me |end|ng Rate (P|R} m|nus 4.5% p.a.
The |oan has been repa|d dur|ng the year.
Buyer`s cred|t compr|ses of severa| |oan transact|ons rang|ng between 2 to 3
years of matur|t|es. Each transact|on |s repayab|e |n fu|| on matur|ty dates fa|||ng
between November` 2014 (be|ng farthest} and September` 2013 (be|ng c|osest}.
lnterest on a|| Buyer`s Ored|t |s payab|e |n ha|f year|y |nsta||ments rang|ng from ||bor p|us
135 bps to ||bor p|us 240 bps
Buyer`s cred|t compr|ses of severa| |oan transact|ons rang|ng between 2.5 to
3 years of matur|t|es. Each transact|on |s repayab|e |n fu|| on matur|ty dates
fa|||ng between Apr||` 2014 (be|ng farthest} and June` 2013 (be|ng c|osest}.
lnterest on a|| Buyer`s Ored|t |s payab|e |n ha|f year|y |nsta||ments at ||bor p|us 200
bps
Buyer`s Ored|t compr|ses of severa| |oan transact|ons rang|ng between 2.5 to 3
years of matur|t|es. Each transact|on |s repayab|e |n fu|| on matur|ty dates, fa|||ng
between October` 2014 (be|ng farthest} and November` 2012 (be|ng c|osest}.
lnterest on a|| Buyer`s Ored|t |s payab|e |n ha|f year|y |nsta||ments rang|ng from ||bor p|us
185 bps to ||bor p|us 350 bps
Buyer`s cred|t has been repa|d dur|ng the year.
Buyer`s cred|t compr|ses of severa| |oan transact|ons rang|ng between 2.5 to 3 years of
matur|t|es. Who|e amount |s repayab|e |n the per|od by June` 2012.
lnterest on a|| Buyer`s Ored|t |s payab|e |n ha|f year|y
|nsta||ments and |s based on s|x months ||bor p|us 2%
p.a.
|} Ba|ance aggregat|ng ` 2.20 |acs as at report|ng date |s repayab|e |n 15 equated
month|y |nsta||ments
||} Ba|ance aggregat|ng ` 0.48 |ac as at report|ng date |s repayab|e |n 4 equated month|y
|nsta||ments
|||} Ba|ance aggregat|ng ` 4.84 |acs as at report|ng date |s repayab|e |n 19 equated
month|y |nsta||ments
|v} Ba|ance aggregat|ng ` 0.27 |ac as at report|ng date |s repayab|e |n 3 equated
month|y |nsta||ments
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
104
6 . Other long-term liabilities
As at As at As at As at
31 March 2012 31 March 2011 31 March 2012 31 March 2011
Non current Non current Current Current
Others:
lncome rece|ved |n advances 17,702 20,338 30,148 38,527
Money rece|ved aga|nst part|y pa|d up shares 282 289 - -
17,984 20,627 30,148 38,527
|ess: amount d|sc|osed under the head other current ||ab|||t|es (refer to note 10} - - 30,148 38,527
17,984 20,627 - -
7 . Long-term provisions
As at As at As at As at
31 March 2012 31 March 2011 31 March 2012 31 March 2011
Non current Non current Current Current
Prov|s|on for emp|oyee benefts (refer to note 34}
- Gratu|ty 654 484 6 23
- vacat|on pay 398 357 11 19
1,052 841 17 42
|ess: amount d|sc|osed under the head short-term prov|s|ons (refer to note 11} - - 17 42
1,052 841 - -
8 . Short-term borrowings
As at As at
31 March 2012 31 March 2011
Secured |oans
|oans repayab|e on demand
- Oash cred|t from banks 2,000 -
Other |oans -
- Short term |oans from bank 5,000 -
Ünsecured |oans -
|oan from a re|ated party (refer to note 36 c}, repayab|e on demand 12,500 -
19,500 -
Footnotes:
a) Nature of security Terms of repayments
|} Oash cred|t from banks |s secured by par| passu frst charge on the movab|e Payab|e on demand
and |mmovab|e fxed assets and current assets of the Oompany.
||} Short-term |oans from bank are secured by par| passu charge on a|| present and Payab|e on matur|ty a|ong w|th |nterest at the rate of 12.50% pa.
future moveab|e and |mmovab|e assets, |nc|ud|ng but not ||m|ted to |nventory of
set-top-box and accessor|es etc., book debts, operat|ng cash fows, rece|vab|es,
comm|ss|ons, revenue and on a|| |ntang|b|es assets |nc|ud|ng but not ||m|ted to
goodw||| and unca||ed cap|ta| of the Oompany.
b} The Oompany d|d not have any defau|ts as on the ba|ance sheet date |n repayment
of |oans and |nterests.
9 . Trade payables
As at As at
31 March 2012 31 March 2011
Sundry cred|tors
- Others 7,947 24,973
7,947 24,973
10 . Other current liabilities
As at As at
31 March 2012 31 March 2011
Ourrent matur|t|es of |ong-term borrow|ngs (refer to note 5} 18,593 42,777
lnterest accrued but not due on borrow|ngs 703 392
lncome rece|ved |n advance (refer to note 6} 30,148 38,527
Other payab|es
-
- Statutory dues 2,343 5,309
- Accrued |oss on forward contracts - 518
- Advances/ depos|ts rece|ved 6,950 7,663
- Book overdraft 2,209 999
- Oomm|ss|on accrued 1,408 1,974
- Emp|oyees` re|mbursements 192 318
- Ored|tors for fxed assets 8,083 22,486
- Other cred|tors 4,803 4,338
75,432 125,301
11 . Short-term provisions
As at As at
31 March 2012 31 March 2011
Prov|s|on for emp|oyee benefts (refer to note 34}
- Gratu|ty 6 23
- vacat|on pay 11 19
Other prov|s|ons
-Regu|atory dues (refer to note 38} 48,917 31,974
48,934 32,016
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
105
12.1 . Fixed Assets - Tangible assets
As at 31 March 2012
As at 31 March 2011
Particulars
Gross block Depreciation/ amortisation Net block
As at
31 March
2011
Additions
Sale/
adjust-
ment
As at
31 March
2012
Up to
31 March
2011
For the
year
Sale/
adjustment
Up to
31 March
2012
As at
31 March
2012
As at
31 March
2011
P|ant and mach|nery 13,300 627 - 13,927 5,402 1,519 - 6,921 7,006 7,898
Oonsumer prem|ses
equ|pment (refer to
note 37 b}
224,395 56,533 11,752 269,176 93,438 49,409 7,344 135,503 133,673 130,957
Oomputers 1,220 202 481 941 668 139 318 489 452 552
Offce equ|pments 499 39 328 210 86 13 55 44 165 413
Furn|ture and fxtures 315 7 111 211 69 16 35 50 161 246
veh|c|es 296 (0} 46 250 85 27 6 106 144 211
|easeho|d
|mprovements
433 1 387 47 182 9 145 46 1 251
Total tangible assets 240,458 57,409 13,105 284,762 99,930 51,132 7,903 143,159 141,602 140,528
Particulars
Gross block Depreciation/ amortisation Net block
AS at
31 March
2010
Additions
Sale/
adjustment
As at 31
March
2011
Up to
31 March
2010
For the
year
Sale/
adjustment
Up to
31 March
2011
As at
31 March
2011
As at
31 March
2010
P|ant and mach|nery 14,238 3,885 4,823 13,300 4,589 1,312 499 5,402 7,898 9,649
Oonsumer prem|ses
equ|pment (refer to note
37 b}
158,207 74,402 8,214 224,395 61,997 36,853 5,412 93,438 130,957 96,210
Oomputers 1,049 189 18 1,220 515 170 17 668 552 534
Offce equ|pments 478 50 29 499 72 25 11 86 413 406
Furn|ture and fxtures 200 122 7 315 52 20 3 69 246 148
veh|c|es 264 88 56 296 81 28 24 85 211 183
|easeho|d |mprove-
ments
465 - 32 433 161 53 32 182 251 304
Total 174,901 78,736 13,179 240,458 67,467 38,461 5,998 99,930 140,528 107,434
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
106
Footnotes:
|} Add|t|ons/ adjustments to gross b|ock of consumer prem|ses equ|pment (OPE} and p|ant and mach|nery and computers |nc|ude |oss on account of fore|gn exchange
fuctuat|ons amount|ng to ` 2,057 |acs (prev|ous year de|et|on of ` 845 |acs as ga|n}, ` 44 |acs (prev|ous year de|et|on of ` 2 |acs as ga|n} and n|| (prev|ous year de|et|on of
` 9 |acs as ga|n} respect|ve|y.
* ` 36,672 for the year 2010-11
As at 31 March 2011
12.2 . Fixed Assets - Intangible assets
As at 31 March 2012
Particulars
Gross block Amortisation Net block
As at
31 March
2011
Addi-
tions
Sale/ ad-
justments
As at
31 March
2012
Up to
31 March
2011
For the
year
Sale/
adjust-
ment
Up to
31 March
2012
As at
31 March
2012
As at
31 March
2011
Goodw||| 6,837 - 2,325 4,512 3,835 677 - 4,512 - 3,002
||cense fees 1,174 - - 1,174 845 135 - 980 193 329
Software 2,839 89 709 2,219 2,327 241 589 1,979 240 512
Total
intangible assets
10,850 89 3,034 7,905 7,007 1,053 589 7,471 433 3,843
Particulars
Gross block Amortisation Net block
As at
31 March
2010
Additions
Sale/
adjustment
As at
31 March
2011
Up to
31 March
2010
For the
year
Sale/
adjust-
ment
Up to
31 March
2011
As at
31 March
2011
As at
31 March
2010
Goodw||| 4,512 2,325 - 6,837 2,933 902 - 3,835 3,002 1,579
||cense fees 1,174 - - 1,174 710 135 - 845 329 464
Software* 2,855 4 20 2,839 1,870 457 0 2,327 512 985
Total
intangible assets
8,541 2,329 20 10,850 5,513 1,494 0 7,007 3,843 3,028
107
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
13 . Non-current investments (Unquoted)
As at As at
31 March 2012 31 March 2011
Non trade |nvestments
Ba|ance of unut|||sed mon|es ra|sed by |ssue
- Oert|fcate of depos|t 15,000 20,000
15,000 20,000
Aggregate book va|ue of unquoted |nvestments 15,000 20,000
14 . Long-term loans and advances
(Ünsecured and cons|dered good, un|ess otherw|se stated}
As at As at
31 March 2012 31 March 2011
Oap|ta| advances - 1,594
Secur|ty depos|ts 179 469
Others:
Prepa|d expenses 187 221
Amounts/ taxes pa|d under protest 1,585 1,107
1,951 3,391
15 . Other non-current assets
As at As at
31 March 2012 31 March 2011
Others:
F|xed depos|ts w|th banks w|th matur|ty per|od more than 12 months (refer to note 18} 695 1,282
695 1,282
16 . Inventories
As at As at
31 March 2012 31 March 2011
Stock-|n-trade (at the |ower of cost and net rea||sab|e va|ue}
-Oustomer prem|ses equ|pment w|th accessor|es 688 444
688 444
17 . Trade receivables
(Ünsecured and cons|dered good, un|ess otherw|se stated}
As at As at
31 March 2012 31 March 2011
Debts outstand|ng for a per|od exceed|ng s|x months
- Oons|dered good 521 1,358
- Oons|dered doubtfu| 117 30
Other debts
- Oons|dered good 2,340 907
2,978 2,295
Prov|s|on for doubtfu| debts (117} (30}
2,861 2,265
18 . Cash and bank balances
As at As at As at As at
31 March 2012 31 March 2011 31 March 2012 31 March 2011
Current Current Non current Non current
Cash and cash equivalents
Ba|ances w|th banks :
- |n current accounts 4,314 11,596 - -
- depos|ts w|th matur|ty of upto 3 months 48 128 - -
Oheques, drafts on hand 12,553 5 - -
Oash on hand 1 6 - -
Other bank balances
- depos|ts w|th matur|ty of more than 3 months but upto 12 months 22,273 20,834 695 1,282
39,189 32,569 695 1,282
|ess: amount d|sc|osed under the head other non-current assets (refer to note 15} - - 695 1,282
39,189 32,569 - -
108
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
19 . Short-term loans and advances
(Ünsecured and cons|dered good, un|ess otherw|se stated}
As at As at
31 March 2012 31 March 2011
Oons|dered good
|oans and advances to re|ated part|es (refer to note 36 c} 8,703 4,693
Others
- Prepa|d expenses 568 1,040
- Advances to vendors, d|str|butors etc. 3,364 2,614
- Advance tax [net of prov|s|on ` 70 |acs (prev|ous year ` 70 |acs}| 1,529 2,554
- Oustoms duty, serv|ce tax and sa|es tax 6,615 10,448
- Depos|ts 531 2,130
21,310 23,479
Oons|dered doubtfu|
Other |oans and advances
Advances to vendors, d|str|butors etc. - 58
Prov|s|on for doubtfu| advances - (58}
- -
21,310 23,479
20 . Other current assets
As at As at
31 March 2012 31 March 2011
lncome accrued but not due on fxed depos|ts 28 190
lnsurance c|a|m rece|vab|e 15 23
Ünamort|sed prem|um on forward contracts 5 88
Accrued ga|ns on forward contracts 780 -
828 301
For the year ended For the year ended
31 March 2012 31 March 2011
21 . Revenue from operations
lncome from DTH subscr|bers :
-Subscr|pt|on revenue 166,389 119,270
-|ease renta|s 22,057 19,853
Te|eport serv|ces 1,397 1,072
Bandw|dth charges 3,967 2,559
Sa|es of customer prem|ses equ|pment (OPE} and accessor|es 354 335
Advert|sement |ncome 1,594 542
Other operat|ng |ncome 24 24
Oa|| Oenter Oharges 2 11
M|dd|eware Oharges 9 -
195,793 143,666
22 . Other income For the year ended For the year ended
31 March 2012 31 March 2011
lnterest |ncome from:
- fxed depos|ts/ marg|n accounts 3,047 2,418
- others 427 6,168
Fore|gn exchange fuctuat|on - 731
Proft on redempt|on of un|ts of mutua| funds (non trade, current} 75 357
Proft on sa|e of subs|d|ary (refer to note 31} 3,225 1,849
||ab|||t|es wr|tten back 201 358
M|sce||aneous |ncome 96 381
7,071 12,262
23 . Changes in inventory of stock-in-trade
For the year ended For the year ended
31 March 2012 31 March 2011
Open|ng stock 444 278
|ess: O|os|ng stock 688 444
(244) (166)
109
24 . Operating expenses
For the year ended For the year ended
31 March 2012 31 March 2011
Transponder |ease 11,358 6,172
||cense fees 20,025 14,990
Üp||nk|ng charges 703 554
Programm|ng and other costs (refer to note 44} 60,658 50,355
Enterta|nment tax 6,793 5,184
Te|ephone and fax charges-ca|| center 178 1,128
99,715 78,383
25 . Emp|oyee beneñts expenses
For the year ended For the year ended
31 March 2012 31 March 2011
Sa|ary, bonus and a||owances 6,888 6,976
Oontr|but|on to prov|dent and other funds 433 455
Staff we|fare 82 96
Recru|tment and tra|n|ng expenses 78 82
7,481 7,609
26 . Selling and distribution expenses
For the year ended For the year ended
31 March 2012 31 March 2011
Advert|sement and pub||c|ty expenses 7,967 7,823
Bus|ness promot|on expenses 354 603
Oomm|ss|on 15,082 15,903
Oustomer support serv|ces 5,048 1,389
28,451 25,718
27 . Finance costs
For the year ended For the year ended
31 March 2012 31 March 2011
lnterest on:
-Term |oans 5,857 8,181
-Buyer`s cred|ts 2,078 655
-lnterest on deferred payments - 1,447
-Others 2,984 2,738
Fore|gn exchange fuctuat|on (net} 5,102 -
Other borrow|ng costs 1,778 2,318
17,799 15,339
28 . Other expenses
For the year ended For the year ended
31 March 2012 31 March 2011
E|ectr|c|ty charges 378 357
Rent 550 521
Repa|rs and ma|ntenance
- P|ant and mach|nery 210 101
- Bu||d|ng 45 18
- Others 186 206
lnsurance 39 16
Rates and taxes 44 53
veh|c|e runn|ng 12 10
|ega| and profess|ona| fees 1,382 1,122
D|rector`s s|tt|ng fees 11 12
Pr|nt|ng and stat|onary 512 613
Oommun|cat|on expenses 655 660
Trave|||ng and conveyance 920 980
Serv|ce and h|re charges 408 295
Fre|ght, cartage and demurrage 801 1,173
Bad debts and ba|ances wr|tten off 163 4
Prov|s|on for doubtfu| debts 41 -
|oss on sa|e/ d|scard of fxed assets 333 1,726
|oss on sa|e/ d|scard of cap|ta| work |n progress 2,823 -
M|sce||aneous expenses 541 59
10,054 7,926
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
110
29. Composite Scheme of Amalgamation and Arrangements (‘the Scheme’)
|} ASS| was formed to own, estab||sh and operate Ku band sate|||te system and to market and |ease the|r
bandw|dth capac|t|es. However, due to unfavorab|e market cond|t|ons, the sate|||te bus|ness was d|scont|nued
|n the fnanc|a| year 2009-10. lSMS| was |n the bus|ness of prov|d|ng serv|ces on commerc|a| bas|s perta|n|ng
to subscr|ber`s management, |nc|ud|ng ra|s|ng and co||ect|on of b|||s, co||ect|on and ma|ntenance of subscr|ber`s
|nformat|on, preparat|on of requ|red reports and ca|| centre act|v|t|es.
||} ln order to s|mp||fy the group structure and |mprove cost effc|ency, the Board of D|rectors of the Oompany had
approved a Oompos|te Scheme of Ama|gamat|on and Arrangement between the Oompany, ASS|, lSMS| and
the|r respect|ve shareho|ders and cred|tors ('the Scheme`} at the|r meet|ng he|d on 11 June 2010. The Scheme
env|saged transfer of the Oompany`s non-DTH re|ated bus|ness (|nc|ud|ng equ|ty shares |n ASS| and AO|} to
lSMS|, fo||owed by the merger of ASS| w|th lSMS| on 31 March 2010, the appo|nted date. As cons|derat|on
for transfer of non-DTH re|ated bus|ness, lSMS| wou|d |ssue and a||ot 100,000 equ|ty shares of the face va|ue of
` 10 each, fu||y pa|d up, to the Oompany.
|||} The above Scheme had been approved by the Hon`b|e H|gh Oourt of De|h|, v|de |ts Order dated 3 March 2011
and corr|gendum dated 31 March 2011 and became effect|ve on 31 March 2011 on f||ng the Order of the Oourt
w|th the Reg|strar of Oompan|es, NOT of De|h| and Haryana.
|v} To g|ve effect to the Scheme and the Order of the Hon`b|e H|gh Oourt, the Oompany transferred |ts undertak|ng,
a|ong w|th assets and ||ab|||t|es as on 31 March 2010, re|at|ng to the non-DTH bus|ness to lSMS|. ln accordance
w|th the Scheme, the excess of the book va|ue of net assets transferred as at 31 March 2010, over the
cons|derat|on rece|ved was d|rect|y adjusted |n the Genera| Reserve as under:
v} The non-DTH bus|ness, transferred as above and wh|ch was exc|uded from the fnanc|a| statements of the
Oompany after 31 March 2010, d|d not have any operat|ons dur|ng the prev|ous year.
v|} Wh||e the Group fo||owed the account|ng treatment prescr|bed |n the Scheme, du|y approved by the Hon`b|e
H|gh Oourt of De|h|, |t resu|ted |n certa|n dev|at|ons as compared to the Genera||y Accepted Account|ng Pr|nc|p|es
(GAAP} |n lnd|a. Had the Group fo||owed the GAAP, the |mpa|rment of fxed assets [|n accordance w|th Account|ng
Standard ('AS`} 28| wou|d have been recogn|sed |n the Oonso||dated Statement of Proft and |oss of the fnanc|a|
year 2009-10 and, accord|ng|y, |oss for that year and the deb|t ba|ance |n the Oonso||dated Statement of Proft
and |oss as at 31 March 2010 wou|d have been h|gher by ` 17,435 |acs.
Particulars Amount
F|xed assets 4,324
lnvestments |n ASS| 9,440
Advances |nc|ud|ng share app||cat|on money |n ASS| 3,671 17,435
lnvestments |n AO| 1,247
Other |oans and advances 12,084
Total assets 30,766
Less: liabilities
Prov|s|on for doubtfu| advances 12,084
Prov|s|on for d|m|nut|on |n the va|ue of |nvestment |n AO| 1,247
Secur|ty depos|ts rece|ved 2,315
Total liabilities 15,646
Book value of net assets transferred 15,120
Oons|derat|on rece|ved by way of equ|ty shares |n lSMS| 10
Excess of book value of net assets over the consideration received, 15,110
adjusted in General Reserve
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
111
The aforesa|d |oss on |mpa|rment of fxed assets was not recogn|sed |n the prev|ous year a|so as a pr|or year
|tem. lnstead, dur|ng the prev|ous year, on |mp|ementat|on of the Scheme, the Group had adjusted ` 15,110 |acs
d|rect|y aga|nst the Genera| Reserve |n the conso||dated fnanc|a| statements |n accordance w|th the account|ng
treatment approved |n the Scheme and recogn|zed a goodw||| of ` 2,325 |acs.
v||} The above goodw||| represented the excess of ||ab|||t|es acqu|red by lSMS| over the fa|r va|ue of net assets of
non-DTH re|ated bus|ness from the Oompany. The goodw||| recogn|sed by lSMS| |n prev|ous year d|d not have
any future econom|c benefts. However, the Group had not recogn|sed any |mpa|rment |oss |n the conso||dated
fnanc|a| statements |n the prev|ous year. Dur|ng current year the group has so|d |ts |nvestment |n lSMS| on 31
May 2011 a|ong w|th goodw||| accounted |n prev|ous year.
30. Dur|ng the year upon |nter-se transfer of shares between the Promoters, w|th effect from 26 December 2011 the
Oompany has become a subs|d|ary of Dhaka Warr|ors Sports Pr|vate ||m|ted.
31. Proft on sa|e of subs|d|ary
As stated |n note 2(c}(|||} above, the group has d|sposed off |nvestment |n lSMS| on 31 May 2011 for a sa|e
cons|derat|on of ` 108 |acs. The net ||ab|||t|es of lSMS| amount|ng to ` 3,117 |acs, a|ong w|th sa|e cons|derat|on
of ` 108 |acs has been recogn|sed as 'Proft on sa|e of subs|d|ary` |n the Oonso||dated Statement of Proft and |oss.
Further, as stated |n note 2(c}(|||} above, dur|ng prev|ous year lSMS| had d|sposed off the |nvestment |n AO| on
31 March 2011. The net ||ab|||t|es of AO| amount|ng to ` 1,849 |acs as on the date of transfer, a|ong w|th sa|e
cons|derat|on of ` 0.01 |acs , has been recogn|sed as 'Proft on sa|e of subs|d|ary` |n the Oonso||dated Statement
of Proft and |oss.
32. Deprec|at|on expense for the current year |nc|udes ` 28 |acs (prev|ous year ` 1,261 |acs} {|nc|ud|ng pr|or per|od
deprec|at|on amount|ng to ` N|| (prev|ous year ` 919 |acs}} on account of re-a||gnment of est|mated usefu| ||fe of
v|ew|ng cards ('vO`}, as adopted by the subs|d|ary company, w|th the est|mated usefu| ||fe cons|dered by the parent
company (a|so refer to note 41}.
33. Emp|oyee stock opt|on p|an (ESOP} 2007
ln the Annua| Genera| Meet|ng he|d on 3 August 2007, the shareho|ders of the Oompany have approved Emp|oyee
Stock Opt|on P|an |.e. ESOP 2007 ('the Scheme"}. The Scheme prov|ded for |ssue of 4,282,228 stock opt|ons
(under|y|ng fu||y pa|d equ|ty share of ` 1 each} to the emp|oyees of the Group and a|so to non-execut|ve d|rectors
|nc|ud|ng |ndependent d|rectors of the Oompany at the exerc|se pr|ce wh|ch sha|| be equ|va|ent to the market pr|ce
determ|ned as per the Secur|t|es and Exchange Board of lnd|a (Emp|oyee Stock Opt|on Scheme and Emp|oyee
Stock Purchase Scheme} Gu|de||nes, 1999 ['SEBl (ESOP} Gu|de||nes, 1999`|.
The opt|ons granted under the Scheme sha|| vest between one year to s|x years from the date of grant of opt|ons,
w|th 20% vest|ng each year. Once the opt|ons vest as per the Scheme, they wou|d be exerc|sab|e by the grantee
at any t|me w|th|n a per|od of four years from the date of vest|ng and the shares ar|s|ng on exerc|se of such opt|ons
sha|| not be subject to any |ock-|n per|od.
The shareho|ders |n the|r meet|ng he|d on 28 August 2008 approved the re-pr|c|ng of outstand|ng opt|ons wh|ch
were granted t||| that date and consequent|y the opt|ons were re-pr|ced at ` 37.55 per opt|on, determ|ned as per
SEBl (ESOP} Gu|de||nes, 1999.
However, |n respect of opt|ons granted subsequent to 28 August 2008, the exerc|se pr|ce of the opt|ons has been
ma|nta|ned as equ|va|ent to the market pr|ce determ|ned as per the SEBl (ESOP} Gu|de||nes, 1999.
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
112
As stated above, the opt|ons are granted to the emp|oyees at an exerc|se pr|ce, be|ng the |atest market pr|ce as per
SEBl (ESOP} Gu|de||nes, 1999. Further, s|nce the Group fo||ows |ntr|ns|c va|ue method for account|ng of the above
opt|ons, there |s no charge |n the Oonso||dated Statement of Proft and |oss.
The act|v|ty re|at|ng to the opt|ons granted and movements there|n are set out be|ow:
The fo||ow|ng tab|e summar|zes |nformat|on on the share opt|ons outstand|ng as of 31 March 2012
The fo||ow|ng tab|e summar|zes |nformat|on on the share opt|ons outstand|ng as of 31 March 2011
* re-pr|ced as per Shareho|ders` approva| on 28 August 2008. Refer note above
= on a we|ghted average bas|s.
Particulars For the year ended
31 March 2012
For the year ended
31 March 2011
Opt|ons outstand|ng at the beg|nn|ng of the year 2,293,220 2,054,300
Add: Opt|ons granted 125,000 1,038,300
|ess: Exerc|sed 447,340 557,060
|ess: |apsed 191,700 242,320
Opt|ons outstand|ng at the end of the year 1,779,180 2,293,220
Particulars Date of grant Number of shares
remaining out of
options
Remaining contrac-
tual life
Exercise price
|ot 1
|ot 2
|ot 3
|ot 4
|ot 5
|ot 6
|ot 7
|ot 8
Opt|ons outstand|ng at
the end of the year
21 August 2007
24 Apr|| 2008
28 August 2008
28 May 2009
27 October 2009
26 October 2010
21 January 2011
20 Ju|y 2011
364,350
-
27,000
302,030
133,480
131,720
695,600
125,000
1,779,180
5.39
-
6.41
7.16
7.58
8.57
8.81
9.30
7.72=
37.55*
-
37.55*
47.65
41.45
57.90
58.95
93.20
53.34=
Particulars Date of grant Number of shares
remaining out of
options
Remaining contrac-
tual life
Exercise price
|ot 1 21 August 2007 714,040 6.39 37.55*
|ot 2 24 Apr|| 2008 - - -
|ot 3 28 August 2008 30,000 7.41 37.55*
|ot 4 28 May 2009 361,100 8.16 47.65
|ot 5 27 October 2009 149,780 8.58 41.45
|ot 6 26 October 2010 201,250 9.57 57.90
|ot 7 21 January 201 837,05 9.8 58.95
Opt|ons outstand|ng at
the end the of year
2,293,220 8.35= 48.99=
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
113
34. D|sc|osure pursuant to Account|ng Standard 15 on "Emp|oyee Beneñts"
Deñned contr|but|on p|ans
An amount of ` 367 |acs (prev|ous year ` 314 |acs } and ` 16 |acs (prev|ous year ` 52 |acs} for the year, have
been recogn|zed as expenses |n respect of the Group`s contr|but|ons to Prov|dent Fund and Emp|oyee`s State
lnsurance Fund respect|ve|y, depos|ted w|th the government author|t|es and have been |nc|uded under operat|ng
and other expend|ture |n the Oonso||dated Statement of Proft and |oss.
Deñned beneñt p|ans
Gratu|ty |s payab|e to a|| e||g|b|e emp|oyees of the Group on superannuat|on, death or permanent d|sab|ement, |n
terms of the prov|s|ons of the Payment of Gratu|ty Act or as per the Group`s Scheme, wh|chever |s more benefc|a|.
The fo||ow|ng tab|e sets forth the status of the gratu|ty p|an of the Group and the amounts recogn|sed |n the
Oonso||dated Ba|ance Sheet and Oonso||dated Statement of Proft and |oss:
The pr|nc|pa| assumpt|ons used |n determ|n|ng gratu|ty for the Group`s p|ans are shown be|ow:
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Changes in present value of obligation
Present va|ue of ob||gat|on as at the beg|nn|ng of the year 426 351
lnterest cost 36 28
Ourrent serv|ce cost 191 175
Benefts pa|d (9} (6}
Actuar|a| ga|n on ob||gat|on 16 (42}
Present va|ue of ob||gat|on as at end of the year 660 506
Short term 6 23
|ong term 654 483
660 506
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Expenses recognized in the Consolidated
Statement of Proñt and Loss
Ourrent serv|ce cost 191 175
lnterest cost on beneft ob||gat|on 36 28
Net actuar|a| ga|n recogn|sed |n the year 16 (42}
Expenses recogn|sed |n the Oonso||dated 243 161
Statement of Proft and |oss
Particulars As at As at
31 March 2012 31 March 2011
D|scount rate 8.50% 8%
Sa|ary esca|at|on rate (per annum} 11.00% 10%
Withdrawal rates
Age- Üpto 30 years 13% 13%
31-44 years 2% 2%
Above 44 years 1% 1%
Morta||ty rate |lO (1994 - 96} |lO (1994 - 96} du|y mod|fed
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
114
D|scount rate: The d|scount rate |s est|mated based on the preva|||ng market y|e|ds of lnd|an government
secur|t|es as at the ba|ance sheet date for the est|mated term of the ob||gat|on.
Sa|ary esca|at|on rate: The est|mates of sa|ary |ncreases, cons|dered |n actuar|a| va|uat|on, take account of
|nfat|on, promot|on and other re|evant factors.
35. Segmental information
The Group |s |n the bus|ness of prov|d|ng D|rect to Home ('DTH`} and te|eport serv|ces pr|mar||y |n lnd|a. As the
Group`s bus|ness act|v|ty pr|mar||y fa||s w|th|n a s|ng|e bus|ness and geograph|ca| segment, d|sc|osures |n terms of
Account|ng Standard 17 on 'Segment Report|ng" are not app||cab|e.
36. Related party disclosures
a} Re|ated part|es w|th whom the Group had transact|ons:
Key management
personne|
Mr. Jawahar |a| Goe|
Enterpr|ses
over wh|ch key
management
personne|/
the|r re|at|ves
have s|gn|fcant
|nfuence
ASO Te|ecommun|cat|on Pr|vate ||m|ted (former|y ASO Te|ecommun|cat|on ||m|ted}
As|a Today ||m|ted
As|a Tv ÜSA ||m|ted
Ohuru Trad|ng Oompany Pr|vate ||m|ted
Oyquator Med|a Serv|ces Pr|vate ||m|ted
Daksh|n Med|a Gamm|ng So|ut|ons Pr|vate ||m|ted
D|||gent Med|a Oorporat|on ||m|ted
E-O|ty Property Management & Serv|ces Pr|vate ||m|ted
Esse| Agro Pr|vate ||m|ted
Esse| Oorporate Resources Pr|vate ||m|ted
Esse| lnfraprojects ||m|ted
Esse| lnternat|ona| ||m|ted
lnd|an Oab|e Net Oompany ||m|ted
lnteract|ve F|nance and Trad|ng Serv|ces Pr|vate ||m|ted
lntrex lnd|a ||m|ted
lTZ Oash Oard ||m|ted
Med|a Pro Enterpr|se lnd|a Pr|vate ||m|ted
PAN lnd|a Network lnfravest Pr|vate ||m|ted
PAN lnd|a Network ||m|ted
Proca|| Pr|vate ||m|ted
Rama Assoc|ates ||m|ted
W|re and W|re|ess (lnd|a} ||m|ted
Taj Te|ev|s|on lnd|a Pr|vate ||m|ted
Taj Tv ||m|ted
Zee Akash News Pr|vate ||m|ted
Zee Enterta|nment Enterpr|ses ||m|ted
Zee News ||m|ted
Zee Turner ||m|ted
ZEE Te|ef|ms M|dd|e East Fz ||O
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
115
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
b} Transact|ons w|th re|ated part|es
Particular
For the year ended
31 March 2012
For the year ended
31 March 2011
Total Amount Amount for
major parties
Total Amount Amount for
major parties
(i) With key management personnel
83 81
Managerial remuneration 83 81
(ii) With other related parties:
Sales and services (net of taxes) 1,540 1,191
Zee Enterta|nment Enterpr|ses ||m|ted 705 436
Zee News ||m|ted 463 443
As|a Today ||m|ted 126 130
W|re and W|re|ess (lnd|a} ||m|ted 64 16
Zee Aakash News Pr|vate ||m|ted 172 149
Other re|ated part|es 20 17
Purchase of goods and services 31,300 17,580
Med|a Pro Enterpr|se lnd|a Pr|vate ||m|ted 12,921
Zee Turner ||m|ted 2,400 9,055
Zee Enterta|nment Enterpr|ses ||m|ted 4,529 4,259
lTZ Oash Oard ||m|ted 1,573 1,511
Taj Te|ev|s|on lnd|a Pr|vate ||m|ted 4,070 1,905
Oyquator Med|a Serv|ces Pr|vate ||m|ted 4,875 -
Other re|ated part|es 932 851
Rent paid 327 289
Zee Enterta|nment Enterpr|ses ||m|ted 287 253
Rama Assoc|ates ||m|ted 32 28
Other re|ated part|es 8 8
Interest paid 4 1,447
Esse| lnternat|ona| ||m|ted 4 1,447
Interest received 178 701
Esse| Agro Pr|vate ||m|ted - 596
ASO Te|ecommun|cat|on Pr|vate ||m|ted 133 105
Oyquator Med|a Serv|ces Pr|vate ||m|ted 45 -
1VSDIBTFPGæYFEBTTFUT - 1,478
Esse| lnternat|ona| ||m|ted - 1,431
Other re|ated part|es - 47
116
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
Particular
For the year ended
31 March 2012
For the year ended
31 March 2011
Total Amount Amount for major
parties
Total Amount Amount for
major parties
Reimbursement of expenses paid 351 276
Zee Enterta|nment Enterpr|ses ||m|ted 335 224
lTZ Oash Oard ||m|ted - 43
Other re|ated part|es 16 9
Reimbursement of expenses received 3 10
W|re and W|re|ess (lnd|a} ||m|ted 1 3
Zee Enterta|nment Enterpr|ses ||m|ted 1 7
Zee News ||m|ted 1 -
Short-term borrowings 12,500 -
Esse| lnternat|ona| ||m|ted 12,500 -
Repayment of Short-term borrowings - 5
ASO Te|ecommun|cat|on ||m|ted - 5
Loans and advances given 1,442 708
lTZ Oash Oard ||m|ted 707 500
Oyquator Med|a Serv|ces Pr|vate ||m|ted 610
Esse| Agro Pr|vate ||m|ted 101 -
Other re|ated part|es 24 208
Refunds received against loans,
advances and deposits given
7,324 10,961
Esse| Agro Pr|vate ||m|ted - 8,756
Oyquator Med|a Serv|ces Pr|vate ||m|ted 6,489 -
lTZ Oash Oard ||m|ted 821 1,990
Other re|ated part|es 14 215
Amount written off 18 2
PAN lnd|a Network ||m|ted 17 -
Daksh|n Med|a Gam|ng So|ut|ons Pr|vate
||m|ted
1 -
Other re|ated part|es - 2
Sale of investment in subsidiary 108 -
Esse| Oorporate Resources Pr|vate
||m|ted
108 -
117
c) Balance at year end:
d) Guarantees given by related parties in respect of secured loans:
|} As at 31 March 2012, personne| guarantees by key manager|a| personne| amount|ng to ` 30,000 |acs (prev|ous
year 30,000 |acs} and corporate guarantee by Ohuru Trad|ng Oompany Pr|vate ||m|ted amount|ng to ` 30,000
|acs (prev|ous year 30,000 |acs} are outstand|ng as at the year end.
||} As at 31 March 2012, corporate guarantee by Dhaka Warr|ors Sports Pr|vate ||m|ted amount|ng to ` 20,000 |acs
(Prev|ous year ` 20,000 |acs from Ohuru Trad|ng Oompany Pr|vate ||m|ted}. Dur|ng the year corporate guarantee
of ` 20,000 |acs were re|eased and transferred from Ohuru Trad|ng Oompany Pr|vate ||m|ted to Esse| Oorporate
Resources Pr|vate ||m|ted wh|ch was |ater transferred to Oyquator Med|a Serv|ces Pr|vate ||m|ted and fna||y to
Dhaka Warr|ors Sports Pr|vate ||m|ted
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
Particular
For the year ended
31 March 2012
For the year ended
31 March 2011
Total Amount Amount for major
parties
Total Amount Amount for
major parties
With other related parties:
Loans and advances given 8,703 4,693
Esse| Agro Pr|vate ||m|ted 2,302 2,200
lTZ Oash Oard ||m|ted 523 579
ASO Te|ecmmun|cat|on Pr|vate ||m|ted 1,995 1,876
Oyquator Med|a Serv|ces Pr|vate ||m|ted 3,882 21
Other re|ated part|es 1 17
Short-term borrowings 12,500 2,315
W|re and W|re|ess (lnd|a} ||m|ted - 2,315
Other re|ated part|es 12,500 -
Trade payables 4,930 14,348
Zee Enterta|nment Enterpr|ses ||m|ted 955 1,412
Zee Turner ||m|ted 1,758 12,693
Med|a Pro Enterpr|se lnd|a Pr|vate ||m|ted 1,780 -
Other re|ated part|es 437 243
Trade receivables 685 1,270
As|a Today ||m|ted 96 277
Zee News ||m|ted 200 337
Zee Enterta|nment Enterpr|ses ||m|ted 44 165
W|re and W|re|ess (lnd|a} ||m|ted 197 142
Daksh|n Med|a Gam|ng So|ut|on Pr|vate
||m|ted
148 270
Other re|ated part|es - 79
118
|||} As at 31 March 2012, corporate guarantee by Zee Enterta|nment Enterpr|ses ||m|ted amount|ng to ` 13,222 |acs
(prev|ous year ` 32,220 |acs}. Dur|ng the prev|ous year, the guarantee of `18,998 |acs (prev|ous year 10,840 |acs}
was re|eased. The rema|n|ng guarantee |s outstand|ng as at the year end.
|v} As at 31 March 2012, corporate guarantee by Esse| lnfraprojects ||m|ted and Rama Assoc|ates ||m|ted amount|ng
to ` N|| (prev|ous year ` 30,000 |acs}, jo|nt|y and severa||y. Dur|ng the current year the guarantee was re|eased.
v} As at 31 March 2012 comp|et|on support undertak|ng from Zee Enterta|nment Enterpr|ses ||m|ted for the buyer`s
cred|t of ` 6,432 |acs (prev|ous year ` 11,564 |acs}.
37. Leases
(a} Obligation on operating lease:
The Group`s s|gn|fcant |eas|ng arrangements are |n respect of operat|ng |eases taken for offces, res|dent|a|
prem|ses, transponder, etc. These |eases are cance||ab|e operat|ng |ease agreements that are renewab|e on a
per|od|c bas|s at the opt|on of both the |essee and the |essor except |n renta| of |eases for offce prem|ses wh|ch are
non-cance||ab|e |eases. The |n|t|a| tenure of the |ease genera||y |s for 11 months to 108 months. The deta||s of |ease
renta| charges |n respect of assets taken on operat|ng |eases are as under:
M|n|mum |ease payments for non-cance||ab|e operat|ng |eases |n respect of offce prem|ses:
b} Assets given under operating lease:
The Group has |eased out assets by way of operat|ng |ease and as on 31 March 2012 the gross book va|ue of such
assets, |ts accumu|ated deprec|at|on and deprec|at|on for the year are as g|ven be|ow:
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
|ease renta| charges dur|ng the year (net of shared cost} 12,180 7,247
Sub-|ease payment rece|ved (be|ng shared cost} 669 596
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
W|th|n one year - 118
|ater than one year and not |ater than fve years - 465
|ater than fve years - 33
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Gross va|ue of assets 269,176 212,643
Accumu|ated deprec|at|on 135,502 86,440
Net b|ock 133,674 126,203
Deprec|at|on for the year 49,062 33,688
The |ease renta|s rece|ved dur|ng the year |n respect of non cance||ab|e operat|ng |eases and max|mum ob||gat|ons
on |ong term non-cance||ab|e operat|ng |ease rece|vab|e as per the renta|s stated |n the agreement |s as fo||ows:
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
|ease renta|s rece|ved dur|ng the year 22,057 19,853
119
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Open|ng prov|s|on 31,974 17,504
Add: Oreated dur|ng the year 22,637 16,470
|ess: Üt|||sed dur|ng the year 5,694 2,000
Closing provision 48,917 31,974
Particulars Total future minimum Total future minimum
lease rentals receivable lease rentals receivable
as on 31 March 2012 as on 31 March 2011
W|th|n one year 13,827 18,155
|ater than one year and not |ater than fve years 8,655 14,288
|ater than fve years - -
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
|oss for the year attr|butab|e to equ|ty shareho|ders (|n ` |acs} 13,314 19,199
Number of shares cons|dered as we|ghted
average shares outstand|ng for comput|ng
bas|c earn|ngs per share 1,063,307,540 1,062,602,469
Nom|na| va|ue per share (|n `} 1 1
Bas|c and d||uted earn|ngs per share (|n `} (1.25} (1.81}
The ||fe of the Oonsumer Prem|se Equ|pment (OPE} for the purpose of deprec|at|on has been est|mated by the
management as fve years. However, |n certa|n cases, the one-t|me advance contr|but|ons towards the OPEs |n the
form of renta|s are recogn|sed as revenue over a per|od of three years. The Group |s |n the process of stream||n|ng
the above pract|ce.
