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Dish TV India Ltd Auditor Reports

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Oct 22, 2024|12:00:00 AM

Dish TV India Ltd Share Price Auditors Report

To the Members of Dish TV India Limited

Report on the Audit of the Standalone Financial Statements Opinion

We have audited the standalone financial statements of Dish TV India Limited ("the Company"), which comprise the Standalone Balance Sheet as at March 31, 2024, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including a summary of material accounting policy information and other explanatory information. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, and its loss and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

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

Key Audit Matters

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 standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. 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

Impairment assessment of Other Intangible assets and Property, plant and equipment

Our audit procedures to address this key audit matter included, but were not limited to the following:
As detailed in note 5, 7 and 38 of the standalone financial statements, the Company has Trademark/Brand ofRs. Nil (net of provision for impairment ofRs. 102,909 lacs), Customer and distributor relationship ofRs. Nil (net of provision for impairment ofRs. 49,785 lacs), Plant and equipment ofRs. Nil (net of provision for impairment ofRs. 2,185 lacs) and Consumer premises equipment ofRs. Nil (net of provision for impairment ofRs. 614 lacs) arising out of business combinations in earlier years. Trademark/Brand and Customer and distributor relationship collectively referred to as other intangible assets and Plant and equipment and Consumer premises equipment collectively referred to as Property, plant and equipment. a. We have 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;
In terms with Indian Accounting Standard 36, Impairment of Assets, the management has carried out an impairment assessment of other intangible assets and Property, plant and equipment, 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 and property, plant and equipment, using discounted cash flow model. b. We obtained the impairment assessment carried out by the management and reviewed the valuation report obtained by management from an independent expert;
Key assumptions used in managements assessment of the carrying amount of other intangible assets and property, plant and equipment 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 is carrying an impairment ofRs. 1,02,909 lacs,Rs. 49,785 lacs,Rs. 2,185 lacs and Rs. 614 lacs on the carrying value of trademark/brand, customer and distributor relationship, plant and equipment and consumer premises equipment respectively. 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 other intangible assets and property, plant and equipment;
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 other intangible assets and property, plant and equipment arising from the business combination as a key audit matter. d. We involved valuation experts to assess the appropriateness of the valuation model used by the management and its independent expert 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; and
f. We 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

Impairment assessment of investment in and loan given to a wholly owned subsidiary

As described in Note 9, 10, 38 and 40 to the standalone financial statements, the Company has carrying value of investment (including equity component of long-term loan and guarantees) ofRs. 76,275 lacs (net of provision for impairment ofRs. 4,39,094 lacs) and non-current loan ofRs. 110,467 lacs as on March 31 2024 to wholly owned subsidiary of the Company, namely Dish Infra Services Private Limited. The subsidiary has accumulated losses. Our audit procedures to address this key audit matter included, but were not limited to the following:
In view of the above, managements assessment of impairment of investment and loan to such subsidiary requires significant estimation and judgement with respect to certain inputs used and assumptions made to prepare the forecasted financial information of the subsidiary company, which is used to fair value such amounts, using discounted cash flow model. a. We have performed detailed discussions with the management to understand the impairment assessment process, assumptions used and estimates made by management and tested the operating effectiveness of the controls implemented by management.
Key assumptions used include expected growth rates, estimates of future financial performance, market conditions, capital expenditure and discount rates, among others, as attributable to such subsidiary. Based on the managements assessment, impairment loss ofRs. 76,684 lacs (previous year Rs. 156,990 lacs) has been recognised during the year in the standalone financial statements. b. We obtained the impairment assessment carried out by the management and reviewed the valuation report obtained by management from an independent expert;
Considering the materiality of the amounts involved and significant degree of judgement and subjectivity involved in the estimates and key assumptions used in determining the cash flows used in the impairment evaluation, we have determined impairment of such investment and loan as a key audit matter. c. We assessed the professional competence, objectivity and capabilities of the third party expert considered by the management for performing the required valuations to estimate the recoverable value of Investment and loan given;
d. We involved valuation experts to assess the appropriateness of the valuation model used by the management and its independent expert and reasonableness of assumptions made by the management relating to discount rate, risk premium, industry growth rate, etc. to assess their recoverability;
e. We evaluated the inputs used by the management with respect to revenue and cost growth trends, among others, for reasonableness thereof;
f. We 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.

