Zee Media Corporation Ltd
Directors Reports
Dear Members,
The Board of Directors of Zee Media Corporation Limited
(‘ZMCL' or ‘Company') take pleasure in presenting the Twenty-Fourth
(24th) Annual Report of the Company, on the business and operations of the
Company, together with Audited Standalone and Consolidated Financial Statements and the
Auditor's Report thereon, for the Financial Year ended March 31, 2023 (‘FY
2023').
1. FINANCIAL HIGHLIGHTS
A summary of the financial performance of the Company for the Financial
Year ended March 31, 2023, is as below:
Particulars |
Standalone - Year ended |
Consolidated - Year ended |
|
March 31, 2023 |
March 31, 2022 |
March 31, 2023 |
March 31, 2022 |
| Total Revenue |
5,375.62 |
6,621.98 |
7,397.40 |
8,725.24 |
| Total Expenses |
5,433.95 |
5,953.97 |
7,763.36 |
7,358.74 |
Profit / (Loss) before Tax,
Share of Profit / (Loss) of Associates & Exceptional Items |
(58.33) |
668.01 |
(365.96) |
1,366.50 |
| Exceptional Items |
(388.64) |
426.68 |
(309.94) |
(2,119.45) |
| Share of Profit / (Loss) of Associates |
- |
- |
(51.70) |
25.89 |
Profit / (Loss) before Tax |
(446.97) |
1,094.69 |
(727.60) |
(727.06) |
| Tax Expenses (Net) |
3.02 |
(259.19) |
(39.57) |
(450.10) |
Profit /(Loss) after Tax |
(449.99) |
835.50 |
(688.03) |
(1,177.16) |
There are no material changes and commitments that occurred after the
close of the financial year till the date of this report which affects the financial
position of the Company.
Based on internal financial control framework and compliance systems
established in the Company and verified by the external professional firms and statutory
auditor and reviews performed by the management and/ or the Audit Committee of the Board,
your Board is of the opinion that Company's internal financial controls were adequate
and effective during the Financial Year 2022-23.
2. DIVIDEND
Your Board intends to retain its internal accrual for future business
requirements and the growth of the Company. Accordingly, your Board has not recommended
any dividend during the year under review.
In terms of the provisions of Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 (‘Listing Regulations'), your Company has
formulated a Dividend Distribution Policy and the same is available on the Company's
website at www. zeemedia.in.
3. BUSINESS OVERVIEW
Your Company is a prominent player in the media and broadcasting
industry with the largest and diverse portfolio of TV channels and Digital properties. The
company has an extensive network of news bureaus, correspondents and stringers spanning
across the country, ensuring comprehensive coverage. The Company leverages world-class
technology for content creation, packaging and broadcasting, further enhancing its
competitive edge in both TV and Digital Media segments. The Company has a wide portfolio
of 19 News Channels comprising of 16 TV News channels (1 Global, 4 National and 11
Regional channels), 3 digital-only News channels, and more than 30 digital brands. The
digital publishing business of the Company had been consolidated under a separate wholly
owned subsidiary ‘Indiadotcom Digital Private Limited' (IDPL) to bring focus on
exploiting the enormous potential and growth in the digital media segment. The Company has
gradually expanded its basket of digital properties and has presence across various
mediums including websites, social media pages and apps. In terms of the audience, it
follows the same strategy as TV segment to focus on broader market along with products
that cater to specific niches. It's digital portfolio includes multiple websites for
niche channels which further have a multitude of language versions, sub brands, and
sections catering to different audiences.
The Company has established its relationships with various national and
international news agencies. This network enables the Company to collaborate with
international reporters, facilitating on-ground and live reporting and significantly
expanding the global reach of its channels, particularly WION.
The Indian Media & Entertainment (M&E) industry is estimated to
have grown by 19.9% over ` 1.75 trillion in 2021 to reach a size of ` 2.1 trillion in
2022. In the year 2023, the industry is expected to grow by 11.5% and at a CAGR of 10.5%
from 2022 to 2025. The size of the industry in 2025 is projected to be ` 2.83 trillion. As
per the PWC Global Entertainment & Media Outlook 2023-27 report, the M&E industry
in India is likely to touch US$ 45 billion in revenues by 2027 with the second highest
pace of growth among the top 10 markets in terms of size, lagging only Indonesia. The
United States of America will remain the top market in 2027 with a size of US$ 725
billion. It will be followed by China, Japan, UK and Germany in the top 5.
The key segments in the Indian Media & Entertainment industry are
Television, Digital Media, Print, Filmed Entertainment, Online Gaming, Animation &
VFX, Live Events, Out Of Home Media, Music and Radio in the decreasing order of their size
in 2023. Television contributed 33.8% of the total industry size in 2022, however, it
experienced a decline from ` 720 billion in 2021 to ` 709 billion. In a total contrast,
the second largest segment, Digital Media, went up from ` 439 billion in 2021 to ` 571
billion in 2022, a growth of 30.1%. Other segments that grew at a fast pace in 2022 were
Live Events (128.1%), Out Of Home Media (85%), Filmed Entertainment
(84.9%), Online Gaming (33.7%) and Animation & VFX (28.9%). In the projection period
between 2022 to 2025, the FICCI-EY report estimates that Digital Media will contribute
~40% of the incremental growth in the industry's size. The other key contributors to
the incremental growth are expected to be Online Gaming at 13% and TV at 12% share,
however, the fastest growing segments would be Live Events and Animation & VFX.
The Company's regional and language channel portfolio is one of
the strongest across media networks in the country. It leads in the respective regional
markets of channels such as Zee Punjab, Haryana and Himachal Pradesh, Zee Madhya Pradesh
and Chhattisgarh, Zee Rajasthan, Zee Bihar and Jharkhand, and Zee Salaam. The other major
offerings Zee 24 Kalak, Zee 24 Ghanta, Zee Uttar Pradesh Uttarakhand and Zee 24 Taas also
performed well and have carved out a niche for themselves among their audience. The
network's digital properties received a total of 13.99 billion page-views with a
Monthly Average User (MAU) count of 299 million in FY23.
The network won several prestigious awards during FY'23, such as:
- Zee news channel bagged multiple awards across different categories.
It also ran a campaign on its recognition as the Most Trusted Hindi News channel in
TRA's Brand Trust report of 2022.
- WION has won 13 prestigious News Television awards, 6 ENBA awards,
and 17 Afaqs! Future of News awards (out of a total of 23 won by the network) across
different categories. The 17 wins at Afaqs! Awards included 12 golds and 5 silvers, in key
categories such as ‘Best Prime Time Show', ‘Best Breaking News Story',
and ‘Best Inquiry into Fake News'.
- Zee Business bagged 13 prestigious News Television awards across
different categories.
The Consolidated Operating Revenue decreased by 16.9% (from ` 8,668.63
million in FY 2021-22 to
` 7,206.25 million in FY 2022-23) and the EBITDA declined by 74.1%
(from ` 2,536.56 million in FY 2021-22 to ` 656.12 million in FY 2022-23). The Finance
Costs decreased by 21.5% (due to repayment of a significant portion of the NCDs during the
year) and Depreciation and Amortization Expenses increased by 8.0% in FY 2022-23 as
compared to FY 2021-22. The Net loss was
` 688.03 million in FY 2022-23 as compared to net loss of
` 1,177.16 million in FY 2021-22.
