DISH TV INDIA LIMITED (CIN L51909DL1988PLC101836)

4.

SCOPE

This Policy shall apply to following events prescribed under Para A, Para B and Para C of Part A of Schedule III of Listing Regulations:

I. Events or Information which shall be deemed to be Material: The following will be considered as deemed material events or information and shall be disclosed without any application of the criteria mentioned in Clause 2 above:

a. Acquisition(s) (including agreement to acquire), Scheme of Arrangement (amalgamation/ merger/ demerger/restructuring), or sale or disposal of any unit(s), division(s) or subsidiary of the listed entity or any other restructuring.
Explanation:- For the purpose of this sub-para, the word 'acquisition' shall mean,-

• (i) acquiring control, whether directly or indirectly; or,
• (ii) acquiring or agreeing to acquire shares or voting rights in, a company, whether directly or indirectly, such that -
  • - the listed entity holds shares or voting rights aggregating to five per cent or more of the shares or voting rights in the said company, or;
  • - there has been a change in holding from the last disclosure made under sub-clause (a) of clause (ii) of the Explanation to this sub-para and such change exceeds two per cent of the total shareholding or voting rights in the said company.

b. Issuance or forfeiture of securities, split or consolidation of shares, buyback of securities, any restriction on transferability of securities or alteration in terms or structure of existing securities including forfeiture, reissue of forfeited securities, alteration of calls, redemption of securities etc.

c. Revision in Rating(s) of the Company or any securities of the Company.

d. Outcome of Meetings of the board of directors: The Company shall disclose to the Exchange(s) where the Securities of the Company are listed, within 30 minutes of the closure of the meeting, held to consider the following:

• i) dividends and/or cash bonuses recommended or declared or the decision to pass any dividend and the date on which dividend shall be paid/dispatched;
• ii) any cancellation of dividend with reasons thereof;
• iii) the decision on buyback of securities;
• iv) the decision with respect to fund raising proposed to be undertaken
• v) increase in capital by issue of bonus shares through capitalization including the date on which such bonus shares shall be credited/dispatched;
• vi) reissue of forfeited shares or securities, or the issue of shares or securities held in reserve for future issue or the creation in any form or manner of new shares or securities or any other rights, privileges or benefits to subscribe to;
• vii) short particulars of any other alterations of capital, including calls;
• viii) financial results;
• ix) decision on voluntary delisting by the listed entity from stock exchange(s).

e. Agreements (viz. shareholder agreement(s), joint venture agreement(s), family settlement agreement(s) (to the extent that it impacts management and control of the listed entity), agreement(s)/treaty (ies)/contract(s) with media companies) which are binding and not in normal course of business, revision(s) or amendment(s) and termination(s) thereof.

f. Fraud/defaults by promoter or key managerial personnel or by the Company or arrest of key managerial personnel or promoter.

g. Change in directors, key managerial personnel (Managing Director, Chief Executive Officer, Chief Financial Officer , Company Secretary etc.), Auditor and Compliance Officer.

h. Appointment or discontinuation of share transfer agent.

i. Corporate debt restructuring.

j. One time settlement with a bank.

k. Reference to BIFR and winding-up peition filed by any party / creditors.

l. Issuance of Notices, call letters, resolutions and circulars sent to shareholders, debenture holders or creditors or any class of them or advertised in the media by the Company.

m. Proceedings of Annual and extraordinary general meetings of the listed entity.

n. Amendments to memorandum and articles of association of listed entity, in brief.

o. Schedule of Analyst or institutional investor meet and presentations on financial results made by the listed entity to analysts or institutional investors;

II. Events / Information which may be material events based on criteria of materiality detailed in Clause 2 above or prescribed under Listing Regulations

a. Commencement or any postponement in the date of commencement of commercial production or commercial operations of any unit/division.

b. Change in the general character or nature of business brought about by arrangements for strategic, technical, manufacturing, or marketing tie-up, adoption of new lines of business or closure of operations of any unit/division (entirety or piecemeal).

c. Capacity addition or product launch.

d. Awarding, bagging/ receiving, amendment or termination of awarded/bagged orders/contracts not in the normal course of business.

e. Agreements (viz. loan agreement(s) (as a borrower) or any other agreement(s) which are binding and not in normal course of business) and revision(s) or amendment(s) or termination(s) thereof.

f. Disruption of operations of any one or more units or division of the listed entity due to natural calamity (earthquake, flood, fire etc.), force majeure or events such as strikes, lockouts etc.

g. Effect(s) arising out of change in the regulatory framework applicable to Company.

h. Litigation(s) / dispute(s) / regulatory action(s) with impact.

i. Fraud/defaults etc. by directors (other than key managerial personnel) or employees of listed entity.

j. Options to purchase securities including any ESOP/ESPS Scheme.

k. Giving of guarantees or indemnity or becoming a surety for any third party.

l. Granting, withdrawal, surrender, cancellation or suspension of key licenses or regulatory approvals.

III. Any other information/event viz. major development that is likely to affect business, e.g. emergence of new technologies, expiry of patents, any change of accounting policy that may have a significant impact on the financials of the Company, etc. and brief details thereof and any other information which is exclusively known only to the Company which may be necessary to enable the holders of securities of the listed entity to appraise its position and to avoid the establishment of a false market in such securities.

In case of any difficulty while determining the materiality of the events or information, the criteria as mentioned in the Clause 2 above shall be applied.

The Company shall release regular updates on the above information till such time the event is resolved/closed.

5.

AUTHORISATION TO ACCEPT / DENY REPORTED EVENT OR INFORMATION

The Company shall generally maintain silence in case of rumour(s) with respect to the Company unless otherwise decided by the Key Managerial Personnel who are hereby jointly and severally authorized to accept / deny suo-moto any report, event or information, which has been made public by media without authorization or by any other means including but not limited to electronic means. They are further authorized to respond to the rumour(s) amongst the general public, which has no basis or documentation, in a way which best protects the interests of the Company.