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DIRECTOR'S REPORT

Zee Entertainment Enterprises Ltd.

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Market Cap. (₹) 26086.68 Cr. P/BV 2.92 Book Value (₹) 92.91
52 Week High/Low (₹) 507/267 FV/ML 1/1 P/E(X) 16.65
Bookclosure 16/07/2019 EPS (₹) 16.32 Div Yield (%) 1.29
Year End :2019-03 

DIRECTORS' REPORT

TO THE MEMBERS

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

1. RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

2. FINANCIAL RESULTS

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

Particulars

Standalone Year Ended

Consolidated Year Ended

(Rs. MILLIONS)

31.03.2019

31.03.2018

31.03.2019

31.03.2018

Revenue from Operations

68,579

57,956

79,339

66,857

Other Income

1,894

9,818

2,515

4,403

Total Income

70,473

67,774

81,854

71,260

Total Expenses

44,299

40,463

57,315

49,431

Share of Associates / Joint Ventures

-

-

24

12

Exceptional Items

(218)

-

(218)

1,346

Profit Before Tax

25,956

27,311

24,345

23,187

Provision for Taxation (net)

9,406

8,192

8,673

8,409

Profit after Tax

16,550

19,119

15,672

14,778

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

3. DIVIDEND

Equity Shares

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

Preference Shares

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

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

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

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

4. BUSINESS OVERVIEW

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

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

During the year under review:

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

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

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

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

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

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

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

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

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

5. CAPITAL STRUCTURE & CHANGES IN SHAREHOLDING

During the year under review, your Company had:

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

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

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

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

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

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

6. CREDIT RATING

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

7. SUBSIDIARIES & JOINT VENTURES

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

During the year under review:

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

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

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

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

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

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

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

8. EMPLOYEE STOCK OPTION SCHEME

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

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

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

9. CORPORATE SOCIAL RESPONSIBLITY

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

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

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

10. CORPORATE GOVERNANCE AND POLICIES

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

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

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

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

11. DIRECTORS & KEY MANAGERIAL PERSONNEL

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

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

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

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

12. PERFORMANCE EVALUATION

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

13. BOARD COMMITTEES

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

14. AUDITORS

Statutory Audit

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

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

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

Secretarial Audit

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

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

Cost Audit

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

15. HUMAN RESOURCES & PARTICULARS OF EMPLOYEES

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

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

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

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

Conservation of Energy

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

Technology Absorption

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

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

Foreign Exchange Earnings & Outgo

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

17. DISCLOSURES

i. Particulars of loans, guarantees and investments

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

ii. Transactions with Related Parties

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

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

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

iii. Risk Management

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

iv. Internal Financial Controls and their adequacy

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

v. Deposits & Unclaimed Dividend/Shares

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

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

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

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

vi. Annual Return

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

vii. Sexual Harassment

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

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

viii. Regulatory Orders

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

18. ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Punit Goenka

Managing Directors CEO

Adesh Kumar Gupta

Director

Place: Mumbai

Date: May 27, 2019

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

Name of the subsidiary

Date of Acquisition

Reporting Currency

Share Capital

Reserves & Surplus

Total Assets

Total Liabilities

Investments (Other than Subsidiary)

Turnover

Profit/ (Loss) before Taxation

Provision for taxation

Profit /(loss) after taxation

Proposed Dividend

Mode and % of shareholding

Zee Network Distribution Limited (Formerly known as Zee Turner Limited)

31-Dec-01

INR

1

51

116

64

25

(1)

(0)

(1)

74%

Essel Vision Productions Limited

10-Sep-10

INR

130

(179)

6,608

6,657

5,130

100

21

79

100%

Zee Digital Convergence Limited

23-Sep-04

INR

1

(19)

62

80

17

(13)

(13)

100%

Zee Unimedia Limited

1-Apr-16

INR

1

26

32

5

(5)

1

(6)

