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Dish TV India Ltd.

BSE: 532839 Sector: Media
NSE: DISHTV ISIN Code: INE836F01026
BSE 00:00 | 04 Oct 17.70 0.20
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17.20

NSE 00:00 | 04 Oct 17.75 0.30
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17.90

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OPEN 17.75
PREVIOUS CLOSE 17.50
VOLUME 2679562
52-Week high 22.33
52-Week low 10.23
P/E 10.29
Mkt Cap.(Rs cr) 3,259
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 17.75
CLOSE 17.50
VOLUME 2679562
52-Week high 22.33
52-Week low 10.23
P/E 10.29
Mkt Cap.(Rs cr) 3,259
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 Audit of the Standalone Financial Statements

Qualified Opinion

1. We have audited the accompanying standalone financial statements ofDish TV India Limited (‘the Company') which comprise the Balance Sheet as at 31March 2021 the Statement of Profit and Loss (including Other Comprehensive Income) theCash Flow Statement and the Statement of Changes in Equity for the year then ended and asummary of the significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according tothe explanations given to us except for the possible effects of the matter described inthe Basis for Qualified Opinion section of our report the aforesaid standalone financialstatements give the information required by the Companies Act 2013 ( Act ) in the mannerso required and give a true and fair view in conformity with the accounting principlesgenerally accepted in India including Indian Accounting Standards (‘Ind AS')specified under section 133 of the Act of the state of affairsof the Company as at 31March 2021 and its loss (including other comprehensive income) its cash flows and thechanges in equity for the year ended on that date.

Basis for Qualified Opinion

3. As stated in Note 41 to the accompanying standalone financialstatements the Company has non-current investment in and other non-current loans to itswholly owned subsidiary amounting to ' 515412 lacs and ' 74173 lacs respectively. Thewholly owned subsidiary has negative net current assets and has incurred losses in thecurrent year although it has positive net worth as at 31 March 2021. As described inaforementioned note management basis its internal assessment has considered suchbalances as fully recoverable as at 31 March 2021. However the management has not carriedout a detailed and comprehensive impairment testing in accordance with the principles ofIndian Accounting Standard - 36 "Impairment of Assets" and Indian AccountingStandard - 109 "Financial Instruments". In the absence of sufficientappropriate evidence to support management's conclusion we are unable to comment uponadjustments if any that may be required to the carrying value of these non-currentinvestment and non-current loans and its consequential impact on the accompanyingstandalone financial statements.

Our opinion for the year ended 31 March 2020 was also modified inrespect of this matter.

4. We conducted our audit in accordance with the Standards on Auditingspecified under section 143(10) of the Act. Our responsibilities under those standards arefurther described in the Auditor's Responsibilities for the Audit of the FinancialStatements section of our report. We are independent of the Company in accordance with theethical requirements that are relevant to our audit of the financial statements in termsof the Code of Ethics issued by the Institute of Chartered Accountants of India ( ICAI')and the relevant provisions of the Act and the rules thereunder and we have fulfilled ourother ethical responsibilities in accordance with these requirements and the Code ofEthics. We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basis for our qualified opinion.

Key Audit Matters

5. Key audit matters are those matters that in our professionaljudgment were of most significance in our audit of the standalone financial statements ofthe current period. These matters were addressed in the context of our audit of thefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters.

6. In addition to the matters described in the Basis for QualifiedOpinion section we have determined the matters described below to be the key auditmatters to be communicated in our report.

