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C. EDMONDS ALLEN Suite 3-R 806 Lexington Avenue New York, N.Y. 10065 Tel. 212-308-0606 Fax. 212-308-0608 25 July 2017 ceallen@compass].com Re TCR Reference Numbe: TOR1492263343905 Robert Stebbins, Esq. General Counsel Securities and Exchange Commission 100 F Street, NE Washington, De 20549 Dear Mr. Stebbins: On behalf of my associate, Vikki Choudhry, I am enclosing herewith the following documents: 1. Letter from Vikki Choudhry to Secretary, Ministry of Information and Broadcasting Government of India concerning vertical integration in broadcasting sector in India dated April 6, 2017 2, Letter from Vikki Choudhry to Secretary, Ministry of Information and Broadcasting Government of India concerning clear violation of DTH guidelines by M/s Tata Sky Limited dated April 13, 2017 3. Letter from Vikki Choudhry to Secretary, Ministry of Information and Broadcasting Government of India concerning Tata Sky's decision to challenge TRAI tariff dated May 2, 2017 4. TCR Reference Number: TCR1492263343905 which was filed with the SEC on April 16, 2017. To date, Mr. Choudhry has received no communication from the SEC as to the status of this complaint. We have been in touch with several ministries and the Government of India stating that "It seems officers in the ministry are overlooking these issues even after repeated reminder to them due to some vested interest which gives rise to a needle of suspicion of corrupt practices. Where as per the DTH guidelines and the DTH license agreement entered by Ministry of Information and Broadcasting, Govt. of India on behalf of H.E President of India. It clearly states in clause 1.4 “ The Licensee shall not allow Broadcasting Companies and/or Cable Network Companies to collectively hold or own more than 20% of the total paid up equity in its company at any time during the License period. The Licensee shall submit the equity distribution of the Company in the prescribed pro forma (Table I and II of Form-A) once within one month of start of every financial year. The Government will also be able to call for details of equity holding of Licensee Company at such times as considered necessary.” However, the Annual Report filings of 21st Century Fox Inc for the year 2014, 2015, 2016 clearly states in its filings to SEC that it holds 30% of shares in M/s Tata Sky Limited through Star India Pvt Ltd. This is in violation of article 1.4 of DTH licensing condition, as a broadcaster can and /or any cable network companies can only hold 20% individually or collectively in a DIH company There are definitely FCPA violations either directly by Twenty-First Century Fox, Inc. or indirectly through its 100% owned subsidiaries operating in India and this conduct by a US corporation has to be thoroughly investigated. We would appreciate your having the appropriate SEC officer contact Mr. Choudhry by email at vikki.choudhry@outlook.com or telephone 011-91-98-11144467 or me at the address above. We thank you in advance for your attention and consideration of our request. With best regards, Sincerely yours, CEG) CEA/bg Enes. cc: Mr. Vikki Choudhry ce: Curtis E. Gannon, Esq. U.S. Department of Justice BY SPEED Post To The Secretary Ministry of Information & Broadcasting Government of India Shastri Bhawan “A “Wing New Delhi- 11000 1 Dated: 06" April 2017 Subject: Vertical Integration in Broadcasting sector in india Dear Sir | would again like to bring in your notice a communication sent dated 18.02.2017 Subject: Definition of IPTV (Internet Protocol Television) Enclosed. The Ministry of Information and Broadcasting have conveniently used terminology of OTT “Over The Top “in order to safe guard the business interest of M/s. Star india and its wholly owned subsidiary operated illegal IPTV distribution platform operation viz, Hotstar. Recently the Ministry of Information & Broadcasting has started contemplating ignoring the important provisions of cross media holding restrictions, in order to again benefit the business interest of none other but Star TV group. This type of schematic aid and abetment is continuing for the chosen few, won't surprise us, if someday we hear about a strict legal action under FCPA being taken against its parent company in USA, while the wholly owned subsidiary continue with its acts of defiance under the protection extended by none other, but the Government of india, to aid continued violations of Up linking and Down linking guidelines, permitted duration of advertisement rules and regulations for the past more than @ decade, unrestricted operations of an illegal IPTV DPO Which the Ministry has conveniently termed as an OTT (without even understanding what it actually means and that TRAI has already come out with its recommendations on OTT messaging) and to the extent of even allowing soft pornographic content flowing on this illegal IPTV DPO. " HotStar” While US ~ Indian Business Chambers, Hong Kong based business chambers and Trade chambers of various