MIRA INFORM REPORT
|
Report Date : |
10.03.2008 |
IDENTIFICATION
DETAILS
|
Name : |
DISH TV INDIA LIMITED |
|
|
|
|
Formerly Known
as : |
ASC ENTERPRISES LIMITED |
|
|
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Registered
Office : |
Essel House, B – 10, Lawrence Road, Industrial Area, Essel House, New
Delhi – 110035 |
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Country : |
India |
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|
|
Financials (as
on) : |
31.03.2007 |
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Date of
Incorporation : |
10.08.1988 |
|
|
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Com. Reg. No.: |
55-101836 |
|
|
|
|
CIN No.: [Company
Identification No.] |
U51909DL1988PLC101836 |
|
|
|
|
TAN No.: [Tax Deduction
& Collection Account No.] |
MUMA18375A |
|
|
|
|
Legal Form : |
Closely Held Public Limited Liability Company |
|
|
|
|
Line of Business
: |
DTH Services, Broadcasting Services and consultancy. |
RATING &
COMMENTS
|
MIRA’s Rating : |
B |
|
RATING |
STATUS |
PROPOSED CREDIT LINE |
|
|
26-40 |
B |
Unfavourable & favourable factors carry similar weight in credit
consideration. Capability to overcome financial difficulties seems
comparatively below average/normal. |
Small |
|
Maximum Credit
Limit : |
USD 1578000 |
|
|
|
|
Status : |
Moderate |
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|
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|
Payment
Behaviour : |
Slow but correct |
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Litigation : |
Clear |
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Comments : |
Subject is a part of Zee-Telefilms Group of Mr. Subhash Chandra, It
can be considered normal for business dealings at usual trade terms and
conditions on merits. |
LOCATIONS
|
Registered
Office : |
Essel House, B – 10, Lawrence Road, Industrial Area, Essel House, New
Delhi – 110035, India |
|
Tel. No.: |
91-11-27101145 |
|
Fax No.: |
91-11-27106128 |
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E-Mail : |
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Website : |
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Location : |
Industrial |
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|
Corporate Office : |
5th Floor, Chintamani Plaza, Andheri Kurla Road, Andheri
(East). , Mumbai – 400099, Maharashtra. |
|
Tel. No.: |
91-22-28235111/12/13 |
|
Fax No.: |
91-22-282351118 |
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E-Mail : |
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|
Location : |
Commercial |
|
|
|
|
Branch Office : |
207, Paradigm ‘B’ Mindspace, Malad Link Road, Malad [West], Mumbai –
400064, Maharashtra, India |
|
Tel. No. : |
91-22-55040280 / 81 /82 |
|
Fax No. : |
91-22-55040285 |
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|
|
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Branch Office : |
FC 19 Sector 16A, Film City, Noida – 201301, Uttar Pradesh, India |
DIRECTORS
|
Name : |
Mr. Atul Laxminarin Goel |
|
Designation : |
Director |
|
Address : |
Essel House No. 3, Sultanpur Mandi Road, Mehroli, New Delhi – 110033,
India |
|
Date of
Birth/Age : |
28.03.1977 |
|
Date of
Appointment : |
17.12.2003 |
|
Date of Ceasing
: |
28.06.2004 |
|
|
|
|
Name : |
Mr. Subhash Chandra |
|
Designation : |
Chairman |
|
Date of
Birth/Age : |
30th November 1950 |
|
Date of
Appointment : |
9th August 1995 |
|
|
|
|
Name : |
Ms. Laxmi Narain Goel |
|
Designation : |
Director |
|
Date of
Birth/Age : |
19th February 1953 |
|
Date of
Appointment : |
24th April 1995 |
|
|
|
|
Name : |
Mr. Chandrashekhar Raj Gopalan |
|
Designation : |
Director |
|
Date of Birth/Age
: |
23rd November 1960 |
|
Date of
Appointment : |
11th June 1995 |
|
|
|
|
Name : |
Mr. Ashok Goel |
|
Designation : |
Director |
|
Date of
Birth/Age : |
9th November 1961 |
|
Date of
Appointment : |
24th April 1995 |
|
|
|
|
Name : |
Mr. Punit Goenka |
|
Designation : |
Director |
|
Date of Birth/Age : |
