Zee Media Corporation Ltd Directors Report.

To the Members,

Your Directors take pleasure in presenting the 21st (Twenty First) Board Report of your Company providing an overview of the business and operations of the Company together with the Annual Audited Financial Statements for the Financial Year (FY) ended March 31, 2020, prepared as per Indian

Accounting Standards prescribed under Section 133 of the Companies Act, 2013 (Act).

1. FINANCIAL HIGHLIGHTS

The financial performance of your Company for the FY ended March 31, 2020 is summarized below:

(Rs. in million]

Particulars Standalone - Year ended Consolidated - Year ended
March 31,2019 : March 31, 2019
Total Revenue 5,687.35 6,187.40 6,408.14 6,985.82
Total Expenses 5,102.41 5,442.45 5,612.34 5,866.85
Profit before Tax, Share of Profit / (Loss] of Associates & Exceptional items 584.94 744.95 795.80 1,118.97
Exceptional Items (3,255.35) (1,033.46) (3,255.35) (621.32)
Share of Profit / (Loss) of Associates - - 26.15 (5.59)
Profit / (Loss] before Tax (2,670.41] (288.51] (2,433.40] 492.06
Tax Expenses (Net) (214.71) (264.24) (277.75) (360.32)
Profit /(Loss] after Tax from Continuing Operations (2,885.12] (552.75] (2,711.15] 131.74

The material changes and commitments that have occurred after close of the financial year till the date of this report which affects the financial position of the Company has been detailed out in the Business Overview section of this report.

Based on internal financial control framework and compliance systems established in the Company and verified by the external professional firms and statutory auditor and reviews performed by the management and/ or the Audit Committee of the Board, your Board is of the opinion that Companys internal financial controls were adequate and effective during the financial year 2019-20.

2. OUTBREAK OF COViD-19

Before COVID-19 pandemic and resultant lockdowns, the M&E sector in India was expected to cross Rs.2.4 trillion (US$34 billion) by 2022 at a CAGR of 10% according to the FICCI-EY report. However, the economic slowdown, which began in H2 2019 and intensified due to COVID-19, may result in these projections not being realised. While the years 2020 and 2021 would be most affected with the economy projected to contract in the former, there is likely

to be a spillover effect in 2022 if a permanent antidote to the Sars-Cov2 virus is not found soon enough. The pandemic has affected most industries badly, and there is likely to be a negative impact of 18% in the advertising revenues, whereas a significant uptick in content consumption because of lockdowns is likely to limit the hit to subscription revenues in the region of -14%.

The pandemic has accelerated the shift in consumption towards digital with a more sustainable increase in consumption of OTT and other online media vs TV. TV saw an initial bump but has seen the ratings tapering down and will continue to remain affected due to lack of or delay in the release of new content primarily related to sporting events. The news segment has been the foremost beneficiary of increased TV viewership post-COVID. Even the online news aggregators and digital editions of mainstream media saw a significant jump in traffic. As India is multi-cultural, multi-dimensional, heterogeneous in nature and a continent in itself, the news value will remain robust in times to come, though the consumption medium may change from time to time.

The Company continued to operate and provide services without any disruptions subsequent to the outbreak of Coronavirus (COVID-19) and consequential lock down across the Country. Zee Media network of news channels were the trusted source of credible information on the illness, government measures, and related news. They dispelled many rumors and distortions to benefit the audience. The channels went above and beyond to suggest means of coping with the lockdown and restrictions. In addition, the news and thematic programmes from the channels captured stories of human, social, economic, business, personal, health, clinical, lifestyle, environmental, and such multi-dimensional impact of the pandemic. Positive and inspirational news stories from the smallest towns in India to foreign countries were highlighted in addition to updates on the clinical struggle to find out a cure and a vaccine for the pandemic to cover the Fight aspect. The network kept the audience engaged with news and entertainment, during the lockdown due to Covid-19.

3. DIVIDEND

With a view to conserve the resources for future business requirements and expansion plans and in view of losses in financials during the year, your Board has not recommended any dividend for the year under review.

4. BUSINESS OVERVIEW

Your Company is Indias leading News organization with interests in Global, National and Regional News channels and Digital News Publishing. The Companys business portfolio comprises of directly owned news media and one channel through its 100% owned subsidiary Zee Akaash News Private Limited. The Company has a country-wide network of news bureaus and correspondents, strong editorial team equipped with well-known professionals accomplished in 24/7 broadcast journalism and world- class technology for content creation, packaging, and broadcasting.

As per FICCI-EY "The era of consumer A.R.T. - Acquisition Retention and Transaction", the Indian Media and Entertainment (M&E) sector reached Rs.1.82 trillion (US$25.7 billion) in 2019, registering a growth of 9% as compared to 2018 with its current trajectory, the M&E sector in India is expected to cross Rs.2.4 trillion (US$34

billion) by 2022, at a CAGR of 10%.

In 2019, digital media grew 31% to reach Rs.221 billion and is expected to grow at 23% CAGR to reach Rs.414 billion by 2022. Digital advertising grew 24% to Rs.192 billion driven by increased consumption of content on digital platforms and marketers preference to measure performance. SME and long tail advertisers increased their spend on digital media as well. Pay digital subscribers crossed 10 million for the first time as sports and other premium content were put behind a paywall. Consequently, subscription revenue grew 106% to Rs.29 billion. Digital consumption grew across platforms where video viewers increased by 16%, audio streamers by 33% and news consumers by 22%. The news consumption will continue to attract wider section of the Community due to events around elections, sports, pandemic, and government related initiatives. In recent times lockdown compelled the viewers to consume more and more news items due to fear, adventure and remedial measures for pandemic, stress and overall information on worldly affairs. Zee Media being a broadcaster providing news channels in different languages provides opportunity to the advertisers to launch, penetrate, popularize, impact assessment of product, policy and wider acceptability.

Zee News, the flagship channel of your Company was aimed at delivering news that touches the pulse of the nation and enjoyed the highest average time spent by viewers across the Hindi news genre. Zee Business News channel adopted the approach of expanding the coverage to highly diverse segments of the Indian economy for increasing its reach during the year. It was ranked 1st with a viewership of over 2 million viewers in the key demographic segment for business news. Zee Hindustan is the networks 2nd national Hindi news channel focused only on groundbreaking and analytical news programming under its new avatar. It reached a viewership of over 53.6 million through continued focus on unique news programming. Zee 24 Ghanta is the networks Bengali news offering won the hearts of its audience because of its diverse content and reached more than 14.2 million viewers. Zee 24 Taas is the networks Marathi news offering reached 18.9 million audiences across India on account of the quality and pertinence of its content. WION, the 1st Global English news channel emanating out of India, witnessed growth in viewership.

