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Date: May 20, 2008

Draft Letter of Offer


For private circulation to the equity shareholders of the Company only

DISH TV INDIA LIMITED


Our Company was originally incorporated as Navpad Texturisers Private Limited on August 10, 1988 under the Companies Act, 1956, as amended. The
name of our Company was changed to ASC Enterprises Private Limited and a fresh certificate of incorporation reflecting the change in name was issued
on September 29, 1995 by the Registrar of Companies, Maharshtra, Bombay. Our Company was converted to a public company and a fresh certificate of
incorporation was issued by the Registrar of Companies, Maharashtra, Bombay on December 13, 1995. The name of our Company was then changed to
Dish TV India Limited and a fresh certificate of incorporation was issued by the Registrar of Companies, National Capital Territory of Delhi and
Haryana, New Delhi on March 7, 2007. The registered office of our Company was shifted from 135, Dr. Annie Baesant Road, Worli, Mumbai 400 018,
India to B-10, Essel House, Lawrence Road, Industrial Area, Delhi 100 035, India on October 4, 1999. For further details see “History of the Company
and Other Corporate Matters” on page 53.

Registered Office: B-10, Essel House, Lawrence Road, Industrial Area, Delhi 100 035, India.
Tel: +91 11 27101145; Fax: +91 11 27192172
Corporate Office: FC-19, Sector 16A, Noida 201 301, Uttar Pradesh, India. Tel: +91 120 2511 064; Fax: +91 120 2488 777
Compliance Officer: Mr. Jagdish Patra, Company Secretary and Compliance Officer
E-mail: cs@dishtv.in; Website: www.dishtvindia.in

FOR PRIVATE CIRCULATION TO THE EQUITY SHAREHOLDERS OF THE COMPANY ONLY


DRAFT LETTER OF OFFER
ISSUE OF [••] EQUITY SHARES OF RE. 1 EACH (“EQUITY SHARES”) OF DISH TV INDIA LIMITED FOR CASH AT APRICE OF RS.
[••] PER EQUITY SHARE INCLUDING A PREMIUM OF RS. [••] PER EQUITY SHARE AGGREGATING UPTO RS. 114,000 LAKHS TO
THE EQUITY SHAREHOLDERS OF DISH TV INDIA LIMITED ON RIGHTS BASIS IN THE RATIO OF [••] EQUITY SHARES FOR
EVERY [••] EQUITY SHARES HELD ON THE RECORD DATE i.e. [••] IN TERMS OF THE LETTER OF OFFER (“ISSUE”). THE
TOTAL ISSUE PRICE IS [••] TIMES OF THE FACE VALUE OF THE EQUITY SHARE. THE ISSUE PRICE FOR THE EQUITY
SHARES WILL BE PAID IN [••] INSTALLMENTS: [••]% OF THE ISSUE PRICE WILL BE PAYABLE ON APPLICATION AND THE
BALANCE [••]% OF THE ISSUE PRICE WILL BECOME PAYABLE AT THE OPTION OF THE COMPANY WITHIN [••] MONTHS
FROM THE DATE OF ALLOTMENT. FOR MORE DETAILS, SEE “TERMS OF THE ISSUE” ON PAGE 286.
GENERAL RISKS
Investments in equity and equity related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can
afford to take the risk of losing their investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in this
Issue. For taking an investment decision, Investors must rely on their own examination of the Issuer and the Issue including the risks involved. The
securities have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or
adequacy of this document. Investors are advised to refer to “Risk Factors” on page ix before making an investment in this Issue.
ISSUER’S ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Letter of Offer contains all information with
regard to the Issuer and the Issue, which is material in the context of this Issue, that the information contained in this Draft Letter of Offer is true and
correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and
that there are no other facts, the omission of which makes this Draft Letter of Offer as a whole or any such information or the expression of any such
opinions or intentions misleading in any material respect.
LISTING
The existing equity shares of our Company are listed on the Bombay Stock Exchange Limited (“BSE”), the National Stock Exchange of India Limited
(“NSE”) and the Calcutta Stock Exchange Association Limited (“CSE”). The Company has received “in-principle” approvals from BSE, NSE and
CSE for listing the Equity Shares arising from this Issue vide letters dated [•], [•] and [•] respectively. The [•] shall be the Designated Stock
Exchange.
LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE

Sharepro Services (India) Private Limited


Enam Securities Private Limited Satam Estate, 3rd Floor,
801, Dalamal Towers, Above Bank of Baroda,
Nariman Point, Cardinal Gracious Road,
Mumbai 400 021, Chakala, Andheri (E),
India. Mumbai 400 099,
Tel: +91 22 6638 1800 India.
Fax: +91 22 2284 6824 Tel: +91 22 2821 5168
Email: dishtv@enam.com Fax: +91 22 2837 5646
Website: www.enam.com Email: indira@shareproservices.com
Investor Grievance Email: complaints@enam.com Contact Person: Mrs. Indira Karkera
Contact Person: Mr. Sachin K. Chandiwal SEBI Registration No.: INR000001476
SEBI Registration No.: INM000006856
ISSUE PROGRAMME
ISSUE OPENS ON LAST DATE FOR REQUEST FOR ISSUE CLOSES ON
SPLIT APPLICATION FORMS
[●] [●] [●]
TABLE OF CONTENTS

PRESENTATION OF CURRENCY, FINANCIAL INFORMATION AND USE OF MARKET DATA .......iii


FORWARD-LOOKING STATEMENTS .............................................................................................................. iv
DEFINITIONS AND ABBREVIATIONS............................................................................................................... v
RISK FACTORS ...................................................................................................................................................... ix
SUMMARY................................................................................................................................................................ 1
THE ISSUE ................................................................................................................................................................ 3
SELECTED FINANCIAL INFORMATION.......................................................................................................... 4
GENERAL INFORMATION................................................................................................................................... 8
CAPITAL STRUCTURE........................................................................................................................................ 12
OBJECTS OF THE ISSUE..................................................................................................................................... 24
BASIS FOR ISSUE PRICE .................................................................................................................................... 28
STATEMENT OF TAX BENEFITS..................................................................................................................... 30
INDUSTRY OVERVIEW....................................................................................................................................... 38
OUR BUSINESS ...................................................................................................................................................... 44
REGULATIONS AND POLICIES ........................................................................................................................ 50
HISTORY OF THE COMPANY AND OTHER CORPORATE MATTERS ................................................... 53
DIVIDEND POLICY .............................................................................................................................................. 59
MANAGEMENT ..................................................................................................................................................... 60
PROMOTERS ......................................................................................................................................................... 69
GROUP COMPANIES ........................................................................................................................................... 83
OUR SUBSIDIARIES ............................................................................................................................................. 95
RELATED PARTY TRANSACTIONS................................................................................................................. 98
FINANCIAL STATEMENTS .............................................................................................................................. 112
STOCK MARKET DATA FOR EQUITY SHARES OF OUR COMPANY ................................................... 219
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS....................................................................................................................................................... 220
FINANCIAL INDEBTEDNESS........................................................................................................................... 230
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS ..................................................... 233
GOVERNMENT APPROVALS .......................................................................................................................... 269
STATUTORY AND OTHER INFORMATION................................................................................................. 276
TERMS OF THE ISSUE ...................................................................................................................................... 286
MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION.................................................................... 307
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION.......................................................... 318
DECLARATION ................................................................................................................................................... 320

i
NO OFFER IN THE UNITED STATES

The rights and the shares of the Company have not been and will not be registered under the United States
Securities Act of 1933, as amended (the “Securities Act”), or any U.S. state securities laws and may not be offered,
sold, resold or otherwise transferred within the United States of America or the territories or possessions thereof
(the ‘‘United States’’ or ‘‘U.S.’’) or to, or for the account or benefit of, “U.S. Persons” (as defined in Regulation S
under the Securities Act (‘‘Regulation S’’)), except in a transaction exempt from the registration requirements of
the Securities Act. The rights referred to in this Draft Letter of Offer are being offered in India, but not in the
United States. The offering to which this Draft Letter of Offer relates is not, and under no circumstances is to be
construed as, an offering of any shares or rights for sale in the United States or as a solicitation therein of an offer
to buy any of the said shares or rights. Accordingly, this Draft Letter of Offer should not be forwarded to or
transmitted in or into the United States at any time.

Neither the Company nor any person acting on behalf of the Company will accept subscriptions from any person,
or the agent of any person, who appears to be, or who the Company or any person acting on behalf of the Company
has reason to believe is, a resident of the United States and to whom an offer, if made, would result in requiring
registration of this Draft Letter of Offer with the United States Securities and Exchange Commission. The
Company is informed that there is no objection to a United States shareholder selling its rights in India. Rights may
not be transferred or sold to any U.S. Person.

ii
PRESENTATION OF CURRENCY, FINANCIAL INFORMATION AND USE OF MARKET DATA

All references to “Rs.”or “INR” refer to Rupees, the lawful currency of India, “USD” or “US$” refers to the United
States Dollar, the lawful currency of the United States of America. References to the singular also refers to the
plural and one gender also refers to any other gender, wherever applicable, and the words “Lakh” or “Lac” mean
“100 thousand” and the word “million” means “10 lakh” and the word “crore” means “10 million” or “100 lakhs”
and the word “billion” means “1,000 million” or “100 crores”.

Unless stated otherwise, the financial information used in this Draft Letter of Offer is derived from the Company’s
consolidated restated financial statements for the period between March 31, 2003 and December 31, 2007 prepared
in accordance with Indian GAAP and the Companies Act, 1956 and standalone restated financial statements in
accordance with applicable SEBI Guidelines, as stated in the report of our statutory auditors MGB & Co.,
Chartered Accountants, included in this Draft Letter of Offer.

Unless stated otherwise, throughout this Draft Letter of Offer, all figures have been expressed in lakhs.

Our fiscal year commences on April 1 and ends on March 31 of the next year. Unless stated otherwise, reference
herein to a fiscal year (eg. Fiscal 2008), is to the fiscal year ended March 31 of a particular year.

All references to “Rupees” or “Rs.” are to Indian Rupees, the official currency of the Republic of India.

In this Draft Letter of Offer, any discrepancies in any table between the total and the sum of the amounts listed may
be due to rounding off.

Market and industry data used in this Draft Letter of Offer, has been obtained from industry publications
and governmental sources. Industry publications generally state that the information contained in those
publications has been obtained from sources believed to be reliable and that their accuracy and
completeness are not guaranteed and their reliability cannot be assured. Although we believe market data
used in this Draft Letter of Offer is reliable, it has not been independently verified.

iii
FORWARD-LOOKING STATEMENTS

We have included statements in this Draft Letter of Offer which contain words or phrases such as “will”, “aim”, “is
likely to result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”,
“seek to”, “future”, “objective”, “goal”, “project”, “should”, “will pursue” and similar expressions or variations of
such expressions, that are “forward looking statements”.

All forward looking statements are subject to risks, uncertainties and assumptions about us that could cause actual
results to differ materially from those contemplated by the relevant forward-looking statement. Important factors
that could cause actual results to differ materially from our expectations include but are not limited to:

(i) General economic and business conditions in the markets in which we operate and in the local, regional
and national economies;
(ii) Increasing competition in or other factors affecting the industry segments in which we operate;
(iii) Controlling the customer churn that we are subjected to;
(iv) Changes in laws and regulations relating to the industries in which we operate;
(v) Our ability to successfully implement our growth strategy and expansion plans, and to successfully launch
and implement various projects and business plans;
(vi) Our ability to meet our capital expenditure requirements;
(vii) Fluctuations in interest rates and operating costs;
(viii) Our ability to attract and retain qualified personnel;
(ix) Changes in political and social conditions in India, the monetary policies of India and other countries,
inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices; and
(x) The performance of the financial markets in India.

The other risk factors discussed in this Draft Letter of Offer, including those set forth under “Risk Factors”.

For a further discussion of factors that could cause our actual results to differ, please refer to the sections titled
“Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” of this Draft Letter of Offer. By their nature, certain market risk disclosures are only estimates and
could be materially different from what actually occurs in the future. As a result, actual future gains or losses could
materially differ from those that have been estimated. Neither the Company nor the Lead Manager nor any of their
respective affiliates have any obligation to update or otherwise revise any statements reflecting circumstances
arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do
not come to fruition. In accordance with SEBI / Stock Exchanges requirements, the Company and Lead Manager
will ensure that investors in India are informed of material developments until the time of the grant of listing and
trading permission by the Stock Exchanges.

iv
DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates or requires, the following terms shall have the meanings given below in this
Draft Letter of Offer.

Company Related Terms

Term Description
Articles/Articles of Association Articles of association of our Company.
Auditors MGB & Company, Chartered Accountants having their office at 21, Shankar Vihar
Vikas Marg, Delhi 1100 92, India..
Board of Directors/ Board The board of directors of our Company or a duly constituted committee thereof.
Corporate Office Corporate office of our Company situated at FC-19, Sector 16A, Noida, 201 301,
Uttar Pradesh, India.
“Dish TV India Limited” or “Dish Dish TV India Limited, a public limited company incorporated under the Companies
TV” or “the Company” or “our Act, 1956.
Company”
ESOP Scheme The employee stock option plan of our Company as approved pursuant to a special
resolution passed by our shareholders at the AGM held on August 3, 2007
Group Companies The top five listed group companies of our Company in terms of market
capitalization, being Zee Entertainment Enterprises Limited, ETC Networks Limited,
Essel Propack Limited, Zee News Limited and Wire and Wireless (India) Limited.
Memorandum/ Memorandum of The memorandum of association of our Company.
Association
“New Era Entertainment Network New Era Entertainment Network Limited, which had its registered office situated at
Limited” or “NEENL” B-10, Essel House, Lawrence Road Industrial Area, New Delhi 110 035, India.
Promoters Who are individuals:

Mr. Subhash Chandra, Mr. Laxmi Narain Goel, Mr. Ashok Goel, Mr. Ashok Mathai
Kurien and Ms. Sushila Goel.

And

Which are companies:

Veena Investment Private Limited, Delgrada Limited, Afro-Asian Satellite


Communications Limited, Jayneer Capital Private Limited, Ganjam Trading
Company Private Limited, Churu Trading Company Private Limited, Premier Finance
& Trading Company Private Limited, Prajatma Trading Company Private Limited,
Lazarus Investments Limited, Briggs Trading Company Private Limited, Essel
Infraprojects Limited and Ambience Business Services Private Limited.
Registered Office Registered office of our Company situated at B-10, Essel House, Lawrence Road,
Industrial Area, Delhi 100 035, India.
Scheme of Arrangement The scheme of arrangement by which Zee Entertainment Enterprises Limited has
transferred its direct consumer services business to the Company; and Siti Cable
Network Limited and New Era Entertainment Network Limited have transferred their
entire business and whole of undertakings to our Company, as approved by the order
of the High Court of Judicature at Delhi dated December 18, 2006 and High Court of
Judicature at Bombay dated January 12, 2007.
“Siti Cable Network Limited” or “Siti Siti Cable Network Limited, which had its registered office at Continental Building,
Cable” 135 Dr Annie Besant Road, Worli, Mumbai 400 018, India.
Subsidiaries Agrani Convergence Limited, Agrani Satellite Services Limited and Integrated
Subscribers Management Services Limited.
“We” or “us” or “our” Unless indicated otherwise, refers to Dish TV India Limited and its Subsidiaries.

Issue Related Terms and Abbreviations

Term Description
Act The Companies Act, 1956, as amended
AGM Annual General Meeting
Allotment Unless the context otherwise requires, the allotment of partly paid up Equity
Shares pursuant to the Issue

v
Term Description
Allotment Date The date on which Allotment is made, being [•]
CAF Composite Application Form
DP Depository Participant
DIPP Department of Industrial Policy and Promotion, Ministry of Commerce and
Industry, Government of India
Designated Stock Exchange [•]
Draft Letter of Offer Draft Letter of Offer dated [•] filed with SEBI
EGM Extra Ordinary General Meeting
Equity Shares Equity shares of the Company of face value of Re. 1 each
Equity Shareholders A holder of Equity Shares
FDI Foreign Direct Investment
FII Foreign Institutional Investor (as defined under the Securities and Exchange
Board of India (Foreign Institutional Investors) Regulations, 1995)
registered with SEBI under applicable laws in India
FIPB Foreign Investment Promotion Board, Ministry of Finance, Government of
India
FVCI Foreign Venture Capital Investors (as defined under the Securities and
Exchange Board of India (Foreign Venture Capital Investors) Regulations,
2000) registered with SEBI under applicable laws in India
Financial Year/Fiscal Year/Fiscal Period of twelve months ended March 31 of that particular year, unless
otherwise stated
Indian GAAP Generally Accepted Accounting Principles in India
Investor(s) Shall mean an Equity Shareholder as on the Record Date, i.e. [•] and
Renouncee(s)
ISIN International Securities Identification Number

Issue Issue of [•] Equity Shares of the Company for cash at aprice of Rs. [•] per
Equity Share including a premium of Rs. [•] per Equity Share aggregating
upto Rs. 114,000 lakhs to the Equity Shareholders of the Company on rights
basis in the ratio of [•] Equity Shares for every [•] Equity Shares held on the
Record Date i.e. [•] in terms of the Letter of Offer. The total Issue Price is
[•] times of the face value of the Equity Share. The Issue Price for the
Equity Shares will be paid in [•] installments: [•]% of the Issue Price will be
payable on application and the balance [•]% of the Issue Price will become
payable at the option of the Company within [•] months from the Date Of
Allotment.
Issue Closing Date [•]
Issue Opening Date [•]
Issue Price [•] per Equity Share
Lead Manager Enam Securities Private Limited
Letter of Offer Letter of Offer dated [•] to be filed with the Stock Exchanges after
incorporating SEBI comments on the Draft Letter of Offer
Mutual Fund A mutual fund registered with SEBI under the SEBI (Mutual Funds)
Regulations, 1996
RoC Registrar of Companies, National Capital Territory of Delhi and Haryana,
New Delhi
Record Date [•]
Registrar/ Registrar to the Issue Sharepro Services (India) Private Limited having its registered office at
Satam Estate, 3rd Floor, Above Bank of Baroda, Cardinal Gracious Road,
Chakala, Andheri (E), Mumbai 400 099, India.
Renouncees Persons who have acquired Rights Entitlements from Equity Shareholders
Rights Entitlement The number of Equity Shares that a shareholder is entitled to in proportion to
his/her shareholding in the Company as on the Record Date
SEBI Securities and Exchange Board of India
SEBI Act The Securities and Exchange Board of India Act, 1992, as amended from
time to time
SEBI Guidelines The SEBI (Disclosure and Investor Protection) Guidelines, 2000 issued by
SEBI, as amended, including instructions and clarifications issued by SEBI

vi
Term Description
from time to time
Stock Exchange(s) The BSE, NSE and CSE
Takeover Code The SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,
1997 as amended

Abbreviations

Abbreviation Full Form


AS Accounting Standards issued by the Institute of Chartered Accountants of India
BSE The Bombay Stock Exchange Limited
CDSL Central Depository Services Limited
CEO Chief Executive Officer
CSE The Calcutta Stock Exchange Association Limited
CFO Chief Financial Officer
DOT Department of Telecommunication and Information Technology, Government of
India
EPS Earnings Per Share
FEMA The Foreign Exchange Management Act, 1999, as amended from time to time, and
the regulations framed thereunder
GoI Government of India
ICD Inter Corporate Deposits
HUF Hindu Undivided Family
IDBI Industrial Development Bank of India
IRS Indian Readership Survey
IT Information Technology
I T Act The Income Tax Act, 1961, as amended from time to time
ITAT Income Tax Appellate Tribunal
ISO International Standards Organisation
MIB Ministry of Information and Broadcasting, Government of India
MF Mutual Funds
MoU Memorandum of Understanding
NR Non Resident
NRI Non Resident Indian
NSDL National Securities Depository Limited
NSE The National Stock Exchange of India Limited
OCB Overseas Corporate Bodies
PAN Permanent Account Number under the IT Act
RBI Reserve Bank of India
RoNW Return on Networth
Rs./Rupees/INR Indian Rupees
SEC Socio-Economic Class
TDSAT Telecom Dispute Settlement and Appellate Tribunal
USD United States Dollars, the official currency of the United States of America

Technical and Industry Terms and Abbreviations

Term Description
ARPU Average Revenue Per User
ASIASAT Asia Satellite Telecommunications Company Limited – A satellite
C&S Cable and Satellite
CAS Conditional Access System
CPE Consumer Premise Equipments
DCCs Dish Care Centers
DTH Direct to Home
EPG Electronic Program Guide
FTA Free to Air
HE Head End
HITS Head-end in the Sky
HPA High Power Amplifiers
INSAT4A Indian Satellite 4A
INTELSAT Intelsat, a satellite
ISP Internet Service Provider
IVR Interactive Voice Recording

vii
LNB Low Noise Block
Mhz. Megahertz
MDU Multi Dwelling Unit
NSS6 The satellite used by the Company for uplinking of channels
NVOD Near Video on Demand
PAS10 A satellite
SACFA Standing Advisory Committee on radio frequency allocations
SAF Subscriber Application Form
SMS Subscriber Management System
STB Set Top Box
VAS Value Added Services
VC Viewing Card
VGA Video Graphics Array
VSAT Very Small Apperture Terminal
WPC Wireless and Planning Commission

viii
RISK FACTORS

An investment in equity shares involves a high degree of risk. You should carefully consider all the information in
this Draft Letter of Offer, including the risks and uncertainties described below, before making an investment in
our Equity Shares. If any of the following risks actually occur, our business, results of operations and financial
condition could suffer, the price of our Equity Shares could decline, and you may lose all or part of your
investment. The financial and other implications of material impact of risks concerned, wherever quantifiable, have
been disclosed in the risk factors mentioned below. However there are a few risk factors where the impact is not
quantifiable and hence the same has not been disclosed in such risk factors. The numbering of risk factors has been
done to facilitate ease of reading and reference and does not in any manner importance of one risk factor over
another.

Unless otherwise stated, the financial information used in this section is derived from our consolidated audited
financial statements under Indian GAAP, as restated.

Internal Risk Factors

Internal risk factors and risks relating to our business

1. SEBI has passed an order against some of our Promoter companies and one of our Group Companies

SEBI has passed an order dated March 19, 2008 (order no. WTM/TCN/91/IVD2/03/2008) against ZEEL, one of
our Group Companies, and also against some of our Promoter companies, namely, Churu Trading Company
Private Limited, Briggs Trading Company Private Limited, Prajatma Trading Company Private, Ganjam Trading
Company Private Limited, Premier Finance & Trading Company Private Limited on grounds of aiding and abetting
certain entities related to Mr. Ketan Parekh in large scale market manipulation of shares of ZEEL. Pursuant to the
said order, SEBI has warned ZEEL and the said Promoter companies and has cautioned that any similar activity or
instances of violation or non-compliance of the provisions of the SEBI Act, 1992 and the rules and regulations
framed thereunder shall be dealt with stringently.

2. Certain of our Promoters and Group Companies have been involved in criminal proceedings

Certain of our Promoters and Group Companies have been involved in criminal proceedings. These proceedings
are at various stages of adjudication before various courts and tribunals and any adverse order or direction by the
concerned authorities could have a material adverse impact on our business or cause the price of our Equity Shares
to decline. A brief description of the criminal proceedings against such Promoters and Group Companies are as
described in the table below.

S. No. Complainant/ Name & Address of the Compensation Brief Description of Case
Applicant Court/ Arbitration claimed, if any
Panel

Promoters
Mr. Subhash Chandra
1. Abhudaya 7th Metropolitan Magistrate, Rs. 14,898,389 Certain cheques issued by M/s Singhal
Cooperative Bank Mumbai Swaroop Ispat Limited in favour of the
Limited complainant were dishonoured. Hence the
complainant has filed this complaint against
Mr. Subhash Chandra in his capacity as a
director.
2 M/s Ceat Financial 19th Court, Ballard Pier, Rs. 9,45,440 Certain cheques issued by M/s Singhal
Services Limited Mumbai Swaroop Ispat Limited in favour of the
complainant were dishonoured. Hence the
complainant has filed this complaint against
Mr. Subhash Chandra in his capacity as a
director.
3. Maharashtra State 47th Court, Esplanade, Mumbai Rs. 1,90,77,000 The complainant has alleged that M/s Singhal
Trading Swaroop Ispat Limited, Mr. Subhash Chandra
Corporation and others failed to make the requisite
payments as consideration for certain scrap
materials purchased by them.
4. Maharashtra State Small Causes Court, Mumbai - The complainant has filed the complaint under
Trading section 3(2) of the Criminal Law (amendment)
Corporation Ordinance, 1944 seeking attachment of certain
specified properties belonging to the M/s

ix
S. No. Complainant/ Name & Address of the Compensation Brief Description of Case
Applicant Court/ Arbitration claimed, if any
Panel

Singal Swaroop Ispat Limited.


5. M/s Mahalaxmi 2nd Metropolitan Magistrate, Rs. 68,67,240 The complainant has alleged that M/s Singhal
Factories Services Egmore, Chennai Swaroop Ispat Limited, Mr. Subhash Chandra
Limited and others defaulted in paying the
consideration for purchase of certain
machineries from it.
Mr. Ashok Goel
1. Deputy Registrar of 19th Court, Metropolitan - The complaint has been filed against Mr.
Companies, Magistrate, Esplanade, Mumbai Ashok Goel and the other directors, erstwhile
Maharashtra, and present, and the erstwhile company
Mumbai secretary of Essel Propack Limited. It has
been alleged that company had failed to take
the obtain the approval of the general body of
its shareholders with respect to corporate
guarantee of Rs. 10 crores given by the
company to ICICI Bank Limited.
Ganjam Trading Company Private Limited
1. Deputy Registrar of Additional Chief Metropolitan - The complainant has alleged violation of the
Companies, Magistrate, 19th Court, provisions of section 383A of the Companies
Mumbai Esplanade, Mumbai Act.
Churu Trading Company Private Limited
1. Deputy Registrar of Additional Chief Metropolitan - The complainant has alleged violation of the
Companies, Magistrate, 19th Court, provisions of section 383A of the Companies
Mumbai Esplanade, Mumbai Act.
Prajatma Trading Company Private Limited
1. Registrar of Additional Chief Metropolitan - The complainant has alleged violation of the
Companies, Magistrate, 19th Court, provisions of section 301(4) of the Companies
Mumbai Esplanade, Mumbai Act.
2. Registrar of Additional Chief Metropolitan - The complainant has alleged violation of the
Companies, Magistrate, 19th Court, provisions of sections 211(7) and 372(3) of
Mumbai Esplanade, Mumbai the Companies Act.
3. Registrar of Additional Chief Metropolitan - The complainant has alleged violation of the
Companies, Magistrate, 19th Court, provisions of section 372(3) of the Companies
Mumbai Esplanade, Mumbai Act.
4. Registrar of Additional Chief Metropolitan - The complainant has alleged violation of the
Companies, Magistrate, 19th Court, provisions of section 305(1) of the Companies
Mumbai Esplanade, Mumbai Act.
5. Registrar of Additional Chief Metropolitan - The complainant has alleged violation of the
Companies, Magistrate, 19th Court, provisions of section 629(A) of the Companies
Mumbai Esplanade, Mumbai Act.
Briggs Trading Company Private Limited
1. Deputy Registrar of Additional Chief Metropolitan - The complainant has alleged violation of the
Companies, Magistrate, 19th Court, provisions of section 383(A) of the Companies
Mumbai Esplanade, Mumbai Act. The company and the other respondents
have thereafter filed an application dated April
22, 2002 for compounding of the offence.
2. Deputy Registrar of Additional Chief Metropolitan - The complainant has alleged violation of the
Companies, Magistrate, 19th Court, provisions of section 383 of the Companies
Mumbai Esplanade, Mumbai Act. The company and the other respondents
have thereafter filed an application dated April
22, 2002 for compounding of the offence.
Zee Entertainment Enterprises Limited
1. Mr. Sandeep Pal Fourth Additional Sessions - The complainant had filed the complaint for
Singh Judge, Thane alleged infringement of the complainant’s
copyright of the film ‘Jaan Se Badhkar’. An
interim order by the court has been stayed by
the High Court of Mumbai pursuant to its
order dated February 10, 2003.
2. State of 7th Additional Sessions Judge, - The complaint has been filed pursuant to a
Maharashtra Bhoiwada first information report filed by Mr. Rajeev
Suri before the 7th Additional Sessions Judge,
Bhoiwada, against Mr. Santosh Shinde and
Zee Entertainment Enterprises Limited for
telecasting the song ‘Rim Jhim Barse” from
the film “Manzil” by the company.
3. Mr. Santosh Shinde High Court of Mumbai - The writ petition has been filed seeking to
quash the first information report filed by Mr.
Rajeev Suri based on a terms of settlement
executed between Mr. Rajeev Suri and Zee
Entertainment Enterprises Limited
4. Mr. Mahadeo Metropolitan Magistrate, - The complainant has alleged violation of the

x
S. No. Complainant/ Name & Address of the Compensation Brief Description of Case
Applicant Court/ Arbitration claimed, if any
Panel

Ramrao Sabnis Railway Mobile Court, rules for telecasting the serial ‘SAREGAMA’
Andheri, Mumbai on Zee Marathi channel by the Zee
Entertainment Enterprises Limited
5. Registrar of Additional Chief Metropolitan, - The complainant has alleged that certain share
Companies, Magistrate, 19th Court, application money was collected and not
Mumbai Esplanade refunded by Zee Entertainment Enterprises
Limited in violation of section 113 of the
Companies Act and has claimed refund of the
same.
6. Registrar of Additional Chief Metropolitan, - The complainant has alleged that Zee
Companies, Magistrate, 19th Court, Entertainment Enterprises Limited failed to
Mumbai Esplanade refund the excess amounts received with
respect to certain shares in violation of section
73(2B) of the Companies Act and has claimed
refund of the share application money.
ETC Networks Limited
1. State of Jharkhand Chief Judicial Magistrate, - The matter has been filed alleging criminal
Saraikela breach of trust and cheating under sections
406 and 420 of the Indian Penal Code, 1860.
2. U.V Educational Chief Judicial Magistrate, - The matter has been filed alleging criminal
Society Kanpur breach of trust and cheating under sections
120B, 406 and 420 of the Indian Penal Code,
1860.
3. M/s Axis Additional District and Sessions - The matter has been filed by the petitioner
Computers & Judge, Patiala House Courts seeking a stay on the proceedings initiated by
Education Center ETC Networks Limited against it for
dishonouring its cheque under section 138 of
the Negotiable Instruments Act, 1881 before
the trial court.
4. Brihanmumbai Metropolitan Magistrate, Vile - The Complaint has been filed alleging that the
Municipal Parle company did not hold a valid factory permit
Corporation
Zee News Limited
1. Mr. Mukti Nath Jha Chief Judicial Magistrate, Rs. 40,00,000 The complainant has alleged defamation in a
Howrah programme titled ‘Oder Bolte Dao’ telecast in
Zee Bangla channel.
2. Mr. Agasti Kanitkar Junior Magistrate First Class, - The complainant has alleged defamation in a
Pune news item telecast on Zee Marathi channel on
February 15, 2006. The company and the
other respondents have filed a writ petition
(Criminal writ petition no. 2465 of 2007)
before the High Court of Mumbai seeking to
quash the process issued against them by the
Junior Magistrate First Class, Pune in the
above mentioned criminal complaint. The
High Court by its order dated January 14,
2008 has stayed the proceeding at lower court.
3. Mr. Deepak 37th Sessions Court, Esplanade, - The complainant has alleged defamation in a
Nikhalje Mumbai news item telecast on Zee News channel on
May 28, 2007.

Zee News Limited and the other respondents


have filed two criminal revision applications
(criminal revision application nos. 963 of
2007 and 945 of 2007) against Mr. Deepak
Nikhalje before the 58th Sessions Court,
Esplanade, Mumbai seeking to quash the order
passed by the 37th Sessions Court on June 26,
2007.
Wire and Wire (India) Limited
1. State of Additional Chief Metropolitan - The company has been alleged to have
Maharashtra Magistrate, Esplanade, Mumbai violated the copyright of the film “Bhago
Bhoot Aya”.

For further details, see the section titled “Outstanding Litigations and Material Developments” on page 233.

3. Equity shares of one of our Group Companies, Solid Containers Limited, are currently suspended from
trading on the BSE.

xi
The shares of the Solid Containers Limited are currently suspended from trading on the BSE. The BSE by its letter
(reference no. DCS/DL_SUSP/502460/47) dated October 11, 2004 issued to Solid Containers Limited, has
suspended the trading of the securities of the company for non compliance of listing agreement. In the year 2007,
an application was made by Solid Containers Limited to the BSE for revocation of suspension of trading in
securities of Solid Containers Limited. In this regard, BSE has replied and agreed to consider the application for
revocation subject to the certain conditions, based on their internal guidelines.

4. We are involved in certain legal and other proceedings in India due to which we may face certain liabilities

There are outstanding litigations against us and certain of our directors, Promoters, Subsidiaries, and Group
Companies. We are also defendants in legal proceedings incidental to our business and operations. These legal
proceedings are pending at different levels of adjudication before various courts and tribunals. Should any new
developments arise, such as a change in Indian law or rulings against us by appellate courts or tribunals, we may
need to make provisions in our financial statements, which could adversely impact our business results.
Furthermore, if significant claims are determined against us and we are required to pay all or a portion of the
disputed amounts, it could have a material adverse effect on our business and profitability. The details of litigations
against us are as under:

• There are two intellectual property matters filed against us;


• There are two civil suits filed against us; and
• There are 107 consumer complaints filed against us.

For details please refer to “Outstanding Litigations and Material Developments” on page 233.

5. Wire and Wireless (India) Limited, one of our Group Companies is engaged in business activities which
compete with our business.

Wire and Wireless (India) Limited, one of our Group Companies is engaged in business activities of digitised
cable, wherein the targeted customers are same for our business and the business of Wire and Wireless (India)
Limited. This may result in loss of target subscribers to our business, affecting our subscriber base. While we have
not in the past faced any conflict, we cannot assure you that no such conflict will arise in the future that may
adversely affect our financial conditions and prospects.

6. Qualifications to audit reports

There are several qualifications made by our statutory auditors on the audit reports of our Company. For details
please refer to “Financial Statements- Annexure-D” on page 122.

7. We import a major part of the Consumer Premises Equipments

We are dependant on external vendors for a regular supply of CPEs and majority of such equipments are imported
from foreign suppliers. We import nearly 85% of all our CPEs from three external suppliers and our liabilities on
account of import duty and other taxes amount to 21.26% on such imports.

We have not entered into any firm/long term arrangements for supply of such equipments with the vendors. We
may not guarantee a regular supply of such equipments at competitive prices. Further, any change in government
policy on imports of such goods, including import duties, may affect our procurement of such equipments at a
reasonable cost, which may adversely affect our business and results of operations.

8. Significant competition from new entrants and existing players

Significant additional competition in the DTH industry may result in reduced market share and thereby negatively
affect our revenues and profitability. They may also benefit from greater economies of scale and operating
efficiencies. Maintaining or increasing our market share will depend on effective marketing initiatives including
advertising spend and our ability to improve our processes. We cannot assure you that we will be able to compete
effectively with other players. Such competition may lead to increase in churn rate of our customers. Failure by us
to compete effectively may adversely affect our pricing and margins and may have a material adverse effect our
business and profitability.

xii
9. The success of our business is substantially dependent on our management and technical team, our inability
to retain them could adversely affect our business.

Our ability to sustain our growth depends, in large part, on our ability to attract, train, motivate and retain skilled
personnel. Our ability to hire and retain additional qualified personnel will impact our ability to continue to expand
our business. We believe that there is a significant demand for personnel who possess the skills needed in our
business areas. An increase in the rate of attrition for our experienced employees, would adversely affect our
business. We cannot assure you that we will be successful in recruiting and retaining a sufficient number or
personnel with the requisite skills to replace those personnel who leave. This may adversely affect our business and
results of operations. Further we cannot assure you that we will be able to re-deploy and re-train our personnel to
keep pace with continuing changes in our business.

10. We operate in a highly capital intensive sector

We are in a capital-intensive industry. The cost of launch of additional channels and new transponders is highly
capital intensive. The returns on our ventures would only start at a later date. Our return on capital investment
depends upon, among other things, competition, subscriber acquisition cost, demand, government policies, rate of
interest and general economic conditions.

11. Our business plans may need substantial capital and additional financing to meet our requirements

Our proposed business plans are being partly proposed to be funded through the proceeds of this Issue. However
the actual amount and timing of future capital requirements may differ from estimates including but not limited to
unforeseen delays or cost overruns, unanticipated expenses, market developments or new opportunities. We might
not be able to generate internal cash in our Company as estimated and may have to resort to alternate sources of
funds. If we decide to raise additional funds through the debt route, the interest obligations may increase and we
may be subject to additional covenants, which could limit our ability to access cash flows from operations.

12. We have incurred losses in the past and have a negative networth

We have incurred losses for the nine months period ending December 31, 2007 and during the year ended March
31, 2007 amounting to Rs. (30,187.93) lakhs and Rs. (24,428.70) lakhs respectively. Our networth as at December
31, 2007 and as at March 31, 2007 was Rs. (36,307.89) lakhs and was Rs. (6,119.96) lakhs, respectively. In the
event we continue to incur such losses in the future, it would adversely affect our results of operations.

13. Any negative operating cash flow in the future could have an adverse effect on our results of operations

We have had negative net cash flow amounting to Rs.(38.79) lakhs for the nine months period ending December
31, 2007 from operating activities and negative net cash flow amounting to Rs. (19,235.46) lakhs for the nine
months period ending December 31, 2007 from investing activites, majorly because of our increased subscriber
acquisition cost, marketing, sales and distribution expenses.

There can be no assurance that we will not experience periods of negative cash flow in the future. If the negative
cash flow trend persists in future, our Company may not be able to generate sufficient amounts of cash flow to
finance our Company’s working capital and capital expenditure requirements.

14. We may not be able to sustain or increase our ARPU

In the growing phase of competition, our cost of acquisition of customers may increase and our average revenue
per user may decrease. This reduction in ARPU may adversely impact our financial performance. We cannot assure
you that we will be able to increase or sustain our average revenue per user and compete effectively with other
players, which could have a material adverse effect on our business and profitability.

15. We enter into Related Party Transactions

During the course of our business, we enter into related party transactions majorly with Zee Entertainment
Enterprises Limited for advertising our services over the television media, Zee Turner Limited for purchase of
content and with various other related parties for purposes of payment of rent of office premises. For more
information please refer to “Related Party Transactions” on page 98.

xiii
16. Our business is largely depended on broadcasters and satellite transponders

We depend on the broadcasters for their signal input and on the transponders to reach up to the end subscribers.
Our business operation forms a vital link between the broadcaster and transponders. There can be no assurance that
we will have unrestricted access to the signals or with respect to their quality, each of which could have an adverse
impact on our ability to offer quality DTH services and could adversely affect our results of operations.

17. Our insurance coverage may not be adequately protect us against certain operational risks or claims, and we
may be subject to losses that might not be covered in whole or in part by existing insurance coverage.

We maintain insurance for a variety of risks, including, among others, for risks relating to fire, burglary and certain
other losses and damages. There could be other risks and/or losses for which we are not insured, such as loss of
business, environmental liabilities and natural disasters. Moreover consumer premises equipments installed at the
subscribers place is not covered by any insurance. Any such losses could adversely affect on our financial
conditions and prospects.

18. Our lenders have imposed certain restrictive conditions on us under our financing arrangements.

Under certain of our existing financing arrangements, the lenders have the right to withdraw the facilities in the
event of any change in circumstances, including but not limited to, any material change in the ownership or
shareholding pattern or management of the Company. Further, certain of our financing arrangements impose
restrictions on the utilization of the loan for certain specified purposes only.

We are also required to obtain the prior consent from our lenders for, among other matters, paying any dividends to
the Equity Shareholders, undertaking any material change in the nature of our business and changing the
shareholding pattern of our Promoters or of our management. Further, one of our financing documents provides
that on default in repayment of the facility availed, the lender may direct us to convert the whole or such part of the
amount outstanding to the lender into fully paid-up equity shares at the market rate prevalent on the date of such
conversion.

There can be no assurance that we will be able to obtain lender consents on time or at all. This may limit our ability
to pursue our growth plans and limit our flexibility in planning for, or reacting to, changes in our business or
industry.

For more information please refer to “Financial Indebtedness” on page 230.

19. Our logo and trademark is not owned by us.

We have made an application to the Registrar of Trademark, New Delhi dated April 10, 2008 for registration of our
logo which is currently pending approval of the necessary authorities. We are using logo of ZEEL in our logo, for
which we have taken the approval from ZEEL. Not being the license holder for such logos and trademark, we do
not enjoy the statutory protection accorded to registered logos and trademarks and may be subject to infringement
of our intellectual property by third parties. For more information, please refer to “Government Approvals” on
page 269.

20. Our Subsidiaries have incurred losses in the past and have had negative networth.

Our Subsidiaries have incurred losses (as per audited financial statements) in the recent fiscal years, as set forth in
the table below:

(Rs. in lakhs)
Name of the Company Year ending March 31
2007 2006 2005
Agrani Convergence Limited (43.28) (205.52) (1,086.87)
Integrated Subscribers Management Services Limited (22.71) 167.04 (54.34)

Some of our Subsidiaries have negative networth (as per audited financial statements) in the recent fiscal years, as
set forth in the table below:

xiv
(Rs. in lakhs)
Name of the Company Year ending March 31
2007 2006 2005
Agrani Convergence Limited (1,613.72) (1,570.44) (1,364.92)
Integrated Subscribers Management Services Limited 78.85 101.39 (65.73)

21. Some of our Promoter companies have incurred losses in the past and have had negative networth.

Some of our Promoter companies have incurred losses in the recent fiscal years, as set forth in the table below:

(Rs. in lakhs)
Name of the Company Year ending March 31
2007 2006 2005
Afro-Asian Satellite Communications Limited (0.003) (0.003) (0.010)
Delgrada Limited 0.10 1.72 (14.21)
Churu Trading Company Private Limited 676.0 15,271.6 (6,553.4)
Ganjam Trading Company Private Limited 720.6 (555.0) (5,703.1)
Premier Finance and Trading Company Limited (1,145.4) 611.8 (1,590.4)
Prajatama Trading Company Private Limited (341.9) (776.9) (2,123.3)
Lazarus Investments Limited 0.20 (0.26) 0.09
Briggs Trading Company Private Limited 887.7 (1,073.7) (5,580.9)

Some of our Promoter companies have negative networth in the recent fiscal years, as set forth in the table below:
(Rs. in lakhs)
Name of the Company Year ending March 31
2007 2006 2005
Churu Trading Company Private Limited 4,373.5 3,697.5 (11,636.1)
Ganjam Trading Company Private Limited 1,325.5 (6,283.0) (5934.5)
Premier Finance and Trading Company Limited 385.7 (1,856.5) (2,501.4)
Prajatama Trading Company Private Limited (15,234.1) (14,892.2) (15,386.3)
Briggs Trading Company Private Limited (17,993.8) (18,881.5) (18,504.5)
Veena Investments Private Limited (8.1) (14.16) (18.28)

22. Some of our Group Companies have incurred losses in the past and have had negative networth.

Some of our Group Companies have incurred losses in the recent fiscal years, as set forth in the table below:

(Rs. in lakhs)
Name of the Company Year ending March 31
2007 2006 2005
ETC Networks Limited (170.0) (75.7) (32.9)
Zee News Limited 994.2 181.6 (3.8)
Wire and Wireless (India) Limited (11,111.5) - -

Further, ETC Networks Limited, one of our Group Companies has negative networth in the recent fiscal years, as
set forth in the table below:

(Rs. in lakhs)
Name of the Company Year ending March 31
2007 2006 2005
ETC Networks Limited 163.80 152.60 (82.00)

23. Contingent Liabilities

Contingent Liabilities not provided for as on December 31, 2007, on consolidated basis, is as follows:

(Rs. in lakhs)

Sr. Particulars Amount

xv
No.
1 Estimated amount of contract remaning to be executed on capital account and 4,006.11
not provided for (net of advance) as below
2 Bank guarantees given on behalf of Subsidiaries Nil
3 Bank guarantees given on behalf of other companies 240.00
4 Guarantees given by bank on the Company’s behalf 6,127.25
5 Disputed Income Tax, Sales Tax/VAT demand 504.55
6 Claim against the Company no acknowledged as debt Nil

The entertainment tax authority, Noida has raised a damand of Rs. 404.60 lakhs on account of entertainment tax for
the period from November, 2003 to February, 2004. The Company has filed petition against the demand, which is
pending. Further, the authorities have intimated a total demand of Rs. 920.20 lakhs till March 31, 2007.

Entertainment tax demand Rs. 63.35 lakhs raised by various entertainment tax authorities of Uttarakhand state have
been challenged and the petition is pending before the High Court. The demand has been stayed by the High Court
of Uttarakhand. For more information, please refer “Outstanding Litigations and Material Developments” on page
233.

The Company has given a guarantee for the performance of the team and conditions of satellite capacity agreement
between a subsidiary of the Company, namely, Agrani Satellite Services Limited and the vendor.

In the event any of these liabilities fructify in the future, it will adversely affect our results of operations.

24. Our results of operations may not be exactly comparables to the past financial.

We have recently undertaken corporate restructuring wherein Zee Entertainment Enterprises Limited have
transferred its direct consumer services business to the Company; and Siti Cable Network Limited and New Era
Entertainment Network Limited have transferred their entire business and whole of undertakings to our Company.
Further, we have also reduced our share capital, by way of canceling three Equity Shares for every four Equity
Shares. Therefore, our results of financial operations, may not be exactly comparable with our past performance.

25. Grants of stock options under our ESOP Scheme will result in a charge to our profit and loss account and will to
that extent reduce our profits.

We have adopted the ESOP Scheme, under which eligible employees of our Company and our Subsidiaries are
able to participate, subject to such approvals as may be necessary. The total number of Equity Shares arising as a
result of full exercise of options already granted, as on date, would amount to 18,83,550 Equity Shares. For further
details on the exercise price of the option please refer to the section titled “Notes to the Capital Structure-ESOP
Scheme” on page 20.
Under Indian GAAP, the grant of these stock options may result in a charge to our profit and loss account based on
the difference between the fair market value determined on the date of the grant of the stock options and the
exercise price. This expense will be amortised over the vesting period of the stock options.

As per applicable laws, stock options are subject to fringe benefit tax. The fringe benefit tax is payable on the fair
market value of the specified security on the date which the option vests with the employees as reduced by the
amount actually paid by, or recovered from, the employee in respect of such securities. The implementation of
fringe benefit tax may increase our tax costs.

26. Our Registered Office and our Corporate Office from which we operate are not owned by us.

We do not own the premises on which our Registered Office and Corporate Office is located. We operate from
rented and leased premises. The lease agreements for these premises are renewable at our option upon payment of
such rates as stated in these agreements. If any of the owners of these premises do not renew the agreements under
which we occupy the premises or renew such agreements on terms and conditions that are unfavourable to us, we
may suffer a disruption in our operations which could have a material adverse effect on our business, financial
condition and results of operations.

27. Our Registered Office and our Corporate Office are taken on lease from some of our Promoter Group

xvi
companies.

Our Registered Office has been leased to the Company by Zee Entertainment Enterprises Limited, one of our
Group Companies. Our Corporate Office has been leased to the Company by Rama Associates Limited, one of our
Promoter Group companies. For further details, see “Related Party Transactions” on page 98.

28. We have not entered into any definitive agreements to utilize the proceeds of the Issue.

We intend to use the net proceeds of the Issue for funding our subscriber acquisition cost, repayment of loans
availed by us and general corporate purposes. For more information, see “Objects of the Issue” on page 24. We
propose to raise Rs. [●] from the net proceeds of the Issue, out of which we currently do not have any definitive
arrangements for Rs. [●] lakhs, which is [●]% of the total net proceeds of the Issue.

Out of the net proceeds of the Issue, we propose to use Rs. 79,012 lakhs for funding our subscriber acquisition cost.
In addition, we propose to use Rs. 30,000 lakhs for repaying the loans availed by us. If we are unable to spend the
amount on funding the subscriber acquisition costs and repayment of the loans, the balance funds will be used for
augmentation of our working capital and/or for general corporate purposes.

The objects of the Issue have not been appraised by any bank or other financial institution. We have not entered
into any definitive agreements to utilize such net proceeds. Pending any use of the net proceeds of the Issue, we
intend to invest the funds in high quality, liquid instruments including deposits with banks.

29. We operate in a highly regulated industry and our DTH business is subject to government regulation. Any
changes in these regulations or in their implementation could disrupt our operations and adversely affect our
results of operations.

We operate in a highly regulated industry structure. Currently we are regulated by the license agreement entered
with the MIB. Further, our business is subject to extensive government regulation. To conduct our business, we
must obtain various licenses, permits and approvals. Even when we obtain the required licenses, permits and
approvals, our operations are subject to continued review and the governing regulations and their implementation
are subject to change. We cannot assure you that we will be able to obtain and comply with all necessary licenses,
permits and approvals required for our operations, or that changes in the governing regulations or the methods of
implementation will not occur. If we fail to comply with all applicable regulations or if the regulations governing
our business or their implementation change, we may incur increased costs or be subject to penalties, which could
disrupt our operations and adversely affect our business and results of operations.

Also, any changes in the rules, regulations or requirements governing our business may require us to incur
significant expenditure and/or significantly increase our potential liabilities which may impact our financial
position adversely. Further, we may incur loss of revenue and market share if there are any changes in the policies
of Government of India

30. We require an approval from the Government of India to commence operations of our HITS services and the
failure to obtain it in a timely manner or at all may adversely affect our operations

Our Company has applied to the Department of Telecommunication and Information Technology, Government of India
to grant us the frequency authorization to change the satellite to operate our HITS platform. Further, our Company has
applied for registration of certain logos to the Registrar of Trade Marks, New Delhi. If we fail to obtain the approval in a
timely manner, our business could be adversely affected. For further details, see section titled “Government Approvals”
on page 269.

31. There were shortfalls in the performance of Essel Propack Limited, one of our Group Companies, when
compared to the promises made in its last public issue.

Essel Propack Limited, one of our Group Companies, undertook a rights offering in 1995. There were shortfalls in
the performance of the offering when compared against the projections made in the offer documents. For more
details, see “Group Companies” on page 83.

32. If the investors who are issued partly paid-up Equity Shares do not pay the amount payable on calls, the
amount raised through the Issue will be lower than the proposed Issue size.

xvii
The money payable through further calls for the partly paid-up Equity Shares may not be paid and the amount
raised through the Issue may be lower than the proposed Issue size and may require us to take steps for forfeiture of
such partly paid-up Equity Shares. In the event of such shortfall, the extent of the shortfall will be made by way of
such means available to our Company and at the discretion of the management, including by way of incremental
debt or cash available with us.

33. If we provide inadequate or delayed service, our customers may have claims for substantial penalties against
us.

We may not be able to provide timely and efficient services to our customers. Further, any significant failure of our
equipments and systems will impede our ability to provide services to our clients, have a negative impact on our
reputation, cause us to lose clients, reduce our income and harm our business. This may also lead to claims by our
customers before consumer dispute redressal forums and other judicial authorities resulting in substantial penalties
against us.

34. We may develop or acquire businesses, technologies and personnel, but we may fail to realize the anticipated
benefits of such development or acquisitions and we may incur costs that could significantly negatively impact our
profitability.

In future, we may develop or acquire technologies and products that we believe are a strategic fit with our business. If we
undertake any activity of this sort, we may not be able to successfully develop or integrate such technologies or products
without a significant expenditure of operating, financial and management resources, if at all. Further, we may fail to
realize the anticipated benefits of any such development or acquisition. Future developments or acquisitions could dilute
our shareholders interest in us and could cause us to incur substantial debt, expose us to contingent liabilities and could
negatively impact our profitability.

35. The Equity Shares will be partially paid after the Allotment Date at the option of the Company

The Equity Shares are being issued on a partly paid basis. The Issuer Price will be paid in installments as follows:
(i) [•]% of the Issue Price including share premium will be payable on application; and (ii) the remaining [•]% of
the Issue Price including share premium will become payable, at the option of the Company, within [•] months
after the Allotment Date (the “Additional Payment”).

The price movements of partly paid shares may be greater in percentage terms than price movements if the Equity
Shares were fully paid. Investors in the Issue will be required to pay the Additional Payment when due, even if, at
that time, the market price of the Equity Shares is less than the Issue Price. If the holder fails to pay the Additional
Payment with any interest that may have accrued thereon after notice has been delivered by the Company, then any
partly paid-up Equity Shares in respect of which such notice has been given may, at any time thereafter before
payment of the Additional Payment and interest and expenses due in respect thereof, be forfeited by resolution of
the Board to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited shares and
actually paid before the forfeiture.

Notwithstanding such forfeiture, a person whose partly paid-up Equity Shares have been forfeited shall remain
liable to pay to the Company the Additional Payment and interest and expenses owing upon or in respect of such
partly paid-up Equity Shares at the date of forfeiture with interest thereon from the date of forfeiture until payment
at such rate not exceeding nine percent per annum as the Directors may determine. For more information, see
“Terms of the Issue” on page 286 and “Main Provisions of the Articles of Association” on page 307.

36. Partly paid-up Equity Shares will not be traded from the issue of the Call Money Notice. Further, if
investors do not pay the amount payable on calls, trading in those paid-up Equity Shares will be discontinued
and such Equity Shares will be liable for forfeiture by the Company.

The Company will fix a record date to determine the list of shareholders to whom the Call Money Notice would be
sent for each call. As per the present regulatory framework, trading of our partly paid Equity Shares is expected to
be suspended, starting five days prior to such record date for the call concerned. The process of corporate action for
credit of fully paid shares to the demat account of the shareholder may take about two weeks from the date of
payment of the amount payable on call. During this period shareholders who pay the amount payable on call for the
partly paid Equity Shares will not be able to trade in those shares. For more details see “Procedure For Calls” on
page 287.

Further, if the amount due on calls in not paid, these Equity Shares will be liable for forfeiture by the Company in
accordance with its Articles of Association. Since trading of the partly paid-up Equity Shares would be suspended

xviii
five days prior to the record date for the concerned call, the partly paid-up Equity Shares would cease to trade from
such date and there would be no market for the same. For more details see “Procedure For Calls” on page 287 and
“Main Provisions of the Articles of Association” on page 307.

37. Our operations are concentrated in a single facility in Noida, and we are vulnerable to natural disasters or
other events that could disrupt those operations

Substantial parts of our operations are located in one facility in Noida. We are therefore vulnerable to the effects of
a natural disaster, such as an earthquake, flood or fire, or other calamity or event that disrupts our ability to conduct
our business or that causes material damage to our property at this location. Although we have backup facilities for
many aspects of our operations, we would have to contract with third parties for broadcasting capabilities and it
could be difficult for us to maintain or resume quickly our operations in the event of a significant disaster at this
facility.

38. Technological failures could adversely affect our business

We rely on sophisticated production and broadcast equipment, communications equipment and other information
technology to conduct our business. Although we have backup equipment in some cases, if we were to experience
significant damage to certain equipment or other technological breakdowns to equipment or systems, it could
disrupt our ability to produce or broadcast our programming, our internal decision-making or other critical aspects
of our business.

Further, all of our broadcasting is done by uplink to a single satellite. If this satellite were to cease to be available to
us for any reason, we would have to secure access to an alternative satellite, and we cannot assure you that such
access would be available on equally favourable terms or at all or the time frame within which such access would
be available. Though we do maintain insurance for our assets except CPEs, any equipment or technological failure
or damage that results in a disruption of our services could lead to loss of revenues.

39. DTH services may become obsolete with the development of technology.

As newer technologies are developed and implemented, the DTH technology, or the set top boxes, may be become
technologically obsolete and may be replaced by newer technology, potentially reducing or eliminating the need for
DTH services. A significant reduction in services that we provide as the result of product obsolescence and
technological improvements shall have a material adverse effect on our business.

40. Exchange rate fluctuations may affect our results of operations and financial condition.

The exchange rate between the Rupee and the U.S. Dollar has changed substantially in recent years and may
continue to fluctuate significantly in the future. We import a large portion of our consumer premise equipments
thus, factors associated with international operations, including changes in foreign currency exchange rates, could
significantly affect our results of operations and financial condition. We expect that a majority of our consumer
premise equipments will continue to be bought in foreign currencies and that a significant portion of our income
will continue to be denominated in Indian Rupees. Accordingly, our operating results have been and will continue
to be impacted by fluctuations in the exchange rate between the Indian Rupee and the U.S. Dollar and other foreign
currencies. Any adverse fluctuations in the exchange rate would adversely affect our financial condition and results
of operations.

External Risk Factors

41. A slowdown in economic growth in India could cause our business to suffer

Our performance and growth are dependent on the health of the Indian economy. The economy could be adversely
affected by various factors such as political or regulatory action, including adverse changes in liberalization
policies, social disturbances, terrorist attacks and other acts of violence or war, natural calamities, interest rates,
commodity and energy prices and various other factors. Any significant change may adversely affect our business
and financials.

42. A significant change in the government of India’s economic liberalization and deregulation policies could
disrupt our business and cause the price of our Equity Shares to decline

xix
Our assets and customers are predominantly located in India. The government of India has traditionally exercised
and continues to exercise a dominant influence over many aspects of the economy. Its economic policies have had
and could continue to have a significant effect on private sector entities, including us, and on market conditions and
prices of Indian securities, including the Equity Shares. The present government, which was formed after the Indian
parliamentary elections in April-May 2004, is headed by the Indian National Congress and is a coalition of several
political parties. Any significant change in the Government’s policies or any political instability in India could
adversely affect business and economic conditions in India and could also adversely affect our business, our future
financial performance and consequently the market price of our Equity Shares.

43. There is no guarantee that the partly paid-up Equity Shares will be listed on the BSE, NSE and CSE in a
timely manner or at all

In accordance with Indian Law and practice, permission for listing of the partly-paid up Equity Shares will not be
granted until after those partly paid-up Equity Shares have been issued and allotted. Approval will require all other
relevant documents authorizing the issuing of partly-paid up Equity Shares to be submitted. In addition, there
would be a suspension in trading for few days before the partly paid-up Equity Shares are made fully paid-up,
during which period you may not be able to sell your partly-paid up Equity Shares. There could be a failure or
delay in listing of the Equity Shares on the Stock Exchanges. Any failure in obtaining the approval would restrict
your ability to dispose of your Equity Shares.

44. Future issues or significant transactions of our Equity Shares may affect the trading price of our Equity
Shares

The future issue of Equity Shares by us or the disposal of Equity Shares by any of our major shareholders or the
perception that such issuance or sales may occur may significantly affect the trading price of the Equity Shares.
Subject to these restrictions, no assurance may be given that we will not issue Equity Shares or that such
shareholders will not dispose of or transfer the Equity Shares or interests thereof, in the future, which could impact
the trading price of our Equity Shares.

45. Terrorist attacks, civil unrest and other acts of violence or war involving India and other countries could
adversely affect the financial markets and our business.

Terrorist attacks and other acts of violence or war may negatively affect the Indian markets on which our Equity
Shares trade and also adversely affect the worldwide financial markets. These acts may also result in a loss of
business confidence, make travel and other services more difficult and ultimately adversely affect our business.

46. Natural calamities could have a negative impact on the Indian economy and cause our business to suffer.

India has experienced natural calamities such as earthquakes, tsunami, floods and droughts in the past few years.
The extent and severity of these natural disasters determines their impact on the Indian economy. Prolonged spells
of below normal rainfall or other natural calamities could have a negative impact on the Indian economy, adversely
affecting our business and the price of our Equity Shares.

47. Any downgrading of India’s debt rating by an independent agency may harm our ability to raise debt
financing.

Any adverse revisions to India’s credit ratings for domestic and international debt by international rating agencies
may adversely affect our ability to raise additional financing and the interest rates and other commercial terms at
which such additional financing is available. This could have a material adverse effect on our capital expenditure
plans, business and financial performance.

48. You may be subject to Indian taxes arising out of capital gains.

Under current Indian tax laws and regulations, capital gains arising from the sale of shares in an Indian company
are generally taxable in India. Any gain realised on the sale of listed equity shares on a stock exchange held for
more than 12 months will not be subject to capital gains tax in India if the Securities Transaction Tax (“STT”) has
been paid on the transaction. The STT will be levied on and collected by a domestic stock exchange on which
equity shares are sold. Any gain realised on the sale of equity shares held for more than 12 months to an Indian
resident, which are sold other than on a recognised stock exchange and as result of which no STT has been paid,

xx
will be subject to capital gains tax in India. Further, any gain realised on the sale of listed equity shares held for a
period of 12 months or less will be subject to capital gains tax in India. For more information, see “Statement of
Tax Benefits” on page 30.

Capital gains arising from the sale of our Equity Shares will be exempt from tax in India in cases where such
exemption is provided under the tax treaty between India and the country of which the seller is a resident.
Generally, Indian tax treaties, including those with the United States, do not limit India’s ability to impose tax on
capital gains. As a result, residents of countries such as the United States may be liable for tax in India, as well as
in their own jurisdictions on gain upon a sale of our Equity Shares. For more information, see the section titled
“Statement of Tax Benefits” on page 30 in this Draft Letter of Offer.

Notes to risk factors:

1. Net worth of the Company on a consolidated basis as on December 31, 2007 and as on March 31, 2007 are
Rs. (36,307.89) lakhs and Rs. (6,119.96) lakhs, respectively. The net asset value per Equity Share on a
consolidated basis as on December 31, 2007 and as on March 31, 2007 are Rs. (8.48) per Equity Share and
Rs. (1.43) per Equity Share, respectively.

2. Issue of [•] Equity Shares of the Company for cash at aprice of Rs. [•] per Equity Share including a
premium of Rs. [•] per Equity Share aggregating upto Rs. 114,000 lakhs to the Equity Shareholders of the
Company on rights basis in the ratio of [•] Equity Shares for every [•] Equity Shares held on the Record
Date i.e. [•]in terms of the Letter Of Offer. The total Issue Price is [•] times of the face value of the Equity
Share. The Issue Price for the Equity Shares will be paid in [•] installments: [•]% of the Issue Price will
be payable on application and the balance [•]% of the Issue Price will become payable at the option of the
Company within [•] months from the Date Of Allotment.

3. We had entered into certain related party transactions as disclosed in the “Related Party Transaction” on
page 98.

4. Before making an investment decision in respect of this Issue, you are advised to refer to ‘Basis for Issue
Price’ on page 28.

5. Please refer to ‘Basis of Allotment’ on page 298 for details on basis of allotment.

6. Average cost of acquisition of Equity Shares by our Promoters as on and of March 31, 2008 is as follows:

Promoter Average cost of acquisition per Equity


Share (In Rs.)
Mr. Subhash Chandra 4.00
Mr. Laxmi Narain Goel 0.001
Mr. Ashok Goel 3.99
Mr. Ashok Mathai Kurien 0.00
Ms. Sushila Goel 1.27
Veena Investment Private Limited 3.99
Delgrada Limited 0.00
Afro-Asian Satellite Communications Limited 108.16
Jayneer Capital Private Limited 0.00
Churu Trading Company Private Limited 0.64
Ganjam Trading Company Private Limited 2.50
Premier Finance & Trading Company Private Limited 2.33
Prajatma Trading Company Private Limited 1.01
Lazarus Investments Limited 0.00
Briggs Trading Company Private Limited 1.98
Essel Infraprojects Limited 0.00
Ambience Business Services Private Limited 0.00

7. For details of transactions in Equity Shares by our Promoters, Promoter Group and Directors in the last six
months, see “Capital Structure” on page 12.

xxi
8. For details of interests of our Directors and key managerial personnel, see “Management” on page 60. For
details of interests of our Promoters and Promoter Group, see “Promoters” and “Group Companies” on
page 69 and page 83, respectively.

9. We and the Lead Manager are obliged to keep this Draft Letter of Offer updated and inform the public of
any material change/development till the listing and commencement of trading of the Equity Shares to be
issued pursuant to the Letter of Offer.

10. You may contact the Compliance Officer or the Lead Manager for any complaints pertaining to the Issue
including any clarification or information relating to the Issue. Lead Manager is obliged to provide the
same to you.

11. For details of all the loans and advances made to any persons or companies in whom our Directors are
interested, please refer to “Financial Statements” on page 112.

12. The name of our Company was changed from ASC Enterprises Limited to Dish TV India Limited on
March 7, 2007. The name of our Company was changed to make the name of our Company synonymous
with the brand name of our product ‘Dish TV’ as registered with the Registrar of Trademarks,
Government of India.

xxii
SUMMARY

We are one of the group companies of the Essel group. The Essel Group has diverse national and global
business interests, encompassing Packaging – Laminated tubes (Essel Propack Limited (EPL) & Engoron),
Media - Television/ Electronic media (ZEEL, Zee News, WWIL and Dish TV), Online Lotteries (Playwin),
Outdoor Family entertainment & multiplexes (Pan India Paryatan and E City Entertainment), Newspaper
publishing (DNA), Real estate business and Indian Cricket League (in partnership with IL&FS). The Essel
Group is headed by Mr. Subhash Chandra.

We are the pioneers of the DTH business in India, where our core business is distribution of multiple television
channels and allied video/ audio services to subscribers on a monthly subscription basis. Our business
commenced operations in October 2003 (pursuant to a DTH license issued by the Ministry of Information &
Broadcasting, Government of India in 2003) with 47 channels. Currently, we offer over 180 digital channels
(including approx 20 voice channels) to approx. 3 million subscribers across India.

We also provide various Value added services like Electronic Program Guide, Parental Lock, Sports Active,
News Active, Games and Near Video on Demand. Our current subscription packages include Dish Maxi with
150 channels, Dish Welcome with 120 channels, Dish Freedom Plus with 96 channels, Dish Freedom Offer with
90 channels; We also offer multi-room pricing ranging from Rs. 125 to Rs. 150, and package customization to
suit regional needs. Infrastructure wise we have 9 Ku band transponders on the New Skies Satellite (NSS) which
provide footprint across the country. We also have bookings on the Protostar satellite which will enable access
for upto 12 additional transponders. We have approx. 100 Dish Care Centers (DCCs) and service franchisees,
which function as our service face in the market providing installation and after sale-service. We currently have
a 500 seat call centre, operating 24*7, answering calls from across all over India, related to content provisioning,
prospective customers & dealers, complaints & suggestions, service packages etc. Our 550 distributors and
approx. 35,000 dealers present in 4200 towns ensure proximity with the consumers across India

We also hold the permission from the MIB for the implementation of the HITS (Head-end In the Sky) platform
where we will be able to provide digital signals to our subscribers on mass scale. The Company is also in the
business of providing teleport services (uplinking and space segments) to the broadcasters of various channels.

We believe, following are the strengths that will differentiate us from the competitors:

• Wide subscriber base: The Company has created a Zonal structure comprising of 7 zones to create a
wide spread distribution capability across India. Our emphasis is to build capability in the team to
develop subscriber relationship management and CRM calendars which will help in timely collection
and to upgrade offers. We have a geographically diverse subscriber base. Maharashtra, Gujarat and
Karnataka contribute approx. 30% to the subscriber base.

• Distribution & customer service network: We have a network of 550 distributors and approx. 35,000
dealers (dealership presence in 4,200 towns). We have systems for collections and customer service
with over 12,500 service personnel and 100 Dish Care Centers, offering customer care in 9 different
languages.

• Infrastructure: We have 9 transponders and each transponder can host about 15 channels and more.
We have partnered with following software providers:
o Open TV for middle ware
o CONAX for encryption and authentication
o SCOPUS for compression systems
o HARRIS for automation and broadcasting software

• First Mover Advantage: On account of being the first DTH service provider in India, with a large
footprint of trade and subscribers in both urban and rural markets the company has secured relatively
larger scale and market share.

