BSE Prices delayed by 5 minutes... << Prices as on Oct 19, 2018 >>   ABB 1273.3 [ -0.83 ]ACC 1422.9 [ -7.60 ]AMBUJA CEM 208.4 [ -4.45 ]ASIAN PAINTS 1237.95 [ -1.45 ]AXIS BANK 562.2 [ -2.16 ]BAJAJ AUTO 2510.15 [ -1.49 ]BANKOFBARODA 102.15 [ 2.92 ]BHARTI AIRTE 286.85 [ -0.43 ]BHEL 73.5 [ -0.54 ]BPCL 284.35 [ -0.26 ]BRITANIAINDS 5557.35 [ 0.49 ]CAIRN INDIA 285.4 [ 0.90 ]CIPLA 633.85 [ -0.98 ]COAL INDIA 275.75 [ -1.39 ]COLGATEPALMO 1098.15 [ 1.41 ]DABUR INDIA 404.35 [ 0.65 ]DLF 152.8 [ 5.78 ]DRREDDYSLAB 2546.65 [ -0.61 ]GAIL 343.55 [ -0.58 ]GRASIM INDS 875.95 [ -0.92 ]HCLTECHNOLOG 960.75 [ -6.16 ]HDFC 1661.3 [ -4.32 ]HDFC BANK 1965.8 [ -0.46 ]HEROMOTOCORP 2711 [ -3.70 ]HIND.UNILEV 1579.2 [ 1.16 ]HINDALCO 226.75 [ -0.35 ]ICICI BANK 314.9 [ 0.06 ]IDFC 37.25 [ -1.06 ]INDIANHOTELS 122.7 [ -2.27 ]INDUSINDBANK 1576.5 [ -1.70 ]INFOSYS 682.6 [ -3.11 ]ITC LTD 288.45 [ 0.73 ]JINDALSTLPOW 166.2 [ -1.36 ]KOTAK BANK 1199.55 [ 1.83 ]L&T 1208.15 [ -0.26 ]LUPIN 877.6 [ -1.99 ]MAH&MAH 741.5 [ -2.44 ]MARUTI SUZUK 6760.35 [ -1.72 ]MTNL 13.86 [ 0.95 ]NESTLE 9602.8 [ -1.21 ]NIIT 73.9 [ 1.23 ]NMDC 109.55 [ -1.04 ]NTPC 161.85 [ -0.55 ]ONGC 161.05 [ -0.65 ]PNB 66.1 [ -0.53 ]POWER GRID 189.5 [ 0.21 ]RIL 1101.65 [ -4.11 ]SBI 260.85 [ -0.11 ]SESA GOA 211.15 [ 1.51 ]SHIPPINGCORP 40.8 [ -4.23 ]SUNPHRMINDS 608.4 [ 2.52 ]TATA CHEM 671.9 [ 0.19 ]TATA GLOBAL 227.65 [ -1.49 ]TATA MOTORS 174.8 [ -2.46 ]TATA STEEL 553.6 [ -0.19 ]TATAPOWERCOM 70.2 [ -3.04 ]TCS 1917.05 [ -0.55 ]TECH MAHINDR 690.3 [ -3.98 ]ULTRATECHCEM 3609.45 [ -3.24 ]UNITED SPIRI 529.6 [ -0.68 ]WIPRO 323.05 [ -0.29 ]ZEETELEFILMS 455.2 [ -1.79 ] BSE NSE
You can view full text of the latest Director's Report for the company.

BSE: 505537ISIN: INE256A01028INDUSTRY: Entertainment & Media

BSE   ` 455.20   Open: 462.00   Today's Range 452.10
469.75
-8.30 ( -1.82 %) Prev Close: 463.50 52 Week Range 410.30
619.35
Year End :2017-03 

TO THE MEMBERS

The Board of Directors are pleased to present the Thirty Fifth Annual Report covering the business and operations of the Company and the Audited Financial Statements of the Company for the financial year ended March 31, 2017.

RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 (‘the Act’), in relation to the Annual Financial Statements for the Financial Year 2016-2017, your Directors state and confirm that:

a) The Financial Statements of the Company - comprising of the Balance Sheet as at March 31, 2017 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis;

b) During the financial year ended on March 31, 2017, the Company has for the first time adopted Indian Accounting Standards (Ind-AS) as per Section 133 of the Companies Act, 2013 and accordingly the Annual Financial Statements for the financial year ended on March 31, 2017 and comparative thereof for the financial year ended on March 31, 2016, have been prepared as per Ind-AS as against I-GAAP Accounting Standards followed in the earlier years and proper explanation along with reconciliation have been provided in relation to material departures;

c) Accounting policies selected were applied consistently and the judgements and estimates related to these financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017, and, of the profits of the Company for the year ended on that date;

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

e) Requisite internal financial controls to be followed by the Company were laid down and that such internal financial controls are adequate and operating effectively; and

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

FINANCIAL RESULTS

The Financial Performance of your Company for the year ended March 31, 2017 is summarised below:

(Rs. Millions)

Particulars

Standalone - Year Ended Consolidated - Year Ended

31.03.17

31.03.16

31.03.17

31.03.16

Revenue from Operations

49,284

42,065

64,342

58,125

Other Income

3,471

2,260

2,240

1,951

Total Income

52,755

44,325

66,582

60,076

Total Expenses

36,269

33,026

49,802

46,036

Share of Associates / Joint Ventures

(5)

19

Exceptional Items

470

12,234

(331)

Profit Before Tax

16,956

11,299

29,009

13,728

Provision for Taxation (net) Profit after Tax

6,616

4,717

6,804

5,491

10,340

6,582

22,205

8,237

Non-Controlling Interest Other Comprehensive Income

12

5

(19)

(7)

(26)

(4)

Profit available for appropriation

10,321

6,575

22,191

8,238

Retained Earnings Brought forward

30,812

26,860

Amount available for appropriations

41,133

33,435

Equity Dividend (proposed)

2,401

2,161

Tax on proposed Equity Dividend

489

440

Transferred to Capital Redemption Reserves

22

Retained Earnings carried forward

38,243

30,812

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report, which affect the financial position of the Company. Based on the internal financial control framework and compliance systems established in the Company, the work performed by Statutory, Internal, Secretarial Auditors and reviews performed by the management and/or the Audit Committee of the Board, your Board is of the opinion that the Company’s internal financial controls were adequate and working effectively during financial year 2016-17.

DIVIDEND EQUITY SHARES

In accordance with the Dividend Distribution Policy adopted by the Board and available on website of the Company www.zeetelevision.com, your Directors recommend payment of Equity Dividend of Rs.2.50 per equity share of Rs.1/- each and such Equity Dividend, upon approval by the Members of the Company at the ensuing Annual General Meeting, shall be payable on the outstanding equity capital as at the Record Date i.e. July 6, 2017. The outflow on account of equity dividend and the tax on such dividend distribution, based on current paid-up capital of the Company would aggregate to Rs.2,890 Million, resulting in a payout of 29% of the Consolidated net profits for Financial year 2016-17.

PREFERENCE SHARES

In April 2017, your Company had remitted Preference Dividend of Rs.0.60 on 6% Cumulative Redeemable Non-Convertible Preference Shares of Rs.10 each for financial year 2016-17 resulting in dividend outflow of Rs.1,210 Million.

BUSINESS OVERVIEW

During fiscal 2017, your Company witnessed yet another strong year of performance despite the uncertain macro-environment, reflecting the inherent strength of our business portfolio and continued to perform well in domestic markets while expanding our international reach. FY2017 turned out to be an eventful year with the Government’s decision to demonetise high value currency during November 2016. However Indian economy proved to be resilient with GDP growth being marginally impacted despite the high magnitude of the event. This had an adverse impact on the Indian Television Media industry which registered a growth of 8.5%. Revenues for the industry increased from Rs.542 billion in 2015 to Rs.588 billion in 2016. That said, industry report by FICCI-KPMG expects growth to bounce back in 2017 and deliver a consistent 15% CAGR for Television Media industry during 2016-2021. With the inclusion of rural data, BARC ratings system has provided deep insights into the vast rural viewership patterns. Further, BARC is under the process to include digital viewership which would enhance transparency and help advertisers to manage their campaigns effectively. The roll out of digitisation process in Phase III cities has largely been completed and given the geographical spread, it seems, Phase IV completion will take longer despite the deadline of March-17. While the TRAI released its regulations for interconnection fees, implementation of the same is uncertain given the pending litigations. Your Company has published pricing for the channels and bouquets and is confident of driving subscription business growth.

