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
29 higher stop 12 Operational costs – ` 21,393 Million Employee benefits expenses – ` 4,498 Million Other expenses – ` 10,408 Million Distribution of Expenses (%)
ever aiming Subscription Advertising Others
never is to 37 9
54
Subscription revenue – ` 17,935 Million Subscription revenue – ` 26,603 Million Advertising revenue – ` 4,299 Million 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 key
indicators performance
10 Key figures forshareholders Financial highlights Return on Networth decreasedReturn by120basis points. RONW (%) Market Capitalisationincreased by26% Market Capitalisation(`Million) Profit before taxincreased by6% Profit Before Tax (`Million) increase inSales–MediaContent. 12% increase inadvertisementrevenues anda Growth inIncomefrom Operationswasdrivenprimarilyby a Income from Operations(`Million) Annual Report2014-15 200,760 10,519 36,996 260,618 44,217 ` 2,019Million 17.60 18.40 13,191 328,233 14,040 48,837 18.80 Return on Capital EmployeddecreasedReturn by 260basispoints. ROCE (%) Networth increased by17% Networth (`Million) margin of26%. broadcasting revenue whichresulted inanEBITDA EBITDA grew 4%andwasmainlyattributabletoincreased 20%, atthesamelevelasprevious year. Profit aftertaxincreased by10%.Thenetprofit marginwas Profit After Tax (`Million) EBIDTA (`Million)
FY 2013 FY 2013
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 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 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. 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
real timereal entertainment creating
16 a world Annual Report2014-15 Vision has alreadyVision created aname foritself 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 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
ZEE Cafe ZEE Anmol Sports Ten ZEE Marathi ZEE Telugu ZEE Talkies ZEE Anmol emerged as a leader in the FTA category from 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. 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 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 of over five ` 136 Mn in FY 2014-15, a growth 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).
is
flattening
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 four 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
the power CEO, Viacom 18
is bn 41.94 Raj Nayak
ZEE, in India, is a household name. It occupies 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 Kutumbakam. principle of Vasudhaiva overarching Interbrand, the world’s leading Interbrand, the world’s brand consulting company, brand to be estimates the ZEE worth ` 41.94 Billion. ` 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 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`41.94Billion.ZEEendeavours ISO-certified methodology, isestimatedto The ZEEbrand,asvaluedbyInterbrand’s spectrum. stickiness andviewerloyaltyacross the in anemergingmarket,ensuring greater amongst thetop100,withfoundations to becomethefirstglobalmediabrand as itstrivestoattainitslong-termvision: relevance, consistencyandunderstanding ZEE espousesattributeslikeauthenticity, corporate overview valuing theZEEbrand
23 Holds five honorary degrees from various leading British Universities. from Holds five honorary degrees 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, Holds an M.Sc in Physics and several diplomas and management certificates from IIM-A, 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. 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. 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
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 Annual Report2014-15 Managing Director &CEO Independent Director Independent Director Independent Director 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 Neeraj Dhingra Ashish Sehgal Mihir Modi International Business – UK Advertisement Revenue Finance & Strategy Mukund Cairae M Lakshminarayanan Anil Lale International Business – Middle East Secretarial Legal
Monojit Indra Punit Goenka Debashish Ghosh Debashish Commercial Managing Director & CEO Managing Director At ZEE, we have a high-qualityAt ZEE, continuously team, that management in and believes challenges addresses Company to to take the themselves level. the next investing in tomorrow in investing Digital
management senior
26 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. 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 this year. Awards Promax
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 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 others. ZEE Tv ZEE TV holds the second spot in the Hindi an GEC space. The channel garnered 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, &TV &TV emerged as the only general entertainment channel to open at 90612 line-up of shows, including A strong GVTs. ‘India flagship show, the channel’s Poochega… Sabse Shaana Kaun?’ hosted by Shah Rukh Khan, helped the channel TVTs. high register Zindagi Channel”. No. 1 Premium Zindagi is “India’s by Year’ as the ‘Channel of the Declared extremely received Zindagi India Today; by leading publications positive reviews nation. the across
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 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 CXOs targeted towards Series, a property aimed and ZEE MindSpace, a property at CMOs. 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 ocassions for popular and are extremely our industry and its key players to come together.
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
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 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 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 ZEE investing in tomorrow in investing
ZEE knowledge ZEE platforms
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, Philadelphia at theWhartonIndia Economic Mr. PunitGoenkadelivering a Keynote 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. WTC Award of Honour 2014 WTC Award ‘500 in Business Today’s Featured Companies’ list 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 Zee Entertainment Enterprises Limited achieved the 67th rank in Business Today’s Companies in India. 500 Most Valuable
Investing in tomorrow is about in tomorrow Investing leadership and thought creating for it. being recognised and been honoured ZEE has at multiple forumsawarded its content,internationally for corporateleadership, innovation, thoughtexcellence and this we with leadership. Together as a leading recognition garnered to manymedia brand according studies. Featured in ISB’s ‘20 most ‘20 in ISB’s Featured internationalised Indian Companies’ list investing in tomorrow in investing Zee Entertainment Enterprises Limited (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).
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, aswellthelack 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 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 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 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`7crores through the being availablethroughout theshow. with live-updatesofthedonationfigures found immensesupportinsocialmedia, key NGOstopledgesupport.Theconcert corporate overview business responsibility
41
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 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
getting 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 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 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. /ZEECorporate Registered Office Registered Auditors Company Secretary Bankers 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 Deutsche Bank Kotak Mahindra Bank Bank Chartered Standard Bank Ltd. Yes Senior Management PUNIT GOENKA CEO Managing Director & ANIL LALE Legal ASHISH SEHGAL Advertisement Revenue DEBASHISH GHOSH Digital M LAKSHMINARAYANAN 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 UCHIL SUNITA International Advt. Sales and Syndication SAMANTA SUSHRUTA International Business – APAC
Board of Directors Board investing in tomorrow in investing DR. SUBHASH CHANDRA Non – Executive Chairman SUBODH KUMAR Executive Vice Chairman ASHOK KURIEN Non – Executive Director LORD GULAM K. NOON Independent Director SUNIL SHARMA PROF. Independent Director (MRS.) NEHARIKA VOHRA PROF. Independent Director MANISH CHOKHANI Independent Director PUNIT GOENKA Managing Director & CEO
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 ead with Schedule V and other applicable d be and is hereby authorised to do all acts, deeds and d be and is hereby 2.25/- per Equity share for the financial year ended March 31, for the financial year ended March ` 2.25/- per Equity share
Resolved further that the Boar T to such “Resolved that pursuant to Section 197 of the Companies Act, 2013 and subject T T “Resolved that pursuant to Section 196 r T T T T 2015. 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
7. o considerandifthoughtfit,topasswithorwithoutmodification(s),thefollowing 5. Accountants,Mumbai,havingFirm Chartered LLP, M/sMGB&Co. o re-appoint 6. o considerandifthoughtfit,topasswithorwithoutmodification(s),thefollowing 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 Notice is hereby 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. - ona the Company of Financial Statements audited adopt the and consider o receive, 2. oftheCompanyforfinancial Shares o confirmtheDividendpaidonPreference 3. Dividendof o declare 4. byrotation, ofMrAshokKurien(DIN00034035),whoretires inplace o appointaDirector SPECIAL BUSINESS investing in tomorrow in investing notice
46 Annual Report2014-15 o considerandifthoughtfit,topasswithorwithoutmodification(s), thefollowing 9 o considerandifthoughtfit,topasswithorwithoutmodification(s),thefollowing 8
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 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 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 T “Resolved thatpursuanttoSection149,152andotherapplicablepr T - - Resolved furtherthat: - - “Resolved thatpursuanttoSection61andotherapplicablepr 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 caseofthePr the existingshar The fractional All fractionalentitlementsof6%CumulativeRedeemableNon-ConvertiblePr entitlement arising outofconsolidation of 6%Non-Cumulative e certificatesissuedtotheholdersofPreference Shares, whichare eference Shares held in dematerializedformasonEffective Date, `1/- eachheldbyapreference `1/-each to ovisions, ifanyofthe statutory reportsstatutory ovisions ofCompanies `10/- eachin `10/- each eference notice
47 By Order of the Board By Order M Lakshminarayanan Chief Compliance Officer & Company Secretary Chief Compliance Officer share capital of the Company is Rs.2300,00,00,000 (Rupees is Rs.2300,00,00,000 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
- 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 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. investing in tomorrow in investing notice
48 Annual Report2014-15 onic Copyofthe AnnualReportfor2014-15is beingsenttoallthemembers whose 7. 6. 5. 4. 3. 2. member entitled to attend and vote at the meeting may appoint a proxy to attend and 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 Corporate Membersar Explanatory StatementpursuanttoSection102(1)oftheCompaniesAct,2013, A Electr Members, whohavenotencashedtheirdividendwarrants,issued bytheCompanyand/ Equity DividendforthefinancialyearendedMar Members whowishtoobtainfurtherinformationontheFinancialStatementsforyear In connectionwithappointmentofMr Additional information,pursuanttoClause49oftheListingAgr e requested tosendthe Registered Office oftheCompany, a . ManishChokhani,theBoard ofDirectors ch 31,2008,declared bytheCompany statutory reportsstatutory eement withStock notice
49 esolutions on emote e-voting prior to the meeting emote e-voting prior to the meeting emote e-voting prior to the meeting may also e requested to notify immediately about any change in their address / e-mail about any change in their address to notify immediately e requested The count The Scrutinizer shall, after the conclusion of voting at the general meeting, will first The paper shall also be made available at the venue The facility for voting by way of Ballot / Poll The Members who have cast their vote by r The voting rights of Members either by way of r At the AGM the Chairman of the meeting shall after discussions on all the r Members ar E-voting 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 commence from Saturday the 11th day of July 2015 at 9.00 a.m. and will end on Tuesday, 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 in this notice. Limited (NSDL) for all the business as detailed
14. remote conduct to Scrutinizer as Professional Independent an appoint shall Company 15. shall in thisNotice contained of business items all period for e-voting remote 10. 11. 12. 13. 8. 9. Companies and Companies Act,2013 the 108 of compliance withSection investing in tomorrow in investing notice
50 Annual Report2014-15 xii) vi) 17. esults declared alongwiththeScrutiniser’s report shallbeplacedonthewebsite 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 instructionsandpr The r
NSDL informingtheUser-ID andPassword : are registered withtheCompany/DepositoryParticipant(s)willreceive anemailfrom (i) Members whoseshar ( (xi) (x) (ix) (viii) (vii) ( (v) (iv) (iii) (ii)
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. Open emailandopenPDFfileviz;“ZEELe-voting.pdf”withyourClientIDorFolio Institutional shar Once youhavevotedonther Upon confirmation,themessage“V Cast yourvotebyselectingappr Now youar Select “EVEN”of“ZeeEntertainmentEnterprisesLimited”. Home Passwor Put userIDandpasswor Click onShar Launch inter page of remote e-voting opens. Click on remote e-voting: Active Voting d changemenuappears.Changethepassword/PIN withnewpassword e ready forremote e-votingasCastVote pageopens. net browser bytypingthefollowing URL:https://www.evoting.nsdl. eholder -Login ocess fore-votingare asunder: eholding isindematerialisedformandwhoseemailaddresses eholders (i.e.otherthanindividuals, HUF, NRIetc.)are d asinitialpassword/PIN notedinstep(i)above. esolution, youwillnotbeallowedtomodifyyour opriate optionandclickon“Submit”also ote castsuccessfully”willbedisplayed. statutory reportsstatutory notice
51 efer the Frequently Asked Questions (FAQs) for Asked Questions (FAQs) efer the Frequently om Sl. No. (ii) to Sl. No. (xii) above, to cast vote. om Sl. No. (ii) to Sl. No. (xii) above, to cast es equity shares of the Company and become member of the es equity shares salary payable, Mr Goenka shall be entitled to perquisites and shall be entitled to perquisites salary payable, Mr Goenka . Punit Goenka as the Managing Director & CEO shall be for a . Punit Goenka as the Managing Director d is provided at the bottom of the Attendance Slip for the AGM, as at the bottom of d is provided , if you are already registered with NSDL for remote e-voting then you can with NSDL for remote registered already , if you are Basic Salary of Mr Punit Goenka shall be Rs 25,84,625/- with authority to the authority to with 25,84,625/- Rs be shall Goenka Punit Mr of Salary Basic Initial passwor Please follow all steps fr below: PASSWORD/PIN Event Number) USER ID EVEN (Remote e-voting Members holding shares in dematerialised form whose email IDs are not registered registered not are IDs email whose form dematerialised in shares holding Members quisites & Allowances:
Basic Salary: The Per In addition to the basic In case of any queries, you may r Y For (i) (ii) Any person, who acquir 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: Members and remote 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 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.
Remuneration a) b) D. E. Tenure The appointment of Mr B. C. period of 5 years from 1st January 2015. period of 5 years from
(2) detailsofthe ande-mailidintheuserprofile ou canalsoupdateyourmobilenumber (1)
EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES 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: investing in tomorrow in investing notice
52 Annual Report2014-15 Brief Profile andotherdetails ofMr. Report. PunitGoenkaformspartoftheCorporateGovernance 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. 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 v) iv) iii) ii) i) In theeventoflossorinadequacypr The aggr Overall Remuneration:
Per 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 Company’ Medical Personnel allowanceofRs3,48,105/-permonthwithsuchincr Company maintainedaccommodationorHouseRentAllowanceinlieuther quisites shallbeevaluatedasperIncomeTax Rules,wherever applicable.In egate ofsalary, perquisites andallowancesinanyonefinancialyearshallnot reimbursements, Leave Travel Allowance (subject to 10% of basic salary s contributiontoprovident fund,gratuityandleaveencashmentasper ofits inanyfinancialyearduringthetenure of , basedontheperformancecriteria statutory reportsstatutory ease asmaybe eof 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 allotted to the eligible equity shareholders 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 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 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 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 by Hon’ble Bombay High Court vide in pursuance of the Scheme of Arrangement approved passed on September 12, 2014. order 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 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 - - ch 86 15 326 1,845 4,027 7,723 1,921 2,000 (2,822) 30,757 32,602 20,852 11,750 15,998 20,899 16,551 (` Millions) 31.03.2014 Year ended ended Year - 47 440 242 (135) 2,273 3,804 8,318 2,161 1,211 34,262 36,535 24,413 12,122 16,551 24,781 20,727 31.03.2015 Year ended Year e applied consistently and the judgments and estimates e applied consistently and the judgments internal financial controls were laid down and that such financial controls are that such financial controls laid down and were internal controls financial
Requisite Pr The Financial Statements of the Company - comprising of the Balance Sheet as at Mar of the Company - comprising of the The Financial Statements Accounting policies selected wer Pr 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
Amount available for appropriations 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 Appropriations: Dividend Equity Shares Shares Preference on Dividend Tax Equity Shares Revenue from Operations Revenue from on the above Tax Deferred Shares Preference General Reserve Balance carried forward Particulars d) e) ofall compliancewiththeprovisions toensure oper systemshavebeendevised 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) records ofadequateaccounting hasbeentakenformaintenance care oper andsufficient FINANCIAL HIGHLIGHTS 31, 2015 is summarized for the year ended March The financial performance of your Company below: investing in tomorrow in investing directors’ report directors’
56 Annual Report2014-15 • • • • • 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 of digitization 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`1million. Shares fortheperiodfrom dateofallotmenttillclosefinancialyear resulting in outflow 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 :Inaccordance withtheterms ofissuePreference Shares, yourCompany cashaccruals. Company tobemetbyinternal Company’s policytopaysustainabledividendlinkedlongtermgrowth objectivesofthe Equity dividendpayoutfortheyearunderreview hasbeenformulatedinaccordance withthe a payoutof31%theprofits oftheCompanyonastand-alonebasis. 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 :Your Directors recommend paymentofEquityDividend 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 ` 1/- each and such Equity Dividend, upon approval by the Members of the Company at the Bahasa language. African viewers; e Hiburan Zee language; and Zee Nung:A24/7Bollywoodmoviechannel inThailand,fullydubbedandsubtitledThai World Zee connected andengagedwiththe worldaround them; endeavors to create continuing conversation with anaudience that isinterested instaying &tv : A Hindi GEC aimed at targeting the contemporary mindset viewers. Thechannel channel thatbelievesinconnectingpeopleofdifferent cultures; India from countrieslikePakistanandTurkey. Positionedas‘JodeinDiloKo’,Zindagiisa Zindagi :Apremium HindiGEC,whichairsshowswithcontentsetbeyondtheborders of :FirstEnglishGECwithdubbed andsubtitledIndiancontentformainstream :AlocalizedGEC inIndonesiawithfullydubbed orsubtitledcontentin ` 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 that was entirely produced in the UAE, which produced that was entirely esence in UK and Europe market esence in UK and Europe continued to maintain the second spot in the Hindi the in spot second the maintain to continued TV, Zee ow its reach in the market with shows like Jodha Akbar, Qubool in the market with shows like Jodha Akbar, ow its reach e added onto additional platforms like Charter national was launched in Africa. garnered a 14% market share in the Karnatakathe in market and has share market 14% a garnered Kannada Zee increased its market share to more than 50% during the year and has to more its market share Zee Marathi increased Zee T and Zee TV continued to be the Number 1 South Asian channel both in terms of GRPs Zee TV launched Parwaaz a drama series Arabic Zee Aflam consolidated its position as the top Bollywood channel catering to Zee Alwan continues to gr In US, Zee channels wer Zee celebrated 20 years of its pr &TV was launched in the UK market Zee Cinema Inter reach in the UAE. reach in the UAE among South Asians. all viewership records broke audiences. - Season 3). and Rihlet Saloni S3 (Saath Phere launchedintheIndianOceanIslands. amil andZeeKhanaKhazanawere
continued to be a strong player in the Bangla GEC space and performed extremely 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, Primetime band between 1830-2230hrs was in the No.2 position in the weekday 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 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 is one of English language offerings. the company’s Zee Café and Zee Studio are 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, its movie libraries. Some and strengthened Hindi Movie genre Zee Cinema continued to lead the 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”, • • • 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 yourCompany expanded 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, inter alia include desired 168 Million (1.74% of average profits) towards various CSR initiatives. Executiion towards ` 168 Million (1.74% of average profits) 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 of risk management policies and business Management which inter alia includes (a) review 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 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 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. age limits, qualification / experience, areas of expertise and independence of individual. The expertise of / experience, areas qualification age limits, 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 annexed to this report. is 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 of the Company and can be viewed on available on the website These policies are Policy. investing in tomorrow in investing directors’ report directors’
60 Annual Report2014-15 consider theirre-appointment asStatutory AuditorsoftheCompanyfrom theconclusion 16 willbeinthe bestinterests oftheCompany andtherefore, Membersare 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:TheAuditorsM/sMGB&Co.LLP, Chartered Accountants, 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 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 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 investments made by the Company required under section 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 Deposits & Unclaimed Dividend Extract of Annual Return tolerance for sexual harassment at workplace Sexual Harassment : The Company has zero 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 or regulators passed by the were : No significant or material orders Regulatory Orders operations courts or tribunals which impact the going concern status and Company’s in future. Particulars of loans, guarantees and investments 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 Section 92(3) of the Act read with Companies (Management & Administration) Rules, Section 92(3) of the Act read 2014 is annexed to this report. under Chapter V of the Companies Act, 2013. During the year under review, 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
(i) (ii) (iii) iii. iv. v. vi. 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. Satish K Shah, was carried out by Mr. Audit Secretarial Audit : During the year, 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. CONSERVATION OF ENERGY, 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 given hereunder: However the information, as applicable, are Conservation of Energy: 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 Company hasinstitutionalisedthepeople continues tobuildtalentpipelinebyhiringfresh talentfrom renowned campusesand nurturingthem engagement scores hasimproved tohighestpercentile intheentertainmentsector. Your Company talent managementandemployeeengagementprocesses andthrough theyear, organisation’s and becomefuture ready, overtheyearsyourCompanyhasbeen focusingonstrengthening 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 if notfullyabsorbed,ar whether thetechnologybeenfullyabsorbed the yearofimport; the detailsoftechnologyimported eas 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
- A Note Refer - 0 6 25.00% 1 5,000 31-Mar-15 Limited Thailand Today Asia
- A Note Refer - (0) 3 38.61% 21 522 31-Mar-15 Limited Private Media and Web Shop Idea
- A Note Refer - (37) 34 26.42% 5 1,321,200 31-Mar-15 Limited Aplab
- A Note Refer - 38 96 50.00% 25 2,500,000 31-Mar-15 Limited Private India Enterprise Pro Media
consolidated influence Balance Sheet Balance Joint Venture Joint Date Sheet
Consolidation
venture is not not is venture is significant significant is Consolidation as per latest audited audited latest per as Holding % Holding Associates/ Balance
Name of Associates/Joint Ventures Associates/Joint of Name Considered in in Considered Numbers
associate/joint associate/joint of how there there how of Considered in in Considered to Shareholding Shareholding to Extent of of Extent Investment in in Investment audited
Not Not
Reason why why Reason Description Description Networth attributable attributable Networth Amout of of Amout Latest
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
49.51 = CAD 1 1.08, = RUB 1 92.87, = GBP 1 5.18, = ZAR 1 17.04, = UAE 1 10.23, = YUAN 1 1.72, = MUR 1 62.60, = USD 1 Rate BS 2015 March 31 on As ` ` ` ` ` ` ` `
53.70 = CAD 1 1.35, = RUB 1 98.41, = GBP 1 5.52, = ZAR 1 16.64, = UAE 1 9.93, = YUAN 1 1.94, = MUR 1 61.11, = USD 1 Rate PL 2015 March 31 on As ` ` ` ` ` ` ` `
ough Asia TV Limited TV Asia ough thr Held ** ATL through Held ^ ough ZMWL ough thr Held $ EVPL ough thr Held #
Eevee Multimedia Inc. # Inc. Multimedia Eevee 100% - (21) 0 (21) - - 14 8 (22) 16 USD
Zee TV South Africa (Proprietary) Limited ^ Limited (Proprietary) Africa South TV Zee 0 0 ZAR 100% - (161) - (161) 45 - 422 41 (381)
ATL Media FZ-LLC ^ FZ-LLC Media ATL 100% - (33) - (33) 162 - 456 423 (34) 1 UAE
Zee Entertainment Middle East FZ-LLC ^ FZ-LLC East Middle Entertainment Zee 100% - 129 - 129 1,717 - 268 728 417 43 UAE
Zee Technologies (Guangzhou) Limited ^ Limited (Guangzhou) Technologies Zee 100% - (20) - (20) 2 - 24 1 (139) 116 YUAN
Zee Multimedia (Maurice) Limited ^ Limited (Maurice) Multimedia Zee 100% - (0) - (0) 4 - 31 14 (17) 0 MUR
Taj TV Limited ^ Limited TV Taj 100% - (186) (11) (197) 5,080 - 6,022 6,090 (993) 1,061 USD
Expand Fast Holdings (Singapore) Pte Limited ^ Limited Pte (Singapore) Holdings Fast Expand 100% - 9 0 9 171 - 37 147 106 4 USD
Asia Today Limited (ATL) Limited Today Asia 100% - 960 140 1,100 6,311 4,141 11,212 15,859 8,788 0 USD
Asia Multimedia Distribution Inc. ** Inc. Distribution Multimedia Asia 100% - (0) - (0) - - 5 5 (0) 0 CAD
OOO Zee CIS LLC ** LLC CIS Zee OOO 100% - (12) (2) (14) 131 - 55 41 (14) 0 RUB
OOO Zee CIS Holding LLC ** LLC Holding CIS Zee OOO 100% ------RUB
Asia TV Limited $ Limited TV Asia - - 33 (8) 25 944 - 79 871 (735) 1,527 GBP 100%
Zee TV USA Inc. $ Inc. USA TV Zee 100% ------(63) 63 USD
Zee Multimedia Worldwide (Mauritius) Limited (ZMWL) Limited (Mauritius) Worldwide Multimedia Zee 100% - 79 3 82 - - 1 4,755 1,198 3,556 USD
Zee Sports Limited Limited Sports Zee 100% - (3) - (3) - - 55 2 (54) 1 INR
Taj Television (India) Private Limited Limited Private (India) Television Taj 100% - 498 260 758 2,071 - 4,136 4,903 766 1 INR
Essel Vision Productions Limited (EVPL) Limited Productions Vision Essel 100% - 31 15 46 1,619 - 354 474 90 30 INR
India Webportal Private Limited Private Webportal India 51% - (89) - (89) 404 - 261 193 (309) 241 INR
Zee Turner Limited Turner Zee 74% - (85) 79 (6) - - 188 263 74 1 INR
Taxation Subsidiary) shareholding
Liabilities Assets Surplus Capital Currency Dividend taxation taxation for
Name of the subsidiary the of Name before before Turnover than (Other and % of of % and
Total Total Total & Reserves Share Reporting 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 eas where spent d) c) b) a) Details ofCSRspentduringFY average netprofits forlastthree years) 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
Ar Amount spent Unspent amount Amount tobespentinFY ` 193million ` 9,658million 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 ` 168Million ` 25Million ` 193Million annexures tothedirectors’ report statutory reportsstatutory
65 Trust Trust Delhi Sd/- Hisar Direct Bharat agency Bharati through through Direct or Direct Municipal University SIFE India India Trust centre and and centre Lok Siksha Foundation Himgiri Zee Educational Shree Vedic Vedic Shree Corporation, (` in Millions) 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 ector & CEO VSPM Academy Punit Goenka 30.00 period 134.35 138.35 158.35 161.35 163.54 120.00 121.75 131.75 168.36 164.04 164.36 166.86 upto the reporting reporting Cumulative expenditure expenditure Managing Dir or 0.5 2.5 2.60 4.00 3.00 2.19 1.75 1.50 0.32 spent 20.00 30.00 90.00 10.00 on the Amount projects projects programs 0.5 2.5 wise 2.60 4.00 3.00 4.45 1.75 1.50 0.32 outlay 30.00 30.00 90.00 30.00 Amount (budget) project or project programs programs Hisar, Haryana Hisar, Haryana Hisar, New Delhi Mumbai Rajasthan Gujarat Nagpur, Nagpur, Maharashtra Dehradun, Uttarakhand Gujarat Mumbai, Maharashtra Kochi, Kerala Tribal areas areas Tribal in the state of Maharashtra New Delhi Projects or Projects programs or Local area specify other, the State and district where or projects was programs undertaken
Promotion of Promotion Cleanliness Rural Development for Projects Upliftment of Communities in tribal/ rural areas Community Development Projects Setting up of Libraries of Promotion Libraries Development of Building & other facilities for Promotion of Education of Promotion Health Care Promotion of Promotion Art & Culture Aid for educational activities in tribal areas Promotion of Women empowerment, education & health care Sector in which is the project covered
Sanitation Rural Development/ Transformation Rural Development – Community Development Libraries and aid to government schools CSR projects or CSR projects activities identified Educational Infrastructural Development Health Care Others Vocational training to Vocational tribal Children Women Empowerment & Healthcare Executive Vice Chairman Place: Mumbai Date: May 21, 2015 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 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 c. b. a. Details ofmaterialcontractsorarrangementtransactionsatarm’ Details ofcontractsorarrangementstransactionsnotatarm’ f. e. d.