38. The Oompany has been mak|ng payment of ||cense fee to the Regu|atory Author|ty cons|der|ng the present |ega|
understand|ng. However, |n v|ew of the ongo|ng d|spute, the Oompany has made prov|s|on on a conservat|ve bas|s
cons|der|ng the terms and cond|t|ons of the ||cense g|ven by the Regu|atory Author|ty.
Provision for regulatory dues (including interest)
The above |nc|udes prov|s|on w|th respect to certa|n regu|atory dues d|sputed by the Oompany w|th Regu|atory
Author|ty. The outfow of econom|c benefts w|th regard to the d|sputed port|on wou|d be dependent on the fna|
dec|s|on by the Regu|atory Author|ty.
39. Earnings per share
Reconc|||at|on of bas|c and d||uted shares used |n comput|ng earn|ngs per share
S|nce the Oompany had |osses dur|ng the current year and prev|ous year, the bas|c and d||uted earn|ngs per share
are the same.
120
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
40. Deferred tax assets
Oomponents of deferred tax asset:
ln the absence of v|rtua| certa|nty of rea||sat|on |n future, deferred tax assets have not been recogn|zed.
41. Prior period income and expenses
42. Foreign currency transactions
a} ln accordance w|th the Account|ng Standard 11 (AS-11} and re|ated not|fcat|ons the, fore|gn currency exchange
|oss of ` 2,101 |acs has been adjusted (prev|ous year fore|gn currency exchange ga|n of ` 860 |acs} |n the va|ue
of fxed assets and `154 |acs (prev|ous year fore|gn currency exchange ga|n of Rs 30 |acs} |n the cap|ta| work |n
progress.
b} |} The Oompany has outstand|ng forward contracts of ÜS Do||ars 126 |acs (prev|ous year ÜS Do||ar 429 |acs} at
fxed amount of ` 5,652 |acs (` 19,660 |acs} wh|ch w||| be sett|ed at future date. The purposes of th|s der|vat|ve
contract are for repayment of |oans of ÜS Do||ar 126 |acs.
||} Fore|gn currency transact|ons outstand|ng as on ba|ance sheet date that are not hedged by der|vat|ve |nstru-
ments or otherw|se are as under:
* SGD 5,000
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Deferred tax assets on account of:
-Deprec|at|on 15,651 9,180
-Ünabsorbed deprec|at|on and tax |osses 35,610 43,259
-||ab|||ty for |eave encashment and ret|rement beneft prov|s|on 347 293
-D|sa||owance as per sect|on 43B of lncome tax Act 5 21
-Demerger expenses as per sect|on 35DD of lncome tax Act 38 -
-Prov|s|on for doubtfu| debts and advances 1,467 10
Deferred tax assets 53,118 52,763
Recognised in the accounts - -
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
A) Income
Other |ncome
M|sce||aneous lncome - 311
Total income - 311
B) Expenses
lnterest expense - 99
Deprec|at|on (a|so refer to note 31} - 919
Total expenses - 1,018
Net income/ (expense) (A-B) - (707)
Particulars As at 31 March 2012 As at 31 March 2011
Amount |n Amount |n Amount |n Amount |n Amount |n Amount |n
ÜSD (|acs} SGD (|acs} ` (|acs} ÜSD (|acs} SGD (|acs} ` (|acs}
Ba|ances w|th bank 403 - 20,634 388 - 17,320
Rece|vab|es 13 - 687 33 - 1,452
|oans and borrow|ngs 1,763 - 90,171 791 - 35,312
Sundry cred|tors 98 -* 5,035 235 - 10,157
121
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
43. Contingent liabilities and commitments
a) Contingent liabilities
b) Commitments
c} Dur|ng the prev|ous year, the Oompany rece|ved a demand not|ce for |ncome tax and |nterest thereon aggregat|ng
` 4,056 |acs |n re|at|on to an ear||er year. Dur|ng the current year the Oompany rece|ved stay order on demand of `
4,056 |acs, depos|t|ng ` 400 |acs t||| d|sposa| of appea| or 31 Ju|y 2012, wh|chever |s ear||er, Further, the assess|ng
author|ty has reduced the demand to ` 2,642 |acs on the bas|s of app||cat|on for rect|fcat|on f|ed by the Oompany.
The matter perta|ns to a||eged short deduct|on of tax at source on certa|n payments and |nterest thereon for de|ayed
per|od. The Oompany has d|sputed the |ssue and has f|ed an appea| aga|nst the abovesa|d demand w|th the tax
author|t|es. The Oompany, supported by a |ega| v|ew |n the matter, |s of the v|ew that no prov|s|on |s necessary t|||
the d|spute |s fna||y conc|uded by the appropr|ate author|t|es
d} The Oompany has rece|ved not|ces |n var|ous States on app||cab|||ty of Enterta|nment Tax, for wh|ch no demands
have been rece|ved. The Oompany has contested these not|ces at var|ous Appe||ate Forums/ Oourts and the matter
|s subjud|ce
44. Dur|ng the year, the Oompany m|grated from the fxed fee agreement w|th ESPN Software lnd|a Pr|vate ||m|ted (ESS}
to a Reference lnterconnect Offer (RlO} based agreement for |ts content fees. Üpon refusa| by the ESS to m|grate,
the Oompany has approached the Te|ecom D|spute Sett|ement Appe||ate Tr|buna| (TDSAT}. The TDSAT, v|de |ts
judgement dated 10 Apr|| 2012, has a||owed the Oompany to pay the content fees to ESS w.e.f. 1 September 2011
on the bas|s of RlO rates pub||shed by ESS and a|so a||owed the Oompany a refund of any amount represent|ng the
d|fference between the amount pa|d by the Oompany as per the fxed fee agreement and the amount payab|e under
the RlO rates w.e.f. 1 September 2011. Though ESS has f|ed a spec|a| |eave pet|t|on aga|nst the above order before
the Supreme Oourt after the year end, the company |n ||eu of the order of the TDSAT has exerc|sed |ts r|ght to c|a|m
the above refund of the ba|ance amount and/or adjust the same from the month|y content fee payab|e to ESS. The
content charges aggregat|ve ` 1,710 |acs w|th respect to the above party have accord|ng|y been adjusted.
45. The fnanc|a| statements for the year ended 31 March 2011 had been prepared as per the then app||cab|e, pre-
rev|sed Schedu|e vl to the Oompan|es Act, 1956. Oonsequent to the not|fcat|on of rev|sed schedu|e vl under the
Oompan|es Act, 1956, the fnanc|a| statements for the year ended 31 March 2012 are prepared as per the rev|sed
schedu|e vl. Accord|ng|y, the prev|ous year fgures have a|so been rec|ass|fed to conform to th|s year`s c|ass|fcat|on.
The adopt|on of rev|sed schedu|e vl for the prev|ous year fgures does not |mpact recogn|t|on and measurement
pr|nc|p|es fo||owed for preparat|on of fnanc|a| statements. The fo||ow|ng |s a summary of s|gn|fcant effects that
rev|sed schedu|e vl has pr|mar||y on presentat|on of Ba|ance Sheet of the Oompany as at 31 March 2011.
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
O|a|m aga|nst the Oompany not acknow|edged as debt 483 483
lncome-tax Act, 1961(refer note 43c} 2,652 4,056
Sa|es Tax and va|ue Added Tax demands 1,169 1,099
lnd|an Oustoms Act, 1962 795 1,494
F|nance Act,1994 (Serv|ce tax case} 167 -
Wea|th Tax Act,1957 1 -
Enterta|nment tax demands (refer note 43d} 1,244 1,182
|ega| cases |nc|ud|ng customers aga|nst the Oompany Ünascerta|ned Ünascerta|ned
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Est|mated amount of contracts rema|n|ng to be 19,343 34,699
executed on cap|ta| account
122
As per pre-revised schedule VI As per-revised schedule VI
Particulars Amount Amount Particulars
Deb|t ba|ance |n proft and |oss
account (shown under app||ca-
t|on of funds}
161,919 161,919 Shown under reserves and surp|us
Secured loans 107,631 64,853 Shown as |ong-term borrow|ng
42,778 Shown under other current ||ab|||t|es
Current liabilities
Sundry cred|tors (other than
m|cro and sma|| enterpr|ses}
Book overdraft
Advance revenue/depos|ts
rece|ved
Advance share ca|| money
pend|ng adjustment
lnterest accrued but not due
Other ||ab|||t|es
Forward cover payab|e on
der|vat|ve
56,733
999
66,527
289
392
5,309
518
24,973
29,116
2,644
999
46,189
20,338
289
392
5,309
518
Shown as trade payab|es
Shown under other current ||ab|||t|es
Shown under short-term prov|s|ons
Shown under other current ||ab|||t|es
Shown under other current ||ab|||t|es
Shown under other |ong-term ||ab|||t|es
Shown under other |ong-term ||ab|||t|es
Shown under other current ||ab|||t|es
Shown under other current ||ab|||t|es
Shown under other current ||ab|||t|es
Provisions
Regu|atory dues
Ret|rement benefts
Wea|th Tax
29,329
882
1
29,329
841
41
1
Shown under short-term prov|s|ons
Shown under |ong-term prov|s|ons
Shown under short-term prov|s|ons
Shown under other current ||ab|||t|es
Fixed Assets
Oap|ta| work-|n-process |nc|ud-
|ng cap|ta| advances
45,803 44,209
1,594
Shown as cap|ta| work-|n-progress
Shown under |ong term |oans and ad-
vances as cap|ta| advances
Cash and bank balances
F|xed depos|ts/marg|n
accounts
22,244 20,834
1,282
128
Shown under other bank ba|ances
Shown under other non-current assets
Shown under cash and cash
equ|va|ent
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
123
As per pre-revised schedule VI As per-revised schedule VI
Particulars Amount Amount Particulars
Other current assets 190 190 Shown under other current assets
Loans and advances
Advances recoverab|e |n cash
or |n k|nd or for va|ue to be
rece|ved
Ba|ances w|th customs, exc|se
and sa|es tax author|t|es
Advance tax
|oans to body corporate
Depos|ts w|th government
author|t|es
Depos|ts others
7,002
10,448
2,554
1,676
1,215
2,490
6,671
221
111
10,448
2,554
1,676
1,107
2,130
469
Shown under short-term |oans and advances
Shown under |ong-term |oans and advances
Shown under other current assets
Shown under short-term |oans and advances
Shown under short-term |oans and advances
Shown under short-term |oans and advances
Shown as |ong-term |oans and advances
Shown under short-term |oans and advances
Shown as |ong-term |oans and advance
Considered doubtful
Advances recoverab|e |n cash
or |n k|nd or for va|ue to be
rece|ved
Prov|s|on for doubtfu| advances
58
(58}
58
(58}
Shown under |oans and advances
Shown under |oans and advances
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
As Per our report attached
For B S R & Co. For and on beha|f of Board of D|rectors of
Ohartered Accountants Dish TV India Limited
F|rm Reg|strat|on No.: 101248W
Kaushal Kishore Jawahar Lal Goel B. D. Narang
Partner Manag|ng D|rector D|rector
Membersh|p No.: 090075
Rajeev K. Dalmia Ranjit Singh
Oh|ef F|nanc|a| Offcer Oompany Secretary
P|ace: Gurgaon P|ace: No|da
Date: 16 May 2012 Date: 16 May 2012
124
STATEMENT PURSUANT TO EXEMPTION RECEIVED UNDER SECTION 212(8) OF THE COMPANIES
ACT, 1956 RELATING TO SUBSIDIARY COMPANIES FOR THE YEAR ENDED MARCH 31, 2012
*Equ|va|ent to ` 41/-
Particulars Dish TV Singapore Pte. Limited (Amount in ` lacs)
Summary Balance Sheet
Share Oap|ta| 0*
Reserves and Surp|us (lnc|ud|ng deb|t ba|ance of Proft & |oss Account} (2}
Tota| Assets 678
Tota| ||ab|||t|es 680
lnvestments (exc|ud|ng Subs|d|ar|es} -
4VNNBSZ1SPæUBOE-PTF"DDPVOU
Turnover -
Proft / (|oss} before tax (2}
Prov|s|on for tax -
Proft / (|oss} after tax (2}
Proposed D|v|dend -
125
DISH TV INDIA LIMITED
Reg|stered Offce: Esse| House, B-10, |awrence Road lndustr|a| Area, De|h|- 110 035
E-COMMUNICATION REGISTRATION FORM
To,
Sharepro Services (India) Private Limited
Unit: Dish TV india Limited
13 AB Samhita Warehousing Complex, 2nd Floor,
Sakinaka Telephone Exchange Lane, Off Andheri-Kurla Road,
Sakinaka, Andheri (E), Mumbai – 400 072
Green initiative in Corporate Governance
I/ we hereby exercise my/ our option to receive all communications from the Company such as Notice of General Meeting,
Exp|anatory Statement, Aud|ted F|nanc|a| Statements, Ba|ance Sheet, Proft & |oss Account, D|rectors` Report, Aud|tor`s
Report and other documents in electronic mode pursuant to the ‘ Green Initiative in Corporate Governance’ undertaken
by the Ministry of Corporate Affairs vide circular no.17/ 2011 dated 21st April, 2011. Please register my e-mail ID as given
below, in your records, for sending the communications:
Folio No. / DP ID & Client ID No. :__________________________________________________________________________
Name of 1
st
Registered Holder : ___________________________________________________________________________
Name of Joint Holder(s), if any : ____________________________________________________________________________
Registered Address of the Sole/ 1
st
Registered Holder : _______________________________________________________
_______________________________________________________________________________________________________
No. of Shares held : _____________________________________________________________________________________
E-mail ID (to be registered) : ______________________________________________________________________________
Date: ___________________ Signature:_______________
Notes:
1) On registration, all communications will be sent to the e-mail ID registered.
2) The form is also available on the website of the Company “www.dishtv.in” under the section ‘ Investor Information’ .
3) Shareholders are requested to keep the Company’s Registrar-Sharepro Services (India) Private Limited informed
as and when there is any change in the e-mail address.
127
DISH TV INDIA LIMITED
Regd. Offce: Esse| House B-10, |awrence Road lndustr|a| Area, De|h| - 110 035.
ATTENDANCE SLIP
P|EASE OOMP|ETE THlS ATTENDANOE S|lP AND HAND lT OvER AT THE ENTRANOE OF THE MEETlNG HA||.
Name and Address of Equ|ty Shareho|der (lN B|OOK |ETTERS}: ____________________________________________________________
____________________________________________________________________________________________________________________
Name and Address of the Proxy (lN B|OOK |ETTERS, to be f||ed |n by the Proxy attend|ng |nstead of the Equ|ty Shareho|der}: _______
____________________________________________________________________________________________________________________
l hereby record my presence at the 24th Annua| Genera| Meet|ng of the Oompany, convened on Thursday, the 9th Day of August, 2012
at NOÜl Aud|tor|um, 3 S|r| lnst|tut|ona| Area, August Krant| Marg, New De|h| - 110 016 at 11.00 A.M.
Reg. Fo||o No. : _______________ DP lD No. : _______________
O||ent lD No. : _______________ No. of Shares : _______________
S|gnature of the Equ|ty Shareho|der/Proxy
NOTE: Equ|ty Shareho|ders attend|ng the Meet|ng |n person or through Proxy are requested to comp|ete the Attendance S||p and hand
|t over at the entrance of the meet|ng ha||.
DISH TV INDIA LIMITED
Regd. Offce: Esse| House B-10, |awrence Road lndustr|a| Area, De|h| - 110 035.
FORM OF PROXY
l/We ________________________________________________ of _____________________________________________ be|ng a member/
members of D|sh Tv lnd|a ||m|ted, hereby appo|nt _________________________________________________________________________
_____ of __________________________________________________ fa|||ng h|m ______________________________________ of ________
___________________________________________________ as my/our proxy to attend and vote for me/us on my/our beha|f at the 24th
Annua| Genera| Meet|ng of the Oompany to be he|d on Thursday, the 9th Day of August, 2012 at 11:00 A.M. at NOÜl Aud|tor|um, 3 S|r|
lnst|tut|ona| Area, August Krant| Marg, New De|h| - 110 016 and/or at any adjournment(s} thereof.
Dated th|s _________ day of _______. 2012
Name : _____________________________________________________________________________________________________________
Address : ___________________________________________________________________________________________________________
Reg. Fo||o No. : _______________ DP lD No. : _______________
O||ent lD No. : _______________ No. of Shares : _______________
S|gnature of the Shareho|der/Proxy
Notes: 1. The Proxy Form must be depos|ted at the Reg|stered Offce of the Oompany at Esse| House B-10, |awrence Road
lndustr|a| Area, De|h| - 110 035 at |east 48 hours before the t|me for ho|d|ng he meet|ng. The proxy need not be a
member of the Oompany.
2. A|| a|terat|ons made |n the Proxy Form shou|d be |n|t|ated.
3. ln case of mu|t|p|e prox|es, proxy |ater |n t|me sha|| be treated as va||d and accepted.
Affx `1/-
Revenue
Stamp
doc_800272899.pdf
The report for the financial year 2011 - 2012 of Dish tv india limited.
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
Pritam Singh (Dr.) Independent Director
Eric Zinterhofer Independent Director
Lakshmi Chand Independent Director
Mintoo Bhandari Non-Executive Nominee Director
Sanjay Hiralal Patel Alt.Director to Mintoo Bhandari
Ranjit Singh Company Secretary
M/ s 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 Ltd.
ING Vysya Bank
Axis Bank Ltd.
Esse| House Reg|stered Offce
B-10, Lawrence Road
Industrial Area, Delhi – 110035, India
Tel: +91-11-27156040/ 41/ 43
Fax: +91-11-27156042
FO - 19, Sector 16A, Oorporate Offce
Noida, UP – 201301, India
Tel: +91-120-2599555/ 391
Fax: +91-120-4357078
Website: www.dishtv.in
CHAIRMAN’S MESSAGE
The Indian economy continued to face macro
headwinds through FY 11-12 as the sovereign debt
crisis in Europe took a new and dangerous turn
during the second and third quarter. Unprecedented
action by the ECB helped stave off a grave situation;
however the reverberations continue to impact capital
fows and |nvestments |n deve|op|ng econom|es such
as ours. While India has enjoyed the fruits of being
a part of the interconnected global economy over
the past decade, recent events also highlight the
downside risks associated with the same. The year
under review saw continued erosion of the Rupee
as well as below trendline economic growth as a
consequence of demand contraction as well as the
ba||oon|ng fsca| defc|t. The good news however |s
that the |nfat|on gen|e seems to have been brought
under control with the resolute policies of the RBI, with
core |nfat|on d|pp|ng to 5%. These deve|opments as
well as the gradual return to normalcy in the US, bode
well for future growth as hopefully the painful period
of deleveraging across the globe should be drawing
to a close.
For the digital pay TV industry, FY 11-12 was a
remarkable year during which the Government wrote
into law the Digital Addressable System mandate,
which envisages the mandatory transformation of the
entire television distribution system through a digital
pipe by December 2014.
This is truly a landmark opportunity for all digital
television distribution platforms and your Company
as the pioneer and leader in the digital TV revolution
|s un|que|y p|aced to reap the benefts of the DAS
mandate.
Your Company continues to strengthen its infrastructure, service, and CRM capabilities in anticipation of the
huge surge in demand expected over the next three years as an outcome of this mandate and is well placed
to retain its leadership position in the market place. Your Company now has the deepest distribution reach in
both urban and rural areas, reaching over 80,000 retail outlets for STBs and reaching over 2,00,000 outlets
for recharge availability. Unique tie ups with organizations such as FINO enable your Company to reach out
deep into rural India as well. Your Company has expanded its direct service network to 96 cities and has
plans to increase this network to over 200 cities in the near future. Your Company has substantially increased
its investments in Customer relationship management and support and currently has the capability of handling
and servicing over 3 million queries and customer calls every month.
During the year under review, your Company continued to maintain its leadership in the marketplace and
added 2.5 Mn subscribers, taking the overall subscriber base to 12.7 Mn subscribers as of March 31, 2012.
Your Company is now the third largest DTH platform by subscribers globally and the largest operator outside
of the USA.
Revenues cont|nued to grow strong|y w|th top||ne grow|ng 36% to 1957.8 cr, wh||e EBlTDA marked a substant|a|
jump of 109% to 498.4 Or. Steady growth |n ARPÜ was ma|nta|ned w|th ARPÜ for the year be|ng ` 153.
Your Oompany cont|nues to focus on |nnovat|on and product deve|opment. Dur|ng the year, |n the |ndustry frst,
your Company introduced the HD DVR with unlimited recording facility at no extra cost to its customers. The
product has been extremely well received in the marketplace and should further help reinforce the Company’s
leadership position in the market.
During the fourth quarter, your Company unveiled the new brand positioning “Sab Par Dish Sawaar Hai” to
capture the passion of the television viewing as experienced through Dish TV. The campaign with a memorable
j|ng|e, resu|ted for the frst t|me, |n a DTH Oompany bagg|ng the top spot |n the most reca||ed advert|sement
during the month of February 2012.
Your Company continues to set the trend and tone for the industry both in product innovation, communication
and customer delight. The huge opening up of the market with the advent of the DAS mandate will provide yet
another opportunity for your Company to demonstrate its continued leadership in communication, innovation
and customer satisfaction leading to superior returns to all stakeholders in the years ahead.
Subhash Chandra
Chairman
INDEX
Notice of Annual General Meeting 05
Directors’ Report 08
Statement pursuant to Section 212 of the Companies Act, 1956 18
Corporate Governance Report 19
Shareholders’ Information 36
$FSUJåDBUJPOPG'JOBODJBM4UBUFNFOUTPGUIF$PNQBOZ
Management Discussion and Analysis 44
Auditors’ Report 47
Standalone Financial Statements 52
Standalone Cash Flow Statements 54
Consolidated Financial Statements 90
5
DISH TV INDIA LIMITED
Regd. Offce: Esse| House, B-10, |awrence Road lndustr|a| Area, De|h| - 110 035
Oorporate Offce: FO-19, Sector-16A, No|da, Ü.P. - 201 301
NOTICE
Notice is hereby given that the 24
th
Annual General Meeting of the Members of Dish TV India Limited will
be held at NCUI Auditorium, 3, Siri Institutional Area, August Kranti Marg, New Delhi -110 016, on Thursday,
the 9
th
day of August, 2012, 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, 2012, the
Proft & |oss Account for the F|nanc|a| Year ended on that date on a stand a|one and conso||dated bas|s
and the Reports of the Auditors’ and Board of Directors’ thereon.
2. To appoint a Director in place of Mr. Arun Duggal, who retires by rotation and being eligible, offers
himself for re-appointment.
3. To appoint a Director in place of Dr. Pritam Singh, 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 Aud|tors of the Oompany to ho|d such offce from the conc|us|on of th|s meet|ng unt||
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: 29 May 2012
3FHJTUFSFE0GæDF
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.
1SPYJFTJOPSEFSUPCFFGGFDUJWFNVTUCFSFDFJWFEBUUIF3FHJTUFSFE0GæDFPGUIF$PNQBOZ
not less than 48 hours before the commencement of the Annual General Meeting.
2. Oorporate Members are requested to send at the Reg|stered Offce of the Oompany, a du|y cert|fed
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 / Prox|es shou|d f||-|n the attendance s||p for attend|ng the Meet|ng and br|ng the|r 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 Company’s shares in dematerialized form are required to bring details of their
Depos|tory Account Number for |dent|fcat|on.
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,
July 9, 2012 to Wednesday, July 11, 2012 (both days inclusive).
8. Members des|rous of obta|n|ng any |nformat|on / c|ar|fcat|on concern|ng the accounts and operat|ons
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. A|| documents referred to |n the accompany|ng Not|ce are open for |nspect|on at the Reg|stered Offce
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
cert|fcate from the aud|tors of the Oompany cert|fy|ng that the Oompany`s Stock Opt|on P|an 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 Company’s 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.
7
13. Members who hold shares in physical form in multiple folios in identical names or joint accounts in the
TBNFPSEFSPGOBNFTBSFSFRVFTUFEUPTFOETIBSFDFSUJåDBUFTUPUIF$PNQBOZGPSDPOTPMJEBUJPOJOUPB
single folio.
14. 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.
15. 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).
By order of the Board
Place: Noida
Date: 29 May 2012
Ranjit Singh
Company Secretary
3FHJTUFSFE0GæDF
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.
5IJTNPWFCZUIF.$"BOE4&#*JTBXFMDPNFNFBTVSFTJODFJUXJMMCFOFåUUIFTPDJFUZBUMBSHFUISPVHISFEVDUJPOJOQBQFS
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 Shareholder’s 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 Company’s 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 Fourth
(24
th
) Annual Report together with the Audited Statement
of Accounts of the Company for the Financial Year ended
March 31, 2012.
FINANCIAL RESULTS
The Financial Performance of your Company for the year
ended March 31, 2012 is summarized below:
(`/ Thousand)
DIVIDEND
Your Directors have decided not to recommend any
dividend for the Financial Year ended March 31, 2012.
BUSINESS OVERVIEW
The Indian Broadcasting Industry is going through an
evolutionary phase. Limited number of channels and sub-
standard picture quality has become a thing of the past.
Entertainment through satellite dish though a common
phenomenon in the western world, was introduced in
India by dishtv, which has brought about a sea-change
in the Indian television market. The brand has changed
consumer preferences and enhanced the standards of
television viewership by offering digital picture quality with
stereophonic sound and uninterrupted viewing of more
than 400+ channels and services. With value added
services like Movie on Demand, Books Active, Active
Games to name a few, owning a dishtv is more than just
channel entertainment. Dishtv has left no stone unturned in
providing outstanding services that has the viewers glued to
their television screens.
The DTH industry consolidated its gain of last 5 years
and continued the upward march in terms of customer
acquisition, launch of new products, evolution of new
technologies and wide variety of customer propositions
in terms of acquisition & retention schemes. The industry
added more than 10 Million subscribers during the period
under review. The industry was quite ahead of the numbers
acquired by the digital cable operators during this period.
Strong brand proposition, differentiated customer offerings,
|aunch of new H|gh Defn|t|on (HD} Ohanne|s and |ncrease |n
the number of channel offering by the industry was the key
highlights of the year gone by.
Despite intense competition, your Company was able
to maintain its leadership position by virtue of having the
maximum number of registered subscribers among all the
DTH operators. Customer delight was the main theme of
the year under review facilitated by door step services and
wider reach.
In view of the growing appetite of the Indian consumers
demanding more channels, your Company proactively
contracted for a new satellite located in the vicinity of the
ex|st|ng sate|||te to augment the fac|||ty of H|gh Defn|t|on
channe|s a|ong w|th convent|ona| Standard Defn|t|on (SD}
channels. During the year under review, your Company
acquired additional transponders on the Asiasat 5 satellite
thus increasing its total transmission bandwidth to 648
MHz from 432 MHz previously. The increased transponder
capacity enabled your Company to increase its Standard
Defn|t|on channe| capac|ty to over 320 and H|gh Defn|t|on
capacity to over 30 which is substantially higher than
any competing DTH operator in both HD as well as SD
transmission. With the availability of additional capacity,
your Company is far ahead of the competition in respect
of satellite bandwidth for provision of additional channels
Particulars Year ended
March 31, 2012
Year ended
March 31, 2011
Sales & Services 19,578,236 14,365,518
Other Income 385,904 880,295
Total Income 19,964,140 15,245,813
Total Expenses 21,552,638 17,142,719
Proft/(|oss} before
Tax
(1,588,498) (1,896,906)
Provision for Taxation
(net)
- -
Proñt/(Loss| after
Tax
(1,588,498| (1,896,906|
Proft/(|oss} for the
Year
(1,588,498) (1,896,906)
Add: Balance brought
forward
(15,934,422) (14,037,516)
Amount available for
appropriations
(17,522,920) (15,934,422)
Appropriations :
Dividend Nil Nil
Tax on Dividend Nil Nil
General Reserve Nil Nil
Balance Carried
Forward
(17,522,920) (15,934,422)
9
and services to the subscribers. This will continue to be a
differentiator and game changer in the months to come.
During the year, your Company launched Niche channels
like Khana Khazana, Ten Golf, MTune – HD etc. Your
Company will continue to look for opportunities of similar
nature to be ahead of the competition and create value for
the Stakeholders.
The Digital Addressable Systems (DAS), a long awaited event
for the development and growth of the cable and satellite
sector, wh|ch has now been not|fed by the Government
to become applicable in four phases will push the industry
towards a new parad|gm beneft|ng a|| the Stakeho|ders of
the industry including the Broadcasters, Distributors, DTH
operators, the Government and above all – the Consumers.
The DTH industry is expected to grow faster and stronger in
the areas where DAS has been not|fed by the Government
because of brand equity, execution strength, understanding
of the consumer behavior, well established sales and
distribution outlets, value proposition to the consumer and
above all – best quality service at the door steps of the
customers.
The year under review also saw the emergence of
Advertisement sales as a new and growing revenue stream.
In this segment, your Company established its presence,
c|os|ng the fnanc|a| year at a net revenue of ` 15.68 crores
(FY 11 – 12), against last year’s revenue of ` 5.65 crores,
an |ncrease of 178%. The brand count of advert|sers on
D|sh Tv |ncreased by 279% w|th |ead|ng g|oba| brands /
organizations such as Microsoft, Pepsi, Coca-Cola, P&G,
HUL advertising on our platform. In fact, Dish TV was
the only DTH platform in India where Microsoft launched
its global Windows 7 campaign. The metrics based on
advertisers and broadcasters requirements include CPT
(cost per thousand), digital ratings and multiple case
studies – all showcasing Dish TV as THE new medium to
be present on.
Various innovations were experimented with, in this year
the advertiser sponsored Free to Subscriber MOD (which
saw an |ncrease of a|most 300% |n orders |n that per|od},
the advertiser sponsored Open-to-all MOD format (reaching
a|most 77% of our base}, defau|t boot up screen, banners
on the EPG, brand slugs on Buzz (the default landing
channel), Red bug innovations on Buzz & MOD channels,
sponsorship of free to subscriber and paid for by subscriber
by leading advertisers, making broadcasters the default
landing channel leading to an increase in digital ratings
and many more, which have all been established as case
studies to be monetized with more brands this year.
Your Company continued its efforts to bring value and
additional features in its services. Your Company launched
a H|gh Defn|t|on Set Top Box w|th D|g|ta| v|deo Recod|ng
facility with the facility of getting to record as much content
as a subscriber wishes to. The launch of HD - DVR was
a big stride in the direction of acquiring the largest HD
subscriber base.
With deep market understanding and a well crafted
consumer insight, entertainment as an interest was
immaculately matched to the emotion of Passion. For every
television lover, it is their endless passion for entertainment
which makes them demand more content, best technology
and superior experience. Some people go to any extent to
catch their favorite dose of entertainment and dishtv, as a
brand wants to target those thought leaders in the world of
entertainment and uniquely positioned the brand to stand
for Passion for entertainment i.e. Dish Sawaar Hai. With
a frst of |ts k|nd |n|t|at|ve |n the |ndustry, an a|| exc|us|ve
dishtv anthem communicates the passion and zeal of dishtv
to its consumers across segments that are practically run
by TV entertainment today. The brand is built around their
commitment to provide the most technologically advanced
products with the maximum content and excellent services
that refects the em|nence of not on|y the market |eader but
a set of people behind dishtv who are thought leaders in the
world of entertainment.
The key challenges in the future will be harnessing the
opportunities created out of DAS regime, containing the
cost of fund, steep taxation, satiate the ever increasing
appetite for new content.
SUBSIDIARY OPERATIONS
During the year under review, Essel Business Processes
Limited (earlier known as Integrated Subscriber
Management Services Limited) ceased to be a subsidiary of
your Company. For the purpose of enabling your Company
to have enhanced focus on its core DTH operations so that
it can expand customer base, raise revenue contributions
through product innovations and provisions of various
value added services, your Company divested its entire
shareholding in Essel Business Processes Limited on June
1, 2011. Accordingly, Essel Business Processes Limited
ceased to be a subsidiary of your Company from the date
of transfer.
10
Subsidiary in Singapore
Your Company, on the approval of the Board of Directors,
has incorporated a wholly owned subsidiary in Singapore
under the name and style of “Dish TV Singapore Pte. Ltd.”
The said Company is engaged in providing DTH related
service. The subsidiary company has been in operation
since November 2011.
The Ministry of Corporate Affairs, Government of India, has
allowed general exemption to Companies from complying
with Section 212 (8) of the Companies Act, 1956, provided
such compan|es pub||sh the aud|ted conso||dated fnanc|a|
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 Subsidiary of the
Oompany v|z. D|sh Tv S|ngapore Pte. |td., for the fnanc|a|
year ended March 31, 2012 are not being attached with the
Annua| Report of the Oompany and the spec|fed fnanc|a|
highlights of the said subsidiary company are disclosed in
the Annua| Report, as part of the Oonso||dated fnanc|a|
statements. The audited Annual Accounts and related
information of the subsidiary will be made available, upon
request and also be open for inspection at the Registered
Offce, by any Shareho|der.
As required by the Accounting Standard AS – 21 issued
by the Institute of Chartered Accountants of India and
||st|ng Agreement w|th the Stock exchange(s} the fnanc|a|
statements of the Oompany refect|ng the Oonso||dat|on
of the Accounts of its subsidiaries to the extent of equity
holding of the Company in these Companies are included
in this Annual Report.
Subsidiary in Sri Lanka
Your Company, on the approval of the Board of Directors,
formed a Joint Venture Company with Satnet (Private)
Limited, a DTH License holder in Sri Lanka, in the name
and style of Dish T V Lanka (Private) Limited in Sri Lanka in
Apr|| 2012. Your Oompany ho|ds 70% of the share cap|ta|
|n the sa|d Subs|d|ary Oompany and the ba|ance 30% |s
being held by Satnet (Private) Limited. The Management is
in the process of initiating the commercial operations of the
Subsidiary Company.
HOLDING COMPANY
Direct Media Distribution Ventures Private Limited (earlier
known as Dhaka Warriors Sports Private Limited), a
Company incorporated in India and being a part of
Promoter Group, held 515,916,648 fully paid up equity
shares (aggregat|ng to 48.51% of the pa|d up share cap|ta|}
of your Company and it acquired additional 28,975,000
fully paid up equity shares of the Company on December
26, 2011. Consequent to such acquisition, its aggregate
shareholding in the Company increased to 544,891,648
fu||y pa|d up equ|ty shares |.e. 51.19% of the pa|d up share
capital of the Company and thus Direct Media Distribution
Ventures Private Limited became the Holding Company of
your Company.
As on March 31, 2012, Direct Media Distribution Ventures
Private Limited holds 637,212,260 fully paid up equity
shares const|tut|ng 59.86% of the pa|d up share cap|ta| of
the Company.
SHARE CAPITAL
During the year, your Company issued and allotted 447,340
fully paid equity shares upon exercise of Stock Options by
the employees under the ‘ ESOP Scheme – 2007’ of the
Company.
During the Financial Year 2008-09, your Company had
come up with Rights Issue of 51,81,49,592 equity shares
of ` 1 each, issued at ` 22 per share (including premium of
` 21 per share), payable in three installments. Upon receipt
of va||d frst and second ca|| money, dur|ng the year under
review, the Company converted 307,331 equity shares
from ` 0.50 paid up to ` 0.75 paid up and 313,464 equity
shares from ` 0.75 paid up to fully paid up.
Pursuant to the issue of further shares under ESOP and
subsequent to conversion of partly paid shares, the paid up
capital of your Company during the year has increased from
` 1062,975,747 comprising of 1060,940,636 equity shares
of ` 1 each, fully paid up, 2,068,646 equity shares of ` 1
each - paid up ` 0.75 per share and 967,253 equity shares
of ` 1 each - paid up ` 0.50 per share to ` 1064,423,875
comprising of 1061,701,440 equity shares of ` 1 each, fully
paid up, 2,062,513 equity shares of ` 1 each - paid up `
0.75 per share and 659,922 equity shares of ` 1 each - paid
up ` 0.50 per share. As on March 31, 2012 the Company
has not received the valid Second call on 2,062,513 partly
pa|d shares and frst and second ca|| on 659,922 part|y pa|d
shares.
RIGHT ISSUE OF SHARES & UTILISATION OF
PROCEEDS THEREOF
Out of the total Right Issue size of ` 113,992.91 Lakhs,
your Company has received a sum of ` 113,722.32 Lakhs
11
your Company has received a sum of ` 113,722.32 Lakhs
towards the Share application and call money as at March
31, 2012, the details of which have been provided under
the preceding heading.
The utilization of Rights Issue proceeds are placed before
the Audit Committee on quarterly basis. The utilization is
du|y cert|fed by the Statutory Aud|tors on ha|f year|y &
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.
Your Board at its meeting held on May 28, 2009 approved
to make change in the manner of usage of right issue
proceeds. The manner of utilization of rights issue proceeds
as on March 31, 2012, is as under:
The Sixth Monitoring Report for half year period, July 2011
- December 2011 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, 2012, 117,035 GDRs have remained outstanding, the
underlying shares of which forms part of the existing paid
up capital of the Company.
The manner of utilization of GDR proceeds as on March 31,
2012, is as under:
EMPLOYEE STOCK OPTION SCHEME
In pursuance of the Securities and Exchange Board of India
(Employee Stock Option Scheme and Employee Stock
Purchase Scheme) Guidelines, 1999, your Board had
authorized the Remuneration Committee to administer and
implement the Company’s Employee Stock Option Scheme
(ESOP – 2007) including deciding and reviewing the eligibility
criteria for grant and / or issuance of stock options to the
eligible employees / directors under the Scheme. Further, in
view of the growing frequency of allotment of equity shares
pursuant to exercise of stock options by eligible employees
/ directors, your Board constituted an ESOP Allotment
Committee to consider, review and allot equity shares to the
eligible Employees / Directors exercising the stock options
under the Employee Stock Option Scheme (ESOP – 2007)
of the Company.
During the period under review, your Company allotted
447,340 fully paid equity shares upon exercise of the stock
options by eligible employee under the ESOP – 2007. During
the year, your Board approved the grant of 125,000 shares
to the eligible employees in pursuance to the ESOP – 2007.
Applicable disclosures relating to Employees Stock Options
as at March 31, 2012, pursuant to Clause 12 (Disclosure
in the Directors’ Report) of the SEBI (Employee Stock
Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999, are given as ‘ Annexure A’ to this Report.
A cert|fcate, as prescr|bed under O|ause 14 of the sa|d
Guidelines, obtained from Statutory Auditors shall be
available for inspection at the Annual General Meeting and
a copy of the same shall be available for inspection at the
reg|stered offce of the Company.
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
Operational Expenses 21,064.86
Less: Interest Earned (439.94)
Margin Money -
Bank Balances 20,633.77
Total 50084.55
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/ Operational
Expenses
19,407.28
Acquisition of Consumer Premises Equipment
(CPE) including leased CPE
26,000.00
Issue Expenses 544.52
Total 98,673.24
12
PUBLIC DEPOSITS AND LOANS / ADVANCES
During the year, your Company has not accepted any
Deposits under Section 58A and Section 58AA of the Act,
read with Companies (Acceptance of Deposits) Rules,
1975.
Pursuant to Clause 32 of the Listing Agreement, the
particulars of loans/ advances given to subsidiary have been
disclosed in the Annual Accounts of the Company.
CORPORATE GOVERNANCE
Your Company has in place the best governance practice
as laid down in Clause 49 of the Listing Agreement with the
Stock Exchanges. Your Company has documented internal
governance policies and put in place a formalized system
of Corporate Governance which sets outs 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 the Company.
Based on ‘ Corporate Governance Voluntary Guidelines
2009’ issued by the Ministry of Corporate Affairs in December
2009, your Board at its meeting held on July 20, 2011 has
constituted a Nomination Committee of your Board to inter-
alia evaluate the current process of nominating / appointing
Directors on the Board of your Company, formulating
guidelines for evaluation of candidature of individuals for
nominating and/ or appointing as a Director etc.
Your Company is in compliance of all mandatory
requirements regarding Corporate Governance as
stipulated under Clause 49 of the listing agreement with the
Stock Exchange(s). For the Financial Year ending 2012, the
Compliance Report is provided in the Corporate Governance
sect|on of the Annua| Report. A cert|fcate |ssued by the
Statutory Auditors of the Company on compliance of the
conditions of Corporate Governance stipulated in Clause
49 of the listing agreement with the Stock Exchange(s)
forms part of the Corporate Governance Report.
The report on Corporate Governance has been separately
provided in 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 the continuing
commitment by business to behave ethically and contribute
to economic development while improving the quality of life
of the workforce and their families as well as of the local
community and society at large. Your Company aims at
managing its business processes in such a way so as to
produce an overall positive impact on the society. CSR is
at the core of your Company’s vision and mission which
is achieved by focusing on the interest of the employees,
customers and shareholders of the Company and the
society at large.
As part of the Essel Group of Companies, your Company
has at a un|fed and centra||zed |eve|, put |n p|ace 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-sectar|an rat|ona| process of se|f-pur|fcat|on w|th
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, the Company did not pass any resolution
through postal ballot process prescribed under Section
192A of the Companies Act, 1956 read with Companies
(Postal Ballot) Rules, 2011.
DIRECTORS
In accordance with the provisions of Companies Act, 1956,
Mr. Arun Duggal and Dr. Pritam Singh, Directors, retire
by rotation at the ensuing Annual General Meeting of the
Company and being eligible, have offered themselves for
re-appointment. Your Board has recommended their re-
appointment in the overall interest of the Company.
Br|ef prof|e of the D|rectors proposed to be re-appo|nted,
has been included in the Report on Corporate Governance
forming part of the Annual Report.
AUDITORS
The Statutory Auditors M/ s B S R & Co., Chartered
Accountants, Gurgaon, having Firm Registration No.
13
101248W, ho|d offce unt|| the conc|us|on of the ensu|ng
Annual General Meeting and are eligible for re-appointment.
