MIRA INFORM REPORT

Report No. :	307087
Report Date :	12.02.2015

IDENTIFICATION DETAILS

Name :	ZEE MEDIA CORPORATION LIMITED (w.e.f. 06.07.2013)
Formerly Known As :	ZEE NEWS LIMITED (w.e.f. 27.05.2004) ZEE SPORTS LIMITED
Registered Office :	Continental Building, 135, Dr. Annie Besant Road, Worli, Mumbai - 400018, Maharashtra
Country :	India
Financials (as on) :	31.03.2014
Date of Incorporation :	27.08.1999
Com. Reg. No.:	11-121506
Capital Investment / Paid-up Capital :	Rs. 239.760 Millions
CIN No.: [Company Identification No.]	L92100MH1999PLC121506
IEC No.:	Not Available
TAN No.: [Tax Deduction & Collection Account No.]	Not Available
PAN No.: [Permanent Account No.]	Not Available
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	The Company is mainly in the business of broadcasting of news, current affairs programs uplinked from India and sale of television programs including program feeds.
No. of Employees :	1388 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

A (62)

RATING		STATUS	PROPOSED CREDIT LINE
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large

Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is an established company having good track record. Financial position of the company is sound. Fundamentals of the company are healthy. The rating also takes into consideration the company position as the largest news network in the country and strong recognition of the Zee brand. Trade relations are reported as fair. Business is active. Payment terms are reported to be regular and as per commitment. The company can be considered normal for business dealing at usual trade terms and conditions.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

EXTERNAL AGENCY RATING

Rating Agency Name	ICRA
Rating	Long term loans A+
Rating Explanation	Adequate degree of safety and low credit risk.
Date	March 2014

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2014.

INFORMATION DECLINED

Management non corporative (91-120-2511064)

LOCATIONS

Registered Office :	Continental Building, 135, Dr. Annie Besant Road, Worli, Mumbai - 400018, Maharashtra, India
Tel. No.:	91-22-66971234
Fax No.:	91-22-24900302 / 2490 0213
E-Mail :	feedback@esselgroup.com pushpal.sanghavi@zee.esselgroup.com
Website :	http://esselgroup.com
Corporate Office :	Essel Studio, FC-19, Sector 16A, Noida - 201301 Uttar Pradesh, India
Tel. No.:	91-120-2511064
Fax No.:	91-120-2515240
Zee 24 Taas :	4th Floor “B” Wing, Madhu Industrial Estate, Pandurang Budhkar Marg, Worli, Mumbai - 400 013, Maharashtra, India
Zee Marudhara :	E – 151, Ramesh Nagar, C- Scheme Jaipur – 302001,Rajasthan, India
Zee MPCG :	201 Jeevan Parisar, Rajiv Nagar Colony, Shankar Nagar, Pandri Marg,Raipur – 492001, Chhattisgarh, India
Zee Kalinga :	Plot No. – 727, 4th Floor, Bivab Gulmohar Begra Sahi, Nayapali Bhubaneshwar – 751012, Odisha
Regional Offices :	Located At · New Delhi · Kolkata · Pune · Hyderabad · Chennai · Bangalore
International Offices :	Located At · USA · United Kingdom · South Africa · Singapore · Mauritius · China · Malaysia · Dubai · Russia (Moscow)

DIRECTORS

As on 31.03.2013

Name :	Mr. Subhash Chandra
Designation :	Non-Executive Chairman
Name :	Mr. Surjit Banga
Designation :	Independent Director
Name :	Mr. Vinod Bakshi
Designation :	Independent Director

