MIRA INFORM REPORT

 

 

Report Date :

22.01.2008

 

IDENTIFICATION DETAILS

 

Name :

ZEE ENTERTAINMENT ENTERPRISES LIMITED

 

 

Formerly Known As :

ZEE TELEFILMS LIMITED

 

 

Registered Office :

135, Continental Building, 135, Dr. Annie Besant Road, Worli, Mumbai - 400 018, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.03.2007

 

 

Date of Incorporation :

25.11.1982

 

 

Com. Reg. No.:

11-28767

 

 

CIN No.:

[Company Identification No.]

L92132MH1982PLC028767

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMZ00074E

 

 

PAN No.:

[Permanent Account No.]

AAACZ0243R

 

 

Legal Form :

Public limited liability company.  The company's shares are listed on the Stock Exchanges.

 

 

Line of Business :

Supplying of software for television programmes. 

Subject is India’s first and largest vertically integrated media & entertainment company with its operations spread across more than 10 countries worldwide including India, the U.S.A., U. K., Europe, Africa, Caribbean, Canada, Australia, Middle East, and a few South Asian countries.

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Aa

 

RATING

STATUS

PROPOSED CREDIT LINE

71-85

Aa

Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums

Large

 

Maximum Credit Limit :

USD 77406632

 

 

Status :

Excellent

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a well established and reputed owners of "ZEE TV Channel" which has been immensely successful in last 4 years.  However, in the current year the company's channel faces threat from STAR TV (KBC Fame) and SONY.  The company's profitability is expected to be low in future.

 

Payments are usually correct and as per commitments.

 

The company can be considered normal for business dealings at usual trade terms and conditions.

 

 

LOCATIONS

 

Registered Office :

135, Continental Building, 135, Dr. Annie Besant Road, Worli, Mumbai - 400 018, Maharashtra, India

Tel. No.:

91-22-2496 5609 / 11 / 16 / 2493 9011 / 6697 1234

Fax No.:

91-22-2496 4334/24931938 / 2490 0302 / 0213

E-Mail :

dasa@zeenetwork.com

sanghavip@zeenetwork.com

Website :

http://www.zeetelevision.com

 

 

Corporate Office :

Chintamani Plaza, Andheri Kurla Road, Andheri [East], Mumbai – 400099, Maharashtra, India

Tel. No.:

91-22-56971234

Fax No.:

91-22-56976531

 

 

Branches :

NATIONAL

 

Ø                   No. 46, K. Bharathi Dasean Road, Alwarpet, Chennai – 600018, Tamil Nadu, India

Tel. No. 91-44-24320616

Fax No. 91-44-24640592

 

Ø                   Manasarovar, 3rd Floor, 3-B, Camac Street, Kolkata – 700016, West Bengal, India

Tel. No. 91-33-22467554

Fax No. 91-33-22463416

 

Ø                   No. 39, United Mansions, 3rd Floor, M. G. Road, Bangalore – 560001, Karnataka, India

Tel. No. 91-80-5599999

Fax No. 91-80-5323526

 

Ø                   No. 5, Aashiana Bunglow, Premchand Nagar Road, Ahmedabad – 380015, Gujarat, India

Tel. No. 91-79-6870060

Fax No. 91-79-6870669

 

Ø                   6-2-929, D. B. Enclave, Raj Bhavan Road, Kharitabad, Hyderabad – 500004, Andhra Pradesh, India

Tel. No. 91-40-23372323

Fax No. 91-40-23372822

 

Ø                   J – 27, South Extension, Part – 1, New Delhi – 110 049, INDIA

            Tel. No.: 91-11-2461 0834

            Fax No. 91-11-246408836/0839

 

Ø                   Filmcity 19, Sector 1/6-A, Noida – 201 301 Uttar Pradesh, India

      Tel. No.: 91-120-24511064

      Fax No. 91-120-25415240

 

Ø                   New Prakash Cinema Building, N. M. Joshi Marg, Delisle Road, Near Pragati Industries, Mumbai – 400013, Maharashtra, India

Tel. No. 91-22-23061726/27

Fax No. 91-22-23008501

 

Ø                   B-10, Essel House, Industrial Area, Lawrence Road, New Delhi – 110035, India

Tel. No. 91-11-27101145

Fax No. 91-11-27106128

 

Ø                   Chintamani Plaza, 4th Floor, Andheri – Kurla Road, Andheri [East], Mumbai – 400099, Maharashtra, India

Tel. No. 91-22-28369887/88

Fax No. 91-22-28369886

 

Ø                   5th Floor, Raddison Plaza, N H –8, New Delhi – 110037, India

Tel. No. 91-11-26779343/45 / 2836 9887 / 88

Fax No. 91-11-26779340/50 / 2836 9886

 

INTERNATIONAL

 

Ø                   1615, W Abram St., Ste 200 C-E, Arlington, Texas- 76013, USA

            Tel. No.: 817-274 2933

            Fax No.: 817-274 4845

 

Ø                   7, Belvue Business Centre, Belvue Road, Northolt, Middlesex UB5 5QQ, London, United Kingdom

            Tel. No.: 44-208 839 4000

            Fax No. 44-208 8458603

 

Ø                   272, Oak Avenue, Ground Floor, Atrium Terraces, Randburg 2194, South Africa

Tel. No.: 27-11 7810450

Fax No. 27 – 11 7813347

 

Ø                   Mr. Deepak Jain, Asia Today Limited,

            1201, Asia Standard Tower, 59-65, Queen’s Road, Central    Hong-Kong

            Tel. No.: [852] 2868 9060

            Fax No. [852] 2801 4346

 

Ø                   Mr. Vijay Parab, Expand Fast Holding Limited,    

500, Rifle Range Road, 01-09 Bukit Timah Satellite, Earth                        Station,

Singapore – 588-397

Tel. No. [656] 4669331

Fax No. [656] 4668837

 

Ø                   Ware House No. A3-36, P.O. Box 8009, SAIF Zone, Sharjah, United Arab

Emirates

Tel. No.: [971] 65570771

Fax No. [971] 65572397

 

Ø                   Suite 302, 781, Pacific Highway, Chatswood, NSW 2067, Australia

            Tel. No.: 612 9419 8522

 

 

DIRECTORS

 

Name :

Mr. Subhash Chandra

Designation :

Chairman & Managing Director

 

 

Name :

Mrs. Laxmi Narayan Goel

Designation :

Whole Time Director

 

 

Name :

Mr. Punit Goenka

Designation :

Whole Time Director

 

 

Name :

Mr. Ashok Kurien

Designation :

Director

 

 

Name :

Mr. B. K. Syngal

Designation :

Director

 

 

Name :

Mr. D. P. Naganand

Designation :

Director

 

 

Name :

Mr. Nemi Chand Jain

Designation :

Director

 

 

Name :

Mr. Rajan Jetley

Designation :

Director

 

 

Name :

Mr. M Y Khan

Designation :

Director                                                         

 

 

Name :

Mr. Gulam Noon

Designation :

Director

 

KEY EXECUTIVES

 

Name :

Mr. M Lakshminarayanan

Designation :

Company Sectary

 

 

Name :

Mr. Pradeep Guha

Designation :

CEO

 

 

Name :

Mr. Abhijit Saxena

Designation :

Zee TV

 

 

Name :

Mr. Ajay Kumar

Designation :

Zee Telugu

 

 

Name :

Mr. Amitabh Kumar

Designation :

Technology

 

 

Name :

Mr. Arun Khaitan

Designation :

Education

 

 

Name :

Mr. Ashish Kaul

Designation :

Corporate Brand Development

 

 

Name :

Mr. Bharat Ranga

Designation :

Zee Cinema and PAC

 

 

Name :

Mr. Himanshu Mody

Designation :

Zee Sports

 

 

Name :

Mr. Hitesh Vakil

Designation :

Finance

 

 

Name :

Mr. Indranil Chakravarti

Designation :

Zee Cafe, Zee Studio and Zee Trendz

 

 

Name :

Mr. Irswin Balvani

Designation :

Zee Muzic

 

 

Name :

Mr. Jawahar Goel

Designation :

SitiCable and Dish TV

 

 

Name :

Mrs. Laxmi Narain Goel

Designation :

Zee News and Zee Business

 

 

Name :

Mr. Nitin Vaidya

Designation :

Zee Marathi, Zee Bangla, Zee Gujarati and Zee Smile

 

 

Name :

Mr. Rabindra Narayan

Designation :

Zee Punjabi

 

 

Name :

Mr. Sanghamitra Ghosh

Designation :

Human Resources

 

 

Name :

Mr. Sanjay Jagtap

Designation :

