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Directors Report of Zee Media Corporation Ltd.

Mar 31, 2017

Directors’ Report

To the Members

The Directors take pleasure in presenting the 18th Annual Report of your Company together with Audited Financial Statements for the year ended March 31, 2017, prepared as per Indian Accounting Standards prescribed under Section 133 of the Companies Act, 2013.

FINANCIAL HIGHLIGHTS

The financial performance of your Company for the year ended March 31, 2017 is summarized below:

Rs,million

Particulars

Standalone - Year ended

Consolidated - Year ended

March 31, 2017

March 31, 2016

March 31, 2017

March 31, 2016

Total revenues

4,053.34

3,973.96

5,714.19

5,615.99

Total expenses

3,511.68

3,651.77

5,704.62

5,594.91

Profit before tax, share of profit / (loss) of Associates & exceptional items

541.66

322.19

9.57

21.08

Share of profit/(loss) of Associates

-

-

(29.87)

-

Exceptional items

-

-

(188.81)

(61.51)

Profit before tax

541.66

322.19

(209.11)

(40.43)

Tax Expenses

160.18

101.00

(48.52)

4.95

Profit after tax

381.48

221.19

(160.59)

(45.38)

Other Comprehensive Income

(0.82)

(1.16)

(4.76)

(4.05)

Total Comprehensive Income for the year

380.66

220.03

(165.35)

(49.43)

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 and verified by the statutory and internal auditors and reviews performed by the management and/or the Audit Committee of the Board, your Board is of the opinion that Company''s internal financial controls were adequate and effective during the financial year 2016-17.

DIVIDEND

With a view to conserve the resources for future business requirements and expansion plans, your Board is of the view that the current year''s profit be ploughed back into the operations and hence no dividend is recommended for the year under review.

OPERATIONS & STRATEGY

FY 2016-17 was a mixed bag for the Indian economy. Starting the year as the fastest growing major economy of the world, the country witnessed two landmark events - Demonetization and Passage of the GST Bill. The impact of demonetization was visible during the last quarter with the country''s growth dropping below China''s. The implementation of GST may further impact the economy in the short-term. However, with favorable monsoons predicted in FY 2017-18, this effect may be neutralized, and the economy is projected to grow at 7.2% - 7.5%, which augurs well for the media & entertainment industry.

The television media industry grew by 8.5% making it ''588 billion industry in CY 2016 from ''542 billion in CY 2015. Broadcast advertisement revenues grew by 11% to ''201 billion in CY 2016 from ''181 billion in CY 2015, while broadcast subscription revenues registered 11% growth to ''95 billion in CY 2016 from ''86 billion in CY 2015.

The news genre witnessed a surge in viewership due to conversion of many pay channels to Free-to-Air (FTA) as well as several significant events, such as demonetization, elections etc. However, while conversion to FTA led to decline in subscription revenues, the advertising revenues did not increase in proportion to increase in viewership due to demonetization, leading to muted growth in the genre.

Your Company continues to be one of the largest news networks touching more than 352 million viewers through its 11 News Channels in 6 different languages and reaching more than 345 million users through digital channels.

Zee News, the flagship channel of your Company and a pioneer in news broadcasting, reached over 226.9 million viewers across India. Zee Business, India''s 1st 24-hour Hindi business channel, reached more than 28.7 million viewers. India 24x7, your Company''s 2nd national Hindi news channel, rechristened as Zee Hindustan reached more than 137 million viewers.

Zee 24 Taas outperformed its competitors to emerge as No. 1 Marathi News channel in reach with more than 51 million viewers across India. Zee Punjab Haryana Himachal dominated the region''s news market and reached more than 19.5 million viewers across India. Zee Madhya Pradesh and Chhattisgarh, launched on March 31, 2013 for viewers of Madhya Pradesh and Chhattisgarh, has established its dominance and No. 1 position with a reach of more than 32.5 million viewers across India.

Zee Rajasthan News (erstwhile Zee Marudhara), which was launched on July 31, 2013 for Rajasthan market, emerged as No. 1 Rajasthani News channel and reached over 28.2 million viewers across India. Zee Kalinga News (erstwhile Zee Kalinga), Company''s offering for Odisha market launched on January 26, 2014, reached more than 14.8 million viewers across India.

24 Ghanta, your Company''s Bengali news offering through 60% subsidiary, Zee Akaash News Pvt Ltd, is No. 1 in reach in West Bengal with more than 40.5 million viewers across India. Zee Purvaiya, the channel owned by the Company through Maurya TV Private Limited, a wholly owned subsidiary, targeting Bihar and Jharkhand region, was rechristened Zee Bihar Jharkhand to emphasize regional focus and reached more than 27.5 million viewers across India.

DNA, your Company''s English Daily, launched its Delhi edition during the 2nd half of the year to enter Delhi-NCR market. During FY 2017-18, the newspaper operations will undergo further expansion through launch of new editions in other cities of strategic importance.

Your Company consistently looks into opportunities to add value to business through various internal restructuring. As a part of a similar initiative, the newspaper arm of your Company is being demerged into Diligent Media Corporation Limited (DMCL), the Appointed date for demerger being 1st April 2017.

During the year, your Company expanded its digital portfolio through launch of two new web platforms, wionews.com (India''s 1st Global news platform) and Zeebiz.com (business news platform). Moreover, our existing property, Zeenews. com registered year on year increase of 68.4% in visits, 43.3% in unique visitors, and 54.5% in page views. The website attracted over 230 million unique visitors and 665 million visits with 1.1 billion page views in FY 2016-17 compared to 160 million unique visitors and 395 million visits with 752 million page views in the previous year. The regional arms of the website put up a phenomenal performance with visitors on Hindi, Bengali and Marathi websites growing by 84%, 86% and 87% respectively.

Dnaindia.com registered year on year increase of 12.4% in visits, 11.8% in unique visitors, and 2% in page views. The website attracted over 114 million unique visitors and 195 million visits with 263 million page views in FY 2016-17 compared to 102 million unique visitors and 173 million visits with 258 million page views in the previous year.

During the year under review, your Company initiated ambitious expansion plans by launching its maiden English News Channel WION - World Is One News. Additionally your Company entered E-commerce business by acquiring 49% equity stake each in Today Merchandise Pvt Ltd and Today Retail Networks Pvt Ltd in joint venture with Living Media India Ltd, an India Today group entity. As part of this business, your Company proposes to launch a Home Shopping Channel directly and an E-commerce website through a subsidiary. Your Company plans to make further in-roads in the Regional News Market by launching new channels during the 1st half of FY 2017-18.

Additionally during FY 2016-17, your Board announced plans to venture into Radio Business by acquiring 49% equity stake in the ''BIG FM'' Radio business comprising licenses for 45 Operational and 14 Non-operational Radio Channels currently held by Reliance Broadcast Network Limited (RBNL). The said acquisition proposal is awaiting final approval of Ministry of Information and Broadcasting (MIB).

During the year, keeping in view the muted growth in news genre, your Company focused on consolidating the revenues. Simultaneously, the company embarked upon an expansion plan and continued to invest in future, both in operations as well as in new channels and businesses. As a result, the consolidated revenues remained flat at ''5,714.2 mn and operating profit declined by 8% to ''895.2 mn in FY 2016-17 from ''973.7 mn in FY 2015-16. However, the initiatives are expected to enter your Company into a fast-paced, highly profitable growth trajectory in the future.

RIGHTS ISSUE

During financial year 2015-16, your Company had raised Rs,1955.59 Million by way of issue of 108,643,732 Equity Shares of Rs,1 each at the price of Rs,18/- per Equity Share, on Rights basis in the ratio of 3 (Three) Right Shares for every 10 (Ten) Equity Shares held as on Record date of March 17, 2015.

Details of utilization of Rights Issue funds as at March 31, 2017 which is in accordance with the Letter of Offer dated March 16, 2015 is as detailed herein:

Rs, million

Details of Utilization

Proposed as per LOF

Utilized as at March 31,2017

Balance

Purchase of equipment and accessories

450.52

361.10

89.42

Repayment/prepayment of Company loans

449.95

449.95

-

Funding repayment of subsidiaries Loans

600.00

600.00

-

General Corporate purposes

455.12

455.12

-

Total

1,955.59

1,866.17

89.42

Balance Rights Issue funds of Rs,89.42 Million are lying with the Banks in Current / Fixed Deposit Accounts.

