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Dish TV India Ltd.

BSE: 532839 Sector: Media
NSE: DISHTV ISIN Code: INE836F01026
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OPEN 13.80
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VOLUME 459607
52-Week high 17.69
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OPEN 13.80
CLOSE 13.83
VOLUME 459607
52-Week high 17.69
52-Week low 6.81
P/E
Mkt Cap.(Rs cr) 2,637
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 of Dish TV IndiaLimited (‘the Company') which comprise the Balance Sheet as at 31 March 2020 theStatement of Profit and Loss (including Other Comprehensive Income) the Cash FlowStatement and the Statement of Changes in Equity for the year then ended and a summary ofthe significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanationsgiven to us except for the possible effects of the matter described in the Basis forQualified Opinion section of our report the aforesaid standalone financial statementsgive the information required by the Companies Act 2013 (‘Act') in the manner sorequired 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 affairs of the Company as at 31March 2020 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 40 to the accompanying standalone financial statements theCompany has non-current investments in and other non-current loans given to its whollyowned subsidiary company amounting to Rs 515340 lacs and Rs 64951 lacs respectively.This wholly owned subsidiary company has negative net current assets and has incurredlosses in the current year although it has positive net worth as at 31 March 2020. Asdescribed in the aforementioned note the management basis its internal assessment hasconsidered such balances as fully recoverable as at 31 March 2020. However the managementhas not carried out a detailed and comprehensive impairment testing in accordance with theprinciples of Indian Accounting Standard – 36 "Impairment of Assets" andIndian Accounting Standard – 109 "Financial Instruments". In the absenceof sufficient appropriate audit evidence to support the management's aforesaid assessmentwe are unable to comment upon adjustments if any that may be required to the carryingvalue of these non-current investments and non-current loans as at 31 March 2020 and itsconsequential impact on the accompanying standalone financial statements.

4. We conducted our audit in accordance with the Standards on Auditing specified undersection 143(10) of the Act. Our responsibilities under those standards are furtherdescribed in the Auditor's Responsibilities for the Audit of the Financial Statementssection of our report. We are independent of the Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants of India (‘ICAI') togetherwith the ethical requirements that are relevant to our audit of the financial statementsunder the provisions of the Act and the rules thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the Code of Ethics. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our qualified opinion.

Key Audit Matters

5. Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit of the financial statements as awhole and in forming our opinion thereon and we do not provide a separate opinion onthese matters.

6. In addition to the matter described in the Basis for Qualified Opinion section wehave determined the matters described below to be the key audit matters to be communicatedin 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 Goodwill of Rs 45288 lacs (net of provision for impairment of Rs 345850 lacs) Trademark/ Brand of Rs 102909 lacs and Customer and distributor relationship of Rs 82960 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. 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;
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. Consequent to such impairment assessment the Company has recorded an impairment charge of 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.;
e) We evaluated the inputs used by the management with respect to revenue and cost growth trends among others for reasonableness thereof;
Rs191550 lacs against goodwill. 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 sensitivity analysis performed by the management in respect of the key assumptions used such as discount and growth rates to ensure that there would be no major impact on the valuation; and
g) 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 51(B) for credit risk disclosures. Trade receivables and other amounts recoverable comprise a significant portion of the current financial assets of the Company. As at 31 March 2020 trade receivables aggregate Rs 6545 lacs (net of provision for expected credit losses of Rs 7056 lacs). 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. 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. a) Obtained an understanding the process adopted by the Company for calculation recording and monitoring of the impairment loss recognised for expected credit loss;
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;
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;
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. Our audit procedures included but were not limited to the following:
C. Revenue recognition in terms with Ind AS 115 "Revenue from contracts with Customers" under the New tariff order
a) We obtained an understanding of management's processes and internal controls around Ind AS 115. We sought explanations from the management for areas involving complex judgements or interpretations to assess their appropriateness;
We refer to summary of significant accounting policies and note 42 of the standalone financial statements of the Company for the year ended 31 March 2020 disclosures related to Revenue Recognition under Ind AS 115. During the previous year the Telecom Regulatory Authority of India ("TRAI") has implemented a new regulatory framework for the television broadcasting industry in India which is known as New tariff order 2017 ("NTO"). The NTO has been implemented from 1 Feb 2019. During the previous year owing to the practical difficulties there were delay in implementation of the tariff order in its entirety. The distributors were in transition from previous regime to the new regime and were in the process of implementation of content cost agreements with the Broadcasters. From the current year the Company has entered into revised agreements with the broadcasters. In terms of the provisions of the new tariff order the Company re-assessed its performance obligations and relationship with the broadcaster in the light of principal and agent concept. Such assessment involved further evaluation of terms of Company's contract with subscriber role in re-transmission of content control over content rights of establishing of maximum retail price ("MRP") and various other responsibilities and liabilities. Such evaluation has resulted in Company being agent of the broadcaster. These agreements with broadcaster as per new regime involves detailed analysis under the accounting standard which is complex in nature and resulted in significant impact on revenue recognition as per Ind AS 115 due to which this matter has been considered as a key audit matter.
b) We tested the operating effectiveness of internal controls established by management to ensure completeness accuracy and timing of revenue recognised during the year
c) We obtained the underlying contractual arrangements entered into by the Company with its subscribers and broadcasters in light of NTO;
d) We held detailed discussions with the management and obtained management's assessment of the impact of the NTO on the operations and revenue recognition policy of the Company;
e) We have reviewed the existing arrangements with the broadcasters and contracts entered between the Company and the customers considering the requirements of the NTO;
f) We have evaluated the completeness and arithmetical accuracy of these adjustments and evaluated the appropriateness of adjustments as per Ind AS 115 by assessing whether all agreements entered with the broadcasters have been considered in such assessment;
g) We also involved experts within the audit team to evaluate the impact of new NTO revision of agreement with the broadcaster on the revenue recognition policy of the Company as per Ind AS 115; and
h) We have assessed the appropriateness and adequacy of disclosures with respect to the revenue recognition policy of the Company and related disclosures made in the standalone financial statements in accordance with the requirements of Ind AS 115.

