1. Summary Information

 

 

Country

India

Company Name

DISH TV INDIA LIMITED

Principal Name 1

Mr. Subhash Chandra

Status

Moderate

Principal Name 2

Mr. Jawahar Lal Goel

 

 

Registration #

55-101836

Street Address

Essel House, B – 10, Lawrence Road, Industrial Area, New Delhi – 110 035

Established Date

10.08.1988

SIC Code

--

Telephone#

91-11-66088432

Business Style 1

The Company is engaged in the business of Direct to Home (‘DTH’) and Teleport services.

Fax #

91-11-27184863

Business Style 2

-

Homepage

http://www.dishtv.in

Product Name 1

-

# of employees

1500 [Approximately]

Product Name 2

-

Paid up capital

Rs.1,062,976,000/-

Product Name 3

-

Shareholders

Promoter And Promoter Group-72.75%

Public Shareholding-27.25%

Banking

ICICI Bank Limited

Public Limited Corp.

Yes

Business Period

23 Years

IPO

Yes

International Ins.

--

Public Enterprise

Yes

Rating

B (34)

Related Company

Relation

Country

Company Name

CEO

Group Company

--

Churu Trading Company Private Limited

--

Note

--

 

2. Summary Financial Statement

Balance Sheet as of

31.03.2011

(Unit: Indian Rs.)

Assets

Liabilities

Current Assets

6,604,714,000

Current Liabilities

12,471,158,000

Inventories

44,402,000

Long-term Liabilities

10,762,716,000

Fixed Assets

13,637,174,000

Other Liabilities

3,006,803,000

Deferred Assets

0,000

Total Liabilities

26,240,677,000

Invest& other Assets

6,581,808,000

Retained Earnings

     15,314,034,000

 

 

Net Worth

627,421,000

Total Assets

26,868,098,000

Total Liab. & Equity

26,868,098,000

 Total Assets

(Previous Year)

 28,740,755,000

 

 

P/L Statement as of

31.03.2011

(Unit: Indian Rs.)

Sales

14,365,518,000

Net Profit

[1,896,905,000]

Sales(Previous yr)

10,847,944,000

Net Profit(Prev.yr)

[2,621,325,000]

 

MIRA INFORM REPORT

 

 

Report Date :

11.11.2011

 

IDENTIFICATION DETAILS

 

Name :

DISH TV INDIA LIMITED (w.e.f. 07.03.2007)

 

 

Formerly Known As :

ASC ENTERPRISES LIMITED

 

 

Registered Office :

Essel House, B – 10, Lawrence Road, Industrial Area, New Delhi – 110035

 

 

Country :

India

 

 

Financials (as on) :

31.03.2011

 

 

Date of Incorporation :

10.08.1988

 

 

Com. Reg. No.:

55-101836

 

 

Capital Investment / Paid-up Capital :

Rs.1062.976 Millions

 

 

CIN No.:

[Company Identification No.]

L51909DL1988PLC101836

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMA18375A

 

 

Legal Form :

A Public Limited Liability Company. The company’s Shares are Listed on the Stock Exchanges.

 

 

Line of Business :

The Company is engaged in the business of Direct to Home (‘DTH’) and Teleport services.

 

 

No. of Employees :

1500 [Approximately]

 

 

RATING & COMMENTS

 

MIRA’s Rating :

B (34)

 

RATING

STATUS

 

PROPOSED CREDIT LINE

26-40

B

Capability to overcome financial difficulties seems comparatively below average.

Small

 

Maximum Credit Limit :

USD 2500000

 

 

Status :

Moderate

 

 

Payment Behaviour :

Slow but correct

 

 

Litigation :

Clear

 

 

Comments :

Subject is a part of Zee-Tele Films Group of Mr. Subhash Chandra, It is an established company having moderate track. There appears a huge accumulated losses recorded by the company. However, trade relations are reported as fair. Business is active. Payments are reported to be slow but correct.

 

In view of well experienced and resourceful directors, the company can be considered normal for business dealings at usual trade terms and conditions. 

 

 

NOTES : Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

 

 

ECGC Country Risk Classification List – September 30, 2011

                                     

Country Name                       

Previous Rating

(30.06.2011)

Current Rating

(30.09.2011)

 

 

 

 

Risk Category

ECGC Classification

Insignificant

 

A1

Low

 

A2

Moderate

 

B1

High

 

B2

Very High

 

C1

Restricted

 

C2

Off-credit

 

D

 

 

LOCATIONS

 

Registered Office :

Essel House, B – 10, Lawrence Road, Industrial Area, New Delhi – 110 035, India

Tel. No.:

91-11-66088432/ 30/ 27101145/ 54

Fax No.:

91-11-27184863/ 27147627/ 27106128

E-Mail :

contactscel@agrani.esselgroup.com

cs@dishtv.in

investor@dishtv.in

Website :

http://www.agrani.com

http://www.dishtv.in

 

 

Corporate Office :

FC 19 Sector 16A, Film City, Noida – 201 301, Uttar Pradesh, India

Tel No.:

91-120-2599391-95/ 2511064/ 2599555

Fax No.:

91-120-4357078

Website :

www.dishtv.in

 

 

Branch Office :

207, Paradigm ‘B’ Mindspace, Malad Link Road, Malad (West), Mumbai – 400 064, Maharashtra, India

Tel. No. :

91-22-65040280 / 81 /82

Fax No. :

91-22-65040285

 

 

DIRECTORS

 

As on 31.03.2011

 

Name :

Mr. Subhash Chandra

Designation :

Chairman

 

 

Name :

Mr. Jawahar Lal Goel

Designation :

Managing Director

 

 

Name :

Mr. Bhagwan Das Narang

Designation :

Independent Director

 

 

Name :

Mr. Arun Duggal

Designation :

Independent Director

 

 

Name :

Dr. Pritam Singh

Designation :

Independent Director

 

 

Name :

Mr. Ashok Kurian

Designation :

Non-Executive Director

 

 

Name :

Mr. Eric Zinterhoter

Designation :

Independent Director

 

 

Name :

Lakshmi Chand

Designation :

Independent Director

 

 

Name :

Mr. Mintoo Bhandari

Designation :

Non Executive Nominee Director

 

 

Name :

Mr. Sanjay H. Patel

Designation :

Alternate Director to Mintoo Bhandari

 

 

KEY EXECUTIVES

 

Name :

Mr. Ranjit Singh

Designation :

Compliance Officer, Company Secretary

 

 

Name :

Mr. R. C. Venkateish

Designation :

Chief Executive Officer

 

 

Name :

Mr. Rajeev Kumar Dalmia

Designation :

Chief Financial Officer

 

 

Name :

Mr. Salil Kapoor

Designation :

Chief Operating Officer

 

 

Name :

Ms. Ashima Sehgal

Designation :

Senior Executive-Finance and Accounts

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

As on 30.09.2011

 

Category of Shareholder

No. of Shares

Percentage of Holding

(A) Shareholding of Promoter and Promoter Group

 

 

(1) Indian

 

 

Bodies Corporate

649490204

68.56

Any Others (Specify)

3600650

0.38

Directors/Promoters & their Relatives & Friends

3600650

0.38

Sub Total

653090854

68.94

(2) Foreign

 

 

Individuals (Non-Residents Individuals / Foreign Individuals)

500000

0.05

Bodies Corporate

35632125

3.76

Sub Total

36132125

3.81

Total shareholding of Promoter and Promoter Group (A)

689222979

72.75

(B) Public Shareholding

 

 

(1) Institutions

 

 

Mutual Funds / UTI

41991152

4.43

Financial Institutions / Banks

36989

-

Insurance Companies

8652105

0.91

Foreign Institutional Investors

135819198

14.34

Sub Total

186499444

19.69

(2) Non-Institutions

 

 

Bodies Corporate

29336852

3.10

Individuals

 

 

Individual shareholders holding nominal share capital up to Rs.0.100 million

33783393

3.57

Individual shareholders holding nominal share capital in excess of Rs.0.100 million

6744844

0.71

Any Others (Specify)

1774083

0.19

Non Resident Indians

1736537

0.18

Overseas Corporate Bodies

8711

-

Foreign Nationals

1075

-

Trusts

27760

-

Sub Total

71639172

7.56

Total Public shareholding (B)

258138616

27.25

Total (A)+(B)

947361595

100.00

(C) Shares held by Custodians and against which Depository Receipts have been issued

-

-

(1) Promoter and Promoter Group

-

-

(2) Public

117035000

-

Sub Total

117035000

-

Total (A)+(B)+(C)

1064396595

-

 

 

BUSINESS DETAILS

 

Line of Business :

The Company is engaged in the business of Direct to Home (‘DTH’) and Teleport services.

