The Directors are pleased to present the Twenty Ninth Annual Report
 with the Audited Statement of Accounts of the Company for the year
 ended March 31, 2011.
 
 RESPONSIBILITY STATEMENT
 
 In accordance with the provisions of Section 217 (2AA) of the Companies
 Act, 1956, in relation to the Annual Financial Statements for the
 Financial Year 2010-2011, your Directors confirm the following:
 
 a) The Financial Statements have been prepared on a going concern and
 on the accrual basis and in the preparation of these Financial
 Statements, applicable accounting standards have been followed and
 there are no material departures;
 
 b) Accounting policies selected were applied consistently and the
 judgements 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, 2011 and of
 the profit of the Company for the year ended on that date; and
 
 c) Proper and sufficient care has been taken for maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956, to safeguard the assets of the Company and to
 prevent and detect fraud and other irregularities.
 
 FINANCIAL RESULTS
 
 The Financial Performance of your Company for the year ended March 31,
 2011 is summarized below:
 
                                                         (Rs. in 000)
 
                                       Year ended         Year ended
 Particulars                           31.03.2011         31.03.2010
 
 Sales & Services                      21,699,377        12,787,436
 
 Other Income                             643,073         1,061,815
 
 Total Income                          22,342,450        13,849,251
 
 Total Expenses                        14,097,021         7,765,827
 
 Profit before Tax & Exceptional Items  8,245,429         6,083,424
 
 Add: Exceptional Item                    196,797             --
 
 Provision for Taxation (net)           2,678,068           495,021
 
 Profit after Tax                       5,764,158         5,588,403
 
 Add: Balance brought forward          11,111,782         8,893,473
 
 Amount available for appropriations   16,875,940        14,481,876
 
 Appropriations:
 
 Dividend                               1,956,286         1,946,762
 
 Tax on Dividend                          317,358           323,332
 
 General Reserve                        3,000,000         1,100,000
 
 Balance carried forward               11,602,296        11,111,782
 
 EQUITY DIVIDEND
 
 Your Directors recommend payment of Dividend of Rs. 2/- per equity share
 of Rs. 1/- each, on the expanded equity capital consequent to Bonus issue
 in 2010, for the Financial Year 2010- 11. The outflow on account of
 Dividend and the tax on such dividend distribution would aggregate to Rs.
 2273.64 million, resulting in a payout of 39% of the profits of the
 Company.
 
 Business Overview
 
 During the year, rebounding from the recession, your company continued
 to focus on high quality and innovative content in a highly competitive
 market providing compelling value for trade partners thereby yielding
 rich returns. Zee TV continued to be the leader in core prime time,
 with Pavitra Rishta being the No.  1 fiction show across GEC for most
 of the year and producing runaway hits like DID Little Masters - Dance
 Ke Baap. Zee Cine Awards 2011, the biggest Bollywood awards, garnered
 one of the highest ratings ever in India and its US telecast was the
 highest rated award function in US. Pavitra Rishta, Dance India Dance 2
 and Jhansi Ki Rani bagged several awards.
 
 In the hindi movie genre, Zee Cinema retained its leadership.  This
 channel had introduced weekday afternoon slot called Lady Raaj targeted
 at women viewers covering fashion / health / cooking tips and
 refurbished its Sunday 8 PM slot Lage Raho, besides premiering some of
 the biggest hit movies of 2010 viz.  Peepli [Live], Ishqiya and
 Kambakkht Ishq which were much appreciated by the viewers.
 
