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Auditor Report of Zee Entertainment Enterprises Ltd.

Mar 31, 2023

Independent Auditorâs Report

To the Members of

Zee Entertainment Enterprises Limited

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

OPINION

1. We have audited the accompanying standalone financial statements
of Zee Entertainment Enterprises Limited (âthe Companyâ), which
comprise the Balance Sheet as at 31^st March 2023, the Statement
of Profit and Loss (including Other Comprehensive Income), the
Statement of Cash Flow and the Statement of Changes in Equity for
the year then ended, and notes to the standalone financial statements,
including a summary of the significant accounting policies and other
explanatory information.

2. I n our opinion and to the best of our information and according to
the explanations given to us, the aforesaid standalone financial
statements give the information required by the Companies Act, 2013
(âthe Actâ) in the manner so required and give a true and fair view in
conformity with the Indian Accounting Standards (âInd ASâ) specified
under Section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015 and other accounting principles
generally accepted in India, of the state of affairs of the Company
as at 31^st March 2023, and its profit (including other comprehensive
income), its cash flows and the changes in equity for the year ended
on that date.

BASIS FOR OPINION

3. We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Our responsibilities under
those standards are further described in the Auditorâs Responsibilities
for the Audit of the Standalone Financial Statements section of our
report. We are independent of the Company in accordance with the
Code of Ethics issued by the Institute of Chartered Accountants of
India (âICAIâ) together with the ethical requirements that are relevant
to our audit of the financial statements under the provisions of the
Act and the rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code
of Ethics. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.

KEY AUDIT MATTERS

4. Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the standalone
financial statements of the current period. These matters were
addressed in the context of our audit of the financial statements as a
whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.

5. We have determined the matters described below to be the key audit
matters to be communicated in our report.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS
AND AUDITORâS REPORT THEREON

6. The Companyâs Board of Directors are responsible for the other
information. The other information comprises the information
included in the Annual Report but does not include the standalone
financial statements and our auditorâs report thereon. The Annual
Report is expected to be made available to us after the date of this
auditorâs report.

Our opinion on the standalone financial statements does not cover
the other information and we will not express any form of assurance
conclusion thereon.

In connection with our audit of the standalone financial statements,
our responsibility is to read the other information identified above
when it becomes available and, in doing so, consider whether the
other information is materially inconsistent with the standalone
financial statements or our knowledge obtained in the audit or
otherwise appears to be materially misstated.

When we read the Annual Report, if we conclude that there is a
material misstatement therein, we are required to communicate the
matter to those charged with governance.

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED
WITH GOVERNANCE FOR THE STANDALONE FINANCIAL
STATEMENTS

7. The accompanying standalone financial statements have been
approved by the Companyâs Board of Directors. The Companyâs
Board of Directors are responsible for the matters stated in Section
134(5) of the Act with respect to the preparation and presentation
of these standalone financial statements that give a true and fair
view of the financial position, financial performance including other
comprehensive income, changes in equity and cash flows of the
Company in accordance with the Ind AS specified under Section
133 of the Act and other accounting principles generally accepted
in India. This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act for
safeguarding of the assets of the Company and for preventing and
detecting frauds and other irregularities; selection and application of
appropriate accounting policies; making judgements and estimates
that are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and presentation
of the financial statements that give a true and fair view and are free
from material misstatement, whether due to fraud or error.

8. I n preparing the financial statements, the Board of Directors are
responsible for assessing the Companyâs ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the
Board of Directors either intend to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

9. Those Board of Directors are also responsible for overseeing the
Companyâs financial reporting process.

AUDITORâS RESPONSIBILITIES FOR THE AUDIT OF THE
STANDALONE FINANCIAL STATEMENTS

10. Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditorâs report
that includes our opinion. Reasonable assurance is a high level
of assurance but is not a guarantee that an audit conducted in
accordance with Standards on Auditing will always detect a material
misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.

11. As part of an audit in accordance with Standards on Auditing, specified
under Section 143(10) of the Act we exercise professional judgement
and maintain professional scepticism throughout the audit. We also:

â¢ Identify and assess the risks of material misstatement of the
financial statements, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control;

â¢ Obtain an understanding of internal control relevant to the audit
in order to design audit procedures that are appropriate in the
circumstances. Under Section 143(3)(i) of the Act we are also
responsible for expressing our opinion on whether the Company
has adequate internal financial controls with reference to financial
statements in place and the operating effectiveness of such
controls;

â¢ Evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures
made by management;

â¢ Conclude on the appropriateness of Board of Directorsâ use
of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt
on the Companyâs ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to
draw attention in our auditorâs report to the related disclosures
in the financial statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditorâs report. However,
future events or conditions may cause the Company to cease to
continue as a going concern;

â¢ Evaluate the overall presentation, structure and content of the
financial statements, including the disclosures, and whether the
financial statements represent the underlying transactions and
events in a manner that achieves fair presentation;

12. We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit and

c. Based on such audit procedures performed as considered
reasonable and appropriate in the circumstances, nothing
has come to our notice that has caused us to believe that
the management representations under sub-clauses (a)
and (b) above contain any material misstatement.

v. The final dividend paid by the Company during the year
ended 31^st March 2023 in respect of such dividend
declared for the previous year is in accordance with
Section 123 of the Act to the extent it applies to payment
of dividend.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules,
2014 requires all companies which use accounting
software for maintaining their books of account, to use

significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.

13. We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships
and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

14. From the matters communicated with those charged with governance,
we determine those matters that were of most significance in the audit
of the financial statements of the current period and are therefore
the key audit matters. We describe these matters in our auditorâs
report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we determine
that a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected
to outweigh the public interest benefits of such communication.

OTHER MATTER

15. The standalone financial statements of the Company for the year
ended 31^st March 2022 were audited by the predecessor auditor,
Deloitte Haskins & Sells LLP, Chartered Accountants, who have
expressed an unmodified opinion on those standalone financial
statements vide their audit report dated 26^th May 2022.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

16. As required by Section 197(16) of the Act based on our audit, we
report that the Company has paid remuneration to its directors during
the year in accordance with the provisions of and limits laid down
under Section 197 read with Schedule V to the Act.

17. As required by the Companies (Auditorâs Report) Order, 2020 (âthe
Orderâ) issued by the Central Government of India in terms of Section
143(11) of the Act we give in the Annexure I, a statement on the
matters specified in paragraphs 3 and 4 of the Order, to the extent
applicable.

18. Further to our comments in Annexure I, as required by Section 143(3)
of the Act based on our audit, we report, to the extent applicable, that:

a) We have sought and obtained all the information and
explanations which to the best of our knowledge and belief were
necessary for the purpose of our audit of the accompanying
standalone financial statements;

b) I n our opinion, proper books of account as required by law
have been kept by the Company so far as it appears from our
examination of those books;

c) The standalone financial statements dealt with by this report
are in agreement with the books of account;

d) I n our opinion, the aforesaid standalone financial statements
comply with Ind AS specified under Section 133 of the Act;

e) On the basis of the written representations received from the
directors and taken on record by the Board of Directors, none

of the directors is disqualified as on 31^st March 2023 from being
appointed as a director in terms of Section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls
with reference to financial statements of the Company as
on 31^st March 2023 and the operating effectiveness of such
controls, refer to our separate Report in Annexure II wherein
we have expressed an unmodified opinion; and

g) With respect to the other matters to be included in the Auditorâs
Report in accordance with rule 11 of the Companies (Audit and
Auditors) Rules, 2014 (as amended), in our opinion and to the
best of our information and according to the explanations given
to us:

i. the Company, as detailed in note 34, 43(d)(ii) and 56 to
the standalone financial statements, has disclosed the
impact of pending litigations on its financial position as
at 31^st March 2023;

ii. the Company did not have any long-term contracts
including derivative contracts for which there were any
material foreseeable losses as at 31^st March 2023

iii. There has been no delay in transferring amounts,
required to be transferred, to the Investor Education and
Protection Fund by the Company during the year ended
31^st March 2023;

iv. a. The management has represented that, to the best of

its knowledge and belief, as disclosed in note 48(a) to
the standalone financial statements, no funds have been
advanced or loaned or invested (either from borrowed
funds or securities premium or any other sources or
kind of funds) by the Company to or in any person(s) or
entity(ies), including foreign entities (âthe intermediariesâ),
with the understanding, whether recorded in writing or
otherwise, that the intermediary shall, whether, directly
or indirectly lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of
the Company (âthe Ultimate Beneficiariesâ) or provide
any guarantee, security or the like on behalf the Ultimate
Beneficiaries;

b. The management has represented that, to the best of
its knowledge and belief, as disclosed in note 48(b) to
the standalone financial statements, no funds have been
received by the Company from any person(s) or entity(ies),
including foreign entities (âthe Funding Partiesâ), with the
understanding, whether recorded in writing or otherwise,
that the Company shall, whether directly or indirectly,
lend or invest in other persons or entities identified in
any manner whatsoever by or on behalf of the Funding
Party (âUltimate Beneficiariesâ) or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries;
and

such an accounting software which has a feature of
audit trail, with effect from the financial year beginning
on 1^st April 2023 and accordingly, reporting under Rule
11(g) of Companies (Audit and Auditors) Rules, 2014 (as
amended) is not applicable for the current financial year.

For Walker Chandiok & Co LLP

Chartered Accountants
Firmâs Registration No.: 001076N/N500013

Gautam Wadhera

Partner

Place: Mumbai Membership No.: 508835

Date: 25^th May 2023 UDIN: 23508835BGXHXY7656

Mar 31, 2022

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

OPINION

We have audited the accompanying standalone financial statements of Zee Entertainment Enterprises Limited (the Company), which comprise the Balance Sheet as at 31^st March 2022, and the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (the Act) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (Ind AS) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March 2022, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

BASIS FOR OPINION

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditorsâ Responsibility for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIâs Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matter

Auditorsâ Response

Goodwill impairment assessment as at 31^st March 2022:

The standalone financial statements reflect goodwill aggregating f 1,261 million recognised mainly on acquisitions and allocated to the following cash generating units (CGUs):

1. Online Media Business (f 640 million (net of impairment of f 1,620 million)); and

2. Regional channel in India (f 621 million).

We considered this as key audit matter due to the significance of the balance of goodwill and because of the Companyâs assessment of the fair value less cost of disposal (FVLCD) and value-in-use (VIU) calculations of the CGU, which involve significant judgements about the valuation methodology, future performance of business and discount rate applied to future cash flow projections.

Refer note 7(a) of the standalone financial statements.