Assessment of Provisions and contingencies relating to regulatory and tax matters

As described in Note 30, 51, 54 and 59 to the standalone financial statements, the Company has significant amount of contingent liabilities (net of provision) disclosed in the financial standalone statements in respect of matters (tax / legal) pending at various forums. Our audit procedures to address this key audit matter included, but were not limited to the following:
The management of the Company has assessed the possible outcome of the above matters including the assessment towards the outflow of resources. The management seek support from subject matter experts in this regard. a. We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls relating to identification, evaluation, recognition of provisions, disclosure of contingencies for matters under review or appeal with relevant adjudicating authorities by considering the assumptions and information used by management in performing this assessment.
The above assessment involves lot of judgement and estimates which includes interpretation of statutes, review of amendments / enactments, etc. Consequently, and considering the materiality, the above have been identified as key audit matter. b. Completeness and accuracy of the underlying data / information used in the assessment. For selected tax matters, with the help of our tax specialist, we evaluated the reasonableness of the managements positions by considering tax regulations and past decisions from tax authorities, new information and opinions obtained by the Company from its external tax advisors, where applicable.
c. We considered external legal opinions, where relevant.
d. We also evaluated the disclosures provided in the notes to the standalone financial statements concerning these matters.

Information Other than the Standalone Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Directors Report but does not include the standalone financial statements and our auditors report thereon. The Directors 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 do 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 during the course of our audit or otherwise appears to be materially misstated.

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

Managements Responsibility for the Standalone Financial Statements

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, total comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards 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 safe- guarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the 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. Those Board of Directors are also responsible for overseeing the Companys financial reporting process.

Auditors Responsibility for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone 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 SAs 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 standalone financial statements.

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

• Identify and assess the risks of material misstatement of the standalone 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 financial 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 system with reference to standalone 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 the management.

• Conclude on the appropriateness of managements 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 standalone 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.

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

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.

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.

Other Matter

The Companys standalone financial statements for the year ended March 31, 2023 prepared in accordance with Indian Accounting Standards (Ind-AS) were audited by the predecessor auditor whose audit report dated May 12, 2023 expressed an unmodified opinion on those standalone financial statements and we have relied upon the same.

Our opinion is not modified in respect of the above matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the "Annexure A", a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report to the extent applicable that: a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except for the matters stated in paragraph 2(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014. c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows dealt with by this Report are in agreement with the books of account. d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act. e) On the basis of the written representations received from the directors as on March 31, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 from being appointed as a director in terms of Section 164(2) of the Act.

f) The modifications relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2(b) above on reporting under Section 143(3)(b) of the Act and paragraph 2(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014. g) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". h) In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid/ provided by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act. i) 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 has disclosed the impact of pending litigations on its financial position in its standalone financial statements (Refer Note 51, 54 and 60 to the standalone financial statements). ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses. iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company (Refer Note 28 to the standalone financial statements). iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in aggregate) have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) contain any material misstatement. v. The Company has not declared or paid any dividend during the year. vi. Based on our examination which included test checks, the Company, has used multiple accounting software for maintaining its books of account for the financial year ended March 31, 2024, which has a feature of recording audit trail (edit log) facility except that no audit trail enabled at the database level for one of its accounting software to log any direct data changes. Further, the audit trail facility has been operating throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, as amended is applicable for the Company only w.e.f. April 01, 2023, therefore, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014, as amended, on preservation of audit trail as per the statutory requirements for record retention is not applicable for financial year ended March 31, 2024.

For S.N. Dhawan & CO LLP

Chartered Accountants (Firms Registration No. 000050N/N500045)

Rahul Singhal

Partner Membership No. 096570 UDIN: 24096570BKCTHT6595 Place: Gurugram Date: May 27, 2024

ANNEXURE "A" TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements section of the Independent Auditors Report of even date to the members of Dish TV India Limited on the standalone financial statements as of and for the year ended March 31, 2024)

In terms of the information and explanations sought by us and given by the Company and the books of account and records examined by us in the normal course of audit and to the best our knowledge and belief, we state that: (i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment and right of use assets.

