The Directors take pleasure in presenting the 12th Annual Report of
 the Company together with Audited Statement of Accounts of the Company
 for the year ended March 31, 2011.
 
 FINANCIAL PERFORMANCE
 
                                                        (Rs in Millions)
 Particulars                                   For the year ended
 
 
                                              March 31,   March 31,
                                                 2011       2010
 
 Gross Income                                 2,442.22     5,093.17
 
 Total Expenses                               2,278.01     4,410.86
 
 Profit before Tax                              164.21       682.31
 
 Provision for Taxation                          66.41       242.65
 
 Profit after Tax                                97.80       439.66 
 
 Balance Brought Forward                      1,125.42       685.76
 
 Balance Carried to Balance Sheet             1,223.22     1,125.42
 
 
 DIVIDEND
 
 With a view to conserve the resources for future business requirements
 and expansion plans, your Directors are of view that the current years
 profit be ploughed back into the operations and hence no dividend is
 recommended for the year under review.
 
 OPERATIONS & STRATEGY
 
 It has been an optimistically buoyant year for Zee News Limited, with
 the network capitalizing on past gains and consolidating its position
 as the largest and No.l News Network of the country.
 
 Your Company not only met, but also surpassed, critical benchmarks that
 it had set for itself for the FY 2011.
 
 Zee News, the flagship channel, remained committed to its duty as the
 fourth estate and kept its focus on serious news while providing a 360
 degree view of all major current affair events.  This positioning that
 was adopted three years back is now getting established in the minds of
 the viewers, including amongst those who occupy space in the portals of
 political power.
 
 It follows that the emphasis on unadulterated news helped the channel
 to earn loyal viewers and credibility in the crowded Hindi news market.
 Zee News was No.l in the Top 8 Metros in terms of Time Spent per viewer
 in 25+AB Male category, and No. 1 in Top 6 Metros in terms of Time
 Spent per viewer in the 15+ age category. (Source: TAM)
 
 Zee Business, continued its supremacy in the stock market band, which
 is prime time for any business channel. Besides, the channel undertook
 several pioneering initiatives like the Aspire Campaign and conducted a
 Distance Learning B-school survey, arguably the first of its kind ever
 undertaken by a media company.
 
 Your Companys Bengali offering, 24 Ghanta, was once again the
 undisputed leader in Financial Year 2010-11 in West Bengal, as well as
 in Kolkata, in terms of Viewership, Reach and Time Spent. (Source: TAM)
 
 Both the newly launched channels, Zee News UP/UK and Zee 24 Gantalu
 made huge inroads in their respective Hindi and Telugu genres in all
 parameters including Relative Share, Reach and Time Spent per viewer.
 (Source: TAM)
 
 Meanwhile, Zee 24 Taas finally came on the advertisers radar in the
 Marathi market and is beginning to show traction.
 
 In line with the rationalization process of maintaining news hygiene
 and hiving off entertainment, the operations of Zee Tamil was
 discontinued on and from March 31, 2011.
 
 In terms of profitability, Zee News Limited is proud to stand apart as
 a Company which is showing healthy numbers in terms of top line and
 bottom line. Consistent growth is what makes the Company unique, as the
 market mostly comprises players that are not performing so well as
 businesses.
 
 Your Companys operating revenue stood at Rs 2,431.01 millions, its
 EBIDTA was Rs 265.22 millions with PAT at Rs 97.80 millions. The robust
 figures are an outcome of growth in revenue of Rs 2,359.59 millions
 accruing from both advertisements and subscription. The all round
 performance was contributed by all channels in the bouquet.
 
 Overall, it can be said with considerable satisfaction that your
 Companys strategy to go with an innovative and solution driven
 approach worked as it helped to get on board retail clients in the
 regional markets. Increased operational efficiencies ensured that
 middle line was kept in check while revenues grew.  Moreover, the
 policy of expanding and protecting existing margins provided your
 Company an edge over competition and helped it ride the growth curve.
 
 In the beginning of the year, your Board has set an objective of
 consolidating the news operations and the performance has been in line
 with the set goal, which gives confidence to fuel judicious expansion
 in the future while keeping the focus firmly on current deliverables.
 
 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, 1
 956 and rules made thereunder.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 Social responsibility is an integral part of the way of doing business
 in your Company. Your Company is conscious about its responsibilities
 towards the society and the editorial policies of the channels are
 developed keeping this in mind. Your Company continuously engages
 itself in various activities addressing social issues.
 
 Ananya Samman is one of the unique nationwide initiative to identify
 and honour unsung heroes, who silently contribute to our society. While
 Apka Vote Apki Taqat campaign that was aimed at inspiring the whole
 nation to exercise their voting rights was a resounding success this
 year, as was the initiative My Earth My Duty designed at raising the
 alarm against global warming and encouraging people to come forward and
 contribute towards making the planet greener.
 
 In addition to these CSR initiatives, your Company continues its
 ongoing contributions to the noble cause of NGOs like Ekal Vidyalaya
 Foundation, Global Vipasana Foundation and Global Foundation for
 Civilizational Harmony and National Foundation of Communal Harmony (an
 autonomous organization set up by Ministry of Home Affairs).
 
 GROUP
 
 Pursuant to intimation received from the Promoters, the names of
 Promoters and entities comprising the group for the purpose of Clause
 3(1 )(e) of the Securities and Exchange Board of India (Substantial
 Acquisition of Shares and Takeovers) Regulations, 1997, are disclosed
 in the Annual Report.
 