• Promoter backing: Our company is promoted by Essel - Zee group., a experienced player in Media and
Entertainment Industry with requisite industry domain knowledge and wide spread awareness of the
brand i.e. Zee.

1
• Multi-tiered / Regional packages: The content is offered at various price points to customers based on
the viewer preference and capacity to pay. This helps us in driving numbers from different consumer
segments – both demographically as well as geographically.

• Cost conscious: The entire set-up is under continuous monitoring to derive economies of scale from
content providers and equipment suppliers.

• Transponder capacity: We are using nine transponders as on date on the NSS-6 Satellite comprising
four transponders of 54 Mhz. and 5 transponders of 36mgz. Distributed in horizontal and vertical
polarizations.

Strategy

In 2007, the E&M industry recorded a growth of 17% over the previous year. The industry reached an estimated
size of Rs. 513 billion in 2007, up from Rs. 438 billion in 2006. In the last four years 2004-2007, the industry
recorded a cumulative growth of 19% on an overall basis (Source: FICCI - PWC report 2008). Television and
entertainment media are reportedly on a high growth trajectory, as is the consumers’ capacity & propensity to
spend on lifestyle products. Dish TV is expected to be one of the leading player in the digital services space,
Leveraging strengths built for marketing and brand building, distribution, service quality, consumer friendly
packaging and pricing and by providing a wide choice of content to the customers. The Revenue stream is
expected to be strengthened through a mix of value added services, customized packages and growth in the
number of subscribers. The Company is also looking to enhance the corporate and MDU sales network to cater
to large customers for bulk deals and for builders and /or Apartments and Resident Welfare Associations.

2
THE ISSUE

Equity Shares proposed to be issued by the Company [•]


Rights Entitlement [•]
Record Date [•]
Issue Price per Equity Share [•]
Equity Shares outstanding prior to the Issue 42,82,22,803
Equity Shares outstanding after the Issue [•] fully paid-up Equity Shares and [•] partly paid up Equity
Shares.
Use of Issue proceeds For more information, see “Objects of the Issue” on page 24.
Terms of the Issue For more information, see “Terms of Issue” on page 286.

Terms of Payment

Due Date Amount


On application Rs. [•], which constitutes [•] % of the Issue Price of Rs. [•], including share
premium.
Within [•] months from the Allotment Rs. [•], which constitutes a further [•] % of the Issue Price of Rs. [•], including
Date, at the option of the Company share premium

3
SELECTED FINANCIAL INFORMATION

Restated Summary Statement of Assets and Liabilities of the Group (Consolidated)

(Rs. in lacs)
For the nine For the year For the year For the year For the year For the
months ended ended ended ended ended year ended
Particulars
December 31, March 31, March 31, March 31, March 31, March 31,
2007 2007 2006 2005 2004 2003
A Fixed Assets
a) Intangible Assets
Goodwill on Consolidation - - - 1,008.26 1,008.26 1,008.71
Gross Block 7,966.54 7,797.63 1,000.61 1,000.33 1,008.59 7.99
Less : Depreciation/Amortization up to date 2,138.11 989.88 250.16 150.09 53.13 1.46
Net Block 5,828.43 6,807.75 750.45 850.24 955.46 6.53
Total 5,828.43 6,807.75 750.45 1,858.50 1,963.72 1,015.24
b) Tangible Assets
Gross Block 77,159.19 58,002.60 5,847.03 3,797.75 3,625.74 3,908.28
Less : Depreciation/Amortization up to date 16,605.32 6,439.00 350.84 2,438.20 2,370.52 2,126.49
Net Block 60,553.87 51,563.60 5,496.19 1,359.55 1,255.22 1,781.79
Capital Work in Progress 24,286.59 24,476.85 17,759.00 12,299.25 12,460.99 11,822.74
Total (A) 90,668.89 82,848.20 24,005.64 15,517.30 15,679.93 14,619.77
B Investments 200.26 0.26 0.26 0.26 7.76 7.76
C Current Assets, Loans and Advances :
Accrued Interest on Investments - - - - 0.14 0.14
Inventories 618.77 117.62 51.39 171.20 866.77 498.19
Sundry Debtors 4,346.94 4,183.93 1,011.48 447.94 582.45 361.36
Cash and Bank Balances 4,364.80 1,277.72 772.27 833.48 1,074.44 469.29
Loans and Advances 20,185.67 15,551.16 11,486.18 12,049.20 9,247.92 21,864.60
Total (C) 29,516.18 21,130.43 13,321.32 13,501.82 11,771.72 23,193.58
D Liabilities and Provisions
Secured Loans 14,429.04 14,449.67 780.85 1,493.98 219.51 55.55
Unsecured Loans 29,575.30 4,850.98 1,844.61 162.41 1,852.41 1,860.00
Current Liabilities and Provisions 112,636.39 90,729.62 18,576.97 8,858.42 7,151.08 4,271.13
Advance Share Application Money - - 7,400.00 5,141.72 1,372.17 1,423.09
Minority Interest - - - 48.08 61.80 77.53
Deferred Tax Liability 52.49 68.58 - - - -
Total (D) 156,693.22 110,098.85 28,602.43 15,704.61 10,656.97 7,687.30
E Networth (A+B+C-D) (36,307.89) (6,119.96) 8,724.79 13,314.77 16,802.43 30,133.81
F Represented by
i Share Capital 4,282.23 7,156.88 7,156.88 7,156.88 7,156.88 7,156.88
Less: Share Suspense (Refer Note 6 of
- 2,874.65 - - - -
Annexure D)
4,282.23 4,282.23 7,156.88 7,156.88 7,156.88 7,156.88
Reserves & Surplus (Excluding Revaluation
16,958.57 16,958.57 37,282.45 36,869.22 36,928.07 37,067.28
ii Reserve)
Less: Debit Balance of Profit and Loss
(57,548.69) (27,360.76) (35,714.54) (30,711.10) (27,281.70) (14,089.15)
Account
Less: Miscellaneous Expenditure to the - - - 0.23 0.82 1.20
extent not written off or adjusted
Reserves & Surplus (Net) (40,590.12) (10,402.19) 1,567.91 6,157.89 9,645.55 22,976.93
J Networth (i+ii) (36,307.89) (6,119.96) 8,724.79 13,314.77 16,802.43 30,133.81

The above Statement should be read with the Significant Accounting Policies and selected notes to accounts for
Restated Summary Statements as appearing in Annexure D of the Financial Statements.

4
Restated Summary Statement of Profit and Loss of the Group (Consolidated)

(Rs. in lacs)
For the nine For the year For the year For the year For the year For the year
months ended ended ended ended ended ended
Particulars
December 31, March 31, March 31, March 31, March 31, March 31,
2007 2007 2006 2005 2004 2003
INCOME
Sales & Services (Refer Annexure J) 27,590.68 19,203.07 5,273.78 4,558.45 10,259.63 4,715.58
Other Income (Refer Annexure K ) 751.02 887.68 149.18 412.40 478.85 325.64
28,341.70 20,090.75 5,422.96 4,970.85 10,738.48 5,041.22
Increase/(Decrease) in Inventories 501.15 66.23 (119.81) (695.57) 368.58 177.33
Total 28,842.85 20,156.98 5,303.15 4,275.28 11,107.06 5,218.55
EXPENDITURE
Purchases 1,628.07 120.31 984.64 2,148.79 8,587.28 4,341.02
Operating Costs 23,191.76 22,070.39 7,982.57 2,580.76 687.43 73.35
Personnel Cost 3,068.26 2,201.33 701.26 803.20 859.03 796.75
Administrative and Other Expenses 2,659.22 2,998.76 1,104.21 1,240.89 1,313.29 1,282.41
Selling and Distribution Expenses 13,280.39 9,199.52 3,086.69 137.40 118.66 115.29
Financial Charges 3,864.99 1,760.95 434.30 334.85 186.10 268.15
Depreciation/Amortization 11,310.95 6,236.26 488.44 476.91 480.42 225.68
Total 59,003.64 44,587.52 14,782.11 7,722.80 12,232.21 7,102.65
Profit/(Loss) before Tax & Exceptional
(30,160.79) (24,430.54) (9,478.96) (3,447.52) (1,125.15) (1,884.10)
item
Exceptional item (Refer Note 10.1 to
- - - - (12,084.30) -
Annexure D)

Profit/(Loss) before Tax but after


(30,160.79) (24,430.54) (9,478.96) (3,447.52) (13,209.45) (1,884.10)
Exceptional item
Provision for Taxation-Current Tax
-Deferred Tax (16.09) (29.03) - - - -
-Fringe Benefit Tax 42.87 26.61 18.91 - 0.56 0.86
-Wealth Tax 0.36 0.58 - - - -
Excess Provision for earlier years Written
- - - 4.40 1.68 -
Back
Profit/(Loss) after Tax but before
(30,187.93) (24,428.70) (9,497.87) (3,443.12) (13,208.33) (1,884.96)
Minority Interest
Minority Interest - - 1.82 13.72 15.68 12.90
Profit/(Loss) after Tax and Minority
(30,187.93) (24,428.70) (9,496.05) (3,429.40) (13,192.65) (1,872.06)
Interest
Balance Brought Forward (27,360.76) (35,714.54) (30,711.10) (27,281.70) (14,089.15) (12,217.09)
Impact of change in Ownership interest - - 177.00 - - -
Profit on sale of Subsidiary (Refer Note 1
- - 4,315.61 - 0.10 -
below)
Less: Transfer to Restructuring Account
- 32,685.92 - - - -
(Refer Annexure D)
Add: Balance received from Subsidiary
- 96.56 - - - -
pursuant to the Scheme
Balance Carried to Balance Sheet (57,548.69) (27,360.76) (35,714.54) (30,711.10) (27,281.70) (14,089.15)
Net Profit/(Loss) Before Adjustment (30,615.67) (24,007.08) (21,489.65) (3,970.45) (854.84) (1,853.98)
Total of Adjustments (See para C.2 of
427.74 (421.62) 11,991.78 527.33 (12,353.49) (30.98)
Annexure D)
Net Profit/(Loss) After Adjustment (30,187.93) (24,428.70) (9,497.87) (3,443.12) (13,208.33) (1,884.96)

Note: 1) Profit on Sale of Investment represents reversal of losses, reserves and goodwill on sale of investment
in subsidiaries.
2) The above statement should be read with the Significant Accounting Policies and Selected Notes on
Accounts for Restated Summary Statements, as appearing in Annexure D of the Financial
Statements.

5
Restated Summary Statement of Assets and Liabilities of the Company (Standalone)

(Rs in Lacs)
As at
Particulars December March 31, March 31, March 31, March 31, March 31,
31, 2007 2007 2006 2005 2004 2003

A Fixed Assets

a) Intangible Assets
Gross Block 7,261.50 7,253.25 1,000.28 1,000.00 1,000.00 -
Less : Depreciation/Amortization up to date 1,924.77 855.74 250.00 150.00 50.00 -
Net Block 5,336.73 6,397.51 750.28 850.00 950.00 -
b) Tangible Assets
Gross Block 72,332.01 54,449.08 5,567.92 713.18 101.20 43.41
Less : Depreciation/Amortization up to date 15,555.43 5,881.28 259.10 81.06 25.98 19.48
Net Block 56,776.58 48,567.80 5,308.82 632.12 75.22 23.93
Capital Work in Progress 10,684.65 11,264.06 5,365.24 - 260.90 -
72,797.96 66,229.37 11,424.34 1,482.12 1,286.12 23.93

B Investments 9,645.10 9,445.10 9,440.10 11,263.61 11,271.11 12,523.10

C Current Assets, Loans and Advances


Inventories 472.72 113.71 47.47 - - -
Sundry Debtors 4,159.32 3,906.44 753.30 233.76 460.36 -
Cash and Bank Balances 1,372.12 1,133.17 593.62 441.08 464.01 17.08
Loans and Advances 29,986.22 18,694.06 14,680.02 12,545.49 13,166.91 24,814.79
Accrued Interest on Investments - - - - 0.14 0.14
35,990.38 23,847.38 16,074.41 13,220.33 14,091.42 24,832.01
D Liabilities and Provisions
Secured Loans 14,427.34 14,446.96 780.85 1,394.48 213.47 -
Unsecured Loans 27,787.47 3,063.15 56.78 97.78 1,787.78 1,800.00
Current Liabilities and Provisions 110,719.98 86,372.26 18,252.86 5,277.61 3,060.34 202.12
Advance Share Application Money - - 7,400.00 - 0.45 0.45
152,934.79 103,882.37 26,490.49 6,769.87 5,062.04 2,002.57
E Net worth (A+B+C-D) (34,501.35) (4,360.52) 10,448.36 19,196.19 21,586.61 35,376.47
F Represented by
i Share Capital 4,282.23 7,156.88 7,156.88 7,156.88 7,156.88 7,156.88
Less: Share Suspense (Refer Note 5 of Annexure
4) - 2,874.65 - - - -
4,282.23 4,282.23 7,156.88 7,156.88 7,156.88 7,156.88
ii Reserves & Surplus (Excluding Revaluation
Reserve) 16,958.57 16,958.57 37,282.45 37,282.45 37,282.45 37,282.45
Less: Debit Balance of Profit and Loss Account (55,742.15) (25,601.32) (33,990.97) (25,243.14) (22,852.72) (9,062.86)
Reserves & Surplus (Net) (38,783.58) (8,642.75) 3,291.48 12,039.31 14,429.73 28,219.59
G Net worth (i+ii) (34,501.35) (4,360.52) 10,448.36 19,196.19 21,586.61 35,376.47

Note: The above Statement should be read with the Significant Accounting Policies and selected notes to
accounts for Restated Summary Statement as appearing in Annexure 4 of Financial Statements.

6
Dish TV India Limited
(Formerly known as ASC Enterprises Limited)

Restated Summary Statement of Profit and Loss of the Company (Standalone)

(Rs in Lacs)
For the year For the year For the year For the year For the year
For the nine months
ended ended ended ended ended
Particulars ended December
March 31, March 31, March 31, March 31, March 31,
31, 2007
2007 2006 2005 2004 2003

INCOME
Sales & Services (Refer Annexure-10) 27,685.51 19,132.05 3,144.04 964.06 1,054.94 100.00
Other Income (Refer Annexure-11) 745.44 876.68 77.46 284.67 25.46 12.95
28,430.95 20,008.73 3,221.50 1,248.73 1,080.40 112.95
Increase/(Decrease) in Inventories 359.00 66.23 47.46 - - -

Total 28,789.95 20,074.96 3,268.96 1,248.73 1,080.40 112.95


EXPENDITURE
Purchases 1,544.48 120.31 611.77 469.52 716.39 -
Operating Costs 23,954.89 22,425.65 7,250.75 2,334.74 432.62 -
Personnel Cost 2,181.02 1,487.21 214.87 200.16 135.55 143.09
Administrative and Other Expenses 1,968.02 2,556.94 186.91 159.77 1,314.68 83.20
Selling and Distribution Expenses 14,637.45 10,250.30 3,264.47 0.62 0.50 0.51
Financial Charges 3,860.44 1,752.91 201.28 306.47 131.19 228.52
Depreciation/Amortization 10,743.68 5,752.84 283.45 172.26 56.70 5.37

Total 58,889.98 44,346.16 12,013.50 3,643.54 2,787.63 460.69


Profit/(Loss) before Tax and
Exceptional items (30,100.03) (24,271.20) (8,744.54) (2,394.81) (1,707.23) (347.74)
Exceptional items (Refer Note 9.1 to
Annexure 4) - - - - (12,084.30) -
Profit/(Loss) before Tax but after
Exceptional items (30,100.03) (24,271.20) (8,744.54) (2,394.81) (13,791.53) (347.74)
Provision for Taxation-Current Tax - - - - - -
-Deferred Tax - - - - - -
-Fringe Benefit Tax 40.44 24.50 3.29 - - -
-Wealth Tax 0.36 0.58 - - - -
Excess Provision for earlier years
Written Back - - - 4.40 1.67 -
Profit/(Loss) after Tax (30,140.83) (24,296.28) (8,747.83) (2,390.42) (13,789.86) (347.74)
Balance Brought Forward (25,601.32) (33,990.97) (25,243.14) (22,852.72) (9,062.86) (8,715.12)
Less:Transfer to Restructuring
Account(Refer Annexure 4 ) - 32,685.93 - - - -

Balance Carried to Balance Sheet (55,742.15) (25,601.32) (33,990.97) (25,243.14) (22,852.72) (9,062.86)

Net Profit/(Loss) Before Adjustment


as per Audited Statement (30,553.99) (25,188.15) (20,783.26) (2,788.40) (77.41) (321.75)
Total of Adjustments (See Para C.2 of
annexure 4) 413.16 891.87 12,035.43 397.98 (13,712.45) (25.99)
Net Profit/ (Loss) after Adjustment (30,140.83) (24,296.28) (8,747.83) (2,390.42) (13,789.86) (347.74)

Note: The above statement should be read with the Significant Accounting Policies and Selected Notes to
Accounts for Restated Summary Statements, as appearing in Annexure 4 of the Financials Statements.

7
GENERAL INFORMATION
Dear Equity Shareholder(s),

Pursuant to the resolution passed by the Board of Directors at its meeting held on April 24, 2008, it has been
decided to make the following offer to the Equity Shareholders, with a right to renounce:

ISSUE OF [••] EQUITY SHARES OF THE COMPANY FOR CASH AT APRICE OF RS. [••] PER
EQUITY SHARE INCLUDING A PREMIUM OF RS. [••] PER EQUITY SHARE AGGREGATING
UPTO RS. 114,000 LAKHS TO THE EQUITY SHAREHOLDERS OF THE COMPANY ON RIGHTS
BASIS IN THE RATIO OF [••] EQUITY SHARES FOR EVERY [••] EQUITY SHARES HELD ON THE
RECORD DATE I.E. [••] IN TERMS OF THE LETTER OF OFFER. THE TOTAL ISSUE PRICE IS [••]
TIMES OF THE FACE VALUE OF THE EQUITY SHARE. THE ISSUE PRICE FOR THE EQUITY
SHARES WILL BE PAID IN [••] INSTALLMENTS: [••]% OF THE ISSUE PRICE WILL BE PAYABLE
ON APPLICATION AND THE BALANCE [••]% OF THE ISSUE PRICE WILL BECOME PAYABLE
AT THE OPTION OF THE COMPANY WITHIN [••] MONTHS FROM THE DATE OF ALLOTMENT.

REGISTERED OFFICE OF THE COMPANY CORPORATE OFFICE OF THE COMPANY

Dish TV India Limited Dish TV India Limited


B-10, Essel House, FC-19, Sector 16A,
Lawrence Road, Noida, 201 301, Uttar Pradesh, India.
Industrial Area,
Delhi 100 035, India.

Tel: +91 11 2710 1145 Tel: : +91 120 2511 064


Fax: +91 11 2719 2172 Fax: +91 120 2488 777
Email: cs@dishtv.in Email: cs@dishtv.in
Website: www.dishtv.in Website: www.dishtv.in

Registration No: 55-101836


Corporate Identification Number: L51909DL1988PLC101836

The Equity Shares are listed on the BSE, NSE and CSE. The Equity Shares are infrequently traded on CSE.

ADDRESS OF THE REGISTRAR OF COMPANIES:

The Registrar of Companies,


National Capital Territory of Delhi and Haryana,
B-Block, Paryavaran Bhawan,
CGO Complex, Lodhi Road,
New Delhi 110 003, India.

BOARD OF DIRECTORS

Age
Name Address
(in years)
Mr. Subhash Chandra 58 Flat 4, 1 Hyde Park Street, Paddington, London, W2 JW, United
Chairman Kingdom.
Non-Executive Director
Non-Independent Director
Mr. Jawahar Lal Goel 53 Nandtara, 22, Oak Drive, Sultanpur, Mehrauli, New Delhi 110 030,
Managing Director India.

Mr. Bhagwan Dass Narang 63 Flat No. 29, Ground Floor, ‘F’ Block, DDA Apartments, SES (Near
Non-Executive Director Market), Sheikh Sarai, Phase I, New Delhi 110 017, India.
Independent Director

Mr. Arun Duggal 62 A-4, 3rd Floor, West End Colony, New Delhi 110 021, India.
Non-Executive Director
Independent Director
Dr. Pritam Singh 67 House No. A2/14, PWO Complex, Plot No. 1A, Sector 43, Gurgaon

8
Age
Name Address
(in years)
Non-Executive Director 122 001, Haryana, India.
Independent Director
Mr. Ashok Mathai Kurien 58 252, Tahnee Heights Co-operative Housing Society, D – Building, Petit
Non-Executive Director Hall, 66 Nepeansea Road, Mumbai 400 006, India

Mr. Eric Louis Zinterhofer 36 660 Park Avenue, New York, N.Y. 10021, U.S.A
Non-Executive Director
Independent Director

For more details regarding our Directors refer to “Management” on page 60.

Company Secretary and Compliance Officer

Mr. Jagdish Patra


Dish TV India Limited
FC-19, Sector 16A,
Noida 201 301,
Uttar Pradesh, India.
Tel: +91 120 2599 391
Fax: +91 120 2488 777
Email: cs@dishtv.in

Investors may contact the Compliance Officer or the Registrar for any pre-Issue / post-Issue related matters,
such as non receipt of letter of allotment, credit of Allotted Equity Shares in the respective beneficiary account
or refund orders.

Bankers to the Company

ICICI Bank Limited Standard Chartered Bank


K-1, Senior Mall, Sector-18, 2nd Floor, Client Relationship,
Noida 201 301, Uttar Pradesh, India. 90 MG Road, Fort,
Tel: : +91 120 4059893 Mumbai 400001, India.
Fax: +91 120 4059843 Tel: : +91 9833214313/ +91 22 22683373
Email:ruma.bhattacharya@icicibank.com Fax: +91 22 22624912
Contact Person: Ms. Ruma Bhattacharya Email: suryakant.sohoni@standardchartered.com;
shruti.vegrecha@standardchartered.com
Contact Persons: Mr. Suryakant Sohoni and Ms.
Shruti Vegrecha

IDBI Bank Axis Bank Ltd.


Large Corporation Bank, Ground Floor,
9th Floor, IDBI Towers, Atlanta, Nariman Point
Cuffee Parade, Mumbai 40000 21
Mumbai 400001 Tel: : +91 9821487888/ +91 22 22875366
Tel: +91 22 66552366 Fax: +91 22 186944
Fax: +91 22 22181195 Email: Jayendra.shetty@axisbank.com
Email: m.sarang@idbi.co.in Contact Person: Mr. Jayendra Shetty
Contact Person: Mr. Monal Sarang

Union Bank of India


1st Floor UBI Bhawan,
239, Vidhan Bhawan Marg,
Nariman Point,
Mumbai, India.
Tel: +91 22 22892011
Fax: +91 22 22855037
Email:unionifb@bol.net.in
Contact Person: Mr. Muthu Kumar

9
Issue Management Team

Lead Manager to the Issue


Enam Securities Private Limited
801, Dalamal Towers
Nariman Point, Mumbai 400 021, India.
Tel: +91 22 6638 1800
Fax: +91 22 2284 6824
Email: dishtv@enam.com
Website: www.enam.com
Contact Person: Mr. Sachin K. Chandiwal

Enam Securities Private Limited shall be responsible for and shall coordinate the following activities in relation
to this Issue:

No Activities
1. Capital structuring with the relative components and formalities such as composition of debt and equity, type of
instruments
2. Drafting and Design of the offer document and of advertisement / publicity material including newspaper
advertisements and brochure / memorandum containing salient features of the offer document. To ensure
compliance with the SEBI Guidelines and other stipulated requirements and completion of prescribed
formalities with Stock Exchange and SEBI.
3. Retail/Non-institutional marketing strategy which will cover, inter alia, preparation of publicity budget,
arrangements for selection of (i) ad-media, (ii) bankers to the issue, (iii) collection centres (iv) distribution of
publicity and issue material including composite application form and the abridged letter of offer and the draft
letter of offer to the extent applicable
4. Institutional marketing strategy to the extent applicable
5. Selection of various agencies connected with the issue, namely Registrars to the Issue, Printers, and
Advertisement agencies.
6. Follow-up with bankers to the issue to get quick estimates of collection and advising the issuer about closure of
the issue, based on the correct figures.
7. The post-issue activities will involve essential follow-up steps, which must include finalisation of basis of
allotment / weeding out of multiple applications, listing of instruments and dispatch of certificates and refunds,
with the various agencies connected with the work such as registrars to the issue, bankers to the issue, and bank
handling refund business. Even if many of these post-issue activities would be handled by other intermediaries,
the Lead Manager shall be responsible for ensuring that these agencies fulfill their functions and enable him to
discharge this responsibility through suitable agreements with the Issuer Company.

Advisors to the Issue

Standard Chartered- STCI Capital Markets Limited


Dheeraj Arma,
First Floor, Ananth Kanekar Marg,
Bandra (East),
Mumbai 400 051,
India.
Tel: +91 22 67515999/ 67515800
Fax: +91 22 67023194
Email: dtil.rights@standardcharteredcapitalmarkets.com
Contact Person: Mr. Jaya Kumar Subramanian

Domestic Legal Counsel to the Issue

Luthra and Luthra Law offices


103, Ashoka Estate,
24, Barakhamba Road,
New Delhi 110 001, India.
Tel: +91 11 4121 5100
Fax: +91 11 2372 3909
Email: luthra@luthra.com

Auditors of the Company

10
MGB & Co., Chartered Accountants
21, Shankar Vihar
Vikas Marg, Delhi 1100 92, India
Tel: + 91 11 4244 0490
Fax: +91 11 2250 8300
Email: ljain@mgbco.com
Contact Person: Mr. Lalit Kumar Shrishrimal

Registrar to the Issue


Sharepro Services (India) Private Limited
Satam Estate, 3rd Floor,
Above Bank of Baroda,
Cardinal Gracious Road,
Chakala, Andheri (E),
Mumbai 400 099
Tel: +91 22 2821 5168
Fax: +91 22 2837 5646
Email: indira@shareproservices.com
Contact Person: Mrs. Indira Karkera

Note: Investors are advised to contact the Registrar to the Issue/ Compliance Officer in case of any pre-
issue/post-issue related problems such as non-receipt of Abridged Letter of Offer/letter of allotment/ share
certificate(s)/ refund orders.

Monitoring Agency

We will be appointing [●] as the Monitoring Agency for the Issue in terms of Clause 8.17.1 of the SEBI
Guidelines as the Issue size is more than Rs. 500 crores.

Bankers to the Issue


[●]

Credit rating

This being an issue of Equity Shares, no credit rating is required.

11
CAPITAL STRUCTURE

Aggregate Aggregate
nominal value Value at Issue
(In Rs. lakhs) Price (In Rs.
lakhs)
Authorized share capital1
730,000,000 Equity Shares 7,300.00
Issued, subscribed and paid-up share capital
428,222,803 Equity Shares 4,282.23 [●]
Present Issue being offered to the shareholders through the Letter of Offer
[●] Equity Shares [●] [●]*
Paid up Equity Share capital after the Issue
[●] Equity Shares [●] [●]
Share Premium Account
Existing share premium account [●]
Share premium account after the Issue

1
The equity shares of our Company were split from a face value of Rs. 100 per equity share to Rs.10 per equity
share as per the resolution passed by the shareholders of our Company dated May 31, 1995.

The authorized share capital of our Company was increased from Rs. 1 lakh divided into 1,000 equity shares of
Rs. 100 each to Rs. 5,000 lakhs divided into 500 lakhs equity shares of Rs. 10 each through a resolution of the
shareholders of our Company dated May 31, 1995.

The authorized share capital of our Company was further increased from Rs. 5,000 lakhs divided into 500 lakhs
equity shares of Rs. 10 each to Rs. 7,300 lakhs divided into 730 lakhs equity shares of Rs. 10 each through a
resolution of the shareholders of our Company dated July 30, 2002.

The equity shares of our Company were split from a face value of Rs. 10 per equity share to Re. 1 per equity
share as per the resolution of our shareholders dated September 16, 2006.

* Comprising [●] Equity Shares partly paid up to the extent of [●]% of the Issue Price including share premium.
Further [●]% of the Issue Price including share premium, shall become payable, at the option of the Company,
anytime within [•] months after the Allotment Date.

Notes to the Capital Structure

1. Build up of Equity Share Capital as on May 20, 2008 is as follows:

Date of No. of Equity Face Issue Price Cumulative Consideration Remarks


Allotment Shares Value per Equity Paid-up
Allotted (Rs.) Shares Capital (Rs.)
(Rs.)
August 11, 20 100 100 2,000 Cash Subscription on signing
1988 of the Memorandum of
Association.

October 18, 2,50,000 10 10 25,02,000 Cash Preferential allotment of


19952 shares made to Churu
Trading Company
Private Limited, Briggs
Trading Company
Private Limited, Ganjam
Trading Company
Private Limited,
Prajatma Trading
Company Private
Limited, Premier Finance
& Trading Company
Private Limited,

12
Date of No. of Equity Face Issue Price Cumulative Consideration Remarks
Allotment Shares Value per Equity Paid-up
Allotted (Rs.) Shares Capital (Rs.)
(Rs.)
June 2, 85,18,773 10 10 8,76,89,730 Cash Preferential allotment of
2000 shares made to Churu
Trading Company
Private Limited
June 2, 12,68,942 10 10 10,03,79,150 Cash Preferential allotment of
2000 shares made to Premier
Finance and Trading
Company Limited
June 2, 10,50,000 10 10 11,08,79,150 Cash Preferential allotment of
2000 shares made to Briggs
Trading Company
Private Limited
June 2, 12,87,000 10 10 12,37,49,150 Cash Preferential allotment of
2000 shares made to Ganjam
Trading Company
Private Limited
June 2, 24,75,000 10 10 14,84,99,150 Cash Preferential allotment of
2000 shares made to Prajatma
Trading Company
Private Limited
June 2, 1,00,000 10 10 14,94,99,150 Cash Preferential allotment of
2000 shares made to Ms.
Sushila Goel

June 2, 2,50,000 10 10 15,19,99,150 Cash Preferential allotment of


2000 shares made to Mr.
Ashok Goel

December 17,75,000 10 10 16,97,49,150 Cash Preferential allotment of


6, 2000 shares made to Churu
Trading Company
Private Limited
December 38,25,000 10 10 20,79,99,150 Cash Preferential allotment of
6, 2000 shares made to Premier
Finance and Trading
Company Limited
December 45,50,000 10 10 25,34,99,150 Cash Preferential allotment of
6, 2000 shares made to Ganjam
Trading Company
Private Limited
December 14,50,000 10 10 26,79,99,150 Cash Preferential allotment of
6, 2000 shares made to Prajatma
Trading Company
Private Limited
December 2,00,000 10 10 26,99,99,150 Cash Preferential allotment of
10, 2000 shares made to Mr.
Subhash Chandra

December 2,35,300 10 265 27,23,52,150 Cash Preferential allotment of


10, 2000 shares made to Afro-
Asian Satellite
Communications Limited

13
Date of No. of Equity Face Issue Price Cumulative Consideration Remarks
Allotment Shares Value per Equity Paid-up
Allotted (Rs.) Shares Capital (Rs.)
(Rs.)
December 1,38,33,550 10 265 41,06,87,650 Cash Preferential allotment of
11, 2000 shares made to Afro-
Asian Satellite
Communications Limited
August 27, 3,05,00,000 10 10 71,56,87,650 Cash Preferential allotment of
2002 shares made to Veena
Investment Private
Limited
April 10, 24,93,00,890 1 - 42,82,22,803 Other than cash Allotted to shareholders
20073 of ZEEL pursuant to the
Scheme of
Arrangement.#
Total 42,82,22,803 42,82,22,803

2
The equity shares of our Company were split from a face value of Rs. 100 per equity share to Rs.10 per equity
share as per the resolution of our shareholders dated May 31, 1995.
3
The equity shares of our Company were split from a face value of Rs. 10 per equity share to Re. 1 per equity
share as per the resolution of our shareholders dated September 16, 2006. The Equity Share capital of our
Company was then reduced by way of canceling three Equity Shares for every four Equity Shares through a
resolution of our shareholders of our Company dated September 16, 2006 under the Scheme of Arrangement as
approved by the order of the High Court of Judicature at Delhi by its order dated December 18, 2006 and High
Court of Judicature at Bombay by its order dated January 12, 2007, thereby canceling 53,67,65,738 Equity
Shares. The paid up Equity Share capital post reduction was Rs. 17,89,21,913.

In addition, entire of the Equity Shares, that is 17,89,21,913 Equity Shares, issued prior to the allotment made
under the Scheme of Arrangement are locked in till April 18, 2010, i.e. till a period of three years from date of
lisitng of these Equity Shares on the Stock Exchange.

Our Company had entered into loan agreements dated May 23, 2006 and August 30, 2006 with Industrial
Development Bank of India (“IDBI”), pursuant to which 32,500,000 equity shares of our Company of face value
Rs. 10 each, are pledged with IDBI. These equity shares are pledged with IDBI pursuant to agreement to pledge
entered by (a) Veena Investments Private Limited and IDBI on May 24, 2006, for pledge of 30,500,000 equity
shares of face value Rs. 10 each, of our Company; (b) Ganjam Trading Company Private Limited and IDBI on
May 23, 2006, for pledge of 45,50,000 equity shares of face value Rs. 10 each, of our Company; and (c)
Prajatma Trading Company Private Limited and IDBI on May 23, 2006, for pledge of 14,50,000 equity shares
of face value Rs. 10 each, of our Company.

However, our Company has paid back the loans taken from IDBI and we have received no dues certificate from
IDBI bearing reference number IDBI/LCB/DTIL/199 dated May 20, 2008, for the loan agreements dated May
23, 2006 and August 30, 2006. We are in the process of completing necessary formalities for the release of
charge and pledge on equity shares.

# For details of the Scheme of Arrangement, see “History of the Company and Other Corporate Matters” on
page 53.

2. Build-up of share capital by the Promoters

Name of the Date of No. of equity Face Issue/ Nature of Nature of Transaction
Promoter Allotment/transfer shares* Value Acquisition Consideration
Price per Equity
Share (Rs.)**
Mr. Subhash December 10, 2000 2,00,000 10 10 Cash Preferential allotment
Chandra
April 10, 2007 (15,00,000) 1 NA Other than Reduction of ¾ of share
cash capital as per Scheme of

14
Name of the Date of No. of equity Face Issue/ Nature of Nature of Transaction
Promoter Allotment/transfer shares* Value Acquisition Consideration
Price per Equity
Share (Rs.)**
Arrangement
Total 5,00,000
Mr. Laxmi Narain April 24, 1995 10 100 100 Cash Shares Transferred from
Goel Mr. Ramesh Kumar
Khanted (Subscriber to
MOA)

April 10, 2007 (750) 1 NA NA Reduction of ¾ of share


capital as per Scheme of
Arrangement
April 10, 2007 10,06,250 1 - Other than Allotment made as a
cash shareholder of ZEEL
pursuant to the Scheme of
Arrangement
Total 10,06,500
Mr. Ashok Goel April 24, 1995 10 100 100 Cash Shares transferred from
Mr. Mahendra H Khanted
(Subscriber to
Memorandum)

June 2, 2000 2,50,000 10 10 Cash Preferential allotment

April 10, 2007 (18,75,750) 1 - Other than Reduction of ¾ of share


cash capital as per Scheme Of
Arrangement
Total 6,25,250
Ms. Sushila Goel June 2, 2000 1,00,000 10 10 Cash Preferential allotment

April 10, 2007 (7,50,000) 1 - Other than Reduction of ¾ of share


cash capital as per Scheme Of
Arrangement
April 10, 2007 5,34,750 1 - Other than Allotment made as a
cash shareholder of ZEEL
pursuant to the Scheme of
Arrangement
Total 784,750
Mr. Ashok April 10, 2007 11,74,150 1 - Other than Allotment made as a
Mathai Kurien cash shareholder of ZEEL
pursuant to the Scheme of
Arrangement
Total 11,74,150
Veena Investment August 27, 2002 3,05,00,000 10 10 Cash Preferential allotment
Private Limited
April 10, 2007 (22,87,50,000) 1 - Other than Reduction of ¾ of share
cash capital as per Scheme Of
Arrangement
April 10, 2007 247,825 1 - Other than Allotment made as a
cash shareholder of ZEEL
pursuant to the Scheme of
Arrangement
Total 7,64,97,825
Delgrada Limited April 10, 2007 47,169,206 1 - Other than Allotment made as a
cash shareholder of ZEEL
pursuant to the Scheme of
Arrangement

15
Name of the Date of No. of equity Face Issue/ Nature of Nature of Transaction
Promoter Allotment/transfer shares* Value Acquisition Consideration
Price per Equity
Share (Rs.)**
April 13, 2007 to (36,748,913) 1 - Cash Sold at the secondary
April 20, 2007 market
July 20, 2007 to July (2,30,000) 1 - Cash Sold at the secondary
27, 2007 market
Total 1,01,90,293
Afro-Asian December 10, 2000 2,35,300 10 265 Cash Preferential allotment
Satellite December 11, 2000 1,38,33,550 10 265 Cash Preferential allotment
Communications
Limited
April 10, 2007 (10,55,16,375) 1 - Other than Reduction of ¾ of share
cash capital as per Scheme Of
Arrangement
Total 3,51,72,125
Jayneer Capital April 10, 2007 3,00,99,354 1 - Other than Allotment made as a
Private Limited cash shareholder of ZEEL
pursuant to the Scheme of
Arrangement
April 13, 2007 to 43,00,000 1 - Cash Purchased from the
April 20, 2007 secondary market
Total 3,43,99,354
Churu Trading October 18, 1995 50,000 10 10 Cash Preferential allotment
Company Private June 2, 2000 85,18,773 10 10 Cash Preferential allotment
Limited
December 6, 2000 17,75,000 10 10 Cash Preferential allotment
April 10, 2007 (7,75,78,297) 1 - NA Reduction of ¾ of share
capital as per Scheme Of
Arrangement
April 10, 2007 20,56,200 1 - Other than Allotment made as a
cash shareholder of ZEEL
pursuant to the Scheme of
Arrangement
April 13, 2007 to (10,57,125) 1 - Cash Sold at the secondary
April 20, 2007 market
Total 2,68,58,508
Ganjam Trading October 18, 1995 50,000 10 10 Cash Preferential allotment
Company Private June 2, 2000 12,87,000 10 10 Cash Preferential allotment
Limited
December 6, 2000 45,50,000 10 10 Cash Preferential allotment

April 10, 2007 (4,41,52,500) 1 - NA Reduction of ¾ of share


capital as per Scheme Of
Arrangement
April 10, 2007 3,459,487 1 - Other than Allotment made as a
cash shareholder of ZEEL
pursuant to the Scheme of
Arrangement
April 13, 2007 to (13,00,000) 1 - Cash Sold at the secondary
April 20, 2007 market
Total 1,68,76,987
Premier Finance October 18, 1995 50,000 10 10 Cash Preferential allotment
& Trading June 2, 2000 12,68,942 10 10 Cash Preferential allotment
Company Private
Limited December 6, 2000 38,25,000 10 10 Cash Preferential allotment

April 10, 2007 (3,85,79,565) 1 - NA Reduction of ¾ of share


capital as per Scheme Of
Arrangement
April 10, 2007 35,51,200 1 - Other than Allotment made as a
cash shareholder of ZEEL

16
Name of the Date of No. of equity Face Issue/ Nature of Nature of Transaction
Promoter Allotment/transfer shares* Value Acquisition Consideration
Price per Equity
Share (Rs.)**
pursuant to the Scheme of
Arrangement
Total 1,64,11,055
Prajatma Trading October 18, 1995 50,000 10 10 Cash Preferential allotment
Company Private June 2, 2000 24,75,000 10 10 Cash Preferential allotment
Limited
December 6, 2000 14,50,000 10 10 Cash Preferential allotment

April 10, 2007 (2,98,12,500) 1 - Other than Reduction of ¾ of share


cash capital as per Scheme Of
Arrangement
April 10, 2007 43,55,337 1 - Other than Allotment made as a
cash shareholder of ZEEL
pursuant to the Scheme of
Arrangement
April 13, 2007 to (22,93,962) 1 - Cash Sold at the secondary
April 20, 2007 market
Total 1,19,98,875
Lazarus April 10, 2007 66,12,500 1 - Other than Allotment made as a
Investments cash shareholder of ZEEL
Limited pursuant to the Scheme of
Arrangement
Total 66,12,500
Briggs Trading October 18, 1995 50,000 10 10 Cash Preferential allotment
Company Private June 2, 2000 10,50,000 10 10 Cash Preferential allotment
Limited

April 10, 2007 (82,50,000) 1 - Other than Reduction of ¾ of share


cash capital as per Scheme Of
Arrangement
April 10, 2007 25,59,475 1 - Other than Allotment made as a
cash shareholder of ZEEL
pursuant to the Scheme of
Arrangement
April 13, 2007 to (13,00,000) 1 - Cash Sold at the secondary
April 20, 2007 market
Total 40,09,475
Essel April 10, 2007 36,80,000 1 - Other than Allotment made as a
Infraprojects cash shareholder of ZEEL
Limited pursuant to the Scheme of
Arrangement
Total 36,80,000
Ambience April 10, 2007 13,08,125 1 - Other than Allotment made as a
Business Services cash shareholder of ZEEL
Private Limited pursuant to the Scheme of
Arrangement
Total 13,08,125

3. Current shareholding pattern of the Company as on May 20, 2008 is as follows:

The table below represents the shareholding pattern of our Company:

Description Pre Issue Post Issue

17
Category of Shareholder Total number Total Total Total shareholding
of Equity Shares shareholding as number as a percentage of
a percentage of of Equity total number of
total number of Shares Equity Shares
Equity Shares
Shareholding of Promoter and
Promoter Group (A)
Indian
Individuals/Hindu Undivided Family 35,90,650 0.84 [•] [•]

Central Government/State Nil Nil [•] [•]


Government(s)
Bodies Corporate 19,20,40,204 44.84 [•] [•]

Financial Institutions/Banks Nil Nil [•] [•]


Any Other Nil Nil [•] [•]
Foreign [•] [•]
Individuals (Non-Resident 500,000 0.12 [•] [•]
Individuals/Foreign Individuals)
Bodies Corporate 12.14 [•] [•]
5,19,74,918

Institutions/FII Nil Nil [•] [•]


Any Other Nil Nil [•] [•]
Total Shareholding of Promoter and 24,81,05,772 57.94 [•] [•]
Promoter Group (A)

Public shareholding (B) [•] [•]

Institutions (B1) [•] [•]


Mutual Funds/ UTI 1,28,16,876 2.99 [•] [•]

Financial Institutions 1,24,30,734 2.90 [•] [•]

Banks 63,407 0.01 [•] [•]

Foreign Institutional Investors 15.04 [•] [•]


6,44,19,503

Foreign Bodies 0.01 [•] [•]


33,851

Sub-Total (B)(1) 8,97,64,371 20.96 [•] [•]


Non-institutions (B2) [•] [•]
Bodies Corporate 2,71,40,445 6.34 [•] [•]

Non Resident 22,06,984 0.52 [•] [•]


OCBs 20,695 0.00 [•] [•]

Trust 29,437 0.01 [•] [•]

Individuals 6,09,55,099 14.23 [•] [•]

Sub-Total (B)(2) 9,03,52,660 21.09 [•] [•]


Total Public Shareholding (B) = 18,01,17,031 42.06 [•] [•]
(B)(1)+(B)(2)

42,82,22,803 100 [•] [•]


GRAND TOTAL (A)+(B)

18
4. Details of shareholding of the Promoters, Promoter Group and Directors of the promoter
companies of the Company as on May 20, 2008

Name of the Shareholder Total Shares % of pre issue capital

Promoters
5,00,000 0.12
Mr. Subhash Chandra
10,06,500 0.24
Mr. Laxmi Narain Goel
6,25,250 0.15
Mr. Ashok Goel
11,74,150 0.27
Mr. Ashok Mathai Kurien
7,84,750 0.18
Ms. Sushila Goel
7,64,97,825 17.86
Veena Investment Private Limited
Delgrada Limited 1,01,90,293 2.38
3,51,72,125 8.21
Afro-Asian Satellite Communications Limited
3,43,99,354 8.03
Jayneer Capital Private Limited
2,68,58,508 6.27
Churu Trading Company Private Limited
1,68,76,987 3.94
Ganjam Trading Company Private Limited
1,64,11,055 3.83
Premier Finance & Trading Company Private Limited
1,19,98,875 2.80
Prajatma Trading Company Private Limited
66,12,500 1.54
Lazarus Investments Limited
40,09,475 0.94
Briggs Trading Company Private Limited
36,80,000 0.86
Essel Infraprojects Limited
13,08,125 0.31
Ambience Business Services Private Limited
Nil Nil
Promoter Group
Nil Nil
Directors of Promoter Companies

5. Our Promoters, Directors and Group Companies have not purchased or sold any Equity Shares in the
six months preceding the date of filing of this Draft Letter of Offer with SEBI.

6. Top ten Shareholders

a) Top ten shareholders as on May 20, 2008:

Name of the Shareholder Total number of % of pre Issue capital


S.No.
Equity Shares
Veena Investment Private Limited
1. 7,62,50,000 17.80
Afro-Asian Satellite Communications Limited
2. 3,51,72,125 8.21
Churu Trading Company Private Limited
3. 2,58,59,433 6.04
Jayneer Capital Private Limited
4. 2,57,82,117 6.02
Ganjam Trading Company Private Limited
5. 1,47,17,500 3.44
Premier Finance & Leasing Limited
6. 1,28,59,855 3.00
Life Insurance Corporation of India
7. 1,23,14,813 2.87
Oppenheimer Funds Inc.
8. 1,09,34,339 2.55
Quantum (M) Limited
9. 1,05,74,108 2.47
Prajatma Trading Company Private Limited
10. 99,37,500 2.32

b) Top ten shareholders as on ten days prior to the filing of the Draft Letter of Offer:

19
Name of the Shareholder Total number of % of pre Issue capital
S.No.
Equity Shares
Veena Investment Private Limited
1. 7,62,50,000 17.80
Afro-Asian Satellite Communications Limited
2. 3,51,72,125 8.21
Churu Trading Company Private Limited
3. 2,58,59,433 6.04
Jayneer Capital Private Limited
4. 2,57,82,117 6.02
Ganjam Trading Company Private Limited
5. 1,47,17,500 3.44
Premier Finance & Leasing Limited
6. 1,28,59,855 3.00
Life Insurance Corporation of India
7. 1,23,14,813 2.87
Oppenheimer Funds Inc.
8. 1,09,34,339 2.55
Quantum (M) Limited
9. 1,08,74,108 2.54
Prajatma Trading Company Private Limited
10. 99,37,500 2.32

c) Top ten shareholders two years prior to the filing of the Draft Letter of Offer:

Name of the Shareholder Total Shares % of pre issue capital


S.No.
Veena Investment Private Limited 30,50,00,000 42.62
1.
Afro-Asian Satellite Communications Limited 14,06,88,500 19.66
2.
Churu Trading Company Private Limited 10,34,37,730 14.45
3.
Ganjam Trading Company Private Limited 5,88,70,000 8.23
4.
Premier Finance & Leasing Limited 5,14,39,420 7.19
5.
Prajatma Trading Company Private Limited 3,97,50,000 5.55
6.
Briggs Trading Company Private Limited 1,10,00,000 1.54
7.
Mr. Ashok Goel 25,01,000 0.35
8.
Mr. Subhash Chandra 20,00,000 0.27
9.
Ms. Sushila Goel 10,00,000 0.14
10.

7. The present issue being a rights issue, as per SEBI guidelines, the requirement of Promoters’
contribution and lock-in are not applicable.

8. ESOP Scheme:

We have adopted the ESOP Scheme to reward our employees for their past association with the
Company and performance and also to motivate them to contribute to the growth and profitability of
the Company. The grant of options under the ESOP Scheme was approved pursuant to a special
resolution passed by our shareholders at the AGM held on August 3, 2007. The grant of stock options
was approved by the Remuneration Committee at their meeting held on August 21, 2007.

Details of the ESOP Scheme are as follows:

Particulars Details
Options granted and exercise price of options Date of grant Number of
options granted Exercise
Price/Equity Share

20
Particulars Details
April 24, 2008 184,500 Rs. 63.95

Total number of options granted 32,57,550*

Total options vested (includes options exercised) NIL


Options exercised NIL
Options forfeited/ lapsed/ cancelled 13,74,000
Total number of Equity Shares arising as a 18,83,550
result of full exercise of options already
granted
Variations in terms of options NIL
Money realised by exercise of options NIL
Options outstanding (in force) 18,83,550
Pricing Formula/Exercise price The latest available closing price prior to the date of the meeting of
the Remuneration Committee/ESOP Committee in which the
options are granted/shares are issued (Grant Date) on the Stock
Exchanges.
Person wise details of options granted to
i) Directors and key managerial employees** As mentioned below**
ii) Any other employee who received a grant
of options amounting to 5% or more of the Mr. V.K. Gupta ***
total options granted ***
iii) Identified employees who are granted None
options, during any one year equal to or
exceeding 1% of the issued capital
(excluding outstanding warrants and
conversions) of the Company at the time of
grant
Fully diluted EPS on a pre-Issue basis for as on Rs. (7.15)
December 31, 2007
Difference, if any, between employee compensation Nil
cost (calculated using the intrinsic value of stock
option) and the employee compensation cost
(calculated on the basis of fair value of options)
Vesting schedule For the grant on August 21, 2007: August 2008 to August 2012

For the grant on April 24, 2008 : April 2009 to April 2013

Lock-in One year from the date of the grant


Impact on profits and EPS of the last three years in Nil
the Company had followed the accounting policies
specified in Clause 13 of the ESOP Guidelines

* As per the provisions of the ESOP Scheme, in the event of rights issue of Equity Shares, an option holder
would not be eligible for the bonus or rights shares but an adjustment to the number of options or the exercise
price or both, would be made as decided by the remuneration committee.

**Details regarding options granted to our key managerial employees under ESOP Scheme are set forth below:

Name of key managerial personnel No. of options granted No. of options No. of options
exercised outstanding
Mr. Amitabh Kumar 1,64,700 Nil 1,64,700

21
Name of key managerial personnel No. of options granted No. of options No. of options
exercised outstanding
Mr. Rajiv Khattar 1,67,950 Nil 1,67,950
Mr. Rajeev K Dalmia 1,71,100 Nil 1,71,100
Mr. Jagdish Patra 30,200 Nil 30,200

***Details regarding options granted to other employees who have received grant of more than 5%

Name of employee No. of options granted No. of options No. of options


exercised outstanding
Mr. V.K. Gupta 97,200 Nil 97,200

9. The Company has not availed any bridge loan which would be repaid from the proceeds of the Issue

10. The Promoters, Directors and the Lead Manager of the Issue have not entered into buy-back, standby or
similar arrangements for any of the securities being issued through this Draft Letter of Offer.

11. The terms of issue to Non-Resident Equity Shareholders / Applicants have been presented under the
“Terms of the Issue” on page 286.

12. At any given time, there shall be only one denomination of the Equity Shares of the Company. The
Equity Shareholders do not hold any warrant, option or convertible loan or debenture, which would
entitle them to acquire further Equity Shares.

13. Currently, foreign direct investment (“FDI”) can be made in the DTH sector only after prior approval
of the Foreign Investment Promotion Board (“FIPB”). Under the current foreign exchange regulation,
foreign investment in DTH sector is capped at 49% of the total paid up capital, under this limit the FDI
component is capped to not exceed 20%.

Our Company has made an application dated May 16, 2008 to the FIPB for allowing participation and
Allotment to Non Resident Equity Shareholders, including FIIs, up to their Rights Entitlement and for
any additional Equity Shares under the Issue, subject to the overall sectoral cap as mentioned above.
Further, the total holding by each FII or sub account of the FII should not exceed 10% of the total paid
up equity capital of our Company and the aggregate holding of all FIIs and sub accounts of FIIs should
not exceed 24% of the paid up equity capital of the Company. The maximum permissible limit of FII
investment in the Company has been increased to the extent of 49% (maximum permissible limit) by a
board resolution dated March 2, 2007 followed by way of a special resolution of the shareholders of the
Company dated March 30, 2007.

Our Company has made an application dated May 20, 2008 to RBI for allowing Non-Residents to
subscribe to partly paid up Equity Shares in the Issue. In addition, renunciation in favour of Non-
Residents is subject to the renouncer (s)/renouncee(s) obtaining the approval of the FIPB and/or
necessary permission of the RBI under the FEMA and such permissions should be attached to the CAF.
Applications not accompanied by the aforesaid approvals are liable to be rejected.

14. Except issue of Equity Shares arising on the exercise of options granted under our ESOP Scheme, no
further issue of capital by way of issue of bonus shares, preferential allotment, rights issue or public
issue or in any other manner which will affect the Company shall be made during the period
commencing from the filing of the Draft Letter of Offer with the SEBI and date on which the Equity
Shares issued under the Letter of Offer are listed or application moneys are refunded on account of the
failure of the Issue.

15. The Company presently does not intend to alter its capital structure for a period of six months from the
date of the opening of the Issue, by way of split or consolidation of the denomination of Equity Shares
or further issue of Equity Shares (including issue of securities convertible into or exchangeable,
directly or indirectly into Equity Shares) whether preferential or otherwise except that if the Company
enters into acquisitions or joint ventures or if the business needs arise, it may, subject to necessary
approvals, consider raising additional capital to fund such activity.

22
16. The Issue will remain open for 30 days. However, the Board will have the right to extend the Issue
period as it may determine from time to time but not exceeding 60 days from the Issue Opening Date.

17. The Promoters have confirmed that along with relatives and the companies controlled by the Promoters
(together hereinafter referred to as “Promoter” in this clause) intend to subscribe to the full extent of
their entitlement in the Issue. The Promoter reserves the right to subscribe to their entitlement in the
Issue either by themselves, their relatives or a combination of entities controlled by them, including by
subscribing for renunciation if any made within the promoter group to another person forming part of
the promoter group. The Promoter also intends to apply for additional Equity Shares in the Issue, such
that at least 90% of the Issue is subscribed. As a result of this subscription and consequent allotment,
the Promoter may acquire shares over and above their entitlement in the Issue, which may result in an
increase of the shareholding being above the current shareholding with the entitlement of Equity Shares
under the Issue. This subscription and acquisition of additional Equity Shares by the Promoter, if any,
will not result in change of control of the management of the Company and shall be exempt in terms of
proviso to Regulation 3(1)(b)(ii) of the Takeover Code. As such, other than meeting the requirements
indicated in the section on “Objects of the Issue” on page 24 of this Draft Letter of Offer), there is no
other intention/purpose for this Issue, including any intention to delist the Company, even if, as a result
of allotments to the Promoter, in this Issue, the Promoter shareholding in the Company exceeds their
current shareholding. The Promoter intends to subscribe to such unsubscribed portion as per the
relevant provisions of the law. Allotment to the Promoter of any unsubscribed portion, over and above
their entitlement shall be done in compliance with the Listing Agreement and other applicable laws
prevailing at that time relating to continuous listing requirements.

18. We have never revalued our assets and have not issued any Equity Shares out of revaluation reserves.

19. We have 2,12,724 members as on May 20, 2008.

20. Our Company has made an application dated May 16, 2008 to the FIPB and an application dated April
29, 2008 to the MIB to allow participation of Non Residents in the Issue and for change in capital
structure of the Company pursuant to the Issue.

23
OBJECTS OF THE ISSUE

The objects of the Issue are (a) to fund our subscriber acquisition cost; (b) repayment of loan and (c) general
corporate purposes.

The main objects clause of our Memorandum of Association and objects incidental to the main objects enable us
to undertake our existing activities and the activities for which funds are being raised by our Company through
this Issue.

The fund requirement described below is based on the management estimates and is not appraised by any bank
or financial institution. In view of the dynamic nature of the media and entertainment industry, our Company
may have to revise its capital expenditure requirements due to variations in the cost structure, changes in
estimates, exchange rate fluctuations and external factors, which may not be within the control of the
management. This may entail rescheduling or revising the planned capital expenditure for a particular purpose
from its planned expenditure at the discretion of our Company’s management. In case of shortfall in the Net
Proceeds to meet the objects of the Issue described below, we propose to meet the same through internal
accruals and borrowings.

We intend to utilize the proceeds of the Issue after deducting expenses relating to the Issue (“Net Proceeds”)
which is estimated at Rs. [•] lakhs for the abovementioned objects.

Total fund requirement of the Company

The details for the total fund requirement of the Company and the amount to be spent from the Issue are
mentioned in the table below:
Rs. in lakhs
Particular Amount
Subscriber acquisition cost 79,012
Repayment of loans 30,000
General corporate purposes [●]
Issue expenses [●]
TOTAL 1,14,000

In case of any variation in the actual utilization of funds earmarked for the objects mentioned above, increased
fund deployment for a particular activity will be financed through additional debt. If there is any surplus from
the Net Proceeds after meeting all the above mentioned objects, such surplus proceeds will be used for general
corporate purposes.

We intend to use the Net Proceeds of the Issue to finance our objects of the Issue.

Details of Objects

1. Fund our subscriber acquisition cost

We operate in a capital intensive industry wherein significant cost is required to be incurred on customer
acquisition by way of providing CPEs. With a view to participate in the increase of the customer base in DTH
segment, our management intends to use proceeds of this Issue towards purchase of CPEs which will enable us
to enlarge our subscriber base. We intend to add 28 lakh new subscribers over the next two fiscal years and
therefore would be required to purchase additional consumer premise and other equipments from local and
external suppliers.

Consumer premise equipments are the equipments which are installed at the premises of the subscriber to enable
receipt of signals from satellite and other services from our earth station. Such equipments include Set Top
Boxes (STBs), Low Noise Block (LNB), dish-antenna, wire and other miscellaneous equipments. Some of these
equipments are sourced from our Subsidiaries.

Schedule of funds deployment

The proposed schedule of deployment funds from the Net Proceeds of the Issue is as per the table below:

24
(Rs.in lakhs)
Consumer Premise Equipments Fiscal 2009 Fiscal 2010
Set top boxes 23,117.29 26,542.07
Low Noise Block 1,710.17 1,963.52
Wire 1,076.50 1,235.98
Dish Antenna 6,722.35 7,718.26
Miscellaneous equipments 4,155.30 4,770.90
Total 36,781.61 42,230.73

All the expenses made by the Company on any of the above-mentioned objects in Fiscal 2009 pending
utilization of Net Proceeds of the Issue would be reimbursed from the Net Proceeds of the Issue.

We have received the following quotes from various suppliers for estimated supplies of CPEs over next 2 fiscal
years for 28 lakhs units:

Item description Name of Supplier Date of available Amount per unit*


quotations (Rs.)
Set top boxes Handen May 19, 2008 1,440.5
Low Noise Block Wiston NeWeb Corp. April 22, 2008 96.75
Wire CommScope Asia January 9, 2008 61.92
(Suzhou) Technologies
Co.
Dish Antenna SVH Enterprises May 15, 2008 362
* The quotes in US Dollars have been converted in Rupees by using conversion rate of Rs. 43 per US Dollar

In addition to the above, we are also required to pay import duties, port and freight charges for importing the
above-mentioned products from external suppliers.

2. Repayment of Loan

The Company has entered into various financing arrangements with banks, financial institutions, and other
corporate entities. Arrangements entered into by the Company, includes borrowings in the form of secured
loans, term loans, unsecured loans. As on May 20, 2008 the total amount of loan outstanding was Rs. 49,489.18
lakhs.

The Company intends to utilize the proceeds of the issue upto Rs 30,000 lakhs towards repayment of a portion
of debt as given below. Some of the Company’s financing arrangements contain provisions relating to pre-
payment penalty. The Company will take these provisions into considerations in pre-paying its debt from the
proceeds of the Issue:
(Rupees in lakhs)
A. SECURED LOAN Amount outstanding as on
May 20, 2008*
1 Term Loan from Standard Chartered Bank 8,000
2 Vehicle Loans 24.4
3 Overdraft facility from Axis Bank Limited 749.9
4. Working capital and letter of credit facilities from ICICI Bank 3,517.1

B. UNSECURED LOAN
1 Ayepee Lamitubes Limited 10.78
2 Churu Trading Company Private Limited (Promoter) 32,390.0
3 Rupee Finance & Management Private Limited 2,000.0
4 Suncity Projects Limited 27.00
5 Inter-corporate deposits from ZEEL 2,770.00
Total 49,489.18

*As certified by letter dated May 20, 2008, issued by Gulshan Khandelwal, Chartered Accountants

25
3. General Corporate Purposes

In accordance with the policies set up by the Board, the Company proposes to retain flexibility in using the
remaining Net Proceeds for general corporate purposes, including strengthening of our marketing capabilities
and brand building exercises. In accordance with the policies of the Board, the management of the Company
will have flexibility in utilizing Issue proceeds earmarked for general corporate purposes.

The fund requirements and intended use of the Net Proceeds as described therein are based on the management
estimates. Our management, in response to the competitive and dynamic nature of the industry, may require
revising its expenditure plan, fund requirements and external factors which may be beyond the control of our
management. Such decisions will be taken by our Board. In case of variations in the actual utilization of funds
earmarked for the purposes set forth, increased fund requirements for a particular purpose may be financed by
surplus funds, if available, for other purposes as indicated below. If surplus funds are unavailable, the required
financing will be through our internal accruals and/or debt.

Issue Related Expenses

The Issue related expenses among others include, lead management and selling commission, printing and
distribution expenses, legal fees, advertisement expenses and registrar, depository fees and other fees. The
estimated Issue expenses are as follows:

Activity Expense (Rs. in % of Issue size % of Issue


lakhs) expenses
Lead management fees [●] [●] [●]
Advertising and marketing expenses [●] [●] [●]
Printing, stationery and postage [●] [●] [●]
Other (Registrar expenses, monitoring agency fees, credit [●] [●] [●]
rating agencies fees, legal fees, etc.)
Total estimated Issue expenses [●] [●] [●]

Interim Use of Proceeds

The management of our Company, in accordance with the policies established by our Board from time to time,
will have flexibility to deploy the Net Proceeds. Pending utilization for the purposes described above, our
Company intends to invest the funds in quality interest bearing liquid instruments including money market
mutual funds and deposits with banks, for the necessary duration. Such investments would be in accordance
with investment policies approved by our Board from time to time. The Company confirms that pending
utilization of the Issue proceeds; it shall not use the net proceeds for investments in the equity markets.

Bridge Loan

We have not raised any bridge loan from any bank or financial institution for any amount as at the date of this
Draft Letter of Offer.

Monitoring of Utilization of Funds

In terms of Clause 8.17 of the SEBI Guidelines, the Company has appointed [●] as the monitoring agency. The
Monitoring Agency along with our Board will monitor the utilization of the proceeds of the Issue.

Our Board

We will disclose the details of the utilization of the Net Proceeds, including interim use, under a separate head in
our financial statements specifying the purpose for which such proceeds have been utilized or otherwise
disclosed as per the disclosure requirements of our listing agreements with the Stock Exchanges, and in
particular clauses 43A and 49 of the listing agreement.

In compliance with the SEBI Guidelines, until the proceeds of the Issue have been entirely utilized, the
monitoring agency shall file a monitoring report with our Company on a half yearly basis. The report together
with the management’s comments thereon shall be placed by our Company before the Audit Committee. The
Company shall disclose to the Audit Committee, the uses and application of funds under the heads as specified

26
above, on a quarterly basis as a part of the quarterly declaration of financial results. Further, on an annual basis,
the Company shall prepare a statement of funds utilized for purposes other than those stated above, if any, and
place it before the Audit Committee. Such disclosure shall be made only until such time that the full money
raised through the Issue has not been fully spent. This statement shall be certified by the statutory auditors of the
Company. The Audit Committee shall make appropriate recommendations to the Board to take up steps in this
matter.

We may utilize upto Rs. 30,000 lakhs from the Net Proceeds of the Issue for repayment of existing loans from
Churu Trading Company Private Limited (Promoter) and/or ZEEL one of our Group Companies, other than as
aforementioned no part of the Net Proceeds of the Issue will be paid by the Company as consideration to the
Promoters, the Directors, the Company’s key management personnel or companies promoted by the Promoters.

27
BASIS FOR ISSUE PRICE

Investors should also refer to the section “Risk Factors” on page ix and “Auditors Report” on page 112 to get a
more informed view before making the investment decision. The price per share has been provided for Re. 1 per
share face value.

The Issue Price will be determined by us, in consultation with the Lead Managers on the basis of the market
sentiments prevailing around the pricing date. The face value of the Equity Shares is Rs. [●] and the Issue Price
is [●] times of the face value.

Qualitative Factors

• First mover advantage on account of being the first DTH service provider in India with 60% market
share in the DTH market;
• Geographically spread customer base - Maharashtra, Gujarat and Karnataka contribute approx. 30% to
the subscriber base;
• Distribution and customer service network of 550 distributors and approx. 35,000 dealers (dealership
presence in 4,200 towns);
• Infrastructure capacity of 9 transponders on the NSS6 Satellite, where each transponder can host more
than 15 channels; and
• Technology partnerships with following software providers:
– Open TV for middle ware;
– CONAX for encryption and authentication;
– SCOPUS for compression systems;
– HARRIS for automation and broadcasting software.

Quantitative Factors

Information presented in this section is derived from our Company’s restated financial statements prepared in
accordance with Indian GAAP. Some of the quantitative factors, which form the basis for computing the price,
are as follows:

1. Earning Per Equity Share

EPS (Rs.)
Year Weight
Unconsolidated Consolidated
For year ended March 31, 2005 (3.34) (4.81) 1
For year ended March 31, 2006 (12.22) (13.27) 2
For year ended March 31, 2007 (5.67) (5.70) 3
Weighted Average (7.46) (8.07)

Note: The equity shares of our Company were split from a face value of Rs. 10 per equity share to Re. 1 per
equity share as per the resolution of our shareholders dated September 16, 2006. The Equity Share
capital of our Company was then reduced by way of cancelling three Equity Shares for every four Equity
Shares through a resolution of our shareholders of our Company dated September 16, 2006 under the
Scheme of Arrangement as approved by the High Court of Judicature at Delhi by its order dated
December 18, 2006 and High Court of Judicature at Bombay by its order dated January 12, 2007,
thereby cancelling 536,765,738 Equity Shares.

Explanation

a) The adjusted EPS has been computed on the basis of the adjusted profits and losses of the respective
years drawn after considering the impact of accounting policy changes and material adjustments, prior
period items pertaining to the earlier years and dividend on preference shares.
b) The denominator considered for the purpose of calculating adjusted EPS is the weighted average
number of Equity Shares outstanding during the year.

2. Price / Earning (P/E) ratio in relation to the Issue Price of Rs. [●]

Particulars Unconsolidated Consolidated

28
1. Based on Adjusted EPS NA NA
2. Based on Weighted average EPS NA NA
3. Industry P/E (NA)

Note: As our company has negative EPS for last 3 Financial Years, P/E ratio cannot be calculated for those
years. Also, currently there are no listed peers for our company in the Indian stock market.

3. RoNW

Year RONW % Weight


Unconsolidated Consolidated
For year ended March 31, 2005 (12.45)% (25.86)% 1
For year ended March 31, 2006 (83.72)% (108.86)% 2
For year ended March 31, 2007 NA* NA* 3
Weighted Average - -
* As the networth of our company was negative as on March 31, 2007, the RoNW ratio cannot be calculated for
the same year.

4. Net asset value per share after Issue and comparison with Issue Price:

Particulars NAV (Rs.)


Unconsolidated Consolidated
As at March 31, 2007 (1.02) (1.43)
After the Issue [●] [●]
Issue Price [●] [●]
Net asset value per equity share has been calculated as net worth, as restated, at the end of the year divided by
number of equity shares outstanding at the end of the year / period

5. Comparison with other listed companies

EPS (Rs) P/E Ratio RoNW (%) Book Value (Rs.)