Information other than the Financial Statements and Auditor's Report thereon

7. The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Annual Report but does not includethe standalone financial statements and our auditor's report thereon. The Annual Report isexpected to be made available to us after the date of this auditor's report.

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

In connection with our audit of the standalone financial statements our responsibilityis to read the other information identified above when it becomes available and in doingso consider whether the other information is materially inconsistent with the standalonefinancial statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated. When we read the Annual Report if we conclude that there is amaterial misstatement therein we are required to communicate the matter to those chargedwith governance.

Responsibilities of Management and Those Charged with Governance for the StandaloneFinancial Statements

8. The accompanying standalone financial statements have been approved by the Company'sBoard of Directors. The Company's Board of Directors is responsible for the matters statedin section 134(5) of the Act with respect to the preparation of these standalone financialstatements that give a true and fair view of the financial position financial performanceincluding other comprehensive income changes in equity and cash flows of the Company inaccordance with the accounting principles generally accepted in India including the IndAS specified under section 133 of the Act. This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of the Act forsafeguarding of the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.

9. In preparing the financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.

10. Those Board of Directors is also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

11. Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance withStandards 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 we exerciseprofessional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statementswhether due to fraud or error design and perform audit procedures responsive to thoserisks and obtain audit evidence that is sufficient and appropriate to provide a basis forour opinion. The risk of not detecting a material misstatement resulting from fraud ishigher than for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internal control;

Obtain an understanding of internal control relevant to the audit in order to designaudit procedures that are appropriate in the circumstances. Under section 143(3)(i) of theAct we are also responsible for expressing our opinion on whether the Company hasadequate internal financial controls with reference to financial statements in place andthe operating effectiveness of such controls;

Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management;

Conclude on the appropriateness of management s use of the going concern basis ofaccounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern; and

Evaluate the overall presentation structure and content of the financial statementsincluding the disclosures and whether the financial statements represent the underlyingtransactions and events in a manner that achieves fair presentation.

13. We communicate with those charged with governance regarding among other mattersthe planned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit. 14. Wealso provide those charged with governance with a statement that we have complied withrelevant ethical requirements regarding independence and to communicate with them allrelationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

15. From the matters communicated with those charged with governance we determinethose matters that were of most significance in the audit of the financial statements ofthe current period and are therefore the key audit matters. We describe these matters inour auditor's report unless law or regulation precludes public disclosure about the matteror when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