Zee Punjab Haryana Himachal channel addresses the audiences across Himachal Pradesh and Haryana, besides Punjab. It was ranked 1st with a 29.4% market share and reached more than 5.50 million viewers. Zee Madhya Pradesh Chhattisgarh channel, through its relevant and engaging content, maintained its dominant position in the region with 49.4% market share, 18.1 minutes viewer stickiness and more than 3.56 million coverage.

During the year, your company took two major steps to synergize the broadcast and digital businesses leading to strong growth across the digital portfolio. First, to utilize the brand strength of various channels, the company launched 12 new brand websites (to complement its channel portfolio) and 3 more languages (Odia, Punjabi, and Urdu) leading to expansion of portfolio to 18 brands. Secondly, to ensure percolation of "Digital First" philosophy in the entire organisation and to streamline news flow, the broadcast and digital editorial teams for each channel were aligned together.

Consequently, during the year, the language news portfolio together attracted more than 450 million visitors and more than 5 billion page-views. Zeebusiness.in, your networks business news offering for digital platforms, registered 42% growth in visitors to 98 million and 64% growth in page-views to 333 million. Wionews.com, your networks English Global News platform, witnessed 44% growth in visitors to 6.6 million and 2x growth in page views to 56 million. Your Companys social media pages continue to complement respective broadcast as well digital platforms and consistently interact with viewers, making them the most engaging social media pages in the industry. As of March 2020, your Company had crossed more than 70 million followers across various social media platforms.

During FY 20, the Consolidated operations witnessed decline of 8% in operating revenue (Rs.6,317.52 Million as against Rs.6,869.18 Million in FY 19) and growth of 5.1% in EBITDA (Rs.1,825.00 Million as against Rs.1,736.37 Million in FY 19) and the Standalone operations registered decline of 8% in operating revenue (Rs.5593.45 Million as against Rs.6,071.11 Million in FY 19) and growth of 13.1% in EBITDA (Rs.1,447.27 Million as against Rs.1,279.16 Million in FY 19). However, in view of an Exceptional Item towards provision

of Rs.3,255.35 Million in the standalone financials towards Impairment loss in the value of investment in Preference Shares of Diligent Media Corporation Limited, your Company on standalone basis reported Net Loss (before tax) of Rs.2,670.41 Million.

The material changes and commitments that have occurred after close of the financial year till the date of this report which affects the financial position of the Company is with respect to the invocation of the Corporate Guarantee issued by the Company. The Company had issued a Corporate Guarantee on June 29, 2015, to IDBI Trusteeship Services Limited (Security Trustee) for the Non-Convertible Debentures (NCDs) aggregating to Rs.250 Crores, issued by Pri - Media Services Private Limited, (former Wholly Owned Subsidiary of the Company), which subsequently merged with Diligent Media Corporation Limited (DMCL). The Security Trustee has informed the Company that despite their discussions with the DMCL, DMCL has not yet redeemed the NCDs in full and therefore, in terms of the said Corporate Guarantee, the Security Trustee, vide its letter dated October 17, 2020, invoked the Corporate Guarantee issued by the Company and called upon the Company to make a payment of an amount aggregating to Rs.457,11,05,831/- (Rupees Four Hundred Fifty Seven Crore Eleven Lakhs Five Thousand Eight Hundred Thirty One Only), within a period of 10 working days.

Subsequent to the receipt of above mentioned invocation notice, the Company has been in discussion with the Security Trustee to settle the said matter. The Company has also been in discussion with financial institutions/ investors to raise funds in order to make the payment towards its Corporate Guarantee Obligation (on such terms as may be concluded with the Security Trustee/ Investors). In furtherance of the same, the Board at its meeting held on October 30, 2020, approved issuance of Compulsorily Convertible Preference Shares, subject to approval of the members and also authorized the management to undertake discussion/negotiation for raising of funds through Non-Convertible Debentures. The management is in the process of discussion with the Investors for raising of funds through Non-Convertible Debentures. Further, upon approval of the Board, the Company has initiated the process of seeking consent of the shareholders for issuance of Compulsorily

Convertible Preference Shares, to settle part Liability arising out of above said invocation.

5. SUBSiDiARiES & ASSOCiATES

As on March 31, 2020, your Company had 1 (one) Wholly Owned Subsidiary viz. Zee Akaash News Private Limited and 2 (two) Associate entities, viz. Today Merchandise Private Limited and Today Retail Network Private Limited. There have been no material changes in the nature of business of the subsidiaries. All subsidiaries and Associates of the Company are managed by their respective Board of Directors in the best interest of those companies and their shareholders.

Wholly Owned Subsidiary

Zee Akaash News Private Limited is a Wholly Owned Subsidiary of the Company incorporated in the State of Maharashtra. The Company is inter-alia engaged in the business of broadcasting of satellite television channels namely - Zee 24 Ghanta in Bengali Language. The Company is a material subsidiary as on March 31, 2020, as per the thresholds laid down under the SEBI Listing Regulations.

Subsequent to the closure of financial year, the Board of Directors of the Company at their meeting held on October 24, 2020, have approved incorporation of a wholly owned subsidiary of the Company. In terms of the said approval, a Wholly Owned Subsidiary (WOS) Company in the name of Rapidcube Technologies Private Limited has been incorporated on October 29, 2020. The said Company is yet to commence its operations.

Associates

Today Merchandise Private Limited and Today Retail Network Private Limited are the associate companies of your Company. Today Merchandise Private Limiteds objects include handling customer acquisition, marketing, procurement, sales promotion, brand management, website hosting and other ancillary activities. Today Retail Network Private Limiteds objects include trading of merchandise like International books, apparels, footwears etc. through internet promotions.

Apart from the above, there is no other Subsidiary/Joint- venture/Associate within the meaning of section 2(87) and section 2(6) of the Act, of the Company. No other Subsidiary/Associate was established or divested during FY 2019-20.

Audited Accounts of Subsidiary company

Your Company has prepared the Audited Consolidated Financial Statements in accordance with Section 129(3) of the Act read with the applicable Indian Accounting Standards and Listing Regulations. As required under the Indian Accounting Standards (Ind AS), notified under Secton 133 of the Companies Act, 2013 and applicable provisions of the Listing Regulations, the Audited Consolidated Financial Statements of the Company reflecting the Consolidation of the Accounts of its Subsidiary are included in this Annual Report. Further, a Statement containing the Salient Features of the Financial Statements of Subsidiaries/Associate Companies/Joint Ventures pursuant to sub-section 3 of Section 129 of the Companies Act, 2013 (the Act) in the prescribed form AOC-1 is appended to this Board Report.