Legal

 

 

Name :

Mr. Siddharth Jain

Designation :

Distribution

 

 

Name :

Mr. Yogesh  RadhaKrishnan

Designation :

Middle East Operations

 

 

Name :

Mrs. Sita L N Swamy

Designation :

Marketing

 

 

Name :

Mr. Sanjay Agrawal

Designation :

Finance

 

 

Name :

Mr. Neil Chakravarti

Designation :

Zee Café, Zee Studio and Zee Trendz

 

 

Name :

Mr. Joy Chakraborthy

Designation :

Advertising Sales

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

Names of Shareholders

No. of Shares

Percentage of Holding

 

 

 

Promoter Shareholding as on March 31, 2007

 

 

Delgrada Limited

82033402

18.92%

Jayneer Capital Private Limited

52346704

12.07%

Lazarus Investment Limited

11500000

2.65%

Prajatma Trading Company Private Limited

7574500

1.75%

Essel Infra Projects Limited

6400000

1.48%

Premier Finance And Trading Company Limited

6176000

1.42%

Ganjam Trading Company Private Limited

6016500

1.39%

Briggs Trading Company Limited

4451262

1.03%

Churu Trading Company Private Limited

3576000

0.82%

Ambience Advertising Private Limited

2275000

0.52%

Mr. Ashok Kurien

2042000

0.47%

Mrs. Laxmi Goel

1750000

0.40%

Mrs. Sushila Goel

680000

0.16%

Veena Investment Private Limited

431000

0.10%

Mrs. Sushila Devi

250000

0.06%

Total

187502368

43.24%

 

 

 

Top Ten Public Shareholding as on 31st March 2007

 

 

Life Insurance Corporation Of India

21427720

4.94%

Fid Funds (Mauritius) Limited

21244025

4.90%

Oppenheimer Funds Inc. A / C Oppenheimer Globalfund

19016242

4.39%

Icici Prudential Life Insurance Company Limited

9261573

2.14%

T Rowe Price Emerging Markets Stock Funds

9062212

2.09%

Templeton Mutual Fund A/C Franklin India Bluechip Fund

8213855

1.89%

HDFC Trustee Company Limited – HDFC Prudence Fund

7588771

1.75%

Lloyd George Investment Management (Bermuda) Limited A/C L G India Fund Limited

7324696

1.69%

Merrill Lynch Capital Markets Espana S.A , S V

6414600

1.48%

Sbi Mutual Fund Magnum Childrens Benefits Plan

6241820

1.44%

Total

115795514

26.71%

 

 

BUSINESS DETAILS

 

Line of Business :

Supplying of software for television programmes. 

Subject is India’s first and largest vertically integrated media & entertainment company with its operations spread across more than 10 countries worldwide including India, the U.S.A., U. K., Europe, Africa, Caribbean, Canada, Australia, Middle East, and a few South Asian countries.

 

 

Products :

Product Description  -            Item Code  (ITC Code)

Recorded Video Cassettes – 85249001

 

 

GENERAL INFORMATION

 

No. of Employees :

1500

 

 

Bankers :

Ø       Standard Chartered Bank

Ø       Jammu & Kashmir Bank

Ø       BNP Paribas

Ø       IDBI Bank Limited

Ø       ING Vyasa Bank Limited

Ø       Axis Bank

Ø       ICICI Bank Limited

Ø       HDFC Bank Limited

 

 

Facilities :

SECURED LOANS

 

31.03.2007

31.03.2006

 

(Rs. in millions)

 

 

Working Capital Finance From Banks

Secured by hypothecation of stocks (other than Program and Films Rights), book debts (other than advertisement commission and subscription receivables) and other current assets, all ranking pari passu with other financing banks and certain credits are further secured by charge on immovable properties and plant & machinery at Noida and advertisement commission receivables.

991.392

702.952

Term Loan From Banks

Secured by hypothecation by way of first charge of all program and film rights present and future on pari passu basis

0.000

449.998

Secured by hypothecation by way of first charge on pari passu basis of all domestic cable subscription receivables and programe and film rights and further secured by first charge exclusive on advertising receivables from sports channel.

[Due within a year Rs./Thousand 200,000 (Nil)]

 

801.000

0.000

Secured by hypothecation by way of first charge of all subscription receivables present and future. [Due within a year Rs Y Thousand Nil (400,000)]

0.000

433.337

Vehicle Loans (Due within a year Rs./Thousand 6,316 (8,520)) Hire Purchase/Lease Finance

14.242

24.436

(Secured by the hypothecation of specific assets.)

0.000

0.878

Total

1806.634

1611.601

Less : Transfer pursuant to the Scheme of Arrangement. (The loans transferred pursuant to the Scheme of Arrangement continue to be

secured against Company's assets as stated above)

0.000

1315.454

Total

1806.634

346.147

 

UNSECURED LOANS

 

31.03.2007

31.03.2006

 

(Rs. in millions)

Foreign Currency Convertible Bonds

233.881

4366.060

Short Term Loans

- External Commercial Borrowings

0.000

129.858

- From Banks

(Guaranteed by one of the directors and charge to be created on fixed assets and current assets [excluding assets which have exclusive charge] in case of default).

500.000

0.000

Total

733.881

4495.918

 

 

 

 

Banking Relations :

Good

 

 

Auditors :

 

Name :

MGB  and Company

Chartered Accountant

 

 

Subsidiaries :

Ø       E-Connect Limited

Ø       Programme Asia Trading Company Limited

Ø       El Zee Television Limited

Ø       Dakshin Media Limited

Ø       Kaveri Entertainment Limited

Ø       Siti Cable Network Limited

Ø       Zee Interactive Multimedia Limited

Ø       Zee Interactive Learning Systems Limited

Ø       Asia T.V. Limited, United States of America

Ø       Zee TV USA, Inc.

Ø       Asia TV (USA) Limited

Ø       Asia TV (Africa) Limited

Ø       Zee TV South Africa (Proprietary) Limited

Ø       Software Suppliers International Limited

Ø       Zee Multimedia Worldwide Limited, Mauritius

Ø       Zee Multimedia Worldwide Limited, BVI

 

 

Associates :

Ø       Siticable Network Limited* Subsidiary 236,562

Ø       Zee Turner Limited, Subsidiary 14,060

Ø       Zee Network Employees Welfare Trust Others

Ø       Padmalaya Telefilms Limited

Ø       Zee Sports Limited

Ø       Asia TV Limited

Ø       Asia Today Limited

 

 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

500000000

Equity shares

Rs. 1/- each

Rs.500.000 millions

2500000

Cumulative Redeemable Preference Shares

Rs. 100/- each

Rs.250.000 millions

 

 

Total

Rs.750.000millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

433566765

Equity shares

Rs. 1/- each

Rs.433.567 millions

 

 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2007

31.03.2006

31.03.2005

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

433.567

412.549

412.505

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

18918.091

15036.917

20955.000

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

19351.658

15449.466

21367.505

LOAN FUNDS

 

 

 

1] Secured Loans

1806.634

346.147

832.915

2] Unsecured Loans

733.881

4495.918

4388.000

TOTAL BORROWING

2540.515

4842.065

5220.915

DEFERRED TAX LIABILITIES

11.682

0.000

0.000

 

 

 

 

TOTAL

21903.855

20291.531

26588.420

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

932.116

1075.370

1680.658

Capital work-in-progress

121.631

77.582

111.707

 

 

 

 

INVESTMENT

13458.895

13448.171

15475.672

DEFERREX TAX ASSETS

0.000

5.692

55.172

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

2.520

91.860

7.476

 

Sundry Debtors

2839.238

2146.278

2866.339

 

Cash & Bank Balances

38.795

237.463

386.046

 

Other Current Assets

1874.330

1575.962

1811.089

 

Loans & Advances

6780.397

5969.558

8339.490

Total Current Assets

11535.280

10021.121

13410.440

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Current Liabilities

3327.790

3807.077

3373.652

 

Provisions

816.426

535.573

785.027

Total Current Liabilities

4144.216

4342.650

4158.679

Net Current Assets

7391.064

5678.471

9251.761

 

 

 

 

MISCELLANEOUS EXPENSES

0.149

6.245

13.550

 

 

 

 

TOTAL

21903.855

20291.531

26588.520

 

PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.03.2007

31.03.2006

31.03.2005

Sales Turnover

8676.786

8313.961

6930.712

Other Income

614.553

510.237

0.000

Total Income

9291.339

8824.198

6930.712

 

 

 

 

Profit/(Loss) Before Tax

2461.136

1010.960

1622.725

Provision for Taxation

799.050

344.768

0.000

Profit/(Loss) After Tax

1662.086

666.192

1622.725

 

