investing in tomorrow

ZEE ENTERTAINMENT ANNUAL REPORT ENTERPRISES LIMITED CIN No: L92132MH1982PLC028767 2014-15 in this report

iswhat ZEE ON THE COVER Investing in tomorrow, the theme for this annual report, is what we believe will lead ZEE to its goals. The creative treatment of the report is a depiction of our strong devoted belief in the quality of our content, and the goodwill of our brand.

View this report online at http://www.zeetelevision.com/investor-relations/financials-annual.html To view our Quarterly results please visit http://www.zeetelevision.com/investor-relations/report-earning-release.html

FORWARD LOOKING STATEMENTS: In this Annual Report, we have disclosed forward looking information to enable investors to comprehend our future prospects and capabilities and take investment decisions. This report and other statements - written and oral - that we periodically make contain announcements and communication that set out anticipated results based on the management’s plans and assumptions. We have tried, wherever possible, to identify such statements by using words such as ‘anticipate’, ‘estimate’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’, and words of similar substance in connection with any discussion of future performance. We cannot guarantee that these assertions will be realised, although we believe we have been prudent in our communication. The achievements of results are subject to risks, uncertainties and even inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Readers should keep this in mind. We undertake no obligation to publicly update any observation , whether as a result of new information, future events or otherwise. corporate overview statutory reports financial statements 2 The World is My Family 46 Notice CONSOLIDATED 4 ZEE at a Glance 56 Directors’ Report 165 Independent Auditor’s Report 6 Message from the Chairman 64 Annexures to Directors’ Report 170 Balance Sheet 8 Message from the MD & CEO 82 Secretarial Audit Report 171 Statement of Profit and Loss 10 Key Performance Indicators 84 Report on Corporate Governance 172 Cash Flow Statement 12 Orbit Shifting Initiatives 104 Management Discussion and Analysis 174 Notes 14 Global Ambitions 118 Business Responsibility Report Attendance Slip & Proxy Form 16 Creating Real-time Entertainment 126 Certification on Financial 18 Entertaining Global Audiences Statements 20 Fuelling Innovation 22 Valuing The ZEE Brand financial statements 24 Board of Directors STANDALONE 26 Senior Management 128 Independent Auditor’s Report 28 Operational Highlights 132 Balance Sheet 30 Operational Canvas 133 Statement of Profit and Loss 32 ZEE Knowledge Platforms 134 Cash Flow Statement 36 Awards and Accolades 136 Notes 38 ZEE & Social Media 163 Five Years Financial Highlights 40 Business Responsibility 164 Performance Ratios - An Analysis 42 Investing in Talent 44 Corporate Information achieve devoted the year to With it, will be change of an unprecedented At ZEE, we are ensuring that our response form and magnitude. to this evolution is proactive, innovative For and prompt. We have devoted energy The signs of that change are unmistakable. and resources to ensure that our content tomorrow From the way life is structured, to the way strategy and delivery platforms are we interact with our community, nothing aligned to the emerging needs of our seems the same anymore. Consumer global audiences. We are ensuring that is upon aspirations are transforming fast, and we consistently refresh our portfolio of technology is evolving into an intuitive, entertainment options, as well as customise us, and omnipotent force, within everyone’s reach. it to the last degree of desire. Nowhere is this frenzied rate of change We are investing in tomorrow as the key it shall more visible than in entertainment and the strategic imperative in realising our global proliferation of digitally consumed content. ambitions. We mean to achieve this by be here, Audiences across the world, are voicing strengthening our existing platforms their choice and are being served their and building new ones, gauging viewer preferred content on-demand. Traditional preferences and aligning our content before we media, though of a formidable size, is part offerings accordingly. We are also focussing of a convergence that is seamless across on technology, to create a brand of know it. devices. sustainable value. investing in tomorrow the world is my family

Vasudhaiva Kutumbakam which envisions ZEE firmly believes that entertainment has the entire world as one family, is the no boundaries, and with this firm conviction, guiding philosophy for ZEE Entertainment this Global Content Company, aims at Enterprises Limited (ZEE). At ZEE, we offering engaging content to its consumers entertain over 959 Million viewers across the across the world, irrespective of the screen globe, and our goal is to unify the world with at their disposal. our rich and engaging content offerings.

We envision a borderless and seamless world of entertainment, where geographic boundaries, ethnicities or languages do not present a barrier to sharing moments of joy and happiness. Our goal is to be amongst the top global media conglomerates by the year 2020.

2 is the embracing

To view the ZEE brand film scan the QR code or visit youtube.com/watch?v=z52NlXvkl8E Annual Report 2014-15 corporate overview the world is my family

mission values Customer Focus To become the world’s leading Our Company’s strategies are driven by the needs of the customer. Our success can be measured by the satisfaction global media company from achieved by our customer.

the emerging markets. As a Excellence corporation, we are driven We accord a high premium to maintaining superlative standards throughout our Company. We encourage our employees to by innovation and creativity come up with smarter ideas, within the least possible time.

that focuses on growth, while Creativity delivering exceptional value to The key to our value system is innovation and originality. We recognise and have a high regard for individual expression and our customers, our viewers and creative freedom in our quest to provide customer satisfaction. all our stakeholders. Integrity We observe strict ethical standards through editorial independence and creative expression, in order to earn the trust of our viewers and subscribers.

Growth Driven We are committed to delivering consistent revenue and cash flow growth in order to provide our shareholders a good return. Our objective is to grow our people, market and businesses around the world. world 3 as family investing in tomorrow ZEE at a glance

959 Million 169 Viewers Countries

36 33 International Channels Domestic Channels

4 is performing

Zee Entertainment Enterprises Ltd., is a global media brand with a strong presence in over 169 countries. It has a total viewership of over 959 Million people around the world. It offers content in multiple languages and comprises over 36 international channels, making ZEE an all- encompassing, universally appealing brand. ZEE also rules the roost in its homeland, India. It is amongst the largest producers and aggregators of Hindi programming in Content Leadership the world, with an extensive library, housing over 2,10,678 hours of television content. With rights to more than 3,500 movie titles from foremost studios featuring iconic film 2,10,678 3,500 33 stars, ZEE houses the world’s largest Hindi- film library. Its offerings also include a rich Hours of television content Movie title rights Domestic Channels bouquet of 33 popular domestic channels. Annual Report 2014-15 corporate overview ZEE at a glance

#1 Media Brand Launched in 1992, in its journey of over ZEE has bagged many prestigious awards In prestigious ranking two decades, brand ZEE has brought since its inception. Notable amongst them studies, including: value to the lives of its internal and external have been the Dun & Bradstreet Corporate stakeholders that includes shareholders, Award and the IMC Award for Excellence 1. ET 500 List 2. BS 1000 List bankers, investors, employees and in Media. It has also been ranked as the 3. Business World 500 List business partners. ZEE considers each one number one brand in the media category, 4. Fortune India 500 List of these stakeholders as family and aims at in prestigious rankings like the ET 500 and making the entire world a part of this large, Fortune 500. burgeoning family. Inspired by this thought, Only Indian M&E Company ZEE espouses the notion of ‘Vasudhaiva Featuring in Nikkei Inc’s ‘India40’ list Kutumbakam – The World is my Family’, as its overarching principle and brand positioning.

Most Valuable Media Company Business Today 500 List 5 with passion

Average TVT (Million) Total Viewer Base (Million) Revenue (` Million) 1427 959 48,837 From 435 in 2014 From 730 in 2014 From 44,217 in 2014 investing in tomorrow message from the chairman

Dear Shareholders,

As One Family, we live by the philosophy of Vasudhaiva Kutumbakam, which reflects in the ethos of the Company. Our endeavour has been to unify the entire world with our rich and engaging content, leading to the upliftment of society and we are constantly working towards bringing in a positive change in the overall cultural milieu. At ZEE, the Financial Year 2014-15 has been a year of “Investing in Tomorrow”.

We envision India playing a major role in the way the entertainment industry, around the world, evolves. Multiple macro factors are driving this growth – stronger internet access, rapid digitisation and increasing globalisation of audience preferences.

6 is striving to enhance viewership exponentially USD 2.3 tn. Global M&E Industry by 2018 (est.), vision 2020 growing from current levels at a CAGR of 4% To achieve five times viewership growth We clearly foresee ZEE being ranked To achieve four times among the top global growth in content media brands. consumption Annual Report 2014-15 corporate overview message from the chairman

Technological advancements in the field of The passion to turn our global audiences inching closer to our goals. The content entertainment consumption have bolstered into one family has seen us undergo a offering in the international markets has the industry further. Aspects like 4K, are tremendous metamorphosis in the last two evolved and enriched, adhering to our slated to enrich the viewing experience, decades and more. We have come a long global aspirations. ZEE holds ambitions of and open a whole new arena of premium way since our inception to reach this global emerging as an entertainment and media content consumption. 4G, will further stature. We now look forward to pushing leader in rapidly developing newer markets. empower the consumer to access rich our boundaries further to fulfil our ‘One content on the go. These factors are giving World’ philosophy. Despite challenges, we have emerged as the overall entertainment ecosystem a a global content powerhouse, catering whole new dimension. What brings in the confidence is that the to the varying aspirations of audiences in roadmap to the future is already laid out a seamless world of entertainment. And We realise that the world around us is for us. Our pioneering vision, powered by we will continue to move forward with changing faster than we can imagine. It is world-class talent and expertise, has helped confident, determined steps, to make the visible in the way we are communicating us set for ourselves big goals for 2020. We most of future opportunities. as a society, or doing business. Not clearly foresee your Company being ranked surprisingly, it is also visible in the way we among the top global media brands in the We are building on proven strengths, and are consuming entertainment. Not only is next five years. We have invested minimum your trust gives us the courage to continue

is striving to enhance 7 viewership exponentially

the world of entertainment transforming, shareholder value to achieve our objective doing what we love and are passionate it is getting increasingly democratised of global leadership. Our initiatives are about: Entertaining the world with refreshing with user generated content competing based on the orbit shifting thoughts and and engaging content. with professionally created content. The ambitions set for the year 2020, with clear, internet is now a mainstream media for quantifiable parameters, giving us visibility of We cherish your trust. I, on behalf of the entertainment and geographical boundaries how the future will unfold for us, capitalizing Board of Directors and the entire leadership are all but demolished. opportunities along the way. team, thank you for this love and support, and assure you a great future ahead. This dream is fuelled by the giant strides We survive on consistent innovation, by that the entertainment industry is taking shifting our orbits of creative thought Yours truly, worldwide. The global media and process. We believe in nurturing a entertainment industry is expected to grow generative approach which is structured Dr. Subhash Chandra at a CAGR of 4 % from 2015, reaching and driven towards solutions. And it is Chairman around USD 2.3 trillion in 2018. As part of this principle, that has enabled ZEE to set ZEE Entertainment Enterprises Ltd. our Vision 2020, we see ourselves being at trends for the industry to follow. the forefront; targeting growth on a different scale for your Company. On the international front, the Company has aggressively forayed into new territories, investing in tomorrow message from the md & ceo Dear Shareholders,

At ZEE, FY 2014-15 has been a year of achievement, accomplishment, and major investments for the future. We have always believed in striving for the best and playing a proactive role in defining the industry’s next-practices and striving harder. In FY 2014-15, we set ourselves clear, actionable goals for the future, and began the process of investing energy and resources in them. ZEE is already India’s most admired media brand, and our content reaches nearly a billion people across the world through our domestic and international bouquet of channels and multiple distribution platforms. For us, this is only a beginning, given that our objective is to be recognised amongst the top global media conglomerates by the year 2020.

8 is to the power of digital media

The performance of ZEE in FY 2014-15 has been commendable, and higher than the overall industry growth. Our network share has risen. This has in turn, translated ` 48.837 bn. into a significant growth on the advertising Revenue up 10.4% revenue front. On the subscription front, ZEE’s wholly owned subsidiary, Taj Television India Pvt. Ltd., since this ` 12.538 bn. FY 2014-15 has been independently EBITDA up 4% distributing all the network’s channels. Our flagship channel continued to perform well, and the new launches such as &TV and ` 9.775 bn. Zindagi have met with great enthusiasm. Post tax Profit up 10% We maintained a steady progress across all quarters, and reported revenue of ` 48,837 Million (Y-o-Y growth of 10.4 per cent) with EBITDA of ` 12,538 Million (Y-o-Y growth of 4 per cent) and net post-tax profit of Annual Report 2014-15 corporate overview message from the md & ceo

` 9,775 Million (Y-o-Y growth of 10 per stickiness. The successful roll out of BARC cent). Despite pricing challenges, and – Broadcast Audience Research Council, increasing costs, we were able to maintain has brought in immense transparency and a We are creating a healthy net margin of 20 per cent. This sense of clarity across the industry, when it outcome indicates that our operations comes to measurability. competencies for were based on a prudent strategy, and bear testimony to our know-how and We believe that to truly make an impact, tomorrow across our expertise. We are confident that we will be the entertainment industry has to be quick, business. We have able to continue on the path of augmenting targeted and collaborative. At ZEE, we shareholder value. have focused our efforts and energies in devoted significant investing in this new future. We are creating ZEE has been able to demonstrate its competencies for tomorrow across our efforts to reorganise leadership acumen and forward thinking business. We have devoted significant abilities consistently. This is not just borne efforts to reorganise ourself, to create ourself, to create out by what we have done in the past, or content incubation centres, and to focus on content incubation by what we have achieved during the year. a global stage. We are working on concrete It is reflected in the way we are imagining strategies to ensure that ZEE leverages its centres, and to focus the future, and investing diligently in it. We leadership and experience and maximises are creating capabilities, infrastructure, the global opportunity of rapidly expanding on a global stage. media industry.

fully harness 9 power of digital media

content and platforms all designed to During FY 2014-15, we took many steps will consistently seek out newer markets align themselves with emerging consumer towards this very end. We expanded globally, and fortify our existing ones. And preferences and audience behaviour. aggressively in the American, European, through all of this, we will maintain the APAC and Middle East Markets. We highest standards of corporate governance The overall ecosystem in India in general launched new channels with a clear view and ethics while creating superior value. and the media environment in particular on rich and engaging content, customised has evolved significantly. Given that ZEE to specific audience groups. We are also I am very grateful for your support so far, has been a leader in anticipating trends investing in further training our existing and assure you that we will work very hard and responding to them, this evolution has talent, together with nurturing new people to retain it. I hope all of you will be by our turned out to be positive for our growth. across diverse competencies. side, as ZEE charts a journey into the next The implementation of digitisation level of growth and its corporate evolution. (Phase I & II), despite few delays, has The key elements of our strategy going resulted in the creation of new opportunities forward will be to consistently invest in Yours truly, throughout the media value chain. We growth opportunities to safeguard and believe that our brand’s goodwill, and grow our leadership, in a competitive Punit Goenka our content expertise present a huge environment. We will concentrate on the MD & CEO opportunity to create new products opportunities that digitisation presents, and ZEE Entertainment Enterprises Ltd. for specific markets and segments to seek to maximise revenue from this, while drive greater viewer engagement and operating in a prudent environment. We Operational Cost Employee Benefits Expense Other Expenses

(%)

59 4,498 Million `

21,393 Million ` 10,408 Million `

29 higher stop 12

Distribution of Expenses Operational costs – Employee benefits expenses – Other expenses –

ever

aiming Subscription Advertising Others

never

(%) is to 37 17,935 Million ` 26,603 Million ` 4,299 Million ` 9

54

Subscription revenue – Subscription revenue – Advertising revenue – Other revenue Distribution of Revenue Our performance during the year was driven Our performance during in resulting income, by higher broadcasting network share. greater investing in tomorrow in investing

Operational highlights FY 2015 indicators performance key

10 Key figures forshareholders Financial highlights Return on Networth decreasedReturn by120basis points. RONW Market Capitalisationincreased by26% Market Capitalisation Profit before taxincreased by6% Profit Before Tax increase inSales–MediaContent. 12% increase inadvertisementrevenues anda Growth inIncomefrom Operationswasdrivenprimarilyby a Income from Operations Annual Report2014-15 (%) ( 200,760 ` Million) ( ` Million) 10,519 36,996 260,618 ( ` Million) 44,217 ` 17.60 18.40 2,019Million 13,191 328,233 14,040 48,837 18.80 Return on Capital EmployeddecreasedReturn by 260basispoints. ROCE Networth increased by17% Networth margin of26%. broadcasting revenue whichresulted inanEBITDA EBITDA grew 4%andwasmainlyattributabletoincreased 20%, atthesamelevelasprevious year. Profit aftertaxincreased by10%.Thenetprofit marginwas Profit After Tax EBIDTA (%)

( FY 2013 FY 2013 ` ( ` Million) Million)

( ` Million)

FY 2014 FY 2014 39,115 7,196 corporate overview key performanceindicators 9,543

47,377 25.50 8,921 27.10 12,043

12,538 55,498 FY 2015 FY 2015

9,775 28.10

11 investing in tomorrow orbit shifting initiatives

is about Annual Report 2014-15

Linear growth is a given. Exponential thinking is the game-changer. thinking big

At ZEE we understand this very well, because we have led the entertainment revolution in India ever since our inception. Therefore, our responsibility to think beyond here and now is even greater, for us to sustain our leadership and grow our relevance.

As the world changes around us, we are focusing on not just on what is, but on what can be. All our actions are geared towards that.

At ZEE, we have imbibed a ‘think tomorrow’ culture across our organisation and have aligned our strategic priorities, corporate actions and tangible goals with the future in view. And we are doing this in a manner that will place us in a different orbit.

We are on track to realising our vision 2020 goals of five times viewership growth and four times content consumption growth, delivering on our promise of emerging as one of the largest and most influential global entertainment providers. investing in tomorrow global ambitions

At ZEE, we are taking important steps to achieve our global ambitions. These goals are critical to our mission, and thus, we have put in place a strategy to ensure the realisation of our objectives. The key elements of our execution roadmap are: Global benchmarking Taking forward our philosophy of Vasudhaiva Kutumbakam, we are targeting international markets, with one core objective: that of gaining attention. We Creating an entertainment believe that all our actions and processes platform based on mobility: must be based on best practices. Towards In order to gear up for the rising trend of this end, we are creating an internal accessing content on the go, we are all set cell to regularly monitor our operational to create an entertainment platform that is environment worldwide and identify based on mobility. practices to emerge as a world-class entertainment company.

14 is about focusing The ideas factory: For every idea to be evaluated and explored thoroughly we are setting up an incubation cell that will function in the Creating a portfolio of manner of an ideas factory. This incubation global properties centre will be based on furthering a culture Aiming to be amongst the world’s leading of innovation and creativity, responsible for content companies, we’re consistently generating new concepts in a structured working towards creating a portfolio of manner leading to problem solving. We global content properties, leading to a believe that the most ground breaking direct connect with the global audiences. innovations can come from the simplest of notions, and thus every thought needs to be nurtured. Focused on global consumption leadership: Creating a talent pipeline We are closely monitoring the consumption of leadership patterns worldwide and strategising our Our people are the most vital aspect of our offerings to suit the needs and preferences strategy. We are identifying and grooming of our viewers in domestic and international future leaders to ensure a high-performing markets, to multiply our consumption levels. culture. Annual Report 2014-15 corporate overview global ambitions

Sharpening forecasts: With the aim of enabling decision makers to better strategise upcoming content, our teams establish benchmarks based upon analysis of latest viewership trends. on 15 excellence Managing intellectual capital: Since its inception, ZEE has nurtured and developed its intellectual capital, which is being further treasured and utilised in the right markets to reap higher benefits and to optimally utilise its potential. for definition’ and ‘4K’. We foresee that We foresee definition’ and ‘4K’. these formats will transform the viewing and content experience in the near future, will have to be nimble-footed producers the technology up to address and geared paradigm, in addition to the content quality. between ‘on-air’ and The demarcation ‘online’ is rapidly disappearing, with almost and forward all devices getting backward integrated using the Internet. ZEE is very much in synch with this to offer of change, and is geared process ‘NOW its entertainment content through digital tools and OTT media’ i.e. through platforms, among others. It is also adopting cutting-edge, advance formats like ‘high By the end of 2015, India alone is expected By the end of 2015, of mobile internet.to have 213 Million users to projected are Global mobile connections in 2019 from to almost 9.5 Billion increase the back of a 6.9 Billion in 2014, on around tablets and in mobile phones, rapid growth other devices. of the day that the demand It’s entertainment be available on-the-go and transformation the signs of this tremendous of media of analogue to digital in the realm the globe, as it is in India. is visible all across converging and The physical and virtual are quickly and the only way to stand out or draw attention to an entertainment offering that it can be accessed is to make sure paradigm. a anywhere-anytime from

Projected number of mobile Projected connections in the world in 2019 As global entertainment evolves at a frenetic evolves at a frenetic As global entertainment to content pace, conventional barriers It is fast fading away. consumption are technology driven becoming a seamless, internet digital platforms and world where to entertainment. The ruling the roost are popularity of smart-phones widespread the Internetand phenomenon like of Things audiences wherein have made for a trend confined to their television no longer are sets to view their favourite programme. across multiple platforms. across ZEE is both a facilitator and

a contributor to the anytime, is preparing

of creating content that is relevant of creating ecosystem. We are at the forefront at the forefront are ecosystem. We anywhere, any screen, any content any screen, anywhere, to diverse audiences, and available 9.5 bn

investing in tomorrow in investing

entertainment real timereal creating

16 a world Vision has alreadyVision created aname for itself including TVshows andfeature films.Essel content across genres andformats It creates proprietary anddifferentiated step inthecontent-innovation direction. ourproductionEssel Vision, arm,isa also incubatednewerverticals withinZEE. audience group across allgenres, wehave anaimtoberelevant todiverse end. With creation abilitiesbypreparing teamstothis trend. We havesharpenedourcontent- increasing anytime,anywhere, anyscreen content innovator, contributingtoarapidly producer andaggregator butalsoa Today, ZEEispoisednotjustasacontent Annual Report2014-15 where opportunities and marketsize.ZEEMusic role inthisindustry andbenefitfrom its synergistic, andallowustoplay akey library, networkanddistributionreach are a fewkeyplayers.Ourextensive content music industryinIndiaisdominated by in termsofgenre offerings from ZEE.The our initiativesthatseekstoclosetheloop ZEE MusicCompany, isanotheroneof apart asaqualityentertainmentprovider. increasingly importantrole insettingZEE We willplayan believethatEsselVision and clutter-breaking contentproperties. by producing aseriesofwell-appreciated work 20mn+ users. OTT platformwith Industry leadinginnovation, Ditto TV portfolio. for amore comprehensive IP music businessandallowing Marks ZEE’s forayintothe ZEE MusicCompany is

premium content. our viewersunfettered accesstoour and isconsistentlygrowing. Thisenables users andnearly50,000hours ofcontent, similar platforms.DittoTVhas a 20mn+ the ZEEstable.Ithasinspired manyother another marketleadinginnovationfrom Ditto TV, theOTTplatformfrom ZEEwas numbers. Punjabi moviesand30popularsingle 36 Hindimovies,15Marathi2 Company’s repertoire ofprojects comprise play creating real timeentertainment programmes. programmes. popular moviesand initiative hasproduced imperatives. The and qualitative optimise thecommercial edge contentandto customised, cutting- Aims tocreate Essel Vision corporate overview

17

136 Mn in FY 2014-15, a growth of over five 136 Mn in FY 2014-15, a growth ZEE Cafe ZEE Anmol Sports Ten ZEE Marathi ZEE Telugu ZEE Talkies The Ten Sports Network reaches to 150+ Sports Network reaches The Ten Million homes in over 12 countries. It comprises five dedicated channels in India international channels. and three innovative campaigns including the popular ‘Sin is Created In’ Campaign for Desperate Housewives and an exclusive which India (www.houseofcards.in) website for House of Cards BDA Awards. eight Promax 2.56 lakh hits. Won received ` It was the fastest to last year. times compared all Marathi GECs and the channel across growing in the only movie channel to show positive growth Maharashtra Market (among HMCs). category from ZEE Anmol emerged as a leader in the FTA It led the year. the position of challenger in the previous with 3.2 Million average viewers way on reach per week. ZEE Marathi has attained an indisputable 51% market ZEE Marathi has attained FY 2014-15 and 21% in the Marathi GECs in share TVTs. in Gross increase the highest ever registered ZEE Telugu yearly viewership averages and shares share with 22.4% relative all genres across in FY 2014-15 of contribution the highest ever gross Garnered ttening

is fla

investing in tomorrow in investing

audiences global entertaining

18 the world anywhere, everywhere TV service. Canada. Launched ZEEFamily.TV –thefirstSouth Asian India.com asthe No.2webportalforNRIsinthe US& ZEE channelsgrew distributionbyover7.8%. Consolidated vertical, amongstothers. of ZingJukeboxLive,andtheintroduction ofanevents innovations: thelaunchofSkyAsiaPack,addition Showed markedgrowth through theintroduction ofmany respective genres. ZEE Alwancontinuedtomaintaintheirleadershipin the region increased byfourteenpercent.ZEEAflamand viewership intheMiddleEast.Ourchannels’subscribers ZEE TV’s show‘Parwaaz’causedasurgeinthechannel’s Latin America,JapanandChina.Ourdigital growth, high-potentialmarkets suchas infrastructure torapidlyscale-up inhigh- Towards thisend,weare settingup and catertotheirpreferences. we willbeabletomakethemfeelathome, many townsandcitiesoracross theworld, matter where ourviewersare, inIndiaits our globalaudiences.Thisensures thatno enhancing thelevelofcustomisationfor the user’s choice.Atanotherlevel,weare is availableon-the-goandonamediumof mediums, andmakingwayforcontentthat as pioneersintheunderstandingofdigital globe. To facilitatethis,weare emerging appeals todiverseaudiencesacross the to create entertainmentandcontentthat ZEE. Thishelpsusinnovateacross silos ‘Think borderless’ iswhatinspires usat Annual Report2014-15 America Europe Middle East Territory Overview first syndicatedchannelthatshowcases Zindagi andZEEHiburan.isthe endeavour, wouldbetheintroduction of company. To citeanexampleofonesuch Our aimistobecomeaglobalcontent contemporary, engagingandrelevant. we focusonproviding contentthat’s Africa, SEA,andtheMiddleEast,where marketsareOur keypotentialinternational a milestoneoffivestimesthisnumber. However, byyear2020,weaimtoreach Currently, weentertain959Millionviewers. to succeed. streaming across devices,hasenabledus our abilitytomakecontentavailablefor platforms suchasDittoTV, togetherwith further market intheregion. of Indonesia,thefastestgrowing pay-TV been customisedforthelocalaudience offerings compriseIndiancontentthathas by yourcompanyintheAPAC region. Its launched inIndonesia.Itisthethird launch Hiburan isaGeneralEntertainmentChannel entertainment that’s availabletoall.ZEE boundaries andcreating aworldof garnered popularityinIndia,diminishing Pakistani programmes. Ithasswiftly entertaining globalaudiences corporate overview

19 investing in tomorrow fuelling innovation

ZEE’s ability to remain ahead of the curve In pursuit of our Vision 2020, ZEE continues is demonstrated by its consistent thought to invest in adding more channels and leadership across the Indian entertainment offerings to its portfolio. This helps us paradigm. From being the first private remain the preferred entertainment provider satellite channel in India, to creating a to a large audience across the world bouquet of specialty offerings that went on enhancing our revenue and visibility. The to become industry norms, we have always future will see further empowerment of the followed a philosophy of ‘never settle’. This viewers, and we are investing in making enables us to keep fine-tuning our portfolio ourselves relevant to this trend. and add more channels and platforms.

20 is to keep Annual Report 2014-15 corporate overview fuelling innovation

FY 2014-15 saw us launching five channels

A unique endeavour that is based on the premise that despite diverse nationalities and cultural leanings, human lives and its many stories are essentially similar. The channel showcases content that is hand-picked, written by top-notch writers, and is universal in its appeal. The channel has garnered widespread appreciation across its varied base of audience.

An all new General Entertainment Channel, which is poised to deliver promising results. With interesting content formats like Sabse Shaana Kaun, Begusarai and Razia Sultan, among others, &TV is set to win a million hearts.

new things 21 doing

A 24/7 Bollywood channel dubbed in Thai. The channel is customised and packaged for the local audience. The channel airs popular Bollywood movies, targeting a large pay-TV subscriber base in Thailand.

Launched in Indonesia, this is a General Entertainment Channel that features popular Indian serials that are localised for the mainstream Indonesian audience. The channel has been positioned as ‘Color Your Life’ and is aimed at showcasing human emotions and stories in a way that’s endearing, vibrant and heartfelt.

ZEE World is the first English GEC with Indian content to be launched in Africa. The channel reaches over 6.6 Million households across the continent.

Chairman, Enam Securities Pvt. Ltd. The ZEE brand is now a case study The ZEE brand is now international at leading reputed universities like INSEAD.

Vallabh Bhansali Vallabh ZEE has always been profitable for its investors.ZEE has always been profitable It has always managed to successfully bring in business and despite however innovative it has become, it has never lost sight of its business goals.

Indian Media Brand . ZEE has been ranked as the #1 ZEE has been ranked reputed brand by almost every brand-ranking survey #1

Vasudhaiva Kutumbakam Vasudhaiva the power CEO, Viacom 18

41.94 Billion.

`

is bn 41.94 Raj Nayak

this in-between segment that’s neither elitist nor this in-between segment that’s just plainly for the masses. It is meant to appeal age, class, culture to all audiences, cutting across and other demographic factors, upholding its principle of overarching ZEE, in India, is a household name. It occupies Interbrand, the world’s leading Interbrand, the world’s brand consulting company, brand to be estimates the ZEE worth ` investing in tomorrow in investing

ZEE brand ZEE valuing the valuing

22 Annual Report2014-15 creating brandrecall. hard-hitting andtrendy, andthus goalongwayin its branding.ZEE’s tagline,musicandjingleare thus eye-ballgrabbing,and animportantpartof ZEE’s channelpackingiscontemporaryand Vikram Sakhuja Group CEO, Madison decision. play alargerrole inthecustomer’s viewing helps ZEEbrandsceaselesslystriveto contribution toourenterprisevalue.Italso analysis helpsusunderstandthebrand’s value-creation leversintoaccount. Brand designed totakeallthestakeholdersand valuation methodologyhasbeenspecifically Firm –onboard. Interbrand’s brand Interbrand –TheGlobalBrandConsultancy plan ourfuture goalsbetter, weengaged To evaluateourbrand’s strength andhelp solidity toouroperations. that’s timelessandlendscredence and the year2020,ourvisionistobuildabrand universitieslikeINSEAD.For international us beingacasestudyatleadingreputed entertainment provider hasevenledto last severaldecadesasIndia’s leading list. Oursustainedachievementsoverthe company tofeature inNikkeiInc’s ‘India40’ fact, ZEEistheonlyIndianentertainment BS 1000rankings,tonameafew).In survey (ET500,FortuneIndia500and by almosteveryreputed brand-ranking ZEE hasbeenrankedasthe#1brand spectrum. stickiness andviewerloyaltyacross the in anemergingmarket,ensuring greater amongst thetop100,withfoundations to becomethefirstglobalmediabrand as itstrivestoattainitslong-termvision: relevance, consistencyandunderstanding ZEE espousesattributeslikeauthenticity, best. close thegapinbrandvaluewithglobal value. ZEEwithitsinitiativesisonwayto performance –and,alongwithit,itsbrand in theimprovement inZEE’s financial ethnicities andnationalities.Thisreflects its relevance toviewersacross arangeof It planstoexpanditsmarketfootprintand content consumptiontofourtimesmore. million viewers.Italsoplanstoincrease its more from itscurrent audienceof959 to increase itsglobalreach tofivetimes be worth ISO-certified methodology, isestimatedto The ZEEbrand,asvaluedbyInterbrand’s ` 41.94Billion.ZEEendeavours corporate overview valuing theZEEbrand

23 An accomplished entrepreneur, who founded Bombay Halwa Limited, a Company engaged An accomplished entrepreneur, Indian savouries and aviation catering. in the business of manufacturing Indian confectionery, UK. Member of the House of Lords, Mr. Kumar had one of the most illustrious careers in the Indian Administrative Service, in the Indian had one of the most illustrious careers Kumar Mr. governmentspanning 35 years, heading various key and agencies with stellar integrity transparency. of his work and most notably to the areas He has made many noticeable contributions reducing the drastically Regulations thereby Control made modifications to the Development manipulation in the building industry. associated with ZEE since its inception. One of the Founder Promoters, public relations top-three One of the Founder partners of Hanmer & Partners, one of India’s and agencies; Flora2000, one of the leading global online flower distribution services, Communication Network. Remindo, an Intranet 2.0 Office He also works as a special advisor to the US$ 7 Billion Publicis Group. various leading British Universities. from Holds five honorary degrees Non-Executive Chairman of the Board and Promoter of Essel Group of Companies. of Essel Group and Promoter of the Board Non-Executive Chairman and lead them on the his ability to identify new businesses Consistently demonstrated networks and film industry leading businesses include television path to success. His family entertainment centres systems, theme parks, flexible packaging, entertainment, cable and infrastructure. the 2011 International Chandra has been awarded Dr. to the industry, For his contributions He night in New York. the 39th International at Emmy Awards Award Emmy Directorate recognising excellence in Award receive a Directorate became the first Indian ever to the Honorary Doctorate outside the United States. He also received television programming the University of East London (UEL). of Business Administration from IIM-A, and management certificates from Holds an M.Sc in Physics and several diplomas Business School, IDS Sussex, IMF amongst other Ivy League IIM-B, IIM-C, Harvard institutions.

Lord Gulam K. Noon Lord Ashok Kurien Subodh Kumar Dr. Subhash Chandra Subhash Dr. Independent Director Non Executive Director Executive Vice-Chairman Non-Executive Chairman investing in tomorrow in investing

directors board of board

24 Managing Director &CEO Independent Director Independent Director Independent Director Annual Report2014-15 Prof. SunilSharma Punit Goenka Manish Chokhani Prof. (Mrs.)NeharikaVohra areas ofmedia,entertainment,gaming,packagingandtelecommunications. He startedhiscareer withtheEsselGroup, whichhasdiversifiedbusinessinterest inthe MIT EnterpriseForum,Inc.,Boston,USA and aprogramme on‘BirthingofGiants’hostedbyYoung Entrepreneurs’ Organisationand Management Educationprogrammes likeYoung Managersprogramme atINSEAD,France A graduatefrom BombayUniversity, Mr. Goenkaalsoparticipatedinvariousintensive AlumniBoardon theInternational andscholarshippanelsofLondonBusiness School. Capital MarketsCommittee.Hehasbeenavisitingfacultymember atIIM-Kolkatahasserved the AllIndiaManagementAssociation,andhasservedthree termsasCo-Chairmanofthe Mr. ManishChokhaniisanactivememberoftheYoung Presidents Organization,aFellowof and LaxmiOrganicasanIndependentDirector. Growth IndiaasitsChairman andisontheboard ofWestlife Development,ShoppersStop he heldthepositionofMD&CEOuntilNovember2013.HeisalsoassociatedwithTPG Enam’s $400Millionmergerin2011withAxisBanktocreate AxisCapitalLtd.(ACL)wherein respected investorsandfinancial experts.HewasMD&CEOofEnamSecuritiesandled A Chartered AccountantandMBA from LondonBusinessSchool,andoneofIndia’s most Roundtable andthe‘Woman Achievers Award’ byFICCILadiesorganisation. Award’ LuminaryAward’ Union ofPsychologists,the‘Learning bytheInternational byOD including the‘BestTeacher Award’ bytheUniversity ofManitoba,the‘Young Psychologist She hasbeentherecipient ofvarious awards andrecognition inherprofessional field University ofManitoba,Canada. and apost-graduateinpsychology, shealsoholdsaPh.Dinsocialpsychologyfrom the Management, Ahmedabad,holdstwopost-graduatedegrees. Afirstrankeringraduation Prof. NeharikaVohra, Professor ofOrganisationalBehaviourattheIndianInstitute develop abusinessmodelfortheCompetitionCommissionofIndia. mission, review theorganizationalset-upandsuggestaneworganizationstructure, and and innovation.Hismostrecent consultingassignmentwastoformulatethevisionand management, andorganizationalcapabilities.Heteachescoursesonstrategy, consulting, Prof. Sharma’s specializationisinstrategyformulationunderuncertainty, innovation Technical University. Management, Ahmedabad,andaBachelorsdegree inMechanicalEngineeringfrom UP Prof. afellowship(Ph.D)inBusinessPolicyfrom Sharmahasearned theIndianInstituteof corporate overview board ofdirectors

25 investing in tomorrow senior management

At ZEE, we have a high-quality management team, that continuously addresses challenges and believes in themselves to take the Company to the next level.

Punit Goenka Managing Director & CEO 26

Anil Lale Ashish Sehgal Debashish Ghosh Legal Advertisement Revenue Digital

Harish Goyal M Lakshminarayanan Mihir Modi International Business - Africa Secretarial Finance & Strategy

Monojit Indra Mukund Cairae Neeraj Dhingra Commercial International Business – Middle East International Business – UK Strategy & Planning - International Business Strategy &Planning-International Network Operations Corporate Brand Annual Report2014-15 Rajeev Kheror Sunil Buch Roland Landers International Advt.Sales& Syndication International Human Resources International Business–USA International Sunita Uchil Rajendra Mehta Sameer Targe International Business–APACInternational Sports &Affiliate Revenue Regional Business Sushruta Samanta Rajesh Sethi Sharada Sunder corporate overview senior management

27 English Entertainment Zee World over 6.6 Million reaches ZEE World in the 44 countries households across is fully dubbed and continent. The channel customised for African audiences. It is the be first English GEC with Indian content to in the continent. The content introduced shows comprises television series, reality and Bollywood movies, among others. Promax Awards this year. this year. Awards Promax ZEE Studio new philosophy ‘See it All’, The channel’s in viewership to the tune a growth triggered in the eight metros of about 66% across world. During FY14-15, the channel aired Blockbuster American of many premieres movies like Madagascar 3 and Kung Fu Panda 2, among others. ZEE Café The channel showcases a wide selection the US: ‘The Big Bang of top shows from Anatomy’, ‘Scandal’, ‘Two Theory’, ‘Grey’s among and a Half Men’, ‘House of Cards’, others. The channel also undertook many new innovative digital and on-ground campaigns, in addition to winning three

about

also Movie Channels ZEE Cinema The channel continued to have a leading throughout in the Hindi movie genre share This was achieved through the year. of popular movies like the premiers Hero Main Tera Entertainment, Holiday, Another glittering and Happy New Year. achievement by the channel was the at the PromaxBDA winning of 11 awards Global. &Pictures HD &Pictures marks its first anniversary &pictures celebrations by gratifying the viewers with HD’. The channel the launch of ‘&pictures has programming with its differentiated had a successful launch, Within six months of its launch the channel with 1763 GVT ahead of 21 channels in a 33 is already channel HD Universe/ bouquet. ZEE Nung Bollywood channel that ZEE Nung is a 24/7 content for the Thai showcases customised airs Blockbuster audience. The channel movies dubbed in Thai for the large, Pay-TV base in the country. growing ZEE Hiburan ZEE Hiburan is a General Entertainment popular Indian serials channel that features Indonesian localised for the mainstream market - one of the fastest growing Pay-TV markets in the region. is

New Channel Launches New Channel Hindi Channels investing in tomorrow in investing others. ZEE Anmol ZEE Anmol emerged as the leader in the category in FY14-15. It introduced FTA in the last financial many new programs year: ‘Aur Pyaar ho Gaya’, ‘Doli Armano Ki’, ‘Sapne Suhane Ladapan Ke’, among average weekly share of 18.6%. During average weekly share FY14-15, the channel launched successful, – genres slot-leading shows in different Kumkum Bhagya, Jamai Raja and Jodha amongst others. Akbar, ZEE Tv ZEE TV holds the second spot in the Hindi an GEC space. The channel garnered the channel’s flagship show, ‘India flagship show, the channel’s Poochega… Sabse Shaana Kaun?’ hosted by Shah Rukh Khan, helped the channel TVTs. high register positive reviews by leading publications positive reviews nation. the across &TV &TV emerged as the only general entertainment channel to open at 90612 line-up of shows, including A strong GVTs. Zindagi Channel”. No. 1 Premium Zindagi is “India’s by Year’ as the ‘Channel of the Declared extremely received Zindagi India Today;

highlights operational

28 performing National Science festival. for theIndianTelevision Awards andthe channel’s showshavewon nominations Train Season2’,and‘Teenovation 2’.The like ‘Jack’,‘RoliePolieOlie’,‘Dinosaur The channellaunchedmanypopular shows ZEE Q category atthe11thMirchi KaanAwards. win goldintheMediaandEntertainment by 21%.Thechannelistheonlybrandto transcends itsclosestcompetitor’s reach The channelisaleaderinitssegment.It ZEE KhanaKhazana Fiction space.Itlaunchedmanypopular, ZEE KannadarankedatNo.2intheNon ZEE Kannada the PratidinTelly Samman. and 21inthenon-technicalcategoriesat won nineawards inthetechnicalcategories Consumer ConnectAwards 2014.Italso ZEE BanglawonaGoldAward inthe ZEE Bangla Annual Report2014-15 Niche &SpecialInterest Regional Channels consistently today between March 2014 andMarch 2015. an astoundingviewership growth of45% Promax Awards thisyearandshowed its competitors.Thechannelwon four and helpedthechannelsurge ahead of garnered alargenumberofviewers Tune KyaKiya’inFY14-15.Theshow Zing launchedthepopularshow ‘Pyaar Zing of movieswithrecord-breaking turnovers. facilitated bytherelease ofalargenumber Business Awards’. Thisendeavourwas projects, withthe‘ZETCBollywood commercially successfulBollywood The channelcontinuedtorecognise ZEE etc the No.1cookeryshowacross allchannels. channel’s cookeryshow, ‘Varehva’ became new TVprogram, intherecent past.The show withthehighestviewershipfora achieved themilestoneofbecoming the positionofslot-leaders.‘RamSeeta’ Many ofZEETelugu’s showsgarnered ZEE Telugu Super Guru’. popular showinthenon-fictiongenre, ‘Life among others.Thechannelalsolauncheda ‘Weekend withRamesh’,‘MaharshiVani’, slot leadingshows:‘OggaraneDabbi’, Music among others. championships: WWF, LPGA Tour, WWE, prominent sportseventsand international It alsoholdstransmissionrights of providing thebestofcricketaction. rights ofmanymajorcricketboards, The Ten Sports Networkownsbroadcast Ten Sports GEC foraperiodofabout49weeks. Talkies wasthewidestreaching Marathi that reached over10.5Mnviewers.ZEE four years,andthepremiere of’LaiBhaari’ Kon’ -thehighestratedfilmeventinlast was theairingof‘MaharashtrachaFavourite Among ZEETalkies’ highlightsintheyear, ZEE Talkies and thelaunchof13newprogrammes. shows likeSolvathellamUnmaiandCID, significant marketshare withtop-rated among allTamil GECs.Thechannelenjoyed ZEE Tamil remained intheNo.3position ZEE Tamil access contentoftheirchoiceon-the-go. makes useofthistrend toenableusers penetration. DittoTVisaninnovationthat facilitated bygrowing smartphone to reach 213MillionbyJunethisyear, usersinIndiaareMobile internet expected Ditto TV Sports Digital corporate overview operational highlights

29 investing in tomorrow operational canvas

Hindi GEC

30 is having a

Regional Language Entertainment

English Entertainment, Movies & Lifestyle Annual Report 2014-15 corporate overview operational canvas

International

Movie Channels Music

vast portfolio 31

HD

Religious & Niche & Special Offerings Digital Offerings Alternative Lifestyle

Sports

Series, a property targeted towards CXOs targeted towards Series, a property aimed and ZEE MindSpace, a property at CMOs. Over the last two decades and more, Over the last two decades and more, corporate brand ZEE has been extremely successful in establishing its mark across its predictable the globe, mainly through performance, pioneering vision and prudent strategies. In an endeavour to continue this of moving closer to the knowledge trend to top space by facilitating exposure around business and strategic minds from its Brand the world, ZEE has created - ZEE Leadership Intellectual Properties extremely popular and are ocassions for popular and are extremely our industry and its key players to come together. ZEE has demonstrated its credibility and its credibility ZEE has demonstrated two than more thought leadership over a global brand. We decades and is now for our ability to connect recognised are engaging, create with all stakeholders, disseminating it with enriching content and and innovation. contemporary technology a vast our viewers, we have Apart from in advertising to address stakeholder group agencies, media buying companies and in marketing and technology professionals the corporate sector. a meeting point for ideas and create To of thoughts, ZEE has pollination cross platforms consistently invested in creating flow of ideas and bring that allow for a free their diverse fields to share in experts from events that have become views. These are

creating

platforms is

investing in tomorrow in investing

platforms ZEE knowledge ZEE

32 platforms for knowledge Winklevoss. Winklevoss. andTylerclassmates Cameron Winklevoss to Facebook)with Harvard University founded Harvard Connection(Predecessor classmate AalapMahadevia.He alsoco- founder ofSumZero alongwithHarvard businessman. HeistheCEOand co- Divya Narendra isanAmerican Harvard Connection). Divya Narendra (CEO&Co-FounderofSunZero & Obama’s CouncilofEconomicAdvisers[CEA])and (Economist &FormerChairmanofPresident together twoexceptionalspeakers–AlanKrueger The ZEELeadershipSeries,2014,brought Annual Report2014-15 Divya Narendra towards CXOs. IP targeted Series isabrand ZEE Leadership the worldaccording toIDEAS/REPEC. Economic AdvisersinNovember 2011.Heisamongthe50highestrankedeconomistsin the Treasury foreconomicpolicyandthenmadeChairmanoftheWhite HouseCouncilof Research. NominatedbyPresident ObamatobetheUnitedStatesAssistantSecretary of Affairs atPrincetonUniversityandaResearch AssociateattheNationalBureau ofEconomic Alan KruegerisanAmericaneconomist, aBendheimProfessor ofEconomics andPublic Alan Krueger sharing corporate overview ZEE knowledgeplatforms

33

insights on value creation and John, insights on value creation being a founder of Room to Read, his valuable perspectives on shared of social responsibility, the approach which the corporates should adopt in world. today’s professionals in India. This financial professionals ZEE MindSpace presented year, Martin Roll, Business and Brand Founder, Strategists and John Wood, Room to Read. Martin, a world his thought leader shared renowned Mindspace targeted ZEE MindSpace is a brand IP, set a renowned CMOs, where towards their perspectives of speakers share audience of a power-packed in front comprising leading marketing ZEE investing in tomorrow in investing

platforms ZEE knowledge ZEE

34 Annual Report2014-15 platforms Global Festival Literature Jaipur The ZEE Chandra, andmanyothers. Shah, PrasoonJoshi,Dr. Subhash Javed Akhtar, John Elliot,Naseeruddin Dr. APJAbdul Kalam,PrasoonJoshi, year, someof thespeakersincluded literature, artandculture. Thisfinancial minds intheworldfrom theworld of Jaipur LitFesthostssomeofthefinest knowledge andopinionevent,theZEE cultural calendar. Auniquelycurated the mostsoughtaftereventinIndia’s brand associationforus,asitisoneof The ZEEJaipurLitFestisanimportant Forum, at the Mr. PunitGoenkadelivering a Keynote Wharton India Economic Philadelphia corporate overview ZEE knowledgeplatforms

35 International Writers Award 2014 Award International Writers on ‘BW Real 500’Featured This year, the ‘BW Real 500’ has ranked This year, Zee Entertainment Enterprises Limited (ZEE) No. to last year’s at No. 177 as compared 180, making it the top media company on the list. Dr. Subhash Chandra, Chairman, Essel Dr. & ZEEL was bestowed with the Group Award International Writers prestigious played by him in 2014 for the pivotal role of television news, the standards improving his commitment to bringing about change and his unwavering pursuit of innovative for gathering and disseminating approaches news. Most Valuable Companies’ list Most Valuable WTC Award of Honour 2014 WTC Award ‘500 in Business Today’s Featured Zee Entertainment Enterprises Limited achieved the 67th rank in Business Today’s Companies in India. 500 Most Valuable Dr. Subhash Chandra, Chairman, Essel Dr. with the & ZEEL was presented Group 2014’ by the World of Honour ‘WTC Award Mumbai, on the occasion of Centre, Trade Association Day. Centre’s Trade the World

studies. leadership. Together with this we with leadership. Together as a leading recognition garnered to manymedia brand according awarded at multiple forumsawarded its content,internationally for corporateleadership, innovation, thoughtexcellence and creating thought leadership and thought creating for it. being recognised and been honoured ZEE has Investing in tomorrow is about in tomorrow Investing Featured in ISB’s ‘20 most ‘20 in ISB’s Featured internationalised Indian Companies’ list (ZEEL) is the only media and entertainment company on the second edition of the list of ‘The 20 most InternationalisedIndian by the Indian School Companies’ prepared of Business (ISB). Zee Entertainment Enterprises Limited investing in tomorrow in investing

accolades awards &awards

36 Person oftheYear in2014. was awarded theprestigious IMPACT Entertainment EnterprisesLimited(ZEEL) Mr. PunitGoenka,MD&CEO,Zee Annual Report2014-15 Digital Studio’s ‘DSHot100’List2014. features inthe‘Broadcasters’ sectionof Entertainment EnterprisesLimited(ZEEL), Mr. PunitGoenka, MD&CEO,Zee IMPACT PersonoftheYear 2014 ‘Hot 100,2014’list Featured inDigitalStudio’s held attheTaj Mahal Palace,Mumbai. Thursday, March 12ataglitteringfunction Award’ byCEOIndiaMagazine on awarded theprestigious ‘Young CEO Entertainment EnterprisesLimited,was Punit Goenka,MD&CEO,Zee Awards 2015. sector attheDun&Bradstreet Corporate company intheMedia&Entertainment ZEE wasrecognised asthetopIndian Young CEOAward Corporate Awards at theDun&Bradstreet Top IndianMediacompany

corporate overview awards &accolades

37 investing in tomorrow ZEE & social media

ZEE is one of the most visible media brands from emerging markets. We engage with millions of viewers at any given point in time, and thus it is essential that we connect with them across all social media platforms, to get feedback, disseminate information, and create conversations. We have 38

extended this culture of connect to our corporate is reading brand too, where we are using the reach of social media to connect with our stakeholders. We have established a strong presence on Twitter, Facebook and LinkedIn. As per the latest report of Fortune India 500, @ZEECorporate is the leading corporate media brand on Twitter. Many of our social media initiatives have since been adopted by our competition, thus validating their success. Annual Report 2014-15 corporate overview ZEE & social media

ZEE has always been enterprising and Our social media channels also covered the dynamic in its digital outreach activities that various key activities carried out under the mirror its on-ground initiatives. The year that leadership of our Chairman, Dr. Subhash went by, saw many ventures to strengthen Chandra and our MD & CEO, Mr. Punit and propel Brand ZEE to newer heights on Goenka. social media. We also undertook real time coverage of ZEE’s primary presence on social key events like ZEE Mindspace, a brand IP media includes Facebook, Twitter targeted towards CMOs; the ZEE Leadership and LinkedIn with relevant Series and the ZEE Jaipur Lit Festival content on Brand ZEE being published on a daily and Another highlight of our social media activities regular basis. FY 2014-15 was the promotion of the Corporate Brand’s saw an exponential rise in unique digitally powered crowd-sourcing the size of ZEE’s ‘family’ i.e. campaign - ‘The Write Break’. As part of its fan base across the three this, we invited fans and viewers for a golden platforms. chance to submit their stories to get them featured on the silver screen One of our key engagement activities on social media As we end one year and begin with another, during the year was the we aspire to propel the ZEE Brand further celebration of our 22nd ahead with great fervour and enthusiasm. anniversary that saw the hashtag, We intend to achieve this through initiatives #HappyBirthdayZEE garnering we carry out to bring our social global family immense popularity. closer. trends well 39 ZEE’s Twitter Follower Family ZEE’s Facebook Fan-Base

1,23,000 1,85,000 /ZEECorporate Twitter interaction between Dr. Subhash Chandra and #HappyBirthdayZEE celebrating ZEE’s 22nd Anniversary Prime Minister Narendra Modi

Tweet Tweet investing in tomorrow business responsibility

ZEE is conscious of the need to pursue We are also conscious of our responsibility growth and vision with responsibility. towards climate change safeguarding the We recognise that we will be successful world from the effects of rapid climate tomorrow, only if we think of the world as it change. ZEE ensures that its operations will be the day after. And the day after that. are monitoring and reducing their carbon In essence, therefore, building a sustainable footprint on an ongoing basis, and we enterprise that helps create awareness, and further support initiatives across our fosters action towards a better world, is channels and on-ground activities, to central to our strategy. encourage the creation of a greener and safer world. We deploy the best corporate management principles and ethics, towards securing sustainable profit generation and an above- average return on our investments. Besides financial returns, ZEE is also committed to driving positive value-creation for all our stakeholders, principally communities and students. We believe we have a role to play in improving lives, not just through our entertainment but also by living our responsibility as a caring corporate. is caring

Umeed-E- Kashmir Rekindling hope complicated matters. of effective drainage inthevalleyfurther excruciating winter, aswellthe lack houses broken. Theremote locations, the and establishmentssubmerged andmany homes andmovetosaferareas, shops lives lost,peoplehavingtoleave their The devastationwaswidespread, with the state,includingcapitalSrinagar. These floodsimpactedmany regions of Paradise. the stateofJammuandKashmir, India’s In late2014,severe floodscrippledlifein amongst students.Asaresult ofthiseffort, have helpedenhancereading habits management. Thesetrainedindividuals teachers and20schoolheadsinlibrary set uplibrariesaswelltrainedabout40 disadvantaged. We have,inthe last year, important determinantofprogress forthe We believethateducationisthe ZEE &Education number socialinitiatives. touch, choosingtostayconnectedwitha responsibility towards thosewhoseliveswe with thisveryend,thatwefeelasenseof a difference tothelivesofmany. Anditis entertainment conglomeratethatmakes society. Ourmissionistobeaworld-class to helpbuildanequitableandaware across allitschannels.Thisenablesus responsible contentandsocialinitiatives ZEE partnerssocietyinmanywaysthrough Annual Report2014-15 for Social Responsibility our children. helpingbetterthelivesofover2,400 turn Uttarakhand bysettinguplibrariesandin levels across thestatesof Rajasthan and their community. ZEE willenhanceliteracy knowledgebutalsocontributeto garner should pursuequalityeducationtonotonly envisions asocietyinwhichallchildren global organisation’.‘RoomtoRead’ ZEE partnered with‘RoomtoRead’,a free, andour sponsorscontributedtowards to thiscause.ZEE aired itschannelsfor encourage citizens ofIndiatocontribute 16, 2014across 39channelsofZEEto A charityconcertwastelecast onOctober flood-stricken areas ofJammu&Kashmir. Plus’ toraisefundsandawareness forthe Ummeed-E-Kashmir’ powered by‘Clinic campaign, ‘GioneePresents HumHain Producers Guild,launchedafund-raiser (EEMA) andtheFilmTelevision Entertainment ManagementAssociation ZEE, inpartnershipwiththeEventand Room toRead&ZEE officials.and government were recommended byparents, teachers, total, wedelivered over13,000booksthat had children accessingover3,950books.In acted asrepositories ofstudymaterialand on anaverageineachlibrary. Theselibraries students andcomprisingover650books five hoursaweek,cateringtoover2,400 libraries were accessedforaboutfourto world of India. with ourphilanthropy partner, UnitedWay we constructed108sheltersin partnership thefunds collected, donations made.With We raisedover being availablethroughout theshow. with live-updatesofthedonationfigures found immensesupportinsocialmedia, key NGOstopledgesupport.Theconcert ` 7crores through the corporate overview business responsibility

41 professionals, we initiated campus connect professionals, our These not just reinforced programmes. place to employer branding as a preferred graduates work, but also enabled us to hire the management schools across from country. ZEE also leveraged the power of social networks in its talent and professional of external At talent with new skill sets. the same time, our existing employees more encouraged to take up newer, were to hone their in order challenging roles, execution and leadership abilities. the best available that we hire ensure To the emerging pool of talent from

getting future. Growing and nurturing talent has a and Growing future. role in our Vision 2020, and in significant 14-15, we took significant steps to further bolster our human capital. internal talent to take up groomed We important positions, and also laterally industries. Our other people from hired launches saw the infusion new product For ZEE our objectives and ideas for if our people will only be realised tomorrow the challenge and have up for geared are been invested with the right skills and the that our people are realise vision. We most valuable asset we have, and they will lead the path in our journey to the is Nationalities 14 Hires for New Businesses for Hires 123 Number of training Man-days

investing in tomorrow in investing

1783

Man-days for Building Capability for Future 280

talent investing ininvesting

42 Annual Report 2014-15 corporate overview investing in talent

our people 43 ready

Best Media Company to work for Great Places To Work Survey FY 2014-15 acquisition process, given their growing importance and popularity. We ensured ZEE improved its overall score at of induction and on-boarding that the hiring managers from our end were the Great Place to Work Survey in activities, leading to a seamless trained in the best possible techniques, that FY 2014-15. We were ranked the integration of new joinees into the included ‘talent based interviewing’. This highest amongst media companies organization, contributed to the further improved the quality of talent we with an increasing score across most improved score. These practices also sourced. parameters. Not just this, ZEE’s The enabled the new inductees to have Trust Index© also improved. This enhanced role-clarity, and linking Apart from ensuring that we inculcated score reflects the percentage of KRAs to commitments. Together top-tier talent into ZEE, succeeding employees who shared a positive with this, there was an increased planning exercises were also initiated across response (rated 4 or 5 on a 5 point emphasis on learning and providing functions. This would pave the way for scale). An increase in the overall our people with growth opportunities a smoother transition of people to other scores only indicates our consistent within the organisation. Our practices roles, and ensure continuity by identifying focus on being a preferred employer. during the year ensured a quicker and replacements and training them. A better talent mapping during the better understanding of employee recruitment process, strengthening issues and their quick resolution. Corporate ZEE / Registered Office Registered Auditors Company Secretary Bankers Deutsche Bank Kotak Mahindra Bank Bank Chartered Standard Bank Ltd. Yes Continental Building, Annie Besant Road, Worli, 135, Dr. Mumbai - 400 018. Maharashtra, India. www.zeetelevision.com M/S MGB & CO. LLP M LAKSHMINARAYANAN BNP Paribas Senior Management SUNITA UCHIL SUNITA International Advt. Sales and Syndication SAMANTA SUSHRUTA International Business – APAC Secretarial MIHIR MODI Finance & Strategy MONOJIT INDRA Commercial MUKUND CAIRAE International Business – Middle East NEERAJ DHINGRA International Business - UK RAJEEV KHEROR Strategy & Planning - International Business RAJENDRA MEHTA Human Resources RAJESH SETHI Sports & Affiliate Revenue ROLAND LANDERS Corporate Brand SAMEER TARGE International Business – USA SHARADA SUNDER Regional Business SUNIL BUCH Network Operations PUNIT GOENKA CEO Managing Director & ANIL LALE Legal ASHISH SEHGAL Advertisement Revenue DEBASHISH GHOSH Digital HARISH GOYAL International Business - Africa M LAKSHMINARAYANAN

Board of Directors Board investing in tomorrow in investing MANISH CHOKHANI Independent Director PUNIT GOENKA Managing Director & CEO Independent Director SUNIL SHARMA PROF. Independent Director (MRS.) NEHARIKA VOHRA PROF. Independent Director SUBODH KUMAR Executive Vice Chairman ASHOK KURIEN Non – Executive Director LORD GULAM K. NOON DR. SUBHASH CHANDRA Non – Executive Chairman

information corporate

44 statutory reports

statutory reports 46 Notice 56 Directors’ Report 64 Annexures to Directors’ Report 82 Secretarial Audit Report 84 Report on Corporate Governance 104 Management Discussion and Analysis 118 Business Responsibility Report 126 Certification on Financial Statements 2.25/- per Equity share for the financial year ended March 31, for the financial year ended March 2.25/- per Equity share `

is hereby given that the Thirty Third Annual General Meeting of the Equity Shareholders General Meeting of the Equity Shareholders Annual Third given that the Thirty is hereby

Resolved further that the Board be and is hereby authorised to do all acts, deeds and be and is hereby Resolved further that the Board consider and if thought fit, to pass with or without modification(s), the following To to such “Resolved that pursuant to Section 197 of the Companies Act, 2013 and subject To re-appoint M/s MGB & Co. LLP, Chartered Accountants, Mumbai, having Firm Chartered M/s MGB & Co. LLP, re-appoint To the following consider and if thought fit, to pass with or without modification(s), To with Schedule V and other applicable “Resolved that pursuant to Section 196 read To receive, consider and adopt the audited Financial Statements of the Company - on a the Company of Financial Statements audited adopt the and consider receive, To the Company for the financial of Shares confirm the Dividend paid on the Preference To Dividend of declare To by rotation, Kurien (DIN 00034035), who retires in place of Mr Ashok appoint a Director To things as may be necessary, proper or expedient to give effect to this resolution.” or expedient to give effect proper things as may be necessary, as a Special Resolution. resolution of the Company be paid, the Non-Executive Directors as may be necessary, approvals from the financial year ended annually for a period of five (5) financial years commencing of of the net profits 31, 2016, commission of an amount not exceeding one percent March to in Section 198 of the Companies Act, the Company computed in the manner referred and being eligible, offers himself for reappointment. and being eligible, offers hold the Company to of Auditors Statutory the 101169W/W-100035, as No. Registration conclusion of the next Annual the conclusion of this meeting until the from such office of the of Directors to be determined by the Board General Meeting at remuneration Company. Resolution. as an Ordinary resolution its approval accords of Companies Act, 2013, the Company hereby if any, provisions, & CEO of the Company for of Mr Punit Goenka as Managing Director for reappointment and conditions 1, 2015, on the terms January from effect with (five) years a period of 5 as set out in the Explanatory statement annexed to the Notice including remuneration (hereinafter of Directors convening this Annual General Meeting, with liberty to the Board any committee of the which term shall be deemed to include as “the Board” referred to alter and by this resolution) its powers, including powers conferred to exercise Board subject to vary terms and conditions of the said appointment including remuneration, benefits including perquisites/ of the remuneration, the condition that the aggregate within be Goenka shall Punit Mr to applicable, payable as funds retiral to contribution any including thereunder rules and 2013 , Act Companies the under prescribed limits the time to time. from amendment thereto standalone and consolidated basis, for the financial year ended March 31, 2015 including March basis, for the financial year ended standalone and consolidated & Loss for the financial 31, 2015, the Statement of Profit the Balance Sheet as at March thereon. of the Auditors and Directors year ended on that date, and the Reports 31, 2015. year/period ended March 2015.

