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Directors Report of Zee Entertainment Enterprises Ltd.

Mar 31, 2016

The Board of Directors are pleased to present the Thirty Fourth Annual Report covering the business and operations of the Company and the Audited Financial Statements of the Company for the financial year ended March 31,2016

RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 (''the Act''), in relation to the Annual Financial Statements for the Financial Year 2015-2016, your Directors state and confirm that:

a) The Financial Statements of the Company - comprising of the Balance Sheet as at March 31, 2016 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis following applicable accounting standards and that no material departures have been made from the same

b) Accounting policies selected were applied consistently and the judgments and estimates related to these financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31,2016, and, of the profits of the Company for the year ended on that date

c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities,

d) Requisite internal financial controls to be followed by the Company were laid down and that such internal financial controls are adequate and operating effectively; and

e) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively.

FINANCIAL RESULTS

The Financial Performance of your Company for the year ended March 31,2016 is summarized below:

(Rs. in Millions)

Standalone - Year Ended Consolidated - Year Ended

Particulars 31.03.16 31.03.15 31.03.16 31.03.16

Revenue from Operations 42,065 34,262 58,515 48,837

Other Income 2.227 2.273 2.016 2,278

Total Income 44,292 36,535 60,531 51,115

Total Expenses 31,011 24,413 44,383 37,075

Profit Before Tax 13,281 12,122 15,817 14,040

Provision for Taxation (net) 4,688 3,804 5,528 4,284

Profit after Tax 8.593 8.318 10,267 9,775

Balance Brought forward 20,727 16,551 28,987 23,360

Adjustment of depreciation as per transitional provisions (135) (141)

Deferred tax on the above 47 47

Amount available for appropriations 29,320 24,781 39,254 33,041

Appropriations: Dividend

Equity shares 2.161 2.161

Preference shares 1,211 1,211

Tax on dividend

Equity shares 433 440

Preference shares 247 242

Transfer to Capital Redemption Reserve 22

Balance carried forward 25,246 20,727

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report, which affect the financial position of the Company, Based on the internal financial control framework and compliance systems established in the Company, the work performed by Statutory, Internal, Secretarial Auditors and reviews performed by the management and/or relevant Audit and other Committees of the Board, your Board is of the opinion that the Company''s internal financial controls were adequate and working effectively during financial year 2015-16

DIVIDEND EQUITY SHARES

Your Directors recommend payment of Equity Dividend of Rs. 2.25 per equity share of Rs. 1/- each and such Equity Dividend, upon approval by the Members of the Company at the ensuing Annual General Meeting, shall be payable on the outstanding equity capital as at the Record Date. The outflow on account of equity dividend and the tax on such dividend distribution, based on current paid-up capital of the Company would aggregate to Rs. 2594 million, resulting in a payout of 30% of the net profits of the Company on a stand-alone basis

Equity dividend payout for the year under review has been formulated in accordance with the Company''s policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals.

Equity Shareholders of the Company as on the Record Date of July 22, 2016 shall be eligible for payment of Equity Dividend for the financial year ended March 31,2016

PREFERENCE SHARES

During the year under review, your Company had remitted

Preference Dividend of Rs. 0.06 on 6% Cumulative Redeemable Non-Convertible Preference Shares of Rs. 1 each (Bonus Preference Shares) for financial year 2015-16 resulting in an outflow of Rs. 1,456.53 million (including dividend distribution tax)

Pro-rata Preference Dividend at the rate of Rs. 0.06 per year, on 6% Non-Cumulative Redeemable Non-Convertible Preference Shares of Rs. 1 each (Class A - Unlisted Preference Shares) for the period from April 1, 2015 till the date of redemption i.e. January 15, 2016, resulting in total outflow of Rs. 1.28 million (including dividend distribution tax)

BUSINESS OVERVIEW

Reflecting our focus on delivering superior performance, your Company had another good financial year with the growth reflecting strong fundamentals of the Company - performing well in domestic markets and simultaneously exploring international opportunities. During FY2016, Indian economy saw revival with the Government''s economic policies showing positive results and the effects of such economic recovery were visible in the growth of Indian Television Media industry. Overall, the television media industry registered a growth of 14% with revenues increasing from Rs. 475 billion in 2014toRs. 542 billion in 2015. The year also saw the launch of BARC ratings system replacing the existing TAM ratings and the new ratings system intends to improve the quality of data along with the inclusion of rural data. The roll out of digitization process in Phase III cities made good progress in FY2016 and should help boost the subscription revenues in the future

Your Company''s flagship channel, Zee TV was ranked third in the Hindi GEC space during the year with the shows like Kumkum Bhagya, Jamai Raja and Tashan E-lshq being leaders in their primetime slots and the channel extended its weekday programming to six days a week.

The new General Entertainment Channel (GEC) - &TV launched in March 2015, has performed well marking its presence in the cluttered GEC space, by gradually climbing the urban ratings charts. Its shows like Bhabhiji Ghar Pe Hain and Santoshi Maa are visible in the popularity chart and the non-fiction shows in the channel like Voice of India and Sabse Shaana Kaun gave the audience an experience of international entertainment formats with an Indian touch

Zee Antnol, your Company''s Free To Air channel, which airs popular shows from ZEE''s content library was the No. 1 channel among the FTA channels Movie channels'' cluster strengthened its movie library and continued to lead the Hindi Movie genre viewership ratings with some of the Bollywood''s biggest blockbusters like Tanu Weds Manu Returns, Nh10, Singh is Bling etc being premiered during the year.

Your regional entertainment channels continued their strong growth in respective markets Zee Marathi continues to maintain leadership in all the primetime slots and had more than 50% market share during the year. Zee Bangla continued to be a strong No. 2 player in the Bangla GEC space with strong leadership in the non-fiction genre, driven by shows like Dadagiri Unlimited and Didi No 1

Zee Kannada captured market share to become No 2 in the Karnataka market with the addition of top performing fiction shows like Naagini, Ganga & Mahadevi and non-fiction shows like Weekend with Ramesh and Sa Re Ga Ma Pa. Zee Telugu also increased its market share with a strong performance in the urban market and the channel was at the No 1 position in the urban market on the back of shows like Mudda Mandaram, Varudhini Parinayam and Mangama Gari Manavaralu

Sarthak TV, the latest addition to your Company''s bouquet of regional offerings was the clear No 1 in Odiya GEC genre with well over half the market share and a strong leader in fiction as well as non-fiction categories

The English language entertainment offerings - Zee Cafe and Zee Studio continue to perform well in their respective genres and continue to strengthen the network subscription bouquet. Zee Cafe is one of the leading players in the English GEC category and has the telecast rights to the latest series programming of America''s leading TV shows like The Big Bang Theory, House of Cards, Pretty Little Liars etc. Zee Studio which shows the latest blockbusters from the Hollywood catalogue, was true to its ideology of "See it All" premiering movies like The Last Knight, Eden etc.

The Sports channels portfolio was rebranded as TEN 1, TEN 2, TEN 3, TEN 1 HD and TEN Golf HD during the year to offer seamless viewing experience to the consumers. With telecast rights to 5 of the 10 cricket boards which ensure coverage of cricket of all test playing countries, your Company''s sports channels continue to enthrall viewers across the country. Besides Cricket, the sports network offers it viewers the best action from other sports with events like UEFA Champions League, UEFA Europa League, WTA Tennis, Tour de France, WWE etc among others

Your Company expanded its digital footprints with the launch of OZEE - a one stop destination for all the content produced by ZEE, giving consumers the convenience of catching up on their favorite shows on one platform

Your Company''s focus on expansion in International markets continued, with several deals signed during the year enhancing the penetration of ZEE network channels in international territories. The major highlights for the year include

- Launch of Zee Magic in Africa. Zee Magic is your first French GEC, offering Indian contents to target French mainstream markets in Francophone Africa;

- &TV consistently featured in the Top 10 South Asian Channels in the United Kingdom &TV was also launched in the MENAP market;

- Zee TV was the No 1 channel and Zee Cinema was the No 2 channel among South Asian expats in their respective genres in the UAE

- Zee Aflam consolidated its position as the top Bollywood channel catering to Arabic audiences

SHARE CAPITAL

There were no changes to the Equity Share Capital of the Company during the year under review. However, 22,273,886 - 6% Non-Cumulative Redeemable Non-Convertible Preference Shares of Rs. 1 each (Class A - Unlisted Preference Shares) issued by the Company in pursuance of a Scheme of Arrangement approved by Hon''ble Bombay High Court on September 12, 2014, were redeemed at par on January 15, 2016 and an amount of Rs. 22,273,886/- was transferred to Capital Redemption Reserve. Consequent to redemption of the said Preference Shares, the overall Paid-up Share Capital of the Company as at the close of March 31, 2016 stand reduced to Rs. 2112,98,71,840/-, comprising of 96,04,48,720 Equity Shares of Rs. 1 each and 2016,94,23,120 Preference Shares of Rs. 1 each

In order to facilitate future corporate action(s) for redemption of Bonus Preference Shares as per the terms of the issue, as per approval accorded by the Equity Shareholders and Preference Shareholders during FY 2015-16, on April 1, 2016 your Company had executed a Corporate action for consolidation of face value of Bonus Preference Shares from Rs. 1/- each to Rs. 10/- each. Consequently, 201,69,42,312 Bonus Preference Shares having face value of Rs. 10/- each post such consolidation (bearing ISIN INE256A04022) were listed and traded on BSE Limited and National Stock Exchange of India Limited on and from April 7, 2016. The said consolidation of face value of Bonus Preference Shares resulted in alteration of the Paid-up Share Capital of your Company at Rs. 2112,98,71,840/- comprising of 96,04,48,720 Equity Shares of Rs. 1 each and 201,69,42,312 Preference Shares of Rs. 10/- each on and from April 1,2016. In pursuance of the approval accorded by the Shareholders, the Authorised Share Capital of the Company stands altered to Rs. 2300

Crores comprising of 200 Crores Equity Shares of Rs. 1 each and 210 Crores Preference Shares of Rs. 10 each

During the financial year, Brickwork Ratings India Private Ltd re-affirmed the current up- graded rating of ''BWR AA '' assigned to the Bonus Preference Shares of the Company listed on the Stock Exchanges,

REGISTERED OFFICE

During the year under review, keeping in mind the expansion plans and integration of operations of all the divisions of the Company, effective September 1,2015 the Registered and Corporate Office of the Company was shifted to a landmark building called ''Marathon Futurex'' situated in Lower Parel, Mumbai which has lavish interiors, sprawling workspaces, the Sky Gardens, restaurants, etc,

REGISTRAR & SHARE TRANSFER AGENT

During the first quarter of Calendar Year 2016, there were certain allegations of fraud and malpractices in the conduct and operations of Sharepro Services (India) Pvt Ltd (''Sharepro''), who has been the Registrar and Share Transfer (R&T) Agent of the Company and upon preliminary investigations, SEBI had issued an order dated March 22, 2016 inter alia restraining Sharepro from involving in market related activities. The Assurance Audit of records and systems of Sharepro done at the behest of your Company by M/s MKB Associates, Company Secretaries did not reveal any irregularity or violations with respect to transfer of securities or payment of dividend of the Company during the audit period of 11 years from April 1,2005.

Subsequently, in pursuance of the advisory issued by SEBI vide Order dated March 22 2016 and considering that key employees were leaving Sharepro which could affect R&T services at Sharepro in future, your Company has appointed M/s Link Intime India Private Ltd as the R&T Agent in place of Sharepro. The said changeover of R&T agent shall take effect from June 16, 2016

EMPLOYEE ST0CK0PTI0N SCHEME

During the year under review, your Company has not granted any Stock Options under its ESOP 2009 Scheme. Further there were no Stock Options outstanding as at the close of March 31,2016. Hence there are no disclosures provided, as required under Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benifits) Regulations, 2014,

SUBSIDIARIES & JOINT VENTURES INTERNATIONAL OPERATIONS

During the year under review, in order to provide clear focus on international broadcasting operations, Mr Amit Goenka, son of Dr Subhash Chandra, Non-Executive Chairman of the Company was appointed as Chief Executive Officer of AsiaToday Limited, Mauritius (earlier known as Zee Multimedia (Maurice) Ltd). Further, the overseas broadcasting operations of the Company were re-organised as under:

- Asia Today Limited, Mauritius, a wholly owned overseas subsidiary of the Company was renamed as ATL Media Ltd (ATL-Media) and the businesses relating to Sports Channels, English Channels viz Zee Cafe and Zee Studio and up-link operations for international channels continued to be housed under ATL Media Ltd either directly or through its wholly owned subsidiaries viz. Expand Fast Holdings Singapore Pte Ltd and Taj TV Ltd, Mauritius;

- Zee Multimedia (Maurice) Ltd, one of the wholly owned subsidiaries of ATL Media Ltd was renamed as Asia Today Limited (ATL) and the business operations of general entertainment channels for various international territories as detailed below have been housed under ATL as under:

i. Distribution business in Middle East region is managed through ATL Media FZLLC and Zee Entertainment Middle East FZLLC, both wholly owned subsidiaries of ATL; Distribution in APAC region is being handled by other wholly owned subsidiaries of ATL viz. Asia Today Singapore Pte Ltd and its subsidiary Zee Technologies (Guangzhou) Ltd; and

ii. Distribution business in Europe, Canada, Russia and USA are managed by Asia TV Ltd, UK directly and through its subsidiaries viz 000 Zee CIS Holdings LLC, Russia, 000 Zee CIS LLC, Russia, Asia TV USA Ltd, Wyoming, Asia Multimedia Distribution Inc, Canada and Zee TV South Africa (Proprietary) Ltd, South Africa,

As a process of this re-organisation of businesses, the ownership of respective entities also stood transferred to their respective holding companies. Consequent to above re- organisation and incorporation of 2 new overseas subsidiaries viz. Asia Today Singapore Pte Ltd and Asia TV USA Ltd, for carrying out operations in international territories as at March 31, 2016 your Company had 17 direct and in-direct overseas subsidiaries as against 15 subsidiaries as at March 31,2015

INDIA OPERATIONS

During the year under review, your Company transferred its Ditto TV and Digital Business to a wholly owned subsidiary viz Zee Sports Limited, which changed its name subsequently to Zee Digital Convergence Limited. Additionally, your Company acquired 100% equity stake in Sarthak Entertainment Pvt Ltd, a Company engaged in the business of broadcasting of Sarthak'' a leading Odiya language general entertainment channel. India Webportal Pvt Ltd, a 51 % subsidiary of the Company, increased its equity stake in Idea Shop Web And Media Pvt Ltd (Idea Shop) from 38.61 % to 51.04% and therefore Idea Shop, a Company engaged in the business of managing an online lifestyle portal (www.brownpaperbag.in), became a step down subsidiary of the Company as at March 31, 2016. Consequent to aforesaid acquisitions, for carrying out domestic operations as at March 31,2016 your Company had 7 Indian Subsidiaries as against 5 as at March 31,2015

Apart from above, no other Subsidiary / Joint-venture was formed or divested during the financial year 2015-16. In compliance with Section 129 of the Act, a statement containing requisite details including financial highlights of the operation of all the subsidiaries in Form AOC-1 is annexed to this report.

