BOARD OF DIRECTORS dishty ‘Subhash Chandra Jawahar Lal Gos! Ashok Kurien Bhagwan Dass Narang ‘Arun Duggal Pritam Singh (Or) Eric Zintethofer Lakshmi Chand Mintoo Bhandari Sanjay Hiralal Pate! (Chairman Managing Director Non-Executive Director Independent Director Independent Director Independent Director Independent Director Independent Director Non-Executive Nominee Director Alt.Director to Mintoo Bhandari Ranjit Singh Mis BS R & Co., Gurgaon Chartered Accountants ICICI Bank ‘Standard Chartered Bank State Bank of India Yes Bank Bank of India Central Bank of India Dena Bank IDBI Bank Lt, ING Vysya Bank Axis Bank Lt. Essel House B-10, Lawrence Road Industrial Area, Delhi - 110036, India Tel: +91-11-27186040/41/43 Fax: +91-11-27186042 FO - 19, Sector 16A, Noida, UP - 201301, india Tel: +91-120-2599555/291 Fax: +91-120-4357078 Website: www dishtv.in Company Secretary Auditors Bankers Registered Office Corporate Office¢ SSB Rou P CHAIRMAN’S MESSAGE ne Indian economy continued to face macro headwinds through FY 11-12 as the sovereign debt Europe took a new and dangerous tur Curing the second and third quarter. Unprecedented action by the ECB helped stave off a however the reverberations continue to impact capital flows and investments in developing economies such fs ours, While India has erjoyed the fruits of being a part of the interconnected global economy over st decade, recent events also highlight the risks associated with the The year 2w continued erosion of the Rupee fas wall as below trendine economic growth as ne consequence of de ntraction as well as th ng fiscal deficit. The n genie seams to have been brought Under control with the resolute policies of the REA with core inflation dipping to 5%, These developments as wellas the gradual return to rormaley in the US, bode well for future growth as hopeful the painful period pe should be drawing balloor ows however is of deleveraging across the gk ‘0a chee, For the digital pay TV industry, FY 11-12 was a remarkable year during which the Government wrote tal Addressable System mandate, into law the Bi Which envisages the mandatory transfo entire television distribution system throug pipe by December 2014. a digtal This is truly a landmerk opportunity for all digtal television distribution platforms and your Company 1s the pioneer and leader in the digital TV revolution is uniquely placed to reap the benefits of the DAS mandate.dishty Your Company continues to strengthen is infrastructure, service, and CRM capabilities in anticipation of tho huge surge in demand expected over the next three years as an outcome of this mandate and is well placed to retan its leadership postion in the markat place. Your Company now has the deepest distribution reach in both urban and rural areas, reaching over 80,000 retail outlets for STBs and reaching over 2,00,000 outlets for recharge availabilty. Unique tle ups with organizations such as FINO enable your Company 0 reach out deep into rural India as well. Your Company has expanded its direct service network to 96 cities and has plans to increase this network to over 200 cttes in the near future, Your Compary has substantially increased its investments in Customer relationship management and support and currently has the capabilty of handling {and servicing over 3 millon queries and customer calls every morth, Caring the year under review, your Company continued to maintain its leadership in the marketplace and added 2.6 Mn subscribers, taking the overall subscriber base to 12.7 Mn subscribers as of Maren 31, 2012. Your Company is now the third largest DTH platform by subscribers globally and the largest operator outside of the USA. Revenues continued to grow strongly with toptine growing 36% to 1957.8 cr, while EBITDA marked a substantial Jump of 109% to 498.4 Or. Steady growth in ARPU was maintained wth ARPU for the year boing € 183. ‘Your Company continues to focus on innovation and product development. During the yee, inthe industry frst, your Compary introduced the HD DVR with unlimited recording facity at no extra cost to its customers. The product has been extremely well eosived in the marketplace and should further help reinforce the Company's bacership postion in the market, Caring the fourth quarter, your Company uwelled the new brand positioning "Sab Par Dish Sawaar Hai" to capture the passion of the televsion viewing as experienosd through Dish TV. The campaign with a memorable jingle, resulted for the fist time, in a OTH Company bagging the top spot in the most recallod advertisement during the month of February 2012, Your Compary continues to set the trend and tone forthe industry both in product innovation, communication ‘and customer delght. The huge opening up of the market with the advent of the DAS mandate will provide yet another opportunity for your Compary to demonstrate its continued leadership in communication, innovation’ and customer satisfaction leading to superior returns to all stakeholders in the years ahead ‘Subhash Chandra ChairmanNotice of Annuel General Meating Directors’ Report ‘Statement pursuant to Section 212 of the Companies Act, 1956 Corporate Governance Report ‘Shareholders’ Information Cattifcation of Financial Staternents of the Company Management Discussion and Analys's Auditors’ Report Standalone Fnarcial Statements Standalone Cash Flow Statements Consolidated Financial Statements 08 08, 18 19 36 43. 4a a7 52 54 20dishty DISH TV INDIA LIMITED Q Road Industrial Area, Delhi - 110.035, Corporate Office: FO-19, Sector-16A, Noida, U.P. - 201 301, NOTICE Notice is hereby given that the 24% Annual Ger be held at NCUI Auditorium, 3, Sir Institutional Area, August Kranti Marr the 9° day of August, 2012, at 11:00 A.M. to transact the following businesses: ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Balance Sheet of the Compary as at March 31, 2012, the Profit & Loss Account forthe Financial Year endad on that date ona stand alone and consolidated basis and the Reports of the Aucitors’ and Board of Directors’ thereon. 2. To appoint @ Director in place of Mr. Arun Duggal, who retires by rotation and being eligible, offers himself for re-appointment 3. To appoint a Director in place of Dr. Prtam Singh, who retires by rotation and being eligible, offers himself for re-appointment 4. Toappoint M/s 8 SR & Co., Chartered Accountants, Gurgaon, having Fim Registration No. 101248W, as the Statutory Aucitrs of the Compary to Nold such ofa from the conclusion of this meeting unt conclision of next Annual General Meeting at a remuneration to be determined by the Board of Directors of the Compary. By order of the Board Ranjit Singh company Secretary awrenoe Road Industrial Area, Delhi - 110035NOTES: 1 10. 1 12, ‘A Member entitled to attend and vote at the meeting may appoint a proxy to attend and vote ‘on a poll on his behalf. A proxy need not be a Member of the Company. Proxies, in order to be effective, must be received at the Registered Office of the Company not less than 48 hours before the commencement of the Annual General Meeting. Corporate Members are requested to send at the Registered Office of the Company, a duly certified copy of the Board Resolution, pursuant to Section 187 of the Companies Act, 1956, authorizing their representatives to attond and vote at the Annual General Mesting, Memivers / Proxies should fil-in the attendance sip for attending the Meeting and bring thelr attendance slip along with their copy of the Annual Report to the Mesting, Ih case of joint holders attending the meeting, only such joint holder who is higher in the order of name and attending the mesting, willbe entitled to vote. Memibers who are hoking Company's shares in dematerialzed form ere required to bring details of ther Depository Account Number for identification, Briet detals ofall Directors including those proposed to be re-appointed, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, are provided in the Report of Corporate Governance, forming part of the Annual Report. ‘The Register of Members and Share Transfer Books of the Company will main closed from Monday, July 8, 2072 to Wednesday, July 11, 2012 {both days inolusive). Memibers desirous of obtaining any information / clarification concerning the accounts and operations of the Company are requested to address their queries in writing to the Company Secretary at least ten days before the Annual General Meeting, so that the information required may be made available at the ‘Annual Genecal Mecting. Recognizing the spirt of the Green Initiative in Corporate Governance initiated by the Ministry of Corporate Affairs, the Company proposes to send Annual Report and other doouments/notices to shareholders to the e-mail address provided to the Depository / Company. Shareholders are requested to register and/or update e-mail adcress witn their respective Depository Participant or the Company to ensure that Gocuments from the Company reach thelr preferred e-mail address, ‘All documents referred to in the accomparying Notice are open for inspection at the Registered Otfice Of the Company on all working days, except Saturdays belween 2 PIV. to 4 PM. upto the date of the Annual General Meeting ‘The statutory registers maintained under Sections 201 and 307 of the Companies Act, 1956 and the cottficate from tne aucttors of the Company certiying tnat the Company's Stock Option Plan has bean implemented in accordance with the SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, and in accordance with the resolutions passed by the members in the Goneral Meating will be available at the venue for inspection by members. While Members holding shares in physical form may write to the Compary’s Registrar and Share Transfer ‘Agent |e. Sharepro Services (India) Pv. Ltd., Unit: Dish TV india Limited, 12AB, Samhita Warehousing ‘Complex, Second Floor, Sakinaka Telephone Exchange Lane, Off Andheri Kurla Road, Sakinaka, Archer (East), Mumbai 400072, India, for changes, it any, intheir address and bank mandates, members having shares in elactronic form may inform such changes directly to ther Depository Participant immadiatalydishty 18. Members who hold shares in physical form in muttipe folios in identical names or joint accounts in the same order of names are requested to send share certificates fo the Company for consoldation into a single folio, 14. Under Section 109A of the Companies Act, 1956, Shareholders are eniitlad to make nomination in respect of shares held by them in physical form, Shareholders desirous of making nominations are requested to send their requests in Form No. 2B in duplicate (which will be made available on request) to M/s. Snarepro Services [India] Pvt. Ld 15, _Inallcorrespondences with the Company, members are requested to quote their aocount/folo numbers and in case therr shares are held in the dematerialzed form, they must quote their DP |.D. and Client LD. Nojs). By order of the Board Place: Noida Date: 29 May 2012 Ranjit Singh Company Secretary Registered Office: Essel House, B-10, Lawrence Road industrial Area, Dolhi- 110035 Important intimation to Members ‘As you all may be aware, the Minsty of Corporate Mars (MCA) has undertaken a “Grean hiatve Corporate Governance’ (Gieular No. 17/2011 dates Aorl 25, 2071 and Cour No, 18/2017 dates Acrl 29.2077) allowing paperless compares by Companise through electric meds, whereby the companies have been pernifted to send notiose / documents tots ‘Shareholders through slctronc mode tothe registered e-nal adresses of Shareholders. Secutise and Exchange Board of Inca (SEBI co i's Croul No. CIR/CFD/OIL/20: 1 datog October 5, 2011, have alo, in ro with the aforesaid MCA creulas, pormitted Istod ontios to supply soft copies of ful annual reports to all thoso Shareholders who have registred thar o-all aderaooae forthe purpose “Ths move by the MCA anc SEBlia a welcome measure sice it will benef the soca at lrge through reduction paar ‘consumption ane corsreution towards a Greanar Environment. hn vow of the Green hniiatves announced a8 above, tho CCompary sall snd al documants to Shavoholars Ike Gonaral Vanting Notices (ncling AG), Annual Reports coming ‘Audited Fhancial Statoments, Droctos' Roport, Auctors' Roport and ary other fulure cor munication (hori rofored ‘8 “documents in elton form, in isu cf physical form, to al tose Sharsholders, whose s-nal adress is registered wih epost Partipart (OF) / Registrars & Share Tevefer Agents (RTA) (etainate“regotered enall address) ard made ‘alable to us, wich hes bosn domed to 68 the Shareholder’ registared e-mall adcress for sarong documents cling ‘those covered \eWer Section 219 ofthe Companies Act, 1956 (ho Act ad with Section 3 ofthe Act and Clause $2 of he Listing Agreamart axacatod wit the Stock Exchanges, Physical copies of doourronts are also boing xovidod to Sharohokiors ‘who have sought the same, “To erable the senicng of dacumerts electronically tothe regterd e-maledcress, we request the Sharehelders to keep thar ‘-mall addresses valdstod/update fom tne to tne. Ploaso note thatthe Annual Ropot ofthe Compary wil also bo avalabie on the Compas wabste wawdishtvin for racy ‘elorenee. Sharsholdors are also requested to 1ako nots that they will be eid to be furnished, tte of cost, the eloesald [Socumenta, upon cai of requistion ftom the Sharenolaer, ary time, a a mamber oe Compan.¢ § . 5 3 e U P DIRECTORS?’ REPORT fo the Monitor, You (24°) A of Accou Mar rectors are pleased to present the Twenty Fourth tual Report together with the Audied Statement the Franolal Year ended 2012. FINANCIAL RESULTS ‘The Friancial Pectormence of your Gor forded March 31, 2072 s summarized below: /Trovsand) Wy forthe year Particulars Yearended] __ Yearended Sales & Sanioos 9.672.296 74,906,518 Other eomre 280295 Total Income 75285878 Total Exponsos T7.t42,718 Protoss befor (155 405) (1.896 006) Frovaien fr Taxation 7 Profil (Lose) after (1,588,408) (1,886,008) Tax ProtiLose forte Tse 55) 17696 906) rrourtavalable for 7,522 20), 5 RSE AmD) ‘Appropriations Dien wr wi General Recene Ni Ni Balance Garred 7,522,820), 5 804422) Fonwar DIVIDEND. £ Directors have decided nx cevidend forthe Francia Yea enc nent ay BUSINESS OVERVIEW ‘The Indian Broadcasting Industry fs going through an evolutionary phase. Linited number of cnannels and suo- standard picture qualty has becoine a thing of the past Entertainment through satelite dish though a common pPhonomenon in tha wosiorn world, was ioducod in Inda by dishv, which has brought about 2 sea-change in the Indian televsion market. The brand has changed consumer preforances and enhanced the standards of telovson viewership by offerng cigtal picture qualty with slerecpronic sound ad uninterupled viewing of more than 400+ channels and services. With vale acded services tke Movie on Demand, Books Active, Active Games to name a few, owning a dshty ls more than just chaneelentertannment. Oishty has kt no stare untined provicing outstancing services thathas the viewers glied 12 ther television soreens, The DTH industry consoldated its gain of last 5 yoars and continued the upward march in terms of customer Teuncn of new products, evolution of new technologies and wide varisly of customer propositions in terms of acquistion & retention schemes. The industry ‘added more than 10 Millon subscribers during the pera Under revew. The Industry was qute anead of the numbers _acauied by the digtal cable cperators during this perio. Strong brand proposition, diferentiated customer offerngs, launch of new High Defhition (HD) Channels and increase the number of channel fering by the incusty was the key highights of te year gone by CCespite intense competion, your Company was able to maintain its leadership poston by vitue of having the maximum number of registered subscribers among all the DTH operators. Customer daight was tho main thane of the year uncer reviow faciltatod by door stop services anc wider reach, In view of the growing appetite of the Indian consumers demanding more channels, your Company’ proactively contracted for a New satelite boated in the Vol existing satelite to augment the facil of Hy tarnels along with corvertional Standard Definion (S0 tannels. During the year under review, your Company acauifed accftional transponders on tho Asiasat § safolita hus increashng its total transmission bandwidth to 648 Miz from 482 MHz previously. The increased transponder apecty enabled your Compary to foreaso its Stancard Cention charinel capacity to over 320 and High Dettio capacty to over 80 which is substantial higher the any competing OTH th HO as Wall as SI transmission. With the avalbbilly of adcitonal capac, your Company is far ahead of tne competion in respect, Of satollto bandwicth for provsion of adaitional channolsand services to the subserbers, This will continue to be @ ferentator and game changer nthe months to come. uring the year, your Company unchec Nehe channels Ike Khana Khazana, Ten Gof, MTune ~ HD etc, Your Compary will corte to look for oppertuntige of sinlar nature to be ahead of the competion and create value for the Stakehokiers. ‘TheDigitalAdcressableSystoms (AS), alengawaitedevert for the development and growth of the cable end satelite sector, which has now been notiied by the Government to become applicable in four phases will push the industry towards a new paradigm benetting al the Stakehokiers of tne industry nclicng the Broadcasters, Distributors, DTH (operators, the Government and abow all- tne Consumers. ‘The DTH industy is expected to grow faster and stronger in {ho areas where DAS has been notified ey the Government because ofbrand equity, execution strength, understanding of the consumer benavor, well established sales and distribution cutlets, value proposition to the consumer and ‘bow all~ best qually service at the coor steps of the customers, ‘The year under review also saw the emergence of ‘Advorisement sales as a new and growing revenue stream. hh this segment, your Company established its presence, Closing the nancial year ata net revenue of € 15.68 crores (FY 11 ~ 12), agaist last year’s revenue of & 6.65 crores, fan increase of 178%. Tro orand cout of advertisers on Dish TV nereased by 2795% with leading global brands / ‘organizations uch as Microsott, Pepsi, Coca-Cola, P&G, HUL advertising on our platform. In fact, Dish TV was the only DTH platfonn iy inca where Microsoft launched its gbbal Windows 7 campaign. The metres based on advertisers and broadcastors requirments hieludo OPT (cost per thousand), dal rathigs and multiple case studies — al showcasing Disn TV as THE new medium to bo present on, Verious innovations were experimented with, i this year the ecvertser sponsored Free to Subsoriber MOD (which ‘saw an increase of alnost 300% in oxders in that patod}, tho advertisor sponsored Opan-to-all MOD format foaching alnost 77% of our base), default boot up sereon, banners (en the EPG, brand slugs on Buzz (the defauit landing channel, Red bug nnovalions on Buzz & MOD channels, sponsorship of fee fo subscrber and pad for by subscriver by leading advertisers, makhig broadcasters the default landing channel leading to an increase in Ggital ratings, and many more, which have all bean established as casa dishty stucies to be monetized with more brands this year. Your Company continued its efforts to bring vale and sckitional features in is services, Your Company uichec a High Detnition Set Top Box with Digital Video Recoding facility wih te facilty of gttng to record as much content 3 a subsorber wishes fo, Tha launeh of HD - DVR was @ big stide in the crection of acauirng the largest HD subscriber base With deep market understanding and a well crafted consumer insight, enlertarment as_an interest was immaculately matched to the emotion of Passion. For very television lover, tis their endloss passion for entertainment which makes them demand mae content, best technology and superor experience. Some people go to any extent 10 catch their favorite dose of entertainment ang dshiy, as a brand warts to target those thought eaders inthe wel of entertainment and uniquely positoned the brand to stand for Passion for entertarment 9, Dish Sawsar Hel. With a fist offs knd inate In the industry, an all excluslve cfhtvarthem communicates tho passion and zoal of cstv to ls consumers across segments that are practeally run by TV extertanment today. The brand is bull around their commitment to provide the most technologically edvaniced procuets with the maximum content end excellent services thal rtlects the eninence of not only the market Isador but 2.80 of poople behind ishtv who are thought leaders inthe world of entertanmert The key challanges in the future will bo harnessing the opportunities created cut of DAS regime, contaring the cost of fund, sleep taxation, satate the ever Increasing petite for new content, ‘SUBSIDIARY OPERATIONS (During the year under review, Easel Bushes Processes Limited (earler known as Integrated —Subsorbber Management Servoes Linited) ceased tobe a subsiiary of your Company. For the purpose of enabing your Company tehave enharced focus on lis core OTH operations so that Itcan expand customer base, raise revertue conirbutios through preduct irnevations anc provisions of various vahie added services, your Company civested its ent sharcholcing in Essol Business Procosses Limited on June 1, 2011. Accordingly, Essel Business Processes Lined ceased to be @ subsidiary of your Company from the date of transter10 ‘Subsidiary n Singapore You Company, on the approval cf the Boerd of Directors, has incorporated a wholly owned subsidary in Singapore Under the name and style of “Dish TV Singapore Pe. Lich" ‘The said Gompary is engaged n providing DTH related servos. The subsidary company has bee’ in operation ‘shee Novernber 2011. ‘The Moistry of Corporate Affars, Government of Iida, has allowed general exeription to Companies trom compling wih Section 212 (8) ofthe Companies Act, 1958, provided such companies publish tne audited consolidated fr cial statements in the Annual Report. Your Board has decided to avall the said goneval exemption from appcablty of provisions of Section 212 ofthe Companies Act, 1958, anc accorcingly, the Annual Accounts of the Subsiciary ofthe Company viz. Dish TV Singapore Pte. Lic, forthe {nancial year ended Maren 31, 2072 are rot baing attached withthe ‘Annual Report of the Company and the specifed frncal highlights of tho said subsclary compary aro csclosed in the Anriual Report, 85 part of the Consolidated {nancial siatements. The audted Annual Accounts and related infomation of te subsidiary willbe made avalabl, upon request and also be oper for Mspection at the Registered Ofc9, by ey Shareholder. As requited by the Accounting Standard AS ~ 21 issued by the insite of Chartered Accountants of da and LUstng Agreement with the Stock exchanges) the fharcial slaternents of the Company reflecting the Consolidation Of the Accounts ofits suosiceros to tho extort of equty holding of the Company in these Companies are iicluded in this Arnual Report ‘Subsidiary n Sti Lanka You Company, on the approval of the Boerd of Brectors, formed a Joint Venture Compary wih Satnet (Private) Luinted, a OTH License holder in Sri Lanka, the name and style of Dish TV Lanka (Private) Linted in Sri Lanka in ‘Apr 2072. Your Compary holds 70% of he share capil in the said Subsidiay Compary and the balance 20% is bing held by Satret (Private) Limited. The Management is in the process of inating the cominercial operations of the Subsidiary Compary, HOLDING COMPANY Direct Media Dstrbution Ventures Private Lirited (earler known as Chaka Warts Sports Private Limited, a Compary incorporated in India and being a pat of Promoter Group, helt 515,618,648 fully pald up ecuity shares (aggregating to 48.51% of the paid up share capita) of your Company and it acquired addtional 28,975,000 fully paid up equiy shares of the Company on December 26, 2011. Consequent fo such acouision, ts agoregale sharcholcing in tho Compariy increased 10 544,801 648, fully pac up eauty shares Le. 51.19% of the paid up share capital ofthe Company and thus Dect Meda Distroution Ventures Private Linited became the Hoking Company of ‘your Company. ‘As on Mach 31, 2012, Drect Media Distribution Ventures Private Lmited. holds 697,212,260 fully paid up equity shares constituing 59.86% ofthe paid up share captal of the Compary, SHARE CAPITAL, ‘During the year, your Company issued and allotted 447,240 full pid eauty shares ypon exercise of Stoo Options by the employees under the (ESOP Scheme - 2007" of the Company, (Curing the Financial Year 2008-09, your Company hac come up with Fights Issue of 61,81, 49,592 eauity shares OF € 1 each, issued al € 22 per share (hcluding premizn of 121 per shave), payable in tres installments. Upon receipt of valid frst and second call money, during the year uncer review, the Company corwerted 307,931 equily shares from & 0.50 paid up to 0.75 paid up and 319,484 equity shares from & 0.75 paid upto ful paid up. Pussuart to the Issue of further shares under ESOP and subsequent to conversion of party paid shares, the paid up capital ol your Compariy during the yea has inereased ftom 7 1082,976,747 comprsng of 1080,940,828 equity shares. Of € 1 each, fully oaid up, 2,058,645 equlty shares of € 1 ‘each pald Up 0.75 per share and 987,259 equty shares Of 1 each - paid up € 0.50 por share to € 1084,423,875, comprising of 1081, 701,440 equity shares of € 1 each, fully pad up, 2,082,513 equity snares of € 1 each - paid up & 10.75 per share and 659,922 equly shares o!® 1 each - pad up € 0.50 per share. As on March 31, 2012 the Compary has nol recelved the val Second call on 2,062,518 part pad shares and frst ac second cllon 659,922 partly pac shaves. RIGHT ISSUE OF SHARES & UTILISATION OF PROCEEDS THEREOF Out of the total Fight Issue size of € 173,992.91 Lakhs, your Company has received a sum of € 118,722.32 Lakhsyour Compary has recelved a sum of € 119,722.22 Lakhs fowarcs the Share application and call money as at March 31, 2012, the cotals of which have boan provided under the preceding heading he utiization of Rights Issue proceeds are placed before the Aucit Committee on quartery basis. The utlzation is uly cortfied by tno Statutory Auctors on half yearly & ‘anna basis. Further, the Company also provides the detals ofthe utilization of Rights Issue proceeds to the Mentoring ‘Agency on half yearly basis and furnishes the Monitoring apr to the Stock Exchanges. Your Board a ts meeting held on May 28, 2008 approved to mace change nthe manner of usage of rant issue frocoeds. The marner of lization of rants esue proceeds fs on March 31,2012, fas unde Paroles fount intace) Fomayrertol enw 742144 erate ‘arg reoeved after launch ofthe [2 600] General Corporate Purposs/Opeators T9907.28 Exersee Seeger aren | 00] (GPE) cing ated OPE wam| wara2s] he Sith Montoing Report fr hal your period, Jay 2011 = December 2011 containing deviation from the orignal Proposed expenditure plan and in accordance with the Tevised plan was recorded by the Audit Committee and tno Board at ter respoctve meotngs and necessary ccomplaco in this regard had bean carried cut GLOBAL DEPOSITORY RECEIPT ‘The Global Depostory Receipt (GDA) Ofer ofthe Company for 117,035 GDRs at a price of US $ 854.50 per GOR, feach GDR representing 1,000 fuly aid eauity shares of the Company were fuly subscribed by Apolo India Private uly I (Mauris) Linted, The underlying shares agatist teach ofthe GDRs were seved in inenamec! the ( S'Deuteche Bank Tust Compary Americas. As oF 281, 2012, 117,085 GDRs have remat Underlying shares of whuch Terms pa Up captal ofthe Compary. “The manner of utlzation of GDA proceads as on Mi 2012, i¢as under: dishty Partai TAnurt eintacs) ‘asta purchases reg GPE 7s. Tee Berns 26489 aban o eubeary se] Repeyrant of Bak Lars 758.22 Operatnal penses Zones Lees eres ered ses) Bark Bale zoanr7| Total s0088 8 | EMPLOYEE STOCK OPTION SCHEME In pursuance ofthe Secures and Exchange Board of india (Employes Stock Option Scheme end Empbyee Stock Purchase Scheme) Guidsines, 1999, your Board hac authorized the Remuneration Committee to administer anc implement the Compary’s Employee Stock Option Serene (ESOP -2007) including deciding and reviewng the elgilty critora for grant and /or Issuance of stock options to the oigble omiployoes / rectors under the Schame, Further, In view of the growing equency of allounent of equiy shares pursuant to exercise of siock optons by eligible employees J rectors, your Board constituted an ESOP Allotine Cornmitie to consider, review ard alot equity shares tothe pligible Empbyees / Drectors exercising the stock options Under the Employee Stock Option Scheme (&S0° - 2007), the Compary. the perod under review, your Company atte full paid equity shares Upon exercise o the stock ‘options by eligibe employee uider the ESOP —2007, During the yee, your Board approved the grant of 125,000 shares to the elgble employoes in pursuance to the ESOP — 2007. ‘Appleable disclosures relating to Ermployoos Stock Options as at March 31, 2012, pursuant to Clause 12 (Disclosure in the Directors’ Report) of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidetnes, 1999, re given as ‘Annexure Ato this Report. ‘A cortficate, as prescribed under Clause 14 of the said Guidelnes, obtained fom Statutory Audtors shall 60 avalabl for nspoction at the Annual General Mecting anc 2 copy of