i. Buildings include f 114,100 (f 114,100) being the value of shares in a co-operative society.
ii. Part of Property, plant and equipment have been given on lease.
iii. During the year, the Company has written off property, plant and equipment of f 1 million (f 148 million) which is charged to the statement
of profit and loss.
iv. Certain vehicles have been hypothecated against borrrowings for vehicles aggregating to f 31 million (f 22 million).
v. Disposals under Right-to-use assets represent the lease premises vacated by the Company.
vi. Part of buildings were identified as assets held for sale and disposed off during the previous year.
The fair value of the Company’s investment property aggregating f 2,416 million (f 1,084 million) has been arrived at on the basis of a valuation carried out as at balance sheet date by independent valuers. Independent valuers have appropriate qualifications and experience in the valuation of properties in the relevant locations. The fair valuations of investment property in India is based on the valuation by a registered valuer as defined under Rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017. The valuation was arrived at by reference to market evidence of transaction prices for similar properties. The fair value measurement is categorised as Level 3, in the fair value hierarchy as per the requirements of Ind AS 113 on ‘Fair value measurement’.
Regional channel in India
The recoverable amount of this Cash Generating Unit (CGU) is determined based on a value in use. The estimated value in use of this CGU is based on the future cash flows using a 2% terminal growth rate for periods subsequent to the 5 years and discount rate of 19%. An analysis of the sensitivity of the computation to a change in key parameters (operating margin, discount rate and long-term growth rate), based on reasonably probable assumptions, did not identify any probable scenario in which the recoverable amount of the CGU would decrease below its carrying amount.
Online media business
The Company assessed the recoverable amount of Goodwill allocated to the Online Media Business which represent a separate CGU. The recoverable amount of this CGU was determined by an independent expert based on the fair value less cost of disposal. The fair value was determined based on revenue multiple of other companies in media industry which was higher then the carrying value of CGU accordingly no impairment in required.
Due to use of significant unobservable inputs to compute the fair value, it is classified as Level 3 in the fair value hierarchy as per the requirements of Ind AS 113 on ‘Fair value measurement’.
Also, refer note 45.
b) Terms/rights attached to Equity shares
The Company has only one class of Equity shares having a par value of f 1/- each. Each holder of Equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. The final dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holders of Equity shares will be entitled to receive remaining assets of the Company, after distribution of preferential amounts. The distribution will be in proportion to the number of Equity shares held by the shareholders.
Employees Stock Option Scheme (ESOP)
The Company has instituted an Employee Stock Option Plan (ESOP 2009) as approved by the Board of Directors and Shareholders of the Company in 2009 for issuance of stock options convertible into Equity shares not exceeding in the aggregate 5% of the issued and paid-up capital of the Company as at 31st March 2009 i.e. up to 21,700,355 Equity shares of f 1/- each (enhanced to 43,400,710 Equity shares in view of Bonus issue in 2010 in ratio of 1:1), to the employees of the Company as well as that of its subsidiaries. The said ESOP 2009 was amended during an earlier year to align the Scheme in line with the requirements of Companies Act, 2013 and SEBI (Share Based Employee Benefits) Regulations 2014 and provide flexibility to the Nomination and Remuneration Committee for determination of exercise price. The said scheme is administered by the Nomination and Remuneration Committee of the Board.
Terms/rights attached to preference sharesi. 6% Cumulative redeemable non-convertible preference shares - quoted
During the year ended 31st March 2014, the Company had issued 20,169,423,120 6% Cumulative redeemable non-convertible preference shares of f 1/- each (consolidated to face value of f 10/- each in 2017) by way of bonus in the ratio of 21 bonus preference shares of f 1/-each fully paid-up for every one Equity Share of f 1/- each fully paid-up and are listed on Bombay Stock Exchange (BSE) and National Stock Exchange (NSE) in India. During the year ended 31st March 2017, 6% Cumulative redeemable non-convertible preference shares of f 1/- each has been converted to 6% Cumulative redeemable non-convertible preference shares of f 10/- each.