The Company had issued a Corporate Guarantee on June 29, 2015, to IDBI
Trusteeship Services Limited (‘Debenture Trustee') for guaranteeing the payment
obligations of Pri – Media Services Private Limited, (the then Wholly Owned
Subsidiary of the Company) in relation to Non-Convertible Debentures aggregating to
` 2,500 million ("DMCL NCDs") issued by Pri - Media Services
Private Limited (‘Corporate Guarantee'). Subsequently, Pri – Media Services
Private Limited merged with Diligent Media Corporation Limited (‘DMCL') pursuant
to a Scheme and accordingly, the Corporate Guarantee issued by the Company stood novated
for guaranteeing the payment obligations for DMCL. In terms of the Corporate Guarantee,
upon failure by DMCL to redeem the DMCL NCDs in full, the Debenture Trustee invoked the
Corporate Guarantee and called upon the Company to make payment towards principal,
interest and associated costs. Subsequent to the discharge of the liability by the Company
under the said Corporate Guarantee, an amount of ` 2,900.00 million was recoverable by the
Company from DMCL, in addition to other receivables of ` 193.03 million. Post discussions,
the Company and DMCL proposed to settle the entire outstanding amount of ` 3,093.03
million, by transfer / assignment of Identified Trademarks of DMCL valued at ` 1,700.00
million and cash payment of ` 120.00 million, aggregating to ` 1,820.00 million, as full
and final settlement. The balance amount was to be written off by the Company.
The said settlement terms were agreed and approved by the Board and
shareholders of the Company and DMCL. The Board of Directors of the Company at its meeting
held on November 8, 2022, approved the execution of the settlement agreement with DMCL.
The Company on March 31, 2023, entered into the said settlement agreement with DMCL, which
is subject to transfer of all rights, clear title and interest in the identified
trademarks of DMCL. Pursuant to the Agreement, the Company has received the payment of `
120.00 million from DMCL and written off receivables. Pending completion of transfer of
the Identified Trademarks, an amount of ` 1,700.00 million has been disclosed as capital
advance in the financial statements of the Company as at March 31, 2023.
4. SUBSIDIARIES & ASSOCIATE COMPANIES
As on March 31, 2023, your Company has 2 (Two) Wholly Owned
Subsidiaries (‘WOS') viz. Zee Akaash News Private Limited and Indiadotcom
Digital Private Limited and 2 (Two) Associate entities, viz. Today Merchandise
Private Limited and Today Retail Network Private Limited. In addition to the above, upon
approval of the Board, the Company had incorporated a WOS namely ‘Zee Media Americas
LLC' on February 27, 2023, in the State of Delaware, United States of America.
Pending approvals for Overseas Direct Investment (ODI), no investment has been made by the
Company in the said WOS, till March 31, 2023.
During the year, there have been no material changes in the nature of
business of the subsidiaries. All subsidiaries and associates of the Company are managed
by their respective Board of Directors in the best interest of those Companies and their
shareholders.
Wholly Owned Subsidiaries: Zee Akaash News Private Limited
Zee Akaash News Private Limited is a WOS of the Company incorporated in
the State of Maharashtra. The Company is, inter alia, engaged in the business of
broadcasting of satellite television channels namely - Zee 24 Ghanta in Bengali Language.
The Company is a material unlisted subsidiary as on March 31, 2023, as per the thresholds
laid down under the Listing Regulations. In compliance with the provision(s) of Regulation
24 of the Listing regulations, Mr. Raj Kumar Gupta acts as an Independent Director on the
Board of Zee Akaash News Private Limited.
Indiadotcom Digital Private Limited (formerly known as Rapidcube
Technologies Private Limited)
With a rationale for projected substantial growth of the digital
publishing business division and with an objective to unlock the digital value and focus
on growth of the digital publishing business across the globe, post necessary approvals,
Rapidcube Technologies Private Limited (‘Rapidcube') was incorporated as a
wholly owned subsidiary of the Company on October 29, 2020 to undertake the digital
publishing business.
Rapidcube Technologies Private Limited changed its name to
‘Indiadotcom Digital Private Limited' (‘IDPL') for a better reflection
of its current business proposition. The Company is a material unlisted subsidiary as on
March 31, 2023, as per the thresholds laid down under the Listing Regulations. In
compliance with the provision(s) of Regulation 24 of the Listing regulations, Ms. Swetha
Gopalan and Mr. Raj Kumar Gupta act as an Independent Director on the Board of Indiadotcom
Digital Private Limited.
Zee Media Americas LLC
The Company continuously strives to ensure penetration and distribution
of news and views all across the Country, through news channels of all the genres and
languages which include Hindi, English, Regional and International news. The
Company's global channel WION has achieved widespread acceptance, not only among the
Indian audience but also amongst the Indian diaspora spread globally. To further expand
the reach of the channel, post the approval of the Board, the Company had incorporated a
wholly owned subsidiary under the name of "Zee Media Americas LLC" on February
27, 2023, in the State of Delaware, United States of America. The Company aims to utilize
this subsidiary for further distribution of its other linear channels, digital properties,
and in-house content. Pending approvals for Overseas Direct Investment (ODI), no
investment has been made by the Company till March 31, 2023.
Associates:
Today Merchandise Private Limited and Today Retail Network Private
Limited are the associate companies of your Company. Today Merchandise Private
Limited's objects include handling customer acquisition, marketing, procurement,
sales promotion, brand management, website hosting and other ancillary activities. Today
Retail
Network Private Limited's objects include trading of merchandise
like International books, apparels, footwear etc. through internet promotions.
Your Company funds its subsidiary(ies), from time to time, as per the
fund requirements, to meet the working capital and other business requirements, in
compliance with applicable regulatory provisions. During the year ended March 31, 2023,
the Company has converted unsecured loan of ` 735.00 million along with trade receivables
of ` 365.00 million aggregating to ` 1,100.00 million into 110, 0.01% Optionally
Convertible Debentures (‘OCDs') of ` 10.00 million each of its wholly owned
subsidiary (WOS), Indiadotcom Digital Private Limited. The OCDs are convertible into
equity shares of `10 each in the ratio of 1:1,000,000 within 9 years or at the option of
the Indiadotcom Digital Private Limited, whichever is earlier. Simultaneously during the
same financial year, the Company's other WOS viz. Zee Akaash News Private
Limited also converted the unsecured loan of ` 200.00 million into 20, 0.01% Optionally
Convertible Debentures (‘OCDs') of ` 10.00 million each of Indiadotcom Digital
Private Limited at same terms of issuance.
Apart from the above, there is no other
Subsidiary/Joint-venture/Associate within the meaning of section 2(87) and section 2(6) of
the Act, of the Company.
Audited Accounts of Subsidiary Company
Your Company has prepared the Annual Audited Consolidated Financial
Statements in accordance with Section 129(3) of the Companies Act, 2013 (‘Act')
read with the applicable Indian Accounting Standards and Listing Regulations. As required
under the Indian Accounting Standards (Ind AS), notified under Section 133 of the Act and
applicable provisions of the Listing Regulations, the Audited Consolidated Financial
Statements of the Company reflecting the Consolidation of the Accounts of its Subsidiaries
are included in this Annual Report. Further, a Statement containing the Salient Features
of the Financial Statements of Subsidiaries/Associate Companies pursuant to sub-section 3
of Section 129 of the Act in the prescribed Form AOC-1 is appended to this Board Report.
In accordance with Section 136 of the Act, the Annual Audited Financial
Statements including the Consolidated
Financial Statements and related information of the Company and Annual
Audited Accounts of the Subsidiaries are available on the investor section on the website
of the Company viz. www.zeemedia.in. Your Company also has a policy in place for
determining Material Subsidiaries in terms of the applicable regulations. The Policy for
determining Material Subsidiaries is available on the Company's website viz.
www.zeemedia.in
5. CAPITAL STRUCTURE
During the year under review, there was no change in the Capital
Structure of the Company. Accordingly, as at March 31, 2023, the Capital structure stand
as follows:
The Authorised Share Capital of the Company is
`_1,930,000,000/- (Rupees One hundred and ninety three crores only)
divided into 1,770,000,000 (One hundred and seventy seven crores) Equity Shares of ` 1/-
(Rupee One) each and 160,000,000 (Sixteen crores) Preference Shares of ` 1/- (Rupee One)
each.
