To the Members,
The Directors are pleased to present the 29th (Twenty Ninth) Annual Report covering the business and operations of the Company and the Annual Audited Financial Statements of the Company for the Financial Year ended March 31, 2017.
FINANCIAL RESULTS
The Financial Performance of your Company for the Financial Year ended March 31, 2017 is summarized below:
(Rs. In Lakhs)
|
Standalone -Year Ended
|
Consolidated- Year Ended
|
Particulars
|
Year ended March 31, 2017
|
Year ended March 31, 2016
|
Year ended March 31, 2017
|
Year ended March 31, 2016
|
Sales & Services
|
1,94,539
|
2,22,755
|
3,01,439
|
3,05,994
|
Other Income
|
4,388
|
7,847
|
4,751
|
6,404
|
Total Income
|
1,98,927
|
2,30,602
|
3,06,190
|
3,12,398
|
Total Expenses
|
1,74,308
|
1,92,890
|
2,92,850
|
2,83,446
|
Profit/(Loss) before Tax & Prior Period Item
|
24,619
|
37,712
|
13,340
|
28,952
|
Prior Period Item
|
-
|
-
|
-
|
-
|
Profit/(Loss) before Tax
|
24,619
|
37,712
|
13,340
|
28,952
|
Profit from continuing operations before tax
|
24,619
|
37,712
|
13,340
|
28,952
|
Profit/(loss) from discontinuing operations before tax
|
-
|
-
|
-
|
-
|
- Current tax
|
8,789
|
260
|
10,349
|
3,310
|
- Deferred tax credit
|
(179)
|
(4,540)
|
(7,403)
|
(43,600)
|
- Income tax -prior years
|
(260)
|
-
|
(534)
|
-
|
Profit from continuing operations after tax
|
16,269
|
41,992
|
10,928
|
69,242
|
Profit/(loss) from discontinuing operations after tax
|
-
|
|
-
|
-
|
Profit/(Loss) after Tax
|
16,269
|
41,992
|
10,928
|
69,242
|
Profit/(Loss) for the Year
|
16,269
|
41,992
|
10,928
|
69,242
|
Add: Balance brought forward
|
(1,55,870)
|
(1,97,862)
|
(1,28,777)
|
(1,98,019)
|
Adjustment for depreciation
|
-
|
-
|
-
|
-
|
Amount available for appropriations
|
(1,39,601)
|
(1,55,870)
|
(1,17,850)
|
(1,28,777)
|
Balance Carried Forward
|
(1,39,601)
|
(1,55,870)
|
(1,17,850)
|
(1,28,777)
|
There have been no material changes and commitments that have occurred after close of the financial year till the date of this report, which affect the financial position of the Company other than the Order of the Hon’ble National Company Law Tribunal, Mumbai Bench approving the proposal of the Company for “Capital Reduction by way of reduction of the Securities Premium Account by writing off the deficit in the Statement of Profit & Loss Account of the Company”. The same has been dealt in this report.
DIVIDEND
The Board takes the pleasure to report that your Company continues to be in profits in the financial year under review. With sustained focus on the business, your Company has reported a profit of Rs.16,269 lacs during the financial year under review. Pursuant to Section 123 of the Companies Act, 2013 read with Companies (Declaration and Payment of Dividend), Rules, 2014, a Company is required to set off accumulated losses of previous years / depreciation not provided in previous years against profits of the current year before declaration of any dividend. Since there is an accumulated debit balance of Rs.139,601 lacs in the profit and loss account of the Company hence no dividend is recommended for the year under review.
The Board of your Company has approved the Dividend Distribution Policy of the Company in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) as applicable to the top 500 Listed Companies. The said Policy of the Company sets out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders and/or retained profits earned by the Company. The policy is available on the website of the Company viz. www.dishtv.in
BUSINESS OVERVIEW
According to the Economic Survey, the entertainment industry has been one of the fastest growing segments of the economy in the last two decades. It is projected to reach Rs.1,964 billion by 2019. Your company with its pioneering spirit continues to ride this wave and move from strength to strength.
In the year under review, your Company continued to make substantial profits to the tune of Rs.16,269 lacs. This was achieved with a sustained focus on the customer and working towards their needs and requirements. Introducing innovative packaging and making Hi-Definition (HD) more affordable were the key initiatives which ensured growth in gross subscribers.
With growing disposable income, growth and improvements in technology, our customers’ viewing devices also keep on improving and hence, their needs and expectations continue to evolve. At the other end of the spectrum, new customers are coming in with the digitization drive. Our ability to enhance content quality together with affordability, makes us the prime choice for customers across the country.
Dish TV strives to enhance viewing experience of a diverse audience and will continue to evolve with time and technology. This will also help us overcome the multiple challenges bound to come our way.
We will continue to empower our customers and transform their entertainment needs with the power of digitization, offering more channels, On Demand Services and Interactive Television Services. In addition, we ensure high quality of the received signal and uses a secure digital distribution system. Consumers can experience new improved services with enhanced quality.
Entertainment has emerged as one of the key human requirement and that has made the market more lucrative than ever. It has also made it more competitive than ever before. Bigger, stronger players will have a greater role to play in this market.
Dish TV will continue to offer a wide array of multibrand and multi product portfolio to suit the needs of different consumer segments. Competitiveness on the fronts of technology, content and price will be the key drivers of the brand’s affinity with its consumers. This three pronged focus will enable the company to expand its overall base and move existing customers up the value chain, enhancing ARPU. The introduction of a completely new & advanced interface will enhance the experience of subscribers manifold.
Dish TV has always endeavored to make entertainment accessible in the most convenient ways to the consumers. Recent technological advances are making it possible for entertainment to be available anytime anywhere. Your Company has tapped onto that trend with DishOnline. Going forward Dish TV will continue to strengthen its presence in this segment and meeting the requirements of its customers in this segment.
This year will be about giving more power in the hands of the customer. Greater value will be provided with the introduction of benefits on long term recharges. This would be a win-win situation for both subscriber and Company with the former saving money and the latter improving retention. Enhancing freedom by introducing flexibility has been given in the form of selecting individual channels to customize base packs. Finding means for maximizing value for the customer will always be the never ending quest which drives each and every employee of the company.
SUBSIDIARIES AND ASSOCIATE OPERATIONS
Subsidiary in Sri Lanka:
Your Company, upon the approval of Board of Directors, incorporated a Joint Venture (‘JV’) Company with Satnet (Private) Limited, a Company incorporated under the Laws of Sri Lanka, in the name and style of ‘Dish T V Lanka (Private) Limited’ for providing Direct to Home Services in Sri Lanka, on April 25, 2012 with a paid up share capital of 1 million Sri Lankan Rupees. Your Company holds 70% of the paid-up share capital and Satnet (Private) Limited holds 30% of the paid-up share capital in Dish T V Lanka (Private) Limited. Dish T V Lanka (Private) Limited has commenced the operations under the requisite licenses and permissions obtained from regulatory authorities. The Company has also been registered as a Board of Investment (‘ BO I’) approved Company in Sri Lanka. The registration with BOI grants various benefits to the Company including duty free imports of the equipment and set top box for one year, tax holiday of 7 years etc.
Subsidiary in India:
Your Company, upon the approval of Board of Directors and the Members of the Company, acquired the entire share capital of Xingmedia Distribution Private Limited (‘Xingmedia’) on March 24, 2014. Upon requisite approvals, the name of Xingmedia has been changed to ‘Dish Infra Services Private Limited’ (‘Dish Infra’). Post approval of Members of the Company by way of Special Resolution passed by Postal Ballot, the non-core business of the Company (undertaking pertaining to the provision of infra support services to the subscribers for facilitating the DTH services including the instruments which are required for receiving DTH signals such as set top boxes(STB), dish antenna, Low Noise Boxes (LNB) and other customer related services including call centre services and repairs) has been transferred to Dish Infra with effect from April 1, 2015.
Upon nomination by the Company, one Independent Director of the Board has been appointed as an Independent Director on the Board of Dish Infra (Company’s material non-listed Indian Subsidiary) in compliance with the provisions of Regulation 24 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Associate Company in India:
Your Company, upon the approval of Board of Directors incorporated an Associate Company in the name and style of ‘C&S Medianet Private Limited’ on May 5, 2016. C&S Medianet Private Limited’s initial paid up capital is Rs.100,000. Your Company holds 48% of the initial capital and Siti Cable Network Limited also hold 48% of the initial capital. The said Company shall act as a negotiating agency for Content / Advertisement Sales / Carriage etc. for the television channel distribution industry (DTH and Cable). The said Company is yet to commence its operations.
Apart from the above, no other Subsidiary / Joint-venture / Associate was formed or divested during the financial year 2016-17.
Audited Accounts of Subsidiary Companies:
Your Company has prepared the Audited Consolidated Financial Statements in accordance with Section 129(3) of the Companies Act, 2013 read with applicable Accounting Standards and Listing Regulations, 2015. The statement pursuant to Section 129(3) of Companies Act, 2013 and Rule 5 of Companies (Accounts) Rules, 2014 highlighting the summary of the financial performance of the subsidiaries is annexed to this Report.
As required under the Accounting Standard 21 -’Consolidated Financial Statements’, issued by the Institute of Chartered Accountants of India (‘ IC AI’) and applicable provisions of the Listing Regulations, the Audited Consolidated Financial Statements of the Company reflecting the Consolidation of the Accounts of its subsidiaries are included in this Annual Report. Further, a statement containing the salient features of the financial statements of the subsidiaries and associate in the prescribed format AOC -1 is appended to this report.
In accordance with Section 136 of the Companies Act, 2013, the audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of subsidiaries are available on the website of the Company viz. www.dishtv.in. These documents will also be available for inspection during business hours at the Registered Office of the Company.
Your Company has a policy for determining Material Subsidiaries. The Policy is disclosed on the Company’s website viz. www.dishtv.in and is accessible at https:// www.dishtv.in/Pages/Investor/Corporate-Governance. aspx.
LISTING
Your Company’s fully paid up equity shares continue to be listed and traded on National Stock Exchange of India Limited (‘NSE’) and BSE Limited (‘BSE’). Both these Stock Exchanges have nation-wide trading terminals and hence facilitates the shareholders/investors of the Company in trading the shares. The Company has paid the annual listing fee for the Financial Year 2017-18 to the said Stock Exchanges.
The Company has also paid the annual maintenance fee to the Luxembourg Stock Exchange in respect of its Global Depository Receipts (‘GDR’) for the year 2017.
DEPOSITORIES
Your Company has arrangements with National Securities Depository Limited (‘NSDL) and Central Depository Services (India) Limited (‘CDSL’), the Depositories, for facilitating the members to trade in the fully paid up equity shares of the Company in Dematerialized form. The Annual Custody fees for the Financial Year 2017-18 has been paid to both the Depositories.
SHARE CAPITAL
During the year under review, your Company has allotted 1,04,070 fully paid equity shares, upon exercise of Stock Option by the eligible Employees of the Company, pursuant to the Employee Stock Option Scheme - 2007 (‘ESOP - 2007’) of the Company and these shares were duly admitted for trading on both the stock exchanges viz. NSE and BSE.
During the Financial Year 2008-09, your Company had come up with Right Issue of 518,149,592 equity shares of Rs.1 each, issued at Rs.22 per share (including premium of Rs.21 per share), payable in three installments. Upon receipt of valid second call money from the concerned shareholders, during the year under review, the Company converted 121 equity shares from Rs.0.75 each paid up to Rs.1 each fully paid up.
Pursuant to the issue of further equity shares under ESOP scheme and subsequent to conversion of partly paid equity shares, the paid up capital of your Company during the year has increased from Rs.1,06,58,51,431.75 (comprising of 1,06,58,30,337 fully paid up equity shares of Rs.1 each, 15,383 equity shares of Rs.1 each, paid up Rs.0.75 per equity share & 19,115 equity shares of Rs.1 each, paid up Rs.0.50 per equity sharejto Rs.1,06,59,55,532 (comprising of 1,06,59,34,528 fully paid up equity shares of Rs.1 each, 15,262 equity shares of Rs.1 each, paid up Rs.0.75 per equity share & 19,115 equity shares of Rs.1 each, paid up Rs.0.50 per equity share!.
EMPLOYEE STOCK OPTION SCHEME
In compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, as amended from time to time, your Board had authorized the Nomination and Remuneration Committee (formerly ‘Remuneration Committee’) to administer and implement the Company’s Employees Stock Option Scheme (ESOP - 2007) including deciding and reviewing the eligibility criteria for grant and /or issuance of stock options under the Scheme. The ESOP Allotment Committee of the Board considers, reviews and allots equity shares to the eligible Employees exercising the stock options under the Employee Stock Option Scheme (ESOP - 2007) of the Company.
During the period under review, the Nomination and Remuneration Committee (formerly ‘Remuneration Committee’) of the Board granted 8,03,800 stock options to the eligible Employees as per the ESOP - 2007 Scheme of the Company. The Company, during the year, allotted 1,04,070 fully paid equity shares, upon exercise of the stock options by eligible Employees under the ESOP - 2007.
Applicable disclosures relating to Employees Stock Options as at March 31, 2017, pursuant to SEBI (Share Based Employee Benefits) Regulations, 2014, as amended from time to time, are available on the website of the Company at https://www.dishtv.in/Pages/ Investor/Corporate-Governance.aspx. The ESOP-2007 Scheme of the Company is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014.
Statutory Auditors’ certificate to the effect that the ESOP - 2007 Scheme of the Company has been implemented in accordance with the SEBI Guidelines and as per the resolution passed by the members of the Company, as prescribed under Regulation 13 of the SEBI (Share Based Employee Benefits) Regulations, 2014, has been obtained and shall be available for inspection at the Annual General Meeting of the Company. Copy of the same shall also be available for inspection at the Registered Office of the Company on all working days (Monday to Friday) between 2.00 P.M. to 4.00 P.M. up to the date of Annual General Meeting of the Company.
RIGHT ISSUE OF SHARES & UTILISATION OF PROCEEDS THEREOF
Out of the total Right Issue size of Rs.113,992.91 Lacs, the Company has received a sum of Rs.113,988.63 Lacs towards the share application and call money(s) as at March 31, 2017.
The details of utilization of Rights Issue proceeds are placed before the Audit Committee and the Board on a quarterly basis. Further, the Company also provides the details of the utilization of Rights Issue proceeds to IDBI Bank Limited, the Monitoring Agency of the Company, on half yearly basis along with Auditors’ Certificate on Utilization and furnishes the Monitoring Report to the Stock Exchanges.
The Board at its meeting held on May 28, 2009 approved to make changes in the manner of usage of right issue proceeds. The utilization of rights issue proceeds as on March 31, 2017, is as under:
Particulars
|
Amount (Rs. In Lakhs)
|
Repayment of loans
|
28,421.44
|
Repayment of loans received after launch of the Rights Issue
|
24,300.00
|
General Corporate Purpose
|
34,722.67
|
Acquisition of Consumer Premises Equipment (CPE)
|
26,000.00
|
Right Issue Expenses
|
544.52
|
Total
|
113,988.63
|
The half yearly Monitoring Reports issued by IDBI Bank Limited, the Monitoring Agency of the Company, was recorded by the Audit Committee and the Board at their respective meetings and necessary compliance in this regard had been carried out.
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 were fully subscribed by Apollo India Private Equity II (Mauritius) Limited. The underlying shares against each of the GDRs were issued in the name of the Depository - Deutsche Bank Trust Company Americas. As on March 31, 2017, NIL GDRs are outstanding, the underlying shares of which forms part of the existing paid up capital of the Company.
