Den Networks Ltd - Stock Valuation and Financial Performance

Den Networks was incorporated as ‘DEN Digital Entertainment Networks Private Limited’ on July 10, 2007. Promoted by Sameer Manchanda and Lucid Systems Private Limited, it is one of the largest national cable television companies in India engaged in the distribution of analog and digital cable television services.

The company currently offers up to 180 channels through its digital platform compared with up to 100 channels on its analog platform. This allows it to offer a wider range of channels and as a result it can cater to a wider variety of genres and demographics. Additionally, a digital platform enables it to offer content with DVD quality picture and sound and revenue enhancing value-added services, such as pay-per-view, HD-PVR (high definition, personal video recorders) and interactive educational programmes, which cannot be offered through an analog platform.

Since its incorporation in July 2007, it has expanded its analog cable services to 77 cities across India. The MPA Report 2009 estimates that the cable television services reach approximately 10 million homes and that it has 300,000 digital cable television subscribers as of December 2008. It launched its digital cable television services in February 2008 under the brand ‘Digitelly’. It has since expanded its digital services to 37 cities in India and it now plans to roll out digital cable television in all of the other cities in which it operate. It currently provide cable television services in the National Capital Region of Delhi and the states of Uttar Pradesh, Rajasthan, Maharashtra, Gujarat, Karnataka, Haryana, Madhya Pradesh and Kerala.

It operates between one and three of its own brand television channels from each of its head-ends, which are telecast exclusively on its cable distribution network. These channels primarily telecast films, music, devotional programmes or local events and news. It has the rights to telecast more than 4,000 films on its network. It has obtained an all-India ISP license and has recently commenced a limited roll out of broadband internet services in select areas, which it intend to expand in all of the other cities in which it operate across India.

In January 2008, it entered into a 50:50 joint venture agreement with STAR with respect to STAR-DEN. STAR-DEN acts as a content aggregator and currently has the exclusive right to distribute 23 television channels, including the entire STAR group of channels, the entire Disney group of channels, select Network18 channels, the entire Times Group of channels and MGM, to providers of various television distribution platforms, such as cable television, DTH satellite television and IPTV, in India, Bhutan and Nepal. STAR-DEN has also entered into agreements with five channels in the STAR group to place those channels on those channels’ preferred bandwith and signal with the various television distributors in India, Bhutan and Nepal.

Lucid was incorporated on October 15, 2001 under the Companies Act. The promoters of Lucid are Sameer Manchanda and Kavita Manchanda. Lucid was initially promoted by Gyan Anand and P. Kal Infotech Private Limited. Gyan Anand transferred 5,000 equity shares of Lucid to Kavita Manchanda and 1,000 equity shares to Sameer Manchanda at Rs 18 per equity share.Further, P. Kal transferred 5,000 equity shares to Sameer Manchanda also at Rs 18 per equity share. Lucid Systems has been funded by Sameer Manchanda through an interest-free unsecured loan of Rs 6.4 million.

The company was established to carry on the business of broadcasting, telecasting, relaying, transmitting, distributing or running any video, audio, voice, or other programmes or software (both proprietary and third party) over television, radio, internet, telecom or any other media and to carry on the business of cable services encompassing distribution, relaying, transmission of signals including but not limited to television, voice over internet protocol, video on demand or any other services through cable within and outside India by means of any system.

To offer internet based services including but not limited to offering international and domestic voice, voice-over-internet-protocol, broadband internet, wireless, data and hosting services to business and residential retail customers and other carriers located in the territory of India and to apply and obtain licenses to carry on these objects.

It’s Joint Venture, STAR-DEN was incorporated as DEN New Media Private Limited’ on December 17, 2007. Subsequently pursuant to a fresh certificate consequent upon the change of name issued by the RoC on January 24, 2008, the name of the company was subsequently changed to STAR-DEN Media Services Private Limited‘.The main objects of STAR-DEN are to carry on the business of distribution of television channels, arranging band placements, seeding of set top boxes, across different medium being television, internet and broadband.

The Company entered into a joint venture agreement with Star India Private Limited (STAR) on January 14, 2008 to form a 50:50 joint venture company, STAR-DEN, to operate a television channel distribution business in India, Nepal and Bhutan. STAR-DEN has the exclusive distribution rights to television channels controlled by STAR, and the other channels for which STAR-DEN has acquired or acquires exclusive distribution rights.

The salient terms of the joint venture agreement are set forth below: Business of the JVC: STAR-DEN shall have the right to (i) distribute the television channels wholly-owned and operated by STAR (STAR Channels) and certain other channels to which STAR has acquired or acquires distribution rights (Distribution Channels). STAR-DEN is entitled to receive a percentage of the net revenues in respect of the distribution of the STAR Channels and the Distribution Channels.

In October 2010, the company through its subsidiary IME Networks has entered into a 75-25 Joint Venture with BFTV, Broadcasters of the BabyFirst Channel a leading international television channel for babies, toddlers and parents.

Partnership firm

The company entered into a partnership with Priya Mukherjee through a partnership deed dated, October 12, 2007 to establish Creative Cable Network (Firm). The principle place of business of the Firm is situated at C-148, Mayapuri Industrial Area, Phase-II, New Delhi, India. The objects of the Firm are to carry on the business of rendering services of cable television network and all ancillary and incidental activities or any other activities as may be jointly agreed upon including taking over the business of any firm or a company as a going concern.

Company currently has 71 Subsidiaries, all of which have been incorporated in India under the Companies Act. Unless otherwise stated, none of its Subsidiaries have been declared sick companies under the Sick Industrial Companies (Special Provisions) Act, 1985 and no winding up proceeding have been initiated against any of them. Further no application has been made in respect of any of the Subsidiaries to the respective Registrar of Companies for striking off their names. Unless otherwise stated, all of the Subsidiaries are currently engaged in the business of providing cable and internet services.

Services offered by the company:

Cable TV distribution- DEN’s core business currently is delivering entertainment via analog or digital means. Its promise is to deliver the consumers the widest choice. In analog DEN delivers 100 channels, while the digital offering, Digitelly, comprises over 180 channels and other value added and interactive services. DEN proposes to migrate a significant majority of analog consumers to digital environment.

Analog Proposition- DEN’s analog cable services involve the distribution of video programming from analog linear transmission channels through its HFC network. The significant majority of its subscribers currently receive analog cable services. The analog infrastructure is comprised of 112 analog head ends in 77 cities. The analog transmission is distributed to subscribers utilising an LCO through a feed processed at an analog head end through its control room. Its analog packages presently offer up to approximately 100 channels, which include local and regional programming.

Broadband - DEN has been granted an All India ISP (Internet Service Provider) License to provide internet services across the country. Field trials are being conducted in two cities, and the services will be rolled out in the next few months in a phased manner.

DEN is soon planning to launch its Triple-Play offering that will offer the combined services of voice, data and video through a single subscriber connection.

Milestones:

• July, 2007 - Incorporation of the Company
• January, 2008 - Investment of Rs. 1,600 million by SCB
• Executed joint venture agreement with Star India Private Limited to create STAR-DEN
• February, 2008 - Launch of the digital services under the brand of -Digitelly
• February, 2008- The Company obtained a non-exclusive license from the DoT to set up and operate internet services all over India
• March, 2008 - Import of the first set of set top boxes
• August, 2008 - Obtained a license to operate the conditional access system in Delhi and Mumbai
• January 2009 - Further investment of Rs. 400 million by affiliates of IL&FS
• July 2009 - Investment of Rs. 750 million by EMSAF Mauritius