Your Company’s flagship channel, Zee TV was ranked third in the Hindi GEC space during the year with shows like Kumkum Bhagya, Mehek and Piya Albela being among the top-2 shows in their primetime slots. Further SRGMP Lil Champs became the biggest non-fiction launch in FY17 in the Hindi GEC space. While Zee TV saw some decline in viewership during the year, remedial measures were taken, early results whereof were visible during the end of the fiscal year with improvement in Zee TV’s ratings.

Your Company’s Hindi GEC, &TV has completed two years and has performed well in the cluttered GEC space. Its shows Bhabhiji Ghar Pe Hain and Jai Santoshi Maa continued to perform well. Non-fiction shows like So You Think You Can Dance also gained popularity.

Zee Anmol, your Company’s Free To Air (FTA) channel, which airs popular shows from ZEE’s content library was the No. 1 channel among the FTA channels during FY2017.

Movie channels’ cluster of your Company strengthened its movie library and continued to lead the Hindi Movie genre viewership ratings with some of the Bollywood’s biggest blockbusters like Rustom, Tamasha, Welcome Back being premiered during the year.

Regional channels of your Company also strengthened their position during FY2017. They have been one of the key reason for the strong revenue growth. Zee Marathi continued to maintain its leadership position in all the primetime slots and have further strengthened its position among its peers. The channel enjoyed more than 60% market share towards the end of the year. New Marathi GEC channel Zee Yuva gained significant traction and has been received well by the youth in Maharashtra. Zee Bangla continued to be a strong No. 2 player in the West Bengal market with strong leadership in the non-fiction genre, driven by shows like Didi No. 1 and Sa Re Ga Ma Pa. Zee Kannada further increased its market share and maintained its No. 2 position in the Karnataka market. It remains a strong player in the non-fiction space with shows like Sa Re Ga Ma Pa, Weekend with Ramesh and Comedy Khiladigalu. Zee Telugu has maintained its position and is a close second in the Urban market. Sarthak TV was the clear No. 1 in Odiya GEC genre with well over half the market share and a strong leader in fiction as well as non-fiction categories.

The English language entertainment offerings - Zee Cafe and Zee Studio continue to perform well in their respective genres and strengthen the network subscription bouquet. Zee Cafe is ranked No. 2 in the English GEC category. Zee Studio continued to enthralled the audience with blockbuster Hollywood movies.

Your Company’s digital properties - DittoTV and OZEE - gained traction during the year, While DittoTV is now integrated with major telecom operators, OZEE continued to see organic growth and witnessed more than 50 Million video views per month on an average.

Expansion in International markets continued, with several deals signed during the year enhancing the penetration of ZEE network channels in international territories. The major highlights for the year include:

- Launch of Zee One and Zee Sine, Bollywood movie channels dubbed in local language, in Germany and Philippines respectively.

- Zee Mundo was launched targeting Spanish speaking Hispanic population in the USA.

- Launch of Zee BollyMovies and Zee BollyNova, English Cat 2 linear channels in Africa.

- &TV increased its rating and was in the top-3 Hindi channels in the UK region.

SHARE CAPITAL

Pursuant to the approval of the Equity and Preference Shareholders, the face value of 6% Cumulative Redeemable Non-Convertible Preference Shares (Bonus Preference Shares), was consolidated from Rs.1/- each to Rs.10/- each, by way of Corporate Action on April 1,2016. Consequently, the Paid-up Share Capital of your Company as at April 1, 2016 stood at Rs.2112,98,71,840/- comprising of 96,04,48,720 Equity Shares of Rs.1/- each and 201,69,42,312 Bonus Preference Shares of Rs.10/- each and the Authorised Share Capital of your Company stands altered to Rs.2,300 Crores comprising of 200 Crores Equity Shares of Rs.1 each and 210 Crores Preference Shares of Rs.10 each. There has not been any other change in the paid-up capital of the Company during the year.

