MIRA INFORM REPORT

Report No. :	333171
Report Date :	21.07.2015

IDENTIFICATION DETAILS

Name :	ZEE ENTERTAINMENT ENTERPRISES LIMITED
Formerly Known As :	ZEE TELEFILMS LIMITED EMPIREHOLDINGS LIMITED
Registered Office :	Continental Building, 135, Dr. Annie Besant Road, Worli, Mumbai - 400018, Maharashtra
Tel. No.:	91-22-24965609
Country :	India
Financials (as on) :	31.03.2015
Date of Incorporation :	25.11.1982
Com. Reg. No.:	11-028767
Capital Investment / Paid-up Capital :	Rs.21152.000 Million
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 :	Subject is engaged in business of Broadcasting of Satellite Television Channels uplinked from India, Space Selling agent for other television channels, Sale of Television programs, films / movies and rights including films / movies and program feeds and Production and distribution of films / movies.
No. of Employees :	1826 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Aa (72)

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

Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is one of India’s leading television media and Entertainment Company with a wide viewer base of over 730 million across 169 countries. It is a well-established and reputed company having fine track record. The rating reflects company’s long track record in the media and entertainment industry supported by large bouquet of channel offerings covering a wide genre of entertainment and positioning of the flagship channel ‘Zee TV’ amongst the top Hindi General Entertainment Channels (GECs) in terms of Television Viewership, and platform for distribution with a wide subscriber base. Further rating also takes into consideration company’s comfortable financial risk profile characterized by healthy liquidity position and decent profitability margins. Trade relations are reported as fair. Business is active. Payments are reported to be regular and as per commitment. The company can be considered good for normal business dealings 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	CARE
Rating	Long term bank facilities=AA
Rating Explanation	High degree of safety and very low credit risk.
Date	11.09.2014

Rating Agency Name	CARE
Rating	Short term bank facilities=A1+
Rating Explanation	Very strong degree of safety and lowest credit risk.
Date	11.09.2014

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 31-03-2013.

INFORMATION DENIED

Management Non Co-operative (91-22-24815500)

LOCATIONS

Registered Office / Corporate Office :	Continental Building, 135, Dr. Annie Besant Road, Worli, Mumbai – 400018, Maharashtra, India
Tel. No.:	91-22-24965609 / 11 / 16 / 24939011 / 66971234
Fax No.:	91-22-24964334/24931938 / 24900302 / 0213
E-Mail :	dasa@zeenetwork.com sanghavip@zeenetwork.com pushpal.sanghavi@zee.esselgroup.com feedback@esselgroup.com
Website :	http://www.zeetelevision.com
Regional Office :	Located At: · New Delhi · Kolkata · Pune · Hyderabad · Chennai · Bangalore · Noida · Chandigarh
International Office :	Located At: · USA · United Kingdom · South Africa · Singapore · Manutius · China · Malaysia · UAE · Russia

DIRECTORS

AS ON 31.03.2014

Name :	Mr. Subhash Chandra
Designation :	Chairman and Managing Director
Address :	Flat No.: 41, Hyde Park Street, London W22UW, United Kingdom
Date of Birth/Age :	30.11.1950
DIN No.:	00031458
Name :	Subodh Kumar
Designation :	Executive Vice Chairman
DIN No.:	02151793
Name :	Mr. Punit Goenka
Designation :	Managing Director and CEO
Address :	Bungalow No.1, Jolly Maker Apartments, No.1, Cuffe Parade, Mumbai – 400005, Maharashtra, India
Date of Birth/Age :	20.06.1975
DIN No.:	00031263
Name :	Mr. Ashok Kurien
Designation :	Director
Address :	252, Tannee Heights, CHS Building, Petit Hall 66, Nepean Sea Road, Mumbai – 400006, Maharashtra, India
Date of Birth/Age :	21.01.1950
DIN No.:	00034035
Name :	Gulam Kaderbhai Noon
Designation :	Independent Director
Address :	2-3, Polygon, 89 Avenue Road, London, NW86JB, London, United Kindom
Date of Birth/Age :	24.01.1936
DIN No.:	00391683
Name :	Prof. Sunil Sharma
Designation :	Independent Director
DIN No.:	06781655
Name :	Prof. (Mrs.) Neharika Vohra
Designation :	Independent Director
DIN No.:	06808439
Name :	Mr. Manish Chokhani
Designation :	Independent Director