agreeable terms. effect from April1,2014foratermof3years,renewable onsimilarandmutually television channelsoftheCompany. Limited, whollyownedsubsidiaryoftheCompany Duration ofthecontracts/arrangementstransactions Nature ofcontracts/arrangements /transactions Name(s) oftherelated partyandnature ofrelationship Amount paidasadvances,ifany:Nil entered intointheordinary courseofbusinessandonarm’s lengthbasis. Date(s) ofapproval bytheBoard, ifany:Notapplicable,sincethecontractwas owned Subsidiary. sharing basiswherein 14%ofsubscription revenue shallberetained bytheWholly channels oftheCompany, exclusivelyinIndiaonprincipal-to-principalandrevenue if any:TheWhollyownedSubsidiaryshalldistributeallcurrent andfuture television Salient termsofthecontractsorarrangementstransactionsincludingvalue, For andonbehalfoftheBoard ofDirectors :DistributionServiceforall annexures tothedirectors’ report :Taj Television (India)Private :Contractentered with Managing Director &CEO statutory reportsstatutory s lengthbasis: s lengthbasis: Punit Goenka Sunil Sharma Director
67 emuneration emuneration d: emuneration and other terms of d shall be paid remuneration which shall comprise d shall be paid remuneration d other than the Managing Director shall be employed d other than the Managing Director etain and motivate the Members of the Board of Directors, of Directors, Members of the Board etain and motivate the emuneration package, efforts are to be made to ensure that to be made to ensure are emuneration package, efforts , the overall remuneration of executive member(s) on the Board, where there there where of executive member(s) on the Board, , the overall remuneration Executive Members of the Boar The Nomination and Remuneration Committee while considering a r The Nomination and Remuneration Committee believes that a successful r The Nomination and Remuneration Committee Remuneration of Executive Members on the Boar Any Executive Member(s) on the Boar However OBJECTIVE r This Policy aims to attract, GUIDING PRINCIPLES the r The guiding principle of this Policy is that While designing the r under service contracts for a period not exceeding 3 (three) 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 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, 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. 2. investing in tomorrow in investing annexures to the directors’ report directors’ the to annexures
68 Annual Report2014-15 2.3 emuneration payabletotheNon-Executivemember(s)ofBoard shallbelimited 2.2.
listed orotherwise. sitting fees,fordirectorships heldinanyoftheEsselGroup ofCompanies,whether executive membersoftheBoard shall be reviewed bytheBoard onanannualbasis. 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 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: The r Remuneration ofNon-ExecutiveMemberstheBoar Executive Managementshallnotbeeligibletor The Nomination&CompensationCommitteewillfr The Companybelievesthatacombinationoffixedandperformance-linkedpayto Remuneration ofExecutiveManagementcomprisingSenior&Key quisites asperrulesoftheCompanyincluding car, telephoneetc. Per Stock options Performance linkedincentive/bonus Basic salaryandAllowances eceive anyremuneration, including om timetoconsiderproposals annexures tothedirectors’ report d: 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 (India) Pvt. Ltd. Services 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 TION AND OTHER DETAILS TION AND OTHER AL BUSINESS ACTIVITIES OF THE COMPANY Subsidiary Companies – Indian Nil Taj Television (India) Private Limited (India) Television Taj Annie Besant Road Continental Building, 135, Dr. Mumbai 400 018 Worli, U92190MH2002PTC135002 Essel Vision Productions Limited Essel Vision Productions Annie Besant Road Continental Building, 135, Dr. Mumbai 400 018 Worli, U74990MH2010PLC198648 Zee Sports Limited 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 Holding Company Broadcasting Services Broadcasting Name and Description of / services main products Name, Address & 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 PRINCIP P REGISTRA
B 1 2 3 4 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. COMPANIES ANDASSOCIATE OFHOLDING,SUBSIDIARY ARTICULARS I.
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As on the financial year ended on March 31, 2015 March year ended on As on the financial and (Management rule 12(1) of the Companies Act, 2013 and Section 92 (3) of the Companies [Pursuant to Rules, 2014] Administration) 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 & 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 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 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% 26.42% 38.61% 50.00% 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 Asia Multimedia Distribution Inc Asia Multimedia Distribution Canada East, Toronto, 693 Queen Street M4M1G6 Associate Companies Asia Today (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 Aplab House, Plot No. A-5, 604 Industrial Estate, Thane 400 Wagale L99999MH1964PLC013018 Idea Shop Web & Media Private Limited Idea Shop Web Arcade, Centre Trade T 1/6, World Parade, Mumbai 400005 Cuffe U72900MH2011PTC220973 Media Pro Enterprise India Private Limited Media Pro Behind Kuber Chamber, Blue Wave, 7th Floor, Mumbai 400053 Andheri (West), U92412MH2006PTC164446 Name, Address & Name, Address CIN of the Company 19 20 C 1 2 3 4 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 b d 1 2 1 c a a a a e f
Others -NRI Custodian ofGDR/ADR Shares heldby Sub-total (B)(2) Others -Trust Shareholding Total Public Central Government Banks /FI Mutual Funds Institutions Public Shareholding Shareholding Total Promoter Sub-total (A)(2) Bodics Corporate Foreign Sub-total (A)(1) Shareholder Category of Bodies Corporate Indian Group Promoters &Promoter Sub-total (B)(1) Others -Foreign Bank value above `1Lacinnominal Individuals holdingshares Bodies Corporate-Indian Others -QFI in nominalvalue upto `1Lac Individuals holdingshares Overseas Bodies Corporate- Grand Total A+B+C FIIs Insurance Companies PERCENTAGE OFTOTAL EQUITY) Categorywise Shar SHAREHOLDING P 545087753 413670212 172266804 172266804 241403408 241403408 493343080 958757965 460463766 51744673 32398465 29032540 17662769 No ofShares heldatthebeginningof 1817614 2872089 eholding ATTERN (EQUITYSHARECAPITAL BREAKUPAS 228056 131480 377484 Demat 85850 17515 125 0 Year i.e.April1,2014 1690755 1668855 1690755 Physical 877037 742082 42254 21900 21900 7482 0 0 0 0 0 0 0 0 0 0 0 0 0 546778508 413670212 172266804 172266804 241403408 241403408 493364980 960448720 460485666 53413528 32398465 18404851 29040022 2694651 2872089 270310 131480 377484 85850 17515 Total 125 0 100.00% 56.93% 43.07% 17.94% 25.13% 51.37% 17.94% 25.13% 47.94% 5.56% 0.28% 0.03% 3.37% 0.01% 0.00% 0.00% 1.92% 0.01% 3.02% 0.30% 0.04% % 0 545184087 413670212 172266804 172266804 241403408 241403408 500842792 480003430 958854299 44341295 19849324 16355117 21813302 1568060 3810983 698250 256755 235937 496846 Demat 95583 No ofShares heldattheendof 500 0 Year i.e.March 31,2015 annexures tothedirectors’ report 1594421 1572521 1594421 Physical 824285 698500 42254 21900 21900 7482 0 0 0 0 0 0 0 0 0 0 0 0 0 546778508 413670212 172266804 172266804 241403408 241403408 500864692 480025330 960448720 45913816 19849324 17053617 21820784 statutory reportsstatutory 2392345 3810983 740504 256755 235937 496846 95583 Total 500 0 100.00% 49.979% 56.93% 43.07% 17.94% 25.13% 52.15% 0.027% 17.94% 25.13% 0.025% 0.052% 4.78% 0.25% 0.08% 2.07% 0.00% 1.78% 0.40% 0.01% 2.27% % -0.78% change -0.03% -0.14% -0.75% -0.01% 0.00% 0.78% 0.00% 0.05% 0.00% 1.31% 0.02% 0.00% 2.03% 0.10% 0.00% 0.05% % 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 Sprit Textiles Pvt Ltd Sprit Textiles Name of Promoter Essel Infraprojects Ltd Essel Infraprojects Veena Investment Pvt. Veena Ltd. Essel Media Ventures 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 Pr
1 Sr 2 3 4 5 6 7 Sr ii. shareholding Group omoter &Promoter 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. iv. Changeinshareholding oftoptenpublicshareholders Note : No ofShares i.e. April1,2014 Shareholding atthebeginning Particulars 40000 Independent Director Lord GulamNoon, 20000 Independent Director Prof RVaidyanathan, Oppenheimer DevelopingMarketsFund$ Goldman Sachs(Singapore) PTE$ Government ofSingaporeGovernment $ Oppenheimer GlobalFund$ Vanguard Growth International Fund$ New World FundInc$ NP3A-ALL $ Ontario Teachers PensionPlanBoard – Smallcap World Fund,Inc# Equity IndexFund$ Fund, ASeriesofVanguard International Vanguard EmergingMarketsStockIndex Oppenheimer International GrowthOppenheimer International Fund# Columbia Acorn International @ International Columbia Acorn Europacific Growth Fund@
basis andhencedatewiseincrease/decrease inshareholding isnotindicated @ # $ The shar Change inShar
denotes top10shar denotes top10shar denotes commontop10shar es oftheCompanyare substantiallyheldindematerialisedformandare tradedonadaily eholding ofDirectors &KMP Capital Equity % of eholders onlyasonMarch 31,2015 eholders onlyasonApril1,2014 0 0 eholders asonApril1,2014andMarch 31,2015 14.11.14 03.11.14 Date NA 82,290,959 18,715,668 16,762,907 14,003,568 13,096,669 12,420,000 11,800,000 beginning oftheyear 9,270,000 8,312,255 8,197,109 7,298,200 Shareholding atthe Changes Shares (April 1,2014) No of (10000) Shares (5000) No of 0 NA % ofEquity Reason Capital Market annexures tothedirectors’ report 8.57 1.95 1.75 1.46 1.36 1.29 1.23 0.97 0.87 0.85 0.76 0.00 Sale NA Cumulative shareholding 68,716,575 13,557,879 10,974,158 14,434,499 17,800,000 13,478,000 31,171,178 statutory reportsstatutory 8,686,506 3,755,037 3,885,000 9,875,585 8,197,109 Shareholding atthe Shares (March 31,2015) 40000 10000 end oftheyear Shares No of 5000 No of % ofEquity % ofEquity Capital Capital 7.15 0.90 1.41 1.14 1.50 0.39 1.85 0.40 1.03 0.85 1.40 3.25 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 41.22 50.73 - - - - & CEO) -4 10 16 12 12 14 16 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 ` 1,212 Million Secured Loans Secured ector, Whole-time Directors and/or Manager Whole-time Directors ector, TION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL TION OF DIRECTORS AND KEY MANAGERIAL INDEBTEDNESS REMUNERA Remuneration to Managing Dir
Change in Indebtedness during the financial year Change in Indebtedness during the financial Addition Gross salary (As per Income tax act) Gross Salary Perquisites Ceiling as per the Act Profits in lieu of salary Profits Stock Option Sweat Equity and/or otherwise) Commission (as % of profit Fund) Others (Contribution to Provident (A) Total Interest accrued but not due Interest Total Indebtedness at the end of the financial year Principal Amount accrued but not due Interest Total Interest Due but not paid; Interest Reduction Net Change due but not paid Interest Indebtedness at the beginning Indebtedness at the beginning of the financial year Principal Amount Particulars of Remuneration V. but not due outstanding/accrued Company including interest Indebtedness of the for payment VI. A. * represents Car financing loans * represents investing in tomorrow in investing extract of annual return annual of extract
76 Annual Report2014-15 Table Aabove Note: Fordetailsofremuneration ofCEOrefer remuneration detailsofMr. PunitGoenkamentionedin Date: May21,2015 Place: Mumbai VII. 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) Grand Total Total Overall CeilingasperAct Mr. AshokKurien Dr. SubhashChandra Non-Executive Directors Total Prof (Mrs.)NeharikaVohra Prof SunilSharma Prof RVaidyanathan Lord GulamNoon Independent Directors
PROVISIONS OFCOMPANIES ACT:None Remuneration tootherdir PENAL Remuneration toKeyManagerialPersonnelotherthan TIES /PUNISHMENT/COMPOUNDINGOFOFFENCESUNDER ectors: 2013 is`121Million 1% ofNetProfits asperSection198oftheCompaniesAct, Sitting Fees 1.00 0.30 0.22 0.08 0.70 0.14 0.28 0.26 0.02 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/Manager/WTD: - - - - Managing Director &CEO Company statutory reportsstatutory Secretary Others 14.96 14.26 0.66 0.04 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 0.42 0.11 0.12 0.29 % of Net Profit before before % of Net Profit NA NA NA NA NA NA 0.14 0.03 0.04 0.09 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 99:1 49:1 Remuneration to Ratio of Director’s Ratio of Director’s median remuneration Nil Nil Nil Nil Nil Nil Nil 11 13 11 9% 2121 (As at March 31, 2015) 2121 (As at March The average increment 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 The aggregate remuneration of Executive Directors & 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 ector and Key Managerial Personnel (KMP) along with particulars of increase in remuneration during the in remuneration of increase Personnel (KMP) along with particulars ector and Key Managerial Requirement The Percentage increase in median remuneration of employees in FY in median remuneration increase The Percentage Number of permanent employees on the rolls of the Company Number of permanent employees on the rolls The explanation on the relationship between average increase in between average increase The explanation on the relationship performance and Company’s remuneration Comparison of the remuneration of the key managerial personnel against Comparison of the remuneration the performance of the Company (Standalone) Remuneration of each Dir 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
1 2 3 4 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 # Non-Executive Directors remuneration represents Commission & excludes Sitting Fees Commission & excludes represents remuneration # Non-Executive Directors 31, 2015 March as at close of * Resigned as Independent Director 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 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 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 6 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 5
Employed thr Particulars ofEmployeeswhoser Name Sanjoy Chatterjee Punit Goenka Anil Anand Siju Prabhakaran Shekhar Kadav Priyanka Datta Mehul Shah Gunjarav Nayak Sachin Rumde Anjana Kshetry Rajneesh Gupta Hitesh Vakil with thelastpublicoffer the Companyincomparisontorateatwhichcameout Percentage increase ordecrease inthemarketquotationsofshares of 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 as attheclosingdateofcurrent andprevious financialyear Variations inthemarketcapitalizationofCompany, ratio priceearning Requirement oughout theyearandinreceipt of remuneration aggregating Age 48 40 52 41 52 43 44 38 39 49 41 55 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@ emunerations exceeded ` 30pershare. Thevalueisadjustedforsub-divisionin1999&1:1Bonusdeclared in2010.It Remuneration ` 60Lacsperannumor5monthduringFY2014-15 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 policy oftheCompany. The Companyaffirms thatthe remuneration isasperthe remuneration Not Applicable performance oftheCompany The variablecomponentofremuneration ofDirectors isbasedon the yearwas5.5% was 11%,whiletheaverageincrease inmanagerialremuneration during The averageannualincrease inthesalariesofemployeesduringyear ` 60lacsormore perannum. Particulars Change % Change% 10.09.93* 31.03.14 31.03.15 31.03.15 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 29.2 39.4 1.50 NSE 35
79 Last Employment Vivaki Viacom 18 Pvt. Ltd. Real Global Broadcasting Comms Aurora Ltd Infomedia Tata Jindal ITF 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. Godrej(Gilac) Wizcraft Mumbai Municipal Greater Corporation 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 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 3-Sep-2010 5-Sep-2008 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 26-Dec-2000 17-Aug-2007 23-Nov-2007 Date of Joining 8 13 20 19 14 21 15 17 22 24 20 29 18 13 38 22 27 21 32 14 17 15 11 24 18 22 23 13 Yrs Exp in PG Marketing MBA 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 B COM, CA 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 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 10,291,709 10,790,695 23,853,276 11,616,942 12,898,147 14,411,529 20,315,449 14,961,486 10,176,122 12,136,296 Remuneration Business Head, & TV National Head - Sales Business Head, Zee Bangla & Zee Bangla Cinema Chief People Officer Cluster Head - Sales National Head - Sales 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 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 Business Head, APAC CRO - International Ad Sales & Head - Global Syndication Business Head, Ditto Deputy Business Head, Zing & ETC Music Cluster Head - Regional Business Designation 37 42 38 45 36 40 38 54 51 48 54 38 39 63 50 47 46 52 37 42 52 36 50 43 45 43 36 48 Age Rajesh Iyer Monali Ghosh Samrat Ghosh Rajendra Kumar Mehta Vijay Sanil Pankaj Mehra Sunanda Gupta Jenna R. K. Agarwal Rajeev Kheror Debashish Ghosh Alok Govil Mihir Modi Namit Sharma Subodh Kumar Mona Jain Laxmi Shetty Ashish Sehgal M Lakshminarayanan Anurag Bedi Syed Ali Zainul Abedeen Zaidi Charu Singh Mangesh Kulkarni Roland Landers Sushruta Samanta Sunita Uchil Manoj Padmanabhan Vishnu Shankar Sharada Sunder Name 42 28 29 30 31 32 33 34 35 36 37 38 39 40 41 13 14 15 16 17 18 19 20 21 22 24 25 27 Sr. Sr. No. investing in tomorrow in investing annexures to the directors’ report directors’ the to annexures
80 Date: May21,2015 Place: Mumbai 2. Annual Report2014-15 Notes : No. Sr. 14 13 12 11 10 9 8 7 6 5 4 3 2 1 15 17 16
Employed forpartoftheyearandinr
Name 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 Akash Chawla Indranil Aikat Anil MohanSankhdhar 3. 2. 1.
Remuneration includesSalary None oftheemployees,exceptMr All appointmentsar basis oftheprovisions ofIncomeTax Act,1961. e contractualandterminablebynoticeoneitherside. Age 34 53 47 37 38 51 43 35 45 42 47 42 47 46 37 40 41 Designation 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 Chief Commercial Officer Executive Vice PresidentExecutive Vice -Marketing Distribution Head PresidentVice -Production , Allowances,Company’s Contribution toProvident Fund,Medical Benefits,Leave Travel Allowance&OtherPerquisites andbenefitsvaluedonthe . PunitGoenkaare related toanyoftheDirectors. eceipt ofremuneration aggregating Rs.5lacsormore permonth Remuneration 21,562,049 49,242,172 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 7,057,556 5,995,958 4,605,178 3,286,778 Total (Rs.) 655,320 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 CA B.COM, MMS PGDTM BA Qualification Exp in 30 19 11 13 21 15 12 21 18 23 21 22 26 19 13 18 17 For andonbehalfoftheBoard ofDirectors Yrs Date ofJoining 29-Sep-1998 4-Mar-1998 23-May-05 12-Dec-14 26-Aug-14 12-Sep-13 12-Mar-13 10-Mar-15 15-Jan-14 16-Oct-13 3-Nov-14 3-Nov-14 8-Aug-14 1-Aug-14 6-Aug-14 1-Apr-13 1-Jul-14 annexures tothedirectors’ report 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 Viacom18 Pvt.Ltd. Viacom18 S-Group TAM Samsung IndiaElectronics Pvt.Ltd Taj Television Limited,Dubai Managing Director &CEO statutory reportsstatutory Punit Goenka Sunil Sharma Last Employment Director
81 eunder; eunder; ’) and the Rules made Not Applicable to the Company escribed under the Securities and Exchange d of India (Substantial Acquisition of Shares and d of India (Substantial Acquisition of Shares of Insider Trading) d of India (Prohibition d of India (Issue of Capital and d of India (Employee Stock Option Scheme and d of India (Issue and Listing of Debt Securities) Regulations, d of India (Delisting of Equity Shares) d of India (Registrars to an Issue and Share Transfer Transfer d of India (Registrars to an Issue and Share e Requirements) Regulations, 2009; - e Requirements) The Securities and Exchange Boar The Securities and Exchange Boar The Securities and Exchange Boar The Securities and Exchange Boar The Securities and Exchange Boar The Securities and Exchange Boar The Securities and Exchange Boar Disclosur Employee Stock Purchase Scheme) Guidelines, 1999 - Not Applicable to the Employee Stock Purchase Company during the Audit Period; Regulations, 2008 - Not Applicable to the Company during the Audit Period; the Companies Act and dealing with client; Agents)Regulations, 1993 regarding 2009 - Not Applicable to the Company during the Audit period; and Takeovers)Regulations, 2011; Takeovers)Regulations, Regulations, 1992; during the Audit Period
d. e. f g. The Companies Act, 2013 (the Act) and the Rules made ther The Companies Act, 2013 (the Act) and 1956 (‘SCRA The Securities Contracts (Regulation) Act, The Depositories Act, 1996 and the Regulations & Bye-laws framed ther For The following Regulations and Guidelines pr 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
. I. II. III. IV. eign ExchangeManagementAct,1999(FEMA)&theRulesandRegulationsmade 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 Enterprises Limited practices by Zee Entertainment to good corporate and the adherence Audit was called the Company). Secretarial (CIN: L92132MH1982PLC028767) (hereinafter 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 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
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(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 ii) I furtherr I furtherr - - - I furtherr During theAuditperiodunderr i) I havealsoexaminedcompliancewiththeapplicableclausesoffollowing: (v) (iv) (iii) (ii) (i) The Companyhasidentifiedthefollowinglawsasspecificallyapplicableto h.