RESTRUCTURING OF PRINT MEDIA BUSINESS

During the year under review, with a view to facilitate more focused management of performance of individual businesses and to attribute appropriate risk and valuation of different businesses based on their respective risk-return profile and cash flows, your Board had approved a proposal for restructuring of Print Media business, through a Scheme of Arrangement and Amalgamation inter alia for (a) Demerger of Print Media undertaking of the Company into Diligent Media Corporation Ltd (DMCL), a step-down wholly owned subsidiary; (b) consolidation of the Print Media business by merger of two other Print Media subsidiaries of the Company viz. Mediavest India Pvt Ltd and Pri-Media Services Pvt Ltd into DMCL; and (c) merger of Maurya TV Pvt Ltd, a wholly owned subsidiary with the Company, with effect from Appointed Date of April 1, 2017. To facilitate the said Scheme certain restructuring of the Non-equity investments of the Company in Print-Media subsidiaries were carried out, consequent to which as at March 31, 2017 your Company holds 100% equity stake in 2 print media subsidiaries viz. Mediavest India Pvt Ltd and Pri-Media Services Pvt Ltd and 100% of the paid-up Preference Share Capital of nominal value of Rs,4362.66 Million in DMCL.

Under the said Scheme of Arrangement and Amalgamation, the consideration payable by DMCL for vesting of Print Media Undertaking shall be discharged by issuance of its Equity Shares to the Shareholders of the Company in the ratio of one (1) Equity Share of DMCL for every four (4) Equity Shares held in the Company. Upon effectiveness of the Scheme and after allotment of Equity Shares by DMCL to the Shareholders of the Company the shareholding pattern of DMCL shall mirror the Shareholding pattern of the Company as on the Record Date. The Scheme further provides for Listing of Equity Shares of DMCL on the Stock Exchange(s) where the Equity Shares of the Company are listed i.e. on BSE and NSE.

After conclusion of other approval / processes including approval of Equity Shareholders of the Company, the said Scheme is now awaiting final approval of the regulatory authorities including HonRs,ble National Company Law Tribunal.

EMPLOYEES STOCK OPTION SCHEME

The Employee Stock Option Scheme approved by the Members at the Annual General Meeting held on August 18, 2009 has not been implemented till date and no Stock Options were granted under the said ESOP Scheme till date. In view of this, particulars as required under Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 are not provided.

SUBSIDIARIES & ASSOCIATES

As at March 31, 2017, your Company continues to have 5 (five) subsidiaries, including two (2) subsidiaries engaged in News Broadcasting business viz. Zee Akaash News Pvt Ltd, a 60% subsidiary engaged in broadcasting of a Bengali News Channel - 24 Ghanta and Maurya TV Pvt Ltd, a wholly owned subsidiary, engaged in broadcasting of Zee Bihar Jharkhand, a regional news channel targeting Bihar and Jharkhand region.

The Print Media business of your Company continues to be housed under 3 direct and indirect subsidiaries viz. Mediavest India Pvt Ltd, Diligent Media Corporation Ltd (DMCL) and Pri-Media Services Pvt Ltd. During the year under review, Mediavest acquired balance equity stake in DMCL and consequently DMCL became an in-direct wholly owned subsidiary of the Company.

As per the Scheme of Arrangement and Amalgamation approved by the Board and Shareholders during the year, the Print Media business shall stand demerged and consolidated under DMCL and Maurya TV Pvt Ltd shall merge with the Company with effect from Appointed Date of April 1, 2017. Consequently, upon effectiveness of the said Scheme the Company shall have only one subsidiary viz. Zee Akaash News Pvt Ltd.

During the year under review, your Company acquired 49% equity stake each in Today Merchandise Pvt Ltd and Today Retail Network Pvt Ltd., entities engaged in E-commerce business and consequently these entities became associates of the Company wherein balance 51% equity stake is currently held by Living Media India Limited, an India Today group entity.

In compliance with Section 129 of the Companies Act, 2013, a statement containing requisite details including financial highlights of the operations of all subsidiaries and associates is annexed to this report. Further as per 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.zeenews.india.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 & POLICIES

Your Company is in compliance with the Corporate Governance requirements mentioned under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''). A Report on Corporate Governance as stipulated under the Listing Regulations as also a Management Discussion and Analysis Report forms part of the Annual Report. Certificate from the Statutory Auditors of the Company, M/s MGB & Co LLP Chartered Accountants, confirming compliance with the provisions of Corporate Governance as stipulated under the Listing Regulations, is annexed to the said Corporate Governance Report.

In compliance with the requirements of the Companies Act, 2013 and Listing Regulations, your Board had approved various Codes and Policies including Code of Conduct for Directors & Senior Management, Policy for determining Material Events, Policy for Preservation of Documents and Archival of Records, Policy for Determination of Material Subsidiary, Related Party Transaction Policy, Whistle Blower and Vigil Mechanism Policy, Corporate Social Responsibility Policy and Remuneration Policy. Further in accordance with SEBI regulations, your Board had approved Insider Trading Code and Fair Disclosure Policy. All these Codes and Policies along with the terms and conditions of appointment of Independent Directors and brief on Directors Familiarization Programs can be viewed on Company''s website www.zeenews.india.com.

In compliance with regulatory requirements, the Nomination and Remuneration Committee of your Board has fixed criteria for nominating a person on the Board which inter alia include desired size and composition of the Board, age limit, 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 six (6) Directors including four (4) Independent Directors and two (2) Executive Directors. Independent Directors provide 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 16-17 your Board met 9 (nine) times details of which are available in the Corporate Governance Report annexed to this report.

During the year under review, considering the critical role r played by and the business potential of Regional News Channel business, your Board had, based on recommendations of Nomination & Remuneration Committee, appointed Mr. Jagdish Chandra as an Additional Director, in the category

of Whole-time Director designated as Executive Director -Regional News Channels for a period of 5 (five) years with effect from February 3, 2017 and in terms of Section 161 of the Companies Act, 2013, Mr. Jagdish Chandra holds office up to the ensuing Annual General Meeting. The Company has received notice from a Member along with requisite deposit proposing appointment of Mr. Jagdish Chandra as a Director, liable to retire by rotation and requisite proposals seeking your approval for his appointment as a Director and also his appointment and payment of remuneration as Executive Director - Regional News Channels of the Company for a period of 5 years with effect from February 3, 2017, forms part of Notice of ensuing Annual General Meeting.

A proposal seeking Shareholders approval for reappointment of Mrs. Uma Mandavgane for the second term as an Independent Director not liable to retire by rotation for a period of 3 years from expiry of her current term on August 31, 2017 forms part of the Notice of the ensuing Annual General Meeting. Your Board recommends her re-appointment.

During the year under review, Mr. Rajendra Kumar Arora, Executive Director & CEO resigned with effect from August 31, 2016 and your Board had, based on recommendations of the Nomination and Remuneration Committee, approved appointment of Mr. Rajiv Singh as an Additional Director in the category of Whole-time Director designated as Executive Director & Chief Operating Officer of the Company with effect from September 9, 2016. The said appointment of, and payment of remuneration to, Mr. Rajiv Singh as Executive Director & COO for a period of 3 (three) years with effect from September 9, 2016, was approved by the Shareholders vide resolutions passed by Postal Ballot on January 21, 2017. As per Section 152 of the Companies Act, 2013, Mr. Rajiv Singh, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. The reappointment of Mr. Rajiv Singh at the Annual General Meeting as a director retiring by rotation would not constitute break in his appointment as Executive Director & COO. Your Board recommends his re-appointment.

Currently Mr. Rajiv Singh, Executive Director & COO, Mr. Sumit Kapoor, Chief Financial Officer and Mr Pushpal Sanghavi, Company Secretary are nominated as Key Managerial Personnel (KMP) in compliance with the requirements of Section 203 of the Companies Act, 2013. During the year under review, Mr. Rajiv Singh was appointed as KMP in the category of CEO in place of Mr. R K Arora with effect from September 9, 2016 and Mr. Sumit Kapoor, was appointed as KMP in the category of CFO in place of Mr. Dinesh Garg, with effect from December 16, 2016.

