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Zee Media Corporation Ltd.

BSE: 532794 Sector: Media
NSE: ZEEMEDIA ISIN Code: INE966H01019
BSE 15:44 | 27 Mar 2018 Zee Media Corporation Ltd
NSE 05:30 | 01 Jan 1970 Zee Media Corporation Ltd
OPEN 38.90
PREVIOUS CLOSE 38.70
VOLUME 77916
52-Week high 50.15
52-Week low 33.65
P/E 42.89
Mkt Cap.(Rs cr) 1,817
Buy Price 38.65
Buy Qty 4494.00
Sell Price 0.00
Sell Qty 0.00
OPEN 38.90
CLOSE 38.70
VOLUME 77916
52-Week high 50.15
52-Week low 33.65
P/E 42.89
Mkt Cap.(Rs cr) 1,817
Buy Price 38.65
Buy Qty 4494.00
Sell Price 0.00
Sell Qty 0.00

Zee Media Corporation Ltd. (ZEEMEDIA) - Director Report

Company director report

To the Members

Your Directors take pleasure in presenting the 17th Annual Report of your Companytogether with Audited Financial Statements for the year ended March 31 2016.

FINANCIAL HIGHLIGHTS

The financial performance of your Company for the year ended March 31 2016 issummarized below:

(Rs in Millions)
Particulars Standalone - Year ended Consolidated - Year ended
March 31 2016 March 31 2015 March 31 2016 March 31 2015
Total revenues 3945.85 3917.11 5604.77 5537.75
Total expenses 3662.34 3812.32 5576.09 6092.81
Profit before tax & exceptional items 283.51 104.79 28.68 (555.06)
Exceptional items - - (61.51) -
Profit before tax 283.51 104.79 (32.83) (555.06)
Provision for taxation 96.06 43.14 (2.53) (123.54)
Profit after tax 187.45 61.65 (30.30) (431.52)
Balance brought forward 1741.87 1716.38
Adjustment for depreciation as per transitional provision - (54.78)
Deferred tax on depreciation as above - 18.62
Amount available for appropriation 1929.32 1741.87
Appropriation
Dividend 70.62 -
Dividend distribution tax 14.38 -
Balance carried forward 1844.32 1741.87

There have been no material changes and commitments that have occurred after close ofthe financial year till the date of this report which affect the financial position of theCompany. Based on internal financial control framework and compliance systems establishedin the Company and verified by the statutory and internal auditors and reviews performedby the management and/or the Audit Committee of the Board your Board is of the opinionthat Company’s internal financial controls were adequate and effective during thefinancial year 2015-16.

DIVIDEND

After a gap of over 5 years your Directors are pleased to recommend Equity Dividend ofRs 0.15 per equity share of face value of Rs 1/- each for the Financial Year 2015-16. Thetotal outflow on account of Dividend payment would be Rs 85 Million which includesdividend of Rs 70.62 Million and tax on dividend of Rs 14.38 Million.

OPERATIONS & STRATEGY

FY16 proved to be the year of reckoning for India with the economy emerging as theclear growth leader in the world and the improvement in economic fundamentals acceleratedwith the combined impact of strong government reforms and central bank’s inflationfocus supported by benign global commodity prices. Projected GDP growth of 7.5-8% in FY17on the back of expected favourable monsoon increased consumerism and improved investorconfidence is expected to fuel growth across industries and sectors.

The television media industry grew by 14.2% making it a Rs 542 billion industry in 2015from Rs 475 billion in 2014. Broadcast advertisement revenues grew by 17% to Rs 181billion in 2015 from Rs 155 billion in 2014 while the broadcast subscription revenuesregistered 15% growth to Rs 86 billion in 2015 from Rs 75 billion in 2014. Precededby a year of general elections 2015 witnessed single digit growth in news channels.

