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Dish TV India Ltd.

BSE: 532839 Sector: Media
BSE 00:00 | 19 Jul 67.60 -0.85






NSE 00:00 | 19 Jul 67.75 -0.55






OPEN 68.45
VOLUME 87694
52-Week high 87.00
52-Week low 63.60
P/E 187.78
Mkt Cap.(Rs cr) 13,005
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 68.45
CLOSE 68.45
VOLUME 87694
52-Week high 87.00
52-Week low 63.60
P/E 187.78
Mkt Cap.(Rs cr) 13,005
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Dish TV India Ltd. (DISHTV) - Director Report

Company director report

To the Members

Your Directors are pleased to present the 29th (Twenty Ninth) Annual Reportcovering the business and operations of the Company and the Annual Audited FinancialStatements of the Company for the Financial Year ended March 31 2017.


The Financial Performance of your Company for the Financial Year ended March 31 2017is summarized below:

(Rs.In Lakhs)

Standalone-Year Ended

Consolidated-Year Ended

Particulars Year ended March 31 2017 Year ended March 31 2016 Year ended March 31 2017 Year ended March 312016
Sales & Services 194539 222755 301439 305994
Other Income 4388 7847 4751 6404
Total Income 198927 230602 306190 312398
Total Expenses 174308 192890 292850 283446
Profit/(Loss) before Tax & Prior Period Item 24619 37712 13340 28952
Prior Period Item - - - -
Profit/(Loss) before Tax 24619 37712 13340 28952
Profit from continuing operations before tax 24619 37712 13340 28952
Profit/(loss) from discontinuing operations before tax - - - -
- Current tax 8789 260 10349 3310
- Deferred tax credit (179) (4540) (7403) (43600)
- Income tax -prior years (260) - (534) -
Profit from continuing operations after tax 16269 41992 10928 69242
Profit/(loss) from discontinuing operations after tax - - - -
Profit/(Loss) after Tax 16269 41992 10928 69242
Profit/(Loss) for the Year 16269 41992 10928 69242
Add: Balance brought forward (155870) (197862) (128777) (198019)
Adjustment for depreciation - - - -
Amount available for appropriations (139601) (155870) (117850) (128777)
Balance Carried Forward (139601) (155870) (117850) (128777)

There have been no material changes and commitments that have occurred after close ofthe financial year till the date of this report which affect the financial position ofthe Company other than the Order of the Hon'ble National Company Law Tribunal MumbaiBench approving the proposal of the Company for "Capital Reduction by way ofreduction of the Securities Premium Account by writing off the deficit in the Statement ofProfit & Loss Account of the Company". The same has been dealt in this report.


The Board takes the pleasure to report that your Company continues to be in profits inthe financial year under review. With sustained focus on the business your Company hasreported a profit of Rs.16269 lacs during the financial year under review. Pursuant toSection 123 of the Companies Act 2013 read with Companies (Declaration and Payment ofDividend) Rules 2014 a Company is required to set off accumulated losses of previousyears/depreciation not provided in previous years against profits of the current yearbefore declaration of any dividend. Since there is an accumulated debit balance ofRs.139601 lacs in the profit and loss account of the Company hence no dividend isrecommended for the year under review.

The Board of your Company has approved the Dividend Distribution Policy of the Companyin terms of Regulation 43A of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ('Listing Regulations') asapplicable to the top 500 Listed Companies. The said Policy of the Company sets out theparameters and circumstances that will be taken into account by the Board in determiningthe distribution of dividend to its shareholders and/or retained profits earned by theCompany. The policy is available on the website of the Company viz.


According to the Economic Survey the entertainment industry has been one of thefastest growing segments of the economy in the last two decades. It is projected to reachRs.1964 billion by 2019. Your company with its pioneering spirit continues to ride thiswave and move from strength to strength.

In the year under review your Company continued to make substantial profits to thetune of Rs.16269 lacs. This was achieved with a sustained focus on the customer andworking towards their needs and requirements. Introducing innovative packaging and makingHi- Definition (HD) more affordable were the key initiatives which ensured growth in grosssubscribers.

With growing disposable income growth and improvements in technology our customers'viewing devices also keep on improving and hence their needs and expectations continue toevolve. At the other end of the spectrum new customers are coming in with thedigitization drive. Our ability to enhance content quality together with affordabilitymakes us the prime choice for customers across the country.

Dish TV strives to enhance viewing experience of a diverse audience and will continueto evolve with time and technology. This will also help us overcome the multiplechallenges bound to come our way.

We will continue to empower our customers and transform their entertainment needs withthe power of digitization offering more channels On Demand Services and InteractiveTelevision Services. In addition we ensure high quality of the received signal and uses asecure digital distribution system. Consumers can experience new improved services withenhanced quality.

Entertainment has emerged as one of the key human requirement and that has made themarket more lucrative than ever. It has also made it more competitive than ever before.Bigger stronger players will have a greater role to play in this market.

Dish TV will continue to offer a wide array of multibrand and multi product portfolioto suit the needs of different consumer segments. Competitiveness on the fronts oftechnology content and price will be the key drivers of the brand's affinity with itsconsumers. This three pronged focus will enable the company to expand its overall base andmove existing customers up the value chain enhancing ARPU. The introduction of acompletely new & advanced interface will enhance the experience of subscribersmanifold.

Dish TV has always endeavored to make entertainment accessible in the most convenientways to the consumers. Recent technological advances are making it possible forentertainment to be available anytime anywhere. Your Company has tapped onto that trendwith DishOnline. Going forward Dish TV will continue to strengthen its presence in thissegment and meeting the requirements of its customers in this segment.

This year will be about giving more power in the hands of the customer. Greater valuewill be provided with the introduction of benefits on long term recharges. This would be awin-win situation for both subscriber and Company with the former saving money and thelatter improving retention. Enhancing freedom by introducing flexibility has been given inthe form of selecting individual channels to customize base packs. Finding means formaximizing value for the customer will always be the never ending quest which drives eachand every employee of the company.