the same shall be avallable for Inspection at the registered oc "12 PUBLIC DEPOSITS AND LOANS / ADVANCES During the yoar, your Company has not acceptod ary Deposits under Section SBA and Section SBAA of the Act, read wih Companies (Accoptance of Deposits) Rules, 1975, Pursuent to Clause 82 of the Listing Agreement, the ppartculas of loans/advances given to subsidiary have been ‘Gscloced in the Anrual Accounts of the Company. CORPORATE GOVERNANCE You Company has in lace the best governance practice fas ld Gown in Clauso 49 ofthe Listrg Agroament withthe ‘Stock Exchanges, Your Compary nas documented intel ‘overiance polcies and put i phe & formalized system of Corporate Governance which sets outs the structure, processes aidpractces of governance wthin the Company and serves as a guide for day to day business and strategic ccacision making in the Compary, Based on ‘Corporate Governance Volitay Guidelines £2000 issueciby the Ministry of Corporate AMfaisin Decerier 2008, your Board at s meeting held on July 20, 2011 has ‘constiuted a Nomination Commitee of your Board to inter- alia evaluate the current process ofneminating / appointing Diectors on the Board of your Compeny, formulating guidelines for evaluation of candidature of indivi for Rominatng andlor appointhg as a Director ete You Compary is in complanco of all mandatory requirements regarding Corporate Governance as stioulated uncer Clause 49 ofthe Isting agroement withthe ‘Stock Exchango(). For tha Financial Year onding 2072, the Complisice Report is rovidecin the Corporate Governance section of the Anrusl Report. A cerificate issued by the Stalulory Audtors of the Compary on complance of the conditions of Corporate Governance stipulated n Clause 49 of the Ising agreement wth the Stock Exchanges) forms par of the Corporate Governance Report. ‘The report on Corporate Governance has beon separately provided in this Annual Report MANAGEMENT DISCUSSION AND ANALYSIS. Management Discussion and Analyss Statement for the year under revew as provided under Clause 49 othe Listing ‘Agroament with the Stock Exchanges in India is separately attached hereto and forms a part ofthis Annual Report. CORPORATE SOCIAL RESPONSIBILITY Corporate Social Responsibly (OSA) the continuing commitment by busness to behave ethically and contrib.ts ‘to ecenamle development while mpraviwg the qualty of fo of the worklores ad ther familes as well as of te kcal Community and society at large. You Company ains at managing its busness processos in such a way s0 as 10 produce an overall postive mpact on the society. CSR is fat the core of you Comnpary’s vision and mission which Is achieved by focusing on the Interest of the employecs, customers and sharenchers of the Compary and the society at lrge, ‘As part of the Essel Group of Companies, your Company has at a urifled and contralzed vel, put in placo & Corporate Social Respo silly (C89) poley wrich fs based ‘ona balet that a Susness carrot succeed Na soclty that fas and therelore its imperative for business rouses, 0 invest in the future by aking part in soca-buiking activites. CCurng the year under review, Essol Group continued to support cause of Exal Vidyalaya Fou'caton, an NO that works to bring about bast lleracy ard health awareness amongst tho ‘rioal and rural population of India; Global ‘Vipassana Foundation which hebs propagate Vipassana, the non-sectarian rational process of set-purtication wih the aim of bringing about peace both within the indvidual and the socily fr general and Global Founcation for Cwizational Harmony, @ body which ains to create a peaceful and harmonious socety POSTAL BALLOT ‘During the year, tne Compary did not pass any resolution through postal ‘oalbt Erooess proscribed under Section 182A of the Companies Act, 1856 read wih Companies (Postal Baton) Rules, 2011 DIRECTORS In accordance with the provisions of Companies Act, 1958, Me. Arun Duggal and Or, Prtam Singh, Directors, retro by rolaton at the ensung Anrwal General Meeting of the Company and belng sligbls, have offered themselves for re-apoohtnent. Your Board has recomninenced thet re appointment the overall inleest of the Company. Brief protleof the Drectors proposed to be re-appointed, has been included in the Report on Corporate Governance forming pert of the Annual Report. AUDITORS. The Statutory Aucitors M/s 8 SR & Co., Chartered Accountants, Gurgaon, having Fri Registration No.10124aW, hold cee untl the conclusion of the ensuing ‘Annwal General Meeting and ae eligbie for re-appointment. ‘Your Company has received confnation trom the Auditors to the effect tat ) ther reappointment, if made would be wihin the tints prescribed under Secton 224(18) of the Companies Act, 1856; i) that tney are not cisqualfiod for reeppontinent within the meaning of Section 226 of the said Act and {i they have been provided a valid ceificate ftom the Peer Raview Board of the Institute of Chartered ‘Accountants of ha, AUDITORS’ REPORT ‘The report ofthe Statutory Avclto of the Company contains qualification statements ‘The response of the Management to the comment of the ‘Statutory Actor mentioned at serial number 5 () of he ‘Aut Rapor is as folows — The Lease rentals a facial ‘tancaction based cn cost of ung, taxation and cash flow Consideration. Depreciation Is not cect inked with the base poriod but fis more to do with Me of the set too boxes, repal, mabitenarce and ciher servos rebted issues. However the Company has areacy put place the process of charging Gopreciaton on Consurner Promisos Equipment In tems of the Accounting Standard 19 trom ‘Apr, 2012. The response of the Managernent to the comment of the Statutory Aucttor mentioned at serial number 5 (g) of the ‘Aut Report as follows - The Company had received @ rotice from income Tax Department about the short eduction of TDS on account of paymnert made to various Content providers. We are fimly of the opinion, on the basis of various jusicial pronouncements and legal advee received, thal we are not requred fo provide for such short ecucton, ‘The response of the Managment tothe comment of tho Statutory Aucttor mentioned In Serial va ofthe Annexure to the Auditors’ Report is as folows - The relevant provisions Were made eppieabk to the Company In the ourent fnancialyear and your Company immediately hitaied steps to develop and put in place inffastucture and process for Implementation of the same. The process of Integration Cf tho reoores with SAP and the IT systems havo Been ‘completed. Further, though the Audit of Cost Records are ‘not mandatory applicable forthe Financial Year 2011 — 12, your Company has proactely apported M/s Chanda Wachwa & Co,, Cost Accountants as the Cost Auditor of tne Company forcaryng out the said auc for the Financial Year 2011-12 and issusrce of necessary report. dishty ‘The response of the Managarnent to the comment ofthe Statutory Auctor mentioned in Seral (x) (a ofthe Arnexure to the Auditors’ Report is as folbws - The Entetaninent Tax isa siafo subject and in the year under review, some addtional states have imposod ontertarment tax on the DTH servees. The Company has been proactive fn providing information and deposting taxes / lowy / fee to the Governmient Authorities within the prescribed tine, The olay in cepositng the Entertainment tax has been cue to logal and procedural issuss, cost AUDIT ‘The Company has appointed M/s Crancra Wachwa & Co., Cost Accountants, a8 the Cost Austor of the Compary for cartyng out the Cost Auct forthe Financial Year 2011. 12 and issuance of necessary report. The due date for submission ofthe Cost Audit Report forthe financial year 2011-12 is September 20, 2012. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND ourco, Your Company is in the business of providing Dict to Home services. Since the said activity does not involve ary manulacturng actviy, most of the formation requred to be provided uncer Section 217(1\6) ofthe Compavies Act, 1956 read with the Companies Disclosure of Particulars i ‘tha Raport of the Board of Drectors) ules, 1888, are not spplcabh, However the information, as applicable, are given hereunder Conservation of Energy: Your Company, being a service provider, recutes iinimal {energy consumption and every endeavor Is mad to ensure ‘optimal use of energy, evold wastages and conserve anergy 28 far as possible, Technology Absorption: Inits endeavor to delver the bes ots viewers andbusiness partners, your Company is constantly activo in harnessing f'n tapplig the latest and best technology in the industry. Foreign Exchange Earnings and Outgo: Particulars of foreign currency earrings and cutgo during the year are given in Note No. 29, 20 and to the notes 10 the Accounts forming part ofthe Annual Accounts. 134 HUMAN RESOURCE MANAGEMENT Human Resource Management continues to be the focus area arising cut of intense competition in the sector and adoption of new techrolages, contemporary practices and cutting edge customer delvery system. Ths acts as one of the difeiater hn cur customer seistation mate vis-a- Vs the peer group and rsing expectation of tho subscibor. Curing the year, various programmes were initated to Upgrade the sail of the human resource ofthe Compary, ‘The management of you Company ams at developing such siategies that not only promise attraction of Dest talent nto the Company but sico ensures their retention by bulling trust and insling devotion in them. Your Board bleves that employees eo vital to the Company and hence your Compariy aims to incorporate the planning & Control of manpower resource nto the corporate level plans 0 that all resources are used together in the best posite combination. Pay revisions and cthor bonofits aro cosigned in such a way to compensate for good performance of the ‘employees of your Company. ‘The talent base of your Company has stead increased and your Compary hes created a favorable work sxvronmnent ‘which encourages innovation and meritocracy. ‘The Company has also putin place a scalable recruitment and human resource management process which ensures retention of competent employees. PARTICULARS OF EMPLOYEES You Board wishos to axtnd its appreciation to all tho ‘employees ofthe Company fr thoi exceptional contribution in the business of the Compary durng the year under raviow. The information required under Sacton 217(2A) of the Compares Act, 1858 (Act) read with the Companies (Particulars of Employees) Mules, 1875, is requred to be set out in an annexure to this report, However, in terms (of Section 219(1}b) of the Act, the Report and Accounts fare being sent fo the sharenokiers excidng the atoresad anenure. Ary sherenoker interested in oblaring copy Of the same may wile to the Company Secretary at the Corporate Ofee. None of the employees, except Mr Jawarar Lal Goo), sted in the sa annexure are related 10 any Director ofthe Company. DIRECTORS’ RESPONSIBILITY STATEMENT bn accordance with the provisions of Section 217/24) of the Companies Act, 1956, n relation to he Annual Frincial ‘Statements for the Frnancel Year 2011-12, your Dreotors ccorfrm tho folowing: @) The Fihancél Statements have been prepared on a ‘gohg concern’ basis and in such preparaton the applicable accountng standards had been followed with proper explanation relating to material departures; 8 ‘Accounting polices selected were apled consistently and the ludgments and estimates relied to the ‘nancial statements have boon made on a prudent and reasonable bass, so as lo ge true and far view of the stato of affairs of the Company as at March 21 2012, and ofthe profit or loss ofthe Company for the ‘year ended on that date ©) Proper and sufficient care has bee taken for maintenance of adequate accourtng records accordance withthe provisions of the Companies Act, 1956, to safeguard the assels of the Compary and 10 prevent and detect fraud and otrer equates: ard ) Adequate internal systoms and controls ar in place 10 neuro compliance of laws applicable to the Company. ACKNOWLEDGEMENT Your Board takes this opportunity to place on record Its appreciation for the dedeallon end commitment of ‘ployees shown at all vels that has lad fo the success of your Company. Yeur Directors are oblged anc express {ratitude to the continued support and assistance recetved ‘fom the Central ard State Govornmanta, The Ministry of Corporate Afars (MOA), the Ministy of Information anc Broadcasting (MI, the Dopariment of Telecammunication ‘nd Foreign Investment Promotion Board (FP), Mristry of Finance, the Telecom Regultory Authority of Inca TRAN, the Stock Exchanges - and other Stakeholders incudhng viewers, vendors, bankers, investors, service providers as wollas cther regulatory and Government Authorities. For and cn bahaf ofthe Board Jawahar Lal Goel Managing Drector BD Narang Director Place: Noida Dato : 29 May 2012ANNEXURE ‘A’ TO DIRECTORS’ REPORT Statement as at March 31, 2012 pursuant Board of India (Employee Si 10 Ck dishty ‘S.No [Partoulare Det ® poe Granted and No.of Options Granted [Execs Pree /PerEa 3073 10 veuary 21,201 a7 hy 20,2011 12 8 [Prong tomas Fo rida.as approved by the Shah frie” aa per he SEI Gadel, ve the ect eval closing pics pir te the date of Sant of etn a tha Stook Exchange ner thor a nghost acing vole svecid [1.38 ng as aoa eto a ons grrtec on August 21, 2007 ars Agri 2, 2008 woe Tw 850702, ital nurrber oop = [a K__ | Employee wioe detallo of opti ted (os on March 31, 2012 () Senior managerial person Name Designation No.of Options Granted [ No.of Options outstanding AC verwataish 569,400, 400) ‘tab Kuti Prado Toowooay aj Aratar Prescent- Proecte 35,500 Fajosv Kurar Dalia 0. 