(B) The Company has maintained proper records showing full particulars of Intangible assets recognised in the standalone financial statements.

(b) The property, plant and equipment and right of use assets, other than consumer premise equipment (CPE), have been physically verified by the Management once in a three year, which, in our opinion, is reasonable having regard to the size of the Company and nature of its assets. Pursuant to the above program, the Company has carried out the physical verification during the year. No material discrepancies were noticed on such verification. The existence of CPEs installed at the customers premises can be 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.

(c) The title deeds of following immovable property (which was transferred as a result of business combination in earlier years) is still registered in the name of the erstwhile transferor Company:

Description of property

Gross carrying value (Amount inRs. Lacs) Held in name of Whether promoter, director or their relative or employee Period held

Reason for not being held in name of company

Land

2,607 Videocon d2h Limited No Held since 1 October 2017

Right of use of land is vested in the Company pursuant to merger scheme of Videocon d2h Limited with the Company, title deeds of which are in the name of Videocon d2h Limited.

(d) The Company has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets or both during the year, being under cost model. (Refer note 63(x) of the standalone financial statements) (e) There are no proceedings initiated or pending against the Company as at March 31, 2024 for holding any benami property under the Benami Property Transactions Act, 1988 (45 of 1988) (as amended in 2016) and rules made thereunder. (Refer note 63(i) of the standalone financial statements) (ii) (a) The Company does not have any inventory. Accordingly, the provisions of clause 3(ii)(a) of the Order are not applicable.

(b) The Company has not been sanctioned any working capital limits in excess of rupees five crore, in aggregate, from banks or financial institutions on the basis of security of current assets.

(iii) During the year, the Company has not made investments in, provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured to companies, firms, Limited Liability Partnerships (LLPs) or any other parties. Accordingly, the provisions of clause 3(iii)(a) - (f) of the Order are not applicable.

(iv) The Company has not entered into any transaction covered under Sections 185. However, in our opinion, the Company has complied with the provisions of Sections 186 of the Act in respect of loans, investments and guarantees. The Company has not provided security under Section 186 of Companies Act, 2013.

(v) The Company has neither accepted any deposits nor the amounts which are deemed to be deposits during the year and further the Company had no unclaimed deposits at the beginning of the year within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) The maintenance of cost records has been specified by the Central Government under section 148(1) of the Companies Act, 2013 in respect of Companys services. We have broadly reviewed the books of account maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended, prescribed by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act in respect of Companys products/services and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained by the Company. 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 goods and services tax, provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess, and other material statutory dues, as applicable, have generally been regularly deposited to the appropriate authorities, though there has been a slight delay in a few cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.

(b) There are no statutory dues referred to in sub-clause (a) that have not been deposited with the appropriate authorities on account of any dispute except for the following cases:

Name of Statute

Nature of dues Amount involved (inRs. Lacs) Amount paid under protest (inRs. Lacs) Period to which amount relates Forum where dispute is pending
Finance Act, 1994 (Service Tax) Service tax 631 47 2007-08 to 2010-11 Custom Excise and Service Tax Appellate Tribunal
167 - 2006-07 to 2010-11 Honble High Court of Allahabad
2,921 - 2007-08 to 2011-12 Honble High Court of Allahabad
8,439 316 Jan-14 to Jun-17 Custom Excise and Service Tax Appellate Tribunal
Delhi Value Added Tax Act, 2005 Value added tax (including penalty and interest) 263 39 2010-11 Delhi Value Added Tax Tribunal, 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 Trade & Taxes, Delhi (Objection Hearing Authority)
1,279 - 2013-14 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 Tax Act, 2005 Value added tax (including penalty and interest) 168 82 2014-15 Commercial Taxes Tribunal, Patna
119 55 2013-14 Commercial Taxes Tribunal, Patna
5 1 2016-17 Addl Commissioner State Tax Appeals), Central Circle Patna
Madhya Pradesh Value Added Tax 2002 Value added tax 5 1 2013-14 Dy. Comm. Of Appeal, Div -I, Bhopal
Goa VAT Act, 2005 Value added tax 5 1 2013-14 Assistant Commissioner of Commercial Taxes, Vasco, Goa
9 1 2014-15 Assistant Commissioner of Commercial Taxes, Vasco, Goa
Telangana VAT Act, 2005 Value added tax 186 46 2012-13 to 2015-16 Honble High Court for the State of Telangana at Hyderabad
Maharashtra Value Added Tax Act, 2002 Value added tax 1,020 50 2013-14 Deputy Commissioner of State Tax (Appeals) - II, Mumbai
1,580 66 2012-13 Deputy Commissioner of State Tax (Appeals) - II, Mumbai
1,396 66 2014-15 Deputy Commissioner of State Tax (Appeals) - II, Mumbai
1 - 2015-16 Assistant Commissioner of Sales Tax
The Central Sales Tax Act, 1956 (West Bengal) Central sales tax 3 # 2014-15 Special Commissioner (Appeal)
Rajasthan Tax of Entry on Good in to Local areas, 1999 Entry tax 257 76 2011-12 Rajasthan Tax Board, Ajmer
173 173 2012-13 Rajasthan Tax Board, Ajmer
The Central Sales Tax Act, 1956 (Goa) Central sales tax 2 * 2014-15 Assistant Commissioner of Commercial Taxes, Vasco, Goa
The Jammu & Kashmir entry tax on goods act, 2000 Entry tax 43 43 2014-15 State of Jammu & Kashmir
4 4 2015-16 State of Jammu & Kashmir
Andhra Pradesh Value Added Tax Act, 2005 Value added tax 78 19 June 2014- May 2015 Honble High Court of Andhra Pradesh
Custom Act, 1962 Custom duty 12,481 1,506 2013-14 to 2016-17 Honble Supreme Court of India
11,463 436 Jul-2013 to Mar-2018 Custom Excise and Service Tax Appellate Tribunal, Delhi
21 - Jul-2017 to Nov-2017 The Assistant Commissioner of Customs, Audit (Circle- A1)
25 1 Jul-2013 to Mar-2018 Custom Excise and Service Tax Appellate Tribunal, Mumbai
U.P Enterta- inments and Betting Tax Act, 1979 Entertainment Tax 920 120 Nov-03 to Sep-09 Honble Supreme Court of India
67 - Nov-03 to Sep-09 Honble Supreme Court of India
9,120 3,040 Sep-09 to Oct-15 Honble High Court of Uttar Pradesh at Lucknow
4,185 1,395 Nov-15 to Jun-17 Honble High Court of Uttar Pradesh at Lucknow
2,071 690 Sep-09 to Oct-15 Honble High Court of Uttar Pradesh at Lucknow
1,630 543 Nov-15 to June-17 Honble High Court of Uttar Pradesh at Lucknow
M.P. Enterta- inments Duty and Advertise- ments Tax Act, 1936 Entertainment Tax 147 37 2014-15 Honble High Court of Madhya Pradesh at Indore Bench and Appellate Joint Commissioner of Commercial Taxes
167 42 2015-16 Appellate Joint Commissioner of Commercial Taxes
173 43 2016-17 Madhya Pradesh Commercial Tax Appellate Board, Indore
45 11 Apr-17 to Jun-17 Madhya Pradesh Commercial Tax Appellate Board, Indore
The Karnataka Entertainments Tax Act, 1958 Entertainment Tax 29 29 Apr-06 to Jun-09 Karnataka Appellate Tribunal, Bangalore
Telangana Entertainments Tax Act 1939 Entertainment Tax 395 - 2012-13, 2013-14 & 2014-15 Honble High Court of Andhra Pradesh & Telangana at Hyderabad
913 - 2011-12, 2012-13 & 2013-14 Honble High Court of Telangana at Hyderabad
Kerala Tax on Luxuries Act, 1976 Luxury Tax 21 6 2010-11 Kerala VAT Tribunal-Luxury Tax Matter
8 3 2010-11 Deputy Commissioner (Appeals), Commercial Taxes, Ernakulum

Any interest and penalty excluding those included above, will be ascertained on conclusion of the respective matters.