Key audit matter How our audit addressed the key audit matter
A. Impairment assessment of Intangible assets including Goodwill Our audit procedures to address this key audit matter included but were not limited to the following:
As detailed in note 7 and 8 of the standalone financial statements the Company has intangible assets including a) We obtained an understanding from the management through detailed discussions with respect to its impairment assessment process assumptions used and estimates made by management and tested the operating effectiveness of the controls related to aforementioned impairment assessment;
Goodwill of nil (net of provision for impairment of ` 391138 lacs) Trademark/ Brand of ` 82825 lacs (net of provision for impairment of ` 20084 lacs) and Customer and distributor relationship of ` 71902 lacs arising out of business combinations.
In terms with Indian Accounting Standard 36 Impairment of Assets the management has carried out an impairment analysis of goodwill and other intangible assets which requires significant estimations and judgement with respect to inputs used and assumptions made to prepare the forecasted financial information used to determine the fair value of such intangibles using discounted cash flow model. b) We obtained the impairment analysis carried out by the management and reviewed the valuation report obtained by management from an independent valuer;
c) We assessed the professional competence objectivity and capabilities of the independent expert considered by the management for performing the required valuations to estimate the recoverable value of the goodwill and other intangible assets;
Key assumptions used in management's assessment of the carrying amount of goodwill and other intangible assets includes the expected growth rates estimates of future financial performance market conditions capital expenditure and discount rates among others.
d) We involved experts within the audit team to assess the appropriateness of the valuation model used by the management and reasonableness of assumptions made by the management relating to discount rate risk premium industry growth rate etc.;
Consequent to such impairment assessment the Company has recorded an impairment charge of `-45288 lacs against goodwill and ` 20084 lacs against
e) We evaluated the inputs used by the management with respect to revenue and cost growth trends among others for reasonableness thereof; and
Trademark/ Brand.
Considering the materiality of the amounts involved and significant degree of judgement and subjectivity involved in the estimates and assumptions used in determining the cash flows used in the impairment evaluation we have determined impairment of such goodwill and other intangible assets arising from the business combination as a key audit matter. f) We have evaluated the adequacy of disclosures made by the Company in the standalone financial statements in view of the requirements as specified in the Indian Accounting Standards.
B. Amounts recoverable and provision for expected credit losses Our audit procedures to address this key audit matter included but were not limited to the following:
Refer note 4(i) for significant accounting policy and note 49(B) for credit risk disclosures. a) Obtained an understanding the process adopted by the Company for calculation recording and monitoring of the impairment loss recognised for expected credit loss;
Trade receivables and other amounts recoverable comprise a significant portion of the current financial assets of the Company. As at 31 March 2021 trade receivables aggregate ` 6866 lacs (net of provision for expected credit losses of ` 8468 lacs).
b) We assessed and tested the design and operating effectiveness of key controls over completeness and accuracy of the key inputs and assumptions considered for calculation recording and monitoring of the impairment loss recognised. Also evaluated the controls over the modelling process validation of data and related approvals;
In accordance with Ind AS 109 the Company applies simplified approach permitted by Ind AS 109 Financial Instruments which requires lifetime expected credit losses to be recognised from the date of initial recognition of receivables.
The Company has analysed the trend of trade receivables under different ageing bracket for last three years and calculated credit loss rate basis such ageing.
c) We discussed with the management about the conditions leading to and their assessment of recoverability of dues from the parties and also referred to the available communication if any between them;
d) We referred to the aging of trade and other receivables and discussed the key balances to establish the management's assessment of recoverability of such dues;
The complexity in calculation of ECL is mainly related to calculations performed for different type of revenue streams in which the Company operates and the different recovery period for different categories of customers.
Additional provision is recognised for the receivables which are specifically identified as doubtful or non-recoverable.
e) We analysed the methodology used by the management and considered the credit and payment history of specific parties to determine the trend used for arriving at the expected credit loss provision; and
f) We have assessed the adequacy of disclosures made by the management in the standalone financial statements to reflect the expected credit loss provision trade and other receivables

Information other than the Financial Statements and Auditor's Reportthereon

7. The Company's Board of Directors are responsible for the otherinformation. The other information comprises the information included in the AnnualReport but does not include the standalone financial statements and our auditor's reportthereon. The Annual Report is expected to be made available to us after the date of thisauditor's report.

Our opinion on the standalone financial statements does not cover theother information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statementsour responsibility is to read the other information identified above when it becomesavailable and in doing so consider whether the other information is materiallyinconsistent with the standalone financial statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated.

When we read the Annual Report if we conclude that there is a materialmisstatement therein we are required to communicate the matter to those charged withgovernance.