 

 

Brand Names :

AGRANI and DISH TV

  

 

GENERAL INFORMATION

 

No. of Employees :

1500 [Approximately]

 

 

Bankers :

  • ING Vysya Bank Limited, Connaught Place Branch, New Delhi, India
  • ICICI Bank Limited
  • IDBI Bank Limited
  • Standard Chartered Bank
  • Axis Bank
  • Union Bank of India
  • Bank of India
  • State Bank of India
  • Yes Bank
  • Central Bank of India
  • Dena Bank

 

 

Facilities :

Secured Loans

31.03.2011

Rs. In Millions

31.03.2010

Rs. In Millions

Loans and advances from banks:

 

 

- Term loans

- Buyer’s credits

- Vehicle loans

- Interest accrued and due

5315.700

5445.432

0.701

0.000

6590.700

2481.930

1.639

66.016

Loans and advances from others:

- Vehicle loans

0.883

1.933

Total

10762.716

9142.218

 

Notes:

(a) Term Loan from banks Rs.2590.700 millions (Rs.2590.700 millions) is under syndicate debt facility and secured by all movable assets, uncalled capital, intellectual property, goodwill and all investments, all rights, title, interests of all insurance contracts (both present and future), all contracts, government approvals and licenses relating to direct to home services, all amounts in the accounts or other receivables liable to be credited to the accounts in the course of the business, all amounts and receivables from whomsoever person, both present and future in relation to direct to home service business, floating charge on other assets. Further the Company is required to maintain minimum reserve amount with the banks which is guaranteed by a related party. Due within a year Rs.485.756 millions (previous year - Nil).

 

(b) Term loan from a bank Rs.625.000 millions (previous year Rs.1000.000) is secured by subservient hypothecation charge on whole of current assets, movable and immovable fixed assets of the Company (present and future) and unconditional and irrevocable corporate guarantee by a related party. Due within a year Rs.500.000 millions (previous year Rs.375.000).

 

(c) Term loan of Rs.2100.000 millions (previous year Rs.3000.000) is secured by second pari passu charge on entire fixed assets of the Company and is guaranteed by two directors and also collaterally secured by immovable property and corporate guarantee provided by related parties. Due within a year Rs.2100.000 millions (previous year Rs.900.000).

 

Buyer’s credits

 

(d) Buyer’s credit of Rs. 762.894 millions (previous year - Nil) is secured by pari passu first charge on the movable and immovable fixed assets and current assets of the Company. Due within a year ` Nil (previous year ` Nil).

 

(e) Buyer’s credit of Rs.1699.406 millions (previous year - Nil) is secured by pari passu charge on all present and future tangible movable and immovable current assets of the Company including proceeds account; exclusive charge on reserve account; assignment of rights, titles and interest of the Company in all the contracts, authorisations, approvals, and licenses (to the extent the same are capable of being assigned); and assignment of all insurance policies. Due within a year Rs.Nil  (previous year Rs. Nil).

 

(f) Buyer’s credit of Rs.1068.925 millions (previous year - Nil) is secured by pari passu charge on all present and future movable and immovable assets, including but not limited to inventory of set-top-box and accessories etc., book debts, operating cash flows, receivables, commissions, revenue and on all intangibles assets including but not limited to goodwill and uncalled capital of the Company. Due within a year Rs. Nil (previous year - Nil).

 

(g) Buyer’s credit of Rs. 757.849 millions (previous year Rs.1312.883 millions) is secured by exclusive charge by way of hypothecation on consumer premises equipment imported under buyer’s credit facility including spares, tools, accessories, software, whether installed or not, be in or about the hypothecator’s factories, premises and godowns. Due within a year Rs.757.849 millions (previous year Rs.546.717 millions ).

 

(h) Buyer’s credit of Rs.1156.356 millions (previous year Rs.1169.046 millions) is secured by first pari passu charge on entire stocks of raw materials, semi-finished and finished goods, consumable stores, capital goods and spares and such other movables including book debts, bills whether documentary or clean outstanding monies, receivables both present and future. Due within a year Rs. 594.961 millions (previous year - Nil).

 

Vehicle loan

(i) Vehicle loans are secured against hypothecation of vehicles. Due within a year Rs. 803 millions (previous year Rs. 1.456 millions).

  

 

Banking Relations :

--

 

 

Auditors :

 

Name :

B.S.R. and Company

Chartered Accountants

Address :

Noida, Uttar Pradesh, India

 

 

Subsidiary Companies :

  • Integrated Subscriber Management Services Limited (ISMSL)
  • Agrani Convergence Limited #
  • Agrani Satellite Services Limited # (#Disposed to ISMSL in pursuant to the Scheme approved by the Hon’ble High Court of Delhi, vide its Order dated 3 March 2011 effective 31 March 2010)

 

 

Enterprises over which key

Management personnel/their relatives have significant influence :

  • Afro Asian Satellite Communication (Gibraltar) Limited
  • Afro Asian Satellite Communication (U.K.) Limited
  • Agrani Satellite Communication (Gibraltar) Limited
  • ASC Telecommunication Limited
  • Asia Today Limited
  • Asia TV USA Limited
  • Brio Academic Infrastructure and Resources Management Private Limited
  • Churu Trading Company Private Limited
  • Dakshin Media Gamming Solutions Private Limited
  • Diligent Media Corporation Limited
  • E-City Entertainment (India) Private Limited
  • E-City Property Management and Services Private Limited
  • Essel Agro Private Limited
  • Essel Corporate Services Private Limited
  • Essel Infraprojects Limited
  • Essel Shyam Technology Limited
  • Essel International Limited
  • Essel Sports Private Limited
  • ETC Networks Limited
  • Indian Cable Net Company Limited
  • Intrex Tradex Private Limited
  • ITZ Cash Card Limited
  • Mumbai Football Club Private Limited
  • Pan India Network Infravest Private Limited
  • Prajatma Trading Company Private Limited
  • Procall Private Limited
  • Rama Associates Limited
  • Wire and Wireless (India) Limited
  • Taj Television India Private Limited
  • Taj TV Limited
  • Zee Akash News Private Limited
  • Zee Entertainment Enterprises Limited
  • Zee News Limited
  • Zee Turner Limited

 


 

CAPITAL STRUCTURE

 

As on 31.03.2011

 

Authorised Capital :

No. of Shares

Type

Value

Amount

1,350,000,000

Equity Shares

Re.1/- each

Rs.1350.000 Millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

1,063,976,535

Equity Shares

 

Re.1/- each

Rs.1063.976 Millions

 

Less: Calls in Arrear - by others

 

Rs.      1.000 millions

 

Total

 

Rs.1062.976 millions

 

Notes:

 

* Of 1,063,976,535 (previous year 1,063,419,475) equity shares includes:

 

a) 249,300,890 (previous year 249,300,890) equity shares of Re.1/- each fully paid up were allotted for consideration other than cash pursuant to the Scheme of Arrangement made effective from 1 April 2006.

