Directors Report of Zee Entertainment Enterprises Ltd.

Mar 31, 2023

Directors’ Report

To the Members,

The Board of Directors are pleased to present the 41^st Annual Report of the Company along with the audited financial statements (standalone and
consolidated) for the financial year ended 31^st March 2023.

1. FINANCIAL RESULTS

The financial performance of your Company for the financial year ended 31^st March 2023 is summarised below:

Particulars	Standalone Year Ended		Consolidated Year Ended
	31st March 2023	31st March 2022	31st March 2023	31st March 2022
Revenue from Operations	74,219	75,111	80,879	81,857
Other Income	2,732	1,193	797	1,201
Total Income	76,951	76,304	81,676	83,058
Total Expenses	66,753	57,163	73,639	66,741
Share of Associates / Joint Ventures			(1)	1
Exceptional Items	6,668	1,271	3,355	1,333
Profit Before Tax	3,530	17,870	4,681	14,985
Provision for Taxation (net)	1,891	4,481	2,167	4,447
Profit after Tax from continuing operations	1,639	13,389	2,514	10,538
Loss from discontinuing operations	-	-	(2,036)	(980)
Profit after Tax from continuing and discontinuing operations	1,639	13,389	478	9,558

During the year under review, there was no change in the nature of
business of the Company and there have been no material changes
and commitments that have occurred after close of the financial year
till the date of this report, which affect the financial position of Zee
Entertainment Enterprises Limited (‘the Company’ or ‘ZEE’).

2. CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the Companies Act, 2013 (‘Act’),
Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’)
and applicable Accounting Standards, the consolidated audited
financial statements of the Company for the financial year 2022-23
together with the Auditors’ Report forms part of this Annual Report.

3. DIVIDEND

With a view to conserve the resources for future business
requirements, your Directors were of the view that the current year’s
profit be ploughed back into the operations and hence no dividend
has been recommended for the year under review.

Dividend Distribution Policy of the Company is available on
the Company’s website at https://assets.zee.com/wp-content/
uploads/2020/09/Dividend-Distribution-Policy.pdf.

The closing balance of the retained earnings of the Company for the
financial year 2022-23, after all appropriations and adjustments was
''70,648 million.

4. BUSINESS OVERVIEW

FY23 was a challenging year for media and entertainment industry
given slowdown in Ad spending, pressure on subscription revenues
due to delay in NTO implementation and weak content performance
of Bollywood. As per FICCI EY report, the Television advertising grew
2% in 2022 to ''312 billion, almost equalling its pre-COVID-19 levels
and Subscription revenue continued to fall for the third year in a row
due to reduction in pay TV homes.

During the year under review, Your Company’s revenue declined
by 1%. Advertising revenues declined by 7.7% to ''40,579 million,
led by weak Ad spending by brands in an inflationary environment
caused by challenging macroeconomic factors like high input cost,
geopolitical risk and disrupted global supply chain. Ad revenues were
also adversely impacted by Zee Anmol’s withdrawal from DD Free
Dish. Subscription revenues increased by 2.7% YoY to ''33,355 million
due to growth in ZEE5 and Music, partially offset by decline in linear
TV subscription. The NTO 3.0 was implemented on 1^st February and
had its initial implementation challenges, however, we are optimistic
about this paving way for positive growth in subscription revenue in
the industry and for the Company. Relatively subpar movie content
performance has also impacted theatrical revenues. This challenging
operating environment has adversely impacted your Company’s
performance during the year.

In domestic broadcasting business, your Company continued to be
amongst India’s robust and leading TV entertainment networks and
had a good year in terms of linear viewership gains in most of our key
frontline GEC channels. The decrease in network share from 17.0%in
FY22 to 16.8% this year is due to Zee Anmol’s exit from Free Dish,

a strategic decision across key broadcasters to fuel Pay TV growth.
Your Company gained viewership share in FY23 over FY22 in Zee
TV, Zee Tamil, Zee Telugu, Zee Kannada, Zee Bangla, Zee Odia, Zee
Punjabi and Zee Keralam.

In International broadcasting business the portfolio consists of over
40 dedicated channels and over 70 pass-through channels that
covers over 120 countries, your company’s international business
has adopted Indian content across the world. The content produced
by the parent network in India is broadcast overseas, and your
company is the first media and entertainment company to achieve
this.

On the Digital business ZEE5 has grown exponentially with focused
investments in creativity and innovation, strategically strengthening
its presence across India, offering enhanced viewing experiences,
and delivering increased value to our viewers. As a result, ZEE5 is
one among the top-rated OTT platform apps, both on iOS and Android
Play Store. Our original content is being well received, ZEE5 app user
experience has significantly improved and healthy growth in revenue
continues.

ZEE5 Global closed FY23 as the #1 South Asian platform across all
international markets, with a decisive lead in major markets like the
US, Europe, Middle East and key APAC markets.

Zee Studios, your company’s movie production, marketing, and
distribution business, has released over 30 movies and web-series
in FY23, in theatres and on streaming platforms, making it the largest
number of content pieces released by a single company in India in the
said fiscal, and these included various commercial successes across
different language categories, such as Mrs. Chatterjee vs Norway
(Hindi), Qismat II (Punjabi), Thunivu (Tamil), Dharmaveer (Marathi),
Vedha (Kannada), Dharavi Bank (Hindi series, streaming on MX
Player), Lost (Hindi, streaming on ZEE5). Zee Studios is also wining
global spotlight with premiers of its films curated especially for global
cinema audiences at leading global festivals.

Zee Music Company (ZMC), your company’s music publishing label
business is the 2^nd largest music label with more than ~134 million
subscribers on YouTube in India. Having acquired an expansive
catalogue of music rights across languages, it earned the status
of ‘second-most listened to’ Indian music label in a short period of
time. Its catalogue now consists of over 12,000 songs across over
20 languages.

And also the Company has identified that acquisition of sports
broadcasting rights is a strategic focus area and accordingly acquired
global media rights of the UAE based International League ILT20. The
Company has also entered into an agreement with Star India Private
Limited for acquiring license of the exclusive television broadcasting
rights of the International Cricket Council’s (ICC) Men’s and Under-19
global events for a period of four years (2024-2027). This acquisition
is subject to certain conditions precedent including submission of
financial commitments, guarantees and ICC approval for sub-licensing
to the Company and which are pending.

5. CHANGES IN CAPITAL STRUCTURE

During the year under review, the Company has issued and allotted
3,705 Equity Shares of ''1/- each upon exercise of stock options
granted under the Company’s ESOP Scheme.

Consequent to the issuance of equity shares under ESOP Scheme,
the Paid-up Share Capital of the Company as on 31^st March 2023
stood at ''960,519,420 comprising of 960,519,420 equity shares of
''1 each.

As on 31^st March 2023, promoters’ shareholding in the Company
was 3.99%.

6. CREDIT RATING

Brickwork Ratings India Private Limited revised the rating assigned
to the Company as the issuer of the Listed Bonus Preference Shares
to ‘BWR A-’ stable/downgrade & resolved from ‘BWR A’ Credit Watch
with Negative Implications and simultaneously withdrawn the same
on account of full redemption of the said Bonus Preference Shares.

7. SUBSIDIARIES, ASSOCIATES & JOINT VENTURES

As on 31^st March 2023, your Company had 19 (nineteen) subsidiaries
comprising of 3 (three) domestic direct/stepdown subsidiaries and
15 (fifteen) overseas direct/stepdown subsidiaries and 1 (one) Joint
Venture Company.

During the year under review:

• Pantheon Productions Limited, an overseas step-down subsidiary
company of the Company was dissolved with effect from
23^rd September 2022;

• Zee Studios International Limited, an overseas step-down
subsidiary company of the Company was dissolved with effect
from 23^rd September 2022; and

• 25% stake held by the Company in Asia Today Thailand Limited,
an associate company of the Company was sold by the Company
on 21^st December 2022. Accordingly, Asia Today Thailand Limited
ceased to be an Associate Company of the Company with effect
from 21^st December 2022.

Subsequent to closure of financial year:

• Expand Fast Holdings (Singapore) Pte Limited, an overseas step-
down subsidiary company of the Company was struck off with
effect from 4^th September 2023; and

• Zee UK Max Limited, an overseas wholly-owned step-down
subsidiary company of the Company has been incorporated in
UK on 28^th September 2023.

• Entire stake in Zingool Unmedia Limited (formerly known as
Zee Unimedia Limited), step-down subsidiary company of the
Company (‘ZUL’) was sold by Zee Studios Limited, wholly-owned
subsidiary of the Company on 17^th August 2023. Hence, ZUL
ceased to be a stepdown subsidiary of the Company with effect
from 17^th August 2023.

Apart from the above, there was no change in the number of
Subsidiary/ Associate/ Joint Venture of the Company either by way of
acquisition or divestment or otherwise during the year under review.

Your Company is in compliance with the FEMA regulations with
respect to downstream investments.

In accordance with the provisions of Regulation 16(1)(C) of the Listing
Regulations pertaining to the threshold for determining Material
Subsidiary of the Company, there was no Material Subsidiary of the
Company during the financial year 2022-23.

The policy for determining material subsidiaries of the Company is
available on the website of the Company at https://assets.zee.com/
wp-content/uploads/2020/09/Policy-on-material-subsidiary.pdf

In compliance with Section 129 of the Act, a statement containing the
salient features of the financial statements of all subsidiaries, associate
and joint venture companies of the Company in the prescribed Form
AOC-1 forms part of this Annual Report as Annexure A.

In accordance with Section 136 of the Act, the Audited Financial
Statements including the Consolidated Financial Statements and
related information of the Company and the financial statements of
each of the subsidiary companies are available on the website of the
Company at https://www.zee.com/investors/investor-financials/

8. COMPOSITE SCHEME OF ARRANGEMENT

The Board of Directors of the Company at its Board Meeting held
on 21^st December 2021 had considered and approved (subject to
requisite approvals/consents) the Scheme of Arrangement under
Sections 230 to 232 and other applicable provisions of the Act
amongst the Company, Bangla Entertainment Private Limited (‘BEPL’)
and Culver Max Entertainment Private Limited (formerly known as
Sony Pictures Networks India Private Limited) (‘CMEPL’) and their
respective shareholders and creditors (‘Scheme’). The Scheme
provides for, inter alia, the merger of the Company and BEPL into
CMEPL; the consequent issue of equity shares of CMEPL to the
shareholders of the Company and BEPL, in accordance with Sections
230 to 232 of the Act; dissolution without winding up of the Company
and BEPL; appointment of Mr. Punit Goenka, Managing Director &
Chief Executive Officer of CMEPL on the terms set out in the Scheme;
and amendment of the Articles of Association of CMEPL. The Scheme
is sanctioned/approved by:

• The BSE Limited and the National Stock Exchange of India Limited
vide their observation letters dated 29^th July 2022;

• The Competition Commission of India vide its letter dated 4^th
October 2022;

• Shareholders of the Company at the meeting held on 14^th October
2022 convened under the directions of the National Company Law
Tribunal, Mumbai Bench (‘NCLT’);

• The Official Liquidator by way of report dated 3^rd January 2023 on
the Scheme, inter alia, stating that the affairs of the Company have
been conducted in a proper manner and raising no objections to
the Scheme;

• The Regional Director, Western Region, Ministry of Corporate
Affairs, by way of report dated 10^th January 2023, inter alia, stating
that he did not have any objections to the Scheme; and

• On the basis of the above no-objections and approvals, the NCLT
by order dated 10^th August 2023 sanctioned the Scheme.

The Company is in the process of making an application with the
Ministry of Information and Broadcasting for transfer of the licenses
relating to the up-linking and down-linking of television channels
obtained by the Company to CMEPL, pursuant to the Scheme.

The Scheme shall become effective upon fulfilment of all the
conditions precedents mentioned in the Scheme.

The Scheme is in the interest of the shareholders, creditors, and all
other stakeholders of the Company, CMEPL and BEPL and the public
at large.

9. EMPLOYEE STOCK OPTION SCHEME

An aggregate of 3,705 Stock Options granted by the Company in
pursuance of ZEE ESOP Scheme 2009 to Mr. Punit Misra, President
- Content and International Markets, were outstanding as on 1^st April
2022. Upon exercise of vested Stock Options by Mr. Misra, 3,705
Equity Shares were issued and allotted to him during FY 2022-23 and
no unvested Stock Option was outstanding since then.

Requisite disclosures as required under Regulation 14 of Securities
and Exchange Board of India (Share-Based Employee Benefits
and Sweat Equity) Regulations, 2021 is annexed to this Annual
Report as Annexure B. The Secretarial Auditors of the Company
M/s. Vinod Kothari & Co., Company Secretaries (Firm Registration
No. P1996WB042300) have certified that the Company’s Employee
Stock Option Scheme has been implemented in accordance with
the Securities and Exchange Board of India (Share-Based Employee
Benefits and Sweat Equity) Regulations, 2021 and the resolution
passed by the shareholders.

Further, during the period under review, as a part of conditions
precedent as per the Merger Cooperation Agreement amongst the
Company, BEPL and CMEPL, the Board of Directors, in their meeting
held on 11^th November 2022, approved the termination of ZEEL ESOP
Scheme 2009 with immediate effect.

10. CORPORATE SOCIAL RESPONSIBILITY

During the year under review, total CSR obligation of the Company
was ''37,47,28,441 as per Section 135 of the Act.

The Company had contributed an aggregate of ''37,47,28,441 towards
various CSR Projects detailed in the Annual Report on CSR annexed
to this report which includes ''11,90,65,303, allocated for the ongoing
projects and transferred to ‘the Unspent CSR Account for FY 2022-23’
of the Company on 27^th April 2023 as per provision of the Act and the
Companies (Corporate Social Responsibility Policy) Rules, 2014 (‘CSR
Rules’) as amended from time to time.

In compliance with the provisions of Section 135 of the Act and CSR
Rules as amended from time to time, Annual Report on CSR activities
for the financial year ended 31^st March 2023 is annexed to this Annual
Report as Annexure C.

11. CORPORATE GOVERNANCE AND POLICIES

In order to maximise shareholders’ value on a sustainable basis,
your Company has been constantly reassessing and benchmarking
itself with well-established Corporate Governance practices besides
strictly complying with the requirements of Listing Regulations,
applicable provisions of the Act and applicable Secretarial Standards
issued by the Institute of Company Secretaries of India (‘ICSI’).

In terms of Schedule V of the Listing Regulations, a detailed report on
Corporate Governance along with Compliance Certificate issued by
M/s. Vinod Kothari & Co., Company Secretaries (Firm Registration No.
P1996WB042300), Secretarial Auditors of the Company forms part
of this Annual Report. Management Discussion and Analysis Report
as per Listing Regulations is presented in a separate section forming
part of this Annual Report.

In compliance with the requirements of the Act and the Listing
Regulations, your Board had approved various Policies including
Code of Conduct for Directors and Senior Management, Policy for
Determining Material Subsidiary, Document Preservation Policy,
Policy for Determination of Materiality of Events and Information,
Fair Disclosure Policy, CSR Policy, Whistle-Blower & Vigil Mechanism
Policy, Policy on Dealing with Materiality of Related Party Transaction,
Nomination and Remuneration Policy, Insider Trading Code and
Dividend Distribution Policy. These policies & codes along with the
Directors Familiarisation Programme and terms and conditions for
appointment of Independent Directors are available on Company’s
website at https://www.zee.com/corporate-governance/.

In compliance with the requirements of Section 178 of the Act, the
Nomination & Remuneration Committee of your Board had fixed
various criteria for nominating a person on the Board which inter alia
includes the requirement of desired size and composition of the
Board, age limits, qualification, experience, areas of expertise and
independence of individual.

12. DIRECTORS & KEY MANAGERIAL PERSONNEL
I. Board of Directors

The Company has a balanced Board with a combination of Executive
and Non-executive Directors. The Board currently comprises of 6 (six)
Directors including 1 (one) Executive Director, 1 (one) Non-executive
Director and 4 (four) Independent Directors which includes one
Independent Woman Director.

During the year under review:

a. Mr. R. Gopalan was re-appointed as an Independent Director
of the Company for the second term of three years from expiry
of his first term on 24^th November 2022.

b. Mr. Piyush Pandey ceased to be an Independent Director of
the Company upon completion of his first term of three years
on 23^rd March 2023.

Requisite intimations with respect to the changes in Directors
during the year have been made to and approved by the Ministry of
Information and Broadcasting.

Subsequent to the financial year, the re-appointment of Ms. Alicia
Yi (DIN: 08734283) as an Independent Director of the Company for
a second term of 3 years effective from 24^th April 2023 to 23^rd April
2026 did not get requisite majority of votes from Shareholders of
the Company as required under regulation 25 (2A) of the Listing
Regulation. Consequently, Ms. Alicia Yi ceased to be an Independent
Director of the Company with effect from 13^th July 2023. Subsequently,
based on the recommendation of Nomination & Remuneration
Committee and subject to the approval of the shareholders, the Board
had approved the appointment of Ms. Deepu Bansal (DIN: 09497525)
as an Additional Director in the category of Independent Director of
the Company for a term of 3 years effective from 13^th October 2023.

The Nomination & Remuneration Committee after considering the
performance evaluation of Mr. Vivek Mehra and Mr. Sasha Mirchandani
during their first term of three years and considering their knowledge,
acumen, expertise, experience and substantial contribution and time
commitment, has recommended to the Board their re-appointment
for a second term of three years. Based on the recommendation of
the Nomination & Remuneration Committee, the Board, at its meeting

held on 9^th November 2023, has recommended the reappointment
of Mr. Vivek Mehra and Mr. Sasha Mirchandani as Independent
Directors, not liable to retire by rotation, for a second term of three
years effective from 24^th December 2023 to 23^rd December 2026.

Accordingly, the notice of ensuing Annual General Meeting (‘AGM’)
includes following proposals, seeking members’ approval by way of
Special Resolutions for:

• appointment of Ms. Deepu Bansal as an Independent Director
of the Company for a term of 3 years effective from 13^th October
2023; and

• re-appointment of Mr. Sasha Mirchandani and Mr. Vivek Mehra as
Independent Directors for the second term of 3 years from expiry
of their first term on 23^rd December 2023.

Your Company has received notices from the members proposing the
appointment of Ms. Deepu Bansal and re-appointment of Mr. Sasha
Mirchandani and Mr. Vivek Mehra as Independent Directors. Further,
based on performance evaluation process and communication
received from them, the Board of Directors has ensured that they
continue to meet the criteria of Independence.

Declaration of independence from Independent Directors

In terms of Section 149 of the Act and Regulation 16(1)(b) of the Listing
Regulations, Mr. R. Gopalan, Mr. Sasha Mirchandani, Mr. Vivek Mehra
and Ms. Deepu Bansal are Independent Directors of the Company.

The Company has received the following declarations from all the
Independent Directors confirming that:

• they meet the criteria of independence as prescribed under the
provisions of the Act, read with the Schedules and Rules issued
thereunder, as well as of Regulation 16 (1) (b) of the Listing
Regulations.

• in terms of Rule 6(3) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, they have registered
themselves with the Independent Director’s database maintained
by the Indian Institute of Corporate Affairs.

• in terms of Regulation 25(8) of the Listing Regulations, they are
not aware of any circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact their ability to
discharge their duties.

In terms of Regulation 25(9) of the Listing Regulations, based on the
declarations received from the Independent Directors, the Board of
Directors has ensured the veracity of the disclosures made under
Regulation 25(8) of the Listing Regulations by the Independent
Directors of the Company. The Board is satisfied of the integrity,
expertise and experience (including proficiency in terms of Section
150(1) of the Act and applicable rules thereunder) of all Independent
Directors on the Board.

Number of meetings of the Board

During the financial year 2022-23, the Board of Directors met 4
(Four) times. The details of the meetings of the Board of Directors
of the Company convened and attended by the Directors during the
financial year 2022-23 are given in the Corporate Governance Report
which forms part of this Annual Report.

Retirement by rotation

In accordance with the provisions of Section 152 and other applicable
provisions, if any, of the Act (including any statutory modification(s) or
reenactment(s) thereof for the time being in force) and the Articles of
Association of the Company, Mr. Adesh Kumar Gupta, Non-executive
Director of the Company is liable to retire by rotation at the ensuing
AGM and being eligible has offered himself for re-appointment.
Your Board recommends his re-appointment. A resolution seeking
shareholders’ approval for his re-appointment along with other
required details form part of the AGM Notice.

The Managing Director & CEO and Independent Directors of the
Company are not liable to retire by rotation.

II. Key Managerial Personnel

Key Managerial Personnel of the Company as on 31^st March 2023
comprised of Mr. Punit Goenka, Managing Director & CEO, Mr. Rohit
Kumar Gupta, Chief Financial Officer and Mr. Ashish Agarwal, Chief
Compliance Officer & Company Secretary.

13. PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and Listing Regulations, the
evaluation of annual performance of the Directors, Board and Board
Committees was carried out for the financial year 2022-23. The details
of the evaluation process are set out in the Corporate Governance
Report which forms part of this Annual Report.

Performance of non-independent directors, the Board as a whole
and Chairman of the Company was evaluated in a separate meeting
of Independent Directors.

Further, at the board meeting, followed by the meeting of the
independent directors, the performance of the Board, its committees
and individual directors was also discussed. Performance evaluation
of independent directors was done by the entire Board, excluding the
independent director being evaluated.

14. BOARD COMMITTEES

In compliance with the requirements of Act and Listing Regulations,
your Board has constituted various Board Committees including
Audit Committee, Risk Management Committee, Nomination &
Remuneration Committee, Stakeholders Relationship Committee and
Corporate Social Responsibility Committee. Details of the constitution
of these Committees are available on the website of the Company
at https://www.zee.com/corporate-governance/#. Details of scope,
constitution, terms of reference, number of meetings held during the
year under review along with attendance of Committee Members
therein form part of the Corporate Governance Report which is
annexed to this report.

15. AUDITORS
Statutory Audit

At the 40^th AGM held on 30^th September 2022, the Shareholders
had approved the appointment of M/s. Walker Chandiok & Co LLP,
Chartered Accountants (Firm Registration No. 001076N/N500013)
as Statutory Auditors of the Company until the conclusion of the 45^th
AGM at a remuneration to be determined by the Board of Directors
of the Company in addition to the out of pocket expenses as may be
incurred by them during the course of the Audit.

The Statutory Audit Report of M/s. Walker Chandiok & Co LLP,
Chartered Accountants, do not contain any qualification, reservation
or adverse remarks on Standalone and Consolidated Audited
Financial Results of the Company for the financial year 2022-23. The
Auditors’ Reports are enclosed with the financial statements in the
Annual Report.

Secretarial Audit

During the year under review, M/s. Vinod Kothari & Co., Company
Secretaries (Firm Registration No. P1996WB042300) were appointed
as the Secretarial Auditors to conduct the Secretarial Audit of
your Company for the financial year ended 31^st March 2023. The
unqualified Secretarial Audit report is annexed to this Annual Report
as Annexure D.

Further, pursuant to the provisions of Regulation 24A read with SEBI
Circular no. CIR/CFD/CMD1/27/2019 dated 8^th February 2019, the
Secretarial Compliance Report, issued by Secretarial Auditors of
the Company, confirming that the Company had complied with all
applicable SEBI Regulations/circulars/guidelines during the financial
year ended 31^st March 2023, was filed with the stock exchanges.

Cost Audit

In compliance with the provisions of Section 148 of the Act read with
Companies (Cost Records and Audit) Rules, 2014, M/s. Vaibhav P
Joshi & Associates, Cost Accountant, (Firm Registration No. 101329)
was appointed as Cost Auditor to conduct the Audit of Cost Records
of the Company for financial year 2022-23. Requisite proposal for
ratification of remuneration payable to the Cost Auditor for FY 2022¬
23 by the Members as required under Rule 14 of the Companies (Audit
and Auditors) Rules, 2014, forms part of the Notice of ensuing AGM.

The Company has maintained cost accounts and records in
accordance with the provisions of Section 148(1) of the Act read with
the Companies (Cost Records and Audit) Rules, 2014.

16. HUMAN RESOURCES & PARTICULARS OF EMPLOYEES

In the fiscal year 2022-23, the Company continued its journey of
transformation, building on the successes of FY21-22. Our focus
remained on reshaping the organisation for success in a fast-
evolving digital world, despite the ongoing challenges posed by the
global pandemic. We emphasised excellence in culture & capability,
leadership, employee experience, diversity, employer brand, and our
unwavering commitment to recognising our employees’ achievements
through our rewards and recognition programmes.

We stand at the forefront of fostering an exceptional culture of ongoing
upskilling and excellence. The Academy of Excellence, our guiding
beacon, is framed through a robust 4X4 Framework, showcasing pillars
of Compliance, ZEEcademy, Lead-Your-Ship & Techno-Functional
Academy (Compliance, Digital Learning, Leadership Development,
and Techno-Functional Skills) cut across by the beams of Integrated
Academic Journeys, Assessments & Certifications, Learner Centric
Technology & Career Progression.

Leadership development under the Lead-Your-Ship pillar has been
exemplary, with the Arise & Aspire initiatives amassing over 15,000
man hours, and 1800 (leader and individual contributor) man days
signifying robust engagement and dedication across our teams.
ZEEcademy, our digital learning platform, boasts a notable 99.5%
adoption rate, over 57% monthly active user rate, and exceeding 92%
content completion rate. It has grown from just 100 initial learners to

a whopping 3572 learners, consistently breaking AMEA and global
benchmarks. A significant leap in our Net Promoter Score (NPS),
from 28 to 63, underscores the marked enhancement in learner
satisfaction and the substantial upscaling of our organisational
capabilities. Our adherence to compliance is paramount, reflected
in the 100% completion of modules such as Digital Induction and
POSH. This unwavering commitment to regulatory standards is the
cornerstone of our organisational ethos.

Our innovative strategies have been globally acclaimed, receiving 20
Indian and international awards from prestigious bodies like Brandon
Hall, TISS CLO, ET HR World, Financial Times, Business Standards and
which is a testimony of our impactful developmental and capabilities
practices.

Recognising the importance of fostering a culture of appreciation,
we have made significant efforts to improve how our employees
are recognised. Our initiative aims to simplify and streamline the
recognition process, making it real-time and inclusive. As a result of
these efforts, we are proud to have received two prestigious awards
in FY23: the Titan Business Award in November 2022 and the ET
Human Capital Award in February 2023. These accolades affirm our
commitment to cultivating a culture of appreciation at ZEE.

At ZEE, Diversity, Equity, and Inclusion (D&I) are pivotal to our
corporate ethos. Our commitment to D&I is reflected through various
initiatives, including the ‘ZEE DEI Digest’ podcast, ‘Embracing Equity’
celebrations, and ‘DigitALL’ for empowering our teams. We maintain
a gender-neutral median salary and prioritise inclusive facilities in
our office design. Our unwavering dedication to D&I is instrumental
in creating a dynamic and adaptable workforce, poised to excel in
today’s interconnected market.

At ZEE, we prioritise our employees’ well-being and safety. We’ve
introduced various measures, including on-site medical services,
counselling, wellness events, health checks, yoga sessions, and
blood donation drives. Our offices are equipped with advanced safety
features. We offer competitive insurance, supportive leave policies,
and a secure work environment to ensure their care and protection.

The fiscal year 2022-23 has been marked by exceptional achievements,
recognising our commitment to HR excellence, employee well-being,
and a culture of appreciation. Looking ahead, we remain dedicated
to raising the bar for excellence, pushing boundaries, and shaping
the future of HR at ZEE. We are laser focused on refining and
elevating our learning programmes, based on employee feedback
and industry best practices, to ensure continuous improvement and
drive innovation within ZEE. Our vision remains steadfast—to uphold
ZEE’s position as a trailblazer in the realm of employee development
and organisational culture.