The Paid-up Equity Share Capital of the Company is ` 625,428,680/-
(Rupees Sixty two crore fifty four lakhs twenty eight thousand six hundred and eighty
Only) divided into 625,428,680 (Sixty two crore fifty four lakhs twenty eight thousand six
hundred and eighty) Equity Shares of ` 1/- (Rupee one only) each.
The Company continues to focus on expanding the horizons of its linear
and digital business in the international markets also, for which investment is required
in the evolving technologies and markets. In order to meet the growth trajectory / future
business expansion plans and to meet its working capital, capital expenditure and general
corporate purpose requirements, the Board at its meeting held on November 12, 2021, upon a
request received from a promoter group entity expressing its support / intention to invest
in the Company, approved the issuance of upto 135,000,000 (Thirteen Crores and Fifty Lakhs
only) Warrants at a Price of ` 12.20/- per Warrants (‘Warrant Issue Price'),
aggregating up to ` 1,647,000,000/- (Rupees One Hundred Sixty Four Crores and Seventy
Lakhs Only), in terms of applicable regulatory provisions.
Further, the Board at its meeting held on January 5, 2022, in
furtherance to the approval of the shareholders and other requisite approvals, and upon
receipt of an upfront amount of ` 3.05/- (Rupees Three decimal point zero five
Only) for each Warrant, aggregating to
` 41,175,000/- i.e. 25% of Warrant Issue Price, allotted
135,000,000 Warrants on preferential basis to Asian Satellite Broadcast
Private Limited, a Promoter Group Entity. During the year under review, the said Warrants
were inter-se transferred from Asian Satellite Broadcast Private Limited to another
Promoter Group Entity named Elitecast Media Limited (‘Elitecast'). In terms of
the applicable provisions and terms of the offer, the payment of Warrant Exercise Price
(being 75% of Warrant Issue Size) was due on or before July 5, 2023.
Elitecast informed the Company that pursuant to the Order(s) passed by
Hon'ble Delhi High Court and other courts, Elitecast had been directed to maintain status
quo in respect of the said Warrants. The Board, at its meeting held on July 5, 2023,
while taking on record the communication of Elitecast, advised the management to file
appropriate application with SEBI to seek relaxation / extension for receiving the Warrant
Exercise Price from Elitecast. Accordingly, the Company filed an Exemption Application
under Regulation 300 of the SEBI ICDR Regulations seeking relaxation of strict enforcement
of Regulation 162 (1) read with 169(3) of the SEBI ICDR Regulations, with SEBI, which
application is currently pending. The Company shall take appropriate steps, basis response
from SEBI.
Listing of Company's Securities
Your Company's equity shares continue to be listed and traded on
National Stock Exchange of India Limited (‘NSE') and BSE Limited
(‘BSE'). Both these Stock Exchanges have nationwide trading terminals and hence
facilitate the shareholders/investors of the Company in trading the shares. The Company
has paid the annual listing fee for the Financial Year 2023-24 to the said Stock
Exchanges.
Depositories
Your Company has arrangements with National Securities Depository
Limited (‘NSDL') and Central Depository Services (India) Limited
(‘CDSL'), the Depositories, for facilitating the members to trade in the equity
shares of the Company in Dematerialized form.
The Annual Custody fees for the Financial Year 2023-24 have been paid
to both the Depositories.
6. APPROVAL THROUGH POSTAL BALLOT
During the year under review, the Company had sought the approval of
the Members by way of an Ordinary Resolution through Postal Ballot Notice dated February
14, 2023, for approval of appointment of Mr. Purushottam Vaishnava (DIN: 01958304) as a
Non-Executive Non-Independent Director of the Company.
The aforesaid proposal has been approved with requisite majority by the
Members of Company on March 17, 2023.
7. EMPLOYEES STOCK OPTION SCHEME
The Employee Stock Option Scheme (‘ZNL ESOP-2009') approved
by the Members at the Annual General Meeting held on August 18, 2009, has not been
implemented and no Stock Options were granted under the said ESOP Scheme till date. In
view of this, particulars as required under applicable provisions of Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
are not provided.
8. CREDIT RATING
During the year under review, CARE Ratings Limited (‘CARE'),
had reviewed the ratings assigned for Company's Bank facilities and vide
its letter dated August 5, 2022, upgraded the ratings for long term bank facilities to
‘CARE BB+; Stable (Double B Plus; Outlook: Stable)'. Subsequent to the closure
of the financial year, CARE vide its letter dated July 7, 2023, has affirmed the
ratings for long term bank facilities at ‘CARE BB+; Stable (Double B Plus; Outlook:
Stable)'.
9. REGISTERED OFFICE
The Registered Office of the Company is presently situated at 14th
Floor, ‘A Wing', Marathon Futurex, N M Joshi Marg, Lower Parel, Mumbai –
400 013, Maharashtra.
10. REGISTRAR & SHARE TRANSFER AGENT
The Registrar & Share Transfer Agent (‘RTA') of the
Company is Link Intime India Private Limited. The
Registered office of Link Intime India Private Limited is situated at
C-101, 247 Park, LBS Marg, Vikhroli (West), Mumbai - 400 083, Maharashtra.
11. CORPORATE GOVERNANCE & POLICIES
The fundamental principle of Corporate Governance is achieving
sustained growth ethically and in the best interest of all stakeholders. It is not a mere
compliance of laws, rules and regulations but a commitment to values, best management
practices and adherence to the highest ethical principles in all its dealings to achieve
the objects of the Company, enhance stakeholder value and discharge its social
responsibility.
In terms to the requirements of Regulation 34 read with Schedule V of
the Listing Regulations, a detailed report on Corporate Governance along with Compliance
Certificate issued by Mrs. Neelam Gupta, Practicing Company Secretary, proprietor of
Neelam Gupta & Associates, is attached and forms an integral part of this Annual
Report. Management Discussion and Analysis Report and Business Responsibility and
Sustainability Report as per Listing Regulations is presented in separate section forming
part of this Annual Report.
In compliance with the requirements of the Act and the Listing
Regulations, your Board has approved various Policies including Code of Conduct for Board
of Directors and Senior Management, Policy for determining material subsidiaries, Policy
for preservation of documents & archival of records on website, Policy on Distribution
of Dividend, Policy for determining material events, Policy for fair disclosure of
unpublished price sensitive information, Corporate Social Responsibility Policy, Whistle
blower & Vigil mechanism Policy, Related Party Transaction Policy etc. These policies
and codes are reviewed by the Committees / Board from time to time. These policies and
codes along with brief on Directors' familiarization program and terms and conditions
for appointment of independent directors are available on the Investor Section on the
Company's website viz. www. zeemedia.in In compliance with the requirements of
Section 178 of the Act, the Nomination and Remuneration Committee (‘NRC') of
your Board has fixed the 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, requisite skill set and independence of individual.
Further, in compliance with the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015 (‘PIT Regulations'), on
prevention of insider trading, your Company has a comprehensive Code of Conduct for
regulating, monitoring and reporting of trading by Insiders. The said Code lays down
guidelines, which advise Insiders on the procedures to be followed and disclosures to be
made in dealing with the shares of the Company and cautions them on consequences of
non-compliances. Your Company has further put in place a Code of practices and procedures
of fair disclosures of unpublished price sensitive information. The said codes are
applicable to all Directors, Key Managerial Personnel (‘KMPs') and other
Designated Persons, as identified in the Code, who may have access to unpublished price
sensitive information of the Company. The codes are available on Company's website
viz. www.zeemedia.in The Audit Committee of the Board has been vested with powers and
functions relating to Risk Management which inter alia includes
(a) review of risk management policies and business processes to ensure
that the business processes adopted and transactions entered into by the Company are
designed to identify and mitigate potential risk;
(b) evaluation of internal financial controls and risk management
systems;
(c) laying down procedures relating to Risk assessment, minimization
and monitoring risk management plan.