The manner of utilization of GDR proceeds as on March 31, 2017, is as under:
Particulars
|
Amount (Rs. In Lakhs)
|
Acquisition of FA including CPE
|
7,669.88
|
GDR Issue Expenses
|
344.63
|
Advance Against Share Application Money given to erstwhile Subsidiary
|
56.14
|
Repayment of Bank Loans
|
755.22
|
Operation Expenses including interest payment bank charges, exchange fluctuation
|
51,541.39
|
Less: Interest earned-realized
|
(439.94)
|
Balance with non-scheduled bank
|
270.76
|
Total
|
60,198.08
|
REGISTERED OFFICE
During the year under review, the Board of Directors at their meeting held on August 12, 2016 approved shifting of the Registered Office of the Company to State of Maharashtra, Mumbai for ease of administration and cost effectiveness. The shifting was further approved by the Shareholders of the Company on September 19, 2016 by passing Special Resolution through Postal Ballot. After obtaining the necessary permission / approval of change of Registered Office from concerned authority (ies), the Registered Office of the Company was shifted from the National Capital Territory of Delhi to the state of Maharashtra, Mumbai with effect from November 3, 2016. Accordingly, the Registered Office of the Company is presently situated at 18th Floor, A Wing, Marathon Futurex, N M Joshi Marg, Lower Parel, Mumbai - 400013, Maharashtra.
CAPITAL REDUCTION - BY WAY OF REDUCTION OF SECURITIES PREMIUM ACCOUNT FOR WRITING OFF THE DEFICIT IN THE STATEMENT OF PROFIT & LOSS ACCOUNT
During the year under review, the Board of Directors of your Company had at its meeting held on May 23, 2016, approved the arrangement for reduction of the Securities Premium Account of the Company for writing off the deficit in the statement of Profit and Loss Account. The reduction in share capital (securities premium account) shall not prejudicially affect the Company or its Shareholders and would not in any way adversely affect the ordinary operations of the Company or the ability of the Company to honor its commitments that may arise in the ordinary course of business.
Upon receipt of No objection(s) of the Stock Exchanges to the said reduction and approval of Shareholders of the Company by passing Special Resolution through Postal Ballot on September 19, 2016, the Company had filed necessary application and petition with Hon’ble National Company Law Tribunal, Mumbai Bench (NCLT) for approval of the said Capital Reduction proposal.
The Hon’ble NCLT, vide its Order dated June 28, 2017, has approved the said reduction of share capital of the Company by way of utilizing the amount standing to the credit of the Securities Premium Account for writing off deficit in the statement of Profit and Loss account of the Company. Accordingly, the entire Securities Premium account amounting to Rs.15,43,39,65,550 (Rupees One Thousand Five Hundred Forty Three Crores Thirty Nine Lakhs Sixty Five Thousand Five Hundred and Fifty Only) as on March 31, 2016, shall stand reduced for writing off deficit in the statement of Profit and Loss Account of the Company. Post receipt of the said Order, necessary filings were made with the Stock Exchange(s) and Registrar of Companies.
SCHEME OF ARRANGEMENT FOR AMALGAMATION OF VIDEOCON D2H LIMITED INTO AND WITH DISH TV INDIA LIMITED
On November 11, 2016, the Board of Directors of your Company and Videocon d2h Limited (‘Vd2h’) approved a scheme of arrangement (“Scheme”) for the amalgamation of Vd2h into Dish TV India Limited and the execution of definitive agreements in relation to such amalgamation (the “Transaction”). The draft Scheme pursuant to the provisions of Sections 391 to 394 of the Companies Act, 1956 and/or applicable sections of the Companies Act, 2013, read with rules thereto has been made with a view to reduce operational costs, increase operational efficiencies and enable optimal utilization of various resources as a result of pooling of financial, managerial and technical resources, and technologies of both the Companies.
Following the completion of the amalgamation process, subject to necessary approvals, your Company will be renamed as Dish TV Videocon Limited (“Dish TV Videocon”). Upon the Scheme becoming effective, your Company shall issue fully paid equity shares as provided for in the Scheme.
Upon receipt of No-objection(s) of the Stock Exchanges to the Scheme and approval of the Equity Shareholders of the Company at their meeting held on May 12, 2017, necessary petition was filed before the Hon’ble National Company Law Tribunal (NCLT), Mumbai for sanction of the Scheme. The scheme has also received the approval of Competition Commission of India, New Delhi for the said combination as embodied in the Scheme of Arrangement.
Further, the Board of Directors of both the Companies, in order to provide greater flexibility to the Scheme, at its meeting held on May 24, 2017 approved the proposal to amend the scheme by amending the clause 5.8.5 of the scheme. Pursuant to the said amendment, the GDSs to be issued by the Company pursuant to the Amalgamation can be listed on ”Luxembourg Stock Exchange or London Stock Exchange or any Other Stock Exchange”. The said amendment was placed before the Hon’ble NCLT on June 7, 2017 for approval. During the hearing before the Tribunal, the said amendment was changed to ”Luxembourg Stock Exchange or London Stock Exchange”.
The Hon’ble NCLT vide its Order dated July 27, 2017 approved the aforesaid Scheme. The certified copy of the said order is awaited. The Appointed date for the Scheme has been fixed on October 1, 2017.
The Company has already made an application to the Ministry of Information and Broadcasting (‘MIB’) for granting necessary permissions. Upon receipt of the MIB approval, the order of the Hon’ble NCLT shall be filed with the Registrar of Companies, post which the Scheme shall be effective from October 1, 2017.
The transaction is expected to create a leading cable and satellite distribution platform in India. The amalgamated Company would serve approximately 28 million net subscribers in India, out of a total of 181 million TV households in India, with significant room for growth.
Post completion of the Transaction, the equity shares of the amalgamated Company shall continue to be listed on NSE and BSE in India. The existing Vd2h ADR holders will be entitled to receive their new shares in the form of the GDRs, unless they elect to receive and hold the new shares directly, as part of the scheme.
REGISTRAR & SHARE TRANSFER AGENT
The Registrar & Share Transfer Agent (‘RTA’) of the Company was changed from Sharepro Services (India) Private Limited to Link Intime India Private Limited, with effect from July 1, 2016 pursuant to restraining order issued by SEBI against the erstwhile RTA. During the year under review, Link Intime India Private Limited, the present RTA of the Company shifted their registered office from C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (West), Mumbai 400 078 to their own premises at C 101, 247 Park, LBS Marg, Vikhroli (West), Mumbai - 400 083, Maharashtra.
Requisite proposal seeking shareholders’ approval for maintaining Register & Index of Equity Shareholders, Register of Transfer and other Registers including Annual Return at the new office of the RTA forms part of Notice of ensuing Annual General Meeting.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis report as provided under Listing Regulations is separately attached hereto and forms an integral part of this Annual Report. The said report gives details of the overall industry structure, economic developments, performance and state of affairs of your Company’s business and other material developments during the financial year under review.
CORPORATE SOCIAL RESPONSIBILITY
In compliance with requirements of Section 135 of the Companies Act, 2013, your Company has a duly constituted Corporate Social Responsibility Committee (CSR Committee) comprising of five members including three Independent Directors.
Your Company has adopted a unified approach towards CSR at Group level, wherein CSR contributions of eligible group entities are pooled in, to fund high cost long-term projects that help build Human capital and create lasting impact on the society. The Committee has approved the CSR Policy with Education, Health Care, Women Empowerment and Sports as primary focus area. During the year under review, a Section 8 Company in the name of Dr. Subhash Chandra Foundation was established at Group level and the Company had contributed to the said foundation towards Group’s Educational infrastructure development project at Hisar, Haryana.
A detailed report on Corporate Social Responsibility activities initiated by the Company during the year under review, in compliance with the requirements of Companies Act, 2013, is annexed to this report.
POSTAL BALLOT
During the year under review, your Company sought the approval of the Shareholders on the following matters, vide Postal Ballot Notice dated August 12, 2016:
- Special Resolution for Reduction of Capital (Securities Premium Account).
- Special Resolution for Shifting of Registered Office of the Company from the National Capital Territory of Delhi to the State of Maharashtra, Mumbai.
The said notice along with Postal Ballot Form and Business Reply Envelopes were duly sent to the Shareholders and your Company also offered E-Voting facility as an alternate option for voting by the Shareholders, which enabled them to cast their votes electronically, instead of Physical Postal Ballot Form. The result on the voting conducted through Postal Ballot process was declared on September 22, 2016.
The procedure prescribed under Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules 2014, was adopted for conducting the Postal Ballot.
Further, details related to the Postal Ballot procedure adopted, voting pattern and result thereof have been provided under the General Meeting Section of ‘Report on Corporate Governance’.
CORPORATE GOVERNANCE AND POLICIES
‘Corporate Governance’ is an ethically driven business process that is committed to values aimed at enhancing an organization’s brand and reputation in order to achieve the objectives of the organization transparently. This is ensured by taking ethical business decisions and conducting business with a commitment to values, while meeting shareholder’s expectations.
Your Company believes that maintaining the highest standards of Corporate Governance is imperative in its pursuit of leadership in the Direct to Home (‘DTH’) business. The Company continues to focus its resources, strengths and strategies to achieve its vision of continuing to be the leader in DTH Industry.
Your Company considers it an inherent responsibility to disclose timely and accurate information and also places high emphasis on best business practices and standards of governance besides strictly complying with the requirements applicable as per Listing Regulations and Companies Act, 2013.
In terms of Schedule V of Listing Regulations, a detailed report on Corporate Governance along with Compliance Certificate issued by the Statutory Auditors of the Company is attached and forms an integral part of this Annual Report. Management Discussion and Analysis Report and Business Responsibility Report as per Listing Regulations are presented in separate sections forming part of the Annual Report. The said Reports will also be available on the Company’s website www.dishtv. in as part of the Annual Report.
Your Company is committed to benchmarking itself with global standards of Corporate Governance. It has put in place an effective Corporate Governance system which ensures that provisions of the Companies Act and Listing Regulations are duly complied with, not only in form but also in substance.
In compliance with the requirements of Companies Act, 2013 and Listing Regulations, your Board has approved various Policies including Code of Conduct for Directors & Senior Management, Material Subsidiary Policy, Insider Trading Code, Document Preservation Policy, Material Event Determination and Disclosure Policy, Fair Disclosure Policy, Corporate Social Responsibility Policy, Whistle Blower and Vigil Mechanism Policy, Related Party Transaction Policy, Dividend Distribution Policy and Remuneration Policy. All these policies and codes have been uploaded on Company’s website viz.www.dishtv.in and is accessible at https://www. dishtv.in/Pages/Investor/Corporate-Governance.aspx.
Additionally, Directors Familiarisation Programme and Terms and Conditions for appointment of Independent Directors can be viewed on Company’s website viz. www.dishtv.in.
In compliance with the requirements of Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee of your Board had fixed the criteria for nominating a person on the Board which inter alia include desired size and composition of the Board, age limits, qualification / experience, areas of expertise and independence of individual.
The Audit Committee of the Board has been vested with powers and functions relating to Risk Management which inter aliaincludes (a) review of risk management policies and business processes to ensure that the business processes adopted and transactions entered into by the Company are designed to identify and mitigate potential risk; (b) laying down procedures relating to Risk assessment and minimization; and (c) formulation, implementation and monitoring of the risk management plan.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Directors
As on March 31, 2017, your Board comprised of 6 Directors including 4 Independent Directors.
During the year under review, Mr. Eric Louis Zinterhofer, an Independent Director, tendered his resignation from the Board of the Company on account of him being resident of USA and not being able to attend the Board Meetings of the Company held in India. Mr. Zinterhofer resigned from the Board of the Company from the close of business hours of March 24, 2017. Your Board placed on record its appreciation for the contributions made by him during his tenure.
Pursuant to the Members’ approval at the 26th Annual General Meeting held on September 29, 2014, Mr. Bhagwan Das Narang and Mr. Arun Duggal were appointed as Independent Directors of the Company for a term of 3 (three) consecutive years from the date of the 26th Annual General Meeting upto the 29th Annual General Meeting of the Company to be held in the calendar year 2017. Special Resolution seeking members’ approval for appointing them as Independent Directors for the second term of 5 years from expiry of their current term forms part of the Notice of the ensuing Annual General Meeting. Your Company has received a notice in writing along with requisite deposit pursuant to Section 160 of Companies Act, 2013, proposing reappointment of Mr. Bhagwan Das Narang and Mr. Arun Duggal for second term and based on performance evaluation and contributions made by them, your Board recommends their appointment for the second term of 5 years from the date of the 29th Annual General Meeting upto the date of the 34th Annual General Meeting of the Company to be held in the calendar year 2022.
Mr. Ashok Kurien, Non-Executive Director is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible has offered himself for re-appointment. Your Board recommends his re-appointment.
Further, Mr. Lakshmi Chand, an Independent Director on the Board of the Company tendered his resignation with effect from August 17, 2017, on account of his other engagements and pre-occupations. Your Board took note of the said resignation at its meeting held on August 17, 2017 and placed on record its appreciation for the contributions made by him during his tenure.
During the year under review, there was no change in the Key Managerial personnel of the Company. However, Mr. Arun Kumar Kapoor, Chief Executive Officer, tendered his resignation from the close of working hours of May 15, 2017. Your Board placed on record its appreciation for the contributions made by him during his tenure. Based on the recommendation of Nomination and Remuneration Committee your Board appointed Mr. Anil Kumar Dua as the Group Chief Executive Officer of the Company in place of Mr. Kapoor with effect from May 17, 2017.
In compliance with the requirements of Section 203 of the Companies Act, 2013, as on the date of this report, Mr. Jawahar Lal Goel, Managing Director and Chairman, Mr. Anil Kumar Dua, Chief Executive Officer, Mr. Rajeev Kumar Dalmia, Chief Financial Officer and Mr. Ranjit Singh, Company Secretary of the Company are Key Managerial Personnel of the Company.
Chairman
Mr. Jawahar Lal Goel, continues to be the Chairman and Managing Director of the Company. During the tenure of Mr. Goel as Managing Director, the Company has continuously maintained strong growth in terms of revenue as well as continued its stronghold on the Direct To Home (DTH) market share. The Company has made considerable progress in all the spheres and has achieved tremendous growth and acquired goodwill and reputation in the business. Mr. Goel has spearheaded the organization with strong zeal and commitment despite strong competitive intensity, rise of digital cable network, regulatory challenges and technological upheavals.
Mr. Goel has led your Company in a highly competitive and volatile market to not just consolidate its market leadership but also in shaping the future of your Company into a modern, technology & innovation-driven organisation.
Board Diversity
As on March 31, 2017, your Board comprises of 6 Directors including 4 Independent Directors (inclusive of 1 women Director). The Company recognizes and embraces the importance of a diverse Board in its success. The Board has also adopted the Board Diversity Policy.
Board Meetings
The Board met seven times during the Financial Year, the details of which are given in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and Listing Regulations.
Declaration by Independent Directors
Independent Directors of the Company provide declarations, both at the time of appointment and annually, confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and the Listing Regulations. Your Company has received the said declarations from all the Independent Directors. In the opinion of the Board, Independent Directors fulfil the conditions specified in the Act, Rules made thereunder and Listing Regulations and are independent of the management.
Board Evaluation
A formal evaluation of the performance of the Board, it’s Committees, the Chairman and the individual Directors was carried out for the Financial Year 2016-17.
