To the Members
Your Directors are pleased to present the 32nd (Thirty Second) Board Reportof your Company providing an overview of the business and operations of the Companytogether with Annual Audited Financial Statements for the Financial Year (FY') endedMarch 31 2020 prepared as per Indian Accounting Standards prescribed under Section 133of the Companies Act 2013 (Act').
1. FINANCIAL RESULTS
The financial performance of your Company for the FY ended March 31 2020 is summarizedbelow:
Rs ( In Lacs)
Standalone Year Ended Consolidated Year Ended
|Particulars ||Year ended March 31 2020 ||Year ended March 31 2019 ||Year ended March 31 2020 ||Year ended March 31 2019 |
|Sales & Services ||151800 ||393788 ||355634 ||616613 |
|Other Income ||16048 ||11219 ||1361 ||5215 |
|Total Income ||167848 ||405007 ||356995 ||621828 |
|Total Expenses ||159759 ||403104 ||344180 ||619143 |
|Profit/(Loss) before Tax &Exceptional Item ||8089 ||1903 ||12815 ||2685 |
|Exceptional Item ||191916 ||170453 ||191550 ||156254 |
|Profit/(Loss) before Tax ||(183827) ||(168550) ||(178735) ||(153569) |
|Profit from continuing operations before tax ||(183827) ||(168550) ||(178735) ||(153569) |
|- Current tax || ||1519 ||- ||2844 |
|- Income tax -prior years ||- ||540 ||- ||921 |
|- Deferred tax-Continued operation ||(44418) ||(41667) ||(13251) ||(40993) |
|Profit from continuing operations after tax ||(139409) ||(128942) ||(165484) ||(116341) |
|Profit/(Loss) after Tax ||(139409) ||(128942) ||(165484) ||(116341) |
|Profit/(Loss) for the Year ||(139409) ||(128942) ||(165484) ||(116341) |
|Add: Balance brought forward ||(121418) ||18427 ||(106767) ||20233 |
|Adjustment for Non-controlling interest ||- ||- ||1602 ||1851 |
|Restatement of prior period items || || ||- ||(1943) |
|Add: Re-measurement of post-employment ||60 ||195 ||71 ||531 |
|benefits || || || || |
|Less: Dividend paid during the year ||- ||(9206) ||- ||(9206) |
|Less: Dividend distribution tax on dividend ||- ||(1892) ||- ||(1892) |
|Amount available for appropriations ||(260767) ||(121418) ||(270578) ||(106767) |
|Balance Carried Forward ||(260767) ||(121418) ||(270578) ||(106767) |
There have been no material changes and commitments that have occurred after close ofthe FY till the date of this report which affect the financial position of the Company.There has been no material change in the nature of business of the Company. Based on theinternal financial control framework and compliance system established in the Company andverified by the statutory and internal auditors and reviews performed by the managementand/or the Audit Committee of the Board your Board is of the opinion that Company'sinternal financial controls were adequate and effective during the FY 2019-20.
2. OUTBREAK OF COVID-19
Dish TV has continued to operate and provide DTH services to its customer without anydisruptions subsequent to the outbreak of Coronavirus (COVID-19) and consequential lockdown across the Country. To keep the accounts of subscribers active the Company extendedservices by 3 to 5 days without any additional service charges to ensure uninterrupted TVviewing experience even when the due date has passed. The Company also launchedFriends and Family Recharge' Special online recharge' offers and educatedsubscribers on the different alternate modes of recharges available. Three platformservices Kids Active Ayushman Active and Fitness Active which would meet the needs ofthe entire family were offered on free preview basis for the subscribers. The Company alsolaunched D2H Stay Home Stay safe Stay entertained campaign and exciting contests like d2hFuntertainemnt and d2h Alag Hi Tasveer etc. which saw widespread participation. TheCOVID-19 pandemic has had a high impact on Indian businesses and has already causedadverse impact on the economic activities. However the television consumption spiked toreach high numbers. Though the future course of the pandemic is unpredictable TV as amedium has a significant scope for further penetration in India. Though this will not haveimpact on television distribution but if it continues for a longer period of time then itmay impact the disposable income due to changes in lifestyle and expenses on healthcare.Average subscription ticket size and average revenue per user could remain on the lowerside as consumers may want to be conservative due to the uncertain environment. Howeverwith consumer sentiment remaining cautious to spend it could cause migration ofsubscribers from costlier mediums like IPTV to more pocket-friendly options like DTH andcable TV. Dish TV sees opportunity in this adversity and looks forward to leverage itspan-India reach strong rural connect brand strength OTT platform - Watcho to buildresilience and closer connect with consumers. The Company's post-COVID operational planincorporates the touchless way of getting new acquisitions installations and service.
With a view to conserve the resources for future business requirements and expansionplans your
Board have 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 India is India's First and amongst Asia's largest Direct-to-Home (DTH) DigitalEntertainment Service provider. Your Company has taken television viewing to the nextlevel through the latest digital technology. Dish TV with its multiple brands andplatforms of delivering content at an extremely competitive cost is one of the preferredchoice for subscribers when the decision is based on convenience availability and cost.Your Company have always worked on offering innovative entertainment solutions andsuperlative experience to customers. Dish TV's connected android boxes fulfil the need ofcustomers seeking new age media entertainment. Your Company has now gone beyond the realmof devices with the introduction of its OTT entertainment app Watcho' which willhelp us keep the existing customers enthusiastic and also on-boarding of new subscribersin its network. Dish TV has launched a content streaming solution d2h Magic'allowing customers to access digital video streaming and OTT apps on their existing d2hset top box. The partnering with leading technology platforms like Amazon Fire TV Stickand Huawei App Store and being embedded in our very own Dish Smrt Stick Smrt Kit MagicStick Smrt Hub and Stream will provide further opportunities to grow business.Entertainment is a fundamental need of our lives and we look at multiple modes to suit ourneeds. Covid-19 has fuelled demand for at-home entertainment and consequently televisionand streaming platforms have seen significant growth which is likely to persist in futureas well. With the home entertainment left as only choice during lockdowns subsequent toCOVID-19 pandemic the Company witnessed significant jump in recharges with digitalmediums. Unified Payments Interface (UPI) and e-wallets became the preferred onlinereal-time payment modes over cash and physical outlets for subscribers recharging theirDTH accounts. Increasing proportion of renewals through digital mediums should be the newnormal in the post-COVID-19 world. During this tough time Dish TV is adding fun andentertaining moments to the lives of its customers through innovative new productsservices special programmes and exciting offers. Further the return of fresh content onGEC and sporting action can be expected to be a strong stimulus for recharges goingforward.