The Risk Management Committee of the Board assesses the Company's
risk profile, acceptable level of risk, access cyber security, develop and maintain risk
management framework, measures of risk mitigation and business continuity plan. The said
Committee also performs such other functions as may be entrusted to it by applicable
regulatory provisions and the Board, from time to time.
12. DIRECTORS' & KEY MANAGERIAL PERSONNEL
Your Company has an appropriate mix of Executive, Non-Executive
Non-Independent and Independent Directors, representing a blend of professionalism,
knowledge and experience which ensures that the Board independently perform its governance
and management functions. The Company professes the importance of diversity at the Board
and at all levels within the organization.
As on March 31, 2023, the Board comprised of 7 (Seven) Directors which
include 1 (One) Executive Director, 3 (Three) Non-Executive Non-Independent Directors and
3 (Three) Independent Directors including 1 (One) Woman Independent Director.
During the year under review, upon recommendation of the Nomination and
Remuneration Committee, the Board appointed Mr. Purushottam Vaishnava (DIN: 01958304) as
an Additional Director in the category of Non-Executive Non-Independent Director of the
Company, with effect from December 19, 2022, pursuant to Section 161 of the Act. The said
appointment was affirmed by the Members of the Company through Postal Ballot on March 17,
2023.
No change in the composition of the Board of Directors took place
subsequent to the closure of the Financial Year. Pursuant to provisions of Section 152(6)
of the Act, Mr. Amitabh Kumar (DIN: 00222260), retires by rotation at this Annual General
Meeting and being eligible, has offered himself for re-appointment. The Board at its
meeting held on August 12, 2023, upon recommendation of the Nomination and Remuneration
Committee, has considered and recommended his re-appointment to the shareholders of the
Company.
As required under Regulation 36(3) of the Listing Regulations,
particulars of Director seeking reappointment at this AGM are given in the Annexure to the
AGM Notice.
Your Company has obtained a Certificate from Mrs. Neelam Gupta,
Practicing Company Secretary, proprietor of Neelam Gupta and Associates, pursuant to
Regulation 34(3) read with Schedule V para C clause 10 (i) of the Listing Regulations,
confirming that none of the Directors on the board of the Company have been debarred or
disqualified from being appointed or continuing as Directors of Companies by the
Board/Ministry of Corporate Affairs or any such Statutory Authority.
Key Managerial Personnel (‘KMP')
In terms of the provisions of Sections 2(51) and 203 of the Act, as on
March 31, 2023, the following were the KMP's of the Company:
Mr. Dinesh Kumar Garg, Executive Director -
Finance & Chief Financial Officer; and
Mr. Ranjit Srivastava, Company Secretary and
Compliance Officer.
During the year under review, Mr. Sudhir Chaudhary resigned as a Chief
Executive Officer with effect from July 1, 2022, and consequently ceased to be a KMP of
the Company. After the closure of the Financial Year, upon recommendation of the
Nomination and Remuneration Committee, the Board appointed Mr. Abhay Ojha as Chief
Executive Officer of the Company with effect from May 2, 2023.
Accordingly, as on the date of this Report, the following are the
KMP's of the Company:
Mr. Abhay Ojha, Chief Executive Officer;
Mr. Dinesh Kumar Garg, Executive Director -
Finance & Chief Financial Officer; and
Mr. Ranjit Srivastava, Company Secretary and
Compliance Officer.
Chairman of the Board
Mr. Susanta Kumar Panda, Non-Executive Independent Director, is the
Chairman of the Board, who was appointed as Chairman with effect from September 1, 2020.
Board Diversity
Adequate diversity on the Board is essential to meet the challenges of
business globalisation, rapid deployment of technology, greater social responsibility,
increasing emphasis on corporate governance and enhanced need for risk management. The
Board enables efficient functioning through diversity in perspective and skill, and
fosters differentiated thought processes at the back of varied industrial and management
expertise, knowledge and geographical backgrounds. The Board recognizes the importance of
a diverse composition and has adopted a board diversity policy which sets out its approach
to diversity. The Company recognizes and embraces the importance of a diverse Board in its
success.
Board Meetings
The meetings of the Board are scheduled at regular intervals to discuss
and decide on matters of business performance, policies, strategies and other matters of
significance. Notice of the meetings is circulated in advance, to ensure proper planning
and effective participation. In certain exigencies, decisions of the Board are also
accorded through circulation and also through meeting convened at shorter notice. The
Directors of the Company are given the facility to attend meetings through video
conferencing, in case they so desire, subject to compliance with the specific requirements
under the Act. The Board met 7 (Seven) times during Financial Year 2022-23, the details of
which are given in the Corporate Governance Report which forms part of this Annual Report.
The intervening period between any two Board Meetings was within the maximum time
permissible under the Act and Listing Regulations.
Declaration by Directors/Independent Directors
All Directors of the Company have confirmed that they are not debarred
from holding the office of Director by virtue of any SEBI Order or order of any other such
authority. The Directors, Key Managerial Personnel and Senior Management have affirmed
compliance with the Code of Conduct laid down by the Company.
Independent Directors provide declarations, both at the time of
appointment as well as annually, confirming that they meet the criteria of independence as
defined in Regulation 16(1)(b) of the Listing Regulations and Section 149(6) of the Act
along with Rules framed thereunder. In terms of Regulation 25(8) of the Listing
Regulations, the Independent Directors have confirmed that they are not aware of any
circumstances or situation which exists or may be reasonably anticipated that could impair
or impact their ability to discharge their duties. Based on the declarations received from
the Independent Directors, the Board has confirmed that they meet the criteria of
independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations and that they are independent of the management.
A declaration on compliance with Rule 6(3) of the Companies
(Appointment and Qualification of Directors) Rules, 2014, regarding the requirement
relating to enrollment in the Data Bank for Independent Directors as stipulated under
Section 150 of the Act, has been received from all the Independent Directors, along with
declaration made under Section 149(6) of the Act. There are no pecuniary relationships or
transactions between the Independent Directors and the Company, except for the payment of
Sitting Fee and Commission.
Separate Meeting of the Independent Directors
In accordance with the provisions of Schedule IV to the Act and
Regulation 25(3) of the Listing Regulations, a separate meeting of the Independent
Directors of the Company was held on March 29, 2023. The Independent Directors reviewed
the performance of Non-Independent Directors and the Board as a whole, performance of the
Chairperson of the company, after taking into account the views of Executive Directors and
Non-Executive Directors and assessed the quality, quantity and timeliness of flow of
information between the Company Management and the Board, which is necessary for the Board
to effectively and reasonably perform their duties.
Board Evaluation
In line with the Corporate Governance Guidelines of your Company and in
accordance with the criteria laid down by Nomination and Remuneration Committee
(‘NRC'), a formal evaluation of the performance of the Board, its Committees,
the Chairman and the Individual Directors was carried out by the Board during the
Financial Year 2022-23. The Board evaluation framework has been designed in compliance
with the requirements specified under the Act, the Listing Regulations and in accordance
with the Guidance Note on Board Evaluation issued by SEB
I. The evaluation process was carried out based on an assessment sheet
structured in line with ICSI guidance note and the guidance note issued by SEBI in this
regard. The Independent Directors of your Company, in a separate meeting, evaluated the
performance of the Chairman and other Non-Independent Directors along with the performance
of the Board based on various criteria recommended by the NRC and ‘Guidance Note on
Board Evaluation' issued by the Securities and Exchange Board of India. A report on
such evaluation done by the Independent Directors was taken on record by the Board and
further your Board, in compliance with requirements of the Act, evaluated performance of
all the Directors, Board as a whole, based on various parameters including attendance,
contribution etc. The Board and the NRC reviewed the performance of individual directors
on the basis of criteria such as the contribution of the individual director to the board
and committee meetings like preparedness on the issues to be discussed, meaningful and
constructive contribution and inputs in meetings, etc.