The Independent Directors of your Company, in a separate meeting held without presence of other Directors and management, evaluated the performance of the Chairman & Managing Director and other Non-Independent Directors along with performance of the Board/Board Committees based on various criteria recommended by Nomination & Remuneration Committee and ‘Guidance Note on Board Evaluation’ dated January 5, 2017 issued by SEBI. A report on such evaluation done by the Independent Directors was taken on record by the Board and further your Board, in compliance with requirements of Companies Act, 2013, evaluated performance of all Independent Directors based on various parameters including attendance, contribution etc.
Policy on Directors’ appointment and remuneration
In compliance with the requirements of Section 178 of the Companies Act, 2013, the ‘Nomination & Remuneration Committee’ (NRC Committee) of your Board had fixed the criteria for nominating a person on the Board which inter alia include desired size and composition of the Board, age limit, qualification / experience, areas of expertise and independence of individual. The Committee had also approved in-principle that the initial term of an Independent Director shall not exceed 3 years. Your Company has also adopted a Nomination, Appointment, Remuneration and Training Policy, salient features whereof is annexed to this report.
Further, pursuant to provisions of the Act, the NRC Committee of your Board has formulated the Remuneration Policy for the appointment and determination of remuneration of the Directors, Key Management Personnel, Senior Management and other Employees of your Company. The NRC Committee has also developed the criteria for determining the qualifications, positive attributes and independence of Directors and for making payments to Executive Directors of the Company.
The NRC Committee takes into consideration the best remuneration practices in the industry while fixing appropriate remuneration packages and for administering the long-term incentive plans, such as ESOPs. Further, the compensation package of the Directors, Key Management Personnel, Senior Management and other employees are designed based on the set of principles enumerated in the said policy. Your Directors affirm that the remuneration paid to the Directors, Key Management Personnel, Senior Management and other employees is as per the Remuneration Policy of your Company.
The Remuneration details of the Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary, along with details of ratio of remuneration of each Director to the median remuneration of employees of the Company for the FY under review are provided as Annexure to this Report.
Familiarisation Programme for Independent Directors
During the year under review, to familiarize the Directors with strategy, operations and functions of the Company, the senior managerial personnel made presentations about Company’s strategy, operations, product offering, market, technology, facilities and risk management. The Directors were also provided with relevant documents, reports and internal policies to enable them to familiarise with your Company’s procedures and practices, from time to time, besides regular briefing by the members of the senior leadership team.
Also the Board including all Independent Directors were given a detailed presentation on March 24, 2017 by J. Sagar Associates on various aspects of Companies Act, 2013, Listing Regulations including Roles and Duties of Directors, Procedural Aspects & provisions relating to merger, Insider Trading Regulations etc.
Further, at the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining their duties and responsibilities as a Director.
Detail of familiarisation program organized for Independent Directors during FY under review form part of Corporate Governance Report annexed hereto and are also posted on the Company’s website viz. www.dishtv. in and can be viewed on the following link: https://www. dishtv.in/Pages/Investor/Corporate-Governance.aspx.
Committees of the Board
In compliance with the requirements of Companies Act, 2013 and Listing Regulations your Board had constituted various Board Committees including Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. As on March 31, 2017, the Audit Committee of the Board consisted of Mr. B D Narang, an Independent Director as the Chairman of the Committee and Mr. Arun Duggal and Mr. Lakshmi Chand, both Independent Directors as its members.
Details of the constitution of these Committees, which are in accordance with regulatory requirements, have been uploaded on the website of the Company viz. www.dishtv.in. Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members therein form part of the Corporate Governance Report annexed to this report.
Vigil Mechanism
Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated Vigil Mechanism/Whistle Blower Policy which provides a robust framework for dealing with genuine concerns & grievances. The Policy provides opportunity to Directors/ Employees/Stakeholders of the Company to report concerns about unethical behavior, actual or suspected fraud of any Director and/or Employee of the Company or any violation of the Code of Conduct. Further during the year under review, no case was reported under the Vigil Mechanism. During Financial Year 2016-17, no individual was denied access to the Audit Committee for reporting concerns, if any.
AUDITORS
Statutory Auditors
At the 26th Annual General Meeting of the Company held on September 29, 2014, M/s. Walker Chandiok & Co. LLP, Chartered Accountants, Gurgaon, having Registration No 001076N/N-500013 were appointed as the Statutory Auditors of the Company to hold office till the conclusion of the 29th Annual General Meeting. In terms of Section 139 of the Companies Act, 2013 and the rules made thereunder re-appointment of the Statutory Auditors for the second term would require approval of the Shareholders at their meeting. The Board, on recommendation of the Audit Committee, has proposed to the members, the re-appointment of M/s Walker Chandiok & Co. LLP, Chartered Accountants, New Delhi, (Firm Registration No. 001076N/N-500013) as Statutory Auditors’ of the Company, for second term for a period of Five (5) consecutive years to hold office from the date of 29th Annual General Meeting until the conclusion of the 34th Annual General Meeting of the Company to be held in the calendar year 2022 and also to fix their remuneration.
In this regard, the Company has received necessary consent and certificate from M/s Walker Chndiok & Co LLP, Chartered Accountants, New Delhi, to the effect that their re-appointment, if made will be in accordance with Section 141 of the Companies Act, 2013 read with Companies (Audit & Auditors) Rules 2014.
Your Board is of the opinion that continuation of M/s Walker Chandiok & Co. LLP, Chartered Accountants, as Statutory Auditors will be in the best interests of the Company and therefore Members are requested to consider the their re-appointment as Statutory Auditors of the Company.
Secretarial Auditor
During the year, the Board re-appointed Mr. Jayant Gupta, Practicing Company Secretary, proprietor of M/s Jayant Gupta & Associates, Company Secretaries as the Secretarial Auditor of the Company for conducting the Secretarial Audit for the financial year 2016-17. The Secretarial Audit was carried out in compliance with Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The reports of Statutory Auditor and Secretarial Auditor forming part of this Annual report do not contain any qualification, reservation or adverse remarks. During the year the Statutory Auditors have not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under the applicable provisions of the Act.
Cost Auditor
In compliance with the requirements of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, M/s Chandra Wadhwa & Co., (Firm Registration No. 000239), Cost Accountants, were engaged to carry out Audit of Cost Records of the Company for the Financial Year 2016-17. The Board of your Company on the basis of the recommendation of the Audit Committee, had approved the re-appointment of M/s Chandra Wadhwa & Co., (Firm Registration No. 000239), Cost Accountants, as the Cost Auditors for the financial year ending March 31, 2018 on the same terms and conditions including remuneration.
Requisite proposal seeking ratification of remuneration payable to the Cost Auditor for the Financial Year 2016-17 as well as for the Financial Year 2017-18 by the Members as per Rule 14 of Companies (Audit and Auditors) Rules, 2014, forms part of the Notice of ensuing Annual General Meeting.
Reporting of frauds by Auditors
During the year under review, the Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this report.
DISCLOSURES:
i. Particulars of Loans, guarantees and investments:
Particulars of Loans, guarantees and investments made by the Company required under Section 186(4) of the Companies Act, 2013 and the Listing Regulations are contained in Note no. 49 to the Standalone Financial Statement.
ii. Borrowings and Debt Servicing: During the year under review, your Company has not accepted any Loans.
iii. Transactions with Related Parties: All related party transactions are placed before the Audit Committee for its approval and statement of all related party transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions along with arms-length justification. All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm’s Length basis. During the year under review, there have been no materially significant related party transactions as defined under Section 188 of the Act and Regulations 23 the Listing Regulations and accordingly no transactions are required to be reported in Form AOC-2 as per Section 188 of the Companies Act, 2013.
iv. Internal Financial Controls and their adequacy:
Your Company has a robust and well embedded system of internal controls. This ensures that all assets are safeguarded and protected against loss from unauthorised use or disposition and all financial transactions are authorised, recorded and reported correctly. Your Company has approved internal financial controls and policies / procedures to be adopted by the Company for orderly and efficient conduct of the business including safeguarding of assets, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically.
v. Deposits: Your Company has not accepted any public deposit under Chapter V of the Companies Act, 2013.
vi. Transfer to General Reserve: During the Financial Year under review, no amount has been transferred to the General Reserve of the Company
vii. Extract of Annual Return: The extract of Annual return in form MGT-9 as required under Section 92(3) of the Act read with Companies (Management & Administration) Rules, 2014 is annexed to this report.
viii. Sexual Harassment: The Company has zero tolerance for Sexual Harassment at workplace and has adopted a Policy on prevention of Sexual Harassment in line with the provisions of ‘The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redresssal) Act, 2013’ and the Rules made thereunder. There was no complaint on sexual harassment during the year under review.
ix. Regulatory Orders: No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company’s operations in future.
CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO
Your Company is in the business of providing Direct-to- Home (‘DTH’) services. Since the said activity does not involve any manufacturing activity, most of the Information required to be provided under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are not applicable.
However the information, as applicable, are given hereunder:
Conservation of Energy:
Your Company, being a service provider, requires minimal energy consumption and every endeavor is made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible.
Technology Absorption:
In its endeavor to deliver the best to its viewers and business partners, your Company is constantly active in harnessing and tapping the latest and best technology in the industry.
Foreign Exchange Earnings and Outgo:
Particulars of foreign currency earnings and outgo during the year are given in Note no. 27, 28 and 29 to the notes to the Accounts forming part of the Annual Accounts.
HUMAN RESOURCE MANAGEMENT
Your Company has been successful in attracting best of the talent from industry and academic institutions and has been effectively retaining them. The talent base of your Company has steadily increased and your Company has created a favorable work environment following the SAMWAD philosophy which encourages innovation, meritocracy and team collaboration. The Company is committed to nurturing, enhancing and retaining talent through superior Learning & Organization Development interventions. During the year, various programmes were initiated to upgrade the skill of the human resource of the Company. Your company also initiated interventions to align employees to company’s stated vision and core values.
Your Company believes that committed employees are vital for the sustained growth of the Company. The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business. Your Company has established policies and procedures to discover and use the employees’ capabilities and potential to increase their commitment and contribution to the overall organization.
The Company has a robust appraisal system based on MBO (Management by Objectives) philosophy with specified SLAs for each KRA. KRAs are set and appraisals are done following a top down approach and open performance discussions. We encourage meritocracy and reward excellence in performance. The employees display highest level of business integrity and ethics in their business conduct.
Your Directors place on record their appreciation for the significant contribution made by all employees, who through their competence, dedication, hard work, cooperation and support have enabled the Company to cross milestones on a continual basis.
PARTICULARS OF EMPLOYEES
As on March 31, 2017, the total numbers of permanent employees on the records of the Company were 394. The information required under Section 197 of the Companies Act, 2013 (‘Act’) read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, along with statement showing names and other particulars of the employees drawing remuneration in excess of the limits prescribed under the said rules is annexed to this report.
DIRECTORS’ RESPONSIBILITY STATEMENT
In terms of and pursuant to Section 134 of the Companies Act, 2013, in relation to the Annual Financial Statements for the Financial Year 2016-17, your Directors state and confirm that:
a) The Financial Statements of the Company -comprising of the Balance Sheet as at March 31, 2017 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis following applicable accounting standards and that no material departures have been made from the same;
b) Accounting policies selected were applied consistently and the judgments and estimates related to the financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017, and, of the profit of the Company for the year ended on that date;
c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act, to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities;
d) Requisite internal financial controls were laid down and that such financial controls are adequate and operating effectively; and
e) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
RISK MANAGEMENT SYSTEM & INTERNAL CONTROL SYSTEMS
Your Company follows a comprehensive system of Risk Management. It has adopted a policy and procedure for rapid identification, definition of risk mitigation plans and execution. Actions include adjustments in prices, dispatch plan, inventory build-up, and active participation in regulatory mechanisms. Many of these risks can be foreseen through systematic tracking. Major risks can be categorised across following:
1. Changes in regulations
2. Market contraction due to macro-economic factors
3. Socio-economic-political disruptions
Your Company has an effective internal control and risk mitigation system, which is constantly assessed and strengthened with standard operating procedures and which ensures that all the assets of the Company are safeguarded and protected against any loss and that all the transactions are properly authorized and recorded. The Company has laid down procedures to inform audit committee and board about the risk assessment and mitigation procedures, to ensure that the management controls risk through means of a properly defined framework. The internal control systems of your Company ensures that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized, recorded and reported correctly.
Your Company has in place adequate internal financial controls with reference to financial statements. Based on internal financial control framework and compliance systems established in the Company, the work performed by statutory, internal and secretarial auditors and reviews performed by the management and/or relevant Audit and other Committees of the Board, your Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2016-17. During the year, no reportable material weakness in the design or operation was observed.
Properly documented policies, guidelines and procedures are laid down for this purpose. The internal control system has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets.
The Company also has an Audit Committee, presently comprising of 3 (three) Non-Executive professionally qualified Directors, who interact with the Statutory Auditors, Internal Auditors and Auditees in dealing with matters within its terms of reference. The Committee inter alia deals with accounting matters, financial reporting and internal controls which also periodically reviews the Risk Management Process.
INSIDER TRADING CODE
In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (‘the PIT Regulations’) on prevention of insider trading, your Company had instituted a comprehensive Code of Conduct for regulating, monitoring and reporting of trading by Insiders. The said Code lays down guidelines, which advise Insiders on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of non-compliances.
Your Company has further put in place a Code of practices and procedures of fair disclosures of unpublished price sensitive information. Both the aforesaid Codes are in line with the PIT Regulations.
BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report (‘BRR’) has been prepared and forms part of the Annual Report as Annexure. The Report provides an overview of initiatives taken by your Company.
RATINGS
ICRA Limited, a Credit rating agency, has during the year under review assigned ICRA A (ICRA A plus) rating to Dish Infra Services Private Limited (Company’s wholly owned subsidiary) for the Long Term Loans and ICRA A / ICRA A1 for long-term/ short-term interchangeable facilities. Instruments with this rating are considered to have very strong degree of safety regarding timely payment of financial obligations. Such instruments carry lower credit risk.
CARE (Credit Analysis and Research Limited), a Credit rating agency has assigned the rating of CARE A (SO) to Dish Infra Services Private Limited (C
The Directors are pleased to present the 28th (Twenty Eighth) Annual
Report covering the business and operations of the Company and the
Annual Audited Financial Statements of the Company for the Financial
Year ended March 31, 2016.
FINANCIAL RESULTS
The Financial Performance of your Company for the Financial Year ended
March 31, 2016 is summarized below:
(Rs. In Lakhs)
Standalone - Year Ended Consolidated - Year Ended
Particulars Year ended Year ended Year ended Year ended
March 31, 2016 March 31, 2015 March 31, 2016 March 31, 2015
Sales &
Services 222,755 268,795 305,994 268,795
Other
Income 7,847 5,468 6,404 6,350
Total
Income 230,602 274,263 312,398 275,145
Total
Expenses 192,890 274,162 283,446 274,409
Profit/
(Loss)
before Tax
& Prior
Period Item 37,712 101 28,952 736
Prior Period
Item - - - -
Profit/(Loss)
before Tax 37,712 101 69,242 314
Profit from
continuing
operations
before tax 37,712 1,253 - -
Profit/(loss)
from
discontinuing
operations
before tax - (1,152) - -
- Current tax 260 - 3,310 422
- Deferred tax
credit (4,540) - (43,600) -
Profit from
continuing
operations
after tax 41,992 1,253 - -
Profit/(loss)
from
discontinuing
operations
after tax - (1,152) - -
Profit/(Loss)
after Tax 41,992 101 69,242 314
Profit/(Loss)
for the Year 41,992 101 69,242 314
Add: Balance
brought forward (197,862) (197,225) (198,019) (197,594)
Adjustment for
depreciation - (738) - (738)
Amount
available for
appropriations (155,870) (197,862) (128,777) (198,018)
Balance
Carried Forward (155,870) (197,862) (128,777) (198,018)
There have been no material changes and commitments that have occurred
after close of the financial year till the date of this report, which
affect the financial position of the Company.