During the year under review, Brickwork Ratings India Private Ltd had upgraded the rating assigned to the Bonus Preference Shares of the Company listed on the Stock Exchanges from ‘BWR AA ’ to ‘BWR AAA’ which denotes that the instruments with this rating are considered as having highest degree of safety regarding timely servicing of financial obligations.

SALE OF SPORTS BROADCASTING BUSINESS

During FY 17, your Board approved sale of Sports Broadcasting Business comprising of (a) assets and rights relating to TEN brand of Sports Channels held in Taj TV Ltd, Mauritius a step down wholly owned overseas subsidiary of the Company and (b) sale of entire equity stake in the Indian subsidiary handling Sports business viz. Taj Television (India) Pvt Ltd to Sony Group, at an aggregate all-cash consideration of USD 385 Million. Major part of the said transaction was concluded on February 28, 2017 upon receipt of part consideration aggregating to USD 330 Million from Sony Group.

COMPOSITE SCHEME OF ARRANGEMENT

During the year under review, with a view to expand the General Entertainment Channel (GEC) portfolio of the Company, your Board approved acquisition of General Entertainment Broadcasting Business (‘GEC Business Undertaking’) comprising inter alia of 2 operational GECs and 4 non-operational GECs housed under Reliance Big Broadcasting Pvt Ltd, Big Magic Limited and Azalia Broadcast Pvt Ltd (collectively referred as ‘Demerged entities’) all entities forming part of Reliance Group led by Anil Ambani, by way of Demerger under a Composite Scheme of Arrangement under Sections 230 to 232 of the Companies Act, 2013. As per the said Scheme, entire assets, liabilities and employees of the GEC Business Undertaking shall vest on the Company with effect from the Appointed Date of March 31, 2017 and in consideration of such demerger, the Company shall issue an aggregate of 39.50 Lakhs Unlisted Preference Shares of Rs.10/- each to the shareholders of Demerged entities.

Upon receipt of No-objection(s) of the Stock Exchanges to the Scheme and approval of the Equity and Preference Shareholders of the Company at the meetings held on May 9,2017, the said Scheme is now awaiting final approval of Mumbai Bench of Hon’ble National Company Law Tribunal.

REGISTRAR & SHARE TRANSFER AGENT

During the year under review, M/s Link Intime India Private Limited the Registrar & Share Transfer Agent (‘RTA’) of the Company shifted their registered office from C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (West), Mumbai 400 078 to their own premises at C 101, 247 Park, LBS Marg, Vikhroli (West), Mumbai 400 083.

Requisite proposal seeking shareholders’ approval for maintaining Register & Index of Equity / Preference Shareholders, Register of Transfer and other Registers including Annual Return at the new office of the RTA forms part of Notice of ensuing Annual General Meeting.

EMPLOYEE STOCK OPTION SCHEME

During the year under review, in pursuance of the authority granted by shareholders at the Annual General Meeting held on August 18, 2009, your Board had approved amendment to ZEEL ESOP Scheme 2009, to align the Scheme in line with the requirements of Companies Act, 2013 and SEBI (Share Based Employee Benefits) Regulations 2014 and provide flexibility to the Nomination and Remuneration Committee for determination of exercise price.

There were no Stock Options outstanding as at the beginning of the year. During FY 2016-17 the Nomination & Remuneration Committee of the Board had granted 9,800 Stock Options to Mr Punit Misra, CEO - Domestic Broadcast Business. The said Stock Options are convertible into equivalent number of Equity Shares in tranches upon conclusion of vesting period commencing from conclusion of one year from the date of grant and payment of Exercise Price of Rs.1/- per share by the Option Grantee. Additionally, after the year end 18,900 additional Stock Options were granted to Mr Punit Misra. The disclosures as required under Regulation 14 of Securities Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 have been placed on the Corporate website of the Company www.zeetelevision.com.

The Statutory Auditors of the Company M/s MGB & Co. LLP, Chartered Accountants have certified that the Company’s Employee Stock Option Scheme has been implemented in accordance with SEBI Regulations and the resolution passed by the shareholders.