7. 5. SPECIAL BUSINESS 6. Notice Dr. Auditorium’, Nehru Centre, Enterprises Limited will be held at ‘Nehru of Zee Entertainment 2015, at the 15th day of July 400 018 on Wednesday, Mumbai Worli, Annie Besant Road, the following business: 11.00 a.m., to transact BUSINESS ORDINARY 1. 2. 3. 4. investing in tomorrow in investing notice

46 Annual Report2014-15 9 8 resolution asanOrdinary Resolution. rotation fortheperiodupto March 31,2018.” is hereby appointedasanIndependentDirector oftheCompany notliabletoretire by under Section160oftheActproposing his candidature fortheoffice ofDirector, beand and inrespect ofwhomtheCompanyhasreceived anoticeinwritingfrom amember up tothedateofthisAnnualGeneralMeetingintermsSection161(1)Act Company bytheBoard ofDirectors witheffect from April1,2015andwhoholdsoffice Manish Chokhani (DIN 00204011) who was appointed as an Additional Director of the Act 2013 (‘Act’) and the rules made thereunder read with Schedule IV ofthe Act, Mr resolution asanOrdinary Resolution. from timetodetermine.” in such manner and subject to such ceiling as theBoard of Directors ofthe Company may of theCompanyoranyCommitteethereof, tobedividedamongsttheDirectors aforesaid 2013, inadditiontothesittingfeesforattendingmeeting(s)ofBoard ofDirectors provided furtherthat: Company) are consolidated into 1 (one) Preference share with face value of shareholder (as on Effective Date to beannounced by the Board ofDirectors ofthe order thatevery10Preference Shares havingfacevalueof the facevalue of thePreference shares oftheCompanyfrom Shareholders oftheCompany beandishereby accorded toconsolidateandreorganize as mayberequired includingapproval ofPreference Shareholders, consentoftheEquity the Company, andsubjecttosuchapproval(s), consent(s),permission(s)andsanction(s) Companies Act, 2013 andrulesmadethereunder, read withArticlesofAssociation of - - Resolved furtherthat: - - “Resolved thatpursuanttoSection61andotherapplicableprovisions, ifanyofthe To considerandifthoughtfit,topasswithorwithoutmodification(s),thefollowing “Resolved thatpursuanttoSection149,152andotherapplicableprovisions ofCompanies To considerandifthoughtfit,topasswithorwithoutmodification(s),thefollowing fractional entitlements ifanybedistributedto such members. in lieuoftheexisting preference shares and theproportionate amountfor thesaleof the beneficiaryaccountbecredited withconsolidated fully paidPreference Shares members inlieuthereof asperapplicableprovisions ofCompaniesAct,2013; share certificates be issued for the fully paid consolidated Preference Shares to such held inphysicalformontheEffective Date,betreated ascancelledandthatfresh ClassAPreferencethe concerned Shareholders. Redeemable Non-ConvertiblePreference Shares (ClassA)beredeemed atparto entitlements; and the preference shareholders whowouldotherwisebeentitledtosuchfractional proceeds ofsalesuchpreference shares totheCompanyfordistributionamong the Company who shall dispose the said Preference shares and handover the net as “theBoard” whichterm shallbedeemedtoincludeanyCommitteethereof) of and allottedtoatrusteebeappointedbytheBoard ofDirectors (hereinafter referred Shares (BonusPreference Shares) resulting from theconsolidationbeaggregated in caseofthePreference Shares heldindematerialized formasonEffective Date, the existingshare certificatesissuedtotheholdersofPreference Shares, whichare The fractional entitlement arising outofconsolidation of 6%Non-Cumulative All fractionalentitlementsof6%CumulativeRedeemableNon-ConvertiblePreference ` 1/- eachheldbyapreference ` 1/-each to statutory reportsstatutory ` 10/- eachin ` 10/- each notice

47 By Order of the Board By Order M Lakshminarayanan Chief Compliance Officer & Company Secretary Chief Compliance Officer The authorised share capital of the Company is Rs.2300,00,00,000 (Rupees is capital of the Company share The authorised Two Thousand Three Hundred Crores only) consisting of 200,00,00,000 (Two of 200,00,00,000 (Two only) consisting Crores Hundred Three Thousand Two and 210,00,00,000 of Re. 1/- (Rupee one) each Equity Shares Crores) Hundred of Rs. 10 each. Shares Preference Crores) Ten Hundred (Two the existing clause V of Memorandum of Association of the Company be and is V of Memorandum of Association of the the existing clause V. hereby substituted by the following Clause: substituted by the following hereby - processed for payment of equity dividend, if declared, to the transferees or their mandates. to the transferees for payment of equity dividend, if declared, processed paid be will Meeting, General Annual ensuing the at Members by approved if Dividend, Equity whose name appear in the Register shareholders on or after July 20, 2015, to all those equity transfers in physical form valid share to all after giving effect of Members of the Company, July 10, 2015 and in the list of beneficial on or before lodged with the Company or its Registrar owners furnished Depository Services by National Securities Depository Limited and/or Central form, as at the end of the business day held in electronic of shares (India) Limited, in respect on July 10, 2015. Place: Mumbai Date: May 21, 2015 Office: Registered Continental Building 135, Dr Annie Besant Road Mumbai 400 018 Worli, CIN: L92132MH1982PLC028767 www.zeetelevision.com Email:[email protected] be the Board to the above resolution, for the purpose of giving effect Resolved further that and / or to facilitate any legal order in steps all necessary to take authorized hereby and is its in may, as it things and matters deeds, acts, all such to do and formalities procedural deem necessary for the said purpose with power to settle any questions, absolute discretion, of consent or approval any further without, regard this arise in that may or doubts difficulties of the Company.” the equity shareholders of the of the Equity Shareholders Books Transfer The Register of Members and Share (both July 15, 2015 July 11, 2015 to Wednesday, Saturday, closed from Company will remain or of the Company Office at the Registered in order received Transfers days inclusive). Share July 10, 2015 will be p.m. on Friday, by 5.30 of the Registrar of the Company, at the office investing in tomorrow in investing notice

48 Annual Report2014-15 7. 6. 5. 4. 3. 2. 1. NOTES: Meeting. Act, 2013,authorisingtheirrepresentative toattendandvoteattheAnnualGeneral duly certifiedcopyoftheBoard Resolution,pursuanttoSection113oftheCompanies annexed hereto. relating totheSpecialBusinessbetransactedatAnnualGeneralMeetingis the Meeting. Registered Office oftheCompanynotlessthan48 hours before thecommencementof person ormember. Theinstrumentappointingproxy should, however, bedepositedatthe person asproxy andinsuchacase,thesaidpersonshallnotactasproxy foranyother more than10%ofthetotalEquityShare Capitalof theCompanymayappointasingle not more than10%ofthetotalEquityShare Capitalof theCompany. AnyMemberholding can actasproxy onbehalfofnotexceedingfiftyMembersandholdingintheaggregate vote onapollhisbehalf.Aproxy neednotbeamemberoftheCompany. Aperson Company’s CorporateWebsite www.zeetelevision.com. Report for2014-15 isbeingsent.TheAnnual Reportmayalsobeaccessed onthe For memberswhohavenotregistered theiremailaddress, physicalcopiesoftheAnnual email IDsare registered withtheCompany/Depository Participant(s)forcommunication. 125 ofCompaniesAct,2013. shall beentitledtogetrefund outofthefundinaccordance withrulesmadeunderSection the CompaniesAct,2013,anypersonwhoseunclaimeddividend istransferred toIEPF, Share Transfer Agent.Membersare advisedthatintermsofprovisions ofSection125 financial years,are requested tolodgetheirclaimswiththeCompany’s Registrarand or ETCNetworksLtd,forthefinancialyearendedMarch 31,2008,oranysubsequent (‘IEPF’)inAugust2015. Central Government unclaimed, willbeduefortransfertotheInvestorEducation andProtection Fundofthe & erstwhileETCNetworksLtd(nowmergedwiththeCompany) whichremains unpaid or office oftheCompanyor at [email protected] General MeetingtotheChiefComplianceOfficer &CompanySecretary atthe registered ended March 31,2015,may sendtheirqueriesatleastsevendaysbefore theAnnual the rulesmadethere underand is independentofthemanagementCompany. is oftheopinionthatMr. ManishChokhanifulfillstheconditionsspecifiedinActand independence asprovided inSection149(6)oftheCompaniesAct,2013andBoard have reviewed thedeclarations madebyhimconfirmingthathemeetsthecriteriaof Annual Report. inthe at theAnnualGeneralMeetingformspartofReportonCorporateGovernance Exchanges onDirectors recommended bytheBoard forappointment/re-appointment Electronic CopyoftheAnnualReportfor2014-15isbeing senttoallthememberswhose Members, whohavenotencashedtheirdividendwarrants,issued bytheCompanyand/ Equity DividendforthefinancialyearendedMarch 31,2008,declared bytheCompany Members whowishtoobtainfurtherinformationontheFinancialStatementsforyear In connectionwithappointmentofMr. ManishChokhani,theBoard ofDirectors Additional information,pursuanttoClause49oftheListingAgreement withStock Corporate Membersare requested tosendtheRegistered Office oftheCompany, a Explanatory StatementpursuanttoSection102(1)oftheCompaniesAct,2013, A member entitled to attend and vote at the meeting may appoint a proxy to attend and statutory reportsstatutory notice

49 The Company shall appoint an Independent Professional as Scrutinizer to conduct remote remote conduct to Scrutinizer as Professional Independent an appoint shall Company The count The Scrutinizer shall, after the conclusion of voting at the general meeting, will first The remote e-voting period for all items of business contained in this Notice shall in this Notice contained of business items all for period e-voting remote The paper shall also be made available at the venue The facility for voting by way of Ballot / Poll e-voting prior to the meeting may also The Members who have cast their vote by remote e-voting prior to the meeting The voting rights of Members either by way of remote on At the AGM the Chairman of the meeting shall after discussions on all the resolutions Members are requested to notify immediately about any change in their address / e-mail / e-mail about any change in their address to notify immediately requested Members are Companies and Companies Act, 2013 the 108 of compliance with Section In e-voting process as well as Ballot/Poll Paper voting process at the Annual General Meeting as well as Ballot/Poll Paper voting process e-voting process manner. in a fair and transparent remote unblock the votes cast through the votes cast at the meeting and thereafter of at least two witnesses not in the employment of the Company e-voting in the presence days of the conclusion of the AGM, a consolidated and shall make, not later than three Limited (NSDL) for all the business as detailed in this notice. Limited (NSDL) for all the business as detailed a.m. and will end on Tuesday, the 11th day of July 2015 at 9.00 Saturday commence from of the During this period equity shareholders the 14th day of July 2015 at 5.00 p.m. either in physical form or in dematerialized form as on the cutoff Company holding shares The E-voting module shall be electronically. date of July 8, 2015, may cast their vote is cast by any on a resolution Once the vote disabled by NSDL for voting thereafter. he/she shall not be allowed to change it subsequently. Member, vote their cast already not have who meeting the attending members and meeting the of their right at the meeting. e-voting shall be able to exercise by remote attend the meeting but shall not be entitled to cast their vote again. to their equity or by way Ballot / Poll paper at the meeting shall be in proportion date Cut-off the on as Company the of capital share equity up paid the in shareholding of July 8, 2015. which voting is to be held, allow voting by use of Ballot / Poll Paper by all those members e-voting remote the availing by votes their cast not have but AGM the at present are who facility. address /dividend mandate / bank details to their Depository Participant (DP) in respect respect Participant (DP) in Depository their to details bank / mandate /dividend address the to of their physical shareholding mode and in respect in Demat of their shareholding Services (India) Pvt. Ltd., Agent, M/s Sharepro Transfer and Share Registrar Company’s Exchange Telephone Sakinaka Floor, Second Complex, Warehousing Samhita 13AB, at and/or at 912, 072 Mumbai-400 (East), Andheri Sakinaka, Road, Kurla Andheri Off Lane, JournalNariman Point, Mumbai-400 021. Shareholders Road, Press Free Raheja Centre, address their email Company in physical form may register of the holding Equity Shares all communications agent of the Company to receive Transfer Share with the Registrar and and Notice of Meeting(s) by email, by sending by the Company including Annual Report communication on [email protected]. appropriate 2014 & clause 35B of the Listing Agreement, (Management and Administration) Rules, their right to vote at members facility to exercise the Company is pleased to provide means. The facility of casting Annual General Meeting (AGM) by electronic the 33rd place a from e-voting) (remote system voting electronic an using member a by votes by National Securities Depository provided other than venue of the AGM will be

14. 15. 10. 11. 12. 13. 8. 9. E-voting investing in tomorrow in investing notice

50 Annual Report2014-15 17. 16.  AGM. Exchanges. Theresolutions, ifapproved, shallbedeemed tobepassedonthedateof of theCompanywww.zeetelevision.com andshallalsobecommunicatedtotheStock forthwith. whoshallcountersignthesameanddeclareor Vice-Chairman, theresult ofthevoting scrutinizer’s report ofthetotalvotes cast in favouroragainst,ifany, totheChairman A. The instructionsandprocess fore-votingare asunder: The results declared alongwiththeScrutiniser’s report shallbeplacedonthewebsite NSDL informingtheUser-ID andPassword : are registered withtheCompany/DepositoryParticipant(s)willreceive anemailfrom (xii) (xi) (x) (ix) (viii) (vii) (vi) (v) (iv) (iii) (ii) (i) Members whoseshareholding isindematerialisedformandwhoseemailaddresses

 remote e-voting.Pleasenote thatthepassword isaninitialpassword. No. as password. The said PDFfile containsyour userID andpassword/PIN for marked [email protected] Scrutinizer through [email protected] withacopy of thedulyauthorizedsignatory(ies) whoare authorized tovote,the Resolution/ Authority letter etc. together with attested specimen signature required tosendscanned copy (PDF/JPGFormat)oftherelevant Board vote. “Confirm” whenprompted. Cycles. other personandtakeutmostcare tokeep yourpassword confidential. new password. Itisstrongly recommended nottoshare yourpassword withany of yourchoicewithminimum8digits/charactersorcombinationthereof. Note Click Login. com. Institutional shareholders (i.e.otherthanindividuals, HUF, NRIetc.)are Once youhavevotedontheresolution, youwillnotbeallowedtomodifyyour Upon confirmation,themessage“Vote castsuccessfully”willbedisplayed. Cast yourvotebyselectingappropriate optionandclickon“Submit”also Now youare ready forremote e-votingasCastVote pageopens. Select “EVEN”of“ZeeEntertainmentEnterprisesLimited”. Home page of remote e-voting opens. Click on remote e-voting: Active Voting Password changemenuappears. Changethepassword/PIN withnewpassword Put userIDandpassword asinitialpassword/PIN notedinstep(i)above. Click onShareholder -Login browserLaunch internet bytypingthefollowingURL:https://www.evoting.nsdl. Open emailandopenPDFfileviz;“ZEELe-voting.pdf”withyourClientIDorFolio statutory reportsstatutory notice

51 Initial password is provided at the bottom of the Attendance Slip for the AGM, as of the Attendance Slip for the AGM, as at the bottom is provided Initial password Sl. No. (ii) to Sl. No. (xii) above, to cast vote. Please follow all steps from below: PASSWORD/PIN Event Number) USER ID EVEN (Remote e-voting Basic Salary: the authority to with 25,84,625/- Rs be shall Goenka Punit Mr of Salary Basic The & Allowances: Perquisites and shall be entitled to perquisites salary payable, Mr Goenka In addition to the basic In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Questions (FAQs) Asked the Frequently In case of any queries, you may refer details of the can also update your mobile number and e-mail id in the user profile You For Members holding shares in dematerialised form whose email IDs are not registered registered not are IDs email whose form dematerialised in shares holding Members For (i) (ii) become member of the of the Company and equity shares Any person, who acquires e-voting then you can NSDL for remote with registered already if you are However, Board of Directors to determine any merit based increase in the Basic Salary within in the Basic to determine any merit based increase of Directors Board the range of Rs 25,00,000/- to Rs 45,00,000/- per month. allowances like: password, you can reset your password by using “Forgot User Details/Password” by using “Forgot User Details/Password” your password you can reset password, NSDL at the following toll free or contact option available on www.evoting.nsdl.com no.: 1800-222-990. e-voting user manual for Members available at downloads Members and remote no.: 1800-222-990. or call on toll free section of www.evoting.nsdl.com communication(s). folio which may be used for sending future with the Company/Depository Participants and Members holding shares in physical shares Participants and Members holding with the Company/Depository of the Notice for a physical copy Members who have requested form as well as those the following instructions may be noted: and Annual Report, date i.e. as of the cut-off holding shares Company after dispatch of the notice and at evoting@ by sending a request password July 8, 2015, may obtain the login ID and nsdl.co.in or [email protected] for casting your vote. If you forgot your use your existing user ID and password a) b) D. E. & CEO shall be for a Managing Director Punit Goenka as the The appointment of Mr. B. C. period of 5 years from 1st January 2015. period of 5 years from (2) Remuneration ACT 2013 UNDER SECTION 102 OF THE COMPANIES STATEMENT EXPLANATORY Item No. 6 approved At the 28th Annual General Meeting held on October 29, 2010, the Members had of the & Chief Executive Officer Punit Goenka as Managing Director of Mr. re-appointment January 1, 2010. from Company for a period of 5 years with effect of the Company at its meeting held on October 17, 2014, had approved of Directors The Board of the & Chief Executive Officer Punit Goenka as Managing Director of Mr. re-appointment January 1, 2015 on the terms as detailed from Company for a period of 5 years with effect herein: (1) Tenure investing in tomorrow in investing notice

52 Annual Report2014-15 any Committee thereof. commission would beinadditiontothesitting feesforattendingtheMeetings oftheBoard or a periodoffive financialyearscommencing from financialyearended March 31,2016.Such Non-Executive Directors bepaidCommissionofupto1% ofNetProfits oftheCompany for attract independentprofessionals toguidetheCompany. Itistherefore proposed that the Non-Executive Directors including Independent Directors should be reasonably adequate to supervision oftheCompany. Itistherefore desirablethatthecompensationpayableto Directors have undergone significant changes demanding greater involvement in the theroles thefocusonCorporate Governance, andresponsibilities ofNon-Executive With Board ofDirectors oftheCompanyoranyCommitteethereof. was inadditiontothesittingfeespayableDirectors forattendingthemeeting ofthe period of5yearscommencingfrom financialyearendedMarch 31,2011.Thesaidcommission payment ofCommissionupto1%theNetProfits totheNon-ExecutiveDirectors fora At the28thAnnualGeneralMeetingheldonOctober29,2010, theMembershadapproved Item No.7 interested inthisresolution. except Mr. PunitGoenkaandhisfatherDr. SubhashChandra,areor inanywayconcerned None oftheDirectors and/or KeyManagerialPersonneloftheCompanyortheirrelatives, Your Board recommends theOrdinary ResolutionasdetailedinItemno.6,foryourapproval. Brief Profile andotherdetails ofMr. Report. PunitGoenkaformspartoftheCorporateGovernance d) c)

of theCompaniesAct,2013. bythelimitsprescribedallowances shallbegoverned underSectionIIofScheduleV services oftheManagingDirector &CEO,thepaymentofsalary, perquisites andother force. the CompaniesAct,2013,read withScheduleVtothesaidActfortimebeingin exceed thelimitsprescribed under Section197andotherapplicableprovisions of In theeventoflossorinadequacyprofits inanyfinancialyearduringthetenure of The aggregate ofsalary, perquisites andallowancesinanyonefinancial yearshallnot Overall Remuneration: v) iv) iii) ii) i) Perquisites shallbeevaluated asperIncomeTax Rules,wherever applicable.In the absenceofanysuchrules,perquisites shallbeevaluatedatactualcost. as laiddownbyorapproved by the Board. the rulesofCompany;and perquisites andallowancesinaccordance withrulesoftheCompany; driven companycar, telecommunicationfacilitiesatresidence andsuchother in a year), club fees, personnel accident & medical insurance, use of chauffeur determined bytheBoard, subjecttoaceilingof25%BasicSalary; subject toamaximumof50%BasicSalaryasperrulestheCompany; Annual performancebonus/incentive,ifany, basedontheperformancecriteria Company’s contributiontoprovident fund,gratuityandleaveencashmentasper Medical reimbursements, Leave Travel Allowance (subject to 10% of basic salary Personnel allowanceofRs3,48,105/-permonthwithsuchincrease asmaybe Company maintainedaccommodationorHouseRentAllowanceinlieuthereof statutory reportsstatutory notice

53 1 each ` 10 each and consequently alter ` 10/- each by consolidating every 10 Preference Shares Shares 10/- each by consolidating every 10 Preference ` 1 each (‘Bonus Preference Shares’) were issued and were Shares’) 1 each (‘Bonus Preference ` 1/-each to ` 1/- each held by a preference shareholder (as on Effective Date to be (as on Effective shareholder 1/- each held by a preference ` of face value of of Share into 1 (one) Preference announced by the Board) Capital Clause of the Memorandum of Association of the Company. consolidation of face value of Bonus arising out of such proposed The fractions, if any, appointed by the Board. shall be consolidated and issued to a Trustee Shares Preference With a view to facilitate future Corporate Action in connection with redemption of Bonus With Corporate Action in connection with redemption a view to facilitate future to consolidate the face value of the time to time, it is proposed from Shares Preference from shares Preference In the opinion of the Board, Mr Manish Chokhani who is proposed to be appointed as an Mr Manish Chokhani who is proposed In the opinion of the Board, 31, 2018 fulfils the of the Company for a period of 3 years up to March Independent Director and Schedule IV of the Companies Act 2013 and is conditions specified under Section 149(6) Independent of the management. part of the Corporate Governance Manish Chokhani forms and other details of Mr. Brief Profile Report. as set out in Item No 8 for your approval. resolution the Ordinary recommends Board Your and/or Key Managerial Personnel of the Company or their relatives, None of the Directors in any way are in this resolution) is proposed Manish Chokhani (whose appointment except Mr. in the resolution. concerned or interested Item No. 9 by Hon’ble Bombay High Court vide In pursuance of the Scheme of Arrangement approved passed on December 20, 2013, 2016,94,23,120 - 6% Cumulative Redeemable Non- order of Shares Convertible Preference of the Company by way of Bonus in the ratio of allotted to the eligible equity shareholders 4, 2014). date (i.e. March held as on Record for 1 Equity Share Shares 21 Bonus Preference at par in 5 redeemable are Shares As per the terms of issuance, these Bonus Preference Additionally, Allotment. of date the of anniversary 4th from commencing each 20% of tranches (Class A) of Shares your Company has also allotted 2,22,73,886 Unlisted Preference by Hon’ble Bombay High Court vide in pursuance of the Scheme of Arrangement approved passed on September 12, 2014. order In accordance with the provisions of Section 197 of the Companies Act, 2013, payment of Section 197 of the Companies Act, 2013, of with the provisions In accordance in addition of the Company, to Non-Executive Directors by way of Commission remuneration of the Members. subject to approval to sitting fees, shall be in Item No. 7 for your approval. as detailed the special resolution recommends Board Your Commission, none of who would be entitled for the Directors, Except for the Non-Executive way in any are relatives Personnel of the Company or their and/or Key Managerial the Directors in this resolution. concernedor interested Item No. 8 and Committee of the Board Remuneration & Nomination the of on recommendation Based of the Company of Directors Board received, the confirmation of independence after reviewing in the category of the Company, Additional Director had appointed Mr Manish Chokhani as an April 1, 2015. Pursuant to Section 161(1) of the from with effect of Independent Directors till the date of this Annual General Manish Chokhani holds office Companies Act 2013, Mr. appointment of a member proposing from notice has been received Meeting. Appropriate received been consent has of the Company and requisite as Director Mr Manish Chokhani of Section 154 of the Companies Act 2013. Manish Chokhani pursuant to provisions Mr. from investing in tomorrow in investing notice

54 Annual Report2014-15 Email:[email protected] www.zeetelevision.com CIN: L92132MH1982PLC028767 Worli, Mumbai400018 135, DrAnnieBesantRoad, Continental Building Registered Office: Date: May21,2015 Place: Mumbai held bysuchDirector and/orKey ManagerialPersonnel. orinterestedin anywayconcerned intheresolution, excepttotheextentofPreference Shares None oftheDirectors and/orKeyManagerialPersonneloftheCompanyortheirrelatives are Members. Your Board recommends theOrdinary resolution assetoutinItemNo9forapproval of Company. organisation ofCapitalshallalsobesubjecttoapproval ofPreference Shareholders ofthe Company shallbesubjecttoapproval ofMembers.Theproposed consolidationandre- As perSection61oftheCompaniesAct,2013,everyalterationtoShare Capitalofthe regard shallberedeemed atpar. A Preference Shares are notlistedonanystockexchange,thefractionalentitlementinthis distributethesametoeligiblepreferencewho shallinturn shareholders. HoweversinceClass Such Trustee shall dispose the said Preference Shares and remit net proceeds totheCompany Chief ComplianceOfficer &Company Secretary M Lakshminarayanan statutory reportsstatutory By Order oftheBoard notice

55 - - 86 15 326 1,845 4,027 7,723 1,921 2,000 (2,822) 32,602 20,852 11,750 15,998 20,899 16,551 30,757 Millions)

` ( 31.03.2014 Year ended ended Year - 47 440 242 (135) 2,273 3,804 8,318 2,161 1,211 36,535 24,413 12,122 16,551 24,781 20,727 34,262 31.03.2015 Year ended Year

Requisite internal financial controls were laid down and that such financial controls are that such financial controls laid down and were internalRequisite controls financial of all with the provisions compliance have been devised to ensure systems Proper The Financial Statements of the Company - comprising of the Balance Sheet as at March Balance Sheet as at March of the Company - comprising of the The Financial Statements applied consistently and the judgments and estimates Accounting policies selected were records has been taken for maintenance of adequate accounting care sufficient and Proper adequate and operating effectively; and adequate and operating effectively; adequate and operating effectively. applicable laws and such systems are 31, 2015 and the Statement of Profit & Loss for the year ended on that date, have been & Loss for the year ended on that date, have been 31, 2015 and the Statement of Profit and that no on a going concern basis following applicable accounting standards prepared the same; have been made from material departures reasonable basis, so and the financial statements have been made on a prudent to related 31, 2015, of the Company as at March of affairs as to give a true and fair view of the state of the Company for the year ended on that date; and, of the profit Company and the assets of the of the Act, to safeguard the provisions with in accordance and detecting fraud and other irregularities; for preventing Dividend Equity Shares Shares Preference on Dividend Tax Equity Shares Shares Preference General Reserve Balance carried forward Revenue from Operations Revenue from Other Income Income Total Expenses Total Tax before Profit (net) for Taxation Provision Tax after Profit forward Balance brought Shares Utilised on issue of Bonus Preference as per transitional provisions Adjustment of Depreciation on the above Tax Deferred Amount available for appropriations Appropriations: Particulars d) e) FINANCIAL HIGHLIGHTS 31, 2015 is summarized for the year ended March The financial performance of your Company below: TO THE MEMBERS Report and the Audited Financial Annual the Thirty Third pleased to present are Directors Your 31, 2015. for the year ended March Statements of the Company RESPONSIBILITY STATEMENT to the Audited Act’), in relation 134 of the Companies Act, 2013 (‘the Pursuant to Section that: confirm 2014-2015, your Directors for the Financial Year Financial Statements a) b) c) investing in tomorrow in investing directors’ report directors’

56 Annual Report2014-15 based oncurrent paid-upcapitaloftheCompanywouldaggregate to closure date. The outflow on account of Equity Dividend and the tax on such dividend distribution, ensuing AnnualGeneralMeeting,shallbepayableontheoutstandingequitycapitalasatbook of Equity Shares DIVIDEND effective duringthefinancialyear2014-15. your Board isof the opinion that the Company’s financial controls internal were adequateand performed bythemanagementand/orrelevant AuditandotherCommitteesoftheBoard, Company, theworkperformedbystatutory, andsecretarial internal auditorsandreviews financialcontrolBased oninternal frameworkandcompliancesystemsestablishedinthe the financialyeartilldateofthis report, whichaffect the financialpositionoftheCompany. There have been no material changes and commitments that have occurred after close of • • • • • markets,withthelaunchof: international During theyear, theCompanyenhanceditsproduct portfoliobothindomesticaswell pace expectedtopickupinthefuture. other side,havecontinuedtogrow inlinewithoverallmediaindustry’s adspendswiththe subscription revenues in the future. Advertisement revenues for the television industry, on the during theyearsignifiedapositivedevelopmentforindustry whichisexpectedtoboost completed, therollout ofdigitization process inPhaseIIIandIVcitiesofthecountry in itsdynamicoperatingenvironment. WhiledigitizationinPhaseIandIIcitieswere television media industry registered a growth of 14% in revenue and continued to progress andimproveddue tostablecentralgovernment macro-economic conditions.TheIndian delivering superiorperformance.DuringFY2015,Indianeconomywitnessedsignsofoptimism Your Company hadasuccessfulFY2015withstrong financial results, reflecting ourfocuson BUSINESS OVERVIEW (including dividenddistributiontax)of Shares fortheperiodfrom dateofallotmenttillclosefinancialyear resulting inoutflow million; and(b)remitted pro-rata dividend@6%perannumonunlistedClassAPreference for FinancialYear 2014-15resulting inoutflow(includingdividenddistributiontax)of had onApril15,2015(a)remitted Preference Dividend@6%ontheBonusPreference Shares Preference Shares cashaccruals. Company tobemetbyinternal Company’s policytopaysustainabledividendlinkedlongtermgrowth objectivesofthe Equity dividendpayoutfortheyearunderreview hasbeenformulatedinaccordance withthe a payoutof31%theprofits oftheCompanyonastand-alonebasis.    ` 1/- each and such Equity Dividend, upon approval by the Members of the Company at the Bahasa language. Hiburan Zee language; and Zee Nung African viewers; World Zee connected andengagedwiththe worldaround them; endeavors to create continuing conversation with anaudience that isinterested instaying &tv channel thatbelievesinconnectingpeopleofdifferent cultures; India from countrieslikePakistanandTurkey. Positionedas‘JodeinDiloKo’,Zindagiisa Zindagi : A Hindi GEC aimed at targeting the contemporary mindset viewers. Thechannel :Apremium HindiGEC,whichairsshowswithcontentsetbeyondtheborders of :Your Directors recommend paymentofEquityDividend :A24/7Bollywoodmoviechannel inThailand,fullydubbedandsubtitledThai :FirstEnglishGECwithdubbed andsubtitledIndiancontentformainstream :AlocalizedGEC inIndonesiawithfullydubbed orsubtitledcontentin :Inaccordance withtheterms ofissuePreference Shares, yourCompany ` 1million. ` 2,601 million, resulting in 2,601million,resulting in ` statutory reportsstatutory 2.25/- per Equity Share 2.25/-perEquityShare directors’ report ` 1,452

57

Zee Bangla was a strong No.3 player among was a strong Zee Tamil continued to maintain the second spot in the Hindi the in spot second the maintain to continued Zee TV, Zee garnered a 14% market share in the Karnatakathe in market and has share market 14% a garnered are the company’s English language offerings. Zee Café is one of English language offerings. the company’s are increased its market share to more than 50% during the year and has to more its market share increased Zee Studio Zee Kannada Zee continued to lead the Hindi Movie genre and strengthened its movie libraries. Some its movie libraries. Some and strengthened Hindi Movie genre continued to lead the was in the No.2 position in the weekday Primetime band between 1830-2230hrs was in the No.2 position in the weekday and Zee Marathi Zee Tamil and Zee Khana Khazana were launched in the Indian Ocean Islands. and Zee Khana Khazana were Zee Tamil and Zee TV continued to be the Number 1 South Asian channel both in terms of GRPs in the UAE, which produced that was entirely Zee TV launched Parwaaz a drama series Arabic Zee Aflam consolidated its position as the top Bollywood channel catering to Qubool in the market with shows like Jodha Akbar, its reach Zee Alwan continues to grow In US, Zee channels were added onto additional platforms like Charter In US, Zee channels were market in UK and Europe Zee celebrated 20 years of its presence &TV was launched in the UK market Zee Cinema International in Africa. was launched reach in the UAE. reach in the UAE among South Asians. all viewership records broke audiences. - Season 3). and Rihlet Saloni S3 (Saath Phere

• • • • • added shows like Srirastu Subhamastu and Jothe Jotheyali in fiction and shows like Life Super added shows like Srirastu Subhamastu and in the non-fiction formats. Guru and Maharshi Vani GECs, with shows like Solvathellam Unmai and CID. all Tamil Zee Café has the telecast rights to the latest series GEC category and the leading players in the English The House of Cards, like The Big Bang Theory, leading TV shows of America’s programming is an English movie channel that shows all the Mentalist etc. Zee Studio on the other hand to During FY15, Zee Studio, in its continued effort latest blockbusters to the Hollywood loyalist. movies “See it All” and showcased premiere entertain its audience launched its new ideology, etc. These English channels Megamind Avengers, like Mission Impossible: Ghost Protocol, the network subscription bouquet. continue to strengthen coverage of cricket of all test With which ensure telecast rights to 5 of the 10 cricket boards the sports channels continue to enthrall viewers across playing countries, the Company’s of rights with the the year include renewal Some of the major acquisitions during country. Sports also bagged the Champions League. Ten WWE and UEFA Pakistan Cricket Board, rights for MotoGP for the next five years. its Internationalin expansion on focus its continued Company through markets Your in During the year penetration of ZEE network channels international channel offerings. outlined below: enhanced. The major highlights for the year are international territories were • • • • Your Company’s flagship channel, flagship Company’s Your shows, including Kumkum year with the launch of several successful GEC space during the DID 4 and Sa Re Ga Ma Pa Lil Champs. Bhagya, Jamai Raja, Zee Cinema Entertainment, on Zee Cinema include, biggest blockbusters premiered of the Bollywood’s Hero. Main Tera Raja Natwarlal and Holiday, respective in growth strong their continued Company of your channels entertainment Regional markets. blockbuster movie “Lai The channel premiered been the No. 1 channel since August 2013. 5 years. in last television Marathi on TV premiere World the biggest Bhaari”, well in the player in the Bangla GEC space and performed extremely continued to be a strong driven by shows like Dadagiri Unlimited - 5 and Sa Re Ga Ma Pa. non-fiction genre, Zee Telugu like Mudda Mandaram, Rama Seetha, and Mooga on the back of popular fiction shows the highest viewership for any new launch received Manasulu. The launch of Rama Seetha space. this in investing in tomorrow in investing directors’ report directors’

58 Annual Report2014-15 49 oftheListing Agreement andapplicableprovisions ofCompaniesAct,2013. practices besides strictly complying with the requirementsCorporate Governance of Clause Your Company has beenconstantlyreassessing and benchmarkingitself withwell-established CORPORATE GOVERNANCE&POLICIES Financial Statementsare provided intheAnnualReport. Standard 27–FinancialReportingofInterests inJointVentures, theauditedConsolidated with AccountingStandard AS23–AccountingforInvestmentsinAssociates,and In accordance withAccountingStandard AS21–ConsolidatedFinancialStatementsread report. details includingfinancialhighlightsoftheoperationsall Subsidiariesisannexedtothis year underreview. IncompliancewithSection129oftheAct,astatementcontainingrequisite India andOverseas.NootherSubsidiary/Joint-venture wasformedordivestedduringthe addition, as at March 31,2015, your Companyhad 20 direct andstepdownsubsidiaries in this Asia MultimediaDistributionInc.,forfacilitatingdistribution of televisionchannels.With a stepdownwhollyownedsubsidiaryofAsiaTVLtd,UKinOntario,Canadathename During theyearunderreview, operationsbyforming yourCompanyexpanded itsinternational SUBSIDIARIES &JOINTVENTURES Stock Purchase Scheme)Guidelines, 1999. the SecuritiesandExchangeBoard ofIndia(EmployeeStockOptionSchemeandEmployee no disclosures provided, asrequired underClause12(Disclosure intheDirectors’ Report)of there were noStockOptionsoutstandingasatthecloseofMarch 31,2015.Hence there are During theyearunderreview, yourCompanyhas notgrantedanyStockOptions.Further EMPLOYEES STOCKOPTIONSCHEME servicing offinancialobligations. instruments with this rating are considered to have high degree of safety regarding timely by BrickworkRatingsIndiaPvtLtdfrom ‘BWRAA’ to‘BWRAA+’whichdenotesthatthe During thefinancialyear, theratingsofBonusPreference Shares, after review, was revised the Preference Shareholders. of ensuingAnnualGeneralMeeting.SubsequentlytheCompanyshallbeseekingapproval of consequent alterationofMemorandumAssociationtheCompanyformspartNotice each. Aproposal seekingequityshareholder’s approval fortheproposed consolidationand it isproposed toconsolidate the facevalueof Preference Shares from a view to facilitate smooth corporate action for redemption of With Bonus Preference Shares, at anytimebefore redemption duedate. of 3 years from the date of allotment, with an option to the Company to redeem these shares capital oftheCompany. ThesePreference Shares are unlistedandare redeemable attheend to shareholders ofDMCL,onSeptember26,2014,resulting inincrease inthepaid-upshare - 6%Non-CumulativeRedeemableNon-ConvertiblePreference Shares (ClassA)of 2014. As per theterms of the Scheme, your Company had issued and allotted22,273,886 Arrangement approved byHon’bleBombayHighCourtvideorder passedonSeptember12, news Television channel,wasvestedontheCompanyinaccordance withtheSchemeof Limited (DMCL),arelated party, comprisingofEventManagementbusinessandaNon- During theyearunderreview theMediaBusinessUndertakingofDiligentCorporation SHARE CAPITAL statutory reportsstatutory ` 1eachto directors’ report ` 1each ` 10

59

` include desired size and composition of the Board, size and composition of the Board, include desired inter alia includes (a) review of risk management policies and business includes (a) review inter alia 168 Million (1.74% of average profits) towards various CSR initiatives. Executiion towards 168 Million (1.74% of average profits) ` The Corporate Social Responsibility Committee of the Board of Directors of your Company of Directors of the Board The Corporate Social Responsibility Committee a CSR Policy with Section 135 of the Companies Act, 2013, approved has, in accordance empowerment and Sports. Besides Women with primary focus on Education, Healthcare, your Company shall also undertake other CSR activities listed in Schedule these focus areas, your Company had spent an VII of the Companies Act, 2013. As a part of said CSR policy, amount of end did not commence before for which Company had partnered of some of the CSR projects under Companies (Corporate as prescribed Annual Report on CSR activities of financial year. Social Responsibility Policy) Rules, 2014 is annexed to this report. Committee had also approved in-principle that the initial term of an Independent Director shall Director Independent an of term initial the that in-principle approved also had Committee salient features Company has also adopted a Remuneration Policy, not exceed 3 years. Your is annexed to this report. whereof of Companies Act, 2013 and Clause with the requirements has in accordance Board Your has adopted new policies and amended existing policies 49 of the Listing Agreement and Senior Code of Conduct for Directors such as policy on Related Party Transaction, Policy and Whistle Blower and VigilManagement, Corporate Social Responsibility Mechanism the Company and can be viewed on available on the website of These policies are Policy. www.zeetelevision.com SOCIAL RESPONSIBILITY CORPORATE a towards action fosters and awareness build help that enterprise sustainable a Being strategy which believes that the Company better world is central to your Company’s lives, by not just our entertainment but also by living our to play in improving has a role as a caring corporate. As part of its business operations, the Company responsibility and safer world. During the year under a greener supports various initiatives to create & of Jammu for flood stricken areas to facilitate raising funds and awareness review, the Event and Entertainment Management your Company in partnership with Kashmir, Guild had launched a charity concert Producers Association and Film and Television all 39 channels of the ‘Hum Hain Ummeed-E-Kashmir’. This concert was telecast across over of revenue Advertisement the and India of citizen every to out reach to Company of India 70 Million accrued on the said telecast was contributed to the NGO United Way in Jammu & Kashmir. persons/areas aids to flood affected to pledge support and provide A detailed report on Corporate Governance on Corporate Statutory Auditors’ Certificate on together with the A detailed report Discussion and Analysis Report to this Annual Report. Management’s compliance is attached the Stock with under Clause 49 of the Listing Agreement as stipulated for the year under review, 55 of the Listing Agreement Responsibility Report as per Clause Exchanges and Business Business said Report. The Annual of the part forming sections separate in presented are website www.zeetelevision.com will also be available on the Company’s Responsibility Report Report. as part of the Annual to Risk relating has been vested with powers and functions of the Board The Audit Committee Management which into by adopted and transactions entered that the business processes to ensure processes designed to identify and mitigate potential risk; (b) laying down procedures the Company are and (c) formulation, implementation and and minimization; Risk assessment to relating monitoring of the risk management plan. the Companies Act, 2013, the of Section 178 of In compliance with the requirements fixed various criteria for nominating had Committee of your Board Nomination & remuneration which a person on the Board and independence of individual. The expertise of / experience, areas qualification age limits, investing in tomorrow in investing directors’ report directors’

60 Annual Report2014-15 consider theirre-appointment asStatutory AuditorsoftheCompanyfrom theconclusion 16 willbeinthe bestinterests oftheCompany andtherefore, Members are requested to opinion thatcontinuation of M/sMGB & Co. LLP, as Statutory Auditors duringFY 2015- 2013 read withRule4 of Companies (Audit & Auditors) Rules2014. Your Board is of the Act, 2013andthefirmsatisfies thecriteriaspecifiedinSection141ofCompanies Act, appointment, ifmade,willbe in accordance withthelimits specifiedundertheCompanies Your Company has received confirmationfrom theAuditors tothe effect that their conclusion oftheensuingAnnualGeneralMeetingandiseligible forreappointment. Mumbai, havingFirmRegistrationNo101169W/W-100035, holdsoffice until the Statutory Audit AUDITORS each Directors etc. effectiveness ofboard processes, effectiveness offlowinformation,contributionsfrom evaluated itsperformanceonvariousparameterssuchasBoard compositionandstructure, into accounttheviewsofexecutivedirectors andnon-executivedirectors theBoard had evaluated. Basedonsuchreport ofthemeetingIndependentDirectors andtaking directors, performanceof the board asawholeandperformanceoftheChairmanwas In aseparatemeetingofIndependentDirectors, performanceofnon-independent BOARD EVALUATION the Companywere nominated asKeyManagerialpersonnel. Officer andMr. MLakshminarayanan,ChiefComplianceOfficer & CompanySecretary of Mr. PunitGoenka, ManagingDirector &CEO,Mr. MihirModi,ChiefFinance&Strategy In compliancewiththerequirements ofSection203theCompaniesAct,2013, recommends hisre-appointment. General Meetingand,beingeligiblehehasoffered himselfforre-appointment. Your Board Mr AshokKurien,Non-ExecutiveDirector isliabletoretire byrotation attheensuingAnnual April 1,2015. Independent Director not liable toretire byrotation foraperiodof3yearswitheffect from the Company. Your Board hasrecommended appointmentofMrManishChokhaniasan Companies Act,2013,proposing appointmentofMrManishChokhaniasDirector of received anoticeinwriting alongwithrequisite depositpursuanttoSection160of hold office uptothedate oftheensuingAnnualGeneralmeeting.TheCompanyhas 2015. IntermsofSection161theCompaniesAct2013,Mr. ManishChokhanishall of theCompanyincategoryIndependentDirector witheffect from April1, Your Board hassubsequentlyinducted Mr Manish Chokhani as an Additional Director and ChairmanoftheAuditCommittee. for contributionsmadebyProf RVaidyanathan duringhistenure asIndependent Director as atthecloseofbusinessonMarch 31,2015.Your Board placesonrecord itsappreciation term ofIndependentDirectors, Prof. RVaidyanathan resigned asDirector oftheCompany During theyearunderreview, inlinewiththeearlierdecisionofBoard restricting the details ofwhichareReportannexedtothisreport. availableinCorporateGovernance and Clause49oftheListingAgreement. DuringFY2015yourBoard met7(seven)times that theymeetthecriteriaofindependenceasprescribed underCompaniesAct,2013 Directors provide theirdeclarationsbothatthetimeof appointment andannuallyconfirming Your Board comprisesof8Directors including4IndependentDirectors. Independent DIRECTORS &KEYMANAGERIALPERSONNEL :TheStatutoryAuditorsM/sMGB&Co.LLP, Chartered Accountants, statutory reportsstatutory directors’ report

61 0.81 ` Your Company, being a service Company, Your minimal energy requires provider, consumption and every endeavour is optimal use of energy, made to ensure avoid wastages and conserve energy as far as possible. : Particulars of loans, guarantees and : None of the transactions with related parties fall under : None of the transactions with related : Your Company has not accepted any public deposit : Your : The extract of Annual Return in Form MGT-9 as required under as required : The extract of Annual Return in Form MGT-9 : The Company has zero tolerance for sexual harassment at workplace : The Company has zero : No significant or material orders were passed by the regulators or or regulators passed by the were : No significant or material orders : During the year, Secretarial Audit was carried out by Mr. Satish K Shah, Satish K Shah, was carried out by Mr. Audit Secretarial : During the year, the steps taken or impact on conservation of energy the steps taken by the company for utilizing alternate of energy sources the capital investment on energy conservation equipments Deposits & Unclaimed Dividend in terms 2013. During the year under review, under Chapter V of the Companies Act, of Protection and (Awareness Fund of Investors Education and Protection of provisions by the Company & ETC Networks declared Investors) Rules, 2014, unclaimed dividend to financial year 2006-07, aggregating Ltd (since merged with the Company) for Fund. to Investors Education and Protection Million was transferred Extract of Annual Return with Companies (Management & Administration) Rules, Section 92(3) of the Act read 2014 is annexed to this report. Sexual Harassment harassment of sexual redressal and prohibition and has adopted a Policy on prevention, at workplace of the Sexual Harassment of Women at workplace in line with the provisions the During thereunder. Rules the and 2013 Act, Redressal) and Prohibition (Prevention, and resolved one (1) complaint on sexual harassment was received year under review of the Act. after investigation as per the provisions Regulatory Orders operations courts or tribunals which impact the going concern status and Company’s in future. Particulars of loans, guarantees and investments 186 (4) of the Companies Act, under section investments made by the Company required contained in Note No. 13 to the Standalone Financial Statements. 2013 are with Related Parties Transactions related with transactions material on Information Act. the of 188(1) Section of scope the with rule 8(2) of the Companies the Act, read parties pursuant to Section 134(3)(h) of annexed to this report. (Accounts) Rules, 2014, in form AOC-2 is

(i) (ii) (iii) However the information, as applicable, are given hereunder: However the information, as applicable, are Conservation of Energy: iii. iv. v. vi.  TECHNOLOGY ABSORPTION AND FOREIGN OF ENERGY, CONSERVATION EXCHANGE EARNINGS AND OUTGO of General Entertainment Television Company is into the business of Broadcasting Your most of the Channels. Since this business does not involve any manufacturing activity, Companies Act, 2013 under Section 134(3)(m)) of the to be provided Information required Nil / Not applicable. with the Companies (Accounts) Rules, 2014, are read of ensuing Annual General Meeting till next Annual General Meeting at remuneration be be Meeting at remuneration Meeting till next Annual General of ensuing Annual General decided by the Board. Audit Secretarial 2013 Act, Companies the of 204 Section with compliance in Secretary Company Practicing Personnel) Rules, 2014. (Appointment and Remuneration of Managerial and the Companies do report Auditor forming part of this Annual and/or Secretarial of Statutory Auditor The report remarks. or adverse reservation not contain any qualification, DISCLOSURES i. ii. investing in tomorrow in investing directors’ report directors’

62 Annual Report2014-15 Date: May21,2015 Place: Mumbai producers, vendors,financialinstitutions,banks,investorsandserviceproviders. Promotion Board, theStockExchangesandDepositoriesotherstakeholdersincludingviewers, Affairs, ReserveBankofIndia,SecuritiesandExchangeBoard ofIndia,Foreign Investment Ministry ofInformation&Broadcasting, theDepartmentofTelecommunication, MinistryofCorporate co-operation received from /regulatory theCentralandStateGovernments authoritiesviz.the entertainment business. Your Directors thank and express their gratitude for the support and levels thathascontributedtoyourCompany’s successandremain in theforefront ofmediaand contribution madebyemployeesoftheCompanyanditssubsidiaries across theworld atall commitment ofallemployeestheCompanyandplaceon record theirappreciation ofthe Employees are ourvitaland mostvaluableassets.Your Directors valuetheprofessionalism and ACKNOWLEDGEMENTS in excessofthelimitsprescribed under thesaidrulesisannexedtothisreport. with statementshowingnamesandotherparticularsoftheemployeesdrawingremuneration the Companies(AppointmentandRemunerationofManagerialPersonnel)Rules,2014along Requisite disclosures interms oftheprovisions ofSection197theActread withRule5of their strengths. AsatMarch 31,2015,yourCompanyhad2,121employees. on organisation’s expectationsofmanagingoutcomeanddevelopingpeoplebybeingfocusedon philosophy frameworkSAMWAD toensure that,aspartofkeyobjectives,peoplemanagersdeliver and identifying/trainingtopperformingresources. Your Companyhas institutionalisedthepeople continues tobuildtalentpipelinebyhiringfresh talentfrom renowned campusesand nurturingthem engagement scores hasimproved tohighestpercentile intheentertainmentsector. Your Company talent managementandemployeeengagementprocesses andthrough theyear, organisation’s and becomefuture ready, overtheyearsyourCompanyhasbeen focusing onstrengthening its Being inthebusinessofcreativity andbusinessofpeople,toensure sustainablebusinessgrowth HUMAN RESOURCES&PARTICULARS OFEMPLOYEES of theNotestoAccountsformingpartFinancialStatement. Particulars offoreign currencyandoutgoduringtheyearare earnings giveninNote39to41 Foreign andOutgo: ExchangeEarnings Technology Absorption: (iv) (iii) (ii) (i) the expenditure incurred onResearch andDevelopment (d) (c) (b) (a) years reckoned from thebeginningoffinancialyear)- in caseofimportedtechnology(importedduringthelastthree product developmentorimportsubstitution the benefitsderivedlikeproduct improvement, cost reduction, the efforts madetowards technologyabsorption

place, andthereasons thereof whether thetechnologybeenfullyabsorbed the yearofimport; the detailsoftechnologyimported if notfullyabsorbed,areas where absorptionhasnottaken For andonbehalfoftheBoard ofDirectors absorption isNil. in connectionwithtechnology manufacturing, theinformation is notengagedinany However since the Company into itsBroadcasting business. technology andequipment’s Your Companyuseslatest Managing Director &CEO statutory reportsstatutory Punit Goenka Sunil Sharma directors’ report Director

63

Date: May 21, 2015 21, May Date: Director CEO & Director Managing

Sunil Sharma Sunil Goenka Punit Place: Mumbai Place:

For and on behalf of the Board of Directors of Board the of behalf on and For

0 (Zero) denote amounts less than a million a than less amounts denote (Zero) 0

Note A :- There is significant influence due to percentage (%) of Share Capital Share of (%) percentage to due influence significant is There :- A Note

5,000 5,000 31-Mar-15 Limited Thailand Today Asia - A Note Refer - 0 6 25.00% 1

522 522 31-Mar-15 Limited Private Media and Web Shop Idea - A Note Refer - (0) 3 38.61% 21

1,321,200 1,321,200 31-Mar-15 Limited Aplab - A Note Refer - (37) 34 26.42% 5

2,500,000 2,500,000 31-Mar-15 Limited Private India Enterprise Pro Media - A Note Refer - 38 96 50.00% 25

Balance Sheet Balance Venture Joint Date Sheet consolidated influence

Consolidation

as per latest audited audited latest per as % Holding Associates/ Balance venture is not not is venture significant is Consolidation

Name of Associates/Joint Ventures Associates/Joint of Name Numbers Considered in in Considered

to Shareholding Shareholding to of Extent in Investment audited associate/joint associate/joint there how of in Considered

Not Not

Networth attributable attributable Networth of Amout Latest Reason why why Reason Description

by the company on the year end year the on company the by

Profit / Loss for the year the for Loss / Profit

Shares of Associate/Joint Venture held held Venture Associate/Joint of Shares

Millions) ( `

Part “B” : Associates and Joint Venture Joint and Associates : “B” Part

As on 31 March 2015 BS Rate 1 USD = = USD 1 Rate BS 2015 March 31 on As 5.18, 1 GBP = = GBP 1 5.18, = ZAR 1 17.04, = UAE 1 10.23, = YUAN 1 1.72, = MUR 1 62.60, 49.51 = CAD 1 1.08, = RUB 1 92.87, ` ` ` ` ` ` ` `

As on 31 March 2015 PL Rate 1 USD = = USD 1 Rate PL 2015 March 31 on As 5.52, 1 GBP = = GBP 1 5.52, = ZAR 1 16.64, = UAE 1 9.93, = YUAN 1 1.94, = MUR 1 61.11, 53.70 = CAD 1 1.35, = RUB 1 98.41, ` ` ` ` ` ` ` `

$ Held through ZMWL through Held $ EVPL through Held # Limited TV Asia through Held ** ATL through Held ^

Eevee Multimedia Inc. # Inc. Multimedia Eevee - - 14 8 (22) 16 USD 100% - (21) 0 (21) -

Zee TV South Africa (Proprietary) Limited ^ Limited (Proprietary) Africa South TV Zee - - 422 41 (381) 0 ZAR 100% - (161) - (161) 45

ATL Media FZ-LLC ^ FZ-LLC Media ATL - - 456 423 (34) 1 UAE 100% - (33) - (33) 162

Zee Entertainment Middle East FZ-LLC ^ FZ-LLC East Middle Entertainment Zee - - 268 728 417 43 UAE 100% - 129 - 129 1,717

Zee Technologies (Guangzhou) Limited ^ Limited (Guangzhou) Technologies Zee - - 24 1 (139) 116 YUAN 100% - (20) - (20) 2

Zee Multimedia (Maurice) Limited ^ Limited (Maurice) Multimedia Zee - - 31 14 (17) 0 MUR 100% - (0) - (0) 4