16. As required by Section 197(16) of the Act based on our audit we report that theCompany has paid remuneration to its directors for the period from 1 April 2019 to 16December 2019 in accordance with the provisions of and limits laid down under section 197read with Schedule V to the Act. However as also further described in note 55(e) of theaccompanying standalone financial statements upon re-appointment of the managing directorof the Company with effect from 17 December 2019 in accordance with the provisions ofSection 196(4) of the Act the Company has paid managerial remuneration to such managingdirector amounting to Rs 116 lacs for the period from 17 December 2019 to 31 March 2020which is in excess of the limits laid down in Schedule V by Rs 76 lacs on the basis ofapproval of board of directors and nomination and remuneration committee subject toapproval from the shareholders by way of a special resolution in the ensuing annualgeneral meeting as required under Section 197 of the Act read with Schedule V of 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 givein the Annexure I a statement on the matters specified in paragraphs 3 and 4 of theOrder. 18. Further to our comments in Annexure I as required by section 143(3) of theAct based on our audit we report to the extent applicable that: a) we have sought andexcept for the matter described in the Basis for Qualified Opinion section obtained allthe information and explanations which to the best of our knowledge and belief werenecessary for the purpose of our audit of the accompanying standalone financialstatements; b) except for the possible effects of the matter described in the Basis forQualified Opinion section in our opinion proper books of account as required by law havebeen kept by the Company so far as it appears from our examination of those books; c) thestandalone financial statements dealt with by this report are in agreement with the booksof account; d) except for the possible effects of the matter described in the Basis forQualified Opinion section in our opinion the aforesaid standalone financial statementscomply with Ind AS specified under section 133 of the Act; e) on the basis of the writtenrepresentations received from the directors and taken on record by the Board of Directorsnone of the directors is disqualified as on 31 March 2020 from being appointed as adirector in terms of section 164(2) of the Act; f) the qualification relating to themaintenance of accounts and other matters connected therewith are as stated in the Basisfor Qualified Opinion section; g) we have also audited the internal financial controlswith reference to financial statements of the Company as on 31 March 2020 in conjunctionwith our audit of the standalone financial statements of the Company for the year ended onthat date and our report dated 23 July 2020 as per Annexure II expressed unmodifiedopinion; and h) with respect to the other matters to be included in the Auditor's Reportin accordance with rule 11 of the Companies (Audit and Auditors) Rules 2014 (as amended)in our opinion and to the best of our information and according to the explanations givento us: i. the Company as detailed in note 57 and 62 to the standalone financialstatements has disclosed the impact of pending litigations on its financial position asat 31 March 2020; ii. the Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses as at 31 March2020; iii . there were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company during the year ended 31 March 2020; and iv.the disclosure requirements relating to holdings as well as dealings in specified banknotes were applicable for the period from 8 November 2016 to 30 December 2016 which arenot relevant to these standalone financial statements. Hence reporting under this clauseis not applicable.

Annexure I to the Independent Auditor's Report of even date to the members of Dish TVIndia Limited on the standalone financial statements for the year ended 31 March 2020

ANNEXURE I

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

(b) The property plant and equipment other than consumer premise equipment (CPE)installed at the customers' premises have been physically verified by the managementduring the year and no material discrepancies were noticed on such verification. In ouropinion the frequency of verification of the property plant and equipment other thanCPEs installed at the customers' premises is reasonable having regard to the size of theCompany and nature of its assets. The existence of CPEs installed at the customers'premises is verified on the basis of the ‘active user status'. Accordingly we areunable to comment on the discrepancies if any that could have arisen on physicalverification of CPEs lying with customers in ‘inactive status'.

(c) The title deed of following immovable property (which are included under the headproperty plant and equipment and which was transferred as a result of businesscombination in earlier years) is still registered in the name of the erstwhile transferorcompany.

Nature of property Total number of Cases Whether leasehold / freehold Gross block/ value as on 31 March 2020 (in Rs lacs) Net block/ carrying value as on 31 March 2020 (in Rs lacs) Remarks
Land One Leasehold 2607 2570 Refer note 56 to standalone financial statements

(ii) The Company does not have any inventory. Accordingly the provisions of clause3(ii) of the Order are not applicable.

(iii) The Company has granted interest free unsecured loan to a company being whollyowned subsidiary covered in the register maintained under section 189 of the Act; andwith respect to the same:

(a) in our opinion the terms and conditions of grant of such loans are not primafacie prejudicial to the Company's interest;

(b) the schedule of repayment of principal has been stipulated and principal amount isnot due for repayment currently; and

(c) there is no overdue amount in respect of loan granted to such company.