During the year under review your Company on the basis of consolidated financialstatements of FY 2019-20 made profit before tax and exceptional items to the tune of Rs1282 million versus Rs 269 million in FY 2018-19. Post the end of the Financial Year2019-20 and upto the date of this report the Company has on a consolidated basis made aloan repayment to the tune of Rs 520 Crores. This was achieved with sustained focus on thecustomer satisfaction good offering of bundled channels and value added services to thesubscribers. Your Company will continue to focus on customer services and satisfaction.With consumer sentiment remaining cautious and slowdown in economy all businessesincluding the television distribution industry would have to find new ways to attract andretain customer loyalty. Though subscription-based revenues could improve over a periodof time as people get more and more accustomed to consume content at home and seek agreater variety of content. However availability of new content could prove to be a keyfactor in retaining and increasing the subscriber base for subscription-based platforms.Dish TV sees opportunity in this adversity and looks forward to leverage its pan-Indiareach brand strength OTT platform - Watcho and its execution by running a tight ship tobuild resilience and closer connect with consumers.
SUBSIDIARIES AND ASSOCIATE COMPANIES
As on March 31 2020 your Company has 1 (One) Wholly Owned Subsidiary viz. DishInfra
Services Private Limited and 2 (Two) Subsidiary Companies viz. Dish T V Lanka(Private) Limited and C&S Medianet Private Limited as mentioned in note number 39 tothe standalone financial statements for the FY 2019-20. There has been no material changein the nature of business of the subsidiaries. Subsidiary in Sri Lanka:
Your Company upon the approval of Board of Directors incorporated a Joint Venture(JV') Company with Satnet (Private) Limited a Company incorporated under the Lawsof Sri Lanka in the name and style of Dish T V Lanka (Private) Limited' forproviding Direct to Home Services in Sri Lanka on April 25 2012 with a paid-up sharecapital of one (1) million Sri Lankan Rupees. Your Company holds 70% of the paid-up sharecapital and Satnet (Private) Limited holds 30% of the paid-up share Capital in Dish T VLanka (Private) Limited. Dish T V Lanka (Private) Limited had commenced the operationsunder the requisite licenses and permissions obtained from regulatory authorities. Owningto adverse market condition unfavourable taxation regime high competition and a verysmall market size the operations of Dish T V Lanka (Private) Limited has not been in linewith the desired projections and accordingly the operations of the Company has beensuspended. The Company is evaluating the available options for reorganization /restructuring. The Company has also been registered as a Board of Investment (BOI')approved Company in Sri Lanka. The registration with BOI grants various benefits to theCompany.
Subsidiary in India: i. Dish Infra Services Private Limited
Dish Infra Services Private Limited is a wholly owned subsidiary of Dish TV IndiaLimited i.e.
100% shareholding is held by Dish TV India Limited.
Post the approval of members of the Company by way of a Special Resolution passed byPostal Ballot on February 3 2015 the non-core business of the Company (undertakingpertaining to the provision of infra support services to the subscribers for facilitatingthe DTH services including the instruments which are required for receiving DTH signalssuch as set top boxes(STB) dish antenna Low Noise Boxes (LNB) and other customer relatedservices including call centre services and repairs) has been transferred to Dish Infrawith effect from April 1 2015. The business of the Company is to plan establishdevelop provide operate maintain and market various support services for cable orsatellite based communications networking services broadcasting broadcasting contentservices direct-to-home services direct-to-home related services satellite basedtransmission services and provide advertising agency service marketing servicedistribution services and related support services to such companies as engaged in aboveactivities.
Further post the approval of members of the Company by way of a Special Resolutionpassed with requisite majority on September 25 2017 and with the completion ofAmalgamation of Videocon D2H Limited with and into Company which became effective onMarch 22 2018 with the view to harmonize the existing business model of the Company theNon-Core Business undertaking of Infra Support Services (including set top boxes dishantenna etc. and related services) of Videocon D2H Limited together with respectiveassets and liabilities (including employees/contracts etc. pertaining to such business)were transferred to Dish Infra from the close of the business hours of March 31 2018.
In compliance with the provision(s) of Regulation 24 of the Listing Regulations yourBoard had appointed Dr. (Mrs.) Rashmi Aggarwal as an Independent Director on the Board ofDish Infra (Company's material non-listed Indian Subsidiary).
ii. C&S Medianet Private Limited
C&S Medianet Private Limited is a subsidiary of Dish TV India Limited i.e.51% shareholding is held by Dish TV India Limited.
The said Company acts as a knowledge center for the distribution industry by assistingthem in various business facets including packaging content acquisition regulatoryinteraction etc. The said Company had commenced its operations during the FY 2017-18.
Your Company upon approval of the Board of Directors on October 25 2018 purchased/acquired additional 300 (Three Hundred) equity shares of C&S Medianet. Consequent tothe said acquisition the percentage stake of the Company in C&S Medianet increasedfrom 48% to 51% and C&S Medianet became the subsidiary of the Company with effect fromNovember 1 2018.
Your Company funds its subsidiary (ies) from time to time as per the fundrequirements through loans guarantees and other means to meet the working capital andother business requirements. Apart from the above there is no other Subsidiary/Joint-venture/Associate within the meaning of section 2(87) and section 2(6) of the Actof the Company.
Audited Accounts of Subsidiary Companies:
Your Company has prepared the Audited Consolidated Financial Statements in accordancewith Section 129(3) of the Act read with the applicable Indian Accounting Standards andListing Regulations. As required under the Indian Accounting Standards issued by theInstitute of Chartered Accountants of India (ICAI') and applicable provisions of theListing Regulations the Audited Consolidated Financial Statements of the Companyreflecting the Consolidation of the Accounts of its subsidiaries are included in thisAnnual Report. Further a statement containing the salient features of the financialstatements of subsidiaries pursuant to sub-section 3 of Section 129 of the Companies Act2013 ('the Act') in the prescribed form AOC-1 is appended to this Board Report.
In accordance with Section 136 of the Act the audited financial statements includingthe consolidated financial statements and related information of the Company and auditedaccounts of the subsidiaries are available on the website of the Company viz.https://www.dishd2h.com/. Your
Company also has a policy for determining Material Subsidiaries in terms of theapplicable regulations. As on March 31 2020 the Company has only one Material Subsidiaryviz. Dish Infra Services Private Limited. The Policy for determining Material
Subsidiaries is available on the Company's website viz.https://www.dishd2h.com/.
5. CAPITAL STRUCTURE
During the year under review there was no change in the Capital Structure of theCompany. Accordingly as at March 31 2020 the Capital structure stand as follows:
? The Authorised Share Capital of the Company is Rs 6500000000/- (Rupees Sixhundred and Fifty Crore Only) divided into 6500000000 (Six hundred and Fifty Crore)Equity shares of Rs1/- (Rupee One Only) each.