 

b) 569,140 (previous year 12,080) equity shares issued to the employees under Employee Stock Option Plan i.e. ESOP 2007.

 

c) 117,035,000 (previous year 117,035,000) equity shares of Re.1/- each fully paid-up, for underlying 117,035 nos. (previous year 117,035 nos.) Global Depository Receipts (GDR). Each GDR represents 1,000 Equity Shares of Rs.1/- each.


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2011

31.03.2010

31.03.2009

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

1062.976

1062.070

687.298

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

15314.034

15282.338

2792.321

4] (Accumulated Losses)

[15749.589]

[12341.659]

[9720.334]

NETWORTH

627.421

4002.749

[6240.715]

LOAN FUNDS

 

 

 

1] Secured Loans

10762.716

9142.218

2696.205

2] Unsecured Loans

0.000

0.000

8615.161

TOTAL BORROWING

10762.716

9142.218

11311.366

DEFERRED TAX LIABILITIES

0.000

0.000

0.000

 

 

 

 

TOTAL

11390.137

13144.967

5070.651

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

13637.174

10150.535

8806.430

Capital work-in-progress

4580.308

2250.348

2380.910

 

 

 

 

INVESTMENT

2001.500

4505.566

944.511

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

44.402
27.799
30.933

 

Sundry Debtors

215.377
338.473
506.572

 

Cash & Bank Balances

3201.862
5422.248
540.370

 

Other Current Assets

19.025
6.757
0.000

 

Loans & Advances

3168.450
6039.029
7743.892

Total Current Assets

6649.116
11834.306
8821.767

Less : CURRENT LIABILITIES & PROVISIONS

 
 
 

 

Sundry Creditors

5455.533
4051.256
7296.766

 

Other Current Liabilities

7015.625
9835.796
8546.664

 

Provisions

3006.803
1708.736
39.537

Total Current Liabilities

15477.961
15595.788
 15882.967

Net Current Assets

[8828.845]
[3761.482]
[7061.200]

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

11390.137

13144.967

5070.651

 


PROFIT & LOSS ACCOUNT 

 

 

PARTICULARS

31.03.2011

31.03.2010

31.03.2009

 

SALES

 

 

 

 

 

Sales and Services

14365.518

10847.944

7376.945

 

 

Other Income

880.295

686.071

12.721

 

 

TOTAL                                     (A)

15245.813

11534.015

7389.666

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Cost of Traded Goods

22.650

23.083

143.021

 

 

Operating Expenses

7858.097

7007.061

5263.397

 

 

Personnel Cost

566.423

398.540

393.832

 

 

Administration and Other Expenses

683.069

454.317

417.849

 

 

Selling and Distribution Expenses

2847.076

2018.273

2509.177

 

 

TOTAL                                     (B)

11977.315

9901.274

8727.276

 

 

 

 

 

 

PROFIT/[LOSS] BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B)      (C)

3268.498

1632.741

[1337.610]

 

 

 

 

 

Less

FINANCIAL EXPENSES                         (D)

1511.374

1216.378

1263.818

 

 

 

 

 

 

PROFIT/[LOSS] BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D)                               (E)

1757.124

416.363

[2601.428]

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

3654.029

3037.947

2154.076

 

 

 

 

 

 

PROFIT / [LOSS] BEFORE TAX (E-F)                 (G)

[1896.905]

[2621.584]

[4755.502]

 

 

 

 

 

Less

TAX                                                                  (H)

0.000

0.259

7.271

 

 

 

 

 

 

PROFIT / [LOSS] AFTER TAX (G-H)                  (I)

[1896.905]

[2621.325]

[4762.773]

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

Teleport services

0.000

86.480

52.080

 

Interest income

42.246

0.091

0.000

 

Carriage income

22.334

27.032

0.000

 

TOTAL EARNINGS

64.580

113.603

52.080

 

 

 

 

 

 

IMPORTS

 

 

 

 

Components and spare parts

27.947

8.462

0.000

 

Capital equipments

7550.458

2503.669

3830.662

 

Others

4.536

0.000

7.694

 

TOTAL IMPORTS

7582.941

2512.131

3838.356

 

 

 

 

 

 

Earnings Per Share (Rs.)

[1.79]

[3.19]

[10.02]

 

 


QUARTERLY RESULTS

 

PARTICULARS

 

 

30.06.2011

30.09.2011

Type

 

1st Quarter

2nd Quarter

Net Sales

 

4603.800

4822.700

Total Expenditure

 

3482.300

3604.300

PBIDT (Excl OI)

 

1121.500

1218.400

Other Income

 

136.700

92.000

Operating Profit

 

1258.200

1310.400

Interest

 

334.000

634.000

Exceptional Items

 

0.000

0.000

PBDT

 

924.200

676.400

Depreciation

 

1107.400

1162.000

Profit Before Tax

 

[183.200]

[485.600]

Tax

 

0.000

0.000

Provisions and contingencies

 

0.000

0.000

Profit After Tax

 

[183.200]

[485.600]

Extraordinary Items

 

0.000

0.000

Prior Period Expenses

 

0.000

0.000

Other Adjustments

 

0.000

0.000

Net Profit

 

[183.200]

[485.600]

 

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2011

31.03.2010

31.03.2009

PAT / Total Income

(%)

[12.44]

[22.73]

[64.45]

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

[13.20]

[24.17]

[64.46]

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

[9.35]

[11.92]

[26.98]

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

[3.02]

[0.65]

[0.76]

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

41.82

6.18

[4.36]

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

0.43

0.76

0.55

 

 


 

LOCAL AGENCY FURTHER INFORMATION

 

HISTORY:

 

Subject is an Essel Group venture. Essel Group has a vast range of national and global business interests that include media programming, broadcasting and distribution, speciality packaging and entertainment. The Company was incorporated during August of the year 1988 as Navpad Texturisers Private Limited. The businesses have close synergies in the areas of content, distribution and infrastructure. Company is India's first direct to home entertainment service that has digitalized Indian entertainment to bring to home the best in television viewing through the latest in digital technology. Company takes television viewing to the next level as it supports various futuristic features like Electronic Programme Guide, Parental Lock, Capacity up to 400 channels, Games, Interactive TV, Movie on Demand etc also brings an exclusive National and International channels for the first time in India.  

 
During December of the year 1995, the company had changed its name as ASC Enterprises Limited. In April of the year 2006, the company's Hollywood blockbusters launched the on Movie on Demand. During June of the same year, News Active was launched and the One Alliance bouquet had joined in. In July, the Gaming channel Playjam was commenced. End of the year 2006, Dish Care Centres set-up dishtv has 93 DCC/ Service franchisees across 51 cities. In 2007, the name has been changed into subject. During the year 20060-07, the company had launched a host of new age features like Near Video on Demand (nVOD), Sports Active, Mosaic for all genres and games for children. During April of the 2007, company crossed the 2 million subscribers marks and in the same period the Service infrastructure expands to 950-customer service executive at 9 different locations. Dish TV recognised as one of the top 25 start up brands in the country, by Planman Media in May of the year 2007.

 

BACKGROUND

 

Subject was incorporated on 10 August 1988. The Company is engaged in the business of Direct to Home (‘DTH’) and Teleport services. The DTH services are rendered to the customer through Consumer Premise Equipment (CPE), used for receiving and broadcasting DTH signals to the subscriber.