(iv) In our opinion the Company has complied with the provisions of Sections 185 and186 of the Act in respect of loans investments and guarantees. Further in our opinionthe Company has not entered into any transaction covered under Section 186 of the Act inrespect of security.

(v) In our opinion the Company has not accepted any deposits within the meaning ofSections73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules 2014 (asamended). Accordingly the provisions of clause 3(v) of the Order are not applicable.

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

(vii) (a) Undisputed statutory dues including provident fund employees' stateinsurance income-tax sales tax service tax duty of custom duty of excise value addedtax cess and other material statutory dues as applicable have not been regularlydeposited to the appropriate authorities and there have been significant delays in a largenumber of cases. Further no undisputed amounts payable in respect thereof wereoutstanding at the year-end for a period of more than six months from the date they becomepayable (b) The dues outstanding in respect of income-tax sales tax service tax duty ofcustoms duty of excise and value added tax on account of any dispute are as follows:

Statement of Disputed Dues

Name of the statute Nature of dues Amount Rs ( in lakhs) Amount paid under Protest ( Rs in lakhs) 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
167 - 2006-07 to 2010-11 Custom Excise and Service Tax Appellate Tribunal
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 Custom Excise and Service Tax Appellate
Finance Act 1994 Service tax March-15 Tribunal
(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
5685 - 2011-12 Special Commissioner Department of
Delhi Value Added Tax Act 2005 Value added tax (including penalty and interest) 1279 - 2013-14 Trade & Taxes Delhi (Objection Hearing Authority) 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 Value added tax 168 82 2014-15 Commercial Taxes Tribunal Patna
Tax Act 2005 (including penalty and interest) 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
46 6 2012-13 The Deputy Commissioner (Appeals) Commercial Tax Ernakulam
57 8 2013-14 The Deputy Commissioner (Appeals)
Kerala VAT Act 2003 Value added tax 50 8 2014-15 Commercial Tax Ernakulam The Deputy Commissioner (Appeals) Commercial Tax Ernakulam
11 2 2015-16 The Deputy Commissioner (Appeals) Commercial Tax Ernakulam
5 1 2013-14 Assistant Commissioner of Commercial Taxes Vasco Goa
Goa VAT Act 2005 Value added tax 9 1 2014-15 Assistant Commissioner of Commercial Taxes Vasco Goa
Telangana VAT Act 2005 Value added tax 186 1021 46 50 2012-13 to 2015-16 2013-14 Hon'ble High Court for the State of Telangana at Hyderabad Deputy Commissioner of State Tax (Appeals) - II Mumbai
Maharashtra Value 1580 66 2012-13 Deputy Commissioner of State Tax
Added Tax Act 2002 Value added tax 1396 66 2014-15 (Appeals) - II Mumbai Deputy Commissioner of State Tax (Appeals) - II Mumbai
The Central Sales Central sales tax 3 # 2014-15 Special Commissioner (Appeal)
Tax Act 1956 (West
Bengal)
Rajasthan Tax of Value added tax 235 - 2013-14 Assistant Commissioner Commercial
Entry on Good in to Taxes AE Zone – 1 Jaipur
Local areas 1999 2234 - 2014-15 Assistant Commissioner Commercial
Taxes AE Zone – 1 Jaipur
Rajasthan Tax of Entry tax 257 76 2011-12 Rajasthan Tax Board Ajmer
Entry on Good in to Local areas 1999 82 - 2013-14 Assistant Commissioner Commercial Taxes AE Zone – 1 Jaipur
917 - 2014-15 Assistant Commissioner Commercial Taxes AE Zone – 1 Jaipur
UPVAT Act 2007 Value added tax 48 77 2013-14 Addl. Comm. Grade - 2 (Appeal) First Commercial Tax Noida
The Central Sales Tax Act 1956 (Goa) Central sales tax 2 @ 2014-15 Assistant Commissioner of Commercial Taxes Vasco Goa
The Jammu & Entry tax 43 43 2014-15 State of Jammu & Kashmir
Kashmir entry tax on goods act 2000 6 6 2015-16 State of Jammu & Kashmir
Andhra Pradesh Value added tax 78 19 June 2014- Hon'ble High Court of Andhra Pradesh
Value Added Tax May 2015
Act 2005
Central Sales Tax Act 1956 (Punjab) Central sales tax 1 $ 2011-12 Deputy Excise & Taxation Commissioner (Appeals) Mohali Punjab
Custom Act 1962 Custom duty 12397 1500 2013-14 to 2016-17 Custom Excise and Service Tax Appellate Tribunal
11294 100 Jul-2013 to Custom Excise and Service Tax Appellate
21 - Mar-2018 Jul-2017 to Nov-2017. Tribunal The Assistant Commissioner of Customs Audit (Circle- A1)
25 1 Jul-2013 to Mar-2018 Commissioner GST (Appeals) Nashik