Taj TV Limited ^ Limited TV Taj - - 6,022 6,090 (993) 1,061 USD 100% - (186) (11) (197) 5,080

Expand Fast Holdings (Singapore) Pte Limited ^ Limited Pte (Singapore) Holdings Fast Expand - - 37 147 106 4 USD 100% - 9 0 9 171

Asia Today Limited (ATL) Limited Today Asia 4,141 4,141 11,212 15,859 8,788 0 USD 100% - 960 140 1,100 6,311

Asia Multimedia Distribution Inc. ** Inc. Distribution Multimedia Asia - - 5 5 (0) 0 CAD 100% - (0) - (0) -

OOO Zee CIS LLC ** LLC CIS Zee OOO - - 55 41 (14) 0 RUB 100% - (12) (2) (14) 131

OOO Zee CIS Holding LLC ** LLC Holding CIS Zee OOO - - - - RUB - - - - - 100% - - -

Asia TV Limited $ Limited TV Asia 871 871 (735) 1,527 GBP 25 25 944 - 79 100% - 33 (8)

Zee TV USA Inc. $ Inc. USA TV Zee - - (63) 63 USD - - - - - 100% - - -

Zee Multimedia Worldwide (Mauritius) Limited (ZMWL) Limited (Mauritius) Worldwide Multimedia Zee 4,755 4,755 1,198 3,556 USD 82 82 - - 1 100% - 79 3

Zee Sports Limited Limited Sports Zee 2 2 (54) 1 INR (3) - - 55 100% - (3) -

Taj Television (India) Private Limited Limited Private (India) Television Taj 4,903 4,903 766 1 INR 758 758 2,071 - 4,136 100% - 498 260

Essel Vision Productions Limited (EVPL) Limited Productions Vision Essel 474 474 90 30 INR 46 46 1,619 - 354 100% - 31 15

India Webportal Private Limited Private Webportal India 193 193 (309) 241 INR (89) 404 - 261 51% - (89) -

Zee Turner Limited Turner Zee 263 263 74 1 INR (6) - - 188 74% - (85) 79

Taxation Subsidiary) shareholding

Assets Surplus Capital Currency for taxation for Liabilities Dividend taxation

Name of the subsidiary the of Name before before Turnover than (Other and % of of % and

Total Total & Reserves Share Reporting Total Total Proposed Proposed after Profit Provision

Profit Profit Investments Mode Mode

Millions) ( `

Part “A”: Subsidiaries “A”: Part

COMPANIES ACT, 2013 FOR THE YEAR ENDED MARCH 31, 2015 31, MARCH ENDED YEAR THE FOR 2013 ACT, COMPANIES STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES/ASSOCIATES/JOINT VENTURES AS PER THE THE PER AS VENTURES SUBSIDIARIES/ASSOCIATES/JOINT OF STATEMENT FINANCIAL THE OF FEATURES SALIENT CONTAINING STATEMENT investing in tomorrow in investing annexures to the directors’ report directors’ the to annexures

64 STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES/ASSOCIATES/JOINT VENTURES AS PER THE COMPANIES ACT, 2013 FOR THE YEAR ENDED MARCH 31, 2015 Part “A”: Subsidiaries (` Millions) Investments Profit Mode Reporting Share Reserves & Total Total Provision Profit after Proposed Name of the subsidiary (Other than Turnover before and % of Currency Capital Surplus Assets Liabilities for taxation taxation Dividend Subsidiary) Taxation shareholding Zee Turner Limited INR 1 74 263 188 - - (6) 79 (85) - 74% India Webportal Private Limited INR 241 (309) 193 261 - 404 (89) - (89) - 51% Essel Vision Productions Limited (EVPL) INR 30 90 474 354 - 1,619 46 15 31 - 100% Taj Television (India) Private Limited INR 1 766 4,903 4,136 - 2,071 758 260 498 - 100% Zee Sports Limited INR 1 (54) 2 55 - - (3) - (3) - 100% Zee Multimedia Worldwide (Mauritius) Limited (ZMWL) USD 3,556 1,198 4,755 1 - - 82 3 79 - 100% Zee TV USA Inc. $ USD 63 (63) ------100% Asia TV Limited $ GBP 1,527 (735) 871 79 - 944 25 (8) 33 - 100% OOO Zee CIS Holding LLC ** RUB ------100% OOO Zee CIS LLC ** RUB 0 (14) 41 55 - 131 (14) (2) (12) - 100% Asia Multimedia Distribution Inc. ** CAD 0 (0) 5 5 - - (0) - (0) - 100% Asia Today Limited (ATL) USD 0 8,788 15,859 11,212 4,141 6,311 1,100 140 960 - 100% Expand Fast Holdings (Singapore) Pte Limited ^ USD 4 106 147 37 - 171 9 0 9 - 100% Taj TV Limited ^ USD 1,061 (993) 6,090 6,022 - 5,080 (197) (11) (186) - 100% Zee Multimedia (Maurice) Limited ^ MUR 0 (17) 14 31 - 4 (0) - (0) - 100% Zee Technologies (Guangzhou) Limited ^ YUAN 116 (139) 1 24 - 2 (20) - (20) - 100% Zee Entertainment Middle East FZ-LLC ^ UAE 43 417 728 268 - 1,717 129 - 129 - 100% ATL Media FZ-LLC ^ UAE 1 (34) 423 456 - 162 (33) - (33) - 100% Zee TV South Africa (Proprietary) Limited ^ ZAR 0 (381) 41 422 - 45 (161) - (161) - 100% Eevee Multimedia Inc. # USD 16 (22) 8 14 - - (21) 0 (21) - 100% ^ Held through ATL ** Held through Asia TV Limited # Held through EVPL $ Held through ZMWL As on 31 March 2015 PL Rate 1 USD = ` 61.11, 1 MUR = ` 1.94, 1 YUAN = ` 9.93, 1 UAE = ` 16.64, 1 ZAR = ` 5.52, 1 GBP = ` 98.41, 1 RUB = ` 1.35, 1 CAD = ` 53.70 As on 31 March 2015 BS Rate 1 USD = ` 62.60, 1 MUR = ` 1.72, 1 YUAN = ` 10.23, 1 UAE = ` 17.04, 1 ZAR = ` 5.18, 1 GBP = ` 92.87, 1 RUB = ` 1.08, 1 CAD = ` 49.51 Part “B” : Associates and Joint Venture (` Millions) Shares of Associate/Joint Venture held Profit / Loss for the year by the company on the year end Latest Amout of Networth attributable Description Reason why Not audited Investment in Extent of to Shareholding Considered in of how there associate/joint Name of Associates/Joint Ventures Numbers Considered in Balance Associates/ Holding % as per latest audited Consolidation is significant venture is not Consolidation Sheet Date Joint Venture Balance Sheet influence consolidated Media Pro Enterprise India Private Limited 31-Mar-15 2,500,000 25 50.00% 96 38 - Refer Note A - Aplab Limited 31-Mar-15 1,321,200 5 26.42% 34 (37) - Refer Note A - Idea Shop Web and Media Private Limited 31-Mar-15 522 21 38.61% 3 (0) - Refer Note A - Asia Today Thailand Limited 31-Mar-15 5,000 1 25.00% 6 0 - Refer Note A - Note A :- There is significant influence due to percentage (%) of Share Capital 0 (Zero) denote amounts less than a million For and on behalf of the Board of Directors

Place: Mumbai Punit Goenka Sunil Sharma Date: May 21, 2015 Managing Director & CEO Director Annual Report2014-15 ACTIVITIES FORFY2014-2015 ANNUAL REPORT ONCORPORATE SOCIALRESPONSIBILITY(CSR) 5 4 3 2 1 Prescribed CSRexpenditure (twopercent ofthe financial years Average netprofit oftheCompanyforlast three The CompositionoftheCSRCommittee programs the weblinktoCSRpolicyandprojects or proposed tobeundertakenandareference to including overviewofprojects orprograms A briefoutlineoftheCompany’s CSRPolicy d) c) b) a) Details ofCSRspentduringFY average netprofits forlastthree years) Areas where spent Amount spent Unspent amount Amount tobespentinFY ` ` are itsMembers. & MrPunitGoenka,ManagingDirector &CEO while Prof SunilSharma,IndependentDirector Chairman istheofCommittee 3 Directors. Mr. SubodhKumar, ExecutiveVice The CSR Committee of the Board comprises of viewed onwww.zeetelevision.com The CSRPolicyoftheCompanycanbe Schedule VIIoftheCompaniesAct,2013. also undertakeanyotherCSRactivitieslistedin Besides thesefocusareas theCompanyshall Healthcare, Women empowermentandSports. CSR PolicywithprimaryfocusonEducation, Committee oftheBoard hadapproved a Act, 2013,theCorporateSocialResponsibility Pursuant toSection135oftheCompanies As detailedinAnnexure A ` ` ` 193 million 9,658 million 168 Million 25 Million 193 Million annexures tothedirectors’ report statutory reportsstatutory

65

Trust Trust Delhi Hisar Direct Bharat agency Bharati through through Direct or Direct Municipal University SIFE India India Trust centre and and centre in Millions) Lok Siksha Foundation Himgiri Zee Educational Shree Vedic Vedic Shree ` Corporation, ( implementing Mission Trust Agroha Vikas Agroha Osmosis Play Amount spent: games Library Marrow Donor Donor Marrow Registry (India) Parishad, New Room to Read Kochi Biennale Rashtriya Sewa VSPM Academy Punit Goenka 30.00 period 164.36 166.86 168.36 120.00 121.75 131.75 134.35 138.35 158.35 161.35 163.54 164.04 upto the reporting reporting Cumulative expenditure expenditure Managing Director & CEO Managing Director or 2.5 0.5 3.00 2.19 0.32 1.50 1.75 2.60 4.00 spent 20.00 30.00 90.00 10.00 on the Amount projects projects programs 0.5 2.5 wise 3.00 4.45 0.32 1.50 1.75 2.60 4.00 outlay 30.00 30.00 90.00 30.00 Amount (budget) project or project programs programs New Delhi Mumbai Rajasthan Gujarat areas Tribal in the state of Maharashtra New Delhi Kochi, Kerala Projects or Projects programs or Local area specify other, the State and district where or projects was programs undertaken Nagpur, Maharashtra Dehradun, Uttarakhand Gujarat Mumbai, Maharashtra Haryana Hisar, Haryana Hisar, Development for Projects Upliftment of Communities in tribal/ rural areas Community Development Projects Setting up of Libraries of Promotion Libraries Aid for educational activities in tribal areas Promotion of Women empowerment, education & health care of Promotion Art & Culture Sector in which is the project covered Development of Building & other facilities for Promotion of Education of Promotion Health Care of Promotion Cleanliness Rural

Transformation Rural Development – Community Development Libraries and aid to government schools training to Vocational tribal Children Women Empowerment & Healthcare Others CSR projects or CSR projects activities identified Educational Infrastructural Development Health Care Sanitation Rural Development/ Executive Vice Chairman Place: Mumbai Date: May 21, 2015 Sd/- Sd/- Subodh Kumar The CSR committee certifies that the implementation and monitoring of the CSR Policy is in The CSR committee certifies that the implementation and monitoring of the CSR compliance with the CSR objectives and Policy of the Company. ANNEXURE A investing in tomorrow in investing annexures to the directors’ report directors’ the to annexures

66 Annual Report2014-15 Date: May21,2015 Place: Mumbai f. d. c. b. a. 2. 1. including certainarms-lengthtransactionsunderthird proviso thereto: with related partiesreferred toinsub-section(1)ofsection188theCompaniesAct,2013 Form fordisclosure ofparticularscontracts/arrangementsentered intobythecompany Companies (Accounts)Rules,2014} {Pursuant toclause(h)ofsub-section(3)Section134theActandRule8(2) Form No.AOC-2 PARTICULARS OFRELATED PARTY TRANSACTIONS related partieswhichisnotatarm’s lengthduringfinancialyear2014-15. The Companyhasnotentered intoanycontractorarrangementtransactionwithits e.  Details ofmaterialcontractsorarrangementtransactionsatarm’s lengthbasis: Details ofcontractsorarrangementstransactionsnotatarm’s lengthbasis: Duration ofthecontracts/arrangementstransactions television channelsoftheCompany. Nature ofcontracts/arrangements /transactions Limited, whollyownedsubsidiaryoftheCompany Name(s) oftherelated partyandnature ofrelationship Amount paidasadvances,ifany entered intointheordinary courseofbusinessandonarm’s lengthbasis. Date(s) ofapproval bytheBoard, ifany owned Subsidiary. sharing basiswherein 14%ofsubscription revenue shallberetained bytheWholly channels oftheCompany, exclusivelyinIndiaonprincipal-to-principalandrevenue if any Salient termsofthecontractsorarrangementstransactionsincludingvalue, agreeable terms. effect from April1,2014foratermof3years,renewable onsimilarandmutually :TheWhollyownedSubsidiaryshalldistributeallcurrent andfuture television :Nil :Notapplicable,sincethecontractwas For andonbehalfoftheBoard ofDirectors :DistributionServiceforall annexures tothedirectors’ report :Taj Television (India)Private :Contractentered with Managing Director &CEO statutory reportsstatutory Punit Goenka Sunil Sharma Director

67 Executive Members of the Board other than the Managing Director shall be employed other than the Managing Director Executive Members of the Board The Nomination and Remuneration Committee while considering a remuneration while considering a remuneration The Nomination and Remuneration Committee believes that a successful remuneration The Nomination and Remuneration Committee Remuneration of Executive Members on the Board: which shall comprise shall be paid remuneration Any Executive Member(s) on the Board there where of executive member(s) on the Board, the overall remuneration However, This Policy aims to attract, retain and motivate the Members of the Board of Directors, of Directors, and motivate the Members of the Board retain This Policy aims to attract, GUIDING PRINCIPLES and other terms of the remuneration The guiding principle of this Policy is that that to be made to ensure are package, efforts While designing the remuneration exceed 5% in case there is only one executive member on the Board. In the event of is only one executive member on the Board. exceed 5% in case there of services of tenure in any financial year during the currency loss or inadequacy of profit shall be governed the payment of remuneration of an executive member of the Board, under the Companies Act, 2013 and Rules framed by the applicable limits prescribed time to time. as amended from thereunder, years at a time, on the under service contracts for a period not exceeding 3 (three) by the Nomination and as recommended terms & other conditions and remuneration the remuneration matches the level in comparable companies, whilst also taking into the remuneration required competencies, qualifications, industry experience, efforts consideration requisite and the scope of the work. reflecting short and long balance between fixed and incentive pay package shall ensure to the working of the company and its goals. term performance objectives appropriate should be linked remuneration package that a significant part of the policy must ensure alignment of interest targets and a strong to the achievement of corporate performance with stakeholders. such as House Rent Allowance or furnished / perquisites of fixed monthly basic salary, telephone car with or without chauffeur, unfurnished in lieu thereof, housing accommodation reimbursement of medical expenses, leave travel as well as personal use, for office such allowance, club membership, stock options, statutory and non-statutory allowances allowances subscription allowances, travel allowances, personal allowances, education as of by the Nomination and Remuneration Committee / Board etc. as may be recommended time to time. by the Members of the Company from and approved Directors manner calculated in the shall not exceed 10% of the net profit than one, more are and shall not under the Companies Act, 2013 and Rules framed thereunder, provided Senior Managers viz: CEO, and other employees who are at one level below the Key at one level below CEO, and other employees who are Senior Managers viz: them by remunerating or Functional Heads of the Company, Managerial Personnel the operations of the Company successfully. so as to run and sufficiently reasonably governance objectives for good corporate as well as the Company’s The Policy reflects for shareholders. value creation sustained long-term that the Company is enough to ensure engagement / employment shall be competitive for achieving and motivate right kind of human resource(s) in a position to attract, retain creating management year on year thereby set by the Company’s growth the desired Company. long-term value for all stakeholders of the

2.1. EXTRACT OF REMUNERATION POLICY REMUNERATION EXTRACT OF 1. OBJECTIVE 2. investing in tomorrow in investing annexures to the directors’ report directors’ the to annexures

68 Annual Report2014-15 2.3  2.2. option issuedorproposed tobe issuedbytheCompany. Theperformanceofthenon- meetings. IndependentDirector(s) ofthe Companyshallnotbeentitledtoanystock Sub-Committee andreimbursement ofexpensesforparticipationintheBoard andother / orCommitteesthereof, excluding StakeholdersRelationshipCommitteeandFinance addition tothesittingfeespayablethemforattendingmeetingsofBoard and the formofcommissionpayabletoNon-ExecutivemembersBoard andshallbein Companies Act,2013andrelevant rulesframedthereunder. Suchremuneration shallin fromGovernment timetotime,calculatedinaccordance withtheprovisions ofthe profit oftheyearonastand-alonebasisorsuchsumasmaybeprescribed by the the Companyforfuture growth. Aggregate ofsuchsumshallnotexceed1%net the Board basedonthetimedevoted,contributionmadeinprogress andguiding to afixedamountofCommissioneachyear, asmaybedeterminedandapproved by fees forattendinganymeetingoftheBoard ofDirectors orCommittee thereof. (five) years.ExecutivemembersoftheBoard shallnotbeeligibleto receive anysitting General Meeting(s).ThetermofappointmentManagingDirector shallbefixedat5 Remuneration Committeeandapproved bytheMembersofCompanyat listed orotherwise. sitting fees,fordirectorships heldinanyoftheEsselGroup ofCompanies,whether following components: remuneration ofthemembers oftheExecutiveManagementmayconsist companies. Suchproposals then shallbesubmittedtotheBoard forapproval. The ensure thattheproposed remuneration isinlinewithindustrystandards incomparable theappointmentandremunerationconcerning oftheKeyManagerialPersonneland Company mayconsiderissuanceofstockoptionstoSeniorManagement. Management. Additionallysubjecttoappropriate approval ofshareholders, the by theNomination&CompensationCommittee,annuallyinter-alia fortheExecutive eachyearshallbeconsideredperformance oftheemployeeconcerned andapproved employees. Theperformance-linkedincentivebasedonCompanyperformanceand the ExecutiveManagementshallensure thatthecompanycanattractandretain key Managerial Personnel: executive membersoftheBoard shall be reviewed bytheBoard onanannualbasis. Executive Managementshallnotbeeligibletoreceive anyremuneration, including The Nomination&CompensationCommitteewillfrom timetoconsiderproposals The Companybelievesthatacombinationoffixedandperformance-linkedpayto Remuneration ofExecutiveManagementcomprisingSenior&Key The remuneration payabletotheNon-Executivemember(s)ofBoard shallbelimited Remuneration ofNon-ExecutiveMemberstheBoard:

Perquisites asperrulesoftheCompanyincludingcar, telephoneetc. Stock options Performance linkedincentive/bonus Basic salaryandAllowances annexures tothedirectors’ report statutory reportsstatutory

69

100% 2(87)(ii) 2(87)(ii) 2(87)(ii) 2(87)(ii) Section Applicable of the company

% to total turnover

74% % of 100% 100% 100% 92132 shares held shares (As per 2004) NIC Code of the Product/ service Product/ L92132MH1982PLC028767 25/11/1982 Limited Zee Entertainment Enterprises / Company Limited by Shares Indian Non-Government Company Continental Building, 135, Besant Road, Annie Dr. Mumbai: 400018 Worli, +91-22-2483 1234 No.: Tel Fax No.: +91-22-2490 0302 Yes Services (India) Pvt. Ltd. M/s Sharepro Complex, 13AB, Samhita Warehousing Exchange Sakinaka Telephone Second Floor, Andheri- Kurla Road, Sakinaka, Lane, Off Andheri (East), Mumbai72 +91-22-6772 0300/400 No.: Tel Fax No.: +91-22- 2859 1568/2850 8927

Continental Building, 135, Annie Besant Road Dr. Mumbai 400 018 Worli, U64200MH2004PLC148772 Limited Zee-Turner Road Industrial B-10, Essel House, Lawrence New Delhi 110 035 Area, U74899DL2001PLC113501 Nil Subsidiary Companies – Indian Private Limited (India) Television Taj Annie Besant Road Continental Building, 135, Dr. Mumbai 400 018 Worli, U92190MH2002PTC135002 Limited Essel Vision Productions Annie Besant Road Continental Building, 135, Dr. Mumbai 400 018 Worli, U74990MH2010PLC198648 Zee Sports Limited Broadcasting Services Broadcasting Holding Company Name and Description of / services main products & Name, Address CIN of the Company CIN Registration Date Name of the Company of the Company Category / Sub-Category & Contact Office of the Registered Address details Whether Listed and Contact Details of Registrar Name, Address Agent and Transfer PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY BUSINESS ACTIVITIES PRINCIPAL COMPANIES AND ASSOCIATE OF HOLDING, SUBSIDIARY PARTICULARS REGISTRATION AND OTHER DETAILS AND OTHER REGISTRATION 4 B 1 2 3 1 A i) ii) iii) iv) v) vi) vii) Sl. No. Sl. No. II. of the total turnover of the company % or more All the business activities contributing 10 shall be stated:- III. I.

investing in tomorrow in investing

[Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and (Management rule 12(1) of the Companies Act, 2013 and Section 92 (3) of the Companies [Pursuant to Rules, 2014] Administration) As on the financial year ended on March 31, 2015 March year ended on As on the financial extract of annual return of annual extract

70 Annual Report2014-15 No. Sl. 18 17 16 15 14 13 12 11 10 9 8 7 6 5 CIN oftheCompany Name, Address & Zee TVSouthAfrica(Proprietary) Limited Ebene, Mauritius 2nd Floor, EbeneHouse,33,Cybercity Zee Multimedia(Maurice)Limited Singapore 198785 883,North BridgeRoad,#09-01,TheSouthbank, Expand FastHoldings(Singapore) Pte.Limited Ebene, Mauritius 2nd Flr, EbeneHouse,33Cybercity Asia Today Limited Subsidiary Companies–Overseas U72900MH2010PTC201526 Worli, Mumbai400018 Continental Building,135,Dr. AnnieBesantRoad India Webportal PrivateLimited 1209 orange Street, Wilmington, DE19801 1209 orangeStreet, Wilmington, EEVEE Multimedia,Inc 1999 BryanSt.,Ste.900,Dallas/TX/75201-3136 Zee TVUSA.Inc. Office 330,MoscowRussia,105066 Nizhnyaya Krasnosel’skaya stbuild.40/12,korp.2 OOO ZeeCISLLC 1st Flr, 41ChaltonStreet, LondonNW1 1JD Asia TVLimited Ebene, Mauritius 2nd Flr, Ebene House,33Cybercity Zee MultimediaWorldwide (Mauritius)Limited Mauritius Cnr Desroches &StLouisstreet, PortLouis, St. LouisBusinessCentre, TAJ TVLimited GuangZhou, Guangdong,P.R. China510620 Rm1610, No.140-148,TiYu EastRd, Zee Technologies (GuangZhou) Limited Dubai UAE,POBox500484 Ten SportsBuilding,3rd Floor, DubaiMediaCity, ATL MediaFZ-LLC Dubai UAE,POBox500484 Dubai MediaCity, Ten SportsBuilding,3rd Floor, LLC) (earlier knownasZeeTelefilms MiddleEastFZ- Zee EntertainmentMiddleEastFZ-LLC Africa ,2021 Ballyclare Drive,Bryanston,Johannesburg,South 2nd Floor, BuildingB,BallyoaksOffice Park35

shares held annexures tothedirectors’ report 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% % of 51% statutory reportsstatutory

Applicable Section 2(87)(ii) 2(87)(ii) 2(87)(ii) 2(87)(ii) 2(87)(ii) 2(87)(ii) 2(87)(ii) 2(87)(ii) 2(87)(ii) 2(87)(ii) 2(87)(ii) 2(87)(ii) 2(87)(ii) 100%

71

2(6) 2(6) 2(6) 2(6) 2(87)(ii) 2(87)(ii) Section Applicable

25% % of 100% 100% 50.00% 38.61% 26.42% shares held shares

OOO Zee CIS Holding LLC OOO Zee CIS Holding build. 40/12, korp.2 st Nizhnyaya Krasnosel’skaya 330, Moscow Russia, 105066 Office Inc Asia Multimedia Distribution Canada East, Toronto, 693 Queen Street M4M1G6 Media Pro Enterprise India Private Limited Media Pro Behind Kuber Chamber, Blue Wave, 7th Floor, Mumbai 400053 Andheri (West), U92412MH2006PTC164446 T 1/6, World Trade Centre Arcade, Centre Trade T 1/6, World Parade, Mumbai 400005 Cuffe U72900MH2011PTC220973 Idea Shop Web & Media Private Limited Idea Shop Web Aplab House, Plot No. A-5, 604 Industrial Estate, Thane 400 Wagale L99999MH1964PLC013018 Associate Companies (Thailand) Co. Limited Asia Today 30,32,34,36,38, K.B.S. Building Unit # 306, 3/ Bangrak, Mahesak Road # 3, Suriyawong, Floor, Bangkok – 10500, Thailand Aplab Limited Name, Address & Name, Address CIN of the Company 19 20 4 3 C 1 2 Sl. No. Note: CIN/GLN Not applicable for overseas subsidiaries Note: CIN/GLN Not applicable for overseas investing in tomorrow in investing extract of annual return annual of extract

72 Annual Report2014-15 i. IV. d-iii d-ii c-ii d-i Sr c-i C B A b d b 1 2 1 a e c a a a f Mutual Funds Institutions Public Shareholding Shareholding Total Promoter Sub-total (A)(2) Bodics Corporate Foreign Sub-total (A)(1) Bodies Corporate Indian Group Promoters &Promoter Shareholder Category of Grand Total A+B+C Custodian ofGDR/ADR Shares heldby Shareholding Total Public Sub-total (B)(2) Others -Trust Others -NRI Others -QFI value above Individuals holdingshares in nominalvalue upto Individuals holdingshares Overseas Bodies Corporate- Bodies Corporate-Indian Sub-total (B)(1) Others -Foreign Bank FIIs Insurance Companies Central Government Banks /FI PERCENTAGE OFTOTAL EQUITY) Categorywise Shareholding SHAREHOLDING PATTERN (EQUITYSHARECAPITAL BREAKUPAS ` ` 1 Lac 1 Lacinnominal

413670212 172266804 172266804 241403408 241403408 958757965 545087753 493343080 460463766 32398465 51744673 17662769 29032540 No ofShares heldatthebeginningof 1817614 2872089 228056 131480 377484 Demat 17515 85850 125 0 Year i.e.April1,2014 1690755 1690755 1668855 Physical 877037 742082 42254 21900 21900 7482 0 0 0 0 0 0 0 0 0 0 0 0 0 413670212 172266804 172266804 241403408 241403408 960448720 546778508 493364980 460485666 32398465 53413528 18404851 29040022 2694651 2872089 270310 131480 377484 17515 85850 Total 125 0 100.00% 43.07% 17.94% 25.13% 56.93% 51.37% 17.94% 25.13% 47.94% 5.56% 3.37% 0.03% 0.28% 0.00% 0.30% 1.92% 0.01% 3.02% 0.00% 0.04% 0.01%

% 0 413670212 172266804 172266804 241403408 241403408 958854299 545184087 500842792 480003430 19849324 44341295 16355117 21813302 1568060 3810983 698250 235937 496846 256755 Demat 95583 No ofShares heldattheendof 500 0 Year i.e.March 31,2015 annexures tothedirectors’ report 1594421 1594421 1572521 Physical 824285 698500 42254 21900 21900 7482 0 0 0 0 0 0 0 0 0 0 0 0 0 413670212 172266804 172266804 241403408 241403408 960448720 546778508 500864692 480025330 19849324 45913816 17053617 21820784 statutory reportsstatutory 2392345 3810983 740504 235937 496846 256755 95583 Total 500 0 100.00% 49.979% 56.93% 52.15% 43.07% 17.94% 25.13% 0.025% 0.052% 0.027% 17.94% 25.13% 4.78% 0.08% 0.25% 0.40% 1.78% 0.01% 2.27% 0.00% 2.07%

% -0.78% change -0.03% -0.14% -0.75% -0.01% 0.00% 0.00% 0.78% 0.05% 0.00% 0.10% 0.00% 0.00% 2.03% 0.05% 0.02% 1.31% % 0 0 0 0 0 0 0

73 % Nil 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 change Capital 43.07% % of Equity 16.20 16.20 pledged/ to Capital Nil % of shares % of shares encumbered encumbered during the Year Shares % Number of 0.00 0.00 0.00 2.39 4.83 413670212 Cumulative shareholding Cumulative shareholding 43.07 10.71 25.13 Nil 300 100 100 Year i.e. March 31, 2015 i.e. March Year

Shares Capital 23000000 46378518 43.07% Number of No of Shares held at the end of the No of Shares 413669912 102888286 241402908 % of Equity 18.02 18.02 Capital NIL pledged/ % of shares % of shares Shares Shareholding at the Shareholding encumbered to encumbered beginning of the year Number of 413670212 % 0.00 0.00 0.00 2.39 4.83 10.71 25.13 43.07

year i.e. April 1, 2014 300 100 100 Shares 23000000 46378518 Shareholding at the beginning of the Shareholding Number of 102888286 241402908 413670212 Name of Promoter Pvt Ltd Sprit Textiles Ltd Essel Infraprojects Investment Pvt. Veena Ltd. Essel Media Ventures Limited Essel International Ltd Essel Holdings Limited Cyquator Media Services Pvt. Ltd. Total At the beginning of the Year in / decrease Date wise increase with reason shareholding At the end of the year Particulars Promoter & Promoter Group shareholding Group & Promoter Promoter Sr 1 2 3 4 5 6 7 Sr ii. Shareholding iii. Change in Promoters investing in tomorrow in investing extract of annual return annual of extract

74 Annual Report2014-15 year endedMarch 31,2015. at theendofyeari.e.March 31,2015ordealtintheEquityShares oftheCompanyduringfinancial Company heldanyEquityShares oftheCompanyeitheratbeginningyeari.e.April1,2014or the Companyare asmentionedherein. NoneoftheotherDirectors /KeyManagerialPersonnelofthe Details ofchangesintheshareholding ofDirectors oftheCompanywhoheld/holdEquityShares of v. 2. 1. Note : iv. Changeinshareholding oftoptenpublicshareholders No ofShares i.e. April1,2014 Shareholding atthebeginning Particulars 40000 Independent Director Lord GulamNoon, 20000 Independent Director Prof RVaidyanathan, Europacific Growth Fund@ @ International Columbia Acorn GrowthOppenheimer International Fund# Equity IndexFund$ Fund, ASeriesofVanguard International Vanguard EmergingMarketsStockIndex Smallcap World Fund,Inc# NP3A-ALL $ Ontario Teachers PensionPlanBoard – New World FundInc$ Vanguard Growth International Fund$ Oppenheimer GlobalFund$ ofSingaporeGovernment $ Goldman Sachs(Singapore) PTE$ Oppenheimer DevelopingMarketsFund$ basis andhencedatewiseincrease/decrease inshareholding isnotindicated @ # $ The shares oftheCompanyare substantially heldindematerialisedformandare tradedonadaily Change inShareholding ofDirectors &KMP denotes top10shareholders onlyasonMarch 31,2015 denotes top10shareholders onlyasonApril1,2014 denotes commontop10shareholders asonApril1,2014andMarch 31,2015 Capital Equity % of

0 0 14.11.14 03.11.14 Date NA 11,800,000 12,420,000 13,096,669 14,003,568 16,762,907 18,715,668 82,290,959 beginning oftheyear 8,312,255 9,270,000 7,298,200 8,197,109 Shareholding atthe Changes Shares (April 1,2014) No of (10000) Shares (5000) No of 0 NA % ofEquity Reason Capital Market annexures tothedirectors’ report 0.87 0.97 1.23 1.29 1.36 1.46 1.75 1.95 8.57 0.00 0.76 0.85 Sale NA Cumulative shareholding 17,800,000 14,434,499 10,974,158 13,557,879 68,716,575 31,171,178 13,478,000 statutory reportsstatutory 8,197,109 9,875,585 3,885,000 3,755,037 8,686,506 Shareholding atthe Shares (March 31,2015) 40000 10000 end oftheyear Shares No of 5000 No of % ofEquity % ofEquity Capital Capital

3.25 1.40 0.85 1.03 0.40 1.85 0.39 1.50 1.14 1.41 0.90 7.15

0 0 0

75

------4 16 16 10 14 12 12 5.83 3.72 Total Total

76.90 86.45 Amount in Million) in Million) ` ` ( ( Indebtedness ------0 0.04 35.68 35.72 Deposits Chairman) ------Subodh Kumar (Executive Vice Loans

- - - - Unsecured 5.79 3.72 50.73 41.22 - - - - & CEO) -4 12 12 16 16 10 14 1,212 Million ` Name of MD/WTD/Manager Punit Goenka deposits* excluding (Managing Director 10% of Profits as per Section 198 of Companies Act, 10% of Profits 2013 is Secured Loans Secured

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL REMUNERATION and/or Manager Whole-time Directors Remuneration to Managing Director, Indebtedness at the end of the financial year Principal Amount due but not paid Interest accrued but not due Interest Total Indebtedness at the beginning Indebtedness at the beginning of the financial year Principal Amount Due but not paid; Interest accrued but not due Interest Total year Change in Indebtedness during the financial Addition Reduction Net Change Total (A) Total Ceiling as per the Act Gross salary (As per Income tax act) Gross Salary Perquisites in lieu of salary Profits Stock Option Sweat Equity and/or otherwise) Commission (as % of profit Fund) Others (Contribution to Provident Particulars of Remuneration INDEBTEDNESS V. but not due outstanding/accrued Company including interest Indebtedness of the for payment * represents Car financing loans * represents VI. A. investing in tomorrow in investing extract of annual return annual of extract

76 Annual Report2014-15 Date: May21,2015 Place: Mumbai VII. Table Aabove Note: Fordetailsofremuneration ofCEOrefer remuneration detailsofMr. PunitGoenkamentionedin C. B. Particulars ofRemuneration Name ofDirectors Total Others (ContributiontoProvident Fund) Commission (as%ofprofit orotherwise) Sweat Equity Stock Option Profits inlieuofsalary Perquisites Salary Gross salary(AsperIncomeTax Act) Overall CeilingasperAct Grand Total Total Mr. AshokKurien Dr. SubhashChandra Non-Executive Directors Total Prof (Mrs.)NeharikaVohra Prof SunilSharma Prof RVaidyanathan Lord GulamNoon Independent Directors PROVISIONS OFCOMPANIES ACT: PENALTIES /PUNISHMENT/COMPOUNDINGOFOFFENCESUNDER Remuneration toKeyManagerialPersonnelotherthan Remuneration tootherdirectors: 2013 is 1% ofNetProfits asperSection198oftheCompaniesAct, Sitting Fees None ` 1.00 0.30 0.22 0.08 0.70 0.14 0.28 0.26 0.02 121 Million For andonbehalfoftheBoard ofDirectors Commission 12.00 4.00 2.00 2.00 8.00 2.00 2.00 2.00 2.00 12.93 12.18 Key ManagerialPersonnel CFO annexures tothedirectors’ report 0.71 0.04 MD - - - - Managing Director &CEO /Manager/ Company statutory reportsstatutory Secretary Others 14.96 14.26 0.66 0.04 WTD: Punit Goenka - - - - Sunil Sharma ( ( ` ` inMillion) inMillion) Director 13.00 27.89 26.44 Total 4.30 2.22 2.08 8.70 2.14 2.28 2.26 2.02 Total 1.37 0.08 - - - -

77 NA NA NA NA NA NA tax 0.29 0.42 0.11 0.12 % of Net Profit before before % of Net Profit NA NA NA NA NA NA 0.09 0.14 0.03 0.04 against Company’s performance against Company’s % of Turnover Comparison of remuneration of each KMP Comparison of remuneration NA NA 3:1 3:1 3:1 3:1 3:1 3:1 49:1 99:1 Remuneration to Ratio of Director’s Ratio of Director’s median remuneration Nil Nil Nil Nil Nil Nil Nil 11 13 11 9% 31, 2015) 2121 (As at March of 11% during the year was in line with the market The average increment Company performance, reflects that remuneration to ensure In order trend. the performance incentive is also linked to organization performance, apart individual performance. from & Key Managerial of Executive Directors remuneration The aggregate tax) (before Personnel was 0.30% of turnover and 0.94% of Net Profit during financial year Disclosure % increase in % increase Remuneration

2.00 2.00 2.00 2.00 2.00 2.00 35.72 50.73 12.93 14.96 in Million) ` ( #Remuneration Requirement The explanation on the relationship between average increase in between average increase The explanation on the relationship performance and Company’s remuneration of the key managerial personnel against Comparison of the remuneration the performance of the Company (Standalone) The Percentage increase in median remuneration of employees in FY in median remuneration increase The Percentage of the Company Number of permanent employees on the rolls Remuneration of each Director and Key Managerial Personnel (KMP) along with particulars of increase in remuneration during the during the in remuneration with particulars of increase and Key Managerial Personnel (KMP) along Director Remuneration of each financial year, ratio of remuneration of Directors to the Median remuneration of employees and comparison of remuneration of each KMP of remuneration of employees and comparison to the Median of Directors remuneration ratio of financial year, standalone performance: against Company’s 3 4 1 2 Punit Goenka Key Managerial Personnel Mihir Modi M Lakshminarayanan R Vaidyanathan* Gulam Noon Sunil Sharma Neharika Vohra Executive Directors Subodh Kumar Non-Executive Directors Subhash Chandra Ashok Kurien Sr Name of Director/ Key Name of Director/ Managerial Personnel * Resigned as Independent Director as at close of March 31, 2015 March as at close of * Resigned as Independent Director # Non-Executive Directors remuneration represents Commission & excludes Sitting Fees Commission & excludes represents remuneration # Non-Executive Directors The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial and Remuneration of Managerial with rule 5(1) of the Companies (Appointment 197 of the Act read under Section The information required below: given are Personnel) Rules, 2014 A. PARTICULARS OF REMUNERATION OF EMPLOYEES OF REMUNERATION PARTICULARS Rules, 2014} Remuneration of Managerial Personnel) Rule 5 of Companies (Appointment and with 197 read {Pursuant to Section investing in tomorrow in investing annexures to the directors’ report directors’ the to annexures

78 Annual Report2014-15 1. B. No. Sr. Sr 12 11 10 9 8 7 6 5 4 3 2 1 10 9 8 7 Equity Share held and issuance of shares by other entities in consideration of demerger of business undertaking from theCompany as per various Schemes. may benotedthatnoadjustmenthasbeenmadeonaccountofissuanceBonusPreference Shares inratioof1:21i.e.21BonusPreference Shares for1 * IPOforEquityShares offacevalue 6 5 Employed throughout theyearand inreceipt ofremuneration aggregating Particulars ofEmployeeswhoseremunerations exceeded Name the Companyincomparisontorateatwhichcameout Percentage increase ordecrease inthemarketquotationsofshares of as attheclosingdateofcurrent andprevious financialyear Variations inthemarketcapitalizationofCompany, ratio priceearning Sanjoy Chatterjee Punit Goenka Anil Anand Siju Prabhakaran Shekhar Kadav Priyanka Datta Mehul Shah Gunjarav Nayak Sachin Rumde Anjana Kshetry Rajneesh Gupta Hitesh Vakil Company Affirmation thatthe remuneration isasper the remuneration policyofthe highest paiddirector duringtheyear employees whoare notdirectors butreceive remuneration inexcessofthe The ratiooftheremuneration ofthehighestpaidDirector tothatofthe Directors Key parametersforanyvariablecomponentofremuneration availedbythe circumstances forincrease inthemanagerial remuneration and justificationthereof andpointoutifthere are any exceptional comparison withthepercentile increase inthemanagerialremuneration other thanthemanagerialpersonnelinlastfinancialyearandits Average percentile increase already madeinthesalariesofemployees with thelastpublicoffer Requirement Age 38 39 49 41 55 48 40 52 41 52 43 44 Designation Cluster Head-Sales Managing Director &CEO Head -Talent ArtistRepertoire Business Head,ZeeKannada Head -InformationTechnology GEC Cluster Head,Zindagi&FTA Hindi Accounts Head -CorporateFinance& National Head-Sales Head -Operations Head -BrandSolutions,ZeeDigital National Head-Sales CEO -ServiceExcellenceUnit ` 10eachwas@ ` 30pershare. Thevalueisadjustedforsub-divisionin1999&1:1Bonusdeclared in2010.It Remuneration ` 60Lacsperannumor 10,645,966 50,734,885 12,356,685 21,078,515 8,004,248 9,704,440 9,500,461 8,097,987 9,479,152 7,177,712 7,430,220 8,056,808 Total ( ` ) Qualification B COM(HONS) B.COM B COM,PGDMarketing B TECH,MBAMarketing B.COM MA M.COM, C.A.,MFM B COM,PGDBM BE, MMS Communication B COM,PGD-Social B.COM., MBA. B.COM, ACA. Disclosure the yearwas5.5% was 11%,whiletheaverageincrease inmanagerialremuneration during The averageannualincrease inthesalariesofemployeesduringyear policy oftheCompany. The Companyaffirms thatthe remuneration isasperthe remuneration Not Applicable performance oftheCompany The variablecomponentofremuneration ofDirectors isbasedon ` 60 lacsormore perannum. Particulars Change % Change% 10.09.93* ` 31.03.15 31.03.14 31.03.15 5LacspermonthduringFY2014-15 Exp in Yrs 24 17 31 16 27 21 19 16 15 26 17 31 Market Capitalization Date ofJoining 20-Nov-2000 27-Sep-2004 23-Feb-1998 11-Mar-2002 25-Apr-2005 1-May-2002 1-Sep-2001 1-Aug-1998 1-Jun-2000 1-Oct-1995 1-Apr-1998 7-Apr-2000 (Rs inMio) annexures tothedirectors’ report 260,618 328,233 341.70 22680 1.50 BSE Set IndiaPvtLtd ASC EnterpriseLtd. Reliance IndustriesLtd. UTV Software CommunicationLtd. Freelancer Sab TVNetworkPvt.Ltd. Biopac IndiaCorpLtd. Sai ServiceStationLtd. Nil Modi EntertainmentNetwork Nil &ToesTips Cosmetics 26 statutory reportsstatutory Closing MarketPrice Price Earning ratio Price Earning Last Employment 341.75 22683 1.50 29.2 39.4 NSE 35

79 Last Employment ITF Godrej(Gilac) Wizcraft Mumbai Municipal Greater Corporation Vivaki Viacom 18 Pvt. Ltd. Bennette Coleman & Co. Ltd Star India Pvt. Ltd. BPL Power Projects Star India Pvt. Ltd. Star India Pvt. Ltd. Miditech UTV Modi Enterprises Starcom Shamal Media Services Sharjha UAE Communications Tata Zoom Entertainment Ltd Real Global Broadcasting Comms Aurora Ltd Infomedia Tata Jindal India Ltd. Saregama Krimson Media Services Pvt. Ltd. & Digit 9 Viacom 18 Pvt. Ltd. Buildworth Pvt. Ltd Mukta Art Ltd Times Business Solutions Ltd. Hathway Cable & Datacom Ltd. 1-Oct-2007 2-Jan-2008 1-Jun-2005 5-Mar-2014 1-Feb-2013 1-Feb-2014 5-Feb-2007 7-Feb-2008 5-Aug-2010 1-Sep-2011 9-Aug-2010 2-Sep-2013 5-Sep-2008 3-Sep-2010 30-Jul-2012 9-May-1995 15-Apr-2013 11-Jan-2006 19-Jan-2006 10-Jun-2004 19-Mar-2014 25-Mar-2008 20-Feb-2006 10-Feb-2014 18-Feb-2010 17-Aug-2007 23-Nov-2007 26-Dec-2000 Date of Joining 8 19 14 21 15 17 22 24 20 29 18 13 38 20 13 27 21 32 14 17 15 11 24 18 22 23 13 22 Yrs Exp in MMM BSC., PGDBA MPM PGDBM PGDMBM -Marketing MASS COM B.COM. & LLB B.COM/MBA MCA PGDMM - Marketing & Sales Management CA/MBA BSC M.Sc in Physics MBA PG Marketing B.SC, DMM B.COM, LLB B.COM, ACS 2nd Mates License In Nautical Sciences BCOM BA BE, MMS BSC, MBA B.E,PGDMM BA PGD ADVT & PR MBA B.COM B COM, CA Qualification ) ` Total ( Total 6,997,190 6,409,440 6,053,541 7,112,500 6,658,828 9,975,674 8,473,624 7,855,977 9,405,785 9,825,230 6,633,949 8,600,889 9,252,723 8,165,756 6,201,196 12,759,784 12,925,880 35,724,596 10,790,695 23,853,276 11,616,942 10,291,709 14,411,529 20,315,449 14,961,486 10,176,122 12,136,296 12,898,147 Remuneration Head - Non Fiction Programming, Head - Non Fiction Programming, & TV Head - Regional Accounts (East) – Strategy & Planning, President International Business Chief Knowledge Officer National Head - Channel Placement Chief Finance & Strategy Officer Senior Vice President Executive Vice Chairman Cluster Head - Sales Business Head, & TV Business Head, APAC CRO - International Ad Sales & Head - Global Syndication Business Head, Ditto Deputy Business Head, Zing & ETC Music Cluster Head - Regional Business National Head - Sales Business Head, Zee Bangla & Zee Bangla Cinema Chief People Officer Cluster Head - Sales National Head - Sales Cluster Head - Sales Planning, Cluster Head - Sales Planning, Strategy & Solutions - Ad Sales Chief Revenue Officer & Chief Complaince Officer Company Secretary & Zee Cluster Head, Niche Channels Music Company Café & Deputy Business Head, Zee Zee Studio Zee TV Head - Fiction Programming, Head - Consumer Insights Head - Corporate Brand Designation 38 54 51 48 54 38 39 63 50 37 43 45 43 36 48 42 38 45 36 40 47 46 52 37 42 52 36 50 Age Subodh Kumar Mona Jain Rajesh Iyer Rajeev Kheror Debashish Ghosh Alok Govil Mihir Modi Namit Sharma Vijay Sanil Pankaj Mehra Sunanda Gupta Jenna R. K. Agarwal Manoj Padmanabhan Vishnu Shankar Sharada Sunder Monali Ghosh Samrat Ghosh Rajendra Kumar Mehta Charu Singh Mangesh Kulkarni Roland Landers Sushruta Samanta Sunita Uchil Ashish Sehgal M Lakshminarayanan Anurag Bedi Syed Ali Zainul Abedeen Zaidi Laxmi Shetty Name 40 41 42 35 36 37 38 39 31 32 33 34 24 25 27 28 29 30 18 19 20 21 22 14 15 16 17 13 Sr. Sr. No. investing in tomorrow in investing annexures to the directors’ report directors’ the to annexures

80 2. Annual Report2014-15 Date: May21,2015 Place: Mumbai Notes : No. Sr. 17 16 15 14 13 12 11 10 9 8 7 6 5 4 3 2 1 Employed forpartoftheyearandinreceipt ofremuneration aggregating Rs.5lacsormore permonth Name Akash Chawla Indranil Aikat Anil MohanSankhdhar Romil Ramgarhia Kalyansundaram Jayaraman Rahul Agarwal Piyush Sharma Darius Maneckji Sunil Buch Monojit Indra Anil Lale Harish Goyal Bajaj Vikas Subramanyam Kotteda Pradeep Hejmadi Atul Das Bharat Ranga 3. 2. 1. Remuneration includesSalary, Allowances,Company’s ContributiontoProvident Fund,MedicalBenefits,Leave Travel Allowance&OtherPerquisites andbenefitsvaluedonthe None oftheemployees,exceptMr. PunitGoenkaare related toanyoftheDirectors. All appointmentsare contractualandterminablebynoticeoneitherside. basis oftheprovisions ofIncomeTax Act,1961. Age 37 40 41 34 53 47 37 38 51 43 35 45 42 47 42 47 46 Designation Executive Vice PresidentExecutive Vice -Marketing Distribution Head PresidentVice -Production Chief Commercial Officer President -Distribution Chief Pilot PresidentExecutive Vice Cluster National Head-Sales,English Chief BusinessOfficer Chief Commercial Officer Group GeneralCounsel CEO -Africas Operations Head -AudienceStrategy& Cluster Head-Sales Business Head,ZeeTV Chief CorporateDevelopmentOfficer Chief Creative &ContentOfficer Remuneration 21,562,049 49,242,172 3,286,778 7,057,556 2,381,048 2,084,317 3,026,541 3,400,313 3,441,386 6,337,380 4,379,099 3,628,523 9,107,275 5,913,999 5,995,958 4,605,178 Total (Rs.) 655,320 BA CA CA MBA MBA P.G Diploma MMS B.SC, PGDM BA, LLB TradeMaster InInternational MBA MBA B.SC (Physics) B.COM., M.M.S. B.COM, M.B.A B.COM, MMS PGDTM Qualification Exp in 17 19 30 19 11 13 21 15 12 21 18 23 21 22 26 13 18 For andonbehalfoftheBoard ofDirectors Yrs Date ofJoining 29-Sep-1998 4-Mar-1998 23-May-05 12-Dec-14 12-Sep-13 26-Aug-14 12-Mar-13 10-Mar-15 16-Oct-13 15-Jan-14 3-Nov-14 3-Nov-14 8-Aug-14 1-Aug-14 6-Aug-14 1-Apr-13 1-Jul-14 annexures tothedirectors’ report Taj Television Limited,Dubai Pvt.Ltd. Viacom18 Hathway Cable&DatacomLtd. Bjets Emm Burda International TelevisionTimes Network Reliance Commuincations Marico Limited 18Pvt.Ltd. Viacom Acme Group Allianz GlobalAssistance Maa TV TAM MediaResearch PvtLtd. Lloyds Securities Modi Korea Telecommunication S-Group TAM Samsung IndiaElectronics Pvt.Ltd Managing Director &CEO statutory reportsstatutory Punit Goenka Sunil Sharma Last Employment Director

81 Not Applicable to the Not Applicable to the Company Zee Entertainment Enterprises Limited Zee Entertainment (hereinafter called the Company). Secretarial Audit was called the Company). Secretarial (hereinafter Not Applicable to the Company during the Audit Period; Not Applicable to the Company during the Audit period; and The Securities and Exchange Board of India (Employee Stock Option Scheme and The Securities and Exchange Board of India (Issue and Listing of Debt Securities) The Securities and Exchange Board Transfer of India (Registrars to an Issue and Share The Securities and Exchange Board Regulations, of India (Delisting of Equity Shares) The Securities and Exchange Board The Securities and Exchange Board of India (Substantial Acquisition of Shares and of India (Substantial Acquisition of Shares The Securities and Exchange Board of Insider Trading) of India (Prohibition The Securities and Exchange Board of India (Issue of Capital and The Securities and Exchange Board Regulations, 2009; - Requirements) Disclosure during the Audit Period Scheme) Guidelines, 1999 - Employee Stock Purchase Company during the Audit Period; Regulations, 2008 - the Companies Act and dealing with client; Agents)Regulations, 1993 regarding 2009 - Takeovers)Regulations, 2011; Takeovers)Regulations, Regulations, 1992;

d. e. f. g. The Companies Act, 2013 (the Act) and the Rules made thereunder; The Companies Act, 2013 (the Act) and and the Rules made 1956 (‘SCRA’) The Securities Contracts (Regulation) Act, The Depositories Act, 1996 and the Regulations & Bye-laws framed thereunder; Exchange Management Act, 1999 (FEMA) & the Rules and Regulations made Foreign under the Securities and Exchange The following Regulations and Guidelines prescribed a. b. c. thereunder; Investment and Investment, Overseas Direct Direct to the extent of Foreign thereunder Borrowings; External Commercial of India Act, 1992 (‘SEBI Act’):- Board

processes and compliance-mechanism in place to the extent, in the manner and subject to and compliance-mechanism in place to the extent, in the manner and subject processes made hereinafter: the reporting records filed and other books, forms and returns I have examined the books, papers, minute to 2015 according year ended on 31st March, maintained by the Company for the financial of: the provisions I. II. III. IV. V. To, The Members of Limited Zee Entertainment Enterprises Continental Building A.B.Road. Worli 135, Dr. Mumbai-400 017. provisions Audit of the compliance of applicable statutory Secretarial I have conducted the practices by to good corporate and the adherence (CIN: L92132MH1982PLC028767) evaluating the corporate basis for me a reasonable conducted in a manner that provided my opinion thereon. conducts/statutory compliances and expressing returns and books, papers, minute books, forms Based on my verification of the Company’s by the information provided maintained by the Company and also records filed and other conduct of during the representatives agents and authorized its officers, the Company, that in my opinion, during the audit period covering the report audit, I hereby secretarial 2015 (‘Audit Period’), the Company has, complied with financial year ended on 31st March, Board- has proper and also that the Company listed hereunder the statutory provisions

investing in tomorrow in investing

(For the Financial Year ended 31 March 2015) ended 31 March Year (For the Financial secretarial audit report audit secretarial

82 Annual Report2014-15 Date :May21, 2015 Place :Mumbai VI. Company: Shares (ClassA)ofRe1eachtoshareholders ofDiligentMediaCorporationLimited. and allotted22,273,886-6% Non-Cumulative RedeemableNon-ConvertiblePreference As perthetermsofScheme, theCompanyhadonSeptember26,2014,issued approved byHon’bleBombayHighCourtvideorder passedonSeptember12,2014. Undertaking ofDiligentMediaCorporationLimitedunderaScheme ofArrangement compliance withapplicablelaws,rules,regulations andguidelines. commensurate withthesizeandoperationsofCompany tomonitorandensure I furtherreport that: subject toreview bytheStatutory Auditorsandotherdesignatedprofessionals. Tax lawsbytheCompanyhasnotbeenreviewed inthisAuditsincethesamehasbeen as mentionedhereinabove. provisions oftheAct,Rules, Regulations,Guidelines,Standards, ListingAgreements etc provided bythemanagement, IconfirmthattheCompanyhascompliedwith I furtherreport thatduringtheAuditperiod,Companyhadacquired MediaBusiness I furtherreport thatthere are adequate systemsandprocesses inthe Company -  -  -  I furtherreport thatcomplianceof applicablefinanciallawsincludingDirect andIndirect During theAuditperiodunderreview and asperrepresentations andclarifications ii) i) I havealsoexaminedcompliancewiththeapplicableclausesoffollowing: (v) (iv) (iii) (ii) (i) The Companyhasidentifiedthefollowinglawsasspecificallyapplicableto h. National StockExchangeofIndiaLimited. notified hencenotapplicabletotheCompanyduringauditperiod Addressable CableTelevision Systems)Regulations,2012. and (Amendment) Regulations,2013issuedbyTelecom RegulatoryAuthorityofIndia; Broadcasting; 1998 - in minutes,were takenunanimously. Decisions attheBoard Meetings,asrepresented bythemanagementandrecorded before themeetingandformeaningfulparticipationatmeeting. seeking andobtainingfurtherinformationclarifications on theagendaitems and detailednotesonagendawere sent inadvance,andasystemexistsfor Adequate noticewasgiventoalldirectors toscheduletheBoard Meetings.Agenda under review were carriedoutincompliancewiththeprovisions oftheAct. changes inthecompositionofBoard ofDirectors thattookplaceduringtheyear of ExecutiveDirectors, Non-Executive Directors andIndependentDirectors. The The Board ofDirectors oftheCompanyisdulyconstitutedwithproper balance The ListingAgreements entered intobytheCompanywithBSELimitedand Secretarial Standards issuedbyTheInstituteofCompanySecretaries ofIndia.- The Telecommunication (Broadcasting andCableServices)Interconnection (Digital Standards ofQualityService(DurationAdvertisementsinTelevision Channels) Intellectual Property Rightsrelated laws; The CableTelevision Network(Regulations)Act,1995andrulesframedthereunder; Uplinking /downlinkingpolicy/guidelinesissuedbyMinistryofInformationand The SecuritiesandExchangeBoard ofIndia(BuybackSecurities)Regulations, Not applicabletotheCompanyduringAuditperiod.

statutory reportsstatutory secretarial auditreport CS SatishK.Shah FCS1313/CP3142 Not