 

 

 

Export Value

1150.109

1020.978

651.016

 

 

 

 

Import Value

675.277

2053.691

654.656

 

 

 

 

Expenditures :

 

 

 

 

Operational Cost / Cost of Goods

4783.788

5390.383

 

Personnel Cost

411.209

443.304

4091.092

 

Administrative and other Expenses

275.647

578.645

 

 

Selling and Distributions Expenses

1085.224

1112.452

 

Total Expenditure

6555.868

7524.784

4091.092

 

QUARTERLY RESULTS

 

Year

30.09.2007

30.06.2007

Type

2 Quarter

1st Quarter

Sales Turnover

2290.600

2244.300

Other Income

196.600

198.900

Total Income

2487.200

2443.200

Total Expenditure

1348.900

1364.900

Operating Profit

1138.300

1078.300

Interest

69.400

79.900

Gross Profit

1068.900

998.400

Depreciation

19.200

19.200

Tax

353.400

337.800

Reported PAT

696.300

641.400

 

KEY RATIOS

 

Year

31.03.2007

31.03.2006

31.03.2005

Debt-Equity Ratio

0.21

0.27

0.19

Long Term Debt-Equity Ratio

0.16

0.26

0.16

Current Ratio

2.04

2.56

2.55

TURNOVER RATIOS

Fixed Assets

6.67

4.81

3.35

Inventory

4.90

4.77

3.86

Debtors

3.48

3.32

2.64

Interest Cover Ratio

14.01

8.36

16.07

Operating Profit Margin(%)

31.53

15.86

43.05

Profit Before Interest And Tax Margin(%)

30.55

14.08

40.90

Cash Profit Margin(%)

20.14

10.10

27.22

Adjusted Net Profit Margin(%)

19.16

8.31

25.07

Return On Capital Employed(%)

12.57

4.99

10.65

Return On Net Worth(%)

9.55

3.75

7.76

 

 

LOCAL AGENCY FURTHER INFORMATION

 

HISTORY

Subject was founded in October 1992 as a content supplier for Zee TV - India's first Hindi satellite channel. It was promoted by Subhash Chandra, one of India's leading entrepreneurs, who sought to establish Subject as an 'infotainment' company focused on the convergence of media and communications.

 

Early in Subject's history, Subhash Chandra and the STAR group of companies entered into a joint venture for television broadcasting in India. When News Corp Limited acquired the satellite distribution business of Star, News Corp de facto became a partner of Subject. To further develop the relationship, News Corp and Subject subsequently co-founded Siticable one of the leading cable MSOs. In March 2000, after a six-year joint venture, Subject bought News Corp's stake in both the broadcasting business and Siticable.

 

People at Subject have built a diverse portfolio of leading businesses over time and have taken a host of strong Company-wide initiatives that drive growth and increases efficiency. Subject has a very strong consumer-connect and a set of common values that allows it to face any environment with confidence.

 
Subject is the largest vertically integrated Media and Entertainment Company in India, which serves more than 120 countries and reaches more than 300 millions viewers across the globe in seven different languages. The company has built a valuable portfolio of television programming assets including Zee TV, Zee Cinema, Zee Music, Zee News and the regional programming portfolio. During 2005 the company has launched Zee Sports, Zee Smile and Zee Telugu, Zee Business, Zee Kashmir (a one hour slot on Zee Punjabi). These network channels are now available on India's first Direct to Home platform, Dish TV. 

 
Subject extends South Asia beam of Zee TV to Hong Kong, Thailand, Philippines, Indonesia and Japan. There are over 300 Kid Zee centers internationally. 

 
The network today symbolize and serves diverse demo-graphics to provide the basic framework to give vent and shape to the aspirations of millions of South Asians; the aspirations in terms of hunger for entertainment, hunger for news, information and knowledge and appetite for exposure to the rich cultural heritage of India and its diverse language and regions.

 
Zee TV up to 1999 has been operating four channels, three of which were being played out of STAR TV facility in Hong Kong on lease basis. With the growth of the network into eleven channels, the launch of the DTO bouquet and the Alpha channels including the English channels, a decision was taken to install a fully owned facility in Singapore which can play-out ten channels. This facility was set up in a record time of three months and has been fully operational since middle of March 2000. 

 
Essel studios in Noida is the hub of its News production facilities for Zee news channel. The facility has two large studios where all the news bulletins are produced. The same is then sent to Hong Kong through an earth station installed by VSNL in the same premises. This contribution is down linked in Hong Kong and used for broadcasting on Zee News Channel. 

 
Zee Interactive Learning Systems provides education through franchise network, TV, Internet, strategic tie-ups with universities, colleges, and companies. 

 
The company's 100% subsidiary - Zee Multimedia Worldwide- BVI is the 100% holding company of Zee Multimedia Worldwide - Mauritius and others. The Mauritius company, in turn, has 5 wholly-owned subsidiaries. They are namely, Asia TV Limited, UK (space selling, broadcasting of Zee channels in UK and Europe), Zee TV Inc., USA (broadcasting of Zee channels in USA), Asia TV Africa (broadcasting of Zee channels in Africa through Asia TV SA Proprietary Limited), Zee Telefilms International (space seller in Middle East), and Software Suppliers International, UAE (for syndication of programmes outside India). 

 
Of this, Zee TV Inc. USA has got another subsidiary called Asia TV (USA) which is the space seller in USA. 

 
In September 1999, subject acquired Zee Multimedia Worldwide Limited (ZMWL). Following this acquisition, all the international operations including the broadcasting business of ZMWL came under subject's control. ZTL acquired News Corp's 50% stake in Asia Today Limited (ATL), Siticable, and Programme Asia Trading Company Limited and now owns 100% of these businesses. The consideration paid for the acquisition was USD 296.51 millions 

 
Zee group pioneered Siticable in the year 1994 to provide cable TV service. Siticable acquired strong presence in the Indian market with its city specific channel called Siti channel, which provides content and programmes based on city's civic issues and social problems. 

 
Subject has entered into a joint venture with MGM, US, for its English movie channel.  

 
In May, 2001, Zee Telefilms has decided to induct a strategic partner, preferably an international media major to strengthen its financial and technical strengths to achieve high growth in the field of convergence. ZTL has converted its flagship Zee TV into a pay channel with effect from 10 June 2001. 

 
Zee Telefilms has come out with Open offer to acquire 2339900 fully paid-up equity shares of Rs 10/- each of ETC Networks. It represents 20% of the voting equity share capital at a price of Rs 31.52/- per fully paid up equity share. The issue opens on 3rd Apr. 2002 and closes on 3rd May 2002. 

 
In order to optimize shareholders value, the Board of Directors of Zee Telefilms cleared a corporate restructuring proposal as a result of which eleven subsidiaries of Subject would be either merged with it or wound up, subject to necessary regulatory approvals. The companies that are proposed to go are E-connect India, Programme Asia Trading Company, Elzee Television, Kaveri Entertainment, Dakshin Media, Winterheath Company, Mauritius, Hokushan Trading, Hongkong, Expand Fast Holdings, BVI, Zee Multimedia Worldwide, BVI, Asia TV, USA, Zee TV SA, and South Africa.

   
As a part of this corporate restructuring, in fiscal year 2002-03 The company has merged its subsidiaries companies, Kaveri Entertainment Limited, Elzee Television Limited and Programme Asia Trading Company Limited with itself. 

 
In the year 2003-04 the company has merged Dakshin Media Limited with itself and Asia TV (Africa) Limited, Software Supplies (International) Limited, Zee Telefilms International Limited and Zee MGM Limited was merged with Asia Today Limited, Mauritius. In addition, Asia TV (Netherlands) Limited BVI was wound up.

 
During 2005, Expand Fast Holdings Limited, One of the overseas subsidiaries, merged with Asia Today Limited, Mauritius (ATL). ATL the wholly subsidiary of Winterheath Company Limited (WCL) merged with its holding company. After this merger WCL changed its name to Asia Today Limited ATL has acquired 100% equity stake in Pan Asia Infrastructure Limited, a Mauritius based company. 

