About
Zee Entertainment Enterprises Ltd
Zee Entertainment Enterprises Limited (Previously known as Zee Telefilms Ltd.) was incorporated in November 25th, 1982. The Company
is one of India's leading media and entertainment companies. The Company is mainly in the business of Broadcasting of Satellite Television Channels and digital media; Space Selling agent for other satellite television channels; Sale of Media Content i.e. programs, film rights, feeds, music rights, movie production and distribution.
In year 1992, the company launched their flagship television channel Zee TV. Since then, they have transformed themselves into an integrated media conglomerate with operations spanning the entire media spectrum including television programming; satellite broadcasting; production and distribution of films; music publishing, long distance education and the creation of animation software. The Company is mainly involved in the businesses of broadcasting of satellite television channels, space selling agent for other satellite television channels and sale of media content i.e. programs/film rights/feeds/music rights.
In the year 1994, Zee Records, the music-publishing arm of Zee, commenced their operations. Also, they launched Zee Education as a division of the company. The company's 100% owned subsidiary, Siticable Networks Ltd (Siticable) commenced their operations as an MSO in Delhi for cable distribution system in India.
In the year 1995, Newscorp acquired a 50% stake in Siticable Networks Ltd in an equal joint venture with the company. The company launched Zee TV in the UK / Europe. Also, they launched Zee News and Zee Cinema. In the year 1996, the company started their first cable channel in India under the name of Siti Channel. In the year 1997, they launched Zee Music (originally known as Music Asia).
In the year 1998, the company launched Zee TV in the USA. Also, they launched Zee Cine Awards. During the year 1998-99, the company obtained 'A' category license for providing Internet services in India.
During the year 1999-2000, the company acquired 50% stake in Asia Today Ltd, Siticable and Programme Asia Trading Company Ltd. They launched four regional channels under the umbrella brand of Alpha, namely Alpha Marathi, Alpha Bangla, Alpha Punjabi and Alpha Gujarato. Also, they launched two new 24-hour channels, namely Zee English and Zee Movies to enter the English language market. They launched two new channels namely Zee Bangla and Musia Asia in UK and launched Zee Gold in USA.
During the year, the education division of the company was demerged and transferred to a separate subsidiary company namely, Zee Interactive Learning Systems Ltd. In September 1999, the company acquired Zee Multimedia Worldwide Ltd and thus all the international operations including the broadcasting business of ZMWL came under the company's control.
During the year 2000-01, the company launched the Direct-to-Operator (DTO) encrypted channel bouquet comprising of Zee Cinema, four Alpha channels and two English channels. Also, they divested their stake in Buddha Films Ltd (BFL), Zee Sports Ltd (ZSL) and Zee Publishing Ltd (ZPL).
During the year 2001-02, the company produced their first big budget movie 'Gadar -Ek Prem Katha'. They formed a joint venture company 'Zee Turner Pvt Ltd' to market and distribute the pay channel bouquet consisting of 14 channels of Zee and 3 channels of Turner in the Indian sub-continent, thereby creating a formidable combination of highly popular channels. They consolidated their operations by linking their various control rooms through HFC. Master Control Rooms (MCR) was established at Hyderabad and Bangalore linking the control rooms through optic fibre, thereby ensuring improvement in the quality of signal delivery to customers.
During the year, Zee Interactive Multimedia Ltd, a company set up to provide broadband and conditional access services, merged with Siticable Network Ltd. The company acquired a controlling stake in ETC Networks Ltd, a company engaged in production, marketing and distribution of two television channels with a leading presence in Music and Punjabi language segment. With these acquisitions ETC Networks Ltd became a subsidiary of the company. Also, the company acquired a controlling stake in Padmalaya Telefilms Ltd., a company engaged in production and distribution of feature films (in Telugu and Hindi languages) and television serials. During the year 2002-03, the company hived off two of the foreign subsidiaries namely Hokushan Trading Company Ltd and Asia TV USA, Inc. Also, three wholly owned subsidiaries were merged with the company.
During the year 2003-04, the company entered into an MoU with Zee News Ltd, a company 100% owned by Indian nationals, for transfer of physical infrastructure, the editorial and other staff etc, related to production and Broadcast of News and Current Affairs programme on Zee television channels including Zee News. Dakshin Media Ltd, a wholly owned subsidiary company was amalgamated with the company. Further, the company consolidated operations of their foreign subsidiary company located at Mauritius by merging of Aisa TV (Africa) Ltd, Software Supplies (International) Ltd, Zee Telefilms International Ltd and Zee MGM Ltd with Asia Today Ltd, Mauritius. Also, another overseas subsidiary, Asia T.V. (Netherlands) Ltd, BVI had been liquidated.
During the year 2004-05, the company launched a new channel, namely Zee Sports to the meet the insatiable quest of Indian viewers to enjoy telecast of sports event in India and abroad. The company divested their stake in Padamalaya Enterprises Pvt Ltd, which was the holding company of Padamalaya Telefilms Ltd. Expand Fast Holdings Ltd, one of the overseas subsidiaries, merged with Asia Today Ltd, Mauritius (ATL). Also, ATL, the wholly owned subsidiary of Winterheath Company Ltd (WCL) merged with the holding company, WCL. After the merger, WCL changed its name to Asia Today Ltd. Also, ATL acquired 100% stake in Pan Asia Infrastructure Ltd, a Mauritius based company, engaged in the business of broadcast of television channel in Middle East in South Asian language and development of media city in Dubai. During the year 2005-06, Siti Cable Network Ltd, a wholly owned subsidiary of the company acquired entire shares in Indian Cable Net Company Ltd.
During the year 2006-07, the company completed the process of de-merger of their News, Cable and Direct Consumer Services business undertakings. Respective resultant entities namely, Zee News Ltd (ZNL) for news business, Wire & Wireless (India) Ltd (WWIL) for cable business and Dish TV India Ltd (formerly known as ASC Enterprises Ltd) (Dish TV). Consequent to demerger of Cable and DCS Business Undertakings of the company, the subsidiaries of the company pertaining to the said business undertakings, namely, Siti Cable Network Ltd, Central Bombay Cable Networks Pvt Ltd, Integrated Subscribers Management Services Ltd, New Era Entertainment Network Ltd, Siti Cable Broadband South Ltd and Indian Cable Net Company Ltd ceased to be subsidiaries of the company.
The company exited from their investment in 25 FPS Media Pvt. Ltd (25 FPS) and consequently 25 FPS ceased to be a subsidiary with effect from July 24, 2006. In November 2006, Zee Sports International Ltd, Mauritius, acquired 50% stake with majority representation in the board in Taj TV Ltd, Mauritius, which owns 'Ten Sports' channel. Also, the company acquired 50% stake with majority representation in the Board in Taj Television India Pvt Ltd, Mumbai, which is the distribution arm of Ten Sports in India. The name of the company was changed from Zee Telefilms Ltd to Zee Entertainment Enterprises Ltd with effect from January 10, 2007.
During the year 2007-08, pursuant to a scheme of amalgamation, ETC Networks Ltd, a listed subsidiary of the company, merged with Zee Interactive Learning Systems Ltd. The merged entity was subsequently renamed as ETC Networks Ltd. Asia Today Ltd., Mauritius, a wholly owned overseas subsidiary of the company acquired entire equity stake in APAC Media Ventures Ltd, a company registered in Hong Kong, effective October 30, 2007, for the purpose of its broadcasting foray in the Asia Pacific Region.
During the year 2008-09, Asia Today Ltd., Mauritius, a wholly owned overseas subsidiary of the company, acquired the balance 40% equity stake in Asia Business Broadcasting (Mauritius) Ltd, a company registered in Mauritius and divested their entire 100% holding in Pan Asia Infrastructure Ltd, Mauritius. Additionally with a view to comply with the regulatory requirements for Russian Broadcasting Operations, Asia TV Ltd, UK, an overseas subsidiary created/acquired an indirect subsidiary called 'OOO Zee CIS Holdings Ltd' in Russia.
During the year, the company ventured into the film production and distribution business, with launch of two labels, namely Zee Motion Pictures and Zee Limelight for mainstream and niche films, respectively. For that the purpose, they acquired/created direct/indirect subsidiaries namely, ZES Holdings Ltd, Mauritius, Zee Entertainment Studios Ltd, British Virgin Islands, ZES Mauritius Ltd, Mauritius, ZES International Ltd, United Kingdom and Zee Motion Pictures Pvt Ltd., India.
During the year 2009-10, as per the scheme of arrangement, the company demerged the Regional General Entertainment Channel Business Undertaking (comprising of Zee Marathi, Zee Bangle, Zee Talkies, Zee Telugu, Zee Cinemaalu and Zee Kannada television channels) of Zee News Ltd (ZNL) vesting with the company on the appointed date, January 1, 2010. The scheme became effective from March 29, 2010. Also, ETC Networks Ltd (ETC), a listed subsidiary of the company merged with the company with effect from appointed date, March 31, 2010. Upon such merger, the Education Business Undertaking of the company was demerged from the company and transferred to Zee Learn Ltd on the appointed date, April 1, 2010. Also, the 9X Channel Business Undertaking of INX Media Pvt Ltd (now known as 9X Media Private Ltd) was demerged and transferred to the company. During the year, ETC Networks Ltd (ETC), the listed subsidiary of the company acquired the entire shareholding in Cornershop Entertainment Company Pvt. Ltd which in turn held 100% stake in Cornershop Animation Pvt Ltd, Digital Media Convergence Ltd and Re-Med Services Pvt Ltd. Subsequently, these subsidiaries amalgamated with ETC from the appointed date January 1, 2010 in pursuance of a scheme of amalgamation which became effective on April 29, 2010. Asia TV Ltd, United Kingdom, one of the overseas subsidiary along with its subsidiary OOO Zee CIS Holding Ltd, Russia jointly acquired 100% stake in OOO Zee CIS Ltd, a broadcasting operating company in Russia.
During the year 2010-11, the company dissolved ZES International Ltd, UK, a wholly owned subsidiary of ZES Entertainment Studios Ltd, BVI and Zee Sports Americas Ltd, Mauritius with effect from June 29, 2010 and June 9, 2011. Asia Business Broadcasting (Mauritius) Ltd, Mauritius was amalgamated with its holding company Asia Today Ltd, Mauritius. Also, Zee Entertainment Studios Ltd, BVI and ZES Mauritius Ltd, Mauritius amalgamated with their holding company ZES Holdings Ltd, Mauritius with effect from March 31, 2011 and March 18, 2011 respectively. Also, ZES Mauritius Ltd, Mauritius divested their entire stake in the Indian subsidiary, Zee Motion Pictures Pvt Ltd.
During the year, the joint ventures of the company in digital distribution viz. ITM Digital Pvt Ltd, and in India branded Entertainment Portal viz. India Webportal Pvt Ltd commenced their operations.
The company has in-principle approved the acquisition of the balance shareholding of 5% in Taj TV Ltd., Mauritius (Taj) by Zee Sports International Ltd, Mauritius (ZSIL), thus making Taj a wholly owned subsidiary of ZSIL and the amalgamation of ZSIL with their holding company Asia Today Ltd, Mauritius.
In 2012, the Company introduces new Bangla movie channel. In 2013, the Board approved a Scheme of Arrangement between the Company and Diligent Media Corporation (DMCL) for demerger of media business undertaking from DMCL and vesting into the company. In 2014, the company has sought RBI approval for FII Investment upto 100% in the Company. In 2015, the company launched its entertainment channel Zee Hiburan in Indonesia. The company also entered into food and lifestyle segment category by introducing its new entertainment channel Living Food.
As at 31 March 2014, the Company had 19 subsidiaries in India and Overseas. During the year under review the Company expanded its international operations by (i) forming a wholly owned subsidiary of Asia Today Limited, Mauritius (ATL) in Dubai in the name of ATL Media FZ LLC; (ii) establishing a representative Office of ATL in Jakarta, Indonesia; and (iii) initiating the process for creating a joint venture in Thailand to facilitate launch of a general entertainment television channel in Thai language. In addition, through its international subsidiaries, your Company has entered into joint ventures with Voddler Group AG, Sweden - to develop Video-on-demand service technology; and MirriAd, United Kingdom to develop and facilitate in-programme product placement technology in various television programmes.
During the year 2014, the channel launched various new successful shows in different genres. Jodha Akbar, a period drama launched during the year received tremendous success and is the No.2 show in Hindi GEC space. India's Best Dramebaaz was a completely new format launched for the first time on Indian TV by Zee TV.
During the year 2014, popular movies like Chennai Express, Race2, ABCD, Ramaiya Vastavaiya, Besharam, Zanjeer, Phata Poster Nikala Hero were premiered on Zee Cinema. Premier of Hindi feature film Chennai Express on Zee TV was the highest rated premiere in the history of Indian TV with reach of 52 million in HSM CS 4+.
During the year 2014, the channels showcased popular international shows and live mega events like Miss World 2013, Critics Choice Movie Awards 2013 etc. Zing, the music and lifestyle offering of the Company, showcases popular Bollywood oriented properties. The content on Zing revolves around the world of music, lifestyle, movies and celebrities.
During the year 2014, the Company undertook various initiatives to strengthen its dominance in international markets by entering into deals with new platform operators as well as launching new channels in some of the geographies. In line with this expansion strategy, the Company launched Zee Film Hindi, Zee Lamhe and Zee Bioskop in various geographies.