Principal audit procedures performed:

Our procedures consisted of understanding the Managementâs methodology

and key assumptions and included performance of the following audit

procedures:

â¢ Evaluated the design and operating effectiveness of internal controls relating to review of goodwill impairment testing performed by the Management;

â¢ Validating impairment models through testing of the mathematical accuracy and verifying the application of the key input assumptions;

â¢ Understanding the underlying process used to determine the risk adjusted discount rates;

â¢ Assessing the appropriateness of significant changes to assumptions since the prior period;

â¢ Validating the cash flow forecasts with reference to historical forecasts and actual performance to support any significant expected future changes to the business;

â¢ Working with auditorâs valuation experts to benchmark the discount rates and perpetual growth rates applied by the Company for the purposes of computing VIU;

â¢ We have also engaged auditorâs valuation experts to assist us in evaluating the FVLCD determined by the Company. The valuation experts independently evaluated revenue multiple used in determination of FVLCD.

Key Audit Matter	Auditorsâ Response
Audit of transactions involving payment of advance for movie rights acquisitions:	Principal audit procedures performed:
The Company pays advances for acquiring movies from aggregators,	â¢ Evaluated the design and operating effectiveness of internal controls
sub-agents of aggregators and production houses. During the year, the	relating to authorisation of movie advances and adherence to the
Company paid advances to such aggregators and production houses for	approval policy framed by the Company;
acquiring rights of movies on the basis of Memorandum of Understanding	â¢ Obtained supporting documents for the sample of movie advances paid
(MOU) and/or agreements entered into with the respective aggregators or	during the year which includes the MOU/agreement executed between
production houses.	the Company and content aggregators and production houses stating
We considered this as key audit matter on account of the value of such	business rationale for the advance payments;
movie advances and the risks associated with non-performance.	â¢ Checked appropriate approvals for the advance payments and adherence to the approval policy; â¢ For samples selected, obtained direct confirmation from the content aggregators and the production houses confirming the outstanding balances as at the year-end including identification of the films against which the advances were given and the manner of utilisation of the advances by such aggregators, where considered necessary in our professional judgement.
Recoverability of long overdue receivables from a customer:	Principal audit procedures performed:
The Company has receivables of f 2,446 million (net of allowance for	â¢ Evaluated the design and operating effectiveness of internal controls
doubtful debts) from a customer, which include amounts which are long	relating to the assessment of recoverability of receivables and
overdue, as at 31^st March 2022.	determination of the provision for expected credit loss;
We considered this as key audit matter on account of risk associated with	â¢ Verified the completeness and accuracy of data considered for
long outstanding receivables from this customer, the Companyâs assessment	ageing analysis and assessment of recoverability of receivables and
of the recoverability of these receivables and consequent determination of	determination of the provision for expected credit loss;
provision for expected credit loss which requires significant Management	â¢ Obtained the payment plan agreed by the Company (presented to the
estimates and judgements.	Board of Directors by the Management) with the customer and checked
Specific factors considered by the Management includes credit worthiness	if the collections were in line with the agreed payment plan, including
of the customer, adherence to the payment plan agreed by the Company	subsequent collection after the balance sheet date till the date of the
with this customer, including ageing analysis.	standalone audit report;
Refer note 44d(ii)B of the standalone financial statements.	â¢ Evaluated whether the provision for expected credit loss recorded by the Company is appropriate considering specific factors like credit worthiness of these customers and adherence to the payment plan agreed with the Company; â¢ Obtained direct confirmation from the customer as at the year-end for the outstanding balance.
Valuation of investment in Optionally Convertible Debentures (OCDs) of a subsidiary as at 31^st March 2022:	Principal audit procedures performed:
The standalone financial statements reflect investments in Optionally	Our procedures consisted of understanding the Managementâs methodology
Convertible Debentures (OCDs) in a subsidiary with a carrying value of f	and key assumptions and included the following audit procedures:
2,151 million. These OCDs are accounted at fair value through profit and	â¢ Evaluated the design and operating effectiveness of internal controls
loss account.	relating to Managementâs review of fair value calculations;
We considered this as key audit matter due to the fair value gain recorded	â¢ Validating fair valuation model through testing of the mathematical
during the year and because of the Companyâs assessment of the fair value	accuracy and verifying the application of the key input assumptions;
calculations of the OCDs. This assessment involves significant judgements	â¢ Validating the cash flow forecasts with reference to historical forecasts
about the valuation methodology, future performance of business and	and actual performance to support any significant expected future
discount rate applied to future cash flow projections.	changes to the business; â¢ Obtained the fair valuation report issued by an independent valuer to the Company and evaluated the appropriateness of key assumptions.

Key Audit Matter

Auditorsâ Response

Matter of litigation relating to Letter of Comfort (LOC) issued by the Company to Yes Bank Limited:

With respect to the matter relating to the LOC issued by the Company to Yes Bank as explained in note 36 of the standalone financial statements. On account of the amount involved as well as the matter being under sub-judice, we considered this to be a key audit matter.

Principal audit procedures performed:

â¢ Perused the legal opinions obtained by the Management from various lawyers based on which the Management has concluded that LOC is not in the nature of guarantee;

â¢ Perused the judgements of the Honâble High Court of Bombay respect of the ad-interim application;

â¢ Considered if the LOC met the requirements of an executory contract and if so whether it could be onerous in nature requiring a provision under Ind AS 37 on âProvisions, Contingent Liabilities and Contingent Assetsâ.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITORSâ REPORT THEREON

â¢ The Companyâs Board of Directors is responsible for the other information. The other information comprises the information included in Management Discussion and Analysis report and Directorsâ report (including annexures to Directorsâ report), but does not include the consolidated financial statements, standalone financial statements and our auditorsâ report thereon. Management Discussion and Analysis report and Directorsâ report (including annexures to Directorsâ report) is expected to be made available to us after the date of this auditorsâ report.

â¢ Our opinion on the standalone financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon.

â¢ In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

â¢ When we read Management Discussion and Analysis report and Directorsâ report (including annexures to Directorsâ report), if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance as required under SA 720 on âThe Auditorâs responsibilities Relating to Other Informationâ.

MANAGEMENTâS RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and

estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Companyâs ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Companyâs financial reporting process.

AUDITORSâ RESPONSIBILITY FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditorsâ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

â¢ Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

â¢ Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management.

â¢ Conclude on the appropriateness of Managementâs use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companyâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditorsâ report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditorsâ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

â¢ Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditorsâ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (Intermediaries), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) The Management has represented, that, to the best of itâs knowledge and belief, as disclosed in the note 49 to the financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (Funding Parties), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under subclause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by Section 143(3) of the Act, based on our audit, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Cash Flows and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31^st March 2022 taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March 2022 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure âAâ. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companyâs internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditorsâ Report in accordance with the requirements of Section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of Section 197 of the Act.

h) With respect to the other matters to be included in the Auditorsâ Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

iv. (a) The Management has represented that, to the best of

itâs knowledge and belief, as disclosed in note 49 to the financial statements no funds have been advanced or loaned or invested (either from borrowed funds or

v. The final dividend proposed in the previous year, declared and paid by the Company during the year is in accordance with Section 123 of the Act, as applicable.

As stated in note 46 to the financial statements, the Board of Directors of the Company has proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend proposed is in accordance with Section 123 of the Act, as applicable.

2. As required by the Companies (Auditorâs Report) Order, 2020 (the Order) issued by the Central Government in terms of Section 143(11) of the Act, we give in Annexure âBâ a statement on the matters specified in paragraphs 3 and 4 of the Order.

For Deloitte Haskins & Sells LLP

Chartered Accountants (Firmâs Registration No. 117366W/W-100018)

A. B.Jani

Partner

Membership No. 46488

Mumbai, 26^th May 2022 UDIN: 22046488AJQDJO6088

Mar 31, 2021

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Zee Entertainment Enterprises Limited (the Company), which comprise the Balance Sheet as at 31 March 2021, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (the Act) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (Ind AS) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2021, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditorâs Responsibility for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIâs Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Emphasis of Matter

We draw attention to Note 35 of the standalone financial statements which details the Letter of Comfort (LOC) issued by the Company to Yes Bank Limited (Bank) in connection with a Put Option agreement entered into by ATL Media Limited (ATL), a wholly owned subsidiary of the Company, with Living Entertainment Limited (LEL), another related party of the Company which was assigned by LEL in favour of the Bank towards certain borrowings by LEL from the Bank (exercise price of the Put Option of $52.50 million equivalent to Rs. 3,848 million as at 31 March 2021; Rs. 3,927 million as at 31 March 2020) which ATL has rescinded from the date of renewal of the Put Option, the claim by the Bank that the LOC is a financial guarantee provided by the Company to the Bank, the subsequent developments in the Honâble High Court of Bombay that were in favour of the Company and the current status of the matter which is sub-judice. As explained in the said Note, the Management has evaluated that the LOC is not in the nature of a financial guarantee and has also been legally advised so. Consequently, no liability has been accrued towards the LOC as at 31 March 2021.

Our report is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matter	Auditorâs response
Goodwill impairment assessment	Principal audit
as at 31 March 2021:	procedures performed:
The standalone financial	Our procedures consisted of
statements reflect goodwill	understanding the Management''s
aggregating Rs. 1,661 million	methodology and key assumptions and
recognised mainly on acquisitions	included performance of the following
and allocated to the following cash generating units (CGUs):	audit procedures: â¢ Evaluated the design and operating
1. Online Media Business (Rs	effectiveness of internal controls
995 million (net of impairment	relating to review of goodwill
of Rs. 1,620 million)); and 2. Regional channel in India	impairment testing performed by the Management;
(Rs. 621 million).	â¢ Validating impairment models through testing of the mathematical
We considered this as key audit	accuracy and verifying the
matter due to the significance	application of the key input
of the balance of goodwill and because of the Company''s	assumptions;
assessment of the fair value less	â¢ Understanding the underlying
cost of disposal (FVLCD) and	process used to determine the risk
value-in-use (VIU) calculations of the CGU, which involve	adjusted discount rates;
significant judgements about	â¢ Assessing the appropriateness of
the valuation methodology,	significant changes to assumptions
future performance of business including likely impact on	since the prior period;
account of lockdowns due to	â¢ Validating the cash flow forecasts
spread of COVID-19 pandemic	with reference to historical forecasts
and discount rate applied to	and actual performance to support
future cash flow projections.	any significant expected future changes to the business. Review
Refer note 7 of the standalone	of the factors considered by the
financial statements.	Management on the business projections on account of lockdowns due to spread of COVID-19 pandemic; â¢ Working with auditor''s valuation experts to benchmark the discount rates and perpetual growth rates applied by the Company for the purposes of computing VIU; â¢ We have also engaged auditor''s valuation experts to assist us in evaluating the FVLCD determined by the Company. The valuation experts independently evaluated revenue multiple used in determination of FVLCD.