Your Oompany has rece|ved confrmat|on from the Aud|tors
to the effect that (i) their reappointment, if made would be
within the limits prescribed under Section 224(1B) of the
Oompan|es Act, 1956; (||} that they are not d|squa||fed for
reappointment within the meaning of Section 226 of the
sa|d Act and (|||} they have been prov|ded a va||d cert|fcate
from the Peer Review Board of the Institute of Chartered
Accountants of India.
AUDITORS’ REPORT
The report of the Statutory Auditor of the Company contains
qua||fcat|on statements.
The response of the Management to the comment of the
Statutory Auditor mentioned at serial number 5 (f) of the
Aud|t Report |s as fo||ows - The |ease renta| |s a fnanc|a|
transact|on based on cost of fund, taxat|on and cash fow
consideration. Depreciation is not directly linked with the
lease period but it is more to do with life of the set top
boxes, repair, maintenance and other service related
issues. However the Company has already put in place the
process of charging depreciation on Consumer Premises
Equipment in terms of the Accounting Standard 19 from
April 01, 2012.
The response of the Management to the comment of the
Statutory Auditor mentioned at serial number 5 (g) of the
Audit Report is as follows - The Company had received
a notice from Income Tax Department about the short
deduction of TDS on account of payment made to various
content prov|ders. We are frm|y of the op|n|on, on the
basis of various judicial pronouncements and legal advice
received, that we are not required to provide for such short
deduction.
The response of the Management to the comment of the
Statutory Auditor mentioned in Serial (viii) of the Annexure to
the Auditors’ Report is as follows - The relevant provisions
were made applicable to the Company in the current
fnanc|a| year and your Oompany |mmed|ate|y |n|t|ated steps
to develop and put in place infrastructure and process for
implementation of the same. The process of integration
of the records with SAP and the IT systems have been
completed. Further, though the Audit of Cost Records are
not mandatorily applicable for the Financial Year 2011 – 12,
your Company has proactively appointed M/ s Chandra
Wadhwa & Co., Cost Accountants as the Cost Auditor of
the Company for carrying out the said audit for the Financial
Year 2011-12 and issuance of necessary report.
The response of the Management to the comment of the
Statutory Auditor mentioned in Serial (ix) (a) of the Annexure
to the Auditors’ Report is as follows - The Entertainment
Tax is a state subject and in the year under review, some
additional states have imposed entertainment tax on
the DTH services. The Company has been proactive in
providing information and depositing taxes / levy / fee to
the Government Authorities within the prescribed time. The
delay in depositing the Entertainment tax has been due to
legal and procedural issues.
COST AUDIT
The Company has appointed M/ s Chandra Wadhwa & Co.,
Cost Accountants, as the Cost Auditor of the Company
for carrying out the Cost Audit for the Financial Year 2011-
12 and issuance of necessary report. The due date for
subm|ss|on of the Oost Aud|t Report for the fnanc|a| year
2011-12 is September 30, 2012.
CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNING AND
OUTGO
Your Company is in the business of providing Direct to
Home 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. 29, 30 and 31 to the notes to
the Accounts forming part of the Annual Accounts.
14
HUMAN RESOURCE MANAGEMENT
Human Resource Management continues to be the focus
area arising out of intense competition in the sector and
adoption of new technologies, contemporary practices and
cutting edge customer delivery system. This acts as one of
the differentiator in our customer satisfaction matrix vis-a-
vis the peer group and rising expectation of the subscribers.
During the year, various programmes were initiated to
upgrade the skill of the human resource of the Company.
The management of your Company aims at developing
such strategies that not only promise attraction of best
talent into the Company but also ensures their retention
by building trust and instilling devotion in them. Your Board
believes that employees are vital to the Company and
hence your Company aims to incorporate the planning &
control of manpower resource into the corporate level plans
so that all resources are used together in the best possible
comb|nat|on. Pay rev|s|ons and other benefts are des|gned
in such a way to compensate for good performance of the
employees of your Company.
The talent base of your Company has steadily increased and
your Company has created a favorable work environment
which encourages innovation and meritocracy.
The Company has also put in place a scalable recruitment
and human resource management process which ensures
retention of competent employees.
PARTICULARS OF EMPLOYEES
Your Board wishes to extend its appreciation to all the
employees of the Company for their exceptional 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
Oorporate Offce. None of the emp|oyees, except Mr.
Jawahar Lal Goel, listed in the said annexure are related to
any Director of the Company.
DIRECTORS’ RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217(2AA) of
the Companies Act, 1956, in relation to the Annual Financial
Statements for the Financial Year 2011-12, your Directors
confrm the fo||ow|ng:
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
fnanc|a| 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,
2012, and of the proft or |oss of the Oompany for the
year ended on that date;
c} Proper and suffc|ent 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.
ACKNOWLEDGEMENT
Your Board takes this opportunity to place on record
its appreciation for the dedication and commitment of
employees shown at all levels that has lead to the success
of your Company. Your Directors are obliged and express
gratitude to the continued support and assistance received
from the Central and State Governments, The Ministry of
Corporate Affairs (MCA), the Ministry of Information and
Broadcasting (MIB), the Department of Telecommunication
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.
For and on behalf of the Board
Jawahar Lal Goel B D Narang
Managing Director Director
Place: Noida
Date : 29 May 2012
15
Annexure ‘A’ to Directors’ Report
Statement as at March 31, 2012 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
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
3,073,050
184,500
30,000
589,200
160,900
201,250
837,050
125,000
` 75.20*
` 63.25*
` 37.55
` 47.65
` 41.45
` 57.90
` 58.95
` 93.20
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 numb er of Op tions Granted 5 , 2 0 0 , 9 5 0
D Total numb er of Op tions vested
(inc lud es op tion exerc ised )
1 , 3 9 4 , 0 3 6
E Op tions exerc ised 1 , 0 1 6 , 4 8 0
F the total numb er of shares
arising as a result of exerc ise of
op tions
1 , 0 1 6 , 4 8 0
G Total numb er of op tions lap sed 2 , 4 0 5 , 2 9 0
H Variation of terms of op tions Pursuant to ap p roval d ated August 2 8 , 2 0 0 8 of Remuneration Committee of the Board of
Direc tors and Sharehold ers, the op tions granted on August 2 1 , 2 0 0 7 and Ap ril 2 4 , 2 0 0 8 were
re- p ric ed at ` 3 7 . 5 5 p er op tion
I Money realized b y exerc ise of
op tions
` 3 9 , 7 6 2 , 9 5 0
J Total numb er of op tions in forc e 1 , 7 7 9 , 1 8 0
K Emp|oyee w|se deta||s of opt|ons granted (as on March 31, 2012|:
(|| Sen|or manager|a| personne|
Name Designation No. of Options Granted No. of Options outstanding
R C Venkateish CEO 563,400 563,400
Amitabh Kumar President - Technology 164,700 32,940
Rajiv Khattar President - Projects 167,950 33,590
Rajeev Kumar Dalmia CFO 171,100 34,220
Salil Kapoor COO 142,950 85,770
(||| Any other emp|oyee(s| who rece|ved a grant |n any one year of opt|on amount|ng to 5% or more of opt|on
granted during the year
Name Designation No. of Options granted
Sailaja Charan Pattnayak Deputy Vice President – Central Zone 40,000
Dilip Jayaram Vice President – Advertisement Sales 85,000
* Re-priced at ` 37.55 on August 28, 2008
16
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. 42 to the Standalone Financial
Statement
M Where the
Company has
calculated
the employee
compensation
cost using
the intrinsic
value of the
stock options,
the difference
between the
employee
compensa-
tion 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 profts and
on EPS of the
Company.
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
Expenses
accounted
for during the
period based
on intrinsic
value of the
options
- - - - - - - -
Additional
Expense had
the Company
recorded the
ESOP ex-
pense based
on fair value of
option (using
Black Scholes
method)
6,045,135 - 102,512 2,449,397 961,930 1,474,566 9,030,207 1,786,336
Impact on
profts and
EPS in case
of fair value
method was
employed for
accounting of
ESOP
EPS decrease by ` 0.02 per share
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
Weighted
– average
exercise
price (Pre re-
pricing) (` )
75.20 63.25 37.55 47.65 41.45 57.90 58.95 93.20
Weighted
– average
exercise
price (Post
re-pricing) (` )
37.55 37.55 37.55 47.65 41.45 57.90 58.95 93.20
Weighted –
average Fair
Value (Pre re-
pricing) (` )
40.45 - 23.87 30.61 26.64 36.57 37.54 55.32
Weighted –
average Fair
Value (Post
re-pricing) (` )
21.49 - 23.87 30.61 26.64 36.57 37.54 55.32
(|||} |dent|fed emp|oyees who were granted opt|ons, dur|ng
any year, equa| to or exceed|ng 1% of the |ssued cap|ta|
(excluding outstanding warrants and conversions) of the
Company at the time of grant
None
* Re-priced at ` 37.55 on August 28, 2008
17
ANNEXURE ‘A’ to Directors’ Report
O A descr|pt|on of the method and s|gn|fcant assumpt|ons used dur|ng the year to est|mate the fa|r va|ue of opt|ons, |nc|ud|ng 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
(i) risk-free interest rate
8.45% - 8.48% 6.36% 7.35% 7.89% 8.01% 8.23%
(ii) expected life (yrs.)
5 - 5 5 5 5 5 5
(iii) expected volatility
68.23% - 68.23% 73.47% 71.72% 64.89% 63.65% 60.68%
(iv) the price of the underlying share in
the market at the time of option grant
(` ); and
75.2* - 37.55 47.65 41.45 59.25 61.05 89.10
(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. Adjust-
ments 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
|s greater than one year, there |s cons|derab|e d|ffcu|ty |n est|mat|ng 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 B D Narang
Date : 29 May 2012 Managing Director Director
18
STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956 RELATING TO SUBSIDIARY
COMPANIES
1. Name of the Subsidiary Company Dish TV Singapore Pte. Limited
2. Financial year of the Subsidiary Company ended on 31-Mar-12
3. Holding Company’s interest 100%
4. Shares held by the Holding Company in the Subsidiary 1 Equity Share of 1 SGD fully ( ` 41) paid up
5. The net aggregate amount of proft / (|osses} of the Subs|d|ary
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, 2012 NIL
b) For the previous Financial Years of the Subsidiaries since it
became a Subsidiary
NIL
6. The net aggregate amount of proft / (|osses} of the Subs|d|ary
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, 2012 (2)
b) For the previous Financial Years of the Subsidiaries since it
became a Subsidiary
-
For and on behalf of the Board
Place : Noida Jawahar Lal Goel B D Narang
Date : 29 May 2012 Managing Director Director
Annexure to Directors’ Report
(` in lacs)
19
REPORT ON CORPORATE GOVERNANCE
Dish TV’s philosophy on Corporate Governance clearly envisages that Good Corporate Governance practices are sine qua
non for a sustainable business that aims at generating long term value for all its Stakeholders. Corporate Governance mainly
involves the establishment of structures and processes, with appropriate checks and balances that enable the Board, as
co||eg|an, to d|scharge the|r |ega| respons|b|||t|es |n a manner wh|ch |s benefc|a| to a|| Stakeho|ders. Your Oompany frm|y
believes that maintaining the highest standards of Corporate Governance is imperative in its pursuit of leadership in the
DTH Industry. Your Company strongly believes that Good Governance is a pre-requisite for establishing a relationship of
trust between the Company and its Stakeholders. Corporate Governance is a journey for constantly improving sustainable
value creation and maintaining an appropriate balance between the Stakeholders, the directors and the managers of the
Company. It is about how an organization is managed and operated. This includes its corporate structure, culture, policies
and the manner in which it deals with various Stakeholders.
Corporate Governance philosophy of Dish TV India Limited (Dish TV) stems from its belief that the Company’s business
strategy, plans and decisions should be consistent with the welfare of all its Stakeholders, including Shareholders,
Subscribers, Employees, etc. Your Company further believes that the quest for excellence in performance rests on
unf|nch|ng adherence to the core va|ues of |ntegr|ty, honesty, transparency and accountab|||ty |n a|| bus|ness transact|ons.
These beliefs are based on a rich legacy of fair and ethical business practices and steadfast commitment to uphold
professional integrity. Your Company believes that sound Corporate Governance is critical for enhancing and retaining
investor trust and your Company always seeks to ensure that its performance goals are met with integrity.
Your Company is committed to adopt best governance practices and its adherence in true spirits at all times. 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 |ts Manua|, the Oompany ensures that the Board of D|rectors are we|| |nformed and equ|pped to fu|f|| the|r overa||
responsibilities and to provide management with the strategic direction needed to generate long term shareholders value.
Effective Corporate Governance requires a clear understanding of the respective roles of the Board and the Senior
Management and their relationship with others in the corporate structure. With this understanding in mind, your Board
exercises its 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
va|ue for the ent|re spectrum of |ts Stakeho|ders |ead|ng to |ong term benefts to the soc|ety at |arge. Our d|sc|osures 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.
In accordance with the requirement of Stock Exchanges and as per Clause 49 of the Listing Agreement, the Compliance
Report on the Corporate Governance is as under:
BOARD OF DIRECTORS
Your Company believes that a dynamic, vigorous, well - informed and independent Board is necessary to ensure highest
standards of Corporate Governance. The composition of the Board of Directors of your Company is in conformity with
the provisions of the Listing Agreement and the Companies Act, 1956. The day-to-day management of the Company is
entrusted with the Key Management Personnel led by the Managing Director who operates under the superintendence,
direction and control of the Board. The Board reviews and approves strategy and oversees the actions and performance
of the management to ensure that the long-term objective of improving Stakeholders’ value is met.
The major|ty of your Board members, |.e. 5 (fve} out of 9 (n|ne}, are lndependent D|rectors and the Aud|t, Remunerat|on
and Selection Committees of the Board comprise of majority of Independent Directors.
B $PNQPTJUJPOPG#PBSE
Your Company has a balanced Board with combination of Executive and Non-Executive Directors, to ensure
independent functioning and the composition of the Board is in conformity with Clause 49 (I) (A) of the Listing
20
Agreement. The Board reviews and approves strategy and oversees the actions and performance of the
Management to ensure that the long-term objective of enhancing Stakeholder’s value is met. Independent Directors
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their being Independent as laid down in Clause 49 of the Listing Agreement.
Composition of the Board as at March 31, 2012
b| Board Membersh|p & Term:
The Non-Executive Directors are liable to retire by rotation and one third of the said Directors retire every year and
if eligible, offer themselves for re-appointment.
c| Board Meet|ngs and Procedures:
During the Financial Year 2011-12 under review, 5 (Five) meetings of the Board were held on - May 23, 2011, July
20, 2011, October 19, 2011, January 19, 2012 and March 27, 2012. The intervening period between the Board
Meetings were well within the maximum time gap prescribed under the Companies Act, 1956 and Clause 49 of
the Listing Agreement. The annual calendar of meetings is broadly determined at the beginning of each year. The
#PBSENFFUTBUMFBTUPODFBRVBSUFSUPSFWJFXUIFRVBSUFSMZQFSGPSNBODFBOEåOBODJBMSFTVMUTPGUIF$PNQBOZ
Particulars of Directors, their attendance at the Annual General Meeting and Board Meetings held during the Financial
Year 2011-12 and also their other directorships in Public Companies (excluding Private Limited Companies, Foreign
Companies and Section 25 Companies) and membership of other Board Committees as at March 31, 2012 are as
under:
*Alternate Director to Mr. Mintoo Bhandari
PD: Promoter Director NED: Non-Executive Director ED: Executive Director
ID: Independent Director ND: Nominee Director ALT: Alternate Director
Category of Directors No. of Directors % to Tota| No. of D|rectors
Exec utive Direc tor(s) 1 1 1
Non- Exec utive Ind ep end ent Direc tors 5 5 6
Other Non- Exec utive Direc tors 3 3 3
Total 9 100
Name of Director Category Attendance at: No. of Director-
ships of other
Public
Companies
No. of Memberships of
Board Committees**
Board Meetings
(Tota| F|ve Meet-
|ngs|
23rd AGM held
on August 30,
2011
As Member As
Chairman
Subhash Chandra PD, NED 3 No 5 - -
Jawahar Lal Goel PD, ED 5 Yes 5 1 -
Ashok Kurien PD,NED 3 Yes 1 2 2
Bhagwan Dass
Narang
NED,ID 5 Yes 9 6 4
Arun Duggal NED,ID 5 Yes 11 2 3
Pritam Singh (Dr.) NED,ID 2 No 4 2 1
Eric Zinterhofer NED,ID - No - - -
Lakshmi Chand NED,ID 5 Yes - - -
Mintoo Bhandari NED,ND 3 No 2 4 -
Sanjay H Patel ALT* - No - - -
21
**Committee Membership details do 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 alone has been considered.
The calendar of meetings is planned in advance for the whole year 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
g|v|ng appropr|ate not|ce to dea| w|th the bus|ness ex|genc|es/urgenc|es/spec|fc needs of the Oompany. Board
meet|ngs are genera||y he|d at the Oorporate Offce of the Oompany at No|da wh|ch are governed by a su|tab|y
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 meeting. Any 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. In special circumstances additional or supplementary items
are permitted to be taken up under ‘ any other item’ . To afford necessary insight into the working of the Company
and for d|scuss|ng corporate strateg|es, the Oh|ef Execut|ve Offcer and Oh|ef F|nanc|a| Offcer are |nv|ted to the
Meetings of the Board. In addition, the functional heads of various departments of the organization are also invited
at the meetings, as and when required, to present updates on their core areas. All information required to be placed
before the Board of Directors as per Clause 49 of the Listing Agreement, are considered and taken on record /
approved by the Board. The Board reviews Compliance Reports in respect of laws and regulations relevant to the
Company.
d| Br|ef Proñ|e of D|rectors of the Company, |nc|ud|ng those to be re-appo|nted at the ensu|ng Annua|
General Meeting:
1. Mr. Subhash Chandra, is Non-Executive Chairman of the Company and promoter of Essel Group of
Companies which 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 country`s frst sate|||te H|nd| channe| Zee Tv |n 1992 and |ater the frst pr|vate news channe|, Zee News. The
ZEE Network today has over 600 million viewers in 168 countries. His bouquet of businesses includes television
networks (ZEE & ZNL), a newspaper chain (DNA), cable systems (Wire and Wireless (India) Ltd.), Direct-to-
Home (Dish TV), Satellite Communications (Agrani and Procall), Theme parks (Essel World and Water Kingdom),
Online Gaming (Playwin), Education (Zee Learn), Flexible packaging (Essel Propack), Infrastructure development
(Essel Infraprojects Ltd.) 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. Chandra’s ventures are path-breaking in nature, be it the Essel Propack, which is the largest speciality
packag|ng company |n the wor|d; As|a`s |argest amusement park Esse| Wor|d; or the frst sate|||te te|ev|s|on |n
India (Zee TV).
Mr. Chandra has been recipient of numerous industry awards and civic honors including (a) Entrepreneur of the
Year (Ernst & Young) [1998]; (b) Businessman of the Year (Business Standard) [1999]; (c) Enterprising CEO of
the Year (International Brand Summit) [1999]; (d) Global Indian Entertainment Personality of the Year by 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. Ohandra has made h|s mark as an |nfuent|a| ph||anthrop|st |n lnd|a. He has set up TA|EEM (Transnat|ona|
Alternate Learning for Emancipation and Empowerment through Multimedia) to provide access to quality
22
education through distance and open learning. He is also the Chairman of the Ekal Vidyalaya Foundation of
India — a movement to eradicate illiteracy from rural and tribal India. The Foundation provides free education
to nearly 10,35,444 (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 Oompany, Mr. Ohandra ho|ds d|rectorsh|p |n fve (5} other lnd|an Pub||c ||m|ted Oompan|es v|z.
Zee Entertainment Enterprises Limited, Essel Infraprojects Limited, Essel Propack Limited, Wire and Wireless
(India) Limited and Zee News Limited.
Mr. Chandra does not hold any equity shares of the Company in his name as at March 31, 2012.
2. Mr. Jawahar Lal Goel, was appointed as the Managing Director of the 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 India’s most modern and advanced technological infrastructure.
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 India’s most modern and advanced technological infrastructure for the implementation
of Conditional Access System (CAS) and Direct To Home (DTH) services through Headend 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 to the consumers (TV viewers) enormously.
Apart from the Oompany, Mr. Goe| ho|ds d|rectorsh|p |n fve (5} other lnd|an Pub||c ||m|ted Oompan|es v|z.,
Chiripal Industries Ltd., Essel International Ltd., Essel Infraprojects Ltd., Rankay Investment and Trading
Company Ltd. and Zee-Turner Limited.
As on March 31, 2012, Mr. Goe| ho|ds 176,800 equ|ty shares compr|s|ng of 0.02% of the pa|d up cap|ta| |n the
Company.
3. Mr. Bhagwan Dass Narang, is an Independent Non-Executive Member of the Board. 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 Chairman of the Committee on Banking procedures set
up by lnd|an Banks Assoc|at|on for the year 1997-98, Oha|red a pane| on ser|ous fnanc|a| frauds appo|nted by
RBl, Oha|red a Pane| on fnanc|a| construct|on |ndustry appo|nted by lnd|an Banks Assoc|at|on(lBA}, appo|nted
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 IBA’s 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 nine (9) other Indian Public Limited Companies viz.,
Shivam Autotech Ltd., Afcon Infrastructure Ltd., VA Tech Wabag Ltd., Amar Ujala Publications Ltd., Revathi
Equipment Ltd., Karvy Stock Broking Ltd., DSE Financial Services Ltd., Lakshmi Precision Screws Ltd. and
Mayar Health Resorts Limited.
As on March 31, 2012, Mr. Narang ho|ds 3,000 equ|ty shares compr|s|ng of 0.00% of the pa|d up cap|ta| |n the
Company.
23
4. Mr. Ashok Kurien, is a Non-Executive member of the Board. Mr. Kurien has been in the business of building
brands for over 35 years, part|cu|ar|y |n the fe|ds of Med|a, Market|ng and Oommun|cat|ons. An ear|y b|rd, Mr.
Ashok Kurien has the keen eye of driving start-ups in emerging businesses and guiding them to size and scale,
such as TV, Lottery, PR and dot coms, where he both invested and mentored, which have been resounding
success stor|es. Mr. Ashok Kur|en`s Pass|on to 'go on h|s own` fred h|s amb|t|on, resu|t|ng |n the format|on of
Amb|ence Advert|s|ng |n 1987, one of the most form|dab|e creat|ve powerhouse |n |ts frst decade. Amb|ence
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 leads their mergers and acquisitions for India.
Mr. Ashok Kurien is a Founder-Promoter/ Director of Zee Entertainment Enterprises Limited (ZEEL), under the
leadership of Mr. Subhash Chandra. He is a Founder-Promoter/ Director and Strategic Marketing Advisor to
Dish TV and Playwin. He is a Founder-Promoter of India.com, the Joint Venture between ZEEL and Mail.com,
which he helped conceptualize and establish. He is also a Founder Partner of Hanmer & Partners, one of India’s
top-three Pub||c Re|at|ons agenc|es, He |s Founder Partner |n F|ora2000, one of the |ead|ng g|oba| on||ne fower
d|str|but|on serv|ces, as we|| as Rem|ndo, an Offce Emp|oyee Engagement Network.
Desp|te the he|ghts he has ach|eved |n h|s career, Mr. Kur|en has h|s feet frm|y rooted to the ground. He be||eves
in commitment to society and is involved with a number of charities, NGOs and social service organizations.
Apart from the Company, Mr. Kurien holds directorship in one (1) other Indian Pubic Limited Company viz., Zee
Entertainment Enterprises Ltd.
As on March 31, 2012, Mr. Kur|en ho|ds 1,174,150 equ|ty shares, compr|s|ng of 0.11% of pa|d up cap|ta| of the
Company.
5. Mr. Arun Duggal, is an Independent Non-Executive member of the Board. 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
compan|es and fnanc|a| |nst|tut|ons on F|nanc|a| Strategy, M&A and Oap|ta| Ra|s|ng. He |s a ÜS Nat|ona| and
Overseas Citizen of India.
Mr. Duggal is involved in several initiatives in social and education sectors. Mr. Duggal is Chairman of Bellwether
M|crofnance Fund, a soc|a| sector fund, wh|ch prov|des equ|ty cap|ta| to sma||er, prom|s|ng M|cro F|nance
organizations. He was erstwhile Chairman of the American Chamber of Commerce, India. He was 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
|nternat|ona| fnance and from 1981-1990 he was head of Bank of Amer|ca`s (o|| & gas} pract|ce hand||ng
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 America’s business in Japan, Australia and Korea. From 2001 to 2003
he was Oh|ef F|nanc|a| Offcer of HO| Techno|og|es, lnd|a.
. Apart from the Company, Mr. Duggal holds directorship in Eleven (11) other Indian Public Limited Companies
viz., Patni Computer Systems Ltd., Shriram EPC Ltd., Shriram City Union Finance Ltd., Shriram Transport
Finance Co. Ltd., Shriram Properties Ltd., Shriram Capital Ltd., Info Edge (India) Ltd., Adani Ports and Special
Economic Zone Limited, Educomp School Management Limited, Zuari Holdings Limited and Zuari Industries
Ltd.
As on March 31, 2012, Mr. Duggal does not hold any shares in the Company.
24
6. Pr|tam S|ngh (Dr.|, is an Independent Non-Executive member of the Board. Dr. Singh is an M.Com (BHU),
MBA (USA), Ph.D. (BHU) and author of seven academically reputed books and published over 50 research
papers. Dr. Pritam Singh is one of the pioneers of management education in India who has devoted his life to
the development of management education in India and abroad. Dr. Singh received the “Padam Shri” award
|n 2003 for h|s contr|but|ons |n th|s fe|d. He |n|t|ated a number of soc|a| projects focus|ng on Hea|thcare,
Education, Water Management and Road Building for the surrounding community to improve the quality of life.
Owing to his contributions towards building intellectual capital at Administrative Staff College and refocusing of
IIM Bangalore as a truly integrated management school, he is branded as a Change Master par excellence and
a Renaissance leader.
Dr. Singh holds directorship in four (4) other Indian Public Limited Companies viz., Hero Motocorp Limited,
Parsvnath Developers Ltd., Godrej Properties Ltd. and Dena Bank Ltd.
As on March 31, 2012, Dr. Singh does not hold any shares in the Company.
7. Mr. Eric Louis Zinterhofer, is an Independent Non-Executive member of the Board. Prior to co-founding
Searchlight Capital Partners, L.P. in 2010, Eric was a senior partner at Apollo Management, L.P. (“Apollo”) which
he jo|ned |n 1998. ln the |ast fve years, Mr. Z|nterhofer served on the Board of D|rectors of Affn|on 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. and Hunter Boot Limited. 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 from the Harvard Business
School.
Mr. Zinterhofer does not hold directorship in any other Indian Public Limited Companies.
As on March 31, 2012, Mr. Zinterhofer does not hold any shares in the Company.
8. Mr. Lakshmi Chand, is an Independent Non-Executive Director on the Board of the 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 I.A.S. in 1969 in UP cadre. 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 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
Oomm|ss|on for Denot|fed, Nomad|c & Sem|-Nomad|c Tr|bes as Member Secretary for 2 ½ years. He ho|ds
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, 2012, Mr. Lakshmi Chand does not hold any shares in the Company.
9. Mr. Mintoo Bhandari, is a Non – Executive Nominee Director of Apollo India Private Equity II (Mauritius) Limited
on the Board of the Company with effect from October 27, 2010. Prior to that he was on the Board of the
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.
25
Mr. Bhandari is the Managing Director of AGM India Advisors Private Ltd., 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, 2012, Mr. Bhandari does not hold any shares in the Company.
10. Mr. Sanjay Hiralal Patel, is an Alternate Director to Mr. Mintoo Bhandari on the Board of the Company with
effect from October 27, 2010 to December 16, 2010 and then with effect from March 25, 2011. Mr. Patel is
Managing Partner and Head of International Private Equity at Apollo Management International, resident in
the |ondon offce. He jo|ned Apo||o |n March 2010 and s|ts on the Sen|or Management Oomm|ttee. He was
previously a partner at Goldman Sachs where he was co-head of European and Indian Private Equity for the
Principal Investment Area (PIA).
Mr. Patel was also a member of Goldman Sachs Partnership Committee and also a member of the Investment
Committee of the Goldman Sachs Foundation. Mr. Patel started his career at Goldman Sachs in 1983 and
spent seventeen years in PIA in New York and London. He also served as President of Greenwich Street
Capital from 1998 to 2003. Mr. Patel serves on the Boards of Brit Insurance N.V., Countrywide Holdings Ltd. He
is a Trustee of the American School in London and the Private Equity Foundation in the UK. He also serves on
the Board of Overseers’ Committee on University Resources for Harvard College and the Executive Committee
of the Harvard College Fund.
Mr. Patel received an engineering degree, magna cum laude, from Harvard College and received his MBA from
Stanford University. He was educated at Eton College in the U.K., where he was a King’s Scholar.
Mr. Patel does not hold directorship in any other Indian Public Limited Company.
As on March 31, 2012, Mr. Patel does not hold any shares in the Company.
F $PEFPG$POEVDU
In conformity with the Clause 49 of the Listing Agreement, the Company has adopted a Code of Conduct for the
Board and the Sen|or Management of the Oompany. The Board and Sen|or Management Personne| annua||y affrm
the compliance of such Code of Conduct. The Code has also been posted on Company’s website viz. www.dishtv.in.
A|| the members of the Board and the Sen|or Management have affrmed comp||ance to the sa|d Oode of Oonduct
during the Financial Year ended March 31, 2012. A declaration signed by the Managing Director of the Company as
per the ||st|ng Agreement affrm|ng comp||ance w|th the code of conduct by the members of the Board and Sen|or
Management personnel is given below:
26
BOARD COMMITTEES
Your Board has const|tuted var|ous Board and Execut|ve Management Oomm|ttees |n order to fac|||tate smooth fow of
day-to-day business of the Company. 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| Aud|t Comm|ttee
Composition: The composition of the Audit Committee of the Board is in compliance of the Section 292A of
the Companies Act, 1956, and Clause 49 of the Listing Agreement with the Stock Exchanges. It consists of 5
(Five) members as on March 31, 2012, three of whom are Independent Directors, with Mr. B D Narang, a Non-
Execut|ve lndependent D|rector, as |ts Oha|rman. A|| members of the Oomm|ttee are fnanc|a||y ||terate and possess
account|ng and re|ated fnanc|a| management expert|se.
As on March 31, 2012, the Audit Committee comprised of the following members:
Primary Objective: The Primary objective of the Audit Committee of the Company is to assist the Board in effective
superv|s|on of the fnanc|a| report|ng processes to ensure proper d|sc|osure of fnanc|a| statements and report|ng
practices of your Company and its credibility and compliance with the Accounting Standards, Stock Exchanges and
other |ega| and regu|atory requ|rements. lts key purpose |s to ana|yze the management fnanc|a| report|ng process
|n order to ensure spec|fc, t|me|y and proper d|sc|osure and transparency, |ntegr|ty and qua||ty of fnanc|a| report|ng.
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:
º Oversee|ng of Oompany`s fnanc|a| report|ng process and d|sc|osure of |ts fnanc|a| |nformat|on;
º Rev|ew w|th the management, quarter|y and annua| fnanc|a| statements;
º Rev|ew of Re|ated Party Transact|ons;
Dec|arat|on pursuant to C|ause 49 I (D| (||| of the L|st|ng Agreement
l confrm that the Oompany has obta|ned from a|| D|rectors and Sen|or Management personne| of the Oompany the|r affrmat|on 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, 2012.
Jawahar Lal Goel
Managing Director
Noida, May 29, 2012
Name of the Director Designation Category Date of the Appointment
B.D. Narang Chairman Non-Executive Independent January 6, 2007
Arun Duggal Member Non-Executive Independent January 6, 2007
Pritam Singh (Dr.) Member Non-Executive Independent April 27, 2007
Ashok Kurien Member Non-Executive - Promoter February 1, 2009
Mintoo Bhandari Member Non-Executive - Nominee October 27, 2010
27
º Rev|ew of Oompany`s fnanc|a| and r|sk management po||c|es;
º Rev|ew w|th the management, Statutory and lnterna| Aud|tors, adequacy of |nterna| contro| systems;
º Rev|ew of fnanc|a| statements, |nvestment, m|nutes and re|ated party transact|ons of Subs|d|ary Oompany;
º Recommend to the Board the appo|ntment, re-appo|ntment and remova| of the Statutory Aud|tor and Oh|ef
lnterna| Aud|tor, Oost Aud|tor and fxat|on of the|r remunerat|on;
º D|scuss|on w|th Statutory Aud|tors about the nature and scope of aud|t as we|| as post aud|t d|scuss|on to
ascertain any area of concern and internal control weaknesses observed by the Statutory Auditors;
º Rev|ew|ng w|th the Management, the Annua| F|nanc|a| Statements before subm|ss|on to the Board |n re|at|on
to items to be included for compliance of Section 217(2AA) of the Companies Act, 1956, compliance with
||st|ng and other requ|rements and qua||fcat|ons |n the Draft Aud|t Report, |f any;
º D|scuss|on of lnterna| Aud|t Reports w|th lnterna| Aud|tors and s|gn|fcant fnd|ngs and fo||ow up thereon and
in particular internal control weaknesses and reviewing the adequacy of internal audit function; and
º Rev|ew the funct|on|ng of the Wh|st|e B|ower Mechan|sm.
Aud|t Oomm|ttee meet|ngs are genera||y attended by the Manag|ng D|rector, Oh|ef Execut|ve Offcer, Oh|ef F|nanc|a|
Offcer and representat|ve of Statutory Aud|tors of the Oompany. lnterna| Aud|tors attends Aud|t Oomm|ttee Meet|ngs
wherein the Internal Audit reports are considered by the Committee. 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 2011-12. The Company’s
system of |nterna| contro|s cover|ng a|| departments |nc|ud|ng fnanc|a|, operat|ona|, comp||ance, lT, HR, Serv|ce,
etc., are reviewed by the Internal Auditors from time to time. Presentations are also made by the Auditors before the
Audit Committee on quarterly basis covering the Audit areas covered.
Your Company’s Audit Committee inter-alia, reviews the adequacy of internal audit function, the internal audit
reports and reviews the internal control weaknesses. The Audit Committee is provided necessary assistance and
|nformat|on to render |ts funct|on effc|ent|y.
Audit Committee Meetings
During the Financial year 2011-12, the Committee met six (6) times i.e. on May 2, 2011, May 23, 2011, July 20,
2011, October 19, 2011, January 19, 2012 and March 27, 2012.
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 Tota|
B.D. Narang 6 6 100 Y
Arun Duggal 6 5 83 Y
Pritam Singh (Dr.) 6 2 33 N
Ashok Kurien 6 3 50 Y
Mintoo Bhandari 6 3 50 N
28
Mr. B.D. Narang, Chairman of the Audit Committee was present at the Annual General Meeting of the Company
held on August 30, 2011, to answer the Shareholder queries.
b| Remunerat|on Comm|ttee
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.
The Composition of the Remuneration Committee as on March 31, 2012 is as under:
Terms of Reference: The Committee has the mandate to inter-alia, review the overall compensation policy, service
agreements and other employment conditions of Senior Management and Executive Director(s). 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
compensat|on |s we|| w|th|n the overa|| ||m|t spec|fed by the Oompan|es Act, 1956, subject to the approva| 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, two (2) Remuneration Committee Meetings were held on the following dates - May
23, 2011 and July 20, 2011.
Attendance at Remuneration Committee Meetings:
Remunerat|on Oomm|ttee Meet|ngs are genera||y attended by the Manag|ng D|rector and Oh|ef F|nanc|a| Offcer of
the Company also.
Remuneration paid to the Managing Director during the year:
* The above remuneration includes payment of the permitted Leave Travel Allowance of ` 337,097/ - which pertains
to the prev|ous fnanc|a| year.
Name of the Director Designation Date of the Appointment
B.D. Narang Chairman January 6, 2007
Arun Duggal Member January 6, 2007
Pritam Singh (Dr.) Member April 27, 2007
Names of the Committee Members Meeting Details
Held during the tenure
of Director
Attended % of Tota|
B.D. Narang 2 2 100
Arun Duggal 2 2 100
Pritam Singh (Dr.) 2 1 50
Name Position Remunerat|on (`|
Salary and Allowances
Employer’s Contribution
to Prov|dent Fund (`|
Jawahar Lal Goel Managing Director 7,868,297* 388,800
29
Mr. Jawahar Lal Goel, Managing Director of the Company had been re-appointed w.e.f January 6, 2010 for period
of 3 years in terms of resolution passed by the shareholders at the 21
st
AGM held on August 3, 2009. The said re-
appointment and terms thereof has been approved by the Ministry of Corporate Affairs, Government of India, vide
their approval letter dated July 23, 2010 and his term as Managing Director of the Company shall expire on January
5, 2013.
Remuneration to Non-Executive Directors
During the Financial Year 2011-12, 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, which is within the permissible limits prescribed
by Section 310 of the Companies Act, 1956, read with Rule 10B Central Government (General Rules and Forms)
1956.
Particulars of Sitting Fee paid to Non-Executive Directors of the Company for Financial Year 2011-12 are as under:
Besides the above stated sitting fees, 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) on August 28, 2008 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.
Particulars of Stock Options Granted to the Non-Executive Directors and exercised / outstanding as at March 31,
2012 is as under:
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.
S. No. Name of Director 4JUUJOH'FFT`
1 Subhash Chandra 60,000
2 B D Narang 2,35,000
3 Ashok Kurien 1,65,000
4 Arun Duggal 2,05,000
5 Pritam Singh (Dr.) 85,000
6 Eric Zinterhofer Nil
7 Lakshmi Chand 1,90,000
8 Mintoo Bhandari 1,20,000
9 Sanjay Hiralal Patel Nil
Name of the Directors Category No. of Options Granted Options Vested Options Exercised
B. D. Narang Non-Executive Independent 7500 4500 3000
Pritam Singh (Dr.) Non-Executive Independent 7500 4500 -
Arun Duggal Non-Executive Independent 7500 4500 -
Eric Zinterhofer Non-Executive Independent 7500 4500 -
30
c| Se|ect|on Comm|ttee
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 on 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 w|th D|rector`s Re|at|ves (Offce or P|ace of Proft} Amendment Ru|es, 2011 to eva|uate the process of se|ect|ng
and appo|nt|ng a D|rector or a re|at|ve of D|rector to ho|d any offce or p|ace of proft |n the Oompany wh|ch carr|es
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 July 20,
2011, to consider and approve an appointment under Section 314 (1B) of the Companies Act, 1956.
d| Share Transfer and Investors Gr|evance Comm|ttee
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 Members. The
Company Secretary is the Secretary to the Committee.
The pr|mary ro|e of the Oomm|ttee |s to bu||d |nvestor re|at|ons, by superv|s|ng and ensur|ng effc|ent and jud|c|ous
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,
demater|a||zat|on, sp||t of shares, conso||dat|on, etc. of shares of the Oompany to the offc|a|s of the secretar|a|
department.
Mr. Ranj|t S|ngh, Oompany Secretary |s the Oomp||ance Offcer of the Oompany.
Meeting and attendance during the year: During the period under review, Share Transfer and Investors
Grievance Committee met on July 20, 2011, October 19, 2011 and March 27, 2012. The meetings were attended
by all the members of the Committee.
Deta||s of number of requests/comp|a|nts rece|ved and reso|ved dur|ng the year ended March 31, 2012,
are as under:
e| Budget Comm|ttee
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 Company’s Annual Budget, and
to review, ratify and approve variation(s) in any particular revenue budgeted line item from the approved budget for
Nature of Correspondence Received Rep||ed/Reso|ved Pending
Non receipt of Shares
Non receipt of Annual Report
Non receipt of Dividend Payment
Non receipt of Fractional Payment
Non rece|pt of confrmat|on on Oa|| Money
Complaint lodged with SEBI
Complaint lodged with ROC
Complaint lodged with NSE/ BSE
0
5
3
0
0
1
1
1
0
5
3
0
0
1
1
1
-
-
-
-
-
-
-
-
Total 11 11 Nil
31
that part|cu|ar |tem. The Oompany Secretary |s the Secretary to the Oomm|ttee and the Oh|ef F|nanc|a| Offcer 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 27, 2012. The meeting was attended by all the members.
(f| ESOP A||otment Comm|ttee
Composition: The ESOP Allotment Committee was constituted on October 26, 2010 and comprises of Mr.
Jawahar Lal Goel, Managing Director, Mr. Ashok Kurien, Non–Executive 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 of your
Company.
Mr. Ranjit Singh, Company Secretary of the Company acts as Secretary to the Committee.
Dur|ng the year fve (5} ESOP A||otment Oomm|ttee Meet|ngs were he|d on Apr|| 29, 2011, June 6, 2011, Ju|y 6,
2011, August 23, 2011 and November 28, 2011.
Attendance at ESOP Allotment Committee Meetings
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
fnanc|ng fac|||t|es offered and/or sanct|oned to the Oompany by var|ous Banks and/or lnd|an F|nanc|a|
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. 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.
3. 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.
4. Nomination Committee: 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, the Board has constituted a
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.
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
Names of the
Committee Members
Meeting Details
Held during the tenure of
Director
Attended % of Tota|
Jawahar Lal Goel 5 5 100
Lakshmi Chand 5 5 100
Ashok Kurien 5 0 0
32
meetings held after previous Board Meeting are circulated to the Board members along with agenda papers and
are placed for record by the Board at its Meeting.
RELATIONSHIP BETWEEN DIRECTORS INTER-SE
Mr. Subhash Chandra, Non-Executive Director and Chairman 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. Arun Duggal and Dr.Pritam Singh, Directors of the Company, retire at the ensuing Annual General Meeting
and being eligible, have offered their re-appointment as Directors of the Company. Your Board has recommended the re-
appointment of these retiring Directors.
AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE
As enunc|ated by O|ause 49 of the ||st|ng Agreement, the Statutory Aud|tors` Oert|fcate |s annexed to th|s Annua| Report.
$&0$'0$&35*'*$"5*0/
ln terms of the prov|s|ons of O|ause 49 (v} of the ||st|ng Agreement w|th the Stock Exchanges, the OEO/OFO cert|fcat|on
is annexed to this Annual Report.