The Board of Directors of Zee Entertainment Enterprises at its meeting held on 15 July 2015 approved in-principle, the acquisition of 100% equity stake in Sarthak Entertainment Private Limited, an entity which owns and operates Sarthak TV, a leading Odiya language general entertainment channel. The said acquisition shall be from current shareholders of Sarthak Entertainment Private Limited, subject to requisite regulatory approvals, as an all-cash deal at a consideration of maximum of Rs 115 crore, including Rs 15 crore payable in FY 2017 and 2018, linked to certain performance milestones of the channel. With this acquisition, Zee has entered the rapidly expanding regional market in Odisha. Sarthak TV, the number 1 player in the entertainment space in Odisha would complement Zee's strong regional bouquet of channels viz. Zee Marathi, Zee Talkies, Zee Bangla, Zee Bangla Cinema, Zee Telugu, Zee Kannada and Zee Tamizh. Launched in 2010, Sarthak TV leads the Odia GEC pecking order. The channel has been successful in creating high quality content catering to the needs of local audience. It airs highly successful reality and non-fiction shows besides being the market leader in the fiction segment.
During FY15, Zee Studio, in its continued effort to entertain its audience launched its new ideology, 'See it All' and showcased premiere movies like Mission Impossible, Ghost Protocol, Avengers, Megamind etc. These English channels continued to strengthen the network subscription bouquet.
The Board of Directors of Zee Entertainment Enterprises at its meeting held on 14 October 2015 approved write-off of an investment of GBP 3.25 million (equivalent to Rs 33.06 crore) made by Asia Today Limited, a wholly owned overseas subsidiary of the company, in 2013 for acquiring minority stake in MirriAD Ltd., UK. This write-off was on account of continuing losses and consequent capital reduction/restructuring in MirriAD Ltd., UK.
During the year 2015-16, effective September 1, 2015 the Registered and Corporate Office of the Company was shifted to a landmark building called Marathon Futurex' situated in Lower Parel, Mumbai which has lavish interiors, sprawling workspaces, the Sky Gardens, restaurants, etc.
The Board of Directors of Zee Entertainment Enterprises at its meeting held on 15 January 2016 approved in-principle, a proposal for induction of a strategic investor in India Webportal Pvt Ltd (IWPL), a 51% subsidiary of the company, whereby IWPL shall issue Convertible Preference Shares to the said investor, which may result in potential dilution of company's shareholding in IWPL to below 51%. The Board also approved redemption of 2.22 crore 6% Non-Cumulative Redeemable Preference Shares of Re. 1 each (Unlisted Preference Shares) issued by Zee in pursuance of a Scheme of Arrangement in September 2014.
The Company launched 3 channels and decided to take 2 channels off-air. Zee Yuva, launched in August 2016, is a youth focused Marathi channel that caters to contemporary audiences and will help the Company consolidate its leadership position in the language. Zee Anmol Cinema, launched in September 2016, builds on the leadership of hindi movie cluster by adding an FTA property. The channel will allow consumers to sample premium content and graduate to a paid model over a period. Zee Cinemalu, was launched in September 2016 for the movie loving Telugu audience. The channel leverages a library of over 500 titles across genres to cater to the preferences of a diverse set of audiences. Considering the viewer preference for content on Zindagi and ZeeQ, the Company decided to shut down linear feed of these channels. The content of these two channels is available on Company's online platform.
The Board of Directors of Zee Entertainment Enterprises at its meeting held on 14 March 2016 approved in-principle an acquisition of 100% equity stake in Fly By Wire International Private Limited, Bangalore (FBW). The acquisition shall be an all-cash deal. In addition to the consideration of Rs 2.75 crore payable for the entire stake in FBW, Zee will also take over outstanding bank loan of Rs 58.50 crore of FBW. Initially, Zee will acquire 49% stake in FBW and the balance 51% stake within 5 days of receipt of approval from the Ministry of Civil Aviation. FBW provides aircraft charter services under a NSOP license obtained from the Director General of Civil Aviation (DCGA) and owns/operates one Bombardier Challenger 605 aircraft. Zee has been chartering this aircraft from FBW on an exclusive basis and the decision to acquire FBW was taken by the management with a view to save on increasing aircraft charting costs.
On 23 November 2016, the Board of Directors of Zee Entertainment Enterprises approved the acquisition of the General Entertainment Broadcasting Business Undertaking of Reliance Big Broadcasting Private Limited, Big Magic Limited & Azalia Broadcast Private Limited, all part of Anil Ambani led Reliance Group Entities, through a scheme of demerger and execution of definitive agreements in relation to such proposed acquisition. The TV broadcasting business of Reliance Group Entities comprises two operational general entertainment channels BIG Magic and BIG Ganga and 4 other TV licenses. BIG Magic is a comedy channel catering to Hindi speaking markets. BIG Ganga is a leading Bhojpuri entertainment channel catering to audiences in Bihar, Jharkhand and Purvanchal. The channels are available on all major MSOs and DTH operators. The General Entertainment TV Broadcasting business undertaking along with its assets, liabilities, licenses, trademarks etc. shall get demerged from BIG Magic Ltd, Reliance Big Broadcasting Private Ltd and Azalia Broadcast Private Ltd into Zee Entertainment Enterprises through a court approved scheme. The consideration payable by Zee for the proposed acquisition shall be by way of taking over of debt of the demerged undertakings aggregating approximately to Rs 295 crore and issue of unlisted preference shares aggregating to Rs 3.95 crore to the shareholders of transferor companies.
The Board of Directors of Zee Entertainment Enterprises at its meeting held on 15 March 2017 approved the acquisition of 80% stake in technology start-up Margo Networks Pvt Ltd for a consideration of Rs 75 crore taking into consideration the strong synergies of the technology developed by Margo with the current business of Zee. Margo 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. Since Margo is in the first year of its operations, the details relating to its size, turnover etc. are not available.
During the year 2017, as part of Sale of Sport Business the 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. Additionally the Company acquired 49% equity stake in Fly-By-Wire International Private Limited, a company engaged in providing Aircraft Charter Services and owns an aircraft.
The Board of Directors of Zee Entertainment Enterprises at its meeting held on 8 June 2017 approved the acquisition of the entire remaining 49% stake in India Webportal Pvt Ltd (IWPL) from the existing shareholders for USD 30.7 million (equivalent to Rs 200 crore) and 12.5% stake on fully diluted basis in Tagos Design Innovations Pvt Ltd., Bangalore for USD 2.5 million (equivalent to Rs 16.15 crore). IWPL is engaged in the business of media content management including digitization, content aggregation, conversion, creation, distribution through webportals, communication facilities and providing digital infrastructure, application, facilities etc. IWPL distributes media contents on digital platform through various websites including India.com, Bollywoodlife.com, Cricketcountry.com, Thehealthsite.com, BGR.in and Oncars.in. IWPL reported loss before tax of Rs 13.79 crore on total income of Rs 64.72 crore for FY 2017.
Tagos Design Innovations Pvt Ltd., Bangalore is a technology start-up, which has developed an in-video discovery platform. The in-video discovery platform developed by Tagos in synergy with Zee's OTT business has potential to scale up revenue of Zee's OTT business. In line with the intent to expand digital platforms for the media content, Zee has been investing in technology, which has the potential to supplement and scale-up digital business of the company.
The Board of Directors of Zee Entertainment Enterprises at its meeting held on 24 July 2017 approved a proposal for restructuring of businesses of certain domestic wholly own subsidiaries of the company. The scheme involves consolidation of digital media business done through various subsidiaries of the company into the parent company for deriving business synergies. The amalgamation of Sarthak Entertainment with Zee Entertainment Enterprises will bring the business of broadcasting of Odiya language general entertainment channel Sarthak TV directly under Zee's fold.
On 18 September 2017, Zee Entertainment Enterprises and Sony Pictures India Private Ltd mutually concluded closure of the transaction for Zee's sports broadcasting business to Sony Pictures India Private Ltd and its affiliates (SPN) after payment of consideration of USD 36.32 million to Zee from SPNI. Zee said in a statement that certain conditions precedent for the closures of the second phase of the transaction were taking time and hence both the companies mutually concluded the closure of the transaction. Earlier, on 28 February 2017, Zee had announced the closure of the first phase of the transaction following payment of part consideration of USD 330 million to Zee from SPNI out of total consideration of USD 385 million. On 31 August 2016, the Board of Directors of Zee Entertainment Enterprises (ZEE) approved the sale and transfer of the sports broadcasting business of the company, including TEN brands of television channels, to SPN at an aggregate all-cash consideration of USD 385 million.
As on March 31, 2018, the Company had 29 Subsidiaries, 2 associates and 1 joint venture Company.
On 16 March 2018, Zee Entertainment Enterprises announced that the company has terminated the transaction for the proposed acquisition of 100% equity stake in 2 Media entities viz. 9X Media Private Limited and INX Music Private Limited (9X entities) due to non-completion of certain material conditions precedent. Earlier, on 6 October 2017, Zee had announced that it had entered into a definite agreement to acquire 9X Media Private Limited and its subsidiaries from Rivendell PE LLC (earlier known as New Silk Route) and other shareholders for an all cash consideration of Rs 160 crore. 9X Media, along with its subsidiaries, operates a bouquet of six music channels viz. 9XM (Latest Bollywood), 9X Jalwa (Evergreen Hindi), 9X Jhakaas (Marathi), 9X Tashan (Punjabi), 9XO (English) and 9X Bajao (Hindi Classics). 9X Media's bouquets of channels have established strong viewership on the back of the unique brand identify created over the years.During the year 2018, the Company acquired the General Entertainment Broadcasting business of Reliance ADAG group housed under Reliance Big Broadcasting Pvt Ltd, Big Magic Limited and Azalia Broadcast Private Limited, in pursuance of a Composite Scheme of Arrangement approved by the Mumbai Bench of Hon'ble National Company Law Tribunal vide order passed on July 13, 2017. The said Scheme interalia provided for Demerger of 6 Television Channels of Reliance ADAG group companies' viz. Big Magic (Hindi GEC in Comedy genre), Big Ganga (Regional Channel in Bhojpuri language), Big Magic Punjab (Regional channel in Hindi), Big Magic HD, Big Gaurav and Big Thrill vesting with the Company with effect from Appointed Date of March 31, 2017. This acquisition enabled the Company to expand its portfolio of Channels into newer genres; and consolidated certain businesses carried on by some of the Domestic Subsidiaries in pursuance of a Composite Scheme of Arrangement and Amalgamation for (a) Demerger of Demerged Undertakings of Zee Digital Convergence Limited, India Webportal Pvt. Ltd and Zee Unimedia Limited vesting with the Company; and (b) Amalgamation of Sarthak Entertainment Pvt Ltd with the Company, with effect from Appointed Date of April 1, 2017. The said Composite Scheme of Arrangement and Amalgamation was approved by the Mumbai bench of Hon'ble National Company Law Tribunal vide order passed on April 11, 2018 and became effective on and from May 3, 2018.
In November 2018, Company's Promoters had issued a Press release conveying their intent to sell/divest up to 50% of their stake in the
Company to a strategic partner. While the process of identifying strategic partner by the Promoters is on, the Promoters had in the interim sold 3.42% equity stake resulting in reduction of Promoters shareholding in the Company from 41.62% to 38.20% as at March 31, 2019. Consequent to further sale of shares held by Promoters after closure of the financial year, the Promoters presently hold 36.70% stake in the Company.
During year 2019, Company sold 16.92% Equity stake in Aplab Ltd, an Associate entity, thereby reducing its stake from 26.42% to 9.50%, consequent to which Aplab Ltd ceased to be an Associate of the Company as at March 31, 2019. In terms of the Share Purchase Agreement executed by the Company for acquiring balance 26% equity stake in Zee Turner Limited (a 74% subsidiary) held by Turner International Pvt Ltd, the said subsidiary, changed its name from Zee Turner Limited to Zee Network Distribution Limited w.e.f December 24, 2018;
During the year 2020, Company released 14 movies and received a fair share of success. Zee Music Company expanded its music library through acquisition of music titles across languages. It also launched ZEE5 in international markets of Europe, UK and Canada.
During the year 2021, Zee TV USA. Inc, an overseas subsidiary of the Company was dissolved with effect from May 1, 2020. Zee Technologies (Guangzhou) Limited, an overseas subsidiary of the Company was dissolved with effect from December 9, 2020. 49% equity stake in Fly-By-Wire International Private Limited, subsidiary of the Company was sold with effect from July 31, 2020.
The Company sold 100% equity stake in its four wholly owned subsidiaries namely Zee Unimedia Limited, Zee Digital Convergence Limited, India Webportal Private Limited and Zee Network Distribution Limited to another wholly owned subsidiary Company namely Zee Studios Limited (earlier known as Essel Vision Productions Limited). Accordingly, Zee Unimedia Limited, Zee Digital Convergence Limited, India Webportal Private Limited ceased to be direct wholly owned subsidiaries of the Company and became step-down subsidiaries of the Company with effect from September 30, 2020. Likewise, Zee Network Distribution Limited ceased to be direct wholly owned subsidiary of the Company and became stepdown subsidiary of the Company with effect from October 22, 2020.
The Company has acquired film production and distribution business as a going concern, on a slump sale basis from Zee Studios Limited (formerly known as Essel Vision Productions Limited), a wholly owned subsidiary of the Company, for a cash consideration of Rs.2695 million and on such terms and conditions as contained in the Business Transfer Agreement (BTA) with effect from close of the business hours on February 28, 2021.
During the year 2021, the Company launched 2 new channels, Zee Vajwa (Marathi music) and Zee Zest (Lifestyle) with the widest language footprint in the Domestic Broadcast Business. Zee Anmol was relaunched on the DD FreeDish platform in June 2020. Zee Music Company, expanded its music catalogue across languages and maintained position as the second subscribed music channel on YouTube. Zee Live, the live entertainment vertical, launched digital entertainment IPs across various entertainment genres.