Subsidiary in Sri Lanka:

Your Company upon the approval of Board of Directors incorporated a Joint Venture('JV') Company with Satnet (Private) Limited a Company incorporated under the Laws of SriLanka in the name and style of 'Dish T V Lanka (Private) Limited' for providing Direct toHome Services in Sri Lanka on April 25 2012 with a paid up share capital of 1 millionSri Lankan Rupees. Your Company holds 70% of the paid-up share capital and

Satnet (Private) Limited holds 30% of the paid-up share capital in Dish T V Lanka(Private) Limited. Dish T V Lanka (Private) Limited has commenced the operations under therequisite licenses and permissions obtained from regulatory authorities. The Company hasalso been registered as a Board of Investment (Rs.BO I') approved Company in Sri Lanka.The registration with BOI grants various benefits to the Company including duty freeimports of the equipment and set top box for one year tax holiday of 7 years etc.

Subsidiary in India:

Your Company upon the approval of Board of Directors and the Members of the Companyacquired the entire share capital of Xingmedia Distribution Private Limited ('Xingmedia')on March 24 2014. Upon requisite approvals the name of Xingmedia has been changed to'Dish Infra Services Private Limited' ('Dish Infra'). Post approval of Members of theCompany by way of Special Resolution passed by Postal Ballot the non-core business of theCompany (undertaking pertaining to the provision of infra support services to thesubscribers for facilitating the DTH services including the instruments which are requiredfor receiving DTH signals such as set top boxes(STB) dish antenna Low Noise Boxes (LNB)and other customer related services including call centre services and repairs) has beentransferred to Dish Infra with effect from April 1 2015.

U pon n omi nati on by the Company one I ndepend ent Director of the Board has beenappointed as an Independent Director on the Board of Dish Infra (Company's materialnon-listed Indian Subsidiary) in compliance with the provisions of Regulation 24 of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.

Associate Company in India:

Your Company upon the approval of Board of Directors incorporated an Associate Companyin the name and style of 'C&S Medianet Private Limited' on May 5 2016. C&SMedianet Private Limited's initial paid up capital is Rs.100000. Your Company holds 48%of the initial capital and Siti Cable Network Limited also hold 48% of the initialcapital. The said Company shall act as a negotiating agency for Content/AdvertisementSales/Carriage etc. for the television channel distribution industry (DTH and Cable). Thesaid Company is yet to commence its operations.

Apart from the above no other Subsidiary/Joint- venture/Associate was formed ordivested during the financial year 2016-17.

Audited Accounts of Subsidiary Companies:

Your Company has prepared the Audited Consolidated Financial Statements in accordancewith Section 129(3) of the Companies Act 2013 read with applicable Accounting Standardsand Listing Regulations 2015. The statement pursuant to Section 129(3) of Companies Act2013 and Rule 5 of Companies (Accounts) Rules 2014 highlighting the summary of thefinancial performance of the subsidiaries is annexed to this Report.

As required under the Accounting Standard 21-'Consolidated Financial Statements'issued by the Institute of Chartered Accountants of India (Rs.IC AI') and applicableprovisions of the Listing Regulations the Audited Consolidated Financial Statements ofthe Company reflecting the Consolidation of the Accounts of its subsidiaries are includedin this Annual Report. Further a statement containing the salient features of thefinancial statements of the subsidiaries and associate in the prescribed format AOC -1 isappended to this report.

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and audited accounts of subsidiaries are available on the website of the Company These documents will also be available for inspection during business hoursat the Registered Office of the Company.

Your Company has a policy for determining Material Subsidiaries. The Policy isdisclosed on the Company's website viz. and is accessible at aspx.


Your Company's fully paid up equity shares continue to be listed and traded on NationalStock Exchange of India Limited ('NSE') and BSE Limited ('BSE'). Both these StockExchanges have nation-wide trading terminals and hence facilitates theshareholders/investors of the Company in trading the shares. The Company has paid theannual listing fee for the Financial Year 2017-18 to the said Stock Exchanges.

The Company has also paid the annual maintenance fee to the Luxembourg Stock Exchangein respect of its Global Depository Receipts ('GDR') for the year 2017.


Your Company has arrangements with National Securities Depository Limited ('NSDL) andCentral Depository Services (India) Limited ('CDSL) the Depositories for facilitatingthe members to trade in the fully paid up equity shares of the Company in Dematerializedform. The Annual Custody fees for the Financial Year 2017-18 has been paid to both theDepositories.


During the year under review your Company has allotted 104070 fully paid equityshares upon exercise of Stock Option by the eligible Employees of the Company pursuantto the Employee Stock Option Scheme-2007 ('ESOP-2007') of the Company and these shareswere duly admitted for trading on both the stock exchanges viz. NSE and BSE.

During the Financial Year 2008-09 your Company had come up with Right Issue of518149592 equity shares of Rs.1 each issued at Rs.22 per share (including premium ofRs.21 per share) payable in three installments. Upon receipt of valid second call moneyfrom the concerned shareholders during the year under review the Company converted 121equity shares from Rs.0.75 each paid up to Rs.1 each fully paid up.

Pursuant to the issue of further equity shares under ESOP scheme and subsequent toconversion of partly paid equity shares the paid up capital of your Company during theyear has increased from Rs.1065851431.75 (comprising of 1065830337 fully paidup equity shares of Rs.1 each 15383 equity shares of Rs.1 each paid up Rs.0.75 perequity share & 19115 equity shares of Rs.1 each paid up Rs.0.50 per equity sharejtoRs.1065955532 (comprising of 1065934528 fully paid up equity shares of Rs.1each 15262 equity shares of Rs.1 each paid up Rs.0.75 per equity share & 19115equity shares of Rs.1 each paid up Rs.0.50 per equity share).


In compliance with the Securities and Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014 as amended from time to time your Board had authorized theNomination and Remuneration Committee (formerly 'Remuneration Committee') to administerand implement the Company's Employees Stock Option Scheme (ESOP-2007) including decidingand reviewing the eligibility criteria for grant and /or issuance of stock options underthe Scheme. The ESOP Allotment Committee of the Board considers reviews and allots equityshares to the eligible Employees exercising the stock options under the Employee StockOption Scheme (ESOP-2007) of the Company.