Key Audit Matter	Auditorâs response
Audit of transactions involving	Principal audit
payment of advance for movie rights acquisitions:	procedures performed:
The Company pays advances	â¢ Evaluated the design and operating
for acquiring movies from	effectiveness of internal controls
aggregators, sub-agents of	relating to authorization of movie
aggregators and production	advances and adherence to
houses. During earlier years/	the approval policy framed by
the year, the Company paid	the Company;
advances to such aggregators and production houses for acquiring	â¢ Obtained supporting documents
rights of movies on the basis of	for the sample of movie advances
Memorandum of Understanding	paid during the year which includes
(MOU) and/or agreements	the MOU/agreement executed
entered into with the respective	between the Company and content
aggregators or production houses.	aggregators and production houses stating business rationale
We considered this as key audit matter on account of the value of	for the advance payments;
such movie advances and the risks	â¢ Checked appropriate approvals
associated with non-performance.	for the advance payments and adherence to the approval policy;
Refer note 51 of the standalone
financial statements.	â¢ For samples selected, obtained direct confirmation from the content aggregators and the production houses confirming the outstanding balances as at the year-end including identification of the films against which the advances were given and the manner of utilisation of the advances by such aggregators, where considered necessary in our professional judgement.

Key Audit Matter	Auditorâs response
Recoverability of long overdue	Principal audit
receivables from a customer:	procedures performed:
The Company has receivables of	â¢ Evaluated the design and operating
Rs 4,546 million (net of allowance	effectiveness of internal controls
for doubtful debts) from a	relating to the assesment of
customer, which include amounts	recoverability of receivables and
which are long overdue, as at 31	determination of the provision for
March 2021.	expected credit loss;
We considered this as key audit matter on account of risk	â¢ Verified the completeness and
associated with long outstanding	accuracy of data considered for
receivables from this customer,	ageing analysis and assessment
the Company''s assessment	of recoverability of receivables and
of the recoverability of these	determination of the provision for
receivables and consequent determination of provision for	expected credit loss;
expected credit loss which	â¢ Obtained the revised payment plan
requires significant Management	agreed by the Company (presented
estimates and judgments.	to the Board of Directors by the
Specific factors considered	Management) with the customer
by the Management includes	and checked if the collections were
credit worthiness of the customer,	in line with the agreed payment
adherence to the payment	plan, including subsequent
plan agreed by the Company	collection after the balance sheet
with this customer, including	date till the date of the audit
ageing analysis.	report on the standalone financial
Refer note 48 d (ii) of the	statements;
standalone financial statements.	â¢ Evaluated whether the provision for expected credit loss recorded by the Company is appropriate considering specific factors like credit worthiness of these customers and adherence to the payment plan agreed with the Company;
	â¢ Obtained direct confirmations from the customer as at the year-end for the outstanding balance.

Key Audit Matter	Auditorâs response
Valuation of investment	Principal audit
in Optionally Convertible Debentures (OCDs) of a subsidiary as at 31 March 2021:	procedures performed:
The standalone financial	Our procedures consisted of
statements reflect investments	understanding the Management''s
in Optionally Convertible	methodology and key assumptions
Debentures (OCDs) in a	and included the following
subsidiary with a carrying value of Rs. 370 million. These OCDs are	audit procedures:
accounted at fair value through	â¢ Evaluated the design and operating
profit and loss account.	effectiveness of internal controls
We considered this as key audit	relating to Management''s review of
matter due to the fair value loss recorded during the year	fair value;
and because of the Company''s	â¢ Validate impairment models through
assessment of the fair value	testing of the mathematical accuracy
calculations of the OCD. This	and verifying the application of the
assessment involves judgements about the fair valuation	key input assumptions;
methodology, appropriate market multiples, percentage of discount	â¢ We have engaged auditor''s
of the value arrived due to specific	valuation expert to assist us
risk and operational factors	in evaluating the fair valuation
applicable to the subsidiary to	determined by the Company. The
compute fair value.	valuation expert independently evaluated revenue multiple and percentage of discount of the value arrived used in determination of fair value.

Matter of litigation relating to	Principal audit
Letter of Comfort (LOC) issued by the Company to Yes Bank Limited:	procedures performed:
With respect to the matter	â¢ Perused the legal	opinions
relating to the LOC issued by the	obtained by the Management from
Company to Yes Bank referred	various lawyers based	on which
to in the Emphasis of Matter	the Management has	concluded
section above and as explained	that LOC is not in the nature
in note 35 of the standalone financial statements.	of guarantee;
	â¢ Perused the judgements of the
On account of the amount	Hon''ble High Court of Bombay in
involved as well as the matter	respect of the ad-interim application;
being sub-judice, we considered this to be a key audit matter.	â¢ Considered if the LOC	met the
	requirements of an	executory
	contract and if so whether it could
	be onerous in nature	requiring
	a provision under Ind	AS 37 on
	âProvisions, Contingent and Contingent Assets''.	Liabilities

Information Other than the Financial Statements and Auditorâs Report Thereon

â¢ The Companyâs Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis report and Directorsâ report (including annexures to Directorsâ report), but does not include the consolidated financial statements, standalone financial statements and our auditorâs report thereon.

â¢ Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

â¢ In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

â¢ If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Managementâs Responsibility for the Standalone Financial Statements

The Companyâs Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, Management is responsible for assessing the Companyâs ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Companyâs financial reporting process.

Auditorâs Responsibility for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditorâs report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

â¢ Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management.

â¢ Conclude on the appropriateness of Managementâs use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companyâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditorâs report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditorâs report. However, future events or conditions may cause the Company to cease to continue as a going concern.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditorâs report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit we report, to the extent applicable that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Cash Flows and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account.

d. I n our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.

e. On the basis of the written representations received from the directors as on 31 March 2021 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2021 from being appointed as a director in terms of Section 164(2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure âAâ. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companyâs internal financial controls over financial reporting.

g. With respect to the other matters to be included in the Auditorâs Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

h. With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

2. As required by the Companies (Auditorâs Report) Order, 2016 (the Order) issued by the Central Government in terms of Section 143(11) of the Act, we give in Annexure âBâ a statement on the matters specified in paragraphs 3 and 4 of the Order.

Other Matter

The Company acquired the film production and distribution business from Zee Studios Limited (a wholly owned subsidiary of the Company) with effect from 1 March 2021, as explained in note 50 of the financial statements. The financial information of the said film production and distribution business for the year ended 31 March 2020 and for the eleven months ended 28 February 2021 prepared in accordance with Ind AS and generally accepted accounting principles in India have been audited by the statutory auditors of Zee Studios Limited. The adjustments made to the previously issued financial statements of the Company for the year ended 31 March 2020 and adjustments made to the financial statements of the Company for the year ended 31 March 2021, giving effect to the above mentioned acquisition, in accordance with Appendix C of Ind AS 103 which deals with Business Combinations of entities under common control, have been audited by us.

Our report on the Statement is not modified in respect of this matter.

For Deloitte Haskins & Sells LLP

Chartered Accountants (Firmâs Registration No. 117366W/W-100018)

A. B. Jani

Partner

Membership No. 46488

Mumbai, 20 May 2021 UDIN: 21046488AAAABL1782

Mar 31, 2019

INDEPENDENT AUDITOR''S REPORT

The Members of Zee Entertainment Enterprises Limited

Report on the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Zee Entertainment Enterprises Limited (the Company), which comprise the Balance Sheet as at 31 March 2019, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (the Act) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2019, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SA) specified under Section 143 (10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the independence requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Emphasis of matter

We draw attention to Note 47 to the standalone financial statements regarding unsecured interest-free deposits given to aggregators and advances given/ recovered to/from the agencies (sub-agents) of the aggregators for acquiring movie libraries on the basis of Memorandum of Understanding (MOU), including management''s observations on enhancing the related effectiveness of control, as detailed in the note.

Our opinion on the financial statements is not modified in respect of aforesaid matter.

Key Audit Matters

Key Audit Matter	Auditors response
Goodwill Impairment assessment as at 31 March 2019	Principal Audit Procedures

The standalone financial statements reflect goodwill aggregating Rs. 3,018 million recognised mainly for the acquisition and allocated to following cash generating unit (CGUs):

1. Online Media Business (Rs. 2,397 million (net of impairment)); and

2. Regional channel in India (Rs 621 million).

We considered this as key audit matter due to the amount of balance of goodwill and because of the Company''s assessment of the fair value less cost of disposal (FVLCD) and value-in-use (VILJ) calculations of the CGU. This assessment involve judgements about the valuation methodology, future performance of business and discount rate applied to future cash flow projections.

Refer Notes 2 (f) and 7 to the Standalone Financial Statements.

Our procedures consisted of challenging management''s methodology and key assumptions and included the following audit procedures:

â¢ Evaluated the design of internal controls relating to review of goodwill impairment testing performed by management;

â¢ Validating impairment models through testing of the mathematical accuracy and verifying the application of the input assumptions;

â¢ Understanding the underlying process used to determine the risk adjusted discount rates;

â¢ Assessing the appropriateness of any changes to assumptions since the prior period;

â¢ Validating the cash flow forecasts with reference to historical forecasts, actual performance and independent evidence to support any significant expected future changes to the business;

â¢ Working with valuation specialist to benchmark the discount rates and perpetual growth rates applied by the Company for the purposes of computing VIU;

â¢ We have also engaged valuation specialist to assist us in evaluating the FVLCD determined by the Company. The valuation specialist independently evaluated revenue multiple used in determination of FVLCD.

Key Audit Matter

Auditors response

Audit of transactions involving movie acquisitions through sub-agents of the aggregators of the Company:

The Company acquires movies from aggregators and production houses, during the year, the Company paid advances to certain sub-agents of the content aggregators for acquiring rights of movies on the basis of Memorandum of Understanding (MOU) entered into with the respective sub-agents.

We considered this as key audit matter as it relates to a change in the movie acquisition process implemented by the Company during the year, the value of such movie advances and the risks associated with non-performance resulting in refunds of such advances.

Principal Audit Procedures

â¢ Evaluated the design and operating effectiveness of internal controls relating to identification of aggregators and its sub-agents and authorisation of movie advances. Please refer to a material weakness identified in Annexure "A" to the independent auditor''s report on our reporting under Section 143(3)(i) of the Act on internal financial controls over financial reporting.

â¢ Obtained supporting documents for movie advances to sub-agents which included the Memorandum of Understanding (MOU) executed between the Company and the sub-agents and letters received from the content aggregators introducing the sub-agents to the Company and providing their undertaking towards the performance as well as the credit risk.

â¢ Obtained termination letters for cases where refunds were received from sub-agents due to non-fulfilment of their obligations stated in the MOUs.

â¢ Verified the computation and receipt of interest charged to sub-agents per the terms of the MOU on refund of movie advances.

â¢ Read the minutes of the meetings of the Audit Committee wherein the management has explained the film content acquisition strategy including the business rationale of the movie acquisition.

â¢ Obtained independent confirmation from the content aggregators and their sub-agents confirming the agency relationship with content aggregator, MOU''s executed with Company, transactions done with the Company as well as outstanding balances, if any, at year end.

