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.

Category of Directors Number of Directors % of total no. of Directors
Executive Director 01 12.5 %
Non-Executive Independent Directors 04 50 %
Other Non-Executive Directors 03 37.5 %
Total 08 100 %
Name of Director Board Meetings (Total 8 Meetings) Attendence at 34th AGM (held on July 26, 2016) No. of Directorship in other public companies as No. of Committee positions held in other public companies as
Member Chairman Member Chairman
Sunil Sharma 07 No - - - -
Niharika Vohra 06 No 01 - - -
Manish Chokhani 07 No 04 - 07 02
Adesh Kumar Gupta 07 Yes 04 - 07 02
Subhash Chandra 07 No - - - -
Ashok Kurien 06 No 01 - - -
Subodh Kumar 07 No 04 - 07 02
Punit Goenka 07 No 04 - 07 02
Mr. Subodh Kumar is retired IAS officer from 1977 batch, had one of the most illustrious careers in the Indian Administrative Service spanning 35 years, heading various key government agencies with stellar integrity and transparency. Prior to joining the Board, he held the position of Municipal Commissioner of Greater Mumbai Municipal Corporation as his last assignment and has earlier served in the Departments of Telecommunication, Ministry of Industry, Ministry of Textile in the Government of India and also served as Commissioner of Sales Tax, Commissioner of State Excise as well as Principal Secretary - Finance Department in the Government of Maharashtra. Mr. Kumar has had many noticeable contributions to the areas of his work and most notably making modifications to the Development Control Regulations thereby drastically reducing the manipulation in building industry. Mr Kumar holds M.Sc in Physics and several diplomas and management certificates from IIM-A, IIM-B, IIM-C, Harvard Business School, IDS Sussex, IMF amongst other Ivy League institutions. Apart from the Company, Mr Subodh Kumar held directorship in Essel Finance Home Loans Limited, Essel Finance Business Loans Limited, Essel Finance Capstar Advisory Limited, Essel Finance Portfolio Managers Private Limited and Essel Finance VKC Forex Limited and had resigned from the Board of these entities with effect from April 19, 2017. Mr Subodh Kumar does not hold any securities of the Company in his name as at March 31, 2017.
Mr. Chokhani is one of India’s most respected investors and financial experts. He started his career in the financial markets in 1990, rose to become MD & CEO of Enam Securities and in 2011 led Enam’s $400 million merger with Axis Bank to create Axis Capital Limited (ACL) wherein he held the position of MD & CEO until November 2013. Mr Manish Chokhani is a member of SEBI’s Alternative Investment Policy Advisory Committee (AIPAC) and has served as Chairman of TPG Growth India and is currently a Senior Advisor to the TPG Group. Mr Chokhani has been a visiting faculty member at IIM-Kozhikode and has also served on the International Alumni Board as well as scholarship panels of London Business School. Apart from the Company Mr Chokhani serves as an Independent director on the board of Westlife Development Limited (McDonalds India licensee), Shoppers Stop Limited (leading retailer), Axis Capital Limited, Laxmi Organics Industries Limited. He is also a director in Enam Securities Private Limited, Alliance Holdings Private Limited, Sears Securities and Investments Private Limited and Quadrillion Capital Private Limited. As on March 31, 2017, Mr. Manish Chokhani does not hold any securities of the Company in his name.
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 10, 2017.

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 quarterly, half yearly and annual financial results and other statutory information were generally communicated to the shareholders by way of an advertisement in two English newspaper viz. ‘Daily News & Analysis (DNA)’ and Business Standard and in a vernacular language newspaper viz. Navshakti (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. Official press releases, presentations made to institutional investors or to the analysts and transcripts of Con-call are displayed on Company’s corporate website www.zeeentertainment.com. Management Discussions and Analysis Report and Business Responsibility Report forming part of annual report are annexed separately.

Last Updated - May 10, 2017.

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, 2017

Punit Goenka Managing Director & CEO Mumbai, May 10, 2017

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.