other countries are being used to pressurize the Government of India to Femove various restrictions in media business operations here under the garb of freedom to operate and expression Page tof 6 The existing restrictions, in respect of the cross-holdings between Broadcasters and DPOs and amongst DPOs have been prescribed in the DTH and the HITS guidelines. The existing Cable TV Rules and Up linking/ Down linking Guidelines for Broadcasters do not provide for any Festrictions on cross-holding. Broadcasters should not be allowed to invest in distribution platforms like OTH, MSO, IPTV, HITS, Mobile TV and Broadband and vice versa. DTH Operators, HITS, MSOs, Mobile TV, IPTV operators also should not be investing in each other business Restrictions must be put in place in respect of investment by the same Venture Capital (VC) and Foreign Institutional Investors (Fils) in more than one media / broadcasting / Distribution Company. The understanding of value chain of the TV channel distribution market comprises broadcasters, Distribution Platform Operators (DPOs) and consumers. Broadcasters, who have Permission to downlink their satellite TV channels, distribute them to the consumers through various categories of Distribution Platform Operators (DPOs). The DPOs can be categorized into Cable Operator MSO, OTH, HITS and IPTV operator. This value chain can be depicted as below: Broadcasters Cable Operator (MSO) HITS Operator DTH Operator PTV Operator Distributor IP Network Lco Leo Consumer Broadcasting and Distribution Value Chain For the purpose of cross-holding/ticontrolz, a broadcaster includes the broadcaster itself, its subsidiary companies /associate companies/ companies of its relatives, its holding company ‘and subsidiary companies /associate companies/ companies of its relatives of its holding company and any other broadcaster in its ,control2. Similarly, @ OPO includes the DPO itself, its subsidiary companies /associate companies/ companies of its relatives, its holding company and subsidiary companies /associate companies/ companies of its relatives of its holding ‘company and any other DPO in its ,control” Page 2 0f 6 Telecom Regulatory Authority of India (TRAI) Find it pertinent to also mention here, TRAI the sectoral rogulator and an expert body, takes WPI and GOP deflator from the World Bank website as 2 measure of inflation to conduct holistic tariff analysis, takes oral industry demands and representations, basis which, tariff amendment order is notified for an increase of up to 27.5% for the Pay TV Broadcasters to charge from consumers, without undergoing any consultation process or an open house alscussions with all stake holders and consumers, that too while the Country is undergoing general elections in 2024 When this said tariff amendment order is finally set aside after a year by Hon'ble TDSAT in an appeal, with directions to come out with a cost based, consumer friendly tariff, a tariff consultation process gets initiated by TRAI in early 2016 and finally notified in March 2017 that too will only come into effect after another 5-6 months or maybe more, as this TRAI tariff fixation exercise has been challenged by Star India, as they want to sell and distribute their monopoly, copyright content at a much higher price, than the high MRP fixed by TRA, ignoring the fact that India is the second largest television market in the world, even then a cost based {arf not been notified. (Won't come as a big surprise, how things are moving ahead so far, Consumers are forced to pay Rs. 500 to watch an IPL Cricket match of few hours, next year. ) Whereas tll now the Pay TV broadcasters and also sectoral regulator TRAI are keeping silent on the refund / adjustment of this 27.5% tarff hike been collected from the consumers and being retained by the pay TV broadcasters in separate accounts to be maintained as per the order of the Hon'ble TDSAT. /As per TRAI own annual industry reports, this excess amount collected on account of the impugned tariff order and now due for refund / adjustment to consumers after the fresh tariff amendment order now been notified, is more than Rs. 6000 Crores, which is 'ying in separate accounts maintained by pay TV broadcasters and their vertically aligned OPOs. Telecom Regulatory Authority of India (TRAl) has recommended the following: |. The entity that controls a broadcaster or the broadcaster itself, shall be permitted to ,contro! only one DPO (of any category i.e. either an MSO/HITS operator or DTH operator) in a relevant ‘market and vice-verso, ii The entity that controls a vertically integrated DPO or the vertically integrated DPO itself shail not be allowed to ,control2 any other DPO of other category. il f@ vertically integrated DPO, while growing organically or inorganically, acquires a market share of more than 33% in a relevant market, then the vertically integrated entities will have to restructure in such a manner that the DPO and the broadcaster no longer remain vertically integrated. Page 