83 Punit Goenka & CEO Managing Director Mumbai, May 21, 2015 DECLARATION and Senior Management Personnel of the all Directors I confirm that the Company has obtained from and of compliance with the Code of Conduct for Members of the Board Company their affirmation 31, 2015. Senior Management of the Company for the financial year ended March and Companies Act, 2013, Board of Directors of the Company has approved various has approved of the Company of Directors and Companies Act, 2013, Board policies, as detailed herein: Whistle Blower & Vigil Mechanism Policy 2013 and Clause 49 of the Listing Agreement, As per Section 177 of the Companies Act, and Whistle Blower and Vigil Policy has been approved Mechanism a comprehensive policy enables the employees and directors implemented within the organization. The instances of any unethical act or suspected incidents of fraud or violation of to report This Policy (copy of which is uploaded on the Companies Code of conduct or ethics policy. or victimization. reprisals whistleblowers from website of the Company) safeguards Code of Conduct of The Company has also adopted a Code of Conduct for the Members of the Board and senior functionaries as defined in and Senior Management and all the Directors Directors their annual confirmation of compliance with the Code. Copy of the Code the Code provide Besides the Code, the is available on the website of the Company www.zeetelevision.com. place, applicable to all employees. Company has also put in place a policy on Ethics at Work compliance with the Code of Conduct by the Members of the Board A declaration affirming and Senior Management Personnel is given below COMPANY’S GOVERNANCE PHILOSOPHY GOVERNANCE COMPANY’S played by the Board critical role the The convergence of governance fore practices brings to the governance effective and governance framework enjoins higher level of transparency to ensure of all stakeholders. long term interests and to protect to enhance the competitiveness standards at Zee Entertainment deal of importance Corporate Governance, which assumes great stakeholders. for all its consistent value creation is intended to ensure Enterprises Limited (ZEE), of enforcement and governance adherence ZEE believes that the practices must ensure Corporate Governancethe sound principles of objectives of fairness, with the transparency, of the management while facilitating effective accountability, trusteeship and professionalism, to achieve and maintain is committed in operations. The Board businesses and efficiency of Corporate Governance has approved on an ongoing basis. ZEE Board highest standards Corporate Governance Manual, containing guidelinesand implemented a comprehensive an effective which provide the policies and processes, covering decision making, authority levels, an effective realizing the need to ensure and flexible governance framework in the Company and accountability as the hallmark. mechanism of checks and balances with transparency POLICIES SEBI regulations Agreement, of Clause 49 of the Listing In compliance with the requirements

investing in tomorrow in investing

corporate governance corporate report onreport

84 Annual Report2014-15 detailed presentation covering and approval ofquarterlyandannual financialstatementsoftheCompanyare takenup through inductionprograms atthetimeoftheirappointmentasDirectors. Whilereview Company aswellwiththenature of industry andbusinessmodeloftheCompany Independent Directors are familiarizedwiththeirroles, rightsandresponsibilities inthe Familiarisation Program forIndependent Directors Officer forthepurposeof Fair Disclosure policy Finance &StrategyOfficer ofthe CompanyhasbeenappointedasChiefInvestorRelations is Complianceofficer forthepurposesofInsider Trading Code,whileMr. MihirModi,Chief Mr. MLakshminarayanan,ChiefComplianceOfficer &CompanySecretary oftheCompany Fair Disclosure ofUnpublishedPriceSensitiveInformation. the Companybydesignatedpersonsincompliancewithregulations; and(ii)aPolicyfor formulated andapproved (i)anInsiderTrading Codetoregulate dealinginthesecuritiesof In accordance withSEBI(Prohibition ofInsiderTrading) Regulations,2015,theCompanyhas Policies &CodeasperSEBIInsiderTrading Regulations www.zeetelevision.com entered intobytheCompany. ThesaidRelatedPartyTransaction Policycanbeviewedon management toreport andseekapproval foranyRelatedPartyTransaction proposed tobe Directors oftheCompanyhasapproved aRelatedPartyTransaction Policy, tofacilitate In compliancewiththerequirements ofClause49theListingAgreement, theBoard of Related PartyTransaction Policy detailed above held duringtheFinancialyear 2014-15 andalsotheirotherDirectorships/ Particulars ofDirectors, theirattendanceattheAnnualGeneral MeetingandBoard Meetings determined atthebeginningof eachfinancialyear. January 21,2015andMarch 12,2015.Theannualcalendarof meetingsisbroadly May 21,2014,June4,July 18,2014,September26,October17, During thefinancialyearunder review, 7(seven)meetingsoftheBoard were heldon Composition oftheBoard asatthecloseofMarch 31,2015 2013 andClause49. conditions oftheirbeingindependentaslaiddowninSection149(6)theCompaniesAct, provide appropriate annualcertificationstotheBoard confirmingsatisfactionofthe with Clause49(II)(A)oftheListingAgreements. IndependentDirectors oftheCompany ensure independentfunctioning andthecurrent compositionoftheBoard isinconformity ZEE hasabalancedBoard with combination ofExecutiveandNon-ExecutiveDirectors to Composition andCategoryofDirectors BOARD OFDIRECTORS the Board. developments, strategyandperformanceofindividualchannels/profit centres ismadeto Category ofDirectors Total Other Non-ExecutiveDirectors Non-Executive IndependentDirectors Executive Director(s) inter alia economyandindustryoverview, keyregulatory Directors report oncorporategovernance No of 8 2 4 2

statutory reportsstatutory total noofDirectors Percentage to

100% 25% 50% 25%

85 - - - - 1 1 1 Chairman - - - - - 3 2 1 No of Committee Member public companies as positions held in other positions held in other ------4 1

Chairman - - - - 3 1 6 6 companies as in other public Member No of Directorship No No No No No Yes Yes Yes AGM nd held on 18.07.14 32 4 6 6 7 1 7 6 6 (Total 7 (Total Attendance at Meetings) Board Meeting Board 65, is one of the Founder-Promoter and Non- Executive Director, and Non- Executive Director, 65, is one of the Founder-Promoter

Subhash Chandra Ashok Kurien Executive Director Subodh Kumar Punit Goenka Non-Executive Independent Director Gulam Noon R. Vaidyanathan* Sunil Sharma Neharika Vohra Promoter Non-Executive Director Name of Director associated with the Company since its inception. Mr. Kurien has been in the business of associated with the Company since its inception. Mr. building brands for over 35 years, particularly in the fields of media and communications. Ashok Kurien has the keen eye of driving start-ups in emerging businesses An early bird, he PR and dot coms, where DTH, Lottery, and guiding them to size and scale, such as TV, Kurien, a well known success stories. Mr. which have been resounding invested and mentored, personality in the Advertising world, founded Ambience Advertising, one of most formidable and was later sold to powerhouse in its first decade. Ambience has come a long way, creative he assists their As a special advisor to the US $ 7 billion Publicis Groupe, the Publicis Groupe. of various business ventures mergers and acquisitions for India. He is founder and promoter Public Relations agencies; Livinguard top-three including Hanmer & Partners, one of India’s * Resigned as an Independent Director from the Board as at the close of March 31, 2015. as at the close of March the Board from * Resigned as an Independent Director Procedure Board agenda. The Board governed by a structured Meetings of the Company are The Board of the Company at and Corporate office generally held at the Registered meetings are in consultation with Chairman, and the Managing Director Mumbai. The Company Secretary meetings. All major agenda items, finalizes the agenda of the Board & Chief Executive Officer sent well in advance information, are background and comprehensive backed up by relevant members to take informed decision. meeting(s) to enable the Board of the date of the Board in consultation with the Chairman, bring up any matter at the Member may, Any Board time invited from Senior management personnel are meeting for consideration by the Board. issues or provide on relevant presentations meetings to make requisite to time to the Board necessary insights into the operations / working of the Company and corporate strategies. laws and of various Compliance Reports in respect periodically reviews The Board applicable to the Company. regulations at the of the Company to be appointed/re-appointed of the Directors Brief profile Annual General Meeting Ashok Kurien, Mr. Chairmanship held in Indian Public Companies and Membership/Chairmanship of various Indian Public Companies and Membership/Chairmanship Chairmanship held in as under: 31, 2015 are Public Companies as at March Committees of other Indian Board investing in tomorrow in investing report on corporate governance on corporate report

86 Annual Report2014-15 As onMarch 31,2015,Mr. Manish Chokhanidoesnothold any securitiesintheCompany. Independent Director. Shoppers Stop(leadingretailer) andLaxmiOrganic(IFCinvestee chemicalcompany)asan as itsChairmanandisontheboard ofWestlife Development(McDonaldsIndialicensee), Apart from AxisandEnam,Mr. ManishChokhaniisassociatedwithTPGGrowth India Board aswellscholarshippanelsofLondonBusinessSchool. Alumni been avisitingfacultymemberatIIM-Kolkataandhasalsoserved ontheInternational Capital MarketsCommitteeattheIndianMerchants Chamber. Mr. ManishChokhanihas of theAllIndiaManagementAssociationandhasservedthree termsasCo-Chairmanofthe Mr. ManishChokhaniisanactivememberoftheYoung Presidents OrganizationandaFellow held thepositionofMD&CEOuntilNovember2013. led Enam’s $400millionmergerwithAxis Banktocreate AxisCapitalLtd.(ACL) wherein he in thefinancialmarkets1990, rose tobecomeMD&CEOofEnamSecuritiesandin2011 School, isoneofIndia’s mostrespected investorsandfinancialexperts.Hestarted hiscareer Mr. ManishChokhani, As onMarch 31,2015,Mr. PunitGoenkadoesnotholdanysecuritiesintheCompany. Broadcasting Foundation. 8 Companiesviz.AdhikaarFoundation,Broadcast AudienceResearch CouncilandIndian including ZeeSportsLtd,Turner Ltd,Prozone IntuProperties Limitedand3Section Apart from theCompanyMr. PunitGoenkaisDirector on3otherPublicLimited Companies of digitisationandthegrowth ofnewmedia. speaker, where heshared histhoughtsonthechangingIndianbroadcast industryandtherole gathering atMarchedeProgrammes Internationale Communications(MIPCOM)asakeynote and Broadcast AudienceResearch Council.PunithasalsobeenthefirstIndian,toaddress the Mr. PunitGoenka hasplayedacrucialrole intheIndustry’s paradigmshifttowards digitization to over959millionviewers.BeinganactivememberoftheIndianBroadcasting Foundation, responsible forexpanding the company’s globalpresence across 169countries,anditsreach led thecompanytolaunchnation’s firsteverOverthe Top Television Platform.Punitisalso during Punit’s tenure. Hisfuturisticvisionandsharpacumeninthenewmediadomain,has Award 2013forExcellenceinMedia,are someofthemanysuchawards baggedbyZEEL Dun &Bradstreet –RoltaCorporate Award, BusinessworldInfocomICTAward, IMCFusion achieved scores ofmilestones andprestigious awards, elevatingthebrandtoa globalcadre. performance andindrivingthecompanytowards itssetgoals.Underhisleadership,ZEELhas Ltd. (ZEEL),Mr. PunitGoenkahasbeenextremely successfulinenhancingthecompany’s Being theManagingDirector andChiefExecutiveOfficer ofZeeEntertainmentEnterprises business interests inmedia&entertainment,infrastructure, andotherleading sectors. background, startedhiscareer withEsselGroup, avibrantconglomeratewithdiversified Mr. PunitGoenka, not holdanysecuritiesintheCompanyasonMarch 31,2015. Apart from theCompany, Mr. Kurienholdsdirectorship inDishTVIndiaLtd.Mr. Kuriendoes NGOs andsocialserviceorganizations. the ground. Hebelievesincommitmenttosocietyandisinvolvedwithanumberofcharities, Despite thegreat heightshe’s achievedinthiscareer, Mr. Kurienhashisfeetfirmly rooted to Technologies, theworld’s ventures. 1stself-disinfectingtextiles,aswellafewotherinternet 40,ayounganddynamicprofessional withastrong entrepreneurial 48,aChartered AccountantandMBAfrom LondonBusiness report oncorporategovernance statutory reportsstatutory

87 2 NA NA NA NA 2/2 2/2 2/2 Committee Responsibility Corporate Social 4 NA NA NA NA NA 4/4 4/4 Grievance Committee Stakeholders 1 Nil NA NA NA NA 1/1 1/1 Committee Nomination & Remuneration reviews:

6 NA NA NA NA 5/6 6/6 6/6 Audit inter alia Committee Audit Committee internal controls, reliability of financial statements/other management information, adequacyinternal reliability controls, scientifically carried and appropriate for liabilities and whether the audit tests are of provisions and size of operations; business current with Company’s out in accordance such transactions including any subsequent modifications thereto; approves Internal Auditors and Chief Financial Officer. Auditor, Internal Audit reports, risk management policies and reports on internal control system; on internal control risk management policies and reports Internal Audit reports, of vital concern ofDiscusses the larger issues that are to the Company including adequacy parties and into by the Company with related to be entered proposed Transactions Functioning of Whistle Blower & Vigil Mechanism Policy; and payable to the Statutory for appointment and remuneration Recommends proposals Accounting and financial reporting process of the Company; reporting process Accounting and financial results; Audited and Un-audited financial

No of Meetings held attendance Directors Kumar Subodh Mr. Punit Goenka Mr. Ashok Kurien Mr. R Vaidyanathan Prof Gulam Noon Lord Sunil Sharma Prof Neharika Vohra Prof 149 read with Schedule IV of the Companies Act, 2013, the Independent Directors of the with Schedule IV of the Companies Act, 2013, the Independent Directors 149 read the Chairman and other Non performance of 12, 2015 to review Company met on March flow of information and review evaluate performance of the Board Independent Directors, between the management and the Board. as mentioned herein: Committees are Details of Board a) Constitution (3) Directors of three comprised 31, 2015, the Audit Committee of the Board As at March Sunil Sharma, Prof. as Chairman and Independent Director R Vaidyanathan, including Prof. as its Members. Ashok Kurien, Non-Executive Director and Mr. Independent Director 2015, 31, as at the close of March R Vaidyanathan of Prof Consequent to resignation and as an on the Board Mr Manish Chokhani was appointed as an Independent Director April 1, 2015. from additional member of the Committee with effect held on May 21, six (6) meetings of the Audit Committee were During the year under review, and March 2014, July 18, 2014, September 26, 2014, October 17, 2014, January 21, 2015 12, 2015. of reference Terms as per guidelines set out of the Audit Committee are and role of reference The Terms and Section 178 of Companies Act, 2013. The in Clause 49 of the Listing Agreement Committee meets periodically and BOARD COMMITTEES details of Committees held during the year along with of Board Particulars of Meetings detailed herein: Committee Meeting(s) are attendance at such Directors of such Committee. Nil denotes that the director is not a Member Note: NA denotes that the director during the year. has not attended any meeting of such Committee and Section Agreement of Clause 49 of the Listing In compliance with the requirements investing in tomorrow in investing report on corporate governance on corporate report

88 Annual Report2014-15 creating long-term valueforallstakeholders oftheCompany. Anextract of theRemuneration for achievingthe desired growth setbytheCompany’s management yearonthereby the Companyis inapositiontoattract,retain andmotivate rightkindofhumanresource(s) and othertermsofengagement /employmentshallbecompetitiveenoughtoensure that The guidingprincipleoftheremuneration policyoftheCompanyisthat theremuneration Remuneration Policy The termsofreference oftheNominationandRemunerationCommitteeinclude: Terms ofreference During theyearunderreview theCommittee metonceonOctober17,2014. asMembersoftheCommittee. Executive Vice-Chairman Director asChairmanand Lord GulamNoon,IndependentDirector andMr. SubodhKumar, and RemunerationCommittee’whichcomprisesofProf. (Mrs)NeharikaVohra, Independent renamed theexistingRemuneration CommitteeandNominationas‘Nomination of theCompaniesAct,2013,duringfinancialyear2014-15,Board hadcombinedand In compliancewithrequirements ofClause49theListingAgreement andSection178 Constitution b) the AuditCommittee. reports are considered bytheCommittee.TheCompanySecretary actsastheSecretary of Company. AuditorsattendAuditCommitteeMeetingswherein Internal theInternal Executive Officer, ChiefFinancialOfficer and representative ofStatutoryAuditorsthe Audit Committeemeetingsare generallyattendedbytheManagingDirector &Chief implementation andmonitoringoftheriskmanagementplan. down procedures relating toRiskassessmentandminimization;(c)formulation, entered intobytheCompanyare designedtoidentifyandmitigate potentialrisk;(b)laying and businessprocesses toensure thatthebusinessprocesses adoptedandtransactions Management Committeewhich The AuditCommitteehasbeenadditionallyvestedwithpowersandfunctionsofRisk minutes ofmeetingsitsBoard andCommittees. financial statements,significant relatedpartytransactions,statementofinvestmentsand Agreement, theAuditCommitteereviews operationsofSubsidiary Companiesviz.,its laws. Inadditiontothese,incompliancewithrequirements ofClause49 oftheListing The AuditCommitteealsoreviews adequacyofdisclosures andcompliance withallrelevant

Decide andapprove issuanceofStockOptions,includingtermsgrantetcunderthe Recommend allelementsofremuneration packageofWhole-timeDirectors including Recommend nominations/appointmentstotheBoard, includingExecutiveDirectors / Formulation oftheprocess forevaluationoffunctioningtheBoard –individuallyand Formulation ofguidelinesforevaluationcandidature ofindividualsfornominatingand/ Company’s EmployeeStockOptionScheme Members; and increment /incentivespayabletothemwithinthelimitsapproved bytheBoard / Independent Directors andsuggestthetermsofsuchappointments; salary and/orcommissionpayabletotheDirectors; collectively andmakingrecommendation astotheBoard remuneration includingthe evaluation ofskillsets,etc. suggested focusareas ofinvolvementintheCompany, process ofdeterminationfor experience, retirement age,numberoftermsoneindividualcanserveasDirector, on theoptimumsizeofBoard, age /genderfunctionalprofile, qualification/ or appointingasaDirector onthe Board includingbutnotlimitedtorecommendation Nomination andRemunerationCommittee inter alia includes(a)review ofriskmanagementpolicies report oncorporategovernance statutory reportsstatutory

89

2.08 2.22 2.02 2.26 2.28 2.14 5.79 3.72 Total 41.22 13.00 50.73 in Million) in Million) ` ` ( ( 30,000/- per Director & CEO) Director `

2.00 2.00 2.00 2.00 2.00 2.00 Mr Punit Goenka (Managing 12.00 Payable Commission 0.04 0.00 35.68 35.72

0.08 0.22 0.02 0.26 0.28 0.14 1.00 Sitting Mr. Subodh Kumar Mr. Fees Paid (Executive Vice Chairman) on the performance of, and regulatory provisions, applicable to the Company. As the Company. applicable to provisions, on the performance of, and regulatory 20,000/- for attending each meeting(s) of the Board and Committees thereof, other than and Committees thereof, the Board 20,000/- for attending each meeting(s) of Total Subhash Chandra Ashok Kurien Gulam Noon R. Vaidyanathan Sunil Sharma Neharika Vohra Salary & Allowances Perquisites Fund Contribution Provident Total Name of Director Particulars Policy approved by the Nomination & Remuneration Committee of the Board has been has Board & Remuneration Committee of the by the Nomination Policy approved this Annual report. included as a part of to Executive Directors Remuneration payable Punit Goenka, viz. Mr. Directors comprise of 2 Executive currently Board Your Executive Chairman Vice Subodh Kumar, and Mr. Officer & Chief Executive Managing Director of the Company. year of the Company during the paid to Executive Directors The details of the remuneration 31, 2015 is as under: ended March The Non-Executive Independent Directors of the Company do not have any other The Non-Executive Independent Directors senior or transactions with the Company or its directors, material pecuniary relationships management, subsidiary or associate, other than in normal course of business. During financial year 2014-15 Non-Executive Directors were paid sitting fee at the rate of paid were Directors During financial year 2014-15 Non-Executive ` of Companies Act, with the provisions accordance Stakeholders Relationship Committee. In to has been revised Director 2013, the sitting fees payable to Non-Executive April 1, 2015. from meeting with effect up to an aggregate additionally entitled to remuneration are The Non-Executive Directors as of the Company by way of Commission for each financial year, limit of 1% of net profits by the Members at the Annual General Meeting held on October 29, 2010. Withinapproved based limit, the commission payable each year is determined by the Board the aforesaid inter alia the Company pays equal amount of commission to Non- policy, remuneration per the current basis. on a pro-rata executive Directors of the Company for paid/payable to the Non-Executive Directors Details of the remuneration as under: Financial year 2014-2015 are Remuneration payable to Non-Executive Directors Remuneration payable to Non-Executive investing in tomorrow in investing report on corporate governance on corporate report

90 Annual Report2014-15 year endedMarch 31,2015,are asunder: Details ofnumberrequests/complaints received from investorsandresolved duringthe the CompanytoexecutivesinSecretarial DepartmentoftheCompany. requests fortransfer, transmission,rematerialisation, anddematerializationetcofshares of attendance ofinvestors’grievances.TheCommitteehasdelegatedthepowerapproving efficient transferofequityandpreference shares oftheCompanyandproper andtimely Terms ofreference oftheStakeholdersRelationshipCommitteeistosuperviseandensure Terms ofreference April 7,2014,July2,October8,2014andJanuary6,2015. During theyearunderreview, StakeholdersRelationshipCommitteemetfour(4)timeson as ChairmanandMr. PunitGoenka,ManagingDirector &CEOastheMember. Relationship Committee’,whichcurrently compriseofMr. AshokKurien,Non-ExecutiveDirector Board hadrenamed theShare Transfer andInvestorsGrievanceCommitteeas‘Stakeholders In compliancewithSection178oftheCompaniesAct,2013,duringfinancialyear2014-15, Constitution c) Mr SubodhKumar, ChairmanasitsChairman,Prof ExecutiveVice SunilSharma,Non-Executive Act 2013,theBoard hasconstitutedCorporateSocialResponsibilityCommitteecomprising of In compliancewiththerequirements ofSection135read withScheduleVIIoftheCompanies i) delegated bytheBoard asperthe scopementionedherein: In additiontotheabove,Board has constitutedfollowingCommitteestoexercise powers OTHER BOARDCOMMITTEES Officer asitsMembers. Kurien, Non-ExecutiveDirector andMr. PunitGoenka,ManagingDirector &ChiefExecutive time totime,theBoard hasconstitutedaFinanceSub-Committee comprisingofMrAshok being offered andexercising suchotherauthoritiesasmaybedelegatedbytheBoard from Guarantee Facilities,etc.,includingtheacceptanceofterms and conditionsofsuchfacilities Financial Institutionsfrom timetotime,intheformofTerm Loans,Working Capitalfacilities, financing facilitiesoffered and/orsanctionedtotheCompanybyvariousBanksIndian aviewtofacilitatemonitoring andexpeditinganydebtfundraisingprocess, approveWith ii) report onCSRactivitiesundertakenbytheCompanyformspartofthisAnnualReport. Independent Director andMr. PunitGoenka,ManagingDirector &CEOasMembers.Adetailed Nature ofCorrespondence Total Non-receipt ofAnnualReport Exchanges Letter received from SEBI/Stock Non-receipt ofCertificates Warrant(s) Non-receipt ofDividend Stakeholders RelationshipCommittee Corporate SocialResponsibilityCommittee Finance Sub-Committee Received 25 8 6 9 2 Replied/Resolved report oncorporategovernance 25 statutory reportsstatutory 6 9 2 8 Pending - - - - -

91

Nehru Auditorium, Nehru Centre, Annie Besant Road, Dr. Mumbai 400 018. Worli, ‘Hall of culture’, Nehru Centre, Annie Besant Road, Dr. Mumbai 400 018. Worli, Venue None in FII investment Limits Increase in the Company under Portfolio Investment Scheme None Special Resolutions passed The financial statements of the Company are unqualified. The financial statements of the Company are 18.07.2014 - 11 a.m. 25.07.2013 - 11 a.m. 20.07.2012 - 11 a.m. Date and Time 2013-14 2012-13 2011-12 Year There has not been any non-compliance by the Company and no penalties or strictures has not been any non-compliance by the Company and no penalties or strictures There relating imposed by SEBI or Stock Exchanges or any other statutory authority on any matter years. to capital markets, during the last three Compliance with Non-Mandatory requirements of Clause 49 of Listing The Company has complied with all mandatory requirements of Clause 49 of The status of compliance with non-mandatory requirements Agreement(s). as detailed hereunder: are the Listing Agreement Audit Qualification – All the above resolutions were passed with requisite majority. passed with requisite were All the above resolutions 2014-15. Postal Ballot during the Financial Year was passed through No Special resolution at the ensuing Annual General Meeting need to be passed proposed None of the resolutions by Postal Ballot. Disclosures has been implemented by the Board The Whistle Blower & Vigil Mechanism Policy approved under the Policy or report and no personnel has been denied access for making disclosure and/or Audit Committee. to the Vigilance Officer Company and its related party transactions between the significant no materially are There any potential having or key management personnel or their relatives, directors promoters, related parties including Transactions with of the Company at large. conflict with interests party transaction with one of the wholly owned subsidiary of the Company material related in the Annual Report. elsewhere disclosed (India) Private Limited are Television Taj iii) Corporate Management Committee iii) Corporate Management comprising of Senior a Corporate Management Committee has also constituted The Board to Company, and CEO of the including the Managing Director Executives of the Company of the Company day-to-day affairs and/or grant authorities for managing approve review, by the Board. within the powers delegated matters to deliberate and decide on various as and when required These Committees meet powers delegated by the Board. scope or within their respective GENERAL MEETINGS 2014-15 will be held Annual General Meeting of the Company for the Financial Year The 33rd Annie Dr. Nehru Centre, July 15, 2015 at 11.00 a.m. at Nehru Auditorium, on Wednesday, Mumbai 400 018. Besant Road, Worli, General Meetings held during last 3 years along The location, date and time of the Annual meetings are: with Special Resolution(s) passed at these investing in tomorrow in investing report on corporate governance on corporate report

92 Annual Report2014-15 part ofannualreport are annexedseparately. Management DiscussionsandAnalysisReportBusinessResponsibilityforming transcripts ofCon-callare displayed onCompany’s corporatewebsite,www.zeetelevision.com. Official press releases, presentations madetoinstitutionalinvestorsortheanalystsand Company onNEAPS&CorporateFilingplatformsofNSEandBSErespectively. requirements oftheListingAgreement. Thefinancialandotherinformationare filedbythe languagenewspaperviz.‘PunyaNagari(Marathi)’asper Analysis (DNA)’andinavernacular to theshareholders bywayofanadvertisementinaEnglishnewspaperviz.‘DailyNews& and annualfinancial results andotherstatutoryinformationwere generallycommunicated on theCompany’s corporatewebsite,www.zeetelevision.com. Thequarterly, halfyearly of theCompanyare listed.Suchinformationisalsosimultaneouslydisplayedimmediately quarterly financial results, press releases, etc.toallStockExchangeswhere thesecurities The Companyhaspromptly reported allmaterialinformation includingdeclarationof Means ofCommunication also aChiefExecutiveOfficer oftheCompany. Chairman whoisaNon-executivememberoftheBoard andaManagingDirector whichis Separate postsofChairmanandCEO– all travelandotherexpensesincurred inhisfurtheringtheCompany’s businessinterests. Company’s expenseforusebyitsNon-ExecutiveChairman.TheCompanyalsoreimburses Chairman’s Office – Anoffice with requisite facilitiesisprovided andmaintainedatthe TheBoard currently consistsofseparate report oncorporategovernance statutory reportsstatutory

93 Zee , for the year ended 31 March, 2015 as March, , for the year ended 31

MGB & Co. LLP

AUDITORS’ CERTIFICATE AUDITORS’ To The Members, Enterprises Limited Zee Entertainment of conditions of Corporate Governance have examined the compliance by We Limited (‘the Company’) Entertainment Enterprises We further state that such compliance is neither an assurance as to the future viability of the state that such compliance is neither an assurance as to the future further We has conducted the with which the management or effectiveness Company nor the efficiency the Company. of affairs For Accountants Chartered Firm Registration Number 101169W/W-100035 Hitendra Bhandari Partner Membership Number 107832 Place: Mumbai 2015 Date: 21 May, stipulated in Clause 49 of the Listing Agreement of the Company with the stock exchanges. of the Company with the of the Listing Agreement stipulated in Clause 49 Governance of the management.The compliance of conditions of Corporate is the responsibility adopted by the thereof, and implementation Our examination was limited to procedures conditions of the Corporate Governance.Company for ensuring the compliance of the It is of opinion on financial statements of the Company. neither an audit nor an expression to the explanations given to and according In our opinion and to the best of our information with the conditions of Corporate Governanceus, we certify that the Company has compiled Agreement. as stipulated in the above mentioned Listing investing in tomorrow in investing report on corporate governance on corporate report

94 Annual Report2014-15 years. Members whohavenotencashedtheir dividendwarrant(s)issuedby theCompany will beduefortransfer totheInvestorEducation andProtection Fund oncompletionofseven Dividend forthe financialyearendedMarch 31,2008, which remains unpaidorunclaimed, July 10,2015. (India) Limited,inrespect ofshares heldinelectronic form,asatthe endofthebusinesson by NationalSecuritiesDepositoryLimitedand/orCentral Services furnished Company oritsRegistrarson before July10,2015andinthelistof beneficialowners the Company, aftergivingeffect toallvalidshare transfersinphysicalformlodgedwiththe paid toallthoseequityshareholders whosenameappearintheRegisterofMembers Equity Dividend,ifapproved byMembersattheensuingAnnualGeneralMeeting,willbe on theoutstandingcapitalasatBookClosure. and suchEquityDividendshallbepayableuponapproval bytheMembersofCompany on paidupvalueof The Board ofDirectors haverecommended paymentofEquityDividend@ March 31,2015toPreference Shareholders atthecloseofMarch 31,2015. Dividend @6%perannum,onthePreference Shares fortheFinancialYear /periodended As perthetermsofissuePreference Shares, theCompanyhadonApril15,2015, paid 11. Dividend SHAREHOLDERS’ INFORMATION 10. 9. 8. 7. 6. 5. 4. 3. 2 1. Listing onStockExchanges Corporate IdentificationNumber correspondence Registered office &Address for Dividend PaymentDate Date ofBookClosure Financial Year Shareholders’ Meeting andVenueDate, Time of Registrar &Share Transfer Agent ISIN No. Stock Code ` 1 pershare i.e.225%onthepaidupequitycapitalofCompany

The NationalStockExchangeofIndiaLimited(NSE) BSE Limited(BSE) L92132MH1982PLC028767 Website : Fax: +91-22-24900302/0213 Tel: +91-22-24831234 Worli, Mumbai-400018,India Continental Building,135,Dr. AnnieBesantRoad, On orafterJuly20,2015 (both daysinclusive) Saturday, July11,2015toWednesday, July15,2015 2014-2015 Venue Time Day &Date Meeting E.Mail: [email protected] Fax: +91-22-28591568 Tel: +91-22-67720400, Mumbai-400 072,India Off AndheriKurlaRoad,Sakinaka,(East) Second Floor, SakinakaTelephone ExchangeLane, 13AB, SamhitaWarehousing Complex, Sharepro Services(India)PrivateLimited, Preference Shares –INE256A04014 Equity –INE256A01028 Bloomberg Reuters NSE BSE www.zeetelevision.com : : : : NZ IN(NSE) Z IN(BSE) ZEE.NS (NSE) ZEE.BO (BSE) ZEEL EQ(Equity) 505537(Equity) Mumbai– 400018 Dr. AnnieBesantRoad,Worli, Nehru Auditorium,Centre 11 a.m. Wednesday, 15thJuly2015 Annual GeneralMeeting report oncorporategovernance statutory reportsstatutory ZEEL-P1(Preference) 717503 (Preference)

` 2.25 pershare

95

IEP fund IEP fund Due date Due date 27.09.2015 22.10.2016 20.06.2017 29.12.2017 08.10.2018 20.09.2019 28.09.2020 21.09.2021 28.09.2015 21.10.2016 for transfer to for transfer to Dividend Dividend 30.08.2020 23.08.2021 29.08.2015 22.09.2016 28.08.2015 23.09.2016 21.05.2017 30.11.2017 09.09.2018 21.08.2019 Last date for Last date for Claiming unpaid Claiming unpaid

Date of Date of Dividend Dividend 25.07.2013 18.07.2014 24.07.2008 17.08.2009 23.07.2008 18.08.2009 20.04.2010 29.10.2010 10.08.2011 20.07.2012 Declaration of Declaration of

PAN & Change of Address PAN System Transfer Share & Liquidity Dematerialisation of Shares 31.03.2013 31.03.2014 31.03.2008 31.03.2009 31.03.2008 31.03.2009 31.03.2010 (Interim) 31.03.2010 (Final) 31.03.2011 31.03.2012 Financial Ended Year Financial Ended Year or ETC Networks Limited (since merged with the Company) for the financial year ended (since merged with the Company) or ETC Networks Limited requested to seek issue of duplicate financial year(s), are 31, 2008, or any subsequent March Agent of the Company. Transfer to the Registrar and Share warrant(s) by writing Networks Ltd. for dividend of the Company and ETC of unclaimed Information in respect Education and Investor to years and date(s) when due for transfer the subsequent financial Fund is given below: Protection Enterprises Limited Zee Entertainment the Company has made arrangements with both the depositories viz. National Securities Securities the Company has made arrangements with both the depositories viz. National Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). with can open account with any of the Depository Participant registered Shareholders of 31, 2015, 99.83% of the equity shares any of these two depositories. As on March in the dematerialized form and the the Company is held by 87,723 equity shareholders in physical form and 99.83% of the balance 0.17% is held by 827 equity shareholders in shareholders of the company is held by 87,684 preference shares Listed Preference ETC Networks Limited 12. of India (SEBI) has mandated the submission of The Securities and Exchange Board by every participant in securities market. Members Permanent Account Number (PAN) notify the PAN, to submit their requested in dematerialized form are holding equity share to their respective mandate, if any, including e-mail address/dividend change of address in physical form can submit their Depository Participant (DP). Members holding shares to the mandate, if any, address/dividend including e-mail notify the change of address PAN, Agent. Transfer Company/Registrar & Share 13. generally are sent for physical transfer or for dematerialization Shares Equity/Preference of completed and the date of receipt within a period of 7 days from and returned registered validly executed documents. 14. of the Company in dematerialised form shares facilitate trading of Equity or Preference To investing in tomorrow in investing report on corporate governance on corporate report

96 Annual Report2014-15 convertible intoequityshares oftheCompanyasatMarch 31,2015. There are nooutstanding SecuritiesincludingStockoptionsissuedbytheCompany and 18. approach theInvestorRelationsOfficer oftheCompany. satisfied withthe response ordonotgetany response within reasonable period,theymay address giveninthisShareholders Informationsection.Incaseanyshareholder isnot All correspondence maybeaddressed totheRegistrar&Share Transfer Agentatthe shareholders withinaperiodof5workingdays. It istheendeavorofCompanytoreply allletters/communicationsreceived from the proceedings orcourt/statutoryorders. except forthecaseswhere thecompanyisrestrained duetosomependinglegal The Companyhasattendedtoalltheinvestors’grievances/ queries/ Informationrequests 17. 2015 shallremain frozen tilltherightfulownerofsuchshares claimstheshares. The votingrightsontheequityshares outstanding inthesuspenseaccountasonMarch 31, as under: which were issuedbytheCompany from timetoandlyinginthesuspenseaccountis Pursuant toClause5AoftheListingAgreements, detailsinrespect ofthephysicalshares, 16. returning oldshare certificateinoriginal. or itsRegistrarandShare Transfer agentandrequest forsub-dividedshare certificateafter certificates andwhoare desirous ofexchangingthesame,should writetotheCompany Shareholders whocouldnotexchangetheiroldEquitycertificatesearlierforthenew ceased totradeontheexchanges. equity shares ofRe1eachcommencedandconsequentlytheequityshares ofRs10each to Re1pershare, witheffect from December6,1999.From thisdayonwards tradingin Company hadsub-dividedthenominalfacevalueofitsequityshares from Rs 10pershare Pursuant totheapproval ofthemembersatMeetingheldonOctober25,1999, 15. company isheldindematerializedform. physical form.Entire equityandListedpreference shareholding ofthepromoters inthe the dematerializedformandbalance0.17%heldby867preference shareholders in Description shares inthesuspenseaccountlyingasonMarch 31,2015 Aggregate numberofshareholders andthe outstanding from theSuspenseaccounttillMarch 31,2015 Number ofshareholders towhomshares were transferred transfer ofshares from suspenseaccounttillMarch 31,2015 Number ofshareholders whoapproached the Companyfor Fresh undelivered casesduringthefinancial year2014-15 shares inthesuspenseaccountasatApril1,2014 Aggregate numberofshareholders andthe outstanding Outstanding ConvertibleSecurities Shareholders’ Correspondence Unclaimed Shares Sub-division ofShares shareholders report oncorporategovernance Number of 340 358 statutory reportsstatutory 18 18 -

Equity Shares Number of 1,76,567 193607 17,040 17,040 -

97

issue Date of 17.10.2006 08.11.2006 25.11.2006 07.12.2006 05.02.2007 15.05.2008 14.06.2008 20.04.2010 23.09.2010 08.11.2010 15.11.2010 01.06.2011 13.06.2011 08.09.1992 15.06.1993 10.09.1993 09.06.1999 10.07.1999 30.09.1999 30.09.1999 23.12.1999 24.01.2000 31.03.2000 24.04.2000 29.03.2006 10.04.2006 17.04.2006 15.05.2006 05.06.2006 01.08.2006 30.08.2006 12.09.2006 26.09.2006 09.10.2006 Various dates Various dates Various dates Various

No. of 54,328 20,000 46,800 709,697 391,557 131,260 386,018 140,844 160,000 190,000 396,880 111,237 111,237 222,475 309,240 273,645 355,959 744,000 4,812,357 6,491,000 3,900,000 1,288,131 7,731,027 2,658,581 2,431,656 1,793,154 2,542,897 4,413,488 8,928,000 9,000,000 4,100,000 19,372,853 50,476,622 19,418,880 16,127,412 489,038,065 960,448,720 388,377,600 shares issued shares 1 each ` 10 each to ` Share Capital Build-up Share Equity Shares Allotment under ESOP 2009 Allotment under ESOP 2009 Extinguished in pursuance to Less Equity Shares Buyback during financial year 2011-12 Extinguished in pursuance to Less Equity Shares Buyback during financial year 2012-13 Allotment under ESOP 2009 (during various dates during FY 2013-14) 31, 2015 Issued and Paid-up Capital as at March Allotment on Preferential basis Allotment on Preferential Allotment on conversion of FCCB Allotment on conversion of FCCB Allotment on conversion of FCCB Allotment on conversion of FCCB Allotment on conversion of FCCB Allotment on conversion of FCCB Allotment on conversion of FCCB Allotment on conversion of FCCB Allotment on conversion of FCCB Allotment on conversion of FCCB Allotment on conversion of FCCB Allotment on conversion of FCCB Allotment on conversion of FCCB Allotment on conversion of FCCB Allotment on conversion of FCCB Allotment on conversion of FCCB Allotment on conversion of FCCB pursuant to Scheme Issued to ZNL shareholders pursuant to the Scheme Issued to ETC shareholders pursuant to the Scheme Issued to 9X shareholders Bonus Issue in ratio of 1:1 Initial shareholding at the time of change of name at the time Initial shareholding Ltd to Zee Holdings Empire of the Company from Ltd Telefilms Right Issue Public Issue Allotment under ESOP Allotment under ESOP Allotment under ESOP Issued for acquisition of stake in overseas Company Swap Share by way of Share from Sub-Division of Shares Issued for acquisition of stake in Indian and overseas Swap by way of Share partly, Company, basis Allotment on Preferential Particulars 19. a) investing in tomorrow in investing report on corporate governance on corporate report

98 Annual Report2014-15 and NSEforfinancialyear2014-2015are: Monthly highandlowquotationsvolumeofEquityPreference shares tradedonBSE 20. StockMarketDataRelatingtoShares ListedinIndia c) b) Month Preference Shares Month Equity Shares Particulars Particulars March 2015 February 2015 January 2015 December 2014 November 2014 October 2014 September 2014 August 2014 July 2014 June 2014 May 2014 April 2014 March 2015 February 2015 January 2015 December 2014 November 2014 October 2014 September 2014 August 2014 July 2014 June 2014 May 2014 April 2014 Issued toshareholders ofDMCLpursuanttotheScheme. Scheme as‘BonusPreference Shares’ Issued toequityshareholders ofZEELpursuanttothe Preference Shares –ClassA Preference Shares High( 282.75 371.00 377.50 400.00 388.40 401.60 350.30 316.35 299.80 310.75 294.50 301.90 ` High( ) 0.89 0.90 0.90 0.88 0.88 0.85 0.84 0.83 0.80 0.77 0.79 0.80 ` ) 259.05 330.55 340.10 354.15 358.85 343.55 301.35 274.20 265.25 282.15 261.10 261.05 Low( BSE Low( ` 0.81 0.87 0.87 0.86 0.84 0.82 0.82 0.79 0.74 0.75 0.76 0.71 ) BSE ` Share Traded ) 1,03,91,692 1,09,24,22,878 1,30,43,80,835 27,07,874 12,76,825 14,65,322 22,18,493 13,31,756 26,59,935 21,38,018 29,71,207 30,54,171 89,84,618 37,27,125 Volume of Share Traded 35,84,73,488 44,89,18,081 11,27,90,198 14,07,06,511 10,65,49,973 38,04,93,211 22,65,94,254 85,68,34,502 88,32,95,602 52,47,94,546 Volume of

20,169,423,120 High ( 282.90 370.95 376.30 400.05 388.95 402.40 353.60 316.90 300.00 310.85 294.85 302.00 shares issued shares issued High ( 22,273,886 report oncorporategovernance 0.90 0.90 0.90 0.90 0.90 0.85 0.85 0.85 0.80 0.80 0.80 0.80 ` ) ` No. of No. of ) statutory reportsstatutory Low ( Low ( 331.00 340.00 354.05 357.90 343.40 303.25 274.10 265.05 282.00 260.65 260.60 258.95 NSE

0.80 0.85 0.85 0.85 0.80 0.80 0.80 0.75 0.75 0.75 0.75 0.70 NSE ` ` ) ) Shares Traded Shares Traded 11,25,24,851 11,43,12,967 1,79,30,686 2,19,38,218 3,53,40,743 3,53,93,070 4,01,63,697 3,80,56,479 3,23,42,741 3,81,30,199 5,18,87,569 3,75,24,130 4,34,55,044 6,64,33,152 4,88,10,510 3,53,39,004 26.09.2014 06.03.2014 25,32,927 39,62,296 17,45,619 82,85,599 56,61,501 80,83,058 Volume of Volume of 5,61,204 8,48,830 Date of Date of issue issue

99

...... Closing Price ...... Price Closing ...... Closing Price ...... Price Closing ...... 450.00 375.00 300.00 225.00 150.00 75.00 0.00 450.00 375.00 300.00 225.00 150.00 75.00 0.00

Mar-15 Mar-15

Feb-15 Feb-15

Jan-15 Jan-15 Closing Price Dec-14 Closing Price Dec-14

Nov-14 Nov-14

Oct-14 Oct-14

Sep-14 Sep-14 Month Month Aug-14 Aug-14

Jul-14

Jul-14 Closing Nifty Closing Sensex

Jun-14 Jun-14

May-14 May-14

Apr-14 Apr-14 0.00 0.00 9000.00 7500.00 6000.00 4500.00 3000.00 1500.00

5,000.00

30,000.00 25,000.00 20,000.00 15,000.00 10,000.00

...... Closing Nifty ...... Nifty Closing ...... Closing Sensex ...... Sensex Closing ...... Closing Monthly Price Vs Closing Monthly Nifty Closing Monthly Price Vs Closing 21. Relative Performance of Equity Shares Vs. BSE Sensex & Nifty Index of Equity Shares 21. Relative Performance Closing Monthly Price Vs Closing Monthly Sensex Price Vs Closing Monthly Closing Monthly investing in tomorrow in investing report on corporate governance on corporate report

100 Annual Report2014-15 23. 22. Category No ofPreference Shares No ofEquityShares FI, MF&Banks Domestic Companies Individuals Promoters Total 100001 andAbove 50001-100000 40001-50000 30001-40000 20001-30000 10001-20000 5001 –10000 Total FIIs, OCBs&NRI Up to5000 Total 100001 andAbove 50001-100000 40001-50000 30001-40000 20001-30000 10001-20000 5001 –10000 Up to5000 Categories ofShareholders as onMarch 31,2015 Distribution ofShareholding asonMarch 31,2015 holding Number 100.00 Number Share Holders 88,551 75,806 Share Holders 88,550 87,522 50.24 43.07 % of 5,434 1,309 1,151 1,295 2,603 2.12 2.32 2.25 Equity 587 366 320 185 284 91 33 46 69

960,448,720 482,513,758 413,670,212 % ofHolders shares held 20,342,016 22,317,630 21,605,104 % ofHolders 100.00 No. of 100.00 85.61 98.84 6.14 1.48 0.66 1.30 0.41 1.46 2.94 0.36 0.10 0.04 0.05 0.08 0.21 0.32 20,169,423,120 19,855,791,539 report oncorporategovernance 960,448,720 929,747,698 14,925,060 40,452,387 44,219,066 52,036,826 12,579,349 30,382,838 35,600,647 98,360,468 6,380,118 1,469,550 1,641,353 1,685,945 2,567,457 2,031,539 holding 100.00 Number Number No. ofShares statutory reportsstatutory 30.55 17.89 14.28 35.32 No. ofShares Preference % of 1.96

20,169,423,120 6,162,097,035 3,608,482,739 2,880,152,667 7,123,264,506 % ofCapital 395,426,173 % ofCapital shares held 100.00 100.00 No. of 96.80 98.44 0.67 0.15 0.17 0.18 0.27 0.21 1.55 0.22 0.26 0.06 0.15 0.18 0.20 0.49

101 % of 2.39% 0.00% 0.00% 0.00% 4.83% 10.71% 25.13% 43.07% shareholding

300 100 100 No of 23,000,000 46,378,518 2.32% 17.89% Shares held Shares 102,888,286 241,402,908 413,670,212 30.55% 50.24% 1.96% 2.12% 35.32% 43.07% 14.28% 2.25% FIIS / NRIS / OCBS INDIAN COMPANIES FIS / MF/ BANK FIIS / NRIS / OCBS INDIAN COMPANIES FIS / MF/ BANK PROMOTERS INDIVIDUALS PROMOTERS INDIVIDUALS Essel Media Ventures Ltd, Mauritius Essel Media Ventures Essel International Ltd, Mauritius Pvt. Ltd. Sprit Textiles Ltd Essel Infraprojects Investment Pvt. Ltd Veena Essel Holdings Limited, Mauritius Cyquator Media Services Pvt. Ltd Total Name of Shareholder Particulars of Shareholding 31, 2015 as on March Group & Promoter of Promoter Shareholding 1 2 3 4 5 6 7 Sr 24. a) Equity Preference Share Pattern Share Preference Equity Share Pattern Equity Share investing in tomorrow in investing report on corporate governance on corporate report

102 Annual Report2014-15 Preference Shares Equity Shares b) Preference Sr Sr Sr 10 9 8 7 6 5 4 3 2 1 10 9 8 7 6 5 4 3 2 1 6 5 4 3 2 1 Top ten(10)PublicShareholding asonMarch 31,2015 Name ofShareholder Name ofShareholder Name ofShareholder Euro pacificGrowth Fund Oppenheimer DevelopingMarketsFund Total Ontario Teachers’ PensionPlanBoard –NP3A-All New World FundINC Oppenheimer GlobalFund Reliance AssetCapitalManagementLimited ECL FinanceLimited Sanjay PopatlalJain SBI LifeInsuranceCompanyLtd Credit Suisse(Singapore) Limited ICICI PrudentialLifeInsuranceCompanyLtd Oppenheimer DevelopingMarketsFund Total Goldman Sachs(Singapore) PTE Vanguard EquityIndexXFund International Vanguard EmergingMarketsStockIndexFundASeriesof Oppenheimer GlobalFund International Columbia Acorn ofSingaporeGovernment Vanguard Growth International Fund New World FundINC Ontario Teachers’ Pension PlanBoard –NP3A-All Total Essel LandmarkPrivateLimited Cyquator MediaServicesPvt.Ltd Veena InvestmentPvt.Ltd Essel Infraprojects Ltd Sprit Textiles Pvt.Ltd. Essel MediaVentures Ltd,Mauritius 7,123,264,506 6,009,491,365 4,120,000,000 2,160,654,006 1,320,809,586 1,895,913,054 204,869,416 842,600,000 247,800,000 260,820,000 294,074,928 298,600,000 313,178,873 360,000,000 377,666,078 640,628,846 report oncorporategovernance Shares held Shares held Shares held 31,171,178 68,716,575 10,974,158 13,478,000 13,557,879 14,434,499 16,175,036 17,800,000 8,686,506 9,875,585 2,100 2,100 6,300 No of No of No of statutory reportsstatutory

shareholding shareholding shareholding 35.32% 21.31% 20.43% 10.71% 4.18% 0.00% 0.00% 0.00% 1.23% 1.29% 1.46% 1.48% 1.55% 1.78% 1.87% 3.18% 6.55% 9.40% 0.90% 1.03% 1.14% 1.40% 1.41% 1.50% 1.68% 1.85% 3.25% 7.15% 29.79 % of % of % of

103 475 billion in 2014, registering 475 billion in 2014, registering ` Zee Studio, Zee Café

1,026 billion in 2014, registering a growth rate a growth 1,026 billion in 2014, registering 414 billion in 2014 contributing to 40% of Media ` ` Zee Marathi, Zee Talkies, Zee Bangla, Zee Bangla Zee Marathi, Zee Talkies, Zee Salaam 417 billion in 2013 to ` Zee Khana Khazana, Zee Q Zee TV, Zee Smile, Zee Anmol, Zindagi, &tv Zee TV,

918 billion in 2013 to ` Zee Cinema, Zee Action, Zee Classic, &pictures TEN Sports, TEN Cricket, TEN Action, TEN Golf TEN Sports, TEN Cricket, TEN Action, TEN Zing, ETC Bollywood Zee TV HD, Zee Cinema HD, Zee Studio HD, TEN HD, &pictures HD, &tv HD HD, TEN HD, &pictures Zee TV HD, Zee Cinema HD, Zee Studio Religious and Alternate Lifestyle: Niche and Special Interest: Hindi Entertainment: Hindi Movies: style: English Entertainment, Movies and Life Regional Language Entertainment: Cinema, Zee Telegu, Zee Kannada, Zee Tamil Cinema, Zee Telegu, It was another landmark year for the television industry in many ways. FY15 saw the It was another landmark year for the television industry in many ways. FY15 saw Council Audience Research system by Broadcast formation of the viewership measurement relevant (BARC). BARC is expected to deliver superior viewership data on account of more viewership classification parameters (NCCS instead of SEC), tracking of substantially higher of data universe (~150 Mn Households) including rural households, as well as higher quality audio watermarking of channel feeds monitoring through v. Sports: vi. vii. Music: viii. ix. HD: the Company also available in India, the channels listed above which are Apart from 36 dedicated channels in the international markets. broadcasts INDUSTRY MEDIA AND ENTERTAINMENT in 2014. The The Indian Media and Entertainment Industry witnessed a moderate growth from industry grew from sector grew of 12%. Television FICCI-KPMG Indian Media and Entertainment Industry Report of 14%. (Source: a growth 2015) media was advertising spend across Total advertising In light of the continued economic growth, & Entertainment industry revenues. due to monetization of 14% in 2014. On account of improving saw a growth revenues 16%. (Source: rate at annualized growth grew digitization, in 2014, subscription revenues FICCI-KPMG Indian Media and Entertainment Industry Report 2015) ­­OVERVIEW NSE Code: ZEEL.EQ) is Limited (ZEE) (BSE Code: 505537, Zee Entertainment Enterprises The Company company. vertically integrated media and entertainment largest one of India’s a satellite channel in India ZEE was the first private company to launch was formed in 1982. multiple channels for a single geography today operates being a single channel and from programming The Company’s and genres. languages in different multiple geographies across 169 countries globally. viewers across out to over 959 million reaches in the Indian market, includes: genres various across ZEE channel portfolio, i. ii. iii. iv.