GENERAL MEETINGS
The 24
th
Annual General Meeting of the Company for the Financial Year 2011-12 will be held at 11:00 A.M. on Thursday,
August 9, 2012 at NCUI Auditorium, 3, Siri Institutional Area, August Kranti Marg, New Delhi – 110 016.
Details of Annual General Meetings held during last 3 years are as follows:
Financial year Ended Date & Time Venue Special Resolution Passed
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. Sub-
hash Chandra, Chairman, to hold
an offce or p|ace of proft as 'Zona|
Head – Delhi Zone’ of the Company
March 31, 2010 Thursday, December 16,
2010, 1130 Hrs
Seven Seas, B-28, Ring
Road, Lawrence Road In-
dustrial Area, Delhi -110 035
Appointment of Mr. Gaurav Goel,
to ho|d an offce or p|ace of prof-
it 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 cre-
ation of mortgage and / or charge on
all or any of Company’s immovable
and / or movable assets, both pres-
ent and future, pursuant to Section
293(1)(a) of the Companies Act, 1956.
33
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.
DISCLOSURES:
(a| Bas|s of Re|ated Party Transact|ons:
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 arm’s length basis are required to be placed
before the Audit Committee.
5IFSF BSF OP NBUFSJBMMZ TJHOJåDBOU 3FMBUFE 1BSUZ 5SBOTBDUJPOT JF USBOTBDUJPOT NBUFSJBM JO OBUVSF CFUXFFO UIF
$PNQBOZ BOE JUT 1SPNPUFST %JSFDUPST PS .BOBHFNFOU PS UIFJS SFMBUJWFT FUD IBWJOH BOZ QPUFOUJBM DPOæJDU XJUI
interests of the Company at large. The Company places all the relevant details before the Audit Committee and the
Board on Quarterly and Annual Basis.
(b| R|sk Management
The Company shall put in place procedures and guidelines for risk assessment and minimization for information
of the Board Members. Such procedures need and shall be periodically reviewed in light of industry dynamics to
FOTVSFUIBUFYFDVUJWFNBOBHFNFOUDPOUSPMTSJTLUISPVHINFBOTPGBQSPQFSMZEFåOFEGSBNFXPSL
The Company has a comprehensive risk management policy and the same is periodically reviewed by the Board
of Directors. The Risk Management and Internal Control is discussed in detail in the Management Discussion and
Analysis that forms a part of this Annual Report.
(c| Proceeds from pub||c |ssues, r|ghts |ssues, preferent|a| |ssues etc.
In terms of Clause 49 IV (D) of the Listing Agreement with the Stock Exchanges, if the Company raises any Capital
during the year, then it should disclose to the Audit Committee, the uses / applications of funds on a quarterly basis
BTBQBSUPGUIFJSRVBSUFSMZEFDMBSBUJPOPGåOBODJBMSFTVMUT'VSUIFSPOBOBOOVBMCBTJTUIF$PNQBOZTIBMMQSFQBSF
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.
5IJTTUBUFNFOUTIBMMCFDFSUJåFECZUIF4UBUVUPSZ"VEJUPSTPGUIF$PNQBOZ'VSUIFSNPSFXIFSFUIF$PNQBOZIBT
appointed a Monitoring Agency to monitor the utilization of proceeds, it shall place before the Audit Committee the
Monitoring Report of such agency.
March 31, 2009 Monday, August 3, 2009
1130 Hrs
NCUI Auditorium, 3, Siri
Institutional Area, August
Kranti Marg, New Delhi –
110 016
Re-Appointment of Mr. Jawa-
har Lal Goel as Managing Direc-
tor for a period of three years;
Fund raising in the form of any
security(ies), convertible into eq-
uity shares and / or equity linked
securities, upto maximum of the
equivalent of USD 200 Million;
Alteration of Articles of Association of
the Company by insertion of a new ar-
ticle 3A to enable the Company to is-
sue inter-alia any Depository Receipts.
34
As per the disclosure requirements, the utilization of Rights Issue proceeds is placed before the Board and Audit
Oomm|ttee on quarter|y and annua| bas|s. The ut|||zat|on |s du|y cert|fed by the Statutory Aud|tors on ha|f year|y
& annual basis. The Monitoring Report received from the Monitoring Agency for period July to December 2011
containing the deviation from the original proposed expenditure plan but in accordance with the revised plan as
approved by the Board, was recorded by the Audit 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| Deta||s of non-comp||ance by the Company, pena|t|es, str|ctures |mposed 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| Wh|st|e B|ower po||cy
Your 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 in terms of the said policy no
personnel has been denied access to the Audit Committee.
(f| Aud|t Qua||ñcat|on
Management responses on the Aud|t qua||fcat|ons have been du|y prov|ded |n the D|rectors` Report.
COMPLIANCE WITH NON-MANDATORY REQUIREMENTS
The Oompany confrms that |t has comp||ed w|th a|| mandatory requ|rements of O|ause 49 of the ||st|ng 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 to recommend/ review overall
compensation policy, service agreements and other employment conditions of Senior Management and Executive
Director(s).
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 the fraud whether actual or suspected, unethical behavior, malpractice
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. This mechanism has been appropriately communicated within the
organization.
MEANS OF COMMUNICATION
The Oompany had t|me|y and w|thout de|ay reported every s|gn|fcant |nformat|on re|evant to the Oompany |nc|ud|ng
dec|arat|on of quarter|y fnanc|a| resu|ts, press re|eases, etc. to the Stock Exchanges where the secur|t|es of the Oompany
are listed. Such information has also been simultaneously displayed in the Investor Info section on the Company’s 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.
35
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corporate website, www.dishtv.in. Further, the Company ensures that the hard copies of the said disclosures and
DPSSFTQPOEFODFTBSFUJNFMZåMFEXJUIUIF4UPDL&YDIBOHFT
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, 2012, 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
PG$PSQPSBUF(PWFSOBODF*UJTOFJUIFSBOBVEJUOPSBOFYQSFTTJPOPGPQJOJPOPOUIFåOBODJBMTUBUFNFOUTPGUIF$PNQBOZ
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.
8FGVSUIFSTUBUFUIBUTVDIDPNQMJBODFJTOFJUIFSBOBTTVSBODFBTUPUIFGVUVSFWJBCJMJUZPGUIF$PNQBOZOPSFGåDJFODZPS
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. 90075
Place: Gurgaon
Date: 29 May 2012
36
Shareholders’ Information
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
B. Financial Year : 2011-12
C. Reg|stered Ofñce:
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 Re|at|ons Ofñcer: 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:
ISIN at NSDL / CDSL: INE 836 F 01026 (Equ|ty shares of ` 1 each, fu||y pa|d up|
F. GDRs Details
Dur|ng the fnanc|a| year 2009-10, G|oba| Depos|tory Rece|pt (GDR} Offer of the Oompany 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.
Date : Thursday, August 9, 2012
Venue : NCUI Auditorium, 3, Siri Institutional Area, August Kranti Marg,
New Delhi – 110 016
Time : 11:00 A.M.
Last date of receipt of Proxy Form : Tuesday, August 7, 2012
(Before 11:00 A.M. at the Reg|stered Offce of the Oompany}
Book Closure : Monday, July 9, 2012 to Wednesday, July 11, 2012
(both days inclusive)
Name of the Stock Exchanges Stock Code / Symbo|
(Fu||y Pa|d 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
The Bombay Stock Exchange Limited (BSE)
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 023
532839
37
The detail of the GDRs and listing thereof is as under:
Market Data relating to GDRs Listed on Luxembourge Stock Exchange:
G. Corporate Ident|ty Number (CIN| : L51909DL1988PLC101836
H. Registrar & Share Transfer Agent:
Sharepro Serv|ces (Ind|a| 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]
Listed at Societe DE LA Bourse De Luxembourg
Société 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 / Trad|ng Code US25471A1043
Common Code 045051439
Payment of Fee Annual Service fee for the calendar year 2012 has been paid
by the Company
(ñgures |n USD|
Month Month|y C|os|ng (Max|mum| Month|y C|os|ng (M|n|mum| Average
April 2011 1589.50 1494.50 1536.20
May 2011 1739.35 1475.50 1558.09
June 2011 1985.05 1715.55 1840.47
July 2011 2094.60 1897.90 1988.54
August 2011 1952.15 1566.30 1800.94
September 2011 1764.30 1526.85 1628.81
October 2011 1635.10 1472.15 1552.95
November 2011 1553.95 1152.80 1345.38
December 2011 1336.85 1110.05 1194.35
January 2012 1283.15 1086.20 1190.55
February 2012 1425.25 1085.75 1286.72
March 2012 1255.70 1048.35 1118.02
38
I. Listing Fee
Company has paid listing fees upto March 31, 2013 to the National Stock Exchange of India Ltd. (“NSE”) and
Bombay Stock Exchange 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 Company’s
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).
The MCA vide Circular Nos. 17/ 2011 and 18/ 2011 dated April 21, 2011 and April 29, 2011, respectively (the said
O|rcu|ars} has c|ar|fed that a company w||| be deemed to have comp||ed w|th the prov|s|ons of Sect|on 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 2010-11, 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
Not|ce and Annua| Report for the fnanc|a| year 2011-12 |n e|ectron|c form to the members whose e-ma|| 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 email address with their DP yet and
members holding shares in physical form are requested to register their email address with their DP / Company, as
the case may be.
Members who have registered their email address with their DP/ the Company but wish to receive the said documents
in physical form are requested to write to [email protected], duly quoting their DP I.D. and Client I.D. / 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.
K. Shareholders’ Correspondence
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 Shareho|der |s not sat|sfed w|th the response or do not get any response w|th|n reasonab|e per|od, they may
approach the lnvestor Re|at|ons Offcer at the address g|ven above.
L. Share Transfer System
Equity Shares sent for physical transfer or for dematerialisation are generally 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 and Investors Grievance Committee has delegated the power for transfer etc.,
of the shares to the Oomp||ance Offcer of the Oompany who cons|der the transfer proposa|s genera||y on a fortn|ght|y
bas|s. SEBl v|de |ts O|rcu|ar No. MRD/DoP/O|r-05/2009 dated May 20, 2009 c|ar|fed that for secur|t|es 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 requ|rement |n O|ause 47(c} of the ||st|ng Agreement, cert|fcate on ha|f year|y bas|s confrm|ng 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.
M. 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:
39
The voting rights on the shares outstanding in the Suspense Account as on March 31, 2012 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.
N. 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:
º 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.
º 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.
º 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.
º 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
ho|d|ng shou|d be obta|ned from the concerned DP and ho|d|ng shou|d be ver|fed.
º $POæEFOUJBMJUZPG4FDVSJUZ%FUBJMT
Do not disclose your Folio No. / DP I.D. / Client I.D. to an unknown person. Do not hand-over signed blank
transfer deeds / delivery instruction slip to any unknown person.
O. 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 agreements 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, 2012, 99.9% of the equ|ty shares of the Oompany are |n the demater|a||zed form. Ent|re Shareho|d|ng
of the Promoters in the Company are held in dematerialized form.
P. Custodial Fees to Depositories:
The Company has paid custodial fees for the year 2012-13 to National Securities Depository Limited (NSDL) and
Central Depository Services (India) Limited (CDSL).
Description Number of Shareholders Number of Equity Shares
Aggregate number of Shareholders and the outstanding shares in
the Suspense Account as at April 1, 2011
134 75591
Number of Shareholders who approached the Company for
transfer of shares from Suspense Account till March 31, 2012
- -
Number of Shareholders to whom shares were transferred from
the Suspense Account till March 31, 2012
- -
Aggregate number of Shareholders and the outstanding shares in
the Suspense Account lying as on March 31, 2012
134 75591
40
Q. Stock Market Data Re|at|ng to Shares L|sted |n Ind|a
a) The monthly high and low prices and volumes of Company’s shares traded on Bombay Stock Exchange and National
Stock Exchange for the period April 2011 to March 2012 are as under:
Fully Paid Equity Shares
b) Relative Performance of Dish TV India Limited Shares (fully paid) Vs. BSE Sensex & Nifty Index
0.00
10.00
20.00
30.00
40.00
50.00
60.00
70.00
80.00
90.00
100.00
0.00
1000.00
2000.00
3000.00
4000.00
5000.00
6000.00
7000.00
C
L
O
S
I
N
G
P
R
I
C
E
C
L
O
S
I
N
G
N
I
F
T
Y
M ONTH
DISHTVINDIALIM ITED
CLOSINGM ONTHLYPRICE VS CLOSINGM ONTHLYNIFTY
^??????
^??????
MONTH NSE BSE
H|gh (In ` | Low (In ` | Volume of
Shares Traded
H|gh (In ` ) Low (In ` | Volume of
Shares Traded
April 2011 71.95 63.60 53,717,985 72.00 63.80 9,949,650
May 2011 78.90 62.25 48,184,491 78.90 65.35 7,466,128
June 2011 90.65 76.00 91,726,965 90.70 75.00 16,879,444
July 2011 97.00 81.50 89,553,711 94.20 81.60 15,921,580
August 2011 87.75 71.25 76,131,592 87.70 71.25 11,069,497
September 2011 82.30 72.75 63,152,261 82.50 72.85 6,484,412
October 2011 83.70 71.50 65,678,569 83.75 71.25 11,056,939
November 2011 77.40 58.55 66,998,969 77.40 58.65 7,184,081
December 2011 73.00 56.60 77,407,603 69.20 56.10 8,572,335
January 2012 67.10 56.20 105,448,045 67.10 56.25 18,459,071
February 2012 72.20 52.00 143,843,367 72.10 52.00 24,390,626
March 2012 64.10 51.65 129,260,596 64.00 52.00 24,510,432
0.00
10.00
20.00
30.00
40.00
50.00
60.00
70.00
80.00
90.00
100.00
0
5000
10000
15000
20000
25000
C
L
O
S
I
N
G
P
R
I
C
E
C
L
O
S
I
N
G
S
E
N
S
E
X
M ONTH
DISHTVINDIALIM ITED
CLOSINGPRICE VS CLOSINGSENSEX
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41
c) Distribution of Shareholding as on March 31, 2012 – Consolidated
d) Top 10 Public Equity Shareholders as on March 31, 2012 – Consolidated
e) Promoter Shareholding as on March 31, 2012
No. of Equity Shares Share holders No. of Shares
Numbers PG)PMEFST Number PG4IBSFT
Upto 5000 168,446 99.30 33,702,957 3.17
5001 – 10000 537 0.32 3,965,277 0.37
10001 - 20000 215 0.13 3,131,246 0.29
20001 – 30000 71 0.04 1,739,983 0.16
30001 – 40000 48 0.03 1,670,538 0.16
40001 - 50000 26 0.02 1,227,232 0.12
50001 – 100000 74 0.04 5,553,156 0.52
100001 and above 213 0.13 1,013,433,486 95.21
Total 169,630 100 1,064,423,875 100
S. No. Name of Shareholder No of Shares held PG4IBSFIPMEJOH
1 Agrani Holding ( Mauritius ) Ltd. 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%
5 Briggs Trading Company Pvt. Ltd. 11,469,419 1.08%
6 Churu Trading Co. Pvt. Ltd. 100 0.00%
7 Dhaka Warriors Sports Pvt. Ltd. 637,212,260 59.86%
8 Delgrada Limited (renamed as Essel Media Ventures Limited) 460,000 0.04%
9 Jawahar Lal Goel 176,800 0.02%
S.
No.
Name of Shareholder No. of Shares held PG4IBSFIPMEJOH
1 Deutsche Bank Trust Company Americas 117,035,000 11.00
2 Reliance Capital Trustee Co. Ltd. A/ C Reliance Equity Option Fund 7,003,800 0.66
3 Robeco Capital Growth Funds 6,500,000 0.61
4 Goldman Sachs Investments (Mauritius) I Ltd 6,190,909 0.58
5 Napean Trading And Investment Co Pvt Ltd. 5,766,196 0.54
6 MFS International New Discovery Fund 5,714,176 0.54
7 Met Investors Series Trust-MFS Emerging Markets 5,404,423 0.51
8 Reliance Capital Trustee Co Ltd A/ C-Reliance Regular Balance Option 5,000,000 0.47
9 Regal Investment And Trading Co Pvt Ltd 4,788,136 0.45
10 Government Pension Fund Global 4,390,342 0.41
Total 167,792,982 15.76
42
f) Categories of Shareholders as on March 31, 2012 - Consolidated
SHAREHOLDERS SERVICES
Ranjit Singh
Oompany Secretary and Oomp||ance Offcer
Dish TV India Limited
FC-19, Sector 16A, Noida – 201 301, U.P., India
Tel.: +91-120-2599555/ 391, Fax: +91-120-4357078
Category No. of Shares held % of Shareho|d|ng
Promoters 689,222,979 64.75%
Individuals 43,964,873 4.13%
Domestic Companies 35,124,378 3.30%
FIs, Mutual Funds and Banks 57,915,909 5.44%
FIIs, OCBs, NRI & GDRs 238,195,736 22.38%
Total 1,064,423,875 100
10 Laxmi Narain Goel 1,006,500 0.09%
11 Nishi Goel 11,000 0.00%
12 Prajatma Trading Company Pvt. Ltd. 100 0.00%
13 Premier Finance & Trading Company Ltd. 100 0.00%
14 Priti Goel 11,000 0.00%
15 Suryansh Goel 5,100 0.00%
16 Sushila Devi 585,750 0.06%
17 Tapesh Goel 5,100 0.00%
18 Veena Investments Pvt. Ltd. 100 0.00%
Total 689,222,979 64.75%
43
CERTIFICATION PURSUANT TO CLAUSE 49 V OF
THE LISTING AGREEMENT
We, Jawahar |a| Goe|, Manag|ng D|rector and Rajeev K Da|m|a, Oh|ef F|nanc|a| Offcer of D|sh Tv lnd|a ||m|ted ('the
Company’ ) do hereby certify to the Board that :-
a. We have rev|ewed fnanc|a| statements and the cash fow statement of the Oompany for the year ended March 31,
2012 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 Company’s 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, 2012 are fraudulent, illegal or violative of the Company’s Code of Conduct.
c. We accept respons|b|||ty for estab||sh|ng and ma|nta|n|ng |nterna| contro|s for fnanc|a| report|ng and that we have
eva|uated the effect|veness of |nterna| contro| systems of the Oompany perta|n|ng to fnanc|a| report|ng and have
d|sc|osed to the Aud|tors and the Aud|t Oomm|ttee, defc|enc|es |n the des|gn or operat|on of such |nterna| contro|s,
|f any, of wh|ch we are aware and the steps we have taken or propose to take to rect|fy these defc|enc|es.
d. During the year :-
hthere has not been any s|gn|fcant change |n |nterna| contro| over fnanc|a| report|ng;
h there have not been any s|gn|fcant changes |n account|ng po||c|es; and
h there have been no |nstances of s|gn|fcant fraud of wh|ch we are aware that |nvo|ve management or other
emp|oyees hav|ng s|gn|fcant ro|e |n the Oompany`s |nterna| contro| system over fnanc|a| report|ng.
Jawahar Lal Goel Rajeev K Dalmia
Manag|ng D|rector Oh|ef F|nanc|a| Offcer
Place: Noida
Date: 16 May 2012
44
Forward Looking Statements
The report conta|ns forward-|ook|ng statements, |dent|fed
by words like ‘ plans’ , ‘ expects’ , ‘ will’ , ‘ anticipates’ , ‘ would
grow’ , ‘ likely’ , ‘ estimates’ and so on. All statements that
address expectations or projections about the future, but
not limited to the Company’s strategy for growth, product
deve|opment, market pos|t|on, expend|tures, and fnanc|a|
results, are forward looking-statements. Since these are
based on certain assumptions and expectations of future
events, the Company cannot guarantee that these are
accurate or will be realized. Thus the Company’s actual
performance/ results could differ from the projected
estimates in the forward-looking statements. The Company
does not assume any responsibility to publicly amend,
modify or revise any such statements on the basis of
subsequent developments, information or events.
Overview
Digitization continued to play a major role in transforming
the face of the Indian media and entertainment industry with
DTH being the single greatest force behind it. The Indian
DTH |ndustry grew exponent|a||y |n the prev|ous fsca|,
acquiring in its fold more than 10 million new subscribers.
The cumulative DTH subscribers in India stand at around
45 Million currently.
The Indian economy is going through a phase of contraction
wh|ch |s refected |n a|| consumer durab|e and FMOG
products but the TV set market continued to expand in
double digits. Further, there was marked improvement in
the sa|e of fat pane| Tv sets eg., |OD, |ED and HD Tv
sets. The continued growth of number of Television sets
|n the country, spec|a||y the h|gh end fat te|ev|s|on |s an
encouraging sign for the digital delivery platforms. This
trend is likely to continue due to the Digitization mandate
initiated by the Government of India and reduction in the
prices of such television sets. Television will continue to
provide cheaper modes of entertainment and DTH will
always be a preferred medium because of its inspirational
value, uninterrupted content delivery, proven and reliable
technology and plethora of value added services. Moreover,
DTH industry being highly capital intensive with long
gestation period, the players engaged in this industry, due
to the strong business and brand lineage, provide comfort
and delight to the user.
The DTH industry consolidated its gains across all
the segments namely launch of additional channels,
robustness of the service delivery, launch of contemporary
products and overall move from ‘ numbers’ to a new world
of customer relationship paradigm. We continue to believe
that technology, better consumer offer, launch of niche
channels, value added services, positive government
vibes and implementation of GST will continue to drive the
category towards new heights and glory. The Company is
well placed to encash and enrich itself from the opportunities
going forward.
SWOT ANALYSIS
Strengths
The lineage of the brand, availability of product all across
the country through an established distribution network,
enriched customer delivery of services – by way of call
center and direct interaction with the customers, highest
number of channels & services offering – both in High
Defn|t|on and Standard Defn|t|on, cutt|ng edge techno|ogy
and maximum bandwidth space will drive growth and
create further opportunities for your Company. Dish TV
today is recognized for its largest bouquet of channels,
pan-India selling and distribution network and the most
advanced infrastructure and technology amongst others.
Your Company, to cater to the requirement of each state
of this country, has established call centers where the
customer support is provided in major regional languages
also which has improved the customer interaction level.
The recent launch of Set Top Box with Digital Video
Recording facility is the clear differentiar since this newly
launched Set Top Box has a unique facility of providing
unlimited recording feature to the subscribers. The
availability of maximum number of channels & services in
H|gh Defn|t|on and the cont|nuous add|t|on of new HD and
niche channels has given a strong competitive advantage
to your Company.
The continuous efforts to increase the number of distribution
and support channel partners has given an impetus to
the upsurge story of your Company. Your Company has
an extensive and fully established active trade partners
network comprising of dealers, distributors, installers,
Service Franchisees, Dish Shoppees, Dish Care Centers,
modern trade, chain stores and e-stores spread all across
the country.
Weakness
The growth and the negat|ve |mpact on the proftab|||ty
and margin of the DTH sector continues to be plagued
due to high incidence of Multiple taxation and continuous
depreciation of Rupee leading to higher acquisition cost
Management Discussion and Analysis
45
of the hardware and other imported services. The biggest
competition of the DTH sector – the unorganized cable
operators continue to under declare subscribers and hence
the income and thus manage to operate with minimal
Average Revenue Per User. Due to low declaration by cable
operators, cable rates have been stagnant and restrictive to
the growth of ARPU for the DTH sector. Dish TV continues
to strive to increase its Average Revenue Per User through
measures like content enrichment, expansion of re-charge
points, churn management and continuous up-gradation of
service offered through the Dish TV platform.
Opportunities
The Government of lnd|a has not|fed the compu|sory
migration from Analog transmission to Digital transmission
in four phases. Effective the cutoff dates for digitization,
transmission of television signals in analog format will have
to be ceased. This effectively means that all those currently
viewing TV in the analog mode will have to switch to either
digital cable Set Top Box or choose to migrate to DTH which
is already digital and has a strong foothold in the market.
There are currently 70 Million analog homes which will
have to switch to digital format by December 2014. This
presents a huge opportunity for the DTH sector. The
current subscriber base for DTH being around 45 Mn, this
opportunity can be seen as doubling of the entire DTH
universe in a short span of 30 months.
Your Company will aim to maintain its incremental market
share w|th|n the DTH category of 25 %, g|v|ng D|sh Tv the
opportunity to add an incremental 11.4 Mn subscribers in
the next two years effectively doubling its subscriber base.
The impending Digitization brings a vast opportunity to your
Company as well as the Company could be facing intense
competition. However, in longer run and Post digitization
|t can be expected that there w||| be s|gn|fcant movement
upwards in ARPU as the cable companies face pressure due
to expanded balance sheets and revenue sharing with the
LCO as well as increased demands from the broadcasters
due to full declaration of the subscriber numbers.
Any upward movement of ARPU in the cable space arising
out of Digitization will be positive for DTH operators as DTH
already commands a premium over cable and therefore will
be able to move prices more aggressively.
The year gone by also saw the emergence of the High
Defn|t|on adopt|on across major c|t|es |ead by major
sport|ng events and mov|es be|ng te|ecast |n H|gh Defn|t|on
format. The year also saw launch of large number of new
H|gh Defn|t|on channe|s |ead|ng to h|gh dec|be| no|se and
consumer awareness about such ava||ab|||ty. The beneft of
HD is expected to accrue in the coming years.
Threats
Intense competition from other DTH players as well as
digital cable. High incidence of taxation and regulatory
|ntervent|on restr|ct|ng the growth and proftab|||ty of the
DTH sector is also a potential threat.
Strategy
In the Indian marketplace over the last six years, DTH has
clearly established itself as the preferred choice for digital
viewing of pay television content. Of the approximately 50
Mn installed base of digital connections almost 44 Mn or
88% |s accounted for by DTH w|th d|g|ta| cab|e account|ng
on|y for the ba|ance 12%.
However with the government mandate for Digital
Addressable Systems (DAS) set to kick in, in four phases,
it is expected that the terrestrial cable systems are likely to
get more aggressive and pose a challenge to the unfettered
growth of DTH. Any strategy will necessarily have to
encompass these challenges as well as maximizing the
opportunity for DTH presented by the DAS mandate.
The major advantages of DTH which are sought to
be strengthened by the organization are the extensive
infrastructure which has been developed by Dish TV in
terms of selling and recharge points as well as service
centers. Additionally an extensive CRM system is in place
which is capable of handling over 3 million calls per month.
Dish TV is further working on strengthening this backbone
to ensure a top class customer experience from the
moment a customer is acquired, right through the life cycle
of the customer.
This capability will remain a formidable differentiator, both
against existing DTH companies and also versus digital
cable systems.
Technology is the next big differentiator, in which DTH
has already taken the lead and Dish TV in particular will
seek to widen the gap with competition. With the largest
HD bouquet of 42 channels, Dish TV has set the trend
for movement from analog straight to third generation
technology. Additional innovations recently introduced like
HD DVR with unlimited recording feature allows for time shift
viewing to suit the changing life style of urban consumers.
46
Addition of new generation technologies and seamless
integration with the web, have seen the introduction of
web applications through which the customer can interface
with his CRM and transact on his Android/ Windows
mobile phone, providing a rich user experience for Dish TV
customers.
Dish TV is also working with content providers to provide
unique access to its subscribers for content through
multiple devices over the web. Thus a Dish TV customer will
be able to access content using his Dish TV subscription
BDDPVOU TQFDJåFE DPOUFOU EFMJWFSFE PWFS UIF JOUFSOFU BOE
received in his mobile phone, laptop or tablet computer.
The core strategy driving DishTV’s leadership position in the
marketplace will be threefold.
1) Be the leader in content delivery
2) Be the leader in customer satisfaction
3) Be the leader in technology and innovation
With Dish TV clearly focused on improving its delivery
capability in these core metrics, we believe we will be able
to successfully strengthen our position as both the leading
DTH player and successfully fend off any threat from cable
to remain India’s most preferred digital content delivery
platform.
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 higher value packs drew the management attention
all throughout the year. EBITDA margin continued to its
upward movement throughout the year. Customer Care,
service quality, expansion of Service Franchisee and Dish
Care Centers also remained the focal point for retaining and
servicing the customers.
During the year key highlights of operational performance
were as under:
? Gross subscriber base stood at 12.9 Million on March
31, 2012
? Operating Revenue for FY 12 stood at ` 1957.8 Cr
? EBITDA for FY 12 stood at ` 498.4 Cr
? Total Number of Channels & Services 340, being the
highest in the category
? Total number of HD service stood at 42, once again
the Highest in the category
? ARPU for FY 12 stood at ` 153
Risk Management and Internal Control
Owing to the nature of the business, the Company is bound
to come across various risks like political risk, competition
risk, technology obsolescence risk, human resource risk
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Risk Management Policy to control and mitigate the risks to
maximize opportunity and minimize adversity. Additionally,
risk management and mitigation are integral part of the
decision making process of the Company at all levels.
Further, the Company has also in place Insurance policies
to protect the assets of the Company from any loss arising
out of damage or loss of property of the Company.
The Company also has a comprehensive system of Internal
Control to safeguard the Company and its assets and to
FOTVSF QSPQFS BVUIPSJ[BUJPO PG åOBODJBM USBOTBDUJPOT 5IF
Company has instituted a process of Internal Control aimed
at providing high degree of assurance regarding effectiveness
BOE FGåDJFODZ PG PQFSBUJPOT SFMJBCJMJUZ PG åOBODJBM DPOUSPM
and compliance with applicable laws and regulations. The
internal control systems laid down by Company and their
adoption and compliance is continuously monitored by
independent Internal Auditors.
Talent Management
The Company has built a strong pool of talent by
committed efforts to attract, transform and retain the best
talent available. The Company has young and vibrant
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$PNQBOZ 4JHOJåDBOU FNQIBTJT JT BMTP MBJE PO FOIBODJOH
managerial and leadership qualities at senior management
level to propel the Company towards stronger and more
sustainable growth. A well laid down performance linked
compensation plan has also been adopted by the Company
that links compensation to individual performance as well as
the performance of the Company. We aim to continue and
nurture the talent management process of the Company
which is the back bone and essential to continue the
exponential growth of the Company.
Cautionary Statement
Statements in this report describing the Company’s
objectives, expectations or predictions may be forward
looking within the meaning of the applicable laws and
regulations. The actual results may differ materially from
those expressed in this statement. The Company does not
undertake to make any announcement or update in case
any of these forward looking statements become materially
incorrect in future.
47
Auditors’ report
To the Members of
Dish TV India Limited
1 We have audited the attached Balance Sheet of Dish
TV India Limited (‘ the Company’ ) as at 31 March 2012
and a|so the Statement of Proft and |oss and the
Cash Flow Statement of the Company for the year
ended on that date, annexed thereto. These fnanc|a|
statements are the responsibility of the Company’s
management. Our responsibility is to express an
op|n|on on these fnanc|a| statements based on our
audit.
2 We conducted our audit in accordance with auditing
standards generally accepted in India. Those
Standards require that we plan and perform the audit
to obtain reasonable assurance about whether the
fnanc|a| statements are free of mater|a| m|sstatement.
An audit includes examining, on a test basis, evidence
support|ng the amounts and d|sc|osures |n the fnanc|a|
statements. An audit also includes assessing the
account|ng pr|nc|p|es used and s|gn|fcant est|mates
made by management, as well as evaluating the
overa|| fnanc|a| statement presentat|on. We be||eve
that our audit provides a reasonable basis for our
opinion.
3 As required by the Companies (Auditor’s Report) Order,
2003 (‘ the Order’ ), issued by the Central Government
of India in terms of sub-section (4A) of section 227 of
the Companies Act, 1956 (‘ the Act’ ), we enclose in
the Annexure a statement on the matters spec|fed |n
paragraphs 4 and 5 of the said Order.
4 Without qualifying our opinion, attention is invited
to note 2(b} of the fnanc|a| statements. The
Oompany`s net worth as at the end of the fnanc|a|
year is completely eroded by its accumulated losses.
However, the management has prepared the fnanc|a|
statements assuming that the Company will continue
as a going concern since it has adequate resources
|n the form of operat|ng cash fows and sanct|oned
credit facilities from lenders to adequately meet its
obligation.
5 Further to our comments in the Annexure referred to in
para 3 above, 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 Ba|ance Sheet, the Statement of Proft and
Loss and the Cash Flow Statement, dealt with
by this report, are in agreement with the books
of account;
(d) subject to our comments in paragraph 5 (f)
below regarding non compliance in relation
to Accounting Standard 19 ‘ Leases’ , in our
opinion, the Balance Sheet, the Statement of
Proft and |oss and the Oash F|ow Statement
dealt with by this report, comply with the
accounting standards referred to in sub-section
(3C) of section 211 of the Companies Act, 1956,
to the extent applicable;
(e) on the basis of written representations received
from the directors of the Company as on 31
March 2012 and taken on record by the Board
of directors, we report that none of the directors
|s d|squa||fed as on 31 March 2012 from be|ng
appointed as a director in terms of clause (g) of
sub-section (1) of section 274 of the Companies
Act, 1956;
(f) the life of the Consumer Premises Equipment
(CPE) for the purposes of depreciation has
been est|mated by the management as fve
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 |mpact of wh|ch on the fnanc|a| statements
has not been ascertained by the management.
Th|s was a subject matter of qua||fcat|on |n our
aud|t report on the fnanc|a| statements for the
previous year ended 31 March 2011 also [Refer
to note 39 (b)];
(g) during the previous year, the Company received
a demand notice for income tax and interest
thereon aggregating ` 4,056 lacs in relation
to an earlier year, though reduced to ` 2,642
|acs dur|ng the year based on a rect|fcat|on
app||cat|on f|ed. The matter perta|ns to short
deduction of tax at source on certain payments
and interest thereon for delayed period. The
Company has disputed the above said demand
and has f|ed an appea| aga|nst the same w|th
48
the tax authorities. The Company, based on
a legal view obtained in the matter, has not
made any prov|s|on |n the fnanc|a| statements
and has not assessed the impact of the above
position on the subsequent years. Pending
fna| conc|us|on, we are unab|e to comment on
the matter and its consequent impact on the
Statement of Proft and |oss for the year and
the deb|t ba|ance |n the Statement of Proft and
Loss at the end of the year. This was a subject
matter of qua||fcat|on |n our aud|t report on the
fnanc|a| statements for the prev|ous year ended
31 March 2011 also [Refer to note 49 (c)]; and
(h) subject to our comments in paragraphs 5 (f) and
(g) above, the impact of which has not
been ascertained, in our opinion and to the
best of our information and according to the
explanations given to us, the said accounts give
the information required by the Companies Act,
1956, in the manner so required and give a true
and fair view in conformity with the accounting
principles generally accepted in India:
(i) in the case of the Balance Sheet, of the state of
affairs of the Company as at 31 March 2012;
(||} |n the case of the Statement of Proft and |oss,
of the loss for the year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the
cash fows for the year ended on that date.
For B S R & Co.
Chartered Accountants
Firm Registration No: 101248 W
Kaushal Kishore
Partner
Membership No: 090075
Place: Gurgaon
Date: 16 May 2012
49
Annexure referred to in paragraph 3 of the Auditors’
Report to the Members of Dish TV India Limited on
the accounts for the year ended 31 March 2012
(i) (a) The Company has maintained proper records
showing full particulars, including quantitative
deta||s and s|tuat|on of fxed assets.
(b} As exp|a|ned to us, the fxed assets, other than
consumer premises equipment (CPE), installed
at the customer premises and those in transit or
lying with the distributors, have been physically
ver|fed 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 nature
of |ts fxed assets. D|screpanc|es not|ced on
such ver|fcat|on were not s|gn|fcant 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
g|ven to us, phys|ca| ver|fcat|on has been
conducted by the management at reasonable
intervals during the year in respect of inventory of
stock in trade consisting of CPEs and accessories
in the Company’s possession. In our opinion, the
frequency of phys|ca| ver|fcat|on |s reasonab|e.
(b) In our opinion and according to the information
and explanations given to us, the procedures for
phys|ca| ver|fcat|on of |nventor|es fo||owed 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
phys|ca| ver|fcat|on of |nventor|es 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,
frms or other part|es covered |n the reg|ster ma|nta|ned
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 certa|n |tems of |nventor|es and fxed
assets are for the Company’s specialised requirements
and similarly certain goods/ services sold are for the
specialised requirements of the buyers and suitable
alternative sources are generally not available to
obtain comparable quotations, 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 |nventor|es and fxed 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) (a) In our opinion, and according to the information
and explanations given to us, the particulars of
contracts or arrangements referred to in section
301 of the Companies Act, 1956 have been
entered in the register required to be maintained
under that section.
(b) In our opinion, and according to the information
and explanations given to us, the transactions
made in pursuance of contracts or arrangements
referred to in para (v) (a) above, and exceeding the
value of ` 5 lakhs with any party during the year
have made at price which are reasonable having
regard to the prevailing market price except for
certain transactions which are for the specialized
requirements of the respective parties and for
which suitable alternate sources are not available
to obtain comparable quotations.
(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) 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.
According to the information and explanations given
to us, the Company is in the process of aligning its
50
åOBODJBM BDDPVOUJOH TZTUFN JO PSEFS UP NBJOUBJO UIF
requisite cost accounting records. As informed to
us, the Company is in the process of concluding and
producing such records.
(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, Cess 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 amount have
subsequently been paid to the authorities.
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 160 - January 2007 to
March 2007
VATO, Delhi VAT
7 7 March 2010 VATO, Delhi VAT
Value Added Tax
(including penalty
and interest)
244 20 April 2007 to
March 2008
VAT Tribunal, New Delhi
Value Added Tax 40 4 AY 2007-08 VATO, Delhi VAT
Andhra Pradesh
Value Added Tax
Act, 2005
Value Added Tax
(including interest)
344* 18 March 2008 to
September 2008
Andhra Pradesh High Court
Value Added Tax
(including penalty
and interest)
286 286 2006-08 State Tribunal Appellate
Authority, Hyderabad
Bihar Value Added
Tax Act, 2005
Value Added Tax 15 15 2007-08 $PNNFSDJBM5BY0GåDFS
Patna
59 43 2008-09 $PNNFSDJBM5BY0GåDFS
Patna
UP Trade Tax Act,
1948
Value Added Tax
(including interest)
1 - April 2005 to
March 2006
Joint Commissioner (Ap-
peal), Noida
Value Added Tax 1 1 2006-07 Additional Commissioner
Appeal, Noida
# # 2010-11 Deputy Commissioner,
Noida
10 5 April 2011 CTO, Noida
Income-tax Act,
1961
Income tax and
interest
2,642 400 Assessment year
2009-10
Commissioner of Income
Tax-Appeal, Noida.
Amount in ` lacs
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, Cess and
other material statutory dues, as applicable, were
in arrears as at 31 March 2012 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, Excise duty and Cess which have not been
deposited with the appropriate authorities on
account of any dispute, except as mentioned
below:
51
* Including disputed dues aggregating ` 344 lacs in respect of Value Added Tax which have been stayed by
the respective authorities.
# ` 36,000.
Amount in ` lacs
(x) The accumulated losses of the Company are more
UIBOåGUZQFSDFOUPGJUTOFUXPSUIBUUIFFOEPGUIFZFBS
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
BOZPVUTUBOEJOHEVFTUPBOZåOBODJBMJOTUJUVUJPOTPS
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/
NVUVBMCFOFåUGVOETPDJFUZ
(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
GPS MPBOT UBLFO CZ PUIFST GSPN CBOLT PS åOBODJBM
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
PGåYFEBTTFUTGPS` 86,934 lacs.
(xviii) The Company has not made any preferential
BMMPUNFOU PG TIBSFT UP DPNQBOJFTåSNTQBSUJFT
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 issue during the year. The Company has only
received outstanding call money against the rights
issue made in the previous 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: 101248W
Kaushal Kishore
Partner
Membership No: 090075
Place: Gurgaon
Date: 16 May 2012
9 - Assessment year
2006-07
Commissioner of Income
Tax-Appeal, Mumbai
Indian Customs Act,
1962
Special Additional
Duty
795 - April 2008 to
June 2009
CESTAT
Finance Act,1994
(Service tax case)
Service tax 167 - F Y 2006-07 to F
Y 2010-11
Commissioner of Excise &
Service Tax –Ghaziabad
Wealth Tax Act,1957
Wealth tax 1 - AY 05-06 Asst. Commissioner of
Income Tax, New Delhi
52
Balance Sheet as at 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
As at As at
Note No. 31 March 2012 31 March 2011
EQUITY AND LIABILITIES
Shareholders’ funds
(a) Share capital 3 10,636 10,630
(b) Reserves and surplus 4 (20,018) (4,355)
(9,382| 6,275
Non-current liabilities
(a) Long-term borrowings 5 101,935 64,853
(b) Other long term liabilities 6 17,984 20,627
(c) Long-term provisions 7 1,052 716
120,971 86,196
Current liabilities
(a) Short-term borrowings 8 19,500 -
(b) Trade payables 9 7,949 22,909
(c) Other current liabilities 10 75,425 121,305
(d) Short-term provisions 11 48,934 31,996
151,808 176,210
Total 263,397 268,681
ASSETS
Non-current assets
(a) Fixed assets
(i) Tangible assets 12.1 141,602 134,987
(ii) Intangible assets 12.2 433 1,382
(iii) Capital work-in-progress 38,843 44,211
180,878 180,580
(b) Non-current investments 13 15,000 20,015
(c) Long-term loans and advances 14 1,951 3,391
(d) Other non-current assets 15 695 1,281
17,646 24,687
Current assets
(a) Inventories 16 688 444
(b) Trade receivables 17 2,861 2,154
(c) Cash and bank balances 18 38,513 30,738
(d) Short-term loans and advances 19 21,983 29,777
(e) Other current assets 20 828 301
64,873 63,414
Total 263,397 268,681
S|gn|ñcant account|ng po||c|es 2
The accompany|ng notes (1 to 51} form an |ntegra| part of the fnanc|a| statements.
As per our report attached.