At the Board meeting that followed the meeting of the Independent
Directors and meeting of NRC, the performance of the Board, its Committees, and Individual
Directors was also discussed. Performance evaluation of independent directors was done by
the entire Board, excluding the Independent Director being evaluated. The details of the
evaluation process are set out in the Corporate Governance Report which forms part of this
Report.
Policy on Directors' Appointment and Remuneration
In compliance with the requirements of Section 134(3) (e) and Section
178(3) of the Act, the Nomination & Remuneration Committee (‘NRC'), had
fixed the criteria for nominating a person on the Board which, inter alia, include
desired size and composition of the Board, age limit, qualification / experience, areas of
expertise, skill set and independence of individual. Further, pursuant to provisions of
the Act, the NRC has formulated the Nomination and Remuneration Policy for the appointment
and determination of remuneration of the Directors, Key Management Personnel, Senior
Management and other Employees of your Company, salient features whereof are annexed to
this report. The NRC has also developed the criteria for determining the qualifications,
positive attributes and independence of Directors and for making payments to Executive
Directors of the Company. The policy is available at the Investor Section on the website
of the Company at viz. www.zeemedia.in
The NRC takes into consideration the best practices in the industry
while fixing the terms of the appointment including remuneration packages. Further, the
compensation package for the Director, Key Managerial Personnel, Senior Management and
other employees is designed based on the set of principles enumerated in the said policy.
The remuneration paid to the Directors, Key Managerial Personnel, Senior Management and
other employees is as per the Nomination and Remuneration Policy of your Company.
The applicable remuneration details of the Key Managerial Personnel,
along with details of ratio of remuneration of Director to the median remuneration of
employees of the Company for the FY under review are provided as Annexure to this Report.
Familiarization Program for Directors
The Company's Board Familiarization Program comprises of the
following: -? Induction Program for new Independent Directors;? Immersion
sessions on business, functional issues and paradigm of the Industry;? Strategy
session;? Key Updates – Companies Act 2013 & SEBI Regulations;?
Code of Conduct for Directors and Senior Management;? Roles & Responsibilities
of Directors;? Prohibition of Insider Trading; and? Risk Assessment and
Mitigation.
All Independent Directors are taken through an induction and
familiarization program when they join the Board of your Company. The induction program
covers the Company's history, background of the Company and its growth over the last
few years, various milestones in the Company's existence, the present structure and
an overview of the business and functions. Independent Directors of the Company have also
been familiarized with their roles, rights and responsibilities.
Duringtheyearunderreviewinadditiontomanagement presentation on key
changes in regulatory framework and industry updates, a detailed familiarization program
was conducted for the Board members by Ernst & Young LLP on - Key amendments in
Listing Regulations, key amendments in provisions relating to Corporate Social
Responsibility, amendments in relation to related party and related party transactions,
Environmental, Social and Governance (ESG), Reporting under BRSR, key proposals contained
in SEBI consultation paper, duties, responsibilities and liabilities of Independent
Directors.
The Board including all Independent Directors are provided with
relevant documents, reports and internal policies to enable them to familiarize with the
Company's procedures and practices from time to time besides regular briefing by the
members of the Senior Management Team.
The details of Familiarization Program can be viewed in the Investor
section of Company's website at www. zeemedia.in
Committees of the Board
In compliance with the requirements of the Act, Listing Regulations and
for smooth functioning of the Company, your Board has constituted various Board Committees
including Audit Committee, Nomination & Remuneration Committee, Stakeholders
Relationship Committee, Corporate Social Responsibility Committee, Risk Management
Committee, Finance Sub-Committee, Corporate Management Committee and Disciplinary
Committee.
(a) Audit Committee
Your Company has a duly constituted Audit Committee and its composition
as well as charter is in line with the requirements of the Act and Listing Regulations.
Composition
In compliance with Section 177 of the Act read with rules made thereto
and Regulation 18 of the Listing Regulations, the Audit Committee of the Board as on March
31, 2023, comprised of 3 (Three) members, with Mr. Raj Kumar Gupta, Independent Director
as its Chairman, Mr. Susanta Kumar Panda, Independent Director and Mr. Dinesh Kumar Garg,
Executive Director - Finance as its members. Subsequent to the closure of the Financial
Year and as on the date of this report, there has been no change in the composition of the
Committee. The Company Secretary acts as the Secretary of the Committee.
(b) Nomination and Remuneration Committee
The Company has a duly constituted Nomination and Remuneration
Committee (‘NRC') which, inter alia, identifies and recommends persons
who are qualified to become Directors and reviews and recommends the remuneration and
other employment terms and conditions of Directors and Senior Management.
Composition
In compliance with Section 178 of the Act read with rules made thereto
and Regulation 19 of the Listing Regulations, the NRC of the Board as on March 31, 2023,
comprised of 3 (Three) members, with Mr. Raj Kumar Gupta, Independent Director as its
Chairman, Mr. Susanta Kumar Panda, Independent Director and Mr. Surender Singh,
Non-Executive Non-Independent Director as its Members. Subsequent to the closure of the
Financial Year and as on the date of this report, there has been no change in the
composition of the Committee. The Company Secretary acts as the Secretary of the
Committee.
(c) Stakeholders Relationship Committee
The Company has a duly constituted Stakeholders Relationship Committee
which inter alia looks into various aspects of interests of shareholders and
debenture holders including investors' grievances arising out of issues regarding
share transfers, dividends, dematerialization and related matters, evaluating performance
and service standards of the Registrar and Share Transfer Agent and takes requisite
actions to redress the same.
Composition
In compliance with Section 178 of the Act read with rules made thereto
and Regulation 20 of the Listing Regulations, the ‘Stakeholders Relationship
Committee' of the Company as on March 31, 2023, comprised of Mr. Amitabh Kumar,
Non-Executive Non-Independent Director as Chairman, Mr. Raj Kumar Gupta, Independent
Director and Mr. Dinesh Kumar Garg, Executive Director - Finance as its Members. After the
closure of the Financial Year and as on the date of this report, there has been no change
in the composition of the Committee. The Company Secretary acts as the Secretary of the
Committee.
(d) Corporate Social Responsibility Committee
The Company has a duly constituted Corporate Social Responsibility
(‘CSR') Committee which is responsible for formulation, recommendation of the
CSR policy of the Company and monitoring of the CSR spent by the Company.
Composition
In compliance with Section 135 of the Act read with rules made thereto,
the CSR Committee of the Board as on March 31, 2023, is comprised of 3 (Three) members,
with Mr. Surender Singh, Non-Executive Non-Independent Director as its Chairman, Mr. Raj
Kumar Gupta, Independent Director and Mr. Dinesh Kumar Garg, Executive Director - Finance
as its Members. After the closure of the Financial Year and as on the date of this report,
there has been no change in the composition of the Committee. The Company Secretary acts
as the Secretary of the Committee.
(e) Risk Management Committee (‘RMC')
The Company has a duly constituted Risk Management Committee
(‘RMC') which, inter alia, focus on risk management including
determination of Company's risk appetite, risk tolerance, risk assessments (risk
identification, risk evaluation, risk management and mitigation) etc. including cyber
security.
Composition
In compliance with Regulation 21 read with Part D of Schedule II of the
Listing Regulations, the RMC of the Board as on March 31, 2023, comprised of 3 (Three)
members with Mr. Susanta Kumar Panda, Independent Director, as its Chairman, Ms. Swetha
Gopalan, Independent Director and Mr. Dinesh Kumar Garg, Executive Director – Finance
& Chief Financial Officer, as its Members. The Company Secretary acts as the Secretary
of the Committee. After the closure of the Financial Year and as on the date of this
report, there has been no change in the composition of the Committee.
