REFERENCE INTERCONNECT OFFER OF TAJ TELEVISION (INDIA) PRIVATE

LIMITED (TAJ) FOR DIRECT TO HOME (DTH) SERVICE FOR

INTERCONNECTION WITH DTH OPERATOR TO BE EFFECTIVE FROM
1st April, 2014
Pursuant to clause 4(1) of The Telecommunication (Broadcasting and Cable
Services) Interconnection (Digital Addressable Systems) Regulations 2012
dated 30th April 2012 (Regulations)
This Reference Interconnect Offer (RIO) is being published by Taj Television (India)
Private Limited for and on behalf of the Broadcasters of various Zee Group
Channels as detailed in ANNEXURE I under Authorisation from them, in
accordance with Clause 13A of the Telecommunication (Broadcasting and Cable
Services) Interconnection (Seventh Amendment) Regulation, 2014 dated 10 th
February 2014.
The terms mentioned in this Reference Interconnect Offer (RIO) are broad technical
and commercial terms and conditions including the terms and conditions mentioned
in Schedule II to the Regulations applicable to DTH operators retransmitting signals
of the TAJ Channels to Subscribers in terms of the Regulations. On receipt of a
request from the DTH Operator in terms of Clause 3(3) of the Regulations, TAJ and
the concerned DTH OPERATORs shall have to enter into a detailed Distribution
Agreement containing all the terms and conditions to enable the DTH Operators to
avail the signals of the TAJ Channels for further re-transmission to the Subscribers
from its Platform.
Every DTH Operator as defined in the Regulations, while seeking interconnection
with TAJ shall ensure that its Addressable Systems installed for the distribution of
the TV channels meet the Addressable requirements specified in Annexure VI
herein read with Schedule 1 to the Regulations as amended.
Provided that in case TAJ finds that the Addressable platform being used by the
DTH operator for distribution of TV channels does not meet the requirements
specified in Schedule I of the Regulations, it shall inform such DTH Operator who
shall get its Addressable system audited by M/s Broadcast Engineering Consultants
India Ltd. or any other authority as may be specified by the Telecom Regulatory
Authority of India by direction from time to time and obtain a certificate from such
agency that its Addressable platform meets the requirements specified in Schedule
I to the Regulations.
The DTH OPERATOR shall deliver the following information/documents to TAJ on
or prior to the date of execution of this Agreement:

i)

PAN Card;

ii)

Entertainment Tax Registration;

iii)

Service Tax Registration;

iv) Certificate / Registration issued to the DTH OPERATOR by the Ministry of

Information and Broadcasting (MIB) to operate within the territory of India.

and other approvals from the relevant Governmental Authority along with
any relevant supporting documents, including licenses.
Please refer
ANNEXURE - IV;
v)

copy of the resolution passed by the board of directors of the DTH

OPERATOR or an authority letter from the DTH OPERATOR authorizing
___________________ to execute this Agreement on behalf of the DTH
OPERATOR;

vi) CAS declaration from the conditional access vendor in the format set out at

ANNEXURE VII.
vii) SMS declaration from the SMS vendor in the format set out at ANNEXURE

VIII
Defined Terms

In this RIO, unless repugnant or contrary to the context hereof or otherwise

defined herein, the following terms, when capitalised, shall have the
meanings assigned when used herein:
BIS

means the Bureau of Indian Standards established

under the Bureau of Indian Standards Act 1986.

Channels

means all television channels licensed by TAJ to

DTH OPERATOR.

Conditional Access

means control mechanisms, data structures and

commands that scramble and encrypt signals in
order to provide selective access and denial of
specific channels, data, information or services to
paying Subscribers.

Direct to Home Service means

distribution
of
multi-channel
TV
programmes by using a satellite system by providing
TV signals directly to subscribers premises without
passing through an Intermediately such as Cable
operator or any other Distributor of TV channels.

 Direct to Home
Subscriber
Fingerprinting

means a subscriber who receives the signal of a

Direct to Home Service from a service provider.
means exercises where code numbers are made
overtly to appear on the screen of a Television
and/or covertly in the signals of the Channels that
enables identification of the Smart Card being used
to access such signals.

Governmental Authority means any government authority, statutory

authority,
government
department,
agency,
commission, board, tribunal or court or other law,
rule or regulation making entity having or purporting
to have jurisdiction over such Party and shall include
without limitation TRAI, MIB, TDSAT or any other
body or authority regulating the broadcasting and
distribution of channels in India;
Receiver Box

means the TAJ approved decoder, receiver or

integrated receiver-decoders used in conjunction
with a Viewing Card in order to facilitate the receipt
of the signals of the Channels by the DTH
OPERATOR.

Set Top Box

means a device which is connected to or part of a

television set and which allows a Subscriber to
receive in descrambled form the Channels
distributed by the DTH OPERATOR.

Smart Card

means, in relation to a Subscriber, a card or other

device issued by DTH OPERATOR to that
Subscriber that, when enabled by a CA System and
inserted in such Subscriber's Set Top Box, has the
functionality of enabling such Subscriber's Set Top
Box to receive the Channels distributed by the DTH
OPERATOR.

Ordinary Subscriber shall mean any ordinary subscriber availing the

Channel through a single Set Top Box through the
Distribution System and who does not further
transmit the Service to any other Person. For the
avoidance of doubt, it is hereby clarified that for the
purposes of calculating the Monthly License Fee for

Ordinary Subscriber shall have the meaning set out

in Clause no.9.
Service Providers

means each of the owners, operators or distributors

of any of the TAJ Channels

Territory

means the territorial boundaries as defined in Clause

3

Viewing Card

means the TAJ approved viewing card to be used in

conjunction with the Receiver Box in order for DTH
OPERATOR to access and decode each of the
Channels.

1.

Parties

TAJ TELEVISION (INDIA) PRIVATE LIMITED

(TAJ) and Licensed DTH service provider within
the territory of India, hereinafter referred to as
the DTH OPERATOR

2.

Term

The Term of the Agreement shall be minimum

for One Year unless terminated in accordance
with the terms of the Agreement.
The Term of the Agreement may be extended on
terms and conditions to be mutually agreed and
recorded in writing between the parties. If the
Parties wish to renew this Agreement on the
expiry of the Term, both Parties shall enter into
discussions at least sixty (60) days prior to the
expiry of the Term.

3.

Territory

As agreed between the Parties to operate within

the territory of India.

4.

TAJ Channels

As set out in Annexure - I attached herewith.

TAJ reserves the right at any time during the
Term to remove any channel from the list of TAJ
Channels if it ceases to distribute such channel(s)
in the Territory and terminate the grant of redistribution rights to DTH OPERATOR and
replace any removed channel with a replacement
channel or to add any channel to the list of TAJ
Channels and to grant the re-distribution rights to

DTH OPERATOR in respect of the replacement

or new channel. If any channels are removed,
replaced or added to the list of TAJ Channels, the
License Fee payable pursuant to Clause 9 shall
be amended accordingly.
It is hereby clarified for the avoidance of doubt
that if any Pay TAJ Channel is converted into a
Free-to-Air channel, the License Fee payable
pursuant to Clause 9 shall be amended
accordingly.
5.

Rights

DTH OPERATOR shall have the non-exclusive

right to carry the TAJ Channels during the Term
via Direct to Home (DTH) service within the
Territory in an encrypted mode only on the digital
addressable systems (as defined in the
Regulations) owned and operated by the DTH
OPERATOR (the Platform) for distribution to
Subscribers. The parties agree that on signing of
the Agreement, DTH OPERATOR shall have the
non-exclusive right to re-distribute the channels
from its Platform within
the Territory,
simultaneously upon receipt of signal along with
the multiple audio feed, if any, without
interruption, editing, interference or alteration, to
the DTH OPERATORs authorized subscribers
only, hereinafter referred to as Subscriber, as
defined in Clause 6 of this Offer. All other rights
and means of distribution not specifically and
expressly granted to DTH OPERATOR are
expressly excluded and reserved by TAJ.
The DTH OPERATOR shall not be granted Time
Shift, all kinds of Multiplexing, Pay per View
(PPV), Video on Demand (VoD) or Near Video on
Demand (NVoD) rights and TAJ reserves such
rights. DTH OPERATOR shall not store any
content of TAJ satellite television channels for
any reason whatsoever, including, but not limited
to the purpose of provision to its Subscribers as
part of any Free TV, Interactive TV, Online

service, save
recording.

and

except

for

compliance

Usage of Digital Video Recorder (DVR) and or

Personal Video Recorder (PVR) by the DTH
OPERATOR shall not be permitted. Nevertheless
use of DVR and PVR by the end consumer shall
be allowed provided there is no automatic
advertisement skipping function nor there is any
mechanism whereby DVR and or PVR have a
store and forward function.

DTH OPERATOR shall carry each of the

Channels in their entirety, at the time transmitted
by TAJs licensors along with multiple audio feed,
if any, without any editing, dubbing, voice over,
sub title, delays, alterations, interruptions, picture
squeezing or re-sizing, insertion of graphic
overlays, pull-through or crawls, deletions or
additions.
The DTH OPERATOR shall offer all contributory
language feeds for a given channel to every
subscriber entitled to access that channel.
DTH OPERATOR shall, under no circumstance,
sub license and/ or assign and/ or transfer the
rights granted to it by TAJ.
DTH OPERATOR shall not push content onto
the Set Top Box (STB), there shall not be
automatic advertisement skipping function and/ or
the DTH OPERATOR shall not create a virtual
VoD or other on demand service in respect of the
TAJ Channels.
Distribution is permitted only to STBs of DTH
OPERATOR on the Platform. Distribution right
on all other platforms including Digital
Addressable cable system, Mobile, Broadband,
PC, Internet, Wireless, IPTV, HITS or any other
technology which may be introduced in future is

not granted herein and the same are expressly

withheld by TAJ.
6.

Authorized Subscriber

means any subscriber who receives the signals of

a service provider at a place indicated to the
service provider by him without further
transmitting it to any other person and includes
ordinary subscribers and commercial subscribers
as defined
under the Regulation.unless
specifically excluded.
Subscriber for the purposes of calculation of the
Monthly License Fee means, for any calendar
month, each Set Top Box, which is availing the
Channel(s) of TAJ through the DTH OPERATOR.
Rates of TAJ channels applicable to Ordinary
Subscribers are as per Annexure - II of this RIO.
DTH OPERATOR shall not be permitted nor
entitled to provide signals of any TAJ channels to
any such subscribers who have not submitted
Subscriber Application Form (SAF) as per the
requirement under the applicable Regulations/
Laws. Non compliance of this condition shall be
termed as a material breach which will entitle TAJ
to disconnect its channels by giving seven (7)
days written Notice.
Commercial
Establishment
means
any
subscriber who receives a programming service
at a place indicated by him to a service provider
and uses signals of such service for the benefit of
his clients, customers, members or any other
class or group of persons having access to such
place.
For the purpose of this RIO, Commercial
Establishment means: (i) hotels with rating of
three star and above; (ii) heritage hotels (as
described in the guidelines for classification of
hotels issued by Department of Tourism,
Government of India); (iii) any other hotel, motel,

inn, and such other commercial establishment

providing board and lodging and having fifty or
more rooms; and (iv) in respect of programmes
shown on the occasion of a special event for
common viewing, at any place registered under
the Entertainment Tax Law and to which access
is allowed on payment basis for a minimum of 50
persons.
Rates of TAJ channels applicable to Commercial
Establishment are set out in Annexure III
attached herewith.
However, in the event, the DTH OPERATOR
provides signals to both Ordinary and
Commercial Establishments, then the CAS and
SMS system of the DTH OPERATOR must be
capable of segregating both the types of
subscribers,
Ordinary
and
Commercial
Establishment, whereby two separate and distinct
SMS reports would be submitted by the DTH
OPERATOR to TAJ.
Each Set Top Box in a household or unit in a
residential multi-unit dwelling or in an
establishment shall be treated as a separate
Subscriber. Where a Subscriber has more than 1
(one)
STB
(hereinafter
Supplementary
Connection) authorized by the DTH OPERATOR
to
receive
the
Channels
then
such
Supplementary
Connection(s)
shall
be
considered as a separate and distinct
Subscriber in all respect including License Fee.
DTH OPERATOR shall maintain proper and
accurate records of such supplementary
connection and would furnish the details thereof
as and when required by TAJ.
However, nothing in the Agreement meant for
Ordinary Subscribers shall enable the DTH
OPERATOR to distribute or re-transmit any of the
channels to any of the commercial establishment
i.e.