20th June 1975 |
|
Date of Appointment : |
1st April 1998 |
MAJOR SHAREHOLDERS
|
Names of Shareholders |
|
No. of Shares |
|
Mr. Ashok Nandkishore Goel |
|
250100 |
|
Ganjum Trading Company Private Limited |
|
5887000 |
|
Churu Trading Company Private Limited |
|
10343773 |
|
Prajatma Trading Company Private Limited |
|
3975000 |
|
Briggs Trading Company Private Limited |
|
1100000 |
|
Premier Finance & Trading Private Limited |
|
5143942 |
|
Ms. Laxmi Goel |
|
100 |
|
Ms. Shushiladevi |
|
100000 |
|
Mr. Shubhash Chandra |
|
200000 |
|
Afro – Asian Satellite Communications Limited |
|
14068850 |
|
Veena Investment Private Limited |
|
30500000 |
|
TOTAL |
|
71568765 |
BUSINESS DETAILS
|
Line of Business
: |
DTH Services, Broadcasting Services and consultancy. |
|
|
|
|
Brand Names : |
Agrani and Dish TV |
|
|
|
|
Imports from : |
France |
GENERAL
INFORMATION
|
No. of Employees
: |
About 100 |
|
|
|
|
Bankers : |
ING Vysya Bank Limited Connaught Place Branch, New Delhi |
|
|
|
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Banking
Relations : |
Satisfactory |
|
|
|
|
Auditors : |
M. G. Bhandari & Company Chartered Accountants, Jolly Bhavan – 2, First Floor, 7 New Marine Lines,
Chaurchgate, Mumbai 400020 Tel. No. : 91-2256332330 Fax No. : 91-22-56351545 E-mail : mgbco@mbgbco.com 21shankar Vihar, Vikas Marg, Delhi 110092 Tel. No. : 91-11-2250830/22456840 E-mail : mghcodelhi@mghco.com |
|
|
|
|
Associates : |
v Agrani Satellite
Services Limited v Agrani
Convergence Limited v Agrani Wireless
Services Limited v Agrani Satellite
Communication Enterprise (Gibraltar) Limited v Quick Calls
Limited v Smarttalk
Limited v Bhilwara Telenet
Private Limited |
CAPITAL STRUCTURE
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
73000000 |
Equity Shares |
Rs. 10/- each |
Rs. 730.000 Millions |
Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
42820000 |
Equity Shares |
Rs. 10/- each |
Rs. 428.200
Millions |
FINANCIAL DATA
[all figures are
in Rupees Millions]
ABRIDGED BALANCE
SHEET
|
SOURCES OF FUNDS |
31.03.2007 |
31.03.2006 |
31.03.2005 |
|
|
SHAREHOLDERS FUNDS |
|
|
|
|
|
1] Share Capital |
428.200 |
715.700 |
715.700 |
|
|
2] Share Application Money |
0.000 |
0.000 |
0.000 |
|
|
3] Reserves & Surplus |
[822.900] |
459.600 |
2537.900 |
|
|
4] (Accumulated Losses) |
0.000 |
0.000 |
0.000 |
|
|
NETWORTH |
394.700 |
1175.300 |
3253.600 |
|
|
LOAN FUNDS |
|
|
|
|
|
1] Secured Loans |
1444.700 |
78.100 |
139.500 |
|
|
2] Unsecured Loans |
306.300 |
5.700 |
9.800 |
|
|
TOTAL BORROWING |
1751.000 |
83.800 |
149.300 |
|
|
DEFERRED TAX LIABILITIES |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
TOTAL |
1356.300 |
1259.100 |
3402.900 |
|
|
|
|
|
|
|
|
APPLICATION OF FUNDS |
|
|
|
|
|
|
|
|
|
|
|
FIXED ASSETS [Net Block] |
5496.500 |
605.900 |
148.200 |
|
|
Capital work-in-progress |
1126.500 |
536.500 |
0.000 |
|
|
|
|
|
|
|
|
INVESTMENT |
944.500 |
1068.700 |
1251.100 |
|
|
DEFERREX TAX ASSETS |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
CURRENT ASSETS, LOANS & ADVANCES |
|
|
|
|
|
|
Inventories |
11.400
|
4.700
|
0.000
|
|
|
Sundry Debtors |
390.600
|
75.600
|
20.600
|
|
|
Cash & Bank Balances |
113.300
|
59.400
|
44.100
|
|
|
Other Current Assets |
0.000
|
0.000
|
0.000
|
|
|
Loans & Advances |
1869.400
|
1468.000
|
2463.000
|
|
Total
Current Assets |
2384.700
|
1607.700 |
2527.700 |
|
|
Less : CURRENT LIABILITIES & PROVISIONS |
|
|
|
|
|
|
Current Liabilities |
8577.000
|
2558.300
|
523.300 |
|
|
Provisions |
18.900
|
1.400
|
0.800 |
|
Total
Current Liabilities |
8595.9
|
2559.700 |
524.100 |
|
|
Net Current Assets |
[6211.200]
|
(952.000)
|
2003.600 |
|
|
|
|
|
|
|
|
MISCELLANEOUS EXPENSES |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
TOTAL |
1356.300 |
1259.100 |
3402.900 |
|
PROFIT & LOSS
ACCOUNT
|
PARTICULARS |
31.03.2007 |
31.03.2006 |
31.03.2005 |
|
|
Sales Turnover |
1909.400 |
314.600 |
93.700 |
|
|
Other Income |
91.500 |
3.000 |
28.500 |
|
|
