No irregularities, says ZEE’s independent probe; recommends proactive SEBI settlement

The Independent Investigation Committee (IIC)  constituted by the Board of Directors of ZEE Entertainment Enterprises Ltd. (ZEE),  today submitted its report to the Board of the Company. 

The Committee, chaired by Justice Dr. Satish Chandra, former Judge, Hon’ble High  Court of Allahabad, comprises of ZEE’s two Independent Directors - Mr. Uttam Prakash  Agarwal, Chairman of the Audit Committee and former President of the Institute of  Chartered Accountants of India, and Dr. P.V Ramana Murthy, Chairman of the  Nomination and Remuneration Committee, a lawyer, author and an academic  practitioner in HR and organization development with an experience of over 30 years  across renowned global brands. The Committee conducted a thorough review of all the  allegations raised by the regulatory agencies. The Committee carried out an extensive  fact-checking exercise to verify all the documents and information provided by the  Company during the investigations to SEBI. 

Since its inception, the Committee invested substantial amount of time to delve deeper  into the areas of concern highlighted by the regulatory agencies in order to curb the  spread of misinformation. The Committee sought the advice of reputed external audit firms (empanelled with regulatory agencies), taxation and regulatory experts, to ensure  a comprehensive review of all points.  

The report submitted by the Committee to the Board, emphasizes on the following key  points:

• Basis the verification of the Company’s records including the responses  submitted to SEBI, the Committee noted that the Company has provided  complete support and has shared detailed responses with the regulatory  authority. 
• The Company has implemented necessary remedial measures in respect of past  issues which were already reviewed by SEBI. 
• The Company and the Board have provided sufficient evidence to suggest that  appropriate and timely actions were taken to address the concerns raised by  SEBI. 
• The Committee also noted that the transactions (under investigation) did not  adversely affect the Company or its shareholders. The mentioned transactions were found to be a part of normal course of business, and no material  irregularities were reported within the same.  
• Basis its findings during the investigation process, the Committee has also  reviewed the matter that is already under adjudication with SEBI, and has stated  that no further action is required by the Company. The Committee did not find  any need for further corrective and disciplinary measures, policy changes or legal  steps to be implemented. 

Commenting on the findings, Dr. Satish Chandra, Chairman, ZEE’s Independent  Investigation Committee and Former Judge, Allahabad High Court said, “We have  invested significant amount of time and energy to conduct a detailed review of all the  allegations and the necessary submissions have been made to the Board. The required  records and information were sought from the Company, its management and promoters over the last few months, which were duly verified by the Committee along with a set of 

experts from the financial domain. The efforts sown in by the Committee members, Dr.  Murthy and Mr. Agarwal, along with the external advisors, enabled us to conduct a  comprehensive evaluation of all the points. The Committee has noted the support  extended by the management, which enabled it to complete the review in a timely manner. Basis our report, we have not found anything adverse or untoward in the Company’s  operations and a detailed report has been submitted to the Board elaborating our  findings.” 

Post the submission of findings, the Board has advised the Company to proactively settle  any pending adjudication proceedings with SEBI in a time-bound manner, in the  interest of the shareholders and all stakeholders of the Company. The Board has further  advised the Company to focus its efforts on enhancing the performance and profitability  across all aspects, in line with the strategic growth plan implemented by the MD & CEO. On 27th February 2024, the Board of ZEE had instituted the IIC in order to take the  necessary measures to delve into allegations levelled by regulatory authorities, with the  sole interest to protect the rights of the Company’s shareholders and all stakeholders. 

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