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. |