DIVIDEND
The Board takes the pleasure to report that your Company becomes the
first Indian Direct To Home (''''DTH'''') operator to have profits in the
financial year. With sustained focus on the business, your Company has
reported a profit of Rs. 41,992 lacs during the financial year under
review. Pursuant to Section 123 of the Companies Act, 2013 read with
Companies (Declaration and Payment of Dividend), Rules, 2014, a Company
is required to set off accumulated losses of previous years /
depreciation not provided in previous years against profits of the
current year before declaration of any dividend. Since there is an
accumulated debit balance of Rs. 155,870 lacs in the profit and loss
account of the Company hence no dividend is recommended for the year
under review.
BUSINESS OVERVIEW
The year under review was a turnaround year for your Company with a
record profit of Rs. 41,992 lacs. The Company was able to achieve it
because of sustained focus towards the growth with HD initiatives being
the core of it and also by keeping a close eye on the costs. The year
under review continued to witness growth in gross revenue, gross
subscribers, EBITDA, and net profit. With Digitization being in full
swing, TV viewing experience of the audience will evolve further in
times to come. The outcome will integrate a diverse audience and pose
multiple challenges and only those who ride with the same pace will
stay ahead of their competition. At Dish TV, we understand the impact
and utility of digitalization which shall enable audience to experience
their favorite TV shows with highest quality possible. Dish TV has
empowered and transformed entertainment in India through the power of
digitization, offering more channels, On Demand Services and
Interactive Television Services. In addition, it continues to ensure
high quality of the received signal and uses a secure digital
distribution system. Consumers can experience new, improved services
with enhanced quality.
Marking a paradigm shift in the world of entertainment, Dish TV has
launched a set of innovative services, such as, On demand services like
Bhakti Active and Ibadat Active, which offers a new approach to
spirituality for Dish TV subscribers, Music Active, an advertisement
free all day music forum comprising of multi genre music. Worthy of
recognition is the Miniplex Service launched by Dish TV, offering
biggest Bollywood Blockbusters to its subscribers.
Dish TV continues to offer a wide array of multi-brand and multi
product portfolio to suit the needs of different consumer segments. It
has been a conscious effort of your the Company to lead on the content
front for both HD and SD channels. Continuing to push the HD growth
with bouquet of 43 HD channels, dishtruHD has taken the HD TV viewing
experience to the next level whilst also building a high-ARPU base of
HD users that helps in retention too. Evaluating the increase in trend
on the usage of recording, Dish TV now only offers recorder ready
set-top boxes which allows Indian consumers to taste the power of
pause/play and other recording features. With the up-gradation of
customers from Standard Definition (SD) to High Definition (HD) and
uptake from new launches, the Company expects to see an increasing
trend in the ARPU. The introduction of long term offers on recharges,
will aid retention.
The effort of Dish TV has always been to make entertainment accessible
in the most convenient ways to the consumers. A few examples of such
offerings are - DishOnline, stemming from high penetration of smart
phones and internet. The Indian consumer today is spending increasing
time on alternate screens like the laptop, tablet and smartphone, away
from the conventional TV viewing. Understanding the new dynamics of
evolving consumer trends of multi-screen behavior, this product
provides LIVE TV, on-demand movies, catch-up TV and video shows at the
press of a button on the app.
Dish TV has elevated the TV viewing experience to a whole new level
with its interactive gaming service Games Active and Playin TV offering
its subscribers exciting and interactive games. Dish TV through its
strategic approach and correct market evaluations has not only set
standard but also has evolved to be a Pacesetter.
During the year under review, Dish TV continued to engage subscribers
by providing wholesome entertainment experience through relevant
content, on demand services and the door step service and support. The
positive effect of the steps taken by the Company coupled with the
continuous efforts to control the costs yielded positive results in all
fronts of the business. It also provided an edge over competition and
the benefit of such service infrastructure will yield benefit in coming
years. Dish TV has always been a culture maker and High Definition
seems to be the culture today.
The need and time to transition is now. With the country rapidly
advancing towards digitization, there has been a simultaneous spurt in
the category. This provides immense growth potential for the company.
SUBSIDIARIES AND JOINT VENTURE OPERATIONS
Subsidiary in Sri Lanka
Your Company, upon the approval of Board of Directors, incorporated a
Joint Venture (''''JV'''') Company with Satnet (Private) Limited, a Company
incorporated under the Laws of Sri Lanka, in the name and style of
''''Dish T V Lanka (Private) Limited''''for providing Direct to Home Services
in Sri Lanka, on April 25, 2012 with a paid- up share capital of 1
million Sri Lankan Rupees. Your Company holds 70% of the paid-up share
capital and Satnet (Private) Limited holds 30% of the paid-up share
capital in Dish T V Lanka (Private) Limited. Dish T V Lanka (Private)
Limited has commenced the operations under the requisite licenses and
permissions obtained from regulatory authorities. The Company has also
been registered as a Board of Investment (''''BOI'''') approved Company in
Sri Lanka. The registration with BOI grants various benefits to the
Company including duty free imports of the equipment and set top box
for one year, tax holiday of 7 years etc.
Subsidiaries in India
Your Company, upon the approval of Board of Directors and the Members
of the Company, acquired the entire share capital of Xingmedia
Distribution Private Limited (''''Xingmedia'''') on March 24, 2014. Upon
requisite approvals, the name of Xingmedia has been changed to ''''Dish
Infra Services Private Limited''''(''''Dish Infra'''').Post approval of Members
of the Company by way of Special Resolution passed by Postal Ballot,
the non-core business of the Company (undertaking pertaining to the
provision of infra support services to the subscribers for facilitating
the DTH services including the instruments which are required for
receiving DTH signals such as set top boxes (STB), dish antenna, Low
Noise Boxes (LNB) and other customer related services including call
centre services and repairs) has been transferred to Dish Infra with
effect from April 1, 2015. Dish Infra has commenced its commercial
operations (including call center and back end support service to the
Company) in the first quarter of the Financial Year 2015-16.
Upon nomination by the Company, one Independent Director of the Board
has been appointed as an Independent Director on the Board of Dish
Infra (Company''''s material non-listed Indian Subsidiary) in compliance
with the provisions of Regulation 24 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (''''Listing Regulations'''').
Joint Venture in India
Your Company, upon the approval of Board of Directors incorporated a
Joint Venture Company in the name and style ''''C&S Medianet Private
Limited''''on May 5, 2016. C&S Medianet Private Limited''''s initial paid up
capital is Rs. 100,000. Your Company holds 48% of the initial capital
and Siti Cable Network Limited also hold 48% of the initial capital.
The said Company shall act as a negotiating agency for Content/
Advertisement Sales/ Carriage etc. for the television channel
distribution industry (DTH and Cable). The said Company is yet to
commence its operations.
Audited Accounts of Subsidiary Companies
Your Company has prepared the Audited Consolidated Financial Statements
in accordance with Section 129(3) of the Companies Act 2013 read with
applicable Accounting Standards and Listing Regulations, 2015. The
Statement pursuant to Section 129(3) of Companies Act, 2013, and Rule 5
of Companies (Accounts) Rules, 2014 highlighting the summary of the
financial performance of the subsidiaries is annexed to this Report.
As required under the Accounting Standard-21 ? ''''Consolidated Financial
Statements'''', issued by the Institute of Chartered Accountants of India
(''''ICAI'''') and applicable provisions of the Listing Regulations, the
Audited Consolidated Financial Statements of the Company reflecting the
Consolidation of the Accounts of its subsidiaries are included in this
Annual Report. Further, a statement containing the salient features of
the financial statements of our subsidiaries in the prescribed format
AOC -1 is appended to this report.
In accordance with Section 136 of the Companies Act, 2013, the audited
financial statements including the consolidated financial statements
and related information of the Company and audited accounts of
subsidiaries are available on the website of the Company viz.
www.dishtv.in. These documents will also be available for inspection
during business hours at the Registered Office of the Company.
Your Company has a policy for determining Material Subsidiaries. The
Policy is disclosed on the Company''''s website viz. www.dishtv.in and is
accessible at http://www.
dishtv.in/Pages/Investor/Corporate-Governance.aspx
LISTING
Your Company''''s fully paid up equity shares continue to be listed and
traded on National Stock Exchange of India Limited (''''NSE'''') and BSE
Limited (''''BSE''''). Both these Stock Exchanges have nation-wide trading
terminals and hence facilitates the shareholders/investors of the
Company in trading the shares. The Company has paid the annual listing
fee for the Financial Year 2016-17 to the said Stock Exchanges.
The Company has also paid the annual maintenance fee to the Luxembourg
Stock Exchange in respect of its Global Depository Receipts (''''GDR'''') for
the year 2016.
DEPOSITORIES
Your Company has arrangements with National Securities Depository
Limited (''''NSDL'''') and Central Depository Services (India) Limited
(''''CDSL''''), the Depositories, for facilitating the members to trade in
the fully paid up equity shares of the Company in Dematerialized form.
The Annual Custody fees for the Financial Year 2016-17 has been paid to
both the Depositories.
SHARE CAPITAL
During the year under review, your Company has allotted 293,250 fully
paid equity shares, upon exercise of Stock Option by the eligible
Employees of the Company, pursuant to the Employee Stock Option Scheme
- 2007 (''''ESOP - 2007'''') of the Company and these shares were duly
admitted for trading on the stock exchanges viz. NSE and BSE.
During the Financial Year 2008-09, your Company had come up with Right
Issue of 518,149,592 equity shares of Rs. 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 from
the concerned shareholders, during the year under review, the Company
converted 10,837 equity shares from Rs. 0.50 each paid up to Rs. 0.75 each
paid up and 17,447 equity shares from Rs. 0.75 each paid up to Rs. 1 each
fully paid up.
Pursuant to the issue of further equity shares under ESOP scheme and
subsequent to conversion of partly paid equity shares, the paid up
capital of your Company during the year has increased from Rs.
1,065,551,110.75 (comprising of 1,065,519,640 fully paid up equity
shares of Rs. 1 each, 21,993 equity shares of Rs. 1 each, paid up Rs. 0.75
per equity share & 29,952 equity shares of Rs. 1 each, paid up Rs. 0.50 per
equity share) to Rs. 1,065,851,431.75 (comprising of 1,065,830,337 fully
paid up equity shares of Rs. 1 each,15,383 equity shares of Rs. 1 each,
paid up Rs. 0.75 per equity share & 19,115 equity shares of Rs. 1 each,
paid up Rs. 0.50 per equity share).
EMPLOYEE STOCK OPTION SCHEME
In compliance with the Securities and Exchange Board of India (Share
Based Employee Benefits) Regulations, 2014, as amended from time to
time, your Board had authorized the Nomination and Remuneration
Committee (formerly ''''Remuneration Committee'''') to administer and
implement the Company''''s Employees Stock Option Scheme (ESOP ? 2007)
including deciding and reviewing the eligibility criteria for grant and
/or issuance of stock options under the Scheme. The ESOP Allotment
Committee of the Board considers, reviews and allots equity shares to
the eligible Employees exercising the stock options under the Employee
Stock Option Scheme (ESOP ? 2007) of the Company.
During the period under review, the Nomination and Remuneration
Committee (formerly ''''Remuneration Committee'''') of the Board granted
1,53,200 stock options to the eligible Employees as per the ESOP ? 2007
of the Company. The Company, during the year, allotted 2,93,250 fully
paid equity shares, upon exercise of the stock options by eligible
Employees under the ESOP ? 2007.
Applicable disclosures relating to Employees Stock Options as at March
31, 2016, pursuant to SEBI (Share Based Employee Benefits) Regulations,
2014, as amended from time to time, are set out in the Annexure to this
Report and the details are also placed on the website of the Company at
http://www.dishtv.in/Pages/ Investor/Corporate-Governance.aspx. The
ESOP-2007 Scheme of the Company is in compliance with SEBI (Share Based
Employee Benefits) Regulations, 2014
Statutory Auditors''''certificate to the effect that the ESOP ? 2007
Scheme of the Company has been implemented in accordance with the SEBI
Guidelines and as per the resolution passed by the members of the
Company, as prescribed under Regulation 13 of the SEBI (Share Based
Employee Benefits) Regulations, 2014, has been obtained and shall be
available for inspection at the Annual General Meeting of the Company.
Copy of the same shall also be available for inspection at the
Registered Office of the Company on all working days (Monday to Friday)
between 2.00 P.M. to 4.00 P.M. up to the date of Annual General
Meeting of the Company.
RIGHT ISSUE OF SHARES & UTILISATION OF PROCEEDS THEREOF
Out of the total Right Issue size of Rs. 113,992.91 Lacs, the Company has
received a sum of Rs. 113,986.35 Lacs towards the share application and
call money(s) as at March 31, 2016.
The details of utilization of Rights Issue proceeds are placed before
the Audit Committee and the Board on a quarterly basis. Further, the
Company also provides the details of the utilization of Rights Issue
proceeds to IDBI Bank Limited, the Monitoring Agency of the Company,on
half yearly basis along with Auditors''''Certificate on Utilization and
furnishes the Monitoring Report to the Stock Exchanges.
The Board at its meeting held on May 28, 2009 approved to make changes
in the manner of usage of right issue proceeds. The utilization of
rights issue proceeds as on March 31, 2016, is as under:
Particulars Amount
(Rs. In Lakhs)
Repayment of loans 28,421.44
Repayment of loans received after 24,300.00
launch of the Rights Issue
General Corporate Purpose 34,720.40
Acquisition of Consumer Premises 26,000.00
Equipment (CPE)
Right Issue Expenses 544.52
Total 113,986.36
The half yearly Monitoring Reports issued by IDBI Bank Limited, the
Monitoring Agency of the Company, containing deviation from the
original proposed expenditure plan and in accordance with the approved
revised plan was recorded by the Audit Committee and the Board at their
respective meetings and necessary compliance in this regard had been
carried out.
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 were fully subscribed by Apollo
India Private Equity II (Mauritius) Limited. The underlying shares
against each of the GDRs were issued in the name of the Depository -
Deutsche Bank Trust Company Americas. As on March 31, 2016, NIL GDRs
are outstanding, the underlying shares of which forms part of the
existing paid up capital of the Company.
The manner of utilization of GDR proceeds as on March 31, 2016, is as
under:
Particulars Amount
(Rs. In Lakhs)
Acquisition of FA including CPE 7,669.88
GDR Issue Expenses 344.63
Advance against Share Application
Money given to erstwhile Subsidiary 56.14
Repayment of Bank Loans 755.22
Operation Expenses including interest
payment bank charges, exchange
fluctuation 21,819.05
Less: Interest earned-realized (439.94)
Balance with non-scheduled bank 27,570.40
Total 57,775.37
NON CONVERTIBLE DEBENTURES
Your Company had issued and allotted 200 (Two Hundred Only) Rated,
Unlisted, Secured, Redeemable Non- Convertible Debentures ("NCDs") of
the Face value of Rs. 1,00,00,000/- (Rupees One Crores Only) each, for
cash, aggregating to Rs. 200,00,00,000/-(Rupees Two Hundred Crores
Only) on Private Placement basis on October 1, 2014.
Pursuant to the Business Transfer Agreement dated February 25, 2015
between the Company and its Wholly owned subsidiary viz. Dish Infra
Services Private Limited for transfer of its Non-core business on a
slump sale basis, effective from April 1, 2015, the Company has inter
alia novated its debt obligations (Non-Convertible debentures) to Dish
Infra Services Private Limited on the same terms and conditions.