KEY EXECUTIVES

Name :	Mr. M. Lakshminarayanan
Designation :	Company Secretary
Address :	Flat No. 201, 2nd Floor, Subodh Park CHS, 17th Road, Chembur, Mumbai – 400071, Maharashtra, India
Date of Birth/Age :	20.05.1962
PAN No.:	AGIPM2651D
Senior Management:
Name :	Mr. Punit Goenka
Designation :	Managing Director and CEO
Name :	Anil Lale
Designation :	Legal
Name :	Mr. Ashish Sehgal
Designation :	Advertisement Revenue
Name :	Debashish Ghosh
Designation :	Digital
Name :	Mihir Modi
Designation :	Finance and Strategy / CFO
PAN No.:	AIGPM2682N
Name :	Monojit Indra
Designation :	Commercial
Name :	Mukund Cairae
Designation :	International Business – Middle East
Name :	Neeraj Dhingra
Designation :	International Business – UK
Name :	Rajeev Kheror
Designation :	Strategy and Planning - International Business
Name :	Rajendra Mehta
Designation :	Human Resources
Name :	Rajesh Sethi
Designation :	Sports and Affiliate Revenue
Name :	Roland Landers
Designation :	Corporate Brand
Name :	Sameer Targe
Designation :	International Business – USA
Name :	Sharada Sunder
Designation :	Regional Business
Name :	Sunil Buch
Designation :	Network Operations
Name :	Sunita Uchil
Designation :	International Advt. Sales and Syndication
Name :	Sushruta Samanta
Designation :	International Business – APAC

SHAREHOLDING PATTERN

AS ON 30.06.2015

Category of Shareholder	Total No. of Shares	Total Shareholding as a % of Total No. of Shares
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Bodies Corporate	241403408	25.13
Sub Total	241403408	25.13
(2) Foreign
Bodies Corporate	172266804	17.94
Sub Total	172266804	17.94
Total shareholding of Promoter and Promoter Group (A)	413670212	43.07
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	34810406	3.62
Financial Institutions / Banks	128410	0.01
Central Government / State Government(s)	496846	0.05
Insurance Companies	162937	0.02
Foreign Institutional Investors	458277877	47.71
Sub Total	493876476	51.42
(2) Non-Institutions
Bodies Corporate	27988746	2.91
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	16770044	1.75
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	4229057	0.44
Any Others (Specify)	3914185	0.41
Overseas Corporate Bodies	984	0.00
NRIs/Foreign Individuals	3690	0.00
Non Resident Indians	2422442	0.25
Trusts	1396160	0.15
Others	90909	0.01
Sub Total	52902032	5.51
Total Public shareholding (B)	546778508	56.93
Total (A)+(B)	960448720	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	960448720	100.00

SHAREHOLDING OF SECURITIES (INCLUDING SHARES, WARRANTS, CONVERTIBLE SECURITIES) OF PERSONS BELONGING TO THE CATEGORY PROMOTER AND PROMOTER GROUP

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)
Cyquator Media Services Private Limited	10,35,69,262	10.78	85815900	82.86	8.93	10.78
Cyquator Media Services Private Limited	9,49,51,000	9.89	62133700	65.44	6.47	9.89
Cyquator Media Services Private Limited	87,83,646	0.91	0	0.00	0.00	0.91
Cyquator Media Services Private Limited	74,60,000	0.78	0	0.00	0.00	0.78
Cyquator Media Services Private Limited	43,50,000	0.45	0	0.00	0.00	0.45
Cyquator Media Services Private Limited	43,00,000	0.45	1450000	33.72	0.15	0.45
Cyquator Media Services Private Limited	41,70,000	0.43	0	0.00	0.00	0.43
Cyquator Media Services Private Limited	41,50,000	0.43	0	0.00	0.00	0.43
Cyquator Media Services Private Limited	31,00,000	0.32	1864935	60.16	0.19	0.32
Cyquator Media Services Private Limited	22,50,000	0.23	0	0.00	0.00	0.23
Cyquator Media Services Private Limited	15,50,000	0.16	0	0.00	0.00	0.16
Cyquator Media Services Private Limited	10,80,000	0.11	0	0.00	0.00	0.11
Cyquator Media Services Private Limited	2,70,000	0.03	0	0.00	0.00	0.03
Cyquator Media Services Private Limited	15,000	0.00	0	0.00	0.00	0.00
Cyquator Media Services Private Limited	14,04,000	0.15	1404000	100.00	0.15	0.15
Essel Media Ventures Limited	10,28,88,286	10.71	0	0.00	0.00	10.71
Essel Holdings Limited	4,63,78,518	4.83	0	0.00	0.00	4.83
Essel International Limited	2,30,00,000	2.39	0	0.00	0.00	2.39
Sprit Textiles Private Limited	300	0.00	0	0.00	0.00	0.00
Essel Infraprojects Limited	100	0.00	0	0.00	0.00	0.00
Veena Investment Private Limited.	100	0.00	0	0.00	0.00	0.00
Total	41,36,70,212	43.07	152668535	36.91	15.90	43.07

SHAREHOLDING OF SECURITIES (INCLUDING SHARES, WARRANTS, CONVERTIBLE SECURITIES) OF PERSONS BELONGING TO THE CATEGORY PUBLIC AND HOLDING MORE THAN 1% OF THE TOTAL NUMBER OF SHARES

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
Oppenheimer Devloping Market Fund	77074068	8.02	8.02
Ontario Teachers Pension Plan Board NP3A All	17800000	1.85	1.85
Vabguard International Growth Fund	15605650	1.62	1.62
Oppenheimer Global Fund	15524508	1.62	1.62
New World Fund INC	14495000	1.51	1.51
Government of Singapore	13592139	1.42	1.42
Columbia Acorn International	13478000	1.40	1.40
Vanguard Emerging Market Stock Index Fund A Series of Vanguard	9750520	1.02	1.02
Total	177319885	18.46	18.46

SHAREHOLDING OF SECURITIES (INCLUDING SHARES, WARRANTS, CONVERTIBLE SECURITIES) OF PERSONS (TOGETHER WITH PAC) BELONGING TO THE CATEGORY “PUBLIC” AND HOLDING MORE THAN 5% OF THE TOTAL NUMBER OF SHARES OF THE COMPANY

Name(s) of the shareholder(s) and the Persons Acting in Concert (PAC) with them	No. of Shares	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
Oppenheimer Devloping Market Fund	77074068	8.02	8.02
Total	77074068	8.02	8.02

BUSINESS DETAILS

Line of Business :

Subject is engaged in business of Broadcasting of Satellite Television Channels uplinked from India, Space Selling agent for other television channels, Sale of Television programs, films / movies and rights including films / movies and program feeds and Production and distribution of films / movies.

Products :

ITC CODE	PRODUCT
85249001	Recorded Video Cassettes
99846310	Advertisement
9984	Broadcasting Services

Brand Names :

Not Available

Agencies Held :

Not Available

Exports :

Not Available

Imports :

Not Available

Terms :

Not Available

GENERAL INFORMATION

Suppliers :

Not Available

Customers :

Not Available

No. of Employees :

1826 (Approximately)

Bankers :

• BNP Paribas
• Deutsche Bank
• Kotak Mahindra Bank
• Standard Chartered Bank
• Yes Bank Limited

Facilities :

SECURED LOANS	31.03.2015 Rs. In Million	31.03.2014 Rs. In Million
Long Term Borrowings
Vehicle loans	12.000	16.000
Total	12.000	16.000

* Secured against hypothecation of vehicles. The aforesaid borrowings carry interest rates ranging from 9.90% p.a. - 13.18% p.a. and are repayable upto January 2019.

Auditors :
Name :	M G B and Company LLP Chartered Accountants
Memberships :	---
Collaborators :	---
Wholly owned (Direct and indirect subsidiaries) :	Asia Multimedia Distribution Inc. Asia Today Limited Asia TV Limited ATL Media FZ-LLC Eevee Multimedia Inc. Essel Vision Productions Limited Expand Fast Holdings (Singapore) Pte. Limited OOO Zee CIS LLC OOO Zee CIS Holding LLC Taj Television (India) Private Limited Taj TV Limited Zee Multimedia (Maurice) Limited Zee Multimedia Worldwide (Mauritius) Limited Zee Sports Limited Zee Technologies (Guangzhou) Limited Zee Entertainment Middle East FZ-LLC (earlier kown as Zee Telefilms Middle East FZ-LLC) Zee TV South Africa (Proprietary) Limited Zee TV USA Inc.
Others – Direct :	Zee Turner Limited (extent of holding 74%) India Webportal Private Limited (extent of holding 51%)
Associate:	Aplab Limited (extent of holding 26.42%) Idea Shop Web and Media Private Limited (Held through India Webportal Private Limited) (extent of holding 38.61%) Asia Today Thailand Limited (Held through Asia Today Limited) (extent of holding 25%)
Joint Venture (held through Zee Turner Limited) :	Media Pro Enterprise India Private Limited (extent of holding 50%)
Other Related parties with whom transactions have taken place during the year and balance outstanding as on the last day of the year :	Agrani Wireless Services Limited Bombay Mobile Softwares Private Limited Broadcast Audience Research Council Cyquator Media Services Private Limited Digital Subscriber Management and Consultancy Services Private Limited Diligent Media Corporation Limited Dish Infra Services Private Limited Dish TV India Limited Essel Business Excellence Services Limited Essel Propack Limited Essel Corporate Resources Private Limited Essel Finance Business Loans Limited Essel Finance Management LLP Essel Shyam Communication Private Limited Essel Solar Energy Private Limited Himgiri Zee University Indian Cablenet Company Limited Intrex India Private Limited ITZ Cash Card Limited Pan India Network Infravest Private Limited Pan India Network Limited Pri Media Services Private Limited Real Media FZ-LLC Siti Cable Network Limited Smart Wireless Private Limited Tapasvi Mercantile Private Limited Veria International Limited Zee Akash News Private Limited Zee Learn Limited Zee Media Corporation Limited

CAPITAL STRUCTURE

AS ON 31.03.2015

Authorised Capital :

No. of Shares	Type	Value	Amount
2,000,000,000	Equity Shares	Re. 1/- each	Rs.2000.000 Million
21,000,000,000	Preference Shares	Re. 1/- each	Rs.21000.000 Million
	Total		Rs.23000.000 Million

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
960,448,720	Equity Shares	Re. 1/- each	Rs.960.000 Million
20,169,423,120	6% Cumulative Redeemable Non-Convertible Preference Shares	Re. 1/- each	Rs.20170.000 Million
22,273,886	6% Non-Cumulative Redeemable Non-Convertible Preference Shares	Re. 1/- each	Rs.22.000 Million
	Total		Rs.21152.000 Million

a) Reconciliation of number of Equity shares and Share capital

	Number of equity shares	Rs. In Million
At the beginning of the year	960448720	960.000
Add : Allotted on exercise of Employee Stock Options	--	--
Outstanding at the end of the year	960448720	960.000

b) Reconciliation of number of Preference shares and Share capital

	Number of Preference shares	Rs. In Million
At the beginning of the year	20,169,423,120	20170.000
Add : Allotted pursuant to the Scheme of Arrangement	22,273,886	22.000
Add : Allotted on issue of bonus Preference Shares	--
Outstanding at the end of the year	20,191,697,006	20192.000

c) 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 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.

d) Terms / rights attached to Redeemable Preference Shares

(i) 6% Cumulative Redeemable Non-Convertible Preference Shares - Listed

During the year ended 31 March 2014, the Company has issued 20,169,423,120 6% Cumulative Redeemable Non-Convertible Preference Shares of Rs. 1 each by way of bonus in the ratio of 21 Bonus Preference Shares of Rs. 1 each fully paid up for every one Equity share of Rs. 1 each fully paid up and are listed on Bombay Stock Exchange (BSE) and National Stock Exchange (NSE) in India.

The Company will redeem at par value, 20% of the total Bonus Preference Shares allotted, every year from the fourth anniversary of the date of allotment. The Company shall have an option to buy back the Bonus Preference Shares fully or in parts at an earlier date(s) as may be decided by the Board. Further, if on any anniversary of the date of allotment beginning from the fourth anniversary, the total number of Bonus Preference Shares bought back and redeemed cumulatively is in excess of the cumulative Bonus Preference Shares required to be redeemed till the said anniversary, then there will be no redemption on that anniversary. At the 8th anniversary of the date of allotment, all the remaining and outstanding Bonus Preference Shares shall be redeemed by the Company.

The holders of Bonus Preference Shares shall have a right to vote only on resolutions which directly affect their rights. The holders of Bonus Preference Shares shall also have a right to vote on every resolution placed before the Company at any meeting of the equity shareholders if dividend or any part of the dividend has remained unpaid on the said Bonus Preference Shares for an aggregate period of at least two years preceding the date of the meeting.

(ii) 6% Non-Cumulative Redeemable Non-Convertible Preference Shares - Unlisted

The Company has issued and alloted 22,273,886 6% Non-Cumulative Redeemable Non-Convertible Preference shares of Rs. 1 each fully paid up, to the shareholders of Diligent Media Corporation Limited, pursuant to the Scheme of Arrangement. These Preference shares are redeemable at par at any time within three years from the date of allotment.

The preference shareholders shall be entitled to vote only on resolutions which directly affect their rights.

e) Details of aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back during five years preceding 31 March, 2015

Name of Shareholder	Number of Shares
Equity Shares allotted as fully paid bonus shares	489,038,065
Preference Shares allotted as fully paid bonus shares	20,169,423,120
Equity Shares allotted as fully paid for consideration other than cash, pursuant to Scheme(s) of Amalgamation / Arrangement	55,030,954
Preference Shares allotted as fully paid for consideration other than cash, pursuant to Scheme of Arrangement	22,273,886
Equity Shares bought back and cancelled	24,185,210

f) Details of Equity Shareholders holding more than 5 % of the aggregate Equity shares in the Company

Name of Shareholder	Number of Shares	% holding
Cyquator Media Services Private Limited	241,402,908	25.13
Essel Media Ventures Limited	102,888,286	10.71
Oppenheimer Developing Markets Fund	68,716,575	7.15

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.

g) Details of Preference Shareholders holding more than 5 % of the aggregate 6% Cumulative Redeemable Non-Convertible Preference Shares

Name of Shareholder	Number of Shares	% holding
Essel Landmark Private Limited	4,120,000,000	20.43
Essel Media Ventures Limited	2,160,654,006	10.71
Oppenheimer Developing Markets Fund	1,895,913,054	9.40
ICICI Prudential Life Insurance Company Limited	1,320,809,586	6.55

h) Details of Preference Shareholders holding more than 5 % of the aggregate 6% Non-Cumulative Redeemable Non- Convertible Preference Shares - Unlisted

Name of Shareholder	Number of Shares	% holding
Mediavest India Private Limited	22,273,828	99.99%