 EMPLOYEES STOCK OPTION SCHEME
 
 During the year under review, your Company had not granted any Stock
 Option either to its employees or Directors under ZNL ESOP 2009
 Scheme approved by the Members at the 10th Annual General Meeting held
 on August 1 8, 2009. In view of this, particulars as required under
 Securities and Exchange Board of India (Employee Stock Option Scheme
 and Employee Stock Purchase Scheme) Guidelines, 1999, are Nil.
 
 CORPORATE GOVERNANCE
 
 In addition to strictly complying with Clause 49 of the Listing
 Agreement, your Company is committed to adhere to the highest standards
 of Corporate Governance. In line with your Companys commitment to
 excel in implementing best Corporate Governances practices, your Board
 had earlier approved and implemented a Corporate Governance Manual
 which serves as guide to every business activity/decision making in the
 Company. 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, confirming compliances with the provisions of
 Corporate Governance as stipulated in Clause 49, is annexed to the said
 Corporate Governance Report.
 
 DIRECTORS
 
 During the year under review, post his resignation as Managing Director
 in July 2010, Mr. Laxmi N. Goel resigned from the directorship of the
 Company, with effect from the close of September 30, 2010. Your Board
 places on record its deep appreciation for the contributions made by
 Mr. Laxmi N. Goel as one of the founder Directors of the Company.
 
 Mr. K. U. Rao, Director, retires by rotation and being eligible has
 offered himself for re-appointment at the ensuing Annual General
 Meeting. Your Board recommends his re-appointment.
 
 SUBSIDIARY COMPANY
 
 Your Company continues to hold 60% equity stake in its Subsidiary, Zee
 Akaash News Private Limited. Statement pursuant to Section 212 of the
 Companies Act, 1956 in connection with Zee Akaash News Pvt. Ltd., is
 attached herewith and forms part of this report.
 
 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.
 
 In compliance with conditions laid down in Circular No.
 51/12/2007-CL-lll dated February 8, 2011 issued by Ministry of
 Corporate Affairs, your Board has decided to avail the general
 exemption from applicability of provisions of Section 212 of the
 Companies Act, 1956, by not attaching Annual Report of the Subsidiary
 Company with the Annual Report of the Company for financial year ended
 March 31, 2011. Requisite financial highlights of the Subsidiary
 Company forms part of the Consolidated financial statement. The Annual
 Accounts of the Subsidiary Company and related detailed information
 will be available for inspection by any Member of the Company and/or
 Subsidiary Company, at any point in time at the registered office of
 the Company and the Subsidiary Company. The Company shall furnish copy
 of Annual Report of the Subsidiary to any Member of the Company on
 demand.
 
 AUDITORS
 
 Statutory Auditors, M/s MGB & Co., Chartered Accountants, having Firm
 Registration No. 101169W, hold office until the conclusion of the
 ensuing Annual General Meeting and are eligible for re-appointment.
 
 The Company has received communication from the Statutory Auditors
 confirming that their re-appointment, if made, would be within the
 limits prescribed under Section 224(1 B) of the Companies Act, 1 956
 and that they are not disqualified for re- appointment within the
 meaning of Section 226 of the said Act.
 
 CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 Your Company is into the business of Broadcasting of News & Current
 Affairs Channels in Hindi and various regional languages.  Since these
 activities do not involve any manufacturing activity, most of the
 Information required to be provided under Section 217(l)(e) of the
 Companies Act, 1956 read with the Companies (Disclosure of Particulars
 in the Report of the Board of Directors) Rules, 1988, 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.
 
 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.
 
 Foreign Exchange Earnings and Outgo
 
 Particulars of foreign exchange earnings and outgo during the year are
 given in Note No. 1 6.5 of Part B of Notes to Accounts in Schedule 1 6
 of the Annual Report of the Company.
 
 PARTICULARS OF EMPLOYEES
 
 No employee, other than Mr. Barun Das, Chief Executive Officer of the
 Company draw remuneration in excess of limits prescribed under the
 Companies (Particulars of Employees) Rules, 1975, as amended. Requisite
 details of remuneration paid to Mr.  Barun Das during the year,
 pursuant to Section 217(2A) of the Companies Act, 1956 read with the
 Companies (Particulars of Employees) Rules, 1975, is as detailed
 herein:
 
 Name, Designation & Age     Barun Das, Chief Executive Officer, 41
 
 Total Remuneration          Rs 94,56,000
 
 Qualification               B.Tech., Electronics & Communication,
                             PGDBM
 
 Total Experience & Date of  19 Years, November 1, 2007
 Joining
 
 Previous Employment         MCCS (JV between Star Group & ABP Ltd.)
 
 Total remuneration includes salary, allowances, performance incentive,
 company contribution to provident fund, leave travel assistance,
 medical benefits and other perquisites and benefits valued as per the
 Income Tax Act, 1 961.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 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, 2011, 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 judgments
 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
 ended March 31, 2011;
 
 (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, 1 956.
 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 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 co-operation
 extended by various Governmental Authorities, including Ministry of
 Information and Broadcasting, Ministry of Communications 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
 
                     Punit Goenka                Naresh Kumar Bajaj
 
                     Managing Director           Director
 
 Place: Mumbai
 Date : May 25, 2011