100%

Margo Networks Private Limited

17-Apr-17

INR

1

689

722

32

67

(21)

(34)

13

80%

Fly by Wire International Private Limited

14-Jul-17

INR

20

145

527

362

362

129

46

83

100%

India Webportal Private Limited

10-Dec-10

INR

1

(0)

6

5

0

(3)

(3)

100%

Idea Shopweb and Media Private Limited

1-Oct-15

INR

0

(7)

1

8

11

(2)

(2)

51.04%

Zee Multimedia Worldwide (Mauritius) Limited

10-Jun-11

USD

3,945

1,785

5,732

2

-

143

4

139

100%

Zee TV USA Inc. $

30-Sep-99

USD

70

(70)

-

-

-

-

100%

Asia TV Limited &

30-Sep-99

GBP

1,489

(374)

3,097

1,982

1,451

94

26

68

100%

Zee CIS Holding LLC "

6-Feb-09

RUB

100%

OOO Zee CIS LLC "

26-Feb-09

RUB

0

19

31

12

-

13

2

0

2

100%

Asia Multimedia Distribution Inc. **

26-May-14

CAD

0

35

495

460

247

24

7

17

100%

Zee TV South Africa (Proprietary) Limited**

30-Sep-99

ZAR

0

(209)

171

380

277

14

14

100%

Asia TV USA Limited"

9-Nov-15

USD

0

208

3,033

2,825

-

2,139

68

0

68

100%

ATL Media Ltd (Formerly known as Asia Today Limited)

31-Mar-00

USD

0

15,160

21,325

6,165

5,990

2,735

(57)

(808)

751

100%

Expand Fast Holdings (Singapore) Pte Limited

30-Sep-99

USD

4

142

147

1

-

1

0

0

100%

Taj TV Limited

22-Nov-06

USD

333

1,454

2,052

265

(539)

11

(550)

100%

Asia Today Limited (Formerly known as Zee Multimedia (Maurice) Limited)

19-Jan-06

USD

7

338

11,271

10,926

2,657

(564)

4

(568)

100%

Asia Today Singapore Pte Limited &

30-Dec-15

USD

69

(24)

259

214

2

594

31

2

29

100%

Zee Technologies (Guangzhou) Limited &&

11-Jul-06

YUAN

117

(195)

1

79

(3)

(3)

100%

Zee Entertainment Middle East FZ-LLC &

4-Sep-05

AED

47

2,355

2,624

222

-

1,839

430

430

100%

ATL Media FZ-LLC &

12-Feb-14

AED

1

(167)

1,027

1,193

-

324

81

81

100%

Zee Studio International Limited

20-Mar-17

CAD

0

(66)

136

202

(56)

(56)

100%

Z5X Global FZ - LLC &

20-Dec-16

AED

1

(1,084)

1,081

2,164

69

31

(753)

-

(753)

100%

Asia TV Gmbh**

21-Mar-16

EUR

1

9

81

71

320

9

3

6

100%

Pantheon Production Limited

29-Mar-18

CAD

0

(0)

10

10

(0)

(0)

100%

Eevee Multimedia Inc. #

8-Jul-13

USD

17

(84)

2

69

(1)

0

(1)

100%

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

Part 2 : Associates and Joint Venture

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

(Rs. Millions)

Shares of Associate/Joint Venture held by the company on the year end

Networth attributable to Shareholding as per latest audited Balance Sheet

Profit / Loss for the year

Description of how there is significant influence

Reason why associate/ joint venture is not consolidated

Name of Associates/ Joint Ventures

Date of Acquisition

Latest audited balance Sheet Date

Numbers

Amout of Investment in Associates/Joint Venture

Extent of Holding %

Considered in Consolidation

Not Considered in Consolidation

Aplab Limited#

17-Nov-06

31-Mar-19

475,000

4

9.5%

-

4

Refer Note A

-

Asia Today Thailand Limited

5-May-14

31-Mar-19

10,000

2

25%

3

0

Refer Note A

Media Pro Enterprise India Private Limited

29-Jun-11

31-Mar-19

2,500,000

25

50%

217

24

Refer Note B

-

# Associate upto 15 January 2019 Note A :- There is significant influence due to percentage (%) of Share Capital
Note B :- There is joint control by virtue of Joint Control Agreement