Total Income |
2000.900 |
317.600 |
122.200 |
|
|
|
|
|
|
|
|
Profit/(Loss) Before Tax |
[2516.300] |
(2078.000) |
(279.300) |
|
|
Provision for Taxation |
[2.500] |
0.300 |
(0.400) |
|
|
Profit/(Loss) After Tax |
[2518.800] |
(2078.300) |
(278.900) |
|
|
|
|
|
|
|
|
Expenditures : |
|
|
|
|
|
|
Raw Materials |
12.100
|
61.100
|
47.000
|
|
|
Power & Fuel Cost |
7.300
|
1.600
|
2.600
|
|
|
Other Manufacturing Expenses |
2251.400
|
728.100
|
242.300
|
|
|
Employee Cost |
148.700
|
21.500
|
17.500
|
|
|
Selling and Administration Expenses |
1146.900
|
335.200
|
12.600
|
|
|
Miscellaneous Expenses |
206.900
|
1205.100
|
41.600
|
|
|
Interest & Financial Charges |
175.300
|
19.400
|
30.700
|
|
|
Depreciation |
575.300
|
28.300
|
7.200
|
|
|
Stock Adjustment |
[6.700] |
[4.700] |
0.000 |
|
Total Expenditure |
4517.200 |
2395.600 |
401.500 |
|
QUARTERLY RESULTS
|
PARTICULARS |
30.06.2007 |
30.09.2007 |
31.12.2007 |
|
Type |
1st
Quarter |
2nd
Quarter |
3rd
Quarter |
|
Sales Turnover |
892.900 |
755.000 |
1120.600 |
|
Other Income |
0.500 |
20.200 |
4.400 |
|
Total Income |
893.400 |
775.200 |
1125.000 |
|
Total Expenditure |
1380.800 |
1227.400 |
1762.300 |
|
Operating Profit |
-487.400 |
-452.200 |
-637.300 |
|
Interest |
81.000 |
109.800 |
135.300 |
|
Gross Profit |
-568.400 |
-562.000 |
-772.600 |
|
Depreciation |
328.400 |
356.500 |
389.500 |
|
Tax |
0.800 |
0.900 |
2.300 |
|
Reported PAT |
-897.600 |
-919.400 |
-1164.400 |
KEY RATIOS
|
PARTICULARS |
31.03.2007 |
31.03.2006 |
31.03.2005 |
|
Debt-Equity Ratio |
2.35 |
0.05 |
0.05 |
|
Long Term Debt-Equity Ratio |
1.01 |
0.03 |
0.04 |
|
Current Ratio |
0.34 |
1.30 |
4.66 |
|
Fixed Assets |
0.56 |
0.76 |
0.55 |
|
Inventory |
237.19 |
133.87 |
0.00 |
|
Debtors |
8.19 |
6.54 |
4.55 |
|
Interest Cover Ratio |
-13.35 |
-44.07 |
-8.10 |
|
Operating Profit Margin(%) |
-92.47 |
-262.78 |
-257.63 |
|
Profit Before Interest And Tax Margin(%) |
-122.60 |
-271.77 |
-265.31 |
|
Cash Profit Margin(%) |
-101.79 |
-269.04 |
-289.97 |
|
Adjusted Net Profit Margin(%) |
-131.92 |
-278.04 |
-297.65 |
|
Return On Capital Employed(%) |
0.00 |
0.00 |
0.00 |
|
Return On Net Worth(%) |
0.00 |
0.00 |
0.00 |
LOCAL AGENCY
FURTHER INFORMATION
Subject is
focusing on nation-wide retailing of telecom, information & learning, media
and entertainment (TIME) products and services, satellite and digital wireless
communication ventures for provision of infrastructures, services and solutions
among other initiatives
Subject imports Mobile Handsets and other communication equipments.
Subject provides DTH services in US, UK, and other European countries
JUSTIFICATION OF
CHANGE OF NAME
That ASC Enterprises Limited [hereinafter referred to as ‘the Company’]
is carrying on business, inter-alia, pertaining to Direct to Home [“DTH”]
Broadcasting Services under the Brand Name “Dish TV” vide DTH License granted
by the Ministry of Information & Broadcasting, Government of India, since
16th September, 2003. Since
the date of launch of its Services and during last three years the said mark
has become distinctive of the company and is identified exclusively with the
DTH business of the company.
The company is marketing its Dish TV Services through its marketing
agent New Era Entertainment Network Limited [hereinafter referred to as
“NEENL”] and in fact has also got the Trade Mark “Dish TV” registered under the
Trade Marks Act, 1999 through NEENL under various classes.
The Board of directors of the company in its meeting held on 25th
day of August, 2006 has decided to file an application before the Registrar of
Companies, NCT of Delhi & Haryana, New Delhi, for availability of the name
“DISH TV INDIA LIMITED” so that after availability of said name further
application for obtaining approval of Central Government under section 21 can
be moved.
The company has obtained No Objection Certificate [NOC] of NEENL for
using its Trade Mark “DISH TV” as prefix to its proposed name “DISH TV INDIA
LIMITED”.