In accordance with Section 136 of the Act, the audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of the subsidiary are available on the website of the Company viz. www.zeenews.com. Your Company also has a policy in place for determining Material Subsidiaries in terms of the applicable regulations. The Policy for determining Material Subsidiaries is available on the Companys website viz. www.zeenews.com

i. capital structure

During the year under review, there was no change in the Capital Structure of the Company. Accordingly, as at March 31, 2020, the Capital structure stand as follows:

• The Authorised Share Capital of the Company is Rs 1,930,000,000/- (Rupees One hundred and Ninety- Three Crore Only) divided into 1,930,000,000 (One hundred and Ninety-Three Crore) Equity shares of Re.1/- (Rupee One Only) each.

• The Paid-up Share Capital of the Company is Rs.470,789,505/- (Rupees Forty Seven Crore Seven lakh Eighty Nine Thousand Five Hundred Five Only) divided into 470,789,505 (Forty Seven Crore Seven lakh Eighty Nine Thousand Five Hundred Five) Equity Shares of Re. 1/- (Rupee One Only) each.

In order to facilitate the issue of Compulsorily Convertible Preference Shares (CCPS), the Board of Directors at their meeting held on October 30, 2020 approved the Postal Ballot Notice dated October 30, 2020, to seek approval of the Shareholders for reclassification of the Share Capital and to amend capital clause i.e. Clause V of the Memorandum of Association of the Company. The proposed change / reclassification in the composition of Authorised Share Capital of the Company is from Rs.193,00,00,000/- (Rupees One hundred and ninety three crores only) divided into 193,00,00,000 (One hundred and ninety three crores) Equity Shares of Rs1 /- (Rupee One) each" to Rs.193,00,00,000 /- (Rupees One hundred and ninety three crores only) divided into 177,00,00,000 (One hundred and seventy seven crores) Equity Shares of Re. 1 /- (Rupee One) each and 16,00,00,000 (Sixteen crore) Preference Shares of Rs. 1/- (Rupee One) each". The said Resolution, if approved by the Shareholders of the Company with requisite majority, shall deemed to have been passed on the last date specified by the Company for E-Voting i.e. Tuesday, the 1st day of December 2020.

Listing of Companys Securities

Your Companys equity shares continue to be listed and traded on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). Both these Stock Exchanges have nation-wide trading terminals and hence facilitates the shareholders/investors of the Company in trading the shares. The Company has paid the annual listing fee for the FY 2020-21 to the said Stock Exchanges.

Depositories

Your Company has arrangements with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), the Depositories, for facilitating the members to trade in the equity shares of the Company in Dematerialized form. The Annual Custody fees for the FY 2020-21 has been paid to both the Depositories.

7. EMPLOYEES STOCK OPTiON SCHEME

The Employee Stock Option Scheme approved by the Members at the Annual General Meeting held on August 18, 2009 has not been implemented and no Stock Options were granted under the said ESOP Scheme till date. In view of this, particulars as required under Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 are not provided.

8. credit rating

During the year under review, CARE Ratings Limited ("CARE"), based on its assessment of certain developments such as weakening of the capital structure and liquidity position of the Company, after factoring- in the corporate guarantee extended to Diligent Media Corporation Limited (DMCL) for its non-convertible debentures, revised ratings as under:

- In July 2019, from "CARE A" to "CARE BBB, Stable" for Long-term Bank Facilities including Term Loan and Cash Credit and revised the rating for Shortterm Bank Facilities (Bank Guarantee) to "CARE A3+" from "CARE A1";

- The ratings were further reduced in November 2019, from "CARE BBB, Stable" to "CARE BB, with Negative Outlook" for Long-term Bank Facilities including Term Loan and Cash Credit and from "CARE A3+ to CARE A4" for Short-term Bank Facilities (Bank Guarantee) of the Company.

Subsequent to the closure of the financial year, CARE, vide its letter dated July 03, 2020, revised the rating from CARE B; Negative [Single B; Outlook: Negative] to CARE C; Negative [Single C; Outlook: Negative] for Longterm Bank Facilities including Term Loan and Cash Credit. Further, rating on Short-Term Bank Facilities (Bank Guarantee) of the Company had been withdrawn. The revision in rating takes into account the default on Non-Convertible Debentures (NCDs) issued by Diligent Media Corporation Limited (DMCL) and the subsequent invocation of the corporate guarantee issued by the Company, to guarantee the debt obligation of these NCDs, by the investors.

9. registered office

The Registered Office of the Company is presently situated at 14th Floor, A Wing, Marathon Futurex, N M Joshi Marg, Lower Parel, Mumbai - 400 013, Maharashtra.

10. registrar & share transfer agent

The Registrar & Share Transfer Agent (RTA) of the

Company is Link Intime India Private Limited. The Registered office of Link Intime India Private Limited is situated at C 101, 247 Park, LBS Marg, Vikhroli (West), Mumbai - 400 083, Maharashtra.

11. CORPORATE GOVERNANCE & POLICIES

The Companys principles of Corporate Governance are based on transparency, accountability and focus on the sustainable long-term growth of the Company. Responsible corporate conduct is integral to the way we do our business. Our actions are governed by our values and principles, which are reinforced at all levels within the Company. Our understanding to an effective Corporate Governance practices constitute the strong foundation on which successful commercial enterprises are built to last.

In order to maximize shareholder value on a sustained basis, your Company constantly assesses and benchmarks itself with well established Corporate Governance practices besides strictly complying with the requirements of Listing Regulations and applicable provisions of the Act.

In terms to the requirement of Regulation 34 read with Schedule V of the Listing Regulations, a detailed report on Corporate Governance along with Compliance Certificate issued by M/s. Ford Rhodes Parks & Co. LLP, Chartered Accountants, Statutory Auditors of the Company is attached and forms an integral part of this Annual Report. Management Discussion and Analysis Report as per Listing Regulations is presented in separate section forming part of this Annual Report.

In compliance with the requirements of the Act and the Listing Regulations, your Board has approved various Policies including Code of Conduct for Board of Directors and Senior Management, Policy for determining material subsidiaries, Policy for preservation of documents & archival of records on website, Policy for determining material event, Policy for fair disclosure of unpublished price sensitive information, Corporate Social Responsibility Policy, Whistle blower & Vigil Mechanism Policy, Related Party Transaction Policy and Nomination and Remuneration Policy. These policies and codes are reviewed by the Committees/Board from time to time. These policies and codes along with brief on Directors

familiarisation programme and terms and conditions for appointment of independent directors are available on Companys website viz. www.zeenews.com

In compliance with the requirements of Section 178 of the Act, the Nomination and Remuneration Committee (NRC) of your Board has fixed the criteria for nominating a person on the Board which inter alia include desired size and composition of the Board, age limits, qualification/ experience, areas of expertise, requisite skill set and independence of individual.

