Dish TV India Ltd Directors Report.

To the Members of Dish TV India Limited

Report on the Audit of the Standalone Financial Statements Qualified Opinion

1. We have audited the accompanying standalone financial statements of Dish TV India Limited (‘the Company), which comprise the Balance Sheet as at 31 March 2020, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Qualified Opinion section of our report, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (‘Act) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards (‘Ind AS) specified under section 133 of the Act, of the state of affairs of the Company as at 31 March 2020, and its loss (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Qualified Opinion

3. As stated in note 40 to the accompanying standalone financial statements, the Company has non-current investments in and other non-current loans given to its wholly owned subsidiary company amounting to Rs 515,340 lacs and Rs 64,951 lacs respectively. This wholly owned subsidiary company has negative net current assets and has incurred losses in the current year, although it has positive net worth as at 31 March 2020. As described in the aforementioned note, the management, basis its internal assessment, has considered such balances as fully recoverable as at 31 March 2020. However, the management has not carried out a detailed and comprehensive impairment testing in accordance with the principles of Indian Accounting Standard – 36, "Impairment of Assets" and Indian Accounting Standard – 109, "Financial Instruments". In the absence of sufficient appropriate audit evidence to support the managements aforesaid assessment, we are unable to comment upon adjustments, if any, that may be required to the carrying value of these non-current investments and non-current loans as at 31 March 2020 and its consequential impact on the accompanying standalone financial statements.

