The Board of Directors are pleased to present the 40th Annual Report of the Company along with the audited financial statements (standalone and consolidated) for the financial year ended 31st March 2022.
1. FINANCIAL RESULTS
The financial performance of your Company for the financial year ended 31st March 2022 is summarized below:
|
(f in million)
|
|
Particulars
|
Standalone Year Ended
|
Consolidated Year Ended
|
|
31st March 2022
|
31st March 2021
|
31st March 2022
|
31st March 2021
|
|
Revenue from Operations
|
75,111
|
66,654
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81,893
|
77,299
|
|
Other Income
|
1,193
|
2,624
|
1,213
|
1,104
|
|
Total Income
|
76,304
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69,278
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83,106
|
78,403
|
|
Total Expenses
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57,163
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51,988
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67,619
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64,580
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Share of Associates/Joint Ventures
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-
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-
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1
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(1)
|
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Exceptional Items
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(1,271)
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(1,266)
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(1,333)
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(1,266)
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|
Profit Before Tax
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17,870
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16,024
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14,155
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12,556
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Provision for Taxation (net)
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4,481
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4,814
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4,597
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4,625
|
|
Profit after Tax
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13,389
|
11,210
|
9,558
|
7,931
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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 Company’ or ‘ZEE’).
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 2021-22 together with the Auditors’ Report forms part of this Annual Report.
2. COVID-19
As we were returning from the hard hit COVID-19 disruption, the year 2021-22 was yet another challenging year for all of us. The severe second wave of the COVID-19 pandemic had a significant humanitarian and economic impact. We witnessed shutdowns and restrictions in several parts of the world. As the year progressed, businesses around the globe and in India made great progress towards recovery and reopening. This progress and recovery was uneven and often interrupted by new waves of virus outbreaks, like the weak third wave towards end of the financial year. However, as we exit FY22 in the backdrop of healthy vaccination coverage, we are ushering in a return to normalcy and hopefully a full rebound to pre-pandemic levels of economic activities.
I n this uncertain operating environment, our focus remained on the health and safety of our people, ensuring uninterrupted supply of our content, meeting the evolving demand of our consumers, safeguarding the environment and protecting our business model.
During the second wave of pandemic your company continued to focus its efforts on ensuring employee well-being and delivering the highest levels of medical support to the employees in need.
3. DIVIDEND
Equity Shares: Your Board has recommended payment off3 per equity share of the face value of f 1 each as final dividend for the financial year ended 31st March 2022, subject to the approval of the Members of the Company at the ensuing Annual General Meeting (‘AGM’). This final dividend shall be payable on the outstanding Equity Share Capital of the Company as on Record Date i.e. Friday, 16th September 2022. The expected outflow on account of equity dividend, based on current Paid-up Equity Share Capital of the Company, would aggregate to f 2,882 million.
The dividend recommended is in accordance with the Dividend Distribution Policy of the Company which is available on the Company’s website at www.zee.com.
Preference Shares: In accordance with the terms of Listed 6% Cumulative Redeemable Non-Convertible Preference Shares issued as Bonus Shares in 2014 (‘Bonus Preference Shares’), the Company had remitted an aggregate of f 225 million towards Pro-rata Preference Dividend of f 0.11145 on 20,169,423,120 Bonus Preference Shares for a period from 1st April 2021 till the final Redemption date of 5th March 2022.
Transfer to Reserves
The closing balance of the retained earnings of the Company for the financial year 2021-22, after all appropriation and adjustments was f 72,009 million.
4. BUSINESS OVERVIEW
During the year under review, your Company, like almost every other company, faced fair share of volatility and uncertainty due to COVID-19 pandemic. The year started amidst a very intense second wave of COVID-19 and this disrupted content creation and production, delayed theatrical releases and dented overall consumer confidence and curtailed advertising spending by Brands. Post a pandemic hit CY 20, the revenue of the Indian Media & Entertainment industry grew in CY 21 but remains lower than pre-pandemic levels. As per FICCI EY report, CY 21 industry revenues grew by 16.4% YoY to f 1,614 billion, but are still 11% below CY 19 levels.