Requisite disclosure in terms of the provisions of Section 197 of the Act
read with Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 in respect of remuneration of
Directors, Key Managerial Personnel and Employees of the Company
is annexed to this report as Annexure E.

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

Your Company is in the business of Broadcasting of General
Entertainment Television Channels and extensively uses world-class
technology in its Broadcast Operations. However, since this business
does not involve any manufacturing activity, most of the Information

required to be provided under Section 134(3) (m) of the Act read with
the Companies (Accounts) Rules, 2014, are Nil/Not applicable. The
information, as applicable, are given hereunder:

Conservation of Energy: Your Company, being a service provider,

requires minimal energy consumption and every endeavour is made
to ensure optimal use of energy, avoid wastages and conserve energy
as far as possible.

Technology Absorption: Your Company has made significant
progress towards a Globally Integrated Media Interface Machine with
an interoperable constellation of solutions which span Integration
with Global Digital and Social Distribution Platforms, Sports, Live
Events and Digital and OTT Platforms. Using advanced interfaces
including SCTE based content management, Ad Serving Infra and
FAST and Cloud Interfaces, the Company stands transformed as a
major player in a mixed delivery landscape.

Having successfully carried out major upgradations in liner broadcast,
redundant media architectures, disaster recovery and OTT it now
delivers content globally using its media fabric comprising of physical
and cloud components fabric. It has also embraced a new Security
Services Architecture for security of content and a Distribution
Services Architecture for cutting edge delivery devices including
intelligent decoders, cloud, streaming and linear deliveries.

Foreign Exchange Earnings & Outgo: During the financial year 2022¬
23, the Company had Foreign Exchange earnings of ''5,262 million
and outgo of ''2,034 million.

18. DISCLOSURES

i. Particulars of loans, guarantees and investments: Particulars

of loans, guarantees and investments made by the Company
as required under Section 186(4) of the Act and the Listing
Regulations are contained in Note No. 50 to the Standalone
Financial Statements.

ii. Transactions with Related Parties: All contracts/arrangements/
transactions entered by the Company during the financial
year with related parties were on an arm’s length basis, in
the ordinary course of business and in compliance with the
applicable provisions of the Act, Listing Regulations and Policy
on dealing with and materiality of Related Party Transactions.
During FY 2022-23, there were no material Related Party
Transactions entered into by the Company with Promoters,
Directors, Key Managerial Personnel or other Designated
Persons which may have a potential conflict with the interest of
the Company at large.

All related party transactions, specifying the nature, value,
terms and conditions of the transactions including the arm’s
length justification, were placed before the Audit Committee
for its approval and statement of all related party transactions
carried out was placed before the Audit Committee for its
review on a quarterly basis. During the year under review, there
have been no material related party transactions entered into
by the Company as defined under Section 188 of the Act and
Regulations 23 of the Listing Regulations and accordingly, no
transactions are required to be reported in Form AOC-2 as
per Section 188 of the Act. In accordance with the approach
and directives of the Board of Directors, the transactions with
related parties (other than subsidiaries) have been reduced
during the year under review.

iii. Risk Management: Your Company has well-defined operational
processes to ensure that risks are identified and the operating
management is responsible for identifying and implementing
the mitigation plans for operational and process risks. Key
strategic and business risks are identified and managed
by senior management team with active participation of the
Risk Management Committee. The risks that matter and their
mitigation plans are updated and reviewed periodically by the
Risk Management Committee of your Board and integrated
in the Business plan for each year. Further, subsequent to
implementation of stringent policies on content advances as
per the Risk Management Committee directives which include
parameters like milestone-based advances etc., the committee
also regularly monitors the adherence of the policy to ensure
the level of advances commensurate with the operations of the
Company. The details of constitution, scope and meetings of
the Risk Management Committee forms part of the Corporate
Governance Report. In the opinion of the Board, currently, there
are no risks that may threaten the existence of the Company.

iv. Vigil Mechanism: The Company has a Whistle Blower Policy
and has established the necessary vigil mechanism for
directors and employees, in confirmation with Section 177(9)
of the Act and Regulation 22 of Listing Regulations, to report
concerns about unethical behaviour. The details of the policy
have been disclosed in the Corporate Governance Report,
which forms part of this Annual Report and is also available
on website of the Company at https://assets.zee.com/wp-
content/uploads/2021/07/13170747/Whistle-Blower-n-Vigil-
Mechanism-policy-updated.pdf.

v. Internal Financial Controls and their adequacy: Your Company
has adequate internal financial controls and processes
for orderly and efficient conduct of the business including
safeguarding of assets, prevention and detection of frauds and
errors, ensuring accuracy and completeness of the accounting
records and the timely preparation of reliable financial
information. The Audit Committee evaluates the internal
financial control system periodically and at the end of each
financial year and provides guidance for strengthening of such
controls wherever necessary. During the year under review, no
fraud has been reported by the Auditors to the Audit Committee
or the Board.

vi. Compliance with Secretarial Standards: Your Company has
complied with the applicable Secretarial Standards, issued by
the Institute of Company Secretaries of India, relating to Board
Meetings and General Meetings.

vii. Deposits & Unclaimed Dividend/Shares: Your Company has
not accepted any public deposit as defined under Chapter V of
the Act.

During the year under review, in terms of the applicable
provisions of the Act read with Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 as amended from time to time (‘IEPF Rules’),
unclaimed dividend for the financial year 2014-15 aggregating
to ''2.39 million was transferred to the Investors Education and
Protection Fund.

Further, during the year under review, in compliance with the
requirements of IEPF Rules, your Company had transferred

37,755 Unclaimed Equity Shares of ''1 each to the beneficiary
account of IEPF Authority.

Subsequent to the end of the financial year, the Company has
transferred unclaimed dividend form financial year 2015-16
amounting to ''3 million to the Investor Education and Protection
Fund. Further, in compliance with the requirements of IEPF
Rules 15,669 equity shares of ''1 each in respect of which
dividend has not been claimed for seven consecutive years
were transferred to beneficiary account of IEPF Authority.

The said Unclaimed Dividend and/or Unclaimed Equity Shares
can be claimed by the Shareholders from IEPF Authority after
following process prescribed in IEPF Rules. During FY 2022-23,
an aggregate of 262 Unclaimed Equity Shares of the Company
were re-transferred by the IEPF Authority to the beneficiary
accounts of respective Claimants, upon specific refund claims
and completion of verification process by the Company and
IEPF Authority.

viii. Annual Return: Pursuant to the amended provisions of Section
92 of the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, Annual Return in Form MGT-7 is
available on website of the Company at www.zee.com.

ix. Sexual Harassment: Your Company is committed to provide
safe and conducive working environment to all its employees
(permanent, contractual, temporary and trainees etc.) and has
zero tolerance for sexual harassment at workplace. In line
with the requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
and rules thereunder, your Company has adopted a Policy on
prevention, prohibition and redressal of sexual harassment at
workplace and has constituted Internal Committees across
various locations to redress complaints received regarding
sexual harassment.

During the year under review, one complaint was received by
the Company and was investigated in accordance with the
procedure and resolved.

Hence, no complaint is pending at the end of the FY 2022-23.

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

xi. The Managing Director of the Company does not receive any
remuneration or commission from any of its subsidiaries.

xii. IndusInd Bank Limited (IndusInd Bank) had filed an application
for initiation of Corporate Insolvency Resolution Process
(‘CIRP’) against the Company before the NCLT, claiming
debt and default of ''83.08 crore. The Company had filed an
Interlocutory Application before the NCLT seeking an outright
dismissal/ rejection of the petition filed by IndusInd Bank. The
NCLT pronounced its order admitting the Company to CIRP
on 22^nd February 2023. Challenging the said Order, an appeal
was filed by Mr. Punit Goenka, Managing Director & CEO of the
Company before the National Company Law Appellate Tribunal
(‘NCLAT’). The NCLAT directed IndusInd Bank to file its reply
and the Company to file rejoinder. The appeal was listed for
final disposal on 29^th March 2023 and till that time the order
dated 22^nd February 2023 passed by NCLT was stayed. On
29^th March 2023, the Company and IndusInd bank entered into

a settlement agreement pursuant to which all disputes and
claims have been settled by 30^th June 2023. IndusInd Bank
has also withdrawn its objection to the scheme on the basis of
the settlement. Accordingly, in view of the settlement between
the Company and IndusInd Bank, impugned order dated 22^nd
February 2023, is set aside and appeal filed by IndusInd Bank
is disposed-off.

I DBI Bank Limited (IDBI Bank) had also filed an application
for initiation of CIRP against the Company before the NCLT
claiming debt and default of ''149.6 crore. The Company filed
an application before the NCLT under Section 10A of the
Insolvency and Bankruptcy Code, 2016 (‘IBC’) seeking dismissal
of IDBI Bank’s application. The NCLT, vide order dated 19^th May
2023, allowed the Company’s application under Section 10A
and dismissed IDBI Bank’s application stating that it is barred
under Section 10A of the IBC and it is not in accordance with
the intent and purport of the IBC. Challenging the said order,
IDBI Bank has filed an appeal before the NCLAT, which is listed
for hearing on 8^th December 2023.

I ndian Performing Right Society Ltd (‘IPRS’) had also filed an
application for initiation of CIRP against the Company, before
NCLT, claiming a default of ''211.41 crore. The Company and
IPRS entered into a settlement agreement by which all disputes
and claims were settled. IPRS withdrew the application filed
under IBC and Companies Act (objecting to the approval of the
Scheme) and the NCLT disposed-off the matter by order dated
9^th March 2023.

As on date, there is no proceeding pending before the NCLT
under the Insolvency and Bankruptcy Code, 2016, for initiating
of CIRP against the Company.

xiii. Standard Chartered Bank (SCB) had sanctioned certain
credit facilities to Siti Networks Limited (the Borrower) which
was inter-alia secured by DSRA support and undertaking of
the Company. Since, the Borrower has defaulted in its debt
repayment obligations to SCB, the Company has entered into
one-time settlement agreement with SCB in respect of DSRA
Claims/Undertaking in the interest of amicably resolving the
issues between the parties.

19. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, in relation to the Annual Accounts
for the financial year 2022-23, your Directors confirm that:

(a) The Annual Accounts of the Company have been prepared on
a going concern basis;

(b) I n the preparation of the Annual Accounts, the applicable
accounting standards had been followed and there is no
material departures;

(c) The accounting policies selected were applied consistently and
the judgements and estimates related to these annual accounts
have been made on a prudent and reasonable basis, so as to
give a true and fair view of the state of affairs of the Company
as on 31^st March, 2023, and, of the profits of the Company for
the financial year ended on that date;

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

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

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

20. ACKNOWLEDGEMENTS

Employees are vital and the most valuable assets of your Company.
Your Directors value the professionalism and commitment of all
employees of the Company and place on record their appreciation
for the contribution and efforts made by all the employees in
ensuring excellent all-round performance. Your Board also thanks
and expresses its gratitude for the support and co-operation received
from all the stakeholders including viewers, producers, customers,
vendors, advertising agencies, investors, bankers and regulatory
authorities.

For and on behalf of the Board

R. Gopalan

Chairman
DIN: 01624555

Place: Mumbai

Date: 22^nd November 2023

---

Mar 31, 2022

The Board of Directors are pleased to present the 40^th Annual Report of the Company along with the audited financial statements (standalone and consolidated) for the financial year ended 31^st March 2022.

1. FINANCIAL RESULTS

The financial performance of your Company for the financial year ended 31^st March 2022 is summarized below:

(f in million)
Particulars	Standalone Year Ended		Consolidated Year Ended
	31st March 2022	31st March 2021	31st March 2022	31st March 2021
Revenue from Operations	75,111	66,654	81,893	77,299
Other Income	1,193	2,624	1,213	1,104
Total Income	76,304	69,278	83,106	78,403
Total Expenses	57,163	51,988	67,619	64,580
Share of Associates/Joint Ventures	-	-	1	(1)
Exceptional Items	(1,271)	(1,266)	(1,333)	(1,266)
Profit Before Tax	17,870	16,024	14,155	12,556
Provision for Taxation (net)	4,481	4,814	4,597	4,625
Profit after Tax	13,389	11,210	9,558	7,931

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report, which affect the financial position of Zee Entertainment Enterprises Limited (‘the Company’ or ‘ZEE’).

Consolidated Financial Statement

In accordance with the provisions of the Companies Act, 2013 (‘Act’), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) and applicable Accounting Standards, the consolidated audited financial statements of the Company for the financial year 2021-22 together with the Auditors’ Report forms part of this Annual Report.

2. COVID-19

As we were returning from the hard hit COVID-19 disruption, the year 2021-22 was yet another challenging year for all of us. The severe second wave of the COVID-19 pandemic had a significant humanitarian and economic impact. We witnessed shutdowns and restrictions in several parts of the world. As the year progressed, businesses around the globe and in India made great progress towards recovery and reopening. This progress and recovery was uneven and often interrupted by new waves of virus outbreaks, like the weak third wave towards end of the financial year. However, as we exit FY22 in the backdrop of healthy vaccination coverage, we are ushering in a return to normalcy and hopefully a full rebound to pre-pandemic levels of economic activities.

I n this uncertain operating environment, our focus remained on the health and safety of our people, ensuring uninterrupted supply of our content, meeting the evolving demand of our consumers, safeguarding the environment and protecting our business model.

During the second wave of pandemic your company continued to focus its efforts on ensuring employee well-being and delivering the highest levels of medical support to the employees in need.

3. DIVIDEND

Equity Shares: Your Board has recommended payment off3 per equity share of the face value of f 1 each as final dividend for the financial year ended 31^st March 2022, subject to the approval of the Members of the Company at the ensuing Annual General Meeting (‘AGM’). This final dividend shall be payable on the outstanding Equity Share Capital of the Company as on Record Date i.e. Friday, 16^th September 2022. The expected outflow on account of equity dividend, based on current Paid-up Equity Share Capital of the Company, would aggregate to f 2,882 million.

The dividend recommended is in accordance with the Dividend Distribution Policy of the Company which is available on the Company’s website at www.zee.com.

Preference Shares: In accordance with the terms of Listed 6% Cumulative Redeemable Non-Convertible Preference Shares issued as Bonus Shares in 2014 (‘Bonus Preference Shares’), the Company had remitted an aggregate of f 225 million towards Pro-rata Preference Dividend of f 0.11145 on 20,169,423,120 Bonus Preference Shares for a period from 1^st April 2021 till the final Redemption date of 5^th March 2022.

Transfer to Reserves

The closing balance of the retained earnings of the Company for the financial year 2021-22, after all appropriation and adjustments was f 72,009 million.

4. BUSINESS OVERVIEW

During the year under review, your Company, like almost every other company, faced fair share of volatility and uncertainty due to COVID-19 pandemic. The year started amidst a very intense second wave of COVID-19 and this disrupted content creation and production, delayed theatrical releases and dented overall consumer confidence and curtailed advertising spending by Brands. Post a pandemic hit CY 20, the revenue of the Indian Media & Entertainment industry grew in CY 21 but remains lower than pre-pandemic levels. As per FICCI EY report, CY 21 industry revenues grew by 16.4% YoY to f 1,614 billion, but are still 11% below CY 19 levels.

Your Company advertising revenue recorded 17.3% growth in FY22 on the back of its strong market position, broad bouquet of channel offerings and strong relationships with brands and advertisers in the key segments. Subscription revenues marginally declined during the year. A softer performance in TV subscription was offset by higher subscription revenues from ZEE5. One of the significant factors hindering subscription revenue growth is the embargo on any change in channel / bouquet pricing by broadcasters till NTO 2.0 (New Tariff Order) is implemented. In absence of a clear way ahead on NTO 2.0, near-term outlook for subscription growth remains subdued. However, longer-term growth outlook continues to be strong. Your Company will continue to monitor NTO 2.0 guidelines and implement the same for improved revenue outcome.

ZEE5 has firmly established itself as the biggest publisher of original digital content in India, catering to audiences across the country and Indian diaspora globally. ZEE5 capitalised on this trend by releasing over 45 original on the platform during the year which has led to a growth in its paid subscriber base.

During the first half of the year, theatrical launches of movies were halted due to the second wave of COVID-19. However, in the second half of the year, with theatres re-opening, movies business was a key pillar of the recovery in the media & entertainment sector. At ZEE as well, your studios business performed remarkably well during latter part of the year, with films across languages including The Kashmir Files (Hindi), Valimai (Tamil), Qismat 2’ (Punjabi), ‘Pandu’ (Marathi) and ‘Bangarraju’ (Telugu) garnering an extremely positive reception at the box office.

As per FICCI-EY report, the Indian M&E industry is expected to grow at a CAGR of 13% to reach f 2,320 billion by 2024.

In the Domestic Broadcast Business, your Company exited the year with an all India viewership share of 17.1% in the last quarter and we continued to be amongst India’s strong and leading TV entertainment networks.

Further, with ZEE’s portfolio of 48 channels which caters to the diverse Indian audience across the country, we built on our strong language leadership to be among the top TV entertainment networks in 7 out of the 9 local markets where we are present.

The Company continues to focus its energies on evolving the content offerings to reflect the changing consumer needs, and significant efforts are directed towards other markets including Hindi, Marathi and Tamil with an aim to further strengthen our linear viewership share.

I n the International Broadcast Business, your Company continued to expand the reach of its channels across geographies with new distribution partnerships. Company’s content in 18 languages, including 8 foreign languages, is available in more than 170 countries.

ZEE5, your Company’s OTT platform, witnessed significant growth across all user parameters. The platform had 104.8 million and 10.5 illion global MAUs and DAUs, respectively in March 2022, with an average watch-time of 214 minutes per viewer during the month. Along with releasing a strong slate of original shows and movies, the platform also entered into partnerships with key players across the digital eco-system to make its content available to a wider audience. ZEE5 continued with its global expansion with launch in key international markets, including USA in June 2021.

Zee Studios, the movies business is a strategic part of our portfolio, and it plays a very synergistic and complimentary role in the success of our linear and digital businesses. Zee Studios produced/distributed 22 movies during the year, with a mix of theatrical and direct to digital (ZEE5) releases.

Zee Music Company, your Company’s music publishing arm, continued to expand its music catalogue across languages and maintained its position as the second most subscribed music channel on YouTube.

ZEE LIVE, Your Company hosted multiple live events and virtual events leveraging the reach of ZEE5 and satellite channels during the year.

5. CHANGES IN CAPITAL STRUCTURE

During the year under review:

• in accordance with the terms of Bonus Preference Shares, the Company had redeemed and remitted f 4,034 million towards 5^th and final tranche of redemption amount of f 2/- per share to the Bonus Preference Shareholders as at the Record date of 25^th February 2022. Consequent to this redemption, the Bonus Preference Shares stood fully redeemed and extinguished with effect from 5^th March 2022. As required under Section 55 of the Act, an amount equivalent to such Redemption value was credited to Capital Redemption Reserve Account of the Company. Further, pursuant to the provisions of the Income-tax Act, 1961, the said redemption amount was treated as dividend and necessary taxes were deducted thereon; and

• Issued and allotted 11,240 Equity Shares of f 1/- each upon exercise of stock options granted under the Company’s ESOP Scheme.

Consequent to the full redemption of Bonus Preference shares and issuance of equity shares under ESOP Scheme, the Paid-up Share Capital of the Company as on 31^st March 2022 stood at f 960,515,715 comprising of 960,515,715 equity shares of f 1 each.

Subsequent to closure of financial year, your Company had issued and allotted 3,705 equity shares upon exercise of stock options granted under the ESOP Scheme.

As on 31^st March 2022, promoters’ shareholding in the Company was 3.99%.

6. CREDIT RATING

Brickwork Ratings India Private Limited revised the rating assigned to the Company as the issuer of the Listed Bonus Preference Shares to ‘BWR A-’ stable/downgrade & resolved from Credit Watch with Negative Implications and simultaneously withdrawn the same on account of full redemption of the said Bonus Preference Shares.

7. SUBSIDIARIES, ASSOCIATES & JOINT VENTURES

As on 31^st March 2022, your Company had 21 (twenty-one) subsidiaries comprising of 3 (three) domestic subsidiaries and 18 (eighteen) overseas direct and stepdown subsidiaries and one Associate and one Joint Venture Company.

During the year under review:

• Three stepdown subsidiaries of the Company namely Zee Digital Convergence Limited, India Webportal Private Limited and Zee Network Distribution Limited have been merged with another wholly owned subsidiary Company namely Zee Studios Limited (earlier known as Essel Vision Productions Limited) with effect from 22^nd November 2021. Accordingly, Zee Digital Convergence Limited, India Webportal Private Limited and Zee Network Distribution Limited stood dissolved without winding up with effect from 22^nd November 2021.

• Digital Publishing Business Division of the Company was transferred to Indiadotcom Digital Private Limited (formerly known as Rapidcube Technologies Private Limited) through a Business Transfer Agreement.

• The entire stake in Fly-By-Wire International Private Limited (‘FBW’), subsidiary of the Company was sold by the Company on 18^th August 2021. Accordingly, FBW ceased to be a subsidiary of the Company with effect from 18^th August 2021.

• The entire stake in Idea Shop Web and Media Private Limited (‘ISWM’), stepdown subsidiary of the Company was sold by Zee Studios Limited, a wholly owned subsidiary of the Company on 31^st January 2022. Accordingly, ISWM ceased to be a stepdown subsidiary of the Company with effect from 31^st January 2022.

Apart from the above, there was no change in the number of Subsidiary/Associate/Joint Venture of the Company either by way of acquisition or divestment or otherwise during the year under review.

Your Company is in compliance with the FEMA regulations with respect to the downstream investments.

In accordance with the provisions of Regulation 16(1)(C) of the Listing Regulations pertaining to the threshold for determining Material Subsidiary of the Company, ATL Media Limited and Asia Today Limited (formerly known as Zee Multimedia (Maurice) Limited), wholly owned overseas subsidiaries were Material Subsidiaries of the Company during the financial year 2021-22.

The policy for determining material subsidiaries of the Company is available on the website of the Company at www.zee.com.

In compliance with Section 129 of the Act, a statement containing the salient features of the financial statements of all subsidiaries, associate and joint venture companies of the Company in the prescribed Form AOC-1 forms part of this Annual Report as Annexure A.

I n accordance with Section 136 of the Act, the Audited Financial Statements including the Consolidated Financial Statements and related information of the Company and the financial statements of each of the subsidiary companies are available on the website of the Company at www.zee.com.

8. COMPOSITE SCHEME OF ARRANGEMENT

The Board of Directors of the Company at its Board Meeting held on 21^st December 2021, subject to requisite approvals/consents, has considered and approved the Scheme of Arrangement under Sections 230 to 232 and other applicable provisions of the Act amongst the Company, Bangla Entertainment Private Limited (‘BEPL’) and Culver Max Entertainment Private Limited (formerly known as Sony Pictures Networks India Private Limited) (‘CMEPL’) and their respective shareholders and creditors (‘Scheme’). The Scheme provides inter alia the merger of the Company and BEPL into CMEPL; the consequent issue of equity shares of CMEPL to the shareholders of the Company and BEPL, in accordance with Sections 230 to 232 of the Act; dissolution without winding up of the Company and BEPL; appointment of Mr. Punit Goenka as the Managing Director & Chief Executive Officer of CMEPL on terms set out in the Scheme; and amendment of the Articles of Association of CMEPL.

The Scheme is subject to the approval of shareholders of the Company, Hon’ble National Company Law Tribunal, Mumbai Bench, Competition Commission of India, Ministry of Information and Broadcasting and any other regulatory authority as may be required under applicable laws or as directed by NCLT. The Company had filed the Scheme with BSE Limited, National Stock Exchange of India Limited and received No Observation Letters on 29^th July 2022.

The Company has also filed Scheme with Competition Commission of India and National Company Law Tribunal, Mumbai Bench for their approval.

The Scheme is in the interest of the shareholders, creditors, and all other stakeholders of the Company, CMEPL & BEPL and the public at large.

9. EMPLOYEE STOCK OPTION SCHEME

An aggregate of 14,945 Stock Options granted by the Company in pursuance of ZEE ESOP Scheme 2009 to Mr. Punit Misra, President - Content and International Markets, were outstanding as on 1^st April 2021. Upon exercise of vested Stock Options by Mr. Punit Misra, 11,240 Equity Shares were issued and allotted to him during FY 21-22 and 3,705 unvested Stock Options were outstanding as on 31^st March 2022.

Requisite disclosures as required under Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is annexed to this Annual Report as Annexure B. The Secretarial Auditors of the Company

The Company has received the following declarations from all the Independent Directors confirming that:

• they meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder, as well as of Regulation 16 (1) (b) of the Listing Regulations.

• in terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Director’s database maintained by the Indian Institute of Corporate Affairs.

• in terms of Regulation 25(8) of the Listing Regulations, they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

In terms of Regulation 25(9) of the Listing Regulations, based on the declarations from Independent Directors, the Board of Directors has ensured the veracity of the disclosures made under Regulation 25(8) of the Listing Regulations by the Independent Directors of the Company.

Number of meetings of the Board

During the financial year 2021-22, the Board of Directors met 11 (Eleven) times. The details of the meetings of the Board of Directors of the Company convened and attended by the Directors during the financial year 2021-22 are given in the Corporate Governance Report which forms part of this Annual Report.

Retirement by rotation

Mr. Punit Goenka, Managing Director & CEO is appointed for a period of 5 years and whose office is not liable to retire by rotation as per the resolution/approval by shareholders in their meeting dated 18^th September 2020. Further, as per clause 93(d) of Articles of Association (''AOA’) of the Company, the Managing Director shall not while he continues to hold that office be subject to retirement by rotation.

The Board presently comprises of 7 directors i.e. 5 Independent Directors, 1 Managing Director and 1 Additional Director (Non-Executive, Non-Independent). As per the provisions of Section 152(6) of the Act, Independent Directors of the Company are not liable to retire by rotation. Further, in terms of Section 161(1) of the Act, an additional director holds office upto the date of ensuing AGM. Accordingly, office of Mr. Adesh Gupta cannot be subject to retirement by rotation until his appointment is regularized in the ensuing AGM.

To comply with the provisions of Section 152(6) of the Act and given the present composition of Board, the office of Mr. Punit Goenka, Managing Director & CEO of the Company, as a director is being offered this year for determination by retirement by rotation at the ensuing AGM. The current retirement by rotation and re-appointment, if approved, shall not be deemed to be a break in his service as Managing Director & CEO. Further, the re-appointment of Mr. Punit Goenka as a director does not entail a change in the terms of Mr. Punit Goenka’s appointment as the Managing Director & CEO of the Company. The current retirement and re-appointment is being undertaken at this time solely to ensure compliance with applicable

M/s. Vinod Kothari & Co., Company Secretaries (Firm Registration No. P1996WB042300) have certified that the Company’s Employee Stock Option Scheme has been implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the shareholders.

Subsequent to closure of financial year, 3,705 Equity Shares were issued and allotted to Mr. Punit Misra upon exercise of options vested in April 2022.

10. CORPORATE SOCIAL RESPONSIBILITY

During the year under review, total CSR obligation of the Company was f 437 million as per Section 135 of the Act.

The Company had contributed an aggregate of f 437 million towards various CSR Projects, detailed in the Annual Report, on CSR annexed to this report which includes f 179 million, allocated for the ongoing project and transferred to ‘the Unspent CSR Account for FY 2021-22’ of the Company on 26^th April 2022 as per provision of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 (‘CSR Rules’) as amended from time to time.

In compliance with the provisions of Section 135 of the Act and CSR Rules as amended from time to time, Annual Report on CSR activities for the financial year ended 31^st March 2022 is annexed to this Annual Report as Annexure C.