Accordingly, the said Non-Convertible debentures in the Company were
extinguished along with all its obligations as on the close of March
31, 2015 and no NCDs are outstanding as on close of year under review.
REGISTERED OFFICE
The Registered Office of the Company is presently situated at National
Capital Territory of Delhi at ''''Essel House, B ? 10, Lawrence Road
Industrial Area, Delhi ? 110 035''''. The Board of Directors at their
meeting held on August 12, 2016 approved shifting of the Registered
Office of the Company to State of Maharashtra, Mumbai for ease of
administration and cost effectiveness, which shifting is subject to the
approval of the Shareholders and the appropriate authorities. The shift
will bring in management ease and efficiency and would in no way be
detrimental to the interest of any member of the public, employees and
associates of the Company in any manner. After obtaining the
permission/approval of change of Registered Office from concerned
authority(ies), the Registered Office of the Company shall be shifted
from Delhi to Mumbai.
REGISTRAR & SHARE TRANSFER AGENT
During the first quarter of Calendar Year 2016, SEBI had issued an
order dated March 22, 2016 inter alia restraining Sharepro Services
(India) Pvt. Ltd. (''''Sharepro'''') from involving in market related
activities. The SEBI had also required the clients of Sharepro to
undertake an Assurance Audit. Further, SEBI has also advised the
clients of Sharepro to explore appointing another RTA in place of
Sharepro. The Assurance Audit of records and systems of Sharepro done
at the behest of your Company by M/s. MKB Associates, Company
Secretaries did not reveal any irregularity or violations with respect
to transfer of securities during the audit period. In terms of the
order of the SEBI, the Assurance Audit Report was submitted to the
Stock Exchanges.
Subsequently, in pursuance of the advisory issued by SEBI vide Order
dated March 22, 2016 your Company has appointed M/s. Link Intime India
Private Ltd. as the R&T Agent in place of Sharepro. The said changeover
of R&T agent took place with effect from July 1, 2016.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Statement for the year under review
as provided under Listing Regulations is separately attached hereto and
forms a part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
In compliance with requirements of Section 135 of the Companies Act,
2013, your Company has constituted a Corporate Social Responsibility
Committee (CSR Committee). The CSR Committee comprises of two
Independent Directors and the Managing Director. The Committee has
approved the CSR Policy with Education, Health Care, Women Empowerment
and Sports as primary focus area. Your Company shall spend at least 2%
of the average net profits of the Company made during the three
immediately preceding Financial Years in pursuance of its Corporate
Social Responsibility Policy when the Company has average aggregate net
profits for a period of three consecutive Financial Years. The details,
to the extent applicable, as prescribed under Companies (Corporate
Social Responsibility Policy) Rules, 2014 are provided as Annexure to
this report.
POSTAL BALLOT
During the year under review, your Company sought the approval of the
Shareholders on the following matters, vide Postal Ballot Notice dated
February 3, 2016:
- Special Resolution under Section 4 and 13 of the Companies Act, 2013
for Amendments to Objects Clause of the Memorandum of Association.
- Special Resolution under Section 4 and 13 of the Companies Act, 2013
for Amendment to Clause IV of the Memorandum of Association.
The said notice along with Postal Ballot Form and Business Reply
Envelopes were duly sent to the Shareholders and your Company also
offered E-Voting facility as an alternate option for voting by the
Shareholders, which enabled them to cast their votes electronically,
instead of Physical Postal Ballot Form. The result on the voting
conducted through Postal Ballot process was declared on March 29, 2016.
The procedure prescribed under Section 110 of the Companies Act, 2013
read with the Companies (Management and Administration) Rules 2014, was
adopted for conducting the Postal Ballot.
Further, details related to the Postal Ballot procedure adopted, voting
pattern and result thereof have been provided under the General Meeting
Section of ''''Report on Corporate Governance''''.
CORPORATE GOVERNANCE AND POLICIES
''''Corporate Governance''''is an ethically driven business process that is
committed to values aimed at enhancing an organization''''s brand and
reputation in order to achieve the objectives of the organization
transparently. This is ensured by taking ethical business decisions
and conducting business with a commitment to values, while meeting
shareholder''''s expectations. Your Company is committed to benchmarking
itself with the global standards of Corporate Governance. It has put in
place an effective Corporate Governance system which ensures that
provisions of the Act and Listing Regulations are duly complied with,
not only in form but also in substance.
Your Company believes that maintaining the highest standards of
Corporate Governance is imperative in its pursuit of leadership in the
Direct to Home (''''DTH'''') business. The Company continues to focus its
resources, strengths and strategies to achieve its vision of continuing
to be the leader in DTH Industry.
Your Company considers it an inherent responsibility to disclose timely
and accurate information and also places high emphasis on best business
practices and standards of governance besides strictly complying with
the requirements applicable Listing Regulations and Companies Act,
2013.
In terms of Schedule V of Listing Regulations, a detailed report on
Corporate Governance along with Compliance Certificate issued by the
Statutory Auditors of the Company is attached and forms an integral
part of this Annual Report. Management Discussion and Analysis Report
and Business Responsibility Report as per Listing Regulations are
presented in separate sections forming part of the Annual Report. The
said Reports will also be available on the Company''''s website
www.dishtv. in as part of the Annual Report.
In compliance with the requirements of Companies Act, 2013 and Listing
Regulations, your Board has approved various Policies including Code of
Conduct for Directors & Senior Management, Material Subsidiary Policy,
Insider Trading Code, Document Preservation Policy, Material Event
Determination and Disclosure Policy, Fair Disclosure Policy, Corporate
Social Responsibility Policy, Whistle Blower and Vigil Mechanism
Policy, Related Party Transaction Policy and Remuneration Policy. All
these policies and codes have been uploaded on Company''''s website viz.
www.dishtv.in and is accessible at http://www.dishtv.in/Pages/Investor/
Corporate-Governance.aspx. Additionally, Directors Familiarisation
Programme and Terms and Conditions for appointment of Independent
Directors can be viewed on Company''''s website viz. www.dishtv.in.
In compliance with the requirements of Section 178 of the Companies
Act, 2013, the Nomination & Remuneration Committee of your Board had
fixed the criteria for nominating a person on the Board which inter
alia include desired size and composition of the Board, age limits,
qualification / experience, areas of expertise and independence of
individual. The Committee had also approved in-principle that the
initial term of an Independent Director shall not exceed 3 years.
The Audit Committee of the Board has been vested with powers and
functions relating to Risk Management which inter alia includes (a)
review of risk management policies and business processes to ensure
that the business processes adopted and transactions entered into by
the Company are designed to identify and mitigate potential risk; (b)
laying down procedures relating to Risk assessment and minimization;
and (c) formulation, implementation and monitoring of the risk
management plan.
MATERIAL CHANGES AND COMMITMENTS
No material change and/or commitment affecting the financial position
of your Company have occurred between April 1, 2015 and the date of
signing of this Report.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Directors
As on March 31, 2016, your Board comprises of 7 Directors including 5
Independent Directors.
During the year under review, the Board had inducted Dr. Rashmi
Aggarwal as an Additional Independent Director with effect from May 26,
2015. The Members of the Company at their 27th Annual General Meeting
held on September 29, 2015 approved the appointment of Dr. Rashmi
Aggarwal as an Independent Director, not liable to retire by rotation
upto the conclusion of 30th Annual General Meeting of the Company to be
held in the Calendar year 2018.
During the year under review, Dr. Subhash Chandra ? Non Executive
Promoter Chairman, Mr. Mintoo Bhandari ? Non Executive Nominee Director
of Apollo India Private Equity II (Mauritius) Limited and Mr. Utsav
Baijal ? Alternate Director to Mr. Mintoo Bhandari, tendered their
resignations from the close of business hours of October 27, 2015. Your
Board places on record its appreciation for the contributions made by
the aforementioned Directors. Further, upon resignation of the Chairman
of the Board, the Board of Directors of your Company nominated Mr.
Jawahar Lal Goel, as the Chairman of the Board.
Mr. Ashok Kurien, Non-Executive Director is liable to retire by
rotation at the ensuing Annual General Meeting and, being eligible has
offered himself for re-appointment. Your Board recommends his re-
appointment.
Chairman
Mr. Jawahar Lal Goel, the Managing Director of the Company was elevated
as the Chairman of the Company with effect from October 27, 2015,
consequent to resignation of Dr. Subhash Chandra as Chairman and
Non-Executive Promoter Director.
During the tenure of Mr. Goel as Managing Director, the Company has
continuously maintained strong growth in terms of revenue as well as
continued its stronghold on the Direct To Home (DTH) market share.
Under the leadership of Mr. Goel, the Company became the First DTH
operator of this Country to become Profitable. The Company has made
considerable progress in all the spheres and has achieved tremendous
growth and acquired goodwill and reputation in the business. Mr. Goel
has spearheaded the organization with strong zeal and commitment
despite strong competitive intensity, rise of digital cable network,
regulatory challenges and technological upheavals.
Mr. Goel has led your Company in a highly competitive and volatile
market to not just consolidate its market leadership but also is
shaping the future of your Company into a modern, technology &
innovation- driven organisation.
Board Diversity
As on March 31, 2016, your Board comprises of 7 Directors including 5
Independent Directors. The Company recognizes and embraces the
importance of a diverse Board in its success. The Board has also
adopted the Board Diversity Policy.
Board Meetings
The Board met six times during the Financial Year, the details of which
are given in the Corporate Governance Report which forms part of this
Annual Report. The intervening gap between any two meetings was within
the period prescribed by the Companies Act, 2013 and Listing
Regulations.
Declaration by Independent Directors
Independent Directors of the Company provide declarations, both at the
time of appointment and annually, confirming that they meet the
criteria of independence as prescribed under Companies Act, 2013 and
the Listing Regulations.
Key Managerial Personnel
During the year under review, Mr. Rajagopal Chakravarthi Venkateish,
Chief Executive Officer, Key Managerial Personnel of the Company,
resigned from the Company from the close of business hours of October
31, 2015. Your Board places on record its appreciation for the
contributions made by Mr. Venkateish. Based on the recommendations by
the Nomination and Remuneration Committee, your Board appointed Mr.
Arun Kumar Kapoor as the Chief Executive Officer of the Company with
effect from November 23, 2015.
In compliance with the requirements of Section 203 of the Companies
Act, 2013, Mr. Jawahar Lal Goel, Managing Director and Chairman, Mr.
Arun Kumar Kapoor, Chief Executive Officer, Mr. Rajeev Kumar Dalmia,
Chief Financial Officer and Mr. Ranjit Singh, Company Secretary of the
Company are Key Managerial Personnel of the Company.
Board Evaluation
The Independent Directors of your Company, in a separate meeting held
without presence of other Directors and management, evaluated the
performance of the Chairman & Managing Director and other Non-
Independent Directors along with performance of the Board/Board
Committees based on various criteria recommended by Nomination &
Remuneration Committee. A report on such evaluation done by the
Independent Directors was taken on record by the Board and further your
Board, in compliance with requirements of Companies Act, 2013,
evaluated performance of all Independent Directors based on various
parameters including attendance, contribution etc.
Policy on Directors''''appointment and remuneration
In compliance with the requirements of Section 178 of the Companies
Act, 2013, the ''''Nomination & Remuneration Committee''''(NRC Committee) of
your Board had fixed the criteria for nominating a person on the Board
which inter alia include desired size and composition of the Board, age
limit, qualification/experience, areas of expertise and independence of
individual. The Committee had also approved in-principle that the
initial term of an Independent Director shall not exceed 3 years. Your
Company has also adopted a Nomination, Appointment, Remuneration and
Training Policy, salient features whereof is annexed to this report.
Further, pursuant to provisions of the Act, the NRC Committee of your
Board has formulated the Remuneration Policy for the appointment and
determination of remuneration of the Directors, Key Management
Personnel, Senior Management and other Employees of your Company. The
NRC Committee has also developed the criteria for determining the
qualifications, positive attributes and independence of Directors and
for making payments to Executive Directors of the Company.
The NRC Committee takes into consideration the best remuneration
practices in the industry while fixing appropriate remuneration
packages and for administering the long-term incentive plans, such as
ESOPs. Further, the compensation package of the Directors, Key
Management Personnel, Senior Management and other employees are
designed based on the set of principles enumerated in the said policy.
Your Directors affirm that the remuneration paid to the Directors, Key
Management Personnel, Senior Management and other employees is as per
the Remuneration Policy of your Company.
Familiarisation Programme for Independent Directors
During the year under review, to familiarize the Directors with
strategy, operations and functions of the Company, the senior
managerial personnel made presentations about Company''''s strategy,
operations, product offering, market, technology, facilities and risk
management. The Directors were also provided with relevant documents,
reports and internal policies to enable them to familiarise with your
Company''''s procedures and practices, from time to time, besides regular
briefing by the members of the senior leadership team.
Also the Board including all Independent Directors were given a
detailed presentation on February 3, 2016 by S. R. Batliboi & Co. LLP
on the various aspects of Companies Act, 2013, Roles and
responsibilities of Directors, road map and key issues of Ind-AS and
Income Computation disclosure standards.
Further, at the time of appointment of an Independent Director, the
Company issues a formal letter of appointment outlining their duties
and responsibilities as a Director.
Detail of familiarisation program organized for Independent Directors
during FY under review form part of Corporate Governance Report annexed
hereto and are also posted on the Company''''s website, www.dishtv. in
and can be viewed on the following link: http://www.
dishtv.in/Pages/Investor/Corporate-Governance.aspx.
Committees of the Board
Currently, the Board has seven standing committees viz. Audit
Committee, Nomination and Remuneration Committee, Corporate Social
Responsibility Committee, Stakeholders''''Relationship Committee, ESOP
Allotment Committee, Finance Committee and Cost evaluation and
rationalization committee. The Audit Committee of the Board comprises
of 3 (Three) members, all being Independent Directors, with Mr. B.D.
Narang, Non-Executive Independent Director, as its Chairman and Mr.
Arun Duggal and Mr. Lakshmi Chand as the members of the Audit
Committee. During year under review, all recommendations of the Audit
Committee were accepted by the Board of Directors of the Company.
Details of the constitution of these Committees, which are in
accordance with regulatory requirements, have been uploaded on the
website of the Company viz. www.dishtv.in. A detailed note on the
Board and its Committees is provided under the Report on Corporate
Governance section.
Vigil Mechanism
The Board has adopted a Whistle Blower Policy (Vigil Mechanism) to
provide opportunity to Directors/ Employees/Stakeholders of the Company
to report concerns about unethical behavior, actual or suspected fraud
of any Director and/or Employee of the Company or any violation of the
Code of Conduct. Further during the year under review, no case was
reported under the Vigil Mechanism.
AUDITORS
Statutory Auditors
At the 26th Annual General Meeting of the Company held on September 29,
2014, Walker Chandiok & Co. LLP, Chartered Accountants, Gurgaon, having
Registration No. 001076N/N-500013 were appointed as the Statutory
Auditors of the Company to hold office till the conclusion of the 29th
Annual General Meeting. In terms of the first proviso to Section 139 of
the Companies Act, 2013, the appointment of the Auditors shall be
placed for ratification at every Annual General Meeting. Accordingly,
the appointment of Walker Chandiok & Co. LLP, Chartered Accountants,
as Statutory Auditors of the Company, is placed for ratification by the
Shareholders. In this regard, the Company has received an eligibility
certificate from the Statutory Auditors to the effect that the
ratification of their appointment, would be in accordance with Sections
139 and 141 of the Act.
Your Board is of the opinion that continuation of Walker Chandiok & Co.