BOARD EVALUATION

In a separate meeting of Independent Directors held without presence of other Directors and management, the Independent Directors had, based on various criteria, evaluated performance of the Non-Executive Chairman and also performance of the Board as a whole and various Board Committees. A report on such evaluation done by Independent Directors was taken on record by the Board and further, the Board had in compliance with the 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, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. Details of constitution of these Committees, which are in accordance with regulatory requirements, have been uploaded on the website of the Company. Further the details of scope, constitution, number of meetings of the Committee held during FY 16-17 along with particulars of attendance of Committee Members therein form part of the Corporate Governance Report annexed to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

CSR at Zee Media 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,3.37 Million in the said foundation towards Educational development projects.

A detailed report on CSR activities initiated by the Company during FY 2016-17, in compliance with the requirements of Companies Act, 2013, is annexed to this report.

AUDITORS

Statutory Audit: As per Section 139 of the Companies Act, 2013, M/s MGB & Co LLP, Chartered Accountants, Mumbai, having Firm Registration No 101169W/W-100035, retires as Statutory Auditor of the Company. Your Board places on record their appreciation for the services provided by M/s. MGB & Co LLP, Chartered Accountants, as Statutory Auditor of the Company for over a decade.

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. Ford Rhodes Parks & Co., LLP, Chartered Accountants (Firm Registration No. 102860W/W100089) as Statutory Auditors of the Company in place of retiring Statutory Auditors M/s. MGB & Co., LLP, Chartered Accountants.

A proposal seeking Members approval for appointment of M/s. Ford Rhodes Parks & Co., LLP, Chartered Accountants as Statutory Auditors of the Company until conclusion of 23 rd Annual General Meeting to be held in the year 2022, subject to ratification by Shareholders at every AGM, forms part of the Notice of ensuing Annual General Meeting.

Secretarial Audit: In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit for FY16-17 was carried out by Mr. Satish K Shah, Practicing Company Secretary (holding ICSI Certificate of Practice No. 3142).

The reports of Statutory Auditor and Secretarial Auditor forming part of this Annual report do not contain any qualification, reservation or adverse remarks. During FY 1617 the Statutory Auditor had not reported any matter under Section 143(12) of the Companies Act, 2013 and therefore no disclosures are required pursuant to Section 134(3) (ca) of the Companies Act, 2013.

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, M/s. Chandra Wadhwa & Co., Cost Accountants (Firm Registration No. 00239) were engaged to carry out Audit of Cost Records of the Company during Financial Year 2016-17. The remuneration payable to the Cost Auditor for FY 2016-17 was ratified by the Shareholders vide resolution passed by Postal Ballot on January 21, 2017. Your Board had approved re-appointment of M/s. Chandra Wadhwa & Co. Cost Accountants as Cost Auditor for FY 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.

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 given in Note No. 39 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 arm''s length basis, in the ordinary course of business and in compliance with applicable provisions of the Companies Act, 2013 and Listing Regulations. During FY 2016-17 there were no materially significant related party transaction by the Company with the Promoters, Directors, Key Managerial Personnel and other designated persons which may have a potential conflict with the interest of the Company.

All proposed related party transactions are placed before the Audit Committee for its approval and statement of all related party transactions concluded is placed before the Audit Committee for its review on quarterly basis. During the year under review, in accordance with the approval granted by the Shareholders, your Company entered into material related party transaction with Zee Entertainment Enterprises Limited (ZEEL), a related party as per Accounting Standard, under which ZEEL distributes television channels of the Company at commission of 7% of Subscription revenues of such channels. Further shareholders had vide resolutions passed on January 21, 2017, approved certain related party transactions by the Company (a) by availing secured loan from Arm Infra & Utilities Pvt Ltd, one of the promoter and related party as per Accounting Standards; and (b) by making investment, granting loan and providing security to certain current and/or future subsidiary(ies) and/or associates of the Company.

During the year under review there have been no materially significant transactions of the types prescribed under Section 188(1) with related parties as defined under Section 2(76) of the Companies Act, 2013 (Act) and accordingly the information as prescribed under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 are not provided.

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

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: Your Company has zero tolerance towards 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 there under. There was no complaint on sexual harassment during the year under review.

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.

vii. Internal Financial Controls and their adequacy: Your Company has approved internal financial controls and policies / procedures 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 annually.

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

Your Company is into the business of Broadcasting of regional and national News & Current Affairs Television Channels. Since this 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 Rule 8(3) of the Companies (Accounts) Rules, 2014, is not applicable. However, the information as applicable is given hereunder:

Conservation of Energy:

(i) steps taken or impact on Your Company, being a conservation of energy service provider requires

(ii) steps taken by the minimal energy consumption company for utilizing and every endeavor has been alternate sources of made to ensure optimal use energy of energy, avoid wastages

(iii) capital investment on and conserve energy as far energy conservation as possible.

equipments

Technology Absorption:

(i) the efforts made towards In its endeavor to technology absorption deliver the best

(ii) the benefits derived like product to its viewers and improvement, cost reduction, business product development or import your Company has substitution been constantly

(iii) in case of imported technology active in harnessing (imported during the last and tapping the three years reckoned from the latest and best beginning of the financial year)- technology in the

(a) the details of technology industry. 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:

During the year under review, your Company had foreign exchange earnings of ''86.45 Million and outgo of ''101.61 Million.

PARTICULARS OF EMPLOYEES

Your Company had 1509 employees as at March 31, 2017. The information required under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with statement showing names and other particulars of top 10 employees including employees drawing remuneration in excess of the limits prescribed under the said rules is annexed to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Companies Act, 2013, in relation to the Annual Financial Statements for the Financial Year 2016-2017, your Directors 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 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, 2017, and, of the

profit 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 Act, to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities;

e) Requisite Internal financial controls were laid down and that such 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 operating effectively.

ACKNOWLEDGEMENTS

Your Board takes this opportunity to place on record its appreciation for the dedication and commitment of employees shown at all levels which have contributed to the success of your Company. Your Directors also express their gratitude for the valuable support and co-operation extended by various Governmental authorities, including Ministry of Information and Broadcasting, Department of Telecommunication, Ministry of Corporate Affairs, Securities and Exchange Board of India, Stock Exchanges, Depositories and other stakeholders including banks, financial Institutions, viewers, vendors and service providers.

For and on behalf of the Board

Surjit Banga

Non-Executive Chairman

Place: Mumbai Rajiv Singh

Date : 24 May 2017 Executive Director & COO


Mar 31, 2013

To the members

The directors take pleasure in presenting the 14th Annual Report of your Company together with Audited statement of Accounts for the year ended 31 march, 2013.

fInanCIaL performanCe

the financial performance of standalone operations of your Company during the Financial Year 2012-13 is summarized in the following table:

(Rs. million) particulars for the year ended 31 march, 31 march, 2013 2012

total revenue 2,919.20 2,878.34

total expenses 2,612.86 2,538.81

Profit before exceptional items and tax 306.34 339.53

exceptional items 45.96 (166.74)

Profit before tax 352.30 172.79

Provision for tax expenses 109.31 110.79

Profit after tax 242.99 62.00

DIVIDEND

with a view to conserve the resources for future business requirements and expansion plans, your directors are of view that the current year''s profit be ploughed back into the operations and hence no dividend is recommended for the year under review.

operatIonS & StrateGY

during the year, the sluggish economy which had relatively lower GdP growth and high inflation along with supply side constraints continued to affect the overall industry. in particular, spends to news genre were affected and the advertisement revenue growth for the Hindi and Regional News genres was in the region of only 2% (source: estimates basis Adex secondages). News channels also faced significant loss of revenues from the government, which contributes to about 10% of advertisement revenues and degrowing by almost 60% as compared to last year as there was a rate stand-off for better part of the financial year.

Your company also took a significant step of reducing the inventory of the flagship channel, Zee News in order to improve the viewer experience, increase the yield of the channel as well as preparation for the upcoming curbs for advertisement inventory. events and special properties continued to be the cornerstone of your Company''s advertisement revenue growth strategy and your Company had executed several initiatives like Ananya samman, my City - my Voice, emerging Business Forum, Hunt For India''s Smart Investor, etc. and has conducted over 100 events across india.

