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Directors Report of Dish TV India Ltd.

Mar 31, 2015

The Directors are pleased to present the 27th (Twenty Seventh) Annual Report and the Audited Financial Statements of the Company for the Financial Year ended March 31, 2015.

FINANCIAL RESULTS

The Financial Performance (Standalone) of your Company for the Financial Year ended March 31, 2015 is summarized below:

(Rs. In Lakhs)

Particulars Year ended Year ended March 31, 2015 March 31, 2014

Sales & Services 278,164 250,898

Other Income 5,468 6,602

Total Income 283,632 257,500

Total Expenses 283,531 261,284

Profit/(Loss) before Tax & 101 (3,784)

Prior Period Item

Prior Period Item - (11,637)

Profit/(Loss) before Tax 101 (15,421)

Provision for Taxation (net) - -

Profit/(Loss) after Tax 101 (15,421)

Profit/(Loss) for the Year 101 (15,421)

Add: Balance brought (197,225) (181,804) forward Adjustment for (738) - depreciation

Amount available for (197,862) (197,225)

appropriations

Balance Carried Forward (197,862) (197,225)

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report, which affect the consolidated financial position of the Company.

DIVIDEND

The Board takes the pleasure to report that your Company becomes the first Indian Direct To Home ('DTH') operator to have profits in a financial year. With sustained focus on the business, your Company has reported a profit of Rs. 101.45 Lacs during the financial year under review. However, with a view to conserve the resources for future business requirements and expansion plans, your Directors are of view that the current year's profits be ploughed back into the operations and hence no dividend is recommended for the year under review.

BUSINESS OVERVIEW

The Financial Year 2014-15 has been a year of outstanding performance for Dish TV. By executing clear and consistent strategies, the company has delivered strong operational growth and excellent financials - making it the first DTH Brand to turn profitable. The year under review witnessed increase in all folds including gross revenue, gross subscriber base, EBITDA and ARPU and Net Profit.

Dish TV offers a wide array of multi-brand and multi product portfolio to suit the needs of different consumer segments. It has been a conscious effort of your Company to lead on the content front for both HD and SD channels. Continuing to lead the category with largest bouquet of 43 HD channels, dishtruHD has taken the HD TV viewing experience to the next level whilst also building a high-ARPU base of HD users that helps in retention too. Evaluating the increase in trend on the usage of recording, Dish TV now only offers recorder ready set-top boxes which allows Indian consumers to taste the power of pause/play and other recording features. With the up-gradation of customers from Standard Definition (SD) to High Definition (HD) and uptake from new launches, the Company expects to see an increasing trend in the ARPU. The introduction of long term offers on recharges, will aid retention.

Amongst several initiatives taken this year, the big success story is attributed to Zing Digital. With the launch of ZING, Dish TV forayed into a regionally customized DTH service which provides an opportunity to maximize its foothold as DAS rolls out further into phases 3 and 4, covering small towns and rural markets. Zing digital is now present in West Bengal, Tripura & 3 districts of Assam, Orissa, Maharashtra, Andhra Pradesh, Tamil Nadu and Kerala. Thinking ahead of the curve, Dish TV created an entirely new offering for consumers whose needs are largely regionally driven content and shop for pocket friendly subscription alternates. ZING brand is positioned comfortably between the DTH offering of Doordarshan on the one hand and pay DTH brands on the other, offering customized regional content at value for money prices. Understanding the target group was the key in introducing Zing Digital. The consumer in this segment has a high propensity intake for regional content and their purchase behavior, therefore, too is driven by an offering of maximum regional & relevant content rather than the entire bouquet of content which turns out to be an expensive proposition for them.

With launch of the Direct to Home services in Sri Lanka by Dish T V Lanka (Private) Limited, subsidiary of your Company, the brand - Dish TV has now become a multi-national brand. This is a case in point having the most exhaustive distribution network plan charted for the region and the next stepping stone for the brand.

Being the pioneer, the effort of Dish TV has always been to make entertainment accessible in the most convenient of ways to the consumers. A few examples of such offerings are - DishOnline, stemming from high penetration of smart phones and internet, the Indian consumer today is spending increasing time on alternate screens like the laptop, tablet & smartphone, away from the conventional TV viewing. Understanding the new dynamics of evolving consumer trends of multi-screen behavior, this product provides LIVE TV, on-demand movies, catch- up TV & Video shows at the press of a button on the app. Introducing value added services (VAS) like Anandam and Music Active, enticing today's consumer who wants more from his TV entertainment. Music Active service fulfills the need of music-lovers by providing music across 10 genres 24X7. Do It Yourself services empower the consumer to take complete control of his entertainment needs, whether it's about online recharge, adding a channel, tracking account details, activating a service and much more; via easy modes like Missed Call, SMS and Online.

With the increase in number of "more than one TV households", the focus lies on expanding the subscriber base with multi TV connections. Multi TV connections empower the consumer to enjoy their entertainment on their second TV set at less than half the pack price versus their subscription on the first TV. Initiatives like these have consistently made Dish TV, India's Most Trusted Brand for the consecutive 3 years in a row. To take it further, this year Dish TV made inroads at the international level as a brand by winning 3 awards at the most prestigious advertising awards festival, Cannes Lions.

During the year under review, your Company continued to engage subscribers by providing wholesome entertainment experience through relevant content, on demand services and the door step service & support. The positive effect of the steps taken by the Company coupled with the continuous efforts to control the costs yielded positive results in all fronts of the business. It also provided an edge over competition and the benefit of such service infrastructure will yield benefit in coming years. Your Company continued to play the role of the leader of the industry with bringing new and innovative products and services into the category and setting benchmarks for others to follow. Dish TV has built and continues to sustain abundant capacity, beaming from 2 different satellites, offering the largest bouquet of content. All this packaged at consumer friendly tiers that suit diverse consumer needs for content across different genres and languages.

Growth would be supreme and so will be the revenues making Dish TV surely a brand to reckon with as we strive to enhance consumers TV viewing experience.

SUBSIDIARY OPERATIONS

Subsidiary in Sri Lanka

Your Company, upon the approval of Board of Directors, incorporated a Joint Venture ('JV') Company with Satnet (Private) Limited, a Company incorporated under the Laws of Sri Lanka, in the name and style of 'Dish T V Lanka (Private) Limited' for providing Direct to Home Services in Sri Lanka, on April 25, 2012 with a paid-up share capital of 1 million Sri Lankan Rupees. Your Company holds 70% of the paid-up share capital and Satnet (Private) Limited holds 30% of the paid- up share capital. Dish T V Lanka (Private) Limited has received the requisite licenses and permissions from regulatory authorities and has commenced its commercial operations. The Company has also been registered as a Board of Investment ('BOI') approved Company in Sri Lanka. The registration with BOI grants various benefits to the company including duty free imports of the equipment and set top box for one year, tax holiday of 7 years etc.

Subsidiary in India

Your Company, upon the approval of Board of Directors and the Members of the Company, acquired the entire share capital of Xingmedia Distribution Private Limited ('Xingmedia') on March 24, 2014. Upon requisite approvals, the name of Xingmedia has been changed to 'Dish Infra Services Private Limited' ('Dish Infra'). Post approval of Members of the Company by way of Special Resolution passed by Postal Ballot, the entire non-core business of the Company (undertaking pertaining to the provision of infra support services to the subscribers for facilitating the DTH services including the instruments which are required for receiving DTH signals such as set top boxes(STB), dish antenna, Low Noise Boxes (LNB) and other customer related services including call centre services and repairs) has been transferred to Dish Infra with effect from April 1, 2015. Dish Infra has commenced its commercial operations (including call center and back end support service to the Company) in the first quarter of the Financial Year 2015-16.

Upon nomination by the Company, an Independent Director of the Board has been appointed as an Independent Director on the Board of Dish Infra (Company's material non-listed Indian Subsidiary) in compliance with the provisions of the listing agreement.

Audited Accounts of Subsidiary Companies

The Company has prepared the Audited Consolidated Financial Statements in compliance with applicable Accounting Standards and the Listing Agreement that forms part of this Annual Report. The Statement pursuant to Section 129(3) of Companies Act, 2013, and Rule 5 of Companies (Accounts) Rules, 2014 highlighting the summary of the financial performance of the subsidiaries is annexed to this Report. The Audited Financial Statements and related information of the Subsidiaries will be made available to any member, upon request, and shall also be open for inspection at the Registered Office of the Company.

As required under the Accounting Standard AS-21 – 'Consolidated Financial Statements', issued by the Institute of Chartered Accountants of India ('ICAI') and applicable provisions of the Listing Agreement with the Stock Exchange(s), the Audited Consolidated Financial Statements of the Company reflecting the Consolidation of the Accounts of its subsidiaries to the extent of equity holding in these Companies are included in this Annual Report.

During the year the Board of Directors has formulated a policy for determining Material Subsidiaries. The Policy is disclosed on the Company's website and is accessible at http://www.dishtv.in/Pages/Investor/ Corporate-Governance.aspx

LISTING

Your Company's fully paid up equity shares continue to be listed and traded on National Stock Exchange of India Limited ('NSE') and BSE Limited ('BSE'). Both these Stock Exchanges have nation-wide terminals and hence facilitates the shareholders/investors of the Company in trading the shares. The Company has paid the annual listing fee for the Financial Year 2015- 16 to the said Stock Exchanges.

The Company also paid the annual listing fee to the Luxembourg Stock Exchange in respect of its Global Depository Receipts ('GDR').

DEPOSITORIES

Your Company has arrangements with National Securities Depository Limited ('NSDL) and Central Depository Services (India) Limited ('CDSL'), the Depositories, for facilitating the members to trade in the fully paid up equity shares of the Company in Dematerialized form. The Annual Custody fees for the Financial Year 2015-16 shall be paid to both the Depositories on receipt of invoices from them.

SHARE CAPITAL

During the year under review, your Company has allotted 616,820 fully paid equity shares, upon exercise of Stock Option by the eligible Employees of the Company, pursuant to the Employee Stock Option Scheme - 2007 ('ESOP - 2007') of the Company and these shares were duly admitted for trading on the stock exchanges viz NSE and BSE.

During the Financial Year 2008-09, your Company had come up with Right Issue of 518,149,592 equity shares of Rs. 1 each, issued at Rs. 22 per share (including premium of Rs. 21 per share), payable in three installments. Upon receipt of valid first and second call money from the concerned shareholders, during the year under review, the Company converted 50 equity shares from Rs. 0.50 each paid up to Rs. 0.75 each paid up and 250 equity shares from Rs. 0.75 each paid up to Rs. 1 each fully paid up.

Pursuant to the issue of further equity shares under ESOP scheme and subsequent to conversion of partly paid equity shares, the paid up capital of your Company during the year has increased from Rs. 1,064,934,215.75 (comprising of 1,064,902,570 fully paid up equity shares of Rs. 1 each & 22,193 equity shares of Rs. 1 each, paid up Rs. 0.75 per equity share & 30,002 equity shares of Rs. 1 each, paid up Rs. 0.50 per equity share) to Rs. 1,065,551,110.75 (comprising of 1,065,519,640 fully paid up equity shares of Rs. 1 each & 21,993 equity shares of Rs. 1 each, paid up Rs. 0.75 per equity share & 29,952 equity shares of Rs. 1 each, paid up Rs. 0.50 per equity share)

EMPLOYEE STOCK OPTION SCHEME

In compliance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as amended from time to time, your Board had authorized the Nomination and Remuneration Committee (formerly 'Remuneration Committee') to administer and implement the Company's Employees Stock Option Scheme (ESOP – 2007) including deciding and reviewing the eligibility criteria for grant and /or issuance of stock options to the eligible Employees / Independent Directors under the Scheme. The ESOP Allotment Committee of the Board considers, reviews and allots equity shares to the eligible Employees / Independent Directors exercising the stock options under the Employee Stock Option Scheme (ESOP – 2007) of the Company.

During the period under review, the Nomination and Remuneration Committee (formerly 'Remuneration Committee') of the Board granted 207,500 stock options to the eligible Employees as per the ESOP – 2007 of the Company. The Board of Directors, during the year, allotted 616,820 fully paid equity shares, upon exercise of the stock options by eligible Employees under the ESOP – 2007.

Applicable disclosures relating to Employees Stock Options as at March 31, 2015, pursuant to Clause 12 (Disclosure in the Directors' Report) of the SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, as amended from time to time, are set out in the Annexure to this Report.

Statutory Auditors' certificate to the effect that the ESOP – 2007 Scheme of the Company has been implemented in accordance with the SEBI Guidelines and as per the resolution passed by the members of the Company, as prescribed under Clause 14 of the said Guidelines, has been obtained and shall be available for inspection at the Annual General Meeting of the Company. Copy of the same shall also be available for inspection at the Registered Office of the Company.

RIGHT ISSUE OF SHARES & UTILISATION OF PROCEEDS THEREOF

Out of the total Right Issue size of Rs. 113,992.91 Lakhs, the Company has received a sum of Rs. 113,986.35 Lakhs towards the share application and call money(s) as at March 31, 2015.

The details of utilization of Rights Issue proceeds are placed before the Audit Committee and the Board on a quarterly basis. Further, the Company also provides the details of the utilization of Rights Issue proceeds to IDBI Bank Limited, the Monitoring Agency of the Company, on half yearly basis along with Auditors' Certificate on Utilization and furnishes the Monitoring Report to the Stock Exchanges.

The Board at its meeting held on May 28, 2009 approved to make changes in the manner of usage of right issue proceeds. The utilization of rights issue proceeds as on March 31, 2015, is as under:

Particulars Amount (Rs.In Lakhs)

Repayment of loans 28,421.44

Repayment of loans received after 24,300.00

launch of the Rights Issue

General Corporate Purpose 34,720.40

Acquisition of Consumer Premises 26,000.00

Equipment (CPE)

Right Issue Expenses 544.52

Total 113,986.36

The half yearly Monitoring Reports issued by IDBI Bank Limited, the Monitoring Agency of the Company, containing deviation from the original proposed expenditure plan and in accordance with the approved revised plan was recorded by the Audit Committee and the Board at their respective meetings and necessary compliance in this regard had been carried out.