Form
8 Particular for creation or modification of charges
|
Name of the company |
ASC ENTERPRISES LIMITED |
|
Presented By |
ING VYSYA BANK LIMITED & ASC ENTERPRISES LIMITED |
|
1) Date and description of instrument creating the change |
Term Loan agreement dt. 07.05.2004 |
|
2) Amount secured by the charge/amount owing on the securities of
charge |
Rs. 500.000 millions |
|
3) Short particular of the property charged. If the property acquired
is subject to charge, date of the acquired of the property should be given |
i] Residual charge on all movable fixed assets of the company
including furniture, fixtures, computers and other movables both present and
future situated at Fifth floor, Chintamani Plaza, Andheri [East], Mumbai,
Essel House, B – 10, Lawrence Road, Industrial Area, New Delhi – 110035 or
any other places or any place in transit. Ii] Residual charge on all movable
plant and machinery of the company situated at various places present and
future situated at Fifth Floor, Chintamani Plaza, Andheri Kurla Road, Andheri
[East], Mumbai, Essel House, B – 10, Lawrence Road, Industrial Area, New
Delhi – 110035 or any other places or any place in transit |
|
4) Gist of the terms and conditions and extent and operation of the
charge. |
The residual charge on above assets is to secure the Rupee Term Loan
of Rs. 500 millions sanctioned to the company. Interest is chargeable at 6.5% pa payable with monthly rests or
at such other rates as may be fixed by the Bank from time to time. The loan is repayable in 10 equal monthly
installments of Rs. 50 millions each commencing from 31st July,
2004 and ending on 30th April, 2005 |
|
5) Name and Address and description of the person entitled to the
charge. |
ING VYSYA BANK LIMITED Connaught Place Branch, New Delhi |
|
6) Date and brief description
of instrument modifying the charge |
Nil |
|
7) Particulars of modifications specifying the terms and conditions or
the extent of operations of the charge in which modification is made and the
details of the modification. |
Nil |
Form 8 Particular
for creation or modification of charges
|
Corporation identity number or foreign company registrations number
of the company |
U51909DL1988PLC101836 |
|
Name of the company |
ASC ENTERPRISES LIMITED |
|
Address |
Essel House, B – 10, Lawrence Road, Industrial Area, Essel House, New
Delhi – 110035 |
|
This Form is for |
Creation of charge |
|
Type of Charges |
Hypothecation |
|
Particular of the charge holder
|
L65190MH2004GOI148838 INDUSTRIAL DEVELOPMENT BANK OF INDIA LIMITED IDBI Tower WTC Complex, Cuffe Parade, Mumbai – 400005, Maharashtra E-mail : appl.helpdesk@mca.gov.in |
|
Nature or description of the instrument creating charge |
Deed of hypothecation dated 23rd May, 2006 |
|
Date of the instrument creating charge |
23.05.2006 |
|
Amount Secure by the charge |
Rs. 750.000 millions |
|
Brief of the principal terms and conditions and extent and operation
of the charge |
As per Annexure |
|
Description of the property charge whether it is a charge on |
Plant and machinery, furniture and fixtures, stock in trade, book
debts and vehicles |
|
Particulars of the Property charged
|
The whole of moveable properties of the borrower including its
movable plant & machinery, machinery spares, tools, accessories, book
debts, located at FC – 19, Sector – 16A, Noida, Uttar Pradesh |
RESPONSIBILITY
STATEMENT:
In terms of and pursuant to Section 217(2AA) of the Companies Act, 1956, the
Directors, in relation to the Annual Statement of Accounts for financial year
2006-2007, state and confirm that:
a) The Accounts had been prepared on a 'going concern' basis and in such
preparation the applicable accounting standards had been followed with proper
explanation relating to material departures;
b) The Directors had selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the Company at
the end of the financial year, and of the loss of the Company for that year;
and
c) The Directors had taken proper and sufficient care for maintenance of
adequate accounting in accordance with the provisions of the Companies Act,
1956 as amended, for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities.
FINANCIAL
HIGHLIGHTS:
During the year 2006-2007 total revenue of the Company has increased
from Rs. 314.62 Million to Rs. 1943.340 Millions as compared to last year
2005-2006 which is an increase around 517.66%.
BUSINESS OVERVIEW:
Over the last one year, a
lot of effort has gone into putting the fundamentals in place in the areas of
organisation development, hiring of high quality talent and further
strengthening of the Sales, Distribution and Service functions. They have
created an infrastructure which is equipped to handle the pressures of
operating in a high growth and highly competitive service environment. In order
to create a stronger customer facing organisation and improve speed to market,
7 geographic zones have been carved out, each headed by an empowered senior
professional. Service reach has been expanded considerably and their
distribution now extends to almost 4,000 towns. A host of new features like
Near Video on Demand and several new Games have strengthened their portfolio of
offerings. They have also made rapid strides in urban markets, which are now
increasing their contribution to the overall subscriber base. Implementation of
CAS in parts of Delhi, Mumbai and Kolkata also created an opportunity that gave
a fillip to the DTH Industry with a 20% switchover happening from cable to DTH.