11. CORPORATE GOVERNANCE AND POLICIES

In order to maximise shareholders value on a sustained basis, your Company has been constantly reassessing and benchmarking itself with well established Corporate Governance practices besides strictly complying with the requirements of Listing Regulations, applicable provisions of the Act and applicable Secretarial Standards issued by the Institute of Company Secretaries of India (‘ICSI’).

In terms of Schedule V of the Listing Regulations, a detailed report on Corporate Governance along with Compliance Certificate issued by M/s. Vinod Kothari & Co., Company Secretaries (Firm Registration No. P1996WB042300), Secretarial Auditors of the Company form part of this Annual Report. Management Discussion and Analysis Report as per Listing Regulations is presented in separate section form part of this Annual Report.

I n compliance with the requirements of the Act and the Listing Regulations, your Board had approved various Policies including Code of Conduct for Directors and Senior Management, Policy for Determining Material Subsidiary, Document Preservation Policy, Policy for Determination of Materiality of Events and Information, Fair Disclosure Policy, CSR Policy, Whistle Blower & Vigil Mechanism Policy, Policy on Dealing with Materiality of Related Party Transaction, Nomination and Remuneration Policy, Insider Trading Code and Dividend Distribution Policy. These policies & codes along with the Directors Familiarisation Programme and terms and conditions for appointment of Independent Directors are available on Company’s website at www.zee.com.

I n compliance with the requirements of Section 178 of the Act, the Nomination & Remuneration Committee of your Board had fixed various criteria for nominating a person on the Board which inter alia includes the requirement of desired size and composition of the Board, age limits, qualification, experience, areas of expertise and independence of individual.

12. DIRECTORS & KEY MANAGERIAL PERSONNEL I. Board of Directors

The Company has a balanced Board with combination of Executive and Non-Executive Directors. The Board currently comprises of 7 (seven) Directors including 1 (one) Executive Director, 1 (one) Non-Executive Director and 5 (five) Independent Directors which includes one Independent Woman Director.

During the year under review:

a) Mr. Manish Chokhani and Mr. Ashok Kurien resigned as Non-Executive Non-Independent Directors of the Company with effect from 13^th September 2021.

b) Mr. Adesh Kumar Gupta, upon completion of his second term as an Independent Director, ceased to be a Director of the Company on close of business hours on 29^th December 2021. However, considering his contribution as an Independent Director, he was appointed as an Additional Director in the category of Non-Executive Non-Independent Director of the Company with effect from 30^th December 2021.

Requisite intimations with respect to the changes in Directors during the year had been made to and approved by the Ministry of Information and Broadcasting.

I n terms of Section 161 of the Act, Mr. Adesh Kumar Gupta shall hold office as a Director of the Company till the ensuing AGM. Your Company has received notices from Member(s) proposing his appointment and requisite proposal seeking your approval for his appointment forms part of the Notice of the ensuing AGM. Your Board recommends this proposal for approval of the Shareholders.

Further, the notice of ensuing Annual General Meeting includes a proposal seeking members’ approval by way of Special Resolution for re-appointment of Mr. R. Gopalan as an Independent Director for the second term of 3 years from expiry of his current term on 24^th November 2022. Your Company has received a notice from members proposing such re-appointment of Mr. R. Gopalan as an Independent Director for second term and based on performance evaluation process and communication received from Mr. R. Gopalan confirming that he continues to meet the criteria of Independence. Your Board recommends his re-appointment as an Independent Director for the second term of 3 years upon expiry of the current term on 24^th November 2022.

Declaration of independence from Independent Directors

I n terms of Section 149 of the Act and Regulation 16(1)(b) of the Listing Regulations, Mr. R. Gopalan, Mr. Piyush Pandey, Mrs. Alicia Yi, Mr. Sasha Mirchandani and Mr. Vivek Mehra are Independent Directors of the Company.

law. Your Board recommends his re-appointment. Requisite proposal seeking shareholders’ approval for his re-appointment along with other required details forms part of the AGM Notice.

II. Key Managerial Personnel

Key Managerial Personnel of the Company as on 31^st March 2022 comprised of Mr. Punit Goenka, Managing Director & CEO, Mr. Rohit Kumar Gupta, Chief Financial Officer and Mr. Ashish Agarwal, Chief Compliance Officer & Company Secretary.

13. PERFORMANCEEVALUATION

Pursuant to the provisions of the Act and Listing Regulations, the evaluation of annual performance of the Directors, Board and Board Committees was carried out for the financial year 2021-22. The details of the evaluation process are set out in the Corporate Governance Report which forms part of this Annual Report.

Performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated in a separate meeting of Independent Directors.

Further, at the board meeting, followed by the meeting of the independent directors, the performance of the Board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

14. BOARD COMMITTEES

In compliance with the requirements of Act and Listing Regulations, your Board has constituted various Board Committees including Audit Committee, Risk Management Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. Details of the constitution of these Committees are available on the website of the Company at www.zee.com. Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members therein form part of the Corporate Governance Report which is annexed to this report.

15. AUDITORS Statutory Audit

At the 35^th Annual General Meeting held on 12^th July 2017, the Shareholders had approved the appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants having Firm Registration No. 117366W/W-100018 as Statutory Auditors of the Company until the conclusion of the ensuing 40^th AGM.

Based on the recommendations of the Audit Committee and upon review of confirmations of satisfaction of criteria as specified in Section 141 of the Act read with Rule 4 of Companies (Audit & Auditors) Rules, 2014, your Board has, subject to approval of the Members at the ensuing Annual General Meeting, approved appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013), as Statutory Auditors of the Company for a period of five years from the conclusion of the ensuing 40^th AGM till the conclusion of 45^th AGM at a remuneration to be

determined by the Board of Directors of the Company in addition to the out of pocket expenses as may be incurred by them during the course of the Audit. Requisite proposal for appointment of M/s. Walker Chandiok & Co LLP, as Statutory Auditors of the company forms part of the Notice of ensuing AGM.

The Statutory Audit Report of M/s. Deloitte Haskins & Sells LLP., Chartered Accountants do not contain any qualification, reservation or adverse remarks on Standalone Audited Financial Results of the Company for the financial year 2021-22.

Further, the Auditors’ qualification in respect of modified opinion on Consolidated Audited Financial Results has been dealt with in Note no. 36 of the Notes to the consolidated audited financial statements. The matter is subjudice relating to a dispute in an overseas subsidiary of the Company. The Auditors’ Report is enclosed with the financial statements in the Annual Report.

Secretarial Audit

During the year under review, M/s. Vinod Kothari & Co., Company Secretaries (Firm Registration No. P1996WB042300) were appointed as Secretarial Auditors to conduct the Secretarial Audit of your Company for the financial year ended 31^st March 2022. The unqualified Secretarial Audit report is annexed to this Annual Report as Annexure E.

Further, pursuant to the provisions of Regulation 24A read with SEBI Circular no. CIR/CFD/CMD1/27/2019 dated 08^th February 2019, the Secretarial Compliance Report, issued by Secretarial Auditors of the Company, confirming that the Company had complied with all applicable SEBI Regulations/circulars/guidelines during the financial year ended 31^st March 2022, was filed with the stock exchanges.

Cost Audit

In compliance with the provisions of Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, M/s. Vaibhav P Joshi & Associates, Cost Accountant, (Firm Registration No. 101329) was appointed as Cost Auditor to conduct the Audit of Cost Records of the Company for financial year 2021-22. Requisite proposal for ratification of remuneration payable to the Cost Auditor for FY 2021-22 by the Members as required under the Rule 14 of Companies (Audit and Auditors) Rules, 2014, forms part of the Notice of ensuing AGM.

The Company has maintained cost accounts and records in accordance with the provisions of Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014.

16. HUMAN RESOURCES & PARTICULARS OF EMPLOYEES

FY21-22 has been a transformational year for both, ZEE and the overall industry at large. At ZEE, we kicked off our digital pivot - ZEE 4.0, that is focused on shaping the next lifecycle of the organisation and preparing it to succeed in an increasingly digital world. Even as we launched this transformation, we had to manage through a once in a lifetime disruption caused by the second wave of the COVID-19 pandemic which among other things continues to reshape the talent dynamics in India and globally. Managing business continuity, ensuring employee safety and driving the transformation of the

Company have been the key themes last year. The key anchors of this effort have been - Culture & Capability, Leadership, Employee Experience, Diversity and Employer Brand.

The COVID challenge consisted of two parts - the first which was focused ensuring employee safety and delivering the highest levels of medical support for employees and their families during the second wave of the pandemic and the second, which has been to create enabling platforms that allowed the Company to shift seamlessly to a hybrid working format without a drop in productivity and effectiveness.

Organisation transformations are inside out and similarly, our focus has been to nudge the organisation culture around the four anchors of Exponential Thinking; Execution Excellence; Hunger for Impact and Seamless Collaboration. These drivers of organisational performance and the ZEE 4.0 digital transformation have been incorporated into our new performance and rewards framework and further, rolled out through recognition platforms - Zeelompics; Cheers4Peers that are intended to nudge the adoption of these new behaviours.

The pandemic severely impacted our ability and plans of delivering in person, traditional formats of capability building and leadership development. In response to these constraints, we executed a year-long virtual learning festival. Our platform, ZEEcademy has helped ensure that the learning journey of our employees is not compromised. By the end of the year, we have delivered exceptional learning outcomes through this platform which have not only exceeded our expectations but also exceeded most global benchmarks on adoption, time spent, number of learners and other important metrics.

Achieving the highest standards of employee experience is not just critical to engage and retain employees but is central to delivering the highest standards of customer experience. Through the year the Company has rolled out a series of initiatives to significantly enhance our employee experience through initiatives that reduce friction in employee transactions; building an enabling policy framework; increasing employee listening and engagement and overall improving the quality of internal service.

We are an interesting amalgam of diverse mindsets, cross functional talents and boundless energy. Diversity, Equity and Inclusion therefore is a cornerstone of our success and we have substantially increased our investments in building and protecting diversity within the Company. ZEE won the Economic Times award for Best Workplaces for Women 2021 and our Women Leaders Podcast initiative got noticed and won the Pioneering Initiative award at the D&I Summit 2022.

Last year we invested in building a technology and innovation Centre in Bengaluru as part of our overall digital pivot. This Centre will help not just allow us to own our IP but also ensure a much better speed to market across all our digital platforms. The Centre which has more than 500 engineers gives us an unparalleled edge in race to win in the digital ecosystem. The state-of-the-art Centre was built, staffed and inaugurated last year and we are proud to have successfully built a strong digital employer brand that has seen us attract the best and

brightest in the digital/engineering world in a short span of time. As on 31^st March 2022, your Company had 3,182 employees.

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

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

Your Company is into the business of Broadcasting of General Entertainment Television Channels and extensively uses world-class technology in its Broadcast Operations. However, since this business does not involve any manufacturing activity, most of the Information required to be provided under Section 134(3) (m) of the Act read with the Companies (Accounts) Rules, 2014, are Nil/Not applicable. The information, as applicable, are given hereunder:

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

Technology Absorption: Your Company has now rapidly advanced towards a customer centric media machine with device independent deliveries supported by an advanced fabric of technology which is globally dispersed and is format and delivery agonistic. The transformation has been across all vertical spanning from Business Management Systems, Operations, OTT and Linear segments. This helps your Company to engage customers and clients alike in an integrated environment to maximise experiences and revenues.

This has required major upgradations in Liner broadcast, OTT and Operations Infrastructure to manage, retrieve and deliver content globally with fuzzy attributes which are customisable and optimised at all times for multiple screens and delivery architectures. Your Company has continued to delve on the strengths developed as a globally dispersed media engine and media architectures revolving around the use of cloud-based interfaces. We continue to build on our strengths of massively redundant storage and access architectures to make the entire operations highly resilient and assure continuity of services, customer interaction and revenues. Your organisation continues to move ahead with the next generation modern cloud based creative collaboration, editing, content review solutions to create a globally competitive media organisation.

Foreign Exchange Earnings & Outgo: During the financial year 2021-22, the Company had Foreign Exchange earnings of T 4,497 million and outgo of T 1,423 million.

18. DISCLOSURES

i. Particulars of loans, guarantees and investments: Particulars of loans, guarantees and investments made by the Company as required under Section 186(4) of the Act and the Listing

Regulations are contained in Note No. 51 to the Standalone Financial Statements.

ii. Transactions with Related Parties: All contracts/arrangements/ transactions entered by the Company during the financial year with related parties were on an arm’s length basis, in the ordinary course of business and in compliance with the applicable provisions of the Act, Listing Regulations and Policy on dealing with and materiality of Related Party Transactions. During FY 2021-22, there were no material Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other Designated Persons which may have a potential conflict with the interest of the Company at large. In accordance with the approach and directives of the Board of Directors, the transactions with related parties (other than subsidiaries) have been reduced during the year under review i.e. 25% reduction in income and 15% reduction in expenses (excluding Siti Networks).

All related party transactions, specifying the nature, value, terms and conditions of the transactions including the arms-length justification, were placed before the Audit Committee for its approval and statement of all related party transactions carried out was placed before the Audit Committee for its review on a quarterly basis. During the year under review, there have been no material related party transactions entered into by the Company as defined under Section 188 of the Act and Regulations 23 of the Listing Regulations and accordingly, no transactions are required to be reported in Form AOC-2 as per Section 188 of the Act.

iii. RiskManagement: Your Company has well-defined operational processes to ensure that risks are identified and the operating management is responsible for identifying and implementing the mitigation plans for operational and process risks. Key strategic and business risks are identified and managed by senior management team with active participation of the Risk Management Committee. The risks that matter and their mitigation plans are updated and reviewed periodically by the Risk Management Committee of your Board and integrated in the Business plan for each year. Further, subsequent to implementation of stringent policies on content advances as per the Risk Management Committee directives which include parameters like milestone-based advances etc., the committee also regularly monitors the adherence of the policy to ensure the level of advances commensurate with the operations of the Company. The details of constitution, scope and meetings of the Risk Management Committee forms part of the Corporate Governance Report. In the opinion of the Board, currently, there are no risks that may threaten existence of the Company.

iv. Vigil Mechanism: The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees, in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behaviour. The details of the policy have been disclosed in the Corporate Governance Report, which forms

part of this Annual Report and is also available on website of the company at www.zee.com.

v. Internal Financial Controls and their adequacy: Your Company has adequate internal financial controls and processes for orderly and efficient conduct of the business including safeguarding of assets, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically and at the end of each financial year and provides guidance for strengthening of such controls wherever necessary. During the year under review, no fraud has been reported by the Auditors to the Audit Committee or the Board.

vi. Compliance with Secretarial Standards: Your Company has complied with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India, relating to Board Meetings and General Meetings.

vii. Deposits & Unclaimed Dividend/Shares: Your Company has not accepted any public deposit under Chapter V of the Act.

During the year under review, in terms of the applicable provisions of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time (‘IEPF Rules’), unclaimed dividend for financial year 2013-14 aggregating to f 2.50 million was transferred to Investors Education and Protection Fund.

Further, during the year under review, in compliance with the requirements of IEPF Rules, your Company had transferred 38,441 Unclaimed Equity Shares of f 1 each to the beneficiary account of IEPF Authority.

The said Unclaimed Dividend and/or Unclaimed Equity Shares can be claimed by the Shareholders from IEPF Authority after following process prescribed in IEPF Rules. During FY 2021-22, an aggregate of 87 Unclaimed Equity Shares of the Company were re-transferred by the IEPF Authority to the beneficiary accounts of respective Claimants, upon specific refund claims and completion of verification process by the Company and IEPF Authority.

viii. Annual Return: Pursuant to the amended provisions of Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return in Form MGT-7 is available on website of the Company at www.zee.com.

ix. Sexual Harassment: Your Company is committed to provide safe and conducive working environment to all its employees (permanent, contractual, temporary and trainees etc.) and has

have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as on 31^st March 2022, and, of the profits of the Company for the financial year ended on that date;

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

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

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

zero tolerance for sexual harassment at workplace. In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules thereunder, your Company has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace and has constituted Internal Committees across various locations to redress complaints received regarding sexual harassment.

During the year under review, three complaints were received by the Company and were investigated in accordance with the procedure and resolved.

Hence, no complaint is pending at the end of financial year 2021-22.

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

xi. The Managing Director of the Company does not receive any remuneration or commission from any of its subsidiaries

xii. An application has been filed under Section 7 of the Insolvency and Bankruptcy Code, 2016 read with Rule 4 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules 2016 by IndusInd Bank Limited (‘Bank’), claiming to be a Financial Creditor, before the Hon''ble National Company Law Tribunal, Mumbai Bench for initiation of Corporate Insolvency Resolution Process against the Company, claiming a default of '' 83,08,00,000/ - (“CIRP Application”). Filing of the said CIRP Application is in breach of the orders of the Hon’ble Delhi High court dated 25^th February 2021 as modified by the order of 3^rd December 2021 passed in the Company''s Appeal No. (FAO(OS) (Comm) 15/2021). Therefore, an Interlocutory Application filed by the Company before the Hon’ble National Company Law Tribunal seeking an outright dismissal/rejection of the petition filed by the Bank is pending for hearing.

19. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, in relation to the Annual Accounts

for the financial year 2021-22, your Directors confirm that:

(a) The Annual Accounts of the Company have been prepared on a going concern basis;

(b) I n the preparation of the Annual Accounts, the applicable accounting standards had been followed and there is no material departures;

(c) The accounting policies selected were applied consistently and the judgements and estimates related to these annual accounts

20. ACKNOWLEDGEMENTS

Employees are vital and most valuable assets of your Company. Your Directors value the professionalism and commitment of all employees of the Company and place on record their appreciation of the contribution and efforts made by all the employees in ensuring excellent all-round performance. Your Board also thank and express their gratitude for the support and co-operation received from all the stakeholders including viewers, producers, customers, vendors, advertising agencies, investors, bankers and regulatory authorities.

For and on behalf of the Board

Punit Goenka

Managing Director & CEO

Vivek Mehra

Director

Place: Mumbai Date: 12^th August 2022

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Mar 31, 2021

Your Directors are pleased to present the 39^th Annual Report of your Company’s business and operations along with the Audited Financial Statements (standalone and consolidated) for the financial year ended March 31, 2021.

1. FINANCIAL RESULTS

The financial performance of your Company for the financial year ended March 31, 2021 is summarized below: C million)

Particulars	Standalone Year Ended		Consolidated Year Ended
	31.03.2021	31.03.2020 (Restated)*	31.03.2021	31.03.2020
Revenue from Operations	66,654	72,935	77,299	81,299
Other Income	2,624	2,309	1,104	2,836
Total Income	69,278	75,244	78,403	84,135
Total Expenses	51,988	60,269	64,580	71,705
Share of Associates / Joint Ventures	-	-	(1)	(24)
Exceptional Items	(1,266)	(2,843)	(1,266)	(2,843)
Profit Before Tax	16,024	12,132	12,556	9,563
Provision for Taxation (net)	4,814	4,614	4,625	4,317
Profit after Tax	11,210	7,518	7,931	5,246

*refer note 50 of Standalone financial statements for details.

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report, which affect the financial position of Zee Entertainment Enterprises Limited (‘the Company’ or ‘ZEE’). Based on the internal financial control framework and compliance systems established in the Company, the work performed by Statutory, Internal, Secretarial Auditors and reviews performed by the management and/or the Audit Committee of the Board, your Board of Directors (‘Board’) is of the opinion that the Company’s internal financial controls are adequate and working effectively during the financial year 2020-21.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the Companies Act, 2013 (‘Act’), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) and applicable Accounting Standards, the consolidated audited financial statements of the Company for the financial year 2020-21 together with the Auditors’ Report form part of this Annual Report.

2. COVID-19

The outbreak of Coronavirus (COVID-19) pandemic has caused significant disturbance to the economic activity across the globe. Businesses have been forced to temporarily cease or limit their operations since Mar-20 in India. Measures taken to contain the spread of the virus, including travel bans, quarantines, social distancing and closures of non-essential services triggered significant disruptions across businesses, resulting in one of the worst economic slowdowns that the country has seen.

As an industry leader, your Company ensured that audiences continued to receive entertainment content through their television sets or mobile phones as they stayed indoors during the lockdown. The Company was quick to embrace and utilize technological solutions to create as much fresh content as possible for its consumers despite the restrictions imposed during the lockdown. From shooting at home, to shifting shoot locations outside containment zones, to acquiring licensed content, the Company tried to keep the consumers engaged with unique solutions. It also leveraged technology solutions across its key functions, to create a bedrock for creative innovations in content

offering. The Company enabled remote content production on mobile phones and professional cameras by using AV production technologies to support broadcast, digital and social platforms. These initiatives ensured that your Company stayed connected with its audience through the period of disruption.

The health and safety of all employees has always been the top priority of your Company. In line with the guidelines issued by the Government, the Company implemented key measures across every touchpoint to ensure the safety of its people. The Company has always been agile in adapting to change, which made the transition to ‘Work from Home’ operations swift and smooth, ensuring business continuity and minimal disruption to viewers. The teams were quick to adapt to the new way of working with all the meetings across business verticals and functions being conducted online. For critical operations which needed people to be present onsite, proactive steps were taken in transforming the workspace keeping social distancing norms at the fore. Safety and hygiene protocols, including alternate seating arrangements, a clean desk policy and temperature screening at all entry points ensured safety of the employees. Your Company also set up a 24-hour emergency helpline with doctors and counsellors to address medical queries and the emotional well-being of its people. The Company also partnered with various companies for providing services like testing kits, isolation facilities, ambulance and food delivery services for employees and their families. Your Company continued to take critical steps in ensuring the safety of its people by initiating a vaccination program for all its employees and their families as soon as the government allowed private sector’s participation.

3. DIVIDEND

Equity Shares: Your Directors has recommended payment of ? 2.50 per equity share of the face value of ? 1 each as final dividend for the financial year ended March 31, 2021, subject to the approval of the Members of the Company at the ensuing Annual General Meeting (‘AGM’). This final dividend shall be payable on the outstanding Equity Share Capital of the Company as on Record Date i.e. September 3, 2021. The expected outflow on account of equity dividend, based on current Paid-up Equity Share Capital of the Company, would aggregate to ? 2401 million.

In view of the changes made under the Income-tax Act, 1961, by amending the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. Accordingly, the company shall make the payment of the final dividend after deduction of tax at source.

The dividend recommended is in accordance with the Dividend Distribution Policy of the Company which is available on the Company’s website at www.zee.com.

Preference Shares: In accordance with the terms of Listed 6% Cumulative Redeemable Non-Convertible Preference Shares issued as Bonus Shares in 2014 (‘Bonus Preference Shares’), the Company had remitted an aggregate Preference Dividend of ? 466.8 million, comprising of:

• Pro-rata Preference Dividend of ? 0.11145 on the redemption value of ? 2 per Bonus Preference Share for the period from April 1, 2020 till the Redemption date of March 5, 2021; and

• Preference Dividend of ? 0.12 per share for FY 2020-21 on the Bonus Preference Shares of ? 2 per share post redemption.

Transfer to Reserves

The closing balance of the retained earnings of the Company for financial year 2020-21, after all appropriation and adjustments was ? 65,047 million.

4. BUSINESS OVERVIEW

During the year under review, your Company, like almost every other company, faced disruption due to COVID-19. The nationwide lockdown implemented in the first quarter and the economic slowdown which followed created massive headwinds in the first half of the fiscal. There was an impact on both operations as well as financial performance during the year due to the pandemic. Original content production came to a complete halt for a period of around 3 months leading to a drop in viewership and revenue. As per the FICCI EY Report, Indian M&E industry declined by 13% YoY in CY20. The decline was led mainly by advertising which saw a degrowth of 25%.

Television industry advertising revenues saw a degrowth of 22% in CY20 and your Company performed slightly better with 20% decline in its advertising revenues. The subscription revenues of the Company were resilient and registered a 5.2% like-to-like growth during the year. In January 2020, TRAI, the industry regulatory body had issued a set of amendments to the tariff order which had been implemented earlier that year. These changes were legally challenged by various broadcasters, distributors and industry bodies. As the court had mandated that a status quo be maintained on the subscription pricing till the verdict is announced, the ability of your Company to grow broadcast subscription revenue was limited during the year. Digital content consumption got a boost in the last fiscal due to absence of fresh content on television for around 3 months. ZEE5 capitalized on this trend by releasing over 75 shows and original movies on the platform last year which led to a growth in its paid subscriber base. ZEE5 has firmly established itself as the biggest publisher of original digital content in India, catering to audiences across the country. During the year, movie production and distribution calendar was impacted due to cinema halls being completely or partially shut for most of the year. Zee Music Company’s plans were also hampered due to lack of new movies released during the year, however, the music label continued to expand its music library through acquisition of music titles across languages. As per the

FICCI-EY report, the Indian M&E industry is expected to grow at a CAGR of 17% to reach ? 2,234 billion by 2023.

In the Domestic Broadcast Business, your Company exited the year with an all-India viewership share of 18.9% in the last quarter. The Company launched 2 new channels, further strengthening its position as a pan-India network with the widest language footprint.

In the Hindi General Entertainment segment, Zee TV was the #3 channel during the year and &TV continued to focus on the viewers from the states of the Hindi heartland with its programming line-up. Zee Anmol was relaunched on the DD FreeDish platform in June 2020 which led to a sharp jump in its viewership.

In the Hindi movie segment, your Company’s portfolio of movie channels further strengthened its #1 position, driven by a strong catalogue of movies across genres.

In the Regional markets, Zee Kannada continued to be the #1 channel and Zee Telugu showed strong improvement in market share as the #2 player. Zee Bangla and Zee Marathi lost their #1 positions during the year and are working on a content revamp plan to help win back leadership. Zee Keralam became the fastest GEC to reach #2 position in April 2021 in less than 2.5 years of launch. The new entrants in the portfolio - Zee Biskope, Zee Punjabi, Zee Thirai and Zee Pichhar, exhibited strong performance in the first year.

In the International Broadcast Business, your Company continued to expand the reach of its channels across geographies with new distribution partnerships. Company’s content in 18 languages, including 8 foreign languages, is available in more than 170 countries.

ZEE5, your Company’s OTT platform, witnessed significant growth across all user parameters. The platform had 72.6mn and 6.1mn global MAUs and DAUs, respectively in March 2021, with an average watch-time of 156 minutes per viewer during the month. Along with releasing a strong slate of original shows and movies, the platform also entered into partnerships with key players across the digital eco-system to make its content available to a wider audience. ZEE5 continued with its global expansion with launch in key international markets, including USA in June 2021.

Zee Studios launched ZeePlex during the year, a pay-per-view platform which enabled consumers to watch new movies from the comfort of their homes while cinema halls continued to remain shut for most of the year. Zee Studios produced/distributed 8 movies during the year, with a mix of theatrical, ZeePlex and direct to digital (ZEE5) releases. Zee Music Company, your Company’s music publishing arm, continued to expand its music catalogue across languages and maintained its position as the second most subscribed music channel on YouTube. Zee Live, the live entertainment vertical, launched digital entertainment IPs across various entertainment genres due to restrictions on large physical gatherings.

5. CHANGES IN CAPITAL STRUCTURE

During the year under review, your Company had:

• Redeemed 20% of Nominal value of Bonus Preference Shares, on the 7^th anniversary and as per the terms of its issuance, resulting in outflow of ? 4034 million towards the said redemption at the rate of ? 2 per Preference Share. Consequent to this redemption, the face value of Preference Share was changed to ? 2 each. As required under Section 55 of the Act, an amount equivalent to such Redemption value was credited to Capital Redemption Reserve Account of the Company. Further, pursuant to the provisions of the Income-tax Act, 1961, the said redemption amount was treated as dividend and necessary taxes were deducted thereon;

• Issued and allotted 21,240 Equity Shares of ? 1 each upon exercise of stock options granted under the Company’s ESOP Scheme.

