Dishtvlof PDF

Date: May 20, 2008
Draft Letter of Offer

For private circulation to the equity shareholders of the Company only
DISH TV INDIA LIMITED

Our Company was originally incorporated as Navpad Texturisers Private Limited on August 10, 1988 under the Companies Act, 1956, as amended. The
name of our Company was changed to ASC Enterprises Private Limited and a fresh certificate of incorporation reflecting the change in name was issued
on September 29, 1995 by the Registrar of Companies, Maharshtra, Bombay. Our Company was converted to a public company and a fresh certificate of
incorporation was issued by the Registrar of Companies, Maharashtra, Bombay on December 13, 1995. The name of our Company was then changed to
Dish TV India Limited and a fresh certificate of incorporation was issued by the Registrar of Companies, National Capital Territory of Delhi and
Haryana, New Delhi on March 7, 2007. The registered office of our Company was shifted from 135, Dr. Annie Baesant Road, Worli, Mumbai 400 018,
India to B-10, Essel House, Lawrence Road, Industrial Area, Delhi 100 035, India on October 4, 1999. For further details see History of the Company
and Other Corporate Matters on page 53.
Registered Office: B-10, Essel House, Lawrence Road, Industrial Area, Delhi 100 035, India.
Tel: +91 11 27101145; Fax: +91 11 27192172
Corporate Office: FC-19, Sector 16A, Noida 201 301, Uttar Pradesh, India. Tel: +91 120 2511 064; Fax: +91 120 2488 777
Compliance Officer: Mr. Jagdish Patra, Company Secretary and Compliance Officer
E-mail: cs@dishtv.in; Website: www.dishtvindia.in
FOR PRIVATE CIRCULATION TO THE EQUITY SHAREHOLDERS OF THE COMPANY ONLY
DRAFT LETTER OF OFFER
ISSUE OF [] EQUITY SHARES OF RE. 1 EACH (EQUITY SHARES) OF DISH TV INDIA LIMITED FOR CASH AT APRICE OF RS.
[] PER EQUITY SHARE INCLUDING A PREMIUM OF RS. [] PER EQUITY SHARE AGGREGATING UPTO RS. 114,000 LAKHS TO
THE EQUITY SHAREHOLDERS OF DISH TV INDIA LIMITED ON RIGHTS BASIS IN THE RATIO OF [] EQUITY SHARES FOR
EVERY [] EQUITY SHARES HELD ON THE RECORD DATE i.e. [] IN TERMS OF THE LETTER OF OFFER (ISSUE). THE
TOTAL ISSUE PRICE IS [] TIMES OF THE FACE VALUE OF THE EQUITY SHARE. THE ISSUE PRICE FOR THE EQUITY
SHARES WILL BE PAID IN [] INSTALLMENTS: []% OF THE ISSUE PRICE WILL BE PAYABLE ON APPLICATION AND THE
BALANCE []% OF THE ISSUE PRICE WILL BECOME PAYABLE AT THE OPTION OF THE COMPANY WITHIN [] MONTHS
FROM THE DATE OF ALLOTMENT. FOR MORE DETAILS, SEE TERMS OF THE ISSUE ON PAGE 286.
GENERAL RISKS
Investments in equity and equity related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can
afford to take the risk of losing their investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in this
Issue. For taking an investment decision, Investors must rely on their own examination of the Issuer and the Issue including the risks involved. The
securities have not been recommended or approved by the Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or
adequacy of this document. Investors are advised to refer to Risk Factors on page ix before making an investment in this Issue.
ISSUERS ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Letter of Offer contains all information with
regard to the Issuer and the Issue, which is material in the context of this Issue, that the information contained in this Draft Letter of Offer is true and
correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and
that there are no other facts, the omission of which makes this Draft Letter of Offer as a whole or any such information or the expression of any such
opinions or intentions misleading in any material respect.
LISTING
The existing equity shares of our Company are listed on the Bombay Stock Exchange Limited (BSE), the National Stock Exchange of India Limited
(NSE) and the Calcutta Stock Exchange Association Limited (CSE). The Company has received in-principle approvals from BSE, NSE and
CSE for listing the Equity Shares arising from this Issue vide letters dated [], [] and [] respectively. The [] shall be the Designated Stock
Exchange.
LEAD MANAGER TO THE ISSUE
REGISTRAR TO THE ISSUE
Enam Securities Private Limited

801, Dalamal Towers,
Nariman Point,
Mumbai 400 021,
India.
Tel: +91 22 6638 1800
Fax: +91 22 2284 6824
Email: dishtv@enam.com
Website: www.enam.com
Investor Grievance Email: complaints@enam.com
Contact Person: Mr. Sachin K. Chandiwal
SEBI Registration No.: INM000006856
ISSUE OPENS ON
[]
Sharepro Services (India) Private Limited

Satam Estate, 3rd Floor,
Above Bank of Baroda,
Cardinal Gracious Road,
Chakala, Andheri (E),
Mumbai 400 099,
India.
Tel: +91 22 2821 5168
Fax: +91 22 2837 5646
Email: indira@shareproservices.com
Contact Person: Mrs. Indira Karkera
SEBI Registration No.: INR000001476
ISSUE PROGRAMME
LAST DATE FOR REQUEST FOR
SPLIT APPLICATION FORMS
[]
ISSUE CLOSES ON
[]
TABLE OF CONTENTS
PRESENTATION OF CURRENCY, FINANCIAL INFORMATION AND USE OF MARKET DATA .......iii

FORWARD-LOOKING STATEMENTS .............................................................................................................. iv
DEFINITIONS AND ABBREVIATIONS............................................................................................................... v
RISK FACTORS ...................................................................................................................................................... ix
SUMMARY................................................................................................................................................................ 1
THE ISSUE ................................................................................................................................................................ 3
SELECTED FINANCIAL INFORMATION.......................................................................................................... 4
GENERAL INFORMATION................................................................................................................................... 8
CAPITAL STRUCTURE........................................................................................................................................ 12
OBJECTS OF THE ISSUE..................................................................................................................................... 24
BASIS FOR ISSUE PRICE .................................................................................................................................... 28
STATEMENT OF TAX BENEFITS..................................................................................................................... 30
INDUSTRY OVERVIEW....................................................................................................................................... 38
OUR BUSINESS ...................................................................................................................................................... 44
REGULATIONS AND POLICIES ........................................................................................................................ 50
HISTORY OF THE COMPANY AND OTHER CORPORATE MATTERS ................................................... 53
DIVIDEND POLICY .............................................................................................................................................. 59
MANAGEMENT ..................................................................................................................................................... 60
PROMOTERS ......................................................................................................................................................... 69
GROUP COMPANIES ........................................................................................................................................... 83
OUR SUBSIDIARIES ............................................................................................................................................. 95
RELATED PARTY TRANSACTIONS................................................................................................................. 98
FINANCIAL STATEMENTS .............................................................................................................................. 112
STOCK MARKET DATA FOR EQUITY SHARES OF OUR COMPANY ................................................... 219
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS....................................................................................................................................................... 220
FINANCIAL INDEBTEDNESS........................................................................................................................... 230
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS ..................................................... 233
GOVERNMENT APPROVALS .......................................................................................................................... 269
STATUTORY AND OTHER INFORMATION................................................................................................. 276
TERMS OF THE ISSUE ...................................................................................................................................... 286
MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION.................................................................... 307
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION.......................................................... 318
DECLARATION ................................................................................................................................................... 320
NO OFFER IN THE UNITED STATES

The rights and the shares of the Company have not been and will not be registered under the United States
Securities Act of 1933, as amended (the Securities Act), or any U.S. state securities laws and may not be offered,
sold, resold or otherwise transferred within the United States of America or the territories or possessions thereof
(the United States or U.S.) or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S
under the Securities Act (Regulation S)), except in a transaction exempt from the registration requirements of
the Securities Act. The rights referred to in this Draft Letter of Offer are being offered in India, but not in the
United States. The offering to which this Draft Letter of Offer relates is not, and under no circumstances is to be
construed as, an offering of any shares or rights for sale in the United States or as a solicitation therein of an offer
to buy any of the said shares or rights. Accordingly, this Draft Letter of Offer should not be forwarded to or
transmitted in or into the United States at any time.
Neither the Company nor any person acting on behalf of the Company will accept subscriptions from any person,
or the agent of any person, who appears to be, or who the Company or any person acting on behalf of the Company
has reason to believe is, a resident of the United States and to whom an offer, if made, would result in requiring
registration of this Draft Letter of Offer with the United States Securities and Exchange Commission. The
Company is informed that there is no objection to a United States shareholder selling its rights in India. Rights may
not be transferred or sold to any U.S. Person.
ii
PRESENTATION OF CURRENCY, FINANCIAL INFORMATION AND USE OF MARKET DATA

All references to Rs.or INR refer to Rupees, the lawful currency of India, USD or US$ refers to the United
States Dollar, the lawful currency of the United States of America. References to the singular also refers to the
plural and one gender also refers to any other gender, wherever applicable, and the words Lakh or Lac mean
100 thousand and the word million means 10 lakh and the word crore means 10 million or 100 lakhs
and the word billion means 1,000 million or 100 crores.
Unless stated otherwise, the financial information used in this Draft Letter of Offer is derived from the Companys
consolidated restated financial statements for the period between March 31, 2003 and December 31, 2007 prepared
in accordance with Indian GAAP and the Companies Act, 1956 and standalone restated financial statements in
accordance with applicable SEBI Guidelines, as stated in the report of our statutory auditors MGB & Co.,
Chartered Accountants, included in this Draft Letter of Offer.
Unless stated otherwise, throughout this Draft Letter of Offer, all figures have been expressed in lakhs.
Our fiscal year commences on April 1 and ends on March 31 of the next year. Unless stated otherwise, reference
herein to a fiscal year (eg. Fiscal 2008), is to the fiscal year ended March 31 of a particular year.
All references to Rupees or Rs. are to Indian Rupees, the official currency of the Republic of India.
In this Draft Letter of Offer, any discrepancies in any table between the total and the sum of the amounts listed may
be due to rounding off.
Market and industry data used in this Draft Letter of Offer, has been obtained from industry publications
and governmental sources. Industry publications generally state that the information contained in those
publications has been obtained from sources believed to be reliable and that their accuracy and
completeness are not guaranteed and their reliability cannot be assured. Although we believe market data
used in this Draft Letter of Offer is reliable, it has not been independently verified.
iii
FORWARD-LOOKING STATEMENTS
We have included statements in this Draft Letter of Offer which contain words or phrases such as will, aim, is
likely to result, believe, expect, will continue, anticipate, estimate, intend, plan, contemplate,
seek to, future, objective, goal, project, should, will pursue and similar expressions or variations of
such expressions, that are forward looking statements.
All forward looking statements are subject to risks, uncertainties and assumptions about us that could cause actual
results to differ materially from those contemplated by the relevant forward-looking statement. Important factors
that could cause actual results to differ materially from our expectations include but are not limited to:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
(viii)
(ix)
(x)
General economic and business conditions in the markets in which we operate and in the local, regional
and national economies;
Increasing competition in or other factors affecting the industry segments in which we operate;
Controlling the customer churn that we are subjected to;
Changes in laws and regulations relating to the industries in which we operate;
Our ability to successfully implement our growth strategy and expansion plans, and to successfully launch
and implement various projects and business plans;
Our ability to meet our capital expenditure requirements;
Fluctuations in interest rates and operating costs;
Our ability to attract and retain qualified personnel;
Changes in political and social conditions in India, the monetary policies of India and other countries,
inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices; and
The performance of the financial markets in India.
The other risk factors discussed in this Draft Letter of Offer, including those set forth under Risk Factors.
For a further discussion of factors that could cause our actual results to differ, please refer to the sections titled
Risk Factors, Our Business and Managements Discussion and Analysis of Financial Condition and Results of
Operations of this Draft Letter of Offer. By their nature, certain market risk disclosures are only estimates and
could be materially different from what actually occurs in the future. As a result, actual future gains or losses could
materially differ from those that have been estimated. Neither the Company nor the Lead Manager nor any of their
respective affiliates have any obligation to update or otherwise revise any statements reflecting circumstances
arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do
not come to fruition. In accordance with SEBI / Stock Exchanges requirements, the Company and Lead Manager
will ensure that investors in India are informed of material developments until the time of the grant of listing and
trading permission by the Stock Exchanges.
iv
DEFINITIONS AND ABBREVIATIONS
Unless the context otherwise indicates or requires, the following terms shall have the meanings given below in this
Draft Letter of Offer.
Company Related Terms
Term
Articles/Articles of Association
Auditors
Board of Directors/ Board
Corporate Office
Dish TV India Limited or Dish
TV or the Company or our
Company
ESOP Scheme
Group Companies
Memorandum/ Memorandum of
Association
New Era Entertainment Network
Limited or NEENL
Promoters
Description
Articles of association of our Company.
MGB & Company, Chartered Accountants having their office at 21, Shankar Vihar
Vikas Marg, Delhi 1100 92, India..
The board of directors of our Company or a duly constituted committee thereof.
Corporate office of our Company situated at FC-19, Sector 16A, Noida, 201 301,
Uttar Pradesh, India.
Dish TV India Limited, a public limited company incorporated under the Companies
Act, 1956.
The employee stock option plan of our Company as approved pursuant to a special
resolution passed by our shareholders at the AGM held on August 3, 2007
The top five listed group companies of our Company in terms of market
capitalization, being Zee Entertainment Enterprises Limited, ETC Networks Limited,
Essel Propack Limited, Zee News Limited and Wire and Wireless (India) Limited.
The memorandum of association of our Company.
New Era Entertainment Network Limited, which had its registered office situated at
B-10, Essel House, Lawrence Road Industrial Area, New Delhi 110 035, India.
Who are individuals:
Mr. Subhash Chandra, Mr. Laxmi Narain Goel, Mr. Ashok Goel, Mr. Ashok Mathai
Kurien and Ms. Sushila Goel.
And
Which are companies:
Registered Office
Scheme of Arrangement
Siti Cable Network Limited or Siti

Cable
Veena Investment Private Limited, Delgrada Limited, Afro-Asian Satellite

Communications Limited, Jayneer Capital Private Limited, Ganjam Trading
Company Private Limited, Churu Trading Company Private Limited, Premier Finance
& Trading Company Private Limited, Prajatma Trading Company Private Limited,
Lazarus Investments Limited, Briggs Trading Company Private Limited, Essel
Infraprojects Limited and Ambience Business Services Private Limited.
Registered office of our Company situated at B-10, Essel House, Lawrence Road,
Industrial Area, Delhi 100 035, India.
The scheme of arrangement by which Zee Entertainment Enterprises Limited has
transferred its direct consumer services business to the Company; and Siti Cable
Network Limited and New Era Entertainment Network Limited have transferred their
entire business and whole of undertakings to our Company, as approved by the order
of the High Court of Judicature at Delhi dated December 18, 2006 and High Court of
Judicature at Bombay dated January 12, 2007.
Siti Cable Network Limited, which had its registered office at Continental Building,
135 Dr Annie Besant Road, Worli, Mumbai 400 018, India.
Subsidiaries
Agrani Convergence Limited, Agrani Satellite Services Limited and Integrated

Subscribers Management Services Limited.
We or us or our
Unless indicated otherwise, refers to Dish TV India Limited and its Subsidiaries.
Issue Related Terms and Abbreviations

Term
Act
AGM
Allotment
Description
The Companies Act, 1956, as amended
Annual General Meeting
Unless the context otherwise requires, the allotment of partly paid up Equity
Shares pursuant to the Issue
Term
Allotment Date
CAF
DP
DIPP
Designated Stock Exchange
Draft Letter of Offer
EGM
Equity Shares
Equity Shareholders
FDI
FII
FIPB
FVCI
Financial Year/Fiscal Year/Fiscal

Indian GAAP
Investor(s)
ISIN
Issue
Issue Closing Date

Issue Opening Date
Issue Price
Lead Manager
Letter of Offer
Mutual Fund
RoC
Record Date
Registrar/ Registrar to the Issue
Renouncees
Rights Entitlement
SEBI
SEBI Act
SEBI Guidelines
Description
The date on which Allotment is made, being []
Composite Application Form
Depository Participant
Department of Industrial Policy and Promotion, Ministry of Commerce and
Industry, Government of India
[]
Draft Letter of Offer dated [] filed with SEBI
Extra Ordinary General Meeting
Equity shares of the Company of face value of Re. 1 each
A holder of Equity Shares
Foreign Direct Investment
Foreign Institutional Investor (as defined under the Securities and Exchange
Board of India (Foreign Institutional Investors) Regulations, 1995)
registered with SEBI under applicable laws in India
Foreign Investment Promotion Board, Ministry of Finance, Government of
India
Foreign Venture Capital Investors (as defined under the Securities and
Exchange Board of India (Foreign Venture Capital Investors) Regulations,
2000) registered with SEBI under applicable laws in India
Period of twelve months ended March 31 of that particular year, unless
otherwise stated
Generally Accepted Accounting Principles in India
Shall mean an Equity Shareholder as on the Record Date, i.e. [] and
Renouncee(s)
International Securities Identification Number
Issue of [] Equity Shares of the Company for cash at aprice of Rs. [] per
Equity Share including a premium of Rs. [] per Equity Share aggregating
upto Rs. 114,000 lakhs to the Equity Shareholders of the Company on rights
basis in the ratio of [] Equity Shares for every [] Equity Shares held on the
Record Date i.e. [] in terms of the Letter of Offer. The total Issue Price is
[] times of the face value of the Equity Share. The Issue Price for the
Equity Shares will be paid in [] installments: []% of the Issue Price will be
payable on application and the balance []% of the Issue Price will become
payable at the option of the Company within [] months from the Date Of
Allotment.
[]
[]
[] per Equity Share
Letter of Offer dated [] to be filed with the Stock Exchanges after
incorporating SEBI comments on the Draft Letter of Offer
A mutual fund registered with SEBI under the SEBI (Mutual Funds)
Regulations, 1996
Registrar of Companies, National Capital Territory of Delhi and Haryana,
New Delhi
[]
Sharepro Services (India) Private Limited having its registered office at
Satam Estate, 3rd Floor, Above Bank of Baroda, Cardinal Gracious Road,
Chakala, Andheri (E), Mumbai 400 099, India.
Persons who have acquired Rights Entitlements from Equity Shareholders
The number of Equity Shares that a shareholder is entitled to in proportion to
his/her shareholding in the Company as on the Record Date
Securities and Exchange Board of India
The Securities and Exchange Board of India Act, 1992, as amended from
time to time
The SEBI (Disclosure and Investor Protection) Guidelines, 2000 issued by
SEBI, as amended, including instructions and clarifications issued by SEBI
vi
Term
Stock Exchange(s)
Takeover Code
Description
from time to time
The BSE, NSE and CSE
The SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,
1997 as amended
Abbreviations
Abbreviation
AS
BSE
CDSL
CEO
CSE
CFO
DOT
EPS
FEMA
GoI
ICD
HUF
IDBI
IRS
IT
I T Act
ITAT
ISO
MIB
MF
MoU
NR
NRI
NSDL
NSE
OCB
PAN
RBI
RoNW
Rs./Rupees/INR
SEC
TDSAT
USD
Full Form
Accounting Standards issued by the Institute of Chartered Accountants of India
The Bombay Stock Exchange Limited
Central Depository Services Limited
Chief Executive Officer
The Calcutta Stock Exchange Association Limited
Chief Financial Officer
Department of Telecommunication and Information Technology, Government of
India
Earnings Per Share
The Foreign Exchange Management Act, 1999, as amended from time to time, and
the regulations framed thereunder
Government of India
Inter Corporate Deposits
Hindu Undivided Family
Industrial Development Bank of India
Indian Readership Survey
Information Technology
The Income Tax Act, 1961, as amended from time to time
Income Tax Appellate Tribunal
International Standards Organisation
Ministry of Information and Broadcasting, Government of India
Mutual Funds
Memorandum of Understanding
Non Resident
Non Resident Indian
National Securities Depository Limited
The National Stock Exchange of India Limited
Overseas Corporate Bodies
Permanent Account Number under the IT Act
Reserve Bank of India
Return on Networth
Indian Rupees
Socio-Economic Class
Telecom Dispute Settlement and Appellate Tribunal
United States Dollars, the official currency of the United States of America
Technical and Industry Terms and Abbreviations

Term
ARPU
ASIASAT
C&S
CAS
CPE
DCCs
DTH
EPG
FTA
HE
HITS
HPA
INSAT4A
INTELSAT
ISP
IVR
Description
Average Revenue Per User
Asia Satellite Telecommunications Company Limited A satellite
Cable and Satellite
Conditional Access System
Consumer Premise Equipments
Dish Care Centers
Direct to Home
Electronic Program Guide
Free to Air
Head End
Head-end in the Sky
High Power Amplifiers
Indian Satellite 4A
Intelsat, a satellite
Internet Service Provider
Interactive Voice Recording
vii
LNB
Mhz.
MDU
NSS6
NVOD
PAS10
SACFA
SAF
SMS
STB
VAS
VC
VGA
VSAT
WPC
Low Noise Block

Megahertz
Multi Dwelling Unit
The satellite used by the Company for uplinking of channels
Near Video on Demand
A satellite
Standing Advisory Committee on radio frequency allocations
Subscriber Application Form
Subscriber Management System
Set Top Box
Value Added Services
Viewing Card
Video Graphics Array
Very Small Apperture Terminal
Wireless and Planning Commission
viii
RISK FACTORS
An investment in equity shares involves a high degree of risk. You should carefully consider all the information in
this Draft Letter of Offer, including the risks and uncertainties described below, before making an investment in
our Equity Shares. If any of the following risks actually occur, our business, results of operations and financial
condition could suffer, the price of our Equity Shares could decline, and you may lose all or part of your
investment. The financial and other implications of material impact of risks concerned, wherever quantifiable, have
been disclosed in the risk factors mentioned below. However there are a few risk factors where the impact is not
quantifiable and hence the same has not been disclosed in such risk factors. The numbering of risk factors has been
done to facilitate ease of reading and reference and does not in any manner importance of one risk factor over
another.
Unless otherwise stated, the financial information used in this section is derived from our consolidated audited
financial statements under Indian GAAP, as restated.
Internal Risk Factors
Internal risk factors and risks relating to our business
1. SEBI has passed an order against some of our Promoter companies and one of our Group Companies
SEBI has passed an order dated March 19, 2008 (order no. WTM/TCN/91/IVD2/03/2008) against ZEEL, one of
our Group Companies, and also against some of our Promoter companies, namely, Churu Trading Company
Private Limited, Briggs Trading Company Private Limited, Prajatma Trading Company Private, Ganjam Trading
Company Private Limited, Premier Finance & Trading Company Private Limited on grounds of aiding and abetting
certain entities related to Mr. Ketan Parekh in large scale market manipulation of shares of ZEEL. Pursuant to the
said order, SEBI has warned ZEEL and the said Promoter companies and has cautioned that any similar activity or
instances of violation or non-compliance of the provisions of the SEBI Act, 1992 and the rules and regulations
framed thereunder shall be dealt with stringently.
2. Certain of our Promoters and Group Companies have been involved in criminal proceedings
Certain of our Promoters and Group Companies have been involved in criminal proceedings. These proceedings
are at various stages of adjudication before various courts and tribunals and any adverse order or direction by the
concerned authorities could have a material adverse impact on our business or cause the price of our Equity Shares
to decline. A brief description of the criminal proceedings against such Promoters and Group Companies are as
described in the table below.
S. No.
Complainant/
Applicant
Promoters
Mr. Subhash Chandra
1.
Abhudaya
Cooperative Bank
Limited
Name & Address of the

Court/ Arbitration
Panel
Compensation
claimed, if any
Brief Description of Case
7th Metropolitan
Mumbai
Rs. 14,898,389
Certain cheques issued by M/s Singhal

Swaroop Ispat Limited in favour of the
complainant were dishonoured. Hence the
complainant has filed this complaint against
Mr. Subhash Chandra in his capacity as a
director.
Certain cheques issued by M/s Singhal
Swaroop Ispat Limited in favour of the
complainant were dishonoured. Hence the
complainant has filed this complaint against
Mr. Subhash Chandra in his capacity as a
director.
The complainant has alleged that M/s Singhal
Swaroop Ispat Limited, Mr. Subhash Chandra
and others failed to make the requisite
payments as consideration for certain scrap
materials purchased by them.
The complainant has filed the complaint under
section 3(2) of the Criminal Law (amendment)
Ordinance, 1944 seeking attachment of certain
specified properties belonging to the M/s
Magistrate,
M/s Ceat Financial

Services Limited
19th Court,
Mumbai
Ballard
Pier,
Rs. 9,45,440
3.
Maharashtra
Trading
Corporation
State
47th Court, Esplanade, Mumbai
Rs. 1,90,77,000
4.
Maharashtra
Trading
Corporation
State
Small Causes Court, Mumbai
ix
S. No.
Complainant/
Applicant

Court/ Arbitration
Panel
Compensation
claimed, if any
5.
M/s
Mahalaxmi
Factories Services
Limited
2nd Metropolitan Magistrate,

Egmore, Chennai
Rs. 68,67,240
19th
Court,
Metropolitan
Magistrate, Esplanade, Mumbai
The complaint has been filed against Mr.

Ashok Goel and the other directors, erstwhile
and present, and the erstwhile company
secretary of Essel Propack Limited. It has
been alleged that company had failed to take
the obtain the approval of the general body of
its shareholders with respect to corporate
guarantee of Rs. 10 crores given by the
company to ICICI Bank Limited.
The complainant has alleged violation of the

provisions of section 383A of the Companies
Act.

provisions of section 383A of the Companies
Act.

provisions of section 301(4) of the Companies
Act.
provisions of sections 211(7) and 372(3) of
the Companies Act.
Act.
Act.
provisions of section 629(A) of the Companies
Act.
Mr. Ashok Goel

1.
Deputy Registrar of
Companies,
Maharashtra,
Mumbai
Ganjam Trading Company Private Limited

1.
Deputy Registrar of Additional Chief Metropolitan
Companies,
Magistrate,
19th
Court,
Mumbai
Esplanade, Mumbai
Churu Trading Company Private Limited
1.
Companies,
Magistrate,
19th
Court,
Mumbai
Esplanade, Mumbai
Prajatma Trading Company Private Limited
1.
Registrar
of Additional Chief Metropolitan
Companies,
Magistrate,
19th
Court,
Mumbai
Esplanade, Mumbai
2.
Registrar
Companies,
Magistrate,
19th
Court,
Mumbai
Esplanade, Mumbai
3.
Registrar
Companies,
Magistrate,
19th
Court,
Mumbai
Esplanade, Mumbai
4.
Registrar
Companies,
Magistrate,
19th
Court,
Mumbai
Esplanade, Mumbai
5.
Registrar
Companies,
Magistrate,
19th
Court,
Mumbai
Esplanade, Mumbai
Briggs Trading Company Private Limited
1.
Companies,
Magistrate,
19th
Court,
Mumbai
Esplanade, Mumbai
2.
Deputy Registrar of
Companies,
Mumbai
Additional Chief Metropolitan

Magistrate,
19th
Court,
Esplanade, Mumbai
Zee Entertainment Enterprises Limited

1.
Mr. Sandeep Pal Fourth Additional
Singh
Judge, Thane
of
Sessions
7th Additional Sessions Judge,

Bhoiwada
2.
State
Maharashtra
3.
Mr. Santosh Shinde
High Court of Mumbai
4.
Mr.
Metropolitan
Mahadeo
Magistrate,
Singal Swaroop Ispat Limited.

The complainant has alleged that M/s Singhal
Swaroop Ispat Limited, Mr. Subhash Chandra
and others defaulted in paying the
consideration for purchase of certain
machineries from it.

provisions of section 383(A) of the Companies
Act. The company and the other respondents
have thereafter filed an application dated April
22, 2002 for compounding of the offence.
provisions of section 383 of the Companies
Act. The company and the other respondents
have thereafter filed an application dated April
22, 2002 for compounding of the offence.
The complainant had filed the complaint for
alleged infringement of the complainants
copyright of the film Jaan Se Badhkar. An
interim order by the court has been stayed by
the High Court of Mumbai pursuant to its
order dated February 10, 2003.
The complaint has been filed pursuant to a
first information report filed by Mr. Rajeev
Suri before the 7th Additional Sessions Judge,
Bhoiwada, against Mr. Santosh Shinde and
Zee Entertainment Enterprises Limited for
telecasting the song Rim Jhim Barse from
the film Manzil by the company.
The writ petition has been filed seeking to
quash the first information report filed by Mr.
Rajeev Suri based on a terms of settlement
executed between Mr. Rajeev Suri and Zee
Entertainment Enterprises Limited
S. No.
Complainant/
Applicant

Court/ Arbitration
Panel
Ramrao Sabnis
Railway
Mobile
Andheri, Mumbai
Compensation
claimed, if any
Court,
5.
Registrar
Companies,
Mumbai
of
Additional Chief Metropolitan,

Magistrate,
19th
Court,
Esplanade
6.
Registrar
Companies,
Mumbai
of
Additional Chief Metropolitan,

Magistrate,
19th
Court,
Esplanade
Chief
Judicial
Saraikela
Magistrate,
ETC Networks Limited

1.
State of Jharkhand
2.
U.V
Educational
Society
Chief
Judicial
Kanpur
Magistrate,
3.
M/s
Axis
Computers
&
Education Center
Additional District and Sessions

Judge, Patiala House Courts
Brihanmumbai
Municipal
Corporation
Zee News Limited
1.
Mr. Mukti Nath Jha
Metropolitan Magistrate, Vile

Parle
Chief
Judicial
Howrah
Rs. 40,00,000
2.
Mr. Agasti Kanitkar
Junior Magistrate First Class,

Pune
3.
Mr.
Nikhalje
37th Sessions Court, Esplanade,

Mumbai
4.
Deepak
Magistrate,
rules for telecasting the serial SAREGAMA

on Zee Marathi channel by the Zee
Entertainment Enterprises Limited
The complainant has alleged that certain share
application money was collected and not
refunded by Zee Entertainment Enterprises
Limited in violation of section 113 of the
Companies Act and has claimed refund of the
same.
The complainant has alleged that Zee
Entertainment Enterprises Limited failed to
refund the excess amounts received with
respect to certain shares in violation of section
73(2B) of the Companies Act and has claimed
refund of the share application money.
The matter has been filed alleging criminal
breach of trust and cheating under sections
406 and 420 of the Indian Penal Code, 1860.
The matter has been filed alleging criminal
breach of trust and cheating under sections
120B, 406 and 420 of the Indian Penal Code,
1860.
The matter has been filed by the petitioner
seeking a stay on the proceedings initiated by
ETC Networks Limited against it for
dishonouring its cheque under section 138 of
the Negotiable Instruments Act, 1881 before
the trial court.
The Complaint has been filed alleging that the
company did not hold a valid factory permit
The complainant has alleged defamation in a

programme titled Oder Bolte Dao telecast in
Zee Bangla channel.
news item telecast on Zee Marathi channel on
February 15, 2006. The company and the
other respondents have filed a writ petition
(Criminal writ petition no. 2465 of 2007)
before the High Court of Mumbai seeking to
quash the process issued against them by the
Junior Magistrate First Class, Pune in the
above mentioned criminal complaint. The
High Court by its order dated January 14,
2008 has stayed the proceeding at lower court.
news item telecast on Zee News channel on
May 28, 2007.
Zee News Limited and the other respondents
have filed two criminal revision applications
(criminal revision application nos. 963 of
2007 and 945 of 2007) against Mr. Deepak
Nikhalje before the 58th Sessions Court,
Esplanade, Mumbai seeking to quash the order
passed by the 37th Sessions Court on June 26,
2007.
Wire and Wire (India) Limited

1.
State
Maharashtra
Magistrate, Esplanade, Mumbai
The company has been alleged to have

violated the copyright of the film Bhago
Bhoot Aya.
For further details, see the section titled Outstanding Litigations and Material Developments on page 233.
3. Equity shares of one of our Group Companies, Solid Containers Limited, are currently suspended from
trading on the BSE.
xi
The shares of the Solid Containers Limited are currently suspended from trading on the BSE. The BSE by its letter
(reference no. DCS/DL_SUSP/502460/47) dated October 11, 2004 issued to Solid Containers Limited, has
suspended the trading of the securities of the company for non compliance of listing agreement. In the year 2007,
an application was made by Solid Containers Limited to the BSE for revocation of suspension of trading in
securities of Solid Containers Limited. In this regard, BSE has replied and agreed to consider the application for
revocation subject to the certain conditions, based on their internal guidelines.
4. We are involved in certain legal and other proceedings in India due to which we may face certain liabilities
There are outstanding litigations against us and certain of our directors, Promoters, Subsidiaries, and Group
Companies. We are also defendants in legal proceedings incidental to our business and operations. These legal
proceedings are pending at different levels of adjudication before various courts and tribunals. Should any new
developments arise, such as a change in Indian law or rulings against us by appellate courts or tribunals, we may
need to make provisions in our financial statements, which could adversely impact our business results.
Furthermore, if significant claims are determined against us and we are required to pay all or a portion of the
disputed amounts, it could have a material adverse effect on our business and profitability. The details of litigations
against us are as under:
There are two intellectual property matters filed against us;

There are two civil suits filed against us; and
There are 107 consumer complaints filed against us.
For details please refer to Outstanding Litigations and Material Developments on page 233.
5. Wire and Wireless (India) Limited, one of our Group Companies is engaged in business activities which
compete with our business.
Wire and Wireless (India) Limited, one of our Group Companies is engaged in business activities of digitised
cable, wherein the targeted customers are same for our business and the business of Wire and Wireless (India)
Limited. This may result in loss of target subscribers to our business, affecting our subscriber base. While we have
not in the past faced any conflict, we cannot assure you that no such conflict will arise in the future that may
adversely affect our financial conditions and prospects.
6. Qualifications to audit reports
There are several qualifications made by our statutory auditors on the audit reports of our Company. For details
please refer to Financial Statements- Annexure-D on page 122.
7. We import a major part of the Consumer Premises Equipments
We are dependant on external vendors for a regular supply of CPEs and majority of such equipments are imported
from foreign suppliers. We import nearly 85% of all our CPEs from three external suppliers and our liabilities on
account of import duty and other taxes amount to 21.26% on such imports.
We have not entered into any firm/long term arrangements for supply of such equipments with the vendors. We
may not guarantee a regular supply of such equipments at competitive prices. Further, any change in government
policy on imports of such goods, including import duties, may affect our procurement of such equipments at a
reasonable cost, which may adversely affect our business and results of operations.
8. Significant competition from new entrants and existing players
Significant additional competition in the DTH industry may result in reduced market share and thereby negatively
affect our revenues and profitability. They may also benefit from greater economies of scale and operating
efficiencies. Maintaining or increasing our market share will depend on effective marketing initiatives including
advertising spend and our ability to improve our processes. We cannot assure you that we will be able to compete
effectively with other players. Such competition may lead to increase in churn rate of our customers. Failure by us
to compete effectively may adversely affect our pricing and margins and may have a material adverse effect our
business and profitability.
xii
9. The success of our business is substantially dependent on our management and technical team, our inability
to retain them could adversely affect our business.
Our ability to sustain our growth depends, in large part, on our ability to attract, train, motivate and retain skilled
personnel. Our ability to hire and retain additional qualified personnel will impact our ability to continue to expand
our business. We believe that there is a significant demand for personnel who possess the skills needed in our
business areas. An increase in the rate of attrition for our experienced employees, would adversely affect our
business. We cannot assure you that we will be successful in recruiting and retaining a sufficient number or
personnel with the requisite skills to replace those personnel who leave. This may adversely affect our business and
results of operations. Further we cannot assure you that we will be able to re-deploy and re-train our personnel to
keep pace with continuing changes in our business.
10. We operate in a highly capital intensive sector
We are in a capital-intensive industry. The cost of launch of additional channels and new transponders is highly
capital intensive. The returns on our ventures would only start at a later date. Our return on capital investment
depends upon, among other things, competition, subscriber acquisition cost, demand, government policies, rate of
interest and general economic conditions.
11. Our business plans may need substantial capital and additional financing to meet our requirements
Our proposed business plans are being partly proposed to be funded through the proceeds of this Issue. However
the actual amount and timing of future capital requirements may differ from estimates including but not limited to
unforeseen delays or cost overruns, unanticipated expenses, market developments or new opportunities. We might
not be able to generate internal cash in our Company as estimated and may have to resort to alternate sources of
funds. If we decide to raise additional funds through the debt route, the interest obligations may increase and we
may be subject to additional covenants, which could limit our ability to access cash flows from operations.
12. We have incurred losses in the past and have a negative networth
We have incurred losses for the nine months period ending December 31, 2007 and during the year ended March
31, 2007 amounting to Rs. (30,187.93) lakhs and Rs. (24,428.70) lakhs respectively. Our networth as at December
31, 2007 and as at March 31, 2007 was Rs. (36,307.89) lakhs and was Rs. (6,119.96) lakhs, respectively. In the
event we continue to incur such losses in the future, it would adversely affect our results of operations.
13. Any negative operating cash flow in the future could have an adverse effect on our results of operations
We have had negative net cash flow amounting to Rs.(38.79) lakhs for the nine months period ending December
31, 2007 from operating activities and negative net cash flow amounting to Rs. (19,235.46) lakhs for the nine
months period ending December 31, 2007 from investing activites, majorly because of our increased subscriber
acquisition cost, marketing, sales and distribution expenses.
There can be no assurance that we will not experience periods of negative cash flow in the future. If the negative
cash flow trend persists in future, our Company may not be able to generate sufficient amounts of cash flow to
finance our Companys working capital and capital expenditure requirements.
14. We may not be able to sustain or increase our ARPU
In the growing phase of competition, our cost of acquisition of customers may increase and our average revenue
per user may decrease. This reduction in ARPU may adversely impact our financial performance. We cannot assure
you that we will be able to increase or sustain our average revenue per user and compete effectively with other
players, which could have a material adverse effect on our business and profitability.
15. We enter into Related Party Transactions
During the course of our business, we enter into related party transactions majorly with Zee Entertainment
Enterprises Limited for advertising our services over the television media, Zee Turner Limited for purchase of
content and with various other related parties for purposes of payment of rent of office premises. For more
information please refer to Related Party Transactions on page 98.
xiii
16. Our business is largely depended on broadcasters and satellite transponders

We depend on the broadcasters for their signal input and on the transponders to reach up to the end subscribers.
Our business operation forms a vital link between the broadcaster and transponders. There can be no assurance that
we will have unrestricted access to the signals or with respect to their quality, each of which could have an adverse
impact on our ability to offer quality DTH services and could adversely affect our results of operations.
17. Our insurance coverage may not be adequately protect us against certain operational risks or claims, and we
may be subject to losses that might not be covered in whole or in part by existing insurance coverage.
We maintain insurance for a variety of risks, including, among others, for risks relating to fire, burglary and certain
other losses and damages. There could be other risks and/or losses for which we are not insured, such as loss of
business, environmental liabilities and natural disasters. Moreover consumer premises equipments installed at the
subscribers place is not covered by any insurance. Any such losses could adversely affect on our financial
conditions and prospects.
18. Our lenders have imposed certain restrictive conditions on us under our financing arrangements.
Under certain of our existing financing arrangements, the lenders have the right to withdraw the facilities in the
event of any change in circumstances, including but not limited to, any material change in the ownership or
shareholding pattern or management of the Company. Further, certain of our financing arrangements impose
restrictions on the utilization of the loan for certain specified purposes only.
We are also required to obtain the prior consent from our lenders for, among other matters, paying any dividends to
the Equity Shareholders, undertaking any material change in the nature of our business and changing the
shareholding pattern of our Promoters or of our management. Further, one of our financing documents provides
that on default in repayment of the facility availed, the lender may direct us to convert the whole or such part of the
amount outstanding to the lender into fully paid-up equity shares at the market rate prevalent on the date of such
conversion.
There can be no assurance that we will be able to obtain lender consents on time or at all. This may limit our ability
to pursue our growth plans and limit our flexibility in planning for, or reacting to, changes in our business or
industry.
For more information please refer to Financial Indebtedness on page 230.
19. Our logo and trademark is not owned by us.
We have made an application to the Registrar of Trademark, New Delhi dated April 10, 2008 for registration of our
logo which is currently pending approval of the necessary authorities. We are using logo of ZEEL in our logo, for
which we have taken the approval from ZEEL. Not being the license holder for such logos and trademark, we do
not enjoy the statutory protection accorded to registered logos and trademarks and may be subject to infringement
of our intellectual property by third parties. For more information, please refer to Government Approvals on
page 269.
20. Our Subsidiaries have incurred losses in the past and have had negative networth.
Our Subsidiaries have incurred losses (as per audited financial statements) in the recent fiscal years, as set forth in
the table below:
(Rs. in lakhs)
Name of the Company
Agrani Convergence Limited
Integrated Subscribers Management Services Limited
Year ending March 31

2007
(43.28)
(22.71)
2006
(205.52)
167.04
2005
(1,086.87)
(54.34)
Some of our Subsidiaries have negative networth (as per audited financial statements) in the recent fiscal years, as
set forth in the table below:
xiv
(Rs. in lakhs)
Name of the Company

2007
(1,613.72)
78.85
2006
(1,570.44)
101.39
2005
(1,364.92)
(65.73)
21. Some of our Promoter companies have incurred losses in the past and have had negative networth.
Some of our Promoter companies have incurred losses in the recent fiscal years, as set forth in the table below:
(Rs. in lakhs)
Name of the Company
2007
(0.003)
0.10
676.0
720.6
(1,145.4)
(341.9)
0.20
887.7
Afro-Asian Satellite Communications Limited

Delgrada Limited
Premier Finance and Trading Company Limited
Prajatama Trading Company Private Limited
Lazarus Investments Limited

2006
(0.003)
1.72
15,271.6
(555.0)
611.8
(776.9)
(0.26)
(1,073.7)
2005
(0.010)
(14.21)
(6,553.4)
(5,703.1)
(1,590.4)
(2,123.3)
0.09
(5,580.9)
Some of our Promoter companies have negative networth in the recent fiscal years, as set forth in the table below:
(Rs. in lakhs)
Name of the Company
Prajatama Trading Company Private Limited
Veena Investments Private Limited

2007
4,373.5
1,325.5
385.7
(15,234.1)
(17,993.8)
(8.1)
2006
3,697.5
(6,283.0)
(1,856.5)
(14,892.2)
(18,881.5)
(14.16)
2005
(11,636.1)
(5934.5)
(2,501.4)
(15,386.3)
(18,504.5)
(18.28)
22. Some of our Group Companies have incurred losses in the past and have had negative networth.
Some of our Group Companies have incurred losses in the recent fiscal years, as set forth in the table below:
(Rs. in lakhs)
Name of the Company
2007
(170.0)
994.2
(11,111.5)

Zee News Limited
Wire and Wireless (India) Limited

2006
(75.7)
181.6
-
2005
(32.9)
(3.8)
-
Further, ETC Networks Limited, one of our Group Companies has negative networth in the recent fiscal years, as
set forth in the table below:
(Rs. in lakhs)
Name of the Company

2007
2006
2005
163.80
152.60
(82.00)
23. Contingent Liabilities

Contingent Liabilities not provided for as on December 31, 2007, on consolidated basis, is as follows:
(Rs. in lakhs)
Sr.
Particulars
Amount
xv
No.
1
2
3
4
5
6
Estimated amount of contract remaning to be executed on capital account and

not provided for (net of advance) as below
Bank guarantees given on behalf of Subsidiaries
Bank guarantees given on behalf of other companies
Guarantees given by bank on the Companys behalf
Disputed Income Tax, Sales Tax/VAT demand
Claim against the Company no acknowledged as debt
4,006.11
Nil
240.00
6,127.25
504.55
Nil
The entertainment tax authority, Noida has raised a damand of Rs. 404.60 lakhs on account of entertainment tax for
the period from November, 2003 to February, 2004. The Company has filed petition against the demand, which is
pending. Further, the authorities have intimated a total demand of Rs. 920.20 lakhs till March 31, 2007.
Entertainment tax demand Rs. 63.35 lakhs raised by various entertainment tax authorities of Uttarakhand state have
been challenged and the petition is pending before the High Court. The demand has been stayed by the High Court
of Uttarakhand. For more information, please refer Outstanding Litigations and Material Developments on page
233.
The Company has given a guarantee for the performance of the team and conditions of satellite capacity agreement
between a subsidiary of the Company, namely, Agrani Satellite Services Limited and the vendor.
In the event any of these liabilities fructify in the future, it will adversely affect our results of operations.
24. Our results of operations may not be exactly comparables to the past financial.
We have recently undertaken corporate restructuring wherein Zee Entertainment Enterprises Limited have
transferred its direct consumer services business to the Company; and Siti Cable Network Limited and New Era
Entertainment Network Limited have transferred their entire business and whole of undertakings to our Company.
Further, we have also reduced our share capital, by way of canceling three Equity Shares for every four Equity
Shares. Therefore, our results of financial operations, may not be exactly comparable with our past performance.
25. Grants of stock options under our ESOP Scheme will result in a charge to our profit and loss account and will to
that extent reduce our profits.
We have adopted the ESOP Scheme, under which eligible employees of our Company and our Subsidiaries are
able to participate, subject to such approvals as may be necessary. The total number of Equity Shares arising as a
result of full exercise of options already granted, as on date, would amount to 18,83,550 Equity Shares. For further
details on the exercise price of the option please refer to the section titled Notes to the Capital Structure-ESOP
Scheme on page 20.
Under Indian GAAP, the grant of these stock options may result in a charge to our profit and loss account based on
the difference between the fair market value determined on the date of the grant of the stock options and the
exercise price. This expense will be amortised over the vesting period of the stock options.
As per applicable laws, stock options are subject to fringe benefit tax. The fringe benefit tax is payable on the fair
market value of the specified security on the date which the option vests with the employees as reduced by the
amount actually paid by, or recovered from, the employee in respect of such securities. The implementation of
fringe benefit tax may increase our tax costs.
26. Our Registered Office and our Corporate Office from which we operate are not owned by us.
We do not own the premises on which our Registered Office and Corporate Office is located. We operate from
rented and leased premises. The lease agreements for these premises are renewable at our option upon payment of
such rates as stated in these agreements. If any of the owners of these premises do not renew the agreements under
which we occupy the premises or renew such agreements on terms and conditions that are unfavourable to us, we
may suffer a disruption in our operations which could have a material adverse effect on our business, financial
condition and results of operations.
27. Our Registered Office and our Corporate Office are taken on lease from some of our Promoter Group
xvi
companies.
Our Registered Office has been leased to the Company by Zee Entertainment Enterprises Limited, one of our
Group Companies. Our Corporate Office has been leased to the Company by Rama Associates Limited, one of our
Promoter Group companies. For further details, see Related Party Transactions on page 98.
28. We have not entered into any definitive agreements to utilize the proceeds of the Issue.
We intend to use the net proceeds of the Issue for funding our subscriber acquisition cost, repayment of loans
availed by us and general corporate purposes. For more information, see Objects of the Issue on page 24. We
propose to raise Rs. [] from the net proceeds of the Issue, out of which we currently do not have any definitive
arrangements for Rs. [] lakhs, which is []% of the total net proceeds of the Issue.
Out of the net proceeds of the Issue, we propose to use Rs. 79,012 lakhs for funding our subscriber acquisition cost.
In addition, we propose to use Rs. 30,000 lakhs for repaying the loans availed by us. If we are unable to spend the
amount on funding the subscriber acquisition costs and repayment of the loans, the balance funds will be used for
augmentation of our working capital and/or for general corporate purposes.
The objects of the Issue have not been appraised by any bank or other financial institution. We have not entered
into any definitive agreements to utilize such net proceeds. Pending any use of the net proceeds of the Issue, we
intend to invest the funds in high quality, liquid instruments including deposits with banks.
29. We operate in a highly regulated industry and our DTH business is subject to government regulation. Any
changes in these regulations or in their implementation could disrupt our operations and adversely affect our
results of operations.
We operate in a highly regulated industry structure. Currently we are regulated by the license agreement entered
with the MIB. Further, our business is subject to extensive government regulation. To conduct our business, we
must obtain various licenses, permits and approvals. Even when we obtain the required licenses, permits and
approvals, our operations are subject to continued review and the governing regulations and their implementation
are subject to change. We cannot assure you that we will be able to obtain and comply with all necessary licenses,
permits and approvals required for our operations, or that changes in the governing regulations or the methods of
implementation will not occur. If we fail to comply with all applicable regulations or if the regulations governing
our business or their implementation change, we may incur increased costs or be subject to penalties, which could
disrupt our operations and adversely affect our business and results of operations.
Also, any changes in the rules, regulations or requirements governing our business may require us to incur
significant expenditure and/or significantly increase our potential liabilities which may impact our financial
position adversely. Further, we may incur loss of revenue and market share if there are any changes in the policies
of Government of India
30. We require an approval from the Government of India to commence operations of our HITS services and the
failure to obtain it in a timely manner or at all may adversely affect our operations
Our Company has applied to the Department of Telecommunication and Information Technology, Government of India
to grant us the frequency authorization to change the satellite to operate our HITS platform. Further, our Company has
applied for registration of certain logos to the Registrar of Trade Marks, New Delhi. If we fail to obtain the approval in a
timely manner, our business could be adversely affected. For further details, see section titled Government Approvals
on page 269.
31. There were shortfalls in the performance of Essel Propack Limited, one of our Group Companies, when
compared to the promises made in its last public issue.
Essel Propack Limited, one of our Group Companies, undertook a rights offering in 1995. There were shortfalls in
the performance of the offering when compared against the projections made in the offer documents. For more
details, see Group Companies on page 83.
32. If the investors who are issued partly paid-up Equity Shares do not pay the amount payable on calls, the
amount raised through the Issue will be lower than the proposed Issue size.
xvii
The money payable through further calls for the partly paid-up Equity Shares may not be paid and the amount
raised through the Issue may be lower than the proposed Issue size and may require us to take steps for forfeiture of
such partly paid-up Equity Shares. In the event of such shortfall, the extent of the shortfall will be made by way of
such means available to our Company and at the discretion of the management, including by way of incremental
debt or cash available with us.
33. If we provide inadequate or delayed service, our customers may have claims for substantial penalties against
us.
We may not be able to provide timely and efficient services to our customers. Further, any significant failure of our
equipments and systems will impede our ability to provide services to our clients, have a negative impact on our
reputation, cause us to lose clients, reduce our income and harm our business. This may also lead to claims by our
customers before consumer dispute redressal forums and other judicial authorities resulting in substantial penalties
against us.
34. We may develop or acquire businesses, technologies and personnel, but we may fail to realize the anticipated
benefits of such development or acquisitions and we may incur costs that could significantly negatively impact our
profitability.
In future, we may develop or acquire technologies and products that we believe are a strategic fit with our business. If we
undertake any activity of this sort, we may not be able to successfully develop or integrate such technologies or products
without a significant expenditure of operating, financial and management resources, if at all. Further, we may fail to
realize the anticipated benefits of any such development or acquisition. Future developments or acquisitions could dilute
our shareholders interest in us and could cause us to incur substantial debt, expose us to contingent liabilities and could
negatively impact our profitability.
35. The Equity Shares will be partially paid after the Allotment Date at the option of the Company
The Equity Shares are being issued on a partly paid basis. The Issuer Price will be paid in installments as follows:
(i) []% of the Issue Price including share premium will be payable on application; and (ii) the remaining []% of
the Issue Price including share premium will become payable, at the option of the Company, within [] months
after the Allotment Date (the Additional Payment).
The price movements of partly paid shares may be greater in percentage terms than price movements if the Equity
Shares were fully paid. Investors in the Issue will be required to pay the Additional Payment when due, even if, at
that time, the market price of the Equity Shares is less than the Issue Price. If the holder fails to pay the Additional
Payment with any interest that may have accrued thereon after notice has been delivered by the Company, then any
partly paid-up Equity Shares in respect of which such notice has been given may, at any time thereafter before
payment of the Additional Payment and interest and expenses due in respect thereof, be forfeited by resolution of
the Board to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited shares and
actually paid before the forfeiture.
Notwithstanding such forfeiture, a person whose partly paid-up Equity Shares have been forfeited shall remain
liable to pay to the Company the Additional Payment and interest and expenses owing upon or in respect of such
partly paid-up Equity Shares at the date of forfeiture with interest thereon from the date of forfeiture until payment
at such rate not exceeding nine percent per annum as the Directors may determine. For more information, see
Terms of the Issue on page 286 and Main Provisions of the Articles of Association on page 307.
36. Partly paid-up Equity Shares will not be traded from the issue of the Call Money Notice. Further, if
investors do not pay the amount payable on calls, trading in those paid-up Equity Shares will be discontinued
and such Equity Shares will be liable for forfeiture by the Company.
The Company will fix a record date to determine the list of shareholders to whom the Call Money Notice would be
sent for each call. As per the present regulatory framework, trading of our partly paid Equity Shares is expected to
be suspended, starting five days prior to such record date for the call concerned. The process of corporate action for
credit of fully paid shares to the demat account of the shareholder may take about two weeks from the date of
payment of the amount payable on call. During this period shareholders who pay the amount payable on call for the
partly paid Equity Shares will not be able to trade in those shares. For more details see Procedure For Calls on
page 287.
Further, if the amount due on calls in not paid, these Equity Shares will be liable for forfeiture by the Company in
accordance with its Articles of Association. Since trading of the partly paid-up Equity Shares would be suspended
xviii
five days prior to the record date for the concerned call, the partly paid-up Equity Shares would cease to trade from
such date and there would be no market for the same. For more details see Procedure For Calls on page 287 and
Main Provisions of the Articles of Association on page 307.
37. Our operations are concentrated in a single facility in Noida, and we are vulnerable to natural disasters or
other events that could disrupt those operations
Substantial parts of our operations are located in one facility in Noida. We are therefore vulnerable to the effects of
a natural disaster, such as an earthquake, flood or fire, or other calamity or event that disrupts our ability to conduct
our business or that causes material damage to our property at this location. Although we have backup facilities for
many aspects of our operations, we would have to contract with third parties for broadcasting capabilities and it
could be difficult for us to maintain or resume quickly our operations in the event of a significant disaster at this
facility.
38. Technological failures could adversely affect our business
We rely on sophisticated production and broadcast equipment, communications equipment and other information
technology to conduct our business. Although we have backup equipment in some cases, if we were to experience
significant damage to certain equipment or other technological breakdowns to equipment or systems, it could
disrupt our ability to produce or broadcast our programming, our internal decision-making or other critical aspects
of our business.
Further, all of our broadcasting is done by uplink to a single satellite. If this satellite were to cease to be available to
us for any reason, we would have to secure access to an alternative satellite, and we cannot assure you that such
access would be available on equally favourable terms or at all or the time frame within which such access would
be available. Though we do maintain insurance for our assets except CPEs, any equipment or technological failure
or damage that results in a disruption of our services could lead to loss of revenues.
39. DTH services may become obsolete with the development of technology.
As newer technologies are developed and implemented, the DTH technology, or the set top boxes, may be become
technologically obsolete and may be replaced by newer technology, potentially reducing or eliminating the need for
DTH services. A significant reduction in services that we provide as the result of product obsolescence and
technological improvements shall have a material adverse effect on our business.
40.
Exchange rate fluctuations may affect our results of operations and financial condition.
The exchange rate between the Rupee and the U.S. Dollar has changed substantially in recent years and may
continue to fluctuate significantly in the future. We import a large portion of our consumer premise equipments
thus, factors associated with international operations, including changes in foreign currency exchange rates, could
significantly affect our results of operations and financial condition. We expect that a majority of our consumer
premise equipments will continue to be bought in foreign currencies and that a significant portion of our income
will continue to be denominated in Indian Rupees. Accordingly, our operating results have been and will continue
to be impacted by fluctuations in the exchange rate between the Indian Rupee and the U.S. Dollar and other foreign
currencies. Any adverse fluctuations in the exchange rate would adversely affect our financial condition and results
of operations.
External Risk Factors
41. A slowdown in economic growth in India could cause our business to suffer
Our performance and growth are dependent on the health of the Indian economy. The economy could be adversely
affected by various factors such as political or regulatory action, including adverse changes in liberalization
policies, social disturbances, terrorist attacks and other acts of violence or war, natural calamities, interest rates,
commodity and energy prices and various other factors. Any significant change may adversely affect our business
and financials.
42. A significant change in the government of Indias economic liberalization and deregulation policies could
disrupt our business and cause the price of our Equity Shares to decline
xix
Our assets and customers are predominantly located in India. The government of India has traditionally exercised
and continues to exercise a dominant influence over many aspects of the economy. Its economic policies have had
and could continue to have a significant effect on private sector entities, including us, and on market conditions and
prices of Indian securities, including the Equity Shares. The present government, which was formed after the Indian
parliamentary elections in April-May 2004, is headed by the Indian National Congress and is a coalition of several
political parties. Any significant change in the Governments policies or any political instability in India could
adversely affect business and economic conditions in India and could also adversely affect our business, our future
financial performance and consequently the market price of our Equity Shares.
43. There is no guarantee that the partly paid-up Equity Shares will be listed on the BSE, NSE and CSE in a
timely manner or at all
In accordance with Indian Law and practice, permission for listing of the partly-paid up Equity Shares will not be
granted until after those partly paid-up Equity Shares have been issued and allotted. Approval will require all other
relevant documents authorizing the issuing of partly-paid up Equity Shares to be submitted. In addition, there
would be a suspension in trading for few days before the partly paid-up Equity Shares are made fully paid-up,
during which period you may not be able to sell your partly-paid up Equity Shares. There could be a failure or
delay in listing of the Equity Shares on the Stock Exchanges. Any failure in obtaining the approval would restrict
your ability to dispose of your Equity Shares.
44. Future issues or significant transactions of our Equity Shares may affect the trading price of our Equity
Shares
The future issue of Equity Shares by us or the disposal of Equity Shares by any of our major shareholders or the
perception that such issuance or sales may occur may significantly affect the trading price of the Equity Shares.
Subject to these restrictions, no assurance may be given that we will not issue Equity Shares or that such
shareholders will not dispose of or transfer the Equity Shares or interests thereof, in the future, which could impact
the trading price of our Equity Shares.
45. Terrorist attacks, civil unrest and other acts of violence or war involving India and other countries could
adversely affect the financial markets and our business.
Terrorist attacks and other acts of violence or war may negatively affect the Indian markets on which our Equity
Shares trade and also adversely affect the worldwide financial markets. These acts may also result in a loss of
business confidence, make travel and other services more difficult and ultimately adversely affect our business.
46. Natural calamities could have a negative impact on the Indian economy and cause our business to suffer.
India has experienced natural calamities such as earthquakes, tsunami, floods and droughts in the past few years.
The extent and severity of these natural disasters determines their impact on the Indian economy. Prolonged spells
of below normal rainfall or other natural calamities could have a negative impact on the Indian economy, adversely
affecting our business and the price of our Equity Shares.
47. Any downgrading of Indias debt rating by an independent agency may harm our ability to raise debt
financing.
Any adverse revisions to Indias credit ratings for domestic and international debt by international rating agencies
may adversely affect our ability to raise additional financing and the interest rates and other commercial terms at
which such additional financing is available. This could have a material adverse effect on our capital expenditure
plans, business and financial performance.
48. You may be subject to Indian taxes arising out of capital gains.
Under current Indian tax laws and regulations, capital gains arising from the sale of shares in an Indian company
are generally taxable in India. Any gain realised on the sale of listed equity shares on a stock exchange held for
more than 12 months will not be subject to capital gains tax in India if the Securities Transaction Tax (STT) has
been paid on the transaction. The STT will be levied on and collected by a domestic stock exchange on which
equity shares are sold. Any gain realised on the sale of equity shares held for more than 12 months to an Indian
resident, which are sold other than on a recognised stock exchange and as result of which no STT has been paid,
xx
will be subject to capital gains tax in India. Further, any gain realised on the sale of listed equity shares held for a
period of 12 months or less will be subject to capital gains tax in India. For more information, see Statement of
Tax Benefits on page 30.
Capital gains arising from the sale of our Equity Shares will be exempt from tax in India in cases where such
exemption is provided under the tax treaty between India and the country of which the seller is a resident.
Generally, Indian tax treaties, including those with the United States, do not limit Indias ability to impose tax on
capital gains. As a result, residents of countries such as the United States may be liable for tax in India, as well as
in their own jurisdictions on gain upon a sale of our Equity Shares. For more information, see the section titled
Statement of Tax Benefits on page 30 in this Draft Letter of Offer.
Notes to risk factors:
1.
Net worth of the Company on a consolidated basis as on December 31, 2007 and as on March 31, 2007 are
Rs. (36,307.89) lakhs and Rs. (6,119.96) lakhs, respectively. The net asset value per Equity Share on a
consolidated basis as on December 31, 2007 and as on March 31, 2007 are Rs. (8.48) per Equity Share and
Rs. (1.43) per Equity Share, respectively.
2.
Issue of [] Equity Shares of the Company for cash at aprice of Rs. [] per Equity Share including a
premium of Rs. [] per Equity Share aggregating upto Rs. 114,000 lakhs to the Equity Shareholders of the
Company on rights basis in the ratio of [] Equity Shares for every [] Equity Shares held on the Record
Date i.e. []in terms of the Letter Of Offer. The total Issue Price is [] times of the face value of the Equity
Share. The Issue Price for the Equity Shares will be paid in [] installments: []% of the Issue Price will
be payable on application and the balance []% of the Issue Price will become payable at the option of the
Company within [] months from the Date Of Allotment.
3.
We had entered into certain related party transactions as disclosed in the Related Party Transaction on
page 98.
4.
Before making an investment decision in respect of this Issue, you are advised to refer to Basis for Issue
Price on page 28.
5.
Please refer to Basis of Allotment on page 298 for details on basis of allotment.
6.
Average cost of acquisition of Equity Shares by our Promoters as on and of March 31, 2008 is as follows:
Promoter
Mr. Subhash Chandra
Mr. Laxmi Narain Goel
Mr. Ashok Goel
Mr. Ashok Mathai Kurien
Ms. Sushila Goel
Veena Investment Private Limited
Delgrada Limited
Jayneer Capital Private Limited
Premier Finance & Trading Company Private Limited
Essel Infraprojects Limited
Ambience Business Services Private Limited
7.
Average cost of acquisition per Equity

Share (In Rs.)
4.00
0.001
3.99
0.00
1.27
3.99
0.00
108.16
0.00
0.64
2.50
2.33
1.01
0.00
1.98
0.00
0.00
For details of transactions in Equity Shares by our Promoters, Promoter Group and Directors in the last six
months, see Capital Structure on page 12.
xxi
8.
For details of interests of our Directors and key managerial personnel, see Management on page 60. For
details of interests of our Promoters and Promoter Group, see Promoters and Group Companies on
page 69 and page 83, respectively.
9.
We and the Lead Manager are obliged to keep this Draft Letter of Offer updated and inform the public of
any material change/development till the listing and commencement of trading of the Equity Shares to be
issued pursuant to the Letter of Offer.
10.
You may contact the Compliance Officer or the Lead Manager for any complaints pertaining to the Issue
including any clarification or information relating to the Issue. Lead Manager is obliged to provide the
same to you.
11.
For details of all the loans and advances made to any persons or companies in whom our Directors are
interested, please refer to Financial Statements on page 112.
12.
The name of our Company was changed from ASC Enterprises Limited to Dish TV India Limited on
March 7, 2007. The name of our Company was changed to make the name of our Company synonymous
with the brand name of our product Dish TV as registered with the Registrar of Trademarks,
Government of India.
xxii
SUMMARY
We are one of the group companies of the Essel group. The Essel Group has diverse national and global
business interests, encompassing Packaging Laminated tubes (Essel Propack Limited (EPL) & Engoron),
Media - Television/ Electronic media (ZEEL, Zee News, WWIL and Dish TV), Online Lotteries (Playwin),
Outdoor Family entertainment & multiplexes (Pan India Paryatan and E City Entertainment), Newspaper
publishing (DNA), Real estate business and Indian Cricket League (in partnership with IL&FS). The Essel
Group is headed by Mr. Subhash Chandra.
We are the pioneers of the DTH business in India, where our core business is distribution of multiple television
channels and allied video/ audio services to subscribers on a monthly subscription basis. Our business
commenced operations in October 2003 (pursuant to a DTH license issued by the Ministry of Information &
Broadcasting, Government of India in 2003) with 47 channels. Currently, we offer over 180 digital channels
(including approx 20 voice channels) to approx. 3 million subscribers across India.
We also provide various Value added services like Electronic Program Guide, Parental Lock, Sports Active,
News Active, Games and Near Video on Demand. Our current subscription packages include Dish Maxi with
150 channels, Dish Welcome with 120 channels, Dish Freedom Plus with 96 channels, Dish Freedom Offer with
90 channels; We also offer multi-room pricing ranging from Rs. 125 to Rs. 150, and package customization to
suit regional needs. Infrastructure wise we have 9 Ku band transponders on the New Skies Satellite (NSS) which
provide footprint across the country. We also have bookings on the Protostar satellite which will enable access
for upto 12 additional transponders. We have approx. 100 Dish Care Centers (DCCs) and service franchisees,
which function as our service face in the market providing installation and after sale-service. We currently have
a 500 seat call centre, operating 24*7, answering calls from across all over India, related to content provisioning,
prospective customers & dealers, complaints & suggestions, service packages etc. Our 550 distributors and
approx. 35,000 dealers present in 4200 towns ensure proximity with the consumers across India
We also hold the permission from the MIB for the implementation of the HITS (Head-end In the Sky) platform
where we will be able to provide digital signals to our subscribers on mass scale. The Company is also in the
business of providing teleport services (uplinking and space segments) to the broadcasters of various channels.
We believe, following are the strengths that will differentiate us from the competitors:
Wide subscriber base: The Company has created a Zonal structure comprising of 7 zones to create a
wide spread distribution capability across India. Our emphasis is to build capability in the team to
develop subscriber relationship management and CRM calendars which will help in timely collection
and to upgrade offers. We have a geographically diverse subscriber base. Maharashtra, Gujarat and
Karnataka contribute approx. 30% to the subscriber base.
Distribution & customer service network: We have a network of 550 distributors and approx. 35,000
dealers (dealership presence in 4,200 towns). We have systems for collections and customer service
with over 12,500 service personnel and 100 Dish Care Centers, offering customer care in 9 different
languages.
Infrastructure: We have 9 transponders and each transponder can host about 15 channels and more.
We have partnered with following software providers:
o
Open TV for middle ware
o
CONAX for encryption and authentication
o
SCOPUS for compression systems
o
HARRIS for automation and broadcasting software
First Mover Advantage: On account of being the first DTH service provider in India, with a large
footprint of trade and subscribers in both urban and rural markets the company has secured relatively
larger scale and market share.
Promoter backing: Our company is promoted by Essel - Zee group., a experienced player in Media and
Entertainment Industry with requisite industry domain knowledge and wide spread awareness of the
brand i.e. Zee.
Multi-tiered / Regional packages: The content is offered at various price points to customers based on
the viewer preference and capacity to pay. This helps us in driving numbers from different consumer
segments both demographically as well as geographically.
Cost conscious: The entire set-up is under continuous monitoring to derive economies of scale from
content providers and equipment suppliers.
Transponder capacity: We are using nine transponders as on date on the NSS-6 Satellite comprising
four transponders of 54 Mhz. and 5 transponders of 36mgz. Distributed in horizontal and vertical
polarizations.
Strategy
In 2007, the E&M industry recorded a growth of 17% over the previous year. The industry reached an estimated
size of Rs. 513 billion in 2007, up from Rs. 438 billion in 2006. In the last four years 2004-2007, the industry
recorded a cumulative growth of 19% on an overall basis (Source: FICCI - PWC report 2008). Television and
entertainment media are reportedly on a high growth trajectory, as is the consumers capacity & propensity to
spend on lifestyle products. Dish TV is expected to be one of the leading player in the digital services space,
Leveraging strengths built for marketing and brand building, distribution, service quality, consumer friendly
packaging and pricing and by providing a wide choice of content to the customers. The Revenue stream is
expected to be strengthened through a mix of value added services, customized packages and growth in the
number of subscribers. The Company is also looking to enhance the corporate and MDU sales network to cater
to large customers for bulk deals and for builders and /or Apartments and Resident Welfare Associations.
THE ISSUE
Equity Shares proposed to be issued by the Company
Rights Entitlement
Record Date
Issue Price per Equity Share
Equity Shares outstanding prior to the Issue
Equity Shares outstanding after the Issue
Use of Issue proceeds
Terms of the Issue
[]
[]
[]
[]
42,82,22,803
[] fully paid-up Equity Shares and [] partly paid up Equity
Shares.
For more information, see Objects of the Issue on page 24.
For more information, see Terms of Issue on page 286.
Terms of Payment
Due Date
On application
Within [] months from the Allotment
Date, at the option of the Company
Amount
Rs. [], which constitutes [] % of the Issue Price of Rs. [], including share
premium.
Rs. [], which constitutes a further [] % of the Issue Price of Rs. [], including
share premium
SELECTED FINANCIAL INFORMATION

Restated Summary Statement of Assets and Liabilities of the Group (Consolidated)
(Rs. in lacs)
Particulars
A
For the nine

months ended
December 31,
2007
For the year

ended
March 31,
2007
For the year

ended
March 31,
2006
For the year

ended
March 31,
2005
For the year

ended
March 31,
2004
For the
year ended
March 31,
2003
1,008.71
Fixed Assets
a) Intangible Assets
-
1,008.26
1,008.26
Gross Block
7,966.54
7,797.63
1,000.61
1,000.33
1,008.59
7.99
Less : Depreciation/Amortization up to date
2,138.11
989.88
250.16
150.09
53.13
1.46
Net Block
5,828.43
6,807.75
750.45
850.24
955.46
6.53
Total
5,828.43
6,807.75
750.45
1,858.50
1,963.72
1,015.24
Gross Block
77,159.19
58,002.60
5,847.03
3,797.75
3,625.74
3,908.28
16,605.32
6,439.00
350.84
2,438.20
2,370.52
2,126.49
Net Block
60,553.87
51,563.60
5,496.19
1,359.55
1,255.22
1,781.79
Capital Work in Progress
24,286.59
24,476.85
17,759.00
12,299.25
12,460.99
11,822.74
Total (A)
90,668.89
82,848.20
24,005.64
15,517.30
15,679.93
14,619.77
200.26
0.26
0.26
0.26
7.76
7.76
Goodwill on Consolidation
b) Tangible Assets
Investments
Current Assets, Loans and Advances :

Accrued Interest on Investments
Inventories
Sundry Debtors
0.14
0.14
866.77
498.19
4,346.94
4,183.93
1,011.48
447.94
582.45
361.36
1,277.72
772.27
833.48
1,074.44
469.29
Loans and Advances
11,486.18
12,049.20
9,247.92
21,864.60
Total (C)
29,516.18
21,130.43
13,321.32
13,501.82
11,771.72
23,193.58
Secured Loans
14,429.04
14,449.67
780.85
1,493.98
219.51
55.55
Unsecured Loans
29,575.30
4,850.98
1,844.61
162.41
1,852.41
1,860.00
Liabilities and Provisions
112,636.39
90,729.62
18,576.97
8,858.42
7,151.08
4,271.13
Advance Share Application Money
7,400.00
5,141.72
1,372.17
1,423.09
Minority Interest
48.08
61.80
77.53
52.49
68.58
Total (D)
156,693.22
110,098.85
28,602.43
15,704.61
10,656.97
7,687.30
Networth (A+B+C-D)
(36,307.89)
(6,119.96)
8,724.79
13,314.77
16,802.43
30,133.81
4,282.23
7,156.88
7,156.88
7,156.88
7,156.88
7,156.88
2,874.65
4,282.23
4,282.23
7,156.88
7,156.88
7,156.88
7,156.88
16,958.57
16,958.57
37,282.45
36,869.22
36,928.07
37,067.28
(57,548.69)
(27,360.76)
(35,714.54)
(30,711.10)
(27,281.70)
(14,089.15)
0.23
0.82
1.20
Reserves & Surplus (Net)
(40,590.12)
(10,402.19)
1,567.91
6,157.89
9,645.55
22,976.93
Networth (i+ii)
(36,307.89)
(6,119.96)
8,724.79
13,314.77
16,802.43
30,133.81
Represented by
Share Capital
Less: Share Suspense (Refer Note 6 of
Annexure D)
Reserves & Surplus (Excluding Revaluation
Reserve)
Less: Debit Balance of Profit and Loss
Account
Less: Miscellaneous Expenditure to the
extent not written off or adjusted
171.20
15,551.16
Deferred Tax Liability
ii
51.39
4,364.80
Current Liabilities and Provisions
117.62
20,185.67
Cash and Bank Balances
618.77
The above Statement should be read with the Significant Accounting Policies and selected notes to accounts for
Restated Summary Statements as appearing in Annexure D of the Financial Statements.
Restated Summary Statement of Profit and Loss of the Group (Consolidated)

(Rs. in lacs)
Particulars
For the nine

months ended
December 31,
2007
For the year

ended
March 31,
2007
For the year

ended
March 31,
2006
For the year

ended
March 31,
2005
For the year

ended
March 31,
2004
For the year

ended
March 31,
2003
27,590.68
19,203.07
5,273.78
4,558.45
10,259.63
4,715.58
751.02
887.68
149.18
412.40
478.85
325.64
28,341.70
20,090.75
5,422.96
4,970.85
10,738.48
5,041.22
INCOME
Sales & Services (Refer Annexure J)
Other Income (Refer Annexure K )
Increase/(Decrease) in Inventories
Total
501.15
66.23
(119.81)
(695.57)
368.58
177.33
28,842.85
20,156.98
5,303.15
4,275.28
11,107.06
5,218.55
4,341.02
EXPENDITURE
1,628.07
120.31
984.64
2,148.79
8,587.28
Operating Costs
23,191.76
22,070.39
7,982.57
2,580.76
687.43
73.35
Personnel Cost
3,068.26
2,201.33
701.26
803.20
859.03
796.75
Purchases
Administrative and Other Expenses
2,659.22
2,998.76
1,104.21
1,240.89
1,313.29
1,282.41
Selling and Distribution Expenses
13,280.39
9,199.52
3,086.69
137.40
118.66
115.29
3,864.99
1,760.95
434.30
334.85
186.10
268.15
Financial Charges
Depreciation/Amortization
11,310.95
6,236.26
488.44
476.91
480.42
225.68
Total
Profit/(Loss) before Tax & Exceptional
item
Exceptional item (Refer Note 10.1 to
Annexure D)
59,003.64
44,587.52
14,782.11
7,722.80
12,232.21
7,102.65
(30,160.79)
(24,430.54)
(9,478.96)
(3,447.52)
(1,125.15)
(1,884.10)
(12,084.30)
(30,160.79)
(24,430.54)
(9,478.96)
(3,447.52)
(13,209.45)
(1,884.10)
(16.09)
(29.03)
42.87
26.61
18.91
0.56
0.86
0.36
0.58
4.40
1.68
(30,187.93)
(24,428.70)
(9,497.87)
(3,443.12)
(13,208.33)
(1,884.96)
1.82
13.72
15.68
12.90
(30,187.93)
(24,428.70)
(9,496.05)
(3,429.40)
(13,192.65)
(1,872.06)
(27,360.76)
(35,714.54)
(30,711.10)
(27,281.70)
(14,089.15)
(12,217.09)
177.00
4,315.61
0.10
32,685.92
96.56
(57,548.69)
(27,360.76)
(35,714.54)
(30,711.10)
(27,281.70)
(14,089.15)
(30,615.67)
(24,007.08)
(21,489.65)
(3,970.45)
(854.84)
(1,853.98)
427.74
(421.62)
11,991.78
527.33
(12,353.49)
(30.98)
(30,187.93)
(24,428.70)
(9,497.87)
(3,443.12)
(13,208.33)
(1,884.96)
Profit/(Loss) before Tax but after

Exceptional item
Provision for Taxation-Current Tax
-Deferred Tax
-Fringe Benefit Tax
-Wealth Tax
Excess Provision for earlier years Written
Back
Profit/(Loss) after Tax but before
Minority Interest
Minority Interest
Profit/(Loss) after Tax and Minority
Interest
Balance Brought Forward
Impact of change in Ownership interest
Profit on sale of Subsidiary (Refer Note 1
below)
Less: Transfer to Restructuring Account
(Refer Annexure D)
Add: Balance received from Subsidiary
pursuant to the Scheme
Balance Carried to Balance Sheet
Net Profit/(Loss) Before Adjustment

Total of Adjustments (See para C.2 of
Annexure D)
Net Profit/(Loss) After Adjustment
Note: 1) Profit on Sale of Investment represents reversal of losses, reserves and goodwill on sale of investment
in subsidiaries.
2) The above statement should be read with the Significant Accounting Policies and Selected Notes on
Accounts for Restated Summary Statements, as appearing in Annexure D of the Financial
Statements.
Restated Summary Statement of Assets and Liabilities of the Company (Standalone)

(Rs in Lacs)
As at
Particulars
March 31,
2007
March 31,
2006
March 31,
2005
7,261.50
1,924.77
5,336.73
7,253.25
855.74
6,397.51
1,000.28
250.00
750.28
1,000.00
150.00
850.00
1,000.00
50.00
950.00
72,332.01
15,555.43
56,776.58
10,684.65
72,797.96
54,449.08
5,881.28
48,567.80
11,264.06
66,229.37
5,567.92
259.10
5,308.82
5,365.24
11,424.34
713.18
81.06
632.12
1,482.12
101.20
25.98
75.22
260.90
1,286.12
43.41
19.48
23.93
23.93
9,645.10
9,445.10
9,440.10
11,263.61
11,271.11
12,523.10
472.72
4,159.32
1,372.12
29,986.22
35,990.38
113.71
3,906.44
1,133.17
18,694.06
23,847.38
47.47
753.30
593.62
14,680.02
16,074.41
233.76
441.08
12,545.49
13,220.33
460.36
464.01
13,166.91
0.14
14,091.42
17.08
24,814.79
0.14
24,832.01
14,427.34
27,787.47
110,719.98
152,934.79
(34,501.35)
14,446.96
3,063.15
86,372.26
103,882.37
(4,360.52)
780.85
56.78
18,252.86
7,400.00
26,490.49
10,448.36
1,394.48
97.78
5,277.61
6,769.87
19,196.19
213.47
1,787.78
3,060.34
0.45
5,062.04
21,586.61
1,800.00
202.12
0.45
2,002.57
35,376.47
4,282.23
7,156.88
7,156.88
7,156.88
7,156.88
7,156.88
4,282.23
2,874.65
4,282.23
7,156.88
7,156.88
7,156.88
7,156.88

Reserve)
Less: Debit Balance of Profit and Loss Account
16,958.57
(55,742.15)
16,958.57
(25,601.32)
37,282.45
(33,990.97)
37,282.45
(25,243.14)
37,282.45
(22,852.72)
37,282.45
(9,062.86)

Net worth (i+ii)
(38,783.58)
(34,501.35)
(8,642.75)
(4,360.52)
3,291.48
10,448.36
12,039.31
19,196.19
14,429.73
21,586.61
28,219.59
35,376.47
Investments
Current Assets, Loans and Advances

Inventories
Sundry Debtors
Loans and Advances
E
F
i
ii
March 31,
2004
March 31,
2003
Fixed Assets
Gross Block
Net Block
b) Tangible Assets
Gross Block
Net Block
December
31, 2007

Secured Loans
Unsecured Loans
Net worth (A+B+C-D)
Represented by
Share Capital
Less: Share Suspense (Refer Note 5 of Annexure
4)
Note: The above Statement should be read with the Significant Accounting Policies and selected notes to
accounts for Restated Summary Statement as appearing in Annexure 4 of Financial Statements.
Dish TV India Limited

(Formerly known as ASC Enterprises Limited)
Restated Summary Statement of Profit and Loss of the Company (Standalone)
(Rs in Lacs)
For the nine months
ended December
31, 2007
For the year

ended
March 31,
2007
For the year

ended
March 31,
2006
For the year

ended
March 31,
2005
For the year

ended
March 31,
2004
For the year

ended
March 31,
2003
INCOME
Sales & Services (Refer Annexure-10)
Other Income (Refer Annexure-11)
27,685.51
745.44
19,132.05
876.68
3,144.04
77.46
964.06
284.67
1,054.94
25.46
100.00
12.95
28,430.95
359.00
20,008.73
66.23
3,221.50
47.46
1,248.73
-
1,080.40
-
112.95
-
Total
28,789.95
20,074.96
3,268.96
1,248.73
1,080.40
112.95
EXPENDITURE
Purchases
Operating Costs
Personnel Cost
Financial Charges
1,544.48
23,954.89
2,181.02
1,968.02
14,637.45
3,860.44
10,743.68
120.31
22,425.65
1,487.21
2,556.94
10,250.30
1,752.91
5,752.84
611.77
7,250.75
214.87
186.91
3,264.47
201.28
283.45
469.52
2,334.74
200.16
159.77
0.62
306.47
172.26
716.39
432.62
135.55
1,314.68
0.50
131.19
56.70
143.09
83.20
0.51
228.52
5.37
58,889.98
44,346.16
12,013.50
3,643.54
2,787.63
460.69
(30,100.03)
(24,271.20)
(8,744.54)
(2,394.81)
(1,707.23)
(347.74)
(12,084.30)
(30,100.03)
40.44
0.36
(24,271.20)
24.50
0.58
(8,744.54)
3.29
-
(2,394.81)
-
(13,791.53)
-
(347.74)
-
(30,140.83)
(25,601.32)
(24,296.28)
(33,990.97)
(8,747.83)
(25,243.14)
4.40
(2,390.42)
(22,852.72)
1.67
(13,789.86)
(9,062.86)
(347.74)
(8,715.12)
32,685.93
(55,742.15)
(25,601.32)
(33,990.97)
(25,243.14)
(22,852.72)
(9,062.86)
(30,553.99)
(25,188.15)
(20,783.26)
(2,788.40)
(77.41)
(321.75)
413.16
(30,140.83)
891.87
(24,296.28)
12,035.43
(8,747.83)
397.98
(2,390.42)
(13,712.45)
(13,789.86)
(25.99)
(347.74)
Particulars
Total
Profit/(Loss) before Tax and
Exceptional items
Exceptional items (Refer Note 9.1 to
Annexure 4)
Exceptional items
-Deferred Tax
-Fringe Benefit Tax
-Wealth Tax
Excess Provision for earlier years
Written Back
Profit/(Loss) after Tax
Less:Transfer to Restructuring
Account(Refer Annexure 4 )
as per Audited Statement
Total of Adjustments (See Para C.2 of
annexure 4)
Net Profit/ (Loss) after Adjustment
Note: The above statement should be read with the Significant Accounting Policies and Selected Notes to
Accounts for Restated Summary Statements, as appearing in Annexure 4 of the Financials Statements.
GENERAL INFORMATION
Dear Equity Shareholder(s),
Pursuant to the resolution passed by the Board of Directors at its meeting held on April 24, 2008, it has been
decided to make the following offer to the Equity Shareholders, with a right to renounce:
ISSUE OF [] EQUITY SHARES OF THE COMPANY FOR CASH AT APRICE OF RS. [] PER
EQUITY SHARE INCLUDING A PREMIUM OF RS. [] PER EQUITY SHARE AGGREGATING
UPTO RS. 114,000 LAKHS TO THE EQUITY SHAREHOLDERS OF THE COMPANY ON RIGHTS
BASIS IN THE RATIO OF [] EQUITY SHARES FOR EVERY [] EQUITY SHARES HELD ON THE
RECORD DATE I.E. [] IN TERMS OF THE LETTER OF OFFER. THE TOTAL ISSUE PRICE IS []
TIMES OF THE FACE VALUE OF THE EQUITY SHARE. THE ISSUE PRICE FOR THE EQUITY
SHARES WILL BE PAID IN [] INSTALLMENTS: []% OF THE ISSUE PRICE WILL BE PAYABLE
ON APPLICATION AND THE BALANCE []% OF THE ISSUE PRICE WILL BECOME PAYABLE
AT THE OPTION OF THE COMPANY WITHIN [] MONTHS FROM THE DATE OF ALLOTMENT.
REGISTERED OFFICE OF THE COMPANY
CORPORATE OFFICE OF THE COMPANY

B-10, Essel House,
Lawrence Road,
Industrial Area,
Delhi 100 035, India.

FC-19, Sector 16A,
Noida, 201 301, Uttar Pradesh, India.
Tel: +91 11 2710 1145

Fax: +91 11 2719 2172
Email: cs@dishtv.in
Website: www.dishtv.in
Tel: : +91 120 2511 064

Fax: +91 120 2488 777
Email: cs@dishtv.in
Website: www.dishtv.in
Registration No: 55-101836

Corporate Identification Number: L51909DL1988PLC101836
The Equity Shares are listed on the BSE, NSE and CSE. The Equity Shares are infrequently traded on CSE.
ADDRESS OF THE REGISTRAR OF COMPANIES:
The Registrar of Companies,
National Capital Territory of Delhi and Haryana,
B-Block, Paryavaran Bhawan,
CGO Complex, Lodhi Road,
New Delhi 110 003, India.
BOARD OF DIRECTORS
Name
Mr. Subhash Chandra
Chairman
Non-Executive Director
Non-Independent Director
Mr. Jawahar Lal Goel
Managing Director
Age
(in years)
58
Address
Flat 4, 1 Hyde Park Street, Paddington, London, W2 JW, United
Kingdom.
53
Nandtara, 22, Oak Drive, Sultanpur, Mehrauli, New Delhi 110 030,
India.
Mr. Bhagwan Dass Narang

Independent Director
63
Flat No. 29, Ground Floor, F Block, DDA Apartments, SES (Near
Market), Sheikh Sarai, Phase I, New Delhi 110 017, India.
Mr. Arun Duggal

Dr. Pritam Singh
62
A-4, 3rd Floor, West End Colony, New Delhi 110 021, India.
67
House No. A2/14, PWO Complex, Plot No. 1A, Sector 43, Gurgaon
Name
Age
(in years)
Mr. Eric Louis Zinterhofer
Address
122 001, Haryana, India.
58
252, Tahnee Heights Co-operative Housing Society, D Building, Petit

Hall, 66 Nepeansea Road, Mumbai 400 006, India
36
660 Park Avenue, New York, N.Y. 10021, U.S.A
For more details regarding our Directors refer to Management on page 60.
Company Secretary and Compliance Officer
Mr. Jagdish Patra
FC-19, Sector 16A,
Noida 201 301,
Uttar Pradesh, India.
Tel: +91 120 2599 391
Fax: +91 120 2488 777
Email: cs@dishtv.in
Investors may contact the Compliance Officer or the Registrar for any pre-Issue / post-Issue related matters,
such as non receipt of letter of allotment, credit of Allotted Equity Shares in the respective beneficiary account
or refund orders.
Bankers to the Company
ICICI Bank Limited
K-1, Senior Mall, Sector-18,
Noida 201 301, Uttar Pradesh, India.
Tel: : +91 120 4059893
Fax: +91 120 4059843
Email:ruma.bhattacharya@icicibank.com
Contact Person: Ms. Ruma Bhattacharya
Standard Chartered Bank

2nd Floor, Client Relationship,
90 MG Road, Fort,
Mumbai 400001, India.
Tel: : +91 9833214313/ +91 22 22683373
Fax: +91 22 22624912
Email: suryakant.sohoni@standardchartered.com;
shruti.vegrecha@standardchartered.com
Contact Persons: Mr. Suryakant Sohoni and Ms.
Shruti Vegrecha
IDBI Bank
Large Corporation Bank,
9th Floor, IDBI Towers,
Cuffee Parade,
Mumbai 400001
Tel: +91 22 66552366
Fax: +91 22 22181195
Email: m.sarang@idbi.co.in
Contact Person: Mr. Monal Sarang
Axis Bank Ltd.

Ground Floor,
Atlanta, Nariman Point
Mumbai 40000 21
Tel: : +91 9821487888/ +91 22 22875366
Fax: +91 22 186944
Email: Jayendra.shetty@axisbank.com
Contact Person: Mr. Jayendra Shetty
Union Bank of India

1st Floor UBI Bhawan,
239, Vidhan Bhawan Marg,
Nariman Point,
Mumbai, India.
Tel: +91 22 22892011
Fax: +91 22 22855037
Email:unionifb@bol.net.in
Contact Person: Mr. Muthu Kumar
Issue Management Team

Lead Manager to the Issue
801, Dalamal Towers
Nariman Point, Mumbai 400 021, India.
Tel: +91 22 6638 1800
Fax: +91 22 2284 6824
Email: dishtv@enam.com
Website: www.enam.com
Contact Person: Mr. Sachin K. Chandiwal
Enam Securities Private Limited shall be responsible for and shall coordinate the following activities in relation
to this Issue:
No
1.
2.
3.
4.
5.
6.
7.
Activities
Capital structuring with the relative components and formalities such as composition of debt and equity, type of
instruments
Drafting and Design of the offer document and of advertisement / publicity material including newspaper
advertisements and brochure / memorandum containing salient features of the offer document. To ensure
compliance with the SEBI Guidelines and other stipulated requirements and completion of prescribed
formalities with Stock Exchange and SEBI.
Retail/Non-institutional marketing strategy which will cover, inter alia, preparation of publicity budget,
arrangements for selection of (i) ad-media, (ii) bankers to the issue, (iii) collection centres (iv) distribution of
publicity and issue material including composite application form and the abridged letter of offer and the draft
letter of offer to the extent applicable
Institutional marketing strategy to the extent applicable
Selection of various agencies connected with the issue, namely Registrars to the Issue, Printers, and
Advertisement agencies.
Follow-up with bankers to the issue to get quick estimates of collection and advising the issuer about closure of
the issue, based on the correct figures.
The post-issue activities will involve essential follow-up steps, which must include finalisation of basis of
allotment / weeding out of multiple applications, listing of instruments and dispatch of certificates and refunds,
with the various agencies connected with the work such as registrars to the issue, bankers to the issue, and bank
handling refund business. Even if many of these post-issue activities would be handled by other intermediaries,
the Lead Manager shall be responsible for ensuring that these agencies fulfill their functions and enable him to
discharge this responsibility through suitable agreements with the Issuer Company.
Advisors to the Issue

Standard Chartered- STCI Capital Markets Limited
Dheeraj Arma,
First Floor, Ananth Kanekar Marg,
Bandra (East),
Mumbai 400 051,
India.
Tel: +91 22 67515999/ 67515800
Fax: +91 22 67023194
Email: dtil.rights@standardcharteredcapitalmarkets.com
Contact Person: Mr. Jaya Kumar Subramanian
Domestic Legal Counsel to the Issue
Luthra and Luthra Law offices
103, Ashoka Estate,
24, Barakhamba Road,
Tel: +91 11 4121 5100
Fax: +91 11 2372 3909
Email: luthra@luthra.com
Auditors of the Company
10
MGB & Co., Chartered Accountants

21, Shankar Vihar
Vikas Marg, Delhi 1100 92, India
Tel: + 91 11 4244 0490
Fax: +91 11 2250 8300
Email: ljain@mgbco.com
Contact Person: Mr. Lalit Kumar Shrishrimal
Registrar to the Issue
Mumbai 400 099
Tel: +91 22 2821 5168
Fax: +91 22 2837 5646
Email: indira@shareproservices.com
Contact Person: Mrs. Indira Karkera
Note: Investors are advised to contact the Registrar to the Issue/ Compliance Officer in case of any preissue/post-issue related problems such as non-receipt of Abridged Letter of Offer/letter of allotment/ share
certificate(s)/ refund orders.
Monitoring Agency
We will be appointing [] as the Monitoring Agency for the Issue in terms of Clause 8.17.1 of the SEBI
Guidelines as the Issue size is more than Rs. 500 crores.
Bankers to the Issue
[]
Credit rating
This being an issue of Equity Shares, no credit rating is required.
11
CAPITAL STRUCTURE
Aggregate
nominal value
(In Rs. lakhs)
Authorized share capital1
730,000,000
Equity Shares
Issued, subscribed and paid-up share capital
428,222,803
Equity Shares
Present Issue being offered to the shareholders through the Letter of Offer
[] Equity Shares
Paid up Equity Share capital after the Issue
[] Equity Shares
Share Premium Account
Existing share premium account
Share premium account after the Issue
Aggregate
Value at Issue
Price (In Rs.
lakhs)
7,300.00
4,282.23
[]
[]
[]*
[]
[]
[]
The equity shares of our Company were split from a face value of Rs. 100 per equity share to Rs.10 per equity
share as per the resolution passed by the shareholders of our Company dated May 31, 1995.
The authorized share capital of our Company was increased from Rs. 1 lakh divided into 1,000 equity shares of
Rs. 100 each to Rs. 5,000 lakhs divided into 500 lakhs equity shares of Rs. 10 each through a resolution of the
shareholders of our Company dated May 31, 1995.
The authorized share capital of our Company was further increased from Rs. 5,000 lakhs divided into 500 lakhs
equity shares of Rs. 10 each to Rs. 7,300 lakhs divided into 730 lakhs equity shares of Rs. 10 each through a
resolution of the shareholders of our Company dated July 30, 2002.
The equity shares of our Company were split from a face value of Rs. 10 per equity share to Re. 1 per equity
share as per the resolution of our shareholders dated September 16, 2006.
* Comprising [] Equity Shares partly paid up to the extent of []% of the Issue Price including share premium.
Further []% of the Issue Price including share premium, shall become payable, at the option of the Company,
anytime within [] months after the Allotment Date.
Notes to the Capital Structure
1.
Build up of Equity Share Capital as on May 20, 2008 is as follows:

Date of
Allotment
August 11,
1988
October 18,
19952
No. of Equity
Shares
Allotted
Face
Value
(Rs.)
Issue Price
per Equity
Shares
(Rs.)
Cumulative
Paid-up
Capital (Rs.)
Consideration
Remarks
20
100
100
2,000
Cash
Subscription on signing
of the Memorandum of
Association.
2,50,000
10
10
25,02,000
Cash
Preferential allotment of
shares made to Churu
Trading Company
Private Limited, Briggs
Trading Company
Private Limited, Ganjam
Trading Company
Private Limited,
Prajatma Trading
Company Private
Limited, Premier Finance
& Trading Company
Private Limited,
12
Date of
Allotment
No. of Equity
Shares
Allotted
Face
Value
(Rs.)
Issue Price
per Equity
Shares
(Rs.)
Cumulative
Paid-up
Capital (Rs.)
Consideration
Remarks
June 2,
2000
85,18,773
10
10
8,76,89,730
Cash
Trading Company
Private Limited
June 2,
2000
12,68,942
10
10
10,03,79,150
Cash
shares made to Premier
Finance and Trading
Company Limited
June 2,
2000
10,50,000
10
10
11,08,79,150
Cash
shares made to Briggs
Trading Company
Private Limited
June 2,
2000
12,87,000
10
10
12,37,49,150
Cash
shares made to Ganjam
Trading Company
Private Limited
June 2,
2000
24,75,000
10
10
14,84,99,150
Cash
shares made to Prajatma
Trading Company
Private Limited
June 2,
2000
1,00,000
10
10
14,94,99,150
Cash
shares made to Ms.
Sushila Goel
June 2,
2000
2,50,000
10
10
15,19,99,150
Cash
shares made to Mr.
Ashok Goel
December
6, 2000
17,75,000
10
10
16,97,49,150
Cash
Trading Company
Private Limited
December
6, 2000
38,25,000
10
10
20,79,99,150
Cash
shares made to Premier
Finance and Trading
Company Limited
December
6, 2000
45,50,000
10
10
25,34,99,150
Cash
shares made to Ganjam
Trading Company
Private Limited
December
6, 2000
14,50,000
10
10
26,79,99,150
Cash
shares made to Prajatma
Trading Company
Private Limited
December
10, 2000
2,00,000
10
10
26,99,99,150
Cash
shares made to Mr.
Subhash Chandra
December
10, 2000
2,35,300
10
265
27,23,52,150
Cash
shares made to AfroAsian Satellite
Communications Limited
13
Date of
Allotment
No. of Equity
Shares
Allotted
Face
Value
(Rs.)
Issue Price
per Equity
Shares
(Rs.)
Cumulative
Paid-up
Capital (Rs.)
Consideration
Remarks
December
11, 2000
1,38,33,550
10
265
41,06,87,650
Cash
shares made to AfroAsian Satellite
Communications Limited
August 27,
2002
3,05,00,000
10
10
71,56,87,650
Cash
shares made to Veena
Investment Private
Limited
April 10,
20073
24,93,00,890
42,82,22,803
Other than cash
Allotted to shareholders
of ZEEL pursuant to the
Scheme of
Arrangement.#
Total
42,82,22,803
42,82,22,803
The equity shares of our Company were split from a face value of Rs. 100 per equity share to Rs.10 per equity
share as per the resolution of our shareholders dated May 31, 1995.
3
The equity shares of our Company were split from a face value of Rs. 10 per equity share to Re. 1 per equity
share as per the resolution of our shareholders dated September 16, 2006. The Equity Share capital of our
Company was then reduced by way of canceling three Equity Shares for every four Equity Shares through a
resolution of our shareholders of our Company dated September 16, 2006 under the Scheme of Arrangement as
approved by the order of the High Court of Judicature at Delhi by its order dated December 18, 2006 and High
Court of Judicature at Bombay by its order dated January 12, 2007, thereby canceling 53,67,65,738 Equity
Shares. The paid up Equity Share capital post reduction was Rs. 17,89,21,913.
In addition, entire of the Equity Shares, that is 17,89,21,913 Equity Shares, issued prior to the allotment made
under the Scheme of Arrangement are locked in till April 18, 2010, i.e. till a period of three years from date of
lisitng of these Equity Shares on the Stock Exchange.
Our Company had entered into loan agreements dated May 23, 2006 and August 30, 2006 with Industrial
Development Bank of India (IDBI), pursuant to which 32,500,000 equity shares of our Company of face value
Rs. 10 each, are pledged with IDBI. These equity shares are pledged with IDBI pursuant to agreement to pledge
entered by (a) Veena Investments Private Limited and IDBI on May 24, 2006, for pledge of 30,500,000 equity
shares of face value Rs. 10 each, of our Company; (b) Ganjam Trading Company Private Limited and IDBI on
May 23, 2006, for pledge of 45,50,000 equity shares of face value Rs. 10 each, of our Company; and (c)
Prajatma Trading Company Private Limited and IDBI on May 23, 2006, for pledge of 14,50,000 equity shares
of face value Rs. 10 each, of our Company.
However, our Company has paid back the loans taken from IDBI and we have received no dues certificate from
IDBI bearing reference number IDBI/LCB/DTIL/199 dated May 20, 2008, for the loan agreements dated May
23, 2006 and August 30, 2006. We are in the process of completing necessary formalities for the release of
charge and pledge on equity shares.
# For details of the Scheme of Arrangement, see History of the Company and Other Corporate Matters on
page 53.
2.
Build-up of share capital by the Promoters
Name of the
Promoter
Mr. Subhash
Chandra
Date of
No. of equity
Allotment/transfer
shares*
December 10, 2000

April 10, 2007
Face
Value
Issue/
Nature of
Acquisition
Consideration
Price per Equity
Share
(Rs.)**
2,00,000
10
(15,00,000)
14
10 Cash
NA Other than
cash
Nature of Transaction
Preferential allotment
Reduction of of share
capital as per Scheme of
Name of the
Promoter
Date of
No. of equity
Allotment/transfer
shares*
Face
Value
Issue/
Nature of
Acquisition
Consideration
Price per Equity
Share
(Rs.)**
Arrangement
Total
5,00,000
Mr. Laxmi Narain April 24, 1995

Goel
10
100
April 10, 2007
(750)
April 10, 2007
10,06,250
Total
10,06,500
Mr. Ashok Goel
April 24, 1995
June 2, 2000
April 10, 2007
Total
Ms. Sushila Goel
Shares Transferred from

Mr. Ramesh Kumar
Khanted (Subscriber to
MOA)
NA NA
capital as per Scheme of
Arrangement
Allotment made as a
shareholder of ZEEL
pursuant to the Scheme of
Arrangement
- Other than
cash
10
100
100 Cash
2,50,000
10
10 Cash
(18,75,750)
- Other than
cash
1,00,000
10
April 10, 2007
(7,50,000)
- Other than
cash
April 10, 2007
5,34,750
- Other than
cash
- Other than
cash
April 10, 2007
Total
Veena Investment August 27, 2002
Private Limited
10 Cash
capital as per Scheme Of
Arrangement
Arrangement
Allotment made as a
shareholder of ZEEL
Arrangement
Allotment made as a
shareholder of ZEEL
Arrangement
11,74,150
10
April 10, 2007
(22,87,50,000)
- Other than
cash
April 10, 2007
247,825
- Other than
cash
- Other than
cash
Total
784,750
11,74,150
3,05,00,000
Delgrada Limited April 10, 2007
Shares transferred from

Mr. Mahendra H Khanted
(Subscriber to
Memorandum)
6,25,250
June 2, 2000
Total
Mr. Ashok
Mathai Kurien
100 Cash
10 Cash
Arrangement
Allotment made as a
shareholder of ZEEL
Arrangement
7,64,97,825
47,169,206
15
Allotment made as a
shareholder of ZEEL
Arrangement
Name of the
Promoter
Date of
No. of equity
Allotment/transfer
shares*
April 13, 2007 to

April 20, 2007
July 20, 2007 to July
27, 2007
Total
Face
Value
- Cash
(2,30,000)
- Cash
10
265 Cash
10
265 Cash
- Other than
cash
Arrangement
Allotment made as a
shareholder of ZEEL
Arrangement
Purchased from the
secondary market
3,51,72,125
April 10, 2007
3,00,99,354
- Other than
cash
43,00,000
- Cash
Churu Trading October 18, 1995

Company Private June 2, 2000
Limited
December 6, 2000
3,43,99,354
50,000
10
10 Cash
85,18,773
10
10 Cash
17,75,000
10
10 Cash
April 10, 2007
(7,75,78,297)
- NA
April 10, 2007
20,56,200
- Other than
cash
(10,57,125)
- Cash
April 13, 2007 to

April 20, 2007
Total
Ganjam Trading October 18, 1995
Limited
December 6, 2000
Sold at the secondary

market
market
1,01,90,293
Total
April 13, 2007 to

April 20, 2007
Total
(36,748,913)
December 10, 2000

2,35,300
Afro-Asian
Satellite
December 11, 2000
1,38,33,550
Communications
Limited
April 10, 2007
(10,55,16,375)
Jayneer Capital
Private Limited
Issue/
Nature of
Acquisition
Consideration
Price per Equity
Share
(Rs.)**
Arrangement
Allotment made as a
shareholder of ZEEL
Arrangement
market
2,68,58,508
50,000
10
10 Cash
12,87,000
10
10 Cash
45,50,000
10
10 Cash
April 10, 2007
(4,41,52,500)
- NA
April 10, 2007
3,459,487
- Other than
cash
(13,00,000)
- Cash
50,000
10
10 Cash
12,68,942
10
10 Cash
38,25,000
10
10 Cash
April 10, 2007
(3,85,79,565)
- NA
April 10, 2007
35,51,200
- Other than
cash
April 13, 2007 to

April 20, 2007
Total
Premier Finance October 18, 1995
& Trading
June 2, 2000
Company Private
December 6, 2000
Limited
Arrangement
Allotment made as a
shareholder of ZEEL
Arrangement
market
1,68,76,987
16
Arrangement
Allotment made as a
shareholder of ZEEL
Name of the
Promoter
Date of
No. of equity
Allotment/transfer
shares*
Face
Value
Issue/
Nature of
Acquisition
Consideration
Price per Equity
Share
(Rs.)**

Arrangement
Total
Prajatma Trading October 18, 1995
Limited
December 6, 2000
50,000
10
10 Cash
24,75,000
10
10 Cash
14,50,000
10
10 Cash
April 10, 2007
(2,98,12,500)
- Other than
cash
April 10, 2007
43,55,337
- Other than
cash
(22,93,962)
- Cash
- Other than
cash
April 13, 2007 to

April 20, 2007
Total
Lazarus
Investments
Limited
66,12,500
Total
66,12,500
Allotment made as a
shareholder of ZEEL
Arrangement
50,000
10
10 Cash
10,50,000
10
10 Cash
April 10, 2007
(82,50,000)
- Other than
cash
April 10, 2007
25,59,475
- Other than
cash
(13,00,000)
- Cash
- Other than
cash
Allotment made as a
shareholder of ZEEL
Arrangement
- Other than
cash
Allotment made as a
shareholder of ZEEL
Arrangement
April 13, 2007 to

April 20, 2007
Total
36,80,000
Total
36,80,000
Total
Arrangement
Allotment made as a
shareholder of ZEEL
Arrangement
market
40,09,475
April 10, 2007
April 10, 2007

Ambience
Business Services
Private Limited
3.
Arrangement
Allotment made as a
shareholder of ZEEL
Arrangement
market
1,19,98,875
April 10, 2007
Briggs Trading October 18, 1995

Limited
Essel
Infraprojects
Limited
1,64,11,055
13,08,125
13,08,125
Current shareholding pattern of the Company as on May 20, 2008 is as follows:
The table below represents the shareholding pattern of our Company:

Description
Pre Issue
17
Post Issue
Category of Shareholder
Total number
of Equity Shares
Total
shareholding as
a percentage of
total number of
Equity Shares
Total
number
of Equity
Shares
Total shareholding
as a percentage of
total number of
Equity Shares
Shareholding of Promoter and

Promoter Group (A)
Indian
35,90,650
0.84
[]
[]
Nil
Nil
[]
[]
19,20,40,204
44.84
[]
[]
Financial Institutions/Banks
Nil
Nil
[]
[]
Any Other
Nil
Nil
[]
[]
[]
[]
0.12
[]
[]
12.14
[]
[]
Individuals/Hindu Undivided Family

Central Government/State
Government(s)
Bodies Corporate
Foreign
Individuals (Non-Resident
Individuals/Foreign Individuals)
Bodies Corporate
500,000
5,19,74,918
Institutions/FII
Nil
Nil
[]
[]
Any Other
Nil
Nil
[]
[]
24,81,05,772
57.94
[]
[]
Public shareholding (B)
[]
[]
Institutions (B1)
[]
[]
Total Shareholding of Promoter and