In March 2016, your Board had approved acquisition of 100% equity stake in a company called Fly By Wire International Pvt Ltd., (FBW) which is engaged in providing Aircraft Charter services and owns one Bombardier Challenger 605 Aircraft. As on the date of this report, your Company has acquired 49% equity stake in FBW and balance 51% equity stake in FBW shall be acquired by the Company upon receipt of regulatory approvals.

Further with a view to create an Integrated Sales Organization which shall engage in advertisement sales agency business across genres and/or platforms, on April 1, 2016 your Company had acquired 100% stake in Zee Unimedia Limited and effective April 1 2016 the ad-sales operations of the Company stand transferred to this subsidiary on an agency commission basis

Your Company has prepared the Consolidated Financial Statements in accordance with Section 129(3) of the Companies Act 2013 read with Accounting Standard AS 21 (Consolidated Financial Statements), AS 23 -(Accounting for Investments in Associates) and AS 27 (Financial Reporting of Interest in Joint Ventures)

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of each of the subsidiaries are available on the website of the Company www.zeetelevision.com. These documents will also be available for inspection during business hours at the Registered Office of the Company,

CORPORATE GOVERNANCE AND POLICIES

In order to maximize shareholder value on a sustained basis, your Company has been constantly reassessing and benchmarking itself with well-established Corporate Governance practices besides strictly complying with the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations 2015 (listing Regulations'') and applicable provisions of Companies Act, 2013

In terms of Schedule V of Listing Regulations, a detailed report on Corporate Governance along with Compliance Certificate issued by the Statutory Auditors of the Company is attached and forms an integral part of this Annual Report. Management Discussion and Analysis Report and Business Responsibility Report as per Listing Regulations are presented in separate sections forming part of the Annual Report. The said Business Responsibility Report will also be available on the Company''s website www.zeetelevision.com as part of the Annual Report,

In compliance with the requirements of Companies Act, 2013 and Listing Regulations your Board has approved various Policies including Code of Conduct for Directors & Senior Management, Material Subsidiary Policy, Insider Trading Code, Document Preservation Policy, Material Event Determination and Disclosure Policy, Fair Disclosure Policy, Corporate Social Responsibility Policy, Whistle Blower and Vigil Mechanism Policy, Related Party Transaction Policy and Remuneration Policy. All these policies and codes have been uploaded on Company''s corporate website www.zeetelevision.com. Additionally, Directors Familiarisation Programme and Terms and Conditions for appointment of Independent Directors can be viewed on Company''s corporate website www.zeetelevison.com

In compliance with the requirements of Section 178 of the Companies Act, 2013, the Nomination & Remuneration Committee of your Board had fixed various criteria for nominating a person on the Board which inter alia include desired size and composition of the Board, age limits, qualification / experience, areas of expertise and independence of individual. The Committee had also approved in-principle that the initial term of an Independent Director shall not exceed 3 years,

DIRECTORS & KEY MANAGERIAL PERSONNEL

Your Board currently comprises of 8 Directors including 4 Independent Directors, an Executive Director and 3 Non-Executive Directors. Independent Directors provide their declarations both at the time of appointment and annually confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and Listing Regulations. During FY 2015-16 your Board met 6 (six) times details of which are available in Corporate Governance Report annexed to this report.

During the year under review, Lord Gulam Noon, one of the Independent Directors of the Company, passed away on October 27,2015. Your Board places on record its appreciation for the contributions made by Lord Gulam Noon during his tenure as an Independent Director of the Company. Mr Subodh Kumar, who was appointed for a period of 3 years as Executive Vice Chairman of the Company with effect from February 1, 2014 resigned from his executive position as at the close of October 15, 2015 and continues as a Non- Executive Director on the Board of your Company,

Based on confirmation of independence and recommendations by the Nomination and Remuneration Committee, your Board had approved appointment of Mr Adesh Kumar Gupta as an Additional Director of the Company in the category of Independent Director with effect from December 30,2015. In terms of Section 161 of the Companies Act 2013 Mr Adesh Kumar Gupta shall hold office up to the date of the ensuing Annual General Meeting. Your Company has received a notice in writing along with requisite deposit pursuant to Section 160 of Companies Act, 2013, proposing appointment of Mr Adesh Kumar Gupta as Director of the Company and your Board recommends appointment of Mr Adesh Kumar Gupta as an Independent Director not liable to retire by rotation for a period of 3 years with effect from December 30, 2015

Pursuant to the Members'' approval at the 32nd Annual General Meeting held on July 18, 2014, Prof (Mr) Sunil Sharma and Prof (Mrs) Neharika Vohra were appointed as Independent Directors of the Company for a period of 3 years till January 21, 2017 and March 11, 2017 respectively. Special Resolutions seeking members'' approval for appointing them as Independent Director(s) for the second term of 3 years from expiry of their current terms form part of the Notice of the ensuing Annual General Meeting. Your Company has received notice(s) in writing along with requisite deposit pursuant to Section 160 of Companies Act, 2013, proposing their appointment for the second term and based on performance evaluation and contributions made by Prof (Mr) Sunil Sharma and Prof (Mrs) Neharika Vohra, your Board recommends their appointment for the second term of 3 years upon expiry of their current term

Dr Subhash Chandra, Non-Executive Director is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment. Your Board recommends his re-appointment.

In compliance with the requirements of Section 203 of the Companies Act, 2013, Mr. Punit Goenka, Managing Director & CEO, Mr Mihir Modi, Chief Finance & Strategy Officer and

Mr M Lakshminarayanan, Chief Compliance Officer & Company Secretary of the Company continue as Key Managerial Personnel of the Company,

BOARD EVALUATION

The Independent Directors of your Company, in a separate meeting held without presence of other Directors and management evaluated performance of the Chairman, Managing Director and other Non-independent Directors along with performance of the Board/Board Committees based on various criteria recommended by Nomination & Remuneration Committee. A report on such evaluation done by Independent Directors was taken on record by the Board and further your Board, in compliance with requirements of Companies Act, 2013, evaluated performance of all Independent Directors based on various parameters including attendance, contribution etc,

BOARD COMMITTEES

In compliance with the requirements of Companies Act, 2013 and Listing Agreements / Listing Regulations, your Board had constituted various Board Committees including Audit Committee, Risk Management Committee, Nomination & Remuneration Committee Stakeholders Relationship Committee and Corporate Social Responsibility Committee, Details of the constitution of these Committees, which are in accordance with regulatory requirements, have been uploaded on the website of the Company viz. www.zeetelevision com. Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members therein form part of the Corporate Governance Report annexed to this report,

A detailed report on Corporate Social Responsibility activities initiated by the Company during the year under review, in compliance with the requirements of Companies Act, 2013, is annexed to this report,

AUDITORS

Statutory Audit: The Statutory Auditors M/s MGB& Co. LLP, Chartered Accountants, Mumbai having Firm Registration No 101169W/W-100035, holds office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. Your Company has received confirmation from the Auditors to the effect that their reappointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014,

Your Board is of the opinion that continuation of M/s MGB & Co. LLP, as Statutory Auditors during and for certifying the financial statements for FY 2016-17, will be in the best interests of the Company and therefore Members are requested to consider their appointment as Statutory Auditors of the Company for signing financial statements and issue reports for the period ending March 31, 2017. The re-appointment proposed is within the time frame for transition as provided under the third proviso to sub-section (2) of Section 139 of Companies Act 2013

Secretarial Audit: During the year, Secretarial Audit was carried out by M/s Vinod Kothari & Co., Company Secretaries (Firm Registration No. P1996WB042300) in compliance with Section 204 of the Companies Act, 2013

The reports of Statutory Auditor and Secretarial Auditor forming part of this Annual report do not contain any qualification, reservation or adverse remarks. During the year the Statutory Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act,

DISCLOSURES

i. Particulars of loans, guarantees and investments: Particulars of loans, guarantees and investments made by the Company as required under section 186 (4) of the Companies Act, 2013 are contained in Note No 14 to the Standalone Financial Statements

ii. Transactions with Related Parties: None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Information on material transactions with related parties pursuant to Section 134(3)(h) of the Act, read with rule 8(2) of the Companies (Accounts) Rules, 2014, inform AOC-2 is annexed to this report

iii. Risk Management: Your Board had constituted Risk Management Committee to identify elements of risk in different areas of operations and to develop policy for actions associated to mitigate such risks. In the opinion of the Risk Management Committee, there was no risk that may threaten the existence of the Company,

iv. Internal Financial Controls and their adequacy: Your Company has approved internal financial controls and policies/procedures to be adopted by the Company for orderly and efficient conduct of the business including safeguarding of assets, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically,

v. Deposits & Unclaimed Dividend: Your Company has not accepted any public deposit under Chapter V of the Companies Act, 2013. During the year under review, in terms of provisions of Investors Education and Protection Fund (Awareness and Protection of Investors) Rules, 2014, unclaimed dividend declared by the Company & ETC Networks Ltd (since merged with the Company) for financial year 2007-08, aggregating to 0.92 Million was transferred to Investors Education and Protection Fund,

vi. Extract of Annual Return: The extract of Annual Return in Form MGT-9 as required under Section 92(3) of the Act read with Companies (Management & Administration) Rules, 2014 is annexed to this report,

vii. Sexual Harassment: The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the year under review no complaints on sexual harassment were received

viii. Regulatory Orders: No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company''s operations in future

CONSERVATION OF ENERGY, TECHNOLOGY ADSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is into the business of Broadcasting of General Entertainment Television Channels. Since this business does not involve any manufacturing activity, most of the Information required to be provided under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are Nil / Not applicable. However, the information, as applicable, are given hereunder:

CONSERVATION OF ENERGY

(i) the steps taken or impact on conservation of energy Your Company, being a service provider, requires minimal energy consumption and every endeavour is made to ensure optimal use of energy, avoid wastages and conserve (n) the steps taken by the company for utilizing alternate sources of energy

(iii) the steps taken by the company for utilizing alternate sources of energy energy as aras possie.

TECHNOLOGY ABSORPTION:

(i) the efforts made towards technology absorption Your Company uses latest technology and equipment''s into its Broadcasting business, the benefits derived like product improvement, cost reduction, product development However since the Company is not engaged in any manufacturing, the information in or import substitution _ connection with technology absorption is Nil. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

(a) the details of technology imported

(b) the year of import;

(c) whether the technology been fully absorbed

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

(iv) the expenditure incurred on Research and Development

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars of foreign currency earnings and outgo during the year are given in Note 41 to 43 to Standalone Financial Statement,

HUMAN RESOURCES & PARTICULARS OF EMPLOYEES

Being in the business of creativity and business of people, to ensure sustainable business growth and become future ready, over the years your Company has been focusing on strengthening its talent management and employee engagement processes and through the year, organisation''s employee engagement scores has improved to highest percentile in the entertainment sector. Your Company continues to build talent pipeline by hiring fresh talent from renowned campuses and nurturing them and identifying / training top performing resources. Your Company has institutionalised the people philosophy framework SAMWAD to ensure that, as part of key objectives, people managers deliver on organisation''s expectations of managing outcome and developing people by being focused on their strengths. As at March 31, 2016, your Company had 2034 employees

Requisite disclosures in terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with statement showing names and other particulars of the employees drawing remuneration in excess of the limits prescribed under the said rules is annexed to this report.

ACKNOWLEDGEMENTS

Employees are our vital and most valuable assets. Your Directors value the professionalism and commitment of all employees of the Company and place on record their appreciation of the contribution made by employees of the Company and its subsidiaries across the world at all levels that has contributed to your Company''s success and remain in the forefront of media and entertainment business. Your Directors thank and express their gratitude for the support and co-operation received from the Central and State Governments / regulatory authorities viz. the Ministry of Information & Broadcasting, the Department of Telecommunication, Ministry of Corporate Affairs, Reserve Bank of India, Securities and Exchange Board of India, Foreign Investment Promotion Board, the Stock Exchanges and Depositories and other stakeholders including viewers, producers, vendors, financial institutions, banks, investors and service providers

For and on behalf of the Board of Directors

Punit Goenka

Managing Director & CEO



Manish Chokhanl

Director

Place: Mumbai

Date: May 10, 2016


Mar 31, 2015

TO THE MEMBERS

The Directors are pleased to present the Thirty Third Annual Report and the Audited Financial Statements of the Company for the year ended March 31, 2015.

RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 (''the Act''), in relation to the Audited

Financial Statements for the Financial Year 2014-2015, your Directors confrm that:

a) The Financial Statements of the Company - comprising of the Balance Sheet as at March 31, 2015 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis following applicable accounting standards and that no material departures have been made from the same;

b) Accounting policies selected were applied consistently and the judgments and estimates related to the financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015, and, of the Profit of the Company for the year ended on that date;

c) Proper and suffcient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act, to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities;

d) Requisite internal financial controls were laid down and that such financial controls are adequate and operating effectively; and

e) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

FINANCIAL HIGHLIGHTS

The financial performance of your Company for the year ended March 31, 2015 is summarized below:

(Rs. Millions) Year ended Year ended Particulars 31.03.2015 31.03.2014

Revenue from Operations 34,262 30,757

Other Income 2,273 1,845

Total Income 36,535 32,602

Total Expenses 24,413 20,852

Profit before Tax 12,122 11,750

Provision for Taxation (net) 3,804 4,027

Profit after Tax 8,318 7,723

Balance brought forward 16,551 15,998

Utilised on issue of Bonus 0Preference Shares (2,822)

Adjustment of Depreciation as per transitional provisions (135) -

Deferred Tax on the above 47 -

Amount available for appropriations 24,781 20,899

Appropriations:

Dividend

Equity Shares 2,161 1,921

Preference Shares 1,211 86 Tax on Dividend

Equity Shares 440 326

Preference Shares 242 15

General Reserve - 2,000

Balance carried forward 20,727 16,551

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report, which affect the financial position of the Company. Based on internal financial control framework and compliance systems established in the Company, the work performed by statutory, internal and secretarial auditors and reviews performed by the management and/or relevant Audit and other Committees of the Board, your Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2014-15.

DIVIDEND

Equity Shares : Your Directors recommend payment of Equity Dividend of Rs. 2.25/- per Equity Share of Rs. 1/- each and such Equity Dividend, upon approval by the Members of the Company at the ensuing Annual General Meeting, shall be payable on the outstanding equity capital as at the book closure date. The outflow on account of Equity Dividend and the tax on such dividend distribution, based on current paid-up capital of the Company would aggregate to Rs. 2,601 million, resulting in a payout of 31% of the Profits of the Company on a stand-alone basis.

Equity dividend payout for the year under review has been formulated in accordance with the Company''s policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals.

Preference Shares : In accordance with the terms of issue of Preference Shares, your Company had on April 15, 2015 (a) remitted Preference Dividend @ 6% on the Bonus Preference Shares for Financial Year 2014-15 resulting in outflow (including dividend distribution tax) of Rs. 1,452 million; and (b) remitted pro-rata dividend @ 6% per annum on unlisted Class A Preference Shares for the period from date of allotment till close of financial year resulting in outflow (including dividend distribution tax) of Rs. 1 million.

BUSINESS OVERVIEW

Your Company had a successful FY2015 with strong financial results, refecting our focus on delivering superior performance. During FY2015, Indian economy witnessed signs of optimism due to stable central government and improved macro-economic conditions. The Indian television media industry registered a growth of 14% in revenue and continued to progress in its dynamic operating environment. While digitization in Phase I and Phase II cities were completed, the rollout of digitization process in Phase III and Phase IV cities of the country during the year signified a positive development for the industry which is expected to boost subscription revenues in the future. Advertisement revenues for the television industry, on the other side, have continued to grow in line with overall media industry''s ad spends with the pace expected to pick up in the future.

During the year, the Company enhanced its product portfolio both in domestic as well as international markets, with the launch of:

- Zindagi : A premium Hindi GEC, which airs shows with content set beyond the borders of India from countries like Pakistan and Turkey. Positioned as ''Jodein Dilo Ko'', Zindagi is a channel that believes in connecting people of different cultures;

- &tv : A Hindi GEC aimed at targeting the contemporary mindset viewers. The channel endeavors to create continuing conversation with an audience that is interested in staying connected and engaged with the world around them;

- Zee World : First English GEC with dubbed and subtitled Indian content for mainstream African viewers;

- Zee Nung : A 24/7 Bollywood movie channel in Thailand, fully dubbed and subtitled in Thai language; and

- Zee Hiburan : A localized GEC in Indonesia with fully dubbed or subtitled content in Bahasa language.

Your Company''s fagship channel, Zee TV, continued to maintain the second spot in the Hindi GEC space during the year with the launch of several successful shows, including Kumkum Bhagya, Jamai Raja, DID 4 and Sa Re Ga Ma Pa Lil Champs.

Zee Cinema continued to lead the Hindi Movie genre and strengthened its movie libraries. Some of the Bollywood''s biggest blockbusters premiered on Zee Cinema include, Entertainment, Holiday, Raja Natwarlal and Main Tera Hero.

Regional entertainment channels of your Company continued their strong growth in respective markets. Zee Marathi increased its market share to more than 50% during the year and has been the No. 1 channel since August 2013. The channel premiered blockbuster movie "Lai Bhaari", the biggest World TV premiere on Marathi television in last 5 years. Zee Bangla continued to be a strong player in the Bangla GEC space and performed extremely well in the non-fction genre, driven by shows like Dadagiri Unlimited - 5 and Sa Re Ga Ma Pa.

Zee Telugu was in the No.2 position in the weekday Primetime band between 1830-2230hrs on the back of popular fction shows like Mudda Mandaram, Rama Seetha, and Mooga Manasulu. The launch of Rama Seetha received the highest viewership for any new launch in this space. Zee Kannada garnered a 14% market share in the Karnataka market and has added shows like Srirastu Subhamastu and Jothe Jotheyali in fction and shows like Life Super Guru and Maharshi Vani in the non-fction formats. Zee Tamil was a strong No.3 player among all Tamil GECs, with shows like Solvathellam Unmai and CID.

Zee Café and Zee Studio are the company''s English language offerings. Zee Café is one of the leading players in the English GEC category and has the telecast rights to the latest series programming of America''s leading TV shows like The Big Bang Theory, House of Cards, The Mentalist etc. Zee Studio on the other hand is an English movie channel that shows all the latest blockbusters to the Hollywood loyalist. During FY15, Zee Studio, in its continued effort to entertain its audience launched its new ideology, "See it All" and showcased premiere movies like Mission Impossible: Ghost Protocol, Avengers, Megamind etc. These English channels continue to strengthen the network subscription bouquet.

With telecast rights to 5 of the 10 cricket boards which ensure coverage of cricket of all test playing countries, the Company''s sports channels continue to enthrall viewers across the country. Some of the major acquisitions during the year include renewal of rights with the Pakistan Cricket Board, WWE and UEFA Champions League. Ten Sports also bagged the rights for MotoGP for the next fve years.

Your Company continued its focus on expansion in International markets through its international channel offerings. During the year penetration of ZEE network channels in international territories were enhanced. The major highlights for the year are outlined below:

- In US, Zee channels were added onto additional platforms like Charter

- Zee celebrated 20 years of its presence in UK and Europe market

- &TV was launched in the UK market

- Zee Cinema International was launched in Africa.

- Zee Tamil and Zee Khana Khazana were launched in the Indian Ocean Islands.

- Zee TV continued to be the Number 1 South Asian channel both in terms of GRPs and reach in the UAE.

- Zee TV launched Parwaaz a drama series that was entirely produced in the UAE, which broke all viewership records in the UAE among South Asians.

- Zee Afam consolidated its position as the top Bollywood channel catering to Arabic audiences.

- Zee Alwan continues to grow its reach in the market with shows like Jodha Akbar, Qubool and Rihlet Saloni S3 (Saath Phere - Season 3).

SHARE CAPITAL

During the year under review the Media Business Undertaking of Diligent Media Corporation Limited (DMCL), a related party, comprising of Event Management business and a Non- news Television channel, was vested on the Company in accordance with the Scheme of Arrangement approved by Hon''ble Bombay High Court vide order passed on September 12, 2014. As per the terms of the Scheme, your Company had issued and allotted 22,273,886 - 6% Non-Cumulative Redeemable Non-Convertible Preference Shares (Class A) of Rs. 1 each to shareholders of DMCL, on September 26, 2014, resulting in increase in the paid-up share capital of the Company. These Preference Shares are unlisted and are redeemable at the end of 3 years from the date of allotment, with an option to the Company to redeem these shares at any time before redemption due date.

With a view to facilitate smooth corporate action for redemption of Bonus Preference Shares, it is proposed to consolidate the face value of the Preference Shares from Rs. 1 each to Rs. 10 each. A proposal seeking equity shareholder''s approval for the proposed consolidation and consequent alteration of Memorandum of Association of the Company forms part of Notice of ensuing Annual General Meeting. Subsequently the Company shall be seeking approval of the Preference Shareholders.

During the financial year, the ratings of Bonus Preference Shares, after review, was revised by Brickwork Ratings India Pvt Ltd from ''BWR AA'' to ''BWR AA '' which denotes that the instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations.

EMPLOYEES STOCK OPTION SCHEME

During the year under review, your Company has not granted any Stock Options. Further there were no Stock Options outstanding as at the close of March 31, 2015. Hence there are no disclosures provided, as required under Clause 12 (Disclosure in the Directors'' Report) of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.

SUBSIDIARIES & JOINT VENTURES

During the year under review, your Company expanded its international operations by forming a step down wholly owned subsidiary of Asia TV Ltd, UK in Ontario, Canada in the name of Asia Multimedia Distribution Inc., for facilitating distribution of television channels. With this addition, as at March 31, 2015, your Company had 20 direct and step down subsidiaries in India and Overseas. No other Subsidiary / Joint-venture was formed or divested during the year under review. In compliance with Section 129 of the Act, a statement containing requisite details including financial highlights of the operations of all Subsidiaries is annexed to this report.

In accordance with Accounting Standard AS 21 – Consolidated Financial Statements read with Accounting Standard AS 23 – Accounting for Investments in Associates, and Accounting Standard 27 – Financial Reporting of Interests in Joint Ventures, the audited Consolidated Financial Statements are provided in the Annual Report.

CORPORATE GOVERNANCE & POLICIES

Your Company has been constantly reassessing and benchmarking itself with well-established Corporate Governance practices besides strictly complying with the requirements of Clause 49 of the Listing Agreement and applicable provisions of Companies Act, 2013.

A detailed report on Corporate Governance together with the Statutory Auditors'' Certificate on compliance is attached to this Annual Report. Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges and Business Responsibility Report as per Clause 55 of the Listing Agreement are presented in separate sections forming part of the Annual Report. The said Business Responsibility Report will also be available on the Company''s website www.zeetelevision.com as part of the Annual Report.

The Audit Committee of the Board has been vested with powers and functions relating to Risk Management which inter alia includes (a) review of risk management policies and business processes to ensure that the business processes adopted and transactions entered into by the Company are designed to identify and mitigate potential risk; (b) laying down procedures relating to Risk assessment and minimization; and (c) formulation, implementation and monitoring of the risk management plan.

In compliance with the requirements of Section 178 of the Companies Act, 2013, the Nomination & remuneration Committee of your Board had fxed various criteria for nominating a person on the Board which inter alia include desired size and composition of the Board, age limits, qualifcation / experience, areas of expertise and independence of individual. The Committee had also approved in-principle that the initial term of an Independent Director shall not exceed 3 years. Your Company has also adopted a Remuneration Policy, salient features whereof is annexed to this report.

Your Board has in accordance with the requirements of Companies Act, 2013 and Clause 49 of the Listing Agreement has adopted new policies and amended existing policies such as policy on Related Party Transaction, Code of Conduct for Directors and Senior Management, Corporate Social Responsibility Policy and Whistle Blower and Vigil Mechanism Policy. These policies are available on the website of the Company and can be viewed on www.zeetelevision.com

CORPORATE SOCIAL RESPONSIBILITY

Being a sustainable enterprise that help build awareness and fosters action towards a better world is central to your Company''s strategy which believes that the Company has a role to play in improving lives, by not just our entertainment but also by living our responsibility as a caring corporate. As part of its business operations, the Company supports various initiatives to create a greener and safer world. During the year under review, to facilitate raising funds and awareness for food stricken areas of Jammu & Kashmir, your Company in partnership with the Event and Entertainment Management Association and Film and Television Producers Guild had launched a charity concert ''Hum Hain Ummeed-E-Kashmir''. This concert was telecast across all 39 channels of the Company to reach out to every citizen of India and the Advertisement revenue of over Rs. 70 Million accrued on the said telecast was contributed to the NGO United Way of India to pledge support and provide aids to food affected persons/areas in Jammu & Kashmir.

The Corporate Social Responsibility Committee of the Board of Directors of your Company has, in accordance with Section 135 of the Companies Act, 2013, approved a CSR Policy with primary focus on Education, Healthcare, Women empowerment and Sports. Besides these focus areas, your Company shall also undertake other CSR activities listed in Schedule VII of the Companies Act, 2013. As a part of said CSR policy, your Company had spent an amount of Rs. 168 Million (1.74% of average Profits) towards various CSR initiatives. Executiion of some of the CSR projects for which Company had partnered did not commence before end of financial year. Annual Report on CSR activities as prescribed under Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this report.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Your Board comprises of 8 Directors including 4 Independent Directors. Independent Directors provide their declarations both at the time of appointment and annually confrming that they meet the criteria of independence as prescribed under Companies Act, 2013 and Clause 49 of the Listing Agreement. During FY 2015 your Board met 7 (seven) times details of which are available in Corporate Governance Report annexed to this report.