Your Company advertising revenue recorded 17.3% growth in FY22 on the back of its strong market position, broad bouquet of channel offerings and strong relationships with brands and advertisers in the key segments. Subscription revenues marginally declined during the year. A softer performance in TV subscription was offset by higher subscription revenues from ZEE5. One of the significant factors hindering subscription revenue growth is the embargo on any change in channel / bouquet pricing by broadcasters till NTO 2.0 (New Tariff Order) is implemented. In absence of a clear way ahead on NTO 2.0, near-term outlook for subscription growth remains subdued. However, longer-term growth outlook continues to be strong. Your Company will continue to monitor NTO 2.0 guidelines and implement the same for improved revenue outcome.
ZEE5 has firmly established itself as the biggest publisher of original digital content in India, catering to audiences across the country and Indian diaspora globally. ZEE5 capitalised on this trend by releasing over 45 original on the platform during the year which has led to a growth in its paid subscriber base.
During the first half of the year, theatrical launches of movies were halted due to the second wave of COVID-19. However, in the second half of the year, with theatres re-opening, movies business was a key pillar of the recovery in the media & entertainment sector. At ZEE as well, your studios business performed remarkably well during latter part of the year, with films across languages including The Kashmir Files (Hindi), Valimai (Tamil), Qismat 2’ (Punjabi), ‘Pandu’ (Marathi) and ‘Bangarraju’ (Telugu) garnering an extremely positive reception at the box office.
As per FICCI-EY report, the Indian M&E industry is expected to grow at a CAGR of 13% to reach f 2,320 billion by 2024.
In the Domestic Broadcast Business, your Company exited the year with an all India viewership share of 17.1% in the last quarter and we continued to be amongst India’s strong and leading TV entertainment networks.
Further, with ZEE’s portfolio of 48 channels which caters to the diverse Indian audience across the country, we built on our strong language leadership to be among the top TV entertainment networks in 7 out of the 9 local markets where we are present.
The Company continues to focus its energies on evolving the content offerings to reflect the changing consumer needs, and significant efforts are directed towards other markets including Hindi, Marathi and Tamil with an aim to further strengthen our linear viewership share.
I n the International Broadcast Business, your Company continued to expand the reach of its channels across geographies with new distribution partnerships. Company’s content in 18 languages, including 8 foreign languages, is available in more than 170 countries.
ZEE5, your Company’s OTT platform, witnessed significant growth across all user parameters. The platform had 104.8 million and 10.5 illion global MAUs and DAUs, respectively in March 2022, with an average watch-time of 214 minutes per viewer during the month. Along with releasing a strong slate of original shows and movies, the platform also entered into partnerships with key players across the digital eco-system to make its content available to a wider audience. ZEE5 continued with its global expansion with launch in key international markets, including USA in June 2021.
Zee Studios, the movies business is a strategic part of our portfolio, and it plays a very synergistic and complimentary role in the success of our linear and digital businesses. Zee Studios produced/distributed 22 movies during the year, with a mix of theatrical and direct to digital (ZEE5) releases.
Zee Music Company, your Company’s music publishing arm, continued to expand its music catalogue across languages and maintained its position as the second most subscribed music channel on YouTube.
ZEE LIVE, Your Company hosted multiple live events and virtual events leveraging the reach of ZEE5 and satellite channels during the year.
5. CHANGES IN CAPITAL STRUCTURE
During the year under review:
• in accordance with the terms of Bonus Preference Shares, the Company had redeemed and remitted f 4,034 million towards 5th and final tranche of redemption amount of f 2/- per share to the Bonus Preference Shareholders as at the Record date of 25th February 2022. Consequent to this redemption, the Bonus Preference Shares stood fully redeemed and extinguished with effect from 5th March 2022. As required under Section 55 of the Act, an amount equivalent to such Redemption value was credited to Capital Redemption Reserve Account of the Company. Further, pursuant to the provisions of the Income-tax Act, 1961, the said redemption amount was treated as dividend and necessary taxes were deducted thereon; and
• Issued and allotted 11,240 Equity Shares of f 1/- each upon exercise of stock options granted under the Company’s ESOP Scheme.
Consequent to the full redemption of Bonus Preference shares and issuance of equity shares under ESOP Scheme, the Paid-up Share Capital of the Company as on 31st March 2022 stood at f 960,515,715 comprising of 960,515,715 equity shares of f 1 each.