KEY EXECUTIVES

Name :	Mr. Pushpal Sanghavi
Designation :	Company Secretary
SENIOR MANAGEMENT
Name :	Mr. Bhaskar Das
Designation :	Group Chief Executive Officer - News Cluster
Name :	Mr. Dinesh Garg
Designation :	Chief Financial Officer
Name :	Mr. Vijayant Kumar
Designation :	Vice President (Technical)
Name :	Mrs. Geetanjali Pandit Gupta
Designation :	Chief People Officer
Name :	Mr. Sudhir Chaudhary
Designation :	Editor - Zee News
Name :	Mr. Samir Ahluwalia
Designation :	Editor - Zee Business
Name :	Mr. Vasindra Mishra
Designation :	Editor - Zee News UP/Uttarakhand
Name :	Mr. Uday Nirgudkar
Designation :	Editor - Zee 24 Taas
Name :	Mr. Sanjay Vohra
Designation :	Editor - Zee Punjabi
Name :	Rajendra Sharma
Designation :	Resident Editor – Zee Madhya Pradesh Chhattisgarh
Name :	Purushottam Vaishnav
Designation :	Resident Editor – Zee Marudhara
Name :	Satya Prakash Nayak
Designation :	Resident Editor – Zee Kalinga
Name :	Amitava Bhattacharya
Designation :	Business Head – East
Name :	Vinod Das
Designation :	Business Head - North
Name :	Bhushan Khot
Designation :	Senior Vice President – Sales & Marketing
Name :	Rohit Kumar
Designation :	Vice President - Marketing - Zee News
Name :	Manish Seth
Designation :	Senior Vice President – Sales & Marketing
Name :	Mini Harrison
Designation :	Senior Vice President – Sales & Marketing

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 31.12.2013

Category of Shareholder	No. of Shares	Percentage of Holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Bodies Corporate	250280827	69.11
Sub Total	250280827	69.11
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	250280827	69.11
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	18276555	5.05
Financial Institutions / Banks	494253	0.14
Insurance Companies	91142	0.03
Foreign Institutional Investors	19662999	5.43
Sub Total	38524949	10.64
(2) Non-Institutions
Bodies Corporate	19971602	5.51
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	40212279	11.10
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	12010067	3.32
Any Others (Specify)	1146049	0.32
Overseas Corporate Bodies	202	0.00
Foreign Nationals	452	0.00
Non Resident Indians	1120167	0.31
Trusts	25228	0.01
Sub Total	73339997	20.25
Total Public shareholding (B)	111864946	30.89
Total (A)+(B)	362145773	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	0	0.00
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	362145773	0.00

Shareholding belonging to the category "Promoter and Promoter Group"

Sl.No.	Name of the Shareholder	Details of Shares held		Encumbered shares (*)			Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital
		No. of Shares held	As a % of grand total (A)+(B)+(C)	No	As a percentage	As a % of grand total (A)+(B)+(C) of sub-clause (I) (a)
1	25 FPS Media Private Limited	12,78,98,710	35.32	38125000	29.81	10.53	35.32
2	Arm Infra and Utilities Limited	12,23,63,636	33.79	51312000	41.93	14.17	33.79
3	Prime Publishers Private Limited	18,181	0.01	0	0.00	0.00	0.01
4	Sprit Textiles Private Limited	200	0.00	0	0.00	0.00	0.00
5	Essel Infraprojects Limited	100	0.00	0	0.00	0.00	0.00

Shareholding belonging to the category "Public" and holding more than 1% of the Total No. of Shares

Sl. No.	Name of the Shareholder	No. of Shares held	Shares as % of Total No. of Shares	Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital
1	HDFC Trustee Company Limited - HDFC Prudence Fund	17467103	4.82	4.82
2	Orange Mauritius Investments Limited	4077943	1.13	1.13
3	Acacia Partners LP	6180100	1.71	1.71
4	Acacia Institutional Partners LP	3989700	1.10	1.10
	Total	31714846	8.76	8.76

BUSINESS DETAILS

Line of Business :	The Company is mainly in the business of broadcasting of news, current affairs programs uplinked from India and sale of television programs including program feeds.
Products :	Not Available
Brand Names :	Not Available
Agencies Held :	Not Available
Exports :	Not Divulged
Imports :	Not Divulged
Terms :
Selling :	Not Divulged
Purchasing :	Not Divulged

GENERAL INFORMATION

Suppliers :

Reference :	Not Divulged
Name of the Person :	Not Divulged
Contact No.:	Not Divulged
Since How Long Known :	Not Divulged
Experience :	Not Divulged
Maximum Limit Dealt :	Not Divulged

Customers :

Reference :	Not Divulged
Name of the Person :	Not Divulged
Contact No.:	Not Divulged
Since How Long Known :	Not Divulged
Experience :	Not Divulged
Maximum Limit Dealt :	Not Divulged

No. of Employees :

1388 (Approximately)

Bankers :