Consequent to the above redemption and issuance of securities, the Paid-up Share Capital of the Company as on March 31, 2021 stood at ? 4,994,389,099 comprising of 960,504,475 equity shares of ? 1 each and 2,016,942,312 Bonus Preference Shares of ? 2 each. Subsequent to closure of the financial year, your Company had issued and allotted 11,240 equity shares upon exercise of stock options granted under the ESOP Scheme.

As on March 31, 2021, promoters’ shareholding in the Company was 3.99%.

6. CREDIT RATING

During the year under review, Brickwork Ratings India Private Limited had revised the rating assigned to the Company as the issuer of the Listed Bonus Preference Shares to ‘BWR AA-’ denoting Credit Watch with Negative Implications due to decline in profitability and margin for the year ended FY20. Subsequently, the rating was revised to ‘BWR A’.

7. SUBSIDIARIES, ASSOCIATES & JOINT VENTURES

As on March 31, 2021, your Company had 26 (twenty-six) subsidiaries comprising of 8 (eight) domestic subsidiaries and 18 (eighteen) overseas direct and step-down subsidiaries, one Associate and one Joint Venture Company.

During the year under review:

• Zee TV USA. Inc, an overseas subsidiary of the Company was dissolved with effect from May 1, 2020.

• Zee Technologies (Guangzhou) Limited, an overseas subsidiary of the Company was dissolved with effect from December 9, 2020.

• 49% equity stake in Fly-By-Wire International Private Limited, subsidiary of the Company was sold with effect from July 31, 2020.

• The Company sold 100% equity stake in its four wholly owned subsidiaries namely Zee Unimedia Limited, Zee Digital Convergence Limited, India Webportal Private Limited and Zee Network Distribution Limited to another wholly owned subsidiary Company namely Zee Studios Limited (earlier known as Essel Vision Productions Limited). Accordingly, Zee Unimedia Limited, Zee Digital Convergence Limited, India Webportal Private Limited ceased to be direct wholly owned subsidiaries of the Company and became step-down subsidiaries of the Company with effect from September 30, 2020. Likewise, Zee Network Distribution Limited ceased to be direct wholly owned subsidiary of the Company and became step-down subsidiary of the Company with effect from October 22, 2020.

• The Board of Directors of the Company had, at its meeting held on December 17, 2020, subject to requisite approvals, considered and approved to transfer its Digital Publishing Business Division to Rapidcube Technologies Private Limited (‘Rapidcube’) through a Business Transfer Agreement at a consideration of ? 638 million. The Company is in process of obtaining requisite Regulatory approvals for the said transaction.

• The Company has acquired film production and distribution business as a going concern, on a slump sale basis from Zee Studios Limited (formerly known as Essel Vision Productions Limited), a wholly owned subsidiary of the Company, for a cash consideration of ? 2695 million and on such terms and conditions as contained in the Business Transfer Agreement (‘BTA’) with effect from close of the business hours on February 28, 2021.

Apart from the above, there was no change in the number of Subsidiary/ Associate/Joint Venture of the Company either by way of acquisition or divestment or otherwise during the year under review.

Your Company has obtained a certificate from its Statutory Auditors certifying that the Company is in compliance with the FEMA regulations with respect to the downstream investments.

In accordance with the provisions of Regulation 16(1)(C) of the Listing Regulations pertaining to the thershold for determining Material Subsidiary of the Company, ATL Media Limited, a wholly owned overseas subsidiary was a Material Subsidiary of the Company during the financial year 2020-21.

The policy for determining material subsidiaries of the Company is available on the website of the Company at www.zee.com.

In compliance with Section 129 of the Act, a statement containing the salient features of the financial statements of all subsidiary, associate and joint venture companies of the Company in the prescribed Form AOC-1 forms part of this Annual Report as Annexure A.

In accordance with Section 136 of the Act, the Audited Financial Statements including the Consolidated Financial Statements and related information of the Company and the financial statements of each of subsidiary companies are available on the website of the Company at www.zee.com.

8. EMPLOYEE STOCK OPTION SCHEME

An aggregate of 36,185 Stock Options, issued by the Company in pursuance of ZEE ESOP Scheme 2009 to Mr. Punit Misra, President - Content and International Markets, were outstanding as on April 1, 2020. Upon exercise of vested Stock Options by Mr. Punit Misra, 21,240 Equity Shares were issued and allotted to him during FY 20-21 and 14,945 unvested Stock Options were outstanding as on March 31, 2021.

Requisite disclosures as required under Regulation 14 of the Securities Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 is annexed to this Annual Report as Annexure B. The Statutory Auditors of the Company M/s. Deloitte Haskins & Sells LLP, Chartered Accountants have certified that the Company’s Employee Stock Option Scheme has been implemented in accordance with Securities Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and the resolution passed by the shareholders.

Subsequent to closure of the financial year, 11,240 Equity Shares were issued and allotted to Mr. Punit Misra upon exercise of options vested in April 2021.

9. CORPORATE SOCIAL RESPONSIBLITY

During the year under review, total CSR obligation of the Company was ? 499.18 million.

The Company had contributed an aggregate of ? 500.04 million towards various CSR Projects detailed in the Annual Report on CSR annexed to this report which includes the CSR expenditure of ? 96.90 million, allocated for the ongoing project and transferred to ‘the Unspent CSR Account for FY 2020-21’ of the Company on April 29, 2021 as per provision of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 (‘CSR Rules’) as amended from time to time.

Your Company has obtained a certificate from its Statutory Auditors certifying that Company’s CSR expenditures towards ex-gratia payments to Daily Wage Earners, incurred during the financial year ended March 31, 2021, are in accordance with the General Circular No. 15 /2020 dated April 10, 2020 of Ministry of Corporate Affairs and provisions of Section 135 of the Act and CSR Rules.

In compliance with the provisions of Section 135 of the Act and CSR Rules as amended from time to time, Annual report on CSR activities for the financial year ended March 31, 2021 is annexed to this Annual Report as Annexure C.

10. CORPORATE GOVERNANCE AND POLICIES

In order to maximize shareholders value on a sustained basis, your Company has been constantly reassessing and benchmarking itself with well-established Corporate Governance practices besides strictly complying with the requirements of Listing Regulations, applicable provisions of the Act and

applicable Secretarial Standards issued by the Institute of Company Secretaries of India (‘ICSI’).

In terms of Schedule V of the Listing Regulations, a detailed report on Corporate Governance along with Compliance Certificate issued by the Statutory Auditors of the Company form part of this Annual Report. Management Discussion and Analysis Report and Business Responsibility Report as per Listing Regulations are presented in separate sections form part of this Annual Report.

In compliance with the requirements of the Act and the Listing Regulations, your Board had approved various Policies including Code of Conduct for Directors and Senior Management, Policy for Determining Material Subsidiary, Document Preservation Policy, Policy for Determination of Materiality of Events and Information, Fair Disclosure Policy, CSR Policy, Whistle Blower & Vigil Mechanism Policy, Policy on Dealing with Materiality of Related Party Transaction, Remuneration Policy, Insider Trading Code and Dividend Distribution Policy. These policies & codes along with the Directors Familiarization Program and terms and conditions for appointment of Independent Directors are available on Company’s website at www.zee.com.

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

11. DIRECTORS & KEY MANAGERIAL PERSONNEL

I. Board of Directors

The Company has a balanced Board with combination of Executive

and Non-Executive Directors. The Board currently comprises of 9 (nine)

Directors including 1 (one) Executive Director, 2 (two) Non-Executive

Directors and 6 (six) Independent Directors which includes one Independent

Woman Director.

During the year under review:

a. Mr. Punit Goenka was re-appointed as Managing Director & CEO of the Company at last AGM for a period of 5 (five) years with effect from January 01, 2020.

b. Ms. Alicia Yi was appointed as an Additional Director in the category of Independent Director of the Company with effect from April 24, 2020.

c. Mr. Subhash Chandra resigned as a Non-Executive Director of the Company with effect from August 18, 2020 and was appointed as Chairman Emeritus with effect from August 19, 2020.

d. Mr. R Gopalan was appointed as Chairman of the Board of Directors of the Company with effect from August 18, 2020.

e. Mr. Sasha Mirchandani and Mr. Vivek Mehra were appointed as Additional Directors in the category of Independent Directors of the Company with effect from December 24, 2020.

f. Mr. Manish Chokhani, upon completion of his second term as an Independent Director, ceased to be a Director of the Company on close of business hours on March 31, 2021. However, considering his contribution as an Independent Director, he was appointed as an Additional Director in the category of Non-Executive Non-Independent Director of the Company with effect from April 1, 2021.

Requisite intimations with respect to the changes in Directors during the year had been made to and approved by the Ministry of Information and Broadcasting.

In terms of Section 161 of the Act, Mr. Sasha Mirchandani, Mr. Vivek Mehra and Mr. Manish Chokhani shall hold office as Directors of the Company till the ensuing AGM. Your Company has received notices from Member(s) proposing their appointment and requisite proposals seeking your approval for the appointment of these Directors form part of the Notice of the ensuing AGM. Your Board recommends these proposals for approval of the Shareholders.

Declaration of independence from Independent Directors

In terms of Section 149 of the Act and Regulation 16 (1) (b) of the Listing Regulations, Mr. R Gopalan, Mr. Adesh Kumar Gupta, Mr. Piyush Pandey, Mrs. Alicia Yi, Mr. Sasha Mirchandani and Mr. Vivek Mehra are Independent Directors of the Company.

The Company has received the following declarations from all the Independent Directors confirming that:

• they meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder, as well as of Regulation 16 (1) (b) of the Listing Regulations.

• in terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Director’s database maintained by the Indian Institute of Corporate Affairs.

• in terms of Regulation 25(8) of the Listing Regulations, they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

In terms of Regulation 25(9) of the Listing Regulations, based on the declarations from Independent Directors, the Board of Directors has ensured the veracity of the disclosures made under Regulation 25(8) of the Listing Regulations by the Independent Directors of the Company.

Number of meetings of the Board

During the financial year 2020-21, the Board of Directors met 9 (Nine) times. The details of the meetings of the Board of Directors of the Company convened and attended by the Directors during the financial year 202021 are given in the Corporate Governance Report which forms part of this Annual Report.

Retirement by rotation

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the Articles of Association of the Company, Mr. Ashok Kurien, Non-Executive Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible has offered himself for re-appointment. Your Board recommends his re-appointment. A resolution seeking shareholders’ approval for his re-appointment along with other required details form part of the AGM Notice.

The Managing Director & CEO and Independent Directors of the Company are not liable to retire by rotation.

11. Key Managerial Personnel

Key Managerial Personnel of the Company as on March 31, 2021 comprised of Mr. Punit Goenka, Managing Director & CEO, Mr. Rohit Kumar Gupta, Chief Financial Officer and Mr. Ashish Agarwal, Chief Compliance Officer & Company Secretary.

12. PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and Listing Regulations, the evaluation of annual performance of the Directors, Board and Board Committees was carried out for the financial year 2020-21. The details of the evaluation process are set out in the Corporate Governance Report is annexed to this Annual Report.

Performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated in a separate meeting of Independent Directors.

Further, at the board meeting, followed by the meeting of the independent directors, the performance of the Board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

13. BOARD COMMITTEES

In compliance with the requirements of Act and Listing Regulations, your Board has constituted various Board Committees including Audit Committee, Risk Management Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. Details of the constitution of these Committees are available on the website of the Company at www.zee.com. Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members therein form part of the Corporate Governance Report annexed to this report.

14. AUDITORS

Statutory Audit

At the 35^th Annual General Meeting held on July 12, 2017, the Shareholders had approved the appointment of M/s Deloitte Haskins & Sells LLP, Chartered Accountants having Firm Registration No. 117366W/W-100018 as Statutory Auditors of the Company until the conclusion of 40^th AGM to be held in the year 2022 subject to ratification by the Shareholders every year. Pursuant to the amendment to Section 139 of the Act, with effect from May 7, 2018, the requirement of seeking Shareholders’ ratification for continuance of Statutory Auditor at every AGM is no longer applicable and accordingly, the Notice of ensuing AGM does not include the proposal for seeking Shareholders’ ratification for continuance of Statutory Auditors.

The Statutory Audit Report of M/s Deloitte Haskins & Sells LLP., Chartered Accountants do not contain any qualification, reservation or adverse remarks on Standalone Audited Financial Results of the Company for the financial year 20-21.

Further, the Auditors’ qualification in respect of modified opinion on Consolidated Audited Financial Results has been dealt with in Note no. 36 of the Notes to the consolidated audited financial statements. The matter is subjudice relating to a dispute in an overseas subsidiary of the Company. The Auditors’ Report is enclosed with the financial statements in the Annual Report.

Secretarial Audit

During the year under review, M/s. Vinod Kothari & Co., Company Secretaries (Firm Registration No. P1996WB042300) were appointed as Secretarial Auditors to conduct the Secretarial Audit of your Company for the financial year ended March 31, 2021. The unqualified Secretarial Audit report is annexed to this Annual Report as Annexure E.

Further, pursuant to the provisions of Regulation 24A read with SEBI Circular no. CIR/CFD/CMD1/27/2019 dated February 08, 2019, the Secretarial Compliance Report, issued by Secretarial Auditors of the Company, confirming that the Company had complied with all applicable SEBI Regulations/circulars/ guidelines during the financial year ended March 31, 2021, was filed with the stock exchanges and is annexed to this report as Annexure F. The remarks provided in these reports are self-explanatory.

Cost Audit

In compliance with the provisions of Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, M/s. Vaibhav P Joshi & Associates, Cost

Accountant, (Firm Registration No. 101329) was appointed as Cost Auditor to conduct the Audit of Cost Records of the Company for financial year 2020-21. Requisite proposal for ratification of remuneration payable to the Cost Auditor for FY 2020-21 by the Members as required under the Rule 14 of Companies (Audit and Auditors) Rules, 2014, forms part of the Notice of ensuing AGM.

The Company has maintained cost accounts and records in accordance with the provisions of Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014.

15. HUMAN RESOURCES & PARTICULARS OF EMPLOYEES

Human Capital is the most precious asset for us. In a business of entertainment, where our creative boundaries are pushed every day, balanced teams have allowed us to continue to spot new opportunities, engage with our employees who we consider as our partners in a value-creating manner. The ideas which people bring to the table are priceless and we over-invest in ensuring that our workplace offers the most conducive environment to enhance this process of transforming ideas into extraordinary stories.

The organization has embarked on a journey to win in the new evolved market construct through a strategic roadmap for Zee 4.0. This has created a new version of the Company through restructuring of organization by Aggregating Content Creation, Integrating Digital assets, Streamlining International business, Integrating Revenue & Monetization Teams, A new platform for movies, the Music business. These busineses will be supported by corporate teams covering HR, Finance, Investor Relations, Procurement, Legal, Secretarial, Regulatory, Technology, Data and Corporate Communications that will be organized horizontally. The strategic restructuring will leverage the collective experience and expertise of the leadership team from diverse consumer segments, helping us immensely in achieving our set goals for the future. Furthermore, Success of ZEE 4.0 also requires realignment of the internal ecosystem through a series of initiatives under organization transformation built on the bedrock of 4 fountainheads viz. - Exponential thinking, Relentless Focused execution, Seamless collaboration, Hunger for impact. The incredible efforts put in by the HR team has also been recognized industry wide with Zee bagging the prestigious title of “Best HR Team of the Year” and also being awarded the 1^st Runner up position for “Excellence in Learning & Development” at the 6^th edition of Business World People’ HR Excellence Summit & Awards, 2021.

Our focus will be on reinventing our existing business models, with a sharp focus on maximizing our core, expanding into adjacent spaces and exploring new areas of business. We will furthermore strengthen this by focusing on the 9 key anchors viz. Culture, Collaboration, Capability, Leadership, Performance & Rewards, Communication, Employee Experience, Diversity & Employer Brand which will help align to the goals of Zee 4.0. As on March 31, 2021, your Company had 3,338 employees.

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

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

Your Company is into the business of Broadcasting of General Entertainment Television Channels and extensively uses world class technology in its Broadcast Operations. However, since this business does not involve any manufacturing activity, most of the Information required to be provided under Section 134(3) (m) of the Act read with the Companies (Accounts) Rules, 2014, are Nil / Not applicable. The information, as applicable, are given hereunder:

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

Technology Absorption: Your Company has now evolved into a globally dispersed media engine which revolves around use of most advanced technologies. The developments during the last year have completely transformed the media architecture which now revolves around the use of cloud-based interfaces and use of remote access to manage content, channels and delivery networks. The architecture now uses massively redundant storage and access architectures to make the entire operations highly resilient and assure continuity of services, customer interaction and revenues. A major addition to the Man Machine Interface has been to add analytics and customer interfaces to the media machine, assuring deliveries of curated customer preferred content based on well proven models. The new technology model has been well validated during the continuing COVID-19 crisis with serious impairments in physical access as well as constraining of content inputs without affecting the deliverables globally. Your organization achieved end to end digital transformation and automation of content supply chain and operations which empowered linear and digital platform business continuity and access to entertaining content by consumers during lockdown. Your organization adopted next generation modern cloud based creative collaboration, editing, content review solutions to create entertaining content remotely.

Foreign Exchange Earnings & Outgo: During the financial year 2020-21, the Company had Foreign Exchange earnings of ? 4,828 million and outgo of ? 1,584 million.

17. DISCLOSURES

i. Particulars of loans, guarantees and investments: Particulars of loans, guarantees and investments made by the Company as required under Section 186 (4) of the Act and the Listing Regulations are contained in Note No. 38 to the Standalone Financial Statements.

ii. Transactions with Related Parties: All contracts/arrangements/ transactions entered by the Company during the financial year with related parties were on an arm’s length basis, in the ordinary course of business and in compliance with the applicable provisions of the Act, Listing Regulations and Policy on dealing with and materiality of Related Party Transactions. During FY 2020-21, there were no material Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other Designated Persons which may have a potential conflict with the interest of the Company at large.

All related party transactions, specifying the nature, value, terms and conditions of the transactions including the arms-length justification, were placed before the Audit Committee for its approval and statement of all related party transactions carried out was placed before the Audit Committee for its review on a quarterly basis. During the year under review, there have been no material related party transactions entered into by the Company as defined under Section 188 of the Act and Regulations 23 of the Listing Regulations and accordingly, no transactions are required to be reported in Form AOC-2 as per Section 188 of the Act.

iii. Risk Management: Your Company has well-defined operational processes to ensure that risks are identified and the operating management is responsible for identifying and implementing the mitigation plans for operational and process risks. Key strategic and business risks are identified and managed by senior management team with active participation of the Risk Management Committee. The risks that matter and their mitigation plans are updated and reviewed periodically by the Risk Management Committee of your Board and integrated in the Business plan for each year. The details of constitution, scope and meetings of the Risk Management Committee forms part of the Corporate Governance Report. In the opinion of the Board, currently, there are no risks that may threaten existence

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iv. Vigil Mechanism: The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees, in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behavior. The details of the policy have been disclosed in the Corporate Governance Report, which form part of this Annual Report and is also available on website of the company at www.zee.com.

v. Internal Financial Controls and their adequacy: Your Company has adequate internal financial controls and processes for orderly and efficient conduct of the business including safeguarding of assets, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically and at the end of each financial year and provides guidance for strengthening of such controls wherever necessary. As part of Enterprise Risk Assessment and Internal Control evaluation, with a view to enhance related effectiveness of control, your Company has confirmed that its systems and processes for film acquisition are operating effectively. During the year under review, no fraud has been reported by the Auditors to the Audit Committee or the Board.

vi. Compliance with Secretarial Standards: Your Company has complied with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India, relating to Board Meetings and General Meetings.

vii. Deposits & Unclaimed Dividend/Shares: Your Company has not accepted any public deposit under Chapter V of the Act.

During the year under review, in terms of the applicable provisions of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time (‘IEPF Rules’), unclaimed dividend declared by the Company for financial year 2012-13 aggregating to ? 2.49 million was transferred to Investors Education and Protection Fund.

Further, during the year under review, in compliance with the requirements of IEPF Rules, your Company had transferred 108,778 Unclaimed Equity Shares of ? 1 each to the beneficiary account of IEPF Authority.

The said Unclaimed Dividend and/or Unclaimed Equity Shares can be claimed by the Shareholders from IEPF authority after following process prescribed in IEPF Rules. During FY 2020-21, an aggregate of 3,499 Unclaimed Equity Shares of the Company were re-transferred by the IEPF Authority to the beneficiary accounts of respective Claimants, upon specific refund claims and completion of verification process by the Company and IEPF Authority.

viii. Annual Return: Pursuant to the amended provisions of Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return in Form MGT-7 is available on website of the Company at www.zee.com.

ix. Sexual Harassment: Your Company is committed to provide safe and conducive working environment to all its employees (permanent, contractual, temporary and trainees etc.) and has zero tolerance for sexual harassment at workplace. In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules thereunder, your Company has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace and has constituted Internal Complaints Committee across various locations to redress complaints received regarding sexual harassment.

During the year under review, one complaint was received by the Company and was investigated in accordance with the procedure and resolved.

Hence, no complaint is pending at the end of financial year 2020-21.

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

xi. Managing Director of the Company doesn’t receive any remuneration or commission from any of its subsidiaries.

18. RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, in relation to the Annual Accounts for the

financial year 2020-21, your Directors confirm that:

(a) The Annual Accounts of the Company have been prepared on a going concern basis;

(b) In the preparation of the Annual Accounts, the applicable accounting standards had been followed and there is no material departures;

(c) The accounting policies selected were applied consistently and the judgments and estimates related to these annual accounts have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as on March 31, 2021, and, of the profits of the Company for the financial year ended on that date;

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

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

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

19. ACKNOWLEDGEMENTS

Employees are vital and most valuable assets of your Company. Your Directors value the professionalism and commitment of all employees of the Company and place on record their appreciation of the contribution and efforts made by all the employees in ensuring excellent all-round performance. Your Board also thank and express their gratitude for the support and co-operation received from all stakeholders including viewers, producers, customers, vendors, advertising agencies, investors, bankers and regulatory authorities.

For and on behalf of the Board Punit Goenka

Managing Director & CEO

Vivek Mehra

Director

Place: Mumbai Date: May 20, 2021

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Mar 31, 2019

DIRECTORS'' REPORT

TO THE MEMBERS

Your Directors are pleased to present the Thirty Seventh Annual Report of your Company''s business and operations along with the Audited Financial Statements (''Annual Accounts'') for the financial year ended March 31, 2019.

1. RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 (''the Act''), in relation to the Annual Accounts for the Financial Year 2018-19, your Directors confirm that:

a) The Annual Accounts of the Company have been prepared on a going concern basis;

b) In the preparation of the Annual Accounts, the applicable accounting standards had been followed and there are no material departures;

c) The accounting policies selected were applied consistently and the judgments and estimates related to these annual accounts have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2019, and, of the profits of the Company for the year ended on that date;

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

e) Requisite internal financial controls to be followed by the Company were laid down and that such internal financial controls are adequate and operating effectively. However, in the wake of aggressive digital expansion strategy by the Company, certain internal financial controls were required to be enhanced in respect of acquisition of Films, which have since been strengthened; and

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

2. FINANCIAL RESULTS

The Financial Performance of your Company for the year ended March 31, 2019 is summarized below:

Particulars	Standalone Year Ended		Consolidated Year Ended	(Rs. MILLIONS)
	31.03.2019	31.03.2018	31.03.2019	31.03.2018
Revenue from Operations	68,579	57,956	79,339	66,857
Other Income	1,894	9,818	2,515	4,403
Total Income	70,473	67,774	81,854	71,260
Total Expenses	44,299	40,463	57,315	49,431
Share of Associates / Joint Ventures	-	-	24	12
Exceptional Items	(218)	-	(218)	1,346
Profit Before Tax	25,956	27,311	24,345	23,187
Provision for Taxation (net)	9,406	8,192	8,673	8,409
Profit after Tax	16,550	19,119	15,672	14,778

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report, which affect the financial position of the Company. Based on the internal financial control framework and compliance systems established in the Company, the work performed by Statutory, Internal, Secretarial Auditors and reviews performed by the management and/or the Audit Committee of the Board, your Board is of the opinion that the Company''s internal financial controls were adequate and working effectively during the Financial Year 2018-19.

3. DIVIDEND

Equity Shares

In accordance with the Dividend Distribution Policy adopted by your Board and available on the website of the Company www.zeeentertainment.com, your Directors recommend payment of Equity Dividend of ? 3.50 per equity share of Rs 1/- each and such Equity Dividend, upon declaration by the Members of the Company at the ensuing Annual General Meeting, shall be payable on the outstanding Equity Share Capital of the Company as at the Record Date of July 16, 2019. The outflow on account of equity dividend and the tax on such dividend distribution, based on current Paid-up Equity Share Capital of the Company would aggregate to ? 4,053 million, resulting in payout of 25.50% of the Consolidated Net Profits for the Financial year 2018-19.

Preference Shares

In accordance with the terms of Listed 6% Cumulative Redeemable Non-Convertible Preference Shares issued as Bonus in 2014 (Bonus Preference Shares) and Unlisted Series B - 6% Cumulative Redeemable Non-Convertible Preference Shares issued in accordance with the Scheme (Unlisted Series B Preference Shares), the Company had remitted an aggregate Preference Dividend of Rs 953.19 Million, comprising of:

• Pro-rata Preference Dividend of Rs. 0.11145 on the redemption value of Rs. 2 per Bonus Preference Share for the period from April 1, 2018 till the Redemption date of March 5, 2019;

• Preference Dividend of ? 0.36 per share for FY 2018-19 on the Bonus Preference Shares of ? 6 per share post redemption; and

• Pro-rata Preference Dividend of ? 0.5819 per share on the Unlisted Series B Preference Shares of Rs. 10 each for the period from April 1, 2018 until redemption date of March 20, 2019.

4. BUSINESS OVERVIEW

During the fiscal 2019, your Company delivered another year of strong operating performance. All the business verticals exhibited robust performance and strengthened their competitive positions. Continued viewership gains in the domestic broadcast business along with the strong demand across key categories for TV advertising aided advertising revenue growth. Advertising also got a fillip from ZEE5 as the platform began monetizing its fast-growing user base. On the subscription front, your Company gained from the monetization of the recently digitized Phase-Ill & IV subscribers. The long-awaited TRAI tariff order was finally implemented during the last quarter of the year which led to near-term disruptions, for both subscription and advertising revenues. However, your Company believes that this regulation will go a long way in empowering the consumers and improving the transparency in the distribution value chain and will benefit companies with strong content creating capabilities, like yours, in the medium term. ZEE5, the Company''s OTT offering launched in February 2018, was the fastest growing digital platforms in the country and offered the Indian consumers one of the widest bouquets of option for entertainment on demand. During the year, your Company had a fair share of successes in its movie production business and one of the movies featured in the top-10 list of movies released in FY19 in terms of net box office collections.

As per FICCI-EY report, the Indian Media and Entertainment (M&E) industry registered a growth of 13.4% in Calendar Year 18, reaching ? 1,674 billion in size and is forecasted to register 12% CAGR over the next three years with all segments of M&E industry expected to register growth over this period.