(viii) The Company has no loans or borrowings payable to financial institutiongovernment and no dues payable to debenture-holders. The Company has defaulted inrepayment of borrowings to the following bank:

Name of the bank Amount of default during the year ended 31 March 2020 (Rs in lacs) Period of default (in days) Remarks
Yes Bank Limited 13000 12000 90 Days 75 Days The default has been made good as at the balance sheet date.

(ix) The Company did not raise moneys by way of initial public offer or further publicoffer (including debt instruments). In our opinion the term loans were applied for thepurposes for which the loans were obtained.

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

(xi) Managerial remuneration has been paid by the Company in accordance with therequisite approvals mandated by the provisions of Section 197 of the Act read withSchedule V to the Act except for in following case as also described in paragraph 16 ofour report:

S. No Payment made to Amount paid/ provided in excess of limits prescribed (Rs in lacs) Amount due for recovery as at 31 March 2020 (Rs in lacs) Steps taken to secure the recovery of the amount Remarks (if any)
1 Managing Director 76 - - Approval obtained in earlier annual general meeting was valid till 16 December 2019. The amount reported pertains to remuneration paid from 17 December 2019 upto 31 March 2020 which is in excess of limits laid down in Schedule V on the basis of approval of board of directors and nomination and remuneration committee subject to approval by special resolution in the ensuing annual general meeting.

(xii) In our opinion the Company is not a Nidhi Company. Accordingly provisions ofclause 3(xii) of the Order are not applicable.

(xiii) In our opinion all transactions with the related parties are in compliance withSections 177 and 188 of Act where applicable and the requisite details have beendisclosed in the financial statements etc. as required by the applicable Ind AS.

(xiv) During the year the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures.

(xv) In our opinion the Company has not entered into any non-cash transactions withthe directors or persons connected with them covered under Section 192 of the Act.

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

Annexure II to the Independent Auditor's Report of even date to the members of Dish TVIndia Limited on the standalone financial statements for the year ended 31 March 2020

ANNEXURE II

Independent Auditor's Report on the internal financial controls with reference to thestandalone 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 statements of Dish TVIndia Limited (‘the Company') as at and for the year ended 31 March 2020 we haveaudited the internal financial controls with reference to financial statements of theCompany as at that date.

Responsibilities of Management and Those Charged with Governance for Internal FinancialControls

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

Auditor's Responsibility for the Audit of the Internal Financial Controls withReference to Financial Statements

3. Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Standards on Auditing issued by ICAI prescribed under Section143(10) of the Act to the extent applicable to an audit of internal financial controlswith reference to financial statements and the Guidance Note issued by ICAI. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls with reference to financial statements were established and maintainedand if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the internal financial controls with reference to financial statements and theiroperating effectiveness. Our audit of internal financial controls with reference tofinancial statements includes obtaining an understanding of such internal financialcontrols assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment of therisks of material misstatement of the financial statements whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls withreference to financial statements.

Meaning of Internal Financial Controls with Reference to Financial Statements

6. A company's internal financial controls with reference to financial statements is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial controlswith reference to financial statements include those policies and procedures that (1)pertain to the maintenance of records that in reasonable detail accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the company's assets that could have a material effect on the financialstatements.

Inherent Limitations of Internal Financial Controls with Reference to FinancialStatements

7. Because of the inherent limitations of internal financial controls with reference tofinancial statements including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls withreference to financial statements to future periods are subject to the risk that theinternal financial controls with reference to financial statements may become inadequatebecause of changes in conditions or that the degree of compliance with the policies orprocedures may deteriorate.

Opinion

8. In our opinion the Company has in all material respects adequate internalfinancial controls with reference to financial statements and such controls were operatingeffectively as at 31 March 2020 based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note issued by the ICAI.

For Walker Chandiok & Co LLP
Chartered Accountants
Firm's Registration No.: 001076N/N500013
Ashish Gupta
Partner
Membership No.: 504662
UDIN: 20504662AAAACI1184
Place: New Delhi
Date: 23 July 2020

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