· State Bank of India

· BNP Paribas

· ICICI Bank Limited

Facilities :

(Rs. In Millions)

Secured Loan		As on 31.03.2014	As on 31.03.2013
Long-Term Borrowings
Term Loan from Bank		674.250	0.000
Vehicle Loans
- from Banks		2.630	2.680
- from Others		1.960	3.570
Short-Term Borrowings
Cash Credit from Bank		431.860	482.540
Total		1110.700	488.790
	a) Term Loan from bank Rs. 674.25 million (Rs. Nil) is secured by way of first hypothecation charge on entire movable fixed assets except vehicles, carries interest @ 12% p.a. payable monthly and repayable in 14 quarterly installments commencing from October 2015. b) Term Loan from bank Rs. Nil (Rs. 170.00 million) is secured by way of first hypothecation charge on entire movable fixed assets except vehicles, carries interest @ 12.95% to 13.05% p.a. payable monthly. The Loan is fully repaid in the current year. c) Vehicle Loans from Banks and Others are secured by way of hypothecation of vehicles, carries interest ranging from 7.50% to 12.25% p.a. and repayable upto September 2016.

Auditors :
Name :	MGB and Company Chartered Accountants
Holding Company :	25 FPS Media Private Limited (Holding 53.34% w.e.f. 1 March, 2012)
Ultimate Holding Company :	· 25 FPS Media Private Limited held by Essel Corporate Resources Private Limited · Essel Corporate Resources Private Limited held by Prime Publishing Private Limited · Prime Publishing Private Limited held by Spirit Textiles Private Limited (w.e.f. 1 October 2012)
Subsidiary Company :	· Zee Akaash News Private Limited (extent of holding 60%) · 24 Ghantalu News Limited (extent of holding 100%)
Fellow Subsidiary:	· Bioscope Cinemas Private Limited · Direct Media Distribution Ventures Private Limited · Mediavest India Private Limited · Pri -Media Services Private Limited · Diligent Media Corporation Limited.
Associate:	Maurya TV Private Limited (extent of holding 37.87% w.e.f. October 7, 2013)
Other Related Parties	· Asia Today Limited · Cyquator Media Services Private Limited · Dish TV India Limited, Digital Ventures Private Limited · E-City Zee News Limited · Bioscope Entertainment Private Limited · Essel International Limited · Essel Shyam Communication Limited · India Webportal Private Limited · Media Pro Enterprise India Private Limited · Pan India Network Limited · Procall Private Limited · Rama Associates Limited · Siti Cable Network Limited (previously known as Wire and Wireless (India) Limited) · Smart Wireless Private Limited · Taj TV Limited · Taj Television (India) Private Limited · Veena Investments Private Limited · Zee Entertainment Enterprises Limited · Zee Foundation · Zee Learn Limited · Zee Sports Limited · Zee Telefilms Middle East FZ LLC · Zee Turner Limited.

CAPITAL STRUCTURE

As on 31.03.2013

Authorised Capital :

No. of Shares	Type	Value	Amount
1000000000	Equity Shares	Rs.1/- each	Rs.1000.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
239763956	Equity Shares	Rs.1/- each	Rs.239.760 Millions

a) Reconciliation of number of Equity shares and Share capital

	Number of equity shares	Rs. In Millions
At the beginning of the year	239,763,956	239.760
Changes during the year	--	--
Outstanding at the end of the year	239,763,956	239.760

b) Terms / rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs.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 if 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.

c) Details of shares held by Holding Company

Name of the Shareholder	As on 31.03.2014
25FPS Media Private Limited (extent of holding 53.34%)	127,898,710

d) Details of Shareholders holding more than 5 percent of the aggregate shares in the Company:

Name of Shareholder	Number of Equity shares	% Shareholding
25FPS Media Private Limited	127,898,710	53.34%
HDFC Trustee Company Limited- HDFC Prudence Fund	17,467,103	7.29%

As per the of the Company, including its register of shareholders/ members and other declaration received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

e) There are no bonus shares issued, shares issued for consideration other than cash and shares bought back during five years preceding March 31, 2014.

