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Dish TV India Ltd. இன் முடிவுகள்

Mar 31, 2023

INDEPENDENT AUDITOR''S REPORT

To the Members of Dish TV India Limited

Report on the Audit of the Standalone Financial Statements

Opinion

1. We have audited the accompanying standalone financial statements of Dish TV India Limited (''the Company''), which comprise
the Balance Sheet as at 31 March 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the
Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial
statements, including a summary of the significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us the aforesaid standalone
financial statements give the information required by the Companies Act, 2013 (the Act'') in the manner so required and give
a true and fair view in conformity with the Indian Accounting Standards (''Ind AS'') specified under section 133 of the Act read
with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of
the state of affairs of the Company as at 31 March 2023, and its loss (including other comprehensive income), its cash flows
and the changes in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our
responsibilities under those standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone
Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued
by the Institute of Chartered Accountants of India (''ICAI'') together with the ethical requirements that are relevant to our audit
of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

4. We draw attention to note 65 of the accompanying standalone financial statements which describes that the audited financial
statements for the year ended 31 March 2021 and 31 March 2022 have not been adopted in the Annual General Meeting held
on 30 December 2021 and 26 September 2022 respectively and in adjourned Annual General Meeting held on 29 December
2022. Our opinion is not modified in respect of this matter.

Key Audit Matters

5. Key audit matters are those matters that, in our professional judgment were of most significance in our audit of the standalone
financial statements of the current period. These matters were addressed in the context of our audit of the financial statements
as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

6. We have determined the matters described below to be the key audit matters to be communicated in our report.

Information other than the Financial Statements and Auditor’s Report thereon

7. The Company''s Board of Directors are responsible for the other information. The other information comprises the information
included in the Annual Report, but does not include the standalone financial statements and our auditor''s report thereon. The
Annual Report is expected to be made available to us after the date of this auditor''s report.

Our opinion on the standalone financial statements does not cover the other information and we will not express any form of
assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified
above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the
standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate
the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

8. The accompanying standalone financial statements have been approved by the Company''s Board of Directors. The Company''s
Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and
presentation of these standalone financial statements that give a true and fair view of the financial position, financial
performance including other comprehensive income, changes in equity and cash flows of the Company in accordance
with the Ind AS specified under section 133 of the Act and other accounting principles generally accepted in India. This
responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements
that give a true and fair view and are free from material misstatement, whether due to fraud or error.

9. In preparing the financial statements, the Board of Directors are responsible for assessing the Company''s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless the Board of Directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but
to do so.

10. Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

11. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will
always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.

12. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act we exercise professional
judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design
and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than
for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control;

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances. Under section 143(3)(i) of the Act we are also responsible for expressing our opinion on whether
the Company has adequate internal financial controls with reference to financial statements in place and the operating
effectiveness of such controls;

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management;

• Conclude on the appropriateness of Board of Directors'' use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt
on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s
report. However, future events or conditions may cause the Company to cease to continue as a going concern;

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and
whether the financial statements represent the underlying transactions and events in a manner that achieves fair
presentation;

13. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

14. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related safeguards.

15. From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe
these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

16. As required by section 197(16) of the Act based on our audit, we report that the Company has paid remuneration to its directors
during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.

17. As required by the Companies (Auditor''s Report) Order, 2020 (''the Order'') issued by the Central Government of India in terms
of section 143(11) of the Act we give in the Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Order,
to the extent applicable.

18. Further to our comments in Annexure I, as required by section 143(3) of the Act based on our audit, we report, to the extent
applicable, that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purpose of our audit of the accompanying standalone financial statements;

b) in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our
examination of those books;

c) The standalone financial statements dealt with by this report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;

e) On the basis of the written representations received from the directors and taken on record by the Board of Directors,
none of the directors is disqualified as on 31 March 2023 from being appointed as a director in terms of section 164(2) of
the Act;

f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company as
on 31 March 2023 and the operating effectiveness of such controls, refer to our separate Report in Annexure II wherein
we have expressed an unmodified opinion; and

g) With respect to the other matters to be included in the Auditor''s Report in accordance with rule 11 of the Companies
(Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the
explanations given to us:

i. The Company, as detailed in note 53, 58 and 64 to the standalone financial statements, has disclosed the impact of
pending litigations on its financial position as at 31 March 2023.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material
foreseeable losses as at 31 March 2023.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the
Company during the year ended 31 March 2023.

iv. a. The management has represented that, to the best of its knowledge and belief, as disclosed in note 68(iv) to

the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed
funds or securities premium or any other sources or kind of funds) by the Company to or in any person(s) or
entity(ies), including foreign entities (''the intermediaries''), with the understanding, whether recorded in writing
or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Company (''the Ultimate Beneficiaries'') or provide any
guarantee, security or the like on behalf the Ultimate Beneficiaries;

b. The management has represented that, to the best of its knowledge and belief, as disclosed in note 68(v)
to the standalone financial statements, no funds have been received by the Company from any person(s) or
entity(ies), including foreign entities (''the Funding Parties''), with the understanding, whether recorded in writing
or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Funding Party (''Ultimate Beneficiaries'') or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c. Based on such audit procedures performed as considered reasonable and appropriate in the circumstances,
nothing has come to our notice that has caused us to believe that the management representations under sub¬
clauses (a) and (b) above contain any material misstatement.

v. The Company has not declared or paid any dividend during the year ended 31 March 2023.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 requires all companies which use accounting software
for maintaining their books of account, to use such an accounting software which has a feature of audit trail, with
effect from the financial year beginning on 1 April 2023 and accordingly, reporting under Rule 11(g) of Companies
(Audit and Auditors) Rules, 2014 (as amended) is not applicable for the current financial year.

For Walker Chandiok & Co LLP

Chartered Accountants
Firm''s Registration No.: 001076N/N500013

Ashish Gupta

Partner

Place: Noida Membership No.: 504662

Date: 12 May 2023 UDIN: 23504662BGWGDS8083


Mar 31, 2018

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of Dish TV India Limited (‘the Company’), which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

2. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (the Act’) with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (‘Ind AS’) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether these standalone financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on these standalone financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Ind AS specified under Section 133 of the Act, of the state of affairs of the Company as at 31 March 2018, its profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Emphasis of Matters

9. We draw attention to Note 66 to the standalone financial statements regarding the Company’s long term loans and advances which include loan given to its subsidiary company, Dish TV Lanka Private Limited aggregating to Rs.11,956.69 lacs as at 31 March 2018. Based on the future business plans and projections of the subsidiary company which have been developed using certain management assumptions and estimates, the management considers the aforesaid loan as fully recoverable. Accordingly, no provision has been recognised in the accompanying standalone financial statements. Our opinion is not modified in respect of this matter.

10. We draw attention to Note 62(d)(ii) to the standalone financial statements which describes that the Company’s Direct-to-Home (DTH) license, after considering the last interim extension received vide letter dated 31 March 2017, expired on 31 December 2017. The Company has applied to the Ministry of Information and Broadcasting (MIB) for further interim extension until the regulatory framework governing the DTH Operators is finalised by MIB which will enable the Company to renew such expired DTH license. As at year end, the Company is awaiting response from MIB with respect to the aforesaid application. Our opinion is not modified in respect of this matter.

Other Matter

11. The Company had prepared separate standalone financial statements for the year ended 31 March 2017 and 31 March 2016 in accordance with Accounting Standards (AS’) prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended), on which we issued auditor’s report dated 24 May 2017 and 23 May 2016 respectively. These standalone financial statements have been adjusted for the differences in the accounting principles adopted by the Company on transition to Ind AS, which have also been audited by us. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

12. As required by the Companies (Auditor’s Report) Order, 2016 (‘the Order’) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Order.

13. Further to our comments in Annexure I, as required by Section 143(3) of the Act, we report that:

a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c. the standalone financial statements dealt with by this report are in agreement with the books of account;

d. in our opinion, the aforesaid standalone financial statements comply with Ind AS specified under Section 133 of the Act;

e. the matter described in paragraph 10 under Emphasis of Matters above, in our opinion, may have an adverse effect on the functioning of the Company;

f. on the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act;

g. we have also audited the internal financial controls over financial reporting (IFCoFR) of the Company as on 31 March 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated 29 May 2018 as per Annexure II expressed unqualified opinion;

h. with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. the Company, as detailed in Note 57 and Note 62 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position;

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company;

iv. the disclosure requirements relating to holdings as well as dealings in specified bank notes were applicable for the period from 8 November 2016 to 30 December 2016 which are not relevant to these standalone financial statements. Hence, reporting under this clause is not applicable.

Annexure to the Independent Auditor’s Report of even date to the members of Dish TV India Limited, on the standalone financial statements for the year ended 31 March 2018

ANNEXUREI

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets, other than consumer premise equipment (CPE) installed at the customers’ premises, have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the fixed assets, other than CPEs installed at the customers’ premises, is reasonable having regard to the size of the Company and nature of its assets. The existence of CPEs installed at the customers’ premises is considered on the basis of the ‘active user status’. We are unable to comment on the discrepancies, if any, that could have arisen on physical verification of CPEs lying with customers in ‘inactive status’.

(c) The title deed of following immovable property which was transferred as a result of business combination, as stated in note 41 to the standalone financial statements, is still registered in the name of the erstwhile transferor company.

Nature of property

Total number of Cases

Whether leasehold / freehold

Gross block / value as on 31 March 2018 (in Rs. lacs)

Net block / carrying value as on 31 March 2018 (in Rs. lacs)

Remarks

Land

One

Leasehold

2,477

2,460

Refer footnote A of note 41(B) to standalone financial statements

(ii) In our opinion, the management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies between physical inventory and book records were noticed on physical verification.

(iii) The Company has not granted any loan, secured or unsecured to companies, firms, Limited Liability Partnerships (LLPs) or other parties covered in the register maintained under Section 189 of the Act. Accordingly, the provisions of clauses 3(iii)(a), 3(iii)(b) and 3(iii)(c) of the Order are not applicable.

(iv) In our opinion, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of loans, investments, guarantees and security.

(v) In our opinion, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under subsection (1) of Section 148 of the Act in respect of Company’s services and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) Undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have generally been regularly deposited to the appropriate authorities, though there has been a slight delay in a few cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.