SUBSIDIARIES & JOINT VENTURES

International Operations - FY 17 witnessed re-alignment of business priorities and expansion of International operations of the Company. As part of the said re-alignment of business priorities, your Company exited Sports Business by selling, entire Sports assets and rights from cricket and other sport bodies held by its overseas subsidiary Taj TV Ltd, Mauritius, and selling entire equity stake in the Indian subsidiary Taj Television (India) Pvt Ltd to Sony Group.

As part of the expansion plans:

- ATL Media Limited an overseas subsidiary of the Company, formed Zee Studio International Limited in Canada to engage in the business of procuring and producing Hollywood content;

- Asia Today Limited, a step-down overseas subsidiary of the Company through ATL Media Limited, formed a 67% Joint Venture Zee Radio Middle East FZ-LLC;

- The Group expanded its Digital strength by creating a separate entity Z5X Global FZ-LLC in Dubai as wholly owned subsidiary of Asia Today Limited; and

- Asia TV Ltd, UK a stepdown subsidiary of the Company through Asia Today Limited, expanded into Germany by setting up a wholly owned subsidiary in the name and style of Asia TV Ltd GmbH.

As at March 31, 2017, the International Operations of the Company are carried out through 21 direct and in-direct subsidiaries (as against 17 during last financial year).

India Operations - During the year under review as part of Sale of Sport Business your Company sold its entire equity stake in Taj Television (India) Pvt Ltd to Sony Group and consequently Taj Television (India) Pvt Ltd ceased to be subsidiary of the Company with effect from February 28, 2017. Further as part of the integration of advertisement sales function, a wholly owned subsidiary in the name of Zee Unimedia Limited was acquired during the year under review. Additionally during the year under review Company acquired 49% equity stake in Fly-By-Wire International Private Limited, a company engaged in providing Aircraft Charter Services and owns an aircraft.

Subsequent to the year end, in line with the intention to build a strong digital network, your Company acquired 80% Equity Stake in a Technology Start-up Margo Network Pvt Ltd, which has developed a technology to set-up server and compute infrastructure which will enable content consumption and has the potential to significantly drive-up the digital content consumption scenario.

Apart from the above, no other Subsidiary / Joint-venture was formed or divested during the financial year 2016-17. In compliance with Section 129 of the Act, a statement containing requisite details including financial highlights of the operation of all the subsidiaries in Form AOC-1 is annexed to this report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of each of the subsidiaries are available on the website of the Company www.zeetelevision.com. These documents will also be available for inspection during business hours on all working days (except Saturday) at the Registered Office of the Company.

CORPORATE GOVERNANCE AND POLICIES

In order to maximise shareholder value on a sustained basis, your Company has been constantly reassessing and benchmarking itself with well-established Corporate Governance practices besides strictly complying with the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (‘Listing Regulations’) and applicable provisions of Companies Act, 2013.

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

In compliance with the requirements of Companies Act, 2013 and Listing Regulations, your Board has approved various Policies including Code of Conduct for Directors & Senior Management, Material Subsidiary Policy, Insider Trading Code, Document Preservation Policy, Material Event Determination and Disclosure Policy, Fair Disclosure Policy, Corporate Social Responsibility Policy, Whistle Blower and Vigil Mechanism Policy, Related Party Transaction Policy, Remuneration Policy and Dividend Distribution Policy. All these policies and codes have been uploaded on Company’s corporate website www.zeetelevision.com. Additionally, Directors Familiarisation Program and Terms and Conditions for appointment of Independent Directors can be viewed on Company’s corporate website www.zeetelevison. com

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

CORPORATE SOCIAL RESPONSIBILITY

CSR at Zee is all about creating sustainable programs that actively contribute to and support the social and economic development of the society. In line with this intent, your Company has adopted a unified approach towards CSR at Essel Group level, wherein CSR contributions of eligible Essel group entities are pooled in, to fund high cost long-term projects that help build Human capital and create lasting impact on the society. Accordingly, during the year under review, a Section 8 Company in the name of Dr Subhash Chandra Foundation was established at Essel Group level and the Company had contributed an amount of Rs.216 Million to the said foundation towards Group’s Educational infrastructure development project at Hisar, Haryana.