f) 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 March 31, 2009 i.e. up to 11,988,000 equity shares of Re. 1 each, to the employees of the Company as well as that of its subsidiaries and also to the Directors of the Company at the market price determined as per the Securities and Exchange Board of India (Employee Stock Options Scheme) Guidelines, 1999 (SEBI (ESOS) Guidelines). The said scheme is administered by the Remuneration Committee of the Board. The Company has not granted any options till March 31, 2014.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2014	31.03.2013	31.03.2012
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	239.760	239.760	239.760
(b) Reserves & Surplus	1979.670	1791.500	1548.510
(c) Money received against share warrants	0.000	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000	0.000
Total Shareholders’ Funds (1) + (2)	2219.430	2031.260	1788.270
(3) Non-Current Liabilities
(a) long-term borrowings	678.840	6.250	178.170
(b) Deferred tax liabilities (Net)	0.000	0.000	0.000
(c) Other long term liabilities	0.000	0.000	0.000
(d) long-term provisions	96.150	84.690	77.180
Total Non-current Liabilities (3)	774.990	90.940	255.350
(4) Current Liabilities
(a) Short term borrowings	431.860	482.540	412.760
(b) Trade payables	148.050	84.590	81.710
(c) Other current liabilities	650.210	717.030	675.360
(d) Short-term provisions	10.090	2.610	3.170
Total Current Liabilities (4)	1240.210	1286.770	1173.000
TOTAL	4234.630	3408.970	3216.620
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	1162.370	714.420	686.900
(ii) Intangible Assets	78.410	16.040	22.130
(iii) Capital work-in-progress	27.280	44.440	13.930
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	122.280	83.780	83.280
(c) Deferred tax assets (net)	57.110	38.610	38.730
(d) Long-term Loan and Advances	510.180	75.120	35.950
(e) Other Non-current assets	4.500	4.350	4.350
Total Non-Current Assets	1962.130	976.760	885.270
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	1.420	1.630	9.760
(c) Trade receivables	793.330	796.290	904.910
(d) Cash and cash equivalents	114.940	34.670	154.040
(e) Short-term loans and advances	1297.830	1444.520	1259.110
(f) Other current assets	64.980	155.100	3.530
Total Current Assets	2272.500	2432.210	2331.350
TOTAL	4234.630	3408.970	3216.620

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2014	31.03.2013	31.03.2012
	SALES
		Income	3048.560	2667.940	2733.350
		Other Income	253.210	251.260	144.990
		TOTAL (A)	3301.770	2919.200	2878.340
Less	EXPENSES
		Operational cost	618.500	441.650	638.370
		Employee benefits expense	888.300	774.460	660.140
		Other expenses	1379.290	1201.970	1032.320
		Exceptional Items	(59.890)	(45.960)	166.740
		TOTAL (B)	2826.200	2372.120	2497.570
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		475.570	547.080	380.770
Less	FINANCIAL EXPENSES (D)		103.350	87.860	106.560
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		372.220	459.220	274.210
Less/ Add	DEPRECIATION/ AMORTISATION (F)		146.370	106.920	101.420
	PROFIT BEFORE TAX (E-F) (G)		225.850	352.300	172.790
Less	TAX (H)		37.680	109.310	110.790
	PROFIT AFTER TAX (G-H) (I)		188.170	242.990	62.000
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		1528.210	1285.220	1223.220
	BALANCE CARRIED TO THE B/S		1716.380	1528.210	1285.220
	EARNINGS IN FOREIGN CURRENCY
		FOB Value of Export of Programs	143.370	115.070	86.850
		Advertising Revenue	6.340	6.26	5.06
		Other Income	0.000	0.000	0.010
	TOTAL EARNINGS		149.710	121.330	91.920
	IMPORTS
		Raw Stock-Tapes	1.570	0.520	2.990
		Capital Equipment	308.510	102.890	36.630
		Repair and Maintenance	5.100	4.710	5.820
	TOTAL IMPORTS		315.180	108.120	45.440
	Earnings Per Share (Rs.)
	Basic and Diluted before exceptional items		0.54	0.82	0.95
	Basic and Diluted after exceptional items		0.78	1.01	0.26