During the year under review, in line with the earlier decision of the Board restricting the term of Independent Directors, Prof. R Vaidyanathan resigned as Director of the Company as at the close of business on March 31, 2015. Your Board places on record its appreciation for contributions made by Prof R Vaidyanathan during his tenure as Independent Director and Chairman of the Audit Committee.

Your Board has subsequently inducted Mr Manish Chokhani as an Additional Director of the Company in the category of Independent Director with effect from April 1, 2015. In terms of Section 161 of the Companies Act 2013, Mr. Manish Chokhani shall hold office up to the date of the ensuing Annual General meeting. The Company has received a notice in writing along with requisite deposit pursuant to Section 160 of Companies Act, 2013, proposing appointment of Mr Manish Chokhani as Director of the Company. Your Board has recommended appointment of Mr Manish Chokhani as an Independent Director not liable to retire by rotation for a period of 3 years with effect from April 1, 2015.

Mr Ashok Kurien, Non-Executive Director is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible he has offered himself for re-appointment. Your Board recommends his re-appointment.

In compliance with the requirements of Section 203 of the Companies Act, 2013, Mr. Punit Goenka, Managing Director & CEO, Mr. Mihir Modi, Chief Finance & Strategy officer and Mr. M Lakshminarayanan, Chief Compliance officer & Company Secretary of the Company were nominated as Key Managerial personnel.

BOARD EVALUATION

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated. Based on such report of the meeting of Independent Directors and taking into account the views of executive directors and non-executive directors the Board had evaluated its performance on various parameters such as Board composition and structure, effectiveness of board processes, effectiveness of flow of information, contributions from each Directors etc.

AUDITORS

Statutory Audit : The Statutory Auditors M/s MGB & Co. LLP, Chartered Accountants, Mumbai, having Firm Registration No 101169W/W-100035, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for reappointment.

Your Company has received confrmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the frm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014. Your Board is of the opinion that continuation of M/s MGB & Co. LLP, as Statutory Auditors during FY 2015- 16 will be in the best interests of the Company and therefore, Members are requested to consider their re-appointment as Statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting till next Annual General Meeting at remuneration be decided by the Board.

Secretarial Audit : During the year, Secretarial Audit was carried out by Mr. Satish K Shah, Practicing Company Secretary in compliance with Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The report of Statutory Auditor and/or Secretarial Auditor forming part of this Annual report do not contain any qualifcation, reservation or adverse remarks.

DISCLOSURES

i. Particulars of loans, guarantees and investments : Particulars of loans, guarantees and investments made by the Company required under section 186 (4) of the Companies Act, 2013 are contained in Note No. 13 to the Standalone Financial Statements. ii. Transactions with Related Parties : None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Information on material transactions with related parties pursuant to Section 134(3)(h) of the Act, read with rule 8(2) of the Companies (Accounts) Rules, 2014, in form AOC-2 is annexed to this report.

iii. Deposits & Unclaimed Dividend : Your Company has not accepted any public deposit under Chapter V of the Companies Act, 2013. During the year under review, in terms of provisions of Investors Education and Protection Fund (Awareness and Protection of Investors) Rules, 2014, unclaimed dividend declared by the Company & ETC Networks Ltd (since merged with the Company) for financial year 2006-07, aggregating to Rs. 0.81 Million was transferred to Investors Education and Protection Fund.

iv. Extract of Annual Return : The extract of Annual Return in Form MGT-9 as required under Section 92(3) of the Act read with Companies (Management & Administration) Rules, 2014 is annexed to this report.

v. Sexual Harassment : The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the year under review one (1) complaint on sexual harassment was received and resolved after investigation as per the provisions of the Act. vi. Regulatory Orders : No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company''s operations in future.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is into the business of Broadcasting of General Entertainment Television Channels. Since this business does not involve any manufacturing activity, most of the Information required to be provided under Section 134(3)(m)) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are Nil / Not applicable.

However the information, as applicable, are given hereunder:

Conservation of Energy:

(i) the steps taken or impact on conservation of energy the steps taken by the company for utilizing alternate

(ii) sources of energy

(iii) the capital investment on energy conservation equipments

Your Company, being a service provider, requires minimal energy consumption and every endeavour is made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible.

Technology Absorption:

(i) the efforts made towards technology absorption the benefits derived like product improvement, cost reduction,

(ii) product development or import substitution in case of imported technology (imported during the last three (iii) years reckoned from the beginning of the financial year)-

(a) the details of technology imported

(b) the year of import;

(c) whether the technology been fully absorbed

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

(iv) the expenditure incurred on Research and Development

Your Company uses latest technology and equipment''s into its Broadcasting business. However since the Company is not engaged in any manufacturing, the information in connection with technology absorption is Nil.

Foreign Exchange Earnings and Outgo:

Particulars of foreign currency earnings and outgo during the year are given in Note 39 to 41 of the Notes to the Accounts forming part of the Financial Statement.

HUMAN RESOURCES & PARTICULARS OF EMPLOYEES

Being in the business of creativity and business of people, to ensure sustainable business growth and become future ready, over the years your Company has been focusing on strengthening its talent management and employee engagement processes and through the year, organisation''s engagement scores has improved to highest percentile in the entertainment sector. Your Company continues to build talent pipeline by hiring fresh talent from renowned campuses and nurturing them and identifying / training top performing resources. Your Company has institutionalised the people philosophy framework SAMWAD to ensure that, as part of key objectives, people managers deliver on organisation''s expectations of managing outcome and developing people by being focused on their strengths. As at March 31, 2015, your Company had 2,121 employees.

Requisite disclosures in terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with statement showing names and other particulars of the employees drawing remuneration in excess of the limits prescribed under the said rules is annexed to this report.

ACKNOWLEDGEMENTS

Employees are our vital and most valuable assets. Your Directors value the professionalism and commitment of all employees of the Company and place on record their appreciation of the contribution made by employees of the Company and its subsidiaries across the world at all levels that has contributed to your Company''s success and remain in the forefront of media and entertainment business. Your Directors thank and express their gratitude for the support and co-operation received from the Central and State Governments / regulatory authorities viz. the Ministry of Information & Broadcasting, the Department of Telecommunication, Ministry of Corporate Affairs, Reserve Bank of India, Securities and Exchange Board of India, Foreign Investment Promotion Board, the Stock Exchanges and Depositories and other stakeholders including viewers, producers, vendors, financial institutions, banks, investors and service providers.

For and on behalf of the Board of Directors

Punit Goenka Managing Director & CEO

Sunil Sharma Director Place: Mumbai Date : May 21, 2015


Mar 31, 2013

TO THE MEMBERS

The Directors are pleased to present the Thirty First Annual Report with the Audited Statement of Accounts of the Company for the year ended March 31, 2013.

RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, in relation to the Annual Financial Statements for the Financial Year 2012-2013, your Directors confirm the following:

a) The Financial Statements comprising of the Balance Sheet as at March 31, 2013 and the Statement of Profit & Loss for the year ended on that date have been prepared in the revised format of Schedule VI of Companies Act, 1956 on a going concern and on the accrual basis and in the preparation of these Financial Statements, applicable accounting standards have been followed and there are no material departures;

b) Accounting policies selected were applied consistently and the judgements and estimates related to the financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the profit of the Company for the year ended on that date; and

c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

FINANCIAL RESULTS

The Financial Performance of your Company for the year ended March 31, 2013 is summarised below:

(Rs. millions)

Particulars Year ended Year ended 31.03.2013 31.03.2012

Revenue from Operations 25,659 22,040

Other Income 1,189 1,289

Total Income 26,848 23,329

Total Expenses 17,329 15,991

Profit before Tax 9,519 7,338

Provision for Taxation (net) 3,112 2,441

Profit after Tax 6,407 4,897

Add: Balance brought forward 13,328 11,602

Add: Proposed Dividend (including tax) on Equity 8 - Shares bought back and cancelled

Amount available for appropriations 19,743 16,499

Appropriations:

Dividend 1,919 1,438

Tax on Dividend 326 233

General Reserve 1,500 1,500

Balance carried forward 15,998 13,328

EQUITY DIVIDEND

Your Directors recommend payment of Dividend of Rs. 2.00 per equity share of Rs. 1/- each and such Dividend shall be payable subject to approval of the Members of the Company on the outstanding equity capital as at the book closure date. The outflow on account of dividend, and the tax on such dividend distribution, based on current paid-up capital of the Company would aggregate to Rs. 2,245 millions, resulting in a payout of 35% of the profits of the Company on a stand-alone basis.

BUSINESS OVERVIEW

The year marked the completion of 20 years of Brand Zee. In a year which was marked by considerable slowdown in the Indian economy, reflecting focus on superior performance during the year, your Company has recorded industry leading advertising revenue growth of 24% as against overall television advertisement spends which recorded single digit growth. The television media industry continued to grow on the back of better monetisation of subscription revenues. Financial Year 2013 was a defining year in many ways, the biggest transformation being the implementation of Digital Addressable System (DAS) in 42 largest cities of India in two phases. With exciting consumer offers being provided by DTH operators on premium channel subscriptions, Average Revenue Per User (ARPUs) on DTH is growing and your Company believes that a similar effort by digital cable operators will ensure more robust growth of the industry for all stakeholders.

During the year, your Company enhanced its product portfolios both in domestic as well as international markets, with the launch of:

- Zee Bangla Cinema : A 24-hour Bangla movie channel. With over 400 exclusive titles under its belt, Zee Bangla Cinema offers a mixed bag of commercial blockbuster and alternative cinema.

- Zee Q : India''s first edutainment channel, aimed at children in the age group of 4 to 14 years to address the educational need gaps through an engaging mix of home produced and acquired contents.

- Zee Alwan: An Arabic GEC channel. It is a unique channel aimed at Arab family audiences, showcasing a diverse choice of Arabic serials and popular Indian TV serials dubbed in Arabic.

Your Company''s flagship channel Zee TV improved its viewership share significantly during the year with the launch of several successful shows, including Dance India Dance - L''il Masters, Fear Files, Qubool Hai, Sapne Suhane Ladakpan Ke and India''s Best Dramebaaz. Pavitra Rishta continued its successful run and reaching a landmark of 1,000 episodes. DID L''il Masters got the highest rating in any non-fiction launch across all Hindi GECs. Zee Cinema continues to lead the Hindi Movie genre and strengthened its movie library. During the year, some of the Bollywood''s biggest blockbusters including Agneepath, English Vinglish, Joker and Agent Vinod were premiered on Zee Cinema.

Regional entertainment channels of your Company continued their strong growth in respective markets. Zee Marathi improved its viewership share and became consistent No. 2 player in Marathi GECs. World television premier of the movie Kaksparsh was hugely successful and had a TVR rating of 6.5 and a reach of 16.4 which was highest for a movie in Maharashtra Market. Zee Bangla had market leadership in non-fiction genre with 78% market share - driven by shows like Dance Bangla Dance Junior 2012, Sa Re Ga Ma Pa 2012 and Mirakkel Akkel Challenger 7 and continues to be a strong player in the Bangla GEC space and had the position of No 1 Bangla channel in Digital CS 4 market at the year end.

Zee Telugu was the No.1 GEC channel in the weekday Primetime fiction band between 1800-2030hrs on the back of slot leaders like Pasupu Kumkuma and Muddu Bidda, and had bagged 4 State Nandi Awards during the year including a Golden Nandi for Pasupu Kumkuma. Zee Kannada has consistently been at No.3 spot in the viewership ranking in its genre with its top performing shows during the year Kaas Ge Toss, Mummy No. 1, Radha Kalyana and Parvati Parameshwara. Zee Tamil during the year maintained its No.4 position among Tamil GECs with its most successful talk show ''Solvathellam Unmai'' and has improved its viewership share in weekday primetime band and is a No. 3 player in that band.

Zee Cafe has emerged as a leading player in the English Entertainment genre and has acquired some of the best entertainment shows in English genre including The Big Bang Theory, Vampire Diaries, Miss Universe 2012 and Gossip Girl.

Armed with telecast rights from 5 (five) cricket boards covering cricket matches of almost all test playing countries, your Company''s sports channels continue to enthrall viewers across the country. Some of the other major acquisitions during the year include US Open Tennis Championships, Brazilian Football League and WTA Premier Event Rights.

Your Company continued its focus on expansion in International markets by signing several deals and launching several channels during the year that enhanced the penetration of ZEE network channels in international territories and these include :

- Agreement with Yupp TV IPTV platform in Europe

- Contract with Russia''s 3rd largest GSM operator Megafon for Mobile TV and with regional analog cable operator Barshinform in Russia

- Zing was launched on Rogers, while Zee Salaam and Zee Tamil were launched on Bell Fibe in Canada

- Seven ZEE channels were launched on the Indian Pack with TOT (IPTV) in Thailand.

In Africas, Zee TV became the first ethnic channel to be monitored by TAM in South Africa and was positioned within the Top 50 channels out of the 120 rated channel-list. In Europe, the first locally produced British Asian drama series ''Cloud 9'' was launched on Zing channel and ZEE TV HD continues to stand out as the first South Asian channel launched in HD format in the US.

One of our key initiatives in the digital space, India.com which runs the 4th largest Indian Portal with 7.18 mm monthly unique visitors, owns and operates leading websites in key audience categories which include bollywoodlife.com, cricketcountry.com, health.india.com, oncars.in, travel. india.com, and bgr.in. India.com runs the largest original production content channels on YouTube and has launched 6 Original Programming Channels and uploaded 7,200 hours, 31,000 Videos in 2012. Our second digital initiative, DittoTV OTT platform launched last year has picked up significant traction in FY2013 and the platform is now present in over 250 countries and offering over 56 channels and boasts of over 1.5 mm users.