FINANCIAL DATA

[all figures are in Rupees Million]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2015	31.03.2014	31.03.2013
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	21152.000	21130.000	954.000
(b) Reserves & Surplus	24723.000	18551.000	32574.000
(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)	45875.000	39681.000	33528.000
(3) Non-Current Liabilities
(a) long-term borrowings	12.000	16.000	15.000
(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	394.00	275.000	206.000
Total Non-current Liabilities (3)	406.000	291.000	221.000
(4) Current Liabilities
(a) Short term borrowings	0.000	0.000	0.000
(b) Trade payables	2236.00	1755.000	2264.000
(c) Other current liabilities	3115.000	2186.000	1643.000
(d) Short-term provisions	4351.000	3256.000	2429.000
Total Current Liabilities (4)	9702.000	7197.000	6336.000
TOTAL	55983.000	47169.000	40085.000
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	2661.000	2558.000	2199.000
(ii) Intangible Assets	274.000	70.000	61.000
(iii) Capital work-in-progress	879.000	997.000	69.000
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	6593.000	8080.000	5995.000
(c) Deferred tax assets (net)	266.000	172.000	128.000
(d) Long-term Loan and Advances	6571.000	6457.000	4036.000
(e) Other Non-current assets	0.000	0.000	0.000
Total Non-Current Assets	17244.000	18334.000	12488.000
(2) Current assets
(a) Current investments	4495.000	2000.000	4697.000
(b) Inventories	12071.000	11202.000	9585.000
(c) Trade receivables	8318.000	7980.000	7171.000
(d) Cash and cash equivalents	3012.000	1646.000	2394.000
(e) Short-term loans and advances	10327.000	4911.000	2825.000
(f) Other current assets	516.000	1096.000	925.000
Total Current Assets	38739.000	28835.000	27597.000
TOTAL	55983.000	47169.000	40085.000

PROFIT & LOSS ACCOUNT

	PARTICULARS			31.03.2015	31.03.2014	31.03.2013
	SALES
		Income		34262.000	30757.000	25659.000
		Other Income		2273.000	1845.000	1189.000
		TOTAL		36535.000	32602.000	26848.000
Less	EXPENSES
		Operational Cost		13498.000	13101.000	10703.000
		Employee Benefits Expenses		2816.000	2238.000	1904.000
		Other Expenses		7501.000	5103.000	4429.000
		TOTAL		23815.000	20442.000	17036.000
	PROFIT/(LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION			12720.000	12160.000	9812.000
Less	FINANCIAL EXPENSES			18.000	72.000	13.000
	PROFIT/(LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION			12702.000	12088.000	9799.000
Less	DEPRECIATION/ AMORTISATION			580.000	338.000	280.000
	PROFIT/(LOSS) BEFORE TAX			12122.000	11750.000	9519.000
Less	TAX			3804.000	4027.000	3112.000
	PROFIT/(LOSS) AFTER TAX			8318.000	7723.000	6407.000
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD			16551.000	15998.000	13328.000
Less / Add	Adjustment of Depreciation as per transitional provisions			(135.000)	0.000	0.000
Less / Add	Deferred Tax on the above			47.000	0.000	0.000
Add	DIVIDEND (INCLUDING TAX) ON EQUITY SHARES BOUGHT BACK AND CANCELLED			0.000	0.000	8.000
Less	UTILIZED ON ISSUE OF 6% CUMULATIVE REDEEMABLE PREFERENCE SHARES – BONUS			0.000	2822.000	0.000
Less	APPROPRIATIONS
			Dividend on 6% Cumulative Redeemable Preference Shares	1211.000	86.000	0.000
			Tax on dividend on Preference Shares	242.000	15.000	0.000
			Proposed dividend on Equity Shares	2161.000	1921.000	1919.000
			Tax on dividend on Equity Shares	440.000	326.000	326.000
			Transferred to general reserve	0.000	2000.000	1500.000
	BALANCE CARRIED TO THE B/S			20727.000	16551.000	15998.000
	EARNINGS IN FOREIGN CURRENCY
			FOB Value of Exports	1731.000	1606.000	1165.000
			Broadcasting Revenue	301.000	227.000	198.000
			Transmission Revenue	253.000	152.000	130.000
			Commission- Space Selling	124.000	109.000	118.000
			Interest Income	349.000	198.000	39.000
			Others	81.000	45.000	28.000
	TOTAL EARNINGS			2839.000	2337.000	1678.000
	IMPORTS
			Capital Equipment	174.000	391.000	451.000
			Raw Stock	0.000	1.000	1.000
			Software - Intangible asset	18.000	7.000	5.000
	TOTAL IMPORTS			192.000	399.000	457.000
	Earnings Per Share (Rs.)
	-- Basic			7.15	7.94	6.71
	-- Diluted			7.15	7.94	6.69

CURRENT MATURITIES OF LONG-TERM DEBT BORROWINGS:

Particulars	31.03.2015	31.03.2014	31.03.2013
Current maturities of long-term borrowings	10.000	11.000	9.000
Cash generated from operations	10198.000	8049.000	9823.000
Net cash flow from operating activities	6623.000	4430.000	6698.000

KEY RATIOS

PARTICULARS		31.03.2015	31.03.2014	31.03.2013
Net Profit Margin (PAT / Sales)	(%)	24.28	25.11	24.97
Operating Profit Margin (PBIDT/Sales)	(%)	37.13	39.54	38.24
Return on Total Assets (PBT/Total Assets}	(%)	25.13	30.99	28.09
Return on Investment (ROI) (PBT/Networth)		0.26	0.30	0.28
Debt Equity Ratio (Total Debt /Networth)		0.00	0.00	0.00
Current Ratio (Current Asset/Current Liability)		3.99	4.01	4.36

STOCK PRICE

Face Value :	1.00/-
Market Value :	378.65 /-

FINANCIAL ANALYSIS

[all figures are in Rupees Million]

DEBT EQUITY RATIO

Particular	31.03.2013	31.03.2014	31.03.2015
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Share Capital	954.000	21130.000	21152.000
Reserves & Surplus	32574.000	18551.000	24723.000
Share Application money pending allotment	0.000	0.000	0.000
Net worth	33528.000	39681.000	45875.000
long-term borrowings	15.000	16.000	12.000
Short term borrowings	0.000	0.000	0.000
Current Maturities of Long Term Debt	9.000	11.000	10.000
Total borrowings	24.000	27.000	22.000
Debt/Equity ratio	0.001	0.001	0.000

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2013	31.03.2014	31.03.2015
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Sales	25659.000	30757.000	34262.000
		19.868	11.396

NET PROFIT MARGIN

Net Profit Margin	31.03.2013	31.03.2014	31.03.2015
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Sales	25659.000	30757.000	34262.000
Profit	6407.000	7723.000	8318.000
	24.97%	25.11%	24.28%

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check list by info agents	Available in Report (Yes/No)
1	Year of establishment	Yes
2	Constitution of the entity -Incorporation details	Yes
3	Locality of the entity	Yes
4	Premises details	No
5	Buyer visit details	--
6	Contact numbers	Yes
7	Name of the person contacted	No
8	Designation of contact person	No
9	Promoter’s background	Yes
10	Date of Birth of Proprietor / Partners / Directors	Yes
11	Pan Card No. of Proprietor / Partners	No
12	Voter Id Card No. of Proprietor / Partners	No
13	Type of business	Yes
14	Line of Business	Yes
15	Export/import details (if applicable)	Yes
16	No. of employees	Yes
17	Details of sister concerns	Yes
18	Major suppliers	No
19	Major customers	No
20	Banking Details	Yes
21	Banking facility details	Yes
22	Conduct of the banking account	--
23	Financials, if provided	Yes
24	Capital in the business	Yes
25	Last accounts filed at ROC, if applicable	Yes
26	Turnover of firm for last three years	Yes
27	Reasons for variation <> 20%	--
28	Estimation for coming financial year	No
29	Profitability for last three years	Yes
30	Major shareholders, if available	Yes
31	External Agency Rating, if available	Yes
32	Litigations that the firm/promoter involved in	--
33	Market information	--
34	Payments terms	No
35	Negative Reporting by Auditors in the Annual Report	No

INDEX OF CHARGE:

S.NO.	CHARGE ID	DATE OF CHARGE CREATION/MODIFICATION	CHARGE AMOUNT SECURED	CHARGE HOLDER	ADDRESS	SERVICE REQUEST NUMBER (SRN)
1	10184111	16/09/2013 *	500,000,000.00	YES BANK LIMITED	9TH FLOOR, NEHRU CENTRE, DISCOVERY OF INDIA,, DR.  ANNIE BESANT ROAD, WORLI,, MUMBAI, MAHARASHTRA -  400018, INDIA	B86412277
2	10020837	27/09/2013 *	500,000,000.00	ING VYSYA BANK LIMITED	22, M G ROAD,BANGALORE, BANGALORE, KARNATAKA - 560  001, INDIA	B88445432

*Date of modification Charges

CONTINGENT LIABILITIES

Particulars	31.03.2015 (Rs. In Million)	31.03.2014 (Rs. In Million)
a) Corporate Guarantees	11,049	12,366
For subsidiaries, loans outstanding	791	1,396
For other related parties, loans outstanding Rs./Millions 791 (1,265)^
b) Disputed Indirect Taxes	511	463
c) Disputed Direct Taxes *	4,873	2,355
d) Claims against the Company not acknowledged as debts #	626	624
e) Legal cases against the Company @	Not ascertainable	Not ascertainable

^ Includes commitment for meeting shortfall funding towards revolving debt service reserve account (DSRA) obligation against financial facilities availed by the borrowers.