Information Other than the Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the preparation of the other information. The other information comprises of information included in the Management Discussion and Analysis, Directors'' Report including Annexures to the Directors'' Report, Corporate Governance and Shareholders'' Information, but does not include the standalone financial statements and our auditor''s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibility for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings that we identify during our audit.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit we report, to the extent applicable that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the Directors as on 31 March 2019 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2019 from being appointed as a Director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses a qualified opinion on the operating effectiveness of the Company''s internal financial controls over financial reporting for the reasons stated therein.

g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of Section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its Directors is in accordance with the provisions of Section 197 of the Act.

h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - refer Note 32 to the standalone financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

2. As required by the Companies (Auditor''s Report) Order, 2016 (the Order) issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.

	For Deloitte Haskins & Sells LLP
	Chartered Accountants
	(Firm''s Registration No. 117366W/W-100018)
	A. B. Jani
	Partner
Mumbai, 27 May 2019	Membership No. 46488

ANNEXURE "A" TO THE INDEPENDENT AUDITOR''S REPORT

(Referred to in paragraph 1(f) under ''Report on Other Legal and Regulatory Requirements'' of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Zee Entertainment Enterprises Limited ("the Company") as of 31 March 2019 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date which includes internal financial controls over financial reporting of the Company.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to respective company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor''s Responsibility

Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Basis for Qualified Opinion

According to the information and explanations given to us and based on our audit, a material weakness has been identified in the Company''s internal financial controls over financial reporting as at 31 March 2019 relating to certain operating ineffectiveness in controls in respect of advance payments to agencies (sub-agents) of aggregators for movie library acquisition on the basis of Memorandum of Understanding (MOU). As a consequence of the said operating ineffectiveness in control for movie library acquisitions, there is a potential effect that the advances may be paid without adequate approvals.

Qualified Opinion

In our opinion, to the best of our information and according to the explanations given to us, except for the possible effects of the material weakness described in Basis for Qualified Opinion paragraph above on the achievement of the objectives of the control criteria, the Company has maintained, in all material respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as of 31 March 2019, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

We have considered the material weakness identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the standalone Ind AS financial statements of the Company for the year ended 31 March 2019, and the material weakness does not affect our opinion on the said standalone Ind AS financial statements of the Company.

	For Deloitte Haskins & Sells LLP
	Chartered Accountants
	(Firm''s Registration No. 117366W/W-100018)
	A. B. Jani
	Partner
Mumbai, 27 May 2019	Membership No. 46488

ANNEXURE "B" TO THE INDEPENDENT AUDITOR''S REPORT

(Referred to in paragraph 2 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

Report on Companies (Auditor''s Report) Order, 2016 (the Order) issued by the Central Government in terms of Section 143(11) of the Companies Act, 2013 (the Act) of Zee Entertainment Enterprises Limited (the Company)

(i) In respect of its fixed assets:

a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) Some of the fixed assets were physically verified, except Integrated Receiver Decoders (IRD) boxes lying with third parties, during the year by the Management in accordance with a programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us no material discrepancies were noticed on such verification.

c) According to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deed / transfer deed / conveyance deed provided to us, we report that, the title deeds, comprising all the immovable properties of buildings which are freehold, are held in the name of the Company as at the balance sheet date, except for the freehold land measuring 17,639.64 square meters located at Shaikapet Village, Hyderabad for which the original title deeds were not available for verification. The gross block and net block of such land as at 31 March 2019 is Rs 573 million.

The Company does not have any immovable properties taken on lease that are disclosed as fixed asset in the standalone Ind AS financial statements. (ii) As explained to us, the nature of the inventories of the Company are such that clause (ii) of paragraph 3 of the Order is not applicable to the Company. (iii) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the Register maintained under Section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public during the year. Therefore, the provisions of clause 3(v) of the Order are not applicable to the Company.

(vi) The maintenance of cost records has been specified by the Central Government under Section 148(1) of the Act. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended prescribed by the Central Government under sub-Section (1) of Section 148 of the Act, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) According to the information and explanations given to us in respect of statutory dues:

a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employee State Insurance, Income-tax, Wealth-tax, Sales tax, Service tax/Goods and Service tax, Customs duty, Excise duty, Cess and any other material statutory dues applicable to it with the appropriate authorities.

b) There were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employee State Insurance, Income-tax, Wealth tax, Sales tax, Service tax/Goods and Service tax, Customs duty, Excise duty, Cess and other material statutory dues in arrears as at 31 March 2019 for a period of more than six months from the date they became payable.

c) Details of dues of Income-tax, Sales tax, Service tax/Goods and Service tax, Customs duty, Excise duty, and Value added tax which have not been deposited as on 31 March 2019 on account of disputes are given below:

Name of Statute	Nature of Dues	Forum where Dispute is Pending	Period to which the Amount Relates	Amount Unpaid ("in millions)
The Central Excise Act, 1944	Service Tax	Customs, Central Excise and Service Tax Appellate Tribunal	F.Y. 2006-07	312
			F.Y. 2007-08	148
			F.Y. 2011-12 F.Y. 2012-13	4
		Additional Commissioner of Service Tax, Mumbai	F.Y. 2012-13 F.Y. 2013-14 F.Y. 2014-15	39
			F.Y. 2015-16 F.Y. 2016-17	51
The Income Tax Act, 1961	Tax Deducted at Source (including interest)	Commissioner of Income Tax (Appeals)	F.Y. 2012-13	7
	Tax Deducted at Source (including interest)	Commissioner of Income Tax (Appeals)	F.Y. 2013-14	14
	Income Tax	High Court	F.Y. 1995-96	(Rs. 426,630)^
		High Court	F.Y. 2004-05	18
		Income Tax Appellate Tribunal	F.Y. 2009-10	4
			F.Y. 2011-12	75
			F.Y. 2008-09	3*
			F.Y. 2009-10	30*
	Income Tax-Penalty	Commissioner of Income Tax (Appeals)	F.Y. 2007-08	173

A represents absolute amount *pertains to erstwhile ETC Networks Limited, merged with the Company

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to financial institutions or banks. The Company does not have any loans from the Government and has not issued any debentures.

(ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause 3 (ix) of the Order is not applicable.

(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.

(xii) The Company is not a Nidhi Company and hence reporting under clause 3(xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 177 and 188 of the Act, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the standalone Ind AS financial statements as required by the applicable accounting standards.

(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause 3(xiv) of the Order is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its Directors or persons connected to its directors and hence provisions of Section 192 of the Act are not applicable.

(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

	For Deloitte Haskins & Sells LLP
	Chartered Accountants
	(Firm''s Registration No. 117366W/W-100018)
	A. B. Jani
	Partner
Mumbai, 27 May 2019	Membership No. 46488

Mar 31, 2018

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Zee Entertainment Enterprises Limited (the Company), which comprise the Balance Sheet as at 31 March 2018, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Managementâs Responsibility for the Standalone Ind AS Financial Statements

The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (the Act) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error

Auditorâs Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.

In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder and the Order issued under Section 143(11) of the Act.

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the Ind AS and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2018, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Other Matters

a) The comparative financial information of the Company for the year ended 31 March 2017 prepared in accordance with Ind AS included in these standalone Ind AS financial statements have been audited by the predecessor auditor. The report of the predecessor auditor on these comparative financial information dated 10 May 2017 expressed an unmodified opinion.

b) These previously issued standalone Ind AS financial statements for the year ended 31 March 2017 have been restated to give effect to the following:

- The composite scheme of arrangement among Reliance Big Magic from Reliance Big Broadcasting Private Limited, Big Magic Limited and Azalia Broadcast Private Limited (together referred as transferor entities) and the Company, as explained in note 43a to the financial statements.

- The composite scheme of arrangement and amalgamation between the subsidiaries of the Company viz. Zee Digital Convergence Limited, Zee Unimedia Limited, Sarthak Entertainment Private Limited and the Company and their respective shareholders, as explained in note 43b to the financial statements.

The financial statements of the said subsidiaries and transferor entities for the year ended 31 March 2017 prepared in accordance with Ind AS have been audited by the respective entityâs statutory auditors.

The adjustments made to the previously issued financial statements/information of the Company for the year ended 31 March 2017 giving effect to the above mentioned composite scheme of arrangement have been audited by us. Our report is not qualified for these matters.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit we report, to the extent applicable that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act.

e) On the basis of the written representations received from the directors of the Company as on 31 March 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Aâ. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companyâs internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

2. As required by the Companies (Auditorâs Report) Order, 2016 (the Order) issued by the Central Government in terms of Section 143(11) of the Act, we give in âAnnexure Bâ a statement on the matters specified in paragraphs 3 and 4 of the Order

ANNEXURE âBâ TO THE INDEPENDENT AUDITORâS REPORT

(Referred to in paragraph 2 under âReport on Other Legal and Regulatory Requirementsâ section of our report of even date)

Report on Companies (Auditorâs Report) Order, 2016 (the Order) issued by the Central Government in terms of Section 143(11) of the Companies Act, 2013 (the Act) of Zee Entertainment Enterprises Limited (the Company)

(i) In respect of its fixed assets:

a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

c) According to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deed / transfer deed / conveyance deed provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date. The Company also does not have any immovable properties taken on lease and that are disclosed as fixed asset in the standalone Ind AS financial statements.

(ii) As explained to us, the nature of the inventories of the Company are such that clause (ii) of paragraph 3 of the Order is not applicable to the Company.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the Register maintained under Section 189 of the Act.

(vii) According to the information and explanations given to us in respect of statutory dues:

a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employee State Insurance, Income-tax, Wealth-tax, Sales tax, Service tax/Goods and Service Tax, Customs duty, Excise duty, Cess, and any other material statutory dues applicable to it with the appropriate authorities.

b) There were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employee State Insurance, Income-tax, Wealth Tax, Sales Tax, Service Tax/Goods and Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues in arrears as at 31 March 2018 for a period of more than six months from the date they became payable.

c) Details of dues of Income-tax, Sales Tax, Service Tax/Goods and Service Tax, Customs Duty, Excise Duty, and Value Added Tax which have not been deposited as on 31 March 2018 on account of disputes are given below:

Name of Statute	Nature of Dues	Forum where Dispute is Pending	Period to which the Amount Relates	Amount Unpaid (Rs. in millions)
The Central Excise Act, 1944	Service Tax	Customs, Central Excise and Service Tax Appellate Tribunal	F.Y. 2006-07	314
		Customs, Central Excise and Service Tax Appellate Tribunal	F.Y. 2007-08	148
		Additional Commissioner of Service Tax, Mumbai	F.Y. 2011-12 F.Y. 2012-13	5
		Additional Commissioner of Service Tax, Mumbai	F.Y. 2012-13 F.Y. 2013-14 F.Y. 2014-15	39
The Income Tax Act, 1961	Tax Deducted at Source (including interest)	Commissioner of Income Tax (Appeals)	F.Y. 2012-13	10
	Tax Deducted at Source (including interest)	Commissioner of Income Tax (Appeals)	F.Y. 2013-14	14
	Income Tax	High Court	F.Y. 1995-96	(Rs.426,630)â
		High Court	F.Y. 2004-05	18
		Income Tax Appellate Tribunal	F.Y. 2009-10	4
			F.Y. 2010-11	50
			F.Y. 2011-12	83
			F.Y. 2008-09	3*
			F.Y. 2009-10	30*
	Income Tax-Penalty	Commissioner of Income Tax (Appeals)	F.Y. 2007-08	173

â represents absolute amount

*pertains to erstwhile ETC Networks Limited, merged with the Company

(xii) The Company is not a Nidhi Company and hence reporting under clause 3(xii) of the Order is not applicable.