Subsequent to closure of financial year, your Company had issued and allotted 3,705 equity shares upon exercise of stock options granted under the ESOP Scheme.
As on 31st March 2022, 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 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 2022, your Company had 21 (twenty-one) subsidiaries comprising of 3 (three) domestic subsidiaries and 18 (eighteen) overseas direct and stepdown subsidiaries and one Associate and one Joint Venture Company.
During the year under review:
• Three stepdown subsidiaries of the Company namely Zee Digital Convergence Limited, India Webportal Private Limited and Zee Network Distribution Limited have been merged with another wholly owned subsidiary Company namely Zee Studios Limited (earlier known as Essel Vision Productions Limited) with effect from 22nd November 2021. Accordingly, Zee Digital Convergence Limited, India Webportal Private Limited and Zee Network Distribution Limited stood dissolved without winding up 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.
• The 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.
Apart from the above, there was no change in the number of Subsidiary/Associate/Joint Venture of the Company either by way of acquisition or divestment or otherwise during the year under review.
Your Company is in compliance with the FEMA regulations with respect to the 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, ATL Media Limited and Asia Today Limited (formerly known as Zee Multimedia (Maurice) Limited), wholly owned overseas subsidiaries were Material Subsidiaries of the Company during the financial year 2021-22.
The policy for determining material subsidiaries of the Company is available on the website of the Company at www.zee.com.
In compliance with Section 129 of the Act, a statement containing the salient features of the 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.
I n 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 www.zee.com.
8. COMPOSITE SCHEME OF ARRANGEMENT
The Board of Directors of the Company at its Board Meeting held on 21st December 2021, subject to requisite approvals/consents, has considered and approved the Scheme of Arrangement under Sections 230 to 232 and other applicable provisions of the Act amongst the 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 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 of the Act; dissolution without winding up of the Company and BEPL; appointment of Mr. Punit Goenka as the Managing Director & Chief Executive Officer of CMEPL on terms set out in the Scheme; and amendment of the Articles of Association of CMEPL.
The Scheme is subject to the approval of shareholders of the Company, Hon’ble National Company Law Tribunal, Mumbai Bench, Competition Commission of India, Ministry of Information and Broadcasting and any other regulatory authority as may be required under applicable laws or as directed by NCLT. The Company had filed the Scheme with BSE Limited, National Stock Exchange of India Limited and received No Observation Letters on 29th July 2022.
The Company has also filed Scheme with Competition Commission of India and National Company Law Tribunal, Mumbai Bench for their approval.
The Scheme is in the interest of the shareholders, creditors, and all other stakeholders of the Company, CMEPL & BEPL and the public at large.
9. EMPLOYEE STOCK OPTION SCHEME
An aggregate of 14,945 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 2021. Upon exercise of vested Stock Options by Mr. Punit Misra, 11,240 Equity Shares were issued and allotted to him during FY 21-22 and 3,705 unvested Stock Options were outstanding as on 31st March 2022.
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
The Company has received the following declarations from all the Independent Directors confirming that:
• they meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder, as well as of Regulation 16 (1) (b) of the Listing Regulations.
• in terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Director’s database maintained by the Indian Institute of Corporate Affairs.
• in terms of Regulation 25(8) of the Listing Regulations, they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.
In terms of Regulation 25(9) of the Listing Regulations, based on the declarations from Independent Directors, the Board of Directors has ensured the veracity of the disclosures made under Regulation 25(8) of the Listing Regulations by the Independent Directors of the Company.
Number of meetings of the Board
During the financial year 2021-22, the Board of Directors met 11 (Eleven) times. The details of the meetings of the Board of Directors of the Company convened and attended by the Directors during the financial year 2021-22 are given in the Corporate Governance Report which forms part of this Annual Report.
Retirement by rotation
Mr. Punit Goenka, Managing Director & CEO is appointed for a period of 5 years and whose office is not liable to retire by rotation as per the resolution/approval by shareholders in their meeting dated 18th September 2020. Further, as per clause 93(d) of Articles of Association ('AOA’) of the Company, the Managing Director shall not while he continues to hold that office be subject to retirement by rotation.