The Company has redeemed at par value, 20% of the total bonus preference shares allotted, every year from the fourth anniversary of the date of allotment. The Company had an option to buy back the bonus preference shares fully or in parts at an earlier date(s) as may be decided by the Board. Further, if on any anniversary of the date of allotment beginning from the fourth anniversary, the total number of bonus preference shares bought back and redeemed cumulatively is in excess of the cumulative bonus preference shares required to be redeemed till the said anniversary, then there will be no redemption on that anniversary. At the 8th anniversary of the date of allotment, all the remaining and outstanding bonus preference shares shall be redeemed by the Company.
The holders of bonus preference shares shall have a right to vote only on resolutions which directly affect their rights. The holders of bonus preference shares shall also have a right to vote on every resolution placed before the Company at any meeting of the Equity shareholders if dividend or any part of the dividend has remained unpaid on the said bonus preference shares for an aggregate period of atleast two years preceding the date of the meeting.
On 5th March 2022, the Company redeemed the remaining balance 20% (f 2/- each) of the 2,016,942,312 bonus preference shares of f 10/-each (par value). Upon such redemption, the bonus preference shares stand extinguished on and from the date of redemption.
33. DISCLOSURES UNDER IND AS 116 ON LEASES Operating leases:
The Company has made use of the following practical expedients available in its transition to Ind AS 116:
a) Applied the exemption not to recognise Right-Of-Use (ROU) assets and liabilities for leases with less than twelve months of lease term on the date of initial application.
b) Excluded the initial direct costs from the measurement of the ROU asset at the date of initial application.
c) Applied a similar discount rate to a portfolio of leases of similar assets in similar economic environment with a similar end date.
** Corporate guarantees aggregating f 1,528 million (f 1,001 million) have been provided for. The related loans outstanding aggregate f 2,009 million (f 2,018 million). (Refer note 44(d)(ii)A)
* Income-tax demands mainly include appeals filed by the Company before various appellate authorities against the disallowance of expenses/claims, non-deduction/short deduction of tax at source, transfer pricing adjustments etc. The Management is of the opinion that its tax cases are likely to be decided in its favour and hence no provision is considered necessary.
# The amount represents the best possible estimate arrived at on the basis of available information. The Company has engaged reputed advocates to protect its interests and has been advised that it has strong legal positions against such disputes.
@ The Company has received legal notices of claims/lawsuits filed against it relating to infringement of copyrights, defamation suits etc. in relation to the programmes produced/other matters. In the opinion of the Management, no material liability is likely to arise on account of such claims/law suits.
The Company has preferred a legal case against The Board of Control for Cricket in India (BCCI) for premature termination of media rights contract for telecast of cricket matches between India and other Countries in neutral territories outside India. The Hon’ble Arbitration Tribunal in November 2012 has passed an Arbitral award of f 1,236 million (plus interest) in favour of the Company. BCCI has filed a petition before the Hon’ble High Court of Judicature at Madras challenging the Tribunal Award. The Company has also filed an execution petition in April 2018. Accordingly, pending final outcome, effect has not been given in these financial statements. During an earlier year, the Company has received f 300 million which is accounted as deposits received in Other financial liabilities.
35. CAPITAL AND OTHER COMMITMENTS
a) Estimated amount of contracts remaining to be executed for capital expenditure not provided for (net of advances) is f 327 million (f 214 million).
b) Other commitments as regards media content and others (net of advances) are f 19,501 million (f 19,364 million).
c) Uncalled liability/contractual obligation on investments committed is Nil (f 13 million).