Responsibilities of Management and Those Charged with Governance forthe Standalone Financial Statements

8. The accompanying standalone financial statements have been approvedby the Company's Board of Directors. The Company's Board of Directors are responsible forthe matters stated in section 134(5) of the Act with respect to the preparation andpresentation of these standalone financial statements that give a true and fair view ofthe financial position financial performance including other comprehensive incomechanges in equity and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Ind AS specified under section 133of the Act. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

9. In preparing the financial statements Board of Directors areresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless Board of Directors either intend to liquidate the Company or tocease operations or has no realistic alternative but to do so.

10. Those Board of Directors are also responsible for overseeing theCompany's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

11. Our objectives are to obtain reasonable assurance about whether thefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith Standards on Auditing will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individuallyor in the aggregate they could reasonably be expected to influence the economic decisionsof users taken on the basis of these financial statements.

12. As part of an audit in accordance with Standards on Auditing weexercise professional judgment and maintain professional skepticism throughout the audit.We also:

• Identify and assess the risks of material misstatement of thefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol;

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3)(i) of the Act we are also responsible for expressing our opinion onwhether the Company has adequate internal financial controls with reference to financialstatements in place and the operating effectiveness of such controls;

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management;

• Conclude on the appropriateness of management's use of the goingconcern basis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the financial statements or if such disclosures are inadequate tomodify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditor's report. However future events or conditions may cause the Companyto cease to continue as a going concern; and

• Evaluate the overall presentation structure and content of thefinancial statements including the disclosures and whether the financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation;

13. We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

14. We also provide those charged with governance with a statement thatwe have complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

15. From the matters communicated with those charged with governancewe determine those matters that were of most significance in the audit of the financialstatements of the current period and are therefore the key audit matters. We describethese matters in our auditor's report unless law or regulation precludes public disclosureabout the matter or when in extremely rare circumstances we determine that a mattershould not be communicated in our report because the adverse consequences of doing sowould reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on Other Legal and Regulatory Requirements

16. As required by section 197(16) of the Act based on our audit wereport that the Company has paid remuneration to its directors during the year inaccordance with the provisions of and limits laid down under section 197 read withSchedule V to the Act.

17. 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 give in the Annexure I a statement on the matters specified in paragraphs3 and 4 of the Order.

18. Further to our comments in Annexure I as required by section143(3) of the Act based on our audit we report to the extent applicable that:

a) we have sought and except for the matter described in the Basis forQualified Opinion section obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purpose of our audit of theaccompanying standalone financial statements;

b) except for the possible effects of the matter described in the Basisfor Qualified Opinion section in our opinion proper books of account as required by lawhave been kept by the Company so far as it appears from our examination of those books;

c) the standalone financial statements dealt with by this report are inagreement with the books of account;

d) except for the possible effects of the matter described in the Basisfor Qualified Opinion section in our opinion the aforesaid standalone financialstatements comply with Ind AS specified under section 133 of the Act;

e) on the basis of the written representations received from thedirectors and taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2021 from being appointed as a director in terms of section164(2) of the Act;

f) the qualification relating to the maintenance of accounts and othermatters connected therewith are as stated in the Basis for Qualified Opinion section;

g) we have also audited the internal financial controls with referenceto financial statements of the Company as on 31 March 2021 in conjunction with our auditof the standalone financial statements of the Company for the year ended on that date andour report dated 30 June 2021 as per Annexure II expressed modified opinion; and

h) with respect to the other matters to be included in the Auditor'sReport in accordance with rule 11 of the Companies (Audit and Auditors) Rules 2014 (asamended) in our opinion and to the best of our information and according to theexplanations given to us:

i. the Company as detailed in note 55 and 60 to the standalonefinancial statements has disclosed the impact of pending litigations on its financialposition as at 31 March 2021;

ii. the Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses as at 31 March2021;

iii. there were no amounts which were required to be transferred to theInvestor Education and Protection Fund by the Company during the year ended 31 March 2021;and

iv. the disclosure requirements relating to holdings as well asdealings in specified bank notes were applicable for the period from 8 November 2016 to 30December 2016 which are not relevant to these standalone financial statements. Hencereporting under this clause is not applicable.