During the period under review the Nomination and Remuneration Committee (formerly'Remuneration Committee') of the Board granted 803800 stock options to the eligibleEmployees as per the ESOP-2007 Scheme of the Company. The Company during the yearallotted 104070 fully paid equity shares upon exercise of the stock options by eligibleEmployees under the ESOP-2007.

Applicable disclosures relating to Employees Stock Options as at March 31 2017pursuant to SEBI (Share Based Employee Benefits) Regulations 2014 as amended from timeto time are available on the website of the Company at The ESOP-2007 Scheme of the Company is in compliancewith SEBI (Share Based Employee Benefits) Regulations 2014.

Statutory Auditors' certificate to the effect that the ESOP-2007 Scheme of the Companyhas been implemented in accordance with the SEBI Guidelines and as per the resolutionpassed by the members of the Company as prescribed under Regulation 13 of the SEBI (ShareBased Employee Benefits) Regulations 2014 has been obtained and shall be available forinspection at the Annual General Meeting of the Company. Copy of the same shall also beavailable for inspection at the Registered Office of the Company on all working days(Monday to Friday) between 2.00 P.M. to 4.00 P.M. up to the date of Annual General Meetingof the Company.


Out of the total Right Issue size of Rs.113992.91 Lacs the Company has received a sumof Rs.113988.63 Lacs towards the share application and call money(s) as at March 312017.

The details of utilization of Rights Issue proceeds are placed before the AuditCommittee and the Board on a quarterly basis. Further the Company also provides thedetails of the utilization of Rights Issue proceeds to IDBI Bank Limited the MonitoringAgency of the Company on half yearly basis along with Auditors' Certificate onUtilization and furnishes the Monitoring Report to the Stock Exchanges.

The Board at its meeting held on May 28 2009 approved to make changes in the manner ofusage of right issue proceeds. The utilization of rights issue proceeds as on March 312017 is as under:

Particulars Amount (Rs. In Lakhs)
Repayment of loans 28421.44
Repayment of loans received after launch of the Rights Issue 24300.00
General Corporate Purpose 34722.67
Acquisition of Consumer Premises Equipment (CPE) 26000.00
Right Issue Expenses 544.52
Total 113988.63

The half yearly Monitoring Reports issued by IDBI Bank Limited the Monitoring Agencyof the Company was recorded by the Audit Committee and the Board at their respectivemeetings and necessary compliance in this regard had been carried out.


The Global Depository Receipt ('GDR') Offer of the Company for 117035 GDRs at a priceof US $ 854.50 per GDR each GDR representing 1000 fully paid equity shares of theCompany were fully subscribed by Apollo India Private Equity II (Mauritius) Limited. Theunderlying shares against each of the GDRs were issued in the name of theDepository-Deutsche Bank Trust Company Americas. As on March 31 2017 NIL GDRs areoutstanding the underlying shares of which forms part of the existing paid up capital ofthe Company.

The manner of utilization of GDR proceeds as on March 31 2017 is as under:

Particulars Amount (Rs.In Lakhs)
Acquisition of FA including CPE 7669.88
GDR Issue Expenses 344.63
Advance Against Share Application Money given to erstwhile Subsidiary 56.14
Repayment of Bank Loans 755.22
Operation Expenses including interest payment bank charges exchange fluctuation 51541.39
Less: Interest earned-realized (439.94)
Balance with non-scheduled bank 270.76
Total 60198.08


During the year under review the Board of Directors at their meeting held on August12 2016 approved shifting of the Registered Office of the Company to State of

Maharashtra Mumbai for ease of administration and cost effectiveness. The shifting wasfurther approved by the Shareholders of the Company on September 19 2016 by passingSpecial Resolution through Postal Ballot. After obtaining the necessarypermission/approval of change of Registered Office from concerned authority (ies) theRegistered Office of the Company was shifted from the National Capital Territory of Delhito the state of Maharashtra Mumbai with effect from November 3 2016. Accordingly theRegistered Office of the Company is presently situated at 18th Floor A WingMarathon Futurex N M Joshi Marg Lower Parel Mumbai-400013 Maharashtra.


During the year under review the Board of Directors of your Company had at its meetingheld on May 23 2016 approved the arrangement for reduction of the Securities PremiumAccount of the Company for writing off the deficit in the statement of Profit and LossAccount. The reduction in share capital (securities premium account) shall notprejudicially affect the Company or its Shareholders and would not in any way adverselyaffect the ordinary operations of the Company or the ability of the Company to honor itscommitments that may arise in the ordinary course of business.

Upon receipt of No objection(s) of the Stock Exchanges to the said reduction andapproval of Shareholders of the Company by passing Special Resolution through PostalBallot on September 19 2016 the Company had filed necessary application and petitionwith Hon'ble National Company Law Tribunal Mumbai Bench (NCLT) for approval of the saidCapital Reduction proposal.

The Hon'ble NCLT vide its Order dated June 28 2017 has approved the saidreduction of share capital of the Company by way of utilizing the amount standing to thecredit of the Securities Premium Account for writing off deficit in the statement ofProfit and Loss account of the Company. Accordingly the entire Securities Premium accountamounting to Rs.15433965550 (Rupees One Thousand Five Hundred Forty Three CroresThirty Nine Lakhs Sixty Five Thousand Five Hundred and Fifty Only) as on March 31 2016shall stand reduced for writing off deficit in the statement of Profit and Loss Account ofthe Company. Post receipt of the said Order necessary filings were made with the StockExchange(s) and Registrar of Companies.


On November 11 2016 the Board of Directors of your Company and Videocon d2h Limited('Vd2h') approved a scheme of arrangement ("Scheme") for the amalgamation ofVd2h into Dish TV India Limited and the execution of definitive agreements in relation tosuch amalgamation (the "Transaction"). The draft Scheme pursuant to theprovisions of Sections 391 to 394 of the Companies Act 1956 and/or applicable sections ofthe Companies Act 2013 read with rules thereto has been made with a view to reduceoperational costs increase operational efficiencies and enable optimal utilization ofvarious resources as a result of pooling of financial managerial and technical resourcesand technologies of both the Companies.