(i) hotels with rating of three star and above;

(ii) heritage hotels (as described in the guidelines
for
classification of hotels issued by
Department of Tourism, Government of India);
(iii) any other hotel, motel, inn, and such other
commercial establishment providing board
and lodging and having fifty or more rooms; or
(iv) in respect of programmes, shown on the
occasion of a special event for common
viewing, at any place registered under
applicable Law and to which access is allowed
on payment basis for a minimum of fifty
persons
For the avoidance of doubt it is clarified that for
distribution
of
channels
to
commercial
Establishments/ Commercial subscriber, a
separate Agreement is required to be executed in
accordance with the Rates specified in Annexure
III
7.

Packaging

DTH OPERATOR undertakes to TAJ that it shall

package TAJ channels as per applicable law
including but not limited to the relevant
regulations notified by TRAI.
DTH OPERATOR undertakes to TAJ that no TAJ
Channel shall be:
i.

disadvantaged or otherwise treated less

favorably by the DTH OPERATOR with
respect to competing channels on a genre
basis; and

ii.

included in any package or tier that

contains any channel with pornographic
content or any gambling channel. DTH
OPERATOR shall give TAJ at least three
(3) months prior written notice of any

changes to the packaging/ tiering of the

channels available on its Platform. All
changes will be made in good faith without
targeting
the
TAJ
Channels
for
discriminatory treatment vis--vis similar
channels falling within the same genre.
8.. Main Obligations of DTH OPERATOR
Any agreement entered into by
the DTH OPERATOR, with a Subscriber
shall not relieve the DTH OPERATOR, of
any of their obligations under this
Agreement and DTH OPERATOR shall
ensure that such agreements are not in
any way prejudicial to the rights and
obligations between the Parties as set out
in this Agreement.
ii

The DTH OPERATOR agrees that it shall not

make its
Subscribers take other
channels or services or fulfill any other
commercial
consideration
as
a
precondition to receive the Channel(s) of
TAJ.

iii

That the DTH OPERATOR shall continue

to offer and shall
not remove any
Channel(s) or discontinue the exhibition of
any Channel(s) offered by it as part of a
Subscriber Package for a period of six (6)
months from the date of availing such
Subscriber Package by a Subscriber or
such other higher period for which the
subscription charges have been paid by
the Subscriber in advance.
iv

Further, the DTH OPERATOR shall not

offer limited period
exhibition of any
Channel(s) to Subscribers.
Once a Channel(s) has been included in a
Subscriber
Package,
the
DTH
OPERATOR shall not stop exhibition of
any Channel(s) without strictly following

10

the procedure prescribed for changing the

composition of the Subscriber Package
under Standards of Quality of Service
Regulation (as amended).

9.

License Fee

vi

DTH OPERATOR shall not distribute the

TAJ channels outside the Territory of India.

vii

DTH OPERATOR shall protect the

Intellectual Property of TAJ and shall not
cause or permit anything which may
damage or endanger the Intellectual
Property or assist or allow others to do so.
The DTH OPERATOR shall not apply for
registration of Trade mark as a Trade mark
in its own name and shall not use any
name or mark similar to or capable of
being confused with the Trade name or
mark of TAJ. DTH OPERATOR shall not
acquire of claim any proprietary Rights in
the Intellectual Property of TAJ.

viii.

It is agreed that no independent

advertising shall be inserted by DTH
OPERATOR and DTH OPERATOR shall
not superimpose or otherwise alter any
copyright, trademarks, trade names, logos,
names on any Channel.

ix.

DTH OPERATOR undertakes to take all

appropriate and necessary steps and
measures to prevent piracy or any other
violation, disclose correctly all the
information as required by TAJ, distributed
by sub-operator only to persons in the
DTH OPERATORs SMS and CAS
database and operating within the limits of
the subscription rights as conferred in
terms of this Agreement.

For each month or part thereof during the Term of

the Agreement, the DTH OPERATOR shall pay to
TAJ the Monthly License Fee which shall be the

11

Rate multiplied
Subscriber Level.

by

the

Monthly

Average

The a-la-carte Rate for authorised subscriber

and commercial establishment per Subscriber per
month of the TAJ Channels is as set out in
Annexure II and Annexure III hereof.
The Rate per Subscriber as set out in Annexure
II and III hereof are exclusive of all taxes and
levies.
The Monthly Average Subscriber Level is equal
to the sum of the number of Subscribers on the
first and last day of the month in question divided
by 2.
For the purpose of calculation of the Monthly
License Fee payable by the DTH OPERATOR to
TAJ, Subscriber means for any calendar month,
each Set Top Box (STB), which is availing the
TAJ Channels through the DTH OPERATOR.
For the purpose of clarity even if any of the
channel(s) is subscribed during the month, the
DTH OPERATOR shall be liable to pay the
License fee for the entire month.
Notwithstanding anything to the contrary
contained elsewhere in this agreement, DTH
OPERATOR shall be liable to pay licence fee for
a minimum period of three (3) months in respect
of the channels subscribed by the DTH
OPERATOR irrespective of the mode of offering
the channel(s) by the DTH OPERATOR to its
subscribers.
Calculation of License Fee:
I.

In case the DTH OPERATOR avails one or

more or all channels of TAJ on a-la- carte
rate basis:

a.

If the DTH OPERATOR is providing the

channels on a-la-carte basis to its

12

subscribers, the Monthly License Fee for

such a-la-carte channels shall be equal to
the a-la-carte rate as set out in the
Annexure II and III (ordinary or
commercial rates as the case may be)
multiplied by the number of monthly
average number of subscribers availing
the channels on a-la-carte basis.
b.

if the DTH OPERATOR does not offer

such opted ala carte channel(s) as ala
carte to its subscribers but offers the ala
carte channel(s) in package(s) or along
with the Package(s), then the payment to
TAJ for each of the ala carte channels,
shall be calculated
(i) on the basis of subscriber base of the
package in which such opted ala carte
channel has been placed or
(ii) on the basis of subscriber base of the
package along with which such opted ala
carte channel(s) has been provided

(II)

It has been acknowledged and agreed by

the DTH OPERATOR that it shall be solely
liable to pay
all such outstanding
subscription arrears attributing to TAJ
channels availed by the DTH OPERATOR.

(III)

Payment of the License Fee shall be

subject to deduction of any withholding
tax/ TDS in accordance with the provisions
of the Indian Income Tax Act, 1961, as
amended from time to time.

(IV)

It is further clarified that if the DTH

OPERATOR offers any of the TAJ
Channels on ala-carte basis to the
Subscribers, the price/ rate of such TAJ
Channels shall be priced as per the
Telecommunication (Broadcasting and

13

Cable) Services (second) Tariff (Eleventh

amendment) Order, 2014. The DTH
OPERATOR shall not offer any of the TAJ
Pay Channels free of cost to any of its
Subscribers or anybody whatsoever. Non
compliance of the same shall be treated as
a material breach.
(V)

In the event the DTH OPERATOR fails to

pay the License Fees and/ or, upon expiry
of, or termination of the Agreement, TAJ
shall be entitled to take back the
possession of the Equipment from the
DTH OPERATOR and deactivate the
Viewing Card(s). Upon return of the
Equipment in proper working condition by
the DTH OPERATOR, the IRD Deposit
shall be refunded to the DTH OPERATOR.
In the event, the DTH OPERATOR fails to
return the Equipment to TAJ, the DTH
OPERATOR shall be liable to pay a sum of
Rs.1,000/- per day per IRD to TAJ for the
period during which the default continues.
In case the DTH OPERATOR returns the
IRD, but the Viewing Card and remote
(where applicable) are damaged or
missing, then the DTH OPERATOR shall
be liable to pay to TAJ such charges as
may be determined by TAJ. TAJ shall be
authorized to deduct the cost of damages
from the IRD Deposit.

(VI)

All payments from the DTH OPERATOR to

TAJ under this Agreement shall be paid
either by (i) Demand Draft in favour of 'TAJ
TELEVISION (INDIA) PRIVATE LIMITED',
payable at its head office or any other
place that may be specified by TAJ in
writing from time to time; or (ii) electronic
wire transfer into TAJ Bank Account,
accompanied by documentary evidence
certified by the DTH OPERATORs bank

14

that the payment has been transferred to

TAJS Bank Account.
10.

Payment Terms

The Monthly License Fee shall be paid monthly in

arrears within fifteen (15) days of receipt of
invoice raised on the basis of report of the DTH
OPERATOR by TAJ without any deduction
except deduction of withholding tax/ TDS as
provided in this RIO.
Within seven days of end of each month, the DTH
OPERATOR shall provide opening, closing and
average number of subscribers for that month,
based on which TAJ shall raise an invoice on the
DTH OPERATOR. In case the DTH OPERATOR
fails to send the report within the said period of
seven days, TAJ shall have the right to raise a
provisional invoice and the DTH OPERATOR
shall be under an obligation to pay the license fee
on the basis of such provisional invoice in
accordance with the terms of this clause.
However, the provisional invoice shall be for an
amount not more than the monthly license fee
payable by the DTH OPERATOR for the
immediately preceding month. On receipt of the
report from the DTH OPERATOR, the parties
would conduct reconciliation between the
provisional invoice raised by TAJ and the report
sent by the DTH OPERATOR.
The DTH OPERATOR shall be required to make
payments by the Due Date in accordance with the
terms hereof, and any failure to do so on the part
of the DTH OPERATOR shall constitute a
material breach hereunder. Late payments shall
also attract interest calculated from the date the
payment was due until the date the payment is
made in full at a pro rata monthly rate of 1.5%.
The imposition and collection of interest on late
payments does not constitute a waiver of the
DTH OPERATORs obligation to pay the License
Fee by the Due Date, and TAJ shall retain all of

15

its other rights

Agreement.

and

remedies

under

the

All Licence Fee payments hereunder are

exclusive of all applicable taxes including all and
any service taxes, VAT, works contract taxes,
customs duties, excise duties, entertainment
taxes and other such taxes. All such applicable
taxes shall be at DTH OPERATORs cost and will
be charged at the prevailing rates by TAJ to the
DTH OPERATOR.
If payment of the Licence Fee is subject to
deduction of any withholding tax/ TDS in
accordance with the provisions of the Indian
Income Tax Act 1961, as amended, the DTH
OPERATOR shall provide tax withholding
certificates to TAJ within such period as has been
specified in the Income Tax Act/ Rules/
Notifications/ Circulars issued thereunder.
It is explicitly made clear that in the event of any
dispute including but not limited to commercial
terms, pricing, tiering, and channel placement
arising out of the agreement, the DTH
OPERATOR shall continue to make the payment
of license fee at the Rate specified in Clause 9 till
such time the dispute is resolved through dispute
resolution mechanism specified in this RIO.
Appropriate adjustment in this regard shall be
made by the respective parties on final resolution
of the dispute.
The DTH OPERATOR agrees and acknowledge
that it shall have the sole responsibility to clear all
the accumulated arrears/dues to TAJ on the due
date during the validity of this agreement
11. Watermark/Logo

The DTH OPERATOR shall be permitted to use

its own watermark/logo on the screen which is
visible and identifiable with the service provided
by the DTH OPERATOR. However, no such
watermark/logo shall be used by the DTH

16

OPERATOR which conveys or indicates a brand

logo in any manner whatsoever. The DTH
OPERATOR shall have to seek prior written
approval from TAJ with regards to the size, type,
location of the watermark/logo to be used on the
screen by the DTH OPERATOR on TAJ channels
transmitted on its DTH platform.
12.