30f6 It is Understood that Ministry of Information & Broadcasting is seriously thinking of implementing these above TRAI recommendations in the broadcasting sector to again benefit its chosen few. While no serious endeavors have been made so far to bring in transparency and adequate credibility and competition in the existing Television rating system, improve functioning of the EMMIC “Electronic Media Monitoring Centre” to effectively monitor private TV channels for violations of rules and regulations, especially Rule 7 (10) and 7(11) of the CTNR Act 1995 and making the public broadcaster a more popular choice for the consumers, by making available events of national importance like Cricket Matches, IPL, Pro Kabbadi and wrestling etc. also on DoorDarshan channels, those are being run on taxpayers monies. ‘The existing restrictions, in respect of the cross-holdings between Broadcasters and DPOs and amongst DPOs have been prescribed in the DTH and the HITS guidelines, The existing Cable TV Rules and Uplinking/ Downlinking Guidelines for Broadcasters do not provide for any restrictions on cross-holding. Broadcasters should not be allowed to invest in distribution platforms like DTH, MSO, IPTV, HITS, Mobile TV and Broadband and vice versa. DTH Operators, HITS, MSOs, Mobile TV, IPTV operators also should not be investing in each other business. Restrictions must be put in place in respect of investment by the same Venture Capital (VC) and Foreign Institutional Investors (Fils) in more than one media / broadcasting / Distribution Company. AAs per OTH guidelines under Eligibility Criteria a reasonable restriction was provided for Cross media as well as vertical integration. 1) Eligibility Criteria: Applicant Company to be an indian Company registered under indian Company's Act, 1956. + Broadcasting companies and/or cable network companies shall not be eligible to collectively own more than 20% of the total equity of applicant company at any time during the license period. Similarly, the applicant company not to have more than 20% equity share in a broadcasting and/or cable network company. And as per HITS guidelines |) Eligibility Criteria: + The Applicant seeking permission for providing HITS services shall be @ Company ‘registered in india under The Company's Act, 1956, + Broadcasting company(ies) and / or DTH licensee company(ies) will not be allowed to collectively hold or own more than 20% of the total paid up equity in the company at any time during the permission period. Simultaneously, the HITS. permission holder should not held or own more than 20% equity share in a broadcasting company and /or DTH licensee company. Further, any entity or person Page 4 of 6 holding more than 20% equity in a HITS permission holder company shail not hold more than 20% equity in any other Broadcasting companylies) and for DTH licensee ‘and viceOversa. The restriction will not apply to financial institution investors. However, there would not be any restriction on equity haldings between a HITS permission holder company and a MSO/cable operator company. If TRAIL recommendation is accepted and implemented then we will have an absolute ‘monopoly situation for two to three media companies as explained below: Zee Group having interest in TV Broadcasting, Cable TV distribution, DTH, FM Radio business and newspaper; Star TV group having interest in TV Broadcasting, DTH, IPTV and newspaper, Sun TV group having interest in TV Broadcasting, DTH, Cable TV, FM Radio Business and ewspaper in regional languages, Times Group having interest in TV Broadcasting, FM radio Business and newspapers. These media companies have already become huge Media Conglomerate and showing their power in the market. These all vertically horizontally integrated companies are near monopoly in the industry. If the current restriction as provided in DTH and HITS guidelines are removed and /or diluted then these companies will finish up all small media companies which will be against the interest of the ignorant consumers at large and the industry itself. Interestingly the above mentioned media companies are controlling 90% of total revenue of the industry. There should be a cross holding restriction between broadcaster and distribution Platform operators (DPO) so as to avoid any creation of monopolies through vertical and /or horizontal integration by the broadcaster and /or DPOs. Any broadcaster having more than 20% equity in @ company could block the content of a competitive broadcaster in the OTH distribution network by citing the reason of insufficient bandwidth. Similarly with more than 800 channels that are being broadcasted, similar anti-competitive behavior is possible from the broadcasters who may have a stake in DTH/Cable MSO/ HITS / IPTV operator Broadcasters should not be allowed to invest in distribution platforms like OTH, MSO, IPTV, HITS, Mobile TV and Broadband and vice versa. DTH Operators, HITS, MSOs, Mobile TV, IPTV operators also should not be investing in