 
In 2004-05 the company has divested its equity stake of 63.80% in Padamalaya Enterprises Private Limited (PEPL), which was the holding company of Padamalaya Telefilms Limited (PTL) due to their irregularities in the management. The company divest its equity in PEPL stake for a consideration, discharged by way of transfer of two pieces of land admeasuring 20339 sq. mtrs. situated at Jubliee Hills Hyderabad. Further ETC Networks Limited has amalgamated with Econnect India Limited with effect from 1st April 2003 in the ratio of 1:1. Both the companies are the subsidiaries of the company. Subsequent to this amalgamation the name of Econnect has been changed to ETC Networks Limited 

 
The subsidiaries of subject are 25FPS Media Private Limited, Central Bombay Cable Network Private Limited, ETC Networks Limited, Integrated Subscriber Management Services Limited, New Era Entertainment Network Limited, Siti Cable Network Limited (SITI), Siti Cable Broadband South Private Limited, Zee Turner Limited, Zee Interactive Learning Systems Limited, Zee Sports Limited, Asia Business Broadcasting (Mauritius) Limited, Asia TV Limited UK, Asia Today Limited, Expand Fast Holdings (Singapore) Pte. Limited, Pan Asia Infrastructure Limited, Zee TV USA, Inc., Zee TV South Africa (Proprietary) Limited, Zee Multimedia Worldwide (Mauritius) Limited and Zee Multimedia Worldwide Limited BVI. Also the company has formed a new subsidiary in Dubai Zee Telefilms Middle East FZLLC and share capital is held by Asia Today Limited

 

Restructuring of News and Current Affairs Business As reported in the previous years' annual report, due to changes in the Up linking Guidelines, the Company is required to transfer its business relating to up linking of News and Current affairs programming on its channels including 'Zee News' to another entity. The Company had sought certain clarification from Government of India, Ministry of Information and Broadcasting regarding structure and modalities of such transfer of business. Recently necessary clarification has been received.

 

To comply with the guidelines, the Company has entered into a Memorandum of Understanding with Zee News Limited, a company 100% owned by Indian nationals, for transfer of physical infrastructure, the editorial team and other staff related to production and broadcast of News and Current Affairs programs on Zee network channels including the Zee News Channel. Zee News Limited would accordingly have complete news gathering responsibilities as well as editorial control over the News and Current Affairs content. For getting requisite members' approval, an appropriate resolution by Postal Ballot is being moved before the shareholders. Corporate Restructuring of Overseas subsidiaries The Company has initiated various measures to make its corporate structure simple and transparent. During the year under review, Expand Fast Holdings Limited, one of the overseas subsidiaries, merged with Asia Today Limited, Mauritius (ATL). Also, ATL, the wholly owned subsidiary of Winterheath Company Limited (WCL) merged with its Divestment of Equity Stake in Padamalaya Enterprises Private Limited. The Company was holding 63.80% equity stake in Padamalaya Enterprises Private Limited (PEPL), which was the holding company of Padamalaya Telefilms Limited (PTL). Mr. G.A. Shesagirirao was the Managing Director and was entrusted with the complete control over the dayto- day management of PTL. Sometime during the year under review the Company came to know about irregularities in the day-to-day management of PTL and PEPL. A detailed investigation, through a reputed firm of chartered accountants, was conducted into the affairs of PTL and PEPL. The investigation revealed that the management of PTL and PEPL were not being conducted in a business like manner and the accounts were not reflective of true and fair view of the state of affairs of the Company. The assets held in PEPL were misappropriated to the detriment of the Company. The Company took immediate measures to recover its investment in PEPL After due deliberations with the promoters of PTL and in order to avoid protracted litigation the Company agreed to divest its entire shareholding in PEPL for a consideration, discharged by way of transfer of two pieces of land admeasuring 20,339 sq. mtrs., situated at Jubliee Hills, Hyderabad. In view of the foregoing, PEPL and its subsidiaries cease to be subsidiaries of the Company.

 

DIRECTOR REPORTS:

 

BUSINESS OVERVIEW 

The Company has further consolidated its position in the Media and Entertainment space. With expansion of TAM panel, Zee TV was the least affected channel in the GEC segment demonstrating high quality shows the Company presents. The launch of new soap Maayka' Parivaar' and Meri Doli Tere Angana' during the year under review with already established properties like Ghar ki Lakshmi .Betiyaan', Dulhan', Saath Phere', Kasamh Se', and Sa Re Ga Ma Pa', Zee TV has been able to establish and broaden the reportere of successful shows in this kitty. The Company has regained leadership position in the 9 p.m. to 10 p.m. slot and Betiyaan' continues to make further gains in ratings. Zee Cafe has witnessed a major success in the current year and is continuously surpassing the competitors in its genre, whereas Zee Cinema continues to maintain its leadership position. These in the aggregate, lead to substantial growth in advertising revenues during the year on a like to like basis. Additionally, acquisition of Ten Sports' during the year has further strengthened the Company's position in the Sports Genre.

 Current year saw introduction of Conditional Access System (CAS) in major cities and CAS coverage is expected to be enlarged to other areas. This shall lead to higher subscription declaration levels and the Company hopes to benefit from introduction of CAS by increased subscription revenues. The successful completion of de-merger of undertakings has resulted in maximizing shareholder wealth during the year. 

DEMERGER OF BUSINESS UNDERTAKINGS 

Upon receipt of the approval at the Court convened meetings and the Extra Ordinary General Meeting held on July 25, 2006, the approvals of the Hon'ble High Courts of Bombay and Delhi, and other regulatory authorities, the Company has successfully concluded the process of de-merger of its News, Cable and Direct Consumer Services business undertakings during the year under review. Respective resultant entities viz. Zee News Limited (ZNL') for news business, Wire and Wireless (India) Limited (WWIL') for cable business and Dish TV India Limited (formerly known as ASC Enterprises Limited) (Dish TV')have issued shares to the shareholders of the Company and subsequently the shares of ZNL, WWIL and Dish TV have been listed at the Stock Exchanges. 
 
SUBSIDIARIES and JOINT VENTURES 

Consequent to Demerger of Cable and DCS Business Undertakings of the Company, the subsidiaries of the Company pertaining to the said Business Undertakings viz. Siti Cable Network Limited, Central Bombay Cable Networks Private Limited, Integrated Subscribers Management Services Limited, New Era Entertainment Network Limited, Siti Cable Broad and South Limited and Indian Cable Net Company Limited ceased to be subsidiaries of the Company from the dates of effectiveness of respective of Scheme(s) of Arrangement. 

 

During the year, Asia Today Limited, Mauritius (ATL), a wholly owned overseas subsidiary of the Company formed the following wholly owned subsidiaries: 

·         Zee Technologies (Guangzhou) Limited, China with effect from July 11, 2006; 

·         Zee Sports International Limited, Mauritius, with effect from September 14, 2006; and 

·         Zee Sports Americas Limited, Mauritius, with effect from January 10, 2007, as wholly owned subsidiary of Zee Sports International Limited, Mauritius. 

 
The Company exited from its investment in 25 FPS Media Private Limited (25 FPS) and consequently 25 FPS ceased to be a subsidiary with effect from July 24, 2006.

As reported in Directors' Report for the financial year 2006, in November, 2006 Zee Sports International Limited, Mauritius, has acquired 50% stake with majority representation in the Board in Taj TV Limited, Mauritius, the Company which owns Ten Sports' channel and the Company has acquired 50% stake with majority representation in the Board in Taj Television India Private Limited, Mumbai which is the distribution arm of Ten Sports in India. 

Pursuant to the buyback announced and concluded by ETC Networks Limited, a listed subsidiary of the Company, the Company's holding in the said subsidiary currently stands at 55.29% as compared to the earlier holding of 51.33%.

Ministry of Corporate Affairs, Government of India, has vide letter ref. no. 47/259/2007-CL-III dated July 16, 2007, granted exemption to the Company from provisions of Section 212(1) of the Companies Act, 1956, with regard to attaching the balance sheet, profit and loss account etc. of the Subsidiaries of the Company to the accounts of the Company for the financial year 2006-07. Accounts of the Subsidiary Companies are kept open for inspection by members and copies would be made available on request.

Highlights of Subsidiary Company's operations providing relevant details as prescribed in the approval is attached and forms part of the Annual Report. 

SHARE CAPITAL 

During the financial year 2006-07, the Company had issued, allotted and listed 20950516 Equity Shares of Re. 1 each, upon conversion of 9417 Foreign Currency Convertible Bonds (FCCBs) of US $ 10,000 each issued in 2004. As on date, out of FCCBs aggregating US $ 100 Millions issued in the year 2004, only US $ 5.33 Millions are outstanding. 

 

CHANGE OF NAME 

Upon receipt of all approvals, change in the name of the Company from Zee Telefilms Limited to Zee Entertainment Enterprises Limited had become effective from January 10, 2007. Consequently, the trading symbol for the equity shares of the Company at the National Stock Exchange has been changed from ZEETELE' to SUBJECT' with effect from February 28, 2007. At the Bombay Stock Exchange, there is no change in the ticker number allotted to the Company which remains the same as 505537'. 