EPG

Before the signing of the Agreement, DTH

OPERATOR shall apprise and make available to
TAJ the EPG Policy of the DTH OPERATORs
platform.
During the entire duration of the term, the EPG of
DTH OPERATOR shall always contain the
information of the programs being shown on all
TAJ channels in a manner approved by TAJ
without any cost or fee to TAJ. DTH OPERATOR
shall provide the format in which the said
information regarding all the channels shall be
furnished by TAJ.
The Logical Channel Numbers LCNs for the
TAJ Channels shall not be changed during the
Term.
The DTH OPERATOR shall give TAJ at least
three (3) months prior written notice of any
changes to the LCNs for any other channels on
its Platform. All changes will be made in good
faith without targeting the TAJ Channels for
discriminatory treatment vis--vis similar channels
falling within the same genres.

13.

Delivery and Security

All TAJ Channels must be delivered by the DTH

OPERATOR to subscribers in a securely
encrypted manner and without any alteration.
The transmission specifications and infrastructure
allocated by DTH OPERATOR in respect of the
broadcast signals of the TAJ channels by DTH
OPERATOR to its Subscribers shall be no worse

17

than that of the signal of any other channel within

the same genre on its DTH Platform.
TAJ shall provide requisite number of Integrated
Receivers and Decoders (IRDs) subject to
payment of processing fees, interest free security
deposit per IRD and AMC charges as per the
terms of Hardware Loan Agreement to be
executed between TAJ and the DTH
OPERATOR. Further, the DTH OPERATOR shall
confirm the details of Integrated Receiver
Decoder(IRDs) in respect of all such channels
availed from TAJ in the format provided in
ANNEXURE - IV.
14. Audit

TAJ representatives shall have the right, not more

than twice in each calendar year during the term
of the Agreement, to review and/ or audit the
Subscriber
Management
System
(SMS),
Conditional Access System (CAS), other related
systems and records of Subscriber Management
System of the DTH OPERATOR relating to the
Channel(s) provided by TAJ for the purpose of
verifying the amounts properly payable to TAJ
under the Agreement, the information contained
in Subscriber Reports and full compliance with
the terms and conditions of the Agreement.
In the event an audit reveals that DTH
OPERATOR has under-reported the number of
Subscribers or the Monthly License Fee or has
misrepresented any item or has failed to keep
accurate and complete records:
(I) DTH OPERATOR shall make immediate
payment of all amounts due plus interest
thereon. In the event the audit reveals that the
License Fees due for any period exceeds the
Monthly License Fee reported by the DTH
OPERATOR by 2% or more, the DTH
OPERATOR shall in addition also pay TAJ, the
costs incurred in relation to the Audit and take
necessary steps to avoid such errors in future;
and

18

(II) TAJ shall have the option in its sole

discretion (in addition to TAJ other rights and
remedies under law or equity) to suspend
delivery of the TAJ Channels pursuant to Clause
18 and/or to terminate the agreement as per
applicable law, in the event the DTH
OPERATOR fails to make payment of all
amounts due Late interest thereon and or fails to
take steps to avoid recurrence of errors in
reporting.
(III) The DTH OPERATOR shall remain the
sole owner and holder of all customer databases
compiled by the DTH OPERATOR under this
Agreement.
The DTH OPERATOR will maintain at its own
expense a subscriber management system
(SMS) capable of, at a minimum:
(a).

maintaining a computerised customer

database capable of recording adequate
details of each Subscriber, including name,
address, chosen method of payment and
billing;

(b)

administering subscriptions of Subscribers

by producing and distributing contracts for
new Subscribers and setting up and
maintaining an infrastructure whereby
Subscriber contracts are collected and
recorded in the SMS database for ongoing
administration;

( c ).

handling
all
ongoing
administrative
functions in relation to Subscribers,
including, without limitation, billing and
collection of subscription payments, credit
control, sales enquiries and handling of
complaints;

19

(d)

administering
payments
of
any
commission fees from time to time payable
to the DTH OPERATORs authorised
agents for the sale to Subscribers of
programming packages;

(e)

obtaining and distributing receivers and

smartcards, if applicable, to Subscribers,
and issue replacement smartcards from
time to time in its discretion; and

(f)

enable new Subscribers via the SMS

addressing system and disable defaulting
Subscribers from time to time in its
discretion.

(IV)

The DTH OPERATOR shall maintain

accurate, complete and up to date records
of every subscribers details, details of the
location of every STB, smart card, records
and accounts of billings including
historical billing data, type of subscribers,
sub licenses, correct conditional access
log, SMS data, duly executed agreements
with
subscribers,
forms
filed
by
Subscribers, receipt books regarding
payments from the Subscribers, books of
accounts and records reflecting all
transactions relating to the Services and
authorizations of STB / CPE, in particular
the name, complete address, billing and
payment details of all Subscribers
(Subscriber
Records).
The
DTH
OPERATOR shall ensure that its SMS
and billing software allows for monitoring
and printing historical data relating to
subscriber activation and/or deactivation,
going back to at least 2 (two) years at any
point of time.

(V)

DTH OPERATOR shall, at the request of

TAJ, send a report in respect of systems,

20

measures and compliances with this

Clause 14, in accordance with the format
and medium, electronic and hard copy, as
may be specified by TAJ from time to
time. Such report shall be authenticated
by the agencies or vendors providing CA
software and subscriber management /
billing system software. It is agreed
between the Parties that neither TAJs
acceptance of any such information or
payment, nor TAJs inspection or audit of
the DTH OPERATOR's records or
accounts shall prevent TAJ from later
disputing the accuracy or completeness of
the same provided that TAJ submits
reasons for disputing the same.
(VI)

The SMS, CAS, billing, IT systems, and

all Subscriber Records that are relevant
for the purpose of the Agreement shall be
available for inspection and audit by TAJ
or TAJs representatives (i) at any time
during normal business hours during the
Term of this Agreement and for three
months after the termination of the
Agreement, as the case may be, to
ensure compliance with the Anti-Piracy
obligations of the DTH OPERATOR; and
(ii) on 3 (three) calendar days prior written
notice during normal business hours to
ensure compliance with all other terms of
the Agreement during the Term of this
Agreement and for three months after the
termination of this Agreement.

(VII)

The DTH OPERATOR shall give TAJs

representatives any assistance they may
reasonably require in connection with their
audit investigations. In the event a breach
of the Agreement has been discovered
during the course of such audit or

21

inspection, TAJs representatives shall

have the right to take printouts,
photocopies and computer copies of the
Subscriber Records, or any portion
thereof, reasonably required to provide
evidence of such breach, and the DTH
OPERATOR agrees to extend reasonable
co-operation in this regard.
(VIII) In the event an audit or inspection by
TAJs representative(s) reveals that the
DTH OPERATOR has under-reported or
has misrepresented any item having a
bearing on the computation of the License
Fee payable by the DTH OPERATOR,
TAJ shall provide the DTH OPERATOR
with written notice setting out the amount
of such additional fee (Shortfall Amount)
payable by the DTH OPERATOR to TAJ
(Notice of Shortfall). Upon receipt of the
Notice of Shortfall, the DTH OPERATOR
shall immediately, and in any event no
later that 2 (two) calendar days from the
date of receiving such Notice of Shortfall
pay the Shortfall Amount together with
interest at the Default Interest Rate for the
period from the date when the payments
should have been made by the DTH
OPERATOR until the actual date of
payment in the manner set out in Clause
9 of this Agreement.
(IX)

If the Shortfall Amount due for any period

exceeds the fees reported by the DTH
OPERATOR to be due for such period by
2 (two) percent or more, the DTH
OPERATOR shall bear all costs incurred
by TAJ in connection with such review
and / or audit, and shall take any actions
necessary to avoid such errors in the
future and such obligation shall survive

22

the termination of the Agreement. If within

a period of 2 (two) weeks from the date of
demand by TAJ, the DTH OPERATOR
fails to pay the Shortfall Amount or any
other amounts found due on the basis of
such audit/ inspection, including the cost
and expenses of such audit/ inspection,
TAJ shall have the right to deactivate or
disconnect
the
Channel(s)
and/or
terminate the Agreement in accordance
with applicable Law without prejudice to
its right to claim the amounts due to TAJ
in addition to any other action that may be
deemed appropriate.
(X)

The scope of such audit conducted by

TAJ in accordance with Clause 14 (VI)
shall be as set out in ANNEXURE - V The
DTH OPERATOR shall provide full
cooperation to TAJs auditors in order to
carry out the audit including but not limited
to granting unfettered, unqualified and
unrestricted access to DTH OPERATORs
facilities and systems including but not
limited to SMS, CAS, IT, billing, and other
systems and providing documents as may
be required by the auditors. DTH
OPERATOR shall have no objection to
the auditors carrying or using their own
equipment, systems including but not
limited to laptops, software and hardware
for conducting such audit and shall be
provided with free ingress and egress
from the premises wherein such audit is
conducted. The DTH OPERATOR shall
not refuse, oppose, or defeat data
retrieval, data storage, or data analysis by
the auditor at any stage during the audit.
The auditor shall own and possess all
working data. Further, the auditor shall be
free to decide and devise the

23

methodology and the manner for

conducting the audit. The provisions
contained in this Clause shall also apply
to Technical Audits as stated in Clause 15
herein below. Any breach by or on the
part of the DTH OPERATOR with regard
to the above covenants shall be construed
as material breach of this Agreement.
15.

Anti Piracy

In order to prevent theft, piracy, unauthorized

retransmissions, redistribution or exhibition,
copying or duplication of any Channel, in whole or
in part, (hereinafter collectively referred to as
Piracy), the DTH OPERATOR shall, prior to the
commencement of the Term of the agreement
and at all times during such Term, employ,
maintain, and enforce fully effective conditional
access delivery and content protection and
security systems, and related physical security
and
operational
procedures
(hereinafter
collectively referred to as the Security Systems)
as may be specified (security specifications), in a
non-discriminatory manner in writing, from time to
time, by TAJ. The DTH OPERATOR shall comply
with the Anti-Piracy Requirements of TAJ set out
in Clause VI and VII in ANNEXURE - V and also
provide full and complete information for
conducting Technical Audit by furnishing details
outlined in clause I, II, III, IV and V of
ANNEXURE - V attached herewith.
To ensure the DTH OPERATORs ongoing
compliance with the security requirements set out
in the Agreement, TAJ may require technical
audits (Technical Audit(s)) conducted by an
independent and/or TAJs representative security
technology auditor (Technical Auditor and/or
TAJs representative), approved by TAJ in
writing no more than twice in each calendar year
during the Term, at TAJ cost and expense. If the
results of any Technical Audit are not found to be
satisfactory by either the DTH OPERATOR or
TAJ, then TAJ shall work with the DTH

24

OPERATOR in resolving this issue in the next

fourteen (14) business days. If a solution is not
reached at by then, TAJ may, in its sole
discretion, suspend the DTH OPERATORs right
to distribute the Channels or take other actions as
provided under the Agreement, until such
systems, procedures and security measures have
been corrected to TAJ satisfaction. The DTH
OPERATOR shall bear the cost and expense of
any subsequent Technical Audit to verify that the
systems, procedures and security measures have
been corrected by the DTH OPERATOR to TAJ
satisfaction.
The DTH OPERATOR shall deploy finger printing
mechanisms to detect any piracy, violation of
copyright and unauthorized viewing of the
Channels, distributed / transmitted through its
Platform at least every 10 minutes on 24 x 7 x
365(6) basis.
The DTH OPERATOR shall not authorize, cause
or suffer any portion of any of the Channels to be
recorded, duplicated, cablecast, exhibited or
otherwise used for any purpose other than for
distribution by the DTH OPERATOR at the time
the Channels are made available. If the DTH
OPERATOR
becomes
aware
that
any
unauthorized third party is recording, duplicating,
cable casting, exhibiting or otherwise using any or
all of the Channels for any other purpose, the
DTH OPERATOR shall within ten minutes of so
becoming aware of such recording, duplicating,
cable casting, exhibiting or otherwise using any or
all of the Channels for any other purpose, notify
TAJ and the DTH OPERATOR shall also switch
off the concerned Set Top Box to prevent such
unauthorized use. However, use of a Set Top Box
with Personal Video Recorder/ Digital Video
Recorder facility which has been supplied by the
DTH OPERATOR shall not be treated as
unauthorized use, as long as such Set Top Box is
used in accordance with the terms and conditions

25

of the subscription agreement between the DTH

OPERATOR and the subscriber. The DTH
OPERATOR shall comply with the specifications
for Set Top Box, Conditional Access System and
Subscriber Management System as set out in
Annexure VI attached herewith.
If so instructed by Information (as defined below)
by TAJ, the DTH OPERATOR shall shut off or deauthorize the transmission to any unauthorized
subscriber/ subscriber indulging in piracy, within
Ten minutes from the time it receives such
instruction from TAJ. Any communication under
this clause shall be considered as valid
Information only if (i) the information is sent
through e-mail in a format as mutually agreed by
the parties and (ii) the information is sent by a
person(s) who is designated to send such
information. However the information may even
be provided by TAJ representatives through other
means of communications such as telephonic
message, fax etc and the said information shall
later be confirmed by TAJ through e-mail and the
DTH OPERATOR shall be under obligation to act
upon such information.
16.