ANNEXUREI

Based on the audit procedures performed for the purpose of reporting atrue and fair view on the financial statements of the Company and taking intoconsideration the information and explanations given to us and the books of account andother records examined by us in the normal course of audit and to the best of ourknowledge and belief we report that:

(i) (a) The Company has maintained proper records showing fullparticulars including quantitative details and situation of property plant andequipment.

(b) The property plant and equipment other than consumer premiseequipment (CPE) installed at the customers' premises have been physically verified by themanagement during the year and no material discrepancies were noticed on suchverification. In our opinion the frequency of verification of the property plant andequipment other than CPEs installed at the customers' premises is reasonable havingregard to the size of the Company and nature of its assets. The existence of CPEsinstalled at the customers' premises is verified on the basis of the ‘active userstatus'. Accordingly we are unable to comment on the discrepancies if any that couldhave arisen on physical verification of CPEs lying with customers in ‘inactivestatus'.

(c) The title deed of following immovable property (which are includedunder the head ‘Property plant and equipment' and which was transferred as a resultof business combination in earlier years) is still registered in the name of the erstwhiletransferor Company:

Nature of property Total number of Cases Whether leasehold / freehold Gross block 31 March 2021 (in ' lacs) Net block/ carrying value as on 31 March 2021 (in ' lacs) Remarks
Land One Leasehold 2607 2533 Refer note 54 to standalone financial statements

(ii) The Company does not have any inventory. Accordingly theprovisions of clause 3(ii) of the Order are not applicable.

(iii) The Company has granted interest free unsecured loans to aCompany being wholly owned subsidiary covered in the register maintained under Section189 of the Act; and with respect to the same:

(a) i n our opinion the terms and conditions of grant of such loans arenot prima facie prejudicial to the Company's interest.

(b) the schedule of repayment of principal and payment of interest hasbeen stipulated and the principal amount is not due for repayment currently; and

(c) there is no overdue amount in respect of loans granted to suchCompany.

(iv) In our opinion the Company has complied with the provisions ofSection 185 and 186 of the Act in respect of loans investments and guarantees. Furtherin our opinion the Company has not entered into any transaction covered under Section 186of the Act in respect of security.

(v) i n our opinion the Company has not accepted any deposits withinthe meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits)Rules 2014 (as amended). Accordingly the provisions of clause 3(v) of the Order are notapplicable.

(vi) We have broadly reviewed the books of account maintained by theCompany pursuant to the Rules made by the Central Government for the maintenance of costrecords under sub-section (1) of Section 148 of the Act in respect of Company's servicesand are of the opinion that prima facie the prescribed accounts and records have beenmade and maintained. However we have not made a detailed examination of the cost recordswith a view to determine whether they are accurate or complete.

(vii) (a) Undisputed statutory dues including provident fundemployees' state insurance income-tax sales-tax service tax duty of customs duty ofexcise value added tax cess and other material statutory dues as applicable havegenerally been regularly deposited to the appropriate authorities though there has been aslight delay in a few cases. Further no undisputed amounts payable in respect thereofwere outstanding at the year-end for a period of more than six months from the date theybecame payable.

(b) The dues outstanding in respect of income-tax sales-taxservice-tax duty of customs duty of excise and value added tax on account of anydispute are as follows:

Statement of Disputed Dues

Name of the statute Nature of dues Amount (Rs. in lacs) Amount paid under Protest (Rs. in lacs) Period to which the amount relates Forum where dispute is pending
225 225 Assessment Year 2009-10 Hon'ble High Court of Allahabad
58 57 Assessment Year 2012-13 Income Tax-Appellate Tribunal Delhi
Income-tax Act 1961 Income-tax and interest 65 65 Assessment Year 2013-14 Income Tax-Appellate Tribunal Delhi
127 127 Assessment Year 2010-11 Hon'ble High Court of Mumbai
123 123 Assessment Year 2011-12 Hon'ble High Court of Mumbai
631 47 2007-08 to 2010-11 Custom Excise and Service Tax Appellate Tribunal
13889 521 Apr-09 to Dec-13 Custom Excise and Service Tax Appellate Tribunal
2929 200 Jan-14 to March-15 Custom Excise and Service Tax Appellate Tribunal
Finance Act 1994 (Service Tax) Service tax 23 2 2012-13 to 2015- 16 Commissioner (Appeals) of Goods & Service Tax
3443 236 2015-16 to 2016-17 Custom Excise and Service Tax Appellate Tribunal
1051 72 Jan-16 to Dec-16 Custom Excise and Service Tax Appellate Tribunal
8439 316 Jan-14 to Jun-17 Custom Excise and Service Tax Appellate Tribunal
263 39 2010-11 Delhi Value Added Tax Tribunal New Delhi
53 10 2011-12 Delhi Value Added Tax Tribunal New Delhi
2163 112 2014-15 Special Commissioner Department of Trade & Taxes Delhi (Objection Hearing Authority)
279 2012-13 Special Commissioner Department of Trade & Taxes Delhi (Objection Hearing Authority)
5 - 2014-15 Objection Hearing Authority Department of Trade & Taxes Delhi
Delhi Value Added Tax Act 2005 Value added tax (including penalty and interest) 5685 2011-12 Special Commissioner Department of Trade & Taxes Delhi (Objection Hearing Authority)
1279 2013-14 Special Commissioner Department of Trade & Taxes Delhi (Objection Hearing Authority)
4 - 2014-15 Objection Hearing Authority Department of Trade & Taxes Delhi
25998 - 2009-10 Hon'ble High Court of Delhi
954 2010-11 Special Commissioner Department of Trade & Taxes Delhi (Objection Hearing Authority)
38 - 2015-16 Objection Hearing Authority Department of Trade & Taxes Delhi
Bihar Value Added Tax Act 2005 Value added tax (including penalty and interest) 168 82 2014-15 Commercial Taxes Tribunal Patna
209 - 2015-16 Deputy Commissioner of Commercial Taxes Patliputra Circle Patna
119 55 2013-14 Commercial Taxes Tribunal Patna
Madhya Pradesh Value Added Tax 2002 Value added tax 5 1 2013-14 Dy. Comm. Of Appeal Div -I Bhopal
Kerala VAT Act 2003 Value added tax 46 6 2012-13 The Deputy Commissioner (Appeals) Commercial Tax Ernakulam
57 8 2013-14 The Deputy Commissioner (Appeals) Commercial Tax Ernakulam
50 8 2014-15 The Deputy Commissioner (Appeals) Commercial Tax Ernakulam
11 2 2015-16 The Deputy Commissioner (Appeals) Commercial Tax Ernakulam
Goa VAT Act 2005 Value added tax 5 1 2013-14 Assistant Commissioner of Commercial Taxes Vasco Goa
9 1 2014-15 Assistant Commissioner of Commercial Taxes Vasco Goa
Telangana VAT Act 2005 Value added tax 186 46 2012-13 to 2015- 16 Hon'ble High Court for the State of Telangana at Hyderabad
Maharashtra Value Added Tax Act 2002 Value added tax 1021 50 2013-14 Deputy Commissioner of State Tax (Appeals) - II Mumbai
1580 66 2012-13 Deputy Commissioner of State Tax (Appeals) - II Mumbai
1396 66 2014-15 Deputy Commissioner of State Tax (Appeals) - II Mumbai
The Central Sales Tax Act 1956 (West Bengal) Central sales tax 3 # 2014-15 Special Commissioner (Appeal)
Rajasthan Tax of Entry on Good in to Local areas 1999 Value added tax 235 - 2013-14 Assistant Commissioner Commercial Taxes AE Zone - 1 Jaipur
2234 - 2014-15 Assistant Commissioner Commercial Taxes AE Zone - 1 Jaipur
1870 - 2015-16 Assistant Commissioner Commercial Taxes AE Zone - 1 Jaipur
318 - 2016-17 Assistant Commissioner Commercial Taxes AE Zone - 1 Jaipur
Rajasthan Tax of Entry on Good in to Local areas 1999 Entry tax 257 76 2011-12 Rajasthan Tax Board Ajmer
82 - 2013-14 Assistant Commissioner Commercial Taxes AE Zone - 1 Jaipur
917 - 2014-15 Assistant Commissioner Commercial Taxes AE Zone - 1 Jaipur
176 - 2015-16 Assistant Commissioner Commercial Taxes AE Zone - 1 Jaipur
66 - 2016-17 Assistant Commissioner Commercial Taxes AE Zone - 1 Jaipur
UPVAT Act 2007 Value added tax 43 - 2012-13 UP VAT Tribunal Noida
48 77 2013-14 Addl. Comm. Grade - 2 (Appeal) First Commercial Tax Noida
41 - 2014-15 UP VAT Tribunal Noida
The Central Sales Tax Act 1956 (Goa) Central sales tax 2 @ 2014-15 Assistant Commissioner of Commercial Taxes Vasco Goa
The Jammu & Kashmir entry tax on goods act 2000 Entry tax 43 43 2014-15 State of Jammu & Kashmir
4 4 2015-16 State of Jammu & Kashmir
Andhra Pradesh Value Added Tax Act 2005 Value added tax 78 19 June 2014- May 2015 Hon'ble High Court of Andhra Pradesh
Central Sales Tax Act 1956 (Punjab) Central sales tax 1 $ 2011-12 Deputy Excise & Taxation Commissioner (Appeals) Mohali Punjab
Custom Act 1962 Custom duty 12481 1506 2013-14 to -17 Custom Excise and Service Tax Appellate Tribunal
11462 436 Jul-2013 to Mar-2018 Custom Excise and Service Tax Appellate Tribunal
21 - Jul-2017 to -2017. The Assistant Commissioner of Customs Audit (Circle- A1)
25 1 Jul-2013 to Mar-2018 Custom Excise and Service Tax Appellate Tribunal