The Board presently comprises of 7 directors i.e. 5 Independent Directors, 1 Managing Director and 1 Additional Director (Non-Executive, Non-Independent). As per the provisions of Section 152(6) of the Act, Independent Directors of the Company are not liable to retire by rotation. Further, in terms of Section 161(1) of the Act, an additional director holds office upto the date of ensuing AGM. Accordingly, office of Mr. Adesh Gupta cannot be subject to retirement by rotation until his appointment is regularized in the ensuing AGM.
To comply with the provisions of Section 152(6) of the Act and given the present composition of Board, the office of Mr. Punit Goenka, Managing Director & CEO of the Company, as a director is being offered this year for determination by retirement by rotation at the ensuing AGM. The current retirement by rotation and re-appointment, if approved, shall not be deemed to be a break in his service as Managing Director & CEO. Further, the re-appointment of Mr. Punit Goenka as a director does not entail a change in the terms of Mr. Punit Goenka’s appointment as the Managing Director & CEO of the Company. The current retirement and re-appointment is being undertaken at this time solely to ensure compliance with applicable
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.
Subsequent to closure of financial year, 3,705 Equity Shares were issued and allotted to Mr. Punit Misra upon exercise of options vested in April 2022.
10. CORPORATE SOCIAL RESPONSIBILITY
During the year under review, total CSR obligation of the Company was f 437 million as per Section 135 of the Act.
The Company had contributed an aggregate of f 437 million towards various CSR Projects, detailed in the Annual Report, on CSR annexed to this report which includes f 179 million, allocated for the ongoing project and transferred to ‘the Unspent CSR Account for FY 2021-22’ of the Company on 26th April 2022 as per provision of the 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 2022 is annexed to this Annual Report as Annexure C.
11. CORPORATE GOVERNANCE AND POLICIES
In order to maximise shareholders value on a sustained basis, your Company has been constantly reassessing and benchmarking itself with well established Corporate Governance practices besides strictly complying with the requirements of Listing Regulations, applicable provisions of the 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 form part of this Annual Report. Management Discussion and Analysis Report as per Listing Regulations is presented in separate section form part of this Annual Report.
I n 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 www.zee.com.
I n 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 combination of Executive and Non-Executive Directors. The Board currently comprises of 7 (seven) Directors including 1 (one) Executive Director, 1 (one) Non-Executive Director and 5 (five) Independent Directors which includes one Independent Woman Director.
During the year under review:
a) Mr. Manish Chokhani and Mr. Ashok Kurien resigned as Non-Executive Non-Independent Directors of the Company with effect from 13th September 2021.
b) Mr. Adesh Kumar Gupta, upon completion of his second term as an Independent Director, ceased to be a Director of the Company on close of business hours on 29th December 2021. However, considering his contribution as an Independent Director, he was appointed as an Additional Director in the category of Non-Executive Non-Independent Director of the Company with effect from 30th December 2021.
Requisite intimations with respect to the changes in Directors during the year had been made to and approved by the Ministry of Information and Broadcasting.
I n terms of Section 161 of the Act, Mr. Adesh Kumar Gupta shall hold office as a Director of the Company till the ensuing AGM. Your Company has received notices from Member(s) proposing his appointment and requisite proposal seeking your approval for his appointment forms part of the Notice of the ensuing AGM. Your Board recommends this proposal for approval of the Shareholders.
Further, the notice of ensuing Annual General Meeting includes a proposal seeking members’ approval by way of Special Resolution for re-appointment of Mr. R. Gopalan as an Independent Director for the second term of 3 years from expiry of his current term on 24th November 2022. Your Company has received a notice from members proposing such re-appointment of Mr. R. Gopalan as an Independent Director for second term and based on performance evaluation process and communication received from Mr. R. Gopalan confirming that he continues to meet the criteria of Independence. Your Board recommends his re-appointment as an Independent Director for the second term of 3 years upon expiry of the current term on 24th November 2022.
Declaration of independence from Independent Directors
I n terms of Section 149 of the Act and Regulation 16(1)(b) of the Listing Regulations, Mr. R. Gopalan, Mr. Piyush Pandey, Mrs. Alicia Yi, Mr. Sasha Mirchandani and Mr. Vivek Mehra are Independent Directors of the Company.
law. Your Board recommends his re-appointment. Requisite proposal seeking shareholders’ approval for his re-appointment along with other required details forms part of the AGM Notice.