During the year 2021-22, 3 stepdown subsidiaries of the Company namely Zee Digital Convergence Limited, India Webportal Private Limited and Zee Network Distribution Limited merged with another wholly owned subsidiary Company namely Zee Studios Limited
(earlier known as Essel Vision Productions Limited) with effect from 22nd November 2021. Digital Publishing Business Division of the Company was transferred to Indiadotcom Digital Private Limited (formerly known as Rapidcube Technologies Private Limited) through a Business Transfer Agreement. The entire stake in Fly-By-Wire International Private Limited (FBW), subsidiary of the Company was sold by the Company on 18th August 2021. Accordingly, FBW ceased to be a subsidiary of the Company with effect from 18th August 2021. Similarly, entire stake in Idea Shop Web and Media Private Limited (ISWM), stepdown subsidiary of the Company was sold by Zee
Studios Limited, a wholly owned subsidiary of the Company on 31st January 2022. Accordingly, ISWM ceased to be a stepdown
subsidiary of the Company with effect from 31st January 2022.
In 2021-22, the Company launched ZEE5 in the U.S. with high quality original series across 4 languages in June 2021. It launched a new English Channel in South Africa - ZEE ONE on a new DTH platform called OVHD.
Zee Entertainment Enterprises Ltd
Chairman Speech
MESSAGE FROM THE MD & CEO
Dear Shareholders,
The last financial year has been a dynamic one for us. A year where we
started afresh, penning a brand new chapter in our book. This new chapter, ZEE 4.0,
encompasses a new pattern of thoughts, a new wave of emotions, a new connection with our
consumers and partners, and a new strategic vision for growth. The Company has been on a
transformative journey, and I am glad to share that we have implemented several key steps
in line with our 4.0 vision, propelling us on a stronger path to greater success. The year
was also an unpredictable one, challenging the resilience of not only the businesses, but
also of us as human beings. It is indeed astonishing to note the amount of resilience that
exists in human nature. I can say with conviction that both are bouncing back strongly
from the effects of the pandemic. The Media & Entertainment Industry continues to
display immense potential, and as an industry leader, ZEE is well-poised to capture these
opportunities in India and across the globe.
Turning the ZEE 4.0 vision into reality
I previously shared my vision for ZEE 4.0 with all of you through an
Open Letter, and the last year has been spent turning this vision into reality across all
aspects of our business. I firmly believe that growth doesn't come from a single
action. It is a consequence of persistence, courage and hard work. Having taken a
long-term view of the technological and societal changes infringing the Media &
Entertainment ecosystem, we embarked on the ZEE 4.0 transformative journey to unveil a new
organisation design and a clear-cut growth strategy for the Company.
In line with the 5G approach focusing on Governance, Granularity,
Growth, Goodwill and Gusto, we have set the wheels in motion of our 5-year strategy in
consultation with a global strategy advisor. For ZEE 4.0, the sky is the limit. The aim is
to transform into the largest and most profitable Media & Entertainment company in
South Asia. We have set our eyes to become the world's leading global content company
from the emerging markets, driven by content leadership based on innovation and
creativity.
Our journey to achieve these targets and go beyond, has already begun.
Unparalleled efforts have been taken to transform the organization into the ZEE 4.0
version across the 5Gs. We took key steps in the previous year to reconstitute our Board
with diverse members and introduced new policies that strengthened our Governance,
mitigated the risks and safeguarded our business interests. Additionally, we also took
proactive steps to add a deeper layer of Granularity in our reporting and in our
communication to shareholders, thereby maintaining a stronger focus on transparency.
A key aspect of our future strategy sprang into action during the year
as we unveiled a redesigned organisation structure - an integrated and synergised engine
to drive higher Growth and profitability. With customer centricity at the fore, we broke
down the vertical walls to create integrated teams for Content, Digital, Revenue,
International and Movies. This new structure will enable us to enhance our content
creation capabilities across screens, simultaneously ensuring a seamless delivery and
monetization mechanism. Content continues to be the core of our business, and a
‘Content First, Cluster Centric' framework will further enhance our cultural
connect and deep-rooted storytelling that is a mirror to our consumers' lives across
platforms. We are also witnessing exponential growth in the digital ecosystem, led by
state of the art technology, immersive viewing experiences and data-backed innovations. To
succeed in this environment, we have integrated our digital assets under one roof as we
endeavor to strike the right balance between technology, data and talent to capture these
growth opportunities. Similarly, becoming a leading global Company requires us to relook
at our strategy in the international markets. The global Media & Entertainment
landscape is evolving at a faster clip, and we need to not only keep pace with this
change, but move faster.
ZEE is amongst the few Indian companies to establish a strong foothold
in the global Media & Entertainment space, and we believe our deep learnings and
insights from India will also help us devise a strong local strategy to cater to the
audiences across the globe. Amidst this, with all our revenue engines firing together, it
is bound to create music to our partners' ears as we enhance the solutions offered to
them while parallelly focusing on wallet monetization and user acquisition. The Movies
& Music business continues to post a strong performance, and a streamlined operation
will certainly lead to a faster decision making process, sharper visibility on the
long-term growth of the movie business and captialising on the monetisation opportunities
available across platforms and markets.
The goal for us at ZEE is to not only be widely acknowledged for our
business acumen, but also our ability to create positive impact in the community through
our noble work. We rolled out our new Corporate Social Responsibility (CSR) Policy with
Women Empowerment, Protection and preservation of our Arts, Crafts, Culture, National
Heritage & Monuments, Disaster Relief & Recovery, Integrated Rural Development and
Initiatives to improve Public Health through food quality as the core focus areas. Like
our business, our values are extremely critical to us and significant interventions have
already been taken in each of these areas for the overall betterment of the society under
the pillar of Goodwill.
Even as we formulate our strategies for the future, ZEE 4.0 is
incomplete without its People. At the end of the day, one bets on people more than
strategies. In this new phase of ZEE, driving the business with Gusto requires us to
foster a stimulating working environment that encourages our people to ideate, collaborate
and innovate. Keeping this in mind, we unveiled a transformed team structure with strong
leaders at the helm whose collective experience and expertise will be instrumental in
achieving our set goals for the future. We also continue to build a strong employee value
proposition to attract the best talent and build an equitable workplace for all.
This is just the beginning, the best of ZEE 4.0 is yet to come. The
future belongs to us. We are on a firm footing and committed to maximizing our business
potential and delivering exceptional value to the viewers, partners and shareholders going
forward.
Business continuity in an ambiguous year
The disruption caused by Covid-19 continued to hamper lives,
livelihoods and businesses across the globe. While there did emerge a ray of sunshine as
we beat the first wave to attain a sense of normalcy, we donned the battle gear once again
to fight a more ruthless second wave of infections. Amidst this sentiment, it was
commendable to see the relentless passion and agility displayed by our teams. This enabled
us to not only maintain business continuity and deliver the best entertainment across our
platforms, but it also provided a conducive environment to explore new opportunities.
The COVID-19 pandemic continues to have a calamitous impact on the
healthcare infrastructure of the Nation as well, and we remain committed to fighting this
pandemic together. In addition to providing essential medical equipment and daily meals
for the affected families across states, we also stepped up our efforts to build and
donate a Dedicated Covid Health Centre (DCHC) to the Thane Municipal Corporation in
Maharashtra.
Amidst this, the safety and well-being of our most valuable asset, our
Human Capital continued to be a priority for the Company.
Several measures have been rolled out to support our employees and
their families affected by the pandemic. These include a Covid Home Care Support covering
various aspects of medical care including doctor consultations, diagnostic tests and
reimbursement for vaccination costs, along with a 24x7 dedicated helpline number and
ambulance support.
Out of destruction and chaos rises hope, like a phoenix from the ashes,
to soar triumphantly through the air and we are positive that the Nation will emerge out
of these grim times very soon.
GUSTO
ZEEL owes its tremendous success over the past couple of decades to the
zeal, passion, and commitment of its people. Without Gusto it would be impossible
to relentlessly pursue the ambitious goals we have set for our organisation.
With a right mix of entrepreneurial spirit, cultural diversity, and an
energising organisation culture, ZEEL has continuously strived to make it an attractive
place to work for top talent. Last year, we redesigned the organisation structure to
achieve the aspirations set in the ZEE 4.0 approach.
GOODWILL
Creating Goodwill is important in every human endeavour, but for a
business its importance cannot be overemphasised. Given the symbiotic relationship and
inextricable connections with society, a business' Goodwill determines its long term
success and value creation.
ZEEL has used its massive reach to take up social issues through its
stories and reaching out to the audiences with an aim to make a difference in their lives.
ZEEL has been at the forefront in the fight against COVID by collaborating with various
state governments across the country.
GRANULARITY
Granularity in disclosures of business outcomes is crucial to enable a
fair assessment of performance with respect to values enshrined and strategy pursued.
ZEEL has always been persistent in communicating objectives, strategy,
and progress to all its stakeholders. The Company endeavours to align with best global
practises by enhancing disclosure of business KPIs, ESG initiatives and CSR activities.
GROWTH
Growth is the driving force for any business to succeed and achieve its
objectives - from satisfying consumers' needs to delivering long-term shareholder
value.
Over the past three decades, ZEEL has delivered exemplary growth,
expanding from a single channel TV network to India's leading multi-platform content
Company. As we speak, ZEEL is increasing investments to lay the foundation for strong
growth with a focus on long-term profitability.
GOVERNANCE
Governance in essence is protecting interests of varied stakeholders of
the business with a focus on long-term value creation. Trusteeship, responsibility, and
transparency would be the cornerstones of our governance framework. ZEEL would endeavour
to imbibe these principles in every decision and action.
Over the last year, we have strengthened our Board with induction of
eminent names in the field of advertising, digital business, finance, and human resources.
The Board has designed various policies to strengthen the decision making process, manage
risks and balance interests of different stakeholders.
The Year gone by
FY21 was an unprecedented year on all counts, and it challenged us at
several levels. While we tried our best to ensure normal operations amidst the disruption
caused by the pandemic, we couldn't insulate the business from the economic slowdown.
During the year, our revenues declined by 4.9%, primarily due to a 19.9% degrowth in
advertising revenues. After a massive disruption in the first half which saw our
advertising revenues reduce by almost half, there was a sharp rebound in the later part of
the year leading to a 6.8% growth in the second half. This shows the resilience of our
business and our ability to navigate temporary setbacks created by external factors. The
subscription revenue saw a comparable growth of 5.2% during the year, primarily driven by
ZEE5. Due to the embargo on change in channel pricing imposed by the court, television
subscription revenue growth was impeded. We took measures to reduce discretionary spends
to soften the impact of revenue degrowth, however, as the competition in all the segments
we operate in remained intense, we did not reduce our investments in content. As a result,
EBITDA margin of the Company declined to 25.0% for the year. As stated in our earlier
communications, we are entering a phase of focused investments in television, digital and
movie production businesses, which will help us to strengthen our positions in each of
these verticals. Given the impact of second wave of COVID in the first quarter of FY22,
our endeavour is to strike a fine balance between growth and profitability in the current
fiscal.
During the year, our television network lost its leadership position,
both as a result of lack of original content in the first quarter, as well as weak
performance of our channels in Hindi, Marathi and Tamil markets. Our teams are working
round the clock to revamp the programming line-ups which should help us bounce back in
each of these markets. We continued to expand our broadcast portfolio with the launch of
two new channels during the year. The pandemic gave an opportunity to all emerging digital
businesses to get a wider audience sampling. Our digital offering, ZEE5, also leveraged
this opportunity to grow its user base during the year. As India's biggest producer
of digital exclusive content in the country, ZEE5 scaled up its content library, along
with enhancing the consumer experience on the platform. It also continued to expand its
presence outside India, which will help us remain relevant in markets which are
transitioning to digital. As a result of cinema halls being closed for most of the year,
plans of Zee Studios and Zee Music Company, both of which primarily depend on new movie
releases, were impacted during the year. Zee Studios launched ZeePlex, a multi-platform
pay per view offering, enabling audiences to watch latest movies from the comfort of their
homes. Zee Live also launched several digital entertainment IPs while on ground events
remained restricted. Despite the challenges faced by us during the year, it is innovations
like these that give me the confidence that we will be able to achieve the audacious goals
that we have set for ourselves in the near and long-term.
Vote of Thanks
My heart swells with pride to see the support we have received from our
teams in this unprecedented year. I would like to thank each member of our ZEE family for
their resilient spirit displayed in making ZEE a more agile and responsive institution.
This success is yours to rejoice and revel in!
I am also immensely grateful to our consumers, partners and
shareholders who walked this new path with us, as we transformed into ZEE 4.0. Our new
journey has begun and the direction is upwards, with exponential growth for the Company.
The aim is to enhance our profitability and continue to grow ahead of the industry,
capturing all the new opportunities that emerge in an ever-evolving business landscape.
With ZEE 4.0, we are predicting the future by creating it ourselves.
Because, the future belongs to those who believe in their dreams and dare to take risks.
| Yours truly, |
| Punit Goenka |
  Â
Zee Entertainment Enterprises Ltd
Company History
Zee Entertainment Enterprises Limited (Previously known as Zee Telefilms Ltd.) was incorporated in November 25th, 1982. The Company
is one of India's leading media and entertainment companies. The Company is mainly in the business of Broadcasting of Satellite Television Channels and digital media; Space Selling agent for other satellite television channels; Sale of Media Content i.e. programs, film rights, feeds, music rights, movie production and distribution.
In year 1992, the company launched their flagship television channel Zee TV. Since then, they have transformed themselves into an integrated media conglomerate with operations spanning the entire media spectrum including television programming; satellite broadcasting; production and distribution of films; music publishing, long distance education and the creation of animation software. The Company is mainly involved in the businesses of broadcasting of satellite television channels, space selling agent for other satellite television channels and sale of media content i.e. programs/film rights/feeds/music rights.
In the year 1994, Zee Records, the music-publishing arm of Zee, commenced their operations. Also, they launched Zee Education as a division of the company. The company's 100% owned subsidiary, Siticable Networks Ltd (Siticable) commenced their operations as an MSO in Delhi for cable distribution system in India.
In the year 1995, Newscorp acquired a 50% stake in Siticable Networks Ltd in an equal joint venture with the company. The company launched Zee TV in the UK / Europe. Also, they launched Zee News and Zee Cinema. In the year 1996, the company started their first cable channel in India under the name of Siti Channel. In the year 1997, they launched Zee Music (originally known as Music Asia).