(b) The dues outstanding in respect of income-tax, sales-tax, service tax, duty of customs, duty of excise and value added tax on account of any dispute, are as follows:

Statement of Disputed Dues

Name of the statute

Nature of dues

Amount (Rs. in lacs)

Amount paid under Protest (Rs.in lacs)

Period to which the amount relates

Forum where dispute is pending

Income Tax Act, 1961

Income Tax and interest

263

-

Assessment Year 2004-05

Commissioner of Income tax (Appeals)

225

225

Assessment Year 2009-10

High Court of Allahabad

320

320

Assessment Year 2010-11

Income Tax-Appellate Tribunal, Delhi

93

59

Assessment Year 2011-12

Commissioner of Income tax , (Appeals)

16

-

Assessment Year 2011-12

Commissioner of Income tax , (Appeals)

57

57

Assessment Year 2012-13

Income Tax-Appellate Tribunal, Delhi

744

150

Assessment Year 2012-13

Commissioner of Income tax , (Appeals)

65

65

Assessment Year 2013-14

Income Tax-Appellate Tribunal, Delhi

Finance Act, 1994 (Service Tax)

Service Tax

167*

-

2006-07 to 2010-11

Custom Excise and Service Tax Appellate Tribunal

2,921*

-

2007-08 to 2011-12

Custom Excise and Service Tax Appellate Tribunal

631

47

2007-08 to 2010-11

Custom Excise and Service Tax Appellate Tribunal

6,945*

521

Apr-09 to Dec-13

Custom Excise and Service Tax Appellate Tribunal

2,662*

200

Jan-14 to March-15

Custom Excise and Service Tax Appellate Tribunal

1,410*

28

FY 2009-10 to 2013-14

Custom Excise and Service Tax Appellate Tribunal

2,570*

193

Apr-14 to Dec-15

Custom Excise and Service Tax Appellate Tribunal

1,475*

500

2009-10 to 2013-14

Custom Excise and Service Tax Appellate Tribunal

Delhi Value Added Tax Act, 2005

Value added tax (including penalty and interest)

263

39

2010-11

Delhi Value Added Tax Tribunal

53

10

2011-12

Delhi Value Added Tax Tribunal

2,163

112

2014-15

Special. Commissioner - II

279

-

2012-13

Special. Commissioner - II

5

-

2014-15

Objection Hearing Authority

5,685

-

2011-12

Special. Commissioner - II

1,279

-

2013-14

Special. Commissioner - II

25,998

-

2009-10

High Court of Delhi

954

-

2010-11

Special. Commissioner - II

Bihar Value Added Tax Act, 2005

Value added tax (including penalty and interest)

168

73

2014-15

Office of the Joint Commissioner of Commercial Taxes (Appeal) Patna

119

47

2013-14

Joint Commissioner of Commercial Taxes Appeal, Central Division, Patna

Madhya Pradesh Value Added Tax Act, 2002

Value Added Tax

5

1

2013-14

Deputy Commissioner of Appeal, Div -I , Bhopal

Kerala VAT Act, 2003

Value Added Tax

46

6

2012-13

Deputy Commissioner (Appeals) Commercial Tax, Ernakulam

57

8

2013-14

Deputy Commissioner (Appeals) Commercial Tax, Ernakulam

50

8

2014-15

Deputy Commissioner (Appeals) Commercial Tax, Ernakulam

11

2

2015-16

Deputy Commissioner (Appeals) Commercial Tax, Ernakulam

Goa VAT Act, 2005

Value Added Tax

5

1

2013-14

Appellate Authority, Goa Commercial Tax

9

-

2014-15

Assessing Authority of Commercial Taxes, Govt. of Goa, Vasco-da-Gama Ward

Telangana VAT Act, 2005

Value Added Tax

186

46

FY2012-13 to FY2015-16

High court of Hyderabad

Maharashtra Value Added Tax Act, 2002

Value Added Tax

1,021

-

2013-14

Assistant Commissioner of Sales Tax, Mumbai

West Bengal Value Added Tax Act, 2003

Value Added Tax

27

3

2014-15

Special Commissioner (Appeal)

The Central Sales Tax Act, 1956 (West Bengal)

Central Sales Tax

29

3

2012-13

Special Commissioner (Appeal)

3

#

2014-15

Special Commissioner (Appeal)

Rajasthan Tax of Entry on Good in to Local areas, 1999

Entry Tax

173

173

2012-13

Supreme Court of India

The Central Sales Tax Act, 1956 (Goa)

Central Sales Tax

2

-

2014-15

Assessing Authority of Commercial Taxes, Govt. of Goa, Vasco-da-Gama Ward

The Jammu & Kashmir

Central Sales Tax

43

43

2014-15

State of Jammu & Kashmir

entry tax on goods Act, 2000

6

6

2015-16

State of Jammu & Kashmir

* excludes interest and penalty, which will be ascertained on conclusion of matter

# Rs.28,073 rounded off to Rs. Lacs

(viii) The Company has not defaulted in repayment of loans or borrowings to any bank or financial institution during the year. The Company has no loans or borrowings payable to government and does not have any outstanding debentures during the year.

(ix) The Company did not raise money by way of initial public offer or further public offer (including debt instruments) and term loans during the year, however, on and from the “appointed date”, the Company has assumed term loans, taken by the transferor company in earlier period(s), pursuant to business combination as stated in Note 41 to the financial statements. Accordingly, in our opinion, the provisions of clause 3(ix) of the Order are not applicable.

(x) No fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period covered by our audit.

(xi) Managerial remuneration has been provided by the Company in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act.

(xii) In our opinion, the Company is not a Nidhi Company. Accordingly, provisions of clause 3(xii) of the Order are not applicable.

(xiii) I n our opinion all transactions with the related parties are in compliance with Sections 177 and 188 of Act, where applicable, and the requisite details have been disclosed in the financial statements etc., as required by the applicable Ind AS.

(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures.

(xv) I n our opinion, the Company has not entered into any non-cash transactions with the directors or persons connected with them covered under Section 192 of the Act.

(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

Annexure to the Independent Auditor’s Report of even date to the members of Dish TV India Limited, on the standalone financial statements for the year ended 31 March 2017

ANNEXURE II

Independent Auditor’s report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

1. I n conjunction with our audit of the standalone financial statements of Dish TV India Limited (“the Company”) as of and for the year ended 31 March 2018, we have audited the internal financial controls over financial reporting (“IFCoFR”) of the company of as at that date.

Management’s Responsibility for Internal Financial Controls

2. The Company’s Board of Directors is responsible for establishing and maintaining internal financial controls based on Internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India (“ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of the company’s business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors’ Responsibility

3. Our responsibility is to express an opinion on the Company’s IFCoFR based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India (‘ICAI’) and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of IFCoFR, and the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (‘the Guidance Note’) issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate IFCoFR were established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the IFCoFR and their operating effectiveness. Our audit of IFCoFR includes obtaining an understanding of IFCoFR, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s IFCoFR.

Meaning of Internal Financial Controls over Financial Reporting

6. A company’s IFCoFR is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s IFCoFR include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

7. Because of the inherent limitations of IFCoFR, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the IFCoFR to future periods are subject to the risk that IFCoFR may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. I n our opinion, the Company has, in all material respects, adequate internal financial controls over financial reporting and such internal financial controls were operating effectively as at 31 March 2018, based on Internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm’s Registration No.: 001076N/N500013

Sumit Mahajan

Place: Noida Partner

Date: 29 May 2018 Membership No.: 504822


Mar 31, 2017

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of Dish TV India Limited (‘the Company’), which comprise the Balance Sheet as at 31 March 2017, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

2. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (the Act’) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended). This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether these standalone financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on these standalone financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2017, its profit and its cash flows for the year ended on that date.

Emphasis of Matter

9. We draw attention to Note 53 to the standalone financial statements wherein a loan given to a subsidiary of the Company aggregating to Rs.85.26 crores has been considered good and recoverable based on the future business plans and projections, the appropriateness of which is dependent upon the realization of such business plans. Our report is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

10. As required by the Companies (Auditor’s Report) Order, 2016 (‘the order’) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Order.

11. Further to our comments in Annexure I, as required by Section143(3) of the Act, we report that:

a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c. the standalone financial statements dealt with by this report are in agreement with the books of account;

d. in our opinion, the aforesaid standalone financial statements comply with the Accounting standards prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended);

e. on the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2017 from being appointed as a director in terms of Section164(2) of the Act;

f. we have also audited the internal financial controls over financial reporting (IFCoFR) of the Company as on 31 March 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated 24 May 2017 as per Annexure II expressed unqualified opinion.

g. with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. as detailed in Note 41 and 47 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses

iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company

iv. the Company, as detailed in Note 51 to the standalone financial statements, has made requisite disclosures in these standalone financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016. Based on the audit procedures performed and taking into consideration the information and explanations given to us, in our opinion, these are in accordance with the books of account maintained by the Company.

Annexure to the Independent Auditor’s Report of even date to the members of Dish TV India Limited, on the standalone financial statements for the year ended 31 March 2017

ANNEXURE I

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets, other than viewing cards installed at the customers premises, have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the fixed assets, other than viewing cards installed at the customers’ premises, is reasonable having regard to the size of the Company and nature of its assets. The existence of activated viewing cards installed at the customers’ premises is considered on the basis of the ‘active user status’ of the viewing cards. We are unable to comment on the discrepancies, if any, that could have arisen on physical verification of “inactive” viewing cards installed at the customer’s premises.

(c) The Company does not hold any immovable property (in the nature of ‘fixed assets’). Accordingly, the provisions of clause 3(i)(c) of the Order are not applicable.

(ii) The Company does not have any inventory. Accordingly, the provisions of clause 3(ii) of the order are not applicable.

(iii) The Company has not granted any loan, secured or unsecured to companies, firms, Limited Liability Partnerships (LLPs) or other parties covered in the register maintained under Section 189 of the Act. Accordingly, the provisions of clauses 3(iii)(a), 3(iii) (b) and 3(iii)(c) of the order are not applicable.

(iv) In our opinion, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of loans, investments, guarantees and security.

(v) In our opinion, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the order are not applicable.

(vi) The Central Government has not specified maintenance of cost records under sub-section (1) of Section 148 of the Act, in respect of Company’s products/services. Accordingly, the provisions of clause 3(vi) of the Order are not applicable.

(vii) (a) Undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have generally been regularly deposited to the appropriate authorities, though there has been a slight delay in a few cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.