II. Key Managerial Personnel
Key Managerial Personnel of the Company as on 31st March 2022 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. PERFORMANCEEVALUATION
Pursuant to the provisions of the Act and Listing Regulations, the evaluation of annual performance of the Directors, Board and Board Committees was carried out for the financial year 2021-22. 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 www.zee.com. Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members therein form part of the Corporate Governance Report which is annexed to this report.
15. AUDITORS Statutory Audit
At the 35th Annual General Meeting held on 12th July 2017, the Shareholders had approved the appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants having Firm Registration No. 117366W/W-100018 as Statutory Auditors of the Company until the conclusion of the ensuing 40th AGM.
Based on the recommendations of the Audit Committee and upon review of confirmations of satisfaction of criteria as specified in Section 141 of the Act read with Rule 4 of Companies (Audit & Auditors) Rules, 2014, your Board has, subject to approval of the Members at the ensuing Annual General Meeting, approved appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013), as Statutory Auditors of the Company for a period of five years from the conclusion of the ensuing 40th AGM till the conclusion of 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. Requisite proposal for appointment of M/s. Walker Chandiok & Co LLP, as Statutory Auditors of the company forms part of the Notice of ensuing AGM.
The Statutory Audit Report of M/s. Deloitte Haskins & Sells LLP., Chartered Accountants do not contain any qualification, reservation or adverse remarks on Standalone Audited Financial Results of the Company for the financial year 2021-22.
Further, the Auditors’ qualification in respect of modified opinion on Consolidated Audited Financial Results has been dealt with in Note no. 36 of the Notes to the consolidated audited financial statements. The matter is subjudice relating to a dispute in an overseas subsidiary of the Company. The Auditors’ Report is 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 Secretarial Auditors to conduct the Secretarial Audit of your Company for the financial year ended 31st March 2022. The unqualified Secretarial Audit report is annexed to this Annual Report as Annexure E.
Further, pursuant to the provisions of Regulation 24A read with SEBI Circular no. CIR/CFD/CMD1/27/2019 dated 08th 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 2022, 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 2021-22. Requisite proposal for ratification of remuneration payable to the Cost Auditor for FY 2021-22 by the Members as required under the Rule 14 of 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
FY21-22 has been a transformational year for both, ZEE and the overall industry at large. At ZEE, we kicked off our digital pivot - ZEE 4.0, that is focused on shaping the next lifecycle of the organisation and preparing it to succeed in an increasingly digital world. Even as we launched this transformation, we had to manage through a once in a lifetime disruption caused by the second wave of the COVID-19 pandemic which among other things continues to reshape the talent dynamics in India and globally. Managing business continuity, ensuring employee safety and driving the transformation of the
Company have been the key themes last year. The key anchors of this effort have been - Culture & Capability, Leadership, Employee Experience, Diversity and Employer Brand.
The COVID challenge consisted of two parts - the first which was focused ensuring employee safety and delivering the highest levels of medical support for employees and their families during the second wave of the pandemic and the second, which has been to create enabling platforms that allowed the Company to shift seamlessly to a hybrid working format without a drop in productivity and effectiveness.
Organisation transformations are inside out and similarly, our focus has been to nudge the organisation culture around the four anchors of Exponential Thinking; Execution Excellence; Hunger for Impact and Seamless Collaboration. These drivers of organisational performance and the ZEE 4.0 digital transformation have been incorporated into our new performance and rewards framework and further, rolled out through recognition platforms - Zeelompics; Cheers4Peers that are intended to nudge the adoption of these new behaviours.
The pandemic severely impacted our ability and plans of delivering in person, traditional formats of capability building and leadership development. In response to these constraints, we executed a year-long virtual learning festival. Our platform, ZEEcademy has helped ensure that the learning journey of our employees is not compromised. By the end of the year, we have delivered exceptional learning outcomes through this platform which have not only exceeded our expectations but also exceeded most global benchmarks on adoption, time spent, number of learners and other important metrics.
Achieving the highest standards of employee experience is not just critical to engage and retain employees but is central to delivering the highest standards of customer experience. Through the year the Company has rolled out a series of initiatives to significantly enhance our employee experience through initiatives that reduce friction in employee transactions; building an enabling policy framework; increasing employee listening and engagement and overall improving the quality of internal service.