The Indian television industry continued to witness upheaval in the operatingenvironment. The implementation of alternative rating system by Broadcast AudienceResearch Council (BARC) with wider geographic coverage including rural markets led tomajor changes in pecking order and forced all players to alter their strategies. Growth incontent consumption over digital platforms provided an experimental field to broadcastersfor additional revenue and a complementary medium to advertisers to reinforce their brandcommunication.

Your Company continues to be one of the largest news networks touching more than 258million viewers through its 10 News Channels in 5 different languages and reaching morethan 280 million users through digital channels.

Zee News the flagship channel of your Company and a pioneer in news broadcastingreached over 115.5 million viewers across India in Q4 FY16.

While Zee Business India’s 1st 24-hour Hindi business channel reachedmore than 25.5 million viewers across India.

India 24x7 your Company’s national news channel launched on October 24 2015reached more than 97 million viewers.

Zee 24 Taas outperformed its competitors to emerge as No. 1 Marathi News channel inreach with more than 39.1 million viewers across India.

Zee Punjab Haryana Himachal dominated the region’s news market and reachedmore than 22.6 million viewers across India.

Zee Madhya Pradesh and Chhattisgarh launched on March 31 2013 for viewers ofMadhya Pradesh and Chhattisgarh has established its dominance and No. 1 position with areach of more than 27.9 million viewers across India.

Zee Rajasthan News (erstwhile Zee Marudhara) which was launched on July 31 2013for Rajasthan market emerged as No. 1 Rajasthani News channel and reached over 20.5million viewers across India.

Zee Kalinga News (erstwhile Zee Kalinga) Company’s offering for Odisha marketlaunched on January 26 2014 reached more than 10.6 million viewers across India.

24 Ghanta your Company’s Bengali news offering through the 60% subsidiaryZee Akaash News Pvt Ltd is No. 1 in reach in West Bengal with more than 30.2 millionviewers across India.

While Zee Purvaiya (erstwhile Maurya TV) the regional channel housed under awholly owned subsidiary Maurya TV Pvt Ltd targeting Bihar and Jharkhand region reachedmore than 13.7 million viewers across India.

Zeenews.com registered a year on year increase of 37.3% in visits 37.9% in uniquevisitors and 24% in page views. The website attracted over 160 million unique visitors395 million visits with 753 million page views in FY16 compared to 116 million uniquevisitors 287 million visits with 607 million page views in the previous year. Theregional arms of the website put up a phenomenal performance with visitors on HindiBengali and Marathi websites growing by 98% 95% and 26% respectively.

Dnaindia.com registered a year on year increase of 50.1% in visits 49.3% in uniquevisitors and 62.6% in page views. The website attracted over 102 million unique visitors173 million visits with 258 million page views in FY16 compared to 68 million uniquevisitors and 115 million visits with 159 million page views in the previous year.

Your company launched 5 news apps (Zee News – Hindi Zee News –English 24 Taas 24 Ghanta DNA) since December 2015 on Android and iOS platforms and thetotal installs crossed 1 million mark within six months.

During the year keeping in view the muted growth in news genre your company focusedon consolidating the revenues. Simultaneously your company strived to increaseprofitability by establishing operational efficiencies and using cutting-edge technologyto optimize expenditure. As a result while the revenues remained flat at Rs 5429.1million operating profit grew by 100.3% to Rs 953.5 million in FY16 from Rs 476.1 millionin FY15.

RIGHTS ISSUE

During the year under review in terms of the Letter of Offer dated March 16 2015your Company successfully raised Rs 1955.59 Million from the market by issuance of108643732 Equity Shares of Rs 1 each at the price of Rs 18/- per Equity Shares onRights basis in the ratio of 3 (Three) Right Shares for every 10 (Ten) Equity Shares heldas on Record date of March 17 2015. The said Rights Issue which opened on March 25 2015and closed on April 8 2015 was subscribed by 1.03 times. Consequent to allotment ofRights Shares the Paid-up Share Capital of your Company increased to Rs 470789505comprising of 470789505 Equity Shares of Rs 1 each.