SUBSIDIARIES

As at March 31, 2013, the Company has 18 subsidiaries in India and Overseas. During the year under review, APAC Media Ventures Limited, Hongkong - a wholly owned subsidiary of Asia Today Limited, Mauritius and a step down subsidiary of the Company filed an application in February 2013 for dissolution with Companies Registry, Hongkong since the business operations in the region is currently being managed by another wholly owned subsidiary of Asia Today Limited viz. Zee Technologies (Ghuangzhou) Limited.

During the year under review, ITM Digital Private Limited a wholly owned Indian Subsidiary of the Company was renamed as Essel Vision Productions Limited, which is engaged in the business of production of television /film contents, mainly catering to Zee Network channels.

Your Board has decided to avail the general exemption provided by the Ministry of Corporate Affairs in 2011 from applicability of provisions of Section 212 (8) of the Companies Act, 1956, and accordingly, the annual accounts of the subsidiaries of the Company for the financial year ended March 31, 2013 are not being attached with the Annual Report of the Company and certain financial highlights of the subsidiaries are disclosed in the Annual Report, as part of the Consolidated financial statements. The audited Annual Accounts and related information of the subsidiaries, will be made available, upon request by any shareholder of the Company, for inspection at the registered office.

In accordance with Accounting Standard AS 21 - Consolidated Financial Statements read with Accounting Standard AS 23 - Accounting for Investments in Associates, and Accounting Standard 27 - Financial Reporting of Interests in Joint Ventures, the audited Consolidated Financial Statements are provided in the Annual Report.

PREFERENCE SHARES

As a special reward to shareholders on completion of 20 years of broadcasting business of the Company, in addition to the Dividend on Equity Shares, your Board of Directors has approved distribution of about Rs. 2,000 crores, by way of Bonus issue of 6% Cumulative Redeemable Non Convertible Preference shares (''RPS''). Such issuance of RPS will be subject to approval of the shareholders and other statutory & regulatory approvals/ exemptions. Your Board will be formulating a Scheme of Arrangement for the purpose, upon approval of which the Company will issue 21 (Twenty one) RPS of Re 1 each for every Equity share of Re 1 each held in the Company on a Record Date to be fixed subsequently.

BUYBACK OF EQUITY SHARES

Under the fresh buyback of equity shares approved by your Board in April 2012 for buying back equity shares by the Company up to 10% of the net worth of the Company i.e upto a financial limit of Rs. 2,800 millions at a maximum market price of Rs. 140 per share, your Company during the financial year under review and till the closure of the buyback on April 3, 2013, had bought back 48,12,357 Equity shares of Rs. 1 each from the open market at an aggregate value of Rs. 593.5 millions and all these shares were extinguished subsequently. Consequent to the said buyback and extinguishment, the Equity Share Capital of your Company was reduced to 953,957,720 equity shares of Re 1 each as at March 31, 2013.

EMPLOYEES STOCK OPTION SCHEME

Your Company had not granted any stock options during the year. Details of options granted till March 31, 2013 and other disclosures as required under Clause 12 (Disclosure in the Directors'' Report) of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (''SEBI Guidelines'') are set out in the Annexure to this Report. Subsequent to the year ended March 2013, upon exercise of some of the vested options issued in 2009, your company had issued and allotted to the Option Grantees 5,448,700 Equity Shares of Re 1 each till the date of this report.

The Statutory Auditors of the Company M/s. MGB & Co., Chartered Accountants have certified that the Company''s Stock Option Scheme has been implemented in accordance with SEBI Guidelines and the resolution passed by the shareholders.

PUBLIC DEPOSITS

During the year, your Company has not accepted any Deposits under Section 58A and Section 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

CORPORATE GOVERNANCE

Your Company has been constantly reassessing and benchmarking itself with well-established Corporate Governance practices besides strictly complying with the requirements of Clause 49 of the Listing Agreement. Your Company has documented internal governance policies and put in place a formalised system of Corporate Governance which sets outs the structure, processes and practices of governance within the Company and its subsidiaries. Given the emerging pivotal role of Independent Directors in bringing about good governance, your Company continues its efforts in seeking optimum utilisation of their expertise and involving them in all critical decision making processes.

A separate detailed report on Corporate Governance together with the Statutory Auditors'' Certificate on compliance is attached to this Annual Report. Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of the Annual Report.

In line with the ''National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business'' issued by the Ministry of Corporate Affairs in July 2011 and as mandated by the Securities and Exchange Board of India (SEBI), a Business Reponsibility Report for the year ended March 31, 2013 is attached to this Annual Report. The said Business Reponsibility Report is also available on the Company''s website www.zeetelevision.com as part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has at a unified and centralised level, put in place a Corporate Social Responsibility (CSR) policy which is based on a belief that a Business cannot succeed in a society that fails and therefore it is imperative for business houses, to invest in the future by taking part in social building activities.

During the year under review, your Company as part of Essel Group continued to support the cause of Ekal Vidyalaya Foundation - an NGO that works to bring about basic literacy and health awareness amongst the tribal and rural population of India; Global Vipassana Foundation which helps propagate Vipassana, the non-sectarian rational process of self- purification with the aim of bringing about peace both within the individual and the society in general; and Global Foundation for Civilisational Harmony, a body which aims to create a peaceful and harmonious society. Additionally, the Company has committed medium term financial support by way of donation to Marrow Donor Registry (India) - MDRI, a society which facilitates Marrow and Blood Stem Cell transplants for patients with life-threatening blood diseases and has data base of voluntary, unrelated Marrow Donors.

In its constant drive to empower and educate women, your Company supported the campaign run by International Advertising Association India Chapter (IAA) and the Gender Sensitisation Seminar held in February 2013. The theme of the event, which was held in collaboration with Laadli and supported by UNFPA, was aimed at content developers in media, advertising and marketing to sensitise them on gender nuances and to encourage creative personnel to come up with compelling campaigns against street sexual harassment.

DIRECTORS

Prof R Vaidyanathan, Independent Director and Mr. Ashok Kurien, Non- Executive Director, retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. Your Board has recommended their re-appointment.

AUDITORS

The Statutory Auditors M/s MGB & Co., Chartered Accountants, Mumbai, having Firm Registration No 101169W, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

Your Company has received confirmation from the Auditors to the effect that (i) their reappointment, if made would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956; (ii) that they are not disqualified for reappointment within the meaning of Section 226 of the said Act and (iii) they have been provided a valid certificate from the Peer Review Board of the Institute of Chartered Accountants of India.

In compliance with Cost Accounting Records (Telecommunication Industry) Rules, 2011, Mr. Vaibhav P Joshi, Practising Cost Accountant, was appointed as Cost Auditor of the Company for Financial year 2012-13.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is into the business of Broadcasting of General Entertainment Television Channels. Since this business does not involve any manufacturing activity, most of the Information required to be provided under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are not applicable.

However the information, as applicable, are given hereunder:

Conservation of Energy

Your Company, being a service provider, requires minimal energy consumption and every endeavor is made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible.

Technology Absorption

In its endeavor to deliver the best to its viewers and business partners, your Company is constantly active in harnessing and tapping the latest and best technology in the industry and during the year, your Company had launched several High Definition Television Channels.

Foreign Exchange Earnings and Outgo

Particulars of foreign currency earnings and outgo during the year are given in Note 38 to 40 of the Notes to the Accounts forming part of the Annual Accounts.

PARTICULARS OF EMPLOYEES

Your Company had 1,630 employees as of March 31, 2013. The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended are set out in an annexure to this Report. However, in terms of Section 219(1)(b) (iv) of the Act, these details are not being sent as part of this Report and any shareholder interested in obtaining copy of the same may write to the Company Secretary.

ACKNOWLEDGEMENTS

Employees are our vital and most valuable assets. Your Directors value the professionalism and commitment of all employees of the Company and place on record their appreciation of the contribution made by employees of the Company and its subsidiaries across the world at all levels that has contributed to your Company''s success and remain in the forefront of media and entertainment business. Your Directors thank and express their gratitude for the support and co-operation received from the Central and State Governments / regulatory authorities viz. the Ministry of Information & Broadcasting, the Department of Telecommunication, Ministry of Corporate Affairs, Reserve Bank of India, Securities and Exchange Board of India, Foreign Investment Promotion Board, the Stock Exchanges and Depositories and other stakeholders including viewers, producers, vendors, financial institutions, banks, investors and service providers.

For and on behalf of the Board of Directors

Punit Goenka

Managing Director & CEO

M Y Khan

Place: Mumbai Director

Date: May 22, 2013


Mar 31, 2012

The Directors are pleased to present the Thirtieth Annual Report with the Audited Statement of Accounts of the Company for the year ended March 31, 2012.

RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217 (2AA) of the Companies act, 1956, in relation to the Annual Financial statements for the Financial Year 2011-2012, your directors confirm the following:

a) The Financial statements have been prepared in the revised format of schedule VI of Companies Act, 1956 on a going concern and on the accrual basis and in the preparation of these Financial statements, applicable accounting standards have been followed and there are no material departures;

b) Accounting policies selected were applied consistently and the judgements and estimates related to the financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at march 31, 2012 and of the profit of the Company for the year ended on that date; and

c) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

FINANCIAL RESULTS

The Financial performance of your Company for the year ended March 31, 2012 is summarised below:

(Rs in million)

Year ended Year ended Particulars 31.03.2012 31.03.2011

revenue from operations 22,040 21,700

other Income 1,289 610

Total Income 23,329 22,310

Total Expenses 15,991 14,065

Profit before Tax & Exceptional Items 7,338 8,245

add: exceptional Item - 197

provision for Taxation (net) 2,441 2,678

Profit after Tax 4,897 5,764

add: balance brought forward 11,602 11,111

amount available for appropriations 16,499 16,875

Appropriations:

dividend 1,438 1,956

Tax on dividend 233 317

general reserve 1,500 3,000

balance carried forward 13,328 11,602

EQUITY DIVIDEND

Your directors recommend payment of dividend of Rs 1.50 per equity share of Rs 1/- each and such dividend shall be payable subject to approval of the Members of the Company on the outstanding equity capital consequent to adjustment of equity shares bought back (and extinguished) in Financial Year 2011-12 and 2012-13. The outflow on account of dividend, and the tax on such dividend distribution, based on current paid-up capital of the Company would aggregate to Rs 1,671 million, resulting in a payout of 34% of the profits of the Company on a stand-alone basis.

BUSINESS OVERVIEW

Your Company, besides providing high quality and innovative content, continues to build its media assets and in the process continues to create value for the shareholders even in a year that was marked by sharp slowdown in the economy and witnessed quite a few consolidation moves within the industry. The Joint Venture for distribution of television channels called Media pro enterprise India private limited which your Company had inked during the year with star through the distribution subsidiary Zee Turner Limited, resulted in robust growth in subscription revenues. Zee Cine awards 2012 had the highest ratings. The year also saw launch of several High definition channels from your network.

Your Company was ranked the Number 1 in Media sector in the Fortune India 500 issue in December 2011 besides being adjudged as the best Company in the Media & entertainment sector in the growth category in the first edition of the business world Infocom ICT awards.

Zee TV stood true to its core of 'umeed' - with new show launches of Afsar bitiya & punarvivah yielding good ratings and, in March 2012, Zee TV created 'guinness World records' for the Largest bollywood dance through participation of 4428 dancers as part of its dance India dance programme and created another first in licensing & merchandising with the exclusive dId reebok dance gears. In the Hindi movie genre, Zee Cinema regained its leadership position and underwent a packaging change. Zee Cinema also won International recognition for promos of 'peepli live' movie at the promaxbdA Asia awards 2011 held in singapore and won two silver awards at the prestigious Mirchi Kaan 2011 for lady raaj.

Zee regional channels continued their strong growth in respective markets. Zee bangla continuing its rise becoming bengal's Number 1 entertainment channel and its dance bangla dance entering Umca book of records for the first regional channel to complete 100 episodes with the same set of participants and dadagiri unlimited season 3 winning srijan samman - an advertisement award felicitating all advertisements of India and bangladesh in bengali language. Zee Marathi held on to its ground and has been fighting the competition aggressively without losing touch with its audiences and brought to the audiences fresh and appealing shows through Marathi paul padate pudhe, guntata Hriday He, eka Lagnachi doosri goshta which have created buzz value and also contributed strongly to the ratings. Zee Telugu continues to be the channel of choice for viewers and its Zee Kutumbam awards 2011 was a first of its kind relationship awards on Telugu Television and the event produced highest television ratings of 9.25. Zee Kannada has gained market share and with its top performing shows like radha Kalyana & paravathi parameshwara saw significant boost in rating points during the year. Zee Tamil garnered all time high gross rating points and is currently viewed by 14 million people across Tamil Nadu.

Zee Cafe and Zee studio continued showcasing the best and latest of popular american content including Hollywood movies, shows and live mega events like Miss Universe 2011 and Miss World London 2012.

In the sports genre, Ten sports completed 10 successful years of operations during the year and 'Ten golf' - a dedicated 24-hours golf Channel was launched with several medium- term licensing arrangements in place.

as a dominant player in south asian (sa) entertainment across international markets, besides entering into newer markets and launch of new channels, your Company continues to dominate the International south asian business globally with 50% share with Zee TV continuing its leadership position in us, Middle east & africas in terms of viewership within the sa channels. Zee africa received the diamond arrow award for outstanding performance and 'Zee Mega Challenge' - a local Talent Hunt leading to Mega auditions of sarega Ma pa & dance India dance were conducted in Mauritius.