Further, in compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations), as amended from time to time, on prevention of insider trading, your Company has a comprehensive Code of Conduct for regulating, monitoring and reporting of trading by Insiders. The said Code lays down guidelines, which advise Insiders on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of noncompliances. Your Company has further put in place a Code of practices and procedures of fair disclosures of unpublished price sensitive information. The said codes are applicable to all Directors, KMPs and other Designated Persons, as identified in the Code, who may have access to unpublished price sensitive information of the Company. The codes are available on Companys website viz. www.zeenews.com

The Audit Committee of the Board has been vested with powers and functions relating to Risk Management which inter alia includes (a) review of risk management policies and business processes to ensure that the business processes adopted and transactions entered into by the Company are designed to identify and mitigate potential risk; (b) laying down procedures relating to Risk assessment and minimization; and (c) formulation, implementation and monitoring of the risk management plan.

12. DiRECTORS & KEY MANAGERIAL PERSONNEL

The Company has a balanced and diverse Board. The Companys Board has an optimum mix of Executive and Non-Executive Directors, to maintain independence and separate the functions of governance and management. The composition of the Board is in conformity with Regulation 17 of the Listing Regulations read with Section 149 of the Companies Act, 2013 (the Act). As on March 31, 2020, the Company consists of 6 (Six) Directors, comprising of 1 (One) Executive Director, 5 (Five) Non-Executive Directors out of which 3 (Three) are Independent Directors (including two women Independent Directors).

Post the close of the Financial Year, there has been changes in the Board members and as on the date of this Report also, the Board comprises of 6 (Six) Directors which includes 1 (One) Executive Director, 2 (Two) NonExecutive Director and 3 (Three) Independent Directors including 1 (One) Woman Independent Director.

Your Company has obtained a Certificate from Mr. Satish K Shah, Practicing Company Secretary (holding ICSI Certificate of Practice No. 3142) pursuant to Regulation 34(3) read with Schedule V para C clause 10(i) of the SEBI Listing Regulations that none of the Directors on the Board of the Company were debarred or disqualified from or continuing as Director on the Board by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any other Statutory Authority. The said Certificate is attached and forms an integral part of this Annual Report.

During the year under review and subsequent to the closure of financial year, the following changes in composition of the Board of Directors and Key Managerial Personnel took place:

(a) Mr. Ashok Venkatramani (DIN:02839145) resigned as Managing Director with effect from July 9, 2019;

(b) Mr. Sumit Kapoor resigned as Chief Financial Officer with effect from September 13, 2019;

(c) Mr. Dinesh Kumar Garg (DIN:02048097) was appointed as an Additional Director in the category of Whole Time Director (designated as an Executive Director - Finance) and Chief Financial Officer, with effect from September 20, 2019;

(d) Mr. Sudhir Chaudhary was appointed as Chief Executive Officer with effect from September 20, 2019;

(e) Mr. Pushpal Ramesh Sanghavi resigned as Company Secretary & Compliance Officer with effect from January 23, 2020;

(f) Mr. Ranjit Srivastava was appointed as Company Secretary & Compliance Officer with effect from February 1, 2020;

(g) Mr. Arun Kumar Kapoor (DIN:01779523) resigned as Non-Executive Non-Independent Director with effect from March 3, 2020;

(h) Mr. Amitabh Kumar (DIN: 00222260) was appointed as an Additional Director in the category of NonExecutive Non-Independent Director with effect from March 26, 2020;

(i) Mr. Surender Singh (DIN:08206770) was appointed as an Additional Director in the category of NonExecutive Non-Independent Director with effect from July 1, 2020;

(j) Mr. Punit Goenka (DIN:00031263) resigned as a NonExecutive Non-Independent Director and Chairman of the Board with effect from July 22, 2020;

(k) Mrs. Uma Mandavgane (DIN:03156224) ceased to be Independent Director of the Company pursuant to completion of her second term as Independent Director with effect from August 31, 2020 and

(l) Mr. Susanta Kumar Panda (DIN:07917003) was appointed as an Additional Director in the category of Independent Director and Chairman of the Board with effect from September 1, 2020.

Your Board places on record its deep appreciation for contributions made by Mr. Ashok Venkatramani as Managing Director, Mr. Sumit Kapoor as Chief Financial Officer, M r. Arun Kumar Kapoor, M r. Pu nit Goenka and Mrs. Uma Mandavgane as Directors of the Company during their tenure in the Company.

Mr. Dinesh Kumar Garg was appointed as an Additional Director in the category of Executive Director-Finance and also nominated as Key Managerial Personnel in the category of Chief Financial Officer with effect from September 20, 2019. Further, Mr. Sudhir Chaudhary was also nominated as Key Managerial Personnel in the category of Chief Executive Officer with effect from September 20, 2019.

As per Section 161 of the Companies Act, 2013, Mr. Dinesh Kumar Garg, Mr. Amitabh Kumar, Mr. Surender Singh and Mr. Susanta Kumar Panda shall hold the office as Additional Directors of the Company till ensuing Annual General Meeting of the Company. Your Company has received notice from Member(s) proposing their appointment and requisite proposals seeking your approval for the appointment of these Directors forms part of the Notice of the ensuing Annual General Meeting. Your Board recommends these proposals for approval of Shareholders.

As on the date of this Report, Mr. Sudhir Chaudhary, Chief Executive Officer, Mr. Dinesh Kumar Garg, Executive Director - Finance and Chief Financial Officer and Mr. Ranjit Srivastava, Company Secretary and Compliance Officer of the Company, are the Key Managerial Personnels of the Company in compliance with the requirements of Section 2 (51) and 203 of the Act read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Chairman of the Board

As on March 31, 2020, Mr. Punit Goenka, Non-Executive Director was the Chairman of the Board. Mr. Goenka resigned as Director and Chairman of the Board with effect from July 22, 2020. Your Board appointed Mr. Susanta Kumar Panda as an Additional Director in the category of Independent Director and Chairman of the Board, with effect from September 1, 2020. Accordingly, as on the date of this report, Mr. Susanta Kumar Panda is the Chairman of the Board.

Board Diversity

Adequate diversity on the Board is essential to meet the challenges of business globalisation, rapid deployment of technology, greater social responsibility, increasing emphasis on corporate governance and enhanced need for risk management. The Board enables efficient functioning through diversity in perspective and skill, and fosters differentiated thought processes at the back of varied industrial and management expertise, gender, knowledge and geographical backgrounds. The Board recognises the importance of a diverse composition and has adopted a Board Diversity Policy which sets out its approach to diversity.

The Company recognizes and embraces the importance of a diverse Board in its success.

Board Meetings

The meetings of the Board are scheduled at regular intervals to discuss and decide on matters of business performance, policies, strategies and other matters of significance. The schedule of the meetings is circulated in advance, to ensure proper planning and effective participation. In certain exigencies, decisions of the Board are also accorded through circulation. The Directors of the Company are given the facility to attend the meetings through video conferencing, in case they so desire, subject to compliance with the specific requirements under the Act.