Dish TV India Limited (As on March 31, 2007) (5.70) NA NA (1.43)


PEER GROUP
Currently there are no listed peers in the Indian - - - -
stock market for our company

Note: The equity shares of our Company were split from a face value of Rs. 10 per equity share to Re. 1 per
equity share as per the resolution of our shareholders dated September 16, 2006. The Equity Share
capital of our Company was then reduced by way of cancelling three Equity Shares for every four Equity
Shares through a resolution of our shareholders of our Company dated September 16, 2006 under the
Scheme of Arrangement as approved by the High Court of Judicature at Delhi by its order dated
December 18, 2006 and High Court of Judicature at Bombay by its order dated January 12, 2007,
thereby cancelling 53,67,65,738 Equity Shares.

The Issue Price of Rs. [●] per Equity Share has been determined by us, in consultation with the Lead Manager,
on the basis of assessment of market demand for the offered securities by way of rights issuance. For more
information, see “Risk Factors” on page ix and the financials of our Company including profitability and return
ratios, as set out in the auditors report on page 112, for a more informed view.

29
STATEMENT OF TAX BENEFITS

To,
The Board of Directors,
Dish TV India Ltd
FC - 19,
Sector 16 A, Film City,
Noida, 201 301
Uttar Pradesh.

Dear Sirs,

We hereby report that the attached Annexure states the possible tax benefits available to Dish TV India Limited
(‘the Company’) and to the shareholders of the Company under the Income tax Act, 1961, Wealth Tax Act,
1957 and the Gift Tax Act, 1958, presently in force in India, subject to the fact that several of these benefits are
dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant tax laws.
Hence the ability of the Company or its shareholders to derive the tax benefits is dependent upon fulfilling such
conditions, which based on the business imperatives, the Company may or may not choose to fulfill.

The benefits discussed in the Annexure are not exhaustive. This statement is only intended to provide general
information to the investors and is neither designed nor intended to be a substitute for the professional tax
advice. In view of the individual nature of the tax consequences and the changing tax laws, each investor is
advised to consult his or her own tax consultant with respect to the specific tax implications arising out of their
participation in the issue.

We do not express any opinion or provide any assurance as to whether:


 The Company or its shareholders will continue to obtain these benefits in future; or
 The conditions prescribed for availing of these benefits have been / would be met with.

The contents of this Annexure are based on the information, explanations and representations obtained from the
Company and on the basis of our understanding of the business activities and operations of the Company and
interpretations of the current tax laws.

Jeenendra Bhandari
Partner
M No. 105077
For and on behalf of
MGB & Co
Chartered Accountants
Place: Mumbai
April 25, 2008

30
ANNEXURE TO THE STATEMENT OF TAX BENEFITS

I. SPECIAL TAX BENEFITS

A. Special Tax Benefits Available to the Company

There are no special tax benefits available to the Company.

B. Special Tax Benefits Available to the Shareholders of the Company

There are no special tax benefits available to the shareholders of the Company.

II. GENERAL TAX BENEFITS

Under the Income Tax Act, 1961 (“the Act”)

The following tax benefits shall inter alia, be available to the Company and the prospective shareholders under
Direct Tax Laws.

A. General Benefits Available to the Company

1. Subject to compliance of certain conditions laid down in Section 32 of the Income Tax Act 1961,
(hereinafter referred to as Act) the Company will be entitled to a deduction for depreciation:-

a) In respect of tangible assets

b) In respect of intangible assets being in the nature of know how, patents, copyrights,
trademarks, licenses, franchises or any other business or commercial rights of similar nature
acquired after 31st day of March, 1998 at the rates prescribed under Income Tax Rules, 1962;

c) In respect of any new machinery or plant (other then ships and aircraft) which has been
acquired and installed after 31st March, 2005, a further sum of 20% of the actual cost of such
machinery or plant will be allowed as a deduction.

2. Subject to compliance of certain conditions laid down in Section 35 (1) (iv) of the Act, the Company is
entitled to claim as deduction the whole of capital expenditure, other than the expenditure incurred on
the acquisition of any land, incurred on scientific research related to the business of the Company.

As proposed by the Finance Bill 2008, the Company shall be eligible for a weighted deduction of 1.25
times of any sum paid to a company to be used by it for scientific purpose, subject to fulfillment of the
conditions provided in the proposed Section 35(1)(iia) of the Act.

3. As proposed by the Finance Bill 2008, under Section 35D of the Act, the Company is eligible for
deduction in respect of specified preliminary expenditure incurred by the Company in connection with
extension of its undertaking or in connection with setting up a new Industrial unit for an amount equal
to 1/5th of such expenses over 5 successive Assessment Years, subject to the conditions and limits
specified in the section.

4. Minimum Alternate Tax (MAT) is a minimum tax which a company needs to pay when it makes
profits credit allowable is the difference between MAT paid and the tax computed as per the normal
provisions of the Act and can be utilized in those years in which tax becomes payable under the normal
provisions of the Act. MAT credit can be utilised to the extent of difference between any tax payable
under the normal provisions and MAT payable for the relevant year. However, MAT credit cannot be
carried forward and set off beyond 7 years immediately succeeding the assessment year in which it
becomes allowable to be carried forward.

B. General Benefits Available to Company and Resident Members

1. Under section 10(34) of the Act, income earned by way of dividend from domestic company referred to
in section 115O of the Act is exempt from income-tax in the hands of the shareholders. However,

31
Section 94(7) of the Act provides that the losses arising on account of sale/transfer of shares purchased
up to three months prior to the record date and sold within three months after such date will be
disallowed to the extent of dividend on such shares are claimed as tax exempt by the shareholder.

2. Credit for Dividend Distribution Tax (‘DDT’) paid by a subsidiary company

The Finance Bill 2008 has proposed to amend Section 115-O of the Act to provide that, in order to
compute the DDT payable by a domestic holding company, the amount of dividend paid by it would be
reduced by the dividend received by it from its subsidiary company during the financial year, if:
• The subsidiary company has paid DDT on such dividend; and
• The domestic company is itself not a subsidiary of any company.
For this purpose, a company would be considered as a subsidiary if the domestic company holds more
than half its nominal equity capital.

3. Under section 10(38) of the Act, long term capital gain arising to the shareholder from transfer of a
long term capital asset being an equity share in the company or unit of an equity oriented Mutual fund
(i.e. capital asset held for the period of twelve months or more) entered into in a recognized stock
exchange in India after October 1, 2004 on which securities transaction tax has been paid is exempt.

However, from Financial Year 2006-2007, income by way of long-term capital gain of a company shall
be taken into account in computing the book profit and income-tax payable under section 115JB of the
Act.

4. In terms of Section 88E of the Act, the securities transaction tax paid by the shareholder in respect of
the taxable securities transactions entered into in the course of the business would be eligible for rebate
from the amount of income-tax on the income chargeable under the head ‘Profits and Gains under
Business or Profession’ arising from taxable securities transactions subject to certain limit specified in
the section. As such, no deduction will be allowed in computing the income chargeable to tax as
“capital gains” or under the head “Profits and gains of Business or Profession” for such amount paid on
account of STT.

The Finance Bill 2008 has proposed to introduce new Section 36(i)(xv) to allow for deduction of STT
paid, if the taxable securities transactions are taxable as ‘Business Income’ instead of the rebate
hitherto allowable under Section 88E.

5. Under section 48 of the Act, if the investments in shares are sold after being held for not less than
twelve months, the gains [in cases not covered under section 10(38) of the Act], if any, will be treated
as long-term capital gains and the gains shall be calculated by deducting from the gross consideration,
the indexed cost of acquisition.

6. Under section 54EC of the Act and subject to the conditions and to the extent specified therein, long
term capital gains [not covered under the section 10(38) of the Act] arising on the transfer of shares of
the Company will be exempt from capital gains tax if the capital gain are invested within a period of 6
months from the date of transfer in the bonds issued by –

 National Highways Authority of India constituted under Section 3 of National Highways


Authority of India Act, 1988; on or after the 1st day of April, 2006

 Rural Electrification Corporation Limited, a company formed and registered under the
Companies Act, 1956 on or after the 1st day of April, 2006

If only part of the capital gain is so reinvested, the exemption shall be proportionately reduced. The
amount so exempted shall be chargeable to tax subsequently, if the specified assets are transferred or
converted within three years from the date of their acquisition. However, as per 1st Proviso to Section
54EC(1), the investments made in the Long Term Specified Asset on or after April 1, 2007 by any
assessee during the financial year should not exceed 50 Lakhs rupees.

7. Under Section 54F of the Act and subject to the conditions and to the extent specified therein, long
term capital gains [in cases not covered under section 10(38) of the Act] arising to an individual or
Hindu Undivided Family (HUF) on transfer of shares of the Company will be exempt from capital

32
gains tax subject to other conditions, if the net sales consideration from such shares are used for
purchase of residential house property within a period of one year before or two year after the date on
which the transfer took place or for construction of residential house property within a period of three
years after the date of transfer.

8. Under section 111A of the Act, capital gains arising to a shareholder from transfer of short terms
capital assets, being an equity share in the company or unit of an equity oriented Mutual fund, entered
into in a recognized stock exchange in India on which securities transaction tax has been paid will be
subject to tax at the rate of 10% (plus applicable surcharge and educational cess on income-tax).

The Finance Bill 2008 has proposed to increase the tax rate on aforesaid Short Term Capital Gains
from 10% to 15% (plus applicable surcharge and education cess).

9. Under Section 112 of the Act and other relevant provisions of the Act, long term capital gains [not
covered under section 10(38) of the Act] arising on transfer of shares in the Company, if shares are
held for a period exceeding 12 months, shall be taxed at a rate of 20% (plus applicable surcharge and
educational cess on income-tax) after indexation as provided in the second proviso to Section 48 or at
10% (plus applicable surcharge and educational cess on income-tax) (without indexation), at the option
of the Shareholders.

10. Unabsorbed depreciation if any, for an Assessment Year (AY) can be carried forward & set off against
any source of income in subsequent AYs as per section 32 (2) subject to the provisions of sub-section
(2) of section 72 and sub-section (3) of section 73 of the Act. Business losses if any, for any AY can be
carried forward and set off against business profits for eight subsequent AYs.

11. Short-term capital loss on sale of shares can be set off against any capital gain income, long term or
short term, in the same assessment year. It should be noted that such loss can be set off only against
capital gain income and not against any other head of income. Balance short-term capital loss, if any,
can be carried forward up to eight assessments years. In the subsequent years also, it can be set off
against any capital-gain income.

C. General Benefits Available to Non Resident Indians/ Members other than FIIs and Foreign
Venture Capital Investors

1. By virtue of Section 10(34) of the Act, income earned by way of dividend income from another
domestic company referred to in section 115O of the Act, is exempt from tax in the hands of the
recipients.

2. Under Section 10(38) of the Act, long term capital gain arising to the shareholder from transfer of a
long term capital asset being an equity share in the company or unit of an equity oriented mutual fund
(i.e. capital asset held for the period of twelve months or more) entered into in a recognized stock
exchange in India and being such a transaction, which is chargeable to Securities Transaction Tax, shall
be exempt from tax.

However, from Financial Year 2006-2007, income by way of long-term capital gain of a company shall
be taken into account in computing the book profit and income-tax payable under section 115JB of the
Act.

3. Tax on income from investment and Long Term Capital Gains:

 A non-resident Indian (i.e. an individual being a citizen of India or person of Indian Origin)
has an option to be governed by the provisions of Chapter XIIA of the Act viz. “Special
Provisions Relating to certain Incomes of Non-Residents”.

 Under section 115E of the Act, capital gains arising to the non resident on transfer of shares
held for a period exceeding 12 months shall [in cases not covered under section 10(38) of the
Act] be concessionally taxed at a flat rate of 10% (plus applicable surcharge and educational
cess on Income-tax) without indexation benefit but with protection against foreign exchange
fluctuation under the first proviso to section 48 of the Act.

33
4. Capital gain on transfer of Foreign Exchange Assets, not to be charged in certain cases

 Under provisions of section 115F of the Act, long term capital gains [not covered under
section 10(38) of the Act] arising to a non-resident Indian from the transfer of shares of the
company subscribed to in convertible Foreign Exchange shall be exempt from income tax if
the net consideration is reinvested in specified assets within six months of the date of transfer.
If only part of the net consideration is so reinvested, the exemption shall be proportionately
reduced. The amount so exempted shall be chargeable to tax subsequently, if the specified
assets are transferred or converted within three years from the date of their acquisition.

5. Return of income not to be filed in certain cases

 Under provisions of section 115-G of the Act, it shall not be necessary for a non-resident
Indian to furnish his return of income if his only source of income is investment income or
long term capital gains or both arising out of assets acquired, purchased or subscribed in
convertible foreign exchange and tax deductible at source has been deducted therefrom

6. Other provisions

 Under section 115-I of the Act, a non resident Indian may elect not to be governed by the
provisions of Chapter XII-A for any assessment year by furnishing his return of income under
section 139 of the Act declaring therein that the provisions of the Chapter shall not apply to
him for that assessment year and if he does so the provisions of this Chapter shall not apply to
him, instead the other provisions of the Act shall apply.

 Under the first proviso to section 48 of the Act, in case of a non resident, in computing the
capital gains arising from transfer of shares of the company acquired in convertible foreign
exchange (as per exchange control regulations), protection is provided from fluctuations in the
value of rupee in terms of foreign currency in which the original investment was made. Cost
indexation benefits will not be available in such a case.

 Under section 54EC of the Act and subject to the conditions and to the extent specified
therein, long term capital gains [not covered under section 10(38) of the Act] arising on the
transfer of shares of the company will be exempt from capital gains tax if the capital gains are
invested within a period of 6 months from the date of transfer, in the bonds issued on or after
the 1st day of April, 2006 by –

o National Highways Authority of India constituted under Section 3 of National


Highways Authority of India Act, 1988;

o Rural Electrification Corporation Limited, a company formed and registered under the
Companies Act, 1956;

If only part of the capital gain is so reinvested, the exemption shall be proportionately
reduced. The amount so exempted shall be chargeable to tax subsequently, if the specified
assets are transferred or converted within three years from the date of their acquisition.
However, in terms of Union Budget 2007-08 investments in the specified assets by an
assessee during any Financial Year should not exceed 50 lakhs rupees.

 Under section 54F of the Act and subject to the conditions and to the extent specified therein,
long term capital gains [in cases not covered under section 10(38) of the Act] arising to an
individual or Hindu Undivided Family (HUF) on transfer of shares of the company will be
exempt from capital gains tax subject to other conditions, if the sale proceeds from such shares
are used for purchase of residential house property within a period of one year before or two
year after the date on which the transfer took place or for construction of residential house
property within a period of three years after the date of transfer.

 Under section 112 of the Act and other relevant provisions of the Act, long term capital gains
[not covered under section 10(38) of the Act] arising on transfer of shares in the company, if
shares are held for a period exceeding 12 months shall be taxed at a rate of 20% (plus

34
applicable surcharge) after indexation as provided in the second proviso to section 48.
However, indexation will not be available if the investment is made in foreign currency as per
the first proviso to section 48 stated above, or it can be taxed at 10% (plus applicable
surcharge and the education cess on income-tax) (without indexation), at the option of
assessee.

 Under Section 111A of the Act, capital gains arising to a shareholder from transfer of short
terms capital assets, being an equity share in the company or unit of an equity oriented Mutual
fund, entered into in a recognized stock exchange in India on which securities transaction tax
has been paid will be subject to tax at the rate of 10% (plus applicable surcharge and the
education cess on income-tax).

The Finance Bill 2008 has proposed to increase the tax rate on aforesaid Short Term Capital
Gains from 10% to 15% (plus applicable surcharge and education cess).

D. General Benefits Available to Foreign Institutional Investors (FIIs)

1. By virtue of section 10(34) of the Act, income earned by way of dividend income from another
domestic company referred to in section 115O of the Act, are exempt from tax in the hands of the
institutional investor.

2. Under Section 10(38) of the Act, long term capital gain arising to the shareholder from transfer of a
long term capital asset being an equity share in the company or unit of an equity oriented mutual fund
(i.e. capital asset held for the period of twelve months or more) entered into in a recognized stock
exchange in India and being such a transaction, which is chargeable to Securities Transaction Tax, shall
be exempt from tax.

However from Financial Year 2006-2007, that income by way of long-term capital gain of a company
shall be taken into account in computing the book profit and income-tax payable under section 115JB
of the Act.

3. The income realized by FIIs on sale of shares in the company by way of short term capital gains
referred to in Section 111A of the Act would be taxed at the rate of 10% (plus applicable surcharge and
education cess on income-tax) as per section 115AD of the Act.

The Finance Bill 2008 has proposed to increase the tax rate on aforesaid short term capital gains from
10% to 15% (plus applicable surcharge and education cess).

4. The income by way of short term capital gains (not referred to in section111A) or long term capital
gains [not covered under section 10(38) of the Act] realized by FIIs on sale of shares in the company
would be taxed at the following rates as per section 115AD of the Act.

Short term capital gains – 30% (plus applicable surcharge and education cess on income tax)

Long term capital gains – 10% (plus applicable surcharge and education cess on income-tax) without
cost indexation.

(Shares held in a company would be considered as a long term capital asset provided they are held for a
period exceeding 12 months).

5. Under section 54EC of the Act and subject to the conditions and to the extent specified therein,long
term capital gains [not covered under section 10(38) of the Act] arising on the transfer of shares of the
company will be exempt from capital gains tax if the capital gains are invested within a period of 6
months after the date of such transfer for a period of 3 years in the bonds issued on or after the 1st day
of April, 2006 by –

 National Highways Authority of India constituted under Section National Bank for
Agriculture and Rural Development established under 3 of National Highways Authority of
India Act, 1988;

35
 Rural Electrification Corporation Limited, a company formed and registered under the
Companies Act, 1956;

If only part of the capital gain is so reinvested, the exemption shall be proportionately reduced. The
amount so exempted shall be chargeable to tax subsequently, if the specified assets are transferred or
converted within three years from the date of their acquisition. However, in terms of Union Budget
2007-08 investments in the specified assets by an assessee during any Financial Year should not exceed
50 lakhs rupees.

6. In terms of Section 88E of the Act, the securities transaction tax paid by the shareholder in respect of
the taxable securities transactions entered into in the course of the business would be eligible for rebate
from the amount of income-tax on the income chargeable under the head ‘Profits and Gains under
Business or Profession’ arising from taxable securities transactions.

The Finance Bill 2008 has proposed to introduce new Section 36(i)(xv) to allow for deduction of STT
paid, if the taxable securities transactions are taxable as ‘Business Income’ instead of the rebate
hitherto allowable under Section 88E.

E. Benefits available to Mutual Funds

As per section 10(23D) of the Act, any income, including income from investment in the shares of the
company, of Mutual Funds registered under the Securities and Exchange Board of India Act, 1992 or
Regulations made thereunder, Mutual Funds set up by public sector banks or public financial
institutions and Mutual Funds authorised by the Reserve Bank of India will be exempt from income
tax, subject to such conditions as the Central Government may by notification in the Official Gazette,
specify in this behalf.

Under The Wealth Tax Act, 1957

Shares of the company held by the shareholder will not be treated as an asset within the meaning of section
2(ea) of Wealth-tax Act, 1957, hence Wealth-tax Act will not be applicable.

Under The Gift Tax Act, 1958

Gift tax is not leviable in respect of any gifts made on or after October 1, 1998. Therefore, any gift of shares will
not attract gift tax.

Notes

1. All the above benefits are as per the current tax law and will be available only to the sole/ first named
holder in case the shares are held by joint holders.

2. The above Statement of Possible Direct Tax Benefits sets out the provisions of law in a summary
manner only and is not a complete analysis or listing of all potential tax consequences of the purchase,
ownership and disposal of shares.

3. In respect of non-residents and foreign companies, the tax rates and consequent taxation mentioned
above will be further subject to any benefits available under the Tax Treaty, if any, between India and
the country in which the non-resident has fiscal domicile. As per the provisions of section 90(2) of the
Act, the provisions of the Act would prevail over the provisions of the Tax Treaty to the extent they are
more beneficial to the non-resident. In case the non resident has fiscal domicile in a country with which
no Tax Treaty exists, then due relief under Section 91 of the Act may, in given circumstances, be
available.

4. Our views expressed herein are based on the facts and assumptions indicated by the Company. No
assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our
views are based on the existing provisions of law and its interpretation, which are subject to change
from time to time. We do not assume responsibility to update the views consequent to such changes.
The views are exclusively for the use of the Company. We shall not be liable to the Company for any
claims, liabilities or expenses relating to this assignment except to the extent of fees relating to this

36
assignment, as finally judicially determined to have resulted primarily from bad faith or intentional
misconduct. We will not be liable to any other person in respect of this statement.

37
INDUSTRY OVERVIEW

We believe industry, market and government data used in this Draft Letter of Offer is reliable and that the data
used from the industry report is as current as practicable, and has not been independently verified.

This section has been prepared by taking the subject matter and the data points from “The Indian Entertainment
& Media Industry – Sustaining Growth, Report 2008” (FICCI – PWC report 2008) prepared
PricewaterhouseCoppers (PWC) and FICCI. With respect to this section that has been referenced from the
report, please note that: While due care has been taken to ensure accuracy of the information contained in the
report, no warranty, express or implied, is being made, or will be made, by FICCI and PWC. No part of this
report may be published or reproduced in any form without FICCI and PWC’s prior written approval. FICCI
and PWC are not liable for investment decisions which may be based on the views expressed in the report.

The Entertainment and Media (E&M) Industry

• In 2007, the E&M industry recorded a growth of 17% over the previous year. The industry reached an
estimated size of Rs. 513 billion in 2007, up from Rs. 438 billion in 2006. In the last four years 2004-
2007, the industry recorded a cumulative growth of 19% on an overall basis.
• Television industry was the other industry which recorded a growth higher than the overall growth of
the industry in 2007, having recorded a growth of 18% over the previous year and is estimated at Rs.
226 billion in 2007, up from Rs. 191 billion in 2006. In the last four years 2004-2007, the television
industry recorded the third-highest cumulative growth of 21% on an overall basis after online
advertising and radio.
• Foreign investments in the E&M sector reached a record high of USD 211 million, approximately Rs.
8.5 billion in 2007. This was seen as result of the extremely high number of investment deals
announced in 2006 and the years before. However, as compared to the overall receipts of foreign
investment in the country, these receipts were a mere 1.5% of the total receipts in 2007.

Rs. billion 2004 2005 2006 2007e CAGR 2004-07


Television 128.7 158.5 191.2 225.9
% Change 23% 21% 18% 19%
Filmed Entertainment 59.9 68.1 84.5 96
% Change 14% 24% 14% 14%
Print Media 97.8 109.5 128 149
% Change 12% 17% 16% 15%
Radio 2.4 3.2 5 6.2
% Change 33% 56% 24% 37%
Music 6.7 7 7.2 7.3
% Change 4% 3% 1% 3%
Animation, Gaming & VFX - - 10.5 13
% Change 24% -
Out-of-home advertising 8.5 9 10 12.5
% Change 6% 11% 25% 14%
Online advertising 0.6 1 1.6 2.7
% Change 67% 60% 69% 65%
Total E&M Industry 304.6 356.3 438 512.6
% Change 17% 23% 17% 19%
Source: FICCI – PWC report 2008

Key Trends in Media Consumption - 2007

• Growth in media audience as per the data released in IRS 2007, in the last four years, India’s
population has grown by 92 million individuals i.e. a growth of 12.5%. Of this, the media audience has
increased by 86 million individuals i.e. a growth of 18.4%. High growth in television- cable and
satellite subscribers is driving the growth in media audience as per the research carried out. This clearly
indicates positive implications for the current as well as potential players in the television distribution
industry.

38
• Rural is the new urban as per IRS 2007, the country is witnessing higher growth in literacy rates, better
growth in females working and moving towards smaller household sizes. Further, rapid urbanization is
concurrently escalating the working population along with growth in the extreme ends of the strata-
SEC A as well as Sec E.
• The cumulative effect of the above factors has put the DTH market on a high-growth trajectory.

Media Audience Reach Analysis

Media Audience - All India

600 555 70
63.8

500 469 60
453
389 50
400 40.1 38.8
Figs in mn

% Growth
315 305 40
300 255 252 24.8
242
30
182 168
200
25.0 26.0 121 131 20
97 105
100 18.3 59
16.5 10

0 0
Any M edia Any TV Any C&S Any Pub Any Daily Any Radio Any FM Internet
Radio
2003 R2 2007 R1 Growth %
Source: FICCI – PWC report 2008

Television Reach - All India

500 55.0 453 60


450
389 50
400
350 40
Figs in mn

300 255
250 206 30
198
200 182
30.9
20
150 24.0
100
10
50
0 0
Any TV C&S Non C&S
2003 2007 % Reach 2007
Source: FICCI – PWC report 2008

Recent Key Trends in Television Industry

• Digitalization of delivery platforms: Digitalization is setting in the Indian television distribution


network. 2007 witnessed an increasing penetration of DTH with average 3.5 million subscribers,
though the adoption of CAS was slower than expected. Clarity was brought in on IPTV regulations and
this is expected to pave way for both cable operators and telecom companies to foray into IPTV

39
without the need of any additional licenses. Public broadcaster Doordarshan launched its Mobile TV
pilot with handset major Nokia in early 2007. There have also been numerous initiatives by television
broadcasters in bringing various types of repurposed television content on the mobile handsets these
include Star TV’s launch of PLUS application, Essel Group’s DMCL (Digital Media Convergence Ltd)
collaboration with BSNL to launch a Mobile TV application ISEE and others.
• Launch of new TV channels: The year 2007, as in the previous 3 years, saw several new channels
launched. However, what was unique in 2007 was the launch of two new ‘General Entertainment
channels’ (GEC) – INX Group’s 9X and NDTV Group’s NDTV Imagine in a space has been
dominated by three incumbent channels Star Plus, Zee TV and Sony for several years. Both these
channels were launched by ex-executives of Star Plus and their respective teams
• Implementation of CAS in select areas: On January 1, 2007, mandatory Conditional Access System
(CAS) was introduced in India, starting with select regions in the top 3 metros of India- Delhi, Mumbai
and Kolkata. Chennai was the only other metro city where CAS was previously present. As this was a
new development for India, the implementation of this limited CAS came along with several
safeguards by the Government so as to protect the interests of the Indian consumers. As of December
31, 2007, there were only 503,233 Set-Top-Boxes (STBs) installed in these three CAS areas.
• Increased investments in the sector: As in the previous year, the television segment saw the maximum
number of investments and alliances both from financial standpoint as well as from the strategic point.
Some of the strategic alliances in 2007 include NBC Universal picking up a 25% stake in NDTV,
Viacom and Network18 joint-venture for launching television channels and foraying into film
production and Turner forming a joint venture with Miditech to launch television channels.
• Television content on the mobile handsets: Star Mobile Entertainment, a division of Star India,
announced the launch of its mobile application PLUS on Sony Ericssion handsets; Essel Group’s
DMCL (Digital Media Convergente Ltd) in collaboration with BSNL launched a mobile TV
application ISEE; NDTV launched its online and mobile portal from its division NDTV Convergence
titled Mobile.NDTV.com which enables mobile users to view NDTV content on their mobile handsets.

Television Distribution Trends

TV Households

140 128 130 132


119 123
112 115
120 109 115
102 100
100 90
111
80 103
75
80 68 70
Million

91
61 85
79
60 50 74
70
62
40 50
20 25
12 15
20 8
0.1 1 2 3.5
0
2004 2005 2006F 2007F 2008F 2009F 2010F 2011F 2012F

TV Households Pay TV Households Cable Households DTH Households


Source: FICCI – PWC report 2008

Performance of Indian Television Industry in 2007

• Indian Television Industry has grown at a healthy rate of 21% over the last four years, having grown by
13% in 2007 over the previous year. The Indian Television Industry stands at Rs. 226 billion in 2007
having grown from Rs. 191 billion in 2006.

40
• Television distribution industry in 2007 contributed 60% of the television industry’s revenues; its share
in the television industry having increased by two percentage points in the last four years from 58% in
2004. The television distribution industry has also achieved the highest growth rate of 22% in the last
four years as compared with the other segments in the television. In 2007, it stands at an estimated Rs.
136 billion up from Rs. 117 billion in 2006.
• Television content segment has maintained a steady and healthy growth rate of 18% over the last four
years and achieved a similar growth rate from the previous year. It’s share in the television industry too
has not changed materially and stands at 4% in 2007. In 2007, it stands at an estimated Rs. 9.4 billion
up from Rs. 8 billion in 2006.
• Share of the television distribution industry has been the highest at 22% in the overall growth rate of
21% achieved by the television industry in the last four years. The growth in the television industry has
been contributed by 14% increase in the subscription (pay) TV homes and 7% growth in the
subscription spending by these homes.
• Television content industry has contributed 18% of the growth in the overall growth rate of 21%
achieved by the television industry in the last four years, though its share is limited to 4%. Growth
achieved by the television content industry is on account of significant increases in the number of
television channels in India. In addition, this growth has necessitated the need for differentiation and
hence higher emphasis is being placed on the quality of television content being produced.

Indian Television Industry

Rs. billion 2004 2005 2006 2007e CAGR 2004-07


Television Distribution 75.0 97.0 117.0 136.5
% Change 29% 21% 17% 22%
Television Advertising 48.0 54.5 66.2 80.0
% Change 14% 21% 21% 19%
Television content 5.7 7.0 8.0 9.4
% Change 23% 14% 18% 18%
Total 128.7 158.5 191.2 226.0
% Change 23% 21% 18% 21%
Source: FICCI – PWC report 2008

Million 2004 2005 2006 2007e CAGR 2004-07


TV households 102.0 109.0 112.0 115.0
% Change 7% 3% 3% 4%
Pay TV households 50.0 62.0 70.0 74.0
% Change 24% 13% 5% 14%
Cable TV households 50.0 61.0 68.0 70.0
% Change 22% 11% 3% 12%
DTH households 0.1 1.0 2.0 3.5
% Change 900% 100% 75% 227%
Source: FICCI – PWC report 2008

Penetration (%) 2004 2005 2006 2007e CAGR 2004-07


TV households 57.0 59.0 59.0 59.0
% Change 4% 0% 0% 1%
Pay TV households 49.0 57.0 63.0 64.0
% Change 16% 10% 2% 9%
Cable TV households 49.0 56.0 61.0 61.0
% Change 14% 8% 0% 7%
DTH households 0.0 1.0 2.0 3.0
% Change 836% 95% 70% 214%
Source: FICCI – PWC report 2008

41
Outlook for the Television Industry

The Indian television industry is projected to grow by 22% over the next five years, projected to reach an
estimated Rs. 600 billion in 2012 from the present estimate of Rs. 226 billion in 2007.

Television distribution industry is expected to reach Rs. 380 billion in 2012 from the current estimated size of
Rs. 136 billion in 2007, which translates into a growth of 23% on cumulative basis over the next five years. The
growth in the television distribution industry is expected to be contributed by both subscription spending by Pay
TV subscribers as well as growth in the Pay TV homes, though the former is likely to have an edge.

The growth in the television distribution industry is expected to be contributed by both subscription spending by
pay TV subscribers as well as growth in the pay TV homes. The pay TV homes are projected to increase from
74 million in 2007 to 115 million in 2012. Currently, cable TV homes command a penetration of 95% of the pay
TV homes in 2007. This is projected to come down to 78% by 2012, largely in favour of the emerging DTH
homes. Cable homes are thus projected to increase from 70 million in 2007 to 90 million by 2012 taking their
penetration up from 61% of the television homes in 2007 to 68% in 2012. This growth is projected to be largely
from semi-urban and rural areas. DTH homes are projected to increase from 4 million in 2007 to 25 million by
2012 thus increasing their penetration from a low 3% of the television homes in 2007 to 19% in 2012.
Television homes are projected to increase from 115 million in 2007 to 132 million by 2012 at a growth rate of
3% over the next five years.

The key drivers for the DTH business are expected to be as follows:
• CAS implementation & digitalization in 55 cities
• Increased spends by competition in educating subscribers
• Adult content
• Content superiority & expansion
• Brand Strategy
• Service Excellence
• Distribution reach
• Continuing growth of high end televisions
• Robust 8 - 9% growth of the Indian economy
• Launch of new technology like VGA Box, DVR etc.

CAGR
Rs. billion 2004 2005 2006 2007e 2008f 2009f 2010f 2011f 2012f 08-12
Television
Distribution 75.0 97.0 117.0 136.5 167.0 204.0 253.0 310.0 380.0
% Change 29% 21% 17% 22% 22% 24% 23% 23% 23%
Television
Advertising 48.0 54.5 66.2 80.0 100.0 120.0 150.0 175.0 200.0
% Change 14% 21% 21% 25% 20% 25% 17% 14% 20%
Television content 5.7 7.0 8.0 9.4 11.0 12.8 16.0 18.0 20.0
% Change 23% 14% 18% 17% 16% 25% 13% 11% 16%
Total 128.7 158.5 191.2 225.9 278.0 336.8 419.0 503.0 600.0
% Change 23% 21% 18% 23% 21% 24% 20% 19% 22%
Source: FICCI – PWC report 2008

CAGR
2008-
Million 2004 2005 2006 2007e 2008f 2009f 2010f 2011f 2012f 12
Television Distribution 102.0 109.0 112.0 115.0 119.0 123.0 128.0 130.0 132.0
% Change 7% 3% 3% 3% 3% 4% 2% 2% 3%
Television Advertising 50.0 62.0 70.0 74.0 79.0 85.0 91.0 103.0 115.0
% Change 24% 13% 5% 7% 8% 7% 13% 12% 9%
Television content 50.0 61.0 68.0 70.0 71.0 73.0 76.0 83.0 90.0

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% Change 22% 11% 3% 1% 3% 4% 9% 8% 5%
DTH households 0.1 1.0 2.0 3.5 8.0 12.0 15.0 20.0 25.0
% Change 900% 100% 75% 129% 50% 25% 33% 25% 48%
Source: FICCI – PWC report 2008

CAGR
2008-
Penetration (%) 2004 2005 2006 2007e 2008f 2009f 2010f 2011f 2012f 12
Television Distribution 57.0 59.0 59.0 59.0 60.0 60.0 61.0 61.0 62.0
% Change 4% 0% 0% 1% 1% 2% 1% 1% 1%
Television Advertising 49.0 57.0 63.0 64.0 66.0 69.0 71.0 79.0 87.0
% Change 16% 10% 2% 4% 4% 3% 11% 10% 6%
Television content 49.0 56.0 61.0 61.0 60.0 59.0 59.0 64.0 68.0
% Change 14% 8% 0% -2% -1% 0% 8% 7% 2%
DTH households 0.0 1.0 2.0 3.0 7.0 10.0 12.0 15.0 19.0
% Change 836% 95% 70% 121% 45% 20% 31% 23% 44%
Source: FICCI – PWC report 2008

DOAI (DTH Operators Association of India)

On April 16, 2008, the DTH operators who have been granted the License from Ministry viz. Dish TV, TATA
Sky, Sun Direct, Reliance BIG TV and Bharti have announced the formation of DOAI.

The DOAI shall work towards the growth of the DTH sector and shall be taking up various issues relating to the
DTH with the TRAI and various government authorities. The DOAI has indicated that at present the issues
which need to be discussed and represented to the Government inter alia include the rationalization of steep and
multiple taxes which at present are to the tune of around 56% on the DTH platforms, the reduction /
rationalization in the DTH license fee, issue relating to levy of entertainment tax on DTH and the content
pricing.

43
OUR BUSINESS

We are one of the group companies of the Essel group. The Essel Group has diverse national and global
business interests, encompassing Packaging – Laminated tubes (Essel Propack Limited (EPL) & Engoron),
Media - Television/ Electronic media (ZEEL, Zee News, WWIL and Dish TV), Online Lotteries (Playwin),
Outdoor Family entertainment & multiplexes (Pan India Paryatan and E City Entertainment), Newspaper
publishing (DNA), Real estate business and Indian Cricket League (in partnership with IL&FS). The Essel
Group is headed by Mr. Subhash Chandra.

We are the pioneers of the DTH business in India, where our core business is distribution of multiple television
channels and allied video/ audio services to subscribers on a monthly subscription basis. This transmission is
enabled through satellite equipment installed at the end consumer premises wherein a subscriber can directly
receive the programming from our satellite, through a mini dish which is then de-coded by a digital receiver
called set-top-box or STB. This process does not require any intermediary or cable operator.

Our business commenced operations in October 2003 (pursuant to a DTH license issued by the Ministry of
Information & Broadcasting, Government of India in 2003) with 47 channels. Currently, we offer over 180
digital channels (including approx 20 voice channels) to approx. 3 million subscribers, across India. We are
listed on the NSE, BSE and CSE.

We offer service to the market under the name “DISH TV”.

Company History

Zee Entertainment Enterprises Limited (ZEEL) (formerly known as Zee Telefilms Limited) is the flagship
company of the Essel group and is one of India’s largest vertically integrated media and entertainment
companies. With a view to consolidate the related competencies of all the group companies into a single entity,
the management of the Group de-merged the DCS business undertaking of ZEEL and Siti Cable Network
Limited (“Siti Cable”) into the company Dish TV India Limited (erstwhile ASC Enterprises Limited) pursuant
to a Scheme of Arrangement under sections 391 and 394 and other relevant provisions of the Companies Act
1956. As per the scheme, our company took over the DCS business of ZEEL and Siti Cable. For further details
refer to section titled “History of the Company and Other Corporate Matters” on page 53 of this Draft Letter of
Offer.

Business Overview

We were the first entrant in the DTH category in India. We bring to our subscribers digital quality television
viewing and carry over 180 National and International channels for our viewers including 20 voice channels.

We also provide various Value added services like Electronic Program Guide (EPG), Parental Lock, Sports
Active, News Active, Games, Near Video on Demand (NVOD)

Our subscriber base in March 2006 was 0.89 million, which reached 1.97 million in March 2007 and currently it
stands at approx. 3.2 million. Also, our revenues have increased from Rs. 5303.15 Lacs in FY 2006 to Rs.
20156.98 Lacs in FY 2007. Our revenues stand at Rs. 28842.85 Lacs as of December 2007.

Current Subscription Packages

 Dish Maxi
Under this package, the subscriber gets 150 channels for Rs 350 per month in southern states and Rs
300 per month in the rest of India. This package includes most of the available English and Hindi
entertainment channels with cinema, news, sports, business, kids entertainment, etc.

 Dish Welcome
Under this package, the subscriber gets 120 channels for Rs 300 per month in southern states and Rs
262 per month in the rest of India. The package offers family entertainment in Hindi along with news,
cinema, sports and kids programming.

 Dish Freedom Plus

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Under this package, the subscriber gets 96 channels for Rs 200 per month in southern states and Rs 160
per month in the rest of India. The package includes – Sports channels, (Zee Sports, ESPN, Star
Sports), movie channels (Premiere, Action, Classic), regional channels and Doordarshan/ Free to Air
(including news) channels.

 Dish Freedom Offer


Under this package, the subscriber gets 90 channels for Rs 150 per month in southern states and Rs 100
per month in the rest of India. The package includes regional content along with DD/ FTA and
selected news channels.

 Multi Room Pricing


Incentives are offered for additional connections in the same household. Multi Room Pricing is valid
for the maxi packages only, for which we charge Rs 150 per month for South and Rs 125 per month for
rest of India. This scheme is currently offered in 85 cities only.

 Package Customisability
DishTV offers customisability of packages as per the language preferred by the subscriber. For any of
the 4 packages opted, the subscriber has a choice to select one from 8 different language zones – Hindi/
Punjabi, Marathi, Gujarati, Oriya, Bangla, Tamil/ Malyalam, Kannada, Telugu. On selection of a
language zone, the subscriber gets regional programming in his respective language, whilst avoiding all
other redundant language channels on his TV. This feature is targeted to dislocated audiences that
reside in states other than their own home language state, since DishTV can provide them their
preferred channels irrespective of they reside; the feature is not provided by the cable operator
typically.

New Initiatives and Services

In view of the needs of an urban Indian household, the Dish TV platform offers a basket of services, in addition
to satellite channels. We have entered into an agreement with Open TV, USA, provider of interactive solutions
to DTH platforms. We provide services like, EPG, NVOD, News Active, Sports Active and Gaming.

Dish TV was the one of the first to launch NVOD service under the name ‘Movie on Demand’, which today
offers movies from both Bollywood and Hollywood, apart from language dubs of English titles. The Sports
Active service provides features like multi-camera viewing, multi-language commentary, highlights on demand
and player statistics. The news active service offers eight different genres of news on the same screen for the
viewer to select from. There are also mosaic active services to enable faster channel selection in five genres –
music, cinema, movies, khel and kids channels.

Infrastructure facilities
A content aggregation, playout & up-linking facility and an integrated subscriber management system are some
of the key facilities that exist at our earth-station based in Noida, in operation since October 2003. We have 9
Ku band transponders on the New Skies Satellite (NSS) which provide a footprint across the country. We have
agreement with Protostar satellite enabling us to access upto 12 additional transponders. Software systems have
been developed for subscriber and field management supporting functions of sales promotion, performance
monitoring, consumer and trade interface and service billing/collection features.

Our technical facility comprises of Teleports with Multiple Antennas, Uplinking Equipments with High Power
amplifiers, Station control and automation system, Play out facility, Off Air Monitoring facility with Silence
Audio detect system, DTH channel monitor, Encryption system for DTH services, Network Management, SMS
and Call Center and Facility for hosting all playout and uplink equipment.
Customer care
We have approx. 100 Dish Care Centers (DCCs) and service franchisees, who provides installation and after
sale-service. The Dish Care Centers to serve as one point resolution centers for installation, servicing of
equipments, collection centre, duplicate bill generation, response and request management etc. The DCCs are
managed by a team of service engineers.

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We currently have a 500 seat call centre, operating 24*7, answering calls from across all over the country,
related to content provisioning, prospective customers & dealers, complaints & suggestions, service packages
etc. IVR and call monitoring facilities are operational in 9 different languages. These services are provided by
our wholly owned subsidiary, Integrated Subscribers Management Services Limited (ISMSL).

Sales & Distribution

We have trade network through distributors and dealers. The distributors work as a stock point from where
dealer takes the equipment and sells to the end consumer. 550 distributors and approx. 35,000 dealers present in
4200 towns across India. The trade network is managed by a sales team of 170 through 7 zonal and 13 regional
offices.

Distributors and dealers are selected considering key areas viz. dealer/ distributor location, investment
capabilities, technological competence, industry background etc.

The Company is in the process of rolling out dish shoppees which provide the demo product experience to
prospective users and also serve as collection and service points for existing subscribers.

Under the current structure being followed by the company the DCC installs and services in the top 85 markets
whereas dealers are authorized to act as authorized installers in the rest of the markets, depending on their
respective competencies. Service support for box repairs on-location is provided by DCC and even few of the
dealers to address the consumer complaints, if any.

The process of subscription renewal, happens mostly through dealers and distributors though many subscribers
choose to pay directly to the company via credit card, cheque and so on.

Strategy

In 2007, the E&M industry recorded a growth of 17% over the previous year. The industry reached an estimated
size of Rs. 513 billion in 2007, up from Rs. 438 billion in 2006. In the last four years 2004-2007, the industry
recorded a cumulative growth of 19% on an overall basis (Source: FICCI - PWC report 2008). Television and
entertainment media are reportedly on a high growth trajectory, as is the consumers’ capacity & propensity to
spend on lifestyle products. Dish TV is expected to be one of the leading player in the digital services space,
Leveraging strengths built for marketing and brand building, distribution, service quality, consumer friendly
packaging and pricing and by providing a wide choice of content to the customers. The Revenue stream is
expected to be strengthened through a mix of value added services, customized packages and growth in the
number of subscribers. The Company is also looking to enhance the corporate and MDU sales network to cater
to large customers for bulk deals and for builders and /or Apartments and Resident Welfare Associations.

Competitive Advantage

We believe, following are the strengths that will differentiate us from the competitors:

• Wide subscriber base: The Company has created a Zonal structure comprising of 7 zones to create a
wide spread distribution capability across India. Our emphasis is to build capability in the team to
develop subscriber relationship management and CRM calendars which will help in timely collection
and to upgrade offers. We have a geographically diverse subscriber base. Maharashtra, Gujarat and
Karnataka contribute approx. 30% to the subscriber base.

• Distribution & customer service network: We have a network of 550 distributors and approx. 35,000
dealers (dealership presence in 4,200 towns). We have systems for collections and customer service
with over 12,500 service personnel and 100 Dish Care Centers, offering customer care in 9 different
languages.

• Infrastructure: We have 9 transponders and each transponder can host about 15 channels and more.
We have partnered with following software providers:
o Open TV for middle ware
o CONAX for encryption and authentication
o SCOPUS for compression systems
o HARRIS for automation and broadcasting software

46
• First Mover Advantage: On account of being the first DTH service provider in India, with a large
footprint of trade and subscribers in both urban and rural markets the company has secured relatively
larger scale and market share.

• Promoter backing: Our company is promoted by Essel - Zee group., a experienced player in Media and
Entertainment Industry with requisite industry domain knowledge and wide spread awareness of the
brand i.e. Zee.

• Multi-tiered / Regional packages: The content is offered at various price points to customers based on
the viewer preference and capacity to pay. This helps us in driving numbers from different consumer
segments – both demographically as well as geographically.

• Cost conscious: The entire set-up is under continuous monitoring to derive economies of scale from
content providers and equipment suppliers.

• Transponder capacity: We are using nine transponders as on date on the NSS-6 Satellite comprising
four transponders of 54 Mhz. and 5 transponders of 36mgz. Distributed in horizontal and vertical
polarizations.

Head-end In the Sky (HITS)

Company holds the permission from the MIB for the implementation of the HITS platform. HITS will enable
the company to roll out the digital cable on a pan India basis by providing the LCO with the digital signals.
HITS has a distinct advantage over the local digitalization implementation where HITS enables the LCO to roll
out digital services in the cable network without the need of having a local digital HE, Separate SMS and CAs
arrangement thus enabling the services at a very marginal cost in his Headend. We plan to market the product
across India, mainly focusing on large housing projects, townships, hotels etc. HITS can also be implemented to
service smaller towns/villages, which will increase our scope. We would also be able to provide the services to
the smaller LCOs and replace their redundant analog head-end with a HITS installation.

Other Business Activities

Other business activities of our Company are as follows:

• Teleport Services: The Company is also in the business of providing teleport services (uplinking and
space segments) to the broadcasters of various channels. Presently channels are being uplinked from
the Teleport in C-Band and Ku-Band. The Company has acquired Transponders on lease on various
satellites which include ASIASAT 3 S, INTELSAT 904, INSAT 4 A, PAS 10 AND INSAT 2 E and
has the relevant permission from the Department of Space and Wireless and planning Commission for
usage of the above said transponders on the satellites. The license is issued by the Ministry of
Information & Broadcasting.

Our Business Drivers

We believe that following are the key growth drivers for the business:

• MDUs: Multi Dwelling Unit (MDU) is method of wholesale and mass selling of product to the
residents of a particular high rise building or a complex. MDU is win-win situation for both the
Company and the subscriber as it curtails flab on both the sides and makes the entire process seamless.
In most of the metro cities huge opportunities exist in high rise buildings/complexes for installation of
multi-dwelling Units (MDU). We have already taken initiatives in Mumbai, Delhi, Kolkata, Pune,
Ahmedabad and Bangalore and would like to extend the same to other cities .

• Urbanization: In the recent years there is rapid rise in urbanization. In urban areas people prefer better
quality of product and world class services due to higher net disposable income. DishTV provides the
quality viewing and host of values added services to the system. Increasing urbanization is expected to
expand the potential market for DishTV.

47
Chain Stores: Chain Stores are mushrooming pan India. Organized retail market is expected to grow at
a fast pace with help of institutional investments. Some of the big names are Reliance, Essar, RPG,
Rahejas, Birlas, Pentaloons etc. We have entered into arrangements with some of these big chain stores
like Next, Mobile Shop, Vijay Sales, Big bazaar, Spencer etc. to market our product.

• Corporate business: Big corporates with large number of employees are one of the key potential
growth drivers for our future business. We have initiated the activity to tap this potential area in the
coming days. Some of the corporates are using our product to gift to their employees and thus act as a
ready made platform for wholesaling our product to their employees.

• CAS extension: Government is in process of introducing CAS in 55 big cities in the next one or two
year. This may result in the increased demand for DTH services if the customer finds the DTH better
than CAS on various evaluation parameters.

Value Added Services

• Sports Active: Subscribers can pick from multiple camera angles, choose to hear commentary in
different languages, get player statistics & match highlights on demand.

• News Active: DishTV's Active feature on Zee News gives subscribers an option to choose from from 8
different genres, including Live News, Top Stories, Weather, Sports, Crime, Special, Entertainment
and Business, on demand.

• Mosaic Active: Subscribers can choose the channel through a mosaic screen showcasing all channels
of a single genre. DishTV offers 5 such active services - Cinema Active, Movie Active, Khel Active,
Music Active & Kids Active.

• Gaming: DishTV’s 24 x 7 gaming channel Playjam offers 8 games of board, arcade, puzzle & strategy.
2 new games are added every month.

• Movie on Demand: Subscribers can watch Hollywood and Bollywood blockbusters at time convenient
to them. Orders can be placed through call, sms or web and are authorized within minutes.
Subsequently, the subscriber can enjoy the 'demanded' movie for the next 24 hours.

• Electronic Program Guide (EPG): DishTV's EPG is a display of the program schedule of all
channels. It is loaded with features like programme alert, parental lock, channel sorting, creating lists
of favorites, etc.

• Multi Audio Feed: DishTV offers a feature where subscribers can choose from multiple languages on
selected channels.

Risk management and Internal control system

Our risk management approach comprises three key elements, which are as follows:

• Risk identification: External and internal risk events, that must be managed are identified in the
context of each business’ strategy and specific business objectives. These risk events are assessed by
senior managers of the business on defined criteria and prioritized for development of risk mitigation
plans. Broadly risks are classified into Strategic, Operations, Financial and Knowledge risks, which are
further drilled down to market structure, process, systems, legal, governance and people culture.

• Risk mitigation: This step comprises developing of a mitigation plan for the risks identified and to be
treated on priority.

• Risk monitoring and assurance: Key risks are managed through a structure that cascades across the
corporate and business. At the corporate level, senior management is responsible for the risk
management process and reviewing the implementation and effectiveness of mitigation plans.

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Apart from business risks, the Company is exposed to risks on account of interest rate, foreign exchange,
commodity pricing and regulatory changes, the details of which are as follows;

• Foreign Exchange Risk: We import a substantial part of CPE and are therefore vulnerable to the
fluctuation in forex market. Some of our exposures are hedged to mitigate the risk arising out of wild
fluctuation in Forex market.

• Interest Rate Risk: We are also exposed to change in the interest rate structure and will impact our
Profit & Loss account if rates fluctuate.

Insurance

The Company maintains insurance coverage with leading Indian insurers, such as The National Insurance
Company Limited and Bajaj Allianze Insurance Company Limited, for each of the Company’s operations. The
insurance coverage generally includes coverage for fire and allied perils, third party liability etc.

Competition

The Company’s business plan faces a direct competition from Analouge Cable Operators, Digital Cable, IPTV
and other DTH operators like TATA Sky, Sun TV and more to come.

Employees

The Company employs a number of qualified and skilled employees. The Company’s senior management,
including the heads of each department, is professionally qualified. The Company’s staff includes engineers,
marketing specialists, costing consultants, procurement officers and accountants.

The Company’s work force presently consists of a growing number of employees, in addition to outsourced
staff. As at March 31, 2008, the Company had 1050 employees including the call centre staff of 500.

Employee Compensation

The Company’s employee compensation and benefits include salaries and health insurance. The Company’s
pension contributions in respect of the Company’s employees are limited to those contributions required to be
made by the Company under Indian law to state-run compulsory pension programs.

Labour Relations

The Company’s employees are not unionized and the Company has not experienced any work stoppages or
significant labour disruptions during the Company’s operational history.

Properties

The Company does not own any property and all the premises used by the Company for its operational activities
are leased from various parties.

49
REGULATIONS AND POLICIES

The following is a brief overview of the salient laws and regulations which are relevant to our business.

CENTRAL LAWS

The Telecom Regulatory Authority of India Act, 1997

The Telecom Regulatory Authority of India Act, 1997 (“TRAI Act”) came into force with retrospective effect
from January 25, 1997 to provide for the establishment of the Telecom Regulatory Authority of India
(“TRAI”)and the Telecom Disputes Settlement and Appellate Tribunal for regulating telecommunication
services, adjudication of disputes, disposal of appeals, to protect the interest of service providers and consumers
of the telecom sector and to promote and ensure orderly growth of the telecom sector and matters connected
therewith or incidental thereto. TRAI Act among other things provides for adjudication of disputes between
licensor and licensees or between two or more service providers or between the service provider and a group of
consumers.

The TRAI Act entrusts various powers on the TRAI to discharge functions relating to terms and conditions
relating to licenses granted to service providers, ensuring technical compatibility and effective inter-connection
between different service providers, regulating arrangement amongst service providers for sharing their revenue
derived from telecommunication services, levying fees and other charges at rates and in respect of services
provided. The TRAI Act also mandates the TRAI to undertake administrative and financial functions as may be
entrusted to it by the Central Government.

In order to streamline and regulate broadcasting and cable sector, TRAI has framed various regulations and has
issued various notifications, tariff orders and directions from time to time.

Under the Telecommunication (Broadcasting and Cable Services) Interconnection (Fourth Amendment)
Regulation, 2007 dated September 3, 2007 issued by TRAI, each broadcaster/distributor is required to give the
reference interconnect offer of its channels for the DTH platforms. In terms of the said regulations, a
broadcaster/distributor is also required to offer the bouquets as well as the ala carte rate of all the channels
being provided to the DTH service provider. The DTH operator is free to form the bouquets as deemed suitable
as per its business requirements and place the channels in these bouquets as per its own choice. Further,
pursuant to a subsequent press release issued by TRAI, the broadcaster/distributor is also required to offer the
same bouquet being offered in non-CAS areas in cable distribution and the rates of the channels of the
broadcaster for the DTH platform shall not be more than 50% of the non-CAS rates of the channels.

Copyright Act, 1957

The Copyright Act, 1957 (“Copyright Act”) governs copyright protection in India. Under the Copyright Act,
copyright may subsist in original literary, dramatic, musical or artistic works, cinematograph films, and sound
recordings. Following the issuance of the International Copyright Order, 1999, subject to certain exceptions, the
provisions of the Copyright Act apply to nationals of all member states of the World Trade Organization.

While copyright registration is not a prerequisite for acquiring or enforcing a copyright in an otherwise
copyrightable work, registration constitutes prima facie evidence of the particulars entered therein and creates a
rebuttable presumption favoring the ownership of the copyright by the registered owner. Copyright registration
may expedite infringement proceedings and reduce delay caused due to evidentiary considerations. Once
registered, copyright protection of a work lasts for a period of 60 years following the death of the author.

The Copyright Act grants every broadcasting organisation, a special right known as the broadcast reproduction
right which subsists until 25 years from the beginning of the calendar year next following the year in which such
broadcasting was made. Any re-broadcasting, recording reproduction or making the broadcast available to the
public without a license from the holder of the broadcast reproduction right would be deemed to be an
infringement of the broadcast reproduction right. Infringing of copyright under the Copyright Act would entail
imprisonment.

The remedies available in the event of infringement of copyright under the Copyright Act include civil
proceedings for damages, account of profits, injunction and the delivery of the infringing copies to the copyright
owner.

50
The Copyright Act also provides for criminal remedies including imprisonment of the accused and the
imposition of fines and seizures of infringing copies. Other remedies are administrative or quasi judicial
remedies which are prosecuted before the Registrar of Copyright to ban the import of infringing copies into
India and the confiscation of infringing copies.

Trademarks

The Trade Marks Act, 1999 (the “Trademark Act”) governs the statutory protection of trademarks in India. In
India, trademarks enjoy protection under both statutory and common law.

Indian trademarks law permits the registration of trademarks for goods and services. Certification trademarks
and collective marks are also registrable under the Trade Mark Act.

An application for trademark registration may be made by any person claiming to be the proprietor of a
trademark and can be made on the basis of either current use or intention to use a trademark in the future. The
registration of certain types of trade marks are absolutely prohibited, including trademarks that are not
distinctive and which indicate the kind or quality of the goods.

Applications for a trademark registration may be made for in one or more international classes. Once granted,
trademark registration is valid for ten years unless cancelled. If not renewed after ten years, the mark lapses and
the registration for such mark has to be obtained afresh.

While both registered and unregistered trademarks are protected under Indian law, the registration of trademarks
offers significant advantages to the registered owner, particularly with respect to proving infringement.
Registered trademarks may be protected by means of an action for infringement, whereas unregistered
trademarks may only be protected by means of the common law remedy of passing off. In case of the latter, the
plaintiff must, prior to proving passing off, first prove that he is the owner of the trademark concerned. In
contrast, the owner of a registered trademark is prima facie regarded as the owner of the mark by virtue of the
registration obtained.

The Indian Wireless Telegraphy Act, 1933

The Indian Wireless Telegraphy Act, 1933 (“Wireless Act”) governs all forms of “wireless communication”,
i.e.; transmission and reception without the use of wires or other continuous electrical conductors between the
transmitting and the receiving apparatus. It stipulates that no person shall possess wireless telegraphy apparatus
without obtaining a license in respect thereof. Applications under the Wireless Act are made to the Wireless
Planning & Coordination Wing (“WPC”), a wing of the Ministry of Communications, created in 1952. The
WPC is the national radio regulatory authority responsible for frequency spectrum management, including
licensing to wireless users (government and private) in India. It exercises the statutory functions of the central
government and issues licenses to establish, maintain and operate wireless stations. The Wireless Act lays down
that possession of wireless telegraphy apparatus without license would be punishable with a fine extendable up
to Rs. 100 for first offence and in case of subsequent offence extendable up to Rs. 250.

The Broadband Policy 2004

The Broadband Policy, 2004, issued by the Department of Telecommunications, Ministry of Communications
and Information Technology, Government of India (“DoT”), visualises creation of infrastructure through
various access technologies which can contribute to growth and can mutually coexist.

Under the Broadband Policy, 2004, DTH service providers shall be permitted to provide receive only internet
service after obtaining Internet Service Provider (“ISP”) licence from the DoT. Such ISP licensees get the right
to permit its customers for downloading data through DTH. DTH Service is also permitted to provide
bidirectional internet services after obtaining VSAT and ISP licence from the DoT. The quality of service
parameters for such services using various access technologies is determined by TRAI. For DTH services with
receive only internet, no SACFA / WPC clearance is required wherever the total height of such installation is
less than 5 meters above the rooftop of an authorised building.

Foreign Investment Regulations

51
FEMA Regulations

FDI in securities of an Indian company is regulated by the FEMA and the rules, regulations and
notifications made under the FEMA. The RBI, in exercise of its power under the FEMA, has notified the
Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations,
2000 (“FEMA Regulations”) to regulate the issue of Indian securities to persons resident outside India and the
transfer of Indian securities by or to persons resident outside India. The FEMA Regulations provide that an
Indian entity may issue securities to a person resident outside India or record in its books any transfer of security
from or to such person only in the manner set forth in the FEMA and the rules and regulations made thereunder
or as permitted by the RBI. Besides, FDI in India is also governed by the provisions of the Foreign Direct
Investment Policy (“FDI Policy”), issued from time to time by the DIPP, the administering authority in respect
of which is the FIPB.

Under the FDI Policy, DTH comes under the head of broadcasting, wherein FDI and FII in companies engaged
in the business of DTH is restricted to 49% of their paid up capital, subject to FIBP approval and provided that
within this limit of 49%, FDI does not exceed 20%. Investment in DTH sector is subject to the guidelines issued
by Ministry of Information and Broadcasting.

Under the portfolio investment scheme of FEMA, registered “foreign institutional investors” (“FIIs”) (as
defined in FEMA) may freely sell equity shares on the Indian stock exchanges on which the equity shares are
listed provided it is through a registered broker. Under such portfolio investment scheme, a single FII cannot
own more than 10% of the total issued capital of a company. In respect of an FII investing on behalf of its sub-
accounts, the investment on behalf of each sub-account cannot exceed 10% of the total issued capital of the
company, unless the sub-account is held by foreign corporates or foreign individuals resident outside India, in
which case the maximum permissible limit is 5% for each such sub-account.

The maximum permissible limit of FII investment in our Company has been increased to the extent of 49%
(maximum permissible limit) by a board resolution dated March 2, 2007 followed by way of a special
resolution of the shareholders of our Company dated March 30, 2007.

Guidelines For Obtaining DTH License

Ministry of Information and Broadcasting, Government of India, has issued Guidelines for obtaining license for
providing Direct-To- Home broadcasting service in India (“DTH Guidelines”) which contains the eligibility
criteria, basic conditions/obligations and procedure for obtaining the license to set up and operate DTH services.

Under the DTH Guidelines, only companies registered in India under the Companies Act, 1956 and having
Indian management control can operate DTH servces in India. The companies seeking licence to provide DTH
services in India cannot have more than 20% of total equity in any company engaged in the business of cable
network services and vice versa. A non-exclusive license is provided to companies providing DTH services
which is valid for 10 years subject to cancellation/suspension in the interest of India.

The licensee company is required to adhere to program code and advertising code as and when issued by
Ministry of Information and Broadcasting. The licensees have to follow technical standards and other
obligations. A company providing DTH services cannot provide any other mode of communication, including
voice, fax, data, communication, internet, etc. unless specific license for these value-added services has been
obtained from the competent authority.

STATE LAWS

Entertainment Tax Laws

In majority of states, the payment of entertainment tax is a liability of the service provides. DTH service
providers have to register themselves under respective state entertainment laws and they are required to deposit
the entertainment tax to the concerned department on monthly basis. The DTH service providers are also
required to file returns from time to time.

52
HISTORY OF THE COMPANY AND OTHER CORPORATE MATTERS

Our Company was originally incorporated as Navpad Texturisers Private Limited on August 10, 1988 under the
Companies Act, 1956, as amended. The name of our Company was changed to ASC Enterprises Private Limited
and a fresh certificate of incorporation reflecting the change in name was issued on September 29, 1995 by the
Registrar of Companies, Maharashtra, Bombay. Our Company was converted to a public company and a fresh
certificate of incorporation was issued by the Registrar of Companies, Maharashtra, Bombay on December 13,
1995. The name of our Company was then changed to Dish TV India Limited and a fresh certificate of
incorporation was issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana, New
Delhi on March 7, 2007. The registered office of our Company was shifted from 135, Dr. Annie Baesant Road,
Worli, Mumbai 400 018, India to B-10, Essel House, Lawrence Road, Industrial Area, Delhi, 100 035, India on
October 4, 1999.

Zee Entertainment Enterprises Limited (formerly known as ‘Zee Telefilms Limited’) had transferred their direct
consumer services business undertaking to our Company and further Siti Cable Network Limited (“Siti Cable”)
and New Era Entertainment Network Limited (“NEENL”) was merged with our Company, as approved by the
order of the High Court of Judicature at Delhi by its order dated December 18, 2006 and High Court of
Judicature at Bombay by its order dated January 12, 2007 (“Scheme of Arrangment”), pursuant to which, the
Equity Shares of our Company were listed on BSE and NSE on April 12, 2007 and thereafter they were listed on
CSE on June 4, 2007.

Demerger of direct consumer business of Zee Entertainment Enterprises Limited and merger of Siti Cable
and NEENL with our Company

The High Court of Judicature at Delhi by its order dated December 18, 2006 and High Court of Judicature at
Bombay by its order dated January 12, 2007 approved the Scheme Of Arrangement by which Zee Entertainment
Enterprises Limited transferred its direct consumer services (DCS) business to the Company; and Siti Cable and
NEENL transferred their entire business and whole of undertakings to our Company, which became effective
from January 19, 2007.

As per the provisions of Scheme of Arrangement, Zee Entertainment Enterprises Limited re-organized and
segregated, by way of demerger, its business and undertakings engaged DCS business and Siti Cable and
NEENL transferred their entire business and whole of undertakings to our Company.

Pursuant to the Scheme of Arrangement and in accordance with the provisions of Sections 391 to 394 read with
Section 78, 100 to 103 and other relevant provisions of the Companies Act, the entire DCS business undertaking
of Zee Entertainment Enterprises Limited and the entire business and whole of undertakings of Siti Cable
Network Limited and NEENL (“DCS Undertaking”), which comprised all of the assets, liabilities, approvals
and intellectual property rights, in connection with or pertaining to or relatable to direct consumer business
undertaking of Zee Entertainment Enterprises Limited and all of the assets, liabilities, approvals and intellectual
property rights of Siti Cable and NEENL, were transferred to our Company as a going concern, from April 1,
2006, same being the ‘Appointed Date’.

As consideration for such transfer, the shareholders of Zee Entertainment Enterprises Limited were entitled to
the Equity Shares of our Company in the ratio of twenty three fully paid up Equity Shares of Re.1 each of our
Company for every ten equity shares of Re 1 each held in Zee Entertainment Enterprises Limited

Our Company had undertaken the following capital re-organization and later issued and allotted Equity Shares
on April 10, 2007, to the shareholders of Zee Entertainment Enterprises Limited in the following manner:

a. Our Company had split the face value of its equity shares from Rs. 10 to Re.1 through a resolution of
the shareholders of our Company dated September 16, 2006.
b. The fully paid up equity share capital of our Company was then reduced by way of canceling three
Equity Shares for every four Equity Shares.
c. After giving effect of split and capital reduction as stated above, our Company had issued and allotted
Equity Shares to the shareholders of Zee Entertainment Enterprises Limited in the ratio of 5.75 Equity
Shares for every 10 equity shares of Re. 1 each held in Zee Entertainment Enterprises Limited. *

* Pursuant to said ratio 24,93,00,890 Equity Shares of our Company were issued and allotted to equity

53
shareholders of Zee Entertainment Enterprises Limited on April 10, 2007.

Pursuant to the Scheme of Arrangement, all staff, workmen and employees relatable to the DCS Undertaking, in
service on January 19, 2007, have become staff, workmen and employee of our Company with effect from April
1, 2006.

Pursuant to the Scheme of Arrangement, all legal proceedings of whatsoever nature by or against Zee
Entertainment Enterprises Limited, Siti Cable and NEENL, pending or arising and relating to the DCS
Undertaking may now be continued and enforced by or against our Company. In addition, all contracts, deeds,
bonds, agreements and other instruments wherein Zee Entertainment Enterprises Limited, Siti Cable and
NEENL are parties and the same relates to the DCS Undertaking may now be enforceable against or in favour of
our Company.

The SEBI by its letter dated February 9, 2007 bearing number CFD/DIL/19(2)(b)/PB/MKS/85762/2007 issued
to the NSE had relaxed the obligations of our Company to comply with Rule 19(2) (b) of Securities Contracts
(Regulation) Rules, 1957, in light of the provisions of clause 8.3.5.1 of the SEBI Guidelines, for listing of the
Equity Shares of our Company in the Stock Exchanges.

In accordance with the provisions of the Scheme of Arrangement, the Equity Shares of our Company, issued
pursuant to the Scheme of Arrangement as well as its existing equity shares issued for the purpose of
incorporation were listed on BSE and NSE on April 12, 2007 and thereafter they were listed on CSE on June 4,
2007.