In the year 1998, the company launched Zee TV in the USA. Also, they launched Zee Cine Awards. During the year 1998-99, the company obtained 'A' category license for providing Internet services in India.
During the year 1999-2000, the company acquired 50% stake in Asia Today Ltd, Siticable and Programme Asia Trading Company Ltd. They launched four regional channels under the umbrella brand of Alpha, namely Alpha Marathi, Alpha Bangla, Alpha Punjabi and Alpha Gujarato. Also, they launched two new 24-hour channels, namely Zee English and Zee Movies to enter the English language market. They launched two new channels namely Zee Bangla and Musia Asia in UK and launched Zee Gold in USA.
During the year, the education division of the company was demerged and transferred to a separate subsidiary company namely, Zee Interactive Learning Systems Ltd. In September 1999, the company acquired Zee Multimedia Worldwide Ltd and thus all the international operations including the broadcasting business of ZMWL came under the company's control.
During the year 2000-01, the company launched the Direct-to-Operator (DTO) encrypted channel bouquet comprising of Zee Cinema, four Alpha channels and two English channels. Also, they divested their stake in Buddha Films Ltd (BFL), Zee Sports Ltd (ZSL) and Zee Publishing Ltd (ZPL).
During the year 2001-02, the company produced their first big budget movie 'Gadar -Ek Prem Katha'. They formed a joint venture company 'Zee Turner Pvt Ltd' to market and distribute the pay channel bouquet consisting of 14 channels of Zee and 3 channels of Turner in the Indian sub-continent, thereby creating a formidable combination of highly popular channels. They consolidated their operations by linking their various control rooms through HFC. Master Control Rooms (MCR) was established at Hyderabad and Bangalore linking the control rooms through optic fibre, thereby ensuring improvement in the quality of signal delivery to customers.
During the year, Zee Interactive Multimedia Ltd, a company set up to provide broadband and conditional access services, merged with Siticable Network Ltd. The company acquired a controlling stake in ETC Networks Ltd, a company engaged in production, marketing and distribution of two television channels with a leading presence in Music and Punjabi language segment. With these acquisitions ETC Networks Ltd became a subsidiary of the company. Also, the company acquired a controlling stake in Padmalaya Telefilms Ltd., a company engaged in production and distribution of feature films (in Telugu and Hindi languages) and television serials. During the year 2002-03, the company hived off two of the foreign subsidiaries namely Hokushan Trading Company Ltd and Asia TV USA, Inc. Also, three wholly owned subsidiaries were merged with the company.
During the year 2003-04, the company entered into an MoU with Zee News Ltd, a company 100% owned by Indian nationals, for transfer of physical infrastructure, the editorial and other staff etc, related to production and Broadcast of News and Current Affairs programme on Zee television channels including Zee News. Dakshin Media Ltd, a wholly owned subsidiary company was amalgamated with the company. Further, the company consolidated operations of their foreign subsidiary company located at Mauritius by merging of Aisa TV (Africa) Ltd, Software Supplies (International) Ltd, Zee Telefilms International Ltd and Zee MGM Ltd with Asia Today Ltd, Mauritius. Also, another overseas subsidiary, Asia T.V. (Netherlands) Ltd, BVI had been liquidated.
During the year 2004-05, the company launched a new channel, namely Zee Sports to the meet the insatiable quest of Indian viewers to enjoy telecast of sports event in India and abroad. The company divested their stake in Padamalaya Enterprises Pvt Ltd, which was the holding company of Padamalaya Telefilms Ltd. Expand Fast Holdings Ltd, one of the overseas subsidiaries, merged with Asia Today Ltd, Mauritius (ATL). Also, ATL, the wholly owned subsidiary of Winterheath Company Ltd (WCL) merged with the holding company, WCL. After the merger, WCL changed its name to Asia Today Ltd. Also, ATL acquired 100% stake in Pan Asia Infrastructure Ltd, a Mauritius based company, engaged in the business of broadcast of television channel in Middle East in South Asian language and development of media city in Dubai. During the year 2005-06, Siti Cable Network Ltd, a wholly owned subsidiary of the company acquired entire shares in Indian Cable Net Company Ltd.
During the year 2006-07, the company completed the process of de-merger of their News, Cable and Direct Consumer Services business undertakings. Respective resultant entities namely, Zee News Ltd (ZNL) for news business, Wire & Wireless (India) Ltd (WWIL) for cable business and Dish TV India Ltd (formerly known as ASC Enterprises Ltd) (Dish TV). Consequent to demerger of Cable and DCS Business Undertakings of the company, the subsidiaries of the company pertaining to the said business undertakings, namely, Siti Cable Network Ltd, Central Bombay Cable Networks Pvt Ltd, Integrated Subscribers Management Services Ltd, New Era Entertainment Network Ltd, Siti Cable Broadband South Ltd and Indian Cable Net Company Ltd ceased to be subsidiaries of the company.
The company exited from their investment in 25 FPS Media Pvt. Ltd (25 FPS) and consequently 25 FPS ceased to be a subsidiary with effect from July 24, 2006. In November 2006, Zee Sports International Ltd, Mauritius, acquired 50% stake with majority representation in the board in Taj TV Ltd, Mauritius, which owns 'Ten Sports' channel. Also, the company acquired 50% stake with majority representation in the Board in Taj Television India Pvt Ltd, Mumbai, which is the distribution arm of Ten Sports in India. The name of the company was changed from Zee Telefilms Ltd to Zee Entertainment Enterprises Ltd with effect from January 10, 2007.
During the year 2007-08, pursuant to a scheme of amalgamation, ETC Networks Ltd, a listed subsidiary of the company, merged with Zee Interactive Learning Systems Ltd. The merged entity was subsequently renamed as ETC Networks Ltd. Asia Today Ltd., Mauritius, a wholly owned overseas subsidiary of the company acquired entire equity stake in APAC Media Ventures Ltd, a company registered in Hong Kong, effective October 30, 2007, for the purpose of its broadcasting foray in the Asia Pacific Region.
During the year 2008-09, Asia Today Ltd., Mauritius, a wholly owned overseas subsidiary of the company, acquired the balance 40% equity stake in Asia Business Broadcasting (Mauritius) Ltd, a company registered in Mauritius and divested their entire 100% holding in Pan Asia Infrastructure Ltd, Mauritius. Additionally with a view to comply with the regulatory requirements for Russian Broadcasting Operations, Asia TV Ltd, UK, an overseas subsidiary created/acquired an indirect subsidiary called 'OOO Zee CIS Holdings Ltd' in Russia.
During the year, the company ventured into the film production and distribution business, with launch of two labels, namely Zee Motion Pictures and Zee Limelight for mainstream and niche films, respectively. For that the purpose, they acquired/created direct/indirect subsidiaries namely, ZES Holdings Ltd, Mauritius, Zee Entertainment Studios Ltd, British Virgin Islands, ZES Mauritius Ltd, Mauritius, ZES International Ltd, United Kingdom and Zee Motion Pictures Pvt Ltd., India.
During the year 2009-10, as per the scheme of arrangement, the company demerged the Regional General Entertainment Channel Business Undertaking (comprising of Zee Marathi, Zee Bangle, Zee Talkies, Zee Telugu, Zee Cinemaalu and Zee Kannada television channels) of Zee News Ltd (ZNL) vesting with the company on the appointed date, January 1, 2010. The scheme became effective from March 29, 2010. Also, ETC Networks Ltd (ETC), a listed subsidiary of the company merged with the company with effect from appointed date, March 31, 2010. Upon such merger, the Education Business Undertaking of the company was demerged from the company and transferred to Zee Learn Ltd on the appointed date, April 1, 2010. Also, the 9X Channel Business Undertaking of INX Media Pvt Ltd (now known as 9X Media Private Ltd) was demerged and transferred to the company. During the year, ETC Networks Ltd (ETC), the listed subsidiary of the company acquired the entire shareholding in Cornershop Entertainment Company Pvt. Ltd which in turn held 100% stake in Cornershop Animation Pvt Ltd, Digital Media Convergence Ltd and Re-Med Services Pvt Ltd. Subsequently, these subsidiaries amalgamated with ETC from the appointed date January 1, 2010 in pursuance of a scheme of amalgamation which became effective on April 29, 2010. Asia TV Ltd, United Kingdom, one of the overseas subsidiary along with its subsidiary OOO Zee CIS Holding Ltd, Russia jointly acquired 100% stake in OOO Zee CIS Ltd, a broadcasting operating company in Russia.
During the year 2010-11, the company dissolved ZES International Ltd, UK, a wholly owned subsidiary of ZES Entertainment Studios Ltd, BVI and Zee Sports Americas Ltd, Mauritius with effect from June 29, 2010 and June 9, 2011. Asia Business Broadcasting (Mauritius) Ltd, Mauritius was amalgamated with its holding company Asia Today Ltd, Mauritius. Also, Zee Entertainment Studios Ltd, BVI and ZES Mauritius Ltd, Mauritius amalgamated with their holding company ZES Holdings Ltd, Mauritius with effect from March 31, 2011 and March 18, 2011 respectively. Also, ZES Mauritius Ltd, Mauritius divested their entire stake in the Indian subsidiary, Zee Motion Pictures Pvt Ltd.
During the year, the joint ventures of the company in digital distribution viz. ITM Digital Pvt Ltd, and in India branded Entertainment Portal viz. India Webportal Pvt Ltd commenced their operations.
The company has in-principle approved the acquisition of the balance shareholding of 5% in Taj TV Ltd., Mauritius (Taj) by Zee Sports International Ltd, Mauritius (ZSIL), thus making Taj a wholly owned subsidiary of ZSIL and the amalgamation of ZSIL with their holding company Asia Today Ltd, Mauritius.
In 2012, the Company introduces new Bangla movie channel. In 2013, the Board approved a Scheme of Arrangement between the Company and Diligent Media Corporation (DMCL) for demerger of media business undertaking from DMCL and vesting into the company. In 2014, the company has sought RBI approval for FII Investment upto 100% in the Company. In 2015, the company launched its entertainment channel Zee Hiburan in Indonesia. The company also entered into food and lifestyle segment category by introducing its new entertainment channel Living Food.
As at 31 March 2014, the Company had 19 subsidiaries in India and Overseas. During the year under review the Company expanded its international operations by (i) forming a wholly owned subsidiary of Asia Today Limited, Mauritius (ATL) in Dubai in the name of ATL Media FZ LLC; (ii) establishing a representative Office of ATL in Jakarta, Indonesia; and (iii) initiating the process for creating a joint venture in Thailand to facilitate launch of a general entertainment television channel in Thai language. In addition, through its international subsidiaries, your Company has entered into joint ventures with Voddler Group AG, Sweden - to develop Video-on-demand service technology; and MirriAd, United Kingdom to develop and facilitate in-programme product placement technology in various television programmes.
During the year 2014, the channel launched various new successful shows in different genres. Jodha Akbar, a period drama launched during the year received tremendous success and is the No.2 show in Hindi GEC space. India's Best Dramebaaz was a completely new format launched for the first time on Indian TV by Zee TV.
During the year 2014, popular movies like Chennai Express, Race2, ABCD, Ramaiya Vastavaiya, Besharam, Zanjeer, Phata Poster Nikala Hero were premiered on Zee Cinema. Premier of Hindi feature film Chennai Express on Zee TV was the highest rated premiere in the history of Indian TV with reach of 52 million in HSM CS 4+.
During the year 2014, the channels showcased popular international shows and live mega events like Miss World 2013, Critics Choice Movie Awards 2013 etc. Zing, the music and lifestyle offering of the Company, showcases popular Bollywood oriented properties. The content on Zing revolves around the world of music, lifestyle, movies and celebrities.
During the year 2014, the Company undertook various initiatives to strengthen its dominance in international markets by entering into deals with new platform operators as well as launching new channels in some of the geographies. In line with this expansion strategy, the Company launched Zee Film Hindi, Zee Lamhe and Zee Bioskop in various geographies.
The Board of Directors of Zee Entertainment Enterprises at its meeting held on 15 July 2015 approved in-principle, the acquisition of 100% equity stake in Sarthak Entertainment Private Limited, an entity which owns and operates Sarthak TV, a leading Odiya language general entertainment channel. The said acquisition shall be from current shareholders of Sarthak Entertainment Private Limited, subject to requisite regulatory approvals, as an all-cash deal at a consideration of maximum of Rs 115 crore, including Rs 15 crore payable in FY 2017 and 2018, linked to certain performance milestones of the channel. With this acquisition, Zee has entered the rapidly expanding regional market in Odisha. Sarthak TV, the number 1 player in the entertainment space in Odisha would complement Zee's strong regional bouquet of channels viz. Zee Marathi, Zee Talkies, Zee Bangla, Zee Bangla Cinema, Zee Telugu, Zee Kannada and Zee Tamizh. Launched in 2010, Sarthak TV leads the Odia GEC pecking order. The channel has been successful in creating high quality content catering to the needs of local audience. It airs highly successful reality and non-fiction shows besides being the market leader in the fiction segment.
During FY15, Zee Studio, in its continued effort to entertain its audience launched its new ideology, 'See it All' and showcased premiere movies like Mission Impossible, Ghost Protocol, Avengers, Megamind etc. These English channels continued to strengthen the network subscription bouquet.
The Board of Directors of Zee Entertainment Enterprises at its meeting held on 14 October 2015 approved write-off of an investment of GBP 3.25 million (equivalent to Rs 33.06 crore) made by Asia Today Limited, a wholly owned overseas subsidiary of the company, in 2013 for acquiring minority stake in MirriAD Ltd., UK. This write-off was on account of continuing losses and consequent capital reduction/restructuring in MirriAD Ltd., UK.
During the year 2015-16, effective September 1, 2015 the Registered and Corporate Office of the Company was shifted to a landmark building called Marathon Futurex' situated in Lower Parel, Mumbai which has lavish interiors, sprawling workspaces, the Sky Gardens, restaurants, etc.