Particulars of utlisation of Rights Issue funds during FY15-16 which are inaccordance with the Letter of Offer dated March 16 2015 is as detailed herein:

(Rs in Millions)
Details of Utilization Proposed as per Utilized during Unutilized as at March 31 2016
LOF FY16
Purchase of equipment and accessories 450.52 - 450.52
Repayment/prepayment of Company loans 449.95 449.95 -
Funding repayment of subsidiaries Loans 600.00 600.00 -
General Corporate Purposes 455.12 430.66 24.46
Total 1955.59 1480.61 474.98

Balance Rights Issue funds of Rs 474.98 Million have been parked in Current / FixedDeposit accounts with Banks.

REGISTRAR & SHARE TRANSFER AGENT

During the year under view consequent to certain allegations of fraud and malpracticesin the conduct and operations of Sharepro Services (India) Pvt Ltd (‘Sharepro’)who has been Registrar & Share Transfer Agent (‘R&T Agent’) of theCompany SEBI had issued an interim order dated March 22 2016 inter alia restrainingSharepro from involving in Stock Market related activities. As per the said order of SEBIyour Company had engaged M/s. MKB & Associates Company Secretaries to carry out anAssurance Audit of Sharepro in connection with records of the Company and the said Auditdid not reveal irregularity or violations with respect to transfer of securities orpayment of dividend of the Company during the Audit period from January 2007 till March2016. Subsequently in pursuance of the advisory issued by SEBI vide the said order datedMarch 22 2016 and also considering that key employees were leaving Sharepro which couldaffect their services your Company has appointed M/s. Link Intime India Pvt Ltd as theR&T agent in place of Sharepro. The said changeover of R&T Agent shall take effectfrom July 1 2016.

EMPLOYEES STOCK OPTION SCHEME

The Employee Stock Option Scheme approved by the Members at the Annual General Meetingheld on August 18 2009 has not been implemented till date and no Stock Options were undergranted under the said ESOP Scheme. In view of this particulars as required underRegulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014 are not provided and the Company has not obtained any certificate fromthe Statutory Auditors confirming implementation of the Employees Stock Option Scheme inaccordance with SEBI Regulations and the resolution passed by the shareholders.

SUBSIDIARIES & ASSOCIATES

During FY16 there have not been any acquisition / divestment of subsidiaries/associatesby the Company. Your Company continues to have 5 (five) subsidiaries as at March 31 2016.These include 2 (two) subsidiaries engaged in News Broadcasting business viz. Zee AkaashNews Pvt Ltd a 60% subsidiary engaged in broadcasting of a Bengali News Channel - 24Ghanta and Maurya TV Pvt Ltd a wholly owned subsidiary engaged in broadcasting of ZeePurvaiya a regional news channel targeting Bihar and Jharkhand region. The Newspaperbusiness of your Company continues to be housed under 3 (three) direct and indirectsubsidiaries viz. Pri-Media Services Pvt Ltd a wholly owned subsidiary of the Companyengaged in the business of printing; and Mediavest India Private Limited a wholly ownedsubsidiary which holds 99.99% equity stake in Diligent Media Corporation Limited anentity engaged in publication and distribution of 'dna' a English daily. During the yearunder review your Board had approved a proposal for expansion into E-commerce and TVShopping space by acquiring upto 80% equity stake in Today Merchandise Pvt Ltd and TodayRetail Network Pvt Ltd. These entities currently operate an E-commerce websitewww.bagittoday.com and have created infrastructure for launch of a TV Shopping Channel.The proposed acquisition would be in a staggered manner whereby your Company shallinitially acquire 49% equity stake by subscribing to Equity shares of these entities atpar value and shall thereafter fund their business requirements from time to time bysubscribing to Compulsory Convertible Debentures which upon conversion into Equity Sharesat par value will enable the Company to hold 80% equity stake in these entities. As ondate of this report your Company has executed requisite Investment agreements but hasnot acquired any stake in these entities.

In compliance with Section 129 of the Companies Act 2013 a statement containingrequisite details including financial highlights of the operations of all subsidiaries isannexed to this report. Further as per Section 136 of the Companies Act 2013 the auditedfinancial statements including the consolidated financial statements and relatedinformation of the Company and audited accounts of each of the subsidiaries are availableon the website of the Company www.zeenews.india.com. These documents will also beavailable for inspection during business hours at the Registered Office of the Company. Inaccordance with Accounting Standard AS 21 – Consolidated Financial Statements readwith Accounting Standard AS 23 – Accounting for Investments in Associates andAccounting Standard AS 27 – Financial Reporting of Interests in Joint Ventures theaudited Consolidated Financial Statements are provided in and forms part of this AnnualReport.

CORPORATE GOVERNANCE & POLICIES

Your Company is in compliance with the Corporate Governance requirements mentionedunder Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (‘Listing Regulations’). A Report on CorporateGovernance as stipulated under the Listing Regulations as also a Management Discussion andAnalysis Report forms part of the Annual Report. Certificate from the Statutory Auditorsof the Company M/s MGB & Co LLP Chartered Accountants confirming compliance withthe provisions of Corporate Governance as stipulated under Listing Agreement / ListingRegulations is annexed to the said Corporate Governance Report.

In compliance with the requirements of the Companies Act 2013 and Listing Regulationsyour Board has approved various Codes and Policies including Code of Conduct for Directors& Senior Management Policy for determining Material Events Policy for Preservationof Documents and Archival of Records Policy for Determination of Material SubsidiaryRelated Party Transaction Policy Whistle Blower and Vigil Mechanism Policy CorporateSocial Responsibility Policy and Remuneration Policy. Further in accordance with SEBIregulations your Board has approved Insider Trading Code and Fair Disclosure Policy. Allthese Codes and Policies along with the Terms and conditions of appointment of IndependentDirector and brief on Directors Familiarization Programs have been uploaded onCompany’s website www.zeenews.india.com In compliance with regulatory requirementsthe Nomination and Remuneration Committee of your Board has fixed criteria for nominatinga person on the Board which inter alia include desired size and composition of the Boardage limit qualification/ experience areas of expertise and independence of individual.The Committee had also approved in-principle that the initial term of an IndependentDirector shall not exceed 3 years.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Your Board currently comprises of five (5) Directors including four (4) IndependentDirectors and one (1) Executive Director. Independent Directors provide declarations bothat the time of appointment and annually confirming that they meet the criteria ofindependence as prescribed under Companies Act 2013 and Listing Regulations. During FY16your Board met 7 (seven) times details of which are available in the Corporate GovernanceReport annexed to this report. During the year under review your Board had based onrecommendations of Nomination & Remuneration Committee appointed Dr (Mrs.) RashmiAggarwal and Mrs. Kanta Devi Allria as Additional Directors in the category of IndependentDirector with effect from August 10 2015 and in terms of Section 161 of the CompaniesAct 2013 these Directors hold office upto the ensuing Annual General Meeting. TheCompany has received notice from Members along with requisite deposits proposingappointment of these Directors. Requisite proposals seeking your approval for theirappointment as Independent Director not liable to retire by rotation for a period of 3years with effect from August 10 2015 forms part of the Notice of ensuing Annual GeneralMeeting. Additionally your Board had based on recommendations of Nomination &Remuneration Committee appointed Mr. Rajendra Kumar Arora as an Additional Directordesignated as Executive Director & CEO of the Company for a period of 3 years witheffect from May 24 2016. As per Section 161 of the Companies Act 2013 Mr. Arora holdsoffice of Director till ensuing Annual General Meeting. The Company has received a noticefrom a Member proposing appointment of Mr. Arora as a Director and requisite proposalsseeking your approval for his appointment as a Director and also his appointment andpayment of remuneration as Executive Director & CEO of the Company for a period of 3years with effect from May 24 2016 forms part of Notice of ensuing Annual GeneralMeeting. Additionally the Notice of ensuing Annual General Meeting includes a proposalfor appointment of Mr. Surjit Banga for second term as an Independent Director not liableto retire by rotation for a period of 3 years from expiry of his current term on March 312017 by passing a Special Resolution. Members of the Company at the Annual GeneralMeeting held on August 7 2014 had appointed Mr. Banga as an Independent Director for aperiod of 3 years till March 31 2017 and since his current term would expire before theAnnual General Meeting to be held in 2017 your Board has based on performance evaluationand contributions made by Mr. Banga and in compliance with the requirements of Section 149of the Companies Act 2013 recommended re-appointment of Mr. Banga as IndependentDirector for the second term of 3 years upon expiry of his current term. During the yearunder review Mr. Vinod Kumar Bakshi Independent Director and Mr. Ashish Kirpal PanditExecutive Director & CEO resigned as Directors with effect from September 9 2015 andOctober 12 2015 respectively. Dr. Subhash Chandra Director & Non-Executive Chairmanof the Board since 2007 resigned with effect from May 24 2016. Your Board places onrecord their appreciation for contributions of Dr. Subhash Chandra and Mr. Vinod KumarBakshi towards growth of the Company. Consequent to resignation of Dr. Subhash ChandraMr. Surjit Banga the senior most Director was appointed as Non-Executive Chairman of theBoard. Currently Mr. Rajendra Kumar Arora Executive Director & CEO Mr. Dinesh GargChief Financial Officer and Mr. Pushpal Sanghavi Company Secretary are nominated as KeyManagerial Personnel in compliance with the requirements of Section 203 of the CompaniesAct 2013. During the year under review upon resignation of Mr. Ashish Kirpal Pandit asExecutive Director & CEO Mr. Bhaskar Das Group CEO-News Cluster was nominated as KeyManagerial Personnel with effect from October 20 2015. Thereafter consequent toresignation of Mr. Bhaskar Das Mr. R K Arora Chief Executive Officer was nominated asKey Managerial Personnel with effect from April 29 2016.

BOARD EVALUATION

In a separate meeting of Independent Directors held without presence of other Directorsand management the Independent Directors had based on various criteria evaluatedperformance of the Chairman and also performance of the Board as a whole and various BoardCommittes. A report on such evaluation done by Independent Directors was taken on recordby the Board and further the Board had in compliance with the requirements of CompaniesAct 2013 evaluated performance of all Independent Directors based on various parametersincluding attendance contribution etc.

BOARD COMMITTEES

In compliance with the requirements of Companies Act 2013 and Listing Agreement /Listing Regulations your Board had constituted various Board Committees including AuditCommittee Nomination & Remuneration Committee Stakeholders Relationship Committeeand Corporate Social Responsibility Committee. Details of constitution of theseCommittees which are in accordance with regulatory requirements have been uploaded onthe website of the Company. Further the details of scope constitution number of meetingsof the Committee held during FY16 along with particulars of attendance of CommitteeMembers therein form part of the Corporate Governance Report annexed to this report.

An Annual Report on CSR activities initiated by the Company during FY15-16 incompliance with the requirements of Companies Act 2013 is annexed to this report.

AUDITORS

Statutory Audit: The Statutory Auditors M/s MGB & Co. LLP Chartered AccountantsMumbai having Firm Registration No 101169W/W-100035 holds office until the conclusion ofthe ensuing Annual General Meeting and is eligible for reappointment. Your Company hasreceived confirmation from the said Auditors to the effect that their appointment ifmade will be in accordance with the limits specified under the Companies Act 2013 andthat the firm satisfies the criteria specified in Section 141 of the Companies Act 2013read with Rule 4 of Companies (Audit & Auditors) Rules 2014. Your Board is of theopinion that continuation of M/s MGB & Co LLP as Statutory Auditors during FY17 willbe in the best interests of the Company and therefore Members are requested to considertheir re-appointment as Statutory Auditors of the Company for signing financial statementsand issuing reports for the period ending March 31 2017. The re-appointment proposed iswithin the transition period prescribed under the third proviso of sub-section (2) ofSection 139 of the Companies Act 2013. Secretarial Audit: In terms of Section 204 of theCompanies Act 2013 and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the Secretarial Audit for FY15-16 was carried out by Mr. Satish KShah Practicing Company Secretary (holding Certificate of Practice No. 3142) The reportsof Statutory Auditor and/or Secretarial Auditor forming part of this Annual report do notcontain any qualification reservation or adverse remarks. During the year the StatutoryAuditors had not reported any matter under Section 143(12) of the Companies Act 2013 andtherefore no disclosures are required pursuant to Section 134(3) (ca) of the CompaniesAct 2013.

DISCLOSURES i. Particulars of loans guarantees and investments: Particulars ofloans guarantees and investments made by the Company as required under Section 186(4) ofthe Companies Act 2013 are given in Note 38 to the Standalone Financial Statements. ii.Transactions with Related Parties: None of the transactions with related parties fallsunder the scope of Section 188(1) of the Act. Further there are no material transactionwith related parties as defined under Section 2(76) of the Companies Act 2013.Accordingly the information as prescribed under Section 134(3)(h) of the Act read withRule 8(2) of the Companies (Accounts) Rules 2014 is Nil and therefore form AOC-2 is notannexed to this report.

During the year under review your Company had entered into material related partytransaction with Taj Television (India) Pvt Ltd (Taj) a subsidiary of Zee EntertainmentEnterprises Ltd and related party of the Company as per Accounting Standard 18. As per theterms of said material related party transaction which was approved by unrelatedshareholders vide resolution passed on November 3 2015 Taj provided Channel DistributionServices to the Company on principal-to-principal and revenue sharing basis wherein Tajretained 14% of Subscription revenues of the Company as a consideration for said services.Consequent to re-organisation of Distribution business Taj discontinued its ChannelDistribution business and therefore with effect from May 1 2016 your Company has enteredinto Channel Distribution Service arrangement with Zee Entertainment Enterprises Limited(ZEEL) a related party as per Accounting Standard 18. Under the said arrangement ZEELshall provide Channel Distribution Services to the Company on principal-to-principal basisand retain 7% of Subscription revenues of the television channels of the Company. A PostalBallot Notice dated May 18 2016 seeking approval of Unrelated Shareholders for the saidmaterial related party transaction has been issued by the Company and voting results onsuch proposal will be announced on June 30 2016. iii. Deposits: Your Company has notaccepted any public deposit under Chapter V of the Companies Act 2013. iv. Extract ofAnnual Return: The extract of Annual Return in Form MGT-9 as required under Section 92(3)of the Act read with Companies (Management & Administration) Rules 2014 is annexed tothis report. v. Sexual Harassment: Your Company has zero tolerance for sexual harassmentat workplace and has adopted a Policy on prevention prohibition and redressal of sexualharassment at workplace in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder.There was no complaint on sexual harassment during the year under review. vi. RegulatoryOrders: No significant or material orders were passed by the regulators or courts ortribunals which impact the going concern status and Company’s operations in future.vii. Internal Financial Controls and their adequacy: Your Company has approved internalfinancial controls and policies / procedures to be adopted by the Company for orderly andefficient conduct of the business including safeguarding of assets prevention anddetection of frauds and errors ensuring accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information. The Audit Committeeevaluates the internal financial control system periodically.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is into the business of Broadcasting of News & Current AffairsTelevision Channels in Hindi and various regional languages. Since this does not involveany manufacturing activity most of the Information required to be provided under Section134 (3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts)Rules 2014 is not applicable.