notified hencenotapplicabletotheCompanyduringauditperiod National StockExchangeofIndiaLimited. Addressable CableTelevision Systems)Regulations,2012. and (Amendment) Regulations,2013issuedbyTelecom RegulatoryAuthorityofIndia; Broadcasting; 1998 -NotapplicabletotheCompanyduringAuditperiod. 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 ListingAgr Secr The T Standar Intellectual Pr The CableT Uplinking /downlinkingpolicy/guidelinesissuedbyMinistryofInformationand The SecuritiesandExchangeBoar eport thatduringtheAuditperiod,Companyhadacquired MediaBusiness eport thatthere are adequatesystemsandprocesses intheCompany eport thatcomplianceofapplicablefinanciallawsincludingDirect andIndirect etarial Standards issuedbyThe Institute ofCompanySecretaries ofIndia.- elecommunication (Broadcasting andCableServices)Interconnection (Digital
ds ofQualityService(DurationAdvertisementsinTelevision Channels) elevision Network(Regulations)Act,1995andrulesframedthereunder;
operty Rightsrelated laws;
eements entered intobytheCompany withtheBSELimitedand
eview andasperrepresentations andclarifications d ofIndia(BuybackSecurities)Regulations, statutory reportsstatutory secretarial auditreport CS SatishK.Shah FCS1313/CP3142 Not
83 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 Punit Goenka & CEO Managing Director Mumbai, May 21, 2015 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 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
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corporate governance corporate report onreport
84 Annual Report2014-15 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 detailed presentation coveringinteralia economyandindustryoverview, keyregulatory and approval ofquarterlyandannual financialstatementsoftheCompanyare takenup through inductionprograms atthetimeoftheirappointmentasDirectors. Whilereview Company aswellwiththenature of industryandbusinessmodeloftheCompany 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 Category ofDirectors Total Other Non-ExecutiveDirectors Non-Executive IndependentDirectors Executive Director(s) Directors report oncorporategovernance No of 8 2 4 2 statutory reportsstatutory total noofDirectors Percentage to 100% 25% 50% 25%
85 - - - - 1 1 1 Chairman - - - - - 2 3 1 No of Committee Member public companies as positions held in other positions held in other ------1 4 Chairman - - - - 6 6 3 1 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 1 7 6 6 6 7 4 6 (Total 7 (Total Attendance at Meetings) Board Meeting Board Non-Executive Independent Director Gulam Noon R. Vaidyanathan* Sunil Sharma Neharika Vohra Executive Director Subodh Kumar Punit Goenka Promoter Promoter Non-Executive Director Subhash Chandra Ashok Kurien Name of Director * 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 and Non- Executive Director, Ashok Kurien, 65, is one of the Founder-Promoter 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 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 Chokhanidoesnotholdany 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,48,aChartered AccountantandMBAfrom LondonBusiness 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,40,ayounganddynamicprofessional withastrong entrepreneurial 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 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 6 esults; igil Mechanism Policy; and NA NA NA NA 5/6 6/6 6/6 e of vital concern including adequacy of to the Company Audit eporting process of the Company; eporting process Committee oposals for appointment and remuneration payable to the Statutory oposals for appointment and remuneration 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, Inter Discusses the larger issues that ar T Functioning of Whistle Blower & V Recommends pr Accounting and financial r Audited and Un-audited financial r
system; oninternal control andreports riskmanagementpolicies nal Auditreports, partiesand withrelated intobytheCompany tobeentered ransactions proposed
No of Meetings held Directors attendance Directors Kumar Subodh Mr. Mr. Punit Goenka Mr. Mr. Ashok Kurien Mr. Prof R Vaidyanathan Prof Lord Gulam Noon Lord Prof Sunil Sharma Prof Prof Neharika Vohra Prof 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 inter alia reviews: 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 and Section Agreement of Clause 49 of the Listing In compliance with the requirements 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 Note: NA denotes that the director is not a Member of such Committee. Nil denotes that the director 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 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 setbythe Company’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 Committeewhichinteraliaincludes(a)review ofriskmanagementpolicies 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 andappr Recommend allelementsofr Recommend nominations/appointmentstotheBoar Formulation ofthepr Formulation ofguidelinesforevaluationcandidatur 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 ove issuanceofStockOptions,includingtermsgrantetcunder the ocess forevaluationoffunctioningtheBoard –individuallyand emuneration packageofWhole-timeDirectors including e ofindividualsfornominatingand/ d, includingExecutiveDirectors / 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) Director & CEO) Director
2.00 2.00 2.00 2.00 2.00 2.00 Mr Punit Goenka (Managing 12.00 Payable Commission 0.00 0.04 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) Provident Fund Contribution Provident Total Salary & Allowances Perquisites Ashok Kurien Gulam Noon R. Vaidyanathan Sunil Sharma Neharika Vohra Total Subhash Chandra Particulars Name of Director 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 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 Managing Director & Chief Executive Officer and Mr. Subodh Kumar, Executive Chairman Vice Subodh Kumar, and Mr. Officer & Chief Executive Managing Director 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. Remuneration payable to Non-Executive Directors Remuneration payable to Non-Executive sitting fee at the rate of paid were Directors During financial year 2014-15 Non-Executive other than and Committees thereof, the Board ` 20,000/- for attending each meeting(s) of of Companies Act, with the provisions accordance Stakeholders Relationship Committee. In to ` 30,000/- per 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 As the Company. applicable to provisions, inter alia on the performance of, and regulatory 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 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) report onCSRactivitiesundertakenbytheCompanyformspartofthisAnnualReport. Independent Director andMr. PunitGoenka,ManagingDirector &CEOasMembers.Adetailed 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) Nature ofCorrespondence Warrant(s) Non-receipt ofDividend Total Non-receipt ofAnnualReport Exchanges Letter received from SEBI/Stock Non-receipt ofCertificates
Stakeholders RelationshipCommittee Finance Sub-Committee Corporate SocialResponsibilityCommittee Received 25 8 6 9 2 Replied/Resolved report oncorporategovernance 25 statutory reportsstatutory 8 6 9 2 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 Increase in FII investment Limits Increase in the Company under Portfolio Investment Scheme None None Special Resolutions passed 25.07.2013 - 11 a.m. 20.07.2012 - 11 a.m. 18.07.2014 - 11 a.m. Date and Time 2012-13 2011-12 2013-14 Year 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 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 unqualified. Audit Qualification – The financial statements of the Company are 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–TheBoard currently consistsofseparate all travelandotherexpensesincurred inhisfurtheringtheCompany’s businessinterests. Company’s expenseforusebyitsNon-ExecutiveChairman.TheCompanyalsoreimburses Chairman’s Office –Anoffice with requisite facilitiesisprovided andmaintainedatthe report oncorporategovernance statutory reportsstatutory
93 AUDITORS’ CERTIFICATE AUDITORS’ To The Members, Enterprises Limited Zee Entertainment of conditions of Corporate Governance have examined the compliance by ZeeWe 2015 as March, Limited (‘the Company’), for the year ended 31 Entertainment Enterprises 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 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 MGB & Co. LLP Accountants Chartered Firm Registration Number 101169W/W-100035 Hitendra Bhandari Partner Membership Number 107832 Place: Mumbai 2015 Date: 21 May, 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`1pershare i.e.225%onthepaidupequitycapitalofCompany The Board ofDirectors haverecommended paymentofEquityDividend@`2.25pershare March 31,2015toPreference Shareholders at thecloseofMarch 31, 2015. Dividend @6%perannum,onthePreference Shares fortheFinancialYear /periodended As perthetermsofissuePreference Shares, theCompanyhadonApril15,2015, paid 11. SHAREHOLDERS’ INFORMATION 5. 8. 4. 7. 10. 3. 6. 9. 2 1.
Dividend correspondence Registered office &Address for Stock Code Dividend PaymentDate Listing onStockExchanges Registrar &Share Transfer Agent Date ofBookClosure Corporate IdentificationNumber ISIN No. Financial Year Shareholders’ Meeting andVenueDate, Time of On orafterJuly20,2015 The NationalStockExchangeofIndiaLimited(NSE) BSE Limited(BSE) 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, (both daysinclusive) Saturday, July11,2015toWednesday, July15,2015 L92132MH1982PLC028767 Preference Shares –INE256A04014 Equity –INE256A01028 2014-2015 Website :www.zeetelevision.com Fax: +91-22-24900302/0213 Tel: +91-22-24831234 Worli, Mumbai-400018,India Continental Building,135,Dr. AnnieBesantRoad, Venue Time Day &Date Meeting Bloomberg Reuters NSE BSE
: : : :
NZ IN(NSE) Z IN(BSE) ZEE.NS (NSE) ZEE.BO (BSE) ZEEL EQ(Equity) 505537(Equity) Mumbai– 400018 Dr Nehru Auditorium,Centr 11 a.m. W Annual GeneralMeeting ednesday, 15thJuly2015 . AnnieBesantRoad,Worli, report oncorporategovernance
statutory reportsstatutory ZEEL-P1(Pr 717503 (Pr eference) eference) e
95 IEP fund IEP fund Due date Due date 28.09.2015 21.10.2016 27.09.2015 22.10.2016 20.06.2017 29.12.2017 08.10.2018 20.09.2019 28.09.2020 21.09.2021 for transfer to for transfer to Dividend Dividend 29.08.2015 22.09.2016 28.08.2015 23.09.2016 21.05.2017 30.11.2017 09.09.2018 21.08.2019 30.08.2020 23.08.2021 Last date for Last date for Claiming unpaid Claiming unpaid Date of Date of Dividend Dividend 24.07.2008 17.08.2009 23.07.2008 18.08.2009 20.04.2010 29.10.2010 10.08.2011 20.07.2012 25.07.2013 18.07.2014 Declaration of Declaration of es & Liquidity P Shar Dematerialisation of Shar
31.03.2009 31.03.2008 31.03.2009 31.03.2010 (Interim) 31.03.2010 (Final) 31.03.2011 31.03.2012 31.03.2013 31.03.2014 31.03.2008 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 ETC Networks Limited 12. of India (SEBI) has mandated the submission of The Securities and Exchange Board AN &ChangeofAddress 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 System validly executed documents. e Transfer 14. of the Company in dematerialised form shares facilitate trading of Equity or Preference To 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 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 eholders’ Correspondenceproceedings 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
Unclaimed Shar Sub-division ofShar Outstanding ConvertibleSecurities Shar es es 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 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 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 Various dates Various dates Various dates Various No. of 54,328 20,000 46,800 160,000 190,000 396,880 111,237 111,237 222,475 309,240 273,645 355,959 709,697 391,557 131,260 386,018 140,844 744,000 4,100,000 3,900,000 1,288,131 7,731,027 2,658,581 2,431,656 1,793,154 2,542,897 4,413,488 4,812,357 6,491,000 8,928,000 9,000,000 19,418,880 16,127,412 50,476,622 19,372,853 489,038,065 960,448,720 388,377,600 shares issued shares es Shar Equity Shar
Allotment under ESOP Allotment under ESOP Issued for acquisition of stake in overseas Company Swap Share by way of Share ` 10 each to ` 1 each 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 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 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 Right Issue Public Issue Allotment under ESOP 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 Particulars 19. a) e CapitalBuild-up 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 eference Shares –ClassA c) eference Shares b) Month Month Preference Shares Equity Shares Particulars Particulars Issued toshareholders ofDMCLpursuanttotheScheme. Scheme as‘BonusPreference Shares’ Issued toequityshareholders ofZEELpursuanttothe 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 May 2014 June 2014 July 2014 August 2014 September 2014 October 2014 November 2014 December 2014 January 2015 February 2015 March 2015
Pr Pr High(`) 282.75 301.90 294.50 310.75 299.80 316.35 350.30 401.60 388.40 400.00 377.50 371.00 High(`) 0.89 0.90 0.90 0.88 0.88 0.85 0.84 0.83 0.80 0.77 0.79 0.80 259.05 261.05 261.10 282.15 265.25 274.20 301.35 343.55 358.85 354.15 340.10 330.55 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 37,27,125 Volume of 89,84,618 30,54,171 29,71,207 21,38,018 26,59,935 13,31,756 22,18,493 14,65,322 12,76,825 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 (`) 282.90 302.00 294.85 310.85 300.00 316.90 353.60 402.40 388.95 400.05 376.30 370.95 shares issued shares issued High (`) 22,273,886 report oncorporategovernance 0.80 0.90 0.90 0.90 0.90 0.90 0.85 0.85 0.85 0.80 0.80 0.80 No. of No. of statutory reportsstatutory Low (`) Low (`) 258.95 260.60 260.65 282.00 265.05 274.10 303.25 343.40 357.90 354.05 340.00 331.00 NSE 0.75 0.80 0.85 0.85 0.85 0.80 0.80 0.80 0.75 0.75 0.75 0.70 NSE Shares Traded Shares Traded 11,25,24,851 11,43,12,967 2,19,38,218 1,79,30,686 3,53,40,743 3,53,39,004 4,88,10,510 6,64,33,152 4,34,55,044 3,75,24,130 5,18,87,569 3,81,30,199 3,23,42,741 3,80,56,479 4,01,63,697 3,53,93,070 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
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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 Up to5000 5001 –10000 Total 100001 andAbove 50001-100000 40001-50000 30001-40000 20001-30000 10001-20000 Up to5000 Promoters 5001 –10000 Individuals 10001-20000 Domestic Companies 20001-30000 FI, MF&Banks 30001-40000 FIIs, OCBs&NRI 40001-50000 Total 50001-100000 100001 andAbove Total
Categories ofShar Distribution ofShar eholders asonMarch 31,2015 eholding asonMarch 31,2015 holding Number 100.00 Number Share Holders 88,551 75,806 Share Holders 88,550 87,522 43.07 50.24 % of 5,434 2,603 1,295 1,151 1,309 2.25 2.32 2.12 Equity 366 587 320 185 284 91 33 46 69 960,448,720 413,670,212 482,513,758 % ofHolders shares held % ofHolders 21,605,104 22,317,630 20,342,016 100.00 No. of 100.00 85.61 98.84 6.14 2.94 1.46 0.41 1.30 0.66 1.48 0.36 0.21 0.32 0.10 0.04 0.05 0.08 20,169,423,120 19,855,791,539 report oncorporategovernance 960,448,720 929,747,698 14,925,060 98,360,468 40,452,387 35,600,647 30,382,838 12,579,349 52,036,826 44,219,066 2,567,457 2,031,539 6,380,118 1,469,550 1,641,353 1,685,945 holding 100.00 Number Number No. ofShares statutory reportsstatutory 35.32 14.28 17.89 30.55 No. ofShares Preference % of 1.96 20,169,423,120 7,123,264,506 2,880,152,667 3,608,482,739 6,162,097,035 % ofCapital 395,426,173 % ofCapital shares held 100.00 100.00 No. of 96.80 98.44 1.55 0.27 0.21 0.67 0.15 0.17 0.18 0.49 0.20 0.18 0.15 0.06 0.26 0.22
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% ANIES ANIES 14.28% 2.25% PROMOTERS FIIS / NRIS / OCBS INDIAN COMP INDIVIDUALS FIS / MF/ BANK FIIS / NRIS / OCBS PROMOTERS INDIAN COMP INDIVIDUALS FIS / MF/ BANK
eholding 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 Shar Shar
1 2 3 4 5 6 7 Sr 24. a) Equity 31,2015 asonMarch Group &Promoter eholding ofPromoter 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 op ten(10)PublicShareholding asonMarch 31,2015 Equity Shares b) Preference Sr Sr Sr 1 1 6 5 4 3 2 1 2 2 3 3 4 4 5 5 6 6 7 7 8 8 9 9 10 10
T Name ofShareholder Name ofShareholder Name ofShareholder Oppenheimer DevelopingMarketsFund Oppenheimer DevelopingMarketsFund Total Essel LandmarkPrivateLimited Cyquator MediaServicesPvt.Ltd Veena InvestmentPvt.Ltd Essel Infraprojects Ltd Sprit Textiles Pvt.Ltd. Essel MediaVentures Ltd,Mauritius ICICI PrudentialLifeInsuranceCompanyLtd Euro pacificGrowth Fund Credit Suisse(Singapore) Limited Ontario Teachers’ Pension PlanBoard –NP3A-All SBI LifeInsuranceCompanyLtd New World FundINC Sanjay PopatlalJain Vanguard Growth International Fund ECL FinanceLimited ofSingaporeGovernment Reliance AssetCapitalManagementLimited International Columbia Acorn Oppenheimer GlobalFund Oppenheimer GlobalFund New World FundINC Vanguard EquityIndexXFund International Vanguard EmergingMarketsStockIndexFundASeriesof Ontario Teachers’ PensionPlanBoard –NP3A-All Goldman Sachs(Singapore) PTE Total Total 7,123,264,506 6,009,491,365 4,120,000,000 2,160,654,006 1,895,913,054 1,320,809,586 204,869,416 842,600,000 640,628,846 377,666,078 360,000,000 313,178,873 298,600,000 294,074,928 260,820,000 247,800,000 report oncorporategovernance Shares held Shares held Shares held 68,716,575 31,171,178 17,800,000 16,175,036 14,434,499 13,557,879 13,478,000 10,974,158 9,875,585 8,686,506 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% 9.40% 7.15% 6.55% 3.25% 3.18% 1.85% 1.87% 1.68% 1.78% 1.50% 1.55% 1.41% 1.48% 1.40% 1.46% 1.14% 1.03% 1.29% 0.90% 1.23% 29.79 % of % of % of
103 Zee Studio, Zee Café
Zee Marathi, Zee Talkies, Zee Bangla, Zee Bangla Zee Marathi, Zee Talkies, Zee Salaam Zee Khana Khazana, Zee Q est: Zee TV, Zee Smile, Zee Anmol, Zindagi, &tv Zee TV, nate Lifestyle: 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 Alter Niche and Special Inter HD: Hindi Entertainment: Hindi Movies: style: English Entertainment, Movies and Life Regional Language Entertainment: Music: Sports: Cinema, Zee Telegu, Zee Kannada, Zee Tamil Cinema, Zee Telegu,
v. vi. vii. viii. ix. 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. Apart from the channels listed above which are available in India, 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 rate a growth ` 918 billion in 2013 to ` 1,026 billion in 2014, registering from industry grew ` 475 billion in 2014, registering ` 417 billion in 2013 to from sector grew of 12%. Television FICCI-KPMG Indian Media and Entertainment Industry Report of 14%. (Source: a growth 2015) media was ` 414 billion in 2014 contributing to 40% of Media 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) 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
417
475 billion in 2014,
billion in 2013 to Television sector Television ` from grew ` a growth registering of 14%. investing in tomorrow in investing
management discussion management and analysis and
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 TVshowslikeTheBig BangTheory, 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 ong player in the Bangla GEC space with 35% market ong player in the Bangla GEC space with nered a 14% market share in the Karnataka market and has added a 14% market share nered eased its market share to more than 50% during the year and than 50% during the year and to more eased its market share share. Zee Bangla performed extremely well in the non-fiction genre, 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 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. Zee Bangla continued to be a str Zee T Zee Kannada gar Zee T Zee Marathi incr of23%hasbecomeacloseno.3playerintheTelugu elugu, withamarketshare ratedshowson GECs.Top intheNo.3positionamongallTamil amil remained
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 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, 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. 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 The keyelementsofZEE’s strategyduringtheyearwere BUSINESS STRATEGY (iii) (ii) (i) (v) (iv) (iii) (ii) (i) Key highlightsduringtheyearinclude: its dominanceinthegeographieswhere itoperates. SA channels.Duringtheyear, theCompanyundertookvariousinitiativestofurtherstrengthen continues itsdominantpositioninUS,MiddleEast&Africatermsofviewershipwithinthe SouthAsian(SA)Businessglobally.Zee NetworkdominatestheInternational ZeeTV amil andZeeKhanaKhazanawere launchedintheIndianOceanIslands. orld, ourfirstdubbedEnglishGECwithIndiancontentformainstream African
Zee AflamconsolidateditspositionasthetopBollywoodchannelcateringtoArabic Zee TVlaunchedParwaaz,adramaseriesthatwasentir Zee TVcontinuedtobetheNumber1SouthAsianchannelbothintermsofGRPsand Zee T Zee CinemaInter Zee W &TV waslaunchedintheUKmarket Zee celebrated20yearsofitspr In US,Zeechannelswer Zee NungwaslaunchedinThailandwhichisa24/7Bollywoodmoviechannellocalized ZEE launchedaGEC,ZeeHiburan,inIndonesia,whichisfullydubbedandsubtitled Zee Alwancontinuestogr 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 oncostsacr India isafastdigitizingmarketandtheconsumershifttowar Concentrate onadditionalr In FY2015,ZEElaunchedtwoHindiGECs-Zindagiand&tv Invest ingr Maintain consistentlyhighstandar Fortify itsexpansionintheinter Rationalize oncostsacr to concentrateonadditionalr to investingr owth opportunitiestosafeguard businessleadershipinacompetitive owth opportunitiestosafeguard business leadershipinacompetitive national waslaunchedinAfrica. oss different heads e addedontoadditionalplatformslikeCharter oss different heads ow itsreach inthemarketwithshows likeJodhaAkbar, evenues from digitization: evenues from digitization national markets esence inUKandEurope market ds ofcorporategovernance management discussionandanalysis ely produced intheUAE.This , tofurtherenhancemarket ds digitalservicesis statutory reportsstatutory
107 nance is critical to sustaining corporate development, nance is critical to sustaining national markets: nance: , the Company undertook various initiatives to further strengthen its various initiatives to further strengthen , the Company undertook Fortify its expansion in the inter Fortify its expansion During the year Corporate Gover good gover ZEE firmly believes that 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
(iv) (v) 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 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 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 36,535 32,602 Amount 26,848 23,329 2010 -11 2011 -12 2012 -13 2013 - 14 2014 -15 22,310 TS OF OPERATIONS – RESUL
5,000 30,000 20,000 10,000 40,000 35,000 25,000 15,000 Revenue from Operations Revenue from ` 30,757 million in FY 2014 by ` 3,505 million or 11% from Operating Revenue increased of income, the advertisement revenue to ` 34,262 million in FY 2015. Among major sources by 11% to ` 22,284 million in FY 2015 as against ` 20,037 million in FY has increased ` 8,705 of 9% by ` 745 million from a growth has recorded 2014 and Subscription revenue of DTH and Cable million in FY 2014 to ` 9,450 million in FY 2015 due to continuous growth Subscribers. & Other Income Interest ` 1,845 million in FY 2014 by ` 428 million i.e. 23% from & Other income increased Interest in interest is attributable mainly to increase to ` 2,273 million in FY 2015. The increase by income by ` 310 million, liabilities written back by ` 192 million which is partially offset exchange fluctuation by ` 99 in dividend income by ` 75 million and gain from decrease million. Expenditure Total ` 20,442 million in by ` 3,373 million or 17% from increased Operational expenditure Total as in FY 2015, 65% of total revenue FY 2014 to ` 23,815 million in FY 2015. It represents to 63% in FY 2014. compared 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 2014 to ` 32,602 million in FY from by ` 3,933 million or 12% increased revenue Total Revenue. in Broadcasting 2015 driven by increase ` 36,535 million in FY 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`242millionor72%,from `338millionto ` 580million.Increase Depreciation andAmortisation FY 2014. Finance costhasreduced by`54millionto18inFY2015from `72millionin Finance Cost in operationalcostsby`397millionandincrease inpersonnelandotherexpenses. Operating profit ismainlyduetoincrease inbroadcasting revenue partiallyoffset byincrease ` 10,448millioninFY2015.Theoperatingmarginisat30%for FY2015.Increase in Operating profit increased by`133million,or1%,from `10,315millioninFY2014to Operating Profit and marketingcostpartiallyoffset bydecrease indistributioncost. million. Theincrease inotherexpenses ismainlyonaccountofhigherspendadvertising Other expenseshasincreased by`2,388millionor47%from ` 5,113millionto7,501 Other expenses ` 2,816millioninFY2015. Personnel costhasincreased by `588millioni.e.26%from `2,228millioninFY2014to Personnel Cost million inprevious year. Company impaired program andfilmrightsof`641millionduringtheyear, asagainst`447 account ofbigsportingeventsduringtheyearandlaunchtwonewchannels.Further, the ` 13,498millioninFY2015.Increase inoperatingcostisduetohigherprogramming coston Operational costincreased by`397millionor3%,from ` 13,101millioninFY2014to Operational Cost/ofGoods (` Millions) Total Expenditure Following chartdepictsthemovementoftotaloperatingexpenditure overlast5years: 15,000 25,000 30,000 10,000 20,000 5,000 – 13,864 00-121 1 02-321 42014-15 2013-14 2012-13 2011-12 2010 -11 15,771 17,036 Amount management discussionandanalysis 20,442 statutory reportsstatutory 23,815
111 ` 1,085 million mainly FINANCIAL POSITION
Profit Before Tax Before Profit 2014 to ` 11,750 million in FY by ` 372 million or 3% from tax increased before Profit in resulting in revenue is attributable to increase 2015. The increase ` 12,122 million in FY operations. from profits improved for Taxation Provision at ` 3,804 million. for taxation was Net provision Tax for the Period After Profit ` 7,723 million. by ` 595 million to ` 8,318 million from 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 ` 960 million. 2015 stands to of the Company as at 31 March, Capital Share . 1 each, to 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 ` 20,192 million. share the paid-up preference Consequently, Loan Funds ` 16 million. These at ` 12 million down from 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 ` 275 millions as benefits have gone up from pertaining to retirement Long term provisions 2015. 2014 to ` 394 million as on 31 March, on 31 March, Liabilities and Provisions Current Payables, Statutory Dues, Trade mainly representing Liabilities and Provisions Current by ` 2,505 and other payables etc. The same has increased provisions Unearned revenue, 2014. ` 7,197 million as on 31 March, 2015 from million to ` 9,702 million as on 31 March, in trade payables by ` 481 millions, other is mainly attributable to increase The increase by by ` 110 million which is partially offset payables by ` 807 million and cheques overdrawn customers by ` 163 million. from in advance received reduction Application of Funds Fixed Assets by Fixed Assets block increased Gross the Company’s During the year, on account of purchase of plant and machinery and Capitalisation of expenditure incurred 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. by ` 203 million due to impairment and disposal of block has reduced Gross During the year, block (net book Gross ` 143 million from various obsolete assets which include assets retired value of ` 53 million). 2015. by ` 118 million to ` 879 million as on 31 March, reduced in Progress Capital Work
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
in current assetsby` & BankBalances,ShorttermloansandadvancesOtherCurrent Assets.Theincrease Current Assetsmainlyrepresent current investment,Inventories,Trade Receivables,Cash Current Assets of paymentadvancetax`2,192millionpartiallyoffset byreduction inloantosubsidiary. 31 March, 2014to`6,571millionason31March, 2015.Theincrease ismainly onaccount The increase of`114millioninthelongtermloansandadvancesfrom `6,457millionason Long termloansandadvances ` 6,593Millionason31March, 2015. Non-current Investmentshavereduced from `8,080millionason31March, 2014to Non-Current Investments subsidiaries. to `516millionon31March, 2015mainlyonaccountofreduction inotherreceivables from Other current assetshavereduced by`580millionfrom `1,096millionon31March, 2014 Other current assets ` 4,911millionon31March, 2014to`10,327millionon31March, 2015. There wasanincrease of`5,416millionincurrent portionof loansandadvancesfrom Loans andAdvances(Current) million asagainst`1,646on31March, 2014. The cashandbankbalanceslyingwiththeCompany, ason31March, 2015was`3,012 Cash andBankBalances in FY2015asagainst95daysofsales2014. FY 2015asagainst` Trade receivables netoff provision forbadanddoubtfuldebtsstoodat` Trade Receivables million ason31March, 2014to ` 12,071millionason31March, 2015. Programs andFilmrightsheld bytheCompanyincreased by`869millionfrom `11,202 Inventories from `2,000millionason31March, 2014. Current Investmenthasincreased by`2,495millionto4,495ason31March, 2015 Current Investment ` attributable toincrease ininventoriesby` ` 1,366million. 5,416million,current investmentby` 7,980millioninFY2014.TheageofNetDebtorsis89dayssales 9,904millionfrom ` 2,495millionandcash&equivalentby 869million,Shorttermloansandadvancesby 28,835millionto` management discussionandanalysis 38,739millionismainly statutory reportsstatutory 8,318millionin
113 51,115 46,024 Amount 38,457 31,789 30,970 2010 -11 2011 -12 2012 -13 2013 - 14 2014 -15 TS OF OPERATIONS RESUL
60,000 50,000 40,000 30,000 20,000 10,000 Total Revenue Total (` Millions) Revenue from Operations Revenue from ` 44,217 million in FY 2014 to by ` 4,620 million or 10% from increased Operating revenue ` 48,837 million in FY 2015. of ` 2,802 million i.e. 12% to was witnessed in advertisement revenues Overall growth ` 26,603 million in FY 2015 as against ` 23,801 million in FY 2014. Subscription Revenue ` 18,022 million in FY 2014 to ` 17,935 million in FY 2015. by ` 87 million from has reduced and Film Sales – media content includes Syndication sale of Sports rights, Programs ` 1,730 by ` 2,019 million to ` 3,749 million in FY 2015 from rights which has increased million in FY 2014. Other Income ` 1,807 million in FY 2014 to ` 2,278 by ` 471 million or 26% from Other income increased income by ` 201 in other income is mainly on account of interest million in FY 2015. Increase investment of ` 269 million. on sale of treasury million and profit Expenditure ` 32,174 million to by ` 4,125 million or 13% from increased Operational expenditure Total in cost is attributable to higher content costs as well as the ` 36,299 million. This increase in Administrative & Marketing Spends. increase 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 2014 to ` 46,024 million in FY from by ` 5,091 million, or 11% increased revenue Total income. higher broadcasting ` 51,115 million in FY 2015 on account of Revenue over last 5 years: Total Following chart depicts the movement of
