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Dish TV
BSE: 532839|NSE: DISHTV|ISIN: INE836F01026|SECTOR: Media & Entertainment
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« Mar 11
Notes to Accounts Year End : Mar '12
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.  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 financial 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.
 
 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 was 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 was excluded
 from the financial 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
 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 financial year 2009-10 and, accordingly, loss for the year
 2009-10 and the debit balance in the Profit and Loss Account as at 31
 March 2010 would have been higher by Rs. 17,435 lacs.
 
 Since the aforesaid impairment of fixed assets/ diminution in the value
 of investment was not recognised in 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
 previous year and the debit balance in the Profit and Loss Account at
 the end of the previous year was lower by Rs. 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
 
 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 profit on sale of such investment amounting to Rs. 93
 lacs in other income.
 
 ii) During the year, Dish TV Singapore Re. 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).
 
 3.  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 ofRs. 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
 Statement of Profit and Loss.
 
 4.  Disclosure pursuant to Accounting Standard 15 on Employee
 Benefits
 
 Defined contribution plans
 
 An amount of Rs. 360 lacs (previous year Rs. 277 lacs) and Rs. 6 lacs
 (previous year Rs. 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 operating and other
 expenditure in the Statement of Profit and Loss.
 
 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.The following table sets forth the
 status of the gratuity plan of the Company and the amounts recognised
 in the Balance Sheet and Statement of Profit and Loss:
 
 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.
 
 Salary escalation rate: The estimates of salary increases, considered
 in actuarial valuation, take account of inflation, promotion and other
 relevant factors.
 
 5.  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.
 
 6.  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 Re Limited
 
 Agrani Convergence Limited #
 
 Agrani Satellite Services Limited #
 
 (#lnvestments 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 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
 
 ASC Telecommunication Private Limited (formerly ASC Telecommunication
 Limited)
 
 Asia Today Limited
 
 Asia TV USA Limited
 
 Chum 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
 
 ZEE Telefilms Middle East Fz LLC
 
 e) Guarantees etc. given by related parties in respect of secured
 loans:
 
 i) As at 31 March 2012, personnel guarantees by key managerial
 personnel amounting to Rs. 30,000 lacs
 
 (previous year 30,000 lacs) and corporate guarantee by Churu Trading
 Company Private Limited amounting to Rs. 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 Rs. 20,000 lacs (Previous year Rs. 20,000 lacs
 from Churu Trading Company Private Limited). During the year corporate
 guarantee of Rs. 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
 Limited and finally to Dhaka Warriors Sports Private Limited
 
 iii) As at 31 March 2012, corporate guarantee by Zee Entertainment
 Enterprises Limited amounting to Rs. 13,222 lacs (previous year Rs. 32,220
 lacs). During the year, the guarantee of Rs. 18,998 lacs (previous year Rs.
 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 Rs. Nil (previous year Rs.
 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 Rs. 6,432
 lacs (previous year Rs. 11,564 lacs).
 
 7.  Leases
 
 (a) Obligation on operating lease:
 
 The Company''s significant leasing arrangements are in respect of
 operating leases taken for offices, residential 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 office premises which are
 non-cancellable leases. The initial tenure of the lease generally is
 for 11 months to 51 months. The details of assets taken on operating
 leases during the year are as under:
 
 8.  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
 
 9.  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 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 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 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 @ 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.
 
 10.  Foreign currency transactions
 
 a) In accordance with the Accounting Standard 11 (AS-11) and related
 notifications, the foreign currency exchange loss of Rs. 2,101 lacs has
 been adjusted (previous year foreign currency exchange gain of Rs. 856
 lacs) in the value of fixed assets and Rs.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 fixed amount of Rs. 5,652 lacs
 (Rs. 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.
 
 11.  Contingent liabilities and commitments
 
 a) Contingent liabilities
 
 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
 
 c) During the previous year, the Company received a demand notice for
 income tax and interest thereon aggregating Rs. 4,056 lacs in relation to
 an earlier year. During the current year the Company received stay
 order on demand of Rs. 4,056 lacs, depositing Rs. 400 lacs till disposal of
 appeal or 31 July 2012, whichever is earlier. Further, the assessing
 authority has reduced the demand to Rs. 2,642 lacs on the basis of
 application for rectification filed by the Company. 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.
 
 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.
 
 12. During the year, the Company migrated from the fixed fee agreement
 with ESPN Software India Private Limited (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 fixed fee agreement and the amount payable under the RIO rates
 w.e.f. 1 September 2011. Though ESS has filed a special 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 Rs. 1,710 lacs with respect to the above party have
 accordingly been adjusted.
Source : Dion Global Solutions Limited
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