(b) The dues outstanding in respect of income-tax, sales-tax, service tax, duty of customs, duty of excise and value added tax on account of any dispute, are as follows:

Statement of Disputed Dues

Name of the statute

Nature of dues

Amount (Rs. in lacs)

Amount paid under Protest (Rs. in lacs)

Period to which the amount relates

Forum where dispute is pending

263

-

Assessment Year 2004-05

Commissioner of Income tax (Appeals)

225

225

Assessment Year 2009-10

Income tax Appellate Tribunal, Delhi

320

320

Assessment Year 2010-11

Income Tax Appellate Tribunal, Delhi

Income Tax Act, 1961

Income Tax and interest

93

59

Assessment Year 2011-12

Income Tax Appellate Tribunal, Noida

16

-

Assessment Year 2011-12

Income Tax Appellate Tribunal, Delhi

57

57

Assessment Year 2012-13

Income Tax Appellate Tribunal, Noida

65

65

Assessment Year 2013-14

Income Tax Appellate Tribunal, Noida

167

-

2006-07 to 2010-11

Custom Excise and Service Tax Appellate Tribunal

Finance Act, 1994 (Service Tax)

Service Tax

2921

2007-08 to 2011-12

Custom Excise and Service Tax Appellate Tribunal, Delhi

2633

-

2008-09 to 2010-11

Commissioner of Service Tax

1475

500

2009-10 to 2013-14

Custom Excise and Service Tax Appellate Tribunal

Value added tax (including penalty and interest)

632

2010-11

Delhi Value Added Tax Tribunal

Delhi Value Added Tax

Value added tax (including penalty and interest)

117

2011-12

Delhi Value Added Tax Tribunal

Act, 2005

Value added tax (including penalty and interest)

2169

112

2014-15

Special. Commissioner - III (Appeal), Department of Trade & Taxes, Delhi

Value added tax (including penalty and interest)

279

2012-13

Commissioner of Value added taxes

Bihar Value Added Tax Act,

2005

Value added tax (including penalty and interest)

168

73

2014-15

Office of the Joint Commissioner of Commercial Taxes (Appeal) Patna

Value added tax (including penalty and interest)

@

2014-15

Office of the Joint Commissioner of Commercial Taxes (Appeal) Patna

Madhya Pradesh Value Added Tax 2002

Value Added Tax

5

1

2013-14

Deputy Comm. Of Appeal, Division -I, Bhopal

UPVAT Act,2007

Value Added Tax

116

23

June - 2015

Additional Commissioner Grade - 2 (Appeal) First, Commercial Tax, Noida

7

2

August - 2015

Additional Commissioner Grade - 2 (Appeal) First, Commercial Tax, Noida

3

1

November -2015

Additional Commissioner Grade - 2 (Appeal) First, Commercial Tax, Noida

32

16

April - 2016

Additional Commissioner Grade - 2 (Appeal) First, Commercial Tax, Noida

24

12

May - 2016

Additional Commissioner Grade - 2 (Appeal) First, Commercial Tax, Noida

155

-

2013-14

Deputy Commissioner, Khand-3, Noida

Telangana VAT Act,2005

Value Added Tax

186

-

FY 2012-13 to FY 2015-16

Commercial Tax Officer, Begumpet Circle

The Central Sales Tax Act , 1956 (Maharashtra)

Central Sales Tax

40

FY 2011-12

Central sales tax department,(Maharashtra)

The Central Sales Tax Act , 1956 (West Bengal)

Central Sales Tax

29

-

FY 2012-13

Central sales tax department (West Bengal)

Rajasthan Tax of Entry on Goods in to local areas Act, 1999

Entry Tax

173

173

2012-13

Supreme Court of India

The Jammu & Kashmir Entry Tax on Goods,

Act, 2000

Entry Tax

43

43

2014-15

State of Jammu & Kashmir

Entry Tax

6

4

2015-16

State of Jammu & Kashmir

@ Rs.45,112, rounded off to ’ lacs

(viii) The Company has no loans or borrowings payable to a financial institution or a bank or government and no dues payable to debenture-holders during the year. Accordingly, the provisions of clause 3(viii) of the Order are not applicable.

(ix) The Company did not raise moneys by way of initial public offer or further public offer (including debt instruments) and did not have any term loans outstanding during the year. Accordingly, the provisions of clause 3(ix) of the Order are not applicable.

(x) No fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period covered by our audit.

(xi) Managerial remuneration has been provided by the Company in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act.

(xii) In our opinion, the Company is not a Nidhi Company. Accordingly, provisions of clause 3(xii) of the Order are not applicable.

(xiii) In our opinion all transactions with the related parties are in compliance with Sections 177 and 188 of Act, where applicable, and the requisite details have been disclosed in the financial statements etc., as required by the applicable accounting standards.

(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures.

(xv) In our opinion, the Company has not entered into any non-cash transactions with the directors or persons connected with them covered under Section 192 of the Act.

(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm’s Registration No.: 001076N/N500013

per Sumit Mahajan

Place: Noida Partner

Date: 24 May 2017 Membership No.: 504822


Mar 31, 2016

1. We have audited the accompanying standalone financial statements of Dish TV India Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

2. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements, that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended). This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act; safeguarding the assets of the Company; preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2016, its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

9. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Order.

10. Further to our comments in Annexure I, as required by Section 143(3) of the Act, we report that:

a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c. the standalone financial statements dealt with by this report are in agreement with the books of account;

d. in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended);

e. on the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2016 from being appointed as a director in terms of Section 164(2) of the Act;

f. we have also audited the internal financial controls over financial reporting (IFCoFR) of the Company as of 31 March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated 23 March 2016 as per Annexure II expressed unqualified opinion;

g. with respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. as detailed in note 39 and 46 to the standalone financial statements, the Company has disclosed the impact of pending litigations on its standalone financial position;

ii. the Company did not have any long-term contract including derivative contracts for which there were any material foreseeable losses;

iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.

(c) The Company does not hold any immovable property (in the nature of ''fixed assets''). Accordingly, the provisions of clause 3(i)(c) of the Order are not applicable.

(ii) The Company does not have any inventory. Accordingly, the provisions of clause 3(ii) of the Order are not applicable.

(iii) The Company has not granted any loan, secured or unsecured to companies, firms, Limited Liability Partnerships (LLPs) or other parties covered in the register maintained under Section 189 of the Act. Accordingly, the provisions of clauses 3(iii)(a), 3(iii) (b) and 3(iii)(c) of the Order are not applicable.

(iv) In our opinion, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of loans, investments, guarantees, and security.

(v) In our opinion, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) The Central Government has not specified maintenance of cost records under sub-section (1) of Section 148 of the Act, in respect of Company''s products/services. Accordingly, the provisions of clause 3(vi) of the Order are not applicable.

(vii) (a) Undisputed statutory dues including provident fund, employees''state insurance, income- tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have generally been regularly deposited to the appropriate authorities, though there has been a slight delay in a few cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.

(b) The dues outstanding in respect of income- tax, sales-tax, service tax, duty of customs, duty of excise and value added tax on account of any dispute, are as follows:

Name of the Nature of the dues Amount Amount Statute involved paid (Rs. in under lacs) protest (Rs. in lacs)

Income Tax Income Tax and 9 - Act, 1961 interest

225 225

320 320

263 -

93 59

16 -

57 50

65 33

Name of the Statute Period to Forum where dispute is pending which the amount relates

Income Tax Act, 1961 Assessment Income Tax-Appellate Tribunal, Year 2006-07 Mumbai

Assessment * Year 2009-10

Assessment Income Tax-Appellate Tribunal, Delhi Year 2010-11

Assessment Commissioner of Income Tax- Appeals, Year 2004-05 Mumbai

Assessment Income Tax-Appellate Tribunal, Delhi Year 2011-12

Assessment Income Tax-Appellate Tribunal, Delhi Year 2011-12

Assessment Commissioner of Income Tax- Appeals, Year 2012-13 Noida

Assessment Commissioner of Income Tax- Appeals, Year 2013-14 Noida

Name of the Nature of the dues Amount Amount Statute involved paid (Rs. in under lacs) protest (Rs. in lacs)

Finance Act, Service Tax 167 - 1994 (Service Tax)

2,921 -

2,633 -

1,475 500

Delhi Value Value Added Tax 7 7 Added Tax Act, 2005

Value Added Tax 283 20 (including penalty and interest)

Value Added Tax 169 - (including penalty and interest)

Value Added Tax 632 - (including penalty and interest)

Value Added Tax 117 - (including penalty and interest)

Value Added Tax 2,169 - (including penalty and interest)

Andhra Value Added Tax 286 286 Pradesh Value (including penalty Added Tax Act, and interest) 2005

Bihar Value Value Added Tax 15 15 Added Tax Act,

Value Added Tax 59 44 2005 (including interest)

Value Added Tax 270 270

Value Added Tax 6 6

Haryana Value Value Added Tax # # Added Tax Act- 2003

Name of the Statute Period to Forum where dispute is pending which the amount relates

Finance Act, 1994 2006-07 to Custom Excise and Service Tax 2010-11 Appellate Tribunal, Delhi

2007-08 to Custom Excise and Service Tax 2011-12 Appellate Tribunal, Allahabad

2008-09 to Commissioner of Service Tax, Noida 2010-11

2009-10 to * 2013-14

Delhi Value Added Tax Act, 2005 March-10 Spl. Commissioner -1 (Appeal), Department of Trade & Taxes, Delhi

2007-08 DVAT Tribunal, New Delhi

2009-10 Spl. Commissioner -1 (Appeal), Department of Trade & Taxes, Delhi

2010-11 *

2011-12 *

2014-15 Spl. Commissioner - III (Appeal), Department of Trade & Taxes, Delhi

Andhra Pradesh Value Added Tax Act,2005 2006-08 State Tribunal Appellate Authority, Hyderabad

Bihar Value Added Tax Act, 2005 2007-08 Commercial Tax Officer, Patna

2008-09 Commercial Tax Officer, Patna

2012-13 Office of the Joint Commissioner of Commercial Taxes (Appeals) Patna

2014-15 Deputy Commissioner of Commercial Taxes, Patliputra Circle, Patna (Vehicle Seizure)

Haryana Value Added Tax Act-2003 December Jt. Excise & Taxation Commissioner 2012 (Appeal), Haryana

Name of the Nature of the dues Amount Amount Statute involved paid (Rs. in under lacs) protest (Rs. in lacs)

Kerala Value Value Added Tax 34 11 Added Tax Act- (including interest) 2003

Value Added Tax 1 1

Madhya Value Added Tax 5 1 Pradesh Value Added Tax 2002

UPVAT Act Value Added Tax 1 - (including interest)

Value Added Tax @ 1 (including interest) Value Added Tax $ $

116 -

7 -

3 -

181 -

Rajasthan Entry Tax 173 173 Tax of Entry on Goods in to local areas Act, 1999

The Jammu & Entry Tax 43 43 Kashmir Entry

Entry Tax 4 4 Tax on Goods, Act 2000

Indian Special Additional 795 - Customs Act, Duty 1962

Name of the Statute Period to Forum where dispute is pending which the amount relates

Kerala Value Added Tax Act-2003 2008-09 Kerala High Court

October 2013 The Intelligence inspector, Department of Commercial taxes, Thiruvananthapuram.