 

Contingent Liabilities

 

Contingent liabilities not provided for

 

(Rupees in millions)

 

Particulars

31.03.2011

31.03.2010

Claim against the Company not acknowledged as debt

Income-tax Act, 1961*

Sales Tax and Value Added Tax demands

Indian Customs Act, 1962

Entertainment Tax demands #

Legal cases against the Company

48.301

405.614

109.855

149.406

118.224

Uncertained

43.578

-

89.864

-

101.520

Uncertained

 

* During the year, the Company received a demand notice for income tax and interest thereon aggregating Rs. 405.614 millions in relation to an earlier year. The matter pertains to alleged short deduction of tax at source on certain payments and interest thereon for delayed period. The Company has disputed the issue and has filed an appeal against the above said demand with the tax authorities. The Company, supported by a legal view in the matter, is of the view that no provision is necessary till the dispute is finally concluded by the appropriate authorities.

 

# The Company has also received notices in various States on applicability of Entertainment Tax, for which no demands have been received. The Company has contested these notices at various Appellate Forums/ Courts and the matter is subjudice.

 

Composite Scheme of Amalgamation and Arrangements (‘the Scheme’)

 

i) Agrani Satellite Services Limited (‘ASSL’), a wholly owned subsidiary of the Company, was formed to own, establish and operate Ku band satellite system and to market and lease their bandwidth capacities. However, due to unfavorable market conditions, the satellite business was discontinued in the previous year. Integrated Subscriber Management Services Limited (‘ISMSL’), another wholly owned subsidiary of the Company, is in the business of providing services on commercial basis pertaining to subscriber’s management, including raising and collection of bills, collection and  maintenance of subscriber’s information, preparation of required reports and call centre activities.

 

ii) In order to simplify the group structure and improve cost efficiency, the Board of Directors had approved a Composite Scheme of Amalgamation and Arrangement between the Company, ASSL, ISMSL and their respective shareholders and creditors (‘the Scheme’) at their meeting held on 11 June 2010. The Scheme envisaged transfer of the Company’s non-DTH related business [including equity shares in ASSL and in Agrani Convergence Limited (‘ACL’), another subsidiary company], to ISMSL followed by the merger of ASSL with ISMSL on 31 March 2010, the appointed date. As consideration for transfer of non-DTH related business, ISMSL would issue and allot 100,000 equity shares of the face value of ` 10 each, fully paid up, to the Company.

 

iii) The above Scheme has been approved by the Hon’ble High Court of Delhi, vide its Order dated 3 March 2011 and corrigendum dated 31 March 2011 and became effective on 31 March 2011 on filing the Order of the Court with the Registrar of Companies, NCT of Delhi and Haryana.

 

iv) To give effect to the Scheme and the Order of the Hon’ble High Court, the Company has transferred its undertaking, along with assets and liabilities as on 31 March 2010, relating to the non-DTH business to ISMSL. In accordance with the Scheme, the excess of the book value of net assets transferred as at 31 March 2010, over the consideration received has been directly adjusted in the General Reserve

 

v) The non-DTH business, transferred as above and which has been excluded from the financial statements of the Company after 31 March 2010, did not have any operations during the year.

 

vi) While the Company has followed the accounting treatment prescribed in the Scheme, duly approved by the Hon’ble High Court of Delhi, it has resulted in certain deviations as compared to the Generally Accepted Accounting Principles (GAAP) in India. Had the Company followed the GAAP, the impairment of fixed assets/ diminution in the value of investment (in accordance with Accounting Standard (‘AS’) 28 and AS 13 respectively) would have been recognised in the Profit and Loss Account of the previous year and, accordingly, loss for the previous years and the debit balance in the Profit and Loss Account as at 31 March 2010 would have been higher by Rs.1743.523 millions. Since the aforesaid impairment of fixed assets/diminution in the value of investment have not been recognised in the current year as a prior period item, which together with the impact of the transfer of other net assets/ liabilities in the current year, net of consideration received, have been adjusted in General Reserve directly, the loss for the year and the debit balance in the Profit and Loss Account at the end of the year is lower by Rs.1511.023 millions. However, on implementation of the Scheme, the above net loss stands adjusted directly in the General Reserve in accordance with the accounting treatment approved in the Scheme by Hon’ble High Court of Delhi.

 

BUSINESS OVERVIEW

 

The penetration in Direct to Home (DTH) is happening at a much faster rate than expected under continued investment by the DTH players and increase in the affordability on account of rise in disposable income. The industry added 13.5 Millions subscribers in the period  as against 8.5 Millions subscribers in the previous period. DTH accounted for more than 70% of the incremental cable and satellite homes during the year  leaving only marginal share for the Analog and Digital cable platform. This phenomenon is likely to continue which would be further led by the digitalization push by the Government, lower entry cost in the DTH service and wide variety of choice being offered by the DTH operators.

 

During the year , the Company added almost double the number of subscribers as compared to the previous year and was also ahead of the competition on all aspects including incremental subscriber acquisition and overall subscriber base. The Company continues to retain the leadership position in the DTH segment holding 31% of the total DTH subscriber base. The investment made by the Company in brand building, creation of sales and distribution infrastructure, expansion of service outlets, retaining and training the talent have reaped rich fruits and are likely to be the key differentiator in the days to come.

 

Their long term Agreements with the content providers, satellite service providers and other vendors gave the key edge in terms of cost, competitiveness and margin push. The rate of growth of revenue continues to be much higher than rate of increase in cost.

 

The Company understands that the next level of DTH revolution will be on technology absorption and enhancement in revenue by proper mix of content layered with new value added services. In view of the same, the Company acquired additional bandwidth to augment the capacity in order to be able to provide the maximum number of channels. Going forward, this will also be a key differentiator among all the DTH players. The Company also became the leading HD service provider of the country and the push towards acquiring the HD customers was supported by various tie-ups including the tie-up with Samsung, a key player in HD TV market.

 

The year gone by saw major sporting events like FIFA World Cup, ICC World Cup, Common Wealth Games, Indian Premier League etc. being conducted all across the globe which resulted in high tended activity around the DTH industry, resulting into the phenomenal growth of the industry, both in terms of acquisition as well as revenue. To further strengthen the brand positioning and visibility, the Company also associated with Kolkata Knight Riders for the IPL 3 season as an Associate Brand Sponsor.

 

The key challenges in the future will be to manage subsidy being offered to the subscribers on the DTH hardware, steep taxation, slow growth in ARPU and unorganized cable sector.

 

COPORATE RESTRUCTURING AND SUBSIDIARIES

 

The Directors approved the Composite Scheme of Amalgamation and Arrangement between the Company, Agrani Satellite Services Limited (ASSL), Integrated Subscriber Management Services Limited (ISMSL), to demerge the Non DTH business of the Company into ISMSL, followed by merger of ASSL with ISMSL with effect from March 31, 2010, being the Appointed Date. The Hon’ble High Court of Delhi, vide its order dated March 03, 2011 and corrigendum dated March 31, 2011 was  approve the said Scheme and accordingly the Scheme has been given effect to in the Annual Financial Statements from the Appointed date of March 31, 2010.

 

Upon effectiveness of the said Scheme, ASSL stands amalgamated with ISMSL from the Appointed Date of March 31, 2010. ISMSL divested its entire holdings in Agrani Convergence Ltd during the Financial Year 2010-11 and consequently, Agrani Convergence Limited ceases to be a Subsidiary of the Company. In order to further simplify the Corporate Structure and to capitalize the growth prospects, the Board felt that it is necessary for the Company to have enhanced focus on its core DTH operations so that it can expand customer base, raise revenue contributions through product innovations and provisions of various value added services. To achieve the same, the Company has transferred its entire shareholding in ISMSL, which is engaged in the business of providing services pertaining to subscribers’ management, collection and maintenance of subscribers’ information, and call centre activities, on June 1, 2011.  Accordingly, ISMSL ceased to be a Subsidiary of the Company from the date of transfer.