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 Depreciation increased by`172million,or34%,from `501millioninFY2014to ` 673 Depreciation andAmortisation Finance expensesreduced by`55millionor35%from `158millionto103million. Finance Expenses marketing spendstobuildthebusiness. which ispartiallyoffset byincrease inoperatingcostsi.e.higherinvestmentcontentand operating profit ismainlyattributabletoincrease inbroadcasting revenue duringtheyear ` 12,538millioninFY2015.Theoperatingmarginisat26%for FY2015.Theincrease in Operating profit increased by`495million,or4%,from `12,043millioninFY2014to Operating Profit on advertisingandmarketingcostincurred bytheCompany. in FY2014to`10,408million2015.Theincrease ismainlyonaccountofhigherspend Administrative andOtherexpensesincreased by`2,817millionor37%from` 7,591million Other expenses million inFY2015. Employee costincrease by`603million,or15%,from ` 3,895millioninFY2014to4,498 Employee BenefitExpenses as launchofnewchannels. increase incostonacquisition andamortizationofprogramming andsportscontentaswell 20,688 millioninFY2014.Theoverallincrease inoperationalcostismainlyattributableto Operational costhasincreased by `705millionto21,393inFY2015asagainst Operational Cost/ofGoods (` Millions) Total Expenditure Following chartdepictsthemovementofoperatingexpenditure overlast5years: 15,000 25,000 35,000 40,000 10,000 20,000 30,000 5,000 – 00-121 1 02-321 42014-15 2013-14 2012-13 2011-12 2010 -11 21,868 23,010 27,453 Amount management discussionandanalysis 32,174 statutory reportsstatutory 36,299
115 FINANCIAL POSITION
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 Diligent Media of `. 1 each fully paid up, to the shareholders shares Preference Corporation Limited, pursuant to the Scheme of Arrangement. Loan Funds to related 2015. These loan funds are loan funds stood at ` 12 million as on 31 March, Total vehicle loan taken by the Company. Long term Provisions ` by ` 145 million from benefits have increased consisting of retirement Long term provisions 2015. 335 million to ` 480 million as on 31 March, liabilities Non Current syndication of content. towards the advance received liabilities represent Non current Liabilities and Provisions Current by ` 1,573 million during the year mainly have increased Liabilities and Provisions Current by dividend by ` 1,352 million partially offset for preference in provision due to increase and Other Payables by ` 292 million. in Trade reduction 2015 is at ` 13,776 million vis-a-vis as on 31 March, liabilities and Provisions Current 2014. ` 12,203 million on 31 March, Profit Before Tax Before Profit 2014 to ` 13,191 million in FY by ` 849 million or 6% from tax increased before Profit 2015. ` 14,040 million in FY for Taxation Provision ` 4,291 from ` 4,285 million in FY 2015 by ` 6 million to 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 of is loss of ` 37 million in FY 2015 as against profit Thailand Limited as Associate Company ` 2 million in FY 2014. Minority Interest of loss was year net share on account of current Minority interest Receivable from Limited (26%) and of minorities of Zee Turner ` 57 million in FY 2015. This includes share Private Limited (49%). India Webportal Tax for the year After Net Profit ` 8,921 million. The Net by 10% to ` 9,775 million from tax for the year increased after Profit to FY 2014. remained static at 20% in FY 2015 as compared has margin 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 2,024 millionmainlyduetotradeadvancesgiven. 31 March, 2014to`11,576milliononMarch 31,2015.Otheradvancesincreased by` There isanincrease inloansandadvancesby`2,470millionfrom `9,106millionason Short termloans,advancesandothercurrent assets million asagainst`5,644on31March, 2014. The cashandbankbalanceslyingwiththeCompany, ason31March, 2015was`7,365 Cash andBankBalances FY 2014. age ofNetDebtorsis80dayssalesinFY2015asagainst85 FY 2015asagainst` Trade receivables netoff provision forbadanddoubtfuldebtsstoodat` Trade Receivables unamortised filmrightsandprogrammes. on 31March, 2014to`11,878millionon31March, 2015. Theincrease mainlyrepresents Programs, Filmrightsheld bytheCompanyhasmarginallyincreased from `11,736million Inventories Current Assets ` 7,686millionfrom `42,116millioninFY2014to ` 49,802millioninFY2015. There hasbeenanoverall increase incurrent assetswhereby theassetsstandincreased by Current Assets attributable toincrease inadvance taxnetby`2,363million. ` 5,629millioninFY2015asagainst2,8712014.Theincrease ismainly advance taxes,claimreceivables andotherassetshaveincreased by`2,758millionto The longtermloans,advancesandothernoncurrent assetsconsistingofcapitaladvances, Long termloans,advancesandothernon-current assets. 31 March, 2015from `2,941millionmainlyrepresents treasury investments. The decrease of`1,477millioninnoncurrent investmentsto`1,464millionasat Non Current Investments Capital Work inprogress decreased by`119millionto878ason31March, 2015. ` 56million.Thecapitalexpenditure wasmainlyfundedfrom accruals. internal assets duetoimpairment/disposalofvariousobsoleteaggregating tonetbookvalue foreign exchangetranslationofforeign subsidiaryassets.There isapartialreduction in increase ismainlyonaccountofpurchase ofplantandmachinery andotherassetsincluding During theyear, theCompany’s Gross FixedAssetsblockincreased by`1,296million.This Fixed Assets Application ofFunds 10,281millioninFY2014reflecting anincrease of` management discussionandanalysis statutory reportsstatutory 10,692millionin 411million.The
117
ch 31, 2015 oadcasting of General . Annie Besant Road, Worli, Mumbai 400018 Mumbai Worli, . Annie Besant Road, Continental Building, 135, Continental Building, April 1, 2014 – Mar Zee Entertainment Enterprises Limited Zee Entertainment Enterprises L92132MH1982PLC028767 www.zeetelevision.com [email protected] ` 21,130 Million ` 34,262 Million ` 8,318 Million Dr
: : : : : : : : :
ovides Broadcasting Services and is engaged in the business ovides Broadcasting
oadcasting business, apart from Advertisement revenue and Advertisement revenue oadcasting business, apart from
ear reported s television channels reach out to over 959 Million viewers across 169 countries. 169 countries. out to over 959 Million viewers across s television channels reach ed Address
ee key products/services that the Company manufactures/provides (as in that the Company manufactures/provides ee key products/services Paid up Capital T T Company’s international business operations Number of International Company’s 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. carried out Number of National Locations: Indian operations of the Company are 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 Register Website Email id List thr The Company mainly pr As part of the said br T i) ii) Markets served by the Company: Company’ Financial Y in (industrial activity code-wise): Sector(s) that the Company is engaged of Br The Company is mainly engaged in the business 1. 2. 3. otal Revenue aftertaxes otal Profit 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. 5. (STANDALONE OPERATIONS) (STANDALONE OF THE COMPANY SECTION B: FINANCIAL DETAILS 8. 9. activityisundertakenbytheCompany: business otal numberoflocationswhere 10. 6. 7.
investing in tomorrow in investing
responsibility report responsibility business
118 Annual Report2014-15 1. SECTION D:BRINFORMATION 3. 2. 1. SECTION C:OTHERDETAILS 5. otal SpendingonCorporateSocialResponsibility(CSR)aspercentage ofprofit 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 Do anyotherentity/entities(e.g.suppliers,distributorsetc.)thattheCompany No Do theSubsidiaryCompany/CompaniesparticipateinBRinitiativesof As atMar Does theCompanyhaveanySubsidiaryCompany/Companies? Please r List ofactivitiesinwhichexpenditur During theyearunder T b) a) Details ofDir No
(DIN -00031263)ManagingDirector &CEOoftheCompany. BR PoliciesoftheCompanyisultimatelyshouldered byMr. PunitGoenka implemented byManagementatalllevels.Theresponsibility forimplementationof are engrainedinday-to-day businessoperationsoftheCompanyandare policy/policies: Details oftheBRhead: All CorporatePoliciesincludingtheBusinessResponsibilityofCompany Details oftheDir Sr 5 4 3 2 1 efer thereport onCSRactivitiescontainedinthisAnnualReport. ch 31,2015,theCompanyhas20subsidiaries,including15direct andindirect Particulars E mailId Telephone Number Designation Name DIN Number ector/Directors responsible forBR: , theCompanyhasspentapprox 2.02%ofitscurrent profits ector/Directors responsible forimplementationoftheBR e in4abovehasbeenincurred Details [email protected] 022 –24831234 Managing Director &ChiefExecutiveOfficer Mr PunitGeonka 00031263 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 Within the overall guidance of the Board, the Corporate Policies are framed and/ Within the Corporate Policies are the overall guidance of the Board, 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 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 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 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 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 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 Questions
Sr No 1 2 3 5 4 6 8 9 10 7 1 2 3 4 5 6 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. Transparency andAccountability themselveswithEthics, Principle 1:Businessesshouldconductandgovern SECTION E:PRINCIPLE-WISEPERFORMANCE contribute tosustainabilitythroughout theirlifecycle Principle 2:Businessesshouldprovide goodsandservicesthatare safeand 2. 1. 2. 1. nance related toBR: 3.
Does theCompanypublishaBRorsustainabilityReport?Whatishyperlinkfor Indicate thefr 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 Does thepolicyr The CompanyhadstartedpublishingBRr The assessmentofBRperformanceisdoneonanongoingbasisbytheManaging Gover ii. i. For eachsuchpr The Company’ List upto3ofyourpr As mentionedintheCorporateGover How manystakeholders’complaintshavebeenr Though theCompany’ The CompanyconsidersCorporateGover
the previous year? Reduction during usagebyconsumers(ener Reduction duringsour s broadcasting servicesanddistributionofcontentsthereof are in equency withwhichtheBoard ofDirectors, Committee oftheBoard elating toethics,briberyandcorruptionapplyonlytheCompany? oduct, provide thefollowingdetailsinrespect ofresource use s policiescurrently stakeholdersincluding donotapply to external oducts orserviceswhosedesignhasincorporatedsocial or cing/production/distribution throughout thevaluechain nance Report,25complaintswere received from nance as an integral part of management. The nance asanintegralpartofmanagement.The eport from financialyear2012-13onayearly gy, water)hasbeenachievedsince eceived inthepastfinancial business responsibility report statutory reportsstatutory
121 Nil 430 egular basis and also ed on temporary/contractual/ e carried out from commercial hubs commercial e carried out from 2,121 ecycle products and waste? If yes what ecycle products ocure goods and services from local and local and and services from goods ocure elationship with its content providers, vendors and providers, elationship with its content ovider, it does not discharge any effluent or waste. it does not discharge any effluent ovider, ocedures in place for sustainable sourcing (including sourcing in place for sustainable ocedures centage of your above mentioned employees were given safety and skill centage of your above mentioned employees were What per The Company organizes various training sessions in-house on a r Does the Company have a mechanism to r Does the Company have a mechanism As the Company is a service pr Please indicate the total number of employees: hir 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 pr Does the Company a healthy r The Company maintains Has Company taken any steps to pr ar 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: 265 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? NA 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, (one) sexual 1 None pending at the end of financial year. 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. 5. 6. 7. 3. 4. 3. 2. 4. investing in tomorrow in investing business responsibility report responsibility business
122 Annual Report2014-15 Principle 5:Businessshouldrespect andpromote humanrights e were nocomplaintsreported onviolationofanyHumanrightsduringthefinancial 2. 1. e there any specialinitiativestakenbytheCompanytoengagewith 3. 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 Yes Out oftheabove,hasCompanyidentifieddisadvantaged,vulnerableand However thepr The Companyhasmappedinitsinter Has theCompanymappeditsinter Ther How manystakeholdercomplaintshavebeenr Zee believesthatanorganizationr Does thepolicyofCompanyonhumanrightscoveronly theCompanyor Apart fr As partofitsbusinessoperations,theCompanysupportsvariousinitiativestocr Ar om thesetheCompanyhasexecutedvariousCSRinitiativesdetailedwhereof ocess ofmappingstakeholdersisanongoingeffort ofupdationon ests onafoundationofbusinessethicsandvaluing nal and external shareholdersnal andexternal ? nal and external stakeholders,themajor/key nal andexternal eceived inthepastfinancialyear business responsibility report statutory reportsstatutory eate
123 , energy , energy oadcasting, does not onmental risks? Y/N ess global environmental ess global environmental oadcasting does not involve in any oadcasting does not involve in any oadcasting does not involve in any eceived from CPCB/SPCB which are CPCB/SPCB which are eceived from ough above associations for advancement or oject related to Clean Development Mechanism? oject related es Association oducer Council ding the environment for long term sustainability is of prime for long term ding the environment elated to principle 6 cover only the Company or extend to the 6 cover only the Company or extend to elated to principle oadcasting Foundation Indian Film & TV Pr Indian Motion Pictur Br Indian Council of Arbitration Indian Br Advertising Agencies Association of India
C. D. E. F Have you advocated/lobbied thr The Company has been active in various business associations and supports / No, the Company being in the business of Br No, the Company being in the business initiatives on – clean technology Has Company undertaken any other of Br No, the Company being in the business Ar Not applicable, since the Company being in the business of Br Number of show cause/legal notices r Nil 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 r Nurturing and safeguar have strategies/initiatives to addr Does the Company No potential envir Does the company identify and assess of Br No, the Company being in the business Does the Company have any pr 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. 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 is filed? compliance report environmental
. 2. Council oadcast AudienceResearch 5. 6. bytheCompanywithinpermissiblelimits generated e theEmissions/Waste 7. 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. 3. 4. investing in tomorrow in investing business responsibility report responsibility business
124 Annual Report2014-15 4. e anycasefiledbystakeholderagainst theCompany regarding unfair 3. 2. e are nomaterialconsumercases/customercomplaintsoutstandingasattheend 1. consumers inaresponsible manner Principle 9:Businessshouldengagewithandprovide valuetotheircustomersand 5. 4. 3. e theprogrammes/projects undertaken through in-houseteam/ownfoundation/ 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. Refer detailsofCSRcontributionsintheAnnualr What isCompany’ The CSRteamoftheCompanyr Have youdoneanyimpactassessmentofyourinitiative? The CompanygenerallyundertakesCSRpr Ar Requisite detailsofCSRinitiativesar Does theCompanyhavespecifiedpr Apart fr Did yourCompanycarryoutanyconsumersurvey/consumer satisfactiontr None Is ther Not applicable Does theCompanydisplaypr Ther What per Yes Have youtakenstepstoensur om televisionratingssignifyingpopularityandviewershipof variousTelevision centage ofcustomercomplaints/consumercasesasontheend s direct contributiontocommunity developmentprojects- oduct informationontheproduct label, overand e thatthiscommunitydevelopmentinitiativeis egularly doesimpactassessmentofvariousinitiatives e includedintheAnnualReportonCSRforming ogrammes/initiatives/projects inpursuitof ojects inpartnershipwithvariousagencies. eport onCSRformingpartofthis business responsibility report statutory reportsstatutory ends?
125 ficer Mihir Modi Chief Finance & Strategy Of
esent a true and fair view of the Company’s affairs affairs esent a true and fair view of the Company’s
e has not been any significant change in internal control over financial reporting; over financial internale has not been any significant change in control in accounting policies; and e have not been any significant changes that involve aware e have been no instances of significant fraud of which we are ther ther ther these statements do not contain any materially untrue statement or omit any not contain any materially untrue statement these statements do these statements together pr 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) W i) ii) T W 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 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.
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) yearended andcashflowstatementforthe thefinancialstatements e havereviewed b) intobytheCompany o thebestofourknowledgeandbelief,notransactionsentered c) forfinancial internal forestablishingandmaintaining controls responsibility e accept 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 espect W the information and explanations
As r a) W Our opinion is not modified in r As r In our opinion and to the best of our In our opinion and to Act, we report 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 explanations given to us, we give in the a Statement on the matters Annexure specified in paragraphs 3 and 4 of the Order. information and according to the 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. our audit opinion on the standalone our audit opinion on financial statements.
7. 143(3)ofthe bySection equired e havesoughtandobtainedall 5. attentiontoNote43ofthe e draw 6. bythe‘Companies equired 4. Report on other Legal and Regulatory requirements Emphasis of Matters Opinion W An audit involves performing Our r W W we have obtained is sufficient and we have obtained is sufficient a basis for to provide appropriate procedures 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 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. 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 from free the financial statements are material misstatement.
e believethattheauditevidence
3. an esponsibility istoexpress the e havetakenintoaccount ourauditinaccordance e conducted Auditor’s Responsibility Auditor’s
s Board of Directors Directors of s Board
The Company’ W 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 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, 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; 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, 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 whether due to fraud or error. standalone financial statements of Zee standalone financial 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 other explanatory information.
2. 1. auditedtheaccompanying e have To The members of Enterprises Limited Zee Entertainment Financial Report on the Standalone Statements investing in tomorrow in investing Management’s Responsibility for the Responsibility for Management’s Standalone Financial Statements
auditors’ report auditors’ independent
128 ) Annual Report2014-15 e) d c) b)
purposes ofouraudit; and beliefwere necessaryforthe which tothebestofourknowledge 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 On thebasisofwritten In ouropinion,theafor The BalanceSheet,theStatement In ouropinion,pr oper booksof esaid i. ith respect totheothermatters 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 i. W i
have anylong-termcontracts financial statements; Notes 26and27tothe statements –Refer position initsfinancial litigations onitsfinancial the impactofpending The Companyhasdisclosed The Companydidnot
21 May2015 Mumbai, Firm RegistrationNumber101169W/W-100035 iii.
losses; and were anymaterialforeseeable contracts forwhichthere including derivative Company. and Protection Fundbythe to theInvestorEducation required tobetransferred in transferringamounts Ther financial statements Membership Number107832 e hasbeennodelay Chartered Accountants For MGB&Co.LLP Hitendra Bhandari
Standalone Partner
129
nment of India has Undisputed statutory dues There are no undisputed no undisputed are There 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 deposited with the regularly authorities. appropriate amounts payable in respect dues outstanding of aforesaid 2015 for a as at 31 March period of more than six months than six months period of more the date they became from payable.
The Company has not accepted any The Company has not The Central Gover Accor (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) ofthe ding totherecords
ding to the ding to the
ocedures ofocedures In our opinion, the pr 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 accor (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 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. proper records showing full showing full records proper particulars including quantitative details and situation of its fixed assets. Integrated Receiver Decoders (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 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.
(a) ( (a)
(ii) b) (i) Annexure referred to in Paragraph 6 referred Annexure of “Report on Other under the heading of Requirements” Legal and Regulatory 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 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
financial year. year orintheimmediatelypreceding cash lossesduringthecurrent financial financial yearandhasnotincurred any accumulated lossesattheendof repayment of duestobanksand 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 Companyhastransferr Accor ding totherecords oftheCompany, theduesofservicetaxandincomewhichare notdeposited onaccountofany Nature oftheDues Source (including Tax Deductedat ed Income Tax Service Tax
interest) (xi) (x)
debentures duringtheyear. The Companyhasnotissuedany financial institutionsduringtheyear. were raised. applied forthepurposewhich they during theyearwhichhavebeen Company. not prejudicial totheinterests ofthe others from banksare primafacie for loanstakenbysubsidiariesand the Companyhasgivenguarantees us, thetermsandconditionsonwhich information andexplanationsgivento The Companyhasraisedterm loans In ouropinionandaccor (` 176,706)^ (` 426,630)^ (`/million) Amount 3,085 293 148 312 262 45* 18 43 15 10 69 3* 5 5 0 2 1 0 1
Period towhichthe F.Y. 2007-2008 F.Y. 2008-2009 F.Y. 2007-2008 F.Y. 2009-2010 F.Y. 2010-2011 F.Y. 2009-2010 F.Y. 2004-2005 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. 1995-1996 F.Y. 2013-2014 F.Y. 2012-2013 F.Y. 2011-2012 F.Y. 2010-2011 F.Y. 2007-2008 amount relate ding tothe
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 ontheauditpr 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 MGB&Co.LLP Hitendra Bhandari ocedures High Court High Court Standalone Tribunal Partner
131 70 16 997 172 275 291 2014 2,558 3,625 1,755 8,080 2,186 3,256 7,197 6,457 2,000 7,980 1,646 4,911 1,096 21,130 18,551 39,681 18,334 47,169 11,202 28,835 47,169 (` Millions) 12 274 879 266 394 406 516 2015 4,351 2,661 3,814 2,236 6,593 3,115 9,702 6,571 4,495 8,318 3,012 21,152 24,723 17,244 12,071 10,327 38,739 55,983 45,875 55,983 Mihir Modi Chief Finance & Strategy Officer 9 5 7 8 3 7 4 6 6
10 11 12 14 15 16 11 17 1-47 Note Sunil Sharma Director For and on behalf of the Board Punit Goenka & CEO Managing Director M Lakshminarayanan Company Secretary
Intangible assets Capital work-in-progress investments Non-current Accountants Chartered Firm Registration Number 101169W/W-100035 Hitendra Bhandari As per our attached report of even date As per our attached report For MGB & Co. LLP Partner Fixed assets assets Tangible Membership Number 107832 Place: Mumbai 2015 Date: 21 May, ASSETS Assets Non-current Long-term borrowings Liabilities Current payables Trade EQUITY AND LIABILITIES Funds Shareholder’s capital Share Liabilities Non-current Other current liabilities Other current tax assets (net) Deferred Reserves and surplus Long-term provisions Short-term provisions Long-term loans and advances Total Current Assets Current investments Current Inventories Trade receivables Trade Cash and bank balances Short-term loans and advances Other current assets Other current Total Notes forming part of the financial statements 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 MGB&Co.LLP As perourattachedreport ofevendate Total Other expenses Depreciation andamortisationexpense Finance costs Total Employee benefitsexpense Other income Deferred taxcharge/(benefit) Notes formingpartofthefinancialstatements Basicanddiluted perequityshareEarnings (facevalue`1each) MAT credit entitlement-earlieryear Profit aftertax Current tax Provision fortax Less :Tax expense Profit before tax Operational cost Expenses Revenue from operations Revenue
- -
earlier years curr ent year Company Secretary M Lakshminarayanan Managing Director &CEO Punit Goenka For andonbehalfoftheBoard Director Sunil Sharma Note 1-47 24 23 22 21 19 45 20 18 580 18 24,413 7,501 2,816 36,535 2,273 13,498 34,262 12,122 8,318 2,989 4,185 7.15 (1,886) (1,484) Chief Finance&StrategyOfficer Mihir Modi financial statements 2015 (3) 338 72 (44) 20,852 5,113 2,228 32,602 1,845 13,101 30,757 11,750 7,723 4,074 7.94 - (` Millions) Standalone 2014
133 - (0) (8) 11 43 23 71 (50) (10) 338 116 667 117 161 2014 (117) 8,049 4,430 1,790 1,176 10,970 (3,694) (1,186) (1,465) (1,617) (3,619) (1,395) (2,744) (2,531) (3,490) 30,946 11,750 (28,241) (` Millions) - 5 (2) 58 15 42 (89) (42) 580 339 730 2015 (124) (242) (201) (869) (940) (100) (614) 1,714 1,385 6,623 (2,000) (1,494) (1,228) (3,575) (1,530) 26,750 12,122 (3,839) 10,581 10,198 (27,906) 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 ` 462,000) 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. ransactions pursuanttotheSchemeofArrangement(Refernote43),beingnon-cash,havenotbeenconsidered intheabovecash evious year’s figures havebeen regrouped, recast wherever necessary. 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 MGB&Co.LLP As perourattachedreport ofevendate
flow statement. Corporate SocialResponsibilityexpenses(ReferNote44). T Pr Cash andbankbalancesattheendofyear Add: Balancesearmarked Add: Balancesindepositaccounts(P.Y. `462,000) Net cashandequivalents Cash andcashequivalentsatthebeginningofyear Cash andbankbalancesreceived pursuanttotheSchemeofArrangement(Refernote43)(`62,485) 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 Company Secretary M Lakshminarayanan Managing Director &CEO Punit Goenka For andonbehalfoftheBoard Director Sunil Sharma Chief Finance&StrategyOfficer Mihir Modi (3,418) (2,348) (1,001) 3,012 1,634 1,000 2,000 financial statements 2015 (634) (64) (15) 12 10 0 - (` Millions) Standalone (2,244) (1,486) 1,634 2,384 1,646 (750) 2014 778 (22) (12) 12 14 - - 0
135
e amortised eciable amount for emium on Leasehold Land eciation / Amortisation on Intangible assets ar Pr Depr 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. tangible fixed assets is the cost of an asset, or other amount substituted for cost, 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
(iii) (ii) Depr (i) tangible / intangible assets 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
g
ed are ed are work-in-progress work-in-progress angible fixed assets angible fixed assets owing costs T 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 Receiver Decoders (IRD) capitalised, when boxes are available for deployment. Capital owing costs attributable to
Impairment of tangible and At each Balance Sheet date, the (ii) Intangible assets Intangible assets acquir Borr Borr T (i) 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 they occur. 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
angible fixedassets e e
eparation eparation of financial
Use of estimates The pr The financial statements ar Basis of pr Br Space Selling agent for other Sale of Media Content i.e. statements requires the statements requires management to make estimates and assumptions that affect amount of assets the reported and liabilities, on the date of the financial statements and 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 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 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 consistent with statements are year. those of previous programs / film rights / feeds / programs music rights Channels; satellite television channels;
b Significant Accounting Policies a (a) (b) (c) Zee Entertainment Enterprises Corporate Information Company”) isLimited (“ZEEL” or “the 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
2 ofSatelliteTelevision oadcasting 1. investing in tomorrow in investing notes forming part of the financial statements part of the financial forming
136 ransactions inforeign forming partofthefinancialstatements notes Annual Report2014-15 i h
currencies (iii) (ii) (i) T (ii) (i) Investments
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 pr For For Curr Investments, whichar eign currency monetary eign currency transactions ent investmentsare operty e readily j
measured. and therevenue canbereliably benefits willflowtotheCompany extent itisprobable thateconomic (i) Revenue isr Revenue r (iii) (v) (iv) (iii) (ii)
Non-monetary Commission-Space Services which theyarise. expenses intheperiod recognised asincomeor financial statementsare period, orreported inprevious initially recorded duringthe cost. currency itemsare carriedat 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 Br Inter Revenue fr Sales -Mediacontent oadcasting revenue - est incomeisrecognised ecognition ecognised tothe om otherservices foreign selling is
k
(i) Inventories (vi)
Media contenti.e.Pr 4 3 1 as under: expensed /amortised film rights,musicrightsare as impairment.Programs, the difference isexpensed 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 Media Content: Dividend incomeisr 2
financial statements Music Film rightsar Pr Pr 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, ograms (other than ograms -reality shows, rights are amortised e amortised ecognised ograms,
Standalone
137 nings per share is is nings per share 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 nings per share Pr Pr Ear Basic ear 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 outstanding during the period, would be except when the results anti-dilutive.