 

PUBLIC DEPOSITS 

During the year, the Company has not accepted or renewed any Deposits, but has honoured all commitments to its existing depositors. 

 

CORPORATE GOVERNANCE

Besides strict compliance of Clause 49 of the Listing Agreement, the Company is also benchmarking itself with well-established Corporate Governance practices. Given the emerging pivotal role of Independent Directors in bringing about good governance, the Company continues its efforts in optimum utilization of their expertise and involving them in all critical decision making processes. A separate report on Corporate Governance together with Auditors' Certificate on compliance is attached to this Annual Report as also a Management Discussion and Analysis statement. 

 

MANAGEMENT DISCUSSION AND ANALYSIS 

The figures have been stated in Rs. Millions in the MD and A for better readability instead of Rs. Thousands as stated in the financial statements. 

 
Investors are cautioned that this discussion contains forward looking statements that involve risks and uncertainties including, but not limited to, risks inherent in the Company's growth strategy, acquisition plans, dependence on certain businesses, dependence on availability of qualified and trained manpower and other factors. The following discussion and analysis should be read in conjunction with the Company's financial statements included herein and the notes thereto. 


Industry Overview: 

·         With 112 millions TV households, India is the third largest TV market in the world with a penetration level of 59%. Expected to grow at 7-8% over the next 5 years. 

·         C and S TV Households stand at 68 millions Households with a penetration level of 61%. 

·         Indian households expected to grow from 215 millions in 2007 to 238 millions based on population rate of growth of 2.5%. 

·         Growing urbanization and increasing trend towards nuclear families would result in a higher number of households. Households with TV estimated to grow from 112 millions to 151 millions by 2011. Many urban household opting for multiple television sets. C and S Households expected to go up from current 68 millions to 110 millions households in 2011. 

·         DTH households expected to grow to around 27 millions in 2011. 

·         Digital cable estimated to grow to 28 millions in 2011. 

·         Subscription revenue to grow at 25% CAGR over the next five years.

·         Broadcasters share of subscription revenue to grow faster at 58%. 

 
Times are changing: 

The industry is set to script a new story, with the key participants taking control of their respective operation. The fact that television has the inherent advantages of high reach, low cost of advertising and a relatively lower cost of entertainment (as compared to films) is expected to provide even more momentum to the television revolution. Given the non-linear business models, media businesses trade at a premium and have future embedded value, depending on management and scalability. Also, the Media Industry is crippled by lacunas like poor regulations, fragmented markets, low investments, fickle Revenue models and leakages. As inefficiencies are eliminated, the environment could only get better. The very fact that there is tremendous untapped potential in Advertising market can be depicted from the graph below where India is one of the lowest Ad spenders globally. 

 
COMPANY OVERVIEW: 

Zee Entertainment Enterprises Limited (Zee) (BSE: ZEE.BO and NSE: ZEE.NS) is India's largest vertically integrated media and entertainment company.

 

The Company was formed in 1982. 

 
Subject is a global content powerhouse. The Company broadcasts India's leading television channels including Zee TV, Zee Cinema, Zee Sports, Zee Cafe, Zee Studio, Zee Music and ETC. The Company caters to global South Asian Diaspora reaching close to 500 millions viewers across the globe.

 
Zee TV: 

Zee TV has further strengthened its position to No. 2 in the GEC segment by narrowing the gap with No. 1 and broadening the gap with No. 3 channel respectively in the genre. 


Continuous infusion of freshness in content to attract and retain fleeting attention.

 
Consolidating high yielding time bands to build channel loyalty as against mere programme loyalty. 
 
Launch of new programs like Johny ala Re, Shabaash India, Betiyaan, Banoo Main Teri Dulhan, Teen Bahuraaniyaan, Maayka, Antakshari, Raavan, Jab Love Hua, etc. has widened the variety of offerings. Add to this the continuing strength of Kasamh Se and Saat Phere, the lineup on Zee TV looks very formidable. As on the week ending March 31, 2007, Zee TV had 19 programmes in the Top 50 and 28 programmes in the Top 100. 

 
Zee TV is the only channel in the GEC Genre which is on an upward trend. 

 
Zee Cinema continues to be the numero uno movie channel. With special series like Amitabh Movies, Klub, etc. the channel has further strengthened its numero uno position in Movies genre. 


Zee Cafe offers the widest variety of English Entertainment programmes including sitcoms, Dramas, Soaps, Reality, hat Shows, Fashion, Travel, Music, Action, Hollywood and Bollywood news and snippets. 

 
The Company has acquired a 50% stake in the premiere sports channel Ten Sports'. With the acquisition of Ten Sports, the Company has strengthened and broadened its presence in the sports genre catering to both cricket and football viewers.

 

The operations of Subject can be classified into four main areas: 

·          Content and Broadcasting, which includes production, aggregation and broadcasting of TV software.

·         Film production and distribution, consisting of production, acquisition and distribution of films. 

·         Education business, which includes ground learning centers in animation and media arts and also distance learning. 

·         Others. 

 

The segment pertaining to Access' has been discontinued in the current year due to Demerger of distribution business to Wire and Wireless India Limited and Dish TV India Limited. 


1. Content and Broadcasting

Content: 
The Content business comprises various General entertainment, Sports, Movies, Music and English channels, software production related activities including ideation, development, creation of television programs and acquisition of film rights for cable and satellite television. 

 

Broadcasting: 
Zee Entertainment Enterprises Limited broadcasts 15 channels in the Indian subcontinent and several channels worldwide and reaches more than 500 millions people across the globe. 'Zee' is a strong brand in India and, among the Indian diaspora, internationally as well. Zee TV, its flagship television channel launched in 1992, was the first Hindi general entertainment satellite channel in India. Other television channels include Zee Cinema, the first Hindi Cinema channel in India, Zee smile, a comedy channel, Zee Music, Zee Cafe, an English general entertainment channel, Zee Studio, an English Movie channel, Zee Trendz, a channel dedicated to fashion, ETC Music and ETC Punjabi. The Company also offers 3 24-Hour specialized movie channels, Zee Premier, Zee Action, and Zee Classic apart from a religious and lifestyle channel Zee Jagran. The Companyis also present in the sports genre through its channel Zee Sports' and Ten Sports'. 

 
Subject generates subscription revenue through its Broadcasting operations in India and abroad or the licensing of broadcasting rights of its channels in certain international markets. The Company beams its channels to over 120 countries through various distribution platforms, and has entered into agreements with DTH and local cable operators in each of the countries in which its channels are distributed. Under these agreements, Subject generally receives subscription or licensing fees from these operators and it retains the advertising revenue it sells on its channels. Subject's principal broadcasting operations are, apart from India, the USA, Canada, Caribbean, UK, Europe, Africa, Middle East, Indonesia, Malaysia, and other parts of South Asia. 

 

·         In UK and Europe, Zee offers a 5-channel package of Zee TV, Zee Cinema, Zee Music, Zee Gujarati and Zee ETC Punjabi. It has around 174000 subscribers both on cable and DTH. 

·         The US operations started in 1998 and has four channels Zee TV, Zee Cinema, Zee Gujarati and Zee Punjabi with a combined subscriber base of around 288000. 

·         Zee's Africa operations have been steady with a base of approximately 73,000 subscribers for Zee TV. 

·         Zee broadcasts Zee TV and Zee Punjabi in Canada, where it has around 123000 subscribers. It has another 131000 subscribers in the Caribbean countries. 

·         Zee has a subscriber base of around 246000 in the Middle East and of about 2318000 in South East Asia. 

·         Zee TV and Zee Cinema are the No. 2 and No. 3 channels in the country (across all Genres). Zee cinema is also a leader in its own genre of Hindi Movies. 

·         Zee Sports is a fast growing franchisee showcasing some of the leading football and cricket properties. To further strengthen its position in sports genre, Zee has acquired a 50% stake in an established sports channel with of wide viewer ship in South Asia and the Middleeast, Ten sports'. 

 
 2. Education: 

Zee Education began its activities in 1994 as a division of erstwhile Zee Telefilms Ltd. Zee Interactive Learning System' was formed in 1999 to create a learning network and deliver a variety of educational content and solutions for a range of careers and vocations through multiple delivery platforms. Apart from owned ground based centres, ZILS has been successful in establishing a pre-school learning centre franchise under the brand name Kidzee'; it has more than 600 such operational centres in India and abroad. 

 
Recently ZILS has been accredited with ISO 9001: 2000 certification by British Standards Institution (BSI) for its remarkable quality practices to design and deploy educational content. Today ZILS is one of the most diversified companies in impartation of pre-school, career and vocational training in India, delivering learning solutions and training to various segments of society through its multiple divisions viz.: 


KIDZEE: 
Playgroup, Nursery, Jr. K.G., Sr. K.G., Activity Centre. 