Promoter Group (A)
Mutual Funds/ UTI
1,28,16,876
2.99
[]
[]
Financial Institutions
1,24,30,734
2.90
[]
[]
63,407
0.01
[]
[]
15.04
[]
[]
0.01
[]
[]
20.96
[]
[]
[]
[]
Banks
Foreign Institutional Investors
6,44,19,503
Foreign Bodies
33,851
Sub-Total (B)(1)
8,97,64,371
Non-institutions (B2)
Bodies Corporate
2,71,40,445
6.34
[]
[]
22,06,984
0.52
[]
[]
OCBs
20,695
0.00
[]
[]
Trust
29,437
0.01
[]
[]
Individuals
6,09,55,099
14.23
[]
[]
Sub-Total (B)(2)
9,03,52,660
21.09
[]
[]
18,01,17,031
42.06
[]
[]
42,82,22,803
100
[]
[]
Non Resident
Total Public Shareholding (B) =

(B)(1)+(B)(2)
GRAND TOTAL (A)+(B)
18
4.
Details of shareholding of the Promoters, Promoter Group and Directors of the promoter
companies of the Company as on May 20, 2008
Name of the Shareholder
Total Shares
% of pre issue capital
Promoters
Mr. Subhash Chandra
Mr. Ashok Goel
Ms. Sushila Goel
Delgrada Limited
Promoter Group
Directors of Promoter Companies
5,00,000
0.12
10,06,500
0.24
6,25,250
0.15
11,74,150
0.27
7,84,750
0.18
7,64,97,825
17.86
1,01,90,293
2.38
3,51,72,125
8.21
3,43,99,354
8.03
2,68,58,508
6.27
1,68,76,987
3.94
1,64,11,055
3.83
1,19,98,875
2.80
66,12,500
1.54
40,09,475
0.94
36,80,000
0.86
13,08,125
0.31
Nil
Nil
Nil
Nil
5.
Our Promoters, Directors and Group Companies have not purchased or sold any Equity Shares in the
six months preceding the date of filing of this Draft Letter of Offer with SEBI.
6.
Top ten Shareholders
a)
Top ten shareholders as on May 20, 2008:

S.No.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
b)
Total number of
Equity Shares

Premier Finance & Leasing Limited
Life Insurance Corporation of India
Oppenheimer Funds Inc.
Quantum (M) Limited
7,62,50,000
17.80
3,51,72,125
8.21
2,58,59,433
6.04
2,57,82,117
6.02
1,47,17,500
3.44
1,28,59,855
3.00
1,23,14,813
2.87
1,09,34,339
2.55
1,05,74,108
2.47
99,37,500
2.32
Top ten shareholders as on ten days prior to the filing of the Draft Letter of Offer:
19
% of pre Issue capital
S.No.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
c)
Total number of
Equity Shares

Life Insurance Corporation of India
Oppenheimer Funds Inc.
Quantum (M) Limited
% of pre Issue capital
7,62,50,000
17.80
3,51,72,125
8.21
2,58,59,433
6.04
2,57,82,117
6.02
1,47,17,500
3.44
1,28,59,855
3.00
1,23,14,813
2.87
1,09,34,339
2.55
1,08,74,108
2.54
99,37,500
2.32
Top ten shareholders two years prior to the filing of the Draft Letter of Offer:
S.No.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
Total Shares
% of pre issue capital
30,50,00,000
42.62
14,06,88,500
19.66
10,34,37,730
14.45
5,88,70,000
8.23
5,14,39,420
7.19
3,97,50,000
5.55
1,10,00,000
1.54
Mr. Ashok Goel
25,01,000
0.35
Mr. Subhash Chandra
20,00,000
0.27
Ms. Sushila Goel
10,00,000
0.14
7.
The present issue being a rights issue, as per SEBI guidelines, the requirement of Promoters
contribution and lock-in are not applicable.
8.
ESOP Scheme:
We have adopted the ESOP Scheme to reward our employees for their past association with the
Company and performance and also to motivate them to contribute to the growth and profitability of
the Company. The grant of options under the ESOP Scheme was approved pursuant to a special
resolution passed by our shareholders at the AGM held on August 3, 2007. The grant of stock options
was approved by the Remuneration Committee at their meeting held on August 21, 2007.
Details of the ESOP Scheme are as follows:
Particulars
Options granted and exercise price of options
Details
Date of grant
20
Number of
options granted
Exercise
Price/Equity Share
Particulars
Details
April 24, 2008
184,500
Rs. 63.95
32,57,550*
Total number of options granted

Total options vested (includes options exercised)
Options exercised
Options forfeited/ lapsed/ cancelled
Total number of Equity Shares arising as a
result of full exercise of options already
granted
Variations in terms of options
Money realised by exercise of options
Options outstanding (in force)
Pricing Formula/Exercise price
Person wise details of options granted to

i)
Directors and key managerial employees**
ii)
Any other employee who received a grant
of options amounting to 5% or more of the
total options granted ***
iii)
Identified employees who are granted
options, during any one year equal to or
exceeding 1% of the issued capital
(excluding outstanding warrants and
conversions) of the Company at the time of
grant
Fully diluted EPS on a pre-Issue basis for as on
December 31, 2007
Difference, if any, between employee compensation
cost (calculated using the intrinsic value of stock
option) and the employee compensation cost
(calculated on the basis of fair value of options)
Vesting schedule
NIL
NIL
13,74,000
18,83,550
NIL
NIL
18,83,550
The latest available closing price prior to the date of the meeting of
the Remuneration Committee/ESOP Committee in which the
options are granted/shares are issued (Grant Date) on the Stock
Exchanges.
As mentioned below**
Mr. V.K. Gupta ***
None
Rs. (7.15)
Nil
For the grant on August 21, 2007: August 2008 to August 2012
For the grant on April 24, 2008 : April 2009 to April 2013
Lock-in
Impact on profits and EPS of the last three years in
the Company had followed the accounting policies
specified in Clause 13 of the ESOP Guidelines
One year from the date of the grant

Nil
* As per the provisions of the ESOP Scheme, in the event of rights issue of Equity Shares, an option holder
would not be eligible for the bonus or rights shares but an adjustment to the number of options or the exercise
price or both, would be made as decided by the remuneration committee.
**Details regarding options granted to our key managerial employees under ESOP Scheme are set forth below:
Name of key managerial personnel
Mr. Amitabh Kumar
No. of options granted

1,64,700
21
No. of options
exercised
No. of options
outstanding
Nil
1,64,700
Name of key managerial personnel

Mr. Rajiv Khattar
Mr. Rajeev K Dalmia
Mr. Jagdish Patra
No. of options
exercised
1,67,950
1,71,100
30,200
No. of options
outstanding
Nil
Nil
Nil
1,67,950
1,71,100
30,200
***Details regarding options granted to other employees who have received grant of more than 5%
Name of employee
Mr. V.K. Gupta

97,200
No. of options
exercised
No. of options
outstanding
Nil
97,200
9.
The Company has not availed any bridge loan which would be repaid from the proceeds of the Issue
10.
The Promoters, Directors and the Lead Manager of the Issue have not entered into buy-back, standby or
similar arrangements for any of the securities being issued through this Draft Letter of Offer.
11.
The terms of issue to Non-Resident Equity Shareholders / Applicants have been presented under the
Terms of the Issue on page 286.
12.
At any given time, there shall be only one denomination of the Equity Shares of the Company. The
Equity Shareholders do not hold any warrant, option or convertible loan or debenture, which would
entitle them to acquire further Equity Shares.
13.
Currently, foreign direct investment (FDI) can be made in the DTH sector only after prior approval
of the Foreign Investment Promotion Board (FIPB). Under the current foreign exchange regulation,
foreign investment in DTH sector is capped at 49% of the total paid up capital, under this limit the FDI
component is capped to not exceed 20%.
Our Company has made an application dated May 16, 2008 to the FIPB for allowing participation and
Allotment to Non Resident Equity Shareholders, including FIIs, up to their Rights Entitlement and for
any additional Equity Shares under the Issue, subject to the overall sectoral cap as mentioned above.
Further, the total holding by each FII or sub account of the FII should not exceed 10% of the total paid
up equity capital of our Company and the aggregate holding of all FIIs and sub accounts of FIIs should
not exceed 24% of the paid up equity capital of the Company. The maximum permissible limit of FII
investment in the Company has been increased to the extent of 49% (maximum permissible limit) by a
board resolution dated March 2, 2007 followed by way of a special resolution of the shareholders of the
Company dated March 30, 2007.
Our Company has made an application dated May 20, 2008 to RBI for allowing Non-Residents to
subscribe to partly paid up Equity Shares in the Issue. In addition, renunciation in favour of NonResidents is subject to the renouncer (s)/renouncee(s) obtaining the approval of the FIPB and/or
necessary permission of the RBI under the FEMA and such permissions should be attached to the CAF.
Applications not accompanied by the aforesaid approvals are liable to be rejected.
14.
Except issue of Equity Shares arising on the exercise of options granted under our ESOP Scheme, no
further issue of capital by way of issue of bonus shares, preferential allotment, rights issue or public
issue or in any other manner which will affect the Company shall be made during the period
commencing from the filing of the Draft Letter of Offer with the SEBI and date on which the Equity
Shares issued under the Letter of Offer are listed or application moneys are refunded on account of the
failure of the Issue.
15.
The Company presently does not intend to alter its capital structure for a period of six months from the
date of the opening of the Issue, by way of split or consolidation of the denomination of Equity Shares
or further issue of Equity Shares (including issue of securities convertible into or exchangeable,
directly or indirectly into Equity Shares) whether preferential or otherwise except that if the Company
enters into acquisitions or joint ventures or if the business needs arise, it may, subject to necessary
approvals, consider raising additional capital to fund such activity.
22
16.
The Issue will remain open for 30 days. However, the Board will have the right to extend the Issue
period as it may determine from time to time but not exceeding 60 days from the Issue Opening Date.
17.
The Promoters have confirmed that along with relatives and the companies controlled by the Promoters
(together hereinafter referred to as Promoter in this clause) intend to subscribe to the full extent of
their entitlement in the Issue. The Promoter reserves the right to subscribe to their entitlement in the
Issue either by themselves, their relatives or a combination of entities controlled by them, including by
subscribing for renunciation if any made within the promoter group to another person forming part of
the promoter group. The Promoter also intends to apply for additional Equity Shares in the Issue, such
that at least 90% of the Issue is subscribed. As a result of this subscription and consequent allotment,
the Promoter may acquire shares over and above their entitlement in the Issue, which may result in an
increase of the shareholding being above the current shareholding with the entitlement of Equity Shares
under the Issue. This subscription and acquisition of additional Equity Shares by the Promoter, if any,
will not result in change of control of the management of the Company and shall be exempt in terms of
proviso to Regulation 3(1)(b)(ii) of the Takeover Code. As such, other than meeting the requirements
indicated in the section on Objects of the Issue on page 24 of this Draft Letter of Offer), there is no
other intention/purpose for this Issue, including any intention to delist the Company, even if, as a result
of allotments to the Promoter, in this Issue, the Promoter shareholding in the Company exceeds their
current shareholding. The Promoter intends to subscribe to such unsubscribed portion as per the
relevant provisions of the law. Allotment to the Promoter of any unsubscribed portion, over and above
their entitlement shall be done in compliance with the Listing Agreement and other applicable laws
prevailing at that time relating to continuous listing requirements.
18.
We have never revalued our assets and have not issued any Equity Shares out of revaluation reserves.
19.
We have 2,12,724 members as on May 20, 2008.
20.
Our Company has made an application dated May 16, 2008 to the FIPB and an application dated April
29, 2008 to the MIB to allow participation of Non Residents in the Issue and for change in capital
structure of the Company pursuant to the Issue.
23
OBJECTS OF THE ISSUE
The objects of the Issue are (a) to fund our subscriber acquisition cost; (b) repayment of loan and (c) general
corporate purposes.
The main objects clause of our Memorandum of Association and objects incidental to the main objects enable us
to undertake our existing activities and the activities for which funds are being raised by our Company through
this Issue.
The fund requirement described below is based on the management estimates and is not appraised by any bank
or financial institution. In view of the dynamic nature of the media and entertainment industry, our Company
may have to revise its capital expenditure requirements due to variations in the cost structure, changes in
estimates, exchange rate fluctuations and external factors, which may not be within the control of the
management. This may entail rescheduling or revising the planned capital expenditure for a particular purpose
from its planned expenditure at the discretion of our Companys management. In case of shortfall in the Net
Proceeds to meet the objects of the Issue described below, we propose to meet the same through internal
accruals and borrowings.
We intend to utilize the proceeds of the Issue after deducting expenses relating to the Issue (Net Proceeds)
which is estimated at Rs. [] lakhs for the abovementioned objects.
Total fund requirement of the Company
The details for the total fund requirement of the Company and the amount to be spent from the Issue are
mentioned in the table below:
Rs. in lakhs
Particular
Subscriber acquisition cost
Repayment of loans
General corporate purposes
Issue expenses
TOTAL
Amount
79,012
30,000
[]
[]
1,14,000
In case of any variation in the actual utilization of funds earmarked for the objects mentioned above, increased
fund deployment for a particular activity will be financed through additional debt. If there is any surplus from
the Net Proceeds after meeting all the above mentioned objects, such surplus proceeds will be used for general
corporate purposes.
We intend to use the Net Proceeds of the Issue to finance our objects of the Issue.
Details of Objects
1.
Fund our subscriber acquisition cost
We operate in a capital intensive industry wherein significant cost is required to be incurred on customer
acquisition by way of providing CPEs. With a view to participate in the increase of the customer base in DTH
segment, our management intends to use proceeds of this Issue towards purchase of CPEs which will enable us
to enlarge our subscriber base. We intend to add 28 lakh new subscribers over the next two fiscal years and
therefore would be required to purchase additional consumer premise and other equipments from local and
external suppliers.
Consumer premise equipments are the equipments which are installed at the premises of the subscriber to enable
receipt of signals from satellite and other services from our earth station. Such equipments include Set Top
Boxes (STBs), Low Noise Block (LNB), dish-antenna, wire and other miscellaneous equipments. Some of these
equipments are sourced from our Subsidiaries.
Schedule of funds deployment
The proposed schedule of deployment funds from the Net Proceeds of the Issue is as per the table below:
24
(Rs.in lakhs)
Consumer Premise Equipments
Fiscal 2009
23,117.29
1,710.17
1,076.50
6,722.35
4,155.30
36,781.61
Set top boxes

Low Noise Block
Wire
Dish Antenna
Miscellaneous equipments
Total
Fiscal 2010
26,542.07
1,963.52
1,235.98
7,718.26
4,770.90
42,230.73
All the expenses made by the Company on any of the above-mentioned objects in Fiscal 2009 pending
utilization of Net Proceeds of the Issue would be reimbursed from the Net Proceeds of the Issue.
We have received the following quotes from various suppliers for estimated supplies of CPEs over next 2 fiscal
years for 28 lakhs units:
Item description
Set top boxes
Low Noise Block
Wire
Dish Antenna
Name of Supplier
Handen
Wiston NeWeb Corp.
CommScope Asia
(Suzhou) Technologies
Co.
SVH Enterprises
Date of available
quotations
May 19, 2008
April 22, 2008
January 9, 2008
Amount per unit*

(Rs.)
1,440.5
96.75
61.92
May 15, 2008
362
* The quotes in US Dollars have been converted in Rupees by using conversion rate of Rs. 43 per US Dollar
In addition to the above, we are also required to pay import duties, port and freight charges for importing the
above-mentioned products from external suppliers.
2. Repayment of Loan
The Company has entered into various financing arrangements with banks, financial institutions, and other
corporate entities. Arrangements entered into by the Company, includes borrowings in the form of secured
loans, term loans, unsecured loans. As on May 20, 2008 the total amount of loan outstanding was Rs. 49,489.18
lakhs.
The Company intends to utilize the proceeds of the issue upto Rs 30,000 lakhs towards repayment of a portion
of debt as given below. Some of the Companys financing arrangements contain provisions relating to prepayment penalty. The Company will take these provisions into considerations in pre-paying its debt from the
proceeds of the Issue:
(Rupees in lakhs)
A. SECURED LOAN
Amount outstanding as on
May 20, 2008*
1
Term Loan from Standard Chartered Bank
8,000
Vehicle Loans
Overdraft facility from Axis Bank Limited
4.
Working capital and letter of credit facilities from ICICI Bank
B.
UNSECURED LOAN
Ayepee Lamitubes Limited
Churu Trading Company Private Limited (Promoter)
Rupee Finance & Management Private Limited
Suncity Projects Limited
Inter-corporate deposits from ZEEL
24.4
749.9
3,517.1
10.78
32,390.0
2,000.0
27.00
2,770.00
Total
49,489.18
*As certified by letter dated May 20, 2008, issued by Gulshan Khandelwal, Chartered Accountants
25
3.
General Corporate Purposes
In accordance with the policies set up by the Board, the Company proposes to retain flexibility in using the
remaining Net Proceeds for general corporate purposes, including strengthening of our marketing capabilities
and brand building exercises. In accordance with the policies of the Board, the management of the Company
will have flexibility in utilizing Issue proceeds earmarked for general corporate purposes.
The fund requirements and intended use of the Net Proceeds as described therein are based on the management
estimates. Our management, in response to the competitive and dynamic nature of the industry, may require
revising its expenditure plan, fund requirements and external factors which may be beyond the control of our
management. Such decisions will be taken by our Board. In case of variations in the actual utilization of funds
earmarked for the purposes set forth, increased fund requirements for a particular purpose may be financed by
surplus funds, if available, for other purposes as indicated below. If surplus funds are unavailable, the required
financing will be through our internal accruals and/or debt.
Issue Related Expenses
The Issue related expenses among others include, lead management and selling commission, printing and
distribution expenses, legal fees, advertisement expenses and registrar, depository fees and other fees. The
estimated Issue expenses are as follows:
Activity
Lead management fees
Advertising and marketing expenses
Printing, stationery and postage
Other (Registrar expenses, monitoring agency fees, credit
rating agencies fees, legal fees, etc.)
Total estimated Issue expenses
Expense (Rs. in
lakhs)
[]
[]
[]
[]
% of Issue size
[]
[]
[]
[]
% of Issue
expenses
[]
[]
[]
[]
[]
[]
[]
Interim Use of Proceeds

The management of our Company, in accordance with the policies established by our Board from time to time,
will have flexibility to deploy the Net Proceeds. Pending utilization for the purposes described above, our
Company intends to invest the funds in quality interest bearing liquid instruments including money market
mutual funds and deposits with banks, for the necessary duration. Such investments would be in accordance
with investment policies approved by our Board from time to time. The Company confirms that pending
utilization of the Issue proceeds; it shall not use the net proceeds for investments in the equity markets.
Bridge Loan
We have not raised any bridge loan from any bank or financial institution for any amount as at the date of this
Monitoring of Utilization of Funds
In terms of Clause 8.17 of the SEBI Guidelines, the Company has appointed [] as the monitoring agency. The
Monitoring Agency along with our Board will monitor the utilization of the proceeds of the Issue.
Our Board
We will disclose the details of the utilization of the Net Proceeds, including interim use, under a separate head in
our financial statements specifying the purpose for which such proceeds have been utilized or otherwise
disclosed as per the disclosure requirements of our listing agreements with the Stock Exchanges, and in
particular clauses 43A and 49 of the listing agreement.
In compliance with the SEBI Guidelines, until the proceeds of the Issue have been entirely utilized, the
monitoring agency shall file a monitoring report with our Company on a half yearly basis. The report together
with the managements comments thereon shall be placed by our Company before the Audit Committee. The
Company shall disclose to the Audit Committee, the uses and application of funds under the heads as specified
26
above, on a quarterly basis as a part of the quarterly declaration of financial results. Further, on an annual basis,
the Company shall prepare a statement of funds utilized for purposes other than those stated above, if any, and
place it before the Audit Committee. Such disclosure shall be made only until such time that the full money
raised through the Issue has not been fully spent. This statement shall be certified by the statutory auditors of the
Company. The Audit Committee shall make appropriate recommendations to the Board to take up steps in this
matter.
We may utilize upto Rs. 30,000 lakhs from the Net Proceeds of the Issue for repayment of existing loans from
Churu Trading Company Private Limited (Promoter) and/or ZEEL one of our Group Companies, other than as
aforementioned no part of the Net Proceeds of the Issue will be paid by the Company as consideration to the
Promoters, the Directors, the Companys key management personnel or companies promoted by the Promoters.
27
BASIS FOR ISSUE PRICE

Investors should also refer to the section Risk Factors on page ix and Auditors Report on page 112 to get a
more informed view before making the investment decision. The price per share has been provided for Re. 1 per
share face value.
The Issue Price will be determined by us, in consultation with the Lead Managers on the basis of the market
sentiments prevailing around the pricing date. The face value of the Equity Shares is Rs. [] and the Issue Price
is [] times of the face value.
Qualitative Factors
First mover advantage on account of being the first DTH service provider in India with 60% market
share in the DTH market;
Geographically spread customer base - Maharashtra, Gujarat and Karnataka contribute approx. 30% to
the subscriber base;
Distribution and customer service network of 550 distributors and approx. 35,000 dealers (dealership
presence in 4,200 towns);
Infrastructure capacity of 9 transponders on the NSS6 Satellite, where each transponder can host more
than 15 channels; and
Technology partnerships with following software providers:
Open TV for middle ware;
CONAX for encryption and authentication;
SCOPUS for compression systems;
HARRIS for automation and broadcasting software.
Quantitative Factors
Information presented in this section is derived from our Companys restated financial statements prepared in
accordance with Indian GAAP. Some of the quantitative factors, which form the basis for computing the price,
are as follows:
1.
Earning Per Equity Share

EPS (Rs.)
Year
For year ended March 31, 2005
Weighted Average
Unconsolidated
(3.34)
(12.22)
(5.67)
(7.46)
Consolidated
(4.81)
(13.27)
(5.70)
(8.07)
Weight
1
2
3
Note: The equity shares of our Company were split from a face value of Rs. 10 per equity share to Re. 1 per
equity share as per the resolution of our shareholders dated September 16, 2006. The Equity Share
capital of our Company was then reduced by way of cancelling three Equity Shares for every four Equity
Shares through a resolution of our shareholders of our Company dated September 16, 2006 under the
Scheme of Arrangement as approved by the High Court of Judicature at Delhi by its order dated
December 18, 2006 and High Court of Judicature at Bombay by its order dated January 12, 2007,
thereby cancelling 536,765,738 Equity Shares.
Explanation
a)
b)
2.
The adjusted EPS has been computed on the basis of the adjusted profits and losses of the respective
years drawn after considering the impact of accounting policy changes and material adjustments, prior
period items pertaining to the earlier years and dividend on preference shares.
The denominator considered for the purpose of calculating adjusted EPS is the weighted average
number of Equity Shares outstanding during the year.
Price / Earning (P/E) ratio in relation to the Issue Price of Rs. []
Particulars
Unconsolidated
28
Consolidated
1.
2.
3.
Based on Adjusted EPS

Based on Weighted average EPS
Industry P/E (NA)
NA
NA
NA
NA
Note: As our company has negative EPS for last 3 Financial Years, P/E ratio cannot be calculated for those
years. Also, currently there are no listed peers for our company in the Indian stock market.
3.
RoNW
Year
RONW %

Weighted Average
Unconsolidated
(12.45)%
(83.72)%
NA*
-
Weight
Consolidated
(25.86)%
(108.86)%
NA*
-
1
2
3
* As the networth of our company was negative as on March 31, 2007, the RoNW ratio cannot be calculated for
the same year.
4.
Net asset value per share after Issue and comparison with Issue Price:
Particulars
NAV (Rs.)
Unconsolidated
(1.02)
[]
[]
As at March 31, 2007

After the Issue
Issue Price
Consolidated
(1.43)
[]
[]
Net asset value per equity share has been calculated as net worth, as restated, at the end of the year divided by
number of equity shares outstanding at the end of the year / period
5.
Comparison with other listed companies

EPS (Rs)
Dish TV India Limited (As on March 31, 2007)

PEER GROUP
Currently there are no listed peers in the Indian
stock market for our company
P/E Ratio
RoNW (%)
Book Value (Rs.)
(5.70)
NA
NA
(1.43)
Note: The equity shares of our Company were split from a face value of Rs. 10 per equity share to Re. 1 per
equity share as per the resolution of our shareholders dated September 16, 2006. The Equity Share
capital of our Company was then reduced by way of cancelling three Equity Shares for every four Equity
Shares through a resolution of our shareholders of our Company dated September 16, 2006 under the
Scheme of Arrangement as approved by the High Court of Judicature at Delhi by its order dated
December 18, 2006 and High Court of Judicature at Bombay by its order dated January 12, 2007,
thereby cancelling 53,67,65,738 Equity Shares.
The Issue Price of Rs. [] per Equity Share has been determined by us, in consultation with the Lead Manager,
on the basis of assessment of market demand for the offered securities by way of rights issuance. For more
information, see Risk Factors on page ix and the financials of our Company including profitability and return
ratios, as set out in the auditors report on page 112, for a more informed view.
29
STATEMENT OF TAX BENEFITS

To,
The Board of Directors,
Dish TV India Ltd
FC - 19,
Sector 16 A, Film City,
Noida, 201 301
Uttar Pradesh.
Dear Sirs,
We hereby report that the attached Annexure states the possible tax benefits available to Dish TV India Limited
(the Company) and to the shareholders of the Company under the Income tax Act, 1961, Wealth Tax Act,
1957 and the Gift Tax Act, 1958, presently in force in India, subject to the fact that several of these benefits are
dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant tax laws.
Hence the ability of the Company or its shareholders to derive the tax benefits is dependent upon fulfilling such
conditions, which based on the business imperatives, the Company may or may not choose to fulfill.
The benefits discussed in the Annexure are not exhaustive. This statement is only intended to provide general
information to the investors and is neither designed nor intended to be a substitute for the professional tax
advice. In view of the individual nature of the tax consequences and the changing tax laws, each investor is
advised to consult his or her own tax consultant with respect to the specific tax implications arising out of their
participation in the issue.
We do not express any opinion or provide any assurance as to whether:
The Company or its shareholders will continue to obtain these benefits in future; or
The conditions prescribed for availing of these benefits have been / would be met with.
The contents of this Annexure are based on the information, explanations and representations obtained from the
Company and on the basis of our understanding of the business activities and operations of the Company and
interpretations of the current tax laws.
Jeenendra Bhandari
Partner
M No. 105077
For and on behalf of
MGB & Co
Chartered Accountants
Place: Mumbai
April 25, 2008
30
ANNEXURE TO THE STATEMENT OF TAX BENEFITS

I.
SPECIAL TAX BENEFITS
A.
Special Tax Benefits Available to the Company

There are no special tax benefits available to the Company.
B.
Special Tax Benefits Available to the Shareholders of the Company

There are no special tax benefits available to the shareholders of the Company.
II.
GENERAL TAX BENEFITS
Under the Income Tax Act, 1961 (the Act)

The following tax benefits shall inter alia, be available to the Company and the prospective shareholders under
Direct Tax Laws.
A.
General Benefits Available to the Company
1.
Subject to compliance of certain conditions laid down in Section 32 of the Income Tax Act 1961,
(hereinafter referred to as Act) the Company will be entitled to a deduction for depreciation:-
2.
a)
In respect of tangible assets
b)
In respect of intangible assets being in the nature of know how, patents, copyrights,
trademarks, licenses, franchises or any other business or commercial rights of similar nature
acquired after 31st day of March, 1998 at the rates prescribed under Income Tax Rules, 1962;
c)
In respect of any new machinery or plant (other then ships and aircraft) which has been
acquired and installed after 31st March, 2005, a further sum of 20% of the actual cost of such
machinery or plant will be allowed as a deduction.
Subject to compliance of certain conditions laid down in Section 35 (1) (iv) of the Act, the Company is
entitled to claim as deduction the whole of capital expenditure, other than the expenditure incurred on
the acquisition of any land, incurred on scientific research related to the business of the Company.
As proposed by the Finance Bill 2008, the Company shall be eligible for a weighted deduction of 1.25
times of any sum paid to a company to be used by it for scientific purpose, subject to fulfillment of the
conditions provided in the proposed Section 35(1)(iia) of the Act.
3.
As proposed by the Finance Bill 2008, under Section 35D of the Act, the Company is eligible for
deduction in respect of specified preliminary expenditure incurred by the Company in connection with
extension of its undertaking or in connection with setting up a new Industrial unit for an amount equal
to 1/5th of such expenses over 5 successive Assessment Years, subject to the conditions and limits
specified in the section.
4.
Minimum Alternate Tax (MAT) is a minimum tax which a company needs to pay when it makes
profits credit allowable is the difference between MAT paid and the tax computed as per the normal
provisions of the Act and can be utilized in those years in which tax becomes payable under the normal
provisions of the Act. MAT credit can be utilised to the extent of difference between any tax payable
under the normal provisions and MAT payable for the relevant year. However, MAT credit cannot be
carried forward and set off beyond 7 years immediately succeeding the assessment year in which it
becomes allowable to be carried forward.
B.
General Benefits Available to Company and Resident Members
1.
Under section 10(34) of the Act, income earned by way of dividend from domestic company referred to
in section 115O of the Act is exempt from income-tax in the hands of the shareholders. However,
31
Section 94(7) of the Act provides that the losses arising on account of sale/transfer of shares purchased
up to three months prior to the record date and sold within three months after such date will be
disallowed to the extent of dividend on such shares are claimed as tax exempt by the shareholder.
2.
Credit for Dividend Distribution Tax (DDT) paid by a subsidiary company

The Finance Bill 2008 has proposed to amend Section 115-O of the Act to provide that, in order to
compute the DDT payable by a domestic holding company, the amount of dividend paid by it would be
reduced by the dividend received by it from its subsidiary company during the financial year, if:
The subsidiary company has paid DDT on such dividend; and
The domestic company is itself not a subsidiary of any company.
For this purpose, a company would be considered as a subsidiary if the domestic company holds more
than half its nominal equity capital.
3.
Under section 10(38) of the Act, long term capital gain arising to the shareholder from transfer of a
long term capital asset being an equity share in the company or unit of an equity oriented Mutual fund
(i.e. capital asset held for the period of twelve months or more) entered into in a recognized stock
exchange in India after October 1, 2004 on which securities transaction tax has been paid is exempt.
However, from Financial Year 2006-2007, income by way of long-term capital gain of a company shall
be taken into account in computing the book profit and income-tax payable under section 115JB of the
Act.
4.
In terms of Section 88E of the Act, the securities transaction tax paid by the shareholder in respect of
the taxable securities transactions entered into in the course of the business would be eligible for rebate
from the amount of income-tax on the income chargeable under the head Profits and Gains under
Business or Profession arising from taxable securities transactions subject to certain limit specified in
the section. As such, no deduction will be allowed in computing the income chargeable to tax as
capital gains or under the head Profits and gains of Business or Profession for such amount paid on
account of STT.
The Finance Bill 2008 has proposed to introduce new Section 36(i)(xv) to allow for deduction of STT
paid, if the taxable securities transactions are taxable as Business Income instead of the rebate
hitherto allowable under Section 88E.
5.
Under section 48 of the Act, if the investments in shares are sold after being held for not less than
twelve months, the gains [in cases not covered under section 10(38) of the Act], if any, will be treated
as long-term capital gains and the gains shall be calculated by deducting from the gross consideration,
the indexed cost of acquisition.
6.
Under section 54EC of the Act and subject to the conditions and to the extent specified therein, long
term capital gains [not covered under the section 10(38) of the Act] arising on the transfer of shares of
the Company will be exempt from capital gains tax if the capital gain are invested within a period of 6
months from the date of transfer in the bonds issued by
National Highways Authority of India constituted under Section 3 of National Highways

Authority of India Act, 1988; on or after the 1st day of April, 2006
Rural Electrification Corporation Limited, a company formed and registered under the
Companies Act, 1956 on or after the 1st day of April, 2006
If only part of the capital gain is so reinvested, the exemption shall be proportionately reduced. The
amount so exempted shall be chargeable to tax subsequently, if the specified assets are transferred or
converted within three years from the date of their acquisition. However, as per 1st Proviso to Section
54EC(1), the investments made in the Long Term Specified Asset on or after April 1, 2007 by any
assessee during the financial year should not exceed 50 Lakhs rupees.
7.
Under Section 54F of the Act and subject to the conditions and to the extent specified therein, long
term capital gains [in cases not covered under section 10(38) of the Act] arising to an individual or
Hindu Undivided Family (HUF) on transfer of shares of the Company will be exempt from capital
32
gains tax subject to other conditions, if the net sales consideration from such shares are used for
purchase of residential house property within a period of one year before or two year after the date on
which the transfer took place or for construction of residential house property within a period of three
years after the date of transfer.
8.
Under section 111A of the Act, capital gains arising to a shareholder from transfer of short terms
capital assets, being an equity share in the company or unit of an equity oriented Mutual fund, entered
into in a recognized stock exchange in India on which securities transaction tax has been paid will be
subject to tax at the rate of 10% (plus applicable surcharge and educational cess on income-tax).
The Finance Bill 2008 has proposed to increase the tax rate on aforesaid Short Term Capital Gains
from 10% to 15% (plus applicable surcharge and education cess).
9.
Under Section 112 of the Act and other relevant provisions of the Act, long term capital gains [not
covered under section 10(38) of the Act] arising on transfer of shares in the Company, if shares are
held for a period exceeding 12 months, shall be taxed at a rate of 20% (plus applicable surcharge and
educational cess on income-tax) after indexation as provided in the second proviso to Section 48 or at
10% (plus applicable surcharge and educational cess on income-tax) (without indexation), at the option
of the Shareholders.
10.
Unabsorbed depreciation if any, for an Assessment Year (AY) can be carried forward & set off against
any source of income in subsequent AYs as per section 32 (2) subject to the provisions of sub-section
(2) of section 72 and sub-section (3) of section 73 of the Act. Business losses if any, for any AY can be
carried forward and set off against business profits for eight subsequent AYs.
11.
Short-term capital loss on sale of shares can be set off against any capital gain income, long term or
short term, in the same assessment year. It should be noted that such loss can be set off only against
capital gain income and not against any other head of income. Balance short-term capital loss, if any,
can be carried forward up to eight assessments years. In the subsequent years also, it can be set off
against any capital-gain income.
C.
General Benefits Available to Non Resident Indians/ Members other than FIIs and Foreign
Venture Capital Investors
1.
By virtue of Section 10(34) of the Act, income earned by way of dividend income from another
domestic company referred to in section 115O of the Act, is exempt from tax in the hands of the
recipients.
2.
Under Section 10(38) of the Act, long term capital gain arising to the shareholder from transfer of a
long term capital asset being an equity share in the company or unit of an equity oriented mutual fund
exchange in India and being such a transaction, which is chargeable to Securities Transaction Tax, shall
be exempt from tax.
However, from Financial Year 2006-2007, income by way of long-term capital gain of a company shall
be taken into account in computing the book profit and income-tax payable under section 115JB of the
Act.
3.
Tax on income from investment and Long Term Capital Gains:

A non-resident Indian (i.e. an individual being a citizen of India or person of Indian Origin)
has an option to be governed by the provisions of Chapter XIIA of the Act viz. Special
Provisions Relating to certain Incomes of Non-Residents.
Under section 115E of the Act, capital gains arising to the non resident on transfer of shares
held for a period exceeding 12 months shall [in cases not covered under section 10(38) of the
Act] be concessionally taxed at a flat rate of 10% (plus applicable surcharge and educational
cess on Income-tax) without indexation benefit but with protection against foreign exchange
fluctuation under the first proviso to section 48 of the Act.
33
4.
Capital gain on transfer of Foreign Exchange Assets, not to be charged in certain cases
5.
Return of income not to be filed in certain cases

6.
Under provisions of section 115F of the Act, long term capital gains [not covered under
section 10(38) of the Act] arising to a non-resident Indian from the transfer of shares of the
company subscribed to in convertible Foreign Exchange shall be exempt from income tax if
the net consideration is reinvested in specified assets within six months of the date of transfer.
If only part of the net consideration is so reinvested, the exemption shall be proportionately
reduced. The amount so exempted shall be chargeable to tax subsequently, if the specified
assets are transferred or converted within three years from the date of their acquisition.
Under provisions of section 115-G of the Act, it shall not be necessary for a non-resident
Indian to furnish his return of income if his only source of income is investment income or
long term capital gains or both arising out of assets acquired, purchased or subscribed in
convertible foreign exchange and tax deductible at source has been deducted therefrom
Other provisions
Under section 115-I of the Act, a non resident Indian may elect not to be governed by the
provisions of Chapter XII-A for any assessment year by furnishing his return of income under
section 139 of the Act declaring therein that the provisions of the Chapter shall not apply to
him for that assessment year and if he does so the provisions of this Chapter shall not apply to
him, instead the other provisions of the Act shall apply.
Under the first proviso to section 48 of the Act, in case of a non resident, in computing the
capital gains arising from transfer of shares of the company acquired in convertible foreign
exchange (as per exchange control regulations), protection is provided from fluctuations in the
value of rupee in terms of foreign currency in which the original investment was made. Cost
indexation benefits will not be available in such a case.
Under section 54EC of the Act and subject to the conditions and to the extent specified
therein, long term capital gains [not covered under section 10(38) of the Act] arising on the
transfer of shares of the company will be exempt from capital gains tax if the capital gains are
invested within a period of 6 months from the date of transfer, in the bonds issued on or after
the 1st day of April, 2006 by
o
National Highways Authority of India constituted under Section 3 of National

Highways Authority of India Act, 1988;
Companies Act, 1956;
If only part of the capital gain is so reinvested, the exemption shall be proportionately
reduced. The amount so exempted shall be chargeable to tax subsequently, if the specified
assets are transferred or converted within three years from the date of their acquisition.
However, in terms of Union Budget 2007-08 investments in the specified assets by an
assessee during any Financial Year should not exceed 50 lakhs rupees.
Under section 54F of the Act and subject to the conditions and to the extent specified therein,
long term capital gains [in cases not covered under section 10(38) of the Act] arising to an
individual or Hindu Undivided Family (HUF) on transfer of shares of the company will be
exempt from capital gains tax subject to other conditions, if the sale proceeds from such shares
are used for purchase of residential house property within a period of one year before or two
year after the date on which the transfer took place or for construction of residential house
property within a period of three years after the date of transfer.
Under section 112 of the Act and other relevant provisions of the Act, long term capital gains
[not covered under section 10(38) of the Act] arising on transfer of shares in the company, if
shares are held for a period exceeding 12 months shall be taxed at a rate of 20% (plus
34
applicable surcharge) after indexation as provided in the second proviso to section 48.
However, indexation will not be available if the investment is made in foreign currency as per
the first proviso to section 48 stated above, or it can be taxed at 10% (plus applicable
surcharge and the education cess on income-tax) (without indexation), at the option of
assessee.
Under Section 111A of the Act, capital gains arising to a shareholder from transfer of short
terms capital assets, being an equity share in the company or unit of an equity oriented Mutual
fund, entered into in a recognized stock exchange in India on which securities transaction tax
has been paid will be subject to tax at the rate of 10% (plus applicable surcharge and the
education cess on income-tax).
The Finance Bill 2008 has proposed to increase the tax rate on aforesaid Short Term Capital
Gains from 10% to 15% (plus applicable surcharge and education cess).
D.
General Benefits Available to Foreign Institutional Investors (FIIs)
1.
By virtue of section 10(34) of the Act, income earned by way of dividend income from another
domestic company referred to in section 115O of the Act, are exempt from tax in the hands of the
institutional investor.
2.
Under Section 10(38) of the Act, long term capital gain arising to the shareholder from transfer of a
long term capital asset being an equity share in the company or unit of an equity oriented mutual fund
exchange in India and being such a transaction, which is chargeable to Securities Transaction Tax, shall
be exempt from tax.
However from Financial Year 2006-2007, that income by way of long-term capital gain of a company
shall be taken into account in computing the book profit and income-tax payable under section 115JB
of the Act.
3.
The income realized by FIIs on sale of shares in the company by way of short term capital gains
referred to in Section 111A of the Act would be taxed at the rate of 10% (plus applicable surcharge and
education cess on income-tax) as per section 115AD of the Act.
The Finance Bill 2008 has proposed to increase the tax rate on aforesaid short term capital gains from
10% to 15% (plus applicable surcharge and education cess).
4.
The income by way of short term capital gains (not referred to in section111A) or long term capital
gains [not covered under section 10(38) of the Act] realized by FIIs on sale of shares in the company
would be taxed at the following rates as per section 115AD of the Act.
Short term capital gains 30% (plus applicable surcharge and education cess on income tax)
Long term capital gains 10% (plus applicable surcharge and education cess on income-tax) without
cost indexation.
(Shares held in a company would be considered as a long term capital asset provided they are held for a
period exceeding 12 months).
5.
Under section 54EC of the Act and subject to the conditions and to the extent specified therein,long
term capital gains [not covered under section 10(38) of the Act] arising on the transfer of shares of the
company will be exempt from capital gains tax if the capital gains are invested within a period of 6
months after the date of such transfer for a period of 3 years in the bonds issued on or after the 1st day
of April, 2006 by
National Highways Authority of India constituted under Section National Bank for
Agriculture and Rural Development established under 3 of National Highways Authority of
India Act, 1988;
35
Companies Act, 1956;
If only part of the capital gain is so reinvested, the exemption shall be proportionately reduced. The
amount so exempted shall be chargeable to tax subsequently, if the specified assets are transferred or
converted within three years from the date of their acquisition. However, in terms of Union Budget
2007-08 investments in the specified assets by an assessee during any Financial Year should not exceed
50 lakhs rupees.
6.
In terms of Section 88E of the Act, the securities transaction tax paid by the shareholder in respect of
the taxable securities transactions entered into in the course of the business would be eligible for rebate
from the amount of income-tax on the income chargeable under the head Profits and Gains under
Business or Profession arising from taxable securities transactions.
The Finance Bill 2008 has proposed to introduce new Section 36(i)(xv) to allow for deduction of STT
paid, if the taxable securities transactions are taxable as Business Income instead of the rebate
hitherto allowable under Section 88E.
E.
Benefits available to Mutual Funds

As per section 10(23D) of the Act, any income, including income from investment in the shares of the
company, of Mutual Funds registered under the Securities and Exchange Board of India Act, 1992 or
Regulations made thereunder, Mutual Funds set up by public sector banks or public financial
institutions and Mutual Funds authorised by the Reserve Bank of India will be exempt from income
tax, subject to such conditions as the Central Government may by notification in the Official Gazette,
specify in this behalf.
Under The Wealth Tax Act, 1957

Shares of the company held by the shareholder will not be treated as an asset within the meaning of section
2(ea) of Wealth-tax Act, 1957, hence Wealth-tax Act will not be applicable.
Under The Gift Tax Act, 1958
Gift tax is not leviable in respect of any gifts made on or after October 1, 1998. Therefore, any gift of shares will
not attract gift tax.
Notes
1.
All the above benefits are as per the current tax law and will be available only to the sole/ first named
holder in case the shares are held by joint holders.
2.
The above Statement of Possible Direct Tax Benefits sets out the provisions of law in a summary
manner only and is not a complete analysis or listing of all potential tax consequences of the purchase,
ownership and disposal of shares.
3.
In respect of non-residents and foreign companies, the tax rates and consequent taxation mentioned
above will be further subject to any benefits available under the Tax Treaty, if any, between India and
the country in which the non-resident has fiscal domicile. As per the provisions of section 90(2) of the
Act, the provisions of the Act would prevail over the provisions of the Tax Treaty to the extent they are
more beneficial to the non-resident. In case the non resident has fiscal domicile in a country with which
no Tax Treaty exists, then due relief under Section 91 of the Act may, in given circumstances, be
available.
4.
Our views expressed herein are based on the facts and assumptions indicated by the Company. No
assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our
views are based on the existing provisions of law and its interpretation, which are subject to change
from time to time. We do not assume responsibility to update the views consequent to such changes.
The views are exclusively for the use of the Company. We shall not be liable to the Company for any
claims, liabilities or expenses relating to this assignment except to the extent of fees relating to this
36
assignment, as finally judicially determined to have resulted primarily from bad faith or intentional
misconduct. We will not be liable to any other person in respect of this statement.
37
INDUSTRY OVERVIEW
We believe industry, market and government data used in this Draft Letter of Offer is reliable and that the data
used from the industry report is as current as practicable, and has not been independently verified.
This section has been prepared by taking the subject matter and the data points from The Indian Entertainment
& Media Industry Sustaining Growth, Report 2008 (FICCI PWC report 2008) prepared
PricewaterhouseCoppers (PWC) and FICCI. With respect to this section that has been referenced from the
report, please note that: While due care has been taken to ensure accuracy of the information contained in the
report, no warranty, express or implied, is being made, or will be made, by FICCI and PWC. No part of this
report may be published or reproduced in any form without FICCI and PWCs prior written approval. FICCI
and PWC are not liable for investment decisions which may be based on the views expressed in the report.
The Entertainment and Media (E&M) Industry
In 2007, the E&M industry recorded a growth of 17% over the previous year. The industry reached an
estimated size of Rs. 513 billion in 2007, up from Rs. 438 billion in 2006. In the last four years 20042007, the industry recorded a cumulative growth of 19% on an overall basis.
Television industry was the other industry which recorded a growth higher than the overall growth of
the industry in 2007, having recorded a growth of 18% over the previous year and is estimated at Rs.
226 billion in 2007, up from Rs. 191 billion in 2006. In the last four years 2004-2007, the television
industry recorded the third-highest cumulative growth of 21% on an overall basis after online
advertising and radio.
Foreign investments in the E&M sector reached a record high of USD 211 million, approximately Rs.
8.5 billion in 2007. This was seen as result of the extremely high number of investment deals
announced in 2006 and the years before. However, as compared to the overall receipts of foreign
investment in the country, these receipts were a mere 1.5% of the total receipts in 2007.
Rs. billion
Television
% Change
Filmed Entertainment
% Change
Print Media
% Change
Radio
% Change
Music
% Change
Animation, Gaming & VFX
% Change
Out-of-home advertising
% Change
Online advertising
% Change
Total E&M Industry
% Change
2004
128.7
59.9
97.8
2.4
6.7
8.5
0.6
304.6
2005
158.5
23%
68.1
14%
109.5
12%
3.2
33%
7
4%
-
2006
191.2
21%
84.5
24%
128
17%
5
56%
7.2
3%
10.5
9
6%
1
67%
356.3
17%
10
11%
1.6
60%
438
23%
2007e
225.9
18%
96
14%
149
16%
6.2
24%
7.3
1%
13
24%
12.5
25%
2.7
69%
512.6
17%
CAGR 2004-07
19%
14%
15%
37%
3%
14%
65%
19%
Source: FICCI PWC report 2008

Key Trends in Media Consumption - 2007
Growth in media audience as per the data released in IRS 2007, in the last four years, Indias
population has grown by 92 million individuals i.e. a growth of 12.5%. Of this, the media audience has
increased by 86 million individuals i.e. a growth of 18.4%. High growth in television- cable and
satellite subscribers is driving the growth in media audience as per the research carried out. This clearly
indicates positive implications for the current as well as potential players in the television distribution
industry.
38
Rural is the new urban as per IRS 2007, the country is witnessing higher growth in literacy rates, better
growth in females working and moving towards smaller household sizes. Further, rapid urbanization is
concurrently escalating the working population along with growth in the extreme ends of the strataSEC A as well as Sec E.
The cumulative effect of the above factors has put the DTH market on a high-growth trajectory.
Media Audience Reach Analysis
Media Audience - All India

600
500
555
469
389
50
40.1
38.8
315
300
255
305
252
40
24.8
242
30
182
200
168
26.0
25.0
18.3
% Growth
Figs in mn
60
453
400
100
70
63.8
121
105
97
131
59
16.5
20
10
0
0
Any M edia
Any TV
Any C&S
Any Pub
2003 R2
Any Daily
2007 R1
Any Radio
Growth %
Any FM
Radio
Internet
Television Reach - All India

500
450
400
55.0 453
60
389
50
Figs in mn
350
40
300
255
250
206
182
200
198
30.9
150
24.0
100
30
20
10
50
0
0
Any TV
C&S
2003
2007
Non C&S
% Reach 2007
Recent Key Trends in Television Industry
Digitalization of delivery platforms: Digitalization is setting in the Indian television distribution

network. 2007 witnessed an increasing penetration of DTH with average 3.5 million subscribers,
though the adoption of CAS was slower than expected. Clarity was brought in on IPTV regulations and
this is expected to pave way for both cable operators and telecom companies to foray into IPTV
39
without the need of any additional licenses. Public broadcaster Doordarshan launched its Mobile TV
pilot with handset major Nokia in early 2007. There have also been numerous initiatives by television
broadcasters in bringing various types of repurposed television content on the mobile handsets these
include Star TVs launch of PLUS application, Essel Groups DMCL (Digital Media Convergence Ltd)
collaboration with BSNL to launch a Mobile TV application ISEE and others.
Launch of new TV channels: The year 2007, as in the previous 3 years, saw several new channels
launched. However, what was unique in 2007 was the launch of two new General Entertainment
channels (GEC) INX Groups 9X and NDTV Groups NDTV Imagine in a space has been
dominated by three incumbent channels Star Plus, Zee TV and Sony for several years. Both these
channels were launched by ex-executives of Star Plus and their respective teams
Implementation of CAS in select areas: On January 1, 2007, mandatory Conditional Access System
(CAS) was introduced in India, starting with select regions in the top 3 metros of India- Delhi, Mumbai
and Kolkata. Chennai was the only other metro city where CAS was previously present. As this was a
new development for India, the implementation of this limited CAS came along with several
safeguards by the Government so as to protect the interests of the Indian consumers. As of December
31, 2007, there were only 503,233 Set-Top-Boxes (STBs) installed in these three CAS areas.
Increased investments in the sector: As in the previous year, the television segment saw the maximum
number of investments and alliances both from financial standpoint as well as from the strategic point.
Some of the strategic alliances in 2007 include NBC Universal picking up a 25% stake in NDTV,
Viacom and Network18 joint-venture for launching television channels and foraying into film
production and Turner forming a joint venture with Miditech to launch television channels.
Television content on the mobile handsets: Star Mobile Entertainment, a division of Star India,
announced the launch of its mobile application PLUS on Sony Ericssion handsets; Essel Groups
DMCL (Digital Media Convergente Ltd) in collaboration with BSNL launched a mobile TV
application ISEE; NDTV launched its online and mobile portal from its division NDTV Convergence
titled Mobile.NDTV.com which enables mobile users to view NDTV content on their mobile handsets.
Television Distribution Trends

TV Households
140
120
102
109
112
119
115
128
123
132
115
100
90
100
Million
130
80
61
60
50
40
50
68
70
75
70
79
74
80
111
103
91
85
62
20
0.1
3.5
2004
2005
2006F
2007F
12
15
2009F
2010F
20
25
TV Households
2008F
Pay TV Households
Cable Households
2011F
2012F
DTH Households
Performance of Indian Television Industry in 2007
Indian Television Industry has grown at a healthy rate of 21% over the last four years, having grown by
13% in 2007 over the previous year. The Indian Television Industry stands at Rs. 226 billion in 2007
having grown from Rs. 191 billion in 2006.
40
Television distribution industry in 2007 contributed 60% of the television industrys revenues; its share
in the television industry having increased by two percentage points in the last four years from 58% in
2004. The television distribution industry has also achieved the highest growth rate of 22% in the last
four years as compared with the other segments in the television. In 2007, it stands at an estimated Rs.
136 billion up from Rs. 117 billion in 2006.
Television content segment has maintained a steady and healthy growth rate of 18% over the last four
years and achieved a similar growth rate from the previous year. Its share in the television industry too
has not changed materially and stands at 4% in 2007. In 2007, it stands at an estimated Rs. 9.4 billion
up from Rs. 8 billion in 2006.
Share of the television distribution industry has been the highest at 22% in the overall growth rate of
21% achieved by the television industry in the last four years. The growth in the television industry has
been contributed by 14% increase in the subscription (pay) TV homes and 7% growth in the
subscription spending by these homes.
Television content industry has contributed 18% of the growth in the overall growth rate of 21%
achieved by the television industry in the last four years, though its share is limited to 4%. Growth
achieved by the television content industry is on account of significant increases in the number of
television channels in India. In addition, this growth has necessitated the need for differentiation and
hence higher emphasis is being placed on the quality of television content being produced.
Indian Television Industry

Rs. billion
Television Distribution
% Change
Television Advertising
% Change
Television content
% Change
Total
% Change
2004
75.0
2005
97.0
29%
54.5
14%
7.0
23%
158.5
23%
48.0
5.7
128.7
2006
117.0
21%
66.2
21%
8.0
14%
191.2
21%
2007e
136.5
17%
80.0
21%
9.4
18%
226.0
18%
CAGR 2004-07
22%
19%
18%
21%

Million
2004
TV households
102.0
% Change
Pay TV households
50.0
% Change
Cable TV households
50.0
% Change
DTH households
0.1
% Change
Penetration (%)
TV households
2005
109.0
7%
62.0
24%
61.0
22%
1.0
900%
2006
112.0
3%
70.0
13%
68.0
11%
2.0
100%
2007e
115.0
3%
74.0
5%
70.0
3%
3.5
75%
CAGR 2004-07
2004
57.0
2005
59.0
2006
59.0
2007e
59.0
CAGR 2004-07
4%
0%
0%
1%
49.0
57.0
63.0
64.0
16%
10%
2%
56.0
61.0
61.0
14%
8%
0%
% Change
Pay TV households
% Change
Cable TV households
49.0
% Change
DTH households
0.0
% Change
1.0
2.0
3.0
836%
95%
70%
41
4%
14%
12%
227%
9%
7%
214%
Outlook for the Television Industry

The Indian television industry is projected to grow by 22% over the next five years, projected to reach an
estimated Rs. 600 billion in 2012 from the present estimate of Rs. 226 billion in 2007.
Television distribution industry is expected to reach Rs. 380 billion in 2012 from the current estimated size of
Rs. 136 billion in 2007, which translates into a growth of 23% on cumulative basis over the next five years. The
growth in the television distribution industry is expected to be contributed by both subscription spending by Pay
TV subscribers as well as growth in the Pay TV homes, though the former is likely to have an edge.
The growth in the television distribution industry is expected to be contributed by both subscription spending by
pay TV subscribers as well as growth in the pay TV homes. The pay TV homes are projected to increase from
74 million in 2007 to 115 million in 2012. Currently, cable TV homes command a penetration of 95% of the pay
TV homes in 2007. This is projected to come down to 78% by 2012, largely in favour of the emerging DTH
homes. Cable homes are thus projected to increase from 70 million in 2007 to 90 million by 2012 taking their
penetration up from 61% of the television homes in 2007 to 68% in 2012. This growth is projected to be largely
from semi-urban and rural areas. DTH homes are projected to increase from 4 million in 2007 to 25 million by
2012 thus increasing their penetration from a low 3% of the television homes in 2007 to 19% in 2012.
Television homes are projected to increase from 115 million in 2007 to 132 million by 2012 at a growth rate of
3% over the next five years.
The key drivers for the DTH business are expected to be as follows:
CAS implementation & digitalization in 55 cities
Increased spends by competition in educating subscribers
Adult content
Content superiority & expansion
Brand Strategy
Service Excellence
Distribution reach
Continuing growth of high end televisions
Robust 8 - 9% growth of the Indian economy
Launch of new technology like VGA Box, DVR etc.

Rs. billion
Television
Distribution
% Change
Television
Advertising
2004
2005
2006
2007e
2008f
2009f
2010f
2011f
2012f
75.0
97.0
117.0
136.5
167.0
204.0
253.0
310.0
380.0
29%
21%
17%
22%
22%
24%
23%
23%
54.5
66.2
80.0
100.0
120.0
150.0
175.0
200.0
14%
21%
21%
25%
20%
25%
17%
14%
7.0
8.0
9.4
11.0
12.8
16.0
18.0
20.0
23%
14%
18%
17%
16%
25%
13%
11%
158.5
191.2
225.9
278.0
336.8
419.0
503.0
600.0
23%
21%
18%
23%
21%
24%
20%
19%
48.0
% Change
Television content
5.7
% Change
Total
128.7
% Change
CAGR
08-12
23%
20%
16%
22%
Million
2004
102.0
% Change
50.0
% Change
Television content
50.0
2005
109.0
2006
112.0
2007e
115.0
2008f
119.0
2009f
123.0
2010f
128.0
2011f
130.0
2012f
132.0
7%
3%
3%
3%
3%
4%
2%
2%
62.0
70.0
74.0
79.0
85.0
91.0
103.0
115.0
24%
13%
5%
7%
8%
7%
13%
12%
61.0
68.0
70.0
71.0
73.0
76.0
83.0
90.0
42
CAGR
200812
3%
9%
% Change
DTH households
22%
0.1
% Change
11%
3%
1%
3%
4%
9%
8%
1.0
2.0
3.5
8.0
12.0
15.0
20.0
25.0
900%
100%
75%
129%
50%
25%
33%
25%
5%
48%
Penetration (%)
2004
57.0
% Change
49.0
% Change
Television content
49.0
% Change
DTH households
0.0
% Change
2005
59.0
2006
59.0
2007e
59.0
2008f
60.0
2009f
60.0
2010f
61.0
2011f
61.0
2012f
62.0
4%
0%
0%
1%
1%
2%
1%
1%
57.0
63.0
64.0
66.0
69.0
71.0
79.0
87.0
16%
10%
2%
4%
4%
3%
11%
10%
56.0
61.0
61.0
60.0
59.0
59.0
64.0
68.0
14%
8%
0%
-2%
-1%
0%
8%
7%
1.0
2.0
3.0
7.0
10.0
12.0
15.0
19.0
836%
95%
70%
121%
45%
20%
31%
23%
CAGR
200812
1%
6%
2%
44%

DOAI (DTH Operators Association of India)
On April 16, 2008, the DTH operators who have been granted the License from Ministry viz. Dish TV, TATA
Sky, Sun Direct, Reliance BIG TV and Bharti have announced the formation of DOAI.
The DOAI shall work towards the growth of the DTH sector and shall be taking up various issues relating to the
DTH with the TRAI and various government authorities. The DOAI has indicated that at present the issues
which need to be discussed and represented to the Government inter alia include the rationalization of steep and
multiple taxes which at present are to the tune of around 56% on the DTH platforms, the reduction /
rationalization in the DTH license fee, issue relating to levy of entertainment tax on DTH and the content
pricing.
43
OUR BUSINESS
We are one of the group companies of the Essel group. The Essel Group has diverse national and global
business interests, encompassing Packaging Laminated tubes (Essel Propack Limited (EPL) & Engoron),
Media - Television/ Electronic media (ZEEL, Zee News, WWIL and Dish TV), Online Lotteries (Playwin),
Outdoor Family entertainment & multiplexes (Pan India Paryatan and E City Entertainment), Newspaper
publishing (DNA), Real estate business and Indian Cricket League (in partnership with IL&FS). The Essel
Group is headed by Mr. Subhash Chandra.
channels and allied video/ audio services to subscribers on a monthly subscription basis. This transmission is
enabled through satellite equipment installed at the end consumer premises wherein a subscriber can directly
receive the programming from our satellite, through a mini dish which is then de-coded by a digital receiver
called set-top-box or STB. This process does not require any intermediary or cable operator.
Our business commenced operations in October 2003 (pursuant to a DTH license issued by the Ministry of
Information & Broadcasting, Government of India in 2003) with 47 channels. Currently, we offer over 180
digital channels (including approx 20 voice channels) to approx. 3 million subscribers, across India. We are
listed on the NSE, BSE and CSE.
We offer service to the market under the name DISH TV.
Company History
Zee Entertainment Enterprises Limited (ZEEL) (formerly known as Zee Telefilms Limited) is the flagship
company of the Essel group and is one of Indias largest vertically integrated media and entertainment
companies. With a view to consolidate the related competencies of all the group companies into a single entity,
the management of the Group de-merged the DCS business undertaking of ZEEL and Siti Cable Network
Limited (Siti Cable) into the company Dish TV India Limited (erstwhile ASC Enterprises Limited) pursuant
to a Scheme of Arrangement under sections 391 and 394 and other relevant provisions of the Companies Act
1956. As per the scheme, our company took over the DCS business of ZEEL and Siti Cable. For further details
refer to section titled History of the Company and Other Corporate Matters on page 53 of this Draft Letter of
Offer.
Business Overview
We were the first entrant in the DTH category in India. We bring to our subscribers digital quality television
viewing and carry over 180 National and International channels for our viewers including 20 voice channels.
We also provide various Value added services like Electronic Program Guide (EPG), Parental Lock, Sports
Active, News Active, Games, Near Video on Demand (NVOD)
Our subscriber base in March 2006 was 0.89 million, which reached 1.97 million in March 2007 and currently it
stands at approx. 3.2 million. Also, our revenues have increased from Rs. 5303.15 Lacs in FY 2006 to Rs.
20156.98 Lacs in FY 2007. Our revenues stand at Rs. 28842.85 Lacs as of December 2007.
Current Subscription Packages
Dish Maxi
Under this package, the subscriber gets 150 channels for Rs 350 per month in southern states and Rs
300 per month in the rest of India. This package includes most of the available English and Hindi
entertainment channels with cinema, news, sports, business, kids entertainment, etc.
Dish Welcome
Under this package, the subscriber gets 120 channels for Rs 300 per month in southern states and Rs
262 per month in the rest of India. The package offers family entertainment in Hindi along with news,
cinema, sports and kids programming.
Dish Freedom Plus
44
Under this package, the subscriber gets 96 channels for Rs 200 per month in southern states and Rs 160
per month in the rest of India. The package includes Sports channels, (Zee Sports, ESPN, Star
Sports), movie channels (Premiere, Action, Classic), regional channels and Doordarshan/ Free to Air
(including news) channels.
Dish Freedom Offer

Under this package, the subscriber gets 90 channels for Rs 150 per month in southern states and Rs 100
per month in the rest of India. The package includes regional content along with DD/ FTA and
selected news channels.
Multi Room Pricing

Incentives are offered for additional connections in the same household. Multi Room Pricing is valid
for the maxi packages only, for which we charge Rs 150 per month for South and Rs 125 per month for
rest of India. This scheme is currently offered in 85 cities only.
Package Customisability
DishTV offers customisability of packages as per the language preferred by the subscriber. For any of
the 4 packages opted, the subscriber has a choice to select one from 8 different language zones Hindi/
Punjabi, Marathi, Gujarati, Oriya, Bangla, Tamil/ Malyalam, Kannada, Telugu. On selection of a
language zone, the subscriber gets regional programming in his respective language, whilst avoiding all
other redundant language channels on his TV. This feature is targeted to dislocated audiences that
reside in states other than their own home language state, since DishTV can provide them their
preferred channels irrespective of they reside; the feature is not provided by the cable operator
typically.
New Initiatives and Services

In view of the needs of an urban Indian household, the Dish TV platform offers a basket of services, in addition
to satellite channels. We have entered into an agreement with Open TV, USA, provider of interactive solutions
to DTH platforms. We provide services like, EPG, NVOD, News Active, Sports Active and Gaming.
Dish TV was the one of the first to launch NVOD service under the name Movie on Demand, which today
offers movies from both Bollywood and Hollywood, apart from language dubs of English titles. The Sports
Active service provides features like multi-camera viewing, multi-language commentary, highlights on demand
and player statistics. The news active service offers eight different genres of news on the same screen for the
viewer to select from. There are also mosaic active services to enable faster channel selection in five genres
music, cinema, movies, khel and kids channels.
Infrastructure facilities
A content aggregation, playout & up-linking facility and an integrated subscriber management system are some
of the key facilities that exist at our earth-station based in Noida, in operation since October 2003. We have 9
Ku band transponders on the New Skies Satellite (NSS) which provide a footprint across the country. We have
agreement with Protostar satellite enabling us to access upto 12 additional transponders. Software systems have
been developed for subscriber and field management supporting functions of sales promotion, performance
monitoring, consumer and trade interface and service billing/collection features.
Our technical facility comprises of Teleports with Multiple Antennas, Uplinking Equipments with High Power
amplifiers, Station control and automation system, Play out facility, Off Air Monitoring facility with Silence
Audio detect system, DTH channel monitor, Encryption system for DTH services, Network Management, SMS
and Call Center and Facility for hosting all playout and uplink equipment.
Customer care
We have approx. 100 Dish Care Centers (DCCs) and service franchisees, who provides installation and after
sale-service. The Dish Care Centers to serve as one point resolution centers for installation, servicing of
equipments, collection centre, duplicate bill generation, response and request management etc. The DCCs are
managed by a team of service engineers.
45
We currently have a 500 seat call centre, operating 24*7, answering calls from across all over the country,
related to content provisioning, prospective customers & dealers, complaints & suggestions, service packages
etc. IVR and call monitoring facilities are operational in 9 different languages. These services are provided by
our wholly owned subsidiary, Integrated Subscribers Management Services Limited (ISMSL).
Sales & Distribution
We have trade network through distributors and dealers. The distributors work as a stock point from where
dealer takes the equipment and sells to the end consumer. 550 distributors and approx. 35,000 dealers present in
4200 towns across India. The trade network is managed by a sales team of 170 through 7 zonal and 13 regional
offices.
Distributors and dealers are selected considering key areas viz. dealer/ distributor location, investment
capabilities, technological competence, industry background etc.
The Company is in the process of rolling out dish shoppees which provide the demo product experience to
prospective users and also serve as collection and service points for existing subscribers.
Under the current structure being followed by the company the DCC installs and services in the top 85 markets
whereas dealers are authorized to act as authorized installers in the rest of the markets, depending on their
respective competencies. Service support for box repairs on-location is provided by DCC and even few of the
dealers to address the consumer complaints, if any.
The process of subscription renewal, happens mostly through dealers and distributors though many subscribers
choose to pay directly to the company via credit card, cheque and so on.
Strategy
In 2007, the E&M industry recorded a growth of 17% over the previous year. The industry reached an estimated
size of Rs. 513 billion in 2007, up from Rs. 438 billion in 2006. In the last four years 2004-2007, the industry
recorded a cumulative growth of 19% on an overall basis (Source: FICCI - PWC report 2008). Television and
entertainment media are reportedly on a high growth trajectory, as is the consumers capacity & propensity to
spend on lifestyle products. Dish TV is expected to be one of the leading player in the digital services space,
Leveraging strengths built for marketing and brand building, distribution, service quality, consumer friendly
packaging and pricing and by providing a wide choice of content to the customers. The Revenue stream is
expected to be strengthened through a mix of value added services, customized packages and growth in the
number of subscribers. The Company is also looking to enhance the corporate and MDU sales network to cater
to large customers for bulk deals and for builders and /or Apartments and Resident Welfare Associations.
Competitive Advantage
We believe, following are the strengths that will differentiate us from the competitors:
Wide subscriber base: The Company has created a Zonal structure comprising of 7 zones to create a
wide spread distribution capability across India. Our emphasis is to build capability in the team to
develop subscriber relationship management and CRM calendars which will help in timely collection
and to upgrade offers. We have a geographically diverse subscriber base. Maharashtra, Gujarat and
Karnataka contribute approx. 30% to the subscriber base.
Distribution & customer service network: We have a network of 550 distributors and approx. 35,000
dealers (dealership presence in 4,200 towns). We have systems for collections and customer service
with over 12,500 service personnel and 100 Dish Care Centers, offering customer care in 9 different
languages.
Infrastructure: We have 9 transponders and each transponder can host about 15 channels and more.
We have partnered with following software providers:
o
Open TV for middle ware
o
CONAX for encryption and authentication
o
SCOPUS for compression systems
o
HARRIS for automation and broadcasting software
46
First Mover Advantage: On account of being the first DTH service provider in India, with a large
footprint of trade and subscribers in both urban and rural markets the company has secured relatively
larger scale and market share.
Promoter backing: Our company is promoted by Essel - Zee group., a experienced player in Media and
Entertainment Industry with requisite industry domain knowledge and wide spread awareness of the
brand i.e. Zee.
Multi-tiered / Regional packages: The content is offered at various price points to customers based on
the viewer preference and capacity to pay. This helps us in driving numbers from different consumer
segments both demographically as well as geographically.
Cost conscious: The entire set-up is under continuous monitoring to derive economies of scale from
content providers and equipment suppliers.
Transponder capacity: We are using nine transponders as on date on the NSS-6 Satellite comprising
four transponders of 54 Mhz. and 5 transponders of 36mgz. Distributed in horizontal and vertical
polarizations.
Head-end In the Sky (HITS)

Company holds the permission from the MIB for the implementation of the HITS platform. HITS will enable
the company to roll out the digital cable on a pan India basis by providing the LCO with the digital signals.
HITS has a distinct advantage over the local digitalization implementation where HITS enables the LCO to roll
out digital services in the cable network without the need of having a local digital HE, Separate SMS and CAs
arrangement thus enabling the services at a very marginal cost in his Headend. We plan to market the product
across India, mainly focusing on large housing projects, townships, hotels etc. HITS can also be implemented to
service smaller towns/villages, which will increase our scope. We would also be able to provide the services to
the smaller LCOs and replace their redundant analog head-end with a HITS installation.
Other Business Activities
Other business activities of our Company are as follows:
Teleport Services: The Company is also in the business of providing teleport services (uplinking and
space segments) to the broadcasters of various channels. Presently channels are being uplinked from
the Teleport in C-Band and Ku-Band. The Company has acquired Transponders on lease on various
satellites which include ASIASAT 3 S, INTELSAT 904, INSAT 4 A, PAS 10 AND INSAT 2 E and
has the relevant permission from the Department of Space and Wireless and planning Commission for
usage of the above said transponders on the satellites. The license is issued by the Ministry of
Information & Broadcasting.
Our Business Drivers

We believe that following are the key growth drivers for the business:
MDUs: Multi Dwelling Unit (MDU) is method of wholesale and mass selling of product to the
residents of a particular high rise building or a complex. MDU is win-win situation for both the
Company and the subscriber as it curtails flab on both the sides and makes the entire process seamless.
In most of the metro cities huge opportunities exist in high rise buildings/complexes for installation of
multi-dwelling Units (MDU). We have already taken initiatives in Mumbai, Delhi, Kolkata, Pune,
Ahmedabad and Bangalore and would like to extend the same to other cities .
Urbanization: In the recent years there is rapid rise in urbanization. In urban areas people prefer better
quality of product and world class services due to higher net disposable income. DishTV provides the
quality viewing and host of values added services to the system. Increasing urbanization is expected to
expand the potential market for DishTV.
47
Chain Stores: Chain Stores are mushrooming pan India. Organized retail market is expected to grow at
a fast pace with help of institutional investments. Some of the big names are Reliance, Essar, RPG,
Rahejas, Birlas, Pentaloons etc. We have entered into arrangements with some of these big chain stores
like Next, Mobile Shop, Vijay Sales, Big bazaar, Spencer etc. to market our product.
Corporate business: Big corporates with large number of employees are one of the key potential
growth drivers for our future business. We have initiated the activity to tap this potential area in the
coming days. Some of the corporates are using our product to gift to their employees and thus act as a
ready made platform for wholesaling our product to their employees.
CAS extension: Government is in process of introducing CAS in 55 big cities in the next one or two
year. This may result in the increased demand for DTH services if the customer finds the DTH better
than CAS on various evaluation parameters.
Value Added Services
Sports Active: Subscribers can pick from multiple camera angles, choose to hear commentary in
different languages, get player statistics & match highlights on demand.
News Active: DishTV's Active feature on Zee News gives subscribers an option to choose from from 8
different genres, including Live News, Top Stories, Weather, Sports, Crime, Special, Entertainment
and Business, on demand.
Mosaic Active: Subscribers can choose the channel through a mosaic screen showcasing all channels
of a single genre. DishTV offers 5 such active services - Cinema Active, Movie Active, Khel Active,
Music Active & Kids Active.
Gaming: DishTVs 24 x 7 gaming channel Playjam offers 8 games of board, arcade, puzzle & strategy.
2 new games are added every month.
Movie on Demand: Subscribers can watch Hollywood and Bollywood blockbusters at time convenient
to them. Orders can be placed through call, sms or web and are authorized within minutes.
Subsequently, the subscriber can enjoy the 'demanded' movie for the next 24 hours.
Electronic Program Guide (EPG): DishTV's EPG is a display of the program schedule of all
channels. It is loaded with features like programme alert, parental lock, channel sorting, creating lists
of favorites, etc.
Multi Audio Feed: DishTV offers a feature where subscribers can choose from multiple languages on
selected channels.
Risk management and Internal control system

Our risk management approach comprises three key elements, which are as follows:
Risk identification: External and internal risk events, that must be managed are identified in the
context of each business strategy and specific business objectives. These risk events are assessed by
senior managers of the business on defined criteria and prioritized for development of risk mitigation
plans. Broadly risks are classified into Strategic, Operations, Financial and Knowledge risks, which are
further drilled down to market structure, process, systems, legal, governance and people culture.
Risk mitigation: This step comprises developing of a mitigation plan for the risks identified and to be
treated on priority.
Risk monitoring and assurance: Key risks are managed through a structure that cascades across the
corporate and business. At the corporate level, senior management is responsible for the risk
management process and reviewing the implementation and effectiveness of mitigation plans.
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Apart from business risks, the Company is exposed to risks on account of interest rate, foreign exchange,
commodity pricing and regulatory changes, the details of which are as follows;
Foreign Exchange Risk: We import a substantial part of CPE and are therefore vulnerable to the
fluctuation in forex market. Some of our exposures are hedged to mitigate the risk arising out of wild
fluctuation in Forex market.
Interest Rate Risk: We are also exposed to change in the interest rate structure and will impact our
Profit & Loss account if rates fluctuate.
Insurance
The Company maintains insurance coverage with leading Indian insurers, such as The National Insurance
Company Limited and Bajaj Allianze Insurance Company Limited, for each of the Companys operations. The
insurance coverage generally includes coverage for fire and allied perils, third party liability etc.
Competition
The Companys business plan faces a direct competition from Analouge Cable Operators, Digital Cable, IPTV
and other DTH operators like TATA Sky, Sun TV and more to come.
Employees
The Company employs a number of qualified and skilled employees. The Companys senior management,
including the heads of each department, is professionally qualified. The Companys staff includes engineers,
marketing specialists, costing consultants, procurement officers and accountants.
The Companys work force presently consists of a growing number of employees, in addition to outsourced
staff. As at March 31, 2008, the Company had 1050 employees including the call centre staff of 500.
Employee Compensation
The Companys employee compensation and benefits include salaries and health insurance. The Companys
pension contributions in respect of the Companys employees are limited to those contributions required to be
made by the Company under Indian law to state-run compulsory pension programs.
Labour Relations
The Companys employees are not unionized and the Company has not experienced any work stoppages or
significant labour disruptions during the Companys operational history.
Properties
The Company does not own any property and all the premises used by the Company for its operational activities
are leased from various parties.
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REGULATIONS AND POLICIES

The following is a brief overview of the salient laws and regulations which are relevant to our business.
CENTRAL LAWS
The Telecom Regulatory Authority of India Act, 1997
The Telecom Regulatory Authority of India Act, 1997 (TRAI Act) came into force with retrospective effect
from January 25, 1997 to provide for the establishment of the Telecom Regulatory Authority of India
(TRAI)and the Telecom Disputes Settlement and Appellate Tribunal for regulating telecommunication
services, adjudication of disputes, disposal of appeals, to protect the interest of service providers and consumers
of the telecom sector and to promote and ensure orderly growth of the telecom sector and matters connected
therewith or incidental thereto. TRAI Act among other things provides for adjudication of disputes between
licensor and licensees or between two or more service providers or between the service provider and a group of
consumers.
The TRAI Act entrusts various powers on the TRAI to discharge functions relating to terms and conditions
relating to licenses granted to service providers, ensuring technical compatibility and effective inter-connection
between different service providers, regulating arrangement amongst service providers for sharing their revenue
derived from telecommunication services, levying fees and other charges at rates and in respect of services
provided. The TRAI Act also mandates the TRAI to undertake administrative and financial functions as may be
entrusted to it by the Central Government.
In order to streamline and regulate broadcasting and cable sector, TRAI has framed various regulations and has
issued various notifications, tariff orders and directions from time to time.
Under the Telecommunication (Broadcasting and Cable Services) Interconnection (Fourth Amendment)
Regulation, 2007 dated September 3, 2007 issued by TRAI, each broadcaster/distributor is required to give the
reference interconnect offer of its channels for the DTH platforms. In terms of the said regulations, a
broadcaster/distributor is also required to offer the bouquets as well as the ala carte rate of all the channels
being provided to the DTH service provider. The DTH operator is free to form the bouquets as deemed suitable
as per its business requirements and place the channels in these bouquets as per its own choice. Further,
pursuant to a subsequent press release issued by TRAI, the broadcaster/distributor is also required to offer the
same bouquet being offered in non-CAS areas in cable distribution and the rates of the channels of the
broadcaster for the DTH platform shall not be more than 50% of the non-CAS rates of the channels.
Copyright Act, 1957
The Copyright Act, 1957 (Copyright Act) governs copyright protection in India. Under the Copyright Act,
copyright may subsist in original literary, dramatic, musical or artistic works, cinematograph films, and sound
recordings. Following the issuance of the International Copyright Order, 1999, subject to certain exceptions, the
provisions of the Copyright Act apply to nationals of all member states of the World Trade Organization.
While copyright registration is not a prerequisite for acquiring or enforcing a copyright in an otherwise
copyrightable work, registration constitutes prima facie evidence of the particulars entered therein and creates a
rebuttable presumption favoring the ownership of the copyright by the registered owner. Copyright registration
may expedite infringement proceedings and reduce delay caused due to evidentiary considerations. Once
registered, copyright protection of a work lasts for a period of 60 years following the death of the author.
The Copyright Act grants every broadcasting organisation, a special right known as the broadcast reproduction
right which subsists until 25 years from the beginning of the calendar year next following the year in which such
broadcasting was made. Any re-broadcasting, recording reproduction or making the broadcast available to the
public without a license from the holder of the broadcast reproduction right would be deemed to be an
infringement of the broadcast reproduction right. Infringing of copyright under the Copyright Act would entail
imprisonment.
The remedies available in the event of infringement of copyright under the Copyright Act include civil
proceedings for damages, account of profits, injunction and the delivery of the infringing copies to the copyright
owner.
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The Copyright Act also provides for criminal remedies including imprisonment of the accused and the
imposition of fines and seizures of infringing copies. Other remedies are administrative or quasi judicial
remedies which are prosecuted before the Registrar of Copyright to ban the import of infringing copies into
India and the confiscation of infringing copies.
Trademarks
The Trade Marks Act, 1999 (the Trademark Act) governs the statutory protection of trademarks in India. In
India, trademarks enjoy protection under both statutory and common law.
Indian trademarks law permits the registration of trademarks for goods and services. Certification trademarks
and collective marks are also registrable under the Trade Mark Act.
An application for trademark registration may be made by any person claiming to be the proprietor of a
trademark and can be made on the basis of either current use or intention to use a trademark in the future. The
registration of certain types of trade marks are absolutely prohibited, including trademarks that are not
distinctive and which indicate the kind or quality of the goods.
Applications for a trademark registration may be made for in one or more international classes. Once granted,
trademark registration is valid for ten years unless cancelled. If not renewed after ten years, the mark lapses and
the registration for such mark has to be obtained afresh.
While both registered and unregistered trademarks are protected under Indian law, the registration of trademarks
offers significant advantages to the registered owner, particularly with respect to proving infringement.
Registered trademarks may be protected by means of an action for infringement, whereas unregistered
trademarks may only be protected by means of the common law remedy of passing off. In case of the latter, the
plaintiff must, prior to proving passing off, first prove that he is the owner of the trademark concerned. In
contrast, the owner of a registered trademark is prima facie regarded as the owner of the mark by virtue of the
registration obtained.
The Indian Wireless Telegraphy Act, 1933
The Indian Wireless Telegraphy Act, 1933 (Wireless Act) governs all forms of wireless communication,
i.e.; transmission and reception without the use of wires or other continuous electrical conductors between the
transmitting and the receiving apparatus. It stipulates that no person shall possess wireless telegraphy apparatus
without obtaining a license in respect thereof. Applications under the Wireless Act are made to the Wireless
Planning & Coordination Wing (WPC), a wing of the Ministry of Communications, created in 1952. The
WPC is the national radio regulatory authority responsible for frequency spectrum management, including
licensing to wireless users (government and private) in India. It exercises the statutory functions of the central
government and issues licenses to establish, maintain and operate wireless stations. The Wireless Act lays down
that possession of wireless telegraphy apparatus without license would be punishable with a fine extendable up
to Rs. 100 for first offence and in case of subsequent offence extendable up to Rs. 250.
The Broadband Policy 2004
The Broadband Policy, 2004, issued by the Department of Telecommunications, Ministry of Communications
and Information Technology, Government of India (DoT), visualises creation of infrastructure through
various access technologies which can contribute to growth and can mutually coexist.
Under the Broadband Policy, 2004, DTH service providers shall be permitted to provide receive only internet
service after obtaining Internet Service Provider (ISP) licence from the DoT. Such ISP licensees get the right
to permit its customers for downloading data through DTH. DTH Service is also permitted to provide
bidirectional internet services after obtaining VSAT and ISP licence from the DoT. The quality of service
parameters for such services using various access technologies is determined by TRAI. For DTH services with
receive only internet, no SACFA / WPC clearance is required wherever the total height of such installation is
less than 5 meters above the rooftop of an authorised building.
Foreign Investment Regulations
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FEMA Regulations
FDI in securities of an Indian company is regulated by the FEMA and the rules, regulations and
notifications made under the FEMA. The RBI, in exercise of its power under the FEMA, has notified the
Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations,
2000 (FEMA Regulations) to regulate the issue of Indian securities to persons resident outside India and the
transfer of Indian securities by or to persons resident outside India. The FEMA Regulations provide that an
Indian entity may issue securities to a person resident outside India or record in its books any transfer of security
from or to such person only in the manner set forth in the FEMA and the rules and regulations made thereunder
or as permitted by the RBI. Besides, FDI in India is also governed by the provisions of the Foreign Direct
Investment Policy (FDI Policy), issued from time to time by the DIPP, the administering authority in respect
of which is the FIPB.
Under the FDI Policy, DTH comes under the head of broadcasting, wherein FDI and FII in companies engaged
in the business of DTH is restricted to 49% of their paid up capital, subject to FIBP approval and provided that
within this limit of 49%, FDI does not exceed 20%. Investment in DTH sector is subject to the guidelines issued
by Ministry of Information and Broadcasting.
Under the portfolio investment scheme of FEMA, registered foreign institutional investors (FIIs) (as
defined in FEMA) may freely sell equity shares on the Indian stock exchanges on which the equity shares are
listed provided it is through a registered broker. Under such portfolio investment scheme, a single FII cannot
own more than 10% of the total issued capital of a company. In respect of an FII investing on behalf of its subaccounts, the investment on behalf of each sub-account cannot exceed 10% of the total issued capital of the
company, unless the sub-account is held by foreign corporates or foreign individuals resident outside India, in
which case the maximum permissible limit is 5% for each such sub-account.
The maximum permissible limit of FII investment in our Company has been increased to the extent of 49%
(maximum permissible limit) by a board resolution dated March 2, 2007 followed by way of a special
resolution of the shareholders of our Company dated March 30, 2007.
Guidelines For Obtaining DTH License
Ministry of Information and Broadcasting, Government of India, has issued Guidelines for obtaining license for
providing Direct-To- Home broadcasting service in India (DTH Guidelines) which contains the eligibility
criteria, basic conditions/obligations and procedure for obtaining the license to set up and operate DTH services.
Under the DTH Guidelines, only companies registered in India under the Companies Act, 1956 and having
Indian management control can operate DTH servces in India. The companies seeking licence to provide DTH
services in India cannot have more than 20% of total equity in any company engaged in the business of cable
network services and vice versa. A non-exclusive license is provided to companies providing DTH services
which is valid for 10 years subject to cancellation/suspension in the interest of India.
The licensee company is required to adhere to program code and advertising code as and when issued by
Ministry of Information and Broadcasting. The licensees have to follow technical standards and other
obligations. A company providing DTH services cannot provide any other mode of communication, including
voice, fax, data, communication, internet, etc. unless specific license for these value-added services has been
obtained from the competent authority.
STATE LAWS
Entertainment Tax Laws
In majority of states, the payment of entertainment tax is a liability of the service provides. DTH service
providers have to register themselves under respective state entertainment laws and they are required to deposit
the entertainment tax to the concerned department on monthly basis. The DTH service providers are also
required to file returns from time to time.
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HISTORY OF THE COMPANY AND OTHER CORPORATE MATTERS

Our Company was originally incorporated as Navpad Texturisers Private Limited on August 10, 1988 under the
Companies Act, 1956, as amended. The name of our Company was changed to ASC Enterprises Private Limited
and a fresh certificate of incorporation reflecting the change in name was issued on September 29, 1995 by the
Registrar of Companies, Maharashtra, Bombay. Our Company was converted to a public company and a fresh
certificate of incorporation was issued by the Registrar of Companies, Maharashtra, Bombay on December 13,
1995. The name of our Company was then changed to Dish TV India Limited and a fresh certificate of
incorporation was issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana, New
Delhi on March 7, 2007. The registered office of our Company was shifted from 135, Dr. Annie Baesant Road,
Worli, Mumbai 400 018, India to B-10, Essel House, Lawrence Road, Industrial Area, Delhi, 100 035, India on
October 4, 1999.
Zee Entertainment Enterprises Limited (formerly known as Zee Telefilms Limited) had transferred their direct
consumer services business undertaking to our Company and further Siti Cable Network Limited (Siti Cable)
and New Era Entertainment Network Limited (NEENL) was merged with our Company, as approved by the
order of the High Court of Judicature at Delhi by its order dated December 18, 2006 and High Court of
Judicature at Bombay by its order dated January 12, 2007 (Scheme of Arrangment), pursuant to which, the
Equity Shares of our Company were listed on BSE and NSE on April 12, 2007 and thereafter they were listed on
CSE on June 4, 2007.
Demerger of direct consumer business of Zee Entertainment Enterprises Limited and merger of Siti Cable
and NEENL with our Company
The High Court of Judicature at Delhi by its order dated December 18, 2006 and High Court of Judicature at
Bombay by its order dated January 12, 2007 approved the Scheme Of Arrangement by which Zee Entertainment
Enterprises Limited transferred its direct consumer services (DCS) business to the Company; and Siti Cable and
NEENL transferred their entire business and whole of undertakings to our Company, which became effective
from January 19, 2007.
As per the provisions of Scheme of Arrangement, Zee Entertainment Enterprises Limited re-organized and
segregated, by way of demerger, its business and undertakings engaged DCS business and Siti Cable and
NEENL transferred their entire business and whole of undertakings to our Company.
Pursuant to the Scheme of Arrangement and in accordance with the provisions of Sections 391 to 394 read with
Section 78, 100 to 103 and other relevant provisions of the Companies Act, the entire DCS business undertaking
of Zee Entertainment Enterprises Limited and the entire business and whole of undertakings of Siti Cable
Network Limited and NEENL (DCS Undertaking), which comprised all of the assets, liabilities, approvals
and intellectual property rights, in connection with or pertaining to or relatable to direct consumer business
undertaking of Zee Entertainment Enterprises Limited and all of the assets, liabilities, approvals and intellectual
property rights of Siti Cable and NEENL, were transferred to our Company as a going concern, from April 1,
2006, same being the Appointed Date.
As consideration for such transfer, the shareholders of Zee Entertainment Enterprises Limited were entitled to
the Equity Shares of our Company in the ratio of twenty three fully paid up Equity Shares of Re.1 each of our
Company for every ten equity shares of Re 1 each held in Zee Entertainment Enterprises Limited
Our Company had undertaken the following capital re-organization and later issued and allotted Equity Shares
on April 10, 2007, to the shareholders of Zee Entertainment Enterprises Limited in the following manner:
a.
b.
c.
Our Company had split the face value of its equity shares from Rs. 10 to Re.1 through a resolution of
the shareholders of our Company dated September 16, 2006.
The fully paid up equity share capital of our Company was then reduced by way of canceling three
Equity Shares for every four Equity Shares.
After giving effect of split and capital reduction as stated above, our Company had issued and allotted
Equity Shares to the shareholders of Zee Entertainment Enterprises Limited in the ratio of 5.75 Equity
Shares for every 10 equity shares of Re. 1 each held in Zee Entertainment Enterprises Limited. *
* Pursuant to said ratio 24,93,00,890 Equity Shares of our Company were issued and allotted to equity
53
shareholders of Zee Entertainment Enterprises Limited on April 10, 2007.

Pursuant to the Scheme of Arrangement, all staff, workmen and employees relatable to the DCS Undertaking, in
service on January 19, 2007, have become staff, workmen and employee of our Company with effect from April
1, 2006.
Pursuant to the Scheme of Arrangement, all legal proceedings of whatsoever nature by or against Zee
Entertainment Enterprises Limited, Siti Cable and NEENL, pending or arising and relating to the DCS
Undertaking may now be continued and enforced by or against our Company. In addition, all contracts, deeds,
bonds, agreements and other instruments wherein Zee Entertainment Enterprises Limited, Siti Cable and
NEENL are parties and the same relates to the DCS Undertaking may now be enforceable against or in favour of
our Company.
The SEBI by its letter dated February 9, 2007 bearing number CFD/DIL/19(2)(b)/PB/MKS/85762/2007 issued
to the NSE had relaxed the obligations of our Company to comply with Rule 19(2) (b) of Securities Contracts
(Regulation) Rules, 1957, in light of the provisions of clause 8.3.5.1 of the SEBI Guidelines, for listing of the
Equity Shares of our Company in the Stock Exchanges.
In accordance with the provisions of the Scheme of Arrangement, the Equity Shares of our Company, issued
pursuant to the Scheme of Arrangement as well as its existing equity shares issued for the purpose of
incorporation were listed on BSE and NSE on April 12, 2007 and thereafter they were listed on CSE on June 4,
2007.
Milestones in respect of our business:
Year
September 2003
April 2003
April 2004
April 2006
May 2006
August 2006
April 2007
Activity
Obtained DTH License from MIB
Obtained licence for HITS from MIB
Obtained Teleport License from the MIB
Merger of DCS business of ZEEL with Dish TV
Registered subscriber crosses 10 lakhs subscriber base
Launch of interactive services
Listing of Equity Shares pursuant to the Scheme of Arrangment
April 2007
Registered subscriber base crosses 20 lakhs
July 2007
Launch of VGA box, technology by which a computer desktop can be converted into a
Television set
Registered subscriber base crosses 30 lakhs
March 2008
Main Objects of our Company

The main objects of our Company as contained in our Memorandum of Association of our Company are as
below:
1.
To plan, establish, develop, provide, operate, maintain and market various services, including cable or
satellite based communications and networking services or broadcasting or broadcasting content
services, direct-to-home services, satellite based transmission services and maintain telecommunication
networks, systems, services including telephones, telex, message, relay, data transmission, facsimile,
television, telematics, value added network services, paging cellular, mobile, audio and video services,
maritime and Aeronautical communication services and other telecommunication services as are in use
elsewhere or to be developed in future and to act as satellite based service provider and carry on the
business of generation, distribution, redistribution, reception, transmission, re-transmission of audio,
video, data and radio signals.
2.
To carry on business of manufacture, assemble, put to place, set up, plant, establish, develop, acquire,
purchase, launch, relaunch, hire, lease, time share, manage, maintain, operate, run, replace, sale,
upgrade, or otherwise commercially exploit satellite, space craft, ground station assets, transponders,
control stations, via uplink or downlink or otherwise for the purpose of transmitting relaying,
telecommunicating, broadcasting, narrowcasting, telecasting, any form of radio, audio, video signals
both terrestrially and spatially including obtaining rights of distribution and marketing of
communication signals and electronic data by means of satellite, wireless, wire or other electronic or
54
mechanical methods of delivery or otherwise and to providing consultancy services relating to

telecommunication, satellite, transponder, communication, broadcasting network systems, mobile
systems, telephony, information technology and exploiting software associated with provision and
management of telecommunication and broadcasting / channel distribution services.
3.
To receive, buy, sell, procure, develop, produce, commission, decrypt, aggregate, turnaround, encrypt
and distribute various kinds of entertainment contents/software (programmes), data for their
aggregation, exhibition, distribution and dissemination on TV channels / TV signals / video and audio
signals, be it satellite TV channels or terrestrial TV channels or cable channels or through any other
mode or through encryption, decryption of signals / channels using existing and/or emerging
technologies, including distribution via internet, distribution via internet protocol or webcasting or
exhibition in cinema and/or video theater in all forms, be it an analogue signals or digital signals or
through sale of physical material like cassettes including audio cassettes, video cassettes, digital video
discs, CD ROMs etc. and any emerging technology.
Changes in our Memorandum of Association

During the last ten years, the following changes have been made to our Memorandum of Association.
Date of Shareholder Approval
April 10, 1999
July 30, 2002
September 16, 2006
February 7, 2007
March 7, 2007
Changes
Change in the registered office clause from State of Maharashtra to
National Capital Territories of Delhi and Haryana.
Increase in the authorized share capital of our Company from Rs.
5,000 lakhs divided into 500 lakhs equity shares of Rs. 10 each to
Rs. 7,300 lakhs divided into 730 lakhs equity shares of Rs. 10 each.
Split of face value of equity shares of the Company from Rs. 10 per
equity share to Re. 1 per equity share and consequently authorized
share capital was changed from 730 lakhs equity shares of Rs. 10
each to 7,300 lakh equity shares of Re. 1 each.
Change in the main objects clause.
Change in the name of the Company from ASC Enterprises Limited
to Dish TV India Limited.
The details of the capital raised by our Company are given in Capital Structure on page 12.
Summary of Key Agreements
Agreement to transfer DTH equipment unit business between Essel Agro Private Limited (EAPL) and our
Company dated December 31, 2006
In terms of the agreement, our Company had agreed to purchase all rights, title and interests in set-top boxes,
dishes and other electronic, electrical items and accessories which are essential for receiving and encryption of
direct to home services signals from EAPL, as a going concern, including all the assets and liabilities of EAPL
relating to the operations of the DTH equipment unit business. The Company has also agreed to employ some of
the employees engaged by EAPL for the operation of its DTH equipment unit business.
Subscriber Agreement
The Company enters into a subscriber agreement with all its subscribers by which the Company provides the
DTH broadcasting services and other value added services which includes the supply of the viewing card (VC)
to the subscribers. The service provided to the subscriber is based on the subscription request/tariff plan selected
by the subscriber and the subscriber would be required to deposit an amount as deposit as security for value of
the VC provided to the subscriber.
The availability of the service to the subscriber is subject to applicable laws, transmission limitations, force
majeure, delay in payment of dues or fraud, wilful destruction by the subscriber among other things. The
Company provides a six month warranty on the VC, starting from the activation of the service. The use of the
service by the subscriber is limited to only one of the permitted viewing device, in ordinary case a television set.
The subscriber is also not permitted to indulge in piracy or other activites which may result in infringement of
intellectual property rights of the Company.
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In terms of the agreement the subscriber is obligated to pay a minimum of Rs. 500 for each day if the subscriber
is in breach of the agreement. The agreement can be terminated on the occurrence of any breach of the
agreement by the subscriber or in the event the subscriber provides a written notice to the Company for
discontinuance of the service. Upon termination of the agreement, the Company would be returning the deposit
on the subscriber returning the VC to the Company.
Consignment Agreement
The Company enters into consignment agreement with its consignment agents for the distribution/movement of
the equipments required for providing DTH services, including set top box, dish along with LNB and other
accessories. The Company provides these equipments to the consignment agents on right to use basis and the
consignment agents are required to deliver such equipments to the subscribers, either directly or through dealers,
only on right to use basis and the Company would be the owner of such equipments at all times. The
consignment agents are required to store the equipments in good marketable conditions with full insurance
coverage. The consignment agents would be liable to pay the applicable taxes and would be required to
indemnify the Company against all tax related claims, demands and penalties raised or imposed on the Company
arising out of or in connection with the business effected by the consignment agent.
The Company in return of the services provided by the consignment agents would pay a fixed commission at a
rate mutually agreed by the parties. The agreement can be terminated by either party on a 30 days notice,
without providing any reason.
Distributor Agreement
The Company enters into distributor agreement, through which the Company appoints its authorized distributors
for a particular territory to stock, market and distribute the CPE and VC required for providing DTH services.
In terms of the distributor agreement, the distributors are required to keep sufficient stock of CPE and VC and
make them available to the authorized dealers of the Company, who would then supply the same to the end
users/subscribers. The distributors can not deal with any other Company or third party for acquisition of DTH
products. The Company would not be liable for any guarantee or representation made by the distributors in
addition to what has been offered by the Company. It is represented that the distributors are not agents or joint
venture partners of the Company.
The distributors are required to pay an interest free refundable security deposit of Rs. 10,000 to the Company,
such deposit would not be refundable for the first three years and the Company also reserves the right to
increase the security deposit. The distributors can not directly, indirectly engage in similar or competing
business of that of the Company during the tenure of the agreement and two years thereafter.
The Company would not be liable to the distributor for any damage or defect in the DTH equipments except to
the extent of the VC being defective within the six months warranty. The term of the agreement is for a period
of one year otherwise earlier terminated by the Company on account of certain terms including breach and
dissolution.
Dealer Agreement
The Company enters into dealer agreement, through which the Company appoints its authorized dealers for a
particular territory to promote, market, retail and sell the DTH broadcasting services at the premises of the
subscribers through installation of CPE, including supply of VC by the dealers on behalf of the Company and
also collect subscription and other fees from the subscribers on behalf of the Company. It is represented in the
agreement that the legal title and property in the VC would not be transferred to the dealers and/or to the
subscribers and the dealer is required to take care of the VC as the custodian/trustee of the Company.
The Company would pay the dealers a fixed rate of commission but the dealers would not be entitled to any
commission on renewal subscription and any other collection made by representatives of the Company or such
subscribers who were originally introduced by sales person/representatives/direct selling agents of the
Company.
The dealers are required to ensure maintaining adequate stock of VC and CPE and collection of refund of VC
security deposit and remit the same to the Company. It is the duty of the dealers to ensure that the Subcriber
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Application Form (SAF) is duly filled by the subscribers and to supply VC and CPE at the premises of the
subscribers. The dealers are required to recover the VCs from the subscribers and deliver them back to the
Company upon the expiration or termination of the services.
The dealer is restricted from entering into any agreement with the subscribers with respect to DTH services. The
Company would not be liable for any guarantee or representation made by the dealers in addition to what has
been offered by the Company.
The dealer is required to pay an interest free refundable security deposit of Rs. 10,000 to the Company, such
deposit would not be refundable for the first three years and the Company also reserves the right to increase the
security deposit. The Company has also granted the right to use the logo of the Company to the dealer only to
the limited extent to benefit the business of the Company. The dealer can not directly, indirectly engage in
similar or competing business of that of the Company during the tenure of the agreement and two years
thereafter.
The Company would not be liable for any damage or defect in the DTH equipments except to the extent of the
VC being defective within the six months warranty. The term of the agreement is for a period of one otherwise
earlier terminated by the Company on account of certain terms including breach and dissolution.
Agreement between Integrated Subscribers Management Services Limited (ISMSL) and our Company dated
January 1, 2006 and addendum agreements thereto for providing middleware and other related services
In terms of the agreement, ISMSL would provide middleware (software for interactive services) and other
related services to the Company. The agreement is valid till December 31, 2010 unless mutually extended by
both parties.
Pursuant to an addendum agreement dated January 6, 2006 executed between ISMSL and the Company, it was
agreed that ISMSL would be entitled to Rs. 9 month per active subscriber. The payment would be made on the
basis of cumulative number of active subscribers as on the last date of each month. Further, the Company would
also reimburse for the services provided to other than active subscribers subject to a maximum of Rs. 10 lakhs
per month. This stipulation was thereafter further amended pursuant to an addendum agreement dated April 1,
2006 wherein it was provided that besides the payment mechanism stipulated in the agreement, the payment
shall be made to ISMSL on the basis of the Net Average Subscriber Base.
ISMSL has represented that it has obtained the requisite license from Open TV for middleware and that Open
TV has provided to ISMSL all necessary intellectual property licences or permissions to ISMSL necessary for
the provision of middleware. Both the parties have agreed to grant to each other a non-exclusive licence to use
their respective logo/trademark during the tenure of the agreement. The agreement has a confidentiality clause.
The agreement can be terminated by either party by giving a 45 days notice in writing to the other party. Any
dispute between the parties shall be resolved by arbitration in New Delhi under the Arbitration and Conciliation
Act, 1996.
Agreement between ISMSL and our Company dated January 1, 2006 and addendum agreements thereto for
providing Conditional Access Services (CAS)
In terms of the agreement, ISMSL would provide CAS, including but not limited to arranging viewing cards
which are compatible with the Companys DTH platform, providing messaging services on viewing cards,
providing CAS services of Conax CAS version 7, ensuring delivery of provisioning request to the SAS
Servers, comparing the logs, developing and maintaining various software required for the proper
implementation of CAS services. The agreement is valid till December 31, 2010 unless mutually extended by
both parties.
Pursuant to an addendum agreement dated January 6, 2006 executed between ISMSL and the Company, ISMSL
would be entitled to Rs. 4 month per active subscriber of the Companys DTH service. The payment would be
made on the basis of cumulative number of active subscribers as on the last date of each month. Further, the
Company would also reimburse for integration of middleware with CAS services subject to a maximum of Rs. 4
lakhs per month. This provision was further amended and pursuant to an addendum agreement dated January 1,
2007, Company would reimburse a maximum of Rs. 30 lakhs per month for the integration of middleware with
CAS services.
57
ISMSL has represented that it has obtained the requisite license from Conax for Conex CAS 7 version with
regard to broadcasting services and that Conax has provided to ISMSL all necessary intellectual property
licences or permissions to ISMSL necessary for the provision of CAS services.
Both the parties have agreed to grant to each other a non-exclusive licence to use their respective logo/trademark
during the tenure of the agreement. The agreement has a confidentiality clause. The agreement can be
terminated by either party by giving a 45 days notice in writing to the other party. Any dispute between the
parties shall be resolved by arbitration in New Delhi under the Arbitration and Conciliation Act, 1996.
Agreement between ISMSL and our Company dated January 1, 2006 and addendum agreements thereto for
providing call-center services
In terms of the agreement, ISMSL would provide call-center services, including but not limited to providing
telephone services for answering customer enquiries, preparation of call handling scripts, pre-approving the
number of personnel to be hired, preparing and implementing staffing guidelines, purchasing and maintaining in
good operating conditions the necessary telephony equipments. The agreement is valid till December 31, 2010
unless mutually extended by both parties.
Pursuant to an addendum agreement dated January 6, 2006 executed between ISMSL and the Company, ISMSL
would be entitled to Rs. 7 per month per active subscriber of the Companys DTH service. The payment would
be made on the basis of cumulative number of active subscribers as on the last date of each month. Further,
pursuant to an addendum agreement dated April 1, 2006, Company would reimburse a maximum of Rs. 50
lakhs per month for call center services provided to other than the active subscribers.
Both the parties have agreed to grant to each other a non-exclusive licence to use their respective logo/trademark
during the tenure of the agreement. The agreement has a confidentiality clause.
Pursuant to an addendum agreement dated July 1, 2006 executed between the parties, the Company has been
authorised to appoint or authorise any third party to prove call center services as per the terms of this agreement.
Such third party, would however, need to comply with the terms and conditions of this agreement. The
Company shall reimburse ISMSL all the expenses, of whatever name, which ISMSL would incur for providing
the call center services to the Company through such third party.
The agreement can be terminated by either party by giving a 45 days notice in writing to the other party. Any
dispute between the parties shall be resolved by arbitration in New Delhi under the Arbitration and Conciliation
Act, 1996.
58
DIVIDEND POLICY
We have not declared any dividends in the past and our Company does not have any dividend policy, as on date
of filing of this Draft Letter of Offer. The declaration and payment of dividend will be recommended by our
Board of Directors and approved by our shareholders at their discretion and will depend on a numbr of factors,
including but not limited to, our profits, capital requirements and overall financial conditions. The Board may
also from time to time pay interim dividend. All dividend payments will be made in cash to the shareholders of
our Company.
59
MANAGEMENT
Board of Directors
Under our Articles of Association we cannot have less than three directors and not more than 12 directors. We
currently have seven directors, our Chairman is a non-executive director, in addition to that we have one
executive Director, one non-executive and four non-executive independent Directors. As our chairman is a nonexecutive Director and more than half of our Board consists of non-executive independent directors, we are in
compliance with clause 49 of the listing agreement, as applicable.
At present, the Board of our Company comprises of the following persons:
Sr.
No.
1.
Name, Designation, Fathers

name, Address, DIN no. and
Occupation
Mr. Subhash Chandra
Nationality
Indian
Age
(years)
Other Directorships in companies
58
Chairman, Non-Executive Director

S/o Mr. Nand Kishore Goenka

Flat 4, 1 Hyde Park Street,
Paddington, London, W2 JW,
United Kingdom.

DIN: 00031458

Occupation: Industrialist
2.
Term: Liable to retire by rotation

Indian
53
Managing Director

S/o Mr. Nand Kishore Goel

Nand Tara, 22 Oak Drive,
Sultanpur, Mehrauli,
New Delhi 110 030,
India.