Dish TV fully leveraged this opportunity through increased marketing spends on
a series of brand building and promotional initiatives in both Urban and Rural
markets, thereby giving their brand a strong national footprint.
All the above initiatives resulted in strong subscriber growth. They added 1.1
million subscribers, resulting in a year end subscriber base of 2.0 million,
representing a dominant market share of 75%. Throughout the year.
Subject has maintained its
leadership position despite the advent of competition.
DTH is a very well
entrenched technology in the broadcasting industry and is one of the most prevalent
modes of distribution of television channels internationally, though it is
still in its infancy in India. It has various advantages over traditional cable
systems. With the increase in scope of CAS in India and with rapid television
penetration expansion. the DTH industry will continue to increase its market
share in the distribution space. The Directors are confident of this Company
riding on this growth and maintaining its leadership position in the years to
come.
DEMERGER OF BUSINESS UNDERTAKINGS:
Upon receipt of approvals
from the Hon'ble High Courts of Bombay and Delhi, and other Regulatory
Authorities, the process of (a) demerger of the Direct Consumer Services
business undertaking of Zee Entertainment Enterprises Limited (formerly known
as Zee Telefilms Limited - 'ZEEL'), and (b) merger of Siti Cable Network
Limited and New Era Entertainment Network Limited were successfully concluded
during the year. The Scheme was approved by the Hon'ble High Court of
judicature at Delhi on December 18,2006 and Hon'ble High Court of judicature at
Bombay on January 12,2007 and became effective from January 19,2007 on filing
certified copies of High Court Orders with Registrar of Companies at Mumbai and
NCT of Delhi and Haryana. Subsequently the equity shares of the Company, both
those issued to the shareholders of ZEEL and the existing reorganised shares,
were listed at the Stock Exchanges effective April 18,2007.
CHANGE OF NAME:
To reflect the major
business segment of the Company, the Members had approved, at their meeting
held on December 18, 2006, change of name of the Company Consequent to receipt
of all relevant approvals, change in the name of the Company from ASC
Enterprises Limited to Dish TV India Limited had become effective from March
7,2007.
SUBJECT - AN OVERVIEW:
The total number of TV
owning households in India is estimated at 117 million. This represents a 54%
penetration of TV in Indian households. Out of this, Cable and Satellite
households are 68 million. The DTH industry is currently pegged at 2.6 million
subscribers. India is also one of the fastest growing and largest television
markets in the world. Television households are estimated to grow to 165
million in 2011, resulting in an annual compounded growth rate of 6.5% p.a. The
Indian Entertainment & Media Industry is estimated to be Rs. 450 billion
and is on a growth overdrive, with a conservative projected compounded annual
growth rate of 18% over the next 5 years. The DTH Industry revenue is expected
to grow @ 80% compounded per annum over the next 5 years and will be in the
range of Rs.100 billion in 2011.
Due to the continued
buoyancy in the Indian economy and an annual growth rate of over 9%, the
country's Gross Domestic Product is touching US$ One trillion. This, coupled
with increasing penetration of TVs, will give a boost to the demand for better
quality products like DTH. In terms of sheer numbers, DTH subscribers are
expected to touch 27 million in 2011 and 61 million in 2015.
The industry will move
towards adoption of best business practices due to enhanced consumer awareness
about the quality of content, convergence, customisation, configuration,
digitalisation, dynamic pricing, product innovation and contemporary global
viewing experiences. Customers will increasingly demand content from content
providers, that they can engage and relate with and which has relevance to
their social and leisure lifestyle.
Going forward, in the years
to come, key drivers for the DTH industry will be Brand Strategy, Service
Excellence, Content, Distribution reach across all corners of the country,
Digitalisation of the industry, Strong high end television growth. Events like
the Olympics and Commonwealth games. Robust international football and cricket
calendar, improvement in the electricity generation situation and multiple
service providers who between them are likely to spend anything between
Rs.10-15 billion per annum on advertising and sales promotion. All these
things, coupled with enormous consumer education, will result in the market opening
up.
Challenges to DTH providers
will be largely in the form of higher subscriber acquisition costs, high
content costs, long gestation and profit break even periods, stiff competition
among various DTH platforms and from the cable industry, high tax regime,
frequent regulatory changes and non availability of transponder capacity.
SWOT ANALYSIS:
Strengths: Dish TV has the
first mover advantage on account of being the first DTH service provider in
India. Being a part of the Essel Group, there is strong promoter backing and
committed investment. Dish TV is also India's only truly national DTH brand,
with presence in over 4,000 towns and with an equally strong representation in
both Urban and Rural markets. Sales and Distribution infrastructure is one of
the Company's key strengths. The Company has an extremely cost conscious
culture that has resulted in multiple cost management initiatives making it one
of the lowest cost service providers. Strong technology partnerships with
organisations like Conax (Norway) and Open TV (USA) have helped/continue to
help in providing cutting edge features and in maintaining technological
leadership. Advance planning has resulted in adequate transponder capacity to
meet the new channel launch requirements of the Company. This is an area where
all other operators are likely to feel challenged over the next two
years.