The Board met 7 (Seven) times during the FY 2019-20, the details of which are given in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Act and the Listing Regulations.

Declaration by Directors/independent Directors

All Directors of the Company have confirmed that they are not debarred from holding the office of Director by virtue of any SEBI Order or order of any other such authority. The Directors, Key Managerial Personnel and Senior Management have affirmed compliance with the Code of Conduct laid down by the Company.

Independent Directors provide declarations both at the time of appointment and annually, confirming that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of Listing Regulations. Further, in terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the Listing Regulations and that they are independent of the management.

A declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, along with a declaration as provided in the Notification dated October 22, 2019, issued by the Ministry of Corporate Affairs (MCA), regarding the requirement relating to enrollment in the Data Bank for Independent Directors, has been received from all the Independent Directors, along with declaration made under Section 149(6) of the Act.

Separate Meeting of the independent Directors

In accordance with the provisions of Schedule IV to the Act and Regulation 25(3) of the Listing Regulations, separate meeting of the Independent Directors of the Company was held on March 26, 2020 without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors, performance of the Board as a whole and various Board Committees and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board, which is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation

In line with the Corporate Governance Guidelines of your Company, a formal evaluation of the performance of the Board, its Committees, the Chairman and the individual Directors was carried out during the Financial Year 201920. The Board evaluation framework has been designed in compliance with the requirements specified under the Act, the Listing Regulations, and in accordance with the Guidance Note on Board Evaluation issued by SEBI on January 5, 2017.

The Independent Directors of your Company, in a separate meeting held without presence of other Directors and management, evaluated the performance of the Chairman and other Non-Independent Directors along with the performance of the Board/Board Committees based on various criteria recommended by the NRC and Guidance Note on Board Evaluation dated January 5, 2017 issued by the Securities and Exchange Board of India. A report on such evaluation done by the Independent Directors was taken on record by the Board and further your Board, in compliance with requirements

of the Act, evaluated performance of all the Directors, Board/Board Committees based on various parameters including attendance, contribution etc. The details of the evaluation process are set out in the Corporate Governance Report which forms part of this Report.

Policy on Directors Appointment and Remuneration

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee (NRC) of your Board had fixed the criteria for nominating a person on the Board which inter alia include desired size and composition of the Board, age limit, qualification/experience, areas of expertise and independence of individual. Further, pursuant to provisions of the Act, the NRC Committee of your Board has formulated the Nomination and Remuneration Policy for the appointment and determination of remuneration of the Directors, Key Management Personnel, Senior Management and other Employees of your Company. The NRC Committee has also developed the criteria for determining the qualifications, positive attributes and independence of Directors and for making payments to Executive Directors of the Company. The policy is also available on the website of the Company at viz. www.zeenews.com

The NRC Committee takes into consideration the best remuneration practices in the industry while fixing appropriate remuneration packages. Further, the compensation package of the Director, Key Management Personnel, Senior Management and other employees are designed based on the set of principles enumerated in the said policy. Your Directors affirm that the remuneration paid to the Directors, Key Management Personnel, Senior Management and other employees is as per the Nomination and Remuneration Policy of your Company.

The applicable remuneration details of the Key Managerial Personnel, along with details of ratio of remuneration of Director to the median remuneration of employees of the Company for the FY under review are provided as Annexure to this Report.

Familiarisation programme for Directors

The Board Familiarisation Programme comprises of the following: -

• Induction Programme for new Independent Directors;

• Immersion sessions on business, functional issues and paradigm of the Industry; and

• Strategy session.

All new Independent Directors are taken through an Induction and Familiarisation Programme when they join the Board of your Company. The induction programme covers the Companys history, background of the Company and its growth over the last few years, various milestones in the Companys existence, the present structure and an overview of the business and functions.

Independent Directors of the Company have also been familiarized with their roles, rights and responsibilities in the Company as well as with the nature of industry and business model of the Company through induction programs at the time of their appointment as Directors and also through familiarization programs. To familiarize the Directors with strategy, operations and functions of the Company, the senior managerial personnel make presentations about Companys strategy, operations, product offering, market, technology, facilities, regulatory changes and risk management.

The Board including all Independent Directors are provided with relevant documents, reports and internal policies to enable them to familiarise with the Companys procedures and practices from time to time besides regular briefing by the members of the Senior Management Team. The Board including all Independent Directors on March 26, 2020 were briefed and apprised on Prohibition of Insider Trading Regulations and updates on Companies Act, 2013.

The said details of the Familiarization Programme(s) imparted to independent directors is also available on the Companys website viz. www.zeenews.com

Committees of the Board

In compliance with the requirements of Companies Act, 2013, Listing Regulations and for smooth functioning of the Company, your Board has constituted various Board Committees including Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Finance Sub-Committee, Corporate Management

Committee and Disciplinary Committee.

As on March 31, 2020, the Audit Committee of the Board comprised of Mrs. Uma Mandavgane, Independent Director as the Chairperson of the Committee, Mr. Raj Kumar Gupta (Independent Director), Dr. (Mrs.) Rashmi Aggarwal (Independent Director) and Mr. Dinesh Kumar Garg (Executive Director), as its members.

Subsequent to the closure of financial year, the following changes in composition of the Audit Committee took place:

• Mrs. Uma Mandavgane upon expiry of her second term as Independent Director of the Company, ceased to be the member and chairperson of the Audit Committee with effect from August 31, 2020;

• Mr. Susanta Kumar Panda, Independent Director of the Company has been appointed as a member of the Audit Committee with effect from November 12, 2020;and

• Mr. Raj Kumar Gupta, Independent Director of the Company has been elevated as the Chairman of the Audit Committee with effect from November 12, 2020.

Details of constitution of the Board Committees, which are in accordance with regulatory requirements, have been uploaded on the website of the Company viz. www. zeenews.com. Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members therein form part of the Corporate Governance Report annexed to this report.

All the recommendations made by the Committee of the Board including the Audit Committee were accepted by the Board.

Vigil Mechanism / Whistle Blower Policy

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Vigil Mechanism/ Whistle Blower policy which provides a robust framework for dealing with genuine concerns & grievances. The policy provides access to Directors/Employees/ Stakeholders of the Company to report concerns about unethical behavior, actual or suspected fraud of

any Director and/or Employee of the Company or any violation of the code of conduct. The policy safeguards whistleblowers from reprisals or victimization, in line with the Regulations and to make the policy much more robust necessary changes were carried to the Whistle Blower policy. Further during the year under review, no case was reported under the Vigil Mechanism. In terms of the said policy, no personnel have been denied access to the Audit Committee of the Board. The Whistle Blower Policy has been uploaded on the website of the Company at viz. www.zeenews.com

Directors and Officers (D&O) Liability insurance

In terms of Regulation 25(10) of the SEBI Listing Regulations, the Companies are required to take Directors and Officers Liability Insurance (D&O) for all of its Independent Directors. In compliance to the said regulatory provision, your Company has taken D&O Insurance for all of its Directors (including Independent Directors) and Members of the Senior Management Team for such quantum and risks as determined by the Board.

13. CORPORATE SOCiAL RESPONSiBLiTY

Corporate Social Responsibility (CSR) at Zee Media is all about creating sustainable programs that actively contribute to and support the social and economic development of the society. Accordingly, as unified approach towards CSR at Essel group level, your Company continues to route all its CSR spend through Subhash Chandra Foundation (Foundation), an entity registered under Section 8 of the Companies Act, 2013. The CSR projects are identified and recommended by the Foundation for consideration by CSR Committee and upon approval, the funds are remitted by those entities to the Foundation for utilization towards approved CSR Projects. The Foundation monitors utilization of CSR funds does impact assessment and provides periodical report for review by the CSR Committee of the Board of Directors of the Company.

While the Company has been regular in utilizing its entire CSR budget since FY 15, the CSR budget of Rs.9.48 Million for the financial year ended on March 31, 2019 could not be utilized due to non-availability of suitable CSR Projects. The CSR budget in terms of applicable regulatory provisions for the Financial Year 2019-20

was Rs.12.02 Million. Accordingly, the CSR Contribution required to be made by the Company during FY 201920, along with the unspent amount of previous year, aggregated to Rs.21.50 Million. In view of the said spending requirement, the CSR Committee at its Meeting held on November 20, 2019, approved spending of Rs.9.49 Million to fund two CSR Projects as detailed below:

(i) SACH Vijaya Scholarship program aimed to provide financial assistance to girls from economically weak background in the state of Madhya Pradesh, Chhattisgarh, Bihar, Jharkhand & Haryana; and

(ii) Project Samriddh - a livelihood initiative focused to provide youth employability & entrepreneurship skills to enable income generation opportunity for youths in the state of Madhya Pradesh, Chhattisgarh, Bihar, Jharkhand & Haryana.

Out of the said approved expenditure of Rs.9.49 Million, the Company has remitted first tranche of 4.8 Million to Foundation for the said approved activity. With regard to the balance spend of Rs.16.70 Million (including unspent amount of previous year), the same could not be utilized due to non-availability of suitable/appropriate CSR Projects. However, as part of the day-today business operations the Television Channels of the Company have been organizing various programs/events targeted towards issues of relevance to the Society as a whole. These programs/events target to felicitate and give cash awards to major contributors of the Society. They also create awareness of Constitutional Rights and Duties including Right to Vote (considering elections); support Swatch Bharat Abhiyaan; support Medium, Small and Micro Enterprises etc.

In compliance with the provisions of Section 135 of the Companies Act, 2013, the Board has a Corporate Social Responsibility Committee, which monitors and oversees various CSR initiatives and activities of the Company. As on March 31, 2020, the CSR Committee comprises of Mr. Punit Goenka, as its Chairman, Dr. Rashmi Aggarwal (Independent Director) and Mr. Dinesh Kumar Garg (Executive Director), as the Members of the Committee.

Subsequent to the closure of financial year, Mr. Punit Goenka resigned as a Non-Executive Director with effect from July 22, 2020 and accordingly ceased to be a member and chairman of the CSR Committee. Mr.

Surender Singh, Non-Executive Director of the Company has been appointed as the member and chairman of the CSR Committee with effect from September 1, 2020.

The Company has a Corporate Social Responsibility (CSR) Policy in accordance with the provisions of the Companies Act 2013 and rules made there under. The contents of the CSR Policy are disclosed on the website of the Company viz. www.zeenews.com

An Annual Report on CSR activities during Financial Year 2019-20 in compliance with the requirements of Companies Act, 2013, is appended to this Board Report.

14. AUDITORS

Statutory Auditor: At the 18th Annual General Meeting held on August 9, 2017, the Members had approved appointment of M/s. Ford Rhodes Parks & Co. LLP, Chartered Accountants, having Firm Registration No. 102860W/W100089, as Statutory Auditors of the Company to hold such office until the conclusion of 23rd Annual General Meeting of the Company to be held in the year 2022. The Company has received certificate of eligibility from M/s Ford Rhodes Parks & Co., LLP in accordance with the provisions of the Companies Act, 2013 read with rules thereunder and a confirmation that they continue to hold valid Peer Review Certificate as required under Listing Regulations.

The report of the Statutory Auditors to the Members forming part of this Annual report does not contain any qualification, reservation or adverse remarks. During FY 2020, the Statutory Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013 and therefore no disclosures are required pursuant to Section 134(3) (ca) of the Companies Act, 2013.

Secretarial Auditor: In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit for the Financial Year ended March 31, 2020 was carried out by Mr. Satish K Shah, Practicing Company Secretary (holding ICSI Certificate of Practice No. 3142). Copy of the Secretarial Audit report (MR-3) inter alia confirming compliance with applicable regulatory requirements by the Company during FY 20 is appended to this Board Report.

The said report does not contain any qualification, reservation or adverse remark or disclaimer. Reference is drawn to the below mentioned SEBI Order in the report.

During the year under review, the Company had received a show cause notice from Securities and Exchange Board of India (SEBI), the details of which are as follows:

• In response to the said Show Cause Notice dated December 4, 2019, received from SEBI regarding delayed filing of disclosures with Stock Exchanges under SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company had informed SEBI that it could not comply with the requirements of filing disclosure on the only available electronic platform of Stock Exchanges, as the Company was not in receipt of all the requisite details from the Promoter entity;

• Post receipt of the Companys response and representation, SEBI vide its Order No: Order/KS/ VC/2019/20/6434/6435 dated January 16, 2020, had imposed a penalty of 3,00,000 (Rupees Three Lakh only) on the Company under Section 15A (b) of the SEBI Act on account of violation under SEBI (Prohibition of Insider Trading) Regulations, 2015 with regard to delayed filing of disclosures with Stock Exchanges under Regulation 7(2) (b) relating to dealings in the securities of the Company by the Promoter i.e. 25FPS Media Private Limited;

• The Company has paid the penalty of 300,000 under protest. The Company had filed an appeal against the said mentioned SEBI adjudication order. In response to the said Appeal, SEBI vide its letter dated March 13, 2020 has informed the Company that once the Adjudicating Officer had passed orders, the A.O becomes functo officio and any grievances with respect to such orders may be made before the appropriate forum in accordance with the provisions of securities laws.