GLOBAL DEPOSITORY RECEIPT

The Global Depository Receipt ('GDR') Offer of the Company for 117,035 GDRs at a price of US $ 854.50 per GDR, each GDR representing 1,000 fully paid equity shares of the Company were fully subscribed by Apollo India Private Equity II (Mauritius) Limited. The underlying shares against each of the GDRs were issued in the name of the Depository - Deutsche Bank Trust Company Americas. As on March 31, 2015, 85,035 GDRs have remained outstanding, the underlying shares of which forms part of the existing paid up capital of the Company.

The manner of utilization of GDR proceeds as on March 31, 2015, is as under:

Particulars Amount (Rs. In Lakhs)

Acquisition of FA including CPE 7,669.88

GDR Issue Expenses 344.63

Advance Against Share Application

Money given to erstwhile Subsidiary 56.14

Repayment of Bank Loans 755.22

Operation Expenses including interest payment bank charges, exchange fluctuation 21,819.05

Less: Interest earned-realized (439.94)

Balance with non-scheduled bank 27,570.40

Total 57,775.37

NON CONVERTIBLE DEBENTURES

Your Company had issued and allotted 200 (Two Hundred Only) Rated, Unlisted, Secured, Redeemable Non-Convertible Debentures ("NCDs") of the Face value of Rs. 1,00,00,000/-(Rupees One Crores Only) each, for cash, aggregating to Rs. 200,00,00,000/-(Rupees Two Hundred Crores Only) on Private Placement basis on October 1, 2014. Credit Rating Information Services of India Limited (CRISIL) has assigned an 'A-' rating which signifies that the debentures are considered to have adequate degree of safety regarding timely servicing of financial obligations and carry low credit risk.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Statement for the year under review as provided under Clause 49 of the Listing Agreement with the Stock Exchanges is separately attached hereto and forms a part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with requirements of Section 135 of the Companies Act, 2013, your Company has constituted a Corporate Social Responsibility Committee (CSR Committee). The CSR Committee comprises of two Independent Directors and the Managing Director. The Committee has approved the CSR Policy with Education, Health Care, Women Empowerment and Sports as primary focus area. Your Company shall spend at least 2% of the average net profits of the Company made during the three immediately preceding Financial Years in pursuance of its Corporate Social Responsibility Policy when the Company has net profits for a period of three consecutive Financial Years. Since the Company presently does not have profits for three consecutive Financial Years, the annual report on CSR activities as prescribed under Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable.

POSTAL BALLOT

During the year under review, your Company sought the approval of the Shareholders on the following matters, vide Postal Ballot Notice dated July 22, 2014

- Special Resolution under Section 180(1)(c) of Companies Act, 2013 to borrow upto RS. 3,000 crores over and above the paid-up share capital and free reserves of the Company.

- Special Resolution under Section 180(1)(a) of Companies Act, 2013 for creation of Charge/ mortgage on assets of the Company.

- Special Resolution under Section 42 and 71 of Companies Act, 2013 to offer or invite subscription of non-convertible debentures on private placement basis.

- Special Resolution under Section 186 of Companies Act, 2013 to authorize the Board of Directors for making investment/giving any loan or guarantee/providing security.

The said notice along with Postal Ballot Form and Business Reply Envelopes were duly sent to the Shareholders and your Company also offered E-Voting facility as an alternate option for voting by the Shareholders, which enabled them to cast their votes electronically, instead of Physical Postal Ballot Form. The result on the voting conducted through Postal Ballot process was declared on September 10, 2014.

During the year under review, your Company also sought the approval of the Shareholders on the following matters, vide Postal Ballot Notice dated October 29, 2014.

- Special Resolution under Section 180(1)(a) of the Companies Act, 2013 to approve Sale/transfer of Company's Non-Core Business (including Set- top boxes, Dish antenna and related services ) to its Wholly owned Subsidiary , as a going concern basis.

The said notice along with Postal Ballot Form and Business Reply Envelopes were duly sent to the Shareholders and your Company also offered E-Voting facility as an alternate option for voting by the Shareholders, which enabled them to cast their votes electronically, instead of Physical Postal Ballot Form. The result on the voting conducted through Postal Ballot process was declared on February 3, 2015.

The procedure prescribed under Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules 2014, was adopted for conducting the Postal Ballot.

Further, details related to the Postal Ballot procedure adopted, voting pattern and result thereof have been provided under the General Meeting Section of 'Report on Corporate Governance'.

CORPORATE GOVERNANCE

'Corporate Governance' is an ethically driven business process that is committed to values aimed at enhancing an organization's brand and reputation in order to achieve the objectives of the organization transparently. This is ensured by taking ethical business decisions and conducting business with a commitment to values, while meeting shareholder's expectations. Corporate Governance is not just a destination but a journey to constantly improve sustainable value creation.

Your Company believes that a sound, transparent, ethical and responsible Corporate Governance framework essentially emanates from the intrinsic will and passion for good governance ingrained in the organization. Further, Your Company believes that maintaining the highest standards of Corporate Governance is imperative in its pursuit of leadership in the Direct to Home ('DTH') business. The Company continues to focus its resources, strengths and strategies to achieve its vision of continuing to be the leader in DTH Industry.

Your Company considers it an inherent responsibility to disclose timely and accurate information and also places high emphasis on best business practices and standards of governance besides strictly complying with the requirements of Clause 49 of the Listing Agreement and applicable provisions of Companies Act, 2013.

The Audit Committee of the Board has been vested with powers and functions relating to Risk Management which inter alia includes (a) review of risk management policies and business processes to ensure that the business processes adopted and transactions entered into by the Company are designed to identify and mitigate potential risk; (b) laying down procedures relating to Risk assessment and minimization; and (c) formulation, implementation and monitoring of the risk management plan.

The Company is in compliance of all mandatory requirements regarding Corporate Governance as stipulated under Clause 49 of the listing agreement with the stock exchange(s). Certificate issued by the Statutory Auditors of the Company on compliance of the conditions of Corporate Governance stipulated in Clause 49 of the Listing Agreement with the stock exchange(s) forms part of the Corporate Governance Report.

Your Board has in accordance with the requirements of Companies Act, 2013 and Clause 49 of the Listing Agreement has adopted new policies and amended existing policies such as policy on Related Party Transaction, Code of Conduct for Directors and Senior Management, Corporate Social Responsibility Policy and Whistle Blower and Vigil Mechanism Policy. These Policies are disclosed on the Company's website and is accessible at http://www.dishtv.in/Pages/Investor/ Corporate-Governance.aspx

Board Diversity

As on March 31, 2015, your Board comprises of 8 Directors including 4 Independent Directors. The Company recognizes and embraces the importance of a diverse Board in its success. The Board has adopted the Board Diversity Policy.

Number of Meetings of the Board

The Board met nine times during the Financial Year, the details of which are given in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and Listing Agreement.

Declaration by Independent Directors

Independent Directors of the Company provide declarations both at the time of appointment and annually confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and Clause 49 of the Listing Agreement.

Directors

As on March 31, 2015, Your Board comprises of 8 Directors including 4 Independent Directors.

During the year under review, Ms. Asha Swarup was appointed as an Additional Independent Woman Director with effect from September 29, 2014 in compliance with the provisions of revised Clause 49 of Listing Agreement and Companies Act, 2013. Ms. Asha Swarup resigned as Director of the Company as at the close of business on March 20, 2015 due to emerging changes and engagements and difficulty to travel. Your Board places on record its appreciation for contributions made by Ms. Asha Swarup during her tenure as Additional Independent Woman Director.

Your Board has subsequently inducted Dr. Rashmi Aggarwal as an Additional Independent Director with effect from May 26, 2015. In terms of Section 161 of the Companies Act, 2013, Dr. Rashmi Aggarwal shall hold office up to the date of the ensuing Annual General meeting. The Company has received a notice in writing along with requisite deposit pursuant to Section 160 of Companies Act, 2013, proposing appointment of Dr. Rashmi Aggarwal as Director of the Company. Your Board has recommended appointment of Dr. Rashmi Aggarwal as an Independent Director not liable to retire by rotation for a period of 3 (three) consecutive years with effect from the conclusion of the 27th Annual General Meeting.

Mr. Ashok Kurien, Non-Executive Director is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible he has offered himself for re-appointment. Your Board recommends his re- appointment.

Key Managerial Personnel

In compliance with the requirements of Section 203 of the Companies Act, 2013, Mr. Jawahar Lal Goel, Managing Director, Mr. Rajagopal Chakravarthi Venkateish, Chief Executive Officer, Mr. Rajeev Kumar Dalmia, Chief Financial Officer and Mr. Ranjit Singh, Company Secretary of the Company were nominated as Key Managerial Personnel.

Board Evaluation

The Nomination & Remuneration Committee and the Board at their meetings held on March 20, 2015, approved the Performance evaluation Policy (For Board, Individual Directors, Chairperson, Committees of Board) and laid down criteria for performance evaluation of Directors, Chairperson, Managing Director, Board Level Committees and Board as a whole and also the evaluation process for the same.

The statement indicating the manner in which formal annual evaluation of the Directors, the Board and Board level Committees are given in the Corporate Governance Report which forms part of this Annual

Report. The performances of the members of the Board, the Board level Committees and the Board as a whole were evaluated at the meeting of the Independent Directors and the Board of the Directors held on March 20, 2015.

Policy on Directors' appointment and remuneration

In compliance with the requirements of Section 178 of the Companies Act, 2013, the Nomination & Remuneration Committee of your Board had fixed various criteria for nominating a person on the Board which inter alia include desired size and composition of the Board, age limits, qualification / experience, areas of expertise and independence of individual. The Committee had also approved in-principle that the initial term of an Independent Director shall not exceed 3 years. Your Company has also adopted a Nomination, Appointment, Remuneration and Training Policy, salient features whereof is annexed to this report.

Familiarisation Programme for Independent Directors

During the year under review, the Board including all Independent Directors were explained about their roles, rights and responsibilities in the Company through detailed presentations on the changes in backdrop of the Companies Act, 2013 and Listing Agreement. To familiarize the Directors with strategy, operations and functions of the Company, the senior managerial personnel make presentations about Company's strategy, operations, product offering, market, technology, facilities and risk management.

Further, at the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining their duties and responsibilities as a Director.

Committees of the Board

Currently, the Board has seven standing committees viz. Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Budget Committee, Finance Committee, Cost evaluation and rationalization committee and Stakeholders' Relationship Committee. The Audit Committee of the Board comprises of 4 (Four) members, 3 (three) of whom are Independent Directors, with Mr. B.D. Narang, Non-Executive Independent Director, as its Chairman and Mr. Arun Duggal, Mr. Lakshmi Chand and Mr. Mintoo Bhandari as the members of the Audit Committee. A detailed note on the Board and its Committees is provided under the Report on Corporate Governance section.

Vigil Mechanism

The Board has adopted a Whistle Blower Policy (Vigil Mechanism) to provide opportunity to Directors/ Employees/Stakeholders of the Company to report concerns about unethical behavior, actual or suspected fraud of any Director and/or Employee of the Company or any violation of the Code of Conduct. Further during the year under review, no case was reported under the Vigil Mechanism.

AUDITORS

Statutory Auditors: At the 26th Annual General Meeting of the Company held on September 29, 2014, Walker Chandiok & Co. LLP, Chartered Accountants, Gurgaon, having Registration No 001076N/N-500013 were appointed as the Statutory Auditors of the Company to hold office till the conclusion of the 29th Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the Auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of Walker Chandiok & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the Shareholders. In this regard, the Company has received a certificate from the Statutory Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Secretarial Auditor: During the year, the Board appointed Mr. Jayant Gupta, Practicing Company Secretary, proprietor of M/s Jayant Gupta & Associates, Company Secretaries as the Secretarial Auditor of the Company for conducting the Secretarial Audit for the financial year 2014-15. The Secretarial Audit was carried out in compliance with Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The report of Statutory Auditor and/or Secretarial Auditor forming part of this Annual report does not contain any qualification, reservation or adverse remarks.

DISCLOSURES:

i. Particulars of Loans, guarantees and investments: Particulars of Loans, guarantees and investments made by the Company required under Section 186(4) of the Companies Act, 2013 are contained in Note no. 52 to the Standalone Financial Statements.

ii. Borrowings and Debt Servicing: During the year under review, your Company has met all its obligations towards repayment of principal and interest on loans availed.

iii. Transactions with Related Parties: None of the transactions with related parties fall under the scope of Section 188(1) of the Act. All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm's Length basis. No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

iv. Deposits: Your Company has not accepted any public deposit under Chapter V of the Companies Act, 2013.

v. Extract of Annual Return: The extract of Annual return in form MGT-9 as required under Section 92(3) of the Act read with Companies (Management & Administration) Rules, 2014 is annexed to this report.

vi. Sexual Harassment: The Company has zero tolerance for Sexual Harassment at workplace and has adopted a Policy on prevention of Sexual Harassment in line with the provisions of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redresssal) Act, 2013 and the Rules made thereunder. There was no complaint on sexual harassment during the year under review.

vii. Regulatory Orders: No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company's operations in future.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Your Company is in the business of providing Direct- to- Home ('DTH') services. Since the said activity does not involve any manufacturing activity, most of the Information required to be provided under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are not applicable.

However the information, as applicable, are given hereunder:

Conservation of Energy:

Your Company, being a service provider, requires minimal energy consumption and every endeavor is made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible.

Technology Absorption:

In its endeavor to deliver the best to its viewers and business partners, your Company is constantly active in harnessing and tapping the latest and best technology in the industry.

Foreign Exchange Earnings and Outgo:

Particulars of foreign currency earnings and outgo during the year are given in Note no. 30, 31 and 32 to the notes to the Accounts forming part of the Annual Accounts.

