To the Members
Your Directors are pleased to present the 33rd (Thirty Third) BoardReport of your Company providing an overview of the business and operations of the Companytogether with Annual Audited Financial Statements for the Financial Year (FY')ended March 31 2021 prepared as per Indian Accounting Standards prescribed under Section133 of the Companies Act 2013 (Act').
1. FINANCIAL RESULTS
The financial performance of your Company for the FY ended March 312021 is summarized below:
(Rs. in lakhs)
| ||Standalone Year Ended ||Consolidated Year Ended |
|Particulars ||Year ended March 31 2021 ||Year ended March 31 2020 ||Year ended March 31 2021 ||Year ended March 31 2020 |
|Sales & Services ||160396 ||151800 ||324936 ||355634 |
|Other Income ||14019 ||16048 ||1560 ||1361 |
|Total Income ||174415 ||167848 ||326496 ||356995 |
|Total Expenses ||147070 ||159759 ||318265 ||344180 |
|Profit/(Loss) before Tax & Exceptional Item ||27345 ||8089 ||8231 ||12815 |
|Exceptional Item ||65372 ||191916 ||77981 ||191550 |
|Profit/(Loss) before Tax ||(38027) ||(183827) ||(69750) ||(178735) |
|Profit from continuing operations before tax ||(38027) ||(183827) ||(69750) ||(178735) |
|- Income tax -prior years ||(475) ||- ||(468) ||- |
|- Deferred tax-Continued operation ||30223 ||(44418) ||49704 ||(13251) |
|Profit from continuing operations after tax ||(67775) ||(139409) ||(118986) ||(165484) |
|Profit/(Loss) after Tax ||(67775) ||(139409) ||(118986) ||(165484) |
|Profit/(Loss) for the Year ||(67775) ||(139409) ||(118986) ||(165484) |
|Add: Balance brought forward ||(260767) ||(121418) ||(270578) ||(106767) |
|Adjustment for Non-controlling interest ||- ||- ||1226 ||1602 |
|Add: Re-measurement of post-employment benefits ||73 ||60 ||164 ||71 |
|Amount available for appropriations ||(328469) ||(260767) ||(388174) ||(270578) |
|Balance Carried Forward ||(328469) ||(260767) ||(388174) ||(270578) |
The material changes and commitments that have occurred after close ofthe financial year till the date of this report which affects the financial position ofthe Company has been detailed out in this report. Based on internal financial controlframework and compliance systems established in the Company and verified by the externalprofessional firms and statutory auditor and reviews performed by the management and/orthe Audit Committee of the Board your Board is of the opinion that Company'sinternal financial controls were adequate and effective except as provided in thisreport during the financial year 2020-21.
2. OUTBREAK OF COVID-19
As post-COVID new normal became a part of life most sectors developedcoping strategies and the gradual opening of economies began after the number ofinfections started reducing towards the second half of 2020 prospects for a smartrecovery in 2021 became stronger. However the subsequent second and third waves ofinfections in most economies have dampened the initial estimations of global growth.Vaccine access has emerged as the key factor that will determine the normalization ofactivity in a country and hence its economic recovery. It is driving the divergence inprospects of recovery across economies as the global rollout of vaccines has been highlyunequal and seeing challenges as the supplier nations struggled to manage their surges dueto the spread of mutating variants of the COVID-19 virus.
The financial year began amidst a never-before-seen lockdown to preventan upsurge in COVID 19 cases because of the pandemic. This year has been fraught with oneof mankind's greatest challenges. Our collective resilience will ensure that not onlydo we overcome this challenge but emerge even stronger from it. The Company has beenadapting itself to the ever-changing scenario and responding while keeping the safety andinterest of all stakeholders in mind. The strict but necessary measure of the lockdownalong with the other precautionary measures to prevent the spread of infections havebrought some unprecedented and far-reaching changes in the way of life across all aspectsof our existence. The downside risks to the economy from the pandemic remain with slowpace of global vaccination and emergence of mutating variants. The other trends that willdrive the Indian economic story are digital penetration urbanization reforms governmentspending infrastructure development and rebound of consumption. Dish TV has continued tooperate and provide DTH services to its customers finding out new ways and means to servethe customer even during the lockdown periods.
With a view to conserve the resources for future business requirementsyour Board has not recommended any dividend on the equity shares of the Company for theyear under review. The Board of Directors of the Company had approved and adopted a Policyon Distribution of Dividend as amended from time to time to comply with Regulation 43Aof Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (Listing Regulations'). The said Policy of theCompany sets out the parameters and circumstances that will be taken into account by theBoard in determining whether or not to distribute dividend to its shareholders thequantum of profits and/ or retained profits earned by the Company to be distributed asdividend. The policy is available on the website of the Company viz. https://www.dishd2h.com/
4. BUSINESS OVERVIEW
Dish TV has been at the forefront of India's @ Home DigitalEntertainment revolution right from its beginning as the first mover in this space. It hasalways led the market with its technology innovations that have seamlessly combined thetelevision viewing experience with the accessibility and variety offered by digitalcontent. The Company's three brands viz. DishTV d2h and Zing have distinctpositioning in the market catering to different demographics and together make it theforerunner. It enjoys this position because at the core Dish TV has always put thecustomer first and hence they prefer the Company's offerings for their competitivecost service quality and easy accessibility and availability through an enormousnetwork. After launching many industry-first and path-breaking products in the last coupleof years such as content streaming solution d2h Magic' and connected androidboxes that allow customers to access digital video streaming new-age entertainment andOTT apps on a d2h set-top box the Company has in the year under review launched DIA (d2hIntelligent Assistant) an AI-enabled chat bot that is set to revolutionize the serviceinteractions with the customers. This initiative is based on the demand for suchzero-human-touch interactions as seen in the persistent shift towards digital paymentsthrough Unified Payments Interface (UPI) and e-wallets and to a smaller extent CreditCards and Net Banking after the COVID-19 pandemic. To build further on its in-house OTTplatform Watcho' the Company has taken a progressive step to furtherdifferentiate it by giving the users a facility to create short video content fordissemination on the platform. Thus enabling Watcho to become the default application forthe all-around entertainment needs of its target demographic. The Company also continuedto expand the content available on its platforms both owned and 3rd party through newerpartnerships and launches. The recent partnerships with Hungama Play'EPIC ON' and Hoichoi' (a Bengali on-demand platform) have given itssubscribers access to a large content library. A few ways in which Dish TV coped with thedifficult times during the pandemic and tried to achieve customer retention were through awaiver of re-connection charges and launching pay-later schemes with a three-day creditperiod for eligible subscribers. Another COVID-19 mitigation measure implemented by theCompany during FY 2020-21 included setting up the supply chain to procure set-top boxesand other key accessories from India going forward.
During the year under review the Company was relatively successful inprotecting its consolidated revenue from operations with a decline of 8.6 per cent. Due toconscious constraints on marketing spending the Company did not attract enough newsubscribers to compensate for the higher churn in existing subscribers a result ofpandemic influenced consciousness in curtailing expenses. The subscriber base saw areduction owing to cautiousness in spending by viewers due to the economic situationpropensity of the customers to migrate to other platforms and absence of fresh contentfrom broadcasters. The shortfall in subscription revenue was the primary contributor dueto a cautious approach to spending across the board. The focus on driving operationalefficiencies pushed the EBITDA margin to rise by 290 basis points in FY 2020-21 ascompared to the previous financial year. As the financial expenses were lower on accountof reduced debt the cash profits before taxes were higher which helped the Company on aconsolidated basis to reduce the debt further by ` 10 billion by the end of the year.Overall losses after tax also decreased by 28.1 per cent to ` 11899 million. Thisperformance has created a solid platform from which the Company can make a leap in thecoming financial years when the demand environment is expected to improve significantly.It is also prepared with the right strategies to deal with any delay in this bounce due todownward risks to the economy and the sector from subsequent waves of infections. Themainstay products from Dish TV d2h and Zing and Watcho will be the primary elements ofthe Company's strategic response to the evolving market situations.