Madhya Pradesh Value Added Tax 2002 2013-14 Dy. Comm. Of Appeal, Div -I , Bhopal

UPVAT Act 2005-06 Joint Commissioner (Appeal), Noida

2006-07 Additional Commissioner Appeal-1, Noida

2014-15 Deputy Commissioner, Khand-3, Noida (Vehicle Seizure)

June 2015 Addl. Comm. Grade - 2 (Appeal) First, Commercial Tax, Noida

August 2015 Addl. Comm. Grade - 2 (Appeal) First, Commercial Tax, Noida

November Addl. Comm. Grade - 2 (Appeal) First, 2015 Commercial Tax, Noida 2012-13 Addl. Comm. Grade - 2 (Appeal) First, Commercial Tax, Noida

Rajasthan Tax of Entry on Goods in to local areas Act, 1999 2012-13 Supreme Court of India

The Jammu & Kashmir Entry Tax on Goods, Act 2000 2014-15 State of Jammu & Kashmir

2015-16 State of Jammu & Kashmir

Indian Customs Act 1962 April 2008 CESTAT, Delhi to June 2009

* The Company is in the process of filing the appeal with respective authority

# Rs. 40,540

@ Rs. 41,000

$ Rs. 44,900

(viii) The Company has no loans or borrowings payable to a financial institution or a bank or government and no dues payable to debenture-holders during the year. Accordingly, the provisions of clause 3(viii) of the Order are not applicable.

(ix) The Company did not raise moneys by way of initial public offer or further public offer (including debt instruments) and did not have any term loans outstanding during the year. Accordingly, the provisions of clause 3(ix) of the Order are not applicable.

(x) No fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period covered by our audit.

(xi) Managerial remuneration has been provided by the Company in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act.

(xii) In our opinion, the Company is not a Nidhi Company. Accordingly, provisions of clause 3(xii) of the Order are not applicable.

(xiii) In our opinion all transactions with the related parties are in compliance with Sections 177 and 188 of Act, where applicable, and the requisite details have been disclosed in the financial statements etc., as required by the applicable accounting standards.

(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures.

(xv) In our opinion, the Company has not entered into any non-cash transactions with the directors or persons connected with them covered under Section 192 of the Act.

(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.



For Walker Chandiok & Co LLP

(Formerly Walker, Chandiok & Co)

Chartered Accountants

Firm''s Registration No.: 001076N/N500013

per Sumit Mahajan

Place: Istanbul, Turkey Partner

Date: 23 May 2016 Membership No.: 504822


Mar 31, 2015

1. We have audited the accompanying standalone financial statements of Dish TV India Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's responsibility for the standalone Financial statements

2. The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements, that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended). This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act; safeguarding the assets of the Company; preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2015, and its profit and its cash flows for the year ended on that date.

other Matter

9. The financial statement of the Company for the year ended 31 March 2014 were audited by another auditor who expressed an unmodified opinion vide their report dated 27 May 2014. Our opinion is not modified in respect of this matter.

Report on other Legal and regulatory requirements

10. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

11. As required by Section 143(3) of the Act, we report that:

a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c. the standalone financial statements dealt with by this report are in agreement with the books of account;

d. in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended);

e. on the basis of the written representations received from the directors as on 31 March 2015 and taken on record by the

Board of Directors, none of the directors is disqualified as on 31 March 2015 from being appointed as a director in terms of Section 164(2) of the Act;

f. with respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. as detailed in Note 47 (a) & (e) to the standalone financial statements, the Company has disclosed the impact of pending litigations on its standalone financial position;

ii. the Company, as detailed in Note 47 (d) to the standalone financial statements, has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;

iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure to the Independent Auditor'sreport of even date to the members of dish tV India Limited. on the financial statements for the year ended March 31, 2015

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, the Company has a regular program of physical verification of its fixed assets, other than consumer premises equipment (CPE) installed at the customer premises, under which fixed assets are verified in a phased manner over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. The existence of activated CPEs installed at the customers' premises is considered on the basis of the 'active user status' of the CPE. The CPEs lying with customers in 'inactive status' have not been physically verified and we refer to accounting policy stated in Note 2 (e) in this regard. In our opinion, the frequency of such verification of the CPEs is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verifications.

(ii) (a) The management has conducted physical verification of inventory of stock in trade consisting of CPE related accessories in the Company's possession at reasonable intervals during the year.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and the discrepancies noticed on physical verification were not material and have been properly dealt with in the books of account.

(iii) The Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Act. Accordingly, the provisions of clauses 3(iii)(a) and 3(iii)(b) of the Order are not applicable.

(iv) According to the information and explanations given to us, and having regard to the explanation that purchases of certain items of inventories and fixed assets are for the Company's specialized requirements and similarly certain goods/ services sold are for the specialized requirements of the buyers and suitable alternatives sources are generally not available to obtain comparable prices, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination and according to the information and explanation given to us, we have neither come across nor have been informed of any major weakness in the aforesaid internal control system.

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) To the best of our knowledge and belief, the Central Government has not specified maintenance of cost records under sub-section (1) of Section 148 of the Act, in respect of Company's services. Accordingly, the provisions of clause 3(vi) of the Order are not applicable.

(vii) (a) Undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have generally been regularly deposited during the year by the Company with the appropriate authorities except in respect of service tax and entertainment tax dues where there have been slight delays, the amounts have subsequently been paid to the authorities. Further, undisputed amount payable in respect of entertainment tax were outstanding at the year-end for a period of more than six months from the date they become payable.

Name of the statute Nature of the dues Amount (Rs.) Period to which the due date date of payment (in lacs) amount relates

Odisha Enter tainment Entertain ment Tax 1,009 October 2009 to Monthly basis Not yet paid Tax Rules, 2006 September 2014

(b) The dues outstanding in respect of income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax and cess on account of any dispute, are as follows:

Name of the Nature of the dues Amount Amount paid Statute involved under protest (Rs.) (in lacs) (Rs.) (in lacs)

225 225

320 320

9 -

Income Tax Act, Income Tax, Interest 93 - 1961 and Penalty

16 -

57 -

65 -

167 -

Finance Act, 1994 Service Tax 2921 - (Service Tax) (note 1)

2633 -

1474 500

Wealth Tax Act, Wealth Tax 2 -

195 7

Value Added Tax 7 7

Value Added Tax 283 20 (including penalty and interest)

Delhi Value Added Value Added Tax 169 0 Tax Act, 2004 (including penalty and interest)

Value Added Tax 632 0 (including penalty and interest)

Andhra Pradesh Value Added Tax 286 286 Value Added Tax (including penalty and Act, 2005 interest)

15 15

59 44

38 19

23 12

Bihar Value Added Value Added Tax 13 7 Tax Act, 2005

270 270

6 6

Haryana Value Value Added Tax # # Added Tax Act-2003 (Penalty)

Value Added Tax 34 11 Kerala Value Added 1 1 Tax Act-2003

Value Added Tax 1 0 (including interest)

Value Added Tax @ 1 UP VAT Act, 2008 (including interest)

Value Added Tax $ $

Rajasthan Tax of Entry Tax 173 173 Entry on Goods in to local areas Act, 1999

The Jammu & Entry Tax 43 43 Kashmir Entry Tax on Goods, Act 2000

Indian Customs Act, Special Additional Duty 795 0 1962

Name of the Period to which the Forum where dispute is pending amount relates

Income Tax Act, 1961 Assessment Year Income Tax-Appellate Tribunal, Delhi 2009-10

Assessment Year Commissioner of Income Tax-Appeals, 2010-11 Noida

Assessment Year Income Tax-Appellate Tribunal, 2006-07 Mumbai

Assessment Year Commissioner of Income Tax-Appeals, 2011-12 Noida

Assessment Year Commissioner of Income Tax-Appeals, 2011-12 Noida

Assessment Year Commissioner of Income Tax-Appeals, 2012-13 Noida

Assessment Year Commissioner of Income Tax-Appeals, 2013-14 Noida

Finance Act, 1994 (Service Tax) 2006-07 to 2010-11 Custom Excise and Service Tax Appellate Tribunal

2007-08 to 2011-12 Custom Excise and Service Tax Appellate Tribunal, Delhi

2008-09 to 2010-11 Commissioner of Service Tax

2009-10 to 2013-14 Commissioner of Service Tax

Wealth Tax Act, 1957 2005-06 Commissioner of Wealth Tax (Appeals),Delhi

Delhi Value Added Tax Act, 2004 March 2010 Special Commissioner -1 (Appeal), Department of Trade & Taxes, Delhi

2007-08 DVAT Tribunal, New Delhi

2009-10 Special. Commissioner -1 (Appeal),

Department of Trade & Taxes, Delhi

2010-11 Special. Commissioner (Appeal),

Department of Trade & Taxes, Delhi

Andhra Pradesh Value Added Tax Act, 2005 2006-07 & 2007-08 State Tribunal Appellate Authority, Hyderabad

Bihar Value Added Tax Act, 2005 2007-08 Commercial Tax Officer, Patna 2008-09 Commercial Tax Officer, Patna

2009-10 Office of the Joint Commissioner of

Commercial Taxes (Appeals) Patna

2010-11 Office of the Joint Commissioner of

Commercial Taxes (Appeals) Patna

2011-12 Office of the Joint Commissioner of

Commercial Taxes (Appeals) Patna

2012-13 Office of the Joint Commissioner of

Commercial Taxes (Appeals) Patna

2014-15 Deputy Commissioner of Commercial Taxes, Patliputra Circle, Patna (Vehicle Seizure) Haryana Value Added Tax Act-2003 December 2012 Jt. Excise & Taxation Commissioner (Appeal), Haryana

2009-10 Kerala High Court

Kerala Value Added Tax Act-2003 October 2013 The Intelligence inspector, Department of Commercial taxes, Thiruvananthapuram.