As part of leveraging digital delivery opportunities, your Company launched 'ditto TV' - an unique television viewing experience through mobile and through its subsidiary, created a webportal called India.com, with accumulated traffic of 13.5 million (GA) Unique Users per Month Worldwide, which has house of brands such bollywoodlife. Com, oncars.In and Indiancolleges.Com

SUBSIDIARIES

during the year under review, subsequent to the amalgamation of ZEs Holdings Limited, Mauritius and Zee Multimedia Worldwide Limited, BVI with the Company pursuant to a scheme of amalgamation approved by Hon'ble bombay High Court vide order passed on June 10, 2011, Zee sports International Limited, Mauritius - another overseas subsidiary merged with its holding company Asia Today Limited, Mauritius in August 2011. Consequently, as at March 31, 2012, the Company has 18 subsidiaries in India and overseas.

As the members are aware, the ministry of Corporate Affairs, has provided general exemption to companies from complying with section 212 (8) of the Companies Act, 1956, provided such companies publish the audited consolidated financial statements in the Annual report. Your Board has decided to avail the said general exemption from applicability of provisions of section 212 of the Companies Act, 1956, and accordingly, the annual accounts of the subsidiaries of the Company for the financial year ended march 31, 2012 are not being attached with the Annual report of the Company and certain financial highlights of the subsidiaries are disclosed in the Annual report, as part of the Consolidated financial statements. The audited Annual Accounts and related information of the subsidiaries will be made available, upon request by any shareholder of the Company, or for inspection at the registered office.

In accordance with Accounting standard As 21 - Consolidated Financial Statements read with Accounting Standard AS 23 - Accounting for Investments in Associates, and Accounting Standard 27 - Financial Reporting of Interests in Joint Ventures, the audited Consolidated Financial Statements are provided in the Annual Report.

BUYBACK OF EQUITY SHARES

The members of the Company had approved, through a Postal Ballot Special Resolution passed on march 25, 2011, buyback of its equity shares by the Company by using funds upto a limit of Rs 7,000 million i.e. upto 25% of the networth of the Company as at march 31, 2011, at a maximum market price of Rs 126 per share. During the financial year under review, commencing from July 27, 2011 until closure on march 23, 2012 (i.e. upon conclusion of one year from the date the postal Ballot resolution was passed) 19,372,853 Equity shares of Rs 1 each were bought back by the Company from the open market at an aggregate value of Rs 2,319.2 million. These equity shares were subsequently extinguished resulting in reduction of the paid-up share capital of the Company to 958,770,077 equity shares of Rs 1 each.

Subsequent to closure of the said buyback in march 2012, as allowed under the extant regulations, on April 4, 2012 your Board had approved a fresh buyback of equity shares at a maximum market price of Rs 140 per Equity share subject to a limit of Rs 2,800 million i.e. upto 10% of Net Worth of the Company as at march 31, 2011. Under this fresh buyback which commenced on April 23, 2012, your Company has bought back 3,058,119 Equity Shares till the date of this report at an aggregate consideration of Rs 374.46 million, of which 264,794 Equity Shares have been extinguished, resulting in reduction of the paid-up Share Capital of the Company to 958,505,283 Equity Shares of Rs 1 each.

EMPLOYEES STOCK OPTION SCHEME

Your Company had not granted any stock options during the year. Details of options granted till march 31, 2012 and other disclosures as required under Clause 12 (Disclosure in the Directors' Report) of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock purchase Scheme) Guidelines, 1999 ('SEBI Guidelines') are set out in the Annexure to this Report. During the year under review, your Company had allotted 66,800 Equity Shares at a price of Rs 119.90 per Equity Share upon exercise of the Stock options by the option Grantee's.

The Statutory Auditors of the Company M/s. MGB & Co., Chartered Accountants have certified that the Company's Stock option Scheme has been implemented in accordance with SEBI Guidelines and the resolution passed by the shareholders.

PUBLIC DEPOSITS

During the year, your Company has not accepted any Deposits under Section 58A and Section 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

CORPORATE GOVERNANCE

Your Company has been constantly reassessing and benchmarking itself with well-established Corporate Governance practices besides strictly complying with the requirements of Clause 49 of the Listing Agreement. Your Company has documented internal governance policies and put in place a formalised system of Corporate governance which sets outs the structure, processes and practices of governance within the Company and its subsidiaries. given the emerging pivotal role of Independent directors in bringing about good governance, your Company continues its efforts in seeking optimum utilisation of their expertise and involving them in all critical decision making processes.

Based on the provisions of 'Corporate governance Voluntary guidelines 2009' issued by the ministry of Corporate Affairs in december 2009 upon recommendation of the nomination Committee of your Board, the tenure of Independent directors in the Company was restricted to 6 (six) years. However, the Companies (Amendment) Bill 2011 introduced at the Parliament provides for tenure of Independent director(s) - initially for a period of 5 (Five) years and if approved by the members of the Company by a special resolution for another period of 5 (Five) Years. Pending enactment of the said Companies (Amendment) Bill, 2011 and further clarity on statutory / regulatory provisions, your Board has decided that the Independent directors who have completed 6 years may continue on the Board of your Company. Pursuant to this decision, Lord gulam noon and Dr m Y Khan who have completed 6 (six) years as Independent directors during the last quarter of year under review, continue their directorship in the Company.

during the year under review, as approved by the Board and the members of the Company at the Extra Ordinary general meeting held on April 27, 2012, certain clauses of Articles of Association of the Company have been amended, including Clause 72A which provides the right of nomination of directors to M/s Essel media & Entertainment Ltd ('EMEL') to nominate and/ or replace such number of directors equivalent to the number of Independent directors on the Board of the Company, so long as EmEL directly or through any of its Indian or Overseas subsidiaries holds or continues to hold minimum of 30 (thirty)% of the shareholding in the Paid-up Equity share Capital of the Company entitled to voting rights in the Company. Till the date of this report, the said right has not been exercised by EMEL.

A separate detailed report on Corporate governance together with the statutory Auditors' Certificate on compliance is attached to this Annual report. Management's discussion and Analysis report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the stock Exchanges is presented in a separate section forming part of the Annual report.

CORPORATE SOCIAL RESPONSIBILITY

As part of the Essel group of Companies, your Company has at a unified and centralised level, put in place a Corporate social responsibility (Csr) policy which is based on a belief that a Business cannot succeed in a society that fails and therefore it is imperative for business houses to invest in the future by taking part in social building activities.

during the year under review, Essel group continued to support cause of Ekal Vidyalaya Foundation, an ngo that works to bring about basic literacy and health awareness amongst the tribal and rural population of India; global Vipassana Foundation which helps propagate Vipassana, the non-sectarian rational process of self-purification with the aim of bringing about peace both within the individual and the society in general; and global Foundation for Civilizational Harmony, a body which aims to create a peaceful and harmonious society.

DIRECTORS

Mr. rajan Jetley resigned from the Board as an Independent director of your Company at the close of business hours on June 30, 2011 upon completion of 6 (six) years as per the earlier decision taken to restrict the tenure of Independent directors in the Company.

Mr subhash Chandra and dr. M.Y. Khan, directors, retire by rotation at the ensuing Annual general Meeting and, being eligible, offer themselves for re-appointment. Your Board has recommended their re-appointment.

AUDITORS

The statutory Auditors M/s MGB & Co., Chartered Accountants, Mumbai, having Firm registration No 101169W, hold office until the conclusion of the ensuing Annual general Meeting and are eligible for reappointment.

Your Company has received confirmation from the Auditors to the effect that (i) their reappointment, if made would be within the limits prescribed under section 224(1 B) of the Companies Act, 1956; (ii) that they are not disqualified for reappointment within the meaning of Section 226 of the said Act and (iii) they have been provided a valid certificate from the peer Review Board of the Institute of Chartered Accountants of India.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is into the business of Broadcasting of General Entertainment Television Channels. Since this do not involve any manufacturing activity, most of the Information required to be provided under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are not applicable.

However the information, as applicable, are given hereunder:

Conservation of Energy

Your Company, being a service provider, requires minimal energy consumption and every endeavor is made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible.

Technology Absorption

In its endeavor to deliver the best to its viewers and business partners, your Company is constantly active in harnessing and tapping the latest and best technology in the industry and during the year, your Company had launched several High Definition Television Channels.

Foreign Exchange Earnings and Outgo

particulars of foreign currency earnings and outgo during the year are given in Note 39 to 42 of the Notes to the Accounts forming part of the Annual Accounts.

PARTICULARS OF EMPLOYEES

Your Company had 1,628 employees as of march 31, 2012. The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended are set out in an annexure to this Report. However, in terms of Section 219(1)(b)(iv) of the Act, these details are not being sent as part of this Report and any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

Acknowledgements

Employees are our vital and most valuable assets. Your Directors value the professionalism and commitment of all employees of the Company and place on record their appreciation of the contribution made by employees of the Company and its subsidiaries across the world at all levels that has contributed to your Company's success and remain in the forefront of media and entertainment business. Your Directors thank and express their gratitude for the support and co-operation received from the Central and State Governments / regulatory authorities viz. the ministry of Information & Broadcasting, the Department of Telecommunication, ministry of Corporate Affairs, Reserve Bank of India, Securities and Exchange Board of India, Foreign Investment Promotion Board, the Stock Exchanges and Depositories, and other stakeholders including viewers, producers, vendors, financial institutions, banks, investors and service providers.

For and on behalf of the Board of Directors

Punit Goenka

Managing Director & CEO

M Y Khan

Place : Mumbai Director

Date : 21 may 2012


Mar 31, 2011

The Directors are pleased to present the Twenty Ninth Annual Report with the Audited Statement of Accounts of the Company for the year ended March 31, 2011.

RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, in relation to the Annual Financial Statements for the Financial Year 2010-2011, your Directors confirm the following:

a) The Financial Statements have been prepared on a going concern and on the accrual basis and in the preparation of these Financial Statements, applicable accounting standards have been followed and there are no material departures;

b) Accounting policies selected were applied consistently and the judgements and estimates related to the financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011 and of the profit of the Company for the year ended on that date; and

c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

FINANCIAL RESULTS

The Financial Performance of your Company for the year ended March 31, 2011 is summarized below:

(Rs. in 000)

Year ended Year ended Particulars 31.03.2011 31.03.2010

Sales & Services 21,699,377 12,787,436

Other Income 643,073 1,061,815

Total Income 22,342,450 13,849,251

Total Expenses 14,097,021 7,765,827

Profit before Tax & Exceptional Items 8,245,429 6,083,424

Add: Exceptional Item 196,797 --

Provision for Taxation (net) 2,678,068 495,021

Profit after Tax 5,764,158 5,588,403

Add: Balance brought forward 11,111,782 8,893,473

Amount available for appropriations 16,875,940 14,481,876

Appropriations:

Dividend 1,956,286 1,946,762

Tax on Dividend 317,358 323,332

General Reserve 3,000,000 1,100,000

Balance carried forward 11,602,296 11,111,782

EQUITY DIVIDEND

Your Directors recommend payment of Dividend of Rs. 2/- per equity share of Rs. 1/- each, on the expanded equity capital consequent to Bonus issue in 2010, for the Financial Year 2010- 11. The outflow on account of Dividend and the tax on such dividend distribution would aggregate to Rs. 2273.64 million, resulting in a payout of 39% of the profits of the Company.

Business Overview

During the year, rebounding from the recession, your company continued to focus on high quality and innovative content in a highly competitive market providing compelling value for trade partners thereby yielding rich returns. Zee TV continued to be the leader in core prime time, with Pavitra Rishta being the No. 1 fiction show across GEC for most of the year and producing runaway hits like DID Little Masters - Dance Ke Baap. Zee Cine Awards 2011, the biggest Bollywood awards, garnered one of the highest ratings ever in India and its US telecast was the highest rated award function in US. Pavitra Rishta, Dance India Dance 2 and Jhansi Ki Rani bagged several awards.

In the hindi movie genre, Zee Cinema retained its leadership. This channel had introduced weekday afternoon slot called Lady Raaj targeted at women viewers covering fashion / health / cooking tips and refurbished its Sunday 8 PM slot Lage Raho, besides premiering some of the biggest hit movies of 2010 viz. Peepli [Live], Ishqiya and Kambakkht Ishq which were much appreciated by the viewers.

Despite fierce competition and fragmentation, ZEE regional channels continued to register strong growth in viewership in respective markets and each of these stand out as audience favourites. Zee Marathi maintained its dominant leadership in Marathi by delighting its viewers with novel, entertaining shows for all age groups. Marathi Paul Padte Pudhe enthralled with showcasing the talents of Maharashtra including bringing to limelight the talent and skill of Malkhamb. The show Maziya Priyala Preet Kalena - a love story, proved to be a hit amongst youth with the lead pair becoming household names and Lajja brought to the audience the portrayal of women empowerment. Zee Talkies entertained its viewers with non- stop movie entertainment and during the year positioned itself aptly as Aapla Talkies Zee Talkies. Zee Bangla continued to grow its viewership with promising content and exciting shows like Dadagiri and Dance Bangla Dance took the channel to new heights besides the channel having engaging and leading shows like Saat Paake Bandha and Suvarnolataa. Zee Salaam made its impact in viewership and its refreshing content line up, reality shows and progressive approach to programming appealed to Urdu viewers that grew steadily. Zee Telugu was the channel of choice for viewers in a crowded market and continued its winning streak through its innovative programming and launching slew of prime time fiction shows like Chinna Kodalu, Pasupu Kumkuma and Radha Kalyanam which proved to be runaway successes in their slots. Programmes like Sa Re Ga Ma Pa - singing talent show, Nachore - dance competition among celebrities and Aata - dance show by kids, topped the charts. Zee Kannada scored high on viewership and stabilized itself as a formidable player in the Kannada market with its rich mix of serials, reality shows, events, devotional content and blockbuster movies.

Zee Café and Zee Studio brought the latest of popular American content including hollywood movies, shows and live mega events to Indian viewers and for the first time in Indian television history Zee Trendz brought international gaming content as a programming offering to viewers.