 

SHARE CAPITAL

 

During the year, the Company issued and allotted 557,060 fully paid equity shares upon exercise of Stock Options by the employees under the ‘ESOP Scheme – 2007’ of the Company.

 

During the Financial Year 2008-09, the Company had come up with Rights Issue of 518,149,592 equity shares of Re.1 each, issued at Rs.22 per share (including premium of Rs.21 per share), payable in three installments. Upon receipt of valid first and second call money, during the year , the Company converted 16,151 equity shares from 0.50 paid up to 0.75 paid up and 1,376,629 equity shares from 0.75 paid up to fully paid up.

 

Pursuant to the issue of further shares under ESOP and subsequent to conversion of partly paid shares, the paid up capital of the Company during the year has increased from Rs.1062.070 millions comprising of 1,059,006,947  equity shares of Rs.1 each, fully paid up, 3,429,124 equity shares of Rs.1 each - paid up Rs. 0.75 per share and 983,404 equity shares of Rs.1 each – paid up Rs. 0.50 per share to Rs.1062.976 millions comprising of 1,060,940,636 equity shares of Rs.1 each, fully paid up, 2,068,646 equity shares of Rs. 1 each - paid up Rs.0.75 per share and 967,253 equity shares of Re. 1 each - paid up Rs.0.50 per share. As on March 31, 2011 the Company has not received the valid Second call on 2,068,646 partly paid shares and first and second call on 967,253 partly paid shares.

 

GLOBAL DEPOSITORY RECEIPT

 

The Global Depository Receipt (GDR) Offer of the Company for 117,035 GDRs at a price of US $ 854.50 per GDR, each GDR representing 1,000 fully paid equity shares of the Company was fully subscribed by Apollo India Private Equity II (Mauritius) Limited. 

 

MANAGEMENT DISCUSSION AND ANALYSIS

 

Overview

 

Digitization continued to play a major role in transforming the face of the Indian media and entertainment industry with DTH being the single greatest force behind it. The Indian DTH industry grew exponentially in the previous fiscal, acquiring in its fold 13.5 millions new subscribers far surpassing the previous year figure of 8.5 Millions. A series of national and international sporting events and introduction of new age services like High Definition complemented the proliferation of DTH subscribers in the country. The cumulative DTH subscribers in India stand at around 35 Millions currently.

 

India is the world’s third largest TV market, next only to China and USA. The 140 Millions TV households in the country continue to grow in the range of 7% per annum thereby expanding room for the DTH players to convert the existing terrestrial and analog households. The appetite for entertainment, infotainment and sports is increasing as a result of rise in level of education, high level of social connectivity, improved affordability, linguistic diversity and the rise of worldly outlook amongst the majority of educated Indians. Today around 550 satellite channels across multiple genres are available in the country. Rising consumerism in rural India and increased level of discretionary spends has heightened the aspiration quotient among all socio economic categories, thus enabling adoption of DTH in the country.

 

Meanwhile, some of the already digitized homes have begun upgrading to High Definition transmission. Various value added services have also supplemented the growth and popularity of DTH.

 

Dish TV not only maintained its leadership in the category but also consistently delivered higher operating margins in each successive quarter of the previous fiscal thus getting closer to achieving bottom-line profitability.

 

UN-AUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED 30.09.2011

(Rs. in millions)

 

Particulars

Quarter-ended

Half year ended

30.09.2011

(Un-Audited)

30.09.2011

(Un-Audited)

1. i) Income from sales and services

4822.700

9425.900

ii) Other operating income

0.000

0.600

Total income

4822.700

9426.500

2. Expenditure

 

 

a) (Increase)/ decrease in stock in trade

[18.300]

[14.800]

b) Purchase of traded goods

30.400

39.500

c) Employees cost

171.300

345.700

d) Depreciation / amortisation

1162.000

2269.400

e) Programming/ content and other costs

1472.000

3043.700

f) License Fees

493.500

965.700

g) Other operating costs

402.400

818.300

h) Selling and distribution expenses

 

 

i) Commission

490.800

798.600

ii) Other selling and distribution expenses

327.500

624.400

i) Other expenditure

234.700

465.500

Total expenditure

4766.300

9356.000

3. Profit / (loss) from operations before other income, interest, exceptional items and tax (1-2)

56.400

70.500

4. Other income

92.000

214.100

5. Profit / (loss) before interest, exceptional items and tax (3+4)

148.400

284.600

6. Interest and finance charges (net) (note no. 6)

634.000

953.300

7. Profit / (loss) after interest but before exceptional items and tax (5-6)

[485.600]

[668.700]

8. Exceptional items

-

-

9. Profit / (loss) from ordinary activities before tax (7-8)

[485.600]

[668.700]

10. Tax expense

-

-

11. Net profit / (loss) from ordinary activities after tax (9-10)

[485.600]

[668.700]

12. Extraordinary item (net of tax expense Rs. nil)

-

-

13. Net profit / (loss) for the period (11-12)

[485.600]

[668.700]

Paid-up equity share capital (Face value Re. 1) (#)

1063.400

1063.400

Reserves (excluding revaluation reserves, if any)

 

 

Basic and diluted earning per share (not annualised) (In Rs.)

[0.46]

[0.63]

Public shareholding

 

 

Number of equity shares of Re.1 each

375173616

375173616

Percentage of shareholding

 

 

- Calculated on total number of issued shares

35.25

35.25

- Calculated on the paid-up capital

35.19

35.19

Promoters and promoter group shareholding (calculated on total number of issued shares)

 

 

a) Pledged / encumbered

 

 

i) Number of shares

157353630

157353630

ii) Percentage of shares (% of the total shareholding of promoters and promoter group)

22.83

22.83

iii) Percentage of shares (% of the total share capital of the company)

14.78

14.78

b) Non-encumbered

 

 

i) Number of shares

531869349

531869349

ii) Percentage of shares (% of the total shareholding of promoters and promoter group)

77.17

77.17

iii) Percentage of shares (% of the total share capital of the company)

49.97

49.97

 

# Comprises 1,061,365,506 (428,222,803 as on 30 September 2010 and 1,060,940,636 as on 31 March 2011) fully paid up equity shares; 2,065,524 (514,685,017 as on 30 September 2010 and 2,068,646 as on 31 March 2011) partly paid up equity shares of Re. 0.75 each; and 965,565 (3,464,575 as on 30 September 2010 and 967,253 as on 31 March 2011) partly paid up equity shares of Re. 0.50 each

 

Disclosure of assets and liabilities as per clause 41 [1][ea] of  the listing agreement

Rs in Millions

Particulars

30.09.2011

(Un-audited)

SOURCES OF FUNDS

 

Shareholders Funds

 

Share Capital

1063.400

Reserves & Surplus

15330.000

LOAN FUNDS

12089.400

 

 

TOTAL

28482.800

 

 

APPLICATION OF FUNDS

 

 

 

FIXED ASSETS [Net]

18774.700

 

 

INVESTMENT

1500.000

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

Inventories

59.200

Sundry Debtors

223.100

Cash & Bank Balances

2514.200

Other Current Assets

36.900

Loans & Advances

2440.500

 

5273.900

Less : CURRENT LIABILITIES & PROVISIONS

 

Current Liabilities

10062.600

Provisions

3421.500

 

13484.100

Net Current Assets

[8210.200]

Profit and Loss Account

16418.300

TOTAL

28482.800

 

Notes:

 

  1. The above financial results for the quarter and six months period ended 30 September 2011 have been reviewed by the Audit Committee and were approved by the Board of Directors in their meeting held on 19 October 2011.