? The Paid-up Share Capital of the Company is Rs 1841274345/- (Rupees OneEighty Four Crore Twelve Lakh Seventy Four Thousand Three Hundred and Forty Five Only) comprisingof 1841253953 fully paid up equity shares of Rs 1/- (Rupee one Only) each 14446(Fourteen Thousand Four Hundred and Forty-Six) equity shares of 1/- (Rupee one Only) eachpaid upRs 0.75 per equity share and 19115 (NineteenRs Thousand One Hundred and Fifteen)equity shares of 1/- (Rupee one Only) each paid upRs Rs 0.50 (Paisa Fifty Only) perequity share.
Listing of Company's Securities
Your Company's fully paid up equity shares continue to be listed and traded on NationalStock Exchange of India Limited (NSE') and BSE Limited (BSE'). Both theseStock Exchanges have nationwide trading terminals and hence facilitates theshareholders/investors of the Company in trading the shares. The Company has paid theannual listing fee for the FY 2020-21 to the said Stock Exchanges. Further consequent toamalgamation of Videocon d2h Limited into and with the Company your Company had issuednew Global Depositary Receipts (the "GDRs") to the holders of AmericanDepositary Shares ("ADSs") of Videocon d2h Limited which are listed on theProfessional Securities Market ("PSM") of the London Stock Exchange. Necessaryfees in relation to the GDR's of the Company listed on London Stock Exchange have alsobeen paid.
Your Company has arrangements with National Securities Depository Limited (NSDL')and Central Depository Services (India) Limited (CDSL') the
Depositories for facilitating the members to trade in the fully paid up equity sharesof the Company in Dematerialized form. The Annual Custody fees for the FY 2020-21 has beenpaid to both the Depositories.
6. EMPLOYEE STOCK OPTION SCHEME
Your Company had instituted an Employees Stock Option Scheme (ESOP - 2007) to motivateincentivize and reward employees. In compliance with the Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014 as amended from time to timeyour Board had authorized the Nomination and Remuneration Committee ["NRC"](formerly Remuneration Committee') to administer and implement the Company'sEmployees Stock Option Scheme (ESOP 2007) including deciding and reviewing theeligibility criteria for grant and /or issuance of stock options under the Scheme. With aview to launch a new ESOP Scheme the NRC at its meeting held on August 17 2017 decidednot to make any fresh grant of options under Employee Stock Option Scheme (ESOP 2007) of the Company and withdrew the Scheme by cancelling the stock options which wereyet to be granted under the scheme. Further the Company with an objective to attractretain motivate incentivize and to attract and retain the best talent recommended a newESOP Scheme - "ESOP 2018" for the employees. The said scheme was approved by theshareholders of the Company at its thirtieth (30th) Annual General Meeting heldon September 28 2018. Further extension of benefits of the scheme to the employee(s) ofsubsidiary companies and to any future holding company was also approved by Shareholders videPostal Ballot Notice dated October 25 2018.
During the year under review the Nomination and Remuneration Committee("NRC") of your Company at its meeting held on May 24 2019 granted 860000(Eight Lakh Sixty Thousand) stock options to eligible Employees as per the ESOP 2018 Scheme of the Company. The ESOP Allotment Committee of the Board or the Boardconsiders reviews and allots equity shares to the eligible Employees exercising the stockoptions under the Employee Stock Option Scheme of the Company. Applicable disclosuresrelating to Employees Stock Options as at March 31 2020 pursuant to
Securities and Exchange Board of India (Share Based Employee Benefits) Regulations2014 as amended from time to time is annexed to this report and is also available on thewebsite of the Company viz. https://www.dishd2h.com/. The ESOP Schemes of theCompany are in compliance with Securities and Exchange Board of India (Share BasedEmployee Benefits) Regulations 2014.
The Statutory Auditors of the Company M/s. Walker Chandiok & Co. LLP CharteredAccountants have certified that the Company's Employee Stock Option Scheme has beenimplemented in accordance with Securities Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014 and the resolution passed by the shareholders.
7. RIGHT ISSUE OF SHARES & UTILISATION OF PROCEEDS THEREOF
The Company had come with a Right Issue in FY 2008-09 for 518149592 (Fifty One CroreEighty One Lakh Forty Nine Thousand Five Hundred and Ninety Two) equity shares of Rs 1/-(Rupees One Only) each issued at Rs 22/- (Rupees Twenty Two Only) per share (includingpremium of Rs 21/- (Rupees Twenty One Only) per share) payable in three (3) installments.Out of the total Right Issue size of Rs113992.91 Lakh the Company has received a sum ofRs 113988.69 Lakh towards the share application and call money(s) as at March 31 2020.
The details of utilization of Rights Issue proceeds are placed before the AuditCommittee and the Board on a quarterly basis. The status of utilization of rights issueproceeds as on March 31 2020 is as under:
|Particulars ||Amount (Rs In Lakhs) |
|Repayment of loans ||28421.44 |
|Repayment of loans received ||24300.00 |
|after launch of the Rights Issue || |
|General Corporate Purpose ||34722.73 |
|Acquisition of Consumer ||26000.00 |
|Premises Equipment (CPE) || |
|Right Issue Expenses ||544.52 |
|Total ||113988.69 |
8. GLOBAL DEPOSITORY RECEIPT
The Board of your Company at its meeting held on November 11 2016 had approved theScheme of Arrangement amongst Videocon D2H Limited and Dish TV India Limited and theirrespective Shareholders and Creditors (Scheme').
In terms of the Scheme the ADS holders of Videocon D2H Limited had an option to electand to either receive the shares of Dish TV India Limited or the GDR to be issued by DishTV India Limited. Accordingly 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("PSM") of the London Stock Exchange on April 13 2018.
Post receipt of all necessary approval(s) and in compliance of order Passed by Hon'bleNational Company Law Tribunal ("NCLT") dated July 27 2017 for Amalgamation ofVideocon D2H Limited into and with the Company the Board at its meeting held on March 262018 approved the issuance of 277095615 (Twenty Seven Crore Seventy Lakh Ninety FiveThousand Six hundred and Fifteen) Global Depositary Receipts (the "GDRs") to theholders of ADSs of Videocon D2H Limited (each GDR representing one equity share of theCompany exchanged at a rate of approximately 8.07331699 new GDRs for every one VideoconD2H Limited ADS (rounded off up to eight decimal places).The underlying equity sharesagainst each of the GDR's were issued in the name of the Depository viz.
Deutsche Bank Trust Company Americas.