36. ATL Media Limited (ATL), an overseas wholly-owned subsidiary of the Company is engaged in broadcasting business. Living Entertainment Limited, Mauritius (LEL), a related party of the Company, is a content provider. During the financial year ended 31st March 2016, ATL had entered into a Put Option agreement with LEL to purchase the issued share capital held by LEL to the extent of 64.38% in Veria International Limited (VIL) (another related party of the Company) at an exercise price of $105 million, the exercise period of the Put Option was from the agreement date till the expiry date, i.e. 30th July 2019. In order to secure a borrowing from Axis Bank Limited and Yes Bank Limited (Bank), LEL had assigned all its right, title, benefit and interest under the said Put Option agreement in favour of Axis Bank, DIFC Branch, the security trustee for the benefit of Axis Bank Limited and Yes Bank Limited. Based on certain representations made by LEL, the Put Option agreement was renewed and amended by the parties (ATL and LEL) on 29th July 2019 and extended till 30th December 2026, and the exercise price was set at $ 52.50 million (f 3,969 million as at 31st March 2022 (f 3,848 million as at 31st March 2021)) for the same quantum of shares and LEL extended the assignment of the Put Option to the security trustee.
During the financial year ended 31st March 2020, the Bank invoked the Put Option pursuant to the assignment and demanded ATL to pay the exercise price. Subsequently, upon inquiry, ATL became aware of certain misrepresentations by LEL at the time of renewal of the Put Option agreement and consequently, ATL has rescinded the Put Option from the renewal date of the Put Option agreement and also filed a suit against LEL and the security trustee of the said Bank (security trustee subsequently excluded in the amended plaint filed during the year) in the Hon’ble Supreme Court of Mauritius for inter alia declaration that the amended Put Option agreement has been properly rescinded and no longer binding and enforceable. The matter is now sub-judice in Mauritius.
In May 2016, the Company had issued a Letter of Comfort (LOC) to the said Bank confirming its intention, among other matters, to support ATL by infusing equity/debt for meeting all its working capital requirements, debt requirements, business expansion plans, honouring the Put Option, take or pay agreements and guarantees. The Company has received communication from the Bank mentioning defaults committed by LEL in repayment of their loans to the Bank and calling upon the Company to support ATL in connection with honouring the Put Option. However, the Bank and LEL remained in discussion to settle the borrowing.
The Company is of the view, based on legal advice, that the LOC neither provides any guarantee, commitment or assurance to pay the Bank. On 26th J une 2020, the Bank filed a plaint seeking ad-interim relief in the Hon’ble High Court of Bombay on the grounds that the aforesaid LOC provided to the Bank is a financial guarantee. The Hon’ble High Court of Bombay, vide Orders dated 30th June 2020 and 19th August 2020 has refused/dismissed the ad-interim relief sought by the Bank, including as part of the appeal proceedings filed by the Bank that were in favour of the Company. The primary suit filed by the Bank on 26th June 2020 is yet to be heard by the Hon’ble High Court of Bombay.
The Management has assessed the nature of the LOC and based on legal advice obtained, the LOC has not been considered as a financial guarantee by the Management, which would require recognition of a liability in the books of account of the Company. Further, based on an independent valuation of ATL obtained, the Management has determined that the LOC also does not result in any executory contract that is onerous on the Company which requires any recognition of liability in the books of account of the Company.
37. During an earlier year, considering the increasing competition and content cost inflation, the Company entered into strategic content partnerships with major production houses, movie studios and creative partners for movies monetisation. Accordingly, the advances aggregating f 2,640 million were outstanding as at 31st March 2021.
During the current year, the Company has received inventories and hence the aforesaid advances are settled.
38. Op erational cost, employee benefits expense, advertisement and publicity expenses, electricity and water charges and repairs and maintenance (plant and machinery) are net off recoveries f 249 million (f 231 million).
39. SEGMENT INFORMATION
The Company operates in a single reporting segment namely ‘Content and Broadcasting’.
# The Company had entered into share purchase agreement after 31st March 2020, to sell its entire investment in its 100% subsidiary, Fly-By-Wire International Private Limited, which was subject to fulfilment of certain conditions/approvals. The Company had received the entire consideration for the aforesaid sale, in advance, during the year ended 31st March 2020. The Company had sold 49% of its investment in the previous year. The balance investment is sold in the current year on fulfilment of the conditions/receipt of the requisite approvals, resulting in a gain of T 124 million (T 119 million).