4.220 {i Any other employeo(e) who received « grantin any one year of option amounting to BY or more of option Granted during the year Name Designation No.of Options granted Salbja Charan Patnayak puty Ves Preiser Carta Zone 40,000 *Re-prced © 37.55 on AugustTi) donted onplyoos whe ware granted options, dure lary you, equalto or sxcooding 96 ofr issued capial (Grolidng euletanarg wararta and oonrdlora) fhe Gampary atthe tre of grant Dikted Earning Per Share EPS) pursuit to lun of shares on exercise ef option caused in acoorcance wth Accounting Stared (AS ~20) ‘Earning Por Sha | ote Ee Company has, Serre | EE |e | LaTE|ECT | ET aun anaes : toereles [EES Gollan Pater ‘took ootione, | vals ofthe eatowes| [ovis en os tooae_ |edae oP teewoove [pers bmed eed pees) peed eer faa ese eee | eo cc Romee |aterie onprofte and | Mathod was ene?Softhe | elev Conary | ou Ny] Wethied- are Dito coe om 2 ed far values of “ ” oe " - ee Sates tare eae fe sec ae ano ation + e-prioed at 837.55 on Aug 28,2008disht/’) ANNEXURE ‘A’ TO DIRECTORS’ REPORT (© | Aceootsion othe mwthod and agrifleart assumpione used dung folbwing waht Date of ra 7 fakes rire ata Tae wae | soa | Ta Wexoected ie re) 5 @ 5 {expected veltity na aa Tamm] en | ee (i hs pres ofthe undering ae h 782 7s or ec ‘ho markt athe tin of opston grant Bia (s expected diadande “The shares leued under etock onions welding tho Hah 10 reosive divicand. Excte "9 tho ef tho she vais ofa callopton by ereatg dop n mast price of te stock. Ad known evidone payouts avert fof tho oat ar thact tho formulas ver nthe prasntcaae, aa the Hs ofthe option nestinatng the ameut with certainty Hence, ize died payout he not boon orporaed tho valuation anal, *Re-priced at € 87.65 on August 26,2008 Forand on behalf ofthe Boars Place: Noi Jawahar Lal Gos! BD Na Date 20 May Manage Drecior Decor "ise 18 P ANNEXURE TO DIRECTORS’ REPORT STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956 RELATING TO SUBSIDIARY COMPANIES gin ofthe Subsidiary Company Dish TV Singapore Pe. Limited 2 ST Maria 100% {ty Share of 160 fay (8 pal up Sareea Hokie Coney Near eric on March 1, 2072 NC 1) For te prev Prencel Yu Fniderbo oreo x booare a Subsny 6 The et aoaregat aunt of rom Toone) isreddealt al For the Francia ver eed a Place : Noida 29 May 2012 For and on behalf of the Board Jawahar Lal Goo! Managing Drect BD Narang Directordishty REPORT ON CORPORATE GOVERNANCE Dish TVs philosophy on Corporate Governance clearly envisages thal Good Corporate Governance practioes ee sine qua on fora sustainable usiese that als at geerating long tem value for alls Staxcholiers. Corporate Governance mainly Ivoles the establishment of structures ac processes, with appropxiate checks arid babces thet erable the Board, a3 Collegian, fo Gschargs ther legal responsbilties in 2 mann which is benefolal to all Slakeholders. Your Company fin balleves that matarning the ighest standards of Corporate Governance is impecatve in is pursul of adership the DTH industry. Your Company strongly belles that Good Govemarice fea pre-equiale fr establishing a relaionship of ‘must between the Company and its Stakeholders. Corporate Governance is a owney for constant improving sustanable| value creation and malntaning an appropriate balance between the Stakeholders, the doctors and the managers of the ‘Company. Itis bout now an organization is managed and operated. This includes is corporate structure, cule, polcies| {and the manner fn whien deals with various Stakeholder, Corporate Governance philosophy of Dish TV India Limited (Dish TV) stems ftom is bel that the Company's business stategy, plans and decisions should be consistent with the welfare of all its Stakeholders, inclng Shereholers, Subscrbers, Employees, etc. Your Compary futher beleves that the quest for excellnce in performance rests 0” Lnfinching adherence to the core values cf ntegrty, honest, transparency arc accoUrtabity 1 allbusriess transactions, ‘These bolio's are based on a rich legacy cf far and ethical busness practices and steadfast commitinent to uphold professional nlegiy. Your Company belleves that sound Corporate Governance is critcal for enhancing and retaining Investor rust and your Company always seeks to eneure that is performance goals are met with ntegriy. Your Companys committed to adopt best governarice practices adits adherence n rus spits ataltines. Your Company has lad strong fourdation for niakrig Corporate Governance a way off by constitulng a Board witha belariced mix of professionals wih eminence anc integiy from withn and outside the buses, forning a core group of top executives, Indueling competent professionals throughout the organization ad putting in place systems, processes and technologies {ostrengtnen such foundation. nits efor to mgrove on the Corporate Governance practices, your Board has adopted a Corporate Governance Marwal which serves as guice to various actives and dec'sons inthe orcnary course of bushess. “Through its Manual, he Compary ensues thatthe Board of Drectors are wel formed and equipped to ‘ull hel overall respenstltes and to provice management with tne satoge drecion neaded to generate long orm shareholders valu. Effective Corporate Governance requires a clear understanding of the respoctivo roles of the Board and the Sonor Management and thor relationship with others in the corporate structure. With this understancing in ming, your Boarc ‘exerose8 Is responsi fn he widest sense ofthe term. n ts endeavor to act as a trustoe ofthe Srarenobers' capital your Board perforns @ pivotal rol in the governance system focusing on Good Governance in order to attain maximum ‘lus forthe enti specitun ofits Stakeholders leading to long term anefts to the society at large. Our disclosures sook to matcn bast practices ih ternational Corporate Governance, We abo endeavor {o enhance nig tem Sherenobers! value and respect minority rights In allour business decisions, In accordance with the requirement of Stock Exchanges ed as per Clause 49 of the Listing Agreement the Compliance leper on the Corporate Governance is as under: BOARD OF DIRECTORS. Your Company belleves that a dynamic, vigorous, well-formed and indgpencent Board is necessary fo ensure highest standards of Corporate Governance. The compesiton of the Board of Dfeotors of your Company isin conformity with the provisions ofthe Listing Agreement and the Companies Act, 1968. The day-to-day managorent of the Company is fentrustog wit the Key Management Personnel ld by the Managing Director wna operates under tne syperrtenderca, rection and contol of the Board. The Board raviows and approves stratogy and ovorsoos the actions and performarico| ff the management to ensure that the longeterm objective of mproving Stakeholders’ value ls mat. ‘The majority of your Board members, i. 5 {Ive} out of 9 nine), are Independent Directors and the Aucit, Remuneration and Selection Committees ofthe Board comprise of majority of independent Drectors, 4) Composition of Board You Compary has a balanced Board with combination of Executive and Nor-Executive Directors, to ensure Independent functioning aid the compositon of the Board fn conformity with Clause 48 (0 (A) of the Usting 18») a ‘Ageament, The Board reviows and approves Maregement to ensure tht tne ong ter objectne of the Company provide appropriate Arrual Carifeations to the Board coring sats ther beng Indapendent as lid down n Clause 49 ofthe Composition of the Board as at March 31, 2012 strategy and oversees the acti enhancing Staxerolde's value Listing Agresinent id performance of the met. Independent Direc nf tha conations o Category of Directors No.of Directore | 9 to Total No.of Directors Booutvo 5 6 Total ° 00 Board Membership & Term: “The Non-Executive Directors are lable to retie by rotation and one third of the said Directors rere every year and ifetgibe, offer thernseles for re-aoporntient Board Meetings and Procedures: During the Fnanclal Year 2011-12 under review, 5 (ve) mestings of the Board were held on - May 2: July 20, 2011, October 19, 2071, Jaruary 19, 2072 and Maren 27, 2012. Tho ntavening period betwee" the load Meetings wore well wth the maimum ime gap prescribed Under the Comparies Act, 1856 and Cause 490 he aul caleidar of meetings is broadly determined atthe begising of each year. The Board meets atleast once a quarter to review the cuartely performance and tancialresuts ofthe Compary. Particulars of Directors, the eltencance atthe Arrial General Vesting and Board Mestings held curing the Financial Year 2071-72 and also thet other directorships n Pue Companies excludng Pzvate Lmted Companies, Foegn Companies and Section 25 Companies) and momoarship of ether Board Gomnmitoes as at March 81, 2012 are as der Name of iector | Category ‘Atondance at To of Doctor] _ No.of Nombershia of (otetFive Meet-| “on August 30, | Companion harmon nas) 204 Subhash Oran a Ne 5 Tewahe al Goel 5 Yes 5 7 tox Kn a Te 2 2 Bhagwan Desa 5 Ye @ 6 SanayHPat [ALP Ne *Aernate Drector to Me. Mintoo Bhan PD: Promoter Director NED: Non-Executive Director ED: Executive Director ID; Independent Dice ND: Nominee Direc ALT: Aernate Ditectora dishty “Committee Membership cetals do not inclide charmanship of committees as it has been provided separately. ‘As per Clause 49 of the Listing Agreement, for reckoning the Init of committee Chaimnanshps/Membershipe, Aust Committee and Share Trrster and Investors Grievance Commie alsne nas beer consiered, “The calondar of meetings is planned hn advanoe forthe whol year in such a marcer that the time gap between ‘wo meetings doas not exceed 4 months, ag presorlbed Under appleable kws. Board Mectings are gorerally hols uring such tine of the end ofthe quartet so as to intr-ala Incorporate announcement of quartery results. AIS, In addtion to the pre-scheduled meetings, accitional Board mestngs, as end when requred, are convened by Giving aporoprate notice to deal with the busiiess exigenicies/urgencies/specitc nesds of the Company, Board oatngs are gonerall held atthe Corporate Office of the Campary at Nowa which are governed by a suitably ‘Sructured agenda, timely made avalzblo tothe Board members. The Cempary Secretary n cansutaicn with the (Garman Managing Oector plans the agenda othe Meetings wallin advance and erculates the same abnng win ‘he explanatory notes amongst the members of the Boarc in complance wih the presorbed Secretarial Slancards in ths regerd to enable them to take informed decisions and fo feciate meeringtul and focused discussions at ‘ho meeting, Ary Board Vermbar may, in consuation with tne Charman, bring up ey matter in adkSton to the matter provided in aganda for consideration by the Board, Senicr Management Personnol are invited to the Boar eatngs to make requiste presentations on relevant issues or provide necessary signs ino the operations / Working of the Compary and corporate strateges. In special crcumstances addtional or sypplemeritary ems ‘ar@ pernited to be taken up under ‘any other lem’. To aford necessary insight into the working of the Compariy and for discussing corporate strategies, the Chie! Executive Officer an Chef Friancial Offest are ried to the ‘Moatiigs of the Soara. lh adctton, the functonal heads of various Gepariments of the orgarization ae also invtec {at tho meostings, as and whon required, to presont updates on thei core areas. Al information requitod tobe placed before the Board of Brectors as per Clause 49 of the Listng Agreement, are considered and taken on record / ‘approved by the Bow, The Board reviews Campllanos Aeperts in respect of ws and regulations relevant tothe Compary. Brief Profile of Directors of the Company, Including those to be re-appointed at the ensuing Annual General Meeting: 4. Mr. Subhash Chandra, is Nor-Fxecutie Chaimnan of the Company and promoter of Essel Group of Companies which is eriong the leading lights of the Incian industy, A seltmade man, Mr. Chanda has Consistently demonstrated his ably to ideniy new businesses and lead thern on the path to success. Me. Chandra who is refered to as the Meda Moghul of Inia, revolutionised the television industry by luziching the courity’s frst seellte Heil channel Zee TV in 1992 and later the frst private news Channel, Zee News. The EE Network tocay has over 609 millon veers 168 couiries, Hs bouquet of bushresses includes television Tetworks (ZEE & ZNL}, @ newspaper chan (ONA), cabb systome (Wire ard Weekes (hia) Ltd), Drect-1o- Hame (Dish TV), Satalfte Commmuniestions (Agrani and Procall, Thame parks (Essel Worl ang Water Kingda), Online Gaming [Playwin), Education (200 Lea), Flexible packaging (Essel Propack), hirastucture development (Essel ntraprojects Lid) and Family Entertarment Centres un Cinemas). Credited with tremendous business fstuteress, Mt. Chanda has charted a couse of growth and success, unparalled in business history. All (of Mr. Chanca’s ventures are path-breaking in natu, be it the Essel Prooack, whichis the lergest soscilty packaging compary in the werla; Asais lrgest amusement park Essel World othe fest satalteteloviion ft rga Zoo 1M, Me. Chandra has been recipient of numerous industry awards anc civic honors inclu (a) Entrepreneur of the Year (Ernst & Young) [1998] (b) Businessinan ofthe Yer (Business Sterdard) [1999]; (c) Enterxisng CEO of the Year (ternational Brand Summit) [1996]; (a) Global han Entertainment Persovalty of the Yea by FICCI [2004]; {0} Lifetme Achiowornent Awara at the CASBAA, Convention {2005}; () Hall of Fame for continuing Ccontitution to industry in Entrepreneurs category atthe INBA (2010); and (g) International Erwmy Drectorate ‘Award [2071], Me. Chandra has mace his mark as an iluental phitheopst in indi. He has set up TALEEM (Trensnational Alternate Learning for Emarcipetion and Einpowerinent trrough Mutmedia) fo provide access to qualty 21education through distance and open learning, He Is also the Charman of the Ekal Vidyalaya Foundation of Inca — a movetnent to eradicate ilteracy froin rural and tribal nda. The Foundation provides tree education tonoarly 10,35,444 (1 millon +) tral chicken across 38,783 villages through one-toacher schools, Ho's ako tho mowing force behind tho Global Viassana Foundation — a trust sot up to help people raise thor speitual quotient. ‘Apart ftom tne Comparyy, Mr. Chancra holds droctorshi info (6) other Indian Public Limited Companies v2. oe Entertainenent Enterzrises Linited, Essel Itraprojects Limited, Essel Propack Limited, Wire and Wreless (ini Limited and Zee News Limite, Mr. Chancra does not hold any equity shares of the Company i his narne as at March 31, 2012. 