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Dish TV
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Explore Dish TV India connections « Mar 10
Notes to Accounts Year End : Mar '11
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 4 below.
 
 2.  Capital commitments and contingent liabilities
 
 a) Capital commitments
 
 Estimated amount of contracts remaining to be executed on capital
 account and not provided for (net of advances) is Rs. 3,469,882,668
 (previous year Rs. 325,392,762).
 
 b) Contingent liabilities not provided for
 
 Particulars                          For the            For the
                                   year ended         year ended  
                                31 March 2011      31 March 2010
 
 Claim against the Company 
 not acknowledged as debt          48,301,037         43,577,609
 
 Income-tax Act, 1961*            405,614,101              -
 
 Sales Tax and Value 
 Added Tax demands                109,855,534         89,864,314
 
 Indian Customs Act, 1962         149,406,086              -
 
 Entertainment Tax demands #      118,223,928        101,520,074
 
 Legal cases against the 
 Company                        Unascertained      Unascertained
 
 * During the year, the Company received a demand notice for income tax
 and interest thereon aggregating Rs. 4,05,614,101 in relation to an
 earlier year. The matter pertains to alleged short deduction of tax at
 source on certain payments and interest thereon for delayed period. The
 Company has disputed the issue and has filed an appeal against the
 abovesaid demand with the tax authorities. The Company, supported by a
 legal view in the matter, is of the view that no provision is necessary
 till the dispute is finally concluded by the appropriate authorities.
 
 # The Company has also 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.
 
 3.  Composite Scheme of Amalgamation 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 unfavorable market conditions, the
 satellite business was discontinued in the previous year. Integrated
 Subscriber Management Services Limited (''ISMSL''), another wholly owned
 subsidiary of the Company, is 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.
 
 ii) In order to simplify the group structure and improve cost
 efficiency, the Board of Directors had approved a Composite Scheme of
 Amalgamation and Arrangement between the Company, ASSL, ISMSL and their
 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 Rs. 10 each, fully paid up, to the Company.
 
 iii) The above Scheme has been approved by the Hon''ble High Court of
 Delhi, vide its Order dated 3 March 2011 and corrigendum dated 31 March
 2011 and became effective on 31 March 2011 on filing the Order of the
 Court with the Registrar of Companies, NCT of Delhi and Haryana.
 
 v) The non-DTH business, transferred as above and which has been
 excluded from the financial statements of the Company after 31 March
 2010, did not have any operations during the year.
 
 vi) While the Company has followed the accounting treatment prescribed
 in the Scheme, duly approved by the Hon''ble High Court of Delhi, it has
 resulted in certain deviations as compared to the Generally Accepted
 Accounting Principles (GAAP) in India. Had the Company followed the
 GAAP, the impairment of fixed assets/ diminution in the value of
 investment (in accordance with Accounting Standard (''AS'') 28 and AS 13
 respectively) would have been recognised in the Profit and Loss Account
 of the previous year and, accordingly, loss for the previous years and
 the debit balance in the Profit and Loss Account as at 31 March 2010
 would have been higher by Rs. 1,743,523,943.
 
 Since the aforesaid impairment of fixed assets/diminution in the value
 of investment have not been recognised in the current year as a prior
 period item, which together with the impact of the transfer of other
 net assets/ liabilities in the current year, net of consideration
 received, have been adjusted in General Reserve directly, the loss for
 the year and the debit balance in the Profit and Loss Account at the
 end of the year is lower by Rs. 1,511,023,943. 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 Hon''ble High Court of Delhi.
 
 4.  Employee stock option plan (ESOP) 2007
 
 In the Annual General Meeting held on 3 August 2007, the shareholders
 of the Company have approved Employee Stock Option Plan i.e. ESOP 2007
 (“the Scheme”). The Scheme provided for issue of 4,282,228 stock
 options (underlying fully paid equity share of Rs. 1 each) to the
 employees of the Company as well as that of its subsidiaries and also
 to non-executive directors including independent directors of the
 Company at the exercise price which shall be equivalent to the market
 price determined as per the Securities and Exchange Board of India
 (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
 Guidelines, 1999 [''SEBI (ESOP) Guidelines, 1999''].
 
 The options granted under the Scheme shall vest between one year to six
 years from the date of grant of options, with 20% vesting each year.
 Once the options vest as per the Scheme, they would be exercisable by
 the grantee at any time within a period of four years from the date of
 vesting and the shares arising on exercise of such options shall not be
 subject to any lock-in period.
 
 The shareholders in their meeting held on 28 August 2008 approved the
 re-pricing of outstanding options which were granted till that date and
 consequently the options were re-priced at Rs. 37.55 per option,
 determined as per SEBI (ESOP) Guidelines, 1999.
 