417 `

475 billion in 2014,

` a growth registering of 14%. Television sector Television from grew billion in 2013 to investing in tomorrow in investing

and analysis and management discussion management

104 countries across which Annual Report2014-15 32.3% 169 channel share of 18.6% channel share of18.6% with an average weekly with anaverageweekly in the Hindi GEC genre in theHindiGECgenre making it the leader in making ittheleader in Average weeklyshare of the Cinema cluster of theCinemacluster hold the second spot hold thesecondspot Zee TV continued to Zee TVcontinuedto amongst the top amongst thetop the movie genre the movie genre ZEE servescontent 6 GECs. in HSM. HSM. in shows andlive mega eventslikeMissWorld 2014,Victoria’s Secret FashionShowetc. Zee Cards, The Mentalistetc.Duringtheyear, thechannelshowcased popularinternational series programming ofAmerica’s leading TVshowslikeTheBigBang Theory, Houseof of theleadingplayersinEnglish GECcategoryandhasthetelecastrightstolatest Zee CaféandStudioare thecompany’s English languageofferings. ZeeCafé isone leader inthenon-cricketgenre witha57%viewershipshare inFY2015. such asUEFA ChampionsLeague,WWE,USOpen,Tour deFranceetc,TENisaclear ensure coverageofcricketalltestplayingcountries,alongwithrightstoexcitingproperties telecast rightsto5ofthe10cricketboards, which Sports, TENGolfandHD.With The Company’s sportsofferings include5channelsviz.TENCricket, Action,TEN average weeklychannelshare of32.3%amongstallHindiMovieCluster. The Cinemaclustercontinuedtohavealeadingshare inthemoviegenre inHSMwithan premiere in2014HSMCS4+. on &pictures. World TVPremiere of“Entertainment” onZeeCinemawasthehighestrated premiered onZeeCinemawhileLunchbox,ManjunathandMadAboutDancewaspremiered year popularmovieslikeEntertainment,Holiday, MainTera Hero andRajaNatwarlalwere its moviechannelsare astrong favoritewiththeviewersaswelladvertisers.During Cinema HD,&pictures and&pictures HD.ZEEhasthelargestfilmlibraryincountryand In theHindiMovieGenre, ZEEhas 6channelsviz.ZeeCinema,Action,Classic, space. 2015. &tvlaunchedwith90,612GVTs makingitthebiggesteverlaunchinHindiGEC &tv, aHindiGECaimedattargetingthecontemporarymindsetwaslaunchedon2ndMarch, while dismissingthestereotypical notions aboutpeoplefrom othernations. ‘Jodein DiloKo’,Zindagiisachannelthatbelievesinconnectingpeopleofdifferent cultures Zindagi, apremium HindiGECchannel waslaunchedonJune23rd, 2014.Positionedas GECs aimedattargetingaudienceswithadiverseandcontemporarymindset. In linewithourstrategyofexploringnewopportunities,welaunchedZindagiand&tv, Hindi be theNo.1showin8pmslot. and wastheslotleaderinfictiondramaspaceat8:30pmslot.JodhaAkbarcontinuedto show inHindiGECspaceforlongperiods.JamaiRajawasalsolaunchedduringtheyear Kumkum Bhagya,launchedduringtheyearreceived tremendous successandwastheNo.1 During theyear, the channellaunchedvariousnewsuccessfulshowsindifferent genres. channel share of18.6%amongstthetop6GECs. Zee TVcontinuedtoholdthesecondspotinHindiGECgenre withanaverageweekly including Zeehasfurtherintensifiedcompetitivenature oftheindustry. extremely dynamicchannelrankings.Newlaunchesfrom various broadcasters GEC spacecontinuedtoseesustainedcompetitionbetweenthetopsixchannelswith In theHindiGECgenre, ZeeTVistheflagshipproduct from ZEE.Duringtheyear, theHindi Leadership across different Genres: dedicated channelsservingIndiancontentacross 169countries. broadcaster across thecountry. marketswith36 ZEEisalsothepioneerininternational 33 domesticchannelsthatservethewidestarrayofcontentinIndiaandisleading and contentdevelopment,production anditsdeliveryviasatellite.TheCompanyhas ZEE isanintegratedmediaandentertainmentcompanyengagedprimarilyinbroadcasting BUSINESS PROFILE management discussionandanalysis statutory reportsstatutory

105 Durava, Chala Hawa Yeu Dya, and Ase He Kanyadan. The channel premiered block Dya, and Ase He Kanyadan. The channel premiered Durava, Chala Hawa Yeu on Marathi television in TV premiere World buster movie “Lai Bhaari”, the highest rated last 5 years. driven by shows genre, well in the non-fiction Bangla performed extremely Zee share. Ma Pa. like Dadagiri Unlimited – 5 and Sa Re Ga in the weekday Primetime band GEC space. The channel held the No.2 position fiction shows like Mudda Mandaram, between 1830-2230hrs on the back of popular the highest launch of Rama Seetha received Rama Seetha, and Mooga Manasulu. The viewership for any new launch. Super shows like Srirastu Subhamastu and Jothe Jotheyali in fiction and shows like Life in the non-fiction formats. Guru and Maharshi Vani the channel include Solvathellam Unmai and CID. maintained its leadership position throughout the year. True to its brand value, Zee True the year. maintained its leadership position throughout Ka Re like Jai Malhar, and appealing shows to the audiences fresh Marathi brought Zee Bangla continued to be a strong player in the Bangla GEC space with 35% market Zee Bangla continued to be a strong become a close no. 3 player in the Telugu of 23% has with a market share Zee Telugu, in the Karnataka market and has added Zee Kannada garnered a 14% market share rated shows on GECs. Top in the No.3 position among all the Tamil remained Zee Tamil Zee Marathi increased its market share to more than 50% during the year and to more its market share Zee Marathi increased

Khana Khazana was also the only media channel to win the Gold Award for “Best Radio Khana Khazana was also the only media channel to win the Gold Award Kaan Awards. Spot” at the 11th Mirchi Global Presence worldwide. 169 countries than 959 million viewers across more The Company reaches and international for any broadcaster subscription is a key driver of revenues Internationally, revenues in this total subscription contributed significantly to ZEE’s subscription revenues financial year. Further strengthening the performance of our niche/ special interest genre, two shows, genre, the performance of our niche/ special interest Further strengthening nominated our edutainment channel , ZeeQ, were and “Engineer This”, from “Teenovation” was even nominated for the National Science “Teenovation” Awards. for the Indian Television at the Festival of Innovation at The Rashtrapathi Bhavan in festival and was also screened New Delhi. The Zee Khana Khazana is the No. 1 food & lifestyle channel with 34% market share. exciting content with 9 new shows like ABC- legacy of offering channel continued its strong Bake do teen etc. Zee Khane Bhi Do Yaron, All ‘bout cooking’, Snack Attack: Firangi Twist, Studio on the other hand is an English movie channel that shows all the latest blockbusters is an English movie channel that shows Studio on the other hand its audience to entertain effort In FY15, Zee Studio in a continuous to the Hollywood loyalist. was showcased with the new identity “See it All”. Zee Studio’s launched its new ideology, etc. Both Avengers Impossible: Ghost Protocol, of movies like Mission channel premiere the network subscription bouquet. to strengthen these channels continue oriented showcases popular Bollywood of the Company, lifestyle offering Zing, the music and world of music, lifestyle, movies and the around revolves The content on Zing properties. on fictional Kya Kiya, an original show based Pyar Tune Zing introduced celebrities. In FY15, Zing to the popular with the youth and has propelled love stories. This show is extremely youth genre. leadership position in the 7 pm slot in the Zee Kannada Zee Bangla, Zee Bangla Cinema, Zee Telugu, Zee Marathi, Zee Talkies, in their market share and enjoy significant language offerings regional are and Zee Tamil markets. respective leadership. Zee Marathi’s market Zee Marathi’s share during the yearshare 50% + 50% helping it retain markethelping it retain investing in tomorrow in investing management discussion and analysis and discussion management

106 Annual Report2014-15 the SAchannels. viewership within Africa intermsof Middle East& position inUS, its dominant Zee TVcontinues (iii) (ii) (i) (v) (iv) (iii) (ii) (i) The keyelementsofZEE’s strategyduringtheyearwere BUSINESS STRATEGY Key highlightsduringtheyearinclude: its dominanceinthegeographieswhere itoperates. SA channels.Duringtheyear, theCompanyundertookvariousinitiativestofurtherstrengthen continues itsdominantpositioninUS,MiddleEast&Africatermsofviewershipwithinthe SouthAsian(SA)Businessglobally.Zee NetworkdominatestheInternational ZeeTV

Zee NungwaslaunchedinThailandwhichisa24/7Bollywoodmoviechannellocalized ZEE launchedaGEC,ZeeHiburan,inIndonesia,whichisfullydubbedandsubtitled Zee Alwancontinuestogrow itsreach inthemarketwithshowslikeJodhaAkbar, Zee AflamconsolidateditspositionasthetopBollywoodchannelcateringtoArabic Zee TVlaunchedParwaaz,adramaseriesthatwasentirely produced intheUAE.This Zee TVcontinuedtobetheNumber1SouthAsianchannelbothintermsofGRPsand Zee Tamil andZeeKhanaKhazanawere launchedintheIndianOceanIslands. waslaunchedinAfrica. Zee CinemaInternational Zee World, ourfirstdubbedEnglishGECwithIndiancontentformainstream African &TV waslaunchedintheUKmarket Zee celebrated20yearsofitspresence inUKandEurope market In US,Zeechannelswere addedontoadditionalplatformslikeCharter audiences. show broke allviewership records intheUAEamongsouthAsians. Reach intheUAE. viewers waslaunchedinAfrica control ondistribution spends. maintaining itscost structures through betternegotiations withsuppliersandbetter result insustained incremental viewership.Thenetwork continuestoendeavortowards revenues inthefuture. Phase IVcitiesisseenasapositive stepthatshouldleadtoaboostinthesubscription the digitizationprocess inPhaseIandIIcitiestherollout inPhaseIIIand exhibited through therampantexpansionofdigitizedhouseholds.Thecompletion helped ensure thatinahighlyfragmentedenvironment, thenetworkgrew itsdominance. channels alongwiththetieupofcricketrightsandothermajor sportingeventshas share through aplannedcontentlineup.Thelaunchofnewshowsacross network environment: environment and packagedinThailanguage. Bahasa language. Qubool andRihletSaloniS3(SaathPhere -Season3). The beliefattheCompanyhas alwaysbeenthathigherspendsmaynotnecessarily Rationalize oncostsacross different heads India isafastdigitizingmarketandtheconsumershifttowards digitalservicesis Concentrate onadditionalrevenues from digitization: In FY2015,ZEElaunchedtwoHindiGECs-Zindagiand&tv, tofurther enhancemarket Invest ingrowth opportunitiestosafeguard businessleadershipinacompetitive Maintain consistentlyhighstandards of corporategovernance markets Fortify itsexpansionintheinternational Rationalize oncostsacross different heads to concentrateonadditionalrevenues from digitization to investingrowth opportunities tosafeguard businessleadershipinacompetitive management discussionandanalysis statutory reportsstatutory

107 Fortify its expansion in the internationalFortify its expansion markets: its strengthen undertook various initiatives to further the Company During the year, Corporate Governance: good governanceZEE firmly believes that to sustaining corporate development, is critical dominance in international with new platform operators markets by entering into deals In line with this new channels in some of the geographies. as well as launching in Zee Nung and Zee Hiburan launched Zee World, the company expansion strategy, various geographies. wealth. The shareholder and competitiveness and creating productivity increasing utilized in a manner are that the available resources should ensure governance process essential charter The Company’s that meets the aspirations of all of its stakeholders. The and accountability. professionalism is shaped by the objectives of transparency, on these aspects on an ongoing basis. Company continuously endeavors to improve been have standards and accountability, emphasis on transparency While the increasing as well as judiciousness in conduct, ZEE set by various governing bodies on disclosure direction. has always tried to go a step further in this Macroeconomic environment can be a potential source of risk. Moderating growth, along growth, of risk. Moderating can be a potential source environment Macroeconomic which forms revenues of the Company, with high inflation, can adversely impact advertising revenues. the largest component of the Company’s Slowdown in DTH/Digital rollout for all The uptake of pay digital services by subscribers has been a very encouraging sign their revenues of share derive a greater Internationally most broadcasters broadcasters. cable in the analogue in India the under-declaration whereas the subscription revenues from which tend dependent on advertising revenues, being more system has led to broadcasters of economic factors. The rollout by the macro affected and more to be cyclical in nature RISK FACTORS other players Competition from that is subject to innovations, environment The Company operates in highly competitive in each segment of available to each player changes and varying levels of resources business. in Media sector Ever changing trends tastes vary changing audience tastes. People’s It may not be possible to consistently predict In this makes it is virtually they live in. and environment quite rapidly along with the trends whether a particular show or serial would do well or not. Withimpossible to predict the kind would have an adverse impact on the failures repeated of investments made in ventures, bottom line of the Company. its bottom line mix might affect Cost of programming the best content to viewers, ZEE would have to incur high The urge to compete and provide time to time. The increase from front an impetus on its programming to provide expenditure in the same proportion. in costs might not necessarily perk up its revenues Investments in new channels time to time launch new channels like we did with Zindagi and &tv The Company may from The success of any or acquired. created freshly Content for these channels is either this year. price, extent new channel depends on various factors, including the quality of programming, can be no assurance that the Company will be as of marketing, competition etc. There successful in launching new channels as it has been the case of its existing channels. environment Macroeconomic (iv) (v) investing in tomorrow in investing management discussion and analysis and discussion management

108 pioneer across Europe andUSA. Annual Report2014-15 ZEE has been a pioneer ZEE hasbeenapioneer amongst all South East amongst allSouthEast highest market share highest marketshare markets and has the markets andhasthe Asian broadcasters Asian broadcasters in the international in theinternational and expenses. Indian Rupee;theCompany’s reporting currency, whichmayhaveanimpactonitsrevenues Company isexposedtofluctuationsintheexchangeratesbetweenthosecurrencies andthe its expensesinforeign currencies, particularlyUSDollarsandUKPounds.Accordingly, the The Companyreceives asignificant portionofits revenues andincursasignificantportionof The Companymaybeexposedtoforeign exchangeratefluctuations of theCompany. properties, anyfuture contractsmaybeathighercosts,whichputpressure onmargins While asignificantamountofrightshavebeensignedonbytheCompanyforleadingsports Increase incostofacquisition forsomeofthekeysportsproperties markets maygetaffected. consumers mayfinditdifficult toupgradetheirpackagesandthevalue growth from these Company willretain marketshare inkeygeographies.Giventheglobal economicslowdown, with distributionplatformsinthesemarketsgivingmanagementtheconfidencethat these marketsservesthepreference ofanicheaudienceandZEE hasstrong relations amongst allSouthEastAsianbroadcasters across Europe andUSA.Indiancontentin marketsandhasthehighestmarketshareZEE hasbeenapioneerintheinternational markets Sluggish consumeruptakeintheinternational new competitionintheHindiGECspacecanhaveanimpactonCompany’s revenues. lucrative toalltheTVbroadcasters. EventhoughwelaunchedZindagiand&tvthisyear, any The HindiGECgenre isamongstthekeygenres foralladvertisers andhenceismost Increased competitiveenvironment intheHindiGeneral EntertainmentSpace revenues from PhaseIIIandIVcitiesastheirrollouts maynotbecompletedontime. Phase IandIIcitiestooklongerthanexpected.Similarly, itmaytakelongertorealize management discussionandanalysis statutory reportsstatutory

109

8,705 99 ` ` 36,535 2014 -15 20,442 million in ` 1,845 million in FY 2014 745 million from 745 million from 20,037 million in FY ` ` ` 32,602 30,757 million in FY 2014 2013 - 14 ` 32,602 million in FY 2014 to 32,602 million in FY ` 192 million which is partially offset by 192 million which is partially offset ` Amount 26,848 2012 -13 3,373 million or 17% from 3,373 million or 17% from ` 428 million i.e. 23% from 428 million i.e. 23% from ` 3,505 million or 11% from 3,505 million or 11% from 75 million and gain from exchange fluctuation by 75 million and gain from ` ` 23,329 2011 -12 3,933 million or 12% from from 3,933 million or 12% ` 22,284 million in FY 2015 as against ` 9,450 million in FY 2015 due to continuous growth of DTH and Cable 9,450 million in FY 2015 due to continuous growth ` 23,815 million in FY 2015. It represents 65% of total revenue in FY 2015, as in FY 2015, 65% of total revenue 23,815 million in FY 2015. It represents 2010 -11 310 million, liabilities written back by 22,310 ` ` – RESULTS OF OPERATIONS RESULTS 34,262 million in FY 2015. Among major sources of income, the advertisement revenue of income, the advertisement revenue 34,262 million in FY 2015. Among major sources in interest is attributable mainly to increase 2,273 million in FY 2015. The increase ` ` 5,000 36,535 million in FY 2015 driven by increase in Broadcasting Revenue. in Broadcasting 2015 driven by increase 36,535 million in FY 30,000 20,000 10,000 40,000 35,000 25,000 15,000 Total Expenditure Total by increased Operational expenditure Total FY 2014 to to 63% in FY 2014. compared Revenue from Operations Revenue from by Operating Revenue increased to by 11% to has increased of 9% by a growth has recorded 2014 and Subscription revenue million in FY 2014 to Subscribers. & Other Income Interest by & Other income increased Interest to income by in dividend income by decrease million. STAND-ALONE FINANCIALS STAND-ALONE A. to the 2015 compared Ended 31 March, Information for the Year Non-Consolidated Financial 2014. Ended 31 March, Year Revenue Total by increased revenue Total ` over last 5 years. revenue Following chart depicts the movement of Revenue Total (` Millions)

increase inincrease Total revenue in revenue Total by 12% driven byby 12% driven FY 2015 increased 3,933 mn 3,933 Broadcasting Revenue Broadcasting ` investing in tomorrow in investing management discussion and analysis and discussion management

110 Annual Report2014-15 ` to Finance cost reduced Finance costreduced FY 2014, a reduction FY 2014,areduction 18 mn ` 18 mn in FY 2015 18mninFY2015 from of ` 72 mn in 72 mnin ` 54 mn

Companies Act,2013aswell depreciation onadditionsduringthe year. in depreciation ismainlyonaccountofchangeinusefullife ofassetsasrequired bythe Depreciation increased by Depreciation andAmortisation FY 2014. Finance costhasreduced by Finance Cost in operationalcostsby Operating profit ismainlyduetoincrease inbroadcasting revenue partiallyoffset byincrease ` Operating profit increased by Operating Profit and marketingcostpartiallyoffset bydecrease indistributioncost. million. Theincrease inotherexpenses ismainlyonaccountofhigherspendadvertising Other expenseshasincreased by Other expenses ` Personnel costhasincreased by Personnel Cost million inprevious year. Company impaired program andfilmrightsof account ofbigsportingeventsduringtheyearandlaunchtwonewchannels.Further, the ` Operational costincreased by Operational Cost/ofGoods (` Millions) Total Expenditure Following chartdepictsthemovementoftotaloperatingexpenditure overlast5years: 15,000 25,000 30,000 10,000 20,000 10,448millioninFY2015.Theoperatingmarginisat30%for FY2015.Increase in 2,816millioninFY2015. 13,498millioninFY2015.Increase inoperatingcostisduetohigherprogramming coston 5,000 – 13,864 2010 -11 ` 397millionandincrease inpersonnelandotherexpenses. ` 242millionor72%,from 2011 -12 ` ` 15,771 ` 54millionto 133million,or1%,from 397millionor3%,from ` ` 588millioni.e.26%from 2,388millionor47%from ` 18millioninFY2015from 2012 -13 ` 17,036 641millionduringtheyear, asagainst Amount ` 338millionto ` ` 10,315millioninFY2014to 13,101millioninFY2014to management discussionandanalysis ` 2,228millioninFY2014to 2013 -14 ` 5,113millionto 20,442 ` statutory reportsstatutory 580million.Increase ` 72millionin 2014 -15 ` 23,815 7,501 `

447

111

2,505 ` 7,723 million. ` 275 millions as . 1 each, to ` ` 16 million. These 1,085 million mainly ` ` 481 millions, other ` 960 million. ` 20,192 million. ` 8,318 million from 8,318 million from 11,750 million in FY 2014 to 11,750 million in FY ` ` 110 million which is partially offset by 110 million which is partially offset 879 million as on 31 March, 2015. 879 million as on 31 March, 7,197 million as on 31 March, 2014. 7,197 million as on 31 March, ` 143 million from Gross block (net book Gross 143 million from ` ` ` 163 million. ` 12 million down from 12 million down from ` 203 million due to impairment and disposal of ` 595 million to ` 118 million to ` 3,804 million. ` 372 million or 3% from 372 million or 3% from ` 394 million as on 31 March, 2015. 394 million as on 31 March, ` 807 million and cheques overdrawn by 807 million and cheques overdrawn ` 9,702 million as on 31 March, 2015 from 2015 from 9,702 million as on 31 March, 53 million). ` ` FINANCIAL POSITION 12,122 million in FY 2015. The increase is attributable to increase in revenue resulting in resulting in revenue is attributable to increase 2015. The increase 12,122 million in FY During the year, the Company has issued 22 million preference shares of shares the Company has issued 22 million preference During the year, of Diligent Media Corporation Limited as per Scheme of Arrangement. the shareholders capital stand at share the paid-up preference Consequently, Loan Funds at 2015 stood loan funds as on 31 March, Total to vehicle loan taken by the Company. related loan funds are Long term liabilities and provisions benefits have gone up from pertaining to retirement Long term provisions Profit Before Tax Before Profit by tax increased before Profit ` operations. from profits improved for Taxation Provision at for taxation was Net provision Tax for the Period After Profit by tax for the year increased after Profit B. 2014. to 31 March, 2015 as compared 31 March, Non-Consolidated Financial Position as on of Funds Sources Reserves & Surplus Capital, Share The Paid-up Equity Capital of the Company. change in the Paid-up Equity Share is no There 2015 stands to of the Company as at 31 March, Capital Share During the year, Gross block has reduced by block has reduced Gross During the year, various obsolete assets which include assets retired value of by reduced in Progress Capital Work on 31 March, 2014 to on 31 March, Liabilities and Provisions Current Payables, Statutory Dues, Trade mainly representing Liabilities and Provisions Current by and other payables etc. The same has increased provisions Unearned revenue, million to in trade payables by is mainly attributable to increase The increase payables by customers by from in advance received reduction Application of Funds Fixed Assets by Fixed Assets block increased Gross the Company’s During the year, incurred of plant and machinery and Capitalisation of expenditure on account of purchase is mainly on development of new television channels as Intangibles. The capital expenditure funded out of internal accruals.

Profit before tax in FY before Profit 2015, a growth of 3% of 2015, a growth investing in tomorrow in investing 12,122 mn 12,122 ` management discussion and analysis and discussion management

112 Annual Report2014-15 million. inventories by to increase in mainly attributable ` ` ` current assetsby The increase in 38,739 million is 38,739millionis 28,835millionto 9,904millionfrom ` 869 869 subsidiaries. to Other current assetshavereduced by Other current assets ` There wasanincrease of Loans andAdvances(Current) million asagainst The cashandbankbalanceslyingwiththeCompany, ason31March, 2015was Cash andBankBalances in FY2015asagainst95daysofsales2014. FY 2015asagainst Programs andFilmrightsheld bytheCompanyincreased by Inventories The increase of Long termloansandadvances ` Trade receivables netoff provision forbadanddoubtfuldebtsstoodat Trade Receivables million ason31March, 2014to from Current Investmenthasincreased by Current Investment ` ` attributable toincrease ininventoriesby in current assetsby & BankBalances,ShorttermloansandadvancesOtherCurrent Assets.Theincrease Current Assetsmainlyrepresent current investment,Inventories,Trade Receivables,Cash Current Assets of paymentadvancetax 31 March, 2014to Non-current Investmentshavereduced from Non-Current Investments 4,911millionon31March, 2014to 6,593Millionason31March, 2015. 1,366million. 5,416million,current investmentby ` 516millionon31March, 2015mainlyonaccountofreduction inotherreceivables from ` 2,000millionason31March, 2014. ` 114millioninthelongtermloansandadvancesfrom ` 1,646millionon31March, 2014. ` ` 6,571millionason31March, 2015.Theincrease ismainly onaccount ` 7,980millioninFY2014.TheageofNetDebtorsis89dayssales 9,904millionfrom ` 5,416millionincurrent portionof loansandadvancesfrom ` 2,192millionpartiallyoffset byreduction inloantosubsidiary. ` 12,071millionason31March, 2015. ` ` ` 2,495millionto 10,327millionon31March, 2015. ` 580millionfrom 2,495millionandcash&equivalentby ` ` 869million,Shorttermloansandadvancesby 28,835millionto ` 8,080millionason31March, 2014to ` 4,495millionason31March, 2015 ` management discussionandanalysis 1,096millionon31March, 2014 ` ` 38,739millionismainly 869millionfrom statutory reportsstatutory ` 6,457millionason ` 8,318millionin ` 11,202 ` 3,012

113

201 `

2,278 ` 1,730 51,115 ` 2014 -15 32,174 million to ` 17,935 million in FY 2015. ` 46,024 2013 - 14 44,217 million in FY 2014 to 2,802 million i.e. 12% to ` ` 46,024 million in FY 2014 to 46,024 million in FY ` 1,807 million in FY 2014 to ` 269 million. ` Amount 3,749 million in FY 2015 from 3,749 million in FY 2015 from ` 38,457 2012 -13 4,125 million or 13% from 4,125 million or 13% from ` 23,801 million in FY 2014. Subscription Revenue ` 18,022 million in FY 2014 to 4,620 million or 10% from 4,620 million or 10% from ` ` 2,019 million to ` 31,789 2011 -12 471 million or 26% from 471 million or 26% from 5,091 million, or 11% from from 5,091 million, or 11% ` ` 87 million from 87 million from ` 30,970 2010 -11 RESULTS OF OPERATIONS RESULTS 48,837 million in FY 2015. 26,603 million in FY 2015 as against 51,115 million in FY 2015 on account of higher broadcasting income. higher broadcasting 51,115 million in FY 2015 on account of 36,299 million. This increase in cost is attributable to higher content costs as well as the 36,299 million. This increase 60,000 50,000 40,000 30,000 20,000 10,000 Total Revenue Total (` Millions) Other income increased by Other income increased income by in other income is mainly on account of interest million in FY 2015. Increase Revenue from Operations Revenue from by increased Operating revenue ` of was witnessed in advertisement revenues Overall growth ` by has reduced and Film Sales – media content includes Syndication sale of Sports rights, Programs by rights which has increased million in FY 2014. Other Income CONSOLIDATED FINANCIALS CONSOLIDATED A. for FY 2015 and for FY 2014. Audited figures a comparison between have provided We income, expenses, assets and liabilities of share include 50% proportionate Financial results Enterprise India (JV) “Media Pro in Joint Venture interest for Company’s on a line by line basis Private Limited” (MPEIPL). Revenue by increased revenue Total ` Revenue over last 5 years: Total Following chart depicts the movement of million and profit on sale of treasury investment of on sale of treasury million and profit Expenditure by increased Operational expenditure Total ` in Administrative & Marketing Spends. increase

2,802 million ` Advertisement

revenues grew by grew revenues i.e. 12% in FY 2015 investing in tomorrow in investing 26,603 mn ` management discussion and analysis and discussion management

114 Annual Report2014-15 26% broadcasting revenue. driven by increase in driven byincrease in FY 2014to million, or 4%, from million, or4%,from increased by million in FY 2015, million inFY2015, ` 12,043 million in 12,043millionin Operating profit Operating profit operating margin ` 12,538 12,538 ` 495 495 required bytheCompanies Act,2013aswelldepreciation onadditionsduringtheyear. million inFY2015.Increase ismainlyonaccountofrevised usefullifeoftheassetsas Finance expensesreduced by Finance Expenses marketing spendstobuildthebusiness. which ispartiallyoffset byincrease inoperatingcostsi.e.higherinvestmentcontentand operating profit ismainlyattributabletoincrease inbroadcasting revenue duringtheyear ` Depreciation increased by Depreciation andAmortisation Operating profit increased by Operating Profit on advertisingandmarketingcostincurred bytheCompany. in FY2014to Administrative andOtherexpensesincreased by Other expenses million inFY2015. Employee costincrease by Employee BenefitExpenses as launchofnewchannels. increase incostonacquisition andamortizationofprogramming andsportscontentaswell 20,688 millioninFY2014.Theoverallincrease inoperationalcostismainlyattributableto Operational costhasincreased by Operational Cost/ofGoods (` Millions) Total Expenditure Following chartdepictsthemovementofoperatingexpenditure overlast5years: 15,000 25,000 35,000 40,000 10,000 20,000 30,000 12,538millioninFY2015.Theoperatingmarginisat26%for FY2015.Theincrease in 5,000 – 2010 -11 21,868 ` 10,408millioninFY2015.Theincrease ismainlyonaccountofhigherspend ` ` 172million,or34%,from 603million,or15%,from 2011 -12 ` 23,010 ` 495million,or4%,from 55millionor35%from ` 705millionto 2012 -13 27,453 ` Amount 2,817millionor37%from ` 21,393millioninFY2015asagainst ` 501millioninFY2014to ` ` ` 158millionto 3,895millioninFY2014to 12,043millioninFY2014to management discussionandanalysis 2013 -14 32,174 statutory reportsstatutory ` 103million. ` 7,591million 2014 -15 36,299 ` 673 ` 4,498

`

115

`

4,291 ` 145 million from 145 million from ` 8,921 million. The Net ` 13,776 million vis-a-vis ` 13,191 million in FY 2014 to 13,191 million in FY 1,352 million partially offset by 1,352 million partially offset ` ` 1,573 million during the year mainly ` 37 million in FY 2015 as against profit of 37 million in FY 2015 as against profit ` 9,775 million from 9,775 million from 4,285 million in FY 2015 from from 4,285 million in FY 2015 ` ` 292 million. ` 6 million to ` 849 million or 6% from 849 million or 6% from ` 12 million as on 31 March, 2015. These loan funds are related to related 2015. These loan funds are 12 million as on 31 March, ` . 1 each fully paid up, to the shareholders of Diligent Media . 1 each fully paid up, to the shareholders ` 480 million as on 31 March, 2015. 480 million as on 31 March, ` FINANCIAL POSITION 12,203 million on 31 March, 2014. 12,203 million on 31 March, 14,040 million in FY 2015. 14,040 million in FY 2 million in FY 2014. Limited (26%) and of minorities of Zee Turner 57 million in FY 2015. This includes share Current Liabilities and Provisions have increased by have increased Liabilities and Provisions Current dividend by for preference in provision due to increase and Other Payables by in Trade reduction 2015 is at as on 31 March, liabilities and Provisions Current ` Profit after tax for the year increased by 10% to tax for the year increased after Profit to FY 2014. remained static at 20% in FY 2015 as compared has margin Profit B. 2014. to 31 March, 2015 as compared March, Consolidated Financial Position as on 31 of Funds Sources Reserves & Surplus Capital, Share capital of the Company. is no change in the equity share there During the year, Non-Cumulative Redeemable Non-Convertible The Company has issued 22,273,886 6% of shares Preference Corporation Limited, pursuant to the Scheme of Arrangement. Loan Funds loan funds stood at Total vehicle loan taken by the Company. Long term Provisions by benefits have increased consisting of retirement Long term provisions 335 million to liabilities Non Current syndication of content. towards the advance received liabilities represent Non current Liabilities and Provisions Current Profit Before Tax Before Profit by tax increased before Profit ` for Taxation Provision by for taxation reduced Provision million in FY 2014. of Results of Associates Share Shop and Media Private Limited and Asia Today in Aplab Limited, Idea Web results of Share is loss of Thailand Limited as Associate Company ` Minority Interest of loss was year net share on account of current Minority interest Receivable from ` Private Limited (49%). India Webportal Tax for the year After Net Profit

in FY 2015 to 9,775 million ` increase in net profit increase 10% investing in tomorrow in investing management discussion and analysis and discussion management

116 Annual Report2014-15 of salesinFY2014. as against85days of salesinFY2015 Debtors is80days The ageofNet FY 2015asagainst Trade receivables netoff provision forbadanddoubtfuldebtsstoodat Trade Receivables unamortised filmrightsandprogrammes. attributable toincrease inadvance taxnetby The decrease of Non Current Investments 2,024 millionmainlyduetotradeadvancesgiven. 31 March, 2014to There isanincrease inloansandadvancesby Short termloans,advancesandothercurrent assets million asagainst The cashandbankbalanceslyingwiththeCompany, ason31March, 2015was Cash andBankBalances FY 2014. age ofNetDebtorsis80dayssalesinFY2015asagainst85 on 31March, 2014to Programs, Filmrightsheld bytheCompanyhasmarginallyincreased from Inventories Current Assets ` There hasbeenanoverall increase incurrent assetswhereby theassetsstandincreased by Current Assets ` advance taxes,claimreceivables andotherassetshaveincreased by The longtermloans,advancesandothernoncurrent assetsconsistingofcapitaladvances, Long termloans,advancesandothernon-current assets. 31 March, 2015from Capital Work inprogress decreased by ` assets duetoimpairment/disposalofvariousobsoleteaggregating tonetbookvalue foreign exchangetranslationofforeign subsidiaryassets.There isapartialreduction in increase ismainlyonaccountofpurchase ofplantandmachinery andotherassetsincluding During theyear, theCompany’s Gross FixedAssetsblockincreased by Fixed Assets Application ofFunds 7,686millionfrom 5,629millioninFY2015asagainst 56million.Thecapitalexpenditure wasmainlyfundedfrom accruals. internal ` ` 1,477millioninnoncurrent investmentsto 5,644millionon31March, 2014. ` ` ` 11,576milliononMarch 31,2015.Otheradvancesincreased by 42,116millioninFY2014to 10,281millioninFY2014reflecting anincrease of ` ` 2,941millionmainlyrepresents treasury investments. 11,878millionon31March, 2015. Theincrease mainlyrepresents ` 2,871millioninFY2014.Theincrease ismainly ` 119millionto ` 2,363million. ` 2,470millionfrom ` 49,802millioninFY2015. ` 878millionason31March, 2015. management discussionandanalysis ` 1,464millionasat ` 9,106millionason ` statutory reportsstatutory 2,758millionto ` ` 1,296million.This 10,692millionin ` ` 411million.The 11,736million `

7,365 `

117

(STANDALONE OPERATIONS) (STANDALONE Company’s international business operations Company’s 21,130 Million 34,262 Million 8,318 Million Continental Building, 135, Continental Building, April 1, 2014 – March 31, 2015 April 1, 2014 – March Zee Entertainment Enterprises Limited Zee Entertainment Enterprises www.zeetelevision.com [email protected] ` ` ` Dr. Annie Besant Road, Worli, Mumbai 400018 Mumbai Annie Besant Road, Worli, Dr. Indian operations of the Company are carried out Indian operations of the Company are : : : : L92132MH1982PLC028767

:

:

: : : Paid up Capital Revenue Total after taxes Profit Total Number of International locations: their subsidiaries overseas through and in-direct carried out by various direct are distribution and/or office representative in 13 International locations (including offices Mauritius, United Kingdom, UAE, Singapore, arrangement) and the major ones are China, South Africa, Canada, USA etc. Number of National Locations: including hubs of the Country located in major commercial over 10 offices through Pune, etc. Mumbai, New Delhi, Chennai, Kolkata, Noida, Hyderabad, Bangalore, Corporate Identity Number (CIN) Corporate Identity Name of the Company Address Registered Email id List three key products/services that the Company manufactures/provides (as in that the Company manufactures/provides key products/services List three engaged in the business Services and is Broadcasting The Company mainly provides and revenue Advertisement business, apart from As part of the said broadcasting business activity is undertaken by the Company: number of locations where Total i)  ii)  Markets served by the Company: 169 countries. out to over 959 Million viewers across television channels reach Company’s Financial Year reported Financial Year in (industrial activity code-wise): Sector(s) that the Company is engaged of General of Broadcasting The Company is mainly engaged in the business 1. 2. 3. balance sheet): of various National and Regional General Entertainment Television of Broadcasting Channels. of Media out of Syndication from the Company earns revenue Subscription revenue, and/or advertisement space Contents and Commission earned on services provided subsidiaries overseas. in India by Company’s sold for channels broadcasted Entertainment Television Channels i.e. Non-News & Current Affairs Television Channels Television Affairs Channels i.e. Non-News & Current Entertainment Television Services – NIC code (2004) -92132. & Broadcasting Programming falling into ‘Television SECTION A : GENERAL INFORMATION ABOUT THE COMPANY INFORMATION SECTION A : GENERAL 1. 2. 3. 4. Website 5. SECTION B: FINANCIAL DETAILS OF THE COMPANY OF THE COMPANY SECTION B: FINANCIAL DETAILS 8. 9. 10. 6. 7.

investing in tomorrow in investing

responsibility report responsibility business

118 Annual Report2014-15 1. SECTION D:BRINFORMATION No 3. No 2. 1. SECTION C:OTHERDETAILS 5. 4. parent Company?Ifyes, thenindicatethenumberofsuchsubsidiarycompany(s) subsidiaries overseas. towards CSRactivities. after tax(%) than 60%) indicate thepercentage ofsuch entity/entities(Lessthan30%,30-60%,More does businesswithparticipateintheBRinitiativesofCompany?Ifyes,then b) a) Details ofDirector/Directors responsible forBR: Do anyotherentity/entities(e.g.suppliers,distributorsetc.)thattheCompany Do theSubsidiaryCompany/CompaniesparticipateinBRinitiativesof As atMarch 31,2015,theCompanyhas20subsidiaries,including15direct andindirect Does theCompanyhaveanySubsidiaryCompany/Companies? Please refer thereport onCSRactivitiescontainedinthisAnnual Report. List ofactivitiesinwhichexpenditure in4abovehasbeenincurred During theyearunder, theCompanyhasspentapprox 2.02%ofitscurrent profits Total SpendingonCorporateSocialResponsibility(CSR)aspercentage ofprofit (DIN -00031263)ManagingDirector &CEOoftheCompany. BR PoliciesoftheCompanyisultimatelyshouldered byMr. PunitGoenka implemented byManagementatalllevels.Theresponsibility forimplementationof are engrainedinday-to-day businessoperationsoftheCompanyandare policy/policies: Details oftheBRhead: All CorporatePoliciesincludingtheBusinessResponsibilityofCompany Details oftheDirector/Directors responsible forimplementationoftheBR Sr 5 4 3 2 1 Particulars E mailId Telephone Number Designation Name DIN Number [email protected] 022 –24831234 Managing Director &ChiefExecutiveOfficer Mr PunitGeonka 00031263 Details business responsibility report statutory reportsstatutory

119 P9 P9 No NA Yes Yes Yes relation Customer P8 P8 CSR Yes Yes Yes Yes Yes P7 No NA Yes Yes Yes policy P7 Public & regulatory regulatory P6 No NA Yes Yes Yes P6 Protection Environment Environment

P5 P5 No Yes Yes Yes Yes Rights Human No Yes Yes P4 Yes Yes Yes Yes Yes P4 engagement Shareholders Shareholders P3 No NA P3 Yes Yes Yes relevant stakeholder and employees stakeholder relevant wellbeing Employee P2 No P2 Yes Yes Yes Yes Product Product responsibility P1 P1 NA Yes Yes Yes Yes Most of the relevant policies are disseminated and uploaded for information of disseminated and policies are Most of the relevant Ethics Business or modified from time to time. Policies in connection with Business Operations or modified from have been implemented and followed over a period of & Human Resources by the not approved time as per industry norms and/or best practices and were released for are However these Policies as and when approved specifically. Board of the Company at the implementation by the CEO(s) and/or Executive Directors point in time. relevant Within the overall guidance of the Board, the Corporate Policies are framed and/ Within the Corporate Policies are the overall guidance of the Board, All Corporate Policies including Business Responsibility Policy are engrained in all day- engrained Policy are Responsibility Business Policies including All Corporate implemented at all Management to-day business operations of the Company and are time to time. from & CEO by the Managing Director levels and monitored If answer to Sr No 1 against any principle, is “No”, please explain why: Principle-wise (as per NVGs) BR Policy/policies (Reply in Y/N) NVGs) BR Policy/policies (Reply in Principle-wise (as per Indicate the link for the policy to be viewed online Has the policy been formally communicated internal and to all relevant external stakeholders Does the Company have to in house structure implement the policy Does Company have a grievance redressal to mechanism related the policy to address stakeholders grievances to the policy related Has the Company carried out independent audit/ evaluation of the working of this policy by an internal or external agency Questions Do you have a Policy/ policies for Policy been formulated in consultation with stakeholders Does policy conform to any national /international standards Has the policy been by the board? approved If yes has it been signed by MD/CEO/appropriate Director Board Does the Company has specified committee of the to oversee Board/Director implementation of the policy specified principles The Company does not have financial or manpower resources available for the task It is planned to be done within next six months It is planned to be done within next one year Any other reason The Company has not understood the principles The Company is not at a it finds itself in stage where a position to formulate and implement the policies on Questions

6 7 8 9 10 Sr No 1 2 3 4 5 3 4 5 6 1 2 No 2a. 2. investing in tomorrow in investing business responsibility report responsibility business

120 Annual Report2014-15 The Company’s business operationsasserviceprovider requires minimalenergy consumption. 2. 1. contribute tosustainabilitythroughout theirlifecycle Principle 2:Businessesshouldprovide goodsandservicesthatare safeand 2. 1. Transparency andAccountability themselveswithEthics, Principle 1:Businessesshouldconductandgovern SECTION E:PRINCIPLE-WISEPERFORMANCE 3.

Does theCompanypublishaBRorsustainabilityReport?Whatishyperlinkfor Indicate thefrequency withwhichtheBoard ofDirectors, CommitteeoftheBoard Others? Yes/No. Does itextendtotheGroup/Joint Ventures/Suppliers/Contractors/NGOs/ basis. TheBRreport is/shallbeavailableatwww.zeetelevision.com viewing thisreport? Howfrequently itispublished? Director andSeniorManagementoftheCompany. months, Annually, More than1year– or CEOassessestheBRperformanceofCompany. Within3months,3-6 (energy, water, rawmaterialsetc)perproduct (optional): (BCCC) from timetotime. Broadcasting Federation(IBF)anditsarmBroadcasting ContentComplaint’s Council and Broadcasting andtheselfregulatory guidelines/advisoriesissuedbyIndian compliance withapplicableregulations/advisories, issuedbyMinistryofInformation environmental risksand/oropportunities. concerns, are dealtwithbyrespective functionswithintheCompany. ongoing basisthecomplaints/grievancesviewsfrom viewersandotherstakeholders investors duringtheFY2014-15,allofwhichhavebeenresolved. Additionallyonan provide detailsthereof, inabout50words orso. year andwhatpercentage was satisfactorilyresolved bythemanagement?Ifso, bribery, corruption etcbysuchagenciesduringtheirdealingswiththeCompany. suppliers, contractors,NGOsetc,theCompanyfollowszero toleranceonanyactsof These policiesare applicable totheemployeesatalllevels,includingsubsidiaries. giving andreceiving ofgifts andotherbenefitsinthecourseofbusiness relationship etc. has framed/circulated policies whichdealwith(i)Ethicsatworkplace;and(ii)restraining Company’s website:www.zeetelevision.com. Additionally, aspartofHRpolicytheCompany is applicabletoallBoard Members andSeniorManagement.Thecodeisavailableonthe Company hasaCodeofConductthatisapproved bytheBoard ofDirectors andthiscode ii. i. For eachsuchproduct, provide thefollowingdetailsinrespect ofresource use The Company’s broadcasting servicesanddistributionofcontentsthereof are in List upto3ofyourproducts orserviceswhosedesignhasincorporatedsocial Report,25complaintswereAs mentionedintheCorporateGovernance received from How manystakeholders’complaintshavebeenreceived inthepastfinancial Though theCompany’s policiescurrently stakeholdersincluding donotapplytoexternal asanintegralpartofmanagement.The The CompanyconsidersCorporateGovernance Does thepolicyrelating to ethics,briberyandcorruptionapplyonlytheCompany? The CompanyhadstartedpublishingBRreport from financialyear2012-13 onayearly The assessmentofBRperformanceisdoneonanongoingbasisbytheManaging relatedGovernance toBR: the previous year? Reduction during usagebyconsumers(energy, water)has beenachievedsince Reduction duringsourcing/production/distribution throughout thevalue chain business responsibility report statutory reportsstatutory

121

Nil 430 2,121 None pending at the end of financial year. 1 (one) sexual 1 None pending at the end of financial year. NA 265 What percentage of your above mentioned employees were given safety and skill of your above mentioned employees were What percentage basis and also The Company organizes various training sessions in-house on a regular Does the Company have a mechanism to recycle products and waste? If yes what products to recycle Does the Company have a mechanism or waste. any effluent it does not discharge As the Company is a service provider, Please indicate the total number of employees: on temporary/contractual/ hired Please indicate the total number of employees Please indicate the number of permanent women employees: Please indicate number of permanent employee with disabilities: Does the Company have procedures in place for sustainable sourcing (including place for sustainable sourcing in have procedures Does the Company and vendors with its content providers, a healthy relationship The Company maintains local and services from goods and Has Company taken any steps to procure hubs commercial carried out from are Most of the business operations of the Company up-gradation training in the last year? sponsors its employees to attend training sessions organized by external professional functions, basic bodies to facilitate upgradation of skill, of employees handling relevant and safety training. fire is the percentage of recycling of products and waste.(Separately as <5%, 5-10%, of products of recycling is the percentage or so. in about 50 words details thereof, >10%). Also, provide casual basis: by management? Do you have employee association that is recognized No employee association exists members of this recognized of your permanent employees are What percentage employee association? labour, forced to child labour, Please Indicate the number of complaints relating last financial year and pending as on sexual harassment in the involuntary labour, the end of the financial year. during the financial year. and resolved harassment complaint was received transportation). If yes, what percentage of your inputs was sourced sustainably? of your inputs was sourced what percentage transportation). If yes, them in its growth. business policies of the Company include other suppliers and the on conformity of safe working lays emphasis of vendor registration The process by the business ethics and general housekeeping of child labour, conditions, prevention television channels’ on Company’s broadcast / programs Further various events vendor. strata of society. all from opportunities to talents designed to offer are their place of work? If yes, including communities surrounding small producers, the capacity and capability of local and what steps have been taken to improve small vendors required and other goods and service providers of the country and the content provider local vendors and small producers, from sourced for the day-to-day operations are Additionally the Company encourages local talent which has contributed to their growth. of contents for its television channels. in production

8. 5. the well being of all employees Principle 3: Business should promote 1. 2. 3. 4. 5. 6.  7.  3. 4. investing in tomorrow in investing business responsibility report responsibility business

122 Annual Report2014-15 2. 1. Principle 5:Businessshouldrespect andpromote humanrights 3. Yes 2. 1. stakeholders, especiallythosewhoare disadvantaged,vulnerableandmarginalized Principle 4:Businessesshouldrespect interest of,andberesponsive towards all marginalized stakeholders? regular basis. investorsand(vii)professional(vi) domestic&international serviceproviders. Council ofIndia;(ii)ContentProducers; (iii)Vendors; (iv)financialinstitutions;(v)banks; regulatory bodiesviz.Broadcast ContentCompliantCouncil &AdvertisingStandards Foreign InvestmentPromotion Board, StockExchangesandDepositories&Self of CorporateAffairs, ReserveBankofIndia,SecuritiesandExchangeBoard ofIndia, Ministry ofInformation&Broadcasting, theDepartmentofTelecommunication, Ministry /regulatorycategories include(i)CentralandStateGovernments authoritiesviz.the year 2014-15. and whatpercent wassatisfactorilyresolved bytheManagement? instances ofanyabuse. awareness oftheimportancehumanrightswithinitsvaluechainanddiscourage rights suchasprevention ofchildlabour, womanempowermentetc.Zeepromotes of humanrights.Zeeadheres toallstatuteswhichembodiestheprinciplesofhuman extend totheGroup/Joint ventures/ suppliers/contractors/NGOs/Others? are includedinareport onCSRactivitiesformingpartofthisAnnualReport. aids tofloodaffected persons/areas inJammu&Kashmir. telecast wascontributedtotheNGOUnitedWay ofIndiatopledgesupportandprovide of IndiaandtheAdvertisementrevenue ofoverRs.70Millionaccruedonthesaid concert wastelecastacross all39channelsoftheCompanytoreach outtoeverycitizen Producers Guildhadlaunched acharityconcert‘HumHainUmmeed-E-Kashmir’.This with theEventandEntertainmentManagementAssociationFilmTelevision awareness forfloodstricken areas ofJammu&Kashmir, theCompanyinpartnership a greener andsaferworld. Duringtheyearunderreview, tofacilitateraisingfundsand thereof disadvantaged, vulnerableandmarginalizedstakeholders?Ifso,provide details There were nocomplaintsreported onviolationofanyHumanrightsduringthefinancial How manystakeholdercomplaintshavebeenreceived inthepastfinancialyear Zee believesthatanorganizationrests onafoundationofbusinessethicsandvaluing Does thepolicyofCompanyonhumanrightscoveronly theCompanyor Apart from thesetheCompanyhas executedvariousCSRinitiativesdetailedwhereof As partofitsbusinessoperations,theCompanysupportsvariousinitiativestocreate Are there anyspecialinitiativestakenbytheCompanytoengagewith Out oftheabove,hasCompanyidentifieddisadvantaged,vulnerableand However theprocess ofmappingstakeholdersisanongoingeffort ofupdationon stakeholders,themajor/key andexternal The Companyhasmappedinitsinternal shareholders andexternal ? Has theCompanymappeditsinternal business responsibility report statutory reportsstatutory

123 Indian Film & TV Producer Council Indian Film & TV Producer Association Indian Motion Pictures Council Audience Research Broadcast Indian Council of Arbitration Indian Broadcasting Foundation Indian Broadcasting Advertising Agencies Association of India C. D. E. F. above associations for advancement or Have you advocated/lobbied through The Company has been active in various business associations and supports / No, the Company being in the business of Broadcasting does not involve in any of Broadcasting No, the Company being in the business energy initiatives on – clean technology, Has Company undertaken any other does not involve in any of Broadcasting No, the Company being in the business within permissible limits generated by the Company the Emissions/Waste Are does not Not applicable, since the Company being in the business of Broadcasting, CPCB/SPCB which are from Number of show cause/legal notices received Is your Company a member of any trade and chambers or association? If yes, The Company is a Member of: A. B. Does the policy related to principle 6 cover only the Company or extend to the 6 cover only the Company or extend to principle Does the policy related for long term sustainability is of prime environment the Nurturing and safeguarding global environmental have strategies/initiatives to address Does the Company risks? Y/N potential environmental Does the company identify and assess does not involve in any of Broadcasting No, the Company being in the business Mechanism? to Clean Development related Does the Company have any project improvement of public good? Yes/No; If yes, specify the broad areas If yes, specify the broad of public good? Yes/No; improvement advocates on various issues for better viewer experience. environmental compliance report is filed? compliance report environmental manufacturing activity. energy etc? Y/N. If yes, please give hyperlink to web renewable efficiency, page etc. manufacturing activity. reported? given by CPCB/SPCB for the financial year being involve any manufacturing activity to satisfaction) as of end of financial year. pending (i.e. not resolved name only those major ones that your business deals with. Group/Joint ventures/ suppliers/ contractors/ Ngos/ Others? suppliers/ contractors/ ventures/ Group/Joint initiatives green on standalone basis, has undertaken several importance. The Company, the year. locations during at all its office warming, etc? Y/N. If yes, please give issues such as climate change, global hyperlink for webpage etc manufacturing activity. any whether or so. Also, if Yes, in about 50 words details thereof If so, provide

2. 5. 6. 7. Nil regulatory policy, Principle 7: Business, when engaged in influencing public and manner should do so in a responsible 1. Principle 6: Business should respect, protect, and make efforts to restore the to restore and make efforts protect, should respect, Principle 6: Business environment 1. 2. No 3. 4. investing in tomorrow in investing business responsibility report responsibility business

124 Annual Report2014-15 4. None 3. 2. 1. consumers inaresponsible manner Principle 9:Businessshouldengagewithandprovide valuetotheircustomersand Yes 5. 4. 3. 2. 1. Principle 8:Businessesshouldsupportinclusivegrowth andequitabledevelopment Amount inINRandthedetailsofprojects undertaken? undertaken bytheCompany. the AnnualReportonCSRformingpartofthisReport. Requisite detailsofentitiesthrough whomCSRinitiativeswere undertakenincluded in structures/any NGO/government otherorganisation? external part ofthisAnnualReport. the policyrelated toPrinciple8? from timetoonprocess requirement areas through consultingfirms. emerging trends onconsumerpreferences. TheCompanyalsocarriesoutstudies (either web-basedorotherwise)foridentifyingconsumers viewing behaviorand channels/Program, themarketingdepartmentonaregular basiscarriesoutsurveys the lastfiveyearsandpendingasofendfinancialyear? trade practices,irresponsible advertisingandoranti-competitivebehaviorduring above whatismandatedasperlocallaws? of financialyear. financial year? successfully adoptedbythecommunity? Annual Report. Apart from televisionratingssignifyingpopularityandviewershipofvariousTelevision Did yourCompanycarryoutanyconsumersurvey/consumer satisfactiontrends? Is there anycasefiledbystakeholderagainsttheCompany regarding unfair Not applicable Does theCompanydisplayproduct informationontheproduct label,overand There are nomaterialconsumercases/customercomplaintsoutstandingasattheend What percentage ofcustomer complaints/consumercasesasontheendof Have youtakenstepstoensure thatthiscommunitydevelopmentinitiativeis Refer detailsofCSRcontributionsintheAnnualreport onCSRformingpartofthis What isCompany’s direct contributiontocommunitydevelopmentprojects- The CSRteamoftheCompanyregularly doesimpactassessmentofvariousinitiatives Have youdoneanyimpactassessmentofyourinitiative? The CompanygenerallyundertakesCSRprojects inpartnershipwithvariousagencies. Are theprogrammes/projects undertakenthrough in-houseteam/ownfoundation/ Requisite detailsofCSRinitiativesare includedintheAnnualReportonCSRforming Does theCompanyhavespecifiedprogrammes/initiatives/projects inpursuitof business responsibility report statutory reportsstatutory

125 Mihir Modi Chief Finance & Strategy Officer

there has not been any significant change in internal control over financial reporting; over financial not been any significant change in internal has control there not been any significant changes in accounting policies; and have there that involve aware have been no instances of significant fraud of which we are there these statements do not contain any materially untrue statement or omit any not contain any materially untrue statement these statements do affairs a true and fair view of the Company’s these statements together present management or other employees having significant role in the Company’s internal role in the Company’s management or other employees having significant reporting. system over financial control material fact or contain any statement that might be misleading; material fact or contain laws and applicable compliance with existing accounting standards, in and are regulations.

During the year: i) ii) iii) We have reviewed the financial statements and cash flow statement for the year ended and cash flow statement for the the financial statements have reviewed We i) ii) into by the Company the best of our knowledge and belief, no transactions entered To for financial for establishing and maintaining internal controls responsibility accept We of the Company pertaining to financial reporting and have disclosed to the Auditors and of the Company pertaining to financial or operation of such internal if any, Audit Committee, deficiencies in the design controls, to taken to rectify and the steps we have taken or proposed aware of which we are these deficiencies. March 31, 2015 and that to the best of our knowledge and belief: 31, 2015 and that to the March violative of the fraudulent, illegal or 31, 2015 are during the year ended March code of conduct. Company’s systems internal of the control and that we have evaluated the effectiveness reporting d) Punit Goenka & Chief Executive Officer Managing Director Mumbai, May 21, 2015 We, Punit Goenka, Managing Director & CEO and Mihir Modi, Chief Finance and Strategy CEO and Mihir Modi, Chief Finance and & Director Punit Goenka, Managing We, that: Enterprises Limited (‘the Company’), certify of Zee Entertainment Officer a) b) c) investing in tomorrow in investing statements of the company the of statements certification on financial on certification 126 Annual Report 2014-15

financial statements

financial statements STANDALONE 128 Independent Auditor’s Report 132 Balance Sheet 133 Statement of Profit and Loss 134 Cash Flow Statement 136 Notes 163 Five Years Financial Highlights 164 Performance Ratios - An Analysis

CONSOLIDATED 165 Independent Auditor’s Report 170 Balance Sheet 171 Statement of Profit and Loss 172 Cash Flow Statement 174 Notes Attendance Slip & Proxy Form We have sought and obtained all We the information and explanations As required by Section 143 (3) of the by Section As required a) We draw attention to Note 43 of the draw We respect Our opinion is not modified in ‘Companies by the As required In our opinion and to the best of our In our opinion and to explanations given to us, we give in the a Statement on the matters Annexure specified in paragraphs 3 and 4 of the Order. that: Act, we report financial statements regarding Scheme regarding financial statements of Arrangement for demerger of Media Business Undertaking of Diligent Media Corporation Limited and vesting with 2014, 31 March the Company w.e.f. by the Hon’ble High Court approved in hence given effect during the year, these financial statements. of this matter. 2015’ issued Report) Order, (Auditor’s by the Central Government in of India terms of Section 143(11) of the Act to as the “Order”) referred (hereinafter and on the basis of such checks of the of the Company books and records and appropriate as we considered to the information and according our audit opinion on the standalone our audit opinion on financial statements. to the information and according us, the aforesaid explanations given to statements give standalone financial by the Act the information required and give a in the manner so required true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs 2015, of the Company as at 31 March and its cash flows for the and its profit year ended on that date. 7. Emphasis of Matters 5. Report on other Legal and Regulatory requirements 6. Opinion 4. We believe that the audit evidence We An audit involves performing Our responsibility is to express an is to express Our responsibility have taken into account the We our audit in accordance conducted We appropriateness of the accounting appropriateness policies used and the reasonableness of the accounting estimates made by as well as Directors, the Company’s of evaluating the overall presentation the financial statements. and we have obtained is sufficient a basis for to provide appropriate the financial statements are free from from free the financial statements are material misstatement. to obtain audit procedures evidence about the amounts and in the financial the disclosures selected statements. The procedures judgment, depend on the auditor’s including the assessment of the risks of material misstatement of the financial statements, whether due to In making those risk fraud or error. assessments, the auditor considers relevant to internal financial control of the preparation the Company’s financial statements that give a true to design audit and fair view in order in the appropriate that are procedures but not for the purpose circumstances, an opinion on whether of expressing the Company has in place an adequate system over internal financial controls reporting and the operating financial An of such controls. effectiveness audit also includes evaluating the opinion on these standalone financial opinion on these standalone our audit. statements based on of the Act, the accounting provisions and matters and auditing standards to be included in the required which are of the under the provisions audit report Act and the Rules made thereunder. on Auditing with the Standards specified under Section 143(10) of the we that require Act. Those Standards and comply with ethical requirements plan and perform the audit to obtain assurance about whether reasonable

Auditor’s Responsibility Auditor’s 3.

Zee

The Company’s Board of Directors of Directors Board The Company’s We have audited the accompanying have audited the accompanying We whether due to fraud or error. effectively for ensuring the accuracy effectively and completeness of the accounting and to the preparation relevant records, of the financial statements presentation that give a true and fair view and material misstatement, from free are application of appropriate accounting application of appropriate policies; making judgments and and reasonable estimates that are prudent; and design, implementation and maintenance of adequate internal operating that were financial controls, 2014. This responsibility also includes 2014. This responsibility maintenance of adequate accounting with the in accordance records of the Act for safeguarding provisions the assets of the Company and for and detecting frauds and preventing selection and other irregularities; of the Company in accordance with of the Company in accordance the accounting principles generally accepted in India, including the specified under Accounting Standards with Rule Section 133 of the Act, read 7 of the Companies (Accounts) Rules, is responsible for the matters stated is responsible in Section 134 (5) of the Companies to Act, 2013 (“the Act”) with respect of these standalone the preparation financial statements that give a true and fair view of the financial position, financial performance and cash flows other explanatory information. Entertainment Enterprises Limited (“the Company”), which comprise the 2015, Balance Sheet as at 31 March and Loss, the the Statement of Profit Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and standalone financial statements of standalone financial Management’s Responsibility for the Responsibility for Management’s Standalone Financial Statements 2. Report on the Standalone Financial Report on the Standalone Statements 1. To The members of Enterprises Limited Zee Entertainment investing in tomorrow in investing

auditors’ report auditors’ independent

128 Annual Report2014-15 e) d) c) b)

representations received from the (Accounts) Rules,2014; with Rule7oftheCompanies Section 133oftheAct,read Standards specifiedunder comply withtheAccounting standalone financialstatements books ofaccount; Report are inagreement withthe Flow Statementdealtwithbythis of Profit andLoss,theCash of thosebooks; as itappearsfrom ourexamination been keptbytheCompanysofar account asrequired bylawhave purposes ofouraudit; and beliefwere necessaryforthe which tothebestofourknowledge On thebasisofwritten In ouropinion,theaforesaid The BalanceSheet,theStatement In ouropinion,proper booksof

f) explanations giventous: information andaccording tothe opinion andtothebestofour Auditors) Rules,2014,inour 11 oftheCompanies(Auditand Report inaccordance withRule to beincludedintheAuditor’s 164 (2)oftheAct; as adirector intermsofSection March 2015from beingappointed directors isdisqualifiedason31 the Board ofDirectors, noneofthe directors andtakenonrecord by ii. i. respect totheothermatters With

litigations onitsfinancial the impactofpending have anylong-termcontracts financial statements; Notes 26and27tothe statements –Refer position initsfinancial The Companydidnot The Companyhasdisclosed

Partner 21 May2015 Mumbai, Firm RegistrationNumber101169W/W-100035 iii. Company. and Protection Fundbythe to theInvestorEducation required tobetransferred in transferringamounts losses; and were anymaterialforeseeable contracts forwhichthere including derivative There hasbeennodelay financial statements Membership Number107832 Chartered Accountants For Hitendra Bhandari MGB &Co.LLP

Standalone

129

Undisputed statutory dues Undisputed statutory dues employees’ state insurance, employees’ state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and others as applicable have generally been deposited with the regularly authorities. appropriate no undisputed are There amounts payable in respect dues outstanding of aforesaid 2015 for a as at 31 March than six months period of more the date they became from payable. including provident fund, fund, including provident The Company has not accepted any The Company has not The Central Government of India has the of to the records According (a) deposits from the public within the the public within deposits from 73 to 76 of the meaning of Sections to thereunder Act and the rules framed the extent notified. of the maintenance not prescribed under Section 148 (1) of cost records the Act for any of the activities of the Company. examined by us and Company, information and explanations given to us: (v) (vi) (vii)

In our opinion, the procedures of In our opinion, the procedures has In our opinion, the Company physical verification of inventoryphysical verification arefollowed by the management and adequate in relation reasonable and theto the size of the Company of its business. nature of records maintained proper As explained to us, no inventory. noticed on were discrepancies physical verification as compared to the book records. In our opinion and according to the to the In our opinion and according (b) (c) The Company has not granted any information and explanations information and explanations is an adequate given to us, there system internal control commensurate with the size of of its the Company and the nature to purchase business with regard fixed assets and sale of inventory, of goods and services. During the course of our audit, we have not to observed any continuing failure major weaknesses in the correct of systems in respect internal control areas. the aforesaid loan, secured or unsecured, to to or unsecured, loan, secured companies, firms or other parties maintained in the register covered under Section 189 of the Act. (iv) (iii) The inventory has been physically All the fixed assets, except All the fixed assets, except The Company has maintained The Company has maintained verified (copyrights of media to reference content verified with by title documents/agreements) the management at reasonable intervals during the year. having regard to the size of the to the size of the having regard of its Company and the nature noticed on assets. Discrepancies not such verification, which are dealt material, have been properly with in the books of account. (IRD) boxes lying with third (IRD) boxes lying with third parties, have been physically verified by the management In our opinion, during the year. this periodicity of physical reasonable verification is proper records showing full showing full records proper particulars including quantitative details and situation of its fixed assets. Integrated Receiver Decoders

(a) (a) (b) (ii)

our report of even date to the members of even date to the our report Enterprises Limited of Zee Entertainment statements on the standalone financial 2015 31 March for the year ended (i) Annexure referred to in Paragraph 6 referred Annexure of “Report on Other under the heading of Requirements” Legal and Regulatory investing in tomorrow in investing independent auditors’ report auditors’ independent

130 *pertains toerstwhileETCNetworksLimited,mergedwiththeCompany. ^ represents absoluteamount (ix) (viii)  Annual Report2014-15 Name oftheStatute The CentralExciseAct,1944 The IncomeTax Act,1961 cash lossesduringthecurrent financial financial yearandhasnotincurred any accumulated lossesattheendof repayment of duestobanksand financial year. year orintheimmediatelypreceding The Companyhasnotdefaulted in The Companydoesnothave (c) (b) thereunder withintime. Act, 1956andtherulesframed provisions oftheCompanies in accordance withtherelevant education andprotection fund required amounttoinvestor dispute are asunder: The Companyhastransferred According totherecords oftheCompany, theduesofservicetaxandincomewhichare notdepositedonaccountofany Nature oftheDues Source (including Tax Deductedat Income Tax Service Tax interest) (xi) (x) were raised. applied forthepurposewhich they during theyearwhichhavebeen Company. not prejudicial totheinterests ofthe others from banksare primafacie for loanstakenbysubsidiariesand the Companyhasgivenguarantees us, thetermsandconditionsonwhich information andexplanationsgivento debentures duringtheyear. The Companyhasnotissuedany financial institutionsduringtheyear. The Companyhasraisedterm loans In ouropinionandaccording tothe ( ( ` ` 176,706)^ 426,630)^ ( ` /million) Amount 3,085 262 148 312 293 45* 43 18 15 10 69 3* 5 0 2 1 5 0 1

Period towhichthe F.Y. 2007-2008 F.Y. 2007-2008 F.Y. 2012-2013 F.Y. 2011-2012 F.Y. 2012-2013 F.Y. 2011-2012 F.Y. 2006-2007 F.Y. 2007-2008 F.Y. 2006-2007 F.Y. 2006-2007 F.Y. 2004-2005 F.Y. 2010-2011 F.Y. 2009-2010 F.Y. 2008-2009 F.Y. 2007-2008 F.Y. 2009-2010 F.Y. 2004-2005 F.Y. 1995-1996 F.Y. 2013-2014 F.Y. 2012-2013 F.Y. 2011-2012 F.Y. 2010-2011 amount relate

Customs, CentralExciseandServiceTax Appellate 21 May2015 Mumbai, (xii) Additional CommissionerofServiceTax, Mumbai Firm RegistrationNumber101169W/W-100035 during theyear. Company hasbeennoticedorreported us, wereport thatnofraudonorbythe information andexplanationsgivento performed andaccording tothe Based ontheauditprocedures Commissioner ofCentralExcise(Appeals) Commissioner ofIncomeTax (Appeals) Commissioner ofIncomeTax (Appeals) Commissioner ofIncomeTax (Appeals) Commissioner ofIncomeTax (Appeals) Forum where disputeispending financial statements Income Tax AppellateTribunal Membership Number107832 Chartered Accountants Dispute ResolutionPanel For Hitendra Bhandari MGB &Co.LLP High Court High Court Standalone Tribunal Partner

131 70 16 275 291 997 172 2014 2,000 7,980 1,646 4,911 1,096 1,755 2,186 3,256 7,197 2,558 3,625 8,080 6,457 21,130 11,202 28,835 47,169 18,551 39,681 47,169 18,334 Millions)

` ( 12 274 516 394 406 879 266 2015 4,351 4,495 8,318 3,012 2,236 3,115 9,702 2,661 3,814 6,593 6,571 17,244 12,071 10,327 38,739 55,983 21,152 24,723 45,875 55,983 Mihir Modi Chief Finance & Strategy Officer 8 9 3 4 5 6 7 7 6 10 11 12 14 15 16 11 17 1-47 Note Sunil Sharma Director Punit Goenka & CEO Managing Director M Lakshminarayanan Company Secretary For and on behalf of the Board

MGB & Co. LLP Date: 21 May, 2015 Date: 21 May, Hitendra Bhandari Partner Membership Number 107832 Place: Mumbai Notes forming part of the financial statements of even date As per our attached report For Accountants Chartered Firm Registration Number 101169W/W-100035 Trade receivables Trade Cash and bank balances Short-term loans and advances assets Other current Total Deferred tax assets (net) Deferred Long-term loans and advances Assets Current investments Current Inventories Fixed assets assets Tangible Intangible assets Capital work-in-progress investments Non-current Short-term provisions Total ASSETS Assets Non-current Long-term borrowings Long-term provisions Liabilities Current payables Trade liabilities Other current EQUITY AND LIABILITIES Funds Shareholder’s capital Share Reserves and surplus Liabilities Non-current investing in tomorrow in investing

sheet balance as at 31 March, 2015 as at 31

132 for theyearended31March,2015 profit andloss statement of Annual Report2014-15 Date: 21May, 2015 Place: Mumbai Membership Number107832 Partner Hitendra Bhandari Firm RegistrationNumber101169W/W-100035 Chartered Accountants For As perourattachedreport ofevendate Notes formingpartofthefinancialstatements Basicanddiluted perequityshareEarnings (facevalue Profit aftertax MAT credit entitlement-earlieryear Deferred taxcharge/(benefit) Current tax Provision fortax Less :Tax expense Profit before tax Total Other expenses Depreciation andamortisationexpense Finance costs Employee benefitsexpense Operational cost Expenses Total Other income Revenue from operations Revenue MGB &Co.LLP - - earlier years current year ` 1each) Company Secretary M Lakshminarayanan Managing Director &CEO Punit Goenka For andonbehalfoftheBoard Director Sunil Sharma Note 1-47 24 23 22 21 20 19 18 45 580 18 12,122 24,413 7,501 2,816 13,498 36,535 2,273 34,262 7.15 8,318 2,989 4,185 (1,484) (1,886) Chief Finance&StrategyOfficer Mihir Modi financial statements 2015 (3) 338 72 (44) 7.94 7,723 4,074 11,750 20,852 5,113 2,228 13,101 32,602 1,845 30,757 - ( ` Millions) Standalone 2014

133 - (0) (8) 11 43 23 71 (50) (10) 667 117 338 116 161 2014 (117) 8,049 4,430 1,790 1,176 (3,694) 10,970 (2,744) (2,531) (3,490) (1,186) (1,465) (1,617) (3,619) (1,395) 30,946 11,750 Millions)

(28,241) ` ( - 5 (2) 42 58 15 (89) (42) 339 730 580 2015 (100) (614) (124) (242) (201) (869) (940) 1,385 1,714 6,623 (2,000) (1,228) (3,575) (1,530) (1,494) 26,750 12,122 (3,839) 10,581 10,198 (27,906) 462,000) ` Others Subsidiary

- by others Loans repaid Dividend received received Interest Net cash flow used in investing activities (B) Sale of long-term investments investments of current Purchase investments Sale of current Loans to - Net cash flow from operating activities (A) Net cash flow from investing activities Cash flow from of fixed assets / capital work-in-progress Purchase Sale of fixed assets Investments in deposit accounts (P.Y. of long-term investments Purchase Increase in trade and other receivables Increase in inventories Increase in trade and other payables Increase operations Cash generated from taxes paid (net) Direct Profit on sale of long-term investments Profit Dividend income income Interest working capital changes before Operating profit Adjustments for : Liabilities / excess provision written back Liabilities / excess provision loss / (gain) on exchange adjustments (net) Unrealised of fixed assets (net) Loss on sale / discard expense Interest investments Reversal of diminution in the value of long-term investments (net) on sale of current Profit Cash flow from operating activities Cash flow from tax before Profit Adjustments for : and amortisation expense Depreciation and advances for doubtful debts / (reversal) Provision

B.