However the information as applicable is given hereunder:

Conservation of Energy:

(i) steps taken or impact on conservation of energy Your Company being a service provider requires minimal energy consumption and every endeavor has been made to ensure optimal use of energy avoid wastages and conserve energy as far as possible.
(ii) steps taken by the company for utilizing alternate sources of energy
(iii) capital investment on energy conservation equipments

Technology Absorption:

(i) the efforts made towards technology absorption In its endeavor to deliver the best to its viewers and business partners your Company has been constantly active in harnessing and tapping the latest and best technology in the industry.
(ii) the benefits derived like product improvement cost reduction product development or import substitution
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(a) the details of technology imported
(b) the year of import
(c) whether the technology been fully absorbed
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof
(iv) the expenditure incurred on Research and Development

Foreign Exchange Earnings and Outgo:

Particulars of foreign exchange earnings and outgo during the year are given in Note 40to 42 to the Standalone Financial Statements of the Company

PARTICULARS OF EMPLOYEES

Your Company had 1450 employees as at March 31 2016. The information required underthe provisions of Section 197 of the Companies Act 2013 read with Rule 5 of Companies(Appointment and Remuneration of Managerial Personnel)

Rules 2014 along with statement showing names and other particulars of the employeesdrawing remuneration in excess of the limits prescribed under the said rules is annexed tothis report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Companies Act 2013 in relationto the Annual Financial Statements for the Financial Year 2015-2016 your Directorsconfirm that:

a) The Financial Statements of the Company comprising of the Balance Sheet as at March31 2016 and the Statement of Profit & Loss for the year ended on that date have beenprepared on a going concern basis following applicable accounting standards and that nomaterial departures have been made from the same;

b) Accounting policies selected were applied consistently and the judgments andestimates related to the financial statements have been made on a prudent and reasonablebasis so as to give a true and fair view of the state of affairs of the Company as atMarch 31 2016 and of the profit of the Company for the year ended on that date;

c) Proper and sufficient care has been taken for maintenance of adequate accountingrecords in accordance with the provisions of the Act to safeguard the assets of theCompany and for preventing and detecting fraud and other irregularities;

d) Requisite Internal financial controls were laid down and that such financialcontrols are adequate and operating effectively; and

e) Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.

ACKNOWLEDGEMENTS

Your Board takes this opportunity to place on record its appreciation for thededication and commitment of employees shown at all levels which have contributed to thesuccess of your Company. Your Directors also express their gratitude for the valuablesupport and co-operation extended by various Governmental authorities including Ministryof Information and Broadcasting Department of Telecommunication Ministry of CorporateAffairs Securities and Exchange Board of India Stock Exchanges Depositories and otherstakeholders including banks financial Institutions viewers vendors and serviceproviders.

For and on behalf of the Board
Surjit Banga
Non-Executive Chairman
Place: Mumbai Rajendra Kumar Arora
Date : May 24 2016 Executive Director & CEO

ANNEXURE TO THE DIRECTORS’ REPORT

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES /ASSOCIATES /JOINT VENTURE AS PER THE COMPANIES ACT 2013 FOR THE YEAR ENDED MARCH 31 2016

(Rs in Millions)
Name of the Subsidiary Zee Akaash News Private Limited Mediavest India Private Limited Pri-Media Services Private Limited Maurya TV Private Limited Diligent Media Corporation Limited (DMCL)#
Share Capital 40.00 0.10 0.10 221.32 890.96
Reserves & Surplus 314.98 (1747.77) (407.77) (166.47) (4124.75)
Total Assets 444.61 9559.87 3508.78 110.20 1563.84
Total Liabilities 89.63 11307.54 3916.45 55.35 4797.63
Investments (Other than Subsidiary) - - - - -
Turnover 483.03 1.54 540.04 86.21 1104.88
Profit before Taxation 149.84 (31.44) (296.86) - (137.89)
Provision for Taxation 52.62 (2.48) (98.12) - (50.62)
Profit after Taxation 97.23 (28.96) (198.73) - (87.27)
Dividend Proposed/ Paid - - - - -
% of shareholding 60.00% 100.00% 100.00% 100.00% 99.99%

Note:

# Held through Mediavest India Private Limited.

For and on behalf of the Board
Surjit Banga
Non-Executive Chairman
Place: Mumbai Rajendra Kumar Arora
Date : May 24 2016 Executive Director & CEO