Reports

The DTH OPERATOR will maintain at its own

expense a Subscriber Management System
(SMS) which should be fully integrated with the
CAS (Conditional Access System).
The DTH OPERATOR shall provide to TAJ
complete and accurate opening and closing
subscriber monthly reports (separately for
ordinary and commercial subscribers) for the TAJ
Channels and the tier and/ or package containing
TAJ Channels within seven (7) days from the end
of each month in the format provided by TAJ.
Such reports shall specify all information required
to calculate the Monthly Average Subscriber
Level (including but not limited to the number of
Subscribers for each TAJ Channel and each

26

package in which a TAJ Channel is included) and

the Licence Fees payable to TAJ and shall be
signed and attested by an officer of the DTH
OPERATOR of a rank not less than Head of
Department/ Chief Financial Officer who shall
certify that all information in the Report is true and
correct.
17. Acquired Systems

If DTH OPERATOR merges with, acquires or is

acquired by a competing DTH OPERATOR within
the Territory (Competing Platform) and TAJ
Channels are not carried on the Competing
Platform at the time of merger and in the event
following the merger the Competing Platform
carries the TAJ Channel pursuant to this
Agreement or DTH OPERATOR distributes the
said Channel to the Subscribers of the
Competing Platform, DTH OPERATOR or the
successor shall be obligated to pay to TAJ an
increased Subscription Fee from the effective date
of the merger, as mutually negotiated between
Parties within 30 days from the date of the merger
on the basis of the subscriber base of DTH
OPERATOR and the Competing Platform or the
successor /affiliates/joint ventures/networks as the
case maybe. In case of parties failing to arrive at a
mutually acceptable Increased Subscription Fee,
the Parties agree to refer the matter to TDSAT. It
is hereby clarified that the increased Subscription
Fee shall be over and above the Subscription Fee
payable by DTH OPERATOR under this
Agreement.
If DTH OPERATOR merges with, acquires or is
acquired by a Competing Platform and the TAJ
Channel(s) are carried on Platform and the
Competing Platform, then the fee payable by the
combined entity / platform would be in accordance
with the respective agreements of TAJ, with the
platform and competing platform prior to such
merger, till a fresh agreement is entered into with
TAJ for the combined entity.

27

Identical procedures will be followed in

circumstances where the Platform merges with,
acquires or is acquired by multiple Competing
Platforms simultaneously or a party which owns
multiple Competing Platforms.
18.

Suspension Rights

Subject to any applicable laws, TAJ shall have

the right to suspend delivery of the TAJ Channels
to the DTH OPERATOR after giving 21 days
notice in terms of the applicable Law, in the event
of:
i.

a material breach related to License Fee if

the same is not paid by the DTH
OPERATOR by the Due Date;

ii.

a material breach related to anti piracy, if

such breach is not cured within the initial
notice period of two (2) days; or

iii.

a material breach not related to anti piracy/

non payment of Monthly License Fee, if
such breach is not cured within the initial
ten (10) day notice period.

The DTH OPERATOR shall pay the License Fees

during such suspension period; provided
however, that if it is later proven that such
suspension was in bad faith or not in accordance
with the terms of this Agreement then TAJ shall
reimburse the DTH OPERATOR any amount paid
by the DTH OPERATOR to TAJ during such
suspension period.
19

Termination

(A). Either Party has a right to terminate the

Agreement by a written notice, subject to
applicable Law, to the other in the event of:
i.

material breach of the Agreement by the

other Party which has not been cured
within Twenty One (21) days of being
required in writing to do so;

28

ii.

the bankruptcy, insolvency or appointment

of receiver over the assets of the other
Party;

iii.

the Digital addressable cable TV system

license or any other material license/
permission necessary for the DTH
OPERATOR to operate its DTH services
being revoked at anytime other than due to
the fault of the DTH OPERATOR.
I

TAJ shall have the right to terminate this

Agreement by a written notice to the DTH
OPERATOR forthwith if:

i.

DTH OPERATOR breaches any of the Anti

Piracy Requirements and fails to cure such
breach within ten (10) days of being
required in writing to do so; or

ii.

TAJ discontinues the TAJ Channels with

respect to all distributors in the Territory.

II The DTH OPERATOR shall have the right to

terminate this Agreement on written notice to TAJ
if the DTH OPERATOR discontinues its cable
business and provides at least ninety (90) days
prior written notice.
III In the event that the Parties fail to enter into a
new agreement prior to the expiry of the Term,
the provisions of the Agreement shall continue to
apply to the Channels provided to the DTH
OPERATOR until the earlier of: (i) the execution
of a new agreement between the Parties for the
provision of the Channels; or (ii) 3 (three) months
from the date of expiry of Agreement. In the
event that the Parties enter into a new agreement
in respect of the Channels, prior to the expiry of
the aforesaid period of 3 (three) months, the new
agreement shall apply from the date of expiry of
the Term

29

IV The procedure for disconnection of signals of

the Channels by either Party shall be subject to
the provisions contained in Regulation 6 of the
Interconnection Regulations
V In the event the IRD Box/CAM and or Viewing
Card is/are transferred to any other location in
breach of this Agreement, the Agreement shall be
automatically terminated without prejudice to any
other rights of TAJ under this Agreement or Law.
VI TAJ shall have the right to disconnect the
Channels provided to the DTH OPERATOR at
any time by giving a prior written notice of 21
(twenty one) calendar days, specifying the
reasons for such disconnection.
VII The right of TAJ to terminate this Agreement
shall be in addition to, and without prejudice to
any other rights or remedies available to TAJ
under this Agreement or Law.

20.

Effect of Termination

Upon expiration or termination of the Agreement,

all rights granted to and obligations undertaken
by the Parties under the Agreement shall
terminate immediately except:
i.

DTH OPERATORs obligations to pay

Subscription Fees accrued under the
Agreement upon or prior to the expiration
or termination of the Agreement; and

ii.

the indemnity obligations of the Parties;

and

iii.

the confidentiality
Parties; and

iv.

such other rights as may accrue to the

Parties under applicable laws.

obligations

of

In addition, DTH OPERATOR shall forthwith:

30

the

v.

cease to use the Intellectual Property

Rights of the Broadcaster and shall sign
such confirmation of cessation of use of
such Intellectual Property Rights as
Broadcaster may require;

vi.

cease to provide or distribute/ transmit the

Channels to the Subscribers;

vii.

return back to the Broadcaster the IRDs.

viii.

The DTH OPERATOR shall prepare and

deliver to TAJ a final Subscriber Report
relating to any amounts due to TAJ
forthwith;

ix.

All Promotional Materials of TAJ and/or

Confidential Information, which are in the
possession of the DTH OPERATOR, its
sub-operators or any of their Affiliates or
under their control shall be returned to TAJ
or be otherwise disposed of in accordance
with the TAJs directions;

The expiry or termination of the Agreement shall

be without prejudice to any rights which have
already accrued to either Party under the
Agreement prior to the date of expiry or
termination.
The Parties shall immediately cease to make any
representations that they are associated with
each other in the Area.
Termination of the Agreement shall not absolve
the DTH OPERATOR of its obligations and
stipulations under the Agreement.
The provisions of Clauses 24, 26-35 shall survive
the termination of this Agreement.

31

21. Intellectual Property

(I) TAJ and its licensors shall have the sole right
and privilege to determine which events and
programmes, advertisements, messages and the
like shall be included in the channels. the DTH
OPERATOR agrees and undertakes to distribute
the channels in their entirety in the same manner
as such channels are delivered by TAJ, without
any cutting, editing, dubbing, scrolling or ticker
tape, interruptions, picture squeezing or re-sizing,
insertion of graphic or animated overlays, pullthroughs or crawls, deletions or additions,
blacking out, substituting or any other
modification, alteration, addition, deletion or
variation, substituting or any other modification,
alteration, addition, deletion, variation or other
interference or interruption in any manner.
(II) The DTH OPERATOR shall use its best
efforts to promote an awareness of the Channel
among its Subscribers and potential subscribers.
The DTH OPERATOR acknowledges that the
Channel Marks and associated marks and names
(and the names of programs which appear in the
Service) are and shall remain the exclusive
property of TAJ and its licensors, as applicable.
The DTH OPERATOR has not and shall not
acquire any proprietary or other rights or interests
therein by reason of this Agreement. TAJ shall
have the sole discretion to approve the use of
such Channel Marks by the DTH OPERATOR
with respect to the programmes included in the
Channels. The DTH OPERATOR shall keep fully
confidential and shall not publish or disseminate
any material or information which violates any
conditions imposed by TAJ or its programme
suppliers and disclosed to DTH OPERATOR by
for the purpose of this Agreement. TAJ
acknowledges and agrees that the DTH
OPERATOR shall have the right to use the
Channel Marks to promote the Channel(s)
through programme guide, programme listing,
internet website and for the purpose of displaying
the electronic program guide if any.