The management response to the said penal action by SEBI has already been explained in the said Secretarial Audit Report as detailed above.

Zee Akaash News Private Limited, the unlisted material subsidiary of your company, had also appointed Mr. Satish K Shah, Practicing Company Secretary (holding ICSI Certificate of Practice No. 3142) as its Secretarial Auditor to conduct the Secretarial Audit for the FY 2019-

20. The said Audit has been conducted in accordance with Section 204 of the Act, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 made thereunder and in compliance to Regulation 24A of the Listing Regulations. Copy of the said Report of Secretarial Auditor in respect of Zee Akaash News Private Limited is also annexed to this Annual Report in terms of applicable regulatory provisions.

Additionally, in compliance with the requirements of Regulation 24A of Listing Regulations, the Annual Secretarial Compliance Report duly signed by Mr. Satish K Shah, Practicing Company Secretary (holding ICSI Certificate of Practice No. 3142) has been submitted to the Stock Exchanges within the prescribed timelines. The remarks provided in the report are self-explanatory.

The reports of Statutory Auditor and Secretarial Auditor forms part of this Annual report.

Further, the Board at its meeting held on June 27, 2020 had appointed Mrs. Neelam Gupta, proprietor of Neelam Gupta & Associates, Company Secretaries as the Secretarial Auditor of the Company for the Financial Year 2020-21.

Cost Auditor: Your Company is required to maintain the Cost Records as specified by the Central Government under sub-section (1) of Section 148 of the Act read with Notification No. GSR. 695(E) dated July 14, 2016 of the Ministry of Corporate Affairs.

Accordingly, in compliance with the requirements of Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, M/s Chandra Wadhwa & Co., (Firm Registration No. 000239), Cost Accountants, were appointed to carry out Audit of Cost Records of the Company for the FY 2019-20. The Cost Auditors have issued their unqualified report for the Financial Year 2019-20, which has been taken on record by the Audit Committee and the Board of the Company at their meeting held on October 24, 2020.

Further, the Board at its meeting held on June 27, 2020 had approved the re-appointment of M/s Chandra Wadhwa & Co., (Firm Registration No. 000239), Cost Accountants, to carry out Audit of Cost Records of the Company for the Financial Year 2020-21. Requisite proposal seeking ratification of remuneration to be paid to the Cost Auditor for the FY 2019-20 and for the FY 2020-21, by the Members as per Section 148 read with Rule 14 of Companies (Audit and Auditors) Rules, 2014, forms part of the Notice of ensuing Annual General Meeting.

internal Auditor: BDO India LLP was appointed as the internal auditor of the Company for the FY 2019-20. The Audit Committee at its meeting held on June 27, 2020 recommended to the Board for reappointment of BDO India LLP as the Internal Auditor of the Company for the FY 2020-21. On the basis of the recommendation of the Audit Committee, the Board, at its meeting held on June 27, 2020 has approved the re-appointment of BDO India LLP as the Internal Auditor of the Company for the FY 2020-21.

Reporting of Frauds by Auditors

During the year under review, the Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act.

15. CONSERVATiON OF ENERGY, TECHNOLOGY ABSORPTiON, Foreign EXcHANGE EARNINGs AND

outgo

Your Company is into the business of Broadcasting of News & Current Affairs Television Channels. Since this does not involve any manufacturing activity, most of the Information required to be provided under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is not applicable. However, the information as applicable is given hereunder:

conservation of Energy: Your Company, being a service provider, requires minimal energy consumption and every endeavor has been made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible in all the offices, studios and news bureaus of the Company across the country.

Technology Absorption: In its endeavor to deliver the best to its viewers and business partners, your Company has been constantly active in harnessing and tapping the latest and best technology in the industry. Companys Studios, broadcasting facilities and news collection and dissemination processes use best in-class technology.

Foreign Exchange Earnings and Outgo: During the year under review, your Company had foreign exchange earnings of 124.77 Million and outgo of 141.56 Million.

16. HUMAN RESOURCE MANAGEMENT

Human Resource Management has been one of the key priorities for your company. While harmonizing people practices, the strategic approach had been to adopt best aspects, align to the market-best practices and build a future ready organization.

The Company believes that the key to excellent business results is a committed talent pool. Human resources are the most critical element responsible for growth and the Company acknowledges their contribution and works towards their satisfaction as a top priority. The HR policies continually strive towards attracting, retaining, and developing the best talent required for the business to grow. Regular trainings are conducted for the employees to ensure skill upgradation and personal development throughout the various organizational levels.

The Company values its talent pool and works hard to retain its best talent by providing ample opportunities to grow. The Company focuses to provide opportunity for the development and enhancing the skill sets of its employees at all levels of the business. Several workshops have been conducted for employees across the country so they understand and exhibit the values of the Company in their work and behaviour. Continuous training program/sessions has been provided which helped in keeping the optimization and moral of the Organisation at a higher level despite Pandemic situation prevailing all across. Work from Home facility continues to be provided to the employees as per the requirement, which acts as an enabler to lessen the adverse impact of pandemic.

Your Directors place on record their appreciation for the significant contribution made by all employees, who through their competence, dedication, hard work, co-operation and support have enabled the Company to cross milestones on a continual basis.

particulars of Employees

As on March 31, 2020, the total numbers of permanent employees on the records of the Company were 1719.

The information required under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with the statement showing names and other particulars of top 10 employees including employees drawing remuneration in excess of the limits prescribed under the said rules is annexed to this report.

17. disclosures

i. particulars of loans, guarantees and investments:

Particulars of loans, guarantees and investments made by the Company as required under Section 186(4) of the Companies Act, 2013 are given in Note No. 38 to the Standalone Financial Statements.

i i. Transactions with Related Parties: All contracts/ arrangements/transactions entered by the Company during the financial year with related parties were on arms length basis, in the ordinary course of business and in compliance with applicable provisions of the Companies Act, 2013 and Listing Regulations. During FY 2019-20, there were no materially significant related party transaction by the Company with the Promoters, Directors, Key Managerial Personnel and other designated persons which may have a potential conflict with the interest of the Company.

All related party transactions, specifying the nature, value and terms of the transactions including the arms-length justification, are placed before the Audit Committee for its approval and a statement of all related party transactions carried out is placed before the Audit Committee for its review on quarterly basis. During the year under review, apart from the material related party transaction by the Company with Zee Entertainment Enterprises Limited, a related party as per Indian Accounting Standard and as approved by the Shareholders, there have been no materially significant related party transactions.