A. investing in tomorrow in investing

statement cash flowcash for the year ended 31 March, 2015 ended 31 March, for the year

134 3. 2. 1. Notes: for theyearended31March,2015 statement cash flow Annual Report2014-15 C. Date: 21May, 2015 Place: Mumbai Membership Number107832 Partner Hitendra Bhandari Firm RegistrationNumber101169W/W-100035 Chartered Accountants For As perourattachedreport ofevendate MGB &Co.LLP flow statement. Corporate SocialResponsibilityexpenses(ReferNote44). Transactions pursuanttotheSchemeofArrangement(Refernote43),beingnon-cash,havenotbeenconsidered intheabovecash Previous year’s figures havebeen regrouped, recast wherever necessary. Cash andbankbalancesattheendofyear Add: Balancesearmarked Add: Balancesindepositaccounts(P.Y. Net cashandequivalents Cash andcashequivalentsatthebeginningofyear Cash andbankbalancesreceived pursuanttotheSchemeofArrangement(Refernote43)( Net cashflowduringtheyear(A+B+C) Net cashflowusedinfinancingactivities(C) Interest paid Dividend paid(includingdividendtax) Repayment ofshort-termborrowings Repayment oflong-termborrowings Proceeds from long-termborrowings Proceeds from issueofshare capital Cash flowfrom financingactivities ` 462,000) Company Secretary M Lakshminarayanan Managing Director &CEO Punit Goenka For andonbehalfoftheBoard Director Sunil Sharma ` 62,485) Chief Finance&StrategyOfficer Mihir Modi (3,418) (2,348) (1,001) 3,012 1,634 2,000 1,000 financial statements 2015 (634) (64) (15) 10 12 0 - ( `

Standalone Millions) (2,244) (1,486) 1,634 2,384 1,646 (750) 2014 778 (22) (12) 12 14 - - 0

135

Intangible assets are amortised Intangible assets are Premium on Leasehold Land Premium Depreciable amount for Depreciable and Leasehold Improvements and Leasehold Improvements amortised over the period are of Lease. individual over their respective estimated useful lives on a straight line basis. less its estimated residual less its estimated residual value. on tangible fixed Depreciation on straight- assets is provided line method as per the useful in Schedule life prescribed II to the Companies Act, of the 2013 except in respect following categories of assets, life of the assets the where has been assessed based on technical advice, taking of the into account the nature asset, the estimated usage of the asset, the operating conditions of the asset, past etc. history of replacement - 15 years Aircraft - 5 years and Fixtures Furniture Gas Plant - 20 years Mobile Phones - 3 years Plant and Machinery - 5-10 years - 5 years. Vehicles tangible fixed assets is the cost of an asset, or other amount substituted for cost, (iii) (ii) Depreciation / Amortisation on Depreciation (i) that those assets have suffered suffered that those assets have such impairment loss. If any recoverable indication exists, the estimated in amount of assets is of to determine the extent order recoverable impairment loss. The net selling amount is higher of the determined price and value in use, future by discounting the estimated the cash flows expected from continuing use of the asset to their value. present tangible / intangible assets g

Tangible fixed assets fixed Tangible Receiver Decoders (IRD) capitalised, when boxes are available for deployment. comprises cost of tangible related fixed assets and not yet expenses that are their intended use at for ready date. the reporting are stated at cost, less stated are accumulated depreciation and impairment loss, if any. The cost comprises purchase costs if price, borrowing capitalisation criteria are attributable met and directly cost of bringing the asset to its working condition for the intended use. Integrated Capital work-in-progress work-in-progress Capital Impairment of tangible and At each Balance Sheet date, the Intangible assets are Intangible assets acquired costs Borrowing costs attributable to Borrowing Tangible fixed assets Tangible (i) they occur. intangible assets the carrying Company reviews amount of assets to determine is an indication whether there measured on initial recognition on initial recognition measured at cost and stated at cost less accumulated amortisation and impairment loss, if any. the acquisition or construction of qualifying assets till the time such intended use for ready assets are capitalised as part of cost of are the assets. All other borrowing expensed in the period costs are reported amount of revenue and amount of revenue reported Difference expenses for the period. and between the actual results in the recognised estimates are are period in which the results known / materialised. f d e c

(ii) 

Use of estimates of financial The preparation The financial statements are The financial statements are Basis of preparation Broadcasting of Satellite Television of Satellite Television Broadcasting Space Selling agent for other Sale of Media Content i.e. management to make estimates and assumptions that affect amount of assets the reported and liabilities, on the date of the financial statements and the statements are consistent with consistent with statements are year. those of previous the statements requires Securities and Exchange Board Securities and Exchange Board of India (SEBI). The financial statements have been prepared on accrual basis and under the historical cost convention. The accounting policies adopted in of the financial the preparation Section 133 of the Companies Section 133 of the Companies with Rule Act, 2013 (Act) read 7 of the Companies (Accounts) of Rules, 2014, the provisions the Act (to the extent notified) and guidelines issued by the prepared on going concern basis on going concern basis prepared with Generally in accordance Accepted Accounting Principles in India (Indian GAAP). GAAP comprises mandatory accounting under as prescribed standards programs / film rights / feeds / programs music rights Channels; satellite television channels;

b Significant Accounting Policies a (a) (b) (c) Zee Entertainment Enterprises incorporated in the State of Maharashtra,incorporated in the State Bombay StockIndia and is listed on National StockExchange (BSE) and The Company isExchange (NSE) in India. businesses: mainly in the following Corporate Information Company”) isLimited (“ZEEL” or “the

2

1. investing in tomorrow in investing notes forming part of the financial statements part of the financial forming

136 forming partofthefinancialstatements notes Annual Report2014-15 i h Investments currencies (iii) (ii) (i) Transactions inforeign (ii) (i) Investment inlandwhichis those atwhich they were items atratesdifferent from or onreporting suchmonetary settlement ofmonetaryitems differences arisingon the reporting date.Exchange exchange rateprevailing at items are translatedusingthe the dateofsuchtransaction. exchange rateprevailing on are accountedatthe condition forintendeduse. property toitsworking of bringingtheinvestment and directly attributablecost capitalisation criteriaare met price, borrowing costs,if The costcomprisespurchase property andstatedatcost. is classifiedasInvestment the operationsofCompany substantially forusebyorin not intendedtobeoccupied investments. temporary inthevalueofsuch for diminutionotherthan stated atcostlessprovision Long-term investmentsare an individualinvestmentbasis. market valuedeterminedon stated atlowerofcostandfair investments. classified aslong-term investment property are other investmentsincluding as current investments.All are made,are classified which suchinvestments one yearfrom thedateon be heldfornotmore than realisable andintendedto Investment property Foreign currency monetary Foreign currency transactions Current investmentsare Investments, whichare readily  (iii) (iii)  j measured. and therevenue canbereliably benefits willflowtotheCompany extent itisprobable thateconomic (v) (iv) (ii) (i) Revenue isrecognised tothe Revenue recognition Commission-Space Services selling is Non-monetary foreign cost. currency itemsare carriedat which theyarise. expenses intheperiod recognised asincomeor financial statementsare period, orreported inprevious initially recorded duringthe interest rate. outstanding and theapplicable taking intoaccountamount on atimeproportion basis performed. such servicesare completed/ is recognised asandwhen on telecast. appears before thepublici.e. advertisement orcommercial recognised whentherelated the agreed terms. customers inaccordance with have beentransferred tothe significant risksand rewards is recognised, whenthe to subscribers. television broadcasting service time basisontheprovision of revenue isrecognised on i.e. ontelecast.Subscription appears before thepublic advertisement orcommercial is recognised whentherelated discount andvolumerebates) Advertisement revenue (netof Interest incomeisrecognised Revenue from otherservices Sales -Mediacontent Broadcasting revenue -

2  k Inventories (i) (vi)

Media contenti.e.Programs, 4 3 1 than itscarryingamount, useful economiclifeisless on thebasisofitsestimated Where therealisable value / direct production cost. Cost comprisesacquisition cost orrealisable value. lower ofcost/unamortised production) are statedat / acquired) andunder (completed (commissioned Film rights,Musicrights receive dividendisestablished. when theCompany’s rightto as under: expensed /amortised film rights,musicrightsare as impairment.Programs, the difference isexpensed Media Content: Dividend incomeisrecognised financial statements Music rights are amortised Film rightsare amortised Programs -reality shows, Programs (other than revenue potential. estimate offuture as permanagement commencement ofrights, starting from theyearof over three financialyears whichever isshorter. commencement ofrights, or 60monthsfrom the over thelicensedperiod on astraight-linebasis future revenue potential. management estimateof of firsttelecast,asper starting from theyear over three financialyears (1) above)are amortised on telecast. etc. are fullyexpensed shows andsportsrights current affairs, game chat shows,events,

Standalone

137 retained by the lessor are by the lessor are retained leases. classified as operating Lease payments / revenue are under operating leases as expense / recognised income on accrual basis with the in accordance lease agreements. respective Provisions, contingent liabilities Provisions, involving substantial Provisions Earnings per share is Basic earnings per share outstanding during the period, outstanding during the period, would be except when the results anti-dilutive. and contingent assets estimation in of degree recognised are measurement obligation is present when there of past events and as a result will be that there it is probable These resources. an outflow of at each reviewed estimates are date and adjusted to reporting best estimates. the current reflect not Contingent liabilities are disclosed but are recognised in the financial statements. neither Contingent assets are nor disclosed in the recognised financial statements. computed and disclosed using computed and disclosed using the weighted average number of outstanding during equity shares the period. Dilutive earnings is computed and per share disclosed using the weighted average number of equity and dilutive equity equivalent shares p o

Minimum Alternate Tax (MAT) (MAT) Minimum Alternate Tax on convincing evidence, it that the future is probable economic benefits associated with it will flow to the Company and the assets can be reliably. measured capitalised and the Lease are lease liability corresponding amount at an is recorded equal to the fair value of the leased asset at the inception of the lease. Initial costs attributable to lease directly the asset with recognised are under lease. of all the risks and rewards effectively ownership are of prudence in respect of prudence in respect tax asset, on of deferred being the timing difference, between taxable difference income and accounting in income that originate capable one period and are in one or more of reversal and subsequent periods using relevant measured enacted tax rates and laws. with tax paid in accordance laws, which give rise to future economic benefits in the form of adjustment of future as is recognised tax liability, an asset only when, based Finance lease Finance under Finance Assets acquired lease Operating Lease of assets under which (iii) n Leases (i) (ii) 

Deferred tax is recognised, tax is recognised, Deferred Current Tax is determined as Tax Current Payment to defined Post employment and other Raw Stock : Tapes are valued valued are Raw Stock : Tapes as per the provisions of the as per the provisions Act, 1961. Income Tax subject to consideration and losses are charged to the and losses are and Loss. Statement of Profit benefit contribution retirement as an recognised schemes are expense in the Statement of and Loss, when due. Profit the amount of tax payable of taxable income in respect the service. long-term employee benefits as an expense recognised are in the Statement of Profit and Loss at the present value of the amount payable determined using actuarial valuation techniques in the year the employee renders the service. Actuarial gains at lower of cost or estimated at lower of cost or estimated value. Cost net realisable is taken on weighted average basis. expensed at the benefits are undiscounted amount in the and Loss in Statement of Profit the year the employee renders Short-term employee Short-term

(i) (ii) (iii) Accounting for taxes on income (ii) (ii) and other employee Retirement benefits

m l investing in tomorrow in investing

(i) 

notes forming part of the financial statements part of the financial forming

138

forming partofthefinancialstatements notes Annual Report2014-15   3

b) a) d) c) Outstanding attheendofyear Add :Allottedonexercise ofEmployeeStockOptions At thebeginningofyear Issued, subscribedandpaidup Outstanding attheendofyear below) Add :AllottedonissueofbonusPreference Shares (Refer (d)(i) below andNote43) Add :AllottedpursuanttotheSchemeofArrangement(Refer(d)(ii) At thebeginningofyear Total fully paidup-Unlisted 22,273,886 (Nil)6%Non-CumulativeRedeemableNon-ConvertiblePreference Shares of of 20,169,423,120 (20,169,423,120)6%CumulativeRedeemableNon-ConvertiblePreference Shares 960,448,720 (960,448,720)EquityShares of 21,000,000,000 (21,000,000,000)Preference Shares of 2,000,000,000 (2,000,000,000)EquityShares of Authorised Share capital ` 1eachfullypaidup-Listed shareholders. after distributionofpreferential amounts.Thedistributionwillbeinproportion tothenumberofequityshares heldbythe subject totheapproval oftheshareholders intheensuingAnnualGeneralMeeting. vote pershare. TheCompanydeclares andpaysdividendinIndianRupees.Thefinalproposed bytheBoard ofDirectors is Reconciliation ofnumberPreference shares andShare capital Reconciliation ofnumberEquityshares andShare capital (i) Terms /rights attachedtoPreference Shares In theeventofliquidationCompany, theholdersofequityshares willbeentitledtoreceive remaining assetsoftheCompany, The Companyhasonlyoneclassofequityshares havingaparvalueof Terms /rightsattachedtoequityshares During theyearended31March 2014,theCompanyhasissued 20,169,423,1206%CumulativeRedeemableNon-Convertible in India. one Equityshare of Preference Shares of 6% CumulativeRedeemable Non-ConvertiblePreference Shares -Listed ` ` 1 eachfullypaid upandare listedonBombayStock Exchange(BSE)andNational StockExchange(NSE) 1eachbywayofbonusinthe ratioof21BonusPreference Shares of ` 1eachfullypaidup ` 1 each ` 1each preference shares 20,169,423,120 20,191,697,006 equity shares 960,448,720 960,448,720 22,273,886 Number of Number of ` 1each.Eachholderofequityshares isentitledtoone 2015 2015 - - `

1each ( ( ` ` Millions) Millions) 20,192 20,170 960 960 22 - - preference shares ` 20,169,423,120 1eachfullypaidupforevery 20,169,423,120 equity shares 953,957,720 960,448,720 21,152 23,000 20,170 21,000 2,000 Number of Number of 6,491,000 financial statements 2015 960 22 2014 2014 - -

( ( ` ` ( ` Millions) Millions)

Millions) Standalone 20,170 21,000 20,170 21,130 20,170 23,000 2,000 2014 960 954 960 6 - - -

139 - - 2014

9.40% 8.57% 20.43% 10.71% 25.13% 10.71% 55,030,954 24,185,210 489,038,065 20,169,423,120 % Shareholding % Shareholding

- 2014 2014 2015 Number of Number of 82,290,959 241,402,908 102,888,286 equity shares 4,120,000,000 2,160,654,006 1,895,913,054 55,030,954 22,273,886 24,185,210 preference shares preference 489,038,065 20,169,423,120 9.40% 6.55% 7.15% 20.43% 10.71% 25.13% 10.71% % Shareholding % Shareholding

2015 2015 Number of Number of 68,716,575 241,402,908 102,888,286 equity shares 4,120,000,000 2,160,654,006 1,895,913,054 1,320,809,586 preference shares preference 1 each fully paid up, to the shareholders of Diligent Media Corporation Limited, pursuant to the Scheme of Arrangement as of Diligent Media Corporation Limited, pursuant to the 1 each fully paid up, to the shareholders

6% Non-Cumulative Redeemable Non-Convertible Preference Shares - Unlisted Shares Preference 6% Non-Cumulative Redeemable Non-Convertible ` the date of allotment. years from at any time within three at par redeemable are shares in Note 43. These Preference referred their rights. affect which directly shall be entitled to vote only on resolutions shareholders The preference anniversary of the date of allotment. The Company shall have an option to buy back the Bonus Preference Shares fully or in Shares an option to buy back the Bonus Preference of allotment. The Company shall have anniversary of the date from of the date of allotment beginning if on any anniversary Further, as may be decided by the Board. parts at an earlier date(s) is in excess of the cumulatively bought back and redeemed Shares number of Bonus Preference the total the fourth anniversary, on that will be no redemption then there till the said anniversary, to be redeemed required Shares cumulative Bonus Preference shall be Shares Bonus Preference and outstanding of the date of allotment, all the remaining At the 8th anniversary anniversary. by the Company. redeemed the Company at any placed before shall also have a right to vote on every resolution Shares holders of Bonus Preference unpaid on the said Bonus Preference if dividend or any part of the dividend has remained meeting of the equity shareholders the date of the meeting. period of atleast two years preceding an aggregate for Shares The holders of Bonus Preference Shares shall have a right to vote only on resolutions which directly affect their rights. The their rights. affect which directly a right to vote only on resolutions shall have Shares Preference The holders of Bonus of shares 6% Non-Cumulative Redeemable Non-Convertible Preference The Company has issued and alloted 22,273,886 The Company will redeem at par value, 20% of the total Bonus Preference Shares allotted, every year from the fourth year from allotted, every Shares value, 20% of the total Bonus Preference at par The Company will redeem Details of Preference Shareholders holding more than 5 % of the aggregate 6% Cumulative Redeemable Non-Convertible than 5 % of the aggregate holding more Shareholders Details of Preference Details of Equity Shareholders holding more than 5 % of the aggregate Equity shares than 5 % of the aggregate holding more Details of Equity Shareholders Details of aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought shares issued for consideration other than cash and issued, shares number of bonus shares Details of aggregate (ii) Preference Shares - Listed Shares Preference back during five years preceding 31 March, 2015 31 March, back during five years preceding

Cyquator Media Services Private Limited Limited Essel Media Ventures Oppenheimer Developing Markets Fund Essel Landmark Private Limited Limited Essel Media Ventures Oppenheimer Developing Markets Fund ICICI Prudential Life Insurance Company Limited Arrangement (Refer d(ii) above) bought back and cancelled Equity Shares Equity Shares allotted as fully paid bonus shares Equity Shares (Refer d(i) above) as fully paid bonus shares allotted Shares Preference allotted as fully paid for consideration other than cash, pursuant to Scheme(s) of Equity Shares Amalgamation / Arrangement as fully paid for consideration other than cash, pursuant to Scheme of allotted Shares Preference Name of the Shareholders Name of the Shareholders g) f) e) As per the records of the Company, including its register of shareholders / members and other declaration received from shareholders regarding beneficial regarding shareholders from received / members and other declaration of shareholders including its register of the Company, As per the records both legal and beneficial ownership of shares. represents the above shareholding interest,

investing in tomorrow in investing notes forming part of the financial statements part of the financial forming

140 forming partofthefinancialstatements notes Annual Report2014-15

4 h) Name oftheShareholders Total Transferred togeneralreserve Tax ondividendEquityShares Proposed dividendonEquityShares Tax ondividendPreference Shares Dividend onPreference Shares Less :Appropriations Add :Profit fortheyear Less: Dividend(Includingtax)onEquityShares -Earlieryear(P.Y. Less: Utilisedonissueof6%CumulativeRedeemableNon-ConvertiblePreference Shares -Bonus Add: Deferred tax ondepreciation asabove Less: Adjustmentofdepreciation aspertransitionalprovisions (ReferNote8(iv)) As perlastBalanceSheet Less: Utilisedonissueof6%CumulativeRedeemableNon-ConvertiblePreference Shares -Bonus Add: Appropriated duringtheyear Add: PursuanttotheSchemeofArrangement(ReferNote43) As perlastBalanceSheet General Reserve Less: Utilisedonissueof6%CumulativeRedeemableNon-ConvertiblePreference Shares -Bonus Add: OnissueofShares underEmployeeStockOptionPlan As perlastBalanceSheet Securities Premium Less: Utilisedonissueof6%CumulativeRedeemableNon-ConvertiblePreference Shares -Bonus As perlastBalanceSheet Capital RedemptionReserve Reserves andsurplus Mediavest IndiaPrivateLimited Surplus inStatementofProfit andLoss Convertible Preference Shares -Unlisted Details ofPreference Shareholders holdingmore than5%oftheaggregate 6%Non-CumulativeRedeemableNon- ` 405,037) preference shares 22,273,828 Number of 2015 %Shareholding 99.99% preference shares 24,723 20,727 16,551 3,996 2,161 1,211 8,318 1,996 2,000 Number of financial statements 2015 440 242 135 47 ------2014 - %Shareholding ( `

Millions) Standalone 15,998 16,551 18,551 2,000 1,921 7,723 2,822 8,306 2,000 8,306 9,018 8,246 2,000 2014 326 772 15 86 24 24 0 ------

141 - - 8 11 11 11 12 11 48 12 31 101 888 416 226 192 470 236 960 2014 2014 2014 3,256 1,755 2,186 3,941 2,247 1,339 Millions) Millions) Millions)

` ` ` ( ( ( - 10 10 11 15 10 Current 271 2015 2015 Short-term 1,453 2,601 4,351 10 29 50 12 78 432 173 517 368 110 2015 2,236 3,115 1,804 1,768 5,351 - - - - 16 16 16 275 145 130 2014 2014 - - - - 12 12 12 204 190 394 Long-term 2015 2015 Non-current

Dividend on Preference Shares including tax Shares Dividend on Preference including tax dividend on Equity Shares Proposed for taxation (net of advances) Provision Leave benefits Other payables Deposits received from distributors from Deposits received Unclaimed dividends for capital expenditure Creditors Employee benefits payable Statutory dues payable Cheques overdrawn Current maturities of long-term borrowings Current Unearned revenue customers from Advances received Trade payables Trade Due to principals - subsidiary (pending remittances) /Million 1 (1) unclaimed for a period of more than seven years is transferred to Investor’s Education and Protection Fund during the year. Further, Further, Fund during the year. Education and Protection to Investor’s than seven years is transferred /Million 1 (1) unclaimed for a period of more `

Other liabilities payables Trade Other current liabilities Other current - - - Provision for employee benefits Provision - Gratuity - Less : Amount disclosed under the head “Other current liabilities” (Refer Note 7) liabilities” (Refer Note under the head “Other current Less : Amount disclosed Total Total Total Long-term borrowings loans * - secured Vehicle Total

7.

6. Provisions Others 5.

* Secured against hypothecation of vehicles. The aforesaid borrowings carry interest rates ranging from 9.90% p.a. - 13.18% p.a. and are repayable upto repayable p.a. and are 9.90% p.a. - 13.18% rates ranging from carry interest borrowings against hypothecation of vehicles. The aforesaid * Secured January 2019. investing in tomorrow in investing Dividend 2015. Fund as at 31 March, Education and Protection to Investor’s no amounts due and outstanding to be credited are there notes forming part of the financial statements part of the financial forming

142 8 Fixed assets forming partofthefinancialstatements notes Annual Report2014-15 (` Millions) Gross Block Depreciation / Amortisation Net Block Reserve Description As at 1 As at 31 Upto 31 adjustment Upto 31 As at 31 As at 31 Additions Deductions For the year Deductions April, 2014 March, 2015 March, 2014 (Refer Note March, 2015 March, 2015 March, 2014 iv below) Tangible assets Leasehold land 66 – – 66 9 1 – – 10 56 57 Leasehold improvements 84 42 0 126 80 5 – 0 85 41 4 Buildings 407 110 46 471 63 7 – 11 59 412 344 Computers 178 83 35 226 97 46 9 36 116 110 81 Plant and machinery 2,111 397 87 2,421 597 363 57 66 951 1,470 1,514 Equipments 130 120 9 241 30 32 42 8 96 145 100 Furniture and fixtures 64 46 13 97 28 8 25 13 48 49 36 Aircraft 368 – – 368 44 22 – – 66 302 324 Vehicles 120 18 11 127 22 31 2 4 51 76 98 Total 3,528 816 201 4,143 970 515 135 138 1,482 2,661 2,558 Previous year 3,064 680 216 3,528 865 289 – 184 970 2,558 Intangible assets Software 268 136 2 402 198 59 – 2 255 147 70 Intangibles - Channels – 133 – 133 – 6 – – 6 127 – Trademark 0 – – 0 0 0 – – 0 0 0 Total 268 269 2 535 198 65 – 2 261 274 70 Previous year 238 60 30 268 177 49 – 28 198 70 Capital Work–in–Progress 879 997

“0” (zero) denotes amounts less than a million. Notes: i Buildings include `/Millions 0 (0) (`.114,100 (` 114,100)) the value of share in a co-operative society. ii Part of Building has been given on Operating lease. iii Effective 1 April 2014, the Company has changed its method of accounting in respect of expenses incurred on development of new television channels till the time it is ready for commercial launch as Intangible assets, as permitted under AS 26, instead of charging it to statement of profit and loss. Accordingly,` 133 million of development expenditure has been capitalized and ` 6 million has been amortized during the period. Had the Company continued to use the earlier method of accounting, the profit after tax for the current period would have been lower by ` 84 million. iv During the year, the Company has adopted the useful life as per the Schedule II of the Companies Act, 2013. Consequently, ` 135 Millions representing the written down value of fixed financial statements assets whose lives have expired as at 1 April 2014 have been adjusted in the Surplus in Statement of Profit and Loss net of deferred tax effect of` 47 millions (Note 4). The unamortised carrying value has been depreciated / amortised over the revised / remaining useful lives. Standalone

143 - - - 1 1 0 2 21 21 37 30 47 50 420 237 573 199 573 254 100 2014 2,679 8,080 5,422 1,250 7,329 2,584 2,515 Millions)

` ( - - 1 1 0 2 50 50 21 99 21 37 30 47 50 420 573 573 254 2015 1,192 1,250 5,942 2,584 2,515 6,593 5,422 (1,250)

` 300,000 ( ` 1,000 each of ` 1,000 each of IFCI 1,000 each of IFCI 1,000,000 each of ` ` ` 100,000/- each of ` /millions 319 (282)] ` 1/- each of India Webportal Private Limited 1/- each of India Webportal ` 10/- each of Aplab Limited Limited 2/- each of Essel Propack 10/- each of Essel Vision Productions Limited 10/- each of Essel Vision Productions ` ` ` 10/- each of Zee Turner Limited (Extent of holding 74%) 10/- each of Zee Turner ( 10/- each of Last Minute Media Private Limited 10/- each of Zee Sports Limited (India) Private Limited Television 100/- each of Taj ` ` ` ` 1,000,000/- each of Morpheus Media Fund `

100,000/- each of SGGD Projects Development Private Limited (Tenure - 2 years) Development Private Limited (Tenure 100,000/- each of SGGD Projects ` Trade Investments (valued at cost, unless stated otherwise) Investments (valued Trade Other Investments Less: Amount disclosed under the head “Current investments” (Refer note 12) Less: Amount disclosed under the head “Current Investment Property Land at Hyderabad for diminution in value of investments Less : Provision Total 50,000 (Nil) 9.80% Secured Redeemable Non-Convertible Debentures of Redeemable Non-Convertible Debentures 50,000 (Nil) 9.80% Secured - 5 years) Limited (Tenure of Redeemable Non-Convertible Debentures Nil (2,376) 18% Secured Parsvnath Developers Limited Debentures Redeemable Unrated Non-Convertible Subordinate 12,500 (12,500) 17% Secured of Yes Bank Limited (Tenure - 10 years) Bank Limited (Tenure Yes Bonds of Redeemable Non-Convertible Secured Free Nil (100,000) 8.01% Tax Rural Electrification Corporation Limited Others - Unquoted 419.6 (419.6) units of of Redeemable Non-Convertible Debentures 50,000 (Nil) 9.35% Secured - 5 years) Limited (Tenure In Associate - Quoted of 1,321,200 (1,321,200) Equity shares (Extent of holding 26.42%) Others - Quoted of 1,822,000 (1,822,000) Equity shares of Redeemable Non-Convertible Debentures 50 (50) 10.20% Unsecured (Extent of holding 51%) In Others - Unquoted of 30,000 (30,000) Equity shares 300,000)) 50,000 (50,000) Equity shares of 50,000 (50,000) Equity shares of 10,000 (10,000) Equity shares of 3,010,000 (3,010,000) Equity shares In Subsidiaries - Others- Unquoted of 74,000 (74,000) Equity shares of 123,039,613 (123,039,613) Equity shares In Subsidiaries - Wholly Owned - Unquoted In Subsidiaries - Wholly of USD 1/- each of Zee Multimedia Worldwide shares Ordinary 56,796,292 (56,796,292) (Mauritius) Limited Limited each of Asia Today of USD 1/- shares 583 (583) Ordinary

Non-current investments Non-current (i) (ii) Aggregate amount of quoted Investments [Market Value amount of quoted Investments [Market Value Aggregate amount of unquoted Investments Aggregate of investment property Value Diminution in value of investments

        9  (All the above securities are fully paid up) (All the above securities are

investing in tomorrow in investing notes forming part of the financial statements part of the financial forming

144 forming partofthefinancialstatements notes Annual Report2014-15 * Advancesinclude

11. Depreciation 10. Total - - authorities Balance withGovernment - - Other advances Loans Other loansandadvances(unsecured) Loans toSubsidiary Advances anddepositstorelated parties* Less: Provision for doubtfuladvances Capital advances Deferred taxassets(net) Deferred taxassets(net) Prepaid expenses Less: Provision for doubtfuladvances Deposits (unsecured, considered good) Provision fordoubtfuldebtsandadvances Arising onaccountoftimingdifferences inEmployeeretirement benefits The componentsofdeferred taxbalancesasat31March, 2015are asunder: Deferred taxliabilities Loans andadvances Deferred taxassets

Advance indirect taxes Advance incometax(netofprovisions) Considered doubtful Considered good ` /Millions 45(Nil)duefrom aCompanyinwhichoneofthedirectors isinterested asdirector

6,571 2,921 2,917 2015 Long-term 340 104 104 280 9 ------

5,383 6,457 2014 729 253 89 83 6 9 ------

financial statements 2015 126 248 144 266 126 392 10,327

1,918 2,169 4,250 3,254 1,918 Short-term 2015 575 251 251 115 128 87 - - - - ( ( ` `

Millions) Standalone Millions) 3,450 4,911 1,071 2014 2014 199 271 100 501 140 386 386 685 101 172 371 685 199 34 - - - - -

145

- - - - - 621 170 2014 2015 2,000 2,000 1,000 1,000 2,000 6,171 4,250 11,049 10,421 Millions) Millions) Millions)

` ` ` ( ( ( 31 March 15 31 March Amount as on - 730 730

Repaid 2015 3,250 2,000 1,245 1,250 4,495 1,000 1,000 1,245 1,250 1,245 788 1,530 2,318 Given

2014 8,833 5,383 3,450

/millions 1,245 (Nil)] /Millions 174) ` ` 500,000/- each of Axis Finance Limited (Tenure - 12 days) 500,000/- each of Axis Finance Limited (Tenure ` Guarantees account (DSRA) obligation debt service reserve revolving Commitment for meeting shortfall funding towards against financial facilities availed by the borrowers (Refer Note 36 in the Financial Statements)  To secure obligations of Wholly Owned Subsidiary - Guarantees to Banks and Sports Administrators secure To obligations of other Related Parties: Banks to secure To - - To Wholly Owned Subsidiary Wholly To of realignment currency (includes foreign short term Inter Corporate Deposits In the form of unsecured over)* (excluding roll

All loans are given to unrelated corporate entities at an interest ranging from 12% to 13.5%. ranging from corporate entities at an interest given to unrelated All loans are short term in nature. All loans are option to the borrower. on demand with prepayment entities, repayable for business purposes of respective provided All the loans are Inter Corporate Deposits are given as a part of treasury operations of the Company on following terms : given as a part of treasury Inter Corporate Deposits are

Guarantees given Loans given i ii ii) i) Securities given Investments made There are no securities given during the year. are There 1 2 3 Statements. no investments by the Company other than those stated under Note 9 and Note 12 in the Financial are There *

100,000/- each of SGGD Projects Development Private Limited (Tenure - 2 years) Development Private Limited (Tenure 100,000/- each of SGGD Projects

c) a) Current investments Current Total Information under Section 186 (4) of the Companies Act, 2013 Information under Section 186 (4) of the Total 2,500 (Nil) units of Others - Unquoted of Debentures Redeemable Unrated Non-Convertible Subordinate 12,500 (Nil) 17% Secured ` Certificate of Deposit (Non-Transferable) - Unquoted (Non-Transferable) Certificate of Deposit - 1 year) Limited (Tenure 11.75% (12%) of SICOM - 1 year) (Tenure 12% (12%) of SICOM Limited Paper - Quoted Commercial d) b)

13 Aggregate amount of quoted Investments [Market Value amount of quoted Investments [Market Value Aggregate amount of unquoted Investments Aggregate  12 fully paid up) (All the above securities are

Notes investing in tomorrow in investing notes forming part of the financial statements part of the financial forming

146 * valuedatlowerofcost/unamortisedorrealisable value. * Includesrights forming partofthefinancialstatements notes Annual Report2014-15

16. Others 15. 14.

Total Cash andbankbalances Total Trade receivables Total Inventories Less: Provision for doubtfuldebts Balances withbanks Cash inhand Cheques inhand/remittance intransit Balances withbanks- - - - - Over sixmonths Under production- Programs Media content* Raw stock-tapes Other bankbalances Cash andcashequivalents In Unclaimeddividendaccounts In Depositaccounts(P.Y. In Depositaccounts In Current accounts Considered doubtful Considered good Considered doubtful Considered good ` /Millions 2,197(1,944),whichwillcommenceatafuture date.

(Unsecured) ` 462,000) 12,071 11,998 3,012 2,012 8,318 2,000 7,922 1,000 8,696 financial statements 2015 2015 2015 396 517 480 378 350 63 10 12 28 Current 3 -

( ( ( ` ` `

Millions) Millions) Millions) Standalone 11,173 11,202 1,000 7,664 1,634 7,980 8,312 1,646 2014 2014 2014 599 332 329 316 12 10 25 23 12 0 3 6

147 - 3 2 0 45 46 49 37 47 912 118 109 175 2014 2014 1,096 1,030 8,705 1,686 30,757 20,037 Millions) Millions)

` ` ( (

- 3 1 Current 79 20 32 91 89 17 324 235 117 124 288 516 2015 2015 9,450 2,037 22,284 34,262

107,833) ` Space selling

- Related parties (P.Y. Related parties (P.Y. Others

- -

Subsidiary Others

Advertisement Subscription - - Commission revenue Transmission

- Broadcasting revenue - Broadcasting - -

Long-term investments Loans Current investments Current Bank deposits

Sales - Media content Other operating revenue Total Revenue from operations Revenue from Services Other receivables Total Other receivables - Subsidiary Other receivables for doubtful debts Less: Provision Other assets Unbilled revenue accrued on Interest

18.

17. investing in tomorrow in investing notes forming part of the financial statements part of the financial forming

148 Media contentof ** Includesrightsacquired * Includescost/unamortisedcost. forming partofthefinancialstatements notes Annual Report2014-15

20. 19. Total b) a) Operational cost Total Miscellaneous income - - Profit onsaleof- Liabilities /excessprovision writtenback Gain onexchangedifference (net) Rent income - - Dividend incomefrom - - - - - Interest incomefrom Other income

Long-term investments Current investments(net) Long-term investments Current investments Others Subsidiary Long-term investments Bank deposits Current investments Telecast cost Less: Closing Add: Production Expenses Add: Commissioned/acquisition** Opening Media content

(a) +(b) ` /Millions 641(447)are impaired duringtheyear.

- -

- - Under production -programs Inventory *

` /Millions 834(365),whichwillcommence atafuture date. Under production -programs Inventory *

- - - - -

Other production expenses License fees Professional /artistfees Equipment hire charges Location hire and setcharges 13,498 11,998 11,042 11,173 13,048 2,273 1,335 financial statements 2015 2015 242 245 108 600 349 240 268 450 718 200 349 269 40 37 63 23 51 89 2 2 ( ( ` `

Millions) Millions) Standalone 11,173 11,756 13,101 12,659 1,147 9,521 1,845 2014 2014 442 613 113 348 301 344 116 361 198 214 370 23 56 55 50 85 43 8 1 -

149 3 1 72 74 68 49 338 103 289 2014 2014 2014 2,228 2,051 Millions) Millions) Millions)

` ` ` ( ( ( 3 3 68 12 65 18 132 515 580 2015 2015 2015 2,616 2,816 vehicle loans others

- -

Depreciation and amortisation expense Depreciation on tangible assets Depreciation Amortisation on intangible assets Total Other financial charges Total Finance costs on Interest Employee benefits expense Employee benefits Salaries and allowances other funds and Contribution to provident expenses welfare Staff Total 23.

22. 21. investing in tomorrow in investing notes forming part of the financial statements part of the financial forming

150 25 forming partofthefinancialstatements notes Annual Report2014-15 24.

Leases A. Total Loss onsale/discard offixedassets(net) Reversal ofdiminutioninvalueinvestments Less: Provision for doubtfuldebtsandadvances Bad debtsandadvanceswrittenoff Provision fordoubtfuldebtsandadvances Conference expenses Marketing, distributionandpromotion expenses Commission expenses Advertisement andpublicityexpenses Miscellaneous expenses Donations Corporate SocialResponsibilityexpenses(ReferNote44) Payment toauditors(ReferNote30) Legal andprofessional charges Travelling andconveyanceexpenses Printing andstationery Communication charges Electricity andwatercharges Rates andtaxes Insurance - - - Repairs andmaintenance Rent Other expenses

(b) (a) Operating Leases: Others Plant andmachinery Buildings (ii) (i) initial tenure oftheleaseisgenerallyfrom 11monthsto108months. non-cancellable leaseagreements thatare renewable onaperiodicbasisattheoptionofbothLessorandLessee.The In respect ofassetsgivenunderoperatinglease: The Companyhastakenoffice, residential premises andplantmachinery(includingequipments)etc.undercancellable/ Later thanoneyearbutnotlater fiveyears Not laterthanoneyear Future Leaserental obligationpayable(undernon-cancellablelease) Lease rental chargesfortheyear The rental revenue fortheyearis The Companyhasgivenpartof itsbuildingsundercancellableoperatingleaseagreement. Theinitialtermofthelease isfor 11 to36months. ` /Millions 108(85). 208 208 7,501 2,330 3,300 financial statements 2015 2015 556 642 735 307 279 117 107 282 105 115 168 15 18 83 24 33 11 58 84 56 6 3 - - ( ( ` `

Millions) Millions) Standalone 1,564 1,918 5,113 2014 2014 174 320 678 143 161 254 237 105 224 (10) 23 66 85 47 13 15 74 67 23 74 25 5 - -

151 - 4 0 463 624 2014 2014 1,396 2,355 12,366 Millions) Millions)

` ` ( ( Not ascertainable - 0 /Millions 394 36 ` 2015

791 626 511 Executive Vice Chairman 2015 4,873 11,049 4 7 40 2014 Not ascertainable

4 6 41 2015 Managing Director /Millions 1,236 (plus interest) in favour of the Company. BCCI in favour of the Company. /Millions 1,236 (plus interest) ` /Millions 8,410 (3,016). ` /Millions 791 (1,265)^ /Millions 380 (380). ` ` /Millions Nil (Nil) ` 6,600)) ` 39,600 ( ` For subsidiaries, loans outstanding For subsidiaries, loans outstanding parties, loans For other related

Corporate Guarantees Taxes Disputed Indirect Disputed Direct Taxes * Taxes Disputed Direct as debts # Claims against the Company not acknowledged Legal cases against the Company @ - - Estimated amount of contracts remaining to be executed on capital account not provided for (net of advances) is to be executed on capital account not provided Estimated amount of contracts remaining media content and others are Other commitments as regards Uncalled liability on investments committed continued financial support to various subsidiaries - Amount not ascertainable. The Company has committed to provide and Executive with Section 197 of the Companies Act, 2013 to Managing Director in accordance Remuneration paid or provided Vice Chairman, included in Employee benefits expense is as under : (155).

a) b) Provident fund contribution Provident ( Perquisites Salary and Allowances c) d) e) Contingent Liabilities (a) (b) (c ) (d) (a) Note: Salary and Allowances include basic salary, house rent allowance, leave travel allowance and performance bonus but excluding leave encashment house rent Note: Salary and Allowances include basic salary, The amount represents the best possible estimate arrived at on the basis of available information. The Company has engaged reputed advocates to has engaged reputed the best possible estimate arrived at on the basis of available information. The Company The amount represents relation to the relating to infringement of copyrights, defamation suits etc. in legal notices of claims / lawsuits filed against it The Company has received Includes commitment for meeting shortfall funding towards revolving debt service reserve account (DSRA) obligation against financial facilities availed by account (DSRA) debt service reserve revolving towards Includes commitment for meeting shortfall funding panel) against the various appellate authorities (including Dispute Resolution by the Company before Income tax demands mainly include appeals filed and gratuity provided on the basis of actuarial valuation. and gratuity provided Managerial Remuneration Capital and Other Commitments The Company has prefered a legal case against The Board of Control for Cricket in India (BCCI) for prematured termination of Media in India (BCCI) for prematured for Cricket of Control a legal case against The Board The Company has prefered n’ble between India and other countries in neutral territories outside India. The Ho Rights contract for telecast of cricket matches of in November 2012 has passed an Arbitral award Arbitration Tribunal pending final outcome and Accordingly, Award. Tribunal challenging the at Madras the High Court of Judicature has filed a petition before has not been given in these financial statements. amount, effect the award of receipt that its tax cases will be decided in its favour and hence no provision is considered necessary at this stage. necessary is considered and hence no provision that its tax cases will be decided in its favour legal positions against such disputes. and has been advised that it has strong its interests protect on account of such claims / law suits. / other matters. In the opinion of the management, no material liability is likely to arise produced programs the borrowers. transfer pricing adjustments etc. The management is of the opinion / short deduction of tax at source, disallowance of expenses / claims, non-deduction 

26

29 28 27 # @ ^ * investing in tomorrow in investing notes forming part of the financial statements part of the financial forming

152 33  32 31 forming partofthefinancialstatements notes Annual Report2014-15 35 34 Loans Receivables Payables 30

Employee Benefits parties andavailableonrecord. Further, there isnointerest paid/payabletomicro andsmallenterprisesduringtheyear. Micro, SmallandMedium Enterprises Foreign Exchange in thepaymentofinterest andhence considered good. Operational costandotherexpensesare netoff recoveries The Companyhasbeendeployingitssurplusfundsbywayofintercorporatedeposits,debtinstrumentsetc.andthepartiesare regular Foreign currency exposures thatare nothedgedbyderivativeinstrumentsasat31March, 2015are asunder: (b) A As perAccountingStandard 15“Employee Benefits”,thedisclosures are asunder: The CompanyhasnoduestoMicro, Small andMediumenterprisesasat31March, 2015,onthebasisofinformationprovided bythe Total Reimbursement ofexpenses( Certification andtax representation Tax auditfees Audit fees Payment toAuditors in LegalandProfessional chargesunderNote23“Otherexpenses”. method. to buildupthefinalobligation.Theobligationforleavebenefits (nonfunded)isalso recognised usingthe projected unit credit recognises eachperiodofserviceasgivingrisetoadditionalunitemployeebenefit entitlement andmeasures each unitseparately Commission payabletoNon-ExecutiveDirectors of The present valueofgratuityobligationisdeterminedbasedonactuarialvaluationusing theProjected UnitCredit Method,which Defined BenefitPlans ` 427,135( ` .274,245)) ` /Millions 12(10)basedonProfits fortheyearended31March 2015isincluded ` /Millions 391(404).

6,171 financial statements 2015 2015 198 828 15 0 1 7 7

( ( ` `

Millions) Millions) Standalone 5,383 1,307 2014 2014 72 13 0 5 7 1

153 3 1 9 70 45 15 10 19 (45) 138 2011 (138) 2014 (138) (102) 9.30% 9.50% Millions) Millions)

` ` ( ( IAL (2006-08) 2 - 81 25 15 51 28 91 (91) 201 2012 2015 (201) (138) (201) 7.95% 9.50% Gratuity (Non Funded) / Millions 91 (45) and leave ` IAL (2006-08) 13 102 2013

19 138 2014

51

201 2015 / Millions 96 (62). ` Discount rate Expected rate of salary increase Present value of defined benefit obligation Present Net Asset / (Liability) Net Asset / (Liability) at the beginning of year Expense as per I above Employer contribution Defined benefit obligation Actuarial (gain)/loss on plan obligation Current Service Cost Current Cost Interest Actuarial Losses / (Gains) Past Service cost Amounts recognised as an expense and included in the Note 21 “Employee benefits expense” are gratuity as an expense and included in the Note 21 “Employee benefits expense” are Amounts recognised and other promotion in actuarial valuation, take into account inflation, seniority, The estimates of rate of escalation in salary considered encashment by the Actuary. factors including supply and demand in the employment market. The above information is certified relevant

Expenses recognised during the year during Expenses recognised 1 2 3 Mortality 1 2 1 2 3 1 2 Reconciliation of Net Asset / (Liability) recognised in the Balance Sheet as at recognised Reconciliation of Net Asset / (Liability) 2015 31 March, Net Asset / (Liability) at the end of the year Actuarial Assumptions 2 3 4 Expenses Total 2015 in the Balance Sheet as at 31 March, Net Asset / (Liability) recognised

Wholly owned (Direct and indirect subsidiaries) and indirect Wholly owned (Direct Amounts recognised in current year and previous four years year and previous in current Amounts recognised (a) (b) Telefilms Middle East FZ-LLC); Zee TV South Africa (Proprietary) Limited; Zee TV USA Inc. Middle East FZ-LLC); Zee TV South Africa (Proprietary) Telefilms Productions Limited; Expand Fast Holdings (Singapore) Pte. Limited; OOO Zee CIS LLC; OOO Zee CIS Holding LLC; Taj Pte. Limited; OOO Zee CIS LLC; OOO Zee CIS Holding LLC; Taj Limited; Expand Fast Holdings (Singapore) Productions (Mauritius) Limited; TV Limited; Zee Multimedia (Maurice) Limited; Zee Multimedia Worldwide (India) Private Limited; Taj Television Zee (Guangzhou) Limited; Zee Entertainment Middle East FZ-LLC (earlier kown as Zee Sports Limited; Zee Technologies Asia Multimedia Distribution Inc.; Asia Today Limited; Asia TV Limited; ATL Media FZ-LLC; Eevee Multimedia Inc.; Essel Vision Limited; Asia TV Limited; ATL Asia Multimedia Distribution Inc.; Asia Today 

IV.

II. III. I. 1 List of Parties where control exists control List of Parties where (a) Defined contribution plan: V. Disclosure of Gratuity in terms of AS 15 is as under: of Gratuity in terms Disclosure “Contribution to provident and other funds” is recognised as an expense in Note 21 “Employee benefits expense” of the Statement of Profit and Loss. as an expense in Note 21 “Employee benefits expense” of the Statement of Profit and other funds” is recognised “Contribution to provident

(i) B Related Party Transactions 36 Companies Subsidiary

Notes:

investing in tomorrow in investing notes forming part of the financial statements part of the financial forming

154 forming partofthefinancialstatements notes Annual Report2014-15 (v) (iv) (iii) (ii) Associates Chairman). Veria Limited;ZeeMediaCorporation Limited. Limited;ZeeAkashNewsPrivateLearn International PrivateLimited;TapasviPrivate Limited;RealMediaFZ-LLC;SitiCableNetworkSmartWireless Mercantile PrivateLimited; India PrivateLimited;ITZCashCard Limited;PanIndiaNetworkInfravestPrivatePriMediaServices Communication PrivateLimited;EsselSolarEnergyHimgiriZeeUniversity;IndianCablenetCompany Intrex Essel CorporateResources PrivateLimited;EsselFinanceBusinessLoansManagementLLP;Shyam Limited; DishInfraServicesPrivateTVIndiaEsselBusinessExcellencePropack Limited; Services PrivateLimited;DigitalSubscriberManagementandConsultancyDiligentMediaCorporation of theyear. (extent ofholding38.61%);AsiaToday ThailandLimited(Heldthrough AsiaToday Limited)(extentofholding25%) Transactions withRelatedParties Dr. Subhash Chandra(NonExecutiveDirector), Mr. PunitGoenka(Managing Director &CEO),Mr. SubodhKumar (ExecutiveVice Directors /KeyManagement Personnel ServicesLimited;BombayMobileSoftwaresAgrani Wireless PrivateLimited;Broadcast AudienceResearch Council;CyquatorMedia Other Relatedpartieswithwhomtransactionshavetakenplaceduringtheyearandbalanceoutstandingasonlastday Media Pro EnterpriseIndiaPrivateLimited(extentofholding50%) Joint Venture (heldthrough ZeeTurner Limited) Aplab Limited(extentofholding26.42%);IdeaShopWeb andMediaPrivateLimited(Heldthrough IndiaWebportal PrivateLimited) (b) B) A)

Zee Turner Limited(extentofholding74%);IndiaWebportal PrivateLimited(extentofholding51%) Others -Direct Associate Subsidiaries Provision fordiminutioninvalueofinvestments Balance asat31March Balance asat1April Other related parties Balance asat31March Balance asat1April Associates Balance asat31March Purchased /subscribedduringtheyear Balance asat1April Subsidiaries Non-current investments Other related parties Subsidiaries ( Assets soldduringtheyear Other related parties Subsidiaries Assets purchased duringtheyear Fixed assets ` 162,257) 5,422 5,422 financial statements 2015 20 47 47 27 34 1 2 2 2 0 - ( `

Millions) Standalone 5,422 5,353 2014 20 47 47 69 10 1 2 2 - - -

155 - - - 1 0 4 0 28 90 23 49 34 49 894 109 152 198 109 162 416 2014 7,687 1,614 1,580 1,847 5,383 1,030 Millions)

` ( - 4 1 2 0 0 1 10 36 17 91 124 253 349 788 455 324 142 189 432 2015 7,891 1,472 1,598 2,611 6,171 1,001 107,833) ` 61,400) ` 18,480) ` 268,257) `

Dividend income parties Other related Other related parties Other related Commission received Subsidiaries income Transmission Subsidiaries parties Other related Sales - Media content Subsidiaries Other income income Interest Subsidiaries Due to Principals - Pending Remittances Subsidiaries Repayment of short-term borrowings parties Other related operations Revenue from Advertisement income Subsidiaries parties Other related Subscription income Subsidiaries Joint venture Subsidiaries ( Joint venture parties (P.Y. Other related as at 31 March Advances and Deposits received Subsidiaries accured Interest Subsidiaries Subsidiaries parties Other related Associates (P.Y. Trade Receivables as at 31 March Receivables as at Trade Subsidiaries Joint Venture parties ( Other related Deposits given as at 31 March Loans, Advances and Subsidiaries parties Other related Other Receivables

K)

J) I) F) G) Payables / Other Payables as at 31 March H) Trade E) C) D) investing in tomorrow in investing notes forming part of the financial statements part of the financial forming

156 forming partofthefinancialstatements notes Annual Report2014-15 O) N) M) L) U) Guarantees T) S) R) Q) P)

Balances writtenback Other related parties Joint venture Subsidiaries Rent/Miscellaneous income Other related parties Subsidiaries Corporate guaranteesgiven Subsidiaries Advances anddepositsrefunded Subsidiaries Advances anddepositsreceived Subsidiaries Bad debtswrittenoff Other related parties(P.Y. Subsidiaries Commission Expenses Other related parties Corporate SocialResponsibilityexpenses Other related parties Associates ( Subsidiaries Purchase ofservices Other related parties Subsidiaries Purchase ofMediacontent Other related parties Subsidiaries Loans, advancesanddepositsrepayment received Other related parties Subsidiaries Loans, advancesanddepositsgiven Other related parties Joint venture Subsidiaries Reimbursements/Recoveries Other related parties( Subsidiaries ` 124,424( ` 490,235) ` 70,964)) ` 63,113) 11,049 1,042 1,721 financial statements 2015 427 614 129 261 103 791 42 28 31 30 90 28 49 1 0 6 1 5 0 - - - ( `

Millions) Standalone 12,366 3,801 2,261 1,396 2014 820 133 144 256 32 29 93 54 42 19 75 44 1 0 0 4 4 5 - - -

157 / / / ` ` / ` / ` ` / /Millions ` ` /Millions /Millions ` /Millions 2 ` ` /Millions ` /Millions 5 (95); /Millions 22 (Nil); ` /Millions 29 (Nil); /Millions 4 (Nil); /Millions 22 (Nil); ` ` ` ` /Millions 120 (91); /Millions 432 (416). /Millions 1 (1). ` ` ` /Millions 22 (8); Zee /Millions 165 (35); ` ` /Millions 0 (51). Due to ` /Millions 15 (15); Siti Cable /Millions Nil (7). Subscription /Millions Nil (2); Zee Learn /Millions Nil (0). /Millions 19 (Nil); Real Media /Millions 2 (3); Taj TV Limited /Millions 2 (3); Taj TV India /Millions 17 (2); Dish Cable /Millions 51 (67); Siti /Millions 145 (128). Repairs & ` ` ` ` ` ` ` ` ` /Millions 2 (Nil); Cyquator Media /Millions 2 (Nil); Cyquator Revenue from operations include Revenue from Corporate Social Responsibility Television Commission expenses - Taj Television - Taj Bad debts written off and other payables balances - Trade Diligent Media Corporation Limited Millions 8 (17); Zee Media Corporation Limited (India) Private Television income - Taj Asia Today Limited Asia Today Limited Essel Vision Productions Millions 22 (18); Aplab Limited Nil (0); Dish TV India Limited Dish TV India Limited Advertisement income - Essel Vision Limited Productions Millions 1 (1); Dish TV India Limited expenses - Himgiri Zee University Millions 90 (Nil). (India) Private Limited - Zee Turner Commision paid reversal Limited Limited (India) Private Limited Zee Sports Limited 119 (81); Indian Cablenet Company Limited FZ-LLC Network Limited Learn Limited Principals - Pending Remittances to Limited Asia Today Limited ` Services Private Limited Corporation Nil (16); Diligent Media Limited Limited Network Limited Limited Zee Media Corporation Distribution Millions 32 (15). Marketing, expenses - Essel Vision and Promotion Limited Productions Indian Cablenet Company Limited Millions 128 (69); Siti Cable Network Limited Maintenance Aplab Limited 0 (0); Dish TV India Limited (Nil).

m. i. j. k. l. / / ` / ` / ` ` / / ` / ` ` /Millions 8 /Millions ` ` /Millions /Millions /Millions 2 /Millions 2 /Millions 2 ` ` ` ` ` /Millions 0 (Nil); ` /Millions 307 (Nil); /Millions 2 (0); Zee /Millions 4 (Nil); ITZ ` ` ` /Millions 171 (435); ` /Millions 115 (105); Essel ` /Millions 139 (139). Hire and /Millions 139 (139). Hire ` /Millions 2 (Nil); Essel Shyam ` /Millions 49 (133). /Millions 10 (10). Rent expenses - /Millions 37 (Nil); Essel Corporate /Millions 4 (Nil); Pan India Network /Millions 61 (84); Taj TV Limited /Millions 61 (84); Taj /Millions 3 (Nil); Essel Finance Purchase of Services includes Purchase Other receivable balances include Asia balances include Other receivable of Media content includes - Purchase Cable Network Limited charges (3). Legal and Professional Private - Essel Corporate Resources Limited Service charges - Digital Subscriber Management and Consultancy Services Private Limited 4 (Nil). Advertisement and Publicity Private expenses - India Webportal Millions Nil (2,420); Zee Learn Limited ` expenses - Zee Production Entertainment Middle East FZ- LLC Communication Private Limited Millions 1 (8); Pan India Network Infravest Private Limited 1 (6); Zee Learn Limited (51); Zee Media Corporation Limited cost - Dish TV Millions Nil (3). Telecast India Limited Shyam Communication Private Limited ` Digital Subscriber Management and Consultancy Services Private Limited ` Private Limited Resources 155 (151). Communication charges - Digital Subscriber Management and Consultancy Services Private Limited ` Infravest Private Limited (3). Electricity and water charges - Siti Today Limited Limited Today (India) Private Limited Television Taj ` Sports Limited Millions 51 (50); Zee Limited Turner Millions 33 (33); Zee Enterprise Pro Millions 8 (428); Media India Private Limited Limited Dish Infra Services Private ` Management LLP Limited Cash Card Media Corporation Limited (Nil). Limited Asia Today Limited Essel Vision Productions TV Limited Millions 1,312 (1,381); Taj h. f. g. / / / ` ` ` / / ` ` /Millions / ` /Millions ` ` /Millions 614 /Millions 0 (Nil); ` ` /Millions Nil /Millions 34 (Nil); ` ` /Millions 30 (28); /Millions 340 (Nil). /Millions 1 (1); Aplab ` ` ` /Millions 50 (Nil); Cyquator

/Millions Nil (21); Essel /Millions Nil (10). /Millions Nil (20). Provision for /Millions Nil (20). Provision /Millions 20 (20). /Millions Nil (1); Zee Learn /Millions 11 (Nil). Fixed assets ` ` ` ` ` ` `

/Millions 3 (8); Siti Cable Network /Millions 3 (8); Siti Cable Loans, advances and deposits Loans, advances and deposits Non-current investments - Subsidiaries, Non-current Loans, advances and deposits given Fixed assets purchased during the during Fixed assets purchased 45 (Nil); Cyquator Media Services Private Limited Digital Subscriber Management and Consultancy Services Private Limited Millions 340 (Nil). balances outstanding at year end Limited include Asia Today Millions 6,171 (5,383); Broadcast Council Audience Research repayment received from Essel Vision from received repayment Limited Productions (42); Cyquator Media Services Private Limited Private Limited Corporate Resources Millions Nil (22); Zee Media Corporation Limited Media Services Private Limited Millions 2 (19); Digital Subscriber Management and Consultancy Services Private Limited Sports Limited Limited Limited to Asia Today Audience Research (2,261); Broadcast Council additions during the year include India Private Limited Webportal Nil (49); Essel Vision Productions Limited diminution in value of investments Zee Limited Limited Television Taj sold during the year, (India) Private Limited Zee Media Corporation Limited Millions 2 (Nil). year, Taj TV Limited TV Limited Taj year, and Digital Subscriber Management Private Limited Consultancy Services TV India Limited Millions 13 (Nil); Dish ` e. d. c. b. a. Disclosure in respect of material related of material related in respect Disclosure for 10% or more parties which account the year: of transactions during investing in tomorrow in investing notes forming part of the financial statements part of the financial forming

158 38 37 n. forming partofthefinancialstatements notes Annual Report2014-15

1 (5);DishTVIndiaLimited Enterprise IndiaPrivateLimited Limited Disclosures asrequired byClause32ofthelistingagreement Millions 5(Nil);Intrex IndiaPrivate Limited Productions(Nil); EsselVision Limited includes -AsiaToday Limited Millions 51(34).Balanceswrittenback 13 (8);ZeeMediaCorporationLimited (28); SitiCableNetworkLimited Private Limited income includes-Taj Television (India) ` Dividend income-EsselPropack Limited Asia Today Limited FZ-LLC (1,412); ZeeEntertainmentMiddleEast to AsiaToday Limited Millions 36(23).Sales-Mediacontent Zee MediaCorporationLimited - AsiaToday Limited Millions 124(109).Transmission Income - SpacesellingAsiaToday Limited Limited Millions 1,472(7,687);DishTVIndia Pro EnterpriseIndiaPrivateLimited Limited (a) (b) (a) Other incomeincludesInterest income- Total Raw Tapes Asia Today Limited /Millions 2 (1). Rent/Miscellaneous /Millions 2(1).Rent/Miscellaneous Consumption ofRawstock(includedinoperationalcost) The loaneehasnotmadeinvestmentsintheshares oftheCompany. Loans andadvancesgiventoSubsidiary(Loanee) ` ` ` ` /Millions 32 (37); Media Pro /Millions 32(37);MediaPro /Millions 1(90).Commission /Millions 7,891(890);Media /Millions 156(138). ` /Millions 9(5);Taj TV ` /Millions 349 (198). /Millions 349(198). ` ` /Million 253(152); /Millions 1,348 ` /Millions 28 /Millions 28 ` /Millions 1 /Millions 1 ` ` /Millions /Millions ` /Millions /Millions / ` ` ` / ` / / / r. s. q. p. o.