Following the completion of the amalgamation process subject to necessary approvalsyour Company will be renamed as Dish TV Videocon Limited ("Dish TV Videocon").Upon the Scheme becoming effective your Company shall issue fully paid equity shares asprovided for in the Scheme.

Upon receipt of No-objection(s) of the Stock Exchanges to the Scheme and approval ofthe Equity Shareholders of the Company at their meeting held on May 12 2017 necessarypetition was filed before the Hon'ble National Company Law Tribunal (NCLT) Mumbai forsanction of the Scheme. The scheme has also received the approval of CompetitionCommission of India New Delhi for the said combination as embodied in the Scheme ofArrangement.

Further the Board of Directors of both the Companies in order to provide greaterflexibility to the Scheme at its meeting held on May 24 2017 approved the proposal toamend the scheme by amending the clause 5.8.5 of the scheme. Pursuant to the saidamendment the GDSs to be issued by the Company pursuant to the Amalgamation can be listedon "Luxembourg Stock Exchange or London Stock Exchange or any Other StockExchange". The said amendment was placed before the Hon'ble NCLT on June 7 2017for approval. During the hearing before the Tribunal the said amendment was changed to "LuxembourgStock Exchange or London Stock Exchange".

The Hon'ble NCLT vide its Order dated July 27 2017 approved the aforesaidScheme. The certified copy of the said order is awaited. The Appointed date for the Schemehas been fixed on October 1 2017.

The Company has already made an application to the Ministry of Information andBroadcasting ('MIB') for granting necessary permissions. Upon receipt of the MIB approvalthe order of the Hon'ble NCLT shall be filed with the Registrar of Companies post whichthe Scheme shall be effective from October 1 2017.

The transaction is expected to create a leading cable and satellite distributionplatform in India. The amalgamated Company would serve approximately 28 million netsubscribers in India out of a total of 181 million TV households in India withsignificant room for growth.

Post completion of the Transaction the equity shares of the amalgamated Company shallcontinue to be listed on NSE and BSE in India. The existing Vd2h ADR holders will beentitled to receive their new shares in the form of the GDRs unless they elect to receiveand hold the new shares directly as part of the scheme.


The Registrar & Share Transfer Agent ('RTA') of the Company was changed fromSharepro Services (India) Private Limited to Link Intime India Private Limited witheffect from July 1 2016 pursuant to restraining order issued by SEBI against theerstwhile RTA. During the year under review Link Intime India Private Limited thepresent RTA of the Company shifted their registered office from C-13 Pannalal Silk MillsCompound LBS Marg Bhandup (West) Mumbai 400 078 to their own premises at C 101 247Park LBS Marg Vikhroli (West) Mumbai-400 083 Maharashtra.

Requisite proposal seeking shareholders' approval for maintaining Register & Indexof Equity Shareholders Register of Transfer and other Registers including Annual Returnat the new office of the RTA forms part of Notice of ensuing Annual General Meeting.


The Management Discussion and Analysis report as provided under Listing Regulations isseparately attached hereto and forms an integral part of this Annual Report. The saidreport gives details of the overall industry structure economic developments performanceand state of affairs of your Company's business and other material developments during thefinancial year under review.


In compliance with requirements of Section 135 of the Companies Act 2013 your Companyhas a duly constituted Corporate Social Responsibility Committee (CSR Committee)comprising of five members including three Independent Directors.

Your Company has adopted a unified approach towards CSR at Group level wherein CSRcontributions of eligible group entities are pooled in to fund high cost long-termprojects that help build Human capital and create lasting impact on the society. TheCommittee has approved the CSR Policy with Education Health Care Women Empowerment andSports as primary focus area. During the year under review a Section 8 Company in thename of Dr. Subhash Chandra Foundation was established at Group level and the Company hadcontributed to the said foundation towards Group's Educational infrastructure developmentproject at Hisar Haryana.

A detailed report on Corporate Social Responsibility activities initiated by theCompany during the year under review in compliance with the requirements of CompaniesAct 2013 is annexed to this report.


During the year under review your Company sought the approval of the Shareholders onthe following matters vide Postal Ballot Notice dated August 12 2016:

• Special Resolution for Reduction of Capital (Securities Premium Account).

• Special Resolution for Shifting of Registered Office of the Company from theNational Capital Territory of Delhi to the State of Maharashtra Mumbai.

The said notice along with Postal Ballot Form and Business Reply Envelopes were dulysent to the Shareholders and your Company also offered E-Voting facility as an alternateoption for voting by the Shareholders which enabled them to cast their voteselectronically instead of Physical Postal Ballot Form. The result on the voting conductedthrough Postal Ballot process was declared on September 22 2016.

The procedure prescribed under Section 110 of the Companies Act 2013 read with theCompanies (Management and Administration) Rules 2014 was adopted for conducting thePostal Ballot.

Further details related to the Postal Ballot procedure adopted voting pattern andresult thereof have been provided under the General Meeting Section of 'Report onCorporate Governance'.


'Corporate Governance' is an ethically driven business process that is committed tovalues aimed at enhancing an organization's brand and reputation in order to achieve theobjectives of the organization transparently. This is ensured by taking ethical businessdecisions and conducting business with a commitment to values while meeting shareholder'sexpectations.

Your Company believes that maintaining the highest standards of Corporate Governance isimperative in its pursuit of leadership in the Direct to Home ('DTH') business. TheCompany continues to focus its resources strengths and strategies to achieve its visionof continuing to be the leader in DTH Industry.

Your Company considers it an inherent responsibility to disclose timely and accurateinformation and also places high emphasis on best business practices and standards ofgovernance besides strictly complying with the requirements applicable as per ListingRegulations and Companies Act 2013.

In terms of Schedule V of Listing Regulations a detailed report on CorporateGovernance along with Compliance Certificate issued by the Statutory Auditors of theCompany is attached and forms an integral part of this Annual Report. ManagementDiscussion and Analysis Report and Business Responsibility Report as per ListingRegulations are presented in separate sections forming part of the Annual Report. The saidReports will also be available on the Company's website www.dishtv. in as part of theAnnual Report.