KEY RATIOS

PARTICULARS		31.03.2014	31.03.2013	31.03.2012
Net Profit Margin (PAT/Sales)	(%)	6.17	9.11	2.27
Operating Profit Margin (PBDIT/Sales)	(%)	15.60	20.51	13.93
Return on Total Assets (PBT/Total Assets}	(%)	5.61	10.87	5.61
Return on Investment (ROI) (PBT/Networth)		0.10	0.17	0.10
Debt Equity Ratio (Total Debt /Networth)		0.50	0.24	0.33
Current Ratio (Current Asset/Current Liability)		1.83	1.89	1.99

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

DEBT EQUITY RATIO

Particular	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Share Capital	239.760	239.760	239.760
Reserves & Surplus	1548.510	1791.500	1979.670
Net worth	1788.270	2031.260	2219.430
long-term borrowings	178.170	6.250	678.840
Short term borrowings	412.760	482.540	431.860
Total borrowings	590.930	488.790	1110.700
Debt/Equity ratio	0.330	0.241	0.500

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	2733.350	2667.940	3048.560
		-2.393	14.266

NET PROFIT MARGIN

Net Profit Margin	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	2733.350	2667.940	3048.560
Profit	62.000	242.990	188.170
	2.27%	9.11%	6.17%

LOCAL AGENCY FURTHER INFORMATION

CURRENT MATURITIES OF LONG-TERM BORROWINGS

Rs. In Millions

Particular	31.03.2014	31.03.2013	31.03.2012
Current maturities of long-term borrowings	3.930	177.850	189.020

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	No
8]	No. of employees	Yes
9]	Name of person contacted	No
10]	Designation of contact person	No
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	----------------------
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	----------------------
22]	Litigations that the firm / promoter involved in	----------------------
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	----------------------
26]	Buyer visit details	----------------------
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	No
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	Yes

CORPORATE INFORMATION

Subject (“ZMCL” or “the Company”) is incorporated in the State of Maharashtra, India. The Company is mainly in the business of broadcasting of news, current affairs programs uplinked from India and sale of television programs including program feeds. The name of the Company is changed to Zee Media Corporation Limited as per revised Certificate of Incorporation dated July 6, 2013 issued by the Registrar of Companies, Maharashtra.

OPERATIONS AND STRATEGY

As per Central Statistics Office, India’s GDP was at 4.7% for the fiscal 2013-14 indicating an economic slowdown with persistent inflation and supply side constraints and global influencing factors like appreciation in Dollar rate dampened growth. As per FICCI KPMG Indian Media and Entertainment Industry Report 2014, Media and Entertainment industry grew by 11.8% from Rs. 821 billion in 2012 to Rs. 918 billion in 2013. Television industry grew by 12.7% making it a Rs. 417 billion industry in 2013 from Rs. 370 billion in 2012. Television advertisement revenues grew by 8.8 % to Rs. 136 billion in 2013 from Rs. 125 billion in 2012. Television subscription revenues have seen a growth of 14.7% to Rs. 281 billion in 2013 from Rs. 245 billion in 2012. The Television news advertisement grew in low single digits (2 to 4%).

Indian television industry additionally experienced a lot of changes in operating environment with completion of Phase II of digitization and roll out of Phase III and Phase IV. LC1 (towns having less than 0.1 million population) markets were also included in TAM (Television Audience Measurement) ratings giving the broadcasters a view of markets which were not reported earlier. There was a shift from TV Rating Point (TVRs) to TV Viewership in thousand (TVTs) which showcased the increasing reach of television medium. A key change was also the implementation of 12 minute advertisement cap in non-news channels. This resulted in an Effective Rate (ER) increase in some genres like Hindi GECs. The implementation of the advertising cap for the news channels is currently on hold as News Broadcasters Association (NBA) has contested the same and the matter is under consideration in Delhi High Court.

During the year, The company made further inroads into the Hindi heartland through the launch of ‘Zee Madhya

Pradesh Chhattisgarh’ for Madhya Pradesh and Chhattisgarh viewers, ‘Zee Marudhara’ for viewers in Rajasthan and ‘Zee Kalinga’ for Odisha viewers. In addition to launching new channels, The company also restaged Zee News, Zee 24 Taas, 24 Ghanta, Zee Punjab Haryana Himachal (erstwhile Zee Punjabi) and Zee Sangam (erstwhile Zee Uttar Pradesh Uttarakhand) to keep up with the ever changing viewing patterns. Of these, Zee Marudhara and Zee Kalinga follow a new content format named Terrestrial Entertainment Network (TEN). TEN format comprises locally produced entertainment programmes in addition to news bulletins and feature programmes. Hence, the viewers of these regions can get variety content on a platter.