p o ovisions, contingentliabilities substantial ovisions involving
nate Tax (MAT) (MAT) nate Tax ed under Finance lease lease Minimum Alter Lease are 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 paid in accordance 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 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 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. Finance Assets acquir Operating Lease of assets under which
Leases (i) (ii) (iii)
n
apes are valued apes are employee ed tax is recognised, ed tax is recognised, ent Tax is determined as ent Tax ement and other employee ement and other employee
Deferr Payment to defined Curr Post employment and other Raw Stock : T subject to consideration subject to consideration contribution retirement 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 of the as per the provisions Act, 1961. Income Tax 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 charged to the and losses are and Loss. Statement of Profit 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 the service. Short-term
(i) ( Accounting for taxes on income (iii) (ii) Retir (i) (ii) benefits
m l investing in tomorrow in investing ii)
notes forming part of the financial statements part of the financial forming
138
erms /rightsattachedtoPreference Shares erms /rightsattached toequityshares forming partofthefinancialstatements notes Annual Report2014-15
3
b) a) d) c) Issued, subscribedandpaidup Total fully paidup-Unlisted 22,273,886 (Nil)6%Non-CumulativeRedeemableNon-ConvertiblePreference Shares of`1each of `1eachfullypaidup-Listed 20,169,423,120 (20,169,423,120)6%CumulativeRedeemableNon-ConvertiblePreference Shares 960,448,720 (960,448,720)EquityShares of`1eachfullypaidup 21,000,000,000 (21,000,000,000)Preference Shares of`1each 2,000,000,000 (2,000,000,000)EquityShares of`1each Authorised Share capital Outstanding attheendofyear below) Add :AllottedonissueofbonusPreference Shares (Refer(d)(i) below andNote43) Add :AllottedpursuanttotheSchemeofArrangement(Refer(d)(ii) At thebeginningofyear Outstanding attheendofyear Add :Allottedonexercise ofEmployeeStockOptions At thebeginningofyear
subject totheapproval oftheshareholders intheensuingAnnualGeneralMeeting. vote pershare. TheCompanydeclares andpaysdividendinIndianRupees.Thefinalproposed bytheBoard ofDirectors is shareholders. after distributionofpreferential amounts.Thedistributionwillbeinproportion tothenumberofequityshares heldbythe Reconciliation ofnumberPr Reconciliation ofnumberEquityshar (i) T In theeventofliquidationCompany The Companyhasonlyoneclassofequityshar T
During theyearended31Mar in India. one Equityshare of `1eachfullypaid upandare listedonBombayStock Exchange(BSE)andNational StockExchange(NSE) Preference Shares of`1eachbywaybonusinthe ratioof21BonusPreference Shares of`1eachfullypaidupforevery 6% CumulativeRedeemable Non-ConvertiblePr eference shares andShare capital ch 2014,theCompanyhasissued 20,169,423,1206%CumulativeRedeemableNon-Convertible , theholdersofequityshares willbeentitledtoreceive remaining assetsoftheCompany, es andShare capital es havingaparvalueof eference Shares -Listed 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 - -
(` Millions) (` Millions) 20,192 20,170 960 960 22 - - preference shares 20,169,423,120 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 eference shares of shares eference 2015 Number of Number of 82,290,959 241,402,908 102,888,286 equity shares 2,160,654,006 4,120,000,000 1,895,913,054 55,030,954 24,185,210 22,273,886 preference shares preference 489,038,065 20,169,423,120 9.40% 6.55% 7.15% 10.71% 20.43% 25.13% 10.71% % Shareholding % Shareholding
2015 2015 Number of Number of 68,716,575 241,402,908 102,888,286 equity shares 2,160,654,006 1,895,913,054 4,120,000,000 1,320,809,586 eference Shares - Unlisted Shares eference preference shares preference eference Shares shall have a right to vote only on resolutions which directly affect their rights. The affect which directly only on resolutions shall have a right to vote Shares eference edeem at par value, 20% of the total Bonus Preference Shares allotted, every year from the fourth the fourth allotted, every year from Shares 20% of the total Bonus Preference edeem at par value, eholders holding more than 5 % of the aggregate Equity shares than 5 % of the aggregate eholders holding more egate number of bonus shares issued, shares issued for consideration other than cash and shares bought bought consideration other than cash and shares issued for issued, shares egate number of bonus shares eference Shareholders holding more than 5 % of the aggregate 6% Cumulative Redeemable Non-Convertible 6% Cumulative Redeemable Non-Convertible than 5 % of the aggregate holding more Shareholders eference
6% Non-Cumulative Redeemable Non-Convertible Pr 6% Non-Cumulative Redeemable Non-Convertible 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 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 Company has issued and alloted 22,273,886 6% Non-Cumulative Redeemable Non-Convertible Pr The Company has issued and alloted 22,273,886 The Company will r Pr The holders of Bonus
Details of Pr Details of Equity Shar Details of aggr (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 Media Ventures Limited Essel Media Ventures Oppenheimer Developing Markets Fund Essel Landmark Private Limited ICICI Prudential Life Insurance Company Limited 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 bought back and cancelled Equity Shares Preference Shares allotted as fully paid for consideration other than cash, pursuant to Scheme of allotted Shares Preference Arrangement (Refer d(ii) above) 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. `405,037) 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 inStatementofPr
Convertible Preference Shares -Unlisted Details ofPr eference Shareholders holdingmore than5%oftheaggregate 6%Non-CumulativeRedeemableNon- ofit andLoss 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 2,822 8,306 2,000 9,018 8,246 1,921 7,723 8,306 2,000 2014 326 772 15 24 24 86 0 ------
141 - - 8 11 11 11 12 11 48 12 31 101 888 960 416 226 192 470 236 2014 2014 2014 3,256 3,941 2,186 1,755 2,247 1,339 (` Millions) (` Millions) (` Millions) - 10 10 15 11 10 Current 271 2015 2015 Short-term 1,453 2,601 4,351 10 29 50 12 78 432 173 517 368 110 2015 3,115 2,236 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 eference Shares including tax Shares eference ent liabilities
oposed dividend on Equity Shares including tax oposed dividend on Equity Shares ovision for taxation (net of advances) Dividend on Pr Pr Pr Gratuity 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)
Other liabilities T Provisions Other curr Others - - - Pr - - 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. rade payables
6. ovision foremployeebenefits 5.
investing in tomorrow in investing * 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. Further, Fund during the year. Education and Protection to Investor’s seven years is transferred than Dividend `/Million 1 (1) unclaimed for a period of more 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 37 30 47 50 21 21 199 254 100 420 237 573 573 2014 8,080 5,422 2,679 1,250 2,584 2,515 7,329 (` Millions) - - 1 1 0 2 99 37 30 47 50 50 50 21 21 254 420 573 573 2015 1,192 1,250 2,584 2,515 5,942 6,593 5,422 (1,250)
T 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 ` 1,000 each of IFCI Redeemable Non-Convertible Debentures 50,000 (Nil) 9.80% Secured - 5 years) Limited (Tenure of ` 100,000/- each 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 - 2 years) Development Private Limited (Tenure of ` 100,000/- each of SGGD Projects Nil (100,000) 8.01% Tax Free Secured Redeemable Non-Convertible Bonds of ` 1,000 each of Redeemable Non-Convertible Secured Free Nil (100,000) 8.01% Tax Rural Electrification Corporation Limited Others - Unquoted 419.6 (419.6) units of ` 1,000,000/- each of Morpheus Media Fund of ` 1,000 each of IFCI Redeemable Non-Convertible Debentures 50,000 (Nil) 9.35% Secured - 5 years) Limited (Tenure In Associate - Quoted of ` 10/- each of Aplab Limited 1,321,200 (1,321,200) Equity shares (Extent of holding 26.42%) Others - Quoted Limited of ` 2/- each of Essel Propack 1,822,000 (1,822,000) Equity shares of ` 1,000,000 each of Redeemable Non-Convertible Debentures 50 (50) 10.20% Unsecured - 10 years) Bank Limited (Tenure Yes In Others - Unquoted ( of ` 10/- each of Last Minute Media Private Limited` 300,000 (` 30,000 (30,000) Equity shares 300,000)) 50,000 (50,000) Equity shares of ` 10/- each of Zee Sports Limited 50,000 (50,000) Equity shares (India) Private Limited Television of ` 100/- each of Taj 10,000 (10,000) Equity shares Limited of ` 10/- each of Essel Vision Productions 3,010,000 (3,010,000) Equity shares In Subsidiaries - Others- Unquoted Limited (Extent of holding 74%) of ` 10/- each of Zee Turner 74,000 (74,000) Equity shares Private Limited of ` 1/- each of India Webportal 123,039,613 (123,039,613) Equity shares (Extent of holding 51%) 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)
9 atcost,unlessstatedotherwise) rade Investments(valued
(All the above securities are fully paid up) (All the above securities are `/millions 319 (282)] amount of quoted Investments [Market Value Aggregate amount of unquoted Investments Aggregate of investment property Value Diminution in value of investments investing in tomorrow in investing notes forming part of the financial statements part of the financial forming
144 * Advancesinclude`/Millions45(Nil)duefrom aCompanyinwhichoneofthedirectors isinterested asdirector forming partofthefinancialstatements notes Annual Report2014-15
ed taxliabilities 11. ovision fordoubtfuldebtsandadvances ed taxassets 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) Pr Arising onaccountoftimingdif The componentsofdeferr Depreciation Deferr Loans andadvances Deferr
Advance indirect taxes Advance incometax(netofprovisions) Considered doubtful Considered good ed taxbalancesasat31March, 2015are asunder: ferences inEmployeeretirement benefits
6,571 2,921 2,917 2015 Long-term 340 104 104 280 9 ------
5,383 6,457 2014 253 729 89 83 6 9 ------
financial statements 2015 126 248 144 126 392 266 10,327
2,169 1,918 4,250 3,254 1,918 Short-term 2015 575 251 115 251 128 87 - - - - (` Millions) (` Millions) Standalone 3,450 1,071 4,911 2014 2014 199 271 100 101 501 386 685 140 386 371 172 685 199 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 1,245 1,250 4,495 2,000 1,000 1,000 1,245 1,250 1,245 788 1,530 2,318 Given
2014 8,833 5,383 3,450
e given as a part of treasury operations of the Company on following terms : e given as a part of treasury e provided for business purposes of respective entities, repayable on demand with prepayment option to the borrower. on demand with prepayment entities, repayable for business purposes of respective e provided e given to unrelated corporate entities at an interest ranging from 12% to 13.5%. ranging from corporate entities at an interest e given to unrelated e short term in nature. 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 `/Millions 174) realignment currency (includes foreign short term Inter Corporate Deposits In the form of unsecured over)* (excluding roll
All loans ar All loans ar All the loans ar Inter Corporate Deposits ar e are no securities given during the year. e are e are no investments by the Company other than those stated under Note 9 and Note 12 in the Financial Statements. no investments by the Company other than those stated under Note 9 and Note 12 in the Financial e are
Guarantees given Loans given i ii ii) i) Securities given Investments made Ther 1 2 3 Ther *
c) a) Curr Total Information under Section 186 (4) of the Companies Act, 2013 Information under Section 186 (4) of the Total 500,000/- each of Axis Finance Limited (Tenure - 12 days) 2,500 (Nil) units of ` 500,000/- each of Axis Finance Limited (Tenure Others - Unquoted of Debentures Redeemable Unrated Non-Convertible Subordinate 12,500 (Nil) 17% Secured - 2 years) Development Private Limited (Tenure ` 100,000/- each of SGGD Projects 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 12 ent investments
fully paid up) (All the above securities are `/millions 1,245 (Nil)] amount of quoted Investments [Market Value Aggregate amount of unquoted Investments Aggregate
investing in tomorrow in investing Notes notes forming part of the financial statements part of the financial forming
146 * valuedatlowerofcost/unamortisedorrealisable value. * Includesrights`/Millions2,197(1,944),whichwillcommenceatafuture date. forming partofthefinancialstatements notes Annual Report2014-15
16. 15. 14.
Total Cash andbankbalances Total Trade receivables (Unsecured) Total Inventories Less: Pr Balances withbanks Cash inhand Cheques inhand/r Balances withbanks- - - - - Over sixmonths Under pr Media content* Raw stock-tapes Others Other bankbalances Cash andcashequivalents
In Unclaimeddividendaccounts In Depositaccounts(P In Depositaccounts In Curr Consider Consider Consider Consider ovision fordoubtfuldebts oduction- Programs ent accounts ed doubtful ed good ed doubtful ed good emittance intransit .Y. ` 462,000) 12,071 11,998 2,012 3,012 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 7,664 1,000 1,634 8,312 7,980 1,646 2014 2014 2014 316 599 332 329 23 10 12 25 12 0 6 3
147 - 3 2 0 37 45 46 47 49 912 109 118 175 2014 2014 1,096 1,030 1,686 8,705 30,757 20,037 (` Millions) (` Millions)
- 3 1 Current 79 20 89 32 17 91 324 235 124 117 288 516 2015 2015 2,037 9,450 22,284 34,262
Space selling
- Related parties (P.Y. ` 107,833) 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`/Millions641(447)are impaired duringtheyear. ** Includesrightsacquired `/Millions834(365),whichwillcommence atafuture date. * 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)
- -
- - Under production -programs Inventory *
Under production -programs Inventory *
- - - - -
Other production expenses License fees Professional /artistfees Equipment hire charges Location hire and setcharges 13,498 11,998 11,173 11,042 13,048 2,273 1,335 financial statements 2015 2015 718 200 349 269 450 600 349 240 268 242 245 108 63 23 89 40 37 51 2 2 (` Millions) (` Millions) Standalone 11,173 11,756 13,101 12,659 1,147 9,521 1,845 2014 2014 613 113 348 301 442 116 361 198 214 370 344 23 56 43 50 85 55 8 1 -
149 1 3 72 49 74 68 338 103 289 2014 2014 2014 2,228 2,051 (` Millions) (` Millions) (` Millions) 3 3 65 68 12 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 r The Companyhastakenof Later thanoneyearbutnotlater fiveyears Not laterthanoneyear Future Leaserental obligationpayable(undernon-cancellablelease) Lease rental chargesfortheyear
espect ofassetsgivenunderoperating lease: The r The Companyhasgivenpartof itsbuildingsundercancellableoperatingleaseagr 11 to36months. ental revenue for the yearis fice, residential premises andplantmachinery(includingequipments)etc.undercancellable/ `/Millions 108(85). 208 208 eement. Theinitialtermofthe lease isfor 7,501 2,330 3,300 financial statements 2015 2015 556 642 735 107 105 115 168 307 279 117 282 33 11 58 84 56 15 18 83 24 3 6 - - (` Millions) (` Millions) Standalone 1,564 1,918 5,113 2014 2014 174 320 678 143 161 254 237 105 224 (10) 23 25 74 23 13 15 74 67 66 85 47 5 - -
151 - 4 0 624 463 2014 2014 1,396 2,355 12,366 (` Millions) (` Millions) Not ascertainable - 0 36 `/Millions 394 2015
626 791 511 Executive Vice Chairman 2015 4,873 11,049 4 7 40 2014 Not ascertainable
4 6 41 2015 Managing Director `/Millions 8,410 (3,016). e various appellate authorities (including Dispute Resolution panel) against the e various appellate authorities (including Dispute ds revolving debt service reserve account (DSRA) obligation against financial facilities availed by debt service reserve ds revolving `/Millions 380 (380). , house rent allowance, leave travel allowance and performance bonus but excluding leave encashment , house rent ovide continued financial support to various subsidiaries - Amount not ascertainable. emaining to be executed on capital account not provided for (net of advances) is emaining to be executed on capital account not provided ovided in accordance with Section 197 of the Companies Act, 2013 to Managing Director and Executive with Section 197 of the Companies Act, 2013 to Managing Director ovided in accordance egards media content and others are media content and others are egards eceived legal notices of claims / lawsuits filed against it relating to infringement of copyrights, defamation suits etc. in relation to the defamation suits etc. in relating to infringement of copyrights, against it eceived legal notices of claims / lawsuits filed ect Taxes epresents the best possible estimate arrived at on the basis of available information. The Company has engaged reputed advocates to basis of available information. The Company has engaged reputed the best possible estimate arrived at on the epresents For subsidiaries, loans outstanding `/Millions Nil (Nil) For subsidiaries, loans outstanding `/Millions 791 (1,265)^ parties, loans For other related
Corporate Guarantees Disputed Indir Disputed Direct Taxes * Taxes Disputed Direct as debts # Claims against the Company not acknowledged Legal cases against the Company @ - - Uncalled liability on investments committed The Company has committed to pr Remuneration paid or pr Estimated amount of contracts r Other commitments as r (155). Vice Chairman, included in Employee benefits expense is as under :
a) b) c) d) e) Contingent Liabilities Salary and Allowances Provident fund contribution Provident (` 39,600 (` 6,600)) Perquisites (c ) (d) (a) (a) (b) Note: Salary and Allowances include basic salary The amount r The Company has r Includes commitment for meeting shortfall funding towar Includes commitment for meeting shortfall funding by the Company befor 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 BCCI in favour of the Company. of `/Millions 1,236 (plus interest) 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 protect its interests and has been advised that it has strong 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 at this stage. necessary is considered and hence no provision that its tax cases will be decided in its favour
26
29 28 27 # @ ^ * investing in tomorrow in investing notes forming part of the financial statements part of the financial forming
152 32 eign currency exposures thatare nothedgedbyderivativeinstrumentsasat31March, 2015are asunder: 33 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. For Operational costandotherexpensesar The Companyhasbeendeployingitssurplusfundsbywayofintercorporatedeposits,debtinstrumentsetc.andthepartiesar (b) A As perAccountingStandar The CompanyhasnoduestoMicr Total Reimbursement ofexpenses(`427,135.274,245)) 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-ExecutiveDir The pr Defined BenefitPlans esent valueofgratuityobligationisdeterminedbasedonactuarial valuationusingtheProjected UnitCredit Method, which d 15“EmployeeBenefits”,thedisclosures are asunder: o, SmallandMediumenterprisesasat31March, 2015,onthebasisofinformationprovided bythe e netoff recoveries ectors of `/Millions 12(10)basedonProfits fortheyearended31March 2015isincluded `/Millions 391(404).
6,171 financial statements 2015 2015 198 828 15 0 1 7 7
e regular (` Millions) (` Millions) Standalone 5,383 1,307 2014 2014 72 13 0 7 5 1
153 3 9 1 70 45 15 10 19 (45) 138 2011 (138) 2014 (138) (102) 9.30% 9.50% (` Millions) (` Millions) IAL (2006-08) 2 - 81 28 25 15 51 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 ed in actuarial valuation, take into account inflation, seniority, promotion and other promotion ed in actuarial valuation, take into account inflation, seniority, oday Limited; Asia TV Limited; ATL Media FZ-LLC; Eevee Multimedia Inc.; Essel Vision oday Limited; Asia TV Limited; ATL ease ect and indirect subsidiaries) ect and indirect e control exists e control ecognised as an expense and included in the Note 21 “Employee benefits expense” are gratuity ecognised as an expense and included in the Note 21 “Employee benefits expense” are ecognised during the year ecognised during the ovident 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 ovident and other funds” is recognised ecognised in current year and previous four years year and previous ecognised in current esent value of defined benefit obligation Pr Net Asset / (Liability) Net Asset / (Liability) at the beginning of year Expense as per I above Employer contribution Discount rate Expected rate of salary incr Mortality Defined benefit obligation Actuarial (gain)/loss on plan obligation Current Service Cost Current Cost Interest Actuarial Losses / (Gains) Past Service cost e of Gratuity in terms of AS 15 is as under: e of Gratuity in terms encashment `/ Millions 96 (62). Amounts r The estimates of rate of escalation in salary consider relevant factors including supply and demand in the employment market. The above information is certified by the Actuary. factors including supply and demand in the employment market. The above information is certified relevant
Expenses r 1 3 1 2 1 2 3 1 2 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 (Dir Amounts r Notes: (a) (b) 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 Limited; Zee TV USA Inc. Middle East FZ-LLC); Zee TV South Africa (Proprietary) Telefilms Asia Multimedia Distribution Inc.; Asia T
IV.