$ During the year ended 31st March 2020, the Company had classified freehold land, considered as investment property, as non-current asset held for sale. However, due to delays, including on account of the COVID-19 pandemic, in concluding the sale, the Management has reassessed the proposed sale of freehold land as not being highly probable. Accordingly, the freehold land of T 573 million has been reclassified as investment property as at 31st March 2022.
42. EMPLOYEE BENEFITS
The disclosures as per Ind AS 19 on ‘Employee Benefits’ are as follows:
a) Defined contribution plans
Contribution to provident and other funds’ is recognised as an expense in Note 25 ‘Employee benefits expense’ of the Statement of Profit and Loss.
vii. The defined benefit plans expose the Company to actuarial risks such as interest rate risk, longevity risk and salary risk:
Interest risk: A decrease in the bond interest rate will increase the plan liability.
Longevity risk: The present value of the defined benefit plan liability is calculated by reference to the best estimate of mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.
Salary risk: The present value of defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of plan participants will increase the plan’s liability.
Notes:
1. The current service cost recognised as an expense is included in Note 25 ‘Employee benefits expense’ as gratuity. The remeasurement of the net defined benefit liability is included in other comprehensive income.
2. The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the Actuary. Significant actuarial assumptions for the determination of the defined obligation are discount rate, expected salary increase and mortality. The sensitivity analysis above have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.
c) Other long-term benefits
The obligation for leave benefits (non-funded) is also recognised using the Projected Unit Credit Method and accordingly the long-term paid absences have been valued. The leave encashment expense is included in Note 25 ‘Employee benefits expense’.
‘0’ (zero) denotes amounts less than a million.
44. FINANCIAL INSTRUMENTS a) Capital management
The Company manages its capital to ensure that it will be able to continue as a going concern while maximising the return to the stake holders through optimisation of debt and equity balance. The Company is not subject to any externally imposed capital requirements. The Company’s Risk Management Committee reviews the capital structure of the Company.
*Includes current maturities.
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
Financial instruments measured at amortised cost.
The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial statements are a reasonable approximation of their fair values, since, the Company does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled.
d) Financial risk management objective and policies
The Company’s principal financial liabilities comprise loans and borrowings (majorly comprises cumulative redeemable preference shares issued by the Company), trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include investments, loans, unsecured interest free deposits, trade and other receivables and cash and cash equivalents that are derived directly from its operations.
The Company is exposed to market risk, credit risk and liquidity risk. The Company’s Senior Management oversees the management of these risks.
i. Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk such as equity price risk.
- Foreign currency risk
The Company undertakes transactions denominated in foreign currencies, consequently exposures to exchange rate fluctuations arise. The Management has taken a position not to hedge this currency risk.
Foreign currency sensitivity analysis
The following table details the Company’s sensitivity to a 10% increase and decrease in the rupee against the relevant foreign currencies. 10% is the sensitivity rate used while reporting foreign currency risk internally to key management personnel and represents Management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated in monetary items and adjusts their translation at the year end for a 10% change in foreign currency rates. A positive number below indicates an increase in profit where the Rupee strengthens 10% against the relevant currency. For a 10% weakening of the rupee against the relevant currency, there would be a comparable impact on the profit and the balance would be negative.
The Company is mainly exposed to USD currency fluctuation risk.
The Company’s sensitivity to foreign currency assets has increased during the current year mainly due to overall increase in assets in foreign currency.
The Company’s sensitivity to foreign currency liabilities has increased during the current year mainly on account of overall increase in liabilities in foreign currency.
- Interest rate risk
The borrowings of the Company include vehicle loan which carries fixed coupon rate and consequently the Company is not exposed to interest rate risk.
The Company’s investment in debt instruments and loans given by the Company are at fixed interest rates, consequently the Company is not exposed to interest rate risk.
- Other price risk
The Company is exposed to equity price risks arising from equity investments. The Company’s equity investments are held for strategic rather than trading purposes.
ii. Credit risk management
Credit risk is the risk of financial loss to the Company if a customer or counterparty fails to meet its contractual obligations and arises principally from the Company’s receivables, deposits given, loans given, investments made and balances at bank.