(f) Finance Sub-Committee
The Board has constituted a Finance SubCommittee which has been
delegated the functions of monitoring and expediting any debt fund raising process,
approve financing facilities offered and/or sanctioned to the Company by various Banks
and/ or Indian Financial Institutions from time to time, in the form of Term Loans,
Working Capital facilities, Guarantee Facilities, etc., including the acceptance of terms
and conditions of such facilities being offered. As on March 31, 2023, and as on the date
of this report, the Finance Sub-Committee comprised of Mr. Surender Singh, Non-Executive
Non-Independent Director as its Chairman, Mr. Dinesh Kumar Garg, Executive Director –
Finance
& Chief Financial Officer and Mr. Amitabh Kumar, Non- Executive
Non-Independent Director, as its Members. The Company Secretary acts as the Secretary of
the Committee. After the closure of the Financial Year and as on the date of this report,
there has been no change in the composition of the Committee.
(g) Corporate Management Committee
The Board has constituted a Corporate Management Committee comprising
Senior Executives of the Company to review, approve and/or grant authorities for managing
day-to-day affairs of the Company within the powers delegated by the Board.
As on March 31, 2023, the Corporate Management Committee comprised of 2
(Two) members with Mr._Dinesh Kumar Garg, Executive Director – Finance & Chief
Financial Officer as Chairman and Mr. Ranjit Srivastava, Company Secretary, as its
members.
Post closure of the Financial Year, Mr._ Abhay Ojha, Chief Executive
Officer of the Company, was inducted as a member of the Committee.
As on the date of this report, the Corporate Management Committee
comprised of 3 (Three) members namely Mr. Abhay Ojha, Chief Executive Officer, Mr. Dinesh
Kumar Garg, Executive Director
– Finance & Chief Financial Officer and Mr. Ranjit Srivastava,
Company Secretary, as its members.
(h) Disciplinary Committee
The Board of Directors had constituted a ‘Disciplinary
Committee' for considering and finalizing the action(s) to be taken by the Company in
case of any violation of Company's Insider Trading Code read with SEBI (Prohibition
of Insider Trading) Regulations, 2015 and the charter laid down by the Board.
As on March 31, 2023, and as on the date of this report, the
Disciplinary Committee is comprised of Mr. Susanta Kumar Panda, Independent Director as a
Chairman, Mr. Dinesh Kumar Garg, Executive Director – Finance & Chief Financial
Officer and Mr. Ranjit Srivastava, Company Secretary of the Company as its members.
DetailsofconstitutionoftheBoardCommittees,which are in accordance with
regulatory requirements, have been uploaded on the website of the Company viz.
www.zeemedia.in. 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. During the year, all the
recommendations made by the Committees of the Board including the Audit Committee, which
were mandatorily required, were accepted by the Board.
(i) Executive Board
Upon the recommendation of the NRC, the Board in the year under review,
approved the constitution of an ‘Executive Board' consisting of key business
executives to strategize and drive the business operations of the Company in the current
competitive environment as well as to draw synergies from various business functions of
the Company. The Executive Board reports to the Board of the Company and makes periodic
presentations on the business operations. The Executive Board is responsible for
finalizing and implementing the Editorial, Marketing and Sales strategy and for driving
synergies for the businesses. The Executive board periodically evaluate the policies of
the Company, review any Legal issue / Litigation / Regulatory issue, and is solely
responsible for the business operations and Budget of the assigned function. As on the
date of this report, the Executive Board comprises of Mr. Abhay Ojha, Chief Executive
Officer and Mr. Madhu Soman, Chief Business Officer – WION and Zee Business.
Vigil Mechanism / Whistle Blower Policy
Your Company is committed to the highest standards of ethical, moral
and legal business conduct. Accordingly, the Board of Directors has formulated a Vigil
Mechanism / Whistle Blower policy which provides a robust framework for dealing with
genuine concerns & grievances. The policy provides access to Directors / Employees /
Stakeholders of the Company to report concerns about unethical behavior, actual or
suspected fraud of any Director and / or Employee of the Company or any violation of the
Code of Conduct. The policy safeguards whistleblowers from reprisals or victimization, in
line with the Regulations. Any incidents that are reported are investigated and suitable
action is taken in line with the Policy. Further during the year under review, no case was
reported under the Vigil Mechanism. In terms of the said policy, no personnel have been
denied access to the Audit Committee of the Board. The Whistle Blower Policy is available
at the Investor Section on the website of the Company at viz. www. zeemedia.in
Directors and Officers (D&O) Liability Insurance
Your Company has taken D&O Insurance for all of its Directors
(including Independent Directors) and Senior Management for such quantum and risks as
determined by the Board.
Cost Records
Your Company is required to maintain the Cost Records as specified by
the Central Government under sub-section (1) of Section 148 of the Act read with
applicable notifications thereto. Your board at its meeting held on May 29, 2023, had
re-appointed Chandra Wadhwa & Co., (Firm Registration No. 000239), Cost Accountants,
to carry out Audit of Cost Records of the Company for the Financial Year 2023-24. The Cost
Auditors have issued their unqualified report for the Financial Year 2022-23, which has
been taken on record by the Audit Committee / Board of the Company at its meeting held on
August 12, 2023.
13. CORPORATE SOCIAL RESPONSIBLITY
In terms of the applicable regulatory provisions, the Board of
Directors of your Company has constituted a Corporate Social Responsibility
(‘CSR') Committee. CSR at Zee Media is all about creating sustainable programs
that actively contribute to and support the social and economic development of society and
participation in educational initiatives. The CSR projects are identified and recommended
for consideration by CSR Committee and upon approval, the funds are remitted for
utilization towards approved CSR Projects. The Committee monitors and reviews utilization
of CSR funds.
A brief outline of the CSR Philosophy, salient features of the CSR
Policy of the Company, the CSR initiatives undertaken during the financial year 2022-23
together with progress thereon and the report on CSR activities in the prescribed format,
as required by the Companies (Corporate Social Responsibility Policy) Rules, 2014, is
appended to this Board Report. Further, the Chief Financial Officer confirms that
the CSR spends are utilized for the purpose and in the manner approved by the Board of
Directors of the Company.
The Company has a Corporate Social Responsibility (CSR) Policy in
accordance with the provisions of the Act and Rules made there under. The contents of the
CSR Policy are disclosed on the website of the Company viz. www.zeemedia.in
Details of the CSR Committee composition, role and meetings, etc. have
been provided in the Report on Corporate Governance.
14. AUDITORS
Statutory Auditors: Ford Rhodes Parks & Co. LLP, Chartered
Accountants (ICAI Firm Registration No. 102860W/W100089) were re-appointed as the
Statutory Auditors of the Company at the 23rd Annual General Meeting
(‘AGM') of the Company held on September 30, 2022, for a second term of 5 (five)
consecutive years. Accordingly, they shall hold office till the conclusion of the 28th
Annual General Meeting of the Company. The report of the Statutory Auditors forms part of
the Annual Report. The said report is self-explanatory and does not contain any
qualification, reservation, adverse remarks or disclaimer.
Secretarial Auditor: In terms of Section 204 of the Act, and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Secretarial Audit for the Financial Year ended March 31, 2023, was carried out by Mrs.
Neelam Gupta, Practicing Company Secretary (holding ICSI Certificate of Practice No.
6950), proprietor of Neelam Gupta & Associates. Secretarial Audit report (in MR-3
format) inter alia confirming compliance with applicable regulatory requirements by
the Company during FY 2022-23 is appended to this Board Report. The said report does not
contain any qualifications, reservations, or adverse remarks or disclaimer.