DIRECT TO HOME (DTH') LICENSE
New DTH License:
Your Company was issued Direct to Home (DTH') License by theMinistry of Information and Broadcasting Government of India (MIB') in theyear 2003 which License was valid for a period of 10 years i.e. upto September 2013.Subsequently the MIB has been periodically granting interim extensions of the saidLicense. The MIB vide Order dated December 30 2020 issued amended Guidelines for DTHsector. The amended guidelines inter-alia provide for a term of 20 years for the DTHLicense and the license fee revised to 8% of Adjusted Gross Revenue (AGR) which is to becalculated by deduction of GST from the Gross Revenue. The terms of the amended guidelineshave come into effect from April 1 2021. In accordance with the amended guidelines theCompany had applied for issue of License and the MIB has granted provisional License witheffect from April 1 2021 vide its letter dated March 31 2021 on the terms and conditionsas mentioned therein.
DTH License fee Demand:
The Ministry of Information and Broadcasting vide its communicationdated December 24 2020 intimated the Company that basis the accounts of the Company andpayment made by the Company towards license fee from the period from the date of issuanceof DTH License till Financial Year 2018-19 an amount of ` 4164.05 Crores is payable bythe Company and directed the Company to remit the said amount within a period of 15 days.According to the communication dated December 24 2020 the said amount includes theLicense Fee payable and accrued interest thereon. However the Ministry of Information andBroadcasting has in its said letter also mentioned that the amount is further subject toverification and audit and the outcome of various court cases pending before theHon'ble Telecom Dispute Settlement Appellate Tribunal (TDSAT) the Hon'ble HighCourt of Jammu and Kashmir at Jammu and the Hon'ble Supreme Court of India in thematter of DTH License fee.
The Ministry of Information and Broadcasting had also issued a demandnotice in the year 2014 for the License Fee pertaining from the date of issuance of DTHLicense till Financial Year 12-13. The said Demand Notice was challenged by the Companybefore the Hon'ble TDSAT and the said Demand has been stayed by the Hon'bleTDSAT which stay continues to be in force. Further petition of the Company is alsopending before the Hon'ble High Court of Jammu and Kashmir where inter-alia thequantum / applicability of License Fee and imposition of interest has been challenged bythe Company. The Hon'ble High Court of Jammu and Kashmir had also allowed the interimprayer of the Company vide order dated October 13 2015 which order continues to be inforce as the Writ is pending. Similar Writs are also pending before the Hon'bleSupreme Court of India. The DTH License fee matter has already been through several roundsof litigation the final outcomes of which are yet to be argued and concluded.
SUBSIDIARIES AND ASSOCIATE COMPANIES
As on March 31 2021 your Company has 1 (One) Wholly Owned Subsidiaryviz. Dish Infra Services Private Limited and 2 (Two) Subsidiary Companies viz. Dish T VLanka (Private) Limited and C&S Media net Private Limited. There has been no change inthe nature of business of the subsidiaries except for the change as detailed below.
Subsidiary in Sri Lanka:
Your Company upon the approval of Board of Directors incorporated aJoint Venture (JV') Company with Sat net (Private) Limited a Companyincorporated under the Laws of Sri Lanka in the name and style of Dish T V Lanka(Private) Limited' for providing Direct to Home Services in Sri Lanka on April 252012 with a paid-up share capital of one (1) million Sri Lankan Rupees. Your Company holds70% of the paid-up share capital and Sat net (Private) Limited holds 30% of the paid-upshare Capital in Dish T V Lanka (Private) Limited. Owing to adverse market conditionunfavourable taxation regime high competition and a very small market size theoperations of Dish T V Lanka (Private) Limited has not been in line with the desiredprojections and accordingly the operations of the Company has been suspended. The Board atits meeting held on January 29 2021 approved the divestment of Company's entireequity investment in Dish T V Lanka (Private) Limited for a consideration of approx. 25 MnSri Lankan Rupees subject to fulfillment of conditions of definitive agreement andrequisite regulatory approvals. The Company is in the process of obtaining the saidregulatory approvals.
Subsidiary in India:
i. Dish Infra Services Private Limited
Dish Infra Services Private Limited is a wholly owned subsidiary ofDish TV India Limited. The said Company is inter-alia engaged into provision of servicespertaining to infra support services to the subscribers for facilitating the DTH servicesincluding the instruments which are required for receiving DTH signals such as set topboxes(STB) dish antenna Low Noise Boxes (LNB) and other customer related servicesincluding call centre services and repairs. In compliance with the provision(s) ofRegulation 24 of the Listing Regulations Dr. (Mrs.) Rashmi Aggarwal acts as anIndependent Director on the Board of Dish Infra (Company's material non-listed IndianSubsidiary).
ii. C&S Medianet Private Limited
C&S Medianet Private Limited is a subsidiary of Dish TV IndiaLimited i.e. 51% shareholding is held by Dish TV India Limited. The said Company wasincorporated to act as a knowledge center for the distribution industry by assisting themin various business facets including packaging content acquisition regulatoryinteraction etc. Presently there is no business operations in the Company. Your Companyfunds its subsidiary (ies) from time to time as per the fund requirements throughloans guarantees and other means to meet the working capital and other businessrequirements. Apart from the above there is no other Subsidiary/ Joint-venture/Associatewithin the meaning of section 2(87) and 2(6) of the Act of the Company.
Audited Accounts of Subsidiary Companies:
Your Company has prepared the Audited Consolidated Financial Statementsin accordance with Section 129(3) of the Act read with the applicable Indian AccountingStandards and Listing Regulations. As required under the Indian Accounting Standardsissued by the Institute of Chartered Accountants of India (ICAI') andapplicable provisions of the Listing Regulations the Audited Consolidated FinancialStatements of the Company reflecting the Consolidation of the Accounts of its subsidiariesare included in this Annual Report. Further a statement containing the salient featuresof the financial statements of subsidiaries pursuant to sub-section 3 of Section 129 ofthe Companies Act 2013 (the Act') in the prescribed form AOC-1 is appended tothis Board Report.
In accordance with Section 136 of the Act the audited financialstatements including the consolidated financial statements and related information of theCompany and audited accounts of the subsidiaries are available on the website of theCompany viz. https://www.dishd2h.com/. Your Company also has a policy for determiningMaterial Subsidiaries in terms of the applicable regulations. As on March 31 2021 theCompany has only one Material Subsidiary viz. Dish Infra Services Private Limited. ThePolicy for determining Material Subsidiaries is available on the Company's websiteviz. https://www.dishd2h.com/.
5. CAPITAL STRUCTURE
During the year under review there was no change in the CapitalStructure of the Company. Accordingly as at March 31 2021 the Capital structure stand asbelow: The Authorised Share Capital of the Company is ` 6500000000/- (Rupees Sixhundred and Fifty Crore Only) divided into 6500000000 (Six hundred and Fifty Crore)Equity shares of Re.1/- (Rupee One Only) each.
The Issued Equity Share Capital of the Company comprises of1923816997 (One Hundred and Ninety Two Crores Thirty Eight Lakhs Sixteen Thousand NineHundred and Ninety Seven) equity shares (comprising of 1923783436 fully paid up equityshares of Re.1/- (Rupee one) each 14446 (Fourteen Thousand Four Hundred and Forty-Six)equity shares of Re.1/- (Rupee one) each paid up Re.0.75 per equity share & 19115(Nineteen Thousand One Hundred and Fifteen) equity shares of Re.1/- (Rupee one) each paidup Re.0.50 (Paisa Fifty Only) per equity share)
The Paid-up Equity Share Capital of the Company is ` 1841274345/-(Rupees One Eighty Four Crore Twelve Lakh Seventy Four Thousand Three Hundred and FortyFive) comprising of 1841253953 fully paid up equity shares of Re.1/- (Rupee one) each14446 (Fourteen Thousand Four Hundred and Forty-Six) equity shares of Re.1/- (Rupee one)each paid up Re.0.75 per equity share and 19115 (Nineteen Thousand One Hundred andFifteen) equity shares of Re.1/- (Rupee one) each paid up Re.0.50 (Paisa Fifty Only) perequity share). Allotment of 82529483 equity shares of Re.1/- (Rupee one) each issuedpursuant to a Scheme of Arrangement on March 26 2018 has been kept in abeyance due tocounter claims and in terms of the order of the Hon'ble High Court of Delhi).