HUMAN RESOURCE MANAGEMENT

Your Company has been successful in attracting best of the talent from industry and academic institutions and has been successful in retaining them. We hire for talent, passion and right attitude through latest recruitment and selection practices. We have established our reputation for being a vibrant learning organization driven by passion. We provides conducive and healthy climate with values of openness, enthusiasm, experimentation and collaboration. We deploy quality HR services to attract, develop, motivate and retain a diverse workforce with supportive work environment. The Company is committed to nurturing, enhancing and retaining talent through superior learning & Organization Development interventions.

Long term development of human capital and strategic deployment of retention tools is at the core of your Company's strategy. Your Company believes that committed employees are vital for the sustained growth of the Company. The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business. Your company has established policies and procedures to discover and use the employees' capabilities and potential to increase their commitment and contribution to the overall organization.

The Company has a robust appraisal system based on MBO (Management by Objectives) philosophy

following a top down approach and open performance discussions. We encourage meritocracy and reward excellence in performance. The employees display highest level of business integrity and ethics in their business conduct.

PARTICULARS OF EMPLOYEES

As on March 31, 2015, the total numbers of employees on the records of the Company were 1020. The information required under Section 197 of the Companies Act, 2013 ('Act') read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, along with statement showing names and other particulars of the employees drawing remuneration in excess of the limits prescribed under the said rules is annexed to this report.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of and pursuant to Section 134 of the Companies Act, 2013, as amended from time to time, in relation to the Annual Financial Statements for the Financial Year 2014-15, your Directors confirm the following:

a) The Financial Statements of the Company comprising of the Balance Sheet as at March 31, 2015 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis following applicable accounting standards and that no material departures have been made from the same;

b) Accounting policies selected were applied consistently and the judgments and estimates related to the financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015, and, of the profit of the Company for the year ended on that date;

c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act, to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities;

d) Requisite internal financial controls were laid down and that such financial controls are adequate and operating effectively; and

e) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

RISK MANAGEMENT SYSTEM & INTERNAL CONTROL SYSTEMS

Your company has an effective internal control and risk mitigation system, which is constantly assessed and strengthened with standard operating procedures and which ensures that all the assets of the Company are safeguarded and protected against any loss and that all the transactions are properly authorized and recorded. The Company has laid down procedures to inform audit committee and board about the risk assessment and mitigation procedures, to ensure that the management controls risk through means of a properly defined framework. The internal control systems of your company ensures that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized, recorded and reported correctly.

Your Company has in place adequate internal financial controls with reference to financial statements. Based on internal financial control framework and compliance systems established in the Company, the work performed by statutory, internal and secretarial auditors and reviews performed by the management and/or relevant Audit and other Committees of the Board, your Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15. During the year, no reportable material weakness in the design or operation was observed.

Properly documented policies, guidelines and procedures are laid down for this purpose. The internal control system has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets.

The Company also has an Audit Committee, presently comprising of 4 (four) Non-Executive professionally qualified Directors, who interact with the Statutory Auditors, Internal Auditors, Cost Auditors and Auditees in dealing with matters within its terms of reference. The Committee inter alia deals with accounting matters, financial reporting and internal controls which also periodically reviews the Risk Management Process.

RATINGS

CRISIL, a Credit rating agency, has during the year under review assigned 'CRISIL A- / Stable (Assigned)' rating to the New Banking Facilities of the Company.

CARE (Credit Analysis and Research Limited), a Credit rating agency has revised the rating of Long-

Term Bank Facilities of the Company from 'CARE BBB (Triple B)' to 'CARE A- (Single A minus)'. The revision in standalone rating of the Company factors in comfortable debt coverage metrics (Total Debt/GCA & Interest coverage ratio), availability of large unencumbered deposits (cash) to meet any contingencies and strong parentage.

INDUSTRIAL OPERATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across the organization.

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Company's objectives, projections, estimates and expectations, may constitute 'forward looking statements' within the meaning of applicable laws and regulations and actual results might differ.

ACKNOWLEDGEMENT

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. Your Directors acknowledge with sincere gratitude the co-operation and support extended by the Central and State Governments, the Ministry of Information and Broadcasting ('MIB'), the Department of Telecommunication ('DOT'), Ministry of Finance, the Telecom Regulatory Authority of India ('TRAI'), the Stock Exchanges - and other stakeholders including employees, subscribers, vendors, bankers, investors, service providers as well as other regulatory and government authorities.

Your Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued stakeholders.

For and on behalf of the Board

Jawahar Lal Goel B D Narang

Managing Director Independent Director

DIN: 00076462 DIN: 00038052

Place: Noida

Date: 4 August 2015


Mar 31, 2014

To the Members,

The Directors are pleased to present the 26th (Twenty Sixth) Annual Report and the Audited Financial Statements of the Company for the Financial Year ended March 31, 2014.

FINANCIAL RESULTS

The Financial Performance of your Company for the Financial Year ended March 31, 2014 is summarized below:

(Rs. / Thousand)

Particulars Year ended Year ended March 31, 2014 March 31, 2013

Sales & Services 25,089,803 21,668,050

Other Income 660,249 511,952

Total Income 25,750,052 22,180,002

Total Expenses 26,128,424 23,431,940

profit/(Loss) before Tax & Prior Period

Item (378,372) (1,251,938)

Prior Period Item (1,163,688) -

profit/(Loss)

before Tax (1,542,060) (1,251,938)

Provision for

Taxation (net) - -

profit/(Loss) after

Tax (1,542,060) (1,251,938)

Exceptional items - 594,442

profit/(Loss) for the Year (1,542,060) (657,496)

Add: Balance brought forward (18,180,416) (17,522,920)

Amount available for appropriations (19,722,476) (18,180,416)

Appropriations :

Dividend NIL NIL

Tax on Dividend NIL NIL

General Reserve NIL NIL

Balance Carried Forward (19,722,476) (18,180,416)

DIVIDEND

Your Directors have not recommended any dividend on the equity shares of the Company for the year under review.

BUSINESS OVERVIEW

The Financial Year 2013 – 14 was a globally challenging year with the economy facing turbulent times and the dollar touching new heights. The economic downturn brought challenges to your Company however your Company, despite the economic slowdown, continued to grow in all aspects. The year under review witnessed increase in all folds including gross revenue, gross subscriber base, EBITDA and ARPU.

Dish TV has pioneered the Direct-to-Home (DTH) distribution space and continues to hold the largest registered subscriber base till date. It has become synonymous with quality digital entertainment in the Country. Ever since inception dishtv has been a thought leader bringing new and innovative products and services into the category and setting benchmarks for others to follow. Dishtv has built and continues to sustain abundant capacity, beaming from 2 (two) different satellites, offering the largest bouquet of content with an unmatched 450 channels and services. All this packaged at consumer friendly tiers that suit diverse consumer needs for content across different genres and languages.

During the year under review, your Company continued to engage subscribers by providing wholesome entertainment experience through relevant content, on demand services and the door step service & support. The positive effect of Digitization already initiated in the previous years continued to show in parts of 38 cities and your Company created new service franchisees to cater to the increased requirements of newly digitized homes in the said 38 cities. This provided an edge over competition and the benefit of such service infrastructure will yield benefit in coming years. The Digital Cable System continued to aggressively engage into stiff competition however DTH continues to be a favoured choice of the customer. Your Company continued to play the role of the leader of the Industry with bringing new and innovative products and services into the category and setting benchmarks for others to follow.

Dishtv now offers consumer choice across a wide array of multi-brand and multi product portfolio, to suit different consumer segments. Continuing the lead the category with largest bouquet of 40 HD channels, dishtruHD , India''s frst HD set top box with unlimited recording, has built a hi-ARPU base of HD users that provide hi-ARPU and better retention too. Dish , the standard defnition recorder that allowed Indian consumers to taste the power of pause / play, recording features at SD prices, has become a 30% contributor to gross additions during the year and attracts quality subscribers into the fold.

During the year under review, your Company launched a new product under the brand name – ZING. The new product is aimed at providing regional driven content, covering small towns and rural markets which will provide your Company an opportunity to strengthen its presence in these areas.

The favorable demographic pattern and constant rise in the net disposable income is also driving major change in the Media and Entertainment Industry. The quality of contents is also improving with the increased demand, desire and expectations of the consumers. The rise in education level and increased expectations mainly because of the access to international media, internet and social networking platforms is also driving the Industry. The consumer of today is more evolved, tech savvy, broadband oriented and is willing to go places to satiate his demand for content.

In true spirit of a category leader, Dishtv has constantly pioneered new products that have set new benchmarks, throughout its journey. This year Dish TV forayed into the OTT (Over the Top) space with an online TV streaming product christened dishonline. Stemming from high penetration of smart phones and internet, the Indian consumer today, is spending increasing time on alternate screens like the laptop, tablet and smart phone, away from the conventional TV viewing. A large part of this consumption on smaller screens is dominated by viewership of content online. Understanding the new dynamics of evolving consumer trends of multi-screen behavior, this product provides live TV, on demand movies, catch up TV and video shows at the press of a button on an app. Hence dishtv viewers can now access their favorite TV shows on the go, on their mobile device and never miss a minute of their loved program. This innovative and engaging product was introduced at a small top up price of Rs. 60 a month, over and above the base subscription on TV, has seen over 4 lac downloads in a short span of time. The dishonline product has a great VAS opportunity to build ARPU.

The changing consumer attitudes of today''s discerning consumers and increase in spending patterns, specially towards embracing new technology products, presents an opportunity for adoption of new formats such as recorders and hi-defnition. With the downturn in CRTV market and the tide shifting to fat panel technology showcases the consciousness of consumers with regard to quality of TV viewing. The panorama for DTH is brighter than ever before. Clubbed with reduction in prices of fat panel televisions, demand for quality television provides a very fertile ground for the category. Therefore, the Company sees an upsurge in demand for Hi-Defnition STB sales due to the expanding HD universe by consumers actively seeking quality content. Opportunities also lie in acquiring quality consumers who make a positive difference to the bottom line not only contributing to ARPU but also increase brand loyalty.

SUBSIDIARY OPERATIONS

Subsidiary in Sri Lanka

Your Company, upon the approval of Board of Directors, incorporated a Joint Venture (''JV'') Company with Satnet (Private) Limited, a Company incorporated under the Laws of Sri Lanka, in the name and style of ''Dish T V Lanka (Private) Limited'' on April 25, 2012 with a paid-up share capital of 1 million Sri Lankan Rupees. Your Company holds 70% of the paid-up share capital and Satnet (Private) Limited holds 30% of the paid-up share capital, respectively, in the said JV Company. Dish T V Lanka (Private) Limited shall provide DTH services upon receipt of the License from the Government of Sri Lanka. The Company has received the license from the Telecom Regulatory Commission of Sri Lanka and is awaiting the license from Media Ministry of Sri Lanka, post which it shall commence the commercial operations.

Subsidiary in India

Your Company, upon the approval of Board of Directors and the Members of the Company, acquired the entire share capital of Xingmedia Distribution Private Limited (''Xingmedia'') on March 24, 2014. The principal business of Xingmedia is to provide support services for satellite based communication services, management of hard assets like Consumer Premises Equipment (CPE) and its installation, after sales service, call center & back end support service, value added services etc. With the strategy of the Company to focus on core business activities, strengthen and expand its operations in this feld, the investment in Xingmedia will help the Company to take necessary steps in this direction expeditiously and effectively. Your Company holds the entire share capital in Xingmedia. Xingmedia shall, post commencement of commercial operations, shall also provide various services to Dish TV including call center and back end support service.

Audited Accounts of Subsidiary Companies

In accordance with the General Circular No. 2 / 2011 dated February 8, 2011 read with General Circular No. 3 / 2011 dated February 21, 2011 issued by the Government of India, Ministry of Corporate Affairs, the accounts of Subsidiary Companies are not attached to the Annual Audited Accounts of the Company. The Board of Directors of the Company at their meeting held on May 27, 2014 had opted for not attaching the Financial Statements of the subsidiaries. The Company has prepared the Audited Consolidated Financial Statements in compliance with applicable Accounting Standards and the Listing Agreement that forms part of this Annual Report. The Statement pursuant to Section 212 of Companies Act, 1956, highlighting the summary of the financial performance of our subsidiaries is annexed to this Report. The Audited Financial Statements and related information of the Subsidiaries will be made available to any member, upon request, and shall also be open for inspection at the Registered office of the Company.

As required under the Accounting Standard AS-21 – ''Consolidated Financial Statements'', issued by the Institute of Chartered Accountants of India (''ICAI'') and applicable provisions of the Listing Agreement with the Stock Exchange(s), the Audited Consolidated Financial Statements of the Company refecting the Consolidation of the Accounts of its subsidiaries to the extent of equity holding in these Companies are included in this Annual Report.

LISTING

Your Company''s fully paid equity shares continue to be listed and traded on BSE Limited (''BSE'') and the National Stock Exchange of India Limited (''NSE''). Both these Stock Exchanges have nation-wide terminals and hence facilitates the Shareholders / Investors of the Company in trading the shares. The Company has paid the annual listing fee for the Financial Year 2014-15 to the said Stock Exchanges.

The Global Depository Receipts (''GDR'') of the Company are listed on the Luxembourg Stock Exchange. The Company has paid the annual listing fee to the Luxembourg Stock Exchange.

DEPOSITORIES

Your Company has entered into an agreement with National Securities Depository Limited (''NSDL) and Central Depository Services (India) Limited (''CDSL''), the Depositories of the Company, for facilitating the members to trade in the equity shares of the Company in Dematerialized form. The Company has paid the annual custody fees for the Financial Year 2014-15 to both the Depositories.

SHARE CAPITAL

During the year under review, your Company has issued and allotted 69,590 equity shares, upon exercise of Stock Option by the Employees / Independent Directors of the Company, pursuant to the Employee Stock Option Scheme - 2007 (''ESOP - 2007'') of the Company and these shares were duly admitted for trading on both the stock exchanges viz NSE and BSE.

During the Financial Year 2008-09, your Company had come up with Rights Issue of 518,149,592 equity shares of Rs. 1 each, issued at Rs. 22 per share (including premium of Rs. 21 per share), payable in three installments. Upon receipt of valid frst and second call money from the concerned shareholders, during the year under review, the Company converted 170,612 equity shares from Rs. 0.50 each paid up to Rs. 0.75 each paid up and 170,733 equity shares from Rs. 0.75 each paid up to Rs. 1 each fully paid up.

Pursuant to the issue of further equity shares under ESOP scheme and subsequent to conversion of partly paid equity shares, the paid up capital of your Company during the year has increased from Rs. 1,064,779,289.5 (comprising of 1,064,662,247 fully paid up equity shares of Rs. 1 each & 22,314 equity shares of Rs. 1 each paid up Rs. 0.75 per equity share & 200,614 equity shares of Rs. 1 each, paid up Rs. 0.50 per equity share) to Rs. 1,064,934,215.75 (comprising of 1,064,902,570 fully paid up equity shares of Rs. 1 each & 22,193 equity shares of Rs. 1 each, paid up Rs. 0.75 per equity share & 30,002 equity shares of Rs. 1 each, paid up Rs. 0.50 per equity share).

RIGHT ISSUE OF SHARES & UTILISATION OF PROCEEDS THEREOF

Out of the total Right Issue size of Rs. 113,992.91 Lakhs, the Company has received a sum of Rs. 113,986.33 Lakhs towards the share application and call money as at March 31, 2014, the details of which has been provided under the preceding heading.

The details of utilization of Rights Issue proceeds are placed before the Audit Committee and the Board on a quarterly basis. Further, the Company also provides the details of the utilization of Rights Issue proceeds to IDBI Bank Limited, the Monitoring Agency of the Company, on half yearly basis and furnishes the Monitoring Report to the Stock Exchanges.

The Board at its meeting held on May 28, 2009 approved to make changes in the manner of usage of right issue proceeds. The manner of utilization of rights issue proceeds as on March 31, 2014, is as under:

Particulars Amount

(Rs. In Lacs)

Repayment of loans 28,421.44

Repayment of loans received after 24,300.00 launch of the Rights Issue

General Corporate Purpose/ 19,720.37

Acquisition of Consumer Premises 26,000.00 Equipment (CPE)

Right Issue Expenses 544.52

Total 98,986.33

The half yearly Monitoring Reports issued by IDBI Bank Limited, the Monitoring Agency of the Company, containing deviation from the original proposed expenditure plan and in accordance with the approved revised plan was recorded by the Audit Committee and the Board at their respective meetings and necessary compliance in this regard had been carried out.

GLOBAL DEPOSITORY RECEIPT

The Global Depository Receipt (''GDR'') Offer of the Company for 117,035 GDRs at a price of US $ 854.50 per GDR, each GDR representing 1,000 fully paid equity shares of the Company were fully subscribed by Apollo India Private Equity II (Mauritius) Limited. The underlying shares against each of the GDRs were issued in the name of the Depository - Deutsche Bank Trust Company Americas. As on March 31, 2014, 85,035 GDRs have remained outstanding, the underlying shares of which forms part of the existing paid up capital of the Company.

The manner of utilization of GDR proceeds as on March 31, 2014 is as under:

Particulars Amount (Rs. In Lacs)

Acquisition of FA including CPE 7,669.88

GDR Issue Expenses 344.63 Advance Against Share Application

Money given to erstwhile Subsidiary 56.14

Repayment of Bank Loans 755.22 Operation Expenses including interest payment bank charges, exchange fuctuation 21,819.05

Less: Interest earned-realized (439.94)

Balance with Non-Scheduled Bank 25,443.97

Total 55,648.95

EMPLOYEE STOCK OPTION SCHEME

In compliance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as amended from time to time, your Board had authorized the Nomination and Remuneration Committee (formerly ''Remuneration Committee'') to administer and implement the Company''s Employees Stock Option Scheme (ESOP – 2007) including deciding and reviewing the eligibility criteria for grant and /or issuance of stock options to the eligible Employees / Independent Directors under the Scheme. Further, your Board has also constituted an ESOP Allotment Committee to consider, review and allot equity shares to the eligible Employees / Independent Directors exercising the stock options under the Employee Stock Option Scheme (ESOP – 2007) of the Company.

During the period under review, the Nomination and Remuneration Committee (formerly ''Remuneration Committee'') of the Board granted 380,650 stock options to the eligible Employees / Independent Directors as per the ESOP – 2007 of the Company. The ESOP Allotment Committee of the Board, during the year, issued and allotted 69,590 fully paid equity shares, upon exercise of the stock options by eligible Employees / Independent Directors under the ESOP – 2007.

Applicable disclosures relating to Employees Stock Options as at March 31, 2014, pursuant to Clause 12 (Disclosure in the Directors'' Report) of the SEBI (Employees'' Stock Option Scheme and Employees'' Stock Purchase Scheme) Guidelines, 1999, as amemded from time to time, are set out in the Annexure to this Report.

A certifcate to the effect that the ESOP – 2007 Scheme of the Company has been implemented in accordance with the SEBI Guidelines and as per the resolution passed by the members of the Company authorizing issuance of the said ESOPs, as prescribed under Clause 14 of the said Guidelines, has been issued by the Statutory Auditors of the Company. The said certifcate shall be available for inspection at the Annual General Meeting of the Company and a copy of the same shall be available for inspection at the Registered office of the Company.

PUBLIC DEPOSITS AND LOAN / ADVANCES

During the year under review, your Company has not accepted any Deposits under Section 58A and Section 58AA of the Companies Act, 1956 read with Companies

(Acceptance of Deposits) Rules, 1975. Pursuant to Clause 32 of the Listing Agreement, the particulars of loans / advances given to Subsidiary Companies have been disclosed in the Financial Statements of the Company.

CORPORATE GOVERNANCE

Corporate Governance is not just a destination but a journey to constantly improve sustainable value creation. Your Company firmly believes that maintaining the highest standards of Corporate Governance is imperative in its pursuit of leadership in the Direct to Home (''DTH'') business. Your Company continues to focus its resources, strengths and strategies to achieve its vision of becoming true global leader in DTH Industry. Your Company further believes that a sound, transparent, ethical and responsible Corporate Governance framework essentially emanates from the intrinsic will and passion for good governance ingrained in the organization. This is ensured by taking ethical business decisions and conducting the business with a firm commitment to values, while meeting Shareholders'' expectation. Your Company considers it an inherent responsibility to disclose timely and accurate information and places high emphasis on best business practices and standards of governance.

Your Company seeks to align and synergize the Corporate Governance norms prescribed by various regulatory bodies with a view to adopt best governance practices leading to sustained growth of your Company embracing the inclusive growth and long term benefits for all its Stakeholders and the economy as a whole. Your Company has been constantly reassessing and benchmarking itself with well-established Corporate Governance practices.

The Company is in compliance of all mandatory requirements regarding Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s). For the fiscal year ending 2014, the compliance report is provided in the Corporate Governance section of the Annual Report. A certifcate issued by the Statutory Auditors of the Company on compliance of the conditions of Corporate Governance stipulated in Clause 49 of the Listing Agreement with the Stock Exchange(s) forms part of the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Statement for the year under review as provided under Clause 49 of the Listing Agreement with the Stock Exchanges is separately attached hereto and forms a part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

As part of the Essel Group, your Company has at a unifed and centralized level, put in place a Corporate Social Responsibility (CSR) policy which is based on a belief that a business cannot succeed in a society that fails and therefore it is imperative for business houses, to invest in the future by taking part in social-building activities.

AWARDS AND ACHIEVEMENTS

During the year, your Company was voted as the ''Most Attractive DTH Brand'' in the TRA''s (Trust Research Advisory) report of ''India''s Most Attractive Brand 2013'' and also as the ''Most Trusted Brand'' by Trust Research Advisory (TRA) in their report ''Brand Trust Report – 2014''.

RATINGS

CRISIL, a Credit Rating Agency, has during the year under review assigned ''CRISIL A- / Stable (Assigned)'' rating to the New Banking Facilities of the Company.

CARE (Credit Analysis and Research Limited), a Credit Rating Agency has revised the rating of Long- Term Bank Facilities of the Company from ''CARE BBB (Triple B)'' to ''CARE A- (Single A minus)''. The revision in standalone rating of the Company factors in comfortable debt coverage metrics (Total Debt / GCA & Interest coverage ratio), availability of large unencumbered deposits (cash) to meet any contingencies and strong parentage.

POSTAL BALLOT

During the year under review, your Company sought the approval of the Shareholders on the following matters, vide Postal Ballot Notice dated February 14, 2014.

- Special Resolution under Section 372A of the Companies Act, 1956 to approve making loans / investments or giving guarantee or providing any security, for an additional amount of Indian Rupees 30 Crores, the aggregate amount of loans / investments / guarantees not exceeding Indian Rupees 100 Crores, in Dish T V Lanka (Private) Limited over and above the limits prescribed under the said Section.

- Special Resolution under Section 372A of the Companies Act, 1956 to approve making an

initial investment of upto Indian Rupees 1 lakh for acquiring / investing through purchase / transfer, the entire share capital of Xingmedia Distribution Private Limited over and above the limits prescribed under the said section.

The said Postal Ballot Notice along with Postal Ballot Form and Business Reply Envelopes were duly sent to the Shareholders of your Company and your Company also offered E-Voting facility as an alternate option for voting by the Shareholders, which enabled them to cast their votes electronically, instead of Physical Postal Ballot Form. The result on the voting conducted through Postal Ballot process was declared on March 24, 2014.

The procedure prescribed under Section 192A of the Companies Act, 1956 and notifed applicable provisions of Companies Act, 2013 read with the Companies (Passing of the Resolution by Postal Ballot) Rules, 2011 was adopted for conducting the Postal Ballot.

Further, details related to the Postal Ballot procedure adopted, voting pattern and result thereof have been provided under the General Meeting Section of ''Report on Corporate Governance''.

DIRECTORS

In terms of the Articles of Association of the Company and the applicable provisions of the Companies Act, 1956, Mr. Mintoo Bhandari, Non-Executive Nominee Director is liable to retire by rotation at the ensuing Annual General Meeting. Your Board recommends the re-appointment of Mr. Mintoo Bhandari, as a Director liable to retire by rotation, in terms of the applicable provisions of the Companies Act, 2013.

In terms of provisions of the Companies Act, 2013, the office of the Independent Directors shall not be liable to retire by rotation. Accordingly, Mr. B. D. Narang, Mr. Arun Duggal, Mr. Lakshmi Chand and Mr. Eric Louis Zinterhofer, ''Non-Executive & Independent Directors'' of the Company, whose office are liable to retire by rotation, under the erstwhile provisions of the Companies Act, 1956 have been proposed to be appointed as Independent Directors of the Company whose office would not be liable to retire by rotation, in terms of the provisions of Section 149, 150 and 152, Schedule IV of the Companies Act, 2013, for a term of 3 (three) consecutive years with effect from the conclusion of 26th Annual General Meeting upto the conclusion of 29th Annual General Meeting of the Company to be held in the calendar year 2017.

The Board has received declarations from all the ''Independent Directors'' of the Company confirming that they meet with the criteria of Independence, as prescribed under Section 149 of the Companies Act, 2013. Further, your Board has also evaluated and opined that the ''Independent Directors'' of the Company fulfl the conditions specified in the Companies Act, 2013 and the rules made thereunder and are Independent. Thus the Board recommends their appointment as Independent Directors on the Board of the Company.

Details of the proposal for the appointment of above Directors is mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the Annual General Meeting. Brief resume and details of Directors proposed to be appointed / re- appointed at the ensuing Annual General Meeting are included in the Corporate Governance Report.

AUDITORS

The Statutory Auditors B S R & Co. LLP, Chartered Accountants, Gurgaon, having Registration No .101248W/ W-100022, have expressed their unwillingness to be reappointed as the Statutory Auditor of the Company. The Board, on recommendation of the Audit Committee, has proposed to the members, the appointment of Walker Chandiok & Co LLP, Chartered Accountants, New Delhi (Firm Registration No. 001076N/N-500013) as the Statutory Auditor of the Company for a period of 3 years, i.e., from the conclusion of 26th Annual General Meeting until the conclusion of 29th Annual General Meeting to be held in the calendar year 2017 and also to fix their remuneration.

Your Company has received confirmation from Walker Chandiok & Co LLP, Chartered Accountants, New Delhi, to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and that they satisfy the criteria specified in Section 141 of the Companies Act, 2013 read with Companies (Audit & Auditors) Rules 2014.

AUDITOR''S REPORT

The response to the matter of Emphasis laid down by the Auditors in the Audit Report and the Annexure thereto is as under:

The response to Serial No. 5 (a) of the Auditors report and Serial No. (x) of the Anneuxre to the Audit Report - The Company holds a DTH license from Government of India and the DTH business necessitates long gestation period. Being frst mover, the Company has incurred huge cost on establishment and awareness of the product, brand building on a pan India basis. The Management is fully seized of the matter and is of the view that going concern assumption holds true and that the Company will be able to discharge its liabilities in the normal course of business since the Company holds sanctioned loan facilities from banks and would meet the debt obligations on due dates. The Company also has positive operating cash flows and the loss is also reducing gradually.

The response to Serial No. 5(b) and 5(c) of the Auditors report is- The Company has been recognizing the initial activation fee received from the subscribers over a period ranging from 3 years to 5 years based on the time period and nature of scheme under which the connection of the subscriber was activated. However, the cost incurred in procurement, installation and activation of the Consumer Premises Equipment (CPE) is higher than the amount realized from the subscribers. To this extent, there was a mismatch in the total cost incurred upto the time of activation of the connection at the customers end and the initial revenue realized by the Company. In order to give a fair representation of the transaction & matching the cost leading upto installation, a change in revenue recognition policy was adopted by the Management. This will result in a true and fair view of the underlying business transaction.

The response to Serial No.(ix)(a) of the Annexure to the Audit Report is- The Company has to pay the Entertainment Tax in various states individually and the Entertainment Tax regime is ever evolving with each state making changes in the Entertainment Tax regime. The delays were on account of procedural issues which have been taken care of and the amounts have been subsequently paid to the authorities

The response to Serial No. (xvii) of the Annexure to the Audit Report is - The Company needs to procure CPE for installation at the end of subscriber. The same is treated as Fixed asset and depreciated over a period of 5 years. The funds borrowed for this purpose is relatively of shorter duration and hence prima facie, the short term funds are used for long term purpose.

AUDIT COMMITTEE RECOMMENDATION

During the year there was no such recommendation of the Audit Committee which was not accepted by the Board.

COST AUDIT

In compliance with the Companies (Cost Audit Report) Rules, 2011 and Cost Accounting Records (Telecommunication Industry) Rules, 2011 issued by the Central Government, your Company had appointed Chandra Wadhwa & Co., Cost Accountants (Membership Number – 6797), as the Cost Auditor for the Financial Year 2013-14. The Cost Auditors'' Report for the Financial Year 2013-14 will be forwarded to the Central Government on or before September 30, 2014.

Pursuant to Companies (Cost Records and Audit) Rules, 2014 dated June 30, 2014 issued by the Ministry of Corporate Affairs, there is no further requirement of appointment of Cost Auditors for Company providing Broadcasting Services and accordingly your Company is from now onwards exempt from appointing Cost Auditors.

RISK MANAGEMENT SYSTEM & INTERNAL CONTROL SYSTEMS

Your Company has an effective internal control and risk mitigation system, which is constantly assessed and strengthened with new / revised standard operating procedures and which ensures that all the assets of the Company are safeguarded and protected against any loss and that all the transactions are properly authorized and recorded. The Company has laid down procedures to inform Audit Committee and Board about the risk assessment and mitigation procedures, to ensure that the management controls risk through means of a properly Defined framework. This internal control systems of your Company ensures that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized, recorded and reported correctly.

An extensive program of internal audits and management reviews supplements the process of internal control. Properly documented policies, guidelines and procedures are laid down for this purpose. The internal control system has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets.

The Company also has an Audit Committee, presently comprising of 4(four) Non-Executive professionally qualifed Directors, who along with Management team, interact with the Statutory Auditors, Internal Auditors, Cost Auditors and Auditees in dealing with matters within its terms of reference. The Committee inter alia deals with accounting matters, Financial Reporting and Internal Controls which also periodically reviews the Risk Management Process.

COMPANIES ACT, 2013

During the current Financial Year the Companies Act, 1956 has been replaced by newly enacted Companies Act, 2013 and became applicable from April 1, 2014.

The Ministry of Corporate Affairs, Government of India vide its Circular 08/2014 dated April 4, 2014 notifed that the Financial Statements (and documents attached thereto), Auditor''s Report and Board''s Report in respect of the financial years that commenced earlier than April 1, 2014 shall be governed by the relevant provisions / schedules / rules of the Companies Act, 1956. Accordingly, the Financial Statements and the Director''s Report has been prepared as per the applicable provisions of the Companies Act, 1956.

Your Company has been regular in keeping pace with the fast changes introduced by the Companies Act, 2013 and initiated necessary actions accordingly. Some of the important initiatives taken by your Company are as under:

a) Reconstitution of the Board and the Committees thereof;

b) Revision of the terms of reference of the Board Committees;

c) Designation of Key Managerial Personnels;

d) Setting up of Vigil Mechanism;

e) Constitution of Corporate Social Responsibility Committee;

f) Recommendation for the Appointment of the Independent Directors, not liable to retire by rotation, who satisfy the criteria enumerated in Companies Act, 2013;

g) Providing E-Voting facility to Members to vote on the resolutions of General Meeting and Postal Ballot.

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 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are not applicable.

However the information, as applicable, are given hereunder:

Conservation of Energy:

Your Company, being a service provider, requires minimal energy consumption and every endeavor is made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible.

Technology Absorption:

In its endeavor to deliver the best to its viewers and business partners, your Company is constantly active in harnessing and tapping the latest and best technology in the industry.

Foreign Exchange Earnings and Outgo:

Particulars of foreign currency earnings and outgo during the year are given in Note no. 30, 31 and 32 to the notes to the Accounts forming part of the Annual Accounts.

HUMAN RESOURCE MANAGEMENT

The Company is committed to nurturing, enhancing and retaining talent through superior learning & Organization Development interventions. Long term development of human capital and strategic employment of retention tools is at the core of your Company''s strategy. Your Company believes that its Employees are the most valuable assets and vital for the sustained growth of the Company. We at Dish TV, encourage innovation, meritocracy and the pursuit of excellence by setting up robust recruitment and human resource management policies. The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business.

The Company has a structured induction process at all locations and management development programs to upgrade skills of mangers. Objective appraisal systems based on Key Result Areas (KRAs) are in place for employees of the Company.

The Management of your Company aims at developing such strategies that not only promise attraction of best talent in your Company but also ensures their retention by building trust and instilling devotion in the employees at all levels. Your Company aims to incorporate the planning and control of manpower resource into the corporate level plans so that all resources are used together in the best possible combination.

PARTICULARS OF EMPLOYEES

As on March 31, 2014, the total numbers of employees on the records of the Company were 947. The information required under Section 217(2A) of the Companies Act, 1956 (''Act'') read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time, is required to be set out in an annexure to this report. However, in terms of Section 219(1)(b) of the Act, the Annual Report is being sent to the Shareholders excluding the aforesaid annexure. Any Shareholder interested in obtaining copy of the same, may write to the Company Secretary at the Corporate office of the Company. None of the employees, except Mr. Jawahar Lal Goel, Managing Director, mentioned in the said list are related to any Director of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of and pursuant to Section 217(2AA) of the Companies Act, 1956, as amended from time to time, in relation to the Annual Financial Statements for the Financial Year 2013-14, your Directors confirm the following:

a) That in the preparation of the Financial Statements for the year ended March 31, 2014, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) That the Accounting Policies have been selected and 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, 2014, and of the profit or loss of the Company for the year ended on that date;

c) That proper and suffcient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) That the Annual Accounts for the year ended March 31, 2014 have been prepared on a going concern basis.

INDUSTRIAL OPERATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across the organization.

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Company''s objectives, projections, estimates and expectations, may constitute ''forward looking statements'' within the meaning of applicable laws and regulations and actual results might differ.

ACKNOWLEDGEMENT

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Central and State Governments, the Ministry of Information and Broadcasting (''MIB''), the Department of Telecommunication (''DOT'') and Foreign Investment Promotion Board (''FIPB''), Ministry of Finance, the Telecom Regulatory Authority of India (''TRAI''), the Stock Exchanges - and other stakeholders including viewers, vendors, bankers, investors, service providers as well as other regulatory and government authorities.

Your Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued stakeholders.

For and on behalf of the Board

Jawahar Lal Goel B D Narang

Managing Director Director

DIN: 00076462 DIN: 00038052

Place: Noida

Date : August 26, 2014


Mar 31, 2013

To the Members,

The Directors are pleased to present the Twenty Fifth (25th) Annual Report together with the Audited Statement of Accounts of the Company for the Financial Year ended March 31, 2013.

FINANCIAL RESULTS

The Financial Performance of your Company for the year ended March 31, 2013 is summarized below:

(Rs./Thousand)

Particulars Year ended Year ended March 31, 2013 March 31, 2012

Sales & Services 21,668,050 19,578,236

Other Income 511,952 578,706

Total income 22,180,002 20,156,942

Total Expenses 23,431,940 21,745,440

Profit/(Loss) before Tax (1,251,938) (1,588,498)

Provision for Taxation (net) - -

Profit/(Loss) after Tax (1,251,938) (1,588,498)

Exceptional items 594,442 -

Profit/(Loss) for the Year (657,496) (1,588,498)

Add: Balance brought forward (17,522,920) (15,934,422)

Amount available for appropriations (18,180,416) (17,522,920)

Appropriations :

Dividend Nil Nil

Tax on Dividend Nil Nil

General Reserve Nil Nil

Balance Carried Forward (18,180,416) (17,522,920)

DIVIDEND

Your Directors have not recommended any dividend on the equity shares of the Company for the year under review.

BUSINESS OVERVIEW

The year under review continued to bring strength to your Company with constant acquisition of Subscribers and the Digitization yielding expected results. The Broadcasting and Distribution Industry gained momentum in the year under review with large number of HD Channels becoming available to the consumers. Over the years, Dish TV has carved a niche for itself on account of its adaptability to the state of the art technology, variety of content, affordable offerings and quick response to the consumers. Dish TV is aiming at growth in revenue and subscriber base inter alia on account of provision of customer oriented support service, highest number of Hi-Definition channels & services, premium on demand services for niche content and latest international movie channels.

The favorable demographic pattern and constant rise in the net disposable income is also driving major change in the Media and Entertainment Industry, more particularly, the ever growing pay TV Industry. The quality and veracity of contents is also improving with the increased demand, desire and expectations of the consumers. The rise in education level and increased expectations mainly because of the access to international media, internet and social networking platforms is also driving the Industry. The consumer of today is more evolved, tech savvy, broadband oriented and is willing to go places to satiate his demand for content. Fortunately, Indian Broadcast Industry has moved in tandem with such change in the consumer behavior.

The Government of India is participating actively in the overall digitization process pushing the entire category towards achieving the objective of complete digitization. The wide buzz and noise created by the stakeholders of media Industry has helped the cause, however the digitization process needs to grow faster to accomplish the desired aim.

The year gone by has been the most opportunistic and challenging for the Digital Broadcast Industry. The mandate of digitization set open a gigantic market of analog users waiting to get digitized across top 42 cities. Aggressive play by digital cable systems was witnessed wherein Direct-to-Home (''DTH'') clearly went on establishing itself as the most preferred choice for digital viewing of pay television content.

Out of the approximately 60 Mn installed base of digital connections, substantial number of connections have become part of the DTH category. Dish TV strategy was encompassed keeping in mind these challenges as well as maximizing the opportunity for DTH, presented by the Digital Addressable Systems (''DAS'') mandate of the Government of India. To spearhead the DTH advantage, Dish TV with a well crafted insight re-positioned the brand in the space of passion for entertainment; tapping into consumers who are passionate about their dose of entertainment and establish Dish TV as an endpoint for all TV entertainment needs.

With consumers seeking maximum value for their money, the Company brought forth unparalleled offerings in form of lucrative entry offers, schemes like 70 channels free for Lifetime, cash back offers to ensure best competitive advantage. Carrying forward the spirit of innovation and leadership, Dish TV unveiled its Standard Definition Box with Recorder, thus redefining the recorder category.

The Company with focused enhancement in the pillars of Content, Service and Technology continued to gain significant edge over the competition prevailing in the DTH Industry. To ensure maximum coverage and visibility around the digitization wave, incremental steps were made on ground and in-shops. Dish TV carried expansion in service infrastructure across India to cater to the massive demand and providing quick service support to the customers.

With a robust sales and distribution network, Dish TV ensured strong foothold in retail outlets combined with an All India Service Network. In a service driven Industry, it is also pivotal for a Company to enhance the existing subscriber experience by constantly designing and offering services that match their dynamic needs. The strategy was to position Dish TV as a service led brand with the objective of meeting customer delight. With this endeavor, the Company introduced an exclusive Dish delight program to recognize its valuable subscriber base and benefit them with unique privileges such as Free relocation, Free upgrade, Express queue etc.

The challenges to the DTH Industry includes successful implementation of the Digitization process in phased manner, availability of satellite capacity due to ever rising demand of the content, competitive intensity, reasonable growth in Average Revenue Per User (''ARPU'') and reasonable taxation structure.

SUBSIDIARY OPERATIONS SUBSIDIARY IN SINGAPORE

During the year under review, the name of Dish TV Singapore Pte. Limited, which was your Company''s Wholly Owned Subsidiary (''WOS'') in Singapore, was changed to Digital Network Distribution Pte. Limited on March 12, 2013.

Further, upon approval of the Board, the shareholding of your Company in Digital Network Distribution Pte. Ltd. (earlier known as Dish TV Singapore Pte. Ltd.) was divested consequent to which Digital Network Distribution Pte. Ltd. has ceased to be Subsidiary of your Company with effect from April 1, 2013. The said divestment was carried out in accordance with the provisions of Foreign Exchange Management (Transfer or issue of any Foreign Security), Regulations, 2004 and other applicable guidelines.

SUBSIDIARY IN SRI LANKA

During the year under review, your Company, upon the approval of Board of Directors, incorporated a Joint Venture (''JV'') Company with Satnet (Private) Limited, a DTH license holder in Sri Lanka, in the name and style of Dish T V Lanka (Private) Limited on April 25, 2012 with a paid up share capital of 1 million Sri Lankan Rupees. Your Company holds 70% in the JV Company and Satnet (Private) Limited holds 30% in the said JV Company. Your Company and Satnet (Private) Limited had entered into a JV agreement on April 24, 2012.

The Ministry of Corporate Affairs, Government of India had allowed general exemption to Companies from complying with Section 212 (8) of the Companies Act, 1956, provided such companies publish the audited Consolidated Financial Statements in the Annual Report. Your Board has decided to avail the said general exemption from applicability of provisions of Section 212 of the Companies Act, 1956, and accordingly, the Annual Accounts of the Subsidiaries of the Company as on March 31, 2013 viz. Digital Network Distribution Pte. Ltd. and Dish TV Lanka (Private) Limited are not being attached with the Annual Report of the Company and the specified financial highlights of these Subsidiary Companies are disclosed in the Annual Report, as part of the Consolidated Financial Statements of the Company. The audited Annual Accounts and related information of the Subsidiaries will be made available, upon request and shall also be open for inspection at the Registered Office of the Company, by any Shareholder.

As required under the Accounting Standard AS 21 - ''Consolidated Financial Statements'', issued by the Institute of Chartered Accountants of India (''ICAI'') and applicable provisions of the Listing Agreement with the Stock Exchange(s), the Financial Statements of the Company reflecting the Consolidation of the Accounts of its subsidiaries to the extent of equity holding in these Companies are included in this Annual Report.

HOLDING COMPANY

During the year under review, Direct Media Distribution Ventures Private Limited ceased to be the Holding Company of your Company. As on March 31, 2013, Direct Media Distribution Ventures Private Limited holds 48,17,86,397 fully paid up equity shares (aggregating to 45.24% of the share capital) of your Company.

LISTING

Your Company''s fully paid equity shares continue to be listed and traded on BSE Limited (''BSE'') and the National Stock Exchange of India Limited (''NSE''). Both these Stock Exchanges have nation-wide terminals and hence facilitates the shareholders/investors of the Company in trading the shares. The Global Depository Receipts (''GDR'') of the Company are listed on the Luxembourg Stock Exchange. The Company has paid annual listing fee for the Financial Year 2013-14 to the Stock Exchanges and the annual custody fees to National Securities Depository Limited (''NSDL'') and Central Depository Services (India) Limited (''CDSL''), the Depositories of the Company.

SHARE CAPITAL

Upon the approval of the Shareholders, your Company increased its Authorized Share Capital from Rs. 135,00,00,000/- (Rupees One Hundred and Thirty Five Crores Only) divided into 135,00,00,000 Equity Shares of Rs. 1/- each to Rs. 150,00,00,000/- (Rupees One Hundred and Fifty Crores Only) divided into 150,00,00,000 Equity Shares of Rs. 1/- each on November 26, 2012. Your Company has made necessary filings and applications to the statutory authorities in this regard and requisite approvals have been received.

During the year, your Company issued and allotted 461,300 equity shares upon exercise of Stock Option by the Employees/Independent Directors of the Company pursuant to Employee Stock Option Scheme - 2007 (''ESOP - 2007'') of the Company and these shares were duly admitted for trading on NSE and BSE.

During the Financial Year 2008-09, your Company had come up with Rights Issue of 518,149,592 equity shares of Rs. 1 each, issued at Rs. 22 per share (including premium of Rs. 21 per share), payable in three installments. Upon receipt of valid first and second call money, during the year under review, the Company converted 459,308 equity shares from 0.50 paid up to 0.75 paid up and 2,499,507 equity shares from 0.75 paid up to fully paid up.

Pursuant to the issue of further equity shares under ESOP and subsequent to conversion of partly paid equity shares, the paid up capital of your Company during the year has increased from Rs. 1,064,423,875 comprising of 1,061,701,440 equity shares of Rs. 1 each, fully paid up, 2,062,513 equity shares of Rs. 1 each, paid up Rs. 0.75 per equity share and 659,922 equity shares of Rs. 1 each, paid up Rs. 0.50 per equity share to Rs. 1,064,779,289.5 comprising of 1,064,662,247 equity shares of Rs. 1 each, fully paid up, 22,314 equity shares of Rs. 1 each, paid up Rs. 0.75 per equity share and 200,614 equity shares of Rs. 1 each, paid up Rs. 0.50 per equity share. As on March 31, 2013, the Company has not received the valid Second call on 22,314 partly paid equity shares and first and second call on 200,614 partly paid equity shares.

RIGHT ISSUE OF SHARES & UTILISATION OF PROCEEDS THEREOF

Out of the total Right Issue size of Rs. 113,992.91 Lakhs, the Company has received a sum of Rs. 113,959.03 Lakhs towards the Share Application and Call Money as at March 31, 2013, the details of which has been provided under the preceding heading.

The utilization of Rights Issue proceeds are placed before the Audit Committee of the Board on Quarterly and Annual basis. Further, the Company also provides the details of the utilization of Rights Issue proceeds to the Monitoring Agency on half yearly basis and furnishes the Monitoring Report to the Stock Exchanges.

The Board at its meeting held on May 28, 2009 approved to make changes in the manner of usage of right issue proceeds. The manner of utilization of rights issue proceeds as on March 31, 2013, is as under:

Particulars Amount (Rs. in Lacs)

Repayment of loans 28,421.44

Repayment of loans received after launch of the Rights Issue 24,300.00

General Corporate Purpose/ Operation Expenses 19,693.06

Acquisition of Consumer Premises 26,000.00 Equipment (CPE) including leased CPE

Issue Expenses 544.52

Total 98,959.03

The Eighth (8th) Monitoring Report for Half Year period, July 2012 - December 2012 containing deviation from the original proposed expenditure plan and in accordance with the revised plan was recorded by the Audit Committee and the Board at their respective meetings and necessary compliance in this regard had been carried out.

GLOBAL DEPOSITORY RECEIPT

The Global Depository Receipt (''GDR'') Offer of the Company for 117,035 GDRs at a price of US $ 854.50 per GDR, each GDR representing 1,000 fully paid equity shares of the Company were fully subscribed by Apollo India Private Equity II (Mauritius) Limited. The underlying shares against each of the GDRs were issued in the name of the Depository - Deutsche Bank Trust Company Americas. As on March 31, 2013, 85,035 GDRs have remained outstanding, the underlying shares of which forms part of the existing paid up share capital of the Company.

The manner of utilization of GDR proceeds as on March 31, 2013, is as under:

Particulars Amount (Rs. in Lacs)

Assets purchases including CPE 7,669.88

Issue Expenses 344.63

Advance to Subsidiary 56.14

Repayment of Bank Loans 755.22

Operation Expenses 21,819.05

Less: Interest Earned (439.94)

Bank Balances 22,266.15

Total 52,471.13

EMPLOYEE STOCK OPTION SCHEME

In compliance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as amended from time to time, your Board had authorized the Remuneration Committee to administer and implement the Company''s Employees Stock Option Scheme (ESOP - 2007) including deciding and reviewing the eligibility criteria for grant and/or issuance of stock options to the eligible Employees/Independent Directors under the Scheme. Further, your Board also constituted an ESOP Allotment Committee to consider, review and allot equity shares to the eligible Employees/ Independent Directors exercising the stock options under the Employee Stock Option Scheme (ESOP - 2007) of your Company.

During the period under review, the Remuneration Committee of the Board granted 141,450 stock options at Rs. 68.10/- per stock option to the eligible employee as per the ESOP - 2007.The ESOP Allotment Committee of the Board, during the year, issued and allotted 461,300 fully paid equity shares, upon exercise of the stock options by eligible Employees/ Independent Directors under the ESOP - 2007.

Applicable disclosures relating to Employees Stock Options as at March 31, 2013, pursuant to Clause 12 (Disclosure in the Directors'' Report) of the SEBI (Employees'' Stock Option Scheme and Employees'' Stock Purchase Scheme) Guidelines, 1999 are given as ''Annexure A'' to this Report.

A certificate to the effect that the ESOP - 2007 Scheme has been implemented in accordance with the SEBI Guidelines and as per the resolution passed by the members of the Company authorizing issuance of the said ESOP, as prescribed under Clause 14 of the said Guidelines has been issued by the Statutory Auditors of the Company. The said certificate shall be available for inspection at the Annual General Meeting of the Company and a copy of the same shall be available for inspection at the Registered Office of the Company.

PUBLIC DEPOSITS AND LOANS / ADVANCES

During the year under review, your Company has not accepted any Deposits under Section 58A and Section 58AA of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975. Pursuant to Clause 32 of the Listing Agreement, the particulars of loans/advances given to Subsidiary Companies have been disclosed in the Annual Accounts of the Company.

CORPORATE GOVERNANCE

Your Company continues to practice the principles of good Corporate Governance over the years and lays strong emphasis on transparency, accountability and integrity. Your Company believes that pursuing good Corporate Governance practices is indispensable for sustaining any business and generate long term value for all of its Stakeholders. The Corporate Governance practice in place at your Company has a holistic view with value based governance aiming at and committed towards corporate social upliftment and social responsibility.

Your Company has documented internal governance policies and put in place a formalized system of Corporate Governance which sets out the structure, processes and practices of governance within the Company and serves as a guide for day to day business and strategic decision making in your Company.

Your Company is committed to benchmarking itself with global standards for providing good Corporate Governance. It has put in place an effective Corporate Governance System which ensures that the provisions of Clause 49 of the Listing Agreement are duly complied with. The Board has also evolved and adopted a Code of Conduct based on the principles of Good Corporate Governance and best management practices being followed globally.

Based on ''Corporate Governance Voluntary Guidelines 2009'' issued by the Ministry of Corporate Affairs in December 2009, your Company has in place a Nomination Committee to inter-alia evaluate the current process of nominating / appointing Directors on the Board of the Company, formulating guidelines for evaluation of candidature of individuals for nominating and/or appointing as Director etc.

A separate detailed report on Corporate Governance pursuant to requirement of Clause 49 of the Listing Agreement together with Certificate issued by the Statutory Auditors of the Company on compliance of the same forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Statement for the year under review as provided under Clause 49 of the Listing Agreement with the Stock Exchanges in India is separately attached hereto and forms a part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (''CSR'') is at the core of your Company''s vision and mission which is achieved by focusing on the interest of the employees, customers and shareholders of your Company and the society at large. Your Company continues to strive for sustainability in its operations by promoting integration of CSR into the business strategy as well as its everyday functioning. Your Company aims at managing its business processes in such a way so as to produce an overall positive impact on the society.

As part of the Essel Group of Companies, your Company has at a unified and centralized level, put in place a Corporate Social Responsibility (CSR) policy which is based on a belief that a business cannot succeed in a society that fails and therefore it is imperative for business houses, to invest in the future by taking part in social-building activities.

During the year under review, Essel Group continued to support cause of Ekal Vidyalaya Foundation, an NGO that works to bring about basic literacy and health awareness amongst the tribal and rural population of India; Global Vipassana Foundation which helps propagate Vipassana, the non-sectarian rational process of self-purification with the aim of bringing about peace both within the individual and the society in general; and Global Foundation for Civilizational Harmony, a body which aims to create a peaceful and harmonious society.

POSTAL BALLOT

During the year under review, your Company sought the approval of the Shareholders on the following matters, vide Postal Ballot Notice(s) dated August 9, 2012 and October 18, 2012. The said notices along with Postal Ballot Form and Business Reply Envelopes were duly sent to the Shareholders of your Company and your Company also offered E-Voting facility as an alternate option for voting by the Shareholders, which enabled them to cast their votes electronically, instead of Physical Postal Ballot Form. The results on the voting conducted through Postal Ballot process were declared on October 17, 2012 and November 26, 2012 respectively.

I. Resolutions passed on October 17, 2012 vide Postal Ballot Notice dated August 9, 2012

Resolution 1 - Alteration of the ''Other Objects'' clause of Memorandum of Association of the Company.

Resolution 2 - Re-Appointment of Mr. Jawahar Lal Goel as the Managing Director of the Company.

Resolution 3 - Consent under Section 314(1B) of the Companies Act, 1956 for revision in remuneration and terms of appointment of Mr. Gaurav Goel.

Resolution 4 - Approval pursuant to Section 372A of the Companies Act, 1956.

II. Resolutions passed on November 26, 2012 vide Postal Ballot Notice dated October 18, 2012

Resolution 1 - Increase of Authorised Share Capital of the Company and consequent change in Clause V of the Memorandum of Association of the Company relating to Share Capital.

Resolution 2 - Amendments to Articles of Association of the Company.

Resolution 3 - Increase In Foreign Investment Limits.

Resolution 4 - Raising of Funds through further Issue of Securities.

The procedure prescribed under Section 192A of the Companies Act, 1956, read with the Companies (Passing of the Resolution by Postal Ballot) Rules 2011, was adopted for both the Postal Ballots.

Further, details related to the Postal Ballot procedure adopted, voting pattern and results thereof have been provided under the General Meeting Section of Corporate Governance Report.

DIRECTORS

During the year under review, Dr. Pritam Singh, Independent Non-Executive Director of your Company and Mr. Sanjay Hiralal Patel, Alternate Director to Mr. Mintoo Bhandari (Non-Executive Nominee Director) ceased to be the Directors of your Company due to their resignation from the Board with effect from October 1, 2012 and October 18, 2012 respectively.

Also, Mr. Utsav Baijal was appointed as Alternate Director to Mr. Mintoo Bhandari with effect from October 18, 2012.

In accordance with the provisions of Companies Act, 1956, Mr. Subhash Chandra, Non-Executive Director and Mr. Eric Zinterhofer, Independent Non-Executive Director, will retire by rotation at the ensuing Annual General Meeting of your Company and being eligible, have offered themselves for re-appointment. Your Board has recommended their re-appointment in the overall interest of your Company.

A brief resume, nature of expertise, details of directorship in other Indian Public Limited Companies, of the Directors proposing their re-appointment, along with their shareholding in the Company as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is included in the Report on Corporate Governance forming part of this Annual Report.

AUDITORS

The Statutory Auditors M/s B S R & Co., Chartered Accountants, Gurgaon, having Firm Registration No. 101248W, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

Your Company has received confirmation from the Auditors to the effect that (i) their re-appointment, if made would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956; (ii) that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act and (iii) they have been provided a valid certificate from the Peer Review Board of the Institute of Chartered Accountants of India (ICAI).

AUDITORS'' REPORT

The report of the Statutory Auditor of the Company contains qualification statement.

The response of the Management to the comment of the Statutory Auditor mentioned at serial number 4 of the Audit Report is as follows - The Lease rental is a financial transaction based on cost of fund, taxation and cash flow consideration. Depreciation is not directly linked with the lease period but it is more to do with life of the set top box, repair, maintenance and other service related issues. However, your Company has already put in place the process of charging depreciation and amortisation of lease rentals on Consumer Premises Equipment (''CPE'') in terms of the Accounting Standard - 19 from April 1, 2012. The lease rental and depreciation period is synchronised without any gap in recognition of both the items. Both of them are amortized/depreciated over a period of five years.

COST AUDIT

In compliance with The Companies (Cost Audit Report) Rules, 2011 and Cost Accounting Records (Telecommunication Industry) Rules, 2011 issued by the Central Government, your Company has re-appointed M/s Chandra Wadhwa & Co., Cost Accountants (Membership Number - 6797), as the Cost Auditor of your Company for carrying out the audit of cost accounts, cost records & cost statements and submission of Cost Audit Report & Compliance Report for the Financial Year 2012-13. The due date for submission of the Cost Audit Report and Compliance Report for the financial year 2012-13 is September 30, 2013.

For the Financial Year 2011-12, The Ministry of Corporate Affairs, Government of India vide its General Circular No. 2/2013 dated January 31, 2013 allowed the Companies to file their Cost Audit Report and Compliance Report for the Financial Year 2011-12 in extensible Business Reporting Language (''XBRL) mode, within 180 days from the close of the Financial Year or by February 28, 2013, whichever is later. In compliance with the same, your Company has duly submitted the Cost Audit Report along with requisite Annexures and attachments in XBRL mode with the Ministry of Corporate Affairs, Government of India on January 29, 2013.

Your Board, upon recommendation of the members of the Audit Committee, have approved the re- appointment of M/s Chandra Wadhwa & Co. as the Cost Accountant for the Financial Year 2013-14. M/s Chandra Wadhwa & Co. has furnished their consent, compliance certificate and affirmations pursuant to Sections 224(1B), 233B, 226(3) and 226(4) of the Companies Act, 1956.

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 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are not applicable.

However the information, as applicable, are given hereunder:

CONSERVATION OF ENERGY:

Your Company, being a service provider, requires minimal energy consumption and every endeavor is made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible.

TECHNOLOGY ABSORPTION:

In its endeavor to deliver the best to its viewers and business partners, your Company is constantly active in harnessing and tapping the latest and best technology in the Industry.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars of foreign currency earnings and outgo during the year are given in Note no. 30, 31 and 32 to the notes to the Accounts forming part of the Annual Accounts.

HUMAN RESOURCE MANAGEMENT

Long term development of human capital and strategic employment of retention tools is at the core of your Company''s strategy. Your Company believes that its Employees are the most valuable assets and vital for the sustained growth of the Company. We at Dish TV, encourage innovation, meritocracy and the pursuit of excellence by setting up robust recruitment and human resource management policies.

Your Company has young and vibrant team of highly qualified professionals at all levels.To retain and develop these employees, your Company has been working with an objective to enhance employee competence through various initiatives and maximizing employee contribution towards the organizational goals.

The Management of your Company aims at developing such strategies that not only promise attraction of best talent in your Company but also ensures their retention by building trust and instilling devotion in the employees at all levels. Your Company aims to incorporate the planning and control of manpower resource into the corporate level plans so that all resources are used together in the best possible combination. Pay revisions and other benefits are designed in such a way to compensate for good performance of the employees of your Company. Your Company has also put in place a feedback mechanism and has taken steps towards employee growth and sustaining high level of motivation amongst all.

PARTICULARS OF EMPLOYEES

Your Board wishes to extend its appreciation to all the employees of the Company for their contribution in the business of the Company during the year under review. The information required under Section 217(2A) of the Companies Act, 1956 (''Act'') read with the Companies (Particulars of Employees) Rules, 1975, is required to be set out in an annexure to this report. However, in terms of Section 219(1)(b) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid annexure. Any shareholder interested in obtaining copy of the same may write to the Company Secretary at the Corporate Office of the Company. None of the employees, except Mr. Jawahar Lal Goel, mentioned in the said list are related to any Director of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of and pursuant to Section 217(2AA) of the Companies Act, 1956, as amended from time to time, in relation to the Annual Financial Statements for the Financial Year 2012-13, your Directors confirm the following:

a) The Financial Statements have been prepared on a ''going concern'' basis and in such preparation the applicable Accounting Standards had been followed with proper explanation relating to material departures;

b) Accounting policies selected were applied consistently and the judgments and estimates related to the Financial Statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013, and of the profit or loss of the Company for the year ended on that date;

c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities; and

d) Adequate internal systems and controls are in place to ensure compliance of laws applicable to the Company.

INDUSTRIAL OPERATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of the employees have enabled your Company to remain at the leadership position in the Industry. It has taken various steps to improve productivity across the organization.

ACKNOWLEDGEMENT

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Central and State Governments, the Ministry of Information and Broadcasting (MIB''), the Department of Telecommunication (''DOT'') and Foreign Investment Promotion Board (''FIPB''), Ministry of Finance, the Telecom Regulatory Authority of India (''TRAI''), the Stock Exchanges - and other stakeholders including viewers, vendors, bankers, investors, service providers as well as other regulatory and government authorities.

Your Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued stakeholders.

For and on behalf of the Board Jawahar Lal Goel Arun Duggal

Managing Director Director

Place : Noida

Date : 23 May 2013


Mar 31, 2012

To the Members,

The Directors are pleased to present the Twenty Fourth (24th) Annual Report together with the Audited Statement of Accounts of the Company for the Financial Year ended March 31, 2012.

FINANCIAL RESULTS

The Financial Performance of your Company for the year ended March 31, 2012 is summarized below:

(Rs./Thousand)

Particulars Year ended Year ended March 31, 2012 March 31,2011

Sales & Services 19,578,236 14,365,518

Other Income 385,904 880,295

Total Income 19,964,140 15,245,813

Total Expenses 21,552,638 17,142,719

Profit/(Loss) before (1,588,498) (1,896,906) Tax

Provision for Taxation (net)

Profit/(Loss) after (1,588,498) (1,896,906) Tax

Profit/(Loss) for the (1,588,498) (1,896,906) Year

Add: Balance brought (15,934,422) (14,037,516) forward

Amount available for (17,522,920) (15,934,422) appropriations

Appropriations:

Dividend Nil Nil

Tax on Dividend Nil Nil

General Reserve Nil Nil

Balance Carried (17,522,920) (15,934,422) Forward

DIVIDEND

Your Directors have decided not to recommend any dividend for the Financial Year ended March 31, 2012.

BUSINESS OVERVIEW

The Indian Broadcasting Industry is going through an evolutionary phase. Limited number of channels and sub- standard picture quality has become a thing of the past.

Entertainment through satellite dish though a common phenomenon in the western world, was introduced in India by dishtv, which has brought about a sea-change in the Indian television market. The brand has changed consumer preferences and enhanced the standards of television viewership by offering digital picture quality with stereophonic sound and uninterrupted viewing of more than 400 channels and services. With value added services like Movie on Demand, Books Active, Active Games to name a few, owning a dishtv is more than just channel entertainment. Dishtv has left no stone unturned in providing outstanding services that has the viewers glued to their television screens.

The DTH industry consolidated its gain of last 5 years and continued the upward march in terms of customer acquisition, launch of new products, evolution of new technologies and wide variety of customer propositions in terms of acquisition & retention schemes. The industry added more than 10 Million subscribers during the period under review. The industry was quite ahead of the numbers acquired by the digital cable operators during this period.

Strong brand proposition, differentiated customer offerings, launch of new High Definition (HD) Channels and increase in the number of channel offering by the industry was the key highlights of the year gone by.

Despite intense competition, your Company was able to maintain its leadership position by virtue of having the maximum number of registered subscribers among all the DTH operators. Customer delight was the main theme of the year under review facilitated by door step services and wider reach.

In view of the growing appetite of the Indian consumers demanding more channels, your Company proactively contracted for a new satellite located in the vicinity of the existing satellite to augment the facility of High Definition channels along with conventional Standard Definition (SD) channels. During the year under review, your Company acquired additional transponders on the Asiasat 5 satellite thus increasing its total transmission bandwidth to 648 MHz from 432 MHz previously. The increased transponder capacity enabled your Company to increase its Standard Definition channel capacity to over 320 and High Definition capacity to over 30 which is substantially higher than any competing DTH operator in both HD as well as SD transmission. With the availability of additional capacity, your Company is far ahead of the competition in respect of satellite bandwidth for provision of additional channels and services to the subscribers. This will continue to be a differentiator and game changer in the months to come. During the year, your Company launched Niche channels like Khana Khazana, Ten Golf, MTune - HD etc. Your Company will continue to look for opportunities of similar nature to be ahead of the competition and create value for the Stakeholders.

The Digital Addressable Systems (DAS), a long awaited event for the development and growth of the cable and satellite sector, which has now been notified by the Government to become applicable in four phases will push the industry towards a new paradigm benefiting all the Stakeholders of the industry including the Broadcasters, Distributors, DTH operators, the Government and above all - the Consumers.

The DTH industry is expected to grow faster and stronger in the areas where DAS has been notified by the Government because of brand equity, execution strength, understanding of the consumer behavior, well established sales and distribution outlets, value proposition to the consumer and above all - best quality service at the door steps of the customers.

The year under review also saw the emergence of Advertisement sales as a new and growing revenue stream. In this segment, your Company established its presence, closing the financial year at a net revenue of Rs. 15.68 crores (FY 11 - 12), against last year's revenue of Rs. 5.65 crores, an increase of 178%. The brand count of advertisers on Dish TV increased by 279% with leading global brands / organizations such as Microsoft, Pepsi, Coca-Cola, P&G, HUL advertising on our platform. In fact, Dish TV was the only DTH platform in India where Microsoft launched its global Windows 7 campaign. The metrics based on advertisers and broadcasters requirements include CPT (cost per thousand), digital ratings and multiple case studies - all showcasing Dish TV as THE new medium to be present on.

Various innovations were experimented with, in this year the advertiser sponsored Free to Subscriber MOD (which saw an increase of almost 300% in orders in that period), the advertiser sponsored Open-to-all MOD format (reaching almost 77% of our base), default boot up screen, banners on the EPG, brand slugs on Buzz (the default landing channel), Red bug innovations on Buzz & MOD channels, sponsorship of free to subscriber and paid for by subscriber by leading advertisers, making broadcasters the default landing channel leading to an increase in digital ratings and many more, which have all been established as case studies to be monetized with more brands this year.

Your Company continued its efforts to bring value and additional features in its services. Your Company launched a High Definition Set Top Box with Digital Video Recoding facility with the facility of getting to record as much content as a subscriber wishes to. The launch of HD - DVR was a big stride in the direction of acquiring the largest HD subscriber base.

With deep market understanding and a well crafted consumer insight, entertainment as an interest was immaculately matched to the emotion of Passion. For every television lover, it is their endless passion for entertainment which makes them demand more content, best technology and superior experience. Some people go to any extent to catch their favorite dose of entertainment and dishtv, as a brand wants to target those thought leaders in the world of entertainment and uniquely positioned the brand to stand for Passion for entertainment i.e. Dish Sawaar Hai. With a first of its kind initiative in the industry, an all exclusive dishtv anthem communicates the passion and zeal of dishtv to its consumers across segments that are practically run by TV entertainment today. The brand is built around their commitment to provide the most technologically advanced products with the maximum content and excellent services that reflects the eminence of not only the market leader but a set of people behind dishtv who are thought leaders in the world of entertainment.

The key challenges in the future will be harnessing the opportunities created out of DAS regime, containing the cost of fund, steep taxation, satiate the ever increasing appetite for new content.

SUBSIDIARY OPERATIONS

During the year under review, Essel Business Processes Limited (earlier known as Integrated Subscriber Management Services Limited) ceased to be a subsidiary of your Company. For the purpose of enabling your Company to have enhanced focus on its core DTH operations so that it can expand customer base, raise revenue contributions through product innovations and provisions of various value added services, your Company divested its entire shareholding in Essel Business Processes Limited on June 1, 2011. Accordingly, Essel Business Processes Limited ceased to be a subsidiary of your Company from the date of transfer.

Subsidiary in Singapore

Your Company, on the approval of the Board of Directors, has incorporated a wholly owned subsidiary in Singapore under the name and style of "Dish TV Singapore Pte. Ltd." The said Company is engaged in providing DTH related service. The subsidiary company has been in operation since November 2011.

The Ministry of Corporate Affairs, Government of India, has allowed general exemption to Companies from complying with Section 212 (8) of the Companies Act, 1956, provided such companies publish the audited consolidated financial statements in the Annual Report. Your Board has decided to avail the said general exemption from applicability of provisions of Section 212 of the Companies Act, 1956, and accordingly, the Annual Accounts of the Subsidiary of the Company viz. Dish TV Singapore Pte. Ltd., for the financial year ended March 31, 2012 are not being attached with the Annual Report of the Company and the specified financial highlights of the said subsidiary company are disclosed in the Annual Report, as part of the Consolidated financial statements. The audited Annual Accounts and related information of the subsidiary will be made available, upon request and also be open for inspection at the Registered Office, by any Shareholder.

As required by the Accounting Standard AS - 21 issued by the Institute of Chartered Accountants of India and Listing Agreement with the Stock exchanged) the financial statements of the Company reflecting the Consolidation of the Accounts of its subsidiaries to the extent of equity holding of the Company in these Companies are included in this Annual Report.

Subsidiary in Sri Lanka

Your Company, on the approval of the Board of Directors, formed a Joint Venture Company with Satnet (Private) Limited, a DTH License holder in Sri Lanka, in the name and style of Dish T V Lanka (Private) Limited in Sri Lanka in April 2012. Your Company holds 70% of the share capital in the said Subsidiary Company and the balance 30% is being held by Satnet (Private) Limited. The Management is in the process of initiating the commercial operations of the Subsidiary Company.

HOLDING COMPANY

Direct Media Distribution Ventures Private Limited (earlier known as Dhaka Warriors Sports Private Limited), a Company incorporated in India and being a part of

Promoter Group, held 515,916,648 fully paid up equity shares (aggregating to 48.51 % of the paid up share capital) of your Company and it acquired additional 28,975,000 fully paid up equity shares of the Company on December 26, 2011. Consequent to such acquisition, its aggregate shareholding in the Company increased to 544,891,648 fully paid up equity shares i.e. 51.19% of the paid up share capital of the Company and thus Direct Media Distribution Ventures Private Limited became the Holding Company of your Company.

As on March 31, 2012, Direct Media Distribution Ventures Private Limited holds 637,212,260 fully paid up equity shares constituting 59.86% of the paid up share capital of the Company.

SHARE CAPITAL

During the year, your Company issued and allotted 447,340 fully paid equity shares upon exercise of Stock Options by the employees under the 'ESOP Scheme - 2007' of the Company.

During the Financial Year 2008-09, your Company had come up with Rights Issue of 51,81,49,592 equity shares of 7 1 each, issued at 7 22 per share (including premium of 7 21 per share), payable in three installments. Upon receipt of valid first and second call money, during the year under review, the Company converted 307,331 equity shares from 7 0.50 paid up to 7 0.75 paid up and 313,464 equity shares from 7 0.75 paid up to fully paid up.

Pursuant to the issue of further shares under ESOP and subsequent to conversion of partly paid shares, the paid up capital of your Company during the year has increased from 7 1062,975,747 comprising of 1060,940,636 equity shares of 7 1 each, fully paid up, 2,068,646 equity shares of 7 1 each - paid up 7 0.75 per share and 967,253 equity shares of 7 1 each - paid up 7 0.50 per share to 7 1064,423,875 comprising of 1061,701,440 equity shares of 7 1 each, fully paid up, 2,062,513 equity shares of 7 1 each - paid up 7 0.75 per share and 659,922 equity shares of 71 each - paid up 7 0.50 per share. As on March 31, 2012 the Company has not received the valid Second call on 2,062,513 partly paid shares and first and second call on 659,922 partly paid shares.

RIGHT ISSUE OF SHARES & UTILISATION OF PROCEEDS THEREOF

Out of the total Right Issue size of 7 113,992.91 Lakhs, your Company has received a sum of 7 113,722.32 Lakhs your Company has received a sum of Rs. 113,722.32 Lakhs towards the Share application and call money as at March 31, 2012, the details of which have been provided under the preceding heading.

The utilization of Rights Issue proceeds are placed before the Audit Committee on quarterly basis. The utilization is duly certified by the Statutory Auditors on half yearly & annual basis. Further, the Company also provides the details of the utilization of Rights Issue proceeds to the Monitoring Agency on half yearly basis and furnishes the Monitoring Report to the Stock Exchanges.

Your Board at its meeting held on May 28, 2009 approved to make change in the manner of usage of right issue proceeds. The manner of utilization of rights issue proceeds as on March 31, 2012, is as under:

Particulars Amount (Rs. In Lacs)

Repayment of loans 28,421.44

Repayment of loans received after launch of the 24,300.00 Rights Issue

General Corporate Purpose/Operational 19,407.28

Expenses

Acquisition of Consumer Premises Equipment 26,000.00

(CPE) including leased CPE

Issue Expenses 544.52

Total 98,673.24

The Sixth Monitoring Report for half year period, July 2011

- December 2011 containing deviation from the original proposed expenditure plan and in accordance with the revised plan was recorded by the Audit Committee and the Board at their respective meetings and necessary compliance in this regard had been carried out.

GLOBAL DEPOSITORY RECEIPT

The Global Depository Receipt (GDR) Offer of the Company for 117,035 GDRs at a price of US $ 854.50 per GDR, each GDR representing 1,000 fully paid equity shares of the Company were fully subscribed by Apollo India Private Equity II (Mauritius) Limited. The underlying shares against each of the GDRs were issued in the name of the Depository

- Deutsche Bank Trust Company Americas. As on March 31, 2012, 117,035 GDRs have remained outstanding, the underlying shares of which forms part of the existing paid up capital of the Company.

The manner of utilization of GDR proceeds as on March 31, 2012, is as under:

Particulars Amount (Rs. In Lacs)

Assets purchases including CPE 7,669.88

Issue Expenses 344.63

Advance to subsidiary 56.14

Repayment of Bank Loans 755.22

Operational Expenses 21,064.86

Less: Interest Earned (439.94)

Margin Money

Bank Balances 20,633.77

Total 50084.55

EMPLOYEE STOCK OPTION SCHEME

In pursuance of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, your Board had authorized the Remuneration Committee to administer and implement the Company's Employee Stock Option Scheme (ESOP - 2007) including deciding and reviewing the eligibility criteria for grant and /or issuance of stock options to the eligible employees / directors under the Scheme. Further, in view of the growing frequency of allotment of equity shares pursuant to exercise of stock options by eligible employees / directors, your Board constituted an ESOP Allotment Committee to consider, review and allot equity shares to the eligible Employees / Directors exercising the stock options under the Employee Stock Option Scheme (ESOP - 2007) of the Company.

During the period under review, your Company allotted 447,340 fully paid equity shares upon exercise of the stock options by eligible employee under the ESOP - 2007. During the year, your Board approved the grant of 125,000 shares to the eligible employees in pursuance to the ESOP - 2007. Applicable disclosures relating to Employees Stock Options as at March 31, 2012, pursuant to Clause 12 (Disclosure in the Directors' Report) of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are given as 'AnnexureA to this Report.

A certificate, as prescribed under Clause 14 of the said Guidelines, obtained from Statutory Auditors shall be available for inspection at the Annual General Meeting and a copy of the same shall be available for inspection at the registered office of the Company.

PUBLIC DEPOSITS AND LOANS / ADVANCES

During the year, your Company has not accepted any Deposits under Section 58A and Section 58AA of the Act, read with Companies (Acceptance of Deposits) Rules, 1975.

Pursuant to Clause 32 of the Listing Agreement, the particulars of loans/advances given to subsidiary have been disclosed in the Annual Accounts of the Company.

CORPORATE GOVERNANCE

Your Company has in place the best governance practice as laid down in Clause 49 of the Listing Agreement with the Stock Exchanges. Your Company has documented internal governance policies and put in place a formalized system of Corporate Governance which sets outs the structure, processes and practices of governance within the Company and serves as a guide for day to day business and strategic decision making in the Company.

Based on 'Corporate Governance Voluntary Guidelines 2009' issued by the Ministry of Corporate Affairs in December 2009, your Board at its meeting held on July 20, 2011 has constituted a Nomination Committee of your Board to inter- alia evaluate the current process of nominating / appointing Directors on the Board of your Company, formulating guidelines for evaluation of candidature of individuals for nominating and/or appointing as a Director etc.

Your Company is in compliance of all mandatory requirements regarding Corporate Governance as stipulated under Clause 49 of the listing agreement with the Stock Exchanged). For the Financial Year ending 2012, the Compliance Report is provided in the Corporate Governance section of the Annual Report. A certificate issued by the Statutory Auditors of the Company on compliance of the conditions of Corporate Governance stipulated in Clause 49 of the listing agreement with the Stock Exchanged) forms part of the Corporate Governance Report.

The report on Corporate Governance has been separately provided in this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Statement for the year under review as provided under Clause 49 of the Listing Agreement with the Stock Exchanges in India is separately attached hereto and forms a part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) is the continuing commitment by business to behave ethically and contribute to economic development while improving the quality of life of the workforce and their families as well as of the local community and society at large. Your Company aims at managing its business processes in such a way so as to produce an overall positive impact on the society. CSR is at the core of your Company's vision and mission which is achieved by focusing on the interest of the employees, customers and shareholders of the Company and the society at large.

As part of the Essel Group of Companies, your Company has at a unified and centralized level, put in place a Corporate Social Responsibility (CSR) policy which is based on a belief that a Business cannot succeed in a society that fails and therefore it is imperative for business houses, to invest in the future by taking part in social-building activities.

During the year under review, Essel Group continued to support cause of Ekal Vidyalaya Foundation, an NGO that works to bring about basic literacy and health awareness amongst the tribal and rural population of India; Global Vipassana Foundation which helps propagate Vipassana, the non-sectarian rational process of self-purification with the aim of bringing about peace both within the individual and the society in general; and Global Foundation for Civilizational Harmony, a body which aims to create a peaceful and harmonious society.

POSTAL BALLOT

During the year, the Company did not pass any resolution through postal ballot process prescribed under Section 192A of the Companies Act, 1956 read with Companies (Postal Ballot) Rules, 2011.

DIRECTORS

In accordance with the provisions of Companies Act, 1956, Mr. Arun Duggal and Dr. Pritam Singh, Directors, retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, have offered themselves for re-appointment. Your Board has recommended their re- appointment in the overall interest of the Company.

Brief profile of the Directors proposed to be re-appointed, has been included in the Report on Corporate Governance forming part of the Annual Report.

AUDITORS

The Statutory Auditors M/s B S R & Co., Chartered Accountants, Gurgaon, having Firm Registration No. 101248W, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

Your Company has received confirmation from the Auditors to the effect that (i) their reappointment, if made would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956; (ii) that they are not disqualified for reappointment within the meaning of Section 226 of the said Act and (iii) they have been provided a valid certificate from the Peer Review Board of the Institute of Chartered Accountants of India.

AUDITORS' REPORT

The report of the Statutory Auditor of the Company contains qualification statements.

The response of the Management to the comment of the Statutory Auditor mentioned at serial number 5 (f) of the Audit Report is as follows - The Lease rental is a financial transaction based on cost of fund, taxation and cash flow consideration. Depreciation is not directly linked with the lease period but it is more to do with life of the set top boxes, repair, maintenance and other service related issues. However the Company has already put in place the process of charging depreciation on Consumer Premises Equipment in terms of the Accounting Standard 19 from April 01, 2012.

The response of the Management to the comment of the Statutory Auditor mentioned at serial number 5 (g) of the Audit Report is as follows - The Company had received a notice from Income Tax Department about the short deduction of TDS on account of payment made to various content providers. We are firmly of the opinion, on the basis of various judicial pronouncements and legal advice received, that we are not required to provide for such short deduction.

The response of the Management to the comment of the Statutory Auditor mentioned in Serial (viii) of the Annexure to the Auditors' Report is as follows - The relevant provisions were made applicable to the Company in the current financial year and your Company immediately initiated steps to develop and put in place infrastructure and process for implementation of the same. The process of integration of the records with SAP and the IT systems have been completed. Further, though the Audit of Cost Records are not mandatorily applicable for the Financial Year 2011-12, your Company has proactively appointed M/s Chandra Wadhwa & Co., Cost Accountants as the Cost Auditor of the Company for carrying out the said audit for the Financial Year 2011-12 and issuance of necessary report.

The response of the Management to the comment of the Statutory Auditor mentioned in Serial (ix) (a) of the Annexure to the Auditors' Report is as follows - The Entertainment Tax is a state subject and in the year under review, some additional states have imposed entertainment tax on the DTH services. The Company has been proactive in providing information and depositing taxes / levy / fee to the Government Authorities within the prescribed time. The delay in depositing the Entertainment tax has been due to legal and procedural issues.

COST AUDIT

The Company has appointed M/s Chandra Wadhwa & Co., Cost Accountants, as the Cost Auditor of the Company for carrying out the Cost Audit for the Financial Year 2011 - 12 and issuance of necessary report. The due date for submission of the Cost Audit Report for the financial year 2011 -12 is September 30, 2012.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Your Company is in the business of providing Direct to Home services. Since the said activity does not involve any manufacturing activity, most of the Information required to be provided under Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are not applicable.

However the information, as applicable, aregiven hereunder:

Conservation of Energy:

Your Company, being a service provider, requires minimal energy consumption and every endeavor is made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible.

Technology Absorption:

In its endeavor to deliver the best to its viewers and business partners, your Company is constantly active in harnessing and tapping the latest and best technology in the industry.

Foreign Exchange Earnings and Outgo:

Particulars of foreign currency earnings and outgo during the year are given in Note No. 29, 30 and 31 to the notes to the Accounts forming part of the Annual Accounts.

HUMAN RESOURCE MANAGEMENT

Human Resource Management continues to be the focus area arising out of intense competition in the sector and adoption of new technologies, contemporary practices and cutting edge customer delivery system. This acts as one of the differentiator in our customer satisfaction matrix vis-a- vis the peer group and rising expectation of the subscribers. During the year, various programmes were initiated to upgrade the skill of the human resource of the Company. The management of your Company aims at developing such strategies that not only promise attraction of best talent into the Company but also ensures their retention by building trust and instilling devotion in them. Your Board believes that employees are vital to the Company and hence your Company aims to incorporate the planning & control of manpower resource into the corporate level plans so that all resources are used together in the best possible combination. Pay revisions and other benefits are designed in such a way to compensate for good performance of the employees of your Company.

The talent base of your Company has steadily increased and your Company has created a favorable work environment which encourages innovation and meritocracy.

The Company has also put in place a scalable recruitment and human resource management process which ensures retention of competent employees.

PARTICULARS OF EMPLOYEES

Your Board wishes to extend its appreciation to all the employees of the Company for their exceptional contribution in the business of the Company during the year under review. The information required under Section 217(2A) of the Companies Act, 1956 ('Act') read with the Companies (Particulars of Employees) Rules, 1975, is required to be set out in an annexure to this report. However, in terms of Section 219(1)(b) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid annexure. Any shareholder interested in obtaining copy of the same may write to the Company Secretary at the Corporate Office. None of the employees, except Mr. Jawahar Lai Goel, listed in the said annexure are related to any Director of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, in relation to the Annual Financial Statements for the Financial Year 2011-12, your Directors confirm the following:

a) The Financial Statements have been prepared on a 'going concern' basis and in such preparation the applicable accounting standards had been followed with proper explanation relating to material departures;

b) Accounting policies selected were applied consistently and the judgments and estimates related to the financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012, and of the profit or loss of the Company for the year ended on that date;

c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities; and

d) Adequate internal systems and controls are in place to ensure compliance of laws applicable to the Company.

ACKNOWLEDGEMENT

Your Board takes this opportunity to place on record its appreciation for the dedication and commitment of employees shown at all levels that has lead to the success of your Company. Your Directors are obliged and express gratitude to the continued support and assistance received from the Central and State Governments, The Ministry of Corporate Affairs (MCA), the Ministry of Information and Broadcasting (MIB), the Department of Telecommunication and Foreign Investment Promotion Board (FIPB), Ministry of Finance, the Telecom Regulatory Authority of India (TRAI), the Stock Exchanges - and other Stakeholders including viewers, vendors, bankers, investors, service providers as well as other regulatory and Government Authorities.

For and on behalf of the Board

Jawahar Lal Goel B D Narang

Managing Director Director

Place: Noida Date: 29 May 2012

 
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