For and on behalf of the Board of Directors

Adesh Kumar Gupta

Punit Goenka

Place: Mumbai

Director

Managing Director & CEO

Date: May 27, 2019

ANNEXURE 'B' TO DIRECTORS' REPORT

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

Sr

Particulars

Details

1

Relevant disclosures in terms of the Guidance Note on Accounting for employees share-based payments issued by ICAI or any other relevant Accounting Standards as prescribed from time to time.

Refer Note 16(e) of standalone financial statements for the year ended March 31, 2019 for details.

2

Diluted EPS on issue of shares pursuant to all the Schemes covered under the regulations shall be disclosed in accordance with Accounting Standard 20 - Earning Per Share issued by ICAI or any other relevant accounting standards as prescribed from time to time

Diluted EPS as per Indian Accounting Standards-33 is Rs. 17.23 (Refer Note 41 of Standalone financial statements for details)

3

Details relating to ESOS

i

A description of each ESOS that existed at any time during the year, including the general terms and conditions of each ESOS including:

Presently the Company has only one Employee Stock Option Scheme, namely ZEEL ESOP Scheme 2009, which was amended on October 25, 2016 to align the Scheme in line with the requirements of Companies Act, 2013 and SEBI (Share Based Employee Benefits) Regulations, 2014 and to provide flexibility to the Nomination & Remuneration Committee for determination of exercise price.

a. Date of Shareholders approval

August 18, 2009

b. Total No. of Options approved under ESOP

21,700,355 Stock Options which were later enhanced to 43,400,710 in view of Bonus issue in 2010 in the ratio of 1:1.

c. Vesting Requirements

Options granted under ZEEL ESOP Scheme 2009 would vest not less than one year and not more than five years from the date of grant of such options.

Vesting of options would be subject to continued employment with the Company and /or its Subsidiary companies and thus the options would vest on passage of time. In addition to this, the Nomination & Remuneration Committee may also specify certain performance parameters subject to which the options would vest.

The specific vesting schedule and conditions subject to which vesting would take place would be outlined in the document given to the option grantee at the time of grant of options.

d. Exercise Price or pricing formula

The exercise price shall be equal to the closing market price on the day previous to the grant date or such other price (minimum being the value equivalent to face value of Rs. 1/- per equity share) as may be decided by the Nomination & Remuneration Committee

e. Maximum term of Options granted

Options granted under ESOP 2009 shall be capable of being exercised within a period of four years from the date of Vesting of the respective Employee Stock Options.

f. Source of shares (primary, secondary or combination)

Primary

g. Variation in terms of Options

None

ii

Method used to account for ESOS - Intrinsic or Fair value

Fair Value

iii

Where the company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognised if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed.

Not Applicable as the Company has accounted for the Stock Option at Fair Value using the Black-Scholes-Merton Model based on assumptions detailed in Note 16(e) to the Notes to standalone financial statements for FY 2018-19

iv

Option movement during the year

Number of options outstanding at the beginning of FY 18-19

23,800

Sr

Particulars

Details

Number of Options granted during FY 18-19

17,300

Number of options forfeited / lapsed during FY 18-19

Nil

Number of options vested during FY 18-19

12,880

Number of options exercised during FY 18-19

12,880

Number of shares arising as a result of exercise of options

12,880 Equity shares

Money realized by exercise of options (INR), if scheme is implemented directly by the company

Rs. 12,880/-

Loan repaid by the Trust during the year from exercise price received

Not Applicable

Number of options outstanding at the end of FY 18-19

28,220

Number of options exercisable (vested) at the end of FY 18-19

Nil

V

Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock.