Post March 31 2021 there has been a change in the Capital Structureof the Company consequent to conversion of 2201 partly paid-up equity shares andforfeiture of 31360/- partly paid-up equity shares. Accordingly the revised Paid-upEquity Share Capital of the Company is ` 1841256154/- (comprising of 1841256154/-fully paid up equity shares of Re.1/- each).
Listing of Company's Securities
Your Company's fully paid up equity shares continue to be listedand traded on National Stock Exchange of India Limited (NSE') and BSE Limited(BSE'). Both these Stock Exchanges have nationwide trading terminals and hencefacilitates the shareholders/investors of the Company in trading the shares. The Companyhas paid the annual listing fee for the FY 2021-22 to the said Stock Exchanges. Furtherconsequent to amalgamation of Videocon d2h Limited into and with the Company your Companyhad issued new Global Depositary Receipts (the "GDRs") to the holders ofAmerican Depositary Shares ("ADSs") of Videocon D2H Limited which are listed onthe Professional Securities Market ("PSM") of the London Stock Exchange.Necessary fees in relation to the GDR's of the Company listed on London StockExchange have also been paid.
Your Company has arrangements with National Securities DepositoryLimited (NSDL') and Central Depository Services (India) Limited(CDSL') the Depositories for facilitating the members to trade in the fullypaid up equity shares of the Company in Dematerialized form. The Annual Custody fees forthe FY 2021-22 has been paid to both the Depositories.
6. FORFEITURE OF SHARES
During the year 2008-09 the Company had come up with a Rights Issue of518149592 equity shares of Re. 1 each for cash at price of ` 22 per Equity Sharepayable in 3 instalments. Upon receipt of the application money @ ` 6 per Share theCompany had on January 19 2009 allotted 518149592 Rights equity shares (partly paid).These shares were paid up to the extent of ` 0.50. Subsequently in terms of issue theBoard made 1st Call (for ` 8 per share) on July 2 2009. Upon receipt of the First callfrom shareholders the partly paid up equity shares (Paid up ` 0.50) were converted topartly paid up equity shares of ` 0.75. Thereafter in terms of issue the Board made thesecond and Final Call (for ` 8 per share) on February 6 2010. Upon receipt of the Secondcall money from respective shareholders the partly paid up equity shares (Paid up ` 0.75)were converted to fully paid up equity shares of the Company.
From time to time the Company received first call and second callmoney from the respective shareholders. Upon receipt of First call the Company throughCorporate Action process converted the shares from ` 0.50 paid up ISIN to ` 0.75 paid upISIN and upon receipt of Second and final call the Company through Corporate Actionprocess converted the shares from ` 0.75 paid up ISIN to fully paid up ISIN of theCompany. There were certain shareholders holding partly paid up shares who did notdeposit the call money with the Company and on account of which the Company was not ableto process the conversion of shares from partly paid up (` 0.50 paid up series) to partlypaid up (` 0.75 paid up series) and/ or Fully paid up series. Consequent to non-receipt ofoutstanding Call Money(ies) the Board of Directors of the Company vide its resolutiondated May 12 2021 approved the forfeiture of 31360 partly paid shares on which callmoney was not received/partially received post which the Company obtained the approval ofNSE and BSE for the said forfeiture. Post receipt of the said approval the Company hadexecuted the Corporate Action for the forfeiture of 31360 Shares. Accordingly the saidpartly paid shares have been forfeited in the records of the Company.
7. PROPOSED FUND RAISING
In order to meet the current and future business needs the Board ofDirectors of the Company at their meeting held on June 21 2021 approved raising of fundsthrough Right Issue to the tune of ` 1000 crore at a price of ` 10 (Rupees Ten Only) foreach fully paid up equity share (including a premium of` 9 per fully paid up equity share) to eligible equity shareholders of the Company in accordance with applicable regulatoryapprovals which fund raising shall be done on receipt of such corporate regulatory andother approvals/ consents as may be required.
8. EMPLOYEE STOCK OPTION SCHEME
Your Company had instituted an Employees Stock Option Scheme (ESOP -2007) to motivate incentivize and reward employees. In compliance with the Securities andExchange Board of India (Share Based Employee Benefits) Regulations 2014 as amended fromtime to time your Board had authorized the Nomination and Remuneration Committee["NRC"] (formerly Remuneration Committee') to administer andimplement the Company's Employees Stock Option Scheme (ESOP 2007) includingdeciding and reviewing the eligibility criteria for grant and /or issuance of stockoptions under the Scheme. With a view to launch a new ESOP Scheme the NRC at its meetingheld on August 17 2017 decided not to make any fresh grant of options under EmployeeStock Option Scheme (ESOP 2007) of the Company and withdrew the Scheme bycancelling the stock options which were yet to be granted under the scheme. Further theCompany with an objective to attract retain motivate incentivize and to attract andretain the best talent recommended a new ESOP Scheme ESOP 2018' for theemployees. The said scheme was approved by the shareholders of the Company at itsthirtieth (30th) Annual General Meeting held on September 28 2018. Further extension ofbenefits of the scheme to the employee(s) of subsidiary companies and to any futureholding company was also approved by Shareholders vide Postal Ballot Notice dated October25 2018.
Applicable disclosures relating to Employees Stock Options as at March31 2021 pursuant to Securities and Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014 as amended from time to time is annexed to this report andis also available on the website of the Company viz. https://www.dishd2h.com/. The ESOPSchemes of the Company are in compliance with Securities and Exchange Board of India(Share Based Employee Benefits) Regulations 2014.
The Statutory Auditors of the Company M/s. Walker Chandiok & Co.LLP Chartered Accountants have certified that the Company's Employee Stock OptionScheme has been implemented in accordance with Securities and Exchange Board of India(Share Based Employee Benefits) Regulations 2014 and the resolution passed by theshareholders.
9. RIGHT ISSUE OF SHARES & UTILISATION OF PROCEEDS THEREOF
The Company had come with a Right Issue in FY 2008-09 for 518149592(Fifty One Crore Eighty One Lakh Forty Nine Thousand Five Hundred and Ninety Two) equityshares of Re. 1/- (Rupees One) each issued at ` 22/- (Rupees Twenty Two Only) per share(including premium of ` 21/- (Rupees Twenty One Only) per share) payable in three (3)instalments. Out of the total Right Issue size of ` 113992.91 Lakh the Company hasreceived a sum of ` 113988.69 Lakh towards the share application and call money(s) as atMarch 31 2021. The details of utilization of Rights Issue proceeds are placed before theAudit Committee and the Board on a quarterly basis. The status of utilization of rightsissue proceeds as on March 31 2021 is as under:
(Rs. in lakhs)
|Repayment of loans ||28421.44 |
|Repayment of loans received after launch of the Rights Issue ||24300.00 |
|General Corporate Purpose ||34722.76 |
|Acquisition of Consumer ||26000.00 |
|Premises Equipment (CPE) || |
|Right Issue Expenses ||544.52 |
|Total ||113988.72 |
10. GLOBAL DEPOSITORY RECEIPT
In terms of the Scheme of Arrangement amongst Videocon D2H Limited andDish TV India Limited and their respective Shareholders and Creditors(Scheme') the ADS holders of Videocon D2H Limited were issued GlobalDepositary Receipts (the GDRs') of Company. The effective date of issuance ofGDRs was April 12 2018 and the same were listed on the Professional Securities Market ofthe London Stock Exchange on April 13 2018. In terms of the said Scheme the Board at itsmeeting held on March 26 2018 approved the issuance of 277095615 (Twenty Seven CroreSeventy Lakh Ninety Five Thousand Six hundred and Fifteen) Global Depositary Receipts (theGDRs') to the holders of ADSs of Videocon D2H Limited (each GDR representingone equity share of the Company exchanged at a rate of approximately 8.07331699 new GDRsfor every one Videocon D2HLimited ADS (rounded off up to eight decimal places).Theunderlying equity shares against each of the GDR's were issued in the name of theDepository viz. Deutsche Bank Trust Company Americas.
Out of the total 277095615 (Twenty Seven Crore Seventy Lakh NinetyFive Thousand Six hundred and Fifteen) GDRs issued by the Company upon completion ofmerger the Investors have cancelled 163670973 (Sixteen Crore Thirty Six Lakh SeventyThousand Nine Hundred and Seventy Three) GDRs till the end of the Financial Year underreview in exchange for underlying equity shares of the Company. Accordingly as on March31 2021 the outstanding GDRs of the Company are 113424642 (Eleven Crore Thirty FourLakh Twenty Four Thousand Six Hundred and Forty Two) GDRs.