The Board of Directors of Zee Entertainment Enterprises at its meeting held on 15 January 2016 approved in-principle, a proposal for induction of a strategic investor in India Webportal Pvt Ltd (IWPL), a 51% subsidiary of the company, whereby IWPL shall issue Convertible Preference Shares to the said investor, which may result in potential dilution of company's shareholding in IWPL to below 51%. The Board also approved redemption of 2.22 crore 6% Non-Cumulative Redeemable Preference Shares of Re. 1 each (Unlisted Preference Shares) issued by Zee in pursuance of a Scheme of Arrangement in September 2014.
The Company launched 3 channels and decided to take 2 channels off-air. Zee Yuva, launched in August 2016, is a youth focused Marathi channel that caters to contemporary audiences and will help the Company consolidate its leadership position in the language. Zee Anmol Cinema, launched in September 2016, builds on the leadership of hindi movie cluster by adding an FTA property. The channel will allow consumers to sample premium content and graduate to a paid model over a period. Zee Cinemalu, was launched in September 2016 for the movie loving Telugu audience. The channel leverages a library of over 500 titles across genres to cater to the preferences of a diverse set of audiences. Considering the viewer preference for content on Zindagi and ZeeQ, the Company decided to shut down linear feed of these channels. The content of these two channels is available on Company's online platform.
The Board of Directors of Zee Entertainment Enterprises at its meeting held on 14 March 2016 approved in-principle an acquisition of 100% equity stake in Fly By Wire International Private Limited, Bangalore (FBW). The acquisition shall be an all-cash deal. In addition to the consideration of Rs 2.75 crore payable for the entire stake in FBW, Zee will also take over outstanding bank loan of Rs 58.50 crore of FBW. Initially, Zee will acquire 49% stake in FBW and the balance 51% stake within 5 days of receipt of approval from the Ministry of Civil Aviation. FBW provides aircraft charter services under a NSOP license obtained from the Director General of Civil Aviation (DCGA) and owns/operates one Bombardier Challenger 605 aircraft. Zee has been chartering this aircraft from FBW on an exclusive basis and the decision to acquire FBW was taken by the management with a view to save on increasing aircraft charting costs.
On 23 November 2016, the Board of Directors of Zee Entertainment Enterprises approved the acquisition of the General Entertainment Broadcasting Business Undertaking of Reliance Big Broadcasting Private Limited, Big Magic Limited & Azalia Broadcast Private Limited, all part of Anil Ambani led Reliance Group Entities, through a scheme of demerger and execution of definitive agreements in relation to such proposed acquisition. The TV broadcasting business of Reliance Group Entities comprises two operational general entertainment channels BIG Magic and BIG Ganga and 4 other TV licenses. BIG Magic is a comedy channel catering to Hindi speaking markets. BIG Ganga is a leading Bhojpuri entertainment channel catering to audiences in Bihar, Jharkhand and Purvanchal. The channels are available on all major MSOs and DTH operators. The General Entertainment TV Broadcasting business undertaking along with its assets, liabilities, licenses, trademarks etc. shall get demerged from BIG Magic Ltd, Reliance Big Broadcasting Private Ltd and Azalia Broadcast Private Ltd into Zee Entertainment Enterprises through a court approved scheme. The consideration payable by Zee for the proposed acquisition shall be by way of taking over of debt of the demerged undertakings aggregating approximately to Rs 295 crore and issue of unlisted preference shares aggregating to Rs 3.95 crore to the shareholders of transferor companies.
The Board of Directors of Zee Entertainment Enterprises at its meeting held on 15 March 2017 approved the acquisition of 80% stake in technology start-up Margo Networks Pvt Ltd for a consideration of Rs 75 crore taking into consideration the strong synergies of the technology developed by Margo with the current business of Zee. Margo 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. Since Margo is in the first year of its operations, the details relating to its size, turnover etc. are not available.
During the year 2017, as part of Sale of Sport Business the 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. Additionally the Company acquired 49% equity stake in Fly-By-Wire International Private Limited, a company engaged in providing Aircraft Charter Services and owns an aircraft.
The Board of Directors of Zee Entertainment Enterprises at its meeting held on 8 June 2017 approved the acquisition of the entire remaining 49% stake in India Webportal Pvt Ltd (IWPL) from the existing shareholders for USD 30.7 million (equivalent to Rs 200 crore) and 12.5% stake on fully diluted basis in Tagos Design Innovations Pvt Ltd., Bangalore for USD 2.5 million (equivalent to Rs 16.15 crore). IWPL is engaged in the business of media content management including digitization, content aggregation, conversion, creation, distribution through webportals, communication facilities and providing digital infrastructure, application, facilities etc. IWPL distributes media contents on digital platform through various websites including India.com, Bollywoodlife.com, Cricketcountry.com, Thehealthsite.com, BGR.in and Oncars.in. IWPL reported loss before tax of Rs 13.79 crore on total income of Rs 64.72 crore for FY 2017.
Tagos Design Innovations Pvt Ltd., Bangalore is a technology start-up, which has developed an in-video discovery platform. The in-video discovery platform developed by Tagos in synergy with Zee's OTT business has potential to scale up revenue of Zee's OTT business. In line with the intent to expand digital platforms for the media content, Zee has been investing in technology, which has the potential to supplement and scale-up digital business of the company.
The Board of Directors of Zee Entertainment Enterprises at its meeting held on 24 July 2017 approved a proposal for restructuring of businesses of certain domestic wholly own subsidiaries of the company. The scheme involves consolidation of digital media business done through various subsidiaries of the company into the parent company for deriving business synergies. The amalgamation of Sarthak Entertainment with Zee Entertainment Enterprises will bring the business of broadcasting of Odiya language general entertainment channel Sarthak TV directly under Zee's fold.
On 18 September 2017, Zee Entertainment Enterprises and Sony Pictures India Private Ltd mutually concluded closure of the transaction for Zee's sports broadcasting business to Sony Pictures India Private Ltd and its affiliates (SPN) after payment of consideration of USD 36.32 million to Zee from SPNI. Zee said in a statement that certain conditions precedent for the closures of the second phase of the transaction were taking time and hence both the companies mutually concluded the closure of the transaction. Earlier, on 28 February 2017, Zee had announced the closure of the first phase of the transaction following payment of part consideration of USD 330 million to Zee from SPNI out of total consideration of USD 385 million. On 31 August 2016, the Board of Directors of Zee Entertainment Enterprises (ZEE) approved the sale and transfer of the sports broadcasting business of the company, including TEN brands of television channels, to SPN at an aggregate all-cash consideration of USD 385 million.
As on March 31, 2018, the Company had 29 Subsidiaries, 2 associates and 1 joint venture Company.
On 16 March 2018, Zee Entertainment Enterprises announced that the company has terminated the transaction for the proposed acquisition of 100% equity stake in 2 Media entities viz. 9X Media Private Limited and INX Music Private Limited (9X entities) due to non-completion of certain material conditions precedent. Earlier, on 6 October 2017, Zee had announced that it had entered into a definite agreement to acquire 9X Media Private Limited and its subsidiaries from Rivendell PE LLC (earlier known as New Silk Route) and other shareholders for an all cash consideration of Rs 160 crore. 9X Media, along with its subsidiaries, operates a bouquet of six music channels viz. 9XM (Latest Bollywood), 9X Jalwa (Evergreen Hindi), 9X Jhakaas (Marathi), 9X Tashan (Punjabi), 9XO (English) and 9X Bajao (Hindi Classics). 9X Media's bouquets of channels have established strong viewership on the back of the unique brand identify created over the years.During the year 2018, the Company acquired the General Entertainment Broadcasting business of Reliance ADAG group housed under Reliance Big Broadcasting Pvt Ltd, Big Magic Limited and Azalia Broadcast Private Limited, in pursuance of a Composite Scheme of Arrangement approved by the Mumbai Bench of Hon'ble National Company Law Tribunal vide order passed on July 13, 2017. The said Scheme interalia provided for Demerger of 6 Television Channels of Reliance ADAG group companies' viz. Big Magic (Hindi GEC in Comedy genre), Big Ganga (Regional Channel in Bhojpuri language), Big Magic Punjab (Regional channel in Hindi), Big Magic HD, Big Gaurav and Big Thrill vesting with the Company with effect from Appointed Date of March 31, 2017. This acquisition enabled the Company to expand its portfolio of Channels into newer genres; and consolidated certain businesses carried on by some of the Domestic Subsidiaries in pursuance of a Composite Scheme of Arrangement and Amalgamation for (a) Demerger of Demerged Undertakings of Zee Digital Convergence Limited, India Webportal Pvt. Ltd and Zee Unimedia Limited vesting with the Company; and (b) Amalgamation of Sarthak Entertainment Pvt Ltd with the Company, with effect from Appointed Date of April 1, 2017. The said Composite Scheme of Arrangement and Amalgamation was approved by the Mumbai bench of Hon'ble National Company Law Tribunal vide order passed on April 11, 2018 and became effective on and from May 3, 2018.
In November 2018, Company's Promoters had issued a Press release conveying their intent to sell/divest up to 50% of their stake in the
Company to a strategic partner. While the process of identifying strategic partner by the Promoters is on, the Promoters had in the interim sold 3.42% equity stake resulting in reduction of Promoters shareholding in the Company from 41.62% to 38.20% as at March 31, 2019. Consequent to further sale of shares held by Promoters after closure of the financial year, the Promoters presently hold 36.70% stake in the Company.
During year 2019, Company sold 16.92% Equity stake in Aplab Ltd, an Associate entity, thereby reducing its stake from 26.42% to 9.50%, consequent to which Aplab Ltd ceased to be an Associate of the Company as at March 31, 2019. In terms of the Share Purchase Agreement executed by the Company for acquiring balance 26% equity stake in Zee Turner Limited (a 74% subsidiary) held by Turner International Pvt Ltd, the said subsidiary, changed its name from Zee Turner Limited to Zee Network Distribution Limited w.e.f December 24, 2018;
During the year 2020, Company released 14 movies and received a fair share of success. Zee Music Company expanded its music library through acquisition of music titles across languages. It also launched ZEE5 in international markets of Europe, UK and Canada.
During the year 2021, Zee TV USA. Inc, an overseas subsidiary of the Company was dissolved with effect from May 1, 2020. Zee Technologies (Guangzhou) Limited, an overseas subsidiary of the Company was dissolved with effect from December 9, 2020. 49% equity stake in Fly-By-Wire International Private Limited, subsidiary of the Company was sold with effect from July 31, 2020.
The Company sold 100% equity stake in its four wholly owned subsidiaries namely Zee Unimedia Limited, Zee Digital Convergence Limited, India Webportal Private Limited and Zee Network Distribution Limited to another wholly owned subsidiary Company namely Zee Studios Limited (earlier known as Essel Vision Productions Limited). Accordingly, Zee Unimedia Limited, Zee Digital Convergence Limited, India Webportal Private Limited ceased to be direct wholly owned subsidiaries of the Company and became step-down subsidiaries of the Company with effect from September 30, 2020. Likewise, Zee Network Distribution Limited ceased to be direct wholly owned subsidiary of the Company and became stepdown subsidiary of the Company with effect from October 22, 2020.
The Company has acquired film production and distribution business as a going concern, on a slump sale basis from Zee Studios Limited (formerly known as Essel Vision Productions Limited), a wholly owned subsidiary of the Company, for a cash consideration of Rs.2695 million and on such terms and conditions as contained in the Business Transfer Agreement (BTA) with effect from close of the business hours on February 28, 2021.
During the year 2021, the Company launched 2 new channels, Zee Vajwa (Marathi music) and Zee Zest (Lifestyle) with the widest language footprint in the Domestic Broadcast Business. Zee Anmol was relaunched on the DD FreeDish platform in June 2020. Zee Music Company, expanded its music catalogue across languages and maintained position as the second subscribed music channel on YouTube. Zee Live, the live entertainment vertical, launched digital entertainment IPs across various entertainment genres.
During the year 2021-22, 3 stepdown subsidiaries of the Company namely Zee Digital Convergence Limited, India Webportal Private Limited and Zee Network Distribution Limited merged with another wholly owned subsidiary Company namely Zee Studios Limited
(earlier known as Essel Vision Productions Limited) with effect from 22nd November 2021. Digital Publishing Business Division of the Company was transferred to Indiadotcom Digital Private Limited (formerly known as Rapidcube Technologies Private Limited) through a Business Transfer Agreement. The entire stake in Fly-By-Wire International Private Limited (FBW), subsidiary of the Company was sold by the Company on 18th August 2021. Accordingly, FBW ceased to be a subsidiary of the Company with effect from 18th August 2021. Similarly, entire stake in Idea Shop Web and Media Private Limited (ISWM), stepdown subsidiary of the Company was sold by Zee
Studios Limited, a wholly owned subsidiary of the Company on 31st January 2022. Accordingly, ISWM ceased to be a stepdown
subsidiary of the Company with effect from 31st January 2022.
In 2021-22, the Company launched ZEE5 in the U.S. with high quality original series across 4 languages in June 2021. It launched a new English Channel in South Africa - ZEE ONE on a new DTH platform called OVHD.
Zee Entertainment Enterprises Ltd
Directors Reports
To the Members,
The Board of Directors are pleased to present the 41st
Annual Report of the Company along with the audited financial statements (standalone and
consolidated) for the financial year ended 31st March 2023.