As a dominant player in South Asian (SA) Entertainment across international markets, your Company undertook various initiatives to strengthen its dominance in these geographies and for growing its share within South Asian Subscription and Advertising Revenue market. Zee TV USA - first ever SA channel to be rated by Nielsen in USA, maintains its No.1 position among hindi GEC channels while Zee TV UAE also maintains the No.1 position among hindi GEC channels in UAE. In UK market ZING became the No.1 music channel amongst SA audiences. Zee Aflam - the premiere Bollywood movie channel customized to suit the local Arabic audience in UAE / Saudi Arabia registered the highest growth in viewership in its genre.

Your company has been at the forefront in leveraging the digital delivery opportunity. A range of initiatives were undertaken including developing new offerings, reaching out to new viewers, portfolio expansion, premium content offerings which have helped generate subscription revenues for the portfolio, in addition to expanding the viewer base.

CORPORATE RE-BRANDING

As part of the journey towards building a globally recognized brand, increasing viewer relevance, achieving industry leadership and taking forward the progressive outlook, your Company had recently unveiled rebranding and repositioning of the Corporate and Channel logos, which your Board believes would enhance the mindshare and viewer loyalties towards the product offerings of your Company. The entire rebranding exercise was conceptualized, designed and executed internally.

CORPORATE RESTRUCTURING

During the year under review, in order to concentrate on growth efforts of the Cricket broadcasting business in a focused manner and enable rationalization of the holding structure, your Board had approved a Scheme of Amalgamation for merger of 2 (two) overseas subsidiaries of the Company, viz. ZES holdings Ltd, Mauritius and Zee Multimedia Worldwide Limited, BVI with the Company from February 1, 2011. Upon appropriate approvals, the said Scheme became effective from June 20, 2011 and the financial impact of the Scheme has been given effect to in these Annual Financial Statements.

SUBSIDIARIES & JOINT VENTURES Overseas Subsidiaries:

With a view to consolidate businesses carried on by the overseas subsidiaries and as part of the process of rationalizing the holding structure of step-down subsidiaries, the following restructuring were carried out during the year.

a) ZES International Ltd, UK, a wholly owned subsidiary of ZES Entertainment Studios Ltd, BVI, was dissolved with effect June 29, 2010

b) Asia Business Broadcasting (Mauritius) Ltd, Mauritius amalgamated with its holding company Asia Today Ltd, Mauritius with effect from March 31, 2011;

c) Zee Entertainment Studios Ltd, BVI and ZES Mauritius Ltd, Mauritius amalgamated with their holding company ZES holdings Ltd, Mauritius with effect from March 31, 2011 and March 18, 2011 respectively

d) ZES Mauritius Ltd, Mauritius divested its entire stake in its Indian Subsidiary viz. Zee Motion Pictures Private Ltd

e) Zee Sports Americas Ltd, Mauritius was dissolved with effect from June 9, 2011

Further, your Board had in-principle approved (i) acquisition of the balance shareholding of 5% in Ta j TV Ltd., Mauritius (Taj) by Zee Sports International Ltd, Mauritius (ZSIL), thus making Taj a wholly owned subsidiary of ZSIL; and (ii) amalgamation of ZSIL with its holding company Asia Today Ltd., Mauritius.

Domestic Subsidiaries / Joint Venture:

The Joint Ventures of your Company in digital distribution viz. ITM Digital Pvt. Ltd., and in India branded Entertainment Portal viz. India Webportal Pvt. Ltd. commenced their operations during the year. Upon mutual agreement amongst the JV partners, your Company had acquired complete shareholding in ITM Digital Pvt. Ltd., in May 2011 thus making it a wholly owned subsidiary.

These consolidation initiatives and joint ventures, has resulted in reducing the number of subsidiaries of the Company from 25 in 2010 to 19 as at March 31, 2011.

The Ministry of Corporate Affairs, Government of India has provided exemption to companies from complying with Section 212 (8) of the Companies Act, 1956, provided such companies publish the audited consolidated financial statements in the Annual Report. Your Board has decided to avail the said general exemption from applicability of provisions of Section 212 of the Companies Act, 1956, and accordingly, the annual accounts of the subsidiaries of the Company for the financial year ended March 31, 2011 are not being attached with the Annual Report of the Company and certain financial highlights of the subsidiaries are disclosed in the Annual Report, as part of the Consolidated financial statements. The audited Annual Accounts and related information of the subsidiaries, where applicable, will be made available, upon request or for inspection at the registered office, by any shareholder of the Company.

In accordance with Accounting Standard AS 21 – Consolidated Financial Statements read with Accounting Standard AS 23 – Accounting for Investments in Associates, and Accounting Standard 27 – Financial Reporting of Interests in Joint Ventures, the audited Consolidated Financial Statements are provided in the Annual Report.

GROUP

Pursuant to the intimation received by the Company from the Promoters, the names of Promoters and entities comprising group for the purpose of Clause 3(1)(e) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, are disclosed in the Annual Report.

SHARE CAPITAL

During the year, the following changes were effected to the Share Capital of your Company:

140,844 fully paid-up Equity Shares of Rs. 1 each were issued and allotted to the shareholders of 9X Media Private Ltd, pursuant to the Scheme of Arrangement with 9X Media approved by honble Bombay high Court on September 9, 2010.

489,038,065 fully paid-up Equity Shares of Rs. 1 each were issued and allotted as Bonus Shares in ratio of 1 Bonus Equity Share for 1 Equity Share held on November 12, 2010, being the Record Date fixed for the purpose.

Subsequent to the financial year-end, 66,800 fully paid-up Equity Shares of Rs. 1 each were issued and allotted upon exercise of stock options under the Companys Employees Stock Option Scheme.

Consequent to these allotments, the paid-up Share Capital of the Company as on the date of this Report stood at Rs. 978,142,930 comprising of 978,142,930 Equity Shares of Rs. 1 each (March 31, 2011 - 978,076,130 Equity Shares).

BUY BACK

Special Resolution approving Buy-back of up to 25% of Companys paid-up Equity Share Capital at a price not exceeding Rs. 126 per Equity Share subject to the condition that the aggregate amount to be expended by the Company for the said Buy-back shall not exceed Rs. 700 Crores, was passed by the Members through the Postal Ballot process on March 25, 2011. Upon coming in to effect of the Scheme of Amalgamation of foreign subsidiaries, your Company has initiated further process on the proposed buy-back of equity shares.

EMPLOYEES STOCK OPTION SCHEME

Your Company had not granted any stock options during the year. Details of options granted till March 31, 2011 and other disclosures as required under Clause 12 (Disclosure in the Directors Report) of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (SEBI Guidelines) are set out in the Annexure to this Report.

The Statutory Auditors of the Company M/s. MGB & Co., Chartered Accountants have certified that the Companys Stock Option Scheme has been implemented in accordance with SEBI Guidelines and the resolution passed by the shareholders.

PUBLIC DEPOSITS

During the year, your Company has not accepted any Deposits under Section 58A and Section 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

CORPORATE GOVERNANCE

Your Company has been reassessing and benchmarking itself with well-established Corporate Governance practices besides strictly complying with the requirements of Clause 49 of the Listing Agreement. Your Company has documented internal governance policies and put in place a formalized system of Corporate Governance which sets outs the structure, processes and practices of governance within the Company and its subsidiaries. Given the emerging pivotal role of Independent Directors in bringing about good governance, your Company continues its efforts in seeking optimum utilization of their expertise and involving them in all critical decision making processes. Your Board has adopted several provisions of the Corporate Governance Voluntary Guidelines 2009 issued by the Ministry of Corporate Affairs in December 2009 including constitution of a Nominations Committee and strict implementation of the tenure of Independent Directors in the Company.

A separate detailed report on Corporate Governance together with the Statutory Auditors Certificate on compliance is attached to this Annual Report. Managements Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

As part of the Essel Group of Companies, your Company has at a unified and centralized level, put in place a Corporate Social Responsibility (CSR) policy which is based on a belief that a Business cannot succeed in a society that fails and therefore it is imperative for business houses, to invest in the future by taking part in social-building activities.

During the year under review, the social activities initiatives undertaken include (i) adoption of school(s)/village(s) in tribal areas through Ekal Vidyalaya Foundation, an NGO that works to bring about basic literacy and health awareness amongst the tribal and rural population of India; (ii) supporting the Global Vipassana Foundation which helps propagate Vipassana, the non-sectarian rational process of self-purification with the aim of bringing about peace both within the individual and the society in general; and (iii) supporting the Global Foundation for Civilizational harmony, a body which aims to create a peaceful and harmonious society.

DIRECTORS

During the year under review Mr. Laxmi N Goel, one of the Promoter Director of the Company, resigned with effect from the close of September 30, 2010. Further, in line with the retirement policy for Independent Directors approved by the Board based on the suggestions in the Corporate Governance Voluntary Guidelines issued by the Ministry of Corporate Affairs, Mr. N C Jain and Mr. B K Syngal, Independent Directors resigned from the Directorship of the Company with effect from the close of business on March 31, 2011. Your Directors wish to place on record their sincere appreciation for the contributions made by Messrs Laxmi N Goel, Nemi Chand Jain and B K Syngal during their tenure as Director(s) of the Company.

Mr Ashok Kurien and Lord Gulam Noon, Directors, retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. Your Board has recommended their re-appointment.

AUDITORS

The Statutory Auditors M/s MGB & Co., Chartered Accountants, Mumbai, having Firm Registration No 101169W, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

Your Company has received confirmation from the Auditors to the effect that their reappointment, if made would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is into the business of Broadcasting of General Entertainment Television Channels. Since these activities do not involve any manufacturing activity, most of the Information required to be provided under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are not applicable. however the information, as applicable, are given hereunder:

Conservation of Energy:

Your Company, being a service provider, requires minimal energy consumption and every endeavor is made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible.

Technology Absorption:

In its endeavor to deliver the best to its viewers and business partners, your Company is constantly active in harnessing and tapping the latest and best technology in the industry.

Foreign Exchange Earnings and Outgo:

Particulars of foreign currency earnings and outgo during the year are given in Schedule 18B Note 14(c) to the Notes to the Accounts forming part of the Annual Accounts.

PARTICULARS OF EMPLOYEES

Your Company had 1,757 employees as of March 31, 2011. In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees, who were in receipt of remuneration of Rs. 60 lakhs or more per annum and those who were in receipt of remuneration of Rs. 5 lakhs or more per month, are set out in the Annexure to this Directors Report.

ACKNOWLEDGEMENTS

Employees are our vital and most valuable assets. Your Directors value the professionalism and commitment of all employees of the Company and place on record their appreciation of the contribution made by employees of the Company and its subsidiaries across the world at all levels that has contributed to your Companys success and remain in the forefront of media and entertainment business. Your Directors thank and express their gratitude for the support and co-operation received from the Central and State Governments / regulatory authorities viz. the Ministry of Information & Broadcasting, the Department of Telecommunication, Ministry of Corporate Affairs, RBI, SEBI, Foreign Investment Promotion Board, the Stock Exchanges and Depositories and other stakeholders including viewers, producers, vendors, Financial Institutions, Banks, investors and service providers.

For and on behalf of the Board of Directors

Punit Goenka M Y Khan

Managing Director & CEO Director

Place Mumbai Date June 23, 2011


Mar 31, 2010

The Directors take pleasure in presenting the Twenty Eighth Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2010.

RESPONSIBILITY STATEMENT

In terms of and pursuant to Section 217 (2AA) of the Companies Act, 1956, in relation to the Annual Statement of Accounts for the Financial Year 2009-2010, your Directors state and confirm that:

a) these Accounts have been prepared on a ‘going concern basis and in such preparation the applicable accounting standards had been followed with proper explanation relating to material departures;

b) your Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the fnancial year, and of the profit of the Company for that year; and

c) your Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 as amended, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

FINANCIAL RESULTS

The Financial Performance of your Company for the year ended March 31, 2010 is summarized below:

(Rs./Thousand)

Particulars Year ended Year ended 31.03.2010 31.03.2009

Sales & Services 12,787,436 12,102,425

Other Income 1,061,815 1,050,920

Total Income 13,849,252 13,153,345

Total Expenses 7,765,828 9,391,442

Profit before Tax & Exceptional Items 6,083,424 3,761,903

Less Exceptional Item - Provision for Diminution in Value of Investment - (25,806)

Provision for Taxation (net) 495,021 690,263

Profit after Tax 5,588,403 3,097,446

Add: Balance brought forward 8,893,473 7,209,482

Amount available for appropriations 14,481,876 10,306,928

Appropriations

Dividend 1,946,762 868,014

Tax on Dividend 323,332 145,441

General Reserve 1,100,000 400,000

Balance carried forward 11,111,782 8,893,473

DIVIDEND

As the Members are aware, your Directors had approved payment of a Special Interim Dividend of Rs. 2/- per equity share of Re 1 each in April 2010. Your Directors are now pleased to recommend a Final Dividend of Rs. 2/- per equity share of Re 1/- each, for the Financial Year 2009-10. The total cash outflow on account of Dividend including the interim dividend already paid and the tax on such dividend distribution would aggregate to Rs. 2270 Million, resulting in a payout of 40% of the profits of the Company.

BUSINESS OVERVIEW

The year saw your Company successfully implement a range of initiatives to overcome the unique challenges of recession and unabated growth in number of new entrants. In addition your Companys ability to capitalize on such upcoming opportunities as digital platform growth, by leveraging the strength of your Companys portfolio of offerings, to cater to multiple viewer groups and their evolving preferences has put your Company ahead and at the forefront of a highly competitive market.