11. REGISTERED OFFICE
The Registered Office of the Company is presently situated at 18thFloor A Wing Marathon Futurex N M Joshi Marg Lower Parel Mumbai-400013 Maharashtra.
12. REGISTRAR & SHARE TRANSFER AGENT
The Registrar & Share Transfer Agent (RTA') of theCompany is Link In time India Private Limited. The Registered office of Link Intime IndiaPrivate Limited is situated at C 101 247 Park LBS Marg Vikhroli (West) Mumbai - 400083 Maharashtra.
13. CORPORATE GOVERNANCE AND POLICIES
The Company's principles of Corporate Governance are based ontransparency accountability and focus on the sustainable long-term growth of the Company.Responsible corporate conduct is integral to the way we do our business. Our actions aregoverned by our values and principles which are reinforced at all levels within theCompany. Our understanding to an effective Corporate Governance practices constitute thestrong foundation on which successful commercial enterprises are built to last.
In order to maximize shareholder value on a sustained basis yourCompany constantly assesses and benchmarks itself with well-established CorporateGovernance practices besides strictly complying with the requirements of ListingRegulations applicable provisions of the Act.
In terms of the requirement of Regulation 34 read with Schedule V ofthe Listing Regulations a detailed report on Corporate Governance along with ComplianceCertificate issued by M/s. Jayant Gupta and Associates Practicing Company Secretary isattached and forms an integral part of this Annual Report. Management Discussion andAnalysis Report and Business Responsibility Report as per Listing Regulations arepresented in separate sections forming part of this Annual Report. The said BusinessResponsibility Report will also be available on the Company's website https://www.dishd2h.com/ as part of the Annual Report.
In compliance with the requirements of the Act and the ListingRegulations your Board has approved various Policies including Code of Conduct for Boardof Directors and Senior Management Policy for determining material subsidiaries Policyfor preservation of documents & archival of records on website Policy for determiningmaterial event Policy for fair disclosure of unpublished price sensitive informationCorporate Social Responsibility Policy Whistle blower & Vigil mechanism RelatedParty Transaction Policy Dividend distribution policy Nomination and RemunerationPolicy and Risk Management Policy. These policies and codes are reviewed by theCommittees / Board from time to time. These policies and codes along with the Directorsfamiliarisation programme and terms and conditions for appointment of independentdirectors are available on Company's website viz. https://www.dishd2h.com/ Incompliance with the requirements of Section 178 of the Act the Nomination andRemuneration Committee (NRC) of your Board has fixed the criteria for nominating a personon the Board which inter alia include desired size and composition of the Board agelimits qualification / experience areas of expertise requisite skill set andindependence of individual. Further in compliance with the Securities and Exchange Boardof India (Prohibition of Insider Trading) Regulations 2015 (PIT Regulations) asamended from time to time on prevention of insider trading your Company has acomprehensive Code of Conduct for regulating monitoring and reporting of trading byInsiders. The said Code lays down guidelines which advise Insiders on the procedures tobe followed and disclosures to be made in dealing with the shares of the Company andcautions them on consequences of non-compliances. Your Company has further put in place aCode of practices and procedures of fair disclosures of unpublished price sensitiveinformation. The said codes are applicable to all Directors KMPs and other DesignatedPersons as identified in the Code who may have access to unpublished price sensitiveinformation of the Company. The codes are available on Company's website viz.https://www.dishd2h.com/ The Audit Committee of the Board has been vested with powers andfunctions relating to Risk Management which inter alia includes (a) review of riskmanagement policies and business processes to ensure that the business processes adoptedand transactions entered into by the Company are designed to identify and mitigatepotential risk; (b) evaluation of internal financial controls and risk management systems;(c) laying down procedures relating to Risk assessment and minimization; and (d)formulation implementation and monitoring of the risk management plan.
Your Company has a Risk Management Committee which inter-alia accessesthe Company's risk profile acceptable level of risk access cyber security developand maintain risk management framework. The said Committee also performs such otherfunctions as may be entrusted to it by applicable regulatory provisions and the Boardfrom time to time.
14. DIRECTORS' & KEY MANAGERIAL PERSONNEL
Your Company has an appropriate mix of Executive Non-ExecutiveNon-Independent and Independent Directors representing a blend of professionalismknowledge and experience which ensures that the Board independently perform its governanceand management functions.
As on March 31 2021 your Board comprised of Six (6) Directorsincluding Three (3) Independent Directors (including one Independent Woman Director) Two(2) Executive Directors and One (1) Non-Executive Non-Independent Director. During theyear under review there was no change in the Directors or Key Managerial Personnel of theCompany. M/s. Jayant Gupta and Associates Practicing Company Secretary has issued acertificate pursuant to Regulation 34(3) read with Schedule V para C clause 10(i) of theSEBI Listing Regulations confirming that none of the Directors on the Board of theCompany were debarred or disqualified from or continuing as Director on the Board by theSecurities and Exchange Board of India Ministry of Corporate Affairs or any otherStatutory Authority. The said Certificate is attached and forms an integral part of thisAnnual Report.
In accordance with the provisions of Section 152(6) of the Act Mr.Ashok Mathai Kurien (DIN- 00034035) retires by rotation at this Annual General Meetingand being eligible offers himself for re-appointment. Your Board recommends hisre-appointment. As required under Regulation 36(3) of the SEBI Listing Regulationsparticulars of Director seeking re-appointment at this AGM are given in the Annexure tothe AGM Notice. During the year under review there was no change in the Key ManagerialPersonnel of the Company. In compliance with the requirements of Section 2 (51) and 203 ofthe Act read with Rule 8 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as on date of this report Mr. Jawahar Lal Goel Chairman &Managing Director Mr. Anil Kumar Dua Group Chief Executive Officer and ExecutiveDirector Mr. Rajeev Kumar Dalmia Chief Financial Officer and Mr. Ranjit Singh CompanySecretary and Compliance Officer of the Company are the Key Managerial Personnel'sof the Company.
Chairman & Managing Director
Mr. Jawahar Lal Goel continues to be the Chairman and ManagingDirector of the Company. Mr. Goel was initially appointed as the Managing Director of theCompany on January 6 2007 and thereafter re-appointed as the Managing Director of theCompany from time to time. In compliance with applicable regulatory provisions the Boardof Directors of the Company at their Meeting held on February 12 2020 approved there-appointment of Mr. Goel as the Managing Director of the Company for the period fromApril 1 2020 to March 31 2022 (both days inclusive). The said re-appointment and termsthereof were also approved by the Shareholders of the Company at the 32nd Annual GeneralMeeting of the Company held on September 29 2020.
Mr. Goel is the Prime architect in establishing India's first andmost modern and advanced technological infrastructure for the implementation of Direct toHome (DTH) services. He has been the leader in pioneering the DTH services in India andinstrumental in establishing Dish TV as a prominent brand and established player. DuringMr. Goel's tenure the Company has made commendable progress in all spheres of itsbusiness operations. The performance of the Company has been improving on year on yearbasis under the leadership of Mr. Goel.
Mr. Goel has led your Company in a highly competitive and volatilemarket to not just consolidate its market leadership but also in shaping the future ofyour Company into a modern technology & innovation-driven organisation.
Adequate diversity on the Board is essential to meet the challenges ofbusiness globalisation rapid deployment of technology greater social responsibilityincreasing emphasis on corporate governance and enhanced need for risk management. TheBoard enables efficient functioning through differences in perspective and skill andfosters differentiated thought processes at the back of varied industrial and managementexpertise gender knowledge and geographical backgrounds. The Board recognises theimportance of a diverse composition and has adopted a Board Diversity Policy which setsout its approach to diversity. The Company recognizes and embraces the importance of adiverse Board in its success.
The meetings of the Board are scheduled at regular intervals to discussand decide on matters of business performance policies strategies and other matters ofsignificance. The Notice of the meetings and Agenda thereof is circulated in advance toensure proper planning and effective participation. In certain exigencies decisions ofthe Board are also accorded through circulation. The Directors of the Company are giventhe facility to attend the meetings through videoconferencing in case they so desiresubject to compliance with the specific requirements under the Act. The Board met Six (6)times during the FY 2020-21 the details of which are given in the CorporateGovernance Report which forms part of this Annual Report. The intervening gap between anytwo (2) meetings was within the period prescribed by the Act Listing Regulations and asper the relaxation given by the Ministry of Corporate Affairs and SEBI.