1. FINANCIAL RESULTS
The financial performance of your Company for the financial year ended
31st March 2023 is summarised below:
|
Standalone Year
Ended |
Consolidated Year
Ended |
Particulars |
31st March 2023 |
31M March 2022 |
31st March 2023 |
31st March 2022 |
Revenue from Operations |
74,219 |
75,111 |
80,879 |
81,857 |
Other Income |
2,732 |
1,193 |
797 |
1,201 |
Total Income |
76,951 |
76,304 |
81,676 |
83,058 |
Total Expenses |
66,753 |
57,163 |
73,639 |
66,741 |
Share of Associates / Joint
Ventures |
|
|
(1) |
1 |
Exceptional Items |
6,668 |
1,271 |
3,355 |
1,333 |
Profit Before Tax |
3,530 |
17,870 |
4,681 |
14,985 |
Provision for Taxation (net) |
1,891 |
4,481 |
2,167 |
4,447 |
Profit after Tax from
continuing operations |
1,639 |
13,389 |
2,514 |
10,538 |
Loss from discontinuing
operations |
- |
- |
(2,036) |
(980) |
Profit after Tax from
continuing and discontinuing operations |
1,639 |
13,389 |
478 |
9,558 |
During the year under review, there was no change in the nature of
business of the Company and 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 Zee Entertainment Enterprises Limited (‘the Company5
or‘ZEE5).
2. CONSOLIDATED FINANCIAL STATEMENT
In accordance with the provisions of the Companies Act, 2013
(‘Act'), Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (‘Listing Regulations') and
applicable Accounting Standards, the consolidated audited financial statements of the
Company for the financial year 2022-23 together with the Auditors' Report forms part
of this Annual Report.
3. DIVIDEND
With a view to conserve the resources for future business requirements,
your Directors were of the view that the current year's profit be ploughed back into
the operations and hence no dividend has been recommended for the year under review.
Dividend Distribution Policy of the Company is available on the
Company's website at https://assets.zee.com/wp-content/ up load s/2020/09/Divid
end-Distribution-Policy.pdf.
The closing balance of the retained earnings of the Company for the
financial year 2022-23, after all appropriations and adjustments was Rs.70,648 million.
4. BUSINESS OVERVIEW
FY23 was a challenging year for media and entertainment industry given
slowdown in Ad spending, pressure on subscription revenues due to delay in NTO
implementation and weak content performance of Bollywood. As per FICCI EY report, the
Television advertising grew 2% in 2022 to Rs.312 billion, almost equalling its
pre-COVID-19 levels and Subscription revenue continued to fall for the third year in a row
due to reduction in pay TV homes.
During the year under review, Your Company's revenue declined by
1%. Advertising revenues declined by 7.7% to Rs.40,579 million, led by weak Ad spending by
brands in an inflationary environment caused by challenging macroeconomic factors like
high input cost, geopolitical risk and disrupted global supply chain. Ad revenues were
also adversely impacted by Zee Anmol's withdrawal from DD Free Dish. Subscription
revenues increased by 2.7% YoY to Rs.33,355 million due to growth in ZEE5 and Music,
partially offset by decline in linear TV subscription. The NTO 3.0 was implemented on 1st
February and had its initial implementation challenges, however, we are optimistic about
this paving way for positive growth in subscription revenue in the industry and for the
Company. Relatively subpar movie content performance has also impacted theatrical
revenues. This challenging operating environment has adversely impacted your
Company's performance during the year.
In domestic broadcasting business, your Company continued to be amongst
India's robust and leading TV entertainment networks and had a good year in terms of
linear viewers hip gains in most of our key frontline GEC channels. The decrease in
network share from 17.0%in FY22 to 16.8% this year is due to Zee Anmol's exit from
Free Dish,
a strategic decision across key broadcasters to fuel Pay TV growth.
Your Company gained viewership share in FY23 over FY22 in Zee TV, Zee Tamil, Zee Telugu,
Zee Kannada, Zee Bangla, Zee Odia, Zee Punjabi and Zee Keralam.
In International broadcasting business the portfolio consists of over
40+ dedicated channels and over 70+ pass-through channels that covers over 120+ countries,
your company's international business has adopted Indian content across the world.
The content produced by the parent network in India is broadcast overseas, and your
company is the first media and entertainment company to achieve this.
On the Digital business ZEE5 has grown exponentially with focused
investments in creativity and innovation, strategically strengthening its presence across
India, offering enhanced viewing experiences, and delivering increased value to our
viewers. As a result, ZEE5 is one among the top-rated OTT platform apps, both on iOS and
Android Play Store. Our original content is being well received, ZEE5 app user experience
has significantly improved and healthy growth in revenue continues.
ZEE5 Global closed FY23 as the #1 South Asian platform across all
international markets, with a decisive lead in major markets like the US, Europe, Middle
East and key APAC markets.
Zee Studios, your company's movie production, marketing, and
distribution business, has released over 30 movies and web-series in FY23, in theatres and
on streaming platforms, making it the largest number of content pieces released by a
single company in India in the said fiscal, and these included various commercial
successes across different language categories, such as Mrs. Chatterjee vs Norway (Hindi),
Qismat II (Punjabi), Thunivu (Tamil), Dharmaveer (Marathi), Vedha (Kannada), Dharavi Bank
(Hindi series, streaming on MX Player), Lost (Hindi, streaming on ZEE5). Zee Studios is
also wining global spotlight with premiers of its films curated especially for global
cinema audiences at leading global festivals.
Zee Music Company (ZMC), your company's music publishing label
business is the 2nd largest music label with more than ~134 million subscribers
on YouTube in India. Having acquired an expansive catalogue of music rights across
languages, it earned the status of ‘second-most listened to' Indian music label
in a short period of time. Its catalogue now consists of over 12,000+ songs across over
20+ languages.
And also the Company has identified that acquisition of sports
broadcasting rights is a strategic focus area and accordingly acquired global media rights
of the UAE based International League ILT20. The Company has also entered into an
agreement with Star India Private Limited for acquiring license of the exclusive
television broadcasting rights of the International Cricket Council's (ICC)
Men's and Under-19 global events for a period of four years (2024-2027). This
acquisition is subject to certain conditions precedent including submission of financial
commitments, guarantees and ICC approval forsub-licensing to the Company and which are
pending. 5
5. CHANGES IN CAPITAL STRUCTURE
During the year under review, the Company has issued and allotted 3,705
Equity Shares of Rs.1/- each upon exercise of stock options granted under the
Company's ESOP Scheme.
Consequent to the issuance of equity shares under ESOP Scheme, the
Paid-up Share Capital of the Company as on 31st March 2023 stood at
^960,519,420 comprising of 960,519,420 equity shares of T1 each.
As on 31st March 2023, promoters' shareholding in the
Company was 3.99%.
6. CREDIT RATING
Brickwork Ratings India Private Limited revised the rating assigned to
the Company as the issuer of the Listed Bonus Preference Shares to ‘BWR A-'
stable/downgrade & resolved from ‘BWR A' Credit Watch with Negative
Implications and simultaneously withdrawn the same on account of full redemption of the
said Bonus Preference Shares.
7. SUBSIDIARIES, ASSOCIATES & JOINT VENTURES
As on 31st March 2023, your Company had 19 (nineteen)
subsidiaries comprising of 3 (three) domestic direct/stepdown subsidiaries and 15
(fifteen) overseas direct/stepdown subsidiaries and 1 (one) Joint Venture Company.
During the year under review:
Pantheon Productions Limited, an overseas step-down subsidiary company
of the Company was dissolved with effect from 23rd September 2022;
Zee Studios International Limited, an overseas step-down subsidiary
company of the Company was dissolved with effect from 23rd September 2022; and
25% stake held by the Company in Asia Today Thailand Limited, an
associate company of the Company was sold by the Company on 21st December 2022.
Accordingly, Asia Today Thailand Limited ceased to be an Associate Company of the Company
with effect from 21st December 2022.
Subsequent to closure of financial year:
Expand Fast Holdings (Singapore) Pte Limited, an overseas step- down
subsidiary company of the Company was struck off with effect from 4th September
2023; and
Zee UK Max Limited, an overseas wholly-owned step-down subsidiary
company of the Company has been incorporated in UK on 28th September 2023.
Entire stake in Zingool Unmedia Limited (formerly known as Zee Unimedia
Limited), step-down subsidiary company of the Company (‘ZUL') was sold by Zee
Studios Limited, wholly-owned subsidiary of the Company on 17th August 2023.
Hence, ZUL ceased to be a stepdown subsidiary of the Company with effect from 17th
August 2023.
Apart from the above, there was no change in the number of Subsidiary/
Associate/ Joint Venture of the Company either byway of acquisition or divestment or
otherwise during the year under review.
Your Company is in compliance with the FEMA regulations with respect to
downstream investments.
In accordance with the provisions of Regulation 16(1 )(C) of the
Listing Regulations pertaining to the threshold for determining Material Subsidiary of the
Company, there was no Material Subsidiary of the Company during the financial year
2022-23.
The policy for determining material subsidiaries of the Company is
available on the website of the Company at https://assets.zee.com/ wp-co nte nt/u p lo a
ds/2 02 0/0 9/Policy-on-mate rial-subsidiary.pdf
In compliance with Section 129 of the Act, a statement containing the
salient features ofthe financial statements of all subsidiaries, associate and joint
venture companies of the Company in the prescribed Form AOC-1 forms part of this Annual
Report as Annexure A.
In accordance with Section 136 of the Act, the Audited Financial
Statements including the Consolidated Financial Statements and related information of the
Company and the financial statements of each of the subsidiary companies are available on
the website of the Company at https://www.zee.com/investors/investor-financials/
8. COMPOSITE SCHEME OF ARRANGEMENT
The Board of Directors of the Company at its Board Meeting held on 21st
December 2021 had considered and approved (subject to requisite approvals/consents) the
Scheme of Arrangement under Sections 230 to 232 and other applicable provisions of the Act
amongstthe Company, Bangla Entertainment Private Limited (‘BEPL') and Culver Max
Entertainment Private Limited (formerly known as Sony Pictures Networks India Private
Limited) (‘CMEPL') and their respective shareholders and creditors
(‘Scheme'). The Scheme provides for, inter alia, the merger of the
Company and BEPL into CMEPL; the consequent issue of equity shares of CMEPL to the
shareholders of the Company and BEPL, in accordance with Sections 230 to 232 ofthe Act;
dissolution without winding up of the Company and BEPL; appointment of Mr. Punit Goenka,
Managing Director & Chief Executive Officer of CMEPL on the terms set out in the
Scheme; and amendment of the Articles of Association of CMEPL. The Scheme is
sanctioned/approved by:
The BSE Limited and the National Stock Exchange of India Limited vide
their observation letters dated 29th July 2022;
The Competition Commission of India vide its letter dated 4th October
2022;
Shareholders of the Company at the meeting held on 14th
October 2022 convened underthe directions ofthe National Company Law Tribunal, Mumbai
Bench (‘NCLT');
The Official Liquidator byway of report dated 3 rd January
2023 on the Scheme, inter alia, stating that the affairs ofthe Company have been
conducted in a proper manner and raising no objections to the Scheme;
The Regional Director, Western Region, Ministry of Corporate Affairs,
byway of report dated 10th January 2023, inter alia, stating that he did
not have any objections to the Scheme; and
On the basis of the above no-objections and approvals, the NCLT by
order dated 10th August 2023 sanctioned the Scheme.
The Company is in the process of making an application with the
Ministry of Information and Broadcasting for transfer of the licenses relating to the
up-linking and down-linking of television channels obtained by the Company to CMEPL,
pursuant to the Scheme.
The Scheme shall become effective upon fulfilment of all the conditions
precedents mentioned in the Scheme.
The Scheme is in the interest ofthe shareholders, creditors, and all
other stakeholders of the Company, CMEPL and BEPLand the public at large.
9. EMPLOYEE STOCK OPTION SCHEME
An aggregate of 3,705 Stock Options granted by the Company in pursuance
of ZEE ESOP Scheme 2009 to Mr. Punit Misra, President - Content and International Markets,
were outstanding as on 1st April 2022. Upon exercise of vested Stock Options by
Mr. Misra, 3,705 Equity Shares were issued and allotted to him during FY 2022-23 and no
unvested Stock Option was outstanding since then.
Requisite disclosures as required under Regulation 14 of Securities and
Exchange Board of India (Share-Based Employee Benefits and Sweat Equity) Regulations, 2021
is annexed to this Annual Report as Annexure B. The Secretarial Auditors of the Company
M/s. Vinod Kothari & Co., Company Secretaries (Firm Registration No. P1996WB042300)
have certified that the Company's Employee Stock Option Scheme has been implemented
in accordance with the Securities and Exchange Board of India (Share-Based Employee
Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the
shareholders.
Further, during the period under review, as a part of conditions
precedent as per the Merger Cooperation Agreement amongst the Company, BEPL and CMEPL, the
Board of Directors, in their meeting held on 11th November 2022, approved the
termination of ZEEL ESOP Scheme 2009 with immediate effect.
10. CORPORATE SOCIAL RESPONSIBILITY
During the year under review, total CSR obligation of the Company was
^37,47,28,441 as per Section 135 of the Act.
The Company had contributed an aggregate of Rs.37,47,28,441 towards
various CSR Projects detailed in the Annual Report on CSR annexed to this report which
includes Rs.11,90,65,303, allocated for the ongoing projects and transferred to ‘the
Unspent CSR Account for FY 2022-23' of the Company on 27th April 2023 as
per provision ofthe Act and the Companies (Corporate Social Responsibility Policy) Rules,
2014 (‘CSR Rules') as amended from time to time.
In compliance with the provisions of Section 135 of the Act and CSR
Rules as amended from time to time, Annual Report on CSR activities for the financial year
ended 31st March 2023 is annexed to this Annual Report as Annexure C.
11. CORPORATE GOVERNANCE AND POLICIES
In order to maximise shareholders' value on a sustainable basis,
your Company has been constantly reassessing and benchmarking itself with well-established
Corporate Governance practices besides strictly complying with the requirements of Listing
Regulations, applicable provisions ofthe Act and applicable Secretarial Standards issued
by the Institute of Company Secretaries of India (‘ICSI').