During the year, The company acquired 37.87% equity stake in Maurya TV Private Limited, which runs Maurya TV, a news and entertainment channel for the region of Bihar/Jharkhand. Additionally, consequent to amalgamation of Essel Publishers Pvt Ltd with the Company, The Company expanded into print news media segment, through subsidiaries Diligent Media Corporation Limited (DMCL), which publishes DNA newspaper in cities of Mumbai, Bengaluru and Pune and Pri Media Services Pvt Ltd, which is engaged in printing inter-alia of DNA newspaper. This would enable The Company to devise even greater synergies and offer a better quality of news to its consumers. The Company was the largest news network with ten News Channels in six different languages present across India and touching more than 138.4 million viewers ( Source: TAM, TG: CS 4+, March 2014, All India, Google analytics, Facebook, Twitter) Zee News, our flagship channel reached out to over 40.1 million viewers across India. (Source: TAM, CS 4+, All India, FY 2013-4). While Zee Business, India’s First 24 hour Hindi business channel, has been performing consistently and has outperformed its competitors. Zee Business has been No. 1 in reach in 8 metros and reached out to more than 11.7 million viewers across India (Source: TAM, FY 2013-14, TG: CS 4+, All India, 8 Metros).

24 Ghanta, there Bengali news offering through 60% subsidiary, Zee Akaash News Private Limited, reached to more than 6.7 million viewers across India. The channel is also No. 2 in reach in West Bengal. (Source: TAM, FY 2013-14, TG: CS 4+, WB and India). Zee 24 Taas continued to be a strong No. 2 in reach across Maharashtra owing to its restaging with a strong brand promise of Raha Ek Paul Pudhe (Stay One Step Ahead) and reached out to more than 12.3 million viewers across India (Source: TAM, FY 2013-14, TG: CS 4+, All India and Maharashtra). Zee Sangam, erstwhile Zee UP UK was the undisputed leader in Uttar Pradesh and Uttrakhand market with an average of more than 27% channel share in FY 2013 -14, the channel was also No. 1 in reach across Uttar Pradesh and Uttrakhand reaching

more than 6.1 million viewers across India (Source: TAM, FY 2013-14, TG: CS 15+, UP and FY 2013 -14, TG: CS 4+, All India) Zee Punjab Haryana Himachal, erstwhile Zee Punjabi reached out to more than 2.5 million viewers across India (Source: TAM, FY 2013 -14, TG: CS 4+, All India) Zee Madhya Pradesh and Chhattisgarh, launched on March 31, 2013 for viewers of Madhya Pradesh and Chhattisgarh reached out to more than 3.8 million viewers across India in just one year of its launch (Source: TAM, FY 2013 -14, TG: CS 4+, All India)

Zee Marudhara, launched on August 1, 2013 for Rajasthan market reached out to 0.9 million viewers across India (Source: TAM, FY 2013 -14, CS 4+, All India)

Zee Kalinga, one of our latest offering for Odisha market was launched on January 26, 2014, reached out to more than 0.1 million viewers across India (Source: TAM, FY 2013 -14, CS 4+, All India) Zeenews.com registered a year on year increase of 47.8% in visits, 33.6% in unique visitors and 41.1% in page views. It also attracted over 93 million unique users, 182 million visits with 437 million page views. The regional sections of the website also put up a phenomenal performance with visits to Hindi, Bengali and Marathi websites growing by 69.6%, 289.4% and 333.2% respectively. (Source: Google Analytics, Facebook, Twitter) Despite slowdown in economy and shifting of advertisement spends to GECs (General Entertainment Channels), during the year The Company grew its overall operating revenues by 14.3% from Rs. 2,667.94 Million in 2012-13 to Rs. 3,048.56 Million. The Company invested in launching of three new channels as well as restaging of the existing channels. The Operating Profit during the year was Rs. 162.47 Million as compared to Rs. 249.86 Million in 2012-13.