32

(III) All rights to the Channels and its contents are

specifically reserved to TAJ and its licensors, as
appropriate, and may be freely exercised and
exploited by them by any means, any locations
and in any manner whatsoever.
(IV) Notwithstanding anything contained in this
Agreement, the DTH OPERATOR agrees that
TAJ, its parent, successors, assigns or any entity
that owns or controls TAJ, directly or indirectly
during the Term hereof or for any extension, may
re-name and/or re-brand the Channels in its sole
discretion.
22. Representations And Warranties
(I) Each Party represents and warrants to the
other Party that:
(a) each of them is a duly incorporated and is a
validly existing under applicable Law and has full
authority and all rights (including necessary
licenses
and
approvals
from
competent
authorities) necessary to perform its obligations
under this Agreement;
(b) upon execution hereof, this Agreement shall
be legally binding on such Party and enforceable
against such Party and will not result in any
violation of any applicable Law;
(c) it has obtained, and shall maintain in full force,
during the Term of this Agreement, all approvals
and consents necessary to perform its obligations
under this Agreement and operate the business it
is conducting in connection with this Agreement,
as applicable and no consent, authorization,
licence or approval of any Governmental Authority
that has not been applied for or obtained is
required to authorize the execution, delivery, or
performance of this Agreement.
(II) The DTH OPERATOR undertakes, represents
and warrants to TAJ that:

33

(a) the DTH OPERATOR has conducted its

business at all times in accordance with
applicable Laws in all material respects and the
terms of each license, registration and permit held
by it and has obtained all the licenses, permits,
registrations from any Governmental Authority
required under applicable Law for the DTH
OPERATOR to operate the Distribution System
within the permitted Area. The registration or
license to operate the DTH Platform within the
permitted Territory and all other necessary
supporting documents, including licenses or
registrations of all sub-operators are valid and
shall continue to remain valid during the Term of
this Agreement. The DTH OPERATOR confirms
that it shall abide by the applicable Laws and
Regulations and shall duly inform TAJ in the
event of any changes or termination in its
registrations or in the event of a change in name
within 10 (ten) calendar days of such change. Any
failure on the part of the DTH OPERATOR to
inform TAJ in the event of any such change within
10 (ten) calendar days of such change shall be
construed as a material breach of this Agreement;
(b) the DTH OPERATOR has not received any
written notice from any Governmental Authority
with respect to any violation of any applicable Law
and no fact or circumstance exists which is likely
to lead to any license, registration or permit which
is material to the Distribution System of the DTH
OPERATOR being revoked, varied, cancelled,
suspended or not renewed.
( c ) the Distribution Systems used by it to
exercise the rights under this Agreement meet the
requirements of applicable Laws and regulations,
as amended from time to time, and this
Agreement. The DTH OPERATOR shall not
generate or retransmit any unencrypted signals or
feeds from its Head End;

34

(d) it shall not pledge, charge or encumber or in

any way part with the possession of the
Equipment without the prior written permission of
and shall not remove/shift any equipment used to
avail of the Services from the address referred to
in Annexure-IV, without the prior written consent
of the Licensor;
(e) it shall not shift, remove, modify, misuse or
tamper with the equipment used to avail of the
Services including the paper seal to prevent
opening of the equipment or any signals
emanating there from, in a manner that prevents
the identification of the equipment number or
interferes with the signals emanating there from;
(f) it shall not distribute the Channels other than
by itself as specified in clause II of Annexure-IV
hereto or otherwise deal with the Channels except
as expressly authorized under this Agreement. It
is hereby clarified that the DTH OPERATOR shall
offer the Channel(s) to it subscribers either on Ala-carte or within and as part of Subscriber
Package;
(g) it shall not distribute the Channels (i) outside
the Area; (ii) to any other Person other than the
Subscriber in a manner specified in the
Agreement;
(h) It has the appropriate net worth, good and
paying subscriber base, necessary infrastructure
including office, support staff and the equipment
for running the Distribution System smoothly and
efficiently so as to enable the DTH OPERATOR to
discharge all its obligations under this Agreement.
The DTH OPERATOR further represents that it is
not in breach of any contractual obligation with
respect to other service providers with whom it is
connected;
(i) all information provided by the DTH
OPERATOR to TAJ in connection with this
Agreement has been provided in good faith. All

35

information which has been provided by the DTH

OPERATOR to TAJ in connection with this
Agreement is true and accurate, and such
information does not omit to state a material fact
necessary to make the statements therein, in light
of the circumstances in which they are made, not
misleading.
(j) the DTH OPERATOR has not received any
petition for, and no order has been made or a
resolution been passed for the winding up of the
DTH OPERATOR or for the appointment of any
provisional liquidator or administrator over any or
all the assets of the DTH OPERATOR or the
suspension of payments, a moratorium of any
indebtedness,
winding-up,
dissolution,
administration or re-organisation (by way of
voluntary arrangement, scheme of arrangement or
otherwise) of the DTH OPERATOR and no
analogous procedure or step is being taken or is
pending or threatened in any jurisdiction. No
receiver has been appointed in respect of the
whole or any part of any of the assets of the DTH
OPERATOR.
(k) there are no legal proceedings pending against
the DTH OPERATOR which would materially
affect the ability of the DTH OPERATOR to
perform its obligations under this Agreement.
The provisions of this Clause 22(II) shall also
apply to sub-operators and Affiliates of the DTH
OPERATOR who are distributing the Channels
through the Distribution System in the Area. The
breach of any of the above shall constitute a
material breach of this Agreement and shall
entitle TAJ to terminate this Agreement. The
rights of TAJ under this Clause shall be in
addition to and without prejudice to any other
rights available to it in Law or under this
Agreement.
(III) Except as expressly set out in this
agreement and to the maximum extent permitted

36

by Law, the Channels are provided by the

Licensor on an 'as-is' 'where-is' basis without
warranties of any kind whatsoever, express or
implied, including in relation to quality,
merchantability, fitness for purpose or noninfringement or that the services will be error free
or uninterrupted.

23. Regulatory Intervention

In the event that there is any change to any

applicable statutes, enactments, acts of
legislation or parliament, laws, ordinances, rules,
by-laws or regulations of any government or
statutory authority in India including but not
limited to the Ministry of Information and
Broadcasting and The Telecom Regulatory
Authority or any final un-appealable order of any
competent court or tribunal which would have a
material adverse effect on either of the Parties,
then the affected Party may request that the
Parties consult as soon as reasonably practicable
with a view to negotiating in good faith an
amendment to this Agreement including but not
limited to the license fees payable hereunder,
such amendment to take effect from the date of
such change. In the event that the Parties are
unable to agree on an amendment within fortyfive (45) days of the date of the request by the
affected Party, then either Party may request
TDSAT to resolve such dispute.

24. Indemnity and Limitation of Liability

(I)

The DTH OPERATOR shall without any

limitations as to time period or amounts
keep and hold TAJ and its Affiliates,
officers, directors, employees and agents
fully indemnified and harmless against all
claims, suits, actions, proceedings, causes
of action, damages, awards, liabilities,
costs and/or expenses of any kind
(including reasonable attorneys fees)
arising out of any misrepresentation or

37

fraud committed by the DTH OPERATOR,

or actual or alleged breach of any terms of
this Agreement by the DTH OPERATOR
(including but not limited to breach of any
representation and warranty provided by
the DTH OPERATOR to TAJ).
(II)

It is expressly understood and agreed

between the Parties that TAJ shall have no
liability or obligation whatsoever under this
Agreement,
towards
the
DTH
OPERATOR, the Subscribers or any other
person or Governmental Authority, arising
from and/or in respect of:
(a) any defect in any Equipment (including
without limitation IRDs / Viewing Cards)
attributable to or resulting from any
unauthorized/improper use, tampering,
negligence or failure to follow TAJ's
instruction, or any use of the Equipment
with any apparatus or Equipment not
authorized by TAJ, in which event TAJ
shall not be under any obligation to provide
DTH OPERATOR with any other
Equipment;
(b) any inaction, default or on the part of
the DTH OPERATOR, its distributor or
installer;
(c) any delay or failure in the performance
of this Agreement caused by any reason or
event beyond the control of TAJ;
(d) deactivation, disconnection, interruption
of the Channels or termination of this
Agreement by TAJ in accordance with the
terms of this Agreement for any reason
whatsoever (including without limitation on
account of the non-payment of License
Fee by the DTH OPERATOR or on
account of any other breach of this
Agreement by the DTH OPERATOR); or

38

(e) failure on the part of the DTH

OPERATOR to maintain the licenses and
approvals required under applicable Law;

25.

(III)

The DTH OPERATOR undertakes that it

shall be solely responsible for dealings
with the Subscribers and shall be liable for
any claims, actions, demands or
proceedings by the Subscribers arising out
of the actions or omissions of DTH
OPERATOR. Nothing in this Agreement or
the contract(s) executed between the
Subscriber and the DTH OPERATOR or
the operator or sub-operator shall entitle
the Subscriber to receive the Channels
from TAJ or create any direct relationship
between the Subscriber and TAJ.

(IV)

TAJ shall not be liable to the DTH

OPERATOR, any Subscriber or to any
other Person, whether under contract, tort
or otherwise, for any indirect, special,
incidental or consequential damages or for
any lost profits, business, revenues or
goodwill arising out of or in connection with
this Agreement or the provision of the
Channels or inability to provide the same
whether or not due to suspension,
interruption or termination of the Channels
or for any inconvenience, disappointment
due to deprival of any programme or
information whether attributable to any
negligent act or omission or otherwise.

(V)

Without prejudice to the foregoing, the

maximum aggregate liability of TAJ for
proven and awarded direct damages or
losses that may arise out of or in
connection with this Agreement shall not
exceed the License Fee actually paid by
the DTH OPERATOR to TAJ hereunder.

Compliance with Laws: The DTH OPERATOR, its sub-operators and

their respective affiliates shall at all times ensure

39

that their employee(s), directors(s), personnel

adhere to all applicable laws, including but not
limited to the anti-corruption and anti-bribery
laws, provisions of the prevention of corruption
act, 1988, prevention of money laundering Act,
2002. The DTH OPERATOR, further agree that
any person working on their behalf in connection
with the services or this agreement shall not
make any payment or transfer anything of value,
directly or indirectly to: any governmental official
or
employee
(including
employees
of
government-owned and government-controlled
corporations
and
public
international
organizations); any political party, official of a
political party, or candidate for public office; any
intermediary, including, but not limited to, agents
or family members of government officials, for
payment to any government official; any other
person or entity in a corrupt or improper effort to
obtain or retain business or any advantage, in
connection with TAJs affairs; any person selling
a competing product in order to eliminate or
restrict competition, including, but not limited to,
agreements to divide the market; or any other
person or entity; if such payment or transfer
would violate the applicable law of the country.
26.

Confidentiality

(I) subject to clause 26 (III) the parties agree

to keep all confidential information including
without limitation, data pertaining to the business
of the other party, subscriber details, license fee,
pricing, information regarding the strategy and
volume of business of the other party strictly
confidential at all times.
(II)
Any information provided by one Party to
the other Party under the Agreement is to be
held strictly in confidence by the other Party and
shall not be used by the other Party for a
purpose other than the purpose for which it is
intended under this Agreement without written
consent of the other.

40

(III)
Notwithstanding the provisions contained
in Clause 26(I) and 26(II), either Party may
disclose Confidential Information:
(a) if and to the extent necessary to be disclosed
under the applicable Law or by any Governmental
Authority to whose jurisdiction the Party is
subject;
(b)
in so far as it is required to be disclosed to
Affiliates,
the
employees,
directors
or
professional advisers of any Party, provided that
any such disclosure is on a need-to-know basis
and the disclosing Party shall procure that the
persons to whom it is disclosed in terms of this
provision treat such information as confidential;
(c) if and to the extent the Confidential
Information has come into the public domain,
otherwise than as a direct or indirect
consequence of any breach of the terms and
conditions of this Agreement and through no
fault of that Party; or
(d) if and to the extent all the other Parties
have given prior written consent to the disclosure
of such Confidential Information.
27.

Specific Performance

The parties agree that damages may not be an

adequate remedy and the parties shall be
entitled to an injunction, restraining order, right
for recovery, suit for specific performance or
such other equitable relief as a court of
competent jurisdiction may deem necessary or
appropriate to restrain the other party from
committing any violation or enforce the
performance of the covenants, representations
and obligations contained in this agreement.
These injunctive remedies are cumulative and
are in addition to any other rights and remedies
the parties may have at law or in equity,
including without limitation a right for damages.

41

28.

Guarantee

The DTH OPERATOR shall procure that its

affiliates, sub-operators and their affiliates who
are operating in the area comply with the terms
of this agreement and perform their obligations
hereunder. The DTH OPERATOR guarantees
the performance of the obligations under the
terms of this agreement. Any breach or default of
this clause by the DTH OPERATOR shall
constitute a material breach by the DTH
OPERATOR of the terms of this Agreement.

29.

Agency

Neither the DTH OPERATOR nor TAJ shall be

or hold itself out as the agent of the other under
this Agreement except with the express written
consent of the other. No third party shall be
deemed to have any privity of contract or direct
contractual or other relationship with TAJ by
virtue of this Agreement or by TAJs delivery of
the services to the DTH OPERATOR.