Limited ` 788 (1,847);Veria Limited International Enterprise IndiaPrivateLimited ` Taj Television (India)PrivateLimited Today Limited Corporation Limited Limited Millions 55(64);SitiCableNetwork Millions 1(4);DishTVIndiaLimited Pro EnterpriseIndiaPrivateLimited Limited Limited ` Millions 1(4). balance includeAsiaTVLimited Asia Today Limited Advances anddepositsreceived Advances anddepositsreceived during Interest accruedonLoans includes Trade Receivablesbalances,Asia Reimbursement/recoveries -AsiaToday /Millions 0 (Nil); Pan India Network /Millions 0(Nil);PanIndiaNetwork /Millions 0 (Nil), Zee Media Corporation /Millions 0(Nil),ZeeMediaCorporation /Millions 2,071(351);MediaPro ` ` ` ` /Millions 0(Nil). /Millions Nil(49). /Millions 12(14);ZeeMedia /Millions 257(250);Media ` /Millions 483 (1,217); /Millions 483(1,217); ` ` /Millions 91(49). /Millions 52(59). Balance asat31March ` /Millions /Millions ` 6,171 / 2015 ` ` / /

v. u. t. “0” (zero) denotesamounts lessthanamillion. 2015 are disclosedinNote 9. Non-Current investmentsas at31March disclosed inNote29. Details ofRemunerationtodirectors are Note

Limited ` Broadcast AudienceResearch Council TV Limited ` Tapasvi Mercantile PrivateLimited Nil (7). Multimedia (Maurice)Limited Limited during theyearincludesAsiaTV Limited 31 (21);ZeeMultimedia(Maurice) the yearfrom AsiaTVLimited Zee Learn Limited Zee Learn Network Limited Corporate guaranteesonbehalfofTaj Short-term borrowings repaid of Advances anddepositsrefunded 5,383 /Millions 170 (170); Dish TV India /Millions 170(170);DishTVIndia /Millions 1,001(Nil). 2014 ` ` ` /Millions Nil (417); Siti Cable /Millions Nil(417);SitiCable /Millions 28(25);Zee /Millions Nil(8). outstanding duringtheyear ` financial statements 2015 /Millions 11,049 (12,366); /Millions 11,049(12,366); 12 12 Maximum amount ` 6,171 /Millions 610 (791); /Millions 610(791); ` 2015 /Millions 11(18). ` ` ( /Millions ( ` ` /Millions

Millions) Standalone Millions)

5,383

2014 2014 14 14

159 - - - 1 14 8 8 3 1 13 45 38 17 227 152 109 198 345 114 302 2014 2014 2014 1,606 2,438 Millions) Millions) Millions) Millions)

` ` ` ` AMOUNT ( ( ( ( 172,720,985 4 2014 % 96 100

- 7 4 8 15 81 25 62 169 124 112 301 253 349 345 317 2015 2015 2015 1,731 1,460 - 172,715,758 12 12 3,529,988,600 Amount

- 2015 % 100 100

Others Production expenses Production Repairs and maintenance expenses expenses Marketing, distribution and promotion expenses Conference charges Legal and professional Travelling and conveyance expenses Travelling cost Telecast Expenditure in foreign currency in foreign Expenditure Details of consumption of imported and indigenous stocks Details of consumption

Number of Equity Shares held (Numbers) Number of Equity Shares Preference Net Dividend remitted (Numbers) Number of Shareholders held (Numbers) Shares Number of Preference Equity Net Dividend remitted (Numbers) Number of Shareholders Commission- Space Selling income Interest Others FOB value of exports revenue Broadcasting revenue Transmission Imported Indigenous Total (a) (b) Remittances in foreign currency Remittances in foreign Earnings in foreign currency Earnings in foreign 41 40 39 investing in tomorrow in investing notes forming part of the financial statements part of the financial forming

160

42 forming partofthefinancialstatements notes Annual Report2014-15

provision oftaxation. on amountoftaxexpenseandthat these financialstatements,particularly legislation willnothaveanyimpacton length andthatthetransferpricing the current financialyearare atarm’s specified domestictransactionsduring transactionsandthe its international Management continuestobelievethat the yearended31March 2014.The the independentaccountantsreport for transactions are atarm’s lengthasper anddomestic that itsinternational The Managementisoftheopinion b) (b)

the Companyattheirrespective bookvaluesandthedifference (Surplus)iscredited totheGeneralReserveasunder: i. TheassetsandliabilitiesofMediaBusinessUndertakingDMCLare transferred toandrecorded inthebooksofaccount ii. The Schemehasbeengiveneffect inthefinancialstatementsforyearended31March 2015andpursuanttotheScheme: CIF valueofimports Particulars Surplus Transferred toGeneralReserve Less: IssueofPreference Shares (Refernote(ii)below) Net Assets Current Less : liabilities Total assets Other assets Deferred taxassets Fixed assets Software -Intangibleassets Raw stock Capital equipment each heldinDMCL. of DMCLintheratioOnefullypaidpreference shares of 22,273,886 6%Non-CumulativeRedeemablePreference Shares of hr-em borrowings Short-term 43  Corporation Limited Undertaking ofDiligentMedia Acquisition ofMediaBusiness a) of theCompaniesAct1956/ other applicableprovisions and Sections100to104 to 394read withSection78 Scheme”) underSections391 Demerged Company”)and Limited (“DMCL”or“the Diligent MediaCorporation Companies Act2013,between Scheme ofArrangement(“the ` 1eachoftheCompanyforeveryFourequityshares of ` 1eachhavebeenallottedtotheequityshareholders the MediaBusinessUndertaking 2014. PursuanttotheScheme, of Companieson26September Order wasfiledwiththeRegistrar 12 September2014andthesaid Court ofJudicature atMumbaion sanctioned bytheHon’bleHigh shareholders andcreditors, was Company”) andtheirrespective the Company(“theResulting concern basis. concern date i.e.31March 2014on going with theCompanyonappointed of DMCLisdemergedandvested financial statements 2015 174 18 -

( ( ` `

Amount Millions) Millions) ` Standalone 1,001 3,036 10 10 2,018 3,065 1,996 2014 391

22 46 28 1 7 1

161 1 101 2014 7.94 7,723 7,622 959,689,900 1 2015 7.15 8,318 1,453 6,865 960,448,720 /Millions) ` /Millions 168 has been spent on activities specified in Schedule VII of the Companies Act, 2013. The VII of the Companies Act, 2013. The spent on activities specified in Schedule /Millions 168 has been ` ) ` ) ` /Millions) `

/Millions 193 of which /Millions 193 of which `

Less: Dividend on preference shares (including tax) shares Less: Dividend on preference ( to equity shareholders available for appropriation Profit diluted EPS (in numbers) for basic and average number of equity shares Weighted ( Nominal value of equity shares Basic and diluted EPS ( Profit after Tax ( after Profit The Company has presented Segment information on the basis of the consolidated financial statements as permitted by Accounting Segment information on the basis of the consolidated financial The Company has presented classification. Figures necessary to conform to this year’s recasted wherever or rearranged regrouped, have been years figures Previous As per Section 135 of the Companies Act, 2013, a CSR Committee has been formed by the Company. The Company is required to Company is required The has been formed by the Company. the Companies Act, 2013, a CSR Committee As per Section 135 of in brackets pertain to previous year. in brackets pertain to previous Segment Information 17. – Standard Comparatives Prior Year entire amount has been paid during the year. amount has been paid entire (EPS) Earnings Share Per Corporate Social Responsibility spend b. c. a.

46 47 45 44 investing in tomorrow in investing notes forming part of the financial statements part of the financial forming

162 financial highlights five years Annual Report2014-15 “0” (Zero) denotes amounts less than a million Year EndingMarch 31 Eff. CapitalEmployed CAPITAL EMPLOYED Loan Funds Minority Interest Deferred Tax Balances Reserves &Surplus Share Capital-Preference Share ApplicationMoney Share Capital-Equity CAPITAL ACCOUNT Dividend Rate Dividend % toTotal Income Profit After Tax fortheyear Less: MinorityInterest Add: Share ofResultsAssociates profits/(losses) inassociates Profit After Tax &before minorityinterest /share of Profit After Tax &before exceptionalitems Taxation Exceptional Items Profit Before Tax &ExceptionalItems Depreciation /Amortisation Financial Expenses PBIDT Other Income % toIncomefrom Operations Operating Profit Total Expenses Income from Operations Market capitalisation Closing marketpricepershare of CAPITAL DEPLOYED Net Assets Investments (IncludingCurrent Investments) Fixed Assets Eff. Networth REVENUE ACCOUNT ` 1

328,233 54,983 54,983 34,346 20,192 14,040 14,816 12,538 36,299 48,837 32,974 12,254 55,498 55,514 2,161 9,775 9,755 9,755 4,285 2,278 9,755 225% 2015 (531) 19% 26% 960 673 103 342 (57) (37) 12 4 - - 260,618 47,157 47,157 13,191 13,850 12,043 32,174 44,217 27,137 11,730 47,377 47,455 26,247 20,170 8,900 8,900 4,291 1,807 8,290 1,921 8,921 200% 2014 (298) 27% 19% 501 158 960 (19) 271 17 61 2 - - Consolidated 200,760 38,877 38,877 10,519 11,004 27,453 36,996 38,161 20,986 39,115 39,165 7,182 7,182 3,337 1,461 9,543 1,919 7,196 7,916 9,975 200% 2013 (288) 26% 19% 399 954 (24) (10) 210 86 17 33 - - - 123,202 33,997 33,997 23,010 30,405 16,598 34,308 34,334 33,349 5,906 5,906 2,500 8,406 8,779 1,384 7,395 7,999 9,400 1,438 5,891 150% 2012 (337) 24% 19% 323 959 (32) 129 50 12 46 17 2 - - 120,890 30,680 30,680 21,868 30,088 30,004 15,610 30,982 30,872 6,448 6,251 2,671 8,725 9,102 8,220 1,956 6,369 6,964 8,106 200% 2011 (118) (192) (118) 27% 21% 197 289 882 978 124 88 9 0 - - 328,233 45,621 45,621 12,122 12,720 10,447 23,815 34,262 24,723 20,192 30,719 11,088 45,875 45,887 8,318 8,318 3,804 2,273 2,161 8,318 3,814 225% 2015 (266) 30% 23% 580 960 342 18 12 - - 260,618 39,525 39,525 11,750 12,160 10,315 20,442 30,757 18,551 20,170 25,820 10,080 39,681 39,697 7,723 7,723 4,027 1,845 1,921 7,723 3,625 200% 2014 (172) 34% 24% 338 960 271 72 16 - - Standalone financial statements 200,760 33,415 33,415 17,036 25,659 32,574 20,394 10,692 33,528 33,543 6,407 6,407 3,112 9,519 9,812 1,189 8,623 1,919 6,407 2,329 200% 2013 (128) 34% 24% 280 954 210 15 13 - - - 123,202 29,824 29,824 17,249 10,602 29,951 29,961 28,992 15,771 22,040 1,438 4,897 4,897 4,897 2,441 7,338 7,558 1,289 6,269 1,973 150% 2012 (136) 21% 28% 959 215 129 10 5 - - - Standalone 120,890 28,913 28,913 28,058 13,864 21,700 17,502 29,036 29,042 1,956 5,764 5,764 5,567 2,678 8,245 8,446 7,836 9,855 1,556 200% 2011 (129) 26% 36% 978 197 167 610 124 34 6 - -

163 0.0 2.7 7.2 0.2 6.7 0.0 4.2 0.7 5.3 29.7 66.3 23.4 36.1 38.7 16.0 63.9 12.3 25.8 31.7 33.9 13.9 19.9 28.5 22.8 2.00 2011 0.0 5.5 7.1 0.0 4.8 0.0 5.1 0.7 2.5 31.2 61.7 28.3 28.5 43.8 18.4 71.5 11.1 21.0 33.3 29.4 11.2 16.4 24.5 24.3 1.50 2012 0.0 4.4 7.4 0.1 5.7 0.0 4.4 7.1 0.8 63.4 30.6 33.6 40.2 17.3 66.4 12.1 23.9 32.7 30.0 11.0 19.1 28.4 28.1 2.00 35.1 2013 Standalone 0.0 4.0 8.5 4.1 0.0 5.7 7.3 0.2 4.8 0.8 19.5 29.8 34.0 2.00 65.1 28.3 33.5 41.2 16.6 66.5 13.1 23.7 34.3 24.9 41.3 2014 0.0 6.6 0.0 6.2 8.2 0.1 4.7 4.0 0.7 9.0 18.1 26.5 38.1 2.25 65.0 27.6 30.5 38.1 21.9 69.5 11.1 22.8 31.4 26.0 47.8 2015 0.0 3.7 1.0 0.0 6.5 2.9 9.1 0.3 8.9 6.3 14.7 12.6 20.6 28.7 31.7 2.00 31.7 56.5 37.4 27.3 37.9 15.8 72.7 20.6 30.6 30.7 19.0 2011 0.0 3.6 0.9 9.6 0.0 6.1 4.4 9.6 0.2 8.2 4.2 12.1 17.2 24.6 33.2 1.50 35.8 52.1 43.6 24.3 37.4 19.0 75.7 18.5 29.7 24.4 20.9 2012

0.0 0.0 7.5 3.8 9.4 0.2 9.0 4.9 3.3 1.0 13.6 18.4 27.1 40.3 2.00 53.1 43.9 25.8 37.7 17.7 74.2 18.7 31.7 26.7 13.0 41.0 27.9 2013 7,887 (7,625) Million ` Consolidated 0.0 0.0 9.3 3.9 8.8 0.4 9.7 4.1 3.5 0.9 11.9 18.8 28.1 47.9 2.00 53.8 40.8 27.2 38.6 17.1 72.8 19.3 32.5 21.5 10.8 49.4 29.2 2014 0.0 0.0 8.7 4.5 9.2 0.2 8.8 3.9 3.6 0.9 13.3 17.6 25.5 53.2 2.25 54.5 36.7 25.7 41.2 21.3 74.3 19.1 30.5 22.1 11.2 57.8 39.4 2015 ` ` ` ` ` (x) (x) (x) (x) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%)

PE Ratio -Price/EPS Ratio (Share Price as of March 31,) Price as of March PE Ratio -Price/EPS Ratio (Share PER SHARE DATA # PER SHARE DATA Revenue per share Dividend per share Indebtedness per share Book value per share (after prior period adjustments) Earnings per share Capital Output Ratio (Inc from Ops/Eff. Capital employed) Ops/Eff. Capital Output Ratio (Inc from assets) Ops/Fixed from (Inc Fixed assets Turnover employed Eff.capital Cash & cash equivalents/Total Networth) for the year/Eff. RONW (PAT Capital employed) ROCE (PBIT/Eff. Tax/PBT for the year Dividend Payout/PAT Networth Dividend Payout/Effective BALANCE SHEET Networth) loans/Eff. Debt-Equity ratio (Total liabilities) assets/Current ratio (Current Current Selling and Admin Expenses/Income from Operations Selling and Admin Expenses/Income from Operations Cost/Income from Operating Total Operations Financial Expenses/Income from Operations from Tax/Income Income for the year/Total PAT Advertisement Income/Income from Operations from Advertisement Income/Income Operations from Subscription Income/Income Operations from Operating Profit/Income Income Other Income/Total Operations Cost/Income from Programming Operations Personnel Cost/Income from FINANCIAL PERFORMANCE Year Ending March 31 March Ending Year Note : Fixed Assets for the consolidated entity excludes Goodwill on consolidation of necessary. wherever for FY 2014 have been regrouped Figures # Annualised investing in tomorrow in investing

an analysis an performance ratios-performance

164 2. 1. Zee EntertainmentEnterprisesLimited The Membersof To auditors’ report independent Annual Report2014-15 Rule 7oftheCompanies(Accounts) Section 133oftheAct,read with Accounting Standards specifiedunder accepted inIndia,includingthe with theaccountingprinciplesgenerally controlled companyinaccordance including itsassociatesandjointly consolidated cashflowsoftheGroup consolidated financialperformanceand the consolidatedfinancialposition, Act”) thatgiveatrueandfairviewof 2013 (hereinafter referred toas“the requirements oftheCompaniesAct, financial statementsintermswiththe preparation oftheseconsolidated of Directors isresponsible forthe Consolidated FinancialStatements statements”). to as“theconsolidatedfinancial information (hereinafter referred policies andotherexplanatory summary ofthesignificantaccounting for theyearthenended,anda Consolidated CashFlowStatement Statement ofProfit andLoss,the at 31March 2015,theConsolidated the ConsolidatedBalanceSheetas controlled companycomprising of Group”), itsassociatesand jointly subsidiaries togetherreferred as“the (the HoldingCompanyandits Company”) anditssubsidiaries as “theHoldingCompany”or Limited of consolidated financialstatements Financial Statements responsible formaintenanceof and jointlycontrolled companyare in theGroup andofitsassociates Directors ofthecompaniesincluded Rules, 2014.Therespective Board of The HoldingCompany’s Board Management’s Responsibilityforthe We haveauditedtheaccompanying Report ontheConsolidated Zee EntertainmentEnterprises (“hereinafter referred to 3. fraud orerror, whichhavebeenused material misstatement,whetherdueto true andfairvieware free from the financialstatementsthatgivea the preparation andpresentation of the accountingrecords, relevant to the accuracyandcompletenessof were operatingeffectively forensuring financialcontrols,adequate internal that implementation andmaintenanceof and prudent;thedesign, and estimatesthatare reasonable accounting policies;makingjudgments selection andapplicationofappropriate frauds andotherirregularities; the Group andforpreventing anddetecting Act forsafeguarding theassetsof accordance withtheprovisions ofthe adequate accountingrecords in depend onthe auditor’s judgment, statements. Theprocedures selected in theconsolidatedfinancial about theamountsanddisclosures procedures toobtainaudit evidence are free from materialmisstatement. the consolidatedfinancialstatements reasonable assuranceaboutwhether plan andperformtheaudittoobtain comply withethicalrequirements and Act. ThoseStandards require that we specified underSection143(10)ofthe with theStandards onAuditing made thereunder. provisions oftheActand Rules included intheauditreport under the and matterswhichare required tobe the accountingandauditingstandards into accounttheprovisions ofthe Act, conducting theaudit,wehavetaken statements basedonouraudit.While opinion ontheseconsolidatedfinancial as aforesaid. the Directors oftheHolding Company, consolidated financialstatementsby for thepurposeofpreparation of the An auditinvolvesperforming We conductedourauditinaccordance Our responsibility istoexpress an Auditor’s Responsibility

4. Opinion appropriateness ofaccounting policies audit alsoincludesevaluatingthe effectiveness ofsuchcontrols. An financial reporting andtheoperating financialcontrolsinternal systemover the HoldingCompanyhasanadequate of expressing anopiniononwhether circumstances, butnotforthepurpose procedures thatare appropriate inthe and fairviewinorder todesignaudit financial statementsthatgiveatrue preparation oftheconsolidated relevant totheHoldingCompany’s financialcontrolconsiders internal those riskassessments,theauditor whether duetofraudorerror. Inmaking consolidated financialstatements, risks ofmaterialmisstatementthe including theassessmentof ended onthatdate. consolidated cashflowsforthe year their consolidatedprofit andtheir company asat31March, 2015,and associates andjointlycontrolled state ofaffairs oftheGroup, its accepted inIndia,oftheconsolidated the accountingprinciplesgenerally true andfairviewinconformitywith in themannersorequired andgivea the informationrequired bytheAct consolidated financialstatementsgive explanations giventous,theaforesaid information andaccording tothe financial statements. audit opinionontheconsolidated appropriate toprovide abasisforour paragraph below, issufficient and sub-paragraph (a)oftheOtherMatters terms oftheirreports referred toin obtained bytheotherauditorsin obtained byusandtheauditevidence financial statements. overall presentation ofthe consolidated Directors, aswellevaluating the the HoldingCompany’s Board of the accountingestimatesmadeby used andthereasonableness of In ouropinionandtothebestof We believethattheauditevidence financial statements Consolidated

165 The Consolidated Balance We have sought and obtained We books In our opinion, proper from our examination of those from of the books and the reports other auditors. Sheet, the Consolidated and Loss, Statement of Profit and the Consolidated Cash Flow Statement dealt with by all the information and explanations which to the best of our knowledge and necessary for belief were the purposes of our audit of consolidated the aforesaid financial statements. by of account as required of to preparation law relating consolidated the aforesaid financial statements have been kept so far as it appears c) As required by Section 143(3) of As required a) b) As required by the Companies As required company, subsidiary companies, company, associate company and jointly company incorporated controlled a in India, we give in the Annexure Statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable. that: the Act, we report Regulatory Requirements below, below, Regulatory Requirements respect of the is not modified in to our above matters with respect on the work done and reliance of the other auditors the reports / and the financial statements certified by the financial information Management. 2015 Report) Order, (Auditor’s issued by the Central (“the Order”), Government of India in terms of Section 143 (11) of the Act, based on the comments in the of the Holding auditors’ reports 2. Report on Other Legal and 1. Regulatory Requirements

7.

` Our opinion on the consolidated The consolidated financial information and explanations given to us by the Management, these financial statements / financial not material to the information are Group. financial statements, and our on Other Legal and report auditors. statements also include the of net loss of share Group’s 37 million for the year ended 31 in the as considered 2015, March, consolidated financial statements, of one associate, whose in respect financial statements / financial information have not been audited by us. These financial statements / unaudited financial information are and have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures of the aforesaid included in respect in terms associate, and our report of Section 143 (3) and 143 (11) to of the Act in so far as it relates associate, is based the aforesaid solely on such unaudited financial statements / financial information. to the In our opinion and according statements / financial information statements / financial by us. have not been audited / These financial statements have been financial information whose audited by other auditors have been furnished reports and to us by the Management our opinion on the consolidated in so far financial statements, to the amounts and as it relates of included in respect disclosures these subsidiaries, jointly controlled company and associates, and in terms of Section our report 143 (3) and 143 (11)of the Act, to the aforesaid insofar as it relates subsidiaries, jointly controlled company and associates, is based of the other solely on the reports (b)

440 million ` 376 Millions ` 0.2 million for the ` 27,198 million as at ` 17,386 million and net cash ` We did not audit the financial We We draw attention to Note 35 draw We We draw attention to Note 12 draw attention to Note 12 We also include the Group’s share of share also include the Group’s of net profit 2015, as year ended 31 March, in the consolidated considered respect of financial statements, in two associates, whose financial of flows amounting to for the year ended on that date, in the consolidated as considered financial statements. The consolidated financial statements statements / financial information of eighteen subsidiaries, and company, one jointly controlled whose financial statements / reflect total financial information assets of 2015, total revenues 31 March, Diligent Media Corporation Limited and vesting with the Company by 2014, approved 31 March w.e.f. the Hon’ble High Court during the in these hence given effect year, financial statements. of the consolidated financial Scheme statements regarding of Arrangement for demerger of Media Business Undertaking of status of this case and on the from basis of opinion received the lawyers in this legal matter, that the ultimate confident are outcome of the legal dispute will be will in its favour and the receivable be fully recovered. statements, regarding recognition recognition statements, regarding of of receivable a competing claimed from which is under broadcaster, on the litigation. The management of the current basis of the review of the consolidated financial of the consolidated financial Our opinion is not modified in respect Our opinion is not modified in Other Matters (a) b) Emphasis of Matter a) of these matters. 6.

5. investing in tomorrow in investing independent auditors’ report auditors’ independent

166 Annual Report2014-15 e) d) none ofthedirectors of incorporated inIndia, jointly controlled company associate companyand its subsidiarycompanies, of thestatutoryauditors Company andthereports Directors oftheHolding on record bytheBoard of 31 March 2015andtaken Holding Companyason from thedirectors ofthe representations received Rules, 2014. of theCompanies(Accounts) of theAct,read withRule7 specified underSection133 the AccountingStandards statements complywith consolidated financial statements. the consolidatedfinancial purpose ofpreparation of account maintainedforthe with therelevant booksof this Reportare inagreement On thebasisofwritten In ouropinion,theaforesaid i.  f) given tous: according totheexplanations the bestofourinformationand 2014, inouropinionandto (Audit andAuditor’s) Rules, with Rule11oftheCompanies Auditor’s Reportinaccordance matters tobeincludedinthe Section 164(2)oftheAct. as adirector intermsof 2015 from beingappointed disqualified ason31March, incorporated inIndiais jointly controlled company associate companyand the Group companies,its With respect totheother With The consolidated financial statements. 26 oftheconsolidated Refer Notes12,25and controlled company– its associatesandjointly position oftheGroup, consolidated financial pending litigationsonthe disclose theimpactof financial statements

21 May2015 Mumbai, Firm RegistrationNumber101169W/W-100035 iii. ii. Membership Number107832 financial statements There hasbeennodelay The Group, itsassociates India. company incorporatedin and jointlycontrolled the Group, itsassociates and Protection Fundby to theInvestorEducation required tobetransferred, in transferringamounts, derivative contracts. contracts including losses onlong-term any materialforeseeable company didnothave and jointlycontrolled Chartered Accountants For Hitendra Bhandari MGB &Co.LLP Consolidated Partner

167 Undisputed statutory dues Undisputed statutory dues six months from the date they the date they six months from became payable. including provident fund, fund, including provident employees’ state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and others as applicable have generally been regularly deposited with the appropriate no are authorities. There undisputed amounts payable dues of aforesaid in respect outstanding as at 31 March than 2015 for a period of more According to the records of the Holding of to the records According (a) According to the information and to the information According to the information and According of India has not prescribed the of India has not prescribed under maintenance of cost records Section 148 (1) of the Act for any of the activities of the Holding Company and entities. the Covered entities, Company and Covered examined by us and other auditors and information and explanations given to us and other auditors : other auditors. However, in case in case other auditors. However, is a scope to there of a subsidiary, system the internal control strengthen to obtaining subscriber with regard cable operators/DTH from reports operators. us and other explanations given to auditors, the Holding Company and entities have not accepted the Covered the public within the any deposits from meaning of Sections 73 to 76 of the to Act and the rules framed thereunder the extent notified. explanations given to us and other auditors, the Central Government (vii) (v) (vi) In our opinion and opinion of In our opinion and opinion In our opinion and opinion of other other auditors, no discrepancies other auditors, no discrepancies on physical noticed were to the verification as compared book records. Covered entities at reasonable entities at reasonable Covered intervals during the year. of other auditors, the procedures of inventory physical verification of followed by the management and the the Holding Company reasonable entities are Covered to the size and adequate in relation of the Holding Company and the of entities and the nature Covered its business. auditors, the Holding Company entities has and the Covered of records maintained proper As explained to us and inventory. According to the information and According In our opinion and opinion of other (b) (c) weaknesses in the internal control weaknesses in the internal control systems was observed by us or explanations given to us and other auditors, the Holding Company and entities have not granted the Covered to or unsecured, any loan, secured companies, firms or other parties maintained in the register covered under Section 189 of the Act. to the auditors and according information and explanations given is an to us and other auditors, there system adequate internal control commensurate with the size of the Holding Company and the Covered of its business entities and the nature of inventory, to purchase with regard fixed assets and sale of goods and services. During the course of audit, major to correct no continuing failure (iii) (iv)

As explained to us and other All the fixed assets, except The Holding Company and the physically verified (copyrights of media content verified with to title documents/ reference by the management agreements) of the Holding Company and the discrepancies noticed on such discrepancies not material, verification which are dealt with in have been properly the books of accounts. auditors, the inventory has been is reasonable having regard to having regard is reasonable the size of the Holding Company entities and the and the Covered to of its assets. According nature the information and explanations given to us and other auditors, (IRD) boxes lying with third parties, (IRD) boxes lying with third have been physically verified by the management of the Holding entities Company and the Covered In our opinion during the year. and opinion of other auditors, this periodicity of physical verification particulars including quantitative details and situation of its fixed assets. Integrated Receiver Decoders Covered entities have maintained Covered showing full records proper (a) (b) (a) (ii)

India and to whom the provisions of the India and to whom the provisions to as referred (hereinafter apply Order entities’ in this report) ‘the Covered (i) report of even date. report Enterprises Re: Zee Entertainment and its Limited (‘Holding Company’) and jointly subsidiaries, associates in company incorporated controlled Annexure referred to in Paragraph 7 (1) referred Annexure on Other Legal of the Section on “Report of our and Regulatory Requirements” investing in tomorrow in investing independent auditors’ report auditors’ independent

168

(ix) (viii) Annual Report2014-15 during the current financial year or in the during thecurrent financialyearorinthe cash losses,onaconsolidatedbasis, financial yearandhasnotincurred any accumulated lossesattheendof entities doesnothaveconsolidated Company andCovered entitieshave to usandother auditors,theHolding information and explanationsgiven other auditorsandaccording tothe immediately preceding financialyear. In ouropinionandthe of The HoldingCompanyandtheCovered (c) (b) thereunder withintime. Act, 1956andtherulesframed provisions oftheCompanies in accordance withtherelevant education andprotection fund required amounttoinvestor Covered entitieshavetransferred ^ represents absoluteamount The HoldingCompanyandthe The duesofservicetaxandincomewhichare notdepositedonaccountofanydisputeare asunder: Name oftheStatute The IncomeTax Act,1961 The CentralExciseAct,1944 Nature oftheDues Source (including Tax Deductedat (xi) (x) Income Tax Service Tax interest) to usandother auditors,theHolding information and explanationsgiven auditors andaccording tothe the Covered entities. interests oftheHoldingCompanyand are primafacienotprejudicial tothe subsidiaries andothersfrom banks given guaranteesforloanstakenby Company andCovered entitieshave and conditionsonwhichtheHolding to usandotherauditors,theterms information andexplanationsgiven other auditorsandaccording tothe debentures duringtheyear. Covered entitieshavenotissuedany the year. The HoldingCompanyand banks andfinancialinstitutionsduring not defaultedinrepayment ofdues to In ouropinionandofother In ouropinionandtheof *pertains toerstwhileETCNetworksLimited,mergedwiththeHoldingCompany. 0 ( 0 ( 0 ( ` ` ` Amount ( 176,706)^ 406,383)^ 426,630)^ million) 3,085 262 148 312 293 45* 10 69 43 28 18 15 3* ` 1 5 1 2 1 3 5 5 / Period towhichthe to F.Y. 2009-2010 F.Y. 2007-2008 F.Y. 2012-2013 F.Y. 2011-2012 F.Y. 2010-2011 F.Y. 2007-2008 F.Y. 2012-2013 F.Y. 2011-2012 F.Y. 2012-2013 F.Y. 2011-2012 2005-2006 F.Y. F.Y. 2012-2013 F.Y. 2006-2007 F.Y. 2007-2008 F.Y. 2006-2007 F.Y. 2006-2007 F.Y. 2004-2005 F.Y. 2010-2011 F.Y. 2007-2008 F.Y. 2009-2010 F.Y. 2005-2006 F.Y. 2009-2010 F.Y. 2008-2009 F.Y. 2007-2008 F.Y. 2009-2010 F.Y. 2004-2005 F.Y. 1995-1996 F.Y. 2013-2014 amount relate

21 May2015 Mumbai, (xii) Firm RegistrationNumber101169W/W-100035 been noticedorreported duringtheyear. Company andCovered entitieshave auditors, nofraudonorbytheHolding explanations giventousandother according totheinformationand which theywere raised. have beenappliedforthepurpose raised termloansduringtheyearwhich Company andCovered entitieshave To thebestofourknowledgeand Transfer PricingOfficer /AssessingOfficer Commissioner ofCentralExcise(Appeals) Customs, CentralExciseandServiceTax Additional CommissionerofServiceTax, Commissioner ofIncomeTax (Appeals) Commissioner ofIncomeTax (Appeals) Commissioner ofIncomeTax (Appeals) Commissioner ofIncomeTax (Appeals) Commissioner ofIncomeTax (Appeals) Deputy CommissionerofIncomeTax Forum where disputeispending Membership Number107832 financial statements Income Tax AppellateTribunal Chartered Accountants Dispute ResolutionPanel For Hitendra Bhandari MGB &Co.LLP Appellate Tribunal High Court High Court Consolidated Mumbai Partner

169 61 17 882 335 324 676 997 298 361 2014 5,349 5,644 8,224 5,050 3,842 3,311 3,025 7,708 2,941 2,871 11,736 10,281 42,116 60,317 21,130 26,247 47,377 12,203 60,317 11,730 18,201 Millions) ` ( 4 12 480 288 780 878 531 378 2015 8,291 7,365 1,328 4,204 4,980 4,592 3,213 8,163 1,464 5,629 70,058 12,254 20,256 11,878 10,692 10,248 49,802 70,058 21,152 34,346 55,498 13,776 Mihir Modi Chief Finance & Strategy Officer 8 9 3 4 5 6 7 7 7 6 10 11 12 13 14 15 16 11 12 1-37 Note Sunil Sharma Director Punit Goenka & CEO Managing Director M Lakshminarayanan Company Secretary For and on behalf of the Board

arch, 2015 Tangible assets Tangible Intangible assets Capital work-in-progress

MGB & Co. LLP M Trade receivables Trade Cash and bank balances Short-term loans and advances assets Other current Total Notes forming part of the consolidated financial statements Long-term loans and advances assets Other non-current Assets Current investments Current Inventories Fixed assets investments Non-current tax assets (net) Deferred Other current liabilities Other current Short-term provisions Total ASSETS Assets Non-current Long-term borrowings Long-term provisions liabilities Other non-current Liabilities Current payables Trade EQUITY AND LIABILITIES Funds Shareholder’s capital Share Reserves and surplus Minority interest Liabilities Non-current Date: 21 May, 2015 Date: 21 May, Firm Registration Number 101169W/W-100035 Hitendra Bhandari Partner Membership Number 107832 Place: Mumbai As per our attached report of even date As per our attached report For Accountants Chartered investing in tomorrow in investing

balance sheetbalance consolidated as at 31

170 for theyearended31March,2015 statement ofprofit andloss consolidated Annual Report2014-15 Date: 21May, 2015 Place: Mumbai Membership Number107832 Partner Hitendra Bhandari Firm RegistrationNumber101169W/W-100035 Chartered Accountants For As perourattachedreport ofevendate Other expenses Depreciation andamortisationexpense Finance costs Employee benefitsexpense Operational cost Expenses Total Other income Revenue from operations Revenue Notes formingpartoftheconsolidatedfinancialstatements perequityshareEarnings (facevalue Profit fortheyear Less: Minorityinterest Add/(Less): Share ofresults ofassociate Profit aftertaxbefore Share of result ofAssociateandMinorityInterest MAT credit entitlement-earlieryear Deferred taxcharge/(benefit) Current tax-current year Provision fortax Less :Tax expense Profit before tax Total MGB &Co.LLP Basic anddiluted - earlieryears ` 1each) Company Secretary M Lakshminarayanan Managing Director &CEO Punit Goenka For andonbehalfoftheBoard

Director Sunil Sharma Note 1-37 23 22 21 20 19 18 17 33 Chief Finance&StrategyOfficer Mihir Modi 14,040 37,075 10,408 21,393 51,115 48,837 (1,433) (1,877) 4,498 2,278 9,775 9,755 2,858 4,737 financial statements 2015 8.67 673 103 (57) (37) ( Consolidated ` Millions) 13,191 32,833 20,688 46,024 44,217 8,921 8,900 4,297 7,591 3,895 1,807 9.19 2014 501 158 (19) (2) (4) 2 -

171 - 0 2 (0) (9) 17 23 76 (83) (96) 667 117 501 348 150 551 2014 (117) 1,790 1,017 8,071 3,829 (2,948) (3,490) (1,020) (2,464) (2,991) (4,242) (1,482) 32,653 13,191 12,975 Millions) (2,059) (30,391) ` ( - 6 (2) 56 42 61 22 (13) (16) (42) 339 730 673 302 599 2015 (140) (251) (363) (142) 1,155 (2,000) 6,809 (1,221) (2,693) (4,164) (1,147) (1,530) 13,209 10,973 30,957 14,040 (3,661) (32,110)

(B) (A) 462,000) 47,520) ` ` arch, 2015 M

Loans repaid by others Loans repaid Dividend received received Interest Net cash flow used in investing activities Purchase of long-term investments Purchase Sale of long-term investments investments of current Purchase investments Sale of current Loans to others Net cash flow from operating activities Net cash flow from investing activities Cash flow from of fixed assets / capital work in progress Purchase Sale of fixed assets Investment in deposit accounts (P.Y. Investment in associates Increase in trade and other receivables Increase in inventories Increase in trade and other payables Increase operations Cash generated from taxes paid (net) Direct Profit on sale of long-term investments Profit for diminution in value of investments (Reversal) / Provision Dividend income income Interest working capital changes before Operating profit Adjustments for : Liabilities / excess provision written back Liabilities / excess provision of fixed assets (net) Loss on sale / discard loss / (gain) on exchange adjustments (net) Unrealised expense Interest investments (net) on sale of current Profit Cash flow from operating activities Cash flow from tax before Profit Adjustments for : and amortisation expense Depreciation (P.Y. expenses written off Preliminary for doubtful debts and advances Provision

B. A. investing in tomorrow in investing

cash flow statement flow cash ended 31 for the year consolidated

172 2. Transactions pursuanttotheSchemeofArrangement(Refernote35),beingnon-cash, havenotbeenconsidered intheabovecashflowstatement. 1. Previous year’s figures havebeen regrouped, recast wherever necessary. Notes: for theyearended31March,2015 cash flowstatement consolidated Annual Report2014-15 Date: 21May, 2015 Place: Mumbai Membership Number107832 Partner Hitendra Bhandari Firm RegistrationNumber101169W/W-100035 Chartered Accountants For As perourattachedreport ofevendate C. MGB &Co.LLP Cash andbankbalancesattheendofyear Add: Earmarkedbalances Balance indepositaccounts(P.Y. Net cashandequivalents Cash andEquivalentsatthebeginningofyear ( Cash andbankbalancesreceived pursuanttotheSchemeofArrangement(Refernote35) Net Cashflowduringtheyear(A+B+C) Net cashflowusedinfinancingactivities(C) Interest paid Money received from minorityshareholders Dividend paid(includingdividendtax) Repayment ofshort-termborrowings Repayment oflong-termborrowings Proceeds from long-termborrowings Proceeds from issueofshare capital Cash flowfrom financingactivities

` 62,485) ` 462,000) Company Secretary M Lakshminarayanan Managing Director &CEO Punit Goenka For andonbehalfoftheBoard

Director Sunil Sharma

Chief Finance&StrategyOfficer Mihir Modi (3,427) (2,348) (1,001) 7,365 5,632 5,353 2,000 financial statements 2015 (279) (71) (17) 10 12 0 - - ( Consolidated ` (1,444) Millions) (2,244) 5,644 5,632 5,306 2014 326 778 (26) (14) 12 47 15 - - 0

173 India India India India India China U.A.E. U.A.E. Russia Russia Canada America America Mauritius Mauritius Mauritius Mauritius Singapore Country of South Africa Incorporation United States of United States of United Kingdom 51 (51) 100 (Nil) 74 (74) 100 (100) 100 (100) 100 (100) 100 (100) 100 (100) 100 (100) 100 (100) 100 (100) 100 (100) 100 (100) 100 (100) 100 (100) 100 (100) 100 (100) 100 (100) 100 (100) 100 (100) or through Subsidiaries) or through beneficial interest) / Voting / beneficial interest) Proportion of Interest (including of Interest Proportion Power (either directly / indirectly / indirectly Power (either directly Zee Turner Limited Zee Turner (Mauritius) Zee Multimedia Worldwide Limited Subsidiaries Indirect Asia TV Limited Expand Fast Holdings (Singapore) Pte Limited OOO Zee CIS Holding LLC # OOO Zee CIS LLC TV Limited Taj Zee Multimedia (Maurice) Limited (Guangzhou) Zee Technologies Limited Zee Entertainment Middle East FZ- LLC (Earlier known as Zee Telefilms Middle East FZ-LLC) Media FZ-LLC ATL Zee TV South Africa (Proprietary) Limited Zee TV USA Inc. Asia Multimedia Distribution Inc.* Eevee Multimedia Inc. Direct Subsidiaries Direct Limited Asia Today Private Limited India Webportal Limited Essel Vision Productions (India) Private Limited Television Taj Zee Sports Limited Name of the Subsidiaries The CFS includes the Financial Statements of the parent company and the Financial Statements of the parent The CFS includes the * Incorporated during the year capital company # Zero basis as per local laws instead of actuarial basis. This liability represents 15.79 % represents instead of actuarial basis. This liability basis as per local laws as at the year end. and leave benefits of the Group (15.23%) of total gratuity the consolidated from in the table below). Subsidiaries are subsidiaries (as listed date of the from excluded and are is acquired control date on which effective transfer / disposal.

iv.

The CFS are prepared using prepared The CFS are The consolidation of financial The Consolidated Financial uniform accounting policies for transactions and other events in similar transactions except in case the of six subsidiaries wherein liability on account of retirement on estimated benefits is provided been eliminated in the process of been eliminated in the process in consolidation. Minority interest the minority subsidiaries represents share proportionate shareholders of the net assets and net income. extent possible on a line-by-line basis by adding together like items of assets, liabilities, income and expenses. All significant intra-group inter- transactions, unrealised and balances have company profits and its subsidiary Companies, associates and jointly controlled entity. company statements of the parent and its subsidiaries is done to the Statements (CFS) relate to Zee Statements (CFS) relate Entertainment Enterprises Limited

Principles of Consolidation Basis of preparation of Consolidated of Consolidated Basis of preparation statements financial consolidated These iii. ii. i. provisions of the Companies Act, 2013. provisions In case of an Indian subsidiary viz. “Zee Limited” the financial statements Turner comprising 0.14% of the consolidated on the net assets, have been prepared basis that Company does not continue to be a going concern. have been prepared under the historical under the historical have been prepared concerncost convention on going with the Generally basis in accordance Principles in India Accepted Accounting the Accounting (Indian GAAP), including relevant notified under the Standards financial statements

2 1 investing in tomorrow in investing notes forming part of the Consolidated Financial Statements Financial part of the Consolidated forming

174  2.1 forming partoftheConsolidatedFinancialStatements notes Annual Report2014-15 v. Associate c. b. Comparatives a. Significant AccountingPolicies vi. brackets pertaintoprevious year. this year’s classification.Figures in wherever necessarytoconform regrouped, rearranged orrecasted / materialised. year inwhichtheresults are known estimates are recognised inthe between theactualresults and expenses fortheyear. Difference reported amountofrevenue and financial statementsandthe and liabilities,onthedateof the reported amountofassets and assumptionsthataffect management tomakeestimates statements requires the a subsidiary, ZeeTurner Limited. accounted forusingProportionate ConsolidationMethod.Shareholding inMPEIPListhrough Interest inJointlycontrolled entity“MediaPro EnterpriseIndiaPrivateLimited”(MPEIPL)is #  Statements issuedbyICAI. Method” asperAS-23AccountingforInvestmentsinAssociatesConsolidatedFinancial The Group hasadoptedandaccountedforInvestmentinAssociate,usingthe“Equity (i) Fixed Assets Previous yearsfigures havebeen The preparation offinancial Use ofestimates Jointly controlled entity Media Pro EnterpriseIndiaPrivateLimited Name oftheJointlycontrolled entity (Held through AsiaToday Limited) Asia Today ThailandLimited through IndiaWebportal PrivateLimited) Idea ShopWeb andMediaPrivateLimited(Held Aplab Limited(Direct)# Name oftheAssociate fixed assetsonwrittendownvaluemethod. No adjustmentsare madefordifference inaccountingpolicy for depreciation provided on Goodwill represents the / jointlycontrolled entity of thesubsidiaries /associates Group’s share inthenetworth difference betweenthe Goodwill onConsolidation

(b) (a) (ii) Extent ofHolding 38.61% (26.00%) 26.42% (26.42%) 50.00% (50.00%) use atthereporting date. not yetready fortheirintended and related expensesthatare comprises costoffixedassets available fordeployment. boxes are capitalised,when Receiver Decoders(IRD) the intendeduse.Integrated to itsworkingconditionfor cost ofbringingtheasset met anddirectly attributable capitalisation criteriaare price, borrowing costsif The costcomprisespurchase and impairmentloss,ifany. accumulated depreciation are statedatcost,less consolidation. negative goodwillarisingon Capital reserve represents entity ismade/acquired. / associatesjointlycontrolled investment inthesubsidiaries at thedateonwhich and thecostofacquisition Capital workinprogress Tangible fixedassets Tangible fixedassets 25.00% (Nil) Extent of Holding India Incorporation Country of Thailand India India Incorporation Country of (iii)

e. d. f. intangible assets occur. are expensedintheperiodthey the asset.Allotherborrowing costs are capitalisedaspartofcost assets are ready forintendeduse qualifying assetstillthetimesuch the acquisitionorconstructionof (i) tangible /intangibleassets of theassettotheirpresent value. expected from thecontinuinguse the estimatedfuture cashflows use, determinedbydiscounting the netsellingpriceandvaluein recoverable amountishigher of the extentofimpairmentloss.The is estimatedinorder todetermine the recoverable amountof assets loss. Ifanysuchindicationexists, assets havesuffered impairment there isanindicationthatthose of assetstodeterminewhether Group reviews thecarryingamount Impairment oftangibleand Borrowing costsattributableto Borrowing costs Depreciation /Amortisation on At eachBalanceSheetdate,the

Intangible assetsacquired are Intangible assets impairment loss,ifany. accumulated amortisationand at costandstatedless measured oninitialrecognition of the asset, the operating of theasset, operating asset, theestimated usage into accountthenature ofthe on technicaladvice,taking has beenassessedbased where thelifeofassets following categoriesofassets, 2013 exceptinrespect ofthe II totheCompaniesAct, life prescribed inSchedule line methodaspertheuseful assets isprovided onstraight- Depreciation ontangiblefixed estimated residual value. substituted forcost,lessits of anasset,orotheramount tangible fixedassetsisthecost Depreciable amountfor financial statements Consolidated

175 Tapes are valued are Tapes Theatrical rights - Cost is Satellite and other rights - Film rights are amortised on Film rights are amortised Music rights are Programs - reality shows, chat - reality Programs (other than (a) Programs amortised immediately on theatrical release. Allocated cost of each right is expensed immediately on sale. three financial years starting financial three year of first telecast, the from as per management estimate potential. revenue of future a straight-line basis over the licensed period or 60 months commencement of the from rights, whichever is shorter. financial years over three the year of starting from commencement of rights, as per management estimate of potential. revenue future lower of cost / unamortised lower of cost / unamortised value. Cost cost or realisable / direct comprises acquisition the cost. Where production value on the basis of realisable its estimated useful economic life is less than its carrying is amount, the difference expensed as impairment. film rights, Programs, expensed / music rights are amortised as under: affairs, shows, events, current game shows and sports rights expensed on fully etc. are telecast. amortised over above) are (a) (b) Raw Stock : (c) (d) and / or acquired Film produced Cost is allocated to each right (a) (b) at lower of cost or estimated net for distribution: based on management estimate of Cost of theatrical rights, revenue. amortised satellite rights etc are rights are when sold and residual carried at lower of cost or net value. realisable (iii) (ii)

Media Content : Commission-Space selling is other services Revenue from films from Theatrical revenue income is recognised Interest Dividend income is recognised Broadcasting revenue - revenue Broadcasting Sales - Media content when the right to receive when the right to receive dividend is established. Film rights, Music rights (completed (commissioned and under / acquired) at stated are production) Rights) is recognised, when Rights) is recognised, the significant risks and have been transferred rewards to the customers. when the related recognised advertisement or commercial the public i.e. appears before on telecast. as and when is recognised completed / such services are performed. of on receipt is recognised sale reports. related basis on a time proportion taking into account amount outstanding and the applicable rate. interest Advertisement revenue (net of Advertisement revenue rebates) discount and volume when the related is recognised advertisement or commercial the public appears before i.e. on telecast. Subscription on recognised is revenue of time basis on the provision service television broadcasting to subscribers. Film (including Programs, Media content i.e. Programs, Media content i.e. Programs, Services

(i) (a) (b) (c) (iv) (v)  Revenue Recognition Revenue to the Revenue is recognised extent it is probable that economic that economic extent it is probable Group the benefits will flow to can be reliably and the revenue measured. (i) i. Inventories

(iii) h. (ii)

.