Declaration by Directors/Independent Directors
All Directors of the Company have confirmed that they are not debarredfrom holding the office of Director by virtue of any SEBI Order or order of any other suchauthority. The Directors Key Managerial Personnel and Senior Management have affirmedcompliance with the Code of Conduct laid down by the Company. Independent Directorsprovide declarations both at the time of appointment as well as annually confirming thatthey meet the criteria of independence as provided in Section 149(6) of the Companies Act2013 and Regulation 16(1)(b) of the Listing Regulations. Further in terms of Regulation25(8) of the Listing Regulations the Independent Directors have confirmed that they arenot aware of any circumstances or situation which exists or may be reasonably anticipatedthat could impair or impact their ability to discharge their duties. Based on thedeclarations received from the Independent Directors the Board has confirmed that theymeet the criteria of independence as mentioned under Regulation 16(1)(b) of the ListingRegulations and that they are independent of the management. A declaration on compliancewith Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules 2014along with a declaration as provided in the Notification dated October 22 2019 issued bythe Ministry of Corporate Affairs (MCA) regarding the requirement relating to enrollmentin the Data Bank for Independent Directors has been received from all the IndependentDirectors along with declaration made under Section 149(6) of the Act.
There are no pecuniary relationships or transactions between theIndependent Directors and the Company other than the sitting fees paid to the Non-Executive and Independent Directors.
Separate Meeting of the Independent Directors
In accordance with the provisions of Schedule IV to the Act andRegulation 25(3) of the Listing Regulations separate meeting of the Independent Directorsof the Company was held on March 25 2021 without the attendance of Non-IndependentDirectors and members of the Management. The Independent Directors reviewed theperformance of Non-Independent Directors and the Board as a whole the performance of theChairman & Managing Director of the Company after taking into account the views ofExecutive Directors and Non-Executive Directors and assessed the quality quantity andtimeliness of flow of information between the Company Management and the Board that isnecessary for the Board to effectively and reasonably perform their duties.
In line with the Corporate Governance Guidelines of your Company and inaccordance with the criteria laid down by the Nomination and Remuneration Committee aformal evaluation of the performance of the Board its Committees the Chairman and theIndividual Directors was carried out during the Financial Year 2020-21. The Boardevaluation framework has been designed in compliance with the requirements specified underthe Act the Listing Regulations and in accordance with the Guidance Note on BoardEvaluation issued by SEBI on January 5 2017. The evaluation process was carried out basedon an assessment sheet structured in line with ICSI guidance note and the guidance noteissued by SEBI in this regard. The Independent Directors of your Company in a separatemeeting held without presence of other Directors and management evaluated the performanceof the Chairman & Managing Director and other Non-Independent Directors along with theperformance of the Board/Board Committees based on various criteria recommended by the NRCand Guidance Note on Board Evaluation' issued by the Securities and ExchangeBoard of India. 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 the Actevaluated performance of all the Directors Board/Board Committees based on variousparameters including attendance contribution etc. The details of the evaluation processare set out in the Corporate Governance Report which forms part of this Report.
Policy on Directors' appointment and remuneration
In compliance with the requirements of Section 178 of the Act theNomination & Remuneration Committee (NRC) of your Board had fixed the criteria fornominating a person on the Board which inter alia include desired size and composition ofthe Board age limit qualification / experience areas of expertise skill set andindependence of individual. Your Company has also adopted a Remuneration Policy salientfeatures whereof is annexed to this report.
Further pursuant to provisions of the Act the NRC Committee of yourBoard has formulated the Nomination and Remuneration Policy for the appointment anddetermination of remuneration of the Directors Key Management Personnel SeniorManagement and other Employees of your Company. The NRC Committee has also developed thecriteria for determining the qualifications positive attributes and independence ofDirectors and for making payments to Executive Directors of the Company.
The NRC Committee takes into consideration the best remunerationpractices in the industry while fixing appropriate remuneration packages and foradministering the long-term incentive plans such as ESOPs. Further the compensationpackage of the Director Key Management Personnel Senior Management and other employeesare designed based on the set of principles enumerated in the said policy. Your Directorsaffirm that the remuneration paid to the Directors Key Management Personnel SeniorManagement and other employees is as per the Nomination and Remuneration Policy of yourCompany.
The remuneration details of the Executive Director Chief ExecutiveOfficer Chief Financial Officer and Company Secretary along with details of ratio ofremuneration of Director to the median remuneration of employees of the Company for the FYunder review are provided as Annexure to this Report.
Familiarisation Programme for Independent Directors
The Board Familiarisation Programme comprised of sessions on businessfunctional issues paradigm of the Industry and Strategy session. To familiarize theDirectors with strategy operations and functions of the Company the senior managerialpersonnel make presentations about Company's strategy operations product offeringmarket technology facilities regulatory changes and risk management. During the yearunder review a detailed familiarization programme was conducted for the Board members byErnst
& Young LLP on IDs Databank Enrolment and Proficiency TestKey Updates Companies Act 2013 & SEBI Code of Conduct for Directors and SeniorManagement Roles & Responsibilities of Directors and Risk Assessment and Mitigation.All new Independent Directors are taken through an induction and familiarisation Programmewhen they join the Board of your Company. The induction programme covers theCompany's history background of the Company and its growth over the last few yearsvarious milestones in the Company's existence the present structure and an overviewof the business and functions.
The Board including all Independent Directors are provided withrelevant documents reports and internal policies to enable them to familiarise with theCompany's procedures and practices from time to time besides regular briefing by themembers of the Senior Management Team.
The details of familiarisation program can be viewed in the Investorsection of Company's website at http://dishd2h.com/corporate-governance/
Committees of the Board
In compliance with the requirements of the Act Listing Regulations andsmooth functioning of the Company your Board has constituted various Committees whichinclude Audit Committee Nomination and Remuneration Committee Stakeholder'sRelationship Committee Corporate Social Responsibility Committee Risk ManagementCommittee Corporate Management Committee Cost Evaluation and Rationalization CommitteeESOP Allotment Committee Fund Raising Committee and Disciplinary Committee. As on March31 2021 the Audit Committee of the Board comprises of Mr. Bhagwan Das Narang anIndependent Director as the Chairman of the Committee and Mr. Ashok Mathai Kurien (Non-Executive Director) Dr. (Mrs.) Rashmi Aggarwal (Independent Director) and Mr. ShankarAggarwal (Independent Director) as its members.
Details of the constitution of the Board Committees which are inaccordance with regulatory requirements are available on the website of the Company viz.https://www.dishd2h.com/. Details of scope constitution terms of reference number ofmeetings held during the year under review along with attendance of Committee Memberstherein form part of the Corporate Governance Report annexed to this report.
Vigil Mechanism/Whistle Blower Policy
Your Company is committed to highest standards of ethical moral andlegal business conduct. Accordingly the Board of Directors has formulated a VigilMechanism/Whistle Blower policy which provides a robust framework for dealing with genuineconcerns & grievances. The policy provides access to Directors/ Employees/Stakeholdersof the Company to report concerns about unethical behavior actual or suspected fraud ofany Director and/or Employee of the Company or any violation of the code of conduct. Thepolicy safeguards whistleblowers from reprisals or victimization in line with theRegulations. Further during the year under review no case was reported under the VigilMechanism. In terms of the said policy no personnel have been denied access to the AuditCommittee of the Board. The said policy is accessible on the website of the Company viz.https://www.dishd2h.com/.
Directors and Officers (D&O) Liability Insurance
Your Company has taken D&O Insurance for all of its Directors(including Independent Directors) and Members of the Senior Management Team for suchquantum and risks as determined by the Board.
Your Company is required to maintain the Cost Records as specified bythe Central Government under sub-section (1) of Section 148 of the Act read withapplicable notifications thereto.