During the year under review:

• ZEE5, your Company''s OTT offering, reached 61.5 million monthly active users in the month of March 2019. It was the fastest growing digital entertainment platform and became the #2 platform in the country in its category. ZEE5 released 50 original series and movies till March 2019 across six languages, making it the largest producer of original content in the digital space. The platform has entered into partnerships with key players across the digital eco-system to make its content available to a wider audience;

• In the Domestic Broadcast Business, your company further strengthened its #1 position in the non-sports entertainment segment with an all-India viewership share of 19.7%. This was led by market share gains in the regional channel portfolio and Hindi movie cluster;

• In the Hindi General Entertainment segment, Zee TV maintained its position as the number one Hindi GEC channel while maintaining its lead in the weekday prime time. Zee Anmol was the leader during the year. However, from March 1, 2019, your Company has withdrawn Zee Anmol and Zee Anmol Cinema from DD Freedish platform which has affected the reach and viewership of these channels;

• In the Hindi movie segment, your Company''s portfolio further strengthened its #1 position driven by the strong movie catalogue;

• In the Regional markets, Zee Marathi and Zee Sarthak maintained its leadership position. Zee Kannada and Zee Bangla gained market share and became the #1 channels in their respective markets. Zee Tamil continued to gain viewership share led by traction in its weekday fiction content. With launch of Zee Keralam in November 2018, your company now has GEC channels in all the Southern markets and the biggest language footprint in the country;

• In the English segment, to strengthen the ''&'' brand as a premium proposition, Zee Studios was rebranded as & flix;

• In the International Business, your Company continued to expand the reach of its channels across geographies with new distribution partnerships. Further, your Company has launched its digital platform, ZEE5, in international markets during the year. ZEE5 has already announced tie-ups with multiple telecom partners across APAC countries to expand its reach;

• Zee Studios, the movie production and distribution business, released 7 (seven) movies during the year in two languages - Hindi and Marathi. Your company also distributed 6 (six) movies in India across three languages. Zee Music Company continued to expand its music catalogue across languages and maintained its position as the #2 music channel by subscribers on YouTube; and

• Zee Live, our live entertainment business, launched Arth, India''s first multi-regional culture festival and LF91, a heritage food festival during the year. Both the events received good response from the audience.

5. CAPITAL STRUCTURE & CHANGES IN SHAREHOLDING

During the year under review, your Company had:

• Redeemed 20% of Nominal value of Bonus Preference Shares on the 5th anniversary of its issuance as per the terms of the issue, resulting in outflow of ? 4033.88 Million towards the said redemption at the rate of

Rs. 2/- per Preference Share, consequent to which the face value of Preference Share was changed to Rs. 6/- each. As required under Section 55 of the Act, an amount equivalent to such Redemption value was credited to Capital Redemption Reserve Account of the Company. Further, pursuant to the provisions of Income Tax Act, 1961 the said redemption amount was treated as Dividend pay-out and accordingly was subjected to payment of Dividend Distribution Tax by the Company;

• Prematurely redeemed 3,949,105 - Unlisted Series B Preference Shares of Rs. 10/- each at par resulting in an outflow of Rs. 39.49 Million and the amount equivalent to such Redemption value was credited to Capital Redemption Reserve Account of the Company; and

• Issued and allotted 12,880 Equity Shares of Rs. 1 each upon exercise of stock options granted under Company''s ESOP Scheme.

Consequent to the above redemption/issuance of securities, the Paid-up Share Capital of the Company as at March 31, 2019 stood at Rs. 13,062,120,372/- comprising of 960,466,500 Equity shares of Rs. 1/- each and 2016,942,312 Bonus Preference Shares of Rs. 6/- each. Subsequent to closure of the financial year, your Company had issued and allotted 15,265 Equity Shares upon exercise of stock options granted under the ESOP Scheme.

In November 2018, your Company''s Promoters had issued a Press release conveying their intent to sell/divest up to 50% of their stake in the Company to a strategic partner to enable pursuing disruptive technological development and transform your Company in to a tech-media Company. While the process of identifying strategic partner by the Promoters is on, the Promoters had in the interim sold 3.42% equity stake resulting in reduction of Promoters shareholding in the Company from 41.62% to 38.20% as at March 31, 2019. As on the date of this report, consequent to further sale of shares held by Promoters after closure of the financial year, the Promoters hold 36.70% stake in the Company.

6. CREDIT RATING

During the year under review, Brickwork Ratings India Private Ltd had reaffirmed the rating assigned to the Company as the issuer of the Bonus Preference Shares, listed at the Stock Exchanges, at ''BWR AAA which denotes that the instruments with this rating are considered as having highest degree of safety regarding timely servicing of financial obligations. In November 2018, consequent to the stake sale announcement by the Promoters, retaining the ''BWR AAA the rating outlook was revised by Brickwork from ''Stable'' to ''Credit watch with developing implications''.

7. SUBSIDIARIES & JOINT VENTURES

As at March 31, 2019, your Company had 29 (twenty nine) Subsidiaries com prising of 8 (eight) domestic subsidiaries and 21 (twenty one) overseas direct and step-down Subsidiaries and one Associate and Joint Venture Company each.

During the year under review:

- Your Company sold 16.92% Equity stake in Aplab Ltd, an Associate entity, by way of an off-market inter se transfer thereby reducing your Company''s stake from 26.42% to 9.50%, consequent to which Aplab Ltd ceased to be an Associate of your Company as at March 31, 2019. Based on your Company''s request, Aplab Ltd has initiated the process for re-classification of your Company''s holding from Promoter / Promoter Group Category to Public category as per Regulation 31A of SEBI Listing Regulations;

- In terms of the Share Purchase Agreement executed by the Company for acquiring balance 26% equity stake in Zee Turner Limited (a 74% subsidiary) held by Turner International Pvt Ltd, the said subsidiary, changed its name from Zee Turner Limited to Zee Network Distribution Limited w.e.f December 24, 2018; and

- Fly-by-Wire International Pvt Ltd, a wholly owned subsidiary, shifted its registered office from the State of Karnataka to State of Maharashtra for operational convenience.

Apart from the above, there was no change in number of Subsidiary/Associate/ Joint Venture of the Company either by way of acquisition or divestment or otherwise during the year under review.

In line with amendments of threshold for determining Material Subsidiary as stated in Regulation 16(1)(c) of SEBI Listing regulations, effective April 1, 2019, ATL Media Limited, Mauritius, one of the overseas wholly owned subsidiaries, qualified to be a Material Subsidiary of your Company.

In compliance with Section 129 of the Act, a statement containing requisite details including financial highlights of the operation of all subsidiaries/ associate/joint venture in Form AOC-1 is annexed to this report as Annexure A.

In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements including the Consolidated Financial Statements and related information of the Company and Audited Accounts of each of subsidiary(ies) are available on the website of the Company www.zeeentertainment.com These documents will also be available for inspection during business hours on all working days (except Saturday) at the Registered Office of the Company.

8. EMPLOYEE STOCK OPTION SCHEME

An aggregate of 23,800 Stock Options issued by the Company in pursuance of ZEEL ESOP Scheme 2009 to Mr Punit Misra, CEO - Domestic Broadcast Business were outstanding as at March 31, 2018. During FY 2019, 17,300 Stock Options were further granted to Mr Punit Misra and the said Options granted shall vest with him in 3 tranches and shall be convertible into equivalent number of Equity shares in accordance with the terms of issue upon payment of Exercise Price of Rs. 1/- per share by the Option Grantee. Upon exercise of vested Stock options by Mr Punit Misra, 12,880 Equity Shares were issued and allotted to him during FY 18-19 and 28,220 unvested Stock Options were outstanding as at March 31, 2019.

Requisite disclosures as required under Regulation 14 of Securities Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 is annexed to this report as Annexure B. The Statutory Auditors of the Company M/s Deloitte Haskins & Sells LLP, Chartered Accountants have certified that the Company''s Employee Stock Option Scheme has been implemented in accordance with SEBI Regulations and the resolution passed by the shareholders. The said disclosure on Company''s ESOP Scheme will also be available on the Company''s website www.zeeentertainment.com as part of the Annual Report.

Subsequent to closure of the financial year, the Nomination and Remuneration Committee approved grant of 24,700 additional Stock Options to Mr Punit Misra on similar terms and had issued and allotted 15,265 Equity Shares to Mr Punit Misra upon exercise of options vested in April 2019.

9. CORPORATE SOCIAL RESPONSIBLITY

Corporate Social Responsibility (CSR) at Zee is all about engaging in long-term sustainable programs that actively contribute to and support the social and economic development of the society. Accordingly, as an unified approach towards CSR at Essel Group level and with an intent to support long term projects focused on developing and empowering society, your Company had, along with other Essel group entities, established a Section 8 Company in the name of Subhash Chandra Foundation. The CSR contributions of the Essel group companies are pooled into the Foundation to fund long-term projects.

During the year under review out of total CSR budget of Rs. 621.78 Million (including unutilized CSR amount of Rs. 224.65 Million carried forward from last year), the Company had contributed an aggregate of Rs. 226.97 Million towards various CSR Projects detailed in the Annual Report on CSR annexed to this report. Aforesaid contributions include remittance of Rs. 222 Million towards long term CSR Projects committed during FY 18. As at March 31, 2019, an amount of Rs. 394.81 Million remained unutilized from out of CSR budget due to nonavailability of suitable CSR Projects. The unutilized CSR funds have been carried forward for funding suitable CSR projects in future.

Annual report on Corporate Social Responsibility activities initiated by the Company during the year under review, in compliance with the requirements of Companies Act, 2013, is annexed to this report as Annexure C.

10. CORPORATE GOVERNANCE AND POLICIES

In order to maximize shareholder value on a sustained basis, your Company has been constantly reassessing and benchmarking itself with well-established Corporate Governance practices besides strictly complying with the requirements of SEBI Listing Regulations, applicable provisions of Companies Act, 2013 and applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

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

In compliance with the requirements of Companies Act, 2013 and the Listing Regulations, your Board had approved various Policies including Code of Conduct for Directors & Senior Management, Material Subsidiary Policy, Insider Trading Code, Document Preservation Policy, Material Event Determination and Disclosure Policy, Fair Disclosure Policy, Corporate Social Responsibility Policy, Whistle Blower and Vigil Mechanism Policy, Related Party Transaction Policy, Remuneration Policy and Dividend Distribution Policy. These policies & codes along with the Directors Familiarization Program and Terms and Conditions for appointment of Independent Directors have been uploaded on Company''s corporate website & can be viewed on https://www.zeeentertainment.com/ investors/investor-governance. In line with the amendments to SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company''s Insider Trading Code and the Policy on Fair Disclosure of Unpublished Price Sensitive Information were revised with effect from April 1, 2019.

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

11. DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year there has been no change in the constitution of your Board which continues to comprise of 8 (eight) Directors including 4 (four) Independent Directors, 1 (one) Executive Director and 3 (three) Non-Executive Directors. Independent Directors provide their declarations both at the time of appointment and annually, confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and Listing Regulations.

During FY 2018-19 your Board met 7 (seven) times, details of the date of meeting and attendance of Directors at such meetings are available in Corporate Governance Report annexed to this report.

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

During the year under review, Mr Bharat Kedia resigned as Chief Financial Officer with effect from April 29, 2018 and the resultant vacancy was filled with appointment Mr Rohit Kumar Gupta as Chief Financial Officer of the Company with effect from September 6, 2018. Accordingly, the Key Managerial Personnel of the Company as at March 31, 2019 comprised of Mr Punit Goenka, Managing Directors CEO, Mr M Lakshminarayanan, Chief Compliance Officers Company Secretary and Mr Rohit Kumar Gupta, Chief Financial Officer.

12. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the evaluation of annual performance of the Directors / Board / Board Committees was carried out for the financial year 2018-19. The details of the evaluation process are set out in the Corporate Governance Report annexed to this Report.

13. BOARD COMMITTEES

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

14. AUDITORS

Statutory Audit

At the 35th Annual General Meeting held on July 12, 2017, the Shareholders had approved appointment of M/s Deloitte Haskins & Sells LLP, Chartered Accountants having Firm Registration No. 117366W/W-100018 as Statutory Auditors of the Company until conclusion of 40th Annual General Meeting to be held in the year 2022 subject to ratification by the Shareholders every year. Pursuant to the amendment to Section 139 of the Companies Act, 2013, with effect from May 7, 2018, the requirement of seeking Shareholders ratification for continuance of Statutory Auditor at every Annual General Meeting is no longer applicable and accordingly the Notice of ensuing Annual General Meeting does not include the proposal for seeking Shareholders ratification for continuance of Statutory Auditors. The Company has received certificate of eligibility from M/s Deloitte Haskins & Sells LLP in accordance with the provisions of the Companies Act, 2013 read with rules thereunder and a confirmation that they continue to hold valid Peer Review Certificate as required under SEBI Listing Regulations.

While the Statutory Audit Report of M/s Deloitte Haskins & Sells LLP., Chartered Accountants do not contain any qualification, reservation or adverse remarks, the Statutory Auditors in their report on standalone and consolidated financial statements have included an Emphasis of Matter drawing Members attention to Note No 47 and Note No 42 to the Notes to Standalone and Consolidated Financial Statements respectively, in connection with advances/deposits given by the Company during the year towards acquisition of Media content and outstanding as at March 31, 2019.

During the year under review the Statutory Auditors had not reported any matter under Section 143(12) of the Act and therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

Secretarial Audit

During the year under review the Secretarial Audit of your Company was carried out by M/s Vinod Kothari & Co., Company Secretaries (Firm Registration No. P1996WB042300) in compliance with Section 204 of the Companies Act, 2013 and their unqualified Secretarial Audit report forms part of this Report.

Additionally, in line with SEBI Circular dated February 8, 2019, an Annual Secretarial Compliance Report confirming compliance of all applicable SEBI Regulations, Circulars and Guidelines by the Company was issued by the Secretarial Auditor and filed with the Stock Exchanges.

Cost Audit

In compliance with the requirements of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, M/s Vaibhav P Joshi & Associates, Cost Accountants, (Firm Registration No. 101329) was engaged to carry out Audit of Cost Records of the Company for Financial Year 2018-19. Requisite proposal seeking ratification of remuneration payable to the Cost Auditor for FY 2018-19 by the Members as per Rule 14 of Companies (Audit and Auditors) Rules, 2014, forms part of the Notice of ensuing Annual General Meeting.

15. HUMAN RESOURCES & PARTICULARS OF EMPLOYEES

Your Company being in the business of creativity, your Board believes that people are the ultimate differentiators and efforts are taken to attract, develop and retain employees. In order to ensure sustainable business growth and become values driven, capability strong, future ready growth organization, your Company over the years has been focusing on strengthening its talent management, performance managements employee engagement processes. Employees of your Company are trained to drive values and they believe, live and demonstrate the 7 core values of the company - namely Customer First, Go for Big Hairy Audacious Goals (BHAG), Be Frugal, Respect Humility and Integrity, Speed and Agility, Solve big Problems, and Accountability for Results. During the year, your Company has moved on to build a high-trust, high-performance culture and as a result has been ranked amongst the top 100 ''India''s Best Companies to Work For 2018'' as well amongst the Best Company to work for in the Media Industry, in a study conducted by Great Place to Work® Institute and The Economic Times. Your company has been institutionalizing the people philosophy framework "SAMWAD" (Effective Conversation) to ensure that, as part of the key objectives, people managers deliver on the organization''s expectations of managing outcome and developing people by focusing on their talents. Your company continues to build the talent pipeline by engaging and hiring fresh talent from renowned campuses, building capabilities in key business functions through training and development initiatives, breaking the barriers of communication, building a culture of appreciation, recognizing top talent and offering a seamless employee experience by migrating to SAP''s Success Factors Human Capital Management (HCM). As on March 31, 2019, your Company had 3083 employees.

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

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

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

Conservation of Energy

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

Technology Absorption

Your Company accelerated the use of enabling technologies towards its "customer first initiatives", with special emphasis on quality of content, delivery and reliability, results of which will be evident in the coming years.

Your Company has now moved well ahead with seamless integration of digital and linear media technologies, which no longer constitute separate domains. During the year under review, your Company moved to a new media architecture with hybrid storage attributes enabled with cloud and edge playouts and deliveries, which provided unprecedented flexibility in accessing, managing, post production and delivery of media across the globe which the new linear-digital paradigm requires. During the year, your Company acquired the licenses and made operational its own teleports which provided greater flexibility in moving to a mixed satellite-internet distribution and has helped your Company to overhaul its entire International and domestic networks. Your Company''s new distribution network is now supported by more advanced customer devices for delivering higher quality, higher security and format flexibility. Apart from this, your Company also made dramatic enhancement in production and management of short form contents with cost efficient frameworks while maintaining leading edge technologies. With this, your Company is now technology ready for future regulatory requirements in terms of content attributes and rights management across the globe and embrace new traffic and revenue management formats appropriate to the size and diversity of the operations.

Foreign Exchange Earnings & Outgo

During the Financial Year 2018-19 the Company had Foreign Exchange earnings of Rs. 3,350 million and outgo of Rs. 1,346 million.

17. DISCLOSURES

i. Particulars of loans, guarantees and investments

Particulars of loans, guarantees and investments made by the Company as required under section 186 (4) of the Companies Act, 2013 and the Listing Regulations are contained in Note No 36 to the Standalone Financial Statements.

ii. Transactions with Related Parties

All contracts/arrangements/ transactions entered by the Company during the financial year with related parties were on an arm''s length basis,

in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and Listing Regulations. During FY 2018-19, there are no materially significant Related Party Transactions by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Details of Related Party Transactions will be available on your Company''s website.

All related party transactions, specifying the nature, value and terms and conditions of the transactions including the arms-length justification, are placed before the Audit Committee for its approval and statement of all related party transactions carried out is placed before the Audit Committee for its review on a quarterly basis. During the year under review, there have been no materially significant related party transactions by the Company as defined under Section 188 of the Act and Regulations 23 the Listing Regulations and accordingly no transactions are required to be reported in Form AOC-2 as per Section 188 of the Companies Act, 2013.

iii. Risk Management

Your Company has well-defined operational processes to ensure that risks are identified and the operating management is responsible for identifying and implementing mitigation plans for operational and process risks. Key strategic and business risks are identified and managed by senior management team with active participation of the Risk Management Committee. The risks that matter (RTM) and their mitigation plans are updated and reviewed periodically by the Risk Management Committee of your Board and integrated in the Business plan for each year. The details of constitution, scope and meetings of the Risk Management Committee forms part of the Corporate Governance Report. In the opinion of the Board currently there are no risks that may threaten existence of the Company.

iv. Internal Financial Controls and their adequacy

Your Company has adequate internal financial controls and processes for orderly and efficient conduct of the business including safeguarding of assets, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically and at the end of each financial yea rand provides guidance for strengthening of such controls wherever necessary. As part of Enterprise Risk Assessment and Internal Control evaluation and with a view to enhance related effectiveness of control, your Company is modifying its systems and processes with technology enablement for film acquisition.

v. Deposits & Unclaimed Dividend/Shares

Your Company has not accepted any public deposit under Chapter V of the Companies Act, 2013.

During the year under review, in terms of the provisions of Investors Education and Protection Fund (Awareness and Protection of Investors) Rules, 2014, unclaimed dividend declared by the Company for Financial Year 2010-11 aggregating to Rs. 1.94 Million was transferred to Investors Education and Protection Fund.

Additionally, in compliance with the requirements of The Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) as amended, your Company had during the year under review transferred 108,070 Unclaimed Equity Shares of Rs. 1 each to the beneficiary account of IEPF Authority.

The said Unclaimed Dividend and/or Unclaimed Equity Shares can be claimed by the Shareholders from IEPF authority after following process prescribed in IEPF Rules. During FY 2019, an aggregate of 220 Unclaimed Equity Shares of the Company were re-transferred by the IEPF Authority to the beneficiary accounts of respective Claimants, upon specific refund claims and completion of verification process by the Company and IEPF Authority.

vi. Annual Return

Annual Return of the Company for financial year ended March 31, 2019 as required under Section 92 of the Companies Act, 2013 will be available on the website of the Company www.zeeentertainment.com

vii. Sexual Harassment

Your Company is committed to provide safe and conducive working environment to all its employees and has zero tolerance for sexual harassment at workplace. In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules thereunder, your Company has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace and has constituted Internal Complaints Committee across various locations to redress complaints received regarding sexual harassment.

During the year under review, 1 (one) complaint was received by the Company and was investigated in accordance with the procedure and resolved.

viii. Regulatory Orders

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

18. ACKNOWLEDGEMENTS

Employees are vital and most valuable assets of your Company. Your Directors value the professionalism and commitment of all employees of the Company and place on record their appreciation of the contribution and efforts made by all the employees in ensuring excellent all-round performance. Your Board also thank and express their gratitude for the support and co-operation received from all stakeholders including viewers, producers, customers, vendors, advertising agencies, investors, bankers and regulatory authorities.

	For and on behalf of the Board of Directors
	Punit Goenka
	Managing Directors CEO
	Adesh Kumar Gupta
	Director
Place: Mumbai
Date: May 27, 2019

Statement containing salient features of the financial statement of subsidiaries/associates/joint ventures as per the Companies Act, 2013 for the year ended 31 March 2019 Part 1: Subsidiaries

Name of the subsidiary	Date of Acquisition	Reporting Currency	Share Capital	Reserves & Surplus	Total Assets	Total Liabilities	Investments (Other than Subsidiary)	Turnover	Profit/ (Loss) before Taxation	Provision for taxation	Profit /(loss) after taxation	Proposed Dividend	Mode and % of shareholding
Zee Network Distribution Limited (Formerly known as Zee Turner Limited)	31-Dec-01	INR	1	51	116	64	25		(1)	(0)	(1)		74%
Essel Vision Productions Limited	10-Sep-10	INR	130	(179)	6,608	6,657		5,130	100	21	79		100%
Zee Digital Convergence Limited	23-Sep-04	INR	1	(19)	62	80		17	(13)		(13)		100%
Zee Unimedia Limited	1-Apr-16	INR	1	26	32	5			(5)	1	(6)		100%
Margo Networks Private Limited	17-Apr-17	INR	1	689	722	32	67		(21)	(34)	13		80%
Fly by Wire International Private Limited	14-Jul-17	INR	20	145	527	362		362	129	46	83		100%
India Webportal Private Limited	10-Dec-10	INR	1	(0)	6	5		0	(3)		(3)		100%
Idea Shopweb and Media Private Limited	1-Oct-15	INR	0	(7)	1	8		11	(2)		(2)		51.04%
Zee Multimedia Worldwide (Mauritius) Limited	10-Jun-11	USD	3,945	1,785	5,732	2	-		143	4	139		100%
Zee TV USA Inc. $	30-Sep-99	USD	70	(70)	-		-		-		-		100%
Asia TV Limited &	30-Sep-99	GBP	1,489	(374)	3,097	1,982		1,451	94	26	68		100%
Zee CIS Holding LLC "	6-Feb-09	RUB											100%
OOO Zee CIS LLC "	26-Feb-09	RUB	0	19	31	12	-	13	2	0	2		100%
Asia Multimedia Distribution Inc. **	26-May-14	CAD	0	35	495	460		247	24	7	17		100%
Zee TV South Africa (Proprietary) Limited**	30-Sep-99	ZAR	0	(209)	171	380		277	14		14		100%
Asia TV USA Limited"	9-Nov-15	USD	0	208	3,033	2,825	-	2,139	68	0	68		100%
ATL Media Ltd (Formerly known as Asia Today Limited)	31-Mar-00	USD	0	15,160	21,325	6,165	5,990	2,735	(57)	(808)	751		100%
Expand Fast Holdings (Singapore) Pte Limited	30-Sep-99	USD	4	142	147	1	-	1	0		0		100%
Taj TV Limited	22-Nov-06	USD	333	1,454	2,052	265			(539)	11	(550)		100%
Asia Today Limited (Formerly known as Zee Multimedia (Maurice) Limited)	19-Jan-06	USD	7	338	11,271	10,926		2,657	(564)	4	(568)		100%
Asia Today Singapore Pte Limited &	30-Dec-15	USD	69	(24)	259	214	2	594	31	2	29		100%
Zee Technologies (Guangzhou) Limited &&	11-Jul-06	YUAN	117	(195)	1	79			(3)		(3)		100%
Zee Entertainment Middle East FZ-LLC &	4-Sep-05	AED	47	2,355	2,624	222	-	1,839	430		430		100%
ATL Media FZ-LLC &	12-Feb-14	AED	1	(167)	1,027	1,193	-	324	81		81		100%
Zee Studio International Limited	20-Mar-17	CAD	0	(66)	136	202			(56)		(56)		100%
Z5X Global FZ - LLC &	20-Dec-16	AED	1	(1,084)	1,081	2,164	69	31	(753)	-	(753)		100%
Asia TV Gmbh**	21-Mar-16	EUR	1	9	81	71		320	9	3	6		100%
Pantheon Production Limited	29-Mar-18	CAD	0	(0)	10	10			(0)		(0)		100%
Eevee Multimedia Inc. #	8-Jul-13	USD	17	(84)	2	69			(1)	0	(1)		100%

^ Held through ATL Media, ** Held through Asia TV Limited, & Held through Asia Today Limited, && Held through Asia Today Singapore Pte Limited, # Held through Essel Vision Productions Limited, $ Held through ZMWL, As on 31 March 2019 P&L Rate 1 USD = Rs 69.84, 1 MUR = Rs. 2.03,1 YUAN = Rs. 10.41,1 UAE = Rs. 19.03,1 ZAR = Rs. 5.08,1 GBP = Rs. 91.65,1 RUB = Rs 1.07,1 CAD = Rs. 53.31, 1 EUR = Rs. 80.83, As on 31 March 2019 B/S Rate 1 USD = Rs. 69.45,1 MUR = Rs. 1.99,1 YUAN = Rs. 10.35, 1 UAE = Rs. 18.92,1 ZAR = Rs. 4.80,1 GBP = Rs. 90.55, 1 RUB = Rs. 1.06,1 CAD = Rs. 51.83, 1 EUR = Rs. 77.95

Part 2 : Associates and Joint Venture

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associates and Joint Ventures

(Rs. Millions)

	Shares of Associate/Joint Venture held by the company on the year end					Networth attributable to Shareholding as per latest audited Balance Sheet	Profit / Loss for the year		Description of how there is significant influence	Reason why associate/ joint venture is not consolidated
Name of Associates/ Joint Ventures	Date of Acquisition	Latest audited balance Sheet Date	Numbers	Amout of Investment in Associates/Joint Venture	Extent of Holding %		Considered in Consolidation	Not Considered in Consolidation
Aplab Limited#	17-Nov-06	31-Mar-19	475,000	4	9.5%		-	4	Refer Note A	-
Asia Today Thailand Limited	5-May-14	31-Mar-19	10,000	2	25%	3	0		Refer Note A
Media Pro Enterprise India Private Limited	29-Jun-11	31-Mar-19	2,500,000	25	50%	217	24		Refer Note B	-

# Associate upto 15 January 2019 Note A :- There is significant influence due to percentage (%) of Share Capital Note B :- There is joint control by virtue of Joint Control Agreement	For and on behalf of the Board of Directors
	Adesh Kumar Gupta	Punit Goenka
Place: Mumbai	Director	Managing Director & CEO
Date: May 27, 2019

ANNEXURE ''B'' TO DIRECTORS'' REPORT

Disclosures as required under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014:

Sr	Particulars	Details
1	Relevant disclosures in terms of the Guidance Note on Accounting for employees share-based payments issued by ICAI or any other relevant Accounting Standards as prescribed from time to time.	Refer Note 16(e) of standalone financial statements for the year ended March 31, 2019 for details.
2	Diluted EPS on issue of shares pursuant to all the Schemes covered under the regulations shall be disclosed in accordance with Accounting Standard 20 - Earning Per Share issued by ICAI or any other relevant accounting standards as prescribed from time to time	Diluted EPS as per Indian Accounting Standards-33 is Rs. 17.23 (Refer Note 41 of Standalone financial statements for details)
3	Details relating to ESOS
i	A description of each ESOS that existed at any time during the year, including the general terms and conditions of each ESOS including:	Presently the Company has only one Employee Stock Option Scheme, namely ZEEL ESOP Scheme 2009, which was amended on October 25, 2016 to align the Scheme in line with the requirements of Companies Act, 2013 and SEBI (Share Based Employee Benefits) Regulations, 2014 and to provide flexibility to the Nomination & Remuneration Committee for determination of exercise price.
	a. Date of Shareholders approval	August 18, 2009
	b. Total No. of Options approved under ESOP	21,700,355 Stock Options which were later enhanced to 43,400,710 in view of Bonus issue in 2010 in the ratio of 1:1.
	c. Vesting Requirements	Options granted under ZEEL ESOP Scheme 2009 would vest not less than one year and not more than five years from the date of grant of such options. Vesting of options would be subject to continued employment with the Company and /or its Subsidiary companies and thus the options would vest on passage of time. In addition to this, the Nomination & Remuneration Committee may also specify certain performance parameters subject to which the options would vest. The specific vesting schedule and conditions subject to which vesting would take place would be outlined in the document given to the option grantee at the time of grant of options.
	d. Exercise Price or pricing formula	The exercise price shall be equal to the closing market price on the day previous to the grant date or such other price (minimum being the value equivalent to face value of Rs. 1/- per equity share) as may be decided by the Nomination & Remuneration Committee
	e. Maximum term of Options granted	Options granted under ESOP 2009 shall be capable of being exercised within a period of four years from the date of Vesting of the respective Employee Stock Options.
	f. Source of shares (primary, secondary or combination)	Primary
	g. Variation in terms of Options	None
ii	Method used to account for ESOS - Intrinsic or Fair value	Fair Value
iii	Where the company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognised if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed.	Not Applicable as the Company has accounted for the Stock Option at Fair Value using the Black-Scholes-Merton Model based on assumptions detailed in Note 16(e) to the Notes to standalone financial statements for FY 2018-19
iv	Option movement during the year
	Number of options outstanding at the beginning of FY 18-19	23,800

Sr	Particulars	Details
	Number of Options granted during FY 18-19	17,300
	Number of options forfeited / lapsed during FY 18-19	Nil
	Number of options vested during FY 18-19	12,880
	Number of options exercised during FY 18-19	12,880
	Number of shares arising as a result of exercise of options	12,880 Equity shares
	Money realized by exercise of options (INR), if scheme is implemented directly by the company	Rs. 12,880/-
	Loan repaid by the Trust during the year from exercise price received	Not Applicable
	Number of options outstanding at the end of FY 18-19	28,220
	Number of options exercisable (vested) at the end of FY 18-19	Nil
V	Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock.	During FY 2018-19, the Company had granted 17,300 Options at an exercise price of Rs 1/- per Option and the Fair Value of these options as per Note 16(e) to standalone financial statements is Rs 578.95/- per Equity Share.
		In view of this weighted average Exercise Price is Rs 1/- and weighted average Fair Value is Rs 580/--
vi	Employee wise details (name of employee, designation, number of options granted during the year, exercise price) of options granted to (a) Senior Managerial Personnel; (b) Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year; and (c) Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant	a) & (b) Mr Punit Misra, CEO - Domestic Broadcast Business No of Options granted - 17,300 Exercise Price - Rs. 1/-(c) Not Applicable
vii	A description of the method and significant assumptions used during the year to estimate the fair value of options including the following information viz. (a) the weighted-average values of share price, exercise price, expected volatility, expected option life, expected dividends, the risk-free interest rate and any other inputs to the model; (b) the method used and the assumptions made to incorporate the effects of expected early exercise; (c) how expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical volatility; and (d) whether and how any other features of the option grant were incorporated into the measurement of fair value, such as a market condition.	Refer Note 16(e) to the Notes to standalone financial statements for FY 2018-19 for description of method and significant assumptions used to estimate fair value of Options granted during FY 18-19.