Intangible assets are amortised Intangible assets are readily Investments, which are Current investments are investments are Current Premium on leasehold land Premium No part of goodwill arising on of bringing the investment to its working property condition for intended use for diminution other than temporary in the value of such investments. not intended to be occupied substantially for use by or in the operations of the Group is classified as Investment and stated at cost. property The cost comprises purchase costs, if price, borrowing met capitalisation criteria are attributable cost and directly which such investments classified are made, are investments. All as current other investments including are investment property classified as long-term investments. stated at lower of cost and market value determined on an individual investment basis. Long-term investments are stated at cost less provision consolidation is amortised. individual over their respective estimated useful lives on a straight line basis. and intended to realisable than be held for not more the date on one year from conditions of the asset, pastconditions of the asset, etc. history of replacement - 15 years Aircraft - 5 years and Fixtures Furniture Gas Plant - 20 years Mobile Phones - 3 years - 5-10 Plant and Machinery years - 5 years Vehicles and leasehold improvements over the period amortised are of lease. property Investment Investment in land which is

(ii) (iv) (i) (iii) (ii)

g. Investments (iii)

investing in tomorrow in investing notes forming part of the Consolidated Financial Statements Financial part of the Consolidated forming

176 forming partoftheConsolidatedFinancialStatements notes Annual Report2014-15 k. ii j. translated asunder: non-integral operationsare weighted averagebasis. realisable value.Costistakenon benefits (a) Retirement andotheremployee (c) (b) (a) Financial Statementsofoverseas Translation and ExchangeRates (c) (b) (a) i Foreign Currency Translations related service isrendered. Loss fortheyear inwhichthe in theStatement ofProfit and at theundiscountedamount are recognised asanexpense operations. until thedisposalofsuch Currency Translation reserve accumulated intheForeign foreign operationsare on translationofnon-integral at year-end rates. translated intoIndianRupees Off BalanceSheetitemsare are atyearlyaveragerates. end oftheyear. exchange rateprevailing atthe items are carriedatcost. they arise. expenses intheyearwhich recognised asincomeor financial statementsare year, orreported inprevious initially recorded duringthe those atwhichtheywere items atratesdifferent from or onreporting suchmonetary settlement ofmonetaryitems differences arisingon the reporting date.Exchange exchange rateprevailing at items are translatedusingthe the dateoftransactions. exchange rateprevailing on are accountedatthe Short-term employeebenefits Exchange differences arising Revenues andexpenses Assets andLiabilitiesatthe Non-monetary foreign currency Foreign currency monetary Foreign currency transactions Accounting ofTransactions

l. (iii) (ii) (i) Accounting fortaxesonincome (b)

specific Trust formedand annual benefits area administered by of asubsidiary, thegratuityfund respective companies.In case accordance withtherulesof the credit ofemployeesin based onunavailedleaveto for leavebenefitsare made and Loss.Accruedliabilities to theStatementofProfit on terminationare charged actuarial techniquesorliability payable determinedusing present valueoftheamount and contributiontothefund, the companiesare located of thecountriesinwhich are bythestatutes governed contribution plans,orfunds pensions schemesanddefined economic benefits associated is probable thatthefuture on convincingevidence,it an assetonlywhen,based tax liability, isrecognised as form ofadjustmentfuture economic benefitsinthe laws, whichgiverisetofuture paid inaccordance withtax enacted taxratesandlaws. and measured usingrelevant or more subsequentyears capable ofreversal inone originate inoneyearandare and accountingincomethat between taxableincome difference, beingthedifference deferred taxassets,ontiming of prudenceinrespect of subject toconsideration regulations. accordance withlocaltax on thetaxableincomein the amountoftaxpayable company. and managedbyaninsurance the gratuityschemeisfunded case ofjointlycontrolled entity, with aninsurancecompany. In under group policyscheme contributions are deposited Minimum Alternate TaxMinimum Alternate (MAT) Deferred taxisrecognised, Current taxisdeterminedas Retirement benefitplans, (ii) (i)

m. Leases o. n. disclosed inthe financial statements. Assets are neitherrecognised nor financial statements.Contingent recognised butare disclosed inthe Contingent Liabilitiesare not reflect thecurrent best estimates. reporting dateandadjustedto estimates are reviewed ateach be anoutflowof resources. These and itisprobable thatthere will obligation asaresult ofpastevents are recognised whenthere ispresent degree ofestimationinmeasurement and ContingentAssets anti-dilutive. except whentheresults wouldbe shares outstandingduring the year, equity anddilutiveequivalent the weightedaveragenumberof is computedanddisclosedusing the year. pershare Dilutive earnings equity shares outstandingduring the weightedaveragenumberof computed anddisclosedusing Provisions involving substantial Provisions involvingsubstantial Provisions, ContingentLiabilities pershareBasic earnings is perShareEarnings Lease ofassetsunderwhich Operating Lease Assets acquired underFinance Finance Lease retained bythelessorare ownership are effectively all theriskandrewards of asset underlease. to leaseare recognised withthe Initial costsdirectly attributable at theinceptionoflease. the fairvalueofleasedasset recorded atanamountequalto corresponding leaseliabilityis Lease are capitalisedandthe measured reliably. and theassetscanbe with itwillflowtotheGroup respective leaseagreements. in accordance withthe income onaccrualbasis recognised asexpense/ under operatingleasesare Lease payments/revenue classified asoperatingleases. financial statements Consolidated

177 6 - - - 954 960 960 2014 2,000 Millions 21,000 23,000 20,170 21,130 20,170

Millions) Millions 20,170 ` ` ` ( 2014 - - 2014 6,491,000 22 960 2015 953,957,720 Number of 2,000 960,448,720 equity shares 21,000 23,000 20,170 21,152 Number of 1 each fully paid up for every 20,169,423,120 - ` preference shares preference 20,169,423,120 960 960 - Millions 22

` 20,170 Millions 20,192

` - 2015 1 each ` - 2015 1 each. Each holder of equity shares is entitled to one 1 each. Each holder of equity shares ` 960,448,720 Number of 960,448,720 equity shares 22,273,886 Number of 20,169,423,120 20,191,697,006 preference shares preference 1 each ` 1 each ` 1 each fully paid up ` 1 each by way of bonus in the ratio of 21 Bonus Preference Shares of Shares 1 each by way of bonus in the ratio of 21 Bonus Preference 1 each fully paid up and are listed on Bombay Stock Exchange (BSE) and National Stock Exchange (NSE) 1 each fully paid up and are ` `

6% Cumulative Redeemable Non-Convertible Preference Shares - Listed - Shares 6% Cumulative Redeemable Non-Convertible Preference Preference Shares of Shares Preference of one Equity share in India. During the year ended 31 March 2014, the Company has issued 20,169,423,120 6% Cumulative Redeemable Non-Convertible During the year ended 31 March Reconciliation of number of Preference shares and Share capital and Share shares Reconciliation of number of Preference Reconciliation of number of Equity shares and share capital and share Reconciliation of number of Equity shares (i) In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, assets of the Company, remaining will be entitled to receive of equity shares the holders In the event of liquidation of the Company, Shares / rights attached of Preference Terms The Company has only one class of equity shares having a par value of The Company has only one class of equity shares Terms / rights attached to equity shares / rights attached to equity shares Terms vote per share. The Company declares and pays dividend in Indian Rupees. The final dividend proposed by the Board of Directors is of Directors by the Board and pays dividend in Indian Rupees. The final dividend proposed The Company declares vote per share. in the ensuing Annual General Meeting. of the shareholders subject to the approval held by the to the number of equity shares amounts. The distribution will be in proportion after distribution of preferential shareholders. 1 each fully paid up - Listed `

below and Note 35) (Refer (d)(i) below) Shares Add : Allotted on issue of bonus Preference Outstanding at the end of the year At the beginning of the year Add : Allotted pursuant to the Scheme of Arrangement (Refer (d)(ii) b) Issued, subscribed and paid up of 960,448,720 (960,448,720) Equity Shares Shares Redeemable Non-Convertible Preference 20,169,423,120 (20,169,423,120) 6% Cumulative of of Shares Non-Convertible Preference 22,273,886 (Nil) 6% Non-Cumulative Redeemable fully paid up - Unlisted Total Share capital Share Authorised of Equity Shares 2,000,000,000 (2,000,000,000) of Shares Preference 21,000,000,000 (21,000,000,000) At the beginning of the year of Employee Stock Options Add : Allotted on exercise Outstanding at the end of the year a) d) c) 3

investing in tomorrow in investing notes forming part of the Consolidated Financial Statements Financial part of the Consolidated forming

178

 forming partoftheConsolidatedFinancialStatements notes Annual Report2014-15 regarding beneficialinterest, theaboveshareholding represents bothlegalandbeneficialownershipofshares. As pertherecords oftheCompany, includingitsregister ofshareholders /members andotherdeclarationreceived from shareholders ICICI PrudentialLife InsuranceCompanyLimited Oppenheimer Developing MarketsFund Essel MediaVentures Limited Essel LandmarkPrivateLimited Name oftheShareholders g) Oppenheimer DevelopingMarketsFund Essel MediaVentures Limited Cyquator MediaServicesPrivateLimited Name oftheShareholders f) Equity Shares bought backandcancelled Arrangement (Referd(ii)above) Preference Shares allottedasfullypaidforconsiderationotherthancash, pursuanttoSchemeof Amalgamation /Arrangement Equity Shares allotted asfullypaidforconsiderationotherthancash,pursuanttoScheme(s)of Preference Shares allottedasfullypaidbonusshares (Referd(i)above) Equity Shares allotted asfullypaidbonusshares e) (ii) back duringfiveyearspreceding 31March, 2015 Preference Shares -Listed Details ofPreference Shareholders holdingmore than 5%oftheaggregate 6% CumulativeRedeemableNon-Convertible Details ofEquityShareholders holdingmore than5%oftheaggregate Equityshares Details ofaggregate numberof bonusshares issued,shares issuedforconsiderationother thancashandshares bought The holdersofBonusPreference Shares shallhavearighttovoteonlyonresolutions whichdirectly affect theirrights.The The Companywillredeem atparvalue,20%ofthetotalBonusPreference Shares allotted,everyyearfrom thefourth The preference shareholders shallbeentitledtovoteonlyonresolutions whichdirectly affect theirrights. referred inNote35.ThesePreference shares are redeemable atparanytimewithinthree yearsfrom thedateofallotment. ` The Companyhasissuedandalloted22,273,8866%Non-CumulativeRedeemableNon-ConvertiblePreference shares of aggregate periodofatleasttwoyearspreceding the date ofthemeeting. of theequityshareholders ifdividendoranypartofthehasremained unpaidonthesaidBonusPreference Shares foran holders ofBonusPreference Shares shallalsohavearighttovoteoneveryresolution placed before the Company at any meeting redeemed bytheCompany. anniversary. Atthe8thanniversaryofdateallotment,allremaining andoutstandingBonusPreference Shares shallbe Bonus Preference Shares required toberedeemed tillthesaid anniversary,cumulative the thenthere willbenoredemption onthat the fourthanniversary, thetotalnumberofBonusPreference Shares boughtbackandredeemed cumulativelyisinexcessof parts atanearlierdate(s)asmaybedecidedbytheBoard. Further, ifonanyanniversaryofthedateallotmentbeginningfrom anniversary ofthedateallotment.TheCompanyshallhaveanoptiontobuybackBonusPreference Shares fullyorin 6% Non-CumulativeRedeemableNon-ConvertiblePreference Shares -Unlisted 1eachfullypaidup,totheshareholders ofDiligentMediaCorporationLimited,pursuanttotheSchemeArrangementas preference shares equityshares 1,320,809,586 1,895,913,054 2,160,654,006 4,120,000,000 Number of Number of Number of 102,888,286 241,402,908 68,716,575

2015 2015 %Shareholding %Shareholding 10.71% 20.43% 10.71% 25.13% 6.55% 9.40% 7.15% preference shares 20,169,423,120 equity shares 489,038,065 1,895,913,054 2,160,654,006 4,120,000,000 Number of Number of 2015 24,185,210 22,273,886 55,030,954 102,888,286 241,402,908 82,290,959 financial statements

2014 2014 - %Shareholding %Shareholding 20,169,423,120 489,038,065 2014 24,185,210 55,030,954 Consolidated 10.71% 20.43% 10.71% 25.13% 9.40% 8.57%

- -

179 ) ------0 86 15 24 24 326 772 824 2014 2,822 8,921 1,921 2,000 8,246 9,018 7,130 2,000 8,306 2,063 21,609 23,360 26,247 Millions) ` ( (. % Shareholding % Shareholding - 2014 ------47 141 242 440 824 2015 9,775 1,211 2,161 1,996 2,820 2,539 28,987 34,346 23,360 Number of preference shares preference 99.99% % Shareholding % Shareholding 2015 22,273,828 Number of preference shares preference 405,037) `

Details of Preference Shareholders holding more than 5 % of the aggregate 6% Non-Cumulative Redeemable Non- 6% Non-Cumulative Redeemable % of the aggregate than 5 holding more Shareholders Details of Preference - Unlisted Shares Convertible Preference

Total Tax on dividend on Preference Shares on dividend on Preference Tax dividend on Equity Shares Proposed on dividend on Equity Shares Tax to general reserve Transferred Less: Dividend (Including tax) on Equity Shares - Earlier year (P.Y. - Earlier year (P.Y. Less: Dividend (Including tax) on Equity Shares (Refer Note 8(iv)) as per transitional provisions Less: Adjustment of depreciation as above tax on depreciation Add: Deferred for the year Add : Profit Less : Appropriations Shares Dividend on Preference Foreign Currency Translation Reserve Translation Currency Foreign and Loss Surplus in Consolidated Statement of Profit As per last balance sheet - Bonus Shares Less: Utilised on issue of 6% Cumulative Redeemable Non-Convertible Preference General Reserve As per last balance sheet during the year Add: Appropriated (Refer Note 35) Add: Pursuant to the Scheme of Arrangement - Bonus Shares Non-Convertible Preference Less: Utilised on issue of 6% Cumulative Redeemable Securities Premium As per last balance sheet under employee stock option plan Add: On issue of Shares - Bonus Shares Non-Convertible Preference Less: Utilised on issue of 6% Cumulative Redeemable Reserves and surplus Capital Redemption Reserve As per last balance sheet - Bonus Shares Non-Convertible Preference Less: Utilised on issue of 6% Cumulative Redeemable Name of the Shareholders Limited Mediavest India Private h) 4 investing in tomorrow in investing notes forming part of the Consolidated Financial Statements Financial part of the Consolidated forming

180 forming partoftheConsolidatedFinancialStatements notes Annual Report2014-15 January 2019. * Secured againsthypothecationofvehicles.Theaforesaid borrowings carryinterest ratesrangingfrom 9.90%p.a.-13.18%andare repayable upto Total 7. Others 6. Provisions 5. Total Total Amount disclosedunderthehead“Othercurrent liabilities”(ReferNote7) Vehicle loans*-secured Other payables Cheques overdrawn Statutory duespayable Employee benefitspayable Creditors forcapitalexpenditure Unclaimed dividends Deposits received from distributors Advances received from customers revenueUnearned Current maturitiesoflong-termborrowings ------Gratuity Provision foremployeebenefits Other current liabilities Trade payables Other liabilities Long-term borrowings Due toprincipals(pendingremittances) Trade payables Provision fortaxation(netofadvances) Proposed dividendonEquityShares includingtax Dividend onPreference Shares includingtax Incentive plans Leave benefits Non-current Non-current 2015 2015 2015 Long-term 480 288 288 288 256 222 12 12 12 2 ------2014 2014 2014 324 324 324 177 158 335 17 17 17 ------financial statements 9,184 4,980 2,448 4,204 3,600 4,592 2,601 1,453 2015 Short-term 2015 2015 149 689 719 118 513 236 604 461 Current Current 86 12 10 10 10 10 49 28 - - ( Consolidated ( ( ` ` `

Millions) Millions) Millions) 8,892 3,842 1,725 5,050 1,848 3,202 2,247 3,311 2014 2014 2014 561 591 347 399 899 101 63 35 12 97 12 12 12 12 48 16 - -

181

value has been depreciated / amortised over the revised / remaining useful lives. useful remaining / revised the over amortised / depreciated been has value

whose lives have expired as at 1 April 2014 have been adjusted in the Surplus in Statement of Profit and Loss net of deferred tax effect of of effect tax deferred of net Loss and Profit of Statement in Surplus the in adjusted been have 2014 April 1 at as expired have lives whose 47 millions (Note 4). The unamortised carrying carrying unamortised The 4). (Note millions 47 `

During the year, the Group has adopted the useful life as per the Schedule II of the Companies Act, 2013. Consequently, Consequently, 2013. Act, Companies the of II Schedule the per as life useful the adopted has Group the year, the During iv 141 Millions representing the written down value of fixed assets assets fixed of value down written the representing Millions 141 `

million. 84 `

6 million has been amortized during the period. Had the Group continued to use the earlier method of accounting, the profit after tax for the current period would have been lower by by lower been have would period current the for tax after profit the accounting, of method earlier the use to continued Group the Had period. the during amortized been has million 6

`

launch as Intangible assets, as permitted under AS 26, instead of charging it to statement of profit and loss. Accordingly Accordingly loss. and profit of statement to it charging of instead 26, AS under permitted as assets, Intangible as launch 133 million of development expenditure has been capitalized and and capitalized been has expenditure development of million 133 `

Effective 01 April 2014, the Group has changed its method of accounting in respect of expenses incurred on development of new television channels till the time it is ready for commercial commercial for ready is it time the till channels television new of development on incurred expenses of respect in accounting of method its changed has Group the 2014, April 01 Effective iii

lease. operating on given been has building of Part ii

/Million 0 (0) ( (0) 0 /Million include Buildings i society. co-operative a in share of value the 114,100)) ( 114,100 ` ` `

Notes:

“0” (zero) denotes amounts less than a million. million. a than less amounts denotes (zero) “0”

Capital Work-In-Progress Capital 997 997 878

Previous year Previous 7,389 7,389 55 55 201 7,933 499 31 76 7,708 7,708 225 0 31 -

7,933 7,933 Total 69 69 225 8,448 262 19 272 7,708 7,708 8,163 285 0 9 -

Trademark 0 0 0 0 - - - 0 0 0 0 0 - - -

Intangibles - Channels - Intangibles 6 6 - 133 - - 133 - - - 127 6 - - -

308 308 Software 63 63 225 428 (0) 19 139 83 83 149 279 0 9 -

7,625 7,625 consolidation on - Goodwill - - - 7,887 262 - - 7,625 7,625 7,887 - - - -

Intangible assets Intangible

Previous year Previous 4,917 4,917 446 446 2,200 5,613 181 232 747 3,025 3,025 2,588 134 192 -

5,613 5,613 Total 141 141 604 2,588 5,853 63 847 1,024 3,025 3,025 3,213 2,640 47 740

Vehicles 39 39 60 172 2 15 18 167 107 107 75 97 2 6 2

368 368 Aircraft 22 22 44 368 - - - 324 324 302 66 - - -

141 141 fixures and Furniture 15 15 80 166 0 32 57 60 60 77 89 0 31 25

Equipments 134 134 235 124 124 292 0 77 76 76 43 37 111 111 164 128 0

Plant and machinery and Plant 547 547 3,497 1,754 1,754 3,506 50 588 531 531 58 402 1,743 1,743 1,785 1,721 38

Computers 105 105 302 194 194 325 (1) 81 78 78 13 60 109 109 136 189 (0)

Buildings 112 112 721 217 217 801 14 46 11 11 - 20 504 504 567 234 8

Leasehold improvements Leasehold 51 51 116 106 106 157 (2) 8 7 7 - 8 10 10 51 106 (1)

Leasehold land Leasehold - - 66 9 9 66 - - - - - 1 57 57 56 10 -

Tangible Assets Tangible

iv below) below) iv

2014 2014 2014 2014 2015 2015 2015 2014 2015

(Refer Note Note (Refer year

Deductions Additions April, 1 March, March, March, Translation Translation Translation Deductions March, March, March, March, March,

adjustment adjustment the For Description

As at at As Upto 31 31 Upto 31 at As Upto 31 31 Upto As at 31 31 at As 31 at As

Reserve Reserve

Gross Block Gross Depreciation / Amortisation / Depreciation Net Block Net

Millions) ( `

Fixed assets Fixed 8 investing in tomorrow in investing

notes forming part of the Consolidated Financial Statements Financial part of the Consolidated forming 182 Helvetica Neue LT Std LT Neue Helvetica forming partoftheConsolidatedFinancialStatements notes Annual Report2014-15 (i) 9 (ii) (All theabovesecuritiesare fullypaidup) Total Less: Provision fordiminutioninvalueofinvestments ( Land atHyderabad Investment Property Less: Amountdisclosedunderthehead“Current investments”(Refer note13) ` 12,500 (12,500)17%Secured RedeemableUnratedNon-ConvertibleSubordinate Debentures of Developers Limited Nil (2,376)18%Secured RedeemableNon-ConvertibleDebentures of Limited 50,000 (Nil)9.80%Secured RedeemableNon-ConvertibleDebentures of Limited 50,000 (Nil)9.35%Secured RedeemableNon-ConvertibleDebentures of 419.6 (419.6)unitsof Others -Unquoted Rural ElectrificationCorporationLimited Nil (100,000)8.01%Tax Free Secured RedeemableNon-ConvertibleBondsof Bank Limited 50 (50)10.20%Unsecured RedeemableNon-ConvertibleDebentures of 1,822,000 (1,822,000)Equityshares of Others -Quoted Add :Share ofprofit /(loss)forcurrent year Add :Share ofprofit /(loss)uptoprevious years (Extent ofholding26.42%) 1,321,200 (1,321,200)Equityshares of In Associate-Quoted Other Investments ( 30,000 (30,000)Equityshares of 202,894,105 (172,413,793)Ordinary shares ofGBP0.01eachMirriadLimited In Others-Unquoted Add :Share ofprofit /(loss)forcurrent year( 25.00%) 5,000 (Nil)Equityshares ofBaht100/-eachAsiaToday ThailandLimited(Extentofholding 26%)@ (Includesgoodwillarisingonconsolidation Nil (352)Equityshares of In Associate-Unquoted Trade Investments(valuedatcost,unlessstatedotherwise) Non-current investments ` 100,000/-eachofSGGDProjects DevelopmentPrivateLimited 300,000)) ` 1,000,000/-eachofMorpheusMediaFund ` 100/-each ofIdeaShopWeb andMediaPrivateLimited(Extentofholding ` 10/-eachofLastMinuteMediaPrivateLimited( ` ` 2/-eachofEsselPropack Limited 10/-eachofAplabLimited ` 441,858) ` /Millions Nil(7)) ` 300,000) ` 100,000/-eachofParsvnath ` ` 1,000,000/-eachofYes ` 1,000/-eachofIFCI 1,000/-eachofIFCI ` 1,000/-eachof ` 300,000

(1,250) 1,464 1,464 1,250 financial statements 2015 313 313 573 420 (37) 50 50 50 47 (5) 0 1 0 1 0 2 5 - - - - ( Consolidated ` Millions) 2,941 2,957 1,250 2014 573 237 420 100 274 274 16 50 42 47 (7) 2 2 0 9 9 ------

183 - - - - - 44 13 37 11 16 490 192 298 163 386 386 466 620 620 109 333 192 194 573 2014 2014 2014 3,854 3,468 8,224 3,450 3,468 2,190 Millions) Millions)

Millions) ` ` ` ( ( ( - - - - - 11 195 115 251 251 346 599 588 2015 Short-term 4,250 4,754 5,005 4,754

10,248 0 57 20 57 158 418 122 834 573 653 122 531 2015 2015 ------3 3 6 83 11 89 588 588 278 588 2014 2,871 1,908

------3 3 11 343 105 340 556 105 556 556 Long-term 2015 4,271 5,629

/millions 319 (282)] ` 13 300,000) ` (Contd.) as director is interested a Company in which one of the directors /Millions 45 (Nil) due from ` Less: Provision for doubtful advances - Service tax Less: Provision

Advance income tax (net of provisions) entitlement credit MAT taxes Advance indirect Considered good Considered doubtful Considered

Loans and advances Deferred tax assets (net) Deferred tax assets Deferred Deferred tax liabilities Deferred - - - Arising on account of timing differences in Employee retirement benefits in Employee retirement Arising on account of timing differences for doubtful debts and advances Provision Unabsorbed fiscal allowances Other provisions The components of deferred tax balances as at 31 March, 2015 are as under: 2015 are tax balances as at 31 March, The components of deferred Less: Provision for doubtful advances Less: Provision expenses Prepaid Deposits (unsecured, considered good) considered Deposits (unsecured, Non-current investments Non-current [Market Value amount of quoted Investments Aggregate Investments amount of unquoted Aggregate property of investment Value investments ( Diminution in the value of Balance with Government authorities Other loans and advances (unsecured) Loans - Others Other advances - - Capital advances for doubtful advances Less: Provision parties* Advances and deposits to related Deferred tax assets (net) Deferred Total

11. Depreciation Depreciation

10. 9

* Advances include @ reclassified as “Current investments” under as “Current Note@ reclassified investing in tomorrow in investing notes forming part of the Consolidated Financial Statements Financial part of the Consolidated forming

184 forming partoftheConsolidatedFinancialStatements notes Annual Report2014-15 lawyers representing inthismatter, are confidentthattheultimateoutcomeoflegaldisputewillbeinitsfavourand receivable willbefully realised. sports event,whichisunderlitigation.Themanagementonthebasisofreview ofthecurrent statusofthiscaseandonthebasisopinionreceived from the # TheGroup hasrecognised areceivable of 13 Total Bank Current deposits investments 12 (i) Current investments Other receivables # Other receivables -related parties(P.Y. Interest accruedon- Balances withbanks-indepositaccounts(ReferNote16) Unbilled revenue Other assets Aggregate amountofunquotedInvestments Aggregate amountofquotedInvestments[MarketValue (All theabovesecuritiesare fullypaidup) Total 100,000/- eachofSGGDProjects DevelopmentPrivate Limited 12,500 (Nil)17%Secured RedeemableUnratedNon-Convertible Subordinate Debentures of Others -Unquoted 2,500 (Nil)unitsof Commercial Paper-Quoted Nil (18,038)unitsofUSD1,000eachGlobexFundLimited Nil (37,421)unitsofUSD1,000eachFirstGlobalWealth Limited Nil (513)unitsofUSD1,000eachSocratesMoneyMarketFundLimited 57,989.86 (Nil)unitsofUSD1,000eachPoseidonOpportunitiesFund Limited Mutual Funds-Quoted 12% (12%)ofSICOMLimited 11.75% (12%)ofSICOMLimited Certificate ofDeposits(Non-Transferable) -Unquoted Add :Share ofprofit /(loss)forcurrent year( (Includes goodwillarisingonconsolidation holding 38.61%) 522 (Nil)Equityshares of In Associate-Unquoted Trade Investments (valuedatcost,unlessstatedotherwise) Loans -others Long terminvestments ` 500,000/-eachofAxisFinanceLimited ` 100/-each ofIdeaShopWeb andMediaPrivateLimited(Extentof ` ` /Millions 376(359)claimedfrom competingbroadcaster forrecovery ofthetelecastrightsmoneyrelating tothe

107,833) ` /Millions 19(Nil)) ` -236,240) ` /millions 5,073(3,529)]

2015 378 376 2 ------`

2014 361 359 2 ------3,271 5,020 8,291 1,250 1,245 3,775 3,775 2,000 1,000 1,000 financial statements 2015 21 21 (0) - - - 1,328 1,143 2015 117 30 34 1 3 - - ( ( ` Consolidated `

Millions) Millions) 2,000 3,349 5,349 3,349 1,077 2,241 2,000 1,000 1,000 2014 882 2014 752 42 38 46 31 0 4 ------

185 - 6 0 23 14 12 12 12 224 366 2014 2014 2014 1,444 1,810 1,437 2,056 2,125 5,632 5,644 11,707 11,736 10,057 12,091 10,281 Millions) Millions) Millions)

` ` ` ( ( ( - 6 12 Current Current 740 2015

3,126 1,481 5,353 2,000 2,012 2,012 7,365 10 94 121 439 2015 2015 1,825 1,919 10,253 12,611 10,692 11,747 11,878 ------2 2 2 2014 ------2 2 2 2015 Non-current Non-current 462,000) ` /Millions 1,462 (1,210) which will commence at a future date. a future /Millions 1,462 (1,210) which will commence at `

In Deposit accounts In Current accounts In Current Considered doubtful Considered Considered good Considered doubtful Considered good Considered

Other bank balances Cash and cash equivalents Trade receivables (unsecured) receivables Trade Balances with banks In Deposit accounts (P.Y. In Unclaimed dividend accounts Less: Amount disclosed under “Other Assets” (Refer Note 12) Cheques in hand / remittance in transit Cheques in hand / remittance Cash in hand Balances with banks - - for doubtful debts Less: Provision Over six months - - - Raw stock - tapes Media content * Programs Under production- Total Cash and bank balances Total Inventories Total

16. 15.

Others 14. investing in tomorrow in investing * Includes rights value. realisable * valued at lower of cost / unamortised cost or notes forming part of the Consolidated Financial Statements Financial part of the Consolidated forming

186 forming partoftheConsolidatedFinancialStatements notes Annual Report2014-15 Media contentof ** IncludesRights acquired * Includescost/unamortised cost. Telecast cost 19. 18. 17. b) Total - - Profit onsaleof Liabilities /excessprovision writtenback Gain /(loss)onexchangedifference (net) Rent income - - Dividend incomefrom - - - - Total Other operatingrevenue Sales -Mediacontent a) Total Miscellaneous income Insurance claimreceived Interest incomefrom Services -Broadcasting revenue Operational cost Other income Revenue from operations

Other operationalexpenses Less: Closing-Inventory* Add: Production Expenses-Locationhire andsetcharges Add: Commissioned/acquisition** Opening -Inventory* Media content long-term investments current investments(net) long-term investments current investments others long-term investments bank deposits current investments Subscription managementservices

(a) +(b) -

Commission -Broadcasters ` /Millions 668(447) are impaired duringtheyear. -

Under production -programs Subscription Advertisement -

Under production -programs ` /Millions 834(365), whichwillcommenceatafuture date. - - - Professional /artistfees -

Other production expenses License fees Equipment hire charges 21,393 48,837 20,135 17,935 26,603 11,747 14,395 11,707 1,258 1,230 2,278 3,749 2,230 2,393 financial statements 2015 2015 2015 105 268 375 175 121 200 628 427 363 251 186 104 608 240 28 23 79 30 40 2 2 ( ( ( Consolidated ` ` `

Millions) Millions) Millions) 11,707 14,077 18,022 23,801 20,688 17,055 44,217 2,654 2,119 8,675 1,730 3,633 1,266 2,367 1,807 2014 2014 2014 113 603 480 195 174 116 371 214 370 518 146 23 64 44 96 83 78 65 1 -

187 - 4 2 0 72 82 55 51 16 89 33 32 47 79 23 29 158 501 147 105 446 107 145 142 395 450 147 351 617 149 344 2014 2014 2014 2014 3,895 7,591 3,643 2,479 1,864 Millions) Millions) Millions) Millions)

` ` ` ` ( ( ( ( - 3 3 19 81 69 61 16 63 35 41 61 15 (16) 180 118 604 135 155 171 449 538 168 213 460 124 510 185 446 103 673 2015 2015 2015 2015 4,200 3,722 2,853 4,498 10,408

393 208 achinery 47,520) M ` Plant and Others Building

- - others

- vehicle loans -

Finance costs and amortisation expense Depreciation Employee benefits expense Employee benefits Other expenses Depreciation on tangible assets Depreciation Amortisation on intangible assets Interest on Interest Conference expenses Conference for doubtful debts and advances Provision Bad debts and advances written off for doubtful debts and advances Less: Provision for diminution in value of investments Provision / impairment of fixed assets (net) Loss on sale / discard (P.Y. expenses written off Preliminary Corporate Social Responsibility expenses Miscellaneous expenses Advertisement and publicity expenses Commission expenses expenses Marketing, distribution and promotion Rates and taxes Electricity and water charges Communication charges Printing and stationery and conveyance expenses Travelling charges Legal and professional Payment to auditors (Refer Note 32) Total Rent Repairs and maintenance - Total Total Other financial charges Salaries and allowances other funds and Contribution to provident expenses welfare Staff Total

22. 21. 20.

Donation

23. Insurance investing in tomorrow in investing notes forming part of the Consolidated Financial Statements Financial part of the Consolidated forming

188 27 26. @ # * ^ 24. forming partoftheConsolidatedFinancialStatements notes Annual Report2014-15 25.  Capital Commitments the award amount,effect has notbeengiveninthesefinancialstatements. petition before theHighCourtofJudicature atMadraschallengingtheTribunal Award. Accordingly, pendingfinaloutcomeand receipt of Tribunal inNovember2012haspassedanArbitralaward of contract fortelecastofcricketmatchesbetweenIndiaandother countriesinneutralterritoriesoutsideIndia.TheHon’bleArbitration The Group hasprefered a legalcaseagainstTheBoard of Control forCricketinIndia (BCCI)forprematured terminationofMediaRights programs produced /othermatters.IntheopinionofManagement,nomaterialliabilityislikelytoariseonaccount ofsuchclaims/lawsuits. its interests andhasbeenadvisedthatitstrong legalpositionsagainstsuchdisputes. that itstaxcaseswillbedecidedinfavourandhencenoprovision isconsidered necessaryatthisstage. disallowance ofexpenses/claimsnon-deductionshortdeduction oftaxatsource, transferpricingadjustmentsetc.TheManagementisoftheopinion the borrowers. Leases The Group hasreceived legalnoticesofclaims/lawsuitsfiledagainstit relating toinfringementofcopyrights,defamation suitsetcin relation tothe The amountrepresents thebestpossibleestimatearrivedatonbasisofavailableinformation.TheGroup hasengagedreputed advocatestoprotect Income taxdemandsmainlyincludeappealsfiledbytheGroup before variousappellate authorities(includingDisputeResolutionpanel)againstthe Includes commitmentformeetingshortfallfundingtowards revolving debtservicereserve account(DSRA)obligationagainstfinancialfacilitiesavailedby (iii) (ii) (i) (i) e) d) c) b) a) Contingent Liabilities

34,555 (19,568). Uncalled Liability oninvestmentscommitted Other Commitments towards mediacontent andlicensefeesforlivefuture broadcasting andfor nonlive/tapeevents Estimated amountofcontracts remaining tobeexecuted oncapitalaccountnotprovided for(netofadvances) (b) (a) Operating Leases: - - Legal casesagainsttheGroup @ Claim againsttheGroup notacknowledgedasdebts# Disputed Direct Taxes * Disputed Indirect Taxes Corporate Guarantees (ii) (i) Leasing liabilitiesprimarilyrelate toleaseofcertainoffices, residential premises andplantmachinery(includingequipments) Lessor andtheLessee.Theinitialtenure oftheleaseisgenerallyfor11to108months. etc. undercancellable/non-cancellableleaseagreements thatare renewable onaperiodicbasisattheoptionofboth In respect ofassetsgiven underoperatinglease In respect ofassetstakenunderoperatinglease Later thanfiveyears Later thanoneyearbutnotlaterfiveyears Not Laterthanoneyear Future Leaserental obligationpayable(undernon-cancellablelease) Lease rental chargefortheyear For otherrelated parties, loansoutstanding For subsidiaries,loansoutstanding The rental revenue fortheyearis The Group hasgivenpart of itsbuildingsundercancellableoperatingleaseagreement. Theintialtermoftheleaseisfor11 to 36months.

` /Millions Nil(Nil) ` /Millions 104(78). ` ` /Millions 791(1,265)^ /Millions 392(404). ` /Millions 1,236(plusinterest) infavouroftheGroup. BCCIhasfileda

791 11,049 Not Ascertainable 6,474 1,174 financial statements 2015 2015 150 631 539 804 770 ` /Millions 394(155). 1,396 12,366 Not Ascertainable ( ( Consolidated ` ` `

/Millions Millions) Millions) 3,684 1,039 2014 2014 173 624 492 304 397

189 - - - 2 0 0

51 44 576 522 India India India 2014 2,311 Millions)

Thailand ` ( Country of Incorporation Country of Incorporation 2 0 4 27 26 22 788 574 455 175 455 2015 50.00% 25.00% (Nil) 26.42% (26.42%) 38.61% (26.00%) Extent of Holdings Extent of Holdings 107,833) `

18,480) ` 124,886) ` Associates (P.Y. Associates (P.Y. parties Other related Loans, Advances and Deposits Received as at 31 March parties Other related Associates parties Other related Receivables as at 31 March Trade Joint Venture parties Other related Loans, Advances and Deposits given as at 31 March parties Other related Other Receivable / Unbilled Revenue Joint Venture parties (P.Y. Other related Payables / Other Payables as at 31 March Trade ( Joint Venture Non-Current Investments as at 31 March Non-Current Name of the Jointly Controlled Entity Name of the Jointly Controlled Enterprise India Private Limited Media Pro Name of the Associate Aplab Limited Private Limited) India Webportal and Media Private Limited (held through Idea Shop Web Limited) Asia Today Thailand Limited (held through Asia Today

Joint Venture (held through Zee Turner Limited) Zee Turner through (held Joint Venture E) F) C) D) B) A) r. Subhash Chandra (Non Executive Director), Mr. Punit Goenka (Managing Director & CEO), Mr. Subodh Kumar (Executive Vice Chairman). & CEO), Mr. (Managing Director Punit Goenka Mr. Subhash Chandra (Non Executive Director), r. Directors/ Key Management Personnel Directors/ parties during the year with related Transactions Other Related Parties with whom transactions have taken place during the year and balances outstanding as on the last have taken place during the year and balances outstanding as on Other Related Parties with whom transactions Council; Cyquator Media Research Audience Private Limited; Broadcast Agrani Wireless Services Limited; Bombay Mobile Softwares b. a. Associate D Services Private Limited; Digital Subscriber Management and Consultancy Services Private Limited; Diligent Media CorporationServices Private Limited; Digital Subscriber Limited; Dish TV India Limited; Essel Business Excellence Services Limited; Essel Propack Limited; Dish Infra Services Private Limited; Management LLP; Essel Shyam Private Limited; Essel Finance Business Loans Limited; Essel Finance Essel Corporate Resources Intrex Energy Private Limited; Himgiri Zee University; Indian Cablenet Company Limited; Communication Private Limited; Essel Solar India Network Limited; Pri Media Services Limited; Pan India Network Infravest Private Limited; Pan India Private Limited; ITZ Cash Card Private Limited; Mercantile Network Limited; Smart WirelessPrivate Limited; Real Media FZ-LLC; Siti Cable Limited; Tapasvi Private International Limited; Zee Akash News Private Limited; Zee Learn Limited; Zee Media Corporation Limited. Veria day of the year:

(ii) Related Party Disclosure (i) The Group has been deploying its surplus funds by way of inter corporate deposits, debt instruments etc. and the parties are regular in the regular the parties are deposits, debt instruments etc. and its surplus funds by way of inter corporate has been deploying The Group good. considered and hence payment of interest 

29 28  investing in tomorrow in investing notes forming part of the Consolidated Financial Statements Financial part of the Consolidated forming

190 forming partoftheConsolidatedFinancialStatements notes Annual Report2014-15 * Transactions withJointVenture has beenreported atfullvalue. G) P) O) N) M) L) K) J) I) H) R) Q) Purchase ofFixedAssets/CapitalAdvances Other related parties Sale ofFixedAssets Other related parties Joint Venture Reimbursements /Recoveries Other related parties( Balances writtenback Other related parties Joint Venture Rent /MiscellaneousIncome Other related parties Dividend Income Other Income Other related parties Other OperatingIncome Other related parties Commission received Other related parties Associate Joint Venture Subscription Income Other related parties Advertisement Income Revenue from Operations Other related parties Subsidiaries Corporate Guaranteesgiven Other related parties Loans, AdvancesandDeposits repayment received Other related parties Repayment ofShortTerm Borrowings Other related parties Loans, AdvancesandDepositsreceived Other related parties Joint Venture Loans, AdvancesandDepositsgiven Key ManagementPersonnel Remuneration paid Other related parties Corporate SocialResponsibilityexpenses Other related parties(P.Y. Joint Venture (P.Y. Commission Expenses Other related parties Associates (P.Y. Joint Venture (P.Y. Purchase ofMediaContentandServices Other related parties ` 70,964) ` ` 54,153) 349,062) ` 490,235) ` 63,113) 11,049 1,703 1,703 1,001 2,279 financial statements 2015 427 129 104 791 41 10 11 22 87 90 13 28 26 1 2 3 1 2 0 - - - - ( Consolidated `

Millions) 12,366 2,150 8,517 1,396 2014 144 601 54 19 55 10 75 45 30 4 0 0 0 0 5 5 1 4 ------

191 / ` / ` / / /Millions ` ` ` /Millions Nil /Millions 11 ` ` /Millions 2 ` /Millions 1,196 /Millions Nil (4), ` ` /Millions 11 (18). ` /Millions 610 (791), ` /Millions 11,049 (12,366), /Millions 200 (999) license /Millions 200 (999) license ` `

/Millions Nil (417), Siti Cable /Millions 340 (Nil). /Millions 315 (173), Zee Learn/Millions 315 (173), Zee Media /Millions 51 (183), Zee ` ` ` ` /Millions 170 (170), Dish TV India /Millions 50 (Nil), Cyquator Media /Millions 22 (Nil). /Millions 90 (Nil). Corporate guarantees on behalf of Taj Corporate guarantees on behalf of Taj denotes amounts less than a (zero) Loans, Advances and Deposits Loans, Advances and Deposits include repaid Borrowings Short Term Corporate Social Responsibility Loans, Advances and Deposits Remuneration paid to Key Management Key to paid Remuneration TV Limited Council Audience Research Broadcast ` Limited Network Limited Zee Learn Limited million. given includes Media Pro Enterprise given includes Media Pro India Private limited Council Audience Research Broadcast ` Services Private Limited (19), Digital Subscriber Management and Consultancy Services Private Limited includes Cyquator received repayment Media Services Private Limited Millions Nil (21), Essel Corporate Private Limited Resources (22), Real Media FZ-LLC (Nil), Zee Media Corporation Limited Millions Nil (10). includes Dish TV India Limited received ` Private Limited Mercantile Tapasvi Millions 1,001 (Nil). Limited Limited Corporation Limited (1,181)**. ** Includes Corporation fees paid to Zee Media from revenue Limited netted from operations. Puneet Goenka Personnel Mr. Subodh Kumar 51 (51) and Mr. Millions 36 (4). activities includes Himgiri Zee University `

r. “0” o. p. q. m. n. l. / / ` ` / ` / ` /Millions /Millions /Millions ` /Millions /Millions ` ` /Millions 3 ` ` ` /Millions 1 (1), Dish /Millions 41 (23). /Millions 52 (59). ` ` ` /Millions 13 (8), Zee /Millions 1 (Nil), Dish /Millions 8 (19), Zee /Millions 1,212 (560), ` ` ` ` /Millions 13 (Nil), Dish TV India /Millions 203 (189), Essel /Millions 1 (5), Dish TV India /Millions 28 (28), Siti Cable /Millions Nil (1), Zee Learn /Millions 11 (Nil). Sale of Fixed /Millions 2 (Nil). /Millions Nil (22), Zee Media /Millions 12 (14), Zee Media ` ` ` ` ` ` ` ` ` /Millions 3 (8), Siti Cable Network /Millions 1,703 (8,517), Asia Today Asia Today /Millions 1,703 (8,517), /Millions 26 (5), Dish TV India Limited /Millions 55 (64), Siti Cable Network Purchase of Media Content and Purchase Reimbursements / Recoveries from of Fixed Assets from Purchase Other Income Include Dividend received Other Income Include Dividend received Services include from Media Pro Media Pro Services include from Enterprise India Private Limited Thailand Millions Nil (0), Asia Today Limited Limited Private Limited Corporate Resources Millions 294 (290), Siti Cable Network Media Pro Enterprise India Private Media Pro Limited Limited Network Limited Media Corporation Limited 51 (34). Balance written back includes Private Limited India Intrex 0 (Nil), Pan India Network Limited Millions 0 (Nil). Enterprise India Private LimitedMedia Pro ` ` Limited Corporation Limited Digital Subscriber Management and Consultancy Services Private Limited Millions 13 (Nil), Dish TV India Limited ` Limited Limited Assets to Zee Media Corporation Limited Advertisement Income - Diligent MediaAdvertisement Income Corporation Limited TV India Limited Media Corporation Limited - Media0 (7). Subscription Income Enterprise India Private Limited Pro ` Thailand Limited TV India Limited Siti Cable Network Limited include 491 (41). Commission received International Limited Veria (4), Other Operating Income - Zee Learn Limited Corporation Limited Limited Propack Essel from 2 (1). Rent/Miscellaneous Income from

k. i. j. h. / ` / ` /Millions 1 /Millions /Millions 2 ` /Millions /Millions ` ` ` ` /Millions 3 ` /Millions 21 (9), `

/Millions 4 (Nil), Dish /Millions 22 (46), /Millions 121 (90), Zee ` ` ` /Millions 0 (Nil), Aplab /Millions Nil (51), Zee ` /Millions 22 (Nil). ` ` /Millions Nil (11).

/Millions 8 (Nil). /Millions Nil (0), Asia Today /Millions 340 (Nil), Real Media /Millions 26 (Nil), Dish TV India /Millions 158 (Nil), Dish Infra /Millions 788 (2,311), Dish /Millions 30 (28), Broadcast ` ` ` ` ` ` ` ` Disclosure In Respect of Disclosure

/Millions 5 (42), Idea Shop Web and Shop Web /Millions 5 (42), Idea Revenue from Operations includes Revenue from Loans, Advances and Deposits Other Receivable balances include Payables / Other Payables Trade Loans, Advances and Deposits Investments at year end includes Investments at year Receivables balances Trade 248 (334). 248 Received outstanding includes Dish TV India Limited Private Limited Limited Thailand Limited TV India Limited Learn Limited Media Corporation Limited Services Private Limited (Nil); Essel Finance Management LLP Millions 4 (Nil), Zee Media Corporation Limited Enterprise India balances - Media Pro FZ-LLC Enterprise India Private Media Pro Limited Limited balances outstanding includes Cyquator Media Services Private Limited Council Audience Research 45 (Nil), Digital Subscriber Management and Consultancy Services Private Limited TV India Limited Siti Cable Network Limited International Limited 184 (31), Veria Millions 368 (447). (Nil), Essel Propack Limited (Nil), Essel Propack (2). from outstanding include receivable Enterprise India Private Media Pro Limited investment in equity of Aplab Limited investment in equity ` Media Private Limited Limited Thailand Asia Today

g. f. e. d. c. b. a. investing in tomorrow in investing the Year : the Year Note : Who Account for Material Related Party During of the Transactions 10% or More notes forming part of the Consolidated Financial Statements Financial part of the Consolidated forming

192 32 31 30 forming partoftheConsolidatedFinancialStatements notes Annual Report2014-15 33

Operational costandotherexpensesare netoff recoveries Payment toAuditors (b) (a) Segment Information Earnings PerShareEarnings (EPS) For SubsidiariesandJointlycontrolled entity c. b. a. Total Reimbursement ofexpenses( Certification andtax representation ( Tax auditfees(P.Y. Audit fees Total Reimbursement ofexpenses( Certification andtax representation Tax auditfees Audit fees For Standalone - Segment Reporting are not applicable. Segment assetsandliabilitiesare disclosedbasedonthecountriesofincorporationrespective companies. The revenues are attributabletocountriesbasedonlocation ofcustomers. The geographicalsegmentsconsidered fordisclosure are IndiaandRestoftheWorld. Revenue from GeographicalMarket The Group operatesonlyinoneSegmentnamely‘ContentandBroadcasting’ andhencebusinesssegmentdisclosure asperAS-17 Business Segment Rest ofWorld India Rest ofWorld India Basic anddiluted EPS( Nominal valueofequityshares ( Weighted averagenumberofequityshares forbasicanddilutedEPS (innumbers) Profit availableforappropriation toEquityShareholders ( Less: Dividendonpreference shares (includingtax) Profit after Tax ( ` 448,958) ` /Millions) ` ) ` ` 427,135( 144,865( ` ` 490,000) ) ` ` 274,245)) 98,852)) ` /Millions) ` /Millions 155(149). Segment Assets 20,778 44,479 2015

19,949 38,149 2014 960,448,720 13,609 35,228 8,322 1,453 9,775 financial statements 2015 2015 8.67 2015 2015 Revenues 15 26 23 Capital Expenditures 0 7 1 7 0 0 3 1 1,010 2015 184 959,689,900 ( ( ( Consolidated ` ( ` ` `

Millions)

12,469 31,748 Millions) Millions) Millions) 8,820 8,921 1,378 2014 2014 9.19 2014 2014 2014 101 13 19 17 76 0 5 1 7 1 0 2 0

193

1 28 46 22

10 1,996 3,036 3,065 1,001 2,018 ` Interest Millions) Amount

` ( 50% (50%) Ownership

India Country of shareholders and creditors, was and creditors, shareholders High sanctioned by the Hon’ble on at Mumbai Court of Judicature and the said 12 September 2014 was filed with the Registrar Order September of Companies on 26 Scheme, 2014. Pursuant to the Undertaking the Media Business and vested of DMCL is demerged with the Company on appointed 2014 on going date i.e. 31 March concern basis. Incorporation 1 each have been allotted to the equity shareholders 1 each have been allotted to the equity shareholders ` 1 each of the Company for every Four equity shares of 1 each of the Company for every Four equity shares ` Scheme of Arrangement (“the Scheme of Arrangement Scheme”) under Sections 391 Scheme”) under Sections with Section 78 and to 394 read and other Sections 100 to 104 of the applicable provisions / Companies Companies Act 1956 Act 2013, between Diligent Media Corporation Limited (“DMCL” or “the Demerged Company”) and the Company (“the Resulting Company”) and their respective Acquisition of Media Business Acquisition of Media a) Undertaking of Diligent Media Undertaking of Diligent Corporation Limited 35 Other assets assets Total Less: Short-term borrowings Current liabilities Net assets (Refer note (ii) below) Shares Less: Issue of Preference to General Reserve Surplus Transferred Particulars Fixed assets tax assets Deferred

22,273,886 6% Non-Cumulative Redeemable Preference Shares of Shares 22,273,886 6% Non-Cumulative Redeemable Preference The assets and liabilities of Media Business Undertaking of DMCL are transferred to and recorded in the books of account of in the books of account of to and recorded transferred Undertaking of DMCL are The assets and liabilities of Media Business each held in DMCL. the Company at their respective book values and the difference (Surplus) is credited to the General Reserve as under: (Surplus) is credited book values and the difference the Company at their respective of DMCL in the ratio of One fully paid preference shares of shares of DMCL in the ratio of One fully paid preference

The Scheme has been given effect in the financial statements for the year ended 31 March 2015 and pursuant to the Scheme: March in the financial statements for the year ended 31 The Scheme has been given effect ii. i.

Media Pro Enterprises India Private Limited Media Pro Name of the Joint Ventures Disclosure in respect of Joint Venture Companies of Joint Venture in respect Disclosure of each of the share the Group’s in Joint Ventures”, 27 on “Financial Reporting of Interest In Compliance with Accounting Standard b) assets, liabilities, income and expenses, etc. in respect of jointly controlled entities are as followes : entities are of jointly controlled assets, liabilities, income and expenses, etc. in respect The Management is of the opinion The Management is length and that the transfer pricing legislation will not have any impact on these financial statements, particularly on amount of tax expense and that of of taxation. provision the independent accountants report for report the independent accountants The 2014. the year ended 31 March to believe that Management continues its international transactions and the transactions during specified domestic at arm’s financial year are the current that its international and domestic length as per at arm’s transactions are

36 investing in tomorrow in investing

34 notes forming part of the Consolidated Financial Statements Financial part of the Consolidated forming

194 forming partoftheConsolidatedFinancialStatements notes Annual Report2014-15 37 enterprises consolidatedasSubsidiary/AssociatesJointVentures Additional information,asrequired toConsolidatedFinancialStatementsScheduleIIItheCompaniesAct,2013,of Particulars Expenses Income Short-term provisions Other current liabilities Trade payables Liabilities Other current assets Short-term loansandadvances Cash andbankbalance Trade receivables Long-term loansandadvances Fixed assets Assets 8 7 6 5 4 3 2 1 5 4 3 2 1 Indian SUBSIDIARIES Zee EntertainmentEnterprisesLimited Name oftheentity Zee Multimedia(Maurice)Limited Taj TVLimited OOO ZeeCISLLC OOO ZeeCISHoldingLLC Expand FastHoldings(Singapore) PteLimited Asia TVLimited Zee MultimediaWorldwide (Mauritius)Limited Asia Today Limited Foreign Zee SportsLimited Taj Television (India)PrivateLimited ProductionsEssel Vision Limited India Webportal PrivateLimited Zee Turner Limited total assetsminusliabilities consolidated net Net assets,i.e., As %of assets 16% 83% 0% 0% 0% 0% 0% 1% 9% 0% 1% 0% 0% 0%

Amount 45,875 4,754 8,789 110 792 767 120 (17) (14) (54) (68) 68 75 - consolidated financial statements profit orloss 2015 243 281 882 122 849 24 11 18 Share ofprofit orloss 1 - - As %of 10% 85% (2%) (1%) (1%) 0% 0% 0% 0% 0% 1% 0% 5% 0% ( ( Consolidated ` ` Millions)

Amount Millions) 8,318 3,096 1,180 (186) 2014 960 498 (12) (89) (85) 890 876 211 413 884 812 33 79 31 (0) (3) 11 82 9 5 -

195 - 0 (0) (0) 57 38 (20) (33) (21) (37) 129 (161) Amount Millions) ` ( 0% 1% 0% 0% 0% 0% 1% 0% 0% 0% 0% (2%) As % of Share of profit or loss of profit Share profit or loss profit consolidated - 1 4 5 (0) (7) 21 96 (24) (33) 459 (381) Amount

0% 0% 0% 0% 1% 0% 0% 0% 0% 0% 0% (1%) assets As % of Net assets, i.e., consolidated net total assets minus total liabilities total assets minus total have been computed based on the respective audited financial statements of the compnies vis-à-vis consolidated figures. Impact of financial statements of the compnies vis-à-vis consolidated figures. audited have been computed based on the respective

The figures consolidation adjustments have not been considered. JOINT VENTURES (AS PER PROPORTIONATE CONSOLIDATION) JOINT VENTURES (AS PER PROPORTIONATE Indian Enterprise India Private Limited Media Pro ASSOCIATES (INVESTMENT AS PER THE EQUITY METHOD) (INVESTMENT ASSOCIATES Indian Aplab Limited and Media Private Limited Idea Shop Web Foreign Thailand Limited Asia Today Zee TV South Africa (Proprietary) Limited Zee TV South Africa (Proprietary) Zee TV USA Inc. Asia Multimedia Distribution Inc. Eevee Multimedia Inc. in all subsidiaries Minority Interests Zee Technologies (Guangzhou) Limited (Guangzhou) Zee Technologies East FZ-LLC Zee Entertainment Middle Media FZ-LLC ATL 

1 1 2 1 12 13 14 15 Name of the entity 9 10 11 Note :  investing in tomorrow in investing notes forming part of the Consolidated Financial Statements Financial part of the Consolidated forming

196 Zee Entertainment Enterprises Limited Registered Office: Continental Building, 135, Dr. Annie Besant Road, Worli, Mumbai – 400 018 Tel: 91-22-24831234 Fax: 91-22-24955974 CIN: L92132MH1982PLC028767 • Website: www.zeetelevision.com ATTENDANCE SLIP 33rd Annual General Meeting

I/We hereby record my/our presence at the 33rd Annual General Meeting of the Company at Nehru Auditorium, Nehru Centre, Dr Annie Besant Road, Worli, Mumbai 400 018 on Wednesday the 15th day of July 2015 at 11.00 a.m.

Name of Shareholder/Proxy: (IN BLOCK LETTERS) Signature of Shareholder/Proxy

Folio No.

Client ID No.#

DP ID No.

No. of Shares

# (Applicable for shareholders holding shares in dematerialized form)

Zee Entertainment Enterprises Limited Registered Office: Continental Building, 135, Dr. Annie Besant Road, Worli, Mumbai – 400 018 Tel: 91-22-24831234 Fax: 91-22-24955974 CIN: L92132MH1982PLC028767 • Website: www.zeetelevision.com PROXY FORM (Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management Administration) Rules, 2014)

33rd Annual General Meeting

Name of Member(s) Registered address E-mail Id Folio No./ Client ID No. I/We, being the member(s) holding Equity Shares of Zee Entertainment Enterprises Limited, hereby appoint 1. Name: E-mail Id: Address: Signature: or failing him 2. Name: E-mail Id: Address: Signature: or failing him 3. Name: E-mail Id: Address: Signature: as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Thirty Third Annual General Meeting of the Company to be held on Wednesday, July 15, 2015 at 11.00 a.m. at Nehru Auditorium, Nehru Centre, Dr Annie Besant Road, Worli, Mumbai 400 018 and at any adjournment thereof in respect of such resolutions as are indicated below: I wish my above proxy to vote in the manner as indicated in the box below:

Resolutions For Against 1. Adoption of Audited Financial Statements of the Company on a standalone and consolidated basis for the financial year ended March 31, 2015 including the Balance sheet, Statement of Profit & Loss and the Reports of the Auditors and Directors thereon. 2. Confirmation of Dividend paid on the Preference Shares of the Company for the financial year/period ended March 31, 2015. 3. Declaration of Dividend of Rs 2.25 per Equity Share for the financial year ended March 31, 2015. 4. Re-appointment of Mr Ashok Kurien as a Director of the Company 5. Appointment of Auditors 6. Re-appointment of Mr Punit Goenka as Managing Director & CEO 7. Payment of Commission to Non-Executive Directors 8. Appointment of Mr. Manish Chokhani as Independent Director 9. Consolidation and Re-organisation of face value of Preference Shares of the Company

Signed this ____day of ______2015

Signature of Shareholder Signature of Proxyholder(s) Note: This form in order to be effective should be duly completed and deposited at the Registered Office of the Company at Continental Building, 135, Dr Annie Besant Road, Worli, Mumbai 400 018, not less than 48 hours before the commencement of the Meeting. our presence

Regional Offices International Offices Other Offices NEW DELHI USA BROADCAST OPERATIONS Filmcity 19, Sector 16 - A, Noida – 201301. Asia TV - Usa Limited, One Penn Plaza, 250 Filmcity 18, Sector 16A, Tel +91 120 2511064 W 34th Street, Suite 3501, Noida – 201301. Fax +91 120 2515240 New York – 10119. Tel +91 120 2511064 Tel +1646 745 9000 Fax +91 120 2515240 KOLKATA Fax +1646 745 9090 MUSIC DIVISION – ETC 5 A/1 & 5 A/2, 5TH Floor, UNITED KINGDOM Park Plaza, 71 Park Street 7B, Shah Industrial Estate, Off. Veera Desai Asia TV Limited, Hygeia Building, 3rd Floor, Road, Andheri (W), Mumbai – 400053. Kolkata – 700016 66/68 College Road, Harrow, HA1 1BE. Tel +91 22 67813737 Tel +44 020 88394000 HYDERABAD Fax +91 22 26732030 Fax +44 020 8841 9550 6-2-929 DB Enclave, Raj Bhavan Road, Khairtabad, Hyderabad – 500004. SOUTH AFRICA ESSEL VISION Tel +91 40 23391648 / 23320170 Building B, 2nd Floor, Essel Vision Productions Limited Fax +91 40 23320164 Ballyoaks Office Park, Fun Republic, Level 4, 35 Ballyclare Road, Opp. Laxmi Industries Estate, CHENNAI Bryanston 2021 Off New Link Road, Olympia Platina, No. 33B,2nd Floor, Andheri (West), Mumbai – 400 053. Sidco Industrial Estate MAURITIUS Tel +91 22 26736450/1/2 Guindy, Chennai – 600 032 2nd Floor, Ebene House, 33, Cybercity Ebene, Mauritius. BANGALORE Tel +230 4642222 / 6666 3rd Floor, United Mantions, 39 M. G. Road, Fax +230 4644040 Bangalore – 560 001. CHINA Tel +91 80 66109999 Room 1610, Southern Securities Building, Fax +91 80 25559432 #148 Ti Yu Rd East, Tianhe District, Guangzhou, Guangdong, PRC. PC: 510620. ZEE General Line +86 2038931510 MALAYSIA Level 16, 1 Sentral Building, Jalan Stesen Sentral 5, KL Sentral 50470, Kuala Lampur, Malaysia. Tel +603 20929297 Fax +603 20929201 SINGAPORE Expand Fast Holding, 883, North Bridge Road, #09-01, The Southbank, Singapore 198785. Tel +65 63147821 UAE ZEE Telefilms Middle East FZ LLC, Ten sports Building, 3rd Floor, Dubai Media City, Dubai UAE, PO Box 500484. Tel +971 44264100 Fax +971 43625386 RUSSIA OOOZee CIS, 115419, Moscow Street, Ordzonikidze, Building 11, Stroniye 11, Office 903. Tel +74959551886 Fax +74959551883 is bracing for liftoff.

ZEE ENTERTAINMENT ENTERPRISES LIMITED CIN No: L92132MH1982PLC028767

REGISTERED & CORPORATE OFFICE Continental Building, 135, Dr. Annie Besant Road, Worli, Mumbai - 400 018 Maharashtra, India.

Tel. +91 22 2483 1234

www.zeetelevision.com /ZEECorporate