LLP, Chartered Accountants, as Statutory Auditors during and for
certifying the financial statements for FY 2016-17, will be in the best
interests of the Company and therefore Members are requested to
consider the ratification of their appointment as Statutory Auditors of
the Company for signing financial statements and issue reports for the
period ending March 31, 2017. The ratification proposed is within the
time frame for transition as provided under the third proviso to
sub-section (2) of Section 139 of Companies Act 2013.
Secretarial Auditor
During the year, the Board re-appointed Mr. Jayant Gupta, Practicing
Company Secretary, proprietor of M/s Jayant Gupta & Associates, Company
Secretaries as the Secretarial Auditor of the Company for conducting
the Secretarial Audit for the financial year 2015-16. The Secretarial
Audit was carried out in compliance with Section 204 of the Companies
Act, 2013 and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
The reports of Statutory Auditor and Secretarial Auditor forming part
of this Annual report do not contain any qualification, reservation or
adverse remarks. During the year the Statutory Auditors have not
reported any matter under Section 143 (12) of the Act, therefore no
detail is required to be disclosed under the applicable provisions of
the Act.
DISCLOSURES
i. Particulars of Loans, guarantees and investments: Particulars of
Loans, guarantees and investments made by the Company required under
Section 186(4) of the Companies Act, 2013 are contained in Note No. 49
to the Standalone Financial Statement.
ii. Borrowings and Debt Servicing: During the year under review, your
Company has met all its obligations towards repayment of principal and
interest on loans availed.
iii. Transactions with Related Parties: None of the transactions with
related parties fall under the scope of Section 188(1) of the Act. All
Related Party Transactions entered during the year were in Ordinary
Course of the Business and on Arm''''s Length basis. No Material Related
Party Transactions, i.e. transactions exceeding ten percent of the
annual consolidated turnover as per the last audited financial
statements, were entered during the year by your Company. Accordingly,
the disclosure of Related Party Transactions as required under Section
134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.
iv. Deposits: Your Company has not accepted any public deposit under
Chapter V of the Companies Act, 2013.
v. Extract of Annual Return: The extract of Annual return in form MGT-9
as required under Section 92(3) of the Act read with Companies
(Management & Administration) Rules, 2014 is annexed to this report.
vi. Sexual Harassment: The Company has zero tolerance for Sexual
Harassment at workplace and has adopted a Policy on prevention of
Sexual Harassment in line with the provisions of ''''The Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redresssal) Act,
2013''''and the Rules made thereunder. There was no complaint on sexual
harassment during the year under review.
vii. Regulatory Orders: No significant or material orders were passed
by the regulators or courts or tribunals which impact the going concern
status and Company''''s operations in future.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO
Your Company is in the business of providing Direct- to- Home (''''DTH'''')
services. Since the said activity does not involve any manufacturing
activity, most of the Information required to be provided under Section
134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014, are not applicable.
However the information, as applicable, are given hereunder:
Conservation of Energy:
Your Company, being a service provider, requires minimal energy
consumption and every endeavor is made to ensure optimal use of energy,
avoid wastages and conserve energy as far as possible.
Technology Absorption:
In its endeavor to deliver the best to its viewers and business
partners, your Company is constantly active in harnessing and tapping
the latest and best technology in the industry.
Foreign Exchange Earnings and Outgo:
Particulars of foreign currency earnings and outgo during the year are
given in Note No. 29, 30 and 31 to the notes to the Accounts forming
part of the Annual Accounts.
HUMAN RESOURCE MANAGEMENT
Your Company has been successful in attracting best of the talent from
industry and academic institutions and has been successful in retaining
them. We hire for talent, passion and right attitude through latest
recruitment and selection practices. We have established our reputation
for being a vibrant learning organization driven by passion. We provide
conducive and healthy climate with values of openness, enthusiasm,
experimentation and collaboration. We deploy quality HR services to
attract, develop, motivate and retain a diverse workforce with
supportive work environment.The Company is committed to nurturing,
enhancing and retaining talent through superior learning & Organization
Development interventions.
Long-term development of human capital and strategic deployment of
retention tools is at the core of your Company''''s strategy. Your Company
believes that committed employees are vital for the sustained growth of
the Company. The Company takes pride in the commitment, competence and
dedication shown by its employees in all areas of business. Your
Company has established policies and procedures to discover and use the
employees''''capabilities and potential to increase their commitment and
contribution to the overall organization.
The Company has a robust appraisal system based on MBO (Management by
Objectives) philosophy following a top down approach and open
performance discussions. We encourage meritocracy and reward
excellence in performance. The employees display highest level of
business integrity and ethics in their business conduct.
Your Directors place on record their appreciation for the significant
contribution made by all employees, whothrough their competence,
dedication, hard work, co-operation and support have enabled the
Company to cross new milestones on a continual basis.
PARTICULARS OF EMPLOYEES
As on March 31, 2016, the total numbers of employees on the records of
the Company were 388. The information required under Section 197 of the
Companies Act, 2013 (''''Act'''') read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, along with statement
showing names and other particulars of the employees drawing
remuneration in excess of the limits prescribed under the said rules is
annexed to this report.
DIRECTORS''''RESPONSIBILITY STATEMENT
In terms of and pursuant to Section 134 of the Companies Act, 2013, as
amended from time to time, in relation to the Annual Financial
Statements for the Financial Year 2015-16, your Directors confirm the
following:
a) The Financial Statements of the Company - comprising of the Balance
Sheet as at March 31, 2016 and the Statement of Profit & Loss for the
year ended on that date, have been prepared on a going concern basis
following applicable accounting standards and that no material
departures have been made from the same;
b) Accounting policies selected were applied consistently and the
judgments and estimates related to the financial statements have been
made on a prudent and reasonable basis, so as to give a true and fair
view of the state of affairs of the Company as at March 31, 2016, and,
of the profit of the Company for the year ended on that date;
c) Proper and sufficient care has been taken for maintenance of
adequate accounting records in accordance with the provisions of the
Act, to safeguard the assets of the Company and for preventing and
detecting fraud and other irregularities;
d) Requisite internal financial controls were laid down and that such
financial controls are adequate and operating effectively; and
e) Proper systems have been devised to ensure compliance with the
provisions of all applicable laws and such systems are adequate and
operating effectively.
RISK MANAGEMENT SYSTEM & INTERNAL CONTROL SYSTEMS
Your Company has an effective internal control and risk mitigation
system, which is constantly assessed and strengthened with standard
operating procedures and which ensures that all the assets of the
Company are safeguarded and protected against any loss and that all the
transactions are properly authorized and recorded. The Company has
laid down procedures to inform audit committee and board about the risk
assessment and mitigation procedures, to ensure that the management
controls risk through means of a properly defined framework. The
internal control systems of your Company ensures that all assets are
safeguarded and protected against loss from unauthorized use or
disposition and those transactions are authorized, recorded and
reported correctly.
Your Company has in place adequate internal financial controls with
reference to financial statements. Based on internal financial control
framework and compliance systems established in the Company, the work
performed by statutory, internal and secretarial auditors and reviews
performed by the management and/or relevant Audit and other Committees
of the Board, your Board is of the opinion that the Company''''s internal
financial controls were adequate and effective during the financial
year 2015-16. During the year, no reportable material weakness in the
design or operation was observed.
Properly documented policies, guidelines and procedures are laid down
for this purpose. The internal control system has been designed to
ensure that the financial and other records are reliable for preparing
financial and other statements and for maintaining accountability of
assets.
The Company also has an Audit Committee, presently comprising of 3
(three) Non-Executive professionally qualified Directors, who interact
with the Statutory Auditors, Internal Auditors and Auditees in dealing
with matters within its terms of reference. The Committee inter alia
deals with accounting matters, financial reporting and internal
controls which also periodically reviews the Risk Management Process.
INSIDER TRADING CODE
In compliance with the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015 (''''the PIT
Regulations'''') on prevention of insider trading, your Company had
instituted a comprehensive Code of Conduct for regulating, monitoring
and reporting of trading by Insiders. The said Code lays down
guidelines, which advise Insiders on the procedures to be followed and
disclosures to be made in dealing with the shares of the Company and
cautions them on consequences of non-compliances.
Your Company has further put in place a Code of practices and
procedures of fair disclosures of unpublished price sensitive
information. Both the aforesaid Codes are in line with the PIT
Regulations.
BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report (''''BRR'''') has been prepared and forms
part of the Annual Report as Annexure. The Report provides an overview
of initiatives taken by your Company.
RATINGS
ICRA Limited, a Credit rating agency, has during the year under review
assigned ICRAA (ICRA A plus) rating for the Loan Term Loans and ICRAA
/ ICRAA1 long-term/ short-term interchangeable bank facilities of
Company''''s wholly owned subsidiary viz. Dish Infra Services Private
Limited. Instruments with this rating are considered to have very
strong degree of safety regarding timely payment of financial
obligations. Such instruments carry lower credit risk.
CARE (Credit Analysis and Research Limited), a Credit rating agency has
enhanced the rating of Long- Term/ Short Term Bank Facilities of the
Company to CARE A (SO) /A1 (SO). Instruments with this rating are
considered to have very strong degree of safety regarding timely
payment of financial obligations. Such instruments carry lower credit
risk.
INDUSTRIAL OPERATIONS
The Company maintained healthy, cordial and harmonious industrial
relations at all levels. The enthusiasm and unstinting efforts of the
employees have enabled the Company to remain at the leadership position
in the industry. It has taken various steps to improve productivity
across the organization.
CAUTIONARY STATEMENT
Statements in this Report, particularly those which relate to
Management Discussion and Analysis, describing the Company''''s
objectives, projections, estimates and expectations, may constitute
''''forward looking statements''''within the meaning of applicable laws and
regulations and actual results might differ.
ACKNOWLEDGEMENT
It is our strong belief that caring for our business constituents has
ensured our success in the past and will do so in future. Your
Directors acknowledge with sincere gratitude the co-operation and
support extended by the Central and State Governments, the Ministry of
Information and Broadcasting (''''MIB''''), the Department of
Telecommunication (''''DOT''''), Ministry of Finance, the Telecom Regulatory
Authority of India (''''TRAI''''), the Stock Exchanges - and other
stakeholders including employees, subscribers, vendors, bankers,
investors, service providers as well as other regulatory and government
authorities.
Your Board also takes this opportunity to express its deep gratitude
for the continued co-operation and support received from its valued
stakeholders.
For and on behalf of the Board
Jawahar Lal Goel Arun Duggal
Managing Director Independent Director
DIN: 00076462 DIN: 00024262
Place: Noida
Date: August 12, 2016
The Directors are pleased to present the 27th (Twenty Seventh) Annual
Report and the Audited Financial Statements of the Company for the
Financial Year ended March 31, 2015.
FINANCIAL RESULTS
The Financial Performance (Standalone) of your Company for the
Financial Year ended March 31, 2015 is summarized below:
(Rs. In Lakhs)
Particulars Year ended Year ended
March 31, 2015 March 31, 2014
Sales & Services 278,164 250,898
Other Income 5,468 6,602
Total Income 283,632 257,500
Total Expenses 283,531 261,284
Profit/(Loss) before Tax & 101 (3,784)
Prior Period Item
Prior Period Item - (11,637)
Profit/(Loss) before Tax 101 (15,421)
Provision for Taxation (net) - -
Profit/(Loss) after Tax 101 (15,421)
Profit/(Loss) for the Year 101 (15,421)
Add: Balance brought (197,225) (181,804)
forward
Adjustment for (738) -
depreciation
Amount available for (197,862) (197,225)
appropriations
Balance Carried Forward (197,862) (197,225)
There have been no material changes and commitments that have occurred
after close of the financial year till the date of this report, which
affect the consolidated financial position of the Company.
DIVIDEND
The Board takes the pleasure to report that your Company becomes the
first Indian Direct To Home (''DTH'') operator to have profits in a
financial year. With sustained focus on the business, your Company has
reported a profit of Rs. 101.45 Lacs during the financial year under
review. However, with a view to conserve the resources for future
business requirements and expansion plans, your Directors are of view
that the current year''s profits be ploughed back into the operations
and hence no dividend is recommended for the year under review.
BUSINESS OVERVIEW
The Financial Year 2014-15 has been a year of outstanding performance
for Dish TV. By executing clear and consistent strategies, the company
has delivered strong operational growth and excellent financials -
making it the first DTH Brand to turn profitable. The year under review
witnessed increase in all folds including gross revenue, gross
subscriber base, EBITDA and ARPU and Net Profit.
Dish TV offers a wide array of multi-brand and multi product portfolio
to suit the needs of different consumer segments. It has been a
conscious effort of your Company to lead on the content front for both
HD and SD channels. Continuing to lead the category with largest
bouquet of 43 HD channels, dishtruHD has taken the HD TV viewing
experience to the next level whilst also building a high-ARPU base of
HD users that helps in retention too. Evaluating the increase in trend
on the usage of recording, Dish TV now only offers recorder ready
set-top boxes which allows Indian consumers to taste the power of
pause/play and other recording features. With the up-gradation of
customers from Standard Definition (SD) to High Definition (HD) and
uptake from new launches, the Company expects to see an increasing
trend in the ARPU. The introduction of long term offers on recharges,
will aid retention.
Amongst several initiatives taken this year, the big success story is
attributed to Zing Digital. With the launch of ZING, Dish TV forayed
into a regionally customized DTH service which provides an opportunity
to maximize its foothold as DAS rolls out further into phases 3 and 4,
covering small towns and rural markets. Zing digital is now present in
West Bengal, Tripura & 3 districts of Assam, Orissa, Maharashtra,
Andhra Pradesh, Tamil Nadu and Kerala. Thinking ahead of the curve,
Dish TV created an entirely new offering for consumers whose needs are
largely regionally driven content and shop for pocket friendly
subscription alternates. ZING brand is positioned comfortably between
the DTH offering of Doordarshan on the one hand and pay DTH brands on
the other, offering customized regional content at value for money
prices. Understanding the target group was the key in introducing Zing
Digital. The consumer in this segment has a high propensity intake for
regional content and their purchase behavior, therefore, too is driven
by an offering of maximum regional & relevant content rather than the
entire bouquet of content which turns out to be an expensive
proposition for them.
With launch of the Direct to Home services in Sri Lanka by Dish T V
Lanka (Private) Limited, subsidiary of your Company, the brand - Dish
TV has now become a multi-national brand. This is a case in point
having the most exhaustive distribution network plan charted for the
region and the next stepping stone for the brand.
Being the pioneer, the effort of Dish TV has always been to make
entertainment accessible in the most convenient of ways to the
consumers. A few examples of such offerings are - DishOnline, stemming
from high penetration of smart phones and internet, the Indian consumer
today is spending increasing time on alternate screens like the laptop,
tablet & smartphone, away from the conventional TV viewing.
Understanding the new dynamics of evolving consumer trends of
multi-screen behavior, this product provides LIVE TV, on-demand movies,
catch- up TV & Video shows at the press of a button on the app.
Introducing value added services (VAS) like Anandam and Music Active,
enticing today''s consumer who wants more from his TV entertainment.
Music Active service fulfills the need of music-lovers by providing
music across 10 genres 24X7. Do It Yourself services empower the
consumer to take complete control of his entertainment needs, whether
it''s about online recharge, adding a channel, tracking account details,
activating a service and much more; via easy modes like Missed Call,
SMS and Online.
With the increase in number of "more than one TV households", the focus
lies on expanding the subscriber base with multi TV connections. Multi
TV connections empower the consumer to enjoy their entertainment on
their second TV set at less than half the pack price versus their
subscription on the first TV. Initiatives like these have consistently
made Dish TV, India''s Most Trusted Brand for the consecutive 3 years in
a row. To take it further, this year Dish TV made inroads at the
international level as a brand by winning 3 awards at the most
prestigious advertising awards festival, Cannes Lions.