During the year under review, there have been no materially significant transactions prescribed under Section 188(1) with related parties as defined under Section 2(76) of the Companies Act, 2013 (Act) and accordingly the information as prescribed under

Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 are not provided.

iii. Risk Management: Your Company has defined operational processes to ensure that risks are identified, and the operating management is responsible for reviewing, identifying and implementing mitigation plans for operational and process risk. Key strategic and business risks are identified, reviewed and managed by senior management team. The Risks That Matter (RTM) and their mitigation plans are updated and reviewed periodically by the Audit Committee and integrated in the Business plan for each year.

iv. internal Financial Controls and their Adequacy:

Your Company has adequate internal financial controls and processes for orderly and efficient conduct of the business including safeguarding of assets, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically and at the end of each financial year.

v. Deposits & unclaimed shares: Your Company has not accepted any public deposit under Chapter V of the Companies Act, 2013.

During the financial year ended on March 31, 2018, the Company had in compliance with the regulatory requirement transferred 1,39,889 Unclaimed Equity Shares of Re. 1 each to the beneficiary account of Investor Education and Protection Fund Authority (IEPF). The claims received in connection with such Unclaimed Shares/Dividend transferred to IEPF are processed and forwarded to IEPF from time to time and as at March 31, 2020, IEPF holds 1,38,625 Unclaimed Equity Shares of the Company. The Unclaimed Equity Shares along with past Unclaimed Dividend transferred to IEPF can be claimed by the Shareholders from IEPF authority after following process prescribed in IEPF Rules.

vi. Transfer to investor Education and protection Fund:

As per Section 125(2) of the Act, the Companies are required to credit to the IEPF Fund any amount provided under clauses (a) to (n), within a period

of thirty days of such amount becoming due to be credited to the fund. During the Financial Year 201920 Company was not required to deposit any amount to the Investor Education and Protection Fund.

vii. extract of Annual return: The extract of Annual return in form MGT-9 as required under Section 92(3) of the Act read with Companies (Management & Administration) Rules, 2014 is provided on the website of the Company viz. www.zeenews.com

viii. transfer to General reserve: During the FY under review, no amount has been transferred to the General Reserve of the Company.

ix. disclosure under section 197(14) of the Act: During the Financial Year 2019-20, none of the Executive Directors of the Company received any remuneration or commission from companys subsidiary company.

x. sexual Harassment: Your Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. Additionally, your Company has constituted Internal Complaints Committee functioning at various locations to redress complaints regarding sexual harassment. There was no complaint on sexual harassment during the year under review.

xi. secretarial standards: Pursuant to the provisions of Section 118 of the Act, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

xii. regulatory orders:

- During the Year under review, SEBI vide its Order January 16, 2020 imposed a penalty of 3,00,000 (Rupees Three Lakh only) on the Company under Section 15A (b) of the SEBI Act on account of violation under SEBI (Prohibition of Insider Trading) Regulations, 2015 with regard to delayed filing of disclosures with Stock Exchanges under Regulation 7(2) (b) relating to dealings in the securities of the Company by the Promoter i.e. 25FPS Media Private Limited. The Company had already informed SEBI that it could not comply with the requirements of filing disclosure on the only available electronic platform of Stock Exchanges, as the Company was not in receipt of all the requisite details from the Promoter entity. The Company had duly paid the penalty of 300,000 under protest and filed an appeal against the said order. In response to the said Appeal, SEBI vide its letter dated March 13, 2020 has informed the Company that once the Adjudicating Officer had passed orders, the A.O becomes functo officio and any grievances with respect to such orders may be made before the appropriate forum in accordance with the provisions of securities laws.

- Post closure of the financial year, the Company has received communication from the Stock Exchanges, regarding Non-compliance of Regulation 33 of SEBI (LODR) Regulations, 2015. The Company was required to submit the Un-Audited Financial Results of the Company for the Quarter ended June 30, 2020 on or before September 15, 2020. The Company vide its intimation dated September 8, 2020 had intimated the Stock Exchanges that the Company shall schedule its Board meeting on September 15, 2020, to inter-alia consider, approve and take on record the said Un-Audited Financial Results, duly reviewed (Limited Review) by the Statutory Auditors of the Company. However, despite best efforts of the Management, due to COVID-19 pandemic and availability of limited staff, the Company was facing difficulties in finalization of the un-audited financial results and facilitate the Limited Review thereon, in a timely manner. Therefore, the said Board Meeting of the Company was cancelled and the Stock Exchanges were intimated vide Company letter dated September 13, 2020. The said non holding of the Board Meeting to approve the Unaudited financial results for the quarter ended June 30, 2020 on or before September 15, 2020, resulted in violation of Regulation 33 of the SEBI Listing Regulations. The Board of the Company had approved the said Results for the quarter ended June 30, 2020 at its Board Meeting duly held on October 30, 2020 and the same was duly submitted with the Exchange for dissemination. Accordingly, the Company stands duly complied with the requirements of Regulation 33 of Listing Regulations for the quarter ended June 30, 2020. The Company has also paid the prescribed amount of fine to both the stock exchange(s) on October 29, 2020. Since the said delay in submitting the financial results was on account of unprecedented COVID Pandemic and was the first instance of such delay by Company, the Company has filed a detailed application with requisite reasons and documents for the waiver of the fine so imposed. The said application is pending with the Stock Exchanges.

18. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the

Companies Act, 2013, in relation to the Annual Financial

Statements for the Financial Year 2019-2020, your

Directors confirm that:

a) The Financial Statements of the Company comprising of the Balance Sheet as at March 31, 2020 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis;
b) In the preparation of these Financial Statements, the applicable accounting standards had been followed and there are no material departures;
c) Accounting policies selected were applied consistently and the judgments and estimates related to the financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2020, and, of the Loss of the Company on standalone basis for the year ended on that date;
d) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act, to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities;
e) Requisite Internal financial controls were laid down and that such financial controls are adequate and operating effectively; and
f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

19. MANAGEMENTS DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis Report for the year, is presented in a separate section and forms an integral part of this Annual Report. The said report gives details of the overall industry structure, economic developments, performance and state of affairs of your Companys business and other material developments during the Financial Year under review.

20. INDUSTRIAL OPERATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the leadership position. It has taken various steps to improve productivity across the organization.

21. cautionary statement

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing

the Companys objectives, projections, estimates and expectations, may constitute forward looking statements within the meaning of applicable laws and regulations and actual results might differ.

22. AcKNoWLEDGEMENTS

Your Board takes this opportunity to place on record its appreciation for the dedication and commitment of employees shown at all levels which have contributed to the success of your Company. Your Directors also express their gratitude for the valuable support and cooperation extended by all stakeholders including banks, financial Institutions, viewers, vendors, service providers and regulatory authorities.

For and on behalf of the Board
Susanta Kumar panda
Chairman
(DIN:07917003)
dinesh Kumar Garg
Executive Director - Finance & CFO
(DIN: 02048097)
Place: Noida
Date : November 12, 2020