TOWARDS CLARITY AND FAIRNESS

Corporate Governance

Handpicked professionals, thought leaders and respected industry stalwarts make up our leadership and our board. From the start, their task has been cut out. We ensure that every stakeholder and investor gets rewarded, along with our employees, partners and professionals, not to mention our esteemed viewers and audiences. The team ensures that our story is all about growth, clarity and fairness towards all.

Dr. Subhash Chandra, Non Executive Chairman

Mr. Subodh Kumar, Non Executive Director

Mr. Ashok Kurien, Non Executive Director

Prof. Sunil Sharma, Independent Director

Prof. (Mrs.) Neharika Vohra, Independent Director

Mr. Manish Chokhani, Independent Director

Mr. Adesh Kumar Gupta, Independent Director

Mr. Punit Goenka, Managing Director and CEO

Name of Director Board Meetings (Total 7 Meetings) Attendence at 36th AGM (held on July 12, 2018) No. of Directorship in other public companies as No. of Committee positions held in other public companies as
Member Chairman Member Chairman
Sunil Sharma 06 Yes 01 - - -
Niharika Vohra 06 Yes 02 - - -
Manish Chokhani 07 Yes 04 - 03 -
Adesh Kumar Gupta 07 Yes 04 - 01 02
Subhash Chandra 05 Yes - - - -
Ashok Kurien 06 No 01 - - 01
Subodh Kumar 06 Yes - - - -
Punit Goenka 06 Yes 06 - 02 -

Details of other directorships of Directors in the Listed entities as at March 31, 2019 are as under:

Name of Director Directorship in other listed companies Category of Directorship
Sunil Sharma None NA
Neharika Vohra None NA
Manish Chokhani West Life Development Limited
Shoppers Stop Limited
Independent Director
Independent Director
Adesh Kumar Gupta Care Ratings Limited Independent Director
Subhash Chandra None NA
Ashok Kurien Dish TV India Limited Non-Executive Director
Subodh Kumar None NA
Punit Goenka Prozone Intu Properties Limited
Zee Media Corporation Limited
Independent Director
Non-Executive Director

Mr. Subhash Chandra is an entrepreneur and a Parliamentarian (Member of Rajya Sabha). His diverse businesses are spread across industries such as theme parks, flexible packaging, entertainment, cable networks, and infrastructure. For his contributions to the industry, Mr. Chandra was awarded the 2011 International Emmy Directorate Award at the 39th International Emmy Awards in New York.

Apart from business and politics, Mr. Chandra is an influential philanthropist and has been contributing towards society in association with various NGOs including TALEEM Foundation, Ekal Vidyalaya, Global Vipassana Foundation, Global Foundation for Civilisation Harmony and Subhash Chandra Foundation.

Apart from the Company, Mr. Subhash Chandra holds directorship in Adhikaar Foundation. As at March 31, 2019, Mr. Subhash Chandra did not hold any Equity shares of the Company.

Mr. Adesh Kumar Gupta, Independent Director, Chairperson

Mr. Manish Chokhani, Independent Director

Mr. Ashok Kurien, Non Executive Director

Prof. Sunil Sharma, Independent Director

Prof (Mrs) Neharika Vohra, Independent Director, Chairperson

Mr Adesh Kumar Gupta, Independent Director

Mr Subodh Kumar, Non Executive Director

Mr Ashok Kurien, Non Executive Director, Chairperson

Mr Adesh Kumar Gupta, Independent Director

Mr Punit Goenka, Managing Director & CEO

Mr Subodh Kumar, Non Executive Director, Chairperson

Prof Sunil Sharma, Independent Director

Mr Punit Goenka, Managing Director & CEO

Mr Subodh Kumar, Non Executive Director, Chairperson

Mr Adesh Kumar Gupta, Independent Director

Mr Punit Goenka, Managing Director & CEO

Mr M Lakshminarayanan, Chief Compliance Officer & Company Secretary

Mr. Rohit Kumar Gupta, Chief Financial Officer

2017-18
  • 17.07. 2018
  • 04:00 p.m.
Re-appointment of Mr. Adesh Kumar Gupta as Independent Director for Second term

Ravindra Natya Mandir, Near Siddhivinayak Temple, Sayani Road, Prabhadevi, Mumbai 400025

2016-17
  • 12.07. 2017
  • 11:00 a.m.
Re appointment of Mr Manish Chokhani as Independent Director for second term. Maintenance of register of members at the office of Registrar and Share Transfer Agent instead of Registered Office of the Company

Nehru Auditorium, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai 400 018.