For B S R & Co. For and on behalf of the Board of Directors of
Chartered Accountants DISH TV INDIA LIMITED
Firm Registration No. 101248W
Kaushal Kishore Jawahar Lal Goel B. D. Narang
Partner Managing Director Director
Membership No. 090075
Rajeev K. Dalmia Ranjit Singh
Oh|ef F|nanc|a| Offcer Oompany Secretary
Place : Gurgaon Place : Noida
Dated : 16 May 2012 Dated : 16 May 2012
53
Statement of Profit and Loss for the year
ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
For the year For the year
Note No. ended ended
31 March 2012 31 March 2011
Income
Revenue from operations 21 195,782 143,655
Other income 22 3,859 8,804
Total revenue 199,641 152,459
Expenses
Purchases of stock-in-trade 32 737 392
Changes in inventories of stock-in-trade 23 (244) (166)
Operating expenses 24 99,753 78,582
Emp|oyee benefts expense 25 7,098 5,663
Selling and distribution expenses 26 29,093 28,471
Finance costs 27 17,780 15,114
Depreciation and amortization expense 12.1 and 12.2 51,800 36,540
Other expenses 28 9,509 6,832
Total expenses 215,526 171,428
Loss before tax 15,885 18,969
Tax expense - -
Loss for the year 15,885 18,969
Basic and diluted loss per equity share (in `) 1.49 1.79
(Face value of ` 1 each)
S|gn|ñcant account|ng po||c|es 2
The accompany|ng notes (1 to 51} form an |ntegra| part of the fnanc|a| statements.
As per our report attached to the balance sheet.
For B S R & Co. For and on behalf of the Board of Directors of
Chartered Accountants DISH TV INDIA LIMITED
Firm Registration No. 101248W
Kaushal Kishore Jawahar Lal Goel B. D. Narang
Partner Managing Director Director
Membership No. 090075
Rajeev K. Dalmia Ranjit Singh
Oh|ef F|nanc|a| Offcer Oompany Secretary
Place : Gurgaon Place : Noida
Dated : 16 May 2012 Dated : 16 May 2012
54
Cash Flow Statement for the year
ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
For the year For the year
ended ended
31 March 2012 31 March 2011
A. Cash ñows from operat|ng act|v|t|es
Net loss before tax (15,885) (18,969)
Adjustments for :
Depreciation and amortization expense 51,800 36,540
|oss on sa|e/ d|scard of fxed assets and cap|ta| work-|n-progress 2,823 1,710
Proft on redempt|on of un|ts of mutua| funds (non trade, current} (75} (357}
Proft on sa|e of subs|d|ary (93} -
Fore|gn exchange fuctuat|on (net} 4,506 382
Provision for marked to market loss on derivatives - 124
Interest expense 10,903 12,797
Interest income (3,409) (7,338)
Operat|ng proñt before fo||ow|ng adjustments 50,570 24,889
(Increase) in inventories (244) (166)
(Increase)/ decrease in trade receivables (707) 1,231
(Increase) in long-term loans and advances (154) (411)
Decrease in short term loans and advances and other current assets 8,221 13,147
(Decrease) in other long-term liabilities and provisions (2,306) (384)
(Decrease) in trade payables, other short-term liabilities (7,860) (1,980)
Cash generated from operations 47,520 36,326
Income taxes paid 218 812
Net cash ñow from operat|ng act|v|t|es 47,302 35,514
B. Cash ñows from |nvest|ng act|v|t|es
Purchases of fxed assets (|nc|ud|ng cap|ta| work |n progress and cap|ta| advances} (65,527} (100,475}
Proceeds from sa|e of fxed assets 26 19
Purchases of investments (34,300) (59,241)
Proceeds from sale of investments 39,483 75,208
Loan given to body corporates (11) (79)
Refund of loans given to body corporates 11 8,756
Movements |n fxed depos|ts hav|ng matur|ty of more than 3 months 1,694 1,781
Refund of advance against share application money given to subsidiaries - 4,530
Interest received 3,451 7,120
Net Cash ñow used |n |nvest|ng act|v|t|es (55,173| (62,381|
C. Cash ñows from ñnanc|ng act|v|t|es
Interest paid (7,836) (11,517)
Proceeds from issue of capital / call money received 228 326
Advance call money on shares (7) 234
Proceeds from long term borrowings (excluding vehicle loans) 45,576 35,788
Repayments of long term borrowings (excluding vehicle loans) (43,247) (18,179)
Repayment of vehicle loans (8) (20)
Proceeds from short term borrowings 19,500 -
Net cash ñow from ñnanc|ng act|v|t|es 14,206 6,632
D. Effect of exchange difference on translation of foreign
currency cash and cash equivalents ## 0 (0)
Net cash ñows [|ncrease/(decrease|] dur|ng the year (A+B+C+D| 6,335 (20,235)
Cash and cash equ|va|ents at beg|nn|ng of the year (refer to note 18| 9,905 30,140
Cash and cash equ|va|ents at end of the year (refer note 18| # 16,240 9,905
Cash and cash equivalents at the end of the year comprises of :
Cash on hand 1 6
Balance with scheduled banks :
- in current account # 3,638 9,878
- deposits with maturity of upto 3 months 48 17
Cheques, drafts on hand 12,553 4
Total cash and cash equivalents 16,240 9,905
# include `338 lacs (previous year `310 lacs ) in share call money accounts in respect of rights issue.
## represent `3,708 as on 31 March 2012 and `14,795 as on 31 March 2011
The above cash fow statement has been prepared under the lnd|rect method set out |n Account|ng Standard 3 'Oash F|ow Statements".
S|gn|ñcant accounting policies
The accompany|ng notes (1 to 51} form an |ntegra| part of the fnanc|a| statements.
As per our report attached to the Balance Sheet.
For B S R & Co. For and on behalf of the Board of Directors of
Chartered Accountants DISH TV INDIA LIMITED
Firm Registration No. 101248W
Kaushal Kishore Jawahar Lal Goel B. D. Narang
Partner Managing Director Director
Membership No. 090075
Rajeev K. Dalmia Ranjit Singh
Oh|ef F|nanc|a| Offcer Oompany Secretary
Place : Gurgaon Place : Noida
Dated : 16 May 2012 Dated : 16 May 2012
55
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 customer
through Consumer Premise Equipment (CPE), used for receiving and broadcasting DTH signals to the subscriber.
Also refer to note 33 and 34 below.
2. S|gn|ñcant account|ng po||c|es
a| Bas|s of preparat|on of ñnanc|a| statements
The fnanc|a| statements are prepared under the h|stor|ca| cost convent|on, on accrua| bas|s of account|ng,
in accordance with the Generally Accepted Accounting Principles (‘ GAAP’ ) in India and comply with the
mandatory Account|ng Standards as not|fed by the Oompan|es (Account|ng Standards} Ru|es, 2006, to the
extent applicable, and the presentational requirements of the Companies Act, 1956.
A|| assets and ||ab|||t|es have been c|ass|fed as current or non-current as per the Oompany`s norma| operat|ng
cycle and other criteria set out in the revised schedule VI to the Companies Act, 1956. Based on the nature
of products/ services and the time between the acquisition of assets for processing and their realisation
in cash and cash equivalents, the Company has ascertained its operating cycle being a period within 12
months for the purposes of c|ass|fcat|on of assets and ||ab|||t|es as current and non-current.
b| Go|ng concern
The accompany|ng fnanc|a| statements have been prepared assum|ng the Oompany w||| cont|nue as a
go|ng concern. The management be||eves that |t |s appropr|ate to prepare these fnanc|a| statements on a
‘ going concern’ basis, for following reasons:-
i) The Company holds the valid DTH license from Government of India.
||} The DTH bus|ness necess|tates |ong gestat|on per|od. Be|ng frst mover, the Oompany has |ncurred
huge cost on establishment and on awareness of the product, brand building on a PAN India basis,
the benefts of wh|ch w||| accrue |n the future years.
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.
|v} The Oompany has reasonab|e operat|ng cash fows.
Accord|ng|y, the fnanc|a| statements do not requ|re any adjustment as to the ba|ances carr|ed |n the ba|ance
sheet.
c| Use of est|mates
The preparat|on of fnanc|a| statements |n conform|ty w|th the GAAP |n lnd|a requ|res management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of
cont|ngent ||ab|||t|es on the date of the fnanc|a| statements. Actua| resu|ts cou|d d|ffer from those est|mates.
Examp|es of such est|mates |nc|ude est|mated usefu| ||fe of fxed assets, c|ass|fcat|on of assets/||ab|||t|es as
current or non-current in certain circumstances, estimate of future obligations under employee retirement
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
56
benefts, etc. D|fferences between the actua| resu|ts and est|mates are recogn|sed |n the year |n wh|ch 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 current and future periods.
d| F|xed 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
lntang|b|e assets are recogn|sed |f |t |s probab|e that the future econom|c benefts that are attr|butab|e to the
asset w||| fow to the Oompany and the cost of the asset can be measured re||ab|y. These assets are va|ued
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.
e| Deprec|at|on/ amort|sat|on
Tangible assets
Deprec|at|on on tang|b|e fxed assets, except OPEs, |s prov|ded on the stra|ght-||ne method at the rates
spec|fed |n Schedu|e ×lv of the Oompan|es Act, 1956. OPEs are deprec|ated over the|r usefu| ||fe of
fve years, as est|mated by the management. (a|so refer to note 39 (b}}. OPEs that rema|n |nact|ve for a
spec|fed |ong per|od of t|me, determ|ned based on past exper|ence, are deprec|ated on acce|erated bas|s.
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.
Assets individually costing upto ` 5,000 are fully depreciated in the year of purchase.
Intangible assets
Goodw||| on acqu|s|t|on |s amort|sed over a per|od of fve years.
DTH license fee is amortized over the period of license and other license fees are amortized over the
management est|mate of usefu| ||fe of fve years.
Software are amortised on straight line method over an estimated life.
f| Impa|rment
The carrying amounts of the Company’s 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 asset’s 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
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
57
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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 asset’s carrying amount does not
exceed the carrying amount that would have been determined net of depreciation or amortisation, had no
impairment loss been recognised.
g| Borrow|ng costs
Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as
part of the cost of such assets to the extent that they relate to the period till such assets are ready to be put
to use. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended
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h| Inventor|es
Inventories of CPEs and related accessories 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.
|| 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 t r ansf er
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| Fore|gn currency transact|ons 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
PGåYFEBTTFUTBOEPUIFSMPOHUFSNGPSFJHODVSSFODZNPOFUBSZMJBCJMJUJFTBSFEFBMUXJUIJOUIF4UBUFNFOU
PG1SPåUBOE-PTT
ii) In accordance with Accounting Standard-11, “Accounting for the Effects of Changes in Foreign Ex
change 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 life of asset.
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
58
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 spec|fed |n the contract and |s amort|sed 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 d|fferences are recogn|sed |n the Statement of Proft and |oss |n the report|ng per|od
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
Proft and |oss. Resu|tant ga|ns, |f any, on account of mark to market are |gnored. The Oompany does
not ho|d or |ssue der|vat|ve fnanc|a| |nstruments for trad|ng or specu|at|ve purposes.
k| Investments
lnvestments are c|ass|fed as |ong term or current based on the |ntent of the management at the t|me of
acquisition.
Long term investments are carried at cost. The carrying value of such investments is adjusted for other than
temporary diminution in value, where necessary. Current investments are valued at the lower of cost and fair
value.
|} Emp|oyee benefts
|} Short-term emp|oyee benefts
A|| emp|oyee benefts payab|e who||y w|th|n twe|ve months of render|ng the serv|ce are c|ass|fed as
short-term emp|oyee benefts. Benefts such as sa|ar|es, wages, and bonus, etc., are recogn|sed |n the
Statement of Proft and |oss |n the per|od |n wh|ch the emp|oyee renders the re|ated serv|ce.
||} Post emp|oyment beneft
Defned contr|but|on p|an
The Company deposits the contributions for provident fund to the appropriate government authorities and
these contr|but|ons are recogn|sed |n the Statement of Proft and |oss |n the fnanc|a| year to wh|ch they
relate.
Defned beneft p|an
The Oompany`s gratu|ty scheme |s a defned beneft p|an. The present va|ue of the ob||gat|on under such
defned beneft p|an |s determ|ned based on actuar|a| va|uat|on carr|ed out at the end of the year by an
independent actuary, using the Projected Unit Credit Method, which recognises each period of service as
g|v|ng r|se to add|t|ona| un|t of emp|oyee beneft ent|t|ement and measures each un|t separate|y to bu||d
up the fna| ob||gat|on. The ob||gat|on |s measured at the present va|ue of the est|mated future cash fows.
The d|scount rates used for determ|n|ng the present va|ue of the ob||gat|on under defned beneft p|ans |s
based on the market yields on Government Securities for relevant maturity. Actuarial gains and losses are
recogn|zed |mmed|ate|y |n the Statement of Proft and |oss.
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
59
|||} Other |ong term emp|oyee benefts
Benefts under the Oompany`s |eave encashment const|tute other |ong-term emp|oyee benefts. The ||ab|||ty
in respect of vacation pay is provided on the basis of an actuarial valuation done by an independent actuary
at the year end. Actuar|a| ga|ns and |osses are recogn|sed |mmed|ate|y |n the Statement of Proft and |oss.
m| Emp|oyee stock opt|on 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
|eases where the |essor effect|ve|y reta|ns substant|a||y a|| the r|sks and benefts of ownersh|p of the |eased
asset are c|ass|fed as operat|ng |eases. Operat|ng |ease charges are recogn|sed as an expense |n the
Statement of Proft and |oss on a stra|ght ||ne bas|s.
o| Earn|ngs per share
Bas|c earn|ngs/|oss per share are ca|cu|ated by d|v|d|ng the net proft or |oss for the per|od attr|butab|e to
equity shareholders by the weighted average number of equity shares outstanding during the year.
For the purpose of ca|cu|at|ng d||uted earn|ngs per share, the net proft or |oss for the year attr|butab|e 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| Taxat|on
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.
Deferred tax assets arising from unabsorbed depreciation or carry forward losses are recognised only if
there is virtual certainty of realisation of such amounts. 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 the|r rea||sab|||ty and are wr|tten down or wr|tten up to refect the amount that |s
reasonably/ virtually certain, as the case may be.
q| Prov|s|ons and cont|ngent ||ab|||t|es
The Company recognises a provision when there is a present obligation as a result of a past event and it is
more ||ke|y than not that there w||| be an outfow of resources embody|ng econom|c benefts to sett|e such
obligations and the amount of such obligation can be reliably estimated. Provisions are not discounted to
the|r present va|ue and are determ|ned based on the management`s est|mat|on of the outfow requ|red to
settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted
to refect current management est|mates.
Contingent liabilities are disclosed in respect of possible obligations that have arisen from past events and
the ex|stence of wh|ch w||| be confrmed on|y 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
|n respect of wh|ch |t |s not poss|b|e that there w||| be an outfow of resources or a re||ab|e est|mate of the
amount of obligation cannot be made.
When there |s an ob||gat|on |n respect of wh|ch the ||ke||hood of outfow of resources |s remote, no prov|s|on
or disclosure is made.
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
60
3 . Share capital
As at As at
31 March 2012 31 March 2011
Authorised
1,350,000,000 (previous year 1,350,000,000) equity shares of `1 each 13,500 13,500
Issued, subscribed and fully paid-up
1,061,701,440 (previous year 1,060,940,636) equity shares of `1 each, fully paid up 10,617 10,610
Issued, subscribed, but not fully paid-up
2,722,435 (previous year 3,035,899) equity shares of `1 each, fully called up (Footnote b) 27 30
|ess: ca||s |n arrears (other than from d|rectors/ offcers} (8} (10}
10,636 10,630
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 1,063,976,535 1,063,419,475
Add: Further issued during the year under Employees Stock Option Plan 447,340 557,060
Shares at the end of the year 1,064,423,875 1,063,976,535
b) 2,062,513 (previous year 2,068,646) equity shares of `1 each, `0.75 paid up
659,922 (previous year 967,253) 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.
d) Shares held by ultimate holding company/ holding company
Equity shares of `1 each, fully paid up by 637,212,260 -
- Dhaka Warr|ors Sports Pvt |td. 59.86% -
e} Deta||s of shareho|ders ho|d|ng more than 5% shares of the Oompany
As at 31 March 2012 As at 31 March 2011
Name Number of shares % ho|d|ng |n the Number of shares % ho|d|ng |n the
Company Company
Dhaka Warr|ors Sports Pr|vate ||m|ted 637,212,260 59.86% - -
Deutsche Bank Trust Oompany Amer|cas [footnote f(|||}| 117,035,000 11.00% 117,035,000 11.00%
veena lnvestments Pr|vate ||m|ted - - 223,385,943 21.00%
Ohuru Trad|ng Oompany Pr|vate ||m|ted - - 188,450,063 17.71%
Prajatma Trad|ng Oompany Pr|vate ||m|ted - - 169,693,575 15.95%
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) 1,016,480 (previous year 569,140) equity shares of `1 each, fully paid up, issued to the employees, under Employee Stock Option Plan, i.e., ESOP 2007.
iii) 117,035,000 (previous year 117,035,000) equity shares of `1 each, fully paid up, for underlying 117,035 nos. (previous year 117,035 nos.) Global Depository
Receipts (GDR). Each GDR represents 1000 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 35 for terms and
amount etc.)
4 . Reserves and surplus
As at As at
31 March 2012 31 March 2011
Securities premium account
Opening balance 153,140 152,823
Add: received during the year 222 317
Closing balance 153,362 153,140
General reserves
Opening balance 1,849 16,959
Less: adjustment pursuant to the Composite Scheme of Amalgamation and - 15,110
Arrangements (refer to note 33)
Closing balance 1,849 1,849
Deñc|t |n the Statement of Proñt and Loss
Opening balance (159,344) (140,375)
Add: Loss for the year (15,885) (18,969)
Closing balance (175,229| (159,344|
(20,018| (4,355|
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
61
5 . Long-term borrowings
As at As at As at As at
31 March 2012 31 March 2011 31 March 2012 31 March 2011
Non current Current maturities
Secured loans:
From banks
Term loans 16,192 23,919 7,727 29,238
Buyer’s credits 85,741 40,926 10,861 13,528
Vehicle loans* 0 3 2 4
From other parties
Vehicle loans 2 5 3 4
101,935 64,853 18,593 42,774
Less: amount disclosed under the head “other current liabilities” (refer to note 10) - - 18,593 42,774
101,935 64,853 - -
* ` 46,531 as on 31 March 2012
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
Footnotes:
Nature of security
a) Term loans
i) Term loans of ` 22,669 lacs (previous year ` 25,907 lacs) are under syndicate
Rupee |oan Fac|||ty and are secured by the creat|on of a frst rank|ng 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 (i) all the
moveable assets, present and future; (ii) the balances lying in and to the credit
of certain accounts and the proceeds of any investments made out of the
said balances; and (iii) 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 38 e)].
ii) Term loan from a bank of ` 1,250 lacs (previous year ` 6,250 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 38 e)].
iii) Term loan of nil (previous year ` 21,000 lacs) is secured by second pari passu
charge on ent|re fxed assets of the Oompany and |s guaranteed by two d|rectors
and also collaterally secured by immovable property and corporate guarantee
provided by Rama Associates Limited and Essel Infra Projects Limited, related
parties [refer to note 38 e)].
b) Buyer’s credits
i) Buyer’s credit of ` 33,280 lacs (previous year ` 7,628 lacs) is secured by pari
passu frst charge on the movab|e and |mmovab|e fxed assets and current assets
of the Company. Further, a corporate guarantee is given by Dhaka Warriors Sports
Private Limited in respect of this loan.
ii) Buyer’s credit of ` 20,033 lacs (previous year ` 16,994 |acs} |s secured by frst
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.
iii) Buyer’s credit of ` 36,857 lacs (previous year ` 10,689 |acs} |s secured by frst par|
passu charge on all present and future movable and immovable assets, including
but not limited to inventory of set-top-boxes and accessories etc., book debts,
operat|ng cash fows, rece|vab|es, comm|ss|ons, 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.
iv) Buyer’s credit of ` nil (previous year ` 7,578 |acs } |s secured by frst charge
on current assets, movable properties, receivables and equipment that rank pari
passu with the charge of certain other lenders, both present and future. Further, a
corporate guarantee is given by Zee Entertainment Enterprises Limited in respect
of these loans, under which, a default by the Company would give ICICI the right
to accelerate the loan, Zee Entertainment Enterprises Limited has covenanted that
it will not provide any guarantee for repayment of any facility in excess of ` 20,000
lacs.
Terms of repayment
Repayable in quarterly installments
i) Loan amounting to ` 3,351 lacs as on reporting date is payable in 14
quarter|y |nsta||ments a|ongw|th month|y |nterest at bank rate p|us 3.25% p.a.
ii) Loan amounting to ` 6,563 lacs as on reporting date is payable in 14
quarter|y |nsta||ments a|ongw|th month|y |nterest at bank rate p|us 2.25% p.a.
iii) Loan amounting to ` 8,380 lacs as on reporting date is payable in 14
quarter|y |nsta||ments a|ongw|th month|y |nterest at bank rate p|us 1.75% p.a.
iv) Loan amounting to ` 4,375 lacs as on reporting date is payable in 14 quarterly
|nsta||ments a|ongw|th month|y |nterest at bank rate p|us 0.50% p|us 1.80% p.a.
Loan amounting to ` 1250 lacs as on reporting date is payable in one quarterly
|nsta||ment a|ongw|th month|y |nterest at Pr|me |end|ng Rate (P|R} m|nus 4.5%
p.a.
The loan has been repaid during the year.
Buyer’s credit comprises of several loan transactions ranging between 2 to 3
years of maturities. Each transaction is repayable in full on maturity dates falling
between November’ 2014 (being farthest) and September’ 2013 (being closest).
Interest on all Buyer’s Credit is payable in half yearly installments ranging from Libor
plus 135 bps to Libor plus 240 bps
Buyer’s 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 farthest) and June’ 2013 (being closest).
Interest on all Buyer’s Credit is payable in half yearly installments at Libor plus 200
bps
Buyer’s 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 October’ 2014 (being farthest) and November’ 2012 (being closest).
Interest on all Buyer’s Credit is payable in half yearly installments ranging from Libor
plus 185 bps to Libor plus 350 bps
Buyer’s credit has been repaid during the year.
62
v) Buyer’s credit of ` 6,432 lacs (previous year ` 11,564 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 38e) .
c) Vehicle loans
Vehicle loans from banks and others are secured by way of hypothecation of
vehicles.
d) The Company did not have any continuing defaults as on the balance sheet date in
repayment of loans and interests.
Buyer’s credit comprises of several loan transactions ranging between 2.5 to
3 years of maturities. Whole amount is repayable in the period by June’ 2012.
Interest on all Buyer’s Credit is payable in half yearly installments and is based on
s|x months ||bor p|us 2% p.a.
i) Balance aggregating `2.20 lacs as at reporting date is repayable in 15 equated
monthly installments
ii) Balance aggregating `0.48 lac as at reporting date is repayable in 4 equated
monthly installments
iii) Balance aggregating `4.84 lacs as at reporting date is repayable in 19 equated
monthly installments
iv) Balance aggregating `0.27 lac as at reporting date is repayable in 3 equated
monthly installments
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
63
6 . Other long-term liabilities
Others:
Income received in advances
Money received against partly paid up shares
Less: amount disclosed under the head “other current liabilities” (refer to note 10)
7 . Long-term provisions
Prov|s|on for emp|oyee benefts
- Gratuity
- Vacation pay
Less: amount disclosed under the head short-term provisions (refer to note 11)
8 . Short-term borrowings
Secured loans
Loans repayable on demand
- Cash credit from banks
Other loans
- Short term loans from bank
Unsecured loans
Loan from a related party [refer to note 38 d)], repayable on demand
Footnotes:
a) Nature of security
|} Oash cred|t from banks |s secured by par| passu frst charge on the movab|e and
|mmovab|e fxed assets and current assets of the Oompany.
ii) Short-term loans from bank are 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 accessor|es etc., book debts, operat|ng cash fows, rece|vab|es,
commissions, revenue and on all intangible assets, including but not limited to
goodwill and uncalled capital, if any, of the Company.
b) The Company did not have any defaults as on the balance sheet date in repayment
of loans and interests.
9 . Trade payables
Sundry creditors
- Outstanding towards micro and small enterprises
- Others
The Company does not have any outstanding dues towards micro and small
enterprises, based on information available
10 . Other current liabilities
Current maturities of long-term borrowings (also refer note 5)
Interest accrued but not due on borrowings
Income received in advance (also refer note 6)
Other payables
- Statutory dues
- Accrued loss on forward contracts
- Advances/ deposits received
- Book overdraft
- Commission accrued
- Employees’ reimbursements
- Ored|tors for fxed assets
- Other creditors
11 . Short-term provisions
Prov|s|on for emp|oyee benefts (refer to note 7}
- Gratuity (refer to note 36)
- Vacation pay
Other provisions
-Regulatory dues (refer to note 40)
As at As at As at As at
31 March 2012 31 March 2011 31 March 2012 31 March 2011
Non current Current
17,702 20,338 30,148 38,527
282 289 - -
17,984 20,627 30,148 38,527
- - 30,148 38,527
17,984 20,627 - -
As at As at As at As at
31 March 2012 31 March 2011 31 March 2012 31 March 2011
Non current Current
654 414 6 12
398 302 11 10
1,052 716 17 22
- - 17 22
1,052 716 - -
As at As at
31 March 2012 31 March 2011
2,000 -
5,000 -
12,500 -
19,500 -
Terms of repayments
Payable on demand
Payab|e on matur|ty a|ong w|th |nterest at the rate of 12.50% pa.
As at As at
31 March 2012 31 March 2011
- -
7,949 22,909
7,949 22,909
As at As at
31 March 2012 31 March 2011
18,593 42,774
703 392
30,148 38,527
2,343 4,778
- 518
6,947 4,315
2,209 999
1,408 1,974
192 204
8,083 22,486
4,799 4,338
75,425 121,305
As at As at
31 March 2012 31 March 2011
6 12
11 10
48,917 31,974
48,934 31,996
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
64
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
12.1 . Fixed Assets - Tangible assets
As at 31 March 2012
As at 31 March 2011
As at 31 March 2011
Footnotes:
i) Additions/ adjustments to gross block of consumer premises equipment (CPE) and plant and machinery and computers include loss on account of foreign exchange
æVDUVBUJPOTBNPVOUJOHUP` 2,057 lacs (previous year deletion of ` 845 lacs as gain), ` 44 lacs (previous year deletion of ` 2 lacs as gain) and nil (previous year deletion of
` 9 lacs as gain) respectively.
* ` 17,230 for the year 2011-12
** ` 4,914 for the year 2010-11
12.2 . Fixed Assets - Intangible assets
As at 31 March 2012
Particulars
Gross block Depreciation Net block
As at
31 March
2011
Additions Sa|e/
adjustments
As at
31 March
2012
Up to
31 March 2011
For the year Sa|e/
adjustment
Up to
31 March
2012
As at
31 March
2012
As at
31 March
2011
Plant and machinery 13,300 627 - 13,927 5,402 1,519 - 6,921 7,006 7,898
Consumer premises equipment
(refer to note 39 b)
212,642 56,533 - 269,175 86,440 49,062 - 135,502 133,673 126,202
Computers* 740 202 2 940 361 128 0 489 451 379
0GåDFFRVJQNFOU 171 38 - 209 34 11 - 45 164 137
'VSOJUVSFBOEåYUVSFT 206 7 1 212 36 15 1 50 162 170
Vehicles 282 (0) 32 250 82 26 3 105 145 200
Leasehold improvements 46 1 - 47 45 1 - 46 1 1
Total 227,387 57,408 35 284,760 92,400 50,762 4 143,158 141,602 134,987
Particulars
Gross block Depreciation Net block
As at
31 March
2010
Additions
Sa|e/
adjustment
As at
31 March
2011
Up to
31 March
2010
For the year
Sa|e/
adjustment
Up to
31 March
2011
As at
31 March
2011
As at
31 March
2010
Plant and machinery 14,238 3,885 4,823 13,300 4,589 1,312 499 5,402 7,898 9,649
Consumer premises equipment
(refer to note 39 b)
146,559 74,297 8,214 212,642 58,164 33,688 5,412 86,440 126,202 88,395
Computers 586 156 2 740 257 105 1 361 379 329
0GåDFFRVJQNFOUT 136 40 5 171 26 9 1 34 137 110
'VSOJUVSFBOEåYUVSFT 88 122 4 206 31 6 1 36 170 57
Vehicles 250 88 56 282 80 26 24 82 200 170
Leasehold improvements 78 - 32 46 76 1 32 45 1 2
Total 161,935 78,588 13,136 227,387 63,223 35,147 5,970 92,400 134,987 98,712
Particulars
Gross block Amortisation Net block
As at
31 March
2011
Additions
Sa|e/
adjustments
As at
31 March
2012
Up to
31 March
2011
For the year
Sa|e/
adjustment
Up to
31 March
2012
As at
31 March
2012
As at
31 March 2011
Goodwill 4,512 - - 4,512 3,835 677 - 4,512 - 677
License fees 1,174 - - 1,174 846 135 - 981 193 328
Software 2,131 89 - 2,220 1,754 226 - 1,980 240 377
Total 7,817 89 - 7,906 6,435 1,038 - 7,473 433 1,382
Particulars
Gross block Amortisation Net block
As at
31 March
2010
Additions
Sa|e/
adjustment
As at
31 March
2011
Up to
31 March
2010
For the year
Sa|e/
adjustment
Up to
31 March 2011
As at
31 March 2011
As at
31 March
2010
Goodwill 4,512 - - 4,512 2,933 902 - 3,835 677 1,579
License fees 1,174 - - 1,174 711 135 - 846 328 463
Software** 2,148 2 19 2,131 1,398 356 0 1,754 377 750
Total 7,834 2 19 7,817 5,042 1,393 0 6,435 1,382 2,792
65
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
13 . Non-current |nvestments (Unquoted|
|ong term |nvestments (at cost, un|ess spec|fed otherw|se}
Trade investments
Investments in equity instruments
In subsidiary companies (fully paid up)
Dish TV Singapore Pte Ltd.*
1 (previous year nil) equity share of one SGD fully paid up
* represent `41 (Singapore Dollor 1) as at 31 March 2012.
Integrated Subscribers Management Services Limited
Nil (previous year 150,000) equity shares of `10 each fully paid up
Others
Balance of unutilised monies raised by issue
- Oert|fcate of depos|t
Represents depos|t w|th SlOOM ||m|ted (a fnanc|a| |nst|tut|on}.
(refer to note 44)
Aggregate book value of unquoted investments
14 . Long-term loans and advances
(Unsecured and considered good, unless otherwise stated)
Capital advances
Security deposits
Others:
Prepaid expenses
Amounts/ taxes paid under protest
15 . Other non-current assets
Others:
Fixed deposits with banks with maturity period more than 12 months (refer to note 18)
16 . Inventories
Stock-in-trade (at the lower of cost and net realisable value)
-Customer premises equipment with accessories
17 . Trade receivables
(Unsecured and considered good, unless otherwise stated)
Debts outstanding for a period exceeding six months
- Considered good
- Considered doubtful
Other debts
- Considered good
Provision for doubtful debts
18 . Cash and bank balances
Cash and cash equivalents
Balances with banks :
- in current accounts #
- deposits with maturity of upto 3 months
Cheques, drafts on hand
Cash on hand
Other bank balances
- deposits with maturity of more than 3 months but upto 12 months ##
Less: amount disclosed under the head other non-current assets (refer to note 15)
As at As at
31 March 2012 31 March 2011
- -
- 15
15,000 20,000
15,000 20,015
15,000 20,015
As at As at
31 March 2012 31 March 2011
- 1,594
179 469
187 221
1,585 1,107
1,951 3,391
As at As at
31 March 2012 31 March 2011
695 1,281
695 1,281
As at As at
31 March 2012 31 March 2011
688 444
688 444
As at As at
31 March 2012 31 March 2011
521 1,254
117 30
2,340 900
2,978 2,184
(117) (30)
2,861 2,154
As at As at As at As at
31 March 2012 31 March 2011 31 March 2012 31 March 2011
Current Non Current
3,638 9,878 - -
48 17 - -
12,553 4 - -
1 6 - -
22,273 20,833 695 1,281
38,513 30,738 695 1,281
- - 695 1,281
38,513 30,738 - -
66
As at As at
31 March 2012 31 March 2011
8,703 12,426
568 1,024
4,037 2,545
1,529 1,311
6,615 10,402
531 2,069
21,983 29,777
- 58
- (58)
21,983 29,777
As at As at
31 March 2012 31 March 2011
28 190
15 23
5 88
780 -
828 301
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
19 . Short-term loans and advances
(Unsecured and considered good, unless otherwise stated)
Considered good
Loans and advances to related parties (refer to note 38 d)
Others
- Prepaid expenses
- Advances to vendors, distributors etc.
- Advance tax [net of provision ` 70 lacs (previous year ` 70 lacs)]
- Customs duty, service tax and sales tax
- Deposits
Considered doubtful
Other loans and advances
Advances to vendors, distributors, etc.
Provision for doubtful advances
20 . Other current assets
*ODPNFBDDSVFECVUOPUEVFPOåYFEEFQPTJUT
Insurance claim receivable
Unamortised premium on forward contracts
Accrued gains on forward contracts
# include ` 338 lacs (previous year ` 310 lacs ) in share call money accounts in
respect of rights issue.
## includes unutilised proceeds of GDR Issue amounting to ` 20,634 lacs (previous
year ` 17,320 lacs )
67
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
21 . Revenue from operations
Income from Direct to home (DTH) subscribers :
-Subscription revenue
-Lease rentals
Teleport services
Bandwidth charges
Sales of customer premises equipment (CPE) and accessories
Advertisement income
Other operating income
22 . Other income
Interest income from
- fxed depos|ts/ marg|n accounts
- others
Fore|gn exchange fuctuat|on
Proft on redempt|on of un|ts of mutua| funds (non trade, current}
Proft on sa|e of |nvestment (trade} |n a subs|d|ary
Liabilities written back
Miscellaneous income
23 . Changes in inventories of stock-in-trade
Opening stock
Less: Closing stock
24 . Operating expenses
Transponder lease
License fees
Uplinking charges
Programming and other costs (refer to note 50)
Entertainment tax
25 . Emp|oyee beneñts expenses
Salary, bonus and allowances
Contribution to provident and other funds
Staff welfare
Recruitment and training expenses
26 . Selling and distribution expenses
Advertisement and publicity expenses
Business promotion expenses
Commission
Customer support services
27 . Finance costs
Interest on:
-Term loans
-Buyer’s credits
-Interest on deferred payments
-Others
Fore|gn exchange fuctuat|on (net}
Other borrowing costs
For the year ended For the year ended
31 March 2012 31 March 2011
166,389 119,270
22,057 19,853
1,397 1,072
3,967 2,559
354 335
1,594 542
24 24
195,782 143,655
For the year ended For the year ended
31 March 2012 31 March 2011
3,047 2,408
362 4,930
- 732
75 357
93 -
201 358
81 19
3,859 8,804
For the year ended For the year ended
31 March 2012 31 March 2011
444 278
688 444
(244| (166|
For the year ended For the year ended
31 March 2012 31 March 2011
11,358 6,172
20,025 14,990
703 554
60,874 51,682
6,793 5,184
99,753 78,582
For the year ended For the year ended
31 March 2012 31 March 2011
6,543 5,232
402 311
76 57
77 63
7,098 5,663
For the year ended For the year ended
31 March 2012 31 March 2011
7,967 7,823
354 603
15,082 15,903
5,690 4,142
29,093 28,471
For the year ended For the year ended
31 March 2012 31 March 2011
5,857 8,181
2,078 655
- 1,447
2,968 2,514
5,099 -
1,778 2,317
17,780 15,114
68
28 . Other expenses
Electricity charges
Rent
Repairs and maintenance
- Plant and machinery
- Building
- Others
Insurance
Rates and taxes
Vehicle running
Legal and professional fees
Director’s sitting fees
Printing and stationary
Communication expenses
Travelling and conveyance
Service and hire charges
Freight, cartage and demurrage
Bad debts and balances written off
Provision for doubtful debts
-PTTPOTBMFEJTDBSEPGåYFEBTTFUT
Loss on sale/ discard of capital work in progress
Miscellaneous expenses
For the year ended For the year ended
31 March 2012 31 March 2011
361 250
533 419
210 101
45 17
144 57
39 16
44 52
12 10
1,367 945
11 12
511 607
610 529
848 610
404 266
801 1,173
163 -
41 -
- 1,710
2,823 -
542 58
9,509 6,832
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
69
29. CIF value of imports
30. Expend|ture |n fore|gn currency (accrua| bas|s|
31. Earn|ngs |n fore|gn currency (accrua| bas|s|
32. Particulars in respect of trading goods purchased for resale
Figures in brackets are for previous year
33. Compos|te Scheme of Ama|gamat|on and Arrangements ('the Scheme'|
i) Agrani Satellite Services Limited (‘ ASSL’ ), a wholly owned subsidiary of the Company, was formed to
own, establish and operate Ku band satellite system and to market and lease their bandwidth capacities.
However, due to unfavorab|e market cond|t|ons, the sate|||te bus|ness was d|scont|nued |n the fnanc|a| year
2009-10. Integrated Subscriber Management Services Limited (‘ ISMSL’ ), another wholly owned subsidiary
of the Company, was in the business of providing services on commercial basis pertaining to subscriber’s
management, including raising and collection of bills, collection and maintenance of subscriber’s information,
preparation of required reports and call centre activities.
||} ln order to s|mp||fy the group structure and |mprove cost effc|ency, the Board of D|rectors had approved
a Composite Scheme of Amalgamation and Arrangement between the Company, ASSL, ISMSL and their
C|ass|ñcat|on of
goods
Opening stock
Value
Purchase
Value
Sales
Value
Closing stock
Value
Customer premises
equipment with
accessories
444
(278)
737
(392)
354
(335)
688
(444)
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Components and spare parts 218 279
Capital equipments 47,926 75,505
Others 138 45
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Programming and other cost 5,589 3,246
Transponder leases 1,321 -
Professional and consultancy charges 49 59
Travelling expenses 6 7
lnterest and fnance expenses 2,078 825
Others 2 3
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Interest income 938 422
Bandwidth charges 109 223
Subscription income 585 -
Others 3 -
70
respective shareholders and creditors (‘ the Scheme’ ) at their meeting held on 11 June 2010. The Scheme
envisaged transfer of the Company’s non-DTH related business [including equity shares in ASSL and in
Agrani Convergence Limited (‘ ACL’ ), another subsidiary company], to ISMSL followed by the merger of
ASSL with ISMSL on 31 March 2010, the appointed date. As consideration for transfer of non-DTH related
business, ISMSL would issue and allot 100,000 equity shares of the face value of ` 10 each, fully paid up,
to the Company.
iii) The above Scheme was approved by the Hon’ ble High Court of Delhi, vide its Order dated 3 March 2011
and corr|gendum dated 31 March 2011 and became effect|ve on 31 March 2011 on f||ng the Order of the
Court with the Registrar of Companies, NCT of Delhi and Haryana.
iv) To give effect to the Scheme and the Order of the Hon’ ble High Court, the Company transferred its
undertaking, along with assets and liabilities as on 31 March 2010, relating to the non-DTH business to
ISMSL. In accordance with the Scheme, the excess of the book value of net assets transferred as at 31
March 2010, over the cons|derat|on rece|ved was d|rect|y adjusted |n the Genera| Reserve |n fnanc|a| year
2010-11 as under:
v} The non-DTH bus|ness, transferred as above and wh|ch was exc|uded from the fnanc|a| statements of the
Company after 31 March 2010, did not have any operations during the previous year.
vi) While the Company followed the accounting treatment prescribed in the Scheme, duly approved by the
Hon’ ble High Court of Delhi, it resulted in certain deviations as compared to the Generally Accepted
Account|ng Pr|nc|p|es (GAAP} |n lnd|a. Had the Oompany fo||owed the GAAP, the |mpa|rment of fxed
assets/ diminution in the value of investment [in accordance with Accounting Standard (‘ AS’ ) 28 and AS 13
respect|ve|y| wou|d have been recogn|sed |n the Proft and |oss Account of the fnanc|a| year 2009-10 and,
accord|ng|y, |oss for the year 2009-10 and the deb|t ba|ance |n the Proft and |oss Account as at 31 March
2010 would have been higher by ` 17,435 lacs.
S|nce the aforesa|d |mpa|rment of fxed assets/ d|m|nut|on |n the va|ue of |nvestment was not recogn|sed |n
the previous year as a prior period item, which together with the impact of the transfer of other net assets/
liabilities in the previous year, net of consideration received, was adjusted in General Reserve directly, the loss
for the prev|ous year and the deb|t ba|ance |n the Proft and |oss Account at the end of the prev|ous year
was lower by ` 15,110 lacs. However, on implementation of the Scheme, the above net loss stands adjusted
directly in the General Reserve in accordance with the accounting treatment approved in the Scheme by the
Hon’ ble High Court of Delhi
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
Particulars Amount
Fixed assets 4,324
Investments in ASSL 9,440
Advances including share application money in ASSL 3,671 17,435
Investments in ACL 1,247
Other loans and advances 12,084
Total assets 30,766
Less: liabilities
Provision for doubtful advances 12,084
Provision for diminution in the value of investment in ACL 1,247
Security deposits received 2,315
Total liabilities 15,646
Book value of net assets transferred 15,120
Consideration received by way of equity shares in ISMSL 10
Excess of book value of net assets over the consideration received, 15,110
adjusted in General Reserve
71
34. i) Further to enhance the focus of the Company on core Direct to Home (DTH) operations and to capitalize the
growth prospects of DTH industry, the Company divested its entire investment on 1 June 2011 in ISMSL
and recorded proft on sa|e of such |nvestment amount|ng to ` 93 lacs in other income.
ii) During the year, Dish TV Singapore Pte. Ltd. was incorporated on 6 October 2011 as a wholly owned
subsidiary of the Company under the laws of Singapore to provide DTH related services.
iii) During the year upon inter-se transfer of shares between the Promoters, with effect from 26 December 2011
the Company has become a subsidiary of Dhaka Warriors Sports Private Limited.
iv) Since April 1, 2010 the new CAS activity was undertaken by the Company. However, the Viewing Cards
(VC) activated prior to that date are being serviced by ISMSL (now a part of Cyquator Media Services Private
Limited, refer to as Cyquator).