During FY 2018-19, the Company had granted 17,300 Options at an exercise price of Rs 1/- per Option and the Fair Value of these options as per Note 16(e) to standalone financial statements is Rs 578.95/- per Equity Share.

In view of this weighted average Exercise Price is Rs 1/- and weighted average Fair Value is Rs 580/--

vi

Employee wise details (name of employee, designation, number of options granted during the year, exercise price) of options granted to (a) Senior Managerial Personnel; (b) Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year; and (c) Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant

a) & (b) Mr Punit Misra, CEO - Domestic Broadcast Business No of Options granted - 17,300 Exercise Price - Rs. 1/-(c) Not Applicable

vii

A description of the method and significant assumptions used during the year to estimate the fair value of options including the following information viz. (a) the weighted-average values of share price, exercise price, expected volatility, expected option life, expected dividends, the risk-free interest rate and any other inputs to the model; (b) the method used and the assumptions made to incorporate the effects of expected early exercise; (c) how expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical volatility; and (d) whether and how any other features of the option grant were incorporated into the measurement of fair value, such as a market condition.

Refer Note 16(e) to the Notes to standalone financial statements for FY 2018-19 for description of method and significant assumptions used to estimate fair value of Options granted during FY 18-19.

For and on behalf of the Board of Directors

Punit Goenka

Managing Directors CEO

Adesh Kumar Gupta

Director

Place: Mumbai

Date: May 27, 2019

ANNEXURE 'C TO DIRECTORS' REPORT

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

1

A brief outline of the Company's CSR Policy including overview of projects or programs proposed to be undertaken and a reference to the weblink to the CSR policy and projects or programs

Pursuant to Section 135 of the Companies Act, 2013, the Corporate Social Responsibility Committee of the Board had approved a CSR Policy with primary focus on Education, Healthcare, Women Empowerment and Sports. Besides these focus areas the Company shall also undertake any other CSR activities listed in Schedule VII of the Companies Act, 2013.

The CSR Policy of the Company can be viewed on www.zeeentertainment. com

2

The Composition of the CSR Committee

The CSR Committee of the Board comprises of 3 Directors. Mr Subodh Kumar, Non-Executive Director is the Chairman of the Committee while Prof Sunil Sharma, Independent Director & Mr Punit Goenka, Managing Director & CEO are its Members

3

Average net profit of the Company for last three financial years

Rs. 19,856.33 Million

4

Prescribed CSR expenditure (two percent of the average net profits for last three years)

Rs. 397.13 Million

5

Details of CSR spent during FY

a) Amount to be spent in FY 2019 including unspent amount for FY 2018

Rs. 621.78 Million

b) Amount spent

Rs. 226.97 Million

c) Unspent amount

Rs. 394.81 Million

d) Areas where spent

As detailed herein

(Rs. MILLIONS)

CSR Projects or Activities Identified

Sector in which the project is Covered

Projects or Programs Local area or other, specify the State and district where projects or programs was undertaken

Amount outlay (budget) project or programs wise

Amount spent on the projects or programs

Cumulative expenditure upto the reporting period

Amount spent Direct or through implementing Agency

Education & Skill Development

CSR project for expansion of Community empowerment platform named 'Sarthi'

Bihar & Jharkhand

175.00

172.00

172.00

Subhash Chandra Foundation

Integrated Rural Development

CSR project for establishing Integrated Rural Development Centre to assist surrounding Rural areas

Haryana

50.00

50.00

222.00

Subhash Chandra Foundation

Contribution to Chief Minister Distress Relief Fund towards Kerala Flood Victims

Contribution to the Fund set up by Central Government

Kerala

1.62

1.62

223.62

Direct

(Rs MILLIONS)

CSR Projects or Activities Identified

Sector in which the project is Covered

Projects or Programs Local area or other, specify the State and district where projects or programs was undertaken