* Income tax demands mainly include appeals filed by the Company before various appellate authorities (including Dispute Resolution panel) against the disallowance of expenses / claims, non-deduction / short deduction of tax at source, transfer pricing adjustments etc. The management is of the opinion that its tax cases will be decided in its favour and hence no provision is considered necessary at this stage.

# The amount represents the best possible estimate arrived at on the basis of available information. The Company has engaged reputed advocates to protect its interests and has been advised that it has strong legal positions against such disputes.

@ The Company has received legal notices of claims / lawsuits filed against it relating to infringement of copyrights, defamation suits etc. in relation to the programs produced / other matters. In the opinion of the management, no material liability is likely to arise on account of such claims / law suits

FINANCIAL HIGHLIGHTS

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report, which affect the financial position of the Company. Based on internal financial control framework and compliance systems established in the Company, the work performed by statutory, internal and secretarial auditors and reviews performed by the management and/or relevant Audit and other Committees of the Board, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2014-15.

BUSINESS OVERVIEW

The Company had a successful FY2015 with strong financial results, their focus on delivering superior performance. During FY2015, Indian economy witnessed signs of optimism due to stable central government and improved macro-economic conditions. The Indian television media industry registered a growth of 14% in revenue and continued to progress in its dynamic operating environment. While digitization in Phase I and Phase II cities were completed, the rollout of digitization process in Phase III and Phase IV cities of the country during the year signified a positive development for the industry which is expected to boost subscription revenues in the future. Advertisement revenues for the television industry, on the other side, have continued to grow in line with overall

media industry’s ad spends with the pace expected to pick up in the future.

During the year, the Company enhanced its product portfolio both in domestic as well as international markets, with the launch of:

• Zindagi : A premium Hindi GEC, which airs shows with content set beyond the borders of India from countries like Pakistan and Turkey. Positioned as ‘Jodein Dilo Ko’, Zindagi is a channel that believes in connecting people of different cultures

• &tv : A Hindi GEC aimed at targeting the contemporary mindset viewers. The channel endeavors to create continuing conversation with an audience that is interested in staying connected and engaged with the world around them

• Zee World : First English GEC with dubbed and subtitled Indian content for mainstream African viewer

• Zee Nung : A 24/7 Bollywood movie channel in Thailand, fully dubbed and subtitled in Thai language

• Zee Hiburan : A localized GEC in Indonesia with fully dubbed or subtitled content in Bahasa language.

The Company’s flagship channel, Zee TV, continued to maintain the second spot in the Hindi GEC space during the year with the launch of several successful shows, including Kumkum Bhagya, Jamai Raja, DID 4 and Sa Re Ga Ma Pa Lil Champs.

Zee Cinema continued to lead the Hindi Movie genre and strengthened its movie libraries. Some of the Bollywood’s biggest blockbusters premiered on Zee Cinema include, Entertainment, Holiday, Raja Natwarlal and Main Tera Hero.

Regional entertainment channels of the Company continued their strong growth in respective markets. Zee Marathi increased its market share to more than 50% during the year and has been the No. 1 channel since August 2013. The channel premiered blockbuster movie “Lai Bhaari”, the biggest World TV premiere on Marathi television in last 5 years. Zee Bangla continued to be a strong player in the Bangla GEC space and performed extremely well in the non-fiction genre, driven by shows like Dadagiri Unlimited - 5 and Sa Re Ga Ma Pa.

Zee Telugu was in the No.2 position in the weekday Primetime band between 1830-2230hrs on the back of popular fiction shows like Mudda Mandaram, Rama Seetha, and Mooga Manasulu. The launch of Rama Seetha received the highest viewership for any new launch in this space. Zee Kannada garnered a 14% market share in the Karnataka market and has added shows like Srirastu Subhamastu and Jothe Jotheyali in fiction and shows like Life Super Guru and Maharshi Vani in the non-fiction formats. Zee Tamil was a strong No.3 player among all Tamil GECs, with shows like Solvathellam Unmai and CID.

Zee Café and Zee Studio are the company’s English language offerings. Zee Café is one of the leading players in the English GEC category and has the telecast rights to the latest series programming of America’s leading TV shows like The Big Bang Theory, House of Cards, The Mentalist etc. Zee Studio on the other hand is an English movie channel that shows all the latest blockbusters to the Hollywood loyalist. During FY15, Zee Studio, in its continued effort to entertain its audience launched its new ideology, “See it All” and showcased premiere movies like Mission Impossible: Ghost Protocol, Avengers, Megamind etc. These English channels continue to strengthen the network subscription bouquet.

With telecast rights to 5 of the 10 cricket boards which ensure coverage of cricket of all test playing countries, the Company’s sports channels continue to enthrall viewers across the country. Some of the major acquisitions during the year include renewal of rights with the Pakistan Cricket Board, WWE and UEFA Champions League. Ten Sports also bagged the rights for MotoGP for the next five years.