30.

Waiver

No waiver of any of the terms or conditions hereof

shall be valid or binding unless made in writing
and duly executed by or on behalf of the Parties.
No waiver by any party of any default with respect
to any provision, condition or requirement hereof
shall be deemed to be a waiver of any other
provision, condition or requirement hereof. No
delay or omission of any Party to exercise any
right hereunder on one occasion in any manner
shall impair the exercise of any such right on any
other occasion.

31.

Force Majeure

Neither party shall be liable to the other for any

delay in the performance of its obligations caused
by any reason beyond its reasonable control,
including without limitation, an act of god,
Governmental action, war, civil insurrection, riot,
act of terrorism, labour unrest or dispute,
epidemics or satellite failure or satellite jamming
which may affect the retransmission of signals of
any of the channels to the subscribers. provided
that nothing contained in this clause shall apply to
the obligation of the DTH OPERATOR the pay

42

the License
Agreement.

Fee

in

accordance

with

this

32.

Assignment

The DTH OPERATOR shall not have the right

without the prior written consent of TAJ, to
assign, transfer, convey, delegate or sub-contract
this Agreement or any of its rights or obligations
hereunder. TAJ may assign or transfer its rights
or obligations under the Agreement to any party
acquiring all or a substantial portion of its
business or to any corporation or entity
controlling, controlled by, or under common
control with TAJ.

33.

Notices

Any Notice provided for in this Agreement shall

be In writing and shall be (I) First transmitted by
Email or facsimile transmission, and then
confirmed by Postage, Prepaid Registered Post
With Acknowledgement Due or by Internationally
Recognised Courier Service; or (Ii) Sent by
Postage, Prepaid Registered Post With
Acknowledgement Due Or By Internationally
Recognized Courier Service:
A.

In the case of notices to TAJ:

Mr. []
Address:
Facsimile:
Email:

B.

34. Severability

In the case of notices to the DTH

OPERATOR:
Mr. []
Address:
Facsimile:
Attention:
Email:

If any provision of this Agreement is determined

to be invalid, illegal or unenforceable by a
competent legal forum, the remaining provisions

43

of this Agreement shall continue in full force and

effect.

35.

Jurisdiction

The Governing law shall be the Indian Law and

Telecom Disputes Settlement and Appellate
Tribunal (TDSAT) shall have exclusive jurisdiction
in respect of any dispute between the parties,
arising out of/ in connection with or as a result of
the Agreement. Further, in case of dishonor of
cheque(s), the parties agree that the Delhi courts
only shall have the exclusive jurisdiction to try
cases under section 138 of the Negotiable
Instruments Act, 1881. Disputes or differences
arising between the parties as to the effect,
validity or interpretation of this Agreement or to
their Rights , duties or liabilities there under,
failing amicable resolution through mutual
negotiations, shall be subject to the exclusive
jurisdiction of Courts of New Delhi.

44

ANNEXURE - I
TAJ CHANNELS
List of Standard Definition (SD) Channels offered to DTH Operators
Sr.
No
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33

Name of the Channel(s)

Zee TV
Zee Cinema
Zee Marathi
Zee caf
Zee Studio
Zee Bangla
Zee Salaam
Zee ETC
Zing
Zee Jagran
Zee Talkies
Zee Khana Khazana
Zee Smile
Zee Kannada
Zee Telugu
Zee Classic
Zee Action
Zee Premier
9X
Zee Bangla Cinema
Zee Q
& Pictures
Zee Anmol
Zindagi
Zee News
Zee Punjab Haryana Himachal
Zee Business
Zee Sangam
24 Ghanta
Zee 24 Taas
Zee Tamizh
Zee Kalinga
Zee
Madhya
Pradesh

45

34
35
36
37
38

II

Chattisgarh
Zee Marudhara
Ten Sports
Ten Cricket
Ten Action
Ten Golf

List of High Definition (HD) Channels offered on DTH Platform

Sl no.

Name of the Channel

1
2
3
4

Ten HD
Zee TV HD
Zee Cinema HD
Zee Studio HD

******

46

ANNEXURE - II
RATES OF TAJ CHANNELS OFFERED IN STANDARD DEFINITION (SD)
APPLICABLE TO ORDINARY SUBSCRIBERS ON DTH PLATFORM
Rates of TAJ channels applicable to Ordinary Subscribers including
Commercial Subscribers other than (i) hotels with rating of three star and
above; (ii) heritage hotels (as described in the guidelines for classification of
hotels issued by department of tourism, government of India; (iii) any other
hotel, motel, inn and such other commercial establishment providing board
and lodging and fifty or more rooms; and in respect of programmes shown on
the occasion of a special event for common viewing, at any place registered
under the entertainment tax law and to which access is allowed on payment
basis for a minimum of fifty persons.
Rate Card applicable for DTH OPERATORs for Ordinary Subscribers.
* A-La-Carte Rates TAJ Channels:
Sl
no.

Name of the
Channel

Zee TV

2
3

Zee Cinema
Zee Marathi

Zee Cafe

5
6

Zee Studio
Zee Bangla

7
8

Zee Salaam
Zee ETC

9
10

Zing
Zee Jagran

Genre

Analog Rate
payable for each
Ordinary
subscriber.
(Rs)

Hindi
General
Entertainment
Hindi Movies
Marathi
General
Entertainment
English
General
Entertainment
English Movies
Bangla
Entertainment
Urdu Infotainment
Hindi
General
Entertainment
Music/Youth GEC
Spiritual
and
Religious

47

15.96

Rate payable
per
month
by
DTH
OPERATOR for each
Ordinary Subscriber
(42% of Analogue
rate)
(Rs.)
6.70

15.96
9.84

6.70
4.13

9.84

4.13

8.61
9.97

3.62
4.19

17.25
3.69

7.24
1.55

6.15
2.46

2.58
1.03

11
12
13
14

15

16
17
18
19
20
21
22
23
24
25
26

27
28
29
30
31
32
33

34

Entertainment
Zee Talkies
Marathi Movies
Zee Khana English Lifestyle
Khazana
Zee Smile
Hindi
General
Entertainment
Zee Kannada Kannada Regional
General
Entertainment
Zee Telugu
Telugu
Regional
General
Entertainment
Zee Classic
Hindi Movies
Zee Action
Hindi Movies
Zee Premier Hindi Movies
9X
Hindi
General
Entertainment
Zee Bangla Bangla Movies
Cinema
Zee Q
Hindi Educational
& Pictures
Hindi Movies
Zee Anmol
Hindi
General
Entertainment
Zindagi
Hindi
General
Entertainment
Zee News
Hindi News
Zee Punjab Regional News
Haryana
Himachal
Zee Business Hindi
Business
News
Zee Sangam Regional News
24 Ghanta
Bangla Regional
Zee 24 Taas Marathi News
Zee Tamil
Tamil Regional
Zee Kalinga
Regional Odia
Infotainment
Zee Madhya Hindi Regional
Pradesh
Chattisgarh
Zee
Hindi /Rajasthani
Marudhara
Regional

48

19.07
34.50

8.00
14.49

7.56

3.18

9.18

3.86

12.80

5.38

12.30
12.30
13.78
23.57

5.17
5.17
5.79
9.90

18.63

7.82

115.00
20.70
FTA

48.30
8.69
FTA

25.20

10.58

9.22
1.84

3.87
0.77

5.91

2.48

FTA
7.38
10.45
FTA
12.79

FTA
3.10
4.39
FTA
5.37

10.45

4.39

12.65

5.31

35
36
37
38

Ten Sports
Ten Cricket
Ten Action
Ten Golf

* Note: 1.

2.

Sports
Sports
Sports
Sports

18.46
40.77
40.25
41.40

7.75
17.12
16.90
17.39

A-La-Carte Rates of TAJ Channels includes 15% hike pursuant to the

Telecommunication
(Broadcasting
and
Cable)
Services
Interconnection (Second) Tariff (Eleventh Amendment) Order, 2014
dated 31st March 2014.
Inflation related hike/increase in the Rates notified by TRAI by way of
Tariff Order or otherwise would become automatically applicable to
this agreement w.e.f. the date of such notification and the affiliate
would be liable to pay the increased subscription fee from the
notification date.

II

RATES OF HIGH DEFINITION (HD) CHANNELS APPLICABLE TO

ORDINARY SUBCRIBERS ONLY

Sl
no.

Name of the Channel

1
2
3
4

*Ten HD
*Zee TV HD
*Zee Cinema HD
*Zee Studio HD

Rate payable by DTH Operator for each

Ordinary Subscriber.
(Rs.)
125
30
30
30

*
Zee TV HD; Zee Cinema HD, Zee Studio HD and Ten TD channels are
available only on Digital Addressable Platform(s) comprising transmission through
Digital Addressable Cable system, DTH, IPTV and HITS Platforms.
Note:
# The rates of TAJ channels (Standard Definition feed) as mentioned above are
as per the interim order of the Honble Supreme Court dated 18 th April, 2011, in
Civil Appeal Nos 2847 to 2854 of 2011 and D 8827/2011 i.e 42% of the rates
specified by for non addressable analog systems;
The rates filed, are without prejudice to our rights and contentions in Civil
Appeal Nos 829 to 833 of 2009 pending adjudication before the Honble
Supreme Court or any other legal proceedings initiated by any other

49

Broadcasters/entities inter alia in relation to the Telecommunication

(Broadcasting and Cable) Services (Second) Tariff order (Eighth Amendment)
Order 2007 dated 4th October, 2007;
The above mentioned rates filed, are without prejudice to our rights and
contentions (including the rights and contentions of the Broadcasters with
respect to Rate applicable to Add-On Packages) in Civil Appeal Nos 2847 to
2854 of 2011 and D 8827/2011 pending adjudication before the Honble
Supreme Court or any other legal proceedings initiated by any other
Broadcasters/entities inter alia in relation to the Telecommunication
(Broadcasting and Cable ) Services (Fourth) (Addressable Systems) Tariff Order
2010 dated July 21, 2010.

The rate mentioned for the ala carte channel(s) are per subscriber per
month rates. The Rate per subscriber per month for the ala carte channel,
would increase by the inflation rate as specified by TRAI from time to time
and/or such rate as may be prescribed under existing regulatory regime.

The rates mentioned are exclusive of any taxes and levies imposed by local
or central authorities including but not limited to Service Tax.

******

50

ANNEXURE III

I. RATES OF STANDARD DEFINITION (SD) CHANNELS APPLICABLE TO

COMMERCIAL ESTABLISHMENTS VIDE A SEPARATE AGREEMENT
OTHER THAN FOR ORDINARY SUBSCRIBERS
Rates of TAJ channels applicable to Commercial Establishments i.e. (i) hotels
with rating of three star and above; (ii) heritage hotels (as described in the
guidelines for classification of hotels issued by department of tourism,
government of India; (iii) any other hotel, motel, inn and such other
commercial establishment providing board and lodging and fifty or more
rooms; and in respect of programmes shown on the occasion of a special
event for common viewing, at any place registered under the entertainment
tax law and to which access is allowed on Payment basis for a minimum of
fifty persons.

Ala-Carte Rates for TAJ Channels

Sl no.

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16

Name
Channel

of

the Rate Per TV set per Rate applicable for

Month (exclusive of Public Viewing Area
taxes) (Rs.)
(PVA) per TV per
month (in Rs.)