Out of the total 277095615 (Twenty Seven Crore Seventy Lakh Ninety Five Thousand Sixhundred and Fifteen) GDRs issued by the Company upon completion of merger the Investorshave cancelled 162357687 (Sixteen Crore Twenty Three Lakh Fifty Seven Thousand SixHundred and Eighty Seven) GDRs in exchange for underlying equity shares of the Company.Accordingly as on March 31 2020 the outstanding GDRs of the Company are 114737928(Eleven Crore Forty Seven Lakh Thirty Seven Thousand Nine Hundred and Twenty Eight) GDRs.
9. REGISTERED OFFICE
The Registered Office of the Company is presently situated at 18th Floor AWing Marathon Futurex N M Joshi Marg Lower Parel Mumbai - 400013 Maharashtra.
10. REGISTRAR & SHARE TRANSFER AGENT
The Registrar & Share Transfer Agent (RTA') of the Company is Link IntimeIndia Private Limited. The Registered office of Link Intime India Private Limited issituated at C 101 247 Park LBS Marg Vikhroli (West) Mumbai - 400 083 Maharashtra.
11. CORPORATE GOVERNANCE AND POLICIES
The Company's principles of Corporate Governance are based on transparencyaccountability and focus on the sustainable long-term growth of the Company. Responsiblecorporate conduct is integral to the way we do our business. Our actions are governed byour values and principles which are reinforced at all levels within the Company. Ourunderstanding to an effective Corporate Governance practices constitute the strongfoundation on which successful commercial enterprises are built to last.
In order to maximize shareholder value on a sustained basis your Company constantlyassesses and benchmarks itself with well-established Corporate Governance practicesbesides strictly complying with the requirements of Listing Regulations applicableprovisions of the Act.
In terms to the requirement of Regulation 34 read with Schedule V of the ListingRegulations a detailed report on Corporate Governance along with Compliance Certificateissued by M/s. Jayant Gupta and Associates Practicing Company Secretary is attached andforms an integral part of this Annual Report. Management Discussion and Analysis Reportand Business Responsibility Report as per Listing Regulations are presented in separatesections forming part of this Annual Report. The said Business Responsibility Report willalso be available on the Company's website https://www.dishd2h.com/ as part of the AnnualReport.
In compliance with the requirements of the Act and the Listing Regulations your Boardhas approved various Policies including Code of Conduct for Board of Directors and SeniorManagement Policy for determining material subsidiaries Policy for preservation ofdocuments & archival of records on website Policy for determining material eventPolicy for fair disclosure of unpublished price sensitive information Corporate Social
Responsibility Policy Whistle blower & Vigil mechanism Related Party TransactionPolicy Dividend distribution policy and Nomination and Remuneration Policy. Thesepolicies and codes are reviewed by the Committees / Board from time to time. Thesepolicies and codes along with the Directors familiarisation programme and terms andconditions for appointment of independent directors are available on Company's website viz.https://www.dishd2h.com/ In compliance with the requirements of Section 178 of the Actthe Nomination and Remuneration Committee (NRC) of your Board has fixed the criteria fornominating a person on the Board which inter alia include desired size andcomposition of the Board age limits qualification / experience areas of expertiserequisite skill set and independence of individual.
Further in compliance with the Securities and Exchange Board of India (Prohibition ofInsider Trading) Regulations 2015 (PIT Regulations') as amended from time to timeon prevention of insider trading your Company has a comprehensive Code of Conduct forregulating monitoring and reporting of trading by Insiders. The said Code lays downguidelines which advise Insiders on the procedures to be followed and disclosures to bemade in dealing with the shares of the Company and cautions them on consequences ofnon-compliances. Your Company has further put in place a Code of practices and proceduresof fair disclosures of unpublished price sensitive information. The said codes areapplicable to all Directors KMPs and other Designated Persons as identified in the Codewho may have access to unpublished price sensitive information of the Company. The codesare available on Company's website viz. https://www.dishd2h.com/ The AuditCommittee of the Board has been vested with powers and functions relating to RiskManagement which inter alia includes
(a) review of risk management policies and business processes to ensure that thebusiness processes adopted and transactions entered into by the Company are designed toidentify and mitigate potential risk;
(b) laying down procedures relating to Risk assessment and minimization; and
(c) formulation implementation and monitoring of the risk management plan.
Your Company has a Risk Management Committee which assess the Company's risk profileacceptable level of risk assess cyber security develop and maintain risk managementframework. The said Committee also performs such other functions as may be entrusted to itby the board from time to time.
12. DIRECTORS' & KEY MANAGERIAL PERSONNEL
As on March 31 2020 your Board comprised of Six (6) Directors including Three (3)Independent Directors Two (2) Executive Directors and One (1) Non-ExecutiveNon-Independent Director including one Independent Woman Director. During the year underreview there was no change in the Directors or Key Managerial Personnel of the Company.Your Company has obtained a Certificate from M/s. Jayant Gupta and Associates PracticingCompany Secretary pursuant to Regulation 34(3) read with Schedule V para C clause 10(i) ofthe SEBI Listing Regulations that none of the Directors on the Board of the Company weredebarred or disqualified from or continuing as Director on the Board by the Securities andExchange Board of India Ministry of Corporate Affairs or any other Statutory Authority.The said Certificate is attached and forms an integral part of this Annual Report.
In accordance with the provisions of Section 152(6) of the Act Mr. Anil Kumar Dua(DIN-03640948) retires by rotation at this Annual General Meeting and being eligibleoffers himself for reappointment. Your Board recommends his reappointment. As requiredunder Regulation 36(3) of the SEBI Listing Regulations particulars of Director seekingre-appointment at this AGM are given in the Annexure to the AGM Notice.
During the year under review there was no change in the Key Managerial Personnel ofthe Company. In compliance with the requirements of Section 2 (51) and 203 of the Act readwith Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 as on date of this report Mr. Jawahar Lal Goel Chairman & Managing DirectorMr. Anil Kumar Dua Group Chief Executive Officer and Executive Director Mr. Rajeev KumarDalmia Chief Financial Officer and Mr. Ranjit Singh Company Secretary and ComplianceOfficer of the Company are the Key Managerial Personnel's of the Company.
Chairman & Managing Director
Mr. Jawahar Lal Goel continues to be the Chairman and Managing Director of theCompany. Mr. Goel was initially appointed as the Managing Director of the Company onJanuary 6 2007 and thereafter re-appointed as the Managing Director of the Company fromtime to time. At the 30th Annual General Meeting of the Company held onSeptember 28 2018 Mr. Goel was reappointed as the Managing Director of the Company for aperiod from January 6 2019 to December 16 2019 (both days inclusive). In terms ofamended Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 as notified vide Notification dated May 9 2018 top 500 listedentities had to ensure that with effect from April 1 2020 the Chairperson of the Boardshall be a non-executive Director.