Amount outlay (budget) project or programs wise

Amount spent on the projects or programs

Cumulative expenditure upto the reporting period

Amount spent Direct or through implementing Agency

Contribution to Hindu Spiritual & Service Foundation set up with object inter alia of educating people about importance of forest and ecology for sustainable environment

Environment sustainability, ecological balance etc

Chennai

1.25

1.25

224.87

Direct

Contribution to Annapurna Kashi Vishwanath Charitable Trust

Protection of traditional arts and culture

Varanasi

1.60

1.60

226.47

Direct

Contribution to Ammada Trust for GiveHer5 Campaign, a social initiative to bring safe sanitary solutions to women in rural India

Empowering Women and promoting sanitation

Across rural India

0.50

0.50

226.97

Direct

Total

229.97

226.97

226.97

6

Reason for not spending entire CSR amount

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

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

Subodh Kumar

Non-Executive Director

Punit Goenka

Managing Director and CEO

Place : Mumbai

Date : May 23, 2019

ANNEXURE 'D' TO DIRECTORS' REPORT

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

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

Name of Director/ Key Managerial Person

Remuneration (Rs. Millions)

% increase in Remuneration

Ratio of Directors remuneration to Median remuneration

Non-Executive Directors $

Subhash Chandra

3.00

9%

2.80:1

Ashok Kurien

3.00

9%

2.80:1

Sunil Sharma

3.00

9%

2.80:1

Neharika Vohra

3.00

9%

2.80:1

Manish Chokhani

3.00

9%

2.80:1

Adesh Kumar Gupta

3.00

9%

2.80:1

Subodh Kumar

3.00

9%

2.80:1

Executive Director

Punit Goenka

82.95

9%

77.52:1

Key Managerial Personnel

Bharat Kedia @

9.36

5%

NA

Rohit Kumar Gupta #

18.11

NA

NA

M Lakshminarayanan

19.15

6%

NA

Note:

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

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

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

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

Sr

Requirement

Disclosure

1

The Percentage increase in median remuneration of employees in FY 18-19

18.47%

2

Number of permanent employees on the rolls of the Company

3,083

3

Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration

The average annual increase in the salaries of employees during the year was 8.8% while the average increase in Managerial Remuneration was 9% during the year.

4

Affirmation that the remuneration is as per the remuneration policy of the Company

The Company affirms that the remuneration is as per the remuneration policy of the Company

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

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

Sr. No.

Name

Age

Designation

Remuneration Total (Rs.)

Qualification

Exp in Yrs

Date of Joining

Last Employment

1

Anurag Bedi

42

Cluster Head -Niche Channels & Zee Music Company

17,827,305

2nd Mates License in Nautical Sciences

18

5-Feb-07

Star India Pvt. Ltd.

2

Aparna Bhosle

46

Business Head, ZEE TV & FTA GEC

12,716,214

B.A, MBA in Marketing

23

1-Apr-14

Zee Learn Ltd.

3

Ashish Sehgal

49

Chief Growth Officer -Ad Sales

38,916,832

B.Com, LLB

26

1-Apr-18

Zee Unimedia Ltd

4

Atul Das

51

Chief Revenue Officer- Affiliates Revenue

23,797,015

B.Com, MMS

26

1-May-16

Taj Television (India) Pvt. Ltd.

5

Gunjarav Nayak

43

Principal Cluster Head -Sales

18,521,844

B.Com, PGD BM

22

1-Apr-18

Zee Unimedia Ltd

6

Harpreet Singh Mamick

42

Executive Cluster Head -Sales

10,428,535

B.Com, MBA in Marketing

18

1-Apr-18

Zee Unimedia Ltd

7

Laxmi Shetty

50

Chief Sales Strategy & Maximisation Officer

23,397,499

B.Sc (Hons), Diploma in - Computer Studies, Marketing Management, Oracle 6.0, Statistical Management, Advance Data Analysis for Marketing Decisions

29

1-Apr-18

Zee Unimedia Ltd

8

M. Lakshminarayanan

56

Chief Compliance Officer & Company Secretary

19,142,556

B.Com, ACS

36

19-Jan-06

BPL Power Projects Ltd.