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

Key Audit Matters

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

6. In addition to the matter described in the Basis for Qualified Opinion section, we have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matter How our audit addressed the key audit matter
A. Impairment assessment of Intangible assets including Goodwill Our audit procedures to address this key audit matter included, but were not limited to the following:
As detailed in note 7 and 8 of the standalone financial statements, the Company has intangible assets, including Goodwill of Rs 45,288 lacs (net of provision for impairment of Rs 345,850 lacs), Trademark/ Brand of Rs 102,909 lacs and Customer and distributor relationship of Rs 82,960 lacs, arising out of business combinations. In terms with Indian Accounting Standard 36, Impairment of Assets, the management has carried out an impairment analysis of goodwill and other intangible assets, which requires significant estimations and judgement with respect to inputs used and assumptions made to prepare the forecasted financial information, used to determine the fair value of such intangibles, using discounted cash flow model. a) We obtained an understanding from the management through detailed discussions with respect to its impairment assessment process, assumptions used and estimates made by management and tested the operating effectiveness of the controls related to aforementioned impairment assessment;
b) We obtained the impairment analysis carried out by the management and reviewed the valuation report obtained by management from an independent valuer;
c) We assessed the professional competence, objectivity and capabilities of the independent expert considered by the management for performing the required valuations to estimate the recoverable value of the goodwill and other intangible assets;
Key assumptions used in managements assessment of the carrying amount of goodwill and other intangible assets includes the expected growth rates, estimates of future financial performance, market conditions, capital expenditure and discount rates, among others. Consequent to such impairment assessment, the Company has recorded an impairment charge of d) We involved experts within the audit team to assess the appropriateness of the valuation model used by the management and reasonableness of assumptions made by the management relating to discount rate, risk premium, industry growth rate, etc.;
e) We evaluated the inputs used by the management with respect to revenue and cost growth trends, among others, for reasonableness thereof;
Rs191,550 lacs against goodwill. Considering the materiality of the amounts involved and significant degree of judgement and subjectivity involved in the estimates and assumptions used in determining the cash flows used in the impairment evaluation, we have determined impairment of such goodwill and other intangible assets arising from the business combination as a key audit matter.
f) We have evaluated the sensitivity analysis performed by the management in respect of the key assumptions used such as discount and growth rates to ensure that there would be no major impact on the valuation; and
g) We have evaluated the adequacy of disclosures made by the Company in the standalone financial statements in view of the requirements as specified in the Indian Accounting Standards.
B. Amounts recoverable and provision for expected credit losses Our audit procedures to address this key audit matter included, but were not limited to the following:
Refer note 4(i) for significant accounting policy and note 51(B) for credit risk disclosures. Trade receivables and other amounts recoverable comprise a significant portion of the current financial assets of the Company. As at 31 March 2020 trade receivables aggregate Rs 6,545 lacs (net of provision for expected credit losses of Rs 7,056 lacs). In accordance with Ind AS 109, the Company applies simplified approach permitted by Ind AS 109 Financial Instruments, which requires lifetime expected credit losses to be recognised from the date of initial recognition of receivables. The Company has analysed the trend of trade receivables under different ageing bracket for last three years and calculated credit loss rate basis such ageing. The complexity in calculation of ECL is mainly related to calculations performed for different type of revenue streams in which the Company operates and the different recovery period for different categories of customers. Additional provision is recognised for the receivables which are specifically identified as doubtful or non-recoverable. a) Obtained an understanding the process adopted by the Company for calculation, recording and monitoring of the impairment loss recognised for expected credit loss;
b) We assessed and tested the design and operating effectiveness of key controls over completeness and accuracy of the key inputs and assumptions considered for calculation, recording and monitoring of the impairment loss recognised. Also, evaluated the controls over the modelling process, validation of data and related approvals;
c) We discussed with the management about the conditions leading to, and their assessment of recoverability of dues from the parties and also referred to the available communication, if any, between them;
d) We referred to the aging of trade and other receivables and discussed the key balances to establish the managements assessment of recoverability of such dues;
e) We analysed the methodology used by the management and considered the credit and payment history of specific parties to determine the trend used for arriving at the expected credit loss provision; and
f) We have assessed the adequacy of disclosures made by the management in the standalone financial statements to reflect the expected credit loss provision, trade and other receivables. Our audit procedures included, but were not limited to the following:
C. Revenue recognition in terms with Ind AS 115 "Revenue from contracts with Customers" under the New tariff order
a) We obtained an understanding of managements processes and internal controls around Ind AS 115. We sought explanations from the management for areas involving complex judgements or interpretations to assess their appropriateness;
We refer to summary of significant accounting policies and note 42 of the standalone financial statements of the Company for the year ended 31 March 2020 disclosures related to Revenue Recognition under Ind AS 115. During the previous year, the Telecom Regulatory Authority of India ("TRAI") has implemented a new regulatory framework for the television broadcasting industry in India which is known as New tariff order, 2017 ("NTO"). The NTO has been implemented from 1 Feb 2019. During the previous year, owing to the practical difficulties, there were delay in implementation of the tariff order in its entirety. The distributors were in transition from previous regime to the new regime and were in the process of implementation of content cost agreements with the Broadcasters. From the current year, the Company has entered into revised agreements with the broadcasters. In terms of the provisions of the new tariff order, the Company re-assessed its performance obligations and relationship with the broadcaster in the light of principal and agent concept. Such assessment involved further evaluation of terms of Companys contract with subscriber, role in re-transmission of content, control over content, rights of establishing of maximum retail price ("MRP") and various other responsibilities and liabilities. Such evaluation has resulted in Company being agent of the broadcaster. These agreements with broadcaster as per new regime involves detailed analysis under the accounting standard which is complex in nature and resulted in significant impact on revenue recognition as per Ind AS 115, due to which this matter has been considered as a key audit matter.
b) We tested the operating effectiveness of internal controls established by management to ensure completeness, accuracy and timing of revenue recognised during the year
c) We obtained the underlying contractual arrangements entered into by the Company with its subscribers and broadcasters in light of NTO;
d) We held detailed discussions with the management and obtained managements assessment of the impact of the NTO on the operations and revenue recognition policy of the Company;
e) We have reviewed the existing arrangements with the broadcasters and contracts entered between the Company and the customers, considering the requirements of the NTO;
f) We have evaluated the completeness and arithmetical accuracy of these adjustments and evaluated the appropriateness of adjustments as per Ind AS 115 by assessing whether all agreements entered with the broadcasters have been considered in such assessment;
g) We also involved experts within the audit team to evaluate the impact of new NTO, revision of agreement with the broadcaster on the revenue recognition policy of the Company as per Ind AS 115; and
h) We have assessed the appropriateness and adequacy of disclosures with respect to the revenue recognition policy of the Company, and related disclosures made in the standalone financial statements in accordance with the requirements of Ind AS 115.