ZIMA: 
Zee Institute of Media Arts. 

ZICA: 
Classical and Digital Animation training Academy. 


3. Film production and Distribution

The division has been dormant in the current year while it observes developments in the industry and its transition to the organized sector.

 

The Company is continuing with this segment as there are plans to re enter this segment of the business. 
 
4. Others: 

This segment consists of sale of Set Top Boxes. 

 
BUSINESS STRATEGY: 

With the evolvement of Media Sector, Broadcasters stand to gain on more than one front viz. higher share in pay revenues, a higher ARPU, transparent Reporting, Government Regulations that systemise operational flows, etc. 
 
 The key elements of Zee's strategy during the year were (i) to improve its position in the TV broadcasting segment with viewer enhanced content and programming, (ii) expand its channel bouquet offerings, and (iii) focus on shareholder value enhancement, and (iv) Maintain consistently high standards of corporate governance. 
 
(i) Position within the TV broadcasting segment industry and viewer enhanced content and programming: 
Zee has had a very good run in the year 2006-07. Its flagship channel Zee TV has maintained a strong No. 2 Position in the GEC genre and is seen as a serious challenger for the No. 1 spot. Subject currently has 19 shows in the Top 50 and 28 shows in the Top 100. 

 
(ii) Expansion of channel bouquet offerings:

Zee has been continuously adding channels to its bouquet of offerings over the years. This policy of providing the viewers an increased choice while covering all viewer groups and genres of programming has enabled the Company to gain an unmatched viewership on a national and global basis. Of particular mention would be acquisition of Ten Sports', the premium sports channel. 

 
(iii) Focus on shareholder value enhancement: Shareholder value has always been a prime priority of Zee. The completed corporate restructuring in the form of Demerger of its News, Cable and DTH operations has already resulted in the unlocking of shareholder value. The restructuring also creates the opportunity for focused management and the commitment gains that shall result in growth in shareholder value at each of its demerged entities thereby providing higher returns to its shareholders. 

 
(iv) Corporate Governance: 

Zee firmly believes that good governance is critical to sustaining corporate development, increasing productivity and competitiveness and creating shareholder wealth. The governance process should ensure that the available resources are utilized in a manner that meets the aspirations of all its stakeholders. The Company's essential charter is shaped by the objectives of transparency, professionalism and accountability. The Company continuously endeavours to improve on these aspects on an ongoing basis. 

 
With the increasing emphasis on transparency and accountability, standards have been set by various governing bodies on disclosure as well as judiciousness in conduct. Zee has always tried to go a step further in this direction. 
 
STAND-ALONE FINANCIALS

RESULTS OF OPERATIONS: 

Non-Consolidated Financial Information for the Year Ended March 31, 2007 compared to the Year Ended March 31, 2006. 

 

Figures pertaining to 2005-06 are for Zee Entertainment Enterprises Limited (Pre Demerger), and hence are not comparable with figures of 2006-07 which relate to Zee Entertainment Enterprises Limited (Post Demerger). They have provided a comparison between Subject (Illustrative) figures for 2005-06 and Subject (Audited) figures for 2006-07 on a like to like basis for better understanding. 

 
Total Revenue: 

Total revenue increased Rs. 467.1 millions, or 5% from 8824.2 millions to Rs. 9291.3 millions. On a like to like basis, the same has gone up from Rs.7098.2 millions to Rs. 9291.3 millions an increase of Rs. 2193.1 millions or 31% due to higher Sales and Services and Other Income.

 
Sales and Services: 

Revenue from Sales and Services increased Rs. 362.8 millions, or 4% from Rs.8314.0 millions to Rs. 8676.8 millions. On a like to like basis, the same has gone up from Rs. 6657.6 millions to Rs. 8676.8 millions an increase of Rs. 2019.2 millions or 30%, major contributor being Advertisement Revenue on account of better performance of Zee TV and other channels. Subscription Revenue has also seen a handsome growth of 29% as compatred to previous year. 

 
Interest and Other Income: 

Interest and Other income increased by Rs. 104.3 millions or 20% from Rs. 510.2 millions to Rs. 614.6 millions in 2007 on account of higher Interest Income. 

 
On a like to like basis, the same has gone up from Rs. 440.6 millions to Rs. 614.6 millions an increase of Rs. 174.0 millions or 39% on account of higher Interest income. 

 

Total Expenditure: 

Total expenditure decreased by Rs. 968.9 millions or 13% from Rs. 7524.8 millions to Rs. 6555.9 millions. 
 
On a like to like basis, the same has gone up from Rs. 5781.0 millions to Rs.6555.9 millions an increase of Rs. 774.9 millions or 13%. The major contributor to this is Programming Cost and Personnel Cost. 

 
Operational Cost/Cost of Goods: 

Operational cost/Cost of Goods decreased Rs. 606.6 millions, or 11%, from Rs. 5390.4 millions in 2006 to Rs. 4783.8 millions in 2007. 

 
On a like to like basis, the same has gone up from Rs. 4150.3 million to Rs. 4783.8 million an increase of Rs. 633.5 million or 15%. Increased thrust on account of new programmes had a major impact on the Cost of Goods sold. As a % of sales, the same was 55% in 2007 against 62% in 2006.

 
Personnel Cost: 

Personnel cost decreased Rs. 32.1 million, or 7%, from Rs. 443.3 million in 2006 to Rs. 411.2 million in 2007. On a like to like basis, the same has gone up from Rs. 303.7 million to Rs. 411.2 million a rise of 35%. This rise is on account of increase in manpower and increments. As a % of sales, the same was 5% in 2007 as well in 2006. 
 

 


Administrative and Other expenses: 

Administrative and Other expenses decreased from Rs. 578.6 millions to Rs. 275.6 millions, a decrease of Rs. 303.0 millions or 52%. 

 

On a like to like basis, the same has gone down from Rs. 456.6 millions to Rs. 275.6 millions a fall of Rs. 180.9 millions or 40%. As a % of sales, the same was 3% in 2007 against 7% in 2006. 

 
Selling and Distribution expenses: 

Selling and Distribution expenses have decreased by Rs. 27 millions or 2% from Rs. 1,112.5 millions to Rs.1085.2 millions. On a like to like basis, the same has gone up from Rs. 870.5 millions to Rs. 1085.2 millions an increase of Rs. 214.7 millions or 25%. New marketing initiatives including promotion of new programmes have led to this rise. Higher spend on carriage fees also led to an increase in selling and distribution expenses. As a % of sales, it has remained the same at 13% in 2007. 

 
Operating Profit: 

Operating profit increased Rs. 1436.1 millions, or 111%, from Rs. 1299.4 millions in 2006 to Rs. 2735.5 millions in 2007. On a like to like basis, the same has gone up from Rs. 1317.2 millions to Rs. 2735.5 millions an increase of Rs.1418.3 millions or 108%. Revenues have outpaced incremental costs resulting in an improvement of operating margin from 19% in 2006 to 29% in 2007. 


Financial Expenses: 

Financial expenses increased by Rs. 49.2 millions or 35%. On a like to like basis, the same has gone up from Rs. 47.7 millions to Rs. 189.2 millions an increase of Rs.141.5 millions which is on account of higher interest cost during the year. 


Depreciation and Amortisation: 

Depreciation decreased by Rs. 63.4 millions, or 43%, from Rs. 148.5 millions to Rs. 85.2 millions. 


On a like to like basis, the same has gone up from Rs. 76.1 millions to Rs. 85.2 millions an increase of Rs. 9.1 millions or 12%. Profit Before Tax and Exceptional Items Profit before tax and exceptional items increased Rs.1450.2 millions or 143%, from Rs. 1011.0 millions in 2006 to Rs. 2461.2 millions in 2007. 

 
On a like to like basis, the same has gone up from Rs. 1193.4 millions to Rs. 2461.1 millions an increase of Rs.1267.1 millions or 106%. 

 
Exceptional Item: 

Exceptional Item Rs. NIL millions. 

 
Provision for Taxation: 

Provision for taxation increased to Rs. 799.1 millions from Rs. 364.1 millions. 

 
On a like to like basis, the same has gone up from Rs. 388.0 millions to Rs. 799.1 millions an increase of Rs. 411.1 millions or 106%. Effective Tax Rate works out to 33% against 32% in the previous year. 

 
Profit After Tax for the Period: 

Profit after tax for the year increased to Rs. 1662.1 millions from Rs. 690.8 millions, an increase of 141%.