Milestones in respect of our business:

Year Activity
September 2003 Obtained DTH License from MIB
April 2003 Obtained licence for HITS from MIB
April 2004 Obtained Teleport License from the MIB
April 2006 Merger of DCS business of ZEEL with Dish TV
May 2006 Registered subscriber crosses 10 lakhs subscriber base
August 2006 Launch of interactive services
April 2007 Listing of Equity Shares pursuant to the Scheme of Arrangment
April 2007 Registered subscriber base crosses 20 lakhs
July 2007 Launch of VGA box, technology by which a computer desktop can be converted into a
Television set
March 2008 Registered subscriber base crosses 30 lakhs

Main Objects of our Company

The main objects of our Company as contained in our Memorandum of Association of our Company are as
below:

1. To plan, establish, develop, provide, operate, maintain and market various services, including cable or
satellite based communications and networking services or broadcasting or broadcasting content
services, direct-to-home services, satellite based transmission services and maintain telecommunication
networks, systems, services including telephones, telex, message, relay, data transmission, facsimile,
television, telematics, value added network services, paging cellular, mobile, audio and video services,
maritime and Aeronautical communication services and other telecommunication services as are in use
elsewhere or to be developed in future and to act as satellite based service provider and carry on the
business of generation, distribution, redistribution, reception, transmission, re-transmission of audio,
video, data and radio signals.

2. To carry on business of manufacture, assemble, put to place, set up, plant, establish, develop, acquire,
purchase, launch, relaunch, hire, lease, time share, manage, maintain, operate, run, replace, sale,
upgrade, or otherwise commercially exploit satellite, space craft, ground station assets, transponders,
control stations, via uplink or downlink or otherwise for the purpose of transmitting relaying,
telecommunicating, broadcasting, narrowcasting, telecasting, any form of radio, audio, video signals
both terrestrially and spatially including obtaining rights of distribution and marketing of
communication signals and electronic data by means of satellite, wireless, wire or other electronic or

54
mechanical methods of delivery or otherwise and to providing consultancy services relating to
telecommunication, satellite, transponder, communication, broadcasting network systems, mobile
systems, telephony, information technology and exploiting software associated with provision and
management of telecommunication and broadcasting / channel distribution services.

3. To receive, buy, sell, procure, develop, produce, commission, decrypt, aggregate, turnaround, encrypt
and distribute various kinds of entertainment contents/software (programmes), data for their
aggregation, exhibition, distribution and dissemination on TV channels / TV signals / video and audio
signals, be it satellite TV channels or terrestrial TV channels or cable channels or through any other
mode or through encryption, decryption of signals / channels using existing and/or emerging
technologies, including distribution via internet, distribution via internet protocol or webcasting or
exhibition in cinema and/or video theater in all forms, be it an analogue signals or digital signals or
through sale of physical material like cassettes including audio cassettes, video cassettes, digital video
discs, CD ROM’s etc. and any emerging technology.

Changes in our Memorandum of Association

During the last ten years, the following changes have been made to our Memorandum of Association.

Date of Shareholder Approval Changes


April 10, 1999 Change in the registered office clause from State of Maharashtra to
National Capital Territories of Delhi and Haryana.
July 30, 2002 Increase in the authorized share capital of our Company from Rs.
5,000 lakhs divided into 500 lakhs equity shares of Rs. 10 each to
Rs. 7,300 lakhs divided into 730 lakhs equity shares of Rs. 10 each.
September 16, 2006 Split of face value of equity shares of the Company from Rs. 10 per
equity share to Re. 1 per equity share and consequently authorized
share capital was changed from 730 lakhs equity shares of Rs. 10
each to 7,300 lakh equity shares of Re. 1 each.
February 7, 2007 Change in the main objects clause.
March 7, 2007 Change in the name of the Company from ASC Enterprises Limited
to Dish TV India Limited.

The details of the capital raised by our Company are given in “Capital Structure” on page 12.

Summary of Key Agreements

Agreement to transfer DTH equipment unit business between Essel Agro Private Limited (“EAPL”) and our
Company dated December 31, 2006

In terms of the agreement, our Company had agreed to purchase all rights, title and interests in set-top boxes,
dishes and other electronic, electrical items and accessories which are essential for receiving and encryption of
direct to home services signals from EAPL, as a going concern, including all the assets and liabilities of EAPL
relating to the operations of the DTH equipment unit business. The Company has also agreed to employ some of
the employees engaged by EAPL for the operation of its DTH equipment unit business.

Subscriber Agreement

The Company enters into a subscriber agreement with all its subscribers by which the Company provides the
DTH broadcasting services and other value added services which includes the supply of the viewing card (VC)
to the subscribers. The service provided to the subscriber is based on the subscription request/tariff plan selected
by the subscriber and the subscriber would be required to deposit an amount as deposit as security for value of
the VC provided to the subscriber.

The availability of the service to the subscriber is subject to applicable laws, transmission limitations, force
majeure, delay in payment of dues or fraud, wilful destruction by the subscriber among other things. The
Company provides a six month warranty on the VC, starting from the activation of the service. The use of the
service by the subscriber is limited to only one of the permitted viewing device, in ordinary case a television set.
The subscriber is also not permitted to indulge in piracy or other activites which may result in infringement of
intellectual property rights of the Company.

55
In terms of the agreement the subscriber is obligated to pay a minimum of Rs. 500 for each day if the subscriber
is in breach of the agreement. The agreement can be terminated on the occurrence of any breach of the
agreement by the subscriber or in the event the subscriber provides a written notice to the Company for
discontinuance of the service. Upon termination of the agreement, the Company would be returning the deposit
on the subscriber returning the VC to the Company.

Consignment Agreement

The Company enters into consignment agreement with its consignment agents for the distribution/movement of
the equipments required for providing DTH services, including set top box, dish along with LNB and other
accessories. The Company provides these equipments to the consignment agents on right to use basis and the
consignment agents are required to deliver such equipments to the subscribers, either directly or through dealers,
only on right to use basis and the Company would be the owner of such equipments at all times. The
consignment agents are required to store the equipments in good marketable conditions with full insurance
coverage. The consignment agents would be liable to pay the applicable taxes and would be required to
indemnify the Company against all tax related claims, demands and penalties raised or imposed on the Company
arising out of or in connection with the business effected by the consignment agent.

The Company in return of the services provided by the consignment agents would pay a fixed commission at a
rate mutually agreed by the parties. The agreement can be terminated by either party on a 30 days notice,
without providing any reason.

Distributor Agreement

The Company enters into distributor agreement, through which the Company appoints its authorized distributors
for a particular territory to stock, market and distribute the CPE and VC required for providing DTH services.

In terms of the distributor agreement, the distributors are required to keep sufficient stock of CPE and VC and
make them available to the authorized dealers of the Company, who would then supply the same to the end
users/subscribers. The distributors can not deal with any other Company or third party for acquisition of DTH
products. The Company would not be liable for any guarantee or representation made by the distributors in
addition to what has been offered by the Company. It is represented that the distributors are not agents or joint
venture partners of the Company.

The distributors are required to pay an interest free refundable security deposit of Rs. 10,000 to the Company,
such deposit would not be refundable for the first three years and the Company also reserves the right to
increase the security deposit. The distributors can not directly, indirectly engage in similar or competing
business of that of the Company during the tenure of the agreement and two years thereafter.

The Company would not be liable to the distributor for any damage or defect in the DTH equipments except to
the extent of the VC being defective within the six months warranty. The term of the agreement is for a period
of one year otherwise earlier terminated by the Company on account of certain terms including breach and
dissolution.

Dealer Agreement

The Company enters into dealer agreement, through which the Company appoints its authorized dealers for a
particular territory to promote, market, retail and sell the DTH broadcasting services at the premises of the
subscribers through installation of CPE, including supply of VC by the dealers on behalf of the Company and
also collect subscription and other fees from the subscribers on behalf of the Company. It is represented in the
agreement that the legal title and property in the VC would not be transferred to the dealers and/or to the
subscribers and the dealer is required to take care of the VC as the custodian/trustee of the Company.

The Company would pay the dealers a fixed rate of commission but the dealers would not be entitled to any
commission on renewal subscription and any other collection made by representatives of the Company or such
subscribers who were originally introduced by sales person/representatives/direct selling agents of the
Company.

The dealers are required to ensure maintaining adequate stock of VC and CPE and collection of refund of VC
security deposit and remit the same to the Company. It is the duty of the dealers to ensure that the Subcriber

56
Application Form (SAF) is duly filled by the subscribers and to supply VC and CPE at the premises of the
subscribers. The dealers are required to recover the VCs from the subscribers and deliver them back to the
Company upon the expiration or termination of the services.

The dealer is restricted from entering into any agreement with the subscribers with respect to DTH services. The
Company would not be liable for any guarantee or representation made by the dealers in addition to what has
been offered by the Company.

The dealer is required to pay an interest free refundable security deposit of Rs. 10,000 to the Company, such
deposit would not be refundable for the first three years and the Company also reserves the right to increase the
security deposit. The Company has also granted the right to use the logo of the Company to the dealer only to
the limited extent to benefit the business of the Company. The dealer can not directly, indirectly engage in
similar or competing business of that of the Company during the tenure of the agreement and two years
thereafter.

The Company would not be liable for any damage or defect in the DTH equipments except to the extent of the
VC being defective within the six months warranty. The term of the agreement is for a period of one otherwise
earlier terminated by the Company on account of certain terms including breach and dissolution.

Agreement between Integrated Subscribers Management Services Limited (“ISMSL”) and our Company dated
January 1, 2006 and addendum agreements thereto for providing middleware and other related services

In terms of the agreement, ISMSL would provide middleware (software for interactive services) and other
related services to the Company. The agreement is valid till December 31, 2010 unless mutually extended by
both parties.

Pursuant to an addendum agreement dated January 6, 2006 executed between ISMSL and the Company, it was
agreed that ISMSL would be entitled to Rs. 9 month per active subscriber. The payment would be made on the
basis of cumulative number of active subscribers as on the last date of each month. Further, the Company would
also reimburse for the services provided to other than active subscribers subject to a maximum of Rs. 10 lakhs
per month. This stipulation was thereafter further amended pursuant to an addendum agreement dated April 1,
2006 wherein it was provided that besides the payment mechanism stipulated in the agreement, the payment
shall be made to ISMSL on the basis of the Net Average Subscriber Base.

ISMSL has represented that it has obtained the requisite license from Open TV for middleware and that Open
TV has provided to ISMSL all necessary intellectual property licences or permissions to ISMSL necessary for
the provision of middleware. Both the parties have agreed to grant to each other a non-exclusive licence to use
their respective logo/trademark during the tenure of the agreement. The agreement has a confidentiality clause.

The agreement can be terminated by either party by giving a 45 days notice in writing to the other party. Any
dispute between the parties shall be resolved by arbitration in New Delhi under the Arbitration and Conciliation
Act, 1996.

Agreement between ISMSL and our Company dated January 1, 2006 and addendum agreements thereto for
providing Conditional Access Services (“CAS”)

In terms of the agreement, ISMSL would provide CAS, including but not limited to arranging viewing cards
which are compatible with the Company’s DTH platform, providing messaging services on viewing cards,
providing CAS services of Conax CAS version 7, ensuring delivery of provisioning request to the ‘SAS
Servers’, comparing the logs, developing and maintaining various software required for the proper
implementation of CAS services. The agreement is valid till December 31, 2010 unless mutually extended by
both parties.

Pursuant to an addendum agreement dated January 6, 2006 executed between ISMSL and the Company, ISMSL
would be entitled to Rs. 4 month per active subscriber of the Company’s DTH service. The payment would be
made on the basis of cumulative number of active subscribers as on the last date of each month. Further, the
Company would also reimburse for integration of middleware with CAS services subject to a maximum of Rs. 4
lakhs per month. This provision was further amended and pursuant to an addendum agreement dated January 1,
2007, Company would reimburse a maximum of Rs. 30 lakhs per month for the integration of middleware with
CAS services.

57
ISMSL has represented that it has obtained the requisite license from Conax for Conex CAS 7 version with
regard to broadcasting services and that Conax has provided to ISMSL all necessary intellectual property
licences or permissions to ISMSL necessary for the provision of CAS services.

Both the parties have agreed to grant to each other a non-exclusive licence to use their respective logo/trademark
during the tenure of the agreement. The agreement has a confidentiality clause. The agreement can be
terminated by either party by giving a 45 days notice in writing to the other party. Any dispute between the
parties shall be resolved by arbitration in New Delhi under the Arbitration and Conciliation Act, 1996.

Agreement between ISMSL and our Company dated January 1, 2006 and addendum agreements thereto for
providing call-center services

In terms of the agreement, ISMSL would provide call-center services, including but not limited to providing
telephone services for answering customer enquiries, preparation of call handling scripts, pre-approving the
number of personnel to be hired, preparing and implementing staffing guidelines, purchasing and maintaining in
good operating conditions the necessary telephony equipments. The agreement is valid till December 31, 2010
unless mutually extended by both parties.

Pursuant to an addendum agreement dated January 6, 2006 executed between ISMSL and the Company, ISMSL
would be entitled to Rs. 7 per month per active subscriber of the Company’s DTH service. The payment would
be made on the basis of cumulative number of active subscribers as on the last date of each month. Further,
pursuant to an addendum agreement dated April 1, 2006, Company would reimburse a maximum of Rs. 50
lakhs per month for call center services provided to other than the active subscribers.

Both the parties have agreed to grant to each other a non-exclusive licence to use their respective logo/trademark
during the tenure of the agreement. The agreement has a confidentiality clause.

Pursuant to an addendum agreement dated July 1, 2006 executed between the parties, the Company has been
authorised to appoint or authorise any third party to prove call center services as per the terms of this agreement.
Such third party, would however, need to comply with the terms and conditions of this agreement. The
Company shall reimburse ISMSL all the expenses, of whatever name, which ISMSL would incur for providing
the call center services to the Company through such third party.

The agreement can be terminated by either party by giving a 45 days notice in writing to the other party. Any
dispute between the parties shall be resolved by arbitration in New Delhi under the Arbitration and Conciliation
Act, 1996.

58
DIVIDEND POLICY

We have not declared any dividends in the past and our Company does not have any dividend policy, as on date
of filing of this Draft Letter of Offer. The declaration and payment of dividend will be recommended by our
Board of Directors and approved by our shareholders at their discretion and will depend on a numbr of factors,
including but not limited to, our profits, capital requirements and overall financial conditions. The Board may
also from time to time pay interim dividend. All dividend payments will be made in cash to the shareholders of
our Company.

59
MANAGEMENT

Board of Directors

Under our Articles of Association we cannot have less than three directors and not more than 12 directors. We
currently have seven directors, our Chairman is a non-executive director, in addition to that we have one
executive Director, one non-executive and four non-executive independent Directors. As our chairman is a non-
executive Director and more than half of our Board consists of non-executive independent directors, we are in
compliance with clause 49 of the listing agreement, as applicable.

At present, the Board of our Company comprises of the following persons:

Sr. Name, Designation, Father’s Nationality Age Other Directorships in companies


No. name, Address, DIN no. and (years)
Occupation
1. Mr. Subhash Chandra Indian 58  Zee Entertainment Enterprises
Limited
Chairman, Non-Executive Director  Essel Infraprojects Limited
 Essel Propack Limited
S/o Mr. Nand Kishore Goenka  Zee Multimedia Worlwide BVI
(incorporated in Germany)
Flat 4, 1 Hyde Park Street,  Agrani Satellite Services Limited
Paddington, London, W2 JW,  Asia Today Limited (incorporated
United Kingdom. in Mauritus)
 Agrani Holdings (Mauritus)
DIN: 00031458 Limited (incorporated in Mauritus)
 Wire and Wireless (India) Limited
Occupation: Industrialist  Zee News Limited
 United News of India Limited
Term: Liable to retire by rotation
2. Mr. Jawahar Lal Goel Indian 53  New Media Broadcast Private
Limited
Managing Director  Procall Private Limited
 Essel Sports Private Limited
S/o Mr. Nand Kishore Goel  Aplab Limited
 ASC Telecommunication Limited
Nand Tara, 22 Oak Drive,  Asian Sky Shop Limited
Sultanpur, Mehrauli,  East India Trading Company
New Delhi 110 030, Limited
India.  Essel International Limited
 Essel Infraprojetcs Limited
DIN: 00076462  Rankay Investment and Trading
Company Limited
Occupation: Industrialist  Rama Associates Limited
 Indian Broadcasting Foundation
Term: January 6, 2007 to January 6,  United News of India
2010  Chiripal Industries Limited

3. Mr. Bhagwan Dass Narang Indian 63  Shivam Autotech Limited


 IST Steel and Power Limited
Non-Executive Director,  Jubilee Hill Landmark Projects
Independent Director Limited
 Shri VeniMadhav Portfolio Private
S/o Sardar Gurdit Singh Narang Limited
 Afcon Infrastructure Limited
Flat No. 29, Ground Floor, ‘F’  VA Tech Wabag Limited
Block, DDA Apartments, SES  Amar Ujala Publications Limited
(Near Market), Sheikh Sarai, Phase
I, New Delhi 110 017, India.

DIN No. 00038052

Occupation: Professional

Term: Liable to retire by rotation

60
Sr. Name, Designation, Father’s Nationality Age Other Directorships in companies
No. name, Address, DIN no. and (years)
Occupation
4. Mr. Arun Duggal Indian 61  Zurai Industries Limited
 Patni Computer Systems Limited
Non-Executive Director,  Petronet LNG Limited
Independent Director  Shriram Transport Finance
Company Limited
S/o Mr. Sundari Lal Duggal  Info Edge (India) Limited
 Jubilant Energy N.V. (a company
A-4, 3rd Floor, West End Colony, incorporated in Canada)
New Delhi 110 021, India.  Shriram Properties Limited
 Fidelity Fund Management Private
DIN No. 00024262 Limited
 Carzonrent (India) Private Limited
Occupation: Professional  International Asset Reconstruction
Company Private Limited
Term: Liable to retire by rotation  Blackstone Investment Company
Private Limited
 Tanglewood Financial Advisors
Private Limited
 The Bellwhether Micro Finance
Fund Private Limited
 Manipal AcuNova Limited
 Mundra Port and Special
Economic Zone Limited
 Shriram City Union Finance
Limited
 Sriram EPC Limited
5. Dr. Pritam Singh Indian 66  Hero Honda Motors Limited
 Parsvnath Developers Limited
Non-Executive Director,
Independent Director

S/o Ram Dev Singh

House No. A2/14, PWO Complex,


Plot No. 1A, Sector 43, Gurgaon
122 001, Haryana, India.

DIN No. 00057377

Occupation: Academician

Term: Liable to retire by rotation

6. Mr. Ashok Mathai Kurien Indian 58  Ambience Business Services


Private Limited
Non-Executive Director,  Hanmer and Partners
Communications Private Limited
S/o Mr. Vanchittil Pothen Kurien  Docasia.Com India Private
Limited
252-Tahnee Heights Co-oerative  Publicis Ambience Advertising
Housing Society, D – Building, Private Limited
Petit Hall, 66 Nepeansea Road,  Publicis (India) Communication
Mumbai 400 006, India Private Limited
 Solution Integrated Marketing
DIN: 00034035 Services Private Limited
 TF Conferences Private Limited
Occupation: Business  LFP Services Private Limited
 Yo4ya Digital Private Limited
Term: Liable to retire by rotation  Pridigitas Marketing Private
Limited
 Zee Entertainment Enterprises
Limited
 Asian Sky Shop Limited
 Asia TV Limited (a company

61
Sr. Name, Designation, Father’s Nationality Age Other Directorships in companies
No. name, Address, DIN no. and (years)
Occupation
incorporated in United Kingdom)
 Capital Advertising Private
Limited
 Remindo Inc. (a company
incorporated in the U.S.A)
 Flora 2000 Inc. (a company
incorporated in the U.S.A)

7. Mr. Eric Louis Zinterhofer USA 36  Affinion Group Inc.


 Central European Media
Non-Executive Director, Enterprises
Independent Director  iPCS Inc.
S/o Mr. Louis Zinterhofer  Unity Media, GMBH

660 Park Avenue, New York, N.Y.


10021, U.S.A

DIN: 01929446

Occupation: Service

Term: Upto the date of next AGM

Except, Mr. Jawahar Lal Goel and Mr. Subhash Chandra who are brothers, no Director is related to any other
Director on the Board.

Details of Directors:

Mr. Subhash Chandra, Chairman of our Company, has been the recipient of numerous honorary degrees,
industry awards and civic honors, including being named 'Global Indian Entertainment Personality of the Year'
by FICCI for 2004, 'Business Standard's Businessman of the Year' in 1999, 'Entrepreneur of the Year' by Ernst
& Young in 1999 and 'Enterprise CEO of the Year' by International Brand Summit. The Confederation of Indian
Industry (“CII”) chose Mr. Chandra as the Chairman of the CII Media Committee for two successive years.

He has set up TALEEM (Transnational Alternate Learning for Emancipation and Empowerment through
Multimedia), an organisation which seeks to provide access to quality education and to promote research in
various disciplines relating to health and family life, social & cultural anthropology, communication and media.
He is also the trustee for the Global Vippassana Foundation, a trust set up for helping people in spiritual
upliftment.

Mr. Jawahar Lal Goel, Managing Director, heads the business of our Company. He has been one of the
pioneers of the DTH services in India and instrumental in establishing Dish TV as a recognized brand in India.
Mr. Goel is also the acting president of Indian Broadcasting Foundation which takes up various issues relating
to broadcasting industry at various forums. He is an active member on the board of various committees and task
force set up by Ministry of Information and Broadcasting, Government of India pertaining to several matters
relating to the industry. He played a vital role in conceptualizing and establishing Siti Cable Network Limited as
a multi system operator for cable distribution network of various television channels in India in 1994.

He has been the trustee of the Agroha Vikas Trust for more than decade. He is also the trustee of the Delhi
chapter of the trust, which undertakes a number of noble social causes including the building and running of
colleges, schools and temples.

Mr. Bhagwan Dass Narang, has an experience of 32 years in field of banking. He was the chairman and
managing director of Oriental Bank of Commerce and was also the alternate chairman of the committee on
banking procedures set up by Indian Banks Association for the year 1997-98. He has also chaired panels on
Serious Financial Frauds appointed by the RBI and financial construction industry appointed by Indian Bank’s
Association. He was also appointed as the chairman of the governing council of National Institute of Banking
Studies and Corporate Management and was elected as member of the management committee of the Indian
Bank’s Association. He had been a member of the Advisory Council of Bankers Training College, Mumbai. He

62
was also elected as the deputy chairman of Indian Banks Association, Mumbai and was the recipient of Business
Standard “Banker of the year Award for 2004”.

Mr. Arun Duggal, an experienced international banker, has a degree of mechanical engineering from the the
Indian Institute of Technology, Delhi and holds a Post Graduate Diploma in Management from the Indian
Institute of Management, Ahmedabad. He also teaches banking and finance at the Indian Institute of
Management, Ahmedabad as a visiting professor. Mr. Duggal is an international advisor to a number of
corporations, major financial institutions and private equity firms. He is the non executive vice-chairman of
International Asset Reconstruction Company Private Limited.

He is a founder director of Bellwether Microfinance Fund which provides equity capital to promising micro
finance organizations and helps them in capacity building. He is also the vice-chairman of Transparency
International India, which is undertaking a number of initiatives to combat corruption problems in India. Mr.
Duggal is also involved with a number of environmental projects.

Dr. Pritam Singh, is a recipient of Padma Shri award from the President of India, in the year 2003. He is a well
known academician in the field of management studies and has authored several books and research papers. He
holds a masters degree in commerce from Banaras Hindu University, Varanasi and a masters degree in business
administration. He has also a qualified doctorate from Banaras Hindu University, Varanasi. Additionally, Mr.
Singh has also initiated several social projects involving issues on healthcare, education, water management and
road building.

Mr. Ashok Mathai Kurien, started Ambience Advertising Private Limited in 1987. He is now the chairman of
Ambience Publicis, Publicis India and Solutions-Publicis India. He is a founder-director of Zee Entertainment
Enterprises Limited, which was successfully launched in the year 1992. Mr. Kurien is also the marketing and
strategic advisor to Playwin, India’s first online lottery business and one of the founder-partner and Chairman of
Hanmer & Partners, Public Relations, which are among one of the reputed public relations agencies.

Mr. Eric Louis Zinterhofer, is a graduate-cum-laude from the University of Pennsylvania, with degrees of
bachelors of honors in Economics and European History and has qualified his masters in business administration
from the Harvard Business School. He was a member of the Structured Equity Group at J.P Morgan Investment
Management from 1993 to 1994 and then he joined as a member of the Corporate Finance Department at
Morgan Stanley Dean Witter & Company. Mr. Zinterhofer is presently with the Apollo Group which he joined
in the year 1998. He is currently on the board of Affinion Group, Inc., Central European Media Enterprises,
iPCS, Inc. and Unity Media SCA.

Compensation of our Directors

The following tables set forth all compensation fixed by us to pay to our Directors for the fiscal 2008.

A. Non-Executive Directors

Name of Director Commission Sitting Fees per Board meeting


Amount (Rs.) Amount (Rs.)
Mr. Subhash Chandra Nil 10,000
Mr. Ashok Mathai Kurien Nil 10,000
Mr. Bhagwan Dass Narang Nil 10,000
Mr. Arun Duggal Nil 10,000
Dr. Pritam Singh Nil 10,000
Mr. Eric Louis Zinterhofer Nil 10,000

B. Executive Director

The remuneration package of Mr. Jawahar Lal Goel fixed for the fiscal 2008, is as follows:

S.No. Particulars Amount (in Rs.)


1. Basic Salary 24,00,000
2. House Rent Allowance 12,00,000
3. Personal Allowance 15,81,000

63
3. Provident Fund Contribution 2,88,000
4. Leave Travel Allowance 2,40,000
5. Medical Allowance 15,000
Total 57,24,000

In addition Mr. Goel is entitled for a Company maintained car, salary of the driver, fuel and residence telephone.

Shareholding of Our Directors in our Company

The following table details the shareholding of our Directors in their personal capacity and either as sole or first
holder, as at the date of this Draft Letter of Offer.

Name of Directors Number of Equity Shares % of the Pre Issue share capital
(Pre-Issue)
Mr. Subhash Chandra 5,00,000 0.12
Mr. Jawahar Lal Goel NIL NIL
Mr. Bhagwan Dass Narang NIL NIL
Mr. Arun Duggal NIL NIL
Dr. Pritam Singh NIL NIL
Mr. Ashok Mathai Kurien 11,74,150 0.27

Changes in Our Board of Directors during the last three years

Name of the Director Date of Appointment Date ofResignation Reason


Mr. Ashok Goel April 24, 1995 January 6, 2007 Resignation
Mr. C. Rajgopalan June 1, 1995 January 6, 2007 Resignation
Mr. Subhash Chandra August 9, 1995 - Appointment
Mr. Laxmi Narian Goel April 24, 1995 January 6, 2007 Resignation
Mr. Punit Goenka April 1, 1998 January 6, 2007 Resignation
Mr.Atul Goel December 17, 2003 June 28, 2004 Resignation
Mr. Jawahar Lal Goel January 6, 2007 - Appointment
Mr. Ashok Mathai Kurien January 6, 2007 - Appointment
Mr. Bhagwan Dass Narang January 6, 2007 - Appointment
Mr. Arun Duggal January 6, 2007 - Appointment
Dr. Pritam Singh April 27, 2007 - Appointment
Mr. Eric Louis Zinterhofer October 22, 2007 - Appointment

CORPORATE GOVERNANCE

Our Company is in compliance of the provisions in respect of corporate governance as stipulated in the listing
agreements with the Stock Exchanges, including in respect of appointment of independent directors in the Board
and the constitution of various committees as detailed below.

Various Committees of Directors:

There are three Board level committees in our Company, which have been constituted and function in
accordance with the relevant provisions of the Act and the Listing Agreement. These are (i) Audit Committee,
(ii) Share Transfer and Investor Grievances Committee, and (iii) Remuneration Committee. A brief on each
Committee, its scope, composition and meetings for the current year is given below:

(i) Audit Committee

Members

1 Mr. Bhagwan Dass Narang Independent Director (Chairman)


2 Mr. Arun Duggal Independent Director
3 Dr. Pritam Singh Independent Director

Scope and terms of reference

64
1. Oversight of Company’s financial reporting process and disclosure of its financial information to
ensure that the financial statement is correct, sufficient, accurate, timely and credible.
2. Review with the management, the quarterly financial statements before submission to the Board for
approval.
3. Review with management the annual financial statements before submission to the board, focusing
primarily on:
a. Any changes in accounting policies and practices.
b. Major accounting entries based on exercise of judgment by management.
c. Qualifications in draft audit report.
d. Significant adjustments arising out of audit findings.
e. The going concern assumption.
f. Compliance with listing and other legal requirements relating to financial statements.
g. Compliance with accounting standards with material departures therefore.
h. Compliance with listing and legal requirements concerning financial statements.
i. Proper maintenance of accounting records.
j. Debtors, receivable and Agewise analysis, write off and provisioning with reference to the
Report of the finance committee.
k. Matters required to be included in the Director’s Responsibility Statement to be included in
the Board’s report in terms of clause (2AA) of section 217 of the Companies Act, 1956.

4. Review of Management discussion and analysis of financial condition and results of operations on
yearly basis.
5. Related Party Transactions (on quarterly basis):-
a. To review the statements of Significant related party transactions (to be decided by Audit
Committee).
b. Disclosure of related party transaction to the Audit Committee:
i. A statement in summary form of transactions with related parties in the ordinary
course of business shall be placed periodically before the audit
committee.
ii. Details of material individual transactions with related parties, which are
not in the normal course of business, shall be placed before the audit
committee.
iii. Details of material individual transactions with related parties or others,
which are not on an arm’s length basis, should be placed before the audit
committee, together with Management’s justification for the same.

6. Review the company’s financial and risk management policies on quarterly basis.
7. Review with the management, external and internal auditors, the adequacy of internal control systems
including computerized information system controls and security.
8. The Audit Committee of the listed holding company shall also review the financial statements of
subsidiary companies, in particular, the investments made by the unlisted subsidiary company. (Audit
committee to set up the details of subsidiaries to be placed and system of review).
9. Recommend to the Board the appointment, reappointment and removal of the statutory auditor, fixation
of audit fee and approval of payment of fees for any other services.
10. Discussion with external auditors before the audit commences about nature and scope of audit as well
as post audit discussion to ascertain any area of concern and internal control weaknesses observed by
the Statutory Auditors.
11. Review of appointment, removal and terms of reference of Chief Internal Auditor.
12. Review the adequacy of internal audit function, including the structure of the internal audit department,
staffing and seniority of the official heading the department, reporting structure coverage and frequency
of internal audit.
13. Discussion of Internal Audit Reports with internal auditors and significant findings and follow up there
on and in particular Internal Control weaknesses.
14. Review the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularly or a failure of internal control systems of a material nature and reporting
the matter to the board.
15. Status of pending litigations filed by and against the company should be placed before the Audit
Committee with their likely financial implications, which could have effect on working of the
company.

65
16. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non payment of declared dividends) and creditors.
17. To review the functioning of Whistle Blower mechanism, in case the same is existing.
18. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

Powers of Audit Committee

1. To investigate any activity within its terms of reference.


2. To seek information from any employee.
3. To obtain outside legal or other professional advice.
4. To secure attendance of outsiders with relevant expertise, if it considers necessary.

(ii) Share Transfer and Investor Grievances Committee

Members

1 Mr. Ashok Mathai Kurien Non-Executive Director (Chairman)


2 Mr. Jawahar Lal Goel Executive Director

Scope and Terms of Reference

1. To approve transfer of shares.


2. To look into the redressal of shareholders and investors complaints.
3. To provide information to shareholders

(iii) Remuneration Committee

Members

1 Mr. Bhagwan Dass Narang Independent Director (Chairman)


2 Mr. Arun Duggal Independent Director
3 Dr. Pritam Singh Independent Director

Scope and Terms of Reference

1. Decide on the elements of remuneration package of all the Executive Directors, CEO, CFO and senior
managerial positions directly reporting to the CEO;
2. Approve recruitment, dismissal, promotion, increments, rewards, compensation, and succession at
empowered levels.
3. Formulate and implement Employee Stock Option and/or other incentive programmes;
4. Formulate human resources plans and policies, including recruitment, compensation, career and
succession planning at empowered levels and human resource development plans;
5. Secondments / loaning of services of managers to and from the subsidiary / associate companies;
6. Formulation of Policy on Housing / other loans to staff and Management;
7. Guidelines for foreign travel and overseas developmental programmes;
8. Nominations of Company representatives on the Board of other companies (including permission to
Company Managers to accept Directorship in other companies.);
9. Approval of Organisational structure, covering all management positions for various functions within
the organization;
10. Policy for appointment of consultants and/or retainers (i.e. Approve appointment/extension of
individuals for fixed periods of time as retainers and consultants with functional specialism)
11. Recommend to the Board, compensation and other terms and conditions of service of Board members;
12. Advising on capability building areas and devising employees and senior managerial development
strategies

The Board has also constituted an Issue Committee by way of its resolution dated April 24, 2006. The Issue
Committee comprises Mr. Jawahar Lal Goel, Mr. Bhagwan Dass Narang and Mr. Ashok Mathai Kurien. The
Issue Committee is authorized to take all decisions relating to the Issue and do all such acts and things as may be
necessary and expedient for, incident and ancillary to, the Issue.

66
Mr. Jawahar Lal Goel, Mr. RRajeev K. Dalmia and Mr. Jagdish Patra has been authorized by the Board to sign
ad execute all documents on behalf of the Company, Board and the Issue Committee.

Key Managerial Personnel

The following are our key managerial employees. All of our key managerial employees are permanent
employees of our Company:

Mr. Amitabh Kumar, aged 54 years, is the President-Technology of our Company. He is responsible for
broadcasting operations of our Company. Mr. Kumar holds a professional certificate in electronic data
interchange from All India Management Association and Deakin University, Australia. He also holds a bachelor
degree in electronics and telecom from Birla Institute of Technology, Pilani. He has also been a council member
of the Commonwealth Telecom Organisation, London. Mr. Kumar has an aggregate work experience of 31
years in the telecom industry. He was acting chairman-cum-managing director of Tata Communications Limited
(formerly known as Videsh Sanchar Nigam Limited). Prior to joining us on January 19, 2007, he was previously
employed with NEENL as the director - corporate and Mr. Kumar joined us under the Scheme of Arrangement.
The compensation paid to him for the fiscal 2008 was Rs. 50.54 lakhs.

Mr. Rajiv Khattar, aged 43 years, is the President-Projects of our Company. He is responsible for strategic tie-
ups and technology upgrades of the DTH platform. He also handles the regulatory aspects of the business. Mr.
Khattar holds a diploma in business management from Rajendra Prasad Institute of Communications and
Management, New Delhi and a diploma in products engineering from G.B. Pant Polytechnic, New Delhi. He
holds a diploma in materials management from National Productivity Council, Faridabad. Mr. Khattar has an
aggregate work experience of 20 years and experience of 12 years in the telecom industry. Prior to joining us on
September 1, 2005, he was employed with Reliance Infocom Limited as the president for Netway. The
compensation paid to him for the fiscal 2008 was Rs. 63.48 lakhs.

Mr. Rajeev K. Dalmia, aged 43 years, is the Chief Financial Officer of our Company. He is responsible for
maintaining finance and accounts of our Company. He is a qualified fellow chartered accountant from the
Institute of Chartered Accountants of India. Mr. Dalmia has an overall work experience of 20 years. Prior to
joining us on September 1, 2005, he was employed with South Asian Petrochem Limited as the senior vice-
president, finance. The compensation paid to him for the fiscal 2008 was Rs. 64.68 lakhs.

Mr. Jagdish Patra, aged 37 years, is the Company Secretary and Compliance Officer of our Company. He is
responsible for the secretarial and statutory compliances of our Company. He is a qualified company secretary
and fellow member of the Institute of Company Secretaries of India. He also holds a bachelors degree of law
from Utkal University. Mr. Patra has an overall experience of 13 years. Prior to joining us on February 22, 2007,
he was employed with Allied Domecq Spirits and Wines India Private Limited as the head of legal department
and company secretary. The compensation paid to him for the fiscal 2008 was Rs. 16.33 lakhs.

Bonus or Profit Sharing Plan for our senior management

There is no bonus or profit sharing plan for our senior management.

Management Organizational Structure Chart

Board of
Directors

MD

CEO President - Director - Company


Projects Technical Secretary

Head - Sr VP - ZH – VP – CFO VP - VP - VP – CTO Admin


HR Sales Mumbai Marketin Service Sales Opern
g
ZH – Other DVP -
Zones Comml

Sr .Mgr -
Legal

Head -67
Collection
s
Shareholding of key managerial personnel in our Company

Name of Key Managerial Personnel No. of Equity Shares held


(Pre-Issue)
Mr. Amitabh Kumar Nil
Mr. Rajiv Khattar Nil
Mr. Rajeev K. Dalmia Nil
Mr. Jagdish Patra Nil

Interest of Promoters, Directors and key managerial personnel

Except as stated in “Related Party Transactions” on page 98 of this Draft Letter of Offer, and to the extent of
shareholding in our Company, our promoters and promoter group do not have any other interest in our business.

All of our Directors may be deemed to be interested to the extent of fees, if any, payable to them for attending
meetings of the Board or a Committee. The Managing Director is interested to the extent of remuneration paid
to him for services rendered by him as officer of the Company. All our Directors may also be deemed to be
interested to the extent of Equity Shares, if any, already held by them or their relatives in the Company, or that
may be subscribed for and allotted to them, out of the present Issue in terms of the Draft Letter of Offer and also
to the extent of any dividend payable to them and other distributions in respect of the said Equity Shares. The
Directors may also be regarded as interested in the Equity Shares, if any, held by or that may be subscribed by
and allotted to the companies, firms and trust, in which they are interested as directors, members, partners and/or
trustees.

The key managerial personnel of our Company do not have any interest in our Company other than to the extent
of the remuneration or benefits to which they are entitled to as per their terms of appointment and
reimbursement of expenses incurred by them during the ordinary course of business or to the stock options
granted to them under the ESOP Scheme and to the extent of the Equity Shares held by them in our Company, if
any.

Except as stated otherwise in this Draft Letter of Offer, we have not entered into any contract, agreement or
arrangement in which our Directors are interested directly or indirectly and no payments have been made to
them in respect of these contracts, agreements or arrangements or are proposed to be made to them. Our
Directors and our key managerial personnel have not taken any loan from our Company.

Changes in our key managerial employees in the last three years.

Name Designation Date of Change Reason


Mr. Rajendra Singhvi Chief Financial Officer February 1, 2006 Appointment
Mr. Sunil Khanna Chief Executive Officer August 16, 2006 Resigned

Mr. Arun Kapoor Chief Executive Officer November 1, 2006 Appointment

Mr. Jawahar Lal Goel Managing Director January 1, 2007 Appointment

Mr. Rajeev K Dalmia Chief Financial Officer January 5, 2007 Appointment

Mr. Ranjit Singh Company Secretary April 27, 2007 Resignation

Mr. Jagdish Patra Company Secretary April 27, 2007 Appointment

Mr. Rajendra Singhvi Chief Financial Officer March 24, 2007 Resigned

Mr. Arun Kapoor Chief Executive Officer April 30, 2008 Resigned

68
PROMOTERS

Our Promoters

Our Promoters who are individuals are: (i) Mr. Subhash Chandra, (ii) Mr. Laxmi Narain Goel, (iii) Mr. Ashok
Goel, (iv) Mr. Ashok Mathai Kurien and (v) Ms. Sushila Goel

Our Promoters who are companies are (i) Veena Investment Private Limited, (ii) Delgrada Limited, (iii) Afro-
Asian Satellite Communications Limited, (iv) Jayneer Capital Private Limited, (v) Churu Trading Company
Private Limited, (vi) Ganjam Trading Company Private Limited, (vii) Premier Finance & Trading Company
Private Limited, (viii) Prajatma Trading Company Private Limited, (ix) Lazarus Investments Limited, (x) Briggs
Trading Company Private Limited (xi) Essel Infraprojects Limited and (xii) Ambience Business Services
Private Limited .

Mr. Subhash Chandra

Identification Details
PAN AACPC4004A
Passport No. F9137504
Bank Account Number(NRO Account SBI- 10783156452
Mumbai)

For further details please refer to ‘Management - Details of Directors’ on page 61.

Mr. Laxmi Narain Goel, age 54 years, is one of the key architects of the Essel Group
of companies. He started his career in 1969 trading agro commodities and established
Rama Associates Limited along with his brothers. In 1980, he diversified Essel Group’s
activities into handicraft exports and real estate development business. He has
contributed enormously in the establishment and progress of Essel Propack Limited. At
present, Mr. Goel holds the position of vice chairman of the Essel Group of companies
and is actively involved in the day-to-day developmental activities of the Essel Group.

He has been the trustee of the Agroha Vikas Trust for more than decade. He is also the
trustee of the Delhi chapter of the trust, which undertakes a number of noble social causes including the building
and running of colleges, schools and temples. Mr. Goel was head of affairs of the Sewak Sabha Hospital, Hissar,
Haryana, for two years.

Identification Details
PAN AAEPG2531Q
Passport No. E3948809
Bank Account Number 003101530569

Mr. Ashok Goel, 46 years, is a commerce graduate. He was instrumental in establishing


Essel Propack Limited as a global player in laminated tubes and making it one of top
companies in laminated tubes business in the world. He is currently the vice chairman &
managing director of Essel Propack Limited. Mr. Goel is also president of Organisation of
Plastic Processors of India and also a member of the Managing Committee of Paper, Film
& Foil Converters’ Association of India. In July 2005, The Smart Manager, rated Mr.
Ashok Kumar Goel as “one of the 25 truly world class managers from India”.

Identification Details
PAN AAEPG2528F
Passport No. F7772183
Bank Account Number 000401540779

69
Mr. Ashok Mathai Kurien

Identification Details
PAN AADPK4942J
Passport No. E8452601
Bank Account Number-HSBC 019600634001

For further details please refer to ‘Management - Details of Directors’ on page 61.

Ms. Sushila Goel, age 48 years, is wife of Mr. Jawahar Lal Goel. She has been closely
associated with Agroha Vikas Trust since a decade. She is also associated with various other
social organizations, which are running hospitals, colleges, schools and temples in Delhi.

Identification Details
PAN AATPD5221B
Passport No. E1495959
Bank Account Number 153000100077704

Details of the Promoters who are companies are as follows:

Veena Investments Private Limited, (company registration No: U65990MH1972PTC016137, permanent


account no: AAACV6436A, bank account no: 039305000262) was incorporated as a private company under the
Companies Act, on November 22, 1972. Its registered office is situated at New Prakash Cinema Building, N M
Joshi Marg, Delai Road, Lower Parel, Mumbai 400 013. It carries on the business of finance, trading and
investments.

Board of Directors

The board of directors of the company as on March 31, 2008 comprises Mr. Chhajuram Chaudhary and Mr.
Ashok Kumar Goel.

Financial Performance

The financial results of the company for the fiscal years ended 2007, 2006 and 2005 are set forth below:

(Rs. in lakhs except for share data)


Particulars As at and for the As at and for the As at and for the
year ended March year ended year ended March
31, 2007 March 31, 2006 31, 2005
Total Income 73.2 55.8 55.6
Profit after Tax 61.0 41.2 41.1
Equity Share Capital (Par value Rs. 100 per share) 4.0 4.0 4.0
Reserves & Surplus (12.10) (18.16) (22.28)
Earnings per share (Rs.) 1518.62 1,030.06 1,028.44
Book Value per share (2921.88) (4440.51) (5470.57)

Shareholding as on March 31, 2008

Name of Shareholder No. of Shares held % of Holding


Briggs Trading Company Private Limited 450 11.25
Mr. Ashok Goel 100 2.50
Ms. Tara Devi 100 2.50
Prajatma Trading Company Private Limited 250 6.25
Churu Trading Company Private Limited 1500 37.50
Ganjam Trading Company Private Limited 1600 40.00
Total 4,000 100.00

The company being a private limited company, its shares are not listed on any stock exchange. It has not
become a sick company under the meaning of SICA, is not under winding up. It has negative net worth.

70
There have been no overdue/ defaults to any banks/ financial institutions.

There has been no change in the management of the company since its incorporation.

Delgrada Limited (Permanent Account no: AABCD7273Q, Bank Account no. 01-201-10054-00) is a company
incorporated in Maurtius on April 7, 2000. Its registered office is situated at 10, Frere Felix de Valois Street,
Port Louis, Mauritius. It carries on the business of investments.

Board of Directors

The board of directors of the company as on March 31, 2008 comprises Mr. Deepak Jain and Mr. Uday
Gujadhur

Financial Performance

The financial results of the company for the fiscal years ended December 2006, December 2005 and December
2004 are set forth below:

(Amount converted into INR except for share data which is in USD)
Particulars As at and for the As at and for the As at and for the
year ended year ended year ended
December 31, 2006 December 31, 2005 December 31, 2004
Total Income 0.87 1.78 1.00
Profit after Tax 0.10 1.72 (14.21)
Equity Share Capital (Par value USD 1 per share) 0.0004 0.0004 0.0004
Reserves & Surplus 332.33 228.34 243.32
Earnings per share (USD) 250 4,300 (35525)
Book Value per share (USD) 332,32,677.10 228,33,570.77 243,32,124.04

Shareholding as on March 31, 2008

Name of Shareholder No. of Shares held % of Holding


Erith International Limited 1 100

Its shares are not listed on any stock exchange.

There have been no overdue/ defaults to any banks/ financial institutions.

There has been no change in the management of the company since its incorporation

Afro-Asian Satellite Communications Limited, (Company Registration No: 12462/696, Permanent Account
no: NA, Bank Account no: 010031010468) was incorporated on March 23, 1994. Its registered office is situated
at Suite 308, St James Court, St Denis Street, Port Louis, Mauritius. It carries on the business of investments.

Board of Directors

The board of directors of the company as on March 31, 2008 comprises Mr. Deepak Jain, Mr. Denis Sek Sum
and Mr. Francois Yune Kim.

Financial Performance

The financial results of the company for the fiscal years ended March 31, 2007, March 31, 2006 and March 31,
2005 are set forth below:

(Amount converted into INR (lakhs) except for per share data)
Particulars As at and for the As at and for the As at and for the
year ended March year ended March year ended March
31, 2007 31, 2006 31, 2005
Total Income 0 0 0
Profit after Tax (0.003) (0.003) (0.010)

71
Equity Share Capital (Par value USD 1 per share) 32.59 32.59 32.87
Reserves & Surplus (14.27) (14.27) (14.26)
Earnings per share (USD) 0 0 0
Book Value per share (USD) 22.50 22.50 22.90

Shareholding as on March 31, 2008

Name of Shareholder No. of Shares held % of Holding


Garron Limited 73,902 91.12
Granilo Holding BV (GH) 7,200 8.88

Its shares are not listed on any stock exchange.


There have been no overdue/ defaults to any banks/ financial institutions.
There has been no change in the management of the company since its incorporation.

Jayneer Captial Private Limited (company registration No: U61190MH1986PTC039204, permanent account
no: AAACG1688G, bank account no: 039305000186) was incorporated as a private company under the
Companies Act, in the name of Jayneer Consultant Private Limited on March 13, 1986. Its name was
subsequently changed to Jayneer Capital Private Limited on September 22, 1995. Its registered office is situated
at Continental Building, 135, Dr Annie Besant Road, Worli, Mumbai 400 018. It carries on business of finance,
trading and investments.

Board of Directors

The board of directors as on March 31, 2008 of the company comprises Mr. Ashok Goel, Mr. J.K. Jain, Mr.
Punit Goenka, Ms. Nirmala Baheti and Mr. Kailash Baheti.

Financial Performance

The financial results of the company for the fiscal years ended 2007, 2006 and 2005 are set forth below:

(Rs. in lakhs except for share data)


Particulars As at and for the As at and for the As at and for the
year ended March year ended March year ended March
31, 2007 31, 2006 31, 2005
Total Income 1718.8 1029.6 732.2
Profit after Tax 490.6 540.9 492.4
Equity Share Capital (Par value Rs. 10 per share) 60.1 60.1 60.1
Reserves & Surplus 1863.5 1372.9 802.0
Earnings per share (Rs.) 81.64 90.00 81.92
Book Value per share 320.07 238.44 143.45

Shareholding as on March 31, 2008

Name of Shareholder No. of Shares held % of Holding


Mr. Ashok Kumar Goel 90,000 14.98
Ms. Kavita Goel 30,200 5.02
Mr. Laxmi Narain Goel 24,000 3.99
Mr. Arpit Goel 24,000 3.99
Ms. Sulochanadevi 23,910 3.98
Mr. Ankit Goel 23,290 3.88
Mr. Atul Goel 25,000 4.16
Mr. Punit Goenka 40,000 6.66
Ms. Sushila Goenka 160,200 26.66
Mr. Amit Goenka 40,200 6.69
Mr. Gaurav Goel 30,200 5.02
Mr. Jawahar Lal Goel 30,000 4.;99
Ms. Sushiladevi Goel 30,000 4.99
Mr. Gagan Goel 30,000 4.99
TOTAL 601,000 100.00

The company being a private limited company, its shares are not listed on any stock exchange.

72
It has not become a sick company under the meaning of SICA, is not under winding up and does not have
negative net worth.

There have been no overdue/ defaults to any banks/ financial institutions.

There has been no change in the management of the company since its incorporation.

Churu Trading Company Private Limited (company registration No: U51900MH1982PTC028133,


permanent account no: AAACC4853G, bank account no: 039305000153) was incorporated as a private
company under the Companies Act, on September 3, 1982. The registered office of Churu Trading Company
Private Limited is situated at Continental Building, 135, Dr Annie Besant Road, Worli, Mumbai 400 018. It
carries on the business of finance, trading and investment.

Board of Directors

The board of directors of the company as on March 31, 2008 comprises Mr. Chhajuram Chaudhary and Mr.
Ashok B Sanghvi.

Financial Performance

The financial results of the company for the fiscal years ended 2007, 2006 and 2005 are set forth below:
(Rs. in lakhs except for share data)
Particulars As at and for the As at and for the As at and for the
year ended March year ended March year ended March
31, 2007 31, 2006 31, 2005
Total Income 2,117.8 16,950.0 280.8
Profit after Tax 676.0 15,271.6 (6,553.4)
Equity Share Capital (Par value Rs. 100 per share) 309.8 309.8 309.8
Reserves & Surplus 4,063.7 3,387.7 (11,945.9)
Earnings per share (Rs.) 218.21 4929.52 (2,115.42)
Book Value per share 1411.72 1,193.50 (3,756.14)

Shareholding as on March 31, 2008

Name of Shareholder No. of Shares held % of Holding


Ms. Sushila Goel 74,066 23.62
Ms. Sushila Goenka 40,000 12.76
Mr. Amit Goenka 11,345 3.62
Ms. Sushila Devi Goel 43,285 13.81
Mr. Gaurav Goel 15,600 4.98
Mr. Gagan Goel 3,821 1.22
Ms. Sulachona Devi Goel 60,743 19.37
Mr. Atul Goel 1,963 0.63
Sharda Goel 100 0.03
Mr. Vaibhav Goel 62,606 19.97
TOTAL 313,529 100.00

The company being a private limited company, its shares are not listed on any stock exchange. It has not
become a sick company under the meaning of SICA, is not under winding up and does not have negative net
worth.

There have been no overdue/ defaults to any banks/ financial institutions.

There has been no change in the management of the company since its incorporation.

Ganjam Trading Company Private Limited (company registration No: U51900MH1982PTC028131,


permanent account no: AAACG3975H, bank account no: 039305000154) was incorporated as a private
company under the Companies Act, on September 3, 1982. The registered office of Ganjam Trading Company
Private Limited is situated at Continental Building, 135, Dr Annie Besant Road, Worli, Mumbai 400 018. It
carries on the business of finance, trading and investments.

73
Board of Directors

The board of directors of the company as on March 31, 2008 comprises Mr. Chhajuram Chaudhary and Mr.
Ashok B Sanghvi.

Financial Performance

The financial results of the company for the fiscal years ended 2007, 2006 and 2005 are set forth below:

(Rs. in lakhs except for share data)


Particulars As at and for the As at and for the As at and for the
year ended March year ended March year ended March
31, 2007 31, 2006 31, 2005
Total Income 2522.1 500.7 262.9
Profit after Tax 720.6 (555.0) (5,703.1)
Equity Share Capital (Par value Rs. 100 per share) 107.2 106.2 106.1
Reserves & Surplus 1,218.3 (6,389.2) (6,040.6)
Earnings per share (Rs.) 672.33 (522.88) (5,374.28)
Book Value per share 1236.78 (5,919.03) (5,592.30)

Shareholding as on March 31, 2008

Name of Shareholder No. of Shares held % of Holding


Ms. Sushila Goenka 42,870 40.00
Ms. Sulachona Devi Goel 17,180 16.03
Mr. Atul Goel 655 0.61
Mr. Ankit Goel 1,800 1.68
Mr. Arpit Goel 1,800 1.68
Mr. Jawahar Lal Goel 3,000 2.80
Mr. Gaurav Goel 9,800 9.14
Mr. Gagan Goel 2,077 1.94
Ms. Sushila Devi Goel 6,558 6.12
Vaibhav Goel 21,435 20.00
TOTAL 107,175 100.00

The company being a private limited company, its shares are not listed on any stock exchange. It has not
become a sick company under the meaning of SICA, is not under winding up and does not have negative net
worth.

There have been no overdue/ defaults to any banks/ financial institutions.

There has been no change in the management of the company since its incorporation.

Premier Finance and Trading Company Limited, (company registration No: L65990MH1977PLC019636,
permanent account no: AAACP8140M, bank account no: 039305000158) was incorporated as a private
company under the Companies Act, on May 20, 1977. Its registered office is situated at Continental Building,
135, Dr Annie Besant Road, Worli, Mumbai 400 018. It converted itself into a public limited company on
January 13, 1983. Premier Finance and Trading Company Limited carries on the business of finance, trading
and investment.

Board of Directors

The board of directors of the company as on March 31, 2008 comprises Mr. J. K. Jain, Mr. Dinesh Kanodia and
Mr. Nilesh Mistry.

Financial Performance

The financial results of the company for the fiscal years ended 2007, 2006 and 2005 are set forth below:

(Rs. in lakhs except for share data)

74
Particulars As at and for the As at and for the As at and for the
year ended March year ended March year ended March
31, 2007 31, 2006 31, 2005
Total Income 1,055.5 889.0 388.6
Profit after Tax (1,145.4) 611.8 (1,590.4)
Equity Share Capital (Par value Rs. 100 per share) 5.9 5.4 5.4
Reserves & Surplus 379.8 (1,862.3) (2,506.8)
Earnings per share (Rs.) (19399.76) 11,361.82 (29,561.77)
Book Value per share (6533.19) (34,483.17) (45,887.60)

Shareholding as on March 31, 2008

Name of Shareholder No. of Shares held % of Holding


Ms. Sushila Goel 1,981 33.55
Mr. Atul Goel 1,000 16.94
Ms. Sulochanadevi 181 3.07
Mr. Gagan Goel 1,181 20.00
Mr. Vaibhav Goel 1,181 20.00
Mr. Amit Goenka 380 6.44
TOTAL 5,904 100.00

Its shares are not listed on any stock exchange. It has not become a sick company under the meaning of SICA, is
not under winding up and does not have negative net worth.

There have been no overdue/ defaults to any banks/ financial institutions.

There has been no change in the management of the company since its incorporation.

Prajatma Trading Company Private Limited (company registration No: U51900MH1982PTC028132,


permanent account no: AAACP8386K, bank account no: 039305000151) was incorporated as a private
company under the Companies Act, on September 3, 1982. The registered office of Prajatma Trading Company
Private Limited is situated at Continental Building, 135, Dr Annie Besant Road, Worli, Mumbai 400 018. It
carries on the business of finance, trading and investment.

Board of Directors

The board of directors of the company as on March 31, 2008 comprises Mr. Chhajuram Chaudhary and Mr.
Ashok B Sanghvi

Financial Performance

The financial results of the company for the fiscal years ended 2007, 2006 and 2005 are set forth below:

(Rs. in lakhs except for share data)


Particulars As at and for the As at and for the As at and for the
year ended March year ended March year ended March
31, 2007 31, 2006 31, 2005
Total Income 2,436.8 435.5 190.3
Profit after Tax (341.9) (776.9) (2,123.3)
Equity Share Capital (Par value Rs. 100 per share) 44.5 44.5 44.4
Reserves & Surplus (15,278.6) (14,936.7) (15,430.7)
Earnings per share (Rs.) (767.00) (1742.00) (4782.28)
Book Value per share (3416 1.69) (33394.92) (34654.70)

Shareholding as on March 31, 2008

Name of Shareholder No. of Shares held % of Holding


Ms. Sushila Goel 10,110 21.03
Mr. Amit Goenka 9,120 18.97
Ms. Sulochanadevi 8,979 18.68
Mr. Ankit Goel 368 0.77
Mr. Arpit Goel 268 0.56

75
Ms. Sushiladevi Goel 8,293 17.25
Mr. Gaurav Goel 766 1.59
Mr. Gagan Goel 556 1.16
Ms. Kavita Goel 3,196 6.65
Vaibhav Goel 3,268 6.80
Sharda Goel 3,150 6.55
TOTAL 48,074 100.00

The company being a private limited company, its shares are not listed on any stock exchange. It has not
become a sick company under the meaning of SICA, is not under winding up. The company has had negative
net worth in the past.

There have been no overdue/ defaults to any banks/ financial institutions.

There has been no change in the management of the company since its incorporation.

Lazarus Investments Limited (Permanent Account no: AABCL2192A, Bank Account number 01-201-10064-
00) is a company incorporated in Mauritus on August 21, 2002 It carries on business of investments. Its
registered office is situated at 10, Frere Felix de Valois Street, Port Louis, Mauritius.

Board of Directors

The board of directors of the company as on March 31, 2008 comprises Mr. Deepak Jain, Mr. Uday Gujadhur
and Mr. Shomika Luchman.

Financial Performance

The financial results of the company for the fiscal years ended December 2006, December 2005 and December
2004 are set forth below:

(Amount converted into INR (lakhs) except for per share data)
Particulars As at and for the As at and for the As at and for the
year ended year ended year ended
December 31, 2006 December 31, 2005 December 31, 2004
Total Income 1.09 0.10 0.10
Profit after Tax 0.20 (0.26) 0.09
Equity Share Capital (Par value USD 1 per share) 0.0012 0.0012 0.0012
Reserves & Surplus 24.98 8.74 10.44
Earnings per share (USD) 166.67 (216.67) 75
Book Value per share (USD) 832,636.75 291,305 347878.44

Shareholding for Class A as on March 31, 2008

Name of Shareholder No. of Shares held % of Holding


Subhash Chandra 2 Class A shares 100

Shareholding for Class B as on March 31, 2008

Name of Shareholder No. of Shares held % of Holding


Standard Chartered Bank (Mauritius) Limited 1 Class B share 100

Its shares are not listed on any stock exchange.

There have been no overdue/ defaults to any banks/ financial institutions.

There has been no change in the management of the company since its incorporation.

Briggs Trading Company Private Limited (corporate identification no.: U51900MH1982PTC028163,


permanent account no: AAACB4674J, bank account no.: 039305000159) was incorporated as a private
company under the Companies Act, on September 6, 1982. The registered office of Briggs Trading Company

76
Private Limited is situated at Continental Building, 135, Dr Annie Besant Road, Worli, Mumbai 400 018. It
carries on the business of finance, trading and investment.

Board of Directors

The board of directors of the company as on March 31, 2008 comprises Mr. Chhajuram Chaudhary and Mr.
Ashok B Sanghvi.

Financial Performance

The financial results of the company for the fiscal years ended 2007, 2006 and 2005 are set forth below:

(Rs. in lakhs except for share data)


Particulars As at and for the As at and for the As at and for the
year ended March year ended March year ended March
31, 2007 31, 2006 31, 2005
Total Income 2,938.5 388.3 183.7
Profit after Tax 887.7 (1,073.7) (5,580.9)
Equity Share Capital (Par value Rs. 100 per share) 104.3 104.3 104.2
Reserves & Surplus (18,098.1) (18,985.8) (18,608.7)
Earnings per share (Rs.) (851.17) (1,029.55) (5,356.76)
Book Value per share (17253.44) (18,104.61) (17,761.34)

Shareholding as on March 31, 2008

Name of Shareholder No. of Shares held % of Holding


Ms. Sushila Goenka 42,930 40.00
Ms. Sulochanadevi 11,858 11.05
Mr. Atul Goel 9,607 8.95
Mr. Gaurav Goel 9,978 9.30
Mr. Gagan Goel 11,487 10.70
Ms. Kavita Goel 7,607 7.09
Master Vaibhav Goel 13,858 12.91
TOTAL 1,07,325 100.00

The company being a private limited company, its shares are not listed on any stock exchange. It has not
become a sick company under the meaning of SICA, is not under winding up. The company has a negative net
worth.

There have been no overdue/ defaults to any banks/ financial institutions.

There has been no change in the management of the company since its incorporation.

Essel Infraprojects Limited (company registration No: 11- 44006, permanent account no: AAACP6095M,
bank account no: 002805660881) was incorporated in the name of Essel Amusement Park (India) Limited on
July 7, 1987, and commenced business on July 21, 1987. The name of the company was changed to Pan India
Paryatan Limited on April 20, 1992 and there has been a further change in the name of the company to Essel
Infraprojects Limited with effect from February 20, 2007. The registered office of the Company is situated at
Continental Building, 135, Dr. Annie Besant Road, Worli, Mumbai 400 018. It carries on the business of
construction, lease and management of amusement centres or parks of all the nature and to carry on, leasing or
owning or leasing out the business of hotel, motel restaurant, café, tavern bare, refreshment rooms, eating
houses, swimming pools, boarding and lodging, house keepers, clubs, association in India or abroad.

Board of Directors

The board of directors of the company as on March 31, 2008 comprises Mr. Subhash Chandra, Mr. Jawahar Lal
Goel, Mr. Sanjay Arya, Mr. Ashok Goel, Mr. Punit Goenka and Ms. Kavita Goel.

Financial Performance

The financial results of the company for the fiscal years ended 2007, 2006 and 2005 are set forth below:

77
(Rs. in lakhs except for share data)
Particulars As at and for the As at and for the As at and for the
year ended March year ended March year ended March
31, 2007 31, 2006 31, 2005
Total Income 4107.7 5201.8 3523.6
Profit after Tax 230.7 1612.0 127.2
Equity Share Capital (Par value Rs. 10 per share) 2493.2 2493.2 914.4
Reserves & Surplus 15330.6 1,5099.9 1646.8
Earnings per share (Rs.) 0.93 6.47 1.39
Book Value per share 71.27 70.36 27.27

Shareholding as on March 31, 2008

Name of Shareholder No. of Shares held % of Holding


Mr. Ashok Kumar Goel 9,28,060 3.72
M/s Jawahar Lal Goel & Sons 5,25,250 2.11
Ms. Sulochana Devi 4,33,000 1.74
Ms. Kavita Goel 3,57,010 1.43
Mr. Arpit Goel 2,82,500 1.13
Mr. Ankit Goel 2,80,500 1.13
Ms. Tara Devi Goel 2,76,500 1.11
M/s Subhash Chandra & Sons (HUF) 2,94,500 1.18
M/s Nand Kishore & Sons 70,000 0.28
Ms. Sushila S. Goel 68,510 0.27
Mr. J.L. Goel 68,010 0.27
Mr. L.N. Goel 92,010 0.37
Mr. Gaurav Goel 80,500 0.32
Ms. Sarika Goel 55,500 0.22
Mr. Gagan Goel 67,500 0.27
Mr. Atul Goel 40,000 0.16
Mr. Amit Goenka 39,000 0.16
Mr. Punit Goenka 37,500 0.15
M/s L.N. & Sons 36,000 0.14
Ms. Shradha A. Goel 36,000 0.14
Mr. Nand Kishore 32,000 0.13
Ms. Sushila J. Goel 56,010 0.22
Ms. Pooja Goenka 29,200 0.12
Mr. Vaibhav A. Goel 4,000 0.02
Mr. Subhash Chandra 1,010 0.00
Essel International Limited 18,71,030 7.5
Rama Associates Limited 4,73,600 1.9
Churu Trading Company Private Limited 2,75,900 1.11
Hermitage Investment & Trading Company 8,28,500 3.33
Rankay Investments & Trading Company Limited 4,00,500 1.61
Blue Line Motors Private Limited 2,89,000 1.16
Acqualand (India) Limited 1,65,060 0.66
Essel Minerals Private Limited 1,47,850 5.25
Briggs Trading Company Private Limited 13,08,470 5.25
Ganjam Trading Company Private Limited 92,11,853 36.95
Mod Silica Private Limited 90,000 0.36
Prajatma Trading Company Private Limited 24,000 0.10
Premier Trading Company Private Limited 55,29,412 22.18
Mr. Chhajuram Chaudhary 23,400 0.09
Mr. Kailash Bindal 60,000 0.24
Mr. Ram Sungh Bisnoi 12,150 0.05
Ms. Chandra Devi 10,900 0.04
Ms. Prabha Khetan 6,000 0.02
Mr. S.B. Khetan 3,500 0.01
Mr. M. Khetan 2,900 0.01
Mr. Rajendra Kumar 3,000 0.01
Mr. Banwarilal Khetan 3,000 0.01
Mr. Harpreet Singh 900 0.00

78
Name of Shareholder No. of Shares held % of Holding
Mr. Darshanjit Singh 540 0.00
Ms. Manmohani Kaur 450 0.00
TOTAL 2,49,31,985 100.00

Its shares are not listed on any stock exchange. It has not become a sick company under the meaning of SICA, is
not under winding up and does not have negative net worth.

There have been no overdue/ defaults to any banks/ financial institutions.

There has been no change in the management of the company since its incorporation.

Ambience Business Services Private Limited (formerly Ambience Advertising Private Limited), (company
registration No: 42380, permanent account no: AAACA9528L, bank current account no: 0011010028800001
with Bank of Bahrain & Kuwait Mumbai) was incorporated as a private limited company under the Companies
Act, 1956 on January 30, 1987. The registered office of Ambience Business Services Private Limited is situated
at 401-E Neelam Centre, S K Ahire Marg, Worli, Mumbai 400 030, India. It carries on the business of
consultancy, research and hire of business facilities. Its name was changed from Ambience Advertising Private
Limited to Ambience Business Services Private Limited on November 1, 2007.

Board of Directors

The board of directors of the company as on March 31, 2008 comprises Mr. Ashok Mathai Kurien and Ms. Elsie
Nanji.

Financial Performance

The financial results of the company for the fiscal years ended 2007, 2006 and 2005 are set forth below:

(Rs. in lakhs except for share data)


Particulars As at and for the As at and for the As at and for the
year ended March year ended March year ended March
31, 2007 31, 2006 31, 2005
Total Income 112.3 394.1 98.9
Profit after Tax 18.9 232.7 29.8
Equity Share Capital (Par value Rs. 10 per share) 15.8 15.8 15.8
Reserves & Surplus 918.5 899.6 667.0
Earnings per share (Rs.) 11.99 147.28 188.6
Book Value per share 5,831.7 5,711.8 4,234.6

Shareholding as on March 31, 2008

Name of Shareholder No. of Shares held % of Holding


Mr. Ashok Mathai Kurien 1,46,500 93.02
Ms. Diya Kurien 5,500 3.49
Ms. Priyanka Kurien 5,500 3.49
TOTAL 1,57,500 100.00

The company being a private limited company, its shares are not listed on any stock exchange. It has not
become a sick company under the meaning of SICA, is not under winding up and does not have negative net
worth.

There have been no overdue/ defaults to any banks/ financial institutions.

There has been no change in the management of the company since its incorporation.

Undertaking

We confirm that the details of the permanent account numbers, bank account numbers and passport numbers
(for individuals), company registration number and the addresses of the registrar of companies where our

79
Promoters (companies) are registered have been submitted to the Stock Exchanges on which securities are
proposed to be listed at the time of filing the Draft Letter of Offer with them.