Information other than the Financial Statements and Auditors Report thereon

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

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

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

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

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

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

10. Those Board of Directors is also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Financial Statements

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

12. As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

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

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

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

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

13. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. 14. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

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

Report on Other Legal and Regulatory Requirements

16. As required by Section 197(16) of the Act, based on our audit, we report that the Company has paid remuneration to its directors for the period from 1 April 2019 to 16 December 2019 in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act. However, as also further described in note 55(e) of the accompanying standalone financial statements, upon re-appointment of the managing director of the Company with effect from 17 December 2019 in accordance with the provisions of Section 196(4) of the Act, the Company has paid managerial remuneration to such managing director amounting to Rs 116 lacs for the period from 17 December 2019 to 31 March 2020 which is in excess of the limits laid down in Schedule V by Rs 76 lacs, on the basis of approval of board of directors and nomination and remuneration committee, subject to approval from the shareholders by way of a special resolution in the ensuing annual general meeting, as required under Section 197 of the Act read with Schedule V of the Act.

17. As required by the Companies (Auditors Report) Order, 2016 (‘the Order) issued by the Central Government of India in terms of section 143(11) of the Act, we give in the Annexure I, a statement on the matters specified in paragraphs 3 and 4 of the Order. 18. Further to our comments in Annexure I, as required by section 143(3) of the Act, based on our audit, we report, to the extent applicable, that: a) we have sought and except for the matter described in the Basis for Qualified Opinion section, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the accompanying standalone financial statements; b) except for the possible effects of the matter described in the Basis for Qualified Opinion section, in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books; c) the standalone financial statements dealt with by this report are in agreement with the books of account; d) except for the possible effects of the matter described in the Basis for Qualified Opinion section, in our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act; e) on the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2020 from being appointed as a director in terms of section 164(2) of the Act; f) the qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion section; g) we have also audited the internal financial controls with reference to financial statements of the Company as on 31 March 2020 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated 23 July 2020 as per Annexure II expressed unmodified opinion; and h) with respect to the other matters to be included in the Auditors Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us: i. the Company, as detailed in note 57 and 62 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31 March 2020; ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2020; iii . there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31 March 2020; and iv. the disclosure requirements relating to holdings as well as dealings in specified bank notes were applicable for the period from 8 November 2016 to 30 December 2016, which are not relevant to these standalone financial statements. Hence, reporting under this clause is not applicable.

Annexure I to the Independent Auditors Report of even date to the members of Dish TV India Limited on the standalone financial statements for the year ended 31 March 2020

ANNEXURE I

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that: (i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment.

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

(c) The title deed of following immovable property (which are included under the head property, plant and equipment and which was transferred as a result of business combination in earlier years) is still registered in the name of the erstwhile transferor company.

Nature of property Total number of Cases Whether leasehold / freehold Gross block/ value as on 31 March 2020 (in Rs lacs) Net block/ carrying value as on 31 March 2020 (in Rs lacs) Remarks
Land One Leasehold 2,607 2,570 Refer note 56 to standalone financial statements

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

(iii) The Company has granted interest free unsecured loan to a company being wholly owned subsidiary, covered in the register maintained under section 189 of the Act; and with respect to the same:

(a) in our opinion the terms and conditions of grant of such loans are not, prima facie, prejudicial to the Companys interest;

(b) the schedule of repayment of principal has been stipulated and principal amount is not due for repayment currently; and

(c) there is no overdue amount in respect of loan granted to such company.

(iv) In our opinion, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of loans, investments and guarantees. Further, in our opinion, the Company has not entered into any transaction covered under Section 186 of the Act in respect of security.

(v) In our opinion, the Company has not accepted any deposits within the meaning of Sections73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

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

(vii) (a) Undisputed statutory dues including provident fund, employees state insurance, income-tax, sales tax, service tax, duty of custom, duty of excise, value added tax, cess and other material statutory dues, as applicable, have not been regularly deposited to the appropriate authorities and there have been significant delays in a large number of cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they become payable (b) The dues outstanding in respect of income-tax, sales tax, service tax, duty of customs, duty of excise and value added tax on account of any dispute, are as follows:

Statement of Disputed Dues

Name of the statute Nature of dues Amount Rs ( in lakhs) Amount paid under Protest ( Rs in lakhs) Period to which the amount relates Forum where dispute is pending
225 225 Assessment Year 2009-10 Honble High Court of Allahabad
58 57 Assessment Year 2012-13 Income Tax-Appellate Tribunal, Delhi
Income-tax Act, 1961 Income-tax and interest 65 65 Assessment Year 2013-14 Income Tax-Appellate Tribunal, Delhi
127 127 Assessment Year 2010-11 Honble High Court of Mumbai
123 123 Assessment Year 2011-12 Honble High Court of Mumbai
167 - 2006-07 to 2010-11 Custom Excise and Service Tax Appellate Tribunal
631 47 2007-08 to 2010-11 Custom Excise and Service Tax Appellate Tribunal
13,889 521 Apr-09 to Dec-13 Custom Excise and Service Tax Appellate Tribunal
2,929 200 Jan-14 to Custom Excise and Service Tax Appellate
Finance Act, 1994 Service tax March-15 Tribunal
(Service Tax) 23 2 2012-13 to 2015-16 Commissioner (Appeals) of Goods & Service Tax
3,443 236 2015-16 to 2016-17 Custom Excise and Service Tax Appellate Tribunal
1,051 72 Jan-16 to Dec-16 Custom Excise and Service Tax Appellate Tribunal
8,439 316 Jan-14 to Jun-17 Custom Excise and Service Tax Appellate Tribunal
263 39 2010-11 Delhi Value Added Tax Tribunal, New Delhi
53 10 2011-12 Delhi Value Added Tax Tribunal, New Delhi
2,163 112 2014-15 Special Commissioner, Department of Trade & Taxes, Delhi (Objection Hearing Authority)
279 - 2012-13 Special Commissioner, Department of Trade & Taxes, Delhi (Objection Hearing Authority)
5 - 2014-15 Objection Hearing Authority, Department of Trade & Taxes, Delhi
5,685 - 2011-12 Special Commissioner, Department of
Delhi Value Added Tax Act, 2005 Value added tax (including penalty and interest) 1,279 - 2013-14 Trade & Taxes, Delhi (Objection Hearing Authority) Special Commissioner, Department of Trade & Taxes, Delhi (Objection Hearing Authority)
4 - 2014-15 Objection Hearing Authority, Department of Trade & Taxes, Delhi
25,998 - 2009-10 Honble High Court of Delhi
954 - 2010-11 Special Commissioner, Department of Trade & Taxes, Delhi (Objection Hearing Authority)
38 - 2015-16 Objection Hearing Authority, Department of Trade & Taxes, Delhi
Bihar Value Added Value added tax 168 82 2014-15 Commercial Taxes Tribunal, Patna
Tax Act, 2005 (including penalty and interest) 119 55 2013-14 Commercial Taxes Tribunal, Patna
Madhya Pradesh Value Added Tax 2002 Value added tax 5 1 2013-14 Dy. Comm. Of Appeal, Div -I , Bhopal
46 6 2012-13 The Deputy Commissioner (Appeals) Commercial Tax, Ernakulam
57 8 2013-14 The Deputy Commissioner (Appeals)
Kerala VAT Act, 2003 Value added tax 50 8 2014-15 Commercial Tax, Ernakulam The Deputy Commissioner (Appeals) Commercial Tax, Ernakulam
11 2 2015-16 The Deputy Commissioner (Appeals) Commercial Tax, Ernakulam
5 1 2013-14 Assistant Commissioner of Commercial Taxes, Vasco, Goa
Goa VAT Act, 2005 Value added tax 9 1 2014-15 Assistant Commissioner of Commercial Taxes, Vasco, Goa
Telangana VAT Act, 2005 Value added tax 186 1,021 46 50 2012-13 to 2015-16 2013-14 Honble High Court for the State of Telangana at Hyderabad Deputy Commissioner of State Tax (Appeals) - II, Mumbai
Maharashtra Value 1,580 66 2012-13 Deputy Commissioner of State Tax
Added Tax Act, 2002 Value added tax 1,396 66 2014-15 (Appeals) - II, Mumbai Deputy Commissioner of State Tax (Appeals) - II, Mumbai
The Central Sales Central sales tax 3 # 2014-15 Special Commissioner (Appeal)
Tax Act, 1956 (West
Bengal)
Rajasthan Tax of Value added tax 235 - 2013-14 Assistant Commissioner Commercial
Entry on Good in to Taxes, AE Zone – 1, Jaipur
Local areas , 1999 2,234 - 2014-15 Assistant Commissioner Commercial
Taxes, AE Zone – 1, Jaipur
Rajasthan Tax of Entry tax 257 76 2011-12 Rajasthan Tax Board, Ajmer
Entry on Good in to Local areas , 1999 82 - 2013-14 Assistant Commissioner Commercial Taxes, AE Zone – 1, Jaipur
917 - 2014-15 Assistant Commissioner Commercial Taxes, AE Zone – 1, Jaipur
UPVAT Act, 2007 Value added tax 48 77 2013-14 Addl. Comm. Grade - 2 (Appeal) First, Commercial Tax, Noida
The Central Sales Tax Act, 1956 (Goa) Central sales tax 2 @ 2014-15 Assistant Commissioner of Commercial Taxes, Vasco, Goa
The Jammu & Entry tax 43 43 2014-15 State of Jammu & Kashmir
Kashmir entry tax on goods act, 2000 6 6 2015-16 State of Jammu & Kashmir
Andhra Pradesh Value added tax 78 19 June 2014- Honble High Court of Andhra Pradesh
Value Added Tax May 2015
Act, 2005
Central Sales Tax Act, 1956 (Punjab) Central sales tax 1 $ 2011-12 Deputy Excise & Taxation Commissioner (Appeals), Mohali, Punjab
Custom Act, 1962 Custom duty 12,397 1,500 2013-14 to 2016-17 Custom Excise and Service Tax Appellate Tribunal
11,294 100 Jul-2013 to Custom Excise and Service Tax Appellate
21 - Mar-2018 Jul-2017 to Nov-2017. Tribunal The Assistant Commissioner of Customs, Audit (Circle- A1)
25 1 Jul-2013 to Mar-2018 Commissioner GST (Appeals), Nashik