  
On a like to like basis, the same has gone up from Rs. 786.0 millions to Rs. 1662.1 millions an increase of Rs. 876.1 millions or 111% resulting in an improvement of Net Profit margin from 11% in 2006 to 18% in 2007.


B. FINANCIAL POSITION: 

Non-Consolidated Financial Position as on March 31, 2007 as compared to March 31, 2006. 

 
Sources of Funds:

Share Capital, Reserves and Surplus: 

Equity Share Capital increased from Rs. 412.5 to Rs. 433.6 in 2007 on account of conversion of FCCBs. Change in Reserves and Surplus was on account of increase in Share Premium due to conversion of FCCBs at a premium of Rs. 196.2/share. This was partly offset by reduction in Share Premium account pursuant to scheme of Demerger of DCS business. 

 
Loan Funds: 

Total loan funds as on March 31, 2007 stood at Rs. 2540.5 millions down from Rs. 4842.1 millions. The main reason being conversion of FCCBs in to Equity.

  
Application of Funds: 

Fixed Assets: 

During the year, there was a decrease in its Fixed Assets (net) by Rs. 99.2 millions. This is on account of Demerger of assets of Direct Consumer Business to the tune of Rs. 272.9 millions partly compensated by addition on account of capitalization of software library during the year to the tune of Rs. 110.0 millions.

 
The Net Block decreased Rs. 143.3 millions from Rs. 1075.4 millions as on March 31, 2006 to Rs. 932.1 millions as on March 31, 2007. 

 

Fixed Assets :

 

Ø       Land ( Leasehold )

Ø       Buildings

Ø       Plant and Machinery

Ø       Equipments

Ø       Furniture and Fixtures

Ø       Vehicle

Ø       Leasehold Improvements

 

OTHER INFORMATION:

CONTINGENT LIABLITIES

31.03.2007

31.03.2006

 

(in Millions)

Corporate guarantees:

- for subsidiaries to the extent of loans

availed/outstanding Rs./Thousand 568418 (Nil)

1315.500

0.000

 

 

 

- for other related parties outstanding

Rs./Thousand 4168565 (Rs./Thousand 911543)

4604.250

1152.500

 

 

 

Bank/counter guarantees outstanding

(out of the above bank guarantee of Rs. 2631000 has expired after the Balance Sheet Date)

2637.200

0.250

 

 

 

(c) Claims against the company not acknowledged as debts

201.894

233.806

 

 

 

Disputed Direct Taxes :

117.215

95.807

 

 

 

(e) Disputed Service Tax (Since Cancelled)

0.000

295.180

 

 

 

(f) Letters of credit (net of liability provided)

94.069

47.602

 

 

 

(g) Uncalled liability on shares partly paid

20.000

20.000

 

 

 

(h) Legal cases against the company

Unascertainable

 Unascertainable

 

 

 

(i) The loans transferred pursuant to the scheme of arrangement continue to be secured against the Company's assets. The loans outstanding in the books of transferee companies as on at March 31, 2007 is Rs. 945.272 millions.

 

AS PER WEBSITE

Zee Telefilms Limited (Zee) (BSE: ZEE.BO and NSE: ZEE.NS) is India's largest vertically integrated media and entertainment company.

 

Zee has an integrated range of businesses, encompassing the content-to-consumer value chain of media and entertainment business. Zee is a pioneer in India, in every aspect of content aggregation and distribution through satellite, cable and Internet.

 

Zee is

 

v      The largest producer and aggregator of Hindi programming in the world,

v      With more than 30,000 hours of original programming in the library

v      One of the most popular entertainment brands in India. It was ranked

v      As the ninth most popular brand within a decade of its launch

v      The largest MSO in India with an estimated reach of 6.5 million household

v      One of the largest Indian multiple distribution platforms with an estimated

v      Reach of 350 million viewers in over 120 countries globally including USA,

v      Canada, Europe, Africa, the Middle East, South East Asia, Australia and

v      New Zealand

 

Zee has many firsts to its credit

 

v      First listed media company in India

v      First to launch a Hindi general entertainment channel in India - Zee TV

v      First to launch a Hindi cinema channel in India - Zee Cinema

v      First to launch a 24 hour Hindi News Channel in India - Zee News

v      First to set up MSO operations at a national level - Siticable

v      First to corporatise the Hindi film industry - Gadar

v      First to launch a regional bouquet of channels - Zee Marathi, Zee Punjabi, Zee Bangla, Zee Gujarati.

 

Business

Subject is the pioneer of satellite broadcasting in India and is one of the first private-sector entrants to the Indian broadcasting industry. It launched its flagship television channel Zee TV, in the year 1992. Since then, it has transformed itself into an integrated media conglomerate with operations spanning the entire media spectrum including television programming; satellite broadcasting; cable distribution; production and distribution of films; music publishing, long distance education and the creation of animation software.

Zee began with producing general entertainment content for the channel Zee TV (primarily in Hindi), which was then broadcast through an associate company in the South Asian region. The mass appeal of the Zee brand has continued to grow and in 1999 it was voted the "ninth most popular brand" in India by A and M magazine.

The company seeks to address the entertainment and information needs of South Asians spread across the globe. Zee boasts its presence in all major markets in the world, including Asia Pacific, the Middle East, the United Kingdom, the United States of America, Africa, the Caribbean Islands and Canada.

 

Key Milestones

2003:

 

v      Launched five new channels for the DTH market viz Action Cinema, Classic Cinema, MX,  Premiere Cinema and Smile TV

v      Entered into a distribution tie-up with Rajshri Pictures for theatrical distriution of films in India
Launched "Trendz"- A premium Fashion and Style channel, targeted at the fashion conscious Indian consumer.

 

2002:

v      Acquired controlling stakes in ETC Networks Limited and Padmalaya Telefilms Limited

 

 

2001:

v      Introduced Zee TV and Zee News as pay television offerings "Gadar-Ek Prem Katha" became highest grossing box office movie

 

2000:

v      First Cable company in India to launch Internet over Cable services Entered into content distribution joint ventures with MGM and Viacom Launched pay bouquet of channels on the Asian foot print

 

1999:

v      Acquired News Corp's 50% stake in joint ventures Launched regional channels

 

1998:

v      Launched Zee TV in the US

v      Launched Zee Cine Awards

 

1997:

v      Launched Zee Music (originally known as Music Asia)

 

1996:

v      Started first cable channel in India - Siti Channel

v      Launched Zee TV, Africa

 

1995:

v      Commenced Siticable operations

v      Joint Venture with News Corp

v      Launched Zee News and Zee Cinema

v      Zee TV goes global - Launched Zee TV, UK

 

1992:

v      Launched Zee TV

v      Initial Public offering of Zee Telefilms Limited

 

COMPANY FACTS

As India's first and the country's largest fully integrated media and entertainment company, Subject’s unique combination of businesses and growth opportunities both in India and globally, give them a unique position in the global media space. From Zee TV to Zee News, from the regional channels to Siticable, their Company brings together the most valuable media brands, which will support their commitment to deliver consistent growth.

 

Stock Exchange Listing

Equity Shares of the Company are listed on The National Stock Exchange of India Limited (NSE), The Stock Exchange, Mumbai (BSE) and on The Kolkata Stock Exchange Association Limited (CSE)

             

The Foreign Currency Convertible Bonds (FCCB) of the Company are listed at The Singapore Stock Exchange

 

 

Summary Financials (Indian GAAP - FY2005)

Revenue                                                                                      INR 13.6 billion            (US$ 291 million)

PAT for the year                          INR 3.1 billion                            (US$ 70 million)

EPS                                           INR 7.6                                      (US$ 0.17)

Capital Employed                        INR 30.0 billion                           (US$ 685 billion)

 

Zee Stock                                                            

INR 157.00 [4.00]                                                  

Dec 30,05 14:31 hrs IST                                        

  

 

 

Awards

 

v      Subhash Chandra awarded the 'Global Indian Entertainment Personality of the Year' by FICCI for 2004.

v      Subhash Chandra honoured with the "Dadasaheb Phalke Academy Trophy" for his devoted services to Indian Film Industry in the Satellite Sector - 2003.

v      Zee Telefilms was among the ten Indian Companies in the Forbes

v      International 200 Small Best Companies selected from among 20,000 small companies worldwide for the year 2001.

v      Zee awarded "BSE Award for Maximisation of Shareholders Wealth - 2000"  

v      Subhash Chandra awarded "Entrepreneur of the Year" by Ernst and Young in 1999

v      Subhash Chandra awarded "Businessman of the Year" by Business Standard in 1999

v      Zee awarded "Emerging Company of the Year" by The Economic Times in 1998

v      The EMMA Award for best digital/cable channel in the United Kingdom for Zee TV by the UK Brand Summit

v      Zee TV UK was awarded the MACE (Multicultural Awards for Competitiveness and Enterprise - Leadership in Best Practice) sponsored by the UK Trade and Investment.

v      Zee awarded "Ground Breaker Award from Multi channel News International for its achievements in developing programme networks and related businesses"

v      In the Fifth Anniversary issue, Finance Asia, rated Zee Telefilms as the Fourth best company in Asia and as one of the most successful Asian Corporates in producing value for its shareholders.