Your Company has made further inroads into the Hindi heartland, after Zee News Uttar Pradesh Uttarakhand, through the launch of our second offering, Zee madhya Pradesh Chhattisgarh and slating to launch regional channels in Rajasthan and Bihar- Jharkhand. in order to provide richer as well as real time news content to the viewers, your Company has begun the process of integrating the content from diligent media Corporation Limited (dmCL), an essel Group Company engaged in printing and publication of daily news paper ''DNA (Daily News & Analysis)'', as well as in Digital through india.com owned by india webPortal Pvt. Ltd., another essel Group Company. such a synergy is expected to provide additional depth to our coverage and analysis in addition to addressing the needs of the youth better. Considering the business synergies in print and electronic media, your Board has approved in-principle combination of News Publication Business of dmCL with News Broadcasting business of the Company.

Your Company''s Subscription revenues increased on the basis of higher demand for the channels even as overall digitization was delayed in Phase 1 and has been patchy in Phase 2. Our Network and individual channels have been steaming ahead in marketing and viewership initiatives. Your company continues to be the largest News Network in the country and yet again registered the highest relative share of 27.5% for the premium target audience, Cs 25 m ABC, among the major news networks in the top 6 metros (source: tAm, FY 2012-13, Cs 25 , seC ABC, 8 metros).

Zee news had the second highest reach of 3.1 million among the Hindi News channels in 8 metros among premium audience (source: tAm, FY 2012-13, Cs 25 ABC, 8 metros).

Zee Business, India''s first 24-hour Hindi business channel, has been consistently outperforming its major competitors and has been no. 2 in reach at 20 million it also dominated the last quarter of the fiscal by being the leader in 6 of 13 weeks in the fourth quarter (source: tAm, FY 2012-13 and Q4, tG: Cs 25 m AB, Hsm).

24 Ghanta, our Bengali news offering, was also no. 1 in 23 weeks round the year with average of 29% market share (source: tAm, FY 2012-13, tG: Cs 15 , wB) and no. 1 in reaching audiences in west Bengal among all Bengali news channels and reached over 5.6 million audiences even though dAs Phase i implementation in Kolkata met many roadblocks.

Zee 24 taas continued to be No. 2 in reach across maharashtra with its incisive news coverage leading to a high reach of 9.9 million viewers (source: tAm, FY 2012-13, Cs 15 , mah).

Zee news Up/Uttarakhand was the leader for over 19 weeks in the year and had an average of 32% channel share (source: tAm, FY 2012-13, Cs 15 , UP).

Zeenews.com continued to be the fastest growing website in the indian news web space second year in a row. the website received 70.2 million unique visitors and 310.1 million page views. Unique visitors for increased by 176.1% and page views by 86.6%. the referral traffic also increased by 191.2%(Source – Google Analytics). the regional news websites too have shown a significant growth in visitors and page views.

Under the tough operating advertisement environment as well as loss of government advertisement revenues due to rate standoff, the overall revenues of your company were at Rs. 3,246.3 million in 2012-13 as compared to Rs. 3,227.7 million in 2011-12. the eBitdA was Rs. 583.4 million in 2012-13 as compared to Rs. 689.0 million in 2011-12.

ChanGe of name of the CompanY

As a part of future business strategy of your Company, with a view to meeting changing viewer preferences, your Company has commenced the process of changing the content architecture of all its television channels, whereby, in addition to News, the channels of your Company shall cover entire gamut of life of present and potential viewers. in line with this strategy, to reflect this wider gamut of media contents, in which your Company proposes to transcend, a proposal for change of name of the Company to Zee media Corporation Limited has been sent to the members seeking their approval to the said proposal by passing a special Resolution by Postal Ballot Process.

pUBLIC DepoSItS

during the year under review, your Company has not accepted or renewed any deposits within the meaning of section 58A of the Companies Act, 1956 and rules made there under.

Corporate SoCIaL reSponSIBILItY

As a socially conscious media organization, your Company has imbibed Corporate social Responsibility (CsR) as a key part of its growth philosophy. with an objective to positively transform our society, your Company executes several on air and on ground campaigns.

One such programme is Zee Helpline which takes up the cause of common man and helps them resolve their problems that may arise out of apathy of the administration or red tape. the Company also seeks to turn the spotlight on security forces as well as unsung heroes who are silently working to protect our borders and uplift the society through our flagship CsR initiative, Ananya samman.

Your Company also understands the importance of conserving

our environment. Our green campaign, ''My Earth My Duty'', is an attempt by your Company to highlight the environment cause in the country. As one of the largest climate awareness campaigns in the country, this initiative won accolades from the United Nations for planting thousands of trees in a single day. It has been Zee News'' endeavour since 2010 to sensitize and encourage people to take concrete actions towards mitigating the effects of climate change and environmental degradation and the Company has set a record of planting over 1.4 crore trees across india, reached out to 2.5 lakh villages and 100 cities and also encouraged over 50 million youth to act.

Your Company has made it a point to make the people aware about their democratic right to vote. The nation''s largest voter awareness initiative, ''Apka Vote Aapki Taqat'', truly created an impact in the states where elections took place and was one of the factors leading to increased voter turnout. this splendid thought and initiative had the support of the election Commission of india and the channel. Zee News was the first ever news channel to win the National Award from the election Commission to increase electoral participation and strengthening indian democracy. it has also been recognized by Limca Book of Records.

Apart from these, your Company, as part of the essel Group of Companies, has at a unified and centralized level, put in place a CsR policy. during the year under review, 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 and 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.

empLoYeeS StoCK optIon SCheme

till date of this report your Company had not granted any Stock Options either to its employees or Directors under ''ZNL ESOP Scheme 2009'' approved by the Members at the 10th Annual General meeting held on 18 August, 2009. in view of this, particulars as required under Clause 12 (disclosure in the Directors'' Report) of Securities and Exchange Board of India (employee stock Option scheme and employee stock Purchase scheme) Guidelines, 1999, are Nil and Company has not obtained any certificate from the statutory Auditors confirming implementation of the employees stock Option scheme in accordance with seBi guidelines and the resolution passed by the shareholders.

Corporate GoVernanCe

in addition to strictly complying with Clause 49 of the Listing Agreement, your Company is committed to adherence of

the highest standards of Corporate Governance. in line with your Company''s commitment to excel in implementing best Corporate Governances practices, your Board had earlier approved and implemented a Corporate Governance manual which serves as guide to every business activity / decision making in the Company. Report on Corporate Governance as stipulated under the Listing Agreement(s) with the stock exchanges as also a management discussion and Analysis Report forms part of the Annual Report.

Certificate from the statutory Auditors of the Company, m/s mGB & Co, Chartered Accountants, confirming compliance with the provisions of Corporate Governance as stipulated in Clause 49, is annexed to the said Corporate Governance Report.

DIreCtorS

Your Board had appointed mr. surjit Banga, as an Additional director in the capacity of independent director of Company with effect from 23 January, 2013. Pursuant to the provisions of section 260 of the Companies Act, 1956, mr. surjit Banga holds office till the conclusion of the ensuing Annual General meeting of the Company. the Company has received notice under section 257 of the Companies Act, 1956 along with requisite deposit, proposing appointment of mr. surjit Banga as a director of the Company. Resolution, seeking your approval for appointment of mr. surjit Banga as director, who will be liable to retire by rotation, has been incorporated in the Notice of the forthcoming Annual General meeting. during the year under review, mr. Naresh Kumar Bajaj and mr. K U Rao, independent directors resigned due to their other pre-occupations, with effect from 28 January, 2013 and 22 march, 2013 respectively. Your Board places on record its deep appreciation for the contributions made by mr. Naresh Kumar Bajaj and mr. K U Rao during their tenure as independent directors of the Company.

mr. subhash Chandra, Non-executive director, retires by rotation at the ensuing Annual General meeting and being eligible has offered himself for re-appointment. Your Board recommends his re-appointment.

SUBSIDIarY CompanY

Your Company continues to hold 60% equity stake in its subsidiary, Zee Akaash News Private Limited. Additionally during the year under review, with a view to house the Broadcasting Business of telugu News Channel, your Company has formed a wholly owned subsidiary in the name of 24 Ghantalu News Limited.

statement pursuant to section 212 of the Companies Act, 1956 in connection with Zee Akaash News Private Limited & 24 Ghantalu News Limited is attached herewith and forms part of 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 AS 27 – Financial Reporting of Interests in Joint Ventures, the audited Consolidated Financial statements are provided in and forms part of this Annual Report.

As the members are aware, the ministry of Corporate Affairs has granted general exemption to companies from complying with section 212 (8) of the Companies Act, 1956, provided that such companies publish the audited consolidated financial statements in the Annual Report. Your Board has decided to avail the said general exemption, and accordingly, the annual financial statements of Zee Akaash News Private Limited & 24 Ghantalu News Limited for the financial year ended 31 march, 2013 are not being attached with this Annual Report. Requisite financial highlights of the said subsidiaries forms part of this Report. the audited Annual Accounts and related information of these subsidiaries will be made available, upon request or for inspection at the registered office, by any shareholder of the Company.

aUDItorS

statutory Auditors, m/s mGB & Co, Chartered Accountants, having Firm Registration No. 101169w, hold office until the conclusion of the ensuing Annual General meeting and are eligible for re-appointment.

The Company has received communication from the statutory Auditors confirming that (i) their re-appointment, if made, would be within the limits prescribed under section 224(1B) of the Companies Act, 1956; (ii) they are not disqualified for re- appointment 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, m/s. Chandra wadhwa & Co., Cost Accountants, New delhi, holding Firm membership No. 0239 were 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 News & Current Affairs Channels in Hindi and various regional languages. since this 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, is not applicable.

However the information as applicable is 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 exchange earnings and outgo during the year are given in Note No. 39 to 41 of Note to the Financials statements of the Company

partICULarS of empLoYeeS

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.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of section 217(2AA) of the Companies Act, 1956, and based on representations received from the operating management, the directors hereby confirm that:

(i) in the preparation of the Financial statements for the year ended 31 march, 2013, the applicable Accounting standards have been followed and there are no materia departures;

(ii) they have selected such accounting policies in consultation with the statutory Auditors 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 as at the end of the financial year and of the profit of the Company for the financial year ended 31 march, 2013;

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. they confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) they have prepared the Annual Financial statements on a going concern basis.

aCKnoWLeDGementS

Your Board takes this opportunity to place on record its appreciation for the dedication and commitment of employees shown at all levels which have contributed to the success of your Company. Your directors also express their gratitude for the valuable support and co-operation extended by various Governmental authorities, including ministry of information and Broadcasting, department of telecommunication and other stakeholders including bankers, financial institutions, viewers, vendors and service providers.

For and on behalf of the Board

punit Goenka Surjit Banga

managing director director

Place: mumbai date : 23 may, 2013


Mar 31, 2012

The Directors take pleasure in presenting the 13th Annual Report of your Company together with Audited statement of Accounts for the year ended march 31, 2012.

FINANCIAL PERFORMANCE

the financial performance of standalone operations of your Company during the Financial Year 2011-12 is summarized in the following table:

(Rs.in millions)

Particulars For the year ended

March 31, March 31, 2012 2011

total revenues 2,878.34 2,538.97

total expenses 2,538.80 2,383.20

Profit before tax and exceptional 339.54 155.77

items

Exceptional items (166.74) -

Profit before tax 172.80 155.77

Provision for taxation 110.80 57.97

Profit after tax 62.00 97.80

Balance brought forward 1,223.22 1,125.42

Balance carried to balance sheet 1,285.22 1,223.22

dividend

with a view to conserve the resources for future business requirements and expansion plans, your Directors are of view that the current year's profit be ploughed back into the operations and hence no dividend is recommended for the year under review.

operations & strategy

while there was general euphoria of growth in the media industry at the beginning of 2011-12, it began to die down as the year progressed. eventually, the second half was a sluggish period wherein the advertisement spends by the corporate tapered significantly in addition to the margins taking a hit for the media industry in general. However, your Company like the previous slowdown period, not only swam strongly against the tide, but also emerged as one of the most successful television news operators in the country.

several Network leveraged properties led to healthy advertisement revenues as well as marketing impact for the company. Ananya samman, your Company's Endeavour to honor the real heroes of our country has been executed across the length and breadth of the nation. the brand has been extended to honor doctors through swasth Bharat samman, industrialists through udyami samman in utter Pradesh and Andhra Pradesh and Farmers through Agri Awards. Over 100 odd revenue generating events were conducted to connect with viewers and enhance brand imagery.

the Network through its focus on rational and serious news ensured that it had the highest time spent Per Viewer in the 8 metros for the year in the core news viewers segment (source: Tam, Cs 25 M ABC, FY 2011-12,8 metros).

the flagship channel, Zee News, stuck to its content strategy of concentrating on concerns related to the common man through non-frivolous news. it was No. 2 in terms of time spent Per Viewer in 8 metros (source: Tam, Cs 15 , FY 2011-12, 8 metros).

Zee Business powered on with emphasis on stock market hours and presenting actionable information to the retail investors and sMEs. it was No. 2 in terms of reach in key business viewers segment (source: Tam, Cs 25 M ABC, FY 2011-12, HsM).

Your Company's Bengali news offering, 24 Ghanta recovered its leadership during the second half of the year, bouncing back after it had lost the top spot post state elections and change of government (source: Tam, Cs 25 M AB, Oct 2011 to Mar 2012, wB).

The Marathi news channel, Zee 24 Taas, remained extremely popular in Mumbai and was No. 2 channel reaching about 3.5 Million viewers (source: TAM, Cs 15 , FY 2011-12, Mumbai).

Amongst the newly launched channels, Zee News uttarakhand & uttar Pradesh continued its leadership in the Hindi heartland (source: TAM, Cs 15 , FY 2011-12, uP).

Zee 24 Gantalu and Zee Punjabi executed various events like spoorthi (woman Entrepreneur Awards) and Anhad samman (Ananya samman) respectively to honour the key contributors to the social and economical progress of these states.

Your Company now has comprehensive and more options for the new age news consumer. Zeenews.com - the mother site in English - was the fastest growing news website in India as per Comscore Direct and Google Analytics. Regional websites for Zee 24 Taas and 24 Ghanta were also launched during the year in addition to the inauguration of the Hindi website.

While the viewership performance has been impressive, the financials are encouraging too, as your Company follows strategy of leveraging Network strength to efficiently keep costs under check. The EBiTDA grew from Rs265.4 Million to Rs402.5 Million, a significant growth of 52% year on year.

Overall, your Company has been growing on a year on year basis since demerger of the Regional General Entertainment Channels (R-GECs). As has been said before, the growth has come despite difficult market conditions and is significant considering the performance of the other Television News Networks.

Public deposits

During the year under review, your Company has not accepted or renewed any deposits within the meaning of section 58A of the Companies Act, 1956 and rules made there under.

Corporate social responsibility

Corporate Social Responsibility (CSR) is a key part of your Company's business. Apart from it being a responsible member of the Fourth Estate, your Company also executes several initiatives throughout the year which benefit the society in general. in addition, there is significant amount of content which is devoted to helping the viewers through the programme Zee Helpline, wherein the Network ensures that the rights of the common man are protected and his queries are resolved by the administration.

Our flagship CSR initiative Ananya Samman truly turned national when it was executed in all our Network channels. it is a unique nationwide initiative to identify and honour unsung heroes, who silently contribute to our society. Another environmental campaign 'My Earth My Duty' was appreciated by none other than the United Nations. My Earth My Duty is one of the largest climate awareness campaigns wherein we planted trees across India. The nation's largest voter awareness initiative 'Apka Vote Apki Taqat' truly created an impact in the states where elections took place and was one of the factors leading to increased voter turnout.

Apart from these, your Company, as part of the Essel Group of Companies, has at a unified and centralized level, put in place a CSR policy. 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; Global Foundation for Civilization Harmony, a body which aims to create a peaceful and harmonious society; and National Foundation of Communal Harmony, an autonomous organization set up by Ministry of Home Affairs.

employees stock option scheme

Till date of this report your Company has not granted any Stock Option either to its employees or Directors under 'ZNL ESOP Scheme 2009' approved by the Members at the 10th Annual General Meeting held on August 18, 2009. in view of this, particulars as required under Clause 12 (Disclosure in the Directors' Report) of Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are Nil and Company has not obtained any certificate from the Statutory Auditors confirming implementation of the Employees Stock Option Scheme in accordance with SEBi guidelines and the resolution passed by the shareholders.

corporate governance

in addition to strictly complying with Clause 49 of the Listing Agreement, your Company is committed to adherence of the highest standards of Corporate Governance. in line with your Company's commitment to excel in implementing best Corporate Governances practices, your Board had earlier approved and implemented a Corporate Governance Manual which serves as guide to every business activity / decision making in the Company. Report on Corporate Governance as stipulated under the Listing Agreement(s) with the Stock Exchanges as also a Management Discussion and Analysis Report forms part of the Annual Report.

Certificate from the Statutory Auditors of the Company, M/s MGB & Co., Chartered Accountants, confirming compliance with the provisions of Corporate Governance as stipulated in Clause 49, is annexed to the said Corporate Governance Report.

directors

Mr. Vinod Bakshi, Director, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. Your Board has recommended his re- appointment.

SUBSIDIARY company

Your Company continues to hold 60% equity stake in its Subsidiary, Zee Akaash News Private Limited. Statement pursuant to Section 212 of the Companies Act, 1956 in connection with Zee Akaash News Pvt. Ltd., is attached herewith and forms part of 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 AS 27 - Financial Reporting of interests in Joint Ventures, the audited Consolidated Financial Statements are provided in and forms part of this Annual Report.

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 and accordingly, the Annual Accounts of Zee Akaash News Private Limited for the financial year ended March 31, 2012 are not being attached with this Annual Report. Requisite financial highlights of the said subsidiary is annexed to this Report. The audited Annual Accounts and related information of the subsidiary will be made available, upon request or for inspection at the registered office, by any shareholder of the Company.

Auditors

statutory Auditors, M/s MGB & Co., Chartered Accountants, having Firm Registration No. 101169W, hold office until the conclusion of the ensuing Annual General meeting and are eligible for re-appointment.

the Company has received communication from the statutory Auditors confirming that (i) their re-appointment, 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 re- appointment 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 News & Current Affairs Channels in Hindi and various regional languages. since this 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, is not applicable.

However the information as applicable is 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 exchange earnings and outgo during the year are given in Note No. 37 to 39 of Note to the Financials statements of the Company

Particulars of employees

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.

Directors' responsibility statement

Pursuant to the requirement of section 217(2AA) of the Companies Act, 1956, and based on representations received from the operating management, the Directors hereby confirm that:

(i) in the preparation of the Financial statements for the year ended march 31, 2012, the applicable Accounting standards have been followed and there are no material departures;

(ii) they have selected such accounting policies in consultation with the statutory Auditors 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 as at the end of the financial year and of the profit of the Company for the financial year ended march 31, 2012;

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. they confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) they have prepared the Annual Financial statements on a going concern basis.

Acknowledgements

Your Board takes this opportunity to place on record its appreciation for the dedication and commitment of employees shown at all levels which have contributed to the success of your Company. Your Directors also express their gratitude for the valuable support and co-operation extended by various Governmental authorities, including ministry of information and Broadcasting, Department of telecommunication and other stakeholders including bankers, financial institutions, viewers, vendors and service providers.

For and on behalf of the Board

Punit Goenka Naresh Kumar Bajaj

managing Director Director

Place: Noida

Date : may 16, 2012


Mar 31, 2011

The Directors take pleasure in presenting the 12th Annual Report of the Company together with Audited Statement of Accounts of the Company for the year ended March 31, 2011.

FINANCIAL PERFORMANCE

(Rs in Millions) Particulars For the year ended

March 31, March 31, 2011 2010

Gross Income 2,442.22 5,093.17

Total Expenses 2,278.01 4,410.86

Profit before Tax 164.21 682.31

Provision for Taxation 66.41 242.65

Profit after Tax 97.80 439.66

Balance Brought Forward 1,125.42 685.76

Balance Carried to Balance Sheet 1,223.22 1,125.42

DIVIDEND

With a view to conserve the resources for future business requirements and expansion plans, your Directors are of view that the current years profit be ploughed back into the operations and hence no dividend is recommended for the year under review.

OPERATIONS & STRATEGY

It has been an optimistically buoyant year for Zee News Limited, with the network capitalizing on past gains and consolidating its position as the largest and No.l News Network of the country.

Your Company not only met, but also surpassed, critical benchmarks that it had set for itself for the FY 2011.

Zee News, the flagship channel, remained committed to its duty as the fourth estate and kept its focus on serious news while providing a 360 degree view of all major current affair events. This positioning that was adopted three years back is now getting established in the minds of the viewers, including amongst those who occupy space in the portals of political power.

It follows that the emphasis on unadulterated news helped the channel to earn loyal viewers and credibility in the crowded Hindi news market. Zee News was No.l in the Top 8 Metros in terms of Time Spent per viewer in 25+AB Male category, and No. 1 in Top 6 Metros in terms of Time Spent per viewer in the 15+ age category. (Source: TAM)

Zee Business, continued its supremacy in the stock market band, which is prime time for any business channel. Besides, the channel undertook several pioneering initiatives like the Aspire Campaign and conducted a Distance Learning B-school survey, arguably the first of its kind ever undertaken by a media company.

Your Companys Bengali offering, 24 Ghanta, was once again the undisputed leader in Financial Year 2010-11 in West Bengal, as well as in Kolkata, in terms of Viewership, Reach and Time Spent. (Source: TAM)

Both the newly launched channels, Zee News UP/UK and Zee 24 Gantalu made huge inroads in their respective Hindi and Telugu genres in all parameters including Relative Share, Reach and Time Spent per viewer. (Source: TAM)

Meanwhile, Zee 24 Taas finally came on the advertisers radar in the Marathi market and is beginning to show traction.

In line with the rationalization process of maintaining news hygiene and hiving off entertainment, the operations of Zee Tamil was discontinued on and from March 31, 2011.

In terms of profitability, Zee News Limited is proud to stand apart as a Company which is showing healthy numbers in terms of top line and bottom line. Consistent growth is what makes the Company unique, as the market mostly comprises players that are not performing so well as businesses.

Your Companys operating revenue stood at Rs 2,431.01 millions, its EBIDTA was Rs 265.22 millions with PAT at Rs 97.80 millions. The robust figures are an outcome of growth in revenue of Rs 2,359.59 millions accruing from both advertisements and subscription. The all round performance was contributed by all channels in the bouquet.

Overall, it can be said with considerable satisfaction that your Companys strategy to go with an innovative and solution driven approach worked as it helped to get on board retail clients in the regional markets. Increased operational efficiencies ensured that middle line was kept in check while revenues grew. Moreover, the policy of expanding and protecting existing margins provided your Company an edge over competition and helped it ride the growth curve.

In the beginning of the year, your Board has set an objective of consolidating the news operations and the performance has been in line with the set goal, which gives confidence to fuel judicious expansion in the future while keeping the focus firmly on current deliverables.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted or renewed any deposits within the meaning of Section 58A of the Companies Act, 1 956 and rules made thereunder.

CORPORATE SOCIAL RESPONSIBILITY

Social responsibility is an integral part of the way of doing business in your Company. Your Company is conscious about its responsibilities towards the society and the editorial policies of the channels are developed keeping this in mind. Your Company continuously engages itself in various activities addressing social issues.

Ananya Samman is one of the unique nationwide initiative to identify and honour unsung heroes, who silently contribute to our society. While Apka Vote Apki Taqat campaign that was aimed at inspiring the whole nation to exercise their voting rights was a resounding success this year, as was the initiative My Earth My Duty designed at raising the alarm against global warming and encouraging people to come forward and contribute towards making the planet greener.

In addition to these CSR initiatives, your Company continues its ongoing contributions to the noble cause of NGOs like Ekal Vidyalaya Foundation, Global Vipasana Foundation and Global Foundation for Civilizational Harmony and National Foundation of Communal Harmony (an autonomous organization set up by Ministry of Home Affairs).

GROUP

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

EMPLOYEES STOCK OPTION SCHEME

During the year under review, your Company had not granted any Stock Option either to its employees or Directors under ZNL ESOP 2009 Scheme approved by the Members at the 10th Annual General Meeting held on August 1 8, 2009. In view of this, particulars as required under Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are Nil.