Your Company is committed to benchmarking itself with global standards of CorporateGovernance. It has put in place an effective Corporate Governance system which ensuresthat provisions of the Companies Act and Listing Regulations are duly complied with notonly in form but also in substance.

In compliance with the requirements of Companies Act 2013 and Listing Regulationsyour Board has approved various Policies including Code of Conduct for Directors &Senior Management Material Subsidiary Policy Insider Trading Code Document PreservationPolicy Material Event Determination and Disclosure Policy Fair Disclosure PolicyCorporate Social Responsibility Policy Whistle Blower and Vigil Mechanism Policy RelatedParty Transaction Policy Dividend Distribution Policy and Remuneration Policy. All thesepolicies and codes have been uploaded on Company's website viz. and isaccessible at https://www.

Additionally Directors Familiarisation Programme and Terms and Conditions forappointment of Independent Directors can be viewed on Company's website viz.

In compliance with the requirements of Section 178 of the Companies Act 2013 theNomination and Remuneration Committee of your Board had fixed the criteria for nominatinga person on the Board which inter alia include desired size and composition of the

Board age limits qualification/experience areas of expertise and independence ofindividual.

The Audit Committee of the Board has been vested with powers and functions relating toRisk Management which inter alia includes (a) review of risk management policiesand business processes to ensure that the business processes adopted and transactionsentered into by the Company are designed to identify and mitigate potential risk; (b)laying down procedures relating to Risk assessment and minimization; and (c) formulationimplementation and monitoring of the risk management plan.



As on March 31 2017 your Board comprised of 6 Directors including 4 IndependentDirectors.

During the year under review Mr. Eric Louis Zinterhofer an Independent Directortendered his resignation from the Board of the Company on account of him being resident ofUSA and not being able to attend the Board Meetings of the Company held in India. Mr.Zinterhofer resigned from the Board of the Company from the close of business hours ofMarch 24 2017. Your Board placed on record its appreciation for the contributions made byhim during his tenure.

Pursuant to the Members' approval at the 26th Annual General Meeting held onSeptember 29 2014 Mr. Bhagwan Das Narang and Mr. Arun Duggal were appointed asIndependent Directors of the Company for a term of 3 (three) consecutive years from thedate of the 26th Annual General Meeting upto the 29th Annual GeneralMeeting of the Company to be held in the calendar year 2017. Special Resolution seekingmembers' approval for appointing them as Independent Directors for the second term of 5years from expiry of their current term forms part of the Notice of the ensuing AnnualGeneral Meeting. Your Company has received a notice in writing along with requisitedeposit pursuant to Section 160 of Companies Act 2013 proposing re appointment of Mr.Bhagwan Das Narang and Mr. Arun Duggal for second term and based on performance evaluationand contributions made by them your Board recommends their appointment for the secondterm of 5 years from the date of the 29th Annual General Meeting upto the dateof the 34th Annual General Meeting of the Company to be held in the calendaryear 2022.

Mr. Ashok Kurien Non-Executive Director is liable to retire by rotation at the ensuingAnnual General Meeting and being eligible has offered himself for re-appointment. YourBoard recommends his re-appointment.

Further Mr. Lakshmi Chand an Independent Director on the Board of the Companytendered his resignation with effect from August 17 2017 on account of his otherengagements and pre-occupations. Your Board took note of the said resignation at itsmeeting held on August 17 2017 and placed on record its appreciation for thecontributions made by him during his tenure.

During the year under review there was no change in the Key Managerial personnel ofthe Company. However Mr. Arun Kumar Kapoor Chief Executive Officer tendered hisresignation from the close of working hours of May 15 2017. Your Board placed on recordits appreciation for the contributions made by him during his tenure. Based on therecommendation of Nomination and Remuneration Committee your Board appointed Mr. AnilKumar Dua as the Group Chief Executive Officer of the Company in place of Mr. Kapoor witheffect from May 17 2017.

In compliance with the requirements of Section 203 of the Companies Act 2013 as onthe date of this report Mr. Jawahar Lal Goel Managing Director and Chairman Mr. AnilKumar Dua Chief Executive Officer Mr. Rajeev Kumar Dalmia Chief Financial Officer andMr. Ranjit Singh Company Secretary of the Company are Key Managerial Personnel of theCompany.


Mr. Jawahar Lal Goel continues to be the Chairman and Managing Director of theCompany. During the tenure of Mr. Goel as Managing Director the Company has continuouslymaintained strong growth in terms of revenue as well as continued its stronghold on theDirect To Home (DTH) market share. The Company has made considerable progress in all thespheres and has achieved tremendous growth and acquired goodwill and reputation in thebusiness. Mr. Goel has spearheaded the organization with strong zeal and commitmentdespite strong competitive intensity rise of digital cable network regulatory challengesand technological upheavals.

Mr. Goel has led your Company in a highly competitive and volatile market to not justconsolidate its market leadership but also in shaping the future of your Company into amodern technology & innovation- driven organisation.

Board Diversity

As on March 312017 your Board comprises of 6 Directors including 4 IndependentDirectors (inclusive of 1 women Director). The Company recognizes and embraces theimportance of a diverse Board in its success. The Board has also adopted the BoardDiversity Policy.

Board Meetings

The Board met seven times during the Financial Year the details of which are given inthe Corporate Governance Report which forms part of this Annual Report. The interveninggap between any two meetings was within the period prescribed by the Companies Act 2013and Listing Regulations.

Declaration by Independent Directors

Independent Directors of the Company provide declarations both at the time ofappointment and annually confirming that they meet the criteria of independence asprescribed under Companies Act 2013 and the Listing Regulations. Your Company hasreceived the said declarations from all the Independent Directors. In the opinion of theBoard Independent Directors fulfil the conditions specified in the Act Rules madethereunder and Listing Regulations and are independent of the management.

Board Evaluation

A formal evaluation of the performance of the Board it's Committees the Chairman andthe individual Directors was carried out for the Financial Year 2016-17.

