The Independent Investigation Committee of ZEE Entertainment Enterprises Ltd. (ZEE), constituted by its Board of Directors, has filed a report with the Board of the Company.
The Committee, headed by Satish Chandra, former Judge, Hon’ble High Court of Allahabad, consists of ZEE’s two Independent Directors Uttam Prakash Agarwal, Chairman Audit Committee and former president of the Institute of Chartered Accountants of India and P.V. Ramana Murthy, Chairman nomination and remuneration committee, a lawyer, author and an academic practitioner in HR and organisation development with an experience of over 30 years across global brands. The Committee made a serious examination of all the allegations brought forward by the regulatory agencies. It conducted an exhaustive exercise in cross-checking all the documents and information furnished by the Company during the investigations to SEBI.
Ever since its inception, the Committee invested a substantive 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 advice from external audit firms (empanelled with regulatory agencies), taxation and regulatory experts, to ensure a comprehensive review of all points.
The Committee report submitted to the Board places greater emphasis on the fact that the company has wholly cooperated with the regulatory authorities, including SEBI. It verified the company records and pointed out that the company had provided proper support along with detailed responses to its queries.
The probe has found that ZEE has undertaken suitable remedial action with regard to the past issues that have already been considered by SEBI. The committee finds that there exists evidence which states that the company and its board have made necessary and timely initiatives addressing the concerns raised by SEBI.
In a significant finding, the committee concluded that the questioned transactions did not prejudice the company or its shareholders. The transactions were therefore held to be usual course of business transactions with no material irregularity reported 2.
The committee reviewed all the matters under adjudication with SEBI and concluded that no further action is required by the company. It finds no further corrective action, change in policies, or legal steps needed for the company to make it complying and committed to adhering to regulatory standards.
We have invested considerable time and energy in order to carry out a thorough analysis of all the allegations and the necessary submissions have been made to the Board,” said Satish Chandra, chairman, ZEE’s Independent Investigation Committee and former judge, Allahabad High Court. We had requested the desired records and information 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 made by the members of the Committee, along with the external advisors, enabled us to conduct a comprehensive evaluation of all the points. The Committee has also taken cognizance of the cooperation extended by the management which enabled it to conduct the review in a time bound manner. The Committee has not found anything adverse or untoward in the operations of the Company and a detailed report is submitted to the Board elaborating our findings”.
After submission of findings, the Board advises the company to proactively close 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 advised the Company to focus its attention on performance improvement and profit earnings on all axes in line with the strategic growth plan initiated by the MD and CEO. On 27 February 2024, the Board of ZEE had constituted the IIC to address the needful steps aimed at exploring allegations made by regulatory bodies. The sole interest was that of protecting the rights of all shareholders and other stakeholders in the Company.