MANAGEMENT DISCUSSION AND ANALYSIS

Company Overview

Zee Media Corporation Limited (ZMCL), erstwhile Zee News Limited (ZNL) (BSE Code: 532794, NSE Code: Zeemedia-eq.), is India’s leading news television organization with interests in national as well as regional channels. The Company was incorporated as Zee Sports Limited on August 27, 1999. The name of the Company was changed to Zee News Limited on May 27, 2004 after obtaining a fresh Certificate of Incorporation from the Registrar of Companies, Mumbai. To comply with the News Up-linking Guidelines of Government of India, Zee Entertainment Enterprises Limited (ZEEL) transferred its news-gathering activities to Zee News Limited w.e.f. October 2005. To enable clear management focus and direction to be imparted to the various properties of the Company, ZEEL transferred its regional entertainment channels to ZNL by way of a de-merger scheme approved by the Hon’ble High Court of Bombay vide its Order dated November 17, 2006 from March 31, 2006. Thereafter, the Company got listed at Bombay Stock Exchange, National Stock Exchange & Calcutta Stock Exchange in January 2007. ZNL, before January 1, 2010, had national news, regional news and regional general entertainment as its focus areas. However, in order to become a pure news powerhouse, it was decided to separate the Regional General Entertainment Channel business from the News Business. Under the Scheme of

Arrangement for de-merger of Regional General Entertainment Channel business undertaking of the Company, Regional General Entertainment Channels, were transferred to Zee Entertainment Enterprises Limited (ZEEL) from the Appointed Date, January 1, 2010, which was approved by the Hon'ble Bombay High Court on March 19, 2010, and had become effective on and from March 29, 2010 upon filing of the order the Hon'ble Bombay High Court with the Registrar of Companies of Maharashtra, Mumbai.

To reflect the change in intent to reach out to consumers beyond television media, the company decided to change its name to the one which signified the breadth of the news offerings across platforms. The new name of the Company, with effect from July 6, 2013, is Zee Media Corporation Limited. ZMCL runs Bangla news channel called ‘24 Ghanta’ through a JV M/s Zee Akaash News Private Limited wherein it holds 60% equity stake while another JV partner is M/s Sky B (Bangla) Private Limited which holds the remaining 40% stake. ZMCL also has a

37.87 % stake in Maurya TV Private Limited which runs Maurya TV news channel

The Company runs news channels in the following domains:

1. Hindi General News: Zee News

2. Hindi Business News: Zee Business

3. Uttar Pradesh and Uttarakhand News: Zee Sangam erstwhile Zee UP UK

4. Bangla News: 24 Ghanta

5. Marathi News: Zee 24 Taas

6. Punjab Haryana Himachal Pradesh News: Zee Punjab

7. Haryana Himachal erstwhile Zee Punjabi

8. Madhya Pradesh and Chhattisgarh News: Zee MP CG

9. Rajasthan News: Zee Marudhara

10. Odisha News: Zee Kalinga

11. Bihar and Jharkhand News: Maurya TV

Business Operations

Broadcasting

In terms of newsgathering, the Company has one of the largest network of news bureaux & correspondents with a pan-India presence. The Company’s newsgathering capabilities are significantly enhanced by its KU Band network and strong relationships with international news agencies. The Company is equipped with state-of-art technology in content creation, packaging and broadcasting.

Distribution

The Company had an arrangement with Media Pro Enterprise India Private Limited (a joint venture between Zee Turner and Star Den). While the distribution of financial year 2013-14 has been handled by Media Pro Enterprise India Private Limited, the JV is now in the process of dissolution. Advanced discussions with a new distribution partner are on and a new agreement will be drawn out shortly.

Up-linking of Channels

The Company has an arrangement with Dish TV India Limited for up-linking of its channels through their teleport. Dish TV has a license for up-linking of TV channels from the competent Government authority.

INDEX OF CHARGES

S.No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	10463242	12/11/2013	800,000,000.00	STATE BANK OF INDIA	Commercial Branch, NGN Vaidya Marg,, Horniman Circle, Fort,, Mumbai, Maharashtra - 400023, INDIA	B90740242
2	10162547	14/12/2010 *	500,000,000.00	STATE BANK OF INDIA	COMMERCIAL BRANCH, NGN VAIDYA MARG,, HORNIMAN CIR  CLE, FORT,, MUMBAI, Maharashtra - 400021, INDIA	B01274042

* Date of charge modification

FIXED ASSETS

· Plant and Machinery

· Equipments

· Computers

· Furniture and Fixtures

· Vehicles

STATEMENT OF UNAUDITED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS PERIOD ENDED DECEMBER 31, 2014

Rs. In Millions

Particulars		Quarter ended		Year ended
		31.12.2014	30.09.2014	31.12.2014
		Unaudited	Unaudited	Unaudited
1	Income from Operations
	(a) Net sates/income from operations (Net of excise duty)	985.120	885.070	2805.300
	(b) Other Operating Income	--
	Total income from operations (net)	985.120	885.070	2805.300
2	Expenses
	(a) Operational Cost	192.670	215.750	646.570
	(b) Employee Benefits Expense	295.850	258.410	810.730
	(c) Depreciation / Amortisation Expense	69.170	69.520	214.650
	(d) Marketing, Distribution and Business Promotion Expenses	167.130	152.970	491.520
	(e) Other Expenses	182.360	192.780	558.470
	Total expenses	907.180	889.430	2721.940
3	Profit/ (Loss) from operations before other Income, finance costs and exceptional Items (1-2)	77.940	(4.360)	83.360
4	Other Income	13.400	13.590	60.860
5	Profit/ (Loss) from operations before other income, finance costs and exceptional items (3+4)	91.340	9.230	144.220
6	Finance Costs	33.390	32.200	98.810
7	Profit/ (Loss) from ordinary activities after finance cost but before exceptional items (5-6)	57.950	(22.970)	45.410
8	Exceptional items	--	--	--
9	Profit/ (Loss) from ordinary activities before tax (7+8)	57.950	(22.970)	45.410
10	Tax expenses
11	Net Profit / (Loss) from ordinary activities after tax (9-10)	19.750	(7.050)	12.370
12	Extraordinary item (net of tax expense)	--	--	--
13	Net Profit / (Loss) for the period (11-12)	38.200	(15.920)	33.040
14	Share of profit' (loss) of associates	--	--	--
15	Minority Interest	--	--	--
16	Net Profit/ (Loss) after taxes, minority interest and share of profit/(loss) of associates (13+14+15)	38.200	(15.920)	33.040
17	Paid up equity share capital (Face Value of Rs10/- each)	362.150	362.150	362.150
18	Reserve excluding Revaluation Reserve as per Balance Sheet of previous accounting year	--	--	--
19.i	Earnings per share (before extraordinary items) of Rs.10/- each (not annualised):
	(a) Basic	0.10	(0.04)	0.09
	(b) Diluted	0.10	(0.04)	0.09
A	PARTICULARS OF SHAREHOLDING
1	Public Shareholding
	- Number of shares	111,864,946	111,864,946	111,864,946
	- Percentage of shareholding	30.89%	30.89%	30.89%
2	Promoters and Promoter group shareholding
	a) Pledged / Encumbered
	- Number of shares	89,437,000	49,235,000	89,437,000
	- Percentage of shares (as a % of the total shareholding of Promoter & Promoter group)	35.73%	19.67%	35.73%
	- Percentage of shares (as a % of the total Share Capital of the Company)	24.70%	13.60%	24.70%
	b) Non Encumbered
	- Number of shares	160,843,827	160,843,827	160,843,827
	- Percentage of shares (as a % of the total shareholding of Promoter & Promoter group)	64.27%	64.27%	64.27%
	- Percentage of shares (as a % of the total Share Capital of the Company)	44.41%	44.41%	44.41%
B	INVESTOR COMPLAINTS
	Pending at the beginning of the quarter	Nil
	Received during the quarter	Nil
	Disposed off during the quarter	Nil
	Remaining unresolved at the end of the quarter	Nil

CMT REPORT (Corruption, Money Laundering & 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.62.15
UK Pound	1	Rs.94.72
Euro	1	Rs.70.33

INFORMATION DETAILS

Analysis Done by :	DIV
Report Prepared by :	JYTK

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	7
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	7
--RESERVES	1~10	7
--CREDIT LINES	1~10	7
--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	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		62

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 & 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	Capability to overcome financial difficulties seems comparatively below average.	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
--	NB	New Business	--

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

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.