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

DIRECTORS & KEY MANAGERIAL PERSONNEL

Your Board currently comprises of 8 Directors including 4 Independent Directors, an Executive Director and 3 Non-Executive Directors. Independent Directors provide their declarations both at the time of appointment and annually, confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and Listing Regulations. During FY 2016-17 your Board met 8 (eight) times details of which are available in Corporate Governance Report annexed to this report.

Pursuant to the Members’ approval at the 33rd Annual General Meeting held on July 15, 2015, Mr Manish Chokhani was appointed as Independent Director of the Company for a period of 3 years till March 31, 2018. Special Resolution seeking members’ approval for appointing Mr Chokhani as an Independent Director for the second term of 3 years from expiry of his current term forms part of the Notice of the ensuing Annual General Meeting. Your Company has received a notice in writing along with requisite deposit pursuant to Section 160 of Companies Act, 2013, proposing appointment of Mr Manish Chokhani for second term and based on performance evaluation and contributions made by Mr Manish Chokhani, your Board recommends his appointment for the second term of 3 years upon expiry of the current term on March 31, 2018.

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

In compliance with the requirements of Section 203 of the Companies Act, 2013, Mr Punit Goenka, Managing Director & CEO, Mr Mihir Modi, Chief Finance & Strategy Officer and Mr M Lakshminarayanan, Chief Compliance Officer & Company Secretary of the Company continue as Key Managerial Personnel of the Company.

BOARD EVALUATION

The Independent Directors of your Company, in a separate meeting held without presence of other Directors and management evaluated performance of the Chairman, Managing Director and other Non-Independent Directors along with performance of the Board / Board Committees based on various criteria recommended by Nomination & Remuneration Committee. A report on such evaluation done by Independent Directors was taken on record by the Board and further your Board, in compliance with requirements of Companies Act, 2013, evaluated performance of all Independent Directors based on various parameters including attendance, contribution etc.

BOARD COMMITTEES

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

AUDITORS

Statutory Audit: As per Section 139 of the Companies Act, 2013 and in accordance with the approval accorded by the Members at the 34th Annual General Meeting held on July 26, 2016, M/s MGB & Co. LLP, Chartered Accountants, Mumbai, having Firm Registration No. 101169W/W-100035, retires as Statutory Auditors of the Company. Your Board places on record their appreciation for the services provided by M/s. MGB & Co. LLP Chartered Accountants, as Statutory Auditors of the Company for over two decades.

Based on the recommendations of the Audit Committee and upon review of confirmations of satisfaction of criteria as specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules, 2014, your Board had, subject to approval of the Members at the ensuing Annual General Meeting, approved appointment of M/s. Deloitte Haskins & Sells, LLP, Chartered Accountants (Firm Registration No. 117366W/ W-100018) as Statutory Auditors of the Company in place of retiring Statutory Auditors.

A proposal for appointment of M/s Deloitte Haskins & Sells, LLP, Chartered Accountants as Statutory Auditors of the Company until conclusion of 40th Annual General Meeting to be held in the year 2022, subject to ratification by Equity Shareholders every year, forms part of the Notice of ensuing Annual General Meeting.

Secretarial Audit: During the year, Secretarial Audit was carried out by M/s Vinod Kothari & Co., Company Secretaries (Firm Registration No. P1996WB042300) in compliance with Section 204 of the Companies Act, 2013.

The report of M/s MGB & Co LLP, Chartered Accountants as Statutory Auditor and M/s Vinod Kothari & Co, Company Secretaries as Secretarial Auditor forming part of this Annual report do not contain any qualification, reservation or adverse remarks. During the year under review the Statutory Auditors had not reported any matter under Section 143 (12) of the Act and therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

Cost Audit: Additionally, in compliance with the requirements of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, as amended, Mr Vaibhav Joshi, proprietor of M/s. Vaibhav P Joshi & Associates, Cost Accountants, was engaged to carry out Audit of Cost Records of the Company during Financial Year 2016-17. Requisite proposal seeking ratification of remuneration payable to the Cost Auditor for FY 2016-17 by the Members as per Rule 14 of Companies (Audit and Auditors) Rules, 2014, forms part of the Notice of ensuing Annual General Meeting.