The Company continued its focus on expansion in International markets through its international channel offerings. During the year penetration of ZEE network channels in international territories were enhanced. The major highlights for the year are outlined below:

• In US, Zee channels were added onto additional platforms like Charter

• Zee celebrated 20 years of its presence in UK and Europe market

• &TV was launched in the UK market

• Zee Cinema International was launched in Africa

• Zee Tamil and Zee Khana Khazana were launched in the Indian Ocean Islands

• Zee TV continued to be the Number 1 South Asian channel both in terms of GRPs and reach in the UAE

• Zee TV launched Parwaaz a drama series that was entirely produced in the UAE, which broke all viewership in the UAE among South Asians

• Zee Aflam consolidated its position as the top Bollywood channel catering to Arabic audiences

• Zee Alwan continues to grow its reach in the market with shows like Jodha Akbar, Qubool and Rihlet Saloni S3 (Saath Phere - Season 3).

MANAGEMENT DISCUSSION AND ANALYSIS

OVERVIEW

Zee Entertainment Enterprises Limited (ZEE) (BSE Code: 505537, NSE Code: ZEEL.EQ) is one of India’s largest vertically integrated media and entertainment company. The Company was formed in 1982. ZEE was the first private company to launch a satellite channel in India and from being a single channel for a single geography today operates multiple channels across multiple geographies in different languages and genres. The Company’s programming reaches out to over 959 million viewers across 169 countries globally.

ZEE channel portfolio, across various genres in the Indian market, includes:

i. Hindi Entertainment: Zee TV, Zee Smile, Zee Anmol, Zindagi, &tv

ii. Hindi Movies: Zee Cinema, Zee Action, Zee Classic, &pictures

iii. English Entertainment, Movies and Life style: Zee Studio, Zee Café

iv. Regional Language Entertainment: Zee Marathi, Zee Talkies, Zee Bangla, Zee Bangla Cinema, Zee Telegu, Zee Kannada, Zee Tamil

v. Sports: TEN Sports, TEN Cricket, TEN Action, TEN Golf

vi. Religious and Alternate Lifestyle: Zee Salaam

vii. Music: Zing, ETC Bollywood

viii. Niche and Special Interest: Zee Khana Khazana, Zee Q

ix. HD: Zee TV HD, Zee Cinema HD, Zee Studio HD, TEN HD, &pictures HD, &tv HD

Apart from the channels listed above which are available in India, the Company also broadcasts 36 dedicated channels in the international markets.

MEDIA AND ENTERTAINMENT INDUSTRY

The Indian Media and Entertainment Industry witnessed a moderate growth in 2014. The industry grew from Rs. 918 billion in 2013 to Rs. 1,026 billion in 2014, registering a growth rate of 12%. Television sector grew from Rs. 417 billion in 2013 to Rs. 475 billion in 2014, registering a growth of 14%. (Source: FICCI-KPMG Indian Media and Entertainment Industry Report 2015)

Total advertising spend across media was Rs. 414 billion in 2014 contributing to 40% of Media and Entertainment industry revenues. In light of the continued economic growth, advertising revenues saw a growth of 14% in 2014. On account of improving monetization due to digitization, in 2014, subscription revenues grew at annualized growth rate 16%. (Source: FICCI-KPMG Indian Media and Entertainment Industry Report 2015).

It was another landmark year for the television industry in many ways. FY15 saw the formation of the viewership measurement system by Broadcast Audience Research Council (BARC). BARC is expected to deliver superior viewership data on account of more relevant classification parameters (NCCS instead of SEC), tracking of substantially higher viewership universe (~150 Mn Households) including rural households, as well as higher quality of data monitoring through audio watermarking of channel feeds.

BUSINESS PROFILE

ZEE is an integrated media and entertainment company engaged primarily in broadcasting and content development, production and its delivery via satellite. The Company has 33 domestic channels that serve the widest array of content in India and is the leading broadcaster across the country. ZEE is also the pioneer in the international markets with 36 dedicated channels serving Indian content across 169 countries.

CORPORATE INFORMATION

Zee Entertainment Enterprises Limited (“ZEEL” or “the Company”) is incorporated in the State of Maharashtra, India and is listed on Bombay Stock Exchange (BSE) and National Stock Exchange (NSE) in India. The Company is mainly in the following businesses:

(a) Broadcasting of Satellite Television Channels;

(b) Space Selling agent for other satellite television channels;

(c) Sale of Media Content i.e. programs / film rights / feeds / music rights

FIXED ASSETS:

· Leasehold Land

· Leasehold Improvements

· Building

· Computers

· Plant and Machinery

· Office Equipments

· Furniture and Fixtures

· Vehicles

· Software

· Trade Mark

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 records 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.63.55
UK Pound	1	Rs.99.10
Euro	1	Rs.68.83

INFORMATION DETAILS

Information Gathered by :	PRT
Analysis Done by :	KRN
Report Prepared by :	SNT

SCORE & 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	8
--PROFITABILIRY	1~10	8
--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	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		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 & 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.