OPPORTUNITIES:
GDP growth of almost 9% over the last four years has resulted in India's huge
middle class flexing its muscles and an explosion in consumerism. With net
disposable incomes on the rise, Indians are spending like never before on
acquiring the latest products and products that are aspirational in nature.
DTH, with its superior quality and wide ranging maneuverability and flexibility
- Active services. Interactive services, multipoint channel viewing, gaming.
Electronic Program Guide etc. - is increasingly being adopted by those who want
great quality TV viewing experience. So far the Company has concentrated on
household customers but a wide scope exists in areas relating to Multi Dwelling
Units, Institutions, Guest Houses, Restaurants, Hotels and other Commercial
establishments. Further the emergence of large retail format stores across the
country is creating a totally new opportunity. These will become more important
as the retail industry in India goes through a consolidation phase, from its
current highly fragmented disposition. As the Industry matures, value added
services will give a boost to ARPU.
WEAKNESSES:
The DTH Industry in India is an intrinsically low ARPU market, with one of the
lowest rates in the world. This poses a challenge to the profitability of
operators. This will continue till exclusive content becomes a reality, till
people are willing to pay for more content and till value added services catch
on with consumers. In all these areas, the Company has clearly defined
strategies to increase ARPU.
THREATS:
India will have between 4 to 5 operators in the DTH space. While this will help
in expanding the market, as happened in mobile telephony it will also result in
higher subscriber acquisition costs by way of increase in promotional spends
and higher subsidy on set top boxes. IP TV is also likely to come in, but is
unlikely to be a major threat. With increasing competition management of churn
and quality of subscriber acquisitions will also be a challenge.
BUSINESS STRATEGY:
In the face of the
opportunity that lies ahead, as well as the challenges with respect to the
competitive environment, it would be paramount to sustain high paced growth and
long-term viability of the business model. On a broader scale, the Media and
Television industry is also going through a dynamic phase, therefore
flexibility, adaptability and growth remain key concerns of the management.
Going forward, they would build their business strengths, on the following
strategies:
(I) Brand Building: Dish TV
is already considered a pioneer and leader in the DTH segment. Efforts will be
on, to make the brand a force to reckon with, that carves a niche for itself in
the consumers' mind-space and life.
Further, it will be the
task of marketing to educate consumers, about the relevance of this technology
to their entertainment needs, which will drive faster adoption. Value added
services, will become more aspirational and find higher usage, as the product
penetration expands. These services will drive not just brand stature but add
to the revenue prospects as well.
(II) Subscriber and Revenue
Growth: The Company has created a Zonal structure comprising of seven zones to
create a wide spread distribution muscle across the length and breadth of the
country. Apart from traditional retail outlets in the durable and telecom
categories, the product will also find presence in multi brand national and
regional modern trade chain stores. These stores that attract large volume
traffic will add to their sales numbers in the present year, apart from giving
them a commanding brand presence in the market. Moreover, large Corporates are
being approached for bulk sales for their employees, vendor gifts, trade
schemes and the like.
Whilst acquiring new
subscribers would remain one of the primary drivers for growth, retention of
existing customers would also be a key focus area.
Distinct emphasis is being
laid to build capability in the team to develop subscriber relationship
management and CRIVI calendars that will help in reducing churn and boosting
revenues through timely collection and upgrade offers.
(III) Service Capability:
Recognising that service would be a key differentiator for this business, a
commendable service team has been set up, over the last year, to take care of
both the front end service management in the field and a back end support from
the enhanced call centre capabilities. 93 Dish Care Centres (DCC) and service
franchisees have been set up across major cities to provide on-site customer
service, in the likelihood of such a service requirement. A large team of
experienced professionals have been hired across regions, to build a service
infrastructure that is commensurate with the growth in subscriber base and to
steer the service function ongoingly. Call centre infrastructure has also been
upgraded to cater to the demands of their growing base. Emphasis is placed on
ease of access, instant customer responsiveness, quality of call centre
interactions and fast resolution time. The objective being to build customer
loyalty and an overall feeling pride of possession among the Dish TV
subscribers.
(IV) Corporate Governance
and Value Creation: They strongly believe that group corporate governance and
management best practices are critical for long-term sustainable growth and for
building resilience to competition. It will drive and ensure accountability,
transparency, professionalism and risk containment. The recent restructure
exercise will create more value and build a focused business approach that will
go a long way in creating value for the stakeholders.
DCS business was merged
with Dish TV and in lieu of such Merger, Dish TV issued 5.75 shares of Re. 1/-
each for every 10 shares held by ZEEL shareholders.