(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

For Deloitte Haskins & Sells LLP

Chartered Accountants

(Firmâs Registration No. 117366W/W-100018)

A. B. Jani

Partner

(Membership No. 46488)

Mumbai, 10 May 2018

Mar 31, 2017

1. REPORT ON THE STANDALONE IND AS FINANCIAL STATEMENTS

We have audited the accompanying standalone Ind AS financial statements of Zee Entertainment Enterprises Limited (âthe Companyâ), which comprise the balance sheet as at 31 March 2017, the statement of profit and loss (including other comprehensive income), statement of cash flows and the statement of changes in equity for the year then ended and a summary of the significant accounting policies and other explanatory information (herein after referred to as "standalone Ind AS financial statementsâ).

2. MANAGEMENTâS RESPONSIBILITY FOR THE STANDALONE IND AS FINANCIAL STATEMENTS

The Companyâs Board of Directors is responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 (" the Actâ) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act.

3. AUDITORâS RESPONSIBILITY

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

4. OPINION

i n our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2017, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

5. OTHER MATTERS

The comparative financial information of the Company for the year ended 31 March, 2016 and the transition date opening balance sheet as at 1 April, 2015 included in these standalone Ind AS financial statements, are based on the statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by us whose report for the year ended 31 March, 2016 and 31 March, 2015 dated 10 May, 2016 and 21 May, 2015 respectively expressed an unmodified opinion on those standalone financial statements as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us.

Our opinion on the standalone Ind AS financial statements and our report on Other Legal and Regulatory Requirements below is not modified in respect of these matters.

6. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

I. As required by the Companies (Auditorâs Report) Order, 2016 issued by the Central Government of India in terms of section 143(11) of the Act ("the Orderâ), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the Order.

II. As required by Section143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) The balance sheet, the statement of profit and loss (including other comprehensive income), statement of cash flows and the statement of changes in equity dealt with by this Report are in agreement with the books of account;

d) I n our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act;

e) On the basis of the written representations received from the directors as on 31 March 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2017 from being appointed as a director in terms of Section 164 (2) of the Act;

g) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements;

ii. The Company did not have any long-term contracts including derivative contracts having any material foreseeable losses;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company; and

iv. The Company has provided requisite disclosures in the standalone Ind AS financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016, on the basis of information available with the Company. Based on audit procedures, and relying on managementâs representation, we report that disclosures are in accordance with the books of account maintained by the Company and as produced to us by the Management. Refer Note 42 to the standalone Ind AS financial statements.

ANNEXURE - A TO THE INDEPENDENT AUDITORâS REPORT

Annexure referred to in paragraph 6(I) under âReport on Other Legal and Regulatory Requirementsâ of our report of even date to the members of the Company on the standalone Ind AS financial statements for the year ended 31 March, 2017.

i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets, except Integrated Receiver Decoders (IRD) boxes lying with third parties, have been physically verified by the management, as per the phased program designed to cover all the fixed assets over a period, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets have been physically verified by the management during the year. Discrepancies noticed on such verification, which are not material, have been properly dealt with in the books of account.

(c) According to the information and explanations given to us and on the basis of our examination of records, the title deeds of immovable properties are held in the name of the Company.

ii. The inventory has been physically verified (copyrights of media content verified with reference to title documents/agreements) by the management at reasonable intervals during the year. As explained to us, no discrepancies were noticed on physical verification as compared to book records.

iii. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Act.

iv. I n our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act, in respect of loans and investments made and guarantees provided by it.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Act.

vi. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended prescribed by the Central Government under Section 148(1) of the Act and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have however not made a detailed examination of such records with a view to determine whether they are accurate or complete.

vii. According to the records of the Company, examined by us and information and explanations given to us:

a) Undisputed statutory dues including provident fund, employeesâ state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and others as applicable have generally been regularly deposited with the appropriate authorities. There are no undisputed amounts payable in respect of aforesaid dues outstanding as at 31 March, 2017 for a period of more than six months from the date they became payable.

b) There are no amounts on account of sales tax, duty of customs, duty of excise and value added tax which are yet to be deposited on account of any dispute. The disputed dues of service tax and income tax which have not been deposited are as under:

Name of the Statute	Nature of the Dues	Amount (Rs./million)	Period to which the amount relate	Forum where dispute is pending
The Central	Service Tax	314	F.Y. 2006-2007	Customs, Central Excise and Service Tax Appellate Tribunal
Excise Act, 1944		148	F.Y. 2007-2008
		5	F.Y. 2011-2012 F.Y. 2012-2013	Additional Commissioner of Service Tax, Mumbai
		38	F.Y. 2012-2013 F.Y. 2013-2014 F.Y. 2014-2015
The Income Tax Act, 1961	Tax Deducted at Source (including interest)	228	F.Y. 2007-2008	Commissioner of Income Tax (Appeals)
		65	F.Y. 2010-2011
		1	F.Y. 2011-2012
		10	F.Y. 2012-2013
		15	F.Y. 2013-2014
	Income Tax	0
		(Rs.426,630)^	F.Y. 1995-1996	High Court
		18	F.Y. 2004-2005
		5	F.Y. 2009-2010	Income Tax Appellate Tribunal
		83	F.Y. 2011-2012
		3*	F.Y. 2008-2009	Commissioner of Income Tax (Appeals)
		30*	F.Y. 2009-2010
	Income Tax-Penalty	173	F.Y. 2007-2008	Commissioner of Income Tax (Appeals)

^A represents absolute amount

*pertains to erstwhile ETC Networks Limited, merged with the Company

viii. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to financial institutions or banks. The Company does not have any loans from Government and has not issued any debentures during the year.

ix. In our opinion and according to the information and explanations given to us, the Company has not raised any money by way of initial public offer or further public offer (including debt instruments) and term loans raised during the year have been applied for the purposes for which they were raised,

x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have been informed of any such case by the Management,

xi. According to the records of the Company examined by us, and information and explanations given to us, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act,

xii. I n our opinion and according to the information and explanations given to us, the Company is not a Nidhi company and the Nidhi Rules, 2014 are not applicable to it,

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act and details of such transactions have been disclosed in the standalone Ind AS financial statements as required by the applicable Indian accounting standards.

xiv. According to the records of the Company examined by us, and information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

xv. According to the records of the Company examined by us, and information and explanations given to us, the Company has not entered into non-cash transactions with directors or persons connected with him,

xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

For MGB & Co LLP

Chartered Accountants

Firm Registration Number 101169W/W-100035

Hitendra Bhandari

Partner

Mumbai, 10 May, 2017 Membership Number 107832

Mar 31, 2016

1. We have audited the accompanying Standalone Financial Statements of Zee Entertainment Enterprises Limited ("the Company"), which comprise the Balance Sheet as at 31 March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information

2. MANAGEMENT''S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent; and design implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error

3. AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements,

4. OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March, 2016 and its profit and its cash flows for the year ended on that date

5. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

As required by the Companies (Auditor''s Report) Order, 2016 issued by the Central Government of India in terms of Section 143(11) of the Act (hereinafter referred to as the "Order") and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the "Annexure A", a Statement on the matters specified in paragraphs 3 and 4 of the Order,

II. As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2016 from being appointed as a director in terms of Section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B"; and

g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 26 and Note 27 to the financial statements

ii. The Company did not have any long-term contracts including derivative contracts having any material foreseeable losses; and

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company

Annexure referred to in Paragraph 5(l) under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date to the members of Zee Entertainment Enterprises Limited on the standalone financial statements for the year ended 31 March 2016, we report that:

i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of its fixed assets,

(b) The fixed assets, except Integrated Receiver Decoders (IRD) boxes lying with third parties, have been physically verified by the management during the year, as per the phased program designed to cover all the fixed asssets over a period, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. Discrepancies noticed on such verification, which are not material, have been properly dealt with in the books of account

(c) According to the information and explanations given to us and on the basis of our examination of records, the title deeds of immovable properties are held in the name of the Company,

ii. The inventory has been physically verified (copyrights of media content verified with reference to title documents/agreements) by the management at reasonable intervals during the year. As explained to us, no discrepancies were noticed on physical verification as compared to book records

iii. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Act.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act, with respect to the loans/guarantees given and investments made

v. The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Act.

vi. The Central Government of India has not prescribed the maintenance of cost records under Section 148(1) of the Act for any of the services rendered by the Company,

vii. According to the records of the Company, examined by us and information and explanations given to us:

a) Undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, service tax, duty of customs, duty of excise value added tax, cess and others as applicable have generally been regularly deposited with the appropriate authorities. There are no undisputed amounts payable in respect of aforesaid dues outstanding as at 31 March, 2016 for a period of more than six months from the date they became payable

b) There are no amounts on account of sales tax, duty of customs, duty of excise and value added tax which are yet to be deposited on account of any dispute. The disputed dues of service tax and income tax which have not been deposited are as under:

Period to which the Name of the Statute Nature of the Dues Amount (Rs,/million) amount relate

The Central Excise Act, 1944 Service Tax 314 F.Y. 2006-2007

148 F.Y. 2007-2008

F.Y. 2011-2012

F.Y. 2012-2013

Tax Deducted at Source

The Income Tax Act, 1961 228 F.Y. 2007-2008 (including interest) 65 F.Y. 2010-2011

1 F.Y. 2011-2012

10 F.Y. 2012-2013

15 F.Y. 2013-2014

income Tax (,426,630)" F.Y 1995-1996

18 F.Y. 2004-2005

5 F.Y. 2009-2010

1,476 F.Y. 2010-2011

3* F.Y. 2008-2009

45* F.Y. 2009-2010

763 F.Y. 2011-2012

Income Tax-Penalty 173 F.Y. 2007-2008

Name of the Statute Forum where dispute is pending

TCentral Excise he Customs, Central Excise and Act,1944 Service Tax Appellate Tribunal

Additional Commissioner of Service Tax, Mumbai

The Income Tax Commissioner of Income Tax (Appeals) Act,1961

High Court

Income Tax Appellate Tribunal

Commissioner of Income Tax (Appeals)

Dispute Resolution Panel Commissioner of Income Tax (Appeals)

A represents absolute amount

''pertains to erstwhile ETC Networks Limited, merged with the Company

viii. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to financial institutions or banks. The Company does not have any loans from Government and has not issued any debentures during the year

ix. In our opinion and according to the information and explanations given to us, the Company has not raised any money by way of initial public offer or further public offer (including debt instruments) and term loans raised during the year have been applied for the purposes for which they were raised,

x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have been informed of any such case by the Management,

xi. According to the records of the Company examined by us, and information and explanations given to us, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act,

xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company and the Nidhi Rules, 2014 are not applicable to it.

