76 STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES/ASSOCIATES/JOINT VENTURES AS PER THE COMPANIES ACT, 2013 FOR THE YEAR ENDED 31 MARCH 2017 ANNEXURE TODIRECTORS’ REPORT PART “A”: SUBSIDIARIES (` Millions) Reporting Share Reserves & Total Total Investments (Other Profit before Provision for Profit after Proposed Mode and % of Name of the subsidiary Turnover Currency Capital Surplus Assets Liabilities than Subsidiary) Taxation taxation taxation Dividend shareholding Zee Turner Limited INR 1 47 159 111 25 - (47) 1 (48) - 74% Essel Vision Productions Limited (EVPL) INR 130 267 3,231 2,833 - 2,853 172 43 129 - 100% Taj Television (India) Private Limited * INR 1 620 1,572 952 - 480 431 166 265 - 100% Zee Digital Convergence Limited INR 300 (632) 555 887 14 189 (451) - (451) - 100% Sarthak Entertainment Private Limited INR 5 294 403 105 - 473 134 47 87 - 100% Zee Unimedia Limimted INR 100 (210) 581 692 - 1,211 (421) (201) (219) - 100% Zee Multimedia Worldwide (Mauritius) Limited (ZMWL) USD 3,681 1,429 5,111 1 - - 103 3 100 - 100% Zee TV USA Inc. $ USD 65 (65) - - - - - - - - 100% Asia TV Limited & GBP 1,330 (470) 2,472 1,611 - 1,215 129 (35) 164 - 100% OOO Zee CIS Holding LLC ** RUB - - - - - - - - - - 100% OOO Zee CIS LLC ** RUB 0 31 50 19 - 93 30 7 23 - 100% Asia Multimedia Distribution Inc. ** CAD 0 10 169 159 - 186 10 3 7 - 100% Zee TV South Africa (Proprietary) Limited** ZAR 0 (230) 80 310 - 180 54 - 54 - 100% Asia TV USA Limited** USD 0 48 2,387 2,339 - 2,225 86 33 53 - 100% ATL Media Ltd (Formerly known as Asia Today Limited) (ATL USD 0 9,208 20,796 11,588 4,250 2,007 (216) 116 (331) - 100% Media) Expand Fast Holdings (Singapore) Pte Limited ^ USD 4 128 160 28 - 202 9 1 9 - 100% Taj TV Limited ^ USD 1,098 17,080 21,482 3,304 - 6,020 19,078 14 19,065 - 100% Asia Today Limited (Formerly known as Zee Multimedia (Maurice) USD 6 645 7,835 7,184 269 3,256 842 15 827 - 100% Limited) (ATL) ^ Asia Today Singapore Pte Limited SGD 65 (72) 193 200 2 588 29 3 27 - 100% Zee Technologies (Guangzhou) Limited && YUAN 106 (147) 3 44 - - (18) - (18) - 100% Zee Entertainment Middle East FZ-LLC & AED 44 1,531 1,917 342 - - 467 - 467 - 100% ATL Media FZ-LLC & AED 1 (154) 812 964 - 276 (5) - (5) - 100% Zee Radio Network Middle east FZ - LLC & AED 1 (0) 1 1 - - (0) - (0) - 67% Z5X Global FZ - LLC & AED 1 (28) 398 425 65 - (29) - (29) - 100% Asia TV Gmbh** EUR 1 1 44 42 - 29 1 0 1 - 100% Zee Studios International Limited ^ CAD 0 - 0 - - - - - - - 100% Eevee Multimedia Inc. # USD 16 (76) 1 61 - - (17) 0 (17) - 100% ^ Held through ATL Media;** Held through Asia TV Limited; & Held through Asia Today Limited; && Held through Asia Today Singapore Pte Limited; # Held through EVPL; $ Held through ZMWL; *Upto 28 Feb 2017 Exchange rate as on March 31 2017 for P&L items : 1 USD = ` 67.0596, 1 YUAN = ` 9.96, 1 AED = ` 18.27, 1 ZAR = ` 4.767, 1 GBP = ` 87.34, 1 RUB = ` 1.063, 1 CAD = ` 51.07, 1 EURO = ` 73.55 Exchange rate as on March 31 2017 for Balance Sheet items : 1 USD = ` 64.802, 1 YUAN = ` 9.40, 1 AED = ` 18.02, 1 ZAR = ` 4.83, 1 GBP = ` 80.93, 1 RUB = ` 1.15, 1 CAD = ` 48.617, 1 EURO = ` 69.225 PART “B” : ASSOCIATES AND JOINT VENTURE Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associates and Joint Ventures (` Millions) Shares of Associate/Joint Venture held by the company on the year end Networth attributable Profit / Loss for the year Reason why Description of how Latest audited to Shareholding as per associate/joint Name of Associates/Joint Ventures Amount of Investment in Considered in Not Considered in there is significant balance Sheet Date Numbers Extent of Holding % latest audited Balance venture is not Associates/Joint Venture Consolidation Consolidation influence Sheet consolidated A TOZEEOFCONTENT LEADERSHIP Aplab Limited# 31-Mar-16 1,321,200 47 26.42% - - (33) Refer Note A - Fly by Wire International Private Limited# 31-Mar-16 980,000 13 49.00% - (6) - Refer Note A - Asia Today Thailand Limited 31-Mar-17 10,000 2 25.00% 1 (3) - Refer Note A - Media Pro Enterprise India Private Limited 31-Mar-17 2,500,000 25 50.00% 163 76 - Refer Note B - India Webportal Private Limited 31-Mar-17 126,990,000 316 51.00% (32) (72) - Refer Note B - REPORTANNUAL 2016-17 Note A :- There is significant influence due to percentage (%) of Share Capital ; Note B :- There is joint control by virtue of Joint control agreement # The investments is zero as share of networth is negative; 0 (Zero) denotes amounts less than a million. For and on behalf of the Board of Directors Place: Mumbai Adesh Kumar Gupta Punit Goenka Date: May 10, 