	For and on behalf of the Board of Directors
	Punit Goenka
	Managing Directors CEO
	Adesh Kumar Gupta
	Director
Place: Mumbai
Date: May 27, 2019

ANNEXURE ''C TO DIRECTORS'' REPORT

Annual Report on Corporate Social Responsibility (CSR) - FY 2018-19

1	A brief outline of the Company''s CSR Policy including overview of projects or programs proposed to be undertaken and a reference to the weblink to the CSR policy and projects or programs	Pursuant to Section 135 of the Companies Act, 2013, the Corporate Social Responsibility Committee of the Board had approved a CSR Policy with primary focus on Education, Healthcare, Women Empowerment and Sports. Besides these focus areas the Company shall also undertake any other CSR activities listed in Schedule VII of the Companies Act, 2013. The CSR Policy of the Company can be viewed on www.zeeentertainment. com
2	The Composition of the CSR Committee	The CSR Committee of the Board comprises of 3 Directors. Mr Subodh Kumar, Non-Executive Director is the Chairman of the Committee while Prof Sunil Sharma, Independent Director & Mr Punit Goenka, Managing Director & CEO are its Members
3	Average net profit of the Company for last three financial years	Rs. 19,856.33 Million
4	Prescribed CSR expenditure (two percent of the average net profits for last three years)	Rs. 397.13 Million
5	Details of CSR spent during FY
	a) Amount to be spent in FY 2019 including unspent amount for FY 2018	Rs. 621.78 Million
	b) Amount spent	Rs. 226.97 Million
	c) Unspent amount	Rs. 394.81 Million
	d) Areas where spent	As detailed herein

						(Rs. MILLIONS)
CSR Projects or Activities Identified	Sector in which the project is Covered	Projects or Programs Local area or other, specify the State and district where projects or programs was undertaken	Amount outlay (budget) project or programs wise	Amount spent on the projects or programs	Cumulative expenditure upto the reporting period	Amount spent Direct or through implementing Agency
Education & Skill Development	CSR project for expansion of Community empowerment platform named ''Sarthi''	Bihar & Jharkhand	175.00	172.00	172.00	Subhash Chandra Foundation
Integrated Rural Development	CSR project for establishing Integrated Rural Development Centre to assist surrounding Rural areas	Haryana	50.00	50.00	222.00	Subhash Chandra Foundation
Contribution to Chief Minister Distress Relief Fund towards Kerala Flood Victims	Contribution to the Fund set up by Central Government	Kerala	1.62	1.62	223.62	Direct

						(Rs MILLIONS)
CSR Projects or Activities Identified	Sector in which the project is Covered	Projects or Programs Local area or other, specify the State and district where projects or programs was undertaken	Amount outlay (budget) project or programs wise	Amount spent on the projects or programs	Cumulative expenditure upto the reporting period	Amount spent Direct or through implementing Agency
Contribution to Hindu Spiritual & Service Foundation set up with object inter alia of educating people about importance of forest and ecology for sustainable environment	Environment sustainability, ecological balance etc	Chennai	1.25	1.25	224.87	Direct
Contribution to Annapurna Kashi Vishwanath Charitable Trust	Protection of traditional arts and culture	Varanasi	1.60	1.60	226.47	Direct
Contribution to Ammada Trust for GiveHer5 Campaign, a social initiative to bring safe sanitary solutions to women in rural India	Empowering Women and promoting sanitation	Across rural India	0.50	0.50	226.97	Direct
Total			229.97	226.97	226.97

6

Reason for not spending entire CSR amount

The CSR budget remained unspent partly due to non-availability of suitable CSR projects during the year and most of the monies spent represent the payments made for the long term projects approved during FY 2017-18. The unspent amount is being carried forward for funding suitable CSR projects in future.

The CSR committee hereby certifies that the implementation and monitoring of the CSR Policy is in compliance with the CSR objectives and Policy of the Company.

	Subodh Kumar
	Non-Executive Director
	Punit Goenka
	Managing Director and CEO
Place : Mumbai
Date : May 23, 2019

ANNEXURE ''D'' TO DIRECTORS'' REPORT

Disclosure of Managerial Remuneration pursuant to Section 197 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

A. Remuneration of each Director and Key Managerial Personnel (KMP) along with particulars of increase during the financial year, ratio of remuneration of Directors to the Median remuneration of employees and comparison of remuneration of each KMP against Company''s standalone performance:

Name of Director/ Key Managerial Person	Remuneration (Rs. Millions)	% increase in Remuneration	Ratio of Directors remuneration to Median remuneration
Non-Executive Directors $
Subhash Chandra	3.00	9%	2.80:1
Ashok Kurien	3.00	9%	2.80:1
Sunil Sharma	3.00	9%	2.80:1
Neharika Vohra	3.00	9%	2.80:1
Manish Chokhani	3.00	9%	2.80:1
Adesh Kumar Gupta	3.00	9%	2.80:1
Subodh Kumar	3.00	9%	2.80:1
Executive Director
Punit Goenka	82.95	9%	77.52:1
Key Managerial Personnel
Bharat Kedia @	9.36	5%	NA
Rohit Kumar Gupta #	18.11	NA	NA
M Lakshminarayanan	19.15	6%	NA

Note:

$ Non-Executive Directors remuneration represents Commission payable for FY 2018-19. During last FY the Company had provided Commission of Rs. 2.75 Million to each Non-Executive Director and the increase in Commission to

Non-Executive Directors has been worked out on annualized basis.

@ Resigned w.e.f. April 29, 2018

# Appointed as CFO w.e.f. September G, 2018

Sr	Requirement	Disclosure
1	The Percentage increase in median remuneration of employees in FY 18-19	18.47%
2	Number of permanent employees on the rolls of the Company	3,083
3	Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration	The average annual increase in the salaries of employees during the year was 8.8% while the average increase in Managerial Remuneration was 9% during the year.
4	Affirmation that the remuneration is as per the remuneration policy of the Company	The Company affirms that the remuneration is as per the remuneration policy of the Company

B.Disclosures relating to remuneration drawn by employees in terms of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

1. Employed throughout the year and in receipt of remuneration aggregating Rs. 1.02 Crores or more per annum.

Sr. No.	Name	Age	Designation	Remuneration Total (Rs.)	Qualification	Exp in Yrs	Date of Joining	Last Employment
1	Anurag Bedi	42	Cluster Head -Niche Channels & Zee Music Company	17,827,305	2nd Mates License in Nautical Sciences	18	5-Feb-07	Star India Pvt. Ltd.
2	Aparna Bhosle	46	Business Head, ZEE TV & FTA GEC	12,716,214	B.A, MBA in Marketing	23	1-Apr-14	Zee Learn Ltd.
3	Ashish Sehgal	49	Chief Growth Officer -Ad Sales	38,916,832	B.Com, LLB	26	1-Apr-18	Zee Unimedia Ltd
4	Atul Das	51	Chief Revenue Officer- Affiliates Revenue	23,797,015	B.Com, MMS	26	1-May-16	Taj Television (India) Pvt. Ltd.
5	Gunjarav Nayak	43	Principal Cluster Head -Sales	18,521,844	B.Com, PGD BM	22	1-Apr-18	Zee Unimedia Ltd
6	Harpreet Singh Mamick	42	Executive Cluster Head -Sales	10,428,535	B.Com, MBA in Marketing	18	1-Apr-18	Zee Unimedia Ltd
7	Laxmi Shetty	50	Chief Sales Strategy & Maximisation Officer	23,397,499	B.Sc (Hons), Diploma in - Computer Studies, Marketing Management, Oracle 6.0, Statistical Management, Advance Data Analysis for Marketing Decisions	29	1-Apr-18	Zee Unimedia Ltd
8	M. Lakshminarayanan	56	Chief Compliance Officer & Company Secretary	19,142,556	B.Com, ACS	36	19-Jan-06	BPL Power Projects Ltd.
9	Manish Aggarwal	42	Chief Marketing Officer	14,587,453	B.Com, Diploma in E-Business, MBA in Marketing	18	1-Apr-18	Zee Digital Convergence Ltd.
10	Mona Jain	53	Principal Cluster Head -Sales	18,120,584	B.Sc (lnd. Chem.), MBA in Marketing	30	1-Apr-18	Zee Unimedia Ltd.
11	Monali Ghosh	46	Executive Cluster Head -Sales	12,297,167	M.A, Masters in Marketing Management	23	1-Apr-18	Zee Unimedia Ltd.
12	Pratyusha Agarwal	41	Chief Marketing officer	14,586,911	IIT-B.tech IIM-Ahmedbad	18	25-Jan-17	Tata Unistore Ltd.
13	Punit Goenka	43	Managing Director & CEO	82,945,472	B.Com	21	1-Apr-98	ASC Enterprises Ltd.
14	Punit Misra	48	CEO - Domestic Broadcast	61,905,268	MCA/BE	24	1-0ct-16	Hindustan Unilever Ltd.
15	Raghavendra Hunsur	33	Business Head, Zee Kannada	10,478,773	B.A	15	5-May-14	ETV KANNADA
16	Rahul Sharma	49	Executive Cluster Head -Sales	10,491,393	B.Sc (Hons), PG Diploma in Marketing & Sales	25	1-Apr-18	Zee Unimedia Ltd.
17	Rajneesh Gupta	45	Executive Cluster Head - Sales	12,129,413	B.Com, MBA in Marketing	22	1-Apr-18	Zee Unimedia Ltd.

Sr. No.	Name	Age	Designation	Remuneration Total (Rs.)	Qualification	Exp in Yrs	Date of Joining	Last Employment
18	Rajnish Gupta	44	Principal Cluster Head-Sales	11,344,631	B.Com, MBA in Marketing	24	1-Apr-18	Zee Unimedia Ltd.
19	Sachin Rumde	42	Head - Operations	11,498,630	B.E (Mech.), MMS	19	1-Jun-00	NA
20	Samrat Ghosh	41	Business Head -Zee Bangla & Zee Bangla Cinema	12,647,162	B.Sc (Hons), PGDBA	19	1-Oct-10	Tata Infomedia Ltd.
21	Sanjoy Chatterjee	52	Principal Cluster Head - Sales	15,797,612	B.Com	29	1-Apr-18	Zee Unimedia Ltd.
22	Siju Prabhakaran	44	Cluster Head -South	18,020,782	B.Tech, MBA in Marketing	20	27-Sep-04	UTV Software Communication Ltd.
23	Siddharth Narula	43	Chief Revenue Officer	15,673,385	B.Sc (Hons), MBA in Sales & Marketing	18	1-Apr-18	Zee Unimedia Ltd.
24	Sujoy Sen	55	Head - DTH Business	13,992,755	B.Sc (Hons), PGDBM	32	1-May-14	Mediapro Enterprise India Pvt. Ltd.
25	Syed Ali Zainul Abedeen Zaidi	46	Business Head -Cafe Chain	12,053,572	B.Com	21	17-Aug-07	Star India Pvt. Ltd.
26	Umesh Kumar Bansal	37	Head Commercial -Domestic Broadcast Business	10,803,681	B.Tech, MBA in International Business	13	1-Apr-17	Essel Corporate Resources Pvt. Ltd
27	Venkat Nettimi	45	Head - Consumer Insights	13,539,373	MBA	23	20-Jun-17	Star India Pvt. Ltd.
28	Vijay Sanil	41	President- Sales	17,638,547	B.SC, PGDBM	16	1-Apr-18	Zee Unimedia Ltd.

2. Employed for part of the year and in receipt of remuneration aggregating Rs. 8.5 lakh or more per month.

Sr. No.	Name	Age	Designation	Remuneration Total (Rs.)	Qualification	Exp in Yrs	Date of Joining	Date of Leaving	Last Employment
1	Animesh Kumar	51	Chief People Officer	13,377,103	B.A, XLRI- PG Diploma in Personnel Management & Industrial Relations	26	23-Jul-18	Not Applicable	Future Retail Ltd.
2	Avnindra Mohan	57	President - Legal	48,370,563	B.Com, FCA, LLB	30	1-Apr-15	31-Jul-18	Essel Corporate Resources Pvt. Ltd
3	Bharat Kedia	51	Chief Financial Officer	9,362,688	B.Com, CA, CS	26	11-Jul-17	30-Apr-18	Parag Milk Foods Ltd.
4	Deepak Rajadhyaksha	44	DEPUTY BUSINESS HEAD, ZEE TV	8,264,890	M.A	18	1-Jul-04	31-Aug-18	Shop24 Seven India Pvt. Ltd.
5	Karamjit Dua	49	Principal Cluster Head - Contents Partnership and Premium Cluster	6,477,590	B.Com, MBA	28	12-Sep-18	Not Applicable	Havas Media India. Pvt. Ltd
6	Nirav Manhar Vaidya	52	Commissioning Lead - Zee TV	2,060,130	B.Ain Economics	25	12-Feb-19	Not Applicable	Sony Pictures Networks India Pvt. Ltd.
7	Praveer Priyadarshi	49	Chief People Officer	5,185,667	B.Sc (Hons), PGDPM	24	29-Nov-16	15-May-18	UOP India Pvt. Ltd.
8	Ranjeel Kumar	43	Business Head - Live / Music & Product Head	7,917,025	B.Com, Masters Programme in International Business	19	7-Sep-18	Not Applicable	Viacom 18 Media Pvt. Ltd
9	Rohit Kumar Gupta	49	Chief Financial Officer	14,886,375	B.Com, CA	26	27-Aug-18	Not Applicable	Chaudhary Group (Telecom & Mobiles)
10	Sharada Sunder	51	Cluster Head -RHSM Channels	11,031,068	B.Com, CA	25	3-Sep-10	30-Apr-18	Real Global Broadcasting
11	Swaroop Madhab Banerjee	38	Chief Operating Officer - Zee Live	4,934,484	Diploma in Automobile Engineering	19	16-Jul-18	Not Applicable	Laqshya Media Group
12	Taranjeet Singh	45	CROZee5 India & Business Head -New Projects	6,155,237	B.Com, PGDM	24	15-Oct-18	Not Applicable	Twitter Communications India Pvt. Ltd
13	Tarun Katial	44	CEO-ZEE5JNDIA	29,277,328	B.Com, MBA in Marketing	22	16-May-18	Not Applicable	Reliance Broadcast Network Ltd
14	Viresh Rameshchandra Dhaibar	57	Chief Legal Counsel	9,208,323	M.Com, LLB, LLM, ACS, ACIS (UK)	36	1-Feb-19	Not Applicable	Essel Business Excellence Services Ltd.

Notes :

1. All appointments are contractual and terminable by notice on either side.

2. None of the employees, except Mr Punit Goenka are related to any of the Directors

3. Remuneration includes Salary, Allowances, Variable Pay, Company''s Contribution to Provident Fund, Medical Benefits, Leave Travel Allowance & other Perquisites and benefits valued on the basis of Income Tax Act,1961

	For and on behalf of the Board of Directors
	Punit Goenka
	Managing Director & CEO
	Adesh Kumar Gupta
	Director
Place: Mumbai
Date: May 27, 2019

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2019

To,

The Members,

Zee Entertainment Enterprises Limited

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Zee Entertainment Enterprises Limited (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company''s books, papers, minute books, forms and returns filed and other records maintained by the Company, and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the period covered by our audit, that is to say, from April 1, 2018 to March 31, 2019 (hereinafter referred to as "Audit Period"), complied with the statutory provisions listed hereunder and also that the Company has proper board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2019 according to the provisions of:

1. The Companies Act, 2013 ("the Act") and the rules made thereunder including any re-enactment thereof;

2. The Securities Contracts (Regulation) Act, 1956 ("SCRA") and the rules made thereunder;

3. The Depositories Act, 1996 and the regulations and bye-laws framed thereunder;

4. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ("SEBI Act"):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'');

d. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013;

e. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

5. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and Overseas Direct Investments;

6. Laws specifically applicable to the industry to which the Company belongs, as identified and compliance whereof as confirmed by the management, that is to say:

a. Policy Guidelines for Uplinking of Television Channels issued by the Ministry of Information & Broadcasting;

b. Policy Guidelines for Downlinking of Television Channels issued by the Ministry of Information & Broadcasting;

c. The Cable Television Network (Regulations) Act, 1995 read with Amendments and the Cable Television Network Rules, 1994 read with Amendments;

d.The Telecommunication (Broadcasting and Cable Services) Interconnection (Addressable Systems) Regulations, 2012;

e. Standard of Quality of Service (Duration of Advertisements in Television Channels) (Amendment) Regulations, 2013;

We have also examined compliance with the Secretarial Standards 1 and 2 issued by the Institute of Company Secretaries of India;

We report that during the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines etc. mentioned above. We further report that compliance of applicable financial laws including Direct and Indirect Tax laws by the Company has not been reviewed in this Audit since the same has been subject to review by the Statutory Auditors and other designated professionals.

Management Responsibility:

i. Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit;

ii. We have followed the audit practices and the processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion;

iii. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company or verified compliance of laws other than those mentioned above;

iv. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the verification of procedure on test basis;

v. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. There were no changes in the composition of the Board of Directors that took place during the Audit Period.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, except in case of one meeting, which was called at shorter notice in compliance with the applicable provisions of the Act and Secretarial Standard, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the Audit Period, the Company had the following specific events:

i. Composite Scheme of Arrangement and Amalgamation with WOS

The Board of Directors of the Company at their meeting held on July 24, 2017 approved the Composite Scheme of Arrangement and Amalgamation between the Company and its WOS viz. Zee Digital Convergence Ltd. (ZDCL), India Webportal Pvt. Ltd. (IWPL), Zee Unimedia Ltd. (ZUL) and Sarthak Entertainment Pvt. Ltd. (SEPL) and their respective shareholders, inter alia for -

(i) Demerger of certain undertakings of ZDCL, IWPL and ZUL vesting with the Company and

(ii) Amalgamation of SEPL with the Company w.e.f. the Appointed Date of April 01, 2017.

Hon''ble National Company Law Tribunal, Mumbai Bench sanctioned the Composite Scheme of Arrangement and Amalgamation vide order dated April 11, 2018 and the Company has filed the E-form INC-28 with

the Registrar on May 3, 2018. Upon filing of which the said Scheme has become effective w.e.f. May 3, 2018.

ii. Partial redemption of Listed Bonus Preference Shares

The Company redeemed 20% of the nominal value of Listed Bonus Preference Shares of INR 8/- each, i.e. redemption of INR 2/- per preference share, due at the 5th anniversary of the issue of such Preference Shares on March 5, 2019;

Consequent to such redemption, the outstanding issued, subscribed and paid-up Listed Bonus Preference Share Capital of the Company stands reduced from Rs. 16,13,55,38,496/- comprising of 2,01,69,42,312 Listed Bonus Preference Shares of Rs. 8/- each to Rs. 12,10,16,53,872/- comprising of 2,01,69,42,312 listed bonus preference shares of Rs. 6/- each with effect from March 6, 2019.

iii. Redemption of unlisted preference shares

The company redeemed 39,49,105 6% unlisted cumulative redeemable non-convertible preference shares of Rs. 10/- each (Unlisted Series B Preference shares), which were issued on July 24, 2017 pursuant to Composite Scheme of Arrangement for demerger of General Entertainment Channel Undertakings of the Demerged entities, to the shareholders of the demerged entities, on March 20, 2019. The due date for redemption was July 23, 2020 or any time before the redemption date at the discretion of the company.

iv. Issue of equity shares under ESOP Scheme:

The Company had allotted 9,450 (Nine Thousand Four Hundred Fifty) Equity Shares of Rs. 1 each on April 10, 2018 and 3,430 (Three Thousand Four Hundred Thirty) Equity shares of Rs. 1 each on October 31, 2018 in accordance with ZEEL ESOP Scheme 2009 (as modified in 2016).

	For M/s Vinod Kothari & Company
	Practising Company Secretaries
	Vinita Nair
	Partner
	Membership No.: A31669
	C P No.: 11902
Place: Mumbai
Date: May 15, 2019

---

Mar 31, 2018

TO THE MEMBERS

The Directors are pleased to present the Thirty Sixth Annual Report of your Company’s business and operations along with the Audited Financial Statements (‘Annual Accounts’) for the financial year ended March 31, 2018.

1. RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 (‘the Act’), in relation to the Annual Accounts for the Financial Year 2017-18, your Directors confirm that:

a. The Annual Accounts of the Company have been prepared on a going concern basis;

b. In the preparation of the Annual Accounts, the applicable accounting standards had been followed and there are no material departures;

c. The accounting policies selected were applied consistently and the judgments and estimates related to these annual accounts have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018, and, of the profits of the Company for the year ended on that date;

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

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

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

2. FINANCIAL RESULTS

The Financial Performance of your Company for the year ended March 31, 2018 is summarized below:

(Rs. MILLIONS)

	Standalone Year Ended		Consolidated Year Ended
Particulars	31.03.2018	31.03.17*	31.03.2018	31.03.17*
Revenue from Operations	57,956	50,249	66,857	64,342
Other Income	9,818	3,479	4,403	2,240
Total Income	67,774	53,728	71,260	66,582
Total Expenses	40,463	38,047	49,431	49,802
Share of Associates / Joint Ventures	-	-	12	(5)
Exceptional Items	-	470	1,346	12,234
Profit Before Tax	27,311	16,151	23,187	29,009
Provision for Taxation (net)	8,192	6,467	8,409	6,808
Profit after Tax	19,119	9,684	14,778	22,201

Note: * FY 17 results have been restated to incorporate the effect of certain business undertakings vested with the Company as at 31 March 2017 in pursuance of Scheme of Arrangement

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report, which affect the financial position of the Company. Based on the internal financial control framework and compliance systems established in the Company, the work performed by Statutory, Internal, Secretarial Auditors and reviews performed by the management and/or the Audit Committee of the Board, your Board is of the opinion that the Company’s internal financial controls were adequate and working effectively during the Financial Year 2017-18.

3. DIVIDEND

Equity Shares

In accordance with the Dividend Distribution Policy adopted by your Board and available on the website of the Company www.zeeentertainment. com, your Directors recommend payment of Equity Dividend of Rs.2.90 per equity share of Rs.1/- each and such Equity Dividend, upon approval by the Members of the Company at the ensuing Annual General Meeting, shall be payable on the outstanding equity capital as at the Record Date i.e. July 10, 2018. The outflow on account of equity dividend and the tax on such dividend distribution, based on current Paid-up Equity Share Capital of the Company would aggregate to Rs.3357.87 million, resulting in payout of 25% of the Consolidated Net Profits for the Financial year 2017-18.

Preference Shares

In accordance with the terms of Listed 6% Cumulative Redeemable NonConvertible Preference Shares issued as Bonus in 2014 (Bonus Preference Shares) and Unlisted Series B - 6% Cumulative Redeemable NonConvertible Preference Shares issued in accordance with the Scheme (Unlisted Series B Preference Shares), the Company had remitted an aggregate Preference Dividend of Rs.1194.54 Million, comprising of:

- Pro-rata Preference Dividend of ‘ 0.11145 on the redemption value of Rs.2 per Bonus Preference Share for the period from April 1, 2017 till Redemption date;

- Preference Dividend of ‘ 0.48 per share for FY 2017-18 on the Bonus Preference Shares of Rs.8 per share post redemption; and

- Pro-rata Preference Dividend of ‘ 0.41 per share on the Unlisted Series B Preference Shares of Rs.10 each for the period from date of allotment till March 31, 2018

4. BUSINESS OVERVIEW

During fiscal 2018, your Company delivered another strong year of performance despite certain challenges and uncertainties in the macroenvironment. The advertising revenues were impacted in the first half due to disruptions caused by implementation of Goods and Services Tax (GST) - an unified taxation regime, which led to cut-back in ad spends by advertisers. However, FMCG and other consumer discretionary categories launched new products and stepped up their spending on campaigns and activations during the second half of the fiscal, aiding the growth of advertising revenues. On the subscription business, TRAI’s tariff order on MRP based channel distribution and the lack of clarity on the status of this regulation resulted in temporary delays in monetization in newly digitized Phase III markets for the broadcasters, besides the exit of a DTH player affecting the subscription growth for the industry. Overall, as per FICCI-EY report, the Indian Media and Entertainment (M&E) industry registered a growth of 12.6% in CY17 reaching Rs.1,473 billion in size and is forecasted to register 11.3% CAGR over the next three years with all segments of M&E industry registering growth over this period.