DIN: 00076462
Occupation: Industrialist

Term: January 6, 2007 to January 6,

2010
3.
Indian
63
Non-Executive Director,

S/o Sardar Gurdit Singh Narang

Flat No. 29, Ground Floor, F

Block, DDA Apartments, SES
(Near Market), Sheikh Sarai, Phase
I, New Delhi 110 017, India.
DIN No. 00038052
Occupation: Professional
60
Zee Entertainment Enterprises

Limited
Essel Propack Limited
Zee Multimedia Worlwide BVI
(incorporated in Germany)
Agrani Satellite Services Limited
Asia Today Limited (incorporated
in Mauritus)
Agrani
Holdings
(Mauritus)
Limited (incorporated in Mauritus)
Zee News Limited
United News of India Limited
New Media Broadcast Private
Limited
Procall Private Limited
Essel Sports Private Limited
Aplab Limited
ASC Telecommunication Limited
Asian Sky Shop Limited
East India Trading Company
Limited
Essel International Limited
Essel Infraprojetcs Limited
Rankay Investment and Trading
Company Limited
Rama Associates Limited
Indian Broadcasting Foundation
United News of India
Chiripal Industries Limited
Shivam Autotech Limited
IST Steel and Power Limited
Jubilee Hill Landmark Projects
Limited
Shri VeniMadhav Portfolio Private
Limited
Afcon Infrastructure Limited
VA Tech Wabag Limited
Amar Ujala Publications Limited
Sr.
No.
4.

Occupation
Mr. Arun Duggal
Nationality
Indian
Age
(years)
61

S/o Mr. Sundari Lal Duggal

A-4, 3rd Floor, West End Colony,


DIN No. 00024262

Occupation: Professional


5.
Dr. Pritam Singh
Indian
66

Indian
58
Zurai Industries Limited

Patni Computer Systems Limited
Petronet LNG Limited
Shriram
Transport
Finance
Company Limited
Info Edge (India) Limited
Jubilant Energy N.V. (a company
incorporated in Canada)
Shriram Properties Limited
Fidelity Fund Management Private
Limited
Carzonrent (India) Private Limited
International Asset Reconstruction
Company Private Limited
Blackstone Investment Company
Private Limited
Tanglewood Financial Advisors
Private Limited
The Bellwhether Micro Finance
Fund Private Limited
Manipal AcuNova Limited
Mundra
Port
and
Special
Economic Zone Limited
Shriram City Union Finance
Limited
Sriram EPC Limited
Hero Honda Motors Limited
Parsvnath Developers Limited
S/o Ram Dev Singh
House No. A2/14, PWO Complex,
Plot No. 1A, Sector 43, Gurgaon
122 001, Haryana, India.
DIN No. 00057377
Occupation: Academician
6.

S/o Mr. Vanchittil Pothen Kurien
252-Tahnee Heights Co-oerative

Housing Society, D Building,
Petit Hall, 66 Nepeansea Road,
Mumbai 400 006, India

DIN: 00034035

Occupation: Business

61
Ambience
Business
Services
Private Limited
Hanmer
and
Partners
Communications Private Limited
Docasia.Com
India
Private
Limited
Publicis Ambience Advertising
Private Limited
Publicis (India) Communication
Private Limited
Solution Integrated Marketing
Services Private Limited
TF Conferences Private Limited
LFP Services Private Limited
Yo4ya Digital Private Limited
Pridigitas
Marketing
Private
Limited
Zee Entertainment Enterprises
Limited
Asia TV Limited (a company
Sr.
No.

Occupation
Nationality
Age
(years)

7.
USA
36
S/o Mr. Louis Zinterhofer

incorporated in United Kingdom)

Capital
Advertising
Private
Limited
Remindo
Inc.
(a
company
incorporated in the U.S.A)
Flora 2000 Inc. (a company
incorporated in the U.S.A)
Affinion Group Inc.
Central
European
Enterprises
iPCS Inc.
Unity Media, GMBH
Media
660 Park Avenue, New York, N.Y.

10021, U.S.A
DIN: 01929446
Occupation: Service
Term: Upto the date of next AGM
Except, Mr. Jawahar Lal Goel and Mr. Subhash Chandra who are brothers, no Director is related to any other
Director on the Board.
Details of Directors:
Mr. Subhash Chandra, Chairman of our Company, has been the recipient of numerous honorary degrees,
industry awards and civic honors, including being named 'Global Indian Entertainment Personality of the Year'
by FICCI for 2004, 'Business Standard's Businessman of the Year' in 1999, 'Entrepreneur of the Year' by Ernst
& Young in 1999 and 'Enterprise CEO of the Year' by International Brand Summit. The Confederation of Indian
Industry (CII) chose Mr. Chandra as the Chairman of the CII Media Committee for two successive years.
He has set up TALEEM (Transnational Alternate Learning for Emancipation and Empowerment through
Multimedia), an organisation which seeks to provide access to quality education and to promote research in
various disciplines relating to health and family life, social & cultural anthropology, communication and media.
He is also the trustee for the Global Vippassana Foundation, a trust set up for helping people in spiritual
upliftment.
Mr. Jawahar Lal Goel, Managing Director, heads the business of our Company. He has been one of the
pioneers of the DTH services in India and instrumental in establishing Dish TV as a recognized brand in India.
Mr. Goel is also the acting president of Indian Broadcasting Foundation which takes up various issues relating
to broadcasting industry at various forums. He is an active member on the board of various committees and task
force set up by Ministry of Information and Broadcasting, Government of India pertaining to several matters
relating to the industry. He played a vital role in conceptualizing and establishing Siti Cable Network Limited as
a multi system operator for cable distribution network of various television channels in India in 1994.
He has been the trustee of the Agroha Vikas Trust for more than decade. He is also the trustee of the Delhi
chapter of the trust, which undertakes a number of noble social causes including the building and running of
colleges, schools and temples.
Mr. Bhagwan Dass Narang, has an experience of 32 years in field of banking. He was the chairman and
managing director of Oriental Bank of Commerce and was also the alternate chairman of the committee on
banking procedures set up by Indian Banks Association for the year 1997-98. He has also chaired panels on
Serious Financial Frauds appointed by the RBI and financial construction industry appointed by Indian Banks
Association. He was also appointed as the chairman of the governing council of National Institute of Banking
Studies and Corporate Management and was elected as member of the management committee of the Indian
Banks Association. He had been a member of the Advisory Council of Bankers Training College, Mumbai. He
62
was also elected as the deputy chairman of Indian Banks Association, Mumbai and was the recipient of Business
Standard Banker of the year Award for 2004.
Mr. Arun Duggal, an experienced international banker, has a degree of mechanical engineering from the the
Indian Institute of Technology, Delhi and holds a Post Graduate Diploma in Management from the Indian
Institute of Management, Ahmedabad. He also teaches banking and finance at the Indian Institute of
Management, Ahmedabad as a visiting professor. Mr. Duggal is an international advisor to a number of
corporations, major financial institutions and private equity firms. He is the non executive vice-chairman of
International Asset Reconstruction Company Private Limited.
He is a founder director of Bellwether Microfinance Fund which provides equity capital to promising micro
finance organizations and helps them in capacity building. He is also the vice-chairman of Transparency
International India, which is undertaking a number of initiatives to combat corruption problems in India. Mr.
Duggal is also involved with a number of environmental projects.
Dr. Pritam Singh, is a recipient of Padma Shri award from the President of India, in the year 2003. He is a well
known academician in the field of management studies and has authored several books and research papers. He
holds a masters degree in commerce from Banaras Hindu University, Varanasi and a masters degree in business
administration. He has also a qualified doctorate from Banaras Hindu University, Varanasi. Additionally, Mr.
Singh has also initiated several social projects involving issues on healthcare, education, water management and
road building.
Mr. Ashok Mathai Kurien, started Ambience Advertising Private Limited in 1987. He is now the chairman of
Ambience Publicis, Publicis India and Solutions-Publicis India. He is a founder-director of Zee Entertainment
Enterprises Limited, which was successfully launched in the year 1992. Mr. Kurien is also the marketing and
strategic advisor to Playwin, Indias first online lottery business and one of the founder-partner and Chairman of
Hanmer & Partners, Public Relations, which are among one of the reputed public relations agencies.
Mr. Eric Louis Zinterhofer, is a graduate-cum-laude from the University of Pennsylvania, with degrees of
bachelors of honors in Economics and European History and has qualified his masters in business administration
from the Harvard Business School. He was a member of the Structured Equity Group at J.P Morgan Investment
Management from 1993 to 1994 and then he joined as a member of the Corporate Finance Department at
Morgan Stanley Dean Witter & Company. Mr. Zinterhofer is presently with the Apollo Group which he joined
in the year 1998. He is currently on the board of Affinion Group, Inc., Central European Media Enterprises,
iPCS, Inc. and Unity Media SCA.
Compensation of our Directors
The following tables set forth all compensation fixed by us to pay to our Directors for the fiscal 2008.
A.
Non-Executive Directors
Name of Director
Commission
Amount (Rs.)
Nil
Nil
Nil
Nil
Nil
Nil
Mr. Subhash Chandra

Mr. Arun Duggal
Dr. Pritam Singh
B.
Sitting Fees per Board meeting

Amount (Rs.)
10,000
10,000
10,000
10,000
10,000
10,000
Executive Director
The remuneration package of Mr. Jawahar Lal Goel fixed for the fiscal 2008, is as follows:
S.No.
Particulars
Amount (in Rs.)
1.
Basic Salary
24,00,000
2.
House Rent Allowance
12,00,000
3.
Personal Allowance
15,81,000
63
3.
Provident Fund Contribution
2,88,000
4.
Leave Travel Allowance
2,40,000
5.
Medical Allowance
15,000
Total
57,24,000
In addition Mr. Goel is entitled for a Company maintained car, salary of the driver, fuel and residence telephone.
Shareholding of Our Directors in our Company
The following table details the shareholding of our Directors in their personal capacity and either as sole or first
holder, as at the date of this Draft Letter of Offer.
Name of Directors
Mr. Subhash Chandra
Mr. Arun Duggal
Dr. Pritam Singh
Number of Equity Shares

(Pre-Issue)
5,00,000
NIL
NIL
NIL
NIL
11,74,150
% of the Pre Issue share capital

0.12
NIL
NIL
NIL
NIL
0.27
Changes in Our Board of Directors during the last three years

Name of the Director
Mr. Ashok Goel
Mr. C. Rajgopalan
Mr. Subhash Chandra
Mr. Laxmi Narian Goel
Mr. Punit Goenka
Mr.Atul Goel
Mr. Arun Duggal
Dr. Pritam Singh
Date of Appointment
April 24, 1995
June 1, 1995
August 9, 1995
April 24, 1995
April 1, 1998
December 17, 2003
January 6, 2007
January 6, 2007
January 6, 2007
January 6, 2007
April 27, 2007
October 22, 2007
Date ofResignation
January 6, 2007
January 6, 2007
January 6, 2007
January 6, 2007
June 28, 2004
-
Reason
Resignation
Resignation
Appointment
Resignation
Resignation
Resignation
Appointment
Appointment
Appointment
Appointment
Appointment
Appointment
CORPORATE GOVERNANCE
Our Company is in compliance of the provisions in respect of corporate governance as stipulated in the listing
agreements with the Stock Exchanges, including in respect of appointment of independent directors in the Board
and the constitution of various committees as detailed below.
Various Committees of Directors:
There are three Board level committees in our Company, which have been constituted and function in
accordance with the relevant provisions of the Act and the Listing Agreement. These are (i) Audit Committee,
(ii) Share Transfer and Investor Grievances Committee, and (iii) Remuneration Committee. A brief on each
Committee, its scope, composition and meetings for the current year is given below:
(i)
Audit Committee
Members
1
Independent Director (Chairman)
Mr. Arun Duggal
Dr. Pritam Singh
Scope and terms of reference
64
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
Oversight of Companys financial reporting process and disclosure of its financial information to
ensure that the financial statement is correct, sufficient, accurate, timely and credible.
Review with the management, the quarterly financial statements before submission to the Board for
approval.
Review with management the annual financial statements before submission to the board, focusing
primarily on:
a.
Any changes in accounting policies and practices.
b.
Major accounting entries based on exercise of judgment by management.
c.
Qualifications in draft audit report.
d.
Significant adjustments arising out of audit findings.
e.
The going concern assumption.
f.
Compliance with listing and other legal requirements relating to financial statements.
g.
Compliance with accounting standards with material departures therefore.
h.
Compliance with listing and legal requirements concerning financial statements.
i.
Proper maintenance of accounting records.
j.
Debtors, receivable and Agewise analysis, write off and provisioning with reference to the
Report of the finance committee.
k.
Matters required to be included in the Directors Responsibility Statement to be included in
the Boards report in terms of clause (2AA) of section 217 of the Companies Act, 1956.
Review of Management discussion and analysis of financial condition and results of operations on
yearly basis.
Related Party Transactions (on quarterly basis):a.
To review the statements of Significant related party transactions (to be decided by Audit
Committee).
b.
Disclosure of related party transaction to the Audit Committee:
i.
A statement in summary form of transactions with related parties in the ordinary
course of business shall be placed periodically before the audit
committee.
ii.
Details of material individual transactions with related parties, which are
not in the normal course of business, shall be placed before the audit
committee.
iii.
Details of material individual transactions with related parties or others,
which are not on an arms length basis, should be placed before the audit
committee, together with Managements justification for the same.
Review the companys financial and risk management policies on quarterly basis.
Review with the management, external and internal auditors, the adequacy of internal control systems
including computerized information system controls and security.
The Audit Committee of the listed holding company shall also review the financial statements of
subsidiary companies, in particular, the investments made by the unlisted subsidiary company. (Audit
committee to set up the details of subsidiaries to be placed and system of review).
Recommend to the Board the appointment, reappointment and removal of the statutory auditor, fixation
of audit fee and approval of payment of fees for any other services.
Discussion with external auditors before the audit commences about nature and scope of audit as well
as post audit discussion to ascertain any area of concern and internal control weaknesses observed by
the Statutory Auditors.
Review of appointment, removal and terms of reference of Chief Internal Auditor.
Review the adequacy of internal audit function, including the structure of the internal audit department,
staffing and seniority of the official heading the department, reporting structure coverage and frequency
of internal audit.
Discussion of Internal Audit Reports with internal auditors and significant findings and follow up there
on and in particular Internal Control weaknesses.
Review the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularly or a failure of internal control systems of a material nature and reporting
the matter to the board.
Status of pending litigations filed by and against the company should be placed before the Audit
Committee with their likely financial implications, which could have effect on working of the
company.
65
16.
17.
18.
To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non payment of declared dividends) and creditors.
To review the functioning of Whistle Blower mechanism, in case the same is existing.
Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
Powers of Audit Committee

1.
2.
3.
4.
To investigate any activity within its terms of reference.

To seek information from any employee.
To obtain outside legal or other professional advice.
To secure attendance of outsiders with relevant expertise, if it considers necessary.
(ii)
Share Transfer and Investor Grievances Committee
Members
1
Non-Executive Director (Chairman)
Executive Director
Scope and Terms of Reference

1.
2.
3.
To approve transfer of shares.

To look into the redressal of shareholders and investors complaints.
To provide information to shareholders
(iii)
Remuneration Committee
Members
1
Independent Director (Chairman)
Mr. Arun Duggal
Dr. Pritam Singh
Scope and Terms of Reference

1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
Decide on the elements of remuneration package of all the Executive Directors, CEO, CFO and senior
managerial positions directly reporting to the CEO;
Approve recruitment, dismissal, promotion, increments, rewards, compensation, and succession at
empowered levels.
Formulate and implement Employee Stock Option and/or other incentive programmes;
Formulate human resources plans and policies, including recruitment, compensation, career and
succession planning at empowered levels and human resource development plans;
Secondments / loaning of services of managers to and from the subsidiary / associate companies;
Formulation of Policy on Housing / other loans to staff and Management;
Guidelines for foreign travel and overseas developmental programmes;
Nominations of Company representatives on the Board of other companies (including permission to
Company Managers to accept Directorship in other companies.);
Approval of Organisational structure, covering all management positions for various functions within
the organization;
Policy for appointment of consultants and/or retainers (i.e. Approve appointment/extension of
individuals for fixed periods of time as retainers and consultants with functional specialism)
Recommend to the Board, compensation and other terms and conditions of service of Board members;
Advising on capability building areas and devising employees and senior managerial development
strategies
The Board has also constituted an Issue Committee by way of its resolution dated April 24, 2006. The Issue
Committee comprises Mr. Jawahar Lal Goel, Mr. Bhagwan Dass Narang and Mr. Ashok Mathai Kurien. The
Issue Committee is authorized to take all decisions relating to the Issue and do all such acts and things as may be
necessary and expedient for, incident and ancillary to, the Issue.
66
Mr. Jawahar Lal Goel, Mr. RRajeev K. Dalmia and Mr. Jagdish Patra has been authorized by the Board to sign
ad execute all documents on behalf of the Company, Board and the Issue Committee.
Key Managerial Personnel
The following are our key managerial employees. All of our key managerial employees are permanent
employees of our Company:
Mr. Amitabh Kumar, aged 54 years, is the President-Technology of our Company. He is responsible for
broadcasting operations of our Company. Mr. Kumar holds a professional certificate in electronic data
interchange from All India Management Association and Deakin University, Australia. He also holds a bachelor
degree in electronics and telecom from Birla Institute of Technology, Pilani. He has also been a council member
of the Commonwealth Telecom Organisation, London. Mr. Kumar has an aggregate work experience of 31
years in the telecom industry. He was acting chairman-cum-managing director of Tata Communications Limited
(formerly known as Videsh Sanchar Nigam Limited). Prior to joining us on January 19, 2007, he was previously
employed with NEENL as the director - corporate and Mr. Kumar joined us under the Scheme of Arrangement.
The compensation paid to him for the fiscal 2008 was Rs. 50.54 lakhs.
Mr. Rajiv Khattar, aged 43 years, is the President-Projects of our Company. He is responsible for strategic tieups and technology upgrades of the DTH platform. He also handles the regulatory aspects of the business. Mr.
Khattar holds a diploma in business management from Rajendra Prasad Institute of Communications and
Management, New Delhi and a diploma in products engineering from G.B. Pant Polytechnic, New Delhi. He
holds a diploma in materials management from National Productivity Council, Faridabad. Mr. Khattar has an
aggregate work experience of 20 years and experience of 12 years in the telecom industry. Prior to joining us on
September 1, 2005, he was employed with Reliance Infocom Limited as the president for Netway. The
compensation paid to him for the fiscal 2008 was Rs. 63.48 lakhs.
Mr. Rajeev K. Dalmia, aged 43 years, is the Chief Financial Officer of our Company. He is responsible for
maintaining finance and accounts of our Company. He is a qualified fellow chartered accountant from the
Institute of Chartered Accountants of India. Mr. Dalmia has an overall work experience of 20 years. Prior to
joining us on September 1, 2005, he was employed with South Asian Petrochem Limited as the senior vicepresident, finance. The compensation paid to him for the fiscal 2008 was Rs. 64.68 lakhs.
Mr. Jagdish Patra, aged 37 years, is the Company Secretary and Compliance Officer of our Company. He is
responsible for the secretarial and statutory compliances of our Company. He is a qualified company secretary
and fellow member of the Institute of Company Secretaries of India. He also holds a bachelors degree of law
from Utkal University. Mr. Patra has an overall experience of 13 years. Prior to joining us on February 22, 2007,
he was employed with Allied Domecq Spirits and Wines India Private Limited as the head of legal department
and company secretary. The compensation paid to him for the fiscal 2008 was Rs. 16.33 lakhs.
Bonus or Profit Sharing Plan for our senior management
There is no bonus or profit sharing plan for our senior management.
Management Organizational Structure Chart
Board of
Directors
MD
CEO
Head HR
Sr VP Sales
ZH
Mumbai
ZH Other
Zones
VP
Marketin
g
CFO
VP Service
DVP Comml
Sr .Mgr Legal
Head -67
Collection
s
President Projects
VP Sales
Director Technical
VP
Opern
Company
Secretary
CTO
Admin
Shareholding of key managerial personnel in our Company

Name of Key Managerial Personnel
No. of Equity Shares held

(Pre-Issue)
Nil
Nil
Nil
Nil
Mr. Amitabh Kumar

Mr. Rajiv Khattar
Mr. Rajeev K. Dalmia
Mr. Jagdish Patra
Interest of Promoters, Directors and key managerial personnel

Except as stated in Related Party Transactions on page 98 of this Draft Letter of Offer, and to the extent of
shareholding in our Company, our promoters and promoter group do not have any other interest in our business.
All of our Directors may be deemed to be interested to the extent of fees, if any, payable to them for attending
meetings of the Board or a Committee. The Managing Director is interested to the extent of remuneration paid
to him for services rendered by him as officer of the Company. All our Directors may also be deemed to be
interested to the extent of Equity Shares, if any, already held by them or their relatives in the Company, or that
may be subscribed for and allotted to them, out of the present Issue in terms of the Draft Letter of Offer and also
to the extent of any dividend payable to them and other distributions in respect of the said Equity Shares. The
Directors may also be regarded as interested in the Equity Shares, if any, held by or that may be subscribed by
and allotted to the companies, firms and trust, in which they are interested as directors, members, partners and/or
trustees.
The key managerial personnel of our Company do not have any interest in our Company other than to the extent
of the remuneration or benefits to which they are entitled to as per their terms of appointment and
reimbursement of expenses incurred by them during the ordinary course of business or to the stock options
granted to them under the ESOP Scheme and to the extent of the Equity Shares held by them in our Company, if
any.
Except as stated otherwise in this Draft Letter of Offer, we have not entered into any contract, agreement or
arrangement in which our Directors are interested directly or indirectly and no payments have been made to
them in respect of these contracts, agreements or arrangements or are proposed to be made to them. Our
Directors and our key managerial personnel have not taken any loan from our Company.
Changes in our key managerial employees in the last three years.
Name
Designation
Date of Change
Reason
Mr. Rajendra Singhvi
February 1, 2006
Appointment
Mr. Sunil Khanna
August 16, 2006
Resigned
Mr. Arun Kapoor
November 1, 2006
Appointment
Managing Director
January 1, 2007
Appointment
Mr. Rajeev K Dalmia
January 5, 2007
Appointment
Mr. Ranjit Singh
Company Secretary
April 27, 2007
Resignation
Mr. Jagdish Patra
Company Secretary
April 27, 2007
Appointment
Mr. Rajendra Singhvi
March 24, 2007
Resigned
Mr. Arun Kapoor
April 30, 2008
Resigned
68
PROMOTERS
Our Promoters
Our Promoters who are individuals are: (i) Mr. Subhash Chandra, (ii) Mr. Laxmi Narain Goel, (iii) Mr. Ashok
Goel, (iv) Mr. Ashok Mathai Kurien and (v) Ms. Sushila Goel
Our Promoters who are companies are (i) Veena Investment Private Limited, (ii) Delgrada Limited, (iii) AfroAsian Satellite Communications Limited, (iv) Jayneer Capital Private Limited, (v) Churu Trading Company
Private Limited, (vi) Ganjam Trading Company Private Limited, (vii) Premier Finance & Trading Company
Private Limited, (viii) Prajatma Trading Company Private Limited, (ix) Lazarus Investments Limited, (x) Briggs
Trading Company Private Limited (xi) Essel Infraprojects Limited and (xii) Ambience Business Services
Private Limited .
Mr. Subhash Chandra
Identification
PAN
Passport No.
Bank Account Number(NRO Account SBIMumbai)
Details
AACPC4004A
F9137504
10783156452
For further details please refer to Management - Details of Directors on page 61.
Mr. Laxmi Narain Goel, age 54 years, is one of the key architects of the Essel Group
of companies. He started his career in 1969 trading agro commodities and established
Rama Associates Limited along with his brothers. In 1980, he diversified Essel Groups
activities into handicraft exports and real estate development business. He has
contributed enormously in the establishment and progress of Essel Propack Limited. At
present, Mr. Goel holds the position of vice chairman of the Essel Group of companies
and is actively involved in the day-to-day developmental activities of the Essel Group.
He has been the trustee of the Agroha Vikas Trust for more than decade. He is also the
trustee of the Delhi chapter of the trust, which undertakes a number of noble social causes including the building
and running of colleges, schools and temples. Mr. Goel was head of affairs of the Sewak Sabha Hospital, Hissar,
Haryana, for two years.
Identification
Details
PAN
Passport No.
Bank Account Number
AAEPG2531Q
E3948809
003101530569
Mr. Ashok Goel, 46 years, is a commerce graduate. He was instrumental in establishing

Essel Propack Limited as a global player in laminated tubes and making it one of top
companies in laminated tubes business in the world. He is currently the vice chairman &
managing director of Essel Propack Limited. Mr. Goel is also president of Organisation of
Plastic Processors of India and also a member of the Managing Committee of Paper, Film
& Foil Converters Association of India. In July 2005, The Smart Manager, rated Mr.
Ashok Kumar Goel as one of the 25 truly world class managers from India.
Identification
Details
PAN
Passport No.
Bank Account Number
AAEPG2528F
F7772183
000401540779
69

Identification
Details
PAN
Passport No.
Bank Account Number-HSBC
AADPK4942J
E8452601
019600634001
For further details please refer to Management - Details of Directors on page 61.
Ms. Sushila Goel, age 48 years, is wife of Mr. Jawahar Lal Goel. She has been closely
associated with Agroha Vikas Trust since a decade. She is also associated with various other
social organizations, which are running hospitals, colleges, schools and temples in Delhi.
Identification
Details
PAN
Passport No.
Bank Account Number
AATPD5221B
E1495959
153000100077704
Details of the Promoters who are companies are as follows:

Veena Investments Private Limited, (company registration No: U65990MH1972PTC016137, permanent
account no: AAACV6436A, bank account no: 039305000262) was incorporated as a private company under the
Companies Act, on November 22, 1972. Its registered office is situated at New Prakash Cinema Building, N M
Joshi Marg, Delai Road, Lower Parel, Mumbai 400 013. It carries on the business of finance, trading and
investments.
Board of Directors
The board of directors of the company as on March 31, 2008 comprises Mr. Chhajuram Chaudhary and Mr.
Ashok Kumar Goel.
Financial Performance
The financial results of the company for the fiscal years ended 2007, 2006 and 2005 are set forth below:
(Rs. in lakhs except for share data)
Particulars
Total Income
Profit after Tax
Equity Share Capital (Par value Rs. 100 per share)
Reserves & Surplus
Earnings per share (Rs.)
Book Value per share
As at and for the

year ended March
31, 2007
73.2
61.0
4.0
(12.10)
1518.62
(2921.88)
As at and for the

year ended
March 31, 2006
55.8
41.2
4.0
(18.16)
1,030.06
(4440.51)
As at and for the

year ended March
31, 2005
55.6
41.1
4.0
(22.28)
1,028.44
(5470.57)
Shareholding as on March 31, 2008

Name of Shareholder
Mr. Ashok Goel
Ms. Tara Devi
Total
No. of Shares held
% of Holding
450
100
100
250
1500
1600
4,000
11.25
2.50
2.50
6.25
37.50
40.00
100.00
The company being a private limited company, its shares are not listed on any stock exchange. It has not
become a sick company under the meaning of SICA, is not under winding up. It has negative net worth.
70
There have been no overdue/ defaults to any banks/ financial institutions.

There has been no change in the management of the company since its incorporation.
Delgrada Limited (Permanent Account no: AABCD7273Q, Bank Account no. 01-201-10054-00) is a company
incorporated in Maurtius on April 7, 2000. Its registered office is situated at 10, Frere Felix de Valois Street,
Port Louis, Mauritius. It carries on the business of investments.
Board of Directors
The board of directors of the company as on March 31, 2008 comprises Mr. Deepak Jain and Mr. Uday
Gujadhur
The financial results of the company for the fiscal years ended December 2006, December 2005 and December
2004 are set forth below:
(Amount converted into INR except for share data which is in USD)
Particulars
Total Income
Profit after Tax
Equity Share Capital (Par value USD 1 per share)
Reserves & Surplus
Earnings per share (USD)
Book Value per share (USD)
As at and for the

year ended
December 31, 2006
0.87
0.10
0.0004
332.33
250
332,32,677.10
As at and for the

year ended
December 31, 2005
1.78
1.72
0.0004
228.34
4,300
228,33,570.77
As at and for the

year ended
December 31, 2004
1.00
(14.21)
0.0004
243.32
(35525)
243,32,124.04

Name of Shareholder
Erith International Limited
No. of Shares held

1
% of Holding
100
Its shares are not listed on any stock exchange.

There has been no change in the management of the company since its incorporation
Afro-Asian Satellite Communications Limited, (Company Registration No: 12462/696, Permanent Account
no: NA, Bank Account no: 010031010468) was incorporated on March 23, 1994. Its registered office is situated
at Suite 308, St James Court, St Denis Street, Port Louis, Mauritius. It carries on the business of investments.
Board of Directors
The board of directors of the company as on March 31, 2008 comprises Mr. Deepak Jain, Mr. Denis Sek Sum
and Mr. Francois Yune Kim.
The financial results of the company for the fiscal years ended March 31, 2007, March 31, 2006 and March 31,
(Amount converted into INR (lakhs) except for per share data)
Particulars
Total Income
Profit after Tax
As at and for the

year ended March
31, 2007
0
(0.003)
71
As at and for the

year ended March
31, 2006
0
(0.003)
As at and for the

year ended March
31, 2005
0
(0.010)

Reserves & Surplus
32.59
(14.27)
0
22.50
32.59
(14.27)
0
22.50
32.87
(14.26)
0
22.90

Name of Shareholder
Garron Limited
Granilo Holding BV (GH)
No. of Shares held
% of Holding
73,902
7,200
91.12
8.88

Jayneer Captial Private Limited (company registration No: U61190MH1986PTC039204, permanent account
no: AAACG1688G, bank account no: 039305000186) was incorporated as a private company under the
Companies Act, in the name of Jayneer Consultant Private Limited on March 13, 1986. Its name was
subsequently changed to Jayneer Capital Private Limited on September 22, 1995. Its registered office is situated
at Continental Building, 135, Dr Annie Besant Road, Worli, Mumbai 400 018. It carries on business of finance,
trading and investments.
Board of Directors
The board of directors as on March 31, 2008 of the company comprises Mr. Ashok Goel, Mr. J.K. Jain, Mr.
Punit Goenka, Ms. Nirmala Baheti and Mr. Kailash Baheti.
Particulars
Total Income
Profit after Tax
Reserves & Surplus
As at and for the

year ended March
31, 2007
1718.8
490.6
60.1
1863.5
81.64
320.07
As at and for the

year ended March
31, 2006
1029.6
540.9
60.1
1372.9
90.00
238.44
As at and for the

year ended March
31, 2005
732.2
492.4
60.1
802.0
81.92
143.45

Name of Shareholder
Mr. Ashok Kumar Goel
Ms. Kavita Goel
Mr. Arpit Goel
Ms. Sulochanadevi
Mr. Ankit Goel
Mr. Atul Goel
Mr. Punit Goenka
Ms. Sushila Goenka
Mr. Amit Goenka
Mr. Gaurav Goel
Ms. Sushiladevi Goel
Mr. Gagan Goel
TOTAL
No. of Shares held

90,000
30,200
24,000
24,000
23,910
23,290
25,000
40,000
160,200
40,200
30,200
30,000
30,000
30,000
601,000
% of Holding
The company being a private limited company, its shares are not listed on any stock exchange.
72
14.98
5.02
3.99
3.99
3.98
3.88
4.16
6.66
26.66
6.69
5.02
4.;99
4.99
4.99
100.00
It has not become a sick company under the meaning of SICA, is not under winding up and does not have
negative net worth.
Churu Trading Company Private Limited (company registration No: U51900MH1982PTC028133,
permanent account no: AAACC4853G, bank account no: 039305000153) was incorporated as a private
company under the Companies Act, on September 3, 1982. The registered office of Churu Trading Company
Private Limited is situated at Continental Building, 135, Dr Annie Besant Road, Worli, Mumbai 400 018. It
carries on the business of finance, trading and investment.
Board of Directors
Ashok B Sanghvi.
Particulars
Total Income
Profit after Tax
Reserves & Surplus
As at and for the

year ended March
31, 2007
2,117.8
676.0
309.8
4,063.7
218.21
1411.72
As at and for the

year ended March
31, 2006
16,950.0
15,271.6
309.8
3,387.7
4929.52
1,193.50
As at and for the

year ended March
31, 2005
280.8
(6,553.4)
309.8
(11,945.9)
(2,115.42)
(3,756.14)

Name of Shareholder
Ms. Sushila Goel
Ms. Sushila Goenka
Mr. Amit Goenka
Ms. Sushila Devi Goel
Mr. Gaurav Goel
Mr. Gagan Goel
Ms. Sulachona Devi Goel
Mr. Atul Goel
Sharda Goel
Mr. Vaibhav Goel
TOTAL
No. of Shares held

74,066
40,000
11,345
43,285
15,600
3,821
60,743
1,963
100
62,606
313,529
% of Holding
23.62
12.76
3.62
13.81
4.98
1.22
19.37
0.63
0.03
19.97
100.00
become a sick company under the meaning of SICA, is not under winding up and does not have negative net
worth.
Ganjam Trading Company Private Limited (company registration No: U51900MH1982PTC028131,
permanent account no: AAACG3975H, bank account no: 039305000154) was incorporated as a private
company under the Companies Act, on September 3, 1982. The registered office of Ganjam Trading Company
carries on the business of finance, trading and investments.
73
Board of Directors
Ashok B Sanghvi.
Particulars
Total Income
Profit after Tax
Reserves & Surplus
As at and for the

year ended March
31, 2007
2522.1
720.6
107.2
1,218.3
672.33
1236.78
As at and for the

year ended March
31, 2006
500.7
(555.0)
106.2
(6,389.2)
(522.88)
(5,919.03)
As at and for the

year ended March
31, 2005
262.9
(5,703.1)
106.1
(6,040.6)
(5,374.28)
(5,592.30)

Name of Shareholder
Ms. Sushila Goenka
Ms. Sulachona Devi Goel
Mr. Atul Goel
Mr. Ankit Goel
Mr. Arpit Goel
Mr. Gaurav Goel
Mr. Gagan Goel
Ms. Sushila Devi Goel
Vaibhav Goel
TOTAL
No. of Shares held

42,870
17,180
655
1,800
1,800
3,000
9,800
2,077
6,558
21,435
107,175
% of Holding
40.00
16.03
0.61
1.68
1.68
2.80
9.14
1.94
6.12
20.00
100.00
worth.
Premier Finance and Trading Company Limited, (company registration No: L65990MH1977PLC019636,
permanent account no: AAACP8140M, bank account no: 039305000158) was incorporated as a private
company under the Companies Act, on May 20, 1977. Its registered office is situated at Continental Building,
135, Dr Annie Besant Road, Worli, Mumbai 400 018. It converted itself into a public limited company on
January 13, 1983. Premier Finance and Trading Company Limited carries on the business of finance, trading
and investment.
Board of Directors
The board of directors of the company as on March 31, 2008 comprises Mr. J. K. Jain, Mr. Dinesh Kanodia and
Mr. Nilesh Mistry.
74
Particulars
Total Income
Profit after Tax
Reserves & Surplus
As at and for the

year ended March
31, 2007
1,055.5
(1,145.4)
5.9
379.8
(19399.76)
(6533.19)
As at and for the

year ended March
31, 2006
889.0
611.8
5.4
(1,862.3)
11,361.82
(34,483.17)
As at and for the

year ended March
31, 2005
388.6
(1,590.4)
5.4
(2,506.8)
(29,561.77)
(45,887.60)

Name of Shareholder
Ms. Sushila Goel
Mr. Atul Goel
Ms. Sulochanadevi
Mr. Gagan Goel
Mr. Vaibhav Goel
Mr. Amit Goenka
TOTAL
No. of Shares held
% of Holding
1,981
1,000
181
1,181
1,181
380
5,904
33.55
16.94
3.07
20.00
20.00
6.44
100.00
Its shares are not listed on any stock exchange. It has not become a sick company under the meaning of SICA, is
not under winding up and does not have negative net worth.
Prajatma Trading Company Private Limited (company registration No: U51900MH1982PTC028132,
permanent account no: AAACP8386K, bank account no: 039305000151) was incorporated as a private
company under the Companies Act, on September 3, 1982. The registered office of Prajatma Trading Company
Board of Directors
Ashok B Sanghvi
Particulars
Total Income
Profit after Tax
Reserves & Surplus
As at and for the

year ended March
31, 2007
2,436.8
(341.9)
44.5
(15,278.6)
(767.00)
(3416 1.69)
As at and for the

year ended March
31, 2006
435.5
(776.9)
44.5
(14,936.7)
(1742.00)
(33394.92)
As at and for the

year ended March
31, 2005
190.3
(2,123.3)
44.4
(15,430.7)
(4782.28)
(34654.70)

Name of Shareholder
Ms. Sushila Goel
Mr. Amit Goenka
Ms. Sulochanadevi
Mr. Ankit Goel
Mr. Arpit Goel
No. of Shares held

10,110
9,120
8,979
368
268
75
% of Holding
21.03
18.97
18.68
0.77
0.56
Ms. Sushiladevi Goel

Mr. Gaurav Goel
Mr. Gagan Goel
Ms. Kavita Goel
Vaibhav Goel
Sharda Goel
TOTAL
8,293
766
556
3,196
3,268
3,150
48,074
17.25
1.59
1.16
6.65
6.80
6.55
100.00
become a sick company under the meaning of SICA, is not under winding up. The company has had negative
net worth in the past.
Lazarus Investments Limited (Permanent Account no: AABCL2192A, Bank Account number 01-201-1006400) is a company incorporated in Mauritus on August 21, 2002 It carries on business of investments. Its
registered office is situated at 10, Frere Felix de Valois Street, Port Louis, Mauritius.
Board of Directors
The board of directors of the company as on March 31, 2008 comprises Mr. Deepak Jain, Mr. Uday Gujadhur
and Mr. Shomika Luchman.
The financial results of the company for the fiscal years ended December 2006, December 2005 and December
(Amount converted into INR (lakhs) except for per share data)
Particulars
Total Income
Profit after Tax
Reserves & Surplus
As at and for the

year ended
December 31, 2006
1.09
0.20
0.0012
24.98
166.67
832,636.75
As at and for the

year ended
December 31, 2005
0.10
(0.26)
0.0012
8.74
(216.67)
291,305
As at and for the

year ended
December 31, 2004
0.10
0.09
0.0012
10.44
75
347878.44
Shareholding for Class A as on March 31, 2008

Name of Shareholder
Subhash Chandra
No. of Shares held

2 Class A shares
% of Holding
100
No. of Shares held

1 Class B share
% of Holding
100
Shareholding for Class B as on March 31, 2008

Name of Shareholder
Standard Chartered Bank (Mauritius) Limited

Briggs Trading Company Private Limited (corporate identification no.: U51900MH1982PTC028163,
permanent account no: AAACB4674J, bank account no.: 039305000159) was incorporated as a private
company under the Companies Act, on September 6, 1982. The registered office of Briggs Trading Company
76
Board of Directors
Ashok B Sanghvi.
Particulars
Total Income
Profit after Tax
Reserves & Surplus
As at and for the

year ended March
31, 2007
2,938.5
887.7
104.3
(18,098.1)
(851.17)
(17253.44)
As at and for the

year ended March
31, 2006
388.3
(1,073.7)
104.3
(18,985.8)
(1,029.55)
(18,104.61)
As at and for the

year ended March
31, 2005
183.7
(5,580.9)
104.2
(18,608.7)
(5,356.76)
(17,761.34)

Name of Shareholder
Ms. Sushila Goenka
Ms. Sulochanadevi
Mr. Atul Goel
Mr. Gaurav Goel
Mr. Gagan Goel
Ms. Kavita Goel
Master Vaibhav Goel
TOTAL
No. of Shares held

42,930
11,858
9,607
9,978
11,487
7,607
13,858
1,07,325
% of Holding
40.00
11.05
8.95
9.30
10.70
7.09
12.91
100.00
become a sick company under the meaning of SICA, is not under winding up. The company has a negative net
worth.
Essel Infraprojects Limited (company registration No: 11- 44006, permanent account no: AAACP6095M,
bank account no: 002805660881) was incorporated in the name of Essel Amusement Park (India) Limited on
July 7, 1987, and commenced business on July 21, 1987. The name of the company was changed to Pan India
Paryatan Limited on April 20, 1992 and there has been a further change in the name of the company to Essel
Infraprojects Limited with effect from February 20, 2007. The registered office of the Company is situated at
Continental Building, 135, Dr. Annie Besant Road, Worli, Mumbai 400 018. It carries on the business of
construction, lease and management of amusement centres or parks of all the nature and to carry on, leasing or
owning or leasing out the business of hotel, motel restaurant, caf, tavern bare, refreshment rooms, eating
houses, swimming pools, boarding and lodging, house keepers, clubs, association in India or abroad.
Board of Directors
The board of directors of the company as on March 31, 2008 comprises Mr. Subhash Chandra, Mr. Jawahar Lal
Goel, Mr. Sanjay Arya, Mr. Ashok Goel, Mr. Punit Goenka and Ms. Kavita Goel.
77

Particulars
Total Income
Profit after Tax
Reserves & Surplus
As at and for the

year ended March
31, 2007
4107.7
230.7
2493.2
15330.6
0.93
71.27
As at and for the

year ended March
31, 2006
5201.8
1612.0
2493.2
1,5099.9
6.47
70.36
As at and for the

year ended March
31, 2005
3523.6
127.2
914.4
1646.8
1.39
27.27

Name of Shareholder
M/s Jawahar Lal Goel & Sons
Ms. Sulochana Devi
Ms. Kavita Goel
Mr. Arpit Goel
Mr. Ankit Goel
Ms. Tara Devi Goel
M/s Subhash Chandra & Sons (HUF)
M/s Nand Kishore & Sons
Ms. Sushila S. Goel
Mr. J.L. Goel
Mr. L.N. Goel
Mr. Gaurav Goel
Ms. Sarika Goel
Mr. Gagan Goel
Mr. Atul Goel
Mr. Amit Goenka
Mr. Punit Goenka
M/s L.N. & Sons
Ms. Shradha A. Goel
Mr. Nand Kishore
Ms. Sushila J. Goel
Ms. Pooja Goenka
Mr. Vaibhav A. Goel
Mr. Subhash Chandra
Hermitage Investment & Trading Company
Rankay Investments & Trading Company Limited
Blue Line Motors Private Limited
Acqualand (India) Limited
Essel Minerals Private Limited
Mod Silica Private Limited
Premier Trading Company Private Limited
Mr. Chhajuram Chaudhary
Mr. Kailash Bindal
Mr. Ram Sungh Bisnoi
Ms. Chandra Devi
Ms. Prabha Khetan
Mr. S.B. Khetan
Mr. M. Khetan
Mr. Rajendra Kumar
Mr. Banwarilal Khetan
Mr. Harpreet Singh
No. of Shares held

9,28,060
5,25,250
4,33,000
3,57,010
2,82,500
2,80,500
2,76,500
2,94,500
70,000
68,510
68,010
92,010
80,500
55,500
67,500
40,000
39,000
37,500
36,000
36,000
32,000
56,010
29,200
4,000
1,010
18,71,030
4,73,600
2,75,900
8,28,500
4,00,500
2,89,000
1,65,060
1,47,850
13,08,470
92,11,853
90,000
24,000
55,29,412
23,400
60,000
12,150
10,900
6,000
3,500
2,900
3,000
3,000
900
78
% of Holding
3.72
2.11
1.74
1.43
1.13
1.13
1.11
1.18
0.28
0.27
0.27
0.37
0.32
0.22
0.27
0.16
0.16
0.15
0.14
0.14
0.13
0.22
0.12
0.02
0.00
7.5
1.9
1.11
3.33
1.61
1.16
0.66
5.25
5.25
36.95
0.36
0.10
22.18
0.09
0.24
0.05
0.04
0.02
0.01
0.01
0.01
0.01
0.00
Name of Shareholder
Mr. Darshanjit Singh
Ms. Manmohani Kaur
TOTAL
No. of Shares held
% of Holding
540
450
2,49,31,985
0.00
0.00
100.00
Its shares are not listed on any stock exchange. It has not become a sick company under the meaning of SICA, is
not under winding up and does not have negative net worth.
Ambience Business Services Private Limited (formerly Ambience Advertising Private Limited), (company
registration No: 42380, permanent account no: AAACA9528L, bank current account no: 0011010028800001
with Bank of Bahrain & Kuwait Mumbai) was incorporated as a private limited company under the Companies
Act, 1956 on January 30, 1987. The registered office of Ambience Business Services Private Limited is situated
at 401-E Neelam Centre, S K Ahire Marg, Worli, Mumbai 400 030, India. It carries on the business of
consultancy, research and hire of business facilities. Its name was changed from Ambience Advertising Private
Limited to Ambience Business Services Private Limited on November 1, 2007.
Board of Directors
The board of directors of the company as on March 31, 2008 comprises Mr. Ashok Mathai Kurien and Ms. Elsie
Nanji.
Particulars
Total Income
Profit after Tax
Reserves & Surplus
As at and for the

year ended March
31, 2007
112.3
18.9
15.8
918.5
11.99
5,831.7
As at and for the

year ended March
31, 2006
394.1
232.7
15.8
899.6
147.28
5,711.8
As at and for the

year ended March
31, 2005
98.9
29.8
15.8
667.0
188.6
4,234.6

Name of Shareholder
Ms. Diya Kurien
Ms. Priyanka Kurien
TOTAL
No. of Shares held

1,46,500
5,500
5,500
1,57,500
% of Holding
93.02
3.49
3.49
100.00
worth.
Undertaking
We confirm that the details of the permanent account numbers, bank account numbers and passport numbers
(for individuals), company registration number and the addresses of the registrar of companies where our
79
Promoters (companies) are registered have been submitted to the Stock Exchanges on which securities are
proposed to be listed at the time of filing the Draft Letter of Offer with them.
Companies from which the Promoters have disassociated themselves
There are no companies from which the Promoters have disassociated themselves during the previous three
years
Interests of Promoters in the Company
Except as stated in Related Party Transactions on page 98 of this Draft Letter of Offer, unsecured loan of Rs.
32,390 lakhs taken from one of our Promoter, Churu Trading Company Private Limited and to the extent of
shareholding in our Company, our Promoters and Promoter Group do not have any other interest in our
business.
Common Pursuits
Our Promoters do not have an interest in any venture that is involved in DTH services provided by the Company
or any member of the Group Companies. For, further details on the related party transactions, to the extent of
which our Company is involved, see Related Party Transactions on page 98.
Promoter Group
Relatives of the Promoter that are part of the Promoter Group:
The following relatives form part of our Promoter group:
Mr. Subhash Chandra
Sr. No.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
Name
Ms. Sushila Goenka
Mr. Nand Kishor Goenka
Mr. Punit Goenka
Mr. Amit Goenka
Mrs. Sreyashi Goenka
Mrs. Navyata Goenka
Mrs. Pooja Dixit
Mr. Ashim Dixit
Mrs. Kusum Agarwal
Mrs. Urmila Gupta
Mrs. Mohini Gupta
Mr. Ashok Goel
Relationship
Wife of Mr. Subhash Chandra
Father of Mr. Subhash Chandra
Son of Mr. Subhash Chandra
Son of Mr. Subhash Chandra
Daughter in law of Mr. Subhash Chandra
Daughter in law of Mr. Subhash Chandra
Daughter of Mr. Subhash Chandra
Son in law of Mr. Subhash Chandra
Brother of Mr. Subhash Chandra
Sister of Mr. Subhash Chandra
Brother of Mr. Subhash Chandra
Brother of Subhash Chandra
No. of shares as on
Percentage of
May 20, 2008
holding
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
625,250
0.15
10,06,500
0.24

Sr. No.
1.
2.
4.
5.
6.
7.
Name
Ms. Sulochana Devi

Mr. Nand Kishore Goenka
Mr. Atul Goel
Mr. Ankit Goel
Mr. Arpit Goel
Ms. Chetna Agarwal
Relationship
Wife of Mr. Laxmi Narain Goel

Father of Mr. Laxmi Narain Goel
Son of Mr. Laxmi Narain Goel
Daughter of Mr. Laxmi Narain Goel
80
No. of shares Percentage of

as on May 20,
holding
2008
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
8.
9.
10.
11.
12.
13.
Mr. Subhash Chandra

Mr. Ashok Goel
Ms. Kusum Agarwal
Ms. Urmila Gupta
Ms. Mohini Gupta
Brother of Mr. Laxmi Narain Goel

Sister of Mr. Laxmi Narain Goel
5,00,000
NIL
6,25,250
NIL
NIL
NIL
0.12
NIL
0.15
NIL
NIL
NIL
Ms. Sushila Goel

Sr.
No.
Name
1.
2.
3.
4.
5.
6.
7.
8.

Mr. Gagan Goel
Mr. Gaurav Goel
Mr. Rajindar Arya
Mr. Ved Prakash
Mr. Surinder Kumar
Mr. Mahabir Prasad
Ms. Pisto Devi
Relationship
Husband of Ms. Sushila Goel

Son of Ms. Sushila Goel
Son of Ms. Sushila Goel
Brother of Ms. Sushila Goel
Sister of Ms. Sushila Goel
No.
of
shares as on
May
20,
2008
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
Percentage
of holding
No.
of
shares as on
May
20,
2008
NIL
NIL
NIL
NIL
NIL
NIL
Percentage
of holding
No.
of
shares as on
May
20,
2008
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
10,06,500
5,00,000
Percentage
of holding
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
Mr. Ashok Mathai Kurein

Sr.
No.
1.
2.
3.
4.
5.
6.
Name
Relationship
Mr. Vanchithatil Pothen Kurien

Ms. Esther Kurien
Ms. Priyanka Kurien
Ms. Diya Kurien
Mr. Susheel Kurien
Ms. Shanti Kurien
Father of Mr. Ashok Mathai Kurien

Mother of Mr. Ashok Mathai Kurien
Daughter of Mr. Ashok Mathai Kurien
Daughter of Mr. Ashok Mathai Kurien
Brother of Mr. Ashok Mathai Kurien
Sister of Mr. Ashok Mathai Kurien
NIL
NIL
NIL
NIL
NIL
NIL

Sr.
No.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
Name
Relationship
Mrs. Kavita Goel

Ms. Shradha Goel
Mr. Vaibhav Goel
Mrs. Kusum Agarwal
Mrs. Urmila Gupta
Mrs. Mohini Gupta
Mr. Nand Kishor Goenka
Mr. Subhash Chandra
Wife of Mr. Ashok Kumar Goel

Daughter of Mr. Ashok Kumar Goel
Son of Mr. Ashok Kumar Goel
Sister of Mr. Ashok Kumar Goel
Father of Mr. Ashok Kumar Goel
Brother of Mr. Ashok Kumar Goel
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
0.24
0.12
The Equity Shares are held by our Promoters through companies, trusts, HUFs owned/controlled by them. The
companies forming part of the Promoter group include:
Sr. No
Name of Promoter group Ventures
1.
Aqualand (I) Limited
2.
3.
E-City Investment & Holdings Company Private Limited
4.
Essel Airport Infrastructure Private Limited
81
Sr. No
Name of Promoter group Ventures
5.
6.
7.
Essel Ship Breaking Limited
8.
9.
Intrex India Limited
10.
Mediavest India Private Limited
11.
New Media Broadcast Private Limited
12.
Pan India Network Infravest Private Limited
13.
Pan India Infrastructure Private Limited
14.
Prime Publishing Limited
15.
16.
Solid Containers Limited
17.
STC Developers Private Limited
18.
Suncity Hitech Infrastructure Private Limited
19.
Suncity Hitech Project Private Limited
20.
Suncity Infrastructure Private Limited
21.
Suncity Project Private Limited
22.
Vasant Sagar Properties Private Limited
23.
24.
25.
Zee News Limited
82
GROUP COMPANIES
.
The details of our top five listed group companies, in terms of market capitalization are under:
1.
Zee Entertainment Enterprises Limited was incorporated under name and style of Empire Holding Limited on
November 25, 1982. It obtained certificate of commencement of business on January 5, 1983. The name of the
Company was changed to Zee Telefilms Limited on September 8, 1992 and the name of the Company was
further changed to Zee Entertainment Enterprises Limited on January 10, 2007. The registration number of the
company is L92132MH1982PLC028767. The registered office of Zee Entertainment Enterprises Limited is
situated at Continental Building, 135, Dr. Annie Besant Road, Worli, Mumbai 400 018. The company is the
business of media and entertainment, majorly into content, production and broadcasting through television as a
medium.
S. No.
1
2.
3.
4.
5
5.
Total
Name of Shareholder
Promoters
Banks, FIs, Mutual Funds
Private Corporate Bodies
Resident Individuals
FIIs
NRIs/OCBs/Foreign Bodies
No. of Shares
18,01,02,368
9,17,65,714
2,31,86,334
1,17,75,231
11,87,77,224
79,59,894
43,35,66,765
Percentage of holding
41.54%
21.17%
5.35%
2.72%
27.40%
1.82%
100.00%
Directors as on March 31, 2008

1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
Mr. Subhash Chandra

Mr. Punit Goenka
Mr. D. P. Naganand
Mr. B. K. Syngal
Mr. N. C. Jain
Dr. M. Y. Khan
Mr. Gulam Noon
Mr. Rajan Jetley
Prof. R. Vaidyanathan
The financial results for fiscal years ended 2007, 2006 and 2005 are as follows:
(Rs in lakhs except for per share data)
Particulars
As at and for the

year ended
March 31, 2007
Total Income
Net Profits After Tax
Equity Share Capital
Earning Per Share (Diluted after exceptional items)
Reserves (excluding revaluation reserves)
92,913.3
16,620.8
4,335.6
3.92
1,89,180.9
46.4
As at and for the

year ended
March 31, 2006
88,241.9
6,908.1
4,125.4
1.63
1,50,369.1
32.9
As at and for the

year ended
March 31, 2005
69,307.1
16,227.2
4,124.3
3.78
2,09,551.6
47.3
Share Quotation
The shares of the company are listed on the BSE, NSE and CSE. The details of the highest and lowest price on
BSE and NSE during the preceding six months are as follows:
83
Month
November, 2007
December, 2007
January, 2008
February, 2008
March, 2008
April, 2008
BSE
High (Rs.)
340.00
334.40
338.30
290.00
272.70
251.95
Low (Rs.)
279.90
290.05
169.00
231.50
227.80
207.30
NSE
High (Rs.)
339.00
335.90
333.85
289.00
272.80
248.50
Low (Rs.)
278.00
291.50
217.85
234.00
226.15
207.20
Source: BSE, NSE website

The company has not made any public or rights issue in the last three years, other than as provided below and
there has been no change in the capital structure during the last six months. It has not become a sick company
under the meaning of SICA and is not under winding up.
Mechanism for redressal of investor grievance
The company has a Shareholders/ Investor Grievance Committee which has authorized executives/officers of
the company to attend to investors grievances periodically. The Committee meets at least once in a quarter to
monitor redressal of investor grievances. Generally, the investor grievances are dealt within seven days of the
receipt of the complaint. As of March 31, 2008, there were no investor grievance pending for disposal against
the company.
Promise versus Performance
Zee Entertainment Enterprises Limited has made a public issue of 82,00,000 equity shares of Rs. 10 each for
cash at a premium of Rs. 30 per share aggregating to Rs.2.46 million vide prospectus dated July 28, 1993. The
Issue opened on September 1, 1993 and closed on September 10, 1993.The object of the issue was to part
finance its capital expenditure, to meet the cost of purchasing of rights and to augment long term working
capital requirements. The proceeds of the issue was deployed for purposes it was raised. The promise versus
performance in respect of the public issue was as under:
(Rs. million)
Total Income
Total Expenditure
PAT
2.
1993-94
Proj
245.8
156.1
89.7
Actual
262.7
162.6
92.1
1994-95
Proj
429.2
255.4
168.8
Actual
573.7
363.6
202.1
1995-96
Proj
Actual
547.0
900.8
346.2
660.3
200.8
230.3
ETC Networks Limited incorporated under name and style of Zee Interactive Systems Limited, on August 27,
1999 and obtained certificate for commencement of business on November 19, 1999. It changed its name to
Zee Interactive Learning Systems Limited on December 14, 1999. Consequent to the scheme of amalgamation
of ETC Networks Limited with the company, the name of the company was further changed to ETC Networks
Limited on February 15, 2008. The registered office of the company is situated at Continental Building, 135, Dr.
Annie Besant Road, Worli, Mumbai 400 018. The registration number of the company is
U80220MH1999PLC121505. The companys business comprises education and broadcasting
S. No.
1
2.
3.
4.
5.
6.
Name of Shareholder
Promoters
Banks, FIs, and Mutual Funds
NRIs/OCBs
FIIS
Total
No. of Shares
68,70,625
7,66,833
10,28,757
657.799
9,818
4,10,624
97,44,456
84
70.51%
7.87%
10.56%
6.75%
0.10%
4.21%
100.00%
1.
2.
3.
4.
5.
6.
Mr. Subhash Chandra

Mr. Punit Goenka
Mr. Sumeet Mehta
Mr. V V Ranganathan
Dr. R. S. Jangid
Dr. Manish Agarwal
Particulars
As at and for the

year ended
March 31, 2007*
Total Income
Earning Per Share
As at and for the

year ended
March 31, 2006
3,116.0
170.07
73.2
12.15
90.6
22.37
As at and for the

year ended
March 31, 2005
2,244.2
75.7
73.2
10.05
79.4
20.85
1,238.9
(32.9)
73.2
(155.2)
(11.20)
*The company was subject to scheme of amalgamation in the year ended March 31, 2007.
Share Quotation
The shares of the company were listed on the BSE and the NSE on March 28, 2008:
Month
March 2008
April 2008
BSE
High (Rs.)
525.00
318.00
Low (Rs.)
240.00
228.35
NSE
High (Rs.)
565.00
316.50
Low (Rs.)
244.00
227.40

The company has not made any public or rights issue in the last three years. It is not a sick company under the
meaning of SICA and is not under winding up.
The company has a Shareholders/ Investor Grievance Committee which has authorized executives/officers of
the Company to attend to investors grievances periodically. The Committee meets at least once in a quarter to
monitor redressal of investor grievances. Generally, the investor grievances are dealt within seven days of the
receipt of the complaint. As of March 31, 2008 there was no investor grievance pending for disposal against the
company.
The company has not made any capital issue in last three years.
3.
Essel Propack Limited was originally incorporated as Essel Packagings Limited on December 22, 1982. The
name of the Company was changed from Essel Packagings Limited to Essel Packaging Limited on September
29, 1983 and subsequently from Essel Packaging Limited to Essel Propack Limited on July 25, 2001 and fresh
certificate of incorporation was obtained. Its registered office is situated at P.O. Vasind Taluka Shahapur,
Thane 421604. The registration number of the company is 11-28947 and Company Identification no. is
L74950MH1982PLC028947. The company is engaged in the business of packaging.
85

S. No.
1
2.
3.
4.
5.
6.
Total
Name of Shareholder
Promoters
Banks, FIs, Mutual Funds and FIIS
NRIs/OCBs
Others
No. of Shares
9,22,69,255
2,43,66,046
1,17,19,287
2,60,57,089
21,89,453
Nil
15,66,01,130
58.92
15.56
7.48
16.64
1.40
Nil
100

1.
2.
3.
4.
5.
6.
Mr. Subhash Chandra

Mr. Devendra Ahuja
Mr. Tapan Mitra
Mr. K. V. Krishnamurthy
Mr. Boman Moradian
Brief financials of Essel Propack Limited, is as under:
Particulars
As at and for the

year ended
December 31, 2007
As at and for the

year ended
December 31, 2006
12,181
6,081
3,131
3.88
78,850
1,54,245
53.31
1,02,861
9,855
3,131
6.29
73,447
1,31,191
50.43
Total Income
Earning Per Share
Net Asset Value
As at and for the

year ended
December 31, 2005
83,323
9,015
3,131
5.76
67,222
1,12,916
46.38
* The shares of the company were split from face value of Rs. 10 per share to Rs. 2 per share on June 8, 2006.
Share Quotation
The shares of the company are listed on the BSE and the NSE. The details of the highest and lowest price
on BSE and NSE during the preceding six months are as follows:
Month
November 2007
December 2007
January 2008
February 2008
March 2008
April 2008
BSE
High (Rs.)
67.20
77.15
80.00
53.90
46.00
43.55
NSE
Low (Rs.)
46.10
55.60
39.05
42.15
29.00
35.65
High (Rs.)
67.30
77.10
81.40
53.70
46.00
43.55
Low (Rs.)
46.15
55.50
39.75
44.05
29.00
35.55

The company has not made any public or rights issue in the last three years other than as provided below and
there has been no change in the capital structure during the last six months. It has not become a sick company
under the meaning of SICA and is not under winding up.
86
The company has a Shareholders/ Investor Grievance Committee which meets as and when required, to deal and
monitor redressal of complaints from shareholders. Generally, the investor grievances are dealt within seven
days of the receipt of the complaint. As of March 31, 2008, there are no investor grievance pending against the
company.
Essel Propack Limited has made a rights issue of 38,62,044 equity shares of Rs. 10 each for cash at a premium
of Rs. 215 per share aggregating to Rs. 8,689 lakhs to the shareholders of the company vide letter of offer dated
February 28, 1995. Issue opened on March 27, 1995 and closed on April 26, 1995. The object of the issue was
to part finance the expansion project and to meet working capital requirement. The proceeds of the issue was
deployed for purposes it was raised. The promise-v/s-performance in respect of the public issue was as under:
(Rs. in lakhs)
1994-95
Proj
6,397
1,390
1,390
Sales
PBT
PAT
Actual
8000
1,501
1,501
1995-96
Proj
Actual
10,686
11,356
2,352
2,113
2,352
2,113
1996-97
Proj
12,979
2,899
2,899
Actual
15,267
2,858
2,083
1995-96: The variation between the projected and the actual figures is attributable to the devaluation of Indian
Ruppee by 12%, rise in polymer prices for most of the Financial Year, import of 53% of the raw materials
consumed by the company, and delay in anticipated changes in aluminium tubes in view of the product design
changes.
1996-97: The variation between the projected and actual figues is attributable to the revision in the schedule of
project implementation resulting in the issue proceeds partly remaining unutilized which were thereafter
invested in interest bearing short term instruments.
4.
Zee News Limited
Zee News Limited was originally incorporated as Zee Sports Limited on August 27, 1999. It obtained the
certificate of commencement of business on November 19, 1999 The name of the company was changed to Zee
News Limited on May 27, 2004. The companys identification number is L92100MH1999PLC121506. The
company is engaged in the business of broadcasting of television channels. Its registered office is situated at
Continental Building, 135 Dr Annie Besant Road, Worli, Mumbai 400 018
S. No.
1
2.
3.
4.
5.
6.
Total
Name of Shareholder
Promoters
NRIs/Ocbs/ Foreign Bodies
FIIS
No. of Shares
12,98,17,043
4,66,33,849
1,24,83,656
1,80,44,201
51,45,027
2,76,40,180
23,97,63,956
Directors as on April 5, 2008

1.
2.
3.
4.
5.
6.
Mr. Subhash Chandra

Mr. Naresh Kumar Bajaj
Mr. Kancharana Upendra Rao
Mr. Vinod Bakshi
Mr. V. V. Ranganathan
87
54.14%
19.45%
5.21%
7.52%
2.15%
11.53%
100

Particulars
As at and for the

year ended
March 31, 2007
Total Income
Earning Per Share (on Re. 1 share)
24,878.7
994.2
2,397.6
0.41
16,026.5
76.84
As at and for the

year ended
March 31, 2006
As at and for the

year ended
March 31, 2005
3,622.6
181.6
4,180
0.18
13,240.6
41.68
120
(3.8)
100
(0.38)
NIL
10.0
* Calculated on Rs.10 face value per equity share

Share Quotations
The shares of the company are listed on the BSE and the NSE. The details of the highest and lowest price on
BSE
Month
November 2007
December 2007
January 2008
February 2008
March 2008
April 2008
High (Rs.)
75.55
84.30
92.00
68.20
54.55
61.80
NSE
Low (Rs.)
55.50
67.50
45.85
42.90
38.05
47.35
High (Rs.)
75.40
83.20
92.50
68.25
54.35
61.50
Low (Rs.)
55.00
68.20
48.25
44.80
38.75
47.25

The company has not made any public or rights issue in the last three years and there has been no change in the
capital structure during the last six months. It has not become a sick company under the meaning of SICA and is
not under winding up.
company.
Zee News Limited has not made any public or rights issue as Zee News Limited was listed on the Stock
Exchanges on January 10, 2007 pursuant to the Demerger Scheme of Zee Entertainment Enterprises Limited by
which news business, comprising of news and regional channels were transferred to Zee News Limited. For
more information see section titled History of the Company and Other Corporate Matters on page 53 of this
5.
Wire and Wireless (India) Limited was incorporated on March 24, 2006. It obtained the certificate of
commencement of business on March 27, 2006. The company identification number Wire and Wieless (India)
Limited is U64200MH2006PLC160733. The company is engaged in the cable business. Its registered office is
situated at Continental Building, 135 Dr Annie Besant Road, Worli, Mumbai 400 018.
S. No.
1
2.
3.
4.
Name of Shareholder
Promoters
No. of Shares
10,56,64,198
1,53,14,636
1,67,89,801
3,05,67,436
88
48.64
7.06
7.73
14.07
5.
6.
Total
NRIs/OCBs/ Foreign Bodies/ Foreign

Nationals
FIIS
58,24,811
2.68
4,30,56,871
21,72,17,753
19.82
100

1.
2.
3.
4.
5.
Mr. Subhash Chandra

Mr. Brijendra K Syngal
Mr. Davangere Prahlad Naganand
Mr Amit Goenka
Mr. Sanjay Jain
The financials results of Wire & Wireless (India) Limited for the period ended March 31, 2007 is as follows:
Particulars
As at and for the

year ended
March 31, 2007
Total Income
Earning Per Share
19,270.1
(11,111.5)
2,172.4
(5.21)
28,41.9
23.08
As the company was incorporated on March 24, 2006, there are no financial statements prior to period ending
March 31, 2007.
Share Quotations
The shares of the company are listed on the BSE and the NSE. The details of the highest and lowest price on
BSE
Month
November 2007
December 2007
January 2008
February 2008
March 2008
April 2008
NSE
High (Rs.)
71.70
107.40
103.40
56.85
46.90
45.85
Low (Rs.)
37.40
69.75
35.15
40.80
29.80
35.00
High (Rs.)
75.80
102.35
103.40
56.90
47.85
45.85
Low (Rs.)
36.75
70.00
34.50
41.00
29.85
34.85

company.
Wire and Wireless (India) Limited has not made any public or rights issue as Wire and Wireless (India) Limited
was listed on the BSE and NSE on January 10, 2007 and at CSE on January 10, 2007 pursuant to the scheme of
89
arrangement by which Zee Entertainment Enterprises Limited and Siti Cable Network Limited had transferred
their cable business undertaking to Wire and Wireless (India) Limited, as approved by the order of the High
Court of Judicature at Bombay dated November 17, 2006.
Group companies which have negative net worth/have become sick industrial undertakings/under
winding-up
Except as provided hereinbelow, none of the group companies have negative networth or have been declared as
sick industrial undertakings or are referred for winding up.
1.
Asian Sky Shop Limited was originally incorporated as Metropolitan Leasing Limited on July 13, 1984. The
name of the company was changed to Asian Sky Shop Limited on February 3, 2006. The companys registration
number is 55-18831. The company is engaged in the business of marketing fitness, lifestyle, entertainment and
children products through the medium of television. Its registered office is situated at Essel House, B-10,
Lawrence Road Industrial Area, New Delhi 110035.
Shareholders as on March 31, 2008
S. No.
1
2.
3.
4.
5
5.
Total
Name of Shareholder
Promoters
FIIs
NRIs/OCBs/Foreign Bodies
No. of Shares
292,080
Nil
Nil
107,920
Nil
Nil
4,00,000
73.02%
Nil
Nil
26.98%
Nil
Nil
100.00%

1.
2.
3.
Mr. Jawahar Lal Goel;

Mr. Ashok Mathai Kurien; and
Mr. Dinesh Vadiwala.
The audited financial results of Asian Sky Shop Limited for the last three financial years are as follows
(In Rs. lakhs, except per share data)
Sales and other income
Profit/ (Loss) after tax
Equity capital (par value Rs. 10 per share)
Reserves and Surplus (excluding revaluation reserves)
Earnings/ (Loss) per share (diluted) (Rs.)
Book value per equity share (Rs.)
March 31, 2007

176.14
(15.108)
40.0
(37.77)
(35.19)
March 31, 2006

356.27
(10.542)
40.0
(26.36)
(22.22)
March 31, 2005

534.87
(7.013)
40.0
(17.53)
(2.29)
Share Quotations
The shares of the company are listed on the Delhi Stock Exchange and are infrequently traded therefore share
price details of past six months is unavailable.
90
days of the receipt of the complaint. As of March 31, 2008, there is no investor grievance pending against the
company.
The equity shares of Asian Sky Shop Limited are not traded since December 23, 2007, the company can not
quantify promise versus performance.
2.
Suncity Hi-Tech Infrastructure Private Limited
Suncity Hi-Tech Infrastructure Private Limited was incorporated as a private limited company on December 13,
2005. The companys registration number is U45201DL2005PTC143614. The company is engaged in the
business of development of real estate projects. Its registered office of the company is situated at N-49, First
Floor, Connaught Place, New Delhi 110 001.
S. No.
1.
2.
3.
Name of Shareholder
Suncity Projects Private Limited
Odeon Builders Private Limited
Nikhil Footwears Private Limited
4.
Essel Housing Projects Private Limited
5.
Ansal Housing & Construction Limited
6.
E-City Entertainment (India) Private Limited
7.
Pan India Paryatan Limited
No. of Shares
Total
3,000
1,500
3,000
30
15
30
250
2.50
250
2.50
1,000
10
1,000
10
10,000
100

1.
2.
3.
Mr. Laxmi Narain Goel;

Mr. Subhash Aggarwal; and
Mr. Ashok Bansal.
The audited financial results of Suncity Hi-Tech Infrastructure Private Limited for the last three financial years
are as follows
March 31, 2007
March 31, 2006
March 31, 2005
0.1
0.1
(5.6)
(2.7)
1.0
1.0
Equity capital (par value Rs. 10 per

share)
Reserves and Surplus (excluding
revaluation
reserves)
Earnings/ (Loss)
per share (diluted)
(55.68)
(26.01)
(Rs.)
(90.01)
(36.63)
3.
(8.3)
(2.7)
Suncity Hi-Tech Projects Private Limited
Suncity Hi-Tech Projects Private Limited was incorporated as a private limited company on December 13, 2005.
The companys registration number is U45201DL2005PTC143613. The company is engaged in the business of
development of real estate projects. Its registered office is situated at N-49, First Floor, Cannaught Place, New
Delhi 110 001.
91
S. No.
1.
2.
3.
4.
5.
6.
7.
Total
Name of Shareholder
Suncity Projects Private Limited
Odeon Builders Private Limited
Nikhil Footwears Private Limited
Essel Housing Projects Private Limited
Ansal Housing & Construction Limited
E-City Entertainment (I) Private Limited
No. of Shares
3,000
1,500
3,000
250
250
1,000
1,000
10,000
30
15
30
2.50
2.50
10
10
100

1.
2.
3.
Mr. Laxmi Narain Goel;

Mr. Subhash Chander; and
Mr. Ashok Bansal.
The audited financial results of Suncity Hi-Tech Projects Private Limited for the last two financial years as the
Company was incorporated in December 2005, are as follows
March 31, 2007
March 31, 2006
Nil
Nil
(0.13)
(0.06)
0.10
0.10
(1.89)
(0.57)
(13.21)
(5.74)
(15.85)
(4.94)
4.
Mediavest India Private Limited
Mediavest India Private Limited (corporate identification no.: U92132MH2001PTC130426, permanent account
no: AACCM4290K, bank account no.: 14102000015048) was incorporated as a private company under the
Companies Act, on 11th January 2001. The registered office of Mediavest India Private Limited is situated at
Continental Building, 135, Dr Annie Besant Road, Worli, Mumbai 400 018. It carries on the business of buying,
selling, procuring, commissioning films and entertainment software for their exhibition, distribution and
dissemination on TV channels through various mediums and also to make investment in companies for
promotion of similar activities and/or own or make investment imprint media companies.
Board of Directors
The board of directors of the company as on March 31, 2008 comprises Mr. Himanshu Mody and Mr. Ashok
Sanghvi.

Particulars
Total Income
Profit after Tax
Reserves & Surplus
As at and for the

year ended March
31, 2007
34.0
(477.3)
1
(1,884.9)
92
As at and for the

year ended March
31, 2006
0.1
(305.6)
1
(1,407.5)
As at and for the

year ended March
31, 2005
NIL
(1,101.4)
1
(1,101.9)

(4,773.60)
(18,839.23)
(3,056.70)
(14,065.63)
(11,014.60)
(11,008.93)

Name of Shareholder
Prajatma Trading Company Pvt. Ltd.
TOTAL
No. of Shares held

10,000
10,000
% of Holding
100.00
100.00
worth.
5.
Essel International Limited was incorporated as a public company on June 28, 1994 under the Companies Act. It
is registered with the Registrar of Companies, National Capital Territory of Delhi, Haryana and Punjab, with
registration number 5559874. The company has its registered office situated at B-10, Lawrence Road Industial
Area New Delhi and is engaged in the business of Trading.
Board of Directors
The board of directors of the company as on March 31, 2008 comprises Mr. Laxmi Narain Goel, Mrs. Sulochna
Devi and Mr. Jawahar Lal Goel.
The audited financial results of Essel International Limited for the last three financial years are as follows
(In Rs. Millions, except per share data)
March 31, 2007

2.551500
(2.502074)
31489900
0
(0.79)
-
March 31, 2006

.0.632198
(2.698933)
31489900
0
(0.86)
-
March 31, 2005

0.838714
(2.284820)
31489900
0
(0.73)
-

Name of Shareholder
No. of Shares held
% of Holding
30,010
0.95
2,27,010
7.21
Mr. Ashok Goel
2,51,510
7.99
Ms. Sulochna Devi
43,310
1.38
Ms. Sushila Goel
36,010
1.14
10
Negligible
Mr. Prosenjit Chandra Lahiri

Ms. Chetna Goel
10
Negligible
Essel International Private Limited
1,86,800
5.93
Blue Line Moters Private Limited
2,63,100
8.36
Nand Kishore & Sons (HUF)

Subhash Chandra & Sons (HUF)
46,000
1.46
3,64,000
11.56
1,04,000
3.30
Jawahar Lal & Sons (HUF)
1,39,600
4.43
100
0.003
Ashok Kumar & Sons (HUF)
93
Name of Shareholder
No. of Shares held
% of Holding
Mr. Nand Kishore
6,12,600
19.45
Ms. Kavita Goel
1,00,100
3.18
Mr. Ankit Goel
100
0.003
Mr. Arpit Goel
100
0.003
Mr. Anup Kumar Chhawchharia

Royal Tools Private Limited
Munna Lal Lachman Dass (HUF)
Mr. Jagan Nath
Essel Minerals Private Limited
TOTAL
100
0.003
6,84,500
21.74
10
Negligible
10
Negligible
60,000
1.91
31,48,990
100 (approximately)
The shares of the company are not listed on any stock exchange. It has not become a sick company under the
meaning of SICA, is not under winding up and does not have negative net worth.
94
OUR SUBSIDIARIES
We have three subsidiaries which are listed below:
1.
2.
3.
Agrani Convergence Limited;

Agrani Satellite Services Limited and
1.
Agrani Convergence Limited was incorporated as a public company on June 30, 2000 and obtained certificate
for commencement of business on July 28, 2000. Its registered office is situated at B-10, Lawrence Road,
Industrial Area, Delhi 110 035.
The main object of the company is retailing, merchandising and reselling of products and services related to
convergence in the telecommunication, information technology and learning, media, entertainment and also for
other related products and services.
1.
2.
3.
Mr. Puneet Goenka

Mr. Atul Goel
Mr. Amit Goyal

Name of the shareholder
No. of
shares held
1,24,70,537
1
1
1
1
Percentage of holdings (%)
0.00
0.00
119,81,503
49
2,44,52,046
100

Mr. Ashok N Goel
Essel Agro Private Limited

TOTAL
51.00
0.00
0.00
0.00
0.00
Financial performance
The operating results of Agrani Convergence Limited for fiscal year 2007, 2006 and 2005 (based on audied
financial statements) are as hereunder:
(Amount in Rs. lakhs except for share data)
Particulars
As at and For
the period ended
March 31, 2007
Total Income
Profit / (Loss) after tax
Equity Capital
Reserve
Basic Earning per share
Book value per share
122.87
(43.28)
2,445.20
(4,058.92)
(0.18)
(6.60)
As at and For
the period ended
March 31, 2006
451.25
(205.52)
2,445.20
(4,015.64)
(0.85)
(6.42)
As at and For
the period ended
March 31, 2005
2,752.60
(1,086.87)
2,445.20
(3,810.13)
(4.44)
(5.58)
The equity shares of Agrani Convergence Limited are not listed and it has not made any public or rights issue in
the preceeding three years. It has not become a sick company under the meaning of SICA and it is not referred
for winding up.
2.
95
Agrani Satellite Services Limited was incorporated as a public company on June 30, 2000 and obtained
certificate for commencement of business on July 28, 2000. Its registered office is situated at B-10, Lawrence
Road, Industrial Area, New Delhi 110 035. Agrani Satellite Services Limited is engaged in a project to own,
establish and operate a C & Ku band satellite system, and to market and lease their bandwidth capacities to
various users in India.
The main object of the company is to develop, acquire, launch, operate and maintain all kinds of
communications satellites in outer space for providing all kinds of telecommunications, audio and video
distribution / broadcasting, multimedia, messaging, data and Internet Protocol (IP) services; Marketing,
Distribution and sales of all kinds of satellite capacities for and services involving telecommunications, audio
and video distribution / broadcasting, multimedia, messaging, data and Internet Protocol (IP) services.
1.
2.
3.
Mr. Subhash Chandra

Mr. Punit Goenka
Mr. K Narayanan

No. of
shares held
9,44,00,997
1
1
1
1
1
Percentage of holdings
(%)
99.99
0.00
0.00
0.00
0.00
0.00
0.00
0.00
9,44,01,004
100

Mr. Ashok N Goel
TOTAL
The operating results of Agrani Satellite Services Limited for fiscal year 2007, 2006 and 2005 (based on audied
financial statements) are as hereunder:
Particulars
As at and For
the period ended
March 31, 2007
Total Income
Equity Capital
Reserve
Nil
Nil
9,440.10
Nil
Nil
10
As at and For
the period ended
March 31,2006
Nil
Nil
9,440.10
Nil
Nil
10
As at and For
the period ended
March 31,2005
Nil
Nil
9,440.10
Nil
Nil
10
The equity shares of Agrani Satellite Services Limited are not listed and it has not made any public or rights
issue in the preceeding three years. It has not become a sick company under the meaning of SICA and it is not
referred for winding up.
3.
Integrated Subscribers Management Services Limited was incorporated as Agrani Telecom Limited on June 25,
2001 and obtained certificate of commencement of business on July 18, 2002. The name of the Company was
subsequently changed to Integrated Subscribers Management Services Limited by way of fresh certificate of
incorporation dated September 15, 2003. Integrated Subscribers Management Services Limited carries on the
96
business of providing services on commercial basis pertaining to subscribers management including raising and
collection of bills, collection and maintenance of subscribers information, preparation of required report and call
centre activities. The registered office of Integrated Subscribers Management Services Limited is situated at B10, Lawrence Road, Industrial Area, New Delhi 110 035.
The company is engaged in the business of subscriber management services including billing services, viewing
cards and payment handling and to deal in and provide various kinds of entertainment contents and services.
1.
2.
3.
Mr. Mukesh Mittal

Mr. Ankush Garg
Mr. Manoj Sheth

No. of
shares held
Dish TV (India) Limited

Mr. Suresh Kumar
Mr. Vimal Kumar Agarwal
Mr. Mukesh Mittal
Mr. Rakesh Kumar Singh
Mr. Suresh Aroraa
Mr. Jain Kumar Jain
TOTAL
49,400
100
100
100
100
100
100
50,000
Percentage of holdings
(%)
98.8
Negligible
Negligible
Negligible
Negligible
Negligible
Negligible
100.00
The operating results of Integrated Subscribers Management Services Limited for fiscal year 2007, 2006 and
2005 (based on audied financial statements) are as hereunder:
Particulars
As at and For
the period ended
March 31, 2007
Total Income
Equity Capital
Reserve
2,819.62
(22.71)
5.00
73.85
(45.41)
157.70
As at and For
the period ended
March 31, 2006
1,364.15
167.04
5.00
96.39
334.01
202.78
As at and For
the period ended
March 31, 2005
558.75
(54.34)
5.00
(70.73)
(108.69)
(131.45)
The equity shares of Integrated Subscribers Management Services Limited are not listed and it has not made any
public or rights issue in the preceeding three years. It has not become a sick company under the meaning of
SICA and it is not referred for winding up.
97
RELATED PARTY TRANSACTIONS
List of Related Parties
Name of Subsidiary
List of parties where control exists.

Extent of Holding (In Percentage) as at
31 Dec '07
31 Mar '07
31 Mar '06
31 Mar '05
51.00
51.00
51.00
100.00
(Holding reduced to 51% on March 31, 2006)
100.00
100.00
100.00
100.00
98.80
Agrani Wireless Services Limited*@
Agrani Satellite Communication Enterprises (Gibraltor)
100.00
Limited *
Integrated Subscribers Management Services Ltd
100.00
100.00
(Formerly known as Agrani Telecom Limited)#
50.96
Quick Call Private Limited*$
50.96
Smart Talk Private Limited*$
50.96
Bhilwara Telenet Services Private Limited*$
99.37
Procall Private Limited*$
Agrani Telecom Limited. (Formerly known as Essel
98.01
Telecom Holding Limited)*$
* Ceased to be subsidiary on 31st March '2006.
# Ceased to be subsidiary on 28 August '2003 and again became subsidiary on 1 April '2006 on transfer of investment to
the parent company under the Scheme of Arrangement.
$ Became subsidiary on 4th December 2002
@ Holding reduced to 52.294% on April 13, 2005
Period ended 31st

December, 2007
Smart Talk Private Limited
Essel Corporate Services
Private Limited
Essel Agro Private Ltd
Cyquator Technologies
Limited
Zee Entertainment
Enterprises Limited
Pan India Network Infravest
Private Limited
Afro-Asian Satellite
Communication (Gibraltar)
Limited
Communication (U.K.)
Limited
ASC Telecommunication
Limited
Asia Today Limited
Asia TV Limited
Zee News Limited
Rupee Finance &
Management Private Limited
ITZ Cash Card Limited
Wire and Wireless India
Other Related Parties

Year ended
Year ended
31st March, 2007
31st March, 2006
Smart Talk Private
Limited*
Private Limited
Private Limited
Limited
Limited
Zee Entertainment
Zee Telefilms Ltd (now
Enterprises Limited
known as Zee
Private Limited
Entertainment Enterprises
Limited)
Pan India Network
Infravest Private Limited
Ayepee Lamitubes
Limited
Procall Private Limited*
Limited
Communication
(Gibraltar) Limited
Limited
Limited
Limited
Asia Today Limited
Asia TV Limited
Limited
Zee News Limited
Asia Today Limited
Ganjam Trading Co. Private
Asia TV Limited
Ltd
Ganjam Trading Co
Rupee Finance &
Management Private Limited Private Ltd
98
Year ended
31st March, 2005
Private Limited
Private Limited
Zee Telefilms Ltd (Now
known as Zee Entertainment
Enterprises Limited)
Private Limited
Limited
Limited
Limited
Asia Today Limited
Asia TV Limited
Ltd
Zee Turner Limited
Siti Cable Network Limited
New Era Entertainment
Network Limited
Limited
Dakshin Media Gamming
Solutions Private Limited
Zee Turner Limited
Zee Interactive Learning
Systems Limited
Kenlott Gamming Solutions
Private Limited
Brio Academic
Zee Foundation
Zee Akash News Private
Limited,
E City Entertainment (I)
Private Limited
Zee Sports Limited
Bhilwara Telenet Services
Private Limited,
Quick Call Private Limited
Diligent Media Corporation
Limited
Indian Cable Net Company
Limited
Intrex Tradex Private
Limited
Pan India Network
Investment (P) Limited
Agrani Telecom Limited
Agrani Satellite
Communication
(Gib.)Limited
Essel Shyam
Communication Limited
Essel Shyam Technology
Limited
Mr. Subhash Chandra

Mr. Ashok Kurien
Mr. B.D.Narang
Mr. Arun Duggal
Mr. Pritam Singh*
Mr. Eric Zinterhofer$
*w.e.f April 27 , 2007

$w.e.f October 22, 2007

Limited
Zee Turner Limited
Systems Limited
Private Limited
Brio Academic
Zee Foundation
Limited
Private Limited
Zee Sports Limited
Private Limited
Limited
Limited
Mr Jawahar Lal Goel

Zee Turner Limited
Private Limited*
Quick Call Private
Limited*
Essel Telecom Holding
Limited*
Siti Cable Network
Limited
Network Limited
Integrated Subscribers
Management Services
Limited
Jay Properties Private
Limited
Prajatma Trading
Company Private Limited
Veena Investment Private
Limited
Kenllot Gaming Solution
Private Limited
Intrective Tredex Private
Limited
Agrani Wireless Services
Ltd.*
Management Services
Limited
Limited
Prajatma Trading Company
Private Limited
Limited
Jawahar Lal Goel,
Interactive Tredex Private
Limited
Kavita Goel
System Limited
* Ceased to be subsidiary
on March 31st, 2006
Director/Key Managerial Personnel

Mr. Subhash Chandra
Mr. Subhash Chandra
Mr. Jawahar Lal Goel#
Mr. Ashok Kurien#
Mr. Ashok Goel
Mr. B.D.Narang,#
Mr. Puneet Goenka
Mr. Arun Duggal#
Mr.Rajagopalan
Mr. Laxmi Narayan Goel*
Chandrashekhar
Mr. Punit Goenka*
Mr.Rajagopalan
Chandrashekhar*
Mr. Ashok Goel*
* Upto January 6, 2007
# w.e.f. January 6, 2007
99
Mr. Subhash Chandra

Mr. Ashok Goel
Mr. Puneet Goenka
Mr.Rajagopalan
Chandrashekhar
Restated Summary Statement of Related Party Transaction

(Rs. In lacs)
Particular
Period ended
31st December,
2007
With Other Related Parties:

Sales, Services & Recoveries (Net of Taxes)
Zee News Limited
Asia Today Limited
Asia TV Limited
Zee Turner Limited
New Era Entertainment Network Ltd.
Others
Purchase of Goods & Services
Zee Turner Limited
Others
Rent Paid
Interest Paid
Rupee Finance & Management Private Ltd.
Others
Donation
Zee Foundation
Interest Received
Wire & Wireless India Limited
Purchase of Fixed Assets
Others
Sale of Fixed Assets
Sale of Investment
Loan, Advance and Deposit Taken (Including
advance against share application money)
Ganjam Trading Co. Private Limited
Others
Repayment of Loan, Advance and Deposit Taken
100
Year ended
31st March,
2007
Year ended
31st March,
2006
Year ended
31st March,
2005
939.77
147.89
219.01
316.12
5.00
251.75
6,881.37
3,913.65
899.34
253.16
1,426.78
388.44
51.02
22.12
11.51
17.39
1,464.23
1,176.04
281.71
6.48
447.75
378.35
65.13
4726.63
1,783.22
711.45
348.97
248.05
745.21
889.73
9,877.73
8,025.22
674.52
255.66
710.25
212.08
55.72
43.34
12.38
520.12
496.25
9.51
14.36
25.00
25.00
528.19
460.18
68.01
1,200.13
85.94
46.45
177.53
172.25
591.44
87.50
39.02
5,163.27
26.24
360.80
54.90
7.81
3,714.87
937.23
61.42
8.64
8.64
67.41
67.41
3.81
3.81
-
4.27
35.82
35.82
34,705.41
7,289.34
29.61
7,256.46
3.27
5.96
5.96
6,421.28
6,943.18
6,930.34
12.84
12.16
12.16
2,022.17
2,022.17
10,141.85
644.63
83.23
27.42
19.01
67.51
415.19
32.27
89.54
46.05
32.63
0.20
10.66
248.55
248.55
640.13
639.96
0.17
2,690.26
19,900.00
14,800.00
5.41
7,619.09
3,263.25
1,053.00
2,100.00
5.03
2,922.49
31.11
6,900.00
830.00
1,787.83
500.00
92.91
81.00
2,541.21
149.05
518.02
Particular
Period ended
31st December,
2007

Kenlott Gaming Solutions Private Limited
New Era Entertainment Network Limited
Zee Interactive Learning System Private Limited
Others
Loan, Advance and Deposit Given
Intrex India Ltd.
Ganjam Trading Co. Pvt Ltd.
Others
Refund Received against Loan, Advance and
Deposit Given
Ganjam Trading Co.(P) Ltd.
Jay Properties (P) Ltd.
Others
Amount Written Off
Zee Turner Limited
Corporate Guarantee Given
Bhilwara Telenet Services Limited
Corporate Guarantee received
Provision for Doubtful Advances
Brio Academic
Others
Assets & Liabilities Received Pursuant to Scheme
of Arrangement
DCS undertaking of Zee Entertainment
Enterprises Limited
Total Assets
Total Liabilities
Total Assets
Total Liabilities
Total Assets
Total Liabilities
Assets & Liabilities Received pursuant to Slump
Sale
Total Assets
Total Liabilities
Purchase Consideration
Key Management Personnel
Remuneration to Managing Director
101
7,600.00
19.09
1,483.86
1,482.86
1.00
34.71
Year ended
31st March,
2007
250.00
1,053.00
1,600.00
19.49
4,236.41
3,136.46
941.00
158.95
2,508.78
Year ended
31st March,
2006
21.00
60.00
13,896.42
11,986.06
584.59
36.25
355.00
700.00
234.52
13,017.44
Year ended
31st March,
2005
15.00
18.00
1.71
4.56
4.56
-
155.11
2,312.82
40.85
240.00
200.00
15.00
15.00
10.00
22,240.31
22,240.31
80.31
79.50
0.81
293.86
982.42
5,073.23
3,430.75
2,755.00
482.18
-
4,201.66
1,839.00
355.00
11.23
-
13,856.07
17,119.52
3,263.45
(4,245.84)
10,118.49
14,364.33
98.20
11,414.15
11,315.95
(4511.78)
15,249.00
19,755.78
5.00
42.82
12.94
433.27
73.00
11.75
9,381.88
2,070.00
2,055.00
5,184.08
72.80
6,406.89
Particular
Jawahar Lal Goel
Salary & Allowances
Jawahar Lal Goel
Balance at the end of period:
Loan, Deposit and Advances Given
Afro-Asian Satellite Comm. (UK) Limited
Afro-Asian Satellite Comm. (Gib.) Limited
Agrani Satellite Comm. (Gib.) Limited
Others
Provision outstanding against advances given
Others
Loan, Deposit and Advances Taken (Including
advance share application money)
Suncity Project Limited
Ayepee Lamitube Limited
Rupee Finance & Management P. Ltd.
Play Win Infrawest Private Limited
Others
Creditors for expenses and other liabilities
Zee Turner Limited
ASC (UK)
ASC(Martitus)
Others
Debtors
Asia Today Limited
Asia TV Limited
Zee News Limited
Interactive Traders India Limited
Others
Bhilwara Talent Services Limited
Period ended
Year ended
31st December, 31st March,
2007
2007
42.82
12.94
10.15
10.15
102
Year ended
31st March,
2006
-
Year ended
31st March,
2005
-
26,019.62
3,768.82
8,277.08
38.41
2,806.03
9,507.78
1,489.97
131.53
12,164.61
3,768.82
8,277.08
118.71
31,054.20
23,991.35
3,768.82
8,277.08
38.41
1,331.28
8,996.56
1,439.82
139.38
12,164.61
3,768.82
8,277.08
118.71
2,454.08
22,029.49
3,768.82
8,277.08
38.41
9,233.33
585.93
125.92
12,084.31
3,768.82
8,277.08
38.41
1,844.83
23,457.77
3,768.82
8,277.08
5,073.23
2,055.00
3,075.75
1,207.89
12,084.31
3,768.82
8,277.08
38.41
6,055.70
27.00
10.78
21,076.25
7,983.94
1,956.23
19,552.61
7,877.92
10,494.44
1,180.25
4,305.48
461.27
598.24
2,061.56
1,184.41
240.00
200.00
15.00
15.00
10.00
-
27.00
19.00
10.78
38.06
506.37
1,787.83
65.04
15,876.05
7,399.69
8,006.33
470.03
3,757.00
237.72
164.73
468.82
1,933.22
952.51
240.00
200.00
15.00
15.00
10.00
-
27.00
19.00
10.78
1,787.83
0.22
8,661.74
4,616.88
2,670.53
1,164.44
35.69
174.20
702.50
178.58
172.25
0.53
153.33
85.54
101.37
10.90
40.00
15.00
15.00
10.00
-
27.00
10.78
139.45
4,364.78
1,370.00
143.69
2,857.24
452.66
34.49
1,868.41
496.57
5.12
199.48
27.42
0.89
61.84
2.22
101.37
5.74
500.00
500.00
Particular
Corporate Guarantee Received
Period ended
Year ended
31st December, 31st March,
2007
2007
20,050.00
22,240.31
20,050.00
22,240.31
Year ended
31st March,
2006
4,000.00
4,000.00
Year ended
31st March,
2005
4,000.00
4,000.00
Note:1 The related party transaction disclosed are as per the requirement of Accounting Standard 18.
2 Accounting Standard 'AS-18' became applicable to the Company for the financial year ended March
31, 2005 hence above statement is for the financial year ended March 31, 2005 and onwards.
3. The above Statement should be read with the Significant Accounting Policies and selected notes to
Restated Summary Statement as appearing in Annexure D to this report.
Summary of Related Party Statements for Dish TV India Limited (Standalone)

Name of Subsidiary
List of Parties where control exists.