9

Manish Aggarwal

42

Chief Marketing Officer

14,587,453

B.Com, Diploma in E-Business, MBA in Marketing

18

1-Apr-18

Zee Digital Convergence Ltd.

10

Mona Jain

53

Principal Cluster Head -Sales

18,120,584

B.Sc (lnd. Chem.), MBA in Marketing

30

1-Apr-18

Zee Unimedia Ltd.

11

Monali Ghosh

46

Executive Cluster Head -Sales

12,297,167

M.A, Masters in Marketing Management

23

1-Apr-18

Zee Unimedia Ltd.

12

Pratyusha Agarwal

41

Chief Marketing officer

14,586,911

IIT-B.tech IIM-Ahmedbad

18

25-Jan-17

Tata Unistore Ltd.

13

Punit Goenka

43

Managing Director & CEO

82,945,472

B.Com

21

1-Apr-98

ASC Enterprises Ltd.

14

Punit Misra

48

CEO - Domestic Broadcast

61,905,268

MCA/BE

24

1-0ct-16

Hindustan Unilever Ltd.

15

Raghavendra Hunsur

33

Business Head, Zee Kannada

10,478,773

B.A

15

5-May-14

ETV KANNADA

16

Rahul Sharma

49

Executive Cluster Head -Sales

10,491,393

B.Sc (Hons), PG Diploma in Marketing & Sales

25

1-Apr-18

Zee Unimedia Ltd.

17

Rajneesh Gupta

45

Executive Cluster Head - Sales

12,129,413

B.Com, MBA in Marketing

22

1-Apr-18

Zee Unimedia Ltd.

Sr. No.

Name

Age

Designation

Remuneration Total (Rs.)

Qualification

Exp in Yrs

Date of Joining

Last Employment

18

Rajnish Gupta

44

Principal Cluster Head-Sales

11,344,631

B.Com, MBA in Marketing

24

1-Apr-18

Zee Unimedia Ltd.

19

Sachin Rumde

42

Head - Operations

11,498,630

B.E (Mech.), MMS

19

1-Jun-00

NA

20

Samrat Ghosh

41

Business Head -Zee Bangla & Zee Bangla Cinema

12,647,162

B.Sc (Hons), PGDBA

19

1-Oct-10

Tata Infomedia Ltd.

21

Sanjoy Chatterjee

52

Principal Cluster Head - Sales

15,797,612

B.Com

29

1-Apr-18

Zee Unimedia Ltd.

22

Siju Prabhakaran

44

Cluster Head -South

18,020,782

B.Tech, MBA in Marketing

20

27-Sep-04

UTV Software Communication Ltd.

23

Siddharth Narula

43

Chief Revenue Officer

15,673,385

B.Sc (Hons), MBA in Sales & Marketing

18

1-Apr-18

Zee Unimedia Ltd.

24

Sujoy Sen

55

Head - DTH Business

13,992,755

B.Sc (Hons), PGDBM

32

1-May-14

Mediapro Enterprise India Pvt. Ltd.

25

Syed Ali Zainul Abedeen Zaidi

46

Business Head -Cafe Chain

12,053,572

B.Com

21

17-Aug-07

Star India Pvt. Ltd.

26

Umesh Kumar Bansal

37

Head Commercial -Domestic Broadcast Business

10,803,681

B.Tech, MBA in International Business

13

1-Apr-17

Essel Corporate Resources Pvt. Ltd

27

Venkat Nettimi

45

Head - Consumer Insights

13,539,373

MBA

23

20-Jun-17

Star India Pvt. Ltd.

28

Vijay Sanil

41

President- Sales

17,638,547

B.SC, PGDBM

16

1-Apr-18

Zee Unimedia Ltd.

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

Sr. No.