With a desire to consolidate all the operations of the CAS division, the Company on 31 May 2011, acquired
the CAS division of ISMSL (now Cyquator) as a going concern at a value as under:-
35. Emp|oyee stock opt|on p|an (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
opt|ons, w|th 20% vest|ng each year. Once the opt|ons vest as per the Scheme, they wou|d be exerc|sab|e
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
account|ng of the above opt|ons, there |s no charge |n the Statement of Proft and |oss.
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
Particulars Amount
Fixed assets-VC cards 5,185
Receivables 123
5,308
Less
ayables for VC cards (Conax) 935Net amount adjusted from the payable balance 4,373
72
The activity relating to the options granted and movements therein are set out below:
The following table summarizes information on the share options outstanding as of 31 March 2012:
The following table summarizes information on the share options outstanding as of 31 March 2011:
* re-priced as per Shareholders’ approval on 28 August 2008. Refer note above
# on a weighted average basis.
36. D|sc|osure pursuant to Account|ng Standard 15 on "Emp|oyee Beneñts"
Deñned contr|but|on p|ans
An amount of ` 360 lacs (previous year ` 277 lacs) and ` 6 lacs (previous year ` 6 lacs) for the year, have
been recognized as expenses in respect of the Company’s contributions to Provident Fund and Employee’s
State Insurance Fund respectively, deposited with the government authorities and have been included under
PQFSBUJOHBOEPUIFSFYQFOEJUVSFJOUIF4UBUFNFOUPG1SPåUBOE-PTT
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Options outstanding at the beginning of the year 2,293,220 2,054,300
Add: Options granted 125,000 1,038,300
Less: Exercised 447,340 557,060
Less: Lapsed 191,700 242,320
Options outstanding at the end of the year 1,779,180 2,293,220
Particulars Date of grant Number of shares Remaining Exercise price
remaining out of options contractual life
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#
Particulars Date of grant Number of shares Remaining Exercise price
remaining out of options contractual life
Lot 1 21 August 2007 714,040 6.39 37.55*
Lot 2 24 April 2008 - - -
Lot 3 28 August 2008 30,000 7.41 37.55*
Lot 4 28 May 2009 361,100 8.16 47.65
Lot 5 27 October 2009 149,780 8.58 41.45
Lot 6 26 October 2010 201,250 9.57 57.90
Lot 7 21 January 2011 837,050 9.81 58.95
Options outstanding at the end of the year 2,293,220 8.35# 48.99#
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
73
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Changes in present value of obligation
Present value of obligation as at the beginning of the year 426 310
Interest cost 36 25
Current service cost 191 131
Benefts pa|d (9} (5}
Actuarial (gain)/ loss on obligation 16 (35)
Present value of obligation as at end of the year 660 426
Short term 6 12
Long term 654 414
660 426
Deñned beneñt p|ans
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 Company’s Scheme, whichever is more
benefc|a|.The fo||ow|ng tab|e sets forth the status of the gratu|ty p|an of the Oompany and the amounts recogn|sed
|n the Ba|ance Sheet and Statement of Proft and |oss:
The principal assumptions used in determining gratuity for the Company’s plans are shown below:
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.
Sa|ary esca|at|on rate: The est|mates of sa|ary |ncreases, cons|dered |n actuar|a| va|uat|on, take account of |nfat|on,
promotion and other relevant factors.
Particulars As at As at
31 March 2012 31 March 2011
Discount rate 8.50 8.00
Salary escalation rate (per annum) 11.00 10.00
Withdrawal rates
Age- Üpto 30 years 13% 13%
31-44 years 2% 2%
Above 44 years 1% 1%
Mortality rate LIC (1994 - 96) LIC (1994 - 96) duly
mod|fed
Particulars As at As at
31 March 2012 31 March 2011
Expenses recogn|zed |n the Statement of Proft and |oss
Current service cost 191 131
lnterest cost on beneft ob||gat|on 36 25
Net actuarial (gain)/ loss recognised in the year 16 (35)
Expenses recogn|sed |n the Statement of Proñt and Loss 243 121
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
74
37. Segmental information
The Company is in the business of providing Direct to Home (‘ DTH’ ) and teleport services primarily in India. As the
Company’s business activity primarily falls within a single business and geographical segment, disclosures in terms
of Accounting Standard 17 on “Segment Reporting” are not applicable.
38. Related party disclosures
a) Related parties where control exists: Holding company:
Dhaka Warriors Sports Private Limited (with effect from 26
December 2011)
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)
Dish TV Singapore Pte Limited
Agrani Convergence Limited #
Agrani Satellite Services Limited #
(#Investments disposed of to ISMSL in pursuant to the
Scheme approved by the Hon’ ble High Court of Delhi, vide
its Order dated 3 March 2011 effective 31 March 2010)
b| Other re|ated part|es w|th whom the Company had transact|ons:.
Key management
personnel
Mr. Jawahar Lal Goel
Enterprises
over which key
management
personnel/
their relatives
IBWFTJHOJåDBOU
JOæVFODF
ASC Telecommunication Private Limited (formerly ASC Telecommunication Limited)
Asia Today Limited
Asia TV USA Limited
Churu Trading Company Private Limited
Cyquator Media Services Private Limited
Dakshin Media Gamming Solutions Private Limited
Diligent Media Corporation Limited
E-City Property Management & Services Private Limited
Essel Agro Private Limited
Essel Corporate Resources Private Limited
Essel Infraprojects Limited
Essel International Limited
Indian Cable Net Company 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
Procall Private Limited
Rama Associates Limited
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
;&&5FMFåMNT.JEEMF&BTU'[--$
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
75
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
c| Transact|ons w|th re|ated part|es:
Particular
For the year ended
31 March 2012
For the year ended
31 March 2011
Total Amount Amount for major parties Total Amount Amount for major Parties
(|| W|th key management personne| 83 81
Managerial remuneration
83 81
(||| W|th subs|d|ary compan|es
Purchase of goods and services: 1,400 7,503
Integrated Subscribers Management
Services Limited
1,398 7,503
Dish TV Singapore Pte Limited 2 -
Interest received 152 4,225
Integrated Subscribers Management
Services Limited
152 4,225
Short-term loans and advances 8,490 28,054
Integrated Subscribers Management
Services Limited
8,490 28,054
Refunds received against short-term
loans and advances given
2,122 48,632
Integrated Subscribers Management
Services Limited
2,122 48,632
Issue of equity shares - 10
Integrated Subscribers Management
Services Limited
- 10
Assets and liabilities taken over under
slump sale
Integrated Subscribers Management
Services Limited
4,373 -
- Total assets 5,308 -
- Total liabilities 935 -
Investment # -
Dish TV Singapore Pte. Limited # -
Collection on behalf of company 1,420 -
Dish TV Singapore Pte. Limited 1,420 -
Remittance received out of collection
on behalf of company
747 -
Dish TV Singapore Pte. Limited 747 -
76
Particular For the year ended
31 March 2012
For the year ended
31 March 2011
Total Amount Amount for
major parties
Total Amount Amount for
major parties
(|||| W|th other re|ated part|es:
Revenue from operation and other
|ncome (net of taxes|
1,541 1,180
Zee Entertainment Enterprises Limited 696 436
Zee News Limited 463 443
Zee Aakash News Private Limited 172 149
Asia Today Limited 126 130
Wire and Wireless (India) Limited 64 16
Other related parties 20 6
Purchase of goods and services 31,300 17,521
Zee Turner Limited 2,400 9,055
Zee Entertainment Enterprises Limited 4,529 4,259
ITZ Cash Card Limited 1,573 1,511
Taj Television India Private Limited 4,070 1,905
Essel Business Processes Limited (Now
merged with Cyquator Media Services
Private Limited )
4,875 -
Media Pro Enterprise India Private Limited 12,921 -
Other related parties 932 791
Rent paid 327 289
Zee Entertainment Enterprises Limited 287 253
Rama Associates Limited 32 28
Other related parties 8 8
Interest paid 4 1,447
Essel International Limited 4 1,447
Interest received 178 701
Essel Agro Private Limited - 596
ASC Telecommunication Limited 133 105
Essel Business Processes Limited (Now
merged with Cyquator Media Services
Private Limited )
45 -
Purchase of ñxed assets - 1,478
Essel International Limited - 1,431
Wire and Wireless (India) Limited - -
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
77
Particular For the year ended
31 March 2012
For the year ended
31 March 2011
Total Amount Amount for
major parties
Total Amount Amount for
major parties
Other related parties - 47
Sale of investments 108 -
Essel Corporate Resources Pvt. Ltd 108 -
Reimbursement of expenses paid 351 276
Zee Entertainment Enterprises Limited 335 224
ITZ Cash Card Limited - 43
Other related parties 16 9
Reimbursement of expenses received 3 10
Wire and Wireless (India) Limited 1 3
Zee Entertainment Enterprises Limited 1 7
Zee News Limited 1 -
Balance written Off 18 -
PAN India Network Limited 17 -
Dakshin Media Gaming Solutions Private
Limited
1 -
Short-term borrowings 12,500 -
Essel International Limited 12,500 -
Short-term loans and advances 1,429 695
ITZ Cash Card Limited 707 500
Essel Business Processes Limited (Now
merged with Cyquator Media Services
Private Limited )
610 -
Essel Agro Private Limited 101 -
Other related parties 11 195
Refunds received against short- term
loans and advances
7,324 10,961
Essel Agro Private Limited - 8,756
ITZ Cash Card Limited 821 1,990
Essel Business Processes Limited (Now
merged with Cyquator Media Services
Private Limited )
6,489 -
Other related parties 14 215
# Rs 41 (Singapore Dollar 1)
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
78
d| Ba|ance at the year end:
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
With subsidiary companies:
Investment - 15
Integrated Subscribers Management
Services Limited
- 15
Dish TV Singapore Pte Limited # -
Short term loans and advances - 7,746
Agrani Satellite Services Limited - -
Integrated Subscribers Management
Services Limited
- 7,746
Trade payables 2 -
Dish TV Singapore Pte Limited 2 -
Other rece|vab|e (co||ected on beha|f
of company|
673 -
Dish TV Singapore Pte Limited 673 -
With other related parties:
Loans and advances given 8,703 4,680
Essel Agro Private Limited 2,302 2,200
ITZ Cash Card Limited 523 579
ASC Telecommunication Private Limited 1,995 1877
Cyquator 3,882 21
Other related parties 1 3
Short-term borrowings 12,500 -
Essel International Limited 12,500 -
Trade payables 4,930 14,334
Zee Entertainment Enterprises Limited 955 1,412
Zee Turner Limited 1,758 12,693
Media Pro Enterprise India Private Limited 1,780 -
Other related parties 437 229
Particular As at
31 March 2012
As at
31 March 2011
Total Amount Amount for
major parties
Total Amount Amount for
major parties
79
# Rs 41 (Singapore Dollar 1)
e| Guarantees etc. g|ven by re|ated part|es |n respect of secured |oans:
i) As at 31 March 2012, 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 2012, corporate guarantee by Dhaka Warriors Sports Private Limited amounting to ` 20,000
lacs (Previous year ` 20,000 lacs from Churu Trading Company Private Limited). During the year corporate
guarantee of ` 20,000 lacs were released and transferred from Churu Trading Company Private Limited to
Essel Corporate Resources Private Limited which was later transferred to Cyquator Media Services Private
||m|ted and fna||y to Dhaka Warr|ors Sports Pr|vate ||m|ted
iii) As at 31 March 2012, corporate guarantee by Zee Entertainment Enterprises Limited amounting to
` 13,222 lacs (previous year ` 32,220 lacs). During the year, the guarantee of ` 18,998 lacs (previous year
` 10,840 lacs) was released. The remaining guarantee is outstanding as at the year end.
iv) As at 31 March 2012, corporate guarantee by Essel Infraprojects Limited and Rama Associates Limited
amounting to ` Nil (previous year ` 30,000 lacs), jointly and severally. During the current year the guarantee
was released.
v) As at 31 March 2012 completion support undertaking from Zee Entertainment Enterprises Limited for the
buyer’s credit of ` 6,432 lacs (previous year ` 11,564 lacs).
39. Leases
(a) Obligation on operating lease:
The Oompany`s s|gn|fcant |eas|ng arrangements are |n respect of operat|ng |eases taken for offces, res|dent|a|
premises, transponder, etc. These leases are generally cancellable operating lease agreements that are
renewable on a periodic basis at the option of both the lessee and the lessor except in case of leases for
offce prem|ses wh|ch are non-cance||ab|e |eases. The |n|t|a| tenure of the |ease genera||y |s for 11 months to
51 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 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
Particular As at 31 March 2012 As at 31 March 2011
Total Amount Amount for
major parties
Total Amount Amount for
major parties
Trade receivables 685 1,194
Asia Today Limited 96 277
Zee News Limited 200 337
Zee Entertainment Enterprises Limited 44 160
Dakshin Media Gaming Solution Private
Limited
148 268
Wire and Wireless (India) Limited 197 142
Zee Aakash News Private Limited - 10
80
M|n|mum |ease payments for non-cance||ab|e operat|ng |eases |n respect of offce prem|ses:
b| Assets g|ven under operat|ng |ease:
The Company has leased out assets by way of operating lease. The gross book value of such assets at the end of
the year, its accumulated depreciation and depreciation for the year are as given below:
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 agreement are
as follows:
The life of the Consumer Premises Equipment (CPE) for the purposes of depreciation has been estimated by the
management as fve years. However, |n certa|n cases, the one-t|me advance contr|but|ons towards the OPEs |n the
form of rentals are recognised as revenue over a period of three years. The Company is in the process of streamlin-
ing the above practices.
40. 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
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Lease rental charges during the year (net of shared cost) 12,162 7,145
Sub-lease payment received (being shared cost) 669 596
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Within one year - 13
|ater than one year and not |ater than fve years - -
|ater than fve years - -
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Gross value of assets 269,176 212,643
Accumulated depreciation 135,502 86,440
Net block 133,674 126,203
Depreciation for the year 49,062 33,688
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Lease rental income recognised during the year 22,057 19,853
Total future Total future
minimum lease minimum lease
Particular rentals receivable as rentals receivable as
on 31 March 2012 on 31 March 2011
Within one year 13,827 18,155
|ater than one year and not |ater than fve years 8,655 14,288
|ater than fve years - -
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
81
considering the terms and conditions of the License given by the Regulatory Authority.
Prov|s|on for regu|atory dues (|nc|ud|ng |nterest|
The outfow of econom|c benefts w|th regard to the d|sputed port|on wou|d be dependent on the fna| dec|s|on by
the Regulatory Authority.
41. Auditors’ remunerations
42. Earnings per share
Reconciliation of basic and diluted shares used in computing earnings per share
Since the Company had losses during the current year and previous year, the basic and diluted earnings per share
are the same.
43. Deferred tax assets
Components of deferred tax asset:
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Opening provision 31,974 17,504
Add: Created during the year 22,637 16,470
Less: Utilised during the year 5,694 2,000
Closing provision 48,917 31,974
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Auditors 25 16
Other services 38 42
Reimbursement of expenses 3 1
Total 66 59
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Loss for the year attributable to equity shareholders (in ` lacs) 15,885 18,969
Number of shares considered as weighted 1,063,307,540 1,062,602,469
average shares outstanding for computing
basic earnings per share
Nominal value per share (in `) 1 1
Basic and diluted loss per share (in `) 1.49 1.79
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Deferred tax assets on account of:
-Depreciation 15,651 10,469
-Unabsorbed depreciation and tax losses 35,610 41,105
-Prov|s|on for vacat|on pay and ret|rement beneft prov|s|on 347 245
-Demerger expenses as per section 35DD 5 1
-Provision for doubtful debts and advances 38 10
-Unrealised Foreign exchange loss 1,467 -
Deferred tax assets 53,118 51,830
Recogn|sed |n the ñnanc|a| statement - -
82
In the absence of virtual certainty of realisation in future, deferred tax assets have not been recognized.
44. Rights issue
(a} The Oompany dur|ng the fnanc|a| year ended 31 March 2009 |ssued 518,149,592 equ|ty 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:
*Shareho|ders are ent|t|ed to make the ca|| payment after due date w|th s|mp|e |nterest @ 8% p.a.
Üpto the fnanc|a| year ended 31 March 2012, the Oompany has rece|ved ` 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; ` 41,399 lacs (previous year ` 41,375 |acs} towards the frst ca|| money on 517,489,670 (prev|ous year
517,182,339) equity shares; and ` 41,234 lacs (previous years ` 41,209 |acs} towards the second and fna| ca||
money on 515,427,157 (previous year 515,113,693) equity shares.
The Company has also received ` 282 lacs (previous year ` 289 |acs} towards frst ca|| and/ or second and fna| ca||.
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 uses aggregating to ` 98,673 lacs (previous year
` 93,672 lacs) is as under. The monitoring agency, IDBI Bank Limited, has issued its report dated 13 January 2012
on utilization of the Rights Issue proceeds upto 31 December 2011.
Particulars Total amount
due (per
share| (` |
Towards face
va|ue (per
share|(` |
Towards securi-
ties premium
(per share| (` |
Total
amount
(` | (|acs|
Due on (from the
date of allotment,
at the option of
the Company|
Date of making
the Call
On applica-
tion
6.00 0.50 5.50 31,089 Along with applica-
tion
Not applicable
On frst ca|| 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, pay-
able on or before
31 July 2009*
On second
and fna|
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 1
March 2010*
Total 22.00 1.00 21.00 113,993
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
83
The details of utilisation of Rights Issue proceeds by the Company, on an overall basis, is as below:
45. Issue of G|oba| Depos|tory Rece|pts (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 represent-
ing 1000 fully paid equity shares. The pricing of the GDR as per the pricing formula prescribed under For-
eign 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 23 November
2009.
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 Com-
mittee 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 GDR’s are listed at the Luxembourg
Stock Exchange.
The details of utilisation of GDR proceed by the Company, on an overall basis, is as below:
Particulars Upto Upto
31 March 2012 31 March 2011
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 19,407 14,406
Acquisition of Consumer Premises Equipment (CPE) 26,000 26,000
Right issue expenses 545 545
Tota| money ut|||sed (A| 98,673 93,672
Unutilised amount lying with:-
Oert|fcate of depos|t w|th a fnanc|a| |nst|tut|on 15,000 20,000
Balance in current account 49 1
Tota| unut|||sed money (B| 15,049 20,001
Tota| (A+B| 113,722 113,673
Particulars Upto Upto
31 March 2012 31 March 2011
Amount utilized
Acqu|s|t|on of fxed assets |nc|ud|ng OPEs 7,670 7,353
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, 21,065 20,679
bank charges and exchange fuctuat|on
Total 29,891 29,188
Less: interest earned (440) (423)
Tota| (A| 29,451 28,765
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
84
Particulars Upto Upto
31 March 2012 31 March 2011
Unutilised amount lying with:
lnvestments |n fxed depos|t/ marg|n money - 500
Ba|ance w|th other bank |n fxed depos|t/
margin money in foreign currency 20,634 17,320
Tota| (B| 20,634 17,820
Tota| (A+B| 50,085 46,585
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Expenses
Interest expense - 99
Total expenses - 99
46. Prior period income and expenses
47.
Foreign currency transactions
a} ln accordance w|th the Account|ng Standard 11 (AS-11} and re|ated not|fcat|ons, the fore|gn currency
exchange loss of ` 2,101 lacs has been adjusted (previous year foreign currency exchange gain of ` 856
|acs} |n the va|ue of fxed assets and `154 lacs (previous year foreign currency exchange gain of Rs 30 lacs)
in the capital work in progress.
b) i) The Company has outstanding forward contracts of US Dollars 126 lacs (previous year US Dollar 429 lacs)
at fxed amount of ` 5,652 lacs (` 19,660 lacs) which will be settled at future date. The purposes of these
derivative contracts are for repayment of loans of US Dollar 126 lacs.
ii) Foreign currency transactions outstanding as on balance sheet date that are not hedged by derivative
instruments or otherwise are as under:
* SGD 5,000
Particular As at 31 March 2012 As at 31 March 2011
Amount in USD Amount in SGD Amount in ` Amount in USD Amount in SGD Amount in `
Balances with bank 403 - 20,634 388 - 17,320
Receivables 13 - 687 33 - 1,452
Loans and borrowings 1,763 - 90,171 791 - 35,312
Trade Payable 98 -* 5,035 210 - 9,378
85
48. Supplementary statutory information required to be given pursuant to Clause 32 of the Listing Agreement,
in respect of loans and advances given:
49. Contingent liabilities and commitments
a| Cont|ngent ||ab|||t|es
b| Comm|tments
Name of the enterprise Balance as at 31
March 2012
Maximum Out-
standing during the
year 2011-12
Balance as at 31
March 2011
Maximum Outstanding
during the year 2010-11
Loans and Advances (|n-
cluding advance against
share application
money| to subs|d|ar|es
Agrani Satellite Services
Limited
- - - 24,214
Integrated Subscriber Man-
agement Services Limited
- 17,087 7,746 37,115
Loans and advances
given to companies
in which directors are
interested
Rama Associate Limited - 3 3 12
Loans and advances,
where there is no repay-
ment schedule
Essel Agro Private Limited 2,302 2,302 2,200 10,956
ASC Telecommunication
Private Limited
1,995 1,995 1,876 1,876
Cyquator 3,883 10,019 - -
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Claim against the Company not acknowledged as debt 483 483
Income-tax Act, 1961(refer note 49c) 2,652 4,056
Sales Tax and Value Added Tax demands 1,169 1,099
Indian Customs Act, 1962 795 1,494
Finance Act,1994 (Service tax case) 167 -
Wealth Tax Act,1957 1 -
Entertainment tax demands (refer note 49d) 1,244 1,182
Legal cases including customers against the Company Unascertained Unascertained
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Estimated amount of contracts 19,343 34,699
remaining to be executed
on capital account
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
86
c) During the previous year, the Company received a demand notice for income tax and interest thereon aggregating ` 4,056
lacs in relation to an earlier year. During the current year the Company received stay order on demand of ` 4,056 lacs,
depositing ` 400 lacs till disposal of appeal or 31 July 2012, whichever is earlier. Further, the assessing authority has
reduced the demand to ` 2,642 |acs on the bas|s of app||cat|on for rect|fcat|on f|ed by the Oompany. The matter perta|ns
to alleged short deduction of tax at source on certain payments and interest thereon for delayed period. The Company
has d|sputed the |ssue and has f|ed an appea| aga|nst the abovesa|d demand w|th the tax author|t|es. The Oompany,
supported by a |ega| v|ew |n the matter, |s of the v|ew that no prov|s|on |s necessary t||| the d|spute |s fna||y conc|uded by
the appropriate authorities.
d) 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.
50. Dur|ng the year, the Oompany m|grated from the fxed fee agreement w|th ESPN Software lnd|a Pr|vate ||m|ted (ESS} to a
Reference Interconnect Offer (RIO) based agreement for its content fees. Upon refusal by the ESS to migrate, the Company has
approached the Telecom Dispute Settlement Appellate Tribunal (TDSAT). The TDSAT, vide its judgement dated 10 April 2012, has
allowed the Company to pay the content fees to ESS w.e.f. 1 September 2011 on the basis of RIO rates published by ESS and
also allowed the Company a refund of any amount representing the difference between the amount paid by the Company as per
the fxed fee agreement and the amount payab|e under the RlO rates w.e.f. 1 September 2011. Though ESS has f|ed a spec|a|
leave petition against the above order before the Supreme Court after the year end, the company in lieu of the order of the TDSAT
has exercised its right to claim the above refund of the balance amount and/ or adjust the same from the monthly content fee
payable to ESS. The content charges aggregative ` 1,710 lacs with respect to the above party have accordingly been adjusted.
51. The fnanc|a| statements for the year ended 31 March 2011 had been prepared as per the then app||cab|e, pre-rev|sed Schedu|e
vl to the Oompan|es Act, 1956. Oonsequent to the not|fcat|on of rev|sed schedu|e vl under the Oompan|es Act, 1956, the
fnanc|a| statements for the year ended 31 March 2012 are prepared as per the rev|sed schedu|e vl. Accord|ng|y, the prev|ous year
fgures have a|so been rec|ass|fed to conform to th|s year`s c|ass|fcat|on. The adopt|on of rev|sed schedu|e vl for the prev|ous year
fgures does not |mpact recogn|t|on and measurement pr|nc|p|es fo||owed for preparat|on of fnanc|a| statements. The fo||ow|ng |s
a summary of s|gn|fcant effects that rev|sed schedu|e vl has pr|mar||y on presentat|on of Ba|ance Sheet of the Oompany as at 31
March 2011:
As per pre-revised schedule VI As per-revised schedule VI
Particulars Amount Amount Particulars
Deb|t ba|ance |n proft and |oss
account (shown under applica-
tion of funds)
159,344 159,344 Shown under reserves and surplus
Secured loans 107,628 64,853 Shown as long-term borrowing
42,775 Shown under other current liabilities
Current liabilities
Sundry creditors (other than
micro and small enterprises)
Book overdraft
Advance revenue/ deposits
received
Advance share call money
pending adjustment
Interest accrued but not due
54,555
999
63,180
289
392
22,909
29,002
2,644
999
42,842
20,338
289
392
Shown as trade payables
Shown under other current liabilities
Shown under short-term provisions
Shown under other current liabilities
Shown under other current liabilities
Shown under other long-term liabilities
Shown under other long-term liabilities
Shown under other current liabilities
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
87
As per pre-revised schedule VI As per-revised schedule VI
Particulars Amount Amount Particulars
Other liabilities
Forward cover payable on deriva-
tives
Provisions
Regulatory dues
3FUJSFNFOUCFOFåUT
Wealth Tax
4,778
518
29,329
738
1
4,778
518
29,329
716
22
1
Shown under other current liabilities
Shown under other current liabilities
Shown under short-term provisions
Shown under long-term provisions
Shown under short-term provisions
Shown under other current liabilities
Fixed Assets
Capital work-in-process including
capital advances
45,803 44,209
1,594
Shown as capital work-in-progress
Shown under long term loans and advances
as capital advances
Cash and bank balances
Fixed deposits/ margin accounts 22,131 20,833
1,281
17
Shown under other bank balances
Shown under other non-current assets
Shown under cash and cash equivalent
Other current assets 190 190 Shown under other current assets
Loans and advances
Considered good
Loans and advances to subsidiary
companies
Advances recoverable in cash or
in kind or for value to be received
Balances with customs, excise
and sales tax authorities
Advance tax
Loans to body corporate
7,746
6,905
10,402
1,311
1,676
7,746
6,573
221
111
10,402
1,311
1,676
Shown under short-term loans and advances
Shown under short-term loans and advances
Shown under long-term loans and advances
Shown under other current assets
Shown under short-term loans and advances
Shown under short-term loans and advances
Shown under short-term loans and advances
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
88
As per pre-revised schedule VI As per-revised schedule VI
Particulars Amount Amount Particulars
Deposits with government au-
thorities
Deposits others
1,215
2,430
1,576
2,069
Shown under long-term loans and advances
Shown under short-term loans and advances
Considered doubtful
Advances recoverable in cash or
in kind or for value to be received
Provision for doubtful advances
58
(58)
58
(58)
Shown under loans and advances
Shown under loans and advances
Per our report attached to the balance sheet
For B S R & Co. For and on behalf of Board of Directors of
Chartered Accountants Dish TV India Limited
Firm Registration No.: 101248W
Kaushal Kishore Jawahar Lal Goel B. D. Narang
Partner Managing Director Director
Membership No.: 090075
Rajeev K. Dalmia Ranjit Singh
$IJFG'JOBODJBM0GåDFS $PNQBOZ4FDSFUBSZ
Place: Gurgaon Place: Noida
Date: 16 May 2012 Date: 16 May 2012
Notes to the financial
statements for the year ended 31 March 2012
(A|| amounts |n Rs. |acs, un|ess stated otherw|se|
CONSOLIDATED
FINANCIAL SECTION
90
AUDITORS' REPORT
Auditors’ report to the Board of Directors of Dish TV
*OEJB-JNJUFEPOUIFDPOTPMJEBUFEæOBODJBMTUBUFNFOUT
of Dish TV India Limited and its subsidiary
1 We have audited the attached Consolidated
Balance Sheet of Dish TV India Limited (‘ the
Company’ ) and its subsidiaries (collectively referred
to as ‘ the Group’ ) as at 31 March 2012 and also
the Oonso||dated Statement of Proft and |oss and
the Consolidated Cash Flow Statement (collectively
referred to as 'conso||dated fnanc|a| statements`}
for the year ended on that date, annexed thereto.
These conso||dated fnanc|a| statements are the
responsibility of the Company’s management. Our
responsibility is to express an opinion on these
conso||dated fnanc|a| statements based on our
audit.
2 We conducted our audit in accordance with auditing
standards generally accepted in India. Those
Standards require that we plan and perform the audit
to obtain reasonable assurance about whether the
conso||dated fnanc|a| statements are free of mater|a|
misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and
d|sc|osures |n the conso||dated fnanc|a| statements.
An audit also includes assessing the accounting
pr|nc|p|es used and s|gn|fcant est|mates made
by management, as well as evaluating the overall
conso||dated fnanc|a| statement presentat|on. We
believe that our audit provides a reasonable basis
for our opinion.
3 We d|d not aud|t the fnanc|a| statements of lntegrated
Subscribers Management Services Limited and
Dish TV Singapore Pte. Limited (the ‘ subsidiaries’ ).
The fnanc|a| statements of these subs|d|ar|es have
been audited by other auditors.
The fnanc|a| statements of lntegrated Subscr|bers
Management Services Limited (before eliminating
|ntercompany transact|ons} refect tota| revenue
of ` 1,641 lacs for the period 1 April 2011 to 31
May 2011 (i.e. the date of sale of investment in
subs|d|ary}. The fnanc|a| statements of D|sh Tv
Singapore Pte. Limited, incorporated outside India,
refect tota| assets amount|ng to ` 678 lacs as at 31
March 2012 and total revenues of ` 2 lacs for the
period then ended. 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.
4 We report that the conso||dated fnanc|a| statements
have been prepared by the Company’s management
in accordance with the requirements of Accounting
Standard (AS) 21, “Consolidated Financial
Statements” and on the basis of the separate
aud|ted fnanc|a| statements of the Oompany and |ts
subs|d|ar|es, |nc|uded |n the conso||dated fnanc|a|
statements.
5 Without qualifying our opinion, attention is invited
to note 2(b} of the attached conso||dated fnanc|a|
statements. The Group’s net worth as at the end of
the fnanc|a| year |s fu||y eroded by |ts accumu|ated
losses. However, the management has prepared the
conso||dated fnanc|a| statements assum|ng that the
Company will continue as a going concern since it
has adequate resources in the form of operating
cash fows and sanct|oned cred|t fac|||t|es from
lenders to adequately meet its obligation.
6 The life of the Consumer Premises Equipment (CPE)
for the purposes of depreciation has been estimated
by the management as fve years. However, |n certa|n
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
|mpact of wh|ch on the fnanc|a| resu|ts has not been
ascertained by the management [refer note 37(b) of
the attached conso||dated fnanc|a| statements|; and
7 During the previous year, the Company received a
demand notice for income tax and interest thereon
aggregating ` 4,056 lacs in relation to an earlier
year, though reduced to ` 2,642 lacs during the year
based on a rect|fcat|on app||cat|on f|ed. The matter
pertains to short deduction of tax at source on
certain payments and interest thereon for delayed
period. The Company has disputed the above said
demand and has f|ed an appea| aga|nst the same
with the tax authorities. The Company, based on
a legal view obtained in the matter, has not made
any prov|s|on |n the fnanc|a| statements and has
not assessed the impact of the above position on
the subsequent years. Pend|ng fna| conc|us|on,
we are unable to comment on the matter and its
91
consequent |mpact on the conso||dated fnanc|a|
statements. [refer note 43(C) of the attached
conso||dated fnanc|a| statements|
Subject to our comments in paragraphs 6 and
7 above, the impact of which has not been
ascertained, based on our audit, and to the best of
our information and according to the explanations
given to us, and on consideration of report of other
aud|tor on separate fnanc|a| statements of the
subs|d|ar|es, |n our op|n|on the conso||dated fnanc|a|
statements give a true and fair view in conformity
with the accounting principles generally accepted in
India, in the case of:
(i) the Consolidated Balance Sheet, of the state
of affairs of the Group as at 31 March 2012;
(||} the Oonso||dated Statement of Proft and
Loss, of the loss of the Group for the year
ended on that date; and
(iii) the Consolidated Cash Flow Statement,
of the cash fows of the Group for the year
ended on that date.
For B S R & Co.
Chartered Accountants
Firm Registration No: 101248 W
Kaushal Kishore
Partner
Membership No.: 090075
Place: Gurgaon
Date: 16 May 2012
92
'Consolidated Balance Sheet as
at 31 March 2012
(A|| amounts |n ` |acs, un|ess stated otherw|se|
Note No.
EQUITY AND LIABILITIES
Shareholders’ funds
(a) Share capital 3
(b) Reserves and surplus 4
Non-current liabilities
(a) Long-term borrowings 5
(b) Other long term liabilities 6
(c) Long-term provisions 7
Current liabilities
(a) Short-term borrowings 8
(b) Trade payables 9
(c) Other current liabilities 10
(d) Short-term provisions 11
Total
ASSETS
Non-current assets
(a) Fixed assets
(i) Tangible assets 12.1
(ii) Intangible assets 12.2
(iii) Capital work-in-progress
(b) Non-current investments 13
(c) Long-term loans and advances 14
(d) Other non-current assets 15
Current assets
(a) Inventories 16
(b) Trade receivables 17
(c) Cash and bank balances 18
(d) Short-term loans and advances 19
(e) Other current assets 20
Total
S|gn|ñcant account|ng po||c|es 2
The accompany|ng notes (1 to 45} form an |ntegra| part of the conso||dated fnanc|a| statements.
As per our report attached.
As at As at
31 March 2012 31 March 2011
10,636 10,630
(20,022) (6,930)
(9,386| 3,700
101,935 64,853
17,984 20,627
1,052 841
120,971 86,321
19,500 -
7,947 24,973
75,432 125,301
48,934 32,016
151,813 182,290
263,398 272,311
141,602 140,528
433 3,843
38,841 44,209
180,876 188,580
15,000 20,000
1,951 3,391
695 1,282
17,646 24,673
688 444
2,861 2,265
39,189 32,569
21,310 23,479
828 301
64,876 59,058
263,398 272,311
For B S R & Co. For and on behalf of t he Board of Direct ors of DISH TV INDIA LIMITED
Chartered Accountants
Firm Registration No. 101248W
Kaushal Kishore Jawahar Lal Goel B. D. Narang
Partner Managing Director Director
Membership No. 090075
Rajeev K. Dalmia Ranjit Singh
Oh|ef F|nanc|a| Offcer Oompany Secretary
Place : Gurgaon Place : Noida
Dated : 16 May 2012 Dated : 16 May 2012
93
Consolidated Statement of Profit and Loss for the
year ended 31 March 2012
(A|| amounts |n ` |acs, un|ess stated otherw|se|
For the year ended For the year ended
Note No. 31 March 2012 31 March 2011
Income
Revenue from operations 21 195,793 143,666
Other income 22 7,071 12,262
Total revenue 202,864 155,928
Expenses
Purchases of stock-in-trade 737 392
Changes in inventories of stock-in-trade 23 (244) (166)
Operating expenses 24 99,715 78,383
Emp|oyee benefts expense 25 7,481 7,609
Selling and distribution expenses 26 28,451 25,718
Finance costs 27 17,799 15,339
Depreciation and amortization expense 12.1 and 12.2 52,185 39,955
Other expenses 28 10,054 7,926
Total expenses 216,178 175,156
Loss before tax 13,314 19,228
Tax expense:
- Excess provision in earlier years written back - (29)
Loss for the year 13,314 19,199
Basic and diluted loss per equity share (in `) 1.25 1.81
(Face value of ` 1 each) (refer to note 39)
S|gn|ñcant account|ng po||c|es 2
The accompany|ng notes (1 to 45} form an |ntegra| part of the conso||dated fnanc|a| statements.
As per our report attached to the balance sheet.
For B S R & Co. For and on behalf of the Board of Directors of DISH TV INDIA LIMITED
Chartered Accountants
Firm Registration No. 101248W
Kaushal Kishore Jawahar Lal Goel B. D. Narang
Partner Managing Director Director
Membership No. 090075
Rajeev K. Dalmia Ranjit Singh
Oh|ef F|nanc|a| Offcer Oompany Secretary
Place : Gurgaon Place : Noida
Dated : 16 May 2012 Dated : 16 May 2012
94
Consolidated CASH FLOW STATEMENT for the
year ended 31 March 2012
(A|| amounts |n ` |acs, un|ess stated otherw|se|
For the year ended For the year ended
31 March 2012 31 March 2011
A. Cash ñows from operat|ng act|v|t|es
Net loss before tax (13,314) (19,228)
Adjustments for :
Depreciation and amortisation expense 52,185 39,955
|oss on sa|e/ d|scard of fxed assets and cap|ta| work-|n-progress 3,156 1,726
Proft on sa|e of |nvestment |n subs|d|ary (3,225} (1,849}
Proft on redempt|on of un|ts of mutua| funds (non trade, current} (75} (357}
Fore|gn exchange fuctuat|on (net} 4,503 378
Amount written back (13) -
Provision for marked to market loss on derivatives - 124
Miscellaneous income (2) (311)
Interest expenses 11,071 13,020
Interest incomes (3,626) (8,586)
Operat|ng proñt before fo||ow|ng adjustments 50,660 24,872
(Increase) in inventories (244) (166)
(Increase)/ decrease in trade receivables (599) 1,239
(Increase) in long-term loans and advances (154) (691)
Decrease in short-term loans and advances and other current assets 1,005 53,885
(Increase) in other long-term liabilities and provisions (2,306) (331)
(Increase) in trade payables, other short-term liabilities (7,472) (37,917)
Cash generated from operations 40,890 40,891
Income taxes paid (157) 1,408
Net cash ñow from operat|ng act|v|t|es 41,047 39,483
B. Cash ñows from |nvest|ng act|v|t|es
Purchases of fxed assets (|nc|ud|ng cap|ta| work |n progress and cap|ta| advances} (65,526} (100,521}
Proceeds from sa|e of fxed assets 5,211 19
Purchases of investments (34,300) (59,241)
Proceeds from sale of investments 39,375 75,208
Sale of investment in subsidiary 108 0
Loan given to body corporates (11) (79)
Refund of loans given to body corporates 11 8,756
Movements |n fxed depos|ts hav|ng matur|ty of more than 3 months 1,694 3,201
Interest received 3,489 8,368
Net Cash ñow used |n |nvest|ng act|v|t|es (49,949| (64,289|
C. Cash ñows from ñnanc|ng act|v|t|es
Interest paid (7,836) (11,518)
Proceeds from issue of capital / call money received 228 326
Advance call money on shares (7) 234
Proceeds from long term borrowings (excluding vehicle loans) 45,576 35,788
Repayments of long term borrowings (excluding vehicle loans) (43,247) (18,253)
Repayment of vehicle loans (8) (23)
Proceeds from short term borrowings 19,532 -
Net cash ñow from ñnanc|ng act|v|t|es 14,238 6,554
D. Effect of exchange difference on translation of foreign
currency cash and cash equivalents ## 0 (0)
Net cash ñows [|ncrease/(decrease|] dur|ng the year (A+B+C+D| 5,336 (18,252)
Decrease in cash and cash equivalents on disposal of subsidiary (155) (12)
Cash and cash equ|va|ents at beg|nn|ng of the year (refer to note 18| 11,735 29,999
Cash and cash equ|va|ents at end of the year (refer to note 18| # 16,916 11,735
Cash and cash equivalents at the end of the year comprises of :
Cash on hand 1 6
Balance with banks:
- in current account 4,314 11,596
- deposits with maturity of upto 3 months 48 128
Cheques, drafts on hand 12,553 5
Total cash and cash equivalents 16,916 11,735
# include `338 lacs (previous year `310 lacs ) in share call money accounts in respect of rights issue.
## represent `3,708 as on 31 March 2012 and `14,795 as on 31 March 2011
The above conso||dated cash fow statement has been prepared under the lnd|rect method set out |n Account|ng Standard 3 'Oash F|ow Statements".
S|gn|ñcant account|ng po||c|es 2
The accompany|ng notes (1 to 45} form an |ntegra| part of the conso||dated fnanc|a| statements.
As per our report attached attached.
For B S R & Co. For and on behalf of the Board of Directors of DISH TV INDIA LIMITED
Chartered Accountants
Firm Registration No. 101248W
Kaushal Kishore Jawahar Lal Goel B. D. Narang
Partner Managing Director Director
Membership No. 090075
Rajeev K. Dalmia Ranjit Singh
Oh|ef F|nanc|a| Offcer Oompany Secretary
Place : Gurgaon Place : Noida
Dated : 16 May 2012 Dated : 16 May 2012
95
1. Background
Dish TV India Limited (‘ Dish TV’ or ‘ the Company’ or ‘ the parent company’ ) and its subsidiaries [refer to note
2(c)(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. Also refer note 29 and 30 below.
2. S|gn|ñcant account|ng po||c|es
a| Bas|s of preparat|on of conso||dated ñnanc|a| statements
The conso||dated fnanc|a| statements are prepared and presented under the h|stor|ca| cost convent|on |n
accordance with the Generally Accepted Accounting Principles (‘ GAAP’ ) in India and mandatory Accounting
Standards as spec|fed |n the Oompan|es (Account|ng Standards} Ru|es, 2006, to the extent app||cab|e, and the
presentational requirements of the Companies Act, 1956.
A|| assets and ||ab|||t|es have been c|ass|fed as current or non-current as per the Group`s norma| operat|ng
cycle and other criteria set out in the revised schedule VI to the Companies Act, 1956. Based on the nature of
products/ services and the time between the acquisition of assets for processing and their realisation in cash
and cash equivalents, the Group has ascertained its operating cycle being a period within 12 months for the
purposes of c|ass|fcat|on of assets and ||ab|||t|es as current and non-current
b| Go|ng concern
The accompany|ng conso||dated fnanc|a| statements have been prepared assum|ng the Group w||| cont|nue
as a go|ng concern. The management be||eves that |t |s appropr|ate to prepare these fnanc|a| statements on a
‘ going concern’ basis, for following reasons:-
i) The Group holds the valid DTH license from Government of India.
||} The DTH bus|ness necess|tates |ong gestat|on per|od. Be|ng frst mover, the Group has |ncurred huge cost
on estab||shment and on awareness of the product, brand bu||d|ng on a pan lnd|a bas|s, the benefts of
which will accrue in the future years.