Reorganisation of Share
Capital: (Rs. in Millions)
Equity Share Capital before
715.600reorganisation
997.200 Millions shares of
Re.1/- each fully paid up equitywas issued in the ratio of 23 shares for every 10
sharesof ZEEL.
Reduction of 997.200
Millions shares by cancelling of 3shares for every 4 shares held and issue of
249.300 Millions shares to ZEEL shareholders.
Therefore final equity of
Dish TV India Ltd. is as under:
1. Shares issued to ZEEL
shareholders 249.320 Millions. Reduction of existing equity of 71.56(In the
ratio of 3 equity shares for every 4 17.89equity shares) Total share capital
428.200 Millions.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company believes in
formulating adequate and effective internal control systems and implementing
the same to ensure that the assets and interests of the Company are safeguarded
and reliability of accounting data and its accuracy are ensured with proper
checks and balances.
The Company has a strong
internal audit programme, which examines and evaluates the adequacy and
effectiveness of Internal control systems. The internal audit ensures that the
systems designed and implemented, provide adequate internal control,
commensurate with the size and operations of the Company. Management
Information System (MIS) forms an integral part of the Company's control
mechanism, where all operating parameters are monitored and controlled. An
effective budgetary control on all capital expenditure ensures that the actual
spends are in line with the capital budget.
The Audit Committee of the
Board, Statutory Auditors and the Top Management are regularly apprised of
internal audit findings. The Audit Committee of the Company consisting of
Non-Executive Independent Directors, periodically reviews and recommends the
financial statements of the Company.
AS PER WEBSITE
ASC Enterprises Limited (ASCEL), is the emergent truth in technology
envisioned by Mr. Subhash Chandra, the name behind Essel Group of Companies.
Mr. Chandra has a vast range of national and global business interests,
encompassing media programming, broadcasting & distribution, packaging,
entertainment, telecom and trading, with particularly close synergies. With
ventures active in the areas of content, distribution/reach and
infrastructure/logistics such as Zee Telefilms, Siticable, Zee Interactive
Learning Systems, E-city, Esselworld among others.
ASCEL is a multi venture corporate heralding the "convergence"
era in our country, focusing on nationwide retailing of TIME (Telecom,
Information & Learning, Media, Entertainment) products & services,
satellite and digital wireless communication ventures for provision of
infrastructure, services and solutions among other initiatives.
Current projects initiated by ASCEL include Agrani Convergence Limited
(ACL), Agrani Wireless Services Limited (AWSL) and Agrani Satellite Services
Limited (ASSL). ACL is a retail network in multiple formats (brick &
mortar, virtual shop, catalog) primarily engaged in the business of retailing
TIME-related products and services.
ASCEL through AWSL has recently acquired four companies in the field of Public
Mobile Radio Trunking Services (PMRTS), currently operating under the brand of
"Smartmobile" and "Procall" in 18 major Indian cities. AWSL
is soon going to deploy state-of-the art integrated digital wireless
communication systems to provide radio trunking services in several metro and
mini metro cities. ASSL is a business venture established to harness identified
market opportunities for satellite capacities (C & Ku band) and cater to
growing demand for telecom, broadcasting and Internet-related services.
ASC Enterprises Limited also manages the investment of Mr. Subhash Chandra in
New ICO / ITGL
Establishment of an Indian registered FSS (C and Ku-band) satellite
system in the private sector through Agrani Satellite
Services Limited
acquired three PMRTS companies with 18 operating licenses through Agrani
Wireless Services Limited Moving ahead to establish Digital Networks in atleast
two cities [Mumbai & Delhi] to start with Establishment of a
nationwide chain of stores for retailing convergent ‘TIME’ products and
services through Agrani Convergence Limited
Participation in New ICO / ITGL - a global satellite
communication project
Corporate
Structure
Maximizes the enterprise value of ASCEL
Provides for freedom and flexibilities to expand and grow over time;
does not get constrained by divergences in strategic interests of other
investing partners that often occur over time. In short, unconstrained ability
to take new business initiatives as opportunities arise
Flexibility for strategic partners to also take stakes in specific
individual “focused” operating entities consistent with their strategic interests
Flexibility for each focused operating entity to raise necessary funds
(debt as well as equity) from market
CMT REPORT
(Corruption, Money Laundering & Terrorism]
The Public Notice information has been collected from various sources
including but not limited to: The Courts, India Prisons Service,
Interpol, etc.
1] INFORMATION ON
DESIGNATED PARTY
No records exist designating subject or any of its beneficial owners,
controlling shareholders or senior officers as terrorist or terrorist
organization or whom notice had been received that all financial transactions
involving their assets have been blocked or convicted, found guilty or against
whom a judgement or order had been entered in a proceedings for violating
money-laundering, anti-corruption or bribery or international economic or
anti-terrorism sanction laws or whose assets were seized, blocked, frozen or
ordered forfeited for violation of money laundering or international
anti-terrorism laws.