 Despite fierce competition and fragmentation, ZEE regional channels
 continued to register strong growth in viewership in respective markets
 and each of these stand out as audience favourites. Zee Marathi
 maintained its dominant leadership in Marathi by delighting its viewers
 with novel, entertaining shows for all age groups. Marathi Paul Padte
 Pudhe enthralled with showcasing the talents of Maharashtra including
 bringing to limelight the talent and skill of Malkhamb. The show
 Maziya Priyala Preet Kalena - a love story, proved to be a hit amongst
 youth with the lead pair becoming household names and Lajja brought to
 the audience the portrayal of women empowerment. Zee Talkies
 entertained its viewers with non- stop movie entertainment and during
 the year positioned itself aptly as Aapla Talkies Zee Talkies. Zee
 Bangla continued to grow its viewership with promising content and
 exciting shows like Dadagiri and Dance Bangla Dance took the channel to
 new heights besides the channel having engaging and leading shows like
 Saat Paake Bandha and Suvarnolataa. Zee Salaam made its impact in
 viewership and its refreshing content line up, reality shows and
 progressive approach to programming appealed to Urdu viewers that grew
 steadily. Zee Telugu was the channel of choice for viewers in a crowded
 market and continued its winning streak through its innovative
 programming and launching slew of prime time fiction shows like Chinna
 Kodalu, Pasupu Kumkuma and Radha Kalyanam which proved to be runaway
 successes in their slots. Programmes like Sa Re Ga Ma Pa - singing
 talent show, Nachore - dance competition among celebrities and Aata -
 dance show by kids, topped the charts.  Zee Kannada scored high on
 viewership and stabilized itself as a formidable player in the Kannada
 market with its rich mix of serials, reality shows, events, devotional
 content and blockbuster movies.
 
 Zee Café and Zee Studio brought the latest of popular American content
 including hollywood movies, shows and live mega events to Indian
 viewers and for the first time in Indian television history Zee Trendz
 brought international gaming content as a programming offering to
 viewers.
 
 As a dominant player in South Asian (SA) Entertainment across
 international markets, your Company undertook various initiatives to
 strengthen its dominance in these geographies and for growing its share
 within South Asian Subscription and Advertising Revenue market. Zee TV
 USA - first ever SA channel to be rated by Nielsen in USA, maintains
 its No.1 position among hindi GEC channels while Zee TV UAE also
 maintains the No.1 position among hindi GEC channels in UAE. In UK
 market ZING became the No.1 music channel amongst SA audiences. Zee
 Aflam - the premiere Bollywood movie channel customized to suit the
 local Arabic audience in UAE / Saudi Arabia registered the highest
 growth in viewership in its genre.
 
 Your company has been at the forefront in leveraging the digital
 delivery opportunity. A range of initiatives were undertaken including
 developing new offerings, reaching out to new viewers, portfolio
 expansion, premium content offerings which have helped generate
 subscription revenues for the portfolio, in addition to expanding the
 viewer base.
 
 CORPORATE RE-BRANDING
 
 As part of the journey towards building a globally recognized brand,
 increasing viewer relevance, achieving industry leadership and taking
 forward the progressive outlook, your Company had recently unveiled
 rebranding and repositioning of the Corporate and Channel logos, which
 your Board believes would enhance the mindshare and viewer loyalties
 towards the product offerings of your Company. The entire rebranding
 exercise was conceptualized, designed and executed internally.
 
 CORPORATE RESTRUCTURING
 
 During the year under review, in order to concentrate on growth efforts
 of the Cricket broadcasting business in a focused manner and enable
 rationalization of the holding structure, your Board had approved a
 Scheme of Amalgamation for merger of 2 (two) overseas subsidiaries of
 the Company, viz. ZES holdings Ltd, Mauritius and Zee Multimedia
 Worldwide Limited, BVI with the Company from February 1, 2011. Upon
 appropriate approvals, the said Scheme became effective from June 20,
 2011 and the financial impact of the Scheme has been given effect to in
 these Annual Financial Statements.
 