2. Mr. Jawahar Lal Goel, was appointed as the Managing Director ofthe Company on January 6, 2007. He has ‘boon actively volved in the creation and expansion ofthe Essol Group of Indusines. A prophet in picnoerng the Direct fo Home (OTH services in nda Ne has been instrumental n establishing Dish TV as a prominent brand with Inda’s most modem and acvanced technological inastructue, Mr. Goel fad the iniatves of the Indian Broadcasting Foundation (BF) as its President forfour consecutive years from September '06 to September "10 and continues to be ils active Board member, He Is also the Board of varous committees and task forces set up by Ministry of Information & Broadcasting (MIB, Goverriment of Inia, and continues to adress several ertical matters related to the Industry. He fsa pxine xchitect n establishing India’s most moder and advanced technological infastructize forthe Implementation of Conditional Access System (CAS) anc Direct To Home (OTH) services through Headend in the Sky (HITS) which fs posed fo bring about a revoliion in the dstrbuton of various entertainment and electronic moda produets in inci in the ensung months to the consumers (TV viewers) encemoush: ‘Apat ‘rom the Company, Mr. Geol holds drectorship in fvo (6) other Indian Puble Limited Companies vi. Chiral industries Uta, Essel Infernatonal Lic., Essel inragrojects Lid, Rankay Investment and Trading Company Lid, and Zee Turner Limited, ‘Ason March 31, 2012, Mr. Goel holds 176,800 ecuity shares comprishg of 0.02% of the pald up captain the Compary. (Mr. Bhagwan Dass Narang, Is an Incopondert Non-Exacutve Member of the Board, Mr. Narang is a Post Graduate in Agrcutural Economics and brings wih hin 32 years of Banking experience. Ouring his peroa, he ako hold the coveted positon of the Chaiman ard Managing Dirotor of Crietal Bark of Commerce, Mr Narang has handlod special assgrmerts v2. aerate Coarman of the Commits on Barking procedures cot Up by Indian Banks Assocation fer the year 1997-98, Chaired a panel cn serious thancal frauds apponted by FRB, Chaired a Panel on fnaicial construction industy appointed by nian Ganks Association(3), anpointec fs Chainan of Governing Couneil of National instiute of Barking Studies & Corporate Management, bots ‘emer of Management Cammittee of IBA, Member of the Advisory Courel of Barxers Traning CollgaRAI Mumba, Chainnan of IBAs Advisory Committee on NPA Managetnent, COR Mecnanistn, ORT, ARC, etc, elected as a Fellow and Member of Govering Counc ofthe Indien insttute of Barking & Finance, Mumba, flected as Deputy Chakman of Indian Banks Associaton, Mumoa and recipient of Busiress Standard “Banker ofthe year” Aware for 2004. ‘Apart trom the Compary, Mr. Narang holds directorship in nine (@) other Indian Puble Limited Companies va. Shan Autolech Lic, Alcon infastucture Ltd, VA Tech Wabag Lid, Amar Uala Publications Lic, Revath Equipment Lid, Karyy Stock Brokng Lid, BSE Financial Services L1G, Laxshini Preolsion Screws Lid, anc Mayar Heath Resorts Lint. ‘Ason Maron 81, 2012, Me. Narang holds 3,000 equity shares comprising cf 0.00% ofthe paid up capitalin the Company.dishty (Mr. Ashok Kurlen, s a Non-Fxecutwa memoér ofthe Board, Mr. Kurien has been inthe bushess of bullng brands for over 35 yoars, particularly hn the leks of Media, Marketing and Communications. An early od, Mr Ashok Kuslen has the Kecn eye of crving start-ups in emerging bushesses and guicing them to size and seal, such 28 TV, Lottery, PR and dot coms, where re Doth vested and mentored, which nave boen resounding success slories. Mr. Ashok Kurien's Passion fo "go on his own fred his arnbticn, resulting in the formation of ‘Ambience Advertsing in 1987, one ofthe most formidable creative pawerrousa ns fst decade, Amisienee has come @ long way, and was later sold fo the Publis Groupe. AS a special advisor to the US 87 dillon Public's Groupe, ho laads thor inergers anc acquistons for Inia Mr. Ashok Kurien is a Founder-Premotor/Drector of Zee Entertainment Enterprises Linted (ZEEL), under the leadership of Mr. Suohash Chanda, He i a Founder-Promoler/Director anc Strategic Marketing Advisor to Dh TV and Playwn, He sa Founder-Promotar of Inale,cem, tre Jon Venture between ZEEL and Mallar, which he helzed conceptualize and estabish, He is also & Fourcer Partner of Hanmer & Partners, one of nda’s top-trree Public Relations agencies, He is Found Partner n Flora2000, one o the leading glaoal online tower stibution services, as wollas Remindo, an fice Empleyoo Engagement Network. CDospite the heights he has achieved in his career, MV. Kuren has his fect ly rooted to the ground, He bolioves: in commitment to scelety ands involved wily a nuriber of charies, NGOs ane social service organizations. ‘Apert from the Company, Mr. Kurlen holds drectorship in one (1) other indian Pubic Linited Compary wz, 266 Entertanmert Enterprises L's, ‘As on March 31, 2012, Mr. Krien holds 1,174,160 equity shares, comprising of 0.119 of paid up capital ofthe Company, 3. Mr. Arun Duggal, © an Independent Non-Executive memioer of the Board, Me. Duggal is a Mecharioal Enghneer from Indian stitute of Technology, Del, and holds an MBA from the Indian Institute of Managernent, Ahmedabad. Mr. Duggal is visting Professor a the Indan Insttute of Maragament, Anmedabad where ho teaches a course on Venture Capital & Private Equiy, Hes an experenced inlernatonal Barker and has advsed ‘companies and financial institutions on Francia Strategy, M&A and Capital Rasing. He a US National anc Overseas Citizen of hid Me. Cuggel’s involved in severalinitatves in social and education sectors. Mr. Cuggelis Chalten of Belwether Microfnance Fund, a social soctor fund, which provides eculy capital to small, promising Micro Financo organizations, He was erstwhile Chairman ofthe Americar Chamber of Commerce, Indi, He was on the Barc (of Governars ofthe National Intute of Bar Management Mr. Duggal had a 26 years careor with Bark of Ainerica, mostly in the ULS., Hong Kong and Jagan. His last assigrmont was as Chef Executive of Bank of Arica in Inia fom 1898 to 2001, He isan expert international fnarce and trom 1981-1990 he was head of Bank of America’s (ol & gas) practice handling ralatio'snips with companios ike Exxcn, Mob, etc, From 1991-94 as Chit Executive of BA Asia Lirited, Hong Kong he looked afte Investment Barking acthilies for the Bank in ASa. in 1985, he moved to Tokyo as the ogional Executive, managng Bank of America’ bushes n Janan, Australa and Korea, From 2001 to 2003 he Was Chet Francial Offeer of HCL. Technologies, inl ‘Apart from the Comparyy, Mr. Cuggal holds dreotorship in Eleven (11) other Indian Publ Liited Companies viz., Patni Computer Systoms Lid, Shrram EPC Ltd, Shrram City Union Finance Lid., Shriram Tansport Finance Co, id. Shriram Properties Ltd, Sriram Capital Ltd, Info Edge (indi) Lic, Adan Ports ancl Special Economie Zone Linited, Educomp School Managainent Linited, Zuar' Holdings Linited and Zuri Industries Ls, ‘As on March 31, 2012, Mr. Duggal does nt hol ary shares in the Compary. 228 Pritam Singh (Dr), Is an Indepencent Non-Executive merrioer of the Boarc. Or. Singh is an M.Com (BHU, MBA [USA\, Ph.D. (SHU) and author of soven acacamncally reputed books and published over 50 research papers. Or. Pritam Singh is one ofthe ploneers of management edueation fh India who has devoted his le to the davoloprrent of martagement education in ida and abroad. Dr. Singh racoved the "Pada Shi” wars in 2008 for his contributens in ths tsk. He inated a number of social progcts focusing on! Healticar, Education, Wator Management anc Road Building for the surrounding community to improve the qualty of ie. CQwing to his contrbutions towards buiting intellectual capital at Administrative Steff College and refecusing of IM Bangalore as a truly intogratod managormont school, he I branded as a Crango Mastor par excollonce anc 8 Renalesece leader (or. Singh hokis directorship in four (4) other Indie’ Public Limited Companies vi, Hero Motccorp Lined, Parsinath Developers Lta., Gocre| Propertes Ltd, and Dena Bank Lid. ‘As on March 31, 2012, Dr Singh does not hold ary shares in the Compary Mr. Exe Louls Zinterhofer, Is an Independent Non-Executive member of the Board. Prior o eo-founding Searchlight Capital Parner, LP in 2010, Eic was a senior partner at Aooll Management, LP. "Apol”) whicn he joned i 1098. In the lst the years, Mr. Zinteholer served on the Board of Directors of Affnion Group, Inc., IPOS Ine. and Unity Media GmbH. "He is curently the Non-Executive Chatman of the Board of Chartor Corimunieations, Inc. and is ako & memiber of the Board of Drectors at Cental European Media Enterprises Lia, and Flurter Boo! Limited. From 1094-1096, Mr, Zistrhotor was a member of the Corporate Finance [Department at Morgan Stanley Geen Witer & Co. From 1983-1984, he was a member ol the Structured Equity Group at w.P. Morgan Investment Management. He graduatod Cur Laude from tne University of Pennsyvania with BA degrees n Honors Economics and European History an recelvedhis MBA from the Hervard Bushiess School Me. Znterhoter does not hold drectership in any other Indian Public Limited Companies. {As on March 81, 2012, Mr. Znterhoter does not hold ary shares inthe Compary. Mr. Lakshmi Chand, is an Independent Non-Executive Director on the Board ofthe Company. Me. Lakshai (Chandi a Post Graclata in MA (Economics) fom Punjab Universty ands Law Gracuate from DehiLniversity He joined LAS. n 1960 in UP cacre. Durng his 36 years of service he served both the Union Government and tho Stato Goverrmant whoroby ho handlod a variety of assignments both at tno polly formulation level and at the plementation leva, Whie at the State bel, addition to the usual assignments of SDWOM/ DIV Commissioner, he worked cn the posis of Socretay/Prncibal Tours, Sugar Industry, CMD, UPSATC ‘ad Chairman, Noida, Greater Noida, UPSIDO, UPFO, UP Nirman Nigam, UP Sridge Corporation, UP Textile Corporation ete. While at the Center he worked as Dy. Dlfctor (Admin AIIMS, and Joint Secretary, Ministry of CDovelooment of industrial Poloy & Promoton. He ratred as Socrotary, Ministry of Dovelooment of North Easton Region cn July 31, 2005. He has widely travelled both in india & abroad, Atte retsent he joined the National Commission for Cenotfied, Nomadic & Ser-Nomadi Trbos as Member Secretary for 2% years. He holas Drectorehip in Echelon Insitute of Techriology, Farcabad (Haryana). Mr. Lekshini Chand does not hol dkeotorship in ary other indir’ Public Limited Compani, ‘As on March 31, 2012, Me. Lakshrn Chand does not hold ery shares in the Compary Mr. Mintoo Bhandari sa Non — Executive Nonings Director of Apollo inca Prva Equity (Mauris) Lente (on the Board of the Company with effect from Cctoter 27, 2010, Prior to that he was on the Board of the Company as an Alternate Director to Mr. Erie Zntamoter, Nr. Bhandari gracuated with an SB in Mechanical Engineer trom MIT and with an MBA from the Harvard Business School° dishty Mr. Bhandari ls the Managing Director of AGM India Advisors Prvate Lt, the Indian Sub-Advisor to Apollo Menagerient. Pro: to AGM Indie Advisors Private Ltd, Mr. Bhandari was Managing Director of The View Group, an India-ocused Private Eauty Fim. He was an early partpant in the sourcing, execution and development of transactions and enterprises whicn leveraged operating resources n India anc has been integrally involved with approximately twenty such transactions, several of which were pioneering in thelr suctuze, stratogy end timing. Mr. Shardari was also previously @ meniber of the private equty team, and lter a manager cf hedge fund capital at the Harvarcé Managarnent Compary which manages the endowment of Harvard Univers Mr, Bhandari holds directorship as nominee director in two (2) other Ilan Puaiis Limited Compary viz, Welspun Corp Limited ang Welspun Maxsiool Limited. [As on March 31, 2012, Mr. Bhandari does not hold any shares nthe Company. 40.Mr. Sanjay Hiralal Patel, is 1 Alernate Drector to Mr: Mintoo Bhendarion the Bowd of the Comnpary with fffect from October 27, 2010 to December 16, 2010 and then with effect from March 25, 2011. Me. Patalis Managing Partner and Head of International Private Equty at Apollo Management Informational, resident in the London offs. He jonied Apollon March 2010 and sits on the Senior Managetnent Committes. He was proviously a partner at Gokiman Sachs where he was co-head of Europeen and Inclan Private Equty for tho Principal ivestmentAvea (PU) Mr. Patel was also a memiber of Goldman Sachs Partnership Committee and also a member ofthe Investment Commitige of the Gokiman Sachs Fourcation. Mr, Patol started his career at Goldman Sachs in 1983 ang spent seventeen years In PUA in New York end London. He also served as President of Greenwich Strest Capital rom 1888 to 2003. Me. Patol sarves on the Boards of Brit Insurance NV, Countrywice Holoings Ltd, He Is a Tustoo of tne American School in London and the Private Equly Foundation in the UK. He also serves on the Board of Overseers! Committee on University Resources for Harvard College and the Executive Committee ofthe Harvard College Fund. Mr. Patelrecelved an engineering degree, nagra curn aude, from Harvard College andl received his MBA fom Stanford Univers. Ho was educated at Eton College inthe ULK., where he was a King’s Schole. Me. Patel does nt hold Grectorship in ery other Indian Pubic Limited Compary. [As on March 31, 2012, Mr. Patel does nat hold any shares nthe Compary. Code of Conduct bh conformity with the Clause 49 of the Listhg Agrestnent the Compary has adopted a Code of Cone for the Board and the Senior Mariagement of the Company. The Board and Senior Managernent Personnel annually aff ‘ho complance of such Code of Conduct. The Coc has alo been posted cn Comaany/s websio vz. wwww.cishtun. ‘All the meribers of the Board and the Senior Management have affersed complrice tothe said Code of Conduct {during the Fnancial Year ended March 31, 2012. A declaration signed by the Managing Director ofthe Company as par the Listng Agreement affeming compilace with the code of conduct by the members of he Board and Serior Management personnel’ given below: 25Declaration pursuant to Clause 40 (0) (i) ofthe Listing Agreement confirm that tha Cor pany has ebained fom all Drectore and Senior Management pereonnel of the Company thai afeaton of ‘corplarce with tho Gado of Conduct for Momiber ofthe Beard and Senior Maragoment ofthe Gampary for tho Prareal Ye fended Waren 81 2012, Jawahar Lal Gos! Manag Orector BOARD COMMITTEES Your Board has constituted various Board and Executive Management Committees in order to faciltate srnooth flow of cay-1o-day business of tne Compary. Relevant detals pertaining to the Audit Committee, Remuneration Commitee, Selection Conmittes, Share Transfer and Investors Grievance Commitee, Budget Committee anc ESOP Allotinen Committee ae as cetallad hereunder. 