CORPORATE GOVERNANCE

In addition to strictly complying with Clause 49 of the Listing Agreement, your Company is committed to adhere to the highest standards of Corporate Governance. In line with your Companys commitment to excel in implementing best Corporate Governances practices, your Board had earlier approved and implemented a Corporate Governance Manual which serves as guide to every business activity/decision making in the Company. Report on Corporate Governance as stipulated under the Listing Agreement(s) with the Stock Exchanges as also a Management Discussion and Analysis Report forms part of the Annual Report.

Certificate from the Statutory Auditors of the Company, M/s MGB & Co., Chartered Accountants, confirming compliances with the provisions of Corporate Governance as stipulated in Clause 49, is annexed to the said Corporate Governance Report.

DIRECTORS

During the year under review, post his resignation as Managing Director in July 2010, Mr. Laxmi N. Goel resigned from the directorship of the Company, with effect from the close of September 30, 2010. Your Board places on record its deep appreciation for the contributions made by Mr. Laxmi N. Goel as one of the founder Directors of the Company.

Mr. K. U. Rao, Director, retires by rotation and being eligible has offered himself for re-appointment at the ensuing Annual General Meeting. Your Board recommends his re-appointment.

SUBSIDIARY COMPANY

Your Company continues to hold 60% equity stake in its Subsidiary, Zee Akaash News Private Limited. Statement pursuant to Section 212 of the Companies Act, 1956 in connection with Zee Akaash News Pvt. Ltd., is attached herewith and forms part of 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 AS 27 - Financial Reporting of Interests in Joint Ventures, the audited Consolidated Financial Statements are provided in and forms part of this Annual Report.

In compliance with conditions laid down in Circular No. 51/12/2007-CL-lll dated February 8, 2011 issued by Ministry of Corporate Affairs, your Board has decided to avail the general exemption from applicability of provisions of Section 212 of the Companies Act, 1956, by not attaching Annual Report of the Subsidiary Company with the Annual Report of the Company for financial year ended March 31, 2011. Requisite financial highlights of the Subsidiary Company forms part of the Consolidated financial statement. The Annual Accounts of the Subsidiary Company and related detailed information will be available for inspection by any Member of the Company and/or Subsidiary Company, at any point in time at the registered office of the Company and the Subsidiary Company. The Company shall furnish copy of Annual Report of the Subsidiary to any Member of the Company on demand.

AUDITORS

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

The Company has received communication from the Statutory Auditors confirming that their re-appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1 956 and that they are not disqualified for re- appointment within the meaning of Section 226 of the said Act.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is into the business of Broadcasting of News & Current Affairs Channels in Hindi and various regional languages. Since these activities do not involve any manufacturing activity, most of the Information required to be provided under Section 217(l)(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 is 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 exchange earnings and outgo during the year are given in Note No. 1 6.5 of Part B of Notes to Accounts in Schedule 1 6 of the Annual Report of the Company.

PARTICULARS OF EMPLOYEES

No employee, other than Mr. Barun Das, Chief Executive Officer of the Company draw remuneration in excess of limits prescribed under the Companies (Particulars of Employees) Rules, 1975, as amended. Requisite details of remuneration paid to Mr. Barun Das during the year, pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is as detailed herein:

Name, Designation & Age Barun Das, Chief Executive Officer, 41

Total Remuneration Rs 94,56,000

Qualification B.Tech., Electronics & Communication, PGDBM

Total Experience & Date of 19 Years, November 1, 2007 Joining

Previous Employment MCCS (JV between Star Group & ABP Ltd.)

Total remuneration includes salary, allowances, performance incentive, company contribution to provident fund, leave travel assistance, medical benefits and other perquisites and benefits valued as per the Income Tax Act, 1 961.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, and based on representations received from the operating management, the Directors hereby confirm that:

(i) in the preparation of the Annual Accounts for the year ended March 31, 2011, the applicable Accounting

Standards have been followed and there are no material departures;

(ii) they have selected such accounting policies in consultation with the Statutory Auditors 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 as at the end of the financial year and of the profit of the Company for the financial year ended March 31, 2011;

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1 956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) they have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Board takes this opportunity to place on record its appreciation for the dedication and commitment of employees shown at all levels which have contributed to the success of your Company. Your Directors also express their gratitude for the valuable support and co-operation extended by various Governmental Authorities, including Ministry of Information and Broadcasting, Ministry of Communications and Information Technology - Department of Telecommunication and other stakeholders including Bankers, Financial Institutions, Viewers, Vendors and Service Providers.

For and on behalf of the Board

Punit Goenka Naresh Kumar Bajaj

Managing Director Director

Place: Mumbai Date : May 25, 2011


Mar 31, 2010

The Directors take pleasure in presenting the 11th Annual Report of the Company together with Audited Statement of Accounts of the Company for the year ended March 31, 2010.

FINANCIAL PERFORMANCE

(Rs. in Millions)

For the year ended

Particulars March 31, March 31, 2010 2009

Gross Income 5,262.13 5,249.72

Total Expenses 4,579.82 4,546.95

Profit before Tax 682.31 702.77

Provision for Taxation 242.65 257.16

Profit after Tax 439.66 445.61

Balance Brought Forward 685.76 402.36

Amount available for Appropriation 1,125.42 847.97 Appropriations:

Proposed Dividend - 95.91

Tax on Dividend - 16.30

General Reserve - 50.00

Balance Carried to Balance Sheet 1,125.42 685.76

DIVIDEND

With a view to conserve the resources for funding the business requirements and future expansion plans, your Directors are of view that the current years profits should be ploughed back into the operations and hence no dividend is recommended for the year under review.

OPERATIONS

As the world economy began to slowly but surely come out of the Great Recession, financial year 2009-10 proved to be one of the most eventful years for Zee News Limited. The Company continued with its strong performance in this fiscal, backed by a number of strong channels in its bouquet. In fact, the news operations have steadily gained momentum and a number of channels, besides the flagship Zee News channel, have grown rapidly and occupied leadership positions in their respective genres.

At the same time, in terms of operations, the regional general entertainment channels (R-GECs) increasingly drew more synergies with the national GECs under Zee Entertainment Enterprises Limited.

All these developments led the company to go for a de- merger, which has resulted in two-pronged benefits. Now the company, with its substantial size of nationwide news operations, is poised to focus on building a news powerhouse in the country, while at the same time, the de-merger has resulted in significant unlocking of shareholder values. With the 6 Regional General Entertainment Channels viz., Zee Marathi, Zee Talkies, Zee Bangla, Zee Telugu, Zee Kannada & Zee Cinemalu (to be launched), getting transferred to Zee Entertainment Enterprises Limited from the Appointed Date of January 1, 2010, the Company would now focus on consolidating and further building on its highly successful news operations.

As far as the news operations are concerned, Zee News continuing with its sensible news focus gained viewership share, and Zee Business continued with its supremacy during the stock market time band. It is also making its presence felt increasingly as a top contender. During the year Zee 24 Taas was re-launched with a completely new look and feel. It also leads the pack in Mumbai. 24 Ghanta continues with its undisputed leadership amongst the Bengali news channels.

The much awaited 24-hour Telugu News channel, Zee 24 Gantalu was launched on April 2, 2009 and 24-hour UP News channel, Zee News Uttar Pradesh was launched on April 5, 2009. Amongst the newly launched news channels, Zee News UP has often emerged as the market leader in terms of share and time spent and is targeting break-even in a record time amongst any regional news channel. 24 Gantalu has also established its credentials as a serious news channel.

As another eventful year comes to an end, we are glad to share with you the commendable performance of your company. Zee News Limited, with its focus on serious news, continued to outperform market expectations by delivering significant revenue and viewership growth.

Upto December 31, 2009, (before de-merger) consolidated operating revenue was Rs. 4,692.5 million, with 22.3% growth year on year. Consolidated EBITDA stood at Rs. 869.1 million, up 26.8% over the corresponding period last fiscal and net profit increased by 23.2% year on year.

For the last quarter of the current financial year, consolidated operating revenue was Rs. 600.6 million, consolidated EBITDA was Rs. 38.8 million and PAT was Rs. 28.2 million, despite the losses of the three newly launched channels. During this period, the advertising revenue of the company grew by 30% which is much higher than the industry growth. This again was an all round performance. Besides the flagship Zee News channel, a number of other channels are now leveraging their tremendous viewership growth to boost the company’s advertising revenue. Going forward our focus on news operations is expected to result in further enhancement of our performance.