Zee Akaash News Private Limited and Indiadotcom Digital Private
Limited, the unlisted material subsidiaries (wholly owned) of your Company, had also
appointed Mrs. Neelam Gupta, Practicing Company Secretary (holding ICSI Certificate of
Practice No. 6950), proprietor of Neelam Gupta & Associates, as its Secretarial
Auditor to conduct the Secretarial Audit for the FY 2022-23. The said Audit has been
conducted in accordance with Section 204 of the Act, the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 made thereunder and in compliance to
applicable regulatory provisions. The said Reports are also annexed to this Annual Report.
Additionally, in compliance with the requirements of Regulation 24A(2) of Listing
Regulations, the Annual
Secretarial Compliance Report duly signed by Mrs. Neelam Gupta,
Practicing Company Secretary, proprietor of Neelam Gupta & Associates has been
submitted to the Stock Exchanges within the prescribed timelines. The reports of Statutory
Auditor and Secretarial Auditor forms part of this Annual report. The said report does not
contain any qualifications, reservations, or adverse remarks or disclaimer.
Further, the Board at its meeting held on May 29, 2023, had
re-appointed Mrs. Neelam Gupta, Practicing Company Secretary (holding ICSI Certificate of
Practice No. 6950), proprietor of Neelam Gupta & Associates, as the Secretarial
Auditor of the Company for the Financial Year 2023-24. Cost Auditor: Your Company
is required to maintain the Cost Records as specified by the Central Government under
sub-section (1) of Section 148 of the Act.
In compliance with the requirements of Section 148 of the Act read with
Companies (Cost Records and Audit) Rules, 2014, Chandra Wadhwa & Co., (Firm
Registration No. 000239), Cost Accountants, were re-appointed as Cost Auditor to carry out
Audit of Cost Records of the Company for the FY 2022-23. The Cost Auditor have issued
unqualified report for the Financial Year 2022-23, which has been taken on record by the
Audit Committee and the Board of the Company at their meeting held on August 12, 2023.
Further, the Board, on the recommendation of Audit Committee, at its meeting held on May
29, 2023, had approved the re-appointment of Chandra Wadhwa & Co., (Firm Registration
No. 000239), Cost Accountants, as Cost Auditor to carry out Audit of Cost Records of the
Company for the Financial Year 2023-24.
Requisite proposal seeking ratification of remuneration payable to the
Cost Auditor for the Financial Year 2023-24 by the Members as per Section 148 read with
Rule 14 of Companies (Audit and Auditors) Rules, 2014, forms part of the Notice of
convening the Annual General Meeting. Internal Auditor: The Board, on the
recommendation of Audit Committee, appointed ‘Grant Thornton Bharat LLP' as the
Internal Auditor of the Company for FY 2022-23. At the beginning of each Financial Year,
an audit plan is rolled out with approval by the Audit Committee. The plan is aimed at
evaluating the efficacy and adequacy of internal control systems and compliance thereof,
robustness of internal processes, policies and accounting procedures and compliance with
laws and regulations. Based on the reports of internal audit, process owners undertake
corrective action in their respective areas. Audit observations and corrective actions are
periodically presented to the Audit Committee of the Board.
The Board, on the recommendation of the Audit Committee, at its
meetings held on August 12, 2023, approved the appointment of ‘S S Kothari Mehta
& Company', as the Internal Auditor of the Company for the Financial Year
2023-24.
Reporting of Frauds by Auditors
During the year under review, there were no frauds reported by the
Statutory Auditors, Secretarial Auditors and Cost Auditors to the Audit Committee or the
Board under Section 143(12) of the Act.
15. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT & MANAGEMENT
DISCUSSION AND ANALYSIS
Your Company believes that it can only be successful in the long term
by creating value both for its shareholders and for society. Your Company is mindful of
the needs of the communities and works to make a positive difference and create maximum
value for society.
SEBI, vide its circular dated May 10, 2021, made Business
Responsibility and Sustainability Report (‘BRSR') mandatory for top 1,000 listed
companies from FY 2023 in respect of reporting on ESG (Environment, Social and Governance)
parameters. In terms of Regulation 34 of the Listing Regulations, BRSR for FY 2022-23
detailing various initiatives taken by the Company on the environmental, social and
governance front is annexed to this Report. The Management Discussion and Analysis report
is separately attached hereto and forms an integral part of this Annual Report. The said
report gives details of the overall industry structure, economic developments, performance
and state of affairs of your Company's business and other material developments
during the FY under review.
16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Your Company is inter alia into the business of Broadcasting of
News and Current Affairs Television Channels. Since this does not involve any
manufacturing activity, most of the Information required to be provided under Section 134
(3)(m) of the Act, 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: 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 in all the offices, studios and news bureaus of the
Company across the country.
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. The company's Studios,
broadcasting facilities and news collection and dissemination processes use the best
in-class technology.
Foreign Exchange Earnings and Outgo: During the year under review,
your Company had foreign exchange earnings of ` 33.97 Million and outgo of ` 156.22
Million.
17. HUMAN RESOURCE MANAGEMENT
Human Resource Management has been one of the key priorities for your
company. While harmonizing people's practices, the strategic approach had been to
adopt best aspects, align to the market-best practices and build a future ready
organization.
The Company believes that the key to excellent business results is a
committed talent pool. Human resources are the most critical element responsible for
growth and the Company acknowledges their contribution and works towards their
satisfaction as a top priority. The HR policies continually strive towards attracting,
retaining, and developing the best talent required for the business to grow. Regular
training is conducted for the employees to ensure skill upgradation and personal
development throughout the various organizational levels.
The Company values its talent pool and works hard to retain its best
talent by providing ample opportunities to grow. The Company focuses on providing
opportunity for the development of and enhancing the skill sets of its employees at all
levels of the business. Several workshops have been conducted for employees across the
country, so they understand and exhibit the values of the Company in their work and
behaviour. Continuous training program / sessions are provided which helps in keeping the
optimization and moral of the Organisation at a higher level.
Your Directors place on record their appreciation for the significant
contribution made by all employees, who through their competence, dedication, hard work,
co-operation and support have enabled the Company to cross milestones on a continual
basis.
Particulars of Employees
As on March 31, 2023, the total numbers of permanent employees of the
Company were 1,643. The information required under the provisions of Section 197 of the
Act read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 along with the statement showing names and other particulars of top 10
employees including employees drawing remuneration in excess of the limits prescribed
under the said rules is annexed to this report.
. 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 Act are given in Note No. 38 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 arm's length basis, in the ordinary course of business and in
compliance with applicable provisions of the Act and Listing Regulations. During Financial
Year 2022-23, there were no materially significant related party transactions by the
Company with the Promoters, Directors, Key Managerial Personnel and other designated
persons which may have a potential conflict with the interest of the Company.
All related party transactions, specifying the nature, value and terms
of the transactions including the arms-length justification, are placed before the Audit
Committee for its approval and a statement of all related party transactions carried out
is placed before the Audit Committee for its review on quarterly basis. During the year
under review, there have been no materially significant transactions prescribed under
Section 188(1) with related parties as defined under Section 2(76) of the Act and
accordingly the information as prescribed under Section 134(3)(h) of the Act read with
Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 are not provided. iii.
Risk Management: Your Company has defined
operationalprocessestoensurethatrisksareidentified, and the operating management is
responsible for reviewing, identifying and implementing mitigation plans for operational
and process risk. Key strategic and business risks are identified, reviewed and managed by
senior management team. The Risks That Matter (RTM) and their mitigation plans are updated
and reviewed periodically by the Risk Management Committee / Audit Committee and
integrated into the Business plan for each year.
iv. Internal Financial Controls and their Adequacy: Your Company
has adequate internal financial controls systems in place, which facilitates orderly and
efficient conduct of its business including adherence to Company's policies,
safeguarding of its 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 internal audit plan is dynamic and aligned to the business
objectives of the Company and is evaluated by the Audit Committee periodically and at the
end of each Financial Year.
During the year, such controls were assessed and no reportable material
weaknesses in the design or operation were observed.
v. Deposits & Unclaimed Shares: Your Company has not accepted
any public deposit under Chapter V of the Act.