The maximum exposure to the credit risk at the reporting date is primarily from investments made, loans given and trade receivables.
In case of trade receivables, the Company does not hold any collateral or other credit enhancements to cover its credit risks. Credit risk has always been managed by the Company through credit approvals, establishing credit limits and continuously monitoring the credit worthiness of customers to which the Company grants credit terms in the normal course of business. On account of adoption of Ind AS 109 on ‘Financial Instruments’, the Company uses expected credit loss model to assess the impairment loss or gain.
Trade receivables are non-interest bearing and the average credit period is 45 days. The Company’s exposure to customers is diversified and except for two customers, no other customer contributes to more than 10 % of outstanding trade receivables and unbilled revenue.
A) During earlier years, the Company had provided commitments for funding shortfalls in Debt Service Reserve Account (DSRA guarantee) in relation to certain financial facilities availed from banks by Siti Networks Limited (SNL), which continues to be
disclosed as a related party for the current year, based on past association with SNL, even though SNL does not meet the criteria for being a related party from a legal form perspective. The above facilities include certain facilities availed when the cable business undertaking was part of the Company before its demerger into SNL.
The loan outstanding of SNL as at 31st March 2022 is f 2,009 million which is backed by DSRA guarantee as per the terms of the relevant agreements. On account of defaults made in repayments by SNL, during the year ended 31st March 2021, the Company has received demand notices/communications from the banks/representatives calling upon the Company to honour the obligations under the DSRA guarantee.
The Company has also been informed that SNL is in discussions with the banks for renegotiating the repayment terms and also restructuring/rescheduling of facilities. The Company has obtained legal advice about its obligations under the terms of the DSRA guarantee and the demands raised. Certain demands are sub-judice before various judicial forums.
Based on the aforesaid, as a matter of abundant caution, the Company has without prejudice to its rights in the pending legal proceedings, accounted for an amount aggregating f 1,001 million towards DSRA during the year ended 31st March 2021. During the year ended 31st March 2022, the Company has further accounted for an amount of f 527 million. The Company has also provided for the aforesaid amounts receivable from SNL and disclosed the same as part of ‘Exceptional items’.
As a matter of abundant caution, the Company had provided for the overdue trade receivables from SNL aggregating f 1,991 million in the year ended 31st March 2021. The Company recognises revenue to the extent collected. On account of a pending legal proceeding, amounts aggregating f 189 million (net) are yet to be collected and accounted for.
B) The Company has trade receivable of f 2,446 million (f 4,546 million) from a key strategic customer as at 31st March 2022, which include amounts which are overdue. The Management has agreed with the customer for a revised collection plan, which involves recovering the significant amounts by next financial year. Further, the customer has been generally paying as per the agreed plan and has reduced the overdue amount. Accordingly, the Management has considered the aforesaid amounts as good of recovery.
As at the year end, the Company is carrying provision for expected credit loss of f 92 million (f 324 million) as per the requirements of Ind AS 109 on ‘Financial Instruments’ towards time value of money on account of the said collection plan.
C) The Company, in an earlier year, had given an Inter Corporate Deposit (ICD) aggregating f 1,500 million. On account of delays in recovery of the amount, the ICD was assigned to certain related parties (Refer note 47), to secure payment of f 1,706 million (including accrued interest up to the date of assignment). Further since, there are delays in receiving payment from these related parties, the aforesaid amount has been provided during an earlier year.
The Company has initiated arbitration proceedings against the said parties for recovering the amounts.
D) During the year, the Company has made provision for slow moving financial assets aggregating f 547 million (including f 527 million for DSRA guarantee) (Previous year f 1,139 million including f 1,001 million for DSRA guarantee) resulting in aggregate provision of f 2,321 million (f 1,794 million).
Credit risk on cash and cash equivalents is limited as the Company generally invests in deposits with banks and financial institutions with high credit ratings assigned by credit-rating agencies. The credit risk on mutual funds, non-convertible debentures, certificates of deposit and other debt instruments is limited because the counterparties are generally banks and financial institutions with high credit ratings assigned by credit rating agencies.
iii. Liquidity risk
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The Company’s principal source of liquidity are cash and cash equivalents and the cash flow generated from operations. The Company consistently generated cash flows from operations which together with the available cash and cash equivalents and current investment provides adequate liquidity in short-term as well as in the long -term. Trade and other payables are non-interest bearing and the average credit term is 45 days.