 

  1. The Statutory Auditors of the Company have carried out a Limited Review of the financial results for the quarter and six months period-ended 30 September 2011.

 

  1. During the quarter ended 30 June 2011, the Company acquired the Conditional Access System (CAS) Business from Essel Business Processes Limited (EBPL) (formerly known as Integrated Subscriber Management Services Limited), the then wholly owned subsidiary of the Company, on a slump sale basis. The acquired business primarily comprises of Viewing Cards, which are used by the Company in Consumer Premises Equipment provided to the customers, along with related assets and liabilities.

 

Further, to enhance the focus of the Company on core Direct to Home (DTH) operations and to capitalize the growth prospects of DTH industry, the Company has divested its entire investment in EBPL and has recorded profit on sale of such investment amounting to Rs. 9.300 millions in other income.

 

  1. In order to simplify the group structure and improve cost efficiency, the Board of Directors of the Company had approved a Composite Scheme of Arrangement and Amalgamation ('Scheme') between the Company, Agrani Satellite Services Limited ('ASSL'), Integrated Subscriber Management Services Limited ('ISMSL') and their respective shareholders and creditors on 11 June 2010. The Scheme envisaged transfer of the Company's non-DTH related business [including equity shares in ASSL and in Agrani Convergence Limited ('ACL'), another subsidiary company], to ISMSL followed by the merger of ASSL with ISMSL on 31 March 2010, the appointed date. The above Scheme has been approved by the Hon'ble High Court of Delhi, vide its Order dated 3 March 2011 and corrigendum dated 31 March 2011 which became effective on 31 March 2011 on filing the Order of the Court with the Registrar of Companies. To give effect to the Scheme and the Order of the Hon'ble High Court, the Company had transferred its undertaking, along with assets and liabilities as on 31 March 2010, relating to the non-DTH business to ISMSL. As consideration for transfer of non-DTH related business, ISMSL issued and allotted 100,000 equity shares of the face value of Rs.10 each, fully paid up, to the Company. In accordance with the Scheme, the excess of the book value of net assets transferred as at 31 March 2010 amounting to Rs. 1511.000 millions over the consideration received had been directly adjusted in the General Reserve during the year ended 31 March 2011.

 

  1. The life of the Consumer Premises Equipment (CPE) for the purposes of depreciation has been estimated by the management as five years. However, in certain cases, the one-time advance contribution towards the CPE in the form of rental is recognised over a period of three years. The Company is in the process of streamlining the above practices.

 

  1. The Company had received a demand notice for income-tax and interest thereon aggregating Rs. 405.600 millions in relation to an earlier year. The matter pertains to alleged short deduction of tax at source on certain payments and interest thereon for delayed period. The Company has disputed the issue and has filed an appeal against the above said demand with the tax authorities. The Company, supported by a legal view in the matter, is of the view that no provision is necessary till the dispute is finally concluded by the appropriate authorities.

 

  1. The Audit Committee and Board of Directors noted the utilisation of the proceeds of Rights Issue for the quarter and six months period-ended 30 September 2011 which is in line with revised utilisation schedule approved by the Board of Directors. The unutilised amount as on 30 September 2011 is Rs. 1579.200 millions.

 

  1. The Company is in the business of providing Direct to Home (DTH) and Teleport services primarily in India. As the Company's business activities primarily fall within a single business and geographical segment, no additional disclosures are required in terms of Accounting Standard 17 on "Segment Reporting"

 

  1. There were no investors complaints pending either at the beginning or end of the quarter. During the quarter-ended 30 September 2011, 2 complaints were received and the same were disposed off.

 

  1. The Company has not recognised deferred tax assets in view of substantial tax losses/unabsorbed depreciation and no virtual certainty supported by convincing evidence that sufficient future taxable income will be available against which such deferred tax assets can be realised.

 

  1. The previous period/ year's figures have been regrouped / reclassified, wherever necessary to make them comparable.

 

Information on Subscriber Base and ARPU

Number in Lakhs

Particulars

As on 30.09.2011

As on 30.06.2011

Gross Subscriber Base

117.40

111.61

Net Subscriber Base

91.95

89.30

 

For the Quarter Ended

 

As on 30.09.2011

As on 30.06.2011

Subscribers Added

5.75

7.25

ARPU (Subscription Revenue) (Rs)

152

150

 

 FIXED ASSETS:                                                                                                                    

·         Goodwill

·         License Fees

·         Software

·         Plant and Machinery

·         Consumer Premises Equipments

·         Computers

·         Office Equipments

·         Furniture and Fixtures

·         Vehicles

·         Leasehold Improvements

 

WEBSITE DETAILS:

 

Business Description     

 

 

SubjectSubject is an Indian company engaged in the business of providing direct-to-home (DTH) satellite television service, which includes teleport service, customer support and transponder space leasing. dishtv is a division of Zee Network Enterprise (Essel Group Venture). Essel Group Venture has national and global presence with business interests in media programming, broadcasting and distribution, speciality packaging and entertainment. Zee Network incorporated dishtv to modernize television (TV) viewing. It provides features, such as Electronic Programme Guide (EPG), parental lock, games, 400 channels, interactive TV and movie on demand. dishtv also brings national and international channels in India. The Company subsidiaries include Integrated Subscriber Management Services Limited (ISMSL), Agrani Satellite Services Limited (ASSL) and Agrani Convergence Limited (ACL). For the fiscal year ended 31 March 2010, Dish TV India Limited's revenues increased 48% RS10.92B. Net loss decreased 45% to RS2.62B. Revenues reflect increased sales from DTH subscribers, a rise in other operating income and the presence of revenue from HITS services. Lower loss was partially offset by an increase in operating expenses, higher administrative and other expenses, increased depreciation/amortization expenses.

 

Borad of Directors :

 

Mr. Subhash Chandra

 

Mr. Subhash Chandra is Non-Executive Chairman of the Board of subject. He is promoter of Essel Group of Companies. His industry businesses include television networks and film entertainment, cable systems, satellite communications, theme parks, flexible packaging, family entertainment centers and online gaming. Mr. Chandra has been the recipient of numerous honorary degrees, industry awards and civic honors, including being named Global Indian Entertainment Personality of the Year’ by FICCI for 2004, ˜Business Standard’s Businessman of the Year’ in 1999, ‘Entrepreneur of the Year’ by Ernst and Young in 1999 and ‘Enterprise CEO of the Year’ by International Brand Summit. The Confederation of Indian Industry (CII) chose Mr. Chandra as the Chairman of the CII Media Committee for two successive years. Mr. Chandra has made his mark as an influential philanthropist in India. He set up TALEEM (Transnational Alternate Learning for Emancipation and Empowerment through Multimedia), an organisation which seeks to provide access to quality education and to promote research in various disciplines relating to health and family life, social and cultural anthropology, communication and media. He is also the trustee for the Global Vippassana Foundation, a trust set up for helping people in spiritual upliftment. Apart from the Company, Mr. Chandra holds directorship in five (5) other Indian Public Limited Companies viz., Essel Propack Limited, Essel Infraprojects Limited., Wire and Wireless (India) Limited., Zee News Limited and Zee Entertainment Enterprises Limited Apart from the Company he is also the Chairman on the Board of Essel Propack Limited., Wire and Wireless (India) Limited., Zee News Limited and Zee Entertainment Enterprises Limited As on March 31, 2011 Mr. Chandra holds 500,000 equity shares comprising of 0.05% of the paid up capital in the Company.