FY18 was an eventful year for your company. On completion of 25 years of broadcast operations, your Company adopted a refreshed brand philosophy of ‘Extraordinary Together’ with new brand logos across all business verticals and the initiative was accompanied by iconic 360^omarketing campaigns, enhancing the brand equity and brand recall significantly.

ZEE5 - your Company’s new OTT offering in digital space, was launched with 100,000 hours of content across genres in 12 languages. The initial response has been encouraging and your Company plans to significantly ramp-up original content production for usage in the platform in fiscal 2019. In the domestic broadcast business, your company was the #1 player in the non-sports entertainment segment with an all-India viewership share of 18%. This was led by strong performance by the flagship channel - Zee TV, market share gains in regional channels portfolio and integration of two channels of RBNL.

During the year under review:

- Zee TV was the number one Hindi GEC, with 200 bps increase in market share;

- Zee Anmol and the portfolio of Hindi movie channels continued to be leader in their respective categories;

- Zee Marathi, Sarthak and Big Ganga in regional channels space maintained their leadership positions and other regional channels such as Zee Telugu, Zee Bangla, Zee Tamil and Zee Kannada witnessed market share gains and most of the channels narrowed gap with the leader;

- &Prive HD was launched as a premium English movie channel which quickly climbed to be the #1 position since launch;

- Zee Studios, the movie production business, released 10 movies across three languages - Hindi, Marathi and Punjabi, all of which were received well at the box office. ‘Mom’ won the National Award for Best Actor - Female;

- Zee Music Company continued to expand its music catalogue across languages and the music label has gained strong traction in just four years of its launch and is already the #2 music channel by subscribers on YouTube; and

- In the international business, your Company expanded the reach of its channels across geographies and has entered into new distribution partnerships in markets like USA and MENAP to gain a wider audience. In select markets like UK, the channels moved to the basic pack of some of our distributors. These initiatives have helped to increase the reach of ZEEL’s content to 578 million people across 170 countries.

5. CORPORATE RESTRUCTURING

During the year under review, your Company:

- Acquired the General Entertainment Broadcasting business of Reliance ADAG group housed under Reliance Big Broadcasting Pvt Ltd, Big Magic Limited and Azalia Broadcast Private Limited, in pursuance of a Composite Scheme of Arrangement approved by the Mumbai Bench of Hon’ble National Company Law Tribunal vide order passed on July 13, 2017. The said Scheme inter alia provided for Demerger of 6 (six) Television Channels of Reliance ADAG group companies viz. Big Magic (Hindi GEC in Comedy genre), Big Ganga (Regional Channel in Bhojpuri language), Big Magic Punjab (Regional channel in Hindi), Big Magic HD, Big Gaurav and Big Thrill vesting with the Company with effect from Appointed Date of March 31, 2017. This acquisition enabled the Company to expand its portfolio of the Channels into newer genres; and

- Consolidated certain businesses carried on by some of the Domestic Subsidiaries in pursuance of a Composite Scheme of Arrangement and Amalgamation inter alia for (a) Demerger of Demerged Undertakings (as defined in the Scheme) of Zee Digital Convergence Limited, India Webportal Pvt Ltd and Zee Unimedia Limited vesting with the Company; and (b) Amalgamation of Sarthak Entertainment Pvt Ltd with the Company, with effect from Appointed Date of April 1, 2017. The said

Composite Scheme of Arrangement and Amalgamation was approved by the Mumbai bench of Hon’ble National Company Law Tribunal vide order passed on April 11, 2018 and became effective on and from May 3, 2018. The consolidation of the businesses of the Domestic Subsidiaries in pursuance of the Scheme is expected to enable efficient cash flow management, better tax efficiency and avoidance of duplication of administrative overheads.

The effect of above Scheme(s) have been given in the Audited Financial Statements of the Company for FY 2017-18 and accordingly as required under Indian Accounting Standards, the Financial Statements for the previous financial year 16-17 has been restated to make it comparable.

6. CAPITAL STRUCTURE

During the year under review, your Company had:

- Issued and allotted 39,49,105 - Unlisted 6% Cumulative Redeemable Non-Convertible Preference Shares of Rs.10/- each (Series B Preference Shares), on July 24, 2017, as consideration in pursuance of the Composite Scheme of Arrangement for acquisition of General Entertainment Broadcasting Business of Reliance ADAG group entities;

- Redeemed 20% of Nominal value of Listed 6% Cumulative Redeemable Non-Convertible Preference Shares of Rs.10/- each (Bonus Preference Shares) on the 4th anniversary of its issuance as per the terms of the issue, resulting in outflow of Rs.4033.88 Million towards redemption at the rate of Rs.2 per Preference Share. As required under Section 55 of the Act, the amount equivalent to Redemption value was credited to Capital Redemption Reserve Account of the Company. Further pursuant to the provisions of Income Tax Act, 1961 the said redemption amount paid was treated as Dividend pay-out and accordingly was subjected to payment of Dividend Distribution Tax by your Company; and

- Issued and allotted 4,900 Equity Shares of Rs.1 each upon exercise of options granted under Company’s ESOP Scheme.

Consequent to the above issuance/redemption, the Paid-up Share Capital of the Company as at March 31, 2018 stood at Rs.17,135,483,166/comprising of 960,453,620 Equity shares of Rs.1/- each; 2016,942,312 of Bonus Preference Shares of Rs.8/- each; and 3,949,105 Unlisted Series B Preference Shares of Rs.10/- each.

Subsequent to closure of the financial year, your Company had issued and allotted 9,450 Equity Shares of Rs.1 each upon exercise of stock options granted under the ESOP Scheme.

During the year under review, Brickwork Ratings India Private Ltd had re-affirmed the rating assigned to the Bonus Preference Shares of the Company, at ‘BWR AAA’ which denotes that the instruments with this rating are considered as having highest degree of safety regarding timely servicing of financial obligations.

7. SUBSIDIARIES & JOINT VENTURES

As at March 31, 2018 your Company had 29 Subsidiaries (28 Subsidiaries as on March 31, 2017), 2 Associates (3 as at March 31, 2017) and 1 Joint Venture Company (1 as at March 31, 2017).

Your Board confirms that as at March 31, 2018, none of the Subsidiaries of the Company qualifies to be considered as Material Subsidiary as per SEBI Listing Regulations and Company’s policy on determining Material Subsidiary.

International Operations: As at March 31, 2018, the International Operations of the Company are carried out through 21 direct and indirect subsidiaries (21 as at March 31, 2017).

During the year under review:

- Zee Studio International Limited, Canada, a step-down wholly owned overseas subsidiary of the Company through ATL Media Limited, Mauritius, incorporated a wholly owned subsidiary in the Province of British Columbia in the name of Pantheon Productions Limited;

- Zee Radio Network Middle East FZ LLC, a Step down wholly owned overseas subsidiary of Company through Asia Today Limited, Mauritius was de-registered and ceased to exist with effect from December 23, 2017;

- The second phase of Sale of Sports Broadcasting business, housed under erstwhile domestic subsidiary Taj Television (India) Pvt Ltd and overseas step down subsidiary Taj TV Ltd, Mauritius, to Sony group was concluded upon receipt of aggregate consideration of USD 366.32 Million, after certain adjustments as per terms of Agreement;

- Taj TV Ltd, Mauritius - a wholly owned step-down overseas subsidiary, bought back 12,150 Ordinary Shares of USD 1000 each held by its Holding Company ATL Media Limited, Mauritius at an aggregate consideration of USD 111.59 Millions and consequently the paid-up capital of Taj TV Ltd stood reduced to 4,800 Ordinary Shares of USD 1000 each held entirely by ATL Media Limited; and

- ATL Media Limited - a wholly owned overseas subsidiary, redeemed Preference Shares of USD 110.5 Million held by the Company and remitted the redemption amount along with Preference Dividend of USD 8.66 Million. Additionally, ATL Media Limited, remitted Equity Dividend(s) aggregating to USD 118.51 Million during the year to the Company.

India Operations: As at March 31, 2018, the Company had 8 direct and indirect domestic subsidiaries (7 as at March 31, 2017).

During the year under review your Company acquired:

- Balance 49% equity stake in India Webportal Private Limited - a Joint Venture entity, from its existing shareholders thereby making it a Wholly Owned Subsidiary of the Company;

- Balance 51% equity stake in Fly-By-Wire International Private Limited

- an associate entity, from its existing shareholders, thereby making it a wholly owned subsidiary of the Company;

- 80% equity stake in Margo Networks Private Limited, a technology startup which has developed a technology to set-up server and compute infrastructure which will enable content consumption and has the potential to significantly drive-up the digital content consumption scenario;

- 12.5% stake (on fully diluted basis) in Tagos Design Innovations Pvt Ltd, a technology start-up engaged in development of in-video discovery platform, with an intent to expand digital platforms for the Media content.

Further, in pursuance of the Composite Scheme of Arrangement and Amalgamation approved by Hon’ble National Company Law Tribunal vide order passed on April 11, 2018,

- Sarthak Entertainment Pvt Ltd - a wholly owned subsidiary merged with the Company and dissolved without winding-up with effect from Appointed Date of April 1, 2017; and

- Certain business undertakings of the wholly owned subsidiaries viz. Zee Digital Convergence Limited, Zee Unimedia Limited and India Webportal Pvt Ltd stood demerged and vested with the Company and your Company’s investment in these wholly owned subsidiaries stood reduced, consequent to reduction of the paid-up capital of these subsidiaries to reflect the remaining business after such demerger

Apart from the above, no other Subsidiary / Joint-venture / Associate was acquired or divested during the financial year 2017-18. In compliance with Section 129 of the Act, a statement containing requisite details including financial highlights of the operation of all the subsidiaries in Form AOC-1 is annexed to this report as Annexure A.

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

Your Company has obtained a certificate from its Statutory Auditors certifying that the Company is in compliance with the FEMA regulations with respect to the downstream investments made during the year under review.

8. EMPLOYEE STOCK OPTION SCHEME

In pursuance of ZEEL ESOP Scheme 2009, during the year under review the Nomination and Remuneration Committee had granted 18,900 Stock Options to Mr Punit Misra, CEO - Domestic Broadcast Business, resulting in aggregate grant of 28,700 Stock Options to Mr Punit Misra as at March 31, 2018. The said Stock Options are convertible into equivalent number of Equity Shares upon payment of Exercise Price of Rs.1/- per share by the Option Grantee. Accordingly, as per the terms of grant and upon exercise of vested Stock options by Mr Punit Misra, 4,900 Equity Shares were issued and allotted to him during FY 17-18 and 23,800 unvested Stock Options were outstanding as at March 31, 2018.

Requisite disclosures as required under Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 is annexed to this report as Annexure B. The Statutory Auditors of the Company M/s Deloitte Haskins & Sells LLP, Chartered Accountants have certified that the Company’s Employee Stock Option Scheme has been implemented in accordance with SEBI Regulations and the resolution passed by the shareholders. The said disclosure on Company’s ESOP Scheme will also be available on the Company’s website www. zeeentertainment.com as part of the Annual report.

Subsequent to closure of the financial year, the Nomination and Remuneration Committee approved grant of 17,300 additional Stock Options to Mr Punit Misra on similar terms and had issued and allotted 9,450 Equity Shares to Mr Punit Misra upon exercise of options vested in April 2018.

9. CORPORATE SOCIAL RESPONSIBLITY

Corporate Social Responsibility (CSR) at Zee is all about engaging in long-term sustainable programs that actively contribute to and support the social and economic development of the society. Accordingly, as an unified approach towards CSR at Essel Group level and with an intent to support long term projects focused on developing and empowering society, your Company had, along with other Essel group entities, established a Section 8 Company in the name of Subhash Chandra Foundation. The CSR contributions of the Essel group companies are pooled into the Foundation to fund long-term projects.

During the year under review, CSR Committee approved commitment to CSR projects spends aggregating to Rs.293.90 Million in the spheres of education, citizen empowerment, community development, and preservation of cultural and national heritage. The said commitment inter aliaincluded 2 long term CSR projects requiring need/milestone based funding staggered over a period of 2 years, which includes

a. An Education and Skill development project taken up by Subhash Chandra Foundation, by expanding the Community Empowerment Platform Sarthi to the States of Bihar and Jharkhand. The said project was established last year as Pilot run in the States of Madhya Pradesh and Chattisgarh with focus on education, skill development & alternate livelihood, and had a good impact on the society wherein Sarthi partnered with 434 organizations to increase its reach. Based on learnings during the pilot run, Subhash Chandra Foundation proposed to expand the platform to the States of Bihar and Jharkhand at a project cost of Rs.215 Million committed by your Company and required to be funded in tranches over a period of 2 years.

b. An Integrated Rural Development Project taken up by Subhash Chandra Foundation in collaboration with Ekal Gramothan Foundation by setting up a Gramothan Resource Centre (GRC) which will serve around 100 surrounding villages by facilitating creation of self-sustainable opportunities, enhance farm productivity, promote and support rural micro-entrepreneurs and help arrest migration. As part of the project Subhash Chandra Foundation proposes to set-up a GRC in Haryana at a project cost of Rs.50 Million committed by your Company and required to be funded in tranches over a period of 2 years.

During the year under review, as against the committed and approved CSR spend of Rs.293.90 Million, your Company had released an aggregate of Rs.68.90 Million and the balance amounts would be spent/remitted towards long term CSR Projects mentioned above over a period of next financial year from out of the CSR budget of FY 17-18.

Annual report on Corporate Social Responsibility activities initiated by the Company during the year under review, in compliance with the requirements of Companies Act, 2013, is annexed to this report as Annexure C. The said Annual Report on CSR activities for FY 17-18, does not include CSR spend of Rs.2.50 Million by Sarthak Entertainment Pvt Ltd, which got amalgamated with the Company with effect from April 1, 2017, for promoting an integrated Agri-rural development project in the State of Haryana.

10. CORPORATE GOVERNANCE AND POLICIES

In order to maximize shareholder value on a sustained basis, your Company has been constantly reassessing and benchmarking itself with well-established Corporate Governance practices besides strictly complying with the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), applicable provisions of Companies Act, 2013 and applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

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

In compliance with the requirements of Companies Act, 2013 and Listing Regulations, your Board has approved various Policies including Code of Conduct for Directors & Senior Management, Material Subsidiary Policy Insider Trading Code, Document Preservation Policy, Material Event Determination and Disclosure Policy, Fair Disclosure Policy, Corporate Social Responsibility Policy, Whistle Blower and Vigil Mechanism Policy, Related Party Transaction Policy, Remuneration Policy and Dividend Distribution Policy. These policies & codes along with the Directors Familiarization Program and Terms and Conditions for appointment of Independent Directors have been uploaded on Company’s corporate website and can be viewed on https://www.zeeentertainment.com/ investors/investor-governance.

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

11. DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year there has been no change in the constitution of your Board which comprises of 8 Directors including 4 Independent Directors, an Executive Director and 3 Non-Executive Directors. Independent Directors provide their declarations both at the time of appointment and annually, confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and Listing Regulations. During FY 2017-18 your Board met 8 (eight) times details of which are available in Corporate Governance Report annexed to this report.

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

The Notice of ensuing Annual General Meeting includes a proposal seeking Members approval by way of Special Resolution for re-appointment of Mr Adesh Kumar Gupta as an Independent Director for the second term of 3 years from expiry of his current term on December 29, 2018. Your Company has received a notice from a Members proposing such re-appointment of

Mr Adesh Kumar Gupta as Independent Director for second term and based on performance evaluation process and communication received from Mr Adesh Kumar Gupta confirming that he continues to meet the criteria of Independence, your Board recommends his re-appointment as an Independent Director for the second term of 3 years upon expiry of the current term on December 29, 2018.

During the year under review, consequent to Mr Mihir Modi moving to handle other functions within the group, Mr Bharat Kedia was appointed as Chief Financial Officer of the Company with effect from August 1, 2017 Accordingly, the Key Managerial Personnel of the Company as at March 31, 2018 comprised of Mr Punit Goenka, Managing Director & CEO, Mr M Lakshminarayanan, Chief Compliance Officer & Company Secretary and Mr Bharat Kedia, Chief Financial Officer

Subsequent to closure of FY 2017-18, Mr Bharat Kedia resigned as Chief Financial Officer of the Company with effect from the close of business on April 28, 2018 and pending appointment of new Chief Financial Officer by the Board, the finance functions of the Company are currently being discharged by Mr Sundeep Mehta, Finance Controller

12. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the evaluation of annual performance of the Directors / Board / Committees was carried out for the financial year 2017-18. The details of the evaluation process are set out in the Corporate Governance Report annexed to this Report.

13. BOARD COMMITTEES

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

14. AUDITORS

Statutory Audit:

At the 35th Annual General Meeting held on July 12, 2017, the Shareholders had approved appointment of M/s Deloitte Haskins & Sells LLP, Chartered Accountants having Firm Registration No. 117366W/W-100018 as Statutory Auditors of the Company until conclusion of 40th Annual General Meeting to be held in the year 2022 subject to ratification by the Shareholders every year. Pursuant to recent amendment to Section 139 of the Companies Act, 2013 effective May 7, 2018, ratification by the Shareholders every year for the appointment of Statutory Auditors is no longer required and accordingly the Notice of ensuing Annual General Meeting does not include the proposal for seeking Shareholders approval for ratification of Statutory Auditors appointment. The Company has received certificate of eligibility from M/s Deloitte Haskins & Sells LLP in accordance with the provisions of the Companies Act, 2013 read with rules thereunder and a confirmation that they continue to hold valid Peer Review Certificate as required under Listing Regulations.

Secretarial Audit:

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

The reports of M/s Deloitte Haskins & Sells LLP., Chartered Accountants as Statutory Auditors and M/s Vinod Kothari & Co. Company Secretaries as Secretarial Auditor forming part of this Annual report do not contain any qualification, reservation or adverse remarks. During the year under review the Statutory Auditors had not reported any matter under Section 143 (12) of the Act and therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

Cost Audit:

In compliance with the requirements of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, M/s Vaibhav P Joshi & Associates, Cost Accountants, (Firm Registration No. 101329) was engaged to carry out Audit of Cost Records of the Company for Financial Year 2017-18. Requisite proposal seeking ratification of remuneration payable to the Cost Auditor for FY 2017-18 by the Members as per Rule 14 of Companies (Audit and Auditors) Rules, 2014, forms part of the Notice of ensuing Annual General Meeting.

15. HUMAN RESOURCES & PARTICULARS OF EMPLOYEES

Being in the business of creativity, your Board believes that people are the ultimate differentiators in your Company and efforts are taken to attract, develop and retain employees. In order to ensure sustainable business growth and become future ready, your Company over the years has been focusing on strengthening its talent management, performance management & employee engagement processes. Employees of your Company are trained to drive values and they believe, live and demonstrate the 7 core values of the company - namely Customer First, Go for Big Hairy Audacious Goals (BHAG), Be Frugal, Respect Humility and Integrity, Speed and Agility, Solve big Problems, and Accountability for Results. During the year, your Company has moved on to build a high-trust, high-performance culture and as a result has been ranked amongst the top 100 ‘India’s Best Companies to Work For 2017’ as well amongst the Best Company to work for in the Media Industry, in a study conducted by Great Place to Work® Institute and The Economic Times. Your company has been institutionalizing the people philosophy framework “SAMWAD” (Effective Conversation) to ensure that, as part of the key objectives, people managers deliver on organization’s expectations of managing outcome and developing people by focusing on their talents. Your company continues to build talent pipeline by engaging and hiring fresh talent from renowned campuses, building capabilities in key business functions through training and development initiatives, breaking the barriers of communication, building a culture of appreciation, recognizing top talent and offering a seamless employee experience by migrating to SAP’s Success Factors Human Capital Management (HCM). As on March 31, 2018, your Company had 1776 employees.

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

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

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

Conservation of Energy

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

Technology Absorption

Your Company accelerated the use of enabling technologies towards its “customer first initiatives”, with special emphasis on quality of content, delivery and reliability, results of which will be evident in the coming years.

The new technology initiatives by your Company span across production, transmission and distribution of content which ensures unparalleled high-quality content delivery with the lowest time to air across any network in India. Production of content for premium channels is based on use of 4K equipment and the transmission networks are upgraded to use high efficiency modes, with near doubling of capacities across its multiple satellite leases which reflect in customer perceived video quality (PVQ) on its channels. Most of the distribution network of your Company has been revamped with the use of very high grade professional multichannel decoders which match the changing ground paradigm of agglomeration of networks, and larger DTH and MSO networks delivering content to millions of digital customers.

Foreign Exchange Earnings & Outgo:

During the Financial Year 2017-18 the Company had Foreign Exchange earnings of Rs.9,789 Millions (which includes Rs.7,816 Millions being the Dividend received from an overseas Subsidiary) and outgo of Rs.566 Millions.

17. DISCLOSURES

i. Particulars of loans, guarantees and investments: Particulars of loans, guarantees and investments made by the Company as required under section 186 (4) of the Companies Act, 2013 and the Listing Regulations are contained in Note No. 37 to the Standalone Financial Statements.

ii. Transactions with Related Parties: All contracts/arrangements/ transactions entered by the Company during the financial year with related parties were on an arm’s length basis, in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and Listing Regulations. During FY 2017-18, there are no materially significant Related Party Transactions by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All related party transactions, specifying the nature, value and terms of the transactions including the arms-length justification, are placed before the Audit Committee for its approval and statement of all related party transactions carried out is placed before the Audit Committee for its review on a quarterly basis. During the year under review, there have been no materially significant related party transactions by the Company as defined under Section 188 of the Act and Regulations 23 the Listing Regulations and accordingly no transactions are required to be reported in Form AOC-2 as per Section 188 of the Companies Act, 2013.

iii. Risk Management: Your Company has well-defined operational processes to ensure that risks are identified and the operating management is responsible for identifying and implementing mitigation plans for operational and process risk. Key strategic and business risks are identified and managed by senior management team with active participation of Risk Management Committee. The Risks That Matters (RTM) and their mitigation plans are updated and reviewed periodically by the Risk Management Committee of your Board and integrated in the Business plan for each year. The details of constitution, scope and meetings of the Risk Management Committee forms part of the Corporate Governance Report. In the opinion of the Board there are no risks that may threaten the existence of the Company.

iv. Internal Financial Controls and their adequacy: Your Company has adequate internal financial controls and processes for orderly and efficient conduct of the business including safeguarding of assets, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically and at the end of each financial year.

Your Company has adopted accounting policies which are in line with the Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 read together with the Companies (Indian Accounting Standards) Rules, 2015. These are in accordance with Generally Accepted Accounting Principles in India.

v. Deposits & Unclaimed Dividend/Shares: Your Company has not accepted any public deposit under Chapter V of the Companies Act, 2013.

During the year under review, in terms of provisions of Investors Education and Protection Fund (Awareness and Protection of Investors) Rules, 2014, unclaimed dividend declared by the Company for financial year 2009-10, both interim and Final, aggregating to Rs.2.28 Million was transferred to Investors Education and Protection Fund.

Additionally, in compliance with the requirements of The Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) as amended, your Company had during the year under review transferred 113,370 Unclaimed Equity Shares of Rs.1 each to the beneficiary account of IEPF Authority. The said Unclaimed Dividend and/or the Equity Shares can be claimed by the Shareholders from IEPF authority after following process prescribed in IEPF Rules.

vi. Extract of Annual Return: The extract of Annual Return in Form MGT-9 as required under Section 92(3) of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 is annexed to this report as Annexure E.

vii. Sexual Harassment: Your Company is committed to provide safe and conducive working environment to all its employees and has zero tolerance for sexual harassment at workplace. In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules thereunder your Company has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace and has constituted 8 Internal Complaints Committee functioning at various locations to redress complaints regarding sexual harassment.

During the year under review, 3 (three) complaints were received by the Company and were investigated in accordance with the procedure and resolved.

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

18. ACKNOWLEDGEMENTS

Employees are our vital and most valuable assets. Your Directors value the professionalism and commitment of all employees of the Company and place on record their appreciation of the contribution and efforts made by all the employees in ensuring excellent all-round performance. Your Board also thank and express their gratitude for the support and cooperation received from all stakeholders including viewers, producers, customers, vendors, advertising agencies, investors, bankers and regulatory authorities.

For and on behalf of the Board of Directors

Punit Goenka

Managing Director & CEO

Adesh Kumar Gupta

Director

Place: Mumbai

Date: May 10, 2018

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Mar 31, 2017

TO THE MEMBERS

The Board of Directors are pleased to present the Thirty Fifth Annual Report covering the business and operations of the Company and the Audited Financial Statements of the Company for the financial year ended March 31, 2017.

RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 (‘the Act’), in relation to the Annual Financial Statements for the Financial Year 2016-2017, your Directors state and confirm that:

a) The Financial Statements of the Company - comprising of the Balance Sheet as at March 31, 2017 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis;

b) During the financial year ended on March 31, 2017, the Company has for the first time adopted Indian Accounting Standards (Ind-AS) as per Section 133 of the Companies Act, 2013 and accordingly the Annual Financial Statements for the financial year ended on March 31, 2017 and comparative thereof for the financial year ended on March 31, 2016, have been prepared as per Ind-AS as against I-GAAP Accounting Standards followed in the earlier years and proper explanation along with reconciliation have been provided in relation to material departures;

c) Accounting policies selected were applied consistently and the judgements and estimates related to these financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017, and, of the profits of the Company for the year ended on that date;

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

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

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

FINANCIAL RESULTS

The Financial Performance of your Company for the year ended March 31, 2017 is summarised below:

(Rs. Millions)

Particulars	Standalone - Year Ended Consolidated - Year Ended
	31.03.17	31.03.16	31.03.17	31.03.16
Revenue from Operations	49,284	42,065	64,342	58,125
Other Income	3,471	2,260	2,240	1,951
Total Income	52,755	44,325	66,582	60,076
Total Expenses	36,269	33,026	49,802	46,036
Share of Associates / Joint Ventures			(5)	19
Exceptional Items	470		12,234	(331)
Profit Before Tax	16,956	11,299	29,009	13,728
Provision for Taxation (net) Profit after Tax	6,616	4,717	6,804	5,491
	10,340	6,582	22,205	8,237
Non-Controlling Interest Other Comprehensive Income			12	5
	(19)	(7)	(26)	(4)
Profit available for appropriation	10,321	6,575	22,191	8,238
Retained Earnings Brought forward	30,812	26,860
Amount available for appropriations	41,133	33,435
Equity Dividend (proposed)	2,401	2,161
Tax on proposed Equity Dividend	489	440
Transferred to Capital Redemption Reserves		22
Retained Earnings carried forward	38,243	30,812

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report, which affect the financial position of the Company. Based on the internal financial control framework and compliance systems established in the Company, the work performed by Statutory, Internal, Secretarial Auditors and reviews performed by the management and/or the Audit Committee of the Board, your Board is of the opinion that the Company’s internal financial controls were adequate and working effectively during financial year 2016-17.

DIVIDEND EQUITY SHARES

In accordance with the Dividend Distribution Policy adopted by the Board and available on website of the Company www.zeetelevision.com, your Directors recommend payment of Equity Dividend of Rs.2.50 per equity share of Rs.1/- each and such Equity Dividend, upon approval by the Members of the Company at the ensuing Annual General Meeting, shall be payable on the outstanding equity capital as at the Record Date i.e. July 6, 2017. The outflow on account of equity dividend and the tax on such dividend distribution, based on current paid-up capital of the Company would aggregate to Rs.2,890 Million, resulting in a payout of 29% of the Consolidated net profits for Financial year 2016-17.

PREFERENCE SHARES

In April 2017, your Company had remitted Preference Dividend of Rs.0.60 on 6% Cumulative Redeemable Non-Convertible Preference Shares of Rs.10 each for financial year 2016-17 resulting in dividend outflow of Rs.1,210 Million.