The Independent Directors of your Company in a separate meeting held without presenceof other Directors and management evaluated the performance of the Chairman &Managing Director and other Non-Independent Directors along with performance of theBoard/Board Committees based on various criteria recommended by Nomination &Remuneration Committee and 'Guidance Note on Board Evaluation' dated January 5 2017issued by SEBI. A report on such evaluation done by the Independent Directors was taken onrecord by the Board and further your Board in compliance with requirements of CompaniesAct 2013 evaluated performance of all Independent Directors based on various parametersincluding attendance contribution etc.

Policy on Directors' appointment and remuneration

In compliance with the requirements of Section 178 of the Companies Act 2013 the'Nomination & Remuneration Committee' (NRC Committee) of your Board had fixed thecriteria for nominating a person on the Board which inter alia include desired sizeand composition of the Board age limit qualification/experience areas of expertise andindependence of individual. The Committee had also approved in-principle that the initialterm of an Independent Director shall not exceed 3 years. Your Company has also adopted aNomination Appointment Remuneration and Training Policy salient features whereof isannexed to this report.

Further pursuant to provisions of the Act the NRC Committee of your Board hasformulated the Remuneration Policy for the appointment and determination of remunerationof the Directors Key Management Personnel Senior Management and other Employees of yourCompany. The NRC Committee has also developed the criteria for determining thequalifications positive attributes and independence of Directors and for making paymentsto Executive Directors of the Company.

The NRC Committee takes into consideration the best remuneration practices in theindustry while fixing appropriate remuneration packages and for administering thelong-term incentive plans such as ESOPs. Further the compensation package of theDirectors Key Management Personnel Senior Management and other employees are designedbased on the set of principles enumerated in the said policy. Your Directors affirm thatthe remuneration paid to the Directors Key Management Personnel Senior Management andother employees is as per the Remuneration Policy of your Company.

The Remuneration details of the Directors Chief Executive Officer Chief FinancialOfficer and Company Secretary along with details of ratio of remuneration of eachDirector to the median remuneration of employees of the Company for the FY under revieware provided as Annexure to this Report.

Familiarisation Programme for Independent Directors

During the year under review to familiarize the Directors with strategy operationsand functions of the Company the senior managerial personnel made presentations aboutCompany's strategy operations product offering market technology facilities and riskmanagement. The Directors were also provided with relevant documents reports and internalpolicies to enable them to familiarise with your Company's procedures and practices fromtime to time besides regular briefing by the members of the senior leadership team.

Also the Board including all Independent Directors were given a detailed presentationon March 24 2017 by J. Sagar Associates on various aspects of Companies Act 2013Listing Regulations including Roles and Duties of Directors Procedural Aspects &provisions relating to merger Insider Trading Regulations etc.

Further at the time of appointment of an Independent Director the Company issues aformal letter of appointment outlining their duties and responsibilities as a Director.

Detail of familiarisation program organized for Independent Directors during FY underreview form part of Corporate Governance Report annexed hereto and are also posted on theCompany's website viz. www.dishtv. in and can be viewed on the following link:https://www.

Committees of the Board

In compliance with the requirements of Companies Act 2013 and Listing Regulations yourBoard had constituted various Board Committees including Audit Committee Nomination &Remuneration Committee Stakeholders Relationship Committee and Corporate SocialResponsibility Committee. As on March 31 2017 the Audit Committee of the Board consistedof Mr. B D Narang an Independent Director as the Chairman of the Committee and Mr. ArunDuggal and Mr. Lakshmi Chand both Independent Directors as its members.

Details of the constitution of these Committees which are in accordance withregulatory requirements have been uploaded on the website of the Company viz. of scope constitution terms of reference number of meetings held during theyear under review along with attendance of Committee Members therein form part of theCorporate Governance Report annexed to this report.

Vigil Mechanism

Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors have formulated Vigil Mechanism/WhistleBlower Policy which provides a robust framework for dealing with genuine concerns &grievances. The Policy provides opportunity to Directors/ Employees/Stakeholders of theCompany to report concerns about unethical behavior actual or suspected fraud of anyDirector and/or Employee of the Company or any violation of the Code of Conduct. Furtherduring the year under review no case was reported under the Vigil Mechanism. DuringFinancial Year 2016-17 no individual was denied access to the Audit Committee forreporting concerns if any.


Statutory Auditors

At the 26th Annual General Meeting of the Company held on September 292014 M/s. Walker Chandiok & Co. LLP Chartered Accountants Gurgaon havingRegistration No 001076N/N-500013 were appointed as the Statutory Auditors of the Companyto hold office till the conclusion of the 29th Annual General Meeting. In termsof Section 139 of the Companies Act 2013 and the rules made thereunder re-appointment ofthe Statutory Auditors for the second term would require approval of the Shareholders attheir meeting. The Board on recommendation of the Audit Committee has proposed to themembers the re-appointment of M/s Walker Chandiok & Co. LLP Chartered AccountantsNew Delhi (Firm Registration No. 001076N/N-500013) as Statutory Auditors' of the Companyfor second term for a period of Five (5) consecutive years to hold office from the date of29th Annual General Meeting until the conclusion of the 34th AnnualGeneral Meeting of the Company to be held in the calendar year 2022 and also to fix theirremuneration.

In this regard the Company has received necessary consent and certificate from M/sWalker Chndiok & Co LLP Chartered Accountants New Delhi to the effect that theirre-appointment if made will be in accordance with Section 141 of the Companies Act 2013read with Companies (Audit & Auditors) Rules 2014.

Your Board is of the opinion that continuation of M/s Walker Chandiok & Co. LLPChartered Accountants as Statutory Auditors will be in the best interests of the Companyand therefore Members are requested to consider the their re-appointment as StatutoryAuditors of the Company.