 However, in respect of options granted subsequent to 28 August 2008,
 the exercise price of the options has been maintained as equivalent to
 the market price determined as per the SEBI (ESOP) Guidelines, 1999.
 
 As stated above, the options are granted to the employees at an
 exercise price, being the latest market price as per SEBI (ESOP)
 Guidelines, 1999. Further, since the Company follows intrinsic value
 method for accounting of the above options, there is no charge in the
 profit and loss account.
 
 5.  Disclosure pursuant to Accounting Standard 15 on “Employee
 Benefits”
 
 Defined contribution plans
 
 An amount of Rs. 27,739,431 (previous year Rs. 20,949,096) and Rs. 561,513
 (previous year Rs. 214,444) 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 operating and other
 expenditure in the Profit and Loss Account.
 
 Defined benefit plans
 
 Gratuity is payable to all eligible employees of the Company on
 superannuation, death or permanent disablement, in terms of the
 provisions of the Payment of Gratuity Act or as per the Company''s
 Scheme, whichever is more beneficial.
 
 6.  Borrowing costs
 
 During the earlier years, the Company had capitalised borrowing costs
 of Rs. 12,431,672 in the gross value of fixed assets. Since the said
 assets were not in the nature of qualifying assets, the Company has
 decapitalised Rs. 12,431,672 in the gross block and Rs. 2,532,985 in
 accumulated depreciation. This has resulted in prior period interest
 expenses of Rs. 9,898,687 (Refer to Note 24 to this schedule)
 
 7.  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.
 
 8.  Related party disclosures
 
 a) Related parties where control exists:
 
 Subsidiary companies:
 
 Integrated Subscriber Management Services Limited (ISMSL)
 
 Agrani Convergence Limited #
 
 Agrani Satellite Services Limited #
 
 (#Disposed 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 related parties with whom the Company had transactions:
 
 Key management personnel
 
 Mr. Jawahar Lal Goel
 
 Enterprises over which key management personnel/their relatives have
 significant influence
 
 Afro Asian Satellite Communication (Gibraltar) Limited
 
 Afro Asian Satellite Communication (U.K.) Limited
 
 Agrani Satellite Communication (Gibraltar) Limited
 
 ASC Telecommunication Limited
 
 Asia Today Limited
 
 Asia TV USA Limited
 
 Brio Academic Infrastructure and Resources Management Private Limited
 
 Churu Trading Company Private Limited
 
 Dakshin Media Gamming Solutions Private Limited
 
 Diligent Media Corporation Limited
 
 E-City Entertainment (India) Private Limited
 
 E-City Property Management & Services Private Limited
 
 Essel Agro Private Limited
 
 Essel Corporate Services Private Limited
 
 Essel Infraprojects Limited
 
 Essel Shyam Technology Limited
 
 Essel International Limited
 
 Essel Sports Private Limited
 
 ETC Networks Limited
 
 Indian Cable Net Company Limited
 
 Intrex Tradex Private Limited
 
 ITZ Cash Card Limited
 
 Mumbai Football Club Private Limited
 
 Pan India Network Infravest Private Limited
 
 Prajatma Trading Company Private 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
 
 e) Guarantees given by related parties in respect of secured loans:
 
 i) As at 31 March 2011, personnel guarantees by key managerial
 personnel, along with his relative and corporate guarantee by Churu
 Trading Company Private Limited amounting to Rs. 3,000,000,000 (previous
 year Rs. Nil), jointly and severally. The guarantees are outstanding as
 at the year end.
 
 ii) As at 31 March 2011, corporate guarantee by Churu Trading Company
 Private Limited amounting to Rs. 2,000,000,000 (previous year Rs. Nil). The
 guarantee is outstanding as at the year end.
 
 iii) As at 31 March 2011, corporate guarantee by Zee Entertainment
 Enterprises Limited amounting to Rs. 3,222,030,089 (previous year Rs.
 3,222,030,089). During the previous year, the guarantee of Rs.
 1,084,000,000 was released. The remaining guarantee is outstanding as
 at the year end.
 
 iv) As at 31 March 2011, corporate guarantee by Essel Infraprojects
 Limited and Rama Associates Limited amounting to Rs. 3,000,000,000
 (previous year Rs. 3,000,000,000), jointly and severally.  The guarantee
 is outstanding as at the year end.
 
 9. The Company has been making payment of license fee to the
 Regulatory Authority considering the present legal understanding.
 However, in view of the ongoing dispute, the Company has made provision
 on a conservative basis considering the terms and conditions of the
 License given by the Regulatory Authority.
 