(viii) The Company has no loans or borrowings payable to financial institution, government and no dues payable to debenture-holders. The Company has defaulted in repayment of borrowings to the following bank:

Name of the bank Amount of default during the year ended 31 March 2020 (Rs in lacs) Period of default (in days) Remarks
Yes Bank Limited 13,000 12,000 90 Days 75 Days The default has been made good as at the balance sheet date.

(ix) The Company did not raise moneys by way of initial public offer or further public offer (including debt instruments). In our opinion, the term loans were applied for the purposes for which the loans were obtained.

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

(xi) Managerial remuneration has been paid by the Company in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act except for in following case as also described in paragraph 16 of our report:

S. No Payment made to Amount paid/ provided in excess of limits prescribed (Rs in lacs) Amount due for recovery as at 31 March 2020 (Rs in lacs) Steps taken to secure the recovery of the amount Remarks (if any)
1 Managing Director 76 - - Approval obtained in earlier annual general meeting was valid till 16 December 2019. The amount reported pertains to remuneration paid from 17 December 2019 upto 31 March 2020 which is in excess of limits laid down in Schedule V, on the basis of approval of board of directors and nomination and remuneration committee, subject to approval by special resolution in the ensuing annual general meeting.

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

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

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

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

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

Annexure II to the Independent Auditors Report of even date to the members of Dish TV India Limited on the standalone financial statements for the year ended 31 March 2020

ANNEXURE II

Independent Auditors Report on the internal financial controls with reference to the standalone financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (‘the Act)

1. In conjunction with our audit of the standalone financial statements of Dish TV India Limited (‘the Company) as at and for the year ended 31 March 2020, we have audited the internal financial controls with reference to financial statements of the Company as at that date.

Responsibilities of Management and Those Charged with Governance for Internal Financial Controls

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

Auditors Responsibility for the Audit of the Internal Financial Controls with Reference to Financial Statements

3. Our responsibility is to express an opinion on the Companys internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by ICAI prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial statements, and the Guidance Note issued by ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements were established and maintained and if such controls operated effectively in all material respects.

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

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls with reference to financial statements.

Meaning of Internal Financial Controls with Reference to Financial Statements

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

Inherent Limitations of Internal Financial Controls with Reference to Financial Statements

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

Opinion

8. In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to financial statements and such controls were operating effectively as at 31 March 2020, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

For Walker Chandiok & Co LLP
Chartered Accountants
Firms Registration No.: 001076N/N500013
Ashish Gupta
Partner
Membership No.: 504662
UDIN: 20504662AAAACI1184
Place: New Delhi
Date: 23 July 2020