CORPORATE RESTRUCTURING AND FUTURE OUTLOOK

The Scheme of Arrangement for demerger of Regional General Entertainment Channel business undertaking of the Company with effect from the Appointed Date of January 1, 2010 and transfer/vesting of the said undertaking to Zee Entertainment Enterprises Limited was approved by Hon’ble Bombay High Court on March 19, 2010 and upon completion of other compliance requirements the said Scheme became effective from March 29, 2010. In pursuance to the Scheme the members of the Company as on record date of April 16, 2010, were allotted equity shares of Zee Entertainment Enterprises Limited on April 20, 2010 in the ratio of 4 equity shares of Re. 1 each of Zee Entertainment Enterprises Limited against 19 equity shares of Re. 1 each held in the Company.

With 8 News Channels viz. Zee News, Zee Business, Zee 24 Taas, Zee 24 Gantalu, Zee News UP, Zee Punjabi, 24 Ghanta and Zee Tamil, under its umbrella, your Company shall now look at further growth and judicious expansion. As a funding option for any such expansion plan, your Board has proposed alteration and increase in the Authorised Share Capital of the Company, for your approval.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted or renewed any deposits within the meaning of section 58A of the Companies Act, 1956 and rules made there under.

CORPORATE SOCIAL RESPONSIBILITY

Your Company believes that a business cannot succeed in a society that fails. It is therefore imperative for business houses, to invest in the future by taking part in social-building activities. In line with this belief, your Board has adopted a Corporate Social Responsibility Policy. With a view to make maximum effective contribution to the society, the CSR activities of the Company has been unified with those of other Companies within Essel Group.

Corporate Social Responsibility (CSR) is a very broad concept and includes an obligation by every corporate to consider the interests of the society by taking responsibility for the impact of its activities on customers, suppliers, employees, shareholders, communities and other stakeholders. During the year under review, a number of social activities have been undertaken both by the individual companies and the Group as a whole including:

v 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 people, who constitute the most marginalized section of Indian society. It runs over 26,000 schools, spread across 24 States and reaches almost 8 lakh children. Income augmentation and skill enhancement programmes have been recently initiated in some of its schools and will soon become a permanent feature of the Ekal movement. ZNL has also played an important part in highlighting the work being done by Ekal and aiding it in its stated goal of eradicating illiteracy from tribal India by 2011. v The Essel Group supports the Global Vipassana Foundation and helps to 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. The Group has been involved in the ‘Global Vipassana Pagoda’ project since the beginning. The Pagoda, one of the most significant monuments to be built in modern times, is an international collaborative effort to bring about peace and harmony in the world. The land for the site was donated by the Group and a large amount of contribution, both monetarily and in terms of time and expertise, has been made over the years. The website www.globalpagoda.org too is designed and hosted by the Group. v The Essel Group also supports the Global Foundation for Civilizational Harmony, a body which aims to create a peaceful and harmonius society by resolving disputes between the various religions and cultures of the world. The Essel Group has contributed immensely in terms of both time and effort to this cause. The Group has also designed and hosted the website www.gfchindia.com.

v Being a news organization, a part of the fourth estate, social responsibility is an integral part of our way of doing business. We are conscious about our responsibilities towards the society and our editorial policies are developed keeping that in mind. Besides, we continuously engage ourselves in various activities addressing social issues. Ananya Samman is our unique nationwide initiative to identify and honour unsung heroes, who silently contribute to our society. Our ‘Apka Vote Apki Taqat’ was aimed at inspiring the whole nation to exercise their voting rights.

EMPLOYEES STOCK OPTION SCHEME

Pursuant to the Members approval at the 10th Annual General Meeting held on August 18, 2009, your Company has put in place ZNL-ESOP 2009 Scheme to grant Stock Options to its Employees and Directors. As approved by the Members, options convertible into a maximum of 11,988,000 Equity Shares of Re. 1 each of the Company, comprising of 5% of paid up capital of the Company can be granted to the Employees and Directors of the Company.

During the year under review, since the Company was in the process of demerging its Regional General Entertainment Channel Business undertaking and the consequent effect of the same on the market value of Company’s equity shares, your Company has not granted any Stock Option either to its employee or Directors. In view of the foregoing particulars as required under Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are Nil.

CORPORATE GOVERNANCE

In addition to strictly complying with Clause 49 of the Listing agreement, your Company is committed to adhere to the highest standards of Corporate Governance. In line with your Company’s commitment to excel in implementing best Corporate Governances practices, your Board has approved and implemented a Corporate Governance Manual which serves as guide to every business activity / decision making in the Company. Report on Corporate Governance as stipulated under the Listing Agreement(s) with the Stock Exchanges as also a Management Discussion and Analysis Report forms part of the Annual Report.

Certificate from the Statutory Auditors of the Company, M/s. MGB & Co, Chartered Accountants, Mumbai, confirming compliances with the provisions of Corporate Governance as stipulated in Clause 49, is annexed to the said Corporate Governance Report.

DIRECTORS

Due to other pre-occupations, Mr. Laxmi N. Goel, resigned from his executive position, as Managing Director of the Company, with effect from July 5, 2010. Mr. Laxmi N. Goel shall continue to guide the Company as a Non-Executive Director on the Board. Your Board places on record its deep appreciation for the contributions made by Mr. Laxmi N. Goel during his tenure as Managing Director of the Company.

Upon resignation of Mr. Laxmi N. Goel, your Board has appointed Mr. Punit Goenka, son of Mr. Subhash Chandra and Managing Director of Zee Entertainment Enterprises Limited, as Managing Director of the Company without any remuneration for a period of 3 year with effect from July 5,2010. A proposal seeking Members approval for appointment of Mr. Punit Goenka as Managing Director forms part of the notice of the ensuing Annual General Meeting. Considering the benefits that may accrue to the Company due to Mr. Punit Goenka’s experience in the Media and Entertainment Business, your Board recommends your approval to the proposal for appointment of Mr. Punit Goenka as Managing Director of the Company.

Mr. Subhash Chandra and Mr. Naresh Kumar Bajaj, retire by rotation and being eligible have offered themselves for re- appointment at the ensuing Annual General Meeting. Your Board recommends their re-appointment.

SUBSIDIARY COMPANY

Your company continues to hold 60% equity stake in its Subsidiary, Zee Akaash News Private Limited. Statement pursuant to Section 212 of the Companies Act, 1956, and the Audited financial statements, Directors report and Auditors Report of Company’s Subsidiary viz., Zee Akaash News Pvt. Ltd., is attached herewith and forms part of this report.

CONSOLIDATED FINANCIAL STATEMENTS

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

AUDITORS & AUDITORS REPORT

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.

In respect of the observation of the Statutory Auditors in the Audit Report, the Members may note that during the process of routine management checks and internal audit, certain instances of misappropriation and/or leakages having financial implication of upto Rs. 70 Lacs, were noticed in Zee Bangla operations and appropriate criminal actions have been initiated by the Company.

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

Your Company is into the business of Broadcasting of News & Current Affairs and Regional Language 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 is 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 exchange earnings and outgo during the year are given in Note No. 15.5 of Part B of Notes to Accounts in Schedule 16 of the Annual Report of the Company.

PARTICULARS OF EMPLOYEES

Information required to be furnished under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, is annexed to and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, and based on representations received from the operating management, the Directors hereby confirm that:

(i) in the preparation of the Annual Accounts for the year ended March 31, 2010, the applicable Accounting Standards have been followed and there are no material departures;

(ii) they have selected such accounting policies in consultation with the Statutory Auditors and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for the financial year;

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) they have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Board takes this opportunity to place on record their appreciation for the dedication and commitment of employees shown at all levels which have contributed to the success of your company. Your Directors also express their gratitude for the valuable support and co-operation extended by various Governmental Authorities, including Ministry of Information and Broadcasting, Ministry of Communications and Information Technology - Department of Telecommunication and other stakeholders including Bankers, Financial Institutions, Viewers, Vendors and Service Providers.

For and on behalf of the Board

Punit Goenka Naresh Kumar Bajaj Managing Director Director

Place: Noida Date : July 5, 2010

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