We are an interesting amalgam of diverse mindsets, cross functional talents and boundless energy. Diversity, Equity and Inclusion therefore is a cornerstone of our success and we have substantially increased our investments in building and protecting diversity within the Company. ZEE won the Economic Times award for Best Workplaces for Women 2021 and our Women Leaders Podcast initiative got noticed and won the Pioneering Initiative award at the D&I Summit 2022.
Last year we invested in building a technology and innovation Centre in Bengaluru as part of our overall digital pivot. This Centre will help not just allow us to own our IP but also ensure a much better speed to market across all our digital platforms. The Centre which has more than 500 engineers gives us an unparalleled edge in race to win in the digital ecosystem. The state-of-the-art Centre was built, staffed and inaugurated last year and we are proud to have successfully built a strong digital employer brand that has seen us attract the best and
brightest in the digital/engineering world in a short span of time. As on 31st March 2022, your Company had 3,182 employees.
Requisite disclosures in terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with statement showing names and other particulars of employees drawing remuneration in excess of the limits prescribed under the said rules is annexed to this report as Annexure D.
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company is into 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 now rapidly advanced towards a customer centric media machine with device independent deliveries supported by an advanced fabric of technology which is globally dispersed and is format and delivery agonistic. The transformation has been across all vertical spanning from Business Management Systems, Operations, OTT and Linear segments. This helps your Company to engage customers and clients alike in an integrated environment to maximise experiences and revenues.
This has required major upgradations in Liner broadcast, OTT and Operations Infrastructure to manage, retrieve and deliver content globally with fuzzy attributes which are customisable and optimised at all times for multiple screens and delivery architectures. Your Company has continued to delve on the strengths developed as a globally dispersed media engine and media architectures revolving around the use of cloud-based interfaces. We continue to build on our strengths of massively redundant storage and access architectures to make the entire operations highly resilient and assure continuity of services, customer interaction and revenues. Your organisation continues to move ahead with the next generation modern cloud based creative collaboration, editing, content review solutions to create a globally competitive media organisation.
Foreign Exchange Earnings & Outgo: During the financial year 2021-22, the Company had Foreign Exchange earnings of T 4,497 million and outgo of T 1,423 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. 51 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 2021-22, 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. 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 i.e. 25% reduction in income and 15% reduction in expenses (excluding Siti Networks).
All related party transactions, specifying the nature, value, terms and conditions of the transactions including the arms-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.
iii. RiskManagement: Your Company 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, subsequent 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 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 www.zee.com.
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 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 financial year 2013-14 aggregating to f 2.50 million was transferred to Investors Education and Protection Fund.
Further, during the year under review, in compliance with the requirements of IEPF Rules, your Company had transferred 38,441 Unclaimed Equity Shares of f 1 each to the 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 2021-22, an aggregate of 87 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
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 2022, 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.
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, three complaints were received by the Company and were investigated in accordance with the procedure and resolved.
Hence, no complaint is pending at the end of financial year 2021-22.
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. An application has been filed under Section 7 of the Insolvency and Bankruptcy Code, 2016 read with Rule 4 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules 2016 by IndusInd Bank Limited (‘Bank’), claiming to be a Financial Creditor, before the Hon'ble National Company Law Tribunal, Mumbai Bench for initiation of Corporate Insolvency Resolution Process against the Company, claiming a default of ' 83,08,00,000/ - (“CIRP Application”). Filing of the said CIRP Application is in breach of the orders of the Hon’ble Delhi High court dated 25th February 2021 as modified by the order of 3rd December 2021 passed in the Company's Appeal No. (FAO(OS) (Comm) 15/2021). Therefore, an Interlocutory Application filed by the Company before the Hon’ble National Company Law Tribunal seeking an outright dismissal/rejection of the petition filed by the Bank is pending for hearing.
19. DIRECTOR’S RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Act, in relation to the Annual Accounts
for the financial year 2021-22, your Directors confirm that:
(a) The Annual Accounts of the Company have been prepared on a going concern basis;
(b) I n 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
20. ACKNOWLEDGEMENTS
Employees are vital and 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 of the contribution and efforts made by all the employees in ensuring excellent all-round performance. Your Board also thank and express their 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
Punit Goenka
Managing Director & CEO
Vivek Mehra
Director
Place: Mumbai Date: 12th August 2022
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