While the Board was inclined for re-appointing Mr. Goel for a longer term however inorder to comply with the above regulatory provisions the Board of Directors of theCompany at their Meeting held on December 12 2019 approved the reappointment of Mr. Goelas the Managing Director of the Company for a period from December 17 2019 to March 312020 (both days inclusive). The said re-appointment was subject to the approval ofshareholders of the Company in terms of applicable provisions.
Subsequent to the above referred Board Meeting SEBI vide its Notification datedJanuary 10 2020 extended the timeline for implementation of the said regulation to April1 2022 in place of April 1 2020. In view of the aforesaid amendment in the regulatoryprovisions the Board of Directors of the Company at their Meeting held on February 122020 approved the re-appointment of Mr. Goel as the Managing Director of the Company onthe same terms as applicable hitherto for the period from April 1 2020 to March 312022 (both days inclusive). The said re-appointment was also subject to the approval ofshareholders of the Company in terms of applicable provisions. Mr. Goel is the Primearchitect in establishing India's first and most modern and advanced technologicalinfrastructure for the implementation of Direct to
Home (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 its businessoperations. The performance of the Company has been improving on year on year basis underthe leadership of Mr. Goel.
Mr. Goel has led your Company in a highly competitive and volatile market to not justconsolidate its market leadership but also in shaping the future of your Company into amodern technology & innovation-driven organisation.
Requisite proposal seeking your approval for his reappointment as Managing Director andalso terms thereof forms part of the Notice of ensuing Annual General Meeting. Your Boardrecommend the proposal for approval of Shareholders.
Adequate diversity on the Board is essential to meet the challenges of businessglobalisation rapid deployment of technology greater social responsibility increasingemphasis on corporate governance and enhanced need for risk management. The Board enablesefficient functioning through differences in perspective and skill and fostersdifferentiated 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. Board Meetings
The meetings of the Board are scheduled at regular intervals to discuss and decide onmatters of business performance policies strategies and other matters of significance.The schedule of the meetings is circulated in advance to ensure proper planning andeffective participation. In certain exigencies decisions of the Board are also accordedthrough circulation. The Board met Seven (7) times during the FY 2019-20 the details ofwhich are given in the Corporate
Governance Report which forms part of this Annual Report. The intervening gap betweenany two (2) meetings was within the period prescribed by the Act and the ListingRegulations.
Declaration by Directors/Independent Directors
All Directors of the Company have confirmed that they are not debarred from holding theoffice of Director by virtue of any SEBI Order or order of any other such authority. TheDirectors Key Managerial Personnel and Senior Management have affirmed compliance withthe Code of Conduct laid down by the Company. In terms of Regulation 25(8) of the ListingRegulations the Independent Directors have confirmed that they are not aware of anycircumstances or situation which exists or may be reasonably anticipated that could impairor impact their ability to discharge their duties. Based on the declarations received fromthe Independent Directors the Board has confirmed that they meet the criteria ofindependence as mentioned under Regulation 16(1)(b) of the Listing Regulations and thatthey are independent of the management. A declaration on compliance with Rule 6(3) of theCompanies (Appointment and Qualification of Directors) Rules 2014 along with adeclaration as provided in the Notification dated October 22 2019 issued by the Ministryof Corporate Affairs (MCA) regarding the requirement relating to enrollment in the DataBank for Independent Directors has been received from all the Independent Directorsalong with declaration made under Section 149(6) of the Act.
Separate Meeting of the Independent Directors
In accordance with the provisions of Schedule IV to the Act and Regulation 25(3) of theListing Regulations separate meeting of the Independent Directors of the Company was heldon March 27 2020 without the attendance of Non-Independent Directors and members of theManagement. The Independent Directors reviewed the performance of Non-IndependentDirectors and the Board as a whole the performance of the Chairman & ManagingDirector of the Company taking into account the views of Executive Directors andNon-Executive Directors and assessed the quality quantity and timeliness of flow ofinformation between the Company Management and the Board that is necessary for the Boardto effectively and reasonably perform their duties.
In line with the Corporate Governance Guidelines of your Company a formal evaluationof the performance of the Board its Committees the Chairman and the individual Directorswas carried out during the Financial Year 2019-20. The Board evaluation framework has beendesigned in compliance with the requirements specified under the Act the ListingRegulations and in accordance with the Guidance Note on Board Evaluation issued by SEBIon January 5 2017.
The Independent Directors of your Company in a separate meeting held without presenceof other Directors and management evaluated the performance of the Chairman &Managing Director and other Non-Independent Directors along with the performance of theBoard/Board Committees based on various criteria recommended by the NRC and GuidanceNote on Board Evaluation' dated January 5 2017 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 the Nomination &Remuneration Committee (NRC) of your Board had fixed the criteria for nominating a personon the Board which inter alia include desired size and composition of the Boardage limit qualification / experience areas of expertise and independence of individual.Your Company has also adopted a Remuneration Policy salient features whereof is annexedto 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 the criteria for determining thequalifications positive attributes and independence of Directors and for making paymentsto Executive Directors of the Company.
The NRC Committee takes into consideration the best remuneration practices in theindustry while fixing appropriate remuneration packages and for administering thelong-term incentive plans such as ESOPs. Further the compensation package of theDirector Key Management Personnel Senior Management and other employees are designedbased on the set of principles enumerated in the said policy. Your Directors affirm thatthe remuneration paid to the Directors Key Management Personnel Senior Management andother employees is as per the Nomination and Remuneration Policy of your Company.
The remuneration details of the Executive Director Chief Executive Officer ChiefFinancial Officer and Company Secretary along with details of ratio of remuneration ofDirector to the median remuneration of employees of the Company for the FY under revieware provided as Annexure to this Report.
Familiarisation Programme for Independent Directors
The Board Familiarisation Programme comprises of the following: -? InductionProgramme for new Independent Directors;? Immersion sessions on businessfunctional issues and paradigm of the Industry; and? Strategy session.
All new Independent Directors are taken through an induction and FamiliarisationProgramme when 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 overview ofthe business and functions. Independent Directors of the Company have also beenfamiliarized with their roles rights and responsibilities in the Company as well as withthe nature of industry and business model of the Company through induction programs at thetime of their appointment as Directors and also through familiarization programs. Tofamiliarize the Directors with strategy operations and functions of the Company thesenior managerial personnel make presentations about Company's strategy operationsproduct offering market technology facilities regulatory changes and risk management.The Board including all Independent Directors are provided with relevant documentsreports and internal policies to enable them to familiarise with the Company's proceduresand practices from time to time besides regular briefing by the members of the SeniorManagement Team. The Board including all Independent Directors on March 27 2020 werebriefed and apprised on Prohibition of Insider Trading Regulations and updates onCompanies Act 2013. The said details of the Familiarization Programme(s) imparted toindependent directors is also available on the Company's website viz.https://www.dishd2h. com/.