During the year under review, your Company continued to engage
subscribers by providing wholesome entertainment experience through
relevant content, on demand services and the door step service &
support. The positive effect of the steps taken by the Company coupled
with the continuous efforts to control the costs yielded positive
results in all fronts of the business. It also provided an edge over
competition and the benefit of such service infrastructure will yield
benefit in coming years. Your Company continued to play the role of the
leader of the industry with bringing new and innovative products and
services into the category and setting benchmarks for others to follow.
Dish TV has built and continues to sustain abundant capacity, beaming
from 2 different satellites, offering the largest bouquet of content.
All this packaged at consumer friendly tiers that suit diverse consumer
needs for content across different genres and languages.
Growth would be supreme and so will be the revenues making Dish TV
surely a brand to reckon with as we strive to enhance consumers TV
viewing experience.
SUBSIDIARY OPERATIONS
Subsidiary in Sri Lanka
Your Company, upon the approval of Board of Directors, incorporated a
Joint Venture (''JV'') Company with Satnet (Private) Limited, a Company
incorporated under the Laws of Sri Lanka, in the name and style of
''Dish T V Lanka (Private) Limited'' for providing Direct to Home
Services in Sri Lanka, on April 25, 2012 with a paid-up share capital
of 1 million Sri Lankan Rupees. Your Company holds 70% of the paid-up
share capital and Satnet (Private) Limited holds 30% of the paid- up
share capital. Dish T V Lanka (Private) Limited has received the
requisite licenses and permissions from regulatory authorities and has
commenced its commercial operations. The Company has also been
registered as a Board of Investment (''BOI'') approved Company in Sri
Lanka. The registration with BOI grants various benefits to the company
including duty free imports of the equipment and set top box for one
year, tax holiday of 7 years etc.
Subsidiary in India
Your Company, upon the approval of Board of Directors and the Members
of the Company, acquired the entire share capital of Xingmedia
Distribution Private Limited (''Xingmedia'') on March 24, 2014. Upon
requisite approvals, the name of Xingmedia has been changed to ''Dish
Infra Services Private Limited'' (''Dish Infra''). Post approval of
Members of the Company by way of Special Resolution passed by Postal
Ballot, the entire non-core business of the Company (undertaking
pertaining to the provision of infra support services to the
subscribers for facilitating the DTH services including the instruments
which are required for receiving DTH signals such as set top
boxes(STB), dish antenna, Low Noise Boxes (LNB) and other customer
related services including call centre services and repairs) has been
transferred to Dish Infra with effect from April 1, 2015. Dish Infra
has commenced its commercial operations (including call center and back
end support service to the Company) in the first quarter of the
Financial Year 2015-16.
Upon nomination by the Company, an Independent Director of the Board
has been appointed as an Independent Director on the Board of Dish
Infra (Company''s material non-listed Indian Subsidiary) in compliance
with the provisions of the listing agreement.
Audited Accounts of Subsidiary Companies
The Company has prepared the Audited Consolidated Financial Statements
in compliance with applicable Accounting Standards and the Listing
Agreement that forms part of this Annual Report. The Statement pursuant
to Section 129(3) of Companies Act, 2013, and Rule 5 of Companies
(Accounts) Rules, 2014 highlighting the summary of the financial
performance of the subsidiaries is annexed to this Report. The Audited
Financial Statements and related information of the Subsidiaries will
be made available to any member, upon request, and shall also be open
for inspection at the Registered Office of the Company.
As required under the Accounting Standard AS-21 ? ''Consolidated
Financial Statements'', issued by the Institute of Chartered Accountants
of India (''ICAI'') and applicable provisions of the Listing Agreement
with the Stock Exchange(s), the Audited Consolidated Financial
Statements of the Company reflecting the Consolidation of the Accounts
of its subsidiaries to the extent of equity holding in these Companies
are included in this Annual Report.
During the year the Board of Directors has formulated a policy for
determining Material Subsidiaries. The Policy is disclosed on the
Company''s website and is accessible at
http://www.dishtv.in/Pages/Investor/ Corporate-Governance.aspx
LISTING
Your Company''s fully paid up equity shares continue to be listed and
traded on National Stock Exchange of India Limited (''NSE'') and BSE
Limited (''BSE''). Both these Stock Exchanges have nation-wide terminals
and hence facilitates the shareholders/investors of the Company in
trading the shares. The Company has paid the annual listing fee for the
Financial Year 2015- 16 to the said Stock Exchanges.
The Company also paid the annual listing fee to the Luxembourg Stock
Exchange in respect of its Global Depository Receipts (''GDR'').
DEPOSITORIES
Your Company has arrangements with National Securities Depository
Limited (''NSDL) and Central Depository Services (India) Limited
(''CDSL''), the Depositories, for facilitating the members to trade in
the fully paid up equity shares of the Company in Dematerialized form.
The Annual Custody fees for the Financial Year 2015-16 shall be paid to
both the Depositories on receipt of invoices from them.
SHARE CAPITAL
During the year under review, your Company has allotted 616,820 fully
paid equity shares, upon exercise of Stock Option by the eligible
Employees of the Company, pursuant to the Employee Stock Option Scheme
- 2007 (''ESOP - 2007'') of the Company and these shares were duly
admitted for trading on the stock exchanges viz NSE and BSE.
During the Financial Year 2008-09, your Company had come up with Right
Issue of 518,149,592 equity shares of Rs. 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 from
the concerned shareholders, during the year under review, the Company
converted 50 equity shares from Rs. 0.50 each paid up to Rs. 0.75 each paid
up and 250 equity shares from Rs. 0.75 each paid up to Rs. 1 each fully
paid up.
Pursuant to the issue of further equity shares under ESOP scheme and
subsequent to conversion of partly paid equity shares, the paid up
capital of your Company during the year has increased from Rs.
1,064,934,215.75 (comprising of 1,064,902,570 fully paid up equity
shares of Rs. 1 each & 22,193 equity shares of Rs. 1 each, paid up Rs. 0.75
per equity share & 30,002 equity shares of Rs. 1 each, paid up Rs. 0.50 per
equity share) to Rs. 1,065,551,110.75 (comprising of 1,065,519,640 fully
paid up equity shares of Rs. 1 each & 21,993 equity shares of Rs. 1 each,
paid up Rs. 0.75 per equity share & 29,952 equity shares of Rs. 1 each,
paid up Rs. 0.50 per equity share)
EMPLOYEE STOCK OPTION SCHEME
In compliance with the Securities and Exchange Board of India (Employee
Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,
1999, as amended from time to time, your Board had authorized the
Nomination and Remuneration Committee (formerly ''Remuneration
Committee'') to administer and implement the Company''s Employees Stock
Option Scheme (ESOP ? 2007) including deciding and reviewing the
eligibility criteria for grant and /or issuance of stock options to the
eligible Employees / Independent Directors under the Scheme. The ESOP
Allotment Committee of the Board considers, reviews and allots equity
shares to the eligible Employees / Independent Directors exercising the
stock options under the Employee Stock Option Scheme (ESOP ? 2007) of
the Company.
During the period under review, the Nomination and Remuneration
Committee (formerly ''Remuneration Committee'') of the Board granted
207,500 stock options to the eligible Employees as per the ESOP ? 2007
of the Company. The Board of Directors, during the year, allotted
616,820 fully paid equity shares, upon exercise of the stock options by
eligible Employees under the ESOP ? 2007.
Applicable disclosures relating to Employees Stock Options as at March
31, 2015, pursuant to Clause 12 (Disclosure in the Directors'' Report)
of the SEBI (Employees Stock Option Scheme and Employees Stock Purchase
Scheme) Guidelines, 1999, as amended from time to time, are set out in
the Annexure to this Report.
Statutory Auditors'' certificate to the effect that the ESOP ? 2007
Scheme of the Company has been implemented in accordance with the SEBI
Guidelines and as per the resolution passed by the members of the
Company, as prescribed under Clause 14 of the said Guidelines, has been
obtained and shall be available for inspection at the Annual General
Meeting of the Company. Copy of the same shall also be available for
inspection at the Registered Office of the Company.
RIGHT ISSUE OF SHARES & UTILISATION OF PROCEEDS THEREOF
Out of the total Right Issue size of Rs. 113,992.91 Lakhs, the Company
has received a sum of Rs. 113,986.35 Lakhs towards the share application
and call money(s) as at March 31, 2015.
The details of utilization of Rights Issue proceeds are placed before
the Audit Committee and the Board on a quarterly basis. Further, the
Company also provides the details of the utilization of Rights Issue
proceeds to IDBI Bank Limited, the Monitoring Agency of the Company, on
half yearly basis along with Auditors'' Certificate on Utilization and
furnishes the Monitoring Report to the Stock Exchanges.
The Board at its meeting held on May 28, 2009 approved to make changes
in the manner of usage of right issue proceeds. The utilization of
rights issue proceeds as on March 31, 2015, is as under:
Particulars Amount
(Rs.In Lakhs)
Repayment of loans 28,421.44
Repayment of loans received after 24,300.00
launch of the Rights Issue
General Corporate Purpose 34,720.40
Acquisition of Consumer Premises 26,000.00
Equipment (CPE)
Right Issue Expenses 544.52
Total 113,986.36
The half yearly Monitoring Reports issued by IDBI Bank Limited, the
Monitoring Agency of the Company, containing deviation from the
original proposed expenditure plan and in accordance with the approved
revised plan was recorded by the Audit Committee and the Board at their
respective meetings and necessary compliance in this regard had been
carried out.
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 were fully subscribed by Apollo
India Private Equity II (Mauritius) Limited. The underlying shares
against each of the GDRs were issued in the name of the Depository -
Deutsche Bank Trust Company Americas. As on March 31, 2015, 85,035 GDRs
have remained outstanding, the underlying shares of which forms part of
the existing paid up capital of the Company.
The manner of utilization of GDR proceeds as on March 31, 2015, is as
under:
Particulars Amount
(Rs. In Lakhs)
Acquisition of FA including CPE 7,669.88
GDR Issue Expenses 344.63
Advance Against Share Application
Money given to erstwhile Subsidiary 56.14
Repayment of Bank Loans 755.22
Operation Expenses including
interest payment bank charges,
exchange fluctuation 21,819.05
Less: Interest earned-realized (439.94)
Balance with non-scheduled bank 27,570.40
Total 57,775.37
NON CONVERTIBLE DEBENTURES
Your Company had issued and allotted 200 (Two Hundred Only) Rated,
Unlisted, Secured, Redeemable Non-Convertible Debentures ("NCDs") of
the Face value of Rs. 1,00,00,000/-(Rupees One Crores Only) each, for
cash, aggregating to Rs. 200,00,00,000/-(Rupees Two Hundred Crores Only)
on Private Placement basis on October 1, 2014. Credit Rating
Information Services of India Limited (CRISIL) has assigned an ''A-''
rating which signifies that the debentures are considered to have
adequate degree of safety regarding timely servicing of financial
obligations and carry low credit risk.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Statement for the year under review
as provided under Clause 49 of the Listing Agreement with the Stock
Exchanges is separately attached hereto and forms a part of this Annual
Report.
CORPORATE SOCIAL RESPONSIBILITY
In compliance with requirements of Section 135 of the Companies Act,
2013, your Company has constituted a Corporate Social Responsibility
Committee (CSR Committee). The CSR Committee comprises of two
Independent Directors and the Managing Director. The Committee has
approved the CSR Policy with Education, Health Care, Women Empowerment
and Sports as primary focus area. Your Company shall spend at least 2%
of the average net profits of the Company made during the three
immediately preceding Financial Years in pursuance of its Corporate
Social Responsibility Policy when the Company has net profits for a
period of three consecutive Financial Years. Since the Company
presently does not have profits for three consecutive Financial Years,
the annual report on CSR activities as prescribed under Companies
(Corporate Social Responsibility Policy) Rules, 2014 is not applicable.
POSTAL BALLOT
During the year under review, your Company sought the approval of the
Shareholders on the following matters, vide Postal Ballot Notice dated
July 22, 2014
- Special Resolution under Section 180(1)(c) of Companies Act, 2013 to
borrow upto RS. 3,000 crores over and above the paid-up share capital
and free reserves of the Company.
- Special Resolution under Section 180(1)(a) of Companies Act, 2013 for
creation of Charge/ mortgage on assets of the Company.
- Special Resolution under Section 42 and 71 of Companies Act, 2013 to
offer or invite subscription of non-convertible debentures on private
placement basis.
- Special Resolution under Section 186 of Companies Act, 2013 to
authorize the Board of Directors for making investment/giving any loan
or guarantee/providing security.
The said notice along with Postal Ballot Form and Business Reply
Envelopes were duly sent to the Shareholders and your Company also
offered E-Voting facility as an alternate option for voting by the
Shareholders, which enabled them to cast their votes electronically,
instead of Physical Postal Ballot Form. The result on the voting
conducted through Postal Ballot process was declared on September 10,
2014.
During the year under review, your Company also sought the approval of
the Shareholders on the following matters, vide Postal Ballot Notice
dated October 29, 2014.
- Special Resolution under Section 180(1)(a) of the Companies Act, 2013
to approve Sale/transfer of Company''s Non-Core Business (including Set-
top boxes, Dish antenna and related services ) to its Wholly owned
Subsidiary , as a going concern basis.
The said notice along with Postal Ballot Form and Business Reply
Envelopes were duly sent to the Shareholders and your Company also
offered E-Voting facility as an alternate option for voting by the
Shareholders, which enabled them to cast their votes electronically,
instead of Physical Postal Ballot Form. The result on the voting
conducted through Postal Ballot process was declared on February 3,
2015.
The procedure prescribed under Section 110 of the Companies Act, 2013
read with the Companies (Management and Administration) Rules 2014, was
adopted for conducting the Postal Ballot.
Further, details related to the Postal Ballot procedure adopted, voting
pattern and result thereof have been provided under the General Meeting
Section of ''Report on Corporate Governance''.
CORPORATE GOVERNANCE
''Corporate Governance'' is an ethically driven business process that is
committed to values aimed at enhancing an organization''s brand and
reputation in order to achieve the objectives of the organization
transparently. This is ensured by taking ethical business decisions and
conducting business with a commitment to values, while meeting
shareholder''s expectations. Corporate Governance is not just a
destination but a journey to constantly improve sustainable value
creation.
Your Company believes that a sound, transparent, ethical and
responsible Corporate Governance framework essentially emanates from
the intrinsic will and passion for good governance ingrained in the
organization. Further, Your Company believes that maintaining the
highest standards of Corporate Governance is imperative in its pursuit
of leadership in the Direct to Home (''DTH'') business. The Company
continues to focus its resources, strengths and strategies to achieve
its vision of continuing to be the leader in DTH Industry.
Your Company considers it an inherent responsibility to disclose timely
and accurate information and also places high emphasis on best business
practices and standards of governance besides strictly complying with
the requirements of Clause 49 of the Listing Agreement and applicable
provisions of Companies Act, 2013.
The Audit Committee of the Board has been vested with powers and
functions relating to Risk Management which inter alia includes (a)
review of risk management policies and business processes to ensure
that the business processes adopted and transactions entered into by
the Company are designed to identify and mitigate potential risk; (b)
laying down procedures relating to Risk assessment and minimization;
and (c) formulation, implementation and monitoring of the risk
management plan.
