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Dish TV India Ltd.

BSE: 532839 Sector: Media
NSE: DISHTV ISIN Code: INE836F01026
BSE 00:00 | 18 Jan 33.65 -1.20
(-3.44%)
OPEN

35.40

HIGH

35.40

LOW

33.35

NSE 00:00 | 18 Jan 33.65 -1.25
(-3.58%)
OPEN

35.00

HIGH

35.10

LOW

33.40

OPEN 35.40
PREVIOUS CLOSE 34.85
VOLUME 327768
52-Week high 81.70
52-Week low 32.45
P/E 82.07
Mkt Cap.(Rs cr) 6,196
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 35.40
CLOSE 34.85
VOLUME 327768
52-Week high 81.70
52-Week low 32.45
P/E 82.07
Mkt Cap.(Rs cr) 6,196
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Dish TV India Ltd. (DISHTV) - Auditors Report

Company auditors report

To the Members of Dish TV India Limited Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of Dish TV IndiaLimited (‘the Company') which comprise the Balance Sheet as at 31 March 2018 theStatement of Profit and Loss (including Other Comprehensive Income) the Cash FlowStatement and the Statement of Changes in Equity for the year then ended and a summary ofthe significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

2. The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 (‘the Act') with respect to the preparation ofthese standalone financial statements that give a true and fair view of the state ofaffairs (financial position) profit or loss (financial performance including othercomprehensive income) cash flows and changes in equity of the Company in accordance withthe accounting principles generally accepted in India including the Indian AccountingStandards (‘Ind AS') specified under Section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding the assets of the Company and for preventing and detecting fraudsand other irregularities; selection and application of appropriate accounting policies;making judgments and estimates that are reasonable and prudent; and design implementationand maintenance of adequate internal financial controls that were operating effectivelyfor ensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the standalone financial statements that give a true andfair view and are free from material misstatement whether due to fraud or error.

Auditor's Responsibility

3. Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.

4. We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.

5. We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthese standalone financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amountsand the disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial controls relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on these standalone financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India including Ind AS specified under Section133 of the Act of the state of affairs of the Company as at 31 March 2018 its profit(financial performance including other comprehensive income) its cash flows and thechanges in equity for the year ended on that date.

Emphasis of Matters

9. We draw attention to Note 66 to the standalone financial statements regarding theCompany's long term loans and advances which include loan given to its subsidiary companyDish TV Lanka Private Limited aggregating to Rs 11956.69 lacs as at 31 March 2018. Basedon the future business plans and projections of the subsidiary company which have beendeveloped using certain management assumptions and estimates the management considers theaforesaid loan as fully recoverable. Accordingly no provision has been recognised in theaccompanying standalone financial statements. Our opinion is not modified in respect ofthis matter.

10. We draw attention to Note 62(d)(ii) to the standalone financial statements whichdescribes that the Company's Direct-to-Home (DTH) license after considering the lastinterim extension received vide letter dated 31 March 2017 expired on 31 December 2017.The Company has applied to the Ministry of Information and Broadcasting (MIB) for furtherinterim extension until the regulatory framework governing the DTH Operators is finalisedby MIB which will enable the Company to renew such expired DTH license. As at year endthe Company is awaiting response from MIB with respect to the aforesaid application. Ouropinion is not modified in respect of this matter.

Other Matter

11. The Company had prepared separate standalone financial statements for the yearended 31_March_2017 and 31 March 2016 in accordance with Accounting Standards (‘AS')prescribed under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014 (as amended) on which we issued auditor's report dated 24 May 2017 and 23 May2016 respectively. These standalone financial statements have been adjusted for thedifferences in the accounting principles adopted by the Company on transition to Ind ASwhich have also been audited by us. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

12. As required by the Companies (Auditor's Report) Order 2016 (‘the Order')issued by the Central Government of India in terms of Section 143(11) of the Act we givein the Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Order.

13. Further to our comments in Annexure I as required by Section 143(3) of the Act wereport that:

a. we have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books;

c. the standalone financial statements dealt with by this report are in agreement withthe books of account;

d. in our opinion the aforesaid standalone financial statements comply with Ind ASspecified under Section 133 of the Act;

e. the matter described in paragraph 10 under Emphasis of Matters above in ouropinion may have an adverse effect on the functioning of the Company;

f. on the basis of the written representations received from the directors and taken onrecord by the Board of Directors none of the directors is disqualified as on 31 March2018 from being appointed as a director in terms of Section 164(2) of the Act;

g. we have also audited the internal financial controls over financial reporting(IFCoFR) of the Company as on 31 March 2018 in conjunction with our audit of thestandalone financial statements of the Company for the year ended on that date and ourreport dated 29 May 2018 as per Annexure II expressed unqualified opinion;

h. with respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 (as amended) inour opinion and to the best of our information and according to the explanations given tous:

i. the Company as detailed in Note 57 and Note 62 to the standalone financialstatements has disclosed the impact of pending litigations on its financial position;

ii. the Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses;

iii. there were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company; iv. the disclosure requirements relating toholdings as well as dealings in specified bank notes were applicable for the period from 8November 2016 to 30 December 2016 which are not relevant to these standalone financialstatements. Hence reporting under this clause is not applicable.

For Walker Chandiok & Co LLP

Chartered Accountants Firm's Registration No.: 001076N/N500013

Sumit Mahajan
Place: Noida Partner
Date: 29 May 2018 Membership No.: 504822

Annexure to the Independent Auditor's Report of even date to the members of Dish TVIndia Limited on the standalone financial statements for the year ended 31 March 2018

ANNEXURE I

Based on the audit procedures performed for the purpose of reporting a true and fairview on the financial statements of the Company and taking into consideration theinformation and explanations given to us and the books of account and other recordsexamined by us in the normal course of audit and to the best of our knowledge and beliefwe report that: (i) (a) The Company has maintained proper records showing fullparticulars including quantitative details and situation of fixed assets.

(b) The fixed assets other than consumer premise equipment (CPE) installed at thecustomers' premises have been physically verified by the management during the year andno material discrepancies were noticed on such verification. In our opinion the frequencyof verification of the fixed assets other than CPEs installed at the customers' premisesis reasonable having regard to the size of the Company and nature of its assets. Theexistence of CPEs installed at the customers' premises is considered on the basis of the‘active user status'. We are unable to comment on the discrepancies if any thatcould have arisen on physical verification of CPEs lying with customers in ‘inactivestatus'.

(c) The title deed of following immovable property which was transferred as a result ofbusiness combination as stated in note 41 to the standalone financial statements isstill registered in the name of the erstwhile transferor company.

Nature of property Total number of Cases Whether leasehold /freehold Gross block / value as on 31 March 2018 Net block / carrying value as on 31 March 2018 Remarks
(in Rs lacs) (in Rs lacs)
Land One Leasehold 2477 2460 Refer footnote A of note 41(B) to standalone financial statements

(ii) In our opinion the management has conducted physical verification of inventory atreasonable intervals during the year and no material discrepancies between physicalinventory and book records were noticed on physical verification.

(iii) The Company has not granted any loan secured or unsecured to companies firmsLimited Liability Partnerships (LLPs) or other parties covered in the register maintainedunder Section 189 of the Act. Accordingly the provisions of clauses 3(iii)(a) 3(iii)(b)and 3(iii)(c) of the Order are not applicable.

(iv) In our opinion the Company has complied with the provisions of Sections 185 and186 of the Act in respect of loans investments guarantees and security.

(v) In our opinion the Company has not accepted any deposits within the meaning ofSections_73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules 2014 (asamended). Accordingly the provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company pursuantto the Rules made by the Central Government for the maintenance of cost records undersubsection (1) of Section 148 of the Act in respect of Company's services and are of theopinion that prima facie the prescribed accounts and records have been made andmaintained. However we have not made a detailed examination of the cost records with aview to determine whether they are accurate or complete.

(vii) (a) Undisputed statutory dues including provident fund employees' stateinsurance income-tax sales-tax service tax duty of customs duty of excise valueadded tax cess and other material statutory dues as applicable have generally beenregularly deposited to the appropriate authorities though there has been a slight delayin a few cases. Further no undisputed amounts payable in respect thereof were outstandingat the year-end for a period of more than six months from the date they became payable.

(b) The dues outstanding in respect of income-tax sales-tax service tax duty ofcustoms duty of excise and value added tax on account of any dispute are as follows:

Statement of Disputed Dues

Name of the statute Nature of dues Amount Amount paid under Protest Period to which the amount relates Forum where dispute is pending
(` in lacs) (` in lacs)
Commissioner of Income
263 -

Assessment

Year 2004-05 tax (Appeals)
225 225

Assessment

High Court of Allahabad
Year 2009-10
Income Tax-Appellate
320 320

Assessment

Year 2010-11 Tribunal Delhi
Commissioner of Income
93 59

Assessment

Year 2011-12 tax (Appeals)
Income Tax Act 1961 Income Tax and interest
Commissioner of Income
16 -

Assessment

Year 2011-12 tax (Appeals)
Income Tax-Appellate
57 57

Assessment

Year 2012-13 Tribunal Delhi
Commissioner of Income
744 150

Assessment

Year 2012-13 tax (Appeals)
Income Tax-Appellate
65 65

Assessment

Year 2013-14 Tribunal Delhi
2006-07 to Custom Excise and Service
167* -
2010-11 Tax Appellate Tribunal
2007-08 to Custom Excise and Service
2921* -
2011-12 Tax Appellate Tribunal
2007-08 to Custom Excise and Service
631 47
2010-11 Tax Appellate Tribunal
Custom Excise and Service
6945* 521

Apr-09 to Dec-

13 Tax Appellate Tribunal
Finance Act 1994 (Service Tax) Service Tax
Jan-14 to Custom Excise and Service
2662* 200
March-15 Tax Appellate Tribunal
Custom Excise and Service
1410* 28

FY 2009-10 to

2013-14 Tax Appellate Tribunal
Custom Excise and Service
2570* 193

Apr-14 to Dec-

15 Tax Appellate Tribunal
2009-10 to Custom Excise and Service
1475* 500
2013-14 Tax Appellate Tribunal
Delhi Value Added Tax
263 2010-11
39 Tribunal
Delhi Value Added Tax
53 2011-12
10 Tribunal
Value added tax 2163 112 2014-15 Special. Commissioner – II
Delhi Value Added Tax 279 - 2012-13 Special. Commissioner – II
(including penalty
Act 2005 Objection Hearing
and interest) 5 - 2014-15
Authority
5685 - 2011-12 Special. Commissioner – II
1279 - 2013-14 Special. Commissioner – II
25998 - 2009-10 High Court of Delhi
954 - 2010-11 Special. Commissioner – II
Office of the Joint
Commissioner of
Value added tax 168 73 2014-15
Bihar Value Commercial Taxes
(including penalty (Appeal) Patna
Added Tax Act
and interest)
2005 Joint Commissioner of
119 2013-14 Commercial Taxes Appeal
47
Central Division Patna
Madhya
Deputy Commissioner of
Pradesh Value Value Added Tax 5 1 2013-14
Appeal Div -I Bhopal
Added Tax Act 2002
Deputy Commissioner
46 6 2012-13 (Appeals) Commercial Tax
Ernakulam
Deputy Commissioner
57 8 2013-14 (Appeals) Commercial Tax
Kerala VAT Act 2003 Value Added Tax Ernakulam
Deputy Commissioner
50 8 2014-15 (Appeals) Commercial Tax
Ernakulam
Deputy Commissioner
11 2 2015-16 (Appeals) Commercial Tax
Ernakulam
Appellate Authority Goa
5 1 2013-14
Commercial Tax
Goa VAT Act 2005 Value Added Tax Assessing Authority of
9 - 2014-15 Commercial Taxes Govt. of
Goa Vasco-da-Gama Ward
FY2012-13 to High court of Hyderabad
Telangana VAT Act 2005 Value Added Tax
186 46 FY2015-16
Maharashtra Value Assistant Commissioner of
Value Added Tax 1021 - 2013-14
Added Tax Act 2002 Sales Tax Mumbai
West Bengal Value Special Commissioner
Value Added Tax 27 2014-15
Added Tax Act 2003 3 (Appeal)
Special Commissioner
29 2012-13
The Central Sales Tax 3 (Appeal)
Act 1956 (West Bengal)

Central Sales Tax

Special Commissioner
3 # 2014-15
(Appeal)
Rajasthan Tax of Entry
on Good in to Local Entry Tax 173 173 2012-13 Supreme Court of India
areas 1999
Assessing Authority of
The Central Sales Tax
Central Sales Tax 2 - 2014-15 Commercial Taxes Govt. of
Act 1956 (Goa)
Goa Vasco-da-Gama Ward
The Jammu & Kashmir entry tax on goods Act 2000 Central Sales Tax 43 43 2014-15 State of Jammu & Kashmir
6 6 2015-16 State of Jammu & Kashmir

* excludes interest and penalty which will be ascertained on conclusion of matter

# Rs 28073 rounded off to Rs Lacs

(viii) The Company has not defaulted in repayment of loans or borrowings to any bank orfinancial institution during the year. The Company has no loans or borrowings payable togovernment and does not have any outstanding debentures during the year.

(ix) The Company did not raise money by way of initial public offer or further publicoffer (including debt instruments) and term loans during the year however on and fromthe "appointed date" the Company has assumed term loans taken by thetransferor company in earlier period(s) pursuant to business combination as stated inNote 41 to the financial statements._ Accordingly in our opinion the provisions ofclause 3(ix) of the Order are not applicable. (x) No fraud by the Company or on theCompany by its officers or employees has been noticed or reported during the periodcovered by our audit.

(xi) Managerial remuneration has been provided by the Company in accordance with therequisite approvals mandated by the provisions of Section 197 of the Act read withSchedule V to the Act. (xii) In our opinion the Company is not a Nidhi Company.Accordingly provisions of clause 3(xii) of the Order are not applicable.

(xiii) In our opinion all transactions with the related parties are in compliance withSections 177 and 188 of Act where applicable and the requisite details have beendisclosed in the financial statements etc. as required by the applicable Ind AS. (xiv)During the year the Company has not made any preferential allotment or private placementof shares or fully or partly convertible debentures. (xv) In our opinion the Company hasnot entered into any non-cash transactions with the directors or persons connected withthem covered under Section 192 of the Act. (xvi) The Company is not required to beregistered under Section 45-IA of the Reserve Bank of India Act 1934.

For Walker Chandiok & Co LLP

Chartered Accountants Firm's Registration No.: 001076N/N500013

Sumit Mahajan
Place: Noida Partner
Date: 29 May 2018 Membership No.: 504822

Annexure to the Independent Auditor's Report of even date to the members of Dish TVIndia Limited on the standalone financial statements for the year ended 31 March 2017

ANNEXURE II

Independent Auditor's report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

1. In conjunction with our audit of the standalone financial statements of Dish TVIndia Limited ("the Company") as of and for the year ended 31 March 2018 wehave audited the internal financial controls over financial reporting ("IFCoFR")of the company of as at that date.

Management's Responsibility for Internal Financial Controls

2. The Company's Board of Directors is responsible for establishing and maintaininginternal financial controls based on Internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the"Guidance Note") issued by the Institute of Chartered Accountants of India("ICAI"). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of the company's business including adherenceto company's policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Act.

Auditors' Responsibility

3. Our responsibility is to express an opinion on the Company's IFCoFR based on ouraudit. We conducted our audit in accordance with the Standards on Auditing issued by theInstitute of Chartered Accountants of India (‘ICAI') and deemed to be prescribedunder Section 143(10) of the Act to the extent applicable to an audit of IFCoFR and theGuidance Note on Audit of Internal Financial Controls Over Financial Reporting (‘theGuidance Note') issued by the ICAI. Those Standards and the Guidance Note require that wecomply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate IFCoFR were established and maintained and if suchcontrols operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the IFCoFR and their operating effectiveness. Our audit of IFCoFR includes obtaining anunderstanding of IFCoFR assessing the risk that a material weakness exists and testingand evaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditor's judgement including theassessment of the risks of material misstatement of the financial statements whether dueto fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's IFCoFR.

Meaning of Internal Financial Controls over Financial Reporting

6. A company's IFCoFR is a process designed to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles. A company'sIFCoFR include those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

7. Because of the inherent limitations of IFCoFR including the possibility ofcollusion or improper management override of controls material misstatements due to erroror fraud may occur and not be detected. Also projections of any evaluation of the IFCoFRto future periods are subject to the risk that IFCoFR may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or proceduresmay deteriorate.

Opinion

8. In our opinion the Company has in all material respects adequate internalfinancial controls over financial reporting and such internal financial controls wereoperating effectively as at 31 March 2018 based on Internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on

Audit of Internal Financial Controls over Financial Reporting issued by the Instituteof Chartered Accountants of India.

For Walker Chandiok & Co LLP

Chartered Accountants Firm's Registration No.: 001076N/N500013

Sumit Mahajan
Place: Noida Partner
Date: 29 May 2018 Membership No.: 504822