45. During the year ended 31st March 2021, the Board of Directors of the Company had approved the sale of digital publishing business to Indiadotcom Digital Private Limited (formerly known as Rapidcube Technologies Private Limited) (Indiadotcom), a related party, subject to regulatory and other approvals. Based on the binding quote received for this sale, the Company had assessed the carrying value of Goodwill relating to the aforesaid business and accordingly, accounted for an impairment charge of f 265 million during the year ended 31st March 2021 and had disclosed the same as part of ‘Exceptional items’. During the year, the Company has transferred the business to Indiadotcom as at 28th February 2022 post receipt of aforesaid regulatory and other approvals.
46. Final dividend on Equity shares for the year ended 31st March 2021 of f 2.5 per share (f 0.3 per share) aggregating to f 2,401 million (f 288 million) was paid during the year.
Final dividend on Equity shares for the year ended 31st March 2022 of f 3 per share aggregating to f 2,882 million was approved by the Board of Directors in their meeting held on 26th May 2022. The same is subject to approval of the shareholders at the Annual General Meeting and hence not recognised as a liability.
47. RELATED PARTY DISCLOSURESa) List of parties where control exists Subsidiary companiesi. Wholly-owned (direct and indirect subsidiaries)
Asia Multimedia Distribution Inc.; Asia Today Limited ; Asia Today Singapore Pte. Limited; AAAsia TV Gmbh; Asia TV USA Limited; Asia TV Limited; ATL Media FZ-LLC; ATL Media Limited; 1Zee Studios Limited (formerly known as Essel Vision Productions Limited); Expand Fast Holdings (Singapore) Pte. Limited; 1India Webportal Private Limited; OOO Zee CIS Holding LLC; OOO Zee CIS LLC; Pantheon Productions Limited; Taj TV Limited; 1Zee Digital Convergence Limited; Zee Entertainment Middle East FZ-LLC; Zee Multimedia Worldwide (Mauritius) Limited; 1Zee Network Distribution Limited (formerly known as Zee Turner Limited); 2Zee Technologies (Guangzhou) Limited; Zee TV South Africa (Proprietary) Limited; Zee Unimedia Limited; Z5X Global FZ-LLC; Zee Studios International Limited; AZee TV USA Inc.
ii. Other subsidiaries
Margo Networks Private Limited (extent of holding 80%)
Fly-by-Wire International Private Limited (extent of Holding NIL w.e.f. 18th August 2021,extent of holding 51% w.e.f. 30th July 2020 upto 17th August 2021)
Idea Shop Web and Media Private Limited (extent of Holding NIL w.e.f. 31st January 2022, extent of holding 51.04% held through Zee Studios Limited upto 30th January 2022)
b) Associates
Asia Today Thailand Limited (extent of holding 25% through Asia Today Singapore Pte. Limited)
c) Joint Venture
Media Pro Enterprise India Private Limited (extent of holding 50% through Zee Studios Limited)
d) Other Related parties consist of companies controlled by key management personnel and its relatives with whom transactions have taken place during the year and balance outstanding as on the last day of the year:
Asian Satellite Broadcast Private Limited, Broadcast Audience Research Council (upto 24th March 2022); Cyquator Media Services Private Limited; Creantum Security Solutions Private Limited; Digital Subscriber Management and Consultancy Services Private Limited; Diligent Media Corporation Limited; Edisons Infrapower & Multiventures Private Limited; Essel Corporate LLP; Essel Corporate Resources Private Limited; Essel Finance Business Loans Limited; Essel Finance Management LLP; Essel Infra Projects Limited; Elouise Green Mobility Limited (formerly known as Essel Green Mobility Limited); Essel Realty Private Limited; Essel Utilities Distribution Company Limited; Evenness Business Excellence Services Private Limited (Formerly known as Essel Business Excellence Services Limited); EZ Buy Private Limited; EZ Mall online Limited; Indiadotcom Digital Private Limited; Konti Infrapower & Multiventures Private Limited; Liberium Global Resources Private Limited; Living Entertainment Enterprises