Zee News

The Directors take pleasure in presenting the 9th Annual Report of the
 Company together with Audited Statement of Accounts of the Company for
 the year ended March 31, 2008.
 
 FINANCIAL PERFORMANCE
 
                                                     (Rs. in Millions)
 
                                                   For the Year Ended
 
 Particulars                                     March 31,   March 31,
                                                    2008       2007
 
 Gross Income                                   3,595.72      2,487.87
 
 Total Expenses                                 2,987.43      2,323.36
 
 Profit before Tax                                608.29        164.51
 
 Provision for Taxation                           235.25         65.09
 
 Profit after Tax, before Excep-
 tional Item                                      373.04         99.42
 
 Exceptional Item/Taxation for
 earlier years                                       -          179.17
 
 Profit after Tax & Exceptional
 
 Item                                            373.04         278.59
 
 Balance Brought Forward                         181.53         (97.06)
 
 Amount available for Appro-
 priation                                        554.57         181.53
 
 Appropriations:
 
 Proposed Dividend                                95.91           -
 
 Tax on Dividend                                  16.30           -  
 
 General Reserve                                  40.00           -
 
 Balance Carried to Balance
 
 Sheet                                           402.36        181.53
 
 DIVIDEND
 
 Your Directors are pleased to recommend a Dividend of Re. 0.40 per
 equity share i.e. 40% on face value of Re. 1/- each, for the financial
 year 2007-08. The total outflow for this purpose would be Rs. 112.21
 Million, which includes Dividend of Rs. 95.91 Million and tax on
 dividend of Rs. 16.30 Million.
 
 OPERATIONS AND FUTURE OUTLOOK
 
 Your Company, in its second year of operations after its listing as an
 independent entity, has once again excelled in its performance.  Total
 operating revenues have increased by 52% as compared to the previous
 year while total expenses have increased by 29% resulting in a strong
 growth in profit before tax by 270%. With independence, has come a
 focused business approach for each of the 10 (ten) channels that your
 Company operates. Amidst highly competitive market conditions, in
 almost all the genres our channels scaled new heights.  In the highly
 competitive and overcrowded genre, Zee News continued delivering higher
 revenues quarter by quarter thus demonstrating its distinct and steady
 positioning as a serious and responsible news channel.  Putting an end
 to apprehensions regarding our southern expansion, Zee Telugu and
 Zee Kannada registered record GRP increase this year. Staying true to
 the basic DNA of Zee Network, both Zee Marathi and Zee Bangla were
 at their innovative best and created a class of their own by emerging
 as market leaders in their respective genres. The first 24 hour Marathi
 News channel Zee 24 Taas consolidated its position during the year.
 The regional markets continued to grow at double digit rates creating
 immense scope of growth for our business, just in line with our vision.
 Worth mentioning is the subsidiary operated channel 24 Ghanta which
 reached close to breaking even in a record 24 months, thus
 demonstrating your Companys financial prudence and determination to
 create value for the shareholders.
 
 With several new launches lined up and a sharp focus on revamping the
 underperformers, your Directors are confident of maximizing
 shareholders wealth while continuing to inform, entertain and empower
 the viewers.
 
 PUBLIC DEPOSITS
 
 During the year under review, your Company has not accepted or renewed
 any deposits within the meaning of Section 58A of the Companies Act,
 1956 and rules made there under.
 
 DIRECTORS
 
 Your Board had appointed Mr. V. V. Ranganathan, as an Additional
 Director in the category of Non- Executive Independent Director with
 effect from April 8, 2008. Pursuant to the provisions of Section 260 of
 the Companies Act, 1956, Mr. Ranganathan holds office only upto the
 conclusion of the forthcoming Annual General Meeting of the Company.
 The Company has received notice under Section 257 of the Companies Act,
 1956 along with requisite deposits, proposing appointment of Mr. V. V.
 Ranganathan as a Director of the Company.  Resolution seeking your
 approval for the appointment of Mr. Ranganathan as Director of the
 Company have been incorporated in the Notice of the forthcoming Annual
 General Meeting along with his brief details.
 
 Mr. Subhash Chandra and Mr. Naresh Kumar Bajaj, retire by rotation and
 being eligible have offered themselves for re-appointment.
 