2) Audit Committee the Sect Composition: The composticn of the Avil Conmittes of the Board isn complar A of the Companies Act, 1956, and Clause 49 of the Listing Ageoment win the Stock Exchanges. It consists of 5 (Five) members as cn March 31, 2012, three of whom are Independent Grectors, wih Mr. B D Narang, @ Nor Executive Independent Drecte, as is Charman. Allmambers of the Commitee are fhanciallyIteato anc possess ccourteg ard related fnancial marageient expertise ‘As on March $1, 2012, the Audit Conrmittee comrsed of the folowing members Name of the Director Designation Category Date of the Appointment BD.Newra ‘Chana Nev Becuthe Independant aruary 6, 2007 Pitan Shih BA Morrber Nor-Bxecute Independent ‘Apel 27, 2007 Ashok Kur Member Non-Exeoutve- Promoter February 1, 2008 ‘Mintoe Brando Mone Non-Executive - Nominee (October 27,2510 Primary Objective: Tho Primary objective ofthe Aust Committeo of tho Company isto assist the Board n effective ‘suparvsion of the franclal reporting processes to ensure proper dischsure of fancial statements anc reporting Practices o your Company ard is ceedailty and compliance withthe Accounting Standarcs, Stock Exchanges and ‘ther egal rc regulatory requirements, Its key purpose is to analyze the management than reportng groves inorder to ensure specific, tinely anc proper disclosure and transparency, integry an qualty of feel reporting. ‘The functions and powers of the Auctt Committee are as provided in Clause 49 ofthe Listng Agreement with Stock Exchangos and Section 292A the Companies Act, 1056. Tors of Referens he terns of reference of the Aust Committee itera inctide: * Overseeing of Company's inancka reporting process and disclosure ofits fnancial information; Revew wih the managernent, quarterly and annual fhancial statements; * Flav of Rolted Party Transactionsdishty Review of Company's franca and risk management potoles; Review with the managemer ryand intemal Auditors, edequacy of itemal cortrol eysters; francial statements, investnent, minutes and related parly transactions of Subsidiary Companys nend to the Boerd the apporntment, re-apportment and removal ofthe Statutory Aueltor an Chief Internal Aucter, Cost Auditor ad faton of thar remuneration * Discussion with Statutory Auditors about the nature and scope of aucit as well as post aval cSscussion to ascertain any aoa of concom and internal control weskniosces obsorved by the Statutory Aucstors; * Reviewing with the Managerment, the Anrwal Finacial Statements before submission to the Board in reltio tems to be ineliced for complance of Section 217(2AA) of the Companies Act, 1955, compliance wit listing anc otner requirements and qualfeations n the Draft Auct Report, ys Discussion of Internal Aucit Reports with Internal Autos and signeant fcngs anc follow up thereon ad ip particular internal control woakresses ard reviewing the adequacy of internal aucst fu * view the functioning ofthe Whistl Blower Mechanism. ‘Aut Committee mnestings re generally at Offeer and representative of Statutory Aud \wheren the Inlernal Audit repors are c of the Auctt Committe. fed by the Managing Director, Chief Executive Office, Chet Financial Fs 0fthe Compaty. Internal Austors attends Aut Committee Meetings fered by the Comittee. The Company Secretary acts as te Secretary Internal Audit ‘Your Compary apporited M/s 8.8, Kothari Mehta & Co, as ts Interal Auctor for the FY 2011-12, The Company's system of internal controls coverng all departments incicing finan, operational, compan, IT, HR, Service, c, ate reviewed by the Internal Auditors fem tine to time, Presentations are also made by the Actors belere the ‘Aucit Commitee cn quarterly basis covering the Audit areas covered. Your Company's Auctt Committe nter-alla, revaws the adequacy of internal audit function, the intemal auc reperts and reviews the internal control weaknesses. The Audit Committes is provided necessary assistance anc information to render its function efficent ‘Audit Committee Mestings Dusting the Franelal yar 201 1-12, the Committee met si (tres Le. on May 2, 2011, May 23, 2071, July 20, 2011, Octabar 19, 2011, January 19, 2012 and March 27, 2012, ‘Attendance at Audit Committee Meeting ‘ames of the Committon Meoting Detala Whether attended ist eel Heid during the] Attended | _% of Total en tenure of Director BO. Nerang a @ ¥ en Dupo 5 ¥ Prtam She 8 2 N Ashok Koren a 3 ¥ Mite Sana S 3 50 Nnen ce co » Mr. 8.D. Narang, Caiman of the Audit Comimitioe was present at the Annual General Mesting of the Company held on August 80, 2011, to answer the Shareholder queries. Remuneration Committos ‘Composition: The Retnuneration Committee of the Board comprises thros (8) Non-Executive Directors, all of whom are Independent Directors. Mr. 8. D. Narang, Non-Executive dependent Director, isthe Chairman of the Commies. Tre Company Secretary isthe Secretary ofthe Commitee, “The Compastion of the Remuneration Committee as on Ma 1, 2012 i as under ‘Name ofthe Director Designation Date of the Appointment BD. Neora (hainan January 6 ‘run Dopgal Mabe there has not been ary sinifeant ch > there have not been any sig > there have been no Meta erployees having significant rola nthe Company's ternal Jawahar Lal Goo! Managing Director Place: Noida Date: 16 May 2012c § 2 5 3 el f P MANAGEMENT DISCUSSION AND ANALYSIS Forward Looking Statements ‘The report contains forwarc-looking statements, identiled bby words lke ‘plane’, ‘erpecis', ‘wil, ‘enticjoates’ would Grow’, ‘ely’, ‘estates’ and 80 on. All statements that adaress expectations or projections about the future, out Not inited to the Company’ strategy for growth, product Ccoveloorrent, markot poston, expondturos, and fhancial recurs, are forward looking-statements. Sice these are bbased on certan assumptions and expectations of future events, the Compely carrot guarantee that these are accurate or wil be realzed. Thus the Compary’s actual parformanee/resuts couki aifer from the propcted festinatesin the forward-looking statements. The Compary (Goes not assume any responsibilty to publicly amend, modiy or revise any such statements on the bass of subsequent developments, information or evens. Overview Digtzaton continued to play a major rola in transforming the face of the han media ad entertarinentindustry with DTH beng the single greatest force behind it. The Inctan DTH housty grew exponentaly nthe prevous fecal, ‘acquiring nis fold mere than 10 millon new subscribers The cumulative OTH eubserioers in Inca stand at around 48 Millon current, ‘The indian economy is gong through a phase of contraction whieh |e reflected all consumer curable and FMCG products but the TV set market continued to expand in ‘couble digits. Further, thaco was marked improvoment fr the sale of flat panel TV sets eg., LCD, LED and HD TV sets. The contrued growth of numer of Tolvsion sats in the country, special the high end flat television an encouraging sign for the cigtal delvery platforms. This ‘rend is Ikol to continue due to the Digitization mandate Inflated by the Government of India and reduction in the Prices of such telovison sets. Televison will continue to Provide cheaper modes of entertanment anc DTH wil always be a prefered mecium because of is inspirational valle, uninterupted content delvery, proven and relabe technology and plethora of value added sorvices. Moreover, DTH industyy beng highly caplal intensive with long ‘gestation period, the players engaged In ths Industry, due {o the strong business arc brand Ineage, provide comfort and delgnt fo the user The OTH Industy consoldated its gars across all ‘ho segments namely lunch of additional channel, robustness of the service dolvery, launch of contemporary products anc overallmove from ‘numbers to a naw world of customer relationship paradigin. We continue to beleve that technology, better consumer offer, launch of niche chamels, valle added servess, postive government vibes and implementation of GST willcontinus to crve the category towards new heights and gly. The Company is ‘wollplacedta eneash andenrich teal Fem the oppertuntios going forward. ‘SWOT ANALYSIS Strengths ‘The Ineage ofthe rand, availabilty of product all across the county tough an estabished distribution network, enriched customer delvry of sorvices — by way of cal center and direct interaction with the customers, highest umber of chanrola & services offering - oath n High DDethition and Standard Detintion, cutting edge technology and maximum bandwidth soace will dive growin anc create furiner opportunites for your Compary, Dish TV Today is recognized for ts largest bouquet of channels, parla seling and distroution network ad the most advanced infastucture and technology amongst others. Your Comoany, 10 cater to tho requirament of each stat of this country, has establshed call centers where the customer support is provided in major regional languages also which has improved the customer interaction kvl. ‘The recent launch of Set Top Box with Digital Video Rocorcing fact ls the cla diferotia sce ths newly launched Set Top Box nas @ unique faclity of provaing Uunleited recording feature to the subsorbers. The avallebity of mexinum number of channels & services High Definton and tne continuous adaltion of new HO and riche chernels has gWvan strong compettive advantage toyou Company. ‘The continuous elorts to norease the number of dstroution and support channel partners has given an impetus to the upsurge story of your Company. Your Compary has an axtensve and fully establshod active ade parnors network comprising of deals, disiroutors, stale, Service Franchisees, Dish Shoppees, Dish Care Center, modem trade, chain stores and e-stores spread all across the country, Weakness ‘The growth and the negative impact on the proftabilty and margn of the DTP sector contnues to be plagued {ue fo high incidence of Mulble taxation eid continuous | VAT Tribunal New Dah (eli penaty March 2008 ara inert) Vals Ace Tax 0 ‘AY 2007-08 | WATO. Debi VAT ‘ndia Pradeen | feeding terest ‘September 2008 Value Acded Tax Yaun Add Tox 2 208 | 2008-08 ‘State Tibural Appolate (eckading pnaly ‘Authodty, Hydorabac andere Vale Ado Tax 5 2007-08 omer Tax Offer, [Bn Value Add Patra “ax Act 2008 8 | BOB ‘Conmrariat Tax Ofer Patna ‘alas Add Tox 7 ‘gil 2005%6 eck borat March 2006, Vale A 7 2008-07 ‘Aeatonal Gommreaorar ‘Appeal, Neiéa 7 #| 20107 Deputy Coranissions, 0 5 [Aerio (70, Naa Teor taker 22 missioner of Fear 63 intros Tax-Appeal Nodadishty [Amount taoe e “Resecarent year [Gonvmiesone of hootre 2006-07 TaxcAppeal, Maria Tran Customs Act, | SpocalAsetonal 73 ‘Apiizocate | CESTAT 1982 Buty shine 2000 Free Ret 1668 | Servi tax 787 FY 2006-07 10F | Gonmisaone: of Brae & (Bonice taxcase 2010-11 | Senice Tax Ghaziabad Weal tax 7 AY O55 Fast. Coniasoner of aa reo Tak, Now Dos * Including disputed dues aggregating € 344 lacs in respect of Value Added Tax which have been stayed by tho respective authorities. +# 36,000. oy ) ow) a) ba (oi) ip The accumulated losses of the Company are more than fity percent of ts net worth at tho enc ofthe yaar. ‘The Company has not incued cash losses during the year and in the mmediately preceding year ‘Accaxding to the information and exclanations given tous, the Company has not defaulted in repayinent ‘of cues to ts bankers. The Company dic not have ary outstancing dues fo any fnencialnstutions or ‘debenture-holiers during the yea. ‘Accexding to the information and exclanations gen tous, the Comper has not grated any bans and ‘advances en the basis of sculy by way of plage Cf sraros, debentures and other secures, ‘According o the information and exclanations given tous, the Company is not a chit fund or a richi? mutual bare und soctoty, ‘According o the information and exolanations given tous, the Company snot dealngortragng in shares, securities, debentures and other rvasiments, ‘According to the information and exclanations given to-us, the Compary has not given any querantess for loans taken by others ‘rem banks or fhancial Institutions during the yee. According to the information and explanations ‘ven tous, on an overall basi, the tor loans have Deen applied forthe purposes for whicn they were obtained ‘Acearding to the information and exolanations gvan tos and on an overal examination of the babrce shoot ofthe Company, 0 aa of the hion that tho funds raised on short-term basis have best used for fongrtarm investinents, prianiy for acquisition of fred assets for € 86,994 lacs. ‘The Compary has not made any. preferential allotment of shares to comnpenies/frns/partios covered in tho register mahtahned undor Section 801 of the Companies Act, 1956 during the yee. ‘The Company did not have any outstanding Cabontures duzing the year. ‘The Company has not raised ary money by way af publ issue during the year, The Company has only ecelved outstanding call ricney against the rights Jssve made nthe previous year, Based on the audit procedures performed aid ‘according tothe information anc explanations given to.us, no fraud on o by the Company has been noticed or reported during the course of cur aud. x boa) bo ForBSR&Co. (Chartred Agcountants Fin Registration No: 101248W Kaushal Kiehore Partner Membership No: 080075 Place: Gurgaon Date: 16 May 2012 51nen ce BALANCE SHEET AS AT 31 MARCH 2012 EQUITY AND LIABILITIES (a) Shere captal (2 Resor and euplus ‘Non-ourrent abies (@)Leng-tom borrowings {2} Otho og to Habtos {e)Leng-tom provisos (@) Shorter borowegs (2) redo payables fo) Cth curenttbites (@ Shorter provisons Total ASSETS Non-ourrent aseate ) Tanaibi assats fi arabe asst fi) Captal werkcin-progess (e) Non-cront investments (6) Long-term loans ane advances (@) Other nor-carontaseote Significant accounting poliies The acoorrpanyng rots {1 to 81 orm an ito ‘As por our report atached, ForBSR ace. raterod Aacourtants Kaushal Kishore Famer Morrbership No, 050075, Place :Gurgacr Dated: 18 May 2012 tated iheriaa) Note No, 2 4 6 al part ofthe farcial stators 0.596 0.018) 9.382) 101,995 7966 4.052 0971 9.500 7949 22,908 75408 121,308 3 31.908 51,508. irez10 passer] 2enest 30.043 T0878 e000 T7608 are) ee 205,307 206,081 For and on boha ofthe Boar of Drctor of DISH TV INDIA LIMITED Jewaher Lal Goo! Managre Drecte Chet Final Oroer lace : Noida Dated: 16 May 2012 B.D_Narang Bitar anit Singh Company SecretarySTATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH 2012 Taro aos i Income Reverue fem operations Other reo ‘otal revenue Expenses 1208 of etooksinrade ngea iverson of stockade Fiance costs Depreciation and amortization expanse Other expences Total expences Lowe before tax Taxorporeo Lose forthe year Beso enc ated ose per (Face vale of 1 on say snare fr®) Significant accounting policies ning Potes (1 to 51) form an integral pao ‘a per ou por stached tothe balance sheet. Charred Accountants Fin egatrton No, 101260 Kaushal Kishore Parse Membership No. 080075, Place :Gurgace sted: 16 May 2012 For the year Note No. ‘ended 231 Maroh 2012 2 23 2 123 ard 122 28 Tas 15.85 2 Francia statement DISH TV INDIA LIMITED Jawahar Lal Gos! Managing Director Rejoov K. Dalia Cie Finacial Otoor Place : Noida Dsted: 16 May 2012 8. D.Narang Dre Ranit Singh Company SecretaryIssel ? CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH 2012 ‘vamanis in i ase, ios stated oihriaay mre Sree sted " ‘Strtcent accounting plesdishty NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012... (All emounte in Re. lace, unlaee etated otherwise) Background 1 Dich TV ini Limited (Dish TV’ 0° ‘the Company’) was Incorporated on 10 August 1988. The Company is engaged In the business of Direct to Home (OTH) and Teloport services. The DTH services are rendered to the customer ‘through Consumer Premise Equiement (CPE), used ‘or recelving and broadeastng DTH signals to the subserioor ‘Also rer to note 33 and 34 below. ‘Significant accounting policies a) » a Basis of preparation of financial statements, ‘The fnarclal statements are prepared Lider the historcal cost convention, on acerual basis of accounting, In accordance with the Generally Accepted Accounting Principles (GAAP) in India and comply with the mandatory Accounting Stardards as natac by the Companies (Accounting Standards) Rules, 2006, 0 the ‘extent applicable, and the presentational requirements ofthe Companies Act, 1956. ‘Alassts anc labilteshave boon olsstied as curert er non-curret as par the Company’snonmal operating cyele and other criteria sot cut in the revised schedule Ito the Companies Act, 1958, Based cn thenture of products/servces and the time between the acqustion of assets for processing and thal realisation in cash and cash equivalents, the Compary has ascertained its operating cycle beng a period within 12 months for the purposes of chesification of assets and lities as current ang on-currer Going concern ‘The accompanying taneial statements have been prepared assuming the Company will contnue as a {gong concen. The management belives that tis azpropriate to prepare these fhancal statements on a ‘going concer’ basis, for folowing reasons:- 1) The Company holds the vali DTH license rom Government o Ini, |) The DTH business necessitates long gestation period, Being rst mover, the Company nas incurred bhuge cost on establshinent and on awareness othe product, brand bulking on & PAN india basis, the benelis of which wil crue in te future years. 