BUSINESS OVERVIEW

During fiscal 2017, your Company witnessed yet another strong year of performance despite the uncertain macro-environment, reflecting the inherent strength of our business portfolio and continued to perform well in domestic markets while expanding our international reach. FY2017 turned out to be an eventful year with the Government’s decision to demonetise high value currency during November 2016. However Indian economy proved to be resilient with GDP growth being marginally impacted despite the high magnitude of the event. This had an adverse impact on the Indian Television Media industry which registered a growth of 8.5%. Revenues for the industry increased from Rs.542 billion in 2015 to Rs.588 billion in 2016. That said, industry report by FICCI-KPMG expects growth to bounce back in 2017 and deliver a consistent 15% CAGR for Television Media industry during 2016-2021. With the inclusion of rural data, BARC ratings system has provided deep insights into the vast rural viewership patterns. Further, BARC is under the process to include digital viewership which would enhance transparency and help advertisers to manage their campaigns effectively. The roll out of digitisation process in Phase III cities has largely been completed and given the geographical spread, it seems, Phase IV completion will take longer despite the deadline of March-17. While the TRAI released its regulations for interconnection fees, implementation of the same is uncertain given the pending litigations. Your Company has published pricing for the channels and bouquets and is confident of driving subscription business growth.

Your Company’s flagship channel, Zee TV was ranked third in the Hindi GEC space during the year with shows like Kumkum Bhagya, Mehek and Piya Albela being among the top-2 shows in their primetime slots. Further SRGMP Lil Champs became the biggest non-fiction launch in FY17 in the Hindi GEC space. While Zee TV saw some decline in viewership during the year, remedial measures were taken, early results whereof were visible during the end of the fiscal year with improvement in Zee TV’s ratings.

Your Company’s Hindi GEC, &TV has completed two years and has performed well in the cluttered GEC space. Its shows Bhabhiji Ghar Pe Hain and Jai Santoshi Maa continued to perform well. Non-fiction shows like So You Think You Can Dance also gained popularity.

Zee Anmol, your Company’s Free To Air (FTA) channel, which airs popular shows from ZEE’s content library was the No. 1 channel among the FTA channels during FY2017.

Movie channels’ cluster of your Company strengthened its movie library and continued to lead the Hindi Movie genre viewership ratings with some of the Bollywood’s biggest blockbusters like Rustom, Tamasha, Welcome Back being premiered during the year.

Regional channels of your Company also strengthened their position during FY2017. They have been one of the key reason for the strong revenue growth. Zee Marathi continued to maintain its leadership position in all the primetime slots and have further strengthened its position among its peers. The channel enjoyed more than 60% market share towards the end of the year. New Marathi GEC channel Zee Yuva gained significant traction and has been received well by the youth in Maharashtra. Zee Bangla continued to be a strong No. 2 player in the West Bengal market with strong leadership in the non-fiction genre, driven by shows like Didi No. 1 and Sa Re Ga Ma Pa. Zee Kannada further increased its market share and maintained its No. 2 position in the Karnataka market. It remains a strong player in the non-fiction space with shows like Sa Re Ga Ma Pa, Weekend with Ramesh and Comedy Khiladigalu. Zee Telugu has maintained its position and is a close second in the Urban market. Sarthak TV was the clear No. 1 in Odiya GEC genre with well over half the market share and a strong leader in fiction as well as non-fiction categories.

The English language entertainment offerings - Zee Cafe and Zee Studio continue to perform well in their respective genres and strengthen the network subscription bouquet. Zee Cafe is ranked No. 2 in the English GEC category. Zee Studio continued to enthralled the audience with blockbuster Hollywood movies.

Your Company’s digital properties - DittoTV and OZEE - gained traction during the year, While DittoTV is now integrated with major telecom operators, OZEE continued to see organic growth and witnessed more than 50 Million video views per month on an average.

Expansion in International markets continued, with several deals signed during the year enhancing the penetration of ZEE network channels in international territories. The major highlights for the year include:

- Launch of Zee One and Zee Sine, Bollywood movie channels dubbed in local language, in Germany and Philippines respectively.

- Zee Mundo was launched targeting Spanish speaking Hispanic population in the USA.

- Launch of Zee BollyMovies and Zee BollyNova, English Cat 2 linear channels in Africa.

- &TV increased its rating and was in the top-3 Hindi channels in the UK region.

SHARE CAPITAL

Pursuant to the approval of the Equity and Preference Shareholders, the face value of 6% Cumulative Redeemable Non-Convertible Preference Shares (Bonus Preference Shares), was consolidated from Rs.1/- each to Rs.10/- each, by way of Corporate Action on April 1,2016. Consequently, the Paid-up Share Capital of your Company as at April 1, 2016 stood at Rs.2112,98,71,840/- comprising of 96,04,48,720 Equity Shares of Rs.1/- each and 201,69,42,312 Bonus Preference Shares of Rs.10/- each and the Authorised Share Capital of your Company stands altered to Rs.2,300 Crores comprising of 200 Crores Equity Shares of Rs.1 each and 210 Crores Preference Shares of Rs.10 each. There has not been any other change in the paid-up capital of the Company during the year.

During the year under review, Brickwork Ratings India Private Ltd had upgraded the rating assigned to the Bonus Preference Shares of the Company listed on the Stock Exchanges from ‘BWR AA ’ to ‘BWR AAA’ which denotes that the instruments with this rating are considered as having highest degree of safety regarding timely servicing of financial obligations.

SALE OF SPORTS BROADCASTING BUSINESS

During FY 17, your Board approved sale of Sports Broadcasting Business comprising of (a) assets and rights relating to TEN brand of Sports Channels held in Taj TV Ltd, Mauritius a step down wholly owned overseas subsidiary of the Company and (b) sale of entire equity stake in the Indian subsidiary handling Sports business viz. Taj Television (India) Pvt Ltd to Sony Group, at an aggregate all-cash consideration of USD 385 Million. Major part of the said transaction was concluded on February 28, 2017 upon receipt of part consideration aggregating to USD 330 Million from Sony Group.

COMPOSITE SCHEME OF ARRANGEMENT

During the year under review, with a view to expand the General Entertainment Channel (GEC) portfolio of the Company, your Board approved acquisition of General Entertainment Broadcasting Business (‘GEC Business Undertaking’) comprising inter alia of 2 operational GECs and 4 non-operational GECs housed under Reliance Big Broadcasting Pvt Ltd, Big Magic Limited and Azalia Broadcast Pvt Ltd (collectively referred as ‘Demerged entities’) all entities forming part of Reliance Group led by Anil Ambani, by way of Demerger under a Composite Scheme of Arrangement under Sections 230 to 232 of the Companies Act, 2013. As per the said Scheme, entire assets, liabilities and employees of the GEC Business Undertaking shall vest on the Company with effect from the Appointed Date of March 31, 2017 and in consideration of such demerger, the Company shall issue an aggregate of 39.50 Lakhs Unlisted Preference Shares of Rs.10/- each to the shareholders of Demerged entities.

Upon receipt of No-objection(s) of the Stock Exchanges to the Scheme and approval of the Equity and Preference Shareholders of the Company at the meetings held on May 9,2017, the said Scheme is now awaiting final approval of Mumbai Bench of Hon’ble National Company Law Tribunal.

REGISTRAR & SHARE TRANSFER AGENT

During the year under review, M/s Link Intime India Private Limited the Registrar & Share Transfer Agent (‘RTA’) of the Company shifted their registered office from C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (West), Mumbai 400 078 to their own premises at C 101, 247 Park, LBS Marg, Vikhroli (West), Mumbai 400 083.

Requisite proposal seeking shareholders’ approval for maintaining Register & Index of Equity / Preference Shareholders, Register of Transfer and other Registers including Annual Return at the new office of the RTA forms part of Notice of ensuing Annual General Meeting.

EMPLOYEE STOCK OPTION SCHEME

During the year under review, in pursuance of the authority granted by shareholders at the Annual General Meeting held on August 18, 2009, your Board had approved amendment to ZEEL ESOP Scheme 2009, to align the Scheme in line with the requirements of Companies Act, 2013 and SEBI (Share Based Employee Benefits) Regulations 2014 and provide flexibility to the Nomination and Remuneration Committee for determination of exercise price.

There were no Stock Options outstanding as at the beginning of the year. During FY 2016-17 the Nomination & Remuneration Committee of the Board had granted 9,800 Stock Options to Mr Punit Misra, CEO - Domestic Broadcast Business. The said Stock Options are convertible into equivalent number of Equity Shares in tranches upon conclusion of vesting period commencing from conclusion of one year from the date of grant and payment of Exercise Price of Rs.1/- per share by the Option Grantee. Additionally, after the year end 18,900 additional Stock Options were granted to Mr Punit Misra. The disclosures as required under Regulation 14 of Securities Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 have been placed on the Corporate website of the Company www.zeetelevision.com.

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

SUBSIDIARIES & JOINT VENTURES

International Operations - FY 17 witnessed re-alignment of business priorities and expansion of International operations of the Company. As part of the said re-alignment of business priorities, your Company exited Sports Business by selling, entire Sports assets and rights from cricket and other sport bodies held by its overseas subsidiary Taj TV Ltd, Mauritius, and selling entire equity stake in the Indian subsidiary Taj Television (India) Pvt Ltd to Sony Group.

As part of the expansion plans:

- ATL Media Limited an overseas subsidiary of the Company, formed Zee Studio International Limited in Canada to engage in the business of procuring and producing Hollywood content;

- Asia Today Limited, a step-down overseas subsidiary of the Company through ATL Media Limited, formed a 67% Joint Venture Zee Radio Middle East FZ-LLC;

- The Group expanded its Digital strength by creating a separate entity Z5X Global FZ-LLC in Dubai as wholly owned subsidiary of Asia Today Limited; and

- Asia TV Ltd, UK a stepdown subsidiary of the Company through Asia Today Limited, expanded into Germany by setting up a wholly owned subsidiary in the name and style of Asia TV Ltd GmbH.

As at March 31, 2017, the International Operations of the Company are carried out through 21 direct and in-direct subsidiaries (as against 17 during last financial year).

India Operations - During the year under review as part of Sale of Sport Business your Company sold its entire equity stake in Taj Television (India) Pvt Ltd to Sony Group and consequently Taj Television (India) Pvt Ltd ceased to be subsidiary of the Company with effect from February 28, 2017. Further as part of the integration of advertisement sales function, a wholly owned subsidiary in the name of Zee Unimedia Limited was acquired during the year under review. Additionally during the year under review Company acquired 49% equity stake in Fly-By-Wire International Private Limited, a company engaged in providing Aircraft Charter Services and owns an aircraft.

Subsequent to the year end, in line with the intention to build a strong digital network, your Company acquired 80% Equity Stake in a Technology Start-up Margo Network Pvt Ltd, which has developed a technology to set-up server and compute infrastructure which will enable content consumption and has the potential to significantly drive-up the digital content consumption scenario.

Apart from the above, no other Subsidiary / Joint-venture was formed or divested during the financial year 2016-17. In compliance with Section 129 of the Act, a statement containing requisite details including financial highlights of the operation of all the subsidiaries in Form AOC-1 is annexed to this report.

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

CORPORATE GOVERNANCE AND POLICIES

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY

CSR at Zee is all about creating sustainable programs that actively contribute to and support the social and economic development of the society. In line with this intent, your Company has adopted a unified approach towards CSR at Essel Group level, wherein CSR contributions of eligible Essel group entities are pooled in, to fund high cost long-term projects that help build Human capital and create lasting impact on the society. Accordingly, during the year under review, a Section 8 Company in the name of Dr Subhash Chandra Foundation was established at Essel Group level and the Company had contributed an amount of Rs.216 Million to the said foundation towards Group’s Educational infrastructure development project at Hisar, Haryana.

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

DIRECTORS & KEY MANAGERIAL PERSONNEL

Your Board currently comprises of 8 Directors including 4 Independent Directors, an Executive Director and 3 Non-Executive Directors. Independent Directors provide their declarations both at the time of appointment and annually, confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and Listing Regulations. During FY 2016-17 your Board met 8 (eight) times details of which are available in Corporate Governance Report annexed to this report.

Pursuant to the Members’ approval at the 33rd Annual General Meeting held on July 15, 2015, Mr Manish Chokhani was appointed as Independent Director of the Company for a period of 3 years till March 31, 2018. Special Resolution seeking members’ approval for appointing Mr Chokhani as an Independent Director for the second term of 3 years from expiry of his current term forms part of the Notice of the ensuing Annual General Meeting. Your Company has received a notice in writing along with requisite deposit pursuant to Section 160 of Companies Act, 2013, proposing appointment of Mr Manish Chokhani for second term and based on performance evaluation and contributions made by Mr Manish Chokhani, your Board recommends his appointment for the second term of 3 years upon expiry of the current term on March 31, 2018.

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

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

BOARD EVALUATION

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

BOARD COMMITTEES

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

AUDITORS

Statutory Audit: As per Section 139 of the Companies Act, 2013 and in accordance with the approval accorded by the Members at the 34th Annual General Meeting held on July 26, 2016, M/s MGB & Co. LLP, Chartered Accountants, Mumbai, having Firm Registration No. 101169W/W-100035, retires as Statutory Auditors of the Company. Your Board places on record their appreciation for the services provided by M/s. MGB & Co. LLP Chartered Accountants, as Statutory Auditors of the Company for over two decades.

Based on the recommendations of the Audit Committee and upon review of confirmations of satisfaction of criteria as specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules, 2014, your Board had, subject to approval of the Members at the ensuing Annual General Meeting, approved appointment of M/s. Deloitte Haskins & Sells, LLP, Chartered Accountants (Firm Registration No. 117366W/ W-100018) as Statutory Auditors of the Company in place of retiring Statutory Auditors.

A proposal for appointment of M/s Deloitte Haskins & Sells, LLP, Chartered Accountants as Statutory Auditors of the Company until conclusion of 40th Annual General Meeting to be held in the year 2022, subject to ratification by Equity Shareholders every year, forms part of the Notice of ensuing Annual General Meeting.

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

The report of M/s MGB & Co LLP, Chartered Accountants as Statutory Auditor and M/s Vinod Kothari & Co, Company Secretaries as Secretarial Auditor forming part of this Annual report do not contain any qualification, reservation or adverse remarks. During the year under review the Statutory Auditors had not reported any matter under Section 143 (12) of the Act and therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

Cost Audit: Additionally, in compliance with the requirements of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, as amended, Mr Vaibhav Joshi, proprietor of M/s. Vaibhav P Joshi & Associates, Cost Accountants, was engaged to carry out Audit of Cost Records of the Company during Financial Year 2016-17. Requisite proposal seeking ratification of remuneration payable to the Cost Auditor for FY 2016-17 by the Members as per Rule 14 of Companies (Audit and Auditors) Rules, 2014, forms part of the Notice of ensuing Annual General Meeting.

DISCLOSURES

i. Particulars of loans, guarantees and investments: Particulars of loans, guarantees and investments made by the Company as required under Section 186 (4) of the Companies Act, 2013 and the Listing Regulations are contained in Note No 8 to the Standalone Financial Statements.

ii. Transactions with Related Parties: All contracts / arrangements / transactions entered by the Company during the financial year with related parties were on an arm’s length basis, in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and Listing Regulations. During FY 2016-17, there are no materially significant Related Party Transactions by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All related party transactions are placed before the Audit Committee for its approval and statement of all related party transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions along with arms-length justification. During the year under review, there have been no materially significant related party transactions as defined under Section 188 of the Act and Regulations 23 the Listing Regulations and accordingly no transactions are required to be reported in Form AOC-2 as per Section 188 of the Companies Act, 2013.

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

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

v. Deposits & Unclaimed Dividend: Your Company has not accepted any public deposit under Chapter V of the Companies Act, 2013. During the year under review, in terms of provisions of Investors Education and Protection Fund (Awareness and Protection of Investors) Rules, 2014, unclaimed dividend declared by the Company & ETC Networks Ltd (since merged with the Company) for financial year 2008-09, aggregating to Rs.0.97 Million was transferred to Investors Education and Protection Fund.

vi. Extract of Annual Return: The extract of Annual Return in Form MGT-9 as required under Section 92(3) of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 is annexed to this report.

vii. Sexual Harassment: The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the year under review one complaint relating to sexual harassment was received by the Company and the same is under investigation.

CONSERVATION OF ENERGY

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

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

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

(i) the steps taken or impact on conservation of energy

(ii) the steps taken by the Company for utilising alternate sources of energy

(iii) the capital investment on energy conservation equipments

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

TECHNOLOGY ABSORPTION

(i) the efforts made towards technology absorption

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -

(a) the details of technology imported

(b) the year of import

(c) whether the technology been fully absorbed

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

(iv) the expenditure incurred on Research and Development

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the Financial Year 2016-17 the Company had foreign exchange earnings of Rs.3,093 Million and outgo of Rs.2,968 Million.

HUMAN RESOURCES & PARTICULARS OF EMPLOYEES

Being in the business of creativity we believe people are ultimate differentiator and have taken measures to attract develop and retain our employees. To ensure sustainable business growth and become future ready, over the years your Company has been focusing on strengthening its talent management, performance management & employee engagement processes. During the year, your Company has built a more high-trust, high-performance culture and as a result of the same the employee engagement scores have significantly improved and we are pleased to inform that your Company has been certified as GREAT PLACE TO WORK FOR 2017. Every year, more than 8000 organizations from over 50 countries choose the Great Place to Work® assessment for benchmarking, action planning and recognition. Great Place to Work® Institute’s methodology is recognized as rigorous and objective and considered as the gold standard for defining great workplaces across business, academia and government organizations. Your Company continues to build talent pipeline by hiring fresh talent from renowned campuses and nurturing them and identifying / training top performing resources. Your Company has institutionalised the people philosophy framework "SAMWAD” (Effective Conversation) to ensure that, as part of the key objectives, people managers deliver on organisation’s expectations of managing outcome and developing people by focusing on their talents. As on March 31, 2017, your Company had 1931 employees.

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Punit Goenka

Managing Director & CEO

Adesh Kumar Gupta

Director

Place: Mumbai

Date: May 10, 2017

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Mar 31, 2016

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

RESPONSIBILITY STATEMENT

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

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

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

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

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

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

FINANCIAL RESULTS

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

(Rs. in Millions)

Standalone - Year Ended Consolidated - Year Ended

Particulars 31.03.16 31.03.15 31.03.16 31.03.16

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

Other Income 2.227 2.273 2.016 2,278

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

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

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

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

Profit after Tax 8.593 8.318 10,267 9,775

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

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

Deferred tax on the above 47 47

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

Appropriations: Dividend

Equity shares 2.161 2.161

Preference shares 1,211 1,211

Tax on dividend

Equity shares 433 440

Preference shares 247 242

Transfer to Capital Redemption Reserve 22

Balance carried forward 25,246 20,727

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

DIVIDEND EQUITY SHARES

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

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

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

PREFERENCE SHARES

During the year under review, your Company had remitted

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

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

BUSINESS OVERVIEW

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SHARE CAPITAL

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

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

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

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

REGISTERED OFFICE

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

REGISTRAR & SHARE TRANSFER AGENT

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

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

EMPLOYEE ST0CK0PTI0N SCHEME

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

SUBSIDIARIES & JOINT VENTURES INTERNATIONAL OPERATIONS

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

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

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

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

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

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

INDIA OPERATIONS

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

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

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

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

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

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

CORPORATE GOVERNANCE AND POLICIES

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

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

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

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

DIRECTORS & KEY MANAGERIAL PERSONNEL

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

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

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

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

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

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

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

BOARD EVALUATION

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

BOARD COMMITTEES

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

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

AUDITORS

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

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

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

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

DISCLOSURES

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

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

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

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

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

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

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

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

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

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

CONSERVATION OF ENERGY

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

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

TECHNOLOGY ABSORPTION:

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

(a) the details of technology imported

(b) the year of import;

(c) whether the technology been fully absorbed

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

(iv) the expenditure incurred on Research and Development

FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

HUMAN RESOURCES & PARTICULARS OF EMPLOYEES

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

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Punit Goenka

Managing Director & CEO



Manish Chokhanl

Director

Place: Mumbai

Date: May 10, 2016

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Mar 31, 2015

TO THE MEMBERS

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

RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

FINANCIAL HIGHLIGHTS

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

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

Revenue from Operations 34,262 30,757

Other Income 2,273 1,845

Total Income 36,535 32,602

Total Expenses 24,413 20,852

Profit before Tax 12,122 11,750

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

Profit after Tax 8,318 7,723

Balance brought forward 16,551 15,998

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

Adjustment of Depreciation as per transitional provisions (135) -

Deferred Tax on the above 47 -

Amount available for appropriations 24,781 20,899

Appropriations:

Dividend

Equity Shares 2,161 1,921

Preference Shares 1,211 86 Tax on Dividend

Equity Shares 440 326

Preference Shares 242 15

General Reserve - 2,000

Balance carried forward 20,727 16,551

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

DIVIDEND

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

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

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

BUSINESS OVERVIEW

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

- &TV was launched in the UK market

- Zee Cinema International was launched in Africa.

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

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

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

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

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

SHARE CAPITAL

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

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

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

EMPLOYEES STOCK OPTION SCHEME

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

SUBSIDIARIES & JOINT VENTURES

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

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

CORPORATE GOVERNANCE & POLICIES

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

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

DIRECTORS & KEY MANAGERIAL PERSONNEL

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

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

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

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

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

BOARD EVALUATION

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

AUDITORS

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

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

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

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

DISCLOSURES

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

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

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

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

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

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

However the information, as applicable, are given hereunder:

Conservation of Energy:

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

(ii) sources of energy

(iii) the capital investment on energy conservation equipments

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

Technology Absorption:

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

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

(a) the details of technology imported

(b) the year of import;

(c) whether the technology been fully absorbed

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

(iv) the expenditure incurred on Research and Development

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

Foreign Exchange Earnings and Outgo:

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

HUMAN RESOURCES & PARTICULARS OF EMPLOYEES

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

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Punit Goenka Managing Director & CEO

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

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Mar 31, 2013

TO THE MEMBERS

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

RESPONSIBILITY STATEMENT

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

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

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

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

FINANCIAL RESULTS

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

(Rs. millions)

Particulars Year ended Year ended 31.03.2013 31.03.2012

Revenue from Operations 25,659 22,040

Other Income 1,189 1,289

Total Income 26,848 23,329

Total Expenses 17,329 15,991

Profit before Tax 9,519 7,338

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

Profit after Tax 6,407 4,897

Add: Balance brought forward 13,328 11,602

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

Amount available for appropriations 19,743 16,499

Appropriations:

Dividend 1,919 1,438

Tax on Dividend 326 233

General Reserve 1,500 1,500

Balance carried forward 15,998 13,328

EQUITY DIVIDEND

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

BUSINESS OVERVIEW

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

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

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

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

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

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

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

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

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

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

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

- Agreement with Yupp TV IPTV platform in Europe

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

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

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

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

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

SUBSIDIARIES

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

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

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

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

PREFERENCE SHARES

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

BUYBACK OF EQUITY SHARES

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

EMPLOYEES STOCK OPTION SCHEME

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

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

PUBLIC DEPOSITS

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

CORPORATE GOVERNANCE

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

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

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

DIRECTORS

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

AUDITORS

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

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

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

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

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

However the information, as applicable, are given hereunder:

Conservation of Energy

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

Technology Absorption

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

Foreign Exchange Earnings and Outgo

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

PARTICULARS OF EMPLOYEES

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Punit Goenka

Managing Director & CEO

M Y Khan

Place: Mumbai Director

Date: May 22, 2013

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Mar 31, 2012

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

RESPONSIBILITY STATEMENT

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

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

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

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

FINANCIAL RESULTS

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

(Rs in million)

Year ended Year ended Particulars 31.03.2012 31.03.2011

revenue from operations 22,040 21,700

other Income 1,289 610

Total Income 23,329 22,310

Total Expenses 15,991 14,065

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

add: exceptional Item - 197

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

Profit after Tax 4,897 5,764

add: balance brought forward 11,602 11,111

amount available for appropriations 16,499 16,875

Appropriations:

dividend 1,438 1,956

Tax on dividend 233 317

general reserve 1,500 3,000

balance carried forward 13,328 11,602

EQUITY DIVIDEND

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

BUSINESS OVERVIEW

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

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

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

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

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

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

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

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

SUBSIDIARIES

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

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

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

BUYBACK OF EQUITY SHARES

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

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

EMPLOYEES STOCK OPTION SCHEME

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

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

PUBLIC DEPOSITS

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

CORPORATE GOVERNANCE

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

DIRECTORS

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

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

AUDITORS

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

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

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

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

However the information, as applicable, are given hereunder:

Conservation of Energy

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

Technology Absorption

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

Foreign Exchange Earnings and Outgo

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

PARTICULARS OF EMPLOYEES

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

Acknowledgements

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

For and on behalf of the Board of Directors

Punit Goenka

Managing Director & CEO

M Y Khan

Place : Mumbai Director

Date : 21 may 2012

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Mar 31, 2011

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

RESPONSIBILITY STATEMENT

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

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

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

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

FINANCIAL RESULTS

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

(Rs. in 000)

Year ended Year ended Particulars 31.03.2011 31.03.2010

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

Other Income 643,073 1,061,815

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

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

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

Add: Exceptional Item 196,797 --

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

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

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

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

Appropriations:

Dividend 1,956,286 1,946,762

Tax on Dividend 317,358 323,332

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

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

EQUITY DIVIDEND

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

Business Overview

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

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

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

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

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

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

CORPORATE RE-BRANDING

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

CORPORATE RESTRUCTURING

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

SUBSIDIARIES & JOINT VENTURES Overseas Subsidiaries:

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

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

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

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

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

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

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

Domestic Subsidiaries / Joint Venture:

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

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

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

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

GROUP

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

SHARE CAPITAL

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

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

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

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

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

BUY BACK

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

EMPLOYEES STOCK OPTION SCHEME

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

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

PUBLIC DEPOSITS

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

CORPORATE GOVERNANCE

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

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

DIRECTORS

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

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

AUDITORS

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

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

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

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

Conservation of Energy:

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

Technology Absorption:

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

Foreign Exchange Earnings and Outgo:

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

PARTICULARS OF EMPLOYEES

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Punit Goenka M Y Khan

Managing Director & CEO Director

Place Mumbai Date June 23, 2011

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Mar 31, 2010

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

RESPONSIBILITY STATEMENT

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

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

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

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

FINANCIAL RESULTS

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

(Rs./Thousand)

Particulars Year ended Year ended 31.03.2010 31.03.2009

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

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

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

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

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

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

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

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

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

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

Appropriations

Dividend 1,946,762 868,014

Tax on Dividend 323,332 145,441

General Reserve 1,100,000 400,000

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

DIVIDEND

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

BUSINESS OVERVIEW

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

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

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

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

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

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

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

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

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

CORPORATE RESTRUCTURING

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

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

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

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

SUBSIDIARIES & JOINT VENTURES

Domestic Subsidiaries

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

Overseas Subsidiaries

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

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

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

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

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

GROUP

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

SHARE CAPITAL

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

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

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

EMPLOYEES STOCK OPTION SCHEME

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

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

PUbLIC DEPOSITS

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

CORPORATE GOVERNANCE

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

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

DIRECTORS

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

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

AUDITORS

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

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

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

However the information, as applicable, are given hereunder:

Conservation of Energy

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

Technology Absorption

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

Foreign Exchange Earnings and Outgo

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

PARTICULARS OF EMPLOYEES

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

ACKNOWLEDGEMENTS

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

On behalf of the Board

N C Jain Punit Goenka

Director Managing Director

Place: Mumbai

Date: September 23, 2010