31 Dec '07
31 Mar '07
31 Mar '06
31 Mar '05
51.00
51.00
51.00
100.00
100.00
100.00
100.00
100.00
98.80
Agrani Satellite Communication Enterprises
100.00
(Gibraltor) Limited *
Integrated Subscribers Management Services
Ltd (Formerly known as Agrani Telecom
Limited)#
100.00
100.00
50.96
50.96
50.96
99.37
Agrani Telecom Limited. (Formerly known as
Essel Telecom Holding Limited)*$
98.01
the parent Company under the Scheme of Arrangement.
103
Period ended
31st December, 2007
Smart Talk Private
Limited,
Private Limited,
Essel Agro Private Ltd ,
Limited,
Zee Entertainment
Enterprises Limited,
Pan India Network
Infravest Private Limited,
Pan India Paryatan
Limited,
Ayepee Lamitubes
Limited,
Procall Private Limited,
Suncity Projects Limited,
Communication
(Gibraltar) Limited,
Limited,
Limited,
Asia Today Limited,
Asia TV Limited,
Zee News Limited,
Rupee Finance &
Management Private
Limited,
ITZ Cash Card Limited,
Limited,
Solutions Private Limited,
Rama Associates Limited,
Zee Turner Limited,
Systems Limited,
Kenlott Gamming
Brio Academic,
Zee Foundation,
Limited,
Private Limited,
Zee Sports Limited,
Private Limited,
Quick Call Private
Limited,
ETC Networks Limited,
Diligent Media
Corporation Limited,

Year ended
Year ended
31st March, 2007
31st March, 2006
Smart Talk Private
Smart Talk Private
Limited,*
Limited,
Essel Corporate
Private Limited,
Services Private
Limited,
Essel Agro Private Ltd, Cyquator Technologies
Cyquator Technologies Limited,
Limited,
Zee Entertainment
known as Zee
Pan India Network
Limited)
Infravest Private
Pan India Network
Limited,
Pan India Paryatan
Ayepee Lamitubes
Limited,
Limited,
Ayepee Lamitubes
Procall Private Limited,*
Limited,
Procall Private Limited, Afro-Asian Satellite
Communication
Suncity Projects
Limited,
Communication
Limited,
Limited,
Asia Today Limited,
Limited,
Asia TV Limited,
ASC
Ganjam Trading
Telecommunication
Co.Private Ltd,
Limited,
Intrex India Limited,
Asia Today Limited,
Zee Turner Limited,
Asia TV Limited,
Zee News Limited,
Private Limited,*
Ganjam Trading Co.
Quick Call Private
Private Ltd,
Limited,*
Rupee Finance &
Management Private
Limited,*
Limited,
ITZ Cash Card Limited, Siti Cable Network
Limited,
Wire and Wireless
India Limited,
Network Limited,
Dakshin Media
Gamming Solutions
Private Limited,
Management Services
Limited,
Rama Associates
Limited,
Zee Turner Limited,
Limited,
Zee Interactive
Private Limited,
Learning Systems
Limited,
Ltd.*
Kenlott Gamming
Agrani Sattelite Services
Solutions Private
Limited (Gib.)
Limited,
* Ceased to be subsidiary
Brio Academic,
on March 31st, 2006
Zee Foundation,
Zee Akash News
Private Limited,
104
Year ended
31st March, 2005
Essel Corporate
Services Private
Limited,
Private Limited,
Zee Telefilms Ltd
(Now known as Zee
Entertainment
Pan India Network
Infravest Private
Limited,
Ayepee Lamitubes
Limited,
Suncity Projects
Limited,
Communication
Limited,
ASC
Telecommunication
Limited,
Asia Today Limited,
Ganjam Trading Co.
Private Ltd,
Siti Cable Network
Limited,
Network Limited,
Management Services
Limited,
Limited,
Jawahar Lal Goel,
Kavita Goel.
Zee Interactive
Learning System
Limited
Period ended
31st December, 2007
Indian Cable Net
Company Limited,
Limited,
Pan India Network
Investment (P) Limited,
Agrani Telecom Limited,
Agrani Satellite
Communication
(Gib.)Limited,
Essel Shyam
Communication Limited,
Limited.
Mr. Subhash Chandra

Mr. Ashok Kurien
Mr. B.D.Narang
Mr. Arun Duggal
Mr. Pritam Singh*
*w.e.f April 27 , 2007


Year ended
Year ended
31st March, 2007
31st March, 2006
E City Entertainment
(I) Private Limited,
Zee Sports Limited,
Bhilwara Telenet
Services Private
Limited,
Quick Call Private
Limited,
Diligent Media
Indian Cable Net
Company Limited,
Mr Jawahar Lal Goel.
Mr. Subhash Chandra
Mr. Subhash Chandra
Mr. Ashok Goel
Mr. Ashok Kurien#
Mr. B.D.Narang#
Mr. Puneet Goenka
Mr. Arun Duggal#
Mr.Rajagopalan
Mr. Laxmi Narayan Chandrashekhar
Goel*
Mr. Punit Goenka*
Mr.Rajagopalan
Chandrashekhar*
Mr. Ashok Goel*
105
Year ended
31st March, 2005
Mr. Subhash Chandra

Mr. Ashok Goel
Mr. Puneet Goenka
Mr.Rajagopalan
Chandrashekhar
Restated Summary Statement of Related Party transaction

(Rs. in Lacs)
Particular
(i) With Subsidiries

Companies
Purchase of Goods &
ServicesIntegrated Subscribers
Management Services
Limited
Others
Sales,Services &
Recoveries (Net of Taxes)
Management Services
Limited
Agrani Convergance
Limited
Agrani Satellite Services
Limited
Loan,Advance and
Deposit Given (including
Share Application
Money)
Limited
Agrani Convergance
Limited
Agrani Wireless Service
Limited
Others
Refund Received against
Loan,Advance and
Deposit Given
Limited
Agrani Convergance
Limited
Limited
Others
Customer Security
transferred by
Management Services
Limited
Diminution in the value of
Investment
Agrani Convergence
Limited
(ii) With Other Related
Parties:
Sales,Services &
period ended 31st

December 2007
Total
Amount
Amount
for Major
Parties
3,979.84
year ended 31st

March, 2007
Total
Amount
Amount
for Major
Parties
2,747.33
year ended 31st

March, 2005
Total
Amount
Amount
for
Major
Parties
8.06
3,979.84
2,747.33
5.06
2.50
0.50
232.58
232.58
2,956.30
482.54
482.54
23.82
-
66.36
23.82
1,688.55
260.30
2,956.30
66.36
288.31
158.09
608.33
102.11
428.75
274.31
88.85
0.10
2,069.14
56.28
356.17
32.31
715.05
7.94
699.30
16.00
298.62
-
0.03
8,806.78
8,806.78
914.92
year ended 31st

March, 2006
Total
Amount
Amount
for
Major
Parties
1,247.05
1,247.05
4,675.99
106
1,188.72
490.53
Particular
Recoveries (Net of Taxes)

Zee Entertainment
Enterprises Limited
Zee News Limited
Asia Today Limited
Asia TV Limited
Zee Turner Limited
Network Limited
Others
Purchase of Goods &
Services
Zee Turner Limited
Zee Entertainment
Enterprises Limited
Network Limited
Management Services
Limited
Others
Rent Paid
Zee Entertainment
Enterprises Limited
E-City Entertainment (I)
Private Limited
Interest Paid
Zee Entertainment
Enterprises Limited
Rupee Finance &
Management Private Ltd.
Others
Donation
Zee Foundation
Interest Received
Ganjam Trading Company
Private Limited
ASC Telecmmunication
Limited
Wire & Wireless India
Limited
Limited
Zee Entertainment
Enterprises Limited
Others
Sale of Investment
Loan,Advance and
Deposit Taken (including
against share apllication
period ended 31st

December 2007
Total
Amount
Amount
for Major
Parties
year ended 31st

March, 2007
Total
Amount
Amount
for Major
Parties
year ended 31st

March, 2006
Total
Amount
Amount
for
Major
Parties
147.89
1,783.22
83.55
53.11
219.01
316.12
-
711.45
348.97
248.05
738.40
-
46.45
177.53
172.25
591.44
87.50
27.42
410.00
231.90
6,866.67
845.90
9,877.73
56.71
8,025.22
674.52
26.24
360.80
46.05
253.16
1,426.78
-
255.66
710.25
-
32.29
7.81
3,714.87
937.23
0.20
388.44
212.08
49.00
60.80
8.64
10.46
-
17.08
36.62
8.64
11.51
12.38
17.39
1,464.23
520.12
67.41
1,176.04
496.25
67.41
281.71
9.51
6.48
-
447.75
25.00
14.36
25.00
528.19
3.81
258.55
378.35
-
460.18
-
3.81
-
258.55
65.13
68.01
4.27
35.82
7,289.34
6,943.18
639.96
35.82
29.61
7,256.46
6,930.34
639.96
3.27
34,700.00
30.00
5,140.04
3,913.65
884.64
45.98
year ended 31st

March, 2005
Total
Amount
Amount
for
Major
Parties
12.84
2,022.17
6,416.25
107
2,022.17
8,354.02
2,690.26
Particular
money)
Zee Entertainment
Enterprises Limited
Limited
Rupee Finance &
Network Limited
Management Services
Limited
Others
Repayment of Loan,
Advance and Deposit
Taken
Limited
Rupee Finance &
Kenlotte Gaming Solution
(P) Ltd.
Network Limited
Systems Limited
Others
Loan,Advance and
Deposit Given
Intrex India Ltd.
Limited
Private Limited
Others
Refund Received against
Loan,Advance and
Deposit Given
Limited
Private Limited
Jay properties Private
Limited
Others
Corporate Guarantee
Given
Limited
Corporate Guarantee
received
period ended 31st

December 2007
Total
Amount
Amount
for Major
Parties
year ended 31st

March, 2007
Total
Amount
Amount
for Major
Parties
year ended 31st

March, 2006
Total
Amount
Amount
for
Major
Parties
19,900.00
3,263.25
830.00
31.11
1,053.00
14,800.00
2,100.00
6,900.00
2,541.21
500.00
7,619.00
2,903.00
92.91
21.00
149.05
518.02
250.00
1,053.00
7,600.00
1,600.00
21.00
433.27
73.00
19.00
1,482.86
4,173.37
9,248.90
11.75
5,251.84
1,482.86
-
3,136.46
941.00
8,434.62
584.59
5,184.08
33.00
95.91
2,473.93
229.69
6,802.00
67.76
6,044.58
15.00
155.11
293.86
18.00
-
2,312.82
-
982.42
4,201.66
5,073.23
1,839.00
6.00
240.00
year ended 31st

March, 2005
Total
Amount
Amount
for
Major
Parties
452.49
-
200.00
15.00
15.00
10.00
22,240.31
108
3.92
-
Particular
Zee Entertainment
Enterprises Limited
Provision for Doubtful
Advances
Brio Acedmic
Others
Assets & Liabilities
Received Pursuant to
DCS undertaking of Zee
Entertainment
Enterprises Limited
Total Assets
Total Liabilities
Siti Cable Network
Limited
Total Assets
Total Liabilities
New Era Entertainmet
Network Limited
Total Assets
Total Liabilities
Received pursuant to
Slump Sale
Essel Agro Private
Limited
Total Assets
Total Liabilities
Key Management
Personnel
Remuneration to
Managing Director
Jawahar Lal Goyal
Salary & Asslowances
Jawahar Lal Goyal
Balance at the end of
period:
With Subsidiries
Companies:
Invesment
Limited
Agrani Convergance
Limited
Management Services
Limited
Others
Loan,Deposit and
Advances Given
Limited
Management Services
Limited
period ended 31st

December 2007
Total
Amount
Amount
for Major
Parties
year ended 31st

March, 2007
Total
Amount
Amount
for Major
Parties
22,240.31
80.31
-
79.50
0.81
13,856.07
42.82
10.15
10,692.15
10.15
-
15,249.00
19,755.78
5.00
42.82
10,692.15
11,414.15
11,315.95
(4,511.78)
10,118.49
14,364.33
98.20
17,119.52
3,263.45
year ended 31st

March, 2005
Total
Amount
Amount
for
Major
Parties
(4,245.84)
year ended 31st

March, 2006
Total
Amount
Amount
for
Major
Parties
-
10,687.15
12,510.66
9,440.10
9,440.10
9,440.10
9,440.10
1,247.05
1,247.05
1,247.05
2,445.20
5.00
5.00
10,446.95
3,341.70
3,275.34
625.36
5,999.89
6,298.00
3,341.70
3,275.34
3,246.52
4,148.95
109
Particular
Agrani Convergence
Limited
Limited
Others
Debtors
Agrani Convergence
Limited
Limited
Creditors for expenses
and other liabilities
Management Services
Limited
Agrani Convergance
Limited
Corporate Guarantee
Given
Limited
Agrani Convergence
Limited
Corporate Guarantee
Received
Zee Entertainment
Enterprises Limited
With Other Related
Parties:
Loan,Deposit and
Advances Given
Comm. (UK) Limited
Comm. (Gib.) Limited
Agrani Satellite Comm.
(Gib.) Limited
Limited
Jay Properties Limited
Others
Provision outstanding
against advances given
Comm. (UK) Limited
Comm. (Gib.) Limited
Others
Loan,Deposit and
Advances Taken
Network Limited
Kenlott Gaming Solutions
period ended 31st

December 2007
Total
Amount
Amount
for Major
Parties
year ended 31st

March, 2007
Total
Amount
Amount
for Major
Parties
year ended 31st

March, 2006
Total
Amount
Amount
for
Major
Parties
-
year ended 31st

March, 2005
Total
Amount
Amount
for
Major
Parties
1,232.12
521.31
999.94
206.34
106.72
99.62
930.64
6,766.07
921.37
6,753.55
9.27
12.52
40.00
140.00
15.00
15.00
10.00
15.00
15.00
10.00
100.00
25,979.25
23,941.55
4,000.00
4,000.00
22,011.53
18,314.51
3,768.82
3,768.82
3,768.82
3,768.82
8,277.08
8,277.08
8,277.08
8,277.08
38.41
38.41
38.41
2,806.03
9,507.78
1,489.96
1,331.28
8,996.56
1,439.82
9,233.33
585.93
91.17
89.58
107.96
5,073.23
1,195.38
12,164.61
12,164.61
12,084.31
12,084.31
3,768.82
3,768.82
3,768.82
3,768.82
8,277.08
8,277.08
8,277.08
8,277.08
118.71
29,200.44
118.71
601.21
38.41
56.78
38.41
4,481.62
4,364.78
27.00
-
27.00
19.00
27.00
19.00
27.00
-
110
Particular
Private Limited
Zee Entertainment
Enterprises Limited
Limited
Rupee Finance &
Management P.Ltd.
Others
Creditors for expenses
and other liabilities
Zee Entertainment
Enterprises Limited
Network Limited
Management Services
Limited
Zee Turner Limited
Limited
Others
Debtors
Asia Today Limited
Asia TV Limited
Zee News Limited
Zee Entertainment
Enterprises Limited
Network Limited
Others
Corporate Guarantee
Given
Limited
Corporate Guarantee
Received
Zee Entertainment
Enterprises Limited
period ended 31st

December 2007
Total
Amount
Amount
for Major
Parties
year ended 31st

March, 2007
Total
Amount
Amount
for Major
Parties
year ended 31st

March, 2006
Total
Amount
Amount
for
Major
Parties
10.78
21,076.04
10.78
-
10.78
-
10.78
-
38.06
7,983.94
506.37
102.68
19,416.16
15,733.31
year ended 31st

March, 2005
Total
Amount
Amount
for
Major
Parties
8,626.05
79.06
448.85
7,764.41
7,305.84
4,616.88
447.77
2,670.53
1,164.44
10,494.44
-
8,006.33
-
1,157.31
4,077.97
421.14
3,645.08
174.20
529.65
1.08
27.42
461.27
598.24
2,061.56
237.72
164.73
468.82
1,933.22
178.58
172.25
-
27.42
-
91.49
85.54
956.90
240.00
840.59
240.00
200.00
15.00
15.00
10.00
200.00
15.00
15.00
10.00
20,050.00
1.79
40.00
15.00
15.00
10.00
22,240.31
20,050.00
15.00
15.00
10.00
4,000.00
22,240.31
540.00
500.00
4,000.00
4,000.00
Note: 1 Major parties denote who account for 10% or more of the aggregate for that category of transaction.
2. The related party transaction disclosed are as per the requirement of Accounting standard 18.
3. Accounting Standard 'AS-18' became applicable to the Company for the financial year ended March
accounts Restated Summary Statement as appearing in Annexure 4 to this report.
111
4,000.00
FINANCIAL STATEMENTS
AUDITORS REPORT
The Board of Directors
(formerly known as ASC Enterprises Limited)
B-10, Lawrence Road Industrial Area,
New Delhi-110035
Dear Sirs,
1.
We have examined the Consolidated Financial Information (CFI) of Dish TV India Limited
(formerly known as ASC Enterprises Limited) (herein after referred to as the Company) and
its Subsidiaries [together referred to as the group], as stated in Note 5 of para B of
Annexure-D, annexed to this report for each of the financial period ended on December 31,
2007 and financial years ended on March 31, 2007, 2006, 2005, 2004 and 2003 prepared by
the Company and approved by the Board of Directors for the proposed Rights Issue of equity
shares of the Company, in accordance with the requirements of:
A.
B.
C.
D.
2.
paragraph B of part II of Schedule II to the Company Act, 1956 (hereinafter referred

to as the Act);
the Securities and Exchange Boards of India (Disclosure and Investor Protection)
Guidelines 2000 (the Guidelines) and the clarifications issued by the Securities and
Exchange Board of India (hereinafter referred to as SEBI) on January 19, 2000 as
amended time to time, in pursuance of Section 11 of the Securities and Exchange
Boards of India Act, 1992;
the term of reference received from the Company; and
the Guidance Note on Reports in Company Prospectuses and Guidance Note on audit
Reports / Certificates on Financial Information in Offer Documents Issued by the
Institute of Chartered Accounts of India (ICAI).
The Consolidated Financial Information as referred to in Para 1 above are based on

followings:
a)
The Consolidated Financial Statements (CFS) of the group which have been audited
by us for the nine months ended December 31, 2007 and financial years ended on
March 31, 2007. The Financial Statements for the nine months ended December 31,
2007 are approved by the Board of Directors of the Company for the purpose of
disclosure in the Offer Document being issued by the Company in connection with
the Right Issue of Equity Shares of the Company.
b)
The Company had not prepared Consolidated Financial Statements for the year ended
March 31, 2006, 2005, 2004 and 2003 as the same was not applicable to the
Company at that time. However for the purpose of proposed Rights Issue, the
Company has prepared Consolidated Financial Information for Right Issue (CFIR)
for all these years. The CFI referred to in Para 1 above for all these years are based
on CFIR prepared and certified by the management of the Company.
c)
Included in the CFS and CFIR of the Group are certain entities whose assets and
revenues for the nine months ended December 31, 2007 and financial years ended
March 31, 2007, 2006, 2005, 2004 and 2003, as detailed below, were not audited by
us. This report, in so far as it relates to the amount included in respect of those
entities and period and years, is based solely on financial statements audited under
the Act and reports issued by the respective auditors.
(Rs in lacs)
Particulars
(Not audited
by us)
Assets
December
31, 2007
5,842.73
Financial Period / years

March 31,
March 31, March 31,
2007
2006
2005
4,299.80
-
112
March 31,
2004
-
March 31,
2003
-
Revenues
3.
135.84
72.29
62.11
394.88
d)
Included in the CFS and CFIR for the year ended March 2003 are revenues of Rs.
352.15 lacs relating to subsidiaries, which became subsidiaries during the year, are
based on financial statement certified by Management of the Company This report, in
so far as it relates to the above amounts included is based solely on financial
statements certified by the Company managements.
e)
Included in the CFS & CFIR for the year ended March 2006, 2005, 2004 and 2003
are assets and revenues of one foreign subsidiary, foreign currency translation for
which is done by the management of the Company. This report, in so far as it relates
to the above amounts included is based solely on foreign currency translation
certified by the Company managements.
We report that:
(a) (i) Restated Summary Statement of Assets and Liabilities of the Group, as at December
31, 2007 and March 31, 2007, 2006, 2005, 2004 and 2003 is as set out in Annexure A
to this report, after making such adjustments and regroupings, as described in Para
(3)(a)(v) below, as in our opinion are appropriate and more fully described in the
notes appearing in Annexure D to this report.
(ii)
The Restated Summary Statement of Profit and Loss of the Group for the nine
months period ended December 31, 2007 and for the financial years ended March 31,
2007, 2006, 2005, 2004 and 2003 is as set out in Annexure B to this report. These
profits and losses have been arrived at after making such adjustments and
regroupings as described in Para (3)(a)(v) below, as in our opinion are appropriate
and more fully described in the notes appearing in Annexure D to this report
(iii)
The Restated Summary Statement of Cash Flows for the nine months period ended
December 31, 2007 and for the financial years ended March 31, 2007, 2006 and 2005
is as set out in Annexure C to this report, after making such adjustments and
regroupings in Para (3)(a)(v) below, as in our opinion are appropriate and more fully
described in the notes appearing in Annexure D to this report. Restated Summary
Statement for the financial year ended March 31, 2004 and 2003 not provided as in
the opinion of the Company, the Accounting Standard AS 3 became applicable on the
Company from accounting period starting from April 1, 2004 only.
(iv) The Statement of Significant Accounting Policies applied to all reporting periods in
the financial information, described in Para 3(a)(i) to 3(a)(iii) above, as appearing in
Para A of Annexure D to this report, the Statement of Significant Selected Notes on
the Restated Summary Statement of Assets and Liabilities and Restated Summary
Statement of profit and loss account and Statement of qualifications in Auditors
Report during the reporting period, as in our opinion are appropriate and more fully
described in the notes appearing in para B of Annexure D to this report.
(v)
On the basis of our examination of these Restated Summary Statements, as

highlighted above, we state that:
i.
As explained in Note 13 of Para B of Annexure D to this report, correction

of accounting policies have been adjusted with retrospective effect in the
attached Restated Summary Statements.
ii.
As explained in Note 14.1 of Para B of Annexure D, qualifications in the

auditors report which require any adjustments in the Restated Summary
Statements have been made. However, the qualifications in the auditors
report in respect of nine months ended December 31, 2007 and financial
year ended March 31, 2007, 2006, 2005, 2004 and 2003, where it is not
possible to make adjustments/ rectifications, have been summarised in Note
14.2, 14.3 and 14.4 of Para B of Annexure D to this report;
113
65.95
iii.
Notes on adjustments for Restated Summary Statements are given in para C

of Annexure D to this report, material amounts relating to previous years
have been adjusted in the Restated Statements Summary in the years to
which they relate irrespective of the year in which the event triggering the
profit or loss or asset and liability occurred;
iv.
Exceptional items have been separately disclosed in the Restated Summary

Statements however there are no extraordinary items, which need to be
disclosed separately in the Restated Summary Statements and
v.
There are no revaluation reserves which need to be disclosed separately in

the Restated Summary Statements.
As a result of these adjustments, the amounts reported in the above mentioned

statements/financial information are not necessarily the same as those appearing in
the audited financial statements for the relevant financial years/period.
4.
(b)
The Company has not declared any dividend during nine months ended December
31, 2007 and financial year ended March 31, 2007, 2006, 2005, 2004 and 2003.
(c)
For the financial year ended March, 2004 and 2003, Segment Reporting and Related
Party Transactions are not presented as in the opinion of the Company, the relevant
accounting standards AS-17 and AS 18 respectively became applicable to the
Company from accounting period commencing from April 1, 2004.
(d)
The Company has not prepared Statement of Tax Shelter of the Group for all the
reported periods as the Company has not recognized deferred tax benefits and
liabilities based on the conservative policy of the Company keeping in view
accumulated loss and unabsorbed depreciation.
(e)
We draw reference to Note 4 para B of Annexure D to Selected Notes to Accounts

regarding preparing the accounts on going concern basis.
We have examined the following financial Information relating to the Group, proposed to be
included in the Offer Document, as approved by the Board of Directors of the Company and
annexed to this report:
a)
Capitalization Statement as at December 31, 2007, enclosed in Annexure E.
b)
Details of Secured and Unsecured Loans taken, enclosed in Annexure F.
c)
Details of Investments, enclosed in Annexure G.
d)
Details of Sundry Debtors, enclosed in Annexure H.
e)
Details of Loans and Advances, enclosed in Annexure I.
f)
Details of items of Sales and Services, enclosed in Annexure J.
g)
Details of items of Other Income, enclosed in Annexure K.
h)
Statement of accounting ratios based on the adjusted profits relating to earnings per
share, net asset value, return on net worth, enclosed in Annexure L.
i)
Details of Related Party Transaction (related parties within the meaning of AS 18

issued by ICAI), enclosed in Annexure M.
5.
j)
Details of Segment Reporting, enclosed in Annexure N.
k)
Detail of Contingent Liabilities, as appearing in Note 11 to Para B of Annexure D.
In our opinion, the CFI as referred to in Para 3 and 4 above, read with the respective
significant accounting policies and notes disclosed in Annexure D and after making
114
adjustments and re-groupings as considered appropriate and disclosed in Para 3 (a)(v) above,
has been prepared in accordance with part II of Schedule II of the Act and the Guidelines.
6.
This report should not, in any way be construed as a re-issuance or re-dating of any of the
previous audit reports issued by the auditors for the respective period and years nor should this
reports be construed as a new opinion on any of the financial statements referred to herein.
7.
This report is intended solely for your information and for inclusion in the Offer Document in
connection with the proposed Offer of the Company and is not to be used, referred to or
distributed for any other purpose without our prior written consent.
L. K. Shrishrimal
Partner
M.No.72664
For MGB & Co
Place: Noida
Dated: April 24, 2008
115
Dish TV India Limited (Consolidated)

Restated Summary Statement of Assets and Liabilities of the Group
Annexure-A
(Rs. in lacs)
Particulars
A
For the nine

months ended
December 31,
2007
For the year

ended
March 31,
2007
For the year

ended
March 31,
2006
For the year

ended
March 31,
2005
For the year

ended
March 31,
2004
For the
year ended
March 31,
2003
1,008.71
Fixed Assets
-
1,008.26
1,008.26
Gross Block
7,966.54
7,797.63
1,000.61
1,000.33
1,008.59
7.99
2,138.11
989.88
250.16
150.09
53.13
1.46
Net Block
5,828.43
6,807.75
750.45
850.24
955.46
6.53
Total
5,828.43
6,807.75
750.45
1,858.50
1,963.72
1,015.24
Gross Block
77,159.19
58,002.60
5,847.03
3,797.75
3,625.74
3,908.28
16,605.32
6,439.00
350.84
2,438.20
2,370.52
2,126.49
Net Block
60,553.87
51,563.60
5,496.19
1,359.55
1,255.22
1,781.79
24,286.59
24,476.85
17,759.00
12,299.25
12,460.99
11,822.74
Total (A)
90,668.89
82,848.20
24,005.64
15,517.30
15,679.93
14,619.77
200.26
0.26
0.26
0.26
7.76
7.76
Goodwill on Consolidation
b) Tangible Assets
Investments

Inventories
Sundry Debtors
0.14
0.14
618.77
117.62
51.39
171.20
866.77
498.19
4,346.94
4,183.93
1,011.48
447.94
582.45
361.36
4,364.80
1,277.72
772.27
833.48
1,074.44
469.29
Loans and Advances
20,185.67
15,551.16
11,486.18
12,049.20
9,247.92
21,864.60
Total (C)
29,516.18
21,130.43
13,321.32
13,501.82
11,771.72
23,193.58
Secured Loans
14,429.04
14,449.67
780.85
1,493.98
219.51
55.55
Unsecured Loans
29,575.30
4,850.98
1,844.61
162.41
1,852.41
1,860.00
112,636.39
90,729.62
18,576.97
8,858.42
7,151.08
4,271.13
7,400.00
5,141.72
1,372.17
1,423.09
Minority Interest
48.08
61.80
77.53
52.49
68.58
Total (D)
156,693.22
110,098.85
28,602.43
15,704.61
10,656.97
7,687.30
Networth (A+B+C-D)
(36,307.89)
(6,119.96)
8,724.79
13,314.77
16,802.43
30,133.81
Represented by
Share Capital
Less: Share Suspense (Refer Note 6 of
Annexure D)
4,282.23
7,156.88
7,156.88
7,156.88
7,156.88
7,156.88
2,874.65
4,282.23
4,282.23
7,156.88
7,156.88
7,156.88
7,156.88
16,958.57
16,958.57
37,282.45
36,869.22
36,928.07
37,067.28
(57,548.69)
(27,360.76)
(35,714.54)
(30,711.10)
(27,281.70)
(14,089.15)
0.23
0.82
1.20
(40,590.12)
(10,402.19)
1,567.91
6,157.89
9,645.55
22,976.93
Networth (i+ii)
(36,307.89)
(6,119.96)
8,724.79
13,314.77
16,802.43
30,133.81
Deferred Tax Liability
ii

Reserve)
Less: Debit Balance of Profit and Loss
Account
Less: Miscellaneous Expenditure to the
extent not written off or adjusted
Note:
The above Statement should be read with the Significant Accounting Policies and selected notes to
accounts for Restated Summary Statements as appearing in Annexure D to this Report.
116
For and on behalf of the Board of Directors

For Dish TV India Ltd.
(Jawahar Lal Goel)

Managing Director
(B.D.Narang)
Director
Noida, April 24, 2008
117

Restated Summary Statement of Profit and Loss of the Group
Annexure-B
(Rs. in lacs)
For the nine
months
ended
December
31, 2007
For the
year ended
March 31,
2007
For the
year ended
March 31,
2006
For the
year ended
March 31,
2005
For the
year ended
March 31,
2004
For the
year ended
March 31,
2003
27,590.68
751.02
28,341.70
501.15
28,842.85
19,203.07
887.68
20,090.75
66.23
20,156.98
5,273.78
149.18
5,422.96
(119.81)
5,303.15
4,558.45
412.40
4,970.85
(695.57)
4,275.28
10,259.63
478.85
10,738.48
368.58
11,107.06
4,715.58
325.64
5,041.22
177.33
5,218.55
1,628.07
23,191.76
3,068.26
2,659.22
13,280.39
3,864.99
11,310.95
120.31
22,070.39
2,201.33
2,998.76
9,199.52
1,760.95
6,236.26
984.64
7,982.57
701.26
1,104.21
3,086.69
434.30
488.44
2,148.79
2,580.76
803.20
1,240.89
137.40
334.85
476.91
8,587.28
687.43
859.03
1,313.29
118.66
186.10
480.42
4,341.02
73.35
796.75
1,282.41
115.29
268.15
225.68
59,003.64
44,587.52
14,782.11
7,722.80
12,232.21
7,102.65
(30,160.79)
(24,430.54)
(9,478.96)
(3,447.52)
(1,125.15)
(1,884.10)
(12,084.30)
(30,160.79)
(24,430.54)
(9,478.96)
(3,447.52)
(13,209.45)
(1,884.10)
(16.09)
42.87
0.36
(29.03)
26.61
0.58
18.91
-
0.56
-
0.86
-
4.40
1.68
(30,187.93)
(24,428.70)
(9,497.87)
(3,443.12)
(13,208.33)
(1,884.96)
1.82
13.72
15.68
12.90
(30,187.93)
(24,428.70)
(9,496.05)
(3,429.40)
(13,192.65)
(1,872.06)
(27,360.76)
(35,714.54)
(30,711.10)
(27,281.70)
(14,089.15)
(12,217.09)
177.00
4,315.61
0.10
32,685.92
96.56
(57,548.69)
(27,360.76)
(35,714.54)
(30,711.10)
(27,281.70)
(14,089.15)
(30,615.67)
(24,007.08)
(21,489.65)
(3,970.45)
(854.84)
(1,853.98)
Particulars
INCOME
Sales & Services (Refer Annexure J)
Other Income (Refer Annexure K )
Total
EXPENDITURE
Purchases
Operating Costs
Personnel Cost
Financial Charges
Total
Profit/(Loss) before Tax &
Exceptional item
Exceptional item (Refer Note 10.1 to
Annexure D)
Exceptional item
-Deferred Tax
-Fringe Benefit Tax
-Wealth Tax
Written Back
Profit/(Loss) after Tax but before
Minority Interest
Minority Interest
Profit/(Loss) after Tax and Minority
Interest
Impact of change in Ownership
interest
Profit on sale of Subsidiary (Refer
Note 1 below)
Less: Transfer to Restructuring
Account (Refer Annexure D)
Add: Balance received from
Subsidiary pursuant to the Scheme
118
Total of Adjustments (See para C.2 of

Annexure D)
Net Profit/(Loss) After Adjustment
427.74
(421.62)
11,991.78
527.33
(12,353.49)
(30.98)
(30,187.93)
(24,428.70)
(9,497.87)
(3,443.12)
(13,208.33)
(1,884.96)
Note: 1) Profit on Sale of Investment represents reversal of losses, reserves and goodwill on sale of investment
in subsidiaries.
2)
The above statement should be read with the Significant Accounting Policies and Selected Notes to
Accounts for Restated Summary Statements, as appearing in Annexure D to this Report.

(Jawahar Lal Goel)

Managing Director
(B.D. Narang)
Director
119

Restated Summary Statement of Cash Flow of the Group
Annexure-C
(Rs. In lacs)
For the nine
months ended
December
31, 2007
Particulars
A)
B)
C)
Cash Flow from Operating Activities

Net Profit/(Loss) before Tax
Adjustment for :
Interest Income
Loss on Sale of Assets/Impairment
Profit on sale of Fixed Assets
Profit on sale of Investments(Subsdiary)
Provision for Doubtful Debts and Advances
Exchange Adjustments
FCT Reserves
Interest Expenses
Balances Written Off
Miscellaneous Expenses written off
Operating Profit before Working Capital Changes
Adjustment for :
Decrease/(Increase)in Inventories
Decrease/(increase) in Trade and Other Receivables
Increase/(Decrease) in Trade and Other Payables
Cash Generated from Operations
Less : Direct Taxes Paid (net of Refunds)
Net Cash Flow from Operating Activities
Cash Flow from Investing Activities
Proceeds from Sale of Investments
Purchase of Investments
Security Received against Capital goods
Proceeds from Sale of Fixed Assets
Purchase of Fixed Assets (including Capital Work in
Progress)
Direct Taxes paid for investing purpose(Net)
Loans given to Others
Loan repaid by Others
Advance Share Application to Others
Share Application money refund received
Interest received
Net Cash Flow from Investing Activities
Cash Flow from Financing Activities
Advance Share Application Money Received
Repayment of Advance Share Application Money Received
Interest Expenses
Net Proceeds from Long Term Borrowing
Proceeds from Short Term Borrowing
Repayment of Short Term Borrowing
Net Cash Flow from Financing Activities
Net Cash Flow during the period/year (A+B+C)
Cash and Cash Equivalents received pursuant to the Scheme
Cash and Cash equivalents at the beginning of the period/year
Cash and Cash equivalents at the end of the period/year
Cash and Cash Equivalents at the end of the period/year
comprises of:
Cash in Hand
Balances with Scheduled Banks in Current Accounts
Balances with Scheduled Banks in Short Term Deposit
120
For the
year ended
March 31,
2007
For the
year ended
March 31,
2006
For the
year ended
March 31,
2005
(30,160.79)
11,310.95
(492.97)
2.41
(24.78)
(15.95)
3,647.29
-
(24,430.54)
6,236.26
(582.82)
134.03
576.94
(32.08)
1,438.60
0.16
(9,478.96)
488.44
(31.28)
1.97
(42.04)
79.47
413.23
87.34
50.00
0.23
(3,447.52)
476.91
(275.55)
352.10
(24.02)
73.39
(58.85)
247.82
0.59
(15,733.84)
(16,659.45)
(8,431.60)
(2,655.13)
(501.14)
(4,225.88)
20,562.17
101.31
140.10
(38.79)
(66.23)
(4,115.76)
42,002.34
21,160.90
105.91
21,054.99
119.81
(3,568.13)
6,308.16
(5,571.76)
14.55
(5,586.31)
695.57
253.45
1,713.34
7.24
44.99
(37.75)
6,324.78
(6,500.00)
3.23
505.60
11.14
1,823.51
3,407.96
462.73
7.50
41.43
(19,124.87)
(36,185.98)
(10,613.62)
(734.52)
(10.51)
29.00
42.93
(19,235.46)
(1.69)
(2,074.00)
1,908.33
(700.00)
1,000.00
54.63
(35,481.97)
(8,850.75)
12,442.64
(300.00)
31.28
(1596.25)
(2,925.51)
25.98
275.69
(3,309.43)
(2,188.56)
(32.07)
44,894.96
(20,313.00)
22,361.33
3,087.08
1,277.72
4,364.80
(1,321.97)
(41.26)
19,154.36
(3,001.50)
14,789.63
362.65
142.80
772.27
1,277.72
7,555.00
(1,370.00)
(92.70)
18.36
2,280.70
(1,270.00)
7,121.36
(61.20)
833.48
772.27
3,770.00
(0.45)
(242.47)
(7.72)
1,276.84
(1,690.00)
3,106.20
(240.96)
1,074.46
833.48
10.06
834.96
2,866.14
1.83
635.65
-
1.54
218.52
-
6.91
117.63
-
Accounts
Balances with Scheduled Banks in Fixed Deposit Accounts
653.64
640.24
552.21
708.84
Cheques/drafts/credit card slip in Hand
0.10
Note:1. Accounting Standard 'AS-3' became applicable to the Company for the financial year ended March 31, 2005 hence above
statement includes cash flow statement for the financial year ended March 31, 2005 and onward.
2. Assets and Liabilities received pursuant to the Scheme of Arrangement and business acquired are not considered in the above
cash flow statement, being non cash transaction.
3. The above statement should be read with the Significant Accounting Policies and Selected Notes to Accounts for Restated
Summary Statements, as appearing in Annexure D this Report.

(Jawahar Lal Goel)
Managing Director
(B.D. Narang)
Director
121

Annexure-D
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND SUMMARY OF SELECTED NOTES
TO ACCOUNTS TO THE RESTATED SUMMARY STATEMENTS
A)
SIGNIFICANT ACCOUNTING POLICIES

(a)
Accounting Convention:
i. The Company generally follows mercantile system of accounting and recognizes income and
expenditure on accrual basis except those with significant uncertainties.
ii. The financial statements have been prepared on historical cost convention and in accordance with
the accounting standards referred to in Section 211 (3C) of the Companies Act 1956.
(b)
Fixed Assets:
I.
Intangible fixed assets
i. Goodwill arising on consolidation represents the excess of cost to the parent of its investment in
subsidiaries company over the parents portion of equity, at the date on which investment in
subsidiary is made.
ii.
Software is capitalized as an intangible asset on meeting recognition criteria.
iii.
DTH License fee paid is considered as an intangible asset and stated at cost less amortization.
II.
Tangible fixed assets
i. Tangible fixed assets are stated at Cost less accumulated depreciation. Cost includes capital cost,
freight, installation cost, duties and taxes and other incidental expenses incurred during the
construction/installation stage attributable to bringing the assets to working condition for its
intended use.
ii.
iii.
(c)
All capital costs and incidental expenditure incurred during pre operational period and advances
paid for capital expenditure are shown as Capital work- in-progress.
Customer premises equipments are being capitalized on its activation.
Depreciation/Amortization:
i. Depreciation is provided on tangible fixed assets including leased assets at the rates adopted in the
accounts of respective subsidiaries as permissible under applicable law, on straight line method
from the time they are available for use, so as to write off their cost over estimated useful life of
the assets. However the depreciation rates for assets listed below are higher than the minimum
rates specified in Schedule XIV of the Companies Act, 1956:S.No.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
Particular
Customer Premises Equipment
Network Equipment
Equipment on rental
Demonstration Equipment
Decoders
Office Equipments
Software
Signage
Digital Posters
Furniture and Fixture
Vehicle
122
Rate
20%
14.29%
20% to 40%
20% to 33.33%
10%
4.75% to 14.29%
16.21% to 20%
33.33%
20%
6.33% to 14.29%
9.5% to 14.29%
ii. No part of goodwill arising on consolidation is amortized whereas goodwill arising on acquisition
is amortized over a period of five years
iii. Leasehold improvements are amortized over the period of lease.
iv. License fee is amortized over the period of license.
v. Depreciation on other intangible assets is amortized over the economic useful life of the assets as
estimated by the management.
(d) Revenue Recognition:
i. Subscription revenue is recognized on completion of service.
ii. Incomes from other services are recognized on the completion of services. Period based services
are accounted proportionately over the period of service.
iii. Sale of goods are recognized when risk and rewards of ownership are passed on to the customer,
which is generally on dispatch of goods.
iv. Lease rentals are recognized as revenue as per the terms of the agreement.
v. In the case of sales under deferred payment scheme, amounts of installments receivable are
allocated towards revenue from sale of radios and network airtime revenue based on
managements estimates. The amount allocated towards network revenue is recognized on accrual
basis over the period of the contract.
(e) Investments:
i.
ii.
Long term Investments are stated at cost. Provision for diminution in value of long term
investments is made, if the diminution is other than temporary.
Current Investments are stated at cost or fair value, whichever is lower.
(f) Inventories:
Inventories including material lying with third parties are valued at the lower of cost or net
realizable value and cost is identified on weighted average basis except in case of three
subsidiaries where cost is identified on first in first out basis. The effect is unascertained. Stock
under deferred payment scheme is stated at proportionate value of future rental revision.
(g) Retirement Benefits:
The Accounting Standard (AS) 15, Employee Benefits (revised 2005), issued by the Council of
Institute of Chartered Accountants of India, originally comes into effect in respect of the
accounting periods commencing on or after April 01, 2006 and was mandatory in nature from that
date. Consequently, the above standard becomes applicable to the Group for any period on or after
the effective date. However, subsequently the Council of the Institute has deferred the mandatory
applicability of the standard for all periods on and after 7 December 2007. The Group adopted the
Accounting Standard (AS) 15, Employee Benefits (revised 2005) for the first time in preparing
the financial statements for the period April 01, 2006 to March 31, 2007. For the purpose of the
restated statements, AS-15 (revised) has not been applied for the years ended March 31, 2006,
2005, 2004 and 2003 as the same was not applicable in those years. The restated financial
statements for those years have been prepared in compliance with the erstwhile Accounting
Standard (AS) 15. Consequently significant impact, if any, of applicability of the new standard has
not been recognized in the restated statements for the years ended March 31, 2006, 2005, 2004 and
2003. .
123
I.
For the year ended March 31, 2006, 2005, 2004 and 2003
i. Provident fund and gratuity benefits

Retirement benefits to employees comprise contributions to provident fund and gratuity. Provident
fund contributions are charged to the Profit and Loss Account. The contribution to employees
gratuity fund Scheme of Life Insurance Corporation (LIC) is charged to profit and loss account
except in a case of one subsidiary where liability is provided based on actuarial valuation at year
end. Further, provision is made for the shortfall, if any, based on actuarial valuation at the year
end by an independent actuary. Effective from 31st March, 2006, the Company has discontinued
the payment of contribution to gratuity fund scheme of LIC.
ii. Leave Encashment
Provision for leave encashment is made on the basis of actuarial valuation at year-end and
incremental provision is charged to the Profit and Loss Account on accrual basis.
II. For the year ended March 31, 2007 and nine months ended December 31, 2007
i. Defined contribution plan
In respect of retirement benefits in the form of provident fund, the contribution payable by the
Group for a year is charged to the profit and loss account for the year.
ii. Defined Benefit plan
The present value of defined benefit obligation and the related current service cost are measured
using the projected unit credit methods with actuarial valuation being carried out at each balance
sheet date.
Leave encashment:
Liability for leave encashment is provided on the basis of actuarial valuation at the balance sheet
date and is not funded.
Gratuity
Gratuity liability for the year is provided on the basis of actuarial valuation as per defined
retirement plan covering eligible employees. The plan provides payment to vested employees on
retirement, death or termination of employment of an amount based on the respective employees
salary and the term of employment with the Company. The obligation is not funded except is the
case of two subsidiaries.
The Group has changed the method of computing provision for gratuity and leave encashment
from the method prescribed under AS 15 (Accounting for Retirement Benefit) to AS 15 (Employee
Benefit) (revised 2005). Pursuant to the adoption, the transitional obligation of the Company
amounting to Rs 22.40 lacs has been adjusted against general reserve as provided in the AS.
(h) Employees Stock Option Scheme:
In respect of stock option granted pursuant to the Companys Stock Option Scheme, the intrinsic
value of option is treated as discount and accounted as employee compensation cost over the
vesting period.
(i) Foreign Currency Transactions:
Transactions in foreign currency are recorded at the exchange rate prevailing on the date of
transaction. Monetary assets and liabilities denominated in foreign currency are translated at the
exchange rate prevailing at the balance sheet date and gains or losses on translation are recognized
in Profit and Loss account. Non monetary foreign currency items are carried at cost.
(j) Borrowing Cost:
124
Borrowing costs that are attributable to the acquisition or construction of qualifying assets are
capitalized as a part of such assets. All other borrowing costs are charged to revenue.
(k) Taxes on Income:
Tax expense comprise of current, deferred and fringe benefit tax. Current income tax and fringe
benefit tax is measured as the amount expected to be paid to the tax authorities in accordance with
Indian Income Tax Act. Deferred Tax is recognized, subject to consideration of prudence, on
timing difference, being the difference between taxable income and accounting income that
originate in one period and are capable of reversal in one or more subsequent periods and
measured using relevant enacted tax rates. At the balance sheet date the company assesses
unrealized deferred tax assets to the extent they become reasonably certain or virtually certainty of
realization as the case may be.
(l) Lease:
Operating Lease
Lease of the assets where all the risk and rewards of ownership are effectively retained by the
lessor are classified as operating lease. Lease payments/revenue under operating lease are
recognized as an expense/income on accrual basis in accordance with respective lease agreement
Finance Lease
Assets acquired under finance lease are capitalized and the corresponding lease liabilities is
recorded at and amount equal to the fair value of the lease assets at the inception of the lease.
Initial cost incurred in connection with the specific leasing activities directly attributable to
activities performed by the Company are included as part of the amount recognized as an asset
under the lease.
(m) Earning Per Share:
Basic earnings per share is computed and disclosed using the weighted average number of
common shares outstanding during the period. Diluted earnings per share is computed and
disclosed using the weighted average number of common and dilutive common equivalent share
outstanding during the period except where the result would be anti dilutive.
(n) Impairment:
If the carrying amount of fixed assets exceeds the recoverable amount on the reporting date, the
carrying amount is reduced to the recoverable amount. The recoverable amount is measured at the
higher of the net selling price and value in use determined by the present value of estimated cash
flows.
(o) Miscellaneous Expenses:
Preliminary expenses till March 31, 2006 are written off over five years except in the case of one
subsidiary preliminary expenses are written off over 10 years.
B)
1.
SUMMARY OF SELECTED NOTES TO ACCOUNTS

Background
Dish TV India Limited (herein referred to as the parent company, the company or Dish) along with
its subsidiaries (collectively known as the Group) presently encompassing Direct to Home (DTH)
Satellite Television Service which includes teleport service, customer support, transponder space leasing
etc.
125
The group derives revenue mainly from subscription and network revenue from customers, lease rent on
equipment meant for using service provided by the group, teleport services, trading in electronic devices
etc.
During the year 2006-07, the name of the company has been changed from ASC Enterprises Limited to
Dish TV India Limited.
2.
Use of Estimates:
The preparation of the consolidated financial statements (CFS) in accordance with the Generally Accepted
Accounting Principles requires the management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosure of contingent liabilities as at the date of the financial statements
and the reported amount of revenue and expenses of the year. Actual results could differ from those
estimates.
3.
Shareholders Fund:
3.1
Capital Structure:
(Rs. in lacs)
Share Capital
Nine Months Period

ended
December 31, 2007
A. Authorized Capital
730,000,000 Equity Shares of Re. 1 each
B. Issued, Subscribed and Paid-up
428,222,803 (715,687,650) Equity Shares of Re. 1 each fully paid up
Share Capital Suspense
Total
Year ended
March 31, 2007
7,300.00
7,300.00
4,282.23
4,282.23
7,156.88
(2,874.65)
4,282.23
Note-Refer Note 6 below for change in capital structure pursuant to the Scheme for Arrangement.
3.2
Reserves and Surplus:

(Rs. in lacs)
Particulars
Nine Months Period

ended
December 31, 2007
Securities Premium
As per last Balance Sheet
Less: Transferred to Restructuring Account
Total
General Reserve
Transferred from Restructuring Account pursuant to the Scheme
Less: Adjustment pursuant to transitional Provision as per AS-15
Total
4.
Year ended
March 31, 2007
37,282.45
37,282.45
-
16,958.57
16,958.57
16,980.97
22.40
16,958.57
Going Concern:
The restated CFS has been prepared assuming the Company will continue as a going concern. The
management believes that it is appropriate to prepare these financial statements on a going concern basis,
for the following reasons:
4.1
The Company hold DTH license from Government of India for a considerable long time.
4.2
The Company is the first to launch DTH services in India. This business necessitates long gestation
period to stand on its feet. Being first mover, the Company has incurred huge expenses on
awareness of the product, brand building on a pan India basis. The benefit of these expenses will
accrue in the future years.
4.3
The Promoters are 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.
126
Hence no adjustment is made on account of reclassification of assets and liabilities for the going
concern assumption.
5.
Basis of Consolidation:
5.1
The Consolidated Financial Statements (CFS) of the Group are prepared under the historical cost
convention on going concern basis (except in case of two subsidiary where going concern is not
certain) in accordance with Generally Accepted Accounting Principles in India and the Accounting
Standard (AS) 21 on Consolidated Financial Statements issued by the Institute of Chartered
Accountants of India (ICAI), to the extent possible in the same format as that adopted by the parent
company for its separate financial statements by regrouping, recasting or rearranging figures
wherever considered necessary. The significant inconsistencies in accounting policies are disclosed
wherever applicable and no adjustment are made in CFS for such inconsistencies.
The consolidation of the financial statements of the parent company and its subsidiaries is done to
the extent possible on line to line basis by adding together like items of assets, liabilities, income
and expenses. All significant intra group transactions, balances and unrealized inter company
profits have been eliminated in the process of consolidation.
5.2
The parent company and its subsidiaries prepare its financial statements under the historical cost
convention, in accordance with Generally Accepted Accounting Principles (GAAP) prevalent in
India.
5.3
The CFS includes the Financial Statements of the parent company and the subsidiaries as listed in
the table below. Subsidiaries are consolidated from the date on which effective control is acquired
and are excluded from the date of transfer/disposal.
Name of Subsidiary
Direct Subsidiaries
Agrani Convergence Limited.
Agrani Satellite Services Limited.
Agrani Wireless Services Limited.*@
Agrani Satellite Communication
Enterprises (Gibraltor) Limited. *
Integrated Subscribers Management
Services Ltd (Formerly known as
Agrani Telecom Limited).#
Indirect Subsidiaries
Quick Call Private Limited.*$
Smart Talk Private Limited.*$
Bhilwara Telenet Services Limited.*$
Procall Private Limited.*$

31 Mar
31 Mar
31 Mar
31 Mar
'07
'06
'05
'04
31 Dec
'07
31 Mar
'03
51.00
100.00
-
51.00
100.00
-
51.00
100.00
-
100.00
100.00
98.80
100.00
100.00
98.80
100.00
100.00
98.80
100.00
100.00
100.00
100.00
100.00
100.00
50.96
50.96
50.96
99.37
50.96
50.96
50.96
99.37
50.96
50.96
50.96
99.37
Essel Telecom Holdings Limited.*$

98.01
98.01
* Ceased to be subsidiary on 31st March, 2006.
# Ceased to be subsidiary on 28th August, '2003 and again became subsidiary on 1 April, '2006 on transfer of
investment to the parent company under the Scheme of Arrangement.
$ Became subsidiary on 4th December, 2002
@ Holding reduced to 52.294% on April 13, 2005.
5.4
Minority interest in subsidiary represents the minority shareholders proportionate share of the net
assets and net income.
5.5
In case of subsidiaries sold on 31st March, 2006 (as per listed above in para 5.3), for consolidation
purposes Profit and Loss account for the previous year ended 31st March, 2006 is considered on
line by line basis as per the audited accounts.
127
98.01
5.6
In case of subsidiaries acquired or ceased to be subsidiaries during a year (as per listed above in
para 5.3), for consolidation purposes Profit and Loss account for year is considered on line by line
basis based on the management accounts and therefore unaudited.
5.7
In the case of subsidiaries where going concern assumption is in doubt, the accounts are restated on
net realizable value estimated by the management.
6. The Scheme of Arrangement

During the financial year ended 31st March, 2007, The Scheme of Arrangement (the Scheme) under
Section 391 to 394 read with Section 78, 100 and other applicable provisions of the Companies Act 1956
between Zee Entertainment Enterprises Ltd. (ZEEL) (formerly known as Zee Telefilms Limited), Siti Cable
Network Limited (SITI) and New Era Entertainment Network Ltd. (NEENL) and Dish TV India Limited
(the Company) (formerly known as ASC Enterprises Limited) and their respective shareholders have been
sanctioned by the Honble High Court of Judicature at Mumbai and High Court of Judicature at New Delhi
vide their respective order dated 12th January, 2007 and 18th December, 2006 and a copy of these orders
have been filed with the respective Registrar of Companies on 17th January, 2007 and 19th January, 2007
respectively. The Scheme has been given effect in financial statements for the year ended 31st March 2007
except actual allotment and reorganization of share capital which has taken place in the financial period
ended 31st December, 2007.
6.1
Pursuant to the Scheme, Direct Consumer Services undertaking (DCS) of ZEEL including
investment made by ZEEL in SITI and the entire business and whole of the undertaking of the
transferor Companies i.e. SITI and NEENL have been transferred to and vested in the Company on
appointed date i.e.1st April, 2006 on going concern basis. The assets and the liabilities of DCS
undertaking of ZEEL at book value and of SITI and NEENL at fair value accounted on purchase
method as per Accounting Standard-14 have been transferred to and vested in the Company as
under.
(Rs. in lacs)
Particulars
Gross Block of Fixed Assets
DCS undertaking of ZEEL

3,204.42
SITI
757.24
NEENL
265.17
475.67
2,728.75
757.24
265.17
3,293.48
193.64
10.00
14197.14
5,000.00
6,900.00
1,057.76
4248.97
17,119.53
10,118.48
11414.14
Less: Depreciation
Net Block of Fixed Assets
Investments
Share Application Money
Total Assets (A)
Loan Funds
Total Liabilities (B)
Surplus/(Deficit) (A-B)
6.2
3,263.25
10.70
71.00
0.20
14,353.63
11244.95
3,263.45
14,364.33
11315.95
13,856.08
(4245.85)
98.19
Reorganization of Share Capital

6.2.1
The paid up equity share capital of the Company had been sub-divided on 25th
September, 2006 by splitting 71,568,765 equity share of Rs. 10 each into 715,687,650
equity share of Re. 1 each.
6.2.2 Pursuant to the Scheme following effect are given in the financial statements for the year
ended 31st March, 2007 considering the shareholding pattern of ZEEL on record date i.e.
20th February, 2007:
997,203,560 equity shares of Re 1 each fully paid to be issued in the ratio of 23 equity
shares of Re 1 each fully paid up of the Company for every 10 equity shares of Re 1
each fully paid up of ZEEL.
128
6.2.3
6.3
Reduction of above equity share capital by way of cancellation of 3 equity shares of Re

1 each fully paid up for every 4 equity shares of Re. 1 each fully paid up resulting in
final issues of 249,300,890 equity shares of Re. 1 each fully paid up.
Pending actual action, the difference on allotment, cancellation, reduction and issue of
Share Capital as above has been taken to the Share Capital Suspense under the head
share capital. The actual action has been taken during the period ended 31st December,
2007.
The share capital of the Company Rs. 715,687,650 divided into 715,687,650 equity
shares of Re 1 each fully paid up will be reduced by cancellation of 3 equity shares of Re 1
each fully paid up for every 4 equity shares of Re 1 each fully paid up. The resultant Share
Capital will be Rs. 1,789.22 lacs. Pending actual reduction Rs. 5,367.66 lacs has been taken
to Share Capital Suspense under the head share capital.
Pursuant to the Scheme, surplus Rs. 16,980.97 lacs in the Restructuring Account after carrying out
following adjustments as per the Scheme has been transferred to General Reserve Account.
6.3.1 The value of net assets of DCS undertaking of ZEEL as reduced by the face value of equity
shares to be issued amounting to Rs. 11,363.07 lacs has been credited to Restructuring
Account as prescribed in the Scheme.
6.3.2 The value of net assets/ (liabilities) of SITI and NEENL amounting to (Rs. 4,,439.48
lacs)and Rs. 93.20lacs respectively, as reduced by the cancellation of the investments
amounting to Rs. 193.64 lacs and Rs. 5.00 lacs respectively has been (debited)/credited to
Restructuring Account as prescribed in the Scheme.
6.3.3 Balance in Share Premium Account and Profit and Loss Account (Debit Balance)
amounting to Rs. 37,282.45 lacs land Rs. 32,685.93 lacs respectively has been transferred to
Restructuring Account.
6.3.4 Reduction in Share Capital Rs. 5,367.66 lacs has been transferred to Restructuring Account.
7.
6.4
Pursuant to demerger of DCS undertaking of ZEEL, SITI and NEENL became wholly owned
subsidiaries of the Company and hence upon the merger of Subsidiaries with the Company, entire
equity share capital of these Companies stand automatically cancelled and hence there will not be
any issue and allotment of shares of the Company.
6.5
The transactions of NEENL, SITI and DCS business of ZEEL between the appointed date and the
effective date are deemed to be made on behalf of the Company. Accordingly, all assets, liabilities,
income and expenditure of the demerged undertakings for the said period are taken over by the
Company and given effect in those financial statements.
6.6
The assets, license and agreements etc. transferred pursuant to the Scheme of Arrangement are in
the process of registration/transfer in the name of the Company.
During the financial year ended 31st March, 2007, the Company acquired DTH Equipment Unit Business
(DEU) of Essel Agro Private Limited on a going concern basis vide agreement to transfer DTH Equipment
Unit (DEU) Business dated 31st December, 2006. Pursuant to the agreement following assets and liabilities
have been acquired and are included in these financial statements. The goodwill arising on acquiring of
DEU Business amounting to Rs. 4,511.78 lacs (including purchase consideration Rs. 5.00 lacs) has been
treated as intangible asset.
(Rs. in lacs)
Particulars
Fixed Assets
Amounts (Rs.)
15,034.97
214.03
15,249.00
19,755.78
Total Assets
129
Net Deficit
8.
4506.78
Taxes on Income
8.1
In view of the losses incurred during all the years/period covered in restated account and brought
forward losses, provision for taxation is not required under the provisions of Income Tax Act, 1961.
8.2
The component of the deferred tax balance accounted in the case of a subsidiary are as under:(Rs. in lacs)
Nine Months Period
ended
December 31, 2007
Particulars
Deferred Tax Assets
Unabsorbed Depreciation & Business Losses
Total
Deferred Tax liabilities
Depreciation
Total
Deferred Tax Balance (Net)
8.3
965.74
965.74
632.32
632.32
1018.23
1018.23
52.49
700.90
700.90
68.58
As per the requirement of Accounting Standard -22 issued by The Institute of Chartered
Accountant of India, applicable from period 1st April, 2001, the accumulated deferred tax (net)
assets of the Parent Company not taken into accounts based on conservative policy of the parent
Company amounting to Rs. 21,615.05 lacs (year ended 31st March, 2007 Rs 11,614.44 lacs) is as
per detail given below .
Particulars
Nine Months Period

ended
December 31, 2007
Deferred Tax Assets

Depreciation
Disallowances under the Income Tax Act
Total
Deferred Tax Liabilities
Depreciation
Total
Deferred Tax Balance (Assets)(Net)
9.
Year ended
March 31, 2007
Year ended
March 31, 2007
21,237.95
45.76
331.34
21,615.05
12,211.92
313.99
12,525.91
21,615.05
911.47
911.47
11,614.44

Capital work in progress comprises of equipments [including customer premises equipment (CPE)], capital
goods in transit, capital advance and pre operative project expenses (to be eventually allocated to fixed
assets on commencement of commercial operation). The CPE with dealer, distributor and others subject to
confirmation and CPE with the Company are subject to physical verification and reconciliation.
10. Others Disclosures

10.1
Exceptional item expensed in the financial year ended 31st March, 2004 represents provision for
doubtful advance Rs. 12,084.30 lacs (including Rs 8277.08 lacs due from subsidiary of a
shareholder) relating to multi mission satellite system project. The approval of the Reserve Bank of
India is yet to be obtained.
10.2
Sharing of Expenses:
The expenses under various heads are net of expenses shared other related parties as per
arrangement.
10.3
As per advice received and in terms of DTH license agreement the Company has provided license
fee on its gross revenue from DTH subscribers.
130
10.4
In the financial statement for the year ended 31 March 2005, the Company has granted rights to
distribution, marketing and aggregation (DTH Service) w.e.f. 1st April 2004 for a lump sum
consideration of Rs 410 lac p.a. to New Era Entertainment Network Limited (NEENL) which has
been terminated on 15 June 2005. The Company has provided license fees payable to Pay &
Accounts Officer, Ministry of I & B, New Delhi on the revenue accounted by NEENL from these
services.
10.5
As at the balance sheet date, the Company has following foreign currency payable and receivables
which are not hedged by a derivative instrument or otherwise
(Amount in lacs)
Particulars
Receivables
Payables
10.6
Nine Months Period ended

December 31, 2007
Value in
Equivalent to
USD$
INR (RS.)
5.90
230.68
97.03
3852.11
Year ended
March 31, 2007
Value in
Equivalent to INR
USD$
(RS.)
3.75
160.99
88.12
3864.05
Employee Stock Option Plan ESOP-2007

The Company instituted the Employee Stock Option Plan ESOP-2007 to grant equity based
incentives to its eligible employees. The ESOP-2007 (The Scheme) had been approved by the
Board of Directors of the Company at their meeting held on June 28, 2007 and by the shareholders
of the Company by way of special resolution passed at their Annual General Meeting held on
August 03, 2007, to grant aggregating 4,282,228 options ( not exceeding 1% of the issued and paid
up equity share capital of the Company as on March 31, 2007), representing one share for each
option upon exercise by the employee of the Company at a exercise price determined by the
Board/remuneration committee. The Scheme covers grant of options to the specified permanent
eligible employees of the Company as well as of its subsidiaries and also to non-executive
directors of the Company including independent directors. Pursuant to the Scheme, the
Remuneration Committee has on August 21, 2007 granted 3,073,050 options to specified eligible
employees of the Company at the market price determined as per the SEBI Guidelines.
The options granted under the Scheme shall vest not less than one year and not more than five
years from the date of grant of options. Under the terms of the Scheme, 20% of the options will
vest in the employee every year equally. The Option grantee must exercise all vested options
within a period of four years from the date of vesting. Once the options vest as per the Scheme,
they would be exercisable by the Option Grantee at any time and the shares arising on exercise of
such options shall not be subject to any lock-in period.
The movement in the options granted to the Employee during the period is set out below:Particular
Date of Grant
Market Value on date of grant of the options (per Share)
Exercise Price
Vesting Period
Options Granted (Nos.)
Option Lapsed (Nos.)
Options Forfeited (Nos.)
Options Exercised
Options Expired
Options Outstanding at end of the period (Nos.)
Options exercisable at the end of the period
Grant of Options
August 21, 2007
Rs.75.20
Rs.75.20
Five Years
3,073,050
146,900
NIL
NIL
NIL
2,926,150
NIL
The Company has granted options to the employees at a exercise price of Rs. 75.20 per share being
the latest market price as per SEBI Guidelines. In view of this, there being no intrinsic value (being
the excess of the market price of share under ESOS over the exercise price of the option) on the
date of grant, the company is not required to account the accounting value of option as per SEBI
Guidelines.
131
10.7
Figures of period ended 31st December, 2007 are not comparable with previous all financial years.
11. Contingent Liability not provided for

11.1
(Rs. in lacs)
Particulars
Estimated
amount
of
contract
remaining to be
executed
on
capital account
and not provided
for
(Net
of
advance)
Bank guarantees
given on behalf
of subsidiaries
Guarantees
given on behalf
of
other
company
Guarantees
given by bank
on our behalf
Disputed
Income
tax,
Sales Tax / VAT
demand
Claim
against
the company not
acknowledged
as debt
Nine Months
Period ended
December 31,
2007
4,006.11
Year ended
March 31,
2007
Year ended
March 31,
2006
Year ended
March 31,
2005
Year ended
March 31,
2004
Year ended
March 31,
2003
4,523.07
1,754.86
0.20
0.20
2.20
100.00
400.00
550.00
240.00
240.00
40.00
540.00
540.00
45.00
6,127.25
5,011.00
5,050.05
5,043.27
5,063.27
1,073.05
5,04.55
991.44
961.44
31.44
167.75
2.91
Unascertained
Unascertained
Unascertained
Unascertained
Unascertained
Unascertained
11.2
The Entertainment Tax Authorities, Noida has raised a demand of Rs. 404.60 lacs on account of
entertainment tax for the period from November, 2003 to February, 2004. The Company has filed
petition against the demand, which is pending. Further the authorities have intimated a total demand
of Rs. 920.20 lacs till 31st March, 2007.
11.3
Entertainment Tax demand Rs. 63.35 lacs raised by various entertainment tax authorities of
Utrakhand state have been challenged and the petition is pending before the High Court. The
demand has been stayed by the High Court.
11.4
The Company has given a guarantee for the performance of the term and conditions of satellite
capacity agreement between a subsidiary of the company namely Agrani Satellite Services Limited
and the vendor which is strategically important for the business of the Company.
12. Lease
12.1
In respect of assets taken on operating lease

The Groups significant leasing arrangements are in respect of operating leases taken for offices,
residential premises, transponder etc. These leases are cancelable operating lease agreements that
are renewable on a periodic basis at the option of both the lessee and the lessor. The initial tenure of
the lease generally is for 11 months to 120 months. The details of assets taken on operating lease
are as under:(Rs. in lacs)
Particulars
Nine Months
Year
132
Year
Year
Year
Year
Period ended
December 31,
2007
3,208.50
ended
March 31,
2007
4,040.96
ended
March 31,
2006
3,849.59
Lease
rental
Charges for the
period
(net
of
shared cost)
Future Lease Rental obligation payable (Under non-cancelable lease)
Not later than one
175.51
1,411.19
year
Later than one year
396.67
70.59
but not later than
five years
More than five
414.09
years
12.2
ended
March 31,
2004
685.03
ended
March 31,
2003
442.31
2.74
0.33
The Company has leased out assets by way of operating lease and the gross book value of such
assets, its accumulated depreciation and depreciation for the period / year is as given below.
(Rs. in lacs)
Year ended
March 31,
2007
Year ended
March 31,
2006
Year ended
March 31,
2005
Year ended
March 31,
2004
Year ended
March 31,
2003
2,731.55
196.88
152.72
253.09
322.93
Gross Value of the

64,023.83
47,219.24
5,158.91
Assets
Accumulated
13,599.09
4,600.02
199.60
Depreciation
Depreciation for the
8,999.07
4,460.91
233.86
year
Future lease rental revenue ( Under non cancelable lease)
Not later than one
6,713.32
4,556.00
231.12
year
Later than one year
19,304.69
14,475.65
4,382.54
but not later than five
years
More than five Year
-
2,597.40
659.91
558.77
301.40
351.76
334.24
100.62
80.92
90.00
Particulars
Lease rental income
for the period
12.3
ended
March 31,
2005
2,190.51
Nine Months
Period ended
December 31,
2007
3,159.34
The group has sold radios on hire-purchase basis. Future minimum lease payments receivable at
the end of the period/years are as follows.
( Rs.in lacs)
Particulars
Nine Months
Period ended
December 31,
2007
Year ended
March 31,
2007
Year ended
March 31,
2006
Year ended
March 31,
2005
Year ended
March 31,
2004
Not later than one

73.16
18.35
year
Later than one year
43.19
8.97
but not later than
five years
More than five Year
29.96
9.38
Note:1) Since the radios are sold at cost and a part of the total receipts are allocated towards such cost, the
present value of the future minimum lease payment receivable is not ascertainable.
2) Few subsidiaries ceased to be subsidiary on 31st March, 2006, hence their closing balance are not
disclosed.
13. Significant change in Accounting Policies
Subsidiaries
a. DEFERRED REVENUE EXPENSES
133
Year ended
March 31,
2003
22.99
17.26
5.74
In the case of one subsidiary, capital issue expenses and expenses incurred on store set up cost including
advertisement and marketing expenses on launch of new stores, expenses incurred on conceptualization,
feasibility and other pre-set costs were deferred and amortised over five years. In the Restated Summary
Statements these expenses are appropriately adjusted in respective years in which the same were originally
incurred. The adjustments pertaining to financial years ended on or before 31 March 2002 are adjusted in
the opening balance in profit and loss account as at 1 April 2002.
b. PRELIMINARY EXPENSES
In the case of subsidiaries, preliminary expenses were fully written off as against the policy of amortise
over five or ten years, as the case may be. In the Restated Summary Statements of Profit and Loss Account,
the expenses are amortised as per the policy. The adjustments pertaining to financial years ended on or
before 31 March 2002 are adjusted in the opening balance in profit and loss account as at 1 April 2002.
c. RETIREMENT BENEFITS
During the financial year ended 31 March 2003, 2004, 2005 and 2006 companys contribution to employee
gratuity fund scheme of Life Insurance Corporation of India Limited was charged to profit and loss account.
For Restated Summary Statements, to realign with the relevant accounting standard prevailing on that date,
the gratuity liability as at balance sheet date has been considered on actual valuation made by independent
actuary.
14. Auditors Qualifications14.1 Audit qualification/remarks, which require any corrective adjustment in the financial
information, are as follows.
I.
II.
Holding Company
The auditors have qualified the report for the financial year ended 31st March, 2004 and
2005 for non recoverable advances aggregating to Rs.12, 284.30 lacs included in other
advances due from foreign companies as a part of the project taken over. Accordingly,
adjustments are made to the financial statement, as restated for the year ended 31st
March, 2004 to account for the loss of Rs. 12,084.30 lacs on such advances and balance
Rs. 200.00 lacs recovered.
The auditors have qualified the report for the financial year ended 31st March 2004, 2005
and 2006 regarding carrying value of investment in subsidiaries. The carrying value of
investment in subsidiaries as at 2006 is aggregating to Rs.10,687.15 lacs. Accordingly,
adjustments for Rs.1,247.05 lacs are made to the statement of financial statement, as
restated for the year ended 31st March, 2004 to account for the loss on permanent
diminutions in the value of investment. Balance Rs. 9,440.10 lacs are considered and
recoverable based on the subsequent event for the project under implementation
undertaken by the subsidiary and also in view of long term involvement and relation with
the subsidiary.
Subsidiaries
Agrani Wireless Services Limited (AWSL)
a.
The auditors in their audit report for financial year ended 31st March, 2004, 2005 and
2006 have qualified the report for preparing the financial statement as going concern basis
though there was temporary suspension and no major development on the project.
Accordingly group has made necessary adjustment in these financial statements as might
be necessary, where the subsidiary may no longer be a going concern.
b.
The auditors in their audit report for financial year ended 31st March 2004, 2005 and
2006 have qualified the report for non compliance of AS-28 Impairment of Assets.
Necessary adjustment has been made in respective previous for impairment of assets.
14.2 Auditor qualification/remarks, which do not require any corrective adjustment in the
financial information as follows.
134
I.
Holding Company
The auditors have qualified the report for the financial year ended 31st March 2004, 2005
and 2006 regarding recoverability of loans and advances to subsidiaries and other
companies. Loans and advances outstanding (due from subsidiaries) as at 2006 is
aggregating to Rs. 3,275.34 lacs The said loans and advance is considered good and
recoverable based on the subsequent event for the project under implementation by the
subsidiary and also in view of long term involvement and relation with the subsidiary.
The auditors have qualified the report for the financial year ended 31st March, 2003,
2004, 2005 and 2006, the Company has given interest free loans to certain companies,
which is not in accordance with provision of sub section (3) of section 372 A of the
Companies Act, 1956.
The auditors have qualified the report for the financial year ended 31st March, 2003 that
interest of Rs.175.81 lacs on unsecured loan taken is not provided as per agreement as the
said agreement is being renegotiated, whereby no interest will be payable as the loan is
likely to be converted in to share capital of its wholly owned subsidiary from the date of
receipt of the loan.
The auditors have qualified the report for the financial year ended 31st March, 2004 and
2005 for not providing exchange difference loss of Rs 1,029.05 lacs and Rs. 1072.79 lacs
respectively as required by AS -11 on realignment of foreign exchange advances Rs.
12,284.30 lacs. The Company has not adjusted the same in restated account as the said
foreign exchange advances is fully provided in the accounts. (Refer Note 13.2.I)
The auditors have qualified the report for the financial year ended 31st March, 2007, for
the managerial remuneration amounting to Rs. 12.94 lacs and Rs. 1072.79 lacs
respectively paid to managing director pending approval of the Central Government. The
Company has not adjusted the restated account as subsequently approved by the Central
Government.
The auditors in their audit report for the nine months ended 31 December, 2007 and
financial year ended 31 March 2007, has drawn reference to note on preparing the
financial statements on going concern basis.
II. Subsidiary Companies
Bhilwara Telenet Services Private Limited (BTSL)

a.
The auditors have qualified the report for the financial year ended 31st March 2003,
2004 and 2005, that BTSL has given interest free loans to fellow subsidiaries, which
is not in accordance with the provision of sub section (3) of section 372 A of the
Companies Act, 1956. These loans are to fellow subsidiaries hence the qualification
has no effect on the restated summary statement of profit and loss of the group as
being inter company transaction eliminated in the process of consolidation.
b.
The auditors in their audit report for the year ended March 31, 2003 and 2004 has
drawn reference regarding status of the BTSL, being considered by management as a
private limited company. The Company has applied to the Registrar of Companies,
Delhi for restoration of its private limited company status. Pending approval, the
financial statements of the company are audited considering the company as a public
limited company.
Smart Talk Private Limited (STPL)

a.
The auditors have qualified the report for the financial year ended 31st March 2003,
2004 and 2005 that STPL has given interest free loans to fellow subsidiaries, which
135
is not in accordance with the provision of sub section (3) of section 372 A of the
has no effect on the restated summary statement of profit and loss of the group.
b.
drawn reference regarding status of the STPL, being considered by management as a
limited company
Quick Calls Private Limited (QCPL)

a.
The auditors have qualified the report for the financial year ended 31st March, 2004
and 2005 that QCPL has given interest free loans to fellow subsidiaries, which is not
in accordance with the provision of sub section (3) of section 372 A of the
has no effect on the restated summary statement of profit and loss of the group.
b.
drawn reference regarding status of the QCPL, being considered by management as a
limited company
Agrani Convergence Limited (ACL)

a.
that quantity information as required to be disclosed as per Part II of Schedule VI of
the Companies Act, 1956 are not disclosed.
b.
2006 and 2007 that in view of discontinuation of major part of business activity
going concern status is in doubt. Accordingly fixed assets, current assets, loans and
advances have been carried at estimated net realizable value by ACL.
Agrani Satellite Services Limited (ASSL)

The auditors have qualified the report for the financial year ended 31st March, 2004, 2005
and 2006 that pre-operative expenses incurred on satellite service project are for doing
ground work and creating capabilities for promoting and implementing such project. In
case, these expenses can not be capitalized with the fixed assets on completion of the
project, these will be treated otherwise, which may erode the net worth of ASSL. Further
the auditor in the report for the financial year ended 31st March, 2005 and 2006 have
expressed doubt on going concern basis of ASSL. In view of significant progress towards
in the project, renewed authorization from Govt. of India, entering into a satellite capacity
agreement with the vendor and additional funds provided by the holding company, the
financial statements for the year ended 31st March, 2007 have been prepared on going
concern basis.
Agrani Telecom Limited (formerly known as Essel Telecom Holding Limited) (ATL)
The auditors have qualified the report for financial year ended 31st March, 2005 and
2006, for non compliance of AS-13 Accounting for Investment related to investment in
fellow subsidiaries and effect of this on loss for the year and net worth of ATL. These
investments are in fellow subsidiaries hence the qualification has no effect on the restated
summary statement of profit and loss of the group as being inter company transaction
eliminated in the process of consolidation.
136

a.
The auditors have qualified the report for financial year ended 31st March 2003,
2004, 2005 and 2006 that AWSL has given interest free loans, not in accordance with
the provision of section 372A (3) of the Companies Act, 1956.
b.
The auditors have reported for the financial year ended 2005 and 2006 regarding non
providing for permanent diminution in the value of investment as required by AS-13
Accounting for Investment in fellow subsidiaries. These investments are in fellow
subsidiaries hence the qualification has no effect on the restated summary statement
of profit and loss of the group as being inter company transaction eliminated in the
process of consolidation.
c.
The Auditors in their report for the year ended 31st March, 2004 and 2005 expressed
their inability to comment on the recoverability of interest free loans Rs. 1,511.64
lacs and Rs. 5,275.64 lacs outstanding on 31.03.2004 and 31.03.2005. The loans
realized in subsequent years, hence no adjustment required.
Procall Private Limited (PPL)

The auditors have qualified the report for financial year ended 31st March 2003 for non
receipt of declaration under section 274(1)(g) of the Companies Act, 1956 from one
director.
14.3 MAOCARO 1988/ CARO 2003

I.
Holding Company
Fixed Assets
In the financial year ended 31st March, 2006 and 2007, auditors have reported that there
is a phased program of physical verification of fixed assets except for consumer premises
equipments installed at the customers premises, which is reasonable having regard to the
size of the Company and nature of its assets. Pursuant to the program, the physical
verification of certain assets was carried out during the period. The reconciliation of the
fixed assets physically verified with the books is in progress and differences, if any, will
be accounted on its determination.
Interest free loan

In the financial year ended 31st March, 2003, the auditors have reported that Company
has granted interest free unsecured loans to companies under the same management as
was defined under erstwhile section 370 (1B) of the Companies Act, 1956.
Interest free loan 301 Parties

In the financial year ended 31st March, 2005 and 2006, the auditors have reported,
Company has granted interest free unsecured loans to companies covered in the register
maintained under section 301 of the Act. The maximum amount involved during the
financial year ended 31st March, 2006 was Rs. 50.73 Crores (Year ended 31st March,
2005 Rs. 69.12 Crores) and for the financial year ended 31st March, 2006 balance of such
loan is nil (year ended 31st March, 2005 Rs. 50.73 Crores). Further in financial year
ended 31st March, 2007 auditor has reported loans given to 301 parties aggregating to Rs.
12.40 Crores are provided at the interest rate prejudicial to interest to the Company.
Internal Audit
In the financial year ended 31st March, 2007, auditors have reported that the Company
has an internal audit system commensurate with its size and nature of its business.
However, the same needs to be strengthened as regard scope and periodicity.
Statutory Dues
In the financial year ended 31st March, 2003, 2004, 2005, 2006 and 2007,auditors have
reported that the Company is regular in depositing undisputed statutory dues including,
137
investor education and protection fund, employees state insurance, income tax, sales tax,
wealth tax, custom duty, excise duty, cess, and other statutory dues, wherever applicable,
with appropriate authorities except delay in few cases.
Accumulated losses
In the financial year ended 31st March, 2004, 2005, 2006 and 2007, auditors have
reported that the accumulated losses (considering audit qualification) are more than fifty
percent of its net worth. Further, the Company has incurred cash losses for all the above
financial year.
Default in repayment to financial institution/bank

In the financial year ended 31st March, 2004 and 2005, auditors have reported, default in
repayment financial institution / bank as under:(Rs. in lacs)
Particulars
For the year ended 31st March, 2004
Financial Institution
Banks
For the year ended 31st March, 2005
Banks
Principal
Interest
Period of default
50.00
-
1.56
45.06
1-3 Month
1-2 Month
1,000.00
126.53
1-30 Days
Fund utilization
In the financial year ended 31st March, 2004 and 2007, auditors have reported that short
term fund amounting to Rs. 2,479.50 lacs and Rs. 51,626.07 lacs respectively have been
used for long term investment.
II. Subsidiary Companies

a.
In the financial year ended 31st March 2003 and 2004, auditors have reported that
fixed assets physically verified were not reconciled with the books of accounts &
hence discrepancies, if any could not be identified.
b.
In the financial year ended 31st March 2003, auditors have reported that BTSL has
granted interest free unsecured loans to companies under the same management as
was defined under erstwhile section 370 (1B) of the Companies Act, 1956.
c.
In the financial year ended 31st March 2003, auditors have reported that BTSL has
taken interest free unsecured loans to companies under the same management as was
defined under erstwhile section 370 (1B) of the Companies Act, 1956.
d.
In the financial year ended 31st March 2003, 2004 and 2005, auditors have reported
that BTSL did not have internal audit system.
e.
that BTSL is regular in depositing undisputed statutory dues including Income Tax,
Sales Tax and other statutory dues, wherever applicable, with the appropriate
authorities except delay in few cases.
f.
The financial year ended 31st March 2004, 2005 and 2006, auditors have reported
that the accumulated losses are more than fifty percent of net worth and also have
incurred cash losses during the financial year ended 31st March, 2005.
g.
In the financial year ended 31st March 2005 auditors have reported that assets given
on lease were not physically verified.
138

a.
In the financial year ended 31st March 2003 and 2004, auditors have reported that
fixed assets physically verified were not reconciled with the books of accounts &
hence discrepancies, if any could not be identified.
b.
In the financial year ended 31st March 2003, auditors have reported that STPL has
granted interest free unsecured loans to companies under the same management as
was defined under erstwhile section 370 (1B) of the Companies Act, 1956
c.
that STPL did not have internal audit system.
d.
that STPL is regular in depositing undisputed statutory dues including Income Tax,
e.
that the accumulated losses are more than fifty percent of net worth and has incurred
cash losses during the financial year ended 31st March, 2004 and 2006.
f.
In the financial year ended 31st March, 2005, the auditors have reported that STPL
has used short term funds Rs. 27.58 lacs for long term investment.

a.
In the financial year ended 31st March 2003 auditors have reported that fixed assets
physically verified were not reconciled with the books of accounts & hence
discrepancies, if any could not be identified.
b.
that QCPL did not have internal audit system.
c.
that QCPL is regular in depositing undisputed statutory dues including Income Tax,
authorities except delay in few cases and also there is non payment of WPC charges
Rs. 1.67 lacs outstanding since March, 2001.
d. The financial year ended 31st March 2004, 2005 and 2006, auditors have reported that
the accumulated losses are more than fifty percent of net worth and QCPL has
incurred cash losses during the financial year ended 31st March, 2004.
e
In the financial year ended 31st March, 2005 and 2006 the auditors have reported that
QCPL has used short term funds Rs. 17.29 lacs and Rs. 127.00 lacs respectively for
long term investment
Procall Private limited (PPL)

a.
In the financial year ended 31st March 2003, 2004, 2005 and 2006 auditors have
reported that equipment on rental and demonstration equipment were not physically
verified.
b.
In the financial year ended 31st March 2003, 2004, 2005 and 2006, auditors have
reported that PPL did not have internal audit system.
c.
that PPL is regular in depositing undisputed statutory dues including Income Tax,
139
Sales Tax and other statutory dues, where applicable, with the appropriate authorities
except delay in few cases.
d.
that the accumulated losses are more than fifty percent of net worth.
e.
In the financial year ended 31st March, 2005 the auditors have reported that PPL has
used short term funds Rs. 54.99 lacs for long term investment.

a.
In the financial year ended 31st March, 2004 auditors have reported that electronic
devices with customers not physically verified.
b.
In the financial year ended 31st March 2003, 2004, 2005, 2006 and 2007, auditors
have reported that ACL is regular in depositing undisputed statutory dues including
Income Tax, Sales Tax and other statutory dues, where applicable, with the
appropriate authorities except delay in few cases. Further unpaid and undisputed tax
dues outstanding as on 31st March, 2004, 2005 and 2007 was Rs.0.35 lacs, 0.44 lacs
and 0.55 lacs respectively.
c.
In the financial year ended 31st March 2003 and 2004 auditors have reported that
internal audit system requires to be strengthen in respect to scope and periodicity and
for the financial year ended 31st March 2005, 2006 and 2007 has reported that ACL
did not have internal audit system.
d.
that the accumulated losses are more than fifty percent of net worth and also incurred
cash losses in all these years.
e.
ACL has used short term funds Rs. 324.94 lacs and Rs. 1301.31 lacs respectively for
long term investment.

In the financial year ended 31st March 2003, 2004, 2005, 2006 and 2007, auditors have
reported that ASSL is regular in depositing undisputed statutory dues including Income
Tax, Sales Tax and other statutory dues, wherever applicable, with the appropriate
Agrani Telecom Limited (formerly known as Essel Telecom Holding Limited) (ATL)
a.
In the financial year ended 31st March, 2006 auditors have reported that ATL did not
have internal audit system.
b.
In the financial year ended 31st March 2006 auditors have reported that ATL is
regular in depositing undisputed statutory dues including Income Tax, Sales Tax and
other statutory dues, where applicable, with the appropriate authorities except delay
in few cases.
c.
The financial year ended 31st March 2006 auditors have reported that the
accumulated losses are more than fifty percent of net worth and ATL has incurred
cash losses during the financial year ended 31st March, 2006.
d.
ATL has used short term funds Rs. 0.11 lacs and Rs. 2.83 crores respectively for long
term investment.
140
a.
In the financial year ended 31st March 2003, auditors have reported that AWSL has
granted interest free unsecured loans to a company listed in the register maintained
under section 301 of the Companies Act, 1956 and also granted interest free loans to
other parties.
b.
In the financial year ended 31st March, 2006, auditors have reported that AWSL did
not have internal audit system.
Integrated Subscriber Management Services Limited (ISMSL)
In the financial year ended 31st March 2007 auditors have reported that ISMSL is
regular in depositing undisputed statutory dues including Income Tax, Sales Tax and
other statutory dues, where applicable, with the appropriate authorities except delay in
one case.
14.4 Other non compliance:I.
II.
Holding Company
a.
For the financial year ended 31st March, 2003 and 2004, the Company did not form an audit
committee of its board of directors as required under section 292A of the Companies Act,
1956.
b.
For the financial year ended 31st March, 2003, 2004 and 2005, the Company did not have a
whole time company secretary as required under section 383A of the Companies Act, 1956.
Subsidiary Companies

a.
For the financial year ended 31st March, 2004, 2005 and 2006, BTSL did not have a
whole time company secretary as required under section 383A of the Companies Act,
1956.
b.
For the financial year ended 31st March, 2003, 2004, 2005 and 2006, BTSL has reported
that as per the license agreement with Department of Telecommunication, BTSL is
required to maintained, a separate bank account in the service area to which the total
revenue accruing from the operation shall be credited. The authority shall have a lien on
15% of the funds credited to such account, limited to the amount due to Authority.
During the year 1999-2000, the Company received a letter from DOT directing it to
comply with the above condition. However, the company did not comply with the same.
The company does not expect licenses to be terminated on account of non compliance of
the above condition as the bank guarantee given by the DOT sufficiently covers the
Companys liability.
c.
During the financial year ended 31st March 2004, 2005 and 2006, debtors includes
amount due from private limited company is which directors are interest as directors.
d.
During the financial year ended 31st March 2006, advance includes amount due from
private limited company is which directors are interest as directors.
e.
In the financial year ended 31 March, 2003, 2004, 2005 and 2006 it has been reported
that the Company has been issued licenses from the Department of Telecom (DoT) for
establishing, maintaining and operating radio trunked services in certain areas. As per the
license agreement, the Company is required to maintain a separate bank account in the
service area to which the total revenue accruing from the operation shall be credited. The
authority shall have a lien on 15 % of the funds credited to such account, limited to the
amount due to Authority. During the year 1999-2000, the Company received a letter
from DoT directing it to comply with the above condition. However, the Company did
141
not comply with the same. The company does not expect licenses to be terminated on
account of non-compliance of with the above condition as the bank guarantee given to
DoT sufficiently covers the Companys liability.
.

a
For the financial year ended 31st March, 2003, 2004, 2005, 2006 and 2007, ASSL did
not form an audit committee of its board of directors as required under section 292A of
the Companies Act, 1956.
For the financial year ended 31st March, 2005, 2006 and 2007, ASSL did not have a
whole time company secretary as required under section 383A of the Companies Act,
1956.
For the financial year ended 31st March, 2003, 2004, 2005, 2006 and 2007, ASSL did
not appoint a managing director as required under section 269 of the Companies Act,
1956.

a.
For the financial year ended 31st March, 2003, 2004 and 2005, STPL did not form an
audit committee of its board of directors as required under section 292A of the
Companies Act, 1956.
b.
For the financial year ended 31st March, 2003, 2004 and 2005, STPL did not appoint a
managing director as required under section 269 of the Companies Act, 1956.
c.
For the financial year ended 31st March, 2003, 2004, 2005 and 2006, STPL did not
have a whole time company secretary as required under section 383A of the Companies
Act, 1956
d.
that the Company has been issued licenses from the DoT for establishing, maintaining
and operating radio trunked services in certain areas. As per the license agreement, the
Company is required to maintain a separate bank account in the service area to which
the total revenue accruing from the operation shall be credited. The authority shall have
a lien on 15 % of the funds credited to such account, limited to the amount due to
Authority. During the year 1999-2000, the Company received a letter from DoT
directing it to comply with the above condition. However, the Company did not comply
with the same. The company does not expect licenses to be terminated on account of
non-compliance of with the above condition as the bank guarantee given to DoT
sufficiently covers the Companys liability.

a.
For the financial year ended 31st March, 2004 and 2005, QCPL did not form an audit
committee of its board of directors as required under section 292A of the Companies
Act, 1956.
b.
For the financial year ended 31st March, 2004 and 2005, QCPL did not appoint a
managing director as required under section 269 of the Companies Act, 1956.
c.
that the Company has been issued licenses from the Department of Telecom (DoT) for
establishing, maintaining and operating radio trunked services in certain areas. As per
the license agreement, the Company is required to maintain a separate bank account in
the service area to which the total revenue accruing from the operation shall be
credited. The authority shall have a lien on 15 % of the funds credited to such account,
limited to the amount due to Authority. During the year 1999-2000, the Company
received a letter from DoT directing it to comply with the above condition. However,
142
the Company did not comply with the same. The company does not expect licenses to
be terminated on account of non-compliance of with the above condition as the bank
guarantee given to DoT sufficiently covers the Companys liability.

a.
For the financial year ended 31st March, 2005, 2006 and 2007, ACL did not have a
whole time company secretary as required under section 383A of the Companies, Act,
1956.
b.
For the financial year ended 31st March, 2003, 2006 and 2007, ACL did not appoint a
whole time director/ managing director as required under section 269 of the Companies
Act, 1956.
C. NOTES ON ADJUSTMENTS FOR RESTATED FINANCIAL STATEMENTS

1.
The Group adopted the revised Accounting Standard 15(Revised) on employees Benefits effective
from 1 April, 2006. Pursuant to the adoption, the incremental liability at the beginning of the year in
respect to Gratuity and Leave Encashment has been adjusted against general reserve as provided in
the Standard and accordingly no adjustment is made in previous years.
2.
Below mentioned is the summary of results of restatement made in the audited consolidated financial
statements for the nine months ended 31 December, 2007 and year ended 31 March 2007 and also
adjustment made in the consolidated financial information for right issued (CIFR) prepared and
certified by the management of the Company and its impact on the profit or loss of the Company:
(Rs in lacs)
Particulars
Miscellaneous Expenses
Written Off
Retirement Benefit
Prior Period Items
Provision for doubtful
advances
(Exceptional items)
Sales/VAT Demand
Pre-operative Expenses
Unspent Liability Written
Off
Total
3.
Reference
to Note No.
For the nine For the year For the year For the year For the year For the year
months ended ended March ended March ended March
ended
ended
December
31, 2007
31, 2006
31, 2005
March 31,
March
31, 2007
2004
31, 2003
3(a)
3(b)
4(a)
4(b)
4(c)
4(d)
4(e)
123.46
63.62
62.15
206.84
(154.46)
1.95
(52.18)
(0.99)
(3.78)
(1.48)
8.60
(1.45)
(4.51)
220.90
-
(220.90)
-
(3.81)
406.02
(397.48)
(101.91)
(46.27)
(38.49)
2.62
57.55
14.74
427.74
(421.62)
11,991.78
527.33
(12,353.49)
(30.98)
12,084.30
(12,084.30)
CHANGES/CORRECTION IN ACCOUNTING POLICIES
a) MISCELLANEOUS EXPENDITURES (TO THE EXTENT NOT WRITTEN OFF OR

ADJUSTED)
i)
DEFFERED REVENUE EXPENSES

In the case of one subsidiary, capital issue expenses and expenses incurred on store set up cost
including advertisement and marketing expenses on launch of new stores, expenses incurred on
conceptualization, feasibility and other pre-set costs were deferred and amortized over five years.
In the Restated Summary Statements these expenses are appropriately adjusted in respective years
in which the same were originally incurred. The adjustments pertaining to financial years ended on
143
or before 31 March 2002 are adjusted in the opening balance in profit and loss account as at 1
April 2002.
ii) PRELIMINARY EXPENSES
In the case of subsidiaries, preliminary expenses were fully written off as against the policy to
amortize over five or ten years, as the case may be. In the Restated Summary Statements of Profit
and Loss Account, the expenses are amortized as per the policy. The adjustments pertaining to
financial years ended on or before 31 March 2002 are adjusted in the opening balance in profit and
loss account as at 1 April 2002.
b)RETIREMENT BENEFITS
During the financial year ended 31 March, 2003, 2004, 2005 and 2006 companys contribution
to employees gratuity fund scheme of Life Insurance Corporation of India was charged to profit
and loss account. For Restated Summary Statements, to realign with the relevant accounting
standard prevailing on that date, the gratuity liability as at balance sheet date has been
considered on actuarial valuation made by independent actuary.
4.
Other adjustments
a) PRIOR PERIOD ADJUSTMENTS

During the nine months ended 31 December, 2007 and financial year ended 31 March 2007, 2006,
2005, 2004, 2003 certain items of income/expenses have been identified as prior period items. For
the purpose of this statement, such prior period items have been appropriately adjusted in the
respective years. The adjustments pertaining to financial years ended on or before 31 March 2002
are adjusted in the opening balance in profit and loss account as at 1 April 2002.
b) PROVISION FOR DOUBTFUL ADVANCES
During the financial year ended 31 March 2006, the Company has made provision for doubtful
advances. The auditors had qualified their report for the financial year ended 31 March 2004 and
2005 hence the amount has been appropriately adjusted in the financial year ended 31 March 2004.
c)
SALES TAX/VAT DEMAND

During the nine months period ended 31 December 2007, the Company provided for Sales Tax/Vat
demand raised. For the purpose of this statement, such demands have been appropriately adjusted
in the respective years.
d) PRE-OPERATIVE EXPENSES
During the financial year ended 31 March 2003 and 2004, the parent company incurred certain
expenditure on promoting and implementing DTH project and C band Teleport project and also
incurred expenses on trial run. These expenses were treated as pre-operative expenses to be
allocated to fixed assets or treated otherwise on commencement of commercial operation.
However in the financial year ended 31 March, 2005, these expenses were charged off to profit
and loss. In the restated summary statements these expenses are appropriately adjusted in
respective years in which the same were originally incurred.
Similarly, a subsidiary incurred expenses on project under taken by it during the financial year
ended 31 March 2005 and earlier years. The auditors have qualified for their report for preparing
the financial statement on going concern basis though there was temporary suspension and no
major development on the project. The Auditors also reported non compliance of AS-28
Impairment of Assets. In the Restated Summary Statements these expenses are appropriately
adjusted in respective years in which the same were originally incurred.
144
e)
UNSPENT LIABILITIES WRITTEN BACK

In the financial statement for the year ended 31 March 2003, 2004, 2005, 2006 and 2007, certain
liabilities created in earlier years were written back. For the purpose of Restated Summary
Statement, the said liabilities, wherever required, have been appropriately adjusted in the
respective years in which the same were originally created. The adjustments pertaining to financial
years ended on or before 31 March 2002 are adjusted in the opening balance in profit and loss
account as at 1 April 2002.
f)
PROFIT AND LOSS ACCOUNT AS AT 01 APRIL, 2002

(Rs in lacs)
Particulars
Reference to Note
No.
Profit/(Loss) as per consolidated financial

information for Right Issue
Adjustment :
(to the extent not written off or adjusted)
Prior Period Items
Pre-operative Expenses
Unspent Liability Written Off
Total Adjustment
Profit/(Loss) as (Restated)
5.
3(a)
4(a)
4(d)
4(e)
Balance as at March
31, 2002
(11,942.20)
(249.23)
(0.51)
(34.99)
9.84
(274.89)
(12,217.09)
MATERIAL REGROUPING
i.
Upto the financial year ended 31 March 2004, interest received was shown under the head Income
but from the financial year ended 31 March 2005, the same is being shown under the head
financial charges as separate item and net balance (financial charges minus interest received) is
taken in main profit and loss account. However in the Restated Summary Statement of Profit and
Loss the interest income is shown under the head Other Income.
ii.
During the financial year ended 31 March 2005 and 2006, license fee amortized was grouped
under the head Operating Expenses but from the financial year ended 31 March 2007, the
amortized amount is regrouped under the head Depreciation/Amortization. In the Restated
Summary Statement of Profit and Loss for the financial year ended 31 March 2005 and 2006 the
amortized amount is regrouped and shown accordingly.
iii.
The financial statements for the year ended 31 March 2006, Rs. 200 lacs were shown as
investment under the head Investments. However in the financial statements for the year ended
31 March 2007, the same has been regrouped under Other Advances. In the Restated Summary
Statement of Assets and Liabilities for the financial year ended 31 March 2006 the same is
regrouped and disclosed accordingly.
iv.
During the financial year ended 31 March 2004, teleport income was grouped under Other Income.
Based on regrouping of the income under Sales and Services during the financial year ended 31
March 2005 and onward, in the Restated Summary Statement of Profit and Loss the same is
v.
During the financial year ended 31 March 2007, Other DTH Revenue was grouped under Other
Income. Accordingly in the Restated Summary Statement of Profit and Loss the same is
regrouped as Other DTH Revenue.
145
vi.
During the financial year ended 31 March 2006, loan taken was taken and shown as Exceptional
Item which in the Restated Summary Statement of Profit and Loss has been regrouped under the
head Other Income.
vii.
During the financial year ended 31 March 2006, penalty levied by the licensing authority was
shown as exceptional item which in the Restated Summary Statement of Profit and Loss has been
regrouped under operating expenses as a normal expense.
viii.
During the financial year ended 31 March 2005, investment Rs 0.26 lacs shown as Balance with
banks have been regrouped as Investment. Accordingly, in the Restated Summary Statement of
Assets and Liabilities for the year ended 31 March 2003 and 2004 the same is regrouped and
disclosed accordingly.
ix.
In the financial statement for the year ended 31 March 2006, tax provision Rs 1.33 lacs were
grouped under Administrative Expenses. Accordingly, in the Restated Summary Statement of
Profit and Loss for the year ended 31 March 2006 same has been regrouped and shown
accordingly.
x.
In the financial statement for the year ended 31 March 2007, advance tax payment was netted
against provision for taxation resulting in negative balance in provision for taxation. In the
Restated Summary Statement of Assets and Liabilities, the advance tax payment is regrouped
under Loans and Advances.
xi.
In the financial statement for the year ended 31 March 2006, Hire/Lease Charges Expenses shown
earlier under the head Administration and Other Expenses have been regrouped under Network
Operation Cost. Accordingly, in Restated Summary Statement of Profit and Loss regrouping is
made in past years also.
146

Capitalisation Statement of the Group as at December 31, 2007
Annexure-E
(Rs. in lacs)
Pre issue as at
December 31, 2007
Particulars
Short Term Debts
Long Term Debts
Total Debts
Shareholder's Fund
Share Capital
Reserves & Surplus
(Net of Profit & Loss Account Debit Balance)
(Excluding Revaluation Reserve)
Miscellaneous Expenditure
Total Shareholder's Funds/Net Worth
Long Term Debt/Equity Ratio
Note:
As adjusted for issue

(Immediately after
the issue)
43,961.88
42.46
44,004.34
4,282.23
(40,590.12)
(36,307.89)
Refer Note-3 below
1 Short term debts is considered as debts having original repayment term not exceeding 12 months.
2 Long term debts is considered as debts other than short-term debt as defined above.
3 Since net worth is negative, hence ratio not calculated.
4 The figures disclosed above are based on the restated summary financial statements of the Group as
at December 31, 2007

(Jawahar Lal Goel)

Managing Director
(B.D.Narang)
Director
147

(Formerly ASC Enterprises Limited)
Details of Secured & Unsecured Loans of the Group
Annexure-F
(Rs in Lacs)
S.No.
Particulars
A.
1
Secured Loans
Hire Purchase Finance/Vehicle Loan- From
Various Banks
Secured against hypothecation of vehicles, charge
not registered under Section 125 of the Companies
Act, 1956. Rate of interest varies from 4.91% to
10%. Loan repayable over next 04 years is Rs 34.02
Lacs, 5.61 Lacs, 2.55 Lacs & 0.28 Lacs.
Term Loan from Axis Bank
Secured by first pari-pasu charge on all present and
future movable fixed assets relating to DTH project
and pledge of shares owned by promoter/ group
companies. Interest payable @ 11.50% p.a.
Term Loan from ING Vyasya Bank
Secured by second charge on entire moveable fixed
assets of the company and pledge of shares owned
by and guaranteed by related parties. The charge is
yet to be cleared. Interest payable @ 6.50% p.a.
Secured by first pari passu hypothecation charge on
all present and future current assets including
goods, stocks and all other such articles and book
debts, receivables, investments, cash flow and
corporate guarantee of related party. The entire
loan, including amount due in December 2007 Rs.
3,750 Lacs, has since been repaid. Interest payable
BPLR - 3%. Present rate is 12.00% p.a.
Bridge Loan from IDBI Bank
Secured by hypothecation of all movable properties
including movable Plant and machinery, machinery
spares, tools and accessories, book debts etc.,
present and future, and corporate guarantee of
related party and pledge of certain shares held by
the promoters in the Company. Certain securities
are still to be created in favour of the Bank. The
Loan due for repayment in April, 2008 has been
repaid partly subsequent to due date. Present rate of
interest @ 12.75% p.a.
Cash credit from Axis Bank
Secured by first pari passu hypothecation charge
on moveable fixed assets of the company and
pledge of shares by related parties. Short term,
normally repayable in one year & present rate of
interest is 12% p.a.
Cash Credit from Bank
Secured by way of first charge on all movable &
immoveable assets of the company including stock,
book debts, furniture & fixture etc., both present &
future & guaranteed by holding company & one of
the directors of the company. Short term, normally
repayable in one year & rate of interest as
negotiated from time to time.
Interest Accrued and Due
Balance as
at Dec 31,
2007
Balance
as at Mar
31, 2007
Balance
as at
Mar 31,
2006
42.46
74.54
30.15
11.78
19.51
8.32
200.00
200.00
1,000.00
7,500.00
7,500.00
6,047.81
6,047.81
758.22
757.26
750.70
180.78
96.07
47.23
80.55
70.06
5.35
148
Balance
as at
Mar 31,
2005
Balance
as at
Mar 31,
2004
Balance
as at
Mar 31,
2003
14,449.67
Balance
as at
Mar 31,
2006
780.85
Balance
as at
Mar 31,
2005
1,493.98
Balance
as at
Mar 31,
2004
219.51
Balance
as at
Mar 31,
2003
55.55
2,500.00
19,900.00
7,700.00
500.00
50.00
27.00
27.00
27.00
27.00
27.00
19.00
19.00
50.00
50.00
50.00
10.00
1,700.00
1,700.00
1,787.83
1,787.83
1,787.83
4.63
4.63
60.00
60.00
60.00
160.47
17.15
10.78
10.78
10.78
Total Unsecured Loans
29,575.30
4,850.98
1,844.61
162.41
1,852.41
1,860.00
Total Loans (A+B)
44,004.34
19,300.65
2,625.46
1,656.39
2,071.92
1,915.55
S.No.
Particulars
Total Secured Loans
B.
1
Balance as
at Dec 31,
2007
Balance
as at Mar
31, 2007
14,429.04
Unsecured Loans
From Banks- Standard Chartered Bank
Backed by corporate guarantee provided by a
related party. Short term, repayable in one year &
Rate of Interest payable @ 11% p.a.
From Others-
a)
b)
Short term, repayable on demand and interest

payable @ 12% p.a.
Rupee Finance & Management Pvt. Limited
payable @ 12.50% p.a.
c)
Cholamandalam Investment & Finance Co Ltd
d)

payable @ 12.50% p.a. to 13.75% p.a.
Short term repayable on demand and interest free
e)
Kenlott Gamming Solutions Pvt Limited

f)
India Securities Limited

g)
Pan India Network Infravest Pvt Limited

h)
Rajaram Finance & Investment Co (India) Ltd

i)
Ganjam Trading Co Pvt Limited

j)
Integrated Subscriber Management Services Ltd

k)
Playwin Infravest Private Limited

Note: 1. Repayment Schedule given above is applicable only for Loans outstanding as on December 31, 2007.
accounts for Restated Summary Statement as appearing in Annexure D to this report.
149
(Jawahar Lal Goel)

Managing Director
(B.D.Narang)
Director
150

Details of the Investments of the Group
Annexure-G
(Rs. in lacs)
Particulars
December
31, 2007
March
31, 2007
0.26
0.26
0.26
200.00
200.26
200.26
-
0.26
0.26
-
0.26
0.26
-
A) Long Term (At Cost) - Unquoted

In Others - Non Trade
IDBI Regular Income Bonds
National Saving Certificate
B) Short Term (At Cost) - Unquoted
(Non-Trade)
Mutual Fund
DSP Merill Lynch Cash Plus-Retail Growth
Total
Investments in Related Parties
Aggregate Cost-Unquoted
-Quoted
Note:
As at
March
March
31, 2006 31, 2005
March 31,
2004
March
31, 2003
0.26
7.50
0.26
7.50
0.26
0.26
0.26
-
7.76
7.76
-
7.76
7.76
-
1) The Company has not made investment in related party.

2) The above Statement should be read with the Significant Accounting Policies and selected notes to

(Jawahar Lal Goel)

Managing Director
(B.D.Narang)
Director
151

Restated summary statement of Sundry Debtors of the Group
Annexure-H
(Rs. in lacs)
December
31, 2007
3,989.16
886.78
4,875.94
529.00
March
31, 2007
563.97
4,174.46
4,738.43
554.50
As at
March
March
31, 2006
31, 2005
325.85
367.40
818.97
253.78
1,144.82
621.18
133.34
173.24
Total Sundry Debtors

Amount due from Related Parties
4,346.94
4,305.48
4,183.93
3,757.00
1,011.48
702.50
Amount due from related parties

includes:
Due from Promoter
Due from Promoter Companies
Due from Promoter Group
17.69
5.80
12.88
Total
17.69
5.80
12.88
Particulars
Debts outstanding over six months
Other debts
Provision for Doubtful Debts
447.94
199.48
March
31, 2004
245.39
515.58
760.97
178.52
March
31, 2003
207.45
236.32
443.77
82.41
582.45
14.83
361.36
16.87
(Jawahar Lal Goel)

Managing Director
(B.D.Narang)
Director
152

Restated Summary of Loans and Advances of the Group
Annexure-I
(Rs. in lacs)
December
31, 2007
8,912.16
March
31, 2007
8,497.67
As at
March
March
31, 2006
31, 2005
7,803.82 11,391.96
Advances (recoverable in cash or in kind or for

value to be received and/or to be adjusted)
23,188.12
19,146.39
15,405.32
12,488.28
12,624.92 12,378.69

Security and other Deposits
Total
345.83
32,446.11
167.53
27,811.59
300.00
61.34
23,570.48
265.59
24,145.83
75.92
314.75
370.01
21,406.13 21,881.77
12,260.44
12,260.43
12,084.30
12,096.63
12,158.21
TOTAL
20,185.67
26,019.62
15,551.16
23,991.35
11,486.18
22,029.49
12,049.20
23,457.77
9,247.92 21,864.60
19,174.09 19,781.41
Amount due from related parties includes:

Due from Promoter
2,807.54
1,335.32
6,113.17
199.26
207.28
252.73
Total
2,807.54
1,335.32
6,312.43
207.28
252.73
Particulars
Loans
March
31, 2004
8,466.46
Note: The above Statement should be read with the Significant Accounting Policies and selected
notes to accounts for Restated Summary Statement as appearing in Annexure D to this report.
(Jawahar Lal Goel)

Managing Director
(B.D.Narang)
Director
153
March
31, 2003
9,057.15
17.17

Restated Summary Statement of Sales & Services of the Group
Annexure-J
(Rs. in lacs)
SN.
Particulars
Subscription Income
Lease Rentals
3
4
Other DTH Revenue

Placement and Active
Services
Teleport Services
6
7
Royalty
Revenue from Network
operations
(Public Mobile Radio
Turnking Services)
Call Centre Charges
9
10
Service Income
For the nine

months
ended
December
31, 2007
For the
year ended
March 31,
2007
For the
year ended
March 31,
2006
21,745.24
12,190.09
1,953.05
2,180.71
462.89
122.08
155.50
51.06
77.39
300.00
3,592.15
4,263.80
813.38
For the
year ended
March 31,
2005
-
For the
year ended
March 31,
2004
For the
year ended
March 31,
2003
-
186.15
67.36
Recurring
Recurring
1,048.88
492.68
71.52
16.50
25.00
110.00
993.45
1,000.74
979.22
Nature
180.39
Recurring
NonRecurring
Recurring
NonRecurring
Recurring
30.97
57.21
13.81
77.96
275.29
148.69
165.65
Recurring
69.16
1,191.36
2,678.82
8,026.28
4,302.18
Recurring
NonRecurring
Recurring
Sales(net of Returns)
10A
Traded Normally
10B
Not Normally Traded

Total
737.29
27,590.68
19,203.07
5,273.78
4,558.45
747.29
10,259.63
4,715.58
Note: The above statement should be read with the Significant Accounting Policies and Selected Notes on
Accounts for Restated Summary Statement, as appearing in Annexure D to this Report.

(Jawahar Lal Goel)

Managing Director
(B.D. Narang)
Director
154

Restated Summary Statement of Other Income of the Group
Annexure-K
(Rs. in lacs)
SN.
Particulars
For the nine

months
ended
December
31, 2007
For the
year ended
March 31,
2007
For the
year ended
March 31,
2006
For the
year ended
March 31,
2005
For the
year ended
March 31,
2004
For the
year ended
March 31,
2003
Interest Received
(Gross)
492.97
582.82
31.28
275.55
29.55
20.01
Exchange Gain Realised
212.26
251.63
66.13
425.91
70.52
Market Development
Incentive
200.00
Balances written back
37.47
56.59
0.51
7.25
11.73
Profit on sale of assets
42.04
24.02
Miscellaneous Income
45.79
15.76
19.27
46.19
16.14
23.38
Total
From Related Parties
751.02
477.76
887.68
528.18
149.18
3.81
412.40
259.66
478.85
-
325.64
-
Accounts for Restated Summary Statements, as appearing in Annexure D to this Report.

(Jawahar Lal Goel)

Managing Director
(B.D. Narang)
Director
155
Nature
Recurring
NonRecurring
NonRecurring
NonRecurring
NonRecurring
NonRecurring

Statement of Accounting Ratios of the Group
Annexure-L
(Rs. in lacs)
S.N
o.
1
2
3
6
7
8
9
Particulars
Net Profit/(Loss) before exceptional

items but after Tax
Net Profit/(Loss) after exceptional
items and Tax
Weighted average number of Equity
Shares outstanding during the
year/period (for Basic as well as
Diluted earning per share) (Refer
Note- 3 below)
outstanding at the end of the
year/period
Paid up Value of each equity share
(Rs.)
(Refer Note 3 below)
Total Paid-up Capital
Reserves & surplus (Net of debit
balance in Profit & Loss
Account)(excluding Revaluation
Reserve)
Miscellaneous Expenses (to the
extent not written off or adjusted)
Net worth (6+7-8)
b)
Accounting Ratios
Earning per share (In Rs.)
Basic and Diluted before
exceptional items (1) / (3)
Basic and Diluted after exceptional
items (2) / (3)
Return on Net Worth (2) / (9) - %
c)
Net Asset Value Per Share (9) / (4)
a)
For the nine

months
ended
December
31, 2007
For the
Year
ended
March
31, 2007
For the
Year
ended
March 31,
2006
For the
Year
ended
March 31,
2005
For the
Year
ended
March 31,
2004
For the
Year
ended
March 31,
2003
(30,187.93)
(24,428.70)
(9,497.87)
(3,443.12)
(25,292.63)
(1,884.96)
(30,187.93)
(24,428.70)
(9,497.87)
(3,443.12)
(13,208.33)
(1,884.96)
428,222,803 428,222,803
71,568,765
71,568,765
71,568,765
71,568,765
428,222,803 428,222,803
71,568,765
71,568,765
71,568,765
71,568,765
10
10
10
10
4,282.23
(40,590.12)
4,282.23
(10,402.19)
7,156.88
1,567.91
7,156.88
6,158.12
7,156.88
9,646.37
7,156.88
22,978.13
0.23
0.82
1.20
(36,307.89)
(6,119.96)
8,724.79
13,314.77
16,802.43
30,133.81
(7.05)
(5.70)
(13.27)
(4.81)
(35.34)
(2.63)
(7.05)
(5.70)
(13.27)
(4.81)
(18.46)
(2.63)
Refer Note-2 Refer Note-2

below
below
(8.48)
(1.43)
(108.86)
(25.86)
(78.61)
(6.26)
12.19
18.60
23.48
42.10
156

Note:
1)
The ratios have been computed as under:

Basic and Diluted earnings per
equityshare (Rs.)
Net profit/(loss) after tax, as restated, attributable to

Shareholders
_________________________________________
Weighted average number of equity shares outstanding
during the year/period
Return on Net Worth (%)
Net Profit /(Loss) after tax, as restated

__________________________________________
Net Worth, as restated, at the end of the year/period
Net asset value per share (Rs.)

_____________________________________________________
Number of equity shares outstanding at the end of the year/period
2)
Return on Net Worth for the year and period ended March 31, 2007 and December 31, 2007
respectively are not given as net worth as on the date as well as profits for the year/period are
negative.
3)
Equity Share Capital as at March 31, 2007 was after giving effect to the Scheme but pending
reorganization and actual allotments of share capital (Annexure D).
4)
The above statement should be read with the Significant Accounting Policies and selected notes to
accounts for restated Summary Statements, as appearing in Annexure D to this report.

For Dish TV India Limited
(Jawahar Lal Goel)
(B D Narang)
Managing Director
Director
157

(Formerly known as ASC Enterprises Limited
Annexure-M
List of parties where control exists.
Name of Subsidiary

31 Dec '07
31 Mar '07
31 Mar '06
31 Mar '05
51.00
51.00
51.00
100.00
100.00
100.00
100.00
100.00
98.80
100.00
100.00
100.00
50.96
50.96
50.96
99.37
Agrani Telecom Limited. (Formerly known as Essel
98.01
Telecom Holding Limited)*$
# Ceased to be subsidiary on 28 August '2003 and again became subsidiary on 1 April '2006 on transfer of investment to the
parent company under the Scheme of Arrangement.
Period ended 31st

December, 2007
Private Limited
Limited
Zee Entertainment
Enterprises Limited
Private Limited
Limited
Limited
Limited
Asia Today Limited
Asia TV Limited
Zee News Limited
Rupee Finance &
Management Private Limited
Limited

Year ended
Year ended
31st March, 2007
31st March, 2006
Smart Talk Private Limited*
Private Limited
Private Limited
Limited
Limited
Zee Entertainment
Enterprises Limited
Private Limited
Private Limited
Procall Private Limited*
Limited
Limited
Limited
Limited
Limited
Limited
Asia Today Limited
Asia Today Limited
Asia TV Limited
Asia TV Limited
Ganjam Trading Co Private
Zee News Limited
Ltd
Ltd
Zee Turner Limited
Rupee Finance &
Management Private Limited Bhilwara Telenet Services
Private Limited*
Quick Call Private Limited*
Limited
158
Year ended
31st March, 2005
Private Limited
Private Limited
Private Limited
Limited
Limited
Limited
Asia Today Limited
Asia TV Limited
Ltd
Zee Turner Limited
Network Limited
Management Services
Limited

Zee Turner Limited
Systems Limited
Private Limited
Brio Academic
Zee Foundation
Limited,
Private Limited
Zee Sports Limited
Private Limited,
Limited
Limited
Limited
Pan India Network
Investment (P) Limited
Agrani Satellite
Communication
(Gib.)Limited
Essel Shyam
Communication Limited
Limited
Mr. Subhash Chandra
Mr. Ashok Kurien
Mr. B.D.Narang
Mr. Arun Duggal
Mr. Pritam Singh*
*w.e.f April 27 , 2007


Zee Turner Limited
Systems Limited
Private Limited
Brio Academic
Zee Foundation
Limited
Private Limited
Zee Sports Limited
Private Limited
Limited
Limited
Mr Jawahar Lal Goel
Limited*
Network Limited
Management Services
Limited
Limited
Private Limited
Limited
Private Limited
Limited
Ltd.*
* Ceased to be subsidiary on
March 31st, 2006

Mr. Subhash Chandra
Mr. Subhash Chandra
Mr. Ashok Kurien#
Mr. Ashok Goel
Mr. B.D.Naran,#
Mr. Puneet Goenka
Mr. Arun Duggal#
Mr.Rajagopalan
Chandrashekhar
Mr. Punit Goenka*
Mr.Rajagopalan
Chandrashekhar*
Mr. Ashok Goel*
159

Limited
Private Limited
Limited
Jawahar Lal Goel,
Limited
Kavita Goel
System Limited
Mr. Subhash Chandra

Mr. Ashok Goel
Mr. Puneet Goenka
Mr.Rajagopalan
Chandrashekhar
Restated Summary Statement of Related Party Transaction

(Rs. In lacs)
Particular
Sales, Services & Recoveries (Net of Taxes)
Zee News Limited
Asia Today Limited
Asia TV Limited
Zee Turner Limited
Others
Purchase of Goods & Services
Zee Turner Limited
New Era Entertainment network Ltd.
Limited
Others
Rent Paid
Interest Paid
Others
Donation
Zee Foundation
Interest Received
Others
Sale of Fixed Assets
Sale of Investment
Loan, Advance and Deposit Taken (Including
advance against share application money)
Limited
Nine Months
Period ended
December 31,
2007
Year ended
March 31,
2007
Year ended
March 31,
2006
Year ended
March 31,
2005
939.77
147.89
219.01
316.12
5.00
251.75
6,881.37
3,913.65
899.34
253.16
1,426.78
-
4726.63
1,783.22
711.45
348.97
248.05
745.21
889.73
9,877.73
8,025.22
674.52
255.66
710.25
-
1,200.13
85.94
46.45
177.53
172.25
591.44
87.50
39.02
5,163.27
26.24
360.80
54.90
7.81
3,714.87
937.23
644.63
83.23
27.42
19.01
67.51
415.19
32.27
89.54
46.05
32.63
0.20
388.44
51.02
22.12
11.51
17.39
1,464.23
1,176.04
281.71
6.48
447.75
378.35
65.13
212.08
55.72
43.34
12.38
520.12
496.25
9.51
14.36
25.00
25.00
528.19
460.18
68.01
61.42
8.64
8.64
67.41
67.41
3.81
3.81
-
4.27
35.82
35.82
34,705.41
7,289.34
29.61
7,256.46
3.27
5.96
5.96
6,421.28
6,943.18
6,930.34
12.84
12.16
12.16
2,022.17
2,022.17
10,141.85
10.66
248.55
248.55
640.13
639.96
0.17
2,690.26
19,900.00
14,800.00
-
3,263.25
1,053.00
2,100.00
-
31.11
6,900.00
830.00
1,787.83
500.00
2,541.21
-
160
Particular
Others
Repayment of Loan, Advance and Deposit
Taken
Zee Interactive Learning System Private Limited
Others
Loan, Advance and Deposit Given
Intrex India Ltd.
Ganjam Trading Co. Pvt Ltd.
Others
Refund Received against Loan, Advance and
Deposit Given
Ganjam Trading Co.(P) Ltd.
Others
Amount Written Off
Zee Turner Limited
Bhilwara Telenet Services Limited
Corporate Guarantee received
Brio Academic
Others
Assets & Liabilities Received Pursuant to
DCS undertaking of Zee Entertainment
Enterprises Limited
Total Assets
Total Liabilities
Total Assets
Total Liabilities
Total Assets
Total Liabilities
Assets & Liabilities Received pursuant to
Slump Sale
Total Assets
Nine Months
Year ended
Period ended
March 31,
December 31,
2007
2007
5.41
5.03
7,619.09
2,922.49
Year ended
March 31,
2006
Year ended
March 31,
2005
92.91
81.00
149.05
518.02
7,600.00
19.09
1,483.86
1,482.86
1.00
34.71
250.00
1,053.00
1,600.00
19.49
4,236.41
3,136.46
941.00
158.95
2,508.78
21.00
60.00
13,896.42
11,986.06
584.59
36.25
355.00
700.00
234.52
13,017.44
433.27
73.00
11.75
9,381.88
2,070.00
2,055.00
5,184.08
72.80
6,406.89
15.00
18.00
1.71
4.56
4.56
-
155.11
2,312.82
40.85
240.00
200.00
15.00
15.00
10.00
22,240.31
22,240.31
80.31
79.50
0.81
293.86
982.42
5,073.23
3,430.75
2,755.00
482.18
-
4,201.66
1,839.00
355.00
11.23
-
13,856.07
17,119.52
3,263.45
(4,245.84)
10,118.49
14,364.33
98.20
11,414.15
11,315.95
(4511.78)
15,249.00
161
Particular
Total Liabilities
Key Management Personnel
Remuneration to Managing Director
Jawahar Lal Goel
Salary & Allowances
Jawahar Lal Goel
Balance at the end of period:
Loan, Deposit and Advances Given
Agrani Satellite Comm. (Gib.) Limited
Others
Provision outstanding against advances given
Others
Loan, Deposit and Advances Taken
(Including advance share application money)
Rupee Finance & Management P. Ltd.
Play Win Infrawest Private Limited
Others
Creditors for expenses and other liabilities
New Era Entertainment network Ltd.
Limited
Zee Turner Limited
ASC (UK)
ASC(martitus)
Others
Debtors
Asia Today Limited
Asia TV Limited
Zee News Limited
Interactive Traders India Limited
Others
Nine Months
Period ended
December 31,
2007
Year ended
March 31,
2007
Year ended
March 31,
2006
Year ended
March 31,
2005
19,755.78
5.00
42.82
42.82
-
12.94
12.94
10.15
10.15
26,019.62
3,768.82
8,277.08
38.41
2,806.03
9,507.78
1,489.97
131.53
12,164.61
3,768.82
8,277.08
118.71
31,054.20
23,991.35
3,768.82
8,277.08
38.41
1,331.28
8,996.56
1,439.82
139.38
12,164.61
3,768.82
8,277.08
118.71
2,454.08
22,029.49
3,768.82
8,277.08
38.41
9,233.33
585.93
125.92
12,084.31
3,768.82
8,277.08
38.41
1,844.83
23,457.77
3,768.82
8,277.08
5,073.23
2,055.00
3,075.75
1,207.89
12,084.31
3,768.82
8,277.08
38.41
6,055.70
27.00
10.78
21,076.25
7,983.94
1,956.23
19,552.61
7,877.92
-
27.00
19.00
10.78
38.06
506.37
1,787.83
65.04
15,876.05
7,399.69
-
27.00
19.00
10.78
1,787.83
0.22
8,661.74
4,616.88
2,670.53
1,164.44
27.00
10.78
139.45
4,364.78
1,370.00
143.69
2,857.24
452.66
-
10,494.44
1,180.25
4,305.48
461.27
598.24
2,061.56
1,184.41
240.00
8,006.33
470.03
3,757.00
237.72
164.73
468.82
1,933.22
952.51
240.00
35.69
174.20
702.50
178.58
172.25
0.53
153.33
85.54
101.37
10.90
40.00
34.49
1,868.41
496.57
5.12
199.48
27.42
0.89
61.84
2.22
101.37
5.74
500.00
162
Particular
Bhilwara Talent Services Limited
Corporate Guarantee Received
Nine Months
Year ended
Period ended
March 31,
December 31,
2007
2007
200.00
200.00
15.00
15.00
15.00
15.00
10.00
10.00
20,050.00
22,240.31
20,050.00
22,240.31
Year ended
March 31,
2006
15.00
15.00
10.00
4,000.00
4,000.00
Year ended
March 31,
2005
500.00
4,000.00
4,000.00
Note: 1 The related party transaction disclosed are as per the requirement of Accounting standard 18.
2 Accounting Standard 'AS-18' became applicable to the Company for the financial year ended March
accounts Restated Summary Statement as appearing in Annexure D to this report.
(Jawahar Lal Goel)

Managing Director
(B.D.Narang)
Director
163
DISH TV INDIA LIMITED (Consolidated)

(formerly Known as ASC Enterprises Ltd.)
Annexure-N
Restated Segmental Reporting of the Company
The Company follows AS-17 Segmental Reporting relating to the reporting of financial and descriptive
information about their operating segments in financial statements.
The Companys reportable operating segments have been determined in accordance with the internal
management structure, which is organized based on the operating business segments as described below. The
geographical segment is not relevant as exports are insignificant.
Direct to Home Services (DTH) Uplink of satellite television signals to be received by the customer directly
in the home. This segment derives revenue by way of Subscription, Lease Rental, Placement and Active
Services and Other Incomes.
Trading Trading in electronics and other equipments.
Teleport Services Facility for uplink signals.
Subscriber Management Services Providing conditional access services, customer support services and
related activities.
Transponder Services Acquisition of Transponders for DTH Services and leasing to external parties.
Public Mobile Radio Trunking Services (PMRTS) Providing mobile radio trunking services. The segment
drives income mainly from network subscription and rental.
Services Comprises of servicing and leasing of electronic devices
(a) Business Segment (period ended December 31, 2007)
(Rs. In lacs)
Description
DTH
Trading
Subscriber
Teleport
Management
Services
Services
Transponder
Services
PMRTS Services Unallocated Elimination
Total
Segment Revenue
External Sales
Inter Segment Sales
Total Revenue
Segment Results
Operating Profit/(Loss)
before Interest and Tax
26,009.04
737.29
813.38
30.97
27,590.68
230.67
3,979.84
(4,210.51)
26,009.04
967.96
813.38
4,010.81
(4,210.51)
27,590.68
(26,369.41)
(408.64)
(248.46)
20.06
- (27,006.47)
(26,369.41)
(408.64)
(248.46)
20.06
- (27,006.47)
Interest Expenses
3,647.29
Interest Income
Profit / (Loss) Before
Tax
Current TaxesFBT/Wealth Tax
492.97
- (30,160.79)
(43.23)
Deferred Tax
Tax provision for earlier
years written back
Prior Period Adjustments
(Net)- Income/(Loss)
Profit / (Loss) After Tax
but before Minority
Interest
16.09
- (30,187.93)
Minority Interest
164
Description
and Minority Interest
DTH
Trading
Subscriber
Teleport
Management
Services
Services
Transponder
Services
PMRTS Services Unallocated Elimination
84,044.68 1,031.25 3,012.08
Total
- (30,187.93)
(b) Other segment

Information
Segment Assets
Segment Liabilities
152,859.03 1,873.45
6,758.65
15,613.15
30,748.21 (20,822.69)
120,385.33
75.75
6,884.53
6,378.05
- (11,377.59)
156,693.22
Capital Expenditure
17,317.91
1,731.71
91.75
19,141.37
Depreciation/Amortisation
Non cash expenditure
other than
10,476.80
0.06
266.88
567.21
11,310.95
2.41
2.41
165
(a) Business Segment (Year ended March 31, 2007)

(Rs. In lacs)
DTH
Trading
Teleport
Services
Description
Subscriber
Management
Services
Transponder
Services
PMRTS
Services
Unallocated
Elimination
Total
Segment Revenue
18,014.01
69.16
1,048.88
71.02
2,747.33
(2,747.33)
18,014.01
69.16
1,048.88
2,818.35
(2,747.33)
19,203.07
(24,678.16)
35.04
(107.83)
(70.87)
1,247.05 (23,574.77)
(24,678.16)
35.04
(107.83)
(70.87)
1,247.05 (23,574.77)
Interest Expenses
1,438.60
Interest Income
Tax
582.82
- (24,430.54)
(27.19)
Deferred Tax
Tax provision for
earlier years written
back
Prior Period
Adjustments (Net)Income/(Loss)
Profit / (Loss) After
Tax but before
Minority Interest
29.03
- (24,428.70)
Minority Interest
Tax and Minority
Interest
- (24,428.70)
(b) Other segment Information

72,989.29
Segment Assets
463.48
2,930.40
11,180.68
12,643.38
23,488.45
(19,716.79)
103,978.89
External Sales
Inter Segment Sales
Total Revenue
Segment Results
before interest & Tax
Segment Liabilities
Capital Expenditure*
Depreciation/Amortisat
ion
other than
ion
103,633.07 1,963.49
19,203.07
249.30
11,116.40
3,408.28
(10,271.69)
110,098.85
58,929.57
2,120.63
2,369.28
98.92
63,518.40
5,399.06
23.27
353.78
460.15
6,236.26
509.80
121.68
0.16
79.50
711.14
*Capital Expenditure includes assets received pursuant to the Scheme of

Arrangement.
166

(Rs. In lacs)
Description
DTH
Trading
2,077.20
1,460.24
Subscriber
Management
Services
Transponder
Services
492.68
Teleport
Services
PMRTS
Services
Unallocated
Elimination
Total
Segment Revenue
External Sales
Inter - Segment Sales
1,478.25
66.33
(300.92)
5,273.78
2,077.20
1,460.24
492.68
1,478.25
66.33
(300.92)
5,273.78
(8,715.83)
Segment Results
(8,715.83)
Interest Expenses
-
(35.50)
(28.38)
(216.34)
(342.15)
(84.69)
- (9,422.89)
(35.50)
(28.38)
(216.34)
(342.15)
(84.69)
- (9,422.89)
87.35
31.28
Total Revenue
Interest Income
Profit/ (Loss) Before
Tax
Current Taxes FBT/Wealth Tax
- (9,478.96)
(18.91)
Deferred Tax
Tax provision for
back
Prior Period
Tax but before
Minority Interest
Minority Interest
Tax and Minority
Interest
- (9,497.87)
- (9,496.05)
(b) Other Segment Information

Segment Assets
22,669.59
315.97
952.93
12,551.56
278.15
19,050.55
2,015.33
39.94
3,316.46
55.49
7,400.00
(3,275.34)
28,602.43
Capital Expenditure
10,250.31
251.30
ion
other than
1.97
Depreciation/
Amortisation
7.94
95.52
278.62
10,632.39
13.62
32.15
171.13
20.24
488.44
74.78
7.11
2.29
86.15
Segment Liabilities
167
14,521.51 (13,962.49)
1.82
37,327.22

(Rs. In lacs)
Description
DTH
Subscriber
Management
Services
Teleport
Services
Trading
Transponder
Services
PMRTS
Services
Unallocated Elimination
Total
Segment Revenue
External Sales
410.00
Inter - Segment Sales
3,222.02
71.52
1,135.77
263.80
(544.66)
4,558.45
410.00
3,222.02
71.52
1,135.77
263.80
(544.66)
4,558.45
(2,310.50)
(930.71)
(137.62)
44.49
(110.38)
(30.53)
(3,475.25)
(2,310.50)
(930.71)
(137.62)
44.49
(110.38)
(30.53)
(3,475.25)
247.82
Interest Income
Profit/ (Loss) Before
Tax
Current Taxes FBT/Wealth Tax
275.55
(3,447.52)
Deferred Tax
Tax provision for
back
Prior Period
Tax but before
Minority Interest
Minority Interest
Tax and Minority
Interest
4.40
(3,443.12)
13.72
(3,429.40)
Total Revenue
Segment Results
Interest Expenses
(b) Other Segment Information

Segment Assets
1,258.39
699.20
295.99
12,653.61
6,748.90
114.69
25,898.49
(18,649.89)
29,019.38
Segment Liabilities
5,687.73
1,931.85
6,001.56
7,620.91
55.49
1,150.04
(6,742.97)
15,704.61
331.48
11.91
308.84
152.38
203.26
0.30
1,008.17
145.57
58.78
26.69
211.42
34.45
476.91
5.18
295.70
9.34
116.69
426.91
Capital Expenditure
ion
other than
ion
Note: 1. Accounting Standard AS-17 became applicable to the Company for the financial year ended March

(Jawahar Lal Goel)
Managing Director
(B.D.Narang)
Director
168
AUDITORS REPORT
The Board of Directors

(formerly known as ASC Enterprises Limited)
B-10, Lawrence Road Industrial Area
New Delhi- 110035
Dear Sirs,
1.
We have examined the Financial Information of Dish TV India Limited (formerly known as ASC
Enterprises Limited) (hereinafter referred to as the Company) for the nine month period ended on
December 31, 2007 and for each of the financial years ended on March 31, 2007, 2006, 2005, 2004
and 2003 prepared by the Company and approved by the Board of Directors for the proposed
Rights Issue of equity shares of the Company, in accordance with the requirements of:
a.
Paragraph B(1) of part II of Schedule II to the Companies Act, 1956 (hereinafter referred
to as the Act);
b.
The Securities and Exchange Board of India (Disclosure and Investor Protection)
Guidelines 2000 (the Guidelines) and the clarifications issued by the Securities and
Exchange Board of India (hereinafter referred to as the SEBI) on January 19, 2000 as
amended from time to time, in pursuance of Section 11 of the Securities and Exchange
Board of India Act, 1992;
c.
The terms of reference received from the Company and
d.
The Guidance Note on Reports in Company Prospectuses and Guidance Note on Audit
Reports/Certificates on Financial Information in Offer Documents issued by the Institute
of Chartered Accountants of India (ICAI).
The financial information furnished in this report is based on the financial statements which have
been audited by us for the nine months period ended December 31, 2007 and for the financial
years ended March 31, 2007, 2006, 2005, 2004 and 2003 as well. The Financial Statements for the
nine months ended December 31, 2007 are approved by the Board of Directors of the Company for
the purpose of disclosure in the Offer Document being issued by the Company in connection with
the Right Issue of Equity Shares of the Company. These Financial Statements are the responsibility
of the Companys management. Our responsibility is to express an opinion on these accounts
based on our audit.
2.
We report that:
(a)
(i)
Restated Summary Statement of Assets and Liabilities of the Company, as at December 31,
2007 and March 31, 2007, 2006, 2005, 2004 and 2003 is as set out in Annexure 1 to this
report, after making such adjustments and regroupings, as described in para (2)(a)(v) below, as
in our opinion are appropriate and more fully described in the notes appearing in Annexure 4
to this report.
(ii) The Restated Summary Statement of Profit and Loss of the Company for the nine months
period ended December 31, 2007 and for the financial years ended March 31, 2007, 2006,
2005, 2004 and 2003 is as set out in Annexure 2 to this report. These profits and losses have
been arrived at after making such adjustments and regroupings as described in para (2)(a)(v)
below, as in our opinion are appropriate and more fully described in the notes appearing in
Annexure 4 to this report
(iii) The Restated Summary Statement of Cash Flows for the nine months period ended December
31, 2007 and for the financial years ended March 31, 2007, 2006 and 2005 is as set out in
Annexure 3 to this report, after making such adjustments and regroupings in para (2)(a)(v)
below, as in our opinion are appropriate and more fully described in the notes appearing in
Annexure 4 to this report. Restated Summary Statement of Cash Flow for the financial year
169
ended March 31, 2004 and 2003 not provided as in the opinion of the Company, the
Accounting Standard AS 3 became applicable on the Company from accounting period
starting from April 1, 2004 only.;
(iv) The Statement of Significant Accounting Policies applied to all reporting periods in the
financial information, described in para 2(a)(i) to 2(a)(iii) above, as appearing in para A of
Annexure 4 to this report, the Statement of Significant Selected Notes on the Restated
Summary Statement of Assets and Liabilities and Restated Summary Statement of Profit and
Loss and Statement of qualifications in Auditors Report during the reporting period, as in our
opinion are appropriate and more fully described in the notes appearing in para B of Annexure
4 to this report.
(v) On the basis of our examination of these Restated Summary Statements, as highlighted
above, we state that:
i.
There is no adjustment on account of change or correction of accounting

policies;
ii.
As explained in Note 12.1 of Para B of Annexure 4, qualifications in the

auditors report which require any adjustments in the Restated Summary
Statements have been made. However, the qualifications in the auditors
report in respect of nine months ended December 31, 2007 and financial year
ended March 31, 2007, 2006, 2005, 2004 and 2003, where it is not possible to
make adjustments/ rectifications, have been summarized in Note12.2 and 12.3
of Para B of Annexure 4 to this report;
iii.
Notes on adjustments for Restated Summary Statement are given in Para C of

Annexure 4 to this report.
iv.
Exceptional items have been separately disclosed in the Restated Summary

Statements however there are no extraordinary items, which need to be
disclosed separately in the Restated Summary Statements and
v.
there are no revaluation reserves which need to be disclosed separately in the

Restated Summary Statements.
As a result of these adjustments, the amounts reported in the above mentioned

statements/financial information are not necessarily the same as those appearing in the audited
financial statements for the relevant financial years/period.
(b)
The Company has not declared any dividend during nine months ended December 31, 2007
and financial year ended March 31, 2007, 2006, 2005, 2004 and 2003.
(c)
For the financial year ended March 31, 2004 and 2003, Segment Reporting and Related Party
Transactions are not presented as in the opinion of the Company, the relevant accounting
standards AS-17 and AS 18 respectively became applicable to the Company from
accounting period commencing from April 1, 2004.
(d)
The Company has not prepared Statement of Tax Shelter of the Company for all the reported
periods as the Company has not recognized deferred tax benefits and liabilities based on the
conservative policy of the Company keeping in view accumulated loss and unabsorbed
depreciation.
(e)
We draw reference to Note 4 para B of Annexure 4 to Selected Notes to Accounts regarding

preparing the accounts on going concern basis.
3.
We have examined the following financial Information relating to the Company, proposed to be
included in the Offer Document, as approved by the Board of Directors of the Company and
annexed to this report:
i.
Capitalization Statement as at December 31, 2007, enclosed in Annexure 5.
170
ii.
Details of Secured and Unsecured Loans taken, enclosed in Annexure 6.
iii. Details of Investments, enclosed in Annexure 7.

iv. Details of Sundry Debtors, enclosed in Annexure 8.
v.
Details of Loans and Advances, enclosed in Annexure 9.
vi. Details of items of Sales and Services, enclosed in Annexure 10.

vii. Details of items of Other Income, enclosed in Annexure 11.
viii. Statement of accounting ratios based on the adjusted profits relating to earnings per share, net
asset value per share, return on net worth, enclosed in Annexure 12.
ix. Details of Related Party Transaction (related parties within the meaning of AS 18 issued by
ICAI), enclosed in Annexure 13.
x.
Details of Segment Reporting, enclosed in Annexure 14
xi. Statement of Tax Shelters, enclosed in Annexure 15.

xii. Details of Contingent Liabilities, as appearing in Note 10 Para B of Annexure 4.
4.
In our opinion, the financial information as referred to in Para 2 and 3 above, read with the
respective significant accounting policies and notes disclosed in Annexure 4 and after making
adjustments and re-groupings as considered appropriate and disclosed in Para 2 (a) (v) above has
been prepared in accordance with part II of Schedule II of the Act and the Guidelines.
5.
This report should not, in any way be construed as a re-issuance or re-dating of any of the previous
audit reports issued by the auditors for the respective years nor should this report be construed as a
new opinion on any of the financial statements referred to herein.
6.
This report is intended solely for your information and for inclusion in the Offer Document in
connection with the proposed Rights Issue of the Company and is not be used, referred to or
distributed for any other purpose without our prior written consent.
L. K. Shrishrimal
Partner
M.No.72664
For MGB & Co
Place: Noida
Dated: April 24, 2008
171

Restated Summary Statement of Assets and Liabilities of the Company
Annexure-1
(Rs in Lacs)
Particulars
E
F
i
ii
December
31, 2007
March 31,
2007
March 31,
2004
March
31, 2003
7,261.50
7,253.25
1,000.28
1,000.00
1,000.00
1,924.77
5,336.73
855.74
6,397.51
250.00
750.28
150.00
850.00
50.00
950.00
72,332.01
54,449.08
5,567.92
713.18
101.20
43.41
15,555.43
56,776.58
10,684.65
72,797.96
5,881.28
48,567.80
11,264.06
66,229.37
259.10
5,308.82
5,365.24
11,424.34
81.06
632.12
1,482.12
25.98
75.22
260.90
1,286.12
19.48
23.93
23.93
9,645.10
9,445.10
9,440.10
11,263.61
11,271.11
12,523.10
472.72
4,159.32
1,372.12
29,986.22
113.71
3,906.44
1,133.17
18,694.06
47.47
753.30
593.62
14,680.02
233.76
441.08
12,545.49
460.36
464.01
13,166.91
17.08
24,814.79
35,990.38
23,847.38
16,074.41
13,220.33
0.14
14,091.42
0.14
24,832.01
14,427.34
27,787.47
14,446.96
3,063.15
780.85
56.78
1,394.48
97.78
213.47
1,787.78
1,800.00
110,719.98
86,372.26
18,252.86
5,277.61
3,060.34
202.12
152,934.79
(34,501.35)
103,882.37
(4,360.52)
7,400.00
26,490.49
10,448.36
6,769.87
19,196.19
0.45
5,062.04
21,586.61
0.45
2,002.57
35,376.47
4,282.23
7,156.88
7,156.88
7,156.88
7,156.88
7,156.88
4,282.23
2,874.65
4,282.23
7,156.88
7,156.88
7,156.88
7,156.88
Fixed Assets
Gross Block
Less :
Depreciation/Amortization up
to date
Net Block
b) Tangible Assets
Gross Block
Less :
Depreciation/Amortization up
to date
Net Block
As at
March 31, March 31,
2006
2005
Investments
Current Assets, Loans and
Advances
Inventories
Sundry Debtors
Loans and Advances
Accrued Interest on
Investments
Secured Loans
Unsecured Loans
Current Liabilities and
Provisions
Advance Share Application
Money
Net worth (A+B+C-D)
Represented by
Share Capital
Less: Share Suspense (Refer
Note 5 of Annexure 4)
Reserves & Surplus
(Excluding Revaluation
Reserve)
Less: Debit Balance of Profit
and Loss Account
16,958.57
16,958.57
37,282.45
37,282.45
37,282.45
37,282.45
(55,742.15)
(25,601.32)
(33,990.97)
(25,243.14)
(22,852.72)
(9,062.86)

Net worth (i+ii)
(38,783.58)
(34,501.35)
(8,642.75)
(4,360.52)
3,291.48
10,448.36
12,039.31
19,196.19
14,429.73
21,586.61
28,219.59
35,376.47
172
accounts for Restated Summary Statement as appearing in Annexure 4 to this report.

(Jawahar Lal Goel)

Managing Director
(B.D.Narang)
Director
173

Restated Summary Statement of Profit and Loss of the Company
Annexure-2
(Rs in Lacs)
For the
year ended
March 31,
2007
For the
year ended
March 31,
2006
For the
year ended
March 31,
2005
For the
year ended
March 31,
2004
For the
year ended
March 31,
2003
27,685.51
745.44
28,430.95
359.00
19,132.05
876.68
20,008.73
66.23
3,144.04
77.46
3,221.50
47.46
964.06
284.67
1,248.73
-
1,054.94
25.46
1,080.40
-
100.00
12.95
112.95
-
Total
EXPENDITURE
Purchases
Operating Costs
Personnel Cost
Financial Charges
28,789.95
20,074.96
3,268.96
1,248.73
1,080.40
112.95
1,544.48
23,954.89
2,181.02
1,968.02
14,637.45
3,860.44
10,743.68
120.31
22,425.65
1,487.21
2,556.94
10,250.30
1,752.91
5,752.84
611.77
7,250.75
214.87
186.91
3,264.47
201.28
283.45
469.52
2,334.74
200.16
159.77
0.62
306.47
172.26
716.39
432.62
135.55
1,314.68
0.50
131.19
56.70
143.09
83.20
0.51
228.52
5.37
Total
Profit/(Loss) before Tax and
Exceptional items
Exceptional items (Refer Note 9.1 to
Annexure 4)
Exceptional items
-Deferred Tax
-Fringe Benefit Tax
-Wealth Tax
Written Back
Profit/(Loss) after Tax
Less:Transfer to Restructuring
Account(Refer Annexure 4 )
58,889.98
44,346.16
12,013.50
3,643.54
2,787.63
460.69
(30,100.03)
(24,271.20)
(8,744.54)
(2,394.81)
(1,707.23)
(347.74)
(12,084.30)
(30,100.03)
40.44
0.36
(24,271.20)
24.50
0.58
(8,744.54)
3.29
-
(2,394.81)
-
(13,791.53)
-
(347.74)
-
(30,140.83)
(25,601.32)
(24,296.28)
(33,990.97)
(8,747.83)
(25,243.14)
4.40
(2,390.42)
(22,852.72)
1.67
(13,789.86)
(9,062.86)
(347.74)
(8,715.12)
32,685.93
(55,742.15)
(25,601.32)
(33,990.97)
(25,243.14)
(22,852.72)
(9,062.86)
(30,553.99)
(25,188.15)
(20,783.26)
(2,788.40)
(77.41)
(321.75)
413.16
(30,140.83)
891.87
(24,296.28)
12,035.43
(8,747.83)
397.98
(2,390.42)
(13,712.45)
(13,789.86)
(25.99)
(347.74)
Particulars
For the nine

months ended
December
31, 2007
INCOME
Sales & Services (Refer Annexure-10)
Other Income (Refer Annexure-11)

Net Profit/(Loss) Before Adjustment as
per Audited Statement
Total of Adjustments (See Para C.2 of
annexure 4)
Net Profit/(Loss) after Adjustment
Accounts for Restated Summary Statements, as appearing in Annexure 4 to this Report.

174
(Jawahar Lal Goel)

Managing Director
(B.D.Narang)
Director
175

Restated Summary Statement of Cash Flow of the Company
Annexure-3
(Rs in Lacs)
For the nine
months ended
December 31,
2007
For the
year ended
March 31,
2007
For the
year ended
March 31,
2006
For the
year ended
March 31,
2005
(30,100.03)
(24,271.20)
(8,744.54)
(2,394.81)
10,743.68
(487.38)
2.41
(24.78)
(15.95)
3,647.14
-
5,752.84
(575.24)
12.36
576.94
(32.08)
1,430.56
-
283.45
(27.46)
1.97
61.28
(50.00)
172.26
(269.54)
5.18
230.09
-
Operating Profit before Working Capital Changes

Adjustment for :
Decrease/(Increase)in Inventories
Decrease/(Increase) in Trade and Other Receivables
Increase/(Decrease) in Trade and Other Payables
(16,234.91)
(17,105.82)
(8,475.30)
(2,256.82)
(359.00)
(8,103.15)
23,017.94
(66.23)
(6,521.16)
42,014.29
(47.46)
(3,273.80)
9,563.28
238.13
2,223.06
Cash Generated from Operations

Less : Direct Taxes Paid (Net)
Net Cash Flow from Operating Activities
Cash Flow from Investing Activities
Proceeds from Sale of Investments
Purchase of Investments
Security Received against Capital goods
Proceeds from Sale of Fixed Assets
Purchase of Fixed Assets (including Capital Work in
Progress)
(1,679.12)
(65.10)
(1,744.22)
18,321.08
(71.70)
18,249.38
(2,233.28)
(3.98)
(2,237.26)
204.37
(43.38)
160.99
6,324.78
(6,500.00)
3.23
505.60
4.30
1,823.51
3,407.96
22.67
7.50
5.99
(17,317.92)
(33,725.78)
(10,250.30)
(379.42)
24.09
(2,956.30)
42.81
(2,016.00)
1,908.33
(66.37)
(700.00)
1,000.00
47.05
1,521.25
(7,795.82)
5,995.68
1,203.30
(300.00)
27.46
16.00
(5,184.08)
6,039.90
(219.95)
269.67
(20,379.31)
(33,042.87)
(4,344.29)
555.61
7,400.00
(2,188.41)
(31.07)
44,894.96
(20,313.00)
(1,313.92)
(40.02)
19,154.36
(2,600.00)
(66.64)
21.81
588.92
(1,210.00)
(0.45)
(224.73)
(5.13)
1,190.78
(1,700.00)
22,362.48
238.95
15,200.42
406.93
6,734.09
152.54
(739.53)
(22.93)
132.62
1,133.17
593.62
441.08
464.01
1,372.12
1,133.17
593.62
441.08
Particulars
A)
B)
Cash Flow from Operating Activities

Net Profit/(Loss) before Tax
Adjustment for :
Interest Income
Loss on Sale of Assets
Profit on Sale of Investments
Provision for Doubtful Debts and Advances
Exchange Adjustments (Net)
Interest Expenses
Balances Written Off
Decrease/(Increase) in loans given to Subsidiaries(net)

Loans given to Others
Loan repaid by Others
Advance Share Application to Subsidiaries
Advance Share Application to Others
Share Application money refund received
Interest received
C)
Net Cash Flow from Investing Activities

Cash Flow from Financing Activities
Advance Share Application Money Received
Repayment of Advance Share Application Money
Received
Interest Expenses
Net Proceeds from Long Term Borrowing
Proceeds from Short Term Borrowing
Repayment of Short Term Borrowing
Net Cash Flow from Financing Activities
Net Cash Flow during the period/year (A+B+C)
Cash and Cash Equivalents received pursuant to the
Scheme
Cash and Cash equivalents at the beginning of the
period/year
Cash and Cash Equivalents at the end of the
period/year
176
For the nine

months ended
December 31,
2007
Particulars
Cash and Cash Equivalents at the end of the
period/year comprises of:
Cash in Hand
Balances with Scheduled Banks in Current Accounts
Balances with Scheduled Banks in Deposit Accounts
Notes: 1.
8.89
818.15
545.08
For the
year ended
March 31,
2007
For the
year ended
March 31,
2006
For the
year ended
March 31,
2005
0.68
598.61
533.88
1.49
176.53
415.60
0.30
26.47
414.31
Accounting Standard 'AS-3' became applicable to the Company for the financial year ended March
31, 2005 hence above statement includes cash flow statement for the financial year ended March
31, 2005 and onwards
2. Assets and Liabilities received pursuant to the Scheme and business acquired are not considered in
the above cash flow statement, being non cash transaction.
accounts for Restated Summary Statement as appearing in Annexure 4 to this Report.

(Jawahar Lal Goel)
Managing Director
(B.D. Narang)
Director
177

Annexure-4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND SUMMARY OF SELECTED NOTES

TO ACCOUNTS TO THE RESTATED SUMMARY STATEMENT
A.
SIGNIFICANT ACCOUNTING POLICIES:-
(a)
Accounting Convention:
i.
The Company generally follows mercantile system of accounting and recognizes income and expenditure
on accrual basis except those with significant uncertainties.
ii.
The financial statements have been prepared on historical cost convention and in accordance with the
accounting standards referred to in Section 211 (3C) of the Companies Act, 1956.
(b) Fixed Assets:

I.
Intangible fixed assets

i.
Software is capitalized as an intangible asset on meeting recognition criteria.
ii.
DTH License fee paid is considered as an intangible asset and stated at cost less amortization.
II.
Tangible fixed assets

i. Tangible fixed assets are stated at Cost less accumulated depreciation. Cost includes capital cost,
freight, installation cost, duties and taxes and other incidental expenses incurred during the
construction/installation stage attributable to bringing the assets to working condition for its
intended use.
ii. All capital costs and incidental expenditure incurred during pre operational period and advances
paid for capital expenditure are shown as Capital work-in-progress.
iii. Customer premises equipments are being capitalized on its activation.
(c)
Depreciation/Amortization:
i.
Depreciation on tangible fixed assets is provided on straight line method at the rates and in the
manner prescribed in Schedule XIV to the Companies Act 1956, except customer premises
equipments on which depreciation is provided @ 20% based on useful life estimated by the
management
ii.
Software is amortized over a period of five years or license period whichever is shorter
iii.
Goodwill on acquisition is amortized over a period of five years.
iv.
Leasehold improvements are amortized over the period of lease.
v.
(d)
License fee is amortized over the period of license.
Revenue Recognition:
i.
Subscription revenue is recognized on completion of service.
ii.
Sale of goods is recognized when risk and rewards of ownership are passed on to the customer,
which is generally on dispatch of goods.
178
iii.
(e)
(f)
Lease Rentals are recognized as revenue as per the terms of the agreement.
Investments:
I.
Long Term investments are stated at cost. Provision for diminution in value of long term
investment is made, if the diminution is other than temporary.
II.
Current investments are stated at cost or fair value whichever is lower.
Inventories:
Inventories are valued at lower of cost and net realizable value. Cost is identified on weighted average
basis.
(g)
Retirement Benefits:
The Accounting Standard (AS) 15, Employee Benefits (revised 2005), issued by the Council of
Institute of Chartered Accountants of India, originally comes into effect in respect of the accounting
periods commencing on or after April 01, 2006 and was mandatory in nature from that date.
Consequently, the above standard becomes applicable to the Company for any period on or after the
effective date. However, subsequently the Council of the Institute has deferred the mandatory
applicability of the standard for all periods on and after 7 December 2007. The Company adopted the
Accounting Standard (AS) 15, Employee Benefits (revised 2005) for the first time in preparing the
financial statements for the period April 01, 2006 to March 31, 2007. For the purpose of the restated
statements, AS-15 (revised) has not been applied for the years ended March 31, 2006, 2005, 2004 and
2003 as the same was not applicable in those years. The restated financial statements for those years
have been prepared in compliance with the erstwhile Accounting Standard (AS) 15. Consequently
significant impact, if any, of applicability of the new standard has not been recognized in the restated
statements for the years ended March 31, 2006, 2005, 2004 and 2003.
I.
For the year ended March 31, 2006, 2005, 2004 and 2003
i.
Provident fund and gratuity benefits
Retirement benefits to employees comprise contributions to provident fund and gratuity.

Provident fund contributions are charged to the Profit and Loss Account. The Companys
contribution to employees gratuity fund Scheme of Life Insurance Corporation (LIC) is
charged to profit and loss account. Further, provision is made for the shortfall, if any, based on
actuarial valuation at the year end by an independent actuary. Effective from 31st March,
2006, the Company has discontinued the payment of contribution to gratuity fund scheme of
LIC.
ii.
Leave Encashment
Provision for leave encashment is made on the basis of actuarial valuation at year-end and
incremental provision is charged to the Profit and Loss Account on accrual basis.
II.
For the year ended March 31, 2007 and nine months ended December 31, 2007
i.
Defined contribution plan
In respect of retirement benefits in the form of provident fund, the contribution payable by the
Company is charged to the profit and loss account for the year.
ii.
Defined Benefit plan
The present value of defined benefit obligation and the related current service cost are
measured using the projected unit credit methods with actuarial valuation being carried out at
each balance sheet date. The defined benefit obligations are not funded.
Leave encashment:
179
Liability for leave encashment is provided on the basis of actuarial valuation at the balance
sheet date.
Gratuity
Gratuity liability for the year is provided on the basis of actuarial valuation as per defined
retirement plan covering eligible employees. The plan provides payment to vested employees on
retirement, death or termination of employment of an amount based on the respective employees
salary and the term of employment with the Company.
The Company has changed the method of computing provision for gratuity and leave encashment
from the method prescribed under AS 15 (Accounting for Retirement Benefits) to AS 15
(Employee Benefit) (revised 2005). Pursuant to the adoption, the transitional obligation of the
Company amounting to Rs 22.40 lacs has been adjusted against general reserve as provided in the
AS.
(h)
Foreign Currency Transactions:
Transactions in foreign currency are recorded at the exchange rate prevailing on the date of transaction.
Monetary assets and liabilities denominated in foreign currency are translated at the exchange rate prevailing at
the balance sheet date and gains or losses on translation are recognized in Profit and Loss account. Non
monetary foreign currency items are carried at cost.
(i)
Borrowing Cost:
Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as a
part of such assets. All other borrowing costs are charged to revenue.
(j)
Taxes on Income:
Tax expense comprise of current, deferred and fringe benefit tax. Current income tax and fringe benefit tax is
measured at the amount expected to be paid to the tax authorities in accordance with Indian Income Tax Act.
Deferred Tax is recognized, subject to consideration of prudence, on timing difference, being the difference
between taxable income that originate in one period and are capable of reversal in one or more subsequent
periods and measured using relevant enacted tax rates. At the balance sheet date the company assesses
unrealized deferred tax assets to the extent they become reasonably certain or virtually certainty of realization,
as the case may be.
(k)
Operating Lease:
Lease of the assets where all the risk and rewards of ownership are effectively retained by the lessor are
classified as operating
lease. Lease payments/revenue under operating lease are recognized as an
expense/income on accrual basis in accordance with respective lease agreement
(l)
Earning Per Share:
Basic earnings per share is computed and disclosed using the weighted average number of common shares
outstanding during the year. Diluted earnings per share is computed and disclosed using the weighted average
number of common and dilutive common equivalent share outstanding during the year except where the result
would be anti dilutive.
(m) Employees Stock Option Scheme:
In respect of stock option granted pursuant to the Companys Stock Options Scheme, the intrinsic value of the
option is treated as discount and accounted as employee compensation cost over the vesting period.
(n) Impairment:
180
If the carrying amount of fixed assets exceeds the recoverable amount on the reporting date, the carrying amount
is reduced to the recoverable amount. The recoverable amount is measured at the higher of the net selling price
and value in use determined by the present value of estimated cash flows.
B.
SELECTED NOTES TO ACCOUNTS

1.
Background:
Dish TV India Limited is mainly in the business of providing Direct to Home (DTH) Satellite
Television Service and Teleport Service. During the year 2006-07, the name of the Company has
been changed from ASC Enterprises Limited to Dish TV India Limited.
2.
Use of Estimates:
The preparation of the financial statements in accordance with the generally accepted accounting
principles requires the management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosure of contingent liabilities as at the date of the financial
statements and the reported amount of revenue and expenses of the period. Actual results could differ
from those estimates.
3.
Shareholders Fund:
3.1
Capital Structure:
(Rs. in lacs)
Share Capital
A. Authorized Capital
730,000,000 Equity Shares of Re. 1 each
B. Issued, Subscribed and Paid-up
428,222,803 (715,687,650) Equity Shares of Re. 1 each fully
paid up
Share Capital Suspense
Total
Nine Months Period

ended
December 31, 2007
Year ended
March 31, 2007
7,300.00
7,300.00
4,282.23
7,156.88
4,282.23
(2,874.65)
4,282.23
Note: Refer Note 5 below for changes in capital structure pursuant to the Scheme of Arrangement.
3.2
Reserve and Surplus:

(Rs. in lacs)
Reserve and Surplus
Securities Premium
Less: Transferred to Restructuring Account
Total
General Reserve
Transferred from Restructuring Account pursuant to the Scheme
Less: Adjustment pursuant to transitional Provision as per AS15
Total
4.
Nine Months Period

ended
December 31, 2007
Year ended
March 31, 2007
37,282.45
37,282.45
-
16,958.57
-
16,980.97
22.40
16,958.57
16,958.57
Going Concern:
The restated financial statements have been prepared assuming the Company will continue as a
going concern. The management believes that it is appropriate to prepare these financial statements
on a going concern basis, for the following reasons:
4.1
The Company holds DTH license from Government of India for considerable long time.
181
5.
4.2
The Company is the first to launch DTH services in India. This business necessitates long
gestation period to stand on its feet. Being first mover, the Company has incurred huge
expenses on awareness of the product, brand building on a pan India basis. The benefit of
these expenses will accrue in the future years.
4.3
The Promoters are 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. Hence no adjustment is made on account of reclassification of assets and
liabilities for the going concern assumption.
The Scheme of Arrangement:

During the financial year ended 31st March, 2007, the Scheme of Arrangement (the Scheme)
under Section 391 to 394 read with Section 78, 100 and other applicable provisions of the
Companies Act 1956 between Zee Entertainment Enterprises Ltd. (ZEEL) (formerly known as Zee
Telefilms Limited), Siti Cable Network Limited (SITI) and New Era Entertainment Network Ltd.
(NEENL) and Dish TV India Limited (the Company) (formerly known as ASC Enterprises
Limited) and their respective shareholders have been sanctioned by the Honble High Court of
Judicature at Mumbai and High Court of Judicature at New Delhi vide their respective order dated
12th January, 2007 and 18th December, 2006 and a copy of these orders have been filed with the
respective Registrar of Companies on 17th January, 2007 and 19th January, 2007 respectively. The
Scheme has been given effect in financial statements for the year ended 31st March 2007 except
actual allotment and reorganization of share capital, which has taken place in the financial period
ended 31st December, 2007.
5.1
Pursuant to the Scheme, Direct Consumer Services undertaking (DCS) of ZEEL including
investment made by ZEEL in SITI and the entire business and whole of the undertaking of
the transferor Companies i.e. SITI and NEENL have been transferred to and vested in the
Company on appointed date i.e.1st April, 2006 on going concern basis. The assets and the
liabilities of DCS undertaking of ZEEL at book value and of SITI and NEENL at fair value
accounted on Purchase Method as per Accounting Standard- 14 have been transferred to
and vested in the Company as under:
(Rs. in lacs)
DCS undertaking
of ZEEL
3,204.42
Particulars
Gross Block of Fixed Assets
Less: Depreciation
Net Block of Fixed Assets
Investments
Share Application Money
Total Assets (A)
Loan Funds
Total Liabilities (B)
Surplus/(Deficit) (A-B)
5.2
SITI
NEENL
757.24
265.17
475.67
2,728.75
757.24
265.17
3,293.48
193.64
10.00
14197.14
5,000.00
6,900.00
1,057.76
4,248.97
17,119.53
10,118.48
11,414.14
3,263.25
10.70
71.00
0.20
14,353.63
11,244.95
3,263.45
14,364.33
11,315.95
13,856.08
(4,245.85)
98.19
Reorganization of Share Capital:5.2.1 The paid up equity share capital of the Company had been sub-divided on 25th
September, 2006 by splitting 71,568,765 equity share of Rs. 10 each into 715,687,650
equity share of Re. 1 each.
182
5.2.2 Pursuant to the Scheme following effect are given in the financial statements for the
year ended 31st March, 2007 considering the shareholding pattern of ZEEL on record
date i.e. 20th February, 2007: 997,203,560 equity shares of Re 1 each fully paid to be issued in the ratio of 23
equity shares of Re 1 each fully paid up of the Company for every 10 equity shares of
Re 1 each fully paid up of ZEEL.
Reduction of above equity share capital by way of cancellation of 3 equity shares of
Re. 1 each fully paid up for every 4 equity shares of Re. 1 each fully paid up resulting
in final issues of 249,300,890 equity shares of Re. 1 each fully paid up.
Pending actual action, the difference on allotment, cancellation, reduction and issue
of Share Capital as above has been taken to the Share Capital Suspense. The actual
action has been taken place during the period ended 31st December, 2007.
5.2.3 The Share capital of the Company Rs. 715,687,650 divided into 715,687,650 equity
shares of Re 1 each fully paid up will be reduced by cancellation of 3 equity shares of
Re 1 each fully paid up for every 4 equity shares of Re 1 each fully paid up. The
resultant Share Capital will be Rs. 1,789.22 lacs. Pending actual reduction, Rs. 5,367.66
lacs has been taken to Share Capital Suspense.
5.3
Pursuant to the Scheme, surplus Rs. 16,980.97 lacs in the Restructuring Account after
carrying out following adjustments as per the Scheme has been transferred to General
Reserve Account.
5.3.1
The value of net assets of DCS undertaking of ZEEL as reduced by the face value of
equity shares to be issued amounting to Rs.11, 363.07 lacs has been credited to
Restructuring Account as prescribed in the Scheme.
5.3.2
The value of net assets/ (liabilities) of SITI and NEENL amounting to (Rs. 4,439.48
lacs) and Rs. 93.20 lacs respectively, as reduced by the cancellation of the
investments amounting to Rs. 193.63 lacs and Rs. 5.00 lacs respectively has been
(debited)/credited to Restructuring Account as prescribed in the Scheme.
5.3.3 Balance in Securities Premium Account and Profit and Loss Account (Debit Balance)
amounting to Rs. 37,282.45 lacs and Rs. 32,685.93 lacs respectively has been
transferred to Restructuring Account.
5.3.4 Reduction in share capital Rs. 5,367.66 lacs has been transferred to Restructuring
Account.
6.
5.4
Pursuant to demerger of DCS undertaking of ZEEL , SITI and NEENL became wholly
owned subsidiaries of the Company and hence upon the merger of the Subsidiaries with the
Company, entire equity share capital of these Companies stand automatically cancelled and
hence there will not be any issue and allotment of shares of the Company.
5.5
The transactions of NEENL, SITI and DCS business of ZEEL between the appointed date
and the effective date are deemed to be made on behalf of the Company. Accordingly, all
assets, liabilities, income and expenditure of the demerged undertakings for the said period
are taken over by the Company and given effect in those financial statements.
5.6
The assets, license and agreements etc. transferred pursuant to the Scheme of Arrangement
are in the process of registration/transfer in the name of the Company.
During the financial year ended 31st March, 2007, the Company acquired DTH Equipment Unit
Business (DEU) of Essel Agro Private Limited on a going concern basis vide agreement to transfer
DTH Equipment Unit (DEU) Business dated 31st December, 2006. Pursuant to the agreement
following assets and liabilities have been acquired and are included in these financial statements.
183
The goodwill arising on acquiring of DEU Business amounting to Rs. 4,511.78 lacs (including
purchase consideration Rs. 5.00 lacs) has been treated as intangible asset.
(Rs. in lacs)
Amounts
15,034.97
214.03
15,249.00
19,755.78
4,506.78
Particulars
Fixed Assets
Total Assets
Net Deficit
7.
Taxes on Income:
7.1
In view of the losses incurred during all the years/period covered in restated account and
brought forward losses, provision for taxation is not required under the provisions of
Income Tax Act, 1961.
7.2
As per the requirement of Accounting Standard-22 issued by The Institute of Chartered

Accountant of India, applicable from period 1st April, 2001, the accumulated deferred tax
assets (Net) of the Company not taken in accounts based on conservative policy of the
Company amounting to Rs. 21,615.05 lacs (year ended 31st March, 2007 Rs. 11,614.44
lacs) as per detail given below:
(Rs. in lacs)
Nine months period
ended
December 31, 2007
Particulars
Deferred Tax Assets
Depreciation
Disallowances under the Income Tax Act
Total
Deferred Tax Liabilities
Depreciation
Total
Deferred Tax Balance (Assets)(Net)
8.
Year ended
March 31, 2007
21,237.95
45.76
331.34
21,615.05
12,211.92
313.99
12,525.91
21,615.05
911.47
911.47
11,614.44
Capital Work in Progress:

Capital Work in Progress comprises of equipments [including customer premises equipment
(CPE)], capital goods in transit, capital advances and pre-operative project expenses ( to be
eventually allocated to fixed assets on commencement of commercial operation ). The CPE with
dealer, distributor and others are subject to confirmation and CPE with the company are subject
to physical verification and reconciliation.
9.
Others Disclosures:
9.1
Exceptional item expensed in the financial year ended 31st March, 2004 represents
provision for doubtful advance Rs. 12,084.30 lacs (including due from a subsidiary of
shareholder Rs. 8277.08 lacs) relating to multi mission satellite system project. The
approval of the Reserve Bank of India is yet to be obtained.
9.2
Sharing of Expenses:
The expenses under various heads are net of expenses shared with subsidiaries and other
related parties as per arrangement.
9.3
As per advice received and in terms of DTH license agreement the Company has
provided license fee on its gross revenue from DTH subscriber.
9.4
In the financial statement for the year ended 31 March 2005, the Company has granted
rights to distribution, marketing and aggregation (DTH Service) w.e.f. 1st April 2004 for
184
a lump sum consideration of Rs 410 lac p.a. to New Era Entertainment Network Limited
(NEENL) which has been terminated on 15 June 2005. The Company has provided
license fees payable to Pay & Accounts Officer, Ministry of I & B, New Delhi on the
revenue accounted by NEENL from these services.
9.5
As at the balance sheet date, the Company has following foreign currency payable and
receivables which are not hedged by a derivative instrument or otherwise:(Amount in lacs)
Particulars
Receivables
Payables
9.6
Nine months period ended

December 31, 2007
Value in USD $
Equivalent to
INR Rs.
5.90
230.68
48.24
1,914.99
Year ended
March 31, 2007
Value in USD
Equivalent to
$
INR Rs.
3.75
160.99
51.19
2,244.48
Employee Stock Option Plan ESOP 2007

The Company instituted the Employee Stock Option Plan ESOP-2007 to grant equity
based incentives to its eligible employees. The ESOP-2007 (The Scheme) had been
approved by the Board of Directors of the Company at their meeting held on June 28,
2007 and by the shareholders of the Company by way of special resolution passed at their
Annual General Meeting held on August 03, 2007, to grant aggregating 4,282,228 options
( not exceeding 1% of the issued and paid up equity share capital of the Company as on
March 31, 2007), representing one share for each option upon exercise by the employee
of the Company at a exercise price determined by the Board/remuneration committee.
The Scheme covers grant of options to the specified permanent eligible employees of the
Company as well as of its subsidiaries and also to non-executive directors of the
Company including independent directors. Pursuant to the Scheme, the Remuneration
Committee has on August 21, 2007 granted 3,073,050 options to specified eligible
employees of the Company at the market price determined as per the SEBI Guidelines.
The options granted under the Scheme shall vest not less than one year and not more
than five years from the date of grant of options. Under the terms of the Scheme, 20% of
the options will vest in the employee every year equally. The Option grantee must
exercise all vested options within a period of four years from the date of vesting. Once
the options vest as per the Scheme, they would be exercisable by the Option Grantee at
any time and the shares arising on exercise of such options shall not be subject to any
lock-in period.
The movement in the options granted to the Employee during the period is set out
below:-
Particular
Date of Grant
Market Price on date of grant of the options (per Share)
Exercise Price
Vesting Period
Options Granted (Nos.)
Option Lapsed (Nos.)
Options Forfeited (Nos.)
Options Exercised
Options Expired
Options Outstanding at end of the period (Nos.)
Options exercisable at the end of the period
Grant of Options
August 21, 2007
Rs.75.20
Rs.75.20
Five Years
3,073,050
146,900
NIL
NIL
NIL
2,926,150
NIL
The Company has granted options to the employees at a exercise price of Rs. 75.20 per
share being the latest market price as per SEBI Guidelines. In view of this, there being no
intrinsic value (being the excess of the market price of share under ESOS over the
exercise price of the option), on the date of grant the company is not required to account
the accounting value of option as per SEBI Guidelines.
185
9.7
9.8
10.
Figures of period ended 31st December, 2007 are not comparable with previous all
financial years.
Previous years figures have been regrouped wherever necessary.
Contingent Liabilities Not Provided For:

10.1
(Rs. in lacs)
Particulars
Estimated
amount of
contract
remaining to be
executed on
capital account
(Net of advance)
Bank guarantees
given on behalf
of subsidiaries.
Guarantees given
on behalf of
other company.
Guarantees given
by bank on our
behalf.
Disputed Income
tax, Sales Tax /
VAT demand.
Claim against the
company not
acknowledged as
debt.
Nine months
period ended
December
31, 2007
Year ended
March 31,
2007
Year ended
March 31,
2006
Year ended
March 31,
2005
Year ended
March 31,
2004
2,623.36
3,077.22
1,754..86
40.00
140.00
440.00
595.00
240.00
240.00
500.00
500.00
5,117.00
4,001.05
4,000.00
4,000.00
4,000.00
473.11
2.91
Unascertained
Unascertained
Unascertained
Unascertained
Unascertained
Unascertained
Year ended
March 31,
2003
10.2 The Entertainment Tax Authorities, Noida has raised a demand of Rs. 404.60 Lacs on
account of entertainment tax for the period
from November, 2003 to February, 2004.
The Company has filed petition against the demand, which is pending. Further, the
authorities have intimated a total demand of Rs. 920.20 lacs till 31st March, 2007.
10.3
Entertainment Tax demand Rs. 63.35 lacs raised by various entertainment tax authorities
of Utrakhand state have been challenged and the petition is pending before the High
Court. The demand has been stayed by the High Court.
10.4
The Company has given a guarantee for the performance of the term and conditions of
satellite capacity agreement between a subsidiary of the company namely Agrani Satellite
Services Limited and the vendor which is strategically important for the business of the
Company.
11. Operating Lease:

11.1
In respect of assets taken on operating lease:

The Companys significant leasing arrangements are in respect of operating leases taken
for offices, residential premises, transponder etc. These leases are cancelable operating
lease agreements that are renewable on a periodic basis at the option of both the lessee
and the lessor. The initial tenure of the lease generally is for 11 months to 120 months.
The detail of assets taken on operating lease is as under:-
186
(Rs. in lacs)
Nine months
period ended
December
31, 2007
3,159.35
Year
ended
March 31,
2007
4,034.24
Year
ended
March 31,
2006
3,688.07
Year
ended
March 31,
2005
1,984.76
Year
ended
March 31,
2004
423.53
Year
ended
March
31, 2003
17.96
than
84.78
1,411.19
3,526.76
one
not
five
70.60
1,469.49
five
Particulars
Lease
rental
charges for the
period (net of
shared cost)
Future Lease Rental obligation payable (Under non-cancelable lease)
Not later
one year
Later than
year but
later than
years
More than
years
11.2.
The Company has leased out assets by way of operating lease and year ended, the gross
book value of such assets, its accumulated depreciation, depreciation and lease rental
income for the period is as given below:(Rs. in lacs)
Particulars
Lease
Rental
Income
Gross Value of
the Assets
Accumulated
Depreciation
Depreciation for
the year
11.3.
Nine months
period ended
December
31, 2007
Year
ended
March 31,
2007
Year
ended
March 31,
2006
Year
ended
March 31,
2005
Year
ended
March 31,
2004
4,730.38
2,731.55
35.10
64,023.83
47,219.24
4,956.51
190.05
13,599.09
4,600.02
139.11
19.65
8,999.07
4,460.91
119.46
19.65
Year
ended
March
31, 2003
-
Future Lease Rental Receivable (Under non-cancelable lease):(Rs. in lacs)

Nine months
period ended
December
31, 2007
Year
ended
March 31,
2007
6,713.32
4,556.00
231.12
one
not
five
19,304.69
14,475.65
five
Particulars
Not later
one year
Later than
year but
later than
years
More than
Year
than
Year
ended
March 31,
2006
Year
ended
March 31,
2005
Year
ended
March 31,
2004
-
Year
ended
March
31, 2003
-
4,382.54
12. Auditors qualifications and Remarks:

12.1 Audit qualification / remarks, which require any corrective adjustment in the financial
information, are as follows:
12.1.1
The auditors have qualified the report for the financial year ended 31st March,
2004 and 2005 for non recoverable advances aggregating to Rs. 12,284.30 lacs
included in other advances due from foreign companies as a part of the project
187
taken over. Accordingly, adjustments are made to the financial statement, as

restated for the year ended 31st March, 2004 to account for the loss of Rs.
12084.30 lacs on such advance and balance Rs. 200.00 lacs recovered.
12.1.2
12.2
The auditors have qualified the report for the financial year ended 31st March
2004, 2005 and 2006 regarding carrying value of investment in subsidiaries. The
carrying value of investment in subsidiaries as at 31st March, 2006 is aggregating
to Rs.10,687.15 lacs. Accordingly, adjustments for Rs. 1,247.05 lacs are made to
the statement of financial statement, as restated for the year ended 31st March,
2004 to account for the loss on permanent diminutions in the value of investment.
Balance Rs. 9,440.10 lacs is considered good and recoverable based on the
subsequent event for the project under implementation undertaken by the
subsidiary and also in view of long term involvement and relation with the
subsidiary.
Other audit qualification / remarks, which do not require any corrective adjustment in the
financial information are as follows:
12.2.1 The auditors have qualified the report for the financial year ended 31st March
2004, 2005 and 2006 regarding recoverability of loans and advances to subsidiaries
and other companies. Loans and advances outstanding (due from subsidiaries) as at
2006 is aggregating to Rs. 3,275.34 lacs. The said loans and advance is considered
good and recoverable based on the subsequent event for the project under
implementation by the subsidiary and also in view of long term involvement and
relation with the subsidiary.
12.2.2 The auditors have qualified the report for the financial year ended 31st March,
2003, 2004, 2005 and 2006, that the Company has given interest free loans given
to certain companies, which are not in accordance with provision of sub section (3)
of section 372 A of the Companies Act, 1956.
12.2.3 The auditors have qualified the report for the financial year ended 31st March,
2003 that interest of Rs.175.81 lacs due on unsecured loan taken is not provided as
per agreement as the said agreement is being renegotiated, whereby no interest will
be payable as the loan is likely to be converted in to share capital of its wholly
owned subsidiary from the date of receipt of the loan.
12.2.4
2004 and 2005 for not providing exchange difference loss of Rs 1,029.05 and Rs.
1072.79 lacs respectively as required by AS -11 on realignment of foreign
exchange advances Rs. 12,284.30 lacs. The Company has not adjusted the same in
restated account as the loss on such advance in foreign exchange is fully provided
in the accounts (Refer Note 12.1.1).
12.2.5
2007, for the managerial remuneration amounting to Rs. 12.94 lacs paid to
managing director pending approval of Central Government. The Company has not
adjusted the restated account as subsequently approved by the Central
Government.
12.2.6 The auditors in their audit report for the nine months ended 31 December, 2007
and financial year ended 31 March 2007, has drawn reference to note on preparing
the financial statements on going concern basis.
12.2.7
(a)
Auditors comment under MAOCARO 1988/ CARO 2003
Fixed Assets:In the financial year ended 31st March, 2006 and 2007, auditors have reported that there is
a phased program of Physical verification of fixed assets except for consumer premises
188
equipments installed at the customers premises, which is reasonable having regard to the
size of the Company and nature of its assets. Pursuant to the program, the physical
verification of certain assets was carried out during the period. The reconciliation of the
fixed assets physically verified with the books is in progress and differences, if any, will be
accounted on its determination.
(b)
Interest free loan granted:In the financial year ended 31st March, 2003, the auditors have reported that Company has
granted interest free unsecured loans to companies under the same management as was
defined under erstwhile section 370 (1B) of the Companies Act, 1956.
(c)
Interest free loan granted to parties covered u/s 301 of the Companies Act, 1956:In the financial year ended 31st March, 2005 and 2006, the auditors have reported, that the
Company has granted interest free unsecured loans to companies covered in the register
maintained under section 301 of the Act. The maximum amount involved during the
financial year ended 31st March, 2006 and 2005 was Rs. 50.73 crores and Rs. 69.12 crores
respectively and outstanding balance as at 31st March 2006 and 2005 was Rs. Nil and Rs.
50.73 crores respectively. Further in financial year ended 31st March, 2007 auditor has
reported that loans given to parties covered in the register maintained u/s 301 of the
Companies Act, 1956, aggregating to Rs. 12.40 Crores are provided at the interest rate
prejudicial to interest to the Company.
(d)
Internal Audit:In the financial year ended 31st March, 2007, auditors have reported that the Company has
an internal audit system commensurate with its size and nature of its business. However,
the same needs to be strengthened as regard scope and periodicity.
(e)
Statutory Dues:In the financial year ended 31st March, 2003, 2004, 2005, 2006 and 2007 auditors have
reported that the Company is regular in depositing undisputed statutory dues including,
investor education and protection fund, employees state insurance, income tax, sales tax,
wealth tax, custom duty, excise duty, cess, and other statutory dues, wherever applicable,
with appropriate authorities except delay in few cases.
(f)
Accumulated losses:In the financial year ended 31st March, 2004, 2005, 2006 and 2007, auditors have
reported that the accumulated losses (without considering audit qualifications) are more
than fifty percent of its net worth. Further, the Company has incurred cash losses in all the
above financial years.
(g)
Default in repayment to financial institutions/banks:In the financial year ended 31st March, 2004 and 2005, auditors have reported, default in
repayment to financial institutions / banks as under:(Rs. in lacs)
Particulars
Principal
During the year ended 31st March 2004
Financial
50.00
Institutions
Banks
During the year ended 31st March 2005
Banks
1,000.00
(h) Fund utilization:-
189
Interest
Period of default
1.56
1-3 months
45.06
1-2 months
126.53
1-30 days
In the financial year ended 31st March, 2004 and 2007, auditors have reported that the
company has used short term funds amounting to Rs. 2,479.50 lacs and Rs. 51,626.07 lacs
respectively for long term investments.
12.3 Other Non Compliance:
C).
a.
For the financial year ended 31st March, 2003 and 2004, the Company did not form an
audit committee of its Board of Directors as required under section 292A of the Companies
Act, 1956.
b.
For the financial year ended 31st March, 2003, 2004 and 2005, the Company did not have a
whole time company secretary as required under section 383A of the Companies Act, 1956.
NOTES ON ADJUSTMENTS FOR RESTATED FINANCIAL STATEMENTS

1.
The Company adopted the revised Accounting Standard 15(R) on employees Benefits effective
from 1 April, 2006. Pursuant to the adoption, the incremental liability at the beginning of the
year in respect to Gratuity and Leave Encashment has been adjusted against general reserve as
provided in the Standard and accordingly no adjustment is made in previous years.
2.
Below mentioned is the summary of results of restatement made in the audited accounts for the
respective years and its impact on the profit or loss of the Company:
Particulars
Prior Period Items
Diminution in
value of
investments
Provision for
doubtful advances
(Exceptional
items)
Sales/VAT
Demand
Pre-operative
Expenses
Total
3.
(Rs. In lacs)
For the
For the
year ended year ended
March 31,
March 31,
2004
2003
-
3(a)
For the nine

months ended
December
31, 2007
192.26
For the
year ended
March 31,
2007
(134.29)
For the
year ended
March 31,
2006
(48.87)
For the
year ended
March 31,
2005
(9.10)
3(b)
1247.06
(1,247.06)
3(c)
12,084.30
(12,084.30)
3(d)
220.90
(220.90)
3(e)
407.08
(381.09)
(25.99)
413.16
891.87
12,035.43
397.98
(13,712.45)
(25.99)
Reference
to Note
No.
OTHER ADJUSTMENTS
a) PRIOR PERIOD ADJUSTMENTS
During the nine months ended 31 December, 2007 and financial year ended 31 March, 2006 and
2007 certain items of income/expenses have been identified as prior period items. For the purpose
of this statement, such prior period items have been appropriately adjusted in the respective years.
b)
DIMINUTION IN VALUE OF INVESTMENTS

During the financial year ended 31 March 2006, the Company has provided for diminution in the
value of investment in the subsidiary. The auditors had qualified their report for the financial year
ended 31 March 2004 and 2005 hence the amount has been appropriately adjusted in the financial
year ended 31 March 2004.
c)
PROVISION FOR DOUBTFUL ADVANCES
190
During the financial year ended 31 March 2006, the Company has made provision for doubtful
advances. The auditors had qualified their report for the financial year ended 31 March 2004 and
2005 hence the amount has been appropriately adjusted in the financial year ended 31 March 2004.
d)
SALES TAX/VAT DEMAND

During the nine months period ended 31 December 2007, the Company provided for Sales Tax/Vat
demand raised. For the purpose of this statement, such demands have been appropriately adjusted
in the respective years.
e)
PRE-OPERATIVE EXPENSES
During the financial year ended 31 March 2003 and 2004, the Company incurred certain
expenditure on promoting and implementing DTH project and C band Teleport project and also
incurred expenses on trial run. These expenses were treated as pre-operative expenses to be
allocated to fixed assets or treated otherwise on commencement of commercial operation.
However in the financial year ended 31 March, 2005, these expenses were charged off to profit
and loss. In the restated summary statements these expenses are appropriately adjusted in
respective years in which the same were originally incurred.
4.
MATERIAL REGROUPING
a)
Upto the financial year ended 31 March 2004, interest received was shown under the head Income
but from the financial year ended 31 March 2005, the same is being shown under the head
financial charges as separate item and net balance (financial charges minus interest received) is
taken in main profit and loss account. However in the Restated Summary Statement of Profit and
Loss the interest income is shown under the head Other Income.
b)
During the financial year ended 31 March 2005 and 2006, license fee amortized was grouped
under the head Operating Expenses but from the financial year ended 31 March 2007, the
amortized amount is regrouped under the head Depreciation/Amortization. In the Restated
Summary Statement of Profit and Loss for the financial year ended 31 March 2005 and 2006 the
amortized amount is regrouped and shown accordingly.
c)
In the financial statements for the year ended 31 March 2006, Rs. 200 lacs were shown as
investment under the head Investments. However in the financial statements for the year ended
31 March 2007, the same has been regrouped under Other Advances. In the Restated Summary
Statement of Assets and Liabilities for the financial year ended 31 March 2006 the same is
d)
During the financial year ended 31 March 2004, teleport income was grouped under Other Income.
Based on regrouping of the income under Sales and Services during the financial year ended 31
March 2005 and onward, in the Restated Summary Statement of Profit and Loss the same is
e)
During the financial year ended 31 March 2007, Other DTH Revenue was grouped under Other
Income. Accordingly in the Restated Summary Statement of Profit and Loss the same is
regrouped as Other DTH Revenue.
f)
During the financial year ended 31 March 2006, credit balance of a loan written off was shown as
Exceptional Item which in the Restated Summary Statement of Profit and Loss has been regrouped
under the head Other Income.
191

Capitalisation Statement of the Company as December 31, 2007
Annexure-5
(Rs in Lacs)
Pre issue as at
December 31, 2007
Particulars
As adjusted for issue

(Immediately after the issue)
Short Term Debts
42,174.05
Long Term Debts
40.76
42,214.81
Total Debts
Shareholder's Fund
4,282.23
Share Capital
(38,783.58)
Reserves & Surplus

(Net of Profit & Loss Account Debit Balance)
(Excluding Revaluation Reserve)
Miscellaneous Expenditure
(34,501.35)
Total Shareholder's Funds/Net Worth
Refer Note-3 below
Long Term Debt/Equity Ratio
Note:
1 Short term debts are considered as debts having original repayment term not exceeding 12 months.
2 Long term debts are considered as debts other than short-term debt as defined above.
3 Since net worth is negative, hence ratio not calculated.
4 The figures disclosed above are based on the restated summary financial statements of the Company as at
December 31, 2007

(Jawahar Lal Goel)
(B.D.Narang)
Managing Director
Director
192
Dish TV India Limited (Standalone)

Details of Secured & Unsecured Loans of the Company
Annexure-6
(Rs in Lacs)
S.No.
Particulars
A.
1
Secured Loans
Hire Purchase Finance/Vehicle
Loan- From Various Banks
Secured against hypothecation of
vehicles, charge not registered under
Section 125 of the Companies Act,
1956. Rate of interest varies from
4.91% to 10%. Loan repayable over
next 04 years is Rs 32.57 Lacs, 5.36
Lacs, 2.55 Lacs & 0.28 Lacs.
Secured by first pari-pasu charge on

all present and future movable fixed
assets relating to DTH project and
pledge of shares owned by promoter/
group companies. Interest payable @
11.50% p.a.
Term Loan from ING Vyasya
Bank
Secured by second charge on entire
moveable fixed assets of the
company and pledge of shares owned
by and guaranteed by related parties.
The charge is yet to be cleared.
Interest payable @ 6.50% p.a.
Secured by first pari passu
hypothecation charge on all present
and future current assets including
goods, stocks and all other such
articles and book debts, receivables,
investments, cash flow and corporate
guarantee of related party. The entire
loan, including amount due in
December 2007 Rs. 3,750 Lacs, has
since been repaid. Interest payable
BPLR - 3%. Present rate is 12.00%
p.a.
Bridge Loan from IDBI Bank
Secured by hypothecation of all
movable properties
including
movable Plant and machinery,
machinery
spares,
tools
and
accessories, book debts etc., present
and future, and corporate guarantee
of related party and pledge of certain
shares held by the promoters in the
Company. Certain securities are still
to be created in favour of the Bank.
The Loan due for repayment in April,
2008 has been repaid partly
subsequent to due date. Present rate
Balance
as at Mar
31, 2007
Balance
as at
Mar 31,
2006
Balance
as at
Mar 31,
2005
Balance
as at
Mar 31,
2004
Balance
as at
Mar 31,
2003
40.76
71.82
30.15
8.35
13.47
200.00
200.00
1,000.00
7,500.00
7,500.00
6,047.81
6,047.81
Balance
as at Dec
31, 2007
193
S.No.
Particulars
Balance
as at Mar
31, 2007
Balance
as at
Mar 31,
2006
Balance
as at
Mar 31,
2005
Balance
as at
Mar 31,
2004
Balance
as at
Mar 31,
2003
758.22
757.26
750.70
180.78
80.55
14,427.34
70.07
14,446.96
780.85
5.35
1,394.48
213.47
2,500.00
19,900.00
7,700.00
500.00
50.00
27.00
27.00
27.00
27.00
27.00
19.00
19.00
50.00
50.00
50.00
10.00
1,700.00
1,700.00
160.47
27,787.47
17.15
3,063.15
10.78
56.78
10.78
97.78
10.78
1,787.78
1,800.00
Balance
as at Dec
31, 2007
of interest @ 12.75% p.a.

6
B.
1
2
a)
b)
c)
d)
e)
f)
g)
h)
Cash credit from Axis Bank

Secured by first pari passu
hypothecation charge on moveable
fixed assets of the company and
pledge of shares by related parties.
Short term, normally repayable in
one year & present rate of interest is
12% p.a.
Total Secured Loans
Unsecured Loans
From
BanksStandard
Chartered Bank
Backed by corporate gurantee
provided by a related party. Short
term, repayable in one year & rate
of interest payable @ 11% p.a.
From OthersZee Entertainment Enterprises
Limited
Short term, repayable on demand
and interest payable @ 12% p.a.
Rupee Finance & Management
Pvt. Limited
and interest payable @ 12.50%
p.a.
Cholamandalam Investment &
Finance Co Ltd
and interest payable @ 12.50%
p.a. to 13.75% p.a.
Short term repayable on demand
and interest free
Kenlott Gamming Solutions Pvt
Limited
and interest free
India Securities Limited
and interest free
Pvt Limited
and interest free
Rajaram Finance & Investment
Co (India) Ltd
and interest free
Total Unsecured Loans
194
S.No.
Particulars
Total Loans (A+B)
Balance
as at Dec
31, 2007
Balance
as at Mar
31, 2007
Balance
as at
Mar 31,
2006
Balance
as at
Mar 31,
2005
Balance
as at
Mar 31,
2004
Balance
as at
Mar 31,
2003
42,214.81
17,510.12
837.63
1,492.26
2,001.25
1,800.00
Note: 1. Repayment Schedule given above is applicable only for Loans outstanding as on December 31, 2007.
(Jawahar Lal Goel)
(B.D.Narang)
Managing Director
Director
195

Details of the Investments of the Company
Annexure-7
(Rs in Lacs)
Particulars
December
31, 2007
As at
March
March
31, 2006
31, 2005
March
31, 2007
March 31,
2004
March 31,
2003
A) Long Term (At Cost) - Unquoted

In Subsidiaries- Trade
Equity Shares of Agrani Convergence
Limited
Equity Shares of Agrani Satellite
Services Limited
Equity Shares of Integarted Subscriber
Management Services Limited
Equity Shares of Agrani Satellite
Communication (Gib) Limited
Equity Shares of Agrani Telecom
Limited
Equity Shares of Agrani Wireless
Services Limited
Equity Shares of Quickcalls Private
Limited
Equity Shares of Smartalk Private
Limited
Equity Shares of Bhilwara Telenet
Services Private Limited
Equity Shares of Procall Private
Limited
Equity Shares of Essel Telecom
Holdings Limited
In Others - Non Trade
IDBI Regular Income Bonds
B) Short Term (At Cost) - Unquoted
(Non-Trade)
Mutual Fund
DSP Merill Lynch Cash Plus-Retail
Growth
Less: Provision for diminution in value

of investments
Total
Investments in Related Parties
Aggregate Cost -Unquoted
-Quoted
1,247.05
1,247.05
1,247.05
2,445.20
2,445.20
2,445.20
9,440.10
9,440.10
9,440.10
9,440.10
9,440.10
9,440.10
5.00
5.00
1.34
1.34
1.34
4.94
4.94
4.94
4.94
169.96
169.96
169.96
183.70
183.70
183.70
145.18
145.18
145.18
117.77
117.77
117.77
2.47
2.47
2.47
7.50
7.50
200.00
10,892.15
10,692.15
10,687.15
12,510.66
12,518.16
12,523.10
1,247.05
1,247.05
1,247.05
1,247.05
1,247.05
9,645.10
10,692.15
9,445.10
10,692.15
9,440.10
10,687.15
11,263.61
12,510.66
11,271.11
12,510.66
12,523.10
12,515.60
10,892.15
-
10,692.15
10,687.15
12,510.66
12,518.16
12,523.10
Note: 1. The above Statement should be read with the Significant Accounting Policies and selected notes to
2 The Company has not made investment in related party except in subsidiary companies.
196

(Jawahar Lal Goel)

Managing Director
(B.D.Narang)
Director
197

Restated summary statement of Sundry Debtors of the Company
Annexure-8
(Rs in Lacs)
Particulars
Debts for period exceeding

six months
Others
Less: Provision for Doubtful
Debts
Total Sundry Debtors
Amount due from Related
Parties
As at
December
31, 2007
March
31, 2007
March
31, 2006
March
31, 2005
March
31, 2004
March
31, 2003
3,728.63
181.47
81.26
233.76
853.57
4,582.20
422.88
4,147.85
4,329.32
422.88
672.04
753.30
-
233.76
-
460.36
460.36
-
4,159.32
3,906.44
753.30
233.76
460.36
4,077.97
3,645.08
529.65
233.76
460.36
Note: 1. The above Statement should be read with the Significant Accounting Policies and selected notes to
2. No amount is recoverable from Promoters, Promoter Companies or Promoter Group.
(Jawahar Lal Goel)

Managing Director
(B.D.Narang)
Director
198

Restated Summary of Loans and Advances of the Company
Annexure-9
(Rs in Lacs)
As at
Particulars
December
31, 2007
March 31,
2007
March 31,
2006
March 31,
2005
March 31,
2004
March 31,
2003
4,148.95
1,521.25
1,533.99
1,565.50
8,852.16
8,431.67
7,795.82
6,253.63
7,112.63
7,682.22
Advance against Share Application

Money to
Subsidiary
Companies
6,298.00
3,341.70
3,275.34
4,478.64
4,258.70
3,275.58
Advance against Share Application

Money to Others
Advances recoverable in cash or in
kind or for value to be received
and/or to be adjusted
300.00
25.00
22,602.99
19,014.67
15,335.78
12,268.01
12,189.48
12,103.70
Loans and Advances to Subsidiary

Companies
Loan to Employees and Others
Deposits
344.55
166.45
57.38
108.26
156.41
162.79
42,246.65
30,954.49
26,764.32
24,629.79
25,251.21
24,814.79
12,260.43
12,260.43
12,084.30
12,084.30
12,084.30
29,986.22
36,426.20
18,694.06
27,283.25
14,680.02
25,286.87
12,545.49
24,314.40
13,166.91
24,953.72
24,814.79
24,588.73
Amount due from Related Party

includes:Due from Promoter
982.42
2,807.54
1,335.32
199.26
202.70
250.00
Total
2,807.54
1,335.32
1181.68
202.70
250.00
Less :Provision for Doubtful

Advances
TOTAL
(Gross)
Note: The above Statement should be read with the Significant Accounting Policies and Selected Notes to
Accounts for Restated Summary Statement, as appearing in Annexure 4 to this report.
(Jawahar Lal Goel)
(B.D.Narang)
Managing Director
Director
199

Restated Summary Statement of Sales & Services of the Company
Annexure- 10
(Rs in Lacs)
SN.
Particulars
Income from
DTH
Subscription
Income
Lease Rentals
Royalty
Other DTH
Revenue
2
3
4
5
5A
5B
Sub-Total
Placement and
Active Services
Teleport Services
Consultancy
Services
Sales(net of
Returns)
Traded Normally
Not Normally
Traded
Total
For the
nine
months
ended
December
31, 2007
For the year

ended
March 31,
2007
For the
year ended
March 31,
2006
For the
year ended
March 31,
2005
For the
year ended
March 31,
2004
For the
year ended
March 31,
2003
21,745.24
4,263.80
12,190.09
2,180.71
1,953.05
21.77
186.15
-
25.00
110.00
26,009.04
51.06
14,421.86
77.39
2,077.21
300.00
410.00
186.15
813.38
3,592.15
1,048.88
492.68
71.52
16.50
105.00
100.00
863.09
69.16
574.15
482.54
27,685.51
19,132.05
3,144.04
964.06
747.29
1,054.94
100.00
Notes:

(Jawahar Lal Goel)
Managing Director
(B.D. Narang)
Director
200
Nature
Recurring
Recurring
NonRecurring
Recurring
NonRecurring
Recurring
NonRecurring
Recurring
NonRecurring

Restated Summary Statement of Other Income of the Company
Annexure-11
(Rs in Lacs)
SN.
1
2
3
4
Particulars
Interest Received
(Gross)
Exchange Gain
Realised
For the
nine
months
ended
December
31, 2007
For the
year
ended
March 31,
2007
For the
year
ended
March
31, 2006
For the
year
ended
March
31, 2005
For the
year
ended
March
31, 2004
For the
year
ended
March
31, 2003
487.38
575.24
27.46
269.54
21.83
12.85
212.27
251.63
4.02
3.63
0.10
Balance Written off

Miscellaneous
Income
37.47
50.00
45.79
12.34
11.11
Total
From Related Parties
745.44
447.75
876.68
528.19
77.46
3.81
284.67
269.66
25.46
-
12.95
-
Nature
Recurring
NonRecurring
NonRecurring
NonRecurring
Note:The above statement should be read with the Significant Accounting Policies and Selected Notes to Accounts for
Restated Summary Statements, as appearing in Annexure 4 to this Report.

(Jawahar Lal Goel)
(B.D. Narang)
Managing Director
Director
201

Statement of Accounting Ratios of the Company
Annexure -12
For the nine

months
ended
December
31, 2007
(30,140.83)
For the
Year
ended
March
31, 2007
(24,296.28)
For the
Year
ended
March 31,
2006
(8,747.83)
For the
Year
ended
March 31,
2005
(2,390.42)
(Rs in Lacs)
For the
For the
Year
Year
ended
ended
March 31,
March 31,
2004
2003
(1,705.56)
(347.74)
S.No.
Particulars
Net Profit/(Loss) before

exceptional items but
after Tax
Net Profit/(Loss) after

exceptional items and
Tax
(30,140.83)
(24,296.28)
(8,747.83)
(2,390.42)
(13,789.86)
(347.74)
Weighted
average
number of Equity Shares
outstanding during the
year/period (for Basic as
well as Diluted earning
per share) (Refer Note- 3
below)
428,222,803
428,222,803
71,568,765
71,568,765
71,568,765
71,568,765

outstanding at the end of
the year/period
428,222,803
428,222,803
71,568,765
71,568,765
71,568,765
71,568,765
Paid up Value of each

equity share (Rs.) (Refer
Note 3 below)
10
10
10
10
Total Paid-up Capital
4,282.23
4,282.23
7,156.88
7,156.88
7,156.88
7,156.88
Reserves & surplus (Net

of debit balance in Profit
&
Loss
Account)(excluding
Revaluation Reserve)
(38,783.58)
(8,642.75)
3,291.48
12,039.31
14,429.73
28,219.59
(to the extent not written
off or adjusted)
Net Worth (6+7-8)
(34,501.35)
(4,360.52)
10,448.36
19,196.19
21,586.61
35,376.47
Basic & Diluted before

exceptional items (1) /
(3)
(7.04)
(5.67)
(12.22)
(3.34)
(2.38)
(0.49)
Basic & Diluted after

exceptional items (2) /
(7.04)
(5.67)
(12.22)
(3.34)
(19.27)
(0.49)
Accounting Ratios
a)
Earning per share ( in

Rs.)
202
Particulars
For the nine

months
ended
December
31, 2007
For the
Year
ended
March
31, 2007
b)
Return on Net Worth (2)

/ (9) - %
Refer Note-2
below
c)
Net Asset Value Per

Share (9) / (4)
(8.06)
S.No.
For the
Year
ended
March 31,
2006
For the
Year
ended
March 31,
2005
For the
Year
ended
March 31,
2004
For the
Year
ended
March 31,
2003
Refer Note2 below
(83.72)
(12.45)
(63.88)
(0.98)
(1.02)
14.60
26.82
30.16
49.43
(3)
203

Note:
1)
The ratios have been computed as under:

Basic & Diluted earnings per
share (Rs.)
Net profit/(loss) after tax, as restated, attributable to equity

Shareholders
____________________________________
Weighted average number of equity shares
outstanding during the year/period
Return on Net Worth (%)
Net Profit /(Loss) after tax, as restated

__________________________________________
Net asset value per share (Rs.)

_____________________________________________________
Number of equity shares outstanding at the end of the year/period
2)
Return on Net Worth for the year and period ended March 31, 2007 and December 31, 2007
respectively are not given as net worth as on the date as well as profits for the year/period are
negative.
3)
Equity Share Capital as at March 31, 2007 was after giving effect to the Scheme but pending
reorganization and actual allotments of share capital (Refer Note 5 to Annexure 4).
4)
The above statement should be read with the Significant Accounting Policies and selected notes to
accounts for restated Summary Statements, as appearing in Annexure 4 to this report.

For Dish TV India Limited
(Jawahar Lal Goel)
(B D Narang)
Managing Director
Director
204

Annexure -13
Name of Subsidiary
List of Parties where control exists.

December 31,
March 31,
March 31,
March 31,
2007
2007
2006
2005

51.00
51.00
51.00
100.00
100.00
100.00
100.00
100.00
98.80
100.00
100.00
100.00
50.96
50.96
50.96
99.37
Agrani Telecom Limited. (Formerly known as
Essel Telecom Holding Limited)*$
98.01
the parent Company under the Scheme of Arrangement.
Period ended
December 31, 2007
Smart Talk Private Limited,
Private Limited,
Limited,
Zee Entertainment
Private Limited,
Pan India Paryatan Limited,
Ayepee Lamitubes Limited,
Limited,
Limited,
Limited,
Asia Today Limited,
Asia TV Limited,
Zee News Limited,
Rupee Finance &

Year ended
Year ended
March 31, 2007
March 31, 2006
Smart Talk Private Limited,*
Smart Talk Private
Limited,
Private Limited,
Private Limited,
Essel Agro Private Ltd,
Limited,
Limited,
Zee Entertainment
Pan India Network
Private Limited,
Ayepee Lamitubes Limited,
Pan India Paryatan
Procall Private Limited,*
Limited,
Ayepee Lamitubes
Limited,
Limited,
Communication
Limited,
Limited,
Limited,
Asia Today Limited,
Asia TV Limited,
Limited,
Ganjam Trading Co.Private
Asia Today Limited,
Ltd,
205
Year ended
March 31, 2005
Private Limited,
Private Limited,
known as Zee
Limited)
Pan India Network
Ayepee Lamitubes
Limited,
Communication
Limited,
Limited,
Asia Today Limited,
Ganjam Trading Co.
Private Ltd,
Siti Cable Network
Limited,
Management Private
Limited,
Limited,
Zee Turner Limited,
Systems Limited,
Private Limited,
Brio Academic,
Zee Foundation,
Limited,
Private Limited,
Zee Sports Limited,
Private Limited,
Quick Call Private Limited,
Limited,
Limited,
Limited,
Pan India Network
Investment (P) Limited,
Agrani Telecom Limited,
Agrani Satellite
Communication
(Gib.)Limited,
Essel Shyam
Communication Limited,
Limited.
Mr. Subhash Chandra

Mr. Ashok Kurien
Mr. B.D.Narang
Mr. Arun Duggal
Mr. Pritam Singh*
*w.e.f April 27 , 2007

Asia TV Limited,
Zee News Limited,
Ganjam Trading Co.
Private Ltd,
Rupee Finance &
Management Private
Limited,
Limited,
Zee Turner Limited,
Systems Limited,
Kenlott Gamming
Brio Academic,
Zee Foundation,
Limited,
Private Limited,
Zee Sports Limited,
Bhilwara Telenet
Services Private Limited,
Quick Call Private
Limited,
Diligent Media
Indian Cable Net
Company Limited,
Mr Jawahar Lal Goel.
Intrex India Limited,

Zee Turner Limited,
Private Limited,*
Quick Call Private Limited,*
Limited,*
Siti Cable Network Limited,
Network Limited,
Management Services
Limited,
Limited,
Private Limited,
Ltd.*
Agrani Sattelite Services
Limited (Gib.)
* Ceased to be subsidiary on
March 31st, 2006

Network Limited,
Management Services
Limited,
Limited,
Jawahar Lal Goel,
Kavita Goel.
System Limited

Mr. Subhash Chandra
Mr. Subhash Chandra
Mr. Subhash Chandra
Mr. Ashok Goel
Mr. Ashok Kurien#
Mr. Ashok Goel
Mr. Puneet Goenka
Mr. B.D.Narang#
Mr. Puneet Goenka
Mr. Arun Duggal#
Mr.Rajagopalan ChandrashekharMr.Rajagopalan
Chandrashekhar
Mr. Punit Goenka*
Mr.Rajagopalan
Chandrashekhar*
Mr. Ashok Goel*
206
Restated Summary Statement of Related Party transaction

(Rs. in Lacs)
Particular
(i) With Subsidiries

Companies
Purchase of Goods
& ServicesIntegrated
Subscribers
Management
Services Limited
Quick Call Private
Limited
Smart Talk Private
Limited
Others
Sales,Services &
Recoveries (Net of
Taxes)
Integrated
Subscribers
Management
Services Limited
Agrani Convergance
Limited
Purchase of Fixed
Assets
Agrani Satellite
Services Limited
Loan,Advance and
Deposit Given
(including Share
Application Money)
Agrani Satellite
Services Limited
Agrani Convergance
Limited
Agrani Wireless
Service Limited
Agrani Telecom
Limited
Others
Refund Received
against
Loan,Advance and
Deposit Given
Agrani Satellite
Services Limited
Agrani Convergance
Limited
Agrani Wireless
Service Limited
Quick Call Private
Limited
Others
Customer Security
transferred by
Integrated
Subscribers
period ended December year ended March 31,

31, 2007
2007
Total
Amount
Total
Amount
Amount
for Major
Amount
for Major
Parties
Parties
3,979.84
2,747.33
year ended March

31, 2006
Total
Amount
Amount
for
Major
Parties
year ended March 31,

2005
Total
Amount
Amount
for
Major
Parties
8.06
3,979.84
2,747.33
5.06
2.50
232.58
232.58
2,956.30
0.50
482.54
482.54
23.82
-
66.36
23.82
1,688.55
260.30
2,956.30
66.36
288.31
158.09
608.33
102.11
428.75
274.31
88.85
2,069.14
0.10
56.28
356.17
32.31
715.05
7.94
699.30
16.00
298.62
8,806.78
8,806.78
207
0.03
-
Particular
Management
Services Limited
Diminution in the
value of Investment
Agrani Convergence
Limited
(ii) With Other
Related Parties:
Sales,Services &
Recoveries (Net of
Taxes)
Zee Entertainment
Enterprises Limited
Zee News Limited
Asia Today Limited
Asia TV Limited
Zee Turner Limited
Essel Agro Private
Limited
New Era
Entertainment
Network Limited
Others
Purchase of Goods
& Services
Zee Turner Limited
Zee Entertainment
Enterprises Limited
ITZ Cash Card
Limited
Essel Agro Private
Limited
New Era
Entertainment
Network Limited
Integrated
Subscribers
Management
Services Limited
Others
Rent Paid
Zee Entertainment
Enterprises Limited
E-City Entertainment
(I) Private Limited
Rama Associates
Limited
Interest Paid
Zee Entertainment
Enterprises Limited
Rupee Finance &
Management Private
Ltd.
Others
Donation
Zee Foundation
Interest Received
Essel Agro Private

31, 2007
2007
Total
Amount
Total
Amount
Amount
for Major
Amount
for Major
Parties
Parties
1,247.05

2005
Total
Amount
Amount
for
Major
Parties
1,247.05
914.92
4,675.99
1,188.72
490.53
147.89
1,783.22
83.55
53.11
219.01
316.12
-
711.45
348.97
248.05
738.40
-
46.45
177.53
172.25
591.44
27.42
-
87.50
410.00
231.90
6,866.67
845.90
9,877.73
30.00
5,140.04
56.71
3,913.65
884.64
8,025.22
674.52
26.24
360.80
46.05
253.16
255.66
32.29
1,426.78
710.25
7.81
3,714.87
937.23
0.20
388.44
45.98
212.08
49.00
60.80
8.64
10.46
-
17.08
36.62
8.64
11.51
12.38
17.39
1,464.23
year ended March

31, 2006
Total
Amount
Amount
for
Major
Parties
520.12
67.41
1,176.04
496.25
67.41
281.71
9.51
6.48
-
447.75
25.00
14.36
25.00
528.19
378.35
3.81
460.18
208
258.55
3.81
Particular
Limited
Ganjam Trading
Company Private
Limited
ASC
Telecmmunication
Limited
Wire & Wireless
India Limited
Purchase of Fixed
Assets
Wire & Wireless
India Limited
Zee Entertainment
Enterprises Limited
Others
Sale of Investment
Essel Agro Private
Limited
Loan,Advance and
Deposit Taken
(including against
share apllication
money)
Essel Agro Private
Limited
Zee Entertainment
Enterprises Limited
Wire & Wireless
India Limited
Rupee Finance &
Management Private
Ltd.
New Era
Entertainment
Network Limited
Integrated
Subscribers
Management
Services Limited
Others
Repayment of
Loan, Advance and
Deposit Taken
Essel Agro Private
Limited
Wire & Wireless
India Limited
Rupee Finance &
Management Private
Ltd.
Kenlotte Gaming
Solution (P) Ltd.
New Era
Entertainment
Network Limited
Zee Interactive
Learning Systems
Limited

31, 2007
2007
Total
Amount
Total
Amount
Amount
for Major
Amount
for Major
Parties
Parties
year ended March

31, 2006
Total
Amount
Amount
for
Major
Parties

2005
Total
Amount
Amount
for
Major
Parties
258.55
65.13
68.01
4.27
35.82
7,289.34
6,943.18
639.96
35.82
29.61
7,256.46
6,930.34
639.96
3.27
34,700.00
12.84
2,022.17
6,416.25
2,022.17
8,354.02
2,690.26
830.00
19,900.00
3,263.25
31.11
1,053.00
14,800.00
2,100.00
6,900.00
2,541.21
500.00
7,619.00
2,903.00
92.91
21.00
149.05
518.02
250.00
1,053.00
7,600.00
1,600.00
21.00
433.27
73.00
209
Particular
Others
Loan,Advance and
Deposit Given
Intrex India Ltd.
Essel Agro Private
Limited
ASC
Telecommunication
Limited
Ganjam Trading
Company Private
Limited
Others
Refund Received
against
Loan,Advance and
Deposit Given
ASC
Telecommunication
Limited
Essel Agro Private
Limited
Ganjam Trading
Company Private
Limited
Jay properties
Private Limited
Others
Corporate
Guarantee Given
Procall Private
Limited
Quick Call Private
Limited
Smart Talk Private
Limited
Bhilwara Telenet
Services Limited
Corporate
Guarantee received
Zee Entertainment
Enterprises Limited
Provision for
Doubtful Advances
Brio Acedmic
Others
Received Pursuant
to Scheme of
Arrangement
DCS undertaking
of Zee
Entertainment
Enterprises Limited
Total Assets
Total Liabilities
Siti Cable Network
Limited
Total Assets

31, 2007
2007
Total
Amount
Total
Amount
Amount
for Major
Amount
for Major
Parties
Parties
19.00
1,482.86
4,173.37
year ended March

31, 2006
Total
Amount
Amount
for
Major
Parties
9,248.90

2005
Total
Amount
Amount
for
Major
Parties
11.75
5,251.84
1,482.86
-
3,136.46
8,434.62
941.00
584.59
5,184.08
33.00
95.91
2,473.93
229.69
6,802.00
67.76
6,044.58
15.00
155.11
293.86
18.00
2,312.82
982.42
4,201.66
5,073.23
1,839.00
6.00
240.00
452.49
-
3.92
-
200.00
15.00
15.00
10.00
22,240.31
-
22,240.31
80.31
-
13,856.07
79.50
0.81
10,118.49
210
(4,245.84)
17,119.52
3,263.45
Particular
Total Liabilities
New Era
Entertainmet
Network Limited
Total Assets
Total Liabilities
Received pursuant
to Slump Sale
Essel Agro Private
Limited
Total Assets
Total Liabilities
Purchase
Consideration
Key Management
Personnel
Remuneration to
Managing Director
Jawahar Lal Goyal
Salary &
Asslowances
Jawahar Lal Goyal
Balance at the end
of period:
With Subsidiries
Companies:
Invesment
Agrani Satellite
Services Limited
Agrani Convergance
Limited
Integrated
Subscribers
Management
Services Limited
Others
Loan,Deposit and
Advances Given
Agrani Satellite
Services Limited
Integrated
Subscribers
Management
Services Limited
Agrani Convergence
Limited
Agrani Wireless
Service Limited
Others
Debtors
Agrani Convergence
Limited
Agrani Satellite
Services Limited
Creditors for
expenses and other
liabilities

31, 2007
2007
Total
Amount
Total
Amount
Amount
for Major
Amount
for Major
Parties
Parties
-
14,364.33
98.20
42.82
10.15
-
10.15
10,692.15
10,687.15
12,510.66
9,440.10
9,440.10
9,440.10
9,440.10
1,247.05
1,247.05
1,247.05
2,445.20
5.00
5.00
10,446.95
3,341.70
3,275.34
625.36
5,999.89
6,298.00
3,341.70
3,275.34
3,246.52
4,148.95
1,232.12
521.31
930.64
15,249.00
19,755.78
5.00
42.82
10,692.15

2005
Total
Amount
Amount
for
Major
Parties
-
11,414.15
11,315.95
(4,511.78)
year ended March

31, 2006
Total
Amount
Amount
for
Major
Parties
-
999.94
206.34
106.72
99.62
6,766.07
211
Particular
Integrated
Subscribers
Management
Services Limited
Agrani Convergance
Limited
Corporate
Guarantee Given
Quick Call Private
Limited
Smart Talk Private
Limited
Bhilwara Telenet
Services Limited
Agrani Convergence
Limited
Corporate
Guarantee
Received
Zee Entertainment
Enterprises Limited
With Other Related
Parties:
Loan,Deposit and
Advances Given
Comm. (UK)
Limited
Comm. (Gib.)
Limited
Agrani Satellite
Comm. (Gib.)
Limited
ITZ Cash Card
Limited
Essel Agro Private
Limited
ASC
Telecommunication
Limited
Jay Properties
Limited
Others
Provision
outstanding against
advances given
Comm. (UK)
Limited
Comm. (Gib.)
Limited
Others
Loan,Deposit and
Advances Taken
New Era
Entertainment
Network Limited

31, 2007
2007
Total
Amount
Total
Amount
Amount
for Major
Amount
for Major
Parties
Parties
921.37
6,753.55
year ended March

31, 2006
Total
Amount
Amount
for
Major
Parties
-
9.27
12.52
40.00

2005
Total
Amount
Amount
for
Major
Parties
-
140.00
15.00
15.00
15.00
15.00
10.00
10.00
100.00
25,979.25
23,941.55
4,000.00
4,000.00
22,011.53
18,314.51
3,768.82
3,768.82
3,768.82
3,768.82
8,277.08
8,277.08
8,277.08
8,277.08
38.41
38.41
38.41
2,806.03
1,331.28
9,507.78
8,996.56
9,233.33
1,489.96
1,439.82
585.93
5,073.23
91.17
12,164.61
89.58
12,164.61
107.96
12,084.31
1,195.38
12,084.31
3,768.82
3,768.82
3,768.82
3,768.82
8,277.08
8,277.08
8,277.08
8,277.08
118.71
29,200.44
118.71
601.21
212
38.41
56.78
38.41
4,481.62
4,364.78
Particular
Suncity Project
Limited
Kenlott Gaming
Solutions Private
Limited
Ayepee Lamitube
Limited
Zee Entertainment
Enterprises Limited
Wire & Wireless
India Limited
Rupee Finance &
Management P.Ltd.
Others
Creditors for
expenses and other
liabilities
Zee Entertainment
Enterprises Limited
New Era
Entertainment
Network Limited
Integrated
Subscribers
Management
Services Limited
Zee Turner Limited
Essel Corporate
Services Limited
Others
Debtors
Asia Today Limited
Asia TV Limited
Zee News Limited
Zee Entertainment
Enterprises Limited
Essel Agro Private
Limited
New Era
Entertainment
Network Limited
Others
Corporate
Guarantee Given
Procall Private
Limited
Quick Call Private
Limited
Smart Talk Private
Limited
Bhilwara Telenet
Services Limited
Suncity Project
Limited
Corporate
Guarantee
Received
Zee Entertainment
Enterprises Limited

31, 2007
2007
Total
Amount
Total
Amount
Amount
for Major
Amount
for Major
Parties
Parties
27.00
27.00
year ended March

31, 2006
Total
Amount
Amount
for
Major
Parties
27.00
19.00
19.00
10.78
10.78
10.78
10.78
21,076.04
38.06
7,983.94
506.37
102.68
19,416.16
15,733.31

2005
Total
Amount
Amount
for
Major
Parties
27.00
8,626.05
79.06
448.85
7,764.41
7,305.84
4,616.88
447.77
2,670.53
1,164.44
10,494.44
-
8,006.33
-
1,157.31
4,077.97
421.14
3,645.08
174.20
529.65
1.08
27.42
461.27
598.24
2,061.56
237.72
164.73
468.82
1,933.22
178.58
172.25
-
27.42
-
91.49
85.54
956.90
240.00
840.59
240.00
1.79
40.00
540.00
200.00
200.00
15.00
15.00
15.00
15.00
15.00
15.00
15.00
15.00
10.00
10.00
10.00
10.00
500.00
20,050.00
22,240.31
20,050.00
4,000.00
22,240.31
213
4,000.00
4,000.00
4,000.00
Particular

31, 2007
2007
Total
Amount
Total
Amount
Amount
for Major
Amount
for Major
Parties
Parties
Note: 1
year ended March

31, 2006
Total
Amount
Amount
for
Major
Parties

2005
Total
Amount
Amount
for
Major
Parties
Major parties denote who account for 10% or more of the aggregate for that category of
transaction.
2.
The related party transaction disclosed are as per the requirement of Accounting standard 18.
3.
Accounting Standard 'AS-18' became applicable to the Company for the financial year ended
March 31, 2005 hence above statement is for the financial year ended March 31, 2005 and
onwards.
Restated Summary Statement as appearing in Annexure 4 to this report.

(Jawahar Lal Goel)

Managing Director
(B.D.Narang)
Director
214

Annexure- 14
The Company follows AS-17 Segmental Reporting relating to the reporting of financial and descriptive
information about their operating segments in financial statements.
The Companys reportable operating segments have been determined in accordance with the internal
management structure, which is organized based on the operating business segments as described below. The
geographical segment is not relevant as exports are insignificant.
Direct to Home Services (DTH) Uplink of satellite television signals to be received by the customer directly in
the home. This segment derives revenue by way of Subscription, Lease Rental, Placement and Active Services
and Other Incomes.
Trading Trading in electronics and other equipments.
Teleport Services Facility for uplink signals.
(Rs in Lacs)
For the year ended March 31, 2006
Teleport
Services
Trading
Unallocated
Particulars
DTH
Total

Teleport
Services
Trading
Unallocated
DTH
Total
Segment Revenue
2,077.21
574.15
492.68
3,144.04
410.00
482.54
71.52
964.06
2,077.21
574.15
492.68
3,144.04
410.00
482.54
71.52
964.06
(8,742.19)
9.85
(28.38)
50.00
(8,710.72)
(2,348.76)
17.03
(102.53)
(2,434.26)
(8,742.19)
9.85
(28.38)
50.00
(8,710.72)
(2,348.76)
17.03
(102.53)
(2,434.26)
Interest Expenses
61.28
230.09
Interest Income
Profit / (Loss)
Before Tax
Income tax provision
written back
Tax
27.46
269.54
(8,744.54)
(2,394.81)
3.29
4.40
(8,747.83)
(2,390.42)
Segment Assets
20,879.54
46.95
952.93
15,059.43
36,938.85
1,215.32
106.72
323.41
24,320.61
25,966.06
Segment Liabilities
19,050.55
39.94
7,400.00
26,490.49
5,672.09
1,097.78
6,769.87
Capital Expenditure
Depreciation/Amorti
sation
Non cash
expenditure other
than
Depreciation/Amorti
sation
10,250.30
10,250.30
331.48
308.84
640.32
251.30
32.15
283.45
145.57
26.69
172.26
1.97
1.97
5.18
5.18
External Sales
Inter-Segment Sales
Total Revenue
Segment Results
Operating
Profit/(Loss) before
Interest and Tax
Other Information
215

(Rs in Lacs)
Particulars
For the nine months ended December 31, 2007

Teleport
DTH
Trading Services Unallocated
Total

Teleport
Services Unallocated
Trading
DTH
Total
Segment Revenue
External Sales
Inter-Segment Sales
Total Revenue
Segment Results
26,009.04
863.09
813.38
27,685.51
18,014.01
69.16
1,048.88
19,132.05
-
26,009.04
863.09
813.38
27,685.51
18,014.01
69.16
1,048.88
19,132.05
(26,369.42) (322.39)
(248.46)
(26,940.27) (23,323.14)
15.08
(107.83)
- (23,415.89)
(26,369.42) (322.39)
(26,940.27) (23,323.14)
- (23,415.89)
(248.46)
15.08
(107.83)
Interest Expenses
3,647.14
1,430.55
Interest Income
Tax
487.38
575.24
(30,100.03)
- (24,271.20)
40.80
(30,140.83)
- (24,296.28)
118,433.44
72,989.29
113.71
2,930.40
23,488.45
99,521.85
152,934.79 103,633.07
249.30
103,882.37
25.08
Other Information
Segment Assets
84,044.68
628.47
3,012.08
30,748.21
Segment Liabilities
152,859.04
75.75
Capital Expenditure
17,317.91
17,317.91
58,929.57
2,120.63
61,050.20
10,476.80
266.88
10,743.68
5,399.06
353.78
5,752.84
2.41
2.41
509.80
79.50
589.30

other than Depreciation /
Amortisation
Note:
1.
Accounting Standard AS-17 became applicable to the Company for the financial year ended March 31, 2005 hence above statement is
for the financial year ended March 31, 2005 and onwards.
2.
The above statement should be read with the Significant Accounting Policies and Selected Notes to Accounts for Restated Summary
Statements, as appearing in. Annexure 4 to this Report.

(Jawahar Lal Goel)

(B.D. Narang)
Managing Director
Director
216
Dish TV India Ltd

(Formerly known as ASC Enterprises Limited
Statement of Tax Shelter of the Company
Annexure-15
(Rs in lacs)
S.No.
For the period

ended
December
31,2007
Particulars
Net Profit/(loss) before current and

deferred taxes, as restated
For the year

ended March
31,2007
(30,100.03)
(24,271.20)
33.99%
33.99%
Adjustments
Add: Permanent Differences
Permanent disallowance under the Income Tax Act.(Net)
683.49
627.06
Total (B)
683.49
627.06
2,810.57
(1,180.21)
51.02
790.64
Total (C)
2,861.59
(389.57)
Net Adjustment (B+C)
3,545.08
237.49
Profit/(Loss) as per Income Tax Act. ( A+D)
(26,554.95)
(24,033.71)
Tax saving/(demand) on Adjustment
1204.97
(80.72)
Taxation charge - Current(A-E)
Nil
Nil
Effect of The Scheme of Arrangement
(367.49)
Effect of Revised AS-15
7.61
Impact of change in tax rate (Net)
38.23
Total tax savings/(demand) (F+H+I+J)
1,204.97
(402.37)
Income Tax rates applicable

(including surcharge , education & higher education cess)
Tax at applicable rate on (A)
Timing Difference
Difference between tax depreciation
and book depreciation (including loss on
sale of depreciable assets)
Other Allowance / (Disallowance) as
per Income Tax Act (net)
Note:
1.
The Company is not recognising deferred tax assets (Net) in all the years based on conservative policy of
the Company hence figures are given for only two periods.
217
2.

(Jawahar Lal Goel)

Managing Director
(B.D. Narang)
Director
218
STOCK MARKET DATA FOR EQUITY SHARES OF OUR COMPANY

Our Equity Shares are listed on the BSE, NSE and CSE. As our Equity Shares are actively traded on the BSE
and NSE, our stock market data have been given separately for each of these Stock Exchanges.
The high and low closing prices recorded on the BSE and NSE for the preceding month and the number of
Equity Shares traded on the days the high and low prices were recorded are stated below:
BSE
Month
High
(Rs.)
April 2008
64.90
March, 2008
58.45
February, 2008
70.95
January, 2008
102.60
December, 2007
102.40
November, 2007
84.75
October, 2007
72.80
Date of
High
April 21,
2008
March 3,
2008
February 18,
2008
January 1,
2008
December
31, 2007
November
20, 2007
October 4,
2007
Volume on
date of high
(no. of
shares)
Low (Rs.)
47,09,392
47.15
5,93,402
42.70
24,934,26
57.75
44,52,583
58.75
50,59,026
85.95
1,04,95,398
52.25
13,91,714
59.95
Date of
Low
April 04,
2008
March 24,
2008
February 13,
2008
January 22,
.2008
December
17, 2007
November
8, 2007
October 30,
2007
Volume on
date of low
(no. of
shares)
Average
price for
the month
(Rs.)
5,56,893
54.25
6,69,572
49.85
3,83,583
64.26
10,46,436
83.07
19,38,108
93.18
10,73,751
69.41
11,94,877
67.56
NSE
Month
High
(Rs.)
Date of
High
April 2008
64.95
March, 2008
58.40
February, 2008
71.05
January, 2008
102.70
December, 2007
102.40
November, 2007
84.85
October, 2007
72.85
April 21,
2008
March 3,
2008
February 18,
2008
January 1,
2008
December
31, 2007
November
20, 2007
October 4,
2007
Volume on
date of high
(no. of
shares)
77,06,835
Low (Rs.)
Date of
Low
47.20
10,22,153
42.90
46,32,261
57.50
72,84,588
58.00
97,28,053
86.05
1,46,96,711
52.40
34,58,660
60.10
April 04,
2008
March 24,
2008
February 13,
2008
January 22,
2008
December 3,
2007
November
8, 2007
October 30,
2007
Volume on
date of low
(no. of
shares)
8,92,600
Average
price for
the year
(Rs.)
54.32
11,98,842
49.06
11,43,606
64.27
18,81,325
82.98
22,45,706
93.23
12,19,921
69.38
14,89,642
67.57
Our Equity Shares are infrequently traded on the CSE. By a certificate dated April 15, 2008 issued by CSE,
there was no trading in the Equity Shares on the CSE.
The market price was Rs. [] on BSE on [], the trading day immediately following the day on which Board
meeting was held to finalize the offer price for the Issue.
The market price was Rs. [] on NSE on [], the trading day immediately following the day on which Board
meeting was held to finalize the offer price for the Issue.
In accordance with the provisions of the Scheme of Arrangement, the equity shares of our Company, issued
pursuant to the Scheme of Arrangement as well as its existing equity shares issued for the purpose of
incorporation were listed on BSE and NSE on April 12, 2007 and thereafter they were listed on CSE on June 4,
2007. The equity shares of our Company have not been listed for a period of three years.
219
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS
You should read the following discussion of our financial condition and results of operations together with (a)
our consolidated financial statements as at and for the year ended March 31, 2007 and the nine months ended
December 31, 2007 and the reports thereon and annexures thereto and (b) our standalone financial statements
as at and for the year ended March 31, 2007 and the reports thereon and annexures thereto, which have been
restated in accordance with paragraph B(1) of Part II of Schedule II to the Companies Act and with the SEBI
Guidelines, and which are all included in this Draft Letter of Offer. Hence to that extent the figures are not
strictly comparable. Our financial statements are prepared in conformity with Indian GAAP.
In this section, references to we, our and us refers to the Company on a standalone basis for any period
or date up to and including March 31, 2007. References to we, our and us for any period or date after
March 31, 2007 refers to the Company, the Subsidiaries and the Associate Company on a consolidated basis.
Business Overview
channels and allied video/ audio services to subscribers on a monthly subscription basis. Our business
commenced operations in October 2003 (pursuant to a DTH license issued by the Ministry of Information &
Broadcasting, Government of India in 2003) with 47 channels. Currently, we offer over 180 digital channels
(including approx 20 voice channels) to approx. 3 million subscribers across India.
We also provide various Value added services like Electronic Program Guide, Parental Lock, Sports Active,
News Active, Games and Movie on Demand. Our current subscription packages include Dish Maxi with 150
channels, Dish Welcome with 120 channels, Dish Freedom Plus with 96 channels, Dish Freedom Offer with 90
channels; We also offer multi-room pricing ranging from Rs. 125 to Rs. 150, and package customization to suit
regional needs. Infrastructure wise we have 9 Ku band transponders on the New Skies Satellite (NSS) which
provide a footprint across the country. We also have bookings on the Protostar satellite which will enable access
for upto 12 additional transponders. We have approx. 100 Dish Care Centers (DCCs) and service franchisees,
which function as our service face in the market providing installation and after sale-service. We currently have
a 500 seat call centre, operating 24*7, answering calls from across all over India, related to content provisioning,
prospective customers & dealers, complaints & suggestions, service packages etc. Our 550 distributors and
approx. 35,000 dealers present in 4200 towns ensure proximity with the consumers across India
Our First mover advantage, geographic subscriber spread, infrastructure and technology partnerships are few of
our competitive advantages. We believe that our strength lies in strategy and execution, brand awareness,
subscriber & revenue growth, service capability, etc. We also hold the permission from the MIB for the
implementation of the HITS (Head-end In the Sky) platform where we will be able to provide digital signals to
our subscribers on mass scale at better economics. The Company is also in the business of providing teleport
services (uplinking and space segments) to the broadcasters of various channels
Business Performance
Revenues
Our revenues comprise of:
Subscription income comprises of renewal charges and subscription charges from new activations
paid by active and the new subscribers respectively on various pay terms based on the package
chosen by them. Renewal charge is one of the key revenue driver and exhibits the health of the
subscriber base. ARPU, churn amongst the subscribers, collection efficiencies are the main drivers
of this stream of revenues. Subscription fees from new subscribers are subsidized and the portion
charged to subscription contributes towards the revenue stream.
Lease rentals of CPE received from new subscribers. The company provides CPE on a right to use
basis for a period of 3 to 5 years and collects advance rentals for the CPE for the entire period of
lease. The annual apportion of the same is accrued as income for the respective year and the
balance amount is treated as liability.
220
Other DTH revenues from sale of spare parts of CPE. The company is also providing repair
services for the CPE which gets defected at subscribers beyond the warranty period. In the process
it sells the spare parts to rectify the defect of the CPE.
Teleport revenues for uplinking of channels from our playout station. The company has the
teleport license and provides uplinking facilities for various channels for the broadcasters.
Net sales of CPE. To some customers the company also sells CPE and books the revenues as sales
revenues net of returns.
The company used to charge Placement and Active Services fees to the broadcasters for carrying
the channels at the preferred band. The same has been discontinued for FY 2007 and are adjusted
against the content cost paid to the broadcasters.
Expenditure
Our expenditure comprise of:
Operating costs comprising of:
o Broadcasting expenses like license fees, transponder lease costs, WPC charges, etc.
o Content cost which is one of the major component of the operating costs and is directly linked
to the package opted by our subscribers. So far the company has been buying content on
bouquet basis and the agreements for the same are generally executed on a sliding scale basis.
o The company has taken on lease 9 transponders from ISRO and the payment for the same is
made on monthly basis
Personnel cost: The company has approx. 1050 employees including 500 employees of ISMSL. The
personnel cost is guided by prevailing market salaries, potential attrition, etc.
Sales and distribution cost: The company provides its products through a wide network of distributors,
dealers, DSA, DCCs, Dish Shoppees, etc. The distributors are paid a fixed commission for CPE passed
on to the dealers. The dealers get the commission based on the activation done and for providing
relevant information of the subscriber. We also pay incentive on monthly basis to the distributors and
dealers based on a slabs set for CPE activations.
Financial charges: The company has borrowed money from banks / promoters and their associates for
which the interest is paid on monthly/ quarterly basis.
Depreciation: The substantial part of the depreciation expenditure comes from the depreciation booked
for the CPE which is leased out to the subscribers for 3 to 5 years but remains as an asset in the books
of the company.
Results of Operation
Nine months ended December 31, 2007
Revenue:
Our Sales and Loss after Tax for the period ended December 31, 2007 was Rs. 27590.68 Lacs and Rs.
(30187.93) Lacs respectively. The major contribution to the sales is from the subscription money received from
the new and existing customers contributing approx 79% to the total sales. Lease rentals of CPE contribute 15%
to the revenues while, teleport services and direct sale of CPE and others are other sources of revenues
contributing 6% each.
Revenue Mix
(Rs. Lacs)
Nine months period ending
December 31, 2007
21745.24
4263.80
813.38
30.97
737.29
Particulars
Subscription Income
Lease Rental Income
Teleport Services Income
Call Center Charges
Sales Trade
Other Income
221
Other income for the period ended December 31, 2007 is Rs. 751.02 Lacs which is primarily due to Interest
received & Foreign Exchange Gain realized.
Expenditure
Our total expenditure for the nine months ended December 31, 2007 was Rs. 59,003.64 lacs. Operating costs
constituted 39% of the total expenditure while in a bid to acquire more subscribers we spend approx. 23% of the
total expenditure towards selling and distribution expenses. As we lease out the CPE on rental basis to the
subscribers, the CPE assets are recorded on the asset side of our balance sheet; the depreciation for the same
contributed approx. 15% to the total expenditure. Financial charges were paid for the debts taken by the
company contributing 6% to the total expenditure. Personnel costs and other administrative costs contributed
5% each towards the total costs.
Earnings before Interest, Depreciation, Tax and Amortization and exceptional items (EBIDTA)
EBIDTA is Rs. (14984.85) Lacs for the period ended December 31, 2007 which amounts to (52)% of the gross
revenues ( sales as mentioned above + other income + inventory increase)
Finance Charges
Finance charges for the period ended December 31, 2007 are Rs. 3864.99 Lacs. The financial charges are paid
towards term loans & demand loans availed from banks.
Depreciation
The depreciation expense on fixed assets including for the CPE is Rs. 11310.95 Lacs for the period ended
December 31, 2007.
Loss after tax as per Audited statement of Accounts
Our loss after tax for the period ended December 31, 2007 was Rs. (30187.93) Lacs.
Net Working capital
As of December 31, 2007, our net working capital, defined as difference between (a) current assets, loans and
advance and (b) current liabilities and provisions is Rs. (83120.21) Lacs.
Current assets, loans and advances (or Total Current Assets) consist of inventories, sundry debtors, cash and
bank balances, loans and advances and cable rights & program film rights. Total Current Assets as of December
31, 2007 is Rs. 29516.18 Lacs.
The following table sets forth details of our Total Current Assets:
Particulars
As of December 31, 2007
Inventories
Sundry Debtors (net of Provisions)
Loans and Advances (net of provisions)
Total Current Assets
618.77
4346.94
20185.67
4364.80
29516.18
(Rs. Lacs)
% of Total Current
Assets
2%
15%
68%
15%
Inventory
Inventory comprises of stock in trade and capital goods inventory for the period ended December 31, 2007
valued at Rs. 618.77 Lacs.
Sundry Debtors
222
Sundry debtors consist of receivables from subscribers & teleport services debtors. In turn, these receivables are
divided into those that have been outstanding for periods up to six months and those that have remained
outstanding for over six months. Receivables that have been outstanding for more than six months are subdivided into those that are considered good based on our internal guidelines and those that are considered
doubtful. Provisions are made for all receivables that management has determined are doubtful. The following
table presents the details of our debtors:
Particulars
Amount due from debtors (net of provisions)
Gross amounts due from debtors outstanding for up to six
months
Gross amounts due from debtors outstanding for more
than six months
Provisions for doubtful debts as at end of the period
As of December 31,
2007
4346.94
886.78
(Rs. Lacs)
% of Debtors (net
of provision)
20%
3989.17
92%
529.00
12%
Loans and Advances given

Loans and advances consist of unsecured loans and advances that are considered good. These include, among
other items, deposits with landlords for properties taken on lease, customs, port trusts, excise authorities,
advance income tax etc. As of December 31, 2007 loans and advances totaled Rs 20185.67 Lacs.
Current liabilities and provisions consist primarily of liabilities to sundry creditors, advances & deposits
received and temporary overdrafts as well as provisions for leave travel allowance, medical allowance, fringe
benefit tax and income taxes. The current liabilities and provisions for the nine months ended December 31,
2007 was Rs. 112636.39 Lacs.
The following table presents details of our current liabilities and provisions:
(Rs. Lacs)
December 31, 2007
Period ending
Sundry Creditors:
Creditors for goods
Creditors for expenses & other liabilities
Advances/deposits received
Interest accrued but not due
Provisions:
Provision taxation
Provision for retirement benefits
% of Total
Current Liabilities
4643.63
38338.81
67974.02
1345.13
4%
34%
60%
1%
146.91
187.89
0.13 %
0.17 %
Net Cash Flows

The table below summarizes our cash flows for the period ending December 31, 2007:
(Rs. Lacs)
December 31, 2007
(38.79)
Net Cash Generated from (Used in) Operating

Activities
Net Cash from (Used in) Investing Activities
Net Cash Generated from (Used in) Financing
Activities
Net Increase/(Decrease) in Cash and Cash
Equivalents
(19,235.46)
22,361.33
3,087.08
223
Negative operating cash flows for nine months ended December 31, 2007 was due to losses in operating
activities on account of increase in total subscriber acquisition expenses due to expanding subscriber base and
increased marketing expenditure. Negative investing cash flows were due to expenditure incurred for purchase
of CPE. Positive financing cash flows were due to increase in short term borrowings.
Related Party Disclosures
For details of Related Party Disclosures, please refer to the section entitled Related Party Transactions on
page 98 of this Draft Letter of Offer.
Significant Accounting Policies and Notes to Accounts
For details of Significant Accounting Policies and Notes to Accounts, please refer to the section titled Financial
Statements on page 112, of this Draft Letter of Offer.
Financial year ended March 31, 2007 (FY 2007) compared with financial year ended March 31, 2006 (FY
2006)
Revenues:
Our sales and services for FY 2007 was Rs. 19,203.07 Lacs as compared to Rs. 5,273.78 Lacs for FY 2006,
which is an increase of 264%. Our total revenues increased from Rs. 5,422.96 Lacs for FY 2006 to Rs.
20,090.75 Lacs for FY 2007, which is an increase of 270% over FY 2006. Major components of our sales and
services mix is as follows;
Period ending
Subscription Income
Lease Rentals
Teleport Services Income
Placement and active services
Call center charges
Sales Trade
Other Services Income
Other DTH revenues
March 31, 2007

12190.09
2180.71
1048.88
3592.15
57.21
69.16
13.81
51.06
(Rs. Lacs)
March 31, 2006
1953.05
462.89
492.68
NIL
NIL
1191.36
77.96
77.39
Increase in Revenues for FY 2007 over FY 2006 was mainly on account of the increase in the subscriber base
from 0.89 mn in FY 2006 to 1.97 mn in FY 2007 and increase in average revenues per user (ARPU). This lead
to 524% increase in the subscription income and 371% increase in the lease rentals. The increase in the revenues
from teleport services was due to increased number of channels uplinked. In FY 2006 we earned Rs. 25 Lacs by
way of royalty and Rs. 993.45 Lacs as revenue from network operations.
Other Income
Other income, which was primarily due to Interest received & Exchange Gain realized, for FY 2007 was Rs.
887.68 Lacs while for FY 2006 was Rs. 149.18 Lacs.
Expenditure
Our total expenditure for FY 2007 was Rs. 44,587.52 Lacs and increase of 202% over Rs. 14782.11 Lacs for FY
2006. Operating costs increased 176% due to increased number of subscribers. While the selling and distribution
expenses increased 198% in bid to acquire more number of subscribers. Depreciation for the assets including for
CPE increased 1177% mainly on account of increased CPEs leased. Financial charges increased 305% due to
increased debt financing to fund the subscriber acquisition costs. Personnel costs increased 214% due to
increased hiring of personnel.
224
EBIDTA for FY 2007 decreased by 92% to Rs.(16433.33) Lacs from Rs. (8556.22) for FY 2006 on account of
increased subscriber acquisition subsidy, brand building and creation of marketing and sales infrastructure.
Loss after tax as per Audited statement of Accounts

Loss after tax for FY 2007 increased by 157% to Rs.(24428.70) Lacs from Rs. (9496.05) Lacs for FY 2006 on
account of higher depreciation and increased financial charges.
Net Working capital
As of March 31, 2007, our net working capital, defined as difference between (a) current assets, loans and
advance and (b) current liabilities and provisions was Rs. (69599.19) Lacs, while that of FY 2006 was Rs.
(5255.65) Lacs. Decrease in the net working capital was due to increased scale of operations of the company
and the expenditure incurred in order to maintain the same.
Current assets, loans and advances consist of inventories, sundry debtors, cash and bank balances, loans and
advances and cable rights & program film rights. Total Current Assets as of March 31, 2007 was Rs. 21130.43
Lacs and for FY 2006 was Rs.13321.32 Lacs. The increase in the current assets was mainly due to increase of
129% in the inventory and 314% in the Debtors. Debtors consist of receivables from subscribers & teleport
services debtors
Following table sets forth details of our Total Current Assets:
Inventories
Sundry Debtors
Loans and Advances
As of March 31, 2007

117.62
4183.93
15551.16
1277.72
21130.43
(Rs. Lacs)
51.39
1011.48
11486.18
772.27
13321.32
Following table presents the details of our Debtors:

Period ending
Gross amounts due from debtors outstanding for
up to six months
more than six months
Provisions for doubtful debts as at end of the
period

4183.93
4174.46
(Rs. Lacs)
1,011.48
818.97
563.97
325.85
554.50
133.34
Loans and Advances given (Net of provisions)

Loans and advances consist of unsecured loans and advances given that are considered good. These include,
among other items, deposits with landlords for properties taken on lease, customs, port trusts, excise authorities,
advance income tax etc. For FY 2007, loans and advances totaled Rs 15551.16 Lacs and Rs.11486.18 Lacs for
FY 2006.
benefit tax and income taxes. Current liabilities and provisions for FY 2006 were Rs. 18576.97 Lacs and for FY
2007 were Rs.90729.62 Lacs.
225
2006)
Revenues:
Our Sales for FY 2006 was Rs. 5,273.78 Lacs compared to Rs. 4558.45 Lacs for FY 2005, an increase of 16%.
While the total revenues increased from Rs. 4970.85 Lacs for FY 2005 to Rs.5422.96 Lacs for FY 2006, an
increase of 9% over FY 2005.
Increase in Revenues for FY 2006 over FY 2005 was mainly on account of generation of subscription revenues,
increase in the lease rentals by 279% and revenues from teleport services by 589%
Other Income
Other income, which was primarily due to Interest received & Exchange Gain realized, for FY 2006 was Rs.
149.18 Lacs and for FY 2005 was Rs.412.40 Lacs
Expenditure
Our total expenditure for FY 2006 was Rs. 14782.11 Lacs and increase of 91% over Rs. 7722.80 Lacs for FY
2005. Operating costs increased 209% due to business expansion. While the selling and distribution expenses
increased from Rs.137.40 Lacs for FY 2005 to Rs.3086.69 Lacs in bid to acquire subscribers. Financial charges
increased 30% due to increased debt financing.
EBIDTA for FY 2006 decreased by 225% to Rs. (8556.22) Lacs from Rs. (2635.76) for FY 2005 on account of
subscriber acquisition subsidy, brand building and creation of marketing and sales infrastructure.
Loss after tax
Loss after tax for FY 2006 increased by 177% to Rs.( 9496.05) Lacs from Rs. (3429.40) Lacs for FY 2005 on
account of increased financial charges.
Net Working capital
advance and (b) current liabilities and provisions was Rs. (5255.65) Lacs, while that of FY 2005 was Rs.
4643.40Lacs. Decrease in the net working capital was due to increased scale of operations of the company and
the expenditure incurred in order to maintain the same.
Current assets, loans and advances consist of inventories, sundry debtors, cash and bank balances and loans &
advances. Total Current Assets as of March 31, 2006 was Rs.13321.32 Lacs and for FY 2005 was Rs.13501.82
Lacs. The increase in the current assets was mainly due to decrease of 70% in the inventory and increase of
126% in the Debtors.
Inventories
Sundry Debtors
Loans and Advances

51.39
1011.48
11486.18
772.27
13321.32
226
(Rs. Lacs)
171.20
447.94
12049.20
833.48
13501.82
Period ending
up to six months
period

1,011.48
818.97
(Rs. Lacs)
447.94
253.78
325.85
367.40
133.34
173.24

advance income tax etc. For FY 2006 loans and advances totaled Rs.11486.18 Lacs and Rs.12049.20 Lacs for
FY 2005.
benefit tax and income taxes. Current liabilities and provisions for FY 2006 were Rs. 18576.97 Lacs and for FY
2005 were Rs.8858.42 Lacs.
2005)
Revenues:
Our Sales for FY 2005 was Rs. 4558.45 Lacs compared to Rs. 10259.63 Lacs for FY 2004, a decrease of 56%.
While the total revenues decreased from Rs. 10738.48 Lacs for FY 2004 to Rs.4970.85 Lacs for FY 2005, a
decrease of 54% over FY 2004.
Decrease in Revenues for FY 2005 over FY 2004 was mainly on account on slower pace of sales.
Other Income
Other income, which was primarily due to Interest received. For FY 2005 other income was Rs. 412.40 Lacs
which was marginally lesser than Rs. 478.85 Lacs in FY 2004
Expenditure
Our total expenditure for FY 2005 was Rs. 7722.80 Lacs a decrease of 37% over Rs. 12232.21 Lacs for FY
2004. Only the operating costs increased 275% in FY 2005 over FY 2004 due to continued business expansion.
Also the financial charges increased 80% due to increased funding for business expansion.
EBIDTA for FY 2005 decreased by 475% to Rs. (2635.76) Lacs from Rs. (458.63) for FY 2004 on account of
increased expenditure on brand building and creation of marketing & sales infrastructure.
Loss after tax
Loss after tax for FY 2005 decreased by 74% to Rs.(3429.40) Lacs from Rs. (13192.65) Lacs for FY 2004.
Net Working capital
227
advance and (b) current liabilities and provisions was Rs. 4643.40 Lacs, while that of FY 2004 was Rs. 4620.64
Lacs.
Current assets, loans and advances consist of inventories, sundry debtors, cash and bank balances and loans &
advances. Total Current Assets as of March 31, 2005 was Rs. 13501.82 Lacs and for FY 2004 was Rs.11771.72
Lacs. The increase in the current assets was mainly due to increase of 30% in the loans and advances given.

171.20
447.94
12049.20
833.48
13501.82
Inventories
Sundry Debtors
Loans and Advances (including interest)
(Rs. Lacs)
866.77
582.45
9248.06
1074.44
11771.72

Period ending
up to six months
period

447.94
253.78
(Rs. Lacs)
582.45
515.58
367.40
245.39
173.24
178.52

advance income tax etc. For FY 2005 loans and advances totaled Rs.12049.20 Lacs and Rs.9247.92 Lacs for FY
2004.
benefit tax and income taxes. Current liabilities and provisions for FY 2005 were Rs.8858.42 Lacs and for FY
2004 were Rs.7151.08 Lacs.
Net Cash Flows summary
The table below summarizes our cash flows for the period ending March 31;
Net Cash Generated from (Used in)

Operating Activities
Net Cash from (Used in) Investing
Activities
Net Cash Generated from (Used in)
Financing
Activities
Net Increase/(Decrease) in Cash and
(Rs. Lacs)
2005
(37.75)
2007
21054.99
2006
(5,586.31)
(35481.97)
(1596.25)
(3,309.43)
14,789.63
7,121.36
3,106.20
505.45*
(61.20)
(240.96)
228
Cash Equivalents
* Includes Rs. 142.80 Lacs arising out of demerger of DCS business unit from ZEEL and merger of the same
with the company pursuant to the scheme of arrangement approved by the High Court.
Positive operating cash flows in FY 2007 was due to favorable credit terms, while the negative operating cash
flows in FY 2006 and FY 2005 was due to losses in operating activities on account of increase in total
subscriber acquisition expenses due to expanding subscriber base and increased marketing expenditure.
Negative investing cash flows in FY 2007, FY 2006 and FY 2005 were due to expenditure incurred for purchase
of CPE. Positive financing cash flows in FY 2007, FY 2006 and FY 2005 were due to increase in short term
borrowings.
Disclosure as per clause 6.10.5.5 of the SEBI DIP Guidelines
1.
Unusual or infrequent events or transactions

Except as described in this Draft Letter of Offer, particularly History of the Company and Other
Coporate Matters section, there have been no other events or transactions that, to our knowledge, may
be described as unusual or infrequent.
2.
Known trends or uncertainties

Except as described in Risk Factors, Managements discussion and Analysis of Financial Condition
and Results of Operations and elsewhere in this Draft Letter of Offer, to our knowledge, there are no
known trends or uncertainties that are expected to have a material adverse impact on our revenues or
income from continuing operations.
3.
Future Relationship between cost and income

Except as described in Risk Factors, Our Business, Managements Discussion and Analysis of
Financial Conditions and Results of Operations, to our knowledge there are no known factors that will
have a material adverse impact on our cost and income.
4.
Competitive Conditions
Please refer to the sections titled Risk Factors, Our Business - Competition, Industry in Draft
Letter of Offer for discussion regarding Competition.
5.
Significant Economic Changes

Please refer to Risk Factors, in Draft Letter of Offer for discussion regarding Economic changes and
conditions.
6.
Seasonal Nature of Business

Except as described in Risk Factors, Our Business, Managements Discussion and Analysis of
Financial Conditions and Results of Operations, to our knowledge our business is not seasonal.
7.
Dependence of Revenue on increase in contracts executed

Major growth in sales is dependent upon increase in the number of subscriber of the Company.
8.
New Products or Business Segment

Our Company is primarily engaged in the business of providing DTH & Teleport services. We are
currently not contemplating to enter any new business segment.
9.
Dependence on single or few suppliers or customers

Except as described in Risk Factors, we are not dependent on any single supplier or customer.
10.
Total Turnover of Major Industry Segments

Our Company is primarily engaged in the business of providing DTH & Teleport services.
Accordingly, Business segments have been determined & reported in accordance with AS-17.
229
FINANCIAL INDEBTEDNESS
Our long term major borrowings on a standalone basis as on May 19, 2008 are as follows:
Name of the
Lender
Standard
Chartered Bank
(Syndicated
term loan
facility with
Standard
Chartered Bank
as the lead
arranger)
Facility granted and loan

documentation
Syndicated term loan
facility of up to Rs. 30,000
lakhs with a green shoe
option of up to Rs. 10,000
lakhs
Amount
outstanding
Rs. 8,000
lakhs
Rupee Facility Agreement

for an amount not
exceeding Rs. 8000 lakhs
dated January 9, 2008
Deed of hypothecation
dated January 9, 2008
Letter of continuity issued
by our Company in favour
of Standard Chartered
Bank undertaking that the
demand promissory note
of Rs. 8,000 lakhs issued
Bank would operate as
continuing security till all
sums remaining unpaid to
Standard Chartered Bank
has been paid by our
Company
Rate of
interest
Initial
interest
rate for
initial
one year
of
11.25%
p.a.
payable
monthly.
The
interest
rates
would
vary after
four
months
from the
drawdow
n and
every
month
thereafter
.
Terms of
repayment
The principal
amount to be
repaid in a
single
installment
nine months
from the date
of drawdown
Security created
First ranking fixed and/or
floating charge on all
present
future
immoveable/movable and
current assets.
Assignment of contracts or
negative liens on contracts
pertaining to transponder
capacity.
Pledge on proceeds account
and reserve account as
prescribed to be opened
under the terms of the
facility agreement.
Assignment
of
all
government authorizations
and licenses.
Assignment
of
insurance policies.
all
Demand promissory note

of Rs. 8,000 lakhs issued
Bank dated January 9,
2008. (Mortgage/charge of
Rs. 8,000 lakhs has been
registered in the RoC, by
way of certificate of
registration of mortgage
dated January 16, 2008.)
Letter
of
continuing
guarantee between ZEEL
and Standard Chartered
Bank
Mr. Subhash Chandra and

the Promoter companies
are required to enter in to a
Sponsor
Support
Agreement
Axis Bank
Limited
ICICI Bank
Limited
(ICICI)
Facility agreement dated

March 21, 2007 for grant
of an overdraft limit of Rs.
8,00,00,000 for working
capital requirements and a
letter of credit for Rs.
8,00,00,000
for
import/domestic purchase
of set-top boxes and other
capital goods
Credit arrangement letter
dated April 9, 2008
Rs. 749.9
lakhs
Nil

April 24, 2008 for grant of
working capital facilities
230
2%
below the
banks
prime
lending
rate, that
is, 12%
p.a.
payable
monthly
0.75%
p.a. as
commissi
on for
letter of
credit
Payable on
demand
First
pari
passu
hypothecation charge on
moveable fixed assets of
the Company
Shares of ZEEL/Essel
Propack Limited, with a
cover of 1.20 times over
the entire outstanding
exposure.
First charge ranking pari
passu
with
other
participating banks on the
whole of the Companys
stocks of raw materials,
goods in process, semi-
Name of the
Lender
Facility granted and loan

documentation
with the overall limit not
exceeding Rs. 8,000 lakhs
Amount
outstanding
Credit arrangement letter

dated February 18, 2008
sanctioning
working
capital
facilities
not
exceeding Rs. 6,000 lakhs
(and a non-fund based
credit of Rs. 6,000 lakhs)
to the Company
Terms of
repayment
3,517.1

February 19, 2008
dated February 19, 2008
in favour of 3i Infotech
Trusteeship
Services
Limited as the security
trustee.
Amendatory
credit
arrangement letter dated
April 9, 2008
Letter of amendment
dated April 9, 2008
amending the facility
agreement dated February
19, 2008 to grant a letter
of credit facility for Rs.
6,000 lakhs
LIBOR +
1.5% p.a.
for
maturity
of more
than one
year but
less than
three
years
Security created
finished
and
finished
goods, consumable stores
and spares and such other
moveables including book
debts,
bills,
whether
documentary or clean, both
present
and
future,
moveable both present and
future, receivables both
present and future and
equipments both present
and future.
LIBOR+
1.15%
p.a for
buyers
credit for
maturity
more
than one
year but
less than
three
years
dated April 24, 2008
ICICI
Rate of
interest
The
Companys
credit facility
can
be
extended for a
period
of
three
years
and the letter
of
credit
usuance
period
is
restricted upto
one year. The
rate of interest
of the credit
facility
is
LIBOR + 50
basis points
for maturity
upto one year
and LIBOR +
125
basis
points
for
maturity
of
more than one
year and less
than
three
years
Corporate guarantee of
ZEEL.
First charge by way of
hypothecation
of
the
Companys entire stock of
raw
materials,
semifinished
and
finished
goods, consumable stores,
capital goods and spares
and such other movables
including book-debts, bills
whether documentary or
clean, outstanding monies,
receivables, both present
and future, in a form and
manner satisfactory to
ICICI, ranking pari passu
with Axis Bank and
Standard Chartered Bank.
Corporate
ZEEL.
Guarantee
of
Material Covenants: The loan agreements provide for certain negative and restrictive covenants that are
summarized below:

It is provided in the facility agreement with Standard Chartered that our Company would be allowed to
drawdown only such amount in a tranche such that after the drawdown the senior debt to cash equity
ratio of 0.40:0.60 is achieved.
It is provided in the facility agreement with Standard Chartered that pre-payment penalty at the rate of
1% would be charged in the event the pre-payment of the loan amount is made on any date except the
Interest Reset Date, which is date falling at the end of four months from the draw down and every
month thereafter.
It is provided in the facility agreement with Standard Chartered that in the event our Company is not
able to arrange for a syndicated financial commitment up to an amount of Rs. 26,000 lakhs on or before
April 30, 2008, the Company shall have to mandatory pre-pay an amount of Rs. 4,000 lakhs together
with all interests and charges on July 31, 2008 or the date at the end of six months from the date of first
drawdown.
231
It is provided in the facility agreement with Standard Chartered that our Company would open a
proceeds account where all amounts and proceeds relating to gross revenue or equity contribution, debt
or amount received from indemnity or damages from contracts in connection with our Companys DTH
business and any amount received with respect to insurance proceeds would be deposited. Standard
Chartered would have pledge on that account and our Company can withdraw any money from such
proceeds account only for certain purposes as prescribed under the facility agreement.
It is provided in the facility agreement with Standard Chartered that the Company should ensure that all
shareholders loans or funds infused by ZEEL is subordinated to the Companys obligation under the
facility agreement and not repaid out of any funds other than proceeds of any fresh issue of equity by
the Company.
It is provided in the facility agreement with ICICI that upon the occurrence of any default and the
continuance thereof for a period of 30 business days by the Company, ICICI may direct the Company
to convert the whole or such part of the amount outstanding to ICICI into fully paid-up equity shares at
the market rate prevalent on the date of such conversion, or at par value whichever is lower, from the
date and in the manner specified in writing by ICICI to the Company and in accordance with applicable
laws. It has been further provided that
o
The conversion right reserved may be exercised by ICICI on one or more occasions during the
currency of the facility.
o
On receipt of notice of conversion, ICICI shall allot and issue requisite number of fully-paid
up equity shares to ICICI as from the date of conversion as specified in such notice and ICICI
may accept the same in satisfaction of the part of relevant outstanding amount.
o
The portion of the outstanding amount so converted shall cease to carry interest as from the
date of conversion and the outstanding amount shall stand correspondingly reduced. The
Company shall, at all times, maintain sufficient un-issued equity shares for this purpose.
It is provided in the facility agreement with ICICI that the Company shall ensure that additional equity
between Financial Years 2008-2011 shall be as under.
Financial Year
2008
2009
2010
2011

Amount (Rs. lakhs)

39,000
15,000
10,000
10,000
It is provided in the facility agreement with ICICI that the Company would not redeem and any foreign
currency convertible bonds until full repayment of all amounts outstanding under the facility.
It is provided in the facility agreement with ICICI that the Company would arrange an additional debt
of Rs. 30,000 lakhs before September 30, 2008.
It is provided in the facility agreement with ICICI that the Company would maintain a ratio of 1:1 for
any additional incremental debt to equity during the tenure of the facility and until full repayment of all
amounts outstanding. Further, the Company would not withdraw any incremental infusion by way of
loans and advances from the Promoters during the currency of the facility and until full repayment of
all amounts outstanding.
It is provided in the facility agreement with ICICI that the Company shall not give any incremental
loans or advances or investments to its Subsidiaries without the prior consent of ICICI during the
tenure of the facility and until full repayment of all amounts outstanding.
It is provided in the facility agreement with ICICI that any shortfall in the value of insurance cover of
the Company shall be covered immediately by the Company or by ICICI by debiting the Companys
operative account with ICICI.
It is provided in the facility agreement with Standard Chartered Bank granting a letter of credit for Rs.
23,000,000 that the facility should be utilized only for the purpose for which it is granted and if, in the
opinion of the bank, the facility is not being used for such purpose, the bank shall have the right to
demand repayment and to withdraw the facility.
It is provided that the Company shall not make any material amendments to its Memorandum and
Articles without the prior written consent of Standard Chartered Bank.
It is provided that the Company shall not use all or any part of the facility for investments into capital
market oriented mutual fund schemes including, without limitation, equity/real estate mutual funds.
It is provided in the facility agreement with Axis Bank Limited that the Company can not divert the
working capital funds for long-term purposes.
232
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS

Except as described below, there are no outstanding litigation, suits or criminal or civil prosecutions,
proceedings or tax liabilities against our Company, our Directors, our Promoters or group companies and there
are no defaults, non payment of statutory dues, over dues to banks/ financial institutions, defaults against banks/
financial institutions/ small scale undertaking(s), defaults in dues payable to holders of any debentures, bonds
or fixed deposits, issued by our Company (including past cases where penalties may or may not have been
awarded and irrespective of whether they are specified under paragraph (i) of part 1 of Schedule XIII of the
Companies Act, 1956). The following are the outstanding or pending litigations or suits or proceedings against
the Company and criminal complaints or cases, defaults, non-payment or overdues of statutory dues,
proceedings initiated for any economic or civil offences and disciplinary action taken by SEBI or stock
exchanges against the Company, its subsidiaries and other group companies and the outstanding or pending
litigations or suits or proceedings against the subsidiaries and other group companies.
Nearly all of the litigations pending against our Company have been initiated against/by Siti Cable or NEENL
and these litigations have been transferred to our Company further to the provisions of the Scheme of
Arrangement. Further, few litigations have been initiated against Essel Agro Private Limited. Pursuant to the
provisions of agreement dated December 31, 2006 between our Company and Essel Agro Private Limited, such
litigations against Essel Agro Private Limited have also been transferred to our Company.
1.
Litigation against our Company
Contingent Liabilities
Our contingent liabilities not provided for and outstanding guarantees (as disclosed in our consolidated financial
statements) as at December 31, 2007 amounts to Rs. 26,186.1 lakhs. For details see Financial Statements on
page 112.
Pending litigations against our Company
Intellectual Property Cases
1.
Tata Sky Limited has filed a suit (suit no.3251 of 2006) against Nandi Electronics and others, wherein
our Company has also been included as a defendant, before the High Court of Judicature at Bombay on
September 18, 2006. The plaintiff has claimed that the our Company and other defendants have
infringed its intellectual property rights by using the mark ACTIVE for providing services under the
DTH platform, as the said trademark is almost identical and deceptively similar to the plaintiffs
trademark ACTVE which the plaintiff uses in the same line of business. The plaintiff has claimed a
permanent injunction against the use of the said mark and Rs. 5,00,000 as damages for the act of
passing off and to destroy all materials bearing the said mark. The case is currently pending and the
next date of hearing is not yet fixed.
2.
Star India Private Limited has filed a petition (petition no. 275 (C) of 2006) against our Company
before the Telecom Disputes Settlement Appellant Tribunal, New Delhi. The plaintiff has claimed that
our Company, by disclosing a lesser number of subscribers than the actual number to the petitioner had
been paying the petitioner a lesser amount as the subscriber fees. The petitioner has prayed that the
Company should pay the amount as mentioned in one of its invoices and should disclose the records of
subscriber management system. The case is currently pending and the next date of hearing is scheduled
on May 6, 2008.
Civil Suits
1.
M/s Ajay Enterprises has filed a suit (civil suit no. 70 of 2006) dated September 18, 2006 against our
company, previously known as ASC Enterprises Limited and NEENL before the Court of Civil Judge
(Senior Division), Kangra, Dharamshala. The petitioner has contended that our Company has not
refunded the security amount along with the expenditure incurred for purchasing the demonstration
kit, which was defective and did not function properly. The complainant has claimed a compensation
of Rs. 19,700 alongwith an interest of 18% p.a. thereon. The case is currently pending and the next date
of hearing shall be intimated to us by the said court in due course.
233
2.
Total Telefilms Private Limited has filed a petition (petition no. 310 of 2006) against our Company
dated April 9, 2007 before the Telecom Disputes Settlement Appellant Tribunal, New Delhi and has
claimed that the intention of our Company to remove the channel of the petitioner from our DTH
platform was illegal. The petitioner has prayed for continuance of its channel on our DTH platform.
The matter is currently pending and the next date of hearing shall be intimated to us by the said tribunal
in due course.
Consumer Cases
1.
Mr. Ratan Prakash Saini has filed a complaint petition (consumer dispute case no. 596 of 2005) dated
April 8, 2004 against our Company and others before the District Consumer Redressal Forum, Jaipur
(Forum). The complainant was one of the subscribers of our Company and has claimed that our
Company had activated only 10 channels for his viewing as against the 110 channels as assured when
the subscription was availed. The complainant has claimed a compensation of Rs. 40,000. The case is
currently pending and the next date of hearing shall be intimated to us by the Forum in due course.
2.
Mr. Vinay Sethi has filed a complaint petition (consumer dispute case no. 1032 of 2005) dated October
13, 2005 against our Company and others before the District Consumer Disputes Redressal Forum,
Yamunanagar (District Forum). The complainant was one of the subscribers of our Company and
has claimed that the STB was defective did not functioning properly. The complainant has claimed Rs.
10,000 or in the alternative, the replacement of the defective STB, and Rs. 85,500 as compensation.
The District Forum passed an order dated July 14, 2006 wherein our Company was asked to pay the
complainant a sum of Rs. 4,990, the cost of the defective STB, alongwith an interest of 12% p.a. from
the date of purchase of the STB and also a compensation of a sum of Rs. 20,000. Our Company has
filed an appeal against the said order before the State Consumer Redressal Commission, Chandigarh.
The case is currently pending and the next date of hearing is scheduled on November 11, 2008.
3.
Mr. Amjad Khan has filed a complaint petition (consumer dispute case no. 115 of 2006) dated April 3,
2006 against our Company and others before the District Consumer Disputes Redressal Forum, Guna
(District Forum). District Forum by its order dated December 26, 2006 had held us deficient and
directed us to pay Rs. 5,500.The complainant was one of the subscribers of our Company and has
claimed that the STB was defective and not functioning properly. The complainant has claimed a
compensation of Rs. 52,380. Our Company has filed an appeal against the said order before the State
Consumer Redressal Commission, Bhopal (State Forum). The case is currently pending and the next
date of hearing shall be intimated to us by the State Forum in due course.
4.
Mr. Satyabir has filed a complaint petition (consumer dispute case no. 258 of 2006) dated September 5,
2006 against our Company and others before the District Consumer Disputes Redressal Forum,
Narnaul. The complainant was one of the subscribers of our Company and has claimed that our
Company has not renewed the package despite the requisite payment being made for the same. The
complainant has claimed a compensation of Rs. 20,722 alongwith an interest of 10% p.a. thereon. The
case is currently pending and the next date of hearing is scheduled on May 20, 2008.
5.
Mr. Jagannath Mali has filed a complaint petition (consumer dispute case no. 88 of 2006) dated
September 28, 2006 against our Company and others before the District Consumer Disputes Redressal
Forum, Koraput (Forum). The complainant was one of the subscribers of our Company and has
claimed that our Company had not activated the subscription despite the requisite fees having been paid
by him. The complainant has claimed a compensation of Rs. 33,990 alongwith an interest of 18% p.a.
thereon. The case is currently pending and the next date of hearing shall be intimated to us by the
Forum in due course.
6.
Mr. Mohan Kandapan has filed a complaint petition (consumer dispute case no. 97 of 2006) dated
October 13, 2006 against our Company and others before the District Consumer Disputes Redressal
Forum, Koraput (Forum). The complainant was one of the subscribers of our Company and has
claimed that our Company has abruptly and wrongfully disconnected all the channels despite the
payment of the requisite fees by him. The complainant has claimed a compensation of Rs. 99,000. The
case is currently pending and the next date of hearing shall be intimated to us by the Forum in due
course.
234
7.
Ms. Alka Rao has filed a complaint petition (consumer dispute case no. 70 of 2006) dated October 4,
2006 against NEENL before the District Consumer Disputes Redressal Forum, Sirohi (Forum). The
complainant was one of the subscribers of our Company and has claimed that our Company has not
returned the STB which was given for repairs to the dealer despite several reminders. The complainant
has claimed a compensation of Rs. 48,990. The case is currently pending and the next date of hearing
shall be intimated to us by the Forum in due course.
8.
Mr. Tarun Kumar Sinha has filed a complaint petition (consumer dispute case no. 495 of 2006) dated
September 29, 2006 against our Company and others before the District Consumer Disputes Redressal
Forum, Thane. The complainant was one of the subscribers of our Company and has claimed that the
STB was defective and that certain channels were not activated as assured by our Company in the
package availed by him. The complainant has claimed a compensation of Rs. 50,000 alongwith an
interest of 18% p.a thereon. The case is currently pending and the next date of hearing is scheduled on
June 10, 2008.
9.
Mr. Devsharan Sharma has filed a complaint petition (consumer dispute case no. 901 of 2006) dated
November 20, 2006 against our Company and others before the District Consumer Disputes Redressal
Forum, Bhopal. The complainant was one of the subscribers of our Company and has claimed that the
STB was defective and that the subscription was not activated despite availing our one year free
subscription scheme. The complainant has claimed a compensation of Rs. 1,00,000 and the activation
of his subscription. The case is currently pending and the next date of hearing is scheduled on June 15,
2008.
10.
Mr. Chand Singh Ahlawat has filed a complaint petition (consumer dispute case no. 692 of 2006) dated
January 3, 2007 against our Company and others before the District Consumer Disputes Redressal
Forum, Rohtak (Forum). The complainant was one of the subscribers of our Company and has
claimed that the service was not renewed even though he had paid the requisite fees for the renewal.
The complainant has claimed a compensation of Rs. 1,000 alongwith an interest of 10% thereon. The
course.
11.
Mr. Prafulla Patnaik has filed a complaint petition (consumer dispute case no. 85 of 2006) dated
December 22, 2006 against our Company, formerly known as ASC Enterprises Limited before the
District Consumer Redressal Forum, Nabarangpur (Forum). The complainant was one of the
subscribers of our Company and has claimed that only few channels were activated even though he had
subscribed for more channels. The complainant has claimed a compensation of Rs. 93,300. The case is
12.
Mr. Vijay Pal has filed a complaint petition dated January 26, 2007 against our Company and others
before the District Consumer Disputes Redressal Forum, Kaithal. The complainant was one of the
subscribers of our Company and has claimed that the STB was defective and all the channels had been
abruptly deactivated without any reason. The complainant has claimed a compensation of Rs. 55,500
and a replacement or repair of the defective STB. The case is currently pending and the next date of
hearing shall be intimated to us by the Forum in due course.
13.
Mr. A.M.Gangoo has filed a complaint petition dated December 27, 2006 against our Company,
formerly known as ASC Enterprises Limited before the Office of the Divisional Consumers Protection
Forum, Kashmir Division, Srinagar (Forum). The complainant was one of the subscribers of our
Company and has claimed that certain channels were deactivated even though he was entitled to view
those channels under the package availed by him. The complainant has claimed a compensation of Rs.
55,000 and the activation of the said channels. The case is currently pending and the next date of
14.
Mohd. Eqbal Aktar Kaderi has filed a complaint petition (consumer dispute case no. 38 of 2007) dated
January 22, 2007 against our Company, formerly known as ASC Enterprises Limited before the
District Consumer Disputes Redressal Forum, Khudra, Orissa (Forum). The complainant was one of
the subscribers of our Company and has claimed that the subscription had been abruptly disconnected
without any reason. The complainant has sought restoration of his subscription, and has claimed a
compensation of Rs. 1,70,000 alongwith interest at the rate of 18% p.a thereon. The case is currently
pending and the next date of hearing shall be intimated to us by the Forum in due course.
235
15.
Mr. Suresh Kumar has filed a complaint petition dated May 31, 2007 against our Company and others
before the District Consumer Disputes Redressal Forum, Sirsa. The complainant was one of the
subscribers of our Company and has claimed that even after repairing the defective STB, his
subscription was deactivated without any reason. The complainant has claimed reactivation of the
connection and a suitable compensation. The case is currently pending and the next date of hearing is
scheduled on June 16, 2008.
16.
Mr. Ajit Kumar Sao has filed a complaint petition (consumer dispute case no.71 of 2006) against our
Company and others before the District Consumer Disputes Redressal Forum, Munger, Bihar
(Forum). The complainant was one of the subscribers of our Company and has claimed that the
connection was deactivated for want of renewal fee despite an assurance by our Company that it would
remain active. The complainant has claimed a compensation of Rs. 25,00,000. The case is currently
17.
Mr. Deep Kumar Gupta has filed a complaint petition (consumer dispute case no. 47 of 2007) dated
April 2, 2007 against our Company and others before the District Consumer Disputes Redressal Forum,
Mathura (Forum). The complainant had availed two separate connections since he could not view
the channels on more than one television with one connection. He has claimed that despite paying the
requisite charges for the two connections, both the connections were wrongfully deactivate without any
reason or notice. The complainant has claimed a compensation of Rs. 35,000 and has sought restoration
of the connections. The case is currently pending and the next date of hearing shall be intimated to us
by the Forum in due course.
18.
Mr. Ashok Kumar has filed a complaint petition (consumer dispute case no. 56 of 2007) dated January
16, 2007 against our Company, formerly known as ASC Enterprises Limited, before the District
Consumer Disputes Redressal Forum, Bhiwani (Forum). The complainant was one of the
subscribers of our Company and has claimed that our Company had abruptly disconnected all the
channels without any reason. The complainant has claimed a compensation of Rs. 90,000 and a
restoration of the connection. The case is currently pending and the next date of hearing shall be
intimated to us by the Forum in due course.
19.
Mr. Ravinder Kumar has filed a complaint petition (consumer dispute case no. 403 of 2006) dated
November 14, 2006 against NEENL before the District Consumer Disputes Redressal Forum, Kaithal.
The complainant was one of the subscribers of our Company and has claimed that the STB given to
him by our Company was defective and that it was not a new set. The complainant has claimed a
compensation of Rs. 54,080. The case is currently pending and the next date of hearing is scheduled on
July 28, 2008.
20.
Mr. Prasanta Kumar Mahapatra has filed a complaint petition (consumer dispute case no. 42 of 2007)
dated March 28, 2007 against our Company and others before the District Consumer Disputes
Redressal Forum, Ganjam, Berhampur (Forum). The complainant was one of the subscribers of our
Company and has claimed the service provided to him did not meet good standards and the channels
often had poor visibility. On making complaint of the same to our Company, all the channels were
abruptly disconnected without any reason. The complainant has claimed a compensation of Rs. 80,000.
The case is currently pending and the next date of hearing shall be intimated to us by the Forum in due
course.
21.
Mr. Dinesh Ramchandra Sabnis has filed a complaint petition (consumer dispute case no. 483 of 2006)
dated December 27, 2006 against NEENL before the District Consumer Disputes Redressal Forum,
Mumbai. The complainant was one of the subscribers of our Company and has claimed that the STB
was faulty as after encountering reception problems initially, it completely stopped functioning
eventually. He has claimed replacement of the STB and a suitable compensation. The case is currently
pending and the next date of hearing is scheduled on June 20, 2008.
22.
Mr. Moinuddin Khan has filed a complaint petition (consumer dispute case no. 141 of 2007) dated
April 4, 2007 against our Company and others before the District Consumer Disputes Redressal Forum,
Meerut (Forum). The complainant was one of the subscribers of our Company and has claimed that
our Company has abruptly disconnected all the channels without any reason despite repeated
complaints. The complainant has claimed that the connection should be restored, Rs. 6490 alongwith
236
an interest of 9% p.a. thereon and Rs. 22,500 as compensation for deficiency in service. The case is
23.
Mr. Ishwar Prasad Band has filed a complaint petition (consumer dispute case no. 52 of 2007) dated
May 3, 2007 against our Company, previously known as ASC Enterprises Limited before the District
Consumer Disputes Redressal Forum, Saaran, Chhapra. The complainant was one of the subscribers of
our Company and has claimed that all the channels were deactivated within a period of two months
despite our assurance that the subscription would last for a period of four months. The complainant has
sought reactivation of the channels and has claimed Rs. 50,000 as compensation. The case is currently
pending and the next date of hearing is scheduled on August 16, 2008.
24.
Mr. Ajay Kumar has filed a complaint petition (consumer dispute case no. 40 of 2007) dated February
Kangra. The complainant was one of the subscribers of our Company and has claimed that after
installation of the STB, he could view only 15 channels and not the others as assured by our Company.
The complainant has claimed Rs. 8,400 alongwith an interest at the rate of 18% p.a. as refund against
payment made for the products and installation charges, Rs. 2,500 as refund against payment of
activation charges and Rs. 18,000 as compensation. The case is currently pending and the next date of
hearing is scheduled on June 3, 2008.
25.
Ms. Kumari Pallavi has filed a complaint petition (consumer dispute case no. 6 of 2007) dated January
Navada (Forum). The complainant was one of the subscribers of our Company and has claimed that
the STB had inherent manufacturing defects which were not repaired despite repeated complaints. The
complainant has claimed Rs. 14,000 as compensation for deficiency in service. The case is currently
26.
M/s Four Seasons Marketing has filed a complaint petition (consumer dispute case no. 2496 of 2006)
dated November 14, 2007 against our Company and others before the District Consumer Disputes
Redressal Forum, Shalimar Bagh, New Delhi. The complainant was one of the subscribers of our
Company and has claimed that our Company did not activate the new connection despite repeated
reminders. The complainant has claimed refund of Rs. 3,190 against payments made by him for the
connection, Rs. 1,00,000 as compensation for deficiency in service and Rs. 25,000 as costs. The case is
currently pending and the next date of hearing is scheduled on August 22, 2008.
27.
Dr. Yellapragada Pardhasaradhi has filed a complaint petition (consumer dispute case no. 121 of 2007)
dated February 5, 2007 against our Company and others before the District Consumer Disputes
Redressal Forum, Vishakhapatnam (Forum). The complainant was one of the subscribers of our
Company and has claimed that the paid channels and the free to air channels were wrongfully
deactivated after a period of one year from availing the subscription, and few undesired channels were
activated instead. The complainant has claimed refund of Rs. 4,180 against payment for the connection
or in the alternative reactivation of the desired channels, and a sum of Rs. 23,000 as compensation. The
course.
28.
Mr. L. R. Ranga has filed a complaint petition (consumer dispute case no. 159 of 2007) dated April 11,
Gurgaon. The complainant was one of the subscribers of our Company and has claimed that the free to
air channels which were meant to be beamed for a lifetime period had been deactivated. The
complainant has sought the restoration of the channels or in the alternative refund the sum of Rs. 3190
with interest at the rate of 9% p.a. thereon, and has claimed Rs. 20,000 as compensation for deficiency
in service. The case is currently pending and the next date of hearing is scheduled on August 16, 2008.
29.
Mr. Lal Singh Arya has filed a complaint petition (consumer dispute case no. 587 of 2007) dated
March 19, 2007 against our Company and others before the District Consumer Disputes Redressal
Forum, Kurukshetra (Forum). The complainant was one of the subscribers of our Company and has
claimed that as per the subscription scheme, he was meant to receive 35 channels for life free of cost
but 16 of these channels were withdrawn without any cause. The complainant has claimed restoration
of the channels and Rs. 55,000 with interest at the rate of 12% per annum as compensation for
237
deficiency in service. The case is currently pending and the next date of hearing shall be intimated to us
30.
Mr. Yash Pal Anand has filed a complaint petition (consumer dispute case no. 89 of 2007) against our
Company and others before the District Consumer Disputes Redressal Forum, Ghaziabad. The
complainant was one of the subscribers of our Company and has claimed that he purchased a STB but
from the very first day, the reception of the channels was not clear. The complainant has sought
rectification of the defect or in the alternative a replacement of the STB for a new one and has claimed
a sum of Rs. 35,000 as compensation. The case is currently pending and the next date of hearing is
31.
Ms. Biyarlin Diengdoh has filed a consumer case (consumer case no. 27 of 2006) dated November 10,
2006 before the District Consumer Redressal Forum, Shillong (Forum) against our Company. The
complainant was one of the subscribers of our Company and has claimed that despite regular payment
of bills, the connection stands deactivated as of June 9, 2006 without any reason. The plaintiff has
sought re-activation of the services and has claimed Rs. 65,000 as compensation. The case is currently
32.
Mrs. P. Patnaik has filed a complaint petition (consumer dispute case no. 68 of 2007) dated June 6,
2007 against our Company, previously known as ASC Enterprises Limited, and others before the
District Consumer Disputes Redressal Forum, Ganjam, Berhampur (Forum). The complainant was
one of the subscribers of our Company and has claimed that as per the subscription scheme she was
meant to receive a package of pay channels as well as certain free to air channels, but after few days of
availing the package, the said pay channels were deactivated. The complainant has claimed Rs. 55,000
as compensation. The case is currently pending and the next date of hearing shall be intimated to us by
the Forum in due course.
33.
Mr. Shyam Sunder Jhanwar has filed a complaint petition (consumer dispute case no. 222 of 2004)
dated August 26, 2004 against our Company and others before the District Consumer Disputes
Redressal Forum, Cuttack (District Forum). The complainant was one of the subscribers of our
Company and has claimed that our Company had abruptly disconnected all the channels without any
reason. The District Forum by its order dated March 10, 2006 had dismissed the complaint but had
ordered our Company to return the amount collected till date from the subscriber. Our Company has
filed an appeal against the said order before the State Consumer Disputes Redressal Commission,
Orissa. The case is currently pending and the next date of hearing is scheduled on June 16, 2008.
34.
Mr. Jugal Kishore has filed a complaint petition (consumer dispute case No. 581 of 2004) dated April
8, 2004 against NEENL before the District Consumer Disputes Redressal Forum, Bharatpur, Rajasthan
(Forum). The complainant was one of our subscribers and has contended that deactivation of the
DTH connection followed by sending of legal notice by our Company was arbitrary and illegal. The
complainant has claimed Rs. 10,000 as compensation. The case is currently pending and the next date
of hearing shall be intimated to us by the Forum in due course.
35.
Mr. Rajesh Kumar has filed a complaint petition (consumer dispute case no. 706 of 2004) dated March
1, 2005 against NEENL before the District Consumer Disputes Redressal Forum, Karnal (District
Forum). The complainant was one of the subscribers of our Company and had wrongfully deactivated
the DTH connection. The complainant had claimed restoration of connection and a compensation of
Rs. 20,000. The District Forum by its order dated December 12, 2005 accepted the contention of the
complainant with respect to restoration of the connection. Our Company has filed an appeal against the
said order before the State Consumer Disputes Redressal Commission, Haryana. The case is currently
pending and the next date of hearing is scheduled on May 26, 2008.
36.
Ms. Tara Chandra has filed a complaint petition (consumer dispute case no. 128 of 2005) against our
Company before the District Consumer Disputes Redressal Forum, Sitapur (Forum). The
complainant was one of the subscribers of our Company and has contended that there was loss of signal
and his connection was not repaired by our Company. The complainant had claimed compensation at
the rate of Rs. 200 per day during the period of loss of signal and has sought restoration of connection.
course.
238
37.
Mr. Shyam Lal Solanki has filed a complaint petition (consumer dispute case no. 65 of 2005) against
NEENL before the District Consumer Disputes Redressal Forum, Jodhpur (Forum). The
complainant was one of the subscribers of our Company and has contended that there was loss of signal
and his connection was not repaired by our Company. The complainant had claimed compensation at
the rate of Rs. 200 per day during the period of loss of signal and sought restoration of connection. The
course.
38.
Mr. Satvir has filed a complaint (consumer dispute case no. 448 of 2006) dated October, 2006 against
NEENL, before the District Consumer Disputes Redressal Forum, Jalandhar (Forum). The
complainant was one of the subscribers of our Company and has contended that he was declared
winner of a lucky draw by NEENL. He was intimated that he would receive a Hero Honda motor cycle
upon payment of Rs. 8,404. The complainant claimed to have made this payment by demand draft and
alleged that he received no motor cycle from the company. The complainant sought a direction of
delivery of the Hero Honda motor cycle to him along with compensation of Rs. 1,22,835 for mental
tension, harassment and financial loss. The case is currently pending and the next date of hearing shall
be intimated to us by the Forum in due course.
39.
Mr. Girija Pd. Agarwal has filed a complaint (consumer dispute case no. 96 of 2006) dated August 14,
2006 against our Company (previously known as ASC Enterprises Limited) before the District
Consumer Disputes Redressal Forum, Jaipur (Forum). The complainant was one of the subscribers
of our Company and has contended that he had obtained a DTH connection which had remained faulty
and was not rectified. The complainant sought restoration of a working connection along with
compensation of Rs. 25,000 for mental agony along with other costs. The case is currently pending and
the next date of hearing shall be intimated to us by the Forum in due course.
40.
Mr. K.S. Vijay Kumar has filed a complaint (consumer dispute case no. 194 of 2006) dated December
22, 2006 against NEENL before the District Consumer Disputes Redressal Forum, Pathanamthitta
(Forum). The complainant was one of the subscribers of our Company and has contended that upon
purchase of the DTH package he was promised certain Malyalam free to air channels upon payment of
minimum monthly rent. However, subsequently he was asked to pay a higher amount for availing of
these channels. The complainant has sought the cost of the Dish TV system, that is, Rs. 3,990,
alongwith interest and other costs. The case is currently pending and the next date of hearing shall be
41.
Mr. Mohan Krishan has filed a complaint against our Company before the District Consumer Disputes
Redressal Forum, Bhiwani (Forum). The complainant was one of the subscribers of our Company
and has contended that he was not provided the DTH connection on the promised terms, that is, a free
connection for a period of three months from activation. The complainant alleged that he was asked to
pay before the three-month period fully expired. The complainant has sought reactivation of the facility
without charging of any rent along with compensation of Rs. 50,000. The case is currently pending and
42.
Mr. Arijit Das has filed a complaint (consumer dispute case no. 447 of 2006) dated September 12, 2006
against our Company (previously known as ASC Enterprises Limited) before the District Consumer
Disputes Redressal Forum, Kolkata. The complainant was one of the subscribers of our Company and
has contended that he received no signal on his DTH connection which was not rectified during the
warranty period free of cost. The complainant has sought first three months service with free viewing,
refund of Rs. 610 taken from him, along with compensation of Rs. 50,000. The case is currently
pending and the next date of hearing is June 18, 2008.
43.
Mr. Amit Saini has filed a complaint (consumer dispute case no. 19 of 2007) dated January 24, 2007
against NEENL before the District Consumer Disputes Redressal Forum, Saharanpur (Forum). The
complainant was one of the subscribers of our Company and has contended that upon the purchase of
the DTH connection by him he was promised a holiday package of Rs. 4,000 on payment of Rs. 599.
The complainant contended that despite payment of this money on some pretext or the other he was not
provided with the promised holiday package. The complainant has sought compensation of Rs. 10,000
with interest for breach of contract, Rs. 5,000 as compensation and costs of Rs. 5,000. The case is
239
44.
Mr. Azizur Rahman Mazumdar has filed a complaint petition (consumer dispute case no. 11 of 2007)
dated September 9, 2007 against our Company before the District Consumer Disputes Redressal
Forum, Hailakandi, Assam (Forum). The complainant was one of the subscribers of our Company
and has claimed that despite making payments of the subscription charges for six months the services
were deactivated. The complainant has alleged mental harassment and has claimed Rs. 50,000 as
compensation. The case is currently pending and the next date of hearing shall be intimated to us by the
45.
Mr. Surender Kumar has filed a complaint petition (consumer dispute case no. 638 of 2007) dated July
1, 2007 against Essel Agro Private Limited, before the District Consumer Disputes Redressal Forum,
Jaipur (Forum). The complainant was one of the subscribers of our Company and has claimed that
despite making payments of the subscription charges, the services were deactivated for the next
fourteen days since he made the payment. The complainant has alleged mental harassment and has
claimed Rs. 31,750 as compensation along with interest at the rate of 18% p.a. The case is currently
46.
Mr. P. Rama Rao has filed a complaint petition (consumer dispute case no. 47 of 2007) dated July 3,
2007 against our Company before the District Consumer Disputes Redressal Forum, Goa. The
complainant was one of the subscribers of our Company and has claimed that despite making payments
of the subscription charges, the services were deactivated. The complainant has alleged mental
harassment and has claimed Rs. 25,000 as compensation and refund of the payment of Rs. 4,745 made
by the complainant towards subscription charges. The case is currently pending and the next date of
47.
Ms. Sushmita Parida has filed a complaint petition (consumer dispute case no. 110 of 2007) dated June
28, 2007 against our Company before the District Consumer Disputes Redressal Forum, Dhenkanal,
Orrisa (Forum). The complainant was one of the subscribers of our Company and has claimed that
she had paid subscription money and was promised services of free to air channels for life-time without
any further payment. It is her allegation that the broadcast of free to air channels have been deactivated.
The complainant has alleged mental harassment and has claimed Rs. 70,000 as compensation and
reconnection of free to air channels at the earliest. The case is currently pending and the next date of
48.
Ms. Gajender Singh has filed a complaint petition (consumer dispute case no. 422 of 2007) dated
September 12, 2007 against our Company before the District Consumer Disputes Redressal Forum,
Gurgaon (Forum). The complainant was one of the subscribers of our Company and has claimed that
he had subscribed for a scheme in which he was promised free subscription for a period of four months
but his connection was deactivated after 25 days. The complainant has alleged mental harassment and
has claimed Rs. 50,000 towards compensation and an additional compensation of Rs. 1,87,000 towards
financial losses. The case is currently pending and the next date of hearing shall be intimated to us by
the Forum in due course.
49.
Mr. Rajesh Kumar Bhargava has filed a complaint petition (consumer dispute case no. 813 of 2007)
dated May 24, 2007 against our Company before the District Consumer Disputes Redressal Forum,
Jaipur. The complainant was one of the subscribers of our Company and has claimed that despite
making payments of the subscription charges, the services were deactivated for a period of 72 hours.
The complainant has alleged mental harassment and has claimed Rs. 45,000 as compensation and
refund of the payment of Rs. 1,000 made by the complainant towards subscription charges. The case is
currently pending and the next date of hearing is scheduled on June 11, 2008.
50.
Mr. Rajinder Singh Mann has filed a complaint petition (consumer dispute case no. 246 of 2007) dated
July 6, 2007 against our Company and others before the District Consumer Disputes Redressal Forum,
Ambala (Forum). The complainant was one of the subscribers of our Company and has claimed that
the STB was defective and not functioning properly hence disrupting his viewer ship. The complainant
has claimed the replacement of the defective STB, and Rs. 90,000 as cost and compensation. The case
is currently pending and the next date of hearing shall be intimated to us by the Forum in due course.
51.
Mr. Rati Ram Singh has filed a complaint petition (consumer dispute case no. 276 of 2007) dated July
Merrut (Forum). The complainant was one of the subscribers of our Company and has claimed that
240
he has paid subscription money and was promised services of free to air channels for life-time without
any further payment. It is his allegation that the broadcast of free to air channels were deactivated. The
complainant has alleged mental harassment and has claimed Rs. 3,390 as refund of connection charges.
course.
52.
Mr. Sukh Pal Singh has filed a complaint petition (consumer dispute case no. 95 of 2007) dated June
Shahajahanpur. The complainant was one of the subscribers of our Company and has claimed that he
had paid subscription money and was promised services of free to air channels for life-time without any
further payment. He has alleged that the broadcast of free to air channels have been deactivated. The
complainant has alleged mental harassment and has claimed Rs. 2,490 as refund of connection charges
along with Rs. 27,000 as compensation. The case is currently pending and the next date of hearing is
53.
Mr. Barkelo Shankar Gaonkar has filed a complaint petition (consumer dispute case no. 49 of 2007)
dated June 14, 2007 against our Company and others before the District Consumer Disputes Redressal
Forum, Goa (Forum). The complainant was one of the subscribers of our Company and has claimed
that he had paid subscription money for a period of one year but the connection was deactivated
arbitrarily. He has claimed that he should be provided broadcast of free to air channels without any
further payment. The complainant has alleged mental harassment and has claimed Rs. 30,000 as
compensation along with interest at the rate of 18% p.a. The case is currently pending and the next date
54.
Mr. P.V. Martin Verghese has filed a complaint petition (consumer dispute case no. 32 of 2007) against
our Company and others before the District Consumer Disputes Redressal Forum, Yavanad, Kerala
(Forum). The complainant was one of the subscribers of our Company and has claimed that he had
paid the subscription money and was promised services of free to air channels for life-time without any
further payment. He has alleged that the broadcast of free to air channels have been deactivated. The
complainant has alleged mental harassment and has claimed Rs. 12,000 as cost and compensation. The
course.
55.
Mr. Santosh Kumar has filed a complaint petition (consumer dispute case no. 501 of 2007) dated July
19, 2007 against our Company before the District Consumer Disputes Redressal Forum, Shalimar
Bagh, New Delhi. The complainant was one of the subscribers of our Company and has claimed that
there was a delay in installation of the set-top boxes and has further claimed poor quality of services.
The complainant has claimed Rs. 35,000 as compensation and better quality of services as promised.
The case is currently pending and the next date of hearing is scheduled on June 16, 2008.
56.
Master J. Srivastava through Ms. Manjula Sristava has filed a complaint petition (consumer dispute
case no. 543 of 2007) dated December 5, 2007 against our Company and others before the District
Consumer Disputes Redressal Forum, Lucknow. The complainant was one of the subscribers of our
Company and has claimed that despite making payments for subscription charges the paid channels had
not been broadcast. The complainant has alleged mental harassment and has claimed Rs. 61,710 as cost
and compensation. The case is currently pending and the next date of hearing is scheduled on June 15,
2008.
57.
Mr. Jogender Singh has filed a complaint petition dated June 6, 2007 against our Company before the
District Consumer Disputes Redressal Forum, Bhiwani, Haryana (Forum). The complainant was one
of the subscribers of our Company and has claimed that the set-top box provided to the complainant
was faulty and he had provided the same for repair but was never returned to the complainant. The
complainant has claimed Rs. 50,000 as cost and compensation. The case is currently pending and the
next date of hearing shall be intimated to us by the Forum in due course.
58.
Mr. Tara Shankar Dutta has filed a complaint (consumer case no.138 of 2007) dated April 30, 2007
against our Company before the District Consumer Disputes Redressal Forum, Kolkata (District
Forum). The complainant is one of our subscriber who has filed the present case against us stating
deficiency of the Company for the cause arisen due to the complainants inability to recharge his
viewing card. The complainant has sought the restoration of the connection and the District Forum
241
pursuant to its interim order dated June 27, 2007, has instructed without going into the merits of the
case, to restore the connection with immediate effect and not to deactivate till the finalization of the
case. The next date of hearing is on May 26, 2008.
59.
Dr. Mohinder Kumar Bali has filed a complaint (consumer case no. 622 of 2007) against our Company
before the District Consumer Disputes Redressal Forum, Jaipur. The complainant is one of our
subscribers and has alleged that he had made payments towards subscription charges but did not
receive the corresponding services from our Company. The complainant had demanded payment of Rs.
93,690 towards cost and compensation. The next date of hearing is on June 5, 2008.
60.
Mr. Tara Singh Negi has filed a complaint petition (consumer dispute case no. 835 of 2007) dated
August 27, 2007 against our Company and others before the District Consumer Disputes Redressal
Forum, Shimla (Forum). The complainant was one of the subscribers of our Company and has
claimed that he had paid subscription money and was promised services of free to air channels for lifetime without any further payment. He has claimed that the broadcast of free to air channels had been
deactivated. The complainant has alleged mental harassment and has claimed Rs. 10,000 as cost and
compensation and has prayed for restoration of broadcast of free to air channels. The case is currently
61.
Mr. Ajay Kumar has filed a complaint (consumer dispute case no. 84 of 2007) against our Company
dated October 11, 2007 before the District Consumer Disputes Redressal Forum, Sheopur, Madhya
Pradesh (Forum). The complainant is one of our authorized dealers and has alleged that the he had
made a payment of Rs. 1,100 towards security deposit but his services were de-activated without
providing any reason. The complainant has demanded payment of Rs. 13,000 towards cost and
compensation and restoration of the connection. The case is currently pending and the next date of
62.
Mr. B.D. Lal has filed a complaint petition (consumer dispute case no. 112 of 2007) dated May 16,
2007 against one of our authorized dealer before the District Consumer Disputes Redressal Forum,
Ranchi. Our Company was later impleaded as one of the parties to the complaint. The complainant was
one of the subscribers of our Company and has claimed that he had paid subscription money and was
promised services of free to air channels for life-time without any further payment. He has alleged that
the broadcast of all channels including free to air channels has been deactivated. The complainant has
alleged mental harassment and has claimed Rs. 16,490 as cost and compensation. The case is currently
63.
Mr. Lal Sahib Singh has filed a complaint petition (consumer dispute case no. 713 of 2007) dated June
23, 2007 against our Company and others before the District Consumer Disputes Redressal Forum II,
Delhi. The complainant was one of the subscribers of our Company and has claimed that he had paid
the subscription money but the services were not activated even after repeated complaints. The
complainant has alleged mental harassment and has claimed Rs. 75,000 as cost and compensation. The
case is currently pending and the next date of hearing is scheduled on June 2, 2008.
64.
Mr. C.S. Sanwal has filed a complaint petition (consumer dispute case no. 52 of 2007) dated July 2,
Nainital (Forum). The complainant was one of the subscribers of our Company and has claimed that
he was initially not provided set-top box on time and even when the set-top box was provided, it was
faulty and has further claimed deficiency of services. The complainant has alleged mental harassment
and has claimed Rs. 6,000 as cost and compensation. The case is currently pending and the next date of
65.
Mr. Surender Singh Kapoor has filed a complaint petition (consumer dispute case no. 575 of 2007)
dated December 3, 2007 against our Company and others before the District Consumer Redressal
Forum, Gurgaon. The complainant was one of the subscribers of our Company and has claimed that
even after making payments of the subscription fees the services were not provided to the complainant.
The complainant has alleged deficiency of services and mental harassment and has claimed Rs. 65,000
as cost and compensation. The case is currently pending and the next date of hearing is scheduled on
August 18, 2008.
242
66.
Mr. P.K. Mahapotra has filed a complaint petition (consumer dispute case no. 575 of 2007) dated
December 3, 2007 against our Company and others before the District Consumer Disputes Redressal
Forum, Gurgaon (Forum). The complainant was one of the subscribers of our Company and has
claimed that even after making payments of the subscription fees the services were not provided to the
complainant. The complainant has alleged deficiency of services and mental harassment and has
claimed Rs. 65,000 as cost and compensation. The case is currently pending and the next date of
67.
Mr. G.S. Somal has filed a complaint petition (consumer dispute case no. 83 of 2007) dated July 8,
Ganjampur (Beharampur), Orissa (Forum). The complainant was one of the subscribers of our
Company and has claimed has alleged that the quality of picture was poor and therefore claimed
deficiency of services and mental harassment and has claimed Rs. 55,000 as cost and compensation.
course.
68.
Mr. R.K. Bansal has filed a complaint petition (consumer dispute case no. 451 of 2007) dated June 7,
2007 against Essel Agro Private Limited before the District Consumer Redressal Forum, Jankpuri,
Delhi. The complainant was one of the subscribers of our Company and has claimed that despite
having paid and subscribed to our DTH services for one year, the free to air channels were deactivated
before the completion of the stipulated period of one year. The complainant has alleged mental
harassment and has claimed Rs. 3,990 as cost and compensation. He has also claimed reactivation of
the said channels. The case is currently pending and the next date of hearing is scheduled on June 22,
2008.
69.
Mr. Robin Garg has filed a complaint petition (complaint petition no. 320 of 2007) dated October 22,
2007 against NEENL and another before the District Consumer Redressal Forum, Haridwar
(Forum). The complainant was one of the subscribers of our Company and has claimed that the STB
was defective. He has claimed replacement of the defective STB, Rs. 10,000 as compensation on
grounds of mental agony and Rs. 5,000 towards cost of the complaint and other miscellaneous
expenses incurred. The case is currently pending and the next date of hearing shall be intimated to us
70.
Mr. Gopalkrishna M. Nadakarni has filed a complaint petition (complaint petition no. C 77 of 2008)
dated February 29, 2008, against Essel Agro Private Limited and another, before the District Consumer
Disputes Redressal Forum, Karwar (Forum). The complainant has alleged that he did not receive all
the channels which we had promised to provide him on availing our DTH services. He has also alleged
that Essel Agro Private Limited did not heed to any of his written and oral complaints and has claimed
a refund of Rs. 3,990 along with an interest of 15% p.a. towards the cost incurred for availing our
services and Rs. 5,000 towards the costs of the litigation. The case is currently pending and the next
date of hearing shall be intimated to us by the Forum in due course.
71.
Mr. Chandrayan Sagar Gupta has filed a complaint petition (complaint petition no. 97 of 2007) dated
July 16, 2007 against NEENL, Essel Agro Private Limited and others before the District Consumer
Disputes Redressal Forum, Farukhabad (Forum). The complainant was one of the subscribers of our
Company and has claimed that the free to air channels which were meant to be beamed for a lifetime
period had been deactivated. He has claimed that the free to air channels be restored, and has also
claimed Rs. 5,000 as compensation and Rs. 2,000 towards the cost of the litigation. Further, in the
alternative, if the channels cannot be restored to him, he has claimed a sum of Rs. 3,990 alongwith an
interest of 24% as costs incurred towards availing of such services. The case is currently pending and
72.
Mr. G. Murlidharan Nayar has filed a complaint petition (complaint petition no. 40 of 2007), 2007
against our Company, formerly known as ASC Enterprises Limited and another before the District
Consumer Disputes Redressal Forum, Sirohi (Forum). The complainant was one of our subscribers
and has alleged that despite paying the requisite charges for renewal of our services, we did not renew
his subscription. He has claimed a sum of Rs. 96,880 including the cost for availing our services,
refund of the renewal charges paid by him and the cost incurred by him for availing the services of
other service providers. The case is currently pending and the next date of hearing shall be intimated to
us by the Forum in due course.
243
73.
Mr. Kamansu Kumar Sahoo has filed an petition (appeal no. 567 of 2007) dated July 25, 2007 against
our Company, formerly known as ASC Enterprises Limited and others before the State Consumer
Disputes Redressal Forum, Cuttack against the order passed by the District Consumer Disputes
Redressal Forum (District Forum) in consumer complaint no. 205 of 2006 filed by him. He was one
of the subscribers to our DTH services and has alleged that we had deactivated our services without
any notice or reason. The District Forum had dismissed his petition wherein we had also alleged that
the complainant was distributing and transmitting our signals even though he was unauthorized to do
so. The complainant has filed this appeal seeking to set aside the order of the District Forum and has
claimed such compensation as may be deemed fit by the appellate forum. The matter is currently
pending and the next date of hearing is currently not fixed.
74.
Mr. Krushna Chandra Samantray has filed a complaint petition (complaint petition no. 439 of 2007)
dated November 13, 2007 against our Company and another before the District Consumer Disputes
Redressal Forum, Bhubaneswar (Forum). The complainant is a subscriber to one of our DTH
schemes called Freedom and has alleged that the same was deactivated within two months after his
availing of its services. He has claimed a compensation of Rs. 15,000 towards mental harassment and
other costs. The case is currently pending and the next date of hearing shall be intimated to us by the
75.
Mr. Shray Sindhu has filed a complaint petition (complaint petition no. 635 of 2007) dated December
12, 2007 against our Company and another before the District Consumer Disputes Redressal Forum,
Rohtak (Forum). The complainant is a subscriber to one of our DTH schemes called Freedom and
has alleged that the same was deactivated by us within two months after his availing of its services. He
has claimed a compensation of Rs. 50,000 towards mental harassment and other costs. The case is
76.
Mr. Sube Ram has filed a complaint petition (complaint petition no. 445 of 2007) dated August 31,
2007 against our Company and another before the District Consumer Disputes Redressal Forum,
Rohtak. The complainant has alleged that despite paying the renewal charges, we did not renew our
DTH services availed by him. He has claimed a sum of Rs. 25,000 for causing mental harassment to
him for our deficiency in services and a further amount of Rs. 5,500 towards the cost of the litigation.
The matter is currently pending and the next date of hearing is scheduled on May 25, 2008.
77.
Mr. Jugal Kishore has filed a complaint petition (complaint petition no. 218 of 2007) dated December
Rajsamand (Forum). The complainant was one of the subscribers of our Company and has claimed
that the free to air channels which were meant to be beamed for a lifetime period had been deactivated.
He has sought an order for restoring the channels and has also claimed a sum of Rs. 15,000 towards
metal harassment and Rs. 2,100 towards costs of the litigation. The case is currently pending and the
next date of hearing shall be intimated to us by the Forum in due course.
78.
Mr. Chandra Deep Jodha has filed a complaint petition (complaint petition no. 154 of 2008) against our
Company, formerly known as ASC Enterprises Limited and others before the District Consumer
Disputes Redressal Forum, Jaipur. The complainant was one of the subscribers of our Company and
has claimed that the STB was defective and did not function properly. The complainant has claimed the
replacement of the defective STB and a sum of Rs. 55,000 including a compensation for mental
harassment and the costs of the litigation. The matter is currently pending and the next date of hearing
is currently not fixed.
79.
Mr. Ram Swaroop has filed a complaint petition (complaint petition no. 767 of 2008) dated January 18,
2008 against our Company and others before the District Consumer Disputes Redressal Forum II, Delhi
(Forum). The complainant is one of our subscribers and has alleged that the STB was defective and
did not function properly. He has claimed a replacement of the STB, or in the alternative a refund of
the expenses incurred by him for availing the services. He has also claimed a compensation of Rs.
10,000 towards mental and physical harassment and Rs. 5,000 for the cost of the litigation alongwith an
interest of 15% from the date of filing of the complaint. The case is currently pending and the next date
244
80.
Mr. Suresh Kumar Sharma has filed a complaint petition dated March 14, 2008 against our Company
and another before the District Consumer Disputes Redressal Forum, Mandi, Himachal Pradesh. The
complainant was one of the subscribers of our Company and has alleged that the free to air channels
which were meant to be beamed for a lifetime period had been deactivated. He has claimed that the free
to air channels alongwith such other pay channels which were agreed to be provided to him at the time
of availing of our DTH services, be reactivated. The matter is currently pending and the next date of
81.
Mr. Hardeep Singh has filed a complaint petition (complaint petition no. 313 of 2008) dated July 13,
2008 against our Company and another before the District Consumer Disputes Redressal Forum,
Amritsar (Forum). The complainant was one of the subscribers to our DTH services and has claimed
that despite paying the requisite fees, certain channels, like National Geographic, NDTV 24X7, Zee
News etc. had been deactivated. He has sought an order against us to reactive the stated channels, or in
the alternative refund the entire cost incurred by him for availing our services. He has also claimed an
amount of Rs. 5,000 towards mental harassment and also the costs incurred by him in the litigation.
course.
82.
Ms. Veena Prafulla Khamhete has filed a complaint petition (complaint petition no. 505 of 2006) dated
September 28, 2006 against Essel Agro Private Limited and another before the District Consumer
Disputes Redressal Forum, Thane. The complainant is a subscriber to one of our DTH service schemes
called Utsav Scheme. She alleges that despite paying the requisite fees, we did not provide her with a
free picnic tour as promised by us under the said scheme. She has claimed an amount of Rs. 30,420
towards compensation for mental harassment, cost of the package for the said picnic tour and towards
costs of the litigation. The matter is currently pending and the next date of hearing is scheduled on June
10, 2008.
83.
Mr. Bhanwar Singh Chaudhary has filed a complaint petition (complaint petition no. 84 of 2008) dated
February 2, 2008 against our Company and another before the District Consumer Disputes Redressal
Forum, Ajmer (Forum). The complainant was one of the subscribers to our DTH services and has
alleged that the free to air channels were arbitrarily deactivated by our Company. He has claimed
reactivation of the said channels, or in the alternative a refund of a sum of Rs. 2,999 paid by him as a
security deposit. He has also claimed a sum of Rs. 50,000 as compensation for mental harassment and a
sum of Rs. 5,500 as costs incurred for the litigation. Our Company has filed a written statement
disputing the claims of the complainant on March 14, 2008. The case is currently pending and the next
date of hearing shall be intimated to us by the Forum in due course.
84.
Mr. Ashok Sachdev has filed a complaint petition (complaint petition no. 767 of 2007) dated June 19,
2007 against our Company and another before the District Consumer Disputes Redressal Forum, South
Delhi (Forum). The complainant was one of our subscribers and has alleged that the STB was
defective and did not function properly. He has claimed a refund of Rs. 5,700 and Rs. 1,465 as costs
incurred for availing our services and a compensation of Rs. 25,000 towards mental harassment caused
to him. The case is currently pending and the next date of hearing shall be intimated to us by the Forum
in due course.
85.
Mr. Shravan Kumar Saini has filed a complaint petition (complaint petition no. 53 of 2008) dated
February 6, 2008 against our Company and another before the District Consumer Disputes Redressal
Forum, Churu, Rajasthan (Forum). The complainant was one of our subscribers and has alleged that
the STB was defective and did not function properly. He has claimed a refund of Rs. 4,000 alongwith
an interest of 18% p.a. towards the cost of availing services of our Company and a compensation of Rs.
25,000 towards mental harassment caused to him. The case is currently pending and the next date of
86.
Mr. A.G. Hari has filed a complaint petition (complaint petition no. 412 of 2005) dated December 2,
2005 against NEENL and another before the District Consumer Disputes Redressal Forum,
Trivandrum. The complainant was one of our subscribers and has alleged that the STB was defective
and did not function properly. He has claimed a refund of an amount of Rs. 5,000 along with an interest
of 18% p.a. as cost incurred by him availing our services, a compensation of Rs. 5,000 towards mental
harassment and Rs. 2,000 towards expenses incurred in the litigation. The matter is currently pending
and the next date of hearing is currently not fixed.
245
87.
Mr. Ashok Dhawan has filed a complaint petition (complaint petition no. 238 of 2006) dated October
16, 2006 against NEENL and another before the District Consumer Disputes Redressal Forum,
Saharanpur. The complainant was one of the subscribers to our DTH services and has alleged that we
wrongfully deactivated the services. He has claimed reactivation of the services, or in the alternative, a
refund of a sum of Rs. 6,500 as cost incurred by him for availing our services, and a compensation of
Rs. 20,000 for the mental harassment caused to him. The matter is currently pending and the next date
of hearing is scheduled on May 30, 2008.
88.
Mr. Rahmat Khan Pathan and Mr. Himmat Khan Pathan have jointly filed a complaint petition
(Complaint petition no. 113 of 2007) against our Company and another before the District Consumer
Disputes Redressal Forum, Himmatnagar (Forum). The complainant was one of the subscribers to
our DTH services and alleged that we wrongfully deactivated the services. They have claimed
restoration of the services and a compensation of Rs. 21,00,000 for the mental harassment caused to
him. The case is currently pending and the next date of hearing shall be intimated to us by the Forum in
due course.
89.
Mr. Nirmal Kumar Pandey had filed a complaint petition (complaint petition no. 732 of 2007) against
our Company and another before the District Consumer Disputes Redressal Forum, Hyderabad
(District Forum). The complainant was one of the subscribers to our DTH services and had alleged
that we wrongfully deactivated the services. He had claimed a refund of a sum of Rs. 4,000 as cost
incurred by him for availing our services and a compensation of Rs. 1,00,000 for the mental harassment
caused to him. The order was passed by the District Forum on January 25, 2008 directing us to pay a
compensation of Rs. 10,000 and a sum of Rs. 2,000 towards costs. Our company has preferred an
appeal against the said order before the Andhra Pradesh State Consumer Disputes Redressal Forum
(appeal no. 696 of 2008) and it has passed an interim order dated March 29, 2008 staying the operation
of the order passed by the District Forum till the final disposal of the appeal. The matter is currently
pending and the next date of hearing is scheduled on August 12, 2008.
90.
Mr. Ravinder Gopal Das Modi has filed a complaint petition (complaint petition no. 453 of 2007) dated
July 10, 2007 against our Company, formerly known as ASC Enterprise Limited, and others before the
District Consumer Disputes Redressal Forum, Ahmedabad (Forum). The complainant was one of
our subscribers and has alleged that the STB was defective did not function properly. He has claimed
that the STB be replaced, or in the alternative be refunded a sum of Rs. 5,320 alongwith an interest of
15% p.a. towards costs incurred by him for availing the services. He has also claimed a compensation
of Rs. 25,000 for the mental harassment caused to him and a sum of Rs. 7,500 towards costs for the
litigation. The case is currently pending and the next date of hearing shall be intimated to us by the
91.
Mr. Pabitra Kumar Somal has filed a complaint petition (complaint petition no. 39 of 2008) dated April
2 , 2008 against our Company and others before the District Consumer Disputes Redressal Forum,
Jajpur, Orissa (Forum). The complainant was one of our customers and has alleged that we had
wrongfully deactivated our services on the ground that he had indulged in piracy of our services. He
has claimed a compensation of Rs. 50,000 for mental harassment and Rs. 10,000 towards the cost
incurred towards the litigation. The case is currently pending and the next date of hearing shall be
92.
Mr. Tulsi Das Thamke has filed a complaint petition (consumer dispute case no. 639 of 2007) dated
August 21, 2007 against our Company before the District Consumer Disputes Redressal Forum, Bhopal
(Forum). The complainant was one of the subscribers of our Company and has claimed that he had
subscribed to the one-year-free subscription scheme and was promised by the dealer that he would be
provided services of free to air channels for life-time even if he did not pay any more subscription fee.
The complainant has alleged mental harassment due to non performance of the promise and has
claimed Rs. 7,591 as compensation along with interest at the rate of 18% p.a. The case is currently
93.
Dr. Dinesh has filed a complaint petition (consumer dispute case no. 179 of 2008) dated April 15,
2008, against our Company before the District Consumer Disputes Redressal Forum, Gurgaon
(Haryana) (Forum). The complainant has alleged that the free to air channels were deactivated
despite the requisite fee having been paid by him. He has claimed a total amount of Rs 30,000 as
246
compensation apart from the plea to direct the Company to restore the facility with immediate effect.
course.
94.
Mr Mohanlal has filed a complaint petition (consumer dispute case no. 318 of 2008) dated on April 11,
2008 against NEENL. before the District Consumer Disputes Redressal Forum, Sriganganagar,
Rajasthan. The complainant has alleged that the free to air channels were deactivated despite the
requisite fee having been paid by him. He has claimed a sum of Rs 3,990 as refund of the cost incurred
by him towards the connection along with the compensation of total amount of Rs 12,100. The mater is
95.
M/s Navin Chand Limited has filed a complaint petition (consumer dispute case no. 362 of 2008 )
dated April 22, 2005 against M/s Sirohi Electronic and our Company before the Consumer Disputes
Redressal Forum, Sheikh Sarai, New Delhi (Forum). The complainant has alleged that we did not
reactivate the services for the year 2008 despite having paid the requisite fee. He has claimed a
compensation of Rs. 29, 290 towards the cost incurred by him for availing our services and for the
mental harassment caused to him. We have received a summons from the Forum on April 24, 2008 and
have been asked to appear before the Forum on June 2, 2008 to present our case.
96.
Mr. Joseph George T. has filed a complaint petition (consumer dispute case no. 10 of 2007) dated
January 9, 2007 against our Company and M/s Umesh Kamath Company Limited before the District
Consumer Disputes Redressal Forum, Kasaragod, Kerala (Forum). He has alleged that our Company
has failed to provide all the channels promised by us for the package titled Dish Freedom Plus. He
has claimed that all the channels which were assured under the package be provided to him or he may
be refunded the cost incurred by him for availing the said package. He has also claimed a compensation
of Rs. 25,000 towards mental harassment caused to him. We the matter is currently pending and the
next date of hearing is scheduled on May 26, 2008.
97.
Mr. Prakashchandra Rao has filed a complaint petition (consumer dispute case no. 56 of 2007) dated
April 25, 2008 against our Company and others before the District Consumer Disputes Redressal
Forum, Mangalore (Forum) alleging that the services availed by him from our Company were
deficient and that the same caused mental harassment to him. We have received a summons from the
Forum and have been asked to appear before it on May 26, 2008 to present our case.
98.
Mr. Babulal Agarwal has filed a complaint petition (consumer dispute case no. 498 of 2007) dated May
10, 2007 against Essel Agro Private Limited, before the District Consumer Disputes Redressal Forum,
Indore. The complainant was one of the subscribers of our Company and has claimed that despite
making payments of the subscription charges, the services were deactivated. He has claimed a
compensation of Rs. 50,000 towards the mental harassment caused to him and our deficiency in
service. The matter is currently pending and the next date of hearing shall be notified to us by the
forum in due course.
99.
Mr. S. Jaswant Singh Kamboj has filed a complaint petition (consumer dispute case no. 811 of 2008)
dated April 29, 2008 against our Company and another before the District Consumer Redressal Forum,
Amritsar. He has alleged that our Company wrongfully disconnected the connection availed by him
despite the requisite fee having been paid by him. He has claimed that the connection be reactivated
and a compensation of Rs. 20,000 towards the mental harassment caused to him. The matter is
currently pending and the next date of hearing is scheduled on May 29, 2008.
100.
Mr. Madan Lal Dhaka has filed a complaint petition (consumer dispute case no. 319 of 2008) dated
March 31, 2008 against our Company and another before the District Consumer Disputes Redressal
Forum, Sriganganagar, Rajasthan. The complainant was one of the subscribers of our Company and has
claimed that the free to air channels which were meant to be beamed for a lifetime period had been
deactivated. The complainant has sought a refund the sum of Rs. 3,350, and has claimed Rs. 10,000 as
compensation for deficiency in service and Rs. 2,100 as the cost incurred by him towards the litigation.
The matter is currently pending and the next date of hearing is scheduled on June 11, 2008.
101.
Mr. Manoj Prasad has filed a complaint petition (consumer dispute case no. 199 of 2008) against our
Company and another before the District Consumer Redressal Forum, Gurgaon. The complainant was
one of our subscribers and has claimed that the STB provided by us was defective and did not function
247
properly. He has claimed a replacement of the STB or in the alternative a refund of the cost incurred by
him towards the same. The matter is currently pending and the next date of hearing is scheduled on
June 20, 2008.
102.
Mr. Sanjay Kumar has filed a complaint petition dated April 24, 2008, the case number of which is yet
to be allotted, against our Company and another before the District Consumer Redressal Forum,
Sonepat alleging deficiency in the services provided by our Company to him. We have received a
summons from the said forum and the next date of hearing is scheduled on May 30, 2008.
103.
Ms. Nita Gupta has filed a complaint petition (consumer dispute case no. 9 of 2008) dated March 10,
2008 against our Company and another before the District Consumer Redressal Forum, Shillong. The
complainant is one of our subscribers and has claimed that the free to air channels have been
deactivated wrongfully. She has sought reactivation of the same or in the alternative a refund of Rs.
3,990 as the cost incurred by her towards the services. The matter is currently pending and the next date
of hearing shall be intimated to us by the said forum in due course.
104.
Mr. Amarjit Singh has filed a complaint petition (consumer dispute case no. 421 of 2008) dated April
21, 2008 against our Company before the District Consumer Redressal Forum, Chandigarh. The
complainant is one of our subscribers and has alleged poor reception of the channels being aired by us.
He has sought an appropriate relief as the forum may deem fit. The matter is currently pending and the
next date of hearing is scheduled on May 20, 2008.
105.
Mr. M.D. Balani has filed a complaint petition (consumer dispute case no. 241 of 2008) dated March
17, 2008 against our Company and another before the District Consumer Redressal Forum, Bhopal. The
complainant was one of our subscribers and has alleged that the connections availed by him were
deactivated wrongfully by us. He has sought free reactivation of the said connections for a period of six
months or in the alternative a refund of the cost incurred by towards availing the said connections. The
matter is currently pending and the next date of hearing shall be intimated to us by the said forum in due
course.
106.
Ms. Madhu Sharma has filed a complaint petition (consumer dispute case no. 353 of 2007) dated March
12, 2008 against our Company and another before the District Consumer Redressal Forum, Ujjain. She
is one of our subscribers and has alleged that the connection availed by her was deactivated wrongfully.
She has claimed a compensation of Rs. 5,000 and Rs. 1,000 as cost incurred for the litigation. The
matter is currently pending and the next date of hearing is scheduled on May 24, 2008.
107.
Mr. Shah Mohammed has filed a complaint petition (consumer dispute case no. 53 of 2008) against our
Company before the District Consumer Disputes Redressal Forum, Bahraiv, Bihar (Forum). The
complainant was one of the subscribers of our Company and has contended that he was declared winner
of a contest titled Ab Sab Sikander and was entitled to a motorcycle which was not delivered to him.
He has claimed that the said motorcycle by delivered to him, or in the alternative, he may be given a
sum of Rs. 10,000. Has also laimed a compensation of Rs. 10,000 towards mental harassment. The
matter is currently pending and the next date of hearing shall be intimated to us by the Forum in due
course.
2.
Pending litigation filed by the Company
Criminal Proceedings
1.
NEENL (later merged with our Company) has filed a complaint (case no. 248 of 2006) against
Pratiksha Cable & Advertising Network (Pratiksha) before the Chief Metropolitan Magistrate,
Delhi. Pratikhsa had issued two cheques, each for Rs. 29,000 drawn on the United Western Bank, in
favour of NEENL as consideration for a DTH dealership agreement dated November 18, 2003
executed between NEENL and Pratikha. However, the said cheques were dishonoured due to
insufficient funds. NEENL has thus filed the complaint under section 138 of the Negotiable
Instruments Act, 1881. The matter is currently pending and the next date of hearing is scheduled shall
be intimated to us by the court in due course.
Intellectual Property Cases
248
1.
Our Company had filed a petition (petition no. 136 (C) of 2006) against Star India Private Limited
before the Telecom Disputes Settlement Appellant Tribunal, New Delhi praying for grant of signals of
only one of the bouquet of channels of the defendant and for a decision on the subscription price to be
paid by our Company to the defendant. The Telecom Disputes Settlement Appellant Tribunal, New
Delhi by its order dated July 14, 2006 had directed to our Company to take service of all the bouquets
of the defendant and had set the rate of subscription at Rs.27 per subscriber. Star India Private Limited
has filed an appeal (Appeal no. 3363 of 2006) against the said order before the Supreme Court of India
and has prayed for setting aside of the said order. However, on August 4, 2006, when the appeal was
called for hearing, it was submitted by the parties that the prayer for interim relief towards the stay of
the abovementioned order had become infractuous since the order of the Telecom Disputes Settlement
Appellant Tribunal, New Delhi had already been satisfied. The appeal is currently pending but there are
no further orders of listing the appeal.
Tax Cases
1.
Our Company has filed a writ petition (writ petition no. M/S No. 2562 of 2007) against State of
Uttarakhand through its Chief Secretary, Dehradun, Uttarakhand and six others before the High Court
of Uttarakhand. This writ petition is filed challenging the basis of various notices issued by the
Entertainment Tax Department of various districts within Uttarakhand. The writ petition was filed on
the ground that the DTH services do not fall within the purview of Uttar Pradesh Entertainment and
Betting Tax Act, 1979 and that the state government had no jurisdiction to impose the entertainment
tax on DTH services. The High Court of Uttarakhand has allowed the stay application on December 31,
2007 directing our Company to furnish a bank guarantee of Rs. 1.5 million in favour of the Registrar
General of the High Court of Uttarakhand and has restrained the respondents from proceeding further
subject to our Company furnishing the bank guarantee. The writ petition is currently pending and the
next date of hearing shall be intimated to us by the High Court in due course.
2.
NEENL (which has merged with our Company) has filed a writ petition (writ petition no. 839 of 2004)
against State of Uttar Pradesh through its Chief Secretary before the High Court of Allahabad. This
writ petition is filed challenging the demand of entertainment tax levied by the District Magistrate,
Ghaziabad. Our Company made a case that the DTH services do not fall within the purview of U.P
Entertainment and Betting Tax Act, 1979 and that the state government has no jurisdiction to impose
the entertainment tax on DTH services. The High Court of Allahabad accepted our contention and
stayed the recovery of entertainment tax pursuant to its order dated June 21, 2004. The writ petition is
currently pending and the next date of hearing shall be intimated to us by the High Court in due course.
Motor Accident Claims

1.
Our Company has filed an appeal before the High Court of Judicature at Gujarat (Suit no. 615 of 2008)
against the order of the District Motor Accident Claims Tribunal dated June 27, 2008, where the court
had directed our Company, among others, to jointly pay the sum of Rs. 50,000 as interim compensation
for alleged motor accident by Company owned car. The appeal is currently pending for further hearing
and the next date is scheduled on June 15, 2008.
3.
Pending Litigations against our Subsidiaries
A.

Nil
B.

Nil
C.