2] Court Declaration :
No records exist to suggest that subject is
or was the subject of any formal or informal allegations, prosecutions or other
official proceeding for making any prohibited payments or other improper
payments to government officials for engaging in prohibited transactions or
with designated parties.
3] Asset Declaration :
No records exist to suggest that the property or assets of the subject
are derived from criminal conduct or a prohibited transaction.
4] Record on Financial
Crime :
Charges or conviction
registered against subject: None
5] Records on Violation of
Anti-Corruption Laws :
Charges or
investigation registered against subject: None
6] Records on Int’l
Anti-Money Laundering Laws/Standards :
Charges or
investigation registered against subject: None
7] Criminal Records
No
available information exist that suggest that subject or any of its principals
have been formally charged or convicted by a competent governmental authority
for any financial crime or under any formal investigation by a competent
government authority for any violation of anti-corruption laws or international
anti-money laundering laws or standard.
8] Affiliation with
Government :
No record
exists to suggest that any director or indirect owners, controlling
shareholders, director, officer or employee of the company is a government
official or a family member or close business associate of a Government
official.
9] Compensation Package :
Our market
survey revealed that the amount of compensation sought by the subject is fair
and reasonable and comparable to compensation paid to others for similar
services.
10] Press Report :
No press reports / filings exists on
the subject.
CORPORATE
GOVERNANCE
MIRA INFORM as part of its Due Diligence do provide comments on
Corporate Governance to identify management and governance. These factors often
have been predictive and in some cases have created vulnerabilities to credit
deterioration.
Our Governance Assessment focuses principally on the interactions
between a company’s management, its Board of Directors, Shareholders and other
financial stakeholders.
CONTRAVENTION
Subject is not known to have contravened any existing local laws,
regulations or policies that prohibit, restrict or otherwise affect the terms
and conditions that could be included in the agreement with the subject.
FOREIGN EXCHANGE
RATES
|
Currency |
Unit
|
Indian Rupees |
|
US Dollar |
1 |
Rs.40.53 |
|
UK Pound |
1 |
Rs.81.54 |
|
Euro |
1 |
Rs.62.40 |
SCORE & RATING
EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
6 |
|
PAID-UP CAPITAL |
1~10 |
4 |
|
OPERATING SCALE |
1~10 |
3 |
|
FINANCIAL CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
3 |
|
--PROFITABILIRY |
1~10 |
3 |
|
--LIQUIDITY |
1~10 |
3 |
|
--LEVERAGE |
1~10 |
3 |
|
--RESERVES |
1~10 |
3 |
|
--CREDIT LINES |
1~10 |
5 |
|
--MARGINS |
-5~5 |
-- |
|
DEMERIT POINTS |
|
|
|
--BANK CHARGES |
YES/NO |
YES |
|
--LITIGATION |
YES/NO |
NO |
|
--OTHER ADVERSE INFORMATION |
YES/NO |
NO |
|
MERIT POINTS |
|
|
|
--SOLE DISTRIBUTORSHIP |
YES/NO |
NO |
|
--EXPORT ACTIVITIES |
YES/NO |
NO |
|
--AFFILIATION |
YES/NO |
YES |
|
--LISTED |
YES/NO |
NO |
|
--OTHER MERIT FACTORS |
YES/NO |
YES |
|
TOTAL |
|
33 |
This score serves as a reference to assess SC’s credit risk
and to set the amount of credit to be extended. It is calculated from a
composite of weighted scores obtained from each of the major sections of this
report. The assessed factors and their relative weights (as indicated through
%) are as follows:
Financial
condition (40%) Ownership
background (20%) Payment
record (10%)
Credit history
(10%) Market trend
(10%) Operational
size (10%)
RATING
EXPLANATIONS
|
RATING |
STATUS |
PROPOSED CREDIT LINE |
|
|
>86 |
Aaa |
Possesses an extremely sound financial base with the strongest
capability for timely payment of interest and principal sums |
Unlimited |
|
71-85 |
Aa |
Possesses adequate working capital. No caution needed for credit
transaction. It has above average (strong) capability for payment of interest
and principal sums |
Large |
|
56-70 |
A |
Financial & operational base are regarded healthy. General
unfavourable factors will not cause fatal effect. Satisfactory capability for
payment of interest and principal sums |
Fairly Large |
|
41-55 |
Ba |
Overall operation is considered normal. Capable to meet normal
commitments. |
Satisfactory |
|
26-40 |
B |
Unfavourable & favourable factors carry similar weight in credit
consideration. Capability to overcome financial difficulties seems
comparatively below average/normal. |
Small |
|
11-25 |
Ca |
Adverse factors are apparent. Repayment of interest and principal sums
in default or expected to be in default upon maturity |
Limited with
full security |
|
<10 |
C |
Absolute credit risk exists. Caution needed to be exercised |
Credit not
recommended |
|
NR |
In view of the lack of information, we have no basis upon which to
recommend credit dealings |
No Rating |
|