#Rs. 28,073 rounded off toRs. 0 lacs

*Rs. 17,637 rounded off toRs. 0 lacs

(viii) There were no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961) (Refer note 63(vi) of the standalone financial statements).

(ix) The Company has no loans or other borrowings or interest payable to any lender during the year. Accordingly, the provisions of clause 3(ix) of the Order are not applicable.

(x) (a) The Company did not raise moneys by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, the provisions of clause 3(x)(a) of the Order are not applicable.

(b) The Company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally). Accordingly, provisions of clause 3 (x)(b) of the order are not applicable.

(xi) (a) Considering the principles of materiality outlined in the Standards on Auditing, we report that no material fraud by the Company or on the Company has been noticed or reported during the year.

(b) No report under sub-section (12) of Section 143 of the Act has been filed in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 (as amended) with the Central Government, during the year and upto the date of this report.

(c) There are no whistle blower complaints received by the Company during the year. (xii) The Company is not a Nidhi Company. Accordingly, clause 3(xii) of the Order is not applicable.

(xiii) 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 standalone financial statements etc., as required by the applicable accounting standards.

(xiv) (a) The Company has an internal audit system commensurate with the size and nature of its business.

(b) We have considered the internal audit reports of the Company issued till date, for the period under audit.

(xv) During the year, 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) (a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clauses 3(xvi)(a) of the Order is not applicable.

(b) The Company has not conducted non-banking financial or housing finance activities during the year.

(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, clause 3(xvi)(c) of the Order is not applicable.

(d) The Group has no CIC which are part of the Group.

(xvii) The Company has incurred cash losses ofRs. 14,860 lacs in the current financial year however, it has not incurred any cash losses in the immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors during the year.

(xix) On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities along with details provided in Note 46 and 61 to the standalone financial statements, other information accompanying the standalone financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

(xx) (a) There is no unspent amount towards Corporate Social Responsibility (CSR) on other than ongoing projects requiring a transfer to a Fund specified in Schedule VII to the Act in compliance with the second proviso to sub-section (5) of Section 135 of the said Act. (Refer note 56 of the standalone financial statements) (b) There is no unspent amount towards Corporate Social Responsibility (CSR) on ongoing projects requiring a transfer to a special account in compliance with provision of sub-section (6) of Section 135 of the Act. (Refer note 56 of the standalone financial statements)

For S.N. Dhawan & CO LLP

Chartered Accountants (Firms Registration No. 000050N/N500045)

Rahul Singhal

Partner Membership No. 096570 UDIN: 24096570BKCTHT6595 Place: Gurugram Date: May 27, 2024

ANNEXURE "B" TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements section of our report of even date) Independent Auditors report on the Internal Financial Controls with reference to standalone financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls with reference to the standalone financial statements of Dish TV India Limited ("the Company") as of March 31, 2024 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. 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 its business, including adherence to 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

Our responsibility is to express an opinion on the Companys internal financial controls with reference to standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by the Institute of Chartered Accountants of India ("the ICAI") and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. 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 standalone financial statements were established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference to standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone financial statements included obtaining an understanding of internal financial controls with reference to standalone financial statements, 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 standalone financial statements, whether due to fraud or error.

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 system with reference to standalone financial statements.

Meaning of Internal Financial Controls with reference to Standalone Financial Statements

A companys internal financial controls with reference to standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial statements and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control with reference to standalone financial statements includes 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 standalone 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 standalone financial statements.

Inherent Limitations of Internal Financial Controls with reference to Standalone Financial Statements

Because of the inherent limitations of internal financial controls with reference to standalone 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 standalone financial statements to future periods are subject to the risk that the internal financial controls with reference to standalone financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, and to the best of our information and according to the explanations given to us the Company has, in all material respects, adequate internal financial controls system with reference to standalone financial statements and such internal financial controls with reference to standalone financial statements were operating effectively as at March 31, 2024, based on the internal financial control with reference to financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

For S.N. Dhawan & CO LLP

Chartered Accountants (Firms Registration No. 000050N/N500045)

Rahul Singhal

Partner Membership No. 096570

UDIN: 24096570BKCTHT6595 Place: Gurugram

Date: May 27, 2024

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