 10.  Issue of Global Depository Receipts (GDR Issue):
 
 Pursuant to the approvals obtained by the Company and in accordance
 with the applicable laws including the Foreign Currency Convertible
 Bonds and Ordinary Shares (Through Depository Receipts Mechanism)
 Scheme, 1993, as amended, the Global Depository Receipt (GDR) Offer of
 the Company for 117,035 GDRs opened for subscription on 23 November
 2009 at a price of US $ 854.50 per GDR, each GDR representing 1000
 fully paid equity shares. The pricing of the GDR as per the pricing
 formula prescribed under Foreign Currency Convertible Bonds and
 Ordinary Shares (Through Depository Mechanism) Scheme, 1993, as
 amended, was Rs. 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 100,006,407.50 towards the
 subscription money. Upon receipt of the subscription money, the Issue
 Committee of the Board at its meeting held on 30 November 2009, issued
 and allotted 117,035,000 fully paid equity shares @ Rs. 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 GDR Issue expenses of Rs. Nil (Rs. 40,883,283) incurred during the year
 are adjusted against the Securities Premium account.
 
 11.  Foreign currency transactions
 
 a) The Company during the year ended 31 March 2009 had opted for
 accounting for the exchange differences arising on reporting of long
 term foreign currency monetary items in line with Companies (Accounting
 Standards) Amendment Rules, 2009 on Accounting Standard 11 (AS-11),
 notified by Government of India on 31 March 2009. Accordingly, in the
 current year, foreign currency exchange gain of Rs. 85,567,491 has been
 adjusted (previous year Rs. 245,009,386) in the value of fixed assets and
 Rs. 3,026,407 (previous year Rs. 1,453,273) in the capital
 work-in-progress.
 
 b) i) The Company has outstanding currency and interest swap
 transactions in respect of
 
 US Dollar 42,871,349 (previous year US Dollar 9,301,500) at fixed
 amount of Rs. 1,966,024,362 (Rs. 455,633,978) which will be settled at
 future date. The purpose of this derivative contract are for repayment
 of loans and interest rate swap of US Dollar 42,871,349. The Company
 has not entered into derivative instruments for speculation purpose.
 During the year, the Company has recorded and provided for marked to
 market loss on derivative instruments of Rs. 12,448,574 (previous year Rs.
 Nil).
 
 12.  Based on the information available, there is no due outstanding
 towards Micro and Small Enterprises.
 
 13.  The Company implemented a Scheme of Amalgamation and Arrangement
 (refer note 4 above) in the current year. Accordingly the current
 figures are not directly comparable with those of the previous year.
 
 14.  Figures of the previous year have been regrouped/rearranged,
 wherever considered necessary to conform to the current year
 presentation. Significant items in this regard are as under:
 
 - Term loan from banks and buyers credit as at 31 March 2010 ofRs.
 3,000,000,000 andRs. 2,517,649,577 respectively, have been corrected and
 shown under ''Secured loans'', as compared to previous year''s
 presentation under ''Unsecured loans''.
 
 - Forward cover payable of Rs. 35,764,268 as at 31 March 2010 has been
 disclosed separately under ''Current liabilities'', instead of previous
 year''s presentation of ''buyer''s credit'' under ''secured loans''.
 
 - Certificate of Deposits amounting to Rs. 2,000,000,000 with SICOM
 Limited as at 31 March 2010 has been shown under ''Investments'', as
 compared to previous year''s presentation under ''Loans and advances''.
 
 - Interest accrued but not due on fixed deposits and others of Rs.
 6,757,457 has been shown under ''Other current assets'', as compared to
 previous year''s presentation under ''Loans and advances''.
 
 - ''Other liabilities'' of Rs. 121,983,545 as at 31 March 2010 primarily in
 the nature of statutory dues have been shown separately under ''Current
 liabilities'', instead of earlier presentation as ''Creditors for
 expenses''.
 
 - Provision for regulatory dues of Rs. 1,652,659,378 as at 31 March 2010
 has been disclosed separately under ''Provisions'', instead of previous
 year''s presentation as ''Creditors for expenses'' under ''Current
 liabilities''.
 
 - Interest income of Rs. 632,943,242 for the year ended 31 March 2010 has
 been disclosed separately under ''Other income'', as compared to previous
 year''s presentation of netting it off against ''Interest expense''.
 
 - ''Advertisement income'' of Rs. 10,995,976 for the year ended 31 March
 2010 has been disclosed separately under ''Sales and services'' as
 compared to previous year''s presentation of under ''Other operating
 income''
 
 - ''Liabilities written back'' of Rs. 6,556,848 for the year ended 31 March
 2010 has been disclosed separately under ''Other Income'' as compared to
 previous year''s presentation of under ''Miscellaneous income''
 
 The above do not have any impact on the loss for the previous year and
 current year.
Source : Dion Global Solutions Limited
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