each other business. Restrictions must be put in place in respect of investment by the same Venture Capital (VC} and Foreign Institutional investors (Fils) in more than one media / broadcasting / Distribution Company. The media plays an important and multiple roles in society. The most obvious of these are collection and dissemination of information, communication and entertainment among the People. Further, through its reach to the people the media also transmits social and cultural values and serves as a medium of education Thus a major motivation behind the restrictions on cross media ownership is to preserve the diversity of media so that citizens have access to diverse viewpoints that enable them to have access to a wide variety of views and thereby participate fully in democratic process. Page Sof 6 Various foreign countries including USA and Australia have very stringent regulation in media sectors including restriction in media sectors whether it is FDI and / or vertical /cross-media restrictions. In India the current sets of regulators for different forms of media are toothless in regard to handling an issue this complex. Hence, a comprehensive regulatory framework i.e. Broadcast Regulation Act is need of the day for media for oversight on potential anti Competitive behavior and outcomes in a fast growing and technologically developing sector. Till then it’s requested not to allow and extend any further flexibility to these chosen few with a preferential treatment in order to make their businesses super profitable at the cost of ignorant consumers, national interest and security. Thanking You Yours sincerely \ 0 Vikki Choudhry) Member: BES, SCTE — india, DDCA and RAAG 8-10 Friends Colony (West) New Delhi~ 1100 65 Email: vikki.choudhry@outlook.com Mobile: +91 98111 44467 @vikkichoudhry Copy To: Hon'ble Prime Minister of india Shri. Nripendra Misra, Principal Secretary to Hon’ble PM Shri. Ajit Doval KC, National Security Advisor Hon'ble Minister for Information & Broadcasting Hon'ble Minister of State, Ministry of Information & Broadcasting Chairperson, Telecom Regulatory Authority of India Shri Anurag Thakur, Chairman Parliamentary Standing Committee on information & Technology All the Hon'ble members of Parliamentary Standing Committee, on Information & Technology Page 6 of 6 Y SPEED POs: To, The Secretary Ministry of information & Broadcasting Government of india Room No 655.A Wing Shastri Bhavan Dated: 13.04.2017 ‘Sub: Clear Violation of DTH guidelines by M/s Tata Sky Limited Dear sir, This sin continuation to my recent letter sent by Speed Post dated 6” April 2017 Subject: Vertical integration in Broadcasting sector in India {would like to put forward the violations of licensing conditions which various DTH operators are committing, Some of these DTH operators have been violating the ross-media restriction clause of OTH guidelines. During the process of getting DTH license, DTH operators have signed a license agreement with the Ministry of Information & Broadeasting wherein they have accepted the various licensing Conditions of DTH guidelines and also given an affidavit to the ministry towards this whereby clearly mentioning that they wil strictly abide by various licensing Conditions including various restriction clauses vis-d-vis in shareholding, FDI ete However, DTH operators seem to have been violating the license agreement and ‘the affidavit given in this respect and thereby violating the DTH guidelines, One such example is about the violation of article 1.4 of elighility condition of OTH guidelines by M/s Tata Sky Limited, one of the major DTH service provider in lngia which has crossed about 13-14 million of subscribers base. The company is 2 Joint venture of Tata Sons and Star TV group. AAs per the OTH guidelines of Ministry of information & Broadcasting, article 1.4 and 5 which stato as follows: 14 The Licensee shall not allow Broadcasting Companies and/or Cable Network Componies to collectively hold or own more than 20% of the total paid up equity in its company ot any time during the Ucense period. The Licensee sholl submit the equity distribution of the Company in the prescribed proforma (Table | and 1! of Form-A) once within one month of start of every financial year. The Government will also be obte to call for details of equity holding of Licensee Company at such times as considered necessary. 1.5 The Licensee company not to hold or own more than 20% equity shore in a broadcasting and/or Cable Network Company. The Licensee shall submit the details of investment made by the Licensee Company every year once within one month of start of that financial year. The Government will also be able to call for details of investment made by the Licensee Company in the equity of other companies at such times as considered necessary. However, tho Annual Report of 21st Century Fox (a company owned by Rupert ch and oavner of Star TY group) for the year 2035, clearly

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