Zee TV
Zee Cinema
Zee Marathi
Zee Cafe
Zee Studio
Zee Bangla
Zee Salaam
Zee ETC
Zing
Zee Jagran
Zee Talkies
Zee Khana Khazana
Zee Smile
Zee Kannada
Zee Telugu
Zee Classic

90.00
50.00
12.00
40.00
46.00
12..00
26.00
12.00
10.00
5.00
12.00
100.00
45.00
12.00
12.00
20.00

2,000
2,000
1,000
1,000
1,000
1,000
1,000
1,000
1,000
1,000
1,000
2,000
1,000
1,000
1,000
1,000

51

17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38

II

Zee Action
Zee Premier
9X
Zee Bangla Cinema
Zee Q
& Picture
Zee Anmol
Zindagi
Zee News
Zee Punjab, Haryana,
Himachal
Zee Business
Zee Sangam
24 Ghanta
Zee 24 Taas
Zee Tamizh
Zee Kalinga
Zee
Madhya
Pradesh, Chatttisgarh
Zee Marudhara
Ten Sports
Ten Cricket
Ten Action
Ten Golf

12.00
12.00
45.00
35.00
300.00
50.00
FTA
200.00
16.50
12.00

1,000
2,000
1,000
1,000
5,,000
1,000
FTA
2,000
1,000
1,000

20.00
FTA
12.00
12.00
FTA
40.00
12.00

1,000
FTA
5,000
1,000
FTA
1,000
1,000

30.00
80.00
100.00
175.00
1,000.00

1,000
2,000
2,000
5,000
5,000

RATES OF HIGH DEFINITION (HD) CHANNELS APPLICABLE TO

COMMERCIAL ESTABLISHMENTS

Sl no.

Name of the Channel Rate Per TV set per

Month (exclusive of
taxes)
(Rs.)

Rate applicable for

Public Viewing Area
(PVA) per TV per
month
(Rs.)

1
2
3
4

Zee TV HD
Zee Cinema HD
Zee Studio HD
Ten HD

5,000
5,000
5,000
5,000

150
150
150
500

52

NOTES:

The ala carte rates mentioned are for per TV set and PVA per month rates.

The rates mentioned are exclusive of any taxes and levies imposed by local
or central authorities.
******

53

ANNEXURE IV
(I)

DETAILS OF CERTIFICATE / REGISTRATION

ISSUED BY
MINISTRY OF INFORMATION AND BROADCASTING
TO
OPERATE WITHIN THE TERRITORY AS PER APPLICABLE LAWS
AND REGULATIONS

Address

(II)

NAME OF
THE
CHANNEL
S

(III)

DETAILS OF INTEGRATED RECEIVER DECODERS (IRDs).

INTEGRATED RECIVER DECODER

(IRDs) No.:

Address for locating equipment:

54

Viewing Card No.:

(IV)

S.
No

All sub-operators and cable operators of the DTH OPERATOR as on the

effective date of the Agreement through whom the Subscribers shall receive
the Service during the term of the Agreement is as follows:

Affiliate (if
applicable)

SubOperator

Address and
contact
details

55

Area

Subscriber
base

ANNEXURE - V
TAJS SCOPE OF AUDIT

I.

II.

Head End Audit DTH OPERATOR should provide Complete Accurate

Schematic Diagram of their Head End , Earth Stations, Systems and
Processes for Audit and Auditing Purpose.

DTH OPERATOR to submit & confirm the no. of MUXs (Multiplexer

Units) installed with active TS (Transport Stream) outputs. This should
include physical audit of head end, earth station and analysis of TS
stream from the Mux.

All TS from MUX should be encrypted for the territory.

DTH OPERATOR to ensure that his Network Watermark logo is inserted

on all Pay Channels at encoder end only.

CAS Audit: DTH OPERATOR to provide all below

correctly:Make & version of CAS installed at Head End.

information

CA system certificate to be provided by DTH OPERATOR.

CAS version installed should not have any history of hacking,

certificate from CAS vendor required.

CAS system should support at least 1 million subscribers. CAS

vendor should provide certificate.

CAS should be able to generate

activation/deactivation/FP/OSD.

CAS should be able to generate active/deactivate report Channel wise

or Bouquet / Subscriber Packagewise.

STBs & cards to be uniquely paired from DTH OPERATOR before

distributing box down the line.

DTH OPERATOR to declare by undertaking the no of encryptions

CAS/SMS he is using at the head end and in future if he is integrating
any additional CAS/SMS same should be notified to TAJ by means of
a fresh undertaking.

56

log of

all activities

i.e.

III.

Reconciliation of CAS database (active cards, service wise and

Bouquet / Subscriber Package wise) with SMS database to be
provided by DTH OPERATOR. CAS vendor required to certified
reconciliation of data.

No activation / deactivation from direct CAS system, it must be routed

via SMS client only.

DTH OPERATOR should provide CAS vendor certified copies of

active/deactivate
channel
wise/product
wise
report
&Bouquet/Subscriber Package/ product report during audit period.

CA system should have the capability of providing history of all

actions taken for last 2 years.

SMS Audit: All product authorization must be from SMS only.

SMS and CAS should be fully integrated.

The SMS should be computerized and capable to record the vital

information and data concerning the subscribers such as:

Unique Customer Id

Subscription Contract number

Name of the subscriber

Billing Address

Installation Address

Landline telephone number

Mobile telephone number

Email id

A la carte Channels
Packagesubscribed to

Unique STB Number

Unique VC Number

or

Bouquet

Subscriber

The SMS should be able to undertake the viewing and printing

historical data in terms of the activations, deactivations etc.

57

1.

Location of each and every set top box VC unit

The SMS should be capable of giving the reporting at any desired

time about:

The total no subscribers authorized

The total no of subscribers on the network

The total no of subscribers subscribing to a particular service at

any particular date.

The details of channels opted by subscriber on A-la-carte

basis.

The Bouquet / Subscriber Packagewise details of the channels

in the Bouquet / Subscriber Package.

The Bouquet / Subscriber Package wise subscriber numbers.

The ageing of the subscriber on the particular channel or

Bouquet / Subscriber Package

The history of all the above mentioned data for the period of
the last 2 years

Following parameter should be validated during the audit

i.

Review Complete Network Diagram

ii.

Undertaking from Operators for all SMS and CAS installed at Head
end issue of Multiple CAS / SMS

iii.

Certificate from CAS provider for details of CA ID, Service ID, N/w ID,
version and no. of instances installed. Also confirmation with respect
to history of hacking

iv.

Check the number of MUXs installed with active TS outputs. Also

whether all TS from MUX are encrypted.

v.

Review whether Live diagram / fibre details of network are captured in

SMS system

vi.

To check if DTH OPERATOR specific coding / ID is available for

Finger Printing

58

vii.

Confirm whether watermarking network logo for all pay channels are
inserted at encoder end only

viii.

Review the controls deployed to ensure integrity and reliability of the

reports such as logs, access controls, time stamp etc.

ix.

Review the Subscriber parameters which are captured in the SMS

and validate if following parameters are present for subscriber

Unique Subscriber ID

Subscriber Contract Details No, Term, Date, Name, Address

& contact details

Hardware details

x.

Review the subscribers activation/ de-activation history in the SMS

system

xi.

Validate if the SMS is integrated with CAS.

xii.

Review if all the active and de-active STBs are synchronized in both
SMS and CAS.

xiii.

Validate if independent logs/report can be generation for active and

de-active VCs with the product/channels active in both SMS & CAS.

xiv.

Review if the system support the Finger Printing and OSD features at
Box level, Customer account level as well as Global level.

xv.

Validate if all the STBs are individually addressable from the System
and are paired with the viewing cards.

xvi.

Review the Electronic Programming Guide to check LCN/CDN and

genre of all Channels

xvii.

Review the various packages programmed in the Systems with

respect to the subscriber reports submitted to TAJ/ Aggregators.

xviii.

Extraction and Examination of System Generated reports, statistics,

data bases, etc. pertaining to the various Bouquets, Subscriber
Package, Channel availability, bouquet / Subscriber Package
composition, rates,

xix.

Review of the following reports are supported by SMS and CAS.

a.

Total no of Subscribers active & de-active separately

59

IV.

b.

De-active subscribers with ageing

c.

Channel wise Subscribers - total

d.

Channel wise Subscribers split by Bouquet / Subscriber

Package

e.

Revenue by Bouquet, Subscriber Package or A-la-carte

Channel

f.

Subscriber/Revenue Reports by State/City

g.

No of Bouquets / Subscriber Package offered

h.

List of Channels / rates of each Bouquet / Subscriber Package

i.

Rate Card Options offered / Attached with active Subscribers

j.

Historical data reports

k.

Free / demo Subscribers details

l.

Exception cases active only in SMS or CAS

STB Audit: All STB should be individually paired in advance with unique
smart card at central warehouse of DTH OPERATOR before handing down
the line distribution.

DTH OPERATOR to provide details of manufacturers of STBs being

used / to be used by him (OS/Software, memory capacity, zapping
time). All STBs must be secure chipset with chipset pairing
mandatory.

DTH OPERATOR should provide one set of all type/model of boxes

for testing and monitoring purpose.

All STBs used by DTH OPERATORs should be certified by their CAS

vendor.

Forensic watermarking to be implemented on the DTH OPERATOR

headend & STBs.

ECM/EMM base Forced messaging full screen and ticker mode

should be available.

All the STBs should have embedded Conditional Access.

60

The STB should be capable of doing Finger printing. The STB should
support both Entitlement Control Message (ECM) & Entitlement
Management Message (EMM) based fingerprinting.

The STB should be individually addressable from the Head end.

The messaging character length should be minimum of 120

characters.

There should be provision for the global messaging, group messaging

and the individual STB messaging.

The STB should have forced messaging capability.

The STB must be BIS compliant.

The STB must have secure chip set with mandatory pairing.

There should be a system in place to secure content between

decryption & decompression within the STB.

The STBs should be addressable over the air to facilitate Over The Air
(OTA) software upgrade.

The STB outputs should have the following copy protections

i.

Macro vision 7 or better on Composite video output.

ii.

Macro vision 7 or better on the Component Video output.

iii.

HDCP copy protection on the HDMI & DVI output.

iv.

DTCP copy protection on the IP, USB, 1394 ports or any

applicable output ports.

Types of boxes launched / to be launched:

Vanilla STB

DVR STB

Others (please specify)

Please furnish STB details as following:

Open Standards or Proprietary?

61

VI.

Audio Video and Data I/O Configuration?

Local Storage?

Smarts Card?

PVR Functionality?

Tamper Resistance?

I/O Copy Protection? Please provide the details.

I/O Interface to Other Devices?

Are the STBs interoperable?

DVR / PVR STB should be compliance of following;

V.

Content should get recorded along with FP/watermarking/OSD

& also should display live FP during play out.

Recorded content should be encrypted & not play on any other

devices.

Content should get record along with entitlements and play out
only if current entitlement of that channel is active.

User should not have

application/software.

access

to

install

third

party

Does the Set Top Box support any type of interactive middleware?
Please describe.

Distribution Network Audit: DTH OPERATOR should provide below

information in detail:

Fiber network and PIT information on Geo Map.

Service area to be defined.

Anti Piracy Measure: Use of any device or software should not invalidate
the fingerprinting.

The OVERT Finger Printing should not be removable by pressing any

key from the remote.

62

The OVERT Finger printing should be on the top most layer of the
video.

The Finger printing should be such that it can identify the unique STB
number or the unique Viewing Card (VC) number.

The Finger printing should appear on all the screens of the STB, such
as Menu, EPG etc.

The location of the Finger printing should be changeable from the

Head end and should be random on the viewing device.

The Finger printing should be possible on global as well as on the

individual STB basis.

The Overt finger printing and On screen display (OSD) messages of

the respective should be displayed by the DTH OPERATOR without
any alteration with regard to the time, location, duration and
frequency.

Covert finger printing should be available.

No common interface Customer Premises Equipment (CPE) to be

used.

The STB should have a provision that OSD is never disabled.

VII.

Commercial Audit*1. Provide system generated Channel-wise and Bouquet

/ Subscriber Package-wise reports of channels for the platform in a noneditable format.

2.

Understand/ Verify the Customer Life Cycle Management process by

performing a walkthrough of the following processes and their underlying
systems

Customer acquisition

Provisioning of the subscriber in authentication, billing and SMS

system

Bouquet / Subscriber Package change request process

Customer Retention process, if any

Deactivation and churn process

63

3.
Understand/ verify the various Bouquets / Subscriber Package being offered
to customers

4.