UP VAT Act, 2008 2005-06 Joint Commissioner (Appeal), Noida

2006-07 Additional Commissioner Appeal-1, Noida

2014-15 Deputy Commissioner, Khand-3, Noida (Vehicle Seizure)

Rajasthan Tax of Entry on Goods in to local areas Act, 1999 2012-13 Supreme Court of India

The Jammu & Kashmir Entry Tax on Goods, Act 2000 2014-15 State of Jammu & Kashmir

Indian Customs Act, 1962 April 2008–June 2009 CESTAT, Delhi

# Rs. 40,540

@ Rs. 41,000

$ Rs. 44,900

Note 1 – Interest and penalty amount not ascertainable.

(c) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder. Accordingly, the provisions of clause 3(vii)(c) of the Order are not applicable.

(viii) In our opinion, the Company's accumulated losses at the end of the financial year are more than fifty percent of its net worth. The Company has not incurred cash losses during the year and in the immediately preceding financial year.

(ix) The Company has not defaulted in repayment of dues to any bank or to debenture-holders during the year.

(x) The Company has not given any guarantees for loans taken by others from banks or financial institutions. Accordingly, the provisions of clause 3(x) of the Order are not applicable.

(xi) In our opinion, the Company has applied the term loans for the purpose for which these loans were obtained.

(xii) No fraud on or by the Company has been noticed or reported during the period covered by our audit.

For Walker Chandiok & Co LLp

(Formerly Walker, Chandiok & Co)

Chartered Accountants

Firm's Registration No.: 001076N/N500013

per david Jones

Partner

Membership No.: 098113

Place : Noida

Date : May 26, 2015


Mar 31, 2014

We have audited the accompanying financial statements of Dish TV India Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2014 and the Statement of profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

2. Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notifed under the Companies Act, 1956, read with the General Circular 15/2003 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013 (together referred to as the "Act"). This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate

in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is suffcient and appropriate to provide a basis for our audit opinion.

4. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2014;

(b) in the case of the Statement of profit and Loss, of the losses for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

5. Emphasis of matter

Without qualifying our opinion, attention is invited to:

a) note 2(c) of the financial statements. The Company''s net worth as at the end of the financial year is completely eroded by its accumulated losses. However, the management has prepared the financial statements assuming that the Company will continue as a going concern since it has adequate resources in the form of operating cash flows and sanctioned credit facilities from lenders to adequately meet its obligation.

b) note 50 of the financial statements regarding the life of the Consumer Premises Equipment (CPE) for the purposes of depreciation, which has been estimated by the management as five years. However, in certain cases of CPEs installed upto 31 March 2012, the one-time advance contributions towards the CPEs in

the form of rentals were recognized as revenue over a period of three years, which was not in line with the estimated life of such assets, in terms of Accounting Standard 19 ''Leases''. During the year, the Company has ascertained its impact and has streamlined the above practice by recognizing the revenue over a period of five years in respect of such CPEs installed upto 31 March 2012. This has, during the year, resulted into a reversal of excess revenue of Rs. 12,930 lacs recognized upto the year ended 31 March 2013, recognition of additional revenue of Rs. 3,702 lacs and consequential impact on license fee pursuant to the above correction, with a net impact on the loss after tax for the year ended 31 March 2014 being higher by Rs. 8,305 lacs.

c) note 51 of the financial statements regarding recognition of activation fees under the service model. Hitherto, upto the year ended 31 March 2013, the Company recognized a portion of the activation fees over the estimated period of subscription / the life of the CPE. During the year, the Company has reassessed its position of recognition of above activation fees, together with the level of service already rendered on activation, the corresponding cost incurred and separate consideration charged for the subsequent continuing services etc. Considering that the Company incurs significant upfront cost upto the stage of activation of CPE and charges separate consideration for subsequent continuing services, the Company has, in order to make better and appropriate presentation, amended its policy of revenue recognition of activation fee on an upfront basis.

The above change has resulted into additional activation / subscription revenue of Rs. 9,936 lacs for the year (including Rs. 4,614 lacs in relation to the previous year) with a corresponding increase in license fees of Rs. 994 lacs (including Rs. 461 lacs in relation to the previous year). As a consequence, the loss after tax for the year is lower by Rs. 8,942 lacs.

6. Report on Other Legal and Regulatory Requirements

(i) As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

(ii) As required by section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. the Balance Sheet, Statement of profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, Statement of profit and Loss and Cash Flow Statement comply with the Accounting Standards notifed under the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013; and

e. on the basis of written representations received from the directors as on 31 March 2014, and taken on record by the Board of Directors, none of the directors is disqualifed as on 31 March 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexure referred to in paragraph 6 of the Independent Auditors'' Report to the Members of Dish TV India Limited on the financial statements for the year ended 31 March 2014.

(i) (a) According to the information and explanations given to us, the Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, the fixed assets, other than consumer premises equipment (CPE), installed at the customer premises and those in transit or lying with the distributors, have been physically verifed by the management as per a phased programme to cover over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its fixed assets. Discrepancies noticed on such verifcation were not significant and have been properly dealt with in the books of account. According to the information and explanations given to us, the existence of CPEs lying at the customer premises is considered on the basis of the ''active user status'' of the CPE.

(c) Fixed assets disposed off during the year were not substantial and, therefore, do not effect the going concern assumption.

(ii) (a) According to the information and explanations given to us, physical verifcation has been conducted by the management at reasonable intervals during the year in respect of inventories of stock in trade consisting of CPE related accessories in the Company''s possession. In our opinion, the frequency of physical verifcation is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures for physical verifcation of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the records of inventories, we are of the opinion that the Company is maintaining proper records of inventories. The discrepancies noticed on physical verifcation of inventories as compared to book records were not material and have been properly dealt with in the books of account.

(iii) According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraphs 4(iii)(b) to (g) of the Order are not applicable.

(iv) According to the information and explanations given to us, and having regard to the explanation that purchases of certain items of inventories and fixed assets are for the Company''s specialized requirements and similarly certain goods/ services sold are for the specialized requirements of the buyers and suitable alternative sources are generally not available to obtain comparable prices, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fixed assets and with regard to the sale of goods and services. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any major weaknesses in the aforesaid internal control system.

(v) In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register maintained under section 301 of the Companies Act, 1956.

(vi) According to the information and explanations given to us, the Company has not accepted any deposits from the public during the year within the meaning of Sections 58A and 58AA or other relevant provisions of the Companies Act, 1956 and the rules framed there under.

(vii) In our opinion and according to the information and explanations given to us, the Company has an internal audit system commensurate with its size and the nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company in respect of the activities where, pursuant to the rules made by the Central Government, the maintenance of cost records has been prescribed under section 209(1)

(d) of the Companies Act, 1956 and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of such records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty and other material statutory dues, as applicable, have generally been regularly deposited during the year by the Company with the appropriate authorities except in respect of entertainment tax dues where there have been several delays, though the amounts have subsequently been paid to the authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, and other material statutory dues, as applicable, were in arrears as at 31 March 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Cess and Excise duty, which have not been deposited with the appropriate authorities on account of any dispute, except as mentioned below:

(Amount in Rs. lacs)

Name of the Nature of the Amount Amount Statute dues involved* paid under protest

7 7 Delhi Value Value Added 283 20 Added Tax Tax Act, 2004 169 -

344** 18 Andhra Value Added Pradesh Value Tax Added Tax

286 286 Act, 2005

74 58

Bihar Value Value Added Added Tax Tax 344 308 Act, 2005

34 11 Kerala Value Value Added 1 1 Added Tax Act Tax 2003



Name of the Statue Period to which Forum where dispute is the amount pending relates

Delhi Value Added Tax Act, 2004 March 2010 Special Commissioner (Appeal), Department of Trade and Taxes, Delhi

April 2007 to VAT Tribunal, New Delhi March 2008

2009-10 Special Commissioner (Appeal), Department of Trade and Taxes, Delhi Andhra Pradesh Value Added Tax Act, 2005 March 2008 Andhra Pradesh High Court to September 2008

2006-08 State Tribunal Appellate Authority, Hyderabad

2007-08 Commercial Tax officer, Patna and Bihar Value Added Tax Act, 2005 2008-09 2009-10 Joint Commissioner of to Commercial Taxes (Appeal) 2012-13 Patna

Kerala Value Added Tax Act 2003 2009-10 Kerala High Court October 2013 Intelligence Inspector, Department of Commercial taxes, Thiruvananthapuram.



Name of the Nature of the Amount Amount Statute dues involved* paid under protest

1 -

# 1 UP Trade Tax Value Added 4 4 Act, 1948 Tax

51 7

Haryana VAT Value Added ## ## Act-2003 Tax

Rajasthan 173 - Tax on Entry of Goods in Entry Tax to local areas Act, 1999

MP VAT Act, Value Added ### #### 2002 Tax

225 225

320 320

Income-tax Income tax Act, 1961 and interest 9 -

93 -

Indian 795 - Additional Customs Act, Duty Special 1962

167 -

Finance 2,921 - Act,1994 Service tax (Service tax)

2,633 - Wealth Tax Wealth tax 2 - Act,1957

Name of the Statue Period to which Forum where dispute is the amount pending relates



April 2005 to Joint Commissioner (Appeal), March 2006 Noida

2006-07 Additional Commissioner Appeal, Noida

2010-11 Deputy Commissioner, Noida and UP Trade Tax Act, 1948 Mar 2013 April 2011 Additional Commissioner and Appeal, Commercial Tax, Noida 2008-09

Haryana VAT Act-2003 Dec 2012 Joint Excise and tax Commissioner (Appeal); Haryana

Rajasthan Tax on Entry of Goods in to local areas Act, 1999 2012-13 Rajasthan High Court, Jaipur and Deputy Commissioner Commercial Tax, Jaipur

MP VAT Act, 2002 2010-11 Deputy Commissioner of Commercial Tax (Appeal), Bhopal

Assessment Income Tax-Appellate Tribunal, year Delhi 2009-10 Assessment Commissioner of Income Tax- Income-tax Act, 1961 year Appeals, Noida 2010-11 Assessment Asst. Commissioner of Income year Tax-Appeal, Mumbai 2006-07 Assessment Commissioner of Income Tax- year 2011-12 Appeals, Noida

Indian Customs Act, 1962 April 2008 to Custom Excise and Service Tax June 2009 Appellate Tribunal, Delhi

2006-07 Custom Excise and Service Tax to Appellate Tribunal

2010-11

Finance Act,1994 (Service tax) 2007-08 Custom Excise and Service Tax to Appellate Tribunal, Delhi 2011-12 2008-09 Commissioner of Service tax to 2010-11

Wealth Tax Act,1957 2005-06 Commissioner of Wealth Tax (Appeals), Delhi

* Including interest/penalty, where identified.

** Including disputed dues aggregating Rs. 344 lacs in respect of Value Added Tax which have been stayed by the respective authorities.

# Rs. 41,000.

## Rs. 40,540.

### Rs. 24,860.

#### Rs. 2,486.

(x) The accumulated losses of the Company are more than fifty percent of its net worth at the end of the year. The Company has not incurred cash losses during the year and in the immediately preceding year.

(xi) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers. The Company did not have any outstanding dues to any financial institutions or debenture-holders during the year.

(xii) According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) According to the information and explanations given to us, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions during the year.

(xvi) According to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that the funds raised on short-term basis have been used for long-term investments, primarily for acquisition of fixed assets for Rs. 100,866 lacs.

(xviii) The Company has not made any preferential allotment of shares to companies/firms/parties covered in the register maintained under Section 301 of the Companies Act, 1956 during the year.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money by way of public issues during the year. The Company has only received certain amounts against outstanding call money of the rights issue made in an earlier year.

(xxi) Based on the audit procedures performed and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For B S R & Co. LLP

Chartered Accountants

Firm Registration No: 101248 W

Kaushal Kishore

Partner

Membership No: 090075

Place : Gurgaon Date : 27 May 2014


Mar 31, 2013

1. Report on the Financial Statements

We have audited the accompanying financial statements of Dish TV India Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2013 and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

2. Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of the financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

4. Basis for Qualified Opinion

The life of the Consumer Premises Equipment (CPE) for the purposes of depreciation has been estimated by the management as five years. However, in certain cases, the one-time advance contributions towards the CPEs in the form of rentals are recognized as revenue over a period of three years, which is not in line with the estimated life of such assets, in terms of Accounting Standard 19 ''Leases''. The impact of which on the financial statements has not been ascertained by the management. The Company has streamlined the above practice by recognising the revenue over a period of five years in respect of CPEs installed with effect from 1 April 2012.

This was a subject matter of qualification in our audit report on the financial statements for the previous year ended 31 March 2012 [also refer to note 50];

5. Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in para 4 above, "Basis for Qualified Opinion", the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2013;

(b) in the case of the Statement of Profit and Loss, of the losses for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

6. Emphasis of matter

Without qualifying our opinion, attention is invited to note 2(c) of the financial statements. The Company''s net worth as at the end of the financial year is completely eroded by its accumulated losses. However, the management has prepared the financial statements assuming that the Company will continue as a going concern since it has adequate resources in the form of operating cash flows and sanctioned credit facilities from lenders to adequately meet its obligation.

7. Report on Other Legal and Regulatory Requirements

(i) As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

(ii) As required by section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. except for the effects of the matter described in para 4 above, " Basis for Qualified Opinion", in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956; and

e. on the basis of written representations received from the directors as on 31 March 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexure referred to in paragraph 7 of the Independent Auditors'' Report to the Members of Dish TV India Limited on the financial statements for the year ended 31 March 2013.

(i) (a) According to the information and explanations given to us, the Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, the fixed assets, other than consumer premises equipment (CPE), installed at the customer premises and those in transit or lying with the distributors, have been physically verified by the management as per a phased programme to cover over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its fixed assets. Discrepancies noticed on such verification were not significant and have been properly dealt with in the books of account. According to the information and explanations given to us, the existence of CPEs lying at the customer premises is considered on the basis of the ''active user status'' of the CPE.

(c) Fixed assets disposed off during the year were not substantial and, therefore, do not effect the going concern assumption.

(ii) (a) According to the information and explanations given to us, physical verification has been conducted by the management at reasonable intervals during the year in respect of inventories of stock in trade consisting of CPE related accessories in the Company''s possession. In our opinion, the frequency of physical verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures for physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the records of inventories, we are of the opinion that the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account.

(iii) According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraphs 4(iii)(b) to (g) of the Order are not applicable.

(iv) According to the information and explanations given to us, and having regard to the explanation that purchases of certain items of inventories and fixed assets are for the Company''s specialized requirements and similarly certain goods/ services sold are for the specialized requirements of the buyers and suitable alternative sources are generally not available to obtain comparable prices, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fixed assets and with regard to the sale of goods and services. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any major weaknesses in the aforesaid internal control system.

(v) In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register maintained under section 301 of the Companies Act, 1956.

(vi) According to the information and explanations given to us, the Company has not accepted any deposits from the public during the year within the meaning of Sections 58A and 58AA or other relevant provisions of the Companies Act, 1956 and the rules framed there under.

(vii) In our opinion and according to the information and explanations given to us, the Company has an internal audit system commensurate with its size and the nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company in respect of the activities where, pursuant to the rules made by the Central Government, the maintenance of cost records has been prescribed under section 209(1) (d) of the Companies Act, 1956 and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of such records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty and other material statutory dues, as applicable, have generally been regularly deposited during the year by the Company with the appropriate authorities except in respect of entertainment tax dues where there have been several delays, though the amounts have subsequently been paid to the authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, and other material statutory dues, as applicable, were in arrears as at 31 March 2013 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Cess and Excise duty, which have not been deposited with the appropriate authorities on account of any dispute, except as mentioned below:

(Amount in Rs. lacs)

Name of the Statute Nature of the Amount Amount dues involved paid under ** protest

Delhi Value Added Tax Value Added Tax 7 7 Act, 2004 Value Added Tax 244 20

Andhra Pradesh Value Value Added Tax 344* 18 Added Tax Act, 2005

Value Added Tax 286 286

Bihar Value Added Tax Value Added Tax 15 15 Act, 2005 Value Added Tax 59 43

Name of the Statute Period to which Forum where dispute is pending the amount relates

Delhi Value Added Tax Act 2004 March 2010 VAT Officer, Delhi VAT

April 2007 to VAT Tribunal, New Delhi March 2008

Andhra Pradesh Value Added Tax Act 2005 March 2008 to Andhra Pradesh High Court September 2008

2006-08 State Tribunal Appellate Authority, Hyderabad

Bihar Value Added Tax Act 2005 2007-08 Commercial Tax Officer, Patna

2008-09 Commercial Tax Officer, Patna

* Including disputed dues aggregating Rs. 344 lacs in respect of Value Added Tax which have been stayed by the respective authorities

** Including interest/penalty, where identified

# Rs. 41,000

## Rs. 36,000

### Rs. 40,540

(x) The accumulated losses of the Company are more than fifty percent of its net worth at the end of the year. The Company has not incurred cash losses during the year and in the immediately preceding year.

(xi) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers. The Company did not have any outstanding dues to any financial institutions or debenture-holders during the year.

(xii) According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) According to the information and explanations given to us, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions during the year.

(xvi) According to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that the funds raised on short-term basis have been used for long-term investments, primarily for acquisition of fixed assets for Rs. 70,173 lacs.

(xviii) The Company has not made any preferential allotment of shares to companies/firms/parties covered in the register maintained under Section 301 of the Companies Act, 1956 during the year.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money by way of public issues during the year. The Company has only received outstanding call money against the rights issue made in an earlier year.

(xxi) Based on the audit procedures performed and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For B S R & Co.

Chartered Accountants

Firm Registration No: 101248 W

Kaushal Kishore

Partner

Membership No: 090075

Place : Gurgaon

Date : 23 May 2013


Mar 31, 2012

1 We have audited the attached Balance Sheet of Dish TV India Limited ('the Company') as at 31 March 2012 and also the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2 We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3 As required by the Companies (Auditor's Report) Order, 2003 ('the Order'), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 ('the Act'), we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4 Without qualifying our opinion, attention is invited to note 2(b) of the financial statements. The Company's net worth as at the end of the financial year is completely eroded by its accumulated losses. However, the management has prepared the financial statements assuming that the Company will continue as a going concern since it has adequate resources in the form of operating cash flows and sanctioned credit facilities from lenders to adequately meet its obligation.

5 Further to our comments in the Annexure referred to in para 3 above, we report that:

(a) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) in our opinion, proper books of account, as required by law, have been kept by the Company so far as appears from our examination of those books;

(c) the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement, dealt with by this report, are in agreement with the books of account;

(d) subject to our comments in paragraph 5 (f) below regarding non compliance in relation to Accounting Standard 19 'Leases', in our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report, comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, to the extent applicable;

(e) on the basis of written representations received from the directors of the Company as on 31 March 2012 and taken on record by the Board of directors, we report that none of the directors is disqualified as on 31 March 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(f) the life of the Consumer Premises Equipment (CPE) for the purposes of depreciation has been estimated by the management as five years. However, in certain cases, the one-time advance contributions towards the CPEs in the form of rentals are recognized as revenue over a period of three years, which is not in line with the estimated life of such assets, in terms of Accounting Standard 19 'Leases', though the impact of which on the financial statements has not been ascertained by the management. This was a subject matter of qualifbation in our audit report on the financial statements for the previous year ended 31 March 2011 also [Pefer to note 39 (b)];

(g) during the previous year, the Company received a demand notice for income tax and interest thereon aggregating Rs. 4,056 lacs in relation to an earlier year, though reduced to Rs. 2,642 lacs during the year based on a rectification application filed. The matter pertains to short deduction of tax at source on certain payments and interest thereon for delayed period. The Company has disputed the above said demand and has filed an appeal against the same with the tax authorities. The Company, based on a legal view obtained in the matter, has not made any provision in the financial statements and has not assessed the impact of the above position on the subsequent years. Pending final conclusion, we are unable to comment on the matter and its consequent impact on the Statement of Profit and Loss for the year and the debit balance in the Statement of Profit and Loss at the end of the year. This was a subject matter of qualification in our audit report on the financial statements for the previous year ended 31 March 2011 also [Refer to note 49 (c)]; and

(h) subject to our comments in paragraphs 5 (f) and (g) above, the impact of which has not been ascertained, in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2012;

(ii) in the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure referred to in paragraph 3 of the Auditors' Report to the Members of Dish TV India Limited on the accounts for the year ended 31 March 2012

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, the fixed assets, other than consumer premises equipment (CPE), installed at the customer premises and those in transit or lying with the distributors, have been physically verified by the management as per a phased programme to cover over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and nature of its fixed assets. Discrepancies noticed on such verification were not significant and have been properly dealt with in the books of account. According to the information and explanations given to us, the existence of CPEs lying at the customer premises is considered on the basis of the 'active user status' of the CPE.

(c) Fixed assets disposed off during the year were not substantial and, therefore, do not effect the going concern assumption.

(ii) (a) According to the information and explanations given to us, physical verification has been conducted by the management at reasonable intervals during the year in respect of inventory of stock in trade consisting of CPEs and accessories in the Company's possession. In our opinion, the frequency of physical verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures for physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the records of inventories, we are of the opinion that the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account.

(iii) According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraphs 4(iii)(b) to (g) of the Order are not applicable.

(iv) According to the information and explanations given to us, and having regard to the explanation that purchases of certain items of inventories and fixed assets are for the Company's specialised requirements and similarly certain goods/ services sold are for the specialised requirements of the buyers and suitable alternative sources are generally not available to obtain comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fixed assets and with regard to the sale of goods and services. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any major weaknesses in the aforesaid internal control system.

(v) (a) In our opinion, and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements referred to in para (v) (a) above, and exceeding the value of Rs. 5 lakhs with any party during the year have made at price which are reasonable having regard to the prevailing market price except for certain transactions which are for the specialized requirements of the respective parties and for which suitable alternate sources are not available to obtain comparable quotations.

(vi) According to the information and explanations given to us, the Company has not accepted any deposits from the public during the year within the meaning of Sections 58A and 58AA or other relevant provisions of the Companies Act, 1956 and the rules framed there under.

(vii) In our opinion and according to the information and explanations given to us, the Company has an internal audit system commensurate with its size and the nature of its business.

(viii) Pursuant to the rules made by the Central Government, the maintenance of cost records has been prescribed under section 209(1)(d) of the Companies Act, 1956. According to the information and explanations given to us, the Company is in the process of aligning its financial accounting system in order to maintain the requisite cost accounting records. As informed to us, the Company is in the process of concluding and producing such records.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and other material statutory dues, as applicable, have generally been regularly deposited during the year by the Company with the appropriate authorities except in respect of entertainment tax dues where there have been several delays, though the amount have subsequently been paid to the authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and other material statutory dues, as applicable, were in arrears as at 31 March 2012 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty and Cess which have not been deposited with the appropriate authorities on account of any dispute, except as mentioned below:

Amount in Rs.lacs Name of the Nature of the Amount Amount Statute dues involved paid under protest

Value Added Tax 160 -

7 7 Delhi Value Added- Tax Act 2004 Value Added Tax 244 20 (including penalty and interest)

Value Added Tax 40 4

Value Added Tax 344* 18 Andhra Pradesh (including interest) Value Added Tax Value Added Tax 286 286 Act, 2005 (including penalty and interest)

Value Added Tax 15 15 Bihar Value Added Tax Act, 2005 59 43

Value Added Tax 1 - (including interest)

Value Added Tax 1 1 UP Trade Tax Act, 1948

# #

10 5

Income-tax Act, Income tax and 2,642 400 1961 interest



Name of the Period to which Forum where dispute is Statue the amount pending relates

January 2007 to VATO .Delhi VAT March 2007

March 2010 VATO, Delhi VAT

Delhi Value Added Tax Act, 2004 April 2007 to VAT Tribunal, New Delhi March 2008

AY 2007-08 VATO .Delhi VAT

March 2008 to Andhra Pradesh High Court September 2008

Andhra Pradesh Value Added Tax Act, 2005 2006-08 State Tribunal Appellate Authority, Hyderabad

Bihar Value Added Tax Act, 2005 2007-08 Commercial Tax Officer, Patna

2008-09 Commercial Tax Officer, Patna

UP Trade Tax Act, 1948 April 2005 to Joint Commissioner (Ap- March 2006 peal), Noida

2006-07 Additional Commissioner Appeal, Noida

2010-11 Deputy Commissioner, Noida

April 2011 CTO, Noida

Income-tax Act, 1961 Assessment year Commissioner of Income 2009-10 Tax-Appeal, Noida.



Name of the Nature of the Amount Amount Statute dues involved paid under protest

9 - Indian Customs Act, Special Additional 795 - 1962 Duty

Finance Act, 1994 Service tax 167 - (Service tax case)

Wealth tax 1 - Wealth Tax Act, 1957



Name of the Period to which Forum where dispute is Statue the amount pending relates

Assessment year Commissioner of Income 2006-07 Tax-Appeal, Mumbai

Indian Customs Act, 1962 April 2008 to CESTAT June 2009

Finance Act, 1994 (Service tax case) F Y 2006-07 to F Commissioner of Excise & Y 2010-11 Service Tax -Ghaziabad

Wealth Tax Act, 1957 AY 05-06 Asst. Commissioner of Income Tax, New Delhi



* Including disputed dues aggregating Rs. 344 lacs in respect of Value Added Tax which have been stayed by the respective authorities.

# Rs. 36,000.

(x) The accumulated losses of the Company are more than fifty percent of its net worth at the end of the year. The Company has not incurred cash losses during the year and in the immediately preceding year.

(xi) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers. The Company did not have any outstanding dues to any financial institutions or debenture-holders during the year.

(xii) According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) According to the information and explanations given to us, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions during the year.

(xvi) According to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that the funds raised on short-term basis have been used for long-term investments, primarily for acquisition of fixed assets for Rs. 86,934 lacs.

(xviii) The Company has not made any preferential allotment of shares to companies/firms/parties covered in the register maintained under Section 301 of the Companies Act, 1956 during the year.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money by way of public issue during the year. The Company has only received outstanding call money against the rights issue made in the previous year.

(xxi) Based on the audit procedures performed and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For B S R & Co.

Chartered Accountants

Firm Registration No: 101248W

Kaushal Kishore

Partner

Membership No: 090075

Place: Gurgaon Date : 16 May 2012


Mar 31, 2011

1. We have audited the attached Balance Sheet of Dish TV India Limited ('the Company') as at 31 March 2011 and also the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 ('the Order'), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 ('the Act'), we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that:

(a) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) in our opinion, proper books of account, as required by law, have been kept by the Company so far as appears from our examination of those books;

(c) the Balance Sheet, Profit and Loss Account and the Cash Flow Statement, dealt with by this report, are in agreement with the books of account;

(d) subject to our comment in paragraphs 4 (f) and (g) below regarding non compliance, primarily in relation to Accounting Standard (AS) 13 'Accounting for Investments'; AS 28 'Impairment of Assets'; and AS 19 'Leases', in our opinion, the Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by this report, comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, to the extent applicable;

(e) on the basis of written representations received from the directors of the Company as on 31 March 2011 and taken on record by the Board of directors, we report that none of the directors is disqualified as on 31 March 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956; and

(f) the life of the Consumer Premise Equipment (CPE) for the purposes of depreciation has been estimated by the management as five years. However, in certain cases, the one- time advance contributions towards the CPEs in the form of rentals are recognized as revenue over a period of three years, which is not in line with the estimated life of such assets, in terms of AS-19 'Leases', though the impact of which on the financial statements has not been ascertained by the management [Refer to note 16 (b) of schedule 22]; and

(g) attention is invited to note 4 of schedule 22 which explains in details the accounting treatment followed by the Company on implementation of the Composite Scheme of Amalgamation and Arrangements between the Company and two of its subsidiary companies ('the Scheme'), duly approved by the High Court of Delhi. In terms of the Scheme, the excess of the book value of net assets of non- DTH related business, transferred to a subsidiary company, over the consideration received, has been adjusted directly in the 'General reserve' during the current year, instead of accounting for impairment of fixed assets transferred, as required by AS 28, and

providing for diminution in the value of investment transferred, as required by AS 13, in the Profit and Loss Account in the previous year. Had the Company followed the above Standards in the previous year, the loss on impairment of the above fixed assets/ provision for diminution in the value of investments would have been adjusted in the Profit and Loss Account and loss for the previous year and the debit balance in the Profit and Loss Account as at 31 March 2010 would have been higher by Rs. 1,743,523,943.

Since the aforesaid loss on impairment of fixed assets/diminution in the value of investment have not been recognised even in the current year as a prior period item, which together with the impact of the transfer of other net assets/ liabilities in the current year, net of consideration received, have been adjusted in General Reserve directly as mentioned above, the loss for the year and the debit balance in the Profit and Loss Account at the end of the year are lower by Rs. 1,743,523,943. However, on implementation of the Scheme, the above net loss stands adjusted directly in the General Reserve in accordance with the accounting treatment prescribed in the Scheme approved by the High Court of Delhi.

This was a subject matter of qualification in the audit report on the financial statements for the year ended 31 March 2010 also; and

(h) during the year, the Company received a demand notice for income tax and interest thereon aggregating Rs. 4,05,614,101 in relation to an earlier year. The matter pertains to short deduction of tax at source on certain payments and interest thereon for delayed period. The Company has disputed the abovesaid demand and has filed an appeal against the same with the tax authorities. The Company, based on a legal view obtained in the matter, has not made any provision in the financial statements and has not assessed the impact of the above position on the subsequent years. Pending final conclusion, we are unable to comment on the matter and its consequent impact on the Profit and Loss Account for the year and the debit balance in the Profit and Loss Account at the end of the year [Refer to note 3 (b) of schedule 22]

Subject to our comments in paragraphs 4 (f), (g) and (h) above, the impact if which, to the extent ascertained, has been explained therein, in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2011;

(ii) in the case of the Profit and Loss Account, of the loss for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure referred to in paragraph 3 of the Auditors' Report to the Members of Dish TV India Limited on the accounts for the year ended 31 March 2011

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, the fixed assets, other than consumer premises equipment (CPE), installed at the customer premises and those in transit or lying with the distributors, have been physically verified by the management as per a phased programme to cover over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and nature of its fixed assets. Discrepancies noticed on such verification were not significant and have been properly dealt with in the books of account. According to the information and explanations given to us, the existence of CPEs lying at the customer premises is considered on the basis of the 'active user status' of the CPE.

(c) According to the information and explanations given to us, the assets disposed off during the current year including those pursuant to the Composite Scheme of Amalgamation and Arrangement between the Company, Agrani Satellite Services Ltd ('ASSL'), Integrated Subscriber Management Services Ltd ('ISMSL') and their respective shareholders and creditors ('the Scheme') were not substantial and do not effect the going concern assumption.

(ii) (a) According to the information and explanations given to us, physical verification has been conducted by the management at reasonable intervals during the year in respect of inventory of stock in trade consisting of CPEs and accessories in the Company's possession. In our opinion, the frequency of physical verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures for physical verification of

inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the records of inventories, we are of the opinion that the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account.

(iii) According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraphs 4(iii)(b) to (g) of the Order are not applicable.

(iv) According to the information and explanations given to us, and having regard to the explanation that purchases of certain items of inventories and fixed assets are for the Company's specialised requirements and similarly certain goods/ services sold are for the specialised requirements of the buyers and suitable alternative sources are generally not available to obtain comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fixed assets and with regard to the sale of goods and services. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any major weaknesses in the aforesaid internal control system.

(v) (a) In our opinion, and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of

contracts or arrangements referred to in para (v) (a) above, and exceeding the value of Rs. 5 lakhs with any party during the year have made at price which are reasonable having regard to the prevailing market price except for certain transactions which are for the specialized requirements of the respective parties and for which suitable alternate sources are not available to obtain comparable quotations.

(vi) According to the information and explanations given to us, the Company has not accepted any deposits from the public during the year within the meaning of Sections 58A and 58AA or other relevant provisions of the Companies Act, 1956 and the rules framed there under.

(vii) In our opinion and according to the information and explanations given to us, the Company has an internal audit system commensurate with its size and the nature of its business.

(viii) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 for any of the services rendered by the Company.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and other material statutory dues, as applicable, have generally been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and other material statutory dues, as applicable, were in arrears as at 31 March 2011 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty and Cess which have not been deposited with the appropriate authorities on account of any dispute, except as mentioned below:

(Amount in Rs.)

Name of the Nature of the dues Amount Amount Statute involved paid under protest

Delhi Value Value Added Tax 16,045,548 - Added Tax Act, 2004 668,627 668,627

Value Added Tax 24,446,261 (including penalty and interest) Andhra Value Added Tax 34,447,104* 1,818,709 Pradesh Value (including interest) Added Tax Act, Value Added Tax 28,608,770 28,608,770 2005 (including penalty and interest)

Bihar Value Value Added Tax 4,749,874 4,701,344 Added Tax Act, 2005

Name of the Statute Period to which the Forum where dispute is amount relates pending

Delhi Value Added Tax Act, 2004 January 2007 to Special Commissioner-I, March 2007 New Delhi

March 2010 Special Commissioner-I, New Delhi

Andhra Pradesh Value Added Tax Act, 2005 April 2007 to Special Commissioner-I, March 2008 New Delhi

March 2008 to Andhra Pradesh High Court September 2008

Bihar Value Added Tax Act, 2005 2006-08 State Tribunal Appellate

Authority, Hyderabad

2008-09 Commercial Tax Officer,

Patna

(Amount in Rs.)

Name of the Nature of the dues Amount Amount Statute involved paid under protest



UP Trade Tax Value Added Tax 67,388 - Act, 1948 (including interest)

100,000 100,000

272,712 272,712

Value Added Tax 413,250 413,250

36,000 36,000

Income-tax Act, Income tax and 4,05,61 4,101 1961 interest

Indian Customs Special Additional 149,40 6,086 Act, 1962 Duty



Name of the Statute Period to which the Forum where dispute is amount relates pending

UP Trade Tax Act, 1948 April 2005 to Joint Commissioner March 2006 (Appeal),

2006-07 Additional Commissioner Appeal-1, Noida 2006-07 and Deputy Commissioner, 2007-08 Noida

2009-10 Additional Commissioner (Commercial Tax), Noida 2010-11 Deputy Commissioner- 3, Noida Income-tax Act, 1961 Assessment year The Assistant Commissioner 2009-10 of Income Tax, Noida.

Indian Customs Act, 1962 April 2008 to The Commissioner, ICD June 2009

* Including disputed dues aggregating Rs. 34,447,104 in respect of Value Added Tax which have been stayed by the respective authorities.

(x) The accumulated losses of the Company are more than fifty percent of its net worth at the end of the year. The Company has not incurred cash losses during the year and in the immediately preceding year.

(xi) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers. The Company did not have any outstanding dues to any financial institutions or debenture-holders during the year.

(xii) According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) According to the information and explanations given to us, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions during the year.

(xvi) According to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that the funds raised on short-term basis have been used for long-term investments primarily for acquisition of fixed assets for Rs. 6,828,844,657.

(xviii) The Company has not made any preferential allotment of shares to companies/firms/parties covered in the register maintained under Section 301 of the Companies Act, 1956 during the year.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money by way of public issue during the year. The Company has only received outstanding call money against the rights issue made in the previous year.

(xxi) Based on the audit procedures performed and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For B S R & Co.

Chartered Accountants

Firm Registration No.: 101248 W

Kaushal Kishore

Partner

Membership No.: 090075

Place: Gurgaon

Date: 23 May 2011


Mar 31, 2010

1. We have audited the attached Balance Sheet of Dish TV India Limited ("the Company") as at March 31, 2010 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 (the ‘Order) issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 ("the Act"), on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we annex hereto a statement on the matters specified in paragraph 4 and 5 of the said Order.

4. No provision is made for the diminution in the value of investments (including advance share application money of Rs. 13,110.76 lacs as required by AS 13 "Accounting for investments" and impairment of assets of Rs. 2009.48 lacs as required by AS 28 "Impairment of assets". Had these adjustments made, loss for the year would have been higher by Rs. 15,120.24 lacs. However this loss is proposed to be adjusted against General Reserve as per the Composite Scheme of Amalgamation and Arrangement filed in the High Court as referred to in Note no. 24.

5. Further to our comments in the Annexure referred to in paragraph (3) above, we report that:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company, so far as appears from our examination of those books;

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act except for para 4 above;

e) On the basis of written representations received from the directors, and taken on record by the Board, we report that none of the directors is disqualified as at March 31, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

f) Subject to comments at para 4 above, and in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together the significant accounting policies and notes thereon give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

i) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010;

ii) In the case of the Profit and Loss Account, of the Loss of the Company for the year ended on that date; and

iii) In the case of Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure referred to in paragraph 3 of Auditors Report to the members of Dish TV India Limited on the accounts for the year ended March 31, 2010.

i) a) The Company has maintained proper records showing full particulars, including quantitative details and situation of its fixed assets.

b) According to the information and explanations given to us, the fixed assets, other than consumer premises equipments (CPE) installed at the customer premises and CPE under Capital Work in Progress which is major part of the fixed assets, have been physically verified by the management as per the phased program of verification and no discrepancies were noticed on such verification. In our opinion the frequency of verification is reasonable having regard to the size of the Company and nature of its assets.

c) During the year, there was no disposal of substaintial part of fixed assets.

ii. a) The inventory has been physically verified by the management at the end of the year. In our opinion, the frequency of such verification is reasonable.

b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion, the Company has maintained proper records of the inventory and no discrepancy were noticed on physical verification as compared to book records.

iii. a) The Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Therefore, clause 4(iii)(b), (c) and (d) of the Order are not applicable to the Company.

b) The Company has not taken any loan, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Therefore clause 4(iii)(f) and (g) of the Order are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control system.

v. a) Based on the audit procedures applied by us and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that need to be entered in the register maintained under Section 301 of the Act have been so entered.

b) In our opinion and according to the information and explanations given to us, the transaction made in pursuance of contracts or arrangements entered into the register maintained under Section 301 of the Act and exceeding the value of Rupees five lacs in respect of each party during the year, have been made at prices which is prima facie reasonable having regard to the prevailing market prices (where such market price available) at the relevant time.

vi. The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Act and the rules framed there under.

vii. In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

viii. We are informed that the Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Act in respect of the Companys activities.

ix. According to the records of the Company examined by us and information and explanations given to us:

a) The Company has been generally regular in depositing (except delay in few cases) its statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Value Added Tax/Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Service Tax, Entertainment Tax, Cess and others as applicable. There are no undisputed amounts payable in respect of the aforesaid dues which have been remained outstanding as at March 31, 2010 for a period of more than six months from the date they became payable except Rs. 24.31 lacs payable under Central Sales Tax Act, 1956.

b) According to the information and explanations given to us, there are no dues of Income Tax, Value Added Tax/Sales Tax, Custom Duty, Wealth Tax, Excise Duty and Cess which have not been deposited on account of any dispute except the following:

Name of statue Nature of Amount dues (Rs. in lacs)

Uttar Pradesh Entertainment Tax 919.95 Entertainment & Betting Tax Act, 1979

Uttar Pradesh Entertainment Tax 66.54 Entertainment & Betting Tax Act, 1979

AP Value Added Tax Act, Value Added Tax 344.47 2005 Including penalty and Interest

UP Trade Tax Act Value Added Tax 1.00

UP Trade Tax Act Value Added Tax 0.67



Name of Statue Period to which Forum where dispute is pertain pending

Uttar Pradesh Entertainment & Betting Tax Act, 1979 2003-2004 to Allahabad High Court 2006-2007

Uttar Pradesh Entertainment & Betting Tax Act, 1979 April 2006 to Allahabad High Court July 2009

AP Value Added Tax Act, 2005 March 2008 to Andhra Pradesh High September 2009 Court

UP Trade Tax Act April 2006 to Joint Commissioner March 2007 (Appeals), Noida

UP Trade Tax Act April 2005 to Joint Commissioner March 2006 (Appeals), Noida

x. The accumulated losses of the Company are more than fifty percent of its net worth at the end of the year. The Company has not incurred cash losses during the year however had incurred cash losses in the immediately preceding year.

xi. Based on our audit procedures and as per information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues including interest to Banks and Financial Institutions during the year considering reschedulement.

xii. According to the information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. According to the information and explanations given to us, the Company is not chit fund or a nidhi / mutual benefit fund / society.

xiv. The Company has not dealt in or traded in shares, securities, debentures and other investments.

xv. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from banks and financial institutions.

xvi. According to the information and explanations given to us and based on overall examination of records, in our opinion, term loan availed by the Company has been applied for the purpose for which the loans were raised, except Rs. 17,327.12 lacs raised during the preceding financial year is not used for the purposes it was raised.

xvii. On the basis of overall examination of Balance Sheet and the Cash Flow Statement of the Company and related information as made available to us, we report that funds raised on short term basis have not been used for long-term investments.

xviii. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

xix. The Company has not issued any secured debentures during the year.

xx. The management has disclosed (at Note nos. 36 & 35) the end use of money raised through Global Depository Receipts issued during the year and proceeds of Rights issue made during the preceeding financial year.

xxi. Based on the audit procedures and according to the information and explanation given to us, we report that no fraud on or by the Company has been noticed or reported during the year.

L. K. Shrishrimal

Partner

Membership No. 72664

For and behalf of

MGB & Co

Firm Registration No. 101169W Chartered Accountants

Place : Noida

Dated : October 26, 2010

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