Secretarial Auditor

During the year the Board re-appointed Mr. Jayant Gupta Practicing Company Secretaryproprietor of M/s Jayant Gupta & Associates Company Secretaries as the SecretarialAuditor of the Company for conducting the Secretarial Audit for the financial year2016-17. The Secretarial Audit was carried out in compliance with Section 204 of theCompanies Act 2013 and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

The reports of Statutory Auditor and Secretarial Auditor forming part of this Annualreport do not contain any qualification reservation or adverse remarks. During the yearthe Statutory Auditors have not reported any matter under Section 143 (12) of the Acttherefore no detail is required to be disclosed under the applicable provisions of theAct.

Cost Auditor

In compliance with the requirements of Section 148 of the Companies Act 2013 read withCompanies (Cost Records and Audit) Rules 2014 as amended from time to time M/s ChandraWadhwa & Co. (Firm Registration No. 000239) Cost Accountants were engaged to carryout Audit of Cost Records of the Company for the Financial Year 2016-17. The Board of yourCompany on the basis of the recommendation of the Audit Committee had approved there-appointment of M/s Chandra Wadhwa & Co. (Firm Registration No. 000239) CostAccountants as the Cost Auditors for the financial year ending March 31 2018 on the sameterms and conditions including remuneration.

Requisite proposal seeking ratification of remuneration payable to the Cost Auditor forthe Financial Year 2016-17 as well as for the Financial Year 2017-18 by the Members as perRule 14 of Companies (Audit and Auditors) Rules 2014 forms part of the Notice of ensuingAnnual General Meeting.

Reporting of frauds by Auditors

During the year under review the Auditors have not reported any instances of fraudscommitted in the Company by its Officers or Employees to the Audit Committee under Section143(12) of the Companies Act 2013 details of which needs to be mentioned in this report.


i. Particulars of Loans guarantees and investments:

Particulars of Loans guarantees and investments made by the Company required underSection 186(4) of the Companies Act 2013 and the Listing Regulations are contained inNote no. 49 to the Standalone Financial Statement.

ii. Borrowings and Debt Servicing:

During the year under review your Company has not accepted any Loans.

iii. Transactions with Related Parties:

All related party transactions are placed before the Audit Committee for its approvaland statement of all related party transactions is placed before the Audit Committee forits review on a quarterly basis specifying the nature value and terms and conditions ofthe transactions along with arms-length justification. All Related Party Transactionsentered during the year were in Ordinary Course of the Business and on Arm's Length basis.During the year under review there have been no materially significant related partytransactions as defined under Section 188 of the Act and Regulations 23 the ListingRegulations and accordingly no transactions are required to be reported in Form AOC-2 asper Section 188 of the Companies Act 2013.

iv. I nternal Financial Controls and their adequacy:

Your Company has a robust and well embedded system of internal controls. This ensuresthat all assets are safeguarded and protected against loss from unauthorised use ordisposition and all financial transactions are authorised recorded and reportedcorrectly. Your Company has approved internal financial controls and policies/proceduresto be adopted by the Company for orderly and efficient conduct of the business includingsafeguarding of assets prevention and detection of frauds and errors ensuring accuracyand completeness of the accounting records and the timely preparation of reliablefinancial information. The Audit Committee evaluates the internal financial control systemperiodically.

v. Deposits:

Your Company has not accepted any public deposit under Chapter V of the Companies Act2013.

vi. Transfer to General Reserve:

During the Financial Year under review no amount has been transferred to the GeneralReserve of the Company

vii. Extract of Annual Return:

The extract of Annual return in form MGT-9 as required under Section 92(3) of the Actread with Companies (Management & Administration) Rules 2014 is annexed to thisreport.

viii. Sexual Harassment:

The Company has zero tolerance for Sexual Harassment at workplace and has adopted aPolicy on prevention of Sexual Harassment in line with the provisions of 'The SexualHarassment of Women at Workplace (Prevention Prohibition and Redresssal) Act 2013' andthe Rules made thereunder. There was no complaint on sexual harassment during the yearunder review.

ix. Regulatory Orders:

No significant or material orders were passed by the regulators or courts or tribunalswhich impact the going concern status and Company's operations in future.


Your Company is in the business of providing Direct- to- Home ('DTH') services. Sincethe said activity does not involve any manufacturing activity most of the Informationrequired to be provided under Section 134(3)(m) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 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 everyendeavor is made to ensure optimal use of energy avoid wastages and conserve energy asfar as possible.

Technology Absorption:

In its endeavor to deliver the best to its viewers and business partners your Companyis constantly active in harnessing and tapping the latest and best technology in theindustry.

Foreign Exchange Earnings and Outgo:

Particulars of foreign currency earnings and outgo during the year are given in Noteno. 27 28 and 29 to the notes to the Accounts forming part of the Annual Accounts.


Your Company has been successful in attracting best of the talent from industry andacademic institutions and has been effectively retaining them. The talent base of yourCompany has steadily increased and your Company has created a favorable work environmentfollowing the SAMWAD philosophy which encourages innovation meritocracy and teamcollaboration. The Company is committed to nurturing enhancing and retaining talentthrough superior Learning & Organization Development interventions. During the yearvarious programmes were initiated to upgrade the skill of the human resource of theCompany. Your company also initiated interventions to align employees to company's statedvision and core values.

Your Company believes that committed employees are vital for the sustained growth ofthe Company. The Company takes pride in the commitment competence and dedication shown byits employees in all areas of business. Your Company has established policies andprocedures to discover and use the employees' capabilities and potential to increase theircommitment and contribution to the overall organization.

The Company has a robust appraisal system based on MBO (Management by Objectives)philosophy with specified SLAs for each KRA. KRAs are set and appraisals are donefollowing a top down approach and open performance discussions. We encourage meritocracyand reward excellence in performance. The employees display highest level of businessintegrity and ethics in their business conduct.

Your Directors place on record their appreciation for the significant contribution madeby all employees who through their competence dedication hard work cooperation andsupport have enabled the Company to cross milestones on a continual basis.


As on March 31 2017 the total numbers of permanent employees on the records of theCompany were 394. The information required under Section 197 of the Companies Act 2013(Act') read with the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 along with statement showing names and other particulars of the employeesdrawing remuneration in excess of the limits prescribed under the said rules is annexed tothis report.