DISCLOSURES

i. Particulars of loans, guarantees and investments: Particulars of loans, guarantees and investments made by the Company as required under Section 186 (4) of the Companies Act, 2013 and the Listing Regulations are contained in Note No 8 to the Standalone Financial Statements.

ii. Transactions with Related Parties: All contracts / arrangements / transactions entered by the Company during the financial year with related parties were on an arm’s length basis, in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and Listing Regulations. During FY 2016-17, there are no materially significant Related Party Transactions by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

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

iii. Risk Management: Your Board had constituted a Risk Management Committee to identify elements of risk in different areas of operations and to develop policy for actions associated to mitigate such risks. In the opinion of the Risk Management Committee, there was no risk that may threaten the existence of the Company.

iv. Internal Financial Controls and their adequacy: Your Company has approved internal financial controls and policies / procedures to be adopted by the Company for orderly and efficient conduct of the business including safeguarding of assets, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically and at the end of each financial year,

v. Deposits & Unclaimed Dividend: Your Company has not accepted any public deposit under Chapter V of the Companies Act, 2013. During the year under review, in terms of provisions of Investors Education and Protection Fund (Awareness and Protection of Investors) Rules, 2014, unclaimed dividend declared by the Company & ETC Networks Ltd (since merged with the Company) for financial year 2008-09, aggregating to Rs.0.97 Million was transferred to Investors Education and Protection Fund.

vi. Extract of Annual Return: The extract of Annual Return in Form MGT-9 as required under Section 92(3) of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 is annexed to this report.

vii. Sexual Harassment: The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the year under review one complaint relating to sexual harassment was received by the Company and the same is under investigation.

CONSERVATION OF ENERGY

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

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

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

(i) the steps taken or impact on conservation of energy

(ii) the steps taken by the Company for utilising alternate sources of energy

(iii) the capital investment on energy conservation equipments

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

TECHNOLOGY ABSORPTION

(i) the efforts made towards technology absorption

(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

Your Company uses latest technology and equipment’s into its Broadcasting business. However since the Company is not engaged in any manufacturing, the information in connection with technology absorption is Nil.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the Financial Year 2016-17 the Company had foreign exchange earnings of Rs.3,093 Million and outgo of Rs.2,968 Million.

HUMAN RESOURCES & PARTICULARS OF EMPLOYEES

Being in the business of creativity we believe people are ultimate differentiator and have taken measures to attract develop and retain our employees. To ensure sustainable business growth and become future ready, over the years your Company has been focusing on strengthening its talent management, performance management & employee engagement processes. During the year, your Company has built a more high-trust, high-performance culture and as a result of the same the employee engagement scores have significantly improved and we are pleased to inform that your Company has been certified as GREAT PLACE TO WORK FOR 2017. Every year, more than 8000 organizations from over 50 countries choose the Great Place to Work® assessment for benchmarking, action planning and recognition. Great Place to Work® Institute’s methodology is recognized as rigorous and objective and considered as the gold standard for defining great workplaces across business, academia and government organizations. Your Company continues to build talent pipeline by hiring fresh talent from renowned campuses and nurturing them and identifying / training top performing resources. Your Company has institutionalised the people philosophy framework "SAMWAD” (Effective Conversation) to ensure that, as part of the key objectives, people managers deliver on organisation’s expectations of managing outcome and developing people by focusing on their talents. As on March 31, 2017, your Company had 1931 employees.

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

ACKNOWLEDGEMENTS

Employees are our vital and most valuable assets. Your Directors value the professionalism and commitment of all employees of the Company and place on record their appreciation of the contribution made by employees of the Company and its subsidiaries across the world at all levels that has contributed to your Company’s success and remain in the forefront of media and entertainment business. Your Directors thank and express their gratitude for the support and co-operation received from the Central and State Governments / regulatory authorities viz. the Ministry of Information & Broadcasting, the Department of Telecommunication, Ministry of Corporate Affairs, Reserve Bank of India, Securities and Exchange Board of India, Foreign Investment Promotion Board, the Stock Exchanges and Depositories and other stakeholders including viewers, producers, vendors, financial institutions, banks, investors and service providers.

For and on behalf of the Board of Directors

Punit Goenka

Managing Director & CEO

Adesh Kumar Gupta

Director

Place: Mumbai

Date: May 10, 2017