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards,

xiv. According to the records of the Company examined by us, and information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year,

xv. According to the records of the Company examined by us, and information and explanations given to us, the Company has not entered into non-cash transactions with directors or persons connected with him

xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

For MGB & Co. LLP

Chartered Accountants

Firm Registration Number 101169W/W-100035

Hitendra Bhandari

Partner

Membership Number 107832 Mumbai, 10 May 2016

Mar 31, 2015

1. We have audited the accompanying standalone financial statements of Zee Entertainment Enterprises Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

2. The Company''s Board of Directors is responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is suffcient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

4. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2015, and its Profit and its cash flows for the year ended on that date.

Emphasis of Matters

5. We draw attention to Note 43 of the financial statements regarding Scheme of Arrangement for demerger of Media Business Undertaking of Diligent Media Corporation Limited and vesting with the Company w.e.f. 31 March 2014, approved by the Hon''ble High Court during the year, hence given effect in these financial statements.

Our opinion is not modifed in respect of this matter.

Report on other Legal and Regulatory requirements

6. As required by the ''Companies (Auditor''s Report) Order, 2015'' issued by the Central Government of India in terms of Section 143(11) of the Act (hereinafter referred to as the "Order") and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a Statement on the matters specified in paragraphs 3 and 4 of the Order.

7. As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualifed as on 31 March 2015 from being appointed as a director in terms of Section 164 (2) of the Act;

f) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements Â Refer Notes 26 and 27 to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and

iii. There has been no delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure referred to in Paragraph 6 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date to the members of Zee Entertainment Enterprises Limited on the standalone financial statements for the year ended 31 March 2015

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fxed assets.

(b) All the fxed assets, except Integrated Receiver Decoders (IRD) boxes lying with third parties, have been physically verifed by the management during the year. In our opinion, this periodicity of physical verifcation is reasonable having regard to the size of the Company and the nature of its assets. Discrepancies noticed on such verifcation, which are not material, have been properly dealt with in the books of account.

(ii) (a) The inventory has been physically verifed (copyrights of media content verifed with reference to title documents/agreements) by the management at reasonable intervals during the year.

(b) In our opinion, the procedures of physical verifcation of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion, the Company has maintained proper records of inventory. As explained to us, no discrepancies were noticed on physical verifcation as compared to the book records.

(iii) The Company has not granted any loan, secured or unsecured, to companies, frms or other parties covered in the register maintained under Section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fxed assets and sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control systems in respect of the aforesaid areas.

(v) The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Act and the rules framed thereunder to the extent notifed.

(vi) The Central Government of India has not prescribed the maintenance of cost records under Section 148 (1) of the Act for any of the activities of the Company.

(vii) According to the records of the Company, examined by us and information and explanations given to us:

(a) Undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and others as applicable have generally been regularly deposited with the appropriate authorities. There are no undisputed amounts payable in respect of aforesaid dues outstanding as at 31 March 2015 for a period of more than six months from the date they became payable.

(b) According to the records of the Company, the dues of service tax and income tax which are not deposited on account of any dispute are as under:

Amount Name of the Statute Nature of the Dues (Rs./million)

The Central Excise Act, 1944 Service Tax 1 312

2

148

0 (Rs. 176,706)^

43

5

The Income Tax Act, 1961 Tax Deducted at Source (including 262 interest)

69

1

10

15

Income Tax 0

(Rs.426,630)^

18

5

293

3*

45*

3,085

Name of the Statute Period to which thed Forum where dispute is pending amount relate

The Central Excise Act, 1944 F.Y. 2004-2005 Customs, Central Excise and Service Tax Appellate Tribunal

F.Y. 2006-2007

F.Y. 2006-2007

F.Y. 2007-2008

F.Y. 2006-2007 F.Y. 2007- 2008

F.Y. 2011-2012 Commissioner of Central Excise (Appeals) F.Y. 2012-2013

F.Y. 2011-2012 Additional Commissioner of Service Tax, Mumbai F.Y. 2012-2013

The Income Tax Act, 1961 Commissioner of Income Tax (Appeals)

F.Y. 2007-2008

F.Y. 2010-2011 F.Y. 2011-2012 F.Y. 2012-2013 F.Y. 2013-2014

F.Y. 1995-1996 High Court

F.Y. 2004-2005 High Court

F.Y. 2009-2010 Income Tax Appellate Tribunal

F.Y. 2007-2008 Commissioner of Income Tax (Appeals)

F.Y. 2008-2009 Commissioner of Income Tax (Appeals)

F.Y. 2009-2010 Commissioner of Income Tax (Appeals)

F.Y. 2010-2011 Dispute Resolution Panel

^ represents absolute amount

*pertains to erstwhile ETC Networks Limited, merged with the Company.

(c) The Company has transferred required amount to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 and the rules framed thereunder within time.

(viii) The Company does not have accumulated losses at the end of the financial year and has not incurred any cash losses during the current financial year or in the immediately preceding financial year.

(ix) The Company has not defaulted in repayment of dues to banks and financial institutions during the year. The Company has not issued any debentures during the year.

(x) In our opinion and according to the information and explanations given to us, the terms and conditions on which the Company has given guarantees for loans taken by subsidiaries and others from banks are prima facie not prejudicial to the interests of the Company.

(xi) The Company has raised term loans during the year which have been applied for the purpose for which they were raised.

(xii) Based on the audit procedures performed and according to the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year.

For MGB & Co. LLP

Chartered Accountants

Firm Registration Number 101169W/W-100035

Hitendra Bhandari

Partner

Membership Number 107832

Mumbai, 21 May 2015

Mar 31, 2014

We have audited the accompanying financial statements of Zee Entertainment Enterprises Limited ("the Company") which comprise the Balance Sheet as at 31 March, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13 September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and other accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the said financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March, 2014;

b) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a Statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that:

(i) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

(ii) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(iii) the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act read with the General Circular 15/2013 dated 13 September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; and

(v) On the basis of written representation received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as at 31 March, 2014, from being appointed as a director in terms of Section 274(1 )(g) of the Act.

ANNEXURE REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE

1. a) The Company has maintained proper records showing full particulars, including quantitative details and situation of its fixed assets.

b) All the fixed assets, except Integrated Receiver Decoders (IRD) boxes lying with third parties, have been physically verified by the management during the year. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. Discrepancies noticed on such verification, which are not material, have been properly dealt with in the books of account.

c) In our opinion, the Company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

2. a) The inventory has been physically verified (copyrights of television content verified with reference to title documents/agreements) by the management at reasonable intervals during the year.

b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion, the Company has maintained proper records of inventory. As explained to us, no discrepancies were noticed on physical verification as compared to the book records.

3. a) The Company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act.

b) The Company has not taken any loan, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system in respect of the aforesaid areas.

5. According to the information and explanations given to us, there are no contracts or arrangements the particulars of which are required to be entered into the register maintained in pursuance to Section 301 of the Act.

6. The Company has not accepted any deposits from the public during the year.

7. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

8. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1) (d) of the Act and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9. According to the records of the Company examined by us and information and explanations given to us:

a) Undisputed Statutory dues including provident fund, investor education and protection fund, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and others as applicable have generally been regularly deposited with the appropriate authorities. There are no undisputed amounts payable in respect of the aforesaid dues outstanding as at 31 March, 2014 for a period of more than six months from the date they became payable.

b) According to the records of the Company, the dues of service tax, income tax and wealth tax which are not deposited on account of any dispute are as under:

Amount Period to which Name of the Statute Nature of the Dues (Rs./million) the amount relate

The Central Excise Act, 1944 Service Tax 1 F.Y. 2004-2005 312 F.Y. 2006-2007 148 F.Y. 2007-2008 2 F.Y. 2006-2007 0 F.Y. 2006-2007, (Rs.176,706) F.Y. 2007-2008

The Income Tax Act, 1961 Tax Deducted at 69 F.Y. 2010-2011 Source 1 F.Y. 2011-2012 10 F.Y. 2012-2013

Income Tax 0 F.Y. 1995-1996 (Rs.426,630) 18 F.Y. 2004-2005 124 F.Y. 2005-2006 6 F.Y. 2006-2007 242 F.Y. 2008-2009 3* F.Y. 2008-2009 453 F.Y. 2009-2010 45* F.Y. 2009-2010

The Wealth Tax Act, 1957 Wealth Tax 0 F.Y. 2004-2005 (Rs.427,020) 0 F.Y. 2005-2006 (Rs.385,733)

Name of the Statue Forum where dispute is pending

The Central Excise Act,1944 Commissioner of Service Tax Commissioner of Service Tax Commissioner of Service Tax Commissioner of Central Excise (Appeals) Customs Excise and Service Tax Appellate Tribunal

The Income Tax Act, 1961 Commissioner of Income Tax (Appeals) Commissioner of Income Tax(Appeals) Commissioner of Income Tax (Appeals) Commissioner of Income Tax (Appeals) High Court Income Tax Appellate Tribunal Income Tax Appellate Tribunal Income Tax Appellate Tribunal Commissioner of Income Tax (Appeals) Dispute Resolution Panel

The Wealth Tax Act,1957 Commissioner of Income Tax (Appeals) Income Tax Appellate Tribunal Income Tax Appellate Tribunal

- represents absolute amount

* pertains to erstwhile ETC Networks Limited, merged with the Company.

10. The Company does not have accumulated losses at the end of the financial year and has not incurred cash losses in the current financial year or in the immediately preceding financial year.

11. The Company has not defaulted in repayment of dues to banks and financial institutions during the year.

12. The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a nidhi / mutual benefit fund / society.

14. The Company is not dealing in or trading in shares, securities, debentures and other investments.

15. In our opinion, and according to the information and explanation given to us, the terms and conditions of guarantees given by the Company for loans taken by subsidiaries and others from banks are prima-facie not prejudicial to the interests of the Company.

16. The Company has raised term loans during the year which have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that short term funds have not been used for long term investments.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act.

19. The Company has not issued any secured debentures during the year.

20. The Company has not raised any money by public issue during the year.

21. Based on the audit procedures performed and according to the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year.

For MGB & Co.