II. III. I. Subsidiary Companies List of Parties wher Subsidiary (a) Defined contribution plan: V Disclosur “Contribution to pr
(i) B Related Party Transactions
36
. investing in tomorrow in investing notes forming part of the financial statements part of the financial forming
154 ransactions withRelatedParties . SubhashChandra(NonExecutiveDirector), Mr. PunitGoenka(ManagingDirector &CEO),Mr. SubodhKumar(ExecutiveVice forming partofthefinancialstatements notes Annual Report2014-15 (v) (iv) (iii) (ii)
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%) T Dr Dir Agrani W Other Relatedpartieswithwhomtransactionshavetakenplaceduringtheyearandbalanceoutstandingasonlastday Media Pr Joint V Aplab Limited(extentofholding26.42%);IdeaShopW Associates (b) B) A)
ectors /KeyManagementPersonnel Zee T Others -Dir 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 (`162,257) Assets soldduringtheyear Other related parties Subsidiaries Assets purchased duringtheyear Fixed assets enture (heldthrough ZeeTurner Limited) o EnterpriseIndiaPrivateLimited(extentofholding50%) ireless ServicesLimited;BombayMobileSoftwares Private Limited;Broadcast AudienceResearch Council;CyquatorMedia urner Limited(extentofholding74%);IndiaWebportalurner PrivateLimited(extentofholding51%) ect eb andMediaPrivateLimited(Heldthrough IndiaWebportal PrivateLimited) 5,422 5,422 financial statements 2015 20 47 47 27 34 1 2 2 2 0 - (` Millions) Standalone 5,422 5,353 2014 69 20 47 47 10 1 2 2 - - -
155 - - - 0 0 1 4 90 23 49 34 49 28 416 894 109 152 198 109 162 2014 1,847 1,030 7,687 1,614 1,580 5,383 (` Millions) - 4 1 2 0 0 1 36 17 91 10 432 124 253 349 788 455 324 142 189 2015 1,001 7,891 1,472 1,598 2,611 6,171
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 (` 268,257) Joint venture ` 107,833) parties (P.Y. Other related as at 31 March Advances and Deposits received Subsidiaries accured Interest Subsidiaries Subsidiaries parties Other related ` 18,480) Associates (P.Y. Trade Receivables as at 31 March Receivables as at Trade Subsidiaries Joint Venture parties (` 61,400) 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) 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. `63,113) Subsidiaries Commission Expenses Other related parties Corporate SocialResponsibilityexpenses Other related parties Associates (`124,42470,964)) 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(`490,235) Subsidiaries Guarantees 11,049 1,042 1,721 financial statements 2015 103 427 614 129 261 791 42 28 31 30 90 28 49 1 5 0 1 0 6 - - - (` Millions) Standalone 12,366 3,801 2,261 1,396 2014 820 133 144 256 44 75 93 54 42 32 29 19 5 0 0 4 1 4 - - -
157 `/Millions aj Television aj Television /Millions 29 (Nil); /Millions 1 (1). f - Taj Television Television f - Taj om operations include Revenue fr Corporate Social Responsibility Commission expenses - T Bad debts written of T Asia Today Limited `/Millions 120 (91); Asia Today Limited `/ Essel Vision Productions Millions 22 (18); Aplab Limited Nil (0); Dish TV India Limited `/Millions 119 (81); Indian Cablenet Company Limited `/Millions 19 (Nil); Real Media FZ-LLC `/Millions 15 (15); Siti Cable Network Limited `/Millions 22 (8); Zee Learn Limited `/Millions 0 (51). Due to Principals - Pending Remittances to Limited `/Millions 432 (416). Asia Today Advertisement income - Essel Vision Limited `/Millions 4 (Nil); Productions Diligent Media Corporation Limited `/ Millions 1 (1); Dish TV India Limited `/ Millions 8 (17); Zee Media Corporation Limited `/Millions Nil (7). Subscription (India) Private Television income - Taj expenses - Himgiri Zee University `/ Millions 90 (Nil). (India) Private Limited `/Millions 5 (95); - Zee Turner Commision paid reversal Limited `/Millions Nil (2); Zee Learn Limited `/Millions Nil (0). (India) Private Limited ` Zee Sports Limited ` /Millions 2 (3); Taj TV Limited Limited `/Millions 2 (3); Taj Media `/Millions 2 (Nil); Cyquator `/Millions Services Private Limited Corporation Nil (16); Diligent Media TV India Limited `/Millions 17 (2); Dish Cable Limited `/Millions 51 (67); Siti Network Limited `/Millions 165 (35); Limited `/ Zee Media Corporation Distribution Millions 32 (15). Marketing, expenses - Essel Vision and Promotion Limited `/Millions 22 (Nil); Productions Dish TV India Limited `/Millions 22 (Nil); Indian Cablenet Company Limited `/ Millions 128 (69); Siti Cable Network Limited `/Millions 145 (128). Repairs & Maintenance Aplab Limited `/Millions 0 (0); Dish TV India Limited `/Millions 2 (Nil).
m. i. j. k. l. - rade andotherpayablesbalances Pur Other r Pur Production expenses - Zee Production Entertainment Middle East FZ- LLC `/Millions 2 (Nil); Essel Shyam Communication Private Limited `/ Millions 1 (8); Pan India Network Infravest Private Limited `/Millions 1 (6); Zee Learn Limited `/Millions 2 (51); Zee Media Corporation Limited `/ cost - Dish TV Millions Nil (3). Telecast India Limited `/Millions 115 (105); Essel Shyam Communication Private Limited `/Millions 10 (10). Rent expenses - Digital Subscriber Management and Consultancy Services Private Limited `/Millions 37 (Nil); Essel Corporate Private Limited `/Millions Resources 155 (151). Communication charges - Digital Subscriber Management and Consultancy Services Private Limited `/Millions 4 (Nil); Pan India Network Infravest Private Limited `/Millions 2 (3). Electricity and water charges - Siti Cable Network Limited `/Millions 2 charges (3). Legal and Professional Private - Essel Corporate Resources and Limited `/Millions 139 (139). Hire Service charges - Digital Subscriber Management and Consultancy Services Private Limited `/Millions 4 (Nil). Advertisement and Publicity Private expenses - India Webportal Today Limited `/Millions 171 (435); Limited Today (India) Private Limited Television Taj TV Limited `/ `/Millions 61 (84); Taj Sports Limited `/ Millions 51 (50); Zee Limited `/ Turner Millions 33 (33); Zee Enterprise Pro Millions 8 (428); Media `/Millions 0 (Nil); India Private Limited Limited Dish Infra Services Private `/Millions 3 (Nil); Essel Finance Management LLP `/Millions 4 (Nil); ITZ Limited `/Millions 2 (0); Zee Cash Card Media Corporation Limited `/Millions 8 (Nil). Limited `/Millions 307 (Nil); Asia Today Limited `/ Essel Vision Productions TV Limited `/ Millions 1,312 (1,381); Taj Millions Nil (2,420); Zee Learn Limited `/Millions 49 (133).
h. chase ofServicesincludes f. includeAsia eceivable balances g. chase ofMediacontentincludes- chased during the
ent investments - Subsidiaries,
Loans, advances and deposits Loans, advances and deposits Loans, advances and deposits given Non-curr Fixed assets pur balances outstanding at year end Limited `/ include Asia Today Millions 6,171 (5,383); Broadcast Council `/Millions Audience Research 45 (Nil); Cyquator Media Services Private Limited `/Millions 30 (28); Digital Subscriber Management and Consultancy Services Private Limited `/ Millions 340 (Nil). repayment received from Essel Vision from received repayment Limited `/Millions Nil Productions (42); Cyquator Media Services Private Limited `/Millions Nil (21); Essel Private Limited `/ Corporate Resources Millions Nil (22); Zee Media Corporation Limited `/Millions Nil (10). to Asia Today Limited `/Millions 614 to Asia Today Audience Research (2,261); Broadcast Council `/Millions 50 (Nil); Cyquator Media Services Private Limited `/ Millions 2 (19); Digital Subscriber Management and Consultancy Services Private Limited `/Millions 340 (Nil). additions during the year include India Private Limited `/Millions Webportal Nil (49); Essel Vision Productions for Limited `/Millions Nil (20). Provision diminution in value of investments Zee Sports Limited `/Millions 1 (1); Aplab Limited `/Millions 20 (20). year, Taj TV Limited `/Millions 34 (Nil); TV Limited Taj year, and Digital Subscriber Management Private Limited `/ Consultancy Services TV India Limited Millions 13 (Nil); Dish Network `/Millions 3 (8); Siti Cable Limited `/Millions Nil (1); Zee Learn Limited `/Millions 11 (Nil). Fixed assets Television Taj sold during the year, (India) Private Limited `/Millions 0 (Nil); Zee Media Corporation Limited `/ Millions 2 (Nil).
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
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` 1 (5);DishTVIndiaLimited` Enterprise IndiaPrivateLimited` Limited Private Limited` income includes-Taj Television (India) ` Dividend income-EsselPropack Limited Asia Today Limited` - AsiaToday Limited Millions 124(109).Transmission Income - SpacesellingAsiaToday Limited`/ Limited `/Millions1(90).Commission Millions 1,472(7,687);DishTVIndia Pro EnterpriseIndiaPrivateLimited`/ Limited `/Millions7,891(890);Media FZ-LLC `/Millions156(138). (1,412); ZeeEntertainmentMiddleEast to AsiaToday Limited`/Millions1,348 Millions 36(23).Sales-Mediacontent Zee MediaCorporationLimited`/ (a) (b) (a) Other incomeincludesInter Total Raw Tapes Asia Today Limited /Millions 2 (1). Rent/Miscellaneous /Millions 2(1).Rent/Miscellaneous
Consumption ofRawstock(includedinoperationalcost) The loaneehasnotmadeinvestmentsintheshar Loans andadvancesgiventoSubsidiary(Loanee) ` /Millions 32 (37); Media Pro /Millions 32(37);MediaPro /Millions 9(5);Taj TV /Millions 349 (198). /Millions 349(198). `/Million 253(152); est income - est income- /Millions 28 /Millions 28 /Millions 1 /Millions 1 /Millions /Millions /Millions /Millions / / r. s. est accruedonLoansincludes q. rade Receivablesbalances,Asia p. o.
Limited ` Limited ` 788 (1,847);Veria Limited International Enterprise IndiaPrivateLimited` ` Taj Television (India)PrivateLimited Today Limited` Corporation Limited`/Millions52(59). Limited `/Millions12(14);ZeeMedia Millions 55(64);SitiCableNetwork Millions 1(4);DishTVIndiaLimited`/ Pro EnterpriseIndiaPrivateLimited`/ Limited `/Millions257(250);Media Millions 1(4). balance includeAsiaTVLimited`/ Asia Today Limited`/Millions91(49). Advances anddepositsr T Reimbursement/r Advances anddepositsr Inter /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 es oftheCompany. ` ` /Millions 0(Nil). /Millions Nil(49). /Millions 483 (1,217); /Millions 483(1,217); ecoveries -AsiaToday eceived eceived during Balance asat31March /Millions /Millions 6,171 2015
“0” (zero) denotesamounts lessthanamillion. 2015 are disclosedinNote 9. Non-Current investmentsas at31March disclosed inNote29. Details ofRemunerationtodirectors are Note v. u. t.
Zee Learn Limited` Zee Learn Network Limited` Limited ` Broadcast AudienceResearch Council TV Limited` `/Millions 1,001(Nil). Tapasvi Mercantile PrivateLimited Nil (7). Multimedia (Maurice)Limited`/Millions Limited `/Millions28(25);Zee during theyearincludesAsiaTV Limited `/MillionsNil(8). 31 (21);ZeeMultimedia(Maurice) the yearfrom AsiaTVLimited`/Millions Corporate guaranteesonbehalfofT Short-term borr Advances anddepositsr 5,383 /Millions 170 (170); Dish TV India /Millions 170(170);DishTVIndia 2014 ` /Millions Nil (417); Siti Cable /Millions Nil(417);SitiCable outstanding duringtheyear financial statements 2015 /Millions 11,049 (12,366); /Millions 11,049(12,366); 12 12 Maximum amount owings repaid of 6,171 /Millions 610 (791); /Millions 610(791); 2015 /Millions 11(18). efunded (` Millions) (` Millions) Standalone 5,383 2014 2014 aj aj 14 14
159 - - - 1 14 8 8 3 1 13 45 38 17 227 345 152 114 109 198 302 2014 2014 2014 1,606 2,438 AMOUNT (` Millions) (` Millions) (` Millions) (` Millions) 172,720,985 4 2014 % 96 100
- 7 4 8 15 81 25 62 169 112 124 345 301 253 349 317 2015 2015 2015 1,731 1,460 - 172,715,758 12 12 3,529,988,600 Amount
- 2015 % 100 100 e in foreign currency e in foreign
Travelling and conveyance expenses Travelling cost Telecast Production expenses Production Repairs and maintenance expenses Marketing, distribution and promotion expenses Marketing, distribution and promotion Conference expenses Conference Legal and professional charges Legal and professional Others Expenditur Details of consumption of imported and indigenous stocks Details of consumption
Number of Preference Shares held (Numbers) Shares Number of Preference Number of Shareholders (Numbers) Number of Shareholders Preference Net Dividend remitted Equity Net Dividend remitted Number of Shareholders (Numbers) Number of Shareholders Imported Indigenous Total Transmission revenue Transmission Broadcasting revenue revenue Broadcasting Commission- Space Selling FOB value of exports Number of Equity Shares held (Numbers) Number of Equity Shares Interest income Interest Others (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 i. ) 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 b The Managementisoftheopinion (b)
the Companyattheirrespective bookvaluesandthedifference (Surplus)iscredited totheGeneralReserveasunder: i. TheassetsandliabilitiesofMediaBusinessUndertakingDMCLare transferred toandrecorded inthebooksofaccount i The Schemehasbeengivenef CIF valueofimports Particulars Total assets Other assets Deferred taxassets Fixed assets Surplus Transferred toGeneralReserve Less: IssueofPreference Shares (Refernote(ii)below) Net Assets Less Software -Intangibleassets Raw stock Capital equipment
of DMCLintheratioOnefullypaidpreference shares of 22,273,886 6%Non-CumulativeRedeemablePr each heldinDMCL.
:
Short-term Current liabilities borrowings fect inthefinancialstatementsforyearended31March 2015andpursuanttotheScheme: 43 Corporation Limited Undertaking ofDiligentMedia Acquisition ofMediaBusiness a)
Demerged Company”)and Limited (“DMCL”or“the Diligent MediaCorporation Companies Act2013,between of theCompaniesAct1956/ other applicableprovisions and Sections100to104 to 394read withSection78 Scheme”) underSections391 Scheme ofArrangement(“the eference Shares of ` 1eachoftheCompanyforeveryFourequityshares of ` 1eachhavebeenallottedtotheequityshareholders
concern basis. concern date i.e.31March 2014on going with theCompanyonappointed of DMCLisdemergedandvested the MediaBusinessUndertaking 2014. PursuanttotheScheme, of Companieson26September Order wasfiledwiththeRegistrar 12 September2014andthesaid Court ofJudicature atMumbaion sanctioned bytheHon’bleHigh shareholders andcreditors, was Company”) andtheirrespective the Company(“theResulting financial statements 2015 174 18 -
(` Millions) (` Millions) Amount ` Standalone 3,036 1,001 10 10 3,065 2,018 1,996 2014 391
22 46 28 1 1 7
161 1 101 2014 7.94 7,723 7,622 959,689,900 1 2015 7.15 1,453 8,318 6,865 . The Company is required to . The Company is required 960,448,720 `/Millions) `) es ( `) esented Segment information on the basis of the consolidated financial statements as permitted by Accounting esented Segment information on the basis eference shares (including tax) shares eference `/Millions)
Less: Dividend on pr Pr W Nominal value of equity shar Basic and diluted EPS ( Pr Pr The Company has pr As per Section 135 of the Companies Act, 2013, a CSR Committee 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 Earnings Per Share (EPS) Earnings Share Per Corporate Social Responsibility VII of the Companies Act, 2013. The spent on activities specified in Schedule `/Millions 168 has been spend `/Millions 193 of which during the year. amount has been paid entire
b. ( shareholders toequity ofit availableforappropriation forbasicanddilutedEPS(innumbers) c. eighted averagenumberofequityshares a. Tax ( ofit after Figures classification. to conformthisyear’s necessary recasted wherever rearranged or regrouped, havebeen evious yearsfigures 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 Share Capital-Equity CAPITAL ACCOUNT Income from Operations Closing marketpricepershare of`1 CAPITAL DEPLOYED REVENUE ACCOUNT Profit After Tax &before exceptionalitems Minority Interest Loan Funds Eff. Networth Total Expenses Share ApplicationMoney Market capitalisation profits/(losses) inassociates Profit After Tax &before minorityinterest /share of Fixed Assets Operating Profit Share Capital-Preference Add: Share ofResultsAssociates Less: MinorityInterest Investments (IncludingCurrent Investments) % toIncomefrom Operations Reserves &Surplus Profit After Tax fortheyear Net Assets Other Income Deferred Tax Balances % toTotal Income PBIDT Dividend Financial Expenses Dividend Rate Depreciation /Amortisation Profit Before Tax &ExceptionalItems Exceptional Items Taxation
328,233 54,983 54,983 55,514 48,837 55,498 36,299 12,254 12,538 20,192 34,346 32,974 14,816 14,040 9,755 9,755 9,755 9,775 2,278 2,161 4,285 225% 2015 (531) 26% 19% 960 342 103 673 (37) (57) 12 4 - - 260,618 47,157 47,157 47,455 44,217 47,377 32,174 11,730 12,043 20,170 26,247 27,137 13,850 13,191 8,900 8,900 8,290 8,921 1,807 1,921 4,291 200% 2014 (298) 27% 19% 960 158 501 (19) 271 61 17 2 - - Consolidated 200,760 38,877 38,877 39,165 36,996 39,115 27,453 38,161 20,986 11,004 10,519 7,182 7,182 9,975 9,543 7,916 7,196 1,461 1,919 3,337 200% 2013 (288) 26% 19% 954 399 (10) (24) 210 33 17 86 - - - 123,202 33,997 33,997 34,334 30,405 34,308 23,010 33,349 16,598 5,906 5,906 9,400 7,395 7,999 5,891 1,384 8,779 1,438 8,406 2,500 150% 2012 (337) 24% 19% 959 323 (32) 129 12 46 17 50 2 - - 120,890 30,680 30,680 30,872 30,088 30,982 21,868 30,004 15,610 6,251 6,448 8,106 8,220 6,964 6,369 9,102 1,956 8,725 2,671 200% 2011 (118) (118) (192) 27% 21% 978 882 289 197 124 88 9 0 - - 328,233 45,621 45,621 45,887 34,262 45,875 23,815 10,447 20,192 11,088 24,723 30,719 12,720 12,122 8,318 8,318 3,814 8,318 2,273 2,161 3,804 225% 2015 (266) 30% 23% 960 342 580 12 18 - - 260,618 39,525 39,525 39,697 30,757 39,681 20,442 10,315 20,170 10,080 18,551 25,820 12,160 11,750 7,723 7,723 3,625 7,723 1,845 1,921 4,027 200% 2014 (172) 34% 24% 960 338 271 16 72 - - Standalone financial statements 200,760 33,415 33,415 33,543 25,659 33,528 17,036 10,692 32,574 20,394 6,407 6,407 8,623 2,329 6,407 1,189 9,812 1,919 9,519 3,112 200% 2013 (128) 34% 24% 954 280 210 15 13 - - - 123,202 29,824 29,824 29,961 22,040 29,951 15,771 10,602 28,992 17,249 4,897 4,897 6,269 1,973 4,897 1,289 7,558 1,438 7,338 2,441 150% 2012 (136) 28% 21% 959 215 129 10 5 - - - Standalone 120,890 28,913 28,913 29,042 21,700 29,036 13,864 28,058 17,502 2,678 5,567 5,764 7,836 1,556 9,855 5,764 8,446 1,956 8,245 200% 2011 (129) 36% 26% 978 610 167 197 124 34 6 - -
163 0.0 0.0 4.2 0.7 2.7 6.7 5.3 7.2 0.2 66.3 25.8 29.7 22.8 2.00 23.4 31.7 36.1 33.9 13.9 38.7 19.9 16.0 28.5 63.9 12.3 2011 0.0 0.0 5.1 0.7 5.5 4.8 2.5 7.1 0.0 61.7 21.0 31.2 24.3 1.50 28.3 33.3 28.5 29.4 11.2 43.8 16.4 18.4 24.5 71.5 11.1 2012 0.0 0.0 4.4 4.4 5.7 7.1 7.4 0.1 0.8 63.4 23.9 28.1 2.00 30.6 32.7 33.6 30.0 11.0 40.2 19.1 17.3 28.4 66.4 12.1 35.1 2013 Standalone 0.0 0.0 4.0 5.7 4.8 8.5 4.1 7.3 0.2 0.8 65.1 23.7 34.0 2.00 28.3 34.3 33.5 24.9 41.2 19.5 16.6 29.8 66.5 13.1 41.3 2014 0.0 0.0 6.2 4.7 6.6 8.2 0.1 4.0 0.7 9.0 65.0 22.8 38.1 2.25 27.6 31.4 30.5 26.0 38.1 18.1 21.9 26.5 69.5 11.1 47.8 2015 0.0 0.0 6.5 3.7 1.0 2.9 6.3 9.1 0.3 8.9 56.5 20.6 31.7 31.7 2.00 37.4 30.6 27.3 30.7 14.7 37.9 12.6 20.6 15.8 28.7 72.7 19.0 2011 0.0 0.0 6.1 3.6 0.9 4.4 4.2 9.6 9.6 0.2 8.2 52.1 18.5 35.8 33.2 1.50 43.6 29.7 24.3 24.4 12.1 37.4 17.2 19.0 24.6 75.7 20.9 2012
0.0 0.0 7.5 3.8 4.9 9.4 0.2 9.0 3.3 1.0 53.1 18.7 40.3 2.00 43.9 31.7 25.8 26.7 37.7 13.6 18.4 17.7 27.1 74.2 41.0 27.9 13.0 2013 ` 7,887 (7,625) Million Consolidated 0.0 0.0 9.3 3.9 4.1 8.8 0.4 9.7 3.5 0.9 53.8 19.3 47.9 2.00 40.8 32.5 27.2 21.5 38.6 11.9 18.8 17.1 28.1 72.8 49.4 29.2 10.8 2014 0.0 0.0 8.7 4.5 3.9 9.2 0.2 8.8 3.6 0.9 54.5 19.1 53.2 2.25 36.7 30.5 25.7 22.1 41.2 13.3 17.6 21.3 25.5 74.3 57.8 39.4 11.2 2015 ` ` ` ` ` (x) (x) (x) (x) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%)
PER SHARE DATA # PER SHARE DATA Revenue per share BALANCE SHEET Networth) loans/Eff. Debt-Equity ratio (Total PAT for the year/Total Income for the year/Total PAT Advertisement Income/Income from Operations from Advertisement Income/Income FINANCIAL PERFORMANCE PE Ratio -Price/EPS Ratio (Share Price as of March 31,) Price as of March PE Ratio -Price/EPS Ratio (Share Subscription Income/Income from Operations from Subscription Income/Income Tax/PBT liabilities) assets/Current ratio (Current Current Earnings per share (after prior period adjustments) Earnings per share Dividend per share Indebtedness per share Book value per share Operating Profit/Income from Operations from Operating Profit/Income for the year Dividend Payout/PAT Capital employed) Ops/Eff. Capital Output Ratio (Inc from Other Income/Total Income Other Income/Total Networth Dividend Payout/Effective Fixed assets Turnover (Inc from Ops/Fixed assets) Ops/Fixed from (Inc Fixed assets Turnover Programming Cost/Income from Operations Cost/Income from Programming Cash & cash equivalents/Total Eff.capital employed Eff.capital Cash & cash equivalents/Total Personnel Cost/Income from Operations Personnel Cost/Income from RONW (PAT for the year/Eff. Networth) for the year/Eff. RONW (PAT Selling and Admin Expenses/Income from Operations Selling and Admin Expenses/Income from ROCE (PBIT/Eff. Capital employed) ROCE (PBIT/Eff. Total Operating Cost/Income from Operations Cost/Income from Operating Total Financial Expenses/Income from Operations Financial Expenses/Income from Tax/Income from Operations from Tax/Income Year Ending March 31 March Ending Year Note : Fixed Assets for the consolidated entity excludes Goodwill on consolidation of Figures for FY 2014 have been regrouped wherever necessary. wherever for FY 2014 have been regrouped Figures # Annualised investing in tomorrow in investing
performance ratios-performance an analysis an
164 2. e haveauditedtheaccompanying 1. Zee EntertainmentEnterprisesLimited The Membersof To auditors’ report independent Annual Report2014-15 responsible formaintenanceof and jointlycontrolled companyare in theGroup andofitsassociates Directors ofthecompaniesincluded Rules, 2014.Therespective Board of 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 (“hereinafter referred to of consolidated financialstatements Financial Statements The HoldingCompany’ Management’ W Report ontheConsolidated Zee EntertainmentEnterprises
s Responsibilityforthe s Board e conductedourauditinaccordance esponsibility istoexpress an 3.
as aforesaid. the Directors oftheHolding Company, consolidated financialstatementsby for thepurposeofpreparation of the 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 An auditinvolvesperforming W Our r Auditor’
s Responsibility 4. e believethattheaudit evidence
financial statements. overall presentation ofthe consolidated Directors, aswellevaluating the the HoldingCompany’s Board of the accountingestimatesmadeby used andthereasonableness of 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 In ouropinionandtothebestof Opinion W financial statements Consolidated
165 oper books e have sought and obtained The Consolidated Balance W In our opinion, pr 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 our examination of those from of the books and the reports other auditors. equired by Section 143(3) of by equired equired by the Companies by equired
c) As r a) b) As r the Act, we report that: the Act, we report (Auditor’s Report) Order, 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 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. 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.
2. Report on Other Legal and 1. Regulatory Requirements
7. Our opinion on the consolidated The consolidated financial financial statements, and our on Other Legal and report 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 information and explanations given to us by the Management, these financial statements / financial not material to the information are Group. 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 auditors.
(b)
espect W W W statements / financial information of eighteen subsidiaries, and company, one jointly controlled whose financial statements / reflect total financial information assets of ` 27,198 million as at 2015, total revenues 31 March, of ` 17,386 million and net cash flows amounting to `440 million for the year ended on that date, in the consolidated as considered financial statements. The consolidated financial statements of share also include the Group’s of ` 0.2 million for the net profit 2015, as year ended 31 March, in the consolidated considered respect of financial statements, in two associates, whose financial of the consolidated financial Scheme statements regarding of Arrangement for demerger of Media Business Undertaking of 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 of the consolidated financial recognition statements, regarding of ` 376 Millions of receivable a competing claimed from which is under broadcaster, on the litigation. The management of the current basis of the review 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.
Our opinion is not modified in r Other Matters (a) b) Emphasis of Matter a) of these matters.