2017 Director Managing Director & CEO CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS PAGE NO. : 01-44 PAGE NO. : 45-109 PAGE NO. : 110-220 ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) 1 A brief outline of the Company’s CSR Policy including overview of projects or Pursuant to Section 135 of the Companies Act, 2013, the Corporate Social Responsibility programs proposed to be undertaken and a reference to the weblink to the CSR Committee of the Board had approved a CSR Policy with primary focus on Education, policy and projects or programs Healthcare, Women Empowerment and Sports. Besides these focus areas the Company shall also undertake any other CSR activities listed in Schedule VII of the Companies Act, 2013. The CSR Policy of the Company can be viewed on www.zeetelevision.com 2 The Composition of the CSR Committee The CSR Committee of the Board comprises of 3 Directors. Mr Subodh Kumar, Non-Executive Director is the Chairman of the Committee while Prof Sunil Sharma, Independent Director & Mr Punit Goenka, Managing Director & CEO are its Members 3 Average net profit of the Company for last three financial years ` 12,300 Million 4 Prescribed CSR expenditure (two percent of the average net profits for last three years) ` 246 Million 5 Details of CSR spent during FY a) Amount to be spent in FY 17 (including unspent amount for FY 15-16) ` 264.08 Million b) Amount spent ` 263.14 Million c) Unspent amount ` 0.94 Million d) Areas where spent As detailed in Annexure A ANNEXURE A (` Millions) Projects or Programmes Amount outlay Cumulative Local area or other, specify Amount spent Amount spent CSR Projects or Sector in which the (budget) project expenditure the State and district where on the projects direct or through Activities Identified project is Covered or programmes upto the projects or programmes wise or programmes implementing agency was undertaken reporting period Rural Development Rural Development New Delhi 30.00 30.00 30.00 Bharat Lok Shiksha Transformation Projects for Upliftment Parishad, New Delhi of Communities in tribal/ rural areas Libraries and Aid to Setting up of Libraries Rajasthan 0.07 0.07 30.07 Room to Read India Government Schools Trust Health Care Promotion of Health Care Mumbai, Maharashtra 10 10 40.07 Marrow Donor Registry (India) Rural Development- Community Development Mumbai, Maharashtra 5 5 45.07 SIFE India Community Development Projects Educational Infrastructural Hisar, Haryana 2.07 2.07 47.14 Guru Jambeshwar Development Development of Facilities University for promotion of Education Hisar, Haryana 216.00 216.00 263.14 Dr Subhash Chandra Foundation Note: CSR spend mentioned herein are amount contributed / remitted by the Company to NGO’s or implementing agencies mentioned above, which may or may not be fully utilised toward purposes mentioned above. The CSR committee hereby certifies that the implementation and monitoring of the CSR Policy is in compliance with the CSR objectives and Policy of the Company. Subodh Kumar Punit Goenka Non-Executive Director Managing Director and CEO Place: Mumbai Date: May 10, 2017 77 ANNUAL REPORT 2016-17 A TO ZEE OF CONTENT LEADERSHIP ANNEXURE TO DIRECTORS’ REPORT DISCLOSURE ON MANAGERIAL REMUNERATION PURSUANT TO SECTION 197 READ WITH RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 A. Remuneration of each Director and Key Managerial Personnel (KMP) along with particulars of increase during the financial year, ratio of remuneration of Directors to the Median remuneration of employees and comparison of remuneration of each KMP against Company’s standalone performance: Ratio of Directors Comparison of remuneration of each Remuneration % increase in Name of Director/ Key Managerial Person remuneration to KMP against Company’s performance (` in Millions) Remuneration Median remuneration % of Turnover % of net Profit before tax Non-Executive Directors Subhash Chandra 2.20 10% 3:1 NA NA Ashok Kurien 2.20 10% 3:1 NA NA Sunil Sharma 2.20 10% 3:1 NA NA Neharika Vohra 2.20 10% 3:1 NA NA Manish Chokhani 2.20 10% 3:1 NA NA Adesh Kumar Gupta 2.20 10% 3:1 NA NA Subodh Kumar 2.20 10% 3:1 NA NA Executive Director Punit Goenka 81.69 5% 97:1 0.17% 0.48% Key Managerial Personnel Mihir Modi 17.08 11% NA 0.03% 0.10% M Lakshminarayanan 15.63 8% NA 0.03% 0.09% Note: Non-Executive Directors remuneration represents Commission payable during FY 2016-17. During last FY the Company had paid pro-rata Commission of ` 2 Million to each Non-Executive Director and the increase in Commission to Non-Executive Directors has been worked out on annualised basis.