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.
|v} The Group has reasonab|e operat|ng cash fows.
Accord|ng|y, the conso||dated fnanc|a| statements do not requ|re any adjustment as to the ba|ances carr|ed |n
the balance sheet.
c| Pr|nc|p|es of conso||dat|on
|. The conso||dated fnanc|a| statements re|ate to the parent company and |ts subs|d|ar|es. The conso||dated
fnanc|a| statements have been prepared |n accordance w|th the pr|nc|p|es and procedures for the preparat|on
and presentation as laid down under Accounting Standard 21 on “Consolidated Financial Statements” as
spec|fed |n the Oompan|es (Account|ng Standards} Ru|es, 2006.
||. The conso||dated fnanc|a| statements have been prepared on the fo||ow|ng bas|s:
a. The conso||dated fnanc|a| statements of the Oompany and |ts subs|d|ar|es have been comb|ned on a ||ne by
line basis by adding together the book values of all items of assets, liabilities, incomes and expenses after
Notes to the consolidated financial statements
for the year ended 31 March 2012
(A|| amounts |n ` |acs, un|ess stated otherw|se|
96
eliminating inter-company transactions in accordance with the Accounting Standard 21 on “Consolidated
Financial Statements”.
b. The conso||dated fnanc|a| statements have been prepared by us|ng un|form account|ng po||c|es for
s|gn|fcant transact|ons.
c. The excess/ shortfall of cost to the parent company, on the date of acquisition of its investment in
subs|d|ar|es over |ts port|on of equ|ty, as the case may be, |s recogn|sed |n the conso||dated fnanc|a|
statements as goodwill/ capital reserve.
|||. The compan|es cons|dered |n the conso||dated fnanc|a| statements are:
During current year:
$ Dish TV Singapore Pte. Limited was incorporated on 6 October 2011 as a wholly owned subsidiary of the
Company under the laws of Singapore to provide DTH related services.
^ 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 ISMSL on 31 May 2011. Accordingly,
the Oonso||dated Statement of Proft and |oss and Oonso||dated Oash F|ow Statement |nc|ude resu|ts and
cash fows re|at|ng to lSMS| for the per|od 1 Apr|| 2011 to 31 May 2011. The Oonso||dated Ba|ance Sheet
as at 31 March 2012 does not include balances of assets and liabilities of ISMSL, due to its disposal on 31
May 2011.
During previous year:
@ ASSL has been merged with ISMSL as per the Composite Scheme of Amalgamation and Arrangement
between the Company, ASSL, ISMSL and their respective shareholders and creditors (‘ the Scheme’ )
approved by the Hon’ ble High Court of Delhi (also refer to note 29).
#The investment in ACL had been transferred to ISMSL as per the Scheme (as stated above) and
subsequently disposed off to Essel Agro Private Limited, a related party (refer to note 36) for a consideration
of ` 0.01 |acs (a|so refer to notes 29 and 31}. Accord|ng|y, the Oonso||dated Statement of Proft and |oss
and Oonso||dated Oash F|ow Statement |nc|ude resu|ts and cash fows re|at|ng to AO| for the per|od 1 Apr||
2010 to 31 March 2011. The Consolidated Balance Sheet as at 31 March 2011 did not include balances of
assets and liabilities of ACL, due to its disposal on 31 March 2011
d| Use of est|mates
The preparat|on of conso||dated fnanc|a| statements |n conform|ty w|th the GAAP |n lnd|a requ|res
management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and the d|sc|osure of cont|ngent ||ab|||t|es on the date of the conso||dated fnanc|a| statements. Actua| resu|ts
cou|d d|ffer from those est|mates. Examp|es of such est|mates |nc|ude est|mated usefu| ||fe of fxed assets,
Name of the company Oountry of % shareho|d|ng as % shareho|d|ng as
incorporation at at
31 March 2012 31 March 2011
Dish TV Singapore Pte. Limited$ Singapore 100 -
Integrated Subscriber Management
Services Limited (‘ ISMSL’ )^ India - 100
Agrani Satellite Services Limited India - -
(‘ ASSL’ )@
Agrani Convergence Limited (‘ ACL’ ) # India - -
Notes to the consolidated financial statements
for the year ended 31 March 2012
(A|| amounts |n ` |acs, un|ess stated otherw|se|
97
est|mate of future ob||gat|ons under emp|oyee ret|rement benefts, etc. D|fferences between the actua|
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 current and future periods.
e| F|xed 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:
lntang|b|e assets are recogn|sed |f |t |s probab|e that the future econom|c benefts that are attr|butab|e to
the asset w||| fow to the Group and the cost of the asset can be measured re||ab|y. These assets are va|ued
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| Deprec|at|on/ amort|sat|on
Tangible assets:
Deprec|at|on on tang|b|e fxed assets, except OPEs, |s prov|ded on the stra|ght-||ne method at the rates
spec|fed |n Schedu|e ×lv of the Oompan|es Act, 1956. OPEs are deprec|ated over the|r usefu| ||fe of
fve years, as est|mated by the management [a|so refer to note 37 (b}|.OPEs that rema|n |nact|ve for a
spec|fed |ong per|od of t|me, determ|ned based on past exper|ence, are deprec|ated on acce|erated bas|s.
Corresponding lease advances in such cases are recognised as income
Leasehold land and cost of leasehold improvements are amortised over the period of lease or their useful
lives, whichever is shorter.
Assets individually costing upto ` 5,000 are fully depreciated in the year of purchase.
Intangible assets:
Goodw||| on acqu|s|t|on |s amort|sed over a per|od of fve years.
DTH license fee is amortized over the period of license and other license fees are amortized over the
management est|mate of usefu| ||fe of fve years.
Softwares are amortised on straight line method over an estimated life.
g| Impa|rment
The carrying amounts of the Group’s 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 asset’s 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
Notes to the consolidated financial statements
for the year ended 31 March 2012
(A|| amounts |n ` |acs, un|ess stated otherw|se|
98
an asset or its cash generating unit exceeds its recoverable amount. Impairment losses are recognised in
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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 asset’s 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| Borrow|ng costs
Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as
part of the cost of such assets to the extent that they relate to the period till such assets are ready to be put
to use. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended
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|| Inventor|es
Inventories of CPEs and related accessories 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 recogn|t|on
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| Fore|gn currency transact|ons 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
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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 life of asset.
Notes to the consolidated financial statements
for the year ended 31 March 2012
(A|| amounts |n ` |acs, un|ess stated otherw|se|
99
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 spec|fed |n the contract and |s amort|sed 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 d|fferences are recogn|sed |n the Oonso||dated Statement of Proft and |oss |n 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
Oonso||dated Statement of Proft and |oss. Resu|tant ga|ns, |f any, on account of mark to market are
|gnored. The Group does not ho|d or |ssue der|vat|ve fnanc|a| |nstruments for trad|ng or specu|at|ve
purposes.
|| Investments
lnvestments are c|ass|fed as |ong term or current based on the |ntent of the management at the t|me of
acquisition.
Long term investments are carried at cost. The carrying value of such investments is adjusted for other than
temporary diminution in value, where necessary. Current investments are valued at the lower of cost and
fair value.
m| Emp|oyee beneñts
|} Short-term emp|oyee benefts
A|| emp|oyee benefts payab|e who||y w|th|n twe|ve months of render|ng the serv|ce are c|ass|fed as
short-term emp|oyee benefts. Benefts such as sa|ar|es, wages, and bonus, etc., are recogn|sed |n the
Oonso||dated Statement of Proft and |oss |n the per|od |n wh|ch the emp|oyee renders the re|ated
service.
||} Post emp|oyment beneft
Defned contr|but|on p|an
The Group deposits the contributions for provident fund to the appropriate government authorities and
these contr|but|ons are recogn|sed |n the Oonso||dated Statement of Proft and |oss |n the fnanc|a| year
to which they relate.
Defned beneft p|an
The Group`s gratu|ty scheme |s a defned beneft p|an. The present va|ue of the ob||gat|on under such
Notes to the consolidated financial statements for
the year ended 31 March 2012
(A|| amounts |n ` |acs, un|ess stated otherw|se|
100
Notes to the consolidated financial statements for
the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
defned beneft p|an |s determ|ned based on actuar|a| va|uat|on carr|ed out at the end of the year by an
|ndependent actuary, us|ng the Projected Ün|t Ored|t Method, wh|ch recogn|ses each per|od of serv|ce as
g|v|ng r|se to add|t|ona| un|t of emp|oyee beneft ent|t|ement and measures each un|t separate|y to bu||d
up the fna| ob||gat|on. The ob||gat|on |s measured at the present va|ue of the est|mated future cash fows.
The d|scount rates used for determ|n|ng the present va|ue of the ob||gat|on under defned beneft p|ans, |s
based on the market y|e|ds on Government Secur|t|es for re|evant matur|ty. Actuar|a| ga|ns and |osses are
recogn|zed |mmed|ate|y |n the Oonso||dated Statement of Proft and |oss.
|||} Other |ong term emp|oyee benefts
Benefts under the Group`s |eave encashment const|tute other |ong-term emp|oyee benefts. The ||ab|||ty
|n respect of |eave encashment |s prov|ded on the bas|s of an actuar|a| va|uat|on done by an |ndependent
actuary at the year end. Actuar|a| ga|ns and |osses are recogn|sed |mmed|ate|y |n the Oonso||dated
Statement of Proft and |oss.
n) Employee stock option scheme
The Group ca|cu|ates the compensat|on cost based on the |ntr|ns|c va|ue method where|n the excess of
va|ue of under|y|ng equ|ty shares as on the date of the grant of opt|ons over the exerc|se pr|ce of the opt|ons
g|ven to emp|oyees under the emp|oyee stock opt|on schemes of the Group, |s recogn|sed as deferred
stock compensat|on cost and amort|sed over the vest|ng per|od on a graded vest|ng bas|s.
o) Leases
Operat|ng |ease
|eases where the |essor effect|ve|y reta|ns substant|a||y a|| the r|sks and benefts of ownersh|p of the |eased
asset are c|ass|fed as operat|ng |eases. Operat|ng |ease charges are recogn|sed as an expense |n the
Oonso||dated Statement of Proft and |oss on a stra|ght ||ne bas|s.
p) Earnings per share
Bas|c earn|ngs per share are ca|cu|ated by d|v|d|ng the net proft or |oss for the per|od attr|butab|e to equ|ty
shareho|ders by the we|ghted average number of equ|ty shares outstand|ng dur|ng the year.
For the purpose of ca|cu|at|ng d||uted earn|ngs per share, the net proft or |oss for the year attr|butab|e to
equ|ty shareho|ders and the we|ghted average number of shares outstand|ng dur|ng the year are adjusted
for the effects of a|| d||ut|ve potent|a| equ|ty shares.
q) Taxation
lncome tax expense compr|ses current tax and deferred tax charge or cred|t. Ourrent tax prov|s|on |s made
based on the tax ||ab|||ty computed after cons|der|ng tax a||owances and exempt|ons under the lncome
tax Act, 1961. The deferred tax charge or cred|t and the correspond|ng deferred tax ||ab|||ty and assets are
recogn|sed us|ng the tax rates that have been enacted or substant|ve|y enacted on the ba|ance sheet date.
Deferred tax assets ar|s|ng from unabsorbed deprec|at|on or carry forward |osses are recogn|sed on|y |f there
|s v|rtua| certa|nty of rea||sat|on of such amounts. Other deferred tax assets are recogn|sed on|y to the extent
there |s reasonab|e certa|nty of rea||sat|on |n future. Deferred tax assets are rev|ewed at each ba|ance sheet
date to reassess the|r rea||sab|||ty and are wr|tten down or wr|tten up to refect the amount that |s reasonab|y/
v|rtua||y certa|n, as the case may be.
r) Provisions and contingent liabilities
The Group recogn|ses a prov|s|on when there |s a present ob||gat|on as a resu|t of a past event and |t |s more ||ke|y
101
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
than not that there w||| be an outfow of resources embody|ng econom|c benefts to sett|e such ob||gat|ons
and the amount of such ob||gat|on can be re||ab|y est|mated. Prov|s|ons are not d|scounted to the|r present
va|ue and are determ|ned based on the management`s est|mat|on of the outfow requ|red to sett|e the
ob||gat|on at the ba|ance sheet date. These are rev|ewed at each ba|ance sheet date and adjusted to refect
current management est|mates.
Oont|ngent ||ab|||t|es are d|sc|osed |n respect of poss|b|e ob||gat|ons that have ar|sen from past events and
the ex|stence of wh|ch w||| be confrmed on|y by the occurrence or non-occurrence of future events, not
who||y w|th|n the contro| of the Group. Oont|ngent ||ab|||t|es are a|so d|sc|osed for the present ob||gat|ons
|n respect of wh|ch |t |s not poss|b|e that there w||| be an outfow of resources or a re||ab|e est|mate of the
amount of ob||gat|on cannot be made.
When there |s an ob||gat|on |n respect of wh|ch the ||ke||hood of outfow of resources |s remote, no prov|s|on
or d|sc|osure |s made.
102
3 . Share capital
Authorised
1,350,000,000 (prev|ous year 1,350,000,000} equ|ty shares of ` 1 each
Issued, subscribed and fully paid-up
1,061,701,440 (prev|ous year 1,060,940,636} equ|ty shares of ` 1 each, fu||y pa|d
up
Issued, subscribed, but not fully paid-up
2,722,435 (prev|ous year 3,035,899} equ|ty shares of ` 1 each, fu||y ca||ed up
(Footnote b}
|ess: ca||s |n arrears (other than from d|rectors/ offcers}
Footnotes:
a} Reconc|||at|on of the number of shares outstand|ng at the beg|nn|ng and at the end
of the year
Shares at the beg|nn|ng of the year
Add: Further |ssued dur|ng the year under Emp|oyees Stock Opt|on P|an
Shares at the end of the year
b} 2,062,513 (prev|ous year 2,068,646} equ|ty shares of ` 1 each, ` 0.75 pa|d up
659,922 (prev|ous year 967,253} equ|ty shares of ` 1 each, ` 0.50 pa|d up.
c} The Oompany has on|y one c|ass of equ|ty shares, hav|ng a par va|ue of ` 1 per
share. Each shareho|der |s e||g|b|e to one vote per fu||y pa|d equ|ty share he|d (|.e. |n
proport|on to the pa|d up shares |n equ|ty cap|ta|}. The d|v|dend proposed, |f any, by
the Board of D|rectors |s subject to approva| of shareho|ders |n the ensu|ng Annua|
Genera| Meet|ng, except |n case of |nter|m d|v|dend. The repayment of equ|ty share
cap|ta| |n the event of ||qu|dat|on and buy back of shares are poss|b|e subject to
preva|ent regu|at|ons. ln the event of ||qu|dat|on, norma||y the equ|ty shareho|ders
are e||g|b|e to rece|ve the rema|n|ng assets of the Oompany after d|str|but|on of a||
preferent|a| amounts, |n proport|on to the|r shareho|d|ng.
d} Shares he|d by u|t|mate ho|d|ng company/ ho|d|ng company
Equ|ty shares of ` 1 each, fu||y pa|d up by
- Dhaka Warr|ors Sports Pvt |td.
e} Deta||s of shareho|ders ho|d|ng more than 5% shares of the Oompany
Name
Dhaka Warr|ors Sports Pr|vate ||m|ted
Deutsche Bank Trust Oompany Amer|cas [footnote f(|||}|
veena lnvestments Pr|vate ||m|ted
Ohuru Trad|ng Oompany Pr|vate ||m|ted
Prajatma Trad|ng Oompany Pr|vate ||m|ted
f} lssued, subscr|bed and fu||y pa|d up shares |nc|ude:
|} 249,300,890 (prev|ous year 249,300,890} equ|ty shares of ` 1 each, fu||y pa|d up,
a||otted for cons|derat|on other than cash pursuant to the Scheme of Arrangement
made effect|ve from 1 Apr||, 2006.
||} 1,016,480 (prev|ous year 569,140} equ|ty shares of ` 1 each, fu||y pa|d up, |ssued
to the emp|oyees, under Emp|oyee Stock Opt|on P|an, |.e., ESOP 2007.
|||} 117,035,000 (prev|ous year 117,035,000} equ|ty shares of ` 1 each, fu||y pa|d
up, for under|y|ng 117,035 nos. (prev|ous year 117,035 nos.} G|oba| Depos|tory
Rece|pts (GDR}. Each GDR represents 1000 Equ|ty Shares of ` 1 each.
g} 4,282,228 (prev|ous year 4,282,228} equ|ty shares of ` 1 each are reserved for |ssue
under Emp|oyee Stock Opt|on P|an 2007. (refer to note 33 for terms and amount
etc.}
4 . Reserves and surplus
Securities premium account
Open|ng ba|ance
Add: rece|ved dur|ng the year
O|os|ng ba|ance
General reserves
Open|ng ba|ance
|ess: adjustment pursuant to the Oompos|te Scheme of Ama|gamat|on and
Arrangements (refer to note 29 }
O|os|ng ba|ance
%FæDJUJOUIF4UBUFNFOUPG1SPæUBOE-PTT
Open|ng ba|ance
Add: |oss for the year
O|os|ng ba|ance
As at As at
31 March 2012 31 March 2011
13,500 13,500
10,617 10,610
27 30
(8} (10}
10,636 10,630
1,063,976,535 1,063,419,475
447,340 557,060
1,064,423,875 1,063,976,535
637,212,260 -
59.86% -
As at 31 March 2012 As at 31 March 2011
Number of shares % ho|d|ng |n the Number of shares % ho|d|ng |n the
Oompany Oompany
637,212,260 59.86% - -
117,035,000 11.00% 117,035,000 11.00%
- - 223,385,943 21.00%
- - 188,450,063 17.71%
- - 169,693,575 15.95%
As at As at
31 March 2012 31 March 2011
153,140 152,823
222 317
153,362 153,140
1,849 16,959
- 15,110
1,849 1,849
(161,919} (142,720}
(13,314} (19,199}
(175,233) (161,919)
(20,022) (6,930)
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
103
5 . Long-term borrowings
Secured |oans:
From banks
Term |oans
Buyer`s cred|ts
veh|c|e |oans *
From other part|es
veh|c|e |oans
|ess: amount d|sc|osed under the head other current ||ab|||t|es (refer to note 10}
* ` 46,531 as on 31 March 2012
Footnotes:
Nature of security
a} Term |oans
|} Term |oans of ` 22,669 |acs (prev|ous year ` 25,907 |acs} |s under synd|cate Rupee
|oan Fac|||ty and |s secured by the creat|on of a frst rank|ng charge by way of mortgage
|n favor of a secur|ty trustee over a|| the |mmoveab|e assets, present and future, a
charge by way of hypothecat|on over (|} a|| the moveab|e assets, present and future;
(||} the ba|ances |y|ng |n and to the cred|t of certa|n accounts and the proceeds of any
|nvestments made out of the sa|d ba|ances; and (|||} a|| the r|ghts, t|t|e and |nterest |n
var|ous contracts, author|zat|ons, approva|s and ||censes, |nc|ud|ng the DTH ||cense
(to the extent that |t |s capab|e of be|ng charged or ass|gned} and |nsurance po||c|es.
Further an amount equa| to three months payment of pr|nc|pa| and |nterest on
the outstand|ng fac|||ty |s guaranteed by Zee Enterta|nment Enterpr|ses ||m|ted, a
re|ated party (refer to note 36 d}.
||} Term |oan from a bank of ` 1,250 |acs (prev|ous year ` 6,250 |acs} |s
secured by subserv|ent charge on a|| assets (both present and future}.
Further uncond|t|ona| and |rrevocab|e Oorporate Guarantee of Zee Enterta|nment
Enterpr|ses ||m|ted, a re|ated party (refer to note 36 d}.
|||} Term |oan of n|| (prev|ous year ` 21,000 |acs} |s secured by second par| passu
charge on ent|re fxed assets of the Oompany and |s guaranteed by two d|rectors
and a|so co||atera||y secured by |mmovab|e property and corporate guarantee
prov|ded by Rama Assoc|ates ||m|ted and Esse| lnfra Projects ||m|ted, re|ated
part|es [refer to note 36 d}|.
b} Buyer`s cred|ts
|} Buyer`s cred|t of ` 33,280 |acs (prev|ous year ` 7,629 |acs} |s secured by par|
passu frst charge on the movab|e and |mmovab|e fxed assets and current assets
of the Oompany. Further, a corporate guarantee |s g|ven by Dhaka Warr|ors Sports
Pr|vate ||m|ted |n respect of th|s |oan.
||} Buyer`s cred|t of ` 20,033 |acs (prev|ous year ` 16,994 |acs} |s secured by frst
rank|ng par| passu charge on a|| present and future tang|b|e movab|e/ |mmovab|e
and current assets of the Oompany |nc|ud|ng proceeds account; exc|us|ve charge
on reserve account; ass|gnment of r|ghts, t|t|es and |nterest of the Oompany |n a||
the contracts, author|sat|ons, approva|s, and ||censes (to the extent the same are
capab|e of be|ng ass|gned}; and ass|gnment of a|| |nsurance po||c|es.
|||} Buyer`s cred|t of ` 36,857 |acs (prev|ous year ` 10,689 |acs} |s secured by frst par|
passu charge on a|| present and future moveab|e and |mmovab|e assets, |nc|ud|ng
but not ||m|ted to |nventory of set-top-boxes and accessor|es etc., book debts,
operat|ng cash fows, rece|vab|es, comm|ss|ons, revenue of whatever nature and
wherever ar|s|ng, present and future, and on a|| |ntang|b|es assets |nc|ud|ng but
not ||m|ted to goodw||| and unca||ed cap|ta|, present and future, of the Oompany.
Further, a corporate guarantee |s g|ven by Ohuru Trad|ng Oompany Pr|vate ||m|ted
and Jayneer Oap|ta| Pr|vate ||m|ted and a persona| guarantee by key manager|a|
personne| |n respect of th|s |oan.
|v} Buyer`s cred|t of ` n|| (prev|ous year ` 7,578 |acs } |s secured by frst charge
on current assets, movab|e propert|es, rece|vab|es and equ|pment that ranks par|
passu w|th the charge of certa|n other |enders, both present and future. Further, a
corporate guarantee |s g|ven by Zee Enterta|nment Enterpr|ses ||m|ted |n respect
of these |oans, under wh|ch, a defau|t by the Oompany wou|d g|ve lOlOl the r|ght
to acce|erate the |oan, Zee Enterta|nment Enterpr|ses ||m|ted has covenanted that
|t w||| not prov|de any guarantee for repayment of any fac|||ty |n excess of ` 20,000
|acs.
v} Buyer`s cred|t of ` 6,432 |acs (prev|ous year ` 11,564 |acs} |s secured by an
exc|us|ve charge on Oonsumer Prem|ses Equ|pment (OPE} |mported under th|s
fac|||ty, a charge on Reserves Account, wh|ch sha|| have m|n|mum ba|ance equa| to
M|n|mum Reserve Amount, the ass|gnment of |nsurance po||c|es perta|n|ng to the
OPE charged, |f any, and comp|et|on support undertak|ng from Zee Enterta|nment
Enterpr|ses ||m|ted [refer to note 36 d}|.
c} veh|c|e |oan
veh|c|e |oans from banks and others are secured by way of hypothecat|on of
veh|c|es.
d} The Oompany d|d not have any cont|nu|ng defau|ts as on the ba|ance sheet date |n
repayment of |oans and |nterests.
As at As at As at As at
31 March 2012 31 March 2011 31 March 2012 31 March 2011
Non current Non current Current maturities Current maturities
16,192 23,919 7,727 29,238
85,741 40,926 10,861 13,528
0 3 2 4
2 5 3 7
101,935 64,853 18,593 42,777
- - 18,593 42,777
101,935 64,853 - -
Terms of repayment
Repayab|e |n quarter|y |nsta||ments
|} |oan amount|ng to ` 3,351 |acs as on report|ng date |s payab|e |n 14
quarter|y |nsta||ments a|ongw|th month|y |nterest at bank rate p|us 3.25% p.a.
||} |oan amount|ng to ` 6,563 |acs as on report|ng date |s payab|e |n 14
quarter|y |nsta||ments a|ongw|th month|y |nterest at bank rate p|us 2.25% p.a.
|||} |oan amount|ng to ` 8,380 |acs as on report|ng date |s payab|e |n 14
quarter|y |nsta||ments a|ongw|th month|y |nterest at bank rate p|us 1.75% p.a.
|v} |oan amount|ng to ` 4,375 |acs as on report|ng date |s payab|e |n 14 quarter|y
|nsta||ments a|ongw|th month|y |nterest at bank rate p|us 0.50% p|us 1.80%
p.a.
|oan amount|ng to ` 1250 |acs as on report|ng date |s payab|e |n one quarter|y |nsta||ment
a|ongw|th month|y |nterest at Pr|me |end|ng Rate (P|R} m|nus 4.5% p.a.
The |oan has been repa|d dur|ng the year.
Buyer`s cred|t compr|ses of severa| |oan transact|ons rang|ng between 2 to 3
years of matur|t|es. Each transact|on |s repayab|e |n fu|| on matur|ty dates fa|||ng
between November` 2014 (be|ng farthest} and September` 2013 (be|ng c|osest}.
lnterest on a|| Buyer`s Ored|t |s payab|e |n ha|f year|y |nsta||ments rang|ng from ||bor p|us
135 bps to ||bor p|us 240 bps
Buyer`s cred|t compr|ses of severa| |oan transact|ons rang|ng between 2.5 to
3 years of matur|t|es. Each transact|on |s repayab|e |n fu|| on matur|ty dates
fa|||ng between Apr||` 2014 (be|ng farthest} and June` 2013 (be|ng c|osest}.
lnterest on a|| Buyer`s Ored|t |s payab|e |n ha|f year|y |nsta||ments at ||bor p|us 200
bps
Buyer`s Ored|t compr|ses of severa| |oan transact|ons rang|ng between 2.5 to 3
years of matur|t|es. Each transact|on |s repayab|e |n fu|| on matur|ty dates, fa|||ng
between October` 2014 (be|ng farthest} and November` 2012 (be|ng c|osest}.
lnterest on a|| Buyer`s Ored|t |s payab|e |n ha|f year|y |nsta||ments rang|ng from ||bor p|us
185 bps to ||bor p|us 350 bps
Buyer`s cred|t has been repa|d dur|ng the year.
Buyer`s cred|t compr|ses of severa| |oan transact|ons rang|ng between 2.5 to 3 years of
matur|t|es. Who|e amount |s repayab|e |n the per|od by June` 2012.
lnterest on a|| Buyer`s Ored|t |s payab|e |n ha|f year|y
|nsta||ments and |s based on s|x months ||bor p|us 2%
p.a.
|} Ba|ance aggregat|ng ` 2.20 |acs as at report|ng date |s repayab|e |n 15 equated
month|y |nsta||ments
||} Ba|ance aggregat|ng ` 0.48 |ac as at report|ng date |s repayab|e |n 4 equated month|y
|nsta||ments
|||} Ba|ance aggregat|ng ` 4.84 |acs as at report|ng date |s repayab|e |n 19 equated
month|y |nsta||ments
|v} Ba|ance aggregat|ng ` 0.27 |ac as at report|ng date |s repayab|e |n 3 equated
month|y |nsta||ments
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
104
6 . Other long-term liabilities
As at As at As at As at
31 March 2012 31 March 2011 31 March 2012 31 March 2011
Non current Non current Current Current
Others:
lncome rece|ved |n advances 17,702 20,338 30,148 38,527
Money rece|ved aga|nst part|y pa|d up shares 282 289 - -
17,984 20,627 30,148 38,527
|ess: amount d|sc|osed under the head other current ||ab|||t|es (refer to note 10} - - 30,148 38,527
17,984 20,627 - -
7 . Long-term provisions
As at As at As at As at
31 March 2012 31 March 2011 31 March 2012 31 March 2011
Non current Non current Current Current
Prov|s|on for emp|oyee benefts (refer to note 34}
- Gratu|ty 654 484 6 23
- vacat|on pay 398 357 11 19
1,052 841 17 42
|ess: amount d|sc|osed under the head short-term prov|s|ons (refer to note 11} - - 17 42
1,052 841 - -
8 . Short-term borrowings
As at As at
31 March 2012 31 March 2011
Secured |oans
|oans repayab|e on demand
- Oash cred|t from banks 2,000 -
Other |oans -
- Short term |oans from bank 5,000 -
Ünsecured |oans -
|oan from a re|ated party (refer to note 36 c}, repayab|e on demand 12,500 -
19,500 -
Footnotes:
a) Nature of security Terms of repayments
|} Oash cred|t from banks |s secured by par| passu frst charge on the movab|e Payab|e on demand
and |mmovab|e fxed assets and current assets of the Oompany.
||} Short-term |oans from bank are secured by par| passu charge on a|| present and Payab|e on matur|ty a|ong w|th |nterest at the rate of 12.50% pa.
future moveab|e and |mmovab|e assets, |nc|ud|ng but not ||m|ted to |nventory of
set-top-box and accessor|es etc., book debts, operat|ng cash fows, rece|vab|es,
comm|ss|ons, revenue and on a|| |ntang|b|es assets |nc|ud|ng but not ||m|ted to
goodw||| and unca||ed cap|ta| of the Oompany.
b} The Oompany d|d not have any defau|ts as on the ba|ance sheet date |n repayment
of |oans and |nterests.
9 . Trade payables
As at As at
31 March 2012 31 March 2011
Sundry cred|tors
- Others 7,947 24,973
7,947 24,973
10 . Other current liabilities
As at As at
31 March 2012 31 March 2011
Ourrent matur|t|es of |ong-term borrow|ngs (refer to note 5} 18,593 42,777
lnterest accrued but not due on borrow|ngs 703 392
lncome rece|ved |n advance (refer to note 6} 30,148 38,527
Other payab|es
-
- Statutory dues 2,343 5,309
- Accrued |oss on forward contracts - 518
- Advances/ depos|ts rece|ved 6,950 7,663
- Book overdraft 2,209 999
- Oomm|ss|on accrued 1,408 1,974
- Emp|oyees` re|mbursements 192 318
- Ored|tors for fxed assets 8,083 22,486
- Other cred|tors 4,803 4,338
75,432 125,301
11 . Short-term provisions
As at As at
31 March 2012 31 March 2011
Prov|s|on for emp|oyee benefts (refer to note 34}
- Gratu|ty 6 23
- vacat|on pay 11 19
Other prov|s|ons
-Regu|atory dues (refer to note 38} 48,917 31,974
48,934 32,016
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
105
12.1 . Fixed Assets - Tangible assets
As at 31 March 2012
As at 31 March 2011
Particulars
Gross block Depreciation/ amortisation Net block
As at
31 March
2011
Additions
Sale/
adjust-
ment
As at
31 March
2012
Up to
31 March
2011
For the
year
Sale/
adjustment
Up to
31 March
2012
As at
31 March
2012
As at
31 March
2011
P|ant and mach|nery 13,300 627 - 13,927 5,402 1,519 - 6,921 7,006 7,898
Oonsumer prem|ses
equ|pment (refer to
note 37 b}
224,395 56,533 11,752 269,176 93,438 49,409 7,344 135,503 133,673 130,957
Oomputers 1,220 202 481 941 668 139 318 489 452 552
Offce equ|pments 499 39 328 210 86 13 55 44 165 413
Furn|ture and fxtures 315 7 111 211 69 16 35 50 161 246
veh|c|es 296 (0} 46 250 85 27 6 106 144 211
|easeho|d
|mprovements
433 1 387 47 182 9 145 46 1 251
Total tangible assets 240,458 57,409 13,105 284,762 99,930 51,132 7,903 143,159 141,602 140,528
Particulars
Gross block Depreciation/ amortisation Net block
AS at
31 March
2010
Additions
Sale/
adjustment
As at 31
March
2011
Up to
31 March
2010
For the
year
Sale/
adjustment
Up to
31 March
2011
As at
31 March
2011
As at
31 March
2010
P|ant and mach|nery 14,238 3,885 4,823 13,300 4,589 1,312 499 5,402 7,898 9,649
Oonsumer prem|ses
equ|pment (refer to note
37 b}
158,207 74,402 8,214 224,395 61,997 36,853 5,412 93,438 130,957 96,210
Oomputers 1,049 189 18 1,220 515 170 17 668 552 534
Offce equ|pments 478 50 29 499 72 25 11 86 413 406
Furn|ture and fxtures 200 122 7 315 52 20 3 69 246 148
veh|c|es 264 88 56 296 81 28 24 85 211 183
|easeho|d |mprove-
ments
465 - 32 433 161 53 32 182 251 304
Total 174,901 78,736 13,179 240,458 67,467 38,461 5,998 99,930 140,528 107,434
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
106
Footnotes:
|} Add|t|ons/ adjustments to gross b|ock of consumer prem|ses equ|pment (OPE} and p|ant and mach|nery and computers |nc|ude |oss on account of fore|gn exchange
fuctuat|ons amount|ng to ` 2,057 |acs (prev|ous year de|et|on of ` 845 |acs as ga|n}, ` 44 |acs (prev|ous year de|et|on of ` 2 |acs as ga|n} and n|| (prev|ous year de|et|on of
` 9 |acs as ga|n} respect|ve|y.
* ` 36,672 for the year 2010-11
As at 31 March 2011
12.2 . Fixed Assets - Intangible assets
As at 31 March 2012
Particulars
Gross block Amortisation Net block
As at
31 March
2011
Addi-
tions
Sale/ ad-
justments
As at
31 March
2012
Up to
31 March
2011
For the
year
Sale/
adjust-
ment
Up to
31 March
2012
As at
31 March
2012
As at
31 March
2011
Goodw||| 6,837 - 2,325 4,512 3,835 677 - 4,512 - 3,002
||cense fees 1,174 - - 1,174 845 135 - 980 193 329
Software 2,839 89 709 2,219 2,327 241 589 1,979 240 512
Total
intangible assets
10,850 89 3,034 7,905 7,007 1,053 589 7,471 433 3,843
Particulars
Gross block Amortisation Net block
As at
31 March
2010
Additions
Sale/
adjustment
As at
31 March
2011
Up to
31 March
2010
For the
year
Sale/
adjust-
ment
Up to
31 March
2011
As at
31 March
2011
As at
31 March
2010
Goodw||| 4,512 2,325 - 6,837 2,933 902 - 3,835 3,002 1,579
||cense fees 1,174 - - 1,174 710 135 - 845 329 464
Software* 2,855 4 20 2,839 1,870 457 0 2,327 512 985
Total
intangible assets
8,541 2,329 20 10,850 5,513 1,494 0 7,007 3,843 3,028
107
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
13 . Non-current investments (Unquoted)
As at As at
31 March 2012 31 March 2011
Non trade |nvestments
Ba|ance of unut|||sed mon|es ra|sed by |ssue
- Oert|fcate of depos|t 15,000 20,000
15,000 20,000
Aggregate book va|ue of unquoted |nvestments 15,000 20,000
14 . Long-term loans and advances
(Ünsecured and cons|dered good, un|ess otherw|se stated}
As at As at
31 March 2012 31 March 2011
Oap|ta| advances - 1,594
Secur|ty depos|ts 179 469
Others:
Prepa|d expenses 187 221
Amounts/ taxes pa|d under protest 1,585 1,107
1,951 3,391
15 . Other non-current assets
As at As at
31 March 2012 31 March 2011
Others:
F|xed depos|ts w|th banks w|th matur|ty per|od more than 12 months (refer to note 18} 695 1,282
695 1,282
16 . Inventories
As at As at
31 March 2012 31 March 2011
Stock-|n-trade (at the |ower of cost and net rea||sab|e va|ue}
-Oustomer prem|ses equ|pment w|th accessor|es 688 444
688 444
17 . Trade receivables
(Ünsecured and cons|dered good, un|ess otherw|se stated}
As at As at
31 March 2012 31 March 2011
Debts outstand|ng for a per|od exceed|ng s|x months
- Oons|dered good 521 1,358
- Oons|dered doubtfu| 117 30
Other debts
- Oons|dered good 2,340 907
2,978 2,295
Prov|s|on for doubtfu| debts (117} (30}
2,861 2,265
18 . Cash and bank balances
As at As at As at As at
31 March 2012 31 March 2011 31 March 2012 31 March 2011
Current Current Non current Non current
Cash and cash equivalents
Ba|ances w|th banks :
- |n current accounts 4,314 11,596 - -
- depos|ts w|th matur|ty of upto 3 months 48 128 - -
Oheques, drafts on hand 12,553 5 - -
Oash on hand 1 6 - -
Other bank balances
- depos|ts w|th matur|ty of more than 3 months but upto 12 months 22,273 20,834 695 1,282
39,189 32,569 695 1,282
|ess: amount d|sc|osed under the head other non-current assets (refer to note 15} - - 695 1,282
39,189 32,569 - -
108
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
19 . Short-term loans and advances
(Ünsecured and cons|dered good, un|ess otherw|se stated}
As at As at
31 March 2012 31 March 2011
Oons|dered good
|oans and advances to re|ated part|es (refer to note 36 c} 8,703 4,693
Others
- Prepa|d expenses 568 1,040
- Advances to vendors, d|str|butors etc. 3,364 2,614
- Advance tax [net of prov|s|on ` 70 |acs (prev|ous year ` 70 |acs}| 1,529 2,554
- Oustoms duty, serv|ce tax and sa|es tax 6,615 10,448
- Depos|ts 531 2,130
21,310 23,479
Oons|dered doubtfu|
Other |oans and advances
Advances to vendors, d|str|butors etc. - 58
Prov|s|on for doubtfu| advances - (58}
- -
21,310 23,479
20 . Other current assets
As at As at
31 March 2012 31 March 2011
lncome accrued but not due on fxed depos|ts 28 190
lnsurance c|a|m rece|vab|e 15 23
Ünamort|sed prem|um on forward contracts 5 88
Accrued ga|ns on forward contracts 780 -
828 301
For the year ended For the year ended
31 March 2012 31 March 2011
21 . Revenue from operations
lncome from DTH subscr|bers :
-Subscr|pt|on revenue 166,389 119,270
-|ease renta|s 22,057 19,853
Te|eport serv|ces 1,397 1,072
Bandw|dth charges 3,967 2,559
Sa|es of customer prem|ses equ|pment (OPE} and accessor|es 354 335
Advert|sement |ncome 1,594 542
Other operat|ng |ncome 24 24
Oa|| Oenter Oharges 2 11
M|dd|eware Oharges 9 -
195,793 143,666
22 . Other income For the year ended For the year ended
31 March 2012 31 March 2011
lnterest |ncome from:
- fxed depos|ts/ marg|n accounts 3,047 2,418
- others 427 6,168
Fore|gn exchange fuctuat|on - 731
Proft on redempt|on of un|ts of mutua| funds (non trade, current} 75 357
Proft on sa|e of subs|d|ary (refer to note 31} 3,225 1,849
||ab|||t|es wr|tten back 201 358
M|sce||aneous |ncome 96 381
7,071 12,262
23 . Changes in inventory of stock-in-trade
For the year ended For the year ended
31 March 2012 31 March 2011
Open|ng stock 444 278
|ess: O|os|ng stock 688 444
(244) (166)
109
24 . Operating expenses
For the year ended For the year ended
31 March 2012 31 March 2011
Transponder |ease 11,358 6,172
||cense fees 20,025 14,990
Üp||nk|ng charges 703 554
Programm|ng and other costs (refer to note 44} 60,658 50,355
Enterta|nment tax 6,793 5,184
Te|ephone and fax charges-ca|| center 178 1,128
99,715 78,383
25 . Emp|oyee beneñts expenses
For the year ended For the year ended
31 March 2012 31 March 2011
Sa|ary, bonus and a||owances 6,888 6,976
Oontr|but|on to prov|dent and other funds 433 455
Staff we|fare 82 96
Recru|tment and tra|n|ng expenses 78 82
7,481 7,609
26 . Selling and distribution expenses
For the year ended For the year ended
31 March 2012 31 March 2011
Advert|sement and pub||c|ty expenses 7,967 7,823
Bus|ness promot|on expenses 354 603
Oomm|ss|on 15,082 15,903
Oustomer support serv|ces 5,048 1,389
28,451 25,718
27 . Finance costs
For the year ended For the year ended
31 March 2012 31 March 2011
lnterest on:
-Term |oans 5,857 8,181
-Buyer`s cred|ts 2,078 655
-lnterest on deferred payments - 1,447
-Others 2,984 2,738
Fore|gn exchange fuctuat|on (net} 5,102 -
Other borrow|ng costs 1,778 2,318
17,799 15,339
28 . Other expenses
For the year ended For the year ended
31 March 2012 31 March 2011
E|ectr|c|ty charges 378 357
Rent 550 521
Repa|rs and ma|ntenance
- P|ant and mach|nery 210 101
- Bu||d|ng 45 18
- Others 186 206
lnsurance 39 16
Rates and taxes 44 53
veh|c|e runn|ng 12 10
|ega| and profess|ona| fees 1,382 1,122
D|rector`s s|tt|ng fees 11 12
Pr|nt|ng and stat|onary 512 613
Oommun|cat|on expenses 655 660
Trave|||ng and conveyance 920 980
Serv|ce and h|re charges 408 295
Fre|ght, cartage and demurrage 801 1,173
Bad debts and ba|ances wr|tten off 163 4
Prov|s|on for doubtfu| debts 41 -
|oss on sa|e/ d|scard of fxed assets 333 1,726
|oss on sa|e/ d|scard of cap|ta| work |n progress 2,823 -
M|sce||aneous expenses 541 59
10,054 7,926
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
110
29. Composite Scheme of Amalgamation and Arrangements (‘the Scheme’)
|} ASS| was formed to own, estab||sh and operate Ku band sate|||te system and to market and |ease the|r
bandw|dth capac|t|es. However, due to unfavorab|e market cond|t|ons, the sate|||te bus|ness was d|scont|nued
|n the fnanc|a| year 2009-10. lSMS| was |n the bus|ness of prov|d|ng serv|ces on commerc|a| bas|s perta|n|ng
to subscr|ber`s management, |nc|ud|ng ra|s|ng and co||ect|on of b|||s, co||ect|on and ma|ntenance of subscr|ber`s
|nformat|on, preparat|on of requ|red reports and ca|| centre act|v|t|es.
||} ln order to s|mp||fy the group structure and |mprove cost effc|ency, the Board of D|rectors of the Oompany had
approved a Oompos|te Scheme of Ama|gamat|on and Arrangement between the Oompany, ASS|, lSMS| and
the|r respect|ve shareho|ders and cred|tors ('the Scheme`} at the|r meet|ng he|d on 11 June 2010. The Scheme
env|saged transfer of the Oompany`s non-DTH re|ated bus|ness (|nc|ud|ng equ|ty shares |n ASS| and AO|} to
lSMS|, fo||owed by the merger of ASS| w|th lSMS| on 31 March 2010, the appo|nted date. As cons|derat|on
for transfer of non-DTH re|ated bus|ness, lSMS| wou|d |ssue and a||ot 100,000 equ|ty shares of the face va|ue of
` 10 each, fu||y pa|d up, to the Oompany.
|||} The above Scheme had been approved by the Hon`b|e H|gh Oourt of De|h|, v|de |ts Order dated 3 March 2011
and corr|gendum dated 31 March 2011 and became effect|ve on 31 March 2011 on f||ng the Order of the Oourt
w|th the Reg|strar of Oompan|es, NOT of De|h| and Haryana.
|v} To g|ve effect to the Scheme and the Order of the Hon`b|e H|gh Oourt, the Oompany transferred |ts undertak|ng,
a|ong w|th assets and ||ab|||t|es as on 31 March 2010, re|at|ng to the non-DTH bus|ness to lSMS|. ln accordance
w|th the Scheme, the excess of the book va|ue of net assets transferred as at 31 March 2010, over the
cons|derat|on rece|ved was d|rect|y adjusted |n the Genera| Reserve as under:
v} The non-DTH bus|ness, transferred as above and wh|ch was exc|uded from the fnanc|a| statements of the
Oompany after 31 March 2010, d|d not have any operat|ons dur|ng the prev|ous year.
v|} Wh||e the Group fo||owed the account|ng treatment prescr|bed |n the Scheme, du|y approved by the Hon`b|e
H|gh Oourt of De|h|, |t resu|ted |n certa|n dev|at|ons as compared to the Genera||y Accepted Account|ng Pr|nc|p|es
(GAAP} |n lnd|a. Had the Group fo||owed the GAAP, the |mpa|rment of fxed assets [|n accordance w|th Account|ng
Standard ('AS`} 28| wou|d have been recogn|sed |n the Oonso||dated Statement of Proft and |oss of the fnanc|a|
year 2009-10 and, accord|ng|y, |oss for that year and the deb|t ba|ance |n the Oonso||dated Statement of Proft
and |oss as at 31 March 2010 wou|d have been h|gher by ` 17,435 |acs.
Particulars Amount
F|xed assets 4,324
lnvestments |n ASS| 9,440
Advances |nc|ud|ng share app||cat|on money |n ASS| 3,671 17,435
lnvestments |n AO| 1,247
Other |oans and advances 12,084
Total assets 30,766
Less: liabilities
Prov|s|on for doubtfu| advances 12,084
Prov|s|on for d|m|nut|on |n the va|ue of |nvestment |n AO| 1,247
Secur|ty depos|ts rece|ved 2,315
Total liabilities 15,646
Book value of net assets transferred 15,120
Oons|derat|on rece|ved by way of equ|ty shares |n lSMS| 10
Excess of book value of net assets over the consideration received, 15,110
adjusted in General Reserve
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
111
The aforesa|d |oss on |mpa|rment of fxed assets was not recogn|sed |n the prev|ous year a|so as a pr|or year
|tem. lnstead, dur|ng the prev|ous year, on |mp|ementat|on of the Scheme, the Group had adjusted ` 15,110 |acs
d|rect|y aga|nst the Genera| Reserve |n the conso||dated fnanc|a| statements |n accordance w|th the account|ng
treatment approved |n the Scheme and recogn|zed a goodw||| of ` 2,325 |acs.
v||} The above goodw||| represented the excess of ||ab|||t|es acqu|red by lSMS| over the fa|r va|ue of net assets of
non-DTH re|ated bus|ness from the Oompany. The goodw||| recogn|sed by lSMS| |n prev|ous year d|d not have
any future econom|c benefts. However, the Group had not recogn|sed any |mpa|rment |oss |n the conso||dated
fnanc|a| statements |n the prev|ous year. Dur|ng current year the group has so|d |ts |nvestment |n lSMS| on 31
May 2011 a|ong w|th goodw||| accounted |n prev|ous year.
30. Dur|ng the year upon |nter-se transfer of shares between the Promoters, w|th effect from 26 December 2011 the
Oompany has become a subs|d|ary of Dhaka Warr|ors Sports Pr|vate ||m|ted.
31. Proft on sa|e of subs|d|ary
As stated |n note 2(c}(|||} above, the group has d|sposed off |nvestment |n lSMS| on 31 May 2011 for a sa|e
cons|derat|on of ` 108 |acs. The net ||ab|||t|es of lSMS| amount|ng to ` 3,117 |acs, a|ong w|th sa|e cons|derat|on
of ` 108 |acs has been recogn|sed as 'Proft on sa|e of subs|d|ary` |n the Oonso||dated Statement of Proft and |oss.
Further, as stated |n note 2(c}(|||} above, dur|ng prev|ous year lSMS| had d|sposed off the |nvestment |n AO| on
31 March 2011. The net ||ab|||t|es of AO| amount|ng to ` 1,849 |acs as on the date of transfer, a|ong w|th sa|e
cons|derat|on of ` 0.01 |acs , has been recogn|sed as 'Proft on sa|e of subs|d|ary` |n the Oonso||dated Statement
of Proft and |oss.
32. Deprec|at|on expense for the current year |nc|udes ` 28 |acs (prev|ous year ` 1,261 |acs} {|nc|ud|ng pr|or per|od
deprec|at|on amount|ng to ` N|| (prev|ous year ` 919 |acs}} on account of re-a||gnment of est|mated usefu| ||fe of
v|ew|ng cards ('vO`}, as adopted by the subs|d|ary company, w|th the est|mated usefu| ||fe cons|dered by the parent
company (a|so refer to note 41}.
33. Emp|oyee stock opt|on p|an (ESOP} 2007
ln the Annua| Genera| Meet|ng he|d on 3 August 2007, the shareho|ders of the Oompany have approved Emp|oyee
Stock Opt|on P|an |.e. ESOP 2007 ('the Scheme"}. The Scheme prov|ded for |ssue of 4,282,228 stock opt|ons
(under|y|ng fu||y pa|d equ|ty share of ` 1 each} to the emp|oyees of the Group and a|so to non-execut|ve d|rectors
|nc|ud|ng |ndependent d|rectors of the Oompany at the exerc|se pr|ce wh|ch sha|| be equ|va|ent to the market pr|ce
determ|ned as per the Secur|t|es and Exchange Board of lnd|a (Emp|oyee Stock Opt|on Scheme and Emp|oyee
Stock Purchase Scheme} Gu|de||nes, 1999 ['SEBl (ESOP} Gu|de||nes, 1999`|.
The opt|ons granted under the Scheme sha|| vest between one year to s|x years from the date of grant of opt|ons,
w|th 20% vest|ng each year. Once the opt|ons vest as per the Scheme, they wou|d be exerc|sab|e by the grantee
at any t|me w|th|n a per|od of four years from the date of vest|ng and the shares ar|s|ng on exerc|se of such opt|ons
sha|| not be subject to any |ock-|n per|od.
The shareho|ders |n the|r meet|ng he|d on 28 August 2008 approved the re-pr|c|ng of outstand|ng opt|ons wh|ch
were granted t||| that date and consequent|y the opt|ons were re-pr|ced at ` 37.55 per opt|on, determ|ned as per
SEBl (ESOP} Gu|de||nes, 1999.
However, |n respect of opt|ons granted subsequent to 28 August 2008, the exerc|se pr|ce of the opt|ons has been
ma|nta|ned as equ|va|ent to the market pr|ce determ|ned as per the SEBl (ESOP} Gu|de||nes, 1999.
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
112
As stated above, the opt|ons are granted to the emp|oyees at an exerc|se pr|ce, be|ng the |atest market pr|ce as per
SEBl (ESOP} Gu|de||nes, 1999. Further, s|nce the Group fo||ows |ntr|ns|c va|ue method for account|ng of the above
opt|ons, there |s no charge |n the Oonso||dated Statement of Proft and |oss.
The act|v|ty re|at|ng to the opt|ons granted and movements there|n are set out be|ow:
The fo||ow|ng tab|e summar|zes |nformat|on on the share opt|ons outstand|ng as of 31 March 2012
The fo||ow|ng tab|e summar|zes |nformat|on on the share opt|ons outstand|ng as of 31 March 2011
* re-pr|ced as per Shareho|ders` approva| on 28 August 2008. Refer note above
= on a we|ghted average bas|s.
Particulars For the year ended
31 March 2012
For the year ended
31 March 2011
Opt|ons outstand|ng at the beg|nn|ng of the year 2,293,220 2,054,300
Add: Opt|ons granted 125,000 1,038,300
|ess: Exerc|sed 447,340 557,060
|ess: |apsed 191,700 242,320
Opt|ons outstand|ng at the end of the year 1,779,180 2,293,220
Particulars Date of grant Number of shares
remaining out of
options
Remaining contrac-
tual life
Exercise price
|ot 1
|ot 2
|ot 3
|ot 4
|ot 5
|ot 6
|ot 7
|ot 8
Opt|ons outstand|ng at
the end of the year
21 August 2007
24 Apr|| 2008
28 August 2008
28 May 2009
27 October 2009
26 October 2010
21 January 2011
20 Ju|y 2011
364,350
-
27,000
302,030
133,480
131,720
695,600
125,000
1,779,180
5.39
-
6.41
7.16
7.58
8.57
8.81
9.30
7.72=
37.55*
-
37.55*
47.65
41.45
57.90
58.95
93.20
53.34=
Particulars Date of grant Number of shares
remaining out of
options
Remaining contrac-
tual life
Exercise price
|ot 1 21 August 2007 714,040 6.39 37.55*
|ot 2 24 Apr|| 2008 - - -
|ot 3 28 August 2008 30,000 7.41 37.55*
|ot 4 28 May 2009 361,100 8.16 47.65
|ot 5 27 October 2009 149,780 8.58 41.45
|ot 6 26 October 2010 201,250 9.57 57.90
|ot 7 21 January 201 837,05 9.8 58.95
Opt|ons outstand|ng at
the end the of year
2,293,220 8.35= 48.99=
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
113
34. D|sc|osure pursuant to Account|ng Standard 15 on "Emp|oyee Beneñts"
Deñned contr|but|on p|ans
An amount of ` 367 |acs (prev|ous year ` 314 |acs } and ` 16 |acs (prev|ous year ` 52 |acs} for the year, have
been recogn|zed as expenses |n respect of the Group`s contr|but|ons to Prov|dent Fund and Emp|oyee`s State
lnsurance Fund respect|ve|y, depos|ted w|th the government author|t|es and have been |nc|uded under operat|ng
and other expend|ture |n the Oonso||dated Statement of Proft and |oss.
Deñned beneñt p|ans
Gratu|ty |s payab|e to a|| e||g|b|e emp|oyees of the Group on superannuat|on, death or permanent d|sab|ement, |n
terms of the prov|s|ons of the Payment of Gratu|ty Act or as per the Group`s Scheme, wh|chever |s more benefc|a|.
The fo||ow|ng tab|e sets forth the status of the gratu|ty p|an of the Group and the amounts recogn|sed |n the
Oonso||dated Ba|ance Sheet and Oonso||dated Statement of Proft and |oss:
The pr|nc|pa| assumpt|ons used |n determ|n|ng gratu|ty for the Group`s p|ans are shown be|ow:
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Changes in present value of obligation
Present va|ue of ob||gat|on as at the beg|nn|ng of the year 426 351
lnterest cost 36 28
Ourrent serv|ce cost 191 175
Benefts pa|d (9} (6}
Actuar|a| ga|n on ob||gat|on 16 (42}
Present va|ue of ob||gat|on as at end of the year 660 506
Short term 6 23
|ong term 654 483
660 506
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Expenses recognized in the Consolidated
Statement of Proñt and Loss
Ourrent serv|ce cost 191 175
lnterest cost on beneft ob||gat|on 36 28
Net actuar|a| ga|n recogn|sed |n the year 16 (42}
Expenses recogn|sed |n the Oonso||dated 243 161
Statement of Proft and |oss
Particulars As at As at
31 March 2012 31 March 2011
D|scount rate 8.50% 8%
Sa|ary esca|at|on rate (per annum} 11.00% 10%
Withdrawal rates
Age- Üpto 30 years 13% 13%
31-44 years 2% 2%
Above 44 years 1% 1%
Morta||ty rate |lO (1994 - 96} |lO (1994 - 96} du|y mod|fed
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
114
D|scount rate: The d|scount rate |s est|mated based on the preva|||ng market y|e|ds of lnd|an government
secur|t|es as at the ba|ance sheet date for the est|mated term of the ob||gat|on.
Sa|ary esca|at|on rate: The est|mates of sa|ary |ncreases, cons|dered |n actuar|a| va|uat|on, take account of
|nfat|on, promot|on and other re|evant factors.
35. Segmental information
The Group |s |n the bus|ness of prov|d|ng D|rect to Home ('DTH`} and te|eport serv|ces pr|mar||y |n lnd|a. As the
Group`s bus|ness act|v|ty pr|mar||y fa||s w|th|n a s|ng|e bus|ness and geograph|ca| segment, d|sc|osures |n terms of
Account|ng Standard 17 on 'Segment Report|ng" are not app||cab|e.
36. Related party disclosures
a} Re|ated part|es w|th whom the Group had transact|ons:
Key management
personne|
Mr. Jawahar |a| Goe|
Enterpr|ses
over wh|ch key
management
personne|/
the|r re|at|ves
have s|gn|fcant
|nfuence
ASO Te|ecommun|cat|on Pr|vate ||m|ted (former|y ASO Te|ecommun|cat|on ||m|ted}
As|a Today ||m|ted
As|a Tv ÜSA ||m|ted
Ohuru Trad|ng Oompany Pr|vate ||m|ted
Oyquator Med|a Serv|ces Pr|vate ||m|ted
Daksh|n Med|a Gamm|ng So|ut|ons Pr|vate ||m|ted
D|||gent Med|a Oorporat|on ||m|ted
E-O|ty Property Management & Serv|ces Pr|vate ||m|ted
Esse| Agro Pr|vate ||m|ted
Esse| Oorporate Resources Pr|vate ||m|ted
Esse| lnfraprojects ||m|ted
Esse| lnternat|ona| ||m|ted
lnd|an Oab|e Net Oompany ||m|ted
lnteract|ve F|nance and Trad|ng Serv|ces Pr|vate ||m|ted
lntrex lnd|a ||m|ted
lTZ Oash Oard ||m|ted
Med|a Pro Enterpr|se lnd|a Pr|vate ||m|ted
PAN lnd|a Network lnfravest Pr|vate ||m|ted
PAN lnd|a Network ||m|ted
Proca|| Pr|vate ||m|ted
Rama Assoc|ates ||m|ted
W|re and W|re|ess (lnd|a} ||m|ted
Taj Te|ev|s|on lnd|a Pr|vate ||m|ted
Taj Tv ||m|ted
Zee Akash News Pr|vate ||m|ted
Zee Enterta|nment Enterpr|ses ||m|ted
Zee News ||m|ted
Zee Turner ||m|ted
ZEE Te|ef|ms M|dd|e East Fz ||O
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
115
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
b} Transact|ons w|th re|ated part|es
Particular
For the year ended
31 March 2012
For the year ended
31 March 2011
Total Amount Amount for
major parties
Total Amount Amount for
major parties
(i) With key management personnel
83 81
Managerial remuneration 83 81
(ii) With other related parties:
Sales and services (net of taxes) 1,540 1,191
Zee Enterta|nment Enterpr|ses ||m|ted 705 436
Zee News ||m|ted 463 443
As|a Today ||m|ted 126 130
W|re and W|re|ess (lnd|a} ||m|ted 64 16
Zee Aakash News Pr|vate ||m|ted 172 149
Other re|ated part|es 20 17
Purchase of goods and services 31,300 17,580
Med|a Pro Enterpr|se lnd|a Pr|vate ||m|ted 12,921
Zee Turner ||m|ted 2,400 9,055
Zee Enterta|nment Enterpr|ses ||m|ted 4,529 4,259
lTZ Oash Oard ||m|ted 1,573 1,511
Taj Te|ev|s|on lnd|a Pr|vate ||m|ted 4,070 1,905
Oyquator Med|a Serv|ces Pr|vate ||m|ted 4,875 -
Other re|ated part|es 932 851
Rent paid 327 289
Zee Enterta|nment Enterpr|ses ||m|ted 287 253
Rama Assoc|ates ||m|ted 32 28
Other re|ated part|es 8 8
Interest paid 4 1,447
Esse| lnternat|ona| ||m|ted 4 1,447
Interest received 178 701
Esse| Agro Pr|vate ||m|ted - 596
ASO Te|ecommun|cat|on Pr|vate ||m|ted 133 105
Oyquator Med|a Serv|ces Pr|vate ||m|ted 45 -
1VSDIBTFPGæYFEBTTFUT - 1,478
Esse| lnternat|ona| ||m|ted - 1,431
Other re|ated part|es - 47
116
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
Particular
For the year ended
31 March 2012
For the year ended
31 March 2011
Total Amount Amount for major
parties
Total Amount Amount for
major parties
Reimbursement of expenses paid 351 276
Zee Enterta|nment Enterpr|ses ||m|ted 335 224
lTZ Oash Oard ||m|ted - 43
Other re|ated part|es 16 9
Reimbursement of expenses received 3 10
W|re and W|re|ess (lnd|a} ||m|ted 1 3
Zee Enterta|nment Enterpr|ses ||m|ted 1 7
Zee News ||m|ted 1 -
Short-term borrowings 12,500 -
Esse| lnternat|ona| ||m|ted 12,500 -
Repayment of Short-term borrowings - 5
ASO Te|ecommun|cat|on ||m|ted - 5
Loans and advances given 1,442 708
lTZ Oash Oard ||m|ted 707 500
Oyquator Med|a Serv|ces Pr|vate ||m|ted 610
Esse| Agro Pr|vate ||m|ted 101 -
Other re|ated part|es 24 208
Refunds received against loans,
advances and deposits given
7,324 10,961
Esse| Agro Pr|vate ||m|ted - 8,756
Oyquator Med|a Serv|ces Pr|vate ||m|ted 6,489 -
lTZ Oash Oard ||m|ted 821 1,990
Other re|ated part|es 14 215
Amount written off 18 2
PAN lnd|a Network ||m|ted 17 -
Daksh|n Med|a Gam|ng So|ut|ons Pr|vate
||m|ted
1 -
Other re|ated part|es - 2
Sale of investment in subsidiary 108 -
Esse| Oorporate Resources Pr|vate
||m|ted
108 -
117
c) Balance at year end:
d) Guarantees given by related parties in respect of secured loans:
|} As at 31 March 2012, personne| guarantees by key manager|a| personne| amount|ng to ` 30,000 |acs (prev|ous
year 30,000 |acs} and corporate guarantee by Ohuru Trad|ng Oompany Pr|vate ||m|ted amount|ng to ` 30,000
|acs (prev|ous year 30,000 |acs} are outstand|ng as at the year end.
||} As at 31 March 2012, corporate guarantee by Dhaka Warr|ors Sports Pr|vate ||m|ted amount|ng to ` 20,000 |acs
(Prev|ous year ` 20,000 |acs from Ohuru Trad|ng Oompany Pr|vate ||m|ted}. Dur|ng the year corporate guarantee
of ` 20,000 |acs were re|eased and transferred from Ohuru Trad|ng Oompany Pr|vate ||m|ted to Esse| Oorporate
Resources Pr|vate ||m|ted wh|ch was |ater transferred to Oyquator Med|a Serv|ces Pr|vate ||m|ted and fna||y to
Dhaka Warr|ors Sports Pr|vate ||m|ted
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
Particular
For the year ended
31 March 2012
For the year ended
31 March 2011
Total Amount Amount for major
parties
Total Amount Amount for
major parties
With other related parties:
Loans and advances given 8,703 4,693
Esse| Agro Pr|vate ||m|ted 2,302 2,200
lTZ Oash Oard ||m|ted 523 579
ASO Te|ecmmun|cat|on Pr|vate ||m|ted 1,995 1,876
Oyquator Med|a Serv|ces Pr|vate ||m|ted 3,882 21
Other re|ated part|es 1 17
Short-term borrowings 12,500 2,315
W|re and W|re|ess (lnd|a} ||m|ted - 2,315
Other re|ated part|es 12,500 -
Trade payables 4,930 14,348
Zee Enterta|nment Enterpr|ses ||m|ted 955 1,412
Zee Turner ||m|ted 1,758 12,693
Med|a Pro Enterpr|se lnd|a Pr|vate ||m|ted 1,780 -
Other re|ated part|es 437 243
Trade receivables 685 1,270
As|a Today ||m|ted 96 277
Zee News ||m|ted 200 337
Zee Enterta|nment Enterpr|ses ||m|ted 44 165
W|re and W|re|ess (lnd|a} ||m|ted 197 142
Daksh|n Med|a Gam|ng So|ut|on Pr|vate
||m|ted
148 270
Other re|ated part|es - 79
118
|||} As at 31 March 2012, corporate guarantee by Zee Enterta|nment Enterpr|ses ||m|ted amount|ng to ` 13,222 |acs
(prev|ous year ` 32,220 |acs}. Dur|ng the prev|ous year, the guarantee of `18,998 |acs (prev|ous year 10,840 |acs}
was re|eased. The rema|n|ng guarantee |s outstand|ng as at the year end.
|v} As at 31 March 2012, corporate guarantee by Esse| lnfraprojects ||m|ted and Rama Assoc|ates ||m|ted amount|ng
to ` N|| (prev|ous year ` 30,000 |acs}, jo|nt|y and severa||y. Dur|ng the current year the guarantee was re|eased.
v} As at 31 March 2012 comp|et|on support undertak|ng from Zee Enterta|nment Enterpr|ses ||m|ted for the buyer`s
cred|t of ` 6,432 |acs (prev|ous year ` 11,564 |acs}.
37. Leases
(a} Obligation on operating lease:
The Group`s s|gn|fcant |eas|ng arrangements are |n respect of operat|ng |eases taken for offces, res|dent|a|
prem|ses, transponder, etc. These |eases are cance||ab|e operat|ng |ease agreements that are renewab|e on a
per|od|c bas|s at the opt|on of both the |essee and the |essor except |n renta| of |eases for offce prem|ses wh|ch are
non-cance||ab|e |eases. The |n|t|a| tenure of the |ease genera||y |s for 11 months to 108 months. The deta||s of |ease
renta| charges |n respect of assets taken on operat|ng |eases are as under:
M|n|mum |ease payments for non-cance||ab|e operat|ng |eases |n respect of offce prem|ses:
b} Assets given under operating lease:
The Group has |eased out assets by way of operat|ng |ease and as on 31 March 2012 the gross book va|ue of such
assets, |ts accumu|ated deprec|at|on and deprec|at|on for the year are as g|ven be|ow:
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
|ease renta| charges dur|ng the year (net of shared cost} 12,180 7,247
Sub-|ease payment rece|ved (be|ng shared cost} 669 596
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
W|th|n one year - 118
|ater than one year and not |ater than fve years - 465
|ater than fve years - 33
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Gross va|ue of assets 269,176 212,643
Accumu|ated deprec|at|on 135,502 86,440
Net b|ock 133,674 126,203
Deprec|at|on for the year 49,062 33,688
The |ease renta|s rece|ved dur|ng the year |n respect of non cance||ab|e operat|ng |eases and max|mum ob||gat|ons
on |ong term non-cance||ab|e operat|ng |ease rece|vab|e as per the renta|s stated |n the agreement |s as fo||ows:
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
|ease renta|s rece|ved dur|ng the year 22,057 19,853
119
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Open|ng prov|s|on 31,974 17,504
Add: Oreated dur|ng the year 22,637 16,470
|ess: Üt|||sed dur|ng the year 5,694 2,000
Closing provision 48,917 31,974
Particulars Total future minimum Total future minimum
lease rentals receivable lease rentals receivable
as on 31 March 2012 as on 31 March 2011
W|th|n one year 13,827 18,155
|ater than one year and not |ater than fve years 8,655 14,288
|ater than fve years - -
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
|oss for the year attr|butab|e to equ|ty shareho|ders (|n ` |acs} 13,314 19,199
Number of shares cons|dered as we|ghted
average shares outstand|ng for comput|ng
bas|c earn|ngs per share 1,063,307,540 1,062,602,469
Nom|na| va|ue per share (|n `} 1 1
Bas|c and d||uted earn|ngs per share (|n `} (1.25} (1.81}
The ||fe of the Oonsumer Prem|se Equ|pment (OPE} for the purpose of deprec|at|on has been est|mated by the
management as fve years. However, |n certa|n cases, the one-t|me advance contr|but|ons towards the OPEs |n the
form of renta|s are recogn|sed as revenue over a per|od of three years. The Group |s |n the process of stream||n|ng
the above pract|ce.
38. The Oompany has been mak|ng payment of ||cense fee to the Regu|atory Author|ty cons|der|ng the present |ega|
understand|ng. However, |n v|ew of the ongo|ng d|spute, the Oompany has made prov|s|on on a conservat|ve bas|s
cons|der|ng the terms and cond|t|ons of the ||cense g|ven by the Regu|atory Author|ty.
Provision for regulatory dues (including interest)
The above |nc|udes prov|s|on w|th respect to certa|n regu|atory dues d|sputed by the Oompany w|th Regu|atory
Author|ty. The outfow of econom|c benefts w|th regard to the d|sputed port|on wou|d be dependent on the fna|
dec|s|on by the Regu|atory Author|ty.
39. Earnings per share
Reconc|||at|on of bas|c and d||uted shares used |n comput|ng earn|ngs per share
S|nce the Oompany had |osses dur|ng the current year and prev|ous year, the bas|c and d||uted earn|ngs per share
are the same.
120
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
40. Deferred tax assets
Oomponents of deferred tax asset:
ln the absence of v|rtua| certa|nty of rea||sat|on |n future, deferred tax assets have not been recogn|zed.
41. Prior period income and expenses
42. Foreign currency transactions
a} ln accordance w|th the Account|ng Standard 11 (AS-11} and re|ated not|fcat|ons the, fore|gn currency exchange
|oss of ` 2,101 |acs has been adjusted (prev|ous year fore|gn currency exchange ga|n of ` 860 |acs} |n the va|ue
of fxed assets and `154 |acs (prev|ous year fore|gn currency exchange ga|n of Rs 30 |acs} |n the cap|ta| work |n
progress.
b} |} The Oompany has outstand|ng forward contracts of ÜS Do||ars 126 |acs (prev|ous year ÜS Do||ar 429 |acs} at
fxed amount of ` 5,652 |acs (` 19,660 |acs} wh|ch w||| be sett|ed at future date. The purposes of th|s der|vat|ve
contract are for repayment of |oans of ÜS Do||ar 126 |acs.
||} Fore|gn currency transact|ons outstand|ng as on ba|ance sheet date that are not hedged by der|vat|ve |nstru-
ments or otherw|se are as under:
* SGD 5,000
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Deferred tax assets on account of:
-Deprec|at|on 15,651 9,180
-Ünabsorbed deprec|at|on and tax |osses 35,610 43,259
-||ab|||ty for |eave encashment and ret|rement beneft prov|s|on 347 293
-D|sa||owance as per sect|on 43B of lncome tax Act 5 21
-Demerger expenses as per sect|on 35DD of lncome tax Act 38 -
-Prov|s|on for doubtfu| debts and advances 1,467 10
Deferred tax assets 53,118 52,763
Recognised in the accounts - -
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
A) Income
Other |ncome
M|sce||aneous lncome - 311
Total income - 311
B) Expenses
lnterest expense - 99
Deprec|at|on (a|so refer to note 31} - 919
Total expenses - 1,018
Net income/ (expense) (A-B) - (707)
Particulars As at 31 March 2012 As at 31 March 2011
Amount |n Amount |n Amount |n Amount |n Amount |n Amount |n
ÜSD (|acs} SGD (|acs} ` (|acs} ÜSD (|acs} SGD (|acs} ` (|acs}
Ba|ances w|th bank 403 - 20,634 388 - 17,320
Rece|vab|es 13 - 687 33 - 1,452
|oans and borrow|ngs 1,763 - 90,171 791 - 35,312
Sundry cred|tors 98 -* 5,035 235 - 10,157
121
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
43. Contingent liabilities and commitments
a) Contingent liabilities
b) Commitments
c} Dur|ng the prev|ous year, the Oompany rece|ved a demand not|ce for |ncome tax and |nterest thereon aggregat|ng
` 4,056 |acs |n re|at|on to an ear||er year. Dur|ng the current year the Oompany rece|ved stay order on demand of `
4,056 |acs, depos|t|ng ` 400 |acs t||| d|sposa| of appea| or 31 Ju|y 2012, wh|chever |s ear||er, Further, the assess|ng
author|ty has reduced the demand to ` 2,642 |acs on the bas|s of app||cat|on for rect|fcat|on f|ed by the Oompany.
The matter perta|ns to a||eged short deduct|on of tax at source on certa|n payments and |nterest thereon for de|ayed
per|od. The Oompany has d|sputed the |ssue and has f|ed an appea| aga|nst the abovesa|d demand w|th the tax
author|t|es. The Oompany, supported by a |ega| v|ew |n the matter, |s of the v|ew that no prov|s|on |s necessary t|||
the d|spute |s fna||y conc|uded by the appropr|ate author|t|es
d} The Oompany has rece|ved not|ces |n var|ous States on app||cab|||ty of Enterta|nment Tax, for wh|ch no demands
have been rece|ved. The Oompany has contested these not|ces at var|ous Appe||ate Forums/ Oourts and the matter
|s subjud|ce
44. Dur|ng the year, the Oompany m|grated from the fxed fee agreement w|th ESPN Software lnd|a Pr|vate ||m|ted (ESS}
to a Reference lnterconnect Offer (RlO} based agreement for |ts content fees. Üpon refusa| by the ESS to m|grate,
the Oompany has approached the Te|ecom D|spute Sett|ement Appe||ate Tr|buna| (TDSAT}. The TDSAT, v|de |ts
judgement dated 10 Apr|| 2012, has a||owed the Oompany to pay the content fees to ESS w.e.f. 1 September 2011
on the bas|s of RlO rates pub||shed by ESS and a|so a||owed the Oompany a refund of any amount represent|ng the
d|fference between the amount pa|d by the Oompany as per the fxed fee agreement and the amount payab|e under
the RlO rates w.e.f. 1 September 2011. Though ESS has f|ed a spec|a| |eave pet|t|on aga|nst the above order before
the Supreme Oourt after the year end, the company |n ||eu of the order of the TDSAT has exerc|sed |ts r|ght to c|a|m
the above refund of the ba|ance amount and/or adjust the same from the month|y content fee payab|e to ESS. The
content charges aggregat|ve ` 1,710 |acs w|th respect to the above party have accord|ng|y been adjusted.
45. The fnanc|a| statements for the year ended 31 March 2011 had been prepared as per the then app||cab|e, pre-
rev|sed Schedu|e vl to the Oompan|es Act, 1956. Oonsequent to the not|fcat|on of rev|sed schedu|e vl under the
Oompan|es Act, 1956, the fnanc|a| statements for the year ended 31 March 2012 are prepared as per the rev|sed
schedu|e vl. Accord|ng|y, the prev|ous year fgures have a|so been rec|ass|fed to conform to th|s year`s c|ass|fcat|on.
The adopt|on of rev|sed schedu|e vl for the prev|ous year fgures does not |mpact recogn|t|on and measurement
pr|nc|p|es fo||owed for preparat|on of fnanc|a| statements. The fo||ow|ng |s a summary of s|gn|fcant effects that
rev|sed schedu|e vl has pr|mar||y on presentat|on of Ba|ance Sheet of the Oompany as at 31 March 2011.
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
O|a|m aga|nst the Oompany not acknow|edged as debt 483 483
lncome-tax Act, 1961(refer note 43c} 2,652 4,056
Sa|es Tax and va|ue Added Tax demands 1,169 1,099
lnd|an Oustoms Act, 1962 795 1,494
F|nance Act,1994 (Serv|ce tax case} 167 -
Wea|th Tax Act,1957 1 -
Enterta|nment tax demands (refer note 43d} 1,244 1,182
|ega| cases |nc|ud|ng customers aga|nst the Oompany Ünascerta|ned Ünascerta|ned
Particulars For the year ended For the year ended
31 March 2012 31 March 2011
Est|mated amount of contracts rema|n|ng to be 19,343 34,699
executed on cap|ta| account
122
As per pre-revised schedule VI As per-revised schedule VI
Particulars Amount Amount Particulars
Deb|t ba|ance |n proft and |oss
account (shown under app||ca-
t|on of funds}
161,919 161,919 Shown under reserves and surp|us
Secured loans 107,631 64,853 Shown as |ong-term borrow|ng
42,778 Shown under other current ||ab|||t|es
Current liabilities
Sundry cred|tors (other than
m|cro and sma|| enterpr|ses}
Book overdraft
Advance revenue/depos|ts
rece|ved
Advance share ca|| money
pend|ng adjustment
lnterest accrued but not due
Other ||ab|||t|es
Forward cover payab|e on
der|vat|ve
56,733
999
66,527
289
392
5,309
518
24,973
29,116
2,644
999
46,189
20,338
289
392
5,309
518
Shown as trade payab|es
Shown under other current ||ab|||t|es
Shown under short-term prov|s|ons
Shown under other current ||ab|||t|es
Shown under other current ||ab|||t|es
Shown under other |ong-term ||ab|||t|es
Shown under other |ong-term ||ab|||t|es
Shown under other current ||ab|||t|es
Shown under other current ||ab|||t|es
Shown under other current ||ab|||t|es
Provisions
Regu|atory dues
Ret|rement benefts
Wea|th Tax
29,329
882
1
29,329
841
41
1
Shown under short-term prov|s|ons
Shown under |ong-term prov|s|ons
Shown under short-term prov|s|ons
Shown under other current ||ab|||t|es
Fixed Assets
Oap|ta| work-|n-process |nc|ud-
|ng cap|ta| advances
45,803 44,209
1,594
Shown as cap|ta| work-|n-progress
Shown under |ong term |oans and ad-
vances as cap|ta| advances
Cash and bank balances
F|xed depos|ts/marg|n
accounts
22,244 20,834
1,282
128
Shown under other bank ba|ances
Shown under other non-current assets
Shown under cash and cash
equ|va|ent
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
123
As per pre-revised schedule VI As per-revised schedule VI
Particulars Amount Amount Particulars
Other current assets 190 190 Shown under other current assets
Loans and advances
Advances recoverab|e |n cash
or |n k|nd or for va|ue to be
rece|ved
Ba|ances w|th customs, exc|se
and sa|es tax author|t|es
Advance tax
|oans to body corporate
Depos|ts w|th government
author|t|es
Depos|ts others
7,002
10,448
2,554
1,676
1,215
2,490
6,671
221
111
10,448
2,554
1,676
1,107
2,130
469
Shown under short-term |oans and advances
Shown under |ong-term |oans and advances
Shown under other current assets
Shown under short-term |oans and advances
Shown under short-term |oans and advances
Shown under short-term |oans and advances
Shown as |ong-term |oans and advances
Shown under short-term |oans and advances
Shown as |ong-term |oans and advance
Considered doubtful
Advances recoverab|e |n cash
or |n k|nd or for va|ue to be
rece|ved
Prov|s|on for doubtfu| advances
58
(58}
58
(58}
Shown under |oans and advances
Shown under |oans and advances
Notes to the consolidated financial statements
for the year ended 31 March 2012
(All amounts in ` lacs, unless stated otherwise)
As Per our report attached
For B S R & Co. For and on beha|f of Board of D|rectors of
Ohartered Accountants Dish TV India Limited
F|rm Reg|strat|on No.: 101248W
Kaushal Kishore Jawahar Lal Goel B. D. Narang
Partner Manag|ng D|rector D|rector
Membersh|p No.: 090075
Rajeev K. Dalmia Ranjit Singh
Oh|ef F|nanc|a| Offcer Oompany Secretary
P|ace: Gurgaon P|ace: No|da
Date: 16 May 2012 Date: 16 May 2012
124
STATEMENT PURSUANT TO EXEMPTION RECEIVED UNDER SECTION 212(8) OF THE COMPANIES
ACT, 1956 RELATING TO SUBSIDIARY COMPANIES FOR THE YEAR ENDED MARCH 31, 2012
*Equ|va|ent to ` 41/-
Particulars Dish TV Singapore Pte. Limited (Amount in ` lacs)
Summary Balance Sheet
Share Oap|ta| 0*
Reserves and Surp|us (lnc|ud|ng deb|t ba|ance of Proft & |oss Account} (2}
Tota| Assets 678
Tota| ||ab|||t|es 680
lnvestments (exc|ud|ng Subs|d|ar|es} -
4VNNBSZ1SPæUBOE-PTF"DDPVOU
Turnover -
Proft / (|oss} before tax (2}
Prov|s|on for tax -
Proft / (|oss} after tax (2}
Proposed D|v|dend -
125
DISH TV INDIA LIMITED
Reg|stered Offce: Esse| House, B-10, |awrence Road lndustr|a| Area, De|h|- 110 035
E-COMMUNICATION REGISTRATION FORM
To,
Sharepro Services (India) Private Limited
Unit: Dish TV india Limited
13 AB Samhita Warehousing Complex, 2nd Floor,
Sakinaka Telephone Exchange Lane, Off Andheri-Kurla Road,
Sakinaka, Andheri (E), Mumbai – 400 072
Green initiative in Corporate Governance
I/ we hereby exercise my/ our option to receive all communications from the Company such as Notice of General Meeting,
Exp|anatory Statement, Aud|ted F|nanc|a| Statements, Ba|ance Sheet, Proft & |oss Account, D|rectors` Report, Aud|tor`s
Report and other documents in electronic mode pursuant to the ‘ Green Initiative in Corporate Governance’ undertaken
by the Ministry of Corporate Affairs vide circular no.17/ 2011 dated 21st April, 2011. Please register my e-mail ID as given
below, in your records, for sending the communications:
Folio No. / DP ID & Client ID No. :__________________________________________________________________________
Name of 1
st
Registered Holder : ___________________________________________________________________________
Name of Joint Holder(s), if any : ____________________________________________________________________________
Registered Address of the Sole/ 1
st
Registered Holder : _______________________________________________________
_______________________________________________________________________________________________________
No. of Shares held : _____________________________________________________________________________________
E-mail ID (to be registered) : ______________________________________________________________________________
Date: ___________________ Signature:_______________
Notes:
1) On registration, all communications will be sent to the e-mail ID registered.
2) The form is also available on the website of the Company “www.dishtv.in” under the section ‘ Investor Information’ .
3) Shareholders are requested to keep the Company’s Registrar-Sharepro Services (India) Private Limited informed
as and when there is any change in the e-mail address.
127
DISH TV INDIA LIMITED
Regd. Offce: Esse| House B-10, |awrence Road lndustr|a| Area, De|h| - 110 035.
ATTENDANCE SLIP
P|EASE OOMP|ETE THlS ATTENDANOE S|lP AND HAND lT OvER AT THE ENTRANOE OF THE MEETlNG HA||.
Name and Address of Equ|ty Shareho|der (lN B|OOK |ETTERS}: ____________________________________________________________
____________________________________________________________________________________________________________________
Name and Address of the Proxy (lN B|OOK |ETTERS, to be f||ed |n by the Proxy attend|ng |nstead of the Equ|ty Shareho|der}: _______
____________________________________________________________________________________________________________________
l hereby record my presence at the 24th Annua| Genera| Meet|ng of the Oompany, convened on Thursday, the 9th Day of August, 2012
at NOÜl Aud|tor|um, 3 S|r| lnst|tut|ona| Area, August Krant| Marg, New De|h| - 110 016 at 11.00 A.M.
Reg. Fo||o No. : _______________ DP lD No. : _______________
O||ent lD No. : _______________ No. of Shares : _______________
S|gnature of the Equ|ty Shareho|der/Proxy
NOTE: Equ|ty Shareho|ders attend|ng the Meet|ng |n person or through Proxy are requested to comp|ete the Attendance S||p and hand
|t over at the entrance of the meet|ng ha||.
DISH TV INDIA LIMITED
Regd. Offce: Esse| House B-10, |awrence Road lndustr|a| Area, De|h| - 110 035.
FORM OF PROXY
l/We ________________________________________________ of _____________________________________________ be|ng a member/
members of D|sh Tv lnd|a ||m|ted, hereby appo|nt _________________________________________________________________________
_____ of __________________________________________________ fa|||ng h|m ______________________________________ of ________
___________________________________________________ as my/our proxy to attend and vote for me/us on my/our beha|f at the 24th
Annua| Genera| Meet|ng of the Oompany to be he|d on Thursday, the 9th Day of August, 2012 at 11:00 A.M. at NOÜl Aud|tor|um, 3 S|r|
lnst|tut|ona| Area, August Krant| Marg, New De|h| - 110 016 and/or at any adjournment(s} thereof.
Dated th|s _________ day of _______. 2012
Name : _____________________________________________________________________________________________________________
Address : ___________________________________________________________________________________________________________
Reg. Fo||o No. : _______________ DP lD No. : _______________
O||ent lD No. : _______________ No. of Shares : _______________
S|gnature of the Shareho|der/Proxy
Notes: 1. The Proxy Form must be depos|ted at the Reg|stered Offce of the Oompany at Esse| House B-10, |awrence Road
lndustr|a| Area, De|h| - 110 035 at |east 48 hours before the t|me for ho|d|ng he meet|ng. The proxy need not be a
member of the Oompany.
2. A|| a|terat|ons made |n the Proxy Form shou|d be |n|t|ated.
3. ln case of mu|t|p|e prox|es, proxy |ater |n t|me sha|| be treated as va||d and accepted.
Affx `1/-
Revenue
Stamp
doc_800272899.pdf