Name

Age

Designation

Remuneration Total (Rs.)

Qualification

Exp in Yrs

Date of Joining

Date of Leaving

Last Employment

1

Animesh Kumar

51

Chief People Officer

13,377,103

B.A, XLRI- PG Diploma in Personnel Management & Industrial Relations

26

23-Jul-18

Not Applicable

Future Retail Ltd.

2

Avnindra Mohan

57

President - Legal

48,370,563

B.Com, FCA, LLB

30

1-Apr-15

31-Jul-18

Essel Corporate Resources Pvt. Ltd

3

Bharat Kedia

51

Chief Financial Officer

9,362,688

B.Com, CA, CS

26

11-Jul-17

30-Apr-18

Parag Milk Foods Ltd.

4

Deepak Rajadhyaksha

44

DEPUTY BUSINESS HEAD, ZEE TV

8,264,890

M.A

18

1-Jul-04

31-Aug-18

Shop24 Seven India Pvt. Ltd.

5

Karamjit Dua

49

Principal Cluster Head - Contents Partnership and Premium Cluster

6,477,590

B.Com, MBA

28

12-Sep-18

Not

Applicable

Havas Media India. Pvt. Ltd

6

Nirav Manhar Vaidya

52

Commissioning Lead - Zee TV

2,060,130

B.Ain Economics

25

12-Feb-19

Not

Applicable

Sony Pictures Networks India Pvt. Ltd.

7

Praveer Priyadarshi

49

Chief People Officer

5,185,667

B.Sc (Hons), PGDPM

24

29-Nov-16

15-May-18

UOP India Pvt. Ltd.

8

Ranjeel Kumar

43

Business Head - Live / Music & Product Head

7,917,025

B.Com, Masters Programme in International Business

19

7-Sep-18

Not

Applicable

Viacom 18 Media Pvt. Ltd

9

Rohit Kumar Gupta

49

Chief Financial Officer

14,886,375

B.Com, CA

26

27-Aug-18

Not

Applicable

Chaudhary Group (Telecom & Mobiles)

10

Sharada Sunder

51

Cluster Head -RHSM Channels

11,031,068

B.Com, CA

25

3-Sep-10

30-Apr-18

Real Global Broadcasting

11

Swaroop Madhab Banerjee

38

Chief Operating Officer - Zee Live

4,934,484

Diploma in Automobile Engineering

19

16-Jul-18

Not

Applicable

Laqshya Media Group

12

Taranjeet Singh

45

CROZee5 India & Business Head -New Projects

6,155,237

B.Com, PGDM

24

15-Oct-18

Not

Applicable

Twitter Communications India Pvt. Ltd

13

Tarun Katial

44

CEO-ZEE5JNDIA

29,277,328

B.Com, MBA in Marketing

22

16-May-18

Not

Applicable

Reliance Broadcast Network Ltd

14

Viresh Rameshchandra Dhaibar

57

Chief Legal Counsel

9,208,323

M.Com, LLB, LLM, ACS, ACIS (UK)

36

1-Feb-19

Not

Applicable

Essel Business Excellence Services Ltd.

Notes :

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

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

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

For and on behalf of the Board of Directors

Punit Goenka

Managing Director & CEO

Adesh Kumar Gupta

Director

Place: Mumbai

Date: May 27, 2019

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2019

To,

The Members,

Zee Entertainment Enterprises Limited

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Management Responsibility:

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

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

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

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

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

We further report that:

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

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

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

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

i. Composite Scheme of Arrangement and Amalgamation with WOS

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

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

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

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

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

ii. Partial redemption of Listed Bonus Preference Shares

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

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

iii. Redemption of unlisted preference shares

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

iv. Issue of equity shares under ESOP Scheme:

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

For M/s Vinod Kothari & Company

Practising Company Secretaries

Vinita Nair

Partner

Membership No.: A31669

C P No.: 11902

Place: Mumbai

Date: May 15, 2019

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