Companies from which the Promoters have disassociated themselves

There are no companies from which the Promoters have disassociated themselves during the previous three
years

Interests of Promoters in the Company

Except as stated in “Related Party Transactions” on page 98 of this Draft Letter of Offer, unsecured loan of Rs.
32,390 lakhs taken from one of our Promoter, Churu Trading Company Private Limited and to the extent of
shareholding in our Company, our Promoters and Promoter Group do not have any other interest in our
business.

Common Pursuits

Our Promoters do not have an interest in any venture that is involved in DTH services provided by the Company
or any member of the Group Companies. For, further details on the related party transactions, to the extent of
which our Company is involved, see “Related Party Transactions” on page 98.

Promoter Group

Relatives of the Promoter that are part of the Promoter Group:

The following relatives form part of our Promoter group:

Mr. Subhash Chandra

Sr. No. Name Relationship No. of shares as on Percentage of


May 20, 2008 holding
1. Ms. Sushila Goenka Wife of Mr. Subhash Chandra NIL NIL
2. Mr. Nand Kishor Goenka Father of Mr. Subhash Chandra NIL NIL
3. Mr. Punit Goenka Son of Mr. Subhash Chandra NIL NIL
4. Mr. Amit Goenka Son of Mr. Subhash Chandra NIL NIL
5. Mrs. Sreyashi Goenka Daughter in law of Mr. Subhash Chandra NIL NIL
6. Mrs. Navyata Goenka Daughter in law of Mr. Subhash Chandra NIL NIL
7. Mrs. Pooja Dixit Daughter of Mr. Subhash Chandra NIL NIL
8. Mr. Ashim Dixit Son in law of Mr. Subhash Chandra NIL NIL
9. Mr. Jawahar Lal Goel Brother of Mr. Subhash Chandra NIL NIL
10. Mrs. Kusum Agarwal Sister of Mr. Subhash Chandra NIL NIL
11. Mrs. Urmila Gupta Sister of Mr. Subhash Chandra NIL NIL
12. Mrs. Mohini Gupta Sister of Mr. Subhash Chandra NIL NIL
13. Mr. Ashok Goel Brother of Mr. Subhash Chandra 625,250 0.15
14. Mr. Laxmi Narain Goel Brother of Subhash Chandra 10,06,500 0.24

Mr. Laxmi Narain Goel

Sr. No. Name Relationship No. of shares Percentage of


as on May 20, holding
2008
1. Ms. Sulochana Devi Wife of Mr. Laxmi Narain Goel NIL NIL
2. Mr. Nand Kishore Goenka Father of Mr. Laxmi Narain Goel NIL NIL
4. Mr. Atul Goel Son of Mr. Laxmi Narain Goel NIL NIL
5. Mr. Ankit Goel Son of Mr. Laxmi Narain Goel NIL NIL
6. Mr. Arpit Goel Son of Mr. Laxmi Narain Goel NIL NIL
7. Ms. Chetna Agarwal Daughter of Mr. Laxmi Narain Goel NIL NIL

80
8. Mr. Subhash Chandra Brother of Mr. Laxmi Narain Goel 5,00,000 0.12
9. Mr. Jawahar Lal Goel Brother of Mr. Laxmi Narain Goel NIL NIL
10. Mr. Ashok Goel Brother of Mr. Laxmi Narain Goel 6,25,250 0.15
11. Ms. Kusum Agarwal Sister of Mr. Laxmi Narain Goel NIL NIL
12. Ms. Urmila Gupta Sister of Mr. Laxmi Narain Goel NIL NIL
13. Ms. Mohini Gupta Sister of Mr. Laxmi Narain Goel NIL NIL

Ms. Sushila Goel

Sr. Name Relationship No. of Percentage


No. shares as on of holding
May 20,
2008
1. Mr. Jawahar Lal Goel Husband of Ms. Sushila Goel NIL NIL
2. Mr. Gagan Goel Son of Ms. Sushila Goel NIL NIL
3. Mr. Gaurav Goel Son of Ms. Sushila Goel NIL NIL
4. Mr. Rajindar Arya Brother of Ms. Sushila Goel NIL NIL
5. Mr. Ved Prakash Brother of Ms. Sushila Goel NIL NIL
6. Mr. Surinder Kumar Brother of Ms. Sushila Goel NIL NIL
7. Mr. Mahabir Prasad Brother of Ms. Sushila Goel NIL NIL
8. Ms. Pisto Devi Sister of Ms. Sushila Goel NIL NIL

Mr. Ashok Mathai Kurein

Sr. Name Relationship No. of Percentage


No. shares as on of holding
May 20,
2008
1. Mr. Vanchithatil Pothen Kurien Father of Mr. Ashok Mathai Kurien NIL NIL
2. Ms. Esther Kurien Mother of Mr. Ashok Mathai Kurien NIL NIL
3. Ms. Priyanka Kurien Daughter of Mr. Ashok Mathai Kurien NIL NIL
4. Ms. Diya Kurien Daughter of Mr. Ashok Mathai Kurien NIL NIL
5. Mr. Susheel Kurien Brother of Mr. Ashok Mathai Kurien NIL NIL
6. Ms. Shanti Kurien Sister of Mr. Ashok Mathai Kurien NIL NIL

Mr. Ashok Kumar Goel

Sr. Name Relationship No. of Percentage


No. shares as on of holding
May 20,
2008
1. Mrs. Kavita Goel Wife of Mr. Ashok Kumar Goel NIL NIL
2. Ms. Shradha Goel Daughter of Mr. Ashok Kumar Goel NIL NIL
3. Mr. Vaibhav Goel Son of Mr. Ashok Kumar Goel NIL NIL
4. Mrs. Kusum Agarwal Sister of Mr. Ashok Kumar Goel NIL NIL
5. Mrs. Urmila Gupta Sister of Mr. Ashok Kumar Goel NIL NIL
6. Mrs. Mohini Gupta Sister of Mr. Ashok Kumar Goel NIL NIL
7. Mr. Nand Kishor Goenka Father of Mr. Ashok Kumar Goel NIL NIL
8. Mr. Jawahar Lal Goel Brother of Mr. Ashok Kumar Goel NIL NIL
9. Mr. Laxmi Narain Goel Brother of Mr. Ashok Kumar Goel 10,06,500 0.24
10. Mr. Subhash Chandra Brother of Mr. Ashok Kumar Goel 5,00,000 0.12

The Equity Shares are held by our Promoters through companies, trusts, HUFs owned/controlled by them. The
companies forming part of the Promoter group include:

Sr. No Name of Promoter group Ventures


1. Aqualand (I) Limited
2. Asian Sky Shop Limited
3. E-City Investment & Holdings Company Private Limited
4. Essel Airport Infrastructure Private Limited

81
Sr. No Name of Promoter group Ventures
5. Essel International Limited
6. Essel Propack Limited
7. Essel Ship Breaking Limited
8. ETC Networks Limited
9. Intrex India Limited
10. Mediavest India Private Limited
11. New Media Broadcast Private Limited
12. Pan India Network Infravest Private Limited
13. Pan India Infrastructure Private Limited
14. Prime Publishing Limited
15. Rama Associates Limited
16. Solid Containers Limited
17. STC Developers Private Limited
18. Suncity Hitech Infrastructure Private Limited
19. Suncity Hitech Project Private Limited
20. Suncity Infrastructure Private Limited
21. Suncity Project Private Limited
22. Vasant Sagar Properties Private Limited
23. Wire and Wireless (India) Limited
24. Zee Entertainment Enterprises Limited
25. Zee News Limited

82
GROUP COMPANIES
.

The details of our top five listed group companies, in terms of market capitalization are under:

1. Zee Entertainment Enterprises Limited

Zee Entertainment Enterprises Limited was incorporated under name and style of Empire Holding Limited on
November 25, 1982. It obtained certificate of commencement of business on January 5, 1983. The name of the
Company was changed to Zee Telefilms Limited on September 8, 1992 and the name of the Company was
further changed to Zee Entertainment Enterprises Limited on January 10, 2007. The registration number of the
company is L92132MH1982PLC028767. The registered office of Zee Entertainment Enterprises Limited is
situated at Continental Building, 135, Dr. Annie Besant Road, Worli, Mumbai 400 018. The company is the
business of media and entertainment, majorly into content, production and broadcasting through television as a
medium.

Shareholding as on March 31, 2008

S. No. Name of Shareholder No. of Shares Percentage of holding


1 Promoters 18,01,02,368 41.54%
2. Banks, FIs, Mutual Funds 9,17,65,714 21.17%
3. Private Corporate Bodies 2,31,86,334 5.35%
4. Resident Individuals 1,17,75,231 2.72%
5 FII’s 11,87,77,224 27.40%
5. NRIs/OCBs/Foreign Bodies 79,59,894 1.82%
Total 43,35,66,765 100.00%

Directors as on March 31, 2008

1. Mr. Subhash Chandra


2. Mr. Punit Goenka
3. Mr. Laxmi Narain Goel
4. Mr. Ashok Mathai Kurien
5. Mr. D. P. Naganand
6. Mr. B. K. Syngal
7. Mr. N. C. Jain
8. Dr. M. Y. Khan
9. Mr. Gulam Noon
10. Mr. Rajan Jetley
11. Prof. R. Vaidyanathan

Financial Performance

The financial results for fiscal years ended 2007, 2006 and 2005 are as follows:

(Rs in lakhs except for per share data)


Particulars As at and for the As at and for the As at and for the
year ended year ended year ended
March 31, 2007 March 31, 2006 March 31, 2005

Total Income 92,913.3 88,241.9 69,307.1


Net Profits After Tax 16,620.8 6,908.1 16,227.2
Equity Share Capital 4,335.6 4,125.4 4,124.3
Earning Per Share (Diluted after exceptional items) 3.92 1.63 3.78
Reserves (excluding revaluation reserves) 1,89,180.9 1,50,369.1 2,09,551.6
Book Value per share 46.4 32.9 47.3

Share Quotation

The shares of the company are listed on the BSE, NSE and CSE. The details of the highest and lowest price on
BSE and NSE during the preceding six months are as follows:

83
BSE NSE
Month High (Rs.) Low (Rs.) High (Rs.) Low (Rs.)
November, 2007 340.00 279.90 339.00 278.00
December, 2007 334.40 290.05 335.90 291.50
January, 2008 338.30 169.00 333.85 217.85
February, 2008 290.00 231.50 289.00 234.00
March, 2008 272.70 227.80 272.80 226.15
April, 2008 251.95 207.30 248.50 207.20

Source: BSE, NSE website

The company has not made any public or rights issue in the last three years, other than as provided below and
there has been no change in the capital structure during the last six months. It has not become a sick company
under the meaning of SICA and is not under winding up.

Mechanism for redressal of investor grievance

The company has a Shareholders/ Investor Grievance Committee which has authorized executives/officers of
the company to attend to investors grievances periodically. The Committee meets at least once in a quarter to
monitor redressal of investor grievances. Generally, the investor grievances are dealt within seven days of the
receipt of the complaint. As of March 31, 2008, there were no investor grievance pending for disposal against
the company.

Promise versus Performance

Zee Entertainment Enterprises Limited has made a public issue of 82,00,000 equity shares of Rs. 10 each for
cash at a premium of Rs. 30 per share aggregating to Rs.2.46 million vide prospectus dated July 28, 1993. The
Issue opened on September 1, 1993 and closed on September 10, 1993.The object of the issue was to part
finance its capital expenditure, to meet the cost of purchasing of rights and to augment long term working
capital requirements. The proceeds of the issue was deployed for purposes it was raised. The promise versus
performance in respect of the public issue was as under:
(Rs. million)
1993-94 1994-95 1995-96
Proj Actual Proj Actual Proj Actual
Total Income 245.8 262.7 429.2 573.7 547.0 900.8
Total Expenditure 156.1 162.6 255.4 363.6 346.2 660.3
PAT 89.7 92.1 168.8 202.1 200.8 230.3

2. ETC Networks Limited

ETC Networks Limited incorporated under name and style of Zee Interactive Systems Limited, on August 27,
1999 and obtained certificate for commencement of business on November 19, 1999. It changed its name to
Zee Interactive Learning Systems Limited on December 14, 1999. Consequent to the scheme of amalgamation
of ETC Networks Limited with the company, the name of the company was further changed to ETC Networks
Limited on February 15, 2008. The registered office of the company is situated at Continental Building, 135, Dr.
Annie Besant Road, Worli, Mumbai 400 018. The registration number of the company is
U80220MH1999PLC121505. The company’s business comprises education and broadcasting

Shareholding as on March 31, 2008

S. No. Name of Shareholder No. of Shares Percentage of holding


1 Promoters 68,70,625 70.51%
2. Banks, FIs, and Mutual Funds 7,66,833 7.87%
3. Private Corporate Bodies 10,28,757 10.56%
4. Resident Individuals 657.799 6.75%
5. NRIs/OCBs 9,818 0.10%
6. FIIS 4,10,624 4.21%
Total 97,44,456 100.00%

Directors as on March 31, 2008

84
1. Mr. Subhash Chandra
2. Mr. Punit Goenka
3. Mr. Sumeet Mehta
4. Mr. V V Ranganathan
5. Dr. R. S. Jangid
6. Dr. Manish Agarwal

Financial Performance

The financial results for fiscal years ended 2007, 2006 and 2005 are as follows:

(Rs in lakhs except for per share data)


Particulars As at and for the As at and for the As at and for the
year ended year ended year ended
March 31, 2007* March 31, 2006 March 31, 2005
Total Income 3,116.0 2,244.2 1,238.9
Net Profits After Tax 170.07 75.7 (32.9)
Equity Share Capital 73.2 73.2 73.2
Earning Per Share 12.15 10.05 -
Reserves (excluding revaluation reserves) 90.6 79.4 (155.2)
Book Value per share 22.37 20.85 (11.20)

*The company was subject to scheme of amalgamation in the year ended March 31, 2007.

Share Quotation

The shares of the company were listed on the BSE and the NSE on March 28, 2008:

BSE NSE
Month High (Rs.) Low (Rs.) High (Rs.) Low (Rs.)
March 2008 525.00 240.00 565.00 244.00
April 2008 318.00 228.35 316.50 227.40

Source: BSE, NSE website

The company has not made any public or rights issue in the last three years. It is not a sick company under the
meaning of SICA and is not under winding up.

Mechanism for redressal of investor grievance

The company has a Shareholders/ Investor Grievance Committee which has authorized executives/officers of
the Company to attend to investors grievances periodically. The Committee meets at least once in a quarter to
monitor redressal of investor grievances. Generally, the investor grievances are dealt within seven days of the
receipt of the complaint. As of March 31, 2008 there was no investor grievance pending for disposal against the
company.

Promise versus Performance

The company has not made any capital issue in last three years.

3. Essel Propack Limited

Essel Propack Limited was originally incorporated as Essel Packagings Limited on December 22, 1982. The
name of the Company was changed from Essel Packagings Limited to Essel Packaging Limited on September
29, 1983 and subsequently from Essel Packaging Limited to Essel Propack Limited on July 25, 2001 and fresh
certificate of incorporation was obtained. Its registered office is situated at P.O. Vasind Taluka Shahapur,
Thane 421604. The registration number of the company is 11-28947 and Company Identification no. is
L74950MH1982PLC028947. The company is engaged in the business of packaging.

85
Shareholding as on March 31, 2008

S. No. Name of Shareholder No. of Shares Percentage of holding


1 Promoters 9,22,69,255 58.92
2. Banks, FIs, Mutual Funds and FIIS 2,43,66,046 15.56
3. Private Corporate Bodies 1,17,19,287 7.48
4. Resident Individuals 2,60,57,089 16.64
5. NRIs/OCBs 21,89,453 1.40
6. Others Nil Nil
Total 15,66,01,130 100

Directors as on March 31, 2008

1. Mr. Subhash Chandra


2. Mr. Ashok Kumar Goel
3. Mr. Devendra Ahuja
4. Mr. Tapan Mitra
5. Mr. K. V. Krishnamurthy
6. Mr. Boman Moradian

Financial Performance

Brief financials of Essel Propack Limited, is as under:

(Rs in lakhs except for per share data)


Particulars As at and for the As at and for the As at and for the
year ended year ended year ended
December 31, 2007 December 31, 2006 December 31, 2005

Total Income 12,181 1,02,861 83,323


Net Profits After Tax 6,081 9,855 9,015
Equity Share Capital 3,131 3,131 3,131
Earning Per Share 3.88 6.29 5.76
Reserves (excluding revaluation reserves) 78,850 73,447 67,222
Net Asset Value 1,54,245 1,31,191 1,12,916
Book Value per share 53.31 50.43 46.38

* The shares of the company were split from face value of Rs. 10 per share to Rs. 2 per share on June 8, 2006.

Share Quotation

The shares of the company are listed on the BSE and the NSE. The details of the highest and lowest price
on BSE and NSE during the preceding six months are as follows:

BSE NSE
Month High (Rs.) Low (Rs.) High (Rs.) Low (Rs.)
November 2007 67.20 46.10 67.30 46.15
December 2007 77.15 55.60 77.10 55.50
January 2008 80.00 39.05 81.40 39.75
February 2008 53.90 42.15 53.70 44.05
March 2008 46.00 29.00 46.00 29.00
April 2008 43.55 35.65 43.55 35.55

Source: BSE, NSE website

The company has not made any public or rights issue in the last three years other than as provided below and
there has been no change in the capital structure during the last six months. It has not become a sick company
under the meaning of SICA and is not under winding up.

Mechanism for redressal of investor grievance

86
The company has a Shareholders/ Investor Grievance Committee which meets as and when required, to deal and
monitor redressal of complaints from shareholders. Generally, the investor grievances are dealt within seven
days of the receipt of the complaint. As of March 31, 2008, there are no investor grievance pending against the
company.

Promise versus Performance

Essel Propack Limited has made a rights issue of 38,62,044 equity shares of Rs. 10 each for cash at a premium
of Rs. 215 per share aggregating to Rs. 8,689 lakhs to the shareholders of the company vide letter of offer dated
February 28, 1995. Issue opened on March 27, 1995 and closed on April 26, 1995. The object of the issue was
to part finance the expansion project and to meet working capital requirement. The proceeds of the issue was
deployed for purposes it was raised. The promise-v/s-performance in respect of the public issue was as under:

(Rs. in lakhs)
1994-95 1995-96 1996-97
Proj Actual Proj Actual Proj Actual
Sales 6,397 8000 10,686 11,356 12,979 15,267
PBT 1,390 1,501 2,352 2,113 2,899 2,858
PAT 1,390 1,501 2,352 2,113 2,899 2,083

1995-96: The variation between the projected and the actual figures is attributable to the devaluation of Indian
Ruppee by 12%, rise in polymer prices for most of the Financial Year, import of 53% of the raw materials
consumed by the company, and delay in anticipated changes in aluminium tubes in view of the product design
changes.

1996-97: The variation between the projected and actual figues is attributable to the revision in the schedule of
project implementation resulting in the issue proceeds partly remaining unutilized which were thereafter
invested in interest bearing short term instruments.

4. Zee News Limited

Zee News Limited was originally incorporated as Zee Sports Limited on August 27, 1999. It obtained the
certificate of commencement of business on November 19, 1999 The name of the company was changed to Zee
News Limited on May 27, 2004. The company’s identification number is L92100MH1999PLC121506. The
company is engaged in the business of broadcasting of television channels. Its registered office is situated at
Continental Building, 135 Dr Annie Besant Road, Worli, Mumbai 400 018

Shareholding as on March 31, 2008

S. No. Name of Shareholder No. of Shares Percentage of holding


1 Promoters 12,98,17,043 54.14%
2. Banks, FIs, Mutual Funds 4,66,33,849 19.45%
3. Private Corporate Bodies 1,24,83,656 5.21%
4. Resident Individuals 1,80,44,201 7.52%
5. NRIs/Ocbs/ Foreign Bodies 51,45,027 2.15%
6. FIIS 2,76,40,180 11.53%
Total 23,97,63,956 100

Directors as on April 5, 2008

1. Mr. Subhash Chandra


2. Mr. Laxmi Narain Goel
3. Mr. Naresh Kumar Bajaj
4. Mr. Kancharana Upendra Rao
5. Mr. Vinod Bakshi
6. Mr. V. V. Ranganathan

Financial Performance

The financial results for fiscal years ended 2007, 2006 and 2005 are as follows:

87
(Rs in lakhs except for per share data)
Particulars As at and for the As at and for the As at and for the
year ended year ended year ended
March 31, 2007 March 31, 2006 March 31, 2005

Total Income 24,878.7 3,622.6 120


Net Profits After Tax 994.2 181.6 (3.8)
Equity Share Capital 2,397.6 4,180 100
Earning Per Share (on Re. 1 share) 0.41 0.18 (0.38)
Reserves (excluding revaluation reserves) 16,026.5 13,240.6 NIL
Book Value per share 76.84 41.68 10.0
* Calculated on Rs.10 face value per equity share

Share Quotations

The shares of the company are listed on the BSE and the NSE. The details of the highest and lowest price on
BSE and NSE during the preceding six months are as follows:

BSE NSE
Month High (Rs.) Low (Rs.) High (Rs.) Low (Rs.)
November 2007 75.55 55.50 75.40 55.00
December 2007 84.30 67.50 83.20 68.20
January 2008 92.00 45.85 92.50 48.25
February 2008 68.20 42.90 68.25 44.80
March 2008 54.55 38.05 54.35 38.75
April 2008 61.80 47.35 61.50 47.25
Source: BSE, NSE website

The company has not made any public or rights issue in the last three years and there has been no change in the
capital structure during the last six months. It has not become a sick company under the meaning of SICA and is
not under winding up.

Mechanism for redressal of investor grievance

The company has a Shareholders/ Investor Grievance Committee which meets as and when required, to deal and
monitor redressal of complaints from shareholders. Generally, the investor grievances are dealt within seven
days of the receipt of the complaint. As of March 31, 2008, there are no investor grievance pending against the
company.

Promise versus Performance

Zee News Limited has not made any public or rights issue as Zee News Limited was listed on the Stock
Exchanges on January 10, 2007 pursuant to the Demerger Scheme of Zee Entertainment Enterprises Limited by
which news business, comprising of news and regional channels were transferred to Zee News Limited. For
more information see section titled “History of the Company and Other Corporate Matters” on page 53 of this
Draft Letter of Offer.

5. Wire and Wireless (India) Limited

Wire and Wireless (India) Limited was incorporated on March 24, 2006. It obtained the certificate of
commencement of business on March 27, 2006. The company identification number Wire and Wieless (India)
Limited is U64200MH2006PLC160733. The company is engaged in the cable business. Its registered office is
situated at Continental Building, 135 Dr Annie Besant Road, Worli, Mumbai 400 018.

Shareholding as on March 31, 2008

S. No. Name of Shareholder No. of Shares Percentage of holding


1 Promoters 10,56,64,198 48.64
2. Banks, FIs, Mutual Funds 1,53,14,636 7.06
3. Private Corporate Bodies 1,67,89,801 7.73
4. Resident Individuals 3,05,67,436 14.07

88
5. NRIs/OCBs/ Foreign Bodies/ Foreign
58,24,811 2.68
Nationals
6. FIIS 4,30,56,871 19.82
Total 21,72,17,753 100

Directors as on March 31, 2008

1. Mr. Subhash Chandra


2. Mr. Brijendra K Syngal
3. Mr. Davangere Prahlad Naganand
4. Mr Amit Goenka
5. Mr. Sanjay Jain

Financial Performance

The financials results of Wire & Wireless (India) Limited for the period ended March 31, 2007 is as follows:

(Rs in lakhs except for per share data)


Particulars As at and for the
year ended
March 31, 2007
Total Income 19,270.1
Net Profits After Tax (11,111.5)
Equity Share Capital 2,172.4
Earning Per Share (5.21)
Reserves (excluding revaluation reserves) 28,41.9
Book Value per share 23.08

As the company was incorporated on March 24, 2006, there are no financial statements prior to period ending
March 31, 2007.

Share Quotations

The shares of the company are listed on the BSE and the NSE. The details of the highest and lowest price on
BSE and NSE during the preceding six months are as follows:

BSE NSE
Month High (Rs.) Low (Rs.) High (Rs.) Low (Rs.)
November 2007 71.70 37.40 75.80 36.75
December 2007 107.40 69.75 102.35 70.00
January 2008 103.40 35.15 103.40 34.50
February 2008 56.85 40.80 56.90 41.00
March 2008 46.90 29.80 47.85 29.85
April 2008 45.85 35.00 45.85 34.85
Source: BSE, NSE website

The company has not made any public or rights issue in the last three years and there has been no change in the
capital structure during the last six months. It has not become a sick company under the meaning of SICA and is
not under winding up.

Mechanism for redressal of investor grievance

The company has a Shareholders/ Investor Grievance Committee which meets as and when required, to deal and
monitor redressal of complaints from shareholders. Generally, the investor grievances are dealt within seven
days of the receipt of the complaint. As of March 31, 2008, there are no investor grievance pending against the
company.

Promise versus Performance

Wire and Wireless (India) Limited has not made any public or rights issue as Wire and Wireless (India) Limited
was listed on the BSE and NSE on January 10, 2007 and at CSE on January 10, 2007 pursuant to the scheme of

89
arrangement by which Zee Entertainment Enterprises Limited and Siti Cable Network Limited had transferred
their cable business undertaking to Wire and Wireless (India) Limited, as approved by the order of the High
Court of Judicature at Bombay dated November 17, 2006.

Group companies which have negative net worth/have become sick industrial undertakings/under
winding-up

Except as provided hereinbelow, none of the group companies have negative networth or have been declared as
sick industrial undertakings or are referred for winding up.

1. Asian Sky Shop Limited

Asian Sky Shop Limited was originally incorporated as Metropolitan Leasing Limited on July 13, 1984. The
name of the company was changed to Asian Sky Shop Limited on February 3, 2006. The company’s registration
number is 55-18831. The company is engaged in the business of marketing fitness, lifestyle, entertainment and
children products through the medium of television. Its registered office is situated at Essel House, B-10,
Lawrence Road Industrial Area, New Delhi 110035.

Shareholders as on March 31, 2008

S. No. Name of Shareholder No. of Shares Percentage of holding


1 Promoters 292,080 73.02%
2. Banks, FIs, Mutual Funds Nil Nil
3. Private Corporate Bodies Nil Nil
4. Resident Individuals 107,920 26.98%
5 FII’s Nil Nil
5. NRIs/OCBs/Foreign Bodies Nil Nil
Total 4,00,000 100.00%

Directors as on March 31, 2008

1. Mr. Jawahar Lal Goel;


2. Mr. Ashok Mathai Kurien; and
3. Mr. Dinesh Vadiwala.

Financial Performance

The audited financial results of Asian Sky Shop Limited for the last three financial years are as follows

(In Rs. lakhs, except per share data)


March 31, 2007 March 31, 2006 March 31, 2005
Sales and other income 176.14 356.27 534.87
Profit/ (Loss) after tax (15.108) (10.542) (7.013)
Equity capital (par value Rs. 10 per share) 40.0 40.0 40.0
Reserves and Surplus (excluding revaluation reserves) - - -
Earnings/ (Loss) per share (diluted) (Rs.) (37.77) (26.36) (17.53)
Book value per equity share (Rs.) (35.19) (22.22) (2.29)

Share Quotations

The shares of the company are listed on the Delhi Stock Exchange and are infrequently traded therefore share
price details of past six months is unavailable.

The company has not made any public or rights issue in the last three years and there has been no change in the
capital structure during the last six months. It has not become a sick company under the meaning of SICA and is
not under winding up.

Mechanism for redressal of investor grievance

90
The company has a Shareholders/ Investor Grievance Committee which meets as and when required, to deal and
monitor redressal of complaints from shareholders. Generally, the investor grievances are dealt within seven
days of the receipt of the complaint. As of March 31, 2008, there is no investor grievance pending against the
company.

Promise versus Performance

The equity shares of Asian Sky Shop Limited are not traded since December 23, 2007, the company can not
quantify promise versus performance.

2. Suncity Hi-Tech Infrastructure Private Limited

Suncity Hi-Tech Infrastructure Private Limited was incorporated as a private limited company on December 13,
2005. The company’s registration number is U45201DL2005PTC143614. The company is engaged in the
business of development of real estate projects. Its registered office of the company is situated at N-49, First
Floor, Connaught Place, New Delhi 110 001.

Shareholders as on March 31, 2008

S. No. Name of Shareholder No. of Shares Percentage of holding


1. Suncity Projects Private Limited 3,000 30
2. Odeon Builders Private Limited 1,500 15
3. Nikhil Footwears Private Limited 3,000 30
4. Essel Housing Projects Private Limited 250 2.50
5. Ansal Housing & Construction Limited 250 2.50
6. E-City Entertainment (India) Private Limited 1,000 10
7. Pan India Paryatan Limited 1,000 10
Total 10,000 100

Directors as on March 31, 2008

1. Mr. Laxmi Narain Goel;


2. Mr. Subhash Aggarwal; and
3. Mr. Ashok Bansal.

Financial Performance

The audited financial results of Suncity Hi-Tech Infrastructure Private Limited for the last three financial years
are as follows
(In Rs. lakhs, except per share data)
March 31, 2007 March 31, 2006 March 31, 2005
Sales and other income 0.1 0.1 -
Profit/ (Loss) after tax (5.6) (2.7) -
Equity capital (par value Rs. 10 per 1.0 1.0 -
share)
Reserves and Surplus (excluding (8.3) (2.7) -
revaluation reserves)
Earnings/ (Loss) per share (diluted) (55.68) (26.01) -
(Rs.)
Book value per equity share (Rs.) (90.01) (36.63) -

3. Suncity Hi-Tech Projects Private Limited

Suncity Hi-Tech Projects Private Limited was incorporated as a private limited company on December 13, 2005.
The company’s registration number is U45201DL2005PTC143613. The company is engaged in the business of
development of real estate projects. Its registered office is situated at N-49, First Floor, Cannaught Place, New
Delhi 110 001.

Shareholders as on March 31, 2008

91
S. No. Name of Shareholder No. of Shares Percentage of holding
1. Suncity Projects Private Limited 3,000 30
2. Odeon Builders Private Limited 1,500 15
3. Nikhil Footwears Private Limited 3,000 30
4. Essel Housing Projects Private Limited 250 2.50
5. Ansal Housing & Construction Limited 250 2.50
6. E-City Entertainment (I) Private Limited 1,000 10
7. Pan India Paryatan Limited 1,000 10
Total 10,000 100

Directors as on March 31, 2008

1. Mr. Laxmi Narain Goel;


2. Mr. Subhash Chander; and
3. Mr. Ashok Bansal.

Financial Performance

The audited financial results of Suncity Hi-Tech Projects Private Limited for the last two financial years as the
Company was incorporated in December 2005, are as follows

(In Rs. lakhs, except per share data)


March 31, 2007 March 31, 2006
Sales and other income Nil Nil
Profit/ (Loss) after tax (0.13) (0.06)
Equity capital (par value Rs. 10 per share) 0.10 0.10
Reserves and Surplus (excluding revaluation reserves) (1.89) (0.57)
Earnings/ (Loss) per share (diluted) (Rs.) (13.21) (5.74)
Book value per equity share (Rs.) (15.85) (4.94)

4. Mediavest India Private Limited

Mediavest India Private Limited (corporate identification no.: U92132MH2001PTC130426, permanent account
no: AACCM4290K, bank account no.: 14102000015048) was incorporated as a private company under the
Companies Act, on 11th January 2001. The registered office of Mediavest India Private Limited is situated at
Continental Building, 135, Dr Annie Besant Road, Worli, Mumbai 400 018. It carries on the business of buying,
selling, procuring, commissioning films and entertainment software for their exhibition, distribution and
dissemination on TV channels through various mediums and also to make investment in companies for
promotion of similar activities and/or own or make investment imprint media companies.

Board of Directors

The board of directors of the company as on March 31, 2008 comprises Mr. Himanshu Mody and Mr. Ashok
Sanghvi.

Financial Performance

The financial results of the company for the fiscal years ended 2007, 2006 and 2005 are set forth below:

(Rs. in lakhs except for share data)


Particulars As at and for the As at and for the As at and for the
year ended March year ended March year ended March
31, 2007 31, 2006 31, 2005
Total Income 34.0 0.1 NIL
Profit after Tax (477.3) (305.6) (1,101.4)
Equity Share Capital (Par value Rs. 100 per share) 1 1 1
Reserves & Surplus (1,884.9) (1,407.5) (1,101.9)

92
Earnings per share (Rs.) (4,773.60) (3,056.70) (11,014.60)
Book Value per share (18,839.23) (14,065.63) (11,008.93)

Shareholding as on March 31, 2008

Name of Shareholder No. of Shares held % of Holding


Prajatma Trading Company Pvt. Ltd. 10,000 100.00
TOTAL 10,000 100.00

The company being a private limited company, its shares are not listed on any stock exchange. It has not
become a sick company under the meaning of SICA, is not under winding up and does not have negative net
worth.

There have been no overdue/ defaults to any banks/ financial institutions.

5. Essel International Limited

Essel International Limited was incorporated as a public company on June 28, 1994 under the Companies Act. It
is registered with the Registrar of Companies, National Capital Territory of Delhi, Haryana and Punjab, with
registration number 5559874. The company has its registered office situated at B-10, Lawrence Road Industial
Area New Delhi and is engaged in the business of Trading.

Board of Directors

The board of directors of the company as on March 31, 2008 comprises Mr. Laxmi Narain Goel, Mrs. Sulochna
Devi and Mr. Jawahar Lal Goel.

Financial Performance

The audited financial results of Essel International Limited for the last three financial years are as follows

(In Rs. Millions, except per share data)


March 31, 2007 March 31, 2006 March 31, 2005
Sales and other income 2.551500 .0.632198 0.838714
Profit/ (Loss) after tax (2.502074) (2.698933) (2.284820)
Equity capital (par value Rs. 10 per share) 31489900 31489900 31489900
Reserves and Surplus (excluding revaluation reserves) 0 0 0
Earnings/ (Loss) per share (diluted) (Rs.) (0.79) (0.86) (0.73)
Book value per equity share (Rs.) - - -

Shareholding as on March 31, 2008

Name of Shareholder No. of Shares held % of Holding


Mr. Laxmi Narain Goel 30,010 0.95
Mr. Jawahar Lal Goel 2,27,010 7.21
Mr. Ashok Goel 2,51,510 7.99
Ms. Sulochna Devi 43,310 1.38
Ms. Sushila Goel 36,010 1.14
Mr. Prosenjit Chandra Lahiri 10 Negligible
Ms. Chetna Goel 10 Negligible
Essel International Private Limited 1,86,800 5.93
Blue Line Moters Private Limited 2,63,100 8.36
Nand Kishore & Sons (HUF) 46,000 1.46
Subhash Chandra & Sons (HUF) 3,64,000 11.56
Premier Finance and Trading Company Limited 1,04,000 3.30
Jawahar Lal & Sons (HUF) 1,39,600 4.43
Ashok Kumar & Sons (HUF) 100 0.003

93
Name of Shareholder No. of Shares held % of Holding
Mr. Nand Kishore 6,12,600 19.45
Ms. Kavita Goel 1,00,100 3.18
Mr. Ankit Goel 100 0.003
Mr. Arpit Goel 100 0.003
Mr. Anup Kumar Chhawchharia 100 0.003
Royal Tools Private Limited 6,84,500 21.74
Munna Lal Lachman Dass (HUF) 10 Negligible
Mr. Jagan Nath 10 Negligible
Essel Minerals Private Limited 60,000 1.91
TOTAL 31,48,990 100 (approximately)

The shares of the company are not listed on any stock exchange. It has not become a sick company under the
meaning of SICA, is not under winding up and does not have negative net worth.

There have been no overdue/ defaults to any banks/ financial institutions.

94
OUR SUBSIDIARIES

We have three subsidiaries which are listed below:

1. Agrani Convergence Limited;


2. Agrani Satellite Services Limited and
3. Integrated Subscribers Management Services Limited

1. Agrani Convergence Limited

Agrani Convergence Limited was incorporated as a public company on June 30, 2000 and obtained certificate
for commencement of business on July 28, 2000. Its registered office is situated at B-10, Lawrence Road,
Industrial Area, Delhi 110 035.

The main object of the company is retailing, merchandising and reselling of products and services related to
convergence in the telecommunication, information technology and learning, media, entertainment and also for
other related products and services.

Directors as on March 31, 2008

1. Mr. Puneet Goenka


2. Mr. Atul Goel
3. Mr. Amit Goyal

Shareholding as on March 31, 2008

Name of the shareholder No. of Percentage of holdings (%)


shares held
Dish TV India Limited 1,24,70,537 51.00
Premier Finance & Trading Company Private Limited 1 0.00
Churu Trading Company Private Limited 1 0.00
Mr. Ashok N Goel 1 0.00
Ganjam Trading Company Private Limited 1 0.00
Prajatma Trading Company Private Limited 1 0.00
Briggs Trading Company Private Limited 1 0.00
Essel Agro Private Limited 119,81,503 49
TOTAL 2,44,52,046 100

Financial performance

The operating results of Agrani Convergence Limited for fiscal year 2007, 2006 and 2005 (based on audied
financial statements) are as hereunder:

(Amount in Rs. lakhs except for share data)


Particulars As at and For As at and For As at and For
the period ended the period ended the period ended
March 31, 2007 March 31, 2006 March 31, 2005
Total Income 122.87 451.25 2,752.60
Profit / (Loss) after tax (43.28) (205.52) (1,086.87)
Equity Capital 2,445.20 2,445.20 2,445.20
Reserve (4,058.92) (4,015.64) (3,810.13)
Basic Earning per share (0.18) (0.85) (4.44)
Book value per share (6.60) (6.42) (5.58)

The equity shares of Agrani Convergence Limited are not listed and it has not made any public or rights issue in
the preceeding three years. It has not become a sick company under the meaning of SICA and it is not referred
for winding up.

2. Agrani Satellite Services Limited

95
Agrani Satellite Services Limited was incorporated as a public company on June 30, 2000 and obtained
certificate for commencement of business on July 28, 2000. Its registered office is situated at B-10, Lawrence
Road, Industrial Area, New Delhi 110 035. Agrani Satellite Services Limited is engaged in a project to own,
establish and operate a C & Ku band satellite system, and to market and lease their bandwidth capacities to
various users in India.

The main object of the company is to develop, acquire, launch, operate and maintain all kinds of
communications satellites in outer space for providing all kinds of telecommunications, audio and video
distribution / broadcasting, multimedia, messaging, data and Internet Protocol (IP) services; Marketing,
Distribution and sales of all kinds of satellite capacities for and services involving telecommunications, audio
and video distribution / broadcasting, multimedia, messaging, data and Internet Protocol (IP) services.

Directors as on March 31, 2008

1. Mr. Subhash Chandra


2. Mr. Punit Goenka
3. Mr. K Narayanan

Shareholding as on March 31, 2008

Name of the shareholder No. of Percentage of holdings


shares held (%)
Dish TV India Limited 9,44,00,997 99.99
Premier Finance & Trading Company Private Limited 1 0.00
Churu Trading Company Private Limited 1 0.00
Mr. Ashok N Goel 1 0.00
Mr. Laxmi Narain Goel 1 0.00
Ganjam Trading Company Private Limited 1 0.00
Prajatma Trading Company Private Limited 1 0.00
Briggs Trading Company Private Limited 1 0.00
TOTAL 9,44,01,004 100

Financial performance

The operating results of Agrani Satellite Services Limited for fiscal year 2007, 2006 and 2005 (based on audied
financial statements) are as hereunder:

(Amount in Rs. lakhs except for share data)


Particulars As at and For As at and For As at and For
the period ended the period ended the period ended
March 31, 2007 March 31,2006 March 31,2005
Total Income Nil Nil Nil
Profit / (Loss) after tax Nil Nil Nil
Equity Capital 9,440.10 9,440.10 9,440.10
Reserve Nil Nil Nil
Basic Earning per share Nil Nil Nil
Book value per share 10 10 10

The equity shares of Agrani Satellite Services Limited are not listed and it has not made any public or rights
issue in the preceeding three years. It has not become a sick company under the meaning of SICA and it is not
referred for winding up.

3. Integrated Subscribers Management Services Limited

Integrated Subscribers Management Services Limited was incorporated as Agrani Telecom Limited on June 25,
2001 and obtained certificate of commencement of business on July 18, 2002. The name of the Company was
subsequently changed to Integrated Subscribers Management Services Limited by way of fresh certificate of
incorporation dated September 15, 2003. Integrated Subscribers Management Services Limited carries on the

96
business of providing services on commercial basis pertaining to subscribers management including raising and
collection of bills, collection and maintenance of subscribers information, preparation of required report and call
centre activities. The registered office of Integrated Subscribers Management Services Limited is situated at B-
10, Lawrence Road, Industrial Area, New Delhi 110 035.

The company is engaged in the business of subscriber management services including billing services, viewing
cards and payment handling and to deal in and provide various kinds of entertainment contents and services.

Directors as on March 31, 2008

1. Mr. Mukesh Mittal


2. Mr. Ankush Garg
3. Mr. Manoj Sheth

Shareholding as on March 31, 2008

Name of the shareholder No. of Percentage of holdings


shares held (%)
Dish TV (India) Limited 49,400 98.8
Mr. Suresh Kumar 100 Negligible
Mr. Vimal Kumar Agarwal 100 Negligible
Mr. Mukesh Mittal 100 Negligible
Mr. Rakesh Kumar Singh 100 Negligible
Mr. Suresh Aroraa 100 Negligible
Mr. Jain Kumar Jain 100 Negligible
TOTAL 50,000 100.00

Financial performance

The operating results of Integrated Subscribers Management Services Limited for fiscal year 2007, 2006 and
2005 (based on audied financial statements) are as hereunder:

(Amount in Rs. lakhs except for share data)


Particulars As at and For As at and For As at and For
the period ended the period ended the period ended
March 31, 2007 March 31, 2006 March 31, 2005

Total Income 2,819.62 1,364.15 558.75


Profit / (Loss) after tax (22.71) 167.04 (54.34)
Equity Capital 5.00 5.00 5.00
Reserve 73.85 96.39 (70.73)
Basic Earning per share (45.41) 334.01 (108.69)
Book value per share 157.70 202.78 (131.45)

The equity shares of Integrated Subscribers Management Services Limited are not listed and it has not made any
public or rights issue in the preceeding three years. It has not become a sick company under the meaning of
SICA and it is not referred for winding up.

97
RELATED PARTY TRANSACTIONS

List of Related Parties

List of parties where control exists.


Name of Subsidiary Extent of Holding (In Percentage) as at
31 Dec '07 31 Mar '07 31 Mar '06 31 Mar '05
Agrani Convergence Limited
51.00 51.00 51.00 100.00
(Holding reduced to 51% on March 31, 2006)
Agrani Satellite Services Limited 100.00 100.00 100.00 100.00
Agrani Wireless Services Limited*@ - - - 98.80
Agrani Satellite Communication Enterprises (Gibraltor)
- - - 100.00
Limited *
Integrated Subscribers Management Services Ltd
100.00 100.00 - -
(Formerly known as Agrani Telecom Limited)#
Quick Call Private Limited*$ - - - 50.96
Smart Talk Private Limited*$ - - - 50.96
Bhilwara Telenet Services Private Limited*$ - - - 50.96
Procall Private Limited*$ - - - 99.37
Agrani Telecom Limited. (Formerly known as Essel
- - - 98.01
Telecom Holding Limited)*$
* Ceased to be subsidiary on 31st March '2006.
# Ceased to be subsidiary on 28 August '2003 and again became subsidiary on 1 April '2006 on transfer of investment to
the parent company under the Scheme of Arrangement.
$ Became subsidiary on 4th December 2002
@ Holding reduced to 52.294% on April 13, 2005

Other Related Parties


Period ended 31st Year ended Year ended Year ended
December, 2007 31st March, 2007 31st March, 2006 31st March, 2005
Smart Talk Private Limited Smart Talk Private Limited Smart Talk Private Essel Corporate Services
Essel Corporate Services Essel Corporate Services Limited* Private Limited
Private Limited Private Limited Essel Corporate Services Essel Agro Private Ltd
Essel Agro Private Ltd Essel Agro Private Ltd Private Limited Cyquator Technologies
Cyquator Technologies Cyquator Technologies Essel Agro Private Ltd Private Limited
Limited Limited Cyquator Technologies Zee Telefilms Ltd (Now
Zee Entertainment Zee Entertainment Limited known as Zee Entertainment
Enterprises Limited Enterprises Limited Zee Telefilms Ltd (now Enterprises Limited)
Pan India Network Infravest Pan India Network Infravest known as Zee Pan India Network Infravest
Private Limited Private Limited Entertainment Enterprises Private Limited
Pan India Paryatan Limited Pan India Paryatan Limited Limited) Ayepee Lamitubes Limited
Ayepee Lamitubes Limited Ayepee Lamitubes Limited Pan India Network Suncity Projects Limited
Procall Private Limited Procall Private Limited Infravest Private Limited Afro-Asian Satellite
Suncity Projects Limited Suncity Projects Limited Ayepee Lamitubes Communication (Gibraltar)
Afro-Asian Satellite Afro-Asian Satellite Limited Limited
Communication (Gibraltar) Communication (Gibraltar) Procall Private Limited* Afro-Asian Satellite
Limited Limited Suncity Projects Limited Communication (U.K.)
Afro-Asian Satellite Afro-Asian Satellite Afro-Asian Satellite Limited
Communication (U.K.) Communication (U.K.) Communication ASC Telecommunication
Limited Limited (Gibraltar) Limited Limited
ASC Telecommunication ASC Telecommunication Afro-Asian Satellite Asia Today Limited
Limited Limited Communication (U.K.) Asia TV Limited
Asia Today Limited Asia Today Limited Limited Ganjam Trading Co. Private
Asia TV Limited Asia TV Limited ASC Telecommunication Ltd
Zee News Limited Zee News Limited Limited Intrex India Limited
Rupee Finance & Ganjam Trading Co. Private Asia Today Limited Zee Turner Limited
Management Private Limited Ltd Asia TV Limited Siti Cable Network Limited
ITZ Cash Card Limited Rupee Finance & Ganjam Trading Co New Era Entertainment
Wire and Wireless India Management Private Limited Private Ltd Network Limited

98
Limited ITZ Cash Card Limited Intrex India Limited Integrated Subscribers
Dakshin Media Gamming Wire and Wireless India Zee Turner Limited Management Services
Solutions Private Limited Limited Bhilwara Telenet Services Limited
Rama Associates Limited Dakshin Media Gamming Private Limited* Jay Properties Private
Zee Turner Limited Solutions Private Limited Quick Call Private Limited
Zee Interactive Learning Rama Associates Limited Limited* Prajatma Trading Company
Systems Limited Zee Turner Limited Essel Telecom Holding Private Limited
Kenlott Gamming Solutions Zee Interactive Learning Limited* Veena Investment Private
Private Limited Systems Limited Siti Cable Network Limited
Brio Academic Kenlott Gamming Solutions Limited Jawahar Lal Goel,
Zee Foundation Private Limited New Era Entertainment Interactive Tredex Private
Zee Akash News Private Brio Academic Network Limited Limited
Limited, Zee Foundation Integrated Subscribers Kavita Goel
E City Entertainment (I) Zee Akash News Private Management Services Zee Interactive Learning
Private Limited Limited Limited System Limited
Zee Sports Limited E City Entertainment (I) Jay Properties Private
Bhilwara Telenet Services Private Limited Limited
Private Limited, Zee Sports Limited Prajatma Trading
Quick Call Private Limited Bhilwara Telenet Services Company Private Limited
ETC Networks Limited Private Limited Veena Investment Private
Diligent Media Corporation Quick Call Private Limited Limited
Limited ETC Networks Limited Kenllot Gaming Solution
Indian Cable Net Company Diligent Media Corporation Private Limited
Limited Limited Intrective Tredex Private
Intrex Tradex Private Indian Cable Net Company Limited
Limited Limited Agrani Wireless Services
Pan India Network Mr Jawahar Lal Goel Ltd.*
Investment (P) Limited
Agrani Telecom Limited * Ceased to be subsidiary
Agrani Satellite on March 31st, 2006
Communication
(Gib.)Limited
Essel Shyam
Communication Limited
Essel Shyam Technology
Limited

Director/Key Managerial Personnel


Mr. Subhash Chandra Mr. Subhash Chandra Mr. Subhash Chandra Mr. Subhash Chandra
Mr. Jawahar Lal Goel Mr. Jawahar Lal Goel# Mr. Laxmi Narain Goel Mr. Laxmi Narain Goel
Mr. Ashok Kurien Mr. Ashok Kurien# Mr. Ashok Goel Mr. Ashok Goel
Mr. B.D.Narang Mr. B.D.Narang,# Mr. Puneet Goenka Mr. Puneet Goenka
Mr. Arun Duggal Mr. Arun Duggal# Mr.Rajagopalan Mr.Rajagopalan
Mr. Pritam Singh* Mr. Laxmi Narayan Goel* Chandrashekhar Chandrashekhar
Mr. Eric Zinterhofer$ Mr. Punit Goenka*
Mr.Rajagopalan
Chandrashekhar*
Mr. Ashok Goel*
*w.e.f April 27 , 2007 * Upto January 6, 2007
$w.e.f October 22, 2007 # w.e.f. January 6, 2007

99
Restated Summary Statement of Related Party Transaction
(Rs. In lacs)
Period ended Year ended Year ended Year ended
Particular 31st December, 31st March, 31st March, 31st March,
2007 2007 2006 2005
With Other Related Parties:
Sales, Services & Recoveries (Net of Taxes) 939.77 4726.63 1,200.13 644.63
Zee Entertainment Enterprises Limited 147.89 1,783.22 85.94 83.23
Zee News Limited 219.01 711.45 46.45 -
Asia Today Limited 316.12 348.97 177.53 27.42
Asia TV Limited - 248.05 172.25 -
Zee Turner Limited 5.00 745.21 - 19.01
Essel Agro Private Limited - - 591.44 67.51
New Era Entertainment Network Ltd. - - 87.50 415.19
Others 251.75 889.73 39.02 32.27
Purchase of Goods & Services 6,881.37 9,877.73 5,163.27 89.54
Zee Turner Limited 3,913.65 8,025.22 26.24 -
Zee Entertainment Enterprises Limited 899.34 674.52 360.80 46.05
ITZ Cash Card Limited 253.16 255.66 54.90 32.63
Essel Agro Private Limited 1,426.78 710.25 7.81 -
New Era Entertainment Network Ltd. - - 3,714.87 -
Integrated Subscribers Management Services Limited - - 937.23 0.20
Agrani Convergence Limited - - - -
Others 388.44 212.08 61.42 10.66
Rent Paid 51.02 55.72 8.64 -
Zee Entertainment Enterprises Limited 22.12 43.34 8.64 -
E-City Entertainment (I) Private Limited 11.51 12.38 - -
Rama Associates Limited 17.39 - - -
Interest Paid 1,464.23 520.12 67.41 -
Zee Entertainment Enterprises Limited 1,176.04 496.25 67.41 -
Rupee Finance & Management Private Ltd. 281.71 9.51 - -
Others 6.48 14.36 - -
Donation - 25.00 - -
Zee Foundation - 25.00 - -
Interest Received 447.75 528.19 3.81 248.55
Essel Agro Private Limited 378.35 460.18 3.81 -
ASC Telecommunication Limited 65.13 68.01 - -
Ganjam Trading Company Private Limited 248.55
Wire & Wireless India Limited 4.27 - - -
Purchase of Fixed Assets 35.82 7,289.34 6,943.18 640.13
Wire & Wireless India Limited 35.82 29.61 - -
Zee Entertainment Enterprises Limited - 7,256.46 6,930.34 639.96
Others - 3.27 12.84 0.17
Sale of Fixed Assets - 5.96 12.16 -
Agrani Telecom Limited - 5.96 - -
Siti Cable Network Limited - - 12.16 -
Sale of Investment - - 2,022.17 -
Essel Agro Private Limited - - 2,022.17 -
Loan, Advance and Deposit Taken (Including 34,705.41 6,421.28 10,141.85 2,690.26
advance against share application money)
Zee Entertainment Enterprises Limited 19,900.00 3,263.25 31.11 -
Wire & Wireless India Limited - 1,053.00 - -
Rupee Finance & Management Private Ltd. 14,800.00 2,100.00 - -
New Era Entertainment Network Ltd. - - 6,900.00 2,541.21
Essel Agro Private Limited - - 830.00 -
Ganjam Trading Co. Private Limited - - 1,787.83 -
Integrated Subscribers Management Services Limited - - 500.00 -
Others 5.41 5.03 92.91 149.05
Repayment of Loan, Advance and Deposit Taken 7,619.09 2,922.49 81.00 518.02

100
Period ended Year ended Year ended Year ended
Particular 31st December, 31st March, 31st March, 31st March,
2007 2007 2006 2005
Essel Agro Private Limited - 250.00 - -
Wire & Wireless India Limited - 1,053.00 - -
Rupee Finance & Management Private Ltd. 7,600.00 1,600.00 - -
Kenlott Gaming Solutions Private Limited - - 21.00 -
New Era Entertainment Network Limited - - - 433.27
Zee Interactive Learning System Private Limited - - - 73.00
Others 19.09 19.49 60.00 11.75
Loan, Advance and Deposit Given 1,483.86 4,236.41 13,896.42 9,381.88
Intrex India Ltd. 1,482.86 - - -
Essel Agro Private Limited - 3,136.46 11,986.06 -
ASC Telecommunication Limited - 941.00 584.59 -
Agrani Telecom Limited - - 36.25 -
Prajatma Trading Company Private Limited - - 355.00 2,070.00
Veena Investment Private Limited - - 700.00 2,055.00
Ganjam Trading Co. Pvt Ltd. - - - 5,184.08
Others 1.00 158.95 234.52 72.80
Refund Received against Loan, Advance and 34.71 2,508.78 13,017.44 6,406.89
Deposit Given
ASC Telecommunication Limited 15.00 155.11 293.86 -
Ganjam Trading Co.(P) Ltd. - - 982.42 4,201.66
Essel Agro Private Limited 18.00 2,312.82 - -
Jay Properties (P) Ltd. - - 5,073.23 1,839.00
Prajatma Trading Company Private Limited - - 3,430.75 355.00
Veena Investment Private Limited - - 2,755.00 -
Others 1.71 40.85 482.18 11.23
Amount Written Off 4.56 - - -
Zee Turner Limited 4.56 - - -
Corporate Guarantee Given - 240.00 - -
Procall Private Limited - 200.00 - -
Quick Call Private Limited - 15.00 - -
Smart Talk Private Limited - 15.00 - -
Bhilwara Telenet Services Limited - 10.00 - -
Corporate Guarantee received - 22,240.31 - -
Zee Entertainment Enterprises Limited - 22,240.31 - -
Provision for Doubtful Advances - 80.31 - -
Brio Academic - 79.50 - -
Others - 0.81 - -
Assets & Liabilities Received Pursuant to Scheme
of Arrangement
DCS undertaking of Zee Entertainment - 13,856.07 - -
Enterprises Limited
Total Assets - 17,119.52 - -
Total Liabilities - 3,263.45 - -
Siti Cable Network Limited - (4,245.84) - -
Total Assets - 10,118.49 - -
Total Liabilities - 14,364.33 - -
New Era Entertainment Network Limited - 98.20 - -
Total Assets - 11,414.15 - -
Total Liabilities - 11,315.95 - -
Assets & Liabilities Received pursuant to Slump
Sale
Essel Agro Private Limited - (4511.78) - -
Total Assets - 15,249.00 - -
Total Liabilities - 19,755.78 - -
Purchase Consideration - 5.00 - -
Key Management Personnel
Remuneration to Managing Director 42.82 12.94 - -

101
Period ended Year ended Year ended Year ended
Particular 31st December, 31st March, 31st March, 31st March,
2007 2007 2006 2005
Jawahar Lal Goel 42.82 12.94 - -
Salary & Allowances - 10.15 - -
Jawahar Lal Goel - 10.15 - -
Balance at the end of period:
With Other Related Parties:
Loan, Deposit and Advances Given 26,019.62 23,991.35 22,029.49 23,457.77
Afro-Asian Satellite Comm. (UK) Limited 3,768.82 3,768.82 3,768.82 3,768.82
Afro-Asian Satellite Comm. (Gib.) Limited 8,277.08 8,277.08 8,277.08 8,277.08
Agrani Satellite Comm. (Gib.) Limited 38.41 38.41 38.41 -
ITZ Cash Card Limited 2,806.03 1,331.28 - -
Essel Agro Private Limited 9,507.78 8,996.56 9,233.33 -
Jay Properties (P) Ltd. - - - 5,073.23
ASC Telecommunication Limited 1,489.97 1,439.82 585.93 -
Veena Investment Private Limited - - - 2,055.00
Prajatma Trading Company Private Limited - - - 3,075.75
Others 131.53 139.38 125.92 1,207.89
Provision outstanding against advances given 12,164.61 12,164.61 12,084.31 12,084.31
Afro-Asian Satellite Comm. (UK) Limited 3,768.82 3,768.82 3,768.82 3,768.82
Afro-Asian Satellite Comm. (Gib.) Limited 8,277.08 8,277.08 8,277.08 8,277.08
Others 118.71 118.71 38.41 38.41
Loan, Deposit and Advances Taken (Including 31,054.20 2,454.08 1,844.83 6,055.70
advance share application money)
Suncity Project Limited 27.00 27.00 27.00 27.00
Kenlott Gaming Solutions Private Limited - 19.00 19.00 -
Ayepee Lamitube Limited 10.78 10.78 10.78 10.78
Zee Entertainment Enterprises Limited 21,076.25 - - 139.45
Wire & Wireless India Limited - 38.06 - -
Rupee Finance & Management P. Ltd. 7,983.94 506.37 - -
Ganjam Trading Co. Private Limited - 1,787.83 1,787.83 -
New Era Entertainment Network Ltd. - - - 4,364.78
Play Win Infrawest Private Limited - - - 1,370.00
Others 1,956.23 65.04 0.22 143.69
Creditors for expenses and other liabilities 19,552.61 15,876.05 8,661.74 2,857.24
Zee Entertainment Enterprises Limited 7,877.92 7,399.69 4,616.88 452.66
New Era Entertainment Network Ltd. - - 2,670.53 -
Integrated Subscribers Management Services Limited - - 1,164.44 -
Zee Turner Limited 10,494.44 8,006.33 - -
ITZ Cash Card Limited - - 35.69 34.49
ASC (UK) - - - 1,868.41
ASC(Martitus) - - - 496.57
Others 1,180.25 470.03 174.20 5.12
Debtors 4,305.48 3,757.00 702.50 199.48
Asia Today Limited 461.27 237.72 178.58 27.42
Asia TV Limited - 164.73 172.25 -
Zee News Limited 598.24 468.82 - -
Zee Entertainment Enterprises Limited 2,061.56 1,933.22 0.53 0.89
Essel Agro Private Limited - - 153.33 61.84
New Era Entertainment Network Ltd. - - 85.54 2.22
Interactive Traders India Limited - - 101.37 101.37
Others 1,184.41 952.51 10.90 5.74
Corporate Guarantee Given 240.00 240.00 40.00 500.00
Procall Private Limited 200.00 200.00 - -
Quick Call Private Limited 15.00 15.00 15.00 -
Smart Talk Private Limited 15.00 15.00 15.00 -
Bhilwara Talent Services Limited 10.00 10.00 10.00 -
Suncity Project Limited - - - 500.00

102
Period ended Year ended Year ended Year ended
Particular 31st December, 31st March, 31st March, 31st March,
2007 2007 2006 2005
Corporate Guarantee Received 20,050.00 22,240.31 4,000.00 4,000.00
Zee Entertainment Enterprises Limited 20,050.00 22,240.31 4,000.00 4,000.00

Note:1 The related party transaction disclosed are as per the requirement of Accounting Standard ‘18’.
2 Accounting Standard 'AS-18' became applicable to the Company for the financial year ended March
31, 2005 hence above statement is for the financial year ended March 31, 2005 and onwards.
3. The above Statement should be read with the Significant Accounting Policies and selected notes to
Restated Summary Statement as appearing in Annexure D to this report.

Summary of Related Party Statements for Dish TV India Limited (Standalone)


List of Related Parties

List of Parties where control exists.


Name of Subsidiary Extent of Holding (In Percentage) as at
31 Dec '07 31 Mar '07 31 Mar '06 31 Mar '05
Agrani Convergence Limited
(Holding reduced to 51% on March 31, 2006) 51.00 51.00 51.00 100.00
Agrani Satellite Services Limited 100.00 100.00 100.00 100.00
Agrani Wireless Services Limited*@ - - - 98.80
Agrani Satellite Communication Enterprises
(Gibraltor) Limited * - - - 100.00
Integrated Subscribers Management Services
Ltd (Formerly known as Agrani Telecom
Limited)# 100.00 100.00 - -
Quick Call Private Limited*$ - - - 50.96
Smart Talk Private Limited*$ - - - 50.96
Bhilwara Telenet Services Private Limited*$ - - - 50.96
Procall Private Limited*$ - - - 99.37
Agrani Telecom Limited. (Formerly known as
Essel Telecom Holding Limited)*$ - - - 98.01
* Ceased to be subsidiary on 31st March '2006.
# Ceased to be subsidiary on 28 August '2003 and again became subsidiary on 1 April '2006 on transfer of investment to
the parent Company under the Scheme of Arrangement.
$ Became subsidiary on 4th December 2002
@ Holding reduced to 52.294% on April 13, 2005

103
Other Related Parties
Period ended Year ended Year ended Year ended
31st December, 2007 31st March, 2007 31st March, 2006 31st March, 2005
Smart Talk Private Smart Talk Private Smart Talk Private Essel Corporate
Limited, Limited, Limited,* Services Private
Essel Corporate Services Essel Corporate Essel Corporate Services Limited,
Private Limited, Services Private Private Limited, Cyquator Technologies
Essel Agro Private Ltd , Limited, Essel Agro Private Ltd , Private Limited,
Cyquator Technologies Essel Agro Private Ltd, Cyquator Technologies Zee Telefilms Ltd
Limited, Cyquator Technologies Limited, (Now known as Zee
Zee Entertainment Limited, Zee Telefilms Ltd (Now Entertainment
Enterprises Limited, Zee Entertainment known as Zee Enterprises Limited)
Pan India Network Enterprises Limited, Entertainment Enterprises Pan India Network
Infravest Private Limited, Pan India Network Limited) Infravest Private
Pan India Paryatan Infravest Private Pan India Network Limited,
Limited, Limited, Infravest Private Limited, Ayepee Lamitubes
Ayepee Lamitubes Pan India Paryatan Ayepee Lamitubes Limited,
Limited, Limited, Limited, Suncity Projects
Procall Private Limited, Ayepee Lamitubes Procall Private Limited,* Limited,
Suncity Projects Limited, Limited, Suncity Projects Limited, Afro-Asian Satellite
Afro-Asian Satellite Procall Private Limited, Afro-Asian Satellite Communication
Communication Suncity Projects Communication (Gibraltar) Limited,
(Gibraltar) Limited, Limited, (Gibraltar) Limited, Afro-Asian Satellite
Afro-Asian Satellite Afro-Asian Satellite Afro-Asian Satellite Communication (U.K.)
Communication (U.K.) Communication Communication (U.K.) Limited,
Limited, (Gibraltar) Limited, Limited, ASC
ASC Telecommunication Afro-Asian Satellite ASC Telecommunication Telecommunication
Limited, Communication (U.K.) Limited, Limited,
Asia Today Limited, Limited, Asia Today Limited, Asia Today Limited,
Asia TV Limited, ASC Asia TV Limited, Ganjam Trading Co.
Zee News Limited, Telecommunication Ganjam Trading Private Ltd,
Rupee Finance & Limited, Co.Private Ltd, Siti Cable Network
Management Private Asia Today Limited, Intrex India Limited, Limited,
Limited, Asia TV Limited, Zee Turner Limited, New Era Entertainment
ITZ Cash Card Limited, Zee News Limited, Bhilwara Telenet Services Network Limited,
Wire and Wireless India Ganjam Trading Co. Private Limited,* Integrated Subscribers
Limited, Private Ltd, Quick Call Private Management Services
Dakshin Media Gamming Rupee Finance & Limited,* Limited,
Solutions Private Limited, Management Private Essel Telecom Holding Jay Properties Private
Rama Associates Limited, Limited, Limited,* Limited,
Zee Turner Limited, ITZ Cash Card Limited, Siti Cable Network Jawahar Lal Goel,
Zee Interactive Learning Wire and Wireless Limited, Kavita Goel.
Systems Limited, India Limited, New Era Entertainment Zee Interactive
Kenlott Gamming Dakshin Media Network Limited, Learning System
Solutions Private Limited, Gamming Solutions Integrated Subscribers Limited
Brio Academic, Private Limited, Management Services
Zee Foundation, Rama Associates Limited,
Zee Akash News Private Limited, Jay Properties Private
Limited, Zee Turner Limited, Limited,
E City Entertainment (I) Zee Interactive Kenllot Gaming Solution
Private Limited, Learning Systems Private Limited,
Zee Sports Limited, Limited, Agrani Wireless Services
Bhilwara Telenet Services Kenlott Gamming Ltd.*
Private Limited, Solutions Private Agrani Sattelite Services
Quick Call Private Limited, Limited (Gib.)
Limited, Brio Academic, * Ceased to be subsidiary
ETC Networks Limited, Zee Foundation, on March 31st, 2006
Diligent Media Zee Akash News
Corporation Limited, Private Limited,

104
Other Related Parties
Period ended Year ended Year ended Year ended
31st December, 2007 31st March, 2007 31st March, 2006 31st March, 2005
Indian Cable Net E City Entertainment
Company Limited, (I) Private Limited,
Intrex Tradex Private Zee Sports Limited,
Limited, Bhilwara Telenet
Pan India Network Services Private
Investment (P) Limited, Limited,
Agrani Telecom Limited, Quick Call Private
Agrani Satellite Limited,
Communication ETC Networks Limited,
(Gib.)Limited, Diligent Media
Essel Shyam Corporation Limited,
Communication Limited, Indian Cable Net
Essel Shyam Technology Company Limited,
Limited. Mr Jawahar Lal Goel.

Director/Key Managerial Personnel


Mr. Subhash Chandra Mr. Subhash Chandra Mr. Subhash Chandra Mr. Subhash Chandra
Mr. Jawahar Lal Goel Mr. Jawahar Lal Goel# Mr. Laxmi Narain Goel Mr. Laxmi Narain Goel
Mr. Ashok Kurien Mr. Ashok Kurien# Mr. Ashok Goel Mr. Ashok Goel
Mr. B.D.Narang Mr. B.D.Narang# Mr. Puneet Goenka Mr. Puneet Goenka
Mr. Arun Duggal Mr. Arun Duggal# Mr.Rajagopalan Mr.Rajagopalan
Mr. Pritam Singh* Mr. Laxmi Narayan Chandrashekhar Chandrashekhar
Mr. Eric Zinterhofer$ Goel*
Mr. Punit Goenka*
Mr.Rajagopalan
Chandrashekhar*
Mr. Ashok Goel*

*w.e.f April 27 , 2007 * Upto January 6, 2007


$w.e.f October 22, 2007 # w.e.f. January 6, 2007

105
Restated Summary Statement of Related Party transaction

(Rs. in Lacs)
period ended 31st year ended 31st year ended 31st year ended 31st
December 2007 March, 2007 March, 2006 March, 2005
Total Amount Total Amount Total Amount Total Amount
Particular
Amount for Major Amount for Major Amount for Amount for
Parties Parties Major Major
Parties Parties
(i) With Subsidiries
Companies
Purchase of Goods & 3,979.84 2,747.33 - 8.06
Services-
Integrated Subscribers 3,979.84 2,747.33 - -
Management Services
Limited
Quick Call Private Limited - - - 5.06
Smart Talk Private Limited - - - 2.50
Others - - - 0.50
Sales,Services & 232.58 - - 482.54
Recoveries (Net of Taxes)
Integrated Subscribers 232.58 - - -
Management Services
Limited
Agrani Convergance - - - - 482.54
Limited
Purchase of Fixed Assets - - 23.82 -
Agrani Satellite Services - - 23.82 -
Limited
Loan,Advance and 2,956.30 66.36 1,688.55 260.30
Deposit Given (including
Share Application
Money)
Agrani Satellite Services 2,956.30 66.36 288.31 158.09
Limited
Agrani Convergance - - 608.33 102.11
Limited
Agrani Wireless Service - - 428.75 -
Limited
Agrani Telecom Limited - - 274.31 -
Others - - 88.85 0.10
Refund Received against - - 2,069.14 56.28
Loan,Advance and
Deposit Given
Agrani Satellite Services - - 356.17 32.31
Limited
Agrani Convergance - - 715.05 7.94
Limited
Agrani Wireless Service - - 699.30 16.00
Limited
Quick Call Private Limited - - 298.62 -
Others - - - 0.03
Customer Security 8,806.78 - - -
transferred by
Integrated Subscribers 8,806.78 - - -
Management Services
Limited
Diminution in the value of - 1,247.05 - -
Investment
Agrani Convergence - 1,247.05 - -
Limited
(ii) With Other Related - - - -
Parties:
Sales,Services & 914.92 4,675.99 1,188.72 490.53

106
period ended 31st year ended 31st year ended 31st year ended 31st
December 2007 March, 2007 March, 2006 March, 2005
Total Amount Total Amount Total Amount Total Amount
Particular
Amount for Major Amount for Major Amount for Amount for
Parties Parties Major Major
Parties Parties
Recoveries (Net of Taxes)
Zee Entertainment 147.89 1,783.22 83.55 53.11
Enterprises Limited
Zee News Limited 219.01 711.45 46.45 -
Asia Today Limited 316.12 348.97 177.53 27.42
Asia TV Limited - 248.05 172.25 -
Zee Turner Limited - 738.40 - -
Essel Agro Private Limited - - 591.44 -
New Era Entertainment - - 87.50 410.00
Network Limited
Others 231.90 845.90 30.00 -
Purchase of Goods & 6,866.67 9,877.73 5,140.04 56.71
Services
Zee Turner Limited 3,913.65 8,025.22 26.24 -
Zee Entertainment 884.64 674.52 360.80 46.05
Enterprises Limited
ITZ Cash Card Limited 253.16 255.66 32.29 -
Essel Agro Private Limited 1,426.78 710.25 7.81 -
New Era Entertainment - - 3,714.87 -
Network Limited
Integrated Subscribers - - 937.23 0.20
Management Services
Limited
Others 388.44 212.08 60.80 10.46
Rent Paid 45.98 49.00 8.64 -
Zee Entertainment 17.08 36.62 8.64 -
Enterprises Limited
E-City Entertainment (I) 11.51 12.38 - -
Private Limited
Rama Associates Limited 17.39 - - -
Interest Paid 1,464.23 520.12 67.41 -
Zee Entertainment 1,176.04 496.25 67.41 -
Enterprises Limited
Rupee Finance & 281.71 9.51 - -
Management Private Ltd.
Others 6.48 14.36 - -
Donation - - 25.00 - - - - -
Zee Foundation - 25.00 - -
Interest Received 447.75 528.19 3.81 258.55
Essel Agro Private Limited 378.35 460.18 3.81 -
Ganjam Trading Company - - - 258.55
Private Limited
ASC Telecmmunication 65.13 68.01 - -
Limited
Wire & Wireless India 4.27 - - -
Limited
Purchase of Fixed Assets 35.82 7,289.34 6,943.18 639.96
Wire & Wireless India 35.82 29.61 - -
Limited
Zee Entertainment - 7,256.46 6,930.34 639.96
Enterprises Limited
Others - 3.27 12.84 -
Sale of Investment - - 2,022.17 -
Essel Agro Private Limited - - 2,022.17 -
Loan,Advance and 34,700.00 6,416.25 8,354.02 2,690.26
Deposit Taken (including
against share apllication

107
period ended 31st year ended 31st year ended 31st year ended 31st
December 2007 March, 2007 March, 2006 March, 2005
Total Amount Total Amount Total Amount Total Amount
Particular
Amount for Major Amount for Major Amount for Amount for
Parties Parties Major Major
Parties Parties
money)
Essel Agro Private Limited - - 830.00 -
Zee Entertainment 19,900.00 3,263.25 31.11 -
Enterprises Limited
Wire & Wireless India - 1,053.00 - -
Limited
Rupee Finance & 14,800.00 2,100.00 - -
Management Private Ltd.
New Era Entertainment - - 6,900.00 2,541.21
Network Limited
Integrated Subscribers - - 500.00 -
Management Services
Limited
Others - - 92.91 149.05
Repayment of Loan, 7,619.00 2,903.00 21.00 518.02
Advance and Deposit
Taken
Essel Agro Private Limited - 250.00 - -
Wire & Wireless India - 1,053.00 - -
Limited
Rupee Finance & 7,600.00 1,600.00 - -
Management Private Ltd.
Kenlotte Gaming Solution - - 21.00 -
(P) Ltd.
New Era Entertainment - - - 433.27
Network Limited
Zee Interactive Learning - - - 73.00
Systems Limited
Others 19.00 - - 11.75
Loan,Advance and 1,482.86 4,173.37 9,248.90 5,251.84
Deposit Given
Intrex India Ltd. 1,482.86 - - -
Essel Agro Private Limited - 3,136.46 8,434.62 -
ASC Telecommunication - 941.00 584.59 -
Limited
Ganjam Trading Company - - - 5,184.08
Private Limited
Others - 95.91 229.69 67.76
Refund Received against 33.00 2,473.93 6,802.00 6,044.58
Loan,Advance and
Deposit Given
ASC Telecommunication 15.00 155.11 293.86 -
Limited
Essel Agro Private Limited 18.00 2,312.82 - -
Ganjam Trading Company - - 982.42 4,201.66
Private Limited
Jay properties Private - - 5,073.23 1,839.00
Limited
Others - 6.00 452.49 3.92
Corporate Guarantee - 240.00 - -
Given
Procall Private Limited - 200.00 - -
Quick Call Private Limited - 15.00 - -
Smart Talk Private Limited - 15.00 - -
Bhilwara Telenet Services - 10.00 - -
Limited
Corporate Guarantee - 22,240.31 - -
received

108
period ended 31st year ended 31st year ended 31st year ended 31st
December 2007 March, 2007 March, 2006 March, 2005
Total Amount Total Amount Total Amount Total Amount
Particular
Amount for Major Amount for Major Amount for Amount for
Parties Parties Major Major
Parties Parties
Zee Entertainment - 22,240.31 - -
Enterprises Limited
Provision for Doubtful - 80.31 - -
Advances
Brio Acedmic - 79.50 - -
Others - 0.81 - -
Assets & Liabilities
Received Pursuant to
Scheme of Arrangement
DCS undertaking of Zee - 13,856.07 - -
Entertainment
Enterprises Limited
Total Assets - 17,119.52 - -
Total Liabilities - 3,263.45 - -
Siti Cable Network - (4,245.84) - -
Limited
Total Assets - 10,118.49 - -
Total Liabilities - 14,364.33 - -
New Era Entertainmet - 98.20 - -
Network Limited
Total Assets - 11,414.15 - -
Total Liabilities - 11,315.95 - -
Assets & Liabilities
Received pursuant to
Slump Sale
Essel Agro Private - (4,511.78) - -
Limited
Total Assets - 15,249.00 - -
Total Liabilities - 19,755.78 - -
Purchase Consideration - 5.00 - -
Key Management
Personnel
Remuneration to 42.82 - - -
Managing Director
Jawahar Lal Goyal 42.82 - - -
Salary & Asslowances - 10.15 - -
Jawahar Lal Goyal - 10.15 - -
Balance at the end of
period:
With Subsidiries
Companies:
Invesment 10,692.15 10,692.15 10,687.15 12,510.66
Agrani Satellite Services 9,440.10 9,440.10 9,440.10 9,440.10
Limited
Agrani Convergance 1,247.05 1,247.05 1,247.05 2,445.20
Limited
Integrated Subscribers 5.00 5.00 - -
Management Services
Limited
Others - - - 625.36
Loan,Deposit and 10,446.95 3,341.70 3,275.34 5,999.89
Advances Given
Agrani Satellite Services 6,298.00 3,341.70 3,275.34 3,246.52
Limited
Integrated Subscribers 4,148.95 - - -
Management Services
Limited

109
period ended 31st year ended 31st year ended 31st year ended 31st
December 2007 March, 2007 March, 2006 March, 2005
Total Amount Total Amount Total Amount Total Amount
Particular
Amount for Major Amount for Major Amount for Amount for
Parties Parties Major Major
Parties Parties
Agrani Convergence - - - 1,232.12
Limited
Agrani Wireless Service - - - 521.31
Limited
Others - - - 999.94
Debtors - - - 206.34
Agrani Convergence - - - 106.72
Limited
Agrani Satellite Services - - - 99.62
Limited
Creditors for expenses 930.64 6,766.07 - -
and other liabilities
Integrated Subscribers 921.37 6,753.55 - -
Management Services
Limited
Agrani Convergance 9.27 12.52 - -
Limited
Corporate Guarantee - - 40.00 140.00
Given
Quick Call Private Limited - - 15.00 15.00
Smart Talk Private Limited - - 15.00 15.00
Bhilwara Telenet Services - - 10.00 10.00
Limited
Agrani Convergence - - - 100.00
Limited
Corporate Guarantee - - 4,000.00 - - -
Received
Zee Entertainment - - 4,000.00 -
Enterprises Limited
With Other Related
Parties:
Loan,Deposit and 25,979.25 23,941.55 22,011.53 18,314.51
Advances Given
Afro-Asian Satellite 3,768.82 3,768.82 3,768.82 3,768.82
Comm. (UK) Limited
Afro-Asian Satellite 8,277.08 8,277.08 8,277.08 8,277.08
Comm. (Gib.) Limited
Agrani Satellite Comm. 38.41 38.41 38.41 -
(Gib.) Limited
ITZ Cash Card Limited 2,806.03 1,331.28 - -
Essel Agro Private Limited 9,507.78 8,996.56 9,233.33 -
ASC Telecommunication 1,489.96 1,439.82 585.93 -
Limited
Jay Properties Limited - - - 5,073.23
Others 91.17 89.58 107.96 1,195.38
Provision outstanding 12,164.61 12,164.61 12,084.31 12,084.31
against advances given
Afro-Asian Satellite 3,768.82 3,768.82 3,768.82 3,768.82
Comm. (UK) Limited
Afro-Asian Satellite 8,277.08 8,277.08 8,277.08 8,277.08
Comm. (Gib.) Limited
Others 118.71 118.71 38.41 38.41
Loan,Deposit and 29,200.44 601.21 56.78 4,481.62
Advances Taken
New Era Entertainment - - - 4,364.78
Network Limited
Suncity Project Limited 27.00 27.00 27.00 27.00
Kenlott Gaming Solutions - 19.00 19.00 -

110
period ended 31st year ended 31st year ended 31st year ended 31st
December 2007 March, 2007 March, 2006 March, 2005
Total Amount Total Amount Total Amount Total Amount
Particular
Amount for Major Amount for Major Amount for Amount for
Parties Parties Major Major
Parties Parties
Private Limited
Ayepee Lamitube Limited 10.78 10.78 10.78 10.78
Zee Entertainment 21,076.04 - - -
Enterprises Limited
Wire & Wireless India - 38.06 - -
Limited
Rupee Finance & 7,983.94 506.37 - -
Management P.Ltd.
Others 102.68 - - 79.06
Creditors for expenses 19,416.16 15,733.31 8,626.05 448.85
and other liabilities
Zee Entertainment 7,764.41 7,305.84 4,616.88 447.77
Enterprises Limited
New Era Entertainment - - 2,670.53 -
Network Limited
Integrated Subscribers - - 1,164.44 -
Management Services
Limited
Zee Turner Limited 10,494.44 8,006.33 - -
Essel Corporate Services - - - -
Limited
Others 1,157.31 421.14 174.20 1.08
Debtors 4,077.97 3,645.08 529.65 27.42
Asia Today Limited 461.27 237.72 178.58 27.42
Asia TV Limited - 164.73 172.25 -
Zee News Limited 598.24 468.82 - -
Zee Entertainment 2,061.56 1,933.22 - -
Enterprises Limited
Essel Agro Private Limited - - 91.49 -
New Era Entertainment - - 85.54 -
Network Limited
Others 956.90 840.59 1.79 -
Corporate Guarantee 240.00 240.00 40.00 540.00
Given
Procall Private Limited 200.00 200.00 - -
Quick Call Private Limited 15.00 15.00 15.00 15.00
Smart Talk Private Limited 15.00 15.00 15.00 15.00
Bhilwara Telenet Services 10.00 10.00 10.00 10.00
Limited
Suncity Project Limited - - - 500.00
Corporate Guarantee 20,050.00 22,240.31 4,000.00 4,000.00
Received
Zee Entertainment 20,050.00 22,240.31 4,000.00 4,000.00
Enterprises Limited

Note: 1 Major parties denote who account for 10% or more of the aggregate for that category of transaction.
2. The related party transaction disclosed are as per the requirement of Accounting standard ‘18’.
3. Accounting Standard 'AS-18' became applicable to the Company for the financial year ended March
31, 2005 hence above statement is for the financial year ended March 31, 2005 and onwards.
4. The above Statement should be read with the Significant Accounting Policies and selected notes to
accounts Restated Summary Statement as appearing in Annexure 4 to this report.

111
FINANCIAL STATEMENTS

AUDITORS REPORT

The Board of Directors


Dish TV India Limited
(formerly known as ASC Enterprises Limited)
B-10, Lawrence Road Industrial Area,
New Delhi-110035

Dear Sirs,

1. We have examined the Consolidated Financial Information (‘CFI’) of Dish TV India Limited
(formerly known as ASC Enterprises Limited) (herein after referred to as ‘the Company’) and
its Subsidiaries [together referred to as ‘the group’], as stated in Note 5 of para B of
Annexure-D, annexed to this report for each of the financial period ended on December 31,
2007 and financial years ended on March 31, 2007, 2006, 2005, 2004 and 2003 prepared by
the Company and approved by the Board of Directors for the proposed Rights Issue of equity
shares of the Company, in accordance with the requirements of:

A. paragraph B of part II of Schedule II to the Company Act, 1956 (hereinafter referred


to as ‘the Act’);
B. the Securities and Exchange Boards of India (Disclosure and Investor Protection)
Guidelines 2000 (‘the Guidelines’) and the clarifications issued by the Securities and
Exchange Board of India (hereinafter referred to as ‘SEBI’) on January 19, 2000 as
amended time to time, in pursuance of Section 11 of the Securities and Exchange
Boards of India Act, 1992;
C. the term of reference received from the Company; and
D. the Guidance Note on Reports in Company Prospectuses and Guidance Note on audit
Reports / Certificates on Financial Information in Offer Documents Issued by the
Institute of Chartered Accounts of India (ICAI).

2. The Consolidated Financial Information as referred to in Para 1 above are based on


followings:

a) The Consolidated Financial Statements (CFS) of the group which have been audited
by us for the nine months ended December 31, 2007 and financial years ended on
March 31, 2007. The Financial Statements for the nine months ended December 31,
2007 are approved by the Board of Directors of the Company for the purpose of
disclosure in the Offer Document being issued by the Company in connection with
the Right Issue of Equity Shares of the Company.

b) The Company had not prepared Consolidated Financial Statements for the year ended
March 31, 2006, 2005, 2004 and 2003 as the same was not applicable to the
Company at that time. However for the purpose of proposed Rights Issue, the
Company has prepared Consolidated Financial Information for Right Issue (CFIR)
for all these years. The CFI referred to in Para 1 above for all these years are based
on CFIR prepared and certified by the management of the Company.

c) Included in the CFS and CFIR of the Group are certain entities whose assets and
revenues for the nine months ended December 31, 2007 and financial years ended
March 31, 2007, 2006, 2005, 2004 and 2003, as detailed below, were not audited by
us. This report, in so far as it relates to the amount included in respect of those
entities and period and years, is based solely on financial statements audited under
the Act and reports issued by the respective auditors.
(Rs in lacs)
Particulars Financial Period / years
(Not audited December March 31, March 31, March 31, March 31, March 31,
by us) 31, 2007 2007 2006 2005 2004 2003
Assets 5,842.73 4,299.80 - - - -

112
Revenues 135.84 72.29 - 62.11 394.88 65.95

d) Included in the CFS and CFIR for the year ended March 2003 are revenues of Rs.
352.15 lacs relating to subsidiaries, which became subsidiaries during the year, are
based on financial statement certified by Management of the Company This report, in
so far as it relates to the above amounts included is based solely on financial
statements certified by the Company managements.

e) Included in the CFS & CFIR for the year ended March 2006, 2005, 2004 and 2003
are assets and revenues of one foreign subsidiary, foreign currency translation for
which is done by the management of the Company. This report, in so far as it relates
to the above amounts included is based solely on foreign currency translation
certified by the Company managements.

3. We report that:

(a) (i) Restated Summary Statement of Assets and Liabilities of the Group, as at December
31, 2007 and March 31, 2007, 2006, 2005, 2004 and 2003 is as set out in Annexure A
to this report, after making such adjustments and regroupings, as described in Para
(3)(a)(v) below, as in our opinion are appropriate and more fully described in the
notes appearing in Annexure D to this report.

(ii) The Restated Summary Statement of Profit and Loss of the Group for the nine
months period ended December 31, 2007 and for the financial years ended March 31,
2007, 2006, 2005, 2004 and 2003 is as set out in Annexure B to this report. These
profits and losses have been arrived at after making such adjustments and
regroupings as described in Para (3)(a)(v) below, as in our opinion are appropriate
and more fully described in the notes appearing in Annexure D to this report

(iii) The Restated Summary Statement of Cash Flows for the nine months period ended
December 31, 2007 and for the financial years ended March 31, 2007, 2006 and 2005
is as set out in Annexure C to this report, after making such adjustments and
regroupings in Para (3)(a)(v) below, as in our opinion are appropriate and more fully
described in the notes appearing in Annexure D to this report. Restated Summary
Statement for the financial year ended March 31, 2004 and 2003 not provided as in
the opinion of the Company, the Accounting Standard AS 3 became applicable on the
Company from accounting period starting from April 1, 2004 only.

(iv) The Statement of Significant Accounting Policies applied to all reporting periods in
the financial information, described in Para 3(a)(i) to 3(a)(iii) above, as appearing in
Para A of Annexure D to this report, the Statement of Significant Selected Notes on
the Restated Summary Statement of Assets and Liabilities and Restated Summary
Statement of profit and loss account and Statement of qualifications in Auditor’s
Report during the reporting period, as in our opinion are appropriate and more fully
described in the notes appearing in para B of Annexure D to this report.

(v) On the basis of our examination of these “Restated Summary Statements”, as


highlighted above, we state that:

i. As explained in Note 13 of Para B of Annexure D to this report, correction


of accounting policies have been adjusted with retrospective effect in the
attached “Restated Summary Statements”.

ii. As explained in Note 14.1 of Para B of Annexure D, qualifications in the


auditors’ report which require any adjustments in the “Restated Summary
Statements” have been made. However, the qualifications in the auditors’
report in respect of nine months ended December 31, 2007 and financial
year ended March 31, 2007, 2006, 2005, 2004 and 2003, where it is not
possible to make adjustments/ rectifications, have been summarised in Note
14.2, 14.3 and 14.4 of Para B of Annexure D to this report;

113
iii. Notes on adjustments for Restated Summary Statements are given in para C
of Annexure D to this report, material amounts relating to previous years
have been adjusted in the “Restated Statements Summary” in the years to
which they relate irrespective of the year in which the event triggering the
profit or loss or asset and liability occurred;

iv. Exceptional items have been separately disclosed in the Restated Summary
Statements however there are no extraordinary items, which need to be
disclosed separately in the Restated Summary Statements and

v. There are no revaluation reserves which need to be disclosed separately in


the “Restated Summary Statements”.

As a result of these adjustments, the amounts reported in the above mentioned


statements/financial information are not necessarily the same as those appearing in
the audited financial statements for the relevant financial years/period.

(b) The Company has not declared any dividend during nine months ended December
31, 2007 and financial year ended March 31, 2007, 2006, 2005, 2004 and 2003.

(c) For the financial year ended March, 2004 and 2003, Segment Reporting and Related
Party Transactions are not presented as in the opinion of the Company, the relevant
accounting standards ‘AS-17’ and ‘AS 18’ respectively became applicable to the
Company from accounting period commencing from April 1, 2004.

(d) The Company has not prepared Statement of Tax Shelter of the Group for all the
reported periods as the Company has not recognized deferred tax benefits and
liabilities based on the conservative policy of the Company keeping in view
accumulated loss and unabsorbed depreciation.

(e) We draw reference to Note 4 para B of Annexure D to Selected Notes to Accounts


regarding preparing the accounts on going concern basis.

4. We have examined the following financial Information relating to the Group, proposed to be
included in the Offer Document, as approved by the Board of Directors of the Company and
annexed to this report:

a) Capitalization Statement as at December 31, 2007, enclosed in Annexure E.


b) Details of Secured and Unsecured Loans taken, enclosed in Annexure F.
c) Details of Investments, enclosed in Annexure G.
d) Details of Sundry Debtors, enclosed in Annexure H.
e) Details of Loans and Advances, enclosed in Annexure I.
f) Details of items of Sales and Services, enclosed in Annexure J.
g) Details of items of Other Income, enclosed in Annexure K.
h) Statement of accounting ratios based on the adjusted profits relating to earnings per
share, net asset value, return on net worth, enclosed in Annexure L.
i) Details of Related Party Transaction (related parties within the meaning of AS 18
issued by ICAI), enclosed in Annexure M.
j) Details of Segment Reporting, enclosed in Annexure N.
k) Detail of Contingent Liabilities, as appearing in Note 11 to Para B of Annexure D.

5. In our opinion, the CFI as referred to in Para 3 and 4 above, read with the respective
significant accounting policies and notes disclosed in Annexure D and after making

114
adjustments and re-groupings as considered appropriate and disclosed in Para 3 (a)(v) above,
has been prepared in accordance with part II of Schedule II of the Act and the Guidelines.

6. This report should not, in any way be construed as a re-issuance or re-dating of any of the
previous audit reports issued by the auditors for the respective period and years nor should this
reports be construed as a new opinion on any of the financial statements referred to herein.

7. This report is intended solely for your information and for inclusion in the Offer Document in
connection with the proposed Offer of the Company and is not to be used, referred to or
distributed for any other purpose without our prior written consent.

L. K. Shrishrimal
Partner
M.No.72664
For MGB & Co
Chartered Accountants

Place: Noida
Dated: April 24, 2008

115
Dish TV India Limited (Consolidated)
(Formerly known as ASC Enterprises Limited)
Restated Summary Statement of Assets and Liabilities of the Group
Annexure-A

(Rs. in lacs)
For the nine For the year For the year For the year For the year For the
months ended ended ended ended ended year ended
Particulars
December 31, March 31, March 31, March 31, March 31, March 31,
2007 2007 2006 2005 2004 2003
A Fixed Assets
a) Intangible Assets
Goodwill on Consolidation - - - 1,008.26 1,008.26 1,008.71
Gross Block 7,966.54 7,797.63 1,000.61 1,000.33 1,008.59 7.99
Less : Depreciation/Amortization up to date 2,138.11 989.88 250.16 150.09 53.13 1.46
Net Block 5,828.43 6,807.75 750.45 850.24 955.46 6.53
Total 5,828.43 6,807.75 750.45 1,858.50 1,963.72 1,015.24
b) Tangible Assets
Gross Block 77,159.19 58,002.60 5,847.03 3,797.75 3,625.74 3,908.28
Less : Depreciation/Amortization up to date 16,605.32 6,439.00 350.84 2,438.20 2,370.52 2,126.49
Net Block 60,553.87 51,563.60 5,496.19 1,359.55 1,255.22 1,781.79
Capital Work in Progress 24,286.59 24,476.85 17,759.00 12,299.25 12,460.99 11,822.74
Total (A) 90,668.89 82,848.20 24,005.64 15,517.30 15,679.93 14,619.77
B Investments 200.26 0.26 0.26 0.26 7.76 7.76
C Current Assets, Loans and Advances
Accrued Interest on Investments - - - - 0.14 0.14
Inventories 618.77 117.62 51.39 171.20 866.77 498.19
Sundry Debtors 4,346.94 4,183.93 1,011.48 447.94 582.45 361.36
Cash and Bank Balances 4,364.80 1,277.72 772.27 833.48 1,074.44 469.29
Loans and Advances 20,185.67 15,551.16 11,486.18 12,049.20 9,247.92 21,864.60
Total (C) 29,516.18 21,130.43 13,321.32 13,501.82 11,771.72 23,193.58
D Liabilities and Provisions
Secured Loans 14,429.04 14,449.67 780.85 1,493.98 219.51 55.55
Unsecured Loans 29,575.30 4,850.98 1,844.61 162.41 1,852.41 1,860.00
Current Liabilities and Provisions 112,636.39 90,729.62 18,576.97 8,858.42 7,151.08 4,271.13
Advance Share Application Money - - 7,400.00 5,141.72 1,372.17 1,423.09
Minority Interest - - - 48.08 61.80 77.53
Deferred Tax Liability 52.49 68.58 - - - -
Total (D) 156,693.22 110,098.85 28,602.43 15,704.61 10,656.97 7,687.30
E Networth (A+B+C-D) (36,307.89) (6,119.96) 8,724.79 13,314.77 16,802.43 30,133.81
F Represented by
i Share Capital 4,282.23 7,156.88 7,156.88 7,156.88 7,156.88 7,156.88
Less: Share Suspense (Refer Note 6 of
- 2,874.65 - - - -
Annexure D)
4,282.23 4,282.23 7,156.88 7,156.88 7,156.88 7,156.88
Reserves & Surplus (Excluding Revaluation
16,958.57 16,958.57 37,282.45 36,869.22 36,928.07 37,067.28
ii Reserve)
Less: Debit Balance of Profit and Loss
(57,548.69) (27,360.76) (35,714.54) (30,711.10) (27,281.70) (14,089.15)
Account
Less: Miscellaneous Expenditure to the - - - 0.23 0.82 1.20
extent not written off or adjusted
Reserves & Surplus (Net) (40,590.12) (10,402.19) 1,567.91 6,157.89 9,645.55 22,976.93
J Networth (i+ii) (36,307.89) (6,119.96) 8,724.79 13,314.77 16,802.43 30,133.81

Note: The above Statement should be read with the Significant Accounting Policies and selected notes to
accounts for Restated Summary Statements as appearing in Annexure D to this Report.

116
For and on behalf of the Board of Directors

For Dish TV India Ltd.

(Jawahar Lal Goel) (B.D.Narang)


Managing Director Director

Noida, April 24, 2008

117
Dish TV India Limited (Consolidated)
(Formerly known as ASC Enterprises Limited)

Restated Summary Statement of Profit and Loss of the Group

Annexure-B

(Rs. in lacs)
For the nine
For the For the For the For the For the
months
year ended year ended year ended year ended year ended
Particulars ended
March 31, March 31, March 31, March 31, March 31,
December
2007 2006 2005 2004 2003
31, 2007
INCOME
Sales & Services (Refer Annexure J) 27,590.68 19,203.07 5,273.78 4,558.45 10,259.63 4,715.58
Other Income (Refer Annexure K ) 751.02 887.68 149.18 412.40 478.85 325.64
28,341.70 20,090.75 5,422.96 4,970.85 10,738.48 5,041.22
Increase/(Decrease) in Inventories 501.15 66.23 (119.81) (695.57) 368.58 177.33
Total 28,842.85 20,156.98 5,303.15 4,275.28 11,107.06 5,218.55
EXPENDITURE
Purchases 1,628.07 120.31 984.64 2,148.79 8,587.28 4,341.02
Operating Costs 23,191.76 22,070.39 7,982.57 2,580.76 687.43 73.35
Personnel Cost 3,068.26 2,201.33 701.26 803.20 859.03 796.75
Administrative and Other Expenses 2,659.22 2,998.76 1,104.21 1,240.89 1,313.29 1,282.41
Selling and Distribution Expenses 13,280.39 9,199.52 3,086.69 137.40 118.66 115.29
Financial Charges 3,864.99 1,760.95 434.30 334.85 186.10 268.15
Depreciation/Amortization 11,310.95 6,236.26 488.44 476.91 480.42 225.68
Total 59,003.64 44,587.52 14,782.11 7,722.80 12,232.21 7,102.65
Profit/(Loss) before Tax &
(30,160.79) (24,430.54) (9,478.96) (3,447.52) (1,125.15) (1,884.10)
Exceptional item
Exceptional item (Refer Note 10.1 to
- - - - (12,084.30) -
Annexure D)

Profit/(Loss) before Tax but after


(30,160.79) (24,430.54) (9,478.96) (3,447.52) (13,209.45) (1,884.10)
Exceptional item
Provision for Taxation-Current Tax
-Deferred Tax (16.09) (29.03) - - - -
-Fringe Benefit Tax 42.87 26.61 18.91 - 0.56 0.86
-Wealth Tax 0.36 0.58 - - - -
Excess Provision for earlier years
- - - 4.40 1.68 -
Written Back
Profit/(Loss) after Tax but before
(30,187.93) (24,428.70) (9,497.87) (3,443.12) (13,208.33) (1,884.96)
Minority Interest
Minority Interest - - 1.82 13.72 15.68 12.90
Profit/(Loss) after Tax and Minority
(30,187.93) (24,428.70) (9,496.05) (3,429.40) (13,192.65) (1,872.06)
Interest
Balance Brought Forward (27,360.76) (35,714.54) (30,711.10) (27,281.70) (14,089.15) (12,217.09)
Impact of change in Ownership
- - 177.00 - - -
interest
Profit on sale of Subsidiary (Refer
- - 4,315.61 - 0.10 -
Note 1 below)
Less: Transfer to Restructuring
- 32,685.92 - - - -
Account (Refer Annexure D)
Add: Balance received from
- 96.56 - - - -
Subsidiary pursuant to the Scheme
Balance Carried to Balance Sheet (57,548.69) (27,360.76) (35,714.54) (30,711.10) (27,281.70) (14,089.15)

Net Profit/(Loss) Before Adjustment (30,615.67) (24,007.08) (21,489.65) (3,970.45) (854.84) (1,853.98)

118
Total of Adjustments (See para C.2 of
427.74 (421.62) 11,991.78 527.33 (12,353.49) (30.98)
Annexure D)
Net Profit/(Loss) After Adjustment (30,187.93) (24,428.70) (9,497.87) (3,443.12) (13,208.33) (1,884.96)

Note: 1) Profit on Sale of Investment represents reversal of losses, reserves and goodwill on sale of investment
in subsidiaries.
2) The above statement should be read with the Significant Accounting Policies and Selected Notes to
Accounts for Restated Summary Statements, as appearing in Annexure D to this Report.

For and on behalf of the Board of Directors

For Dish TV India Ltd.

(Jawahar Lal Goel) (B.D. Narang)


Managing Director Director

Noida, April 24, 2008

119
Dish TV India Limited (Consolidated)
(Formerly known as ASC Enterprises Limited)

Restated Summary Statement of Cash Flow of the Group


Annexure-C

(Rs. In lacs)
For the nine For the For the For the
months ended year ended year ended year ended
Particulars
December March 31, March 31, March 31,
31, 2007 2007 2006 2005
A) Cash Flow from Operating Activities
Net Profit/(Loss) before Tax (30,160.79) (24,430.54) (9,478.96) (3,447.52)
Adjustment for : - - - -
Depreciation/Amortization 11,310.95 6,236.26 488.44 476.91
Interest Income (492.97) (582.82) (31.28) (275.55)
Loss on Sale of Assets/Impairment 2.41 134.03 1.97 352.10
Profit on sale of Fixed Assets - - (42.04) (24.02)
Profit on sale of Investments(Subsdiary) (24.78) - - -
Provision for Doubtful Debts and Advances - 576.94 79.47 73.39
Exchange Adjustments (15.95) (32.08) - -
FCT Reserves - - 413.23 (58.85)
Interest Expenses 3,647.29 1,438.60 87.34 247.82
Balances Written Off - - 50.00 -
Miscellaneous Expenses written off - 0.16 0.23 0.59
Operating Profit before Working Capital Changes
(15,733.84) (16,659.45) (8,431.60) (2,655.13)
Adjustment for :
Decrease/(Increase)in Inventories (501.14) (66.23) 119.81 695.57
Decrease/(increase) in Trade and Other Receivables (4,225.88) (4,115.76) (3,568.13) 253.45
Increase/(Decrease) in Trade and Other Payables 20,562.17 42,002.34 6,308.16 1,713.34
Cash Generated from Operations 101.31 21,160.90 (5,571.76) 7.24
Less : Direct Taxes Paid (net of Refunds) 140.10 105.91 14.55 44.99
Net Cash Flow from Operating Activities (38.79) 21,054.99 (5,586.31) (37.75)
B) Cash Flow from Investing Activities
Proceeds from Sale of Investments 6,324.78 - 1,823.51 7.50
Purchase of Investments (6,500.00) - - -
Security Received against Capital goods - 505.60 3,407.96 -
Proceeds from Sale of Fixed Assets 3.23 11.14 462.73 41.43
Purchase of Fixed Assets (including Capital Work in
(19,124.87) (36,185.98) (10,613.62) (734.52)
Progress)
Direct Taxes paid for investing purpose(Net) (10.51) (1.69) - -
Loans given to Others - (2,074.00) (8,850.75) (2,925.51)
Loan repaid by Others 29.00 1,908.33 12,442.64 25.98
Advance Share Application to Others - (700.00) (300.00) -
Share Application money refund received - 1,000.00 - -
Interest received 42.93 54.63 31.28 275.69
Net Cash Flow from Investing Activities (19,235.46) (35,481.97) (1596.25) (3,309.43)
C) Cash Flow from Financing Activities
Advance Share Application Money Received - - 7,555.00 3,770.00
Repayment of Advance Share Application Money Received - - (1,370.00) (0.45)
Interest Expenses (2,188.56) (1,321.97) (92.70) (242.47)
Net Proceeds from Long Term Borrowing (32.07) (41.26) 18.36 (7.72)
Proceeds from Short Term Borrowing 44,894.96 19,154.36 2,280.70 1,276.84
Repayment of Short Term Borrowing (20,313.00) (3,001.50) (1,270.00) (1,690.00)
Net Cash Flow from Financing Activities 22,361.33 14,789.63 7,121.36 3,106.20
Net Cash Flow during the period/year (A+B+C) 3,087.08 362.65 (61.20) (240.96)
Cash and Cash Equivalents received pursuant to the Scheme - 142.80 - -
Cash and Cash equivalents at the beginning of the period/year 1,277.72 772.27 833.48 1,074.46
Cash and Cash equivalents at the end of the period/year 4,364.80 1,277.72 772.27 833.48
Cash and Cash Equivalents at the end of the period/year
comprises of:
Cash in Hand 10.06 1.83 1.54 6.91
Balances with Scheduled Banks in Current Accounts 834.96 635.65 218.52 117.63
Balances with Scheduled Banks in Short Term Deposit 2,866.14 - - -

120
Accounts
Balances with Scheduled Banks in Fixed Deposit Accounts 653.64 640.24 552.21 708.84
Cheques/drafts/credit card slip in Hand - - - 0.10
Note:1. Accounting Standard 'AS-3' became applicable to the Company for the financial year ended March 31, 2005 hence above
statement includes cash flow statement for the financial year ended March 31, 2005 and onward.
2. Assets and Liabilities received pursuant to the Scheme of Arrangement and business acquired are not considered in the above
cash flow statement, being non cash transaction.
3. The above statement should be read with the Significant Accounting Policies and Selected Notes to Accounts for Restated
Summary Statements, as appearing in Annexure D this Report.

For and on behalf of the Board of Directors

For Dish TV India Ltd.

(Jawahar Lal Goel) (B.D. Narang)


Managing Director Director

Noida, April 24, 2008

121
Dish TV India Limited (Consolidated)
(Formerly known as ASC Enterprises Limited)
Annexure-D

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND SUMMARY OF SELECTED NOTES


TO ACCOUNTS TO THE RESTATED SUMMARY STATEMENTS

A) SIGNIFICANT ACCOUNTING POLICIES

(a) Accounting Convention:

i. The Company generally follows mercantile system of accounting and recognizes income and
expenditure on accrual basis except those with significant uncertainties.

ii. The financial statements have been prepared on historical cost convention and in accordance with
the accounting standards referred to in Section 211 (3C) of the Companies Act 1956.

(b) Fixed Assets:

I. Intangible fixed assets

i. Goodwill arising on consolidation represents the excess of cost to the parent of its investment in
subsidiaries company over the parent’s portion of equity, at the date on which investment in
subsidiary is made.

ii. Software is capitalized as an intangible asset on meeting recognition criteria.

iii. DTH License fee paid is considered as an intangible asset and stated at cost less amortization.

II. Tangible fixed assets

i. Tangible fixed assets are stated at Cost less accumulated depreciation. Cost includes capital cost,
freight, installation cost, duties and taxes and other incidental expenses incurred during the
construction/installation stage attributable to bringing the assets to working condition for its
intended use.

ii. All capital costs and incidental expenditure incurred during pre operational period and advances
paid for capital expenditure are shown as Capital work- in-progress.

iii. Customer premises equipments are being capitalized on its activation.

(c) Depreciation/Amortization:

i. Depreciation is provided on tangible fixed assets including leased assets at the rates adopted in the
accounts of respective subsidiaries as permissible under applicable law, on straight line method
from the time they are available for use, so as to write off their cost over estimated useful life of
the assets. However the depreciation rates for assets listed below are higher than the minimum
rates specified in Schedule XIV of the Companies Act, 1956:-

S.No. Particular Rate


1. Customer Premises Equipment 20%
2. Network Equipment 14.29%
3. Equipment on rental 20% to 40%
4. Demonstration Equipment 20% to 33.33%
5. Decoders 10%
6. Office Equipments 4.75% to 14.29%
7. Software 16.21% to 20%
8. Signage 33.33%
9. Digital Posters 20%
10. Furniture and Fixture 6.33% to 14.29%
11. Vehicle 9.5% to 14.29%

122
ii. No part of goodwill arising on consolidation is amortized whereas goodwill arising on acquisition
is amortized over a period of five years

iii. Leasehold improvements are amortized over the period of lease.

iv. License fee is amortized over the period of license.

v. Depreciation on other intangible assets is amortized over the economic useful life of the assets as
estimated by the management.

(d) Revenue Recognition:

i. Subscription revenue is recognized on completion of service.

ii. Incomes from other services are recognized on the completion of services. Period based services
are accounted proportionately over the period of service.

iii. Sale of goods are recognized when risk and rewards of ownership are passed on to the customer,
which is generally on dispatch of goods.

iv. Lease rentals are recognized as revenue as per the terms of the agreement.

v. In the case of sales under deferred payment scheme, amounts of installments receivable are
allocated towards revenue from sale of radios and network airtime revenue based on
managements’ estimates. The amount allocated towards network revenue is recognized on accrual
basis over the period of the contract.

(e) Investments:

i. Long term Investments are stated at cost. Provision for diminution in value of long term
investments is made, if the diminution is other than temporary.

ii. Current Investments are stated at cost or fair value, whichever is lower.

(f) Inventories:

Inventories including material lying with third parties are valued at the lower of cost or net
realizable value and cost is identified on weighted average basis except in case of three
subsidiaries where cost is identified on first in first out basis. The effect is unascertained. Stock
under deferred payment scheme is stated at proportionate value of future rental revision.

(g) Retirement Benefits:

The Accounting Standard (AS) 15, “Employee Benefits (revised 2005)”, issued by the Council of
Institute of Chartered Accountants of India, originally comes into effect in respect of the
accounting periods commencing on or after April 01, 2006 and was mandatory in nature from that
date. Consequently, the above standard becomes applicable to the Group for any period on or after
the effective date. However, subsequently the Council of the Institute has deferred the mandatory
applicability of the standard for all periods on and after 7 December 2007. The Group adopted the
Accounting Standard (AS) 15, “Employee Benefits (revised 2005)” for the first time in preparing
the financial statements for the period April 01, 2006 to March 31, 2007. For the purpose of the
restated statements, AS-15 (revised) has not been applied for the years ended March 31, 2006,
2005, 2004 and 2003 as the same was not applicable in those years. The restated financial
statements for those years have been prepared in compliance with the erstwhile Accounting
Standard (AS) 15. Consequently significant impact, if any, of applicability of the new standard has
not been recognized in the restated statements for the years ended March 31, 2006, 2005, 2004 and
2003. .

123
I. For the year ended March 31, 2006, 2005, 2004 and 2003

i. Provident fund and gratuity benefits

Retirement benefits to employees comprise contributions to provident fund and gratuity. Provident
fund contributions are charged to the Profit and Loss Account. The contribution to employees
gratuity fund Scheme of Life Insurance Corporation (LIC) is charged to profit and loss account
except in a case of one subsidiary where liability is provided based on actuarial valuation at year
end. Further, provision is made for the shortfall, if any, based on actuarial valuation at the year
end by an independent actuary. Effective from 31st March, 2006, the Company has discontinued
the payment of contribution to gratuity fund scheme of LIC.

ii. Leave Encashment

Provision for leave encashment is made on the basis of actuarial valuation at year-end and
incremental provision is charged to the Profit and Loss Account on accrual basis.

II. For the year ended March 31, 2007 and nine months ended December 31, 2007

i. Defined contribution plan

In respect of retirement benefits in the form of provident fund, the contribution payable by the
Group for a year is charged to the profit and loss account for the year.

ii. Defined Benefit plan

The present value of defined benefit obligation and the related current service cost are measured
using the projected unit credit methods with actuarial valuation being carried out at each balance
sheet date.

Leave encashment:
Liability for leave encashment is provided on the basis of actuarial valuation at the balance sheet
date and is not funded.

Gratuity
Gratuity liability for the year is provided on the basis of actuarial valuation as per defined
retirement plan covering eligible employees. The plan provides payment to vested employees on
retirement, death or termination of employment of an amount based on the respective employee’s
salary and the term of employment with the Company. The obligation is not funded except is the
case of two subsidiaries.

The Group has changed the method of computing provision for gratuity and leave encashment
from the method prescribed under AS 15 (Accounting for Retirement Benefit) to AS 15 (Employee
Benefit) (revised 2005). Pursuant to the adoption, the transitional obligation of the Company
amounting to Rs 22.40 lacs has been adjusted against general reserve as provided in the AS.

(h) Employees Stock Option Scheme:

In respect of stock option granted pursuant to the Company’s Stock Option Scheme, the intrinsic
value of option is treated as discount and accounted as employee compensation cost over the
vesting period.

(i) Foreign Currency Transactions:

Transactions in foreign currency are recorded at the exchange rate prevailing on the date of
transaction. Monetary assets and liabilities denominated in foreign currency are translated at the
exchange rate prevailing at the balance sheet date and gains or losses on translation are recognized
in Profit and Loss account. Non monetary foreign currency items are carried at cost.

(j) Borrowing Cost:

124
Borrowing costs that are attributable to the acquisition or construction of qualifying assets are
capitalized as a part of such assets. All other borrowing costs are charged to revenue.

(k) Taxes on Income:

Tax expense comprise of current, deferred and fringe benefit tax. Current income tax and fringe
benefit tax is measured as the amount expected to be paid to the tax authorities in accordance with
Indian Income Tax Act. Deferred Tax is recognized, subject to consideration of prudence, on
timing difference, being the difference between taxable income and accounting income that
originate in one period and are capable of reversal in one or more subsequent periods and
measured using relevant enacted tax rates. At the balance sheet date the company assesses
unrealized deferred tax assets to the extent they become reasonably certain or virtually certainty of
realization as the case may be.

(l) Lease:

Operating Lease

Lease of the assets where all the risk and rewards of ownership are effectively retained by the
lessor are classified as operating lease. Lease payments/revenue under operating lease are
recognized as an expense/income on accrual basis in accordance with respective lease agreement

Finance Lease

Assets acquired under finance lease are capitalized and the corresponding lease liabilities is
recorded at and amount equal to the fair value of the lease assets at the inception of the lease.
Initial cost incurred in connection with the specific leasing activities directly attributable to
activities performed by the Company are included as part of the amount recognized as an asset
under the lease.

(m) Earning Per Share:

Basic earnings per share is computed and disclosed using the weighted average number of
common shares outstanding during the period. Diluted earnings per share is computed and
disclosed using the weighted average number of common and dilutive common equivalent share
outstanding during the period except where the result would be anti dilutive.

(n) Impairment:

If the carrying amount of fixed assets exceeds the recoverable amount on the reporting date, the
carrying amount is reduced to the recoverable amount. The recoverable amount is measured at the
higher of the net selling price and value in use determined by the present value of estimated cash
flows.

(o) Miscellaneous Expenses:

Preliminary expenses till March 31, 2006 are written off over five years except in the case of one
subsidiary preliminary expenses are written off over 10 years.

B) SUMMARY OF SELECTED NOTES TO ACCOUNTS

1. Background

Dish TV India Limited (herein referred to as “the parent company”, “the company” or “Dish”) along with
its subsidiaries (collectively known as “the Group”) presently encompassing Direct to Home (DTH)
Satellite Television Service which includes teleport service, customer support, transponder space leasing
etc.

125
The group derives revenue mainly from subscription and network revenue from customers, lease rent on
equipment meant for using service provided by the group, teleport services, trading in electronic devices
etc.

During the year 2006-07, the name of the company has been changed from ASC Enterprises Limited to
Dish TV India Limited.

2. Use of Estimates:

The preparation of the consolidated financial statements (CFS) in accordance with the Generally Accepted
Accounting Principles requires the management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosure of contingent liabilities as at the date of the financial statements
and the reported amount of revenue and expenses of the year. Actual results could differ from those
estimates.

3. Shareholder’s Fund:

3.1 Capital Structure:


(Rs. in lacs)
Share Capital Nine Months Period Year ended
ended March 31, 2007
December 31, 2007
A. Authorized Capital
730,000,000 Equity Shares of Re. 1 each 7,300.00 7,300.00
B. Issued, Subscribed and Paid-up
428,222,803 (715,687,650) Equity Shares of Re. 1 each fully paid up 4,282.23 7,156.88
Share Capital Suspense - (2,874.65)
Total 4,282.23 4,282.23

Note-Refer Note 6 below for change in capital structure pursuant to the Scheme for Arrangement.

3.2 Reserves and Surplus:


(Rs. in lacs)
Particulars Nine Months Period Year ended
ended March 31, 2007
December 31, 2007
Securities Premium
As per last Balance Sheet - 37,282.45
Less: Transferred to Restructuring Account - 37,282.45
Total - -
General Reserve
As per last Balance Sheet 16,958.57 -
Transferred from Restructuring Account pursuant to the Scheme - 16,980.97
Less: Adjustment pursuant to transitional Provision as per AS-15 - 22.40
Total 16,958.57 16,958.57

4. Going Concern:

The restated CFS has been prepared assuming the Company will continue as a going concern. The
management believes that it is appropriate to prepare these financial statements on a ‘going concern’ basis,
for the following reasons:

4.1 The Company hold DTH license from Government of India for a considerable long time.

4.2 The Company is the first to launch DTH services in India. This business necessitates long gestation
period to stand on its feet. Being first mover, the Company has incurred huge expenses on
awareness of the product, brand building on a pan India basis. The benefit of these expenses will
accrue in the future years.

4.3 The Promoters are fully seized of the matter and is of the view that going concern assumption holds
true and that the Company will be able to discharge its liabilities in the normal course of business.

126
Hence no adjustment is made on account of reclassification of assets and liabilities for the going
concern assumption.

5. Basis of Consolidation:

5.1 The Consolidated Financial Statements (CFS) of the Group are prepared under the historical cost
convention on going concern basis (except in case of two subsidiary where going concern is not
certain) in accordance with Generally Accepted Accounting Principles in India and the Accounting
Standard (AS) 21 on “Consolidated Financial Statements” issued by the Institute of Chartered
Accountants of India (ICAI), to the extent possible in the same format as that adopted by the parent
company for its separate financial statements by regrouping, recasting or rearranging figures
wherever considered necessary. The significant inconsistencies in accounting policies are disclosed
wherever applicable and no adjustment are made in CFS for such inconsistencies.

The consolidation of the financial statements of the parent company and its subsidiaries is done to
the extent possible on line to line basis by adding together like items of assets, liabilities, income
and expenses. All significant intra group transactions, balances and unrealized inter company
profits have been eliminated in the process of consolidation.

5.2 The parent company and its subsidiaries prepare its financial statements under the historical cost
convention, in accordance with Generally Accepted Accounting Principles (GAAP) prevalent in
India.

5.3 The CFS includes the Financial Statements of the parent company and the subsidiaries as listed in
the table below. Subsidiaries are consolidated from the date on which effective control is acquired
and are excluded from the date of transfer/disposal.

Name of Subsidiary Extent of Holding (In Percentage) as at


31 Dec 31 Mar 31 Mar 31 Mar 31 Mar 31 Mar
'07 '07 '06 '05 '04 '03
Direct Subsidiaries
Agrani Convergence Limited. 51.00 51.00 51.00 100.00 100.00 100.00
Agrani Satellite Services Limited. 100.00 100.00 100.00 100.00 100.00 100.00
Agrani Wireless Services Limited.*@ - - - 98.80 98.80 98.80
Agrani Satellite Communication
Enterprises (Gibraltor) Limited. * - - - 100.00 100.00 100.00
Integrated Subscribers Management
Services Ltd (Formerly known as
Agrani Telecom Limited).# 100.00 100.00 - - - 100.00
Indirect Subsidiaries
Quick Call Private Limited.*$ - - - 50.96 50.96 50.96
Smart Talk Private Limited.*$ - - - 50.96 50.96 50.96
Bhilwara Telenet Services Limited.*$ - - - 50.96 50.96 50.96
Procall Private Limited.*$ - - - 99.37 99.37 99.37
Essel Telecom Holdings Limited.*$ - - - 98.01 98.01 98.01
* Ceased to be subsidiary on 31st March, 2006.
# Ceased to be subsidiary on 28th August, '2003 and again became subsidiary on 1 April, '2006 on transfer of
investment to the parent company under the Scheme of Arrangement.
$ Became subsidiary on 4th December, 2002
@ Holding reduced to 52.294% on April 13, 2005.

5.4 Minority interest in subsidiary represents the minority shareholders proportionate share of the net
assets and net income.

5.5 In case of subsidiaries sold on 31st March, 2006 (as per listed above in para 5.3), for consolidation
purposes Profit and Loss account for the previous year ended 31st March, 2006 is considered on
line by line basis as per the audited accounts.

127
5.6 In case of subsidiaries acquired or ceased to be subsidiaries during a year (as per listed above in
para 5.3), for consolidation purposes Profit and Loss account for year is considered on line by line
basis based on the management accounts and therefore unaudited.

5.7 In the case of subsidiaries where going concern assumption is in doubt, the accounts are restated on
net realizable value estimated by the management.

6. The Scheme of Arrangement

During the financial year ended 31st March, 2007, The Scheme of Arrangement (the Scheme) under
Section 391 to 394 read with Section 78, 100 and other applicable provisions of the Companies Act 1956
between Zee Entertainment Enterprises Ltd. (ZEEL) (formerly known as Zee Telefilms Limited), Siti Cable
Network Limited (SITI) and New Era Entertainment Network Ltd. (NEENL) and Dish TV India Limited
(the Company) (formerly known as ASC Enterprises Limited) and their respective shareholders have been
sanctioned by the Hon’ble High Court of Judicature at Mumbai and High Court of Judicature at New Delhi
vide their respective order dated 12th January, 2007 and 18th December, 2006 and a copy of these orders
have been filed with the respective Registrar of Companies on 17th January, 2007 and 19th January, 2007
respectively. The Scheme has been given effect in financial statements for the year ended 31st March 2007
except actual allotment and reorganization of share capital which has taken place in the financial period
ended 31st December, 2007.

6.1 Pursuant to the Scheme, Direct Consumer Services undertaking (DCS) of ZEEL including
investment made by ZEEL in SITI and the entire business and whole of the undertaking of the
transferor Companies i.e. SITI and NEENL have been transferred to and vested in the Company on
appointed date i.e.1st April, 2006 on going concern basis. The assets and the liabilities of DCS
undertaking of ZEEL at book value and of SITI and NEENL at fair value accounted on purchase
method as per Accounting Standard-14 have been transferred to and vested in the Company as
under.
(Rs. in lacs)
Particulars DCS undertaking of ZEEL SITI NEENL
Gross Block of Fixed Assets 3,204.42 757.24 265.17
Less: Depreciation 475.67 - -
Net Block of Fixed Assets 2,728.75 757.24 265.17
Capital Work in Progress - 3,293.48 -
Investments 193.64 10.00 -
Share Application Money 14197.14 5,000.00 6,900.00
Current Assets, Loans and Advances - 1,057.76 4248.97
Total Assets (A) 17,119.53 10,118.48 11414.14
Loan Funds 3,263.25 10.70 71.00
Current Liabilities and Provisions 0.20 14,353.63 11244.95
Total Liabilities (B) 3,263.45 14,364.33 11315.95
Surplus/(Deficit) (A-B) 13,856.08 (4245.85) 98.19

6.2 Reorganization of Share Capital

6.2.1 The paid up equity share capital of the Company had been sub-divided on 25th
September, 2006 by splitting 71,568,765 equity share of Rs. 10 each into 715,687,650
equity share of Re. 1 each.

6.2.2 Pursuant to the Scheme following effect are given in the financial statements for the year
ended 31st March, 2007 considering the shareholding pattern of ZEEL on record date i.e.
20th February, 2007:-

• 997,203,560 equity shares of Re 1 each fully paid to be issued in the ratio of 23 equity
shares of Re 1 each fully paid up of the Company for every 10 equity shares of Re 1
each fully paid up of ZEEL.

128
• Reduction of above equity share capital by way of cancellation of 3 equity shares of Re
1 each fully paid up for every 4 equity shares of Re. 1 each fully paid up resulting in
final issues of 249,300,890 equity shares of Re. 1 each fully paid up.

• Pending actual action, the difference on allotment, cancellation, reduction and issue of
Share Capital as above has been taken to the “Share Capital Suspense” under the head
share capital. The actual action has been taken during the period ended 31st December,
2007.

6.2.3 The share capital of the Company Rs. 715,687,650 divided into 715,687,650 equity
shares of Re 1 each fully paid up will be reduced by cancellation of 3 equity shares of Re 1
each fully paid up for every 4 equity shares of Re 1 each fully paid up. The resultant Share
Capital will be Rs. 1,789.22 lacs. Pending actual reduction Rs. 5,367.66 lacs has been taken
to ‘Share Capital Suspense’ under the head share capital.

6.3 Pursuant to the Scheme, surplus Rs. 16,980.97 lacs in the Restructuring Account after carrying out
following adjustments as per the Scheme has been transferred to General Reserve Account.

6.3.1 The value of net assets of DCS undertaking of ZEEL as reduced by the face value of equity
shares to be issued amounting to Rs. 11,363.07 lacs has been credited to Restructuring
Account as prescribed in the Scheme.

6.3.2 The value of net assets/ (liabilities) of SITI and NEENL amounting to (Rs. 4,,439.48
lacs)and Rs. 93.20lacs respectively, as reduced by the cancellation of the investments
amounting to Rs. 193.64 lacs and Rs. 5.00 lacs respectively has been (debited)/credited to
Restructuring Account as prescribed in the Scheme.

6.3.3 Balance in Share Premium Account and Profit and Loss Account (Debit Balance)
amounting to Rs. 37,282.45 lacs land Rs. 32,685.93 lacs respectively has been transferred to
Restructuring Account.

6.3.4 Reduction in Share Capital Rs. 5,367.66 lacs has been transferred to Restructuring Account.

6.4 Pursuant to demerger of DCS undertaking of ZEEL, SITI and NEENL became wholly owned
subsidiaries of the Company and hence upon the merger of Subsidiaries with the Company, entire
equity share capital of these Companies stand automatically cancelled and hence there will not be
any issue and allotment of shares of the Company.

6.5 The transactions of NEENL, SITI and DCS business of ZEEL between the appointed date and the
effective date are deemed to be made on behalf of the Company. Accordingly, all assets, liabilities,
income and expenditure of the demerged undertakings for the said period are taken over by the
Company and given effect in those financial statements.

6.6 The assets, license and agreements etc. transferred pursuant to the Scheme of Arrangement are in
the process of registration/transfer in the name of the Company.

7. During the financial year ended 31st March, 2007, the Company acquired DTH Equipment Unit Business
(DEU) of Essel Agro Private Limited on a going concern basis vide agreement to transfer DTH Equipment
Unit (DEU) Business dated 31st December, 2006. Pursuant to the agreement following assets and liabilities
have been acquired and are included in these financial statements. The goodwill arising on acquiring of
DEU Business amounting to Rs. 4,511.78 lacs (including purchase consideration Rs. 5.00 lacs) has been
treated as intangible asset.
(Rs. in lacs)
Particulars Amounts (Rs.)
Fixed Assets 15,034.97
Current Assets, Loans and Advances 214.03
Total Assets 15,249.00
Current Liabilities and Provisions 19,755.78

129
Net Deficit 4506.78

8. Taxes on Income

8.1 In view of the losses incurred during all the years/period covered in restated account and brought
forward losses, provision for taxation is not required under the provisions of Income Tax Act, 1961.

8.2 The component of the deferred tax balance accounted in the case of a subsidiary are as under:-
(Rs. in lacs)
Nine Months Period Year ended
Particulars ended March 31, 2007
December 31, 2007
Deferred Tax Assets
Unabsorbed Depreciation & Business Losses 965.74 632.32
Total 965.74 632.32
Deferred Tax liabilities
Depreciation 1018.23 700.90
Total 1018.23 700.90
Deferred Tax Balance (Net) 52.49 68.58

8.3 As per the requirement of ‘Accounting Standard -22’ issued by The Institute of Chartered
Accountant of India, applicable from period 1st April, 2001, the accumulated deferred tax (net)
assets of the Parent Company not taken into accounts based on conservative policy of the parent
Company amounting to Rs. 21,615.05 lacs (year ended 31st March, 2007 Rs 11,614.44 lacs) is as
per detail given below .

Particulars Nine Months Period Year ended


ended March 31, 2007
December 31, 2007
Deferred Tax Assets
Unabsorbed Depreciation & Business Losses 21,237.95 12,211.92
Depreciation 45.76 -
Disallowances under the Income Tax Act 331.34 313.99
Total 21,615.05 12,525.91
Deferred Tax Liabilities
Depreciation - 911.47
Total - 911.47
Deferred Tax Balance (Assets)(Net) 21,615.05 11,614.44

9. Capital Work in Progress

Capital work in progress comprises of equipments [including customer premises equipment (CPE)], capital
goods in transit, capital advance and pre operative project expenses (to be eventually allocated to fixed
assets on commencement of commercial operation). The CPE with dealer, distributor and others subject to
confirmation and CPE with the Company are subject to physical verification and reconciliation.

10. Others Disclosures

10.1 Exceptional item expensed in the financial year ended 31st March, 2004 represents provision for
doubtful advance Rs. 12,084.30 lacs (including Rs 8277.08 lacs due from subsidiary of a
shareholder) relating to multi mission satellite system project. The approval of the Reserve Bank of
India is yet to be obtained.

10.2 Sharing of Expenses:


The expenses under various heads are net of expenses shared other related parties as per
arrangement.

10.3 As per advice received and in terms of DTH license agreement the Company has provided license
fee on its gross revenue from DTH subscribers.

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10.4 In the financial statement for the year ended 31 March 2005, the Company has granted rights to
distribution, marketing and aggregation (DTH Service) w.e.f. 1st April 2004 for a lump sum
consideration of Rs 410 lac p.a. to New Era Entertainment Network Limited (NEENL) which has
been terminated on 15 June 2005. The Company has provided license fees payable to Pay &
Accounts Officer, Ministry of I & B, New Delhi on the revenue accounted by NEENL from these
services.

10.5 As at the balance sheet date, the Company has following foreign currency payable and receivables
which are not hedged by a derivative instrument or otherwise

(Amount in lacs)
Nine Months Period ended Year ended
December 31, 2007 March 31, 2007
Particulars
Value in Equivalent to Value in Equivalent to INR
USD$ INR (RS.) USD$ (RS.)
Receivables 5.90 230.68 3.75 160.99
Payables 97.03 3852.11 88.12 3864.05

10.6 Employee Stock Option Plan –ESOP-2007

The Company instituted the Employee Stock Option Plan – ESOP-2007 to grant equity based
incentives to its eligible employees. The ESOP-2007 (“The Scheme”) had been approved by the
Board of Directors of the Company at their meeting held on June 28, 2007 and by the shareholders
of the Company by way of special resolution passed at their Annual General Meeting held on
August 03, 2007, to grant aggregating 4,282,228 options ( not exceeding 1% of the issued and paid
up equity share capital of the Company as on March 31, 2007), representing one share for each
option upon exercise by the employee of the Company at a exercise price determined by the
Board/remuneration committee. The Scheme covers grant of options to the specified permanent
eligible employees of the Company as well as of its subsidiaries and also to non-executive
directors of the Company including independent directors. Pursuant to the Scheme, the
Remuneration Committee has on August 21, 2007 granted 3,073,050 options to specified eligible
employees of the Company at the market price determined as per the SEBI Guidelines.

The options granted under the Scheme shall vest not less than one year and not more than five
years from the date of grant of options. Under the terms of the Scheme, 20% of the options will
vest in the employee every year equally. The Option grantee must exercise all vested options
within a period of four years from the date of vesting. Once the options vest as per the Scheme,
they would be exercisable by the Option Grantee at any time and the shares arising on exercise of
such options shall not be subject to any lock-in period.

The movement in the options granted to the Employee during the period is set out below:-

Particular Grant of Options


Date of Grant August 21, 2007
Market Value on date of grant of the options (per Share) Rs.75.20
Exercise Price Rs.75.20
Vesting Period Five Years
Options Granted (Nos.) 3,073,050
Option Lapsed (Nos.) 146,900
Options Forfeited (Nos.) NIL
Options Exercised NIL
Options Expired NIL
Options Outstanding at end of the period (Nos.) 2,926,150
Options exercisable at the end of the period NIL

The Company has granted options to the employees at a exercise price of Rs. 75.20 per share being
the latest market price as per SEBI Guidelines. In view of this, there being no intrinsic value (being
the excess of the market price of share under ESOS over the exercise price of the option) on the
date of grant, the company is not required to account the accounting value of option as per SEBI
Guidelines.

131
10.7 Figures of period ended 31st December, 2007 are not comparable with previous all financial years.

11. Contingent Liability not provided for

11.1
(Rs. in lacs)
Nine Months Year ended Year ended Year ended Year ended Year ended
Period ended March 31, March 31, March 31, March 31, March 31,
Particulars
December 31, 2007 2006 2005 2004 2003
2007
Estimated 4,006.11 4,523.07 1,754.86 0.20 0.20 2.20
amount of
contract
remaining to be
executed on
capital account
and not provided
for (Net of
advance)
Bank guarantees - - - 100.00 400.00 550.00
given on behalf
of subsidiaries
Guarantees 240.00 240.00 40.00 540.00 540.00 45.00
given on behalf
of other
company
Guarantees 6,127.25 5,011.00 5,050.05 5,043.27 5,063.27 1,073.05
given by bank
on our behalf
Disputed 5,04.55 991.44 961.44 31.44 167.75 2.91
Income tax,
Sales Tax / VAT
demand
Claim against Unascertained Unascertained Unascertained Unascertained Unascertained Unascertained
the company not
acknowledged
as debt

11.2 The Entertainment Tax Authorities, Noida has raised a demand of Rs. 404.60 lacs on account of
entertainment tax for the period from November, 2003 to February, 2004. The Company has filed
petition against the demand, which is pending. Further the authorities have intimated a total demand
of Rs. 920.20 lacs till 31st March, 2007.

11.3 Entertainment Tax demand Rs. 63.35 lacs raised by various entertainment tax authorities of
Utrakhand state have been challenged and the petition is pending before the High Court. The
demand has been stayed by the High Court.

11.4 The Company has given a guarantee for the performance of the term and conditions of satellite
capacity agreement between a subsidiary of the company namely Agrani Satellite Services Limited
and the vendor which is strategically important for the business of the Company.

12. Lease

12.1 In respect of assets taken on operating lease

The Group’s significant leasing arrangements are in respect of operating leases taken for offices,
residential premises, transponder etc. These leases are cancelable operating lease agreements that
are renewable on a periodic basis at the option of both the lessee and the lessor. The initial tenure of
the lease generally is for 11 months to 120 months. The details of assets taken on operating lease
are as under:-

(Rs. in lacs)
Particulars Nine Months Year Year Year Year Year

132
Period ended ended ended ended ended ended
December 31, March 31, March 31, March 31, March 31, March 31,
2007 2007 2006 2005 2004 2003
Lease rental 3,208.50 4,040.96 3,849.59 2,190.51 685.03 442.31
Charges for the
period (net of
shared cost)
Future Lease Rental obligation payable (Under non-cancelable lease)
Not later than one 175.51 1,411.19 - - - 2.74
year
Later than one year 396.67 70.59 - - - 0.33
but not later than
five years
More than five 414.09 - - - - -
years

12.2 The Company has leased out assets by way of operating lease and the gross book value of such
assets, its accumulated depreciation and depreciation for the period / year is as given below.
(Rs. in lacs)
Nine Months Year ended Year ended Year ended Year ended Year ended
Period ended March 31, March 31, March 31, March 31, March 31,
Particulars
December 31, 2007 2006 2005 2004 2003
2007
Lease rental income 3,159.34 2,731.55 196.88 152.72 253.09 322.93
for the period
Gross Value of the 64,023.83 47,219.24 5,158.91 2,597.40 659.91 558.77
Assets
Accumulated 13,599.09 4,600.02 199.60 301.40 351.76 334.24
Depreciation
Depreciation for the 8,999.07 4,460.91 233.86 100.62 80.92 90.00
year
Future lease rental revenue ( Under non cancelable lease)
Not later than one 6,713.32 4,556.00 231.12 - - -
year
Later than one year 19,304.69 14,475.65 4,382.54 - - -
but not later than five
years
More than five Year - - - - - -

12.3 The group has sold radios on hire-purchase basis. Future minimum lease payments receivable at
the end of the period/years are as follows.

( Rs.in lacs)
Particulars Nine Months Year ended Year ended Year ended Year ended Year ended
Period ended March 31, March 31, March 31, March 31, March 31,
December 31, 2007 2006 2005 2004 2003
2007
Not later than one - - - 73.16 18.35 22.99
year
Later than one year - - - 43.19 8.97 17.26
but not later than
five years
More than five Year - - - 29.96 9.38 5.74
Note:-
1) Since the radios are sold at cost and a part of the total receipts are allocated towards such cost, the
present value of the future minimum lease payment receivable is not ascertainable.
2) Few subsidiaries ceased to be subsidiary on 31st March, 2006, hence their closing balance are not
disclosed.

13. Significant change in Accounting Policies


Subsidiaries

a. DEFERRED REVENUE EXPENSES

133
In the case of one subsidiary, capital issue expenses and expenses incurred on store set up cost including
advertisement and marketing expenses on launch of new stores, expenses incurred on conceptualization,
feasibility and other pre-set costs were deferred and amortised over five years. In the Restated Summary
Statements these expenses are appropriately adjusted in respective years in which the same were originally
incurred. The adjustments pertaining to financial years ended on or before 31 March 2002 are adjusted in
the opening balance in profit and loss account as at 1 April 2002.

b. PRELIMINARY EXPENSES
In the case of subsidiaries, preliminary expenses were fully written off as against the policy of amortise
over five or ten years, as the case may be. In the Restated Summary Statements of Profit and Loss Account,
the expenses are amortised as per the policy. The adjustments pertaining to financial years ended on or
before 31 March 2002 are adjusted in the opening balance in profit and loss account as at 1 April 2002.

c. RETIREMENT BENEFITS
During the financial year ended 31 March 2003, 2004, 2005 and 2006 company’s contribution to employee
gratuity fund scheme of Life Insurance Corporation of India Limited was charged to profit and loss account.
For Restated Summary Statements, to realign with the relevant accounting standard prevailing on that date,
the gratuity liability as at balance sheet date has been considered on actual valuation made by independent
actuary.

14. Auditors Qualifications-

14.1 Audit qualification/remarks, which require any corrective adjustment in the financial
information, are as follows.

I. Holding Company

• The auditors have qualified the report for the financial year ended 31st March, 2004 and
2005 for non recoverable advances aggregating to Rs.12, 284.30 lacs included in other
advances due from foreign companies as a part of the project taken over. Accordingly,
adjustments are made to the financial statement, as restated for the year ended 31st
March, 2004 to account for the loss of Rs. 12,084.30 lacs on such advances and balance
Rs. 200.00 lacs recovered.

• The auditors have qualified the report for the financial year ended 31st March 2004, 2005
and 2006 regarding carrying value of investment in subsidiaries. The carrying value of
investment in subsidiaries as at 2006 is aggregating to Rs.10,687.15 lacs. Accordingly,
adjustments for Rs.1,247.05 lacs are made to the statement of financial statement, as
restated for the year ended 31st March, 2004 to account for the loss on permanent
diminutions in the value of investment. Balance Rs. 9,440.10 lacs are considered and
recoverable based on the subsequent event for the project under implementation
undertaken by the subsidiary and also in view of long term involvement and relation with
the subsidiary.

II. Subsidiaries

Agrani Wireless Services Limited (AWSL)

. a. The auditors in their audit report for financial year ended 31st March, 2004, 2005 and
2006 have qualified the report for preparing the financial statement as going concern basis
though there was temporary suspension and no major development on the project.
Accordingly group has made necessary adjustment in these financial statements as might
be necessary, where the subsidiary may no longer be a going concern.

b. The auditors in their audit report for financial year ended 31st March 2004, 2005 and
2006 have qualified the report for non compliance of AS-28 “Impairment of Assets”.
Necessary adjustment has been made in respective previous for impairment of assets.

14.2 Auditor qualification/remarks, which do not require any corrective adjustment in the
financial information as follows.

134
I. Holding Company

• The auditors have qualified the report for the financial year ended 31st March 2004, 2005
and 2006 regarding recoverability of loans and advances to subsidiaries and other
companies. Loans and advances outstanding (due from subsidiaries) as at 2006 is
aggregating to Rs. 3,275.34 lacs The said loans and advance is considered good and
recoverable based on the subsequent event for the project under implementation by the
subsidiary and also in view of long term involvement and relation with the subsidiary.

• The auditors have qualified the report for the financial year ended 31st March, 2003,
2004, 2005 and 2006, the Company has given interest free loans to certain companies,
which is not in accordance with provision of sub section (3) of section 372 A of the
Companies Act, 1956.

• The auditors have qualified the report for the financial year ended 31st March, 2003 that
interest of Rs.175.81 lacs on unsecured loan taken is not provided as per agreement as the
said agreement is being renegotiated, whereby no interest will be payable as the loan is
likely to be converted in to share capital of its wholly owned subsidiary from the date of
receipt of the loan.

• The auditors have qualified the report for the financial year ended 31st March, 2004 and
2005 for not providing exchange difference loss of Rs 1,029.05 lacs and Rs. 1072.79 lacs
respectively as required by AS -11 on realignment of foreign exchange advances Rs.
12,284.30 lacs. The Company has not adjusted the same in restated account as the said
foreign exchange advances is fully provided in the accounts. (Refer Note 13.2.I)

• The auditors have qualified the report for the financial year ended 31st March, 2007, for
the managerial remuneration amounting to Rs. 12.94 lacs and Rs. 1072.79 lacs
respectively paid to managing director pending approval of the Central Government. The
Company has not adjusted the restated account as subsequently approved by the Central
Government.

• The auditors in their audit report for the nine months ended 31 December, 2007 and
financial year ended 31 March 2007, has drawn reference to note on preparing the
financial statements on going concern basis.

II. Subsidiary Companies

• Bhilwara Telenet Services Private Limited (BTSL)

a. The auditors have qualified the report for the financial year ended 31st March 2003,
2004 and 2005, that BTSL has given interest free loans to fellow subsidiaries, which
is not in accordance with the provision of sub section (3) of section 372 A of the
Companies Act, 1956. These loans are to fellow subsidiaries hence the qualification
has no effect on the restated summary statement of profit and loss of the group as
being inter company transaction eliminated in the process of consolidation.

b. The auditors in their audit report for the year ended March 31, 2003 and 2004 has
drawn reference regarding status of the BTSL, being considered by management as a
private limited company. The Company has applied to the Registrar of Companies,
Delhi for restoration of its private limited company status. Pending approval, the
financial statements of the company are audited considering the company as a public
limited company.

• Smart Talk Private Limited (STPL)

a. The auditors have qualified the report for the financial year ended 31st March 2003,
2004 and 2005 that STPL has given interest free loans to fellow subsidiaries, which

135
is not in accordance with the provision of sub section (3) of section 372 A of the
Companies Act, 1956. These loans are to fellow subsidiaries hence the qualification
has no effect on the restated summary statement of profit and loss of the group.

b. The auditors in their audit report for the year ended March 31, 2003 and 2004 has
drawn reference regarding status of the STPL, being considered by management as a
private limited company. The Company has applied to the Registrar of Companies,
Delhi for restoration of its private limited company status. Pending approval, the
financial statements of the company are audited considering the company as a public
limited company

• Quick Calls Private Limited (QCPL)

a. The auditors have qualified the report for the financial year ended 31st March, 2004
and 2005 that QCPL has given interest free loans to fellow subsidiaries, which is not
in accordance with the provision of sub section (3) of section 372 A of the
Companies Act, 1956. These loans are to fellow subsidiaries hence the qualification
has no effect on the restated summary statement of profit and loss of the group.

b. The auditors in their audit report for the year ended March 31, 2003 and 2004 has
drawn reference regarding status of the QCPL, being considered by management as a
private limited company. The Company has applied to the Registrar of Companies,
Delhi for restoration of its private limited company status. Pending approval, the
financial statements of the company are audited considering the company as a public
limited company

• Agrani Convergence Limited (ACL)

a. The auditors have qualified the report for the financial year ended 31st March, 2003,
that quantity information as required to be disclosed as per Part II of Schedule VI of
the Companies Act, 1956 are not disclosed.

b. The auditors have qualified the report for the financial year ended 31st March, 2005,
2006 and 2007 that in view of discontinuation of major part of business activity
going concern status is in doubt. Accordingly fixed assets, current assets, loans and
advances have been carried at estimated net realizable value by ACL.

• Agrani Satellite Services Limited (ASSL)

The auditors have qualified the report for the financial year ended 31st March, 2004, 2005
and 2006 that pre-operative expenses incurred on satellite service project are for doing
ground work and creating capabilities for promoting and implementing such project. In
case, these expenses can not be capitalized with the fixed assets on completion of the
project, these will be treated otherwise, which may erode the net worth of ASSL. Further
the auditor in the report for the financial year ended 31st March, 2005 and 2006 have
expressed doubt on going concern basis of ASSL. In view of significant progress towards
in the project, renewed authorization from Govt. of India, entering into a satellite capacity
agreement with the vendor and additional funds provided by the holding company, the
financial statements for the year ended 31st March, 2007 have been prepared on going
concern basis.

• Agrani Telecom Limited (formerly known as Essel Telecom Holding Limited) (ATL)

The auditors have qualified the report for financial year ended 31st March, 2005 and
2006, for non compliance of AS-13 “Accounting for Investment” related to investment in
fellow subsidiaries and effect of this on loss for the year and net worth of ATL. These
investments are in fellow subsidiaries hence the qualification has no effect on the restated
summary statement of profit and loss of the group as being inter company transaction
eliminated in the process of consolidation.

136
• Agrani Wireless Services Limited (AWSL)

a. The auditors have qualified the report for financial year ended 31st March 2003,
2004, 2005 and 2006 that AWSL has given interest free loans, not in accordance with
the provision of section 372A (3) of the Companies Act, 1956.

b. The auditors have reported for the financial year ended 2005 and 2006 regarding non
providing for permanent diminution in the value of investment as required by AS-13
‘Accounting for Investment’ in fellow subsidiaries. These investments are in fellow
subsidiaries hence the qualification has no effect on the restated summary statement
of profit and loss of the group as being inter company transaction eliminated in the
process of consolidation.

c. The Auditors in their report for the year ended 31st March, 2004 and 2005 expressed
their inability to comment on the recoverability of interest free loans Rs. 1,511.64
lacs and Rs. 5,275.64 lacs outstanding on 31.03.2004 and 31.03.2005. The loans
realized in subsequent years, hence no adjustment required.

• Procall Private Limited (PPL)

The auditors have qualified the report for financial year ended 31st March 2003 for non
receipt of declaration under section 274(1)(g) of the Companies Act, 1956 from one
director.

14.3 MAOCARO 1988/ CARO 2003

I. Holding Company

• Fixed Assets
In the financial year ended 31st March, 2006 and 2007, auditors have reported that there
is a phased program of physical verification of fixed assets except for consumer premises
equipments installed at the customers premises, which is reasonable having regard to the
size of the Company and nature of its assets. Pursuant to the program, the physical
verification of certain assets was carried out during the period. The reconciliation of the
fixed assets physically verified with the books is in progress and differences, if any, will
be accounted on its determination.

• Interest free loan


In the financial year ended 31st March, 2003, the auditors have reported that Company
has granted interest free unsecured loans to companies under the same management as
was defined under erstwhile section 370 (1B) of the Companies Act, 1956.

• Interest free loan 301 Parties


In the financial year ended 31st March, 2005 and 2006, the auditors have reported,
Company has granted interest free unsecured loans to companies covered in the register
maintained under section 301 of the Act. The maximum amount involved during the
financial year ended 31st March, 2006 was Rs. 50.73 Crores (Year ended 31st March,
2005 Rs. 69.12 Crores) and for the financial year ended 31st March, 2006 balance of such
loan is nil (year ended 31st March, 2005 Rs. 50.73 Crores). Further in financial year
ended 31st March, 2007 auditor has reported loans given to 301 parties aggregating to Rs.
12.40 Crores are provided at the interest rate prejudicial to interest to the Company.

• Internal Audit
In the financial year ended 31st March, 2007, auditors have reported that the Company
has an internal audit system commensurate with its size and nature of its business.
However, the same needs to be strengthened as regard scope and periodicity.

• Statutory Dues
In the financial year ended 31st March, 2003, 2004, 2005, 2006 and 2007,auditors have
reported that the Company is regular in depositing undisputed statutory dues including,

137
investor education and protection fund, employees state insurance, income tax, sales tax,
wealth tax, custom duty, excise duty, cess, and other statutory dues, wherever applicable,
with appropriate authorities except delay in few cases.

• Accumulated losses
In the financial year ended 31st March, 2004, 2005, 2006 and 2007, auditors have
reported that the accumulated losses (considering audit qualification) are more than fifty
percent of its net worth. Further, the Company has incurred cash losses for all the above
financial year.

• Default in repayment to financial institution/bank

In the financial year ended 31st March, 2004 and 2005, auditors have reported, default in
repayment financial institution / bank as under:-

(Rs. in lacs)
Particulars Principal Interest Period of default
For the year ended 31st March, 2004
Financial Institution 50.00 1.56 1-3 Month
Banks - 45.06 1-2 Month
For the year ended 31st March, 2005
Banks 1,000.00 126.53 1-30 Days

• Fund utilization
In the financial year ended 31st March, 2004 and 2007, auditors have reported that short
term fund amounting to Rs. 2,479.50 lacs and Rs. 51,626.07 lacs respectively have been
used for long term investment.

II. Subsidiary Companies

• Bhilwara Telenet Services Private Limited (BTSL)

a. In the financial year ended 31st March 2003 and 2004, auditors have reported that
fixed assets physically verified were not reconciled with the books of accounts &
hence discrepancies, if any could not be identified.

b. In the financial year ended 31st March 2003, auditors have reported that BTSL has
granted interest free unsecured loans to companies under the same management as
was defined under erstwhile section 370 (1B) of the Companies Act, 1956.

c. In the financial year ended 31st March 2003, auditors have reported that BTSL has
taken interest free unsecured loans to companies under the same management as was
defined under erstwhile section 370 (1B) of the Companies Act, 1956.

d. In the financial year ended 31st March 2003, 2004 and 2005, auditors have reported
that BTSL did not have internal audit system.

e. In the financial year ended 31st March 2004, 2005 and 2006, auditors have reported
that BTSL is regular in depositing undisputed statutory dues including Income Tax,
Sales Tax and other statutory dues, wherever applicable, with the appropriate
authorities except delay in few cases.

f. The financial year ended 31st March 2004, 2005 and 2006, auditors have reported
that the accumulated losses are more than fifty percent of net worth and also have
incurred cash losses during the financial year ended 31st March, 2005.

g. In the financial year ended 31st March 2005 auditors have reported that assets given
on lease were not physically verified.

138
• Smart Talk Private Limited (STPL)

a. In the financial year ended 31st March 2003 and 2004, auditors have reported that
fixed assets physically verified were not reconciled with the books of accounts &
hence discrepancies, if any could not be identified.

b. In the financial year ended 31st March 2003, auditors have reported that STPL has
granted interest free unsecured loans to companies under the same management as
was defined under erstwhile section 370 (1B) of the Companies Act, 1956

c. In the financial year ended 31st March 2003, 2004 and 2005, auditors have reported
that STPL did not have internal audit system.

d. In the financial year ended 31st March 2004, 2005 and 2006, auditors have reported
that STPL is regular in depositing undisputed statutory dues including Income Tax,
Sales Tax and other statutory dues, wherever applicable, with the appropriate
authorities except delay in few cases.

e. In the financial year ended 31st March 2004, 2005 and 2006, auditors have reported
that the accumulated losses are more than fifty percent of net worth and has incurred
cash losses during the financial year ended 31st March, 2004 and 2006.

f. In the financial year ended 31st March, 2005, the auditors have reported that STPL
has used short term funds Rs. 27.58 lacs for long term investment.

• Quick Calls Private Limited (QCPL)

a. In the financial year ended 31st March 2003 auditors have reported that fixed assets
physically verified were not reconciled with the books of accounts & hence
discrepancies, if any could not be identified.

b. In the financial year ended 31st March 2003, 2004 and 2005, auditors have reported
that QCPL did not have internal audit system.

c. In the financial year ended 31st March 2004, 2005 and 2006, auditors have reported
that QCPL is regular in depositing undisputed statutory dues including Income Tax,
Sales Tax and other statutory dues, wherever applicable, with the appropriate
authorities except delay in few cases and also there is non payment of WPC charges
Rs. 1.67 lacs outstanding since March, 2001.

d. The financial year ended 31st March 2004, 2005 and 2006, auditors have reported that
the accumulated losses are more than fifty percent of net worth and QCPL has
incurred cash losses during the financial year ended 31st March, 2004.

e In the financial year ended 31st March, 2005 and 2006 the auditors have reported that
QCPL has used short term funds Rs. 17.29 lacs and Rs. 127.00 lacs respectively for
long term investment

• Procall Private limited (PPL)

a. In the financial year ended 31st March 2003, 2004, 2005 and 2006 auditors have
reported that equipment on rental and demonstration equipment were not physically
verified.

b. In the financial year ended 31st March 2003, 2004, 2005 and 2006, auditors have
reported that PPL did not have internal audit system.

c. In the financial year ended 31st March 2004, 2005 and 2006, auditors have reported
that PPL is regular in depositing undisputed statutory dues including Income Tax,

139
Sales Tax and other statutory dues, where applicable, with the appropriate authorities
except delay in few cases.

d. The financial year ended 31st March 2004, 2005 and 2006, auditors have reported
that the accumulated losses are more than fifty percent of net worth.

e. In the financial year ended 31st March, 2005 the auditors have reported that PPL has
used short term funds Rs. 54.99 lacs for long term investment.

• Agrani Convergence Limited (ACL)

a. In the financial year ended 31st March, 2004 auditors have reported that electronic
devices with customers not physically verified.
.
b. In the financial year ended 31st March 2003, 2004, 2005, 2006 and 2007, auditors
have reported that ACL is regular in depositing undisputed statutory dues including
Income Tax, Sales Tax and other statutory dues, where applicable, with the
appropriate authorities except delay in few cases. Further unpaid and undisputed tax
dues outstanding as on 31st March, 2004, 2005 and 2007 was Rs.0.35 lacs, 0.44 lacs
and 0.55 lacs respectively.

c. In the financial year ended 31st March 2003 and 2004 auditors have reported that
internal audit system requires to be strengthen in respect to scope and periodicity and
for the financial year ended 31st March 2005, 2006 and 2007 has reported that ACL
did not have internal audit system.

d. The financial year ended 31st March 2004, 2005 and 2006, auditors have reported
that the accumulated losses are more than fifty percent of net worth and also incurred
cash losses in all these years.

e. In the financial year ended 31st March, 2005 and 2006 the auditors have reported that
ACL has used short term funds Rs. 324.94 lacs and Rs. 1301.31 lacs respectively for
long term investment.

• Agrani Satellite Services Limited (ASSL)

In the financial year ended 31st March 2003, 2004, 2005, 2006 and 2007, auditors have
reported that ASSL is regular in depositing undisputed statutory dues including Income
Tax, Sales Tax and other statutory dues, wherever applicable, with the appropriate
authorities except delay in few cases.

• Agrani Telecom Limited (formerly known as Essel Telecom Holding Limited) (ATL)

a. In the financial year ended 31st March, 2006 auditors have reported that ATL did not
have internal audit system.

b. In the financial year ended 31st March 2006 auditors have reported that ATL is
regular in depositing undisputed statutory dues including Income Tax, Sales Tax and
other statutory dues, where applicable, with the appropriate authorities except delay
in few cases.

c. The financial year ended 31st March 2006 auditors have reported that the
accumulated losses are more than fifty percent of net worth and ATL has incurred
cash losses during the financial year ended 31st March, 2006.

d. In the financial year ended 31st March, 2004 and 2006 the auditors have reported that
ATL has used short term funds Rs. 0.11 lacs and Rs. 2.83 crores respectively for long
term investment.

• Agrani Wireless Services Limited (AWSL)

140
a. In the financial year ended 31st March 2003, auditors have reported that AWSL has
granted interest free unsecured loans to a company listed in the register maintained
under section 301 of the Companies Act, 1956 and also granted interest free loans to
other parties.

b. In the financial year ended 31st March, 2006, auditors have reported that AWSL did
not have internal audit system.

• Integrated Subscriber Management Services Limited (ISMSL)

In the financial year ended 31st March 2007 auditors have reported that ISMSL is
regular in depositing undisputed statutory dues including Income Tax, Sales Tax and
other statutory dues, where applicable, with the appropriate authorities except delay in
one case.

14.4 Other non compliance:-

I. Holding Company

a. For the financial year ended 31st March, 2003 and 2004, the Company did not form an audit
committee of its board of directors as required under section 292A of the Companies Act,
1956.

b. For the financial year ended 31st March, 2003, 2004 and 2005, the Company did not have a
whole time company secretary as required under section 383A of the Companies Act, 1956.

II. Subsidiary Companies

• Bhilwara Telenet Services Private Limited (BTSL)

a. For the financial year ended 31st March, 2004, 2005 and 2006, BTSL did not have a
whole time company secretary as required under section 383A of the Companies Act,
1956.

b. For the financial year ended 31st March, 2003, 2004, 2005 and 2006, BTSL has reported
that as per the license agreement with Department of Telecommunication, BTSL is
required to maintained, a separate bank account in the service area to which the total
revenue accruing from the operation shall be credited. The authority shall have a lien on
15% of the funds credited to such account, limited to the amount due to Authority.
During the year 1999-2000, the Company received a letter from DOT directing it to
comply with the above condition. However, the company did not comply with the same.
The company does not expect licenses to be terminated on account of non compliance of
the above condition as the bank guarantee given by the DOT sufficiently covers the
Company’s liability.

c. During the financial year ended 31st March 2004, 2005 and 2006, debtors includes
amount due from private limited company is which directors are interest as directors.

d. During the financial year ended 31st March 2006, advance includes amount due from
private limited company is which directors are interest as directors.

e. In the financial year ended 31 March, 2003, 2004, 2005 and 2006 it has been reported
that the Company has been issued licenses from the Department of Telecom (DoT) for
establishing, maintaining and operating radio trunked services in certain areas. As per the
license agreement, the Company is required to maintain a separate bank account in the
service area to which the total revenue accruing from the operation shall be credited. The
authority shall have a lien on 15 % of the funds credited to such account, limited to the
amount due to Authority. During the year 1999-2000, the Company received a letter
from DoT directing it to comply with the above condition. However, the Company did

141
not comply with the same. The company does not expect licenses to be terminated on
account of non-compliance of with the above condition as the bank guarantee given to
DoT sufficiently covers the Company’s liability.
.
• Agrani Satellite Services Limited (ASSL)

a For the financial year ended 31st March, 2003, 2004, 2005, 2006 and 2007, ASSL did
not form an audit committee of its board of directors as required under section 292A of
the Companies Act, 1956.

b For the financial year ended 31st March, 2005, 2006 and 2007, ASSL did not have a
whole time company secretary as required under section 383A of the Companies Act,
1956.

c For the financial year ended 31st March, 2003, 2004, 2005, 2006 and 2007, ASSL did
not appoint a managing director as required under section 269 of the Companies Act,
1956.
.
• Smart Talk Private Limited (STPL)

a. For the financial year ended 31st March, 2003, 2004 and 2005, STPL did not form an
audit committee of its board of directors as required under section 292A of the
Companies Act, 1956.

b. For the financial year ended 31st March, 2003, 2004 and 2005, STPL did not appoint a
managing director as required under section 269 of the Companies Act, 1956.

c. For the financial year ended 31st March, 2003, 2004, 2005 and 2006, STPL did not
have a whole time company secretary as required under section 383A of the Companies
Act, 1956

d. In the financial year ended 31 March, 2003, 2004, 2005 and 2006 it has been reported
that the Company has been issued licenses from the DoT for establishing, maintaining
and operating radio trunked services in certain areas. As per the license agreement, the
Company is required to maintain a separate bank account in the service area to which
the total revenue accruing from the operation shall be credited. The authority shall have
a lien on 15 % of the funds credited to such account, limited to the amount due to
Authority. During the year 1999-2000, the Company received a letter from DoT
directing it to comply with the above condition. However, the Company did not comply
with the same. The company does not expect licenses to be terminated on account of
non-compliance of with the above condition as the bank guarantee given to DoT
sufficiently covers the Company’s liability.

• Quick Calls Private Limited (QCPL)

a. For the financial year ended 31st March, 2004 and 2005, QCPL did not form an audit
committee of its board of directors as required under section 292A of the Companies
Act, 1956.

b. For the financial year ended 31st March, 2004 and 2005, QCPL did not appoint a
managing director as required under section 269 of the Companies Act, 1956.

c. In the financial year ended 31 March, 2003, 2004, 2005 and 2006 it has been reported
that the Company has been issued licenses from the Department of Telecom (DoT) for
establishing, maintaining and operating radio trunked services in certain areas. As per
the license agreement, the Company is required to maintain a separate bank account in
the service area to which the total revenue accruing from the operation shall be
credited. The authority shall have a lien on 15 % of the funds credited to such account,
limited to the amount due to Authority. During the year 1999-2000, the Company
received a letter from DoT directing it to comply with the above condition. However,

142
the Company did not comply with the same. The company does not expect licenses to
be terminated on account of non-compliance of with the above condition as the bank
guarantee given to DoT sufficiently covers the Company’s liability.

• Agrani Convergence Limited (ACL)

a. For the financial year ended 31st March, 2005, 2006 and 2007, ACL did not have a
whole time company secretary as required under section 383A of the Companies, Act,
1956.

b. For the financial year ended 31st March, 2003, 2006 and 2007, ACL did not appoint a
whole time director/ managing director as required under section 269 of the Companies
Act, 1956.

C. NOTES ON ADJUSTMENTS FOR RESTATED FINANCIAL STATEMENTS

1. The Group adopted the revised ‘Accounting Standard 15(Revised) on employees Benefits effective
from 1 April, 2006. Pursuant to the adoption, the incremental liability at the beginning of the year in
respect to Gratuity and Leave Encashment has been adjusted against general reserve as provided in
the Standard and accordingly no adjustment is made in previous years.

2. Below mentioned is the summary of results of restatement made in the audited consolidated financial
statements for the nine months ended 31 December, 2007 and year ended 31 March 2007 and also
adjustment made in the consolidated financial information for right issued (CIFR) prepared and
certified by the management of the Company and its impact on the profit or loss of the Company:

(Rs in lacs)

Reference For the nine For the year For the year For the year For the year For the year
Particulars to Note No. months ended ended March ended March ended March ended ended
December 31, 2007 31, 2006 31, 2005 March 31, March
31, 2007 2004 31, 2003

Miscellaneous Expenses
- - - 123.46 63.62 62.15
Written Off 3(a)
Retirement Benefit 3(b) - - 1.95 (0.99) (1.48) (1.45)
Prior Period Items 4(a) 206.84 (154.46) (52.18) (3.78) 8.60 (4.51)
Provision for doubtful 4(b)
advances - - - -
12,084.30 (12,084.30)
(Exceptional items)
Sales/VAT Demand 4(c) 220.90 (220.90) - - - -
Pre-operative Expenses 4(d) - - (3.81) 406.02 (397.48) (101.91)
Unspent Liability Written
- (46.27) (38.49) 2.62 57.55 14.74
Off 4(e)
Total 427.74 (421.62) 11,991.78 527.33 (12,353.49) (30.98)

3. CHANGES/CORRECTION IN ACCOUNTING POLICIES

a) MISCELLANEOUS EXPENDITURES (TO THE EXTENT NOT WRITTEN OFF OR


ADJUSTED)

i) DEFFERED REVENUE EXPENSES

In the case of one subsidiary, capital issue expenses and expenses incurred on store set up cost
including advertisement and marketing expenses on launch of new stores, expenses incurred on
conceptualization, feasibility and other pre-set costs were deferred and amortized over five years.
In the Restated Summary Statements these expenses are appropriately adjusted in respective years
in which the same were originally incurred. The adjustments pertaining to financial years ended on

143
or before 31 March 2002 are adjusted in the opening balance in profit and loss account as at 1
April 2002.

ii) PRELIMINARY EXPENSES

In the case of subsidiaries, preliminary expenses were fully written off as against the policy to
amortize over five or ten years, as the case may be. In the Restated Summary Statements of Profit
and Loss Account, the expenses are amortized as per the policy. The adjustments pertaining to
financial years ended on or before 31 March 2002 are adjusted in the opening balance in profit and
loss account as at 1 April 2002.

b)RETIREMENT BENEFITS

During the financial year ended 31 March, 2003, 2004, 2005 and 2006 company’s contribution
to employee’s gratuity fund scheme of Life Insurance Corporation of India was charged to profit
and loss account. For Restated Summary Statements, to realign with the relevant accounting
standard prevailing on that date, the gratuity liability as at balance sheet date has been
considered on actuarial valuation made by independent actuary.

4. Other adjustments

a) PRIOR PERIOD ADJUSTMENTS

During the nine months ended 31 December, 2007 and financial year ended 31 March 2007, 2006,
2005, 2004, 2003 certain items of income/expenses have been identified as prior period items. For
the purpose of this statement, such prior period items have been appropriately adjusted in the
respective years. The adjustments pertaining to financial years ended on or before 31 March 2002
are adjusted in the opening balance in profit and loss account as at 1 April 2002.

b) PROVISION FOR DOUBTFUL ADVANCES

During the financial year ended 31 March 2006, the Company has made provision for doubtful
advances. The auditors had qualified their report for the financial year ended 31 March 2004 and
2005 hence the amount has been appropriately adjusted in the financial year ended 31 March 2004.

c) SALES TAX/VAT DEMAND

During the nine months period ended 31 December 2007, the Company provided for Sales Tax/Vat
demand raised. For the purpose of this statement, such demands have been appropriately adjusted
in the respective years.

d) PRE-OPERATIVE EXPENSES

During the financial year ended 31 March 2003 and 2004, the parent company incurred certain
expenditure on promoting and implementing DTH project and C band Teleport project and also
incurred expenses on trial run. These expenses were treated as pre-operative expenses to be
allocated to fixed assets or treated otherwise on commencement of commercial operation.
However in the financial year ended 31 March, 2005, these expenses were charged off to profit
and loss. In the restated summary statements these expenses are appropriately adjusted in
respective years in which the same were originally incurred.

Similarly, a subsidiary incurred expenses on project under taken by it during the financial year
ended 31 March 2005 and earlier years. The auditors have qualified for their report for preparing
the financial statement on going concern basis though there was temporary suspension and no
major development on the project. The Auditors also reported non compliance of AS-28
“Impairment of Assets”. In the Restated Summary Statements these expenses are appropriately
adjusted in respective years in which the same were originally incurred.

144
e) UNSPENT LIABILITIES WRITTEN BACK

In the financial statement for the year ended 31 March 2003, 2004, 2005, 2006 and 2007, certain
liabilities created in earlier years were written back. For the purpose of Restated Summary
Statement, the said liabilities, wherever required, have been appropriately adjusted in the
respective years in which the same were originally created. The adjustments pertaining to financial
years ended on or before 31 March 2002 are adjusted in the opening balance in profit and loss
account as at 1 April 2002.

f) PROFIT AND LOSS ACCOUNT AS AT 01 APRIL, 2002

(Rs in lacs)

Particulars Reference to Note Balance as at March


No. 31, 2002
Profit/(Loss) as per consolidated financial (11,942.20)
information for Right Issue -
Adjustment : -
Miscellaneous Expenses 3(a) (249.23)
(to the extent not written off or adjusted) -
Prior Period Items 4(a) (0.51)
Pre-operative Expenses 4(d) (34.99)
Unspent Liability Written Off 4(e) 9.84
Total Adjustment (274.89)
Profit/(Loss) as (Restated) (12,217.09)

5. MATERIAL REGROUPING

i. Upto the financial year ended 31 March 2004, interest received was shown under the head Income
but from the financial year ended 31 March 2005, the same is being shown under the head
financial charges as separate item and net balance (financial charges minus interest received) is
taken in main profit and loss account. However in the Restated Summary Statement of Profit and
Loss the interest income is shown under the head ‘Other Income’.

ii. During the financial year ended 31 March 2005 and 2006, license fee amortized was grouped
under the head ‘Operating Expenses’ but from the financial year ended 31 March 2007, the
amortized amount is regrouped under the head “Depreciation/Amortization’. In the Restated
Summary Statement of Profit and Loss for the financial year ended 31 March 2005 and 2006 the
amortized amount is regrouped and shown accordingly.

iii. The financial statements for the year ended 31 March 2006, Rs. 200 lacs were shown as
investment under the head ‘Investments’. However in the financial statements for the year ended
31 March 2007, the same has been regrouped under Other Advances. In the Restated Summary
Statement of Assets and Liabilities for the financial year ended 31 March 2006 the same is
regrouped and disclosed accordingly.

iv. During the financial year ended 31 March 2004, teleport income was grouped under Other Income.
Based on regrouping of the income under Sales and Services during the financial year ended 31
March 2005 and onward, in the Restated Summary Statement of Profit and Loss the same is
regrouped and disclosed accordingly.

v. During the financial year ended 31 March 2007, Other DTH Revenue was grouped under ‘Other
Income’. Accordingly in the Restated Summary Statement of Profit and Loss the same is
regrouped as Other DTH Revenue.

145
vi. During the financial year ended 31 March 2006, loan taken was taken and shown as Exceptional
Item which in the Restated Summary Statement of Profit and Loss has been regrouped under the
head “Other Income’.

vii. During the financial year ended 31 March 2006, penalty levied by the licensing authority was
shown as exceptional item which in the Restated Summary Statement of Profit and Loss has been
regrouped under operating expenses as a normal expense.

viii. During the financial year ended 31 March 2005, investment Rs 0.26 lacs shown as Balance with
banks have been regrouped as Investment. Accordingly, in the Restated Summary Statement of
Assets and Liabilities for the year ended 31 March 2003 and 2004 the same is regrouped and
disclosed accordingly.

ix. In the financial statement for the year ended 31 March 2006, tax provision Rs 1.33 lacs were
grouped under Administrative Expenses. Accordingly, in the Restated Summary Statement of
Profit and Loss for the year ended 31 March 2006 same has been regrouped and shown
accordingly.

x. In the financial statement for the year ended 31 March 2007, advance tax payment was netted
against provision for taxation resulting in negative balance in provision for taxation. In the
Restated Summary Statement of Assets and Liabilities, the advance tax payment is regrouped
under Loans and Advances.

xi. In the financial statement for the year ended 31 March 2006, Hire/Lease Charges Expenses shown
earlier under the head Administration and Other Expenses have been regrouped under Network
Operation Cost. Accordingly, in Restated Summary Statement of Profit and Loss regrouping is
made in past years also.

146
Dish TV India Limited (Consolidated)
(Formerly known as ASC Enterprises Limited)
Capitalisation Statement of the Group as at December 31, 2007

Annexure-E

(Rs. in lacs)
Pre issue as at As adjusted for issue
Particulars (Immediately after
December 31, 2007
the issue)
Short Term Debts 43,961.88
Long Term Debts 42.46
Total Debts 44,004.34
Shareholder's Fund
Share Capital 4,282.23
Reserves & Surplus (40,590.12)
(Net of Profit & Loss Account Debit Balance)
(Excluding Revaluation Reserve)
Miscellaneous Expenditure -
Total Shareholder's Funds/Net Worth (36,307.89)
Long Term Debt/Equity Ratio Refer Note-3 below

Note: 1 Short term debts is considered as debts having original repayment term not exceeding 12 months.
2 Long term debts is considered as debts other than short-term debt as defined above.
3 Since net worth is negative, hence ratio not calculated.
4 The figures disclosed above are based on the restated summary financial statements of the Group as
at December 31, 2007

For and on behalf of the Board of Directors

For Dish TV India Ltd.

(Jawahar Lal Goel) (B.D.Narang)


Managing Director Director

Noida, April 24, 2008

147
Dish TV India Limited (Consolidated)

(Formerly ASC Enterprises Limited)


Details of Secured & Unsecured Loans of the Group
Annexure-F

(Rs in Lacs)
Balance Balance Balance Balance
Balance as Balance
as at as at as at as at
S.No. Particulars at Dec 31, as at Mar
Mar 31, Mar 31, Mar 31, Mar 31,
2007 31, 2007
2006 2005 2004 2003
A. Secured Loans
1 Hire Purchase Finance/Vehicle Loan- From
42.46 74.54 30.15 11.78 19.51 8.32
Various Banks
Secured against hypothecation of vehicles, charge
not registered under Section 125 of the Companies
Act, 1956. Rate of interest varies from 4.91% to
10%. Loan repayable over next 04 years is Rs 34.02
Lacs, 5.61 Lacs, 2.55 Lacs & 0.28 Lacs.
2 Term Loan from Axis Bank - - - 200.00 200.00 -
Secured by first pari-pasu charge on all present and
future movable fixed assets relating to DTH project
and pledge of shares owned by promoter/ group
companies. Interest payable @ 11.50% p.a.
3 Term Loan from ING Vyasya Bank - - - 1,000.00 - -
Secured by second charge on entire moveable fixed
assets of the company and pledge of shares owned
by and guaranteed by related parties. The charge is
yet to be cleared. Interest payable @ 6.50% p.a.
4 Term Loan from Axis Bank 7,500.00 7,500.00 - - - -
Secured by first pari passu hypothecation charge on
all present and future current assets including
goods, stocks and all other such articles and book
debts, receivables, investments, cash flow and
corporate guarantee of related party. The entire
loan, including amount due in December 2007 Rs.
3,750 Lacs, has since been repaid. Interest payable
BPLR - 3%. Present rate is 12.00% p.a.
5 Bridge Loan from IDBI Bank 6,047.81 6,047.81 - - - -
Secured by hypothecation of all movable properties
including movable Plant and machinery, machinery
spares, tools and accessories, book debts etc.,
present and future, and corporate guarantee of
related party and pledge of certain shares held by
the promoters in the Company. Certain securities
are still to be created in favour of the Bank. The
Loan due for repayment in April, 2008 has been
repaid partly subsequent to due date. Present rate of
interest @ 12.75% p.a.
6 Cash credit from Axis Bank 758.22 757.26 750.70 180.78 - -
Secured by first pari passu hypothecation charge
on moveable fixed assets of the company and
pledge of shares by related parties. Short term,
normally repayable in one year & present rate of
interest is 12% p.a.
7 Cash Credit from Bank - - - 96.07 - 47.23
Secured by way of first charge on all movable &
immoveable assets of the company including stock,
book debts, furniture & fixture etc., both present &
future & guaranteed by holding company & one of
the directors of the company. Short term, normally
repayable in one year & rate of interest as
negotiated from time to time.
8 Interest Accrued and Due 80.55 70.06 - 5.35 - -

148
Balance Balance Balance Balance
Balance as Balance
as at as at as at as at
S.No. Particulars at Dec 31, as at Mar
Mar 31, Mar 31, Mar 31, Mar 31,
2007 31, 2007
2006 2005 2004 2003
Total Secured Loans 14,429.04 14,449.67 780.85 1,493.98 219.51 55.55

B. Unsecured Loans
1 From Banks- Standard Chartered Bank - 2,500.00 - - - -
Backed by corporate guarantee provided by a
related party. Short term, repayable in one year &
Rate of Interest payable @ 11% p.a.
2 From Others-
a) Zee Entertainment Enterprises Limited 19,900.00 - - - - -
Short term, repayable on demand and interest
payable @ 12% p.a.
b) Rupee Finance & Management Pvt. Limited 7,700.00 500.00 - - - -
Short term, repayable on demand and interest
payable @ 12.50% p.a.
c) Cholamandalam Investment & Finance Co Ltd - - - - - 50.00
Short term, repayable on demand and interest
payable @ 12.50% p.a. to 13.75% p.a.
d) Suncity Projects Limited 27.00 27.00 27.00 27.00 27.00 -
Short term repayable on demand and interest free
e) Kenlott Gamming Solutions Pvt Limited - 19.00 19.00 - - -
Short term repayable on demand and interest free
f) India Securities Limited - - - 50.00 50.00 50.00
Short term repayable on demand and interest free
g) Pan India Network Infravest Pvt Limited - - - 10.00 - -
Short term repayable on demand and interest free
h) Rajaram Finance & Investment Co (India) Ltd - - - - 1,700.00 1,700.00
Short term repayable on demand and interest free
i) Ganjam Trading Co Pvt Limited 1,787.83 1,787.83 1,787.83 - - -
Short term repayable on demand and interest free
j) Integrated Subscriber Management Services Ltd - - - 4.63 4.63 -
Short term repayable on demand and interest free
k) Playwin Infravest Private Limited - - - 60.00 60.00 60.00
Short term repayable on demand and interest free
3 Interest Accrued and Due 160.47 17.15 10.78 10.78 10.78 -
Total Unsecured Loans 29,575.30 4,850.98 1,844.61 162.41 1,852.41 1,860.00

Total Loans (A+B) 44,004.34 19,300.65 2,625.46 1,656.39 2,071.92 1,915.55

Note: 1. Repayment Schedule given above is applicable only for Loans outstanding as on December 31, 2007.
2. The above Statement should be read with the Significant Accounting Policies and selected notes to
accounts for Restated Summary Statement as appearing in Annexure D to this report.

For and on behalf of the Board of Directors

For Dish TV India Ltd.

149
(Jawahar Lal Goel) (B.D.Narang)
Managing Director Director

Noida, April 24, 2008

150
Dish TV India Limited (Consolidated)
(Formerly known as ASC Enterprises Limited)
Details of the Investments of the Group
Annexure-G

(Rs. in lacs)
As at
Particulars December March March March March 31, March
31, 2007 31, 2007 31, 2006 31, 2005 2004 31, 2003
A) Long Term (At Cost) - Unquoted
In Others - Non Trade
IDBI Regular Income Bonds - - - - 7.50 7.50
National Saving Certificate 0.26 0.26 0.26 0.26 0.26 0.26
B) Short Term (At Cost) - Unquoted
(Non-Trade)
Mutual Fund
DSP Merill Lynch Cash Plus-Retail Growth 200.00 - - - - -
Total 200.26 0.26 0.26 0.26 7.76 7.76
Investments in Related Parties - - - - - -
Aggregate Cost-Unquoted 200.26 0.26 0.26 0.26 7.76 7.76
-Quoted - - - - - -

Note: 1) The Company has not made investment in related party.


2) The above Statement should be read with the Significant Accounting Policies and selected notes to
accounts for Restated Summary Statements as appearing in Annexure D to this Report.

For and on behalf of the Board of Directors

For Dish TV India Ltd.

(Jawahar Lal Goel) (B.D.Narang)


Managing Director Director

Noida, April 24, 2008

151
Dish TV India Limited (Consolidated)
(Formerly known as ASC Enterprises Limited)
Restated summary statement of Sundry Debtors of the Group
Annexure-H

(Rs. in lacs)
As at
Particulars December March March March March March
31, 2007 31, 2007 31, 2006 31, 2005 31, 2004 31, 2003
Debts outstanding over six months 3,989.16 563.97 325.85 367.40 245.39 207.45
Other debts 886.78 4,174.46 818.97 253.78 515.58 236.32
4,875.94 4,738.43 1,144.82 621.18 760.97 443.77
Provision for Doubtful Debts 529.00 554.50 133.34 173.24 178.52 82.41
Total Sundry Debtors 4,346.94 4,183.93 1,011.48 447.94 582.45 361.36
Amount due from Related Parties 4,305.48 3,757.00 702.50 199.48 14.83 16.87

Amount due from related parties


includes:
Due from Promoter - - - - - -
Due from Promoter Companies - - - - - -
Due from Promoter Group 17.69 5.80 - - - 12.88
Total 17.69 5.80 - - - 12.88

Note: The above Statement should be read with the Significant Accounting Policies and selected notes to
accounts for Restated Summary Statements as appearing in Annexure D to this Report.

For and on behalf of the Board of Directors

For Dish TV India Ltd.

(Jawahar Lal Goel) (B.D.Narang)


Managing Director Director

Noida, April 24, 2008

152
Dish TV India Limited (Consolidated)
(Formerly known as ASC Enterprises Limited)
Restated Summary of Loans and Advances of the Group
Annexure-I

(Rs. in lacs)
As at
Particulars December March March March March March
31, 2007 31, 2007 31, 2006 31, 2005 31, 2004 31, 2003
Loans 8,912.16 8,497.67 7,803.82 11,391.96 8,466.46 9,057.15
Advances (recoverable in cash or in kind or for
23,188.12 19,146.39 15,405.32 12,488.28 12,624.92 12,378.69
value to be received and/or to be adjusted)
Advance Share Application Money - - 300.00 - - 75.92
Security and other Deposits 345.83 167.53 61.34 265.59 314.75 370.01
Total 32,446.11 27,811.59 23,570.48 24,145.83 21,406.13 21,881.77

Provision for Doubtful Advances 12,260.44 12,260.43 12,084.30 12,096.63 12,158.21 17.17

TOTAL 20,185.67 15,551.16 11,486.18 12,049.20 9,247.92 21,864.60


Amount due from Related Parties 26,019.62 23,991.35 22,029.49 23,457.77 19,174.09 19,781.41

Amount due from related parties includes:


Due from Promoter - - - - - -
Due from Promoter Companies - - - 6,113.17 - -
Due from Promoter Group 2,807.54 1,335.32 - 199.26 207.28 252.73
Total 2,807.54 1,335.32 - 6,312.43 207.28 252.73

Note: The above Statement should be read with the Significant Accounting Policies and selected
notes to accounts for Restated Summary Statement as appearing in Annexure D to this report.

For and on behalf of the Board of Directors

For Dish TV India Ltd.

(Jawahar Lal Goel) (B.D.Narang)


Managing Director Director

Noida, April 24, 2008

153
Dish TV India Limited (Consolidated)
(Formerly known as ASC Enterprises Limited)
Restated Summary Statement of Sales & Services of the Group
Annexure-J

(Rs. in lacs)
For the nine
For the For the For the For the For the
months
year ended year ended year ended year ended year ended
SN. Particulars ended Nature
March 31, March 31, March 31, March 31, March 31,
December
2007 2006 2005 2004 2003
31, 2007

1 Subscription Income 21,745.24 12,190.09 1,953.05 - 186.15 - Recurring

2 Lease Rentals 4,263.80 2,180.71 462.89 122.08 155.50 67.36 Recurring

3 Other DTH Revenue - 51.06 77.39 300.00 - - Recurring


Placement and Active Non-
4 Services - 3,592.15 - - - - Recurring

5 Teleport Services 813.38 1,048.88 492.68 71.52 16.50 - Recurring


Non-
6 Royalty - - 25.00 110.00 - - Recurring
Revenue from Network
7 operations - - 993.45 1,000.74 979.22 180.39 Recurring
(Public Mobile Radio
Turnking Services)

8 Call Centre Charges 30.97 57.21 - - - - Recurring

9 Service Income - 13.81 77.96 275.29 148.69 165.65 Recurring


10 Sales(net of Returns)

10A Traded Normally 737.29 69.16 1,191.36 2,678.82 8,026.28 4,302.18 Recurring
Non-
10B Not Normally Traded - - - - 747.29 - Recurring

Total 27,590.68 19,203.07 5,273.78 4,558.45 10,259.63 4,715.58

Note: The above statement should be read with the Significant Accounting Policies and Selected Notes on
Accounts for Restated Summary Statement, as appearing in Annexure D to this Report.

For and on behalf of the Board of Directors

For Dish TV India Ltd.

(Jawahar Lal Goel) (B.D. Narang)


Managing Director Director

Noida, April 24, 2008

154
Dish TV India Limited (Consolidated)
(Formerly known as ASC Enterprises Limited)
Restated Summary Statement of Other Income of the Group
Annexure-K

(Rs. in lacs)
For the nine
For the For the For the For the For the
months
year ended year ended year ended year ended year ended
SN. Particulars ended Nature
March 31, March 31, March 31, March 31, March 31,
December
2007 2006 2005 2004 2003
31, 2007
Interest Received
1 492.97 582.82 31.28 275.55 29.55 20.01 Recurring
(Gross)
Non-
2 Exchange Gain Realised 212.26 251.63 - 66.13 425.91 70.52
Recurring
Market Development Non-
3 - - - - - 200.00
Incentive Recurring
Non-
4 Balances written back - 37.47 56.59 0.51 7.25 11.73
Recurring
Non-
5 Profit on sale of assets - - 42.04 24.02 - -
Recurring
Non-
6 Miscellaneous Income 45.79 15.76 19.27 46.19 16.14 23.38
Recurring
Total 751.02 887.68 149.18 412.40 478.85 325.64
From Related Parties 477.76 528.18 3.81 259.66 - -

Note: The above statement should be read with the Significant Accounting Policies and Selected Notes to
Accounts for Restated Summary Statements, as appearing in Annexure D to this Report.

For and on behalf of the Board of Directors

For Dish TV India Ltd.

(Jawahar Lal Goel) (B.D. Narang)


Managing Director Director

Noida, April 24, 2008

155
Dish TV India Limited (Consolidated)
(Formerly known as ASC Enterprises Limited)
Statement of Accounting Ratios of the Group
Annexure-L

(Rs. in lacs)
For the nine For the For the For the For the For the
months Year Year Year Year Year
S.N
Particulars ended ended ended ended ended ended
o.
December March March 31, March 31, March 31, March 31,
31, 2007 31, 2007 2006 2005 2004 2003
Net Profit/(Loss) before exceptional
1 (30,187.93) (24,428.70) (9,497.87) (3,443.12) (25,292.63) (1,884.96)
items but after Tax
2 Net Profit/(Loss) after exceptional (30,187.93) (24,428.70) (9,497.87) (3,443.12) (13,208.33) (1,884.96)
items and Tax
3 Weighted average number of Equity 428,222,803 428,222,803 71,568,765 71,568,765 71,568,765 71,568,765
Shares outstanding during the
year/period (for Basic as well as
Diluted earning per share) (Refer
Note- 3 below)
4 Number of Equity Shares 428,222,803 428,222,803 71,568,765 71,568,765 71,568,765 71,568,765
outstanding at the end of the
year/period
5 Paid up Value of each equity share 1 1 10 10 10 10
(Rs.)
(Refer Note 3 below)
6 Total Paid-up Capital 4,282.23 4,282.23 7,156.88 7,156.88 7,156.88 7,156.88
7 Reserves & surplus (Net of debit (40,590.12) (10,402.19) 1,567.91 6,158.12 9,646.37 22,978.13
balance in Profit & Loss
Account)(excluding Revaluation
Reserve)
8 Miscellaneous Expenses (to the - - - 0.23 0.82 1.20
extent not written off or adjusted)
9 Net worth (6+7-8) (36,307.89) (6,119.96) 8,724.79 13,314.77 16,802.43 30,133.81
Accounting Ratios
a) Earning per share (In Rs.)
Basic and Diluted before (7.05) (5.70) (13.27) (4.81) (35.34) (2.63)
exceptional items (1) / (3)
Basic and Diluted after exceptional (7.05) (5.70) (13.27) (4.81) (18.46) (2.63)
items (2) / (3)
b) Return on Net Worth (2) / (9) - % Refer Note-2 Refer Note-2 (108.86) (25.86) (78.61) (6.26)
below below
c) Net Asset Value Per Share (9) / (4) (8.48) (1.43) 12.19 18.60 23.48 42.10

156
Dish TV India Limited
(Formerly known as ASC Enterprises Limited)

Note:
1) The ratios have been computed as under:

Basic and Diluted earnings per Net profit/(loss) after tax, as restated, attributable to
equityshare (Rs.) Shareholders
_________________________________________
Weighted average number of equity shares outstanding
during the year/period

Return on Net Worth (%) Net Profit /(Loss) after tax, as restated
__________________________________________
Net Worth, as restated, at the end of the year/period

Net asset value per share (Rs.) Net Worth, as restated, at the end of the year/period
_____________________________________________________
Number of equity shares outstanding at the end of the year/period

2) Return on Net Worth for the year and period ended March 31, 2007 and December 31, 2007
respectively are not given as net worth as on the date as well as profits for the year/period are
negative.

3) Equity Share Capital as at March 31, 2007 was after giving effect to the Scheme but pending
reorganization and actual allotments of share capital (Annexure D).

4) The above statement should be read with the Significant Accounting Policies and selected notes to
accounts for restated Summary Statements, as appearing in Annexure D to this report.

For and on behalf of the Board of Directors

For Dish TV India Limited

(Jawahar Lal Goel) (B D Narang)

Managing Director Director

Noida, April 24, 2008

157
Dish TV India Limited (Consolidated)
(Formerly known as ASC Enterprises Limited
Annexure-M
List of Related Parties
List of parties where control exists.
Name of Subsidiary Extent of Holding (In Percentage) as at
31 Dec '07 31 Mar '07 31 Mar '06 31 Mar '05
Agrani Convergence Limited
51.00 51.00 51.00 100.00
(Holding reduced to 51% on March 31, 2006)
Agrani Satellite Services Limited 100.00 100.00 100.00 100.00
Agrani Wireless Services Limited*@ - - - 98.80
Agrani Satellite Communication Enterprises
- - - 100.00
(Gibraltor) Limited *
Integrated Subscribers Management Services Ltd
100.00 100.00 - -
(Formerly known as Agrani Telecom Limited)#
Quick Call Private Limited*$ - - - 50.96
Smart Talk Private Limited*$ - - - 50.96
Bhilwara Telenet Services Private Limited*$ - - - 50.96
Procall Private Limited*$ - - - 99.37
Agrani Telecom Limited. (Formerly known as Essel
- - - 98.01
Telecom Holding Limited)*$
* Ceased to be subsidiary on 31st March '2006.
# Ceased to be subsidiary on 28 August '2003 and again became subsidiary on 1 April '2006 on transfer of investment to the
parent company under the Scheme of Arrangement.
$ Became subsidiary on 4th December 2002
@ Holding reduced to 52.294% on April 13, 2005

Other Related Parties


Period ended 31st Year ended Year ended Year ended
December, 2007 31st March, 2007 31st March, 2006 31st March, 2005
Smart Talk Private Limited Smart Talk Private Limited Smart Talk Private Limited* Essel Corporate Services
Essel Corporate Services Essel Corporate Services Essel Corporate Services Private Limited
Private Limited Private Limited Private Limited Essel Agro Private Ltd
Essel Agro Private Ltd Essel Agro Private Ltd Essel Agro Private Ltd Cyquator Technologies
Cyquator Technologies Cyquator Technologies Cyquator Technologies Private Limited
Limited Limited Limited Zee Telefilms Ltd (now
Zee Entertainment Zee Entertainment Zee Telefilms Ltd (now known as Zee Entertainment
Enterprises Limited Enterprises Limited known as Zee Entertainment Enterprises Limited)
Pan India Network Infravest Pan India Network Infravest Enterprises Limited) Pan India Network Infravest
Private Limited Private Limited Pan India Network Infravest Private Limited
Pan India Paryatan Limited Pan India Paryatan Limited Private Limited Ayepee Lamitubes Limited
Ayepee Lamitubes Limited Ayepee Lamitubes Limited Ayepee Lamitubes Limited Suncity Projects Limited
Procall Private Limited Procall Private Limited Procall Private Limited* Afro-Asian Satellite
Suncity Projects Limited Suncity Projects Limited Suncity Projects Limited Communication (Gibraltar)
Afro-Asian Satellite Afro-Asian Satellite Afro-Asian Satellite Limited
Communication (Gibraltar) Communication (Gibraltar) Communication (Gibraltar) Afro-Asian Satellite
Limited Limited Limited Communication (U.K.)
Afro-Asian Satellite Afro-Asian Satellite Afro-Asian Satellite Limited
Communication (U.K.) Communication (U.K.) Communication (U.K.) ASC Telecommunication
Limited Limited Limited Limited
ASC Telecommunication ASC Telecommunication ASC Telecommunication Asia Today Limited
Limited Limited Limited Asia TV Limited
Asia Today Limited Asia Today Limited Asia Today Limited Ganjam Trading Co. Private
Asia TV Limited Asia TV Limited Asia TV Limited Ltd
Zee News Limited Zee News Limited Ganjam Trading Co Private Intrex India Limited
Rupee Finance & Ganjam Trading Co. Private Ltd Zee Turner Limited
Management Private Limited Ltd Intrex India Limited Siti Cable Network Limited
ITZ Cash Card Limited Rupee Finance & Zee Turner Limited New Era Entertainment
Wire and Wireless India Management Private Limited Bhilwara Telenet Services Network Limited
Limited ITZ Cash Card Limited Private Limited* Integrated Subscribers
Dakshin Media Gamming Wire and Wireless India Quick Call Private Limited* Management Services
Solutions Private Limited Limited Essel Telecom Holding Limited

158
Rama Associates Limited Dakshin Media Gamming Limited* Jay Properties Private
Zee Turner Limited Solutions Private Limited Siti Cable Network Limited Limited
Zee Interactive Learning Rama Associates Limited New Era Entertainment Prajatma Trading Company
Systems Limited Zee Turner Limited Network Limited Private Limited
Kenlott Gamming Solutions Zee Interactive Learning Integrated Subscribers Veena Investment Private
Private Limited Systems Limited Management Services Limited
Brio Academic Kenlott Gamming Solutions Limited Jawahar Lal Goel,
Zee Foundation Private Limited Jay Properties Private Intrective Tredex Private
Zee Akash News Private Brio Academic Limited Limited
Limited, Zee Foundation Prajatma Trading Company Kavita Goel
E City Entertainment (I) Zee Akash News Private Private Limited Zee Interactive Learning
Private Limited Limited Veena Investment Private System Limited
Zee Sports Limited E City Entertainment (I) Limited
Bhilwara Telenet Services Private Limited Kenllot Gaming Solution
Private Limited, Zee Sports Limited Private Limited
Quick Call Private Limited Bhilwara Telenet Services Intrective Tredex Private
ETC Networks Limited Private Limited Limited
Diligent Media Corporation Quick Call Private Limited Agrani Wireless Services
Limited ETC Networks Limited Ltd.*
Indian Cable Net Company Diligent Media Corporation
Limited Limited * Ceased to be subsidiary on
Intrex Tradex Private Indian Cable Net Company March 31st, 2006
Limited Limited
Pan India Network Mr Jawahar Lal Goel
Investment (P) Limited
Agrani Telecom Limited
Agrani Satellite
Communication
(Gib.)Limited
Essel Shyam
Communication Limited
Essel Shyam Technology
Limited
Director/Key Managerial Personnel
Mr. Subhash Chandra Mr. Subhash Chandra Mr. Subhash Chandra Mr. Subhash Chandra
Mr. Jawahar Lal Goel Mr. Jawahar Lal Goel# Mr. Laxmi Narain Goel Mr. Laxmi Narain Goel
Mr. Ashok Kurien Mr. Ashok Kurien# Mr. Ashok Goel Mr. Ashok Goel
Mr. B.D.Narang Mr. B.D.Naran,# Mr. Puneet Goenka Mr. Puneet Goenka
Mr. Arun Duggal Mr. Arun Duggal# Mr.Rajagopalan Mr.Rajagopalan
Mr. Pritam Singh* Mr. Laxmi Narayan Goel* Chandrashekhar Chandrashekhar
Mr. Eric Zinterhofer$ Mr. Punit Goenka*
Mr.Rajagopalan
Chandrashekhar*
Mr. Ashok Goel*
*w.e.f April 27 , 2007 * Upto January 6, 2007
$w.e.f October 22, 2007 # w.e.f. January 6, 2007

159
Restated Summary Statement of Related Party Transaction
(Rs. In lacs)
Nine Months
Year ended Year ended Year ended
Period ended
Particular March 31, March 31, March 31,
December 31,
2007 2006 2005
2007
With Other Related Parties:
Sales, Services & Recoveries (Net of Taxes) 939.77 4726.63 1,200.13 644.63
Zee Entertainment Enterprises Limited 147.89 1,783.22 85.94 83.23
Zee News Limited 219.01 711.45 46.45 -
Asia Today Limited 316.12 348.97 177.53 27.42
Asia TV Limited - 248.05 172.25 -
Zee Turner Limited 5.00 745.21 - 19.01
Essel Agro Private Limited - - 591.44 67.51
New Era Entertainment Network Ltd. - - 87.50 415.19
Others 251.75 889.73 39.02 32.27
Purchase of Goods & Services 6,881.37 9,877.73 5,163.27 89.54
Zee Turner Limited 3,913.65 8,025.22 26.24 -
Zee Entertainment Enterprises Limited 899.34 674.52 360.80 46.05
ITZ Cash Card Limited 253.16 255.66 54.90 32.63
Essel Agro Private Limited 1,426.78 710.25 7.81 -
New Era Entertainment network Ltd. - - 3,714.87 -
Integrated Subscribers Management Services - - 937.23 0.20
Limited
Agrani Convergence Limited - - - -
Others 388.44 212.08 61.42 10.66
Rent Paid 51.02 55.72 8.64 -
Zee Entertainment Enterprises Limited 22.12 43.34 8.64 -
E-City Entertainment (I) Private Limited 11.51 12.38 - -
Rama Associates Limited 17.39 - - -
Interest Paid 1,464.23 520.12 67.41 -
Zee Entertainment Enterprises Limited 1,176.04 496.25 67.41 -
Rupee Finance & Management Private Ltd. 281.71 9.51 - -
Others 6.48 14.36 - -
Donation - 25.00 - -
Zee Foundation - 25.00 - -
Interest Received 447.75 528.19 3.81 248.55
Essel Agro Private Limited 378.35 460.18 3.81 -
ASC Telecommunication Limited 65.13 68.01 - -
Ganjam Trading Company Private Limited 248.55
Wire & Wireless India Limited 4.27 - - -
Purchase of Fixed Assets 35.82 7,289.34 6,943.18 640.13
Wire & Wireless India Limited 35.82 29.61 - -
Zee Entertainment Enterprises Limited - 7,256.46 6,930.34 639.96
Others - 3.27 12.84 0.17
Sale of Fixed Assets - 5.96 12.16 -
Agrani Telecom Limited - 5.96 - -
Siti Cable Network Limited - - 12.16 -
Sale of Investment - - 2,022.17 -
Essel Agro Private Limited - - 2,022.17 -
Loan, Advance and Deposit Taken (Including 34,705.41 6,421.28 10,141.85 2,690.26
advance against share application money)
Zee Entertainment Enterprises Limited 19,900.00 3,263.25 31.11 -
Wire & Wireless India Limited - 1,053.00 - -
Rupee Finance & Management Private Ltd. 14,800.00 2,100.00 - -
New Era Entertainment Network Ltd. - - 6,900.00 2,541.21
Essel Agro Private Limited - - 830.00 -
Ganjam Trading Co. Private Limited - - 1,787.83 -
Integrated Subscribers Management Services - - 500.00 -
Limited

160
Nine Months
Year ended Year ended Year ended
Period ended
Particular March 31, March 31, March 31,
December 31,
2007 2006 2005
2007
Others 5.41 5.03 92.91 149.05
Repayment of Loan, Advance and Deposit 7,619.09 2,922.49 81.00 518.02
Taken
Essel Agro Private Limited - 250.00 - -
Wire & Wireless India Limited - 1,053.00 - -
Rupee Finance & Management Private Ltd. 7,600.00 1,600.00 - -
Kenlott Gaming Solutions Private Limited - - 21.00 -
New Era Entertainment Network Limited - - - 433.27
Zee Interactive Learning System Private Limited - - - 73.00
Others 19.09 19.49 60.00 11.75
Loan, Advance and Deposit Given 1,483.86 4,236.41 13,896.42 9,381.88
Intrex India Ltd. 1,482.86 - - -
Essel Agro Private Limited - 3,136.46 11,986.06 -
ASC Telecommunication Limited - 941.00 584.59 -
Agrani Telecom Limited - - 36.25 -
Prajatma Trading Company Private Limited - - 355.00 2,070.00
Veena Investment Private Limited - - 700.00 2,055.00
Ganjam Trading Co. Pvt Ltd. - - - 5,184.08
Others 1.00 158.95 234.52 72.80
Refund Received against Loan, Advance and 34.71 2,508.78 13,017.44 6,406.89
Deposit Given
ASC Telecommunication Limited 15.00 155.11 293.86 -
Ganjam Trading Co.(P) Ltd. - - 982.42 4,201.66
Essel Agro Private Limited 18.00 2,312.82 - -
Jay Properties (P) Ltd. - - 5,073.23 1,839.00
Prajatma Trading Company Private Limited - - 3,430.75 355.00
Veena Investment Private Limited - - 2,755.00 -
Others 1.71 40.85 482.18 11.23
Amount Written Off 4.56 - - -
Zee Turner Limited 4.56 - - -
Corporate Guarantee Given - 240.00 - -
Procall Private Limited - 200.00 - -
Quick Call Private Limited - 15.00 - -
Smart Talk Private Limited - 15.00 - -
Bhilwara Telenet Services Limited - 10.00 - -
Corporate Guarantee received - 22,240.31 - -
Zee Entertainment Enterprises Limited - 22,240.31 - -
Provision for Doubtful Advances - 80.31 - -
Brio Academic - 79.50 - -
Others - 0.81 - -
Assets & Liabilities Received Pursuant to
Scheme of Arrangement
DCS undertaking of Zee Entertainment - 13,856.07 - -
Enterprises Limited
Total Assets - 17,119.52 - -
Total Liabilities - 3,263.45 - -
Siti Cable Network Limited - (4,245.84) - -
Total Assets - 10,118.49 - -
Total Liabilities - 14,364.33 - -
New Era Entertainment Network Limited - 98.20 - -
Total Assets - 11,414.15 - -
Total Liabilities - 11,315.95 - -
Assets & Liabilities Received pursuant to
Slump Sale
Essel Agro Private Limited - (4511.78) - -
Total Assets - 15,249.00 - -

161
Nine Months
Year ended Year ended Year ended
Period ended
Particular March 31, March 31, March 31,
December 31,
2007 2006 2005
2007
Total Liabilities - 19,755.78 - -
Purchase Consideration - 5.00 - -
Key Management Personnel
Remuneration to Managing Director 42.82 12.94 - -
Jawahar Lal Goel 42.82 12.94 - -
Salary & Allowances - 10.15 - -
Jawahar Lal Goel - 10.15 - -
Balance at the end of period:
With Other Related Parties:
Loan, Deposit and Advances Given 26,019.62 23,991.35 22,029.49 23,457.77
Afro-Asian Satellite Comm. (UK) Limited 3,768.82 3,768.82 3,768.82 3,768.82
Afro-Asian Satellite Comm. (Gib.) Limited 8,277.08 8,277.08 8,277.08 8,277.08
Agrani Satellite Comm. (Gib.) Limited 38.41 38.41 38.41 -
ITZ Cash Card Limited 2,806.03 1,331.28 - -
Essel Agro Private Limited 9,507.78 8,996.56 9,233.33 -
Jay Properties (P) Ltd. - - - 5,073.23
ASC Telecommunication Limited 1,489.97 1,439.82 585.93 -
Veena Investment Private Limited - - - 2,055.00
Prajatma Trading Company Private Limited - - - 3,075.75
Others 131.53 139.38 125.92 1,207.89
Provision outstanding against advances given 12,164.61 12,164.61 12,084.31 12,084.31
Afro-Asian Satellite Comm. (UK) Limited 3,768.82 3,768.82 3,768.82 3,768.82
Afro-Asian Satellite Comm. (Gib.) Limited 8,277.08 8,277.08 8,277.08 8,277.08
Others 118.71 118.71 38.41 38.41
Loan, Deposit and Advances Taken 31,054.20 2,454.08 1,844.83 6,055.70
(Including advance share application money)
Suncity Project Limited 27.00 27.00 27.00 27.00
Kenlott Gaming Solutions Private Limited - 19.00 19.00 -
Ayepee Lamitube Limited 10.78 10.78 10.78 10.78
Zee Entertainment Enterprises Limited 21,076.25 - - 139.45
Wire & Wireless India Limited - 38.06 - -
Rupee Finance & Management P. Ltd. 7,983.94 506.37 - -
Ganjam Trading Co. Private Limited - 1,787.83 1,787.83 -
New Era Entertainment Network Ltd. - - - 4,364.78
Play Win Infrawest Private Limited - - - 1,370.00
Others 1,956.23 65.04 0.22 143.69
Creditors for expenses and other liabilities 19,552.61 15,876.05 8,661.74 2,857.24
Zee Entertainment Enterprises Limited 7,877.92 7,399.69 4,616.88 452.66
New Era Entertainment network Ltd. - - 2,670.53 -
Integrated Subscribers Management Services - - 1,164.44 -
Limited
Zee Turner Limited 10,494.44 8,006.33 - -
ITZ Cash Card Limited - - 35.69 34.49
ASC (UK) - - - 1,868.41
ASC(martitus) - - - 496.57
Others 1,180.25 470.03 174.20 5.12
Debtors 4,305.48 3,757.00 702.50 199.48
Asia Today Limited 461.27 237.72 178.58 27.42
Asia TV Limited - 164.73 172.25 -
Zee News Limited 598.24 468.82 - -
Zee Entertainment Enterprises Limited 2,061.56 1,933.22 0.53 0.89
Essel Agro Private Limited - - 153.33 61.84
New Era Entertainment Network Ltd. - - 85.54 2.22
Interactive Traders India Limited - - 101.37 101.37
Others 1,184.41 952.51 10.90 5.74
Corporate Guarantee Given 240.00 240.00 40.00 500.00

162
Nine Months
Year ended Year ended Year ended
Period ended
Particular March 31, March 31, March 31,
December 31,
2007 2006 2005
2007
Procall Private Limited 200.00 200.00 - -
Quick Call Private Limited 15.00 15.00 15.00 -
Smart Talk Private Limited 15.00 15.00 15.00 -
Bhilwara Talent Services Limited 10.00 10.00 10.00 -
Suncity Project Limited - - - 500.00
Corporate Guarantee Received 20,050.00 22,240.31 4,000.00 4,000.00
Zee Entertainment Enterprises Limited 20,050.00 22,240.31 4,000.00 4,000.00

Note: 1 The related party transaction disclosed are as per the requirement of Accounting standard ‘18’.
2 Accounting Standard 'AS-18' became applicable to the Company for the financial year ended March
31, 2005 hence above statement is for the financial year ended March 31, 2005 and onwards.
3. The above Statement should be read with the Significant Accounting Policies and selected notes to
accounts Restated Summary Statement as appearing in Annexure D to this report.

For and on behalf of the Board of Directors

For Dish TV India Ltd.

(Jawahar Lal Goel) (B.D.Narang)


Managing Director Director

Noida, April 24, 2008

163
DISH TV INDIA LIMITED (Consolidated)
(formerly Known as ASC Enterprises Ltd.)

Annexure-N

Restated Segmental Reporting of the Company

The Company follows AS-17 “Segmental Reporting” relating to the reporting of financial and descriptive
information about their operating segments in financial statements.

The Company’s reportable operating segments have been determined in accordance with the internal
management structure, which is organized based on the operating business segments as described below. The
geographical segment is not relevant as exports are insignificant.

Direct to Home Services (DTH) – Uplink of satellite television signals to be received by the customer directly
in the home. This segment derives revenue by way of Subscription, Lease Rental, Placement and Active
Services and Other Incomes.

Trading – Trading in electronics and other equipments.

Teleport Services – Facility for uplink signals.

Subscriber Management Services – Providing conditional access services, customer support services and
related activities.

Transponder Services – Acquisition of Transponders for DTH Services and leasing to external parties.

Public Mobile Radio Trunking Services (PMRTS) – Providing mobile radio trunking services. The segment
drives income mainly from network subscription and rental.

Services – Comprises of servicing and leasing of electronic devices

(a) Business Segment (period ended December 31, 2007)

(Rs. In lacs)
Subscriber
Teleport Transponder
Description DTH Trading Management PMRTS Services Unallocated Elimination Total
Services Services
Services

Segment Revenue
External Sales 26,009.04 737.29 813.38 30.97 - - - - - 27,590.68
Inter Segment Sales - 230.67 - 3,979.84 - - - - (4,210.51) -
Total Revenue 26,009.04 967.96 813.38 4,010.81 - - - - (4,210.51) 27,590.68
Segment Results (26,369.41) (408.64) (248.46) 20.06 - - - - - (27,006.47)
Operating Profit/(Loss)
before Interest and Tax (26,369.41) (408.64) (248.46) 20.06 - - - - - (27,006.47)
Interest Expenses - - - - - - - - - 3,647.29
Interest Income - - - - - - - - - 492.97
Profit / (Loss) Before
Tax - - - - - - - - - (30,160.79)
Current Taxes-
FBT/Wealth Tax - - - - - - - - - (43.23)
Deferred Tax - - - - - - - - - 16.09
Tax provision for earlier
- - - - - - - - - -
years written back
Prior Period Adjustments
(Net)- Income/(Loss) - - - - - - - - - -
Profit / (Loss) After Tax
but before Minority
Interest - - - - - - - - - (30,187.93)
Minority Interest - - - - - - - - - -

164
Subscriber
Teleport Transponder
Description DTH Trading Management PMRTS Services Unallocated Elimination Total
Services Services
Services
Profit / (Loss) After Tax
and Minority Interest - - - - - - - - - (30,187.93)

(b) Other segment


Information
Segment Assets 84,044.68 1,031.25 3,012.08 6,758.65 15,613.15 - - 30,748.21 (20,822.69) 120,385.33
Segment Liabilities 152,859.03 1,873.45 75.75 6,884.53 6,378.05 - - - (11,377.59) 156,693.22
Capital Expenditure 17,317.91 - - 1,731.71 91.75 - - - - 19,141.37
Depreciation/Amortisation 10,476.80 0.06 266.88 567.21 - - - - - 11,310.95
Non cash expenditure
other than
Depreciation/Amortisation 2.41 - - - - - - - - 2.41

165
(a) Business Segment (Year ended March 31, 2007)

(Rs. In lacs)
Subscriber
Teleport Transponder
DTH Trading Management PMRTS Services Unallocated Elimination Total
Services Services
Services
Description
Segment Revenue
External Sales 18,014.01 69.16 1,048.88 71.02 - - - - - 19,203.07
Inter Segment Sales - - - 2,747.33 - - - - (2,747.33) -
Total Revenue 18,014.01 69.16 1,048.88 2,818.35 - - - - (2,747.33) 19,203.07
Segment Results (24,678.16) 35.04 (107.83) (70.87) - - - - 1,247.05 (23,574.77)
Operating Profit/(Loss)
(24,678.16) 35.04 (107.83) (70.87) - - - - 1,247.05 (23,574.77)
before interest & Tax
Interest Expenses - - - - - - - - - 1,438.60
Interest Income - - - - - - - - - 582.82
Profit / (Loss) Before
- - - - - - - - - (24,430.54)
Tax
Current Taxes-
- - - - - - - - - (27.19)
FBT/Wealth Tax
Deferred Tax - - - - - - - - - 29.03
Tax provision for
earlier years written - - - - - - - - - -
back
Prior Period
Adjustments (Net)- - - - - - - - - - -
Income/(Loss)
Profit / (Loss) After
Tax but before - - - - - - - - - (24,428.70)
Minority Interest
Minority Interest - - - - - - - - - -
Profit / (Loss) After
Tax and Minority - - - - - - - - - (24,428.70)
Interest

(b) Other segment Information


Segment Assets 72,989.29 463.48 2,930.40 11,180.68 12,643.38 - - 23,488.45 (19,716.79) 103,978.89
Segment Liabilities 103,633.07 1,963.49 249.30 11,116.40 3,408.28 - - - (10,271.69) 110,098.85
Capital Expenditure* 58,929.57 - 2,120.63 2,369.28 98.92 - - - - 63,518.40
Depreciation/Amortisat
5,399.06 23.27 353.78 460.15 - - - - - 6,236.26
ion
Non cash expenditure
other than
509.80 121.68 - 0.16 - - - 79.50 - 711.14
Depreciation/Amortisat
ion

*Capital Expenditure includes assets received pursuant to the Scheme of


Arrangement.

166
DISH TV INDIA LIMITED (Consolidated)
(Formerly ASC Enterprises Limited)

(a) Business Segment (Year ended March 31, 2006)

(Rs. In lacs)
Subscriber
Teleport Transponder
Description DTH Trading Management PMRTS Services Unallocated Elimination Total
Services Services
Services

Segment Revenue
External Sales 2,077.20 1,460.24 492.68 - - 1,478.25 66.33 - (300.92) 5,273.78
Inter - Segment Sales - - - - - - - - - -
Total Revenue 2,077.20 1,460.24 492.68 - - 1,478.25 66.33 - (300.92) 5,273.78
Segment Results (8,715.83) (35.50) (28.38) - (216.34) (342.15) (84.69) - - (9,422.89)
Operating Profit/(Loss)
(8,715.83) (35.50) (28.38) - (216.34) (342.15) (84.69) - - (9,422.89)
before Interest and Tax
Interest Expenses - - - - - - - - - 87.35
Interest Income - - - - - - - - - 31.28
Profit/ (Loss) Before
- - - - - - - - - (9,478.96)
Tax
Current Taxes -
- - - - - - - - - (18.91)
FBT/Wealth Tax
Deferred Tax - - - - - - - - - -
Tax provision for
earlier years written - - - - - - - - - -
back
Prior Period
Adjustments (Net)- - - - - - - - - - -
Income/(Loss)
Profit / (Loss) After
Tax but before - - - - - - - - - (9,497.87)
Minority Interest
Minority Interest - - - - - - - - - 1.82
Profit / (Loss) After
Tax and Minority - - - - - - - - - (9,496.05)
Interest

(b) Other Segment Information


Segment Assets 22,669.59 315.97 952.93 - 12,551.56 - 278.15 14,521.51 (13,962.49) 37,327.22
Segment Liabilities 19,050.55 2,015.33 39.94 - 3,316.46 - 55.49 7,400.00 (3,275.34) 28,602.43
Capital Expenditure 10,250.31 7.94 - - 95.52 278.62 - - - 10,632.39
Depreciation/Amortisat
251.30 13.62 32.15 - - 171.13 20.24 - - 488.44
ion
Non cash expenditure
other than
1.97 74.78 - - - 7.11 2.29 - - 86.15
Depreciation/
Amortisation

167
DISH TV INDIA LIMITED (Consolidated)
(Formerly ASC Enterprises Limited)

(a) Business Segment (Year ended March 31, 2005)

(Rs. In lacs)
Subscriber
Teleport Transponder
Description DTH Trading Management PMRTS Services Unallocated Elimination Total
Services Services
Services

Segment Revenue
External Sales 410.00 3,222.02 71.52 - - 1,135.77 263.80 - (544.66) 4,558.45
Inter - Segment Sales - - - - - - - - - -
Total Revenue 410.00 3,222.02 71.52 - - 1,135.77 263.80 - (544.66) 4,558.45
Segment Results (2,310.50) (930.71) (137.62) - 44.49 (110.38) (30.53) - - (3,475.25)
Operating Profit/(Loss)
(2,310.50) (930.71) (137.62) - 44.49 (110.38) (30.53) - - (3,475.25)
before Interest and Tax
Interest Expenses - - - - - - - - - 247.82
Interest Income - - - - - - - - - 275.55
Profit/ (Loss) Before
- - - - - - - - - (3,447.52)
Tax
Current Taxes -
- - - - - - - - - -
FBT/Wealth Tax
Deferred Tax - - - - - - - - - -
Tax provision for
earlier years written - - - - - - - - - 4.40
back
Prior Period
Adjustments (Net)- - - - - - - - - - -
Income/(Loss)
Profit / (Loss) After
Tax but before - - - - - - - - - (3,443.12)
Minority Interest
Minority Interest - - - - - - - - - 13.72
Profit / (Loss) After
Tax and Minority - - - - - - - - - (3,429.40)
Interest

(b) Other Segment Information


Segment Assets 1,258.39 699.20 295.99 - 12,653.61 6,748.90 114.69 25,898.49 (18,649.89) 29,019.38
Segment Liabilities 5,687.73 1,931.85 - - 6,001.56 7,620.91 55.49 1,150.04 (6,742.97) 15,704.61
Capital Expenditure 331.48 11.91 308.84 - 152.38 203.26 0.30 - - 1,008.17
Depreciation/Amortisat
145.57 58.78 26.69 - - 211.42 34.45 - - 476.91
ion
Non cash expenditure
other than
5.18 295.70 - - - 9.34 116.69 - - 426.91
Depreciation/Amortisat
ion

Note: 1. Accounting Standard ‘AS-17’ became applicable to the Company for the financial year ended March
31, 2005 hence above statement is for the financial year ended March 31, 2005 and onwards.
2. The above Statement should be read with the Significant Accounting Policies and selected notes to
accounts for Restated Summary Statements as appearing in Annexure D to this Report.

For and on behalf of the Board of Directors

For Dish TV India Ltd.

(Jawahar Lal Goel) (B.D.Narang)


Managing Director Director

Noida, April 24, 2008

168
AUDITORS REPORT

The Board of Directors


Dish TV India Limited
(formerly known as ASC Enterprises Limited)
B-10, Lawrence Road Industrial Area
New Delhi- 110035

Dear Sirs,

1. We have examined the Financial Information of Dish TV India Limited (formerly known as ASC
Enterprises Limited) (hereinafter referred to as ‘the Company’) for the nine month period ended on
December 31, 2007 and for each of the financial years ended on March 31, 2007, 2006, 2005, 2004
and 2003 prepared by the Company and approved by the Board of Directors for the proposed
Rights Issue of equity shares of the Company, in accordance with the requirements of:

a. Paragraph B(1) of part II of Schedule II to the Companies Act, 1956 (hereinafter referred
to as ‘the Act’);
b. The Securities and Exchange Board of India (Disclosure and Investor Protection)
Guidelines 2000 (‘the Guidelines) and the clarifications issued by the Securities and
Exchange Board of India (hereinafter referred to as ‘the SEBI’) on January 19, 2000 as
amended from time to time, in pursuance of Section 11 of the Securities and Exchange
Board of India Act, 1992;
c. The terms of reference received from the Company and
d. The Guidance Note on Reports in Company Prospectuses and Guidance Note on Audit
Reports/Certificates on Financial Information in Offer Documents issued by the Institute
of Chartered Accountants of India (ICAI).

The financial information furnished in this report is based on the financial statements which have
been audited by us for the nine months period ended December 31, 2007 and for the financial
years ended March 31, 2007, 2006, 2005, 2004 and 2003 as well. The Financial Statements for the
nine months ended December 31, 2007 are approved by the Board of Directors of the Company for
the purpose of disclosure in the Offer Document being issued by the Company in connection with
the Right Issue of Equity Shares of the Company. These Financial Statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on these accounts
based on our audit.

2. We report that:

(a) (i) Restated Summary Statement of Assets and Liabilities of the Company, as at December 31,
2007 and March 31, 2007, 2006, 2005, 2004 and 2003 is as set out in Annexure 1 to this
report, after making such adjustments and regroupings, as described in para (2)(a)(v) below, as
in our opinion are appropriate and more fully described in the notes appearing in Annexure 4
to this report.

(ii) The Restated Summary Statement of Profit and Loss of the Company for the nine months
period ended December 31, 2007 and for the financial years ended March 31, 2007, 2006,
2005, 2004 and 2003 is as set out in Annexure 2 to this report. These profits and losses have
been arrived at after making such adjustments and regroupings as described in para (2)(a)(v)
below, as in our opinion are appropriate and more fully described in the notes appearing in
Annexure 4 to this report

(iii) The Restated Summary Statement of Cash Flows for the nine months period ended December
31, 2007 and for the financial years ended March 31, 2007, 2006 and 2005 is as set out in
Annexure 3 to this report, after making such adjustments and regroupings in para (2)(a)(v)
below, as in our opinion are appropriate and more fully described in the notes appearing in
Annexure 4 to this report. Restated Summary Statement of Cash Flow for the financial year

169
ended March 31, 2004 and 2003 not provided as in the opinion of the Company, the
Accounting Standard AS 3 became applicable on the Company from accounting period
starting from April 1, 2004 only.;

(iv) The Statement of Significant Accounting Policies applied to all reporting periods in the
financial information, described in para 2(a)(i) to 2(a)(iii) above, as appearing in para A of
Annexure 4 to this report, the Statement of Significant Selected Notes on the Restated
Summary Statement of Assets and Liabilities and Restated Summary Statement of Profit and
Loss and Statement of qualifications in Auditor’s Report during the reporting period, as in our
opinion are appropriate and more fully described in the notes appearing in para B of Annexure
4 to this report.

(v) On the basis of our examination of these “Restated Summary Statements”, as highlighted
above, we state that:

i. There is no adjustment on account of change or correction of accounting


policies;

ii. As explained in Note 12.1 of Para B of Annexure 4, qualifications in the


auditors’ report which require any adjustments in the “Restated Summary
Statements” have been made. However, the qualifications in the auditors’
report in respect of nine months ended December 31, 2007 and financial year
ended March 31, 2007, 2006, 2005, 2004 and 2003, where it is not possible to
make adjustments/ rectifications, have been summarized in Note12.2 and 12.3
of Para B of Annexure 4 to this report;

iii. Notes on adjustments for Restated Summary Statement are given in Para C of
Annexure 4 to this report.

iv. Exceptional items have been separately disclosed in the Restated Summary
Statements however there are no extraordinary items, which need to be
disclosed separately in the Restated Summary Statements and

v. there are no revaluation reserves which need to be disclosed separately in the


“Restated Summary Statements”.

As a result of these adjustments, the amounts reported in the above mentioned


statements/financial information are not necessarily the same as those appearing in the audited
financial statements for the relevant financial years/period.

(b) The Company has not declared any dividend during nine months ended December 31, 2007
and financial year ended March 31, 2007, 2006, 2005, 2004 and 2003.

(c) For the financial year ended March 31, 2004 and 2003, Segment Reporting and Related Party
Transactions are not presented as in the opinion of the Company, the relevant accounting
standards ‘AS-17’ and ‘AS 18’ respectively became applicable to the Company from
accounting period commencing from April 1, 2004.

(d) The Company has not prepared Statement of Tax Shelter of the Company for all the reported
periods as the Company has not recognized deferred tax benefits and liabilities based on the
conservative policy of the Company keeping in view accumulated loss and unabsorbed
depreciation.

(e) We draw reference to Note 4 para B of Annexure 4 to Selected Notes to Accounts regarding
preparing the accounts on going concern basis.

3. We have examined the following financial Information relating to the Company, proposed to be
included in the Offer Document, as approved by the Board of Directors of the Company and
annexed to this report:
i. Capitalization Statement as at December 31, 2007, enclosed in Annexure 5.

170
ii. Details of Secured and Unsecured Loans taken, enclosed in Annexure 6.
iii. Details of Investments, enclosed in Annexure 7.
iv. Details of Sundry Debtors, enclosed in Annexure 8.
v. Details of Loans and Advances, enclosed in Annexure 9.
vi. Details of items of Sales and Services, enclosed in Annexure 10.
vii. Details of items of Other Income, enclosed in Annexure 11.
viii. Statement of accounting ratios based on the adjusted profits relating to earnings per share, net
asset value per share, return on net worth, enclosed in Annexure 12.
ix. Details of Related Party Transaction (related parties within the meaning of AS 18 issued by
ICAI), enclosed in Annexure 13.
x. Details of Segment Reporting, enclosed in Annexure 14
xi. Statement of Tax Shelters, enclosed in Annexure 15.
xii. Details of Contingent Liabilities, as appearing in Note 10 Para B of Annexure 4.

4. In our opinion, the financial information as referred to in Para 2 and 3 above, read with the
respective significant accounting policies and notes disclosed in Annexure 4 and after making
adjustments and re-groupings as considered appropriate and disclosed in Para 2 (a) (v) above has
been prepared in accordance with part II of Schedule II of the Act and the Guidelines.

5. This report should not, in any way be construed as a re-issuance or re-dating of any of the previous
audit reports issued by the auditors for the respective years nor should this report be construed as a
new opinion on any of the financial statements referred to herein.

6. This report is intended solely for your information and for inclusion in the Offer Document in
connection with the proposed Rights Issue of the Company and is not be used, referred to or
distributed for any other purpose without our prior written consent.

L. K. Shrishrimal
Partner
M.No.72664
For MGB & Co
Chartered Accountants
Place: Noida
Dated: April 24, 2008

171
Dish TV India Limited
(Formerly known as ASC Enterprises Limited)

Restated Summary Statement of Assets and Liabilities of the Company


Annexure-1

(Rs in Lacs)
As at
Particulars December March 31, March 31, March 31, March 31, March
31, 2007 2007 2006 2005 2004 31, 2003

A Fixed Assets

a) Intangible Assets
Gross Block 7,261.50 7,253.25 1,000.28 1,000.00 1,000.00 -
Less :
Depreciation/Amortization up
to date 1,924.77 855.74 250.00 150.00 50.00 -
Net Block 5,336.73 6,397.51 750.28 850.00 950.00 -
b) Tangible Assets
Gross Block 72,332.01 54,449.08 5,567.92 713.18 101.20 43.41
Less :
Depreciation/Amortization up
to date 15,555.43 5,881.28 259.10 81.06 25.98 19.48
Net Block 56,776.58 48,567.80 5,308.82 632.12 75.22 23.93
Capital Work in Progress 10,684.65 11,264.06 5,365.24 - 260.90 -
72,797.96 66,229.37 11,424.34 1,482.12 1,286.12 23.93

B Investments 9,645.10 9,445.10 9,440.10 11,263.61 11,271.11 12,523.10

Current Assets, Loans and


C Advances
Inventories 472.72 113.71 47.47 - - -
Sundry Debtors 4,159.32 3,906.44 753.30 233.76 460.36 -
Cash and Bank Balances 1,372.12 1,133.17 593.62 441.08 464.01 17.08
Loans and Advances 29,986.22 18,694.06 14,680.02 12,545.49 13,166.91 24,814.79
Accrued Interest on
Investments - - - - 0.14 0.14
35,990.38 23,847.38 16,074.41 13,220.33 14,091.42 24,832.01
D Liabilities and Provisions
Secured Loans 14,427.34 14,446.96 780.85 1,394.48 213.47 -
Unsecured Loans 27,787.47 3,063.15 56.78 97.78 1,787.78 1,800.00
Current Liabilities and
Provisions 110,719.98 86,372.26 18,252.86 5,277.61 3,060.34 202.12
Advance Share Application
Money - - 7,400.00 - 0.45 0.45
152,934.79 103,882.37 26,490.49 6,769.87 5,062.04 2,002.57
E Net worth (A+B+C-D) (34,501.35) (4,360.52) 10,448.36 19,196.19 21,586.61 35,376.47
F Represented by
i Share Capital 4,282.23 7,156.88 7,156.88 7,156.88 7,156.88 7,156.88
Less: Share Suspense (Refer
Note 5 of Annexure 4) - 2,874.65 - - - -
4,282.23 4,282.23 7,156.88 7,156.88 7,156.88 7,156.88
ii Reserves & Surplus
(Excluding Revaluation
Reserve) 16,958.57 16,958.57 37,282.45 37,282.45 37,282.45 37,282.45
Less: Debit Balance of Profit
and Loss Account (55,742.15) (25,601.32) (33,990.97) (25,243.14) (22,852.72) (9,062.86)
Reserves & Surplus (Net) (38,783.58) (8,642.75) 3,291.48 12,039.31 14,429.73 28,219.59
G Net worth (i+ii) (34,501.35) (4,360.52) 10,448.36 19,196.19 21,586.61 35,376.47

172
Note: The above Statement should be read with the Significant Accounting Policies and selected notes to
accounts for Restated Summary Statement as appearing in Annexure 4 to this report.

For and on behalf of the Board of Directors

For Dish TV India Ltd.

(Jawahar Lal Goel) (B.D.Narang)


Managing Director Director

Noida, April 24, 2008

173
Dish TV India Limited
(Formerly known as ASC Enterprises Limited)

Restated Summary Statement of Profit and Loss of the Company


Annexure-2

(Rs in Lacs)
For the nine For the For the For the For the For the
months ended year ended year ended year ended year ended year ended
Particulars
December March 31, March 31, March 31, March 31, March 31,
31, 2007 2007 2006 2005 2004 2003

INCOME
Sales & Services (Refer Annexure-10) 27,685.51 19,132.05 3,144.04 964.06 1,054.94 100.00
Other Income (Refer Annexure-11) 745.44 876.68 77.46 284.67 25.46 12.95
28,430.95 20,008.73 3,221.50 1,248.73 1,080.40 112.95
Increase/(Decrease) in Inventories 359.00 66.23 47.46 - - -

Total 28,789.95 20,074.96 3,268.96 1,248.73 1,080.40 112.95


EXPENDITURE
Purchases 1,544.48 120.31 611.77 469.52 716.39 -
Operating Costs 23,954.89 22,425.65 7,250.75 2,334.74 432.62 -
Personnel Cost 2,181.02 1,487.21 214.87 200.16 135.55 143.09
Administrative and Other Expenses 1,968.02 2,556.94 186.91 159.77 1,314.68 83.20
Selling and Distribution Expenses 14,637.45 10,250.30 3,264.47 0.62 0.50 0.51
Financial Charges 3,860.44 1,752.91 201.28 306.47 131.19 228.52
Depreciation/Amortization 10,743.68 5,752.84 283.45 172.26 56.70 5.37

Total 58,889.98 44,346.16 12,013.50 3,643.54 2,787.63 460.69


Profit/(Loss) before Tax and
Exceptional items (30,100.03) (24,271.20) (8,744.54) (2,394.81) (1,707.23) (347.74)
Exceptional items (Refer Note 9.1 to
Annexure 4) - - - - (12,084.30) -
Profit/(Loss) before Tax but after
Exceptional items (30,100.03) (24,271.20) (8,744.54) (2,394.81) (13,791.53) (347.74)
Provision for Taxation-Current Tax - - - - - -
-Deferred Tax - - - - - -
-Fringe Benefit Tax 40.44 24.50 3.29 - - -
-Wealth Tax 0.36 0.58 - - - -
Excess Provision for earlier years
Written Back - - - 4.40 1.67 -
Profit/(Loss) after Tax (30,140.83) (24,296.28) (8,747.83) (2,390.42) (13,789.86) (347.74)
Balance Brought Forward (25,601.32) (33,990.97) (25,243.14) (22,852.72) (9,062.86) (8,715.12)
Less:Transfer to Restructuring
Account(Refer Annexure 4 ) - 32,685.93 - - - -

Balance Carried to Balance Sheet (55,742.15) (25,601.32) (33,990.97) (25,243.14) (22,852.72) (9,062.86)

Net Profit/(Loss) Before Adjustment as


per Audited Statement (30,553.99) (25,188.15) (20,783.26) (2,788.40) (77.41) (321.75)
Total of Adjustments (See Para C.2 of
annexure 4) 413.16 891.87 12,035.43 397.98 (13,712.45) (25.99)
Net Profit/(Loss) after Adjustment (30,140.83) (24,296.28) (8,747.83) (2,390.42) (13,789.86) (347.74)

Note: The above statement should be read with the Significant Accounting Policies and Selected Notes to
Accounts for Restated Summary Statements, as appearing in Annexure 4 to this Report.

For and on behalf of the Board of Directors

For Dish TV India Ltd.

174
(Jawahar Lal Goel) (B.D.Narang)
Managing Director Director

Noida, April 24, 2008

175
Dish TV India Limited
(Formerly known as ASC Enterprises Limited)

Restated Summary Statement of Cash Flow of the Company


Annexure-3

(Rs in Lacs)
For the nine For the For the For the
months ended year ended year ended year ended
Particulars
December 31, March 31, March 31, March 31,
2007 2007 2006 2005
A) Cash Flow from Operating Activities
Net Profit/(Loss) before Tax (30,100.03) (24,271.20) (8,744.54) (2,394.81)
Adjustment for :
Depreciation/Amortization 10,743.68 5,752.84 283.45 172.26
Interest Income (487.38) (575.24) (27.46) (269.54)
Loss on Sale of Assets 2.41 12.36 1.97 5.18
Profit on Sale of Investments (24.78) - - -
Provision for Doubtful Debts and Advances - 576.94 - -
Exchange Adjustments (Net) (15.95) (32.08) - -
Interest Expenses 3,647.14 1,430.56 61.28 230.09
Balances Written Off - - (50.00) -
Operating Profit before Working Capital Changes (16,234.91) (17,105.82) (8,475.30) (2,256.82)
Adjustment for :
Decrease/(Increase)in Inventories (359.00) (66.23) (47.46) -
Decrease/(Increase) in Trade and Other Receivables (8,103.15) (6,521.16) (3,273.80) 238.13
Increase/(Decrease) in Trade and Other Payables 23,017.94 42,014.29 9,563.28 2,223.06
Cash Generated from Operations (1,679.12) 18,321.08 (2,233.28) 204.37
Less : Direct Taxes Paid (Net) (65.10) (71.70) (3.98) (43.38)
Net Cash Flow from Operating Activities (1,744.22) 18,249.38 (2,237.26) 160.99
B) Cash Flow from Investing Activities
Proceeds from Sale of Investments 6,324.78 - 1,823.51 7.50
Purchase of Investments (6,500.00) - - -
Security Received against Capital goods - 505.60 3,407.96 -
Proceeds from Sale of Fixed Assets 3.23 4.30 22.67 5.99
Purchase of Fixed Assets (including Capital Work in
Progress) (17,317.92) (33,725.78) (10,250.30) (379.42)

Decrease/(Increase) in loans given to Subsidiaries(net) - - 1,521.25 16.00


Loans given to Others - (2,016.00) (7,795.82) (5,184.08)
Loan repaid by Others 24.09 1,908.33 5,995.68 6,039.90
Advance Share Application to Subsidiaries (2,956.30) (66.37) 1,203.30 (219.95)
Advance Share Application to Others - (700.00) (300.00) -
Share Application money refund received - 1,000.00 - -
Interest received 42.81 47.05 27.46 269.67
Net Cash Flow from Investing Activities (20,379.31) (33,042.87) (4,344.29) 555.61
C) Cash Flow from Financing Activities
Advance Share Application Money Received - - 7,400.00 -
Repayment of Advance Share Application Money
Received - - - (0.45)
Interest Expenses (2,188.41) (1,313.92) (66.64) (224.73)
Net Proceeds from Long Term Borrowing (31.07) (40.02) 21.81 (5.13)
Proceeds from Short Term Borrowing 44,894.96 19,154.36 588.92 1,190.78
Repayment of Short Term Borrowing (20,313.00) (2,600.00) (1,210.00) (1,700.00)
Net Cash Flow from Financing Activities 22,362.48 15,200.42 6,734.09 (739.53)
Net Cash Flow during the period/year (A+B+C) 238.95 406.93 152.54 (22.93)
Cash and Cash Equivalents received pursuant to the
Scheme - 132.62 - -
Cash and Cash equivalents at the beginning of the
period/year 1,133.17 593.62 441.08 464.01
Cash and Cash Equivalents at the end of the
period/year 1,372.12 1,133.17 593.62 441.08

176
For the nine For the For the For the
months ended year ended year ended year ended
Particulars
December 31, March 31, March 31, March 31,
2007 2007 2006 2005
Cash and Cash Equivalents at the end of the
period/year comprises of:
Cash in Hand 8.89 0.68 1.49 0.30
Balances with Scheduled Banks in Current Accounts 818.15 598.61 176.53 26.47
Balances with Scheduled Banks in Deposit Accounts 545.08 533.88 415.60 414.31

Notes: 1. Accounting Standard 'AS-3' became applicable to the Company for the financial year ended March
31, 2005 hence above statement includes cash flow statement for the financial year ended March
31, 2005 and onwards
2. Assets and Liabilities received pursuant to the Scheme and business acquired are not considered in
the above cash flow statement, being non cash transaction.
3. The above Statement should be read with the Significant Accounting Policies and selected notes to
accounts for Restated Summary Statement as appearing in Annexure 4 to this Report.

For and on behalf of the Board of Directors

For Dish TV India Ltd.

(Jawahar Lal Goel) (B.D. Narang)


Managing Director Director

Noida, April 24, 2008

177
Dish TV India Limited
(Formerly known as ASC Enterprises Limited)
Annexure-4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND SUMMARY OF SELECTED NOTES


TO ACCOUNTS TO THE RESTATED SUMMARY STATEMENT

A. SIGNIFICANT ACCOUNTING POLICIES:-

(a) Accounting Convention:

i. The Company generally follows mercantile system of accounting and recognizes income and expenditure
on accrual basis except those with significant uncertainties.

ii. The financial statements have been prepared on historical cost convention and in accordance with the
accounting standards referred to in Section 211 (3C) of the Companies Act, 1956.

(b) Fixed Assets:

I. Intangible fixed assets

i. Software is capitalized as an intangible asset on meeting recognition criteria.

ii. DTH License fee paid is considered as an intangible asset and stated at cost less amortization.

II. Tangible fixed assets

i. Tangible fixed assets are stated at Cost less accumulated depreciation. Cost includes capital cost,
freight, installation cost, duties and taxes and other incidental expenses incurred during the
construction/installation stage attributable to bringing the assets to working condition for its
intended use.

ii. All capital costs and incidental expenditure incurred during pre operational period and advances
paid for capital expenditure are shown as Capital work-in-progress.

iii. Customer premises equipments are being capitalized on its activation.

(c) Depreciation/Amortization:

i. Depreciation on tangible fixed assets is provided on straight line method at the rates and in the
manner prescribed in Schedule XIV to the Companies Act 1956, except customer premises
equipments on which depreciation is provided @ 20% based on useful life estimated by the
management

ii. Software is amortized over a period of five years or license period whichever is shorter

iii. Goodwill on acquisition is amortized over a period of five years.

iv. Leasehold improvements are amortized over the period of lease.

v. License fee is amortized over the period of license.

(d) Revenue Recognition:

i. Subscription revenue is recognized on completion of service.

ii. Sale of goods is recognized when risk and rewards of ownership are passed on to the customer,
which is generally on dispatch of goods.

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iii. Lease Rentals are recognized as revenue as per the terms of the agreement.

(e) Investments:

I. Long Term investments are stated at cost. Provision for diminution in value of long term
investment is made, if the diminution is other than temporary.

II. Current investments are stated at cost or fair value whichever is lower.

(f) Inventories:

Inventories are valued at lower of cost and net realizable value. Cost is identified on weighted average
basis.

(g) Retirement Benefits:

The Accounting Standard (AS) 15, “Employee Benefits (revised 2005)”, issued by the Council of
Institute of Chartered Accountants of India, originally comes into effect in respect of the accounting
periods commencing on or after April 01, 2006 and was mandatory in nature from that date.
Consequently, the above standard becomes applicable to the Company for any period on or after the
effective date. However, subsequently the Council of the Institute has deferred the mandatory
applicability of the standard for all periods on and after 7 December 2007. The Company adopted the
Accounting Standard (AS) 15, “Employee Benefits (revised 2005)” for the first time in preparing the
financial statements for the period April 01, 2006 to March 31, 2007. For the purpose of the restated
statements, AS-15 (revised) has not been applied for the years ended March 31, 2006, 2005, 2004 and
2003 as the same was not applicable in those years. The restated financial statements for those years
have been prepared in compliance with the erstwhile Accounting Standard (AS) 15. Consequently
significant impact, if any, of applicability of the new standard has not been recognized in the restated
statements for the years ended March 31, 2006, 2005, 2004 and 2003.

I. For the year ended March 31, 2006, 2005, 2004 and 2003

i. Provident fund and gratuity benefits

Retirement benefits to employees comprise contributions to provident fund and gratuity.


Provident fund contributions are charged to the Profit and Loss Account. The Company’s
contribution to employees gratuity fund Scheme of Life Insurance Corporation (LIC) is
charged to profit and loss account. Further, provision is made for the shortfall, if any, based on
actuarial valuation at the year end by an independent actuary. Effective from 31st March,
2006, the Company has discontinued the payment of contribution to gratuity fund scheme of
LIC.

ii. Leave Encashment

Provision for leave encashment is made on the basis of actuarial valuation at year-end and
incremental provision is charged to the Profit and Loss Account on accrual basis.

II. For the year ended March 31, 2007 and nine months ended December 31, 2007

i. Defined contribution plan


In respect of retirement benefits in the form of provident fund, the contribution payable by the
Company is charged to the profit and loss account for the year.

ii. Defined Benefit plan


The present value of defined benefit obligation and the related current service cost are
measured using the projected unit credit methods with actuarial valuation being carried out at
each balance sheet date. The defined benefit obligations are not funded.

Leave encashment:

179
Liability for leave encashment is provided on the basis of actuarial valuation at the balance
sheet date.

Gratuity

Gratuity liability for the year is provided on the basis of actuarial valuation as per defined
retirement plan covering eligible employees. The plan provides payment to vested employees on
retirement, death or termination of employment of an amount based on the respective employee’s
salary and the term of employment with the Company.

The Company has changed the method of computing provision for gratuity and leave encashment
from the method prescribed under AS 15 (Accounting for Retirement Benefits) to AS 15
(Employee Benefit) (revised 2005). Pursuant to the adoption, the transitional obligation of the
Company amounting to Rs 22.40 lacs has been adjusted against general reserve as provided in the
AS.

(h) Foreign Currency Transactions:

Transactions in foreign currency are recorded at the exchange rate prevailing on the date of transaction.
Monetary assets and liabilities denominated in foreign currency are translated at the exchange rate prevailing at
the balance sheet date and gains or losses on translation are recognized in Profit and Loss account. Non
monetary foreign currency items are carried at cost.

(i) Borrowing Cost:

Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as a
part of such assets. All other borrowing costs are charged to revenue.

(j) Taxes on Income:

Tax expense comprise of current, deferred and fringe benefit tax. Current income tax and fringe benefit tax is
measured at the amount expected to be paid to the tax authorities in accordance with Indian Income Tax Act.
Deferred Tax is recognized, subject to consideration of prudence, on timing difference, being the difference
between taxable income that originate in one period and are capable of reversal in one or more subsequent
periods and measured using relevant enacted tax rates. At the balance sheet date the company assesses
unrealized deferred tax assets to the extent they become reasonably certain or virtually certainty of realization,
as the case may be.

(k) Operating Lease:

Lease of the assets where all the risk and rewards of ownership are effectively retained by the lessor are
classified as operating lease. Lease payments/revenue under operating lease are recognized as an
expense/income on accrual basis in accordance with respective lease agreement

(l) Earning Per Share:

Basic earnings per share is computed and disclosed using the weighted average number of common shares
outstanding during the year. Diluted earnings per share is computed and disclosed using the weighted average
number of common and dilutive common equivalent share outstanding during the year except where the result
would be anti dilutive.

(m) Employees Stock Option Scheme:

In respect of stock option granted pursuant to the Company’s Stock Options Scheme, the intrinsic value of the
option is treated as discount and accounted as employee compensation cost over the vesting period.

(n) Impairment:

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If the carrying amount of fixed assets exceeds the recoverable amount on the reporting date, the carrying amount
is reduced to the recoverable amount. The recoverable amount is measured at the higher of the net selling price
and value in use determined by the present value of estimated cash flows.

B. SELECTED NOTES TO ACCOUNTS

1. Background:

Dish TV India Limited is mainly in the business of providing Direct to Home (DTH) Satellite
Television Service and Teleport Service. During the year 2006-07, the name of the Company has
been changed from ASC Enterprises Limited to Dish TV India Limited.

2. Use of Estimates:

The preparation of the financial statements in accordance with the generally accepted accounting
principles requires the management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosure of contingent liabilities as at the date of the financial
statements and the reported amount of revenue and expenses of the period. Actual results could differ
from those estimates.

3. Shareholder’s Fund:

3.1 Capital Structure:

(Rs. in lacs)
Nine Months Period
Year ended
Share Capital ended
March 31, 2007
December 31, 2007
A. Authorized Capital
730,000,000 Equity Shares of Re. 1 each 7,300.00 7,300.00
B. Issued, Subscribed and Paid-up
428,222,803 (715,687,650) Equity Shares of Re. 1 each fully 4,282.23 7,156.88
paid up
Share Capital Suspense - (2,874.65)
Total 4,282.23 4,282.23
Note: Refer Note 5 below for changes in capital structure pursuant to the Scheme of Arrangement.

3.2 Reserve and Surplus:


(Rs. in lacs)
Nine Months Period
Year ended
Reserve and Surplus ended
March 31, 2007
December 31, 2007
Securities Premium
As per last Balance Sheet - 37,282.45
Less: Transferred to Restructuring Account - 37,282.45
Total - -
General Reserve
As per last Balance Sheet 16,958.57 -
Transferred from Restructuring Account pursuant to the Scheme - 16,980.97
Less: Adjustment pursuant to transitional Provision as per AS- - 22.40
15
Total 16,958.57 16,958.57

4. Going Concern:

The restated financial statements have been prepared assuming the Company will continue as a
going concern. The management believes that it is appropriate to prepare these financial statements
on a ‘going concern’ basis, for the following reasons:

4.1 The Company holds DTH license from Government of India for considerable long time.

181
4.2 The Company is the first to launch DTH services in India. This business necessitates long
gestation period to stand on its feet. Being first mover, the Company has incurred huge
expenses on awareness of the product, brand building on a pan India basis. The benefit of
these expenses will accrue in the future years.

4.3 The Promoters are fully seized of the matter and is of the view that going concern assumption
holds true and that the Company will be able to discharge its liabilities in the normal course
of business. Hence no adjustment is made on account of reclassification of assets and
liabilities for the going concern assumption.

5. The Scheme of Arrangement:

During the financial year ended 31st March, 2007, the Scheme of Arrangement (the Scheme)
under Section 391 to 394 read with Section 78, 100 and other applicable provisions of the
Companies Act 1956 between Zee Entertainment Enterprises Ltd. (ZEEL) (formerly known as Zee
Telefilms Limited), Siti Cable Network Limited (SITI) and New Era Entertainment Network Ltd.
(NEENL) and Dish TV India Limited (the Company) (formerly known as ASC Enterprises
Limited) and their respective shareholders have been sanctioned by the Hon’ble High Court of
Judicature at Mumbai and High Court of Judicature at New Delhi vide their respective order dated
12th January, 2007 and 18th December, 2006 and a copy of these orders have been filed with the
respective Registrar of Companies on 17th January, 2007 and 19th January, 2007 respectively. The
Scheme has been given effect in financial statements for the year ended 31st March 2007 except
actual allotment and reorganization of share capital, which has taken place in the financial period
ended 31st December, 2007.

5.1 Pursuant to the Scheme, Direct Consumer Services undertaking (DCS) of ZEEL including
investment made by ZEEL in SITI and the entire business and whole of the undertaking of
the transferor Companies i.e. SITI and NEENL have been transferred to and vested in the
Company on appointed date i.e.1st April, 2006 on going concern basis. The assets and the
liabilities of DCS undertaking of ZEEL at book value and of SITI and NEENL at fair value
accounted on Purchase Method as per ‘Accounting Standard- 14’ have been transferred to
and vested in the Company as under:

(Rs. in lacs)
DCS undertaking
Particulars SITI NEENL
of ZEEL
Gross Block of Fixed Assets 3,204.42 757.24 265.17
Less: Depreciation 475.67 - -
Net Block of Fixed Assets 2,728.75 757.24 265.17
Capital Work in Progress - 3,293.48 -
Investments 193.64 10.00 -
Share Application Money 14197.14 5,000.00 6,900.00
Current Assets, Loans and Advances - 1,057.76 4,248.97
Total Assets (A) 17,119.53 10,118.48 11,414.14
Loan Funds 3,263.25 10.70 71.00
Current Liabilities and Provisions 0.20 14,353.63 11,244.95
Total Liabilities (B) 3,263.45 14,364.33 11,315.95
Surplus/(Deficit) (A-B) 13,856.08 (4,245.85) 98.19

5.2 Reorganization of Share Capital:-

5.2.1 The paid up equity share capital of the Company had been sub-divided on 25th
September, 2006 by splitting 71,568,765 equity share of Rs. 10 each into 715,687,650
equity share of Re. 1 each.

182
5.2.2 Pursuant to the Scheme following effect are given in the financial statements for the
year ended 31st March, 2007 considering the shareholding pattern of ZEEL on record
date i.e. 20th February, 2007:-

• 997,203,560 equity shares of Re 1 each fully paid to be issued in the ratio of 23


equity shares of Re 1 each fully paid up of the Company for every 10 equity shares of
Re 1 each fully paid up of ZEEL.

• Reduction of above equity share capital by way of cancellation of 3 equity shares of


Re. 1 each fully paid up for every 4 equity shares of Re. 1 each fully paid up resulting
in final issues of 249,300,890 equity shares of Re. 1 each fully paid up.

• Pending actual action, the difference on allotment, cancellation, reduction and issue
of Share Capital as above has been taken to the “Share Capital Suspense”. The actual
action has been taken place during the period ended 31st December, 2007.

5.2.3 The Share capital of the Company Rs. 715,687,650 divided into 715,687,650 equity
shares of Re 1 each fully paid up will be reduced by cancellation of 3 equity shares of
Re 1 each fully paid up for every 4 equity shares of Re 1 each fully paid up. The
resultant Share Capital will be Rs. 1,789.22 lacs. Pending actual reduction, Rs. 5,367.66
lacs has been taken to ‘Share Capital Suspense’.

5.3 Pursuant to the Scheme, surplus Rs. 16,980.97 lacs in the Restructuring Account after
carrying out following adjustments as per the Scheme has been transferred to General
Reserve Account.

5.3.1 The value of net assets of DCS undertaking of ZEEL as reduced by the face value of
equity shares to be issued amounting to Rs.11, 363.07 lacs has been credited to
Restructuring Account as prescribed in the Scheme.

5.3.2 The value of net assets/ (liabilities) of SITI and NEENL amounting to (Rs. 4,439.48
lacs) and Rs. 93.20 lacs respectively, as reduced by the cancellation of the
investments amounting to Rs. 193.63 lacs and Rs. 5.00 lacs respectively has been
(debited)/credited to Restructuring Account as prescribed in the Scheme.

5.3.3 Balance in Securities Premium Account and Profit and Loss Account (Debit Balance)
amounting to Rs. 37,282.45 lacs and Rs. 32,685.93 lacs respectively has been
transferred to Restructuring Account.

5.3.4 Reduction in share capital Rs. 5,367.66 lacs has been transferred to Restructuring
Account.

5.4 Pursuant to demerger of DCS undertaking of ZEEL , SITI and NEENL became wholly
owned subsidiaries of the Company and hence upon the merger of the Subsidiaries with the
Company, entire equity share capital of these Companies stand automatically cancelled and
hence there will not be any issue and allotment of shares of the Company.

5.5 The transactions of NEENL, SITI and DCS business of ZEEL between the appointed date
and the effective date are deemed to be made on behalf of the Company. Accordingly, all
assets, liabilities, income and expenditure of the demerged undertakings for the said period
are taken over by the Company and given effect in those financial statements.

5.6 The assets, license and agreements etc. transferred pursuant to the Scheme of Arrangement
are in the process of registration/transfer in the name of the Company.

6. During the financial year ended 31st March, 2007, the Company acquired DTH Equipment Unit
Business (DEU) of Essel Agro Private Limited on a going concern basis vide agreement to transfer
DTH Equipment Unit (DEU) Business dated 31st December, 2006. Pursuant to the agreement
following assets and liabilities have been acquired and are included in these financial statements.

183
The goodwill arising on acquiring of DEU Business amounting to Rs. 4,511.78 lacs (including
purchase consideration Rs. 5.00 lacs) has been treated as intangible asset.

(Rs. in lacs)
Particulars Amounts
Fixed Assets 15,034.97
Current Assets, Loans and Advances 214.03
Total Assets 15,249.00
Current Liabilities and Provisions 19,755.78
Net Deficit 4,506.78

7. Taxes on Income:

7.1 In view of the losses incurred during all the years/period covered in restated account and
brought forward losses, provision for taxation is not required under the provisions of
Income Tax Act, 1961.

7.2 As per the requirement of ‘Accounting Standard-22’ issued by The Institute of Chartered
Accountant of India, applicable from period 1st April, 2001, the accumulated deferred tax
assets (Net) of the Company not taken in accounts based on conservative policy of the
Company amounting to Rs. 21,615.05 lacs (year ended 31st March, 2007 Rs. 11,614.44
lacs) as per detail given below:

(Rs. in lacs)
Nine months period
Year ended
Particulars ended
March 31, 2007
December 31, 2007
Deferred Tax Assets
Unabsorbed Depreciation & Business Losses 21,237.95 12,211.92
Depreciation 45.76 -
Disallowances under the Income Tax Act 331.34 313.99
Total 21,615.05 12,525.91
Deferred Tax Liabilities
Depreciation - 911.47
Total - 911.47
Deferred Tax Balance (Assets)(Net) 21,615.05 11,614.44

8. Capital Work in Progress:

Capital Work in Progress comprises of equipments [including customer premises equipment


(CPE)], capital goods in transit, capital advances and pre-operative project expenses ( to be
eventually allocated to fixed assets on commencement of commercial operation ). The CPE with
dealer, distributor and others are subject to confirmation and CPE with the company are subject
to physical verification and reconciliation.

9. Others Disclosures:

9.1 Exceptional item expensed in the financial year ended 31st March, 2004 represents
provision for doubtful advance Rs. 12,084.30 lacs (including due from a subsidiary of
shareholder Rs. 8277.08 lacs) relating to multi mission satellite system project. The
approval of the Reserve Bank of India is yet to be obtained.

9.2 Sharing of Expenses:


The expenses under various heads are net of expenses shared with subsidiaries and other
related parties as per arrangement.

9.3 As per advice received and in terms of DTH license agreement the Company has
provided license fee on its gross revenue from DTH subscriber.

9.4 In the financial statement for the year ended 31 March 2005, the Company has granted
rights to distribution, marketing and aggregation (DTH Service) w.e.f. 1st April 2004 for

184
a lump sum consideration of Rs 410 lac p.a. to New Era Entertainment Network Limited
(NEENL) which has been terminated on 15 June 2005. The Company has provided
license fees payable to Pay & Accounts Officer, Ministry of I & B, New Delhi on the
revenue accounted by NEENL from these services.

9.5 As at the balance sheet date, the Company has following foreign currency payable and
receivables which are not hedged by a derivative instrument or otherwise:-
(Amount in lacs)
Particulars Nine months period ended Year ended
December 31, 2007 March 31, 2007
Value in USD $ Equivalent to Value in USD Equivalent to
INR Rs. $ INR Rs.
Receivables 5.90 230.68 3.75 160.99
Payables 48.24 1,914.99 51.19 2,244.48

9.6 Employee Stock Option Plan –ESOP 2007

The Company instituted the Employee Stock Option Plan – ESOP-2007 to grant equity
based incentives to its eligible employees. The ESOP-2007 (“The Scheme”) had been
approved by the Board of Directors of the Company at their meeting held on June 28,
2007 and by the shareholders of the Company by way of special resolution passed at their
Annual General Meeting held on August 03, 2007, to grant aggregating 4,282,228 options
( not exceeding 1% of the issued and paid up equity share capital of the Company as on
March 31, 2007), representing one share for each option upon exercise by the employee
of the Company at a exercise price determined by the Board/remuneration committee.
The Scheme covers grant of options to the specified permanent eligible employees of the
Company as well as of its subsidiaries and also to non-executive directors of the
Company including independent directors. Pursuant to the Scheme, the Remuneration
Committee has on August 21, 2007 granted 3,073,050 options to specified eligible
employees of the Company at the market price determined as per the SEBI Guidelines.

The options granted under the Scheme shall vest not less than one year and not more
than five years from the date of grant of options. Under the terms of the Scheme, 20% of
the options will vest in the employee every year equally. The Option grantee must
exercise all vested options within a period of four years from the date of vesting. Once
the options vest as per the Scheme, they would be exercisable by the Option Grantee at
any time and the shares arising on exercise of such options shall not be subject to any
lock-in period.

The movement in the options granted to the Employee during the period is set out
below:-

Particular Grant of Options


Date of Grant August 21, 2007
Market Price on date of grant of the options (per Share) Rs.75.20
Exercise Price Rs.75.20
Vesting Period Five Years
Options Granted (Nos.) 3,073,050
Option Lapsed (Nos.) 146,900
Options Forfeited (Nos.) NIL
Options Exercised NIL
Options Expired NIL
Options Outstanding at end of the period (Nos.) 2,926,150
Options exercisable at the end of the period NIL

The Company has granted options to the employees at a exercise price of Rs. 75.20 per
share being the latest market price as per SEBI Guidelines. In view of this, there being no
intrinsic value (being the excess of the market price of share under ESOS over the
exercise price of the option), on the date of grant the company is not required to account
the accounting value of option as per SEBI Guidelines.

185
9.7 Figures of period ended 31st December, 2007 are not comparable with previous all
financial years.

9.8 Previous year’s figures have been regrouped wherever necessary.

10. Contingent Liabilities Not Provided For:

10.1

(Rs. in lacs)
Nine months
Year ended Year ended Year ended Year ended Year ended
period ended
Particulars March 31, March 31, March 31, March 31, March 31,
December
2007 2006 2005 2004 2003
31, 2007
Estimated
amount of
contract
remaining to be 2,623.36 3,077.22 1,754..86 - - -
executed on
capital account
(Net of advance)
Bank guarantees - - 40.00 140.00 440.00 595.00
given on behalf
of subsidiaries.
Guarantees given 240.00 240.00 - 500.00 500.00 -
on behalf of
other company.
Guarantees given 5,117.00 4,001.05 4,000.00 4,000.00 4,000.00 -
by bank on our
behalf.
Disputed Income 473.11 - - - - 2.91
tax, Sales Tax /
VAT demand.
Claim against the Unascertained Unascertained Unascertained Unascertained Unascertained Unascertained
company not
acknowledged as
debt.

10.2 The Entertainment Tax Authorities, Noida has raised a demand of Rs. 404.60 Lacs on
account of entertainment tax for the period from November, 2003 to February, 2004.
The Company has filed petition against the demand, which is pending. Further, the
authorities have intimated a total demand of Rs. 920.20 lacs till 31st March, 2007.

10.3 Entertainment Tax demand Rs. 63.35 lacs raised by various entertainment tax authorities
of Utrakhand state have been challenged and the petition is pending before the High
Court. The demand has been stayed by the High Court.

10.4 The Company has given a guarantee for the performance of the term and conditions of
satellite capacity agreement between a subsidiary of the company namely Agrani Satellite
Services Limited and the vendor which is strategically important for the business of the
Company.

11. Operating Lease:

11.1 In respect of assets taken on operating lease:

The Company’s significant leasing arrangements are in respect of operating leases taken
for offices, residential premises, transponder etc. These leases are cancelable operating
lease agreements that are renewable on a periodic basis at the option of both the lessee
and the lessor. The initial tenure of the lease generally is for 11 months to 120 months.
The detail of assets taken on operating lease is as under:-

186
(Rs. in lacs)
Nine months Year Year Year Year Year
period ended ended ended ended ended ended
Particulars
December March 31, March 31, March 31, March 31, March
31, 2007 2007 2006 2005 2004 31, 2003
Lease rental 3,159.35 4,034.24 3,688.07 1,984.76 423.53 17.96
charges for the
period (net of
shared cost)
Future Lease Rental obligation payable (Under non-cancelable lease)

Not later than 84.78 1,411.19 3,526.76 - - -


one year
Later than one - 70.60 1,469.49 - - -
year but not
later than five
years
More than five - - - - - -
years

11.2. The Company has leased out assets by way of operating lease and year ended, the gross
book value of such assets, its accumulated depreciation, depreciation and lease rental
income for the period is as given below:-

(Rs. in lacs)
Nine months Year Year Year Year Year
period ended ended ended ended ended ended
Particulars
December March 31, March 31, March 31, March 31, March
31, 2007 2007 2006 2005 2004 31, 2003
Lease Rental - -
4,730.38 2,731.55 35.10 -
Income
Gross Value of - -
64,023.83 47,219.24 4,956.51 190.05
the Assets
Accumulated - -
13,599.09 4,600.02 139.11 19.65
Depreciation
Depreciation for - -
8,999.07 4,460.91 119.46 19.65
the year

11.3. Future Lease Rental Receivable (Under non-cancelable lease):-

(Rs. in lacs)
Nine months Year Year Year Year Year
period ended ended ended ended ended ended
Particulars
December March 31, March 31, March 31, March 31, March
31, 2007 2007 2006 2005 2004 31, 2003
Not later than - - -
6,713.32 4,556.00 231.12
one year
Later than one 19,304.69 14,475.65 4,382.54 - - -
year but not
later than five
years
More than five - - - - - -
Year

12. Auditors qualifications and Remarks:

12.1 Audit qualification / remarks, which require any corrective adjustment in the financial
information, are as follows:

12.1.1 The auditors have qualified the report for the financial year ended 31st March,
2004 and 2005 for non recoverable advances aggregating to Rs. 12,284.30 lacs
included in other advances due from foreign companies as a part of the project

187
taken over. Accordingly, adjustments are made to the financial statement, as
restated for the year ended 31st March, 2004 to account for the loss of Rs.
12084.30 lacs on such advance and balance Rs. 200.00 lacs recovered.

12.1.2 The auditors have qualified the report for the financial year ended 31st March
2004, 2005 and 2006 regarding carrying value of investment in subsidiaries. The
carrying value of investment in subsidiaries as at 31st March, 2006 is aggregating
to Rs.10,687.15 lacs. Accordingly, adjustments for Rs. 1,247.05 lacs are made to
the statement of financial statement, as restated for the year ended 31st March,
2004 to account for the loss on permanent diminutions in the value of investment.
Balance Rs. 9,440.10 lacs is considered good and recoverable based on the
subsequent event for the project under implementation undertaken by the
subsidiary and also in view of long term involvement and relation with the
subsidiary.

12.2 Other audit qualification / remarks, which do not require any corrective adjustment in the
financial information are as follows:

12.2.1 The auditors have qualified the report for the financial year ended 31st March
2004, 2005 and 2006 regarding recoverability of loans and advances to subsidiaries
and other companies. Loans and advances outstanding (due from subsidiaries) as at
2006 is aggregating to Rs. 3,275.34 lacs. The said loans and advance is considered
good and recoverable based on the subsequent event for the project under
implementation by the subsidiary and also in view of long term involvement and
relation with the subsidiary.

12.2.2 The auditors have qualified the report for the financial year ended 31st March,
2003, 2004, 2005 and 2006, that the Company has given interest free loans given
to certain companies, which are not in accordance with provision of sub section (3)
of section 372 A of the Companies Act, 1956.

12.2.3 The auditors have qualified the report for the financial year ended 31st March,
2003 that interest of Rs.175.81 lacs due on unsecured loan taken is not provided as
per agreement as the said agreement is being renegotiated, whereby no interest will
be payable as the loan is likely to be converted in to share capital of its wholly
owned subsidiary from the date of receipt of the loan.

12.2.4 The auditors have qualified the report for the financial year ended 31st March,
2004 and 2005 for not providing exchange difference loss of Rs 1,029.05 and Rs.
1072.79 lacs respectively as required by AS -11 on realignment of foreign
exchange advances Rs. 12,284.30 lacs. The Company has not adjusted the same in
restated account as the loss on such advance in foreign exchange is fully provided
in the accounts (Refer Note 12.1.1).

12.2.5 The auditors have qualified the report for the financial year ended 31st March,
2007, for the managerial remuneration amounting to Rs. 12.94 lacs paid to
managing director pending approval of Central Government. The Company has not
adjusted the restated account as subsequently approved by the Central
Government.

12.2.6 The auditors in their audit report for the nine months ended 31 December, 2007
and financial year ended 31 March 2007, has drawn reference to note on preparing
the financial statements on going concern basis.

12.2.7 Auditors comment under MAOCARO 1988/ CARO 2003

(a) Fixed Assets:-

In the financial year ended 31st March, 2006 and 2007, auditors have reported that there is
a phased program of Physical verification of fixed assets except for consumer premises

188
equipments installed at the customers premises, which is reasonable having regard to the
size of the Company and nature of its assets. Pursuant to the program, the physical
verification of certain assets was carried out during the period. The reconciliation of the
fixed assets physically verified with the books is in progress and differences, if any, will be
accounted on its determination.

(b) Interest free loan granted:-

In the financial year ended 31st March, 2003, the auditors have reported that Company has
granted interest free unsecured loans to companies under the same management as was
defined under erstwhile section 370 (1B) of the Companies Act, 1956.

(c) Interest free loan granted to parties covered u/s 301 of the Companies Act, 1956:-

In the financial year ended 31st March, 2005 and 2006, the auditors have reported, that the
Company has granted interest free unsecured loans to companies covered in the register
maintained under section 301 of the Act. The maximum amount involved during the
financial year ended 31st March, 2006 and 2005 was Rs. 50.73 crores and Rs. 69.12 crores
respectively and outstanding balance as at 31st March 2006 and 2005 was Rs. Nil and Rs.
50.73 crores respectively. Further in financial year ended 31st March, 2007 auditor has
reported that loans given to parties covered in the register maintained u/s 301 of the
Companies Act, 1956, aggregating to Rs. 12.40 Crores are provided at the interest rate
prejudicial to interest to the Company.

(d) Internal Audit:-

In the financial year ended 31st March, 2007, auditors have reported that the Company has
an internal audit system commensurate with its size and nature of its business. However,
the same needs to be strengthened as regard scope and periodicity.

(e) Statutory Dues:-

In the financial year ended 31st March, 2003, 2004, 2005, 2006 and 2007 auditors have
reported that the Company is regular in depositing undisputed statutory dues including,
investor education and protection fund, employees state insurance, income tax, sales tax,
wealth tax, custom duty, excise duty, cess, and other statutory dues, wherever applicable,
with appropriate authorities except delay in few cases.

(f) Accumulated losses:-

In the financial year ended 31st March, 2004, 2005, 2006 and 2007, auditors have
reported that the accumulated losses (without considering audit qualifications) are more
than fifty percent of its net worth. Further, the Company has incurred cash losses in all the
above financial years.

(g) Default in repayment to financial institutions/banks:-

In the financial year ended 31st March, 2004 and 2005, auditors have reported, default in
repayment to financial institutions / banks as under:-

(Rs. in lacs)
Particulars Principal Interest Period of default
During the year ended 31st March 2004
Financial 50.00 1.56 1-3 months
Institutions
Banks - 45.06 1-2 months
During the year ended 31st March 2005
Banks 1,000.00 126.53 1-30 days

(h) Fund utilization:-

189
In the financial year ended 31st March, 2004 and 2007, auditors have reported that the
company has used short term funds amounting to Rs. 2,479.50 lacs and Rs. 51,626.07 lacs
respectively for long term investments.

12.3 Other Non Compliance:

a. For the financial year ended 31st March, 2003 and 2004, the Company did not form an
audit committee of its Board of Directors as required under section 292A of the Companies
Act, 1956.

b. For the financial year ended 31st March, 2003, 2004 and 2005, the Company did not have a
whole time company secretary as required under section 383A of the Companies Act, 1956.

C). NOTES ON ADJUSTMENTS FOR RESTATED FINANCIAL STATEMENTS

1. The Company adopted the revised ‘Accounting Standard 15(R)’ on employees Benefits effective
from 1 April, 2006. Pursuant to the adoption, the incremental liability at the beginning of the
year in respect to Gratuity and Leave Encashment has been adjusted against general reserve as
provided in the Standard and accordingly no adjustment is made in previous years.

2. Below mentioned is the summary of results of restatement made in the audited accounts for the
respective years and its impact on the profit or loss of the Company:

(Rs. In lacs)
For the nine For the For the For the For the For the
Reference
months ended year ended year ended year ended year ended year ended
Particulars to Note
December March 31, March 31, March 31, March 31, March 31,
No.
31, 2007 2007 2006 2005 2004 2003
Prior Period Items 3(a) 192.26 (134.29) (48.87) (9.10) - -
Diminution in
value of 3(b) - 1247.06 - - (1,247.06) -
investments
Provision for
doubtful advances
3(c) - - 12,084.30 - (12,084.30) -
(Exceptional
items)
Sales/VAT
3(d) 220.90 (220.90) - - - -
Demand
Pre-operative
3(e) - - - 407.08 (381.09) (25.99)
Expenses
Total 413.16 891.87 12,035.43 397.98 (13,712.45) (25.99)

3. OTHER ADJUSTMENTS

a) PRIOR PERIOD ADJUSTMENTS

During the nine months ended 31 December, 2007 and financial year ended 31 March, 2006 and
2007 certain items of income/expenses have been identified as prior period items. For the purpose
of this statement, such prior period items have been appropriately adjusted in the respective years.

b) DIMINUTION IN VALUE OF INVESTMENTS

During the financial year ended 31 March 2006, the Company has provided for diminution in the
value of investment in the subsidiary. The auditors had qualified their report for the financial year
ended 31 March 2004 and 2005 hence the amount has been appropriately adjusted in the financial
year ended 31 March 2004.

c) PROVISION FOR DOUBTFUL ADVANCES

190
During the financial year ended 31 March 2006, the Company has made provision for doubtful
advances. The auditors had qualified their report for the financial year ended 31 March 2004 and
2005 hence the amount has been appropriately adjusted in the financial year ended 31 March 2004.

d) SALES TAX/VAT DEMAND

During the nine months period ended 31 December 2007, the Company provided for Sales Tax/Vat
demand raised. For the purpose of this statement, such demands have been appropriately adjusted
in the respective years.

e) PRE-OPERATIVE EXPENSES

During the financial year ended 31 March 2003 and 2004, the Company incurred certain
expenditure on promoting and implementing DTH project and C band Teleport project and also
incurred expenses on trial run. These expenses were treated as pre-operative expenses to be
allocated to fixed assets or treated otherwise on commencement of commercial operation.
However in the financial year ended 31 March, 2005, these expenses were charged off to profit
and loss. In the restated summary statements these expenses are appropriately adjusted in
respective years in which the same were originally incurred.

4. MATERIAL REGROUPING

a) Upto the financial year ended 31 March 2004, interest received was shown under the head Income
but from the financial year ended 31 March 2005, the same is being shown under the head
financial charges as separate item and net balance (financial charges minus interest received) is
taken in main profit and loss account. However in the Restated Summary Statement of Profit and
Loss the interest income is shown under the head ‘Other Income’.

b) During the financial year ended 31 March 2005 and 2006, license fee amortized was grouped
under the head ‘Operating Expenses’ but from the financial year ended 31 March 2007, the
amortized amount is regrouped under the head “Depreciation/Amortization’. In the Restated
Summary Statement of Profit and Loss for the financial year ended 31 March 2005 and 2006 the
amortized amount is regrouped and shown accordingly.

c) In the financial statements for the year ended 31 March 2006, Rs. 200 lacs were shown as
investment under the head ‘Investments’. However in the financial statements for the year ended
31 March 2007, the same has been regrouped under Other Advances. In the Restated Summary
Statement of Assets and Liabilities for the financial year ended 31 March 2006 the same is
regrouped and disclosed accordingly.

d) During the financial year ended 31 March 2004, teleport income was grouped under Other Income.
Based on regrouping of the income under Sales and Services during the financial year ended 31
March 2005 and onward, in the Restated Summary Statement of Profit and Loss the same is
regrouped and disclosed accordingly.

e) During the financial year ended 31 March 2007, Other DTH Revenue was grouped under ‘Other
Income’. Accordingly in the Restated Summary Statement of Profit and Loss the same is
regrouped as Other DTH Revenue.

f) During the financial year ended 31 March 2006, credit balance of a loan written off was shown as
Exceptional Item which in the Restated Summary Statement of Profit and Loss has been regrouped
under the head “Other Income’.

191
Dish TV India Limited
(Formerly known as ASC Enterprises Limited)

Capitalisation Statement of the Company as December 31, 2007


Annexure-5

(Rs in Lacs)
Pre issue as at As adjusted for issue
Particulars
December 31, 2007 (Immediately after the issue)

Short Term Debts 42,174.05

Long Term Debts 40.76

Total Debts 42,214.81

Shareholder's Fund

Share Capital 4,282.23

Reserves & Surplus (38,783.58)


(Net of Profit & Loss Account Debit Balance)
(Excluding Revaluation Reserve)

Miscellaneous Expenditure -

Total Shareholder's Funds/Net Worth (34,501.35)

Long Term Debt/Equity Ratio Refer Note-3 below

Note:
1 Short term debts are considered as debts having original repayment term not exceeding 12 months.
2 Long term debts are considered as debts other than short-term debt as defined above.
3 Since net worth is negative, hence ratio not calculated.
4 The figures disclosed above are based on the restated summary financial statements of the Company as at
December 31, 2007

For and on behalf of the Board of Directors