To the Members,
Your Directors are pleased to present the 35th (Thirty fifth) Annual Report
of your Company providing an overview of the business and operations of the Company
together with Annual Audited Standalone and Consolidated Financial Statements and
Auditor's Report thereon for the Financial Year ('FY') ended March 31, 2023, prepared as
per Indian Accounting Standards prescribed under Section 133 of the Companies Act, 2013
(Act').
1. FINANCIAL RESULTS
The financial performance of your Company for the FY ended March 31, 2023, is
summarized below:
Particulars |
Standalone-Year Ended |
Consolidated-Year Ended |
|
March 31,2023 |
March 31,2022 |
March 31, 2023 |
March 31,2022 |
Sales & Services |
110,973 |
138,370 |
226,185 |
280,249 |
Other Income |
14,654 |
13,033 |
3,320 |
2,392 |
Total Income |
125,627 |
151,403 |
229,505 |
282,641 |
Total Expenses |
123,388 |
128,447 |
247,556 |
255,372 |
Profit/(Loss) before Tax & Exceptional Item |
2,239 |
22,956 |
(18,051) |
27,269 |
Exceptional Item |
220,629 |
277,190 |
190,761 |
265,388 |
Profit/(Loss) before Tax |
(218,390) |
(254,234) |
(208,812) |
(238,119) |
Profit / (loss) from continuing operations before tax |
(218,390) |
(254,234) |
(208,812) |
(238,119) |
-Current Tax |
- |
- |
- |
2,912 |
-Deferred tax-continued operations |
(15,427) |
(11,992) |
(40,458) |
(54,308) |
Profit / (loss) from continuing operations after tax |
(202,963) |
(242,242) |
(168,354) |
(186,723) |
Profit/(Loss) after Tax |
(202,963) |
(242,242) |
(168,354) |
(186,723) |
Profit/(Loss) for the Year |
(202,963) |
(242,242) |
(168,354) |
(186,723) |
Add: Balance brought forward |
(570,747) |
(328,469) |
(571,290) |
(388,174) |
Adjustment for Non-controlling interest |
- |
- |
- |
3,587 |
Add: Restatement of opening reserve |
- |
- |
5,729 |
- |
Add: Re-measurement of post-employment benefits |
(56) |
(36) |
(87) |
20 |
Amount available for appropriations |
(773,766) |
(570,747) |
(734,002) |
(571,290) |
Balance Carried Forward |
(773,766) |
(570,747) |
(734,002) |
(571,290) |
There are no material changes and commitments that occurred after the close of the
financial year till the date of this report which affects the financial position of the
Company.
Based on internal financial control framework and compliance systems established in the
Company and verified by the auditors' and reviews performed by the management and/or the
Audit Committee of the Board, your Board is of the opinion that Company's internal
financial controls were adequate and effective, during the financial year 2022-23.
The shareholders are aware that the resolution with respect to adoption of Annual
Audited Financial Statements of the Company on a standalone and consolidated basis, for
the financial year ended March 31, 2022 and March 31, 2021, including the Balance Sheet,
the Statement of Profit & Loss and Cash Flow Statement for both the financial year
ended on that date and the Reports of the Board of Directors and Auditors thereon were not
adopted by the Shareholders of the Company with requisite majority.
The Board of Directors of the Company, in addition to the agenda items in relation to
Financial Year 2022-23, have also proposed to present the Annual Audited Financial
Statements of the Company on a standalone and consolidated basis, for the Financial Year
2021-22 & Financial Year 2020-21, without any modification, for consideration and
adoption by the Shareholders at the 35th Annual General Meeting of the Company,
schedule to be held on Monday, September 25, 2023, at 1730 Hrs.
2. DIVIDEND
Your Board intends to retain its internal accrual for future business requirements and
the growth of the Company. Accordingly, your Board has not recommended any dividend during
the year under review.
The Board of Directors of the Company had approved and adopted a Policy on Distribution
of Dividend, as amended from time to time, to comply with Regulation 43A of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ('Listing Regulations'). The said Policy of the Company sets out the parameters and
circumstances that will be taken into account by the Board in determining whether or not
to distribute dividend to its shareholders, the quantum of profits and/or retained profits
earned by the Company to be distributed as dividend. The policy is available on the
website of the Company viz. https://www.dishd2h.com.
3. BUSINESS OVERVIEW
Dish TV, the first direct-to-home entertainment provider in India, has contributed to
digitizing the country's entertainment industry. The Company has played a pivotal role in
bringing the finest in-home television viewing through the most advanced digital
technology. Dish TV has consistently worked to advance television viewing by incorporating
futuristic features that provide consumers with easy access to a broad variety of linear
and digital content. All four of its brands, namely DishTV, d2h, Watcho OTT app, and Zing
Super, enjoy significant brand equity among consumers at their respective price points.
During FY 2022-23, Dish TV introduced the OTT aggregation service through its Watcho
OTT app, by offering multiple OTT services into a single window. The service provides most
of the relevant OTT services, spread across all the genres including the regional OTT
services. To access content from the aforementioned platforms, only a single subscription
is required. Watcho App has registered significant growth in the number of downloads,
growing from 4 million in April 2020 to 70 million in March 2023. This success is a result
of the Company's determination to create original content and communicate with the youth
of India. Several original series of varying genres were published throughout the year. In
order to reach a broader audience, the platform was also made available in Hindi and
Telegu. The emphasis going forward will be on incorporating additional languages. The
Company believes that Watcho establishes a crucial link between the Company and youth.
Together with Watcho, the Company's over-the-top (OTT) platform, Dish TV has gained
dominance in the domestic media and entertainment market, driven by its excellent
pan-India distribution system. With a focus on the customer at the center of its
operations, the Company endeavours to provide superior quality at competitive prices.
The Company launched a Freemium conditional access system for accessing pay TV channels
on the Zing Super Box (2-in-1 box), which was designed with the consumer in mind. The
Company rationalised and reduced the pricing points to fit customers' monthly budgets.
Additionally, the Company introduced several new channels and value-added services on the
Dish platform.
To better serve its consumers, Dish TV has been investing in data management and
analytics for both DTH and Digital platforms, allowing for a greater comprehension of
consumption and behavioral data. Even though the previous fiscal year
presented a number of challenges, the Company was able to maintain its business
trajectory and reach more viewers than in the previous year. The company was able to
increase new DTH subscribers by 3.4% over the course of the year but remained vulnerable
to changing viewing patterns, which continued to influence its subscribers' recharging
behavior. Due to volatile viewing habits and cautious spending in the face of inflationary
pressure, subscription revenues declined by 29.3% during the year. Revenue from operations
reached ' 28,618 million. As a result of the decline in revenue, the EBITDA margin
decreased to 40.4% as compared to 58.7% during the previous fiscal year. The Company
remained committed to deleveraging its balance sheet for the fourth consecutive year and
paid off ' 3,031 million during the year, bringing its total debt to ' 725 million at the
end of the period under consideration. This resulted in substantial savings in financial
expenses, which decreased by 14.4%. Loss before exceptional items and taxes stood at '
1,805 million as compared to ' 2,727 million in FY 2021-22. Significant expenses for
exceptional items led to total losses of ' 19,076 million. The company's solid financial
position enables it to invest in technology and become future-ready. With the government's
emphasis on rail and road infrastructure, the development of 4G and 5G stacks, the drive
for housing for all, and efforts to improve rural income, the rural population's demand
for DTH services is destined to rise. The Company is well-equipped to capitalize on this
emergent opportunity by leveraging its industry-leading position.
DIRECT TO HOME (DTH') LICENSE
Your Company was issued Direct to Home ('DTH') License by the Ministry of Information
and Broadcasting, Government of India ('MIB') in the year 2003, which License was valid
for a period of 10 years, i.e. upto September 2013. Subsequently, MIB has been
periodically granting interim extensions of the said License.
The MIB vide Order dated December 30, 2020, issued amended Guidelines for DTH sector.
The amended guidelines, inter-alia provide for a term of 20 years for the DTH License and
the license fee revised to 8% of Adjusted Gross Revenue (AGR), which is to be calculated
by deduction of GST from the Gross Revenue. The terms of the amended guidelines have come
into effect from April 1,2021. In accordance with the amended guidelines, the Company had
applied for issue of License and the MIB has granted provisional License with effect from
April 1, 2021, vide its letter dated March 31, 2021, on the terms and conditions as
mentioned therein.
DTH License Fee
The Ministry of Information and Broadcasting ('MIB') had issued a demand notice in the
year 2014 for the License Fee pertaining from the date of issuance of DTH License till
Financial Year 2012-13. The said Demand Notice was challenged by the Company before the
Hon'ble Telecom Dispute Settlement Appellate Tribunal ('TDSAT') and the said demand has
been stayed by the Hon'ble TDSAT, which stay continues to be in force.
Further, the Company filed a Writ Petition before the Hon'ble High Court of Jammu and
Kashmir (now Hon'ble High Court of Union Territory of Jammu and Kashmir and Ladakh) at
Jammu challenging inter-alia the quantum / applicability of License Fee and imposition of
interest on the outstanding license fees. In the said petition, vide order dated October
13, 2015, the Hon'ble High Court had allowed the interim prayer of the Company, which
order continues to be in force. Similar Writs are also pending before the Hon'ble Supreme
Court of India.
Subsequently, the MIB, vide its communication dated December 24, 2020, had raised a
claim on the Company to pay the license fee for the period from the date of issuance of
DTH License till FY-2018-19. However, the MIB in its said letter, also mentioned that the
amount is further subject to verification and audit and the outcome of various court cases
pending before the Hon'ble TDSAT, the Hon'ble High Court of Jammu and Kashmir at Jammu and
the Hon'ble Supreme Court of India, in the matter of DTH License fee. Company has suitably
replied to the said Notice vide its reply dated January 06, 2021.
Similar notices were also issued by the Ministry vide its communications dated October
26, 2022, and March 31,2023. Under the communication dated March 31, 2023, an amount of
Rs. 5,652.28 Crore was claimed by the MIB for the period from the
date of issuance of DTH License till FY-2021-22 (including interest thereon as on March
31, 2023). The communication has been adequately replied by the Company stating that the
said issue in relation to the License fee is pending adjudication before the Hon'ble High
Court of Jammu and Kashmir at Jammu and the Hon'ble Supreme Court of India. The DTH
License fee matter has already been through several rounds of litigation, the final
outcomes of which are yet to be argued and concluded.
SUBSIDIARIES AND ASSOCIATE COMPANIES
As on March 31, 2023, your Company has 1 (One) Wholly Owned Subsidiary viz. Dish Infra
Services Private Limited and 1 (One) Subsidiary Company viz. C&S Medianet Private
Limited. There has been no change in the nature of business of the subsidiaries.
Subsidiaries in India:
I. Dish Infra Services Private Limited
Dish Infra Services Private Limited, the Wholly Owned Subsidiary of Dish TV India
Limited, is inter-alia engaged into provision of services pertaining to infra support
services to the subscribers for facilitating the DTH services including the instruments
which are required for receiving DTH signals such as set top boxes (STB), dish antenna,
Low Noise Boxes (LNB) and other customer related services including call centre services
and repairs.
In compliance with the provision(s) of Regulation 24 of the Listing Regulations, Dr.
(Mrs.) Rashmi Aggarwal acts as an Independent Director on the Board of Dish Infra Services
Private Limited (material unlisted subsidiary).
II. C&S Medianet Private Limited
Your Company holds 51% stake in C&S Medianet Private Limited thereby making it a
subsidiary of the Dish TV India Limited. While C&S Medianet Private Limited was
primarily established as a knowledge center to assist the distribution industry in areas
such as packaging, content acquisition, and regulatory interaction, it is currently not
engaged in any active commercial operations.
Subsidiary in Sri Lanka:
Your Company, upon the approval of Board of Directors, had incorporated a Joint Venture
('JV') Company with Satnet (Private) Limited, under the Laws of Sri Lanka, in the name and
style of 'Dish T V Lanka (Private) Limited' for providing Direct to Home Services in Sri
Lanka, on April 25, 2012, with a paid-up share capital of one (1) million Sri Lankan
Rupees. Your Company held 70% of the paid-up share capital and Satnet (Private) Limited
held 30% of the paid-up share Capital in Dish T V Lanka (Private) Limited. Owing to
adverse market condition, unfavourable taxation regime, high competition and a very small
market size, the operations of Dish T V Lanka (Private) Limited were not in line with the
desired projections and accordingly the operations of the Company were suspended.
The Board at its meeting held on January 29, 2021, approved the divestment of Company's
entire equity investment in Dish T V Lanka (Private) Limited and write off of receivables.
Further, in terms of the approval granted by the Board of Directors of the Company and
approval received from Reserve Bank of India in this regard, the entire stake of the
Company aggregating to 70,000 equity shares of Sri Lankan Rupees 10/- each aggregating to
Sri Lankan Rupees 700,000/- held in Dish T V Lanka (Private) Limited (Company Registration
No. PV 85639), were transferred to Union Network International Pvt Ltd (PV 203126) having
its office at 20 Nelson Place, Colombo 6, Sri Lanka in the Financial Year 2022-23.
Accordingly, as on March 31, 2023, Dish T V Lanka (Private) Limited ceased to be a
Subsidiary of the Company.
Besides the above, there are no other subsidiaries, joint ventures, or associates of
the Company.
Audited Accounts of Subsidiary Companies:
Your Company has prepared the Audited Consolidated Financial Statements in accordance
with Section 129(3) of the Act read with the applicable Indian Accounting Standards and
Listing Regulations. As required under the Indian Accounting Standards, issued by the
Institute of Chartered Accountants of India (' IC AI') and applicable provisions of the
Listing Regulations, the Audited Consolidated Financial Statements of the Company
reflecting the Consolidation of the Accounts of its subsidiaries are included in this
Annual Report. Further, a statement containing the salient features of the financial
statements of subsidiaries pursuant to sub-section 3 of Section 129 of the Companies Act,
2013 (the Act') in the prescribed form AOC-1 is appended to this Board Report.
In accordance with Section 136 of the Act, the audited financial statements including
the consolidated financial statements and related information of the Company and audited
accounts of the subsidiaries are available on the website of the Company viz.
www.dishd2h.com. Your Company has a policy for determining Material Subsidiaries in terms
of the applicable regulations. As on March 31, 2023, the Company has only one Material
Subsidiary viz. Dish Infra Services Private Limited. The Policy for determining Material
Subsidiaries is available on the Company's website viz. www.dishd2h.com.
In accordance with Section 136 of the Act, the Annual Audited Financial Statements
including the Consolidated Financial Statements and related information of the Company and
Annual Audited Accounts of the Subsidiaries are available on the investor section on the
website of the Company viz. www.dishd2h.com.
4. CAPITAL STRUCTURE
During the year under review, there was no change in the Share Capital of the Company.
Accordingly, as of March 31,2023, the Capital Structure of the Company stand as follows:
The Authorised Share Capital of the Company is ' 6,500,000,000/- (Rupees Six
hundred and Fifty Crore Only) divided into 6,500,000,000 (Six hundred and Fifty Crore)
Equity shares of ' 1/- (Rupee One Only) each.
The Issued Equity Share Capital of the Company comprises of 1,923,785,637 (One
Hundred Ninety Two Crores Thirty Seven Lakhs Eighty Five Thousand Six Hundred and Thirty
Seven) equity shares comprising of 1,923,785,637 fully paid up equity shares of '1/-
(Rupee one) each.
The Paid-up Equity Share Capital of the Company is ' 1,841,256,154/- (Rupees One
Hundred Eighty Four Crore Twelve Lakh Fifty Six Thousand One Hundred and Fifty Four)
comprising of 1,841,256,154 fully paid up equity shares of ' 1/- (Rupee one) each.
Listing of Company's Securities
Your Company's fully paid-up equity shares continue to be listed and traded on National
Stock Exchange of India Limited ('NSE') and BSE Limited ('BSE'). Both Stock Exchanges have
nationwide trading terminals and hence facilitate the shareholders/ investors of the
Company in trading the shares. The Company has paid the annual listing fee for the
financial year 2023-24 to the said Stock Exchanges.
Further, consequent to amalgamation of Videocon D2h Limited into and with the Company,
your Company had issued new Global Depositary Receipts (the "GDRs") to the
holders of American Depositary Shares ("ADSs") of Videocon D2H Limited which are
listed on the Professional Securities Market ("PSM") of the London Stock
Exchange. Necessary fees in relation to the GDR's of the Company listed on London Stock
Exchange have also been paid.
Depositories
Your Company has arrangements with National Securities Depository Limited ('NSDL) and
Central Depository Services (India) Limited ('CDSL'), the Depositories, for facilitating
the members to trade in the fully paid-up equity shares of the Company in Dematerialized
form. The Annual Custody fees for the financial year 2023-24 have been paid to both the
Depositories.
5. EMPLOYEE STOCK OPTION SCHEME
Your Company instituted an Employees Stock Option Scheme (ESOP - 2007) to motivate,
incentivize and reward employees. With a view to launch a new ESOP Scheme, the NRC at its
meeting held on August 17, 2017, decided not to make any fresh grant of options under
Employee Stock Option Scheme (ESOP - 2007) of the Company, and withdrew the Scheme by
cancelling the stock options which were yet to be granted under the scheme.
Further, the Company with an objective to attract, retain, motivate, incentivize and to
attract and retain the best talent, recommended a new ESOP Scheme - 'ESOP 2018' for the
employees. The said scheme was approved by the shareholders of the Company at its
thirtieth (30th) Annual General Meeting held on September 28, 2018. Further,
extension of benefits of the scheme to the employee(s) of subsidiary companies and to any
future holding company was also approved by Shareholders on November 30, 2018, vide Postal
Ballot Notice dated October 25, 2018. In compliance with the Securities and Exchange Board
of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended
from time to time, your Board had authorized the Nomination and Remuneration Committee
('NRC') to administer and implement the Company's Employees Stock Option Scheme including
deciding and reviewing the eligibility criteria for grant and /or issuance of stock
options under the Scheme.
Applicable disclosures relating to Employees Stock Options as at March 31,2023, in
terms of extant regulations, are annexed to this report and is also available on the
website of the Company viz. www.dishd2h.com. The ESOP Schemes of the Company are in
compliance with Securities and Exchange Board of India (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021.
A Certificate has been received from Jayant Gupta and Associates, Practicing Company
Secretary certifying that the Company's Employee Stock Option Scheme has been implemented
in accordance with Securities and Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 and the resolution passed by the shareholders.
6. GLOBAL DEPOSITORY RECEIPT
In terms of the Scheme of Arrangement amongst Videocon D2h Limited and Dish TV India
Limited and their respective Shareholders and Creditors ('Scheme'), the ADS holders of
Videocon D2h Limited were issued Global Depositary Receipts (the 'GDRs') of Company. The
effective date of issuance of GDRs was April 12, 2018, and the same were listed on the
Professional Securities Market of the London Stock Exchange on April 13, 2018.
In terms of the said Scheme, the Board at its meeting held on March 26, 2018, approved
the issuance of 277,095,615 (Twenty Seven Crore Seventy Lakh Ninety Five Thousand Six
hundred and Fifteen) Global Depositary Receipts (the 'GDRs') to the holders of ADSs of
Videocon D2h Limited (each GDR representing one equity share of the Company, exchanged at
a rate of approximately 8.07331699), new GDRs for every one Videocon D2h Limited ADS
(rounded off up to eight decimal places). The underlying equity shares against each of the
GDR's were issued in the name of the Depository viz. Deutsche Bank Trust Company Americas.
Out of the total 277,095,615 (Twenty Seven Crore Seventy Lakh Ninety Five Thousand Six
hundred and Fifteen) GDRs issued by the Company upon completion of merger, the Investors
have cancelled 166,454,364 (Sixteen Crore Sixty Four Lakh Fifty Four Thousand Three
Hundred and Sixty Four) GDRs till the end of the Financial Year under review, in exchange
for underlying
equity shares of the Company. Accordingly, as on March 31, 2023, the outstanding GDRs
of the Company are 110,641,251 (Eleven crore Six Lakh Forty One Thousand Two Hundred and
Fifty One) GDR.
7. REGISTERED OFFICE
During the year, the Registered Office of the Company has been shifted from '3/B, 3rd
Floor, Goldline Business Centre, Link Road, Malad West, Mumbai 400 064, Maharashtra' to
'Office No. 803, 8th Floor, DLH Park, S.V. Road, Goregaon(west), Mumbai 400
062, Maharashtra', with effect from September 28, 2022.
8. REGISTRAR & SHARE TRANSFER AGENT
The Registrar & Share Transfer Agent ('RTA') of the Company is Link Intime India
Private Limited. The Registered office of Link Intime India Private Limited is situated at
C 101, 247 Park, LBS Marg, Vikhroli (West), Mumbai - 400 083, Maharashtra.
9. CORPORATE GOVERNANCE AND POLICIES
The Company's principles of Corporate Governance are based on transparency,
accountability and focus on the sustainable long-term growth of the Company. Responsible
corporate conduct is integral to the way we do our business. Our actions are governed by
our values and principles, which are reinforced at all levels within the Company. Our
understanding to effective Corporate Governance practices constitutes the strong
foundation on which successful commercial enterprises are built to last.
In order to maximize shareholder value on a sustained basis, your Company constantly
assesses and benchmarks itself with well-established Corporate Governance practices. In
terms of the requirement of Regulation 34 read with Schedule V of the Listing Regulations,
a detailed report on Corporate Governance along with Compliance Certificate issued by
Jayant Gupta and Associates, Practising Company Secretary is attached and forms an
integral part of this Annual Report. Management Discussion and Analysis Report and
Business Responsibility and Sustainability Report ('BRSR') as per Listing Regulations are
presented in separate sections forming part of this Annual Report.
In compliance with the requirements of the Act and the Listing Regulations, your Board
has approved various Policies including Code of Conduct for Board of Directors and Senior
Management, Policy for determining material subsidiaries, Policy for preservation of
documents & archival of records on website, Policy for determining material event,
Policy for fair disclosure of unpublished price sensitive information, Corporate Social
Responsibility Policy, Whistle blower & Vigil mechanism, Related Party Transaction
Policy, Dividend Distribution Policy, Nomination and Remuneration Policy, and Risk
Management Policy. These policies and codes are reviewed by the Committees / Board from
time to time. These policies and codes along with the familiarisation programme for
Independent Directors and terms and conditions for appointment of independent directors
are available on Company's website viz. www.dishd2h.com.
In compliance with the requirements of Section 178 of the Act, the Nomination and
Remuneration Committee (NRC) of your Board has fixed the criteria for nominating a person
on the Board which inter alia include desired size and composition of the Board, age
limits, qualification / experience, balance of skills, knowledge & experience and
independence of individual.
Further, in compliance with the Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015 ('PIT Regulations'), as amended from time to time, on
prevention of insider trading, your Company has a comprehensive Code of Conduct for
regulating, monitoring and reporting of trading by Insiders. The said Code lays down
guidelines, which advise Insiders on the procedures to be followed and disclosures to be
made in dealing with the shares of the Company and cautions them on consequences of
non-compliances. Your Company has further put in place a Code of practices and procedures
of fair disclosures of unpublished price sensitive information. The said codes are
applicable to all Directors, KMPs
and other Designated Persons, as identified in the Code, who may have access to
unpublished price sensitive information of the Company. The codes are available on
Company's website Wz.www.dishd2h.com
The Audit Committee of the Board has been vested with powers and functions relating to
Risk Management which inter alia includes (a) review of risk management policies and
business processes to ensure that the business processes adopted and transactions entered
into by the Company are designed to identify and mitigate potential risk; (b) evaluation
of internal financial controls and risk management systems; (c) laying down procedures
relating to Risk assessment and minimization; and (d) formulation, implementation and
monitoring of the risk management plan.
Your Company has a Risk Management Committee, which inter-alia accesses the Company's
risk profile, acceptable level of risk, access cyber security, develop and maintain risk
management framework, measures of risk mitigation and business continuity plan. The said
Committee also performs such other functions as may be entrusted to it by applicable
regulatory provisions and the Board, from time to time.
10. DIRECTORS' & KEY MANAGERIAL PERSONNEL
Your Company's board comprises of Directors representing a blend of professionalism,
knowledge and experience which ensures that the Board independently perform its governance
and management functions.
As on March 31,2023, your Board comprised of three (3) Independent Directors (including
two Independent Women Director). Pursuant to the provisions of Up-linking Guidelines of
the Ministry of Information & Broadcasting ('MIB'), the Company is required to obtain
prior permission of the MIB to affect any change in the Board of Directors and / or Chief
Executive Officer.
During the year and subsequent to the closure of financial year, the following changes
occurred in the Board of Directors of the Company:
1. The Nomination and Remuneration Committee and the Board at their respective meetings
held on March 25, 2022, reappointed Mr. Jawahar Lal Goel as the Managing Director of the
Company for the period from April 1, 2022, to March 31, 2025, and re-appointed Mr. Anil
Kumar Dua as the Whole Time Director of the Company for the period from March 26, 2022, to
March 25, 2025, both being subject to approval of the Shareholders.
2. Upon receipt of the prior permission from MIB on May 13, 2022, the Nomination and
Remuneration Committee and the Board at their respective meetings held on May 25, 2022,
appointed of Mr. Rajagopal Chakravarthi Venkateish as an Independent Director (Additional)
for a period of 5 years with effect from May 25, 2022, subject to the approval of the
Shareholders.
3. Basis on the votes cast by the shareholders at the Extra Ordinary General Meeting
held on June 24, 2022, Mr. Rajagopal Chakravarthi Venkateish vacated the office of
Independent Director, Mr. Anil Kumar Dua vacated the office of Whole Time Director and Mr.
Jawahar Lal Goel vacated the office of Managing Director of the Company.
4. Upon receipt of prior permission from MIB on July 18, 2022, the Nomination and
Remuneration Committee and the Board at their respective meetings held on July 29, 2022,
appointed Mr. Rakesh Mohan as an Independent Director (Additional) of the Company for a
period of 5 years with effect from July 29, 2022, subject to the approval of the
Shareholders.
5. Mr. Jawahar Lal Goel, Chairman and Non-Executive Director, resigned from the said
position from the close of business hours of September 19, 2022.
6. Basis on the votes cast by the shareholders at the 34th Annual General
Meeting held on September 26, 2022, Mr. Rakesh Mohan vacated the office of Independent
Director. Further, at the said Annual General Meeting, Mr. Bhagwan Das Narang ceased to be
the Independent Director of the Company, upon completion of his second term.
7. The Board at its Meeting held on September 28, 2022, appointed Mr. Rajeev Kumar
Dalmia, the Chief Financial Officer, as Whole Time Director of the Company, for the period
from September 28, 2022, to September 27, 2024, subject to the shareholder's approval.
8. The Board at its Meeting held on December 6, 2022, appointed Mr. Sunil Kumar Gupta,
Mr. Madan Mohanlal Verma and Mr. Gaurav Gupta, as Independent Directors, for the period
from December 6, 2022 to December 5, 2027, subject to the shareholder's approval.
9. Mr. Rajeev Kumar Dalmia resigned as a Whole Time Director, from the close of
business hours of December 6, 2022.
10. The Nomination and Remuneration Committee and the Board at their respective
meetings held on December 29, 2022, appointed Mr. Lalit Behari Singhal as Independent
Director of the Company for the period from December 29, 2022, to December 28, 2027,
subject to approval of the Shareholders.
11. Basis on the votes cast by the shareholders at the Extra Ordinary General Meeting
held on March 3, 2023, Mr. Sunil Kumar Gupta, Mr. Gaurav Gupta, Mr. Madan Mohanlal Verma
and Mr. Lalit Behari Singhal, vacated the office of Independent Directors.
12. The Board at its meeting held on March 10, 2023, appointed Ms. Zohra Chatterji as
Independent Director of the Company for the period from March 10, 2023, to March 9, 2028,
subject to approval of the Shareholders.
13. Ms. Zohra Chatterji, resigned as an Independent Director, from the close of
business hours of June 2, 2023.
14. The Board at its meeting held on June 26, 2023, approved the appointment of Mr.
Veerender Gupta as Whole Time Director of the Company for the period from June 26, 2023,
to June 25, 2026, subject to approval of the Shareholders.
Subsequent to the closure of financial year, the following were the changes in the Key
Managerial Personnel Company:
1. Mr. Anil Kumar Dua, Chief Executive Officer of the Company, vide his letter dated
May 23, 2023, tendered his resignation from the position of Chief Executive Officer of the
Company with effect from the close of business hours of August 22, 2023.
2. Upon receipt of approval of MIB dated August 3, 2023, the Board appointed Mr. Manoj
Dobhal, as Chief Executive Officer of the Company, in the category of Key Managerial
Personnel, with effect from August 23, 2023.
As on the date of the report, your Board comprised of Three (3) Directors including Two
(2) Independent Directors (including one Independent Woman Director) and one (1) Executive
Director.
Jayant Gupta and Associates, Practising Company Secretary, has issued a certificate,
pursuant to Regulation 34(3) read with Schedule V para C clause 10(i) of the SEBI Listing
Regulations, confirming that none of the Directors on the Board of the Company were
debarred or disqualified from or continuing as Director on the Board by the Securities and
Exchange Board of India, Ministry of Corporate Affairs or any other Statutory Authority.
The said Certificate is attached and forms an integral part of this Annual Report.
The existing second term of Dr. (Mrs.) Rashmi Aggarwal as an Independent Director is
upto the date of the ensuing Annual General Meeting of the Company in terms of applicable
regulatory provisions.
As required under Regulation 36(3) of the SEBI Listing Regulations, particulars of
Director seeking appointment at this AGM are given in the Annexure to the AGM Notice.
As on March 31, 2023, Mr. Anil Kumar Dua, Chief Executive Officer, Mr. Rajeev Kumar
Dalmia, Chief Financial Officer and Mr. Ranjit Singh, Company Secretary and Compliance
Officer of the Company, were the Key Managerial Personnels of the Company.
As on date of this report, Mr. Veerender Gupta, Whole Time Director, Mr. Manoj Dobhal,
Chief Executive Officer, Mr. Rajeev Kumar Dalmia, Chief Financial Officer and Mr. Ranjit
Singh, Company Secretary and Compliance Officer of the Company, are the Key Managerial
Personnel's of the Company, which is in compliance with the requirements of Section 2 (51)
and 203 of the Act read with Rule 8 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
Chairman
In absence of a regular Chairman of the Board, the Board at its respective meeting
appoints a Board member as the Chairman / Chairperson, for the said meeting.
Board Diversity
Adequate diversity on the Board is essential to meet the challenges of business
globalisation, rapid deployment of technology, greater social responsibility, increasing
emphasis on corporate governance and enhanced need for risk management. The Board enables
efficient functioning through differences in perspective and skill, and fosters
differentiated thought processes at the back of varied industrial and management
expertise, gender, knowledge and geographical backgrounds. The Board recognises the
importance of a diverse composition and has adopted a Board Diversity Policy which sets
out its approach to diversity. The Company recognizes and embraces the importance of a
diverse Board in its success.
Board Meetings
The meetings of the Board are scheduled at regular intervals to discuss and decide on
matters of business performance, policies, strategies and other matters of significance.
The Notice of the meetings and Agenda thereof is circulated in advance, to ensure proper
planning and effective participation. In certain exigencies, decisions of the Board are
also accorded through circulation and also through meeting convened at shorter notice. The
Directors of the Company are given the facility to attend the meetings through video
conferencing, in case they so desire, subject to compliance with the specific requirements
under the Act.
The Board met Twenty (20) times during the FY 2022- 23, the details of which are given
in the Corporate Governance Report which forms part of this Annual Report. The intervening
gap between any two (2) meetings was within the period prescribed by the Act and Listing
Regulations.
Declaration by Directors/Independent Directors
All Directors of the Company have confirmed that they are not debarred from holding the
office of Director by virtue of any SEBI Order or order of any other such authority. The
Directors, Key Managerial Personnel and Senior Management have affirmed compliance with
the Code of Conduct laid down by the Company.
Independent Directors provide declarations, both at the time of appointment as well as
annually, confirming that they meet the criteria of independence as provided in Section
149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. Further, in terms of
Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that
they are not aware of any circumstances or situation which exists or may be reasonably
anticipated that could impair or impact their ability to discharge their duties. Based on
the declarations received from the Independent Directors, the Board has confirmed that
they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the
Listing Regulations and that they are independent of the management.
A declaration on compliance with Rule 6(3) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, regarding the requirement relating to enrolment
in the Data Bank for Independent Directors, has been received from all the Independent
Directors, along with declaration made under Section 149(6) of the Act.
There are no pecuniary relationships or transactions between the Independent Directors
and the Company, other than the sitting fees paid to the Non- Executive and Independent
Directors.
Separate Meeting of the Independent Directors
In accordance with the provisions of Schedule IV to the Act and Regulation 25(3) of the
Listing Regulations, during the FY 202223, separate meetings of the Independent Directors
of the Company were held on March 30, 2023, without the attendance of members of the
Management. The Independent Directors reviewed the performance of Directors and the Board
as a whole, and assessed the quality, quantity and timeliness of flow of information
between the Company Management and the Board, that is necessary for the Board to
effectively and reasonably perform their duties.
Board Evaluation
In line with the Corporate Governance Guidelines of your Company and in accordance with
the criteria laid down by the Nomination and Remuneration Committee, a formal evaluation
of the performance of the Board, its Committees and the Individual Directors was carried
out during the Financial Year 2022-23. The Board evaluation framework has been designed in
compliance with the requirements specified under the Act, the Listing Regulations, and in
accordance with the Guidance Note on Board Evaluation issued by SEBI. The evaluation
process was carried out based on an assessment sheet structured in line with the guidance
note issued by ICSI, and SEBI, in this regard.
The Independent Directors of your Company, in a separate meeting, evaluated the
performance of the Non-Independent Directors along with the performance of the Board/Board
Committees based on various criteria recommended by the NRC and 'Guidance Note on Board
Evaluation' issued by the SEBI. A report on such evaluation done by the Independent
Directors was taken on record by the Board and further your Board, in compliance with
requirements of the Act, evaluated performance of all the Directors, Board/Board
Committees based on various parameters including attendance, contribution etc. The details
of the evaluation process are set out in the Corporate Governance Report which forms part
of this Report.
Policy on Directors' appointment and remuneration
In compliance with the requirements of Section 178 of the Act, the Nomination &
Remuneration Committee ('NRC') of your Board had fixed the criteria for nominating a
person on the Board which inter alia include desired size and composition of the Board,
age limit, qualification / experience, areas of expertise, skill set and independence of
individual. Your Company has also adopted a Remuneration Policy, salient features whereof
is annexed to this report.
Further, pursuant to provisions of the Act, the NRC of your Board has formulated the
Nomination and Remuneration Policy for the appointment and determination of remuneration
of the Directors, Key Managerial Personnel, Senior Management and other Employees of your
Company. The NRC has also developed the criteria for determining the qualifications,
positive attributes and independence of Directors and for making payments to Executive
Directors of the Company.
The NRC takes into consideration the best remuneration practices in the industry while
fixing appropriate remuneration packages and for administering the long-term incentive
plans, such as ESOPs. Further, the compensation package of the Director, Key Managerial
Personnel, Senior Management and other employees are designed based on the set of
principles enumerated in the said policy. Your Directors affirm that the remuneration paid
to the Directors, Key Managerial Personnel, Senior Management and other employees is as
per the Nomination and Remuneration Policy of your Company.
The remuneration details of the Executive Director, Chief Executive Officer, Chief
Financial Officer and Company Secretary, along with details of ratio of remuneration of
Director to the median remuneration of employees of the Company for the Financial Year
under review are provided as Annexure to this Report.
Familiarisation Programme for Independent Directors
The Board Familiarisation Programme comprised of sessions on business, functional
issues, paradigm of the Industry, Strategy session, key changes in regulatory framework
and industry updates. To familiarize the Directors with strategy, operations and functions
of the Company, the senior managerial personnel make presentations about Industry Update,
Broadcasting sector, challenges and strategy of the business.
The Independent Directors are taken through an induction and familiarisation Programme
when they join the Board of your Company. The induction programme covers the Company's
history, background of the Company and its growth over the last few years, various
milestones in the Company's existence, the present structure and an overview of the
business and functions.
The Board including all Independent Directors are provided with relevant documents,
reports and internal policies to enable them to familiarise with the Company's procedures
and practices from time to time besides regular briefing by the members of the Senior
Management Team.
The details of familiarisation program can be viewed in the Investor section of
Company's website at the link http://dishd2h. com/corporate-governance/
Committees of the Board
In compliance with the requirements of the Act, Listing Regulations and smooth
functioning of the Company, your Board has constituted various Committees which includes
Audit Committee, Nomination and Remuneration Committee, Stakeholder's Relationship
Committee, Corporate Social Responsibility Committee, Risk Management Committee, Corporate
Management Committee and Disciplinary Committee.
As on March 31, 2023, the Audit Committee of the Board comprises of Mr. Shankar
Aggarwal, an Independent Director as Chairman of the Committee, Dr. (Mrs.) Rashmi Aggarwal
(Independent Director) and Ms. Zohra Chatterji (Independent Director), as its members.
During the year under review, the Board re-constituted the Audit Committee at three
occasions, all on account of change in the Board members.
As on the date of this report, the Audit Committee comprises of Mr. Shankar Aggarwal,
an Independent Director as the Chairman of the committee and Dr. (Mrs.) Rashmi Aggarwal
(Independent Director) and Mr. Veerender Gupta (Executive Director), as its members.
Details of the constitution of the other Board Committees, are available on the website
of the Company viz. https://www. dishd2h.com. Details of scope, constitution, terms of
reference, number of meetings held during the year under review along with attendance of
Committee Members therein form part of the Corporate Governance Report annexed to this
report.
Vigil Mechanism/Whistle Blower Policy
Your Company is committed to highest standards of ethical, moral and legal business
conduct. Accordingly, the Board of Directors has formulated a Vigil Mechanism/Whistle
Blower policy which provides a robust framework for dealing with genuine concerns &
grievances. The policy provides access to Directors/ Employees/Stakeholders of the Company
to report concerns about unethical behaviour, actual or suspected fraud of any Director
and/or Employee of the Company or any violation of the code of conduct. The policy
safeguards whistle blowers from reprisals or victimization, in line with the Regulations.
Further during the year under review, no case was reported under the Vigil Mechanism. In
terms of the said policy, no personnel have been denied access to the Audit Committee of
the Board. The said policy is accessible on the website of the Company viz.
www.dishd2h.com.
Directors and Officers (D&O) Liability Insurance
Your Company has taken D&O Insurance for all of its Directors (including
Independent Directors) and Members of the Senior Management, for such quantum and risks as
determined by the Board.
Cost Records
Your Company is required to maintain the Cost Records as specified by the Central
Government under sub-section (1) of Section 148 of the Act read with applicable
notifications thereto. Your board at its meeting held on May 30, 2022, had reappointed
Chandra Wadhwa & Co., (Firm Registration No. 000239), Cost Accountants, to carry out
Audit of Cost Records of the Company for the Financial Year 2022-23. The Cost Auditors
have issued their unqualified report for the Financial Year 2022-23, which has been taken
on record by the Audit Committee / Board of the Company at its meeting held on August 31,
2023.
11. CORPORATE SOCIAL RESPONSIBILITY
In compliance with the requirements of Section 135 of the Act, your Company has a duly
constituted Corporate Social Responsibility (CSR) Committee. As at March 31, 2023, the CSR
Committee of Board consists of Mr. Shankar Aggarwal (Independent Director) as its
Chairman, Dr. (Mrs.) Rashmi Aggarwal (Independent Director) and Ms. Zohra Chatterji
(Independent Director), as its members. The Committee has formulated and recommended to
the Board, a CSR policy indicating the activity or activities to be undertaken by the
Company as per applicable provisions of Section 135 read with Schedule VII of the Act and
rules made thereto, which policy has been duly approved by the Board. During the period
under review, there was no meeting of CSR committee held, as the Company was not required
to spend on CSR activities during the Financial Year 2022-23 and there were no Ongoing CSR
projects of the Company.
A brief outline of the CSR Philosophy, salient features of the CSR Policy of the
Company and the report on CSR activities in the prescribed format, as required by the
Companies (Corporate Social Responsibility Policy) Rules, 2014, is appended to this Board
Report.
12. AUDITORS Statutory Auditors
At the 29th (Twenty Ninth) Annual General Meeting of the Company held on
September 28, 2017, upon the recommendation of the Audit Committee and the Board, Walker
Chandiok & Co LLP, Chartered Accountants, New Delhi, the retiring Auditors, were
re-appointed as the Statutory Auditors of the Company for a second term of Five (5) years
i.e. to hold office from the conclusion of the 29th (Twenty Ninth) Annual
General Meeting till the conclusion of the 34th (Thirty Fourth) Annual General
Meeting of the Company to be held in the calendar year 2022.
The Board of Directors at their meeting held on August 30, 2022 on the recommendation
of the Audit Committee, considered and approved the appointment of S.N. Dhawan & Co
LLP, Chartered Accountants (Firm Registration Number: 000050N / N500045) as the Statutory
Auditors of the Company, to hold office from the conclusion of the 34th (Thirty
Fourth) Annual General Meeting until the conclusion of the 39th (Thirty Ninth)
Annual General Meeting of the Company to be held in year 2027. The said appointment is
subject to approval of the shareholders.
Basis the votes cast at the 34th Annual General Meeting held on September
26, 2022, on account of non-approval of appointment of
S.N. Dhawan & Co. LLP, Chartered Accountant as statutory Auditor of the Company, in
terms of section 139(10) of the Companies Act, 2013, Walker Chandiok & Co LLP, the
retiring Auditor, continued as Statutory Auditor till the ensuing Annual General Meeting.
There are no qualifications, reservations or adverse remarks made by Walker Chandiok
& Co. LLP, Chartered Accountants, Statutory Auditors, in their report for the
financial year ended March 31, 2023.
The Board of Directors at their meeting held on August 31, 2023 on the recommendation
of the Audit Committee, considered and approved the appointment of S.N. Dhawan & Co.
LLP, Chartered Accountants (Firm Registration No. 000050N / N500045) as the Statutory
Auditors of the Company, to hold office from the conclusion of the 35th (Thirty
Fifth) Annual General Meeting until the conclusion of the 40th (Fortieth)
Annual General Meeting of the Company to be held in year 2028. The said appointment is
subject to approval of the shareholders. S.N. Dhawan & Co. LLP, Chartered Accountants,
have given their consent for the proposed appointment as Statutory Auditors of the Company
from the conclusion of the ensuing Annual General Meeting of the Company. They have
further confirmed that the said appointment, if made, would be within the prescribed
limits under Section 141 (3)(g) of the Companies act, 2013 and that hold a valid peer
review certificate and are not disqualified for appointment as the Statutory Auditors of
the Company.
Secretarial Auditor
During the year, the Board had re-appointed Mr. Jayant Gupta, Practicing Company
Secretary, (holding ICSI Certificate of Practice No. 9738), proprietor of Jayant Gupta
& Associates, Practising Company Secretary as the Secretarial Auditor of the Company
for conducting the Secretarial Audit for the FY 2022-23 in accordance with Section 204 of
the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 made thereunder. Copy of the Secretarial Audit report (MR-3) of the Company for the
Financial Year 2022-23 is annexed to this report.
Dish Infra Services Private Limited, the unlisted material subsidiary of your company,
had appointed Ms. Anjali Yadav, Practicing Company Secretary, (holding ICSI Certificate of
Practice No. 7257), proprietor of Anjali Yadav & Associates, Company Secretaries, as
its Secretarial Auditor to conduct the Secretarial Audit for the FY 2022-23. The said
Audit has been conducted in accordance with Section 204 of the Act, the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 made thereunder and in
compliance to Regulation 24A of the Listing Regulations. Copy of the Secretarial Audit
report (MR-3) of Dish Infra Services Private Limited for the Financial Year 2022-23 is
annexed to this report.
Additionally, in compliance with the requirements of Regulation 24A of Listing
Regulations, the Annual Secretarial Compliance Report issued by Mr. Jayant Gupta,
Practicing Company Secretary (holding ICSI Certificate of Practice No. 9738) has been
submitted to the Stock Exchanges within the prescribed timelines. The remarks provided in
the report are self-explanatory. The reports of Statutory Auditor and Secretarial Auditor
forms part of this Annual report.
Secretarial Auditors' observation(s) in Secretarial Audit Report and Directors'
explanation thereto:
1. During the audit period, the number of Directors on the Board were less than the
minimum number of directors required on the Board as per Regulation 17(1) of Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("SEBILODR") except for the periods May 25, 2022 to June 24, 2022 and
December 29, 2022 to March 3, 2023, when there were six Directors on the Board. As per the
SEBI LODR, the Board of Directors of the Listed Entity shall be comprised of not less than
six directors. Accordingly, the composition of the Board of Directors was not as per
Regulation 17 of SEBI LODR throughout the audit period (except for the periods mentioned
herein above) till the end of the audit period. The composition of the Board was not being
complied with due to non-approval of the resolutions for the appointment/re-appointment of
Directors by the shareholders of the Company and requirement of having prior approval of
the Ministry of Information and Broadcasting before appointing any Director on the Board
of the Company, in terms of the Uplinking Guidelines.
2. During the audit period, there were only two directors on the Board on September 27,
2022 and again from March 4, 2023 to March 9, 2023, in default of Section 149(1)(a) of the
Companies Act, 2013. The said section required that every company shall have a Board of
Directors of a public company to be consisting of minimum number of three directors.
However, at the Board meetings held during the said periods, the Directors only took
decisions for induction of new Directors on the Board.
3. During the audit period, the Board Meetings held on September 28, 2022 and March 10,
2023 were attended by only two directors each, which was default of Regulation 17(2A) of
the SEBI LODR. As per the said regulation, the quorum for every
meeting of the board of directors of top 2000 listed entities with effect from April 1,
2020 is one-third of its total strength or three directors, whichever is higher, including
at least one independent director.
4. During the audit period, for the periods September 27, 2022 to December 5, 2022, and
from March 4, 2023 to March 9, 2023, the Nomination and Remuneration Committee of the
Board of Directors consisted of only two members instead of minimum three members required
under Section 178 of the Companies Act, 2013 as well as the Regulation 19 of the SEBILODR.
The functions of the Committee were discharged by the Board during this period in default
of the applicable provisions.
5. During the audit period, Consequent to the reduction of strength in total number of
Board Members below the minimum required under Section 149 of the Act and /or Regulation
17 of SEBI LODR, the compositions of the committees as required to be maintained under
Regulations 18 to 21 of the SEBI LODR were not as per the respective regulations from time
to time, till new directors were inducted on the Board and the Committees were
reconstituted.
6. During the audit period, M/s Walker Chandiok & Co. LLP, Chartered Accountants,
New Delhi, the retiring auditors whose second term as the Statutory Auditors of the
Company expired at the conclusion of the 34th Annual General Meeting of the Company held
on September 26, 2022, continued as auditors of the Company till the next AGM in terms of
Section 139(10) of the Companies Act, 2013, as the appointment of M/s S N Dhawan & Co.
LLP, Chartered Accountants as statutory auditor in place of the retiring auditors was not
approved by the shareholders of the Company at the Annual General Meeting of the Company
held on September 26, 2022.
7. The Financial Statements for the Financial Years 2020-21 and2021-22, the Auditors
Reports, Board Reports and their annexures thereon have not been adopted by the
shareholders of the Company at the AGMs held on December 30, 2021 and September 26, 2022
respectively. The Company has filed the provisional financial statements and other
documents with the Registrar of Companies for the years 2020-21 and 2021-22, in compliance
with applicable provisions.
Response
The non-compliance in respect of composition of the Board of Directors or Board
Committees or non-compliance in respect of quorum requirements, primarily arose on account
of non-approval of the appointment/reappointment of Directors by the Shareholders of
Company from time to time. In addition, the Company was also bound by the Ministry of
Information and Broadcasting ('MIB') Uplinking Guidelines which prescribed for prior
approval of the MIB before appointment of any Director on the Board. The Board/Nomination
and Remuneration Committee in its capacity has always taken requisite and timely steps to
ensure compliance with respect to the minimum number of Directors required on the Board /
Committees of the Company.
As mentioned above, the Company is governed by the applicable regulations of the
Ministry of Information and Broadcasting ('MIB'), which is the sectoral regulator of the
Company. In terms of the Uplinking Guidelines, the Company is required to seek prior
approval of the MIB before appointing any individual on the Board of the Company.
The Board and the management have always made conscious efforts to comply with all the
applicable laws and regulations, including Listing Regulations, Companies Act and the
Up-linking Guidelines of MIB. It is stated that the non-compliance of certain provisions
of Listing Regulations and Companies Act, 2013, which occurred during the period under
review occurred due to circumstances which were beyond the control of the Company. It is
also mentioned that the Stock Exchanges viz. National Stock Exchange of India Limited and
BSE Limited, imposed penalty on the Company on account of the above referred
non-compliances. While the Company has paid the penalty in the prescribed timelines, since
the said non-compliances were beyond the control of the Company, Board and the Management,
necessary applications were also filed by the Company for waiver of the said penalties
with Stock Exchanges. The details of the above referred non-compliances and steps taken by
the Company to remedial the same are also mentioned in the Corporate Governance report.
In respect of appointment of Statutory Auditors of the Company, it is stated that upon
the recommendation of Audit Committee, the Board recommended the appointment of S. N.
Dhawan & Co LLP, Chartered Accountants (Firm Registration Number:
000050N / N500045) as statutory Auditor of the Company from a first term of Five (5)
years i.e., to hold the office from conclusion of 34th AGM till the conclusion
of 39th AGM. Basis the Votes cast at the 34th AGM held on September
26, 2022, on account of non-approval of the appointment of S. N. Dhawan & Co LLP,
Chartered Accountants as Statutory Auditors of the Company, in terms of the Section
139(10) of the Companies Act, 2013, Walker Chandiok & Co LLP (Firm Registration No.
001076N/N-500013), continued to be the Statutory Auditors of the Company upto the 35th
AGM.
As regard the non-adoption of the Annual Audited Financial Statements of the Company
for the financial year 2020-21, in terms of applicable provisions, the said Financial
Statements were placed before the shareholders at the Annual General Meeting held on
December 30, 2021 ('33rd AGM') wherein the same was not adopted by the
shareholders with requisite majority. Further, the Annual Audited Financial Statements of
the Company for the Financial Year 2020-21 were again placed before the shareholders at
Annual General Meeting held on September 26, 2022 ('34th AGM') along with the
Annual Audited Financial Statements of the Company for the Financial Year 2021-22, wherein
the said Financial Statements for the financial year 2020-21 and 2021-22 were not adopted
by the shareholders with requisite majority.
At the Adjourned 34th Annual General Meeting held on December 29, 2022,
Annual Audited Financial Statements of the Company for the financial year 2020-21 and
2021-22 were again placed before the shareholders and the same were not adopted by the
shareholders with requisite majority.
In compliance with the applicable regulatory provisions, the Company has filed the
financial statements for the financial year ending March 31, 2021, and March 31, 2022, as
being provisional financial statements, with the Registrar of Companies on March 23, 2022,
and November 2, 2022, respectively. The Annual Audited Financial Statements of the Company
for the Financial Year 2020-21 and 2021-22 along with reports thereon shall be again
placed for consideration and adoption by the Shareholders at the ensuing Annual General
Meeting of the Company, along with the Audited Financial Statements of the Company for the
Financial Year 2022-23 along with reports thereon.
Cost Auditor
In compliance with the requirements of Section 148 of the Act read with Companies (Cost
Records and Audit) Rules, 2014, Chandra Wadhwa & Co., (Firm Registration No. 000239),
Cost Accountants, were appointed to carry out Audit of Cost Records of the Company for the
FY 2022-23. The Cost Auditors have issued their unqualified report for the financial year
2022- 23, which has been taken on record by the Audit Committee and the Board of the
Company at their Meeting held on August 31, 2023.
The Board of your Company on the basis of the recommendation of the Audit Committee, at
its meeting held on May 12, 2023, had approved the re-appointment of Chandra Wadhwa &
Co., (Firm Registration No. 000239), Cost Accountants, as the Cost Auditors for the
Financial Year 2023-24.
Requisite proposal seeking ratification of remuneration payable to the Cost Auditor for
the FY 2023-24 by the Members as per Section 148 read with Rule 14 of Companies (Audit and
Auditors) Rules, 2014, forms part of the Notice of ensuing Annual General Meeting.
Internal Auditor
Protiviti Advisory India Member LLP were the Internal Auditor of the Company for the FY
2022-23. For each of the financial year, an audit plan is rolled out with approval by the
Company's Audit Committee. The said plan is devised in consultation with the Statutory
Auditor. The plan is aimed at evaluation of the efficacy and adequacy of internal control
systems and compliance thereof, robustness of internal processes, policies and accounting
procedures and compliance with laws and regulations. Based on the reports of internal
audit, process owners undertake corrective action in their respective areas. Audit
observations and corrective actions are periodically presented to the audit committee of
the Board.
The Audit Committee at its meeting held on May 12, 2023, recommended to the Board the
re-appointment of Protiviti Advisory
India Member LLP as the Internal Auditor of the Company for the FY 2023-24. Basis the
recommendation of the Audit
Committee, the Board, at its meeting held on May 12, 2023, has re-appointed Protiviti
Advisory India Member LLP as the
Internal Auditor of the Company for the FY 2023-24.
Reporting of frauds by Auditors
During the year under review, the Auditors have not reported any instances of frauds
committed in the Company by its Officers
or Employees to the Audit Committee under Section 143(12) of the Act.
13. DISCLOSURES:
i. Particulars of Loans, guarantees and investments: Particulars of Loans,
guarantees and investments made by the Company required under Section 186(4) of the Act
and the Listing Regulations are contained in Note no. 61 & 62 to the Standalone
Financial Statement.
ii. Transactions with Related Parties: In terms of the applicable statutory
provisions, the related party transactions are placed before the Audit Committee for its
approval and statements of all related party transactions are placed before the Audit
Committee for its review on a quarterly and yearly basis, specifying the nature, value and
terms and conditions of the transactions along with arms-length justification. All Related
Party Transactions entered during the year were in Ordinary Course of the Business and on
Arm's Length basis. During the year under review, there have been no materially
significant related party transactions as defined under Section 188 of the Act and
Regulations 23 of the Listing Regulations and accordingly no transactions are required to
be reported in Form AOC-2 as per Section 188 of the Act.
iii. Disclosure under Section 197(14) of the Act: During the financial year
2022-23, none of the Executive Directors of the Company received any remuneration or
commission from its holding or subsidiary company.
iv. Secretarial Standards: Pursuant to the provisions of Section 118 of the Act,
the Company has complied with the applicable provisions of the Secretarial Standards
issued by the Institute of Company Secretaries of India.
v. Risk Management: Your Company follows a comprehensive system of Risk Management.
It has adopted a policy and procedure for rapid identification, definition of risk
mitigation plans and execution. Actions include adjustments in prices, dispatch plan,
inventory build-up, and active participation in regulatory mechanisms. Many of these risks
can be foreseen through systematic tracking. Your Company has also defined operational
processes to ensure that risks are identified and the operating management are responsible
for identifying and implementing mitigation plans for operational and process risk. Key
strategic and business risks are identified and managed by senior management team. The
Risks and their mitigation plans are updated and reviewed periodically by the Audit
Committee and integrated in the Business plan for each year. The details of Constitution,
scope and meetings of the Risk Management Committee forms part of the Corporate Governance
Report. In the opinion of the Board there are no risks that may threaten the existence of
the Company.
vi. Internal Financial Controls and their adequacy: Your company has an effective
internal control and risk mitigation system, which is constantly assessed and strengthened
with standard operating procedures and which ensures that all the assets of the Company
are safeguarded & protected against any loss, prevention and detection of frauds and
errors, ensuring accuracy and completeness of the accounting records, timely preparation
of reliable financial information and that all transactions are properly authorized and
recorded. The Company has laid down procedures to inform audit committee and board about
the risk assessment and mitigation procedures, to ensure that the management controls risk
through means of a properly defined framework. The Audit Committee evaluates the internal
financial
control system periodically and deals with accounting matters, financial reporting and
periodically reviews the Risk Management Process.
vii. Deposits: Your Company has not accepted any public deposit under Chapter V of
the Act.
viii. Transfer to Investor Education and Protection Fund: During the year under
review, the Company was not required to transfer any amount to Investor Education and
Protection Fund.
ix. Unclaimed Dividend/Shares: As on March 31,2023, 61,322 (Sixty one thousand
three hundred and Twenty two) Unclaimed Equity Shares of the Company are lying in the
Demat Account of the Company. Necessary steps were taken in Compliance with the Listing
Regulations, for sending the necessary reminders to the claimant of the said shares, at
the address available in the data base of the Depository/Company.
Further, the Interim Dividend declared by the Company which remains unpaid or
unclaimed, has been transferred by the Company to "Dish TV India Limited - unpaid
Interim Dividend FY 2018-19" account and will be due for transfer to the Investor
Education and Protection Fund on completion of seven (7) years.
x. Transfer to General Reserve: During the FY under review, no amount has been
transferred to the General Reserve of the Company.
xi. Extract of Annual Return: The Annual return in form MGT-7 as required under
Section 92 of the Act read with Companies (Management & Administration) Rules, 2014,
is provided on the website of the Company at https://www. dishd2h.com/.
xii. Sexual Harassment: The Company has zero tolerance for Sexual Harassment at
workplace. The company has complied with the provisions relating to the constitution of
Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted Internal
Complaint(s) Committee functioning at various locations to redress complaints regarding
sexual harassment and has adopted a Policy on prevention of Sexual Harassment in line with
the provisions of 'The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013'. During the year under review, no complaint was received by the
Company.
xiii. Regulatory Orders: During the financial year 2020-21, Securities and Exchange
Board of India ('SEBI') issued show cause notice dated September 11, 2020 to the Company
under Rule 4 of SEBI (Procedure for holding inquiry and imposing penalties) Rules 1995, on
account of violation under SEBI (Prohibition of Insider Trading) Regulations, 2015 with
regard to delayed filing of disclosures with Stock Exchanges under Regulation 7(2) (b)
relating to dealings in the securities of the Company by its Promoter(s) viz. Direct Media
Distribution Ventures Private Limited and World Crest Advisors LLP. In order to settle the
proceedings initiated, without admitting or denying the findings of fact and conclusions
of law, the Company filed settlement application with SEBI on October 7, 2020. SEBI vide
its order dated February 17, 2021, approved settlement upon payment of Rs. 8,20,782/-. The
Company deposited the said amount within the prescribed timeline and accordingly, the
matter is settled.
During the financial year 2021-22, SEBI passed an Ad-Interim ex-parte Order cum Show
Cause Notice ('SEBI Order') bearing no. WTM/SM/CFD/CMD-1/15312/2021-22 dated March 7, 2022
under Sections 11(1), 11(4) and 11B(1) of Securities and Exchange Board of India Act,
1992, to the Company, its Directors and Company Secretary & Compliance Officer, in
relation to non-disclosure of voting results on various proposals put forth in the
Company's 33rd Annual General Meeting held on December 30, 2021. In order to
comply with the SEBI Order, the Company, without prejudice to its rights and contentions,
disclosed the voting results on March 8, 2022.
In respect of the SEBI Order, the Company along with its then Directors namely - Mr.
Jawahar Lal Goel, Mr. Ashok Mathai Kurien, Mr. Anil Kumar Dua and the Company Secretary
& Compliance Officer namely Mr. Ranjit Singh, filed Settlement application with SEBI,
for which settlement order dated October 12, 2022, was received by the Company along with
below mentioned settlement amount:
1. Rs. 45,54,000/- (Rupees Forty Five Lakh Fifty Four Thousand only) for Dish TV India
Ltd. and Mr. Ranjit Singh on the basis of joint and several liability.
2. Rs. 19,80,000/- (Rupees Nineteen Lakh Eighty Thousand only) for Mr. Jawahar Lal
Goel, Mr. Anil Kumar Dua and Mr. Ashok Mathai Kurien on the basis of joint and several
liability.
The above Settlement amounts were duly paid within the prescribed timeline and
accordingly, the matter was settled in respect of Mr. Jawahar Lal Goel, Mr. Ashok Mathai
Kurien, Mr. Anil Kumar Dua and Mr. Ranjit Singh.
The Independent Directors namely - Mr. Bhagwan Das Narang, Dr. (Mrs.) Rashmi Aggarwal
and Mr. Shankar Aggarwal had filed a response to the said SEBI Order. Post adjudication,
SEBI vide its Final Order dated July 14, 2022, in respect of Independent Directors of the
Company, has held that no omission to exercise due diligence can be attributed to the
independent directors in the facts and circumstances of the case, and accordingly has
disposed the proceedings initiated by the Show Cause Notice, against the Independent
Directors without any further directions.
During the Financial Year 2022-23, the Company had filed a compounding application with
the Reserve Bank of India relating to the contravention of provisions of Regulation 15 of
Foreign Exchange Management (Transfer or Issue of any Foreign Security) Regulations, 2004,
in relation to delayed/non-repatriation of dues in the form of loan and interest
receivable from its overseas joint venture viz. Dish T V Lanka (Private) Limited.
In this regard, the Reserve Bank of India vide its order dated July 27, 2023, agreed to
compound the contravention upon payment of Rs. 50,14,407/- (Rupees Fifty Lacs Fourteen
Thousand Four Hundred and Seven Only) by the Company. The Company has duly paid the said
amount on August 9, 2023, which has acknowledged by RBI vide their certificate of payment
dated August 17, 2023, and accordingly the matter is settled.
14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO
Your Company is in the business of providing Direct to-Home ('DTH') services. Since the
said activity does not involve any manufacturing activity, most of the Information
required to be provided under Section 134(3)(m) of the Act read with the Companies
(Accounts) Rules, 2014, are not applicable. However, the information, as applicable is
given hereunder:
Conservation of Energy:
Your Company, being a service provider, requires minimal energy consumption and every
endeavor made to ensure optimal use of energy, avoid wastages and conserve energy as far
as possible.
Technology Absorption:
In its endeavor to deliver the best to its viewers and business partners, your Company
is constantly active in harnessing and tapping the latest and best technology in the
industry.
Foreign Exchange Earnings and Outgo:
During the year under review, your Company had foreign exchange earnings of ' 377 Lakhs
and outgo of ' 1,084 Lakhs.
15. CREDIT RATINGS
Acuite Rating and Research, a Credit rating agency vide its communication dated January
4, 2022, had assigned ACUITE BB (Rating Watch with negative implication) for long term
bank facilities of the Company. Acuite had downgraded the rating of DTIL considering the
decline in business performance of DTIL Group, lack of clarity on change in management and
contingency of disputed license fees liabilities materialising.
CARE (Credit Analysis and Research Limited), a Credit rating agency vide its
communication dated October 1, 2021, assigned CARE A4 (RWN) for short Term Loans of the
Company. Instruments with this rating are considered to have minimal degree of safety
regarding timely payment of financial obligations. Such instruments carry very high credit
risk and are susceptible to default.
16. HUMAN RESOURCE MANAGEMENT
Human Resource Management has been one of the key priorities for your company. While
harmonizing people practices, the strategic approach had been to adopt best aspects, align
to the market-best practices and build a future ready organization.
The Company believes that the key to excellent business results is a committed talent
pool. Human resources are the most critical element responsible for growth and the Company
acknowledges their contribution and works towards their satisfaction as a top priority.
The HR policies continually strive towards attracting, retaining, and developing the best
talent required for the business to grow. Regular trainings are conducted for the
employees to ensure skill upgradation and personal development throughout the various
organizational levels.
Dish TV values its talent pool and works hard to retain its best talent by providing
ample opportunities to grow. The Company focuses on providing opportunity for the
development and enhancing the skill sets of its employees at all levels of the business.
Several workshops have been conducted for employees across the country, so they understand
and exhibit the values of the Company in their work and behavior. Continuous training
program for upgradation of skill and behavioural maturity has been imparted which helped
in keeping the optimization and moral of the Organisation at a higher level despite
Pandemic situation prevailing all across. Town hall sessions were conducted for better
interactivity, understanding issues faced by the employees and providing solutions. Work
from Home facility continues seamlessly across the hierarchy of employees and acting as
enabler to lessen the adverse impact of pandemic.
Your Directors place on record their appreciation for the significant contribution made
by all employees, who through their competence, dedication, hard work, co-operation and
support have enabled the Company to cross milestones on a continual basis.
Particulars of Employees
As on March 31, 2023, the total numbers of permanent employees on the records of the
Company were 392. The information required under Section 197(12) of the Act read with Rule
5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
along with statement showing names and other particulars of the employees drawing
remuneration in excess of the limits prescribed under the said rules is annexed to this
report.
17. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of and pursuant to Section 134 of the Act, in relation to the Annual Financial
Statements for the FY 2022-23, your Directors state and confirm that:
a) The Financial Statements of the Company comprising of the Balance Sheet as at March
31, 2023 and the Statement of Profit & Loss for the year ended on that date, have been
prepared on a going concern basis;
b) In the preparation of these Financial Statements, the applicable accounting
standards have been followed and there are no material departures;
c) Accounting policies selected were applied consistently and the judgments and
estimates related to the financial statements have been made on a prudent and reasonable
basis, so as to give a true and fair view of the state of affairs of the Company as at
March 31, 2023, and, of the losses of the Company for the year ended on that date;
d) Proper and sufficient care has been taken for maintenance of adequate accounting
records in accordance with the provisions of the Act, to safeguard the assets of the
Company and for preventing and detecting fraud and other irregularities;
e) Requisite internal financial controls are laid down and that such financial controls
are adequate and operating effectively; and
f) Proper systems have been devised to ensure compliance with the provisions of all
applicable laws and such systems are adequate and operating effectively.
18. BUSINESS RESPONSIBILITY REPORT & MANAGEMENT DISCUSSION AND ANALYSIS
Regulation 34 of SEBI Listing Regulations requires the Company to annex a Business
Responsibility and Sustainability Report describing the initiatives taken by them from an
environmental, social and governance perspective, in the format as specified by the Board
from time to time. The Business Responsibility and Sustainability Report ('BRSR') has been
prepared and forms part of the Annual Report as an Annexure.
The Management Discussion and Analysis report is separately attached hereto and forms
an integral part of this Annual Report. The said report gives details of the overall
industry structure, economic developments, performance and state of affairs of your
Company's business and other material developments during the FY under review.
19. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER IBC, IF ANY
No such application under IBC has been filed or pending against the Company, during the
year under review.
20. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND WHILE TAKING LOAN, ALONG WITH THE REASONS THEREOF:
There has been neither any delay / default in repayment obligation towards financial
institutions nor the Company has entered into any One-time settlement with any financial
institution, during the year under review.
21. INDUSTRIAL OPERATIONS
The Company maintained healthy, cordial and harmonious industrial relations at all
levels. The enthusiasm and unstinting efforts of the employees have enabled the Company to
remain competitive and relevant in the industry. The Company also has taken various steps
not only to improve the productivity across the organization but also has ventured into
new and innovative products.
22. CAUTIONARY STATEMENT
Statements in this Report, particularly those which relate to Management Discussion and
Analysis, describing the Company's objectives, projections, estimates and expectations,
may constitute 'forward looking statements' within the meaning of applicable laws and
regulations and actual results might differ.
23. ACKNOWLEDGEMENT
It is our strong belief that caring for our business constituents has ensured our
success in the past and will do so in future. Your Directors value the professionalism and
commitment of all employees of the Company and place on record their appreciation of the
contribution made by employees of the Company and its subsidiaries at all levels that has
contributed to your Company's success. Your Directors acknowledge with sincere gratitude
the co-operation and support extended by the Central and State Governments, the Ministry
of Information and Broadcasting (MIB'), the Department of Telecommunication ('DOT'),
Ministry of Finance, the Telecom Regulatory Authority of India ('TRAI'), the Stock
Exchanges and other stakeholders including employees, subscribers, vendors, bankers,
investors, service providers/partners as well as other regulatory and government
authorities.
Your Board also takes this opportunity to express its deep gratitude for the continued
co-operation and support received from its valued stakeholders.
For and on behalf of the Board |
|
Shankar Aggarwal |
Rashmi Aggarwal |
Independent Director |
Independent Director |
DIN:02116442 |
DIN:07181938 |
Place: Noida |
|
Date: August 31, 2023 |
|
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