Nil
4.
Pending litigations against our top five listed Group Companies
249
A.
Zee Entertainment Enterprises Limited (ZEEL)
Criminal Proceedings
1.
Mr. Sandeep Pal Singh had filed a criminal complaint (criminal complaint no. 1055 of 2000) under
sections 52(a) and 63 of the Copyright Act, 1957 against ZEEL and others before the Fourth Additional
Sessions Judge, Thane dated April 13, 2000 for alleged infringement of the complainants copyright of
the film Jaan Se Badhkar. The court passed an order dated June 3, 2000 directing the respondents to
be present on the next date of hearing on June 12, 2000. Thereafter, the respondents revision petition
(criminal revision petition no. 37 of 2001) dated March 23, 2001 before the Fourth Additional Sessions
Judge which was granted in favour of the respondents pursuant to its order dated June 28, 2001.
Further, a writ petition (writ petition no. 1417 of 2001) was filed before the High Court of Mumbai
dated October 16, 2001 by the complainant and the order of the sessions court was stayed pursuant to
the High Courts order dated February 10, 2003. The matter is currently pending and the next date of
hearing shall be notified.
2.
A criminal complaint (criminal complaint no. 607/P of 1996) has been filed by the State of Maharshtra
pursuant to a first information report filed by Mr. Rajeev Suri before the 7th Additional Sessions Judge,
Bhoiwada, against Mr. Santosh Shinde and ZEEL for telecasting the song Rim Jhim Barse from the
film Manzil by ZEEL. The matter has been stayed by the High Court pursuant to its order dated
December 18, 2006.
Further, a criminal writ petition (criminal writ petition no. 1130 of 2006) by Mr. Santosh Shinde before
the High Court of Mumbai March 16, 2006 seeking to quash the first information report filed by Mr.
Rajeev Suri based on a terms of settlement executed between Mr. Rajeev Suri and ZEEL. The criminal
writ petition was admitted on December 18, 2006and further proceeding has been stayed in the lower
court. The matter will come up for hearing in due course.
3.
Mr. Mahadeo Ramrao Sabnis has filed a criminal complaint (criminal complaint no. 13/S of 2007)
against ZEEL and others before the Metropolitan Magistrate, Railway Mobile Court, Andheri, Mumbai
dated February 17, 2007. The complainant has alleged violation of the rules for telecasting the serial
SAREGAMA on Zee Marathi channel by the respondents. The matter is currently pending and the
next date of hearing is scheduled on July 1, 2008.
4.
The Registrar of Companies, Mumbai has filed a complaint (criminal complaint no. 731 of 2000)
against ZEEL and others before the Additional Chief Metropolitan, Magistrate, 19th Court, Esplanade
dated October 22, 1999. The complainant has alleged that certain share application money was
collected but not refunded by ZEEL in violation of section 113 of the Companies Act and has claimed
refund of the share application money. The matter is currently pending and the next date of hearing is
scheduled on May 29, 2008.
5.
The Registrar of Companies, Mumbai has filed a complaint (criminal complaint no. 732 of 2000)
against ZEEL and others before the Additional Chief Metropolitan, Magistrate, 19th Court, Esplanade
dated October 22, 1999. The complainant has alleged that ZEEL failed to refund the excess amounts
received with respect to certain shares in violation of section 73(2B) of the Companies Act and has
claimed refund of the share application money, The matter is currently pending and the next date of
hearing is scheduled on May 29, 2008.
Civil Suits
1.
Euro RSCG Advertising Private Limited has filed a civil suit (suit no. 833 of 2002) against ZEEL,
formerly known as Zee Telefilms Limited, Enkay Texofoods Industries Limited and Asia Today
Limited before the High Court of Mumbai dated February 18, 2002. ZEEL has been added as codefendant in the suit wherein the plaintiff has sought an order against Enkay Texofoods Industries
Limited to pay an amount of Rs. 23,45,460. The suit has been filed pursuant to suit number 3749 of
2002 filed by Asia Today Limited and ZEEL. The matter is currently pending and and shall come up
for hearing in due course.
250
2.
Mr. Munna Rizvi has filed a civil suit (suit no. 4027 of 2001) against ZEEL and others before the High
Court of Mumbai dated October 30, 2001. The plaintiff has alleged illegal utilization and exploitation
of his registered television serial titled Choti Maa and has claimed a sum of Rs. 5,00,000 as
compensation. The matter has been transferred to the list of long causes and will come up for hearing in
due course.
3.
HDFC had filed a suit (original application no. 15 0f 2005) against Padmalaya Telefilms before the
Debt Recovery Tribunal II, Mumbai dated January 5, 2005, ZEEL and Briggs Trading Private
Limited (Briggs) had granted inter-corporate deposits of Rs. 7,76,00,000 and Rs. 1,50,59,353
respectively to Padmalaya Telefilms which were refunded by Padmalaya to ZEEL and Briggs. ZEEL
and Briggs were added as necessary parties to the suit by the Debt Recovery Tribunal. The Debt
Recovery Tribunal added ZEEL and Briggs as necessary parties to the suit. The Debt Recovery
Tribunal dismissed the application filed by ZEEL and the other defendant claiming that there was no
privity of contract between the plaintiff and ZEEL and Briggs pursuant to its order dated May 17, 2007.
ZEEL and the other defendants filed an appeal before the Appellate Tribunal in May, 2007 against the
said order. The appeal was disposed off on July 13, 2008. The matter was listed on March 12, 2008
when the tribunal directed the plaintiff to furnish the details pursuant to its order dated July 13, 2007
failing which the application no. 15 of 2005 would be dismissed. The matter is currently pending and
the next date of hearing shall be intimated by the tribunal in due course.
4.
M/s High Definition has filed a civil suit (summary suit no. 815 of 2005) against ZEEL before the
High Court of Mumbai dated December 21, 2004. The plaintiff has alleged that ZEEL has failed to pay
the consideration for the delivery of 52 episodes of the television programme titled Mehfil-EMushiara by the plaintiff and has claimed recovery of Rs. 72,21,756 alongwith interest of 18% p.a.
The High Court has, pursuant to its conditional order dated February 20, 2006, directed ZEEL to
deposit a sum of Rs. 60,00,000 in the court. The matter is currently pending and the next date of
hearing shall be intimated by the High Court in due course.
5.
Neoteric Informatique Private Limited has filed a civil suit (summary suit no. 1033 of 2007) against
ZEEL before the High Court of Mumbai dated March 29, 2007. The plaintiff has claimed a
compensation of Rs. 1,58,07,219 alongwith an interest of 6% p.a. The matter is currently pending and
will come up in due course. ZEEL has deposited a sum of Rs. 1,25,00,000/- in the High Court as a
deposit in respect of the claim in the present pursuant to an order dated January 22, 2008 passed in the
company petition no. 727 of 2007 filed by the plaintiff against ZEEL.
6.
Mr. Pashupathinath Chaudhari has filed a civil suit (suit no. 7084 of 2000) against ZEEL and another
before the High Court of Mumbai dated December 6, 2000. The plaintiff has sought an order from the
court restraining ZEEL to enforce the plaintiff to act in contravention of certain consent terms dated
January 19, 1999 filed in the High Court of Mumbai pursuant to suit no. 4680 of 1995. The matter is
currently pending and the next date of hearing shall be intimated by the High Court in due course.
7.
Ultra Video Private Limited has filed a civil suit (suit no. 245 of 2002) against ZEEL and others before
the High Court of Mumbai dated December 14. 2001. The plaintiff has sought for an order restraining
ZEEL and the other defendants from infringing the copyright of the plaintiff in respect of the films
Jeeo or Jeena, Jwala, Khoon Ka Badla Khoon, Kundhan, Pran Jaye Par Vachan Na Jaye,
Ram Bharat Ka Milan, Sab Ka Ustad, Sangram, Sharat, Smuggler, Thakur Jernail Singh,
Aya Toofan, Bhai Bhai, Hatimtai, Hira Moti and Jaggu. The matter is currently pending and the
next date of hearing is scheduled on July 21, 2008.
8.
Mr. Mahindra N. Gandhi (karta of HUF) has filed a civil suit (suit no. 4070 of 2001) against ZEEL and
others before the High Court of Mumbai dated November 8, 2001. The plaintiff has sought ad-interim
reliefs against the ZEEL and the other defendants restraining them from claiming or infringing the
copyright of the plaintiff in the feature film Shatranj. The matter is currently pending and the next
date of hearing shall be intimated by the High Court in due course.
9.
PLA Exports Private Limited has filed a civil suit (suit no. 193 of 2001) against ZEEL and others
before the High Court of Mumbai dated January 4, 2001 seeking a permanent injunction against the
defendants from infringing the plaintiffs copyright of the film Saheeb. The plaintiff has also claimed
a compensation of Rs. 10,00,000 for alleged infringement of its copyright over the said film by the
defendants. The matter is currently pending and the next date of hearing is scheduled on June 13, 2008.
251
10.
Mr. Pratap Barot had filed a civil suit (suit no. 1309 of 2001) against ZEEL before the High Court of
Mumbai dated March 27, 2001 seeking to restrain ZEEL from telecasting the film Mahir in breach of
a deed of assignment executed between the plaintiff and ZEEL on January 8, 1998 assigning ZEEL the
telecasting rights of the said film for a period of seven years. Pursuant to its order dated April 23, 2001,
the High Court refused to allow an ad-interim injunction, subsequent to which the plaintiff preferred an
appeal (appeal no. 399 of 2001) before the division bench of the High Court in April, 2001. The High
Court pursuant to its order dated May 4, 2001 dismissed the appeal for an ad-interim injunction. The
matter is currently pending and the next date of hearing shall be intimated by the High Court in due
course.
11.
Mr. N. Chandra has filed a civil suit (suit no. 1117 of 2004) against Amruta Films Private Limited and
ZEEL before the High Court of Mumbai dated March 24, 2004. The plaintiff has claimed a sum of Rs.
25,00,000 from Amruta Films Private Limited as contemplated under an agreement with respect to a
film Kagaar. The plaintiff has also sought an order restraining ZEEL from telecasting the said film.
The matter is currently pending and the next date of hearing shall be intimated by the High Court in
due course.
12.
Mr. A. Krishnamurthy had filed a civil suit (suit no. 3898 of 2000) against International Distributors
and ZEEL before the High Court of Mumbai dated September 18, 2000. The plaintiff had claimed
exclusive copyrights over the films Ghar Ek Mandir, Swarg Se Sundar, Charno Ki Saugandh,
Meherbaan and Sindoor and a permanent injunction restraining the defendants from interfering with
the plaintiffs copyrights. The High Court passed an order dated October 7, 2003 rejecting the notice of
motion no. 1841 of 2001 filed by the plaintiff seeking an injunction for restraining ZEEL from
interfering with the plaintiffs copyright. The plaintiff filed an appeal no. 1077 of 2003 before division
bench of High Court against the said order. The appeal was dismissed by an order dated February 3,
2004. The plaintiff thereafter filed a special leave petition No. 19312 of 2004 before the Supreme Court
of India against the order of the division bench of the High Court. The Supreme Court dismissed the
special leave appeal pursuant to its order dated March 4, 2005. The matter is currently pending and the
next date of hearing shall be intimated by the High Court in due course.
13.
Mr. Suneel Darshan has filed a civil suit (suit no. 734 of 2007) against Mr. Suraj Prakash Girotra and
ZEEL before the City Civil Court, Mumbai dated February 20, 2007. The plaintiff has sought an
injunction against the defendants from telecasting the movie Mere Jeevan Saathi in India,
Bangladesh and Nepal on February 25, 2007 on Zee TV channel in breach of an agreement dated
December 29, 2004 executed between the plaintiff and Mr. Suraj Prakash. The matter is currently
14.
M/s Gold Entertainment Private Limited has filed a civil suit (suit no. 361 of 2007) against ZEEL and
others before the High Court of Mumbai dated December 29, 2006. The plaintiff has sought an
injunction restraining the defendants from making, manufacturing and selling DVDs of the films of
Kya Kehna, Kunwara and Albela. The matter is currently pending and the next date of hearing
shall be intimated by the High Court in due course.
15.
Navchitra Distributors Private Limited has filed a civil suit (suit no. 711 of 2008) against Raam Rak
Kalamnadir and ZEEL before the City Civil Court, Mumbai dated March 26, 2008. The plaintiff has
sought an injunction against the defendants from telecasting the movie Ganga Jamuna Saraswati on
March 29, 2008 on Zee Cinema. The matter is currently pending and the next date of hearing is
16.
Mr. Syed Inam Ur Rahaman had filed a civil suit (civil suit no.47 of 2002) against ZEEL and others
before City Civil Court, Hyderabad dated January 1, 2002 alleging wrongful termination of his services
and has claimed a compensation of Rs.20,00,000 alongwith interest. The City Civil Court, pursuant to
its order dated February 27, 2004 granted the plea of the plaintiff, subsequent to which ZEEL and the
other defendants preferred an appeal before the High Court of Andhra Pradesh. The High Court,
pursuant to its order dated August 2, 2004 directing ZEEL to deposit an amount of Rs. 5,00,000 in the
court. Aggrieved by this order, ZEEL filed an special leave appeal before the Supreme Court of India
(special leave petition no. 18571 of 2004). The Supreme Court, pursuant to its order dated September
20, 2004 directed Mr. Syed Inam Ur Rahaman to withdraw a sum of Rs. 2,50,000 from the said corpus
252
of Rs. 5,00,000 and further that the remaining amount be kept in a fixed deposit. The matter is currently
pending and the next date of hearing shall be intimated by the High Court in due course.
17.
Mr. D. Narasimha Rao has filed a civil suit (suit no. 69 of 2002) against ZEEL before Civil Judge,
Kamalapuram dated August 2, 2004, seeking an order restraining ZEEL from transferring his shares to
any other person. The matter is currently pending and the next date of hearing shall be intimated to us
by the court in due course.
18.
Mr. G Sukumer Reddy has filed a civil suit (suit no. 1248 of 1999) against ZEEL before Junior Civil
Judge, Rangareddy dated September 16, 1999 seeking an order restraining ZEEL from transferring his
shares to any other person. The matter is currently pending and the next date of hearing is scheduled on
June 20, 2008.
19.
M/s. Suresh Production and others have filed a civil suit (civil suit no. 392 of 2003) against ZEEL and
others before the City Civil Judge, Andhra Pradesh dated November 11, 2003. The plaintiffs contented
that the defendants broadcasting rights over 16 films had expired and had sought an injunction
restraining the defendants from broadcasting them. The court passed interim orders on November 14,
2003 (pursuant to interim application numbers 4082 of 2003 and 4096 of 2003) restraining the
defendants from broadcasting the films until the final disposal of the suit. The defendants filed an
appeal before the High Court of Andhra Pradesh in February, 2004 seeking to set aside the interim
injunctions on the ground that the plaintiffs had no right in the said films on the date of the suit as they
had already assigned their rights to other parties. Pursuant to its order dated April 13, 2004, the matter
was remanded to the City Civil Court for being heard afresh. It passed an order dated April 16, 2007
dismissing the interim applications. The matter is currently pending and the next date of hearing shall
be intimated by the court in due course.
20.
Meteor Films has filed a civil suit (suit no. 47 of 1999) against Tam Media Research Private Limited
and ZEEL before the Calcutta High Court on January 10, 1999 seeking an injunction against the
television rating points arrived at by Tam Media Research Private Limited with respect to the
programme Ghar Jamai telecast on Zee TV channel. The matter is currently pending and the next
21.
Mr. Vinod Baid has filed a civil suit (suit no. 212 of 213) against ZEEL and others before the Calcutta
High Court seeking to restrain ZEEL from telecasting the serial Indias Most Wanted wherein Mr.
Vinod Baid was to be depicted as a person wanted by the police. The matter is currently pending and
the next date of hearing shall be intimated by the High Court in due course.
22.
M/s Lux Hosiery Industries Limited and another have filed a writ petition in the year 2002 against the
Union of India and others, including ZEEL, challenging circulars dated July 9, 2001 and October 18,
2001 issued by the Central Board of Excise which had mandated the levy of service tax by advertisers
notwithstanding the payment of advertisement and service tax by them to the advertisement agencies.
The matter is currently pending and the next date of hearing shall be intimated by the High Court in
due course.
23.
Ms. Rekha Wadhwa has filed a civil suit (suit no. 1255 of 2000) against ZEEL before the City Civil
Court, Kolkata July, 2000 seeking a declaration for ownership and restraining ZEEL from transferring
and issuing duplicate shares to any other third party. The matter is currently pending and the next date
of hearing shall be intimated by the court in due course.
24.
Mr. Ramnath Poddar has filed a civil suit (suit no. 309 of 1996) against ZEEL and others before the
City Civil Court seeking ZEEL to issue duplicate share certificates to him as he had lost the original
share certificates. The matter is currently pending and the next date of hearing shall be intimated by the
court in due course.
25.
M/s Channel 8 has filed a civil suit (suit no. 782 of 2001) against ZEEL before the District Court,
Calcutta dated seeking a permanent injunction restraining ZEEL from telecasting a specified Bengali
film. The matter is currently pending and the next date of hearing shall be intimated by the court in due
course.
Mr. Dilip Kankaria has filed a civil suit (suit no. 782 of 2001) against ZEEL before the Calcutta High
Court seeking an injunction restraining ZEEL from telecasting the films Desh Prem and Itihas. The
26.
253
course.
27.
M/s Hachette Filipacchi has filed a civil suit (suit no. 104 of 1999) against Badgamia Films Private
Limited and others, including ZEEL, before the Calcutta High Court dated March 4, 1999 seeking an
injunction restraining the respondents from telecasting certain specified programmes. The High Court,
pursuant to its interim order dated June 18, 1999 directed the respondents not to use the word Premier
while telecasting the specified programmes. The matter is currently pending and the next date of
hearing shall be intimated by the High Court in due course.
28.
M/s Mittal Investment has filed an a petition (appeal no. 202 of 2007) against ZEEL before the High
Court of Gujarat dated August 9, 2007. The petition is an appeal against the order of the Company Law
Board dated June 20, 2007 wherein the petitioners claim for 1,000 shares of ZEEL was rejected. The
course.
29.
Major General M.S. Ahluwalia has filed a suit (suit no. 622 of 2002) against Tehelka.Com and others,
including ZEEL, before the Delhi High Court on March 7, 2002. The plaintiff has alleged that the
defendents had defamed him and the Indian army by telecasting certain programmes. He has claimed a
compensation of Rs. 2,00,00,000. The matter is currently pending and the next date of hearing shall be
intimated by the High Court in due course.
30.
Mr. Rajkumar Gupta has filed a suit (suit no. 813 of 2002) against Buffalo Networks Private Limited
and others, including ZEEL, before the Delhi High Court on March 11, 2002. The plaintiff has alleged
that he was defamed by the defendants who had telecast a programme which had concocted certain
facts pertaining to him. He has sought a permanent mandatory injunction restraining the defendants
from telecasting the said programme and has also claimed a compensation of Rs. 50,00,000. The matter
is currently pending and the next date of hearing is scheduled on September 29, 2008.
31.
Inspector Anil Kumar has filed a suit (suit no. 887 of 1998) against I. Sky B and others, including
ZEEL, before the Delhi High Court on May 1, 1998. The plaintiff has alleged that the defendants had
defamed him in the programme titled Indias Most Wanted. He has claimed a mandatory injunction
restraining the defendants from telecasting the said programme and has also claimed a compensation of
Rs. 10,00,000. The matter has been transferred to the Tis Hazari Court, New Delhi on grounds of
pecuniary jurisdiction. The matter is currently pending and the next date of hearing shall be intimated
by the court in due course.
32.
Mr. Satyavir Singh has filed a suit (suit no. 262 of 2001) against ZEEL before Delhi High Court on
February 6, 2001. The plaintiff has alleged that the defendant had defamed him in the programme titled
Indias Most Wanted. He has sought an injunction restraining the defendant from telecasting the
programme and has also claimed a compensation of Rs. 15,00,000. The matter has been transferred to
the Tis Hazari Court, New Delhi on grounds of pecuniary jurisdication. The matter is currently pending
and the next date of hearing shall be intimated by the court in due course.
33.
Mr. Ashok Kumar Rana has filed a suit (suit no. 539 of 2001) against ZEEL before the Delhi High
Court on March 15, 2001. The matter has been now transferred to the Tis Hazari District Court, Delhi.
The plaintiff has alleged that the defendant had defamed him in a programme titled Indias Most
Wanted. He has sought an injunction retraining ZEEL from telecasting the programme and has
claimed a compensation of Rs. 10,00,000. The matter has been transferred to the Tis Hazari Court,
New Delhi on grounds of pecuniary jurisdiction. The matter is currently pending and the next date of
hearing shall be intimated by the court in due course.
34.
M/s Raga Production has filed a suit (suit no. 995 of 1998) against Mr. Shohaib Ilyasi and others,
including ZEEL before the Delhi High Court on May 18, 1998. The matter has been now transferred to
the Tis Hazari District Court, Delhi. The plaintiff has alleged that Mr. Shohaib Ilyasi had stolen certain
scripts prior to resigning from the plaintiffs organization and has sought an injunction restraining the
defendants from using the stolen scripts and materials to telecast similar programmes. The matter has
been dismissed but a restoration application is pending to be decided. The matter is currently pending
and the next date of hearing shall be intimated by the court in due course.
254
35.
M/s TIYL Production California Limited has suit (suit no. 1853 of 2002) against ZEEL and others
before Delhi High Court on November 6, 2002. The plaintiff has claimed that the television programme
Jeena Isika Naam Hai telecast by the defendants have been adopted from the programme This Is
Your Life produced by the plaintiff without having any authorization for the same. The plaintiff has
claimed a compensation of Rs. 20,00,000, has sought a rendition of accounts and an injunction
restraining the defendants from telecasting the said programme. The matter is currently pending and the
next date of hearing shall be intimated by the High Court in due course.
36.
Mr. D.K. Thakkur has filed a writ petition (civil writ petition no. 207 of 2004) against Union of India
and others, including ZEEL, before the Supreme Court of India on April 20, 2004. The petitioner has
sought an injunction restraining the defendants from telecasting the election exit polls. The matter is
currently pending and the next date of hearing is scheduled on July 25, 2008.
37.
Mr. Madhu Mukul Tripathi has filed a writ petition (civil writ petition no. 1194 of 2006) against Union
of India and others, including ZEEL, before the Delhi High Court on January 9, 2006. The petitioner
has sought for a direction against the defendants to transmit and re-transmit films, advertisement,
features, serials, audio or video live performances except those which are on the line of U certified
films telecast on the television through VCRs and VCDs. The matter is currently pending and the next
38.
Mr. Jyothischandran has filed a complaint (original petition no. 44 of 2005) against ZEEL and others
before the National Consumer Disputes Redressal Commission on March 2, 2005. He has sought an
injunction restraining ZEEL and the other respondents from telecasting the programme Mahalotto and
other such promotional schemes. The matter is currently pending. A notice has been issued to the
complainant for appearing in the matter before the said forum.
39.
M/s Standard Chartered Bank has filed a petition (application no. 114 of 2004) against M/s Jain Studio
Limited, M/s Churu Trading Private Limited and others, including ZEEL before the Debt Recovery
Tribunal, New Delhi seeking to recover a sum of Rs. 4,07,54,150 alongwith suitable interest for the
failure of the defendants to repay the debt availed by them from the complainant. The matter is
currently pending and the next date of hearing shall be intimated by the tribunal in due course.
40.
M/s Gauttam and Co., has filed a suit (suit no. 734 of 2008) against ZEEL before the 15th Assistant
Judge, City Civil Court, Chennai claiming its rights over 100 equity shares of ZEEL. The matter is
currently pending and the next date of hearing shall be intimated by the court in due course.
41.
M/s Shakti Films has filed a suit (suit no. 30 of 2001) against ZEEL and others before the Civil Judge,
Senior Division, Gandhinagar dated April 18, 2001. The plaintiff has alleged that it has exclusive rights
to the Gujarati film titled Aankh Na Ratan aired by the defendant in Alpha Gujarati Channel in June,
2001. The plaintiff has claimed a compensation of Rs. 1,00,000 as compensation from the defendant.
The matter is currently pending and the next date of hearing shall be intimated by the court in due
course.
42.
M/s Essel Vision has filed an appeal (appeal no. 147 of 2007) against Mr. Irshad Shahni and others,
including ZEEL, before the High Court of Delhi on March 20, 2007 against the order dated September
14, 2006 passed by the Additional District and Session Judge, Fast Track Court, Tis Hazari Court,
Delhi, wherein Mr. Irshad Shahni had claimed that there is no privity of contract between the parties
regarding screening of the movie Agni Sakshi at Odeon Cinema and that M/s Essel Vision did not
have the rights to screen the said film. The High Court has issued notices to the parties in the litigation
and the next date of hearing is scheduled on May 27, 2008.
43.
Mr. Basant K. Jaiswal has filed a suit (suit no. 1192 of 2006) against M/s J K Creations and others,
including ZEEL, on May 9, 2006 in the Tis Hazari Court seeking a mandatory injunction against the
defendants restraining them from telecasting the film Meri Bibi Ka Jawab Nahin. The matter is
currently pending and the next date of hearing is scheduled on May 27, 2008.
44.
M/s Twentieth Century Fox Film Corporation has filed a suit (application no. 1381 of 2002 in civil suit
no. 208 of 2004) against ZEEL and another before the Delhi High Court on March 4, 2004 for
protection of its trademarks and for restraining the defendants from using the mark FX Channel. The
255
course.
45.
Indian Performing Rights Society Limited and Phonographic Performance Limited has filed a suit (suit
no. 1216 of 2007) ZEEL and others before Delhi High Court on July 7, 2007 seeking a mandatory
injunction restraining the defendants from playing certain songs on the channels in different format
without obtaining licences from Indian Performing Rights Society Limited. The matter involves an
amount of Rs. 15,34,15,000. The next date of hearing shall be intimated by the High Court in due
course.
Consumer Cases
1.
Mr. Manohar S. Patwardhan has filed a complaint petition (compliant petition no. 236 of 2006) against
ZEEL and others before the District Consumer Disputes Redressal Forum, Tardeo (Forum) alleging
that ZEEL had incorrectly telecast an advertisement titled Amavasya instead of Aavamansha on Zee
Marathi channel. The complainant has claimed a compensation of Rs. 14,50,000 for deficiency in
service by ZEEL. The matter is currently pending and the next date of hearing shall be intimated by the
2.
Mr. Raj Kumar has filed a complaint petition (complaint petition no. 63 of 2008) against ZEEL and
another before the District Consumer Disputes Redressal Forum, Panchkula (Forum) dated March
10, 2008 alleging that the defendants did not grant him the prizes that he had won on two occasions
pursuant to certain contests hosted by them. He has claimed a sum of Rs. 63,500 alongwith an interest
of 24% p.a. as the amount of the prize monies won by him, Rs. 1,00,000 towards compensation for
mental harassment and Rs. 11,000 towards the cost for the litigation. The matter is currently pending
and the next date of hearing shall be intimated by the Forum in due course.
B.
Criminal proceedings
1.
A criminal case (no. 252 of 2004) has been filed against ETC Networks Limited before the Chief
Judicial Magistrate, Saraikela alleging criminal breach of trust and cheating under sections 406 and 420
of the Indian Penal Code, 1860. The matter is currently pending and the next date of hearing shall be
intimated by the court in due course.
2.
U.V Educational Society has filed a criminal case against ETC Networks Limited before the Chief
Judicial Magistrate, Kanpur (case no. 14668 of 2006) alleging criminal breach of trust, cheating and
criminal conspiracy under sections 406, 420 and 120B of the Indian Penal Code, 1860. The company
filed a petition before the High Court of Allahabad under section 482 of the Code of Criminal
Procedure seeking a stay on the proceedings pursuant to which the High Court has stayed the
proceedings. The matter is currently pending and the next date of hearing shall be intimated by the
court in due course.
3.
M/s Axis Computers & Education Center has filed a criminal revision petition (the Petitioner)
before the Additional District and Sessions Judge, Patiala House Courts, seeking a stay on the
proceedings initiated by ETC Networks Limited against it for dishonouring its cheque under section
138 of the Negotiable Instruments Act, 1881 before the trial court. The Additional District and Sessions
Judge dismissed the petition and has asked the Petitioner to file a fresh application. The matter is
4.
The Brihanmumbai Municipal Corporation has filed a complaint against ETC Networks Limited before
the Metropolitan Magistrate, Vile Parle, on March 12, 2008, alleging that the Company does not hold a
valid factory permit. A summons was received by ETC Networks Limited under section 390 of the
Mumbai Municipal Corporation Act, 1888 on March 7, 2008. The matter is currently pending and the
next date of hearing shall be intimated by the court in due course
Civil Suits
256
1.
M/s Shilpa Advertisers has filed a civil suit (Suit no. 663 of 2004) against ETC Networks Limited
before the Civil Judge, Mysore in October, 2004, for recovery of a sum of Rs. 1,34,477. The matter is
currently pending and the next date of hearing shall be intimated by the court in due course
2.
Ms. Manjri Heda has filed a civil suit (Suit no. 5 of 2005) against ETC Networks Limited before the
Civil Judge, Nashik in February, 2005 for recovery of a sum of Rs. 3,31,743. ETC Networks Limited
has filed a written statement and an affidavit disputing the claim. The matter is currently pending and
the next date of hearing shall be intimated by the court in due course
3.
Mr. Rajneesh Kanwar has filed a civil suit (Suit no. 233 of 2003) against ETC Networks Limited
before the Lower Corut, Hamirpur in May, 2003 claiming a refund of franchisee fees of Rs. 50,000.
The matter is currently pending and the next date of hearing shall be intimated by the court in due
course
4.
Ms. Saraswati Maheshwari has filed a civil suit against ETC Networks Limited before the Civil Judge,
Gwalior in April, 2007 claiming royalty dues pursuant to termination of her services from Kidzee
Saraswati Maheshwari Center at Gwalior. The matter is currently pending and the next date of hearing
shall be intimated by the court in due course.
5.
M/s Icon Innovative Training Center Limited (the Plaintiff) has filed a civil suit (Suit no. 642 of
2001) against ETC Networks Private Limited before the High Court of Madras seeking permanent
injunction restraining ETC Networks Limited from interfering with the running of the Petitioners
computer training center. The Plaintiff has also sought recovery of a sum of Rs. 11,00,000 alongwith
interest against ETC Networks Limited. The matter is currently pending and the next date of hearing
shall be intimated by the High Court in due course
Consumer Cases
1.
Ms. Saroj Bala has filed a complaint petition (consumer case no. 1093 of 2002) against ETC Networks
Limited before the State Consumer Disputes Redressal Forum in June, 2001 alleging ineligibility and
deficiency of doctors in the post graduate diploma in computer application of Kurukshetra University
programme admitted by Zed Computer Academy Hissar. The complaint was initially heard by the
District Consumer Redressal Forum which had, pursuant to its order ordered Zed Computer Academy,
an academy promoted by ETC Networks Limited, and Kurukshetra University to pay an amount of Rs.
60,000 to the complainant. The complaint has thereafter approached the State Consumer Redressal
Forum wherein Zed Computer Academy and Kurukshetra University have been added as pro-forma
defendants. The matter is currently pending and the next date of hearing shall be intimated by the
2.
Mr. S. D. Sharma has filed a complaint petition (complaint no. DCDRF/KGR/136 O.C.C. No. 80/07)
against ETC Networks Limited before the District Consumer Disputes Redressal Forum in April, 2007
claiming a refund of franchisee fee of Rs. 2,25,000 and a compensation of Rs. 50,000 for not starting
the Zed Computer Academy at Fatehpur, district Dharamshala. The matter is currently pending and the
next date of hearing shall be intimated by the forum in due course.
3.
Mr. Romesh Dave has filed an appeal before the State Consumer Redressal Forum, Bhopal (Appeal no.
807 of 2006) in May, 2006 against the order passed by the District Consumer Redressal Forum against
him and in favour of the company regarding an alleged deficiency of service by the company. The
matter is currently pending and the next date of hearing shall be intimated by the forum in due course.
4.
Ms. Riti Srivastava has filed a consumer complaint (consumer complaint no. 802 of 2007) before the
District Consumer Disputes Redressal Forum, Lucknow against ETC Networks Limited, formerly, Zee
Interactive Learning Systems Limited, claiming a refund of fees of Rs 7,750, a compensation of Rs.
20,000 as damages and Rs. 3,500 towards costs of the suit. The matter is currently pending and the next
date of hearing shall be intimated by the forum in due course.
5.
Mr. Sanwat Lal has filed a consumer complaint (consumer complaint no. 118 of 2008) before the
District Consumer Disputes Redressal Forum, Jaipur against ETC Networks Limited, formerly Zee
Interactive Learning Systems Limited, claiming a sum of Rs. 2,35,000 towards compensation and cost
257
for the complaint. The matter is currently pending and the next date of hearing shall be intimated by the
C.

Nil
D.
Zee News Limited
1.
Mr. Mukti Nath Jha has filed a criminal complaint (complaint case no. 1100 of 2005) against Mr.
Manabendra Nath Roy and others, including Zee News Limited, before the Chief Judicial Magistrate,
Howrah. The complainant has alleged defamation in a programme titled Oder Bolte Dao telecast in
Zee Bangla channel and has also claimed a compensation of Rs. 40,00,000. The matter is currently
pending and the next date of hearing shall be intimated by the court in due course.
2.
Mr. Agasti Kanitkar has filed a criminal complaint (criminal complaint no. 960 of 2006) against the
chairman and managing director, Zee Marathi, the news editor, Zee Marathi and Mr. Arun Mhetre
before the Junior Magistrate First Class, Pune alleging defamation in a news item telecast on Zee
Marathi channel on February 15, 2006. The matter is currently pending and the next date of hearing
The respondents have filed a criminal writ petition (criminal writ petition no. 2465 of 2007) before the
High Court of Mumbai dated November 15, 2006 seeking to quash the process issued against them by
the Junior Magistrate First Class, Pune in the above mentioned criminal complaint on May 9, 2006.
The court pursuant to its order dated January 14, 2008 has stayed the proceeding at lower court. The
matter is currently pending and the next date of hearing shall be intimated by the court in due course.
3.
Mr. Deepak Nikhalje has filed a criminal complaint (criminal complaint no. 3701879/SS of 2007)
against Zee News Limited and others before the 37th Sessions Court, Esplanade, Mumbai dated June
26, 2007 alleging defamation in a news item telecast on Zee News channel on May 28, 2007. The court
has issued summons on the respondents pursuant to its order dated June 26, 2007. The matter is
Zee News Limited and the other respondents have filed two criminal revision applications (criminal
revision application nos. 963 of 2007 and 945 of 2007) against Mr. Deepak Nikhalje before the 58th
Sessions Court, Esplanade, Mumbai in August, 2007 seeking to quash the order passed by the 37th
Sessions Court on June 26, 2007. The matters are currently pending and the next date of hearing for
both the matters is scheduled on June 11, 2008.
Civil suits
1.
M/s Leisure Sports Management Private Limited has filed a civil suit (suit no. 48 of 2001) against Zee
News Limited and another before the District Court, Calcutta dated September 20, 2000. The plaintiff
has claimed that the television serial titled Thana Theke Bolchi telecast by the defendants was the
concept of the plaintiff and that the respondents have infringed upon its copyright. The District Court
passed an ad-interim order dated April 9, 2001 restraining the defendants from telecasting the said
serial till the disposal of the suit. The defendants filed an application for rejection of the plaintiffs
plaint which was rejected by the District Court pursuant to its order dated February 28, 2002. The
2.
Ms. Niki Francis DSouza has filed a civil suit (suit no. 51 of 2007) against Zee News Limited and
others before the High Court of Mumbai dated January 12, 2007. The plaintiff has alleged defamation
in an episode titled Shatir Sundari telecast on Zee News channel on April 21, 2005 and has claimed a
compensation of Rs. 3,00,00,000. The matter is currently pending and the next date of hearing shall be
intimated by the High Court in due course.
3.
Mr. Prashant K. Mehta has filed a civil suit (suit no. 582 of 2008) against Zee News Limited and others
before the High Court of Mumbai dated February 11, 2008 alleging defamation by the defendants in a
258
programme The Inside Story telecast and retelecast by the defendants on November 28, 2007 and
November 29, 2007. He has claimed a compensation of Rs. 50,00,00,000. The matter is currently
Arbitration matters
1.
Mr. Jayprakash K. Pamnani has filed an appeal before the High Court of Mumbai (show cause notice
no. 1631 of 2006) against Mr. Arjundas T. Kashyap and others, including Zee News Limiyed, against
the order passed dated December 14, 2006 in appeal no. 723 of 2004, which was, in turn, an appeal
preferred against the order passed by a single judge bench in arbitration petition no. 57 of 2004. The
court receiver appointed by the High Court has issued show cause notice to various news channels
including Zee News channel for telecasting a news item pertaining to a boy sealed inside a house. The
course.
2.
Mr. Rathin Majumdar has filed an arbitration petition (arbitration petition no. 174 of 2003) against Zee
News Limited before the Calcutta High Court dated July 3, 2003. The matter pertained to an agreement
executed between Mr. Rathin Majumdar and ZEEL for telecasting a serial titled Nayantara spanned
upto 300 episodes. The petitioner alleged that the said serial exceeded by 34 episodes and has claimed a
compensation of Rs. 17,50,000. The arbitrator has, pursuant to his award directed the respondents to
pay the aforesaid amount of compensation. An appeal was filed before the High Court to set aside the
award. The matter is currently pending and the next date of hearing shall be intimated by the High
Court in due course.
E.
Nearly all of the litigations pending against the company are in the name of Siti Cable Network Limited, as all
these cases have been transferred from Siti Cable Network Limited to the company pursuant to the provisions of
the scheme of arrangement.
Criminal Complaints:
1.
A criminal complaint was filed against Siti Cable Network Limited (criminal complaint no. 121 of
1996) for violation of copyright of the film Bhago Bhoot Aya on May 14, 1996 before the Additional
Chief Metropolitan Magistrate, Esplanade, Mumbai, and warrants have been issued against certain
employees of Siti Cable Network Limited. The matter is currently pending for trial.
Foreign Exchange
1.
Siti Cable Network Limited has filed an appeal (appeal no. 648 of 2003) before the Appellate Tribunal
for Foreign Exchange, New Delhi, dated December 10, 2003, challenging the arbitration adjudication
order (Order no. adj/11/B/AAO/BT/03) dated October 31, 2003, issued by the Additional
Commissioner (Adjudication Authority), Enforcement Directorate, Mumbai, by which penalty of Rs.
125 lakhs was imposed on Siti Cable Network Limited for alleged violation of Section 8 (3) and 8 (4)
of Foreign Exchange Regulation Act, 1973 on account of failure in submission of exchange control
copy of bill of exchanges as evidence of import of goods. Siti Cable Network Limited has prayed for
setting aside of the adjudication order dated October 31, 2003 on the ground that mere non-submission
of bill of exchange could not be a ground for penalty and the company has submitted the bill of lading
as a proof of import of goods. The Appellate Tribunal for Foreign Exchange, New Delhi, has issued an
interim order dated April 29, 2004, by which it has waived Rs. 110 lakhs of the penalty amount and has
issued instruction to Siti Cable Network Limited for deposit of Rs. 15 lakhs. The next date of hearing is
still to be notified wherein the Appellate Tribunal for Foreign Exchange would hear final arguments
from both sides.
Copyright Cases
1.
Columbia Pictures Industries and others have filed a suit (Suit no. 1421 of 1999) dated July 7, 1999,
against Siti Cable Network Limited, before the Delhi High Court praying for permanent injunction
restraining Siti Cable Network Limited from telecast of certain foreign films and rendition of accounts
259
for alleged infringement of copyright of certain foreign films on which the plaintiff owns copyright.
The suit is currently pending. The next date of hearing is scheduled to be on September 15, 2008.
2.
Super Cassettes Industries Limited has filed a suit (Suit no. 372 of 2003) dated January 8, 2003 against
Siti Cable Network Limited, before the Delhi High Court praying for permanent injunction restraining
Siti Cable Network Limited from the telecast of the film `Aap Ko Pehle Bhi Kahin Dekha Hain on the
ground that Siti Cable Network Limited is likely to infringe their copyright on the film by telecasting
the film. The matter is currently pending and the next date of hearing shall be intimated by the High
Court in due course.
3.
Super Cassettes Industries Limited has filed a suit (Suit no. 440 of 2005) dated April 5, 2005 against
Siti Cable Network Limited from the telecast of the film `Lucky No Time For Love on the ground that
Siti Cable Network Limited is likely to infringe their copyright on the film by telecasting the film. The
course.
4.
I Dream Productions Private Limited has filed a suit (Suit no. 1812 of 2003) dated September 30, 2003,
against Siti Cable Network Limited, before the Delhi High Court praying for permanent injunction
restraining Siti Cable Network Limited from the telecast of the film `16 December on the ground that
course.
5.
I Dream Productions Private Limited has filed a suit (Suit no. 600 of 2005) dated May 5, 2005 against
Siti Cable Network Limited from the telecast of the film Naina on the ground that Siti Cable Network
Limited is likely to infringe their copyright on the film by telecasting the film. The suit is currently
pending and the next date of hearing is scheduled in July 7, 2008.
6.
Gemini Television Private Limited has filed a suit (Suit no. 280 of 1999) dated December 10, 1999,
against Siti Cable Network Limited, before the District Court, Hyderabad praying for permanent
injunction restraining Siti Cable Network Limited from the telecast of a Telugu film on the ground that
suit has been transferred to fast track court which shall issue fresh notices to the parties for appearance.
7.
Ushodaya Enterprises Limited has filed a suit (Suit no. 667 of 1999) dated August 10, 1999, against
Siti Cable Network Limited, before the City Civil Court, Hyderabad praying for permanent injunction
restraining Siti Cable Network Limited from the telecast of a Telugu film on the ground that Siti Cable
Network Limited is likely to infringe their copyright on the film by telecasting the film. The suit is
pending for filing of original documents and fresh notices shall be issued by the court.
8.
Cable Video India Limited has filed a suit (Suit No 1082 of 2000) dated March 14, 2000 against Siti
Cable Network Limited, before the Bombay High Court praying for permanent injunction restraining
Siti Cable Network Limited from the telecast of the film `Ghazab on the ground that Siti Cable
Network Limited is likely to infringe their copyright on the film by telecasting the film. The matter is
9.
Siti Cable Network Limited from the telecast of the film `Aulad Ke Dushman on the ground that Siti
Cable Network Limited is likely to infringe their copyright on the film by telecasting the film. The
course.
10.
Siti Cable Network Limited from the telecast of the film `Chor Ho To Aisa on the ground that Siti
Cable Network Limited is likely to infringe their copyright on the film by telecasting the film. The
260
11.
Cable Video India Limited has filed a suit (Suit No.1125 of 2000) dated March 16, 2000 against Siti
Siti Cable Network Limited from the telecast of the film Fakira on the ground that Siti Cable
12.
Kaleidoscope Entertainment has filed a suit (Suit no. 1111 of 2005) dated August 10, 2005 against Siti
Cable Network Limited, before the Delhi High Court praying for permanent injunction restraining Siti
Cable Network Limited from the telecast of the film Mangal Pandey on the ground that Siti Cable
Arbitration Proceedings
1.
Franchnet Cable Services Limited has filed a statement of claim dated October 14, 1999, for arbitration
proceeding against Siti Cable Network Limited before the Arbitration Tribunal, Mumbai claiming an
amount of Rs. 612 lakhs as compensation for alleged breach of the terms of the agreement dated
September 8, 1995 entered between the parties. Siti Cable Network Limited has filed a counter claim
fro Rs. 177.2 lakhs. The arbitration proceeding is currently pending and the next date of arbitration
proceeding is scheduled on June 9, 2008.
2.
Deba Associates Private Limited has invoked arbitration clause of the Services and Civil Works
Agreement dated July 17, 2000 between Zee Interactive Multimedia Limited (later merged with Siti
Cable Networks Limited) for recovery of outstanding dues amounting to Rs. 16 lakhs by its notice
dated July 18, 2004. The arbitrator has passed an ex-parte award dated April 29, 2006 for payment of
Rs. 16 lakhs by Siti Cable Networks Limited. Siti Cable Networks Limited filed an application dated
July 26, 2006 before the District Court, Delhi to set aside the award of the arbitrator. The District Court
passed an order dated which has been challenged pursuant to a writ petition before the Delhi High
Court. The matter is currently pending and the next date of hearing shall be intimated by the High
Court in due course
Labour Proceedings
1.
Maharastra Kamgar Sangh has filed a complaint (DYCL/CG-T/D-28) dated July 9, 2002 against Siti
Cable Network Limited, before the Assistant Labour Commissioner, Mumbai for re-instatement of
certain workmen, the Assistant Labour Commissioner had referred the dispute to District (Labour)
Court, Mumbai by its order dated January 4, 2007. The matter is currently pending for the filing of a
reply by the respondents.
2.
Syed Inam Ur Rahaman had filed a suit (Suit no. 47 of 2002) dated January 1, 2002, against Siti Cable
Network Limited and others before the City Civil Court, Hyderabad for declaration that the termination
of his services by Zee Entertainment Enterprises Limited is wrongful and has claimed damages for an
amount Rs. 20 lakhs with interest. The plaintiff was earlier an employee of Siti Cable Network Limited
and was then transferred to Zee Entertainment Enterprises Limited. The City Civil Court by judgment
dated February 27, 2004 had directed both Zee Entertainment Enterprises Limited and Siti Cable
Network Limited to pay to the plaintiff amount of Rs. 20 lakhs with interest. Zee Entertainment
Enterprises Limited has filed an appeal (Appeal no.177 of 2004) in June 2004 before the Andhra
Pradesh High Court challenging the order of the City Civil Court, Hyderabad and Siti Cable Network
Limited has been made a performa party. The matter is currently pending and the next date of hearing
3.
Anjali Zalapuri has filed a complaint (735 of 2006) dated November 23, 2005 against Siti Cable
Network Limited before the Divisional Consumer Forum, Jammu under section 10 of the Jammu &
Kashmir Consumer Protection Act, 1987 claiming recovery of her provident fund dues amounting to
Rs.18,520 for the period between 1995 and 2000, the complainant has also demanded a sum of
Rs.10,000 as compensation. The matter is currently pending and the next date of hearing shall be
intimated by the said forum in due course.
Civil Disputes
261
1.
Madhu Mukul Tripathi has filed a public interest litigation (writ petition (civil) no. 1194-95/2006)
dated January 9, 2006, where Siti Cable Network Limited has also been included as a party, before the
Delhi High Court. The petitioner has claimed that television channels are telecasting obscene and
vulgar shows on television which is corrupting the minds of the children of India and is against their
right to life of the children and provisions of the Cable Television Networks (Regulation) Act, 1995.
The petitioner has prayed before the court to issue orders prohibiting transmission and re-transmission
of all shows other than those certified for unrestricted exhibition on the lines of U certified films. The
petition is currently pending for the company to file a report indicating the compliance of directions of
the MIB.
2.
Super Vision Cable Network has filed a petition against Wire and Wireless (India) Limited before the
Telecom Disputes Settlement and Appellate Tribunal, New Delhi seeking a stay on an impugned notice
dated November 22, 2007 issued by Wire and Wireless (India) Limited on the ground of non-payment
of subscription charges. Wire and Wireless (India) Limited has filed its reply denying the allegations of
the petitioner. The matter is currently pending and the next date of hearing shall be intimated by the
tribunal in due course.
3.
Bedi Cable Network has filed a suit for injunction against Wire and Wireless (India) Limited before the
District Court at Amritstar seeking to restrain Wire and Wireless (India) Limited from de-activating the
channel signals. Wire and Wireless (India) Limited has filed an application for dismissal of suit on the
ground that the District Court does not have jurisdiction under the Telecom Regulatory Authority of
India Act, 1997. The District Court has reserved its order and the next date of hearing shall be
4.
The Municipal Council of Hissar has filed a suit for permanent injunction against Wire and Wireless
(India) Limited before District Court at Hissar seeking to restrain the company from broadcasting
channel signals of various broadcasters without payment of charges as per Haryana Municipal (Laying
of communication, Cables and Erection of Dish Antenna) Bye-Laws 2007 framed pursuant to a
notification dated October 31, 2007 issued by the Government of Haryana. Wire and Wireless (India)
Limited has received a notice from the court for filing its reply. The matter is currently pending and the
next date of hearing shall be intimated by the court in due course.
Tax Proceedings
1.
Siti Cable Network Limited had received notice dated October 3, 2000, from the office of Municipal
Commissioner of Vizianagaram requiring the company to furnish information on the number of
advertisements being displayed through electronic media to enable assessment of the advertisement tax
payable by the company under Government Order no: GOM no. 266, dated May 5, 2000. Siti Cable
Network Limited has filed a writ petition (WP no. 25331 of 2000) dated December 19, 2000, 2000
before the Andhra Pradesh High Court, for quashing of government order, GOM no. 266 dated May 5,
2000 on the ground of lack of legislative competence and declaration that the company is not liable to
pay any advertisement tax on advertisements telecasted through its channels. The matter is currently
2.
Siti Cable Network Limited had received notice dated March 23, 2003 from the office of Municipal
Commissioner, Tirupati, requiring the company to furnish information on the number of
advertisements being displayed through electronic media to enable assessment of the advertisement tax
payable by the company under Government Order no: GOM no. 266MA, dated May 5, 2000. Siti
Cable Network Limited has filed a writ petition (WP no. 10214 of 2003) dated April 2, 2003 before the
Andhra Pradesh High Court, for quashing of government order, GOM no. 266MA dated May 5, 2000
on the ground of lack of legislative competence and declaration that the company is not liable to pay
any advertisement tax on advertisements telecasted through its channels. The Andhra Pradesh High
Court had stayed the show cause notice March 23, 2003 by its order dated April 13, 2003. The matter is
3.
Siti Cable Network Limited has received a demand order (Order no. OE SCN 41/109/02-03) dated
March 10, 2003, issued from the Additional Commissioner, Income Tax, Circle (11) (1), Mumbai, to
pay Rs. 2,116 lakhs towards income tax for the assessment year 1997-98. Siti Cable Network Limited
had filed an appeal (Appeal no. CIT (A) XI/ACIT-11 (1) IT- 51/2003-04) against the said assessment
order before the Commissioner of Income Tax (Appeals), Mumbai wherein the entire demand of
262
Rs.2,116 lakhs stood extinguished. The Additional Commissioner, Income Tax, have further filed an
appeal (appeal no. ITA 6178/5703) dated September 15, 2003, before the Income Tax Appellate
Tribunal, Mumbai against the said order which is currently pending.
4.
Siti Cable Network Limited has received a demand order (Order no. SCN- OE II 116/P-60/2000-2001)
dated March 20, 2001, issued by the Additional Commissioner, Income Tax, Circle (11) (1), Mumbai,
to pay Rs. 2,961 lakhs towards income tax for the assessment year 1998-99. Siti Cable Network
Limited had filed an appeal (CIT (A) XI/JCIT-47/IT-81/2001-02) against the said assessment order
before the Commissioner of Income Tax (Appeals), Mumbai. The appeal was partly allowed but Siti
Cable Network Limited had filed a further appeal against the order of Commissioner of Income Tax
(Appeals), Mumbai before the Income Tax Appellate Tribunal, Mumbai (ITA No. 1368/Mum/1997)
which was again partly allowed by order dated February 5, 2002. The Additional Commissioner,
Income Tax, has further filed an appeal (Income Tax Appeal (Lodg) no. 320 of 2004) against the orders
of the Income Tax Appellate Tribunal, Mumbai before the Bombay High Court in June, 2004 which is
currently pending.
5.
Siti Cable Network Limited has received a demand order (OE SCN 42/109/2002-03) dated March 24,
2003, issued by the Additional Commissioner, Income Tax, Circle (11) (1), Mumbai, to pay Rs. 5,621
lakhs towards income tax for the assessment year 2000-01. Siti Cable Network Limited had filed an
appeal (Appeal no. CIT(A)- XI/ACIT-11 (1)/IT-52/2003-04) against the said assessment order before
the Commissioner of Income Tax (Appeals), Mumbai and through its order, the entire demand of Rs.
5,621 lakhs stood extinguished. The Additional Commissioner, Income Tax, has further filed an appeal
(Appeal no. ITA/1251/M/04) DATED March 1, 2004, against the said order before the Income Tax
Appellate Tribunal, Mumbai against the said order, which is currently pending.
6.
Siti Cable Network Limited has received a demand order (OI SCN 42/120/2003-04) dated February 16,
2004, issued by the Additional Commissioner, Income Tax, Circle (11) (1), Mumbai, to pay Rs. 8,094
lakhs towards income tax for the assessment year 2001-02. Siti Cable Network Limited had filed an
appeal (Appeal No. CIT (A)- XI/ ACIT- 11 (1) IT-468/03-04) dated March 26, 2004, before the
Commissioner of Income Tax (Appeals), Mumbai and the appeal was partly allowed. Siti Cable
Network Limited has further, filed an appeal before Income Tax Appellate Tribunal, Mumbai, which is
currently pending.
7.
Siti Cable Network Limited has received a demand order issued by the Additional Commissioner,
Income Tax, Circle (11) (1), Mumbai to pay Rs.13431 lakhs as income tax for the assessment year
2002-03. Siti Cable Network Limited has filed an appeal dated January 18, 2007, before the
Commissioner of Income Tax (Appeals), Mumbai which is currently pending.
8.
Siti Cable Network Limited has received a demand order issued by the Additional Commissioner,
Income Tax, Circle (11) (1), Mumbai to pay Rs.16,033 lakhs as income tax for the assessment year
2003-04. Siti Cable Network Limited has filed an appeal dated January 18, 2007, before the
Commissioner of Income Tax (Appeals), Mumbai which is currently pending.
9.
Siti Cable Network Limited has received a demand order (Order No. 17/P 93/06-07) dated December
22, 2006, issued by the Additional Commissioner, Income Tax, Circle (11) (1), Mumbai, to pay Rs.
11,897 lakhs as income tax for the assessment year 2004-05. Siti Cable Network Limited has filed an
appeal dated January 18, 2007, before the Commissioner of Income Tax (Appeals), Mumbai which is
currently pending.
5.
Pending litigations against our Promoters
A.
Mr. Subhash Chandra
1.
A criminal complaint (criminal complaint no. 1548/SS/2005) has been filed by Abhudaya Cooperative
Bank Limited against M/s Singhal Swaroop Ispat Limited, Mr. Subhash Chandra and others before the
7th Metropolitan Magistrate. Certain cheques issued by M/s Singhal Swaroop Ispat Limited in favour of
the complainant were dishonoured and thus the complainant filed this complaint under section 138 and
263
141 of the Negotiable Instruments Act, 1881 against M/s Singhal Swaroop Ispat Limited and its
directors, including Mr. Subhash Chandra. Mr. Subhash Chandra filed a criminal revision application
(application no. 283 of 2005) before the Sessions Court which was dismissed, but Mr. Subhash
Chandra was exempted from personal appearance. As the matter was dismissed on September 19,
2007, a criminal writ petition (criminal writ petition no. 2421 of 2007) was filed in the High Court of
Mumbai. The amount claimed by the complainant is Rs. 14,898,389. The matter is currently pending
and the next date of hearing is scheduled on May 29, 2008.
2.
A criminal complaint (criminal complaint no. 3927/S/2005) has been filed by M/s Ceat Financial
Services Limited against M/s Singhal Swaroop Ispat Limited, Mr. Subhash Chandra and others before
the 19th Court, Ballard Pier, Mumbai. Certain cheques issued by M/s Singhal Swaroop Ispat Limited in
favour of the complainant were dishonoured and thus the complainant filed this complaint under
section 138 and 141 of the Negotiable Instruments Act, 1881 against M/s Singhal Swaroop Ispat
Limited and its directors, including Mr. Subhash Chandra. The matter is currently pending and the next
date of hearing is scheduled on May 26, 2008. The amount claimed by the complainant is Rs.
9,45,440. Mr. Subhash Chandra has filed criminal revision application (application no. 1500 of 2007)
for quashing and setting aside the process issued against him. As the criminal revision application was
dismissed on August 13, 2007, a criminal writ petition no.1759 of 2007 has been filed, which is
currently pending.
3.
A criminal complaint (criminal complaint no. 143/S/2003) has been filed by Maharashtra State Trading
Corporation against M/s Singhal Swaroop Ispat Limited, Mr. Subhash Chandra and others before the
47th Court, Esplanade, Mumbai alleging that the respondents failed to make the requisite payments as
consideration for certain scrap materials purchased by them. The amount claimed by the complainant is
Rs. 1,90,77,000. The matter is currently pending and the next date of hearing is scheduled on June 20,
2008.
4.
A criminal complaint (complaint no. 1 of 1999) has been filed by Maharashtra State Trading
Corporation against M/s Singhal Swaroop Ispat Limited, Mr. Subhash Chandra and others before the
Small Causes Court. The complainant has filed the complaint under section 3(2) of the Criminal Law
(amendment) Ordinance, 1944 seeking attachment of certain specified properties belonging to the M/s
Singal Swaroop Ispat Limited. Mr. Subhash Chandra has moved application stating that such specified
properties are not owned by him and that he has no interest in the same. The matter is currently pending
and the next date of hearing is scheduled on June 20, 2008.
5.
M/s Mahalaxmi Factories Services Limited has filed a criminal complaint (criminal complaint no. 1976
of 2001) against M/s Singhal Swaroop Ispat Limited, Mr. Subhash Chandra and others before the 2nd
Metropolitan Magistrate, Egmore, Chennai alleging that the respondents defaulted in paying the
consideration for purchase of certain machineries from the complainant. Mr. Subhash Chandra has
been made a party to the complaint in his capacity as a director of M/s Singhal Swaroop Ispat Limited.
The amount claimed by the complainant is Rs. 68,67,240. The matter is currently pending and the next
date of hearing is scheduled on May 28, 2008.
B.

Nil
C.
Mr. Ashok Goel
1.
The Deputy Registrar of Companies, Maharashtra, Mumbai has filed a criminal complaint (criminal
complaint no. 560/SS/2004) against Mr. Ashok Goel and the other directors, erstwhile and present, and
the erstwhile company secretary of Essel Propack Limited before the 19th Court, Metropolitan
Magistrate, Esplanade, Mumbai alleging that the company had failed to take the obtain the approval of
the general body of its shareholders with respect to corporate guarantee of Rs. 10 crores given by the
company to ICICI Bank Limited. Pursuant to an application made by the respondents, the Metroplotan
Magistrate has agreed to compound the offence.
D.

Nil
264
E.
Ms. Sushila Goel

Nil
F.

Nil
G.
Delgrada Limited
Nil
H.

Nil
I.

Nil
J.
Ganjam Trading Company Private Limited (Ganjam)
1.
The Deputy Registrar of Companies has filed a criminal complaint (criminal complaint no.
450/S/2002) against Ganjam and others dated October 11, 2007 before the Additional Chief
Metropolitan Magistrate, 19th Court, Esplanade, Mumbai alleging violation of the provisions of section
383A of the Companies Act. The matter is currently pending and the next date of hearing shall be
K.
Churu Trading Company Private Limited (Churu)
1.
270/S/2002) against Churu and others before the Additional Chief Metropolitan Magistrate, 19th Court,
Esplanade, Mumbai alleging violation of the provisions of section 383A of the Companies Act. Churu
and the other respondents have thereafter filed an application dated April 22. 2002 for compounding of
the offence. The matter have been compounded is pending for withdrawal. The matter is currently
pending and the next date of hearing shall be intimated by the court in due course.
L.

Nil
M.
Prajatma Trading Company Private Limited (Prajatma)
1.
The Registrar of Companies has filed two criminal complaints (criminal complaint numbers
179/S/2002 and 180/S/2002) against Prajatma and others dated October 22, 1999 before the Additional
Chief Metropolitan Magistrate, 19th Court, Esplanade, Mumbai alleging violation of the provisions of
section 301(4) of the Companies Act by the company and its directors. The matters are currently
pending and the next date of hearing for both the matters shall be intimated by the court in due course.
2.
The Registrar of Companies has filed a criminal complaint (criminal complaint no 181/S/2002) against
Prajatma and others dated October 22, 1999 before the Additional Chief Metropolitan Magistrate, 19th
Court, Esplanade, Mumbai alleging violation of the provisions of sections 211(7) and 372(3) of the
265
Companies Act by the company and its directors. The matter is currently pending and the next date of
hearing shall be intimated by the court in due course.
3.
Prajatma and others dated October 22, 1999 before the Additional Chief Metropolitan Magistrate, 19th
Court, Esplanade, Mumbai alleging violation of the provisions of section 372(3) of the Companies Act
by the company and its directors. The matter is currently pending and the next date of hearing shall be
4.
Prajatma and others before the Additional Chief Metropolitan Magistrate, 19th Court, Esplanade,
Mumbai alleging violation of the provisions of section 305(1) of the Companies Act by the company
and its directors. The matter is currently pending and the next date of hearing is scheduled on July 17,
2008.
5.
Prajatma and others before the Additional Chief Metropolitan Magistrate, 19th Court, Esplanade,
Mumbai alleging violation of the provisions of section 629(A) of the Companies Act by the company
and its directors. The matter is currently pending and the next date of hearing is scheduled on July 17,
2008.
N.

Nil
O.
Briggs Trading Company Private Limited (Briggs)
1.
The Deputy Registrar of Companies has filed a criminal complaint (criminal complaint number
268/S/2002) against Briggs and others before the Additional Chief Metropolitan Magistrate, 19th Court,
Esplanade, Mumbai alleging violation of the provisions of section 383A of the Companies Act. Briggs
the offence. The matter has been compounded are pending for withdrawal. The next date of hearing
2.
269/S/2002) against Briggs and others before the Additional Chief Metropolitan Magistrate, 19th Court,
Esplanade, Mumbai alleging violation of the provisions of section 383 of the Companies Act. Briggs
the offence. The matter have been compounded is pending for withdrawal. The next date of hearing
P.
Civil Disputes
1.
Gorai Machimar Sahakari Sanstha Limited and another has filed a civil writ petition (civil writ petition
no. 2145 of 1999) against the State of Maharashtra, the company and others before the High Court of
Mumbai challenging the construction of a dam on a plot of land situated at survey numbers 268, 269,
270A and 270B at Gorai village. The next date of hearing shall be intimated by the court in due course.
2.
no. 1202 of 1999) against the State of Maharashtra, the company and others dated before the High
Court of Mumbai challenging the decision of the Ministry of Lands order to allow the appeal of the
company against the order of the Collector. It has been alleged that the Ministry of Land, Government
of Maharasthra, has intended to transfer about 689 acres of land to the company free of cost, and the
appeal has been allowed for the said intention. The next date of hearing shall be intimated by the court
in due course.
3.
no. 280 of 2005) against the State of Maharashtra, the company and others dated before the High Court
266
of Mumbai challenging the order passed by the Maharshtra Coastal Zone Management Authority which
allowed the construction of a dam parallel to a creek at Borivalli by the company. The High Court
passed an interim order dated January 12, 2006 restraining the respondents to construct the dam. The
company and the other respondents have filed a special leave petition (civil special leave petition no.
9597 of 2006) before the Supreme Court of India, challenging the interim order of the High Court. The
civil special leave petition and the civil writ petition are pending before the Supreme Court and the
High Court of Mumbai respectively.
4.
no. 692 of 1999) against the State of Maharashtra, the company and others dated before the High Court
of Mumbai challenging the permission for the construction of a Vipasna Centre and certain plots by
the company. The next date of hearing shall be intimated by the High Court in due course.
5.
Ms. Pushplata D. Borude has filed a civil writ petition (civil writ petition no. 5757 of 2007) against the
company and others dated before the High Court of Mumbai claiming certain amount that the company
had owed to the petitioner. The next date of hearing shall be intimated by the High Court in due course.
Public Interest Litigation

1
Mr. P.B. Sawant and others have filed a public interest litigation (lodge no.4 of 2006) against the State
of Maharashtra and others, including the company before the High Court of Mumbai alleging the
breach of the constitutional rights of the residents of Greater Mumbai due to the activitied of the
company. The next date of hearing shall be intimated by the High Court in due course.
Q.
There are six tax proceedings pending at various level of adjudications in the income tax authorities. Total
amount involved in these matters is approximately Rs. 36 lakhs.
6.
Pending litigations against our Directors
A.
Mr. Subhash Chandra

The details of the pending litigations against Mr. Subhash Chandra have been mentioned above in the
section titled Outstanding Litigations and Material Developments Pending litigations against our
Promoters on page 263.
B.
1.
The State of Haryana, though the Labour Inspector, Circle II, Gurgaon, has filed a criminal case dated
December 16, 2002 against Mr. Jawahar Lal Goel in his capacity as the manager of Essel International
Limited for the implementation of the award dated April 19, 2001 passed by the Labour Court,
Gurgaon by not re-instating Mr. Surinder Singh, an erstwhile workman in the company. The matter is
C.

Nil
D.
Mr. Arun Duggal

Nil
E.
Dr. Pritam Singh

Nil
F.

Nil
267
G.

Nil
Material Developments since the Last Balance Sheet Date, December 31, 2007
In the opinion of the Board, other than as disclosed in this Draft Letter of Offer, there has not arisen, since the
date of the last financial statements set out herein, any circumstance that materially or adversely affects our
profitability taken as a whole or the value of our consolidated assets or our ability to pay our material liabilities
over the next twelve months.
268
GOVERNMENT APPROVALS
We have received the necessary consents, licenses, permissions and approvals from the government and various
governmental agencies required for our present business and except as mentioned below, no further material
approvals are required for carrying on our present business.
Approvals for the Issue
1.
In-principle approval from the National Stock Exchange of India Limited dated [];
2.
In-principle approval from the Bombay Stock Exchange Limited dated [];
3.
In-principle approval from the Calcutta Stock Exchange Association Limited dated [];
4.
Approval Ref. No. [] dated [] from FIPB to the Company.
5.
Approval Ref. No. [] dated [] from MIB to the Company.
6.
Approval Ref. No. [] dated [] from RBI to the Company.
General
1.
Permanent Account Number: AAACA5478M
Company Identification Number: L51909DL1988PLC101836
3.
Certificate of Incorporation dated August 10, 1988
4.
Certificate of Importer Exporter Code, issued on November 27, 2002 by government of India, ministry
of commerce. The certificate grants our Company IEC number 0502054492.
Other Approvals
Listing Approvals
1.
The
SEBI
by
its
letter
CFD/DIL/19(2)(b)/PB/MKS/85762/2007
Company to comply with Rule 19(2) (b)
the provisions of clause 8.3.5.1 of the
Company in the Stock Exchanges.
dated
February
9,
2007
bearing
number
issued to the NSE had relaxed the obligations of our
of Securities Contracts (Regulation) Rules, 1957, in light of
SEBI Guidelines, for listing of the Equity Shares of our
2.
The in-principle approval for listing of 428,222,803 Equity Shares of our Company, pursuant to the
Scheme of Arrangement, from the BSE was issued to our Company by its letter dated April 12, 2007
and bearing number Ref: DCS/AMAL/AJ/IP/69/2007-08; and the same was issued by the NSE by its
letter dated April 12, 2007 and bearing number Ref: NSE/LIST/44057-D. The CSE issued the inprinciple approval to our Company by its letter dated June 6, 2007 and bearing number Ref:
CSEA/LD/316/2007.
3.
The NSE by its letter dated April 16, 2007 bearing number NSE/LIST/44271-5 issued to our Company
had granted the symbol DISHTV and series EQ to the Equity Shares to be listed and informed us
that the Equity Shares would be listed from April 18, 2007 on the NSE. The BSE by its letter dated
April 16, 2007 bearing number Ref: DCS/AMAL/AJ/TRD/88/2007-08 issued to our Company had
given permission for trading of our Equity Shares in the BSE from April 18, 2007. The CSE by its
letter dated June 6, 2007 bearing number Ref: CSEA/LD/TN/317/2007 issued to our Company had
given permission for trading of our Equity Shares in the CSE from June 7, 2007.
FIPB Approval
269
1.
Letter dated April 25, 1995 issued by Secreteriat for Industrial Approvals, Department of Industrial
Policy and Promotion, Ministry of Industry, Government of India (SIA), to Afro-Asian Satellite
Communications Limited allowing foreign equity participation of 25% amounting to USD 30 million
in the paid up capital of USD 120 million in the proposed joint venture company. Of the remaining
26% will be held by Indian partners and the remaining 49% will be raised from Indian public/corporate
bodies/financial institutions. The approval is for setting up a joint venture to produce
telecommunication equipment and provide management and marketting of OBSIDIAN services in
the area of mobile satellite communications. Pursuant to letter dated August 16, 1995 issued by SIA to
Afro-Asian Satellite Communications Limited, it was noted that the name of OBSIDIAN was
changed to AGRANI and the proposed foreign equity participation was increased from 25% to 49%.
Further, pursuant to letter dated November 8, 1996 issued by SIA to Afro-Asian Satellite
Communications Limited, it was noted that a new company, ASC Enterprises Limited (our Company,
as formerly known) was formed to implement the project and that the letter dated April 25, 1995 was
thereby transferred to our Company.
Approvals with respect to Scheme of Arrangement

1.
Letter dated November 6, 2006 and bearing number 8/13/2006- BP&L was issued by the Ministry of
Information and Broadcasting, Government of India to the Company, granting us the permission and
issued as a no objection for the change in equity structure of our Company consequent to the Scheme of
Arrangement
2.
Letter dated April 10, 2007 and bearing number FC.II.283(95)/290(95) was issued by the Foreign
Investment Promotion Board Unit, Department of Economic Affairs, Ministry of Finance, Government
of India to our Company approving the issuance of 47,399,206 Equity Shares to Delgrada Limited and
6,612,500 Equity Shares to Lazarus Investments Limited, both foreign promoters of the Company. The
approval was granted on the condition that 8,327,000 Equity Shares would be transferred by Delgrada
Limited to the Indian Promoters of the Company.
Through this letter the FIPB also granted approval to our Company for issuance of Equity Shares to
foreign investors of ZEEL pursuant to the Scheme of Arrangement, upto a maximum limit of
120,746,760 Equity Shares.
Approvals required for operating business

1.
License Agreement dated September 16, 2003 between the President of India, acting through the
Director, MIB, Government of India and ASC Enterprises Limited.
In terms of the licence agreement the MIB has agreed to grant licence to the Company under Section 4
of Indian Telegraph Act, 1885 and Indian Wireless Telegraphy Act, 1933 to establish, maintain and
operate DTH Platform.
-
The total foreign investment in the paid up equity of the Company shall be not be more than
49%
The FDI component in the paid up capital of the Company should not exceed 20% and the
quantum represented by that proportion of the paid up equity share capital to the total issued
equity capital of the Indian promoter Company, held or controlled by the foreign investors
through FDI/NRI/OCB investments, shall form part of the above said FDI limit of 20%.
The broadcasting companies and/or cable network companies would not be eligible to
collectively own more than 20% of the total equity of the Company at any time during the
license period and the Company can not to have more than 20% equity shares in a
broadcasting and/or cable network company.
The Company is required to submit the details of the investment made by the Company once
in a year.
The term of the licence is for ten years.
The Company can not assign or transfer the rights under the agreement to any third party
except with prior approval of the MIB.
The Company can not carry any prohibited channel nor can it transmit obscene content or
messages which are inconsistent with laws of India.
270
2.
The Company is required to take prior approval of the government of India before deploying
any foreign personnel for installation, operation or maintenance of the services of the
Company.
The Company can not use the DTH facility for any other mode of communications like
internet, voice, fax, data communication, etc.
The Company is required to extend preferential treatment to Indian satellites for use of
bandwith capacity.
The Company is required not to disclose any secret or security related information exchanged
between the MIB and the Company.
License Agreement dated April 2, 2003 between the President of India, acting through the Director,
MIB, Government of India and ASC Enterprises Limited.
In terms of the licence agreement the MIB has agreed to grant licence to the Company under section 4
of the Indian Telegraph Act ,1885 to set up uplink hub and turnaround infrastructure project in C-Band.
-
The Company shall use its teleport facility for uplinking only such television channels, which
have been specifically approved/permitted by MIB and shall stop uplinking their television
channels forthwith in respect of which the permission/approval have been withdrawn by MIB.
MIB has the right to take-over the entire teleport of the Company in whole or in part and
revoke, suspend and terminate the license in the interest of the national security or in the event
of national emergency/war or low intensity conflict or similar type of situations in the public
interest as may be declared by the Government of India.
The total foreign investment in the paid up equity of the Company shall be not be more than
49%
The Company shall apply to the Wireless Planning and Co-ordination Wing, Department Of
Telecommunication, Ministry of Communication, Government of India for wireless
operational licence from the date of this agreement.
The term of the licence is for ten years and reckoned from the date of issue of wireless
operational license by the Wireless Planning and Co-ordination Wing, Department Of
Telecommunication, Ministry of Communication, Government of India, unless terminated
earlier on grounds of default, insolvency, convenience or transfer of licence.
The Company shall not directly or indirectly transfer its rights under this agreement to any
other party or enter into any sub-licence or partnership relating to any subject matter of the
licence.
The Company is required to take prior approval of the government of India before deploying
any foreign personnel for installation, operation or maintenance of the services of the
Company.
The uplnking hub to be set up by the Company shall be used for uplinking television channels
only and it will not be used for other modes of communication including voice, fax and data
communication unless necessary permission for such value added services have been obtained
from the competent authority.
The Company is required not to disclose any secret or security related information exchanged
between the MIB and the Company.
The Company shall ensure that the uplinking hub operation will adhere to the provisions of
the inter-system co-ordination agreement between INSAT and the satellite being used by the
Company.
3.
The Wireless Planning and Co-ordination Wing, Department Of Telecommunication, Ministry of

Communication, Government of India had issued a licence by letter dated October 1, 2003, having
licence schedule number P-5402/1 to our Company to operate direct to home services on NSS-6.
4.
The Wireless Planning and Co-ordination Wing, Department Of Telecommunication, Ministry Of

Communication, Government of India had issued a licence dated March 7, 2005 to our Company to
establish, maintain and work wireless telegraphies in India. We have been granted licence numbers P5714/1-4 for four KU band of DSNG (mobile stations) on Insat 3B for the locations at Delhi, Lucknow,
Mumbai and Kolkata. We had renewed this licence till the period of March 31, 2008.
271
5.

Communication, Government of India had issued a licence by letter dated March 31, 2006, having
licence schedule number STV-11/01 to our Company to operate teleport services on Insat- 4A.
6.

Communication, Government of India had issued a licence by letter dated January 18, 2007, having
reference number 14038/42/04-IR and licence schedule number P-5520/2 to our Company to operate
teleport services on PAS-10.
7.

Communication, Government of India had issued a licence by letter dated April 13, 2004, having
reference number 14038/42/04-IR and licence schedule number P-5520/1 to our Company to operate
teleport services on Asia-SAT- 3S.
Labour related Approvals

1.
2.
Registration under Employee State Insurance Corporation by a letter dated January 11, 2007 bearing
number D/NDO/Survey/11-20-71747-101/1729. Our Company has been registered under the
Employee State Insurance Act, 1948with effect from October 10, 2006 and has been allotted the code
11-20-71747-101.
Registration under Employee Provident Fund Organisation by a letter dated February 29, 2000 bearing
number MH/PE/APP/44266/Enf VI/06B/836. Our Company has been brought under the scheme
framed under Employees Provident Funds and Miscellaneous Provisions Act, 1952 with effect from
October 30, 1998. Our Company has been allotted code No.MH/44266. We also have received subcode in Delhi by letter dated February 23, 2007 bearing number DL/35763/Coverage/2010 and has
been allotted the code DL/35763 with effect from November 1, 2006.
Taxation Related Approvals

1.
The Superintendent, Central Excise has issued a certificate of registration dated July 15, 2005, under
Section 69 of the Finance Act, 1994. The certificate provides our Company with a registration number
of 14/ASC/AAACA5478M/R-6/N-I/05-06 and the taxable service for which the certificate is granted is
classified as broadcasting services.
2.
The Department of Value Added Tax, Government of National Capital Territory of Delhi has issued a
certificate of registration dated August 3, 2005, under the Delhi Value Added Tax Act, 2004 providing
us with registration number 07100296668. Our Company has been registered with effect from August
3, 2005.
3.
The Assistant Commissioner, Sales Tax, Noida has issued a certificate of registration dated April 25,
2003, under the Uttar Pradesh Sales Tax Act, 1948 providing us with registration number ND-0312650,
issued by. Our Company has been registered with effect from April 23, 2003.
4.
The Commercial Tax Department, Government of Uttar Pradesh has issued a certificate of registration
dated April 23, 2003 under the Central Sales Tax (Registration and Turnover) Rules, 1957 to our
Company. Our Company has been provided with registration Number ND5310905.
5.
The Commercial Tax Officer, Aiwarpet Assessment Circle, Government of Tamil Nadu has issued a
certificate of registration dated February 20, 2007 under the Central Sales Tax (Registration and
Turnover Rules, 1957) to our Company. Our Company has been allotted the Central Sales Tax Number
875991.
6.
The Assistant Commissioner, Sales Tax, Kolkata South Circle, Government of West Bengal has issued
a certificate of registration dated March 8, 2007 under the West Bengal Value Added Tax Rules, 2005
to our Company. Our Company has been allotted the registration number 19433420090.
7.
The Assistant Commissioner, Sales Tax, Kolkata South Circle, Government of West Bengal, has issued
a certificate of registration dated March 8, 2007 under the Central Sales Tax (Registration and
Turnover) Rules, 1957 to our Company. Our Company has been allotted the registration number
19433420284.
272
8.
The Government of West Bengal has issued a certificate of registration dated March 23, 2007 under the
West Bengal State Tax on Professions, Trades, Callings and Employment Act, 1979 to our Company.
Our Company has been allotted the registration number RCW 0010790 with effect from February 12,
2007.
9.
The Government of West Bengal has issued a certificate of enrolment dated March 1, 2007 under the
West Bengal State Tax on Professions, Trades, Callings and Employment Act, 1979 to our Company.
Our Company has been allotted the enrolment number ECW 0072214 with effect from February 12,
2007.
10.
The Government of West Bengal has issued a certificate of enlistment (trade license) dated February
28, 2007 under the Kolkata Municipal Corporation, License Department to our Company. Our
Company has been allotted the license number 068615.
11.
The Commercial Tax Department, Government of Andhra Pradesh has issued a certificate of
registration dated May 22, 2007 under the Central Sales Tax (Registration and Turnover) Rules, 1957
to our Company. Our Company has been allotted the Tax payers Identification Number 28335150172.
12.
The Commercial Tax Department, Government of Andhra Pradesh has issued a Value Added Tax
registration certificate dated May 22, 2007 under the Andhra Pradesh Value Added Tax Act, 2005 to
our Company. Our Company has been allotted the VAT Registration number (Tax payers Identification
Number) 28335150172 with effect from June 1, 2007.
13.
The Commercial Taxes Department, Government of Tamil Nadu has issued a certificate of registration
under the Tamil Nadu Value Added Tax Act, 2006, dated February 20, 2007 to our Company. Our
Company has been allotted Tax Payers identification number 33130821319.
14.
The Commercial Tax Department, Government of Karnataka has issued a Value Added Tax
registration certificate dated May 19, 2007 under the Karnataka Value Added Tax Act, 2003 to our
Company. Our Company has been allotted the Tax payers Identification Number 29680754783 with
effect from May 11, 2007.
15.
The Commercial Tax Department, Government of Gujarat has issued a certificate of registration dated
February 22, 2007 under the Central Sales Tax (Registration and Turnover) Rules, 1957 to our
Company. Our Company has been allotted the Tax payers Identification Number 24573501279.
16.
The Commercial Tax Department, Government of Gujarat has issued a certificate of registration dated
May 9, 2007 under the Gujarat Value Added Tax Act, 2003 to our Company. Our Company has been
allotted the registration number 24073501279 with effect from February 22, 2007.
17.
The Ahmedabad Municipal Corporation, Professional Tax Department, Government of Gujarat has
issues a certificate of registration dated August 16, 2007 to our Company. Our Company has been
allotted the registration number PE/C015140018.
18.
The Government of Gujarat has issued a certificate of registration dated [May 17, 2007] under the
Gujarat State Tax on Professions, Trades, Callings and Employment Act, 1979 to our Company. Our
Company has been allotted the registration number [PR073500184] with effect from March 1, 2007.
Intellectual Property Registrations

Trademarks
NEENL has received certificates of registration in relation to the following names and marks, issued by the
Trademark Registry, Government of India. These trademarks have been transferred in favour of the Company
through the Scheme of Arrangement:
Description
DISH TV DIGITAL DTH ENTERTAINMENT
Trademark no.
1238590
273
Registered On
November 02, 2006
Expires on
September 21,
Description
(Class 41)
(Class 38)
(Class 42)
Dishtv Indias 1st DTH Entertainment (Class 9)
Dishtv Indias 1st DTH Entertainment (Class 38)
Dish and Remote Logo (Class 42)
Dish and Car Logo (Class 42)
Dish and Trumpet Logo (Class 9)
Watch Uninterrupted (Class 38)
Dish and Baby Logo (Class 9)
Take 4 (Class 38)
Take 4 (Class 9)
Take 4 (Class 41)
Take 4 (Class 16)
Take 4 (Class 42)
DVD (Class 16)
DVD (Class 9)
DVD (Class 42)
DVD (Class 35)
Beaming Dish Logo (Class 42)
Trademark no.
Registered On
1238592
December 19, 2005
1292279
illegible
Expires on
2013
September 21,
2013
June 23, 2014
1275352
1275355
1315745
1315744
1315742
1315743
1315740
1315727
1315723
1315726
1315724
1315722
1315725
1315746
1315750
1315749
1315751
1315747
1315748
1315731
1315729
1315728
1315733
1315710
1315711
1315715
1315712
1315713
1315714
1315737
1315734
1315738
1315735
1315739
1315705
1315704
1315709
1315706
1315721
1315717
1315716
1315718
1315719
1315720
December 06, 2005

November 16, 2005
November 02, 2005
December 19, 2005
December 13, 2005
December 19, 2005
December 03, 2005
June 27, 2006
October 31, 2005
November 10, 2005
November 9, 2005
November 7, 2005
November 9, 2005
August 12, 2006
November 10, 2005
November 16, 2005
November 11, 2005
October 31, 2005
November 15, 2005
November 15, 2005
November 19, 2005
November 19, 2005
November 17, 2005
November 19, 2005
November 19, 2005
November 19, 2005
November 15, 2005
November 9, 2005
January 17, 2006
November 16, 2005
November 07, 2005
November 10, 2005
November 07, 2005
December 20, 2005
November 19, 2005
November 19, 2005
November 19, 2005
January 19, 2006
November 19, 2005
November 19, 2005
November 26, 2005
January 19, 2006
December 20, 2005
December 17, 2005
March 28, 2014

March 28, 2014
October 17, 2014
October 17, 2014
October 17, 2014
October 17, 2014
October 17, 2014
October 17, 2014
October 17, 2014
October 17, 2014
October 17, 2014
October 17, 2014
October 17, 2014
October 17, 2014
October 17, 2014
October 17, 2014
October 17, 2014
October 17, 2014
October 17, 2014
October 17, 2014
October 17, 2014
October 17, 2014
October 17, 2014
October 17, 2014
October 17, 2014
October 17, 2014
October 17, 2014
October 17, 2014
October 17, 2014
October 17, 2014
October 17, 2014
October 17, 2014
October 17, 2014
October 17, 2014
October 17, 2014
October 17, 2014
October 17, 2014
October 17, 2014
October 17, 2014
October 17, 2014
October 17, 2014
October 17, 2014
October 17, 2014
October 17, 2014
Pending Applications
1.
Our Company has sought the approval of the MIB, pursuant to letter dated January 15, 2008 for
changing of satellite to operate the HITS platform. Further, pursuant to our letter dated February 5,
2008 addressed to the Telecom Regulatory Authority of India, we have undertaken to migrate to the
new licensing regime within the stipulated migration period as and when the same is notified by MIB
and to adhere to all the licensing stipulations recommended by the Telecom Regulatory Authority of
India and finally notified by MIB, including but not limited to entry fee, performance bank gurantee,
net worth criteria, crossholding restrictions and any other licensing stipulations within the stipulated
migration period.
274
3.
Our Company has made applications to the Registrar of Trade Marks, New Delhi for the registration of
the following names and marks:
4.
Description
DISH TV logo (Class 38)
DISH TV logo (Class 41)
Date of application
April 10, 2008
April 10, 2008
275
STATUTORY AND OTHER INFORMATION

Authority for the Issue
Pursuant to the resolution passed by the Board of Directors of the Company at its meeting held on April 24,
2008 it has been decided to make the rights offer to the Equity Shareholders of the Company with a right to
renounce.
Prohibition by SEBI/RBI
Neither we, nor our Directors or the Promoter Group Companies, or companies with which our Directors are
associated with as directors or promoters, have been prohibited from accessing or operating in the capital
markets under any order or direction passed by SEBI. Further, none of the directors or person(s) in control of the
Promoters have been prohibited from accessing the capital market under any order or direction passed by SEBI.
Further none of the Promoters, their relatives, the Company, group companies has been declared as wilful
defaulters by RBI / Government authorities.
Eligibility for the Issue
Our Company is registered under the Companies Act whose Equity Shares are listed on the BSE, NSE and CSE.
It is eligible to offer this Issue in terms of Clause 2.4.1(iv) of the SEBI Guidelines.
Disclaimer Clause
AS REQUIRED, A COPY OF THIS DRAFT LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI.
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT LETTER OF
OFFER TO SEBI SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME
HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY
EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH
THE ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS
MADE OR OPINIONS EXPRESSED IN THE DRAFT LETTER OF OFFER. THE LEAD MANAGER,
ENAM SECURITIES PRIVATE LIMITED HAS CERTIFIED THAT THE DISCLOSURES MADE IN
THE DRAFT LETTER OF OFFER ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY
WITH THE SEBI (DISCLOSURE AND INVESTOR PROTECTION) GUIDELINES, 2000 IN FORCE
FOR THE TIME BEING. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN
INFORMED DECISION FOR MAKING INVESTMENT IN THE PROPOSED ISSUE.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE DRAFT LETTER OF OFFER, THE LEAD MANAGER IS EXPECTED TO
EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS
RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE
LEAD MANAGER, ENAM SECURITIES PRIVATE LIMITED HAS FURNISHED TO SEBI, A DUE
DILIGENCE CERTIFICATE DATED MAY 20, 2008 IN ACCORDANCE WITH THE SEBI
(MERCHANT BANKERS) REGULATIONS, 1992 WHICH READS AS FOLLOWS:
1.
WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO

LITIGATION LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH
COLLABORATORS, ETC., AND OTHER MATERIALS IN CONNECTION WITH THE
FINALISATION OF THE DRAFT LETTER OF OFFER PERTAINING TO THE SAID ISSUE;
2.
ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE

COMPANY, ITS DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES,
INDEPENDENT VERIFICATION OF THE STATEMENTS CONCERNING THE OBJECTS
OF THE ISSUE, PROJECTED PROFITABILITY, PRICE JUSTIFICATION AND THE
CONTENTS OF THE DOCUMENTS MENTIONED IN THE ANNEXURE AND OTHER
PAPERS FURNISHED BY THE COMPANY,
WE CONFIRM THAT:
276
(A)
THE DRAFT LETTER OF OFFER FORWARDED TO SEBI IS IN CONFORMITY WITH

THE DOCUMENTS, MATERIALS AND PAPERS RELEVANT TO THE ISSUE;
(B)
ALL THE LEGAL REQUIREMENTS CONNECTED WITH THE SAID ISSUE, AS ALSO
THE GUIDELINES, INSTRUCTIONS, ETC. ISSUED BY SEBI, THE GOVERNMENT AND
ANY OTHER COMPETENT AUTHORITY IN THIS BEHALF HAVE BEEN DULY
COMPLIED WITH; AND
(C)
THE DISCLOSURES MADE IN THE DRAFT LETTER OF OFFER ARE TRUE, FAIR AND
ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL INFORMED DECISION
AS TO THE INVESTMENT IN THE PROPOSED ISSUE AND SUCH DISCLOSURES ARE IN
ACCORDANCE WITH THE REQUIREMENTS OF THE COMPANIES ACT, 1956, the SEBI
(DISCLOSURE AND INVESTOR PROTECTION) GUIDELINES, 2000 AND OTHER
APPLICABLE LEGAL REQUIREMENTS.
3.
WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN

THE DRAFT LETTER OF OFFER ARE REGISTERED WITH SEBI AND TILL DATE SUCH
REGISTRATION IS VALID.
4.
WHEN UNDERWRITTEN, WE SHALL SATISFY OURSELVES ABOUT THE WORTH OF

THE UNDERWRITERS TO FULFIL THEIR UNDERWRITING COMMITMENTS.- NOT
APPLICABLE
5.
WE CERTIFY THAT WRITTEN CONSENT FROM THE PROMOTERS HAS BEEN

OBTAINED FOR INCLUSION OF THEIR EQUITY SHARES AS PART OF THE
PROMOTERS CONTRIBUTION SUBJECT TO LOCK-IN AND THE EQUITY SHARES
PROPOSED TO FORM PART OF THE PROMOTERS CONTRIBUTION SUBJECT TO
LOCK-IN WILL NOT BE DISPOSED OR SOLD OR TRANSFERRED BY THE PROMOTERS
DURING THE PERIOD STARTING FROM THE DATE OF FILING THE DRAFT
PROSPECTUS WITH SEBI UNTIL THE DATE OF COMMENCEMENT OF THE LOCK-IN
PERIOD AS STATED IN THE DRAFT PROSPECTUS. NOT APPLICABLE
6.
WE CERTIFY THAT CLAUSE 4.6 OF THE SEBI (DISCLOSURE AND INVESTOR

PROTECTION) GUIDELINES, 2000, WHICH RELATES TO SECURITIES INELIGIBLE
FOR COMPUTATION OF PROMOTERS' CONTRIBUTION, HAS BEEN DULY COMPLIED
WITH AND APPROPRIATE DISCLOSURES AS TO COMPLIANCE WITH THE CLAUSE
HAVE BEEN MADE IN THE DRAFT PROSPECTUS.- NOT APPLICABLE
7.
WE UNDERTAKE THAT CLAUSES 4.9.1, 4.9.2, 4.9.3 AND 4.9.4 OF THE SEBI
(DISCLOSURE AND INVESTOR PROTECTION) GUIDELINES, 2000 SHALL BE
COMPLIED WITH. WE CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO
ENSURE THAT PROMOTERS CONTRIBUTION AND SUBSCRIPTION FROM ALL FIRM
ALLOTTEES WOULD BE RECEIVED AT LEAST ONE DAY BEFORE THE OPENING OF
THE ISSUE. WE UNDERTAKE THAT AUDITORS CERTIFICATE TO THIS EFFECT
SHALL BE DULY SUBMITTED TO THE BOARD. WE FURTHER CONFIRM THAT
ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT PROMOTERS
CONTRIBUTION SHALL BE KEPT IN AN ESCROW ACCOUNT WITH A SCHEDULED
COMMERCIAL BANK AND SHALL BE RELEASED TO THE COMPANY ALONG WITH
THE PROCEEDS OF THE PUBLIC ISSUE. - NOT APPLICABLE. - NOT APPLICABLE
8.
WHERE THE REQUIREMENTS OF PROMOTERS CONTRIBUTION IS NOT

APPLICABLE TO THE ISSUER, WE CERTIFY THE REQUIREMENTS OF PROMOTERS
CONTRIBUTION UNDER CLAUSE 4.10 {SUB-CLAUSE (A), (B) OR (C), AS MAY BE
APPLICABLE} ARE NOT APPLICABLE TO THE ISSUER.
9.
WE CERTIFY THAT THE PROPOSED ACTIVITIES OF THE ISSUER FOR WHICH THE
FUNDS ARE BEING RAISED IN THE PRESENT ISSUE FALL WITHIN THE MAIN
OBJECTS LISTED IN THE OBJECT CLAUSE OF THE MEMORANDUM OF
ASSOCIATION OR OTHER CHARTER OF THE ISSUER AND THAT THE ACTIVITIES
277
WHICH HAVE BEEN CARRIED OUT UNTIL NOW ARE VALID IN TERMS OF THE
OBJECT CLAUSE OF ITS MEMORANDUM OF ASSOCIATION.
10.
WE CONFIRM THAT NECESSARY ARRANGEMENTS HAVE BEEN MADE TO ENSURE

THAT THE MONEYS RECEIVED PURSUANT TO THE ISSUE ARE KEPT IN A SEPARATE
BANK ACCOUNT AS PER THE PROVISIONS OF SECTION 73(3) OF THE COMPANIES
ACT, 1956 AND THAT SUCH MONEYS SHALL BE RELEASED BY THE SAID BANK
ONLY AFTER PERMISSION IS OBTAINED FROM ALL THE STOCK EXCHANGES
MENTIONED IN THE PROSPECTUS. WE FURTHER CONFIRM THAT THE
AGREEMENT ENTERED INTO BETWEEN THE BANKERS TO THE ISSUE AND THE
ISSUER SPECIFICALLY CONTAINS THIS CONDITION.
11.
WE CERTIFY THAT NO PAYMENT IN THE NATURE OF DISCOUNT, COMMISSION,

ALLOWANCE OR OTHERWISE SHALL BE MADE BY THE ISSUER OR THE
PROMOTERS, DIRECTLY OR INDIRECTLY, TO ANY PERSON WHO RECEIVES
SECURITIES BY WAY OF FIRM ALLOTMENT IN THE ISSUE. NOT APPLICABLE.
12.
WE CERTIFY THAT A DISCLOSURE HAS BEEN MADE IN THE DRAFT LETTER OF

OFFER THAT THE INVESTORS SHALL BE GIVEN AN OPTION TO GET THE EQUITY
SHARES IN DEMAT OR PHYSICAL MODE.
13.
WE CERTIFY THAT THE FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE

DRAFT LETTER OF OFFER:
(A)
AN UNDERTAKING FROM THE ISSUER THAT AT ANY GIVEN TIME THERE SHALL BE
ONLY ONE DENOMINATION FOR THE EQUITY SHARES OF THE COMPANY AND
(B)
AN UNDERTAKING FROM THE ISSUER THAT IT SHALL COMPLY WITH SUCH

DISCLOSURE AND ACCOUNTING NORMS SPECIFIED BY THE BOARD FROM TIME TO
TIME.
THE FILING OF THE DRAFT LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE
COMPANY FROM ANY LIABILITIES UNDER SECTION 63 OR SECTION 68 OF THE
COMPANIES ACT, 1956 OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY
AND OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED
ISSUE. SEBI, FURTHER RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH
THE LEAD MANAGER ANY IRREGULARITIES OR LAPSES IN THE DRAFT LETTER OF
OFFER.
Caution
The Company and the Lead Manager accept no responsibility for statements made otherwise than in this Draft
Letter of Offer or in any advertisement or other material issued by the Company or by any other persons at the
instance of the Company and anyone placing reliance on any other source of information would be doing so at
his own risk.
The Lead Manager and the Company shall make all information available to the Equity Shareholders and no
selective or additional information would be available for a section of the Equity Shareholders in any manner
whatsoever including at presentations, in research or sales reports etc. after filing of this Draft Letter of Offer
with SEBI.
Disclaimer with respect to jurisdiction
This Draft Letter of Offer has been prepared under the provisions of Indian Laws and the applicable rules and
regulations thereunder. Any disputes arising out of this Issue will be subject to the jurisdiction of the appropriate
court(s) in New Delhi, India only.
The distribution of the Letter of Offer and the issue of partly-paid up Equity Shares on a rights basis to persons
in certain jurisdictions outside India may be restricted by legal requirements prevailing in those jurisdictions.
Persons in whose possession this Letter of Offer may come are required to inform themselves about and observe
278
such restrictions. Any disputes arising out of this issue will be subject to the jurisdiction of the appropriate
court(s) in New Delhi, India only.
No action has been or will be taken to permit this Issue in any jurisdiction where action would be required for
that purpose, except that this Draft Letter of Offer has been filed with SEBI for observations and SEBI has given
its observations. Accordingly, the Equity Shares represented thereby may not be offered or sold, directly or
indirectly, and this Letter of Offer may not be distributed in any jurisdiction, except in accordance with the legal
requirements applicable in such jurisdiction. Neither the delivery of this Letter of Offer nor any sale hereunder,
shall under any circumstances create any implication that there has been no change in our affairs from the date
hereof or that the information contained herein is correct as of any time subsequent to this date.
The Draft Letter of Offer has been filed with SEBI, SEBI Bhavan, Plot No.C4-A,'G' Block, Bandra Kurla
Complex, Bandra (East), Mumbai 400051, for its observations. After SEBI gives its observations, the Letter of
Offer would be filed with the Designated Stock Exchange as per the provisions of the Act
United States Restrictions
NEITHER THE RIGHTS ENTITLEMENTS NOR THE EQUITY SHARES THAT MAY BE PURCHASED
PURSUANT THERETO HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE SECURITIES ACT), OR ANY U.S. STATE SECURITIES LAWS, AND MAY NOT BE
OFFERED, SOLD, RESOLD OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OF
AMERICA OR THE TERRITORIES OR POSSESSIONS THEREOF (THE UNITED STATES OR THE
U.S.) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS (AS DEFINED IN
REGULATION S UNDER THE SECURITIES ACT (REGULATION S)), EXCEPT IN A TRANSACTION
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE RIGHTS
REFERRED TO IN THIS LETTER OF OFFER ARE BEING OFFERED IN INDIA, BUT NOT IN THE
UNITED STATES. THE OFFERING TO WHICH THIS LETTER OF OFFER RELATES IS NOT, AND
UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, AN OFFERING OF ANY SHARES OR
RIGHTS FOR SALE IN THE UNITED STATES OR AS A SOLICITATION THEREIN OF AN OFFER TO
BUY ANY OF THE SAID SHARES OR RIGHTS. ACCORDINGLY, THIS LETTER OF OFFER SHOULD
NOT BE FORWARDED TO OR TRANSMITTED IN OR INTO THE UNITED STATES AT ANY TIME,
EXCEPT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. NEITHER THE COMPANY NOR ANY PERSON ACTING ON BEHALF OF THE
COMPANY WILL ACCEPT SUBSCRIPTIONS FROM ANY PERSON, OR THE AGENT OF ANY
PERSON, WHO APPEARS TO BE, OR WHO THE COMPANY OR ANY PERSON ACTING ON BEHALF
OF THE COMPANY HAS REASON TO BELIEVE IS, A RESIDENT OF THE UNITED STATES AND TO
WHOM AN OFFER, IF MADE, WOULD RESULT IN REQUIRING REGISTRATION OF THIS LETTER
OF OFFER WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION. THE
COMPANY IS INFORMED THAT THERE IS NO OBJECTION TO A UNITED STATES SHAREHOLDER
SELLING ITS RIGHTS IN INDIA. RIGHTS MAY NOT BE TRANSFERRED OR SOLD TO ANY U.S.
PERSON.
Designated Stock Exchange
The Designated Stock Exchange for the purposes of this Issue will be the [].
Disclaimer Clause of the BSE
The Bombay Stock Exchange Limited (the Exchange) has given vide its letter dated [] permission to the
Company to use the Exchanges name in this Draft Letter of Offer as one of the Stock Exchanges on which this
Companys securities are proposed to be listed. The Exchange has scrutinized this Draft Letter of Offer for its
limited internal purpose of deciding on the matter of granting the aforesaid permission to this Company. The
Exchange does not in any manner: (i) warrant, certify or endorse the correctness or completeness of any of the
contents of this Draft Letter of Offer; or (ii) warrant that this Companys securities will be listed or will continue
to be listed on the Exchange; or (iii) take any responsibility for the financial or other soundness of this
Company, its Promoters, its management or any scheme or project of this Company; and it should not for any
reason be deemed or construed that this Draft Letter of Offer has been cleared or approved by the Exchange.
Every person who desires to apply for or otherwise acquires any securities of this Company may do so pursuant
to independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever
by reason of any loss which may be suffered by such person consequent to or in connection with such
279
subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any other
reason whatsoever.
Disclaimer Clause of the NSE
As required, a copy of this Draft Letter of Offer has been submitted to National Stock Exchange of India
Limited (NSE). NSE has given vide its letter dated [] given permission to the Issuer to use the Exchanges
name in this Draft Letter of Offer as one of the Stock Exchanges on which the Issuers securities are proposed to
be listed. The Exchange has scrutinized this Draft Letter of Offer for its limited internal purpose of deciding on
the matter of granting the aforesaid permission to the Issuer. It is to be distinctly understood that the aforesaid
permission given by NSE should not in any way be deemed or construed that the Draft Letter of Offer has been
cleared or approved by NSE; nor does it in any manner warrant, certify or endorse the correctness or
completeness of any of the contents of this Draft Letter of Offer; nor does it warrant that the Issuers securities
will be listed or will continue to be listed on the Exchange; nor does it take any responsibility for the financial or
other soundness of the Issuer, its Promoters, its management or any scheme or project of the Issuer.
Every person who desires to apply for or otherwise acquire any securities of the Issuer may do so pursuant to
independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever
by reason of any loss which may be suffered by such person consequent to or in connection with such
subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or any other reason
whatsoever.
Disclaimer Clause of the CSE
As required, a copy of this Draft Letter of Offer shall be submitted to the CSE. The disclaimer clause as
intimated by the CSE to our Company, post scrutiny of this Draft Letter of Offer, shall be included in the Letter
of Offer prior to filing with the Designated Stock Exchange.
Impersonation
As a matter of abundant caution, attention of the applicants is specifically drawn to the provisions of subsection (1) of section 68A of the Companies Act which is reproduced below:
Any person who makes in a fictitious name an application to a Company for acquiring, or subscribing for,
any shares therein, or otherwise induces a Company to allot, or register any transfer of shares therein to him,
or any other person in a fictitious name, shall be punishable with imprisonment for a term which may extend
to five years
Dematerialised dealing
The Company has entered into agreements dated February 15, 2007 and March 13, 2007 with National
Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited respectively, for its
existing Equity Shares bearing the ISIN INE836F01026.
Listing
The existing Equity Shares are listed on the BSE, NSE and the CSE. The Company has made applications to the
BSE, NSE and CSE for permission to deal in and for an official quotation in respect of the Equity Shares being
offered in terms of the Letter of Offer. The Company has received in-principle approvals from BSE, NSE and
CSE by letters dated [], [] and [], respectively. The Company will apply to the BSE, NSE and CSE for listing
of the Equity Shares to be issued pursuant to this Issue.
If the permission to deal in and for an official quotation of the securities is not granted by any of the Stock
Exchanges mentioned above, within 42 days from the Issue Closing Date, the Company shall forthwith repay,
without interest, all monies received from applicants in pursuance of this Draft Letter of Offer. If such money is
not paid within eight days after the Company becomes liable to repay it, then the Company and every Director
of the Company who is an officer in default shall, on and from expiry of eight days, be jointly and severally
liable to repay the money with interest as prescribed under the section 73 of the Act.
Consents
280
Consents in writing of the Auditors, Lead Manager, Legal Advisors, Registrar to the Issue and Banker to the
Issue to act in their respective capacities have been obtained and filed with SEBI, along with a copy of the Draft
Letter of Offer and such consents have not been withdrawn up to the time of delivery of this Draft Letter of
Offer for registration with the stock exchanges.
MGB & Company, Chartered Accountants, the Auditors of the Company have given their written consent for
the inclusion of their Report in the form and content as appearing in this Draft Letter of Offer and such consents
and reports have not been withdrawn up to the time of delivery of this Draft Letter of Offer for registration with
the stock exchanges.
To the best of our knowledge there are no other consents required for making this Issue. However, should the
need arise, necessary consents shall be obtained by us.
Expert Opinion, if any
No expert opinion has been obtained by the Company in relation to this Draft Letter of Offer.
Expenses of the Issue
The expenses of the Issue payable by the Company including brokerage, fees and reimbursement to the Lead
Manager, Auditors, Monitoring Agency, Legal Advisors, Advisors to the Issue, Registrar to the Issue, printing
and distribution expenses, publicity, listing fees, stamp duty and other expenses are estimated at [] (around []
of the total Issue size) and will be met out of the proceeds of the Issue.
(In Rs. lakhs)
S. No.
1.
2.
3.
4.
Particulars
Amount
% of total expenses
of the Issue
[]
% of net
proceeds of the
Issue
[]
Fees of the Lead Manager, Registrar to the

Issue, Legal Advisors, Advisors to the Issue,
Auditors, Monitoring Agency and other
advisors
Printing and stationery, distribution, postage,
etc.
Advertisement and marketing expenses
Other expenses
Total
[]
[]
[]
[]
[]
[]
[]
[]
[]
[]
[]
[]
[]
Fees Payable to the Lead Manager to the Issue

The fees payable to the Lead Manager to the Issue are set out in the engagement letters issued by the Company
to the Lead Manager and the Memorandum of Understanding entered into by the Company with the Lead
Manager, copies of which are available for inspection at the corporate office of the Company.
Fees Payable to the Registrar to the Issue
The fee payable to the Registrar to the Issue is as set out in the relevant documents, copies of which are
available for inspection at the corporate office of the Company.
Previous Issues by the Company
The Company has not undertaken any previous public or rights issue during the last five years.
Date of listing on the Stock Exchange
The Equity Shares of our Company were listed on April 18, 2007 on the BSE and the NSE. Thereafter, the
Equity Shares were listed on the CSE on June 6, 2007.
Issues for consideration other than cash
281
The Company has not issued Equity Shares for consideration other than cash or out of revaluation reserves,
other than issuances mentioned in the section Capital Structure on page 12 of the Draft Letter of Offer.
Outstanding Debentures or Bonds and Preference Shares
The Company has no outstanding debentures or bonds and preference shares.
Option to Subscribe
Other than the present Issue, the Company has not given any person any option to subscribe to the Equity Shares
of the Company.
Stock Market Data for Equity Shares
As our Equity Shares are actively traded on the BSE and NSE, our Companys stock market data have been
given separately for each of these Stock Exchanges. Our Equity Shares are infrequently traded on the CSE. By a
certificate dated April 15, 2008 issued by CSE, there was no trading in the Equity Shares on the CSE.
For further information on the high and low closing prices recorded on the BSE and NSE for the preceding
month and the number of Equity Shares traded on the days the high and low prices, please refer to Stock
Market Data for Equity Shares of our Company, on page 219.
Important
This Issue is pursuant to the resolution passed by the Board of Directors at its meetings held on April
24, 2008 and the Issue Committee held on May 20, 2008.
This Issue is applicable to those Equity Shareholders whose names appear as beneficial owners as per
the list to be furnished by the depositories in respect of the Equity Shares held in the electronic form
and on the Register of Members of the Company at the close of business hours on the Record Date i.e.
[], after giving effect to the valid share transfers lodged with the Company upto the Record Date i.e.
[].
Your attention is drawn to the section entitled Risk Factors appearing on page ix of the Letter of Offer
and Abridged Letter of Offer, respectively.
Please ensure that you have received the Composite Application Form (CAF) with the Letter of Offer
and Abridged Letter of Offer.
Please read the Letter of Offer/Abridged Letter of Offer and the instructions contained therein and in
the CAF carefully before filling in the CAF. The instructions contained in the CAF are each an integral
part of the Letter of Offer and must be carefully followed. An application is liable to be rejected for any
non-compliance of the provisions contained in the Letter of Offer or the CAF.
All enquiries in connection with the Letter of Offer or CAF should be addressed to the Registrar to the
Issue, quoting the Registered Folio number/ DP and Client ID number and the CAF numbers as
mentioned in the CAF.
All information shall be made available to the Investors by the Lead Manager and the Issuer, and no
selective or additional information would be available by them for any section of the Investors in any
manner whatsoever including at road shows, presentations, in research or sales reports, etc.
The Lead Manager and the Company shall update the Draft Letter of Offer and keep the public
informed of any material changes till the listing and trading commences.
Issue Schedule
[]
[]
Issue Opening Date:

Last date for receiving requests for split forms:
282
[]
Issue Closing Date:
The Board may however decide to extend the Issue period as it may determine from time to time, but not
exceeding 60 days from the Issue Opening Date.
Allotment Letters / Refund Orders
The Company will issue and dispatch letters of allotment/ share certificates/ demat credit and/or letters of regret
along with refund order or credit the allotted securities to the respective beneficiary accounts, if any, within a
period of 42 days from the date of closure of the Issue. If such money is not repaid within eight days from the
day the Company becomes liable to pay it, the Company shall pay that money with interest as stipulated under
Section 73 of the Companies Act. The Board of Directors declares that funds against this Issue will be
transferred to a separate bank account other than the bank account referred to in sub-section (3) of section 73 of
the Act.
Applicants residing at 68 centers where clearing houses are managed by the Reserve Bank of India (RBI), will
get refunds through ECS only (Electronic Clearing Service) except where Applicants are otherwise disclosed as
applicable/eligible to get refunds through direct credit and RTGS.
In case of those Applicants who have opted to receive their Rights Entitlement in dematerialized form using
electronic credit under the depository system, and advice regarding their credit of the Equity Shares shall be
given separately. Applicants to whom refunds are made through electronic transfer of funds will be sent a letter
through ordinary post intimating them about the mode of credit of refund within 42 working days of closure of
the Issue.
In case of those Applicants who have opted to receive their Rights Entitlement in physical form and the
Company issues Letter of Allotment, the corresponding share certificates will be kept ready within three months
from the date of allotment thereof or such extended time as may be approved by the Companies Law Board
under Section 113 of the Companies Act or other applicable provisions, if any. Allottees are requested to
preseve such letters of allotment, which would be exchanged later for the share certificates. For more
information please refer to the section titled Letters of Allotment/ Share Certificates/Demat Credit on page 300
of this Draft Letter of Offer.
The letter of allotment / refund order exceeding Rs.1,500 would be sent by registered post/speed post to the
sole/first Applicant's registered address. Refund orders up to the value of Rs.1,500 would be sent under
certificate of posting. Such refund orders would be payable at par at all places where the applications were
originally accepted. The same would be marked Account Payee only and would be drawn in favour of the
sole/first Applicant. Adequate funds would be made available to the Registrar to the Issue for this purpose.
Promise v. Performance
1.
The Company
Public/Rights Issue:
We have not made any public or rights issue of the Equity Shares of our Company in the past.
2.
Group Companies
For details refer to Group Companies on page 83.

