Background
 
 ZEE Learn Limited (the Company) was incorporated in State of
 Maharashtra on January 4, 2010. The Company is one of the most
 diversified premium education companies (business demerged under a
 Composite Scheme of Arrangement – Refer Note 2A of part B below), which
 delivers learning solutions and training through its multiple products
 viz. Kidzee, Zee Schools, Zee Institute of Media Arts (ZIMA), Zee
 Institute of Creative Arts (ZICA) and E - Learning Online Education and
 Testing.
 
 1.  The financial statements for the current period are from the date
 of incorporation i.e. January 4, 2010 to March 31, 2011. This being the
 first accounting year, previous years figures are not applicable.
 
 2.  Restructuring
 
 A) Scheme of amalgamation and arrangement between ETC networks Limited,
 Zee entertainment enterprises Limited and the Company
 
 a) The Composite Scheme of Amalgamation and Arrangement (‘the Composite
 Scheme) between ETC Networks Limited (‘ETC), Zee Entertainment
 Enterprises Limited (‘ZEEL) and the Company and their respective
 shareholders was approved by the Honble High Court of Bombay on July
 16, 2010, and upon filing of the certified copy of the said order with
 the Registrar of Companies Maharashtra, Mumbai, the Composite Scheme
 became effective on August 30, 2010. Pursuant to the said Composite
 Scheme the ETC has merged and vested in ZEEL on March 31, 2010 and upon
 such merger the education business undertaking stand demerged from ZEEL
 and vested in the Company at book value on April 1, 2010.
 
 b) Pursuant to the said Composite Scheme coming into effect on August
 30, 2010:
 
 (i) The Composite Scheme has been given effect in these financial
 statements.
 
 (ii) As approved by the Board of Directors of ZEEL, the whole of the
 undertaking, assets, properties and liabilities of the Education
 Business Undertaking of ZEEL are transferred to/and are vested with the
 Company with effect from April 1, 2010 at book value. The difference
 between the book value of assets and the book value of liabilities is
 credited to General Reserve account of the company.
 
 (iii) The Company has issued and allotted 122,238,599 Equity shares of
 Rs 1 each to the shareholders of ZEEL on October 14, 2010, in the ratio
 of one equity share of the Company for every four equity shares held in
 the ZEEL.
 
 (iv) The title of the Freehold land and other assets which were vested
 in the Company pursuant to the Composite Scheme is in the process of
 transfer in the name of the Company.
 
 B) Scheme of amalgamation Essel entertainment media Limited (EEML) and
 the Company
 
 With a view to consolidate the Education Infrastructure assets, the
 Board of Directors has approved Scheme of Amalgamation of EEML with the
 Company on the Appointed Date March 31, 2011. In Pursuance of the said
 Scheme 1 (One) fully paid up equity share of Rs 1/- each of the Company
 would be issued and allotted to the shareholders of EEML for every 5
 (Five) equity shares of Rs 1/- each held by them in EEML i.e. the
 Company shall be required to issue 140,000,000 shares. Pursuant to the
 Scheme, all the assets and liabilities as at the close of March 31,
 2011 on the Appointed Date shall be recorded by the Company at their
 respective book values.
 
 Pending final approval by the Honble High Court of Bombay to the said
 Scheme, no effect of the Scheme, is given in these financial
 statements.
 
 3.  Secured Loans
 
 Debentures
 
 i) 500, 12% Secured Redeemable Non-Convertible Debentures of Rs
 1,000,000 each fully paid up aggregating Rs 500,000,000 (issued by ETC
 and vested with the company as part of the Composite Scheme of
 Arrangement) are redeemable at par in four equal installments with the
 earliest redemption being on January 6, 2012 and last being on January
 6, 2015.
 
 ii) 12% Secured Redeemable Non-Convertible Debentures are:
 
 - Secured by first charge on Freehold land;
 
 - Secured by way of first charge on all fixed assets and current assets
 including certain fixed deposits, and first charge on escrow account
 through which all the receivables of the Company will be routed;
 
 - Secured by first charge on the Reserve Account and DSRA Undertaking
 by Zee Entertainment Enterprises Limited;
 
 - Secured by assignment of all the benefits under agreement for
 operations of school.
 
 iii) In the absence of adequate profits Debenture Redemption Reserve
 aggregating to Rs 31,250,000 has not been created in these financial
 statements.
 
 iv) Installment of Debenture due within one year aggregating to Rs
 125,000,000
 
 4.  Taxation
 
 a) Provision for taxation is made on the income as per the provisions
 of Income Tax Act, 1961.
 