Zee TV maintained leadership in the crucial Prime Time band on weekdays and gave the viewers the No 1 fiction show, Pavitra Rishta in Hindi general entertainment genre. The leadership in Non-fiction genre continued with launch of Dance India Dance 2 staying much ahead of the competition week after week and the year also marked completion of 1000 episodes of Saregamapa - one of Zee TVs biggest and oldest brands. The celebration of Zee TVs endearing relationship with viewers was marked by the record ratings that Zee Rishtey Awards clocked, becoming the highest rated event in the year, far ahead of the other events of the year. Jhansi Ki Rani was also launched, successfully upstaging the slot leader & adding a new flavor of historical drama to the channel and the genre.

In the Hindi movie genre, Zee Cinema retained its leadership, resonating with properties and movies that were loved by the viewers. Showcasing the biggest films of the year to interviews with the biggest stars, the channel had it all. Shanivaar Ki Raat, Amitabh Ke Saath came back with a bang during the year with the biggest films of Amitabh Bachchan. In a first for Hindi movie channels, the star himself featured on the channel for the entire season, in specially created break content, to speak about his experiences on 15 of these films. Several other initiatives including the re-branding of the Sunday 8 PM slot as ‘Lage Raho, where viewers get to see their favourite films with few breaks have been a huge hit with viewers. This became the highest rated property for Zee Cinema, and was often the leading slot across the genre. Zee Cinema also launched ‘Buzz of the Week featuring the biggest stars of Bollywood promoting their upcoming releases.

Zee regional channels have been leaders and trendsetters in their respective regional markets and continued to do so through the year, registering strong growth in viewership, despite the high clutter and fragmentation due to scores of new channels. Zee Marathi continued to be the dominant leader in Marathi genre. Trend-setting shows like Hafta Bandh, Maharashtracha Superstar, Yala Jeevan Aise Naav and Kunku have created a strong channel identity and association in the minds of the audience. In addition, a slew of blockbuster movies and events made Zee Marathi the preferred choice for discerning as well as mass viewers. Zee Telugu registered the best growth in Telugu and touched its highest ever viewership since launch. The channel also had among the best shows including Aata, a dance show, which was the No. 1 non-fiction show in Telugu. The channel also maintained leadership in morning band and differentiated content in afternoon for women. In the Bengali genre, Zee Bangla continued to delight the Bengali viewers and challenge for leadership with new content such as Mirakkel Akkel Challenger 5 which was the No.1 performing reality show across West Bengal. Zee Kannada covered new ground by building and dominating new viewership bands in morning and late night by offering differentiated content including a morning religious band and late prime comedy content.

Zee Café and Zee Studio have been successful in attracting discerning niche Indian audiences by offering some of the best English content including Hollywood movies, the best of American television series & sitcoms.

Zee further expanded its business presence internationally increasing its reach within the non penetrated markets and growing its share within the South Asian subscription & advertising revenue pie. Zee International channels were among the top rated in markets across US, UK, Middle East, South Africa & APAC thus consistently generating viewer interest in both South Asian & mainstream audiences resulting in new advertisers & subscribers coming on board

The constant efforts, some of which have been listed above, of various channels of your Company to "delight" viewers by setting new trends, has greatly strengthened your Companys long standing relationship with viewers.

This has helped it to successfully ride the recession by garnering large share of existing advertising spending and attracting new advertising.

Your Company has also made huge strides in the fast growing digital delivery space with a range of compelling and exciting offerings for viewers subscribing to DTH and Digital Cable platforms. The positive effect is being reflected in the growth in subscription revenues.

CORPORATE RESTRUCTURING

During the year under review, with a view to consolidate the general entertainment broadcasting, your Board had undertaken and approved the following Scheme(s) of Arrangements:

Demerger of Regional General Entertainment Channel Business Undertaking (comprising of Zee Marathi, Zee Bangla, Zee Talkies, Zee Telugu, Zee Cinemaalu and Zee Kannada television channels) of Zee News Limited (ZNL) vesting with the Company on the Appointed Date January 1, 2010. Upon appropriate approvals the said Scheme of Arrangement became effective from March 29, 2010 and in pursuance of the Scheme, your Company issued and allotted 50,476,622 equity shares of Re 1 each of the Company to the shareholders of ZNL on April 20, 2010 at the share exchange ratio approved under the Scheme viz. 4 (Four) fully paid up Equity Shares of Re 1 each of the Company for every 19 (Nineteen) Equity Shares of Re 1 each held in ZNL.

Merger of ETC Networks Limited (ETC), a listed subsidiary of the Company with the Company (Appointed Date March 31, 2010) and upon such merger, demerger of Education Business Undertaking from the Company vesting with Zee Learn Ltd on the Appointed Date April 1, 2010. Upon appropriate approvals the said Composite Scheme of Amalgamation and Arrangement became effective from August 30, 2010 and in consideration of amalgamation of ETC with your Company, your Company issued and allotted 4,413,488 equity shares of Re 1 each of the Company to the shareholders of ETC (other than the Company) on September 23, 2010 at the share exchange ratio approved under the Scheme viz. 10 (Ten) fully paid up Equity Shares of Re 1 each of the Company for every 11 (Eleven) Equity Shares of Rs. 10/- each held in ETC. In consideration of demerger of Education Business Undertaking from your Company vesting with Zee Learn Limited (Zee Learn), Zee Learn shall be issuing its equity shares to the shareholders of the Company at an exchange ratio of 1 (one) fully paid up Equity Share of Re 1 each of Zee Learn for every 4 (Four) Equity Shares of Re 1 each held in the Company as on the Record Date; and Demerger of 9X Channel Business Undertaking of INX Media Private Ltd (now known as 9X Media Private Ltd - ‘9X Media) vesting with the Company as at the closing of March 31,2010 (Appointed Date). Upon appropriate approvals the said Scheme of Arrangement became effective from September 22, 2010 and in consideration of demerger of 9X Channel Business Undertaking from 9X Media vesting with your Company, your Company shall be issuing equity shares to the shareholders of 9X Media as on June 30, 2010 at an exchange ratio of 1 (one) fully paid up Equity Share of Re 1 each of the Company for every 71 (Seventy-one) Equity Shares of Rs. 10 each held in 9X Media.

Issuance of equity shares by the Company in pursuance of these schemes shall ultimately result in the Issued and Paid-up Share Capital of your Company increasing to 489,038,151 equity shares of Re 1 each.

SUBSIDIARIES & JOINT VENTURES

Domestic Subsidiaries

During the year under review, ETC Networks Ltd (ETC), the listed subsidiary of the Company acquired the entire shareholding in Cornershop Entertainment Company Private Ltd which in turn held 100% stake in Cornershop Animation Private Limited, Digital Media Convergence Limited and Re-Med Services Private Limited. Subsequently, these subsidiaries amalgamated with ETC from the Appointed Date January 1, 2010 in pursuance of a Scheme of Amalgamation which became effective on April 29, 2010.

Overseas Subsidiaries

Asia TV Limited, United Kingdom, one of the overseas subsidiary along with its subsidiary OOO Zee CIS Holding Limited, Russia jointly acquired 100% stake in OOO Zee CIS Limited, a broadcasting operating Company in Russia.

Your Board of Directors had in-principle approved acquisition of additional stakes of (i) 45% in Taj TV Ltd., Mauritius by Zee Sports International Limited, Mauritius (ZSIL) a step-down subsidiary to make the aggregate holding to 95% and (ii) 50% in Taj Television India Private Ltd by the Company to make it a wholly-owned subsidiary of the Company.

During the year under review, your Board had approved two joint ventures - one with Geodesic Limited in digital distribution and monetization of contents through the internet purely on subscription based revenue model and another to host and promote an India branded Entertainment Portal in a Joint Venture with Mail.com Media Corporation, USA, both with majority shareholding by the Company.

Your Company has been granted exemption by the Ministry of Corporate Affairs, Government of India, vide its letter No. 47/518/2010-CL-III dated June 23, 2010, from the requirement of attaching Annual Reports of the Subsidiary Companies to the Annual Report of the Company for the fnancial year ended March 31, 2010. Accordingly, as required under the said approval, the annual accounts of the subsidiaries of the Company for year ended March 31, 2010 are not being attached with the Annual Report of the Company and certain financial highlights of these subsidiaries are disclosed in the Annual Report. Statement pursuant to Section 212 of the Companies Act 1956 relating to the subsidiaries of the Company is attached to this report. The annual accounts of the subsidiary companies and related detailed information will be available for inspection by any Member of the Company or that of the subsidiary companies. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies.

In accordance with Accounting Standard AS 21 - Consolidated Financial Statements read with Accounting Standard AS 23 - Accounting for Investments in Associates, and Accounting Standard 27 - Financial Reporting of Interests in Joint Ventures, the audited Consolidated Financial Statements are provided in the Annual Report.

GROUP

Pursuant to the communication received by the Company from the Promoters, the names of Promoters and entities comprising ‘group for the purpose of Clause 3(1)(e) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, are disclosed in the Annual Report.

SHARE CAPITAL

During the Financial Year 2009-10, your Company had not issued or allotted any Equity Shares. However, in pursuance of the Scheme(s) of Arrangement detailed above, 50,476,622 and 4,413,488 Equity Shares of Re 1 each respectively were issued and allotted to the shareholders of Zee News Ltd and ETC Networks Limited in April and September 2010.

In pursuance of the Composite Scheme of Amalgamation and Arrangement between the Company, ETC Networks Limited and Zee Learn Ltd, the Authorized Share Capital of your Company shall stand increased to Rs. 1,399,200,000. As an abundant caution, your consent is sought at the ensuing Annual General Meeting for reclassification of the differential Authorised Share Capital of Rs. 649,200,000 in to equivalent number of equity shares of Re 1 each.

In view of the current financial position of the Company your Board has proposed and recommended for your approval, capitalization of reserves and issuance of Bonus Equity Shares in the ratio of 1 (one) Equity Share of Re 1 each for every 1 (one) Equity Share of Re 1 each held in the Company.

EMPLOYEES STOCK OPTION SCHEME

During the Financial Year 2009-10, the Company implemented the Employees Stock Option Scheme (ZEEL ESOP 2009) in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (‘SEBI Guidelines) and the Remuneration Committee of your Board administers and monitors the ESOP 2009 scheme.

Applicable disclosures relating to Employees Stock Options as at March 31, 2010, pursuant to Clause 12 (Disclosure in the Directors Report) of the SEBI Guidelines are given is ‘Annexure A to this Report.

PUbLIC DEPOSITS

During the year, your Company has neither accepted nor renewed any Deposits under Section 58A and Section 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

CORPORATE GOVERNANCE

Over the years, your Company has been benchmarking itself with well-established Corporate Governance practices besides strictly complying with the requirements of Clause 49 of the Listing Agreement. Your Company has already put in place a formalized system of Corporate Governance by initiating implementation of a Corporate Governance Manual which sets outs the structure, processes and practices of governance with in the Company and its subsidiaries. Given the emerging pivotal role of Independent Directors in bringing about good governance, your Company continues its efforts in seeking optimum utilization of their expertise and involving them in all critical decision making processes.

A separate detailed report on Corporate Governance together with the Statutory Auditors Certificate on compliance is attached to this Annual Report. Managements Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

Your Company as part of the Essel Group of Companies, has at a unified and centralized level, put in place a Corporate Social Responsibility policy. The CSR Policy is based on a belief that a Business cannot succeed in a society that fails and therefore it is imperative for business houses, to invest in the future by taking part in social- building activities.

During the year under review, the social activities initiatives undertaken include (i) adoption of school(s)/village(s) in tribal areas through Ekal Vidyalaya Foundation, an NGO that works to bring about basic literacy and health awareness amongst the tribal and rural population of India; (ii) supporting the Global Vipassana Foundation which helps propagate Vipassana, the non-sectarian rational process of self-purification with the aim of bringing about peace both within the individual and the society in general; and (iii) supporting the Global Foundation for Civilizational Harmony, a body which aims to create a peaceful and harmonious society.

DIRECTORS

Mr Punit Goenka, whose term as Whole-time Director expired on December 31, 2009, was re-appointed as the Managing Director & Chief Executive Officer for a period of Five (5) years with effect from January 1,2010, by your Board at the meeting held on October 29, 2009. A proposal seeking Members approval for appointment of Mr Punit Goenka as the Managing Director forms part of the notice of the Annual General Meeting.

Messrs Laxmi N Goel, N C Jain and Prof R Vaidyanathan, Directors, retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re- appointment. Your Board has recommended their re- appointment.

AUDITORS

Statutory Auditors M/s MGB & Co., Chartered Accountants, Mumbai, having Firm Registration No 101169W, retire at the conclusion of the ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is into the business of Broadcasting of General Entertainment Television Channels. Since these activities do not involve any manufacturing activity, most of the Information required to be provided under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is not applicable.

However the information, as applicable, are given hereunder:

Conservation of Energy

Your Company, being a service provider, requires minimal energy consumption and every endeavor has been made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible.

Technology Absorption

In its endeavor to deliver the best to its viewers and business partners, your Company has been constantly active in harnessing and tapping the latest and best technology in the industry.

Foreign Exchange Earnings and Outgo

Particulars of foreign currency earnings and outgo during the year are given in Schedule 18B Note 15(d) to the Notes to the Accounts forming part of the Annual Accounts.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the ‘Annexure B forming part of this Directors Report.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their appreciation of the dedication and commitment of employees of the Company and its subsidiaries across the world at all levels that has contributed to the success of your Company and remain in the forefront of media and entertainment business. Your Directors thank and express their gratitude for the support and co-operation received from the Central and State Governments - mainly the Ministry of Information & Broadcasting and the Department of Telecommunication - and other stakeholders including viewers, producers, vendors, Financial Institutions, Banks, investors, service providers as well as regulatory and governmental authorities.

On behalf of the Board

N C Jain Punit Goenka

Director Managing Director

Place: Mumbai

Date: September 23, 2010

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