Committees of the Board
In compliance with the requirements of the Act Listing Regulations and smoothfunctioning of the Company your Board has constituted various Board Committees includingAudit Committee NRC Stakeholder's Relationship Committee Corporate SocialResponsibility Committee Risk Management Committee Corporate Management Committee CostEvaluation and Rationalization Committee ESOP Allotment Committee and DisciplinaryCommittee.
As on March 31 2020 the Audit Committee of the Board comprises of Mr. Bhagwan DasNarang an Independent Director as the Chairman of the Committee and Mr. Ashok MathaiKurien (Non- Executive Director) Dr. (Mrs.) Rashmi Aggarwal (Independent Director) andMr. Shankar Aggarwal (Independent Director) as its members.
Details of the constitution of the Board Committees which are in accordance withregulatory requirements have been uploaded 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 and legal businessconduct. Accordingly the Board of Directors has formulated a Vigil Mechanism/WhistleBlower policy which provides a robust framework for dealing with genuine concerns &grievances. The policy provides access to Directors/Employees/Stakeholders of the Companyto report concerns about unethical behavior actual or suspected fraud of any Directorand/or Employee of the Company or any violation of the code of conduct. The policysafeguards whistleblowers from reprisals or victimization in line with the Regulationsand to make the policy much more robust necessary changes were carried to the WhistleBlower policy. 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/.
Your Company is required to maintain the Cost Records as specified by the CentralGovernment under sub-section (1) of Section 148 of the Act read with Notification No. GSR.695(E) dated July 14 2016 of the Ministry of Corporate Affairs.
Your board at its meeting held on May 24 2019 had re-appointed M/s Chandra Wadhwa& Co. (Firm Registration No. 000239) Cost Accountants to carry out Audit of CostRecords of the Company for the Financial Year 2019-20. The Cost Auditors have issued theirreport for the Financial Year 2019-20 which has been taken on record by the Audit / Boardof the Company at its meeting held on September 2 2020.
13. CORPORATE SOCIAL RESPONSIBILITY
In compliance with requirements of Section 135 of the Act your Company has a dulyconstituted Corporate Social Responsibility (CSR) Committee. As at March 31 2020 the CSRCommittee of Board consists of Mr. Bhagwan Das Narang (Independent Director) as itsChairman and Mr. Jawahar Lal Goel (Managing Director) Mr. Ashok Mathai Kurien(Non-Executive Director) Dr. (Mrs.) Rashmi Aggarwal (Independent Director) and Mr.Shankar Aggarwal (Independent Director) as its members.
The Committee has formulated and recommended to the Board a CSR policy indicating theactivity or activities to be undertaken by the Company as per applicable provisions ofSection 135 read with Schedule VII of the Act and rules made thereto. During the periodunder review the Meeting of Corporate Social Responsibility Committee was scheduled to beheld in the Month of March 2020 to monitor the performance of ongoing CSR projectshowever due to COVID-19 Pandemic the meeting was postponed and it will be held in theFinancial Year 2019-20. In terms of applicable regulatory provisions the Company was notrequired to spend on CSR activities during the Financial Year 2019-20.
14. 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 29thAnnual General Meeting held on September 28 2017 the members had re-appointed M/s. WalkerChandiok & Co. LLP Chartered Accountants as the Statutory Auditors' of the Companyfor 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 AnnualGeneral Meeting of the Company to be held in the calendar year 2022.
Qualification reservation adverse remark or disclaimer given by the Auditors intheir Report:
The Report given by the Statutory Auditors on the Financial Statements of the Companyfor the financial year ended on March 31 2020 forms part of this Annual Report. Theauditors of the Company have qualified their report to the extent and as mentioned in theAuditors' Report. The qualification in auditors' report and Management response to suchqualification are as under: Details of Audit Qualification 1 as per Auditors' Reportdated July 23 2020 on the Standalone Financial Results of the Company for the FinancialYear 2019-20:
As stated in note 40 to the accompanying standalone financial statements the Companyhas non-current investments in and other non-current loans given to its wholly ownedsubsidiary company amounting to Rs 515340 lacs and Rs64951 lacs respectively. Thiswholly owned subsidiary company has negative net current assets and has incurred losses inthe current year although it has positive net worth as at 31 March 2020. As described inthe aforementioned note the management basis its internal assessment has consideredsuch balances as fully recoverable as at 31 March 2020. However the management has notcarried 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.
The Company as at 31 March 2020 has non-current investment (including equity componentof long-term loans and guarantees) in and non-current loans to its wholly ownedsubsidiary Dish Infra Services Private Limited ("Dish Infra") amounting to Rs515340 lacs and Rs 64951 lacs respectively. Dish Infra's net worth is positive althoughit has incurred losses in current year. Based on internal assessment Management believesthat the realisable amount from Dish Infra will be higher than the carrying value of thenon-current investments and other non-current financial assets. Hence no impairment isconsidered. The internal assessment is based on the ability of Dish Infra to monetize onits assets investments in new age technologies which will generate sufficient cash flowsin the future. Details of Audit Qualification 2 as per Auditors' Report dated July 232020 on the Consolidated Financial Results of the Company for the Financial Year 2019-20:
As stated in note 9 to the accompanying financial statements the Company has investedin new technologies recorded as intangible assets under development and related capitaladvances amounting to Rs 52500 lacs and Rs 69300 lacs respectively. In accordance withIndian Accounting
Standard 36 "Impairment of Assets" the management is required tocarry out impairment test of intangible assets under development annually. The managementhas not carried out a detailed impairment testing for intangible assets under developmentand related advances inter alia involving independent valuation experts evaluatingimpact of competition on related business plans and performing sensitivity analysis offuture cash flows expected from these assets. In the absence of such aforementionedimpairment assessment we are unable to comment upon adjustments if any that may berequired to the carrying values of such intangible assets under development and therelated advances.
During the year in line with the business plan of investing in new technologies interalia Watcho the OTT platform of the wholly owned subsidiary company networkingequipment customer premises equipments (CPE) Dish Infra Services Private Limited awholly owned subsidiary company has made significant progress in augmenting these new agetechnologies. The subsidiary company has contracted the aggregators for content andrelated infrastructure and recorded Rs 52500 lacs as intangible assets under developmentand Rs 69300 lacs as related capital advances as of
31 March 2020. The management is confident of concluding all the planned investments bythe first half of FY 2020-21. As further described in note 13 the management is confidentof the view that COVID-19 will not have any significant negative impact on the ability ofthe company to implement the business plans related to these new investments and thereforehas concluded that no material adjustments is required in the carrying value of intangibleassets under development and the related capital advances.