 5.  (i) Capital work in progress includes capital advances of Rs
 778,955,415 and borrowing cost of Rs 60,000,000 in compliance with AS
 16 Borrowing Costs
 
 - Capital advances includes Rs 750,000,000 paid for acquiring rights
 for 30 years for operating a school in Bandra-Kurla Complex, Mumbai and
 shall be treated as an intangible asset on the date of commencement of
 operation of the school to be amortized over the period of the rights.
 
 (ii) Deposits under schedule 7B of the Balance Sheet includes Rs
 290,000,000 being the refundable security deposits paid by the Company
 against school operating rights under two arrangements
 
 6.  The foreign exchange gain of Rs 5,834 on settlement or realignment
 of foreign exchange transactions has been adjusted in respective heads
 of the Profit and Loss account.
 
 7.  During the period, the Company has granted 1,107,000 stock options
 to eligible employees and Independent Directors at an exercise price of
 Rs 26.05 per share. The Vesting of said Stock Options shall commence at
 the end of one year from the date of grant i.e on and from 26th January
 2012 and that the said options shall vest in tranches over a period of
 3 years from the date of grant in the ratio of 50% of options granted
 to vest at the end of 1st year from the date of grant; 35% of options
 granted to vest at the end of 2nd year from the date of grant and
 balance 15% of options granted shall vest at the end of 3rd year from
 the date of grant and that all the vested options shall be entitled to
 be exercised by the Option Grantee within a period of 4 years from
 respective vesting dates.
 
 The options are granted to the employees at an exercise price, being
 the latest market price as per SEBI (ESOS) Guidelines, 1999. In view of
 this, there being no intrinsic value on the date of grant (being the
 excess of market price of share under the Scheme over the exercise
 price of the option), the Company is not required to account the
 intrinsic value of options as per SEBI Guidelines.
 
 8.  Leasing arrangements
 
 The Company leases office premises and training centres under
 cancelable/non-cancelable agreements that are renewable on a periodic
 basis at the option of both the lessee and the lessor. The initial
 tenure of the lease is generally for 11 to 60 months.
 
 In respect of assets taken on operating lease during the period:
 
 9. Contingent Liabilities not provided for
                                                     (Amount in Rs.)
 
 Particulars                                          March 31, 2011
 
 Claims against Company not acknowledged as debts        5,440,373
 
 Disputed Indirect tax demands                          19,813,177
 
 10.  Disclosures
 
 a) Estimated amount of contracts remaining to be executed on capital
 account not provided for (net of advances) is Rs 250,860,920.
 
 b) The Company has not received any intimation from suppliers
 regarding their status under the Micro, Small and Medium Enterprises
 Development Act, 2006 and hence disclosures, if any, relating to
 amounts unpaid as at the period end together with interest paid/payable
 as required under the said Act have not been furnished.
 
 11.  Managerial Remuneration
 
 a) As approved by the Members of the Company on October 1, 2010 Mr.
 Sumeet Mehta has been appointed as Whole-time Director of the Company
 for a period of 3 years with effect from September 1, 2010.
 
 Note: Salary and Allowances includes basic salary, house rent
 allowance, other allowance but excluding leave encashment and gratuity
 provided on the basis of actuarial valuation.
 
 c) No Commission is paid/payable to any Director and hence the
 computation of profits under Section 198 / 349 of the Companies Act,
 1956 is not required.
 
 12. Employee Benefits
 
 Notes:
 
 a) Amounts recognized as an expense and included in the Schedule 13:
 Personnel Cost are Gratuity Rs 805,870 and Leave encashment Rs
 319,498.
 
 b) The estimates of future salary increases considered in the actuarial
 valuation take account of inflation, seniority, promotion and other
 relevant factors, such as supply and demand in the employment market.
 
 c) Contribution to provident and other funds is recognized as an
 expense in Schedule 13 of the Profit and Loss Account.
 
 13.  Related Party Transactions
 
 Other related parties with whom transactions have taken place during
 the period and balance outstanding at the period end.
 
 Cyquator Media Services Private Limited, Digital Ventures Private
 Limited, E-City Project Constructions Private Limited, Himgiri Nabh
 Vishwavidhyalaya, Pan India Paryatan Private Limited, Pan India Network
 Infravest Private Limited, Packaging India Private Limited, Premier
 Finance and Trading Co. Limited, TALEEM Research Foundation, Wire and
 Wireless India Limited, Zee Entertainment Enterprises Limited, Zee News
 Limited.
 
 Note: Related parties are identified by the Company based on the
 information available and relied upon by the auditors.
 
 14.  Segment Reporting
 
 The Company is primarily engaged in the business of educational
 services and other related activities. The entire business has been
 considered as a single segment in terms of Accounting Standard 17 on
 Segment Reporting issued by the Institute of Chartered Accountants of
 India. There being no business outside India, the entire business is
 considered as a single geographic segment.