5.

Obtain details of all approved Bouquets / Subscriber Package and

add on which are being offered to customers

Interactions with the Operators marketing and sales team on how the
various channels are being marketed

Any special marketing schemes or promotions

Details of the consumers subscribing to the various Bouquets /

Subscriber Package, including demo/ free/ complimentary/ testing/
promotional subscribers

Understand the declaration report generation process by performing a

walkthrough of processes and underlying systems (to understand
completeness and accuracy of subscriber report generation process):

Generation of reports for subscriber declaration for Channels or

Bouquets / Subscriber Package

Any reconciliations / checks /adjustments carried out before sending

the declarations

Analyze declaration reports on a sample basis:

Reconciling the declaration figures with base data from various

systems (SMS / Provisioning / Billing and Authentication systems)

Analyse the computation of average subscribers

Ascertain the average subscribers for a specific period on a sample

basis by generating a sample report for a given period in the
presence of the representative/auditors

6. Analysis of the following - :

Input and change controls of customer data into SMS

SMS user access controls authentication, authorization and

logging

Analyze system logs to identify any significant changes or trail of

changes made

64

Security controls over key databases and systems including not

limiting to SMS, Provisioning, authentication and billing systems

Review the system logic for the reports which are inputs to
Broadcaster declarations

Channel allocation/fixation to a particular LCN/CDN

Mapping of subscriber id across the CRM and SMS billing system if

the same is different across the systems

Sample of activation and deactivation request logs

Opening and closing numbers of the active subscribers for sample

months ( report to be taken in front of the auditors/ rep)

Confirmation of the numbers on the middle of the month on a

random chosen dates ( report to be taken in front of the auditors/
representatives of both parties)

Live Demo of the queries being put in to the system to generate

different reports.

List of CAS and SMS used by DTH Operator.

.

In case of multiple CAS being used by DTH OPERATOR, to understand

synchronization between multiple CAS and SMS.

65

ANNEXURE - VI
SPECIFICATIONS FOR SET TOP BOXES (STBs), CONDITIONAL ACCESS
SYSTEM (CAS) & SUBSCRIBER MANAGEMENT SYSTEM (SMS)
A.

STB Requirements:

1.

All the STBs should have embedded Conditional Access.

2.

The STB should be capable of decrypting the Conditional Access inserted by

the Headend.

3.

The STB should be capable of doing Finger printing. The STB should
support both Entitlement Control Message (ECM) & Entitlement
Management Message (EMM) based fingerprinting.

4.

The STB should be individually addressable from the Headend.

5.

The STB should be able to take the messaging from the Headend.

6.

The messaging character length should be minimal 120 characters.

7.

There should be provision for the global messaging, group messaging and
the individual STB messaging.

8.

The STB should have forced messaging capability.

9.

The STB must be BIS compliant.

10.

There should be a system in place to secure content between decryption &

decompression within the STB.

11.

The STBs should be addressable over the air to facilitate Over The Air (OTA)
software upgrade.

B.

Fingerprinting Requirements:

1.

The finger printing should not be removable by pressing any key on the
remote.

2.

The Finger printing should be on the top most layer of the video.

66

3.

The Finger printing should be such that it can identify the unique STB
number or the unique Viewing Card (VC) number.

4.

The Finger printing should appear on all the screens of the STB, such as
Menu, EPG etc.

5.

The location of the Finger printing should be changeable from the Headend
and should be random on the viewing device.

6.

The Finger printing should be able to give the numbers of characters as to

identify the unique STB and/ or the VC.

7.

The Finger printing should be possible on global as well as on the individual

STB basis.

8.

The Overt finger printing and On screen display (OSD) messages of the
respective broadcasters should be displayed by the DTH OPERATOR/ LCO
without any alteration with regard to the time, location, duration and
frequency.

9.

No common interface Customer Premises Equipment (CPE) to be used.

10.

The STB should have a provision that OSD is never disabled.

C.

Conditional Access System (CAS) & Subscriber Management System

(SMS) Requirements:

1.

The current version of the conditional access system should not have any
history of the hacking.

2.

The fingerprinting should not get invalidated by use of any device or

software.

3.

The STB & VC should be paired from head-end to ensure security.

4.

The SMS and CA should be integrated for activation and deactivation

process from SMS to be simultaneously done through both the systems.
Further, the CA system should be independently capable of generating log of
all activations and deactivations.

5.

The CA should be known to have capability of upgrading the CA in case of

a known incidence of the hacking.

67

6.

The SMS & CAS should be capable of individually addressing subscribers,

on a channel by channel and STB by STB basis.

7.

The SMS should be computerized and capable to record the vital information
and data concerning the subscribers such as:
a.
b.
c.
d.
e.
f.
g.
h.
i.
j.
k.

8.

Unique Customer Id
Subscription Contract no
Name of the subscriber
Billing Address
Installation Address
Landline no
Mobile No
Email id
Service/ Package subscribed to
Unique STB No
Unique VC No

The SMS should be able to undertake the:

a.
b.
c.

i.
ii.
iii.
iv.
v.
vi.
vii.
viii.

Viewing and printing historical data in terms of the activations,

deactivations etc
Location of each and every set top box/ VC unit
The SMS should be capable of giving the reporting at any desired
time about:
The total no subscribers authorized
The total no of subscribers on the network
The total no of subscribers subscribing to a particular service at any
particular date.
The details of channels opted by subscriber on a-la carte basis.
The package wise details of the channels in the package.
The package wise subscriber numbers.
The ageing of the subscriber on the particular channel or package
The history of all the above mentioned data for the period of the last 2
years

9.

The SMS and CAS should be able to handle at least one million concurrent
subscribers on the system.

10.

Both CA & SMS systems should be of reputed organization and should have
been currently in use by other pay television services that have an aggregate
of at least one million subscribers in the global pay TV market.

68

11.

The CAS system provider should be able to provide monthly log of the
activations on a particular channel or on the particular package.

12.

The SMS should be able to generate itemized billing such as content cost,
rental of the equipments, taxes etc.

13.

The CA & SMS system suppliers should have the technical capability in India
to be able to maintain the system on 24x7 basis throughout the year.

14.

CAS & SMS should have provision to tag and blacklist VC numbers and STB
numbers that have been involved in piracy in the past to ensure that the VC
or the STB cannot be re-deployed.

D.

HD Set-Top-Box Requirements:

1.
2.
3.

The HD boxes shall be tamper resistant.

Security codes must be securely stored in the HD box.
There should not be any testing points or interfaces in the HD box provided
to the Subscribers.
Security system in a HD box or otherwise must have the capability to detect
clone devices.
HD box must enforce reasonable usages rules carried by the license.
The decryption and decoding processes must be integrated into a single
process in the HD box.
The video path from decryption to video outputs must be secured.
PVR content is protected. Any set top box or HD box utilising built in PVRSs
shall employ an encryption system for the storage of material that binds the
material to that particular set top box or HD box.
HD box shall have the ability to add finger printing in the video outputs
(preferred in track clone/compromised devices).
HD boxes shall have:
a. CGMS/A capability for analogue outputs;
b. HDCP capability for DVI and/or HDMI outputs; and
c. DTCP capability for 1394, USB, Ethernet and/or other applicable outputs
if provided.
Method of recording External recording device i.e pen drive/USB hard disk
or internal hard disk. All recording to be in encrypted form & can play out
only if channel has entitlements.
DVR/PVR should record content along with all FP/OSD/watermarking.
The STB should have embedded CA & not have CAM slot.

4.
5.
6.
7.
8.

9.
10.

11.

12.
13.

******

69

ANNEXURE VII
DECLARATION FORM TO BE OBTAINED FROM CAS PROVIDER
(ON THE CAS PROVIDER S LETTER HEAD)
TO WHOEVER IT MAY CONCERN

This is to certify that M/s _________________________________________,

having its Registered office at __________________________________________
and having its headend at ________________________________________ has
installed Conditional Access System (CAS) of our company for its DTH operations.
Date of CAS Installation: ________________ CAS Version:
______________________
CAS ID: ____________________________, NETWORK ID:
___________________
With respect to the CAS installed at above mentioned headend and in terms of
Schedule 1 of The Telecommunication (broadcasting and Cable Services)
Interconnection (Fifth Amendment) Regulations, 2009 dated 17th March 2009
issued by Telecom Regulatory Authority of India (TRAI). we confirm the following:
1.

The current version of CAS does not have any history of hacking.

2.

We have the capability of upgrading of CAS in case it gets hacked at any

point of time.

3.

The CAS is currently in use by other pay TV services providers including

other DTH Operators (s) and it has an aggregate of at least One (1) million
subscribers in the global pay TV market.

4.

The installed CAS has the capacity to handle at least

subscribers in the system.

5.

We, the CAS system provider are able to provide monthly log of activation
and deactivation on a particular channel or on a particular Bouquet /
Subscriber Package provided by the DTH operator to its end subscribers.

6.

We have the technical capability in India to maintain this CAS system on

24x7 basis throughout the year.

70

One (1) million

7.

This CAS installed is independently capable of generating log of all

activations and deactivations.

8.

This CAS has the provision to tag and blacklist VC numbers and STB
numbers that have been involved in piracy in the past to ensure that the VCs
or the STBs cannot be redeployed.

9.

The installed CAS is capable of individually addressing subscribers choice of

channel(s), on a channel by channel and STB by STB basis.

10.

This CAS installed has the capability to store history logs of all activations
and deactivations for the period of last 2 years for every channel and
Bouquet/ Subscriber Package introduced and made available by the DTH
Operator to its last mile subscribers.

Please find enclosed sample log of all activations & deactivations of a particular
channel generated from the installed CAS system.
Thanking you,
For (CAS company name)
(Signature)
Name: ______________________
Designation: _______________________(not below the level of COO or CEO or
CTO)
Company seal:

71

ANNEXURE VIII
SMS DECLARATION FORM
(ON SMS PROVIDER COMPANYS LETTER HEAD)

TO WHOEVER IT MAY CONCERN

This is to certify that M/s __________________________________,having its

Registered Office at_____________ ________________________________ and
having its headend at _________________ has installed SMS of our Company for
its DTH operations.. ____
Date of SMS Installation : _--------------------_____________________________________
SMS Version :___----------------------___________________
With respect to the SMS installed at above mentioned headend and in terms of
Schedule 1 of of The Telecommunication (broadcasting and Cable Services)
Interconnection (Fifth Amendment) Regulations, 2009 dated 17th March 2009
issued by Telecom Regulatory Authority of India (TRAI). we confirm the following:
1.

The installed SMS is currently in use by other pay TV service providers

including other DTH operator(s) having an aggregate of at least One (1)
million subscribers in the global pay TV market.

2.

The installed SMS has the capacity to handle at least One (1) million
subscribers in the system.

3.

We have the technical capability in India to be able to maintain their system

on 24 x 7 basis throughout the year.

4.

We, the SMS system provider are able to provide monthly log of activation
and deactivation on a particular channel or on a particular Bouquet /
Subscriber Package which is or will be provided by the DTH operator.

5.

This SMS has the provision to tag and blacklist VC numbers and STB
numbers that have been involved in piracy in the past to ensure that the VCs
or the STBs cannot be redeployed.

72

6.

The installed SMS is capable of individually addressing subscribers choice,

on a channel by channel and STB by STB basis as well.

7.

This installed SMS is independently capable of generating log of all

activations and deactivations.

8.

This installed SMS has the capability to store history logs of all activations
and deactivations for the period of last two (2) years for every channel
provided by the DTH operator..

Please find enclosed sample log of all activations & deactivations of a particular
channel generated from the installed SMS system.
Thanking you,
For (SMS company name)

(Signature)
Name: ______________________
Designation: _______________________(not below the level of COO or CEO or
CTO)
Company seal:

73