In terms of Schedule V of the Listing Regulations, a detailed report on
Corporate Governance along with Compliance Certificate issued by M/s. Vinod Kothari &
Co., Company Secretaries (Firm Registration No. P1996WB042300), Secretarial Auditors of
the Company forms part of this Annual Report. Management Discussion and Analysis Report as
per Listing Regulations is presented in a separate section forming part ofthisAnnual
Report.
In compliance with the requirements of the Act and the Listing
Regulations, your Board had approved various Policies including Code of Conduct for
Directors and Senior Management, Policy for Determining Material Subsidiary, Document
Preservation Policy, Policy for Determination of Materiality of Events and Information,
Fair Disclosure Policy, CSR Policy, Whistle-Blower & Vigil Mechanism Policy, Policy on
Dealing with Materiality of Related Party Transaction, Nomination and Remuneration Policy,
Insider Trading Code and Dividend Distribution Policy. These policies & codes along
with the Directors Familiarisation Programme and terms and conditions for appointment of
Independent Directors are available on Company's website at
https://www.zee.com/corporate-governance/.
In compliance with the requirements of Section 178 of the Act, the
Nomination & Remuneration Committee of your Board had fixed various criteria for
nominating a person on the Board which inter alia includes the requirement of
desired size and composition of the Board, age limits, qualification, experience, areas of
expertise and independence of individual.
12. DIRECTORS & KEY MANAGERIAL PERSONNEL
I. Board of Directors
The Company has a balanced Board with a combination of Executive and
Non-executive Directors. The Board currently comprises of 6 (six) Directors including 1
(one) Executive Director, 1 (one) Non-executive Director and 4 (four) Independent
Directors which includes one Independent Woman Director.
During the year under review:
a. Mr. R. Gopalan was re-appointed as an Independent Director of the
Company for the second term of three years from expiry of his first term on 24th
November 2022.
b. Mr. Piyush Pandey ceased to be an Independent Director of the
Company upon completion of his first term of three years on 23rd March 2023.
Requisite intimations with respect to the changes in Directors during
the year have been made to and approved by the Ministry of Information and Broadcasting.
Subsequent to the financial year, the re-appointment of Ms. Alicia Yi
(DIN: 08734283) as an Independent Director of the Company for a second term of 3 years
effective from 24th April 2023 to 23rd April 2026 did not get
requisite majority of votes from Shareholders of the Company as required under regulation
25 (2A) of the Listing Regulation. Consequently, Ms. Alicia Yi ceased to be an Independent
Director of the Company with effectfrom 13th July 2023.Subsequently, based on
the recommendation of Nomination & Remuneration Committee and subjectto the approval
of the shareholders, the Board had approved the appointment of Ms. Deepu Bansal (DIN:
09497525) as an Additional Director in the category of Independent Director of the Company
for a term of 3 years effective from 13th October 2023.
The Nomination & Remuneration Committee after considering the
performance evaluation of Mr. Vivek Mehra and Mr. Sasha Mirchandani during theirfirstterm
ofthreeyears and considering their knowledge, acumen, expertise, experience and
substantial contribution and time commitment, has recommended to the Board their
re-appointment for a second term of three years. Based on the recommendation of the
Nomination& Remuneration Committee,the Board, atits meeting
held on 9th November 2023, has recommended the reappointm*
of Mr. Vivek Mehra and Mr. Sasha Mirchandani as Independf Directors, not liable to retire
by rotation, for a second term of thi years effective from 24th December 2023
to 23rd December 2026
Accordingly, the notice of ensuing Annual General Meeting (‘AG
includes following proposals, seeking members' approval by wa> Special Resolutions
for:
appointment of Ms. Deepu Bansal as an Independent Direc of the Company
for a term of 3 years effective from 13th Octol 2023; and
re-appointment of Mr. Sasha Mirchandani and Mr. Vivek Mehra Independent
Directors for the second term of 3 years from exp of their first term on 23rd
December 2023.
Your Company has received notices from the members proposing '
appointment of Ms. Deepu Bansal and re-appointment of Mr. Sas Mirchandani and Mr. Vivek
Mehra as Independent Directors. Furth based on performance evaluation process and
communicat' received from them, the Board of Directors has ensured that tf continue to
meet the criteria of Independence.
Declaration of independence from Independent
Directors
In terms of Section 149 of the Act and Regulation 16(1)(b) of the List
Regulations, Mr. R. Gopalan, Mr. Sasha Mirchandani, Mr. Vivek Mel and Ms. Deepu Bansal are
Independent Directors of the Compan'
The Company has received the following declarations from all i
Independent Directors confirming that:
they meet the criteria of independence as prescribed under i provisions
of the Act, read with the Schedules and Rules issi thereunder, as well as of Regulation 16
(1) (b) of the List' Regulations.
in terms of Rule 6(3) of the Companies (Appointment a Qualification of
Directors) Rules, 2014, they have register themselves with the Independent Director's
database maintair by the Indian Institute of Corporate Affairs.
in terms of Regulation 25(8) of the Listing Regulations, they < not
aware of any circumstance or situation, which exist or may reasonably anticipated, that
could impair or impact their ability discharge their duties.
In terms of Regulation 25(9) of the Listing Regulations, based on i
declarations received from the Independent Directors, the Boarc Directors has ensured the
veracity of the disclosures made unc Regulation 25(8) of the Listing Regulations by the
Independf Directors of the Company. The Board is satisfied of the integr expertise and
experience (including proficiency in terms of Sect 150(1) of the Act and applicable rules
thereunder) of all Independf Directors on the Board.
Number of meetings of the Board
During the financial year 2022-23, the Board of Directors me (Four)
times. The details of the meetings of the Board of Direct of the Company convened and
attended by the Directors during i financial year 2022-23 are given in the Corporate
Governance Rep
Retirement by rotation
In accordance with the provisions of Section 152 and other applicable
provisions, if any, of the Act (including any statutory modification(s) or reenactment(s)
thereof for the time being in force) and the Articles of Association of the Company, Mr.
Adesh Kumar Gupta, Non-executive Director of the Company is liable to retire by rotation
at the ensuing AGM and being eligible has offered himself for re-appointment. Your Board
recommends his re-appointment. A resolution seeking shareholders' approval for his
re-appointment along with other required details form part of the AGM Notice.
The Managing Director & CEO and Independent Directors of the
Company are not liable to retire by rotation.
II. Key Managerial Personnel
Key Managerial Personnel of the Company as on 31st March
2023 comprised of Mr. Punit Goenka, Managing Director & CEO, Mr. Rohit Kumar Gupta,
Chief Financial Officer and Mr. Ashish Agarwal, Chief Compliance Officer & Company
Secretary.
13. PERFORMANCE EVALUATION
Pursuant to the provisions of the Act and Listing Regulations, the
evaluation of annual performance of the Directors, Board and Board Committees was carried
outforthe financial year 2022-23. The details of the evaluation process are set out in the
Corporate Governance Report which forms part of this Annual Report.
Performance of non-independent directors, the Board as a whole and
Chairman of the Company was evaluated in a separate meeting of Independent Directors.
Further, at the board meeting, followed by the meeting of the
independent directors, 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.
14. BOARD COMMITTEES
In compliance with the requirements of Act and Listing Regulations,
your Board has 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 are available on the website of the Company at
https://www.zee.eom/corporate-governance/#. 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 which is annexed to
this report. 15
15. AUDITORS Statutory Audit
At the 40th AGM held on 30th September 2022, the
Shareholders had approved the appointment of M/s. Walker Chandiok & Co LLP, Chartered
Accountants (Firm Registration No. 001076N/N500013) as Statutory Auditors of the Company
until the conclusion of the 45th AGM at a remuneration to be determined by the
Board of Directors of the Company in addition to the out of pocket expenses as may be
incurred by them during the course of the Audit.
The Statutory Audit Report of M/s. Walker Chandiok & Co LLP,
Chartered Accountants, do not contain any qualification, reservation or adverse remarks on
Standalone and Consolidated Audited Financial Results of the Company for the financial
year 2022-23. The Auditors' Reports are enclosed with the financial statements in the
Annual Report.
Secretarial Audit
During the year under review, M/s. Vinod Kothari & Co., Company
Secretaries (Firm Registration No. P1996WB042300) were appointed as the Secretarial
Auditors to conduct the Secretarial Audit of your Company for the financial year ended 31st
March 2023. The unqualified Secretarial Audit report is annexed to this Annual Report as Annexure
D.
Further, pursuant to the provisions of Regulation 24A read with SEBI
Circular no. CIR/CFD/CMD1/27/2019 dated 8th February 2019, the Secretarial
Compliance Report, issued by Secretarial Auditors of the Company, confirming that the
Company had complied with all applicable SEBI Regulations/circulars/guidelines during the
financial year ended 31st March 2023, was filed with the stock exchanges.
Cost Audit
In compliance with the provisions of Section 148 of the Act read with
Companies (Cost Records and Audit) Rules, 2014, M/s. Vaibhav P Joshi & Associates,
Cost Accountant, (Firm Registration No. 101329) was appointed as Cost Auditor to conduct
the Audit of Cost Records of the Company for financial year 2022-23. Requisite proposal
for ratification of remuneration payable to the Cost Auditor for FY 2022- 23 by the
Members as required under Rule 14 of the Companies (Audit and Auditors) Rules, 2014, forms
part of the Notice of ensuing AGM.
The Company has maintained cost accounts and records in accordance with
the provisions of Section 148(1) of the Act read with the Companies (Cost Records and
Audit) Rules, 2014.
16. HUMAN RESOURCES & PARTICULARS OF EMPLOYEES
In the fiscal year 2022-23, the Company continued its journey of
transformation, building on the successes of FY21-22. Our focus remained on reshaping the
organisation for success in a fast- evolving digital world, despite the ongoing challenges
posed by the global pandemic. We emphasised excellence in culture & capability,
leadership, employee experience, diversity, employer brand, and our unwavering
commitmentto recognising our employees' achievements through our rewards and
recognition programmes.
We stand at the forefront of fostering an exceptional culture of
ongoing upskilling and excellence. The Academy of Excellence, our guiding beacon, is
framed through a robust 4X4 Framework, showcasing pillars of Compliance, ZEEcademy,
Lead-Your-Ship & Techno-Functional Academy (Compliance, Digital Learning, Leadership
Development, and Techno-Functional Skills) cut across by the beams of Integrated Academic
Journeys, Assessments & Certifications, Learner Centric Technology & Career
Progression.
Leadership development under the Lead-Your-Ship pillar has been
exemplary, with the Arise & Aspire initiatives amassing over 15,000+ man hours, and
1800+ (leader and individual contributor) man days signifying robust engagement and
dedication across our teams. ZEEcademy, our digital learning platform, boasts a notable
99.5% adoption rate, over 57% monthly active user rate, and exceeding 92% content
completion rate. It has grown from just 100 initial learners to
a whopping 3572 learners, consistently breaking AMEA and global
benchmarks. A significant leap in our Net Promoter Score (NPS), from 28 to 63, underscores
the marked enhancement in learner satisfaction and the substantial upscaling of our
organisational capabilities. Our adherence to compliance is paramount, reflected in the
100% completion of modules such as Digital Induction and POSH. This unwavering commitment
to regulatory standards is the cornerstone of our organisational ethos.
Our innovative strategies have been globally acclaimed, receiving 20
Indian and international awards from prestigious bodies like Brandon Hall, TISS CLO, ET HR
World, Financial Times, Business Standards and which is a testimony of our impactful
developmental and capabilities practices.
Recognising the importance of fostering a culture of appreciation, we
have made significant efforts to improve how our employees are recognised. Our initiative
aims to simplify and streamline the recognition process, making it real-time and
inclusive. As a result of these efforts, we are proud to have received two prestigious
awards in FY23: the Titan Business Award in November 2022 and the ET Human Capital Award
in February 2023. These accolades affirm our commitment to cultivating a culture of
appreciation at ZEE.
At ZEE, Diversity, Equity, and Inclusion (D&l) are pivotal to our
corporate ethos. Our commitment to D&l is reflected through various initiatives,
including the ‘ZEE DEI Digest5 podcast, ‘Embracing Equity5 celebrations,
and ‘DigitALL5 for empowering our teams. We maintain a gender-neutral
median salary and prioritise inclusive facilities in our office design. Our unwavering
dedication to D&l is instrumental in creating a dynamic and adaptable workforce,
poised to excel in today's interconnected market.
At ZEE, we prioritise our employees5 well-being and safety.
We've introduced various measures, including on-site medical services, counselling,
wellness events, health checks, yoga sessions, and blood donation drives. Our offices are
equipped with advanced safety features. We offer competitive insurance, supportive leave
policies, and a secure work environment to ensure their care and protection.
Thefiscalyear2022-23 has been marked by exceptional achievements,
recognising our commitmentto HR excellence, employee well-being, and a culture of
appreciation. Looking ahead, we remain dedicated to raising the bar for excellence,
pushing boundaries, and shaping the future of HR at ZEE. We are laser focused on refining
and elevating our learning programmes, based on employee feedback and industry best
practices, to ensure continuous improvement and drive innovation within ZEE. Our vision
remains steadfast—to uphold ZEE's position as a trailblazer in the realm of
employee development and organisational culture.
Requisite disclosure 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 in respect of remuneration of Directors, Key Managerial Personnel
and Employees of the Company is annexed to this report as Annexure E.
17. CONSERVATION OFENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Your Company is in the business of Broadcasting of General
Entertainment Television Channels and extensively uses world-class technology in its
Broadcast Operations. However, since this business does not involve any manufacturing
activity, most of the Information
required to be provided under Section 134(3) (m) of the Act read with
the Companies (Accounts) Rules, 2014, are Nil/Not applicable. The information, as
applicable, are given hereunder:
Conservation of Energy: 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: Your Company has made significant progress
towards a Globally Integrated Media Interface Machine with an interoperable constellation
of solutions which span Integration with Global Digital and Social Distribution Platforms,
Sports, Live Events and Digital and OTT Platforms. Using advanced interfaces including
SCTE based content management, Ad Serving Infra and FAST and Cloud Interfaces, the Company
stands transformed as a major player in a mixed delivery landscape.