Your board at its meeting held on July 23 2020 had re-appointed M/sChandra Wadhwa & Co. (Firm Registration No. 000239) Cost Accountants to carry outAudit of Cost Records of the Company for the Financial Year 2020-21. The Cost Auditorshave issued their report for the Financial Year 2020-21 which has been taken on record bythe Audit / Board of the Company at its meeting held on August 12 2021.
15. CORPORATE SOCIAL RESPONSIBILITY
In compliance with requirements of Section 135 of the Act your Companyhas a duly constituted Corporate Social Responsibility (CSR) Committee. As at March 312021 the CSR Committee of Board consists of Mr. Bhagwan Das Narang (IndependentDirector) as its Chairman and Mr. Jawahar Lal Goel (Managing Director) Mr. Ashok MathaiKurien (Non-Executive Director) Dr. (Mrs.) Rashmi Aggarwal (Independent Director) and Mr.Shankar Aggarwal (Independent Director) as its members. The Committee has formulated andrecommended to the Board a CSR policy indicating the activity or activities to beundertaken by the Company as per applicable provisions of Section 135 read with ScheduleVII of the Act and rules made thereto. During the period under review the Meeting ofCorporate Social Responsibility Committee was not held. In terms of applicable regulatoryprovisions the Company was not required to spend on CSR activities during the FinancialYear 2020-21.
16. AUDITORS Statutory Auditors
At the 26th Annual General Meeting of the Company held on September 292014 M/s. Walker Chandiok & Co. LLP Chartered Accountants having Registration No001076N/N-500013 were appointed as the Statutory Auditors of the Company to hold officetill the conclusion of the 29th Annual General Meeting. Further at the 29th AnnualGeneral Meeting held on September 28 2017 the members had re-appointed M/s. WalkerChandiok & Co. LLP Chartered Accountants as the Statutory Auditors' of theCompany for second term of Five (5) consecutive years i.e.to hold office from the date of29th Annual General Meeting until the conclusion of the 34th Annual General Meeting of theCompany to be held in the calendar year 2022. The Company has received certificate ofeligibility from M/s Walker Chandiok & Co. LLP in accordance with the provisions ofthe Companies Act 2013 read with rules thereunder and a confirmation that they continueto hold valid Peer Review Certificate as required under Listing Regulations. M/s WalkerChandiok & Co. LLP Chartered Accountants (Statutory Auditors of the Company) haveissued Audit Report with modified opinion on the Standalone and Consolidated AuditedFinancial Results for the financial year ended March 31 2021.
Qualification reservation adverse remark or disclaimer given by theAuditors in their Report:
The Report given by the Statutory Auditors on the Financial Statementsof the Company for the financial year ended on March 31 2021 forms part of this AnnualReport. The auditors of the Company have qualified their report to the extent and asmentioned in the Auditors' Report. The qualification in auditors' report andManagement response to such qualification are as under:
Details of Audit Qualification as per Auditors' Report dated June30 2021 on the Standalone Financial Results of the Company for the Financial Year2020-21:
(a) 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 IndianAccounting Standard 109 "Financial Instruments". In the absence ofsufficient appropriate evidence to support management's conclusion we are unable tocomment upon adjustments if any that may be required to the carrying value of thesenon-current investment and non-current loans and its consequential impact on theaccompanying standalone financial statements.
Our opinion for the year ended 31 March 2020 was also modified inrespect of this matter.
(b) 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"Impairment of Assets" and Indian Accounting Standard 109 "FinancialInstruments". As a result the Company's internal financial control systemtowards estimating the fair value of its investment in its subsidiary were not operatingeffectively which could result in the Company not providing for adjustment if any thatmay be required to the carrying values of non-current investment and other non-currentloans and its consequential impact on the earnings reserves and related disclosures inthe accompanying standalone financial statements.
(a) The Company as at 31 March 2021 has non-current Investment(including equity component of long term loans and guarantees) in and non-current loans toits wholly owned subsidiary Dish Infra Services Private Limited (Dish Infra')amounting to ` 515412 lacs and ` 74173 lacs respectively. Dish Infra's net worthis positive although it has incurred losses in current year. Based on internal assessmentManagement believes that the realisable amount from Dish Infra will be higher than thecarrying value of the non-current investments and other non-current financial assets.Hence no impairment has been considered. The internal assessment is based on the abilityof Dish Infra to monetise its assets including investments in new age technologies whichwill generate sufficient cash flows in the future.
(b) The Company has a well defined system in place to access theappropriateness of the carrying value of its investments and estimation is performed withproper laid down process based on valuation models usually applied in such cases. Themodel is refined from time to time to provide appropriateness accuracy and fair value ata particular point of time. Our internal valuation team has performed the assessment ofvaluation models specifically in testing of key assumption accuracy of inputs used inthe models to determine the fair value.
Details of Audit Qualification 2 as per Auditors' Report datedJune 30 2021 on the Consolidated Financial Results of the Company for the Financial Year2020-21:
(a) As given in Note 9 to the accompanying consolidated financialstatements the following qualification is given by another firm of Chartered Accountantsvide their audit report dated 28 June 2021 on the financial statements of Dish InfraServices Private Limited a wholly owned subsidiary of the Holding Company which isreproduced by us as under: "As stated in Note 9 to the accompanying consolidatedfinancial statements the Company has invested in new technologies recorded as Intangibleassets under development and related capital advances amounting to ` 55200 lacs and `68585 lacs respectively. In accordance with Indian Accounting Standard 36"Impairment of Assets" the management is required to carry out impairment testof intangible assets under development at least annually. The management has not carriedout a detailed impairment testing for intangible assets under development and relatedadvances inter alia involving independent valuation experts evaluating impact ofcompetition on related business plans and performing sensitivity analysis of future cashflows expected from these assets. In the absence of such aforementioned impairmentassessment we are unable to comment upon adjustments if any that may be required to thecarrying values of such intangible assets under development and the relatedadvances".
Our opinion for the year ended 31 March 2020 was also modified inrespect of this matter.
(b) As stated in Note 9 and Note 44 to the accompanying consolidatedfinancial statements the following material weakness is identified by another firm ofChartered Accountants issued vide their audit report dated 28 June 2021 on the internalfinancial controls with reference to financial statements of Dish Infra Services PrivateLimited a wholly owned subsidiary company of the Holding Company which is reproduced byus as under: "As explained in Note 9 and Note 44 to the consolidated financialstatements the company has performed an internal assessment to estimate the fair value ofits intangible assets under development and related capital advances which in our view isnot detailed and comprehensive test in accordance with the principles of Indian AccountingStandard 36 "Impairment of Assets". As a result the company'sinternal financial control system towards estimating the fair value of its intangibleassets under development and related capital advances were not operating effectivelywhich could result in the company not providing for adjustment if any that may berequired to the carrying values of intangible assets under development and related capitaladvances and its consequential impact on the earnings reserves and related disclosuresin the financial statements."
(a) In line with the business plan of investing in new agetechnologies inter alia Watcho the OTT platform networking equipments and customerpremises equipments (CPE) Dish Infra Services Private Limited a wholly owned subsidiaryCompany had made significant progress in augmenting these new age technologies in previousyear. The subsidiary Company had contracted with aggregators for content and relatedinfrastructure and recorded ` 55200 lacs as intangible assets under development and `68585 lacs as related capital advances as of 31 March 2021. However the process couldnot be completed within planned timeframe due to COVID-19 lockdown and restrictionsimposed across the country during the year. The management of the subsidiary Company is inthe process of concluding all the planned investments in the near future. As furtherdescribed in note 10 management has concluded that no material adjustments is required inthe carrying value of intangible assets under development and the related advances.
(b) The Group has a well defined system in place to access theappropriateness of the carrying value of its investments and estimation is performed withproper laid down process based on valuation models usually applied in such cases. Themodel is refined from time to time to provide appropriateness accuracy and fair value ata particular point of time. Our internal valuation team has performed the assessment ofvaluation models specifically in testing of key assumption accuracy of inputs used inthe models to determine the fair value. Apart from the valuation exercise the Group alsoundertakes testing for impairment to estimate and evaluate the actual recoverable value ofthe underlying assets.
During the year the Board had re-appointed Mr. Jayant GuptaPracticing Company Secretary (holding ICSI Certificate of Practice No. 9738) proprietorof M/s Jayant Gupta & Associates Company Secretaries as the Secretarial Auditor ofthe Company for conducting the Secretarial Audit for the FY 2020-21 in accordance withSection 204 of the Act and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 made there under.