Private Limited; Omnitrade Marketing Services Private Limited; Pan India Network Infravest Limited; Pan India Network Limited; Real Media FZ-LLC; 1Siti Group (Siti Networks Limited; Indian Cable Net Company Limited; Master Channel Community Network Private Limited; Siti Broadband Services Private Limited; Siti Guntur Digital Network Private Limited; Siti Jai Maa Durgee Communication Private Limited; Siti Jind Digital Media Communication Private Limited; Siti Karnal Digital Media Network Private Limited; Siti Maurya Cable Net Private Limited; Siti Prime Uttranchal Communications Private Limited; Siti Saistar Digital Media Private Limited; Siti Siri Digital Network Private Limited; Siti Vision Digital Media Private Limited); Today Merchandise Private Limited; Veria International Limited; Widescreen Holdings Private Limited; Zee Akaash News Private Limited; 1Zee Learn Limited; Zee Media Corporation Limited; Zen Cruises Private Limited.
*Even though the Siti Group and Zee Learn Limited does not meet the criteria for being a related party from a legal form perspective, based on the past association with these Companies, the Company has disclosed them as a related parties and has disclosed all the transactions with the said Companies.
Directors/Key Management Personnel
Dr. Subhash Chandra (Non-Executive Director) upto 18th August 2020; Mr. Punit Goenka (Managing Director & CEO); Mr. R. Gopalan (Independent Director - Chairman); Mr. Ashok Kurien (Non-Executive Director- upto 12th September 2021); Mr. Manish Chokhani (Non-Executive Director - upto 12th September 2021); Mr. Adesh Kumar Gupta (Non-Executive Director); Mr. Piyush Pandey (Independent Director); Ms. Alicia Yi (Independent Director) w.e.f. 24th April 2020; Mr. Sasha Mirchandani (Independent Director) w.e.f. 24th December 2020; Mr. Vivek Mehra (Independent Director) w.e.f. 24th December 2020.
Relatives of Key Management Personnel
Amit Goenka
None of the aforesaid Companies are related parties in accordance with related party definition as per Section 2(76) of the Companies Act, 2013.
49. a) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entity(ies) (intermediaries) with the understanding that the intermediary shall;
i. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (ultimate beneficiaries) or
ii. provide any guarantee, security, or the like to or on behalf of the ultimate beneficiaries.
b) The Company has not received any fund from any other person(s) or entity(ies), including foreign entity(ies) (funding party) with the understanding (whether recorded in writing or otherwise) that the funding party shall;
i. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party (ultimate beneficiaries) or
ii. provide any guarantee, security or the like on behalf of the ultimate beneficiaries.
55. The Board of Directors of the Company, at its meeting on 21st December 2021, has considered and approved Scheme of Arrangement under Sections 230 to 232 of the Companies Act, 2013 (Scheme), whereby the Company and Bangla Entertainment Private Limited (an affiliate of Sony Pictures Networks India Private Limited) shall merge in Sony Pictures Networks India Private Limited. The Scheme is subject to receipt of approvals from the Stock Exchanges, National Company Law Tribunal, Mumbai bench (NCLT), shareholders and creditors of the Company as may be directed by the NCLT and approval of other regulatory or statutory authorities as may be required.
56. The standalone financial statements of the Company for the year ended 31st March 2022, were reviewed by the Audit Committee in their meeting held on 25th May 2022 and approved for issue by the Board of Directors at their meeting held on 26th May 2022.
1
India Web Portal Private Limited, Zee Digital Convergence Limited, Zee Network Distribution Limited were merged with Zee Studios Limited effective 18th November 2021
2
Deregistered as on 9th December 2020
ADeregistered as on 1st May 2020
aa Under liquidation w.e.f. 31st January 2021
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