During the Financial Year ended on March 31, 2018, the Company had, in
compliance with the regulatory requirement transferred 139,889 Unclaimed Equity Shares of
` 1 each to the beneficiary account of Investor Education and Protection Fund Authority
(‘IEPF'). The claims received in connection with such Unclaimed Shares /
Dividend transferred to IEPF are processed and forwarded to IEPF from time to time. As on
March 31, 2023, 1,37,898 Unclaimed Equity Shares of the Company are lying in the Demat
Account of IEPF. The Unclaimed Equity Shares along with past Unclaimed Dividend
transferred to IEPF, if any, can be claimed by the Shareholders from IEPF authority after
following process prescribed in IEPF Rules.
Transfer to Investor Education and Protection Fund:
Pursuant to the provision of Section 124 of the Companies Act, 2013,
read with the Investor Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016, as amended, mandates that Companies transfer dividend
that has remained unclaimed/ uncashed for a period of 7 years from the date of transfer to
the Company's unpaid accounts are be transferred to the Investor Education and
Protection Fund (IEPF). Further, the Rules mandate that the shares on which dividend has
not been claimed / encashed for seven consecutive years or more be transferred to the
IEPF. The Equity shares of the Company in respect of which dividend declared during the
Financial Year 2015-16 has remained unpaid or unclaimed for a period of seven consecutive
years is required to be transferred by the Company to IEPF Authority. The Company has sent
individual notices at the registered addresses of the concerned shareholders whose shares
and dividend are liable to be transferred to the IEPF Authority advising them to claim
their unclaimed dividend. The Company has uploaded the details of such shareholders
(including the names of shareholders and their folio no. or DPID - Client ID) on the
website of the Company at www.zeemedia.in under the section ‘Investor Info'. v
i. Unclaimed Shares: As on March 31, 2023, your Company had an
outstanding balance of 27,662 unclaimed shares lying in the Suspense Account of the
Company. The voting rights on the equity share
(s) in the Suspense Account shall remain frozen till the rightful
owners of such equity share
(s) claim the equity share
(s).
vii. Transfer to General Reserve: During the year under review,
there was no amount transferred to any of the reserves by the Company.
viii. Disclosure under Section 197(14) of the Act: During the Financial
Year 2022-23, the Executive Director of the Company did not receive any remuneration or
commission from the Company's subsidiary company
. ix. Sexual Harassment: Your Company has zero tolerance towards
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. Additionally, your Company has constituted Internal Complaints Committee
functioning at various locations to redress complaints regarding sexual harassment. Two
complaints were received during the year under review and the said Complaints were placed
before the Internal Complaints Committee. The required process to be undertaken by the
Committee has been concluded and the report from the Committee is awaited, as on the date
of this report
. x. Secretarial Standards: Pursuant to the provisions of
Section 118 of the Act, the Company has complied with the applicable provisions of the
Secretarial Standards issued by the Institute of Company Secretaries of India and notified
by MCA.
xi. Extract of Annual Return: The Annual return in form MGT-7 as
required under Section 92 of the Act read with Companies (Management & Administration)
Rules, 2014, is provided at the Investor Section on the website of the Company at
www.zeemedia.in
xii. Compliance with Up-linking and Downlinking Guidelines: The
‘Up-linking and Downlinking Guidelines of Satellite Television Channels'
notified by the Ministry of Information & Broadcasting on
November 09, 2022, is applicable on the Company which, inter alia,
prescribes for voluntary public service broadcasting obligation through broadcast of event
having themes of national importance, which include education, health, welfare of women,
agriculture, etc. Your Company is engaged in the broadcast of various National and
Regional News Channels, which broadcast is in itself in the nature of voluntary public
service. During the period under review, various programs have been broadcasted on the
channels of the Company which have the theme of national importance. Your Company believes
that news broadcasting by the Company helps the viewers to gain knowledge, expand
horizons, improves quality of life and remain updated on political developments, natural
disasters, or societal issues. It helps viewers stay aware of the happenings around the
world and strengthen democracy and act as reliable sources of news, covering a wide range
of topics such as politics, economy, education, literacy, agriculture & rural
development, healthcare, women welfare, national integration, social issues, sports, and
entertainment and fulfils an important task of keeping the public informed about current
events. The said broadcasting contributes on a regular basis, towards the nation and the
society.
xiii. Regulatory Orders: During the Financial Year 2022-23 &
2021-22, 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.
During the Financial Year 2020-21, there was a delay in submission of
Un-audited Financial results of the Company, pursuant to Regulation 33(3)(d) of Listing
regulation, for the quarter ended June 30, 2020 by 45 days and accordingly National Stock
Exchange and BSE Limited imposed a fine of ` 2,25,000/- each, on the Company. The Fine was
duly deposited by the Company. The Company filed the waiver application with both the
Stock Exchanges against the said levy of fine. BSE Limited vide its communication
dated November 11, 2021, has informed the Company that after considering the facts of the
case and written submissions made by the company, the ‘Committee for Reviewing
Representations for Waiver of Fines Levied under Standard Operating Procedure (SOP)',
has decided to partially accede to the request for waiver of fines and according has
partially waived fine by ` 75,000/-.
19. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 of the Act (including any
statutory modification(s) and/or re-enactment(s) thereof for the time being in force), in
relation to the Annual Financial Statements for the Financial Year 2022-2023, the
Directors of the Company state that: a) The Financial Statements of the Company comprising
of the Balance Sheet as at March 31, 2023 and the Statement of Profit & Loss for the
year ended on that date, have been prepared on a going concern basis; b) In the
preparation of these Financial Statements, the applicable accounting standards have been
followed and there are no material departures; c) Accounting policies selected are applied
consistently and the judgments and estimates related to the 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, 2023, and of the Loss of the Company for the year
ended on that date; d) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Act, for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
e) Requisite internal financial controls are laid down and that such 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
operating effectively.
The aforesaid statement has also been reviewed and confirmed by the
Audit Committee of the Board of Directors of the Company.
20. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS
AS AT THE END OF THE FINANCIAL YEAR
No such application is made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year and as at the end of the
Financial Year.
21. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND WHILE TAKING LOAN, ALONG WITH THE REASONS THEREOF
There has been neither any delay / default in repayment obligation
towards financial institutions nor the Company has entered into any One-time settlement
with any financial institution, during the year under review.
22. INDUSTRIAL OPERATIONS
The Company maintained healthy, cordial and harmonious industrial
relations at all levels. The enthusiasm and unstinting efforts of the employees have
enabled the Company to remain at the leadership position. It has taken various steps to
improve productivity across the organization.
23. CAUTIONARY STATEMENT
Statements in this Report, particularly those which relate to
Management Discussion and Analysis, describing the Company's objectives, projections,
estimates and expectations, may constitute ‘forward looking statements' within
the meaning of applicable laws and regulations and actual results might differ.
24. ACKNOWLEDGEMENTS
Your Directors place on record their sincere appreciation for the
continued support extended by the Company's stakeholders and trust reposed by them in
the Company. It is our strong belief that caring for our business constituents has ensured
our success in the past and will do so in future. 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 at all levels that
has contributed to your Company's success. Your Directors acknowledge with sincere
gratitude the co-operation and support extended by the Stock Exchanges and other
stakeholders including viewers, advertisers, vendors, bankers, investors, service
providers/partners as well as other regulatory and government authorities.
Your Board also takes this opportunity to express its deep gratitude
for the continued co-operation and support received from its valued stakeholders.
For and on behalf of the Board
of Zee Media Corporation Limited
Mr. Susanta Kumar Panda_
Chairman (Independent Director)
(DIN: 07917003)_
Dinesh Kumar Garg_
Executive Director - Finance & Chief Financial Officer_
(DIN: 02048097)_
Place: Noida
Date: August 12, 2023
  Â