In terms of and pursuant to Section 134 of the Companies Act 2013 in relation to theAnnual Financial Statements for the Financial Year 2016-17 your Directors state andconfirm that:

a) The Financial Statements of the Company-comprising of the Balance Sheet as at March31 2017 and the Statement of Profit & Loss for the year ended on that date have beenprepared on a going concern basis following applicable accounting standards and that nomaterial departures have been made from the same;

b) Accounting policies selected were applied consistently and the judgments andestimates related to the financial statements have been made on a prudent and reasonablebasis so as to give a true and fair view of the state of affairs of the Company as atMarch 31 2017 and of the profit of the Company for the year ended on that date;

c) Proper and sufficient care has been taken for maintenance of adequate accountingrecords in accordance with the provisions of the Act to safeguard the assets of theCompany and for preventing and detecting fraud and other irregularities;

d) Requisite internal financial controls were laid down and that such financialcontrols are adequate and operating effectively; and

e) Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.


Your Company follows a comprehensive system of Risk Management. It has adopted a policyand procedure for rapid identification definition of risk mitigation plans and execution.Actions include adjustments in prices dispatch plan inventory build-up and activeparticipation in regulatory mechanisms. Many of these risks can be foreseen throughsystematic tracking. Major risks can be categorised across following:

1. Changes in regulations

2. Market contraction due to macro-economic factors

3. Socio-economic-political disruptions

Your Company has an effective internal control and risk mitigation system which isconstantly assessed and strengthened with standard operating procedures and which ensuresthat all the assets of the Company are safeguarded and protected against any loss and thatall the transactions are properly authorized and recorded. The Company has laid downprocedures to inform audit committee and board about the risk assessment and mitigationprocedures to ensure that the management controls risk through means of a properlydefined framework. The internal control systems of your Company ensures that all assetsare safeguarded and protected against loss from unauthorized use or disposition and thosetransactions are authorized recorded and reported correctly.

Your Company has in place adequate internal financial controls with reference tofinancial statements. Based on internal financial control framework and compliance systemsestablished in the Company the work performed by statutory internal and secretarialauditors and reviews performed by the management and/or relevant Audit and otherCommittees of the Board your Board is of the opinion that the Company's internalfinancial controls were adequate and effective during the financial year 2016-17. Duringthe year no reportable material weakness in the design or operation was observed.

Properly documented policies guidelines and procedures are laid down for this purpose.The internal control system has been designed to ensure that the financial and otherrecords are reliable for preparing financial and other statements and for maintainingaccountability of assets.

The Company also has an Audit Committee presently comprising of 3 (three)Non-Executive professionally qualified Directors who interact with the StatutoryAuditors Internal Auditors and Auditees in dealing with matters within its terms ofreference. The Committee inter alia deals with accounting matters financialreporting and internal controls which also periodically reviews the Risk ManagementProcess.


In compliance with the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015 ('the PIT Regulations') on prevention of insider trading yourCompany had instituted a comprehensive Code of Conduct for regulating monitoring andreporting of trading by Insiders. The said Code lays down guidelines which adviseInsiders on the procedures to be followed and disclosures to be made in dealing with theshares of the Company and cautions them on consequences of non-compliances.

Your Company has further put in place a Code of practices and procedures of fairdisclosures of unpublished price sensitive information. Both the aforesaid Codes are inline with the PIT Regulations.


The Business Responsibility Report ('BRR') has been prepared and forms part of theAnnual Report as Annexure. The Report provides an overview of initiatives taken by yourCompany.


ICRA Limited a Credit rating agency has during the year under review assigned ICRA A+(ICRA A plus) rating to Dish Infra Services Private Limited (Company's wholly ownedsubsidiary) for the Long Term Loans and ICRA A+/ICRA A1 for long-term/ short-terminterchangeable facilities. Instruments with this rating are considered to have verystrong degree of safety regarding timely payment of financial obligations. Suchinstruments carry lower credit risk.

CARE (Credit Analysis and Research Limited) a Credit rating agency has assigned therating of CARE A+ (SO) to Dish Infra Services Private Limited (Company's wholly ownedsubsidiary) for its Non-Convertible Debenture and CARE A+ (SO)/CARE A1+ (SO) for BankFacilities. Instruments with this rating are considered to have very strong degree ofsafety regarding timely payment of financial obligations. Such instruments carry lowercredit risk.

CRISIL Limited a credit rating agency has during the year assigned CRISIL A- (CRISILA minus rating with Positive implications) to Dish Infra Services Private Limited(Company's wholly owned subsidiary) for the Long term Facilities/Non-ConvertibleDebentures. Instrument with this rating are considered to have adequate degree of safetyregarding timely servicing of financial obligations. Such instrument carry low creditrisk.


The Company maintained healthy cordial and harmonious industrial relations at alllevels. The enthusiasm and unstinting efforts of the employees have enabled the Company toremain at the leadership position in the industry. It has taken various steps to improveproductivity across the organization.


Statements in this Report particularly those which relate to Management Discussion andAnalysis describing the Company's objectives projections estimates and expectationsmay constitute 'forward looking statements' within the meaning of applicable laws andregulations and actual results might differ.


It is our strong belief that caring for our business constituents has ensured oursuccess in the past and will do so in future. Your Directors value the professionalism andcommitment of all employees of the Company and place on record their appreciation of thecontribution made by employees of the Company and its subsidiaries at all levels that hascontributed to your Company's success. Your Directors acknowledge with sincere gratitudethe co-operation and support extended by the Central and State Governments the Ministryof Information and Broadcasting ('MIB') the Department of Telecommunication ('DOT')Ministry of Finance the Telecom Regulatory Authority of India ('TRAI') the StockExchanges and other stakeholders including employees subscribers vendors bankersinvestors service providers as well as other regulatory and government authorities.

Your Board also takes this opportunity to express its deep gratitude for the continuedco-operation and support received from its valued stakeholders.

For and on behalf of the Board
Jawahar Lal Goel B. D. Narang
Chairman & Managing Director Independent Director
DIN:00076462 DIN:00826573
Place: Noida
Date: August 17 2017