Chartered Accountants

Firm Registration Number 101169W

Hitendra Bhandari

Partner

Membership Number 107832

Mumbai,

21 May, 2014

Mar 31, 2013

REPORT ON THE FINANCIAL STATEMENTS

1. We have audited the accompanying financial statements of Zee Entertainment Enterprises Limited ("the Company") which comprise the Balance Sheet as at 31 March, 2013, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

2. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINION

6. I n our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) I n the case of the Balance Sheet, of the state of affairs of the Company as at 31 March, 2013;

b) In the case of the Statement of Profit and Loss, of the Profit of the Company for the year ended on that date; and

c) In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

7. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), issued by the Central Government of India in terms of sub- section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

8. As required by Section 227(3) of the Act, we report that:

(i) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

(ii) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(iii) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act; and

(v) On the basis of written representation received from the directors as at 31 March, 2013 and taken on record by the Board of Directors, none of the directors is disqualified as at 31 March, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

ANNEXURE REFERRED TO IN PARAGRAPH (7) UNDER THE HEADING OF "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE

1) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of its fixed assets.

(b) All the fixed assets, except Integrated Receiver Decoders (IRD) boxes lying with third parties, have been physically verified by the management during the year. In our opinion, the periodicity of verification is reasonable having regard to the size of the Company and the nature of its assets. Discrepancies noticed on such verification, which are not material, have been properly dealt with in the books of account.

(c) In our opinion, the Company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

2) (a) The inventory has been physically verified (copyrights of programs and film rights verified with reference to title documents/agreements) by the management at reasonable intervals during the year.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion, the Company has maintained proper records of inventory. As explained to us, no discrepancies were noticed on physical verification as compared to the book records.

3) (a) The Company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act.

(b) The Company has not taken any loan, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

4) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system in respect of the aforesaid areas.

5) According to the information and explanations given to us, there are no contracts or arrangements the particulars of which are required to be entered into the register maintained in pursuance to Section 301 of the Act.

6) The Company has not accepted any deposits from the public during the year.

7) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

8) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1 )(d) of the Act and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9) According to the records of the Company examined by us and information and explanations given to us:

(a) Undisputed Statutory dues including provident fund, investor education and protection fund, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and others as applicable have generally been regularly deposited with the appropriate authorities. There are no undisputed amounts payable in respect of the aforesaid dues outstanding as at 31 March, 2013 for a period of more than six months from the date they became payable.

(b) According to the records of the Company, the dues of service tax, income tax and wealth tax which are not deposited on account of any dispute are as under:

Name of the Statute Nature of the Dues Amount (Rs. /million)

The Central Excise Act, 1944 Service Tax 1

312

148

2

0

(Rs. 176,706)^

The Income Tax Act, 1961 Tax Deducted at Source 119 (including interest)

Income Tax 88

1,440

3*

45*

The Wealth Tax Act, 1957 Wealth Tax 0

(Rs. 427,020)^

0

(Rs. 385,733)^

Name of the Statute Period to which Forum where dispute is pending the amount relate

The Central Excise Act, 1944 F.Y. 2004-2005 Commissioner of Service Tax

F.Y. 2006-2007 Commissioner of Service Tax

F.Y. 2007-2008 Commissioner of Service Tax

F.Y. 2006-2007 Commissioner of Central Excise (Appeals)

F.Y. 2006-2007, Customs Excise and Service Tax Appellate F.Y. 2007- 2008 Tribunal

The Income Tax Act, 1961 F.Y. 2010-2011 Commissioner of Income Tax (Appeals)

F.Y. 2005-2006 Income Tax Appellate Tribunal

F.Y. 2008-2009 Dispute Resolution Panel

F.Y. 2008-2009 Commissioner of Income Tax (Appeals)

F.Y. 2009-2010 Commissioner of Income Tax (Appeals)

The Wealth Tax Act 195 F.Y. 2004-2005 Income Tax Appellate Tribunal

F.Y. 2005-2006 Income Tax Appellate Tribunal

A represents absolute amount

*pertains to erstwhile ETC Networks Limited, merged with the Company.

10) The Company does not have accumulated losses at the end of the financial year and has not incurred cash losses in the current financial year or in the immediately preceding financial year.

11) The Company has not defaulted in repayment of dues to banks and financial institutions during the year.

12) The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13) The Company is not a chit fund or a nidhi / mutual benefit fund / society.

14) The Company is not dealing in or trading in shares, securities, debentures and other investments.

15) In our opinion and according to the information and explanations given to us, the terms and conditions on which the Company has given guarantees for loans taken by Subsidiaries and others from banks is prima facie not prejudicial to the interests of the Company.

16) The Company has raised term loans during the year which have been applied for the purpose for which they were raised.

17) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that short term funds have not been used for long term investments.

18) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act.

19) The Company has not issued any secured debentures during the year.

20) The Company has not raised any money by public issue during the year.

21) Based on the audit procedures performed and according to the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year.

For MGB & Co.

Chartered Accountants

Firm Registration Number 101169W

Hitendra Bhandari

Partner

Membership Number 107832

Place: Mumbai

Date: 22 May, 2013

Mar 31, 2012

1. We have audited the attached Balance Sheet of Zee Entertainment Enterprises Limited ("the Company") as at 31 March, 2012, the statement of profit and Loss and the cash Flow statement of the company for the year ended on that date, annexed thereto. these financial statements are the responsibility of the company's management. our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in india. those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. an audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the companies (auditors' Report) order, 2003 (the 'order') issued by the central Government of india in terms of section 227(4A) of the companies act, 1956 ("the act"), and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we annex hereto a statement on the matters specified in paragraph 4 and 5 of the said order.

4. Further to our comments in the annexure referred to in paragraph (3) above, we report that:

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) in our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of those books;

(c) the Balance sheet, the statement of profit and Loss and the cash FIow statement dealt with by this report are in agreement with the books of account;

(d) in our opinion, the Balance sheet, the statement of profit and Loss and the cash Flow statement dealt with by this report comply with the accounting standards referred to in section 211 (3c) of the Act;

(e) on the basis of written representations received from the directors, as at 31 march, 2012 and taken on record by the Board, we report that none of the Director is disqualified as at 31 march, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act;

(f) in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together the notes thereon, give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in india:

i) in the case of the Balance sheet, of the state of affairs of the company as at 31 march, 2012;

ii) in the case of the statement of profit and Loss, of the profit of the company for the year ended on that date; and

iii) in the case of the cash FIow statement, of the cash flows of the company for the year ended on that date.

Annexure referred to in Paragraph (3) of Auditors' Report to the members of Zee Entertainment Enterprises Limited on the accounts for the year ended 31 March, 2012

1) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of its fixed assets.

(b) All the fixed assets, except assets lying with third parties, have been physically verified by the management during the year. in our opinion, this periodicity of physical verification is reasonable having regard to the size of the company and the nature of its assets. As informed, no material discrepancies were noticed on such verification.

(c) During the year, there was no disposal of substantial part of fixed assets.

2) (a) the inventory has been physically verified (copyrights of programs and film/movie rights verified with reference to title documents/agreements) by the management at reasonable intervals during the year.

(b) in our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) in our opinion, the company has maintained proper records of inventory. As explained to us, there were no discrepancies noticed on physical verification as compared to the book records.

3) (a) the company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Act.

(b) the company has not taken any loan, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Act.

4) in our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system in respect of the aforesaid areas.

5) according to the information and explanations given to us, there are no contracts or arrangements the particulars of which are required to be entered into the register maintained in pursuance to section 301 of the Act.

6) the company has not accepted any deposits from the public during the year.

7) in our opinion, the company has an internal audit system commensurate with the size and nature of its business.

8) We have broadly reviewed the cost records maintained by the company pursuant to the companies (cost Accounting Records) Rules, 2011 prescribed by the central Government under section 209 (1) (d) of the companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9) According to the records of the company examined by us and information and explanations given to us:

(a) undisputed statutory dues including provident fund, investor education and protection fund, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and others as applicable have generally been regularly deposited with the appropriate authorities. there are no undisputed amounts payable in respect of the aforesaid dues which have remained outstanding as at 31 March, 2012 for a period of more than six months from the date they became payable.

(b) According to the records of the Company, the dues of service tax, income tax and wealth tax which are not deposited on account of any dispute are as under:

Name of the statute Nature of the Dues Amount period to which the Forum where (Rs/ million) amount relate dispute is pending 1 F.Y.2004-2005

312 F.Y.2006-2007 Commissioner of Service Tax

148 F.Y.2007-2008

The Central Excise Act, 1944 Service Tax 2 F.Y.2006-2007 Commissioner of Central Excise (Appeals)

0 F.Y.2006-2007, Customs Excise and (Rs 176,706)* F.Y.2007-2008 Service Tax Appellate Tribunal

Tax Deducted at Source 932 F.Y.2005-2006 to (including interest) F.Y.2009-2010

The income Tax Act, 1961 90 F.Y.2005-2006 Commissioner of income Tax 434 F.Y.2007-2008 income Tax (Appeals)

3 F.Y.2008-2009

1 F.Y.2004-2005

The Wealth Tax Act, 1957 Wealth Tax Commissioner of 0 F.Y.2005-2006 income Tax (Appeals) (Rs 488,416)*

* represents absolute amount

10) The Company does not have accumulated losses at the end of the financial year and has not incurred cash losses in the current financial year or in the immediately preceding financial year.

11) The Company has not defaulted in repayment of dues to banks and financial institutions during the year.

12) The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13) The Company is not chit fund or a nidhi / mutual benefit fund / society.

14) The Company is not dealing in or trading in shares, securities, debentures and other investments.

15) in our opinion, the terms and conditions of guarantees given by the Company for loans taken by subsidiaries and others are prima-facie not prejudicial to the interests of the Company.

16) The Company has not raised any term loan during the year.

17) According to information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that funds raised on short term basis have not been used for long term investments.

18) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act.

19) The Company has not issued any secured debentures during the year.

20) The Company has not raised any money by public issue during the year.

21) Based on the audit procedures performed and according to the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year.

For MGB & Co

Chartered Accountants

Firm Registration Number 101169W

Hitendra Bhandari

partner

Membership Number 107832

Mumbai, 21 May, 2012

Mar 31, 2011

1. We have audited the attached Balance sheet of Zee entertainment enterprises Limited ("the Company") as at March 31, 2011, the profit and Loss account and also the Cash Flow statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. an audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. an audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. as required by the Companies (auditors report) Order, 2003 (the Order) issued by the Central Government of India in terms of section 227(4a) of the Companies act, 1956 ("the act"), and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we annex hereto a statement on the matters specified in paragraph 4 and 5 of the said Order.

4. Without qualifying our report, we draw our attention to:

(a) note 3(a) in schedule 18 regarding amalgamation of foreign subsidiaries viz. Zes holdings Limited and Zee Multimedia Worldwide Limited (BVI) with the Company w.e.f. February 1, 2011 as per the scheme of amalgamation u/s 391 to 394 and other applicable provisions, approved by the honble high Court at Mumbai and effect thereof is given in these financial statement as per pooling of interest method as per as 14 and resultant difference of Rs. / Thousand 2,076,357 is adjusted against General reserve.

(b) note 3(C) in schedule 18 regarding demerger of education business undertaking to Zee Learn Limited as at april 1, 2010 as per the Composite scheme of amalgamation and arrangement u/s 391 to 394, approved by the honble high Court at Mumbai and in pursuance thereof, assets and liabilities of the demerged undertaking are transferred and the resultant difference of Rs. / Thousand 631,293 is adjusted against General reserve.