Secretarial Audit report (in MR-3 format) inter alia confirmingcompliance with applicable regulatory requirements by the Company during FY 2020-21 isannexed to this report. The remarks/ observations in the said report is as detailed below:
During the audit period the SEBI issued show cause notices to theCompany and its promoters viz. Direct Media Distribution Ventures Private Limited andWorld Crest Advisors LLP under Rule 4 of SEBI (Procedure for holding inquiry and imposingpenalties) Rules 1995 as under Regulations 7(2)(a) and (b) of SEBI (Prohibition ofInsider Trading) Regulations 2015 the transactions of invocation of pledge of shares ofthe Company held by its promoter entities was to be notified to the exchanges within twotrading days by said promoter entities and by the Listed Entity within two trading days ofbecoming aware of the said information. There were certain transactions done by promoterentities on May 15 2019 and May 23 2019 but the same were notified to the exchanges onAugust 01 2019 thereby resulting in delay of 66 days and 76 days respectively. TheCompany made the said disclosure to the exchanges within 2 working days of receipt of thesaid disclosure. In order to settle the SEBI proceedings without admitting or denying thefindings of fact and conclusions of law the Company and its promoters filed settlementapplications with SEBI. SEBI vide its order dated February 17 2021 approved settlementwith respect to the Company upon payment of` 820782. The Company deposited the saidamount within the prescribed timeline and accordingly the matter is settled. ThePromoters also settled the matter and deposited the requisite amounts with SEBI.
The said remark / observation is self-explanatory and hence no separatemanagement response is provided.
Dish Infra Services Private Limited the unlisted material subsidiaryof your company had appointed Anjali Yadav & Associates Practicing Company Secretary(holding ICSI Certificate of Practice No. 7257) as its Secretarial Auditor to conduct theSecretarial Audit for the FY 2020-21. The said Audit has been conducted in accordance withSection 204 of the Act the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 made there under and in compliance to Regulation 24A of the ListingRegulations. The said report is also annexed to this Annual Report.
Additionally in compliance with the requirements of Regulation 24A ofListing Regulations the Annual Secretarial Compliance Report duly issued by Mr. JayantGupta Practicing Company Secretary (holding ICSI Certificate of Practice No. 9738) hasbeen submitted to the Stock Exchanges within the prescribed timelines. The remarksprovided in the report are self-explanatory.
Further the Board at its meeting held on June 30 2021 had appointedMr. Jayant Gupta Practicing Company Secretary as the Secretarial Auditor of the Companyfor the financial year 2021-22. The reports of Statutory Auditor and Secretarial Auditorforms part of this Annual report.
In compliance with the requirements of Section 148 of the Act 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 appointed tocarry out Audit of Cost Records of the Company for the FY 2020-21. The Cost Auditors haveissued their unqualified report for the financial year 2020-21 which has been taken onrecord by the Audit Committee and the Board of the Company at their Meeting held on August12 2021. The Board of your Company on the basis of the recommendation of the AuditCommittee had approved the reappointment of M/s Chandra Wadhwa & Co. (FirmRegistration No. 000239) Cost Accountants as the Cost Auditors for the FY ending March31 2022. Requisite proposal seeking ratification of remuneration payable to the CostAuditor for the FY 2021-22 by the Members as per Section 148 read with Rule 14 ofCompanies (Audit and Auditors) Rules 2014 forms part of the Notice of ensuing AnnualGeneral Meeting.
Protiviti Advisory India Member LLP was the internal auditor of theCompany for the FY 2020-21. At the beginning of each financial year an audit plan isrolled out with approval by the Company's audit committee. The plan is aimed atevaluation of the efficacy and adequacy of internal control systems and compliancethereof robustness of internal processes policies and accounting procedures andcompliance with laws and regulations. Based on the reports of internal audit processowners undertake corrective action in their respective areas. Audit observations andcorrective actions are periodically presented to the audit committee of the Board.
The Audit Committee at its meeting held on August 12 2021 recommendedto the Board the re-appointment of Protiviti Advisory India Member LLP as the InternalAuditor of the Company for the FY 2021-22. Basis the recommendation of the AuditCommittee the Board at its meeting held on August 12 2021 has re-appointed ProtivitiAdvisory India Member LLP as the Internal Auditor of the Company for the FY 2021-22.
Reporting of frauds by Auditors
During the year under review the Auditors have not reported anyinstances of frauds committed in the Company by its Officers or Employees to the AuditCommittee under Section 143(12) of the Act.
i. Particulars of Loans guarantees and investments:Particulars of Loans guarantees and investments made by the Company required underSection 186(4) of the Act and the Listing Regulations are contained in Note no. 63 &64 to the Standalone Financial Statement.
ii. Transactions with Related Parties: In terms of theapplicable statutory provisions the related party transactions are placed before theAudit Committee for its approval and statements of all related party transactions areplaced before the Audit Committee for its review on a quarterly and yearly basisspecifying the nature value and terms and conditions of the transactions along witharms-length justification. All Related Party Transactions entered during the year were inOrdinary Course of the Business and on Arm's Length basis. During the year underreview there have been no materially significant related party transactions as definedunder Section 188 of the Act and Regulations 23 of the Listing Regulations and accordinglyno transactions are required to be reported in Form AOC-2 as per Section 188 of the Act.
iii. Disclosure under Section 197(14) of the Act:
During the financial year 2020-21 none of the Executive Directors ofthe Company received any remuneration or commission from its holding or subsidiarycompany.
iv. Secretarial Standards:
Pursuant to the provisions of Section 118 of the Act the Company hascomplied with the applicable provisions of the Secretarial Standards issued by theInstitute of Company Secretaries of India and notified by Ministry of Corporate Affairs.
v. Risk Management:
Your Company follows a comprehensive system of Risk Management. It hasadopted a policy and procedure for rapid identification definition of risk mitigationplans and execution. Actions include adjustments in prices dispatch plan inventorybuild-up and active participation in regulatory mechanisms. Many of these risks can beforeseen through systematic tracking. Your Company has also defined operational processesto ensure that risks are identified and the operating management are responsible foridentifying and implementing mitigation plans for operational and process risk. Keystrategic and business risks are identified and managed by senior management team. TheRisks and their mitigation plans are updated and reviewed periodically by the AuditCommittee and integrated in the Business plan for each year. The details of Constitutionscope and meetings of the Risk Management Committee forms part of the Corporate GovernanceReport. In the opinion of the Board there are no risks that may threaten the existence ofthe Company.
vi. Internal Financial Controls and their adequacy:
Your company has an effective internal control and risk mitigationsystem which is constantly assessed and strengthened with standard operating proceduresand which ensures that all the assets of the Company are safeguarded & protectedagainst any loss prevention and detection of frauds and errors ensuring accuracy andcompleteness of the accounting records timely preparation of reliable financialinformation and that all transactions are properly authorized and recorded. The Companyhas laid down procedures to inform audit committee and board about the risk assessment andmitigation procedures to ensure that the management controls risk through means of aproperly defined framework. The Audit Committee evaluates the internal financial controlsystem periodically and deals with accounting matters financial reporting andperiodically reviews the Risk Management Process.
Your Company has not accepted any public deposit under Chapter V of theAct.
viii. Transfer to Investor Education and Protection
Fund: During the year under review the Company was not required totransfer any amount to Investor Education and Protection Fund.
ix. Unclaimed Dividend/Shares:
As on March 31 2021 your Company had an outstanding balance of 61322(Sixty one Thousand Three hundred and Twenty Two) unclaimed shares lying in the SuspenseAccount of the Company. Necessary steps were taken in Compliance with the ListingRegulations for sending the necessary reminders to the claimant of the said shares atthe address available in the data base of the Depository/Company.