 SUBSIDIARIES & JOINT VENTURES Overseas Subsidiaries:
 
 With a view to consolidate businesses carried on by the overseas
 subsidiaries and as part of the process of rationalizing the holding
 structure of step-down subsidiaries, the following restructuring were
 carried out during the year.
 
 a) ZES International Ltd, UK, a wholly owned subsidiary of ZES
 Entertainment Studios Ltd, BVI, was dissolved with effect June 29, 2010
 
 b) Asia Business Broadcasting (Mauritius) Ltd, Mauritius amalgamated
 with its holding company Asia Today Ltd, Mauritius with effect from
 March 31, 2011;
 
 c) Zee Entertainment Studios Ltd, BVI and ZES Mauritius Ltd, Mauritius
 amalgamated with their holding company ZES holdings Ltd, Mauritius with
 effect from March 31, 2011 and March 18, 2011 respectively
 
 d) ZES Mauritius Ltd, Mauritius divested its entire stake in its Indian
 Subsidiary viz. Zee Motion Pictures Private Ltd
 
 e) Zee Sports Americas Ltd, Mauritius was dissolved with effect from
 June 9, 2011
 
 Further, your Board had in-principle approved (i) acquisition of the
 balance shareholding of 5% in Ta j TV Ltd., Mauritius (Taj) by Zee
 Sports International Ltd, Mauritius (ZSIL), thus making Taj a wholly
 owned subsidiary of ZSIL; and (ii) amalgamation of ZSIL with its
 holding company Asia Today Ltd., Mauritius.
 
 Domestic Subsidiaries / Joint Venture:
 
 The Joint Ventures of your Company in digital distribution viz.  ITM
 Digital Pvt. Ltd., and in India branded Entertainment Portal viz. India
 Webportal Pvt. Ltd. commenced their operations during the year. Upon
 mutual agreement amongst the JV partners, your Company had acquired
 complete shareholding in ITM Digital Pvt. Ltd., in May 2011 thus making
 it a wholly owned subsidiary.
 
 These consolidation initiatives and joint ventures, has resulted in
 reducing the number of subsidiaries of the Company from 25 in 2010 to
 19 as at March 31, 2011.
 
 The Ministry of Corporate Affairs, Government of India has provided
 exemption to companies from complying with Section 212 (8) of the
 Companies Act, 1956, provided such companies publish the audited
 consolidated financial statements in the Annual Report. Your Board has
 decided to avail the said general exemption from applicability of
 provisions of Section 212 of the Companies Act, 1956, and accordingly,
 the annual accounts of the subsidiaries of the Company for the
 financial year ended March 31, 2011 are not being attached with the
 Annual Report of the Company and certain financial highlights of the
 subsidiaries are disclosed in the Annual Report, as part of the
 Consolidated financial statements. The audited Annual Accounts and
 related information of the subsidiaries, where applicable, will be made
 available, upon request or for inspection at the registered office, by
 any shareholder of the Company.
 
 In accordance with Accounting Standard AS 21 – Consolidated Financial
 Statements read with Accounting Standard AS 23 – Accounting for
 Investments in Associates, and Accounting Standard 27 – Financial
 Reporting of Interests in Joint Ventures, the audited Consolidated
 Financial Statements are provided in the Annual Report.
 
 GROUP
 
 Pursuant to the intimation received by the Company from the Promoters,
 the names of Promoters and entities comprising group for the purpose
 of Clause 3(1)(e) of the SEBI (Substantial Acquisition of Shares and
 Takeovers) Regulations, 1997, are disclosed in the Annual Report.
 
 SHARE CAPITAL
 
 During the year, the following changes were effected to the Share
 Capital of your Company:
 
 140,844 fully paid-up Equity Shares of Rs. 1 each were issued and
 allotted to the shareholders of 9X Media Private Ltd, pursuant to the
 Scheme of Arrangement with 9X Media approved by honble Bombay high
 Court on September 9, 2010.
 
 489,038,065 fully paid-up Equity Shares of Rs. 1 each were issued and
 allotted as Bonus Shares in ratio of 1 Bonus Equity Share for 1 Equity
 Share held on November 12, 2010, being the Record Date fixed for the
 purpose.
 
 Subsequent to the financial year-end, 66,800 fully paid-up Equity
 Shares of Rs. 1 each were issued and allotted upon exercise of stock
 options under the Companys Employees Stock Option Scheme.
 
 Consequent to these allotments, the paid-up Share Capital of the
 Company as on the date of this Report stood at Rs. 978,142,930 comprising
 of 978,142,930 Equity Shares of Rs. 1 each (March 31, 2011 - 978,076,130
 Equity Shares).
 
 BUY BACK
 
 Special Resolution approving Buy-back of up to 25% of Companys paid-up
 Equity Share Capital at a price not exceeding Rs. 126 per Equity Share
 subject to the condition that the aggregate amount to be expended by
 the Company for the said Buy-back shall not exceed Rs. 700 Crores, was
 passed by the Members through the Postal Ballot process on March 25,
 2011.  Upon coming in to effect of the Scheme of Amalgamation of
 foreign subsidiaries, your Company has initiated further process on the
 proposed buy-back of equity shares.
 
 EMPLOYEES STOCK OPTION SCHEME
 
 Your Company had not granted any stock options during the year. Details
 of options granted till March 31, 2011 and other disclosures as
 required under Clause 12 (Disclosure in the Directors Report) of the
 Securities and Exchange Board of India (Employee Stock Option Scheme
 and Employee Stock Purchase Scheme) Guidelines, 1999 (SEBI
 Guidelines) are set out in the Annexure to this Report.
 
 The Statutory Auditors of the Company M/s. MGB & Co., Chartered
 Accountants have certified that the Companys Stock Option Scheme has
 been implemented in accordance with SEBI Guidelines and the resolution
 passed by the shareholders.
 
 PUBLIC DEPOSITS
 
 During the year, your Company has not accepted any Deposits under
 Section 58A and Section 58AA of the Companies Act, 1956, read with
 Companies (Acceptance of Deposits) Rules, 1975.
 
 CORPORATE GOVERNANCE
 
 Your Company has been reassessing and benchmarking itself with
 well-established Corporate Governance practices besides strictly
 complying with the requirements of Clause 49 of the Listing Agreement.
 Your Company has documented internal governance policies and put in
 place a formalized system of Corporate Governance which sets outs the
 structure, processes and practices of governance within the Company and
 its subsidiaries. Given the emerging pivotal role of Independent
 Directors in bringing about good governance, your Company continues its
 efforts in seeking optimum utilization of their expertise and involving
 them in all critical decision making processes. Your Board has adopted
 several provisions of the Corporate Governance Voluntary Guidelines
 2009 issued by the Ministry of Corporate Affairs in December 2009
 including constitution of a Nominations Committee and strict
 implementation of the tenure of Independent Directors in the Company.
 
 A separate detailed report on Corporate Governance together with the
 Statutory Auditors Certificate on compliance is attached to this
 Annual Report. Managements Discussion and Analysis Report for the year
 under review, as stipulated under Clause 49 of the Listing Agreement
 with the Stock Exchanges in India, is presented in a separate section
 forming part of the Annual Report.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 As part of the Essel Group of Companies, your Company has at a unified
 and centralized level, put in place a Corporate Social Responsibility
 (CSR) policy which is based on a belief that a Business cannot succeed
 in a society that fails and therefore it is imperative for business
 houses, to invest in the future by taking part in social-building
 activities.
 
 During the year under review, the social activities initiatives
 undertaken include (i) adoption of school(s)/village(s) in tribal areas
 through Ekal Vidyalaya Foundation, an NGO that works to bring about
 basic literacy and health awareness amongst the tribal and rural
 population of India; (ii) supporting the Global Vipassana Foundation
 which helps propagate Vipassana, the non-sectarian rational process of
 self-purification with the aim of bringing about peace both within the
 individual and the society in general; and (iii) supporting the Global
 Foundation for Civilizational harmony, a body which aims to create a
 peaceful and harmonious society.
 
 DIRECTORS
 
 During the year under review Mr. Laxmi N Goel, one of the Promoter
 Director of the Company, resigned with effect from the close of
 September 30, 2010. Further, in line with the retirement policy for
 Independent Directors approved by the Board based on the suggestions in
 the Corporate Governance Voluntary Guidelines issued by the Ministry of
 Corporate Affairs, Mr. N C Jain and Mr. B K Syngal, Independent
 Directors resigned from the Directorship of the Company with effect
 from the close of business on March 31, 2011. Your Directors wish to
 place on record their sincere appreciation for the contributions made
 by Messrs Laxmi N Goel, Nemi Chand Jain and B K Syngal during their
 tenure as Director(s) of the Company.
 
 Mr Ashok Kurien and Lord Gulam Noon, Directors, retire by rotation at
 the ensuing Annual General Meeting and, being eligible, offer
 themselves for re-appointment. Your Board has recommended their
 re-appointment.
 
 AUDITORS
 
 The Statutory Auditors M/s MGB & Co., Chartered Accountants, Mumbai,
 having Firm Registration No 101169W, hold office until the conclusion
 of the ensuing Annual General Meeting and are eligible for
 reappointment.
 
 Your Company has received confirmation from the Auditors to the effect
 that their reappointment, if made would be within the limits prescribed
 under Section 224(1B) of the Companies Act, 1956 and that they are not
 disqualified for reappointment within the meaning of Section 226 of the
 said Act.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 Your Company is into the business of Broadcasting of General
 Entertainment Television Channels. Since these activities do not
 involve any manufacturing activity, most of the Information required to
 be provided under Section 217(1)(e) of the Companies Act, 1956 read
 with the Companies (Disclosure of Particulars in the Report of the
 Board of Directors) Rules, 1988, are not applicable.  however the
 information, as applicable, are given hereunder:
 
 Conservation of Energy:
 
 Your Company, being a service provider, requires minimal energy
 consumption and every endeavor is made to ensure optimal use of energy,
 avoid wastages and conserve energy as far as possible.
 
 Technology Absorption:
 
 In its endeavor to deliver the best to its viewers and business
 partners, your Company is constantly active in harnessing and tapping
 the latest and best technology in the industry.
 
 Foreign Exchange Earnings and Outgo:
 
 Particulars of foreign currency earnings and outgo during the year are
 given in Schedule 18B Note 14(c) to the Notes to the Accounts forming
 part of the Annual Accounts.
 
 PARTICULARS OF EMPLOYEES
 
 Your Company had 1,757 employees as of March 31, 2011. In terms of the
 provisions of Section 217(2A) of the Companies Act, 1956 read with the
 Companies (Particulars of Employees) Rules, 1975, as amended, the names
 and other particulars of the employees, who were in receipt of
 remuneration of Rs. 60 lakhs or more per annum and those who were in
 receipt of remuneration of Rs. 5 lakhs or more per month, are set out in
 the Annexure to this Directors Report.
 
 ACKNOWLEDGEMENTS
 
 Employees are our vital and most valuable assets. Your Directors value
 the professionalism and commitment of all employees of the Company and
 place on record their appreciation of the contribution made by
 employees of the Company and its subsidiaries across the world at all
 levels that has contributed to your Companys success and remain in the
 forefront of media and entertainment business. Your Directors thank and
 express their gratitude for the support and co-operation received from
 the Central and State Governments / regulatory authorities viz.  the
 Ministry of Information & Broadcasting, the Department of
 Telecommunication, Ministry of Corporate Affairs, RBI, SEBI, Foreign
 Investment Promotion Board, the Stock Exchanges and Depositories and
 other stakeholders including viewers, producers, vendors, Financial
 Institutions, Banks, investors and service providers.
 
                         For and on behalf of the Board of Directors
 
                          Punit Goenka                     M Y Khan
 
                          Managing Director & CEO          Director
 
 Place    Mumbai
 Date     June 23, 2011