During the year the Board had re-appointed Mr. Jayant Gupta Practicing CompanySecretary (holding ICSI Certificate of Practice No. 9738) proprietor of M/s Jayant Gupta& Associates Company Secretaries as the Secretarial Auditor of the Company forconducting the Secretarial Audit for the FY 2019-20 in accordance with Section 204 of theAct and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014 made thereunder.
Copy of the Secretarial Audit report (MR-3) inter alia confirming compliancewith applicable regulatory requirements by the Company during FY 19-20 is annexed to thisreport.
Dish Infra Services Private Limited the unlisted material subsidiary of your companyhad appointed Ms. Anjali Yadav & Associates Practicing Company Secretary (holdingICSI Certificate of Practice No. 7257) as its Secretarial Auditor to conduct theSecretarial Audit for the FY 2019-20. The said Audit has been conducted in accordance withSection 204 of the Act the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 made thereunder and in compliance to Regulation 24A of the ListingRegulations.
Additionally in compliance with the requirements of Regulation 24A of ListingRegulations the Annual Secretarial Compliance Report duly signed by Mr. Jayant GuptaPracticing Company Secretary (holding ICSI Certificate of Practice No. 9738) has beensubmitted to the Stock Exchanges within the prescribed timelines. The remarks provided inthe report are self-explanatory.
The reports of Statutory Auditor and Secretarial Auditor forms part of this Annualreport.
In compliance with the requirements of Section 148 of the Act read with Companies (CostRecords and Audit) Rules 2014 as amended from time to time M/s Chandra Wadhwa &Co. (Firm Registration No. 000239) Cost Accountants were appointed to carry out Auditof Cost Records of the Company for the FY 2019-20. The Board of your Company on the basisof the recommendation of the Audit Committee had approved the re-appointment of M/sChandra Wadhwa & Co. (Firm Registration No. 000239) Cost Accountants as the CostAuditors for the FY ending March 31 2020.
Requisite proposal seeking ratification of remuneration payable to the Cost Auditor forthe FY 2020-21 by the Members as per Section 148 read with Rule 14 of Companies (Audit andAuditors) Rules 2014 forms part of the Notice of ensuing Annual General Meeting.
Protiviti Advisory India Member LLP was the internal auditor of the Company for the FY2019-20. The Audit Committee at its meeting held on July 23 2020 recommended to the Boardfor reappointment of Protiviti Advisory India Member LLP as the Internal Auditor of theCompany for the FY 2020-21. On the basis of the recommendation of the Audit Committee theBoard at its meeting held on July 23 2020 has re-appointed Protiviti Advisory IndiaMember LLP as the Internal Auditor of the Company for the FY 2020-21.
Reporting of frauds by Auditors
During the year under review the Auditors have not reported any instances of fraudscommitted in the Company by its Officers or Employees to the Audit Committee under Section143(12) of the Act.
i. Particulars of Loans guarantees and investments: Particulars of Loansguarantees and investments made by the Company required under Section 186(4) of the Actand the Listing Regulations are contained in Note no. 65 & 66 to the StandaloneFinancial Statement.
ii. Transactions with Related Parties: In terms of the applicable statutoryprovisions the related party transactions are placed before the Audit Committee for itsapproval and statements of all related party transactions are placed before the AuditCommittee for its review on a quarterly and yearly basis specifying the nature value andterms and conditions of the transactions along with arms-length justification. All RelatedParty Transactions entered during the year were in Ordinary Course of the Business and onArm's Length basis. During the year under review there have been no materiallysignificant related party transactions as defined under Section 188 of the Act andRegulations 23 of the Listing Regulations and accordingly no transactions are required tobe reported in Form AOC-2 as per Section 188 of the Act.
iii. Disclosure under Section 197(14) of the Act: Neither Mr. Jawahar Lal GoelManaging Director & Chairman of the Company nor Mr. Anil Kumar Dua Executive Director& Group Chief Executive Officer of the Company receive any remuneration or commissionfrom company's subsidiary company.
iv. Secretarial Standards: Pursuant to the provisions of Section 118 of the Actthe Company has complied with the applicable provisions of the Secretarial Standardsissued by the Institute of Company Secretaries of India and notified by Ministry ofCorporate Affairs.
v. Risk Management: Your Company follows a comprehensive system of Risk Management.It has adopted a policy and procedure for rapid identification definition of riskmitigation plans and execution. Actions include adjustments in prices dispatch planinventory build-up and active participation in regulatory mechanisms. Many of these riskscan be foreseen through systematic tracking. Your Company has also defined operationalprocesses to ensure that risks are identified and the operating management are responsiblefor identifying 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. In line with the amendmentsto the Listing Regulations the Company has constituted the Risk Management Committee. Thedetails of Constitution scope and meetings of the Risk Management Committee forms part ofthe Corporate Governance Report. In the opinion of the Board there are no risks that maythreaten the existence of the Company.
vi. Internal Financial Controls and their adequacy: Your company has an effectiveinternal control and risk mitigation system which is constantly assessed and strengthenedwith standard operating procedures and which ensures that all the assets of the Companyare safeguarded & protected against any loss prevention and detection of frauds anderrors ensuring accuracy and completeness of the accounting records timely preparationof reliable financial information and that all transactions are properly authorized andrecorded. The Company has laid down procedures to inform audit committee and board aboutthe risk assessment and mitigation procedures to ensure that the management controls riskthrough means of a properly defined framework. The Audit Committee evaluates the internalfinancial control system periodically and deals with accounting matters financialreporting and periodically reviews the Risk Management Process. Based on internalfinancial control framework and compliance systems established in the Company the workperformed by statutory internal and secretarial auditors and reviews performed by themanagement and/or relevant Audit and other Committees of the Board your Board is of theopinion that the Company's internal financial controls were adequate and effective duringthe FY 2019-20. During the year no reportable material weakness in the design oroperation was observed.
vii. Deposits: Your Company has not accepted any public deposit under Chapter V ofthe Act.
viii. Transfer to Investor Education and Protection Fund: During the year underreview the Company was not required to transfer any amount to Investor Education andProtection Fund.
ix. Unclaimed Dividend/Shares: As on March 31 2020 your Company had anoutstanding balance of 61897 (Sixty one Thousand Eight hundred and Ninety Seven)unclaimed shares lying in the Suspense Account of the Company. Necessary steps were takenin Compliance with the Listing Regulations for sending the necessary reminders to theclaimant of the said shares at the address available in the data base of theDepository/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 beentransferred to the General Reserve of the Company.
xi. Extract of Annual Return: The extract of Annual return in form MGT-9 asrequired under Section 92(3) of the Act read with Companies (Management &Administration) Rules 2014 provided on the website of the Company athttps://www.dishd2h.com/
xii. Sexual Harassment: The Company has zero tolerance for Sexual Harassment atworkplace. The company has complied with the provisions relating to the constitution ofInternal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. The Company has constituted InternalComplaint(s) Committee functioning at various locations to redress complaints regardingsexual harassment and has adopted a Policy on prevention of Sexual Harassment in line withthe provisions of The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013'. During the year under review no complaint wasreceived by the Company.
xiii. Regulatory Orders: No significant or material orders were passed by theregulators or courts or tribunals which impact the going concern status and Company'soperations in future.
16. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO
Your Company is in the business of providing Direct-to-Home (DTH') services.Since the said activity does not involve any manufacturing activity most of theInformation required to be provided under Section 134(3)(m) of the Act read with theCompanies (Accounts) Rules 2014 are not applicable. However the information asapplicable is given hereunder: Conservation of Energy:
Your Company being a service provider requires minimal energy consumption and everyendeavor is made to ensure optimal use of energy avoid wastages and conserve energy asfar as possible. Technology Absorption:
In its endeavor to deliver the best to its viewers and business partners your Companyis constantly active in harnessing and tapping the latest and best technology in theindustry. Foreign Exchange Earnings and Outgo:
During the year under review your Company had foreign exchange earnings of Rs 2036Lakhs and outgo of Rs 5633 Lakhs.
17. CREDIT RATINGS
During the Financial Year under review CARE (Credit Analysis and Research Limited) aCredit rating agency had assigned CARE D (Single D) for Short Term Bank Facilities of theCompany. CARE had revised the said rating from CARE A4+ (CARE A four plus) for Short TermBank Facilities of the Company in the month of December 2019. CARE has revised therating on the basis of the recent developments including operational and financialperformance of the Company for FY20 (Abridged) and the observation of the credit ratingagency regarding removal of support of Essel group built into the ratings due to theweakened financial flexibility at the Essel group level. Instruments with this rating areconsidered to be in default or are expected to be in default. Further CARE (CreditAnalysis and Research Limited) vide its letter dated August 24 2020 has upgradedthe rating from CARE D (CARE Single D) to CARE A4 (A four) for Short Term Bank Facilitiesof the Company. CARE has enhanced the rating basis the recent developments includingoperational and financial performance of the Company for FY20 (Abridged). Instruments withthis rating are considered to have minimal degree of safety regarding timely repayment offinancial obligation.
18. HUMAN RESOURCE MANAGEMENT
Human Resource Management has been one of the key priorities for your company. Whileharmonizing people practices the strategic approach had been to adopt best aspects alignto the market-best practices and build a future ready organization. The Company believesthat the key to excellent business results is a committed talent pool. Human resources arethe most critical element responsible for growth and the Company acknowledges theircontribution and works towards their satisfaction as a top priority. The HR policiescontinually strive towards attracting retaining and developing the best talent requiredfor the business to grow. Regular trainings are conducted for the employees to ensureskill upgradation and personal development throughout the various organizational levels.Dish TV values its talent pool and works hard to retain its best talent by providing ampleopportunities to grow. The Company focuses to provide opportunity for the development andenhancing the skill sets of its employees at all levels of the business. Several workshopshave been conducted for employees across the country so they understand and exhibit thevalues of the Company in their work and behaviour. Continuous training program forupgradation of skill and behavioural maturity has been imparted which helped in keepingthe optimization and moral of the Organisation at a higher level despite Pandemicsituation 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 2020 the total numbers of permanent employees on the records of theCompany were 407 (Four hundred and Seven).The information required under Section 197(12)of the Act read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 along with statement showing names and other particulars of theemployees drawing remuneration in excess of the limits prescribed under the said rules isannexed to this report.
19. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of and pursuant to Section 134 of the Act in relation to the Annual FinancialStatements for the FY 2019-20 your Directors state and confirm that:
a) The Financial Statements of the Company comprising of the Balance Sheet as at March31 2020 and the Statement of Profit & Loss for the year ended on that date have beenprepared on a going concern basis;
b) In the preparation of these Financial Statements the applicable accountingstandards had been followed and there are no material departures;
c) Accounting policies selected were applied consistently and the judgments andestimates related to the financial statements have been made on a prudent and reasonablebasis so as to give a true and fair view of the state of affairs of the Company as atMarch 31 2020 and of the profit of the Company for the year ended on that date;
d) Proper and sufficient care has been taken for maintenance of adequate accountingrecords in accordance with the provisions of the Act to safeguard the assets of theCompany and for preventing and detecting fraud and other irregularities;
e) Requisite internal financial controls were laid down and that such financialcontrols are adequate and operating effectively; and
f) Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.
20. BUSINESS RESPONSIBILITY REPORT & MANAGEMENT DISCUSSION AND ANALYSIS
Regulation 34 of SEBI Listing Regulations as amended from time to time requires top1000 listed entities based on market capitalization (calculated as on March 31 of everyfinancial year) a Business Responsibility Report describing the initiatives taken by themfrom an environmental social and governance perspective in the format as specified bythe Board from time to time. The Business Responsibility Report (BRR') has beenprepared and forms part of the Annual Report as an Annexure. The Management Discussion andAnalysis report is separately attached hereto and forms an integral part of this AnnualReport. The said report gives details of the overall industry structure economicdevelopments performance and state of affairs of your Company's business and othermaterial developments during the FY under review.
21. INDUSTRIAL OPERATIONS
The Company maintained healthy cordial and harmonious industrial relations at alllevels. The enthusiasm and unstinting efforts of the employees have enabled the Company toremain at the leadership position in the industry. It has taken various steps to improveproductivity across the organization.
22. CAUTIONARY STATEMENT
Statements in this Report particularly those which relate to Management Discussion andAnalysis describing the Company's objectives projections estimates and expectationsmay constitute forward looking statements' within the meaning of applicable laws andregulations and actual results might differ.
It is our strong belief that caring for our business constituents has ensured oursuccess in the past and will do so in future. Your Directors value the professionalism andcommitment of all employees of the Company and place on record their appreciation of thecontribution made by employees of the Company and its subsidiaries at all levels that hascontributed to your Company's success. Your Directors acknowledge with sincere gratitudethe co-operation and support extended by the Central and State Governments the Ministryof Information and Broadcasting (MIB') the Department of Telecommunication(DOT') Ministry of Finance the Telecom Regulatory Authority of India(TRAI') the Stock Exchanges and other stakeholders including employeessubscribers vendors bankers investors service providers as well as other regulatoryand government authorities. Your Board also takes this opportunity to express its deepgratitude for the continued co-operation and support received from its valuedstakeholders.