The Company is in compliance of all mandatory requirements regarding
Corporate Governance as stipulated under Clause 49 of the listing
agreement with the stock exchange(s). Certificate issued by the
Statutory Auditors of the Company on compliance of the conditions of
Corporate Governance stipulated in Clause 49 of the Listing Agreement
with the stock exchange(s) forms part of the Corporate Governance
Report.
Your Board has in accordance with the requirements of Companies Act,
2013 and Clause 49 of the Listing Agreement has adopted new policies
and amended existing policies such as policy on Related Party
Transaction, Code of Conduct for Directors and Senior Management,
Corporate Social Responsibility Policy and Whistle Blower and Vigil
Mechanism Policy. These Policies are disclosed on the Company''s website
and is accessible at http://www.dishtv.in/Pages/Investor/
Corporate-Governance.aspx
Board Diversity
As on March 31, 2015, your Board comprises of 8 Directors including 4
Independent Directors. The Company recognizes and embraces the
importance of a diverse Board in its success. The Board has adopted the
Board Diversity Policy.
Number of Meetings of the Board
The Board met nine times during the Financial Year, the details of
which are given in the Corporate Governance Report which forms part of
this Annual Report. The intervening gap between any two meetings was
within the period prescribed by the Companies Act, 2013 and Listing
Agreement.
Declaration by Independent Directors
Independent Directors of the Company provide declarations both at the
time of appointment and annually confirming that they meet the criteria
of independence as prescribed under Companies Act, 2013 and Clause 49
of the Listing Agreement.
Directors
As on March 31, 2015, Your Board comprises of 8 Directors including 4
Independent Directors.
During the year under review, Ms. Asha Swarup was appointed as an
Additional Independent Woman Director with effect from September 29,
2014 in compliance with the provisions of revised Clause 49 of Listing
Agreement and Companies Act, 2013. Ms. Asha Swarup resigned as
Director of the Company as at the close of business on March 20, 2015
due to emerging changes and engagements and difficulty to travel. Your
Board places on record its appreciation for contributions made by Ms.
Asha Swarup during her tenure as Additional Independent Woman Director.
Your Board has subsequently inducted Dr. Rashmi Aggarwal as an
Additional Independent Director with effect from May 26, 2015. In terms
of Section 161 of the Companies Act, 2013, Dr. Rashmi Aggarwal shall
hold office up to the date of the ensuing Annual General meeting. The
Company has received a notice in writing along with requisite deposit
pursuant to Section 160 of Companies Act, 2013, proposing appointment
of Dr. Rashmi Aggarwal as Director of the Company. Your Board has
recommended appointment of Dr. Rashmi Aggarwal as an Independent
Director not liable to retire by rotation for a period of 3 (three)
consecutive years with effect from the conclusion of the 27th Annual
General Meeting.
Mr. Ashok Kurien, Non-Executive Director is liable to retire by
rotation at the ensuing Annual General Meeting and, being eligible he
has offered himself for re-appointment. Your Board recommends his re-
appointment.
Key Managerial Personnel
In compliance with the requirements of Section 203 of the Companies
Act, 2013, Mr. Jawahar Lal Goel, Managing Director, Mr. Rajagopal
Chakravarthi Venkateish, Chief Executive Officer, Mr. Rajeev Kumar
Dalmia, Chief Financial Officer and Mr. Ranjit Singh, Company Secretary
of the Company were nominated as Key Managerial Personnel.
Board Evaluation
The Nomination & Remuneration Committee and the Board at their meetings
held on March 20, 2015, approved the Performance evaluation Policy (For
Board, Individual Directors, Chairperson, Committees of Board) and laid
down criteria for performance evaluation of Directors, Chairperson,
Managing Director, Board Level Committees and Board as a whole and also
the evaluation process for the same.
The statement indicating the manner in which formal annual evaluation
of the Directors, the Board and Board level Committees are given in the
Corporate Governance Report which forms part of this Annual
Report. The performances of the members of the Board, the Board level
Committees and the Board as a whole were evaluated at the meeting of
the Independent Directors and the Board of the Directors held on March
20, 2015.
Policy on Directors'' appointment and remuneration
In compliance with the requirements of Section 178 of the Companies
Act, 2013, the Nomination & Remuneration Committee of your Board had
fixed various criteria for nominating a person on the Board which inter
alia include desired size and composition of the Board, age limits,
qualification / experience, areas of expertise and independence of
individual. The Committee had also approved in-principle that the
initial term of an Independent Director shall not exceed 3 years. Your
Company has also adopted a Nomination, Appointment, Remuneration and
Training Policy, salient features whereof is annexed to this report.
Familiarisation Programme for Independent Directors
During the year under review, the Board including all Independent
Directors were explained about their roles, rights and responsibilities
in the Company through detailed presentations on the changes in
backdrop of the Companies Act, 2013 and Listing Agreement. To
familiarize the Directors with strategy, operations and functions of
the Company, the senior managerial personnel make presentations about
Company''s strategy, operations, product offering, market, technology,
facilities and risk management.
Further, at the time of appointment of an Independent Director, the
Company issues a formal letter of appointment outlining their duties
and responsibilities as a Director.
Committees of the Board
Currently, the Board has seven standing committees viz. Audit
Committee, Nomination and Remuneration Committee, Corporate Social
Responsibility Committee, Budget Committee, Finance Committee, Cost
evaluation and rationalization committee and Stakeholders'' Relationship
Committee. The Audit Committee of the Board comprises of 4 (Four)
members, 3 (three) of whom are Independent Directors, with Mr. B.D.
Narang, Non-Executive Independent Director, as its Chairman and Mr.
Arun Duggal, Mr. Lakshmi Chand and Mr. Mintoo Bhandari as the members
of the Audit Committee. A detailed note on the Board and its Committees
is provided under the Report on Corporate Governance section.
Vigil Mechanism
The Board has adopted a Whistle Blower Policy (Vigil Mechanism) to
provide opportunity to Directors/ Employees/Stakeholders of the Company
to report concerns about unethical behavior, actual or suspected fraud
of any Director and/or Employee of the Company or any violation of the
Code of Conduct. Further during the year under review, no case was
reported under the Vigil Mechanism.
AUDITORS
Statutory Auditors: At the 26th Annual General Meeting of the Company
held on September 29, 2014, Walker Chandiok & Co. LLP, Chartered
Accountants, Gurgaon, having Registration No 001076N/N-500013 were
appointed as the Statutory Auditors of the Company to hold office till
the conclusion of the 29th Annual General Meeting. In terms of the
first proviso to Section 139 of the Companies Act, 2013, the
appointment of the Auditors shall be placed for ratification at every
Annual General Meeting. Accordingly, the appointment of Walker
Chandiok & Co. LLP, Chartered Accountants, as Statutory Auditors of the
Company, is placed for ratification by the Shareholders. In this
regard, the Company has received a certificate from the Statutory
Auditors to the effect that if they are reappointed, it would be in
accordance with the provisions of Section 141 of the Companies Act,
2013.
Secretarial Auditor: During the year, the Board appointed Mr. Jayant
Gupta, Practicing Company Secretary, proprietor of M/s Jayant Gupta &
Associates, Company Secretaries as the Secretarial Auditor of the
Company for conducting the Secretarial Audit for the financial year
2014-15. The Secretarial Audit was carried out in compliance with
Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.
The report of Statutory Auditor and/or Secretarial Auditor forming part
of this Annual report does not contain any qualification, reservation
or adverse remarks.
DISCLOSURES:
i. Particulars of Loans, guarantees and investments: Particulars of
Loans, guarantees and investments made by the Company required under
Section 186(4) of the Companies Act, 2013 are contained in Note no. 52
to the Standalone Financial Statements.
ii. Borrowings and Debt Servicing: During the year under review, your
Company has met all its obligations towards repayment of principal and
interest on loans availed.
iii. Transactions with Related Parties: None of the transactions with
related parties fall under the scope of Section 188(1) of the Act. All
Related Party Transactions entered during the year were in Ordinary
Course of the Business and on Arm''s Length basis. No Material Related
Party Transactions, i.e. transactions exceeding ten percent of the
annual consolidated turnover as per the last audited financial
statements, were entered during the year by your Company. Accordingly,
the disclosure of Related Party Transactions as required under Section
134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.
iv. Deposits: Your Company has not accepted any public deposit under
Chapter V of the Companies Act, 2013.
v. Extract of Annual Return: The extract of Annual return in form MGT-9
as required under Section 92(3) of the Act read with Companies
(Management & Administration) Rules, 2014 is annexed to this report.
vi. Sexual Harassment: The Company has zero tolerance for Sexual
Harassment at workplace and has adopted a Policy on prevention of
Sexual Harassment in line with the provisions of Sexual Harassment of
Woman at Workplace (Prevention, Prohibition and Redresssal) Act, 2013
and the Rules made thereunder. There was no complaint on sexual
harassment during the year under review.
vii. Regulatory Orders: No significant or material orders were passed
by the regulators or courts or tribunals which impact the going concern
status and Company''s operations in future.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO
Your Company is in the business of providing Direct- to- Home (''DTH'')
services. Since the said activity does not involve any manufacturing
activity, most of the Information required to be provided under Section
134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014, are not applicable.
However the information, as applicable, are given hereunder:
Conservation of Energy:
Your Company, being a service provider, requires minimal energy
consumption and every endeavor is made to ensure optimal use of energy,
avoid wastages and conserve energy as far as possible.
Technology Absorption:
In its endeavor to deliver the best to its viewers and business
partners, your Company is constantly active in harnessing and tapping
the latest and best technology in the industry.
Foreign Exchange Earnings and Outgo:
Particulars of foreign currency earnings and outgo during the year are
given in Note no. 30, 31 and 32 to the notes to the Accounts forming
part of the Annual Accounts.
HUMAN RESOURCE MANAGEMENT
Your Company has been successful in attracting best of the talent from
industry and academic institutions and has been successful in retaining
them. We hire for talent, passion and right attitude through latest
recruitment and selection practices. We have established our reputation
for being a vibrant learning organization driven by passion. We
provides conducive and healthy climate with values of openness,
enthusiasm, experimentation and collaboration. We deploy quality HR
services to attract, develop, motivate and retain a diverse workforce
with supportive work environment. The Company is committed to
nurturing, enhancing and retaining talent through superior learning &
Organization Development interventions.
Long term development of human capital and strategic deployment of
retention tools is at the core of your Company''s strategy. Your Company
believes that committed employees are vital for the sustained growth of
the Company. The Company takes pride in the commitment, competence and
dedication shown by its employees in all areas of business. Your
company has established policies and procedures to discover and use the
employees'' capabilities and potential to increase their commitment and
contribution to the overall organization.
The Company has a robust appraisal system based on MBO (Management by
Objectives) philosophy
following a top down approach and open performance discussions. We
encourage meritocracy and reward excellence in performance. The
employees display highest level of business integrity and ethics in
their business conduct.
PARTICULARS OF EMPLOYEES
As on March 31, 2015, the total numbers of employees on the records of
the Company were 1020. The information required under Section 197 of
the Companies Act, 2013 (''Act'') read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, along with
statement showing names and other particulars of the employees drawing
remuneration in excess of the limits prescribed under the said rules is
annexed to this report.
DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of and pursuant to Section 134 of the Companies Act, 2013, as
amended from time to time, in relation to the Annual Financial
Statements for the Financial Year 2014-15, your Directors confirm the
following:
a) The Financial Statements of the Company comprising of the Balance
Sheet as at March 31, 2015 and the Statement of Profit & Loss for the
year ended on that date, have been prepared on a going concern basis
following applicable accounting standards and that no material
departures have been made from the same;
b) Accounting policies selected were applied consistently and the
judgments and estimates related to the financial statements have been
made on a prudent and reasonable basis, so as to give a true and fair
view of the state of affairs of the Company as at March 31, 2015, and,
of the profit of the Company for the year ended on that date;
c) Proper and sufficient care has been taken for maintenance of
adequate accounting records in accordance with the provisions of the
Act, to safeguard the assets of the Company and for preventing and
detecting fraud and other irregularities;
d) Requisite internal financial controls were laid down and that such
financial controls are adequate and operating effectively; and
e) Proper systems have been devised to ensure compliance with the
provisions of all applicable laws and such systems are adequate and
operating effectively.
RISK MANAGEMENT SYSTEM & INTERNAL CONTROL SYSTEMS
Your company has an effective internal control and risk mitigation
system, which is constantly assessed and strengthened with standard
operating procedures and which ensures that all the assets of the
Company are safeguarded and protected against any loss and that all the
transactions are properly authorized and recorded. The Company has laid
down procedures to inform audit committee and board about the risk
assessment and mitigation procedures, to ensure that the management
controls risk through means of a properly defined framework. The
internal control systems of your company ensures that all assets are
safeguarded and protected against loss from unauthorized use or
disposition and those transactions are authorized, recorded and
reported correctly.
Your Company has in place adequate internal financial controls with
reference to financial statements. Based on internal financial control
framework and compliance systems established in the Company, the work
performed by statutory, internal and secretarial auditors and reviews
performed by the management and/or relevant Audit and other Committees
of the Board, your Board is of the opinion that the Company''s internal
financial controls were adequate and effective during the financial
year 2014-15. During the year, no reportable material weakness in the
design or operation was observed.
Properly documented policies, guidelines and procedures are laid down
for this purpose. The internal control system has been designed to
ensure that the financial and other records are reliable for preparing
financial and other statements and for maintaining accountability of
assets.
The Company also has an Audit Committee, presently comprising of 4
(four) Non-Executive professionally qualified Directors, who interact
with the Statutory Auditors, Internal Auditors, Cost Auditors and
Auditees in dealing with matters within its terms of reference. The
Committee inter alia deals with accounting matters, financial reporting
and internal controls which also periodically reviews the Risk
Management Process.
RATINGS
CRISIL, a Credit rating agency, has during the year under review
assigned ''CRISIL A- / Stable (Assigned)'' rating to the New Banking
Facilities of the Company.
CARE (Credit Analysis and Research Limited), a Credit rating agency has
revised the rating of Long-
Term Bank Facilities of the Company from ''CARE BBB (Triple B)'' to ''CARE
A- (Single A minus)''. The revision in standalone rating of the Company
factors in comfortable debt coverage metrics (Total Debt/GCA & Interest
coverage ratio), availability of large unencumbered deposits (cash) to
meet any contingencies and strong parentage.
INDUSTRIAL OPERATIONS
The Company maintained healthy, cordial and harmonious industrial
relations at all levels. The enthusiasm and unstinting efforts of the
employees have enabled the Company to remain at the leadership position
in the industry. It has taken various steps to improve productivity
across the organization.
CAUTIONARY STATEMENT
Statements in this Report, particularly those which relate to
Management Discussion and Analysis, describing the Company''s
objectives, projections, estimates and expectations, may constitute
''forward looking statements'' within the meaning of applicable laws and
regulations and actual results might differ.
ACKNOWLEDGEMENT
It is our strong belief that caring for our business constituents has
ensured our success in the past and will do so in future. Your
Directors acknowledge with sincere gratitude the co-operation and
support extended by the Central and State Governments, the Ministry of
Information and Broadcasting (''MIB''), the Department of
Telecommunication (''DOT''), Ministry of Finance, the Telecom Regulatory
Authority of India (''TRAI''), the Stock Exchanges - and other
stakeholders including employees, subscribers, vendors, bankers,
investors, service providers as well as other regulatory and government
authorities.
Your Board also takes this opportunity to express its deep gratitude
for the continued co-operation and support received from its valued
stakeholders.
For and on behalf of the Board
Jawahar Lal Goel B D Narang
Managing Director Independent Director
DIN: 00076462 DIN: 00038052
Place: Noida
Date: 4 August 2015