5. Further to our comments in the annexure referred to in paragraph (3) above, we report that:

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of those books;

(c) The Balance sheet, the profit and Loss account and the Cash Flow statement dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance sheet, the profit and Loss account and the Cash Flow statement dealt with by this report comply with the accounting standards referred to in section 211 (3C) of the act;

(e) On the basis of written representations received from the directors, as at March 31, 2011 and taken on record by the Board, we report that none of the directors is disqualified as at March 31, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the act;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together the significant accounting policies and notes to accounts as per schedule 18, give the information required by the act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of the Balance sheet, of the state of affairs of the Company as at March 31, 2011;

ii) In the case of the profit and Loss account, of the profit of the Company for the year ended on that date; and

iii) In the case of the Cash Flow statement, of the cash flows of the Company for the year ended on that date.

Annexure referred to in Paragraph (3) of Auditors Report to the members of Zee Entertainment Enterprises Limited on the accounts for the year ended March 31, 2011

1) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of its fixed assets.

(b) all the fixed assets, except assets lying with third parties, have been physically verified by the management during the year. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. as informed, no material discrepancies were noticed on such verification.

(c) during the year, there was no disposal of substantial part of fixed assets.

2) (a) The inventory has been physically verified (copyrights of programs and movie rights verified with reference to title documents/agreements) by the management at reasonable intervals during the year.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion, the Company has maintained proper records of inventory and no discrepancies were noticed on physical verification as compared to the book records.

3) (a) The Company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the act.

(b) The Company has not taken any loan, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the act.

4) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and sale of goods and services. during the course of our audit, no major weaknesses were noticed in the internal control system in respect of the aforesaid areas.

5) according to the information and explanations given to us, there are no contracts or arrangements the particulars of which are required to be entered into the register maintained in pursuance to section 301 of the act.

6) The Company has not accepted any deposits from the public during the year.

7) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

8) We are informed that the Central Government has not prescribed the maintenance of cost accounting records under section 209 (1) (d) of the act in respect of the Companys activities.

9) according to the records of the Company examined by us and information and explanations given to us:

(a) Undisputed statutory dues including provident fund, investor education and protection fund, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and others as applicable have generally been regularly deposited with appropriate authorities except delay in few cases. There are no undisputed amounts payable in respect of the aforesaid dues which have remained outstanding as at March 31, 2011 for a period of more than six months from the date they became payable.

(b) according to the records of the Company, the dues of service tax and income tax, which are not deposited on account of any dispute are as under:

(Rs./Thousand)

Name of the Statute Nature of the Dues Amount (Rs./ Thousand)

The Central Excise Act, 1944 Service Tax 241

312,239

148,240

44

177

Income Tax Tax Deducted at Source 982,067 (including interest)

Income Tax 649,758

Name of the Statue Period to which the Forum where dispute is amount relate pending

The Central Excise Act, 1944 F.Y. 2003-2004 Commissioner of service Tax

F.Y. 2006-2007

F.Y. 2008-2009

F.Y. 2006-2007 to Commissioner of Central F.Y. 2008-2009 excise (appeals)

F.Y. 2006-2007, Commissioner of F.Y. 2007- 2008 Central excise (appeals)

Income Tax F.Y. 2005-2006 to Commissioner of Income Tax F.Y. 2009-2010 (appeals)

F.Y. 2006-2007 Commissioner of Income Tax (appeals)

10) The Company does not have accumulated losses at the end of the financial year and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

11) The Company has not defaulted in repayment of dues to banks, financial institutions and debenture holders during the year.

12) The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13) The Company is not chit fund or a nidhi / mutual benefit fund / society.

14) The Company is not dealing in or trading in shares, securities, debentures and other investments.

15) In our opinion, the terms and conditions of guarantees given by the Company for loans taken by subsidiaries and others are prima-facie not prejudicial to the interests of the Company.

16) The Company has not raised any term loan during the year.

17) according to information and explanations given to us and on an overall examination of the Balance sheet of the Company, we are of the opinion that the funds raised on short term basis have not been used for long term investments.

18) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the act.

19) The Company has not issued any secured debentures during the year. however, pursuant to the Composite scheme of arrangement, the Company had been vested the liability of secured debentures issued by erstwhile eTC networks Limited which is transferred on april 1, 2010 to Zee Learn Limited on demerger.

20) The Company has not raised any money by public issue during the year.

21) Based on the audit procedures performed and according to the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year.

For MGB & Co

Chartered accountants

Firm registration no- 101169W

Hitendra Bhandari

Partner

Membership no. 107832

Mumbai, June 23, 2011

Mar 31, 2010

1. We have audited the attached Balance Sheet of Zee Entertainment Enterprises Limited ("the Company") as at March 31, 2010, and also the Profit and Loss account and the Cash Flow statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall fnancial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 (the ÃOrder) issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 ("the Act"), and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we annex hereto a statement on the matters specified in paragraph 4 and 5 of the said order.

4. Wthout qualifying our opinion attention is drawn to:-

a) Note 3 (A) in Schedule 18 regarding demerger of Regional General Entertainment Channels business undertaking of Zee News Limited to the Company as per the Scheme of Arrangement u/s 391 to 394 approved by the Honorable High Court at Mumbai and in pursuance thereof assets and liabilities of the merged undertaking are accounted and surplus of Rs./ Thousand 1,197,357 is taken to Securities Premium.

b) Note 3 (B) in Schedule 18 regarding demerger of 9X Channel business undertaking of 9X Media Private Limited to the Company as per the Scheme of Arrangement approved by the Honorable High Court at Mumbai and in pursuance thereof assets and liabilities of the merged undertaking are accounted and deficit of Rs./Thousand 133,220 is adjusted in General Reserve.

c) Note 3 (C) in Schedule 18 regarding Amalgamation of its erstwhile subsidiary ETC Networks Limited with the Company w.e.f. March 31, 2010 and demerger of Education business undertaking to Zee Learn Limited as on April 1, 2010 as per the Composite Scheme of Amalgamation and arrangement u/s 391 to 394 and other applicable provisions, approved by the Honorable High Court at Mumbai and effect thereof is given in these financial statements and resultant surplus of Rs./Thousand 504,515 is taken to General Reserve and demerger of Education business undertaking as on April 1, 2010, hence not given in these financials

5. Further to our comments in the annexure referred to in paragraph (3) above, we report that:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c) The Balance Sheet, the Profit and Loss account and the Cash Flow statement dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, the Profit and Loss account and the Cash Flow statement dealt with by this report comply with the accounting standards referred to in Section 211 (3C) of the Act;

e) On the basis of written representations received from the directors and taken on record by the Board, we report that none of the Directors is disqualified as at March 31, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together the significant accounting policies and notes to accounts as per Schedule 18, give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010;

ii) In the case of the Profit and Loss account, of the Profit for the year ended on that date; and

iii) In the case of the Cash Flow statement, of the cash flows for the year ended on that date

ANNEXURE REFERRED TO IN PARAGRAPH (3) OF AUDITORS REPORT TO THE MEMBERS OF ZEE ENTERTAINMENT ENTERPRISES LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2010

1. a) The Company has maintained proper records showing full particulars, including quantitative details and situation, of its fixed assets.

b) The fixed assets are physically verified by the Management according to a phased program which, in our opinion is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, a portion of fixed assets has been physically verified by the management during the year, except assets lying with third parties and no material discrepancies were noticed on such verification.

c) During the year, there was no disposal of substantial part of fixed assets.

2. a) The inventory has been physically verified (copyrights of TV programs / movie rights verified with reference to title documents/agreements) by the management at reasonable intervals during the year.

b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion, the Company has maintained proper records of inventory and no discrepancies were noticed on physical verification as compared to the book records.

3. a) The Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Act.

b) The Company has not taken any loan, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fxed assets and sale of goods and services. We have not observed any continuing failure to correct major weaknesses in internal controls.

5. According to the information and explanations given to us, there are no contracts or arrangements the particulars of which are required to be entered into the register in pursuance of Section 301 of the Act.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public during the year.

7. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

8. We are informed that the Central Government has not prescribed the maintenance of cost accounting records under Section 209 (1) (d) of the Act in respect of the Companys activities.

9. According to the records of the Company examined by us and information and explanations given to us:

a) The Company has been generally regular, in depositing its Statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax (except delay in few instances in depositing Income Tax deducted at source), VAT, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and others as applicable. There are no undisputed amounts payable in respect of the aforesaid dues which have remained outstanding as at March 31, 2010 for a period of more than six months from the date they became payable.

b) There are no disputed dues on account of Income Tax, VAT, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess, which have not been deposited except in respect of:

Name of the Statute Nature of Dues Amount Period to which the Rs/Thousands amount relate

The Central Excise Act, 1944 Service Tax 1,066 F.Y. 2004-2005 and Service Tax

312.239 F.Y. 2006-2007

148.240 F.Y. 2007-2008 21 F.Y. 2006-2007

11 F.Y. 2007-2008

12 F.Y. 2008-2009 Wealth Tax Act Wealth tax 13 F.Y. 1996-1997

Maharashtra Value Added Sales Tax 12,858 F.Y. 2005-2006 Tax Act 2002

Name of the Statue Forum where dispute is pending

The Central Excise Act, 1944 and Service Tax Commissioner of Service Tax

Asst Commissioner of Service Tax

Wealth Tax Act Income Tax Appellate Tribunal

Maharashtra Value Added Tax Act 2002 Asst Commissioner of Sales Tax

10. The Company does not have accumulated losses at the end of the financial year and has not incurred cash losses during the current financial year or in the immediately preceding fnancial year.

11. The Company has not defaulted in repayment of dues to banks and financial institutions. The delayed payments by merged Company are not reported as it is merged w.e.f. March 31, 2010 and dues are paid before the effective date.

12. The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not chit fund or a nidhi / mutual benefit fund / society.

14. The Company is not dealing in or trading in shares, securities, debentures and other investments.

15. In our opinion, the terms and conditions of guarantees given by the Company for loans taken by subsidiaries and others are prima-facie not prejudicial to the interests of the Company.

16. The Company has not raised any term loan during the year.

17. On the basis of review of utilization of funds which is based on an overall examination of the Balance Sheet of the Company and related information as made available to us, we report that no short term funds have been used for long term investments.

18. The Company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

19. The Company has not issued any secured debentures during the year. However pursuant to the Composite Scheme of Arrangement, the Company has been vested liability of secured debentures issued by erstwhile ETC Networks Limited which is subsequently demerged to Zee Learn limited.

20. The Company has not raised any money by public issue during the year.

21. On the basis of our examination and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For MGB & Co

Chartered Accountants

Registration No- 101169W

Mohan Bhandari

Partner

Membership No. 12912

Mumbai, September 23, 2010

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