 CORPORATE GOVERNANCE
 
 In addition to complying with Clause 49 of the Listing Agreement, your
 Company is committed to adhere to the highest standards of Corporate
 Governance. Report on Corporate Governance as stipulated under the
 Listing Agreement(s) with the Stock Exchanges as also a Management
 Discussion and Analysis Report, forms part of the Annual Report.
 
 Certificate from the Statutory Auditors of the Company, M/s. MGB & Co.,
 Chartered Accountants, Mumbai, confirming compliances with the
 provisions of Corporate Governance as stipulated in Clause 49, is
 annexed to the Corporate Governance Report.
 
 SUBSIDIARY COMPANY
 
 Your Company continues to hold 60% equity stake in its Subsidiary
 Company, Zee Akaash News Private Limited.
 
 Statement pursuant to Section 212 of the Companies Act, 1956, and the
 audited financial statements. Directors Report and Auditors Report of
 Companys Subsidiary viz. Zee Akaash News Pvt. Ltd., is attached
 herewith and forms part of this report.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 In accordance with Accounting Standard AS 21 - Consolidated Financial
 Statements, read with Accounting Standard AS 23 - Accounting for
 Investments in Associates, and Accounting Standard AS 27 - Financial
 Reporting of Interests in Joint Ventures, the audited Consolidated
 Financial Statements are provided in and forms part of this Annual
 Report.
 
 AUDITORS
 
 Statutory Auditors M/s. MGB & Co., Chartered Accountants, Mumbai,
 retire at the conclusion of the ensuing Annual General Meeting and
 being eligible, have offered themselves for re-appointment.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 I.  Energy Conservation and Technology Absorption:
 
 During the year under review, the Company has not carried out any
 activities involving conservation of energy and technology absorption
 and therefore the particulars to be mentioned under this item is NIL.
 
 II.  Foreign Exchange Earning and Outgo:
 
 Details of foreign exchange earnings and out go during the year under
 review is given in Note no.  13.5 of part B of Notes to Accounts in
 Schedule 16, of the Annual Report of the Company.
 
 PARTICULARS OF EMPLOYEES
 
 Information required to be furnished under Section 217(2A) of the
 Companies Act, 1956, read with the Companies (Particulars of Employees)
 Rules, 1975, is annexed to and forms part of this report.
 
 DIRECTORS RESPONSIBILITY STATEMENT U/S. 217 (2AA) OF THE COMPANIES
 ACT, 1956
 
 Pursuant to the requirement of Section 217(2AA) of the Companies Act,
 1956, and based on representations received from the operating
 management, the Directors hereby confirm that:
 
 (i) in the preparation of the Annual Accounts for the year ended March
 31, 2008, the applicable Accounting Standards have been followed and
 there are no material departures;
 
 (ii) they have selected such accounting policies in consultation with
 the Statutory Auditors and applied them consistently and made
 judgements and estimates that are reasonable and prudent so as to give
 a true and fair view of the state of affairs of the Company as at the
 end of the financial year and of the profit of the Company for the
 financial year;
 
 (iii) they have taken proper and sufficient care to the best of their
 knowledge and ability for the maintenance of adequate accounting
 records in accordance with the provisions of the Companies Act, 1956.
 They confirm that there are adequate systems and controls for
 safeguarding the assets of the Company and for preventing and detecting
 fraud and other irregularities; and
 
 (iv) they have prepared the Annual Accounts on a going concern basis.
 
 ACKNOWLEDGEMENTS
 
 Your Board takes this opportunity to place on record their appreciation
 for the dedication and commitment of employees shown at all levels
 which have contributed to the success of your Company. Your Directors
 also expresses their gratitude for the valuable support and co-
 operation extended by various Governmental Authorities, including
 Ministry of Information and Broadcasting, Ministry of Communication and
 Information Technology - Department of Telecommunication and other
 stakeholders including Bankers, Financial Institutions, Viewers,
 Vendors and Service Providers.
 
 
                                For and on behalf of the Board
 
                                Laxmi N. Goel    Vinod Bakshi
 
                                Managing Director    Director
 
 Place: Mumbai
 Date : June 17, 2008