Any interest and penalty excluding those included above will beascertained on conclusion of the respective matters.

# ' 28073 rounded off to ' 0 lacs

@ ' 17637 rounded off to ' 0 lacs

$ ' 34280 rounded off to ' 0 lacs

(viii) The Company has not defaulted in repayment of loans orborrowings to any bank during the year. The Company has no loans or borrowings payable tofinancial institution or government and did not have any outstanding debentures during theyear.

(ix) The Company did not raise moneys by way of initial public offer orfurther public offer (including debt instruments). In our opinion the term loans wereapplied for the purposes for which the loans were obtained.

(x) No fraud by the Company or on the Company by its officers oremployees has been noticed or reported during the period covered by our audit.

(xi) Managerial remuneration has been paid by the Company in accordancewith the requisite approvals mandated by the provisions of Section 197 of the Act readwith Schedule V to the Act.

(xii) In our opinion the Company is not a Nidhi Company. Accordinglyprovisions of clause 3(xii) of the Order are not applicable.

(xiii) In our opinion all transactions with the related parties are incompliance with Sections 177 and 188 of Act where applicable and the requisite detailshave been disclosed in the financial statements etc. as required by the applicable IndAS.

(xiv) During the year the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures.

(xv) In our opinion the Company has not entered into a ny non-cashtransactions with the directors or persons connected with them covered under Section 192of the Act.

(xvi) The Company is not required to be registered under Section 45-IAof the Reserve Bank of India Act 1934.

ANNEXURE II

Independent Auditor's Report on the internal financial controls withreference to financial statements under Clause (i) of Sub- section 3 of Section 143 of theCompanies Act 2013 (‘the Act')

1. In conjunction with our audit of the standalone financial statementsof Dish TV India Limited (‘the Company') as at and for the year ended 31 March 2021we have audited the internal financial controls with reference to financial statements ofthe Company as at that date.

Responsibilities of Management and Those Charged with Governance forInternal Financial Controls

2. The Company's Board of Directors is responsible for establishing andmaintaining internal financial controls based on the internal financial controls withreference to financial statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls over Financial Reporting (‘the Guidance Note') issued by theInstitute of Chartered Accountants of India (the ‘ICAI ). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of theCompany's business including adherence to the Company's policies the safeguarding of itsassets the prevention and detection of frauds and errors the accuracy and completenessof the accounting records and the timely preparation of reliable financial informationas required under the Act.