Having successfully carried out major upgradations in liner broadcast,
redundant media architectures, disaster recovery and OTT it now delivers content globally
using its media fabric comprising of physical and cloud components fabric. It has also
embraced a new Security Services Architecture for security of content and a Distribution
Services Architecture for cutting edge delivery devices including intelligent decoders,
cloud, streaming and linear deliveries.
Foreign Exchange Earnings &Outgo: During the financial year
2022- 23, the Company had Foreign Exchange earnings of Rs.5,262 million and outgo of
Rs.2,034 million.
18. 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 and the Listing Regulations are contained in Note No. 50 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 Act, Listing Regulations and Policy on
dealing with and materiality of Related Party Transactions. During FY 2022-23, there were
no material Related Party Transactions entered into 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, specifying the nature, value, terms and
conditions of the transactions including the arm's length justification, were placed
before the Audit Committee for its approval and statement of all related party
transactions carried out was placed before the Audit Committee for its review on a
quarterly basis. During the year under review, there have been no material related party
transactions entered into by the Company as defined under Section 188 of the Act and
Regulations 23 of the Listing Regulations and accordingly, no transactions are required to
be reported in Form AOC-2 as per Section 188 of the Act. In accordance with the approach
and directives of the Board of Directors, the transactions with related parties (other
than subsidiaries) have been reduced during the year under review.
iii. Risk Management: YourCompany has well-defined operational
processes to ensure that risks are identified and the operating management is responsible
for identifying and implementing the mitigation plans for operational and process risks.
Key strategic and business risks are identified and managed by senior management team with
active participation of the Risk Management Committee. The risks that matter and their
mitigation plans are updated and reviewed periodically by the Risk Management Committee of
your Board and integrated in the Business plan for each year. Further, subseguent to
implementation of stringent policies on content advances as per the Risk Management
Committee directives which include parameters like milestone-based advances etc., the
committee also regularly monitors the adherence of the policy to ensure the level of
advances commensurate with the operations of the Company. The details of constitution,
scope and meetings of the Risk Management Committee forms part of the Corporate Governance
Report. In the opinion of the Board, currently, there are no risks that may threaten the
existence of the Company.
iv. Vigil Mechanism: The Company has a Whistle Blower Policy and
has established the necessary vigil mechanism for directors and employees, in confirmation
with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report
concerns about unethical behaviour. The details of the policy have been disclosed in the
Corporate Governance Report, which forms part of this Annual Report and is also available
on website of the Company at https://assets.zee.com/wp-
content/uploads/2021/07/13170747/Whistle-Blower-n-Vigil- Mechanism-policy-updated.pdf.
v. Internal Financial Controls and their adequacy: Your Company
has adequate internal financial controls and processes 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 and provides
guidance for strengthening of such controls wherever necessary. During the year under
review, no fraud has been reported by the Auditors to the Audit Committee or the Board.
vi. Compliance with Secretarial Standards: Your Company has
complied with the applicable Secretarial Standards, issued by the Institute of Company
Secretaries of India, relating to Board Meetings and General Meetings.
vii. Deposits & Unclaimed Dividend/Shares: Your Company has
not accepted any public deposit as defined under Chapter V of the Act.
During the year under review, in terms of the applicable provisions of
the Act read with Investor Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 as amended from time to time (‘IEPF Rules'),
unclaimed dividend for the financial year 2014-15 aggregating to Rs.2.39 million was
transferred to the Investors Education and Protection Fund.
Further, during the year under review, in compliance with the
requirements of IEPF Rules, your Company had transferred
37,755 Unclaimed Equity Shares of Rs.1 each to the beneficiary account
of IEPF Authority.
Subsequent to the end of the financial year, the Company has
transferred unclaimed dividend form financial year 2015-16 amounting to Rs.3 million to
the Investor Education and Protection Fund. Further, in compliance with the requirements
of IEPF Rules 15,669 equity shares of Rs.1 each in respect of which dividend has not been
claimed for seven consecutive years were transferred to beneficiary account of IEPF
Authority.
The said Unclaimed Dividend and/or Unclaimed Equity Shares can be
claimed by the Shareholders from IEPF Authority after following process prescribed in IEPF
Rules. During FY 2022-23, an aggregate of 262 Unclaimed Equity Shares of the Company were
re-transferred by the IEPF Authority to the beneficiary accounts of respective Claimants,
upon specific refund claims and completion of verification process by the Company and IEPF
Authority.
viii. Annual Return: Pursuant to the amended provisions of
Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules,
2014, Annual Return in Form MGT-7 is available on website of the Company at www.zee.com.
ix. Sexual Harassment: Your Company is committed to provide safe
and conducive working environment to all its employees (permanent, contractual, temporary
and trainees etc.) and has zero tolerance for sexual harassment at workplace. In line with
the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and rules thereunder, your Company has adopted a Policy on
prevention, prohibition and redressal of sexual harassment at workplace and has
constituted Internal Committees across various locations to redress complaints received
regarding sexual harassment.
During the year under review, one complaint was received by the Company
and was investigated in accordance with the procedure and resolved.
Hence, no complaint is pending at the end of the FY 2022-23.
x. 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.
xi. The Managing Director of the Company does not receive any
remuneration or commission from any of its subsidiaries.
xii. Induslnd Bank Limited (Induslnd Bank) had filed an application for
initiation of Corporate Insolvency Resolution Process (‘CIRP') against the
Company before the NCLT, claiming debt and default of Rs.83.08 crore. The Company had
filed an Interlocutory Application before the NCLT seeking an outright dismissal/
rejection of the petition filed by Induslnd Bank. The NCLT pronounced its order admitting
the Company to CIRP on 22nd February 2023. Challenging the said Order, an
appeal was filed by Mr. Punit Goenka, Managing Director & CEO of the Company before
the National Company Law Appellate Tribunal (‘NCLAT'). The NCLAT directed
Induslnd Bank to file its reply and the Company to file rejoinder. The appeal was listed
for final disposal on 29th March 2023 and till that time the order dated 22nd
February 2023 passed by NCLT was stayed. On 29th March 2023, the Company and
Induslnd bank entered into
a settlement agreement pursuant to which all disputes and claims have
been settled by 30th June 2023. Induslnd Bank has also withdrawn its objection
to the scheme on the basis of the settlement. Accordingly, in view of the settlement
between the Company and Induslnd Bank, impugned order dated 22nd February 2023,
is set aside and appeal filed by Induslnd Bank is disposed-off.
IDBI Bank Limited (IDBI Bank) had also filed an application for
initiation of CIRP against the Company before the NCLT claiming debt and default of
Rs.149.6 crore. The Company filed an application before the NCLT under Section 10A of the
Insolvency and Bankruptcy Code, 2016 (‘IBC') seeking dismissal of IDBI
Bank's application. The NCLT, vide order dated 19th May 2023, allowed the
Company's application under Section 10A and dismissed IDBI Bank's application
stating that it is barred under Section 10A of the IBC and it is not in accordance with
the intent and purport of the IBC. Challenging the said order, IDBI Bankhas filed anappeal
before the NCLAT, which is listed for hearing on 8th December 2023.
Indian Performing Right Society Ltd (‘IPRS') had also filed
an application for initiation of CIRP against the Company, before NCLT, claiming a default
of Rs.211.41 crore. The Company and IPRS entered into a settlement agreement by which all
disputes and claims were settled. IPRS withdrew the application filed under IBC and
Companies Act (objecting to the approval of the Scheme) and the NCLT disposed-off the
matter by order dated 9th March 2023.
As on date, there is no proceeding pending before the NCLT under the
Insolvency and Bankruptcy Code, 2016, for initiating of CIRP against the Company.
xiii. Standard Chartered Bank (SCB) had sanctioned certain credit
facilities to Siti Networks Limited (the Borrower) which was inter-alia secured by DSRA
support and undertaking of the Company. Since, the Borrower has defaulted in its debt
repayment obligations to SCB, the Company has entered into one-time settlement agreement
with SCB in respect of DSRA Claims/Undertaking in the interest of amicably resolving the
issues between the parties.
19. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Act, in relation to the Annual Accounts
for the financial year 2022-23, your Directors confirm that:
(a) The Annual Accounts of the Company have been prepared on a going
concern basis;
(b) In the preparation of the Annual Accounts, the applicable
accounting standards had been followed and there is no material departures;
(c) The accounting policies selected were applied consistently and the
judgements and estimates related to these annual accounts 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 on 31st March, 2023, and, of the profits of the Company for the
financial 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 any 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 that such systems are adequate and are operating
effectively.
20. ACKNOWLEDGEMENTS
Employees are vital and the most valuable assets of your Company. Your
Directors value the professionalism and commitment of all employees of the Company and
place on record their appreciation for the contribution and efforts made by all the
employees in ensuring excellent all-round performance. Your Board also thanks and
expresses its gratitude for the support and co-operation received from all the
stakeholders including viewers, producers, customers, vendors, advertising agencies,
investors, bankers and regulatory authorities.
|
For and on behalf of the Board |
|
R. Gopalan |
|
Chairman |
|
DIN: 01624555 |
Place: Mumbai |
|
Date: 22nd November
2023 |
|
  Â
Zee Entertainment Enterprises Ltd
Company Background
| Incorporation Year | 1982 |
| Registered Office | 18th Flr A Wing Marathon Futur,N M Joshi Marg Lower Parel
Mumbai,Maharashtra-400013 |
| Telephone | 91-22-7106 1234,Managing Director |
| Fax | 91-22-2300 2107 |
R GopalanPunit Goenka| Company Secretary | Ashish Agarwal |
| Auditor | Walker Chandiok & Co LLP |
| Face Value | 1 |
| Market Lot | 1 |
| Listing | BSE,NSE, |
| Registrar | Link Intime India Pvt Ltd
C-101 247 Park,L B S Marg,Vikhroli West,Mumbai-400083 |
Zee Entertainment Enterprises Ltd
Company Management
| Director Name | Director Designation | Year |
|---|
| Subhash Chandra | Chairman Emeritus | 2023 |
| Subhash Chandra | Chairman Emeritus | 202203 |
| Subhash Chandra | Chairman Emeritus | 202303 |
| Punit Goenka | Managing Director & CEO | 2023 |
| Punit Goenka | Managing Director & CEO | 202303 |
| Ashish Agarwal | Company Sec. & Compli. Officer | 2023 |
| Punit Goenka | Managing Director & CEO | 202203 |
| Ashish Agarwal | Company Sec. & Compli. Officer | 202303 |
| Ashish Agarwal | Company Sec. & Compli. Officer | 202203 |
| Piyush Pandey | Non-Exec. & Independent Dir. | 202203 |
| R Gopalan | Chairman & Independent Directo | 2023 |
| Alicia Yi | Non-Exec. & Independent Dir. | 202203 |
| R Gopalan | Chairman & Independent Directo | 202303 |
| Deepu Bansal | Independent Director | 2023 |
| R Gopalan | Chairman & Independent Directo | 202203 |
| Deepu Bansal | Independent Director | 202303 |
| Shishir B Desai | Non Executive Director | 2023 |
| Shishir B Desai | Non Executive Director | 202303 |
| Uttamprakash Jagdishprasad Agarwal | Non Executive Director | 2023 |
| Uttamprakash Jagdishprasad Agarwal | Non Executive Director | 202303 |
| Vivek Mehra | Independent Director | 2023 |
| Adesh Gupta | Director | 202203 |
| Vivek Mehra | Independent Director | 202303 |
| Sasha Mirchandani | Independent Director | 2023 |
| Deepu Bansal | Additional Director | 202203 |
| Sasha Mirchandani | Independent Director | 202303 |
| Shishir B Desai | Non Executive Director | 202203 |
| Uttamprakash Jagdishprasad Agarwal | Non Executive Director | 202203 |
Zee Entertainment Enterprises Ltd
Listing Information
| Listing Information |
|---|
| BSE_500 |
| BSE_100 |
| BSE_200 |
| BSEDOLLEX |
| BSE_TECK |
| CNX500 |
| BSEMID |
| CNXMIDCAP |
| CNX200 |
| CNXMEDIA |
| BSECARBONE |
| BSEALLCAP |
| GOODSSERVI |
| BSEMIDSELE |
| SENSNEXT50 |
| MID150 |
| LMI250 |
| MSL400 |
| NFTYLM250 |
| NFTYMC150 |
| NFTYMSC400 |
| NF500M5025 |
| NFTYTOTMKT |
Zee Entertainment Enterprises Ltd
Finished Product
| Product Name | Unit | Installed
Capacity | Production
Quantity | Sales
Quantity | Sales
Value |
|---|
| Advertisement Revenue | Rs. | 0 | 0 | 0 | 4182.8 |
| Subscription Income | Rs. | 0 | 0 | 0 | 2771.1 |
| Theatrical Revenue | Rs. | 0 | 0 | 0 | 312.5 |
| Media Content | NA | 0 | 0 | 0 | 184.4 |
| Transmission Fees | Rs. | 0 | 0 | 0 | 35.6 |
| Commission | NA | 0 | 0 | 0 | 19.8 |
| Other Operating Income | Rs. | 0 | 0 | 0 | 4.9 |
| Broadcasting Revenue | Rs. | 0 | 0 | 0 | 0 |
| Film Distribution | Rs. | 0 | 0 | 0 | 0 |
| Lease Rent | Rs. | 0 | 0 | 0 | 0 |
| Electronic Devices | No | 0 | 0 | 0 | 0 |
| Agency Commission | Rs. | 0 | 0 | 0 | 0 |
| Audio Tapes | No | 0 | 0 | 0 | 0 |
| Television Content | NA | 0 | 0 | 0 | 0 |
| Programme Rights(Audio/Video) | Rs. | 0 | 0 | 0 | 0 |