2015-16
  • 26.07.2016
  • 11:00 a.m.
Re appointment of Prof. Sunil Sharma as Independent Director for second term. Re appointment of Prof. (Mrs.) Neharika Vohra as Independent Director for second term. Maintenance of register of members at the office of Registrar and Share Transfer Agent instead of Registered Office of the Company

Nehru Auditorium, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai 400 018.

2014-15
  • 15.07.2015
  • 11:00 a.m.
Payment of commission to Non-Executive Directors for a period of 5 financial years

Nehru Auditorium, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai 400 018.

2013-14
  • 18.07.2014
  • 11:00 a.m.
None

Nehru Auditorium, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai 400 018.

There are no materially significant related party transactions between the Company and its promoters, directors or management personnel or their relatives, having any potential conflict with interests of the Company at large. Transactions with related parties are disclosed elsewhere in the Annual Report.

Last Updated - May 27, 2019.

The Company has promptly reported all material information including declaration of quarterly financial results, press releases, etc. to all Stock Exchanges where the securities of the Company are listed. Such information is also simultaneously displayed immediately on the Company’s corporate website www.zeeentertainment.com The extract of quarterly, half yearly and annual financial results and other statutory information were generally communicated to the shareholders by way of publication in leading English newspapers viz. Daily News & Analysis (DNA), Business Standard and in a vernacular language newspaper viz. Punya Nagri (Marathi) as per requirements of the Listing Regulations. The financial and other information are filed by the Company on electronic platforms of NSE and BSE.

Last Updated – May 27, 2019.

The Company has instituted a Code of Conduct for Members of the Board and Senior Management of the Company and the compliance of the same is affirmed by the Board and Senior Management Personnel annually. The Code has also been posted on Company’s corporate website viz. www.zeeentertainment.com

A declaration affirming compliance with the Code of Conduct by the Members of the Board and Senior Management Personnel is given below

I confirm that the Company has obtained from all Directors and Senior Management Personnel of the Company their affirmation of compliance with the ‘Code of Conduct for Members of the Board and Senior Management’ of the Company for the Financial year ended 31 March, 2019

Punit Goenka Managing Director & CEO Mumbai, 27 May, 2019

Upon joining the Board, all the Directors of the Company are made aware (and updated as and when required), of their roles and responsibilities. Additionally, at the time of joining each of the Directors are given brief about the Company, business strategies and industry. Regular presentations are made to the Board / Nomination & Remuneration (N&R) Committee / Audit Committee (AC) as appropriate covering business strategies, management structure, HR policy matters including succession planning, periodic financial results, budgets, and operations of subsidiaries and associates. Individual member(s) of the Board has complete access to the information within the Company. Directors are also informed of the various developments in the Company and various regulatory updates through e-mails, periodic communications etc.
Sr. No Name of Independent Director
01 Prof. Sunil Sharma
02 Prof. ( Ms.) Neharika Vohra
03 Mr. Manish Chokhani
04 Mr. Adesh Kumar Gupta

Code of Conduct

Independent Directors of the Company shall comply with the Code of Conduct of the Board of Directors, as adopted by the Board.

Whistle Blower Policy

Independent Directors of the Company shall comply with the Whistle Blower Policy, as adopted by the Board.

Insider Trading Regulations

The provisions of both the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and the Code of Conduct of Board of Directors on Prevention of Insider Trading, prohibiting disclosure or use of unpublished price sensitive information, would be applicable to the Independent Directors of the Company.

Confidentiality

As Independent Director(s), they shall apply highest standards of confidentiality and not disclose to any person or Company, any confidential information, including commercial secrets, business and operations plans. The obligation of confidentiality shall survive cessation of their respective directorships with the Company.

Conflict of Interest

During the term, Independent Directors agree to promptly disclose to or notify the Company of
  • Any change in their directorships;
  • Provide such other disclosures & information as required under the applicable laws
  • Upon becoming aware of any potential conflict of interest with their position as Independent Director(s) of the Company, promptly disclose the same to the Company Secretary of the Company.