Investor Grievances and Redressal System
The Company has adequate arrangements for redressal of Investor complaints. Well-arranged correspondence
system developed for letters of routine nature. The share transfer and dematerialization for the Company is
being handled by inhouse registrar and share transfer agent. Letters are filed category wise after having attended
to. Redressal norm for response time for all correspondence including shareholders complaints is seven days.
Status of Complaints
283
Total number of complaints received during Fiscal 2008: 50

Number of shareholders complaints pending as on May 15, 2008: Nil
Status of complaints: Out of the 50 complaints received during Fiscal 2008, we have resolved all the complaints
to the satisfaction of the shareholders.
Time normally taken by Company for disposal of various types of investor grievance: Seven days
Investor Grievances arising out of this Issue
The Companys investor grievances arising out of the Issue will be handled by Mr. Jagdish Patra, Compliance
Officer and Company Secretary, and Sharepro Services (India) Limited, who are the Registrar to the Issue. The
Registrar will have a separate team of personnel handling only our post-Issue correspondence.
The agreement between us and the Registrar will provide for retention of records with the Registrar for a period
of at least one year from the last date of dispatch of Letter of Allotment/ share certificate / warrant/ refund order
to enable the Registrar to redress grievances of Investors.
All grievances relating to the Issue may be addressed to the Registrar to the Issue giving full details such as folio
no., name and address, contact telephone / cell numbers, email id of the first applicant, number and type of
shares applied for, Application Form serial number, amount paid on application and the name of the bank and
the branch where the application was deposited, along with a photocopy of the acknowledgement slip. In case of
renunciation, the same details of the Renouncee should be furnished.
The average time taken by the Registrar for attending to routine grievances will be 15 days from the date of
receipt. In case of non-routine grievances where verification at other agencies is involved, it would be the
endeavour of the Registrar to attend to them as expeditiously as possible. We undertake to resolve the Investor
grievances in a time bound manner.
Investors may contact the Compliance Officer / Company Secretary in case of any pre-Issue/ post -Issue
related problems such as non-receipt of letters of allotment/share certificates/demat credit/refund orders
etc. His address is as follows:
Mr. Jagdish Patra
FC-19, Sector 16 A,
Noida 201301,
Uttar Pradesh, India
Tel: +91 120 2599 391
Fax: +91 120 2488 777
Email: cs@dishtv.in
Changes in Auditors during the last three years
There has been no change in the auditors in the last three years.
Capitalisation of Reserves or Profits
The Company has not capitalized any of its reserves or profits for the last five years.
Revaluation of Fixed Assets
There has been no revaluation of the Companys fixed assets for the last five years.
Minimum Subscription
If the Company does not receive the minimum subscription of 90% of the issued amount, the Company shall
forthwith refund the entire subscription amount received within 42 days from the date of closure of the Issue. If
284
there is a delay beyond eight days after the date from which the Company becomes liable to pay the amount, the
Company shall pay interest for the delayed period as prescribed under Section 73 of the Companies Act.
The Issue will become undersubscribed after considering the number of Equity Shares applied as per the Rights
Entitlement plus additional Equity Shares. In the event of undersubscription, the Promoters or Promoter Group
intend to apply for additional Equity Shares such that at least 90% of the Issue is subscribed. As a result of this
subscription and consequent allotment, the Promoters or Promoter Group may acquire Equity Sharesover and
above their Rights Entitlement in the Issue, which may result in an increase of the shareholding being above the
current shareholding with the entitlement of Equity Shares under the Issue. This subscription and acquisition of
additional Equity Shares by the Promoter or Promoter Group, if any, will not result in change of control of the
management of the Company and shall be exempt in terms of proviso to Regulation 3(1)(b)(ii) of the Takeover
Code. As such, other than meeting the requirements indicated in the section on Objects of the Issue on page
24 of this Draft Letter of Offer), there is no other intention/purpose for this Issue, including any intention to
delist the Company, even if, as a result of Allotments to the Promoters or Promoter Group, in this Issue, the
shareholding of the Promoters in the Company exceeds their current shareholding. The Promoters or Promoter
Group intend/s to subscribe to such unsubscribed portion as per the relevant provisions of the law. Allotment to
the Promoters or Promoter Group of any unsubscribed portion, over and above their entitlement shall be done in
compliance with the Listing Agreement and other applicable laws prevailing at that time relating to continuous
listing requirements.
285
TERMS OF THE ISSUE

The Equity Shares, now being issued, are subject to the terms and conditions contained in this Draft Letter of
Offer, the enclosed Composite Application Form (CAF), FEMA, the Memorandum and Articles of
Association of the Company, approvals from the RBI, the provisions of the Companies Act, guidelines issued by
SEBI, guidelines, notifications and regulations for issue of capital and for listing of securities issued by
Government of India and/or other statutory authorities and bodies from time to time The terms and conditions as
stipulated in the allotment advice or letter of allotment or security certificate and rules as may be applicable and
introduced from time to time.
Authority for the Issue
This Issue is being made pursuant to the resolution passed by the Board of Directors of the Company under
Section 81(1) of the Companies Act at its meeting held on April 24, 2008 and by the Issue Committee on May
20, 2008.
Basis for the Issue
The Equity Shares are being offered for subscription for cash to those existing Equity Shareholders whose
names appear as beneficial owners as per the list to be furnished by the depositories in respect of the Equity
Shares held in the electronic form and on the register of members of the Company in respect of Equity Shares
held in the physical form at the close of business hours on the Record Date, i.e., [] fixed in consultation with
the Stock Exchanges.
The Equity Shares are being offered for subscription in the ratio of [] Equity Shares for every [] Equity Shares
held by the Equity Shareholders.
Ranking of Equity Shares
The Equity Shares shall be subject to the memorandum and articles of association of the Company. The
dividend payable on Equity Shares allotted in this Issue, until fully paid up shall rank for dividend in proportion
to the amount paid up. The Equity Shares allotted in this Issue, once fully paid up shall be pari passu with the
existing Equity Shares in all respects including dividend. The voting rights in a call, whether present in person
or by representative or by proxy shall be in proportion to the paid up value of the Equity Shares held, and no
voting rights shall be exercisable in respect of moneys paid in advance until the moneys have become payable.
For more details see Main Provisions of the Articles of Association on page 307 of this Draft Letter of Offer.
Mode of Payment of Dividend
We shall pay dividend to our shareholders as per the provisions of the Companies Act.
Principal Terms and Conditions of the Issue
Face Value
Each Equity Share shall have the face value of Re. 1.
Issue Price
Each Equity Share is being offered at a price of Rs. [] (including a premium of []).
Terms of payment
On application, Rs. [], which constitutes []% of the full amount of the Issue Price of Rs. [] shall be payable
(Application Money). A further []% of the full amount of the Issue Price shall become payable, at the option
of the Company, anytime within [] months after the Allotment Date. Rs []. The payment on application and on
calls would be applied as under
Towards Share Capital Towards Share Premium Account
286
Particulars
On Application
On further calls
Towards Share Capital

Re. [] per Equity Share
Re. [] per Equity Share
Towards Share Premium Account

Rs. [] per Equity Share
Rs. [] per Equity Share
If there is a failure to pay any call or installment of a call on or before the day appointed for the payment of the
same, in accordance with the provisions of the Articles Of Association, the Board may, at any time during which
any part of the call or installment remains unpaid, serve a notice on such member of the Company requiring him
to pay the same together with any interest that may have accrued. The present Articles of Association provide
for a rate of interest at []%. The notice shall fix a date and a place or places on and at which such call or
installment and such interest as aforesaid are to be paid. The notice shall also state that in the event of
nonpayment at or before the time and at the place or places appointed, the shares in respect of which such call
was made or installment is payable and to which the notice relates will be liable to be forfeited. If the requisites
of such notice are not complied with, any shares in respect of which such notice has been given may, at any time
thereafter before payment of all calls or installments, interest and expenses due in respect thereof, be forfeited
by a resolution of the Board to that effect. Such forfeiture shall include all dividends declared in respect of the
forfeited shares and not actually paid before the forfeiture. Neither the receipt by the Company of a portion of
any money which shall from time to time be due from any Member to the Company in respect of his shares,
either by way of principle or interest, nor any indulgence granted by the Company in respect of the payment of
any such money, shall preclude the Company from thereafter proceeding to enforce a forfeiture of such shares.
Any share so forfeited shall be deemed to be the property of the Company, and the Board may sell, re-issue or
otherwise dispose of the same in such manner as they think fit.
Procedure For Calls
The schedule set out below for listing and trading of the partly paid and fully paid Equity Shares is based on the
current regulatory framework applicable thereto. Accordingly, any change in the regulatory regime would
accordingly affect the schedule.
Calls
The Company would convene meetings of the Board from time to time to pass the required resolution(s) for
making the Calls and suitable intimation would be given by the Company to the Stock Exchanges. Further,
advertisements for the same will be issued in one English national daily with wide circulation and one Hindi
national daily with wide circulation.
Record date for Calls and suspension of trading
The Company would fix a record date in consultation with the Stock Exchanges, giving prior notice to the Stock
Exchanges for the purpose of determining the list of Equity Shareholders to whom the notice for call money
(Call Money Notice) would be sent. Once the record date has been fixed, trading in the partly paid Equity
Shares for which calls have been made would be suspended 5 days prior to each record date that has been fixed
for the call concerned.
Separate ISINs on application and call
In addition to the present ISIN for the existing fully paid up Equity Shares, the Company would obtain separate
ISIN Nos. for its []% paid up Equity Shares. The []% paid up Equity Shares offered under the Issue will be
traded under a separate ISIN No. for the period from the date of listing of these Equity Shares and up to five
days prior to the record date for the final call. The ISIN No. representing []% paid up Equity Shares will be
terminated after the record date for the first and the final call.
On payment of the second and final call in respect of the 50% paid up Equity Shares, such Equity Shares on
which final call has been duly paid would be converted into fully paid up Equity Shares and merged with the
existing ISIN for fully paid Equity Shares of the Company.
Listing of partly paid Equity Shares
The []% paid up Equity Shares and []% paid up Equity Shares would be listed on the Stock Exchanges. Once,
the Call Money Notice for respective calls has been sent, the listing of then existing partly paid up Equity Shares
would be terminated. The Company will make necessary applications to the Stock Exchanges for listing of
287
partly paid up Equity Shares. The []% paid up and fully paid up Equity Shares will be issued in accordance
with the Letter of Offer and would be listed for the period as per the following details.
The allotment of []% paid up Equity Shares will be made within 30 days from the closure of Issue and
the same will be listed within 10 days thereafter.
The listing of fully paid-up Equity Shares will be done within approximately 15 days from the last date
fixed for payment of final call money.
The process of corporate action for crediting fully paid up Equity Shares to the Demat Account may take about
two weeks time from the last date of payment of the account under the Call Money Notice. During this period
the partly paid up Equity Shares would not be tradeable.
Procedure For Calls
The schedule set out below for listing and trading of the partly paid and fully paid Equity Shares is based on the
current regulatory framework applicable thereto. Accordingly, any change in the regulatory regime would
accordingly affect the schedule.
Calls
The Company would convene meetings of the Board from time to time to pass the required resolution(s) for
making the Calls and suitable intimation would be given by the Company to the Stock Exchanges. Further,
advertisements for the same will be issued in one English national daily with wide circulation and one Hindi
national daily with wide circulation.
Record date for Calls and suspension of trading
The Company would fix a record date giving at least 15 days prior notice to the Stock Exchanges for the
purpose of determining the list of Equity Shareholders to whom the notice for call money (Call Money
Notice) would be sent. Once the record date has been fixed, trading in the partly paid Equity Shares for which
calls have been made would be suspended 5 days prior to each record date that has been fixed for the call
concerned.
Separate ISINs on application and call
In addition to the present ISIN for the existing fully paid up Equity Shares, the Company would obtain separate
ISIN Nos. for its []% paid up Equity Shares. The []% paid up Equity Shares offered under the Issue will be
traded under a separate ISIN No. for the period from the date of listing of these Equity Shares and up to five
days prior to the record date for the final call. The ISIN No. representing []% paid up Equity Shares will be
terminated after the record date for the first and the final call.
On payment of the second and final call in respect of the 50% paid up Equity Shares, such Equity Shares on
which final call has been duly paid would be converted into fully paid up Equity Shares and merged with the
existing ISIN for fully paid Equity Shares of the Company.
Payment Period for each call
As per the articles 15 and 16 of Articles of Association of the Company, the shareholders would have to make
payment of the call money for each call on the day appointed for the payment, as the Directors may determine.
Indicative Activities
Indicative Schedule of activities for making the partly paid up shares fully paid up:
Sr no
1.
2.
3.
Event
Indicative time period (on or

around)
Day X
Day X+7 working days
Day X + [] months time
Allotment is finalized with Stock Exchange

Listing of equity shares [] % paid up
Board to make call of another []%
288
(Day Y)
Y
4.
Record date for making call
5.
Suspension of ISIN no representing []% paid up shares
6.
7.
8.
9.
Suspension of trading of []% paid up equity shares

Send the call notice to the shareholders holding shares on the record date
Last date for payment of call money
Corporate action for credit of fully paid up shares to the demat account of
shareholders who have paid the call money
10. Listing of shares fully paid up within
Y
Y -5 trading days
Y+2
Y+23 days
Y + 35 days
Y+ 40 days
Rights Entitlement Ratio

As your name appears as beneficial owner in respect of Equity Shares held in the electronic form or appears in
the register of members as an Equity Shareholder of the Company as on [] i.e. Record Date. You are entitled to
the number of Equity Shares as set out in Part A of the enclosed CAF.
The Equity Share are being offered on a rights basis to the existing Equity Shareholders of the Company in the
ratio of [] Equity Shares for every [] Equity Shares held as on the Record Date.
Only upon receipt of the aforesaid details, Rights Entitlement of the claimants shall be determined.
Rights of the Equity Shareholder
Subject to applicable laws, the equity shareholders shall have the following rights:

Right to receive dividend, if declared;

Right to attend general meetings and exercise voting powers, unless prohibited by law;
Right to vote on a poll either in person or by proxy;
Right to receive offers for rights shares and be allotted bonus shares, if announced;
Right to receive surplus on liquidation;
Right of free transferability of shares; and
Such other rights, as may be available to a shareholder of a listed public company under the Companies
Act and our Memorandum and Articles of Association.
For a detailed description of the main provisions of our Articles of Association dealing with voting rights,
dividend, forfeiture and lien, transfer and transmission and/or consolidation/splitting, see Main Provisions of
the Articles of Association on page 307.
Market Lot
The market lot for the Equity Shares in dematerialised mode is []. In case of physical certificates, the Company
would issue one certificate for the Equity Shares allotted to one folio (Consolidated Certificate). In respect of
consolidated certificate, the Company will upon receipt of a request from the respective holder of Equity Shares,
split such consolidated certificates into smaller denominations within sixweeks time from the receipt of the
request in respect thereof.
Minimum Subscription
If the Company does not receive the minimum subscription of 90% of the issued amount, the Company shall
forthwith refund the entire subscription amount received within 42 days from the date of closure of the Issue. If
there is a delay beyond eight days after the date from which the Company becomes liable to pay the amount, the
Company shall pay interest for the delayed period as prescribed under Section 73 of the Companies Act.
The Issue will become undersubscribed after considering the number of Equity Shares applied as per the Rights
Entitlement plus additional Equity Shares. In the event of undersubscription, the Promoters or Promoter Group
intend to apply for additional Equity Shares such that at least 90% of the Issue is subscribed. As a result of this
subscription and consequent allotment, the Promoters or Promoter Group may acquire Equity Sharesover and
above their Rights Entitlement in the Issue, which may result in an increase of the shareholding being above the
current shareholding with the entitlement of Equity Shares under the Issue. This subscription and acquisition of
additional Equity Shares by the Promoter or Promoter Group, if any, will not result in change of control of the
289
management of the Company and shall be exempt in terms of proviso to Regulation 3(1)(b)(ii) of the Takeover
Code. As such, other than meeting the requirements indicated in the section on Objects of the Issue on page
24 of this Draft Letter of Offer), there is no other intention/purpose for this Issue, including any intention to
delist the Company, even if, as a result of Allotments to the Promoters or Promoter Group, in this Issue, the
shareholding of the Promoters in the Company exceeds their current shareholding. The Promoters or Promoter
Group intend/s to subscribe to such unsubscribed portion as per the relevant provisions of the law. Allotment to
the Promoters or Promoter Group of any unsubscribed portion, over and above their entitlement shall be done in
compliance with the Listing Agreement and other applicable laws prevailing at that time relating to continuous
listing requirements.
The above is subject to the terms mentioned under the section titled Basis of Allotment on page 298 of this
Fractional Entitlements
For Equity Shares being offered on rights basis under this Issue, if the shareholding of any of the Equity
Shareholders is less than []Equity Shares or is not in multiples of [], the fractional entitlement of such holders
shall be ignored. Shareholders whose fractional entitlements are being ignored would be given preferential
Allotment of [] additional Equity Share each if they apply for additional Equity Shares.
For e.g. if a Equity Shareholder holds between [] and [] Equity Shares, he will be entitled to [] Equity Share
on a rights basis. He will also be given a preference for allotment of 1 additional Equity Share if he has applied
for the same.
Those Equity shareholders having holding less than [] Equity Shares and therefore entitled to zero Equity
Shares under the Right Issue shall be despatched a CAF with zero entitlement. Such equity shareholders are
entitled to apply for additional Equity Shares. However, they cannot renunciate the same to third parties. CAF
with zero entitlement will be non-negotiable /non-renunciable.
For e.g. if a Equity Shareholder holds between [] and [] Equity Shares, he will be entitled to Nil Equity
Shares on rights basis. He will be given a preference for allotment of 1 additional Equity Share if he has applied
for the same.
Joint-Holders
Where two or more persons are registered as the holders of any Equity Shares, they shall be deemed to hold the
same as joint-holders with benefits of survivorship subject to provisions contained in the Articles of Association
of the Company.
Terms of payment
Full amount of Rs. [] shall be payable on Application.
The payment towards Equity Shares offered will be applied as under:
Rs. [] towards share capital
Rs. [] towards securities premium account.
Where an Applicant has applied for additional Equity Shares and is allotted lesser number of Equity Shares than
applied for, the excess application money paid shall be refunded. The monies would be refunded within forty
two days from the closure of the Issue, and if there is a delay beyond eight days from the stipulated period, the
Company will pay interest on the monies in terms of Section 73 of the Companies Act.
Nomination facility
In terms of Section 109A of the Companies Act, nomination facility is available in case of Equity Shares. The
applicant can nominate any person who is not an excluded U. S. Person as defined in Regulation S under the
290
U.S. Securities Act of 1933, as amended, by filling the relevant details in the CAF in the space provided for this
purpose.
A sole Equity Shareholder or first Equity Shareholder, along with other joint Equity Shareholders being
individual(s) may nominate any person(s) who, in the event of the death of the sole holder or all the jointholders, as the case may be, shall become entitled to the Equity Shares. A Person, being a nominee, becoming
entitled to the Equity Shares by reason of the death of the original Equity Shareholder(s), shall be entitled to the
same advantages to which he would be entitled if he were the registered holder of the Equity Shares. Where the
nominee is a minor, the Equity Shareholder(s) may also make a nomination to appoint, in the prescribed
manner, any person to become entitled to the Equity Share(s), in the event of death of the said holder, during the
minority of the nominee. A nomination shall stand rescinded upon the sale of the Equity Share by the person
nominating. A transferee will be entitled to make a fresh nomination in the manner prescribed. When the Equity
Share is held by two or more persons, the nominee shall become entitled to receive the amount only on the
demise of all the holders. Fresh nominations can be made only in the prescribed form available on request at the
registered office of the Company or such other person at such addresses as may be notified by the Company.
The Applicant can make the nomination by filling in the relevant portion of the CAF.
Only one nomination would be applicable for one folio. Hence, in case the Shareholder(s) has already registered
the nomination with the Company, no further nomination needs to be made for Equity Shares to be allotted in
this Issue under the same folio. However, new nominations, if any, by the Equity Shareholder(s) shall operate in
supersession of the previous nomination, if any.
In case the Allotment of Equity Shares is in dematerialised form, there is no need to make a separate nomination
for the Equity Shares to be allotted in this Issue. Nominations registered with respective depository participant
of the Applicant would prevail. If the applicant requires to change the nomination, they are requested to inform
their respective DP.
Offer to Non-Resident Equity Shareholders / Applicants
Applications received from NRIs and non-residents for Allotment of Equity Shares shall be inter alia, subject to
the conditions imposed from time to time by the RBI under the Foreign Exchange Management Act, 2000
(FEMA) in the matter of receipt and refund of application moneys, Allotment of Equity Shares, issue of letter of
allotment / share certificates, payment of interest, dividends, etc. General permission has been granted to any
person resident outside India to purchase shares offered on a rights basis by an Indian company in terms of
FEMA and regulation 6 of notification No. FEMA 20/2000-RB dated May 3, 2000. However, the general
permission referred to in the sentence immediately above is subject to the restrictions described below under
No Offer in the United States. The Board of Directors may at its absolute discretion, agree to such terms and
conditions as may be stipulated by RBI while approving the Allotment of Equity Shares, payment of dividend
etc. to the non-resident Shareholders. The equity shares purchased on a rights basis by non-residents shall be
subject to the same conditions including restrictions in regard to the repatriability as are applicable to the
original equity shares against which equity shares are issued on a right basis.
Currently, foreign direct investment (FDI) can be made in the DTH sector only after prior approval of the
Foreign Investment Promotion Board (FIPB). Under the current foreign exchange regulation, foreign
investment in DTH sector is capped at 49% of the total paid up capital, under this limit the FDI component is
capped to not exceed 20%.
Our Company has made an application dated May 16, 2008 to the FIPB for allowing participation and
Allotment to Non Resident Equity Shareholders, including FIIs, up to their Rights Entitlement and for any
additional Equity Shares under the Issue, subject to the overall sectoral cap as mentioned above. Further, the
total holding by each FII or sub account of the FII should not exceed 10% of the total paid up equity capital of
our Company and the aggregate holding of all FIIs and sub accounts of FIIs should not exceed 24% of the paid
up equity capital of the Company. The maximum permissible limit of FII investment in the Company has been
increased to the extent of 49% (maximum permissible limit) by a board resolution dated March 2, 2007
followed by way of a special resolution of the shareholders of the Company dated March 30, 2007.
Our Company has made an application dated May 20, 2008 to RBI for allowing Non-Residents to subscribe to
partly paid up Equity Shares in the Issue. In addition, renunciation in favour of Non-Residents is subject to the
renouncer (s)/renouncee(s) obtaining the approval of the FIPB and/or necessary permission of the RBI under the
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FEMA and such permissions should be attached to the CAF. Applications not accompanied by the aforesaid
approvals are liable to be rejected.
By virtue of Circular No. 14 dated September 16, 2003 issued by the RBI, overseas corporate bodies (OCBs)
have been derecognized as an eligible class of investors and the RBI has subsequently issued the Foreign
Exchange Management (Withdrawal of General Permission to Overseas Corporate Bodies (OCBs)) Regulations,
2003. Accordingly, OCBs shall not be eligible to subscribe to the Equity Shares. The RBI has however clarified
in its circular, A.P. (DIR Series) Circular No. 44, dated December 8, 2003 that OCBs which are incorporated
and are not under the adverse notice of the RBI are permitted to undertake fresh investments as incorporated
non-resident entities. Thus, OCBs desiring to participate in this Issue must obtain prior approval from the RBI.
Such approval shall be submitted along with the CAF.
The Draft Letter of Offer and CAF shall only be dispatched to non-resident Equity Shareholders with registered
addresses in India. The Draft Letter of Offer and CAF should not be forwarded to or transmitted in or into the
United States of America or the territories or possessions thereof at any time or to, or for the account or benefit
of, U.S. Persons (as defined in Regulation S under the United States Securities Act of 1933, as amended),
except in a transaction exempt from the registration requirements of the Securities Act.
No Offer in the United States
The rights and the Equity Shares of the Company have not been and will not be registered under the United
States Securities Act of 1933, as amended (the Securities Act), or any U.S. state securities laws and may not
be offered, sold, resold or otherwise transferred within the United States or to, or for the account or benefit of,
U.S. Persons (as defined in Regulation S under the Securities Act), except in a transaction exempt from the
registration requirements of the Securities Act. The rights referred to in this Draft Letter of Offer are being
offered in India but not in the United States of America. The offering to which this Draft Letter of Offer relates
is not, and under no circumstances is to be construed as, an offering of any Equity Shares or rights for sale in the
United States of America, or the territories or possessions thereof, or as a solicitation therein of an offer to buy
any of the said Equity Shares or rights. Accordingly, this Draft Letter of Offer should not be forwarded to or
transmitted in or into the United States of America at any time except in a transaction exempt from the
registration requirements of the Securities Act. Neither the Company nor any person acting on behalf of the
Company will accept subscriptions from any person, or the agent of any person, who appears to be, or who the
Company or any person acting on behalf of the Company has reason to believe is, a resident of the United States
of America and to whom an offer, if made, would result in requiring registration of this Draft Letter of Offer
with the United States Securities and Exchange Commission. The Company is informed that there is no
objection to a United States shareholder selling its rights in India. Rights may not be transferred or sold to any
U.S. Person (as defined in Regulation S under the Securities Act).
Procedure for Application
The CAF would be printed in blue ink for all shareholders. Additional separate advise for Non-resident
shareholders will be provided. In case the original CAF is not received by the applicant or is misplaced by the
applicant, the applicant may request the Registrars to the Issue, Sharepro Services (India) Private Limited, for
issue of a duplicate CAF, by furnishing the registered folio number, DP ID Number, Client ID Number and their
full name and address. Nonresident shareholders can obtain a copy of the CAF from the Registrars to the Issue,
Sharepro Services (India) Private Limited by furnishing the registered folio number, DP ID number, Client ID
number and their full name and address. Equity Shares offered to you either in full or in part in favour of any
other person or persons. Such renouncees can only be Indian Nationals/Limited Companies incorporated under
and governed by the Act, statutory corporations/institutions, trusts (unless registered under the Indian Trust
Act), minors (through their legal guardians), societies (unless registered under the Societies Registration Act,
1860 or any other applicable laws) provided that such trust/society is authorized under its constitution/bye laws
to hold equity shares in a company and cannot be a partnership firm, more than three persons including jointholders, HUF, foreign nationals (unless approved by RBI or other relevant authorities) or to any person situated
or having jurisdiction where the offering in terms of this Draft Letter of Offer could be illegal or require
compliance with securities laws.
Option to Subscribe
Applicants to the Equity Shares of the Company issued through this Issue shall be allotted the securities in
dematerialised (electronic) form at the option of the applicant. Our Company signed a tripartite agreement with
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National Securities Depository Limited (NSDL) and Sharepro Services (India) Private Limited on February 15,
2007 and with Central Depository Services (India) Limited (CDSL) and the Registrar to the Issue on March 13,
2007, which enables the Investors to hold and trade in securities in a dematerialised form, instead of holding the
securities in the form of physical certificates.
Utilisation of Issue Proceeds
The Board declares that:
(a)
(b)
(c)
The funds received against this Issue will be transferred to a separate bank account other than the bank
account referred to sub-section (3) of Section 73 of the Companies Act.
Details of all moneys utilised out of the Issue shall be disclosed under an appropriate separate head in
the balance sheet of the Company indicating the purpose for which such moneys has been utilised.
Details of all such unutilised moneys out of the Issue, if any, shall be disclosed under an appropriate
separate head in the balance sheet of the Company indicating the form in which such unutilised moneys
have been invested.
The funds received against this Issue will be kept in a separate bank account and the Company will not have any
access to such funds unless it satisfies the Designated Stock Exchange with suitable documentary evidence that
the minimum subscription of 90% of the Issue has been received by the Company.
Undertakings by the Company
(a)
(b)
(c)
(d)
(e)
(f)
(g)
The complaints received in respect of the Issue shall be attended to by the Company expeditiously and
satisfactorily.
All steps for completion of the necessary formalities for listing and commencement of trading at all
Stock Exchanges where the securities are to be listed will be taken within seven working days of
finalization of basis of allotment.
The funds required for dispatch of refund orders/ allotment letters/ certificates by registered post or any
other mode disclosed in the Draft Letter of Offer shall be made available to the Registrar to the Issue.
The certificates of the securities/ refund orders to the non-resident Indians shall be dispatched within
the specified time.
No further issue of securities affecting equity capital of the Company shall be made till the securities
issued/offered through the Issue are listed or till the application moneys are refunded on account of
non-listing, under-subscription etc.
The Company accepts full responsibility for the accuracy of information given in this Draft Letter of
Offer and confirms that to best of its knowledge and belief, there are no other facts the omission of
which makes any statement made in this Draft Letter of Offer misleading and further confirms that it
has made all reasonable enquiries to ascertain such facts.
All information shall be made available by the Lead Manager and the Issuer to the Investors at large
and no selective or additional information would be available for a section of the Investors in any
manner whatsoever including at road shows, presentations, in research or sales reports etc.
How to Apply?
Resident Equity Shareholders
Applications should be made only on the enclosed CAF provided by the Company. The enclosed CAF should be
completed in all respects, as explained in the instructions indicated in the CAF. Applications will not be
accepted by the Lead Manager or by the Registrar to the Issue or by the Company at any offices except in the
case of postal applications as per instructions given in the Draft Letter of Offer.
Non-resident Equity Shareholders
Applications received from the Non-Resident Equity Shareholders for the Allotment of Equity Shares shall,
inter alia, be subject to the conditions as may be imposed from time to time by the RBI, in the matter of refund
of application moneys, Allotment of Equity Shares, issue of letters of allotment/ certificates/ payment of
dividends etc.
The CAF consists of four parts:
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Part A:
Part B:
Part C:
Part D:
Form for accepting the Equity Shares offered and for applying for additional Equity Shares
Form for renunciation
Form for application for renouncees
Form for request for split application forms
Non-resident Equity Shareholders will be required to represent, inter alia, that they are not excluded U.S.
Persons as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended.
Option available to the Equity Shareholders
The Equity Shareholders will be having the following five options:
(a)
(b)
(c)
(d)
(e)
Apply for his entitlement in part

Apply for his entitlement in part and renounce the other part
Renounce his entire entitlement
Apply for his entitlement in full
Apply for his entitlement in full and apply for additional Equity Shares
Acceptance of the Issue

You may accept the Issue and apply for the Equity Shares offered, either in full or in part by filling of Part A of
the enclosed CAF and submit the same along with the application money payable to the Bankers to the Issue at
any of the branches as mentioned on the reverse of the CAF before the close of the banking hours on or before
the Issue Closing Date or such extended time as may be specified by the Board thereof in this regard. Applicants
at centers not covered by the branches of collecting banks can send their CAF together with the cheque drawn
on a local bank at Mumbai or demand draft/pay order payable at Mumbai to the Registrar to the Issue by
registered post. Such applications sent to anyone other than the Registrar to the Issue are liable to be rejected.
Renunciation
Any renunciation in favour of Non-Residents is subject to the renouncer (s)/renouncee(s) obtaining the approval
of the FIPB and/or necessary permission of the RBI under the FEMA and such permissions should be attached
to the CAF. Applications not accompanied by the aforesaid approvals are liable to be rejected.
As an Equity Shareholder, you have the right to renounce your entitlement for the Equity Shares in full or in part
in favour of one or more person(s). Your attention is drawn to the fact that the Company shall not allot and/or
register any Equity Shares in favour of:

FIIs / NRs (unless) the copy of the RBI permission / FIPB approval is enclosed along with the
application;
More than three persons including joint holders
Partnership firm(s) or their nominee(s)
Minors
Hindu Undivided Family
Any Trust or Society (unless the same is registered under the Societies Registration Act, 1860 or any
other applicable Trust laws and is authorized under its Constitutions to hold Equity Shares of a
Company)
The right of renunciation is subject to the express condition that the Board/ Issue Committee shall be entitled in
its absolute discretion to reject the request for allotment to renouncee(s) without assigning any reason thereof.
Procedure for renunciation
To renounce the whole offer in favour of one renouncee
If you wish to renounce the offer indicated in Part A, in whole, please complete Part B of the CAF. In case of
joint holding, all joint holders must sign Part B of the CAF. The person in whose favour renunciation has been
made should complete and sign Part C of the CAF. In case of joint renouncees, all joint renouncees must sign
this part of the CAF.
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Renouncee(s) shall not be entitled to further renounce the entitlement in favour of any other person.
To renounce in part/or renounce the whole to more than one person(s)
If you wish to either accept this offer in part and renounce the balance or renounce the entire offer in favour of
two or more renouncees, the CAF must be first split into requisite number of forms.
Please indicate your requirement of split forms in the space provided for this purpose in Part D of the CAF and
return the entire CAF to the Registrar to the Issue so as to reach them latest by the close of business hours on the
last date of receiving requests for split forms. On receipt of the required number of split forms from the
Registrar, the procedure as mentioned in paragraph above shall have to be followed.
In case the signature of the Equity Shareholder(s), who has renounced the Equity Shares, does not agree with the
specimen registered with the Company, the application is liable to be rejected.
Renouncee(s)
The person(s) in whose favour the Equity Shares are renounced should fill in and sign Part C of the Application
Form and submit the entire Application Form to the Bankers to the Issue on or before the Issue Closing Date
along with the application money.
Change and/ or introduction of additional holders
If you wish to apply for Equity Shares jointly with any other person(s), not more than three, who is/are not
already a joint holder with you, it shall amount to renunciation and the procedure as stated above for
renunciation shall have to be followed. Even a change in the sequence of the name of joint holders shall amount
to renunciation and the procedure, as stated above shall have to be followed.
However, this right of renunciation is subject to the express condition that the Board of Directors of the
Company shall be entitled in its absolute discretion to reject the request for allotment from the renouncee(s)
without assigning any reason thereof.
Please note that:

Part A of the CAF must not be used by any person(s) other than those in whose favour this Offer has
been made. If used, this will render the application invalid.
Request for split form should be made for a minimum of [ ] Equity Shares or in multiples thereof and
one Split Application Form for the balance Equity Shares, if any.
Request by the Equity Shareholder(s) for the Split Application Form should reach the Company on or
before [ ].
Only the person to whom the Draft Letter of Offer and/or Abridged Draft Letter of Offer has been
addressed to and not the renouncee(s) shall be entitled to renounce and to apply for Split Application
Forms. Forms once split cannot be split again.
Split form(s) will be sent to the applicant(s) by post at the applicants risk.
Additional Equity Shares

You are eligible to apply for additional Equity Shares over and above the number of Equity Shares you are
entitled to, provided that you have applied for all the Equity Shares offered without renouncing them in whole or
in part in favor of any other person(s). Applications for additional Equity Shares shall be considered and
Allotment shall be in the manner prescribed under the section titled Basis of Allotment on page 298 of this
Letter of Offer. The renouncees applying for all the Equity Shares renounced in their favor may also apply for
additional Equity Shares.
In case of application for additional Equity Shares by Non-Resident Equity Shareholders, the Allotment of
additional securities will be subject to the permission of the RBI.
Where the number of additional Equity Shares applied for exceeds the number available for allotment, the
Allotment would be made on a fair and equitable basis in consultation with the Designated Stock Exchange.
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The summary of options available to the Equity Shareholder is presented below. You may exercise any of the
following options with regard to the Equity Shares offered, using the enclosed CAF:
Option Available
Accept whole or part of your entitlement
without
renouncing the balance.
Accept your entitlement in full and apply for additional
Equity Shares
Renounce your entitlement in full to one person (Joint
renouncees are considered as one).
Accept a part of your entitlement and renounce the

balance to one or more renouncee(s)
OR
Renounce your entitlement to all the Equity Shares
offered to you to more than one renouncee
Action Required
Fill in and sign Part A (All joint holders must sign)
Fill in and sign Part A including Asset III relating to the
acceptance of entitlement and Asset IV relating to additional
Equity Shares (All joint holders must sign)
Fill in and sign Part B (all joint holders must sign) indicating
the number of Equity Shares renounced and hand it over to
the renouncee. The renouncees must fill in and sign Part C
(All joint renouncees must sign)
Fill in and sign Part D (all joint holders must sign) requesting
for Split Application Forms. Send the CAF to the Registrar to
the Issue so as to reach them on or before the last date for
receiving requests for Split Forms. Splitting will be permitted
only once.
On receipt of the Split Form take action as indicated below.
For the Equity Shares you wish to accept, if any, fill in and
sign Part A.
Introduce a joint holder or change the sequence of joint

holders
For the Equity Shares you wish to renounce, fill in and sign
Part B indicating the number of Equity Shares renounced and
hand it over to the renouncees. Each of the renouncees should
fill in and sign Part C for the Equity Shares accepted by them.
This will be treated as a renunciation. Fill in and sign Part B
and the renouncees must fill in and sign Part C.
For applicants residing at places other than designated Bank Collecting branches
Resident investors residing at places other than the cities where the Bank collection centres have been opened
and non-resident applicants applying on a non-repatriation basis should send their completed CAF by registered
post/speed post to the Registrar to the Issue, Sharepro Services (India) Private Limited alongwith demand drafts
net of bank and postal charges, payable at [ ] in favour of the Bankers to the Issue, crossed account payee only
and marked [
]-Rights Issue so that the same are received on or before closure of the Issue i.e [ ].
Non-resident investors, who are not excluded U. S. Persons as defined in Regulation S under the U.S. Securities
Act of 1933, as amended, (a U.S. Person), applying on a repatriation basis should send their completed CAF
by registered post/speed post to the Registrar to the Issue, [] along with demand drafts for the full application
amount, payable at [] in favour of the Bankers to the Issue, crossed account payee only and marked [
]Rights Issue NR so that the same are received on or before closure of the Issue i.e [ ].
The Company will not be liable for any postal delays and applications received through mail after the closure of
the Issue are liable to be rejected and returned to the applicants. Applications by mail should not be sent in any
other manner except as mentioned below.
Availability of duplicate CAF
In case the original CAF is not received, or is misplaced by the applicant, the Registrar to the Issue will issue a
duplicate CAF on the request of the applicant who should furnish the registered folio number/ DP and Client ID
number and his/ her full name and address to the Registrar to the Issue. Please note that those who are making
the application in the duplicate form should not utilize the original CAF for any purpose including renunciation,
even if it is received / found subsequently. If the applicant violates any of these requirements, he / she shall face
the risk of rejection of both the applications.
Application on Plain Paper
A resident Equity Shareholder or a non-resident Equity Shareholder, who is not an excluded U.S. Person as
defined in Regulation S under the U.S. Securities Act of 1933, as amended, (a U.S. Person), applying on a
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non-repatriation basis who has neither received the original CAF nor is in a position to obtain the duplicate CAF
may make an application to subscribe to the Issue on plain paper, along with an Account Payee Cheque drawn
on a local bank at [] or Demand Draft/Pay Order payable at [] in favour of the Bankers to the Issue, crossed
account payee only and marked [] -Rights Issue and send the same by registered post directly to the
Registrar to the Issue.
A non-resident Equity Shareholder, who is not an excluded U.S. Person as defined in Regulation S under the
U.S. Securities Act of 1933, as amended, (a U.S. Person), applying on a repatriation basis who has neither
received the original CAF nor is in a position to obtain the duplicate CAF may make an application to subscribe
to the Issue on plain paper, along with an Account Payee Cheque drawn on a local bank at Mumbai or Demand
Draft/Pay Order payable at Mumbai in favour of the Bankers to the Issue, crossed account payee only and
marked [
]-Rights Issue NR and send the same by registered post directly to the Registrar to the Issue.
The application on plain paper, duly signed by the applicants including joint holders, in the same order as per
specimen recorded with the Company, must reach the office of the Registrar to the Issue before the Issue
Closing Date and should contain the following particulars:

Name of Issuer, being Dish TV India Limited;

Name and address of the Equity Shareholder including joint holders;
Registered Folio Number/ DP and Client ID No.;
Number of Equity Shares held as on Record Date;
Number of Rights Equity Shares entitled;
Number of Rights Equity Shares applied for;
Number of additional Equity Shares applied for, if any;
Total number of Equity Shares applied for;
Total amount paid at the rate of Rs. [] per Equity Share;
Particulars of cheque/draft;
Savings/Current Account Number and name and address of the bank where the Equity Shareholder will
be depositing the refund order;
PAN, photocopy of the PAN card/ PAN communication / Form 60 / Form 61 declaration.
Include the representation in writing that "I/We understand that the Rights entitlements and the Equity
Shares have not been, and will not be, registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), or any United States state securities laws and may not be offered, sold,
resold or otherwise transferred within the United States or to, or for the account or benefit of, "U.S.
Persons" (as defined in Regulation S under the Securities Act (a "U.S. Person")), except in a transaction
exempt from the registration requirements of the U.S. Securities Act, and I/we confirm that I/we am/are
not a U.S. Person and am/are not applying for these Equity Shares for the account or benefit of a U.S.
Person. There are no restrictions under the laws of my/our local jurisdiction that prevent or prohibit
me/us from applying for the Equity Shares." In addition, residents of the European Economic Area
must confirm that "I/We satisfy the requirements relating to the EEA in the Draft Letter of Offer."; and
Signature of Equity Shareholders to appear in the same sequence and order as they appear in the
records of the Company.
Please note that those who are making the application otherwise than on original CAF shall not be entitled to
renounce their rights and should not utilize the original CAF for any purpose including renunciation even if it is
received subsequently. If the applicant violates any of these requirements, he/she shall face the risk of rejection
of both the applications as well as forfeiture of amounts remitted along with the applications.
For Applicants residing at places where the Bank collection centres have been opened, application forms
duly completed together with cash/ cheque/demand draft for the application money must be submitted
before the close of the subscription list to the Bankers to the Issue named herein or to any of its branches
mentioned on the reverse of the CAF. The CAF alongwith application money must not be sent to the
Company or the Lead Manager to the Issue or the Registrar to the Issue.
For Applicants residing at places other than the cities where the Bank collection centres have been
opened, application forms duly completed together with cash/ cheque/demand draft for the application
money net of bank charges for demand draft and postal charges must reach Registrar to the Issue before
the close of the subscription list.
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The Applicants are requested to strictly adhere to these instructions. Failure to do so could result in the
application being liable to be rejected with the Company, the Lead Manager and the Registrar not having
any liabilities to such Applicants.
Last date of Application
The last date for submission of the duly filled in CAF is []. The Board or any committee thereof will have the
right to extend the said date for such period as it may determine from time to time but not exceeding 60 (sixty)
days from the Issue Opening Date.
If the CAF together with the amount payable is not received by the Banker to the Issue/ Registrar to the Issue, as
the case may be, on or before the close of banking hours on the aforesaid last date or such date as may be
extended by the Board/ Issue Committee, the offer contained in this Draft Letter of Offer shall be deemed to
have been declined and the Board/ Issue Committee shall be at liberty to dispose off the Equity Shares hereby
offered, as provided under the section titled Basis of Allotment.
INVESTORS MAY PLEASE NOTE THAT THE EQUITY SHARES OF THE COMPANY CAN BE
TRADED ON THE STOCK EXCHANGES ONLY IN DEMATERIALIZED FORM.
Basis of Allotment
Subject to the provisions contained in this Draft Letter of Offer, the Articles of Association of the Company and
the approval of the Designated Stock Exchange, the Board will proceed to allot the Equity Shares in the
following order of priority:
(a)
Full allotment to those Equity Shareholders who have applied for their Rights Entitlement either in full
or in part and also to the Renouncee(s) who has / have applied for Equity Shares renounced in their
favour, in full or in part.
(b)
If the shareholding of any of the Equity Shareholders is less than [] or is not in multiples of [], then
the fractional entitlement of such holders for Equity Shares shall be ignored. Shareholders whose
fractional entitlements are being ignored would be considered for allotment of one additional Equity
Share each if they apply for additional Equity Share(s). Allotment under this head shall be considered if
there are any un-subscribed Equity Shares after allotment under (a) above. If number of Equity Shares
required for allotment under for this head are more than number of Equity Shares available after
allotment under (a) above, the allotment would be made on a fair and equitable basis in consultation
with the Designated Stock Exchange. (For further details please see the section titled Terms of the
Issue Fractional Entitlements on page 290 of this Draft Letter of Offer.
(c)
Allotment to the Equity Shareholders who having applied for all the Equity Shares offered to them as
part of the Issue and have also applied for additional Equity Shares. The Allotment of such additional
Equity Shares will be made as far as possible on an equitable basis having due regard to the number of
Equity Shares held by them on the Record Date, provided there is an under-subscribed portion after
making full Allotment in (a) and (b) above. The Allotment of such Equity Shares will be at the sole
discretion of the Board/Issue Committee in consultation with the Designated Stock Exchange, as a part
of the Issue and not preferential allotment.
(d)
Allotment to the Renouncees who having applied for the Equity Shares renounced in their favour have
also applied for additional Equity Shares, provided there is an under-subscribed portion after making
full Allotment in (a), (b) and (c) above. The Allotment of such additional Equity Shares will be made
on a proportionate basis at the sole discretion of the Board/ Issue Committee but in consultation with
the Designated Stock Exchange, as a part of the Issue and not as a preferential allotment.
(e)
Allotment to any other person as the Board may in its absolute discretion deem fit provided there is
surplus available after making full Allotment under (a), (b), (c), and (d) above
After taking into account Allotment to be made under (a) and (b) above, if there is any unsubscribed portion, the
same shall be deemed to be unsubscribed for the purpose of regulation 3(1)(b)(ii) of the Takeover Code which
would be available for allocation under (c), (d) and (e) above. After considering the above Allotment, any
additional Equity Shares shall be disposed off by the Board or Issue Committee authorised in this behalf by the
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Board of Directors of the Company, in such manner as they think most beneficial to the Company and the
decision of the Board or Issue Committee in this regard shall be final and binding. In the event of
oversubscription, Allotment will be made within the overall size of the issue.
Allotment to promoters of any unsubscribed portion, over and above their entitlement shall be done in
compliance with Clause 40A of the Listing Agreement and the other applicable laws prevailing at that time.
The Company expects to complete the allotment of Equity Shares within a period of 42 days from the date of
closure of the Issue in accordance with the listing agreement with the BSE, NSE and CSE. The Company shall
retain no oversubscription.
Underwriting
The present rights issue is not underwritten.
Allotment / Refund
The Company will issue and dispatch letters of allotment/ share certificates/ demat credit and/or letters of regret
along with refund order or credit the allotted securities to the respective beneficiary accounts, if any, within a
period of 42 days from the date of closure of the Issue. If such money is not repaid within eight days from the
day the Company becomes liable to pay it, the Company shall pay that money with interest as stipulated under
Section 73 of the Companies Act.
Applicants residing at 68 centers where clearing houses are managed by the Reserve Bank of India (RBI), will
get refunds through ECS only (Electronic Clearing Service) except where Applicants are otherwise disclosed as
applicable/eligible to get refunds through direct credit and RTGS.
In case of those Applicants who have opted to receive their Rights Entitlement in dematerialized form using
electronic credit under the depository system, and advise regarding their credit of the Equity Shares shall be
given separately. Applicants to whom refunds are made through electronic transfer of funds will be sent a letter
through ordinary post intimating them about the mode of credit of refund within 42 working days of closure of
Issue.
In case of those Applicants who have opted to receive their Rights Entitlement in physical form and the
Company issues Letter of Allotment, the corresponding share certificates will be kept ready within three months
from the date of allotment thereof or such extended time as may be approved by the Companies Law Board
under Section 113 of the Companies Act or other applicable provisions, if any. Allottees are requested to
preserve such letters of allotment, which would be exchanged later for the sahre certificates. For more
information please refer to the section titled Letters of Allotment/ Share Certificates/Demat Credit on page 300
of this Draft Letter of Offer.
The letter of allotment / refund order exceeding Rs.1,500 would be sent by registered post/speed post to the
sole/first Applicant's registered address. Refund orders up to the value of Rs.1,500 would be sent under
certificate of posting. Such refund orders would be payable at par at all places where the applications were
originally accepted. The same would be marked Account Payee only and would be drawn in favour of the
sole/first Applicant. Adequate funds would be made available to the Registrar to the Issue for this purpose.
Payment of Refund
Mode of making refunds
The payment of refund, if any, would be done through any of the following modes:
1.
ECS Payment of refund would be done through ECS for applicants having an account at any of the
following fifteen centres: Ahmedabad, Bangalore, Bhubaneshwar, Kolkata, Chandigarh, Chennai,
Guwahati, Hyderabad, Jaipur, Kanpur, Mumbai, Nagpur, New Delhi, Patna and Thiruvananthapuram.
This mode of payment of refunds would be subject to availability of complete bank account details
including the MICR code as appearing on a cheque leaf, from the Depositories. The payment of refunds
is mandatory for applicants having a bank account at any of the abovementioned fifteen centres, except
where the applicant, being eligible, opts to receive refund through NEFT, direct credit or RTGS.
299
2.
NEFT (National Electronic Fund Transfer) Payment of refund shall be undertaken through NEFT
wherever the applicants bank has been assigned the Indian Financial System Code (IFSC), which can
be linked to a Magnetic Ink Character Recognition (MICR), if any, available to that particular bank
branch. IFSC Code will be obtained from the website of RBI as on a date immediately prior to the date
of payment of refund, duly mapped with MICR numbers. Wherever the applicants have registered their
nine digit MICR number and their bank account number while opening and operating the demat
account, the same will be duly mapped with the IFSC Code of that particular bank branch and the
payment of refund will be made to the applicants through this method.
3.
Direct Credit Applicants having bank accounts with the Refund Banker(s), in this case being, []
shall be eligible to receive refunds through direct credit. Charges, if any, levied by the Refund Bank(s)
for the same would be borne by the Company.
4.
RTGS Applicants having a bank account at any of the abovementioned fifteen centres and whose
refund amount exceeds Rs. 10 lakhs, have the option to receive refund through RTGS. Such eligible
applicants who indicate their preference to receive refund through RTGS are required to provide the
IFSC code in the Bid-cum-application Form. In the event the same is not provided, refund shall be
made through ECS. Charges, if any, levied by the Refund Bank(s) for the same would be borne by the
Company. Charges, if any, levied by the applicants bank receiving the credit would be borne by the
applicant.
5.
For all other applicants, including those who have not updated their bank particulars with the MICR
code, the refund orders will be despatched under certificate of posting for value up to Rs. 1,500 and
through Speed Post/ Registered Post for refund orders of Rs. 1,500 and above. Such refunds will be
made by cheques, pay orders or demand drafts drawn on the [] and payable at par.
Letters of Allotment / Share Certificates / Demat Credit

Letter(s) of allotment/ share certificates/ demat credit or letters of regret will be dispatched to the registered
address of the first named applicant or respective beneficiary accounts will be credited within 6 (six) weeks,
from the date of closure of the subscription list. In case the Company issues letters of allotment, the relative
share certificates will be dispatched within three months from the date of allotment. Allottees are requested to
preserve such letters of allotment (if any) to be exchanged later for share certificates. Export of letters of
allotment (if any)/ share certificates/ demat credit to non-resident allottees will be subject to the approval of
RBI.
Option to receive Equity Shares in Dematerialized Form
Applicants to the Equity Shares of the Company issued through this Issue shall be allotted the securities in
dematerialised (electronic) form at the option of the applicant. The Company signed a tripartite agreement with
National Securities Depository Limited (NSDL) on February 15, 2007 and with Central Depository Services
(India) Limited (CDSL) and the Registrar to the Issue on March 13, 2007 which enables the Investors to hold
and trade in securities in a dematerialised form, instead of holding the securities in the form of physical
certificates.
In this Issue, the Allottees who have opted for Equity Shares in dematerialised form will receive their Equity
Shares in the form of an electronic credit to their beneficiary account with a depository participant. Investor will
have to give the relevant particulars for this purpose in the appropriate place in the CAF. Applications, which do
not accurately contain this information, will be given the securities in physical form. No separate applications
for securities in physical and/or dematerialized form should be made. If such applications are made, the
application for physical securities will be treated as multiple applications and is liable to be rejected. In case of
partial allotment, allotment will be done in demat option for the shares sought in demat and balance, if any, may
be allotted in physical shares.
The Equity Shares of the Company will be listed on the BSE, NSE and the CSE.
Procedure for availing the facility for Allotment of Equity Shares in this Issue in the electronic form is as under:
300
1.
Open a beneficiary account with any depository participant (care should be taken that the beneficiary
account should carry the name of the holder in the same manner as is exhibited in the records of the
Company. In the case of joint holding, the beneficiary account should be opened carrying the names of
the holders in the same order as with the Company). In case of investors having various folios in the
Company with different joint holders, the investors will have to open separate accounts for such
holdings. Those Equity Shareholders who have already opened such beneficiary account(s) need not
adhere to this step.
2.
For Equity Shareholders already holding Equity Shares of the Company in dematerialized form as on
the Record Date, the beneficial account number shall be printed on the CAF. For those who open
accounts later or those who change their accounts and wish to receive their Equity Shares pursuant to
this Issue by way of credit to such account, the necessary details of their beneficiary account should be
filled in the space provided in the CAF. It may be noted that the Allotment of Equity Shares arising out
of this Issue may be made in dematerialized form even if the original Equity Shares of the Company
are not dematerialized. Nonetheless, it should be ensured that the depository account is in the name(s)
of the Equity Shareholders and the names are in the same order as in the records of the Company.
3.
Responsibility for correctness of information (including Applicants age and other details) filled in the
CAF vis--vis such information with the Applicants depository participant, would rest with the
Applicant. Applicants should ensure that the names of the Applicants and the order in which they
appear in CAF should be the same as registered with the Applicants depository participant.
4.
Applicants must necessarily fill in the details (including the beneficiary account number or client ID
number) appearing in the CAF under the heading Request for Shares in Electronic Form.
5.
Equity Share/Warrants allotted to an Applicant in the electronic account form will be credited directly
to the Applicants respective beneficiary account(s) with depository participant.
6.
Applicants should ensure that the names of the Applicants and the order in which they appear in the
CAF should be the same as registered with the Applicants depository participant.
7.
Non-transferable allotment advice/refund orders will be directly sent to the Applicant by the Registrar
to this Issue.
8.
If incomplete/incorrect details are given under the heading Request for Shares in Electronic Form in
the CAF, the Applicant will get Equity Shares in physical form.
9.
Renouncees can also exercise the option to receive Equity Shares in the demat form by indicating in the
relevant asset and providing the necessary details about their beneficiary account.
10.
It may be noted that Equity Share arising out of this Issue can be received in demat form even if the
existing Equity Shares are held in physical form. Nonetheless, it should be ensured that the depository
participant account is in the name of the Applicant(s) in the same order as per specimen signatures
appearing in the records of the depository participant/Company.
11.
It may be noted that Equity Shares in electronic form can be traded only on the Stock Exchanges
having electronic connectivity with NSDL or CDSL.
12.
Dividend or other benefits with respect to the Equity Shares held in dematerialised form would be paid
to those Equity Shareholders whose names appear in the list of beneficial owners given by the
depository participant to the Company as on the date of the book closure.
13.
If incomplete / incorrect beneficiary account details are given in the CAF the Applicant will get Equity
Shares in physical form.
14.
The Equity Shares pursuant to this Issue allotted to investors opting for dematerialized form would be
directly credited to the beneficiary account as given in the CAF after verification. Allotment advice,
refund order (if any) would be sent directly to the Applicant by the Registrar to the Issue but the
Applicants depository participant will provide to him the confirmation of the credit of such Equity
Shares to the Applicants depository account.
301
15.
Renouncees will also have to provide the necessary details about their beneficiary account for
Allotment in this Issue. In case these details are incomplete or incorrect, the Renouncees will get
Equity Shares in physical form.
UNIQUE IDENTIFICATION NUMBER - MAPIN

Unique Identification Number (UIN)
With effect from July 1, 2005, SEBI had decided to suspend all fresh registrations for obtaining UIN and the
requirement to contain/quote UIN under the SEBI MAPIN Regulations/Circulars vide its circular MAPIN/Cir13/2005. However, in a press release dated December 30, 2005, SEBI has approved certain policy decisions
and has now decided to resume registrations for obtaining UINs in a phased manner. The press release states
that the cut off limit for obtaining UIN has been raised from the existing limit of trade order value of Rs.100,000
to Rs. 500,000 or more. The limit will be reduced progressively. For trade order value of less than Rs. 500,000
an option will be available to investors to obtain either the PAN or UIN. These changes are, however, not
effective as of the date of this Draft Letter of Offer and SEBI has stated in the press release that the changes will
be implemented only after necessary amendments are made to the SEBI MAPIN Regulations.
General instructions for applicants
(a)
Please read the instructions printed on the enclosed CAF carefully.
(b)
Application should be made on the printed CAF, provided by the Company and should be completed in
all respects. The CAF found incomplete with regard to any of the particulars required to be given
therein, and / or which are not completed in conformity with the terms of this Draft Letter of Offer are
liable to be rejected and the money paid, if any, in respect thereof will be refunded without interest and
after deduction of bank commission and other charges, if any. The CAF must be filled in English and
the names of all the applicants, details of occupation, address, fathers / husbands name must be filled
in block letters.
(c)
The CAF together with cheque / demand draft should be sent to the Bankers to the Issue / Collecting
Bank or to the Registrar to the Issue, as the case may be, and not to the Company and the Lead
Manager to the Issue. Applicants residing at places other than cities where the branches of the Bankers
to the Issue have been authorised by the Company for collecting applications, will have to make
payment by Account Payee Cheque drawn on a local bank at Mumbai or Demand Draft/Pay Order
payable at Mumbai in favour of the Bankers to the Issue, crossed account payee only and marked [
]-Rights Issue and send their application forms to the Registrar to the Issue by registered post. If any
portion of the CAF is / are detached or separated, such application is liable to be rejected.
(d)
Each of the applicants, should mention his/ her PAN allotted under the IT Act along with the
application for the purpose of verification of the number. CAFs without this PAN details will be
considered incomplete and are liable to be rejected.
(e)
Applicants are advised to provide information as to their savings/current account number, 9 digit MICR
number and the name of the Bank, branch with whom such account is held in the CAF to enable the
Registrar to the Issue to print the said details in the refund orders, if any, after the names of the payees.
(f)
The payment against the application should not be effected in cash if the amount to be paid is Rs.
20,000 or more. In case payment is effected in contravention of this, the application may be deemed
invalid and the application money will be refunded and no interest will be paid thereon. Payment
against the application if made in cash, subject to conditions as mentioned above, should be made only
to the Bankers to the Issue.
(g)
Signatures should be either in English, Hindi or Gujarati or in any other language specified in the
Eighth Schedule to the Constitution of India. Signatures other than in English or Hindi and thumb
impression must be attested by a Notary Public or a Special Executive Magistrate under his/ her official
seal. The Equity Shareholders must sign the CAF as per the specimen signature recorded with the
Company.
302
(h)
In case of an application under power of attorney or by a body corporate or by a society, a certified true
copy of the relevant power of attorney or relevant resolution or authority to the signatory to make the
relevant investment under this Offer and to sign the application and a copy of the Memorandum and
Articles of Association and / or bye laws of such body corporate or society must be lodged with the
Registrar to the Issue giving reference of the serial number of the CAF. In case these papers are sent to
any other entity besides the Registrar to the Issue or are sent after the Issue Closing Date, then the
application is liable to be rejected.
(i)
In case of joint holders, all joint holders must sign the relevant part of the CAF in the same order and as
per the specimen signature(s) recorded with the Company. Further, in case of joint applicants who are
renouncees, the number of applicants should not exceed three. In case of joint applicants, reference, if
any, will be made in the first applicants name and all communication will be addressed to the first
applicant.
(j)
Application(s) received from Non-Resident / NRIs, or persons of Indian origin residing abroad for
allotment of Equity Shares shall, inter alia, be subject to conditions, as may be imposed from time to
time by the RBI under FEMA in the matter of refund of application money, allotment of Equity Shares,
subsequent issue and allotment of Equity Shares, interest, export of share certificates, etc. In case a
Non-Resident or NRI Equity Shareholder has specific approval from the RBI, in connection with his
shareholding, he should enclose a copy of such approval with the CAF.
(k)
All communication in connection with application for the Equity Shares, including any change in
address of the Equity Shareholders should be addressed to the Registrar to the Issue prior to the
Allotment Date quoting the name of the first / sole applicant Equity Shareholder, folio numbers and
CAF number. Please note that any intimation for change of address of Equity Shareholders, after the
Allotment Date, should be sent to the Registrar and Transfer Agents of the Company, Sharepro
Services (India) Private Limited in the case of Equity Shares held in physical form and to the respective
depository participant, in case of Equity Shares held in dematerialized form.
(l)
Split forms cannot be re-split.
(m)
Only the person or persons to whom Equity Shares have been offered and not renouncee(s) shall be
entitled to obtain split forms.
(n)
Applicants must write their CAF number at the back of the cheque / demand draft.
(o)
Only one mode of payment per application should be used. The payment must be either in cash or by
cheque / demand draft drawn on any of the banks, including a co-operative bank, which is situated at
and is a member or a sub member of the Bankers Clearing House located at the centre indicated on the
reverse of the CAF where the application is to be submitted.
(p)
A separate cheque / draft must accompany each CAF. Outstation cheques / demand drafts or post-dated
cheques and postal / money orders will not be accepted and applications accompanied by such cheques
/ demand drafts / money orders or postal orders will be rejected. The Registrar will not accept payment
against application if made in cash. (For payment against application in cash please refer point (f)
above)
(q)
No receipt will be issued for application money received. The Bankers to the Issue / Collecting Bank /
Registrar will acknowledge receipt of the same by stamping and returning the acknowledgment slip at
the bottom of the CAF.
Grounds For Technical Rejections

Applicants are advised to note that applications are liable to be rejected on technical grounds, including the
following:

Amount paid does not tally with the amount payable for;
Bank account details (for refund) are not given;
Age of First Applicant not given;
PAN details not given;
303

In case of Application under power of attorney or by limited companies, corporate, trust, etc., relevant
documents are not submitted;
If the signature of the existing shareholder does not match with the one given on the Application Form
and for renouncees if the signature does not match with the records available with their depositories;
If the Applicant desires to have Equity Shares in electronic form, but the Application Form does not
have the Applicants depository account details;
Application Forms are not submitted by the Applicants within the time prescribed as per the
Application Form and the Draft Letter of Offer;
Applications not duly signed by the sole/joint Applicants;
Applications by OCBs unless accompanied by specific approval from the RBI permitting the OCBs to
invest in the Issue;
Applications accompanied by Stockinvest;
In case no corresponding record is available with the Depositories that matches three parameters,
namely, names of the Applicants (including the order of names of joint holders), the Depositary
Participants identity (DP ID) and the beneficiarys identity;
Applications by persons in United States of America;
Applications which have evidence of being dispatched from United States of America;
Applications by ineligible Non-residents (including on account of restriction or prohibition under
applicable local laws) and where last available address in India has not been provided;
Multiple Applications; and
Duplicate Applications.
Mode of payment for Resident Equity Shareholders/ Applicants

Applicants who are resident in centers with the bank collection centres shall draw cheques / drafts
accompanying the CAF in favour of the Bankers to the Issue, crossed account payee only and marked
[
]-Rights Issue.
Applicants residing at places other than places where the bank collection centres have been opened by
the Company for collecting applications, are requested to send their applications together with Demand
Draft/Pay Order payable at Mumbai in favour of the Bankers to the Issue, crossed account payee only
and marked [
]-Rights Issue directly to the Registrar to the Issue by registered post so as to reach
them on or before the Issue Closing Date. The Company or the Registrar to the Issue will not be
responsible for postal delays or loss of applications in transit, if any.
Mode of payment for Non-Resident Equity Shareholders/ Applicants

As regards the application by non-resident equity shareholders, the following further conditions shall apply:
Payment by non-residents must be made by demand draft payable at []/ cheque payable drawn on a bank
account maintained at [] or funds remitted from abroad in any of the following ways:
Application with repatriation benefits

By Indian Rupee drafts purchased from abroad and payable at Mumbai or funds remitted from abroad
(submitted along with Foreign Inward Remittance Certificate); or
By cheque / draft on a Non-Resident External Account (NRE) or FCNR Account maintained in
Mumbai; or
By Rupee draft purchased by debit to NRE/ FCNR Account maintained elsewhere in India and payable
in Mumbai; or FIIs registered with SEBI must remit funds from special non-resident rupee deposit
account.
Non-resident investors applying with repatriation benefits should draw cheques/drafts in favour of the
Bankers to the Issue and marked [
]-Rights Issue NR payable at Mumbai and must be crossed
account payee only for the full application amount
Application without repatriation benefits

As far as non-residents holding shares on non-repatriation basis is concerned, in addition to the modes specified
above, payment may also be made by way of cheque drawn on Non-Resident (Ordinary) Account maintained in
Mumbai or Rupee Draft purchased out of NRO Account maintained elsewhere in India but payable at Mumbai.
In such cases, the Allotment of Equity Shares will be on non-repatriation basis.
304
All cheques/drafts submitted by non-residents applying on a non-repatriation basis should be drawn in favour of
the Bankers to the Issue and marked [
]-Rights Issue payable at Mumbai and must be crossed account
payee only for the full application amount. The CAF duly completed together with the amount payable on
application must be deposited with the Collecting Bank indicated on the reverse of the CAF before the close of
banking hours on or before the Issue Closing Date. A separate cheque or bank draft must accompany each CAF.
Applicants may note that where payment is made by drafts purchased from NRE/ FCNR/ NRO accounts as the
case may be, an Account Debit Certificate from the bank issuing the draft confirming that the draft has been
issued by debiting the NRE/ FCNR/ NRO account should be enclosed with the CAF. Otherwise the application
shall be considered incomplete and is liable to be rejected.
New demat account shall be opened for holders who have had a change in status from resident Indian to NRI.
Note:

In case where repatriation benefit is available, interest, dividend, sales proceeds derived from the
investment in Equity Shares can be remitted outside India, subject to tax, as applicable according to IT
Act.
In case Equity Shares are allotted on non-repatriation basis, the dividend and sale proceeds of the
Equity Shares cannot be remitted outside India.
The CAF duly completed together with the amount payable on application must be deposited with the
Collecting Bank indicated on the reverse of the CAF before the close of banking hours on or before the
Issue Closing Date. A separate cheque or bank draft must accompany each CAF.
In case of an application received from non-residents, Allotment, refunds and other distribution, if any, will be
made in accordance with the guidelines/ rules prescribed by RBI as applicable at the time of making such
Allotment, remittance and subject to necessary approvals.
Payment by Stockinvest
In terms of RBI Circular DBOD No. FSC BC 42/24.47.00/2003-04 dated November 5, 2003, the Stockinvest
scheme has been withdrawn with immediate effect. Hence, payment through Stockinvest would not be accepted
in this Issue.
Disposal of application and application money
No acknowledgment will be issued for the application moneys received by the Company. However, the Bankers
to the Issue / Registrar to the Issue receiving the CAF will acknowledge its receipt by stamping and returning
the acknowledgment slip at the bottom of each CAF.
The Board reserves its full, unqualified and absolute right to accept or reject any application, in whole or in part,
and in either case without assigning any reason thereto.
In case an application is rejected in full, the whole of the application money received will be refunded.
Wherever an application is rejected in part, the balance of application money, if any, after adjusting any money
due on Equity Shares allotted, will be refunded to the applicant within six weeks from the close of the Issue.
For further instruction, please read the Composite Application Form (CAF) carefully.
Important

Please read the Draft Letter of Offer carefully before taking any action. The instructions contained in
the accompanying CAF are an integral part of the conditions of the Draft Letter of Offer and must be
carefully followed; otherwise the application is liable to be rejected.
All enquiries in connection with the Draft Letter of Offer or accompanying CAF and requests for Split
Application Forms must be addressed (quoting the Registered Folio Number/ DP and Client ID
number, the CAF number and the name of the first Equity Shareholder as mentioned on the CAF and
superscribed [
]-Rights Issue on the envelope) to the Registrar to the Issue at the following
address:
305

Mumbai 400 099, India.
The Issue will be kept open for 30 days unless extended, in which case it will be kept open for a maximum of 60
days.
306
MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION

Pursuant to Schedule II of the Companies Act and the SEBI Guidelines, the main provisions of the Articles of
Association relating to voting rights, dividend, lien, forfeiture, restrictions on transfer and transmission of
Equity Shares or debentures and/or on their consolidation/splitting are detailed below. Please note that each
provision herein below is numbered as per the corresponding article number in the Articles of Association and
capitalized/defined terms herein have the same meaning given to them in the Articles of Association.
CAPITAL AND SHARES
3 (a)
3(b)
The Authorized Share Capital of the Company shall be as given in Memorandum of Association of the
company.
Subject to the provisions of Section 81 of the Act and these Articles, the shares Allotment of shares
in the capital of the company for the time being shall be under the control of the
Directors who may issue, allot or otherwise dispose of the same or any of them to
such persons, in such proportion and on such terms and conditions and either at a
premium or at par or (subject to the compliance with the provision of Section 79 of
the Act) at a discount and at such time as they may from time to time think fit and
with the sanction of the company in the General Meeting to give to any person or
persons the option or right to call for any shares either at par or premium during such
time and for such consideration as the Directors think fit, and may issue and allot
shares in the capital of the company on payment in full or part of any property sold
and transferred or for
any services rendered to the company in the conduct of its
business and any shares which may so be allotted may be issued as fully paid up
shares and if so issued, shall be deemed to be fully paid shares. Provided that option
or right to call of shares shall not be given to any person or persons without the
sanction of the company in the General Meeting.
7.
Subject to the provisions of the Section 80 of the Act, the Company may issue
Preference Shares which are, or at the option of the company are liable to be
redeemed or to be redeemed on such terms and in such manner as the company may
determine.
Redeemable
preference shares
11.
The certificate to title of shares and duplicates thereof when necessary shall be issued
under the Seal of the Company in accordance, with the provisions of Section 84 of the
Act and the rules prescribed by the Central Government for the said purposes as in
force from time to time.
Certificate
12.
Every member shall be entitled to one Certificate for the all the shares registered in
his name or, if the Directors so approve to several certificate each for one or more of
such shares.
Provided however that no share certificate(s) shall be issued in respect of the shares
held in Depository
Members
certificate
13.
The Certificate of shares registered in the name of two or more persons shall be
delivered to the person first named on the Register
To which of joint
holder certificate to
be issued
SHARE CERTIFICATES
right
to
The provisions of this Article shall mutatis mutandis apply to debentures of the
Company.
CALLS
15.
The Directors may, from time to time subject to the terms on which any shares may
have been issued, and subject to section 91 of the Act, make such calls as they think
fit upon the members in respect of all moneys unpaid on the shares held by them
respectively, and not by the conditions of allotment thereof made payable at fixed
times, and each member shall pay the amount of every call so made on him to the
person and at the time and place appointed by the Directors. A call may be made
payable by installments, and shall be deemed to have been made at the time, when the
resolution of the Directors authorizing such call was passed.
Calls
16.
If the sum payable in respect of any call or installment are not paid on or before the
day appointed for payment thereof, the holder for the time being of the share in
respect of which the call shall have been made for the installment shall be due, shall
When interest on a
call or installment
payable
307
pay interest for the same at from the day appointed for the payment thereof to the time
of the actual payment at such rate as the Directors may determine. The Directors shall
be at liberty to waive payment of any such interest wholly or in part
19
The Directors may, if they think fit, subject to the provisions of Section 92 of the
Act, agree to and receive from any member willing to advance the same whole or
any part of the moneys due upon the shares held by him beyond the sums actually
called for, and upon the amount so paid or satisfied in advance, or so much thereof
as from time to time exceeds the amount of the calls then made upon the shares in
respect of which such advance has been made, the company may pay interest at
such rate, to the member paying such sum in advance and the Directors agree
upon provided that money paid in advance of calls shall not confer a right to
participate in profits or dividend. The Directors may at any time repay the amount so
advanced.
Payment of call in
advance
The members shall not be entitled to any voting rights in respect of the moneys so
paid by him until the same would but for such payment, become presently
payable.
The provisions of these Articles shall mutatis mutandis apply to the calls on
debentures of the Company.
20.
A call may be revoked or postponed at the discretion of the Directors
Revocation of call
21.
If any member fails to pay the whole or any part of any call or installment or any
money due in respect of any shares either by way of principal or interests on or,
before the day appointed for the payment of the same or any extension thereof as
aforesaid, the Directors may at any time thereafter during such time as the call or
installment remains unpaid or decree remains unsatisfied serve a notice on such
member, or on the person (if any) entitled to share by transmission, requiring him to
pay, such call or installment or such part thereof or other moneys as remains unpaid
together with any interest that may have accrued and all expenses (legal or otherwise)
that may have accrued/incurred by the Company by reason of such non-payment.
If call or installment
not paid, notice may
be given
22.
If the requisitions of any such notice shall not be complied with, every or any share in
respect of which the notice is given, may at any time thereafter, before payment of all
calls or installments, interest and expenses due in respect thereof, be forfeited by a
resolution of the Directors to that effect. Such forfeiture shall include dividend
declared in respect of the forfeited shares and not actually paid before the forfeiture.
In default of payment
shares
may
be
forfeited
23.
When any share is declared to be forfeited, notice of forfeiture shall be given to the
member in whose name it stood immediately prior to forfeiture and an entry of the
forfeiture with the date thereof, shall forthwith be made in the Register but no
forfeiture shall be in any manner invalidated by any omission or neglect to give such
notice or to make any such entry as aforesaid.
Notices of forfeiture
to member and
24.
Every share so forfeited as aforesaid shall thereupon be the property of the Company
and may be sold, re-allotted or otherwise disposed of either to the original holder
thereof or to any other person upon such terms and in such manner as the Board shall
think fit
Forfeited share
25.
The Directors may any time before any share so forfeited shall have been sold, reallotted or otherwise disposed of, annul the forfeiture thereof upon such conditions as
they may think fit.
Power
to
forfeiture
28.
The Directors may at any time, subject to the provisions of the Act, accept the
surrender of any share from or by member desirous of surrendering on such terms as
the Directors may think fit.
The Company shall have a first and paramount lien upon all the shares/debentures
(other than fully paid up shares/debentures) registered in the name of each member
(whether solely or Jointly with others) and upon the proceeds of sale thereon for all
moneys (whether presently payable or not) called or payable at a fixed time in respect
of such shares /debentures and no equitable interest in any share/debenture shall be
created except upon the footing and condition that this article will have full effect.
Directors may accept

surrender of shares
FORFEITURE, SURRENDER AND LIEN
29.
308
annul
Companys lien on
share / debentures
Any such lien shall extend to all dividends and bonus from time to time declared in
respect of such shares/debentures. Unless otherwise agreed the registration of a
transfer of shares/debentures shall operate as a waiver of the Companys lien, if any,
on such shares/debentures. The directors may at any time declare any
shares/debentures wholly or in part to be exempt from the provisions of this clause.
TRANSFER AND TRANSMISSION OF SHARES

30.
The Instrument of transfer shall be in writing and all the provisions of Section 108 of
the Companies Act and of any statutory modification thereof for the time being, shall
be duly complied with, in respect of all transfer of shares and the registration thereof.
Form of transfer
32.
The company shall cause to be kept a Register and Index of Members in accordance
with all applicable provisions of the Companies Act, 1956 and the Depositories Act,
1996 with details of shares held in material and dematerialized forms in any media as
may be permitted by law including in any form of electronic media. The company
shall be entitled to keep in any state or country outside India a branch Register of
Members Resident in that state or country
Company to maintain
register and index of
members
34.
Save as herein otherwise provided, the company shall be entitled to treat the person
whose name appears on the Register of Member as the holder of any share or whose
name appears as the beneficial owner of shares in the records of the depository, as the
absolute owner thereof & accordingly shall not except as ordered by a court of
competent jurisdiction or as by law required, be found to recognize any benami trust
or equity or equitable, contingent, future or partial or other claim or claims or right to
or interest in such share on the part of any other person whether or not it shall have
express or implied notice thereof.
No notice of any trust express, implied or constructive shall be entered in the Register
of Members or of debenture holders.
To treat the person as

holders of shares
whose name appears
in the register of
members
35.
The company shall be entitled to dematerialize its existing shares, debentures and
other securities & rematerialise its shares, debentures and other securities in a
dematerialized form pursuant to the Depositories Act, 1996 and the rules framed
thereby if any.
Company
to
dematerialize
its
shares, debentures etc.
36.
Subject to the provisions of Section 111 of the Companies Act, 1956 or any statutory
modifications of the said provisions for the time being in force, the directors may, at
their own absolute and uncontrolled discretion and without assigning any reason,
decline to register or acknowledge any transfer of shares and in particular may so
decline in any case in which the company has lien upon the shares or any of them
whilst any money in respect of the shares desired to be transferred or any of them
remain unpaid or unless the transfer is approved by the directors and such refusal shall
not be affected by the fact that the proposed transferee is already a member. The
registration of a transfer shall be conclusive evidence of the approval of the director of
the transfer. Registration of a transfer shall not be refused on the ground of the
transferor being either alone or jointly with any other person or persons indebted to
the company on any account whatsoever, except when the company has a lien on the
shares. Transfer of shares / debentures in whatever lot shall not be refused subject to
the provisions of the act and these articles.
Directors may refuse

to register transfer
37.
If the Company refuse to register the transfer of any share or transmission of any right
therein, company within one month from the date on which the instrument of transfer
or intimation of transmission was lodged with the Company, shall send notice of
refusal to the transferee and the transferor or to the person giving intimation of the
transmission, as the case may be, and thereupon the previsions of Section 111 of the
Act or any statutory modification of the provisions for the time being in force shall
apply.
Notice of refusal to be
given to transferor and
transferee
40.
Subject to the provisions of the Act and these Articles any person becoming entitled
to a share in consequence of the death, bankruptcy or insolvency of any member or by
any lawful means other than by a transfer in accordance with these presents, may
with the consent of the Directors (which they shall not be under any obligation to
give) upon producing such evidence that he sustains the character in respect of which
he proposes to act under these clauses, or of his title, as the Board may think sufficient
and upon giving such indemnity as the Directors may require either be registered
himself as the holder of the shares or elect to have some person nominated by him and
Registration of person
entitle
to
shares
otherwise than by
transfer (transmission
clause)
309
approved by the Board, registered as such holder provided nevertheless, that if such
person shall elect to have his nominee registered, he shall testify the election by
execution, to his nominee of instrument of transfer of the shares in accordance with
the provision herein contained, and until he does so, he shall not be free from any
liability in respect of the share. This clause is herein referred to the Transmission
Clause.
41.
The company shall keep a book to be called Register of Transfer and therein shall
be fairly and distinctly entered particulars of every transfer or transmission of any
shares held in material form.
Register of transfer
43.
Subject to the provisions of the Act and these Articles, the Directors shall have the
same right to refuse to register a person entitled by transmission to any shares or his
nominee as if the transferee, named in an ordinary transfer presented for registration.
Refusal to register
transmission of shares
45.
The Company will not make any charge for:i. Registration of transfer/transmission of its shares and debentures.
ii. Subdivision and consolidation of shares and debenture certificates and
subdivision of letters of Allotment and split, consolidation or Renewal and
Pucca Transfer Receipts into denominations corresponding to the market
units of trading
iii. Subdivision of renouncable Letters of Rights
iv. Registration of any power of attorney, probate, succession certificate and
letter of administration, certificate of death or marriage or similar other
documents
Fee on transfer or
transmission
INCREASE, REDUCTION AND ALTERATION IN AUTHORISED, ISSUED AND

SUBSCRIBED CAPITAL
47.
The Company may from time to time in general meeting by ordinary resolution alter
the conditions of its memorandum by increase of authorized share capital by creation
of new shares of such amount as it thinks expedient.
Increase of authorized
share capital
49.
The Company may (subject to the provisions of Sections 100 to 105 of the Act) from
time to time by special resolution reduce its share capital or any Capital Redemption
Reserve Account or Shares Premium Account in any way authorized by law and in
particular may pay off any paid up share capital upon the footing that it may be called
up again, or otherwise, and may, if and as far as is necessary, alter its Memorandum
by reducing the amount of its share capital and of its shares accordingly.
Reduction of capital
50.
The Company may in general meeting alter the conditions of Memorandum as

follows:
a) Consolidate and divide all or any of its share capital into share of larger
amount than its existing shares.
b) Sub-divide its shares or any of them into shares of smaller amount than
originally fixed by the Memorandum, subject nevertheless to the provision
of the Act and of these Articles.
c) Cancel shares, which at the date of the passing of the resolution in that
behalf have not been taken or agreed to be taken by any person and
diminish the amount of its share capital by the amount of the shares so
cancelled.
d) Convert all or any of its fully paid up shares into stock, and reconvert that
stock into fully paid up shares of any denomination.
Consolidation,
division
and
division
JOINT HOLDERS
51.
Where two or more persons are registered as the holder of any shares, they shall be
deemed to hold the same as joint tenants with benefits of survivorship subject to the
following and other provisions contained in these Articles:
a) On the death of any such joint holders, the survivor or survivors shall be the
only person or persons recognized by the Company as having any title or
interest in the share but the Directors may require such evidence of death as
they deem fit and nothing herein contained shall be taken to release the
estate of a deceased joint holder from any liability on shares held by him
jointly with any other person.
b) Any one of the joint holders may give effectual receipt of any dividends or
310
Joint holders
sub
c)
d)
other moneys payable in respect of such shares.

Only the person whose name stands first in the Register as one of the joint
holder of any share, shall be entitled to delivery of the certificate relating to
such shares or to receive documents (which expression shall be deemed to
include all documents required to be delivered as per the Companies Act,
1956) from the Company and documents served on or sent to such person
shall be deemed as good service on all the joint holders.
Any one of two or more joint holders may vote at any meeting either
personally or by proxy in respect of such shares as if he were solely entitled
thereto and if more than one of such joint holders be present at any meeting
personally or by proxy then one of such persons so present whose name
stands first or higher (as the case may be) on the Register in respect of such
shares shall alone be entitled to vote in respect thereof but the other or
others of the joint holders present at any meeting personally shall be entitled
to vote in preference to a joint holder present by proxy and stands first or
higher (as the case may be) in the register in respect of such shares. Several
executors or administrators of deceased member in whose (deceased
members) sole name any share stands shall for the purpose of this sub
clause be deemed joint holders.
52.
Subject to the provisions of the Act and these Articles and without prejudice to the
other powers conferred by these Articles, the Directors shall have the power from
time to time at their discretion to accept deposits from members of the company either
in advance of calls or otherwise and generally to raise or borrow or secure the
payment of any sum of money for the purpose of the Company, provided that the
aggregate of the amount borrowed (apart from temporary loans as defined in section
293 of the Act obtained from the Companys bankers in the ordinary course of
business) and remaining outstanding and un-discharged at that time, shall not without
the consent of the Company in general meeting, exceed the aggregate of the paid up
capital of the company and its free reserves, that it to say reserves not set apart for any
specific purpose.
Power to borrow
53.
Subject to the provisions of the Act and these Articles, the Board may raise and secure
the payment or repayment of such sum or sums in such manner and upon such terms
and conditions in all respects as it thinks fit and in particular by the issue of bonds,
perpetual or redeemable debentures, debenture stock or any mortgage or charge or
other security on the whole or any part of the property of the Company (both present
and future) including its uncalled capital for the time being.
Conditions on which
money
may
be
borrowed
55.
Any bonds, debentures, debentures stock, or other securities may be issued at a

discount, premium or otherwise and with any special privileges and conditions as to
redemption, surrender, drawing, allotment of shares, attending at general meetings
provided that debentures with the right of conversion into shares shall not be issued
except in conformity with the provisions of Section 81 (3) of the Act or any
modification thereof.
Issue at discount etc.

or
with
special
privilege
58.
Subject to the provisions of the Act, the Company shall hold from time to time as
provided by the Act, in addition to any other meeting or general meeting as its Annual
General Meeting. The provisions of Section 166 of the Act shall apply to such Annual
General Meeting.
Annual General
Meeting.
59.
Subject to the provisions of the Act, the board of Directors may whenever it thinks fit,
call an Extraordinary General Meeting of the Company other than an Annual General
Meeting.
Extraordinary General
Meeting
60.
Five members entitled to vote and present in person shall form quorum for General
Meeting No business shall be transacted at any General Meeting, unless the quorum
requisite be present at the commencement of a meeting.
Quorum of General
Meeting
62.
Any one to the directors present shall be elected to be chairman of a general meeting
by the members present at the meeting.
Chairman
meeting
GENERAL MEETING
PROCEEDINGS AT GENERAL MEETING
311
of
the
64.
The chairman may with the consent of any meeting at which quorum is present and
shall if so directed by the meeting, adjourn any meeting from time to time and from
place to place but no business shall be transacted at any adjourned meeting other than
the business left unfinished at meeting from which the adjournment took place.
Chairman with consent

to adjourn meeting
66.
In case of equality of votes, whether on a show of hands or on a poll, the chairman of

the meeting, shall be entitled to a casting vote, in addition to his own vote or votes to
which he may be entitled as member.
Casting vote of the

chairman
67.
The board shall cause minutes of all proceedings of every general meeting and of all
proceedings of every meeting of its Board of Directors or of every committee of the
board to be kept in accordance with section 193 of the act.
Minutes
meeting
meeting
69.
Subject to the provisions of the Act and these Articles, votes may be given either
personally or by proxy or in the case of a body corporate, also by a representative duly
authorized under section 187 of the Act and Article 71 hereof.
Votes may be given

by proxy
70.
Subject to the provisions of the Act and particularly of sections 87, 89 and 92(2)
thereof and of these Articles :
1) Upon a show of hands every member holding equity shares and entitle to
vote and present in person (including as attorney or a representative of a
body corporate as mentioned in Article 94) shall have one vote.
2) Upon a poll, the voting right of every member holding equity shares and
entitled to vote and present in person (including a body corporate present as
aforesaid) or by proxy shall be entitled to vote in proportion to his share in
the paid-up equity capital of the company.
3) The voting right of every member holding preference shares, if any, shall
upon a show of hands or upon a poll be subjected to the provisions,
limitations and restrictions laid down in Section 87 of the Act.
Voting rights
71.
No member, not personally present shall be entitled to vote on a show of hands unless
such member is body corporate present by attorney or by representative duly
authorized under section 187 of the Act, in which case such attorney or representative
may vote on show of hands as if he were member of the company
No voting by proxy on
show of hands
72.
Subject to the provisions of the Act, no member shall be entitled to voting right in
respect of any shares registered in his name on which any calls or other sums
presently payable by him, have not been paid or in regard to which the company has
and has exercised any right or lien.
Restriction on exercise
of voting right
73.
Any person entitled under the Transmission Clause (article 43 hereof) to transfer any
shares, may vote at any general meeting in respect thereof as if he was the registered
holder of such shares, provided that at least forty-eight hours before the time of
holding the meeting or adjourned meeting as the case may be, at which he proposes to
vote, he shall satisfy the Board of his right to transfer such shares unless the board
shall have previously admitted his right to vote at such meeting in respect thereof.
Votes in respect of
shares of deceased,
insolvent members
76.
A vote given in accordance with the terms of an instrument of proxy shall be valid
notwithstanding the previous insanity or lunacy or death of the principal or revocation
of the proxy or any power of attorney, as the case may be, under which such proxy
was signed, or the transfer of share in respect of which the vote is given provided that
no intimation in writing of the insanity, lunacy, death, revocation or transfer shall
have been received at the office before the meeting.
Validity of votes given

by
proxy,
notwithstanding death
etc., of member
78.
Unless otherwise determined by a general meeting the number of directors shall not
be less than three and not more than twelve.
Number of Directors
80.
The board may appoint an alternate director duly recommended for such appointment
by a director (hereinafter called the original director) to act for him during his
absence for a period of not less than three months from the State in which the meeting
of the board are ordinarily held. An alternate director appointed under this Article
shall not hold office as such for a longer period than that permissible to the original
Appointment
of
Alternate Directors
of General
and board
VOTES OF MEMBERS
DIRECTORS
312
director in whose place he has been appointed and shall vacate office if and when the
original directorship is determined, before he so returns to the said state. Any
provision in the act or these articles for the automatic reappointment of retiring
directors in default of another appointment shall apply to the original director and not
to the alternate director.
81.
The board shall have power from time to time and at any time to appoint any person
as an additional director to the board but so that the total number of directors shall not
at any time, exceed the maximum number fixed by these articles. Any director so
appointed shall hold office only upto the next annual general meeting of the company
and shall then be eligible for reappointment.
Additional Directors
82.
Subject to the provision of section 284(6) and any other applicable provisions (if any)
of the act, if the office of director appointed by the company in general meeting is
vacated before his term of office will expire in the normal course, the resulting casual
vacancy may, in default of and subject to any regulation contained in these articles be
filled by the board of directors upto the date upto which the director in whose place he
is appointed which would have held office if it had not been vacated as aforesaid
Casual vacancy
83.
A director shall not be required to hold any qualification shares and a person may be
appointed as a director notwithstanding that he holds no shares in the company
Qualification
Directors
84.
(a) Each director may be paid out of the funds of the company by way sitting
fee such sum as the board may fix upto such amount as may be prescribed,
from time to time under the applicable provisions of the Companies Act,
1956. the said sitting fees shall be payable per meeting of the board or any
committee thereof attended by the director or member thereof.
(b) In addition to the sitting fee, directors may be paid all traveling, hotel and
other expenses properly incurred by them in attending and returning from
the meetings of the board of directors or any committee thereof or general
meetings of the company
85.
If any director, being willing, shall be called upon to perform extra services or to
make any special exertions for any of the purposes of the company or in giving
special attention to the business of the company or as a member of a committee of the
directors, then subject to the provisions of the Act, the board may remunerate the
director so doing either by a fixed percentage of profits or otherwise and such
remuneration may be either in addition to or in substitution for any other remuneration
to which he may be entitled.
Directors
Remuneration
86.
The office of a director shall become vacant in accordance with the provisions of
Section 283 of the Act.
When
office
of
director to be vacated
87.
Subject to the provisions of the act a director may resign his office at any time by
notice in writing addressed to company or to the board of directors.
Resignation
88.
The directors shall meet together at least once in every three months and at least four
such meetings shall be held in every year.
Meeting of Directors
89.
Quorum shall be one-third of their total number (any fraction in such one-third being
rounded off as one) or two directors, which ever is higher, subject to section 287 of
the Act.
Quorum
91.
The directors may from time to time elect one of their member to be the chairman of
the board of directors and determine the period for which he is to hold office.
Chairman
92.
All meetings of the directors shall be presided over, by the chairman, if present, but if
at any meeting of the directors the chairman is not present at the time appointed for
holding the same, the board shall choose one of the directors then present to preside at
the meeting.
Who to preside at the

meeting of the board
93.
Questions arising at any meeting shall be decided by a majority of votes, and in case
of an equality of votes, the Chairman of the meeting (whether the chairman appointed
by virtue of these Articles or the directors, presiding at such meeting) shall have
Question at Board
meeting how decided
(casting vote)
of
Sitting Fee
PROCEEDING OF DIRECTORS MEETING
313
second or casting vote.

95.
The meeting and proceedings of any such committee shall be governed by the
provisions herein and/or in the Act contained for regulating the meetings and
proceedings of directors so far as the same are applicable thereto, and are not
superseded by any regulation made by the directors under the last preceding Article.
Meeting
of
the
Committee, how to be
governed
96.
Subject to the provisions of section 289 of the Act, resolutions passed by circulation
without a meeting of the board or of a committee of the board appointed under article
94 shall be as valid and effectual as resolution duly passed at a meeting of the
Directors or of a committee duly called and held.
Resolution by
Circulation
98.
1)
POWERS OF THE BOARD OF DIRECTORS
2)
Subject to the provisions of the Act, the Board shall be entitled to exercise all
such powers, and to do all acts in furtherance of its objects, specified in the
Memorandum of Association for which the company is established, except such
powers as are required by the Act or the Memorandum or Articles of Association
of the company to be exercised or done by the Company in the General Meeting.
In exercising any such power or doing any such acts or things, the board shall be
subject to the provisions contained in that behalf in the memorandum or articles
of the company or in any regulations not inconsistent therewith and duly made
thereunder, including regulations made by the company in general meeting.
No regulations made by the company in general meeting shall invalidate any
prior act of the board which would have been valid if that regulation had not
been made
Power to appoint
Whole time Directors
and Manager
99.
Subject to the provisions of Section 197A and other applicable provisions of the Act,
the company may appoint or re-appoint Whole Time Directors and manager upon
such and conditions as it thinks fit.
Whole Time Director

and Manager
100.
A) Subject to section 269 of the Act the board may from time to time appoint one or
more of their body to be Managing Director or Managing Directors of the
company, and may, for time to time, remove him from office, and appoint
another in his place, but his appointment shall be subject to determination ipso
facto, if he ceases from any cause to be a director of the company.
B) Subject to the provisions of the Act, in particular to the prohibitions and
restrictions contained in Sections 292 and 293 thereof, the Board may, from time
to time, entrust to and confer upon a Managing Director for the time being such
of the powers exercisable under these presents by the Board as it may think fit,
and may confer such powers for such time, and to be exercised for such objects
and purposes and upon such terms and conditions and with such restrictions as it
thinks fit, and the Board may confer such powers either collaterally with, or to
the exclusion of, and in substitution for any of the powers of the Board in that
behalf and may, from time to time, revoke, withdraw, alter or vary all or any of
such powers.
C) The remuneration of a managing director shall be such as may from time to time
fixed by the board subject to the provisions of the Act.
D) The Managing Director shall not while the continues to hold that office be
subjected to retirement by rotation and he shall not be reckoned as a Director for
the purpose of determining the retirement of director or in fixing the number of
directors to retire subject to the provisions of any contract between him and the
company. He shall, however, be subjected to the same provisions as to
resignation and removal as the other directors of the company and he shall ipso
facto and immediately cease to be Managing Director, if the ceases to hold the
office of the director form any causes.
Managing Director
101.
The board shall provide a common seal for the purpose of the company and shall have
power from time to time to destroy the same and substitute a new seal in lieu thereof,
and the board shall provide for the safe custody of the seal for the time being, and the
seal shall never used except by or under the authority of the board or a committee of
directors.
THE SEAL
314
The Seal, its custody

and use
DIVIDENDS
103.
The profits of the company, subject to special right, if any, relating thereto created or
authorized to be created by the memorandum or these articles, and subject to the
provisions of these articles shall be divisible among the members in proportion to the
amount of capital paid upon the shares held by them respectively. Provided always
that subject as aforesaid and capital, paid up on a share during the period in respect of
which a dividend is declared shall unless the board otherwise determine only entitle
the holder of such share to an apportioned amount of such dividend as from the date
of payment.
Division of Profit
104.
The company may pay dividends in proportion to the amount paid up or credited as
paid up on each share, where a large amount is paid up or credited as paid up on some
shares than on others.
The company in general meeting may declare a dividend to be paid to the members
according to their right and interest in the profits and subject to the provision of the
Act, may fix the time for payment. When a dividend has been so declared the warrant
in respect thereof shall be posted within thirty days from the date of declaration to the
shareholder entitled to the payment of the same.
Dividend in
proportion to amount
paid up
Company in General
meeting may declare a
dividend
106.
Subject to the provisions of the Act and in particular Section 205 thereof, no dividend
shall be payable except out of the profit of the year or any other undistributed profits
of the company and the declaration of the directors as to the dividend amount of the
net profits of the company shall be conclusive.
Dividend out of Profit
107.
Subject to the provisions of the Act, the directors may from time to time pay to the
members on account of the next forthcoming year such interim dividends as in their
Judgment the position of the company justifies.
Interim Dividend
109.
No unclaimed dividend shall be forfeited by the board unless the claim thereto
becomes barred by law and the company shall comply with all the provisions of
Section 205-A of the Act in respect of unclaimed or unpaid dividend.
Unclaimed dividend
110.
Unless otherwise directed by any member any dividend may be paid by cheque or
warrant sent through the post to the registered address of the member or person
entitled or in case of joint holders to the one of them first named in Register of
Members in respect of the joint holding to such person and to such address as the
member of joint holder may in writing direct. Every such cheque or warrant shall be
made payable to the order of the person to whom it is sent, the company shall not be
liable or responsible for any cheque or warrant lost in transmission or for any
dividend lost to the member or person entitled thereto, by the forged endorsement or
for any dividend lost to the member or person entitled thereto, by the forged
endorsement of the cheque or warrant or the fraudulent recovery thereof by any other
means.
Dividend
remitted
112.
1)
105.
CAPITALIZATION
Any general meeting may resolve that any amount standing to the credit of the
Share Premium Account or the capital redemption reserve account or any
moneys, investments or other assets forming part of the undivided profits
(including profits or surplus moneys arising from the realization and where
permitted by law, from the appreciation in value of any capital assets of the
company) standing to the credit of the general reserve, or any reserve fund, or
any other fund of the company or in the hands of the company and available for
dividend may be capitalized. Any such amount (excepting the amount standing
to the credit of the share premium account and or the capital redemption reserve
account) may be capitalized:
(a) by the issue and distribution as fully paid shares, debenture stock,
bonds or other obligations of the company, or;
(B) by crediting the shares of the company which may have been issued
and are not fully paid up, with the whole or any part of the sum
remaining unpaid thereon.
Provided that share premium account and capital redemption reserve account may be
applied in accordance with the provisions of the act only.
2) Subject to the provisions of the act and these articles, in case, whether some of
the shares in the company are fully paid and others are partly paid only, such
315
how
capitalization may be effected by distribution of further shares in respect of the

fully paid shares, and/or by crediting the party paid shares with the whole or part
of the unpaid liability thereon but so that as between the holders of the fully paid
shares, and the partly paid shares, the sum so applied in payment of such further
shares and in the extinguishing or diminution of the liability on the partly paid
shares shall be applied pro rata in proportion to the amount already paid or
credited as paid on the existing fully paid and partly paid shares respectively.
ACCOUNTS
113.
The company shall keep proper books of accounts as required by the Act and in
particular under Section 209 thereof.
Books of Account to
be kept
114.
The board of directors shall lay before each annual general meeting a duly
authenticated balance sheet and profit and loss account alongwith its report made up
in accordance with the provisions of the Act.
Statement of Account
to be furnished to
General Meeting
AUDIT
118.
Every balance sheet and profit and loss account shall be audited by one or more
auditors to be appointed in accordance with the provisions of the Act.
119.
A document (which expression for this purpose shall be deemed to include arid shall
include any summon, notice, requisition, process, order, judgment or any other
document in relation to or in the winding up of the company) may be served or send
by the company on or to any member in the manner prescribed by Section 53 of the
Act.
123.
Save as otherwise expressly provided in the Act or these articles a document or

proceeding requiring authentication by the company may be signed by a director, or
secretary or an authorized officer of the company and need not be under its seal.
124.
If the company shall be wound up, and the assets available for distribution among the
member as such shall be insufficient to repay the whole of the paid up capital, such
assets shall be distributed so that as nearly as may be the losses shall be borne by the
members in proportion to the capital paid up, or which ought to have been paid up
(other than the amount of calls paid in advance), at the commencement of the winding
up, on the shares held by them respectively, and if in a winding up, the assets
available for distribution among the members shall be more than sufficient to repay
the whole of the capital paid up at the commencement of the winding up, the excess
shall be distributed amongst the members in proportion to the capital at the
commencement of the winding up or which ought to have been paid on the share held
by them respectively. But this clause is to be without prejudice to the rights of the
holders of shares issued upon special terms and condition.
Accounts
audited
to
be
DOCUMENTS AND SERVICE OF DOCUMENTS

Service
Documents
of
AUTHENTICATION OF DOCUMENT
WINDING UP
Distribution of Assets
SECRECY CLAUSE
126.
No member shall entitled to visit or inspect the companys work without the
permission of the board or manager or secretary or to require discovery of or any
information respecting any detail of the companys trading or any matter which may
be in the nature of a trade secret, mystery of trade or secret process which may relate
to the conduct of the business of the company and which in the opinion of the board,
it will be inexpedient in the interest of the members of the company to communicate
to the public.
127.
a)
Secrecy Clause
INDEMNITY AND RESPONSIBILITY

Subject to the provisions of section 201 of the act, every director, manager,
secretary and other officer or employee of the company shall be indemnified by
316
Directors and
members right of
b)
the company against and it shall be duty of directors to pay out of funds of the
company all costs, losses and expenses (including traveling expenses) which any
such directors, manager, secretary or officer or employee may incur or become
liable to by reason of any contract entered into or act or deed done by him as
such director, manager, secretary or officer or employee entered into or act or
deed by him as such director, manager, secretary or officer or employee or in any
way in the discharge of the duties.
Subject as aforesaid every director, manager, secretary or other office or
employee of the company shall be indemnified against any liability incurred by
them or him in defending any proceeding whether civil or criminal in which
judgment is given in their or his favour or in which he is acquitted or discharged
or in connection with any application under section 633 of the act in which relief
is given to him by the court.
317
indemnity
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The following contracts (not being contracts entered into in the ordinary course of business carried on by us or
entered into more than two years before the date of this Draft Letter of Offer) which are or may be deemed
material have been entered or are to be entered into by us. These contracts and also the documents for inspection
referred to hereunder, may be inspected at the corporate office of the Company situated at Dish TV India
Limited, FC-19, Sector 16A, Noida 201 301, Uttar Pradesh, India, from [] a.m. to [] p.m. from the date of this
Draft Letter of Offer until the date of closure of the Subscription List.
A.
Material Contracts
1.
Memorandum of Understanding dated May 20, 2008 between the Company and Enam Securities
Private Limited.
2.
Memorandum of Understanding between the Company and the Registrar dated April 29, 2008.
3.
Memorandum of Understanding between the Company and Standard Chartered- STCI Capital Markets
Limited dated May 20, 2008.
B.
Documents
1.
Memorandum of Association and Articles of Association of the Company.
2.
Certificate of Incorporation of the Company dated August 10, 1988.
3.
Copy of Board Resolution dated January 6, 2007 appointing Mr. Jawahar Lal Goel as the Managing
Director of our Company and fixing his remuneration for the same.
4.
Copy of the Board Resolution dated April 24, 2008 approving this Issue and copy of the resolution of
the Issue Committee dated May 20, 2008.
5.
Consents of the Directors, Auditors, Lead Manager to the Issue, Legal Counsel to the Issue, Bankers to
the Issue, Bankers to the Company, Registrars to the Issue and Advisors to the Issue, to include their
names in the Draft Letter of Offer to act in their respective capacities.
6.
Copy of letter issued by SEBI, dated February 9, 2007, waiving the obligations of the Company to
comply with Rule 19(2) (b) of Securities Contracts (Regulation) Rules, 1957, in light of the provisions
of clause 8.3.5.1 of the SEBI Guidelines, for listing of the Equity Shares of our Company on the BSE,
NSE and CSE.
7.
Appointment of Company Secretary as Compliance Officer
8.
Letter dated April 25, 2008 from the Auditors of the Company confirming tax benefits as mentioned in
this Draft Letter of Offer.
9.
Certified copy of the Scheme of Arrangement.
10.
Agreement to transfer DTH equipment unit business between EAPL and our Company dated December
31, 2006.
11.
Agreement between ISMSL and our Company dated January 1, 2006 and addendum agreements
thereto for providing middleware and other related services.
12.
thereto for providing CAS.
13.
thereto for providing call-center services.
318
14.
The Report of the Auditors, MGB & Co., Chartered Accountants, as set out herein dated April 24, 2008
in relation to the restated financials of the Company for the financial period ended on December 31,
2007 and financial years ended on March 31, 2007, 2006, 2005, 2004 and 2003.
15.
In-principle listing approval dated [], [] and [] from the BSE, CSE and the NSE respectively.
16.
Letter No. [] dated [] and letter [] dated [] issued by SEBI for the Issue.
17.
Due Diligence Certificate dated May 20, 2008 from Enam Securities Private Limited
18.
Tri-partite Agreement dated March 13, 2007 between the Company, Sharepro Services (India) Private
Limited and CDSL to establish direct connectivity with Depository.
19.
Tri-partite Agreement dated February 15, 2007 between the Company, Sharepro Services (India)
Private Limited and NSDL to establish direct connectivity with Depository.
319
DECLARATION
We, the Directors, the Chief Financial Officer and the Company Secretary of the Company, certify that all
relevant provisions of the Companies Act, 1956, and the guidelines issued by the GoI or the guidelines issued by
Securities and Exchange Board of India, applicable, as the case may be, have been complied with and no
statement made in this Draft Letter of Offer is contrary to the provisions of the Companies Act, 1956, the
Securities and Exchange Board of India Act, 1992 or the rules made or guidelines issued thereunder, as the case
may be, and that all approvals and permissions required to carry on the business of our Company have been
obtained, are currently valid and have been complied with. We further certify that all the statements in this Draft
Letter of Offer are true and correct.
SIGNED BY THE DIRECTORS OF OUR COMPANY
Mr. Subhash Chandra

Mr. Arun Duggal
Dr. Pritam Singh
Mr. Eric Zinterhofer
SIGNED BY THE MANAGING DIRECTOR

SIGNED BY THE CHIEF FINANCIAL OFFICER
Mr. Rajeev K. Dalmia
SIGNED BY THE COMPANY SECRETARY
Mr. Jagdish Patra
Date: May 20, 2008

Place: Delhi
320

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Date: May 20, 2008

Draft Letter of Offer

DISH TV INDIA LIMITED

Enam Securities Private Limited

Sharepro Services (India) Private Limited

PRESENTATION OF CURRENCY, FINANCIAL INFORMATION AND USE OF MARKET DATA .......iii

NO OFFER IN THE UNITED STATES

PRESENTATION OF CURRENCY, FINANCIAL INFORMATION AND USE OF MARKET DATA

DEFINITIONS AND ABBREVIATIONS

Siti Cable Network Limited or Siti

Veena Investment Private Limited, Delgrada Limited, Afro-Asian Satellite

Agrani Convergence Limited, Agrani Satellite Services Limited and Integrated

Issue Related Terms and Abbreviations

Financial Year/Fiscal Year/Fiscal

Issue Closing Date

Technical and Industry Terms and Abbreviations

Low Noise Block

Name & Address of the

Brief Description of Case

Certain cheques issued by M/s Singhal

M/s Ceat Financial

47th Court, Esplanade, Mumbai

Small Causes Court, Mumbai

Name & Address of the

2nd Metropolitan Magistrate,

The complaint has been filed against Mr.

The complainant has alleged violation of the

The complainant has alleged violation of the

The complainant has alleged violation of the

Mr. Ashok Goel

Ganjam Trading Company Private Limited

Additional Chief Metropolitan

Zee Entertainment Enterprises Limited

7th Additional Sessions Judge,

Mr. Santosh Shinde

High Court of Mumbai

Brief Description of Case

Singal Swaroop Ispat Limited.

The complainant has alleged violation of the

Name & Address of the

Additional Chief Metropolitan,

Additional Chief Metropolitan,

ETC Networks Limited

Additional District and Sessions

Metropolitan Magistrate, Vile

Mr. Agasti Kanitkar

Junior Magistrate First Class,

37th Sessions Court, Esplanade,

Brief Description of Case

rules for telecasting the serial SAREGAMA

The complainant has alleged defamation in a

Wire and Wire (India) Limited

The company has been alleged to have

There are two intellectual property matters filed against us;

16. Our business is largely depended on broadcasters and satellite transponders

Year ending March 31

Year ending March 31

Afro-Asian Satellite Communications Limited

Year ending March 31

Year ending March 31

ETC Networks Limited

Year ending March 31

Year ending March 31