Auditor's Responsibility for the Audit of the Internal FinancialControls with Reference to Financial Statements

3. Our responsibility is to express an opinion on the Company'sinternal financial controls with reference to financial statements based on our audit. Weconducted our audit in accordance with the Standards on Auditing issued by the ICAIprescribed under Section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls with reference to financial statements and the Guidance Noteissued by the ICAI. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls with reference to financial statements wereestablished and maintained and if such controls operated effectively in all materialrespects.

4. Our audit involves performing procedures to obtain audit evidenceabout the adequacy of the internal financial controls with reference to financialstatements and their operating effectiveness. Our audit of internal financial controlswith reference to financial statements includes obtaining an understanding of suchinternal financial controls assessing the risk that a material weakness exists andtesting and evaluating the design and operating effectiveness of internal control based onthe assessed risk. The procedures selected depend on the auditor's judgement includingthe assessment of the risks of material misstatement of the financial statements whetherdue to fraud or error.

5. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our qualified audit opinion on the Company'sinternal financial controls with reference to financial statements.

Meaning of Internal Financial Controls with Reference to FinancialStatements

6. A Company's internal financial controls with reference to financialstatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles. A Company's internalfinancial controls with reference to financial statements include those policies andprocedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of theCompany; (2) provide reasonable assurance that transactions are recorded as necessary topermit preparation of financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the Company are being madeonly in accordance with authorisations of management and directors of the Company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the Company's assets that could have a material effecton the financial statements.

Inherent Limitations of Internal Financial Controls with Reference toFinancial Statements

7. Because of the inherent limitations of internal financial controlswith reference to financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to financial statements to future periods are subject to the riskthat the internal financial controls with reference to financial statements may becomeinadequate because of changes in conditions or that the degree of compliance with thepolicies or procedures may deteriorate.

Qualified opinion

8. According to the information and explanations given to us and basedon our audit the following material weakness have been identified in the operatingeffectiveness of the Company's internal financial controls with reference to financialstatements as at 31 March 2021:

As explained in Note 41 and Note 42 to the standalone financialstatements the Company has performed an internal assessment to estimate the fair value ofits investment in its subsidiary which in our view is not a detailed and comprehensivetest in accordance with the principles of Indian Accounting Standard - 36 "Impairmentof Assets" and Indian Accounting Standard - 109 "Financial Instruments". Asa result the Company's internal financial control system towards estimating the fairvalue of its investment in its subsidiary were not operating effectively which couldresult in the Company not providing for adjustment if any that may be required to thecarrying values of non-current investment and other non-current loans and itsconsequential impact on the earnings reserves and related disclosures in the accompanyingstandalone financial statements.

9. A ‘material weakness' is a deficiency or a combination ofdeficiencies in internal financial controls with reference to financial statements suchthat there is a reasonable possibility that a material misstatement of the Company'sannual or interim financial statements will not be prevented or detected on a timelybasis.

10. In our opinion the Company has in all material respects adequateinternal financial controls with reference to financial statements as at 31 March 2021based on the internal financial controls with reference to financial statements criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note issued by the ICAI and except for the effects/possible effects ofthe material weakness described above on the achievement of the objectives of the controlcriteria the Company's internal financial controls with reference to financial statementswere operating effectively as at 31 March 2021.

11. We have considered the material weakness identified and reportedabove in determining the nature timing and extent of audit tests applied in our audit ofthe standalone financial statements of the Company as at and for the year ended 31 March2021 and the material weakness has affected our opinion on the standalone financialstatements of the Company and we have issued a Qualified opinion on the standalonefinancial statements.

For Walker Chandiok & Co LLP
Chartered Accountants
Firm's Registration No.: 001076N/N500013 Ashish Gupta
Place: New Delhi Partner Membership No.: 504662
Date: 30 June 2021 UDIN: 21504662AAAAEX2725

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