6. e didnotauditthefinancial toNote35 e drawattention 5. e drawattentiontoNote12 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,theafor esaid
f)
Section 164(2)oftheAct. as adirector intermsof 2015 from beingappointed disqualified ason31March, incorporated inIndiais jointly controlled company associate companyand the Group companies,its given tous: according totheexplanations the bestofourinformationand 2014, inouropinionandto (Audit andAuditor’s) Rules, with Rule11oftheCompanies Auditor’s Reportinaccordance matters tobeincludedinthe W i. ith respect totheother The financial statements. 26 oftheconsolidated Refer Notes12,25and controlled company– its associatesandjointly position oftheGroup, consolidated financial pending litigationsonthe disclose theimpactof financial statements consolidated 21 May2015 Mumbai,
Firm RegistrationNumber101169W/W-100035 iii. ii. Membership Number107832
financial statements Ther The Gr 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 e hasbeennodelay For MGB&Co.LLP Hitendra Bhandari oup, itsassociates Consolidated Partner
167
Undisputed statutory dues 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 the date they six months from became payable.
Accor (a) Accor Accor Company and Covered entities, Company and Covered examined by us and other auditors and information and explanations given to us and other auditors : explanations given to 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 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 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.
(vii) oftheHolding ding totherecords (v) and ding totheinformation (vi) and ding totheinformation
In our opinion and opinion of In our opinion and opinion In our opinion and opinion of other 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. other auditors, no discrepancies on physical noticed were to the verification as compared book records.
Accor In our opinion and opinion of other (b) (c) 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 weaknesses in the internal control systems was observed by us or
(iii) and ding totheinformation (iv)
As explained to us and other All the fixed assets, except The Holding Company and the auditors, the inventory has been physically verified (copyrights of media content verified with to title documents/ reference by the management agreements) of the Holding Company and the Integrated Receiver Decoders 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 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, noticed on such discrepancies not material, verification which are dealt with in have been properly the books of accounts. Covered entities have maintained Covered showing full records proper particulars including quantitative details and situation of its fixed assets.
(a) (b) (a)
(ii)
(i) investing in tomorrow in investing Annexure referred to in Paragraph 7 (1) referred Annexure on Other Legal of the Section on “Report of our and Regulatory Requirements” of even date. report Enterprises Re: Zee Entertainment and its Limited (‘Holding Company’) and jointly subsidiaries, associates in company incorporated controlled of the India and to whom the provisions to as referred (hereinafter apply Order entities’ in this report) ‘the Covered independent auditors’ report auditors’ independent
168 epresents absoluteamount (ix) (viii) Annual Report2014-15
immediately preceding financialyear. 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 In ouropinionandthe of The HoldingCompanyandtheCover (c) (b)
thereunder withintime. Act, 1956andtherulesframed provisions oftheCompanies in accordance withtherelevant education andprotection fund required amounttoinvestor Covered entitieshavetransferred ^ r The HoldingCompanyandthe The duesofservicetaxandincomewhichar Name oftheStatute The CentralExciseAct,1944 The IncomeTax Act,1961
ed ed Nature oftheDues Source (including Tax Deductedat (xi) (x) Income Tax Service Tax
interest) debentures duringtheyear. Covered entitieshavenotissuedany the year. The HoldingCompanyand banks andfinancialinstitutionsduring not defaultedinrepayment ofdues to 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 In ouropinionandofother In ouropinionandtheof *pertains toerstwhileETCNetworksLimited,mergedwiththeHoldingCompany e notdepositedonaccountofanydisputeare asunder: 0 (`176,706)^ 0 (`406,383)^ 0 (`426,630)^ Amount (`/ million) 3,085 293 148 312 262 45* 18 43 28 15 10 69 3* 3 5 5 5 1 1 2 1 Period towhichthe to F.Y. 2009-2010 F.Y. 2007-2008 F.Y. 2010-2011 F.Y. 2007-2008 F.Y. 2009-2010 F.Y. 2009-2010 F.Y. 2005-2006 F.Y. 2009-2010 F.Y. 2008-2009 F.Y. 2007-2008 F.Y. 2004-2005 F.Y. 2012-2013 F.Y. 2011-2012 F.Y. 2012-2013 F.Y. 2011-2012 F.Y. 2004-2005 .. 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. 1995-1996 F.Y. 2013-2014 F.Y. 2012-2013 F.Y. 2011-2012 F.Y. 2010-2011 F.Y. 2007-2008 amount relate
21 May2015 Mumbai, o the best of our knowledge and o thebestofourknowledge and (xii)
Firm RegistrationNumber101169W/W-100035 which theywere raised. have beenappliedforthepurpose raised termloansduringtheyearwhich Company andCovered entitieshave been noticedorreported duringtheyear. Company andCovered entitieshave auditors, nofraudonorbytheHolding explanations giventousandother according totheinformationand T 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 MGB&Co.LLP Hitendra Bhandari Appellate Tribunal High Court High Court Consolidated Mumbai Partner .
169 61 17 882 335 324 676 997 298 361 2014 8,224 3,025 7,708 5,349 5,644 5,050 3,842 3,311 2,941 2,871 42,116 60,317 11,736 10,281 21,130 26,247 47,377 12,203 60,317 11,730 18,201 (` Millions) 4 12 480 288 780 878 531 378 2015 1,328 3,213 8,163 8,291 7,365 4,204 4,980 4,592 1,464 5,629 49,802 70,058 11,878 10,692 10,248 21,152 34,346 70,058 12,254 20,256 55,498 13,776 Mihir Modi Chief Finance & Strategy Officer 8 3 4 5 6 7 7 7 6 9 12 14 15 16 11 13 10 11 12 1-37 Note Sunil Sharma Director
For and on behalf of the Board Punit Goenka & CEO Managing Director M Lakshminarayanan Company Secretary
arch, 2015 Tangible assets Tangible Intangible assets Capital work-in-progress
Other current assets Other current Total Inventories receivables Trade Cash and bank balances Short-term loans and advances Notes forming part of the consolidated financial statements Current Assets Current investments Current Fixed assets ASSETS Assets Non-current Long-term borrowings Liabilities Current payables Trade EQUITY AND LIABILITIES Funds Shareholder’s capital Share Reserves and surplus Minority interest Liabilities Non-current Long-term provisions liabilities Other non-current liabilities Other current Short-term provisions Total investments Non-current tax assets (net) Deferred Long-term loans and advances assets Other non-current Chartered Accountants Chartered Firm Registration Number 101169W/W-100035 Hitendra Bhandari For MGB & Co. LLP Partner As per our attached report of even date As per our attached report Membership Number 107832 Place: Mumbai 2015 Date: 21 May, investing in tomorrow in investing
balance sheetbalance consolidated M 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 MGB&Co.LLP As perourattachedreport ofevendate Total Other expenses Depreciation andamortisationexpense Finance costs Employee benefitsexpense Operational cost Expenses Total Other income Revenue from operations Revenue Profit fortheyear Profit aftertaxbefore Share of result ofAssociateandMinorityInterest Current tax-current year Provision fortax Less :Tax expense Profit before tax Earnings perequityshareEarnings (facevalue`1each) Add/(Less): Share ofresults ofassociate Deferred taxcharge/(benefit) Notes formingpartoftheconsolidatedfinancialstatements Less: Minorityinterest MAT credit entitlement-earlieryear Basic anddiluted - earlieryears 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 10,408 21,393 48,837 14,040 37,075 51,115 (1,877) (1,433) 4,498 2,278 9,775 9,755 4,737 2,858 financial statements 2015 8.67 673 103 (37) (57) (` Millions) Consolidated 20,688 44,217 13,191 32,833 46,024 7,591 3,895 1,807 8,921 8,900 4,297 2014 9.19 501 158 (19) (4) (2) 2 -
171 - 2 0 (0) (9) 17 23 76 (83) (96) 551 667 117 150 501 348 2014 (117) 8,071 1,790 1,017 3,829 (4,242) (1,020) (2,464) (2,991) (1,482) (2,948) (3,490) 12,975 32,653 13,191 (2,059) (30,391) (` Millions) - 6 (2) 56 42 61 22 (42) (13) (16) 599 339 730 673 302 2015 (142) (140) (251) (363) 1,155 (2,000) 6,809 (4,164) (1,221) (1,530) (2,693) (1,147) 13,209 10,973 30,957 14,040 (3,661) (32,110)
arch, 2015 M
Direct taxes paid (net) Direct operating activities (A) Net cash flow from Cash flow from operating activities Cash flow from Dividend income income Interest in inventories Increase in trade and other payables Increase Sale of fixed assets ` 462,000) Investment in deposit accounts (P.Y. Investment in associates Sale of long-term investments investments of current Purchase investments Sale of current Loans to others by others Loans repaid Dividend received received Interest Net cash flow used in investing activities (B) Purchase of fixed assets / capital work in progress Purchase of long-term investments Purchase Increase in trade and other receivables Increase operations Cash generated from Operating profit before working capital changes before Operating profit Adjustments for : Profit before tax before Profit Adjustments for : and amortisation expense Depreciation for doubtful debts and advances 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 on sale of long-term investments Profit for diminution in value of investments (Reversal) / Provision Preliminary expenses written off (P.Y. ` 47,520) (P.Y. expenses written off Preliminary written back Liabilities / excess provision Cash flow from investing activities Cash flow from
A. B. 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 MGB&Co.LLP As perourattachedreport ofevendate C. Cash andbankbalancesattheendofyear Add: Earmarkedbalances Balance indepositaccounts(P.Y. `462,000) Net cashandequivalents Cash andEquivalentsatthebeginningofyear (` 62,485) 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
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 2,000 5,353 financial statements 2015 (279) (71) (17) 12 10 0 - - (` Millions) Consolidated (1,444) (2,244) 5,644 5,632 5,306 2014 326 778 (26) (14) 47 12 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) ent company and the ent company and the 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 Indirect Subsidiaries Indirect Asia TV Limited OOO Zee CIS Holding LLC # OOO Zee CIS LLC TV Limited Taj Zee Multimedia (Maurice) Limited (Guangzhou) Zee Technologies Limited Essel Vision Productions Limited Essel Vision Productions (India) Private Limited Television Taj Zee Sports Limited Limited Zee Turner (Mauritius) Zee Multimedia Worldwide Limited Expand Fast Holdings (Singapore) Pte Limited Asia Multimedia Distribution Inc.* Direct Subsidiaries Direct Limited Asia Today Private Limited India Webportal 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 Eevee Multimedia Inc. Zee TV USA Inc. Name of the Subsidiaries The CFS includes the Financial Statements of the par The CFS includes the subsidiaries (as listed in the table below). Subsidiaries are consolidated from 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. * 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
iv.
e prepared using e prepared eparation of Consolidated eparation of Consolidated
The CFS ar 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 entity. company statements of the parent and its subsidiaries is done to the 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 of been eliminated in the process in consolidation. Minority interest the minority subsidiaries represents share proportionate shareholders of the net assets and net income. Statements (CFS) relate to Zee Statements (CFS) relate Entertainment Enterprises Limited and its subsidiary Companies, associates and jointly controlled
Principles of Consolidation Basis of pr These iii. ii. i. 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 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 financial statements
2 1 statements financial consolidated investing in tomorrow in investing notes forming part of the Consolidated Financial Statements Financial part of the Consolidated forming
174 evious yearsfigures havebeen 2.1 forming partoftheConsolidatedFinancialStatements notes Annual Report2014-15
v. c. b. 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 Associate (i) Fixed Assets Pr Comparatives The pr Use ofestimates Jointly contr 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 adjustmentsar Goodwill / jointlycontrolled entity of thesubsidiaries /associates Group’s share inthenetworth difference betweenthe Goodwill onConsolidation eparation offinancial
olled entity represents the e madefordifference inaccountingpolicyfordepreciation provided on
(b) (a) (ii) Extent ofHolding
38.61% (26.00%) 26.42% (26.42%)
50.00% (50.00%) consolidation. negative goodwillarisingon Capital reserve represents entity ismade/acquired. / associatesjointlycontrolled investment inthesubsidiaries at thedateonwhich and thecostofacquisition 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 Capital workinpr T T angible fixedassets angible fixedassets 25.00% (Nil) Extent of Holding India Incorporation Country of India India Incorporation Country of Thailand ogress
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 Borr Borr (iii) Depr At eachBalanceSheetdate,the eciable amount for eciable amountfor
owing costsattributableto Intangible assetsacquir Intangible 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 Depr owing costs eciation /Amortisationon financial statements assets Consolidated ed are
175 e amortised e amortised on Tapes are valued are Tapes oduced and / or acquired oduced and / or acquired ograms - reality shows, chat ograms - reality ograms (other than (a) Theatrical rights - Cost is Satellite and other rights - Film rights ar Music rights ar Pr Pr amortised immediately on theatrical release. Allocated cost of each right is expensed immediately on sale. 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 shows, events, current affairs, affairs, shows, events, current game shows and sports rights expensed on fully etc. are telecast. amortised over above) are years starting financial three year of first telecast, the from as per management estimate potential. revenue of 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:
(a) (b) Raw Stock : (c) (d) Film pr Cost is allocated to each right (a) (b) 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 at lower of cost or estimated net
(iii) (ii)
ograms, ecognised
evenue from films evenue from om other services ecognised to the
Recognition est income is recognised est income is recognised Media Content : Commission-Space selling is Revenue fr Theatrical r Inter Dividend income is r Br 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) recognised when the related 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, when Rights) is recognised, the significant risks and have been transferred rewards to the customers. Media content i.e. Pr Services
- revenue oadcasting Inventories (i) (iii) (a) (b) (c) (iv) (v) Revenue Revenue is r (ii) 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. h.
.
e readily e readily
e amortised property
Intangible assets ar Investments, which ar Curr Pr No part of goodwill arising on 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 of bringing the investment to its working property condition for intended use stated at lower of cost and market value determined on an individual investment basis. Long-term investments are stated at cost less provision for diminution other than temporary in the value of such investments. Aircraft - 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 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 which such investments classified are made, are investments. All as current other investments including are investment property classified as long-term investments. conditions of the asset, pastconditions of the asset, etc. history of replacement and leasehold improvements over the period amortised are of lease. Investment Investment in land which is
ent investmentsare emium onleaseholdland
(iii) Investments (ii) (iv) (i) (iii) (ii)
g.
investing in tomorrow in investing notes forming part of the Consolidated Financial Statements Financial part of the Consolidated forming
176 ranslation andExchangeRates forming partoftheConsolidatedFinancialStatements notes Annual Report2014-15 k. ii j.
translated asunder: non-integral operationsare weighted averagebasis. realisable value.Costistakenon benefits (a) Retir (c) (b) (a) Financial Statementsofoverseas T (c) (b) (a) i For
eign 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 dif Revenues andexpenses Assets andLiabilitiesatthe Non-monetary for For For Accounting ofT ement andotheremployee eign currency monetary eign currency transactions ferences arising ransactions eign currency
b) l.
( (iii) (ii) (i) Accounting fortaxesonincome
and managed by an insurance and managedbyaninsurance the gratuityschemeisfunded case ofjointlycontrolled entity, with aninsurancecompany. In under group policyscheme contributions are deposited 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. Retir Minimum Alter Deferr Curr ent taxisdeterminedas ement benefit plans, ement benefitplans, ed taxisrecognised,
nate Tax (MAT)
ovisions involving substantial ovisions involvingsubstantial ovisions, ContingentLiabilities m. 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 (ii) (i) Leases Pr Pr Basic ear Ear
nings perShare Lease ofassetsunderwhich Operating Assets acquir Finance measured reliably. and theassetscanbe with itwillflowtotheGroup respective leaseagreements. in accordance withthe income onaccrualbasis recognised asexpense/ under operatingleasesare Lease payments/revenue classified asoperatingleases. 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 financial statements nings pershare is
Lease Lease ed under Finance ed underFinance Consolidated
177 6 - - - 954 960 960 2014 2,000 21,000 23,000 20,170 21,130 20,170 20,170 ` Millions ` Millions (` Millions) 2014 - - 2014 6,491,000 22 960 2015 953,957,720 Number of 2,000 960,448,720 equity shares 20,170 21,000 23,000 21,152 Number of 20,169,423,120 - preference shares preference 20,169,423,120 960 960 - 22 ` Millions 20,170 20,192 ` Millions
- 2015 - 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 eference Shares - Listed Shares eference
es having a par value of
es and share capital es and share , the holders of equity shares will be entitled to receive remaining assets of the Company, of the Company, assets remaining will be entitled to receive , the holders of equity shares ch 2014, the Company has issued 20,169,423,120 6% Cumulative Redeemable Non-Convertible ch 2014, the Company has issued 20,169,423,120 6% Cumulative Redeemable eference shares and Share capital and Share shares eference
6% Cumulative Redeemable Non-Convertible Pr 1 each by way of bonus in the ratio of 21 Bonus Preference Shares of ` 1 each fully paid up for every Shares of ` 1 each by way of bonus in the ratio of 21 Bonus Preference Shares Preference listed on Bombay Stock Exchange (BSE) and National Stock Exchange (NSE) of ` 1 each fully paid up and are one Equity share in India. During the year ended 31 Mar
Reconciliation of number of Pr Reconciliation of number of Equity shar T (i) In the event of liquidation of the Company T The Company has only one class of equity shar subject to the approval of the shareholders 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. 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.
At the beginning of the year Share capital Share Authorised b) 20,169,423,120 (20,169,423,120) 6% Cumulative Redeemable Non-Convertible Preference Shares Shares Redeemable Non-Convertible Preference 20,169,423,120 (20,169,423,120) 6% Cumulative of ` 1 each fully paid up - Listed of ` 1 each Shares Non-Convertible Preference 22,273,886 (Nil) 6% Non-Cumulative Redeemable fully paid up - Unlisted Issued, subscribed and paid up of ` 1 each fully paid up 960,448,720 (960,448,720) Equity Shares 2,000,000,000 (2,000,000,000) Equity Shares of ` 1 each Equity Shares 2,000,000,000 (2,000,000,000) 21,000,000,000 (21,000,000,000) Preference Shares of ` 1 each Shares Preference 21,000,000,000 (21,000,000,000) Total a) At the beginning of the year Add : Allotted pursuant to the Scheme of Arrangement (Refer (d)(ii) below and Note 35) Add : Allotted on exercise of Employee Stock Options Add : Allotted on exercise Add : Allotted on issue of bonus Preference Shares (Refer (d)(i) below) Shares Add : Allotted on issue of bonus Preference Outstanding at the end of the year Outstanding at the end of the year d) c) 3 Shares erms /rightsattachedofPreference
erms /rightsattachedtoequityshares 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 perther ICICI PrudentialLife InsuranceCompanyLimited Oppenheimer DevelopingMarketsFund Oppenheimer Developing MarketsFund Essel MediaVentures Limited Essel MediaVentures Limited Cyquator MediaServicesPrivateLimited Essel LandmarkPrivateLimited Name oftheShareholders g) Name oftheShareholders f) Equity Shares bought backandcancelled e) Equity Shares allotted asfullypaidbonusshares Preference Shares allottedasfullypaidbonusshares (Referd(i)above) Amalgamation /Arrangement Equity Shares allotted asfullypaidforconsiderationotherthancash,pursuanttoScheme(s)of Arrangement (Referd(ii)above) Preference Shares allottedasfullypaidforconsiderationotherthancash, pursuanttoSchemeof
(ii) back duringfiveyearspreceding 31March, 2015 Preference Shares -Listed Details ofPr Details ofEquityShar Details ofaggr
The holdersofBonusPr The Companywillr The preference shareholders shallbeentitledtovoteonlyonresolutions whichdirectly affect theirrights. referred inNote35.ThesePreference shares are redeemable atparanytimewithinthree yearsfrom thedateofallotment. ` 1eachfullypaidup,totheshareholders ofDiligentMediaCorporationLimited,pursuanttotheSchemeArrangementas 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-ConvertiblePr ecords oftheCompany, includingitsregister ofshareholders /membersandotherdeclarationreceived from shareholders eference Shareholders holdingmore than5%oftheaggregate 6%CumulativeRedeemableNon-Convertible egate numberofbonusshares issued,shares issuedforconsiderationotherthancashandshares bought edeem atparvalue,20%ofthetotalBonusPreference Shares allotted,everyyearfrom thefourth eholders holdingmore than5 % oftheaggregate Equityshares eference Shares shallhavearighttovoteonlyonresolutions whichdirectly affect theirrights.The
preference shares equityshares eference Shares -Unlisted 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% 10.71% 25.13% 20.43% 6.55% 7.15% 9.40%
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 55,030,954 22,273,886 102,888,286 241,402,908 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% 10.71% 25.13% 20.43% 8.57% 9.40%
- -
179 ------0 24 24 86 15 824 772 326 2014 7,130 2,000 8,306 8,246 9,018 2,822 2,000 1,921 8,921 2,063 21,609 23,360 26,247 (. (` Millions)) % Shareholding % Shareholding - 2014 ------47 824 141 242 440 2015 1,996 2,820 1,211 2,161 9,775 2,539 23,360 34,346 28,987 Number of preference shares preference 99.99% % Shareholding % Shareholding 2015 22,273,828 Number of preference shares preference
eference 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 eference
Details of Pr Convertible Preference Shares - Unlisted Shares Convertible Preference
Reserves and surplus Capital Redemption Reserve Add: Appropriated 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 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 General Reserve As per last balance sheet Securities Premium As per last balance sheet - Bonus Shares Less: Utilised on issue of 6% Cumulative Redeemable Non-Convertible Preference Total As per last balance sheet Name of the Shareholders Limited Mediavest India Private h) Less: Utilised on issue of 6% Cumulative Redeemable Non-Convertible Preference Shares - Bonus Shares Non-Convertible Preference Less: Utilised on issue of 6% Cumulative Redeemable under employee stock option plan Add: On issue of Shares ` 405,037) - Earlier year (P.Y. Less: Dividend (Including tax) on Equity Shares (Refer Note 8(iv)) as per transitional provisions Less: Adjustment of depreciation Shares on dividend on Preference Tax dividend on Equity Shares Proposed Less: Utilised on issue of 6% Cumulative Redeemable Non-Convertible Preference Shares - Bonus Shares Non-Convertible Preference Less: Utilised on issue of 6% Cumulative Redeemable to general reserve Transferred Add: Deferred tax on depreciation as above tax on depreciation Add: Deferred on dividend on Equity Shares Tax Add : Profit for the year Add : Profit 4 investing in tomorrow in investing notes forming part of the Consolidated Financial Statements Financial part of the Consolidated forming
180 * Secured againsthypothecationofvehicles.Theaforesaid borrowings carryinterest ratesrangingfrom 9.90%p.a.-13.18%andare repayable upto forming partoftheConsolidatedFinancialStatements notes Annual Report2014-15 January 2019.
editors forcapitalexpenditure ned revenue ent maturitiesoflong-termborrowings rade payables rade payables 7. ovision foremployeebenefits 6. 5.