1) Themanagement Is fully seized of the matter and is of the view that gong concern assumtion holds ‘tuo and that the Company wil bo able to céschargo Is lables inthe normal course of businoss ‘shee the Compary holds sanctionediloen faces from banks and weuld meet the debt coligations con cue dates, 1M) The Compary has reasonable operating cash fows, Accortingly the Mnencial statements do not require any adustment as tothe balances carledin the balance shoot Use of estimates ‘The preparation of nancial statements in conformity with the GAAP in india requites management to make estimates and assumptions that affect the reported amounts of assets anc lailties anc the disclosure of Contingent Int tes on the date ofthe financal stataants, Actual results could afer om those estimates, Examples of such estimates inclice estimated usell feo! fixed assets, classification of assets/latiltis 2s ‘ourent or non-curent in carta ckcumstances,estinale of fuluwe oblgations under employee retirement 55c ssel P NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 37 MARCH 2012. (All amounts in Re. lacs, unless stated otherwise) 4 ° benef, etc. Ditfeences between the actual results and estimates are recognised inthe year in which such resus are now'y materiaized. Ary revision to accounting etinates is recognised in accordance with the requirements o! the respective Accounting Standards, general prosoactively, current and future periods. Fixed assets Tangble assots Fixed assots are recorded atthe cost of acquiston, net of corwat cre, including all incidental excenses atrviable to the acauisiion and nstalation of assets, upto the date when the assets are ready for use, (OPES are capitalized on activation of the sane. Intangble assets Intangible assets are recognised its probable thatthe future economic benefis that are attributable tothe ‘ascot wil ow to the Campany ac the cost ofthe asset can be measured rolably. Tese acso's ae valued at cost which comprises the purchase price and ary droctly attributable expencaure on making the assot ready for its intended uso. LUcense fees pad, including fee paid for acquirng lense to operate DTH services, is capitalized as intangioke asset, Cost of computer software includes losnse fees, cost of implanentation and aporopriate system integration exoenses, These costs ae capitalzed as intangible assets in the year i when rebated sortware 's implmentec. Depreciation/ amortisation Tang assets Depreciation on tengbe xed assets, except OPES, is provided on the straight-line method at the rates specified in Schedule XW of the Companies Act, 1955, CPEs are depreciated over ther usell Ife of ‘ve years, as estimated by the management. (al refer to note 39 (b)}. CPEs. that remain inactive for & speciiad long perod of tine, determined based on past experience, re deprecated on accelerated basis. Corresponding lease advances In such cases are recogh ied as come LLeasenol improvements are amortised over the period of lease or thelr usefulves, whichever is shorter. Assets ncidually costing upto ® 5,000 are fully depreciated inthe yoa of purchase, Intangible assets {Goodwillon aoquiston is amortsod over & period of fvo years. DTH lense fee is amortized over the period of loense and other Icense fees are amrtized over the enagemient estimate of usetl Ife of fue years. Software are amortised on sraigt Ine method over an estimated Ite. Impairment The canying amounts of the Compary’s assets (ncluding goodwill are reviewed at each balance shost ata n accordance wih Accounting Standard 28 ‘Impairment of Assets’, to determine whether thers is ry Indication ofimpalment. ery such ncication exets, ine assets recoverable amount is estimated as higher fits ret seling price and value n use, An mosiment bss is recognized whenever the cazryig amount of fn asset or lis cash generating urit exceeds Its recoverable amount. Inpatinent losses are recogniseddishty NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH C012. (All amounts in Re. acs, unless stated otherwise) » ‘he Statement of Profit and Loss, ‘Anlimpairment loss reversed If theres been a change in the estates used to determine the recoverable ammount. AN imparnnent loss is reversed only to the extent thatthe asset's carying amount does not exceed the carrying amount that would have been determined net cf depreciation or amortisation, had No Impalrmest las been recogisea Borrowing costs Borrowing costs that ara attroutabb to the acquisition or construction of aualfyng assets are captalzod as pert ofthe cost of such assets to the exten that they relate tothe period Il such assets are ready to be put louse. A qualiying assets one that necessarily takes substantial peroc of tine to get ready fo is ntende Use. Allother borrowing costs are charged to Statement of Proft and Loss. Inventories Iryentores of GPEs and related accessories are valued at the lower of cast and net realsable value. Cost Cf inventoros inckis all costs incurred in bringing tho inventories to their presont location and condition, Cost is Goterined on a weighted average basis. Revenue recognition 1) Serve income = Subscription and otter sevice revenues ae recognized on an accrual basis on rendering of the serves, = Lease rentals recognized as revenue as per the terms of the contract of operating lease over the period of lease on a svaght Ine bass, |) Sab of goods = avenue trom sal of stock -n- trade fs recognised when the products aro cispatched against ‘orders to the customers in accordance with the contract terns, which cobiides withthe transfer of isks and rewards, = Sab ae stated net of rebates, rade discounts, sales tax and sab retums. 1) Interest income Income ftom deployment of suppis funds 's recognised using the tme proportion method, based on Interest rates mpl inthe transaction, Foreign currency transactions and forward contracts, Foreign curency treisactions 1) Foreign currency transactions ee accounted for atthe exchange rate prevaling on the dle of the transaction. Al monetary forelgn curency assets end labilies ere converted atthe exchange rates prevaling atthe date ol the balance shes. Alexcharige dffeences, ther than relation to acquistion Cf xed assets and other long term foreign curency monetary lables are cealt with inthe Statement of Prot and Loss, 1D. in avcordance with Accounting Standard-11, “Accounting forthe Effects of Changes in Foreign Ex. change Rates”, exchange cfetences arising in respect of long term foreign currency monetary tems Used for acquion of deoreciatol capil asset, aro aced to or dacucted from the cost of asset ard 9 deprecated ove the bakarce Ie of asset ac SSB Rou P NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 37 MARCH 2012, (All amounts in Re. acs, unless stated otherics) 1) The premium or alscount arising on entering into a forward exchange contract for hedging underlying _assots ad lables is measured by tha cfferonce botwoen the exchange rato at tho dato ofthe inception Of the forwara exchango contract and the forward rata specifed in the contract and is amertised as ‘expense or income over the Ife ofthe contract. Exchange diference on a forward exchange contract is the dfecance betwoon: = the foreign currency amcunt ofthe contract translated at the exchange rate atthe reporting dete, cr the settlement date wher the transaction is eat during the poring period, anc = the same foreign curency amount translated atthe later ofthe date of noeation of the fonwaret ‘exchange contact and the last reporting date. ‘Those exchange diferences are recognised in the Statement of Proft and Loss fn the reporting por In which the exchange rates change. Derivatives ‘Tre Company enters ito derivative transactions for hedging purposes. In respect of terest rate swaps, ‘which are not covered by Accounting Standard 11 "The Efects of Cnanges in Foreign Exchange Rates such contracts are marked to market and provision for net loss, iar, recognisedin the Statement of Proft anc Loss. Resutant gains, i ary, on account of mark to market aro ignored, The Company doos ot nold or sue deratve fanclalinsruments for rad or speculate purposes, Investments Investments are classed as long term or currant based on the intant ofthe managernent atthe time of aequiston, Long term investinents are cariod at cost. The carrying value of such investments is adusted for other ther ferporary diminclion in value, where necessary, Quer vestinerts ee valied at the lower of cost and fir vee, 1) Employes benetts Short-term employee benefits Al amployeo bonofts payable wholly within twele months of rendoring the sarvco aro classifod as short-term employee bereits. Benefs such as salaries, wages, and bonus, etc., ae recognised in the Statement of Proft and Loss in the pend in which the eiployee renders the related serves. 1) Post employment benef Dafne contriuton plan The Compary deposts tne contributions for provident fund tothe appropriate government authortes and these contributions are recognised nthe Stalemient of Profit ane Loss nthe financial year fo which they relate, CDofines bonfit plan Tho Company's gatuty schome i a dotthod banaft plan. Tho gresent vale ofthe obligation uncor such csfned benef plan ls cetermined based en actuarial valuation carried aut at the end! of the year by an Independent actuary, ushg the Projected Unit Grect Method, which recognises each period of service as ling tise fo addtional unt of employee Deneftenitanert and measures each unt separately to built Up the final obligation. The obligation 's measured atthe present valu ofthe estimated future cash flows, The discount rates used for determining the present vale of the obligation under defned benef plans is based on the markt yieks on Government Sacurtioa for relovant malty, Actuarial gan and losses aro recognized immediately In the Statement of Proft and Loss.dishty NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH C012. (All amounts in Re. acs, unless stated otherwise) m), ") a ii) Other ng tem employee bevefts Benefits under the Company's leave encashrent canstitute other long-term employee banafts. Th laity In respect of vacation pay is proved on the oa's ofan sctuevial valuation done by an Independent actuary al the year end. Actuarial gans and losses are recognised inimediate¥y in the Statement of Prof an Loss. Employee stock option scheme ‘The Company calla the compensation cost based on the intrnsi value method wherein the excess of value of underlying equty shares as on the date ofthe grant of options over he exerciso price ofthe options {Ven fo emoloyees uncer the empbyee stock option soremes of the Compary, fs recognised as deterred Slock compensation cost and amorlised over the vesting period on a graded vesting basis Loases Operating lease Leases where the lessor effectively retains substantial athe risks and benefits of ownership ofthe easect asset ae chastied as operating Keases, Operating lease charges are recognised as ari expense in the ‘Stalement of Proft and Loss on a straight Ine bass Earnings per share Basic carningstloss por share are calulated by dvicng the net profit cr loss for the porod attroutable to equity shareholders by tne weighted average number of equity shares outstanding during the year For the purpose of cabling lec earnings per share, the net croft r bss for the year attributable to lequly shareholders and the weighted average number of shares cutstancing cutng the yoar are aciustoc ‘or the efects ofall clsve potential eauty shares, Taxation broom tax expense comprises cuent tax aid deferred tax charge ocrect. Current tex provision fs made based on the tax labity computed after considering tx allowances and exemptions under tne Income tax Act, 1961. The deferred tax charge or cred and the corresoonding deferred tax labity and assets aro recogrised using the tax rates that have been enacted or substartivel enacted on the balance sheet date, etored tax assots arng from unabsorbed Geprecation or carry foward losses are recognised only ‘hoc vitual certanty of ealsation of such amounts, Othor dofered tax assots aro reoogrised enly 0 the ‘extont tharos reasonable certanty of realsation fue, Deterod tax assols aro reviewed at each balr'co heel date fo reassess ther realsabilly and are writer! Gown or wrltten up to reflect the ainount that is reasonably vitually cortan, as tne case may bo. Provisions and contingent liabilities, ‘The Company recognises a provision when there s a present obigation as a result of a past event and itis ‘mote tkely thar not thal there willbe en outfow of resources embodying economic berets to eats such Cigations and the amount of such dblgation can be relably estinated. Provisions are not discounted to ‘hoi present valuo and are determined basod on the management’ estimation of the outfow required to sotth the coigation atthe balaice shoot date, These are revewed a each balance shoot dato an acistod toreflect rent management estimates, Contingent Latilties are dsclosed in respect of possible obligations that have arisen from past events anct ‘he exstence of which will be confirned only by the occurrence or non-ocourtence of fulure everts, ot \wholl within the control ofthe Company. Contingent