 

Mr. Mintoo Bhandari

 

Mr. Mintoo Bhandari is Non-Executive Director - Nominee of Apollo India Private Equity II (Mauritius) Limited on the board of subject since October 27, 2010. Prior to that he was on the Board of the Company as an Alternate Director to Mr. Eric Zinterhofer. Mr. Bhandari graduated with an SB in Mechanical Engineering from MIT and with an MBA from the Harvard Business School. Mr. Bhandari is the Managing Director of AGM India Advisors Private Limited, the Indian Advisor to Apollo Management. Prior to AGM India Advisors Private Limited, Mr. Bhandari was Managing Director of The View Group, an India-focused Private Equity Firm. He was an early participant in the sourcing, execution and development of transactions and enterprises which leveraged operating resources in India and has been integrally involved with approximately twenty such transactions, several of which were pioneering in their structure, strategy and timing. Mr. Bhandari was also previously a member of the private equity team, and later a manager of hedge fund capital at the Harvard Management Company which manages the endowment of Harvard University. Mr. Bhandari does not hold directorship in any other Indian Public Limited Company. Apart from the Company, Mr. Bhandari also serves on the Board of Directors of SOURCECORP. As on March 31, 2011 Mr. Bhandari does not hold any shares in the Company.

 

Mr. Lakshmi Chand

 

Mr. Lakshmi Chand is the Non-Executive Independent Director of subject. Mr. Lakshmi Chand is a Post Graduate in M.A (Economics) from Punjab University and is a Law Graduate from Delhi University. He joined I.A.S. in 1969 in UP cadre. During his 36 years of service he served both the Union Government and the State Government whereby he handled a variety of assignments both at the policy formulation level and at the implementation level. While at the State level, in addition to the usual assignments of SDM/DM/DIV Commissioner, he worked on the posts of Secretary/Principal Tourism, Sugar Industry, CMD, UPSRTC and Chairman, Noida, Greater Noida, UPSIDC, UPFC, UP Nirman Nigam, UP Bridge Corporation, UP Textile Corporation etc. While at the Center he worked as Dy. Director (Admin) AIIMS, and Joint Secretary, Ministry of Development of Industrial Policy and Promotion. He retired as Secretary, Ministry of Development of North Eastern Region on July 31, 2005. He has widely travelled both in India and abroad. After retirement he joined the National Commission for Denotified, Nomadic and Semi-Nomadic Tribes as Member Secretary for 2 ½ years. He holds Directorship in Institutions and Organizations like RBI, National Housing Bank and Echelon Institute of Technology, Faridabad (Haryana) and also holds Chairmanship of the Southern Local Board, RBI and Audit Committee of NABARD. Mr. Lakshmi Chand does not hold directorship in any other Indian Public Limited Companies. As on March 31, 2011 Mr. Lakshmi Chand does not hold any shares in the Company.

 

Mr. Arun Duggal

 

Mr. Arun Duggal is Non-Executive Independent Director of subject. Mr. Duggal is a Mechanical Engineer from Indian Institute of Technology, Delhi, and holds an MBA from the Indian Institute of Management, Ahmedabad. Mr. Duggal is a visiting Professor at the Indian Institute of Management, Ahmedabad where he teaches a course on Venture Capital and Private Equity. Mr. Duggal is a Senior Advisor to TPG Capital, a Private Equity firm headquartered in San Francisco. He is an experienced international Banker and has advised companies and financial institutions on Financial Strategy, MandA and Capital Raising. He is a US National and Overseas Citizen of India. Mr. Duggal had a 26 years career with Bank of America, mostly in the U.S., Hong Kong and Japan. His last assignment was as Chief Executive of Bank of America in India from 1998 to 2001. In 1995, he moved to Tokyo as the Regional Executive, managing Bank of America’s business in Japan, Australia and Korea. From 2001 to 2003 he was Chief Financial Officer of HCL Technologies, India. Mr. Duggal is involved in several initiatives in social and education sectors. He is a Trustee of Centre for Civil Society, New Delhi, which focuses on improving the quality and access of education to students especially for the poor. He is a Founder Director of Bellwether Microfinance Fund which provides equity capital to promising Micro Finance organizations. Apart from the Company, Mr. Duggal holds directorship in ten (10) other Indian Public Limited Companies viz., Patni Computer Systems Limited, Shriram EPC Limited, Shriram City Union Finance Limited, Shriram Transport Finance Company Limited, Shriram Properties Limited, Shriram Capital Limited, Manipal Acunova Limited, Info Edge (India) Limited, Mundra Port and Special Economic Zone Limited, and Zuari Industries Limited As on March 31, 2011 Mr. Duggal does not hold any shares in the Company.

 

Mr. Jawahar Lal Goel

 

Mr. Jawahar Lal Goel is Managing Director, Executive Director of subject. since January 6, 2007. Mr. Goel is actively involved in creation and expansion of Essel Group of Industries. He has been an oracle in pioneering the Direct to Home (DTH) services in India and instrumental in establishing Dish TV as a prominent brand with India’s most modern and advanced technological infrastructure. Mr. Goel has held the position of President of Indian Broadcasting Foundation (IBF) for three successive terms which takes up various issues relating to Broadcasting industry at various forums. He has also been an active member on the Board of various committees and task force, set up by Ministry of Information and Broadcasting (MIB), Govt. of India which takes care of several critical matters relating to the industry. Mr. Goel introduced the CATV Network concept. He is the architect in establishing India’s most modern and advanced technological infrastructure for the implementation of Conditional Access System (CAS), Direct to Home (DTH) and Head End-in-the Sky (HITS) which has bought revolution in the distribution of various entertainment and electronic media products in India, which has enormously benefited consumers (TV viewers) in terms of value proposition. Apart from the Company, Mr. Goel holds directorship in seven (7) other Indian Public Limited Companies viz., Asian Sky Shop Limited, Chiripal Industries Limited, East India Trading Company Limited, Essel International Limited, Essel Infraprojects Limited, Rankay Investment and Trading Company Limited and Zee- Turner Limited. As on March 31, 2011 Mr. Goel holds 176,800 equity shares comprising of 0.02% of the paid up capital in the Company.

 

Mr. Ashok Mathai Kurien

 

Mr. Ashok Mathai Kurien is Non-Executive Director of subject. Mr. Kurien has been in the business of building brands for over 35 years, particularly in the fields of media and communications. An early bird, Ashok Kurien has the keen eye of driving start-ups in emerging businesses and guiding them to size and scale, such as TV, Lottery, PR and dot coms, where he invested and mentored, which have been resounding success stories. Mr. Ashok Kurien, a well known personality in the Advertising world, founded Ambience Advertising, one of the most formidable creative power house in its first decade. Ambience has come a long way, and was later sold to the Publicis Groupe. As a special advisor to the US$ 5 billion Public is Groupe, he leads their mergers and acquisitions for India. He is founder and promoter of various business ventures including Hanmer and Partners, one of India’s top three Public Relations agencies, Flora2000, one of the global flower distribution services on the web, as well as a few other internet ventures. Despite the great heights he’s achieved in his career, Ashok Kurien has his feet firmly rooted to the ground. He believes in commitment to society and is involved with a number of charities, NGOs and social service organizations. Apart from the Company, Mr. Kurien holds directorship in two (2) other Indian Pubic Limited Companies viz., Zee Entertainment Enterprises Limited and Asian Sky Shop Limited As on March 31, 2011, Mr. Kurien holds 1,174,150 equity shares, comprising of 0.11% of paid up capital of the Company.

 

Mr. Bhagwan Dass Narang

 

Mr. Bhagwan Dass Narang is Non-Executive Independent Director of subject. Mr. Narang is a Post Graduate in Agricultural Economics and brings with him 32 years of Banking experience. During this period, he also held the coveted position of the Chairman and Managing Director of Oriental Bank of Commerce. Mr. Narang has handled special assignments viz. alternate Chairman of the Committee on Banking procedures set up by Indian Banks Association for the year 1997-98, Chaired a panel on serious financial frauds appointed by RBI, Chaired a Panel on financial construction industry appointed by Indian Banks Association(IBA), appointed as Chairman of Governing Council of National Institute of Banking Studies and Corporate Management, elected member of Management Committee of IBA, Member of the Advisory Council of Bankers Training College(RBI) Mumbai, Chairman of IBA’s Advisory Committee on NPA Management, CDR Mechanism, DRT, ARC etc., elected as a Fellow and Member of Governing Council of the Indian Institute of Banking and Finance, Mumbai, elected as Deputy Chairman of Indian Banks Association, Mumbai and recipient of Business Standard ‘Banker of the year’ Award for 2004. Apart from the Company, Mr. Narang holds directorship in nine (9) other Indian Public Limited Companies viz., Shivam Autotech Limited, Jubilee Hills Landmark Projects Limited, Afcon Infrastructure Limited, VA Tech Wabag Limited, Amar Ujala Publications Limited, Revathi Equipment Limited, Karvy Stock Broking Limited, DSE Financial Services Limited and Lakshmi Precision Screws Limited As on March 31, 2011 Mr. Narang does not hold any shares in the Company.

 

Dr. Pritam Singh

 

Dr. Pritam Singh, Ph.D, is Non-Executive Independent Director of subject. Dr. Singh is an M.Com (BHU), MBA (USA), Ph.D. (BHU) and author of seven academically reputed books and published over 50 research papers. Dr. Pritam Singh is one of the pioneers of management education in India who has devoted his life to the development of management education in India and abroad. Dr. Singh received the ‘Padam Shri’ award in 2003 for his contributions in this field. He initiated a number of social projects focusing on Healthcare, Education, Water Management and Road Building for the surrounding community to improve the quality of life. Owing to his contributions towards building intellectual capital at Administrative Staff College and refocusing of IIM Bangalore as a truly integrated management school, he is branded as a Change Master par excellence and a Renaissance leader. Dr. Singh holds directorship in four (4) other Indian Public Limited Companies viz., Hero Honda Motors Limited, Parsvnath Developers Limited, Godrej Properties Limited and Dena Bank Limited As on March 31, 2011 Dr. Singh does not hold any shares in the Company.

 

Mr. Eric Louis Zinterhofer

 

Mr. Eric Louis Zinterhofer is Non-Executive Independent Director of subject. Prior to cofounding Searchlight Capital Partners, L.P. in 2010, Eric was a senior partner at Apollo Management, L.P. (‘Apollo’) which he joined in 1998. Mr. Eric served on the Board of Directors of Affinion Group, Inc., IPCS Inc. and Unity Media GmbH. He is currently Chairman of the Board of Charter Communications, Inc. and a member of the Board of Directors at Central European Media Enterprises Limited From 1994- 1996, Mr. Eric was a member of the Corporate Finance Department at Morgan Stanley Dean Witter and Company From 1993-1994, he was a member of the Structured Equity Group at J.P. Morgan Investment Management. He graduated Cum Laude from the University of Pennsylvania with BA degrees in Honors Economics and European History and received his MBA from the Harvard Business School. Mr. Zinterhofer does not hold directorship in any other Indian Public Limited Companies.

 

PRESS RELEASE

 

Dayanidhi Maran in fresh trouble over favors to Sun Direct

 

24 October 2011

 

New Delhi, Oct. 24 -- After his alleged involvement in the 2G scam and leasing of telephone lines, former Telecom Minister Dayanidhi Maran's 'role' in sanctioning of Spectrum to Sun Direct is now being looked into by the CBI.

 

The agency had sought the files from Department of Telecom related to Spectrum allocation made to direct-to-home (DTH) broadcasters by seeking details of sanction of bandwidth.

 

The decision to probe the DTH broadcasters was taken after agency sleuths found that some of the telecom companies, under probe in the 2G scam, were also broadcasters of the service, official sources said.

 

The files pertained to Dish TV India Limited, Reliance Big TV Private Limited, Bharti Multi-media Limited, Bharti Business Channel Private Limited, Doordarshan, SunDirect TV Private Limited and Tata Sky Limited.

 

However, barring Sun Direct, all other files were returned by the CBI to the authority and sources in the know said allocation of Spectrum to the Tamil Nadu-based TV channel was being looked into.

 

The CBI recently registered a case against Maran, his brother Kalanidhi and two others besides three companies for allegedly receiving favors during the DMK leader's tenure as Telecom Minister.

 

Searches were carried out on October 10 at various places including residential premises of Maran, who resigned earlier this year as Textiles Minister.

 

More trouble for Maran; grant of DTH to Sun Direct under CBI

 

 23 October 2011

 

New Delhi, October 23 2011 (PTI) -- After his alleged involvement in the 2G scam and leasing of telephone lines, former telecom minister Dayanidhi Maran's 'role' in sanctioning of spectrum to Sun Direct CBI is now being looked into by the CBI.

 

The agency had sought the files from Department of Telecom related to spectrum allocation made to direct-to-home (DTH) broadcasters by seeking details of sanction of bandwidth.

 

The decision to probe the DTH broadcasters was taken after agency sleuths found that some of the telecom companies, under probe in the 2G scam, were also broadcasters of the service, official sources said.

 

The files pertained to Dish TV India Limited, Reliance Big TV Private Limited, Bharti Multi-media Limited, Bharti Business Channel Private Limited, Doordarshan, SunDirect TV Private Limited and Tata Sky Limited.

 

However, barring Sun Direct, all other files were returned by the CBI to the authority and sources in the know said allocation of spectrum to the Tamil Nadu-based TV channel was being looked into.

 

The CBI recently registered a case against Maran, his brother Kalanithi and two others besides three companies for allegedly receiving favours during the DMK leader's tenure as telecom minister.

 

Searches were carried out on October 10 at various places including residential premises of Maran, who resigned earlier this year as textiles minister.

 

The CBI has also registered a preliminary enquiry to probe into allegations of allocation of over 300 telephone lines to the residence of Maran in Chennai and illegally linking with a television channel owned by his brother.

 

These 323 residential lines were in the name of BSNL General Manager and connecting the Boat House residence of Maran with office of Sun TV through a dedicated underground cable during his tenure as telecom minister, CBI alleged.

 

The sources said these lines were not ordinary telephone lines but more costly ISDN, capable of carrying huge data thus facilitating faster transmission of TV news and programmes across the globe.

 

The CBI alleged that a stealth cable was used to connect the residence of the Minister with Sun TV office to give impression that these lines were for the Minister but actually they were used by the channel. PTI SKL ZMN

 

Disclosure under SEBI Takeover Regulations

 

18 October 2011

 

India, Oct. 18 -- Dish TV India Limited has submitted to the Exchange a copy of Disclosure under Securities and Exchange Board of India (Substantial acquistion of shares and takeovers) Regulations ,1997 and Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 with respect to change in Shareholding of Churu Trading Company Private Limited.

 

 


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.50.27

UK Pound

1

Rs.80.07

Euro

1

Rs.68.44

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

5

PAID-UP CAPITAL

1~10

4

OPERATING SCALE

1~10

4

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

4

--PROFITABILIRY

1~10

2

--LIQUIDITY

1~10

4

--LEVERAGE

1~10

3

--RESERVES

1~10

4

--CREDIT LINES

1~10

4

--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

YES

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

34

 

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

Capability to overcome financial difficulties seems comparatively below average.

 

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

-

NB

                                       New Business

-

 

 

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.