Total Total Amount disclosedunderthehead“Othercurrent liabilities”(ReferNote7) Vehicle loans*-secured Statutory duespayable Employee benefitspayable Cr Unclaimed dividends Deposits r Advances r Unear Curr ------Pr Other payables Cheques over Total Others Other curr T Other liabilities Provisions Long-term borr
Due toprincipals(pendingr T Pr Pr Dividend onPr Incentive plans Leave benefits Gratuity ovision fortaxation(netofadvances) oposed dividendonEquityShares includingtax
eceived from distributors eceived from customers ent liabilities drawn owings eference Shares includingtax emittances) Non-current Non-current 2015 2015 2015 Long-term 288 288 288 480 256 222 12 12 12 2 ------2014 2014 2014 324 324 324 177 158 335 17 17 17 ------financial statements 9,184 2,448 4,204 3,600 4,980 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 28 49 - - (` Millions) Consolidated (` Millions) (` Millions) 8,892 1,848 1,725 5,050 3,202 3,842 2,247 3,311 2014 2014 2014 561 591 347 399 899 101 63 97 35 12 12 12 12 12 16 48 - -
181
value has been depreciated / amortised over the revised / remaining useful lives. useful remaining / revised the over amortised / depreciated been has value
47 millions (Note 4). The unamortised carrying carrying unamortised The 4). (Note millions 47 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 `
, 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 `
133 million of development expenditure has been capitalized and and capitalized been has expenditure development of million 133 Accordingly loss. and profit of statement to it charging of instead 26, AS under permitted as assets, Intangible as launch `
fective 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 fective Ef iii
of building has been given on operating lease. operating on given been has building of Part ii
114,100 ( 114,100 ( (0) 0 /Million include Buildings i society. co-operative a in share of value the 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 7,933 7,933 499 31 76 7,389 7,708 7,708 225 0 31 - 55 201
7,708 7,708 8,163 285 0 9 - 69 225 8,448 262 19 272 7,933 Total
Trademark 0 0 0 0 - - - 0 0 0 - - - 0
- - 127 6 - - - 6 - 133 - - 133 - Channels - Intangibles
83 83 149 279 0 9 - 63 225 428 (0) 19 139 308 Software
7,625 7,625 7,887 ------7,887 262 - - 7,625 consolidation on - Goodwill
Intangible assets Intangible
Previous year Previous 3,025 3,025 2,588 134 192 - 446 2,200 5,613 181 232 747 4,917
3,025 3,025 3,213 2,640 47 740 141 604 2,588 5,853 63 847 1,024 5,613 Total
Vehicles 107 107 75 97 2 6 2 39 60 172 2 15 18 167
324 324 302 66 - - - 22 44 368 - - - 368 Aircraft
89 89 0 31 25 15 80 166 0 32 57 141 fixures and Furniture 60 60 77
Equipments 111 111 164 128 0 76 43 37 124 292 0 77 134 235
Plant and machinery and Plant 1,743 1,743 1,785 1,721 38 531 58 402 1,754 3,506 50 588 547 3,497
Computers 109 109 136 189 (0) 78 13 60 194 325 (1) 81 105 302
Buildings 504 504 567 234 8 11 - 20 217 801 14 46 112 721
Leasehold improvements Leasehold 10 10 51 106 (1) 7 - 8 106 157 (2) 8 51 116
Leasehold land Leasehold 57 57 56 10 - - - 1 9 66 - - - 66
Tangible Assets Tangible
iv below) below) iv
2014 2014 2015 2015 2014 2014 2014 2015 2015
(Refer Note Note (Refer year
Translation Translation Deductions Additions April, 1 March, March, March, March, March, March, March, March, Translation Deductions
adjustment adjustment the For Description
As at at As As at 31 31 at As Upto 31 31 Upto As at 31 31 at As 31 at As 31 Upto
Reserve Reserve
Gross Block Gross Depreciation / Amortisation / Depreciation Net Block Net
Millions) ( `
8 Fixed assets Fixed 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 (`300,000) Land atHyderabad Investment Property Less: Amountdisclosedunderthehead“Current investments”(Refer note13) ` 100,000/-eachofSGGDProjects DevelopmentPrivateLimited 12,500 (12,500)17%Secured RedeemableUnratedNon-ConvertibleSubordinate Debentures of Developers Limited Nil (2,376)18%Secured RedeemableNon-ConvertibleDebentures of`100,000/-eachParsvnath Limited 50,000 (Nil)9.80%Secured RedeemableNon-ConvertibleDebentures of`1,000/-eachIFCI Limited 50,000 (Nil)9.35%Secured RedeemableNon-ConvertibleDebentures of`1,000/-eachIFCI 419.6 (419.6)unitsof`1,000,000/-eachMorpheusMediaFund Others -Unquoted Rural ElectrificationCorporationLimited Nil (100,000)8.01%Tax Free Secured RedeemableNon-ConvertibleBondsof`1,000/-each Bank Limited 50 (50)10.20%Unsecured RedeemableNon-ConvertibleDebentures of`1,000,000/-eachYes 1,822,000 (1,822,000)Equityshares of`2/-eachEsselPropack Limited 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`10/-eachAplabLimited In Associate-Quoted (` 300,000)) 30,000 (30,000)Equityshares of`10/-eachLastMinuteMediaPrivateLimited(300,000 202,894,105 (172,413,793)Ordinary shares ofGBP0.01eachMirriadLimited In Others-Unquoted Add :Share ofprofit /(loss)forcurrent year(`441,858) 25.00%) 5,000 (Nil)Equityshares ofBaht100/-eachAsiaToday ThailandLimited(Extentofholding 26%)@ (Includesgoodwillarisingonconsolidation`/MillionsNil(7)) Nil (352)Equityshares of`100/-eachIdeaShopWeb andMediaPrivateLimited(Extentofholding In Associate-Unquoted Trade Investments(valuedatcost,unlessstatedotherwise) Non-current investments Other Investments (1,250) 1,464 1,464 1,250 financial statements 2015 573 420 313 313 (37) 50 50 50 47 (5) 5 0 2 0 1 0 1 - - - - (`Millions) Consolidated 2,957 2,941 1,250 2014 573 420 274 274 237 100 42 16 50 47 (7) 2 2 0 9 9 ------
183 - - - - - 44 13 37 11 16 298 490 192 386 466 386 620 620 163 109 333 192 194 573 2014 2014 2014 3,468 3,854 8,224 3,450 3,468 2,190 (` Millions) (` Millions) (` Millions) - - - - - 11 251 346 115 251 588 599 195 2015 Short-term 4,250 4,754 4,754 5,005
10,248 0 57 20 57 158 418 122 834 573 531 653 122 2015 2015 ------6 3 3 83 11 89 588 588 588 278 2014 2,871 1,908
------3 3 11 105 340 556 343 556 105 556 Long-term 2015 4,271 5,629
13 300,000) ovisions) (Contd.) ferences in Employee retirement benefits in Employee retirement ferences ed tax balances as at 31 March, 2015 are as under: 2015 are ed tax balances as at 31 March, ect taxes ovision for doubtful advances - Service tax /Millions 45 (Nil) due from a Company in which one of the directors is interested as director is interested a Company in which one of the directors /Millions 45 (Nil) due from Less: Pr
ovisions T credit entitlement T credit Advance income tax (net of pr MA Advance indir Considered good Considered doubtful Considered
Loans and advances Deferr Deferr Non-current investments Non-current Deferr Depreciation Depreciation - - - Arising on account of timing dif Pr Unabsorbed fiscal allowances Other pr The components of deferr Less: Provision for doubtful advances Less: Provision expenses Prepaid Deposits (unsecured, considered good) considered Deposits (unsecured, Aggregate amount of quoted Investments [Market Value `/millions 319 (282)] [Market Value amount of quoted Investments Aggregate investments (` Diminution in the value of Aggregate amount of unquoted Investments amount of unquoted Aggregate Value of investment property of investment Value 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
11.
ovision fordoubtfuldebtsandadvances 10. ed taxassets(net) ed taxassets 9
ed taxliabilities
Total @ reclassified as “Current investments” under as “Current Note@ reclassified investing in tomorrow in investing * Advances include ` 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`/Millions376(359)claimedfrom competingbroadcaster forrecovery ofthetelecastrightsmoneyrelating tothe 13 est accruedon- 12
Other r Other r Inter Balances withbanks-indepositaccounts(ReferNote16) Unbilled r Total (i) Current investments Other assets Aggregate amountofunquotedInvestments Aggregate amountofquotedInvestments[MarketValue `/millions5,073(3,529)] (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`500,000/-eachAxisFinanceLimited 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(`-236,240) (Includes goodwillarisingonconsolidation`/Millions19(Nil)) holding 38.61%) 522 (Nil)Equityshares of`100/-eachIdeaShopWeb andMediaPrivateLimited(Extentof In Associate-Unquoted Loans -others Long terminvestments Current investments Bank deposits Trade Investments (valuedatcost,unlessstatedotherwise) eceivables # eceivables -related parties(P.Y. evenue ` 107,833)
2015 378 376 2 ------2014 361 359 2 ------3,775 3,271 5,020 8,291 1,250 1,245 3,775 2,000 1,000 1,000 financial statements 2015 21 21 (0) - - - 1,328 1,143 2015 117 30 34 3 1 - - (`Millions) (` Millions) Consolidated 3,349 1,077 2,241 2,000 3,349 5,349 2,000 1,000 1,000 2014 882 2014 752 46 38 42 31 0 4 ------
185 - 6 0 23 12 14 12 12 224 366 2014 2014 2014 1,444 1,810 5,644 1,437 2,056 2,125 5,632 10,281 11,736 10,057 11,707 12,091 (` Millions) (` Millions) (` Millions) - 6 12 Current Current 740 2015
7,365 2,000 2,012 3,126 1,481 5,353 2,012 10 94 121 439 2015 2015 1,825 1,919 10,692 11,878 10,253 11,747 12,611 ------2 2 2 2014 ------2 2 2 2015 Non-current Non-current
` 462,000) .Y. .Y. emittance in transit ed doubtful ed good ed doubtful ed good /Millions 1,462 (1,210) which will commence at a future date. a future /Millions 1,462 (1,210) which will commence at ent accounts
oduction- Programs ovision for doubtful debts In Deposit accounts In Curr Consider Consider Consider Consider
Other bank balances Cash and cash equivalents T Balances with banks In Deposit accounts (P In Unclaimed dividend accounts Less: Amount disclosed under “Other Assets” (Refer Note 12) Cheques in hand / r Cash in hand Balances with banks - Others - Less: Pr Over six months - - - Raw stock - tapes Media content * Under pr Total Cash and bank balances Total Inventories Total
16. 15. (unsecured) rade receivables
14.
investing in tomorrow in investing * valued at lower of cost / unamortised cost or realisable value. realisable * valued at lower of cost / unamortised cost or * Includes rights ` notes forming part of the Consolidated Financial Statements Financial part of the Consolidated forming
186 forming partoftheConsolidatedFinancialStatements notes Annual Report2014-15 Media contentof `/Millions668(447) are impaired duringtheyear. ** IncludesRights acquired ` * Includescost/unamortised cost. 19. est incomefrom 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 claimr Inter Services -Br Operational cost Other income Revenue fr
Less: Closing-Inventory* Other operationalexpenses 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 Telecast cost Add: Production Expenses-Locationhire andsetcharges Add: Commissioned/acquisition**
(a) +(b) -
Commission -Broadcasters oadcasting revenue om operations -
Under production -programs Subscription Advertisement eceived -
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 11,707 14,395 1,258 1,230 2,278 2,230 2,393 3,749 financial statements 2015 2015 2015 200 628 363 608 240 105 268 251 186 104 375 121 427 175 28 79 30 40 23 2 2 (` Millions) (` Millions) (` Millions) Consolidated 18,022 23,801 11,707 14,077 20,688 44,217 17,055 2,654 2,119 8,675 1,730 3,633 1,266 2,367 1,807 2014 2014 2014 113 603 195 116 371 214 370 174 518 480 146 44 96 65 83 78 23 64 1 -
187 - 4 0 2 82 55 72 29 51 79 16 89 33 32 47 23 158 501 147 105 446 149 107 145 142 395 450 147 351 617 344 2014 2014 2014 2014 3,895 7,591 3,643 2,479 1,864 (` Millions) (` Millions) (` Millions) (` Millions) - 3 3 81 69 19 15 61 16 63 35 41 61 (16) 180 118 604 185 135 155 171 449 538 168 213 460 124 510 446 103 673 2015 2015 2015 2015 4,200 3,722 2,853 4,498 10,408
393 208 `47,520) f omotion expenses Plant and Machinery Others Building
- - d / impairment of fixed assets (net) others
- vehicle loans - ofessional charges
ovision for doubtful debts and advances
Depr Finance costs Employee benefits expense Employee benefits Other expenses Donation Insurance Depr Amortisation on intangible assets Inter Confer Pr Bad debts and advances written of Less: Pr Pr Loss on sale / discar Pr Corporate Social Responsibility expenses Miscellaneous expenses Advertisement and publicity expenses Commission expenses Marketing, distribution and pr Rates and taxes Electricity and water charges Communication charges Printing and stationery T Legal and pr 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
eciation ontangibleassets 22. eciation andamortisationexpense 21. est on 20.
ovision fordoubtfuldebtsandadvances ence expenses ovision fordiminutioninvalueofinvestments (P.Y. eliminary expenseswrittenoff
ravelling andconveyanceexpenses 23. investing in tomorrow in investing notes forming part of the Consolidated Financial Statements Financial part of the Consolidated forming
188 i) 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`/Millions1,236(plusinterest) infavouroftheGroup. BCCIhasfileda 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. The Gr The amountr Income taxdemandsmainlyincludeappealsfiledbytheGr Includes commitmentformeetingshortfallfundingtowar Leases (iii) (ii) ( (i) e) d) c) b) a) Contingent Liabilities
34,555 (19,568). Uncalled Liability oninvestmentscommitted Other Commitments towar Estimated amountofcontracts r (b) (a) Operating Leases: Legal casesagainsttheGr Claim againsttheGr Disputed Dir Disputed Indir - - Corporate Guarantees
oup hasreceived legalnoticesofclaims/lawsuitsfiledagainstit relating toinfringementofcopyrights, defamationsuitsetcin relation tothe
(ii) (i) Leasing liabilitiesprimarilyr Lessor andtheLessee.Theinitialtenure oftheleaseisgenerallyfor11to108months. etc. undercancellable/non-cancellableleaseagreements thatare renewable onaperiodicbasisattheoptionofboth In r In r Lease rental chargefortheyear Later thanoneyearbutnotlaterfiveyears Later thanfiveyears Not Laterthanoneyear Future Leaserental obligationpayable(undernon-cancellablelease) For subsidiaries,loansoutstanding For otherr
epresents thebestpossibleestimatearrivedatonbasisofavailableinformation.TheGroup hasengagedreputed advocatestoprotect espect ofassetsgivenunderoperatinglease espect ofassetstakenunderoperatinglease The r The Gr to 36months. ect Taxes * ect Taxes ental revenue fortheyearis elated parties,loansoutstanding oup hasgivenpartofitsbuildingsundercancellableoperatingleaseagreement. Theintialtermoftheleaseisfor11 oup notacknowledgedasdebts#
oup @
ds mediacontent andlicensefeesforlivefuture broadcasting andfornon live/tapeevents elate toleaseofcertainoffices, residential premises andplantmachinery(includingequipments) emaining tobeexecutedoncapital accountnotprovided for (netofadvances) `/Millions Nil(Nil) `/Millions 104(78). `/Millions 791(1,265)^ `/Millions 392(404). ds revolving debtservicereserve account(DSRA) obligationagainstfinancialfacilitiesavailedby oup before variousappellateauthorities(includingDisputeResolutionpanel)againstthe
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 (` Millions) (` Millions) Consolidated `/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 Thailand (` Millions)
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
e
enture (held through Zee Turner Limited) Zee Turner through (held enture ireless Services Limited; Bombay Mobile Softwares Private Limited; Broadcast Audience Research Council; Cyquator Media Audience Research Broadcast Private Limited; Limited; Bombay Mobile Softwares Services ireless Non-Current Investments as at 31 March Non-Current Associates Other Receivable / Unbilled Revenue Joint Venture Other related parties Other related ` 107,833) parties (P.Y. Other related ` 18,480) Associates (P.Y. Trade Receivables as at 31 March Trade Joint Venture Payables / Other Payables as at 31 March Trade (` 124,886) Joint Venture Other related parties Other related Loans, Advances and Deposits given as at 31 March parties Other related Loans, Advances and Deposits Received as at 31 March parties Other related Other related parties Other related Name of the Jointly Controlled Entity Name of the Jointly Controlled 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 Enterprise India Private Limited Media Pro
Associate Joint V ectors/ Key Management Personnel A) D) B) E) C) F)
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. Dir T 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 Agrani W b. a. 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 Disclosur (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
parties ransactions duringtheyearwithrelated
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 * T R) Q) P) O) N) M) L) K) J) I) H) G) ransactions with Joint Venture hasbeenreported atfullvalue. 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. `63,113) Joint Venture (P.Y. `54,153) Commission Expenses Other related parties Associates (P.Y. `70,964) Joint Venture (P.Y. `349,062) Purchase ofMediaContentandServices Other related parties Purchase ofFixedAssets/CapitalAdvances Other related parties Sale ofFixedAssets Other related parties Joint Venture Reimbursements /Recoveries Other related parties(`490,235) 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
11,049 1,001 2,279 1,703 1,703 financial statements 2015 427 129 104 791 11 22 87 90 13 28 26 41 10 2 0 1 2 3 1 - - - - (` Millions) Consolidated 12,366 2,150 8,517 1,396 2014 144 601 54 55 10 19 45 30 75 0 4 0 0 0 5 5 1 4 ------
191 aj `/Millions
paid to Key Management Key to paid
Corporate guarantees on behalf of T (zer Loans, Advances and Deposits Loans, Advances and Deposits Short T Corporate Social Responsibility Loans, Advances and Deposits Remuneration TV Limited `/Millions 11,049 (12,366), Council Audience Research Broadcast `/Millions 170 (170), Dish TV India Limited `/Millions Nil (417), Siti Cable Network Limited `/Millions 610 (791), Zee Learn Limited `/Millions 11 (18). million. 51 (51) and Mr. Subodh Kumar `/ 51 (51) and Mr. Millions 36 (4). Enterprise given includes Media Pro India Private limited `/Millions Nil (4), Council Audience Research Broadcast `/Millions 50 (Nil), Cyquator Media Services Private Limited `/Millions 2 (19), Digital Subscriber Management and Consultancy Services Private Limited `/Millions 340 (Nil). includes Cyquator received repayment Media Services Private Limited `/ Millions Nil (21), Essel Corporate Private Limited `/Millions Nil Resources (22), Real Media FZ-LLC `/Millions 11 (Nil), Zee Media Corporation Limited `/ Millions Nil (10). includes Dish TV India Limited received `/Millions 22 (Nil). Private Limited `/ Mercantile Tapasvi Millions 1,001 (Nil). operations. Puneet Goenka Personnel Mr. activities includes Himgiri Zee University `/Millions 90 (Nil). /Millions 315 (173), Zee LearnLimited `/Millions 315 (173), Zee Media Limited `/Millions 51 (183), Zee `/Millions 1,196 Corporation Limited (1,181)**. ** Includes `/Millions 200 (999) license Corporation fees paid to Zee Media from revenue Limited netted from
r. “0” ao) denotesamountslessthan o. p. q. include repaid erm Borrowings m. n. l. eceived om /Millions /Millions /Millions 3 /Millions 41 (23). /Millions 1 (1), Dish /Millions 52 (59). /Millions 1 (Nil), Dish /Millions 1,212 (560), /Millions 8 (19), Zee
/Millions Nil (22), Zee Media /Millions 12 (14), Zee Media ` ` /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 Pur Reimbursements / Recoveries fr Pur Other Income Include Dividend r Services include from Media Pro Media Pro Services include from Enterprise India Private Limited `/ Thailand Millions Nil (0), Asia Today Limited `/Millions 13 (Nil), Dish TV India Limited `/Millions 203 (189), Essel Private Limited `/ Corporate Resources Millions 294 (290), Siti Cable Network 0 (7). Subscription Income - 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 ` 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 `/Millions 3 (8), Siti Cable Network Limited `/Millions Nil (1), Zee Learn Limited `/Millions 11 (Nil). Sale of Fixed Assets to Zee Media Corporation Limited `/Millions 2 (Nil). Advertisement Income - Diligent MediaAdvertisement Income ` Corporation Limited TV India Limited ` ` Media Corporation Limited Limited `/Millions Propack Essel from 2 (1). Rent/Miscellaneous Income from Enterprise India Private Media Pro Limited `/Millions 1 (5), Dish TV India Limited `/Millions 28 (28), Siti Cable Network Limited `/Millions 13 (8), Zee Media Corporation Limited `/Millions 51 (34). Balance written back includes Private Limited `/Millions India Intrex 0 (Nil), Pan India Network Limited `/
k. chase ofMediaContentand i. j. chase ofFixedAssetsfrom h.
`/Millions 121 (90), Zee /Millions 22 (Nil). e In Respect of om Operations includes
/Millions Nil (11).
/Millions 8 (Nil).
Disclosur
Revenue fr Loans, Advances and Deposits T Other Receivable balances include Loans, Advances and Deposits T Investments at year end includes Investments at year 248 (334). 248 Received outstanding includes Dish TV India Limited ` Learn Limited `/Millions Nil (51), Zee Media Corporation Limited `/Millions balances - Media Pro Enterprise India balances - Media Pro Private Limited `/Millions 0 (Nil), Aplab Limited `/Millions Nil (0), Asia Today Thailand Limited `/Millions 4 (Nil), Dish TV India Limited Media Pro Enterprise India Private Media Pro Limited `/Millions 26 (Nil), Dish TV India Limited `/Millions 158 (Nil), Dish Infra Services Private Limited `/Millions 3 (Nil); Essel Finance Management LLP `/ Millions 4 (Nil), Zee Media Corporation Limited ` balances outstanding includes Cyquator Media Services Private Limited `/Millions 30 (28), Broadcast Council `/Millions Audience Research 45 (Nil), Digital Subscriber Management and Consultancy Services Private Limited `/Millions 340 (Nil), Real Media FZ-LLC ` Millions 368 (447). (2). from outstanding include receivable Enterprise India Private Media Pro Limited `/Millions 788 (2,311), Dish TV India Limited `/Millions 22 (46), Siti Cable Network Limited `/Millions International Limited `/ 184 (31), Veria investment in equity of Aplab Limited investment in equity and Shop Web `/Millions 5 (42), Idea `/Millions 21 (9), Media Private Limited Limited `/Millions 1 Thailand Asia Today Limited `/Millions 2 (Nil), Essel Propack
g. f. e. rade Payables/Other d. c. b. rade Receivablesbalances 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 nings Per Share (EPS) 33
Payment toAuditors (b) (a) Segment Operational costandotherexpensesar Ear For SubsidiariesandJointlycontrolled entity Total Total Reimbursement ofexpenses(`144,86598,852)) Certification andtax representation (`490,000) Tax auditfees(P.Y. `448,958) Audit fees Reimbursement ofexpenses(`427,135274,245)) Certification andtax representation Tax auditfees Audit fees For Standalone c. eighted average numberof equityshares forbasicanddilutedEPS(innumbers) ofit availableforappropriation toEquityShareholders ( b. ofit after Tax ( a.
- Segment Reporting are not applicable. Segment assetsandliabilitiesar The r The geographicalsegmentsconsider Revenue fr The Gr Business Segment Basic anddiluted EPS( Nominal valueofequityshar W Pr Less: Dividendonpr Pr Rest ofWorld India Rest ofWorld India evenues are attributabletocountriesbasedonlocationofcustomers. Information oup operatesonlyinoneSegmentnamely‘ContentandBroadcasting’ andhencebusinesssegmentdisclosure asperAS-17 om GeographicalMarket `/Millions)
eference shares (includingtax) `) es ( e disclosedbasedonthecountriesofincorporationrespective companies. `) e netoff recoveries ed fordisclosure are IndiaandRestoftheWorld.
`/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 2015 2015 8.67 Revenues 15 26 23 Capital Expenditures 0 7 1 7 0 0 3 1 1,010 2015 184 959,689,900 (` Millions) (` Millions) (` Millions) Consolidated (` Millions) 12,469 31,748 8,820 8,921 1,378 2014 2014 2014 2014 9.19 2014 101 13 19 17 76 0 5 1 7 0 2 0 1
193
1 28 46 22
10 3,036 3,065 1,001 2,018 1,996 ` Interest Amount
(` Millions) 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 ` e transferred to and recorded in the books of account of in the books of account of to and recorded e transferred 1 each of the Company for every Four equity shares of 1 each of the Company for every Four equity shares ` eference Shares of Shares eference 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 d 27 on “Financial Reporting of Interest in Joint Ventures”, the Group’s share of each of the share the Group’s in Joint Ventures”, d 27 on “Financial Reporting of Interest fect in the financial statements for the year ended 31 March 2015 and pursuant to the Scheme: 2015 and pursuant to the ended 31 March fect in the financial statements for the year e in respect of Joint Venture Companies of Joint Venture e in respect Particulars Fixed assets Deferred tax assets Deferred Other assets Total assets Total Less: Short-term borrowings Current liabilities Net assets (Refer note (ii) below) Shares Less: Issue of Preference to General Reserve Surplus Transferred
each held in DMCL. 22,273,886 6% Non-Cumulative Redeemable Pr The assets and liabilities of Media Business Undertaking of DMCL ar The assets and liabilities of Media Business 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 ef i i.
Media Pro Enterprises India Private Limited Media Pro Name of the Joint Ventures Disclosur In Compliance with Accounting Standar 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 that its international and domestic length as per at arm’s transactions are 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 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
36 ) investing in tomorrow in investing i. 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,asr 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 1 Indian SUBSIDIARIES Zee EntertainmentEnterprisesLimited 5 4 3 2 1 5 4 3 2 6 8 7 Name oftheentity Zee Turner Limited 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 OOO ZeeCISLLC Zee Multimedia(Maurice)Limited Taj TVLimited equired toConsolidated Financial StatementstoScheduleIIItheCompaniesAct,2013,of total assetsminusliabilities consolidated net Net assets,i.e., As %of assets 83% 16% 0% 0% 0% 1% 9% 0% 1% 0% 0% 0% 0% 0%
Amount 45,875 8,789 4,754 110 792 767 120 (54) (68) (14) (17) 75 68 - consolidated financial statements profit orloss 2015 243 281 882 122 849 24 11 18 Share ofprofit orloss 1 - - As %of 85% 10% (1%) (1%) (2%) 0% 0% 0% 1% 0% 5% 0% 0% 0% (` Millions) (` Millions) Consolidated Amount 8,318 3,096 1,180 (186) 2014 960 498 (85) (89) (12) 890 876 812 413 211 884 33 79 31 (3) (0) 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 - 4 5 1 (7) (0) 21 96 (24) (33) 459 (381) Amount 0% 0% 0% 1% 0% 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 figur consolidation adjustments have not been considered. Eevee Multimedia Inc. Zee Technologies (Guangzhou) Limited (Guangzhou) Zee Technologies Asia Multimedia Distribution Inc. Zee Entertainment Middle East FZ-LLC Zee Entertainment Middle Media FZ-LLC ATL Limited Zee TV South Africa (Proprietary) Zee TV USA Inc. and Media Private Limited Idea Shop Web Minority Interests in all subsidiaries Minority Interests AS PER THE EQUITY METHOD) (INVESTMENT ASSOCIATES Indian Aplab Limited Foreign Thailand Limited Asia Today CONSOLIDATION) JOINT VENTURES (AS PER PROPORTIONATE Indian Enterprise India Private Limited Media Pro es
Name of the entity 15 9 14 10 11 12 13 2 1 1 1 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