labios are also disciosed forthe present obigatons In respect of which its not possible that thore wil bo an cutfiow of resources ora rolable estimate of tho amount of oblgation carinot be made. Wag thre a cigtonnvesect of wich the elncnd ol utow otres.oes rene, ro pxovson 9ssel GR NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012 ‘ari in Ras, nies tated theron) ener errerenneenenn Sven ot AvatarNOTES TO THE FINANCIAL STATEMENTS FOR THE YERR ENDED 31, MARCH EDIE me inte In Re lacs, unlass stated otherwice) 6ssel cr NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012 2d ishtY) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 TIARCH O12, ms (Allamounte in Re. ace, unlase etated otherwise) 17. Lanetam rane{ssel NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 (MARCH 2012disht/’) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012 llemounte in Reine, unless tated otherwiee)¢ Agsel NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH2012d ishtY) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012 23. rangement takin 128. sling ond ton apo enGROUP NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012disht/’) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012 _ mounts in Re, ca, unless stated ctherwioe) 29, CIF value of imports Particulars For the year ended For the year ended ‘31 March 2012 ‘31 March 2011 ‘Gonvporerts and spare parts ae ae Captal quprents 47928 75.505 Otrers 198 6 30. Expenditure in foreign currency (accrual basis) Particulars For the year ended For the year ended ‘31 March 2012 ‘31 Maroh 2011 Progranvning and ater cost 5 3208 Traeaonder hae 1321 2 Others 2 3 81, _ Earnings in foreign currency (accrual basis) ‘34 Mareh 2042 ‘34 March 2011 Tera room| ry ry Bancwisth ona 228 Subscription in Others 32, Particulars in respect of trading goods purchased for resale ‘Opening etock Purohe Closing stock Value Value Value Customer prominss aa 7H 88 fequorant wth 78) 22) ea) Figures in brackets ae for previous yoar 88. Composite Scheme of Amalgamation and Arrangements (the Scheme’) 1) Agrani Satelte Services Lined (ASSL), & wholy owned subsidiary of the Company, was formed to wn, establish and operate Ku band satelite system and to merket arid lease ther bandwith capacities However, cus to unfavorable market conctions, the salelte ntluued i the fancial year 2009-10. Integrated Subscriber Management Services Limited her wholly owned subsidiary ‘ofthe Company, was h the business of provide services on commercial basis petaring to subscriber's management, policing aisingand colction of ils, collection ancmiaintenance of subscroe's nfomition, propatation of required roports and call centre actvtos. i) Inorder to simply the grow structure and mprove cost effciency tne Board of Drectors had approved ‘8 Composite Scheme o Aznalganation and Aranigemient between the Conpary, ASSL, ISMSL ard therc ssel P NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 37 MARCH 2012. (All emounte in Re. lace, unless eteted otherwise) ® ™ v) respective shareholders and creditors (the Scheme) al ther meeting held on 11 June 2010. The Scheme ‘nvsaged transfer of the Compary/'s non-OTH related business [hnclucing eqully shares i ASSL and ‘Aggan Corwergence Limited (ACL, another subsidary compar), to ISMSL_ followed by the merger of ‘ASS_with ISMSL on 31 Maren 2010, tne appohited dato. As consdratin fo transfer ofnon-DTH relatoc business, ISMSL would Issue and allot 100,000 equity snares of the face value of ® 10 each, fully paid up, to the Company. ‘The above Scheme was aoproved by the Hon'ble Hign Court of Delhi vide its Order dated S March 2011 26 corrigendum dated 81 March 2011 ec became effective on @1 March 2011 on flig the Order of the Court with the Registrar of Comparies, NT of Delhi and Haryana. To give eflct to the Scheme and the Order of the Hon'ble High Cou, the Company transtered its Undertaking, along with assets and labities as a0 31 March 2010, relaing to the non-D'TH busness 10 ISMSL._In acoerdance wit the Scheme, the excess of the Book value cf nt assets transferred as at 31 March 2010, over the consideration roceled was droctly asta in the General Reserve in friancial year 2010-11 as under: STE SURE frxoc accets 406 lwestverssin ASSL. 240 |advancea rcLcing share appcatin money in ASSL geri 17435 lewestrersain ACL ——_ tear [other tara ad adianoos 1208 rte! assets 30,708, loos: Fables JProvion fr oust aaienoae 12086 lerovson fr minton nthe vale of investment ACL. 1287 [secur depoota rceved 2215 {TtalHabilties 15,648 |aook value of net assets transferred 15,120 IConsieration rosived by way of equty shares in SMSL 10 lexceos of bok value of net assets over the consideration received, 15,110 ladjueted in General Raverve ‘The non-DTH business, transiarted as above ard which was exchidad fom fre ihancialslatamens OF he Company after 1 March 2010, cic not have any operations during the previous year. Wil the Company followed the accounting treatment proscribed in the Scheme, duly approved by the Hon'bbe Hign Gourt of Deh, it resuted in certain dovitions as compared to the Generally Accepted ‘Accounting Principles (GAAP) nica, Had the Company followed the GAAP, the impalment of fed ‘asset6/ Gininution inthe vali of investment [r accordanee with Accouriing Stardard (AS) 28 and AS 13 respectively] would have been recognised inthe Proft and Loss Account of the fenclel yeer 2009-10 ar, ‘accordingly, 108s for the year 2009-10 ard the debit balance inthe Prof and Loss Account as at 21 March 2010 woul have been higher by ® 17,435 lcs. ‘Shoe the aforesaid impairment of fed assets/ dminution inthe value of investment was not recognised i the previous yoar as a prior arid item, which together withthe impact of tho transfor of cthor net assota/ lites in the previous year, net of consideration received, was adsted in General Reserve directly, the loss for the prevous yoar and the debt balance in the Profi and Loss Account at the ond ofthe previous year ‘was lower by & 15,110 lacs, However, cn plementation of the Scheme, the above net oss stands adusted rect in the General Reserve accorderice wih the accouriting reatient approved in the Scheme by the Hon'ble High Court of Datidishty NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012 _ (All emounte in Re. ace, unles stated otherwise) 34.) Further to enhance the fous ofthe Comparyy cn core Dect to Home (OTH operations and to captalize the (growin prospecis of DTH industry, the Company divested its entre iwvestment on 1 June 2011 in SMSL fad recorded proft on sal of such nvestment amounting fo & 93 lace in other Income |) During the year, Dish TV Singapore Pte, Lis, was incorporated on 6 Qctober 2011 as a wholly owned subsidy of fre Company under tho laws of Singaoore to provide DTH rokaod services. 1) uring the year upon inte-se transfor of shares betweon the Promoters, with effect from 26 Decomibor 2011 ‘he Company has become & suosidary of Dheka Warriors Sports Private Limited, 1M) Singe April 1, 2010 the new CAS activity was underteken by the Company. However, the Viewng Cards (VO} activated prior to thal date are belig serviced by ISMISL (how a part of Cyquator Mesa Servioes Prvale United, reer to as Cyquater) With a desire to consolidate all tne operations of the CAS division, the Company on 31 May 2011, acqured the CAS division of ISMSL (now Cyquate) as a going concem at a value as under [Particulars “Rimount JFxos actote-V cares 5,195 JRecexstee 12 5,306 |. oss-Payats fr VC cara (Cone) 995 |Net amount adjusted from the payable balance 4373 36. Employee stock option plan (ESOP) 2007 In the Arnual General Mesting held on 8 August 2007, the shareholders of the Comoany have approved Employes Stock Option Plan, Le., ESOP 2007 (‘the Scheme’). The Scheme provided fo issue of 4,282,228 stock options (underly fully pad equly snare of € 1 each) to the employees of he Company as wel as that its substaries and alo to non-executive directors riclcing independent crecters ofthe Compary at the ‘exefose crice which shall be equivalent to the market price deter ined as per the Securites and Exchange Board of Inca (Employee Stock Option Scheme and Employee Stock Purchase Scheie) Guidelines, 1999 ['SEBI ESOP Guldelnes, 19997) “The options granted undo the Schemo shall vest betwoan one year to ek years fram the date of grant of ‘options, with 20% vesting each yoar. Once the options vest as por the Schema, they would bo axarcisablo by the grantee at any time wihin a period of four years rom the date of vesting and the shares arising on ‘xorcse of such options shall not be subject to ary lock-in porod, ‘The sharehokirs in their mesting held on 28 August 2008 approved the re-pxng of cutstancing options which were granted til thet dete and consecuentWy the options were re-priced al € 37.55 per option, determined as per SEBI (ESOP) Guidelines, 1998. However, in respect of options granted subsequent to 28 August 2008, the exeroise price ofthe options has ‘boon maintained as equvalnt to the markat price determined as por the SEBI (ESOP) Guicolnes, 1999. ‘As stated above, the options are granted to the emplyees at an exercise price, being the latest market [price as per SESI ESO>) Guidelines, 1989, Further, since the Company folbws intrinsic value metod for accounting of the above options, thee I no charge inthe Statement of Proft and Loss, nAS . sel P NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012 (Ailamounte in Re lace, unlass otetedothervvioe) The activty rebating tothe options grantod and movements theron are sot cut bolow: Particulars For the yoar anded Forthe yoor ended 31 Maroh 2012 ‘31 March 2041 (Opts avistanding atte begining ofthe year 2a08aB 2.054 800 ted 25,000 5,008,200, Ads: Oatone 467 340, 1587 000, 242300 2290.220 “The following tabb summarizes nformation on the share options outstancing as of $1 March 2012: Particulars | Date of grant ‘Number of sharea Remaining] Exercioe price remaining out of options | contractual fe Tat r 54855 509 Let2 24 ha 200 Let 28 August 2008 27.000 eat Lota 28Mey 2008 302030 716 Lets 27 October 2008 183.480 758 Late 28 October 2010 181720 857 La? 21 darusry 201 695,600 eat Lote 20. 125,000 220 Cpt SutaTg ate no eye 1776.18 TEE The following table summarizes information on the share options outstanding as of 31 Mare Particulars | Date of grant Number of share Remaining Lets 20008 rai Lora 961,10 818. Lets: 27 October 2008 22,78 a8. Lote 26 Octover 2010 201.250, 857 Lot? 23 sarusry 201 37/050, eat Ope cuatareng atthe nd othe you 2206;220, ance + ropriced 2a per Shareholders’ approval en 28 August 2008, Rofer nate abowe # ona weighted average bass 36. Disclosure pursuant to Accounting Standard 15 on “Employee Benefits” Detined contribution plans ‘An axnount of & 360 lacs (previous year & 277 lacs) @°0 & 6 lace (previous yoar € 6 lacs) for the year, have ‘been recognized as expenses 1h respect of the Compari’s contbutions to Provident Fund and Empbyoo's State Insurance Fund respectively, daposited with the government authorttes and have been inckided uncer (operating and other expenditure in the Statement of Proft and Loss.NOTES TO THE FINANCIAL d ishtY) STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012 (Clamounts in Re, ace, unless stated otherwise) Defined benefit plane Gratuity is payable to allelgble ensoloyeos ofthe Compary on superannuation, daath or permanent disablement, In terms of th provsons cf the Payment of Gratuity Act or as per the Compariy’s Scheme, whichover is more beneficial. The following table sets forth the status of the gratuty plan ofthe Company anc the amounts recogrised Inthe Balance Sheot and Statoment of Prof and Less: Particulars For the yoar ended For the year ended ‘34 Maroh 2011 ‘Changes In present value of obligation Prose va of oblgation a a the bogt ing of tho yoar 219 breeat cos Bonet pac @ recent valus of obligation a at end of the year 660 Shot tern 6 2 Long tern ese aig 80 425 Partioulare feat heat 31 Moreh 2012 ‘31 Maroh 2011 ‘Exserase ecogriaad nthe Stanek of Prat arc Lose Foret cost on Senet 26 25 Ne actuarial ln/ows recognised inte yee 8 6 Expenses recognised in the Statement of Proftand Loco 243 21 Particulars Arat ‘34 March 2012 count ata 350 Saley escalation at por arcu) 1.00 ‘withdrawal ‘Age- Uo 20 13% 2% % uc. redec The prhicipal assumptions used in determining gratuity for the Company’ plans are sh Discount rate: The dscount rate fs estnated based on the proving market yelds of Indian government securties ‘as atthe balance sheet date forthe estimated term of the obligation Salary escalation rate: The estimates of salary increases, considered in actuarial valition, take account of promation and other relevant factors,P ce co NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012 (Aitamounte in 87, Segmental information “The Company [sn the bushess of providing Direct te Home (‘2TH and teleport serves prmaniy in Inca. As the ity prmariy falls witin a sngle business and geogaphical seginent, sclosures terms of Adsountn cipanys busness ac Seginent Reporting” are not appllcabe. 38. Related party disclosures 4) Rolated parties where contol exists: Hoksng company: Dhaka Wir December 2011) Subsidiary companies: Integrated Subscriber Management Services Linited May 2011; renamed 968 Limited (FSP 2011 merged with Cyauator Media Services Private lite falreferred to as Cyquator) ()SVSL)ISMSL was subsidiary tm as Easel Bushhees Pro effect rom 18 Oct Dish TV Singapore Pte Limited ‘Agran\ Corwergence Limited # ‘Agrani Sateie Services Limited # {fhivesiments ¢ Scheme approved by the Hon'oe High its Order dated 3 March 2011 effective $1 March 2010), b) Other related parties with whom the Company had transactions: Key manaporent Ti dawarer La Enterprises vor whieh key anagorert personnel” {pov rebties| fave signifeane 'ASC Telormuricaton Prvata Lined formerly ASO Telocorrurication Livted) Asia Today Utes bale TV CRA Linited DDakehin Moca Garering Solitons Private Lenitod Dilget Mesa Corporaton Lites E-Giy Property Management & Senices Private Essal Agra Prvato Lines Essel Corporat Rocourene Private Linted I Iirapojects Lite htestnal Liv Fan Gable Net Corspary Lined bteractve Fiance ad Tadhg Serine Privat Lenitod N2Gash Cedry Mada Pro Evers rca Pista Lirias PAN rca Natok hfavest Prvsta Lirias PAN lesa Network Unites Procal Prato Lined Fame Aesoostes Unita Wire ana Wireless rela Lint Ta Toovison tia Prva Lint Tatvem Zee Akaan News Pvt Lined tanment Enersons Lined ites Unita lef Nice Ea Fee 74 ports Private Linilc (wth effet posed of to ISMSL in pursued ishtY) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012 (itamounts in fe. lacs, unles stated otherwiss)=SSSSSSSSSC=~

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