Further the Interim Dividend declared by the Company which remainsunpaid or unclaimed has been transferred by the Company to "Dish TV India Limited unpaid Interim Dividend FY 2018-19" account and will be due for transfer tothe Investor Education and Protection Fund on completion of seven (7) years.
x. Transfer to General Reserve:
During the FY under review no amount has been transferred to theGeneral Reserve of the Company.
xi. Extract of Annual Return:
The Annual return in form MGT-7 as required under Section 92 of the Actread with Companies (Management & Administration) Rules 2014 is provided on thewebsite of the Company at https://www. dishd2h.com/.
xii. Sexual Harassment:
The Company has zero tolerance for Sexual Harassment at workplace. Thecompany has complied with the provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. The Company has constituted Internal Complaint(s)Committee functioning at various locations to redress complaints regarding sexualharassment and has adopted a Policy on prevention of Sexual Harassment in line with theprovisions of The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013'. During the year under review no complaint was received bythe Company.
xiii. Regulatory Orders:
During the financial year 2019-20 in terms of Regulation 30 (6) ofListing Regulation there was an inadvertent delay in submission of credit rating of theCompany by two days for which the National Stock Exchange of India advised the Company totake abundant caution in future in reporting such instances to stock exchanges. Detailedreason for delayed filing was duly furnished by the Company to the National StockExchange.
During the financial year 2020-21 SEBI issued show cause notice datedSeptember 11 2020 to the Company under Rule 4 of SEBI (Procedure for holding inquiry andimposing penalties) Rules 1995 on account of violation under SEBI (Prohibition of InsiderTrading) Regulations 2015 with regard to delayed filing of disclosures with StockExchanges under Regulation 7(2) (b) relating to dealings in the securities of the Companyby its Promoter(s) viz. Direct Media Distribution Ventures Private Limited and World CrestAdvisors LLP. In order to settle the proceedings initiated without admitting or denyingthe findings of fact and conclusions of law the Company filed settlement application withSEBI on October 7 2020. SEBI vide its order dated February 17 2021 approved settlementupon payment of ` 820782. The Company deposited the said amount within the prescribedtimeline and accordingly the matter is settled.
18. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNING AND OUTGO
Your Company is in the business of providing Direct-to-Home(DTH') services. Since the said activity does not involve any manufacturingactivity most of the Information required to be provided under Section 134(3)(m) of theAct read with the Companies (Accounts) Rules 2014 are not applicable. However theinformation as applicable is given hereunder:
Conservation of Energy:
Your Company being a service provider requires minimal energyconsumption and every endeavor is made to ensure optimal use of energy avoid wastages andconserve energy as far as possible.
In its endeavor to deliver the best to its viewers and businesspartners your Company is constantly active in harnessing and tapping the latest and besttechnology in the industry.
Foreign Exchange Earnings and Outgo:
During the year under review your Company had foreign exchangeearnings of ` 1418 Lakhs and outgo of ` 7197 Lakhs.
19. CREDIT RATINGS
During the Financial Year under review CARE (Credit Analysis andResearch Limited) a Credit rating agency had upgraded the rating from CARE D(Single D)' for Short Term Bank Facilities of the Company to CARE A4 (AFour)' for Short Term Bank Facilities of the Company. CARE has upgraded the ratingbasis the recent developments including operational and financial performance of theCompany for FY 21. Instruments with this rating are considered to have minimal degree ofsafety regarding timely payment of financial obligations. Acuite (Acuite Ratings andResearch Limited) a Credit rating agency has during the year under review assignedACUITE BB+' (stable outlook) [Double B plus] for Long Term Loans andACUITE A4+' for Short Term Bank Facilities of the Company. Instruments withthis rating are considered to have minimal degree of safety regarding timely payment offinancial obligations.
20. HUMAN RESOURCE MANAGEMENT
Human Resource Management has been one of the key priorities for yourcompany. While harmonizing people practices the strategic approach had been to adopt bestaspects align to the market-best practices and build a future ready organization. TheCompany believes that the key to excellent business results is a committed talent pool.Human resources are the most critical element responsible for growth and the Companyacknowledges their contribution and works towards their satisfaction as a top priority.The HR policies continually strive towards attracting retaining and developing the besttalent required for the business to grow. Regular trainings are conducted for theemployees to ensure skill upgradation and personal development throughout the variousorganizational levels.
Dish TV values it stalent pool and works hard to retain its best talentby providing ample opportunities to grow. The Company focuses to provide opportunity forthe development and enhancing the skill sets of its employees at all levels of thebusiness. Several workshops have been conducted for employees across the country so theyunderstand and exhibit the values of the Company in their work and behaviour. Continuoustraining program for upgradation of skill and behavioural maturity has been imparted whichhelped in keeping the optimization and moral of the Organisation at a higher level despitePandemic situation prevailing all across. Town hall sessions were conducted for betterinteractivity understanding issues faced by the employees and providing solutions. Workfrom Home facility continues seamlessly across the hierarchy of employees and acting asenabler to lessen the adverse impact of pandemic. Your Directors place on record theirappreciation for the significant contribution made by all employees who through theircompetence dedication hard work co-operation and support have enabled the Company tocross milestones on a continual basis.
Particulars of Employees
As on March 31 2021 the total numbers of permanent employees on therecords of the Company were 388 (Three Hundred and Eighty Eight) The information requiredunder Section 197(12) of the Act read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 along with statement showing names andother particulars of the employees drawing remuneration in excess of the limits prescribedunder the said rules is annexed to this report.
21. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of and pursuant to Section 134 of the Act in relation to theAnnual Financial Statements for the FY 2020-21 your Directors state and confirm that:
a) The Financial Statements of the Company comprising of the BalanceSheet as at March 31 2021 and the Statement of Profit & Loss for the year ended onthat date have been prepared on a going concern basis;
b) In the preparation of these Financial Statements the applicableaccounting standards had been followed and there are no material departures;
c) Accounting policies selected were applied consistently and thejudgments and estimates related to the financial statements have been made on a prudentand reasonable basis so as to give a true and fair view of the state of affairs of theCompany as at March 31 2021 and of the profit of the Company for the year ended on thatdate;
d) Proper and sufficient care has been taken for maintenance ofadequate accounting records in accordance with the provisions of the Act to safeguard theassets of the Company and for preventing and detecting fraud and other irregularities;
e) Requisite internal financial controls were laid down and that suchfinancial controls are adequate and operating effectively; and f) Proper systems have beendevised to ensure compliance with the provisions of all applicable laws and such systemsare adequate and operating effectively.
22. BUSINESS RESPONSIBILITY REPORT & MANAGEMENT DISCUSSION ANDANALYSIS
Regulation 34 of SEBI Listing Regulations requires the Company toannex a Business Responsibility Report describing the initiatives taken by them from anenvironmental social and governance perspective in the format as specified by the Boardfrom time to time. The Business Responsibility Report (BRR') has been preparedand forms part of the Annual Report as an Annexure. The Management Discussion and Analysisreport is separately attached hereto and forms an integral part of this Annual Report. Thesaid report gives details of the overall industry structure economic developmentsperformance and state of affairs of your Company's business and other materialdevelopments during the FY under review.
23. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER IBC IFANY
No such application under IBC has been filed or pending against theCompany during the year under review. The Company has filed an application under IBCagainst Macro Commerce Private Limited. The application number for the said filing is CPNo. IB-398(PB)/2017 and the same is pending as on date.
24. INDUSTRIAL OPERATIONS
The Company maintained healthy cordial and harmonious industrialrelations at all levels. The enthusiasm and unstinting efforts of the employees haveenabled the Company to remain at the leadership position in the industry. It has takenvarious steps to improve productivity across the organization.
25. CAUTIONARY STATEMENT
Statements in this Report particularly those which relate toManagement Discussion and Analysis describing the Company's objectives projectionsestimates and expectations may constitute forward looking statements' withinthe meaning of applicable laws and regulations and actual results might differ.
It is our strong belief that caring for our business constituents hasensured our success in the past and will do so in future. Your Directors value theprofessionalism and commitment of all employees of the Company and place on record theirappreciation of the contribution made by employees of the Company and its subsidiaries atall levels that has contributed to your Company's success. Your Directors acknowledgewith sincere gratitude the co-operation and support extended by the Central and StateGovernments the Ministry of Information and Broadcasting (MIB') theDepartment of Telecommunication (DOT') Ministry of Finance the TelecomRegulatory Authority of India (TRAI') the Stock Exchanges and otherstakeholders including employees subscribers vendors bankers investors serviceproviders/partners as well as other regulatory and government authorities. Your Board alsotakes this opportunity to express its deep gratitude for the continued co-operation andsupport received from its valued stakeholders.