 

ALLIANCEs / PARTNERSHIPs

To accomplish their mission of continued and sustainable growth, in the addition to growing revenues organically they have sought external growth opportunities through acquisitions, alliances and partnerships. They have entered into joint ventures to gain access to content and technology while they have acquired significant stakes in companies, which offered complementary strengths to their Network.

 

Zee Turner

A 74:26 joint venture between Zee and Turner International to distribute the Zee Turner pay channel bouquet in India and neighboring countries.

 

ETC Networks

ETC Networks Limited (ETC.BO) is a media company listed on the Bombay stock exchange operating two television channels, ETC Music and ETC Punjabi in India. Zee acquired a 51% stake in June 2002.

 

Jagjit Singh Kohli appointed as CEO of Siticable Network Limited.

Mumbai, October 3, 2005:

Zee Telefilms is pleased to appoint Mr. Jagjit Singh Kohli as the CEO of Siticable Network Limited, a subsidiary of Zee Telefilms Limited.

 

In this capacity, Mr. Kohli will have the overall responsibility for all revenues and territories of Siticable with a view to develop business and maximize the revenue and collection from each territory. Mr. Kohli will also develop major "triple play" and digitization of cable initiatives for Siticable.

 

Mr. Jagjit Singh Kohli is a Cable Industry Veteran with 20 years of experience in various capacities. Mr. Kohli founded INCablenet and pioneered the corporatisation of the Cable Industry and the MSO concept. In 1999, Mr.Kohli created WinCable (Hathway) for Raheja Group, which is now a major national MSO besides Siticable and INCablenet

 

Siticable is the spearhead of Zee Telefilms cable distribution business. There have been many developments in the area of Regulation and Technology and Zee believes it is time to give cable distribution a new thrust. Accordingly, Siticable is poised to pursue new technology business with the renewed focus which will include" triple play" offerings, digitization of cable broadband and other similar initiatives that form the frontiers of cable today. Zee Telefilms is therefore looking forward to reinvention of this business for substantial revenue and enhancement.

 

Mr. Kohli will be operating out of Mumbai.

 

Dishtv announces an innovative "Har Chhat Par" offer for subscribers

Dishtv "Har Chhat Par" offer only at Rs 3,990

 

Mumbai, April 25 2005: India's first Direct to Home (DTH) service dishtv, which promises to deliver the future of television to Indian homes, announced an irresistible offer with their innovative "Har Chhat Par" scheme. dishtv is offering an exciting range of programming choice with access to more than 74 television channels and 13 radio channels, which include a wide variety of programming for every taste. All this is being delivered with state-of-the-art satellite technology at an incredible price of Rs 3,990.

 

Dishtv "Har Chhat Par" scheme gives consumers more than 86 channels for Rs 3,990, which includes the cost of a digital set top box, satellite dish antenna, installation fees and subscription charges for one year. This special offer is available at all authorized outlets of dishtv across the country and is open for a limited period.

 

The scheme was launched on April 10 and has received excellent response. Mr. Rajiv Garg, Director, ASC Enterprises Limited, said "Subscribers can now experience the revolution of DTH at an extremely affordable price. For a digital satellite television platform, dishtv at Rs 3,990, offers terrific value with an incredible selection of wide variety of programming, plus a hassle-free service. The "Har Chhat Par" offer from dishtv is positioned to satisfy all who want freedom of choice, excitement of digital quality entertainment and interactive value added services, and at a cost of less than Rs 11 per day."

 

Under the dishtv 3,990 scheme, customers get the hardware - the dish and the set top box - installed at their home without any additional charge. The "Har Chhat Par" offer includes one year's subscription fee for the Dish Welcome package. The package comprises of a total of 77 channels, which include general entertainment, movies, music, news, sports as well as religious programmes. Popular channels like Zee TV, Zee Cinema, ESPN, Star Sports, CNN, Cartoon Network etc are part of the offering. For only Rs 1,000 extra, the package offered can be expanded to include other popular channels such as additional movie channels, additional sports channels, Pogo, HBO, Zee Studio, Zee Café etc. The dishtv platform thus allows customers a wide choice of viewership and the ability to pay only for what he wants to watch.

 

Subscribers also get to choose an additional group of channels in their regional language. So viewers can now enjoy channels in Punjabi, Bangla, Gujarati, Marathi, Oriya, Telegu, Tamil, Malayalam and Kannada, along with the Hindi and English programmes. Another additional feature is 13 radio channels that comes along with the "Har Chhat Par" offer.

 

Direct-to-Home or DTH, the preferred method of watching television throughout the world, is targeted at discerning Indians who demand highest available quality of television viewing as well as at areas which do not have cable television. Installing a dishtv gives the viewers DVD picture quality and stereophonic sound. A huge plus is the guarantee of absolutely no interruptions in the transmission due to disputes with broadcasters as dishtv is a transparent platform.

 

The dishtv hardware includes a world class Set Top Box which comes with a warranty from the company. Also, in case of any service requirements, a 24 hour helpline is available to all dishtv customers. dishtv has steadily moved towards world class standards of service with a full scope back office providing subscriber management services.

 

About dish TV

Dish TV is India's first Direct-to-Home (DTH) satellite television entertainment service that will revolutionize TV viewing in the country. The cutting edge technology of Dish TV allows subscribers to access a variety of digital television channels directly from the satellite, making television viewing a whole new experience.

 

With a total offering of 113 TV and 13 radio channels, Dish TV brings the power of choice to consumers, who get to experience digital entertainment in their language, in packages that suit their preference and to fit their budget.

 

Dish TV is an Essel Group venture. The Essel Group, whose foundation was laid way back in 1976, has metamorphosis into a conglomerate embracing new technology and versatile forms of entertainment. It has a vast range of national and global business interests that include media programming, broadcasting and distribution, packaging, entertainment, online gaming and telecom.

 

 


CMT REPORT (Corruption, Money Laundering and Terrorism]

 

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

 

1]         INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

 

2]         Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

 

3]         Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

 

4]         Record on Financial Crime :

            Charges or conviction registered against subject:                                                  None

 

5]         Records on Violation of Anti-Corruption Laws :

            Charges or investigation registered against subject:                                                          None

 

6]         Records on Int’l Anti-Money Laundering Laws/Standards :

            Charges or investigation registered against subject:                                                          None

 

7]         Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

 

8]         Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

 

9]         Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

 

10]        Press Report :

            No press reports / filings exists on the subject.

 

 

CORPORATE GOVERNANCE

 

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

 

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

 

 

CONTRAVENTION

 

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

 

 

FOREIGN EXCHANGE RATES

 

Currency

Unit

Indian Rupees

US Dollar

1

Rs.39.73

UK Pound

1

Rs.77.01

Euro

1

Rs.57.34

 

 

SCORE and RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

8

PAID-UP CAPITAL

1~10

8

OPERATING SCALE

1~10

8

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

9

--PROFITABILIRY

1~10

7

--LIQUIDITY

1~10

8

--LEVERAGE

1~10

8

--RESERVES

1~10

8

--CREDIT LINES

1~10

8

--MARGINS

-5~5

---

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

NO

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

YES

--EXPORT ACTIVITIES

YES/NO

YES

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

YES

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

72

 

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

 

Financial condition (40%)            Ownership background (20%)                 Payment record (10%)

Credit history (10%)                    Market trend (10%)                                Operational size (10%)

 


 

RATING EXPLANATIONS

 

RATING

STATUS

 

 

PROPOSED CREDIT LINE

>86

Aaa

Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums

 

Unlimited

71-85

Aa

Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums

 

Large

56-70

A

Financial and operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

 

Fairly Large

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

 

Satisfactory

26-40

B

Unfavourable and favourable factors carry similar weight in credit consideration. Capability to overcome financial difficulties seems comparatively below average/normal.

 

Small

11-25

Ca

Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity

 

Limited with full security

<10

C

Absolute credit risk exists. Caution needed to be exercised

 

 

Credit not recommended

NR

In view of the lack of information, we have no basis upon which to recommend credit dealings

No Rating

 

 

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions